RESTRUCTURING & INSOLVENCY
Emerge Stronger
2
CASSELS BROCK | RESTRUCTURING & INSOLVENCY
TABLE OF
CONTENTS
Successful Restructuring Starts Here
What Should You Expect From a
Restructuring or Insolvency?
How We Can Help
Industry Involvement
Restructuring & Insolvency Team
Representative Work
www.casselsbrock.com
CASSELS BROCK | RESTRUCTURING & INSOLVENCY
SUCCESSFUL RESTRUCTURING
STARTS HERE
The scope of our cross-border restructuring capabilities is simply
unmatched by our peers – an important quality given the everincreasingly global marketplace.
Our team includes lawyers with significant practice experience in the United States and across
the globe, and we can leverage the deep relationships we have with key institutional players and
professionals in foreign markets for the benefit of our clients.
Our international strength is equally matched by our significant depth and expertise closer to
home. Over the years, we’ve developed extensive relationships with leading Canadian insolvency
professionals, accounting firms, financiers, institutional and distress investors, purchasers of
distressed assets, and boards of private and public companies; all of whom have come to rely on us
to solve their complex issues and to achieve a successful outcome in difficult situations.
Our list of recent and currently active public mandates and roles is comprehensive, but demonstrates
without question that Cassels Brock’s restructuring and insolvency group is a leader in the field.
“Value is maximizing
recoveries, retaining
employees and successfully
reorganizing businesses.”
1
2
CASSELS BROCK | RESTRUCTURING & INSOLVENCY
WHAT SHOULD YOU EXPECT FROM A
RESTRUCTURING OR INSOLVENCY?
In a word, value – from process to outcome to price. But you can also expect a lot more from Cassels Brock.
Our team has some of the best restructuring
and insolvency lawyers in Canada and we’re
ready to solve your business challenges.
Whatever side of a restructuring or insolvency
you’re on today, we can help you emerge
stronger and better prepared for tomorrow.
It is our positive, future-focused visioning that
draws people to our practice, where benefits
can be realized immediately even in the most
challenging circumstances.
Whether you’re a company, a creditor or a
distressed investor/purchaser, you can expect
us to put you in a position to confidently move
forward towards your next success.
CASSELS BROCK | RESTRUCTURING & INSOLVENCY
OUR RESTRUCTURING
& INSOLVENCY
GROUP OFFERS:
YEARS OF VETERAN LEADERSHIP — When things get
complicated (which often happens in R&I cases) there is
no substitute for the experience and calm leadership of
someone who’s been there before and is on your side. Our
team has played a significant role in virtually every major
domestic and cross-border restructuring in recent history.
BETTER BENCH STRENGTH — Applying a complete
and integrated team-based approach, our lawyers leverage
the expertise that exists both within our core R&I team
and in complementary practice areas across the firm. We
capitalize on our experience to ensure a better outcome for
our clients.
A RIGHT-BRAIN APPROACH TO LEFT-BRAIN LAW —
Creativity is our firm’s signature commitment. Our team is
seasoned yet innovative, finding value for our clients often
in places only we’d think to look.
DOMESTIC CLOUT — Leading Canadian insolvency
professionals, accounting firms, financiers, institutional
and distress investors, and boards of private and public
companies have all come to rely on us to achieve
successful outcomes in difficult situations.
GLOBAL REACH — Our team has more lawyers that
have practised internationally than any other restructuring
group in Canada. The deep relationships we have with key
players around the world means we can keep things moving
smoothly and alleviate cross-jurisdictional headaches.
REFERRAL RESOURCES — We value relationships and
enjoy sharing opportunity. Our strong corporate platform
supports outbound prospects for trustees, debtors and
creditors.
3
RECOGNIZED
LEADERS
Cassels Brock has been recognized
as a leading firm in the area of
Restructuring and Insolvency by
Canadian Legal Lexpert Directory,
Chambers Global, Chambers Canada
and the Legal 500 Canada
6 C assels Brock lawyers ranked by
Martindale-Hubbell’s peer review
as either “AV® Preeminent™” or
“BV® Distinguished™”
4 C assels Brock lawyers recognized in
Chambers Global
4 C assels Brock lawyers recognized in
The Legal 500 Canada
3 C assels Brock lawyers recognized in
Chambers Canada
2 C assels Brock lawyers recognized in
Canadian Legal Lexpert Directory and
Best Lawyers in Canada
2 C assels Brock lawyers recognized as
Corporate Lawyers to Watch in Lexpert
Guide to the Leading US/Canada Crossborder Corporate Lawyers in Canada
2 C assels Brock lawyers recognized in
IFLR 1000
1 C assels Brock lawyer recognized in Who’s
Who Legal: Canada and The Legal Media
Group Guide to the World’s Leading
Insolvency and Restructuring Lawyers, and
recognized with a Lexpert Zenith Award
1 C assels Brock lawyer recognized in
Lexpert Rising Stars: Leading Lawyers
Under 40 and Legal Media Group Banking,
Finance and Transactional Expert Guide
4
CASSELS BROCK | RESTRUCTURING & INSOLVENCY
HOW WE CAN HELP
Every engagement, no matter how big or small, is carefully managed to keep budgets in check, respect
timelines and achieve success. Our deep bench strength allows us to offer tailor-made teams to meet your
needs, while still providing incredible value and innovation.
Reorganizations and Restructurings:
IDENTIFYING SOLUTIONS FOR VIABLE BUSINESSES IN FINANCIAL DIFFICULTY
PLANNING AND IMPLEMENTING FORMAL AND INFORMAL DOMESTIC AND CROSS-BORDER RESTRUCTURINGS
NEGOTIATING, STRUCTURING AND FINANCING INVESTMENTS AND/OR ACQUISITIONS WITHIN THE INSOLVENCY PROCESSES
GUIDING CROSS-BORDER LITIGATION AND ENFORCEMENT PROCEEDINGS
ADVISING DIRECTORS AND OFFICERS AS TO THEIR LIABILITIES AND RESPONSIBILITIES
REPRESENTING AD HOC AND OFFICIAL CREDITOR GROUPS
STRUCTURING DIP LENDING TRANSACTIONS
COORDINATING CROSS-BORDER RESTRUCTURINGS AND REORGANIZATIONS
Security Enforcement and Creditors’ Remedies:
FORMULATING STRATEGIES TO MAXIMIZE LOAN RECOVERIES
ENFORCING SECURITY THROUGH CONTRACTUAL OR STATUTORY REMEDIES OR COURT PROCEEDINGS
MANAGING ARRANGEMENTS, RECEIVERSHIPS, LIQUIDATIONS, AND BANKRUPTCIES
MAXIMIZING RESULTS IN COURT-SUPERVISED RESTRUCTURINGS FOR LENDERS AND INVESTORS
PROVIDING INSIGHTS INTO PRIORITY LIABILITIES INCLUDING ENVIRONMENTAL AND LABOUR
“Cassels Brock is noted for its involvement
in cross-border restructurings and
insolvencies, and has considerable
experience acting for financial institutions,
trustees, debtors and receivers.”
– Chambers Global
CASSELS BROCK | RESTRUCTURING & INSOLVENCY
WHERE WE’VE ADDED VALUE
The R&I lawyers at Cassels Brock have represented ad hoc and official creditor groups, DIP lenders,
institutional and distress investors, receivers, monitors, trustees, debtors and purchasers.
We have experience in virtually every sector of the business
community and recent restructuring experience in energy,
mining, automotive, power products, manufacturing and
banking sectors. We know virtually every industry and its
applicable regulations.
Here’s a look at our value propositions in action
on a few of our recent transactions:
CREATIVITY — Based on our cross-jurisdictional know
how, we were chosen by a New York-based hedge fund to
represent it as DIP Lender to a Canadian mining company
whose primary asset is a $3.4 billion arbitration claim
against the Venezuelan government, that has since involved
the World Bank and the Supreme Court of Canada.
INTERNATIONAL EXPERTISE — Chosen by the official
committee of unsecured creditors to act in connection
with Nortel Networks — one of the largest and most
complicated insolvency proceedings in Canadian history
dealing with jurisdictions across the globe.
INTEGRATED TEAM — Our team leveraged
complementary practices to drive the value of a company
as we steered a private equity firm through restructuring,
environmental, labour, union and national security issues to
complete a $70 million buyout of an international aerospace
company in a cross-border restructuring proceeding.
LEADERSHIP — Our ability to leverage experience, such as
court-appointed representative counsel, made the difference
to the over 1,000 investors we represented in a $360
million case against an insolvent investment company.
5
6
CASSELS BROCK | RESTRUCTURING & INSOLVENCY
INDUSTRY INVOLVEMENT
Members of our group are active members of numerous industry and trade organizations. Our lawyers
teach at universities and are frequently asked to speak at prominent local and international conferences and
organizations and to write for industry publications.
Organizations
AMERICAN BANKRUPTCY INSTITUTE
AMERICAN COLLEGE OF BANKRUPTCY
AMERICAN BAR ASSOCIATION (COMMERCIAL FINANCE AND BUSINESS BANKRUPTCY SECTIONS)
CANADIAN ASSOCIATION OF INSOLVENCY AND RESTRUCTURING PROFESSIONALS (CAIRP)
CANADIAN INSOLVENCY FOUNDATION
INTERNATIONAL BAR ASSOCIATION (INSOLVENCY SECTION)
INSOLVENCY INSTITUTE OF CANADA
INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY AND BANKRUPTCY PROFESSIONALS (INSOL)
INTERNATIONAL INSOLVENCY INSTITUTE
INTERNATIONAL WOMEN’S INSOLVENCY AND RESTRUCTURING CONFEDERATION (IWIRC)
NEW YORK BAR ASSOCIATION
ONTARIO BAR ASSOCIATION — INSOLVENCY LAW SECTION; CANADIAN BAR ASSOCIATION
TURNAROUND MANAGEMENT ASSOCIATION
SOUTH AFRICAN RESTRUCTURING AND INSOLVENCY PRACTITIONERS ASSOCIATION
CASSELS BROCK | RESTRUCTURING & INSOLVENCY
Speaking
THE CANADIAN ASSOCIATION OF INSOLVENCY AND RESTRUCTURING PROFESSIONALS (CAIRP)
THE RISK MANAGEMENT ASSOCIATION
INTERNATIONAL INSOLVENCY INSTITUTE
INTER-PACIFIC BAR ASSOCIATION
INSOLVENCY INSTITUTE OF CANADA
AMERICAN COLLEGE OF BANKRUPTCY
UNIVERSITY OF TORONTO
UNIVERSITY OF WINDSOR
COMMERCIAL FINANCE ASSOCIATION
MINISTRY OF THE ATTORNEY GENERAL (ONTARIO)
TURNAROUND MANAGEMENT ASSOCIATION
PENSIONS WORKPLACE FORUM
Writing
RESTRUCTURING & INSOLVENCY, AN ANNUAL PUBLICATION FROM LAW BUSINESS RESEARCH LTD., LONDON
NATIONAL INSOLVENCY REVIEW
CAIRP’S REBUILDING SUCCESS MAGAZINE
INSOL INTERNATIONAL
7
8
CASSELS BROCK | RESTRUCTURING & INSOLVENCY
RESTRUCTURING & INSOLVENCY TEAM
Our highly qualified team of lawyers are innovative, flexible, strategic and client-centred. We are committed to
excellence in the delivery and quality of our legal services. We’d like to work with you — contact any member
of our team to find out more about our value proposition.
The Cassels Brock Restructuring and Insolvency group offers decades of collective
legal experience, and advises on all aspects of reorganizations, restructurings and
insolvency matters.
TORONTO
JOSEPH J. BELLISSIMO
Partner
416 860 6572
jbellissimo@casselsbrock.com
JOHN BIRCH
Partner
416 860 5225
jbirch@casselsbrock.com
BILL BURDEN
Partner
416 869 5963
bburden@casselsbrock.com
ERIN CRADDOCK
Associate
416 860 6480
ecraddock@casselsbrock.com
JANE DIETRICH
Partner
416 860 5223
jdietrich@casselsbrock.com
LARRY ELLIS
Partner
416 869 5406
lellis@casselsbrock.com
HILARY FENDER
Associate
416 860 6476
hfender@casselsbrock.com
JONATHAN FLEISHER
Partner
416 860 6596
jfleisher@casselsbrock.com
LARA JACKSON
Partner
416 860 2907
ljackson@casselsbrock.com
RYAN JACOBS
Partner
416 860 6465
rjacobs@casselsbrock.com
SHAYNE KUKULOWICZ
Partner
416 860 6463
skukulowicz@casselsbrock.com
NATALIE E. LEVINE
Associate
416 860 6568
nlevine@casselsbrock.com
CASSELS BROCK | RESTRUCTURING & INSOLVENCY
TORONTO
LEONARD LOEWITH
Associate
416 860 6471
lloewith@casselsbrock.com
ALISON R. MANZER
Partner
416 869 5469
amanzer@casselsbrock.com
MARC MERCIER
Partner
416 869 5770
mmercier@casselsbrock.com
CHARLES NEWMAN
Partner
416 860 6603
cnewman@casselsbrock.com
MONIQUE SASSI
Associate
416 860 6886
msassi@casselsbrock.com
DAVID WARD
Partner
416 869 5960
dward@casselsbrock.com
MICHAEL WUNDER
Partner
416 860 6484
mwunder@casselsbrock.com
VANCOUVER
STEVEN DVORAK
Partner
604 691 6121
sdvorak@casselsbrock.com
MATTHEW NIED
Associate
604 283 1482
mnied@casselsbrock.com
9
10
CASSELS BROCK | RESTRUCTURING & INSOLVENCY
REPRESENTATIVE WORK
Members of our group have acted on the following significant transactions:
Canadian Restructurings
TYPE
Creditors and
Investors
DESCRIPTION
Acting for the Ad Hoc Group of Senior Secured Bonds in connection with the CCAA proceedings
of Great Western Minerals Group.
Acting for certain secured lenders in connection with the CCAA proceedings of the Canadian
subsidiaries of Cliffs Natural Resources.
Acting for a contractual joint venture composed of Merchant Retail Solutions ULC,
Gordon Brothers Canada ULC and GA Retail Canada, ULC in connection with the
inventory liquidation in the Target Canada Co. CCAA proceedings.
Acting for certain bond holders in connection with the CCAA proceedings of
Southern Pacific Resources.
Acting for the secured lender in connection with Jaguar Mining’s recapitalization through CCAA
proceedings.
Acting for the Ad Hoc Group of Second Lien Lenders of Quiznos in connection with Quiznos’
out-of-court restructuring.
Acting for Warner Bros., Sony Entertainment and Twentieth Century Fox in connection with the
receivership and sale of Blockbuster Canada Co.
Acting for Hilco (UK) Ltd. in connection with the receivership acquisition of Kraus Inc.,
Kraus Canada Inc. and Strudex Fibres Limited.
Acting for the Ad Hoc Group of Investors of Lone Pine Resources in connection with
Lone Pine Resources’ recapitalization.
Acting as the court-appointed Representative Counsel for approximately 26,000 Investors in
connection with the receivership of The Portus Group.
Acting for Global Resource Fund, a senior secured lender and DIP Lender, in connection with the
CCAA/receivership proceedings of Tamerlane Ventures Inc.
Acting for certain secured equipment lenders in connection with the CCAA/receivership
proceedings of Cow Harbour Construction Co.
Acting for Genesys Capital Partners Inc., a secured creditor and significant equity holder, in
connection with the BIA reorganization proceedings of Affinium Pharmaceuticals Inc.
Acting for Roynat Inc., a secured creditor, in connection with the CCAA proceedings of Brainhunter Inc.
CASSELS BROCK | RESTRUCTURING & INSOLVENCY
Canadian Restructurings
TYPE
Creditors and
Investors
Court Officers
DESCRIPTION
Acting for Roynat Inc., a secured creditor, in connection with the CCAA proceedings of
Bruce R. Smith Limited.
Acting for significant groups of aircraft lessors/financiers in the CCAA proceedings or bankruptcies of
Air Canada, Skyservice Canada 3000 Airlines/Royal Aviation, Jetsgo Corporation and Zoom Airlines.
Acting for the Ad Hoc Investor Group in connection with First Leaside’s CCAA and receivership
proceedings.
Acting for Kobe Steel Limited in connection with Newfoundland and Labrador Refining Corporation’s
reorganization proceedings.
Acting for Richter Advisory Group Inc. as proposal trustee in connection with the BIA proposal
proceedings of Sherson Group Inc., a distributer of and retailer of footwear and accessories in
Canada and licensee of Nine West brand.
Acting for Richter Advisory Group Inc., the court-appointed monitor, in connection with CCAA
proceedings of Bombay & Co Inc., Bowring & Co Inc. and Benix & Co Inc.
Acting for Ernst & Young Inc., the court-appointed monitor, in connection with the CCAA
proceedings of AbitibiBowater Inc. and certain of its Canadian affiliates.
Acting for Ernst & Young Inc., the court-appointed monitor, in connection with the
CCAA proceedings of Amcan Consolidated Technologies Corp. and its affiliates.
Acting for Alvarez & Marsal Canada Inc., the court-appointed receiver of
Rosseau Resort Developments Inc.
Acting for Ernst & Young Inc., the court-appointed receiver of St Marys Paper Corp. and its
affiliates.
Acting for BDO Canada, the proposed trustee, in the BIA proposal proceedings of
European Quality Meats.
Acting for Ernst & Young Inc., the court-appointed receiver of Penex Metropolis Ltd. et al.
Acting for Grant Thornton, the court-appointed receiver of an international construction company.
Acting for BDO Canada, the court-appointed receiver of Peopledge HR Services Inc.
Acting for BDO Canada in the proposal proceedings and receivership of Strubs Food Corp.
11
12
CASSELS BROCK | RESTRUCTURING & INSOLVENCY
Canadian Restructurings
TYPE
Court Officers
Companies
DESCRIPTION
Acting for KPMG Inc., the court-appointed monitor, in connection with the CCAA proceedings of
Roman Corporation.
Acting for A. John Page & Associates Inc., the court-appointed monitor, in connection with the
CCAA proceedings of Nelson Financial Group Ltd.
Acting for Silani Sweet Cheese Ltd. in connection with its BIA proposal proceedings.
Acting for Lanwest Mfg. Technologies Inc. in connection with its BIA proposal proceedings.
Acting for AVEOS Fleet Performance Inc. in connection with its CCAA proceedings.
Acting for Newpage Port Hawkesbury Corp. in connection with its CCAA proceedings.
Acting for Burlington Technologies Inc. in connection with its CCAA proceedings.
Acting for Tahera Diamond Corp. in connection with its CCAA proceedings.
Cross-Border Restructurings
TYPE
Companies
Creditors
DESCRIPTION
Acting for Xinergy Ltd. in connection with a CCAA recognition of its US Chapter 11 proceedings.
Acting for Grant Forest Products Inc. and related companies in connection with their cross-border
CCAA/US Chapter 15 proceedings.
Acting for LightSquared LP and related companies in connection with a CCAA recognition of their
US Chapter 11 proceedings.
Acting for TerreStar Networks Inc. and for the Creditors’ Committee in connection with a
CCAA recognition of its US Chapter 11 proceedings.
Acting for Trident Exploration Corp. and Trident Resources Corp. in connection with their
cross-border CCAA/US Chapter 11 proceedings.
Acting for Digital Domain Media Group in connection with its cross-border CCAA/US
Chapter 11 proceedings.
Acting for Bombay Furniture Company in connection with its cross-border CCAA/US
Chapter 11 proceedings.
Acting for Hunjan International Inc. in connection with its cross-border CCAA/US
Chapter 11 proceedings.
Acting for the prepetition lender and DIP lender to Colt Defense and its affiliates in connection with
the recognition of their US Chapter 11 proceedings.
Acting for the Official Committee of Unsecured Creditors in connection with the cross-border
CCAA/US Chapter 11 proceedings of Nortel Networks Inc. and certain of its direct and indirect
subsidiaries.
Acting for the Ad Hoc Group of First Lien Lenders in connection with the cross-border
CCAA/US Chapter 15 proceedings of Catalyst Paper Corporation and certain of its subsidiaries.
CASSELS BROCK | RESTRUCTURING & INSOLVENCY
Cross-Border Restructurings
TYPE
Creditors
Other
DESCRIPTION
Acting for an Ad Hoc Group of Bondholders in connection with the cross-border
CCAA/US Chapter 11 and South African proceedings of Great Basin Gold Ltd. and
certain of its subsidiaries.
Acting for Silver Wheaton in connection with the BIA/US Chapter 11 proceedings.of
Mercator Minerals Inc./Mineral Park Inc.
Acting for the Official Committee of Unsecured Creditors in connection with the cross-border
CCAA/US Chapter 11 proceedings of Slater Steel.
Acting for the lending syndicate financing a new power plant and for bondholders in connection
with the cross-border CCAA/US Chapter 11 proceedings of Calpine Corporation.
Acting for Manufacturers and Traders Trust Company, an indenture trustee and unsecured creditor,
in connection with the cross-border CCAA/US Chapter 11 proceedings of Smurfit-Stone Container
Canada Inc. and certain of its affiliates.
Acting for an informal group of noteholders and post petition purchasers of
Cooper Standard Automotive in connection with its cross-border restructuring.
Acting for Export Development Canada, a senior lender, in connection with the cross-border
CCAA/US Chapter 11 proceedings of Veltri Metal Products Company.
Acting for the Federal Government of Canada, through Industry Canada, in connection with
the US Chapter 11 proceedings of both General Motors and Chrysler.
Acting for Wynnchurch Capital Inc., a stalking horse purchaser, in connection with the
cross-border CCAA/US Chapter 11 proceedings of Northstar Aerospace Inc.
Acting for Heico in purchase of Ivaco Ltd. steel manufacturing business.
Acting for Harris N.A./Bank of Montreal, agents of a lending syndicate, in connection with the
receiverships of Atchinson Casting Corp. and its subsidiaries, including Canadian Steel Foundries
and Anicom Multimedia Wiring Systems Incorporated.
Acting for the foreign joint liquidators and the Canadian receiver of
Banners Broker International Limited.
13
Cassels Brock & Blackwell LLP
Suite 2100, Scotia Plaza
40 King Street West
Toronto, ON Canada M5H 3C2
Tel: 416 869 5300
Fax: 416 360 8877
Suite 2200, HSBC Building
885 West Georgia Street
Vancouver, BC Canada V6C 3E8
Tel: 604 691 6100
Fax: 604 691 6120
© 2015 Cassels Brock & Blackwell LLP. All rights reserved.