Fiera Private Debt Fund v. SaltWire Network Inc.
Fiera Private Debt Fund III LP
Law Firm / Organization
BoyneClarke LLP
Lawyer(s)

Joshua J. Santimaw

Law Firm / Organization
Norton Rose Fulbright Canada LLP
Lawyer(s)

Jennifer Stam

Fiera Private Debt Fund V LP
Law Firm / Organization
BoyneClarke LLP
Lawyer(s)

Joshua J. Santimaw

Law Firm / Organization
Norton Rose Fulbright Canada LLP
Lawyer(s)

Jennifer Stam

SaltWire Network Inc.
Law Firm / Organization
Stewart McKelvey
The Halifax Herald Limited
Law Firm / Organization
Stewart McKelvey
Headline Promotional Products Limited
Law Firm / Organization
Stewart McKelvey
Titan Security & Investigation Inc.
Law Firm / Organization
Stewart McKelvey
Brace Capital Limited
Law Firm / Organization
Stewart McKelvey
Brace Holdings Limited
Law Firm / Organization
Stewart McKelvey

Main Issues:

  1. Insolvency:
    • Both parties agreed that the Debtor Companies were insolvent and required protection under the Companies’ Creditors Arrangement Act (CCAA).
    • David Boyd of Resolve Advisory Services Ltd. was appointed as the Chief Restructuring Officer (CRO).
  2. Monitor Appointment:
    • Dispute over the appointment of the monitor: Fiera proposed KSV Restructuring Inc. (KSV), while the Debtor Companies proposed Grant Thornton.
    • The court appointed KSV as the monitor.
  3. Interim Financing:
    • Dispute about who would provide interim (Debtor-in-Possession, D.I.P.) financing.
    • The court increased the maximum principal amount for D.I.P. financing from $500,000 to $1.5 million.

Orders and Relief:

  1. WEPP Order:
    • Headline Promotional’s employees were declared eligible for payments under the Wage Earner Protection Program Act.
  2. First Amended and Restated Initial Order (ARIO):
    • Extended the stay of proceedings to May 3, 2024.
    • Increased the Administration Charge from $300,000 to $450,000.
    • Expanded the powers of the CRO and Monitor.
  3. Sale and Investment Solicitation Process (SISP):
    • Approved to be conducted by FTI Capital Advisors-Canada ULC.
    • Set timelines and procedures for soliciting interest in the Debtor Companies' assets and business operations.

Additional Details:

  • Financial Performance:
    • Headline Promotional faced significant losses over three years, prompting a decision to wind down operations to stop financial hemorrhaging.
    • Titan Security showed a positive net income and will undergo a separate marketing and sale process.
  • Good Faith Requirement:
    • Emphasized the necessity for all parties to act in good faith throughout the CCAA process.
  • Court’s Supervisory Role:
    • The court retained broad discretion and supervisory jurisdiction over the CCAA process, ensuring fairness and transparency.
  • No costs specified.

 

Supreme Court of Nova Scotia
No. 531463; No. 531463
Corporate & commercial law
Applicant