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Master Restructuring Agreement for Canada

Master Restructuring Agreement Template for Canada

A comprehensive legal agreement governed by Canadian federal and provincial laws that establishes the framework for a company's financial and operational restructuring. This document outlines the rights, obligations, and procedures for all involved parties, incorporating provisions from the Companies' Creditors Arrangement Act (CCAA) and/or Bankruptcy and Insolvency Act (BIA) as applicable. It details the restructuring plan, including debt reorganization, operational changes, creditor treatments, implementation procedures, and ongoing obligations, while ensuring compliance with Canadian regulatory requirements and market practices.

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What is a Master Restructuring Agreement?

The Master Restructuring Agreement serves as the primary document in Canadian corporate restructuring scenarios, typically employed when a company requires significant financial and operational reorganization. It is commonly used in conjunction with proceedings under the Companies' Creditors Arrangement Act (CCAA) or Bankruptcy and Insolvency Act (BIA), depending on the company's size and circumstances. This agreement comprehensively addresses all aspects of the restructuring process, including debt reorganization, operational changes, creditor treatments, and implementation procedures. The Master Restructuring Agreement is particularly crucial in complex situations involving multiple creditor classes, significant assets, and various stakeholder interests, providing a structured framework for the company's rehabilitation while ensuring compliance with Canadian legal requirements and market standards.

What sections should be included in a Master Restructuring Agreement?

1. Parties: Identification of all parties to the agreement, including the debtor company, major creditors, and any other key stakeholders

2. Background: Context of the restructuring, including current financial situation, reason for restructuring, and general objectives

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Restructuring Plan Overview: High-level summary of the restructuring plan and its key components

5. Conditions Precedent: Conditions that must be satisfied before the restructuring plan becomes effective

6. Implementation Mechanics: Detailed procedures for implementing the restructuring, including timing and sequence of events

7. Treatment of Claims: Classification and treatment of different categories of claims and debts

8. Financial Arrangements: Details of new financing, debt restructuring, and payment terms

9. Governance and Management: Post-restructuring governance structure and management arrangements

10. Representations and Warranties: Standard and specific representations and warranties from all parties

11. Covenants: Ongoing obligations and restrictions on parties during and after restructuring

12. Events of Default: Circumstances constituting default and consequences thereof

13. Termination Rights: Circumstances under which parties can terminate the agreement and consequences

14. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.

What sections are optional to include in a Master Restructuring Agreement?

1. Employee Matters: Special provisions dealing with employment contracts, collective agreements, and pension obligations

2. Tax Considerations: Specific tax-related provisions and structuring requirements

3. Intellectual Property: Provisions dealing with IP rights and licenses during restructuring

4. Real Estate: Special provisions for handling real estate assets and leases

5. Environmental Matters: Provisions addressing environmental liabilities and compliance

6. Intercompany Arrangements: Treatment of intercompany claims and relationships

7. International Provisions: Specific provisions for cross-border aspects of the restructuring

8. Transition Services: Arrangements for temporary services during restructuring implementation

What schedules should be included in a Master Restructuring Agreement?

1. Schedule A - Restructuring Timeline: Detailed timeline of restructuring events and milestones

2. Schedule B - Claims Register: Comprehensive list of all claims and their classification

3. Schedule C - Assets and Liabilities: Detailed inventory of company assets and liabilities

4. Schedule D - New Corporate Structure: Post-restructuring corporate and ownership structure

5. Schedule E - Financial Projections: Financial forecasts and assumptions

6. Appendix 1 - Form of Creditor Claims: Standard forms for creditor claims submission

7. Appendix 2 - Implementation Steps: Detailed step-by-step implementation procedure

8. Appendix 3 - Required Regulatory Approvals: List of required regulatory and third-party approvals

9. Appendix 4 - New Security Documents: Forms of new security documents to be executed

10. Appendix 5 - Voting Procedures: Procedures for creditor voting and approval process

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Ƶ

Document Type

Master Agreement

Cost

Free to use
Relevant legal definitions






























































Clauses








































Relevant Industries

Manufacturing

Retail

Energy and Resources

Real Estate

Construction

Technology

Transportation and Logistics

Healthcare

Financial Services

Telecommunications

Mining

Hospitality

Agriculture

Automotive

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Risk Management

Operations

Human Resources

Corporate Communications

Investor Relations

Corporate Secretariat

Compliance

Internal Audit

Strategic Planning

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Restructuring Officer

Chief Legal Officer

General Counsel

Financial Director

Restructuring Manager

Corporate Finance Manager

Treasury Manager

Risk Manager

Insolvency Practitioner

Corporate Recovery Specialist

Workout Officer

Debt Restructuring Advisor

Investment Banker

Corporate Lawyer

Bankruptcy Trustee

Financial Controller

Operations Director

Human Resources Director

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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