Pamela L.J. Huff

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 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.

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.

The applicants, Pride Group Holdings Inc. et al., sought an amended and restated initial order under the CCAA, including an extension of the stay period, approval of a debtor-in-possession (DIP) facility, elevation of charge priorities, confirmation against set-off, and approval of governance, real estate monetization, and intercompany/unsecured claims preservation protocols.

The court granted the requested stay extension to June 30, 2024, approved the $30 million DIP facility, and approved all proposed protocols.

The court declined to add an exception to the paramountcy provision as requested by certain securitization funders and approved a carve-out for Triumph Business Capital but limited it to CDN $3 million.

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.

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.

The Superintendent of Bankruptcy brought a motion seeking orders to provide flexibility to the administration of Ontario insolvency estates affected by COVID-19.

The relief sought included increasing payment defaults/time for deemed annulment of consumer proposals under s. 66.31(1) BIA, extending timelines for creditor meetings (ss. 51, 66.15, 102 BIA) and mediations (rules 105(4), (10) BIGR), extending time for court referrals (s. 170.1(3) BIA), applying the order to all active and future insolvency filings until June 30, 2020, and dispensing with notice.

The court granted the requested relief, finding jurisdiction under ss. 66.31(1) and 187(11) of the BIA, and its inherent jurisdiction, given the exceptional circumstances of the pandemic.

Her Majesty the Queen in right of Ontario sought to lift a stay on its $330 billion health care cost recovery action against three tobacco companies (JTI-Macdonald Corp., Imperial Tobacco, Rothmans, Benson & Hedges Inc.) and eleven co-defendants, which was imposed under CCAA proceedings.

Ontario proposed to temporarily stay the effects of any judgment.

The court dismissed the motion, emphasizing the need to preserve the status quo in CCAA proceedings to facilitate a global resolution of significant claims.

Allowing Ontario's action to proceed would alter the level playing field, distract from restructuring efforts, and impose significant costs, prejudicing other stakeholders.

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.

Alvarez & Marsal Canada Inc., as Construction Receiver for Urbancorp entities, sought approval of its fees and its counsels' fees totaling over $3.4 million.

Terra Firma Capital Corporation, a junior secured creditor, objected to the fees of the Construction Receiver and its independent counsel (Blakes), seeking a 30% reduction, citing unreasonable hourly rates, disproportionate time spent, and duplication of services.

The court reviewed the fees based on the Belyea factors, emphasizing value provided over time spent.

The court found the receivership complex and the rates reasonable, but identified some duplication due to the excessive number of timekeepers from Blakes.

The court approved most fees but applied a minor reduction of $35,000 to Blakes' fees.

A judgment creditor sought disclosure of a mortgage discharge statement to enforce a writ of seizure and sale against debtors' property.

The appeal addressed whether federal privacy legislation barred disclosure absent express consent.

The Court held disclosure could be ordered under the court-order exception and that implied consent arose in the enforcement context once judgment and seizure steps were completed with notice.

The Court emphasized access to justice and rejected requiring additional formalistic motions where substantively identical relief was sought.

The appeal was allowed and the mortgagee was ordered to produce the statement.

Recognition proceedings were brought under the cross‑border insolvency provisions of the Bankruptcy and Insolvency Act concerning a foreign main liquidation proceeding in the Commonwealth of the Bahamas.

Multiple parties asserted competing claims to approximately $4 million in assets held by a Canadian financial institution.

Motions were pending regarding whether a stay of proceedings should be lifted or modified to permit bankruptcy proceedings in Canada or enforcement of claimed interests.

The court held there was insufficient time to fully argue the issues and maintained the existing interim stay and related orders to preserve the status quo pending a full hearing.

The endorsement emphasized that the interim directions were not intended to interfere with the foreign main proceeding.

In CCAA proceedings, the applicant sought approval of a sale transaction involving substantially all of its pulp mill assets pursuant to s. 36 of the Companies’ Creditors Arrangement Act.

Certain creditors opposed the transaction and urged the court to consider a late competing offer that proposed a higher purchase price.

The court held that the sales process had been extensively marketed internationally, complied with the court‑approved process, and was conducted with the oversight of the monitor and consultation with key stakeholders including the Province.

Applying the Soundair principles and s. 36(3) of the CCAA, the court found that the monitor had acted prudently, the process maintained integrity and fairness, and the later competing offer did not demonstrate that the accepted transaction was improvident.

The court approved the transaction and granted the requested vesting order.