The Acid Bath of the Vesting Order
When assets are sold through CCAA proceedings, whether as part of the financing of a restructuring or through a creditor and court-approved overall plan of arrangement, a vesting order is issued by the court. The effect of the vesting order is that the creditors’ claims to the assets included in the sale are converted into claims to the proceeds of the sale, with the creditors ranking in their pre-vesting order priorities in respect of the distribution of such proceeds. The assets are transferred free and clear of registered encumbrances, security interests and claims against the assets, unless explicitly assumed by the buyer.
A court order under the CCAA can also remove the need to obtain certain consents and other requirements for closing a transaction. This would include shareholder consent and consents from parties to contracts concerning the assets. For example, the CCAA expressly authorizes the court to assign contracts to an assignee, notwithstanding restrictions on assignment in the contract, if certain pre-conditions are met. In addition, certain regulatory requirements under securities and other legislation can be avoided or ameliorated through the vesting order. Another advantage flowing from court supervision of the process is that the court will expressly approve the transaction, thus reducing the risk of future challenges to the validity of the transaction.
You just got Chemtrailed....by the Capt.
that's funny... because the word Liquidation can apply to a subsidy dissolving back to the parent company as well.
3 Liquidation vs. Dissolution p.323 Liquidation as a tax concept – termination of corporate activities, satisfaction of liabilities, and distribution of the corporation’s assets.
Liquidation of a subsidiary into a parent corporation – assets remain held in corporate form (i.e., held by the parent corporation). Result to controlling corporate shareholder: Under §332 – no gain or loss on the receipt by the corporation of property in the complete liquidation of an 80% or more subsidiary.
ok, but the share purchase will take care of the outstanding debt the company still has if that is the case. I can see him moving said liens to another form of documention just as long as the outcome is everyone getting paid and moving on. No Way everyone agreed to get screwed.... not going to happen...and did not happen.
come on now... do you really believe that folks that were owed 55 million dollars just agreed to have it all expunged away and have the property transfer to a new owner free and clear.... and they gave their blessing to the court too???? your crazy...
keep selling the narrative, your job is almost over.
Trader59, thanks so much for that new title doc. we can learn so much from that document. Like the this.....
they paid 5.3 million in transfer tax or what ever, but the best part is ...
the 15 million for the QUEEN IS GONE !!!!! PAID !!!!!!! no longer on title....LOL........ Haaaa haaaa haaa haaaa haaaaaaaa
OMG.... so funny.......
how about that sec 7 part???????
berry berry nice... explains everything....lol.
7. Qualified Bid. PwC on behalf of BioAmber shall only consider bids who meet the following
conditions (“Qualified Bid”):
(a) It is submitted by the Bid Deadline (as defined below);
(b) It is subject to these Terms and Conditions;
(c) It pertains to the acquisition of the Assets, or some of them, exclusively or to the Recapitalisation;
(d) With respect to the Assets (if applicable), it indicates the purchasing entity for the Assets (or any part thereof), the purchase price offered and a separate allocation for each of the Assets if the bid only covers part of the Assets;
(e) With respect to the Recapitalisation, it indicates the subscriber to the Common Shares and the purchase price/subscription price offered for the Common Shares;
(the aggregate purchase price for the Assets or the purchase price/subscription price for the Common Shares, as the case may be, and in both cases excluding any applicable duties or taxes, being referred to as the “Purchase Price”);
(f) It is accompanied by satisfactory evidence of the Qualified Bidder’s ability to complete the Contemplated Transaction (as defined below), which allows the Company and its secured lenders, in consultation with PwC, to make a reasonable determination as to the Qualified Bidder’s financial and other capabilities to complete the Contemplated Transaction;
(g) It is not conditioned on the outcome of unperformed due diligence and/or obtaining financing;
(h) It is accompanied by a deposit in an amount of no less than 10% of the Purchase Price in the form of a certified cheque, irrevocable wire transfer or bank draft payable to PricewaterhouseCoopers Inc. - in trust, or by a bank standby letter of credit to its order payable on sight (the “Deposit”);
(i) It provides for a closing of the Contemplated Transaction by no later than August 31, 2018 (the “Closing Date”); It is accompanied by other information reasonably requested by BioAmber and/or PwC, as the case may be.