Canadian Operating Companies of Concert Industries Complete Restructuring

On December 31, 2004, the Canadian operating subsidiaries of Concert Industries Ltd. completed an amalgamation and restructuring, emerged from protection under the Companies’ Creditors Arrangement Act (the CCAA) and are operating as Concert Airlaid Ltd., a company specializing in the manufacture of cellulose fiber based non-woven fabrics using airlaid manufacturing technology. Concert Airlaid has manufacturing facilities in Canada, in Gatineau and Thurso, Quebec, and a related entity operates in Germany, in Falkenhagen, Brandenburg.

Concert Industries and its Canadian subsidiaries filed for protection under the CCAA in August 2003. A plan of compromise and arrangement was approved by the creditors of the Canadian operating subsidiaries on December 10, 2004 and sanctioned by the Quebec Superior Court on December 15, 2004.

The negotiation and implementation of the plan was led by Concert and Tricap Restructuring Fund (Tricap), an investment fund established by Brascan Corp. Tricap was Concert’s senior secured creditor and provided Concert with debtor-in-possession financing. Tricap acquired its position as senior secured creditor of Concert in September 2004 when it purchased all of the senior secured debt and obligations of Concert, totalling approximately $145 million, under a credit agreement with Concert’s original senior secured lenders (collectively, the original lenders). The acquisition by Tricap of the senior secured debt was approved by the Quebec Superior Court on September 27, 2004.

The CCAA plan related only to the Canadian operating subsidiaries of Concert Industries and contemplated distributions to their creditors. The distributions were funded by Tricap. Under the plan, Tricap acquired the beneficial ownership of the shares of Concert Airlaid and related German entities in satisfaction of the outstanding senior secured debt payable to Tricap.

Implementing the CCAA plan required an extensive corporate reorganization involving, among other things, an amalgamation of the Canadian operating companies pursuant to an arrangement under section 192 of the Canada Business Corporations Act and the transfer of certain assets from Concert Industries to Concert Airlaid.

Concert was represented by Fraser Milner Casgrain LLP in Montreal with a team that included Louis Dumont, Michael Hanlon, Doug Knowles, Charles Spector, Allan Mass, Vitale Santoro, Barbara Farina and Christopher Main. Raoul Heredia of Friedman Taub Heredia Consulting Group Inc. acted as chief restructuring officer.

Tricap was represented by Ed Nordholm, senior vice-president of Tricap, and by Goodmans LLP in Toronto with a team that included Rob Chadwick, Celia Rhea, Carrie Smit, Glenn Ernst, Michael Partridge, Joseph Pasquariello, Melaney Wagner, Cathy Costa and Brian Wise.

PricewaterhouseCoopers Inc., as monitor, was represented by Sandra Abitan and David Tardif-Latourelle of Osler, Hoskin & Harcourt LLP in Montreal.

The original lenders were represented by Gowling Lafleur Henderson LLP in Montreal, with a team that included Denis St-Onge, Paule Tardif, Daniel Lacelle, Pierre Lissoir and Marc Laflèche.


Paule Tardif Vitale A. Santoro Melaney Wagner Sandra Abitan Brian Wise David Tardif-Latourelle Christopher Main Denis St-Onge Allan A. Mass Celia K. Rhea Charles R. Spector Barbara Farina Michael J. Hanlon Michael Partridge Robert J. Chadwick Daniel Lacelle Glenn S. Ernst Pierre Lissoir Cathy Costa Marc Laflèche Joe Pasquariello Carrie B.E. Smit