Mitchell William Grossell

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.

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 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.

The Superior Court of Justice addressed multiple motions within the complex Companies’ Creditors Arrangement Act (CCAA) proceedings of JTI-Macdonald Corp., Imperial Tobacco Canada Limited, Imperial Tobacco Company Limited, and Rothmans, Benson & Hedges Inc. The court granted a stay extension until January 31, 2025, and approved Meeting Orders and Claims Procedure Orders.

These orders facilitate the advancement of comprehensive Plans of Arrangement, developed by the court-appointed Mediator and Monitors, aiming for a Pan-Canadian global settlement of tobacco claims totaling $32.5 billion.

The court found the plans were not "doomed to fail" despite outstanding issues regarding financial allocation among the Tobacco Companies and the creditor status of JTI-Macdonald TM Corp.

This endorsement concerns three tobacco companies (JTI-MacDonald Corp., Imperial Tobacco Canada Limited, Imperial Tobacco Company Limited, and Rothmans, Benson & Hedges Inc.) operating under the Companies’ Creditors Arrangement Act (CCAA).

Each applicant sought an extension of their stay period until September 30, 2024, to continue formulating plans of arrangement.

Imperial also requested authorization to terminate a retirement plan and post security for a vaping product license.

RBH sought a procedural amendment for employee grievances.

The court, finding no opposition and satisfied with the applicants' good faith, diligence, and sufficient resources, granted all requested relief, noting significant progress in ongoing mediation.

The Applicants, a group of cannabis companies, sought various relief in their CCAA proceedings, including amending a prior order, increasing debtor-in-possession (DIP) financing, extending a stay of proceedings, approving professional fees, and approving a Sale and Investor Solicitation Process (SISP) with a stalking horse bid.

Certain creditors, CJ Marketing Ltd. and Arthur Minh Tri Nguyen-Cao, opposed the commitment fee for the DIP financing and the break fee for the stalking horse bid.

The court approved all requested relief, finding the DIP facility terms fair and reasonable given the challenging cannabis sector and the necessity of funding.

The SISP and its associated break fee were also approved, with the court noting the fee was a reasonable reimbursement of costs and did not appear to have a chilling effect on other potential bidders.

The Monitor brought a motion for an extension of the stay period under the Companies’ Creditors Arrangement Act (CCAA) and authorization to make distributions from the Bremner Project Settlement Proceeds Reserve and the Niagara Project Settlement Proceeds Reserve.

The proposed distributions were to prioritize post-filing amounts, then proven priority claims (including lien claims under the Construction Lien Act), followed by repayment of certain outstanding amounts, and finally, any remaining balance for general unsecured creditors.

The motion was unopposed.

The court found the proposed distributions appropriate and the extension of the stay period reasonable, satisfying the good faith and due diligence requirements of the CCAA.

The applicant, Original Traders Energy Ltd. (OTE Group), brought a motion for a Mareva injunction against former executives, Glenn Page and Mandy Cox, and their corporate entity, 2658658 Ontario Inc., to freeze a yacht allegedly purchased with OTE funds through fraudulent means.

The court granted the injunction, finding a strong prima facie case of fraud, a serious risk of asset dissipation given the yacht's movement after notice, and that the balance of convenience favored the applicant.

The requirement for an undertaking as to damages was dispensed with due to the applicant's insolvency and the strength of their case.

The order included directing the respondents to facilitate the yacht's return to Florida.

The appellant, TS Pharmaceuticals Ltd., appealed the dismissal of its motion for damages against the court-appointed Receiver, A. Farber & Partners Inc. TS alleged the Receiver failed to use "best efforts" to maintain a Health Canada cannabis licence, which lapsed, leading to the termination of a Share Purchase Agreement.

The Court of Appeal upheld the motion judge's finding that the Receiver had no positive obligation or authority to maintain the licence, nor could it have done so in the short timeframe between the SPA execution and licence expiry.

The appeal was dismissed.

Laurentian University sought orders under the CCAA to apply a 65.8% Transfer Ratio to commuted value pension transfers for 27 individuals and to confirm a stay on pre-filing Pension Benefits Guarantee Fund (PBGF) assessments.

The court granted the application to apply the Transfer Ratio, finding it necessary to preserve pension plan assets and ensure equitable treatment among beneficiaries, despite objections from some affected individuals who argued they relied on a 100% transfer ratio.

The court also confirmed the stay on PBGF assessments, characterizing them as pre-filing obligations based on when the amount was determined.

This supplementary endorsement addresses a challenge to a sealing order granted in the Companies’ Creditors Arrangement Act (CCAA) proceedings of Laurentian University of Sudbury.

The sealing order covered confidential correspondence between the University and the Ministry of Colleges and Universities, which Laurentian University argued contained sensitive information that, if disclosed, could jeopardize its restructuring efforts.

Parties opposing the sealing order contended there was no evidentiary basis for it.

Applying the two-branch test from Sierra Club of Canada v. Canada (Minister of Finance), the court found that the disclosure posed a real and substantial risk to the University's future viability, that the "commercial" interest extended to the broader community, and that no reasonable alternatives existed given ongoing mediation.

Consequently, the court maintained the confidentiality of the exhibits and the existing sealing order.

Laurentian University (LU) sought an Amended and Restated Initial Order under the Companies' Creditors Arrangement Act (CCAA) to facilitate its restructuring.

The requested relief included an extension of the stay of proceedings until April 30, 2021, approval of a $25 million Debtor-in-Possession (DIP) facility, an increase in the Administration Charge to $1.25 million, and an increase in the Directors' Charge to $5 million.

LU also sought a stay of pre-filing and post-filing special payments to its defined benefit pension plan and a stay of requests under the Freedom of Information and Protection of Privacy Act (FIPPA).

The court granted all requested relief, finding it necessary and reasonable for the continued operation and restructuring of the university.

The sealing order for certain confidential exhibits was maintained pending a supplementary endorsement.

JTI-Macdonald Corp. (JTIM) sought an Initial Order under the Companies’ Creditors Arrangement Act (CCAA) following a $13.5 billion judgment from the Quebec Court of Appeal and other significant health care costs recovery actions.

The court granted the Initial Order, including a stay of proceedings against JTIM and other defendants, appointment of Deloitte Restructuring Inc. as Monitor, approval of administrative, directors', and tax charges, authorization to pay pre-filing and post-filing obligations, appointment of Blue Tree Advisors Inc. as Chief Restructuring Officer, and authorization to appeal the Quebec Judgment to the Supreme Court of Canada.

The court found JTIM to be an insolvent company to which the CCAA applies, and that a stay of proceedings was appropriate to facilitate a collective solution for all stakeholders.