THE LAND CONSERVANCY OF BC’S PLAN OF ARRANGEMENT
FILED WITH SUPREME COURT OF B.C.
Creditors to receive monies owed while TLC properties remain protected
FOR IMMEDIATE RELEASE: February 23, 2015
Victoria, BC – The Land Conservancy of B.C.’s Plan of Arrangement was filed with the Supreme Court of B.C. on February 23, 2015.
The Land Conservancy of B.C. (“TLC”) sought protection pursuant to the Companies’ Creditors Arrangement Act (CCAA) in October 2013 as a means to definitively resolve the organization’s debt to secured and unsecured creditors. The CCAA is federal legislation that grants an organization time to restructure while under the direction, supervision, and protection of the Court.
TLC’s intention from the start has been to pay all creditors to the fullest extent possible, to protect TLC properties to the greatest extent possible, and to ensure that TLC has long-term viability.
TLC has debts totaling $8,121,183.02 including $4,528,658.51 in secured debt and $3,592,524.51 in unsecured debt. Secured debt includes administrative charges incurred as part of the CCAA process, municipal property taxes, and mortgages the organization acquired in the past to complete property purchases when fundraising fell short.
Creditor’s Proofs of Claim were submitted by April 25, 2014, and the last claim was finalized on December 15, 2014.
TLC’s Plan includes a multi-faceted approach to eliminating the debt. It includes innovative approaches such as density transfers, specified donations, forgiveness of debt, heritage revitalization agreements, mortgage transfers, and partnership agreements with other Land Trusts and Societies.
The filed Plan of Arrangement would see secured creditors paid in full, have their secured debt assumed by a third party, or receive the mortgaged property in settlement of their secured debt, within six months. Unsecured creditors would receive payouts in three tranches within 18 months.
TLC predicts that enough revenue will be generated to cover its debt, uphold the complex responsibilities that come with transferring properties donated for charitable purposes, and to remain a viable organization.
In their 13th Report to the Court, the Court appointed Monitor, Wolrige Mahon Limited, confirms that the “Plan provides for maximum conservation and protection of the Core Properties and the Additional Properties that TLC intends to sell/transfer.” The Report goes on to say, “the Monitor considers the Plan to be fair and reasonable.”
Among other strategies, the Plan includes the transfer of allowable densities from Abkhazi Garden. The density sale will remove the development potential from the Garden and allow the site to be preserved with a heritage designation from the City of Victoria. A generous donor has stepped forward to pledge $539,000 to TLC upon the heritage designation being placed on the Garden. The site will remain in TLC’s care after the organization emerges from the CCAA process.
Ross Bay Villa will be transferred to the Ross Bay Villa Society, a group of volunteers that have spent years restoring the site, in exchange for a contribution to cover the pay out of the existing mortgage.
With the assistance of the Historic Joy Kogawa House Society, the non-profit organization that has partnered with TLC to protect the site since 2006, TLC is pursuing the application for a Heritage Revitalization Agreement from the City of Vancouver to protect the Historic Joy Kogawa House. The title of the property could then be transferred to the Society upon pay out of the mortgage from the proceeds of the agreement and after needed repairs and renovations to the house are completed or provision is made for such repairs and renovations from the proceeds of the agreement.
TLC is pleased to be working with The Nature Conservancy of Canada and The Nature Trust of British Columbia to protect many of TLC’s sensitive ecological lands. The Plan of Arrangement includes 28 conservation properties to be transferred to the two Land Trusts for protection. If the Plan of Arrangement is accepted by the creditors, these transfers will ensure that the conservation values of the lands remain protected.
The Court has already approved the sale of three properties earlier this year; Keating Farm, Eagle Bluff, and a development property in Sechelt.
Funds from sales are held in trust by the Monitor, Wolrige Mahon Ltd., for distribution to creditors.
In addition to permitting the filing of TLC’s Plan of Arrangement, the Court has ordered a meeting for creditors to consider the plan on March 30, 2015. For the Plan to be approved, a majority of those voting in person or by proxy from each class of the creditors (being secured and unsecured), representing two thirds of the total value of the debt in that class, must vote in favour of the Plan.
Upon the approval of the Plan by creditors, in accordance with the requirements of the CCAA process, TLC will immediately apply to the Court for a final order of approval of the Plan. After the final order TLC will be bound to do what is required under the Plan to fulfill its terms. The existing stay of proceedings under the CCAA would continue until the filing of the certificate of completion by the Monitor or until the Court otherwise orders.
Upon completion of the Plan of Arrangement TLC will continue to own Abkhazi Garden and Madrona Farm, among other properties, and hold more than 200 covenants throughout B.C.
“The future of TLC looks very bright,” said John Shields, Director of Operations for TLC. “We will continue to fulfill our responsibilities with this financial solution and look forward to a positive outcome for both our properties and creditors.”
“Satisfying our creditors while balancing our moral obligations to protect properties has been our goal for the last couple of years,” said Briony Penn, Chair of TLC’s Board. “We are thrilled to have the Plan of Arrangement filed with the Court and are excited to begin the next chapter in TLC’s evolution.”
About The Land Conservancy of BC:
The Land Conservancy of BC (TLC) is a non-profit, charitable Land Trust working throughout British Columbia. TLC’s primary mandate is to benefit the community by protecting habitat for natural communities of plants and animals. Founded in 1997, TLC is a membership-based and governed by an elected, volunteer Board of Directors. TLC relies on a strong membership and volunteer base to help maintain its operations.
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Media contact: John Shields, TLC Director of Operations (250) 479-8053