GuestLogix Inc. and GuestLogix Ireland Limited

CCAA

Page last updated: August 23, 2016

This page is for information purposes only and you should consult your professional adviser if you have any questions or are uncertain as to your rights or obligations.

On February 9, 2016, GuestLogix Inc. (“GuestLogix Canada”) applied for and received an order (the “Initial Order”) for protection pursuant to the Companies’ Creditors Arrangement Act (“CCAA”), R.S.C.1985, c.C-36, as amended, from the Ontario Superior Court of Justice Commercial List (the “Court”). The Initial Order was amended on February 12, 2016 (the “First Amended and Restated Initial Order”), to include GuestLogix Ireland Limited (“GuestLogix Ireland” and collectively with GuestLogix Canada, the “Companies” or the “Applicants”) in the CCAA proceedings. The First Amended and Restated Initial Order, includes among other things, a stay of proceedings against the Companies, and the appointment of PricewaterhouseCoopers Inc. as monitor of the Applicant (“PwC” or the “Monitor”).

The First Amended and Restated Initial Order, among other things:

  1. Approved a stay of proceedings up to and including March 7, 2016 (“Stay Period”);
  2. Granted a first ranking charge, in the amount of $250,000 (the “Administration Charge”), over all of the property of the Applicants, as security for fees and disbursements of the Monitor and its counsel, the Applicants’ counsel, the Independent Counsel to the Board of Directors of the Applicants and the Financial Advisor of the Applicants; 
  3. Granted a second ranking charge, in the amount of $1,385,000 (the “Directors’ Charge”), over all of the property of the Companies, as security for the indemnity granted to the Applicants’ directors and officers.
  4. Approved the interim financing facility (the “Interim Facility”) to be provided by the Interim Lender (both as defined in the First Amended and Restated Initial Order), in the maximum amount of $3 million; and
  5. Approving a third ranking charge to secure the Interim Facility (the “Interim Lender’s Charge”) in favour of the Interim Lender.

In accordance with section 23 (1)(ii)(b) of the CCAA and the Initial Order, a notice was sent to all of the Applicants’ creditors who are owed $1,000 or more on February 16, 2016.


Status of File as of August 5, 2016

On August 5, 2016, pursuant to paragraph 11 of the Meeting Order, the Monitor sent a copy of the Creditor Information Package to all Affected Unsecured Creditors, other than Beneficial Debentureholders with respect to Debentureholder Claims. 

Also, on August 5, 2016, pursuant to paragraph 16 of the Meeting Order, the Monitor sent the Debentureholder Information Package to Participant Holders for distribution by the Participant Holders to the applicable beneficial holders (the “Beneficial Debentureholders”) of GuestLogix Canada’s 7% extendible convertible unsecured subordinated debentures due December 31, 2019 (the “Debentures”). Beneficial Debentureholders should receive the Debentureholder Information Package from the Participant Holders with instructions on how to submit their votes.

Please note that there are some formatting discrepancies in certain paragraph references in the Meeting Order. A revised Meeting Order reflecting the following amendments will be filed with the Court and posted on this website: Paragraph 25 is meant to reference paragraph 24; paragraph 34 is meant to reference paragraphs 28 to 33; paragraph 50 is meant to reference paragraph 48; paragraph 53 is meant to reference paragraphs 10 to 13; and paragraph 56 is meant to reference paragraph 54.

Status of File as of August 3, 2016

On August 3, 2016, the Court issued an order (the “Meeting Order”), which among other things:

  1. Accepted the filing of the Plan with the Court and authorized GuestLogix Canada to seek approval of the Plan by the Affected Unsecured Creditors;
  2. Authorized GuestLogix Canada to call, hold and conduct the Meeting to be held on September 2, 2016 at 10:00 a.m. (Toronto Time) at the offices of PricewaterhouseCoopers Inc., PwC Tower, 18 York St. Suite 2600, Toronto, to consider and vote on the Plan;
  3. Approved the procedures to be followed with respect to the call and conduct of the Meeting;
  4. Approved the Creditor Information Package and Debentureholder Information Package;
  5. Approved the proposed methods and forms of notice of the Meeting and the Sanction Hearing; and
  6. Set the date for the Sanctioning Hearing as September 8, 2016 should the Plan be accepted at the Meeting.

Also, on August 3, 2016 the Court issued an order (the “Distribution and Stay Extension Order”):

  1. Authorizing and directing the Monitor on behalf of GuestLogix Ireland to make a distribution to the unsecured creditors of GuestLogix Ireland; and
  2. Extending the Stay Period to October 31, 2016.

All capitalized terms are defined in the Meeting Order. Further information regarding the Meeting and the Plan can be found in the “Meeting of Creditors/Plan Information” section of this website.

Status of File as of August 2, 2016

On August 2, 2016 the Monitor filed its Eighth Report (the “Eighth Report”) to the Court to provide the Court with an update regarding:

  1. GuestLogix Canada’s activities and operations since Seventh Report to the Court;
  2. The Monitor’s activities since the Seventh Report;
  3. GuestLogix Canada’s cumulative cash receipts and cash disbursements from July 1, 2016 to July 22, 2016;
  4. The Plan;
  5. The status of the Claims Procedure undertaken pursuant to a Claims Procedure Order; and
  6. A revised cash flow forecast, prepared by the Company, for the period July 29, 2016 until November 4, 2016 (the “Second Extended Cash Flow Forecast”), which is attached to the Eighth Report as Appendix “B” together with the related notes and assumptions (the “Notes”).

The Eighth Report also provides the Monitor’s recommendations on the Company’s motion seeking a Meeting Order, accepting the filing of the Plan and authorizing GuestLogix Canada to hold the Meeting to seek approval of the Plan by the affected unsecured creditors and a Distribution Order approving the distribution of the remaining funds held by GuestLogix Ireland Limited on a pro-rata basis to GuestLogix Ireland’s unsecured creditors (including GuestLogix Canada) and to extend the Stay Period to October 31, 2016.

The motion will be heard on August 3, 2016.

Status of File as of July 29, 2016

On July 29, 2016, the Applicants filed a motion for an order (the “Meeting Order”),  seeking among other things:

  1. Authorizing the filing of a Plan of Compromise and Arrangement (the "Plan") in respect of GuestLogix Canada;
  2. Authorizing and directing GuestLogix Canada to call, hold and conduct a meeting of creditors (the "Meeting") to consider and vote on the Plan;
  3. Approving the procedures to be followed with respect to the call and conduct of the Meeting;
  4. Setting the date for the hearing of the Applicants' motion seeking sanction of the Plan (the “Sanction Hearing”) should the Plan be approved at the Meeting; and
  5. Approving the Information Packages (as defined in the Meeting Order) and the other proposed methods and forms of notice of the Meeting and the Sanction Hearing.

And, on July 29, 2016, the Applicants filed a motion for another order (the “Distribution and Stay Extension Order”), seeking, among other things:

  1. Approval for distribution to the unsecured creditors of GuestLogix Ireland; and
  2. Extension to the Stay period to October 31, 2016.

The motion will be heard on August 3, 2016.

Status of File as of July 13, 2016

On July 13, 2016 the Court issued an order (the “Transaction Approval and Vesting Order”):

  1. Approving and authorizing the execution of the restructuring transaction (the “Restructuring Transaction”) contemplated by the Transaction Agreement,
  2. Approving and authorizing the execution of the Transaction Agreement between GuestLogix Canada and the Purchaser, dated June 30, 2016  as appended to the Gillberry Affidavit, sworn July 7, 2016 as confidential Exhibit “C”; 
  3. Approving and authorizing the Sale between GuestLogix Canada and the Purchaser and the execution of the Sale Agreement attached as Schedule “K” to the Transaction Agreement, 
  4. Sealing of the Transaction Agreement and the Sale Agreement attached as Confidential Exhibit “C” to the Gillberry Affidavit; and 
  5. Sealing of the Confidential Appendix to the Monitor’s Seventh Report pending either the closing of the Sale Transaction or the Restructuring Transaction.

Status of File as of July 11, 2016

On July 8, 2016 the Monitor filed its Seventh Report to the Court updating the Court with the information regarding:

  1. GuestLogix Canada’s activities and operations since the Sixth Report, including an update with respect to the SISP, which was approved by the Court on February 19, 2016;
  2. GuestLogix Canada’s cumulative cash receipts and cash disbursements from April 15, 2016 to July 1, 2016;
  3. The Monitor’s activities since the date of the Sixth Report; and
  4. The status of the claims procedure undertaken pursuant to a Claims Procedure Order granted on April 29, 2016.

The Seventh Report also provides the Monitor’s recommendations on the Company’s motion for an order of the Court:

  1. Approving GuestLogix Canada’s entry into the Transaction Agreement, pursuant to which the Purchaser will acquire all the shares of GuestLogix Canada through the implementation of a plan of compromise and arrangement under the CCAA (the “OnBoard CCAA Plan”); and
  2. Approving the Sale contemplated in the APA between GuestLogix Canada and the Purchaser, attached as Schedule “K” to the Transaction Agreement, vesting in the Purchaser GuestLogix Canada’s right, title and interest in and to the assets as described in the Sale Agreement (the “Purchased Assets”) that would be implemented as an alternative to the OnBoard CCAA Plan.

The motion will he heard on July 13, 2016.

Status of File as of July 8, 2016

On July 8, 2016 the Applicants filed a motion for an order:

  1. Approving and authorizing the execution of the transaction agreement between GuestLogix Canada and a corporation to be incorporated or designated by Stornoway Portfolio Management Inc., Bridgecorp Canada Inc., Logan Peak Capital Inc. and Klass.com Holdings Inc. (the “Purchaser”) dated June 30, 2016 (the “Transaction Agreement”) as appended to the Affidavit of John Gillberry, sworn July 7, 2016 (the Gillberry Affidavit”) as confidential Exhibit “C”;
  2. Approving and authorizing the sale transaction (the ”Sale”) between GuestLogix Canada and the Purchaser in the event that the Sale is undertaken pursuant to an Asset Purchase Agreement (the “APA”) substantially in the forms attached to the Transaction Agreement, and in accordance with the terms of the Transaction Agreement;
  3.  Sealing of the Transaction Agreement and the APA appended as Confidential Exhibit “C” to the Gillberry Affidavit; and
  4. Sealing of the Confidential Appendix to the Monitor’s seventh report to the Court (the “Seventh Report”).

The motion will be heard on July 13, 2016.

Status of File as of May 25, 2016

Following closing of the transaction with TravelSky Technologies Sinapore Pte. Ltd., certain documents which disclose financial information of the Companies, including a copy of the Companies’ cash-flow forecast to August 5, 2016 (the "Extended Cash Flow Forecast"), has been posted to this website under the "Motion Materials" section. In addition, on May 26, 2016 the Monitor issued a notice to all known unsecured creditors pursuant to the Company's books and records, to advise them that the Extended Cash Flow Forecast was available on this website.

Status of File as of May 12, 2016

On April 29, 2016 a Notice to Claimants, Instruction Letter and a Proof of Claim form (the “Claims Procedure Package”) were mailed to all known creditors of the Companies pursuant to the Companies’ books and records. The Claims Procedure Package is available on the Claims Procedure page.

Status of File as of April 29, 2016

On April 29, 2016, the Court issued an order (the “Claims Procedure Order”):

  1. Approving a process (the “Claims Procedure”) for the submission, evaluation and adjudication of claims against the Applicants and past and present directors and officers of the Applicants.

On the same day, the Court also issued an order (the “Distribution Order”):

  1. Approving the Settlement Agreement and Release;
  2. Authorizing and directing the Applicants to repay the outstanding obligations under the Interim Facility;
  3. Authorizing and directing the Applicants to repay the outstanding obligations owed to Comerica;
  4. Authorizing and directing the Applicants to repay the outstanding obligations owed to the Vistara Lenders;
  5. Authorizing and directing the Applicants to make a distribution to the Petitioners, under the terms and conditions of the Settlement Agreement;
  6. Sealing the unredacted Revised Cash Flow Forecast; and
  7. Extending the Stay Period to August 5, 2016.

Status of File as of April 27, 2016

On April 26, 2016, the Monitor filed its Sixth Report to Court to provide the Court with information regarding:

  1. GuestLogix Canada’s activities and operations since April 8, 2016, including an update with respect to the SISP;
  2. GuestLogix Canada’s cumulative cash receipts and cash disbursements from the date of the Revised Cash Flow Forecast (as defined in the Fifth Report) to April 15, 2016;
  3. the Monitor’s activities since the date of the Fifth Report; and
  4. a revised cash flow forecast, prepared by the Company, for the period May 6, 2016 until August 5, 2016 (the “Extended Cash Flow Forecast”).

The Sixth Report also provides the Monitor’s recommendations on the Applicants’ motion seeking orders of the Court:

  1. approving a distribution to the secured creditors of GuestLogix Ireland immediately after completion of the transaction with TravelSky;
  2. approving the Settlement Agreement entered into between, among others, the Irish Petitioners, as defined in the Sixth Report;
  3. approving Claims Procedure; and
  4. extending the Stay Period to August 5, 2016.

Status of File as of April 25, 2016

On April 25, 2016, the Applicants filed a motion for:

  1. An order (the “Claims Procedure Order”) establishing a claims a procedure for the submission, evaluation and adjudication of claims against the Applicants and Directors and Officers of the Applicants (the “Claims Procedure”); and
  2. An order (the “Distribution Order”):
    1. Approving the Settlement Agreement and Release dated April 15, 2016 (the “Settlement Agreement”);
    2. Authorizing and directing the Applicants to make a distribution of the Proceeds (as defined in the Affidavit of John Gillberry, sworn April 25, 2016 (the “Gillberry Affidavit”), in full and final satisfaction of all outstanding obligations under the Interim Facility;
    3. Authorizing and directing the Applicants to make a distribution of a portion of the Proceeds in full and final satisfaction of all outstanding obligations to Comerica (as defined in the Gillberry Affidavit);
    4. Authorizing and directing the Applicants to make a distribution of a portion of the Proceeds in full and final satisfaction of all outstanding obligations to the Vistara Lenders (as defined in the Gillbery Affidavit);
    5. Authorizing and directing the Applicants to make a distribution of a portion of the Proceeds to certain former shareholders of OpenJaw (the “Petitioners”) under the terms and conditions of the Settlement Agreement; and
    6. Extending the Stay Period to August 5, 2016

The motion is returnable on April 29, 2016.

Status of File as of April 13, 2016

On April 13, 2016, the Court issued an order:

  1. Approving and authorizing the sale transaction between GuestLogix Ireland and TravelSky
  2. Ordering that the Sale Agreement and the confidential appendices to the Fifth Report be sealed pending the closing of the Sale.

Status of File as of April 8, 2016

On April 8, 2016, the Applicants filed a motion for an order:

  1. Approving and authorizing the sale transaction (the “Sale”) contemplated by the share purchase agreement between GuestLogix Ireland and TravelSky Technology Singapore Pte. Ltd. ("TravelSky" or the “Purchaser”) dated March 31, 2016 (the “Sale Agreement”) pursuant to which TravelSky will acquire all of GuestLogix Ireland’s right, title and interest in the shares of its subsidiaries that carry on the business of OpenJaw (as defined in the Affidavit of John Gillberry dated April 8, 2016); and
  2. Ordering that the Sale Agreement and the confidential appendices to the Fifth Report be sealed from the public record.

Also on April 8, 2016, the Monitor filed its Fifth Report to Court to provide the Court with information regarding:

  1. GuestLogix’s activities and operations since March 17, 2016, the date of the Monitor’s Fourth Report, including an update with respect to the SISP;
  2. GuestLogix’s cumulative cash receipts and cash disbursements from the date of the Initial Order to April 1, 2016;
  3. the Monitor’s activities since the date of the Fourth Report; and
  4. a revised cash flow forecast, prepared by the Company, for the period April 1, 2016 until May 6, 2016 (the “Revised Cash Flow Forecast”).

The Fifth Report also provides the Monitor’s recommendations on the Applicants’ motion seeking an order of the Court:

  1. approving the Sale contemplated by the Share Agreement with TravelSky pursuant to which TravelSky will acquire all of GuestLogix Ireland’s right, title and interest in the shares of its subsidiaries that carry on the business of OpenJaw (as defined in the Fifth Report);
  2. upon closing of the Sale transaction, vesting GuestLogix Ireland’s right, title and interest in those shares in TravelSky, free and clear of all claims and encumbrances; and
  3. sealing the Confidential Bid Summary and the unredacted OpenJaw Sale Agreement (both as defined in the Fifth Report).

The motion will be heard on April 13, 2016.

Status of File as of March 22, 2016

On March 21, 2016, the Court issued orders approving the KERP and the KERP Charge, approving the KEIP and the KEIP Charge and sealing the unredacted Appendix A of the KERP pending further Order of the Court.

Status of File as of March 18, 2016

On March 17, 2016, the Monitor filed its Fourth Report to Court in connection with the Companies’ motion for an Order:

  1. Approving the KERP and granting the KERP Charge, both as defined in the Fourth Report;
  2. Approving KEIP and granting the KEIP Charge, both as defined in the Fourth Report;

    and to provide the Court with:

  3. Information regarding the Companies’ activities and operations since March 1, 2016, the date of the Monitor’s Third Report to Court including an update with respect to the SISP;
  4. Information regarding GuestLogix Canada’s cumulative cash receipts and cash disbursements from the date of the Initial Order to March 6, 2016; and
  5. An update on the Monitor’s activities since the date of the Third Report.

Status of file as of March 16, 2016

On March 15, 2016, the Applicants filed a Notice of Motion for an order:

  1. Approving the key employee retention plan (the “KERP”) offered by the Applicants to certain employees that are deemed critical to a successful restructuring and a charge on the current and future assets, undertakings and properties of the Applicants to secure the Applicants’ obligations under the KERP (the “KERP Charge”); and
  2. Approving the key employee incentive plan (the “KEIP”) offered by the Applicants to John Gillberry (the “KEIP Participant”), interim Chief Executive Officer of GuestLogix Inc., to incentivize the KEIP Participant to maximize the value of a Transaction (as defined in the KEIP) under the sale and investment solicitation process and a charge on the current and future assets, undertakings and properties of the Applicants to secure the Applicants’ obligations under the KEIP (the “KEIP Charge”).

A motion will be heard on March 21, 2016.

Status of file as of March 4, 2016

On March 4, 2016, the Court approved an order extending the Stay Period to May 6, 2016.

Status of file as of March 1, 2016

On March 1, 2016, the Monitor filed its Third Report to Court to provide the Court with:

  1. Information regarding GuestLogix operations since February 17,2016, the date of the Second Report of the Monitor;
  2.  Information regarding the Company’s cash flows since the date of the Initial Order;
  3.  An update on the Monitor’s activities since the date of the Second Report; and
  4. The Monitor’s views and recommendation on the requested extension of the Stay Period.

On February 29, 2016, the Applicants filed a motion for extension of the Stay Period to May 6, 2016. The motion will be heard on March 4, 2016.

Status of file as of February 19, 2016

On February 19, 2016 the Court granted an order

  1. Authorizing and directing the Applicants to commence the SISP; and
  2. Approving the SISP.

All inquiries regarding the SISP should be made to Canaccord Genuity Corp., who has been retained as the Applicants’ financial advisor:

Brent A. Layton, Canaccord Genuity Corp.
Telephone No. +1 416 867 6098, Fax No. +1 416 869 3876
Email: blayton@canaccordgenuity.com

Further details of the SISP are posted under the SISP tab.

Status of file as of February 17, 2016

On February 16, 2016 the Applicants filed a Notice of Motion for an order:

  1. Authorizing the Applicants to commence the sale and investment solicitation process (the “SISP”) for the purpose of soliciting interest in and opportunities for a sale of or investment in all or part of the assets and business operations of the Applicants (the “SISP Procedure”); and
  2. Approving the SISP and authorizing and directing the Applicants, the Monitor, and Canaccord Genuity Corp. who has been retained as the Applicants’ financial advisor (the “Financial Advisor”) to perform their respective obligations and to do all things reasonably necessary to perform their obligations thereunder.

A motion will be heard on February 19, 2016.

Also on February 17, 2016 the Monitor filed its Second Report in support of the motion filed by the Applicants for approval of the SISP. The purpose of the Second Report was to provide the Court with:

  1. Information regarding GuestLogix’s operations since the date of the Initial Order;
  2. The Monitor’s report on the Applicants’ Initial Cash Flow Forecast (as defined in the Second Report), pursuant to subsection 23(1)(b) of the CCAA;
  3. An update on the Monitor’s activities since the date of the Initial Order; and
  4. The Monitor’s views with respect to the SISP and the Applicants’ request for an order approving the SISP. 

Status of file as of February 16, 2016

In accordance with section 23 (1)(ii)(b) of the CCAA and the Initial Order, a notice was sent to all creditors owed more than $1,000 on February 16, 2016. A copy of the notice is posted under the Notices section.

Status of file as of February 12, 2016

On February 12, 2016, the Court granted an order, which among other things,

  1. Added GuestLogix Ireland as an Applicant in the CCAA proceedings;
  2. Amended and restated the Initial Order to among other things;
    a. Approve the Interim Facility to be provided by the Interim Lender; and
    b. Approve a third ranking charge to secure the Interim Facility in favour of the Interim Lender;
  3. Requested the aid and recognition of any court, tribunal, regulatory or administrative body having jurisdiction in Canada or in the United States, or abroad, to give effect to the First Amended and Restated Initial Order.

Status of file as of February 12, 2016

On February 11, 2016, the Applicant filed a Notice of Motion to seek an order to, among other things:

  1. Adding GuestLogix Ireland Limited as an Applicant in the CCAA proceedings and amending the title of the proceedings accordingly; and
  2. Amending and restating the Initial Order to, among other things:

a. Approve the interim financing facility (the “Interim Facility”) to be provided by the Interim Lender (as defined in the motion materials) in the maximum amount of $3 million; and
b. Approving a third ranking charge to secure the Interim Facility (the “Interim Lender’s Charge”) in favour of the Interim Lender.

Also, on February 11, 2016, the Monitor filed its First Report to Court to provide the Court with:

  1. Background information about GuestLogix and its affiliates (collectively, the “GuestLogix Group”); and
  2. Information and the Monitor’s views on GuestLogix’s request for an order approving Interim Facility and the Interim Lender’s Charge.

On February 12, 2016, Monitor filed a Supplemental Report to the First Report to provide the Court with additional information on GuestLogix’s request for an order approving the $3 million Interim Facility and the Interim Lender’s Charge.


This Web site will be updated as information becomes available.

For more information, please contact: Tammy Muradova, Telephone: +1 416 687 8238, or via Email