Ontario · CCAA
First Report of the Monitor (Nov 24, 2019)
Court officer report · 24 November 2019
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 filing6 verified
- secured creditorsnote: Amount is the Clover Leaf share of approx. US$143.3M (US$649.2M total group term loan outstanding, approx. US$505.9M Bumble Bee U.S.). Original principal was US$650M, of which approx. US$143.5M was issued to the Canadian borrower (original advance, not balance). Prepayment premium of up to 5.0% if repaid before April 26, 2020. Security opinions from Osler obtained, subject to standard qualifications. · page: 12 · as of: 2019-10-26 · amount: 143300000 · debtor: Clover Leaf entities (Clover Leaf Seafoods as Canadian borrower; Clover Leaf Holdings, KCR and 616 as guarantors) · creditor: Prepetition Term Loan lenders (Brookfield Principal Credit, LLC, as administrative agent and collateral agent) · currency: USD · security: All present and after-acquired personal property of the Prepetition Term Loan Credit Parties (Pre-Filing Term Loan Security). First priority on Term Loan Priority Collateral; second priority on ABL Priority Collateral. Cross-collateralized and cross-guaranteed with Bumble Bee U.S.
- secured creditorsnote: Amount is the Clover Leaf share of approx. US$36.9M (US$171.6M total group ABL outstanding, approx. US$134.7M Bumble Bee U.S.). Facility is a US$200M revolver; Canadian borrower maximum draw US$40M (limit, not balance). Security opinions from Osler and its provincial agents obtained, subject to standard qualifications. The Clover Leaf share of the total secured debt is approx. US$180.2M (C$235.4M). · page: 12 · as of: 2019-10-26 · amount: 36900000 · debtor: Clover Leaf entities (Clover Leaf Seafoods as Canadian borrower; Clover Leaf Holdings, KCR and 616 as guarantors) · creditor: Prepetition ABL Facility lenders (Wells Fargo Capital Finance, LLC / Wells Fargo Capital Finance Corporation Canada, as agents) · currency: USD · security: All present and after-acquired personal property of the Prepetition ABL Credit Parties (Pre-Filing ABL Security). First priority on ABL Priority Collateral (cash, accounts receivable, inventory); second priority on Term Loan Priority Collateral (equipment, IP, real property). Cross-collateralized and cross-guaranteed with Bumble Bee U.S.
- unsecured creditorsnote: Related-party debt. Offset by receivables: Intercompany Revolving Promissory Note Receivable $19,429K and 2017 Intercompany Note Receivable $168,464K, for a net intercompany note balance of $56,964K in Clover Leaf's favour. Separately, the Intercompany Account shows a net receivable of approx. $22.2M owing to Clover Leaf from Bumble Bee U.S. · page: 17 · as of: 2019-10-26 · basis: Unsecured intercompany credit agreement, including accrued interest · amount: 130929000 · debtor: Applicant (one of the Applicants as borrower; not specified) · creditor: Intercompany: Bumble Bee Group affiliate (2018 Intercompany Note Payable) · currency: CAD
- unsecured creditorsnote: The document names no individual creditors. Approx. $11.2M owed to third-party suppliers of fish, seafood products and finished goods (about one-third Canadian/U.S.-based suppliers, two-thirds international); approx. $3.6M owed to suppliers of freight, logistics, brokerage, marketing and other general services. · page: 17 · as of: 2019-10-26 · basis: Based on the Applicants' consolidated books and records, unaudited · amount: 14800000 · debtor: Applicants (consolidated) · creditor: Unsecured trade creditors (aggregate as reported) · currency: CAD
- unsecured creditorsnote: Typically not settled in cash but netted against payments received from customers. Described as accrued, not as trade payables. · page: 18 · as of: 2019-10-26 · basis: Accrued amounts owing to customers under rebate and promotional programs · amount: 9500000 · debtor: Clover Leaf · creditor: Customers (rebates and promotional programs, accrued) · currency: CAD
- unsecured creditorsnote: Claim is against the Chapter 11 Debtors (Bumble Bee U.S.) under a prepetition supply agreement; FCF does not supply Clover Leaf. FCF is also the stalking horse purchaser and indirectly holds approx. 23% LP interest in Big Catch. · page: 25 · as of: commencement of the Chapter 11 Proceedings (November 21, 2019) · basis: Prepetition unsecured claim of approximately US$51 million as stated by the Monitor · amount: 51000000 · debtor: Chapter 11 Debtors (not Clover Leaf) · creditor: FCF Co. Ltd. affiliates · currency: USD