Rokstad Holdings: CAD$20M Canadian Sale in Cross-Border Chapter 15

FTI Consulting Canada Inc. filed chapter 15 petitions for Rokstad Holdings Corporation and nine affiliated debtors in the U.S. Bankruptcy Court for the District of Delaware on November 21, 2024, opening lead case 24-12645 to extend a Canadian receivership across the border. The petitions sought recognition of a British Columbia receivership — commenced under section 243 of the Bankruptcy and Insolvency Act rather than the CCAA — as a foreign main proceeding, securing the automatic stay and asset protections needed to run a cross-border sale of the power-infrastructure group's Canadian and U.S. operations.

Stellex Capital Management acquired both layers of Rokstad's secured debt in October 2024, then drove the receivership and the chapter 15 recognition petition within roughly seven weeks. Acting through receiver FTI Consulting Canada Inc., the estate financed operations with court-authorized receiver's certificates in place of a section 364 DIP, settled prepetition litigation against Stellex, and sold substantially all assets within about 80 days of the petition in a bifurcated sale process that split the business along the U.S.–Canada border.

Debtor(s)	Rokstad Holdings Corporation (10 jointly administered entities)
Court	U.S. Bankruptcy Court, District of Delaware
Case Number	24-12645
Petition Date	November 21, 2024
Foreign Representative	FTI Consulting Canada Inc.
Foreign Main Proceeding	Supreme Court of British Columbia (BIA § 243 receivership)
Judge	Hon. Mary F. Walrath
Recognition Order	December 12, 2024

Multi-Year Default and the Path to Receivership

Rokstad Group provides transmission and distribution services for electrical power infrastructure, performing maintenance, repairs, and upgrades for utility customers across Canada and the United States. By the time of the November 2024 filing, the factual record described a default that had been building for more than two years. Canadian Western Bank, Rokstad's first-ranking secured lender, issued letters of default on March 31 and April 8, 2022, alleging 14 separate counts of default under the CWB loan agreement. On September 4, 2024, the bank issued a formal demand for repayment of all indebtedness and served notices of intention to enforce security under section 244 of the Bankruptcy and Insolvency Act.

Rokstad was cash-flow negative by approximately US$1.5 million to US$2 million per month, with seasonal performance expected to deteriorate further. In the eight weeks before the receivership application, the group came within 24 hours of failing to fund payroll on at least two occasions. Trade payables exceeded US$18 million as of September 4, 2024, of which more than US$15 million was delinquent; some vendors had received no payment for nearly a year, and equipment providers had threatened to repossess critical equipment.

Stellex's Debt Acquisition and BIA Receivership

Rokstad's prepetition capital structure carried two secured layers. Canadian Western Bank held first-ranking secured obligations of more than US$34 million under the CWB loan agreement, and Crown Capital Partner Funding LP held more than CAD$60 million in subordinate secured debt. Both facilities passed to a single holder before the receivership: Stellex Power Line Opco LLC and an affiliated Canadian acquisition vehicle, 1501841 B.C. Ltd., acquired the CWB debt on October 7, 2024 and the Crown Capital subordinate debt on October 28, 2024.

With the secured stack consolidated, Stellex drove the enforcement process on a compressed timeline. It filed an interim receivership application in the British Columbia Supreme Court on October 10, 2024, and FTI Consulting Canada Inc. was appointed interim receiver. Stellex began providing millions of dollars in bridge funding on October 15, 2024 to keep critical operations running, then filed the application for a permanent receiver on October 25, 2024. The BC Supreme Court entered the receivership order appointing FTI as permanent receiver on November 6, 2024, and FTI filed the chapter 15 petitions in Delaware 15 days later. The Receiver's preliminary reporting attributed the underlying insolvency to a loss of working capital and an unsustainable capital structure.

Chapter 15 Recognition Before Judge Walrath

On November 22, 2024 — the day after the petition — the court entered an order granting provisional relief under section 1519, applying the section 362 automatic stay to U.S. assets, enjoining seizures and lien enforcement, extending section 365(e) ipso facto protections to executory contracts, and confirming FTI's exclusive control over U.S. litigation and asset administration. The same order approved joint administration of the ten debtor entities.

On December 12, 2024, Judge Mary F. Walrath entered the order granting recognition of the British Columbia receivership as a foreign main proceeding. The court found that Rokstad's center of main interests was in Canada, recognized the BC receivership under section 1517, and confirmed FTI Consulting Canada Inc. as foreign representative within the meaning of section 101(24). Recognition triggered automatic relief under section 1520 — including the section 362 stay and the protections of sections 363, 365(e), 549, and 552 — and Judge Walrath granted discretionary relief under section 1521, extending comity to the BC receivership order and confirming the foreign representative's operational and examination authority over U.S. assets.

Receiver's Borrowing, KERP, and the Stellex Settlement

Because a section 243 receivership has no section 364 DIP mechanism, the estate financed operations through court-authorized receiver's certificates issued to Stellex. Authorized borrowing was raised on a rolling basis as the sale process developed: the Receiver's first report sought an increase from US$5 million to US$8 million to maintain operations and meet payroll, and a final increase to US$12 million was authorized as part of the December 30, 2024 settlement and recognition package. The Receiver's Charge ranked first against the debtors' property, followed by an expense reimbursement charge covering Stellex's stalking-horse fees, the receiver's borrowing charge of up to US$12 million, and a charge securing the key employee retention program.

That December 30 package also resolved litigation that threatened the sale. Before the receivership, Rokstad Holdings had sued Stellex Capital Management LLC in the Southern District of New York, alleging that Stellex breached a non-disclosure agreement by acquiring the CWB and Crown secured facilities while bound by confidentiality obligations from earlier strategic discussions. The Receiver concluded the SDNY action was frivolous and a material threat to the sale process. On December 30, 2024, the Delaware court entered an order recognizing the BC omnibus approval order and approving a Bankruptcy Rule 9019 settlement under which the Receiver discontinued the SDNY lawsuit with prejudice, Stellex agreed to reduce the secured indebtedness by US$2 million and to assume certain warranty obligations, receiver's borrowing was raised to US$12 million, and the key employee retention program was approved at maximum aggregate compensation of US$402,600.

Bifurcated Sale to Stellex and Graham

The Receiver ran a court-supervised sale solicitation process with Stellex as stalking horse on a fast timeline approved by the BC Supreme Court. Under the stalking-horse asset purchase agreement, 1501841 B.C. Ltd. and Stellex Power Line Opco LLC offered consideration equal to a credit bid of all outstanding receivership certificates plus C$45 million of the secured obligations, payment of priority claims, and assumption of assumed liabilities. The Stellex transaction was structured around the U.S. operations of the power-infrastructure group, and the stalking horse was entitled to an expense reimbursement secured by a charge on the property if a competing transaction prevailed.

The marketing process opened with a teaser on December 13, 2024 and set a qualified-bid deadline of January 10, 2025, with an auction reserved for January 14 if needed. The Receiver executed non-disclosure agreements with seven potential bidders and received two qualified bids: the Stellex stalking horse and an alternate lot bid from Graham Maintenance Services LP and 42 West Constructors Ltd. for the Canadian operations. Rather than running a head-to-head auction, the Receiver — in consultation with Stellex — bifurcated the sale along country lines. Graham and 42 West acquired substantially all of the Canadian operations for approximately CAD$20 million, including CAD$18 million in cash at closing plus assumed contracts and leases, while Stellex acquired the U.S. operations and a limited subset of Canadian-held property funded by its credit bid of the receivership certificates and secured obligations. PE Hub reported the U.S. asset acquisition as Stellex's purchase of Rokstad's U.S. business.

The BC Supreme Court approved the bifurcated sale on January 17, 2025 and entered the approval and vesting order for the Stellex transaction on January 31, 2025. On February 7, 2025, the Delaware court entered an order recognizing the approval and vesting order, finding that the sale was for fair consideration, that Stellex's credit bid was proper under section 363(k), that the buyer was a good-faith purchaser under section 363(m), and that the sale was free and clear of liens, claims, and encumbrances other than permitted encumbrances. The court extended those findings to assets within U.S. territorial jurisdiction as well as to assets administered in the Canadian receivership.

Thom Stay Relief and Contract Assignment

The one contested matter to draw judicial attention in the U.S. case was a stay-relief motion by Tracy L. Thom and Jennifer J. Thom. Mr. Thom, a journeyman carpenter, sustained permanent injuries on February 18, 2021 in Salem, Oregon when his left foot was run over by a truck and trailer owned by debtor Rokstad Power Inc. The Thoms sued in Oregon state court in February 2023, and the action was removed to the U.S. District Court for the District of Oregon, alleging negligence, employer liability, and loss of consortium. They moved for relief from the stay to liquidate their claims against applicable insurance policies rather than against estate assets.

The Delaware court entered a stipulated order granting stay relief on April 3, 2025, permitting the Oregon action to proceed to judgment subject to recovery being limited to applicable insurance proceeds. Earlier, following entry of the approval and vesting order, the Receiver had filed its final notice of assigned contracts on March 31, 2025, identifying the executory contracts and unexpired leases assumed and assigned to the buyers at closing. The U.S. docket remained substantially quiet after the contract-assignment notice and the Thom order.

Pachulski Stang Ziehl & Jones LLP served as U.S. counsel to the foreign representative, with Steven Golden, Debra Grassgreen, and Brooke E. Wilson appearing for FTI. Greenberg Traurig, LLP represented Stellex and its acquisition vehicles, with Anthony Clark, Oscar N. Pinkas, and Nathan A. Haynes appearing on the buyer side.

Key Timeline

Date	Event
Mar 31 / Apr 8, 2022	CWB issues letters of default alleging 14 counts under the loan agreement
Sep 4, 2024	CWB issues formal repayment demand and BIA § 244 notices
Oct 7, 2024	Stellex acquires CWB first-lien obligations (>US$34M)
Oct 10, 2024	Interim receivership application filed; FTI appointed interim receiver
Oct 25, 2024	Application for permanent receiver filed
Oct 28, 2024	Stellex acquires Crown Capital subordinate debt (>CAD$60M)
Nov 6, 2024	BC Supreme Court enters receivership order; FTI appointed permanent receiver
Nov 21, 2024	Chapter 15 petitions filed in Delaware (lead case 24-12645)
Nov 22, 2024	Provisional relief and joint administration ordered
Dec 12, 2024	Recognition of Canadian receivership as foreign main proceeding
Dec 13, 2024	Sale solicitation teaser launched
Dec 30, 2024	Omnibus approval and Stellex Rule 9019 settlement recognized
Jan 10, 2025	Qualified-bid deadline; Graham lot bid submitted
Jan 17, 2025	BC Supreme Court approves bifurcated sale
Jan 31, 2025	BC approval and vesting order entered
Feb 7, 2025	Delaware court recognizes approval and vesting order
Mar 31, 2025	Final notice of assigned contracts filed
Apr 3, 2025	Order granting Thom stay relief entered

Frequently Asked Questions

Who is the foreign representative for Rokstad Holdings?

FTI Consulting Canada Inc. serves as the court-appointed receiver in the British Columbia proceeding and as the foreign representative in the U.S. chapter 15 case. Judge Mary F. Walrath recognized FTI in that capacity in the December 12, 2024 recognition order.

What is the foreign main proceeding being recognized?

The foreign main proceeding is a receivership of the Rokstad Group in the Supreme Court of British Columbia, commenced under section 243 of the Bankruptcy and Insolvency Act rather than the Companies' Creditors Arrangement Act. The Delaware court found that Rokstad's center of main interests was in Canada and recognized the receivership under section 1517.

Who acquired Rokstad's assets?

The assets were sold in a bifurcated transaction. Graham Maintenance Services LP and 42 West Constructors Ltd. acquired substantially all of the Canadian operations for approximately CAD$20 million, including CAD$18 million in cash. Stellex, through 1501841 B.C. Ltd. and Stellex Power Line Opco LLC, acquired the U.S. operations and a limited subset of Canadian-held property through a credit bid of its receivership certificates and secured debt.

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