Court File and Parties
COURT FILE NO.: CV-15-11169-00CL DATE: 20180822 SUPERIOR COURT OF JUSTICE – ONTARIO COMMERCIAL LIST
RE: IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF ESSAR STEEL ALGOMA INC., ESSAR TECH ALGOMA INC., ALGOMA HOLDINGS B.V., ESSAR STEEL ALGOMA (ALBERTA ULC), CANNELTON IRON ORE COMPANY AND ESSAR STEEL ALGOMA INC. USA
Applicants
BEFORE: HAINEY J.
COUNSEL: Ashley Taylor, Lee Nicholson, Sanja Sopic, for the Applicants Cliff Prophet, Nick Kluge, for the Monitor P. Griffin, M. Jilesen, for GIP et al. S. Valair and A. Sinnadurai, for Her Majesty the Queen in Right of Ontario Corey Shefman, for Garden River First Nation Jeremy R. Opolsky, Alexander Shelley, for PortCo Tony Reyes, for the Board of Directors of Esser Steel Algoma Inc. Tracey Henry, Alex St. John, for the United Steelworkers Union, Local 2251 Karen Ensslen, Katherine O’Rourke, for the Retiree Representative Counsel M. Starnino, for USW and Local 2724 John MacDonald and Andrea Lockhart, for the Term Lender Ian Aversa and Jeremy Nemers, for the City of Sault Ste. Marie Robert J. Chadwick, L. Joseph Latham, Bradley Wiffen, for the Ad Hoc Committee of Essar Algoma Noteholders D. Magisano, for ICICI Bank Canada
HEARD: August 22, 2018
Endorsement
[1] The Applicants have brought a motion for approval of an Asset Purchase Agreement between Algoma and the Buyer and certain ancillary related relief. GIP and PortCo have objected to certain aspects of the Asset Purchase Agreement and, in particular, certain orders sought by the Applicants. I understand there is an agreement in principle between GIP and the Consenting Creditors to resolve GIP`s objections.
[2] I am satisfied that the Asset Purchase Agreement and the Sale Transaction will be in the best interests of Algoma and its stakeholders, and it should be approved.
[3] It is an important milestone for Algoma in moving towards its emergence from CCAA protection. Approval of the Asset Purchase Agreement is without prejudice to the rights of GIP and PortCo in all respects, and GIP and PortCo are entitled to come back to Court to raise any objection at a later date to be set by the Court until such time as the Approval and Vesting Order is granted. At any such comeback hearing, GIP and PortCo do not have to overcome any onus in respect of approval of the Sale Transaction. I am making no decision with respect to the Port Stay Order or the Transition Services Order sought by the Applicants, or the form of the Approval and Vesting Order. No order relating to the Sale Transaction will be signed today, and the parties may return to Court if the orders can be signed on consent or the objections to the orders sought by the Applicants cannot be resolved.
[4] I am further adjourning the motions brought by GIP and PortCo returnable today that were originally returnable May 14, 2018. My endorsement dated May 15, 2018 remains in effect.
[5] The motion by the Garden River First Nations is also being adjourned on consent sine die.
[6] I am satisfied that the Compendium of Cross-Examination Transcripts and Undertakings, Under Advisements, and Refusals, and the Compendium of Exhibits to Cross-Examinations, both dated August 20, 2018, which were filed under seal should be sealed pursuant to the principals set out in the Sierra Club of Canada case.
[7] Finally, I want to commend counsel and their clients for all their hard work in arriving at this agreement in principle.