Stelco Inc. emerges from CCAA proceedings

On June 30, 2017, Stelco Inc. (Stelco), formerly U.S. Steel Canada Inc., emerged from Companies’ Creditors Arrangements Act (CCAA) proceedings through the implementation of a CCAA plan. This involved the compromise of more than $2 billion of debt and the restructuring of approximately $2 billion of pension and benefit obligations. The CCAA plan also included new regulations by the Ontario government, new financing, new collective agreements with its three union locals, the creation of a “Landco” that will monetize significant land holdings around Hamilton harbour and elsewhere for the benefit of retirees, important arrangements with the Ministry of the Environment to address environmental matters, and the acquisition of Stelco from United States Steel Corporation (USS) by its new owner, Bedrock Industries, LP (Bedrock).

Stelco is a steel company based in Hamilton, Ont., and is a significant economic player for the City of Hamilton and the Canadian steel industry.

McCarthy Tétrault LLP represented Stelco throughout the proceedings as restructuring and corporate counsel with a team led by James Gage that included Barbara Boake, Heather Meredith, Sharon Kour and Trevor Courtis (bankruptcy & restructuring), Robert Hansen, Richard Higa, Jake Irwin, Justin Lapedus, Heidi Gordon, Ryan Hornby, Paul Kunynetz, Suraj Rammohan, Nicole Rumble, Shauvik Shah and Christopher Zawadzki (business), Hovsep Afarian, Sarit Batner, Julie Parla, William Scott, Paul Steep, Junior Sirivar, Paul Davis, Jordan Katz and Atrisha Lewis (litigation), Oliver Borgers and Michele Siu (competition), Tzen-Yi Goh, Diego Beltran and Isabel Henkelman (real property and planning), Gabrielle Richards and Amanda Laren (tax), Ryan Prescott, Barry Sookman and Keith Rose (technology) and Joanna Rosengarten (environmental).

Stelco was represented in-house by John Kain and Mark Hemingway.

Hicks Morley Hamilton Stewart Storie LLP acted as labour and pension counsel to Stelco with a team that included Stephen Shamie, Elizabeth Brown, Terra Klinck and Lisa Mills.

Weil, Gotshal & Manges LLP acted as US counsel to Stelco with a team that included Robert Lemons, Arkady Goldinstein, Vincent Yiu and Matthew Skrzynski.

WeirFoulds LLP acted as counsel to the directors of Stelco with a team that included Marie-Andrée Vermette and Bryan Finlay.

Bennett Jones LLP acted as counsel to the Monitor, Ernst & Young, with a team that included Kevin Zych, Raj Sahni, Robert Staley and Danish Afroz.

Borden Ladner Gervais LLP acted as M&A counsel to Bedrock with a team that included Paul Simon (now GC of Stelco), Andrew Harrison, Subrata Bhattacharjee, Gregory McLean, Ian Li, Daniel Lang, Pamela Cross, Sonia Mak, James Fu; Brian Mulroney, Brennan Carroll, Bruce Fowler, Evelyn Goldfarb, Shane Pearlman, Victoria Everett, Evita Ferreira, Gabrielle Kramer, Laura Costen, Jake Hogan, Rick Coburn, Andrew McLean and Eric Boehm.

Goldman Sloan Nash & Haber LLP acted as restructuring counsel to Bedrock with a team that included Mario Forte.

Goodmans LLP represented the Superintendent of Financial Services as Administrator of the Pension Benefits Guarantee Fund, and the Province of Ontario as restructuring and corporate counsel, with a team that included Gale Rubenstein, Melaney Wagner, Ryan Baulke and John Alton (restructuring and pensions), Daniel Gormley (corporate), Carrie Smit (tax), Ira Barkin (real estate), Mark Blidner (municipal assessment), and Alan Mark, Peter Ruby, Tamryn Jacobson and Jesse-Ross Cohen (litigation).

The Superintendent of Financial Services was represented in-house by Barbara Austin, Mark Bailey and Anne Slivinskas. The Ministry of Finance was represented in-house by Shemin Manji. The Ministry of the Environment and Climate Change was represented in-house by Nadine Harris, Justin Jacob and Lauren Sasaki

Thornton Grout Finnigan LLP acted as restructuring counsel to USS with a team that included Bob Thornton, Leanne Williams and Mitch Grossell.

Wildeboer Dellelce LLP acted as corporate counsel to USS with a team that included Perry Dellelce, James Brown, Julie Anderson and Amir Torabi (corporate) and John Kutkevicius (tax).

Blake, Cassels & Graydon LLP acted as lead trial counsel for USS with a team that included Michael Barrack (restructuring & insolvency, litigation), Jeff Galway (litigation), Linc Rogers (restructuring & insolvency), Anne Glover (inSource), Max Shapiro (litigation) and Kiran Patel (litigation).

USS was represented in-house by Tim Cornetti, Mark Furry and Scotland Duncan.

Stikeman Elliott LLP acted as counsel to United States Steel and Carnegie Pension Fund with a team that included Elizabeth Pillon and Natasha vandenHoven.

Paliare Roland Rosenberg Rothstein LLP acted as counsel to the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union (the USW) with a team that included Ken Rosenberg, Lily Harmer, Max Starnino, Karen Jones, Emily Lawrence, Gord Capern, Kris Borg-Olivier and Denise Cooney.

Davies Ward Phillips & Vineberg LLP acted as special counsel to the USW with a team that included Jay Swartz and Anthony Spadaro (financial restructuring & insolvency), Gabriella Lombardi, Steven Willard and Pawel Mielcarek (commercial real estate), Sarah Powell (environmental), Christopher Anderson (tax) and Jessica Bullock (pension).

Cavalluzzo Shilton McIntyre Cornish LLP acted as counsel to USW Local 1005 with a team that included Tracey Henry, Michael Wright and Amanda Darrach.

Inch Hammond Professional Corporation acted as counsel to USW Local 1005 throughout the proceedings, with a team that included Sharon White, John Hammond and Andrew Pelletier.

Koskie Minsky LLP acted as court-appointed representative counsel to current and former salaried employees of Stelco with a team that included Andrew Hatnay, Barbara Walancik, George Dzuro, James Harnum and Amy Tang.

Osler, Hoskin & Harcourt LLP acted as counsel to the DIP lender, Brookfield Capital Partners Ltd., with a team that included Patrick Riesterer and Sandra Abitan (restructuring & insolvency) and Waleed Malik (litigation).

Norton Rose Fulbright Canada LLP acted as counsel to Wells Fargo, the exit ABL lender, with a team that included David Amato, Serge Levy, Karen Galpern, Evan Cobb, Matthew Lippa, Denise Gan, Lauren Day, Victoria Riley, Riccardo Lento, Martin Rochette (pensions), John Naccarato, Oliver Moore and Matthew Perron (real estate), Janet Bobechko (environmental), Barry Segal (tax), Kevin Ackhurst (competition) and Lisa Cabel (employment).

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