ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

COURT FILE NO.: CV-14-10695-00CL
DATE: 2014-12-05

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PROPOSED PLAN OF COMPROMISE OR ARRANGEMENT WITH RESPECT TO U. S. STEEL CANADA INC.

BEFORE: Regional Senior Justice Morawetz

COUNSEL:
R.P. Steep and K. Peters, for the U.S. Steel Canada Inc.

L. Harmer, for the USW

R. Rubenstein, for the Province of Ontario and Pension Benefits Guaranty Fund

M. Barrack and K. Plunkett, for United States Steel Corporation and DIP Lender

R. Sahni, for E&Y Inc., Monitor

A. Scotchmer, for Non-USW Active Salaried Employees and Retirees

HEARD: December 5, 2014

ENDORSEMENT – approval of coke conversion agreement

[1] The Applicant brings this urgent motion for an order approving a coke conversion agreement between the Applicant and its parent, U S Steel Corporation.

[2] The motion proceeded with the consent of the Monitor, the Chief Restructuring Officer and the USW.

[3] The Province of Ontario and the non USW Employees/Retirees did not oppose the relief sought.

[4] The motion is considered urgent as there is a deadline for submitting orders for the coal required for the plant prior to the winter freeze up of the Great Lakes. There is also a current shipment of coal, that has to be redirected to Hamilton Works if the order is granted.

[5] The proposed agreement is beneficial to the Applicant. The financial impact is cash-flow positive. In addition, 77 workers will be recalled from temporary lay-off and the Applicant submits that having an operating facility may be beneficial to the Sale Process.

[6] The Monitor, who filed its 4th Report in support of the requested relief has indicated that this agreement will not interfere with the Sales & Restructuring Process.

[7] The jurisdiction for this Court to approved the agreement is found in s. 11 of the CCAA.

[8] I am satisfied that the record established that it is appropriate in these circumstances to approve the agreement.

[9] The Applicants also seeks a sealing order in respect of confidential Exhibit B. Exhibit B is an unredacted copy of the Coke Conversion Agreement together with an analysis of the financial benefit of the Coke Conversion Agreement to U.S. Steel Corp. A minimally redacted copy is attached to the Aziz Affidavit. I am satisfied that the unredacted version contains sensitive confidential commercial information, the disclosure of which could be harmful to stakeholders. Having considered the Sierra Club principles and the submissions set out in the Applicant’s factum, I am satisfied that the sealing order should be granted.

[10] The order of the Applicant is granted and the order has been signed.

Morawetz, RSJ

Date: December 5, 2014