BioAmber Inc (fka BIOAQ)

[CSCS]

What is CCAA...

There has been alot of "confusion" lately as to what the current state of BioAmber is...
BioAmber is currently in Canadian CCAA Proceedings along with US Chapter 15 proceedings that recognize the CCAA Proceedings as the Main Foreign Proceeding...
This was done because of the cross-border makeup of the Company along with expediting the sale of US Assets...

As per the Eighth report of the Monitor -All amounts owing that are subject to the KERP charge have now been PAID or there is an arrangement in place to pay them...

More can be found about where the KERP charge ranks can be found in the Third amended and restated Initial Order[

SHAREHOLDERS ARE SAFE!!

More can be found about CCAA here:
https://www.pwc.com/ca/en/services/insolvency-assignments/what-is-ccaa.html

More Can be found about Chapter 15 here:
https://www.thebalance.com/what-is-chapter-15-bankruptcy-316205

The "Companies’ Creditors Arrangement Act" is the "LAW" that Canadian companies and courts MUST follow in CCAA Proceedings...

The Companies’ Creditors Arrangement Act can be found in its "whole" here:
https://laws-lois.justice.gc.ca/eng/acts/C-36/

Links to every PWC court Docuemnt can be found here:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=146880839

The Original Chapter 11 case was dismissed by the US Judge on the grounds of filing for Chapter 15 to recognize the CCAA Proceedings as the Main Proceeding...

If we want to understand what has happened and what is going on we need to see what sections of the Companies’ Creditors Arrangement Act have been applied to the BioAmber Proceedings...

Lets first review the 2 main sections we are going to focus on in the CCAA...

PART I - Compromises and Arrangements

Compromise with unsecured creditors - Section 4

Where a compromise or an arrangement is proposed between a debtor company and its unsecured creditors or any class of them, the court may, on the application in a summary way of the company, of any such creditor or of the trustee in bankruptcy or liquidator of the company, order a meeting of the creditors or class of creditors, and, if the court so determines, of the shareholders of the company, to be summoned in such manner as the court directs.

R.S., c. C-25, s. 4.

Compromise with secured creditors - Section 5

Where a compromise or an arrangement is proposed between a debtor company and its secured creditors or any class of them, the court may, on the application in a summary way of the company or of any such creditor or of the trustee in bankruptcy or liquidator of the company, order a meeting of the creditors or class of creditors, and, if the court so determines, of the shareholders of the company, to be summoned in such manner as the court directs.

R.S., c. C-25, s. 5.

Lets see what Motions these Sections apply to:

Here is the May 22nd, 2018 Motion for the issuance of an initial order under CCAA




Here is the June 8th, 2018 Motion for approval of interim financing, extension of the stay of proceedings and other




Here is the July 12th, 2018 Motion for approval of KERP and issuance of a second amended and restated initial order





Here is the July 27th, 2018 Motion for the extension of the stay of proceedings





Here is the August 22nd, 2018
Motion for the extension of the stay of proceedings ** Missing from PWC's website since Motion, ADDED FEB 14,2019 **11 offers-2 by strategic buyers for the Business as a Whole"

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Here is the September 13th, 2018
Motion for the extension of the Stay of proceedings -





When we get to the Sept 13, 2018
Motion for the issuance of an Approval and Vesting Order "Best interest of all the Petitioners' stakeholders"

Section 36 of the CCAA applies to this Motion:

36.1 (1) Sections 38 and 95 to 101 of the Bankruptcy and Insolvency Act apply, with any modifications that the circumstances require, in respect of a compromise or arrangement unless the compromise or arrangement provides otherwise.

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The next Motion was the September 21st, 2018
Motion for the Assignement of an Agreement ** Reverdia STA Agreement **

Section 11.3Section 11.3 of the CCAA applies to this Motion:

Assignment of agreements

11.3 (1) On application by a debtor company and on notice to every party to an agreement and the monitor, the court may make an order assigning the rights and obligations of the company under the agreement to any person who is specified by the court and agrees to the assignment.

Exceptions

(2) Subsection (1) does not apply in respect of rights and obligations that are not assignable by reason of their nature or that arise under

(a) an agreement entered into on or after the day on which proceedings commence under this Act;

(b) an eligible financial contract; or

(c) a collective agreement.

Factors to be considered

(3) In deciding whether to make the order, the court is to consider, among other things,

(a) whether the monitor approved the proposed assignment;

(b) whether the person to whom the rights and obligations are to be assigned would be able to perform the obligations; and

(c) whether it would be appropriate to assign the rights and obligations to that person.

Restriction

(4) The court may not make the order unless it is satisfied that all monetary defaults in relation to the agreement — other than those arising by reason only of the company’s insolvency, the commencement of proceedings under this Act or the company’s failure to perform a non-monetary obligation — will be remedied on or before the day fixed by the court.

Here is the October 19th, 2018 Motion for the extension of the stay of proceedings -

Sections 4 and 5 Both apply to this Motion...
This Motion is AFTER the Visolis Transaction and it still includes boths sections of the CCAA.
Lets refresh what Sections 4 and 5 are again...


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The Most recent Motion was filed on December 21st, 2018 was to extend the CCAA Proceedings until March 15th, 2019.
Lets remember that the judge will not sign any motion unless the Part/Section of the CCAA that applies is stated!

BOTH SECTIONS 4 AND 5 AND INCLUDED IN THE DECEMBER 21st, 2018
Motion for the extension of the stay of proceedings

The December 21st Motion was not posted on PWC's Website until January 3rd along with the Ninth report of the Monitor [color=red]

This Report confirmed the "SALE OF THE COMPANY" that was mentioned in the August 22nd Motion...


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The JUDGE approved the Stay of Proceedings based on the facts that a Plan of arrangement will be made with the Secured and unsecured Creditors according the SECTIONS 4 and 5 of the Companies’ Creditors Arrangement Act

PWC will seek further advice and direction from the Court at the Next hearing in the CCAA Proceedings on the disposition of other questions or request for information from shareholders....