pwc Re: Notice of

pwc
January 20, 2014
Re: Notice ofMeeting of Creditors
NOTICE IS HEREBY GIVEN that a meeting of creditors of Testori Americas Corporation and Weibel
Aerospace (1995) Inc. will be held at the Delta Prince Edward, i8 Queen Street, Charlottetown, Prince
Edward Island on March 6, 2014 at lo:3o am (Testori Americas Corporation) and 11:3o am (Wiebel
Aerospace (1995) Inc.) for the following purposes:
To consider, pursuant to an order of the Supreme Court of Prince Edward Island dated January 16, 2014
(the "Creditors Meeting Order"), and if deemed advisable to approved a Plan of Arrangement (the"Plan")
under the Companies' Creditors Arrangement Act (Canada); and
To transact such further and other business as may be properly brought before the Creditors Meeting or
any adjournment thereof.
Pursuant to the Creditors Meeting Order, only creditors who have a filed a Proof of Claim with the Monitor
are entitled to vote on the Plan.
Creditors who are unable to attend the Creditors Meeting are requested to date, sign and return the
accompanying form of proxy. In order to be used at the Creditors Meeting, a proxy must be delivered to
the offices of PricewaterhouseCoopers Inc., 1601 Lower Water Street, Suite 400, Halifax, Nova Scotia B3J
3P6, Attention: Paul Pettigrew; email: [email protected], by 10:00 am on March 5, 2014.
Proxies may also be delivered to the Monitor at the Creditors Meeting prior to the commencement of the
Creditors Meeting.
A copy of the Creditors Meeting Order, the Plan, voting letter and proxy are enclosed. They can also be
found on the Monitor's website at http:/www.pwc.com/ca/en/car/testori/.
Yours truly,
PricewaterhouseCoopers Inc.
Monitor of Testori Americas Corporation and
Wiebel Aerospace (1995) Inc.
David A. Boyd, CA CIRP
Senior Vice President
Pricewa terhouseCoopers Inc.
Summit Place, 1601 Lower Water Street, Suite 400, Halfax, Nova Scotia, Canada B3J 3P6
T: +1 (9o2) 491 7400, F: +1 (9o2) 422 ii66, www.pwc.com/ca
pwc
January 20, 2014
Re: Notice of Claims Procedure and Claims Bar Date
NOTICE IS HEREBY GIVEN that pursuant to an order of the Supreme Court of Prince Edward Island
dated December 19, 2013 (the "Claims Process Order") of Testori Americas Corporation and Weibel
Aerospace (1995) Inc.
Any person who believes that it has a Prefiling Claim against the applicants should visit the Monitors
website at
/car/testQrif or send a Proof of Claim to the Monitor to be received
by no later than 5:oo pm (ast) on Februaiy 3, 2014 or such other date as ordered by the Court (the "Claims
Bar Date").
Prefiling claims for which Proofs of Claim are not received by the Claims Bar Date will be barred and
extinguished forever.
Claimants who required a Proof of Claim form may access these forms from the Monitor's website or may
contact the Monitor, PricewaterhouseCoopers Inc. attention: Paul Pettigrew at telephone (902) 491-7400,
facsimile (902) 422-1166 or e-mail:
kl.etigca.wc.coin to obtain a Claims Package.
Claimants should file their Proof of Claim with the Monitor by prepaid mail, fax, e-mail, courier or hand
delivery so that the Proof of Claim is received by the Claims Bar Date, 5:00 pm (ast) February 3, 2014.
Yours truly,
PricewaterhouseCoopers Inc.
Monitor of Testori Americas Corporation and
Wiebel Aerospace (1995) Inc.
David A. Boyd, CA CIRP
Senior Vice President
PricewaterliouseCoopers Inc.
Summit Place, i6oi Lower Water Street, Suite 400, Halfax, Nova Scotia, canada B3J 3P6
T: +1 (902) 491 7400, F: +1 (902) 422 1166, www.pwc.com/ca
COURT FILE NO. Si GS- 25935
SUPREME COURT OF PRINCE EDWARD ISLAND
(General Section)
TESTORI AMERICAS CORPORATION, a body corporate
Applicant
-ANDWIEBEL AEROSPACE (1995) INC., a body corporate
Applicant
-ANDPEI WESTSIDE FUNDING LLC, a body corporate
Respondent
CREDITORS MEETiNG ORDER
UPON READING the Notice of Motion of the Applicants filed January 10, 2014
and the Monitor's Report dated January'O, 2014;
AND UPON HEARING the submissions of counsel, including D. Bruce Clarke,
QC, counsel for the Applicants;
IT IS ORDERED THAT:
DEFINED TERMS AND INTERPRETATION
1)
All capitalized terms defined in this Creditors Meeting Order shall have the
meanings ascribed to them in Appendix 'A" attached hereto.
2)
All references to the word 'including" shall mean 'including, without limitation".
3)
References to the singular herein include the plural, the plural include the
singular, and any gender includes the other gender.
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NOTICE AND SERVICE
4)
The time for any required service or notice of the Motion herein be and it is
hereby abridged and validated such that the Motion is properly returnable today.
5)
There has been sufficient notice, service, and delivery of the Motion Record and
further service on any other interested party is hereby dispensed with.
FILING OF THE PLAN
6)
The Plan of Arrangement ("Plan") of the Applicants attached hereto as Appendix
"B" is hereby accepted for filing and the Applicants are directed to present the
Plan to the Affected Creditors for their consideration in accordance with the terms
of this Creditors Meeting Order. The provisions of the Initial Order, including the
stays of proceedings contained therein, shall continue until the date of the
Sanction Hearing or Directions Hearing provided for in section 30 herein.
7)
The Applicants may at any time and from time to time before and during the
Meeting amend, modify and/or supplement the Plan by written instrument,
provided that such amendment, modification or supplement complies with the
procedures for amendments as set out in the Plan and the Affected Creditors are
provided with notice of any such amendment, modification or supplement prior to
the vote being taken at the Meeting (or any adjournments thereof) to approve the
Plan.
8)
All references to time herein shall mean local time in Charlottetown, Canada and
any reference to an event occurring on a Business Day shall mean prior to 5:00
p.m. on such Business Day unless otherwise indicated herein.
CLASSIFICATION OF CREDITORS
9)
For the purposes of considering and voting on the Plan, there shall be two
classes of Affected Creditors for each Applicant (collectively, the "Classes" and
each, a 'Class"): (i) Secured Creditors; (ii) Unsecured Creditors.
NOTICE OF CREDITOR MEETINGS
10)
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On or before Tuesday, January 21, 2014, the Monitor shall send the following
documents (collectively, the Information Package") to the Affected Creditors by
prepaid ordinary mail, courier, fax or e-mail at the address provided by each
Affected Creditor in its Proof of Claim or to such other address subsequently
provided to the Monitor by any such Affected Creditor, or if no such address is
provided by the Affected Creditor, to the address for that Affected Creditor
contained in the records of the Applicants:
3
a)
b)
c)
d)
e)
f)
g)
a creditor meetings notice, in form and substance acceptable to the
Monitor;
a copy of the form of proxy;
a voting ballot;
an instruction letter from the Monitor to the Affected Creditors;
a copy of the Plan;
a copy of an information circular summarizing the plan, in a form and
substance acceptable to the Monitor; and
a copy of this Creditors Meeting Order.
11)
The Applicants and the Monitor may from time to time, subject to paragraph 7
hereof, make minor changes to such Information Package materials as the
Applicants and the Monitor consider necessary or desirable to conform the
content thereof to the terms of the Plan or this Creditors Meeting Order or to
describe the Plan.
12)
The Monitor shall post a copy of the Information Package to the Website as soon
as practicable after the granting of this Creditor Meetings Order, and shall send
the Information Package to any additional Person who, not less than five Business
Days prior to the Meeting, makes a written request for the Information Package.
13)
Service of a copy of the Information Package upon the Affected Creditors and
posting of the Information Package on the Website, in the manner set out in
paragraphs 10 and 12, shall constitute good and sufficient service of the Creditors
Meeting Order and the Plan, and good and sufficient notice of the Meeting on all
Persons who may be entitled to receive notice thereof, or of these proceedings, or
who may wish to be present in person or by proxy at the Meeting, or who may
wish to appear in these proceedings, and no other form of notice or service need
be made on such Persons, and, subject to paragraph 32 hereof, no other
document or material need be served on such Persons in respect of these
proceedings. Service shall be effective, in the case of mailing, five days after the
date of mailing, in the case of service by courier, on the day after the courier
package was sent and, in the case of service by fax or e-mail, on the day the fax
or e-mail was transmitted, unless such day is not a Business Day, or the fax or e mail transmission was made after 5:00 p.m., in which case, on the next Business
Day.
14)
The Monitor is hereby authorized to use reasonable discretion as to the adequacy
of compliance with respect to the manner in which any proxy or voting ballot is
completed and executed, and may waive strict compliance with the requirements
in connection with the deadlines imposed in connection therewith.
CREDITOR MEETINGS
15)
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The Monitor shall call, hold and conduct the Meetings of Affected Creditors to
consider and vote on the Plan on March 6, 2014 (the "Meeting Date") at the Delta
4
Hotel, 18 Queen Street, Charlottetown, Prince Edward Island, or as adjourned to
such time and place as the Monitor may determine. The meeting for Testori (the
"Testori Meeting") will be held at 10:30 a.m. on the Meeting Date. The meeting for
Wiebe! (the "Wiebel Meeting") will be held at 11:30 am. on the Meeting Date.
16)
A representative of the Monitor shall preside as the chair (the "Chair) of the
Meeting and, subject to this Creditors Meeting Order and any further Order of the
Court, shall decide all matters relating to the rules and procedures at and the
conduct of the Meeting and the validity of proxies or voting ballots.
17)
A quorum at each Meeting shall be one creditor in each class set out in section
5.1 of the Plan, present in person or by proxy.
18)
If the amount of a Claim has not been resolved for voting purposes at least three
(3) Business Days prior to the date of the Meeting, the Monitor shall permit the
Creditor to vote the portion of its claim that has been resolve and may, in its
discretion, ascribe a value to the unresolved portion of the Claim (an 'Allowed
Voting Claim") for voting purposes.
19)
If:
a)
b)
c)
the requisite quorum is not present at the Meeting;
the Meeting is postponed by a vote of the majority in value of Proven
Claims and Allowed Voting Claims (voting by Class) present in person or
by proxy; or
the Chair otherwise decides to adjourn the Meetings;
then:
(I)
(ii)
the Meeting shall be adjourned to such date, time and place as may be
designated by the Chair, such date not to be more than 10 days
thereafter, and
the announcement of the adjournment by the Chair or the posting of notice
at the Meeting of such adjournment on the Website shall constitute
sufficient notice of the adjournment and the Applicant shall have no
obligation to give further notice to any Person of the adjourned Meeting.
20)
The Monitor may appoint scrutineers (the "Scrutineers") for the supervision and
tabulation of the attendance, quorum, and votes cast at the Meeting, and a person
designated by the Monitor shall act as secretary at the Meeting (the "Secretary").
The Secretary shall tabulate all Proven Claims and Allowed Voting Claims at the
Meeting.
21)
The only Persons entitled to notice of or to attend, speak or vote at the Meeting
are Affected Creditors with Proven Claims (and, if applicable, Allowed Voting
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Claims), their respective proxy holders and legal counsel; representatives of the
Applicants and the Monitor and their respective legal counsel; the Scrutineers;
and the Secretary. Any other Person may be admitted to the Meeting only on
invitation of Applicants or the Chair.
22)
The only Persons entitled to vote at any Meeting, subject to paragraph 24 or as
otherwise may be determined in connection with this Creditors Meeting Order, are
the Affected Creditors with Proven Claims or Allowed Voting Claims, in person or
by proxy.
23)
Subject to paragraph 24 hereof, each Affected Creditor shall have one vote, which
vote shall have the value of such Affected Claim that is a Proven Claim or an
Allowed Voting Claim.
24)
If the amount of a Claim has not been resolved for voting purposes at least three
(3) Business Days prior to the date of the Meeting or has not been confirmed as
an Allowed Voting Claim in accordance with paragraph 18 of this Order (an
Unresolved Claim"), the holder thereof shall be entitled to vote only its Proven
Claim, without prejudice to the rights of the Applicant, the Monitor or the Affected
Creditor with respect to the final determination of the Unresolved Claim for
distribution purposes. Affected Creditors with an Unresolved Claim shall have
their voting intentions with respect to their Unresolved Claim recorded by the
Monitor and reported to the Court in accordance with paragraph 27 of this
Creditors Meeting Order.
25)
Any proxy or voting ballot which any Affected Creditor wishes to submit in respect
of a Meeting (or any adjournments thereof) must be substantially in a form
acceptable to the Monitor or the Chair and be received by the Monitor at:
Name:
PricewaterhouseCoopers Inc.
Attention:
Courier:
Fax:
Email:
David A. Boyd
1601 Lower Water Street, Suite 400, Halifax NS B3J 3P6
(902) 422-1166
david.a.boydca,pwc.com
on or before 10:00 am. on March 5, 2014. Proxies and voting ballots may also
be deposited with the Chair at the Creditor Meetings (or any adjournments
thereof) prior to the commencement of the Creditor Meetings (or any such
adjournment).
26)
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The Chair shall direct a vote at the Meeting on a resolution to approve the Plan
and any amendments thereto. No amendment may be made to the Plan without
the consent of the applicable Applicant.
6
27)
The Monitor will keep separate records of the votes of Affected Creditors with
Proven Claims, Allowed Voting Claims and Unresolved Claims. Should the vote
on the acceptance or rejection of the Plan be dependent on the votes in respect of
Unresolved Claims, the Monitor will report such result to the Court and the
Applicant will seek the direction of the Court in respect thereof at the Sanction
Hearing.
28)
The results of all votes conducted at the Meeting shall be binding on all Affected
Creditors of both Classes, whether or not any such Affected Creditor was present
or voted at the Meeting.
HEARING FOR SANCTION ORDER
29)
The Monitor shall file a report to the Court with respect to the results of the voting
on the Plan.
30)
Subject to further order of this Court, if the Plan is approved by the required
majority of Affected Creditors voting by Class pursuant to the CCAA at the
Meetings, the Applicants shall promptly seek Court approval of the Plan at a
motion for the Sanction Order (the "Sanction Hearing"). If the Plan is not
approved at the Meetings by the majority of Affected Creditors, the Applicants will
promptly report the results of the Meeting to this Court and seek directions (the
Directions Hearing"). The Sanction Hearing or Directions Hearing, as the case
may be, shall be held no earlier than March 17, 2014 and no later than April 17,
2014.
31)
Any Person (other than the Applicants, the Monitor and those parties who have
appeared before the court in this proceeding) wishing to receive materials and
appear at the Sanction Hearing or Directions Hearing shall serve written notice
thereof upon the solicitors for Applicants and the Monitor by no later than 5:00
pm. on March 12, 2014.
32)
Service of the creditor meetings notice and this Creditors Meeting Order pursuant
to paragraphs 10 and 12 hereof shall constitute good and sufficient service of
notice of the Sanction Hearing or Directions Hearing upon all Persons who are
entitled to receive such service. Only those Persons who have provided written
notice pursuant to paragraph 31 herein shall be served with notice of such hearing
and no other form of service need be made on such Persons in respect of such
hearing.
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7
GENERAL PROVISIONS
33)
This Creditors Meeting Order and any other order in these proceedings shall have
full force and effect in all provinces and territories in Canada and abroad as
against all Persons against whom they may otherwise be enforceable.
34)
The aid and recognition of any court or any judicial, regulatory or administrative
body in any province or territory of Canada (including the assistance of any court
in Canada pursuant to section 17 of the CCAA) and the Federal Court of Canada
and any judicial, regulatory or administrative tribunal or other court or any judicial,
regulatory or administrative body of the United States and the states or other
subdivisions of the United States and of any other nation or state to act in aid of
and be complimentary to this Court in carrying out the terms of this Creditors
Meeting Order.
35)
The Applicants and the Monitor may apply to this Court from time to time for
directions from this Court with respect to this Creditors Meeting Order, or for such
further order or orders as either of them may consider necessary or desirable to
amend, supplement or replace this Order.
36)
All provisions of the Initial Order, Charging Order and Claims Process Order
remain in effect except as they may be expressly varied herein.
DATED at Charlottetown, Prince Edward Island, this
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Qday of January, 2014.
8
APPENDIX "A"
DEFINITIONS
In this Order, the foflowing terms shall have the following meanings:
"Affected Claim" means a Claim other than an Unaffected Claim.
"Affected Creditor" means a Creditor of an Applicant with an Affected Claim.
"Applicants" means Testori Americas Corporation and Wiebel Aerospace (1995) Inc.,
bodies corporate under the laws of the province of Prince Edward Island, and
Applicant" means either of them.
"CCAA" means the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as
amended.
"CCAA Proceedings" means the proceedings commenced by the Applicants under the
CCAA in the Supreme Court of Prince Edward Island, Court file No. Si GS - 25935.
"Chair" means a person designated by the Monitor who shall preside as the chair or
the Meetings and shall decide all matters relating to the conduct of the Meetings.
"Charging Order" means the Charging Order granted by the Court in the CCAA
Proceedings on December 19, 2013.
"Claim" has the meaning set out in the Claims Process Order.
"Claims Process" means the procedure for the filing and determination of Claims as
set out in the Claims Process Order, as such procedures may be amended from time to
time.
"Claims Process Order" means the Claims Process Order granted by the Court in the
CCAA Proceedings on December 19, 2013.
"Court" means the Supreme Court of Prince Edward Island
"Creditor" means any Person having a Claim against the Applicant to the extent of that
Claim and may, where the context requires, include the assignee of a Claim, or a
trustee, interim receiver, receiver, receiver and manager, liquidator or other Person
acting on behalf of such Person.
"Information Package" means the meeting materials and related material mailed to
the Creditors as provided for in paragraph 10 of this Order.
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9
"Initial Order" means the Initial Order made by the Court pursuant to the CCAA on
December 19, 2013.
"Meeting" means a meeting of Creditors called in accordance with the Creditors
Meeting Order for the purpose of considering and voting in respect of the Plan pursuant
to the CCAA, as same may be adjourned or rescheduled in accordance with the terms
of the Plan.
"Meeting Date" means March 6, 2014, or such other date to which the Meeting is
adjourned.
"Monitor" means PricewaterhouseCoopers Inc. in its capacity as Court-appointed
monitor of the business and affairs of the Applicants pursuant to the initial Order.
"Order" means any order of the Court in the CCAA Proceedings.
"Person" means any individual, firm, corporation, limited or unlimited liability company,
general or limited partnership, association, trust, unincorporated organization, joint
venture, government or any agency, officer or instrumentality thereof or any other entity,
wherever situate or domiciled or any representative of any of the foregoing.
"Plan" means the plan of compromise and arrangement pursuant to the CCAA
described in paragraph 6 of this Order, as such Plan may be amended, varied,
supplemented or replaced from time to time in accordance with its terms.
"Proof of Claim" means a proof of claim filed in accordance with the provisions of the
Claims Process Order.
"Proven Claim" means an Affected Claim which has been finally determined in
accordance with the Claims Process Order.
"Sanction Order" means an Order proposed to be made in the CCAA Proceedings to,
among other things, sanction the Plan and direct and approve the completion of all
documents, agreements, and other matters necessary in order to implement the Plan,
as such Order may be amended, varied or modified by the Court from time to time.
"Secured Claim" means any Claim of a Secured Creditor.
"Secured Creditor" means each of PEI Westside Funding LLC, Cyrus Global Holdings,
LLC and the holders of security as set out in Exhibit "A" to the Initial Order.
"Testori" means Testori Americas Corporation, a body corporate under the laws of the
province of Prince Edward Island.
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10
"Unaffected Claim" means:
(a)
Claims pursuant to leases of personal property to either Applicant which
are not required to be registered under the PPSA;
(b)
Claims for services, utilities, goods or material supplied or funds advanced
to an Applicant after December 19, 2013, but specifically excluding any
claim arising after December 19, 2013 as the result of the termination or
repudiation of any executory contract (including employment contracts) or
teases by the Applicants pursuant to the Initial Order or as part of the
restructuring of the business of the Applicants;
(c)
Claims of the Crown under subsection 224(1.2) of the Income Tax Act;
(d)
Claims by Persons benefiting from the Charges in the Charging Order.
"Unaffected Creditor" means a Creditor holding an Unaffected Claim, but only to the
extent of such Unaffected Claim.
"Unsecured Claim" means any Claim of an Unsecured Creditor.
"Unsecured Creditor" means any creditor of an Applicant who is not a Secured
Creditor, and the holder of a builders' lien claim under the Builders' Lien Act shall be
deemed to be an unsecured creditor for all purposes of this Plan.
"Website" means the website at http://wwwwc.com/ca/en/car/testori/ maintained by
the Monitor in respect of these proceedings.
"Wiebel" means Wiebel Aerospace (1995) Inc., a body corporate under the laws of the
province of Prince Edward Island.
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11
Appendix "B"
Plan of Arrangement
1073813
COURT FILE NO. Si GS- 25935
SUPREME COURT OF PRINCE EDWARD ISLAND
(General Section)
TESTORI AMERICAS CORPORATION, a body corporate
Applicant
-ANDWIEBEL AEROSPACE (1995) INC., a body corporate
Applicant
-ANDPEt WESTSJDE FUNDING LLC, a body corporate
Respondent
PLM4 OF COMPROMiSE AND ARRANGEMENT
January
1058579
7, 2014
PLAN OF CoiirRoMIsE AND ARRANGEMENT
PIJRSUANTTO TIrE COMPANIES' CREDITORSARJ?ANGEMENTACT (CANADA)
TESTORI AMERICAS CORPORATION AND WIEBEL AEROSPACE (1995) INc.
I
DEFINITIONS AND INTERPRETATION
1.01 Definitions
In this Plan, including the attached schedules, unless otherwise stated, the following words and
phrases have the indicated meanings and grammatical variations of such words and phrases shall
have the corresponding meanings:
"Administration Charge" means the charge created in the Initial Order in favour of the
Monitor, the Monitor's legal counsel, and the Applicants' legal counsel.
"Affected Claim" means a Claim other than an Unaffected Claim.
"Affected Creditor" means a Creditor of an Applicant with an Affected Claim.
"Applicants" means Testori Americas Corporation and Wiebel Aerospace (1995) Inc., bodies
corporate under the laws of the province of Prince Edward Island, and "Applicant" means either
of them.
"Business Day" means a day, other than a Saturday, Sunday or statutory holiday, on
which Canadian Chartered banks are generally open for business in Prince Edward Island.
"Calendar Day" means any day, including a Saturday, Sunday or statutory holiday in
Prince Edward Island.
"CCAA" means the Campanies Creditors Arrangement Act, R.SC. 1955, c. C-3l, as
amended.
"CCAA Proceedings" means the proceedings commenced by the Applicants under the CCAA
in the Supreme Court of Prince Edward Island, Court file No. Si OS - 25935.
"Certificate of Completion" means the certificate issued by the Monitor and filed with the
Court as provided in section 9.03 herein.
"Chairperson" means a person designated by the Monitor who shall preside as the chair or the
Meetings and shall decide all matters relating to the conduct of the Meetings.
"Charge" means a valid and enforceable security interest, lien, charge, pledge,
1068579
encumbrance, mortgage, or trust agreement of any nature or kind on any assets, property or
proceeds of sale of any asset of either Applicant, but expressly excludes any statutory deemed
trust, any lien for any taxes or levies and any builders' lien under the Builders' Lien Act.
"Claim" has the meaning set out in the Claims Process Order.
"Claims Bar Date" means 5:00 p.m. (Charlottetown time) on February 3, 2014 as provided in
the Claims Process Order.
"Claims Process" means the procedure for the filing and determination of Claims as
set out in the Claims Process Order, as such procedures may be amended from time to time.
"Claims Process Order" means the Order granted by the Court in the CCAA Proceedings on
December 19, 2013.
"Contingent Claim" means the right of any Person against either Applicant in connection with
any indebtedness, liability or obligation of that Applicant which is conditioned on the occurrence
of an event which has occurred as of the date of the Initial Order and including, without
limitation
(a)
any indebtedness, liability or obligation arising under a covenant of guarantee,
surety or indemnity or similar covenant contained in any document;
(b)
any indebtedness, liability or obligation arising under a covenant of guarantee,
surety or indemnity or similar covenant in respect of events (including third party
actions or causes of action against a Creditor) occurring on or before the date of
the Initial Order whether or not giving rise to any indebtedness, liability or
obligation on the part of that Applicant as of the date of the Initial Order; and
(c)
any indebtedness, liability or obligation in respect of which that Applicant is
liable either jointly or jointly and severally with another Person or Persons.
"Court" means the Supreme Court of Prince Edward Island
"Creditor" means any Person having a Claim against the Applicant to the extent of that Claim
and may, where the context requires, include the assignee of a Claim, or a trustee, interim
receiver, receiver, receiver and manager, liquidator or other Person acting on behalf of such
Person.
"Crown" means Her Majesty the Queen in right of Canada or any province thereof.
"Directors' Charge" means the charge created in the Initial Order in favour of the officers and
directors of the Applicants.
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4
"Equity Claims" means claims defined as equity claims by CCAA section 2 (1), and expressly
includes any prornissoty notes issued by the Applicants to persons or their agents under the
Investor Immigrant Program or any similar program.
"Initial Order" means the Initial Order made by the Court in the CCAA. Proceedings on
December 19, 2013.
"Meeting" means a meeting of Creditors called in accordance with this Creditors Meeting Order
for the purpose of considering and voting in respect of the Plan pursuant to the CCAA, as same
may be adjourned or rescheduled in accordance with the terms of the Plan.
"Meeting Date" means March 6,2014, or such other date to which the Meeting is adjourned.
"Meeting Materials" means the meeting materials and related material mailed to the Creditors
as provided for in the Creditors Meeting Order.
"Monitor" means PricewaterhouseCoopers Inc. in its capacity as Court-appointed monitor of
the business and affairs of the Applicants pursuant to the Initial Order.
"Order" means any order of the Court In the CCAA Proceedings.
"Person" means any individual, firm, corporation, limited or unlimited liability company,
general or limited partnership, association, trust, unincorporated organization, joint venture,
government or any agency, officer or instrumentality thereof or any other entity, wherever situate
or domiciled or any representative of any of the foregoing.
'Plan" means this plan of compromise and arrangement pursuant to the CCAA, as such Plan
may be amended, varied, supplemented or replaced from time to time in accordance with its
terms.
"Proof of Claim" means a proof of claim filed in accordance with the provisions of the
Claims Process Order.
"Proven Claim" means an Affected Claim which has been finally determined in accordance
with the Claims Process Order.
"Released Party" and the "Released Parties" has the meaning ascribed thereto in section 8.03
"Sanction Order" means an Order proposed to be made in the CCAA Proceedings to,
among other things, sanction the Plan and direct and approve the completion of all documents,
agreements, and other matters necessary in order to implement the Plan, as such Order may be
amended, varied or modified by the Court from time to time.
"Secured Claim" means any Claim of a Secured Creditor.
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5
"Secured Creditor" means each of FE! Westside Funding LLC, Cyrus Global Holdings, LLC
and the holders of security as set out in Exhibit "A" to the Initial Order.
"Stay Termination Date" means the first Business Day following the effective date of the
Sanction Order.
"Testori" means Testori Americas Corporation, a body corporate under the laws of the province
of Prince Edward Island.
"Unaffected Claim" means:
(a)
Claims pursuant to leases of personal property to either Applicant which are not
required to be registered under the PPSA;
(b)
Claims for services, utilities, goods or material supplied or funds advanced to an
Applicant after December 19, 2013, but specifically excluding any claim arising
after December 19, 2013 as the result of the termination or repudiation of any
executory contract (including employment contracts) or leases by the Applicants
pursuant to the Initial Order or as part of the restructuring of the business of the
Applicants.
(c)
Claims of the Crown under subsection 224(1.2) of the Income Thx Act;
(d)
Claims by persons benefiting from the Charges in the Charging Order.
"Unaffected Creditor" means a Creditor holding an Unaffected Claim, but only to the
extent of such Unaffected Claim.
"Unsecured Claim" means any Claim of an Unsecured Creditor.
"Unsecured Creditor" means any creditor of either Applicant who is not a Secured Creditor,
and the holder of a builders' lien claim under the Builders' Lien Act shall be deemed to be an
unsecured creditor for all purposes of this Plan.
"Website" means the website at httoJ/www.owc.camIcaIenIcarftestnrii maintained by the Monitor
in respect of these proceedings.
"Wiebel" means Wiebel Aerospace (1995) Inc., a body corporate under the laws of the province
of Prince Edward Island.
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6
1.02 Headings
The division of this Plan into articles and sections and the insertion of headings are for
convenience only and do not form part of the Plan and will not be used to interpret, define or
limit the scope, extent or intent of the Plan.
1.03 Interpretation and Section Reference
The terms "this Plan", "hereof', Hhereunder, "herein" and like expressions refer to this Plan and
amendments to this Plan, and not to any particular article of the Plan arid, where appropriate,
include any instrument supplemental to the Plan. In the Plan, where the context so requires, any
words importing the singular number shall include the plural and vice versa and any word
importing gender shall include all genders. In this Plan, a reference to an article shall, unless
otherwise stated, mean an article of the Plan
1.04 Statutory Reference
Unless otherwise specified, each reference to a statute is deemed to be a reference to that statute
and to the regulations made under that statute as amended or re-enacted from time to lime.
2.
PURPOSE AND EFFECT OF TILE PLAN
2.01 Purpose of the Plan
Pursuant to the CCAA proceedings, the Applicants have, with the assistance of the Monitor:
a) reduced expenses by centralizing their operations in owned premises;
b) continued to implement the business plan described in the affidavit of Daniel Michaels
swornDecember 16,2013;
c) obtained and accessed DIP Financing to fund working capital for operations;
d) secured new shareholders for the Applicants, contingent on acceptance of the Plan
e) maintained its relationship with PEI Westside Funding LLC and its DIP Lender;
f) prepared this Plan of Arrangement for submission to creditors.
Under the Plan, the Applicants will pay to Unsecured Creditors amounts as shown in section
5.02 herein.
Equity Claims will not receive any payment under the Plan and shall be forever barred from
making or enforcing any Claim against the Applicants. The Claim of any such Person shall be
forever extinguished and all registrations under the PPSA in respect of such claims shall be
released.
The Secured Creditors will be paid in accordance with the terms of their security or as may be
negotiated.
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7
2.02 Persons Affected by the Plan
All Creditors, except the Unaffected Creditors, are affected by this Plan, The compromise and
release of Claims under this Plan shall be binding upon each Creditor and each of their heirs,
executors, administrators and assigns (as the case may be).
Claimants with liens under the Builders' Lien Act will be Unsecured Creditors in the Plan. The
release and compromise of their Builders' Lien claims will also release and terminate any
Builders' Lien claims they have, or may have, as against leasehold interests of the Applicants, or
as against lands leased by the Applicants.
2.03 Persons Not Compromised by the Plan
The Unaffected Creditors will not be compromised by this Plan and their Claims will be paid in
full in the normal course.
2.04 Binding Effect
Subject to any Order, this Plan will be binding upon the Applicants and the Creditors in
accordance with its terms. Any person with a Claim against the Applicants in a class referred to
in section 5.01 shall receive the treatment provided for in section 5.02 and shall have no further
rights or remedies against the Applicants in respect to any Claim.
3.
TIMELINE FOR TUE PLAN
3.01 Proposed Timeline for Plan
The Plan of Arrangement will be presented to the Court on or before January 17, 2014. If
approved, it will be submitted to the creditors for vote on March 6, 2014 in accordance with the
Creditors Meeting Order. Once approved by the creditors, the Applicants will apply promptly to
the court for a Sanction Order and, if so approved by the court, proceed to immediate
implementation of the Plan.
4.
FILING OF PROOFS OF CLAIM
4.01 Determination of Claims
The determination of the validity and quantum of any Claim of a Creditor will be made in
accordance with the process set forth in the Claims Process Order.
4.02 Failure to file Proofs of Claims prior to Claims Bar Date
Any Person with a Claim that did not file a proof of claim as required by the Claims Process
Order on or before the Claims Bar Date:
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(a)
(b)
(c)
shall have no right to vote in respect of the Plan;
shall have no right to receive a distribution under the Plan; and
shalt be forever barred from making or enforcing any Claim against the
Applicants, and the Claim of that Person shall be forever extinguished.
CREDITOR CLASSES AI'11) PAYMENTS
5.01 Classes of Creditors
For each Applicant, there shall be the following classes of creditors for the purpose of
considering and voting upon the Plan:
(a)
(b)
the Secured Creditors class; and
the Unsecured Creditors class.
Equity Claims are Unsecured Creditors but shall not have a vote on the Plan.
5.O2Payment to Creditors
Sccured Creditors will be paid in accordance with the terms and conditions for repayments in. the
security documents or as agreed between the parties.
Payment to Unsecured Creditors will be made on the following basis:
For Unsecured Creditors of Testori Americas Corporation;
o
Those owed $1,000 or less would get paid their debt in ftill within 6 months of
the date of the Sanction Order.
o Those owed between $1,000 and $10,000 would be paid:
the first $1,000 of their debt within 6 months of the date of the Sanction
Order; plus
15% of the remainder of their debt, such remaining 15% to be paid in. two
tranches, one at 12 months from the date of the Sanction Order and the
other at 24 months from the date of the Sanction Order.
o Those owed greater than $10,000 would be paid:
'
a
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the first $1,000 of their debt within 6 months of the date of the Sanction
Order; plus
15% of the remainder of their debt, such remaining 15% to be paid in two
tranches, one at 12 months from the date of the Sanction Order and the
other at 24 months from the date of the Sanction Order; plus
a further 5% of their debt paid 36 months from the date of the Sanction
Order.
o Testori will have the right to pre-pay, at its discretion, any or all payments
required hereunder.
For Unsecured Creditors of Wiebel Aerospace (1995) Inc.:
o
Those owed $1,000 or less would get paid their debt in full within 6 months of
the date of the Sanction Order.
o
Those owed between $1,000 and $10,000 would be paid:
a
the first $1,000 of their debt within 6 months of the date of the Sanction
Order; plus
15% of the remainder of their debt, such remaining 15% to be paid in two
tranches, one at 12 months from the date of the Sanction Order and the
other at 24 months from the date of the Sanction Order.
o Those owed greater than $10,000 would be paid:
•
a
the first $1,000 of their debt within 6 months of the date of the Sanction
Order; plus
15% of the remainder of their debt, such remaining 15% to be paid in two
tranebes, one at 12 months from the date of the Sanction Order and the
other at 24 months from the date of the Sanction Order; plus
a further 5% of their debt paid 36 months from the date of the Sanction
Order.
o Wiebel will have the right to pre-pay, at its discretion, any or all payments
required hereunder.
o
6
There shall be no payment to Equity Claims against either Applicant, all of which shall
be fblly released and discharged.
MEETINGS
6.OlMeetings
The Meetings shall be conducted in accordance with the terms of this Plan and the Creditors
Meeting Order. The Monitor shall call, hold and conduct the Meetings of Affected Creditors to
consider and vote on the Plan on March 6, 2014 (the "Meeting Date") at the Delta Hotel, 18
Queen Street, Charlottetown, Prince Edward Island, or as adjourned to such time and place as the
Monitor may determine. The meeting for Testori (the "Testori Meeting") will be held at 10:30
a.m. on the Meeting Date. The meeting for Wiebel (the "Wiebel Meeting") will be held at 11:30
a.m. on the Meeting Date.
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10
6.O2Persons Entitled to Attend Meeting
The persons entitled to attend the Meeting are; (i) the Monitor and any Person designated by the
Monitor; (ii) officers, directors and other advisors of the Applicants; (iii) Creditors with Proven
Claims (including the holders of proxies); (iv) legal counsel to any Person entitled to attend the
Meeting; and (v) any Person admitted to the Meeting on the invitation of the Applicants or
Chairperson.
6.03
Procedure
In order for the Plan to be binding on the Creditors in accordance with the CCAA, each class of
Creditors must first accept this Plan by both:
6.04
(a)
a majority in number of each class of Creditors with Proven Claims who
actually vote upon the Plan (in person or by proxy) at the Meeting; and
(b)
a two-thirds majority in value of the Proven Claims of each class of Creditors
who actually vote upon the Plan (in person or by proxy) at the Meeting.
Voting
For the purposes of voting, each Creditor shall have one vote for the purposes of determining a
simple majority in number and each Creditor shall be entitled to one vote for each $1.00 of its
Proven Claim for the purposes of determining a two-thirds majority in value. Testori Creditors
will vote at the Testori Meeting. Wiebel Creditors will vote at the Wiebel Meeting.
6.05. Proxies and Voting Letters
Any Creditor will be entitled to vote at the Meeting by proxy as distributed pursuant to the
Creditors Meeting Order.
6,06
Quorum
A quorum at each Meeting shall be one creditor in each blass set out in section 5.1 of the Plan,
present in person or by proxy. If a quorum is not present at the Meeting, the Meeting may be
adjourned by the Chairperson to a date not less than 10 days thereafter and to such time and
place as may be appointed by the Chairperson, who shall dctermine what notice shall be
provided to the Creditors.
6.07
Voting Disputes
Any issue that arises in respect of a Creditor's right to vote shall be resolved by the Chairperson
at the Meeting. Any dispute in relation to a decision of the Chairperson in this regard may be
appealed to the Court on or before the time of the application for the Sanction Order. Any such
1068579
11
dispute or appeal shall not prevent the holding of the Meeting on the Plan. Creditors will be
permitted to vote the amount of their accepted Proof of Claim. In accordance with section 19 of
the Claims Process Order, unresolved claims will be permitted to vote the portion of their Claim
that is undisputed or permitted to vote by the Chair as an "Allowed Voting Claim".
6.08
Adjourunient of Meeting
Upon notice to those Persons at the Meeting, the Chairperson may in his discretion adjourn the
Meeting upon such terms as are considered appropriate by the Chairperson for the purpose of
considering amendments to the Plan contemplated in Article 7.
7. AMENDMENTS AND MODIFICATIONS
7.01
Amendment of Plan
The Applicants reserve the right to amend the Plan at any time and resubmit it to the Creditors
and the Plan may be amended between the Applicants and the Creditors at the Meeting. The
Monitor must approve any amended Plan before the Plan is submitted to the Creditors.
7.02
Modification of Plan
After the Meeting, the Plan may be modified:
7.03
(a)
by the Applicants with the consent of the Monitor, provided that any amendment
to the Plan made subsequent to the Meeting is not, in the opinion of the Monitor,
material to one or more Creditors or other Persons (i. e. is merely of a technical or
administrative nature); and
(b)
if the proposed amendment is material to one or more Creditors or other Persons,
by the Court at any time on application of the Applicants or the Monitor and upon
notice to those determined by the Applicants or the Monitor to be directly affected
by the proposed modification, on which application the Plan may be modified as
may be reasonably necessary to ensure the successful reorganization or the
Applicants in accordance with the purposes of the Plan.
Effect of Amendments and Modifications
Any amendments or modifications to the Plan in accordance with this Article will, for all
purposes, be deemed to be a part of, and incorporated into, this Plan.
7.04
Severability
In the event that any provision of the Plan is determined to be unenforceable, at the Applicant's
sole option, such determination shall in no way limit or effect the enforceability and operative
effect of any other provision of the Plan.
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12
8. EFFECT OF PL4N
8.01
Effect of Plan Generally
Subject to the issuance of the Sanction Order, this Plan shall be final and binding on the
Applicants and all Creditors (other than Unaffected Creditors), and their respective heirs,
executors, administrators, legal personal representatives, successors and assigns, irrespective of
the jurisdiction in which such Creditor resides or the Claims arise, and this Plan shall constitute a
full, final and absolute scttlernent of all rights of the Creditors in consideration of the
distributions to such Creditors contemplated by this Plan in accordance with the terms of the
Plan.
8.02
Waiver of Defaults and Permanent Injunction
From and after the Sanction Order:
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(a)
all Creditors shall be deemed to have waived any and all defaults of either
Applicant then existing or previously committed by the Applicant or caused by
the Applicant, or non-compliance with any covenant, warranty, representation,
term, provision, condition, obligation, express or implied, in any contract, credit
document, agreement for sale, lease or other agreement, written or oral, and any
and all amendments or supplements thereof, existing between such Person and the
Applicant, and any and all notices of default and demands for payment under any
instrument, including any guarantee, shall be deemed to have been rescinded; and
(b)
all Unsecured Creditors shall be permanently and forever barred, estopped, stayed
and enjoined with respect to Claims from:
(i)
commencing, conducting or continuing in any manner, directly or
indirectly, any action, suits, demands or other proceedings of any nature or
kind whatsoever (including, without limitation, any proceeding in a
judicial, arbitra), administrative or other forum) against either Applicant
and their respective representatives, predecessors, officers, directors,
shareholders, employees, attorneys, landlords, sureties, insurers,
successors, agents and assigns, as applicable, including for greater
certainty any Builders' Lien claims as against any leasehold interest held
by an Applicant or any lands leased by either Applicant;
(ii)
enforcing, levying, attaching, collecting or otherwise recovering or
enforcing by any manner or means, directly or indirectly, any judgment,
award, decree or order against the Applicant and their respective
representatives, predecessors, officers, directors, shareholders, employees,
attorneys, landlords, sureties, insurers, successors, agents and assigns, or
the property of such persons including for greater certainty any Builders'
13
Lien claims as against any leasehold interest held by an Applicant or any
lands leased by either Applicant;
(iii)
commencing, conducting or continuing in any manner, directly or
indirectly, any action, suits or demands, including without limitation, by
way of contribution or indemnity or other relief, in common law, or in
equity, or trader the provisions of any statute or regulation, or other
proceedings of any nature or kind whatsoever (including, without
limitation, any proceeding in a judicial, arbitral, administrative or other
forum) against any Person who makes such a claim or might reasonably be
expected to make such a claim, in any manner or forum, against the
Applicant, including for greater certainty any Builders' Lien claims as
against any leasehold interest held by an Applicant or any lands leased by
either Applicant;
(iv)
creating, perfecting, asserting or otherwise enforcing, directly or
indirectly, any lien or encumbrance of any kind; and
(v)
taking any actions to interfere with the implementation or consummation
of this Plan.
8.03 Releases
Effective the issuance of the Sanction Order, the following Persons (being herein referred
individually as a "Released Party" and collectively as the "Released Parties'): (i) the Applicants;
(ii) the Monitor; (iii) present and former directors, officers and employees of the Applicants in
such capacities and not in any other capacity; and (iv) any Person claimed to be liable
derivatively through any and all of the foregoing Persons shall be released and discharged from
any and all demands, claims, actions, causes of action, counterclaims, suits, debts, sums of
money, accounts, covenants, damages, judgments, cxpenses, executions, liens and other
recoveries on account of any liability, obligation, demand or cause of action of whatever nature
which any Person may be entitled to assert including, without limitation, any claims in respect of
potential statutory liabilities of the present and former directors, officers and employees of the
Applicants, and any alleged fiduciary or other duty, whether known or unknown, matured or
unmat-urcd, foreseen or unforeseen, existing or hereaer arising, based in whole or in part on any
act or omission, transaction, duty, responsibility, indebtedness, liability, obligation, dealing or
other occurrence existing or taking place on or prior to the Sanction Order in any way relating to,
arising out of or in connection with Claims, the business and affairs of the Applicants, this Plan
and the CCAA Proceedings to the full extent permitted by law, and all claims arising out of such
actions or omission shall be forever waived and released (other than the right to enforce the
Applicants' obligations under the Plan or any related document) provided that nothing herein:
(a)
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shall release or discharge a Released Party from a Claim arising from the
Administration Charge or Directors' Charge or from a Claim that cannot be
compromised under the CCAA;
14
(b)
shall affect the rights of any Person:
(i)
to recover indemnity from any insurance coverage under which that
Person is an insured; or
to obtain recovery on a Claim against a Released Party from any insurance
coverage pursuant to which that Released Party is an insured, but, for
certainty, any Claim to which an insurer is or would otherwise be
subrogated is released hereunder and the recovery to which such Person
shall be entitled shall he limited to the proceeds of insurance actually paid
by the insurer with respect to the Claim; or
(c)
shall release or discharge present or former directors of the Applicants with
respect to matters set out in section 5.1 (2) of the CCAA.
9. APPLICATION FOR SANCTION ORDER AND CONDITIONS PRECEDENT
9.01
Application for Sanction Order
After this Plan is approved at the Meetings by the Creditors by the requisite majorities as
established under the CCAA, the Applicants will promptly apply to the Couit for the Sanction
Order.
9.02
Conditions Precedent to Implementation
This Plan is expressly subject to the fulfillment of all of the following conditions:
9.03
(a)
the approval of the Plan by the requisite majorities of the Creditors pursuant to the
CCAA;
(b)
the granting of the Sanction Order on the terms contemplated by this Plan or such
other terms as are satisfactory to the Applicants; and
(c)
such other Orders as may be required in order to completely implement the Plan.
Monitor's Certificate of Completion
Upon the satisfaction or, where applicable, waiver of the conditions precedent set out in section
9.02, the Monitor shall issue and file with the Court a certificate which states that all conditions
precedent set out in this Plan have been satisfied (or, where applicable, waived). in so certifying
that the conditions precedent set out in this Plan have been satisfied (or where applicable,
waived), the Monitor shall be entitled to rely upon certificates, representations and confirmations
from the Applicants and its counsel.
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15
9.04
Transfer of Equity Interests
Conditional on issuance of the Monitor's Certificate of Completion, TMC Avion Inc. shall
transfer all of its shares and other equity interests, held legally or beneficially, in the Applicants
to Aertis Group NA, Inc. and the Applicants shall record the transfers in their respective share
register, after which TMC Avion, and all Persons claiming under, through or against TMC
Avion, shall cease to have any ownership or other interest in the Applicants.
10. GENERAL
10.01 Paraniountey
With the exception of the terms of the Agreement, except as otherwise provided in the Plan, from
and after the effective date of the Sanction Order, any conflict between this Plan and the terms,
conditions, covenants, representations, warranties, provisions or obligations, expressed or
implied, of any contract, creditor document, agreement for sale, arrangement, constating or
organizational documents of the Applicants, lease or other agreement, written or oral and any
amendments or supplements thereto existing among one or more of the Creditors and the
Applicants as at the effective date of the Sanction Order will be deemed to be governed by the
terms, conditions and provisions of this Plan and the Final Order which will take precedence and
priority in respect thereof.
10.02 Deeming Provisions
The deeming provisions contained herein are not rebuttable and are conclusive and irrevocable.
10.03 Different Capacities
Persons who are affected by the Plan may be affected in more than one capacity. Unless
expressly provided herein to the contrary, a Person will be entitled to participate hereunder in
each such capacity. Any action taken by a Person in one capacity will not affect such Person in
aay other capacity, unless expressly agreed by the Person in writing or provided for in the Plan
or unless its Claims overlap or are otherwise duplicative
10.04 Further Assurances
Notwithstanding that the transactions and events set out in the Plan shall be deemed to occur
without any additional act or formality other than as set out herein, each of the Persons affected
hereby, including the Applicants, shall make, do and execute or cause to be made, done or
executed all such further acts, deeds, agreements, transfers, assurances, instruments, documents
or discharges as may be reasonably required by the Applicants or the Monitor in order to better
implement the Plan.
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16
10.05 Dates of Actions
In the event that any date on which any action is required to be taken hereunder by any Person is
not a Business Day, such action shall be required to be taken on the next succeeding day that is a
Business Day. Any action taken after 5:00 p.m. on a Business Day or on any day that is not a
Business Day will be deemed to have occurred on the following Business Day,
10.06 Time
All times expressed in this Plan are references to local time in Prince Edward Island unless
otherwise expressly stipulated.
10.07 Currency
All references to amounts of money mean lawful currency of Canada unless otherwise expressly
indicated.
10.08 Notices
AM notices and communications required, permitted or designed to be made pursuant to this Plan
shall be in writing and shall be delivered personally or by facsimile to the Applicants at the
following address:
Testori Americas Corporation or Wiebel Aerospace (1995) Inc.
do Burchells LLP
D. Bruce Clarke QC
Attention:
1801 Hollis Street, Suite 1800, Halifax, NS B3J 3N4
Courier:
(902) 420-9326
Fax:
[email protected]
Email:
And to the Monitor as the following address:
PricewalerhouseCoopers Inc.
David A. Boyd
Attention:
1601 Lower Water Street, Suite 400, Halifux NS B31 3P6
Courier:
(902) 422-1166
Fax:
Email:
[email protected]
and if to a Creditor, at the last address of such Creditor as known to the Applicants or provided in
the last proof of claim deposited by that Creditor with the Monitor.
10.09 Assignment
The Applicants may not assign any rights and obligations under this Plan.
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17
10.10 Successors and Assigns
This Plan shall be binding upon and shall enure to the benefit of the heirs, administrators,
executors, legal personal representatives, successors and assigns of any Person named or referred
to in, or subject to, this Plan.
10.11 Governing Law
This Plan will be governed by and construed in accordance with the laws of Prince Edward
Island and the laws of Canada applicable therein. All questions as to the interpretation of or
application of this Plan and all proceedings taken in connection with this Plan and its provisions
will be subject to the exclusive jurisdiction of the Court.
Dated a
L&L
day of January, 2014.
TESTORI AMERICAS CORPORATION
Per:
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INFORMATION CIRCULAR
SUMMARY OF PLAN
The following is a summary of certain information contained elsewhere in this Information Package,
including the Schedules, and is provided for the assistance of creditors. The governing document is the
Plan of Arrangement (the "Plan") which is enclosed with this Information Package. This summary is
qualified in its entirety by the more detailed information appearing or referred to elsewhere in this
Information Package, including the Schedules. Certain capitalized words and terms used in this summary
are defined in the Plan. All references to dollars are in Canadian Dollars unless otherwise indicated.
Background of the Plan:
Testori Americas Corporation ("Testori") and Wiebel Aerospace (1995) Inc. ("Wiebel") are corporations
incorporated under the laws of Prince Edward Island. Testori is a manufacturer of internal components
of railroad cars for inter-city and commuter trains and for airplanes, including seats, lavatories, interior
linings, partitions, doors, cabin linings and luggage racks. Wiebel is a manufacturer of custom precision
machine parts and specialty components for aircrafts.
On December 19, 2014, Testori and Wiebel (the "Companies") applied to the Court under the provisions
of the Companies' Creditors Arrangement Act (the "CCAA"). An order was granted by the Court staying
all proceedings of creditors against the Companies pending further order of the Court. By subsequent
orders of the Court, the stay of proceedings has been extended until April 17, 2014.
Purpose of the Plan:
The Companies have developed a Plan which they believe is in the best interests of all of their
stakeholders, including creditors, suppliers, employees, customers, and the Province of Prince Edward
Island. The Plan allows for the Companies to be restructured and repositioned on a long-term basis as
viable businesses.
The overall objective of the Plan is to provide a fair recovery to the Creditors of the Companies and to
successfully restructure the Companies as a going concern. The reorganization of the Companies will
have the effect of releasing approximately $6.5 million of outstanding unsecured obligations and will
allow the reorganized entities to reposition themselves as financially strong manufacturers in Canada.
Consolidated Plan and Separate Voting:
The Plan is being submitted by the Companies on a joint and procedurally consolidated basis to simplify
the administration and implementation of the Plan.
The voting on the Plan and receiving distributions are separate on the basis that the operations of the
Companies are separate and identifiable.
The Plan relates only to the Companies and does not include any of their shareholders or subsidiaries.
Two Classes of Affected Creditors:
The Plan, if approved, will be implemented under the CCAA and will become effective and binding on
the Companies and all Creditors of the Companies save and except for Creditors with Unaffected Claims
(outlined below).
The Plan provides for two classes of Creditors which are the Companies' (i) Secured Creditors Class and
(ii) Unsecured Creditors Class.
Unaffected Claims:
The following claims will be unaffected;
(a) Claims pursuant to leases of personal property to either Company which are not required to be
registered under the PPSA;
(b) Claims for services, utilities, goods or material supplied or funds advanced to a Company after
December 19, 2013, but specifically excluding any claim arising after December 19, 2013 as the
result of the termination or repudiation of any executory contract (including employment
contracts) or leases by the Companies pursuant to the Initial Order or as part of the
restructuring of the business of the Companies;
(c) Claims of the Crown under subsection 224(1.2) of the Income TaxAct;
(d) Claims by persons benefiting from the Charges in the Charging Order.
Creditors holding such Unaffected Claims will not be entitled to vote or receive any distribution under
the Plan.
Treatment of Equity Claims:
Equity Claims are Unsecured Creditors but shall not have a vote on the Plan. There shall be no payment
to Equity Claims against either Company, all of which shall be fully released and discharged.
Treatment of Creditors under the Plan:
At the Effective Time, the Companies' Claims will be compromised and irrevocably released and the
following distributions will be made to the affected Creditor directly by the applicable Company:
Distributions to Unsecured Creditors with Claims of $1,000 or less
• Those owed $1,000 or less would get paid their debt in full within 6 months of the date of the
Sanction Order.
Distributions to Unsecured Creditors with Claims between $1,000 and $10,000
• The first $1,000 of their debt within 6 months of the date of the Sanction Order; plus
• 15% of the remainder of their debt, such remaining 15% to be paid in two tranches, one at 12
months from the date of the Sanction Order and the other at 24 months from the date of the
sanction Order.
Distributions to Unsecured Creditors with Claims of $10,000 or greater
• The first $1,000 of their debt within 6 months of the date of the Sanction Order; plus
• 15% of the remainder of their debt, such remaining 15% to be paid in two tranches, one at 12
months from the date of the Sanction Order and the other at 24 months from the date of the
Sanction Order; plus
• A further 5% of their debt paid 36 months from the date of the Sanction Order.
The Companies will have the right to pre-pay, at their discretion, any or all payments required
hereunder.
2
Distributions to Secured Creditors
Secured Creditors will be paid in accordance with the terms and conditions for repayments in the
security documents or as agreed between parties.
Distributions to Equity Claims
There shall be no payment to Equity Claims against either Company, all of which shall be fully released
and discharged.
Conversion:
All Affected Claims denominated in a currency other than lawful money of Canada are to be converted
to the equivalent thereof in lawful money of Canada at the noon rate of exchange as quoted by the Bank
of Canada on the Filing Date. The Conversion will be done by the Monitor for those creditors who have
not converted their claims. Claims will be converted back to the original currency and paid in the
currency of the claimant as stated on the proof of claim.
Conditions of the Plan:
The implementation of the Plan is conditional upon: (I) the issue of a Sanction Order by the Court
approving this Plan; and (ii) the expiry of the appeals period with respect to the Sanction Order.
Release of Certain Parties:
At the Effective time, the Companies, the Monitor and the present and former directors and officers of
the Companies will be released of all Claims that a Creditor may have in connection with the Plan, the
CCAA Proceedings, the business and affairs of any entities comprising the Companies, subject to the
provisions of the CCAA.
Consequence of Non-Implementation of the Plan
The Companies believe the Plan is in the best interests of all stakeholders. Should the Plan not be
supported at the Meeting of Creditors, the Companies will continue to operate under the CCAA period
until the expiry of the extension period, subject to any objections raised in Court by specific creditors.
During this period of time, the Companies could seek to file an Amended Plan of Arrangement, as
approved by the Court, and/or inform the Court that the Companies are unable to make a Plan
satisfactory to its creditors. Should no Plan of Arrangement be accepted, the Stay of Proceedings and
the CCAA process will be lifted upon the expiry of the Stay Period. The secured creditor could then seek
to enforce its security agreements and appoint a Receiver.
Monitor's Recommendation
The Monitor believes that implementation of the Plan is essential in order for the Companies to
continue as a going concern and the Creditors to maximize their recovery on their Claims.
The compensation offered to the Companies' Unsecured Creditors under the Plan is higher than they
would likely receive in the event of a bankruptcy and/or receivership of the Companies. The Companies'
Unsecured Creditors would likely receive no recovery in a bankruptcy or realisation by the Secured
Creditors. A detailed review of the Plan distributions versus liquidation scenario will be completed by
the Monitor in due course, however, the Monitor believes the Unsecured Creditors will almost certainly
realise less in the event of a receivership or bankruptcy versus the contemplated payments under the
Plan.
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Accordingly, the Monitor believes that the Plan is fair and equitable in the circumstances and will
produce a more favourable result for Creditors than on a bankruptcy or liquidation of the Companies or
either of them.
Court Approval of the Plan
The Companies will, without further notice, seek sanction by the Court of the Plan once it has been
approved by the Companies' Creditors in the requisite majorities in number and in value.
If such approval has been obtained, the hearing in respect of the Sanction Order at which Court approval
of the Plan under the CCAA will be sought to take place in Charlottetown, Prince Edward Island as soon
as can be heard thereafter.
Errors or Omissions
This summary is meant as a guide to the Plan and in the event of a discrepancy between this
Information Package and the Plan, the terms and conditions of the Plan shall take precedence. Please
review the Plan in detail.
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