Ontario · CCAA
Pre-Filing Report of the Proposed Monitor dated August 15- 2017.pdf
Pre-filing report · 15 August 2017
What we verified from this filing10 verified
- secured creditorsnote: HMI Lien Claim registered April 28, 2015 in the amount of approximately $31.3 million; found by court (Nov 23, 2016 endorsement, upheld on appeal June 22, 2017) to be exaggerated by approximately $19,000,000; Index Energy Ajax able to vacate lien by payment of $16 million into court (this is the operative vacate amount, not a balance owed). Disputed claim - subject to litigation/counterclaim. · page: 31 · as of: 2015-04-28 · debtor: Index Energy Mills Road Corporation (Index Energy Ajax) · creditor: HMI Construction Inc. · currency: CAD · security: Construction lien (HMI Lien Claim) registered on title to the Property under the Construction Lien Act (Ontario)
- financial positionnote: Major asset categories: Building $116,773,429.50, Plant Equipment $254,429.64, Current Assets $2,655,150.17. Major liability categories: Syndicate Facilities $44,086,831.54, Index Residence Facilities $102,496,654, Other Accounts Payable $3,495,517.54. Draft December 31, 2016 financial statements also exist but are unsigned due to management changes and not used for these figures. Total funded debt separately stated by Monitor's Report as approximately $146,583,486 as at August 15, 2017 (a different, later date/figure than the June 30, 2017 balance sheet liabilities total). · page: 33 · as at: 2017-06-30 · basis: Interim Financial Statements (unaudited) · scope: Index Energy Mills Road Corporation (Index Energy Ajax), entity level · currency: CAD · total assets: 122743129.02 · total liabilities: 155840904.91
- secured creditorsnote: National Bank of Canada acts as Agent. Syndicate Credit Agreement dated July 15, 2013; non-revolving construction facility max $60,000,000 (facility limit, not balance). Interest hedging facility with National Bank of Canada and Laurentian Bank of Canada terminated Jan 16, 2017 with residual amounts outstanding. Demand letter dated Jan 18, 2017 stated $49,427,871.94 owing; Liquid Security (~$14.5 million) applied Jan 23, 2017 reducing balance to approx. $44 million (per affidavit para 59); Interim Financial Statements as at June 30, 2017 report $44,086,831.54 as Syndicate Facilities liability (used as amount). Security opinion (Syndicate Security Review) pending confirmation - Goodmans preliminary view is valid/enforceable subject to standard qualifications; formal opinion to be delivered post-filing. · page: 33 · as of: 2017-06-30 · amount: 44086831.54 · debtor: Index Energy Mills Road Corporation (Index Energy Ajax) · creditor: Syndicate (National Bank of Canada, Canadian Western Bank, Laurentian Bank of Canada, Business Development Bank of Canada) · currency: CAD · security: Demand debenture $210,000,000 (July 15, 2013) charging all property, assets and undertakings; personal property security; mortgage on real property at 170/176 Mills Road, Ajax; assignment of material contracts and insurance; limited recourse guarantees/pledges from Index Sweden, J. Kerr, R. Andrews; liquid security of $10 million from Index Residence (partially applied)
- secured creditorsnote: Amount not stated; security ranks ahead of proposed DIP Lender's Charge and Administration Charge. · page: 39 · debtor: Index Energy Mills Road Corporation (Index Energy Ajax) · creditor: Caterpillar Financial Services Limited · currency: CAD · security: Lessor/PPSA security interest over a 2014 Caterpillar 950K wheel loader
- secured creditorsnote: DISCHARGED security - liens vacated pursuant to consent order of Justice Salmers dated March 24, 2017 following payment of $7,053,890 (the Holdback Funds) plus HST into court; no longer a current secured claim against the Property, but the Holdback Funds remain excluded from the DIP Lender's Charge and other Charges. · page: 39 · as of: 2017-03-24 · amount: 7053890 · debtor: Index Energy Mills Road Corporation (Index Energy Ajax) · creditor: Subcontractor Lien Claimants (various, unnamed) · currency: CAD · security: Construction liens under the Construction Lien Act (Ontario), vacated from title
- secured creditorsnote: Related party: Index Residence is affiliated with majority shareholder Index Sweden (Index Group). Fully subordinated and assigned (Subordination and Assignment Agreement dated July 15, 2013) in favour of the Syndicate/Syndicate Security. Comprises Loan 1 ($5,000,000 demand loan, fully advanced - original principal), Loan 2 ($25,366,348.47 demand loan, fully advanced - original principal), additional advances, and accrued interest; per Monitor's Report (page 10) components break down as: Index Residence Facilities (loans totaling $30,366,348 original principal), Index Advances totaling $30,657,170, and accrued interest totaling $41,473,136 - components not summed by document beyond stated total of $102,496,654. Security opinion (Index Residence Security Review) pending confirmation, preliminary view is valid/enforceable subject to standard qualifications. · page: 39 · as of: 2017-08-15 · amount: 102496654 · debtor: Index Energy Mills Road Corporation (Index Energy Ajax) · creditor: Index Residence AB (formerly Index International AB (publ)) · currency: CAD · security: General security agreement charging all present and after-acquired personal property and undertakings; mortgage of the Property in the principal amount of $35,000,000 (registered principal, not balance)
- unsecured creditorsnote: Document names no individual creditors in the aggregate figure; some described qualitatively as 'Required Suppliers' including related parties Durham Disposal Services Ltd. and Simtor Environmental Ltd. (Index Group minority shareholdings, no majority control). · page: 40 · as of: 2017-08-08 · basis: As reported in Haraldsson Affidavit based on information from accounting manager Shannon Crumb · amount: 4002654.92 · debtor: Index Energy Mills Road Corporation (Index Energy Ajax) · creditor: Trade suppliers and professional/administrative services providers (aggregate as reported) · currency: CAD
- unsecured creditorsnote: Unpaid employee source deductions due August 10, 2017, not paid due to liquidity constraints; deemed trust class quasi-governmental claim; intended to be paid from first DIP advance. · page: 41 · as of: 2017-08-10 · basis: As stated in Haraldsson Affidavit and Monitor's Report · amount: 33201.61 · debtor: Index Energy Mills Road Corporation (Index Energy Ajax) · creditor: Canada Revenue Agency · currency: CAD
- unsecured creditorsnote: Accrued unpaid rent for May, June and July 2017 (~$1,819.30/month inclusive of HST); potential preferred landlord claim status not specified. · page: 41 · as of: 2017-07-31 · basis: As stated in Haraldsson Affidavit · amount: 5457.9 · debtor: Index Energy Mills Road Corporation (Index Energy Ajax) · creditor: Landlord (2520 Haines Rd., Mississauga, Ontario) · currency: CAD
- unsecured creditorsnote: Related party (majority shareholder via Index Group); unsecured shareholder loans; amount is a floor - document states 'in excess of' this figure. · page: 41 · as of: 2017-08-15 · basis: As stated in Haraldsson Affidavit: shareholder loans 'in excess of $4,000,000 in aggregate' · amount: 4000000 · debtor: Index Energy Mills Road Corporation (Index Energy Ajax) · creditor: Index Sweden AB (shareholder loans) · currency: CAD