On December 22, 2017, Sonicfield Global Ltd., an indirect wholly owned subsidiary of CST Group Ltd., and Deloitte Restructuring Inc., in its capacity as court appointed receiver and manager of the assets, properties and undertakings of Grande Cache Coal LP, Grande Cache Coal Corp., Up Energy (Canada) Ltd. and 0925165 B.C. Ltd, entered into an asset purchase and sale agreement, pursuant to which Sonicfield agreed to purchase certain coal assets from the Receiver for aggregate consideration of approximately US$433.9 million.
Concurrently, Sonicfield and China Minsheng Banking Corp., Ltd. entered into a restructuring implementation agreement providing for, among other things, the debt restructuring of Grande Cache Coal LP and Grande Cache Coal Corp. in connection with the Transaction.
On March 1, 2018, Sonicfield, CST Canada Coal Ltd., an indirect wholly owned subsidiary of Sonicfield, and the Receiver entered into an assignment and assumption agreement, pursuant to which Sonicfield assigned all of its rights, interests and obligations under the Purchase Agreement to CST Canada.
On July 18, 2018, the Transaction and the Debt Restructuring were completed.
CST Group Ltd., Sonicfield and CST Canada were represented by Bennett Jones LLP with a team that included Kristos Iatridis, John Lawless and Kevin Zhou (corporate), Kevin Zych, Chris Simard (restructuring & insolvency), Brad Gilmour (regulatory), Simon Foxcroft (mining), Darcy Moch, Jay Winters (tax), Murray Coleman, Michael Ramsay (financial services), John Gilmore (employment) and Alixe Cameron (real estate).
Sullivan & Cromwell LLP were Hong Kong legal counsel to CST Group Ltd., Sonicfield and CST Canada, with a team including Kay Ian Ng, Melaney Sy, Michelle Vickers and Rosana Tse (corporate).
McCarthy Tétrault LLP represented the Receiver, led by Sean Collins, Walker MacLeod and Pantelis Kyriakakis (restructuring & insolvency), Roger Taplin and Stephanie Axmann (mining), Ainslie Hurd (business), Christopher McHardy (labour & employment), and Selina Lee-Andersen (environmental/Aboriginal).
Blake, Cassels & Graydon LLP were Canadian legal counsel to China Minsheng Banking Corp., Ltd. with a team comprising Andrew Kolody and Maria Spronk-Johnson (financial services).
White & Case LLP were Hong Kong legal counsel to China Minsheng Banking Corp., Ltd.