Ben Muller

This decision concerns motions brought by Pride Group Holdings Inc. and related applicants under the Companies' Creditors Arrangement Act (CCAA) for interim relief in their restructuring proceedings.

The court addresses requests for approval of interim distributions, payment of direct costs, application of deferred payments for working capital, and approval of certain activities of the Monitor.

The court grants the requested relief, finding it necessary to maintain liquidity and continue the wind-down process, and holds that the proposed mechanisms are equitable and consistent with the CCAA’s remedial objectives.

This decision addresses three motions in the receivership of the Bridging Funds: (1) the Receiver’s motion for an interim distribution to unitholders, (2) approval of a settlement with the BlackRock Parties, and (3) the unitholders’ motion for a constructive trust.

The court approved the interim distribution but required a sufficient reserve for the disputed Cerieco claim until its final determination.

The BlackRock settlement was approved.

The constructive trust motion was deferred pending resolution of the Cerieco claim.

The decision provides detailed guidance on the treatment of creditor and unitholder claims in a complex receivership under the Securities Act.

This endorsement addresses a motion by Sandvine Corporation and related entities under the Companies’ Creditors Arrangement Act for approval of a Stalking Horse Transaction Agreement, a vesting order, and related relief.

The court denied an adjournment request by Telecom Egypt, found that all statutory and procedural requirements were met, and approved the transaction, assignments, limited releases, sealing of confidential materials, enhanced monitor powers, and an extension of the stay of proceedings.

In a CCAA proceeding, the Applicants sought three orders: approval of a factoring portfolio purchase agreement, approval for distribution of proceeds from a property sale, and permission for a creditor to sell certain vehicles.

The court approved the distribution of Chehalis property proceeds to Roynat.

For the Regions vehicles, the court granted the order allowing Regions to take possession, setting a 30-day retrieval period and approving storage costs of $35/day.

The motion for approval of the JD Factors Purchase Agreement was adjourned to a later date, as Mitsubishi HC Capital Canada Inc. objected, claiming ownership of the receivables and requiring more time to prepare its position.

The applicant, Tacora Resources Inc., sought approval for an Amended and Restated Debtor in Possession (DIP) financing agreement with Cargill and an extension of the CCAA Stay Period.

The Ad Hoc Group of Noteholders (AHG) opposed the Cargill DIP, proposing an alternative and seeking renegotiation of terms, including an exit fee, legal costs, and the "Offtake Condition" related to a pre-existing commercial agreement with Cargill.

The court approved the Cargill DIP and extended the stay, finding the Cargill agreement offered greater short-term stability and liquidity, was recommended by the Monitor, and did not materially prejudice other stakeholders beyond what already existed due to the pre-CCAA Offtake Agreement.

The court held that the DIP approval motion was not the appropriate forum to address the enforceability or commercial reasonableness of the Offtake Agreement itself.

Yellow Corporation, as Foreign Representative for itself and its Canadian affiliates (the Canadian Debtors), brought a motion under section 49 of the Companies’ Creditors Arrangement Act (CCAA) to recognize and enforce various orders (U.S. Orders) issued by the United States Bankruptcy Court for the District of Delaware in their Chapter 11 proceedings.

The motion, which was unopposed, sought to preserve the value of the Canadian Debtors and business during the wind-down and sale efforts.

The court granted the motion, finding it necessary for the protection of the debtors' property and creditors' interests, and consistent with principles of comity and public policy.

In the context of Laurentian University's CCAA proceedings, Thorneloe University appealed a Claims Officer's decision valuing its loss of commercial value claim at zero following the disclaimer of their Federation Agreement.

Thorneloe argued the Claims Officer erred by applying a lost profits approach rather than a loss of business value approach, relying on an expert report valuing the enterprise at $9.8 million.

The Superior Court dismissed the appeal, finding no palpable and overriding error in the Claims Officer's factual determination that Thorneloe was an unprofitable entity and his subsequent rejection of the expert's revenue multiplier methodology.

The court affirmed that expectation damages (lost profits) is the customary remedy for breach of contract, and a non-breaching party is not entitled to be put in a better position than if the contract had been performed.

The Court-appointed Monitor in the CCAA proceedings of Laurentian University brought an unopposed motion for approval of its reports, activities, and professional fees.

The Court applied the factors from Confectionately Yours and found the requested fees for the Monitor, EY FAAS, and the Monitor's counsel to be fair and reasonable, given the novel and complex nature of the proceedings.

The Court approved the fees, disbursements, and the Monitor's reports.

In the context of Laurentian University's CCAA proceedings, the moving party brought a motion seeking an order to direct the Monitor to engage in mediation regarding its appeal of a Claims Officer's decision.

The Claims Officer had upheld the Monitor's disallowance of the moving party's $9.8 million claim for loss of commercial value.

The court dismissed the motion, finding that the existing claims process provided an adequate mechanism for resolving the dispute through the pending appeal.

The court also noted that the request for mediation was made too late, as it was brought only after the Claims Officer had already determined the matter on its merits.

The applicant sought an Amended and Restated Initial Order, approval for a sale and investment solicitation process, and an increase in DIP financing in its CCAA proceedings.

Due to the chronic problem of late filings on the Commercial List, the court adjourned the motion because the materials were filed late the evening before the hearing.

The court extended the stay and authorized a small increase in DIP borrowing to maintain the business until the adjourned date, warning counsel that late filings for scheduled matters will result in adjournments.

Wilks Brothers, LLC applied for a review of a decision by TSX Inc. granting exemptive relief to Calfrac Well Services Ltd. The relief allowed Calfrac to retroactively correct a shareholder vote related to its recapitalization, in which votes from an ineligible shareholder (AIMCo) were inadvertently included.

The Commission found that Wilks had standing to bring the application as it was directly affected by the TSX decision.

However, the Commission dismissed the application on the merits, finding that the TSX did not consider irrelevant grounds, did not impose an illegal condition, did not overlook material evidence, and appropriately considered the public interest.

The Commission concluded that the agreement to rescind AIMCo's subscription was not an issuer bid under NI 62-104.

In the CCAA proceedings of Laurentian University, the applicant sought an order regarding a Compensation Claims Process.

On consent, the court deferred relief related to Third Party RHBP Claims to a subsequent hearing, ordering that the deadlines and procedures in the Compensation Claims Process Order would not apply to those claims at this time.

The remaining unopposed relief was granted.

Laurentian University brought a motion within its CCAA proceedings seeking the appointment of a Chief Redevelopment Officer, an increase in the fee cap for the Board of Governors' independent counsel, and approval of a claims process.

The court approved the appointment of the CRO and the fee increase.

Regarding the claims process, TD Bank proposed amendments to require consultation on claims over $5 million.

Balancing the need for efficiency with creditor involvement, the court modified the claims process to establish an 'Inspector Group' to authorize the compromise of material claims, drawing on principles from the Bankruptcy and Insolvency Act.

The applicant, Laurentian University, brought a motion within its CCAA proceedings to extend the stay of proceedings, approve an amendment to its DIP facility increasing the available funds by $10 million, and approve settlement agreements with its faculty association, staff union, and Huntington University.

The court found that the applicant had acted in good faith and with due diligence, making significant progress in its restructuring.

Despite opposition from Thorneloe University and the University of Sudbury regarding the DIP amendment, the court approved the requested relief, finding the DIP conditions reasonable and the extension necessary for the applicant's continued operations and restructuring efforts.

The appellant, an undischarged bankrupt, sought an extension of time to file a notice of appeal from a lower court order that declared his debts would survive bankruptcy and lifted a stay of proceedings.

The respondent opposed the extension, arguing there was no right to appeal without leave and that the appeal lacked merit.

The respondent also brought a cross-motion for security for costs.

The Court of Appeal granted the extension of time, finding that the appellant had a right to appeal under sections 193(c) and 193(a) of the Bankruptcy and Insolvency Act, and that the proposed appeal had arguable merit.

The court dismissed the respondent's cross-motion for security for costs, concluding that the "other good reason" test under Rule 61.06(1)(c) of the Rules of Civil Procedure was not met, given the appellant's impecuniosity and the arguable merit of the appeal.

The moving parties, a syndicate of six banks, sought to partially lift an automatic stay of a bankruptcy order pending appeal under s. 195 of the Bankruptcy and Insolvency Act.

The banks argued that the appellant was frustrating the bankruptcy process and might dissipate her assets.

The court found that the appellant's grounds of appeal were extremely weak and that maintaining the stay would prejudice the banks by preventing the trustee from identifying and preserving assets.

The court granted the motion, partially lifting the stay to allow the trustee to exercise specific powers under the BIA.