SUPERIOR COURT OF JUSTICE - ONTARIO

COURT FILE NO.: CV-14-10518-00CL
DATE: 2015-12-23

RE: IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36 AS AMENDED

**AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF 1511419 ONTARIO INC., FORMERLY KNOWN AS THE CASH STORE FINANCIAL SERVICES, 1545688 ALBERTA INC., FORMERLY KNOWN AS THE CASH STORE INC., 986301 ALBERTA INC., FORMERLY KNOWN AS TCS CASH STORE INC., 1152919 ALBERTA INC., FORMERLY KNOWN AS INSTALOANS INC., 7252331 CANADA INC., 5515433 MANITOBA INC., 1693926 ALBERTA LTD. doing business as “THE TITLE STORE”

BEFORE: Regional Senior Justice G. B. Morawetz

COUNSEL:
Jonathan Foreman and Lindsay Merrifield, for the Ontario Consumers Class Action

James Harnum, Agent to Harrison Pensa

David Mann and Robert Kennedy, for DirectCash in CCAA Proceedings

Eric R. Hoaken, for DirectCash in Class Action Proceedings

Peter Griffin and Matthew Lerner, for Gordon Reykdal

Jeff Galway, for N. Bland

Mark Polley and Eric Brousseau, for National Money Mart Company

Andrew Faith and Jeff Haylock, for 1573568 Alberta Ltd.

Geoff R. Hall and Stephen Fulton, for the Monitor (FTI Consulting Canada Inc.)

Patrick Riesterer, for the Chief Restructuring Officer of the Applicants

Michael Byers, for Craig Warnock

Serge Khallughlian and Charles Wright, for the Ad Hoc Committee of Purchasers of Applicants’ Securities, including the Plaintiff in the Ontario Securities Class Action

Mary Margaret Fox, for ACE Insurance Company

Doug McInnis, for Axis Reinsurance Company

Brendan O’Neill and Carolyn Descours, for the Ad Hoc Committee of Noteholders

Rebecca Wise, for Albert Mondor, Michael Shaw, Ron Chicoyne, William Dunn and Robert Gibson

Ilan Ishai, for the McCann Entities

David Hoffner, U.S. Counsel for the Monitor in Chapter 14 Proceedings

HEARD and ENDORSED: November 19, 2015

REASONS: December 23, 2015

ENDORSEMENT

Approval of fees and disbursements as described in the twenty-first report

[1] At the conclusion of oral submission, the motion was granted with reasons to follow. These are the reasons.

[2] On April 14, 2014, the Applicants (“Cash Store”) obtained an initial order (the “Initial Order”) granting it protection under the CCAA and appointing FTI Consulting Canada Inc. as Monitor.

[3] Pursuant to the Initial Order, the Monitor and counsel to the Monitor, among others, are to be paid their reasonable fees and disbursements, each at their standard rates and charges, by Cash Store as part of the costs of these proceedings.

[4] The Initial Order further provides that the Monitor and counsel to the Monitor shall pass their accounts from time to time.

[5] The Monitor’s reports and the activities described therein have been previously approved by the Court.

[6] The Monitor states that it has examined the fees and disbursements of its counsel and is of the view that the services rendered are fair and reasonable.

[7] No party took objection to the fee requests of the Monitor and its counsel.

[8] Full details of the accounts are contained in the Twenty-First Report. It is noted that certain aspects of the account appear in redacted form, so as to protect privileged information.

[9] The total fee requests are outlined at paragraph 64 of the Twenty-First Report.

[10] During the period from April 1, 2014 to October 31, 2015, the Monitor incurred professional fees of $5,915,332 and expenses of $648,243.40, exclusive of HST, which amounted to $328,178.77.

[11] Between the period from April 1, 2014 to September 30, 2015, McCarthy Tétrault LLP, incurred professional fees of $1,382,836.50 and disbursements of $16,521.37, exclusive of HST, which amounted to $181,795.44.

[12] In assessing the reasonableness of the fee requests, I have taken into account that the Ad Hoc Committee of Secured Noteholders does not object to the fee requests. I accept that the financial position of the Secured Noteholders has been severely compromised by the insolvency of Cash Store and consequently, the Secured Noteholders have a direct financial interest in ensuring that the fee requests are reasonable in the circumstances.

[13] In the absence of any objection, the fee requests of the Monitor and its counsel are approved in the amounts requested.

Regional Senior Justice Morawetz

Date: December 23, 2015