1. Legal & Judicial Case Analysis
Pacific Exploration & Production
Legal & Judicial Case Analysis
Lightstream Resources

2. Legal & Judicial Case Analysis – Panel Members and roles in cases
Justice Newbould – Ontario CCAA Court
Tony Reyes (Norton Rose) – counsel to Pacific
Bob Thornton (TGF) – counsel to the Monitor
Brendan O’Neill (Goodmans) – counsel to the Ad Hoc Committee of Creditors, and panel moderator
Justice Jones – Calgary CCAA Court
Kelly Bourassa (Blakes) – counsel to Lightstream
Sean Collins (McCarthys) – counsel to the Monitor
Brendan O’Neill (Goodmans) – counsel to the Ad Hoc Committee of Creditors, and panel moderator

3. Pacific and Lightstream Cases - BDO
Two major Canadian restructurings in 2016, both of which represented a highly efficient use of the CCAA
Pacific - $5.3 billion reorganization that went from the filing to sanction in 4 months, with three proceedings in Canada, the US and Colombia!
Lightstream – a CBCA, a CCAA, a sales process, an oppression action, an appeal and a US$650 million credit bid sale in 5.5 months!
This discussion: what were the tools / strategies / approaches that the professionals and the courts utilized to produce these results and what can we learn from these cases, and any other cases our experienced Judges have seen before them?

4. Pacific – High Level Overview – BDO
Canadian parent with no assets or operations in Canada; operations in Colombia, Peru, Guatemala, Brazil, Guyana and Belize
US$5.3 billion of bank and bond debt that was converted into equity of the reorganized company
USD$500 million DIP that was co-sponsored by the Bondholders and Catalyst and that converted into (1) US$250 million of new secured notes for the Bondholders and (2) equity for Catalyst
Main proceeding under CCAA in Canada; ancillary Chapter 15 proceedings in the US; and ancillary Ley 1116 proceedings in Colombia (this was the largest corporate restructuring in Colombian history)

5. Lightstream – Case Details - BDO
Significant light oil-focused E&P company in Alberta and Sask
US$400 million first lien bank facility
US$650 million of secured second lien notes
US$250 million unsecured notes
Oppression action filed after certain unsecured notes were exchanged for new secured notes and a cash purchase of additional secured notes
Remaining unsecured noteholders sued company under oppression in Alberta
Borrowing base defaults under 1L; interest defaults under 2L …

6. Appendix A – Pacific – Timeline
November 2015 – Company engages with Banks
December 2015 – Company engages with Bonds
January 2016 – Interest payments on bonds not made
February 2016 – NDAs entered into
February 2016 – Forbearance agreements entered into
February 2016 – SISP developed and commenced
March 2016 – Due diligence by bidders
April 2016 – final bids due
April 2016 – Creditor/Catalyst proposal developed
April 19, 2016 – Support Agreement entered into
April 27, 2016 – CCAA proceedings commenced
May 6, 2016 – Support deadline; 75.07% of Noteholders support
May 7, 2016 – Alternative Offer #1 received and rejected by IC
June 8, 2016 – US Chapter 15 proceedings commenced

7. Appendix A – Pacific – Timeline (cont’d)
June 13, 2016 – Colombian Ley 1116 proceedings commenced
June 22, 2016 – DIP closing
June 30, 2016 – Meeting Order obtained
August 16, 2016 – Alternative Offer #2 received
August 17, 2016 – Creditor approval of CCAA plan
August 22, 2016 – IC rejects Alternative Offer #2
August 23, 2016 – Court approval of CCAA Plan
October 11, 2016 – Chapter 15 recognition of CCAA Plan obtained
November 2, 2016 – Closing
Time spent restructuring = approximately 1 year
Time spent in court = approximately 4 months

8. Appendix B – Lightstream – Timeline
July 12, 2016 – Sign Support Agreement with 91.5% of 2Ls
July 13, 2016 – CBCA Preliminary Interim Order obtained
August 5, 2016 – CBCA Interim Order obtained:
CBCA meetings scheduled for September 13, 2016
CBCA meetings later rescheduled to September 30, 2016
August 26, 2016 – New 1L commitments received
September 19, 2016 – CCAA process announced; CBCA ended
September 26, 2016 – CCAA Initial Order obtained
October 28, 2016 – end of Phase 1 sale process
November 15, 2016 – “Threshold Motion” on Oppression case
November 21, 2016 – end of Phase 2 sale process
December 7, 2016 – Leave to appeal on “Threshold” decision
December 8, 2016 – CCAA Approval and Vesting Order obtained
December 29, 2016 – closing of credit bid sale

9. Appendix B – Lightstream – Timeline (cont’d)
Time spent restructuring = approximately 8 months
Time spent in court = approximately 5-1/2 months