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Chapter 15 Proceedings

Primus - Reports

The following reports have been filed in the proceedings:

 Monitor's Fifth Report March 6, 2017
The Monitor's Fifth Report in respect of the Primus Entities informs the Court on the following:

(a) The status of post-closing matters related to the Birch Transaction
(b) Activities since the issuance of the Stay Extension, Discharge and Termination Order;
(c) Remaining activities required to complete the CCAA Proceedings; and
(d) The Applicants' motion (the "March 9 Stay Extension Motion") for an order (the "Stay Extension Order"), inter alia, extending the Stay Period to the earlier of (i) the filing of the Monitor's Discharge Certificate, and (ii) September 1, 2017.

 
 Monitor's Fourth Report September 14, 2016
The Monitor's Fourth Report in respect of the Primus Entities informs the Court on the following:

(a) An update on the current status of post-closing matters related to the Birch Transaction;
(b) Activities since the closing of the Birch Transaction and the activities remaining to be completed prior to the termination of the CCAA Proceedings;
(c) The Applicants' motion (the "September 16 Extension and Termination Motion") for an Order (the "Stay Extension and Termination Order"), inter alia:
i. Extending the Stay Period to the earlier of March 19, 2017 and the CCAA Termination Time (as defined below);
ii. Terminating the CCAA Proceedings at the time (the "CCAA Termination Time") at which a certificate is filed by the Monitor (the "Monitor's Discharge Certificate") certifying that, to the best of the Monitor's knowledge, all matters to be attended to in connection with the CCAA Proceedings have been completed; and
iii. Discharging the Monitor on the filing of the Monitor's Discharge Certificate; and
(d) The Monitor's motion (the "Monitor's Fee & Activity Approval Motion") for an Order (the "Fee & Activity Approval Order") approving, inter alia:
i. The Third Report of the Monitor dated July 13, 2016 (the "Monitor's Third Report"), the Monitor's Fourth Report and the actions, conduct and activities described in the Monitor's Third Report and the Monitor's Fourth Report, including, without limitation, the Post-Filing Claims Process, as defined below;
ii. The fees and disbursements of the Monitor and its legal counsel for the period to August 31, 2016 and their estimated fees to the termination of the CCAA Proceedings.

 
 Monitor's Third Report July 13, 2016
The Monitor's Third Report in respect of the Primus Entities informs the Court on the following:

a) An update on the current status of post-closing matters related to the Birch Transaction; and
b) The motion (the “Zayo Motion”) of Zayo seeking payment of the sum of $1,219,549.88 owing in respect of goods or services provided prior to the commencement of the CCAA Proceedings (the “Zayo Pre-Filing Amount”) and the Monitor’s views thereon.

 
 Monitor's Second Report February 19, 2016
The Monitor's Second Report in respect of the Primus Entities informs the Court on the following:

a) Steps taken since the date of the Monitor's First Report in the Chapter 15 Proceedings;
b) The Applicants' extended cash flow forecast for the period February 6 to April 1, 2016 (the "February 18 Forecast");
c) The sales and investor solicitation process undertaken by the Applicants (the “SISP1”) prior to the commencement of the CCAA Proceedings;
d) The Applicants’ request for an approval and vesting order (the “AVO”) in connection with an agreement dated January 19, 2016 (the “Birch APA”) by and between PT Canada, PTI and Lingo as vendors (collectively, the “Vendors”) and Birch Communications, Inc. as purchaser (the “Purchaser”), pursuant to which the Purchaser will acquire the Vendors’ right, title and interest in substantially all of the Vendors’ business and assets (the “Birch Transaction”) and to provide the Monitor’s recommendation thereon;
e) The Applicants’ request for an order pursuant to section 11.3 of the CCAA assigning the rights and obligations of the Applicants under certain of the Essential Contracts, as defined in the Birch APA (the “Assignment Order”);
f) The Applicants’ request for an order (the “Distribution Order”) authorizing the Monitor, subject to retaining the Reserves, as hereinafter defined, to disburse proceeds of the Birch Transaction as follows:
i. To Origin Merchant Partners (“Origin”), the Applicants’ sale advisor, on account of amounts owing by the Applicants pursuant to the engagement letter dated August 7, 2015, between Origin and the Applicants;
ii. To the Agent on account of amounts owing to the Syndicate;
iii. To the Monitor, the Monitor’s legal counsel and the Applicants’ legal counsel on account of fees and expenses incurred in connection with the CCAA Proceedings and the Chapter 15 Proceedings; and
iv. As instructed by the Applicants on account of costs and expenses incurred by the Applicants since the commencement of the CCAA Proceedings;
g) The action commenced by Comwave Telecommunications Inc. (“Comwave”) against PT Canada, Origin Merchant Partners (“Origin”), FTI and FTI Consulting Canada ULC by Statement of Claim filed on January 19, 2016, under court file number CV 16 544689 (the “Comwave Claim”) seeking certain relief in connection with allegations related to the SISP and the execution of the Birch APA;
h) The Applicants’ request for an extension of the Stay Period to September 19, 2016, and the Monitor’s recommendation thereon.

 
 Monitor's First Report February 9, 2016
The Monitor's First Report in respect of PT Holdco, Inc. ("PT Holdco"), Primus Telecommunications Canada, Inc. ("PT Canada"), PTUS, Inc. ("PTUS"), Primus Telecommunications, Inc. ("PTI"), and Lingo, Inc. ("Lingo" and together with PT Holdco, PT Canada, PTUS and PTI, the "Primus Entities") informs the Court on the following:

a) The activities of the Applicants and the Monitor since the commencement of the CCAA Proceedings;
b) The filing of petitions under Chapter 15 of the U.S. Bankruptcy Code to commence "recognition proceedings" in the United States (the "Chapter 15 Proceedings");
c) The receipts and disbursements of the Applicants for the period from the start of the CCAA Proceedings to February 5, 2016;
d) The Applicants' revised and extended cash flow forecast for the period February 6 to March 18, 2016 (the "February 9 Forecast");
e) The independent opinions prepared by counsel to the Monitor (collectively, the "Security Opinion") on the validity and enforceability of the various security (the "Syndicate Security") held by Bank of Montreal, as administrative agent (the "Agent"), for Bank of Montreal, HSBC Bank Canada and ATB Corporate Financial Service (collectively, the "Syndicate");
f) The Applicants' request for an Order inter alia authorizing the payment of $234,512.91 plus HST to Knew Sales Group Inc. ("Knew Sales") in respect of amounts to be paid by Knew Sales to its contractors for services provided by such contractors prior to the commencement of the CCAA Proceedings (the "Contractors Hardship Payment") and the Monitor's recommendation thereon; and
g) The Applicants' request for an extension of the Stay Period to February 26, 2016 and the Monitor's recommendation thereon.

 
 Pre-Filing Report of the Proposed Monitor January 18, 2016
Pre-Filing Report of the Proposed Monitor ("Pre-Filing Report") in respect of an application seeking an order providing, inter alia, a stay of proceedings in respect of PT Holdco, Inc. ("PT Holdco"), Primus Telecommunications Canada, Inc. ("PT Canada"), PTUS, Inc. ("PTUS"), Primus Telecommunications, Inc. ("PTI"), and Lingo, Inc. ("Lingo" and together with PT Holdco, PT Canada, PTUS and PTI, the "Primus Entities") until February 18, 2016. The Pre-Filing Report includes:

a) The qualifications of FTI Consulting to act as Monitor and an overview of the involvement of FTI Consulting and its affiliates with the Applicants to date;
b) The state of the business and affairs of the Applicants and the causes of their financial difficulty and insolvency;
c) Employee retention agreements entered into by the Applicants in August and September 2015;
d) The status of the independent opinions being prepared by counsel to the Proposed Monitor (collectively, the "Security Opinion") on the validity and enforceability of the various security (the "Syndicate Security") held by Bank of Montreal as administrative agent (the "Agent") for Bank of Montreal, HSBC Bank Canada and ATB Corporate Financial Service (collectively, the "Syndicate");
e) The Applicants' weekly cash flow forecast to February 19, 2016 (the "January 18 Forecast");
f) The Applicants' request for approval of a charge in the amount of $3.1 million (the "D&O Charge") securing the indemnification by the Applicants of their directors and officers against obligations and liabilities that they may incur as directors or officers of the Applicants' after the commencement of the CCAA Proceedings, except to the extent that, with respect to any individual, the obligation or liability was incurred as a result of the individual's gross negligence or willful misconduct and the Proposed Monitor's recommendation thereon; and
g) The Applicants' request for approval of a charge in the amount of $1 million (the "Administration Charge") securing the fees and expenses of the Monitor, the Monitor's Canadian and US counsel (collectively, the "Monitor's Counsel") and the Applicants' Canadian and US counsel (collectively, the "Applicants' Counsel") and the Proposed Monitor's recommendation thereon.

 

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