R. M. Slattery

The applicants sought approval under the Companies’ Creditors Arrangement Act for a sale of substantially all of their assets following a court‑approved sales and investor solicitation process.

The court considered the statutory factors in s. 36 of the CCAA, including the fairness and reasonableness of the process, the role of the monitor, consultation with creditors, and the adequacy of the consideration.

A late competing bid was rejected to preserve the integrity of the court‑approved sales process.

The court also addressed priority issues involving a DIP lender, secured creditors, and potential claims to HST refunds under the Financial Administration Act.

The proposed transaction and distribution scheme were approved as fair and reasonable in the circumstances.

In CCAA restructuring proceedings, the applicants sought court approval to increase a debtor-in-possession (DIP) lending facility and to implement a Sale and Investor Solicitation Process (SISP).

The court considered the factors under s. 11.2(4) of the Companies’ Creditors Arrangement Act and approved an increase of the DIP facility to $6 million, noting the monitor’s support and the absence of opposition from secured creditors.

The proposed SISP included an expedited timeline, applicant-led solicitation of bids, and a stalking horse credit bid by the DIP lender.

The court held that the process was fair, transparent, and commercially reasonable given the applicants’ liquidity crisis and prior marketing efforts.

The SISP was approved as likely to maximize stakeholder value by facilitating either a going-concern sale or new investment.