Geoffrey B. Morawetz

The Foreign Representative, Yellow Corporation, brought an unopposed motion under the CCAA for a Fifth Supplemental Order recognizing and enforcing three orders granted by the U.S. Bankruptcy Court in Chapter 11 proceedings.

The orders authorized the abandonment and destruction of certain documents, compelled specific performance of an asset purchase agreement, and authorized the assumption of certain unexpired leases.

The court found it appropriate to grant the requested relief and recognize the U.S. Orders in Canada.

This application sought recognition of US Chapter 11 proceedings for Hornblower Group, Inc. and its affiliates (including Canadian Debtors) under the Companies’ Creditors Arrangement Act (CCAA).

The applicant requested orders declaring Hornblower Group as a foreign representative, recognizing the US proceedings as a foreign main proceeding, granting a stay of proceedings in Canada, recognizing US First Day Orders, appointing an information officer, and granting administration, debtor-in-possession (DIP), and directors' and officers' (D&O) charges.

The court granted all requested relief, finding that the Canadian Debtors' centre of main interests (COMI) was in the US, rebutting the statutory presumption, and emphasizing the importance of comity and coordination in cross-border insolvency.

The applicant, Hornblower Group, Inc., sought an interim stay of proceedings in Canada under Part IV of the CCAA and section 106 of the Courts of Justice Act.

The stay was requested in connection with Chapter 11 proceedings commenced by the applicant and its affiliates in the United States.

The motion was unopposed.

The court found it had jurisdiction to grant the stay, noting it was consistent with principles of comity and cooperation, and granted the interim stay to preserve the value of the Canadian business during the restructuring.

The Receiver brought an unopposed motion for an order approving a Claims Adjudication Process, appointing a Claims Officer, and approving its Twentieth Report.

The court granted the motion but modified the proposed order to remove limitations on appeal rights and standard of review, noting that such issues remain to be determined by the court hearing any appeal, not by the Claims Officer.

This motion concerned an application by BBB Canada Ltd. for an extension of the Stay Period under the Companies’ Creditors Arrangement Act.

The court addressed a key issue regarding the transfer of approximately $6.1 million from BBB Canada to a U.S. concentration account, which contravened the Amended and Restated Initial Order requiring a minimum balance.

Despite the breach, which was attributed to miscommunication and lack of oversight, the court found no intention to contravene the order and that no creditor would be prejudiced due to a reimbursement agreement.

The court granted the extension of the Stay Period until May 22, 2024, emphasizing the applicant's good faith and due diligence, but also highlighting the importance of adherence to court orders and timely disclosure of breaches.

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.

In a Companies’ Creditors Arrangement Act (CCAA) proceeding, the applicants sought an Amended and Restated Initial Order (ARIO) to extend a stay of proceedings, approve debtor-in-possession (DIP) financing, and increase court-ordered priority charges.

A central issue was whether Ernst & Young Inc. (E&Y) should continue as Monitor, given that an affiliate had acted as the applicants' auditor within the two-year restricted period under CCAA s. 11.7(2).

The court granted the stay extension, approved the DIP financing, and increased the charges, finding these necessary for the restructuring.

However, the court denied E&Y's continuation as Monitor, emphasizing a stricter interpretation of CCAA s. 11.7(2).

The court found no "extenuating or unique circumstances" to override the general rule against appointing a former auditor within the restricted period, despite arguments of cost-effectiveness and existing knowledge.

FTI Consulting Canada Inc. was appointed as the new Monitor.

This endorsement concerns the Companies' Creditors Arrangement Act (CCAA) proceedings for JTI-MacDonald Corp., Imperial Tobacco Canada Limited, Imperial Tobacco Company Limited, and Rothmans, Benson & Hedges Inc. The court granted an unopposed motion to extend the stay period until March 29, 2024.

Recognizing the complexity and the four-and-a-half-year duration of negotiations, the court directed the three court-appointed Monitors, in conjunction with the court-appointed Mediator, to collaborate and develop comprehensive Plans of Compromise or Arrangement.

The objective is to finalize plans that are fair and reasonable to all applicants and creditors, moving from observable activity to meaningful action.

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.

The Applicants, Nordstrom Canada Retail, Inc., Nordstrom Canada Holdings, LLC, and Nordstrom Canada Holdings II, LLC, brought a motion under the Companies’ Creditors Arrangement Act (CCAA) seeking an extension of the Stay Period, approval for the wind-up and termination of the Employee Trust with related releases, and the discharge of the KERP charge.

The court granted the motion, finding that the Applicants had acted in good faith and with due diligence, and that the requested releases for the Employee Trust Released Parties were appropriate given their contribution to the orderly wind-down.

There was no opposition to the motion.

The Monitor in the Companies' Creditors Arrangement Act (CCAA) proceedings for Urbancorp Toronto Management Inc. and affiliated entities sought court approval for a settlement agreement and an amendment to the Initial Order.

The settlement resolved a dispute over a $5.9 million consulting fee with Mattamy (Downsview) Limited, resulting in a $2.9 million asset for Urbancorp Toronto Management Inc. (UTMI).

The amendment increased the authorized intercompany loan limit from $1 million to $4.7 million to reflect actual advances to UTMI.

The court approved both the settlement and the amendment, finding them fair, reasonable, and consistent with the CCAA's purpose, but made the approvals conditional upon obtaining corresponding approval from the Israeli Court, given the intertwined nature of the foreign proceeding.

This endorsement addresses an unopposed motion brought by the Applicants in a Companies’ Creditors Arrangement Act (CCAA) proceeding.

The Applicants sought an order extending the stay period until January 31, 2024, approving the Monitor’s 58th Report and its activities, and approving the fees and disbursements of the Monitor, Monitor’s counsel, and Applicants’ counsel.

The court found that the Applicants continued to work in good faith and with due diligence, had sufficient resources for the extension period, and that the requested extension and fee approvals were reasonable.

The motion was granted in its entirety.

The Monitor in a CCAA proceeding brought an unopposed motion to extend the stay period, approve its activities, and approve its fees and those of its counsel.

The court found that the applicants had acted in good faith and with due diligence, and that the applicants had sufficient cash flow to operate during the proposed stay period.

The motion was granted, extending the stay period to January 31, 2024, and approving the Monitor's activities and fees.

The applicant, Yellow Corporation, sought an interim stay of proceedings in Canada under Part IV of the CCAA and section 106 of the Courts of Justice Act.

The applicant had commenced Chapter 11 proceedings in the United States and sought the interim stay pending the First Day Hearing in the U.S. Bankruptcy Court.

The court granted the interim stay, finding it within its jurisdiction, consistent with principles of comity, and necessary to preserve the value of the Canadian business during the company's wind-down efforts.

The Foreign Representative of Diebold Nixdorf, Incorporated and its Canadian subsidiaries applied under the Companies’ Creditors Arrangement Act (CCAA) for recognition of U.S. Chapter 11 proceedings as foreign main proceedings and for recognition and enforcement of U.S. orders, including a super-priority debtor-in-possession (DIP) charge and a prepackaged plan of reorganization.

The court granted the application, finding the U.S. to be the centre of main interests (COMI) for the Canadian entities despite their registered offices being in Canada, due to integrated management, operations, and financial functions.

The court recognized the foreign orders, including the DIP charge, as consistent with CCAA principles and not contrary to public policy, and found no material prejudice to Canadian interests.

The request to dispense with the mandatory notice publication was denied.

The Applicants, Nordstrom Canada Retail, Inc., Nordstrom Canada Holdings, LLC, and Nordstrom Canada Holdings II, LLC, sought court approval under the Companies’ Creditors Arrangement Act (CCAA) for two lease assignment transactions (the Winners Agreement and the G2MC Agreement) and for the approval of the Monitor's activities, fees, and disbursements.

These transactions involved the assignment of three Nordstrom Rack Leases for an aggregate cash consideration of $938,734, which also significantly reduced potential landlord claims against the Nordstrom Canada Entities' estate.

The court considered the factors under CCAA section 36(3) and the Soundair principles, noting that the marketing process was comprehensive and the Monitor supported the relief sought.

There was no opposition to the motion.

The court granted the motion, approving the transactions and the Monitor's fees and disbursements, finding them to be fair and reasonable and in the best interests of the stakeholders.

The Receiver brought a motion seeking court approval for two asset sale transactions (AMI Transaction and Bottom Line Transaction), associated sealing orders for confidential financial and employee information, and approval of its Sixteenth and Seventeenth Reports.

The court applied the Soundair Principles to approve the sales, finding the Receiver made sufficient effort to obtain the best price and acted with integrity.

The court also granted the sealing orders, applying the Sherman Estate test, to protect confidential economic terms, third-party contracts, and employee information, finding the benefits outweighed the impact on the open court principle.

All requested relief was granted.

BBB Canada Ltd., the applicant in a CCAA proceeding, brought a motion to extend the Stay Period to August 22, 2023.

The motion was supported by an affidavit and the Monitor's report, detailing the completion of liquidation sales, lease assignments, and the wind-down of retail operations.

The extension was sought to finalize post-closing matters and establish a limited claims procedure for directors and officers.

The court found the applicant acted in good faith and with due diligence, had sufficient liquidity, and that no party would be materially prejudiced.

The motion was granted.

The SMA 2 Unitholders sought a declaration that substantive consolidation does not apply to Bridging SMA 2 LP and approval for a second interim distribution.

The Receiver and Unitholder Representative Counsel opposed, arguing the motion was premature as various distribution issues, including the full economic impact of consolidation, remained unresolved.

The court dismissed the motion, deferring to the Receiver's position that a determination on substantive consolidation and further distributions was premature given the incomplete factual record and outstanding distribution issues.

The applicant, BBB Canada Ltd., brought a motion under the Companies' Creditors Arrangement Act (CCAA) seeking two orders: first, to assign the Ottawa Trainyards Lease to Winners Merchants International L.P. pursuant to section 11.3 of the CCAA, due to the landlord's unresponsiveness; and second, to approve the Assignment and Assumption of Lease Agreement with Giant Tiger Stores Limited for the Colossus Lease, including vesting the applicant's interest free and clear of encumbrances.

The motion was unopposed, and the Monitor supported the applicant's position.

The court granted both requests, finding that the requirements of section 11.3 of the CCAA were met for the Ottawa Trainyards Lease assignment and that the factors under section 36(3) of the CCAA were satisfied for the Giant Tiger Agreement, including a reasonable process, Monitor's concurrence, fair and reasonable purchase price, and the transaction being in the best interest of stakeholders.