Harbour Grace Ocean Enterprises Ltd. and Laurenceton Holdings Ltd.

CCAA

Page last updated: February 27, 2024

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 of the File as of February 26, 2024

On February 26, 2024, the Monitor filed its Fourth Report (the “Fourth Report”) with the Court to inform the Court of:

  1. The activities of the Companies and the Monitor since the Third Report;
  2. Details regarding the closing of the sale transaction with Green Skiff (the “Green Skiff Transaction”);
  3. The Companies’ actual cash flows from February 2, 2024 to February 23, 2024 as compared to the extended cash flow forecasts included in the Third Report; and
  4. An extended cash flow forecast (the “Second Extended Cash Flow Forecast”) for Laurenceton Holdings Ltd. prepared in connection with the Companies’ request for an extension of the Stay Period to March 22, 2024.

Status of the File as of February 22, 2024

On February 22, 2024, the Applicants filed a motion with the Court for an order, among other things extending the Stay Period to and including March 22, 2024.

The motion will be heard on February 28, 2024.

Status of the File as of February 12, 2024

On February 8, 2024, the Court issued 

  1. The Approval and Vesting Order which, among other things:
    a. Approved the APA and the transaction contemplated therein;
    b. Extended the Stay Period to February 29, 2024;
    c. Approved the Third Report of the Monitor and actions of the Monitor described therein; and
  2. The Sealing Order which, among other things:
    a. Sealing the Confidential Exhibit “1” to the affidavit of Paul Lannon sword February 5, 2024 and Confidential Exhibit “1” to the affidavit of Paul Lannon sword February 6, 2024; and
    b. Sealing all confidential appendices to the Third Report.

Status of the File as of February 6, 2024

On February 6, 2024, the Monitor filed its Third Report with the Court to inform the Court of:

  1. The activities of the Companies and the Monitor since the Second Report;
  2. The Companies’ actual cash flow as compared to the cash flow forecast included in the Second Report;
  3. An extended cash flow forecast prepared in connection with the Companies’ request for the extension of the Stay Period to February 29, 2024; and
  4. The Companies’ request for the Approval and Vesting Order.

Status of the File as of February 5, 2024

On February 5, 2023, the Companies filed its motion with the Court for an order (the “Approval and Vesting Order”) to, among other things:

  1. Approve a transaction (the “Proposed Transaction”) contemplated by an Asset Purchase Agreement dated February 1, 2024 (the “APA”) between Green Skiff Investments Inc. or its designate, as purchaser (the “Purchaser”), and each of the Applicants, as vendors, pursuant to which the Purchaser shall acquire the Purchased Assets (as defined in the APA), comprising substantially all the Applicants’ business, including related assets, properties, and undertakings;
  2. Extend the Stay Period to and including February 29, 2024;
  3. Approve the Third Report of the Monitor (the “Third Report”), to be filed with the Court, as well as the activities of the Monitor as set out in the Third Report; and
  4. Seal Confidential Exhibit “1” to the affidavit of Paul Lannon sworn February 5, 2024, being an unredacted copy of the APA including the purchase price for the Purchased Assets, until the earlier of the filing of the Monitor’s Certificate certifying that the Proposed Transaction has closed, or further Court order.

The motion will be heard on February 8, 2024.

Status of the File as of November 17, 2023

On November 17, 2023, the Court issued the Amended and Restated Initial Order which, among other things:

  1. Extended the Stay Period to and including February 9, 2024;
  2. Maintained the Administration Charge (as defined in the Initial Order and the ARIO) at $105,000;
  3. Approved the Debtor-in-Possession Financing Term Sheet between the Applicants and BMO the BMO DIP Facility not exceeding $1million;
  4. Authorized and directed the Monitor to make a distribution to Gray, the DIP Lender, from funds available under the BMO DIP Facility, $270,000 plus any accrued interest, and that following the payment the DIP Lender’s Charge shall be terminated, released and discharged; and
  5. Granted the BMO DIP Charge in the maximum amount of $1 million.

Status of the File as of November 16, 2023

On November 16, 2023, the Monitor filed its Second Report (the “Second Report”) with the Court, to inform the Court of:

  1. The activities of the Companies and the Monitor since the Filing Date;
  2. The Companies actual cash flows to November 10, 2023;
  3. The Monitor’s recommendation with respect to the amendments sought by the Applicants in connection with the ARIO:
    a.  Approve the BMO DIP Facility
    b.  Maintain the Administration Charge of $105,000;
    c.  Increase the DIP Charge to $1 million;
    d.  Maintain the Director’s Charge of $150,000; and
    e.  Extend the Stay Period to February 9, 2023;
  4. The Monitor’s recommendations with respect to the Applicants’ request for the SISP Order.

The motion will be heard on November 17, 2023.

Status of the File as of November 15, 2023

On November 15, 2023, the Companies filed a motion with the Court for an order:

  1. Amended and Restated Initial Order (the “ARIO”) to, among other things:
    a. Extend the Stay Period to and including February 9, 2024;
    b. Increase the Administration Charge (as defined in the Initial Order and the ARIO) to $200,000;
    c. Approve the Debtor-in-Possession Financing Term Sheet between the Applicants and the Bank of Montreal (BMO) and authorize the Applicants to borrow an amount not exceeding $1million (the “BMO DIP Facility”);
    d. Authorize and direct the Monitor to make a distribution to Gray, the DIP Lender, from funds available under the BMO DIP Facility, $270,000 plus any accrued interest, and that following the payment the DIP Lender’s Charge shall be terminated, released and discharged;
    e. Grant a charge on the Property of the Companies, ranking in priority to all Encumbrances (as defined in the ARIO), except the Administration Charge, in the maximum amount of $1 million (the “BMO DIP Charge”);

  2. And an order (the “SISP Order”) to, among other things:
    a. Approve a sale and investment solicitation process (“SISP") in respect of the business and assets of HGOE and parcels of land owned by Laurenceton;
    b. Seal confidential exhibits “1”, “2” and “3” to the Affidavit of Paul Lannon, sworn November 14, 2023, included in this motion; and
    c. Approve the Pre-Filing Report of PwC.

The motion will be heard on November 17, 2023.

Status of the File as of November 14, 2023

On November 14, 2023, the Monitor filed its First Report (the “First Report”) with the Court, to inform the Court on:

  1. The activities of the Company and the Monitor since the Filing Date;
  2. An update on the CCAA Proceedings and the Monitor’s views on the revised short-term cash forecast for the Companies, to support the Applicants’ request for an adjournment of the Comeback Hearing, resulting in the extension of the Stay Period up and including November 16, 2023  to secure alternate DIP financing.

Status of the File as of November 3, 2023

On November 2, 2023 (the “Filing Date”), Harbour Grace Ocean Enterprises Ltd. and Laurenceton Holdings Ltd. (collectively the “Companies” or the “Applicants”) applied for and received an order (the “Initial Order”) for creditor protection pursuant to the Companies’ Creditors Arrangement Act R.S.C.1985, c.C-36, as amended (“CCAA Proceedings”) from the Supreme Court of Newfoundland and Labrador in Bankruptcy and Insolvency (the “Court”).

The Initial Order, among other things:

  1. Appointed PricewaterhouseCoopers Inc., LIT (”PwC”) as monitor of the Applicants (the “Monitor”);
  2. Approved a stay of proceedings up to and including November 14, 2023 (“Stay Period”), which applies against the Applicants or the Monitor, or the Applicants’ Property and Business (as defined in the Initial Order), or against any of the former, current or future directors or officers of the Companies;
  3. Authorized the Applicants to continue to use the central cash management system (“CMS”) currently in place or replace it with another substantially similar CMS;
  4. Granted a first ranking charge, in the amount of $105,000 (the “Administration Charge”), on the Property of the Applicants, as security for the professional fees and disbursements of the Monitor, the Monitor’s counsel and the Applicants’ counsel, which charge shall rank in priority to all other security interests, trusts, liens, charges and encumbrances, claims of secured creditors, statutory or otherwise (the “Encumbrances”);
  5. Authorized the Applicants to borrow under a credit facility from Gray Enterprises Ltd. (“Gray” or the “DIP Lender”) in order to finance the Companies’ working capital requirements and other general corporate purposes and capital expenditures, provided that borrowings under such credit facility shall not exceed $255,000 (the “DIP Facility”), unless permitted by further order of this Court; and
  6. Granted a second ranking charge in favour of the DIP Lender over the Property of the Companies to a maximum amount of $255,000, as security for the DIP Facility (the “DIP Lender’s Charge”), which charge shall rank in priority to the Encumbrances; and
  7. Granted a third ranking charge, in the amount of $150,000 (the “Directors’ Charge”), on the Property of the Applicants, as security for the indemnity granted to the Applicants’ directors and officers, which charge shall rank in priority to the Encumbrances.

In accordance with section 23 (1)(ii)(b) of the CCAA and the Initial Order, on November 8, 2023, a notice of the CCAA Proceedings was sent to all of the Applicants’ creditors who are owed $1,000 or more.

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