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.