Ontario · Foreign recognition (CCAA)
Pre-Filing Report of the Proposed Information Officer
Pre-filing report · 27 May 2024
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 filing4 verified
- financial positionnote: Of total liabilities, approximately USD $8.2 million are current liabilities. Figures exclude RL Canada's contingent obligations as guarantor of the Pre-petition ABL Facility and Pre-petition Term Loan Facility. · page: 9 · as at: 2024-05-19 · basis: book value, unaudited · scope: RL Canada (entity-level; standalone audited financial statements are not prepared for RL Canada, RL Group financials are prepared on a consolidated basis) · currency: USD · total assets: 62500000 · total liabilities: 69100000
- secured creditorsnote: Amount represents outstanding letters of credit only; no loans outstanding under ABL Facility as of Petition Date. Approximately USD $1.1 million additional outstanding obligations under a related commercial card (p-card) agreement with Wells Fargo (separate from LC balance). A Wells Fargo financing statement registered in Ontario against RL Canada and RL Management (blanket, all present and after-acquired personal property) was discharged as of May 24, 2024, per a Payoff Letter dated May 17, 2024 releasing certain Wells Fargo liens in connection with the DIP Facility. · page: 9 · as of: Petition Date (May 19, 2024) · amount: 29276399 · debtor: RL Management and other Debtors (including RL Canada and RL Hospitality as guarantors) · creditor: Wells Fargo Bank, National Association (as Administrative Agent, Pre-petition ABL Facility) · currency: USD · security: Charge on substantially all Debtors' assets, including cash collateral accounts held by Wells Fargo; per intercreditor agreement, senior lien on 'ABL Priority Collateral' (cash, cash accounts, inventory, credit card receivables); aggregate facility commitment USD $100 million (including USD $40 million LC sublimit) is a facility limit, not a balance
- secured creditorsnote: Prose approximation in para 26(c): 'approximately USD $264.7 million'; exact table figure used as amount. Local counsel (Fasken/MLTA) opinions dated May 27, 2024 confirm validity and perfection of this security in the Relevant Provinces. · page: 9 · as of: Petition Date (May 19, 2024) · amount: 264720000 · debtor: RL Management (administrative borrower); RL Hospitality and RL Canada (guarantors) · creditor: Fortress Credit Corp. (as Administrative and Collateral Agent, Pre-petition Term Loan Agent, for itself and other Pre-petition Term Loan Lenders) · currency: USD · security: Security interest in all present and future personal property of RL Management and Pre-petition Term Loan Guarantors (including RL Hospitality and RL Canada) pursuant to Pledge and Security Agreement dated January 22, 2021; constitutes senior lien on substantially all Debtors' assets other than ABL Priority Collateral, over which it holds a secondary lien. PPSA registrations: RL Canada - registered in all Relevant Provinces (Ontario, Alberta, Saskatchewan, Manitoba) covering all present and after-acquired personal property; RL Hospitality - one registration in Ontario only, limited to collateral classifications 'Accounts' and 'Other'; RL Management - no registrations in any Relevant Province.
- secured creditorsnote: Component registrants aggregated per PMSI class convention; amounts not stated in document. Each Third-Party Registrant served with the recognition application. · page: 12 · debtor: RL Canada · creditor: PPSA equipment financiers (PMSI class): Enterprise Fleet Management Canada, Inc., ITW Canada Inc., and Hobart Food Equipment Group Canada · currency: CAD · security: Third-party PPSA registrations in Alberta and Ontario appearing to relate to specific equipment