Page last updated: January 19, 2021
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 January 15, 2021, Quest Guardian Properties Ltd. (“Guardian”) was assigned into bankruptcy. A copy of the Assignment and the Statement of Affairs has been posted under a new tab above for the Guardian bankruptcy matters. PwC has been appointed as Trustee of Guardian, and a copy of the appointment can also be found under the Guardian tab.
Additionally, the Trustee has filed its First Report to Court, and is making an application to the Court to have the Court authorize the Trustee to use the claims as filed in the recently completed CCAA Claims Process, in the Guardian bankruptcy process. This application will be heard on January 20, 2021. A copy of the Trustee’s First Report to Court can also be found under the Guardian tab.
All known creditors of Guardian can expect to receive an email from the Trustee, by January 22, 2021, advising them of the next steps in the bankruptcy process.
Pursuant to a Court Order issued on December 17, 2020, PwC in its capacity as Monitor under the CCAA of Quest Guardian Properties Ltd. (“Guardian”) has been given some administrative type relief in respect to Guardian, as envisioned as necessary for a bankruptcy of Guardian, should that be required in 2021.
Additionally, the Stay of Proceedings for Guardian has been extended to January 29, 2021.
A copy of the Order can be found under the Court Orders tab.
Pursuant to the Court’s Order, upon the closing of the Primacorp Transaction, all unsecured liabilities of Quest University Canada were effectively transferred to Quest Guardian Properties Ltd. (“Guardian”) and the Quest Plan was amended to become Guardian’s Plan.
The Meeting of Creditors to consider the Guardian Plan was held on December 11, 2020.
The Guardian Plan was defeated by creditors at the Meeting of Creditors. As a result, it is expected that Guardian will be assigned into bankruptcy in order to facilitate the distribution of the $1.35 million paid by Primacorp (and currently held in trust by the Monitor) for the benefit of the unsecured creditors. All unsecured creditors will receive notification from the trustee in bankruptcy, once the bankruptcy proceedings have been commenced (likely early January).
As a result, Convenience creditor claims will not be paid in full, and Cash Election creditors will not receive a $1,000 payment as outlined in the Plan; rather, all unsecured creditors will receive their pro-rata share of the $1.35 million currently being held by the Monitor. A recovery rate to unsecured creditors is not yet known, due to four large claims against Guardian that remain unresolved and in dispute.
As the Primacorp Transaction was completed, Quest’s operations are not impacted by the demise of the Guardian Plan, nor will they be impacted by the bankruptcy of Guardian.
Further updates will continue to be posted to this website, as they occur. Please note that the Monitor’s office will be closed December 23 at noon, and reopens on January 2, 2021, and as such, calls and emails to the Monitor received during this period will be answered in January.
The closing of the Primacorp Transaction took place on December 9, 2020, giving effect to the various steps and outcomes as laid out in the Approval and Reverse Vesting Order granted by the Court on November 16, 2020 (subsequently amended on December 9, 2020).
As a result of the above, a Revised Plan of Compromise and Arrangement (the “Revised Plan”) to essentially ‘transfer’ the Plan from Quest to Quest Guardian Properties Ltd. (“Guardian”) was filed on December 10, 2020. The revisions to the Plan reflect the Approval and Reverse Vesting Order (as noted above) and are not material changes for creditors.
A copy of the Revised Plan, and a blackline comparing the previous Plan to the version that was served to creditors during the Claims Process, can be found under the Creditor Meeting tab.
The Meeting of creditors to consider the Revised Plan is set to take place today at 2:00 pm Vancouver time, and a further status update will be posted in due course.
On December 7, 2020, the British Columbia Court of Appeal denied leave to appeal, or a stay of proceedings against the Approval and Vesting Order, to Southern Star Developments Ltd. Reasons For Judgment are expected to be issued and will be posted to this website when available.
Given the above, the closing of the Primacorp Transaction is expected to occur on December 8, 2020, and any further updates will be posted as the CCAA Proceedings continue.
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.
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.
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.
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.
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.
A summary of the Plan, how it effects creditors, and some particulars about the upcoming meeting, are described below:
With respect to voting on the Plan:
With respect to attendance at the meeting:
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.
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.
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.
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.
At today’s court hearing, the Court approved the following key points in respect to Quest’s application:
A copy of the Court Order will be posted to the Court Orders tab as soon as possible.
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.
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.
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.
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.
Senior Associate, PwC Canada