Ontario · CCAA
Application Record of the Applicant – dated February 24, 2020
Application / notice of application · 24 February 2020
AI summary
A plain-English summary drawn only from this filing: what it is, why it matters, and the parties, amounts and dates it turns on.
What we verified from this filing8 verified
- financial positionnote: Assets consist mostly of acquisition and renovation costs of the Nuvo Property/Building, plus cash, accounts receivable, amounts due from shareholders/related parties and prepaid expenses. The affidavit also says an April 2019 appraisal values the Nuvo Property 'at an amount that far exceeds its obligations to its lenders' (appraised value not stated on these pages). 2019 results: rental income $2,370,321 and event income $208,506; overall operating loss of $1.83 million per the affidavit (the Exhibit C P&L page shows a total of about $1.63 million loss — the affidavit's figure is the one stated in prose). · page: 19 · as at: 2019-12-31 · basis: Internally prepared, unaudited balance sheet (Exhibit B); assets stated at 'book value of approximately $25.5 million'; liabilities 'approximately $27.8 million'. · scope: Assets described as Nuvo's 'on a consolidated basis'; balance sheet is for 2607380 Ontario Inc. o/a Nuvo Network. Liabilities consist mainly of long-term debt, both as borrower on the Nuvo Property financing and as guarantor of the Mohawk Entities' debt. · currency: CAD · total assets: 25500000 · total liabilities: 27800000
- secured creditorsnote: Stated as 'approximately $17.3 million, inclusive of interest' (principal and interest), under the Meridian Credit Agreement as amended by the Meridian Amendment and Forbearance Agreements. Meridian last advanced funds March 2019; forbearance periods have expired. · page: 20 · as of: 2020-01-31 · amount: 17300000 · debtor: 2607380 Ontario Inc. (Nuvo) · creditor: Meridian Credit Union Limited · currency: CAD · security: First-ranking collateral mortgage on the Nuvo Property (Meridian Charge, registered maximum $23,000,000 — a registration ceiling, not a balance); general assignment of rents; general security agreement over all present and after-acquired personal property; personal guarantee from Shawn Saulnier and guarantees from certain Mohawk Entities. Under the Aug 16, 2019 Standstill Agreement the Meridian Charge ranks first up to $20,735,000 (Meridian Limited Indebtedness), with CCCI Charge ranking ahead of Meridian over amounts in excess of that limit, and Meridian's excess ranking second. Original facilities: Facility 1 demand loan $12,350,000; Facility 2 construction loans up to $5,000,000; Facility 3a $20,000,000 take-out facility (removed Aug 2019).
- secured creditorsnote: Amount is the stated principal of the VTB as of the grant date; no later balance is given. Does not bear interest until 2022; repayable in full January 2023. CCCI is also a long-term tenant of the Nuvo Building (lease of approx. 31,250 sq ft). · page: 25 · as of: 2018-01-23 · amount: 4500000 · debtor: 2607380 Ontario Inc. (Nuvo) · creditor: Crossroads Christian Communications Inc. (CCCI) · currency: CAD · security: Vendor take-back mortgage (CCCI Charge) registered in second position behind the Meridian Charge; under the Standstill Agreement ranks first over all amounts in excess of the Meridian Limited Indebtedness ($20,735,000).
- secured creditorsnote: Stated as 'approximately $2.8 million … inclusive of interest'. Interest at prime + 11.8%; no interest payments since July 2019. Commitment matured on the earlier of March 23, 2020, demand, or maturity/demand under the Meridian Credit Agreement. · page: 26 · as of: 2020-01-31 · amount: 2800000 · debtor: 2607380 Ontario Inc. (Nuvo) · creditor: Bridging Finance Inc. · currency: CAD · security: Third-ranking charge on the Nuvo Property (Bridging Charge); general security agreement over all present and after-acquired property of Nuvo; unsecured guarantees from Shawn Saulnier and certain Mohawk Entities. Subordinate under the Standstill Agreement. Commitment dated March 20, 2018 in maximum principal amount of $2,500,000 (facility maximum, not the balance).
- secured creditorsnote: Security is NOT on the Nuvo Property; Nuvo is a joint borrower/guarantor. $2.5M loan increased to $2.75M with interest reserve (July 2019); 15% annual interest; matured February 1, 2020. Related-party personal guarantees (borrower's principal and spouse). · page: 27 · as of: 2020-01-31 · amount: 2750000 · debtor: 2607380 Ontario Inc. and certain Mohawk Entities, Shawn and Bridget Saulnier (joint borrowers) · creditor: Celernus Investment Partners Inc. · currency: CAD · security: Charges of $2,750,000 registered against the KOA Campground and the Mohawk Inn and against the Saulniers' personal homes in Hamilton and Milton; full guarantees by each corporate borrower and by Bridget and Shawn Saulnier. A charge against the Nuvo Property was contemplated on a best-commercial-effort basis but was never registered.
- secured creditorsnote: Post-filing DIP financing, not pre-filing capital structure. Of the $700,000 initial advance, $500,000 goes to Nuvo and the remainder covers Maynbridge's commitment fee and professional fees. Interest 9.5%; commitment fee $210,000. · page: 42 · as of: proposed Initial Advance (post-filing, Feb 2020) · amount: 700000 · debtor: 2607380 Ontario Inc. (Nuvo); Nuvo Network Inc. as guarantor · creditor: Maynbridge Capital Inc. (proposed DIP lender) · currency: CAD · security: Proposed court-ordered DIP Charge ranking second behind the Administration Charge; initial DIP Charge $700,000, to be expanded at Comeback Motion to secure the full facility maximum of $7,180,000 (facility limit, not a balance).
- secured creditorsnote: Lien amounts not stated on the pages provided. The Applicant proposes critical-supplier payments or other arrangements to secure their return to the site. Several construction liens in total are registered against the Nuvo Property. · page: 43 · debtor: 2607380 Ontario Inc. (Nuvo) · creditor: Maple Reinders and Barrie Glass (construction lien claimants) · currency: CAD · security: Construction liens registered against the Nuvo Property.
- unsecured creditorsnote: Comprises 2020 interim taxes of $65,707.56 (instalments due Feb 21, 2020 and Apr 21, 2020) plus $140,608.02 past-due 2019 arrears inclusive of penalty charges (as at Jan 13, 2020). Municipal tax claim; ranking not characterized in the document. · page: 49 · as of: 2020-01-14 · basis: Per the City of Burlington 2020 Interim Tax Bill (Exhibit A) and affidavit: total outstanding property tax liability. · amount: 206315.58 · debtor: 2607380 Ontario Inc. (Nuvo) · creditor: City of Burlington (property taxes) · currency: CAD