Rokstad Power: the bidder that bought the debt, and one name left to change

The Rokstad names were sold with the businesses, and every debtor company in the receivership except the parent has since gone back to its original numbered name by shareholder resolution. That cannot be done for Rokstad Holdings Corporation, because its shares "were not pledged as security, do not form part of the Property, and are therefore not under the control of the Receiver." So among the orders the receiver, FTI Consulting Canada Inc., has asked Justice Loo to make at a hearing set for October 9, 2026, beside its fees, a last distribution and its discharge, is one authorizing it to give the parent "a numbered name ending in 'B.C. Ltd.'" per the receiver's Notice of Application (Receiver Discharge), Sept. 25, 2026, p. 1, paras. 24–25 and Sched. A, para. 8.

The shares belong to two Rokstad family trusts, which have owned the group outright since 2018. Bernard Aaron Rokstad, a director, traced the business in his affidavit of October 31, 2024 to Empirica Energy Inc., founded in 2008, which became Rokstad Power Corporation after a 2011 amalgamation and had 250 employees by 2013. Carillion bought 60% in 2014; after Carillion obtained CCAA protection in January 2018, a court-approved sale put the key businesses into Rokstad Holdings, closing on August 10, 2018. The group built and maintained power lines in Canada and the United States, including storm response and live-line work, for customers among them BC Hydro and Southern California Edison, per the Affidavit #1 of Bernard Aaron Rokstad, Oct. 31, 2024, paras. 7–23, 121.

Two customers and two lenders

In the company's account, its difficulties began in September 2021, when Pacific Gas & Electric suspended work while PG&E jobs brought in more than half of the group's revenue. In 2024 Southern California Edison pulled back: the group expected 24 crews working for SCE in August 2024 and had 3.75, and its Desert region went from "US$19.2 million of operating income for the group on an annualized basis to a $3 million loss." The debt was a Crown Capital facility of C$30 million from 2019, later enlarged, and a Canadian Western Bank facility that reached C$65 million, with Crown subordinated to CWB. CWB gave notice of default in March 2022, and a forbearance agreement that August went through twenty amendments. On September 4, 2024 CWB demanded US$25,703,129.31 and C$7,939,189.15; on October 2 Crown demanded C$61,129,479.00, a sum the affidavit attributes to in-kind interest accruing on top of the original loan, per the Affidavit #1 of Bernard Aaron Rokstad, Oct. 31, 2024, paras. 27–46, 57–60.

The bidder, then the lender

The group hired Stifel, Nicolaus & Co. in December 2022 to run a sale process. A March 2024 teaser went to 188 parties; 10 letters of intent came in that May, and on or around June 18, 2024 the group signed one with Stellex, per the receiver's Second Report of the Receiver, Dec. 6, 2024, para. 31. Irina Krasik, a managing director of Stellex Capital Management and a director of both petitioners, deposed that Stellex "was selected as the highest and best bidder in this process in July 2024," per the Affidavit #1 of I. Krasik, Oct. 10, 2024, paras. 1, 10.

In mid-September, the Rokstad affidavit says, Stellex required, before any agreement on terms, a new blocker corporation between Rokstad Holdings and the family trusts, whose board would seat the two Rokstads and two directors Stellex proposed, one of them with a casting vote. On September 21, 2024 the shareholders ended the talks, saying Stellex had changed the deal "so drastically that it was unrecognizable," per the Affidavit #1 of Bernard Aaron Rokstad, Oct. 31, 2024, paras. 72–73.

On October 7, 2024, Stellex Power Line Opco LLC and 1501841 B.C. Ltd. bought CWB's position. Ms. Krasik's account is that CWB approached Stellex, which bought the debt "as an alternate means of preserving and realizing on the significant investment in time and resources that Stellex has expended in pursuing a transaction with the Rokstad Group." Stellex, she deposed, had "lost all faith" in the group's senior management and would not provide further financing outside a receivership, per the Affidavit #1 of I. Krasik, Oct. 10, 2024, paras. 3, 14, 28(e). On October 8 Stellex gave notice that it had used powers of attorney under the security to appoint two directors to every board in the group, a step the group's counsel called a nullity, per the Affidavit #1 of Bernard Aaron Rokstad, Oct. 31, 2024, paras. 108, 112. On October 10, on Stellex's ex parte application, with "no one else having been served," the court appointed FTI interim receiver under s. 47(1) of the BIA over the debtors' bank accounts, receipts and disbursements, per the Interim Receivership Order, Oct. 10, 2024, p. 1 and para. 1.

That day, the Rokstad affidavit says, Bank of America cancelled the payroll payments the group had set up, "resulting in a missed payroll for the first time in our company's history," per the Affidavit #1 of Bernard Aaron Rokstad, Oct. 31, 2024, para. 163. From October 15 Stellex swept certain of the group's Bank of America accounts, then, after discussion with the interim receiver, re-advanced all US$5.88 million by October 25, per the First Report of the Interim Receiver, Nov. 1, 2024, paras. 19–21. By October 29, the Rokstad affidavit says, Stellex had bought Crown's position as well, per the Affidavit #1 of Bernard Aaron Rokstad, Oct. 31, 2024, para. 43.

"Making any sale process meaningless"

The Rokstad companies opposed every order in the petitioners' receivership application. Their application response alleged that the petitioners came to court "seeking extraordinary, equitable relief ex parte, on inaccurate affidavit evidence," and that on October 29 they "bought the Respondents' junior secured debt, making any sale process meaningless and other bona fide realization process impossible." It called the application Stellex's "fifth attempt to take control of the business away from current management," argued that Stellex had not come to equity with clean hands, and asked, if a receiver were appointed, that claims against Stellex be carved out of the receiver's "Property," per the Application Response of Rokstad et al., Nov. 1, 2024, Part 2 and paras. 1–2, 57, 69–71. "With Stellex's ability to credit bid both the CWB Facility and Crown Facility, a receivership will only serve to transfer the Rokstad Group's businesses to Stellex," the affidavit said, per the Affidavit #1 of Bernard Aaron Rokstad, Oct. 31, 2024, para. 182. Stellex's evidence said it was prepared to support "a sales process to preserve and realize upon the going concern value of the entire Rokstad Group," per the Affidavit #1 of I. Krasik, Oct. 10, 2024, paras. 29–30.

On November 6, 2024, having read four of Ms. Krasik's affidavits and both of Mr. Rokstad's, and heard counsel for both sides, Justice Loo appointed FTI receiver under s. 243(1) of the BIA and s. 39 of the Law and Equity Act over "all of the assets, undertakings and property of the Debtors, including all proceeds," with no carve-out for claims against Stellex. The order let FTI borrow up to US$5 million from the Stellex entities under a charge ranking ahead of their security, per the Receivership Order, Nov. 6, 2024, p. 1 and paras. 1, 23. The US Bankruptcy Court for the District of Delaware recognized the receivership as a foreign main proceeding under Chapter 15, per the Fourth Report of the Receiver, Jan. 21, 2025, para. 2.