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Canaccord Genuity set to handle BuildDirect.com transaction as court battle looms over intellectual property

Rob Banks (left) and Jeff Booth, co-founders of online home improvement product retailer BuildDirect.

Handout/BuildDirect

Fallen Vancouver tech star BuildDirect.com Technologies Inc. is set to hire Canaccord Genuity Corp. as its financial advisor to facilitate a potential sale of the company, now under creditor protection.

In an application filed with the British Columbia Supreme Court on Friday, the 18-year-old e-commerce company, which had set out to become the Amazon of heavy-duty home-improvement supplies, said it had negotiated an engagement letter with the investment bank to "assist the company to implement and carry out" a process that could either see it sold whole or in parts, or raise investment capital. BuildDirect had previously raised more than $100-million from such investors from OMERS Ventures, BDC Capital and Silicon Valley's Mohr Davidow Partners, but filed for creditor protection after failing to complete an anticipated significant equity financing last month.

The court will be asked Tuesday to approve Canaccord Genuity's hiring, which will kick off a process that would give prospective bidders until Dec. 15 to submit an expression of interest. BuildDirect.com, which has been under court protection in accordance with the Companies' Creditors Arrangement Act since Oct. 31 – days after the sudden departure of co-founder and CEO Jeff Booth – is also asking for a stay of proceedings to be extended until Feb. 23 to give it enough time to receive and evaluate bids and negotiate a possible deal.

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Canaccord Genuity was one of three banks considered by BuildDirect and its interim lenders, who agreed to provide up to $15-million (U.S.) in "debtor-in-possession" financing to keep the company going as it restructures operations and pursues a potential transaction. The interim financiers are made up of a group of the company's prior lenders, including a holding company of Mission Hill Winery proprietor Anthony von Mandl.

The court will also be asked Tuesday to rule on a dispute between BuildDirect.com and Toronto-based In Colour Capital (ICC), one of its newest investors. ICC principal Prashant Pathak argued in court documents he had struck a "valid, binding and enforceable" deal for ICC to license BuildDirect.com's software platform and related intellectual property for use in India, including the payment of a $1.5-million upfront fee to the e-commerce company. In an affidavit, BuildDirect.com's chief legal officer Suzanne Mercier acknowledged there were discussions between the parties but stated "the company is of the view that it did not enter into a valid and binding license agreement."

Court-appointed monitor PricewaterhouseCoopers LLP said in a court filing last week, "It is critical to the prospects of success for [a potential sale or investment in the company] and the CCAA proceeding generally that a determination is made by the court regarding whether the alleged licence [sic] agreement exists."

BuildDirect had been one of B.C.'s highest-profile tech success stories, with annual revenues exceeding $100-million as it built a network to ship heavyweight items such as flooring direct from suppliers to customers. But in 2014, Mr. Booth undertook a risky plan to overhaul the company's online platform and embed artificial-intelligence technology to make it easier for suppliers to manage sales and give the company a powerful platform to leverage data and analytics from its business.

But the technology rollout hit a few snags, which strained the company's search-engine capabilities and hurt sales. The company continued to bleed money and its fundraising prospects were thwarted when it couldn't demonstrate fast enough sales growth for investors.

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