Bradley Wiffen

The decision concerns the approval of a reverse vesting order (RVO) in the context of insolvency proceedings under the Companies' Creditors Arrangement Act (CCAA).

The Court-appointed Monitor sought approval for a transaction involving the sale of all shares of the Purchased Companies to North Mill Equipment Finance LLC, the granting of related releases, a sealing order, and an extension of the stay of proceedings.

The court reviewed the necessity and fairness of the RVO structure, the process leading to the transaction, and the impact on stakeholders, ultimately granting the relief sought.

The applicants, Xplore Inc. and a wholly-owned subsidiary, sought a final order approving a plan of arrangement under the Canada Business Corporations Act (CBCA).

The arrangement aimed to implement a comprehensive recapitalization transaction to significantly deleverage the company's secured debt and secure new financing.

A key component of the plan was a reverse vesting order (RVO) to separate uneconomic satellite business obligations from the ongoing operations.

The court found that the arrangement met all statutory requirements, was proposed in good faith, and was fair and reasonable to all stakeholders, including the initially opposing satellite providers who reached a commercial resolution.

The court also confirmed its jurisdiction under s. 192(4) of the CBCA to grant an RVO and approved the inclusion of third-party releases.

This endorsement addresses motions related to a proposed recapitalization transaction of Xplore Inc. and 16029167 Canada Inc. via a plan of arrangement under the Canada Business Corporations Act (CBCA).

The applicants sought an Interim Order to facilitate a vote on the arrangement, while certain satellite providers (unsecured creditors) brought 'comeback motions' objecting to the preliminary interim order's stay of remedies and the proposed treatment of their contracts, including non-payment of full contractual rates and the use of a reverse vesting order.

The court granted the Interim Order, finding that the applicants met the statutory requirements and acted in good faith, and that the fairness of the arrangement, including the novel reverse vesting order, warranted a full fairness hearing.

The court upheld the stay, finding the non-disclosure by applicants not material and that the court has broad discretion to impose terms on critical suppliers, drawing analogies to CCAA provisions.

The satellite providers' requests for full contractual payments and security were denied, and their motion to lift the stay for a bankruptcy application was adjourned.

The applicants, Xplore Inc. and 16029167 Canada Inc., sought a preliminary interim order under s. 192(4) of the CBCA to facilitate a comprehensive recapitalization transaction.

The applicants requested a stay of proceedings to prevent unsecured creditors, particularly satellite providers, from taking unilateral actions that could disrupt services to rural customers while definitive agreements were finalized.

The court granted the preliminary interim order, finding that the proposed transaction constituted an arrangement, the solvency requirement was met, and the stay was necessary to provide stability during negotiations.

The Québec Plaintiff, Jean-François Bourassa, brought a motion seeking a CCAA Representation Order to represent Canadian Personal Injury Claimants in foreign recognition proceedings and related Chapter 11 proceedings, including the appointment of specific counsel and an order for their fees to be borne by the Canadian Debtors.

The motion was opposed by the Canadian Debtors and other stakeholders.

The court dismissed the motion, finding that the interests of the Canadian Personal Injury Claimants were already adequately represented by the Official Committee of Opioid Claimants (OCC) in the U.S. Chapter 11 cases, which had been recognized as the foreign main proceeding in Canada.

The court emphasized the principle of cooperation with the foreign court and noted the Québec Plaintiff's lack of timely objection to previous orders in both the U.S. and Canadian proceedings.

Paladin Labs Inc., as foreign representative for itself and Paladin Labs Canadian Holding Inc. (the Canadian Debtors), brought a motion under section 46 of the Companies' Creditors Arrangement Act (CCAA) for recognition and enforcement of two orders granted by the United States Bankruptcy Court in their Chapter 11 cases: a Bidding Procedures Order and a Bar Date Order.

The motion was unopposed.

The court granted the motion, finding that recognition was consistent with principles of comity and Canadian public policy, and would enable the Canadian Debtors to proceed with the sale process to maximize asset value and ascertain claims.

The Foreign Representative brought a motion under section 49 of the Companies' Creditors Arrangement Act for an order recognizing and enforcing several additional orders entered by the United States Bankruptcy Court in Chapter 11 proceedings.

The Information Officer supported the motion, noting the integrated nature of the operations and the equal treatment of Canadian and US stakeholders.

The court granted the motion, finding that recognition was appropriate to preserve the value of the Canadian debtors, enable continued operations, and ensure judicial comity.

The applicant, acting as the Foreign Representative in Chapter 11 proceedings, brought a motion under the Companies' Creditors Arrangement Act to recognize and enforce Second Day Orders entered by the United States Bankruptcy Court.

The court granted the motion, finding that recognition was appropriate to preserve the value of the Canadian debtors, enable continued operations, and ensure judicial cooperation and comity.

The Canadian Debtors, part of the global Endo pharmaceutical group, applied under Part IV of the CCAA for an interim order recognizing Chapter 11 proceedings commenced in the United States.

The court found that Ontario was the proper jurisdiction for the recognition proceedings due to the debtors' substantial business presence and security agreements governed by Ontario law.

The court granted the interim order, including a stay of proceedings in favour of the Canadian Debtors and affiliated non-applicant entities facing opioid-related class action litigation in Canada, to protect the operations of the Canadian business pending a full recognition hearing.

Laurentian University brought an unopposed motion within its CCAA proceedings for an order extending the stay period to September 30, 2022, and an order approving a Pension Participation Agreement with the University of Sudbury.

The court found that the applicant had acted in good faith and with due diligence, justifying the stay extension.

The court also approved the pension agreement, finding it to be a fair and reasonable settlement that provided substantial benefits to stakeholders and was consistent with the purpose of the CCAA.