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Bench Brief of the Applicants 6182020.Pdf CLERK’S STAMP COURT FILE NUMBER 2001-05630 COURT COURT OF QUEEN'S BENCH OF ALBERTA IN BANKRUPTCY AND INSOLVENCY JUDICIAL CENTRE CALGARY APPLICANTS 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 DOMINION DIAMOND MINES ULC, DOMINION DIAMOND DELAWARE COMPANY LLC, DOMINION DIAMOND CANADA ULC, WASHINGTON DIAMOND INVESTMENTS, LLC, DOMINION DIAMOND HOLDINGS, LLC, and DOMINION FINCO INC. DOCUMENT BENCH BRIEF OF THE APPLICANTS (Application of Wilmington Trust, National Association for Payment of Fees) ADDRESS FOR SERVICE AND BLAKE, CASSELS & GRAYDON LLP CONTACT INFORMATION OF Barristers and Solicitors PARTY FILING THIS 3500 Bankers Hall East DOCUMENT 855 – 2nd Street SW Calgary, Alberta T2P 4J8 Attention: Peter L. Rubin / Peter Bychawski / Claire Hildebrand / Morgan Crilly Telephone No.: 604.631.3315 / 604.631.4218 / 604.631.3331 / 403.260.9657 Email: [email protected] / [email protected] / [email protected] / [email protected] Fax No.: 604.631.3309 - 2 - I. OVERVIEW 1. Dominion (the CCAA Applicants) submits this bench brief in response to the application of Wilmington Trust, National Association, in its capacity as “Trustee” (among other roles) under the trust indenture pursuant to which the Notes held by the Second Lien Lenders (the “Noteholders”) are issued (the “Trust Indenture”) for payment of the post-filing fees and expenses of the Trustee and its United States and Canadian counsel, Dentons US LLP and Dentons Canada LLP. 2. Issues and legal authorities relevant to the Trustee’s application were previously considered by this Court in the context of an application by the ad hoc group of Noteholders (the “AHG”) for payment of their fees filed on May 6, 2020 and heard on May 15, 2020.1 3. This Court dismissed the AHG Application, with leave to the AHG to re-apply, on the basis that it was not convinced (at that stage) that the AHG had met the “necessity” test for such relief as provided by s. 11.52(1)(c) of the CCAA.2 4. The Trustee’s current application, which was initially filed on May 13, 2020 but adjourned and not heard on May 15, 2020,3 suffers from the same flaws as the AHG Application and should be dismissed at this stage on the same basis. 5. Specifically, the Trustee’s application: (a) does not directly engage with the statutory “necessity” test for the relief it seeks; (b) provides no evidence that the relief it seeks is necessary for the effective participation of the Trustee in these proceedings as required by section 11.52(1)(c) of the CCAA; and 1 Application (Direction for Payment of Fees), filed May 8, 2020; Brief of Law and Argument (Payment of Ad Hoc Bondholders’ Fees), filed May 7, 2020. 2 Transcript of Proceedings, May 15, 2020, Court’s Decision, pages 59 – 60, Tab 14. 3 Trustee’s Application (Direction for Payment of Noteholder Trustee’s Fees), filed May 13, 2020; Affidavit of Mark Freake, filed May 13, 2020; Trustee’s Bench Brief (Application for Payment of Noteholder Trustee’s Fees), filed May 14, 2020 (“Trustee Bench Brief”). - 3 - (c) does not cite any case authority in which the relief it seeks from this Court has been granted in analogous circumstances. 6. The failure of the Trustee to engage directly with the necessity test prescribed by section 11.52(1)(c) of the CCAA and the absence of any evidence and case authority to support the Trustee’s position demonstrates that the Trustee’s application proceeds on a misconceived basis. 7. The Trustee is a sophisticated party, with significant resources and financial wherewithal, internal expertise, experienced professional advisors, and extensive experience acting in high profile Canadian CCAA and US Chapter 11 restructuring proceedings.4 In other words, the Trustee is a sophisticated insolvency litigant that (in its own words) “has the institutional and operational capacity required to effectively discharge the Trustee’s contractual, statutory, fiduciary, and other common law duties to all Noteholders.”5 To order that an insolvent CCAA debtor be forced to fund the fees of the Trustee in these proceedings would violate the intention and express wording of the CCAA. It would also set a dangerous precedent for future CCAA proceedings. 8. It is respectfully submitted that the Trustee has failed to meet its burden of establishing that the relief it seeks is necessary for the Trustee’s effective participation in these proceedings and should be dismissed on this basis. II. LAW & ARGUMENT A. Summary of Trustee’s Position 9. The Trustee makes three arguments in support of its position that these CCAA Applicants should be required by this Court to pay the fees of the Trustee and its US and Canadian counsel: (a) the CCAA “permits” the relief sought by the Trustee;6 4 Trustee Bench Brief, paras. 41 – 42. 5 Trustee Bench Brief, para. 34. 6 Trustee Bench Brief, paras. 25 – 27. - 4 - (b) the Trust Indenture and Intercreditor Agreement “permit” the relief sought by the Trustee;7 and (c) the application “by analogy” of the US doctrine of adequate protection supports the relief sought by the Trustee.8 10. For the reasons set out below, none of these arguments provides a basis for granting an order under s. 11.52(1)(c) of the CCAA for payment of the Trustee’s legal and other fees in the circumstances of this case. B. The Relief Sought by the Trustee is Not “Necessary” i. The Trustee Does Not Meet the Statutory Test 11. The Trustee’s application notes and relies upon s. 11.52(1)(c) of the CCAA. The specific language of that section is important: 11.52 (1) On notice to the secured creditors who are likely to be affected by the security or charge, the court may make an order declaring that all or part of the property of a debtor company is subject to a security or charge — in an amount that the court considers appropriate — in respect of the fees and expenses of (a) the monitor, including the fees and expenses of any financial, legal or other experts engaged by the monitor in the performance of the monitor’s duties; (b) any financial, legal or other experts engaged by the company for the purpose of proceedings under this Act; and (c) any financial, legal or other experts engaged by any other interested person if the court is satisfied that the security or charge is necessary for their effective participation in proceedings under this Act. [Emphasis added] 12. This wording of the different subsections of this provision is important. Subsections (a) and (b) relate to the monitor and advisors/experts engaged by the debtor company. 7 Trustee Bench Brief, paras. 22 – 24. 8 Trustee Bench Brief, paras. 35 – 40. - 5 - 13. Subsection (c) is different. It applies to advisors engaged by stakeholders other than the company and adopts a different test in that context.9 14. Subsection 11.52(1)(c) gives the court jurisdiction to grant an order in respect of the fees and expenses of advisors if the court is satisfied such charge is necessary for the effective participation of an interested person in CCAA proceedings.10 This section is worded differently from subsections (a) and (b), which do not contain “necessity” language – a significant distinction. The wording in s. 11.52(1)(c) is deliberate and specific. It creates a statutory requirement for interested parties such as the Trustee to establish that the payment of their fees is necessary for their effective participation in CCAA proceedings. 15. Orders granted under s.11.52(1)(c) are typically granted in limited circumstances in order to secure the payment of fees of representative counsel, being where a vulnerable and disparate group of stakeholders (such as large groups of employees, pensioners, or individual unsecured investors) requires a court-ordered charge and/or the payment of their professional fees in order to be able to effectively participate in the restructuring process. This makes sense in the right circumstances, as absent an order from the court under section 11.52(1)(c), these stakeholders would not be able to effectively participate (or participate at all) in a large commercial restructuring. In other words, the payment of the fees of vulnerable stakeholders may be necessary to ensure their ability to effectively participate in CCAA proceedings. 16. The relief sought by the Trustee does not fall within the text or spirit of section 11.52(1)(c) of the CCAA. The only hint that the Trustee requires funding to participate in these proceedings is its bald statement that the “Trustee does not have access to independent funding to fund its participation in these CCAA proceedings.”11 There is no evidence to support this assertion. 17. The absence of any evidence from the Trustee on this application is not a procedural irregularity. It is the result of the implausibility of the Trustee’s assertion that it lacks the financial wherewithal to fund its participation in these CCAA proceedings. The Trustee, which voluntarily accepted its mandate on behalf of the Noteholders, is “one of the most financially sound and 9 Re Homburg Invest Inc., 2014 QCCS 980 at para. 86 [Tab 1]. 10 The rationale and test for the payment of fees is the same as the underpinning of section 11.52(1)(c) which speaks of a charge. As noted by the court in Homburg “[i]f the Court has the power to grant a charge to secure payment by the Debtor, surely the general jurisdiction under Section 11 allows for an order of payment of such amounts.
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