Shawn Tyler Irving

This endorsement grants several orders sought by the Applicants in ongoing Companies' Creditors Arrangement Act (CCAA) proceedings, including approval of the Monitor’s reports and activities, amendment of reporting obligations, addition of Block 6 Holding Inc. as an Applicant, approval of a property sale and related distributions, and the appointment of a mediator to address cost allocation issues among financiers.

The court finds all relief appropriate and supported by the record.

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.

The Applicants in a CCAA proceeding sought a Funding Contribution and Turn-Over Order to compel various financiers to contribute to a $40 million wind-down cost, an extension of the stay period, and approval of a Key Employee Retention Plan (KERP).

The court declined the Funding Order and KERP, finding that CCAA section 11.01(b) prohibits compelling new money advances from stakeholders, and that securitization parties are differently situated with assets excluded from the debtor's property.

The court did grant a shorter extension of the stay of proceedings.

This endorsement concerns a motion brought by Pride Group Holdings Inc. and its affiliates (the Applicants) under the Companies' Creditors Arrangement Act (CCAA) for approval of a going concern transaction for Pride Group Logistics (PGL), a distinct business line.

The proposed purchasers included principals of the Applicants, leading the Court-appointed Monitor to undertake negotiations and carriage of the motion.

The Monitor, supported by the Applicants, their directors, employees, and some financiers (Daimler, Mitsubishi, Finloc, National Bank), recommended approval, arguing it offered a higher recovery than liquidation, preserved approximately 500 jobs, and avoided significant wind-down costs for the broader Pride Entities.

The transaction was opposed by certain secured lenders, including The Bank of Nova Scotia, The Lending Syndicate, TD Equipment Finance Canada, and RBC entities, who preferred a wind-down.

The court applied the factors under CCAA s. 36(3) and the Soundair Principles, finding the sale process reasonable, fair, and transparent.

The court concluded that the transaction was the only viable going concern option, superior to a wind-down, and consistent with the CCAA's purpose of avoiding social and economic losses from liquidation.

The PGL Going Concern Transaction was approved.

This endorsement addresses three motions within a receivership proceeding.

Mizrahi Inc. (MI) sought extensive production of construction documents and an increased reserve, arguing relevance to its pending payment motion and a set-off claim.

The Receiver sought a Lien Claims Resolution Order to standardize the process for resolving lien claims.

Gamma Windows and Walls International Inc. (Gamma) sought an order for payment of invoices, contract termination, and a reference to quantify its lien.

The court largely dismissed MI's document production request, finding it sought information for a collateral purpose (assessing a personal guarantee) and that sufficient information was already available through the SISP Data Room, with a minor exception for general cost information.

The Lien Claims Resolution Order was granted as unopposed.

Gamma's motion was adjourned to allow for consensual discussions, with the court emphasizing that its claims should be resolved through the newly established Lien Claims Resolution process or heard concurrently with MI's payment motion for judicial economy.

This motion was brought by BBB Canada Ltd. to terminate its Companies' Creditors Arrangement Act (CCAA) proceedings.

The applicant sought orders to terminate the CCAA proceedings, discharge the Monitor, terminate and discharge various charges, grant releases to specified parties, and approve the Monitor's numerous reports, actions, and fees.

The motion was unopposed.

The court found that the CCAA proceedings were nearly complete, with all major transactions finalized and claims paid.

The court was satisfied that the proceedings should be terminated, the Monitor's reports and activities approved, and the requested fees and releases granted, noting the significant contributions of the released parties and the limited scope of the releases.

The Ad Hoc Committee of Aleafia Health Inc. Debentureholders brought an urgent motion to lift the stay of proceedings under section 69.3(1) of the Bankruptcy and Insolvency Act.

The purpose was to allow them to issue a Statement of Claim against Aleafia and its directors/officers for negligent misrepresentation, specifically to pursue recovery under Aleafia's insurance policies before a limitation period expired.

The Trustee in Bankruptcy did not oppose the motion.

The court granted the motion, finding no prejudice to creditors or Aleafia, but made the order conditional on no opposition being received from the Office of the Superintendent of Bankruptcy (OSB) by a specified date, as the OSB had not been initially served.

The Court-appointed Receiver sought approval for three orders concerning a large condominium project in receivership: a Sale and Investment Solicitation Process (SISP) Approval Order, a Reconfiguration and Letters of Credit (LC) Order, and a Holdback Release Order.

The Reconfiguration and LC Order and Holdback Release Order were unopposed.

The SISP Approval Order was opposed by subordinate lenders (Coco Parties) primarily due to a $1.2 billion minimum bid threshold, which they argued would intentionally cause the SISP to fail.

The court approved all three orders, deferring to the Receiver's business judgment and the Senior Secured Lenders' position, noting the Coco Parties provided no evidence to support their objections and were contractually subordinated.

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 applicants, senior secured lenders, sought the appointment of a receiver over the assets of "The One" mixed-use construction project due to financial and covenant defaults by the borrower.

The project, significantly delayed and over budget, had outstanding debt of approximately $1.235 billion.

The appointment of Alvarez & Marsal Canada Inc. as receiver was unopposed by any key stakeholder.

The court granted the application, appointed the receiver, approved a super-priority receivership funding credit agreement of up to $315 million, and issued a stay of proceedings, finding it just and convenient to stabilize the situation and maximize recovery for all stakeholders.

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.

Chalice Brands Ltd., a vertically integrated cannabis company, sought an Initial Order under the Companies' Creditors Arrangement Act (CCAA) due to an urgent liquidity crisis.

The court granted the Initial Order, extending the CCAA stay of proceedings to its non-filing US-based affiliates, which are integral to its operations, and approved a first-ranking Administration Charge.

This cross-border restructuring is coordinated with a planned Oregon receivership, as US federal law precludes bankruptcy protection for cannabis companies.

The decision emphasizes the integrated nature of the business and the necessity of the stay to preserve value and pursue a going-concern sale.

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.

The applicant, BBB Canada Ltd., sought court approval under the Companies’ Creditors Arrangement Act (CCAA) for the assignment of several leases to Canadian Tire Corporation, Winners Merchants International L.P., and DKB Capital, and an extension of the stay period.

The motion was unopposed and supported by the Monitor, who deemed the transactions fair, reasonable, and in the best interests of the creditors.

The court approved the lease assignments and extended the stay period to allow for final reconciliation and settlement of liquidation sale amounts.

The applicant, BBB Canada Ltd., sought court approval under the Companies' Creditors Arrangement Act (CCAA) for an Omnibus Assignment and Assumption of Leases, FF&E and Trade Fixtures Agreement with DKB Capital.

The motion also requested orders for the assignment of certain leases under section 11.3 of the CCAA and a temporary sealing order for the unredacted agreement.

The court found the marketing process comprehensive, the consideration fair and reasonable, and the agreement beneficial to stakeholders.

The assignments were unopposed.

The court applied the Sherman Estate test for the sealing order and found it appropriate given its limited scope and time.

The motion was granted in its entirety.

The Applicants, a group of Just Energy entities under CCAA protection, sought an order authorizing them, as foreign representative, to pursue claims under s. 36.1 of the CCAA (fraudulent preferences and transfers undervalue) in a U.S. Bankruptcy Court adversary proceeding against the Electricity Reliability Council of Texas (ERCOT) and the Texas Public Utilities Commission (PUCT).

ERCOT challenged the foreign representative's standing, arguing that only the Monitor had such standing under a strict reading of s. 36.1(2)(b) of the CCAA.

The court, emphasizing a broad and liberal interpretation of the CCAA and its interplay with the BIA, found that s. 36.1(1) allows for "modifications that the circumstances require." It ruled that allowing the foreign representative to pursue the claims, with the Monitor's support and supervision, was consistent with the CCAA's objectives of facilitating debtor restructuring and benefiting stakeholders.

The court granted the order, allowing the foreign representative to pursue the claims nunc pro tunc, with the Monitor assisting and supervising.

Just Energy Group Inc. and its affiliates sought an initial order for protection under the Companies' Creditors Arrangement Act (CCAA) due to a severe liquidity crisis.

This crisis stemmed from unprecedented and controversial price increases imposed by Texas regulators (ERCOT and PUCT) following an extreme winter storm.

The court granted a 10-day stay of proceedings, approved a $125 million debtor-in-possession (DIP) financing, stayed regulatory actions in Canada and the U.S., authorized charges for essential suppliers, and stayed set-off rights.

The court also approved administrative and directors and officers charges.

However, the request for third-quarter bonus payments was denied for the initial order, to be reconsidered at a later hearing.

The Receiver, supported by the Applicant (senior secured lender and stalking horse bidder), sought court approval for a Sale Procedure featuring a stalking horse agreement for the North Barrie Crossing Shopping Centre.

The Respondents opposed, raising concerns about the credit bid valuation, expense reimbursement, deposit requirements, minimum overbid, and the timing of the sale during the COVID-19 crisis.

The court applied the Soundair and CCM Master principles, largely approving the Receiver's plan with minor amendments, including requiring environmental and building condition reports and tenant estoppel certificates, and extending the sale timeline by two weeks to enhance the bidding process.

This application, brought by Hollander Sleep Products, LLC as foreign representative for itself and other Chapter 11 Debtors (including Hollander Sleep Products Canada Limited), sought recognition of US Chapter 11 proceedings as foreign main proceedings under Part IV of the Companies’ Creditors Arrangement Act (CCAA).

The court granted the application, recognizing the Chapter 11 Cases as foreign main proceedings, imposing a stay of proceedings, recognizing certain First Day Orders, granting a DIP ABL Charge, appointing an Information Officer, and approving an Administration Charge.

A key aspect was the determination of Hollander Canada's Centre of Main Interests (COMI) as being in the United States, despite its Canadian registered office, due to its deep integration with the US parent's operations.

The court also approved a DIP ABL Charge with joint and several liability for Hollander Canada and a "creeping roll-up" provision, distinguishing the case from Payless Holdings Inc. LLC, (Re) by noting Hollander Canada's insolvency, the absence of material prejudice to Canadian creditors, and the inclusion of a quasi-marshalling construct.

Oxford Properties Group brought a motion seeking the appointment of a specific arbitrator to determine the current value of the Newmarket Property under an option agreement.

Sears Canada Inc. and its Monitor brought a cross-motion requesting the appointment of a different arbitrator, who was already acting as a Claims Officer in the CCAA proceedings, to determine both the property's value and Oxford's related disputed claims.

The court found the issues to be inextricably linked and that separate proceedings would lead to additional cost and delay.

The court granted the cross-motion, appointing the arbitrator proposed by Sears and the Monitor to resolve all outstanding issues related to the property in a single, consolidated proceeding, thereby dismissing Oxford's motion.