1939243 Ontario Inc.

Documents

Bankruptcy Court Orders Motion Materials Sale Process / Bidding Procedures

CCAA

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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 January 8, 2019, 1939243 Ontario Inc. (formerly known as Vari-Form Inc.) (the “Applicant”) applied for and received an order (the “Initial Order”) for protection pursuant to the Companies’ Creditors Arrangement Act (“CCAA”), R.S.C.1985, c.C-36 from the Ontario Superior Court of Justice Commercial List (the “Court”), and PricewaterhouseCoopers Inc., LIT, was appointed as monitor of the Applicant (the “Monitor”). A copy of the Initial Order can be found under the orders tab on this website.

The Initial Order, also, among other things:

granted a stay of proceedings up to and including February 7, 2019 (the “Stay Period”);
authorized the Applicant to continue to engage FTI Consulting, Inc., (“FTI”), in its capacity as financial advisor to the Applicant and AP Services, LLC ( “AP Services”), as provider of the services of Ms. Pilar Tarry, as chief restructuring officer (the “CRO”), Mr. Ted Stenger as chief financial officer (the “CFO”) and certain other individuals as critical temporary staff;
authorized the Applicant to continue to utilize the central Cash Management System currently in place (as defined in the Initial Order) or replace it with another substantially similar central cash management system;
authorized the engagement of AP Services, the CRO, the CFO and the other AP Services’ officers in accordance with the terms of the engagement letter with AP Services;
approved the engagement of Angle Advisors LLC, as financial advisor to the Applicant (the “Financial Advisor”) pursuant to the engagement letter dated November 12, 2018;
authorized the Applicant to obtain borrowings under debtor-in-possession borrowings from FCA USA, LLC, Fiat Chrysler Automobiles N.V. and 11032569 Canada Inc. (the “DIP Lender” and “Staking Horse Bidder”) in accordance with DIP Facility Loan Agreement (as defined in the Initial Order) up to a maximum amount of US $22,794,000;
approved the Bidding Procedures (as defined in the Initial Order) substantially in the form attached to Schedule A of the Initial Order;
authorized the Applicant and the Financial Advisor, under the supervision of the Monitor, to continue to conduct the sale and marketing activities commenced prior to the granting of the Initial Order, to carry out the Bidding Procedures and to take steps and execute such documents as may be necessary or incidental to the sale and marketing activities and Bidding Procedures;
authorized the Applicant to execute the Stalking Horse Agreement (as defined in the Initial Order); and
approved the payment and priority of the Seller Termination Fee (as defined in the Stalking Horse Agreement), in the amount of US $1.5 million to the Stalking Horse Bidder, in accordance with section 9.2 (b) of the Stalking Horse Agreement;
granted a first ranking charge (subject to the existing priority arrangements as between Bank of America, N.A. (“BANA”) and the Term Loan Lenders) over all of the property of the Applicant, as security for the interest granted by the Applicant to BANA, as more fully described in the Tarry Affidavit;
granted a second ranking charge (subject to the existing priority arrangements as between BANA and the Term Loan Lenders) over all of the property of the Applicant, provided however that with respect to the Property that comprises the Transferred Assets as defined in the Stalking Horse Agreement (but not any other Property) the Term Loan Security shall only be in second priority to a maximum of US $50,000,000, as security for the interest granted by the Applicant to the Term Loan Agent as security for the Term Loan Security, as defined and described in the Tarry Affidavit;
granted a third ranking charge, in the amount of US $550,000 (the “Administration Charge”), over all of the property of the Applicant, as security for fees and disbursements of the Monitor, counsel to the Monitor, the Applicant’s counsel, FTI, AP Services and the Financial Advisor;
granted a fourth ranking charge, in the amount of US $1.5 million (the “Directors’ Charge”) over all of the property of the Applicant, as security for the indemnity granted to the Applicant’ directors and officers;
granted a fifth ranking charge, to a maximum of US $1.5 million (the “Seller Termination Fee Charge”) over only the proceeds of sale of a Successful Bid (other than the bid set out in the Stalking Horse Agreement), as security for the Seller Termination Fee;
granted a sixth charge ranking charge over only the property of the Applicant that comprises Transferred Assets (as defined in the Stalking Horse Agreement) as security for the amount owing to the DIP Lender under the DIP Loan Agreement (the “DIP Lender’s Charge”);
granted a seventh charge ranking charge over only the property of the Applicant that comprises of Transferred Assets as security for the amount owing by the Applicant to the Term Loan Agent under the Term Loan Security, for amounts in excess of US $50,000,000; and
granted an eighth charge ranking charge over the remaining property of the Applicant that is not comprised of the Transferred Assets in favour of the DIP Lender as security for the amount owing to the DIP Lender under the DIP Lender’s Charge.

A notice will be sent to all known creditors of the Applicant who are owed more than $1,000 in accordance with section 23 (1) (ii)(b) of the CCAA and the Initial Order. A copy of the notice will be posted on this website under the Notices tab.

Status as of April 11, 2019

On April 11, 2019, the Monitor filed the Discharge Certificate with the Court terminating the CCAA Proceedings, pursuant to Paragraph 7 of the CCAA Termination Order.

Status as of March 15, 2019

Monitor’s Certificate was signed to confirm that the sale transaction pursuant to the asset purchase agreement dated January 8, 2019 between 1939243 Ontario Inc. and 11032569 Canada Inc. has closed.

Status as of January 29, 2019

On January 28, 2019, the Court issued an order extending the Stay Period to April 5, 2019.

Status as of January 23, 2019

On January 23, 2019, the Monitor filed its First Report (the “First Report”) with the Court to provide the Court with information regarding:

The activities of 1939243 Ontario Inc. and the Monitor since the Filing Date;
193943 Ontario Inc. ’s actual cash flows from the Filing Date to January 19, 2019 compared to the cash flow forecast included in the Pre-filing Report; and
The Monitor’s views on 1939243 Ontario Inc. ’s request for approval of an extension of the stay of proceedings to and including April 5, 2019

The motion will be heard on January 28, 2019.

Contacting us:

Corporate Advisory & Restructuring / Case Management Team
Tel: 416-687-8640