Clearfit Inc.

 

Receivership

On 3 June 2024, the Ontario Superior Court of Justice (Commercial List) (the “Court“) issued an order (the “Receivership Order“) providing for, among other things, the appointment of Baigel as receiver (in such capacity, the “Receiver“) of all the assets, properties, and undertakings (the “Property“) of Clearfit Inc. (“Clearfit“) operating as Career Spark, pursuant to section 243(1) of the Bankruptcy and Insolvency Act (the “BIA“) and section 101 of the Courts of Justice Act. The application for the appointment of the Receiver was made by David J. Kassie (in such capacity, the “Applicant“).

The Sale Process

Also on 3 June 2024, the Court issued an Order (the “Sale Process Approval Order“) that provided for, among other things: (1) The Court’s approval of a marketing and sale process (the “Sale Process“) for the Property of Clearfit to be undertaken by the Receiver; and (2) the authorization of the Receiver to execute an asset purchase agreement (the “Kassie APA“) with David J. Kassie as a form of stalking horse bid for the Property. The Sale Process and bidding procedures thereof are more fully described in the Pre-Filing Report of the proposed Receiver, dated 29 May 2024. A copy of the Kassie APA is included in the Sale Process Approval Order as Schedule “A” and the bidding procedures memorandum as Schedule “B”.

Parties interested in making inquiries or participating in the Sale Process were required to contact the Receiver to obtain a non-disclosure agreement and other details regarding the Sale Process and the Property for sale. Please note that the final date for submission of bids was 5:00 p.m. (Toronto time) on 18 July 2024.

Sale Approval

The Sale Process concluded with no competing bids for the Property. The Receiver brought a motion, returnable October 7, 2024, for orders providing for, among other things,

  • the Court’s approval of the sale transaction contemplated by the Kassie APA and the vesting of the sold assets in and to the purchaser free and clear of any encumbrances (the “Approval and Vesting Order“); and
  • the Court’s approval of the Receiver’s fees and disbursements and other relief (the “Ancillary Relief Order“).

Both the Approval and Vesting Order and the Ancillary Relief Order were made by the Court, with copies of both available for viewing or download below.

Creditor/Stakeholder and Sale Process Inquiries

Inquiries of creditors and stakeholders and parties interested in the Sale Process may be directed to the attention of the following:

Mr. William Gertler, MBA, CIRP, LIT
Corporate Estate Associate
Tel: +1 (416) 224-4350 ext. 220
Email: gertler@baigel.ca

Please be advised that all documents posted below are for information purposes to stakeholders and do not constitute advice.

Court Orders and Endorsements

Application and Motion Materials

Service List

Sale Process

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