COURT FILE NO.: CV-23-00696271-00CL

DATE: 20251203

SUPERIOR COURT OF JUSTICE – ONTARIO – COMMERCIAL LIST

IN THE MATTER OF SILICON VALLEY BANK

AND IN THE MATTER OF THE WINDING-UP AND RESTRUCTURING ACT, R.S.C. 1985,C.W-11, AS AMENDED

AND IN THE MATTER OF THE BANK ACT, S.C. 1991, C.46, AS AMENDED

RE: ATTORNEY GENERAL OF CANADA, Applicant

AND:

SILICON VALLEY BANK, Respondent

BEFORE: .

COUNSEL: Karin Sachar and Davis Haugen , for the for PricewaterhouseCoopers Inc. (“PwC”) as Liquidator

John Salmas , for Federal Deposit Insurance Corporation “FDIC”)

Karen Ensslen , for Employee Representative

HEARD: December 3, 2025

ENDORSEMENT

[ 1 ] The Court-appointed Liquidator in respect of the winding up of the business in Canada of Silicon Valley Bank (SVB) moves for an order pursuant to the Winding-up and Restructuring Act ( WURA ) that:

(a) approves the Fourth, Fifth, Sixth, Seventh and Eighth Reports of the Liquidator, together with the activities described therein, and its fees and disbursements and those of its counsel;

(b) approves the discharge of Employee Representative Counsel; and

(c) terminates the WURA Proceedings and discharges the Liquidator effective upon the service of the Termination Certificate on the Service List.

[ 2 ] Defined terms in this Endorsement have the meaning given to them in the motion materials, including in particular the Eighth Report dated November 25, 2025, unless otherwise stated.

[ 3 ] The Service List has been served. The motion is unopposed by any party, and is supported by both the Federal Deposit Insurance Corporation (FDIC) and Employee Representative Counsel.

[ 4 ] For the reasons that follow, I am satisfied that the proposed relief is appropriate and the motion is granted.

[ 5 ] The background for and context of the motion is fully set out in the Eighth Report.

[ 6 ] SVB was an authorized foreign bank pursuant to the Bank Act and listed in Schedule III thereto. Its Canadian operations were conducted primarily through a branch of SVB (the Canada Branch or SVB Canada) and were focused on lending to corporate clients.

[ 7 ] On March 10, 2023, the California Department of Financial Protection and Innovation closed SVB in the United States and appointed the FDIC as its receiver.

[ 8 ] Two days later on March 12, 2023, the Superintendent of Financial Institutions (OSFI) took temporary control of the assets in Canada pursuant to the Bank Act , and on March 14, 2023, OSFI took permanent control of the assets in Canada and the assets in respect of the business in Canada of SVB and requested that the Applicant commence these Proceedings pursuant to WURA .

[ 9 ] The Liquidator has now largely fulfilled its mandate and completed the necessary tasks. The Remaining WURA Tasks are administrative matters that will be completed by the Liquidator, including such things as filing outstanding tax returns, issuing notifications to various regulatory parties and distributing residual assets to FDIC, as well as paying interest on all accepted and proven claims pursuant to section 158.1(2) of the WURA .

[ 10 ] Subject to those Remaining WURA Tasks being completed, the affairs of SVB have been fully wound up and the Liquidator has discharged its duties. Accordingly, it is reasonable and appropriate for it to be discharged.

[ 11 ] Employee Representative Counsel has carried out its duties and obligations, and it is appropriate that it also be discharged.

[ 12 ] I am satisfied that the Fourth through Eighth Reports of the Liquidator and the activities described therein should be approved. The activities have been carried out in accordance with previous orders of this Court, in good faith, and in a manner consistent with the original mandate given to the Liquidator.

[ 13 ] The fees of the Liquidator and its counsel are fully set out in the fee affidavits filed. I am satisfied that they reflect standard rates commensurate with the activities carried out and the complexity of the mandate, are reasonable and should be approved. Accordingly, the fees incurred, together with the estimate for future fees and disbursements to be incurred in connection with the Remaining WURA Tasks, are approved.

[ 14 ] Of import is the fact that the proposed relief includes a release as set out in the materials and the draft order in favour of the Released Parties, including the Liquidator and its counsel, and Employee Representative Counsel, with respect to the Released Claims, being effectively any potential claims related to the activities of the Released Parties with respect to these WURA Proceedings.

[ 15 ] I am satisfied that the proposed Releases are appropriate in the circumstances and should be approved.

[ 16 ] It appears that there is no clear legal test in the jurisprudence for releases under WURA . However, in my view, the Court can and should draw guidance from analogous principles articulated in the jurisprudence under other federal insolvency legislation, and in particular, the jurisprudence relating to third-party releases that has developed under the Companies’ Creditors Arrangement Act .

[ 17 ] That case law has established that the Court should consider the following factors:

(a) whether the parties being released were necessary to the restructuring of the debtor;

(b) whether the claims to be released are rationally connected to the purpose of the restructuring and necessary for it;

(c) whether the restructuring could succeed without the releases;

(d) whether the parties being released contributed to the restructuring; and

(e) whether the releases benefit the debtors as well as the creditors generally.

See: Lydian International Limited (Re) , 2020 ONSC 4006 at para. 54 ; and Green Relief Inc . (Re) , 2020 ONSC 6837 at para. 28 .

[ 18 ] I note that the CCAA case law has been considered outside of the CCAA context in the past, such as in respect of proceedings under the Bankruptcy and Insolvency Act , R.S.C. 1985, c. B-3 (see, e.g., Kitchener Frame Ltd., (Re), 2012 ONSC 234 at paras. 79-93 ) and arrangements under business corporations legislation (see, e.g., Xplore Inc. (Re), 2024 ONSC 5250 at para. 71 ).

[ 19 ] I am satisfied that this CCAA jurisprudence in respect of third-party releases can apply to releases sought in respect of proceedings conducted under WURA . While the statute is obviously different, the principles and objectives are very similar, and the same analytical framework for releases should apply.

[ 20 ] The Releases proposed here satisfy the above factors. The Released Parties have carried out their respective duties and obligations in good faith and with due diligence and I am satisfied that they have materially contributed to the resolution of the WURA Proceedings, in particular by facilitating the efficient resolution of claims and completing the orderly wind-up of the business. The proposed Releases are appropriately limited in scope and do not apply in respect of any claim or liability arising out of gross negligence, wilful misconduct or fraud on the part of the Released Parties.

[ 21 ] For all of these reasons, the motion is granted. Discharge and Termination Order to go in the form signed by me. It has immediate effect without the necessity of issuing and entering.

Osborne J.