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Chesswood Group Limited - Reports
The following reports have been filed in the proceedings:
Second Report of the Monitor
| December 14, 2024 |
The purpose of the Second Report of the Monitor is to provide the Court with the information with respect to the following:
(a) an approval and reverse vesting order (the "Approval and Reverse Vesting Order"), which, among other things: (i) approves the Share Purchase Agreement dated December 13, 2024 (the "Rifco SPA"), between Chesswood Group Limited ("Chesswood") and Vault Auto Finance Corporation ("Vault"), and the sale by Chesswood of the Purchased Shares to Vault through a reverse vesting transaction (the "Transaction"); (ii) removes the Purchased Companies from these CCAA Proceedings; (iii) adds a newly incorporated affiliate of Chesswood ("Residual Co." and, together with the CCAA Parties other than the Purchased Companies, the "Remaining CCAA Parties") as a party subject to these CCAA Proceedings; (iv) approves certain vesting and payment steps in connection with closing the Transaction; and (v) provides for certain limited releases of the Released Parties in respect of claims relating the Rifco SPA and Transaction;
(b) an order (the "SISP Approval Order"), which, among other things, approves the proposed sale and investment solicitation process and related bidding procedures (the "Proposed SISP"); and
(c) an order (the "KERP Approval Order"), which, among other things: (i) approves the proposed key employee retention plan (the "Proposed KERP"); (ii) grants a third-ranking charge (the "KERP Charge") over the property of the CCAA Parties in favour of the Key Employees; and (iii) seals Appendix "B", which contains commercially sensitive and personal information regarding the Key Employees.
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First Report of the Monitor
| November 6, 2024 |
The purpose of the First Report of the Monitor is to provide the Court with information with respect to the following:
(a) the Monitor's activities since issuance of the Initial Order;
(b) an update on certain developments in the CCAA Proceedings since the date of the Initial Order;
(c) the relief sought by the Agent in its proposed Amended and Restated Initial Order (the "ARIO"), including, among other things: (i) increasing the borrowings permitted under the DIP Facility and a corresponding increase to the DIP Charge; and (ii) extending the Stay Period up to and including January 31, 2025; and
(d) the Monitor's recommendations in respect of the relief sought in the proposed ARIO.
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Pre-Filing Report of the Proposed Monitor
| October 29, 2024 |
The purpose of the Pre-Filing Report is to provide the Court with:
(a) FTI's qualifications to act as Monitor, if appointed;
(b) The activities of FTI and its counsel, Osler Hoskin and Harcourt LLP ("Osler") to date;
(c) Consolidated cash flow projections of the Chesswood Group's receipts and disbursements to January 31, 2025 (the "Cash Flow Project") and the reasonableness thereof, in accordance with section 23(1)(b) of the CCAA;
(d) Key terms of a debtor-in-possession ("DIP") credit facility (the "DIP Facility") and a corresponding charge in respect thereof (the "DIP Charge")
(e) the proposed administration charge (the "Administration Charge");
(f) a discussion of the intended next steps in the CCAA Proceedings, including relief that the Proposed Monitor understands the Agent intends to seek at a comeback hearing (the "Comeback Hearing") on November 7, 2024 at 2:00 p.m. prevailing Eastern Time if the requested Proposed Initial Order is granted; and
(g) FTI's views with respect to the proposed CCAA Proceedings and certain of the relief sough in the Proposed Initial order.
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