Ontario · CCAA

1. This factum is in support of a motion by Ernst & Young Inc., in its capacity as court-appointed Monitor of the Applicants (in such capacity, the “Monitor”), for the following orders: (a) an order (the “Stay Extension Order”) extending the Stay Period (as defined in the Initial Order) and the stay of proceedings in place in respect of the Applicants and Non-Applicant Stay Parties up to and including April 30, 2021; and (b) an order (the “Claims Order”), among other things: (i) accepting the amended claim filed by Mercer Canada Limited (“Mercer”) on May 20, 2020, in its capacity as the Financial Services Regulatory Authority of Ontario (“FSRA”)’s appointed replacement administrator of the retirement plan for employees of Carillion Canada Inc. (“CCI”) (the “Pension Plan”) in the amount of $7,474,200 as a proven unsecured claim in the claims process (the “Amended Pension Claim”); (ii) deeming the Proofs of Claim filed with the Monitor after the respective Claims Bar Date (the “Late Claims”) to have been submitted on or before the Claims Bar Date; and (iii) deeming that the Late Claims are not barred or extinguished, and shall be reviewed by the Monitor for determination pursuant to the Claims Procedure Order. 2. The relief sought pursuant to the Stay Extension Order and the Claims Order should be granted for the following reasons: (a) Stay Extension: The Applicants have continued to act in good faith and with due diligence, and require an extension of the Stay Period to further the administration of the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36 (the “CCAA”) proceedings in order to reach a point where an interim distribution can be made to creditors of the Applicants, satisfying section 11.02 of the CCAA; (b) Amended Pension Claim: The Monitor has worked with Mercer and AON, a third-party actuarial consultant firm, to review the validity, status and priority of the Amended Pension Claim. Also, the Amended Pension Claim will provide Carillion Canada’s fiduciary insurer, Chubb, with certainty regarding various potential claims; and (c) Late Claims: Admittance of the Late Claims in the Claims Process will not result in material prejudice to any of the stakeholders of the Applicants. At this stage of the proceedings, there has been no plan of compromise or arrangement filed and no interim distribution has been proposed. Also, the inclusion of the Late Claims assists with establishing the proper universe of claimants in these proceedings

Claims procedure order · 27 October 2020