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Cinram International Inc., Cinram International Income Fund, and the Applicants - Status Updates

October 15, 2014

On October 15, 2014 the Ontario Supreme Court of Justice issued an order (the “Receivership Discharge Order”) discharging FTI Consulting Canada Inc.as Receiver of the Limited Receivership Property immediately upon filing of the Discharge Certificate and releasing FTI Consulting Canada Inc. in its capacity as the Receiver of the Limited Receivership Property from any and all liability, as further set out in the Receivership Discharge Order.


May 30, 2014

On May 30, 2014, the Ontario Supreme Court of Justice approved an Order granting an extension of the Stay Period (as defined in the Initial Order) to December 5, 2014.


December 5, 2013

On December 5, 2013, the Ontario Supreme Court of Justice approved an Order granting an extension of the Stay Period (as defined in the Initial Order) to 11:59 p.m. on June 6, 2014.


February 5, 2013

On January 27, 2013, the Share Sellers and the Purchaser entered into the Share Purchase Agreement. The final transfer of funds contemplated under the Share Purchase Agreement was completed on February 4, 2013 and on February 5, 2013, the Monitor delivered its Share Sale Transaction Certificate closing the Share Purchase Agreement.


January 21, 2013

On January 21, 2013, the Ontario Superior Court of Justice approved an order extending the Stay of Proceedings until June 28, 2013. The Court also approved the Share Sellers ability to accept the Share Purchase Offer on or before January 31, 2013, or such later date prior to February 14, 2013 as the Share Sellers and the Monitor may agree. In the absence of a closing of the Share Purchase by that date, the Court authorized the Share Sellers and the Monitor to exercise their rights against the Purchaser


October 19, 2012

On October 19, 2012, the Ontario Superior Court of Justice approved two orders in respect of the Cinram CCAA Proceedings including: 1) the Appointment Order; and 2) the Administrative Reserve/Distribution/Transition Order. The Appointment Order appointed FTI Consulting Canada Inc. as receiver over the Limited Receivership Property (as defined) pursuant to the Courts of Justice Act and authorized the receiver to, among other things, exercise its statutory obligations under the Wage Earner Protection Program Act (“WEPPA”) with respect to certain former employees of CII. The Administrative Reserve/Distribution/Transition Order provided for: (i) the funding of an Administrative Reserve (as defined) and a Transitional Costs Reserve (as defined) from the August Asset Sale Proceeds, (ii) the distribution of US$24.89 million to the Pre-petition First Lien Agent on behalf of the Pre-petition First Lien Lenders, (iii) additional powers for the Monitor, (iv) a release for former and current trustees, directors and officers of the CCAA parties, and (v) an extension of the Stay Period under the CCAA proceedings to February 1, 2013.


August 31, 2012

On August 31, 2012 the Asset Sale Transaction closed per the existing terms of the Asset Purchase Agreement.


August 21, 2012

On August 21, 2012 the Court granted an Order approving the assignment of the contracts, agreements, and leases listed in Schedule 'B' to the Order (Assignment of Contracts) collectively (the "Contracts") to the Purchaser or one or more of the entities nominated to take assignment of the Contracts in accordance with the Asset Purchase Agreement (each, a "Purchaser Nominee"), and Cinram International Inc's. rights and obligations under the Contracts shall be transferred to and be assumed by the Purchaser and/or a Purchaser Nominee.


July 25, 2012

On July 25, the U.S. Court approved an Order recognizing (a) the Approval and Vesting Order entered by the Canadian Court on July 12, 2012 (the "Canadian Sale Order"), (b) authorizing and approving the sale (the "Sale") of substantially all of the Asset Seller's property and assets used in connection with the business carried on by the Asset Seller's in North America (collectively , the "Assets"), pursuant to the terms and conditions of the Asset Purchase Agreement. The Court also granted approval recognizing the Canadian CCAA Proceedings as the foreign main proceeding.


July 12, 2012

On July 12, 2012 the Honourable Court granted an extension of the stay of proceedings to and including September 14, 2012.
On this day, the Court also granted an order approving: (a) the sale of substantially all of the property and assets used in connection with the business carried on by Cinram Fund and its direct and indirect subsidiaries (collectively, "Cinram") in North America contemplated by an asset purchase agreement (the "Asset Purchase Agreement" ); and (b) approving the sale of the shares of Cooperatie Cinram Netherlands UA (the "Purchased Shares" ) pursuant to the binding purchase offer dated June 22, 2012 (the "Purchase Offer").


June 26, 2012

Following entry of the Initial Order of the Canadian Court in the CCAA Proceeding, each of the Applicants filed voluntary petitions under chapter 15
of title 11 of the United States Code, as amended (“Chapter 15”) in the United States Bankruptcy Court for the District of Delaware (the “U.S. Court”) seeking,
among other things, recognition of the CCAA Proceeding as the “foreign main proceeding” for the reorganization of the Debtors’ estates.
The Canadian Court named Cinram International ULC as the foreign representative of the Debtors for purposes of commencing and administering the Chapter 15 proceedings.


June 25, 2012

By Order of the Ontario Superior Court of Justice (the “Court”) dated June 25, 2012 (the “Initial Order”), Cinram International Inc., Cinram International Income Fund, CII Trust and those of its subsidiaries as listed in Schedule “A” to the Initial Order (collectively the "Applicants") sought and obtained an Initial Order (the “Initial Order”) under the Companies’ Creditors Arrangement Act (the “CCAA”). The Initial Order also granted a stay of proceedings until July 25, 2012 or such later date as the Court may order, which was extended to Cinram International Limited Partnership (“Cinram LP”, and together with the Applicants, the “CCAA Entities”). FTI Consulting Canada Inc. (“FTI”) was appointed as monitor (the “Monitor”) of the Cinram Entities.


Contact FTI

FTI Consulting
TD Waterhouse Tower
79 Wellington Street West
Suite 2010, P.O. Box 104
Toronto, Ontario M5K 1G8

Useful Links

FTI Consulting
Office of the Superintendent of Bankruptcy Canada
Wage Earner Protection Program
www.cinram.com/
www.kccllc.net/cinram