Martino Franco Calvaruso

The debtor applicants sought court approval for a pre-packaged sale ('quick flip') of their assets to a new company owned by existing management, pursuant to section 36 of the CCAA.

The proposed transaction was supported by the senior secured creditor but opposed by a subordinate secured creditor, BDC Capital Inc., who was excluded from the sales process and given minimal notice.

The Superior Court of Justice dismissed the motion, finding that the debtor failed to meet its burden under sections 36(3) and 36(4) of the CCAA.

The court held that the sales process lacked transparency, failed to make good faith efforts to sell to unrelated parties after the senior debt was purchased at a discount, and did not demonstrate that the proposed consideration was superior to other potential offers.

The applicants sought a final order approving a proposed arrangement under section 192 of the Canada Business Corporations Act to effect a recapitalization transaction.

A group of Class B shareholders opposed the arrangement, arguing the dilution of existing shareholders to 1% of new shares was unfair.

The court found the arrangement was put forward in good faith, had a valid business purpose, and was fair and reasonable given the company's financial distress and the lack of viable alternatives other than CCAA proceedings.

The court also granted a sealing order over confidential exhibits containing third-party bids, finding disclosure would pose a serious risk to important commercial interests.

The Monitor in a liquidating CCAA proceeding sought approval of its fees, a distribution to unsecured creditors, an extension of the stay of proceedings, and an order exempting it from tax and withholding obligations under various federal and provincial statutes.

The court approved the fees, distribution, and stay extension.

However, the court declined to grant the tax exemptions, finding no basis in law or evidence to declare that the Monitor is not a 'representative' or is not 'distributing' funds under the tax statutes, especially without notice to the relevant taxation authorities.

Corus Entertainment Inc. and 17311737 Canada Inc. sought and obtained a preliminary interim order in connection with a proposed arrangement under the Canada Business Corporations Act.

The court granted a stay of rights and remedies against the Corus Entities until December 18, 2025, to provide breathing space for the applicants to finalize definitive documentation for a recapitalization transaction.

The transaction is designed to significantly reduce the company's debt and annual cash interest costs while extending maturity dates.

The applicants demonstrated compliance with statutory requirements and good faith in pursuing the arrangement following a formal strategic review.

The stay does not affect obligations to trade creditors, suppliers, customers, or employees.

The Court-appointed Monitor sought approval of a Surplus Sharing Agreement between DCL Corporation and Representative Counsel regarding the allocation of surplus funds in the Applicant's Salaried and Hourly Defined Benefit Pension Plans.

The Monitor also sought a declaration that the Applicant is entitled to the surplus under section 79(3)(b) of the Pension Benefits Act and an extension of the stay of proceedings to January 31, 2026.

The relief was unopposed and strongly supported by Representative Counsel.

The court approved the settlement, finding it fair and reasonable, and granted the requested stay extension.

This decision sanctions the CCAA Plans of Imperial Tobacco Canada Limited, Imperial Tobacco Company Limited, JTI-Macdonald Corp., and Rothmans, Benson & Hedges Inc., effecting a global settlement of all tobacco-related claims in Canada.

The court reviews the structure, allocation, and fairness of the plans, including the creation of a $1 billion Cy-près Foundation, and addresses objections from social stakeholders.

The court finds the plans fair, reasonable, and in the public interest, and grants the requested relief, including third-party releases and the appointment of plan administrators.

This endorsement addresses motions by the court-appointed Monitors in the ongoing Companies’ Creditors Arrangement Act (CCAA) proceedings involving JTI-Macdonald Corp., Imperial Tobacco Canada Limited and Imperial Tobacco Company Limited, and Rothmans, Benson & Hedges Inc. The Monitors sought approval for amendments to the CCAA Plans to resolve the allocation of a $750 million working capital holdback among the Tobacco Companies.

The only opposition came from the Heart and Stroke Foundation, which objected as a social stakeholder but was found to lack standing.

The court granted the motions, finding the amendments did not adversely affect any creditors and were appropriate in the circumstances.

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.

This endorsement concerns ongoing insolvency proceedings under the Companies’ Creditors Arrangement Act (CCAA) involving JTI-Macdonald Corp., Imperial Tobacco Canada Limited, Imperial Tobacco Company Limited, and Rothmans, Benson & Hedges Inc. The specific motion, brought by the applicants, sought a Quebec Class Action Plaintiffs Notice Protocol Order.

The motion was unopposed and was granted by the court, with the requested order signed.

This endorsement concerns a joint motion brought by the court-appointed Monitors for JTI-Macdonald Corp., Imperial Tobacco Canada Limited, Imperial Tobacco Company Limited, and Rothmans, Benson & Hedges Inc. in their ongoing Companies’ Creditors Arrangement Act (CCAA) proceedings.

The Monitors sought a Sanction Protocol Order to establish the date for the Sanction Hearing, ratify the litigation timetable, approve the dissemination of the Agenda and Sanction Hearing procedure, approve the Omnibus Sanction Hearing Notice, and set the deadline for Sanction Hearing Objection Notices.

The motion was unopposed and was granted by the court, with three orders signed.

This supplementary endorsement addresses a request from JTI-Macdonald Corp. regarding the adequacy of notice elements in the Claims Procedure Order within the ongoing Companies' Creditors Arrangement Act (CCAA) proceedings.

The court confirmed its satisfaction that the notice elements in the Claims Procedure Orders are reasonable in the circumstances, addressing an oversight from previous submissions.

Sandvine Corporation and its affiliates sought an initial order under the Companies’ Creditors Arrangement Act (CCAA), including an urgent 10-day stay of proceedings, extension of the stay to non-applicant entities (Procera II LP and other foreign subsidiaries), appointment of KSV Restructuring Inc. as monitor, and approval of interim financing (DIP) charge, administration charge, and directors' charge.

The court found the applicants insolvent, established jurisdiction in Ontario, and determined that the requested relief was necessary for the continued operation and restructuring of the integrated global business.

The Initial Order was granted, and a comeback hearing was scheduled.