Pacific Exploration & Production Corporation, Pacific E&P Holdings Corp., Meta Petroleum Corp., Pacific Stratus International Energy Ltd., Pacific Stratus Energy Colombia Corp., Pacific Stratus Energy S.A., Pacific Off Shore Peru S.R.L., Pacific Rubiales Guatemala S.A., Pacific Guatemala Energy Corp., PRE-PSIE Coöperatief U.A., Petrominerales Colombia Corp. and Grupo C&C Energia (Barbados) Ltd.


CCAA Filing

Page last updated: August 3, 2017

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 April 27, 2016, Pacific Exploration & Production Corporation (“Pacific” or the “Company”), Pacific E&P Holdings Corp., Meta Petroleum Corp., Pacific Stratus International Energy Ltd., Pacific Stratus Energy Colombia Corp., Pacific Stratus Energy S.A., Pacific Off Shore Peru S.R.L., Pacific Rubiales Guatemala S.A., Pacific Guatemala Energy Corp., PRE-PSIE Coöperatief U.A., Petrominerales Colombia Corp. and Grupo C&C Energia (Barbados) Ltd. (collectively, the “Applicants” or the “Companies”) applied for and received an order (the “Initial Order”) for protection pursuant to the CompaniesCreditors Arrangement Act (“CCAA”), R.S.C.1985, c.C-36 from the Ontario Superior Court of Justice Commercial List (the “Canadian Proceedings”) and PricewaterhouseCoopers Inc. (“PwC”) was appointed as monitor of the Applicants (the “Monitor”). A copy of the Initial Order can be found under the Canadian Proceedings Court Orders tab on this website.

The Applicants filed recognition proceedings pursuant to Chapter 15 of title 11 of the United States Bankruptcy Code (the “U.S. Proceedings”) and pursuant to Law 1116 of 2006 of the Republic of Colombia (the “Colombian Proceedings”). Copies of the materials related to the US Proceedings and the Colombian Proceedings can be found on this website. The US Proceedings, the Colombian Proceedings and the Canadian Proceedings are collectively referred to as the “Coordinated Proceedings”.

The Applicants are continuing as “business as normal” during the restructuring operations and are seeking to implement a restructuring of only certain debt, referred to as Note Claims and Bank Debt Claims (both as defined in Schedule B to the Initial Order), and certain potential unknown claims against only Pacific. All other creditors of Pacific and all creditors of Pacific’s subsidiaries are not anticipated to be affected by the proposed restructuring. 

The Applicants anticipate that all obligations to the Applicants’ employees, suppliers, trade partners and contractors will continue to be met in the ordinary course of business throughout these proceedings and that all obligations to these unaffected parties will continue to be met without disruption.

Shareholder Contact Information
Shareholders are reminded that any questions or concerns can be directed to the Company at ir@pacificcorp.energy.

Noteholder Contact Information
Noteholders with questions concerning the restructuring are encouraged to contact Kingsdale Shareholder Services at 1-877-659-1821 toll-free in North America or call collect at 1-416-867-2272 outside of North America or by email at contactus@kingsdaleshareholder.com.

You can also visit the Company’s website at www.pacific.energy for further information.

The Monitor can be contacted at: Canada: +1 416 941 8383 x 14456

The Monitor can be contacted at:

Canada: +1 416 941 8383 x 14456

The Initial Order, also, among other things:

  1. granted a stay of proceedings up to and including May 27, 2016 (the “Stay Period”);
  2. authorized the Applicants to continue to use the Cash Management System (as defined in the Initial Order);
  3. authorized the Applicants to engage the Company’s Financial Advisor, the IC Financial Advisor, the Noteholders’ Financial Advisor and the Agents’ Financial Advisor (all as defined in Schedule A to the Initial Order);
  4. approved the key employee retention program (the “KERP”) as set out and described in the affidavit of Peter Volk sworn April 27, 2016 (the “Volk Affidavit”), in the maximum amount of US $14,120,000;
  5. authorized debtor-in-possession borrowings, totaling US $634 million (the “Interim Financing”), inclusive of:
  1.  
    1. senior secured notes (the “DIP Notes”) to be purchased by Catalyst Capital Group Inc.(the “Plan Sponsor”) and certain members of the ad hoc committee acting for certain holders of Note Claims (the “Ad Hoc DIP Lenders”, together with the Plan Sponsor the “DIP Note Purchasers”) not to exceed US $500 million; and
    2. a letter of credit facility (the “L/C Facility”) from Banco Davivienda, Banco Corpbanca Colombia S.A., Citibank Colombia S.A., Banco Latinoamericano de Comercio Exterior, S.A. and Bank of America N.A. (collectively the “L/C Providers”) in order to finance the Applicants’ letter of credit requirements, up to US $134 million;
  1. authorized the Applicants to execute the DIP Financing Documents (as defined in the Initial Order) as required by the DIP Note Purchasers of the L/C Providers;
  2. granted a first ranking charge, in the amount of US $45 million (the “Administration Charge”), over all of the property of the Applicants, as security for fees and disbursements of the Monitor, counsel to the Monitor and the Assistants (as defined in Schedule A to the Initial Order);
  3. granted a second ranking charge ranking pari passu over all of the property of the Applicants as security for the amount owing to the DIP Note Purchasers under the DIP Financing Documents (the “DIP Note Charge”), and the KERP participants as security for the KERP (the “KERP Charge”);
  4. granted a third ranking charge, in the amount of US $11 million (the “D&O Charge”) over all of the property of the Applicants, as security for the indemnity granted to the Applicants’ directors and officers;
  5. granted a fourth ranking charge in favour of the L/C Providers (the “L/C Provider’s Charge”) and together with the DIP Note Charge, the “DIP Lenders’ Charge”), over all of the property of the Applicants, as security for amount owing under the DIP Financing Documents; and
  6. authorized that the annual general meeting of shareholders of Pacific be postponed until further order of the Court; and
  7. sealed certain confidential appendices to the Volk Affidavit.

A notice was sent to all creditors of Pacific in accordance with the section 23 (1)(ii)(b) of the CCAA and the Initial Order. A copy of the notice is posted on this website under the Notices/List of Creditors tab.
 



Status of file as at August 3, 2017

On August 3, 2017, the Monitor filed the Discharge Certificate with the Court pursuant to the CCAA Termination and Discharge Order. The Monitor has completed the Remaining Activities (as defined in the Monitor’s Eleventh Report) in relation to the Applicants’ CCAA proceedings.

Status of file as at June 1, 2017

On May 30, 2017, the U.S. Court issued an order (the “Closing Chapter 15 Cases Order”), which terminated the U.S. Proceedings pursuant to Section 350 and 1517 (d) of the U.S. Bankruptcy Code.

Status of file as at April 5, 2017

On April 5, 2017, the Court issued an order (the “CCAA Termination and Discharge Order”), which

  1. approved the Eleventh Report of the Monitor and its activities as set out therein;
  2. approved the fees and disbursements of the Monitor and its legal counsels;
  3. terminated the Canadian Proceedings and discharging the Monitor upon the filing of the Discharge Certificate evidencing completion of the Remaining Activities; and
  4. terminated the Administration Charge and L/C Indemnity Charge upon filing of the Discharge Certificate.

Status of file as at March 31, 2017

On March 31, 2017, the Monitor filed a supplementary motion record (the “Supplementary Motion Record”) to be included in the motion to be heard on April 5, 2017.

Status of file as at March 30, 2017

On March 29, 2017, the Monitor filed it Eleventh Report (the “Eleventh Report”) with the Court to provide the Court with information regarding the Monitor’s application for an order

  1. approving the activities of the Monitor as set out in the Eleventh Report;
  2. approving the fees and disbursements of the Monitor and its legal counsel;
  3. terminating the Canadian Proceedings and discharging the Monitor upon the filing of a certificate (the “Discharge Certificate”) evidencing completion of the Remaining Activities (as defined in the Eleventh Report); and
  4. terminating the Administration Charge and L/C Indemnity Charge (both as defined below) upon filing of the Discharge Certificate.

The motion will be heard on April 5, 2017.

Status of file as at March 16, 2017

On March 13, 2017, the Superintendence made an order (the “Colombian Proceeding Termination Order”) terminating the Colombian Proceedings, which copy is available on the Colombian Proceedings Court Orders page of this website.

Status of file as at November 4, 2016

On November 4, 2016, a payment was issued by the Monitor to each Cash Election Creditor for the Cash Amount owed to each Cash Election Creditor for the cash taken in lieu of Early Consent Shares owed to them. The payment of the Cash Amount was made in accordance with the instructions provided by each Cash Election Creditor in the Early Consent Cash Election Form and pursuant to the section 10.6 of the Plan (all defined terms above have the meaning given to them in the Plan).

Status of file as at November 2, 2016

On November 2, 2016, the Restructuring Transaction closed, Plan Implementation occurred and the distribution to General Creditors who made cash elections, was completed in accordance with the terms of the Plan. The distribution with respect to the cash elections made in lieu of early consent shares will be completed within 10 days of Plan Implementation.

On November 2, 2016 the Monitor filed the Monitor’s Certificate with the Court pursuant to the Section 13.6 of the Plan, confirming that all conditions to the Plan Implementation set out on Section 13.3 of the Plan have been satisfied or waived and that the Implementation Date in respect of the Plan occurred on November 2, 2016.

Status of file as at October 28, 2016

On October 28, 2016 the Court issued an Order (the “Stay Extension Order”) extending the Stay Period to November 15, 2016.

The list of Agreed Additional Excluded Claims, attached as Schedule “B” to the Plan, has been amended to include certain additional creditors. The Plan with amended Schedule “B” is now posted on the Meeting of Creditors/Plan Information page of this website.

On October 28, 2016 the Monitor filed its tenth report to the Court (the “Tenth Report”) to provide the Court with information regarding:

  1. the activities undertaken by the Monitor since its report dated August 19, 2016 (the “Seventh Report”);
  2. the Applicants’ progress towards attaining the various milestones set out in the RSA;
  3. the Applicants’ actual cash flow for the period from August 20 to October 15, 2016 compared to the cash flow projection included in the Seventh Report (the “Fourth Cash Flow Projection”); and
  4. the Applicants’ application for a stay extension to November 15, 2016, as supported by  a cash flow projection for the period October 16, 2016 to November 19, 2016 (the “Fifth Cash Flow Projection”).

Status of file as at October 27, 2016

On October 26, 2016, the Applicants filed a motion for an order extending the Stay Period in the CCAA proceedings from October 31, 2016 to November 15, 2016.

The motion will be heard on October 28, 2016.

Status of file as at October 21, 2016

As previously announced on October 11, 2016, Pacific announced that all of the conditions precedent to complete the Restructuring Transaction have been satisfied or are in a position to be satisfied, but for the release of a lien created by an order of the Colombian Superintendence made on June 10, 2016. The Company made submissions to the Superintendence in respect of this lien and is waiting for a decision. The Company will issue a further new release at such time as the decision is made in order to confirm timing of the closing of the Creditor/Catalyst Restructuring, which was expected to close on October 24, 2016.

The Company confirmed that the share or cash distributions under the Plan remain unchanged.

Status of file as at October 11, 2016

On October 11, 2016, Pacific announced that all of the conditions precedent to complete the Restructuring Transaction have been satisfied or are in a position to be satisfied, but for the release of a lien created by an order of the Colombian Superintendence made on June 10, 2016. The Company is in the process of making submissions to the Superintendence in respect of this lien and, as a result, the closing of the Creditor/Catalyst Restructuring is now expected to occur on or before October 24, 2016. Therefore, the Implementation Date of the Plan has been moved from October 12, 2016 to October 24, 2016. 

The Company confirmed that the share or cash distributions under the Plan remain unchanged.

Status of file as at October 4, 2016

On October 3, 2016, the U.S. Court issued an Order (the “Plan Sanction Recognition Order”), which among other things, recognized the Plan Sanction Order, issued by the Canadian Court on August 23, 2016.

Status of file as at September 30, 2016

The Company announces that the Implementation Date has been moved from October 3, 2016 to October 12, 2016.

Pacific now expects to implement the Plan and close the Recapitalization Transaction on October 12, 2016, assuming satisfaction or waiver of the remaining conditions including finalization of negotiations with respect to certain pending matters.

The Company confirmed that the share or cash distributions under the Plan remain unchanged.

Status of file as at September 29, 2016

On September 29, 2016, the Court issued the following orders:

  1. the Karoon Approval Order, which among other things:
    1. approved the Karoon Transaction, contemplated by the Sale Agreement entered into among Pacific, Pacific Brazil, Karoon and Karoon Gas Australia Limited;
    2. authorized and approved the execution of the Sale Agreement; and
    3. directed the Monitor, upon completion of the Karoon Transaction, to file with the Court the Monitor’s Certificate.
  2. the QGEP Approval Order, which among other things,
    1. approved the QGEP Transaction, contemplated by a farm-out term sheet between Pacific Brazil , Pacific and QGEP;
    2. authorized and approved the execution of the Term Sheet; and
    3. approved Pacific to make the Pacific Brazil Loan (as defined in the Affidavit of Peter Volk, sworn September 26, 2016.
  3. the Plan Amendment Order, which among other things, approved certain amendments to the Plan to improve the tax efficiency of the restructuring of the Applicants. A copy of the amended Plan is available on the Meeting of Creditors/Plan Information page of this website.

Status of file as at September 27, 2016

On September 27, 2016, the Monitor filed its Ninth Report (the “Ninth Report”) with the Court, providing the Court with the information related to the Karoon Approval Order, QGEP Approval Order and Plan Amendment Order.

On September 26, 2016, the Applicants filed a motion with the Court seeking orders:

  1. to approve  the transaction (the "Karoon Transaction") as defined in the agreement of purchase and sale (the "Karoon Agreement") entered into among Pacific, its whollyowned subsidiary Pacific Brasil Exploragao e Produgao de Oleo e Gas Ltda ("Pacific Brazil"), Karoon Petroleo & Gas Ltd. ("Karoon") and Karoon Gas Australia Limited (the “Karoon Approval Order”);
  2. to approve the farm-out transaction (the "QGEP Transaction") contemplated in the farm-out term sheet among Pacific, Pacific Brazil and Quieroz Galvao Exploracao E Producao S.A. ("QGEP"), executed on August 26, 2016 (the "QGEP Term Sheet"), and authorizing Pacific to enter into a farm-out agreement and escrow agreement with Pacific Brazil and QGEP reflecting the terms of the QGEP Term Sheet (the “QGEP Approval Order”); and
  3. to approve certain amendments to Plan to improve the tax efficiency of the restructuring of the Applicants pursuant to these proceedings and the Plan (the “Plan Amendment Order”).

The motion will be heard on September 29, 2016.

Status of file as at September 13, 2016

Pacific expects, assuming satisfaction or waiver of any remaining conditions, to implement the Plan and close the Recapitalization Transaction during the week commencing October 3, 2016 at which time the Company is expected to exit from creditor protection (the "Implementation Date"). The Implementation Date may be delayed, however, in the event that additional time is required to meet certain conditions to the closing.

Please note, the record date for determining the holders of the DIP Warrants who will be entitled to receive common shares (the "Warrant Shares") on exercise thereof will be Monday, September 19, 2016 (the "Warrant Record Date"). On and after the Warrant Record Date, no transfer of a DIP Warrant will be accepted by Computershare Trust Company of Canada, the warrant agent, and trading in the DIP Warrants will be blocked in the book entry registration system. In the event that the Implementation Date is delayed, the Warrant Record Date will not be changed.  

Status of file as at September 7, 2016

On September 1, 2016 the Monitor in its capacity as the Foreign Representative filed a Motion with the U.S. Court for an Order recognizing and enforcing the Plan Sanction Order granted by the Ontario Superior Court.

The Motion will be heard on September 28, 2016.

Status of file as at August 23, 2016

On August 23, 2016, the Court granted an order (the "Plan Sanction Order"), which among other things sanctioned and approved the Plan pursuant to section 6 of the CCAA.

Also, on August 23, 2016, the Court granted an order (the "L/C Indemnity Order"), which:

  1. authorized and directed Pacific to post replacement letters of credit in favour of Agencia Nacional de Hidrocarburos as they expire in accordance with their terms ( the "Replacement ANH LCs");
  2. authorized and directing Pacific to execute and deliver the Indemnity Agreement to be entered into between the Plan Sponsor and Pacific and to perform its obligations and the transactions contemplated thereunder; 
  3. approved the posting and deposit by Pacific to the Plan Sponsor of the Cash Collateral (as defined in the Indemnity Agreement) free and clear of any and all encumbrances as security for its obligations under the Indemnity Agreement; and
  4. granting the L/C Indemnity Charge on the Cash Collateral and on any repayment obligations of Pacific pursuant to and in accordance with the Indemnity Agreement (the "L/C Collateral") in order to secure Pacific's obligations under the Indemnity Agreement, such L/C Indemnity Charge to rank in priority to all other Encumbrances, only in respect of the Cash Collateral, including all other Charges established pursuant to the Initial Order.

On August 23, 2016 the Monitor filed its Eighth Report (the “Eighth Report”) to the Court to provide the Court with information relating to the alternative transaction (a recapitalization and refinancing proposal) that was delivered to the Company and the Monitor on August 16, 2016 by a group of the Company’s shareholders (the “Shareholder Consortium”).

Status of file as at August 19, 2016

On August 19, 2016 the Monitor filed its Seventh Report (the “Seventh Report”) with the Court to provide the Court with information regarding:

  1. the activities undertaken by the Monitor since its Fourth Report;
  2. the Applicants' progress towards attaining the various milestones set out in the RSA;
  3. the status of the Claim Procedure;
  4. the results of the Affected Creditors' vote on the Plan;
  5. details regarding two potential preference payments and the Monitor's views on each;
  6. the Applicants' actual cash flow for the period from May 15 to August 5, 2016 compared to the Third Cash Flow Projection; and,
  7. the Applicants' application for an the Sanction Order to approve the Applicants' Plan and extend the Stay Period to  October 31, 2016.

On August 18, 2016 the Applicants filed a motion with the Court for an order (the “Sanction Order”) to:

  1. sanction the Plan , dated June 27, 2016 as amended from time to time in accordance with its terms; and
  2. extend the Stay Period to October 31, 2016.

The motion will be heard on August 23, 2016.

Status of file as at August 18, 2016

On August 17, 2016 a meeting of Affected Creditors of the Applicants (the “Meeting”) was held at 10:00 a.m. (Toronto time) at the offices of Norton Rose Fulbright Canada LLP, to consider and vote on the Plan.

The resolution (the “Plan Resolution”) approving the Plan pursuant to the CCAA was approved by 98.4% in number of Affected Creditors who represent 97.2% in value of the eligible voting claims of Affected Creditors who were present and voted at the Meeting. This approval represents a “Required Majority” under the Plan.

Pacific intends to seek an order from the Court sanctioning and approving the Plan (the “Sanction Order”) at a hearing scheduled to take place on August 23, 2016 at 10:00 a.m. (Toronto time). Implementation of the Plan is subject to receipt of the Sanction Order and the satisfaction or waiver of certain other conditions set out in the Plan.

Status of file as at August 17, 2016

On August 17, 2016 Pacific filed an amended Plan, in accordance with its terms. In summary, the Plan was amended to:

  1. amend certain defined terms, including Master Proxy/Election Deadline;
  2. extend the  Master Election Deadline to 5:00 p.m. on August 19, 2016;
  3. extend the Proxy/Election Deadline to 5:00 p.m. on August 12, 2016;
  4. amend paragraph 4.2 (a) of the Plan extend the time by which the Monitor shall provide the Plan Sponsor and the Equity Subscribers with information set out in paragraph 39 (a) – (c) of the Meeting Order; and
  5. amend Schedule “B” to the Plan to include additional Agreed Additional Excluded Claims (as defined in the Plan).

A copy of the amended Plan can be found on the Meeting of Creditors/Plan Information page of this website.

On August 16, 2016 Pacific received a letter proposing an alternative transaction that the Company, including the independent committee of the board of directors, is in the process of considering with its financial and legal advisors. The meeting of the Affected Creditors to approve the Company’s previously announced Plan was held as scheduled.

Status of file as at August 16, 2016

On August 15, 2016, the Applicants filed a motion for an order (the “L/C Indemnity Order”):

  1. authorizing and directing Pacific to execute and deliver the indemnity agreement to be entered into between the Plan Sponsor and Pacific (the "Indemnity Agreement") and to perform its obligations and the transactions contemplated thereunder; and
  2. approving the posting and deposit by Pacific to the Plan Sponsor of the Cash Collateral (as defined in the Indemnity Agreement) free and clear of any and all encumbrances as security for its obligations under the Indemnity Agreement; and
  3. granting a charge (the "L/C Indemnity Charge") on the Cash Collateral and on any repayment obligations of Pacific pursuant to and in accordance with the Indemnity Agreement (the "L/C Collateral") in order to secure Pacific's obligations under the Indemnity Agreement, such L/C Indemnity Charge to rank in priority to all other Encumbrances, only in respect of the Cash Collateral, including all other Charges established pursuant to the Initial Order.

The motion will be heard on August 17, 2016.

Status of file as at August 12, 2016

IMPORTANT INFORMATION!!!

In connection with the Meeting, the Company with the consent of the Monitor has extended the Proxy/Election Deadline from 10:00 a.m. (Toronto Time) on August 10, 2016 to 5:00 p.m. (Toronto Time) on August 12, 2016. The extension is being given to allow affected creditors additional time to participate in the Plan.  The extension does not affect the timing of the Meeting which is scheduled to be held on Wednesday, August 17, 2016 at the offices of Norton Rose Fulbright Canada LLP, 200 Bay Street, Suite 3800, Toronto, Ontario, Canada, M5J 2Z4.

The extension extends until 5:00 p.m. (Toronto Time) on August 12, 2016 the deadline for:

  • beneficial holders of the Company’s notes to submit their voting instructions to their participant holder or intermediary and, if applicable, to submit a cash election through ATOP,
  • the general creditors to submit their General Creditor Proxy and, if applicable, their General Creditor Cash Election Form to the Monitor, and
  • beneficial holders of the Company’s notes who validly signed and returned the support agreement or a joinder thereto (“Supporting Noteholders”) to submit the Application for Early Consent to its participant holder or intermediary.

Status of file as at August 11, 2016

On August 10, 2016, the Monitor filed its Sixth Report (“Sixth Report”) to the Court to provide the Court with information regarding:

  1. the results of the Monitor's review for preferences or transfers at under value; and
  2. Monitor’s view on the Applicants' Plan. 

Status of file as at July 21, 2016

On July 21, 2016 the Court issued an order (the “Hedging Approval Order”), which among other things:

  1. authorizing and empowering the Applicants to enter into the Hedging Agreements (as defined in the Fifth Report and as summarized in the website update dated July 15, 2016);
  2. declaring that the Hedging Agreements are eligible financial contracts under the CCAA;
  3. declaring that all Hedging Agreements, shall:
    1. constitute "Definitive Documents" and "DIP Financing Documents" (as defined in the in Initial Order); and
    2. the Hedging Counterparties shall constitute "DIP Note Purchasers" and "DIP Lenders" (each as defined in the Initial Order); and
  1. amending the Initial Order to reflect the fact that the conventional security in favour of the DIP Note Purchasers, L/C Providers and DIP Lenders is held through a collateral trustee acting on their respective behalves.

On July 19, 2016, the Monitor filed its Fifth Report (“Fifth Report”) to the Court to provide the Court with information regarding:

  1. the Company’s updated cash flow projection for the period May 15 to August 27, 2016 (the “Third Cash Flow Projection”), and
  2. the Applicants’ motion for an order (the “Hedging Agreements Order’) authorizing the Applicants to enter into the Hedging Agreements (as defined in the Fifth Report) and confirming, inter alia, that the DIP Note Charge will apply to the Hedging Agreement that the Applicants are pursuing.

The motion will be heard on July 21, 2016.

Status of file as at July 15, 2016

On July 15, 2016 the Applicants filed a motion for an order (the "Hedging Approval Order"):

  1. authorizing and empowering each of the Applicants to execute, deliver and perform their obligations under one or more ISDA Master Agreements, including Schedules, Amendments and Confirmations thereto, and/or collared commodity forward purchase and sale agreements, between such Applicants and one or more counterparties (each a "Hedging Counterparty"), provided that such agreements and the transactions contemplated thereunder are permitted to be secured pursuant to the first lien collateral trust agreement dated June 22, 2016 (including any amendment thereof, the "Collateral Trust Agreement") and the intercreditor agreement dated June 22, 2016 (including any amendment thereof, the "lntercreditor Agreement", with such permitted agreements and transactions being collectively referred to as the "Hedging Agreements" and the "Secured Hedging Transactions", respectively);
  2. declaring that the Hedging Agreements are eligible financial contracts under the CCAA;
  3. declaring that all Hedging Agreements, shall:
    1. constitute "Definitive Documents" and "DIP Financing Documents" (as defined in the in Initial Order); and
    2. the Hedging Counterparties shall constitute "DIP Note Purchasers" and "DIP Lenders" (each as defined in the Initial Order); and
  1. amending the Initial Order to reflect the fact that the conventional security in favour of the DIP Note Purchasers, L/C Providers and DIP Lenders is held through a collateral trustee acting on their respective behalves.

The motion will be heard on July 21, 2016.

Status of file as at July 13, 2016

On July 13, 2016, pursuant to paragraph 13 of the Meeting Order, the Monitor caused a copy of the Noteholder Information Package to be sent to Kingsdale Shareholder Services (the “Solicitation Agent”) and to Broadridge Investor Services Inc. (“Broadridge”) for distribution to Beneficial Noteholders. Beneficial Noteholders should receive the Noteholder Information Package from their bank, broker or other intermediary that holds Notes on their behalf.

Also, on July 13, 2016, pursuant to paragraph 14 of the Meeting Order, the Monitor caused a copy of the General Creditor Information Package to be sent to all Affected Creditors, other than Noteholders with respect to Noteholder Claims.

Please refer to the "Meeting of Creditors/Plan Information" section of this website to access the Noteholder Information Package, the General Creditors Information Package, the Plan and other important information regarding the Meeting of Creditors.

Status of file as at June 30, 2016

On June 30, 2016, the Court issued the Meeting Order, which among other things:

  1. authorized the filing of the Plan with the Court and authorized the Applicants to seek approval of the Plan by the Affected Creditors;
  2. authorized the Applicants, with the consent of the Plan Sponsor, the Majority Consenting Noteholders and the Majority Consenting Lenders, to vary the Plan in accordance with Section 14.5 of the Plan (notice shall be distributed in advance of the Meeting if such modification affects the voting decision of an Eligible Voting Creditor);
  3. authorized the Applicants to call, hold and conduct the Meeting, to be held on August 17, 2016 at 10.a.m. at the offices of Norton Rose Fulbright Canada LLP, Royal Bank Plaza, South Tower, 200  Bay Street, Suite 3800, Toronto, Ontario, to consider and vote on the Plan;
  4. approved the General Creditor Information Package and Noteholder Information Package;
  5. approved the procedures to be followed with respect to the call and conduct of the Meeting;
  6. directed the Applicants to bring a motion seeking a Sanction Order on August 23, 2016 should the Plan be accepted at the Meeting; and
  7. approved the Information Package and the other proposed methods and forms of notice of the Meeting and the Sanction Hearing.

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 at June 29, 2016

On June 29, 2016, the Monitor filed its Forth Report (“Fourth Report”) to Court to provide the Court with information regarding:

  1. the activities undertaken by the Monitor since its Second Report dated May 25, 2016;
  2. the Applicants’ progress towards attaining the various milestones set out in the RSA;
  3. the status of the claim process;
  4. the Plan;
  5. the process to be followed to call and conduct the Meeting, as outlined in the proposed Meeting Order;
  6. the Definitive Documents for the DIP Financing;
  7. the Hedging Facility (as defined in the Fourth Report); and
  8. the Applicants’ actual cash flow for the period from May 15 to June 11, 2016 compared to the cash flow projection included in the Second Report (the “Second Cash Flow Projection”).

In addition, the Fourth Report has been prepared in connection with the Applicants’ motion for a Meeting Order:

  1. accepting the filing of the Plan;
  2. authorizing the Applicants to hold a meeting of creditors on August 17, 2016 to seek approval of the Plan;
  3. approving the form of notices, forms of proxies, the information circular, forms in respect of the Cash Election (defined in the Fourth Report), the solicitation process for the Noteholders, the solicitation process for other Affected Creditors (defined in the Fourth Report), the voting process and the procedures to be followed at the Meeting;
  4. directing the Applicants to seek the Sanction Hearing from the Court on August 23 or 24, 2016 in the event the Plan is approved by requisite majority of the Affected Creditors pursuant to the CCAA; and
  5. approving the process to be followed by Noteholders to claim the Early Consent Consideration (defined in the Fourth Report) in the event they are eligible for it under the RSA.

The motion will be heard on June 30, 2016.

Status of file as at June 28, 2016

On June 27, 2016 the Applicants filed a motion for an order (the "Meeting Order"):

  1. authorizing the filing of a Plan of Compromise and Arrangement (the "Plan") in respect of Pacific;
  2. authorizing and directing the Applicants 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.

The motion will be heard on June 30, 2016.

Status of file as at June 17, 2016

On June 17, 2016 the Court issued the order sought and the Monitor is now authorized to enter into the Colombian Recognition Order Agreement. The Monitor is now in a position to comply with the requirement of the Colombian Recognition Order which will facilitate the Company's plans to complete its DIP Financing.

On June 16, 2016 the Monitor and the Applicants filed a motion for an order authorizing the Monitor to enter into and perform in accordance with a letter agreement with the Company substantially in the form attached as Schedule "A" to the motion (the "Colombian Recognition Order Agreement") regarding the creation and control of a segregated interest-bearing trust account opened in the name of “PricewaterhouseCoopers Inc. in its capacity as Monitor of the Applicants in trust”, which trust will be for the benefit of the beneficiaries described therein.

The motion will be heard on June 17, 2016.

On June 16 2016, the Monitor filed its Third Report (“Third Report”) to Court to update the Court on the Colombian Proceedings (as defined in the Third Report) and to support the Monitor's motion authorizing it to open and maintain a trust account as ordered within the Colombian Proceedings.

Status of file as at June 13, 2016

On June 10, 2016 the Superintendence granted an order (the “Colombian Recognition Order”) under Colombian Law 1116 recognizing and giving effect to the Initial Order and recognizing the CCAA proceedings as the foreign main proceedings for the restructuring of the Company.

The Superintendence also authorized the granting of security over the assets of the Branches in connection with the Company’s proposed U.S. $500 million debtor-in-possession financing and U.S. $134 million letter of credit facility.

Status of file as at June 10, 2016

On June 10, 2016, in connection with the U.S. Proceedings, after the Recognition Hearing was held on June 8, 2016, the U.S. Court issued an order (the “U.S. Recognition Order”), which among other things:

  1. recognized the Canadian Proceedings as the foreign main proceedings pursuant to the United States Bankruptcy Code (the “U.S. Bankruptcy Code”);
  2. recognized the Monitor as the Foreign Representative ( as defined in the U.S. Bankruptcy Code):
  3. recognized the enforced the Initial Order;
  4. granted a stay of execution against the Applicants’ assets and applying section 362 of the U.S. Bankruptcy Code; and
  5. granted certain additional relief pursuant to section 1521 of the U.S. Bankruptcy Code.

Status of file as at June 2, 2016

On June 1, 2016, in connection with the U.S. Proceedings, the Monitor, as foreign representative of the Applicants (the “Foreign Representative”), filed with the United States Bankruptcy Court in the Southern District of New York a Certificate of No Objection Regarding Verified Petition for Entry of Order Recognizing Foreign Main Proceeding and Granting Additional Relief (the “Certificate”). The Certificate was filed by the Monitor to certify that notice documents were served on the Notice Parties (as defined in the Order Scheduling Recognition Hearing), and that the court-approved notice of the recognition hearing was published and the deadline for objection to the verified petitions passed on May 27, 2016 with no objections.

Status of file as at May 26, 2016

On May 26, 2016, the Court issued an order, which among other things:

  1. granted an extension to the Stay Period to August 26, 2016;
  2. approved the engagement of Blackhill as CRO of the Applicants, the CRO's engagement of Acquest and the engagement of GMP as financial advisor to Catalyst;
  3. amendment the Initial Order such that (i) Blackhill, (ii) Deloitte, (iii) Acquest, and (iii) GMP will each have the benefit of the Administration Charge created to secure professional fees;
  4. authorized each Applicant to grant unsecured guarantees of the obligations of any other Applicant under any oil and gas related exploration & production contract, joint operating agreement, licence, or other similar arrangement with the ANH, Ecopetrol or any other governmental agency or body in Colombia, to the extent required by such governmental agency or body in order to keep such contract, agreement or licence in good standing;
  5. amended the Initial Order to include certain provisions relating to IFC and certain of its affiliates; and
  6. authorized Meta to cash collateralize a letter of credit in the amount of US$2.32 million with respect to obligations to the ANH.

And, also, on May 25, 2016 the Superintendence issued an order in the Colombian Proceedings to convene a hearing to consider the Applicants’ request for recognition of the Canadian Proceedings. The hearing has been scheduled for June 7, 2016 at 11 a.m. and the Branches have been ordered to inform all creditors about the hearing (the “Hearing  Notice”). As well as being posted on this website, the Hearing Notice will be posted in the offices of the Branches, published in a local newspaper, and circulated directly to creditors.

Status of file as at May 25, 2016

On May 25, 2016, the Monitor filed its Second Report (“Second Report”) to Court in connection with the Applicants’ motion for an order:

  1. extending the stay of proceedings pursuant to the Canadian Proceedings until August 26, 2016;
  2. approving the engagement letter between the Applicants and Blackhill, dated May 12, 2016, engaging Blackhill as Chief Restructuring Officer (the “CRO”) and approving of the engagement letter between Catalyst and GMP dated May 19, 2016,
  3. adding Blackhill, Deloitte, Acquest and GMP to the list of Assistants named in Schedule A to the Initial Order whereupon these entities, among other things, will have the benefit of the  Administration Charge; and
  4. authorizing each Applicant, with the prior consent of the Monitor, the ability to grant an unsecured guarantee for the obligations of another Applicant under any oil and gas exploration and production arrangement with ANH, Ecopetrol or such other government body in Colombia in order to keep such arrangement in good standing.

The Second Report also provides the Court with the information regarding:

  1. activities undertaken by the Monitor since its First Report,
  2. the Applicants’ progress towards the various milestones set out in the RSA, a copy of which is attached as Exhibit “D” to the Initial Affidavit,
  3. the status of the Colombian Proceedings (as defined in the Second Report), including certain decision made by Superintendence,
  4. the status of the definitive documents for the DIP Financing facilities, including the security agreement (collectively the “Definitive Documents”),
  5. the revised and amended proposal from EIG dated May 7, 2016 as an alternative to the Recapitalization Transaction set out in the RSA;
  6. certain post-filing transactions undertaken by Pacific and various subsidiaries to minimize certain European tax liabilities in respect of two Applicants, Meta Petroleum Corp. ("Meta") and Pacific E&P Holdings Corp. ("PEPHoldco");
  7. the Applicants' actual cash flow for the three weeks ending May 14th, 2016 compared to the cash flow forecast included in the Pre-filing Report (the "First Cash Flow Projection"); and
  8. updated cash flow projections for the period from May 15, 2016 to August 27, 2016 (the "Second Cash Flow Projection").

Status of file as at May 20, 2016

The Applicants filed a motion for an order:

  1. extending the Stay Period to August 26, 2016;
  2. approving the engagement of Blackhill Partners, LLC (“Blackhill”), as Chief Restructuring Officer of Pacific, and GMP Securities Emerging Markets Corp. ("GMP") as financial advisor to Catalyst; 
  3. amending the Initial Order such that (i) Blackhill (ii) Deloitte Restructuring Inc.(“Deloitte”), (iii) Acquest Advisors, LLC,(“Acquest”)and (iv) GMP will each have the benefit of the Administration Charge created to secure professional fees; and
  4. authorizing each Applicant to grant with the prior consent of the Monitor, unsecured guarantees of the obligations of any other Applicant under any oil and gas-related exploration & production contract, joint operating agreement, licence, or other similar arrangement with the Agencia Nacional de Hidrocarburos (the "ANH"), Ecopetrol S.A. ("Ecopetrol") or any other governmental agency or body in Colombia, to the extent required by such governmental agency or body in order to keep such contract, agreement or licence in good standing.

The motion will be heard on May 26, 2016.

Status of file as at May 13, 2016

On May 13, 2016 a Notice to Creditors, Instruction Letter and a Proof of Claim form (the “Claims Procedure Package”) were mailed to all known unsecured creditors of Pacific pursuant to the Company’s’ books and records. The Claims Procedure Package is available on the Claims Procedure page.

Status of file as at May 10, 2016

On May 10, 2016, the Court issued an order (the “Claims Procedure Order”) approving a process for the identification and determination of claims against Pacific and the present and former directors and officers of Pacific (the “Claims Procedure”). Please refer to the "Claims Procedure" tab of this website for further information regarding the Claims Procedure.

Status of file as at May 9, 2016

On May 9, 2016, the Monitor filed its First Report to Court to provide the Court with information regarding:

  1. the activities undertaken by the Monitor since the commencement of the Canadian Proceedings;
  2. the Applicants' progress towards the various milestones set out in the Restructuring Support Agreement (the "RSA"), a copy of which is attached as Exhibit "D" to the Initial Affidavit;
  3. the commencement of the Colombian Proceedings and the U.S. Proceedings, including certain measures implemented by the Colombian Superintendencia de Sociedades (the "Superintendence") with respect to certain of the Pacific Group's (as defined in the Volk Affidavit) Colombian-domiciled branch operations;
  4. the Monitor's understanding of certain objections raised by International Finance Corporation ("IFC") with respect to specific aspects of the Pacific Group's DIP Term Sheet in connection with the Recapitalization Transaction;
  5. a revised and amended proposal from EIG Management Company, LLC ("EIG") dated May 7, 2016 as an alternative to the Recapitalization Transaction (as defined in the Pre-filing Report); and
  6. the proposed claims procedure.

Status of file as at May 6, 2016

On May 6, 2016 the Applicants filed a motion for an order (the “Claims Procedure Order”) establishing a process for the identification and determination of claims against Pacific and the present and former directors and officers of Pacific (the “Claims Procedure”).

The Motion will be heard on May 10, 2016.

Status of file as at May 2, 2016

On April 28, 2016, the Monitor as foreign representative of the Applicants filed petitions to commence proceedings under Chapter 15 of the United States Bankruptcy Code in respect of the Applicants (the “U.S. Proceedings”) before the United States Bankruptcy Court for the Southern District of New York (the “U.S. Court”), as well as requesting related relief to file consolidated information required pursuant to rule 1007(a)(4) and to consolidate the applications for recognition for procedural purposes.  The U.S. Court has scheduled the hearing for the U.S. Proceedings to be heard on June 8, 2016 at 11 a.m. (Eastern Standard Time).

On April 29, 2016, the Applicants filed an application pursuant to Law 1116 of 2006 of the Republic of Colombia (the “Colombian Proceedings”) requesting recognition of the Canadian Proceedings as a foreign main proceeding. Materials relating to the Colombian Proceedings can be found on this website.

On April 28, 2016, the Superintendent of Companies (the “Superintendence") made a resolution (the “Resolution”) whereby certain subsidiaries of Pacific, being Meta Petroleum Corp., Pacific Stratus Energy Colombia Corp., and Petrominerales Colombia Corp. (collectively the “Branches”), became subject to the “control” of the Superintendence, in accordance with provisions in Article 2.2.2.1.2.1 of Decree 1074 of May 26, 2015. The assumption of "control" is an administrative procedure available to the Superintendence that allows the Superintendence to take any preventative or remedial actions that it considers necessary to allow a corporation to resolve critical legal, accounting, economic or other issues. A copy of the Resolution is available on this website under Colombian Proceedings Court Orders.

Status Update as at April 29, 2016

On April 29, 2016, the Applicants filed petitions in the United States Bankruptcy Court Southern District of New York, for relief pursuant to Chapter 15 of title 11 of the United States Bankruptcy Code (the "U.S. Proceedings"), requesting recognition of the Canadian Proceedings as a foreign main proceeding. The petition will be heard on June 8, 2016.  Materials relating to the U.S. Proceedings can be found on this website.

Status of File as of April 27, 2016

On April 26, 2016, the PwC, in its capacity as proposed Monitor, filed a report with the Court (the “Pre-filing Report”), to provide the Court with information concerning:

  1. background information about the Applicants, including its Cash Management System, and the reasons for the Coordinated Proceedings;
  2. the Company’s formal sale and investment solicitation process (the “SISP”);
  3. the Pacific Group’s Cash Flow Statement (as defined in the Pre-filing Report); and
  4. the relief being sought by the Applicants, including the approval of the DIP Notes, L/C Facility, the KERP and certain priority charges.
     


For more information, please contact: Tammy Muradova, Tel: +1 416 941 8383 ext 14456, or via Email.

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Tammy Muradova

Tel: +1 416 941 8383 ext 14456
Email