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Sep 15, 2022

KSV Restructuring Inc. (“KSV”) and its affiliate, KSV Advisory Inc. was appointed as proposed Receiver in the time period leading up to the receivership of Genesis and its parent, 965591. A wholly, owned subsidiary of Genesis, Fusion Cine Sales & Rentals Inc., was not impacted by the receivership. A pre-packaged sale transaction was implemented by way of a unique combination of a daylight receivership (the transaction was approved at the same time that the Receiver was appointed) and a reverse vesting order.

Reverse vesting orders are a relatively recent innovation in Canada whereby the debtor’s liabilities and certain of its assets are vested by court order in a residual company and the retained assets and liabilities remain with the debtor. The debtor’s shares are then acquired by the purchaser. When used appropriately, this can allow for the preservation of contracts, licenses and permits, and certain tax attributes, which may not be assigned and might otherwise be lost or impaired in a traditional asset sale. The structure does not require a plan of compromise or arrangement to be approved by creditors. In this case, the transaction was opposed unsuccessfully by Genesis’ largest unsecured creditor, Convergint Technologies Ltd.

McMillan acted as counsel to the proposed Receiver, KSV Restructuring Inc., in connection with the proceedings with a team led by Adam Maerov and comprised of Kourtney Rylands and Preet Saini.

McMillan’s Restructuring & Insolvency Group is one of Canada’s leading business insolvency groups. Our highly skilled team includes top-ranked lawyers known for their expertise and creative problem-solving, allowing McMillan to deliver the highest standards of transactional and structuring leadership, and commercial advocacy. We have advised on the restructuring, purchase and sale of businesses in a variety of industries. We regularly work with financially challenged companies, boards of directors, Canadian and US financial institutions, lending syndicates, bondholders, investors, ad hoc and official creditors’ committees, court-appointed officers and major customers and suppliers of insolvent companies. We provide our clients with successful outcomes and comprehensive solutions to the most challenging problems.