SUPERIOR COURT (COMMERCIAL DIVISION)

Transcription

1 Trustee CANADA PROVINCE 0F QUEBEC DISTRICT 0F QUEBEC DIVISION NO.: 13- BEAUCE 350-f No.: f f f FILE NO.: 41 OFFICE NO.: IN THE MATTER 0F THE PROPOSAL 0F: (In mafters of bankruptcy and insolvency) Canada 2500 ADDRESSEE(S): Bankruptcy and Insolvency Act) AFFIDAVIT AND NOTICE 0F Reference No.: Telephone: Fax: McCarthy Tétrault LLP NOTIFICATION SLIP (Art. 133 and 134 CCP) ACRYLIQUE LE-BO INC., a legal person having its headquarter at 417, Road 9, St-Honoré-de-Shenley (Quebec) GOM 1VO Debtor I Petitioner vs RAYMOND CHABOT INC. (Jocelyn Renaud, CPA, CMA, CIRP, SAI, designated person), in its capacity cf Trustee to Notice cf Intention cf Acrylique Le-Bo MONTREAL, this October 13, 2017 TIME: SENDER: Me Alain Tardif 1000 De La Gauchetière Street West Montreal (Quebec) I-138 0A2 Canada notificationmccarthy.ca NATURE 0F THE DOCUMENT: MOTION FOR THE EXTENSION 0F THE TIME FOR FILING A PROPOSAL AND TO ENTER INTO AN AUCTION AGREEMENT (Sections50.4(9) and 65.13(1) of the PRESENTATION AND LIST 0F EXHIBITS NUMBER 0F PAGES TRANSMITTED (not including the slip): 9 MONTREAL - Central Fax Services: tel.: fax: QUEBEC - Central Fax Services: tel.: fax: AIl notifications by must be addressed solely to notification@mccarthy.ca N.B. If you receive this or this fax in error, please notify the sender and destroy ail copies in your possession. Dur privacy poticy is available at Transmission No.: By: (COMMERCIAL DIVISION) SUPERIOR COURT

2 140, Grande-Allée est Transmission No.: By: MONTREAL - policy is available at N.B. if you receive this or this fax in error, please notify the sender and destroy ail copies in your possession. Our privacy Ail notifications by must be addressed solely to notificationmccarthy.ca QUEBEC - United States cf America Kendai Strickland Montreal Qc H2Z 1A6 { } Fax Services: tel.: fax: Fax Services: tel.: fax: Central Central Altanta GA LLC Tel.: (418) Tel.: (770) Tel.: Tel.: (770) Revenu Québec Canada Revenue Agency Bureau fiset.etiennercgt.com Fax: (770) René-Lévesque Blvd West 400 Galleria Parkway, Suite ks@chathamcapital.com Fax: (770) Raymond Chabot Inc Québec QC Gi R 5P7 Montreal, Qc H2Z 1A6 Premier directeur principal Réorientation Chatham Capital Management Il, 305 René-Lévesque Blvd West (commercial) Insolvabilité Mr. Étienne Fiset

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4 3. In support cf the present Motion, the Debtor files Report cf the Trustee on the State on the Debtor s Business and Financial Affairs (the Trustee s Report ), as Exhibit R-1; I. THEDEBTOR 4. Acrylique is incorporated under the Companies Act, with its head office in Saint-Honoré de-shenley, in the judicial district of Quebec, the whole as appears from a copy cf the relevant extract of the records of the REQ filed herewith as Exhibit R-2; 5. Acrylique is a company which speciahzed in customized acryiic embedment; II. NOTICE 0F INTENTION TO FILE A PROPOSAL 6. On September 19, 2017, Acrylique filed a Notice of intention to Make a Proposai to its creditors under subsection 50.4(1) cf the BIA (the NOl ), as appears from a copy cf the NOl filed herewith as Exhibït R-3; 7. Raymond Chabot Inc. (Jocelyn Renaud, CPA, CMA, CIRP, SAI, designated person) was appointed as trustee to the NOl (the Trustee ); III. THE DEBTS 0F THE DEBTOR 8. As cf the date cf the NOl, the total debts cf the Debtor amounted to approximately $5.2 million, namely $ 97, cf unsecured debts and approximately $5.1 million cf secured debts; 9. The Debtor s main creditor, as at the date cf the NOl, is Chatham Investment Fund ( Chatham ), who benefïts from security over of Acrylique s assets; 10. As cf September 19, 2017, the Debtcr was indebted towards Chatham in the amount cf approximately $5 million; IV. RESTRUCTURING STEPS SINCE FILING THE NOl 11. The Debtor, in collaboration with its financial and legal adviscrs, has taken the following restructuration steps since the filing cf the NOI: (a) (b) (C) The implementation cf a communication strategy with the affected creditcrs and custcmers cf the Debtcr; The securing cf ail cf its assets fcllcwing the shutdcwn cf its activities in August 2017; The selecticn of the best apprcach to seil ail of its assets; 12. Chatham was kept inform cf the restructuring and of developments; V. THE PROPOSED AUCTION AGREEMENT

5 13. As part of its process to seli, as the best approach to reach buyers for the acquisition of some or ail cf its assets, contact has been made with PPL Group LLC (the Auctioneer ); 14. The Proposed Sale is the object of a proposed auction agreement (the Proposed Auction Agreement ), a copy cf which is filed herewith as Exhibit R-4; 15. The secured creditor that is iikely te be affected by the Proposed Sale, Chatham, has agreed with the terms et the Proposed Auction Agreement; 16. The authorization to enter into the Proposed Auction Agreement shouid be granted for the following reasons: (a) The entering into the Proposed Auction Agreement is reasonable in the circumstances as it is the best process te seli the equipment cf the Debtor; (b) The Trustee is in agreement with the entering into the Proposed Auction Agreement; (c) The Proposed Sale conducted in accordance with the Proposed Auction Agreement is more beneficial te the creditors than a sale or disposition under a bankruptcy since the sale can be conducted more rapidiy; (d) The consideration te be teceived for the assets is bound te be higher than the consideration that could be received otherwise; VI. REQUESTED EXTENSION 17. The thirty (30) days delay for the filing of a proposai is expiring on October 19, 2017; 18. The First Extension wiii aiiow the Debtor: (a) (b) (c) Te continue te cenduct the Prcpcsed Saie and the research cf petential investcrs and/er buyers fer the acquisition cf its remaining assets; Te enter into the Prcpcsed Auctien Agreement in order te seil the assets prcvided for in same; Te see if a viable proposai in the best interest cf Acryiique s stdkeoiders can be submitted; 19. Censidering the foregoing, the initiai period cf 30 days is insufficient and it is necessary te obtain the First Extension; VII. ABSENCE 0F PREJUDICE 20. The Debter respecffully submits te this Honcrabie Court that the First Extension wiii cause ne serieus prejudice te any creditor, as the Debtcr wiil continue te meet its current ebiigaticns as they become due;

6 Lt The Debtor has informed its major creditor, Chatham, of its intention ta seek the First 23. The Debtor has been acting throughout the process in good faith and with due diiigence; an additional time limit necessary to estabiish whether it can submit a viable and Extension, and Chatham agrees; WHEREFORE, MAY IT PLEASE THIS HONOURABLE COURT: notwithstanding appeai; Into an Auction Agreement (the Motion ); GRANT the present Motion for the Extension of Time for Fiiing a Proposai and ta Enter satisfying proposai to the creditors; ORDER the provisionai execution of the judgment to be rendered upon the Motion InsolvencyAct fora period offorty-five (45) days, up to and inciuding December 1,2017; 21. It is in the general interest of the creditors and other stakehoiders of the Debtor to grant it 24. This Motion is well founded in fact and in iaw. EXTEND the time for Acryiique Le-Bo Inc. ta file a proposai under the Bankruptcy and THE WHOLE without costs except in case of contestation. EXEMPT the Debtor from any notice or deiay of production or presentation; AUTHORIZE Acryiique Le-Bo Inc. to enter into the Proposed Auction Agreement; Lawyers for the Debtor/Petitioner Acryiique Le-Bo Inc. Me Aiain N. Tardif MCCARTHY TÉTULT LLP 1000 ALL NOTIFICATIONS BY MUST 8E ADDRESSED SOLELY TO NOTIFICATION@MCCARTHY.CA Fax: Telephone: Montreai (Quebec) H3B 0A2 De La Gauchetière Street West Montreai, this October 13, 2017

7 1 PROVINCE 0F QUEBEC COURT NO.: OFFICE NO.: Atianta, on this -3_ mday of October 2017 DISTRICT 0F QUEBEC ACRYLIQUE LE-BO INC. CANADA SOLEMNLY DECLARED before me in -and Debtor J Petitioner IN THE MATTER 0F THE PROPOSAL 0F: FILE NO.: (In matters of Bankruptcy and lnsolvency) (COMMERCIAL DIVISION) AFFIDAVIT Katie G Uman AND I HAVE SIGNED: Enter Into an Auction Agreement are true, 2. Ail the facts alleged in the Motion for the Extension of Time for Filin g a Proposai and to 1, lama duly authorized representative 0f Acrylique Le-Bo Inc.; I, the undersigned, Katie Goodman, dcmiched and residing for the purposes of the present at Trustee its capaclty 0f Trustee to Notice cf Intention of Acrylique Le-Bo Inc. RAYMOND CHABOT INC. (Jocelyn Renaud, CPA, CMA, CIRP, SAI, de&gnated person), in SUPERIOR COURT 3155 Roswell Rd NE, Suite 120, Atlanta, GA 30305, dc hereby solemnly affirm that: Nbtary Public & L (( ( /L1. DIVISION NO.: 13 - BEAUCE

8 CANADA PROVINCE 0F QUEBEC DISTRICT 0F QUEBEC DIVISION NO.: 13 - BEAUCE COURT NO.: FILE NO.: OFFICE NO.: SUPERIOR COURT (COMMERCIAL DIVISION) (In matters of Ban kruptcy and Insolvency) IN THE MATTER 0F THE PROPOSAL 0F: ACRYLIQUE LE-BO INC. Debtor I Petitioner -and RAYMOND CHABOT INC. (Jocelyn Renaud, CPA, CMA, CIRP, SAI, desïgnated person), in its capacity 0f Trustee to Notice of Intention of Acrylique Le-Bo Inc. Trustee AFFIDAVIT I, the undersigned, Alain Tardif, Iawyer, domiciled and residing for the purposes of the present at 1000 de la Gauchetière street west, Montreal, H3B 0A2, do hereby solemnly affirm that: 1. I am the attorney acting for the DebtorlPetitioner in the present fie; 2. I acknowledge the receipt of the signed affidavit by Katie Goodman by on this day, October 13, for the Province 0f

9 CANADA PROVINCE 0F QUEBEC DISTRICT 0F QUEBEC DIVISION NO.: 13 - BEAUCE COURT NO.: FILE NO.: OFFICE NO.: SUPERIOR COURT (COMMERCIAL DIVISION) (In matters of Bankruptcy and Insolvency) IN THE MATTER 0F THE PROPOSAL 0F: ACRYLIQUE LE-BO INC. Debtor I Petitioner -and RAYMOND CHABOT INC. (Jocelyn Renaud, CPA, CMA, CIRP, SAI, designated person), in its capacity cf Trustee to Notice of Intention cf Acrylique Le-Bo Inc. Ttustee NOTICE 0F PRESENTATION A: M. Étienne Fiset Premier directeur principal - Réorientation Raymond Chabot inc. 140, Grande-Allée Est Bureau 200 Québec QC G1R 5P7 Insolvabilité (commercial), Kendal Strickland Chatham Capital Management Il, LLC 400 Galleria Parkway, Suite 1950 Altanta GA United States of America Canada Revenue Agency 305 René-Lévesque Blvd W, Montreal, QC H2Z 1A6

10 Revenu Québec Complexe Desjardins 150 Ste-Catherine Ouest Montréal, QC TAKE NOTICE that the Motion for the Extension of lime for Filing a Proposai and to Enter into an Auction Agreement wiil be presented for adjudication to one of the honourable Judges of the Superior Court, or to its registrar, sitting in the commercial division for the judicial district of Quebec, at the Saint-Joseph-de-Beauce courthouse, at 795, du Palais aven2, Saint-Joseph de-beauce, on October 16, 2017, in a room to be determined, at 9h30 or so soon thereafter as counsel may be heard. DO GOVERN YOURSELF ACCORDINGLY. Montreal, October 13, 2017 McOtçtQ1 CLP McCARTHY T RAULT LLP Attorneys for the Debtor/Petitioner

11 SUPERIOR COURT (COMMERCIAL DIVISION) (In matters cf Bankruptcy and Insolvency) CANADA PROVINCE 0F QUEBEC DISTRICT 0F QUEBEC DIVISION NO.: 13- BEAUCE COURT NO.: FILE NO.: OFFICE NO.: IN THE MAlTER 0F THE PROPOSAL 0F: ACRYLIQUE LE-BO INC. Debtor I Petitioner -and RAYMOND CHABOT INC. Tru stee LIST 0F EXHIBITS Exhibit R-1: Exhïbit R-2: Exhibit R-3: Exhibit R-4: Report of the Trustee on the State on the Debtor s Business and Financial Affairs; Copy 0f the relevant extract 0f the records cf the REQ for Acrylique Le-Bo Inc.; Notice of Intention to Make a Proposai of Acrylique Le-Bo Inc. dated September 19, 2017; Proposed Auction Agreement; Montreai, October 13, 2017 MMcCA THY te rrault LLP Attorneys for the Debtor/Petitioner