Stoneway Capital Corporation’s CBCA Proceedings

Goodmans LLP acted as co-counsel to the Term Loan Lenders to Stoneway Capital Corporation in its proceedings before the Ontario Superior Court of Justice (Commercial List) to implement a pre-arranged international restructuring transaction (the "CBCA Restructuring Transaction") pursuant to the Canada Business Corporations Act (the “CBCA” and the “CBCA Proceedings”).

The CBCA Restructuring Transaction had been negotiated and settled among (i) Stoneway, (ii) an ad hoc committee of holders of Stoneway's outstanding 10.000% senior secured notes due 2027 (the "Existing Notes" and the “Ad Hoc Noteholders Committee”) and (iii) Gramercy Energy Secured Holdings II LLC and Gemcorp Fund I Limited and Gemcorp Multi Strategy Master Fund SICAV SCS (together, the “Term Loan” and the “Term Loan Lenders”).

Stoneway is a privately held New Brunswick, Canada company headquartered in Buenos Aires, Argentina, that was established in 2016 for the purpose of constructing, owning, and operating power generation plants to provide electricity to the wholesale electricity market in Argentina through its indirect subsidiaries.

Pursuant to the chapter 11 proceedings, the restructuring of Stoneway’s approximately $984 million of indebtedness (including accrued and unpaid interest) was ultimately implemented through a plan of reorganization pursuant to Chapter 11 of the U.S. Bankruptcy Code, together with a revised plan of arrangement pursuant to the CBCA, and in conjunction with an out-of-court sale transaction of all or substantially all of Stoneway’s assets to MSU Energy Holding Ltd. (MSU). As consideration for the assets, SCC Power Plc (an affiliate of MSU) issued to the ad hoc group and certain other creditors and interest holders of Stoneway $17.86 million 6% secured first-lien notes due 2028, $310 million 8% secured second-lien notes due 2028, and $200 million 4% secured third-lien notes due 2032.  The CBCA plan was approved on May 3, 2022, and the Chapter 11 plan on May 12, 2022.