Barristers & Solicitors Bay Adelaide Centre 333 Bay Street, Suite 3400 Goodmang Toronto, Ontario M5H 2S7 Telephone: 416.979.2211 Facsimile: 416.979.1234 goodmans.ca
Direct Line: 416.597.4285 Email: [email protected] June 24, 2016
Koskie Minsky LLP 20 Queen Street West, Suite 900 Toronto, Ontario M5H 3R3
Attention: Andrew J. Hatnav
Dear Mr. Hatnay
Re: Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. (collectively,"Co-op Atlantic")
We are in receipt of your motion record served yesterday evening concerning your request for an adjournment of Co-op Atlantic's motion scheduled for June 27, 2016. Following our recent discussions and exchange of correspondence, we have consulted with the Monitor and a number of Co-op Atlantic's stakeholders regarding your firm's involvement in the CCAA proceedings.
Based on these discussions, Co-op Atlantic is not prepared to consent to an adjournment of the June 27, 2016 motion. Co-op Atlantic believes that bringing forward its CCAA plan of compromise and arrangement without delay is in the best interests of its stakeholders, including the employee and pension interests at stake.
Co-op Atlantic's view is informed by the following factors:
• The Co-op Atlantic Retirees Association, which has a membership of approximately 270 retirees, has taken an active interest in the CCAA proceedings and has previously consulted with the Pension Administrator on matters arising from the CCAA proceedings.
• We are aware that your firm previously sought to become engaged in the proceedings by approaching the Retirees' Association in March 2016, and the Retirees' Association declined to support the engagement your firm. We also understand that, in June 2016, the Retirees' Association again declined requests to support the engagement of your firm out of a concern that actions taken at this stage to interfere with the approved settlement could have a negative impact on the outcomes for the Pension Plan.
• Employee and pension interests have been extensively and ably represented throughout these proceedings through the efforts of Unifor, the United Food and Commercial Workers Union and the Pension Administrator. The Pension Administrator's stated Goodmang Page 2
mandate includes representing the financial interests of the Pension Plan and working to maximize the Pension Plan's ability to pay benefits to the Pension Plan beneficiaries.
We are now at an advanced stage of the CCAA proceedings. What remains is a distribution of the remaining proceeds to Co-op Atlantic's unsecured creditors. Based on the current status of claims filed, Co-op Atlantic anticipates that over 70% of the remaining proceeds will be distributed to the Pension Plan and former employees. The proposed CCAA Plan, if implemented, will also preserve certain contingent entitlements for the benefit of the Pension Plan beneficiaries.
Co-op Atlantic's remaining resources are limited, and we are seeking to the make the final distributions to creditors and complete the CCAA proceedings as efficiently and cost-effectively as possible. In the circumstances, further delay in the proceedings is not warranted, and we do not believe that it is a productive use of Co-op Atlantic's remaining resources to fund actions by your firm that could prolong the CCAA proceedings and disrupt the restructuring settlement that has already been achieved with the input and agreement of various well-represented employee and pension interests.
Once again, we respectfully acknowledge that the reductions to the Pension Plan are a very serious and difficult issue for the people affected. We understand your clients' desire for representation, and we are prepared to work with you on the terms of an appropriate representative counsel order that does not result in costs to Co-op Atlantic's estate or delays to the CCAA process.
However, delaying Co-op Atlantic's efforts to bring forward a CCAA Plan is not in the best interests of any stakeholder. To the contrary, further delays and litigation could reduce the amounts available for distribution and could adversely affect the interests of the former employees and the Pension Plan. Accordingly, we do not consent to your request for an adjournment.
We are available to speak with you or your clients to address these matters further and to provide any additional background or other information that you may require.
Yours truly,
ans LLP,
Robert J. Chadwick cc: Bryan Inglis (Co-op Atlantic) Logan Willis (Goodmans LLP)
STIKE MAN ELLIOTT
Stikeman Elliott LLP Barristers & Solicitors
5300 Commerce Court West, 199 Bay Street, Toronto, Canada M5L 1B9 Tel: (416) 869-5500 Fax: (416) 947-0866 www.stikeman.com
Andrea Boctor Direct: (416) 869-5245 E-mail: [email protected]
BY E-MAIL June 24, 2016 File No.: 041895.1001
Andrew J. Hatnay Koskie Minsky LLP 20 Queen Street West Suite 900, Box 52 Toronto ON M5H 3R3
Dear Mr. Hatnay:
Re: Co-op Atlantic, Co-op Energy Ltd., C.A. Realty Ltd. (CCAA) Co-op Atlantic Employees' Pension Plan Court File No.: SJM-98-15
As you know, we represent the Eckler Ltd. ("Eckler") in its capacity as the administrator of the Co-op Atlantic Employees' Pension Plan (the "Pension Plan").
We have received a copy of your Responding Record in respect of the motion returnable on Monday June 27th, as well as your earlier letter to the Service List dated June 15th, 2016.
We understand that you intend to seek an adjournment to the Company's motion and an opportunity to bring a motion at a later date to have your retainer by Ms. DiDomenicantonio converted to a representative retainer. Should it be necessary, the Pension Administrator will file affidavit material in response to that motion if and when it is brought. In the meantime, we felt it necessary to respond to some of the points raised by you through your client's affidavit, so that your client and the TORONTO Court may have the benefit of it in considering your adjournment request. MONTREAL Role of Eckler as Pension Administrator OTTAWA
As you are aware, Eckler was appointed as the administrator of the Pension Plan by CALGARY the Superintendent of Pensions for the Province of New Brunswick (the VANCOUVER "Superintendent") on June 30, 2015. A copy of the appointment letter is available on the Monitor's website and is attached as Schedule A. NEW YORK
LONDON As administrator, Eckler has all of the rights and duties of an administrator under the Pension Benefits Act ("PBA"), including the right to commence (and settle) SYDNEY litigation on behalf of the Pension Plan. Section 53 states:
6578343 v3 2 STIKEMAN ELLIOTT
53. The administrator may commence proceedings in a court of competent jurisdiction to obtain payment of contributions due under the pension plan, this Act and the regulations.
Claims filed by Eckler on behalf of the Pension Plan (which included a deemed trust claim under section 51 of the PBA), and settled pursuant to the Settlement Agreement, were done so by Eckler in its capacity as administrator of the Pension Plan and in keeping with its authority to do under section 53 of the PBA.
You appear to draw a distinction between the rights and responsibilities of a "wind- up administrator" appointed by the Superintendent under section 63 of the PBA and other administrators under the PBA. We see no such distinction, nor is it relevant in this instance as Eckler was appointed under section 52 1 of the PBA at that time when the Pension Plan was on-going. Please refer to the appointment letter in this regard.
Information to all Members
Through your client's affidavit, you imply that it was not until sometime in May that your client was aware of Eckler's role as administrator, or that pensions could or would be reduced as a result of the CCAA proceeding, and you reference Pension Notices #4 and #5 (which were sent on April 4, 2016 and May 17, 2016, respectively). In fact, notice of the settlement was sent on May 2, 2016 to all Members.
Over the course of Eckler's appointment to date, Eckler sent a total of 5 Pension Notices to all members of the Pension Plan ("Members"), each of which was supplemented by Q&As or other summary and supplementary information which provided, among other things, information on Eckler's role as the administrator, these CCAA proceedings, reductions to pensions-in-pay, the funded status of the Pension Plan, and the wind-up of the Pension Plan. All notices are publically available on a link through Eckler's website established for that purpose (http:/ /cooppension.eckler.ca ) and are attached hereto at Schedule B.
Pension Notice #1 dated July 15, 2015, informed Members that Eckler had "the responsibility of ensuring that the Plan's financial interests are represented in both the CCAA proceeding and restructuring of the Co-op Atlantic businesses." It further stated that Eckler "will continue to assert the rights of the Plan as a major financial stakeholder during the CCAA process". Pension Notice #1 also warned members that pension-in- pay will "likely be reduced".
Pension Notice #2 dated September 11, 2015 informed members of the July 20, 2015 orders issued by the Superintendent and indicated that the Pension Plan is approximately 70% funded, and that "pensions-in-pay will be reduced on an interim basis to reflect (and protect) the current funding level of the Plan". The notice concludes
Section 52 of the PBA states: 52. If the administrator of the pension plan is the employer and the employer is bankrupt or insolvent, the Superintendent may act as administrator or appoint an administrator of the plan.
6578343 v3 3 STIKEMAN ELLIOTT by stating that Eckler "will monitor Co-op Atlantic's CCAA proceedings in order to ensure the Plan's rights are protected in that process".
Pension Notice #3 dated February 5, 2016 provided an update on the CCAA process and indicated that "Eckler and its lawyers (Stikeman Elliott LLP) will continue to assert the Plan's creditor rights as the Court considers these issues." It also indicates that "a pension reduction of approximately 30% may be necessary" and encourages retirees to "Make you voice heard" and suggests a number of ways to do so, including contacting union officials the Retiree Association, and Eckler directly, together with contact information for each.
All notices encouraged Members to contact Eckler with any questions about the CCAA process and/or their pension through email or a toll free number established by Eckler for that purpose.
Pursuit of Pension Claims
The funded status of the Pension Plan has been Eckler's focus since its appointment. Pursuant to the authority provided to Eckler under the PBA, Eckler considered and pursued claims in respect of the Pension Plan to maximize its recovery. This has included filing the Proof of Claim (attached as Schedule C) and negotiating the Settlement Agreement which was approved by Justice Stephenson on April 28, 2016.
Eckler's Proof of Claim and the manner in which this claim was litigated formed the basis of many Court materials, and involved the Court itself at numerous hearings and conference calls. Throughout these filings and appearances, all parties involved dealt with Eckler as the representative in respect of the Pension Claims being filed.
You have included some references in Ms. DiDomenicantonio's Affidavit to elements of the Settlement Agreement. Once you have had an opportunity to review the motion materials including the Monitor's Report filed in support of the April 28th motion to approve the Settlement Agreement, as well as Justice Stephenson's endorsement, we trust that this will provide you and your client the further context you need in respect of the settlement.
Going forward, we see Eckler's ongoing role as administrator as including addressing any remaining issues that arise in the CCAA Proceedings, the Plan of Arrangement, completion of the pension wind up process including the final distribution of plan entitlements. All retirees have already been invited to provide input into those items.
Involvement of other Parties
In addition to encouraging feedback form Members generally, since its appointment Eckler has consulted regularly with the Retiree Association, the unions and their counsel and the Superintendent. All were supportive of the Settlement Agreement.
6578343 v3 4 STIKEMAN ELLIOTT
Your Earlier Involvement in this Matter
We understand that in March 2016, you reached out to members of the Retiree Association, including Johan Spiering, to outline your proposed involvement and arguments relating to the deemed trust which you thought were beneficial to pursue. Your email to Mr. Spiering is attached Schedule D and was forwarded to our client. They appear to be the same arguments you are raising now, which as we noted above, were considered in this process.
We trust that this provides you with further information with respect to this matter.
Yours truly,
Andrea Boctor
AB/as
6578343 v3 ta". OIALE A
FINANCIAL ANO COMMISSION DES SERVICES CONSUMER SERVICES FINANCIERS ET DES SERVICES COMMISSION AUX CONSOMMATEURS
recp. o • n • protection
June 30, 2015
Mr. Derek Gerard Eckler Ltd. 1969 Upper Water Street, Suite 503 Halifax, NS B3J 3R7
Mr. Gerard:
Re: Co-op Atlantic Employees' Pension Plan/Co-op Atlantic Shared Risk Plan NB Reg. # 0347369
On June 25, 2015, Co-op Atlantic sought and was granted protection from its creditors under the Companies' Creditors Arrangement Act, with the requisite declaration of insolvency.
Co-op Atlantic, the employer under the above-mentioned defined benefit plan, is the administrator of the Co-op Atlantic Employees' Pension Plan.
Co-op Atlantic applied to convert the Co-op Atlantic Employees' Pension Plan to a shared risk plan effective January 1, 2013. An interim Board of Trustees has been operating the pension plan as a shared risk plan since that time. The conversion has not yet been registered by the Superintendent of Pensions due to the fact that there has been a dispute between the parties involved over the Funding Policy and due to the financial position of Co-op Atlantic.
Since the conversion is not yet registered, the jurisdiction of either Co-op Atlantic or the Board of Trustees to act on behalf of the pension plan is uncertain. Also, pursuant to section 52 of the New Brunswick Pension Benefits Act, if the administrator of the pension plan is the employer and the employer is insolvent, the Superintendent may act as administrator or appoint an administrator of the plan.
Therefore, pursuant to section 52 of the New Brunswick Pension Benefits Act, effective immediately I hereby appoint Eckler Ltd. as the temporary administrator of the above-mentioned pension plan. This appointment does not affect the current arrangements for the day-to-day administration/operation of the pension plan which are currently handled by the Board of Trustees working in conjunction with Eckler Ltd.
Please note that section 19 of the Act states that the administrator of a plan is not entitled to any benefit from the pension plan as administrator other than fees and expenses related to the administration of the pension plan and permitted by law or provided for in the plan. I ask that all invoices for services performed by Eckler Ltd. in its role of administrator be submitted to this office for approval.
200..225, rue King Street FCNB.CA Fredericton (N.B.) E3B 1E1 (866) 933-2222 Please contact me if you require any additional information.
Sincerely,
Angela Mazerolle Superintendent of Pensions
cc. Jana Steele, Osier Robert Chadwick, Goodmans Pension Plan Information I Eckler Ltd. SCHeoULE e Page 1 of 2
Pension Plan Information I Renseignements sur le regime de retraite Eckler Ltd. Eckler tee
Co-op Atlantic Employees Pension Plan/Shared Risk Plan
Quick links to Plan information:
• Eckler presentation to Retiree Association, May 19, 2016 (May 23, 2016)
• Pension Notice #5 (May 17, 2016) • Pension Litigation Settlement Summary (May 17, 2016)
• Attention retirees: Please review your tax deductions (May 4, 2016) • Invitation to meeting (May 2, 2016)
• Pension Notice #4 (April 4, 2016)
• Wind-up Notice (February 5, 2016) • Pension Notice #3 (February 5, 2016) • Q&A (February 5, 2016)
• Summary of Plan Rules Under Review (September 30, 2015) • Pension Notice #2 (September 11, 2015)
• Pension Notice #1 (July 15, 2015) • (NA (July 15, 2015)
For information on the CCAA proceedings and access to materials filed in court, click here.
Email preferred
http://cooppension.eckler.ca/ 6/24/2016 Pension Plan Information I Eckler Ltd. Page 2 of 2
Mailings cost the Plan about $1,000 in postage alone. To help keep costs down, please send an email to cooppensionPeckler.ca and include your full name and date of birth to receive future communications by email.
Retirees: Confirmation of Personal Information
Please review, sign and return your Confirmation of Personal Information form as soon as possible. This was mailed to current retirees in early April and is a critical step in the process of finalizing pension benefits.
Copyright © 2015 Eckler Ltd. All rights reserved. Privacy Policy I Terms of Use — Eckler ltee 2015 J Politique de confidentialite Modalites d'utilisation
http://cooppension.eckler.ca/ 6/24/2016
Pension Notice
For oil 'five a members of is Co-op Atlantic Emp Plan/Share l Risk Plan
This notice is intended to bring you up to date on recent developments affecting Co-op Atlantic Employees' Pension Plan/ Shared Risk Plan (the "Plan").
Change in Plan Administrator
As you are probably aware, Co-op Atlantic, Co-op Energy Ltd., and C A Realty Ltd. filed for protection from creditors under the Eckler has assumed Companies' Creditors Arrangement Act ("CCAA") on June 25, 2015. full responsibility for the ongoing operations As a result of the CCAA filing, the New Brunswick Superintendent of Pensions (the "Superintendent") appointed Eckler Ltd. as the interim and oversight of the Administrator of the Plan on June 30, 2015. Eckler is a major Plan. Canadian actuarial consulting firm with a long history of providing actuarial, pension governance and advisory services.
Eckler has assumed full responsibility for the ongoing operations and oversight of the Plan. This includes the responsibility of ensuring that the Plan's financial interests are represented in both the CCAA proceeding and restructuring of the Co-op Atlantic businesses. Eckler will be working alongside experienced legal counsel at Stikem an Elliott LLP, who will assist Eckler in carrying out their duties as Administrator.
There are many questions about the future of the Plan. Eckler's job is to work with the Superintendent, government, Co-op Atlantic, and other pension stakeholders (including member representatives) to maximize the Plan's ability to pay benefits.
Current status of the Plan
An application to convert the Plan from a defined benefit pension plan to a shared risk plan was filed in December 2012, with an effective date of January 1, 2013. The conversion was communicated to all Plan members at that time, and the Plan has been operating as a shared risk plan since then. However, the shared risk conversion is not yet complete and has not yet been approved by the Superintendent. Even if it had been completed, the Superintendent has the authority to void any shared risk conversion for a plan that winds up within the first five years following conversion. To further complicate matters, the Plan has members with employment service in several provinces—each of which has its own pension legislation that must be considered.
Eckler Co-op Atlantic Employees' Pension Plan/Shared Risk Plan (Registration #0347369) AS I ES
Workforce reductions and contributions to the Plan On June 20, 2015, Co-op Atlantic sold its grocery and gas bar businesses to Sobeys Inc. As a result of the sale, the CCAA filing, and other developments, approximately 400 members of the Plan are—or will soon be—no longer employed by Co-op Atlantic.
Eckler has been advised by Co-op Atlantic that it intends to continue to make "permanent contributions" to the Plan at the rate of 8.5% of pay (equal to employee contributions), and that it will continue to make "temporary payments" of 3.2% of pay. But it is important to note that the workforce reductions translate into a smaller payroll base and less money flowing into the Plan.
Financial status of the Plan As required by legislation, Eckler is preparing a valuation of the Plan as of December 31, 2014. The results of this valuation will be presented to the Superintendent and shared with Plan members Media reports and other stakeholders. In addition, Eckler is considering the financial impact on the Plan of the workforce reduction and CCAA providing estimates of proceedings, and will present those findings to the Superintendent the Plan deficit or together with recommendations on the future of the Plan. other Plan information Media reports providing estimates of the Plan deficit or other Plan should be treated with information are based on speculation and should be treated with caution. caution. Eckler will provide updates on the financial status of the Plan as information becomes available.
Short-term steps to protect Plan members In the short term, Eckler must take a number of steps to ensure that all members' interests are protected. Some of these steps may affect you.
• Monthly pension payments will continue Monthly pension payments to retirees will continue, but will likely be reduced on an interim basis. The reduction is necessary for two reasons: to reflect (and protect) the current funding level of the Plan, and to protect pensioners from facing an additional reduction due to "over- payments" when the final payout level is determined. Further information on the timing and amount of any reduction will be provided in the coming weeks.
• Transfers out of the Plan are "frozen" All lump-sum transfers out of the Plan are "frozen," so that Eckler and the Superintendent may assess the impact of the workforce reduction and CCAA proceedings before releasing further funds. The freeze is a prudent step that will help to ensure fair treatment of all Plan members.
Please refer to the Q&A for further information.
Eckler Co-op Atlantic Employees' Pension Plan/Shared Risk Plan (Registration #0347369) CO N SULTA N TS • ACTUARIES
Other actions by the Administrator Due to the complexity of the Plan's situation, in combination with the significant job losses and the CCAA process, Eckler is also taking the following steps:
• Asserting the Plan's rights in the CCAA proceedings Eckler and Stikeman Elliott LLP will continue to assert the rights of the Plan as a major financial stakeholder during the CCAA process. Our goal is to achieve the best possible outcome for the Plan under the circumstances.
• Providing information to all Plan stakeholders Our goal is to Eckler will provide information to all members of the Plan and achieve the best other stakeholders—including the UFCW, UNIFOR, retiree and other member representatives—as it becomes available. For possible outcome efficiency, Lise Robichaud, Co-op Atlantic Human Resources for the Plan under Department, will assist Eckler with Plan administration and the circumstances. member communications for the time being. Annual statements are currently being prepared (see Q&A).
• Making ongoing recommendations to the Superintendent Eckler will make ongoing recommendations to the Superintendent based on its analysis and developments in the CCAA proceedings.
Important links and contact information
• A copy of this notice, along with ongoing updates, will be posted online at cooppension.ecklerca. Other relevant communications and links will also be posted on this site.
• If you wish to update your personal information, please contact Lise Robichaud at (506) 858-6423. Eckler will provide updates as information becomes available.
• If you would like to receive information by email, please send an email request to cooppensionneckler.ca, including your full name and year of birth. Otherwise, information will be mailed to your home address.
• For questions about the CCAA proceedings please contact Eckler at cooppensioneckler.ca or 1-888-544-5514.
• To contact the New Brunswick Superintendent of Pensions:
Toll free: (866) 933-2222 Fax: (506) 457-7266
200-225 King Street Fredericton, NB E3B 1E1
Prepared by Eckler Ltd.
Eckler Co-op Atlantic Employees' Pension Plan/Shared Risk Plan (Registration #0347369) coNsuLTANris + ACTUAWES July 15, 2015
Q&A
ex/ members of the Co-op Atlanti
1. What types of transfers out of the Plan are "frozen"? • Transfers for members who are no longer employed by Co-op Atlantic, and who would otherwise have the option to transfer the lump-sum value of their pension out of the Plan; • Transfers resulting from marriage breakdown; and • All other transfers, unless approved by the Superintendent.
2. Why are you "freezing" transfers out of the Plan? All lump-sum transfers out of the Plan are "frozen," so that Eckler and the Superintendent may assess the impact of the workforce reduction and CCAA proceedings before releasing further funds. The freeze is a prudent step that will help to ensure fair treatment of all Plan members.
3. When will the "freeze" be lifted? The "freeze" will be lifted once the future of the Plan and its funding level are known, and the Superintendent gives the approval. We expect this process to take some time. Although we are working very hard to sort through the difficult question of what will eventually happen to the Plan, many things are beyond our control. We'll continue to give you updates as they become available.
4. Can I start my pension while the "freeze" is on? You may start your pension while the freeze is on, provided Eckler has the approval of the Superintendent. But you should be aware of two things. First, your pension will be reduced at the same time and at the same level as other pensions-in-pay. Second, under current legislation, once you start your pension, you can't reverse that decision later and opt for a lump-sum transfer instead. Starting your pension is an important decision and we recommend that you get advice from a qualified, independent financial advisor before making up your mind.
5. Why will pensions - in - pay be reduced? Pensions-in-pay will likely be reduced on an interim basis for two reasons: to reflect (and protect) the current funding level of the Plan, and to protect pensioners from facing an additional reduction due to "over-payments" when the final payout level is determined. We know that a reduction in pensions will be difficult and are working with stakeholders, including the Superintendent, to determine the appropriate reduction under these challenging circumstances.
6. How much will pensions - in - pay be reduced? We are currently working with the Superintendent to determine what the interim reduction should be. Under current pension legislation, when a plan winds up, the administrator must buy an annuity (a lifetime pension) from a Canadian insurance company for each member receiving a pension. Unfortunately, the low interest rates we have been experiencing make the cost of buying annuities very high. We will have to take this into account in our recommendations to the Superintendent. We will communicate the exact amount of the interim reduction to you in the coming weeks. Keep in mind that this interim reduction may be adjusted from time to time as decisions are made about the future of the Plan and its funding level evolves. alder Co-op Atlantic Employees' Pension Plan/Shared Risk Plan (Registration #0347369) CONSULTANTS + ACTUARIES 2
7. Will the reduction in pensions-in-pay affect the Plan's claim in the CCAA proceedings? No. The reduction is based on the Plan's current ability to pay and will have no impact on the Plan's rights as a creditor of Co-op Atlantic. Any money the Plan receives in the CCAA proceedings will directly affect the amount of pension that can be paid from the Plan.
8. When will we know the final payout level for pensions - in - pay? The final payout level will depend on what happens with the Plan over the long term. We will provide further information as it becomes available.
9. What will eventually happen to the Plan? At this time, we don't know and we are exploring all options in order to maximize Plan member benefits. A partial wind-up of the Plan may be required due to the high number of job losses. A key purpose of a partial plan wind-up is to ensure the rights of all Plan members (those leaving and those remaining) are considered before any final decisions and distributions are made.
Whether the Plan winds up in full will depend on the outcome of the CCAA proceeding and negotiations with various stakeholders. If the P Ian continues, it is unlikely to continue in its current form.
10. When will I receive my annual pension statement for 2014? Annual statements must be provided to active members on or before September 30, 2015. Eckler is working with the Co-op Atlantic Human Resources Department to complete annual statements for members who were actively contributing to the Plan as of December 31, 2014. These statements will give members a snapshot of their pension benefits as of that date.
11. How will I receive further communications? Eckler will provide copies of all communications and ongoing updates at cooppension.eckler.ca . If you would like to receive information by email, please send an email to cooppensioneckler.ca, including your full name and year of birth. Otherwise, information will be mailed to your home address.
12. If I have a question that is not answered above, who should I call? We encourage you to visit cooppension.ecklerca as we will continue to update the Q&As based on the questions we receive from members. If you are still unable to find an answer to your question, please email cooppensioneckler.ca or call 1-888-544-5514.
If you wish to update your personal information, please call Lise Robichaud at (506) 858-6423. Eckler will provide updates as information becomes available.
Eckler Co-op Atlantic Employees' Pension Plan/Shared Risk Plan (Registration #0347369) CONSULTANTS ACTUARIES September 11, 2015
Pension Notice #2
For all active, inactive and retired members and any other person entitled to benefits under the Co-op Atlantic Employees' Pension Plan/Co-op Atlantic Shared Risk Plan
This notice is intended to bring you up to date on important developments affecting the Co-op Atlantic Employees' Pension Plan/Co-op Atlantic Shared Risk Plan (the "Plan").
1. Two important orders from the Superintendent
On July 17, 2015, the New Brunswick Superintendent of Pensions (the "Superintendent") issued two important orders affecting the Plan.
Order 1: Operate the Plan as a defined benefit plan
In 2012, Co-op Atlantic decided to convert the Plan from a defined benefit (DB) plan to a shared risk plan effective January 1, 2013. Since then, the Plan has been funded and administered as a shared risk plan. However, the shared risk conversion is not complete and has not been approved by the Superintendent. This means the Plan is still a DB plan and, according to the Superintendent's order, must be funded and administered as a DB plan based on the plan rules that were in place before December 31, 2012 (i.e., the rules as they existed on December 30, 2012).
Eckler is calculating the amount Co-op Atlantic owes to the Plan to fund it on a DB basis effective January 1, 2013. This amount will be significantly more than Co-op Atlantic paid into the Plan on a shared risk basis. How much money the Plan actually receives will depend on Co-op Atlantic's ability to pay and the priority of the Plan as a creditor of Co-op Atlantic.
The Superintendent has also instructed Eckler to continue to apply the shared risk rules for member benefits and contributions for the time being. These rules were communicated to members in December 2012 and will be reflected in an information package or statement that will be sent to you in the coming weeks (see "Next steps" below). Once the final status of the Plan is determined, benefits and contributions may be adjusted to reflect the appropriate terms.
Note that applying the shared risk rules for member benefits and contributions only affects the calculations for retirees starting new pensions for now, as the Plan continues to have a "freeze" in place for all other transfers.
Order 2: Partially wind-up the Plan to reflect job losses from the Sobeys sale
In order to protect the interests of all Plan members, the Superintendent ordered the Plan to be partially wound up as of June 20, 2015, the date that Co-op Atlantic's grocery and gas businesses were sold to Sobeys Inc. The partial wind-up covers all New Brunswick employees affected by the sale, including those who left Co-op Atlantic on or after April 25, 2015, and all of the Plan's New Brunswick pensioners and former employees who still have a pension in the Plan.
Eckler Co-op Atlantic Employees' Pension Plan (Registration #0347369) C,ON $01..TA t.4 Ts Ac T 1).A RN E. $ Eckler intends to file a partial wind-up report with the Superintendent in the coming months. This report will detail the Plan's assets and obligations along with a proposal to distribute those assets among all Plan members. It will likely be many months before this report is prepared as Eckler first needs more clarity on the remaining active membership at Co-op Atlantic and the assets that will be available to the Plan from Co-op Atlantic as it moves through the CCAA process. More information on the status of the partial wind-up will be provided with future updates.
The Superintendent may make changes to the partial wind-up or order a full wind-up of the Plan in the event of further job losses or if other circumstances warrant. The Superintendent may also order a partial wind-up covering members in other jurisdictions following consultation with the pension regulators in those provinces.
2. Reduction to pensions-in-pay for pensioners As mentioned in Pension Notice #1 dated July 15, 2015, pensions-in-pay will be reduced on an interim basis to reflect (and protect) the current funding level of the Plan. This will help to avoid additional reductions due to "over-payments" when the final payout level is determined. The timing and amount of such reductions have not yet been finalized. However, Eckler has determined the Plan's funding level to be approximately 70% on a "wind-up basis" as of June 20, 2015 — the partial plan wind-up date.
A "wind-up basis" assumes that retired members will receive an annuity purchased from a Canadian insurance company, along with any deferred or active members who elect to receive a pension. All others will be paid their benefit as a lump-sum transfer.
The Plan's 70% funding level reflects current low interest rates. Low interest rates make the cost of buying annuities very high and increase the amount of money needed to pay members' benefits on a wind-up basis.
Eckler is currently in discussions with the Superintendent (who is in turn in discussions with the Superintendents in Manitoba, Nova Scotia and Newfoundland) to determine the timing and amount of any reduction. We expect a reduction to pensions-in-pay to be applied in the coming months. We understand the significance and importance of this issue to members, and will provide final information as soon as it is available.
3. Pension fund investments As a result of Co-op Atlantic's CCAA filing and the Plan's partial wind-up, Eckler changed the Plan's investment strategy to eliminate exposure to stock market risk, and focus on protecting the Plan's funded status on a DB wind-up basis. As a result, the Plan was not exposed to the recent losses experienced in the broader global stock markets.
Next steps
• Retirees Once the timing and amount of the reductions to pensions-in-pay has been determined, a further communication will be mailed to each retiree in the coming weeks that sets out the exact amount of his or her pension and reduction. Retirees will also be asked to confirm their Eckler Co-op Atlantic Employees' Pension Plan (Registration No. 0347369) c..t:n4StfLTANT$ x11:7 )AciZ personal information at that time. Please review the package carefully and send us any corrections to your personal information.
• Active members as of December 31, 2014 If you are not currently receiving a pension, and you were an active member of the Plan as of December 31, 2014, you will be asked to review your personal information when you receive your annual statement, which will be mailed in the coming weeks.
• Others Anyone else with benefits in the Plan will be sent a member profile in the coming weeks that shows their personal information on file. This should be reviewed and returned to Eckler if any changes are needed.
In the meantime, Eckler will continue to work with the various pension stakeholders, and will monitor Co-op Atlantic's CCAA proceedings in order to ensure the Plan's rights are protected in that process. We will keep you informed of any developments as they unfold.
Important links and contact information
• A copy of this notice, along with ongoing updates, will be posted online at http://cooppension.eckler.ca . Other relevant communications and links will also be posted on this site.
• Please note that Lise Robichaud is no longer with Co-op Atlantic. If you wish to update your personal information for pension purposes, please contact Eckler at 1-888-544-5514 or [email protected] .
• To send information or documents to Eckler Ltd. by mail, please send to the attention of Co-op Pension, P.O. Box 34101, Scotia Square, Halifax, N.S., B3J 3S1.
• If you would like to receive information by email, please send an email request to cooppensionAeckler.ca, including your full name and year of birth. Otherwise, information will be mailed to your home address.
• For questions about the CCAA proceedings please contact Eckler at cooppensionecklerca or 1-888-544-5514.
• To contact the New Brunswick Superintendent of Pensions:
Toll free: (866) 933-2222 Fax: (506) 457-7266
200-225 King Street Fredericton, NB E3B 1E1
Eckler Co-op Atlantic Employees' Pension Plan (Registration No. 0347369) Co-op Atlantic Employees Pension Plan/Shared Risk Plan Summary of plan rules under review
In 2012, Co-op Atlantic decided to convert the plan from a defined benefit (DB) plan to a shared risk plan as of January 1, 2013. Since then, the plan has been funded and administered as a shared risk plan. However, the shared risk conversion is not complete and has not been approved by the Superintendent. This means the plan is still a DB plan and, according to the Superintendent's July order, must be funded and administered as a DB plan. For the time being, the Superintendent has also instructed Eckler to continue to apply the shared risk rules for member benefits and contributions. These rules were communicated to members in December 2012 and are shown in the table below. Once the final status of the plan is determined, benefits and contributions may have to be adjusted to reflect the appropriate plan terms. Note that there is a "freeze" on all transfers out of the plan, but you may start your pension while the freeze is on.
Contributions DS pension plan to Dec,... 31, 2912 ., hared risk plan rules from Jan. , 2013 Member You contribute 5% of your pay up to the Year s Maximum You contribute 8.5% of pay Pensionable Earnings (YMPE) set by the Canada Revenue Agency, cd..s 7% of pay above YMPE.
Pay is your base pay, excluding overtime pay and bonuses.
Employer Same as employee contributions, plus additional special payments Co-op Atlantic contributes 11.7% of pay (8.5% of pay, plus as required. special contributions of 3.2% of pay for up to 15 years to further strengthen benefit security);
Additional You may make additional voluntary contributions up to Income Additional voluntary contributions are not accepted. voluntary Tax Act limits. Pension benefits Da pension earned before Jan. 1, 2013 Pension earned after Dec. 31, 2012
Pension formula • You earn an annual pension of 2% of your best average You earn an annual base pension of 1.2% of pay per year of service. earnings per year of service up to June 30, 2010, plus • For each year of service after June 30. 2010, you earn an annual pension of: - 1.4% of your pay up to the YMPE, plus - 2.0% of pay above YMPE.
Best average earnings is the average of your five highest years of annual base pay out cf the last 15 years up to June 30, 2010, and frozen at that date.
"Normal" or base If you have a spouse. your pension is calculated based on Whether you are single or have a spouse, your ;pension form of pension providing a continuing lifetime pension of 66 24% to the is calculated based on a lifetime pension with a 10-year survivor after the first death. guarantee period. However, if you have a spouse. pension regulations in your province may require you to take a 01:11e; • forms of If you are single, your pension is calculated based on a lifetime reduced pension to provide a continuing lifetime pension to pension are also pension with a 10-year guarantee period. available your spouse if you die first.
Note: the definition of spouse will depend od the of uvirce where you live.
. Over .4:4:s, Pension benefits , -.:A DB pension earnetbfire Jan. 1, 2013 1, ...•. Pension earned after Dec. 31 i 2012 Early retirement • If you are at least age 55. you may retire early with an unreduced You may retire any time after you reach age 55 with a pension reduced by pension if you reach: 5% for each year before age 65. - the "rule of 90" (age plus service equal 90), or - 35 years of service. • If you are at least age 55, you may retire early with a pension reduced by 4% for each year before age 65, • A December 31, 2012 plan amendment that affects these rules is under review.
Cost of living Increases Increases have been granted to retirees from time to time based on the Increases will be set by the trustees based on the shared risk plan's after retirement funded status of the plan. funding policy.
Termination You have two options: You have two options: • Leave your pension in the plan and begin collecting it when you reach • Leave your pension in the plan and begin collecting it when you reach age 65, or any time after age 55 with a reduction, or age 65, or any time after age 55 with a reduction, or • Transfer the cash value of your pension or contributions with interest, • Transfer the termination value of your pension (or contributions with whichever is greater, to another registered pension plan, a locked-in interest, whichever is greater) to another registered pension plan, a registered retirement account, or an insurance company to purchase locked-in registered retirement account, or an insurance company to a life annuity. purchase a life annuity.
Termination value is the cash value of your pension at age 65 (calculated using the funding policy's 4.5% interest rate), but based on the plan's funding at the time of your transfer If the.plan has a funding shortfall at that time, your cash value will be reduced in line with the funding level For example, if the cash value of your pension is 550.000 and di-, plan has a Hr Icied ratio of 70%. the termination value will be $35,000 ($50,000 multiplied by 70%). Cash value is the lump sum of money needed to t..in,_I your pennon benefit, and is calculated using current prescribed interest rates. Note: If you live outside New Brunswick, the minimum raeric,Dn standards will apply to your termination benefits.
If you die: If you do not have a spouse, your beneficiary or estate will receive the If you do not have a spouse, your beneficiary or estate; rill rue the greater of: greater of: Before retirement a refund of your contributions plus interest. or a refuncicf your contributions plus interest, or the cash value of your pension. the termination value of your pension.
If you have a spouse at the time of your death, and: If you have a spouse when you die, and: • you are under age 55. your spouse receives the cash value of your you are under age 55, your spouse receives the termination value of pension or contributions plus interest, whichever is greater your your pension (or contributions plus interest. whichever is greater) and spouse may transfer it to a locked-in RRSP, or to an insurance may transfer it to a locked-in RRSP, or to an insurance company to company to buy a life annuity (lifetime pension) starting now or later. buy a life annuity (lifetime pension) starting now or later. • you are age 55 or older, your spouse receives the greater of the cash you are age 55 or older, your spouse receives an immediate pension value of your pension, or an Immediate pension for life equal to 661/2% for life equal to 661/2% of the pension that you would have received it of the pension that you would have received if you had retired or the you had retired on the date of your death. date of your death.
This survivor benefit will be reduced if your spouse is more than throe years younger than you.
After retirement Survivor benefits depend on the form of pension you choose at the time Survivor benefits will depend on the form of pension you choose at the of retirement. time of retirement.
Provincial If YO!' live outside NeW Brunswick, the minimum pension standards in your province will apply. minimum standards Eckler Co-op Atlantic Employees' Pension Plan (Registration #0347369) 4 .,,t; February 5, 2016
Pension Notice #3
Co-op Atlantic Employees' Pension Plan/Co-op Atlantic Shared Risk Plan (the "Plan')
This notice is intended to bring members, former members, and any others entitled to benefits under the Plan up to date on important developments affecting the Plan.
1. Full wind-up of Plan as of December 31, 2015
The New Brunswick Superintendent of Pensions (the "Superintendent") ordered a full wind-up of the Plan as of December 31, 2015. The full wind-up, together with the partial wind-up order effective June 20, 2015, includes all members, former members and any others entitled to benefits under the Plan.
As Plan administrator, Eckler will prepare a "wind-up report" and file it with the Superintendent. This report will detail the Plan's assets and members' benefits, and propose how to distribute those assets among Plan members. The wind-up process is complex given the Plan's unique history and attempted efforts to convert to a shared risk plan, along with the ongoing CCAA proceedings. As a result, we do not expect the wind-up report to be filed before June of 2016.
2. CCAA process
The Court has approved the sale of nearly all of Co-op Atlantic's assets; however, it has yet to decide the priority of the company's creditors or approve any distribution of assets. Eckler and its lawyers (Stikeman Elliott LLP) will continue to assert the Plan's creditor rights as the Court considers these issues. This process is on-going. The Plan's estimated funding level does not take into account any recovery of company assets that the Plan might receive in the CCAA process. Any recovery would improve the Plan's funding level.
3. Reductions to pensions-in-pay
Pension Notice # 2 said we estimate a pension reduction of approximately 30% may be necessary based on our early estimate of the Plan's funding level as of June 20, 2015. Eckler is in the process of updating the estimated funding level as of December 31, 2015, and the estimated reduction may change once the funding level is finalized.
We expect the Superintendent to approve a reduction to pensions-in-pay in line with the Plan's estimated funding level. A reduction may occur as early as April, 2016. A further notice will be provided once approval for any reduction is received.
Any member who is at least age 55 may choose to start his or her pension, which will also be reduced along with other pensions-in-pay.
Eckler Co-op Atlantic Employees' Pension Plan (Registration #0347369) coNsuciANTs s AcrummEs 2
4. Pension fund investments As previously reported, Eckler has revised the Plan's investment strategy to preserve and protect the Plan's funding level. This means that the Plan has not been exposed to any losses recently experienced in the global stock markets. Eckler continues to review the investment strategy for the Plan to protect the funded status and ensure the Plan is prepared to make final settlement of benefits when the time comes.
5. Make your voice heard Your input is valuable to us. Since our appointment as the Plan administrator, Eckler has consulted with union officials (and their counsel) as well as Co-op Atlantic Retiree Association leaders to gather member feedback. If you would like your views known, please contact one of these groups or Eckler directly.
If you are retired and not already a member of the Co-op Atlantic Retiree Association, you are invited to join. Please see the contact information at the end of this notice.
6. Next steps
• Retirees A letter will be mailed to you in the coming weeks that sets out the exact amount of your pension and the reduction. You will also be asked to review your personal information at that time. Please review the package carefully and send us any corrections to your personal information.
• Non-retired members In the coming months, you will receive a personal statement showing the contributions made and benefits earned under the Plan up to December 31, 2015. This statement will include the impact of the Superintendent's final decisions on the benefit formula to be used to calculate your pension. However, the statement will not include the final value of your pension benefits or your payment options. After the wind-up report has been approved by the Superintendent of Pensions, you will receive a wind-up statement that sets out your final pension benefits and your payment options. You will have 90 days to make your election and return your option form to Eckler.
• Non-retired members age 55 or older If you are age 55 or older, you are eligible to start your pension. If you are interested in starting your pension immediately, please contact us. Keep in mind, by starting your pension you may no longer be eligible for a lump-sum transfer from the Plan. We suggest you speak with an independent financial advisor for professional advice based on your personal situation. Important links and contact information
• A copy of this notice, along with ongoing updates, will be posted online at http://cooppension.eckler.ca . Other relevant communications and links are posted on this site.
• If you wish to update your personal information for pension purposes, please contact Eckler at 1-888-544-5514 or cooppensionAeckler.ca.
Eckler Co-op Atlantic Employees' Pension Plan (Registration No. 0347369) + AC TUAME$ • To send information or documents to Eckler Ltd. by mail, please send to the attention of Co-op Pension, P.O. Box 34101, Scotia Square, Halifax, N.S., B3J 3S1.
• If you would like to receive information by email, please send an email request to cooppensionRecklerca, including your full name and year of birth. Otherwise, information will be mailed to your home address.
• For information on the status of the CCAA process, follow the link posted on http://cooppension.eckler.ca . For questions about the CCAA proceedings please contact Eckler at [email protected] or 1-888-544-5514.
• To contact the Co-op Atlantic Retiree Association: Margaret Hicks, Chairman Email: maraieclhicks(qmail.com Phone: 506-856-8393 Mail: 3 Queen Mary Crescent, Moncton, NB, El A 3P7
or
Johan Spiering Email: jspierinq (roqers.com Phone: 506-382-9421
To contact the New Brunswick Superintendent of Pensions:
Toll-free phone: 1-866-933-2222 Fax: 506-457-7266 Mail: 200-225 King Street, Fredericton, NB, E3B 1 E1
Eck er Co-op Atlantic Employees' Pension Plan (Registration No. 0347369) CONSULTANT5 +► AC TUAME-$ February 5, 2016
Notice of Full Wind-up of the Co-op Atlantic Employees' Pension Plan The New Brunswick Superintendent of Pensions (the "Superintendent") ordered a full wind-up of the Co-op Atlantic Employees' Pension Plan/Co-op Atlantic Shared Risk Plan (the "Plan") effective December 31, 2015. The full wind-up, together with the partial wind-up order effective June 20, 2015, includes all members, former members, and any others entitled to benefits under the Plan. If you were entitled to severance pay, your period of severance pay will be counted as credited service in the Plan. This notice is for your information only. No action is required by you at this time. The Superintendent may amend the full-wind-up order or make further orders as needed to ensure everyone is treated fairly, as well as for administrative efficiency. Next steps 1. The Plan Administrator (Eckler Ltd.) will file a "wind-up report" with the Superintendent that sets out the financial health of the Plan as of December 31, 2015 and the pension benefits payable to members, former members and anyone else entitled to a benefit under the Plan. 2. The wind-up report must then be approved by the Superintendent. 3. After the wind-up report is approved by the Superintendent, a comprehensive information package will be sent to you, including a personalized statement setting out your pension benefit under the Plan, and the payment options available to you. More information about the full wind-up, including a copy of this notice, other pension notices provided since July 2015, and a detailed Q&A about this and other topics relating to the Plan, are available at http://cooppension.eckler.ca . Additional questions on the full wind-up may be directed to: The New Brunswick Superintendent of Eckler Ltd. Pensions Attn: Co-op Pension 200-225 King Street P.O. Box 34101, Scotia Square Fredericton, NB Halifax, NS E3B 1E1 B3J 3S1
Toll free: 1-866-933-2222 Toll free: 1-888-544-5514 e-mail: cooppensioneckler.ca
Eckler Co-op Atlantic Employees' Pension Plan (Registration No. 0347369) CON5.1j1.TANTS ACTUAMES Q&A
For all members, former members and any others entitled to benefits under the Co-op Atlantic Employees' Pension Plan/Shared Risk Plan (the "Plan")
1. What types of transfers out of the Plan are "frozen"? • The freeze applies to all lump-sum transfers out of the Plan, including: o For former or terminated employees of Co-op Atlantic who would otherwise have the option to transfer the lump-sum value of their pension out of the Plan; and o Transfers resulting from marriage breakdown.
2. Why are transfers out of the Plan "frozen"? • Pension legislation requires that all lump-sum transfers out of the Plan be frozen. The reason for the "freeze" is so that no one member is able to withdraw a greater share of pension than any other member.
3. When can the "freeze" be lifted? • The freeze will be lifted after the Plan's final funding level is set and approved by the Superintendent of Pensions of New Brunswick (the "Superintendent"). This is usually completed as part of the approval of the wind-up report. 4. Can I start my pension while the "freeze" is on? • Yes. Provided you are at least age 55 and the Superintendent approves the request, you may start your pension. This applies to all members, even those who are now working for another employer (including Sobeys, La Coop federee and Ultramar). Please be aware of two things:
1. If you start your pension, it will be reduced at the same time and to the same level as other pensions-in-pay.
2. Under current legislation, once you start your pension, you can't reverse that decision later and opt for a lump-sum transfer instead.
• Starting your pension is an important decision and we recommend that you get advice from a qualified, independent financial advisor before making up your mind.
5. How much will pensions - in - pay be reduced? • Pension Notice # 2 said we estimate a pension reduction of approximately 30% may be necessary based on our early estimate of the Plan's funding level as of June 20, 2015. Eckler is in the process of updating the estimated funding level as of December 31, 2015, and the estimated reduction may change once the funding level is finalized. Any reduction must be approved by the Superintendent. 6. Why reduce pensions for current pensioners? • We know that a reduction in pensions will be a challenge for all pensioners, however, pensions- in-pay must be reduced for two reasons:
1. Everyone's pension entitlement will have to be reduced given the Plan's funding level and Co-op Atlantic's insolvency; and
2. A reduction now will protect pensioners from facing an additional reduction due to "overpayments" once the final payout level is set. Eckler Co-op Atlantic Employees' Pension Plan/Shared Risk Plan (Registration #0347369) CONSULTANTS ' AC TUAMES 2
7. If I chose a lifetime pension with a 60% survivor pension for my spouse and guaranteed for 10 years, how does the reduction affect me? • Regardless of the form of pension payment you have chosen, your pension will be reduced to reflect the Plan's funding level. In turn, any survivor benefits that may be paid will be based on the amount of your reduced pension payments at the time of your death.
8. What will my options be once the full wind - up report is approved? • If you are retired, as required by law, Eckler will buy an annuity from a Canadian insurance company that will provide guaranteed payment of your final pension amount. • If you are not retired, you will have the following options: o If you are older than age 55: start pension payments (immediate annuity); o If younger than age 71: delay starting your pension payments to a future retirement date (deferred annuity); o Transfer your pension to a locked-in retirement account or life income fund; o Transfer your pension to your new employer's pension plan (if permitted under that plan). • You must start your pension no later than the end of the year in which you turn 71.
9. How do I know if my new employer's pension plan will permit a transfer? • Your new employer's pension plan may or may not permit the transfer. You should ask about the pension options at your new employer before you decide what to do with your Co-op Atlantic pension. We recommend that you get advice from a qualified, independent financial advisor.
10. What are the next steps in the full wind - up, and how long will it take? • The full wind-up of the Plan is complex given the attempted efforts to convert to a shared risk plan and the CCAA proceedings. As a result, we cannot provide you with a precise timeline. Once we have a better sense of the timing, we'll provide you with an update in a future Pension Notice. • Next steps include: o Gathering the final data we need to prepare the wind-up report, including 2015 contribution and service information for each member based on clear plan terms; o Collecting and reviewing the Plan's membership records, and sending each member a personalized statement. This will be used to verify your personal data used and calculate your pension entitlement; and o Preparing and filing the wind-up report with the Superintendent by June 2016. The wind- up report will set out the Plan's funding level and pension entitlements for all members, as well as recommendations for distributing the plan's assets. • Once we have the Superintendent's approval of the wind-up report, Eckler will prepare a final pension statement and payment option form for each non-retired member. This form will include full details of the options available to you. You will have 90 days to make your election and return your completed form to Eckler. • Eckler will buy annuities on behalf of retired members and non-retired members who choose a pension (instead of a lump-sum transfer). The annuities must be bought from one or more Canadian life insurance companies through a competitive bidding process. All affected members will be notified of the amount of their monthly annuity payments and the contact information for the successful insurance company/companies. While retired members can expect a reduction in their pension amounts during the transition period, there will be no interruption of monthly pension payments.
Eck er Co-op Atlantic Employees' Pension Plan/Shared Risk Plan (Registration #0347369) Co 'N S*0 LTA NTS + 3
11. How will I receive further communications? • Information will be mailed to your home address. However, if you would like to receive information by email, please send a request to cooppension©eckler.ca, including your full name and year of birth. In addition, Eckler will post all communications and ongoing updates on the website at http://cooppension.eckler.ca . 12. If I have a question that is not answered above, who should I call? • We encourage you to visit http://cooppension.eckler.ca as we will continue to update the Q&As based on the questions we receive from members. If you are still unable to find an answer to your question, please email cooppensionaecklerca or call 1-888-544-5514. • If you wish to update your personal information, please email cooppension(&,ecklerca or call 1- 888-544-5514 • Eckler will provide updates as information becomes available. 13. If I'm a retiree, who should I call if I have a question regarding health and dental benefits? • Please contact the Co-op Atlantic Retiree Association:
Margaret Hicks, Chairman Email: marqieclhicksAqmail.com Phone: 506-856-8393 Mail: 3 Queen Mary Crescent, Moncton, NB, El A 3P7
or
Johan Spiering Email: ispierincaroclers.com Phone: 506-382-9421
Eck er Co-op Atlantic Employees' Pension Plan/Shared Risk Plan (Registration #0347369) CONSULTANTS 4- AC TUAMES April 4, 2016
Pension Notice #4
Co-op Atlantic Employees' Pension Plan/Co-op Atlantic Shared Risk Plan (the Plan')
This notice is intended to bring members, former members, and any others entitled to benefits under the Plan up to date on important developments affecting the Plan.
32% interim reduction in pensions-in-pay as of May 1, 2016
The New Brunswick Superintendent of Pensions (the "Superintendent") has directed Eckler to apply a 32% reduction to all pensions and bridge benefits currently being paid to members and former members. The reduction will take effect on May 1, 2016.
As mentioned in earlier Notices, pensions-in-pay are being reduced on an interim basis to reflect (and protect) the current funding level of the Plan, while final details of the wind-up are being worked out. The 32% reduction is slightly higher than the 30% reduction estimated back in June 2015 (which was based on an estimated funding level of 70%). This is largely due to remaining uncertainty about the applicability of some of the Plan provisions.
The final payout from the Plan is still uncertain and will depend on:
• the Plan's share of the proceeds from the sale of Co-op Atlantic's The final payout assets as approved by the Court; • the Superintendent's decisions on whether certain plan provisions from the Plan is apply; still uncertain. • the results of the wind-up valuation using actual member data as of December 31, 2015 (and the final plan provisions); • the recovery of overpayments made since the wind-up of the Plan on December 31, 2015; • the price charged by the insurance company selected to take over responsibility for payment of pensions; and • actual "plan experience" between the wind-up date and the date annuities are purchased from the insurance company (including the rate of return earned on Plan assets, and member deaths).
Eck er Co-op Atlantic Employees' Pension Plan (Registration No. 0347369) CONSLIt,TANTS ri) 2
If you are currently receiving pension payments
We have enclosed a Statement of Interim Pension Reduction that sets out the amount of your current pension payment and the reduction that will be applied. We have also enclosed a Confirmation of Personal Information form that we ask you to review, sign and return in the enclosed addressed envelope.
Your pension will continue to be paid by CIBC Mellon until a Canadian life insurance company has been chosen to take over responsibility for payment of pensions. You will receive information from the insurance company at that time.
CIBC Mellon will recalculate the amount of tax to be deducted from Your pension will your pension payments based on your new pension amount and the continue to be paid by Personal Tax Credit forms (TD1) on file with CIBC Mellon. Any CIBC Mellon until a additional tax you have asked to be withheld will continue to be withheld in the same amount. To change the amount of your tax Canadian life insurance deduction, contact CIBC Mellon at 1-800-565-0479. company has been chosen to take over If you are currently receiving a form of pension that provides a survivor benefit to your spouse or a guarantee period, the survivor benefit or responsibilities for guaranteed amount will be based on your reduced pension. payment of pensions.
Once the final payout level has been determined following approval of the wind-up report, a final adjustment will be made to your pension. This adjustment will take into account any overpayments made between the wind-up on December 31, 2015 and the reduction on May 1,2016.
Non-retired members age 55 or older
If you are age 55 or older, you may start your pension on the first of any month. Please keep in mind that if you are under age 65, in addition to the 32% reduction to pensions-in-pay, you may also face an early retirement reduction. For details, please refer to the Summary of Plan Rules Under Review sent to you last fall.
Once you start your pension, you can't reverse that decision later and opt for a lump-sum transfer. Before deciding to start your pension, we suggest you speak with an independent financial advisor for professional advice based on your personal situation.
Important links and contact information
• A copy of this notice, along with ongoing updates, will be posted online at http://cooppension.eckler.ca . Other relevant communications and links are posted on this site.
• If you wish to update your personal information for pension purposes, please contact Eckler at 1-888-544-5514 or cooppensioneckler.ca.
alder Co-op Atlantic Employees' Pension Plan (Registration No. 0347369) • To send information or documents to Eckler Ltd. by mail, please send to the attention of:
Co-op Pension PO Box 34101, Scotia Square Halifax, NS B3J 3S1
If you would like to receive information by email, please send an email request to cooppensioneckler.ca, including your full name and year of birth. Otherwise, information will be mailed to your home address.
• For information on the status of the CCAA process, follow the link posted on http://cooppension.eckler.ca . For questions about the CCAA proceedings, please contact Eckler at [email protected] or 1-888-544-5514.
• To contact the Co-op Atlantic Retiree Association:
Margaret Hicks, Chairman Email: marqieclhicksdmail.com Phone: 506-856-8393
3 Queen Mary Crescent Moncton, NB E1A 3P7
or
Johan Spiering Email: jspierincarogers.com Phone: 506-382-9421
• To contact the New Brunswick Superintendent of Pensions:
Toll-free phone: 1-866-933-2222 Fax: 506-457-7266
200-225 King Street Fredericton, NB E3B 1E1
Prepared by Eckler Ltd.
Edder Co-op Atlantic Employees' Pension Plan (Registration No. 0347369) CON ,5 1)L.TAN T$ AC TUArZliF,S May 4, 2016
Attention retirees: Please review your tax deductions If your new after-tax pension amount is less than you were expecting, it is likely because CIBC Mellon (the Plan's custodian) has an additional lax withholding amount on file for you. With the recent reduction in pensions, CIBC Mellon has recalculated the base tax only. Any additional tax amounts on file for you remain the same and have been added to the new base tax calculation. If you want to change the amount of taxes withheld from your pension, please contact CIBC Mellon at 1-800-565-0479 to discuss your options.
Co-op Atlantic Employees' Pension Plan (Registration No. 0347369) Eck er C ON AC • ... May 2, 2016
To: All active, retired and former members of the Co-op Atlantic Employees' Pension Plan / Shared Risk Plan
Subject: Settlement approved by court
A major milestone was reached last week in the wind-up of the Co-op Atlantic pension plan. The court overseeing Co-op Atlantic's CCAA proceedings approved a settlement between the company, the secured creditors and the pension plan that will provide additional funding to the Plan.
The Co-op Atlantic Retirees Association is hosting an information meeting for all members on May 19. Representatives of Eckler Ltd. (the Plan administrator) will be providing more information and responding to questions at the meeting. Representatives of the New Brunswick Superintendent of Pensions, Co-op Atlantic, and KPMG (the court appointed CCAA monitor) will also attend to answer your questions. Eckler encourages all members of the Plan to attend whether or not you are a member of the Retiree Association.
Meeting details: May 19, 1:00 p.m. Lion's Club, 55 Mark Ave., Moncton More information about the meeting and membership in the Retiree Association is enclosed with this letter.
Before the meeting: Eckler will distribute a Pension Notice to explain the settlement, the Plan's funded status, and next steps in the wind-up process. Please check for the Notice on the website at http://cooppension.ecklerca/ in advance of the meeting.
If you are currently If you haven't already returned your Confirmation of Personal Information form, receiving a pension please review, sign and return it as soon as possible. This was mailed to you in from the Plan: early April and is a critical step in the process of finalizing pension benefits.
Sincerely Eckler Ltd.
Please note: mailings like this one cost the Plan about $1,000 in postage alone. To help,keep costs down, please send an email to cooppensionaeckler.ca and include your full name and date of birth to receive future communications by email.
Co-op Atlantic Employees' Pension Plan (Registration No. 0347369) Eckler CA RETIREES ASSOCIATION MEETING To all members of the Co-op Atlantic Pension Plan. You are invited to an information meeting on the Pension Plan
When: 1:00 P.M., Thursday, May 19, 2016 Where: Lions Club, 55 Mark Av. (see directions below) Moncton, NB
Purpose: To provide an update, clarify the information you have received and deal with any questions you may have regarding the CA Pension Plan.
Agenda includes: Update on the Plan by Derek Gerard, representing Eckler, Administrator of the Pension Plan appointed by the NB Superintendent of Pensions. Others present to deal with any questions include representatives of KPMG, the NB Superintendent of Pensions and Bryan Inglis, interim CEO of Co-op Atlantic.
Registration desk will be open at 12:00 noon. We need your name, address and e-mail address (if you have one) and approval to communicate with you in future. There will be eight desks to register.
If you are not as yet a member of the CA Retirees Association and wish to join please fill out in advance the enclosed application form. In future the Assn. may be the primary way of representing your interests in pension and Extended Health plan matters so it is important to get on the Assn's mailing list.
There will be people to receive the application and $10.00 Membership dues for 2016. If you do not plan to attend the meeting but wish to join the Assn., please fill out the form and mail to Margaret Hicks with your cheque. Dues and renewals are payable each January 1St. It is costly to mail out notices, so please try to remember to mail your $10.00 cheque for renewal made out to CA Retirees Association and mailed to address as on the Application. It is very important for us to have your E-MAIL address so all notices can be emailed to you promptly and at the least possible cost. If you do not have an e-mail address, we will mail by Canada Post provided we have your postal address.
Directions to Mark Avenue: At Mountain Road turn on to Vaughan Harvey Blvd., at first set of lights turn right onto Collishaw, then turn right to Mark Avenue. The Lions Club is asking for each of the retirees to bring a non-perishable food item for the food bank. This is all we have to pay for the use of the hall, so, thank you in advance for bringing that. APPLICATION FOR MEMBERSHIP OF CA RETIREES ASSOCIATION
Membership dues $10.00 payable yearly per January 1st
Name
Address
Province
Postal Code
Telephone Number (Home)
(Cell)
E-Mail Address
Deliver personally or mail this form with cheque to: Margaret Hicks, 3 Queen Mary Crescent, Moncton, NB - E1A 3P7
EVEN THOUGH THIS HAS HAPPENED TO US, WE ARE STILL A CLOSE GROUP
AND WE STICK TOGETHER May 17, 2016
Pension Litigation Settlement Summary
On April 28, 2016, the Court approved a settlement of certain claims advanced by Eckler Ltd., the appointed administrator of the Co-op Atlantic Employees' Pension Plan (the "Plan"). This document provides a high level summary of the settlement and the Plan's expected recovery as a result. More and detailed information regarding the settlement can be found at the CCAA Monitor's website: http://www.kpmo.com/ca/en/services/advisory/transactionrestructurinc/creditorlinksites/co-op- atlantic/Pages/default.aspx
Overview of the pension claims On behalf of the Plan, Eckler had put forward various claims as part of Co-op Atlantic's CCAA proceedings. These claims totaled more than $82 million, and related to normal cost contribution arrears, unpaid special payments, a partial wind-up deficit and the full wind-up deficit.
The assets in Co-op Atlantic's estate are estimated to be in the range of $30—$32 million, and other secured creditors' claims were estimated at nearly $26 million (including interest and fees).
Although Eckler sought to have a portion of the pension claims paid in priority over Co-op Atlantic's other secured creditors, the amount and priority of the pension claims was contested by all of Co-op Atlantic's other secured creditors and many of its unsecured creditors. Litigation regarding the pension claims was scheduled to start at the end of April 2016.
Overview of the settlement On April 28, 2016, the Court approved a settlement that resolves the pension claims. The settlement involved Eckler, Co-op Atlantic, National Bank, Farm Credit Canada, Co-op Atlantic's debenture holders, Interprovincial Co-operative Limited, the Province of New Brunswick, the Superintendent and the UFCW.
The settlement provides for:
• An initial fixed payment of $5,550,000 (including an initial distribution to the Pension Plan of $5,350,000 plus a payment of $200,000 to help cover administration expenses), which was received on May 3, 2016.
• A future distribution to the Plan and other unsecured creditors on approval of a restructuring plan to be submitted to Co-op Atlantic's unsecured creditors in June 2016.
• A potential future payment to the Plan related to certain residual assets of Co-op Atlantic after the completion of the CCAA proceedings (timing and amount unknown).
In order to reach the settlement, National Bank, Farm Credit Canada, the debenture holders, and the Province of New Brunswick contributed approximately $2.6 million. The Plan was also a debenture holder, and received approximately $200,000 in that capacity. We understand that there will likely be between $1—$3 million to be distributed to unsecured creditors, and that the Plan's claim is at least 50% of the unsecured pool of claims. Based on current estimates, Eckler anticipates that the Plan's total recovery will be more than $7 million.
Eck Co-op Atlantic Employees' Pension Plan/Shared Risk Plan (Registration #0347369) A CT ' .1A P, 2
Reasons for entering into the settlement The settlement was the result of extended negotiations with Co-op Atlantic, the other secured creditors and the Province of New Brunswick, with the assistance of the Monitor. We believe it represents a positive result for the Plan and its beneficiaries. In arriving at the settlement, Eckler, together with its counsel, weighed the benefits, risks, costs and timeline of proceeding with the pension claims. Eckler Ltd. has continuously sought input into the litigation claim and settlement discussions with various stakeholders, including the Superintendent of Pensions, union representatives and the Retiree Association leadership. The settlement provides certainty on the amount and timing of payments into the Plan. Many stakeholders had disagreed with the amount and priority of the pension claims. However, even if Eckler had been successful in court, it is likely that other secured creditors would have appealed, resulting in significant cost and possibly years of delay until a final decision was reached.
Finally, the settlement provides that Eckler and Co-op Atlantic will work together in good faith to complete the wind up of the Pension Plan in an efficient manner. Eckler believes that this will assist it in its ongoing role.
Next steps Co-op Atlantic intends to submit a restructuring plan to its unsecured creditors, including Eckler, for the balance of its claims. We understand that the plan will be put forward in June 2016. The plan will require a vote by unsecured creditors and Court sanctioning before it can be implemented and funds are available to be paid.
Eckler Ltd. Stikeman Elliott LLP
Eckler Co-op Atlantic Employees' Pension Plan/Shared Risk Plan (Registration #0347369) CON L TANT$T Aw.T.JArOM5
May 17, 2016
Pension Notice #5
Co-op Atlantic Employees' Pension Plan/Co-op Atlantic Shared Risk Plan (the "'Plan")
This notice is intended to bring members, former members, and any others entitled to benefits under the Plan up to date on important developments affecting the Plan.
CCAA settlement
We are pleased to let you know that on April 28, 2016, the Court approved a settlement between Co-op Atlantic, its secured creditors, and Eckler Ltd., the administrator of the Plan. The settlement provides certainty on the amount and timing of payments into the Plan—and avoids a potentially lengthy and costly litigation process with a highly uncertain outcome.
The key features of the settlement are:
• An initial fixed payment of $5,550,000 (includes $5,350,000 to the Plan, plus $200,000 to help pay its administration The settlement expenses). provides certainty • A future payment to the Plan and other unsecured creditors on the amount and based on approval of a restructuring plan expected to be timing of payments submitted to Co-op Atlantic's unsecured creditors in June 2016. We have been advised that $1–$3 million will likely be into the Plan distributed and that the Plan's claim is at least 50% of this unsecured pool.
• A potential future payment to the Plan based on any remaining assets after the completion of the CCAA proceedings (timing and amount unknown).
Based on the information currently available to us, we expect the Plan to recover more than $7 million. A more detailed description of the settlement can be found on our website at http://cooppension.ecklerca/.
The settlement agreement and court orders can be found at the CCAA Monitor's website: http://www.kpmg.comicaten/services/advisory/transactionrestructuring/creditorlinksites/co-op- atlantic/Pagesidefault.aspx
Timing of individual statements
We currently intend to send final pension wind-up statements to all members by the end of this year, with payouts taking place in 2017. For this to happen, the following five significant steps must be completed:
Eckler Co-op Atlantic Employees' Pension Plan/Shared Risk Plan (Registration #0347369) AK, 2
1. The Plan's share of the proceeds from the sale of Co-op Atlantic's assets as an unsecured creditor must be determined and approved by the Court. 2. The Superintendent of Pensions must decide the final The final payout from the plan provisions. Plan will not occur until 3. The wind-up valuation must be filed using actual all of these steps have member data as of December 31, 2015 (and the final plan provisions). been completed. 4. The Superintendent of Pensions must approve the wind-up report and method of distributing Plan assets to members. 5. Members must return personal option forms (within 90 days of receiving their personal wind-up statements).
What caused the Plan's funding shortfall?
Many of you have been asking what caused the funding shortfall in the first place. The Plan was fully funded on a wind-up basis as of June 30, 2007, so the decrease in the Plan's funding has happened within the last 10 years. There are two key reasons for this decline:
• The 2008 stock market downturn resulted in a loss of about 14% for the Plan. By December 31, 2009, the Plan's funding level had slipped to almost 85% and Co-op Atlantic was required to start making special deficit funding payments into the Plan of approximately $2 million a year—in addition to regular contribution requirements. • The continued decline in interest rates in recent years pushed the shortfall even higher. By December 31, 2012 (the date of the proposed conversion to a shared risk plan), the Plan's wind-up funding level had Lump-sum value of fallen to 66%. A more recent estimate as of December 31, $12,400 annual pension 2015, put it at about 68%. 5225.000
Low interest rates drive up pension costs 5175,000 As interest rates go down, the lump-sum amount of money needed to provide your pension goes up. The lump-sum value (also known as the "commuted value") of a $1,000 monthly pension that starts at age 60 (paid for life with a 10-year guarantee) has gone from around $175,000 in 2009 to over $225,000 today, an increase of about 30%. The decline in interest rates, combined with improvements in life expectancy, mean that the cost of providing fixed pensions is the highest it has ever been.
Retirees: confirmation of personal information
If you haven't already returned the Confirmation of Personal Information form sent to you in April, please send it back to Eckler as soon as possible.
Eckler Co-op Atlantic Employees' Pension Plan/Shared Risk Plan (Registration #0347369) Important links and contact information
• A copy of this notice, along with ongoing updates, will be posted online at http://cooppension.eckler.ca . Other relevant communications and links are posted on this site.
• If you wish to update your personal information for pension purposes, please contact Eckler at 1-888-544-5514 or [email protected] .
• To send information or documents to Eckler Ltd. by mail, please send to the attention of:
Co-op Pension PO Box 34101, Scotia Square Halifax, NS B3J 3S1
• If you would like to receive information by email, please send an email request to cooppensioneckler.ca, including your full name and year of birth. Otherwise, information will be mailed to your home address.
• For information on the status of the CCAA process, follow the link posted on http://cooppension.eckler.ca . For questions about the CCAA proceedings, please contact Eckler at [email protected] or 1-888-544-5514.
• To contact the Co-op Atlantic Retiree Association:
Margaret Hicks, Chairman Email: margiecihicksgmail.com Phone: 506-856-8393
3 Queen Mary Crescent Moncton, NB E1A 3P7
or
Johan Spiering Email: jspierinq(afoqers.com Phone: 506-382-9421
• To contact the New Brunswick Superintendent of Pensions:
Toll-free phone: 1-866-933-2222 Fax: 506-457-7266
200-225 King Street Fredericton, NB E3B 1E1
Prepared by Eckler Ltd.
Eck er Co-op Atlantic Employees' Pension Plan/Shared Risk Plan (Registration #0347369) + ACT 1,4, R F.: 5 S•CtiCOixLE
Court File No. MM73-15
IN THE COURT OF QUEEN'S BENCH OF NEW BRUNSWICK
TRIAL DIVISION JUDICIAL DISTRICT OF MONCTON
IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CO-OP ATLANTIC, CO-OP ENERGY LTD. AND C A REALTY LTD.
PROOF OF CLAIM
Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. (each, a "Debtor" and collectively, the "Debtors") and/or their Directors or Officers
Please read carefully the enclosed Instruction Letter for completing this Proof of Claim.
I. PARTICULARS OF CREDITOR:
1. Full Legal Name of Creditor:
Eckler Ltd., as the appointed administrator of the Co-op Atlantic Employees' Pension
2. Full Mailing Address of the Creditor:
1969 Upper Water St., Suite 503
Halifax, NS B3J 3R7
3. Telephone Number: (902) 490-3315,
6482473 v3 4. E-Mail Address: [email protected]
5. Facsimile Number: (902) 492-2822
6. Attention (Contact Person): Derek Gerard
7. Have you acquired this Claim by assignment? Yes: ❑ No: (if yes, attach documents evidencing assignment)
If Yes, Full Legal Name of Original Creditor(s):
IL PROOF OF CLAIM:
1. I, Derek Gerard
(name of Creditor or Representative of the Creditor), of Halifax, Nova Scotia do hereby certify:
(city and province)
(a) that I [check (NI) one]
0 am the Creditor; OR
I am Principal (state position or title) of Eckler Ltd. as the appointed administrator of the Co-op Atlantic Employees' Pension Plan. 1 (name of Creditor)
(b) that I have knowledge of all the circumstances connected with the Claim referred
to below,
6482473 v3 Particulars of Claim The particulars of Edder Ltd.'s Claims are as follows:
A. Secured and Priority Claims
1, Pursuant to section 81.6 of the Bankruptcy and Insolvency Act (Canada) ("BIA"), normal cost contribution arrears owing to the Co-Op Atlantic Employees' Pension Plan (the "Plan") for the period from January 1, 2013 to October 31, 2015, estimated to be $2.6 million as of October 31, 2015. This claim ranks in priority to other existing security regardless of timing of registration or perfection.
2. Pursuant to section 81.6 of the BIA, any unremitted employee contributions to the Plan deducted from pay. This claim ranks in priority to other existing security regardless of timing of registration or perfection.
3. Pursuant to sections 51(3) and 57(3) of the Pension Benefits Act (New Brunswick) ("PEA") and section 67(1)(b) of the BIA, special payment arrears owing to the Plan for the period from January 1, 2013 to October 31, 2015, estimated to be $30.8 million as of October 31, 2015. This claim ranks in priority to other existing security regardless of timing of registration or perfection.
4. Pursuant to section 67(1)(a) of the BIA and the common law regarding constructive trusts, $250,000 borrowed from the Plan by Co-op Atlantic, in breach of the latter's fiduciary duty to beneficiaries of the Plan. This claim ranks in priority to other existing security regardless of timing of registration or perfection In the alternative, we claim such amount as a bondholder of Co-op Atlantic's secured bonds.
5. Pursuant to section 51(4) of the PBA, the amount deemed to be held in trust resulting from the order issued by the Superintendent of Pensions of New Brunswick to partially wind-up the Co-op Atlantic Employees' Pension Plan ("Plan") effective as of June 20, 2015, estimated to be $19.0 million as of October 31, 2015.
B. Unsecured Claims
For the balance of the Plan wind-up deficit not otherwise accounted for by the Secured and Priority Claims noted above, estimated to be $22.0 million as of October 31, 2015. To the extent any of the above noted Secured and Priority Claims are not recognized as Secured or Priority Claims, that amount is an Unsecured Claim
6182473 v3
III. NATURE AND PARTICULARS OF CLAIM
The nature and particulars of the undersigned's total Claims are attached.
IV. FILING OF CLAIM
For Prefiling Claims and all Director/Officer Claims, this Proof of Claim must be received by the Monitor before 5:00 p.m. (Atlantic Time) on November 15, 2015 (the "Claims Bar Date").
For Restructuring Period Claims, this Proof of Claim must be received by the Monitor before 5:00 p.m. (Atlantic Time) on the date that is seven (7) Business Days after termination, repudiation or resiliation of the agreement or other event giving rise to the Restructuring Period Claim (the "Restructuring Period Claims Bar Date").
In both cases, completed forms must be delivered by prepaid ordinary mail, courier, personal delivery or electronic or digital transmission at the following address:
KPMG Inc., in its capacity as Court-appointed Monitor of Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. Bay Adelaide Centre
333 Bay Street, Suite 4600 Toronto, ON M5H 2S5
Attention: George Bourikas Telephone: 1-855-393-3546 Facsimile: 416-777- 3364 E-mail: [email protected]
(Failure to file your Proof of Claim as directed by the Claims Bar Date or Restructuring Period Claims Bar Date, as applicable, will result in your Claim being extinguished and barred and in you being prevented from making or enforcing a Claim against the applicable Debtor or Director/Officer, as applicable.)
Dated at this day of O'N.X-7-1\n/ , 2015.
Signature of Creditor
6482473 v3 i-ceouLe
Mr. Spiering, it was good to speak with you today.
As discussed, attached is section 51 of the New Brunswick Pension Benefits Act that sets out the deemed trust remedy for amounts owing by an employer to a pension plan. I have highlighted some relevant sections. You will note that the deemed trust is in favour of the plan beneficiraires. The plan administrator, on the other hand, has a lien and charge (which has been defined in the case law as a secured claim). Generally in insolvency law (and this is not a legal opinion), trust claims are to be paid ahead of secured claims. You can appreciate that many insolvency cases involve a secured creditor trying to neutralize the deemed trust so that the secured creditor can be paid first from the remaining assets of a company. We see this as an issue in your case.
Regards, AJH
51(1)If an employer receives money from an employee under an arrangement that the employer will pay the money into a pension fund as the employee's contribution under the pension plan, the employer shall be deemed to hold the money in trust for the employee until the employer pays the money into the pension fund.
51(2)For the purposes of subsection (1), money withheld by an employer, whether by payroll deduction or otherwise, from money payable to an employee shall be deemed to be money received by the employer from the employee.
51(3lAn employer who is required by a pension plan to pay contributions to a pension fund shall be deemed to hold in trust for the beneficiaries of the pension plan an amount of money equal to employer contributions due and not paid into the pension fund.
51(4)If a pension plan is wound up in whole or in part, an employer who is required to pay contributions to the pension fund shall be deemed to hold in trust for the beneficiaries of the pension plan an amount equal to employer contributions accrued to the date of the wind-up but not yet due under the plan or regulations.
51(5)The administrator of the pension plan has a lien and charge upon the assets of the employer in an amount equal to the amount that is deemed to be held in trust under subsections (1), (3) and
(4). - 2 -
51(6)Subsections (1), (3) and (4) apply whether or not the money mentioned in those subsections is kept separate and apart from other money or property of the employer. http://laws.gnb.ca/en/showfulldocks/P-5.1//20160307
I OSKIE Andrew J. Hatnay Partner MINSKY T: +1 416-595-2083 I F: +1 416-204-2872 I E: [email protected] Koskie Minsky LLP, 20 Queen Street West, Suite 900, Toronto, ON. M5H 3R3 kmlaw.ca
I OSKIE Andrew J. Hatnay
MINSI0( T:Partner +1 416-595-2083 I F: +1 416-204-2872 I E: [email protected] Koskie Minsky LLP, 20 Queen Street West, Suite 900, Toronto, ON. M5H 3R3 kmlaw.ca
This e-mail message is privileged, confidential and subject to copyright. Any unauthorized use or disclosure is prohibited. Le contenu du present courriel est privilegie, confidentiel et soumis a des droits d'auteur. II est interdit de ('utiliser ou de le divulguer sans autorisation.
Court File No. SJM-98-15
IN THE COURT OF QUEEN'S BENCH OF NEW BRUNSWICK TRIAL DIVISION JUDICIAL DISTRICT OF SAINT JOHN
IN THE MATTER OF THE COMPANIES'CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CO-OP ATLANTIC,CO-OP ENERGY LTD. AND C A REALTY LTD.
Applicants
AFFIDAVIT OF SERVICE OF SYDNEY YOUNG (sworn April 26, 2016)
I, Sydney Young, of the City of Toronto, in the Province of Ontario, MAKE OATH AND
SAY:
1 I am an associate at the law firm of Goodmans LLP, which is counsel to Co-op Atlantic,
Co-op Energy Ltd. and C A Realty Ltd. (collectively, the "Applicants") in the within proceedings. As such, I have knowledge of the matters hereinafter deposed.
2. On April 21, 2016, I served by e-mail a copy of the Applicants' Motion Record in respect of the Applicants' motion returnable April 28, 2016 (the "Motion") to the e-mail addresses of those parties listed on the service list attached hereto as Exhibit A.
3. On April 22, 2016, I caused to be served by courier a copy of the Applicants' Motion
Record in respect of the Motion to the address of the party listed on Exhibit "B" hereto. 2
4. On April 22, 2016, I caused to be served by mail to the parties listed on the
supplementary notice list attached hereto as Exhibit "C", a letter advising of the Motion and that
the Applicants' Motion Record in respect of the Motion was posted to the website of the Court-
appointed CCAA Monitor of the Applicants, KPMG Inc., at http://kpmg,comica/coopatlantic.
5. On April 26, 2016, I served by e-mail a copy of the Applicants' Factum and Book of
Authorities in respect of the Motion to the e-mail addresses of those parties listed on the service
list attached hereto as Exhibit A.
6. On April 26, 2016, I caused to be served by fax a copy of the Applicants' Factum in respect of the Motion to the address of the party listed on Exhibit "B" hereto.
SWORN before me in the City of Toronto, in the Province of Ontario, on April 26, 2016.
A Commissioner of Oaths Name: 6'(.44(4,/ WiFF LSUC 44 610-79L THIS IS EXHIBIT "A" TO THE AFFIDAVIT OF SYDNEY YOUNG SWORN BEFORE ME ON THE 26th DAY OF APRIL,2016
A Commis n r of Oaths Court File No. SJM-98-15
IN THE COURT OF QUEEN'S BENCH OF NEW BRUNSWICK TRIAL DIVISION JUDICIAL DISTRICT OF SAINT JOHN
IN THE MATTER OF THE COMPANIES'CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
AND IN THE MATTER OF A PLAN OF COMPROMISE AND ARRANGEMENT OF CO-OP ATLANTIC,CO-OP ENERGY LTD. AND C A REALTY LTD.
Applicants
SERVICE LIST (As at April 21, 2016)
TO: MCINNES COOPER Blue Cross Building, South Tower 644 Main Street, Suite 400 Moncton, NB El C 1E2
Fax: 506-857-4095
Remy Boudreau Tel: 506-877-0849 Email: [email protected]
Chris Keirstead Tel: 506-877-0845 Email: [email protected]
Lawyers for the Applicants 2
AND TO: GOODMANS LLP Bay Adelaide Centre 333 Bay Street, Suite 3400 Toronto, ON M5H 2S7
Fax: 416-979-1234
Robert J. Chadwick Tel: 416-597-4285 Email: [email protected]
Logan Willis Tel: 416-597-6299 Email: [email protected]
Sydney Young Tel: 416-849-6965 Email: [email protected]
Lawyers for the Applicants
AND TO: KPMG INC. Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5
Fax: 416-777-3883
Randy Benson Tel: 416-777-8539 Email: [email protected]
Anamika Gadia Tel: 416-777-3842 Email: [email protected]
The Monitor -3
KPMG INC. KPMG Tower, 600 de Maisonneuve Boulevard West Suite 1500 Montreal, QC H3A 0A3
Fax: 514-840-2442
Carl Adjami Tel: 514-840-2323 Email: [email protected]
The Monitor
AND TO: BLAKE,CASSELS & GRAYDON LLP 199 Bay Street Suite 4000, Commerce Court West Toronto, ON M5L 1A9
Fax: 416-863-2653
Pamela Huff Tel: 416-863-2958 Email: [email protected]
Bernard Boucher Tel: 514-982-4006 Email: [email protected]
Chris Burr Tel: 416-863-3261 Email: [email protected]
Lawyers for the Monitor 4
AND TO: THORNTON GROUT FINNIGAN LLP 100 Wellington Street West, Suite 3200 P.O. Box 329 Toronto-Dominion Centre Toronto, ON M5K 1K7
Fax: 416-304-1313
Grant B. Moffat Tel: 416-304-0599 Email: [email protected]
Michael Shakra Tel: 416-304-0332 Email: [email protected]
Lawyers for National Bank of Canada
AND TO: COX & PALMER LLP Brunswick Square, Suite 1500 1 Germain Street Saint John, NB E2L 4V1
Fax: 506-632-8809
Josh McElman Tel: 506-633-2708 Email: [email protected]
Lawyers for National Bank of Canada 5
AND TO: OFFICE OF THE ATTORNEY GENERAL Legal Services Branch P.O. Box 6000 Chancery Place 675 King Street, 2nd Floor Fredericton, NB E3B 5H1
Fax: 506-453-3275
Alan Rockwell Tel: 506-444-2453 Email: [email protected]
Philippe Theriault Tel: 506-453-2222 Email: [email protected]
Lawyers for Provincial Holdings Ltd.
AND TO: SUPERINTENDENT OF PENSIONS,FINANCIAL AND CONSUMER SERVICES COMMISSION Andal Building 225 King Street Fredericton, NB E3B 1E1
Fax: 506-457-7266
Angela Mazerolle Email: [email protected]
Jennifer Sutherland Green Email: [email protected]
AND TO: BUSINESS DEVELOPMENT BANK OF CANADA 766 Main Street Moncton, NB E 1 C 1E6
Bob Prince Email: [email protected]
BUSINESS DEVELOPMENT BANK OF CANADA 70 York Street, Suite 1202 Toronto, ON M5J 1S9
Russell French Tel: 416-954-5004 Email: [email protected] 6
AND TO: AIRD & BERLIS LLP Brookfield Place, Suite 1800 181 Bay Street Toronto, ON M51 2T9
Fax: 416-863-1515
Steven L. Graff Tel: 416-865-7726 Email: [email protected]
Lawyers for Business Development Bank of Canada
AND TO: UNIFOR National Office 205 Placer Court Toronto, ON M2H 3H9
Barry E. Wadsworth Email: [email protected]
AND TO: PINK LARKIN 1133 Regent Street, Suite 210 Fredericton, NB E3B 3Z2
Fax: 506-458-1127
Joel Michaud Tel: 506-458-1989 Email: [email protected]
Dominic Caron Tel: 506-458-1989 Email: [email protected]
Lawyers for Unifor
AND TO: UNITED FOOD AND COMMERCIAL WORKERS UNION(UFCW) Suite 300, Sun Tower 1550 Bedford Highway Bedford, NS B4A 1E6
Mark Dobson Atlantic Assistant to the Canadian Director Email: [email protected] -7
AND TO: PINK LARKIN 1463 South Park Street, Suite 201 P.O. Box 36036 Halifax, NS B3J 3S9
Fax: 902-423-9588
Ronald A. Pink, Q.C. Tel: 902-423-7777 Email: [email protected]
Bettina Quistgaard Tel: 902-423-7777 Email: [email protected]
Lawyers for United Food and Commercial Workers Canada and United Food and Commercial Workers Canada Locals 1288P and 864
AND TO: ECKLER LTD. 1969 Upper Water Street, Suite 503 Halifax, NS B3J 3R7
Derek M. Gerard Tel: 902-490-3315 Email: [email protected]
Administrator of the Co-Op Atlantic Employees' Pension Plan -8
AND TO: STIKEMAN ELLIOTT LLP 5300 Commerce Court West 199 Bay Street Toronto, ON M5L 1B9
Fax: 416-947-0866
Elizabeth Pillon Tel: 416-869-5623 Email: [email protected]
Maria Konyukhova Tel: 416-869-5230 Email: [email protected]
Andrea Boctor Tel: 416-869-5230 Email: [email protected]
Lawyers for Eckler Ltd., Administrator of the Co-Op Atlantic Employees' Pension Plan
AND TO: HARRISON PENSA LLP 450 Talbot Street London, ON N6A 5J6
Fax: 519-667-3362
Tom Robson Tel: 519-661-6766 Email: [email protected]
Michael Cassone Tel: 519-661-6765 Email: [email protected]
Lawyers for Farm Credit Canada AND TO: NOVA SCOTIA DEPARTMENT OF JUSTICE Legal Services Division Joseph Howe Building 1690 Hollis Street Halifax, NS B3J 3J9
Fax: 902-424-7120
Sean Foreman Tel: 902-424-6969 Email: [email protected]
Glenna Campbell Tel: 902-424-5073 Email: [email protected]
Lawyers for Nova Scotia Business Incorporated (Successor of Nova Scotia Business Development Corporation)
AND TO: JOHN DEERE FINANCIAL INC. 1001 Champlain Avenue, Suite 401 Burlington, ON L7L 5Z4
Fax: 905-319-5866
Steve A. Watson Tel: 905-319-4958 Email: [email protected]
AND TO: KELLOGG CANADA INC. 5350 Creekbank Road Mississauga, ON L4W 5S1
Blake Moran Tel: 905-290-5227 Email: [email protected] - 10 -
AND TO: BENNETT JONES LLP 100 King Street West, Suite 3400 Toronto, ON M5X 1A4
Fax: 416-863-1716
Raj Sahni Tel: 416-777-4804 Email: [email protected]
Mark Laugesen Tel: 416-777-4802 Email: [email protected]
Lawyers for Irving Oil
AND TO: BENNETT JONES LLP 100 King Street West, Suite 3400 Toronto, ON M5X I A4
Fax: 416-863-1716
Ranjan Agarwal Tel: 416-777-6503 Email: [email protected]
Mark Laugesen Tel: 416-777-4802 Email: [email protected]
Lawyers for Nestle Canada Inc.
AND TO: WITTEN LLP,Barristers & Solicitors Suite 2500, Canadian Western Bank Place 10303 Jasper Avenue Edmonton, AB T5J 3N6
Fax: 780-429-2559
Howard J. Sniderman, Q.C. Tel: 780-441-3203 Email: hsniderman wittenlaw.com
Lawyers for Medicine Shoppe Atlantic Corporation and Medicine Shoppe Canada Corporation AND TO: GORMAN NASON 121 Germain Street P.O. Box 7286, Station A Saint John, NB E2L 4S6
Fax: 506-634-8685
Peter H. MacPhail Tel: 506-636-7324 Email: [email protected]
James L. Mockler Tel: 506-636-7320 Email: [email protected]
Lawyers for the Superintendent of Pensions for New Brunswick
AND TO: DE LAGE LANDEN FINANCIAL SERVICES CANADA INC. 3450 Superior Court, Unit 1 Oakville, ON L6L 0C4
Fax: 866-318-3447
Faseeh Ahmad Tel: 855-732-2818 Email: [email protected]
AND TO: COMINAR REAL ESTATE INVESTMENT TRUST Complexe Jules-Dallaire 2820 Laurier Boulevard — T3 Quebec, QC G1V 0C1
Fax: 418-681-2946
Manon Deslauriers Email: [email protected]
Philippe Cote Email: [email protected] - 12 -
AND TO: STEWART McKELVEY Purdy's Wharf Tower One 900 — 1959 Upper Water Street P.O. Box 997 Halifax, NS B3J 2X2
Fax: 902-420-1417
Maurice P. Chiasson, Q.C. Tel: 902-420-3200 Email: [email protected]
Lawyers for Cominar Real Estate Investment Trust
AND TO: GOWLING LAFLEUR HENDERSON LLP 3700 — 1 Place Ville Marie Montreal, QC H3B 3P4
Fax: 514-876-9048
Francois Viau Tel: 514-392-9530 Email: [email protected]
Genevieve Cloutier Tel: 514-392-9448 Email: genevieve.cloutier@gowlings,com
Lawyers for Imperial Oil
AND TO: BINGHAM LAW 95 Foundry Street, Suite 300 Moncton, NB ElC 5H7
Fax: 506-857-2017
Edwin (Ted)Ehrhardt, Q.C. Tel: 506-857-6309 Email: [email protected]
Lawyers for Imperial Oil - 13 -
AND TO: WICKWIRE HOLM 1801 Hollis Street, Suite 1800 Halifax, NS B3J 2X6
Fax: 902-429-8215
Carl Holm Tel: 902-429-7001 Email: [email protected]
Lawyers for HSBC
AND TO: McCARTHY TETRAULT LLP 1000 De La Gauchetiere Street West, Suite 2500 Montreal, QC H3B 0A2
Fax: 514-875-6246
Alain N. Tardif Tel: 514-397-4274 Email: [email protected]
Anne-Marie Naud Tel: 418-521-3044 Email: [email protected]
Lawyers for La Coop Feder&
AND TO: ATLANTIC POULTRY INCORPORATED 791 Belcher Street, RR1 Port Williams, NS BOP 1TO
Ian Blenkharn Tel: 902-670-0616 Email: ianb@atlanticpoultry,com
AND TO: PATTERSON LAW 10 Church Street Truro, NS B2N 3Z6
George L. White Tel: 902-896-6163 Email: [email protected]
Jennifer Hamilton Upham Tel: 902-896-6192 Email: [email protected] - 14 -
AND TO: TEVA CANADA LTD. 30 Novopharm Court Toronto, ON M1B 2K9
Terry Reid Legal Counsel Tel: 416-940-6798 Email: [email protected]
AND TO: FORBES ROTH BASQUE 814 Main Street, Suite 300 P.O. Box 480 Moncton, NB El C 8L9
Robert Basque Tel: 506-857-4880 Email: [email protected]
Lawyers for Certain Residential Property Corporations
AND TO: COX & PALMER LLP Brunswick Square, Suite 1500 1 Germain Street St. John, NB E2L 4V1
Fax: 506-632-8809
Peter R. Forestell, QC Tel: 506-633-2715 Email: [email protected]
Jane E. MacEachern Tel: 506-633-2777 Email: [email protected]
Lawyers for CST Canada Co. - 15 -
AND TO: CONCENTRA FINANCIAL 333 3rd Ave N Saskatoon, SK S7K 2M2
Fax: 306-956-3003
Val Lucyshyn Tel: 306-956-1914 Email: [email protected]
Debenture Trustee
AND TO: CONCENTRA FINANCIAL 333 3rd Ave N Saskatoon, SK S7K 2M2
Fax: 306-956-3003
Kezia Sonntag Tel: 306-956-5170 Email: [email protected]
Wayne Pederson Email: [email protected]
Lawyers for Concentra Financial
AND TO: TRIPP BUSINESS LAW Place de 1'Assomption 770 Main Street, 10th Floor Box 6011 Moncton, NB El C 1E7
Fax: 888-316-4697
Kevin Moreau Student-at-Law Tel: 506-830-8747, ext. 203 Email: [email protected]
Lawyers for Peak Foods LLC - 16 -
AND TO: LAWSON CREAMER 133 Prince William Street, Suite 801 Saint John, NB E2L 2B5
Fax: 506-633-0465
Kelly VanBuskirk Tel: 506-633-3535 Email: [email protected]
Lawyers for Co-op General and Co-op Life
AND TO: AIRD & BERLIS LLP Brookfield Place, 181 Bay Street Suite 1800, Box 754 Toronto, ON M5J 2T9
Fax: 416-863-1515
Timothy M. Lowman Tel: 416-865-7715 Email: [email protected]
Ian Aversa Tel: 416-865-3082 Email: [email protected]
Lawyers for Kraft Canada Inc.
AND TO: BINGHAM LAW 95 Foundry Street, Suite 300 Moncton, NB 31C 5H7
Fax: 506-857-2017
Michiel J. Vandenberg Tel: 506-383-6390 Email: [email protected]
Lawyers for Waycar Holdings Ltd. - 17 -
AND TO: DELEHANTY RINZLER DRUCKMAN 720 Main Street Moncton, NB E1 C 1E4
Fax: 506-857-3592
M. Morley Rinzler Tel: 506-858-1800 Email: [email protected]
Lawyers for 684318 NB Ltd.
AND TO: MACPHERSON LESLIE & TYERMAN LLP 1500 — 410 22" Street East Saskatoon, SK S7K 5T6
Jeffrey M. Lee, Q.C. Tel: 306.975.7136 Email: [email protected]
Paul Olfert Tel: 306.956.6970 Email: [email protected]
Lawyers for Interprovincial Cooperative Limited
AND TO: NATHAN SEAMAN WATTS 24 Webster Court Kentville, NS B4N 1H2
Fax: 902.678.1615
Peter D. Nathanson Tel: 902.678.1616 Email: [email protected]
Lawyers for Scotian Gold Co-operative Limited
AND TO: PRIMESHARES WORLD MARKETS 261 Fifth Avenue, 22" Floor New York, NY 10016
Fax: 212.889.2232
Neil Desai Tel: 212.889.3088 Email: [email protected] - 18 -
THIS IS EXHIBIT "B" TO THE AFFIDAVIT OF SYDNEY YOUNG SWORN BEFORE ME ON THE 26th DAY OF APRIL,2016
A Commissioner of Oaths TO: MRS. AVIS E. CHAPMAN 19 Lawrence Street Amherst, NS B4H 3G5
Fax: 902-667-2754 THIS IS EXHIBIT "C" TO THE AFFIDAVIT OF SYDNEY YOUNG SWORN BEFORE ME ON THE 26th DAY OF APRIL,2016
A CommissioKer of Oaths 2
GOVERNMENT ENTITIES
TO: DEPARTMENT OF JUSTICE(CANADA) The Exchange Tower P.O. Box 36 130 King Street West, Suite 3400 Toronto, ON M5X 1K6
Fax: 416-973-0810
Diane Winters Tel: 416-973-3172 Email: [email protected]
AND TO: DEPARTMENT OF FINANCE(NEW BRUNSWICK) Chancery Place 675 King Street Fredericton, NB E3B 1E9
AND TO: ENVIRONMENT AND LOCAL GOVERNMENT(NEW BRUNSWICK) 20 McGloin Street Fredericton, NB E3A 5T8
AND TO: NOVA SCOTIA DEPARTMENT OF FINANCE P.O. Box 187 1723 Hollis Street Halifax, NS B3J 2N3
Doug Moodie
AND TO: MINISTRY OF THE ENVIRONMENT(NOVA SCOTIA) Compliance Division, Colchester County 36 Inglis Place Truro, NS B2N 4B4
Brad Skinner
AND TO: DEPARTMENT OF FINANCE(NEWFOUNDLAND AND LABRADOR) Taxation and Fiscal Policy Branch P.O. Box 8700 East Block Confederation Building, Main Floor St. John's, NL Al B 4J6
Deputy Minister 3
AND TO: ATTORNEY GENERAL OF NEWFOUNDLAND AND LABRADOR 4th Floor, East Block, Confederation Building P.O. Box 8700 St. John's, NL /UM 4J6
AND TO: THE MINISTER OF FOREST RESOURCES AND AGRIFOODS (NEWFOUNDLAND AND LABRADOR) Natural Resources Building 50 Elizabeth Avenue P.O. Box 8700 St. John's, NL AlB 4J6
Deputy Minister
AND TO: DEPARTMENT OF FINANCE AND ENERGY(PRINCE EDWARD ISLAND) Tax Administration and Compliance Services Section Shaw Building, 1st Floor 95 Rochford Street P.O. Box 2000 Charlottetown, PE CIA 7N8
AND TO: MINISTRY OF THE ENVIRONMENT(PRINCE EDWARD ISLAND) Jones Building, 4th Floor 11 Kent Street P.O. Box 2000 Charlottetown, PE CIA 7N8
FORMER SALARIED EMPLOYEES
AND TO: THE FORMER SALARIED EMPLOYEES ON RECORD OF THE APPLICANTS(PENSION AND NON-PENSION) IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, Court File No: SJM-98-15 R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CO-OP ATLANTIC,CO-OP ENERGY LTD. AND C A REALTY LTD. Applicants
COURT OF QUEEN'S BENCH OF NEW BRUNSWICK Trial Division
Proceeding filed in Saint John
AFFIDAVIT OF SERVICE OF SYDNEY YOUNG (Sworn April 26, 2016)
MCINNES COOPER Barristers & Solicitors Blue Cross Building, South Tower 644 Main Street, Suite 400 Moncton, NB E I C 1E2
Chris Keirstead / Michael Costello Tel: (506) 857-8970 Fax: (506) 857-4095
GOODMANS LLP Barristers & Solicitors Bay Adelaide Centre 333 Bay Street, Suite 3400 Toronto, ON M5H 2S7
Robert J. Chadwick / Logan Willis Tel: (416)979-2211 Fax: (416)979-1234
Lawyers for the Applicants 6564694