On December 3, 2021, Behr Technologies Inc. (“Behr” or the “Company”) filed a Notice of Intention to Make a Proposal (“NOI”) under Section 50.4 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the “BIA”), and B. Riley Farber Inc. (“B. Riley Farber”) was appointed as proposal trustee in the Company’s NOI proceedings (in such capacity, the “Proposal Trustee”). A copy of the Certificate of Filing of a Notice of Intention to Make a Proposal is posted below.
The Company is currently operating under an extension of the stay of proceedings up to, and including, April 15, 2022.
Relevant documents are posted below
Sale Process
Transaction Completion
The Court, by Order of Justice Wilton-Siegel dated March 28, 2022 (the “Approval and Vesting Order”), has approved among other things:
- the Stalking Horse se Agreement between 13486826 Canada Inc. (the “Purchaser” or the “Stalking Horse Bidder”) and the Company with such minor amendments as may be approved by the Company and the Proposal Trustee and authorizing and directing the Company and the Proposal Trustee to complete the transactions contemplated therein (the “Sale Transaction”);
- upon delivery of the Proposal Trustee’s certificate to the Purchaser, vesting in the Purchaser all of Behr’s right, title and interest in the Purchased Assets (as defined in the Sale Agreement); and,
- extending the time to file a proposal from April 2, 2022 to April 15, 2022.
A copy of the Approval and Vesting Order is posted below.
The Proposal Trustee confirms that the Sale Transaction has been completed.
In addition, the Company is deemed bankrupt effective April 16, 2022.
Overview
On January 26, 2022, An Order was issued by Superior Court of Justice (Commercial List) (“Sale Process Order”):
- approving the sale and investment solicitation process including auction procedures;
- approving the Stalking Horse Assets Purchase Agreement executed by 13486826 Canada Inc. (in such capacity, the “Stalking Horse Bidder“) dated as of January 19, 2022 (the “Stalking Horse Agreement“);
- authorizing and directing Behr to pay the Stalking Horse Bidder the Break Fee (as defined in the Stalking Horse Agreement), in the amount of $75,000, if a superior transaction is identified pursuant to the SISP (in accordance with the Stalking Horse Agreement and SISP);
- extending the time for filing of a Proposal by Behr in its BIA proposal proceedings by forty-five days up to and including April 2, 2022;
- approving a $250,000 increase to the maximum principal amount of the debtor-in-possession interim financing (the “DIP Facility“) provided by 13486826 Canada Inc. (“1348“) pursuant to a DIP Loan Agreement dated as of November 23, 2021 (the “DIP Loan Agreement“) between Behr and 1348, as lender (in such capacity, the “DIP Lender“), as amended by an amending agreement dated January 19, 2022 (the “DIP Loan Amendment“);
- approving the Second Report to the Court of B. Riley Farber in its capacity as Proposal Trustee in the proposal proceedings, to be filed (the “Second Report“), and the Proposal Trustee’s activities set out therein; and,
- approving the fees and disbursements of the Proposal Trustee and its counsel for the period from November 1, 2021 to December 31, 2021.
The Sale Process Order approved the sale and investment solicitation process including the auction procedures in the form attached thereto as Schedule “A” (“Sale Process”).
As noted above, The Sale Process features a court-approved Stalking Horse Agreement for all the assets of the Company.
To obtain further information relevant to the Sale Process, please review the documents below.
Please contact James Sacoransky at (416) 496-3764 or by email at [email protected] to obtain relevant documentation (such as the “teaser” document and NDA).
Bankruptcy
On April 16, 2022, the Company was deemed bankrupt after it failed to make a proposal by the court-ordered deadline and B. Riley Farber was appointed as Bankruptcy Trustee.
The First Meeting of Creditors will be held via ZOOM videoconference on Friday, May 2, 2022 at 11:00 a.m. (EST). To join the meeting, please use the below access details:
ZOOM URL: https://farbergroup.zoom.us/j/87909758740?pwd=SXBoOVVtemZjMWZhbitOWHJjU01JUT09
Meeting ID: 879 0975 8740
Passcode: 843976
A copy of the bankruptcy creditors package can be found below.
Creditor or Employee Inquiries
For creditor or employee inquiries, please contact:
Geanina Schmidt
Associate | Restructuring
T: 437.294.4620
E: [email protected]
The case updates and court filed documents on this website are for information purposes only and you should consult your financial or legal adviser if you have any questions or concerns about your rights or obligations. Additional updates on the status of these proceedings may become available in the future.
Documents
NOI/Proposal Documents
Bankruptcy Documents
Court Reports
- First Report of the Proposal Trustee – December 10, 2021
- Second Report of the Proposal Trustee – January 21, 2022
- Third Report of the Proposal Trustee – March 21, 2022
Motion Materials
- Motion Record, returnable December 16, 2021
- Motion Record, returnable January 26, 2022
- Motion Record, returnable March 28, 2022
Court Orders
- Order of Justice Patillo – December 16, 2021
- Endorsement of Justice Patillo – December 16, 2021
- Order of Justice Kimmel – January 26, 2022
- Endorsement of Justice Kimmel – January 26, 2022
- Order of Justice Wilton-Siegel – March 28, 2022