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  • Concordia Decision Expands ...
    Zych, Kevin J; Zweig, Sean; Bell, Preet K

    Banking & finance law review, 04/2019, Letnik: 34, Številka: 2
    Journal Article

    ...Concordia sought to reduce its debt obligations in order to achieve a superior capital structure. (b) The CBCA Provisions The CBCA plan of arrangement provisions (section 192) were introduced into the CBCA in 1978. The test for obtaining an interim order is the same test that is applied by courts in determining whether to grant a preliminary interim order, as discussed above. ...Morawetz R.S.J. incorporated by reference the relevant sections of his preliminary interim order decision in deciding to grant the interim order.13 He also added that the interim order established "a process that is both fair and reasonable. If these substantial contingent liabilities were not addressed, Concordia would have been unable to restructure without resorting to the commencement of formal insolvency proceedings in Canada and potentially elsewhere. ...Concordia sought to limit those shareholders' recovery to available insurance proceeds. Among other reasons, Morawetz R.S.J. found that the Plan of Arrangement significantly improved Concordia's financial position, was the result of complex and lengthy negotiations with stakeholders, was unanimously approved and supported by the board of directors, was approved at the meetings of stakeholders, and was the subject of a favourable fairness opinion obtained by the company.19 Through the Plan of Arrangement, Concordia strengthened its financial position by reducing its indebtedness by approximately $2.4 billion, reducing annual cash interest costs by approximately $171 million and improving the company's capital structure and liquidity. 6.CONCLUSION In his decision, Morawetz R.S.J. quoted from earlier cases "that section 192 of the CBCA is a flexible statutory provision capable of 'incorporating whatever tools and mechanisms of corporate law the ingenuity of their creators bring to the particular problem at hand'.