Plus Products Inc.

CCAA

^{Page last updated:  September 20, 2022}

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 file as at Aug 30, 2022

On August 30, 2022, the Court has granted a Discharge Order in the CCAA Proceedings of Plus Products Inc. A copy of the Order can be found under "Court Orders" tab.

Status of file as at May 20, 2022

The Monitor has filed its Implementation Certificate with the Supreme Court of British Columbia and hereby confirms that it has been advised by the Petitioner and the Purchaser that: (i) the Plan Transactions and the Acquisition Transaction have been completed; (ii) the Purchaser Notes and the Alternate Purchaser Notes have been distributed to the Noteholder Claimants; and (iii) the Purchaser Common Shares and the Incentive Shares have been distributed to the Existing Company Securities-holders with respect to their Company Common Shares and the Exempt Grantees, respectively, as contemplated by the Plan and the Acquisition Agreement.

Status of file as at May 10, 2022

Plus has applied to the Court for a further amendment to the Plan to remove an ambiguity regarding the basis of calculating the distribution of Purchaser Shares to the shareholders of Plus. This application has no impact on the closing of the sale to the Purchaser which took place on April 28, 2022.

Status of file as at April 28, 2022

On April 28, 2022, the Monitor as the foreign representative of Plus Products Inc. obtained an order recognizing the Amended and Restated Sanction Order in Nevada, United States. Receipt of this recognition order was a condition precedent to both the Amended and Restated Acquisition Agreement and implementation of the Further Amended Plan.

Following the receipt of the recognition order and satisfaction of the remaining conditions precedent to the Amended and Restated Acquisition Agreement, Plus has confirmed that the transaction with Glass House Brands Inc. contemplated in the Amended and Restated Acquisition Agreement was completed on April 28, 2022.

Status of file as at April 11, 2022

On April 11, 2022, the Court granted the Amended and Restated Sanction Order (“ARSO”), which among other things, amends and restates the Sanction Order granted on January 21, 2022 to:

• State that the ARSO will serve as the basis for reliance on the exemption provided by section 3(a)(10) of the U.S States Securities Act; 
• Approves the Amended and Restated Acquisition Agreement and the Further Amended Plan; and 
• Increases the amount Plus can borrow from the Operating Subsidiaries and the corresponding Intercompany Charge from USD $1,000,000 to USD $1,500,000.

A copy of the ARSO has been posted under the Court Orders tab.

Plus and the Purchaser are continuing to work towards closing the transaction as soon as possible. In order to enable this to occur noteholders who have elected to receive Alternative Purchaser Notes are reminded to work with their brokers to withdraw their positions from CDS as soon as possible.

Status of file as at April 5, 2022

Following Sanction hearing on January 21, 2022 Plus has continued to work diligently to advance the transaction contemplated in the Acquisition Agreement and planning for the implementation of the Plan. During this time Plus and the Purchaser determined that additional language and steps would be required (including the Amended and Restated Sanction Order Application (the “ARSO”)) to qualify for an exemption under the US securities regulations to avoid onerous disclosure rules (called the  3(a)(10) Exemption)and allow further time to arrange for the distribution to the Noteholder Claimants of the Purchaser Notes and Alternate Purchaser Notes.

Accordingly, the parties took the following steps:

• On March 25, 2022, Plus and the Purchaser reached agreement on further amendments to the Acquisition Agreement (the “Amended and Restated Acquisition Agreement”). The amendments modified certain terms of the RSUs, made other modifications to the Acquisition Agreement to comply with securities regulations and enable reliance on the 3(a)(10) Exemption, and clarified that the Existing Company Securities would be canceled;
• Similarly, on March 25, 2022 Plus made certain modifications to the Plan to align with the Amended and Restated Acquisition Agreement (the “Further Amended Plan”);
• Plus has obtained a court date (April 11, 2022) for a hearing to obtain the Court’s approval of the Amended and Restated Acquisition Agreement and the Further Amended Plan so that it may ultimately close the sale transaction; 
• Provided notice of the hearing to the Noteholder Claimants and Plus Security holders; and,
• Scheduled a follow up hearing in Nevada, USA for April 28, 2022 to recognise the BC Court’s approval once it is granted. 

Approvals from both courts are conditions precedent to the completion of the transaction which Plus plans to be completed by  April 30, 2022. 

The Monitor has posted its Sixth Report to the BC Court (which can be found under the Monitor’s Report’s tab). Plus’ motion materials for the hearing on April 11, 2022  have also been added to the website.

A summary of the hearing and any order made by the BC  Court will be posted to this website shortly after the hearing.

Status of file as at March 29, 2022

Noteholder Election Form

In accordance with article 4.1 of the Further Amended Plan, the date for Noteholders Claimants to submit their Noteholder Claimant Election Form in order to elect to receive: (a) Alternate Purchaser Notes instead of Purchaser Notes up to a maximum of 40% of the amount of their Noteholder Claimant Claim; plus (b) Purchaser Notes in the amount of the balance their Noteholder Claimant Claim (the “Noteholder Election”) has been extended to 5.00 p.m. on April 11, 2022 (the “Extended Noteholder Election Deadline”).

Noteholder Claimants have also been provided with the opportunity to revoke or change the quantum of Alternate Purchaser Notes that were previously elected via submission of a Noteholder Claimant Election Revocation Form (the "Revocation Form"). The deadline to submit the Noteholder Claimant Election Revocation Form is the Extended Noteholder Election Deadline.

A copy of the Election Form, the Revocation Form, the Further Amended Plan, a comparison of the Further Amended Plan to the Amended Plan, the Amended and Restated Acquisition Agreement are posted under the Noteholder Election section. Please refer to these documents for further information.

Further details regarding the Further Amended Plan will be set out in a further monitor’s report to follow in due course.

Status of file as at January 24, 2022

Noteholder Election Form

In accordance with article 4.1 of the Amended Plan, Noteholders Claimants can elect to receive: (a) Alternate Purchaser Notes instead of Purchaser Notes up to a maximum of 40% of the amount of their Noteholder Claimant Claim; plus (b) Purchaser Notes in the amount of the balance their Noteholder Claimant Claim (the “Noteholder Election”).

The Debenture Trustee is arranging for delivery of the Noteholder Election Form to all Noteholder Claimants. Noteholders who wish to make the Noteholder Election must complete and deliver the Noteholder Election Form to the Monitor by email (ca_plusproducts@pwc.com) or fax (604 806 7819, Attention: Anika Tsoulacos) by 5:00 p.m. (Vancouver time) on February 21, 2022 (the “Noteholder Claimant Election Form Deadline”).

Completing an Election Form is not mandatory. If you do not complete a Noteholder Election Form by the Noteholder Claimant Election Form Deadline you will receive Purchaser Notes equal to 100% of your Noteholder Claimant Claim.

A copy of the Election Form, the Amended Plan, the Amendment to the Acquisition Agreement and the Monitor’s Fifth Report are posted under the Noteholder Election section. Please refer to these documents for further information.

Status of file as at January 21, 2022

On January 21, 2022, the Court granted the Sanction Order, which among other things:

• sanctions the Petitioner’s Amended Plan (the “Amended Plan”) dated January 18, 2022 and authorises and directs Plus to take all steps and actions necessary to implement the Amended Plan;
  
• Increases the amount Plus can borrow from the Operating Subsidiaries and the corresponding Intercompany Charge from USD $850,000 to USD $1,000,000; and
• extends the Stay Period imposed by the ARIO from January 31, 2022 until the date the Monitor is discharged pursuant to further Order of the Court. 

In addition, on January 21, 2022 the Court granted the Order Made After Application which among other things:

• approves the Monitor’s fees incurred in connection with this proceeding for the period up to and including January 2, 2022; and
  
• approves the fees of the Monitor’s legal counsel, Blake, Cassels & Graydon LLP, incurred in connection with this proceeding for the period up to and including December 31, 2021. 

Status of file as at January 18, 2022

On January 13, 2022 at 2:00 p.m. Vancouver time a meeting of applicable creditors was convened to vote on the Plan (the “Meeting”). Prior to the Meeting, the Debenture Trustee provided the Monitor with its proxy, completed to reflect the results of the Noteholder Claimant Vote. As a result, the Plan was unanimously approved by the Noteholder Claimants.

The sanction hearing is scheduled to take place on January 21, 2022. At the hearing, Plus Products Inc. (“Plus”) is seeking approval for:

• the sanctioning of the Amended Plan 
• An increase in the Intercompany Charge from $850,000 to $1,000,000; and

Extension of the Stay of Proceedings until the date the Monitor is discharged.

The Monitor is also bringing an application for the approval of: 

• its activities and reports filed in these proceedings; and 
• the Monitor and its legal counsel’s fees and disbursements.

The motion materials of both Plus and the Monitor will be added to the website once available.

A summary of the hearing and any order made by the Court will be posted to this website shortly after the hearing.

The Monitor has posted its Fifth Report to the Court (which can be found under the Monitor’s Report’s tab) which inter alia provides detail on the following: 

• The activities of Plus and the Monitor since the Fourth Report;
• The amendments made to the Acquisition Agreement dated January 18, 2022 between Plus and the Purchaser (as defined below) (the “Amendment to the Acquisition Agreement”) and the amendments made to the Plan of Compromise and Arrangement (the “Amended Plan”);
• The results of the vote by the Noteholder Claimants at the Meeting which took place virtually on January 13, 2022 at 2.00 pm Vancouver time;
• Plus’ actual cash flows to January 16, 2022, as compared to the Fourth Report Cash Flow Projections;
• Plus’ updated cash flow forecast from September 13, 2021 to April 30, 2022 (the “Fifth Report Cash Flow Projections”);
• Plus’ application for an increase to the Intercompany Charge;
• The Monitor and it’s legal counsel’s fees and disbursements; 
• Plus’ application for an extension of the Stay of Proceedings; and
• The Monitor’s comments and recommendations on the foregoing.

Status of file as at December 22, 2021

Meeting Materials including the Meeting Order, the Monitor’s Fourth Report, the Notice of the Meeting, the Voting Instruction Form, and the Plan of Compromise and Arrangement can be found under the Meeting Materials tab.

Status of file as at December 21, 2021

On December 21, 2021, the Court approved the Meeting Order. A copy of the order granted will be posted under the Court Orders tab once available.

The Meeting Order provided the following relief:

• Declared that the Acquisition Agreement is approved and commercially reasonable, and that Plus is authorized and directed to execute the Acquisition Agreement;
• Accepted the Plan (as defined in the Meeting Order) for filing and authorizes and directs Plus to convene a meeting of creditors to vote on the Plan (the “Meeting”); and
• Extended the stay of proceedings to January 31, 2022.

Note, in accordance with paragraph 15 of the Meeting Order, the Monitor confirms that the Broadridge Search Date is December 16, 2021.

Additional information on the Meeting will be available in the Meeting Materials which will be posted to the Monitor’s website by December 22, 2021.

Affected Creditors wishing to vote on the Plan must provide a voting letter to the Debenture Trustee by January 12, 2022 at 5:00 PM (MST) (the “Voting Deadline”)

To provide Affected Creditors with an opportunity to ask questions about the Acquisition Agreement and/or the Plan in advance of the Voting Deadline, Plus with the assistance of the Monitor will be hosting a conference call on January 11, 2022 at 10:00 AM (PST).

Affected Creditors can request access details to this conference call by contacting the Monitor by email at ca_plusproducts@pwc.com or by hotline at 604 806 7819.

The Debenture Trustee will collate the votes received from Affected Creditors and attend the Meeting, or provide its proxy to the Monitor, to vote on the Plan based on the votes it receives from the Affected Creditors. The date of the Meeting has been set for January 13, 2022 at 2:00 PM (PST)

Status of file as at December 17, 2021

On December 17, 2021, the Court approved the extension of the stay of proceedings to December 21, 2021. A copy of the Order will be posted when it is available under the Court Orders tab.

On December 16, 2021 Plus Products Inc. (“Plus”), Plus Products Holdings Inc. (“PPH”) and Glass House Brands Inc. (“GHB” or the “Purchaser”) entered into an agreement (the “Acquisition Agreement”) whereby the Purchaser will become the sole shareholder of PPH. As a result of the foregoing, Plus is seeking the Court's approval of an order (the “Meeting Order”), that inter alia:

1. Declares that the Acquisition Agreement is approved and commercially reasonable, and that Plus is authorized and directed to execute the Acquisition Agreement;
2. Accepts the Plan (as defined in the Meeting Order) for filing and authorizes and directs Plus to convene a meeting of creditors to vote on the Plan; and
3. Extends the stay of proceedings to January 31, 2022.

The application materials have been posted under the Motion Materials tab.

The Monitor has posted its Fourth Report to Court (which can be found under the Monitor’s Report’s tab) which inter alia provides detail on the following:

• The activities of Plus and the Monitor since the Third Report;
• The solicitation process undertaken by Plus to identify parties interested in merging with, investing in or acquiring Plus or acquiring its assets
• the Acquisition Agreement;
• The Plan necessary to implement the Acquisition Agreement;
• Plus’ request for the Meeting Order;
• Plus’ actual cash flows to December 5, 2021, as compared to the Third Report Reforecast;
• Plus’ updated cash flow forecast from September 13, 2021 to February 28, 2022;
• Plus’ application for an extension of the Stay of Proceedings to January 31, 2022; and
• The Monitor’s comments and recommendations on the foregoing.

Status of file as at December 14, 2021

A court hearing is scheduled for December 17, 2021. At the hearing Plus Products Inc. (“Plus”) is seeking a Further Extension Order to the stay of proceedings to December 21, 2021.

A summary of the hearing and any order made by the Court will be posted to this website shortly after the hearing.

Status of file as at November 22, 2021

On November 22, 2021, the Court approved the extension of the stay of proceedings to December 17, 2021.

A copy of the Order granted can be found under the Court Orders tab.

Status of file as at November 17, 2021

A court hearing is scheduled for November 22, 2021. At the hearing Plus Products Inc. (“Plus”) is seeking an extension to the stay of proceedings to December 17, 2021.

The Monitor has posted its Third Report to the Court (which can be found under the Monitor’s Report’s tab). Motion materials will be added to the website once available.

A summary of the hearing and any order made by the Court will be posted to this website shortly after the hearing.

Status of file as at October 22, 2021

On October 22, 2021, the Court approved the extension of the stay of proceedings to November 22, 2021. 

A copy of the Order granted can be found under the Court Orders tab.

Status of file as at October 19, 2021

Status of file as at September 22, 2021

On September 22, 2021, the Court granted the Amended and Restated Initial Order (the “ARIO”) which extended the Stay Period to October 22, 2021 and approved the Intercompany Charge. The Court also granted the Claims Process Order. Copies of both court orders can be found under the Court Orders tab.

In accordance with the Claims Process Order, the Petitioner, with assistance of the Monitor will be implementing the claims process. Copies of all relevant claims process documents have been posted to the Claims Process tab.

Pursuant to the Claims Process Order, the Petitioner will send a claims notice (the “Claims Notice”) to each known creditor of the Petitioner, which will set out the claim such creditor has against the Petitioner. If a creditor agrees with its claim as set out in the Claims Notice, no further action is required. Any creditor that (i) disputes the claim set forth in the Claims Notice; (ii) wishes to assert a claim against any director or officer of the Petitioner; (iii) wishes to assert a restructuring claim; or (iv) does not receive a Claims Notice but wishes to assert a claim against the Petitioner or any director or officer, must submit a proof of claim with the Monitor in accordance with the terms of the Claims Process Order. The Claims Bar Date is 5:00 p.m. Pacific Time on October 15, 2021.

Status of file as at September 20, 2021

A Court hearing is scheduled for Wednesday, September 22, 2021. At the hearing, Plus Products Inc. (“Plus”) is seeking the Court's approval for the following:

1. Extension of the stay of proceedings until October 22, 2021,
2. Approval of the proposed Intercompany Charge on all the Petitioner’s assets in favour of the Operating Subsidiaries by securing the amounts to be paid, and
3. Approval of the proposed claims process in accordance with the Claims Process Order

The Monitor has posted its First Report to the Court (found under the Monitor’s Reports tab). In addition, the Petitioner's application materials can be found under the Motion Materials tab.

A summary of the hearing and any orders made by the Court will be posted to this website shortly after the hearing.

Status of file as at September 13, 2021

On September 13, 2021 (the "Filing  Date"), Plus Products Inc. (“Plus”) sought and obtained an Initial Order of the  Supreme Court of British Columbia (the “Court”) pursuant to the Companies’ Creditors Arrangement  Act (the “CCAA”). 

PricewaterhouseCoopers Inc. LIT (“PwC”) was appointed as the Monitor. 

As a result of the CCAA filing, there is a stay of proceedings in place until September 22 2021, (the “Initial Stay”), subject to any extensions of the Initial Stay that the Court might grant upon application by Plus.

Notice of the CCAA and the Monitor’s appointment will be emailed or mailed to all affected creditors shortly.

The initial application materials have been posted under the Motion Materials tab.  The Initial Order is posted under the Court Orders tab.

The next court application will be next Wednesday, September 22, 2021. 

The Monitor will post regular status updates to this website and post future Monitor reports and court materials, as they become available during the CCAA proceedings.

Only Plus has filed for protection from its creditors under the CCAA. The Plus Group’s Operating Subsidiaries (listed below) have not filed for protection under the CCAA and will continue to operate in the ordinary course. 

• Plus Products Holdings Inc,

• Carberry LLC,

• Josiah Distribution,

• Uplift Services LLC,

• Plus Products Nevada LLC,

• Plus Products Wonders LLC, and 

• Plus Products Services LLC

Should you have any questions regarding the above, please contact us at the details below:

Email: ca_plusproducts@pwc.com

Hotline: 604 806 7819