A. Shepherd

The applicants sought approval under the Companies’ Creditors Arrangement Act for a sale of substantially all of their assets following a court‑approved sales and investor solicitation process.

The court considered the statutory factors in s. 36 of the CCAA, including the fairness and reasonableness of the process, the role of the monitor, consultation with creditors, and the adequacy of the consideration.

A late competing bid was rejected to preserve the integrity of the court‑approved sales process.

The court also addressed priority issues involving a DIP lender, secured creditors, and potential claims to HST refunds under the Financial Administration Act.

The proposed transaction and distribution scheme were approved as fair and reasonable in the circumstances.

The applicants moved under the Companies' Creditors Arrangement Act for an extension of the stay of proceedings until June 6, 2012.

A successful bid had been selected following a sale and investor solicitation process, and the extension was required to finalize the purchase agreement and seek court approval.

The court found that the applicants had acted in good faith and with due diligence, and granted the extension as the applicants had sufficient interim financing to proceed.

In CCAA restructuring proceedings, the applicants sought court approval to increase a debtor-in-possession (DIP) lending facility and to implement a Sale and Investor Solicitation Process (SISP).

The court considered the factors under s. 11.2(4) of the Companies’ Creditors Arrangement Act and approved an increase of the DIP facility to $6 million, noting the monitor’s support and the absence of opposition from secured creditors.

The proposed SISP included an expedited timeline, applicant-led solicitation of bids, and a stalking horse credit bid by the DIP lender.

The court held that the process was fair, transparent, and commercially reasonable given the applicants’ liquidity crisis and prior marketing efforts.

The SISP was approved as likely to maximize stakeholder value by facilitating either a going-concern sale or new investment.

In Companies’ Creditors Arrangement Act restructuring proceedings, the applicants sought an extension of the stay of proceedings and an increase to the debtor-in-possession lending facility.

The court considered the applicants’ liquidity position, workforce reductions, revised cash-flow forecasts, and the monitor’s report supporting the request.

The court found the applicants had acted in good faith and with due diligence and that extending the stay would permit implementation of an expedited sale and investor solicitation process aimed at preserving the business as a going concern.

The court approved an increase of the DIP facility to $5.35 million and amendments to the loan agreement, but declined to include $650,000 in accrued lender fees within the facility at that stage due to insufficient review.

The stay of proceedings was extended to allow the restructuring process to continue.