Lone Pine Resources Canada Ltd., Lone Pine Resources Inc., Lone Pine Resources (Holdings) Inc., Wiser Delaware, LLC, and Wiser Oil Delaware, LLC


Companies’ Creditors Arrangement Act (CCAA)

Page last updated: February 5, 2014

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 September 25, 2013, Lone Pine Resources Inc., Lone Pine Resources Canada Ltd., Lone Pine Resources (Holdings) Inc., Wiser Oil Delaware, LLC, and Wiser Delaware, LLC (collectively the “Applicants” or the “Companies”) applied for and received an order (the “Initial Order”) for protection pursuant to the Companies’ Creditors Arrangement Act (“CCAA”), R.S.C.1985, c.C-36 from the Court of Queen’s Bench of Alberta, Calgary Division, which includes, among other things, a stay of proceedings against the Companies, and the appointment of PricewaterhouseCoopers Inc. as monitor of the Applicants.

The Initial Order, among other things,:

  1. granted a stay of proceedings against the Companies and its Directors and Officers until October 24, 2013, or such later date as the Court may order;
  2. approved a DIP credit facility, in the amount of $10,000,000, with J.P. Morgan Securities L.L.C. on its own behalf and on behalf of a group of lenders (collectively the "DIP Lender") and granted a priority charge (the “DIP Lender’s Charge”) over the Property of the Applicants to secure repayment of the amounts borrowed by the Applicants under the facility;
  3. granted a priority charge over the Property of the Applicants, in the amount of $1,000,000 to secure the fees and disbursements of the Monitor, counsel to the Monitor and the Applicants’ counsel (the “Administration Charge”);
  4. granted a priority charge over the Property of the Applicants, in the amount of $1,000,000, in order to protect the Applicants’ directors and officers from certain potential liabilities (the “Directors’ Charge”);
  5. authorized and approved the Key Employee Retention Plan (the "KERP"), as described in the Originating Application, and granted a priority charge over the Property of the Applicants to secure the amounts potentially owing under the KERP (the "KERP Charge"), up to a maximum of $2,499,272;
  6. granted a priority charge over the Property of the Applicants, to secure the fees and disbursements of the Financial Advisor (up to a maximum of $3,800,000), counsel to the Initial Consenting Noteholders, and amounts payable under the Backstop Agreement (the “Subordinated Advisors Charge”);
  7. granted a priority charge over the Property of the Applicants, to secure the amounts owing to Critical Suppliers (the "Criticial Suppliers Charge") up to a maximum of $1,500,000; and
  8. authorized the Companies to pay certain expenses incurred prior to or after the date of the Initial Order, subject to the provisions of the Initial Order.
     


Status of the file as of January 31, 2014

The Monitor has received written notice form the Applicants and Goodmans LLP (on behalf of the Initial Consenting Noteholders) that the conditions precedent set out in Section 9.1 of the Plan have been satisfied or waived in accordance with the terms of the Plan. Additionally, the Plan Implementation Date has occurred and the Plan is effective in accordance with its terms and the terms of the Sanction Order.

A copy of the Monitor's Certificate is posted here:


Status of the file as of January 9, 2014

On January 9, 2014, the Honourable Mme. Justice B.E. Romaine, granted the Sanction Order which states the following:

  • The Plan has been approved by the Required Majorities in conformity with the CCAA and the Meeting Order
  • The Applicants have complied with the provisions of the CCAA and the Order of the Court in all material respects
  • The Applicants have acted and are acting in good faith and with due diligence, and have not done or purported to do (nor does the Plan do or purport to do) anything that is not authorised by the CCAA
  • The Plan, and all the terms and conditions thereof, and matters and transaction contemplated thereby, are fair, reasonable, not oppressive and are in the best interests of each of the Applicants and the Persons affected by the Plan
  • The Plan is sanctioned and approved pursuant to Section 6 of the CCAA

A copy of the Sanction Order can be found in section Court Orders.

Status of the file as of December 13, 2013

On December 13, 2013, the Honourable Mme. Justice B.E. Romaine, granted the Meeting Order which among other things:

  1. Accepts the filing of the Plan;
  2. Authorizes the classification of creditors for purposes of voting on the Plan;
  3. Authorizes and directs the Applicants to call, hold and conduct meetings of Affected Unsecured Creditors to vote on a resolution to approve the Plan;
  4. Authorizes and directs the mailing and distribution of the Affected Unsecured Creditors Meeting Materials and Noteholder Meeting Materials; and
  5. Sets a date of the hearing of the Applicants' application for Court approval of the Plan

A copy of the Meeting Order is posted in section, Court Orders.

Meeting Materials for Affected Unsecured Creditors can be found in the section, Creditor Meeting Materials - Affected Unsecured Creditors.

Meeting Materials fr Noteholder can be found in the section, Creditor Meeting Materials- Noteholders.

Status of file as of December 10, 2013

The following Monitor reports are included in the Monitor's Reports section:

  1. Monitor's 5th Report - Plan and Meeting Order
  2. Monitor's 6th Report - Plan Fairness Opinion

Status of file as of December 6, 2013

A copy of the Company's proposed Plan of Arrangement can be found in Exhibit 1 of Affidavit No. 4 of Tim Granger which is filed in section, Lone Pine Resources Motion Materials.

Additionally, the Monitor's 6th Report, which will include a fairness opinion of the Plan, will be released and posted later in the week.

Status of file as of November 27, 2013

On November 27, 2013, the Honourable Justice K.D. Yamauchi granted an order which:

  • The Stay Period, as ordered and defined in paragraph 14 of the Initial Order granted herein on September 25, 2013 (the "Initial Order"), and as extended in paragraph 2 of the Order granted herein on October 24, 2013 (the "October 24, 2013 Order"), is hereby extended until and including January 10, 2014.
  • The Claims Procedures Order granted herein on October 8, 2013 is hereby amended by deleting from paragraph 27 the date "November 29, 2013" and replacing the date with "December 13, 2013", which extends the date by which the Monitor and the Applicants must respond to Proofs of Claim.
  • The November 11, 2013 Commitment Letter (the "ABL Commitment Letter") executed by LPR Canada, as borrower, by the other Applicants, as guarantors, and by the Morgan Stanley Capital Group Inc., Alberta Treasury Branches and Societe Generale, as arrangers and lenders (collectively, the "Arrangers") is hereby approved in all respects, including payment of the fees provided thereunder, and the applicants are hereby authorised to perform all of their obligations under the ABL Commitment Letter as and when the same become due and are to be performed.
  • As security for the claims of any counterparty to the Applicants under the Required Hedges ("Hedging Counterparties"), a charge is hereby granted on the property (the "Hedging Charge") for the benefit of the Hedge Counterparties, up to a maximum of $40 million.
  • The Selkirk Term Sheet is hereby approved and the Applicants are hereby authorised to perform all their obligations under the Selkirk Term Sheet.

For further details, a full copy of the order can be found in section, Court Orders.

Status of file as of November 12, 2013

Paragraph 2 of the Stay Extension Order granted on October 24, 2013 (the "Stay Extension Order"), mandates that the Stay Period shall expire on November 13, 2013, unless on or prior to November 13, 2013, the Monitor files a Certificate certifying that the Monitor and Syndicate consent to the Stay Period being extended to November 29, 2013. In accordance with paragraph 2 of the Stay Extension Order, the Monitor certifies:

  1. The Monitor and Syndicate consent to the Stay Period being automatically extended to November 29, 2013.

A full copy of the Monitor's Certificate can be found in section Court Orders.

Status of file as of November 8, 2013

On November 8, 2013, the Honourable Justice G.C. Hawco granted an order, which, among other things, extended the Claims Bar Date to November 27, 2013.

Any Claimant who does not return a Proof of Claim to the Monitor by the Claims Bar Date shall among other things:

  • not be entitled to vote at any creditor meeting;
  • not be entitled to receive any distribution under any proposed plan of compromise or arrangement (the "Plan"); and
  • be forever barred from making or enforcing any such claim against any of the Companies, their Directors and their Officers, and all such claims will be forever extinguished.

Copies of the Claims Package, including the Proof of Claim form can be found in the Claims Procedure section of this website. A Claims Package can also be obtained through contacting the Monitor by phone or email using the contact information section of this website.

A copy of the order granted November 8, 2013 will be posted once it is available.

A transcript of the proceedings is available in the Lone Pine Resources Materials section.

Status of file as of October 24, 2013

The Stay Period, as ordered and defined in the Initial Order granted September 25, 2013, was extended until and including November 13, 2013. With respect to the Senior Notes issued pursuant to and governed by the indenture dated February 14, 2012, the Order contains certain details surrounding the mechanics for meetings.

A copy of the Order can be found in the Court Orders section.

Status of file as of October 18, 2013

On October 18, 2013, Lone Pine Resources Canada Ltd. obtained an Order Granting Recognition of Foreign Main Proceeding and Certain Related Relief on a Final Basis (the "Recognition of Foreign Main Proceeding Order"). Among other items, the Order decreed the following:

  • The CCAA Proceeding is granted recognition as a foreign main proceeding pursuant to section 1517 of the Bankruptcy Code.
  • The Initial CCAA Order, including any extensions, amendments, or modifications thereto, is hereby enforced on a final basis and given full force and effect in the United States.

A copy of the Recognition of Foreign Main Proceeding Order can be found in the US Court Orders section.

Status of file as of October 9, 2013

On October 9, 2013, the Court of the Queen's Bench of Alberta approved a Claims Procedure Order (the "Claims Order") establishing a procedure (the "Claims Procedure") for determining claims of creditors against the Companies. Please be advised that in accordance with the Claims Order:

  • The Monitor, on or before October 16, 2013, will send a blank Proof of Claim form and a Proof of Claim Instruction Letter to all Known Claimants as of the Filing Date.
  • The Claims Bar Date is 5:00pm Mountain Standard Time on November 13, 2013.
  • Any Claimant who does not return a Proof of Claim to the Monitor by the Claims Bar Date shall among other things:
    • not be entitled to vote at any creditor meeting;
    • not be entitled to receive any distribution under any proposed plan of compromise or arrangement (the "Plan"); and
    • be forever barred from making or enforcing any such claim against any of the Companies, their Directors and their Officers, and all such claims will be forever extinguished.
  • After reviewing all of the Proofs of Claim, the Monitor in consultation with the Companies, will issue a notice of acceptance, revision or disallowance of the relevant claims received, by no later than November 29, 2013.
  • Claimants who wish to dispute the notice of revision or disallowance of their claim by the Monitor must do so within 10 days of receipt of the notice of revision or disallowance.
  • If the Companies, in conjunction with the Monitor, cannot resolve any notice of revision or disallowance for voting and/or distribution purposes, the Companies may refer a claim for resolution to the Court.

The Agent of the Syndicate, individual Syndicate members, the Indenture Trustee, and individual Noteholders are not required nor permitted to file Proofs of Claim for amounts owing. Rather, within 7 business days of the Claims Procedure Order being granted, the Companies will send the Agent and the Indenture Trustee, a notice stating the accrued amounts owing up to the File Date. If the parties cannot agree to the accrued amounts owing, the amount will be determined by the Court.

A copy of the Claims Procedure Order can be found in the Claims Procedure section of this website.

Status of file as of September 26, 2013

On September 26, 2013, Lone Pine Resources Canada Ltd. obtained the following orders from the United States Bankruptcy Court District of Delaware:

  • An Order granting provisional relief that recognises and enforces the Initial CCAA Order and recognises the CCAA Proceedings as a foreign main proceeding pursuant to section 1517 of the Bankruptcy Code;
  • An Order authorising the foreign representative to file a consolidated list of foreign proceeding administrators, litigation parties, and entities against whom provisional relief is sought. Lone Pine Resources Canada Ltd. in its capacity as foreign representative is authorised to file a consolidated list of the information required by Bankruptcy Rule 1007(a)(4);
  • An Order for each debtor company (Lone Pine Resources Canada Ltd., Lone Pine Resources Inc., Lone Pine Resources (Holdings) Inc., Wiser Delaware, LLC, and Wiser Oil Delaware, LLC) directing their joint administration under Chapter 15; and
  • An Order scheduling the Recognition Hearing to consider the chapter 15 petitions on October 22, 2013 and specifying the form and manner of service of notice.

Copies of the above noted US Court Orders can be found in the US Court Orders section of this website. Additionally the Notice of Recognition Hearing document can be found in the US Motion Materials section of this website.



This Web site will be updated as information becomes available.

For more information, please contact: Roland Young, Telephone: +1 403 509 7366 , or via Email.
 

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