Quest University Canada

CCAA

Page last updated: December 3, 2020

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.


Status Update as at December 2, 2020

The Honourable Madam Justice Fitzpatrick of the British Columbia Supreme Court has released her Reasons For Judgment concerning the recently made orders approving the Claims Process Order, the Meeting Order, the Break Fee Charge Order, and the Approval and Reverse Vesting Order.  Copies of the two Reasons For Judgment documents can be found under the Court Orders tab.

Southern Star Developments Ltd. has filed for leave to appeal from the British Columbia Court of Appeal on November 27, 2020, to have the Approval and Reverse Vesting Order set aside.  Southern Star has also applied for a stay against the Approval and Reverse Vesting Order in the interim, until such time their appeal can be heard or leave is denied.

Several parties have filed Notices of Appearance to appear in the appeal.  All documents can be found under the Motion Materials tab.   

Additional status updates will be posted to this website, as events occur.

Status Update as at November 30, 2020

The Monitor, in conjunction with Quest University, has rescheduled the Creditor Meeting to vote on Quest's Plan to December 11, 2020 at 2:00 pm.

Accordingly, certain deadlines surrounding the creditor meeting are also being updated, as noted below:

Any Affected Creditor wishing to attend the Creditor Meeting must inform the Monitor no later than December 10, 2020 at 5:00 pm of their intention to attend the meeting.  Subsequently, the Monitor will provide those Affected Creditors with confirmation of attendance at the Meeting, and an access code for the Meeting, via email, by 12:30 pm on December 11, 2020.

The Creditor Meeting will open for registration on December 11, 2020 at 1:00 pm. 

As a reminder, for those creditors who wish to make a Cash Election and have not yet done so, the deadline for the Monitor to receive your Cash Election form remains December 1, 2020 at 5:00 pm

All times noted above are Vancouver time.

Additional status updates will be posted to this website, as events occur.

Status Update as at November 16, 2020

The court hearing which commenced on November 3, and was continued on November 12 and 13, has resulted in the Court approving the Primacorp Transaction.  Additionally, the Court has dismissed the application of Southern Star Developments Ltd.  The Court granted a Transaction Approval and Vesting Order (“TAVO”) which will be posted to this website once available. 

Accordingly, Quest is continuing to move ahead with the various restructuring activities as planned and as outlined in the Monitor’s Fourth and Fifth Reports.  The closing of the Primacorp Transaction is expected to be no later than December 24, 2020.

Status Update as at November 4, 2020

On November 3, 2020, the Court approved the commencement of a claims process, the calling of a creditor meeting to consider Quest’s Plan, and a Break Fee in favour of Primacorp Ventures Inc.  A further hearing has been scheduled for Thursday November 12, 2020 to consider whether the Primacorp Ventures Inc. transaction will be approved by the Court.  

All creditors must now prove their claim, and a meeting of creditors has been set for December 2, 2020.  All Affected Creditors and Secured Creditors will be receiving an email from the Monitor by 5:00 pm on Tuesday, November 10, 2020, which may contain several documents, as applicable, as described below.

Claims Package

  • Claims Process Instruction Letter
  • Proof of Claim form
  • Claim Amount Notice (if applicable) – A Claim Amount Notice, if provided, will contain a summary of your claim against Quest, according to the books and records of Quest.

If the details in the Claim Amount Notice are correct, then a creditor does not need to file a Proof of Claim, as Quest already accepts your claim as stated in the Claim Amount Notice. 

However, if a creditor does not receive a Claim Amount Notice, or, if a creditor disagrees with the details in the Claim Amount Notice, then a Proof of Claim must be filed with the Monitor by the Claims Bar Date (November 24, 2020 at 5:00 pm Vancouver time).  Quest has committed to try and provide a Claim Amount Notice on the majority of claims, including claims of vendors, staff, faculty and students.

Meeting Package

  • Plan of Compromise and Arrangement
  • Plan Information Letter
  • Form of Proxy
  • Cash Election form
  • Notice of Meeting to Affected Creditors
  • Electronic Meeting Protocol

A summary of the Plan, how it effects creditors, and some particulars about the upcoming meeting, are described below:

  • Creditors having a balance owing to them of $1,000 or less, will be paid in full.  These claims are called Convenience Claims.
  • All other Affected Creditors will receive up to 50% of their proven claim.  There is a finite pool of funds available ($1,350,000) so Affected Creditors will receive the lesser amount of 50% of their proven claim OR their pro-rata share of the $1.35 million less monies paid to Convenience Creditors and Cash Election Creditors.
  • Creditors with claims over $1,000 have an option to reduce their claim, for distribution purposes, to $1,000 and receive a one-time and final payment of $1,000 in respect of their claim.  Creditors wishing to choose this option, must complete a Cash Election form, and submit it to the Monitor by 5:00 pm, December 1, 2020.  Creditors choosing this option are referred to as Cash Election Creditors.
  • Employee Priority Claims – if a former staff or faculty member has unpaid vacation pay or teaching credits that were earned in the six month period prior to January 16, 2020, up to $2,000 will form an Employee Priority Claim, and will be paid in full. Any remaining unpaid vacation pay or teaching credits, along with any unpaid termination pay or pay in lieu, is an unsecured claim. This also applies to any current staff or faculty member who has been given a termination notice, effective at a future date. Staff and faculty members remaining employed are unaffected by the Plan.

With respect to voting on the Plan:

  • Convenience Creditors and Cash Election Creditors are deemed to have already voted FOR the Plan, and therefore no Proxy should be filed with the Monitor. 
  • All other Affected Creditors may vote on the Plan by either completing the Form of Proxy and returning it to the Monitor by 5:00 pm (Vancouver time) on December 1, 2020 or, plan to attend and cast your vote at the meeting.  If you wish to cast your vote at the meeting and have not submitted a Form of Proxy, you must email the Monitor by 5:00 pm (Vancouver time) on December 1, 2020 and advise the Monitor that you wish to attend the virtual meeting.

With respect to attendance at the meeting:

  • Only those Creditors who have submitted a proxy or informed the Monitor that they wish to attend by 5:00 pm (Vancouver time) on December 1, 2020 may attend.
  • A link to the virtual meeting will be sent to you by the Monitor no later than 12:30 pm (Vancouver time) on December 2, 2020.
  • The meeting is scheduled to commence at 3:00 pm (Vancouver time) on December 2, 2020. 
  • Please refer to the Electronic Meeting Protocol for more details on the virtual meeting.

Status Update as at October 30, 2020

On October 29, 2020, Quest University Canada entered into an agreement with Primacorp Ventures Inc. The agreement is subject to Court approval, and the closing of the agreement is intended to be by December 23, 2020.

A court hearing has been set for November 3, 2020, which will commence the process of obtaining the approvals for the agreement. All court filing documents, including the Monitor’s Fourth Report to the Court, will be posted to this website as they become available.

Status Update as at August 11, 2020

As a result of their appearance before the Court on August 7, 2020, Quest received the approvals they were seeking, including an extension to the stay of proceedings to December 24, 2020, and an increase to the interim credit facility in the amount of $2,080,000.  A copy of the Court Order can be found under the Court Orders tab above. 

Status Update as at August 5, 2020

A court hearing has been scheduled for August 7, 2020 at 10:00 am wherein Quest will be seeking an extension to the stay of proceedings to December 24, 2020, and, a $2,080,000 increase to the interim credit facility. 

Quest’s Notice of Application dated August 4, 2020 has been posted under the Motion Materials tab, and the Monitor’s Third Report to Court will be posted under the Monitor’s Reports tab shortly.   

Status Update as at June 22, 2020

On Friday June 19, 2020 the Court released their Reasons For Judgment concerning the recent court hearing held on June 10,2020.  The Court has ordered that Quest cannot defer its post-filing rent obligations to Southern Star Developments Ltd. and as a result, payment for monthly rent will be made to Southern Star Developments Ltd in the normal course.  A copy of the Reasons For Judgment can be found under the Court Orders tab.

Status Update as at May 28, 2020

At today’s court hearing, the Court approved the following key points in respect to Quest’s application:

  • The stay of proceedings has been extended to August 10, 2020.  However, if definitive agreements between Quest and its academic partner are in place by July 31, and, if the Monitor serves notice of those definitive agreements being in place by July 31 on the Service List by August 4, then the stay of proceedings will be extended to September 30, 2020.
  • The Amended Interim Loan Agreement and subsequent charge was approved, which provides Quest with sufficient cash flow to support its restructuring efforts to September 30, 2020.
  • The June Payment due to Southern Star Developments Ltd. will be made by Quest, however, the funds will be paid into a trust account held by the Monitor, pending further order from the Court.  The Court will hear this matter on June 10, 2020.

A copy of the Court Order will be posted to the Court Orders tab as soon as possible. 

Status Update as at May 27, 2020

A court hearing is scheduled for Thursday, May 28, 2020.  

Quest University Canada (“Quest”) has made signficant progress in its search for an academic partner, even though COVID-19 has had a significant impact on that search.  Presently, Quest is seeking more time to finalize agreements leading to a transaction with an academic partner, and as such, Quest is seeking Court approval to extend the stay of proceedings until at least August 10, 2020, and possibly September 30, 2020.  

Quest has secured additional interim financing from RCM Capital Management Ltd. to facilitate the extended timeframe needed to finalize agreements with an academic partner.  Accordingly, Quest is also seeking Court approval on the additional interim financing.  

Quest’s application materials can be found under the Motion Materials tab.  The Monitor’s Second Report to Court, which speaks to the approvals that Quest is seeking from the Court, can be found under the Monitor’s Reports tab.  A summary of the hearing and any orders made by the Court will be posted to this website shortly after the hearing.  

Status Update as at January 28, 2020

At yesterday’s Court hearing, the Court granted Quest’s request for an extension of the stay of proceedings to May 29, 2020.  Additionally, the Court granted Quest’s request and approved an interim lending facility to Quest from RCM Capital Management Ltd.  Both requests are reflected in the Amended and Restated Initial Order (“ARIO”), which can be found under the Court Orders tab.  The application by Vanchorverve to advance their interim financing facility to Quest, and to remove and replace four board members, was dismissed by the Court.      

Today, Quest and Vanchorverve reached a consent agreement which resulted in an Order directing Vanchorverve (and any of its agents, employees, etc.) to restrain from communicating directly or indirectly with the current students, and/or the current faculty of Quest until the termination of the CCAA proceedings, or until further order of the Court.  A copy of the Order can be found under the Court Orders tab.  

Status Update as at January 24, 2020

A Court hearing is scheduled for Monday, January 27, 2020. At the hearing, Quest University Canada (“Quest”) will be seeking Court approval to extend the stay of proceedings until May 29, 2020. Additionally, Quest will be seeking Court approval on its interim financing requirement from RCM Capital Management Ltd. Quest’s application materials can be found under the Motion Materials tab.

Opposing Quest’s application is Vanchorverve Foundation (“Vanchorverve”), whose application seeks to remove and replace certain board members from Quest.   Additionally, Vanchorverve seeks to have Quest obtain their interim financing from Burley Capital Inc., instead of RCM Capital Management Ltd. Vanchorverve, if not successful in its application, also seeks to have the Court direct to have a sales and investment solicitation process order granted. Vanchorverve’s materials can also be found under the Motion Materials tab.  

The Monitor has posted its First Report to Court (found under the Monitor’s Reports tab), which speaks to the approvals that Quest is seeking from the Court, and the Vanchorverve application. A summary of the hearing and any orders made by the Court will be posted to this website shortly after the hearing.  

Status Update as at January 16, 2020

On January 16, 2020, Quest University Canada (“Quest”) filed for creditor protection pursuant to Section 3(1) of the Companies’ Creditors Arrangement Act, and PricewaterhouseCoopers Inc. LIT (“PwC”) was appointed Monitor.

As a result of the CCAA filing, all creditors are stayed from commencing or continuing any proceedings against Quest until January 27, 2020, (the “Initial Stay”), subject to any extensions of the Initial Stay that the Court might grant upon application by Quest.

Notice of the CCAA and the Monitor’s appointment will be mailed to all affected creditors of Quest before January 23, 2020.

More information will be posted to this website, as soon as it becomes available.

 

Contact us

Kiran Chahal

Senior Associate, PwC Canada

Tel: 604-806-7787

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