Page last updated: September 20, 2022
This page is for information purposes only and you should consult your professional adviser if you have any questions or are uncertain as to your rights or obligations.
On August 30, 2022, the Court has granted a Discharge Order in the CCAA Proceedings of Plus Products Inc. A copy of the Order can be found under "Court Orders" tab.
The Monitor has filed its Implementation Certificate with the Supreme Court of British Columbia and hereby confirms that it has been advised by the Petitioner and the Purchaser that: (i) the Plan Transactions and the Acquisition Transaction have been completed; (ii) the Purchaser Notes and the Alternate Purchaser Notes have been distributed to the Noteholder Claimants; and (iii) the Purchaser Common Shares and the Incentive Shares have been distributed to the Existing Company Securities-holders with respect to their Company Common Shares and the Exempt Grantees, respectively, as contemplated by the Plan and the Acquisition Agreement.
Plus has applied to the Court for a further amendment to the Plan to remove an ambiguity regarding the basis of calculating the distribution of Purchaser Shares to the shareholders of Plus. This application has no impact on the closing of the sale to the Purchaser which took place on April 28, 2022.
On April 28, 2022, the Monitor as the foreign representative of Plus Products Inc. obtained an order recognizing the Amended and Restated Sanction Order in Nevada, United States. Receipt of this recognition order was a condition precedent to both the Amended and Restated Acquisition Agreement and implementation of the Further Amended Plan.
Following the receipt of the recognition order and satisfaction of the remaining conditions precedent to the Amended and Restated Acquisition Agreement, Plus has confirmed that the transaction with Glass House Brands Inc. contemplated in the Amended and Restated Acquisition Agreement was completed on April 28, 2022.
On April 11, 2022, the Court granted the Amended and Restated Sanction Order (“ARSO”), which among other things, amends and restates the Sanction Order granted on January 21, 2022 to:
A copy of the ARSO has been posted under the Court Orders tab.
Plus and the Purchaser are continuing to work towards closing the transaction as soon as possible. In order to enable this to occur noteholders who have elected to receive Alternative Purchaser Notes are reminded to work with their brokers to withdraw their positions from CDS as soon as possible.
Following Sanction hearing on January 21, 2022 Plus has continued to work diligently to advance the transaction contemplated in the Acquisition Agreement and planning for the implementation of the Plan. During this time Plus and the Purchaser determined that additional language and steps would be required (including the Amended and Restated Sanction Order Application (the “ARSO”)) to qualify for an exemption under the US securities regulations to avoid onerous disclosure rules (called the 3(a)(10) Exemption)and allow further time to arrange for the distribution to the Noteholder Claimants of the Purchaser Notes and Alternate Purchaser Notes.
Accordingly, the parties took the following steps:
Approvals from both courts are conditions precedent to the completion of the transaction which Plus plans to be completed by April 30, 2022.
The Monitor has posted its Sixth Report to the BC Court (which can be found under the Monitor’s Report’s tab). Plus’ motion materials for the hearing on April 11, 2022 have also been added to the website.
A summary of the hearing and any order made by the BC Court will be posted to this website shortly after the hearing.
Noteholder Election Form
In accordance with article 4.1 of the Further Amended Plan, the date for Noteholders Claimants to submit their Noteholder Claimant Election Form in order to elect to receive: (a) Alternate Purchaser Notes instead of Purchaser Notes up to a maximum of 40% of the amount of their Noteholder Claimant Claim; plus (b) Purchaser Notes in the amount of the balance their Noteholder Claimant Claim (the “Noteholder Election”) has been extended to 5.00 p.m. on April 11, 2022 (the “Extended Noteholder Election Deadline”).
Noteholder Claimants have also been provided with the opportunity to revoke or change the quantum of Alternate Purchaser Notes that were previously elected via submission of a Noteholder Claimant Election Revocation Form (the "Revocation Form"). The deadline to submit the Noteholder Claimant Election Revocation Form is the Extended Noteholder Election Deadline.
A copy of the Election Form, the Revocation Form, the Further Amended Plan, a comparison of the Further Amended Plan to the Amended Plan, the Amended and Restated Acquisition Agreement are posted under the Noteholder Election section. Please refer to these documents for further information.
Further details regarding the Further Amended Plan will be set out in a further monitor’s report to follow in due course.
Noteholder Election Form
In accordance with article 4.1 of the Amended Plan, Noteholders Claimants can elect to receive: (a) Alternate Purchaser Notes instead of Purchaser Notes up to a maximum of 40% of the amount of their Noteholder Claimant Claim; plus (b) Purchaser Notes in the amount of the balance their Noteholder Claimant Claim (the “Noteholder Election”).
The Debenture Trustee is arranging for delivery of the Noteholder Election Form to all Noteholder Claimants. Noteholders who wish to make the Noteholder Election must complete and deliver the Noteholder Election Form to the Monitor by email (ca_plusproducts@pwc.com) or fax (604 806 7819, Attention: Anika Tsoulacos) by 5:00 p.m. (Vancouver time) on February 21, 2022 (the “Noteholder Claimant Election Form Deadline”).
Completing an Election Form is not mandatory. If you do not complete a Noteholder Election Form by the Noteholder Claimant Election Form Deadline you will receive Purchaser Notes equal to 100% of your Noteholder Claimant Claim.
A copy of the Election Form, the Amended Plan, the Amendment to the Acquisition Agreement and the Monitor’s Fifth Report are posted under the Noteholder Election section. Please refer to these documents for further information.
On January 21, 2022, the Court granted the Sanction Order, which among other things:
In addition, on January 21, 2022 the Court granted the Order Made After Application which among other things:
On January 13, 2022 at 2:00 p.m. Vancouver time a meeting of applicable creditors was convened to vote on the Plan (the “Meeting”). Prior to the Meeting, the Debenture Trustee provided the Monitor with its proxy, completed to reflect the results of the Noteholder Claimant Vote. As a result, the Plan was unanimously approved by the Noteholder Claimants.
The sanction hearing is scheduled to take place on January 21, 2022. At the hearing, Plus Products Inc. (“Plus”) is seeking approval for:
Extension of the Stay of Proceedings until the date the Monitor is discharged.
The Monitor is also bringing an application for the approval of:
The motion materials of both Plus and the Monitor will be added to the website once available.
A summary of the hearing and any order made by the Court will be posted to this website shortly after the hearing.
The Monitor has posted its Fifth Report to the Court (which can be found under the Monitor’s Report’s tab) which inter alia provides detail on the following:
Meeting Materials including the Meeting Order, the Monitor’s Fourth Report, the Notice of the Meeting, the Voting Instruction Form, and the Plan of Compromise and Arrangement can be found under the Meeting Materials tab.
On December 21, 2021, the Court approved the Meeting Order. A copy of the order granted will be posted under the Court Orders tab once available.
The Meeting Order provided the following relief:
Note, in accordance with paragraph 15 of the Meeting Order, the Monitor confirms that the Broadridge Search Date is December 16, 2021.
Additional information on the Meeting will be available in the Meeting Materials which will be posted to the Monitor’s website by December 22, 2021.
Affected Creditors wishing to vote on the Plan must provide a voting letter to the Debenture Trustee by January 12, 2022 at 5:00 PM (MST) (the “Voting Deadline”)
To provide Affected Creditors with an opportunity to ask questions about the Acquisition Agreement and/or the Plan in advance of the Voting Deadline, Plus with the assistance of the Monitor will be hosting a conference call on January 11, 2022 at 10:00 AM (PST).
Affected Creditors can request access details to this conference call by contacting the Monitor by email at ca_plusproducts@pwc.com or by hotline at 604 806 7819.
The Debenture Trustee will collate the votes received from Affected Creditors and attend the Meeting, or provide its proxy to the Monitor, to vote on the Plan based on the votes it receives from the Affected Creditors. The date of the Meeting has been set for January 13, 2022 at 2:00 PM (PST)
On December 17, 2021, the Court approved the extension of the stay of proceedings to December 21, 2021. A copy of the Order will be posted when it is available under the Court Orders tab.
On December 16, 2021 Plus Products Inc. (“Plus”), Plus Products Holdings Inc. (“PPH”) and Glass House Brands Inc. (“GHB” or the “Purchaser”) entered into an agreement (the “Acquisition Agreement”) whereby the Purchaser will become the sole shareholder of PPH. As a result of the foregoing, Plus is seeking the Court's approval of an order (the “Meeting Order”), that inter alia:
The application materials have been posted under the Motion Materials tab.
The Monitor has posted its Fourth Report to Court (which can be found under the Monitor’s Report’s tab) which inter alia provides detail on the following:
A court hearing is scheduled for December 17, 2021. At the hearing Plus Products Inc. (“Plus”) is seeking a Further Extension Order to the stay of proceedings to December 21, 2021.
A summary of the hearing and any order made by the Court will be posted to this website shortly after the hearing.
On November 22, 2021, the Court approved the extension of the stay of proceedings to December 17, 2021.
A copy of the Order granted can be found under the Court Orders tab.
A court hearing is scheduled for November 22, 2021. At the hearing Plus Products Inc. (“Plus”) is seeking an extension to the stay of proceedings to December 17, 2021.
The Monitor has posted its Third Report to the Court (which can be found under the Monitor’s Report’s tab). Motion materials will be added to the website once available.
A summary of the hearing and any order made by the Court will be posted to this website shortly after the hearing.
On October 22, 2021, the Court approved the extension of the stay of proceedings to November 22, 2021.
A copy of the Order granted can be found under the Court Orders tab.
On September 22, 2021, the Court granted the Amended and Restated Initial Order (the “ARIO”) which extended the Stay Period to October 22, 2021 and approved the Intercompany Charge. The Court also granted the Claims Process Order. Copies of both court orders can be found under the Court Orders tab.
In accordance with the Claims Process Order, the Petitioner, with assistance of the Monitor will be implementing the claims process. Copies of all relevant claims process documents have been posted to the Claims Process tab.
Pursuant to the Claims Process Order, the Petitioner will send a claims notice (the “Claims Notice”) to each known creditor of the Petitioner, which will set out the claim such creditor has against the Petitioner. If a creditor agrees with its claim as set out in the Claims Notice, no further action is required. Any creditor that (i) disputes the claim set forth in the Claims Notice; (ii) wishes to assert a claim against any director or officer of the Petitioner; (iii) wishes to assert a restructuring claim; or (iv) does not receive a Claims Notice but wishes to assert a claim against the Petitioner or any director or officer, must submit a proof of claim with the Monitor in accordance with the terms of the Claims Process Order. The Claims Bar Date is 5:00 p.m. Pacific Time on October 15, 2021.
A Court hearing is scheduled for Wednesday, September 22, 2021. At the hearing, Plus Products Inc. (“Plus”) is seeking the Court's approval for the following:
1. Extension of the stay of proceedings until October 22, 2021,
2. Approval of the proposed Intercompany Charge on all the Petitioner’s assets in favour of the Operating Subsidiaries by securing the amounts to be paid, and
3. Approval of the proposed claims process in accordance with the Claims Process Order
The Monitor has posted its First Report to the Court (found under the Monitor’s Reports tab). In addition, the Petitioner's application materials can be found under the Motion Materials tab.
A summary of the hearing and any orders made by the Court will be posted to this website shortly after the hearing.
On September 13, 2021 (the "Filing Date"), Plus Products Inc. (“Plus”) sought and obtained an Initial Order of the Supreme Court of British Columbia (the “Court”) pursuant to the Companies’ Creditors Arrangement Act (the “CCAA”).
PricewaterhouseCoopers Inc. LIT (“PwC”) was appointed as the Monitor.
As a result of the CCAA filing, there is a stay of proceedings in place until September 22 2021, (the “Initial Stay”), subject to any extensions of the Initial Stay that the Court might grant upon application by Plus.
Notice of the CCAA and the Monitor’s appointment will be emailed or mailed to all affected creditors shortly.
The initial application materials have been posted under the Motion Materials tab. The Initial Order is posted under the Court Orders tab.
The next court application will be next Wednesday, September 22, 2021.
The Monitor will post regular status updates to this website and post future Monitor reports and court materials, as they become available during the CCAA proceedings.
Only Plus has filed for protection from its creditors under the CCAA. The Plus Group’s Operating Subsidiaries (listed below) have not filed for protection under the CCAA and will continue to operate in the ordinary course.
Plus Products Holdings Inc,
Carberry LLC,
Josiah Distribution,
Uplift Services LLC,
Plus Products Nevada LLC,
Plus Products Wonders LLC, and
Plus Products Services LLC
Should you have any questions regarding the above, please contact us at the details below:
Email: ca_plusproducts@pwc.com
Hotline: 604 806 7819