British Columbia · CCAA
Affidavit 1 of W Roitman filed April 1 2022
Affidavit · 31 March 2022
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What we verified from this filing4 verified
- secured creditorsnote: Related-party overlap: most of the 2MLs are unitholders of Alderbridge LP (a Debtor); Gatland, REV Investments and South Street LP are also Guarantors of Romspen's debt and shareholders of Alderbridge GP (a Debtor). Subordinated and postponed to Romspen pursuant to Second Lien Standstill Agreement dated for reference October 31, 2019. Interest accruing at ~$750,000/month per counsel/Debtor reports. · page: 3 · as of: summer of 2021 · amount: 60000000 · debtor: 0989705 B.C. Ltd., Alderbridge Way GP Ltd., and Alderbridge Way Limited Partnership · creditor: 1185678 B.C. Ltd. (Second Lien Lender), as agent for a group of investors (the "2MLs": R. Jay, J.V. Driver, MNB, Wong Holdings, Gatland, REV Investments, Voth Developments Ltd., Inland Consulting Ltd., Dennis Schwab, Lesley Schwab, and South Street LP) · currency: CAD · security: Second Lien Mortgage on Project Lands; maximum principal amount of the underlying loan/credit facility is $60 million (same as mortgage registration amount)
- secured creditorsnote: Aggregate face value of lien claims; Debtors' failure to release/discharge/vacate these liens is an event of default under the Credit Agreement (s.13.01(1)(s)). · page: 3 · as of: affidavit date (March 31, 2022) · amount: 16800000 · debtor: 0989705 B.C. Ltd., Alderbridge Way GP Ltd., and Alderbridge Way Limited Partnership · creditor: Builders lien claimants (seven claimants as of March 2022 affidavit; nine liens registered Aug 13, 2020 - Dec 11, 2020, plus six additional liens registered by affidavit date) · currency: CAD · security: Builders liens registered against Project Lands under the Builders Lien Act (British Columbia)
- secured creditorsnote: Exact balance stated in Romspen's Feb 22, 2021 Demand declaring the Indebtedness immediately due. Prose approximations of the same debt: ~$144.8 million as of March 31, 2020; ~$157.885M crystallized in Demand; ~$175 million (inclusive of accrued interest but not fees/costs) as of Feb 28, 2022, with interest accruing ~$1.5M/month thereafter. First-ranking secured lender per petitioner's own characterization. · page: 12 · as of: 2021-02-10 · amount: 157885389.55 · debtor: 0989705 B.C. Ltd., Alderbridge Way GP Ltd., and Alderbridge Way Limited Partnership · creditor: Romspen Investment Corporation · currency: CAD · security: First-ranking mortgage on Project Lands and beneficial charge agreement (Romspen Mortgage); assignment of insurance; environmental indemnity agreement; general security agreements from each Debtor (Debtor GSAs); guarantees from Guarantors secured by their own GSAs; subordination/pledge agreements from Debtors, Guarantors and unitholders
- secured creditorsnote: Exact balance per CIBT counsel's June 9, 2021 default/notice of intention to enforce security (BIA s.244) letter. Prose approximation of same debt: ~$94 million (inclusive of accrued interest) as of summer 2021, per third-ranking mortgagee's counsel; interest continuing at ~$1.1M/month. Subordinated and postponed to Romspen pursuant to Third Lien Standstill Agreement dated for reference October 31, 2019. · page: 13 · as of: 2021-06-08 · amount: 94107754.14 · debtor: 0989705 B.C. Ltd. (title holder); secured against Project Lands owned/operated by all Debtors · creditor: GEC (Richmond) GP Inc. (CIBT), affiliate of CIBT Education Group, Inc. (Third Lien Lender) · currency: CAD · security: Third Lien Mortgage on Project Lands (registered in the amount of $60 million) securing CIBT's $60 million deposit under the CIBT Purchase and Development Agreement