2023 QCCS 226, 2023 QCCS 226
Opinion
Arrangement relatif à Reitmans (Canada) Limited 2023 QCCS 226 SUPERIOR COURT (Commercial Division) CANADA PROVINCE OF QUÉBEC DISTRICT OF MONTREAL No.: 500-11-058299-203 DATE: January 27, 2023 BEFORE THE HONOURABLE MARTIN CASTONGUAY, J.S.C. IN THE MATTER OF THE PLAN OF COMPROMISE OR ARRANGEMENT OF: REITMANS (CANADA) LIMITED Debtor/Petitioner -and- ERNST & YOUNG INC.
Monitor TERMINATION AND DISCHARGE ORDER CONSIDERING the Application to Terminate CCAA Proceedings, Discharge the Monitor and for Other Ancillary Relief (the “ Application ”) pursuant to the Companies’ Creditors Arrangement Act , RSC 1985, c C-36 , as amended (the “ CCAA ”), of the Debtor / Petitioner, Reitmans (Canada) Limited (the “ Debtor ”) and the affidavit filed in support thereof; CONSIDERING the Report of the Monitor filed in connection with the Application; CONSIDERING the submissions of the Debtor’s attorneys and of other counsel present at the hearing on the Application; CONSIDERING the Initial Order rendered by this Court on May 19, 2020, as amended and restated on May 29, 2020 and August 20, 2020 (the “ Initial Order ”); CONSIDERING the extensions of the Stay Period (as such term is defined in the Initial Order) ordered by this Court on July 27, 2020, October 16, 2020, January 22, 2021, May 25, 2021 and September 28, 2021; CONSIDERING the Claims Process Order rendered by this Court on August 20, 2020; CONSIDERING the Plan Filing and Meeting Order rendered by this Court on November 26, 2020 (the “ Meeting Order ”); CONSIDERING the Debtor’s Amended Plan of Arrangement dated December 20, 2021 filed pursuant to the CCAA ; CONSIDERING the meeting of the Debtor’s creditors held on December 21, 2021 pursuant to the Meeting Order; CONSIDERING the Sanction Order rendered by this Court on January 4, 2022 (the “ Sanction Order ”); CONSIDERING the Certificate of Implementation and the Certificate of Performance issued by the Monitor on January 12, 2022; CONSIDERING the provisions of the CCAA ; THE COURT HEREBY: [ 1 ] GRANTS the Application.
A. Service [ 2 ] ORDERS that any prior delay for the presentation of this Application is hereby abridged and validated so that the Application is properly returnable today and DISPENSES with further service thereof. [ 3 ] PERMITS the service of this Order at any time and place and by any means whatsoever. B.
Definitions [ 4 ] DECLARES that, unless otherwise indicated, capitalized terms found herein shall have the meanings ascribed thereto in the Plan. C. TERMINATION OF CCAA PROCEEDINGS [ 5 ] ORDERS that upon service by the Monitor of an executed certificate substantially in the form attached to this Order as
Schedule “A” (the “Termination Certificate ”) on the Service List certifying that, to the knowledge of the Monitor, all matters to be attended to in connection with these CCAA proceedings have been completed, these CCAA proceedings shall be terminated without any other act or formality (the “ CCAA Termination Time ”), save and except as provided in this Order, and provided that nothing herein impacts the validity of any Orders made in these CCAA proceedings or any actions or steps taken by any Person. [ 6 ] ORDERS that the Monitor is hereby directed to file a copy of the Termination Certificate with the Court as soon as practicable following service thereof on the Service List.
D.
MONITOR [ 7 ] ORDERS that all of the Monitor’s reports filed with this Court (the “ Monitor’s Reports ”) be and are hereby approved, that all actions and conduct of the Monitor in connection with these CCAA proceedings, including the actions and conduct of the Monitor disclosed in the Monitor’s Reports, are hereby approved, and DECLARES that the Monitor has satisfied all of its obligations up to and including the date of this Order. [ 8 ] APPROVES all conduct of the Monitor in relation to the Debtor and bars all claims against the Monitor arising from or relating to the present CCAA proceedings, save and except any liability or obligation arising from a breach of its duties to act honestly and in good faith. [ 9 ] ORDERS and DIRECTS the Monitor to remit to the Debtor the amount of $289,607.82, minus the aggregate amount of any distributions effected to Affected Creditors between the date of this Order and the date on which it becomes executory (such amount being deemed to constitute “Undeliverable Distributions” within the meaning of the Sanction Order) and DECLARES that the claims of any Affected Creditor or any successor to such Affected Creditor on the Undeliverable Distributions are discharged and forever barred. [ 10 ] DECLARES that the protections afforded to Ernst & Young Inc. (“ EY ”), as Monitor and as officer of this Court pursuant to the terms of the Initial Order and other Orders made in these CCAA proceedings shall not expire or terminate on the CCAA Termination Time and, subject to the terms hereof, shall remain effective and in full force and effect. [ 11 ] DISPENSES the Monitor from filing any further reports, including any which may be required by
section 23 of the CCAA . [ 12 ] ORDERS that effective at the CCAA Termination Time, EY shall be and is hereby discharged and relieved from any further obligations, liabilities, responsibilities and duties in its capacity as Monitor of the Debtor under the Initial Order and all other Orders made in these CCAA proceedings, and that EY shall have no further duties or responsibilities as Monitor from and after the CCAA Termination Time. [ 13 ] ORDERS that, notwithstanding the discharge of EY as Monitor, EY shall have the authority but not the obligation to carry out, complete or address any matters in the capacity of monitor that are ancillary or incidental to these CCAA proceedings following the CCAA Termination Time, as may be required. [ 14 ] ORDERS that, notwithstanding its discharge and the termination of these CCAA proceedings, nothing herein shall affect, vary, derogate from, limit or amend, and EY and its counsel shall continue to have the benefit of, any of the rights, approvals, releases, and protections in favour of the Monitor at law or pursuant to the CCAA , and all Orders made in these CCAA proceedings, including in connection with any actions taken by the Monitor pursuant to this Order following the CCAA Termination Time. [ 15 ] ORDERS that no action or other proceeding shall be commenced against EY or the Monitor in any way arising from or related to its capacity or conduct as Monitor except with prior leave of this Court and on prior written notice to the Monitor.
E. general provisions [ 16 ] ORDERS that all Orders made in these CCAA proceedings shall continue in full force and effect in accordance with their respective terms, except to the extent that such Orders are varied by, or inconsistent with, this Order or any further Order of this Court. [ 17 ] ORDERS that the Monitor may apply to this Court for advice and direction in connection with the discharge or variation of its powers and duties under this Order. THE WHOLE WITHOUT COSTS.
__________________________________ Martin Castonguay, J.S.C. Mtre Denis Ferland Mtre Christian Lachance Mtre Gabriel Lavery Lepage (Davies Ward Phillips & Vineberg LLP) COUNSEL TO THE DEBTOR Mtre Sandra Abitan Mtre Julien Morissette (Osler, Hoskin & Harcourt LLP) COUNSEL TO THE MONITOR
Schedule “A” FORM OF TERMINATION CERTIFICATE CANADA SUPERIOR COURT (Commercial Division) PROVINCE OF QUÉBEC (Sitting as a court designated pursuant to the DISTRICT OF MONTRÉAL Companies’ Creditors Arrangement Act , R.S.C. 1985, c. C-36 ) No.: 500-11-058299-203 IN THE MATTER OF THE PLAN OF COMPROMISE OR ARRANGEMENT OF: REITMANS (CANADA) LIMITED Debtor/Petitioner -and- ERNST & YOUNG INC.
Monitor TERMINATION CERTIFICATE RECITALS Pursuant to an Order of the Court dated May 19, 2020, Reitmans (Canada) Limited (the “ Debtor ”) obtained an initial order pursuant to the Companies’ Creditors Arrangemnt Act , R.S.C. 1985, c. C-36 (the “ CCAA ”), which order was amended and restated on May 29, 2020 and August 20, 2020, and Ernst & Young Inc. was appointed as Monitor of the Debtor’s CCAA proceedings.
Pursuant to an Order of the Court dated January ____, 2023 (the “ Termination and Discharge Order ”), among other things, EY shall be discharged as Monitor and the Debtor’s CCAA proceedings shall be terminated upon service of the Termination Certificate on the Service List. THE MONITOR CERTIFIES that:
to its knowledge, all matters to be attended to in connection with the Debtor’s CCAA proceedings (Court file No. 500-11-058299-203 ) have been completed. ACCORDINGLY , the CCAA Termination Time as defined in the Termination and Discharge Order has occurred on the date of this Termination Certificate. DATED at Montréal, Québec, this ____ day of _________________________________. ERNST & YOUNG INC. , in its capacity as Monitor of the Debtor, and not in its personal or corporate capacity. Per: _____________________________ Name: Title:
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