Ontario · CCAA
Motion Record of the Quebec Class Action Plaintiffs .p
Application / notice of application · 15 March 2019
AI summary
A plain-English summary drawn only from this filing: what it is, why it matters, and the parties, amounts and dates it turns on.
What we verified from this filing4 verified
- financial positionnote: Figures are drawn from JTIM's internal balance sheet as at December 31, 2018 (CDN$000s, multiplied accordingly). Liabilities of $1,433,924,000 are described as 'non-contingent liabilities' and specifically exclude the QCA Judgment (~$1.75 billion JTIM share) and HCCR/other litigation contingent liabilities. Affiant states total secured and unsecured obligations, including the QCA Judgment, 'greatly exceed' expected realizable asset value, supporting a declaration of insolvency. · page: 98 · as at: 2018-12-31 · basis: Book value per JTIM's balance sheet (approx. $1.9 billion in assets per affidavit text); liabilities figure expressly excludes the QCA Judgment and litigation-related contingent liabilities · scope: Entity-level (JTI-Macdonald Corp. only); non-current assets include a $1.2 billion book-value equity investment in subsidiary TM, described in the affidavit as of questionable value since TM is in receivership · currency: CAD · total assets: 1890561000 · total liabilities: 1433924000
- secured creditorsnote: Related party: TM is a wholly-owned subsidiary of JTIM created to hold JTIM's trademarks (described by Justice Riordan as a 'creditor-proofing exercise'/'sham'). Balance sheet figure of $1,183,326,000 (in thousands) as at Dec 31, 2018 is the recorded 'Secured convertible debenture payable to subsidiary'; prose in McMaster Affidavit separately states amount outstanding under TM Term Debentures (incl. accrued interest) 'approximately $1.18 billion' as at February 28, 2019. TM is in receivership under a TM Receiver appointed by ParentCo; TM Receiver's forbearance under the TM Forbearance Letter expired Feb 28, 2019 and continues on a day-to-day basis. · page: 99 · as of: 2018-12-31 · amount: 1183326000 · debtor: JTI-Macdonald Corp. (JTIM) · creditor: JTI-Macdonald TM Corp. ("TM") · currency: CAD · security: Secured convertible debenture (TM Term Debentures) secured by the Demand Debenture, a Deed of Hypothec dated November 23, 1999, a Supplemental Deed of Hypothec dated December 2, 1999, a Deed of Moveable Hypothec and Pledge of Shares dated December 12, 2000, and a Deed of Confirmation dated May 14, 2015 (collectively the Hypothecs, held by BNY Trust Company of Canada as attorney for TM); PPSA/PPR registrations against all personal property of JTIM in Ontario, Nova Scotia, BC, Alberta, Saskatchewan, Manitoba, New Brunswick, PEI and Newfoundland; a Charge registered against JTIM's Montreal plant (registration no. 5 138 944, Dec 3, 1999)
- secured creditorsnote: Related party (parent company entity). Counsel advises ParentCo is one of the secured creditors of JTIM affected by the proposed Administration Charge; no balance amount stated in these pages. · page: 105 · debtor: JTI-Macdonald Corp. (JTIM) · creditor: ParentCo · currency: CAD · security: Existing security granted by JTIM in favour of ParentCo (nature/instrument not detailed on cited pages); ranks behind the proposed Directors' Charge and Tax Charge
- secured creditorsnote: Unnamed related-party suppliers identified by counsel as secured creditors of JTIM affected by the proposed Administration Charge; each supports the charge; no amounts stated. · page: 105 · debtor: JTI-Macdonald Corp. (JTIM) · creditor: Certain other secured related party suppliers · currency: CAD · security: Unspecified in the excerpted pages