Brittney Ketwaroo

The appellants, holders of 2025 series senior secured notes, appealed the final order approving a CBCA plan of arrangement that restructured $270 million in pari passu senior secured notes issued in three series.

The arrangement extended the maturity dates of all notes and was approved by 75 percent of senior noteholders voting as one class, though only 20 percent of 2025 noteholders voted in favour.

The Court of Appeal dismissed the appeal, finding it was moot because the plan had been implemented without a stay, and that it constituted a collateral attack on the interim order establishing the single-class voting classification, from which leave to appeal had already been denied.

The court further held that the application judge applied the correct test under s. 192 of the CBCA, made factual findings entitled to deference, and committed no reviewable error in finding the arrangement fair and reasonable or in dismissing the oppression remedy application.

In CCAA proceedings involving a major Canadian retailer in insolvency, Employee Representative Counsel brought a motion to approve a Hardship Programs Term Sheet providing three programs to alleviate hardships for vulnerable non-unionized former employees: a Trust Program extending and settling long-term disability benefits for approximately 157 former employees funded through a pre-existing trust, a Woodwards Replacement Policy funded through a company reserve fund, and an Employee Hardship Program funded by $250,000 in foregone secured lender payments.

The court approved the Term Sheet as fair, reasonable, beneficial to stakeholders, and consistent with the purpose and spirit of the CCAA.

Ancillary relief including releases, declaratory relief characterizing Employee Hardship Fund payments as non-earnings for EI purposes, and a sealing order protecting personal information of LTD recipients and trustees were also granted.

An unsupported objection by one individual was dismissed as lacking credible basis.

In a landmark CCAA proceeding involving Hudson's Bay Company, the court declined to approve the assignment of 25 major retail department store leases across Canada to a new tenant, Ruby Liu Commercial Investment Corp., despite the transaction representing the highest bid and generating approximately $50 million in net proceeds for creditors.

The court found that the proposed assignee failed to meet the reasonableness standard under section 11.3(3) of the CCAA, particularly regarding its ability to perform the substantial and ongoing obligations under the leases.

The decision emphasizes that section 11.3 is an extraordinary power that must be exercised sparingly, and that the court must balance the interests of all stakeholders, including the contractual counterparties (landlords) who would be compelled into a long-term relationship with an untested and undercapitalized purchaser.

The court also rejected the applicants' arguments that certain lease provisions constituted ipso facto clauses violating the anti-deprivation rule and section 34 of the CCAA.

In a Companies' Creditors Arrangement Act proceeding, the applicant Hudson's Bay Company ULC and related entities sought approval of an Art Collection Auction Process Order to authorize the auction of artwork and artifacts held by the company.

The court approved the proposed auction procedures, which included both live and online auction components.

The court noted that certain items were excluded from the auction, including the Royal Charter, artifacts previously donated to the Manitoba Museum, the company's reference collection donated to the Archives of Manitoba, and war memorials.

Additionally, 24 artifacts believed to be of Indigenous origin or representative of Indigenous culture were excluded from the auction and would be donated to appropriate custodians in consultation with Indigenous communities.

The court found that the proposed procedures satisfied the applicable legal tests and represented the most appropriate process for disposing of the art collection while balancing the interests of creditors with cultural and historical considerations.

In this CCAA proceeding, the court granted multiple orders sought by Hudson's Bay Company and related entities, including approval of lease assignment agreements with YM Inc. and Ivanhoe Cambridge, sealing of confidential bid information, extension of the stay of proceedings to October 31, 2025, and approval of the Monitor's reports and activities.

The court rejected requests for adjournment and conditional distributions, finding the lease monetization process was fair and transparent, and that the proposed transactions represent a positive development for stakeholders.

This endorsement grants an unopposed application by RioCan Real Estate Investment Trust and related entities for the appointment of FTI Consulting Canada Inc. as receiver over the assets of the RioCan-HBC joint venture entities.

The court reviews the legal test for appointing a receiver under the Bankruptcy and Insolvency Act and the Courts of Justice Act, referencing relevant case law and statutory factors.

The receivership is found to be just and convenient in light of the joint venture’s financial distress, the failure of restructuring efforts, and the need to preserve and maximize value for stakeholders.

The order authorizes the receiver to borrow up to $20 million and provides for allocation of costs and a mechanism for secured lenders to terminate the receivership as to their collateral.

This decision approves four orders sought by the Applicants under the Companies’ Creditors Arrangement Act (CCAA): (1) approval of an asset purchase agreement (APA) with Canadian Tire Corporation for the sale of Hudson’s Bay’s intellectual property; (2) a sealing order for the confidential appendix summarizing bids; (3) termination of the stay of proceedings and CCAA proceedings for certain entities, concurrent with the appointment of a receiver; and (4) a declaration under the Wage Earner Protection Program Act (WEPPA) to assist terminated employees.

The Court found the sale process fair and transparent, the consideration reasonable, and the relief unopposed and supported by the Monitor.

The decision concerns an application under section 192 of the Canada Business Corporations Act (CBCA) for approval of a plan of arrangement by The Cannabist Company Holdings (Canada) Inc. and 16834434 Canada Inc., opposed by Murchinson Ltd. (on behalf of certain noteholders).

The court granted the final order approving the arrangement, which restructures the company’s senior notes, and dismissed Murchinson’s related oppression application.

The reasons address the fairness and reasonableness of the arrangement, the appropriateness of third-party releases, and the standing of Murchinson to bring an oppression claim.

The Applicants, The Cannabist Company Holdings (Canada) Inc. and 16834434 Canada Inc., sought an interim order under section 192 of the Canada Business Corporations Act (CBCA) to approve a plan of arrangement and to direct the holding of a meeting of Senior Noteholders.

The Court granted the interim order, finding the Applicants acted in good faith and met the statutory requirements.

The Court also approved the classification of all Senior Noteholders as a single class for voting purposes, rejecting the respondent's argument for separate classes.

The order included a limited stay of proceedings and set out the process for the upcoming meeting and final order hearing.

This decision grants initial relief under the Companies’ Creditors Arrangement Act (CCAA) to Hudson’s Bay Company ULC and related entities, including a stay of proceedings, approval of DIP financing, and various charges to facilitate restructuring.

The court reviews the history and financial distress of Hudson’s Bay, the legal standards for CCAA relief, and the appropriateness of extending the stay to non-applicant parties and co-tenants.

The judgment also addresses the maintenance of the cash management system, appointment of a monitor, and the criteria for administration and directors’ charges.

The court finds the relief sought is necessary and appropriate to stabilize operations and maximize value for stakeholders during the initial stay period.

The Trustee, KSV Restructuring Inc., sought substantive consolidation of the estates of ProEx Logistics Inc., Guru Logistics Inc., and 1542300 Ontario Inc., as well as authorization to accept claims by Paul Randhawa and to approve the Trustee’s reports.

The court granted substantive consolidation and approved the Trustee’s reports, but declined to authorize the Trustee’s acceptance of Paul’s claims, holding that the Bankruptcy and Insolvency Act provides a comprehensive code for the allowance and disallowance of claims, and that equity owners such as Rana Randhawa have no standing to challenge the Trustee’s decision to accept a claim.

The decision also addresses the effect of outstanding costs awards on standing and the finality of proceedings.