Mitel: 2.9% of the revenue, 100% of the guarantee

Mitel Networks Corporation leased one office and owned no real property anywhere. The office is at 4000 Innovation Drive in Ottawa; 323 people worked for the company, 300 of them in Ontario and the other 23 spread across six provinces; and in the third quarter of fiscal 2024 the Canadian business those people ran produced about 2.9% of the consolidated revenue of the group above them (Affidavit of Janine Yetter, Mar. 10, 2025, paras. 12, 57–58). What the company carried in full was the debt. MNC had guaranteed all US$1.31 billion of the Mitel Group's funded indebtedness and had granted liens over its personal property and its Canadian pledged collateral to secure the senior and junior tranches of it — but not the $17 million asset-based facility, where the guarantee stood unsecured (Pre-Filing Report of the Proposed Information Officer, Mar. 17, 2025, paras. 28–29, 42). It also held much of the group's intellectual property: approximately 902 patents and designs stand in MNC's name, 378 registered in the United States and 127 in Canada, licensed out to other Mitel entities for royalties (Affidavit of Janine Yetter, Mar. 10, 2025, paras. 54–55).

That arithmetic is what made the centre-of-main-interests question live. The restructuring itself was American — a prepackaged Chapter 11 filed in Houston on March 9 and 10, 2025 by sixteen entities incorporated in the Cayman Islands, the United Kingdom, Canada and three U.S. states, before Judge Christopher Lopez (Affidavit of Janine Yetter, Mar. 10, 2025, para. 44; Notice of Motion, Apr. 24, 2025, para. 6). Toronto's file, CV-25-00738691-00CL, was an application under s. 46 of the CCAA to recognize that proceeding, and it opened and closed inside 106 days.

The road in, on the company's own account, began with a partnership. In November 2021 Mitel made RingCentral its exclusive cloud provider; RingCentral owed the company $650 million for the arrangement — $300 million in cash, $300 million in RingCentral stock, $50 million in earnouts tied to migrating customers. Through the first quarter of 2022 those migrations ran slower than projected, and the partnership was, in the affidavit's word, "plagued" with disputes over the migration payments (Affidavit of Janine Yetter, Mar. 10, 2025, paras. 100–102). By 2022 the company was carrying roughly $1.2 billion under the junior loans and a $90 million revolver, and it ran the transaction that has defined its capital structure since: senior lenders advanced $156 million of new priority-lien money, and the company bought those same lenders' junior loans — at a discount to par, to shrink the stack — paying approximately $701 million in new second and third lien term loans that ranked ahead of the junior lenders who had not been asked (Affidavit of Janine Yetter, Mar. 10, 2025, paras. 103–105).

Those junior lenders sued in March 2023 in the New York State Supreme Court, naming four Mitel entities, Searchlight Capital Partners, the predecessor collateral agent Credit Suisse AG, Cayman Islands Branch, and the participating senior lenders, and pleading breach of contract, breach of the implied covenant, tortious interference and fraudulent transfer (Affidavit of Janine Yetter, Mar. 10, 2025, para. 106). In December 2023 the trial judge let the express-breach claims stand and dismissed the rest. A year later, on December 31, 2024, the Appellate Division, First Judicial Department reversed the surviving half and directed the Clerk to enter judgment dismissing all claims, concluding that the 2022 transaction did not breach the junior credit agreements and that the senior agreements and the amendments to the junior agreements were "valid and enforceable contracts" (Affidavit of Janine Yetter, Mar. 10, 2025, paras. 108–109).

The company had already stopped waiting on the answer. It had determined in November 2024 that it could neither refinance its funded debt nor service its interest expense past the first quarter of 2025, and on December 19, 2024 its Special Committee — two independent directors whose mandate expressly extended to assessing claims against the boards and against the ultimate beneficial holders of the company's equity — decided to skip the interest payment then due on the junior loans. That default cross-defaulted the senior agreements the same day, and the same day the company signed a forbearance with the ad hoc group of senior lenders, extended twice, expiring March 10, 2025 (Affidavit of Janine Yetter, Mar. 10, 2025, paras. 18, 113–114, 123–124). Out of that window came a restructuring support agreement, signed March 9 by holders of 100% of the ABL claims, 72.1% of the priority lien claims and over 81.1% of the term loan deficiency claims, with a prepackaged plan attached and solicitation of votes launched the same day, before any petition was filed (Affidavit of Janine Yetter, Mar. 10, 2025, paras. 20, 127; Affidavit of Janine Yetter, Apr. 18, 2025, paras. 43–45).

Canada's first order came on the petition date itself. Justice Conway granted an interim stay for MNC, its business and property, and separately for its directors and officers, and made it effective "as of the time of the filing of the Petition" in Texas — retroactive to an hour the Ontario record does not otherwise fix (Interim Stay Order (Foreign Proceeding), Mar. 10, 2025, paras. 2, 6, 12).

Then came the question of MNC's centre of main interests, which the CCAA presumes to be the registered office. Thirteen paragraphs of the applicant's factum went to rebutting that presumption: the United States as the group's largest market at roughly 30% of 2024 consolidated revenue, six of eleven executives and six of seven MNIL directors based there, credit agreements governed by U.S. law, a majority of lenders U.S.-based, twelve of the sixteen debtors incorporated and headquartered there, and a cash management system whose main concentration account sits in the United States. "In this case, while MNC's registered office is in Ottawa," the factum put it, "MNC is deeply integrated within the broader Mitel Group, which is managed on a consolidated and integrated basis and has strong and extensive ties to the United States" (Factum of the Applicant, Mar. 17, 2025, paras. 41–53). FTI, as proposed information officer, was of the view that "MNC's key operations are led in the United States" (Pre-Filing Report of the Proposed Information Officer, Mar. 17, 2025, para. 46). The finding, when it came on March 19, took one sentence: "THIS COURT ORDERS that the centre of its main interests for MNC is the United States of America" (Initial Recognition Order (Foreign Main Proceeding), Mar. 19, 2025, para. 3).

By supplemental order the same day, Justice Conway recognized thirteen U.S. orders — wages, critical vendors, taxes, utilities, insurance, customer programs, cash management, the NOL and worldwide-stay orders, the interim DIP order and the order naming MNC foreign representative among them — appointed FTI as information officer, and stayed proceedings against MNC with no expiry date at all, "until such date as this Court may order." Three charges went over MNC's Canadian property in a fixed order: the administration charge to a maximum of CDN$500,000, then the D&O charge to a maximum of CDN$3.8 million, then the DIP charge, which the order made unenforceable "except with leave of this Court" (Supplemental Order (Foreign Main Proceeding), Mar. 19, 2025, paras. 4–6, 19, 21, 23–24).

The DIP financing was a Houston facility with a Canadian appetite: of the $60 million in new money term loans available on the interim order, plus $62 million of priority lien loans rolled up on the final one, FTI reported that "approximately half of all DIP financing proceeds of $60 million will be used to fund MNC" — because MNC runs up operating costs for the benefit of other Mitel entities and posts a significant cash flow loss before intercompany balances are settled (Pre-Filing Report of the Proposed Information Officer, Mar. 17, 2025, paras. 49, 51, 64). The deference ran the other way in the Texas courtroom. The final DIP order entered there on April 1 defines the two Ontario charges — the professional fee charge capped at CDN$500,000 and the directors' indemnity charge capped at CDN$3.8 million — as the "Canadian Priority Charges," and its relative-priorities exhibit puts them first, alongside the carve-out, in each of the three collateral pools the order defines, ahead of the DIP liens in every one (Second Supplemental Order, Apr. 10, 2025, Sch. A (Final DIP Order), n. 3 and Ex. 2). When Justice Conway recognized that order and the final cash management and NOL orders on April 10, she recorded that there was no opposition to the relief and that under the plan MNC's general unsecured creditors were expected to be unimpaired (Endorsement of Justice Conway, Apr. 10, 2025, paras. 2, 4).