Ontario · NOI
First Report of Richter Inc. – dated January 15, 2024
Court officer report · 15 January 2024
A plain-language read of this filing opens with a subscription.
What we verified from this filing10 verified
- financial positionnote: Total liabilities of ~$22.9 million book value significantly exceeded total assets of ~$4.7 million book value as at Nov 30, 2023; total shareholders' equity was negative $18,172,789. · page: 8 · as at: 2023-11-30 · basis: unaudited, book value, internal financial statements · scope: The Good Fat Co. Ltd. (entity level; excludes Class Action Case and LG's contingent liabilities as noted) · currency: CAD · total assets: 4720712 · total liabilities: 22893501
- secured creditorsnote: No advances currently outstanding under the Pathward Facility as at Nov 30, 2023; first-ranking security per intercreditor agreement. · page: 33 · as of: 2023-11-30 · amount: 0 · debtor: The Good Fat Co. Ltd. · creditor: Pathward, National Association · currency: CAD · security: Security over all present and after-acquired personal property, limited to a secured amount of $3,000,000; PPSA registration against all personal property; also facility limit of $1.5 million CAD and US$1.5 million (Maximum Amount)
- secured creditorsnote: Marked TBD in chart (third ranking); EDC had to cover $1,938,103.07 in LG payments made by RBC in Nov/Dec 2023 and may be subrogated to RBC's third-ranking secured position for that amount, though EDC has not yet asserted that secured claim. · page: 34 · as of: 2023-11-30 · debtor: The Good Fat Co. Ltd. · creditor: Royal Bank of Canada / EDC (subrogated claim) · currency: CAD · security: General security interest; letter of guarantee facility (expired Dec 29, 2023); RBC VISA accounts may be secured by RBC's general security interest
- secured creditorsnote: Comprised of $5,000,000 debenture principal + $369,863 accrued interest, and $7,000,000 convertible debenture (principal only, no interest accrual per document). Also stated elsewhere as owed approximately $14 million (excluding LG amounts) as at Nov 30, 2023, and 'in excess of $12.3 million (or $14.3 million if subrogated claim is also secured)'. · page: 34 · as of: 2023-11-30 · amount: 12369863 · debtor: The Good Fat Co. Ltd. · creditor: Export Development Canada (EDC) · currency: CAD · security: 5M Debenture and 7M Convertible Subordinated Debenture; fourth-ranking secured debt
- secured creditorsnote: Comprised of $3,000,000 principal + $221,918 accrued interest as at Nov 30, 2023. · page: 34 · as of: 2023-11-30 · amount: 3221918 · debtor: The Good Fat Co. Ltd. · creditor: InvestEco Sustainable Food Fund III, L.P. · currency: CAD · security: Fifth-ranking secured debt (pre-existing security, subordinate to 2023 Notes)
- secured creditorsnote: Aggregate principal $2,875,000 plus accrued interest $184,783 as at Nov 30, 2023; also referred to as Senior Secured Creditors/Senior Secured Debt in APA; some GSAs were only executed Jan 15, 2024 (previously unsigned); legal opinion from Cassels confirms validity subject to typical qualifications; individual noteholder amounts: EDC $1,500,000 principal/$102,211 interest; InvestEco $1,000,000/$68,222; Healthy Me $50,000/$3,256; Longo Family Capital LP $100,000/$3,945; 10530859 Canada Inc. $100,000/$3,058; Wonderment Ventures Inc. $50,000/$1,841; O'Keeffes of Kilkenny Ltd. $50,000/$1,841; 2586577 Ontario Inc. $25,000/$409 (note: prose elsewhere describes $50,000 for 2586577, but chart states $25,000). · page: 34 · as of: 2023-11-30 · amount: 3059783 · debtor: The Good Fat Co. Ltd. · creditor: 2023 Noteholders (Export Development Canada, InvestEco Sustainable Food Fund III L.P., Healthy Me Inc., Longo Family Capital LP, 10530859 Canada Inc., Wonderment Ventures Inc., O'Keeffes of Kilkenny Ltd., 2586577 Ontario Inc.) · currency: CAD · security: Secured convertible promissory notes (2023 Notes); second priority per Third Amended and Restated Intercreditor and Subordination Agreement dated April 2023, behind Pathward, ahead of EDC's and InvestEco's pre-existing security; secured by amended and restated security agreements and general security agreements
- unsecured creditorsnote: Approximate figure ('approximately $1 million'); document states this total would increase if EDC asserts its subrogated RBC claim on an unsecured basis; document names no individual unsecured creditors on these pages (detailed listing referenced as Form 33 / Exhibit D, not included in extracted pages). · page: 35 · as of: 2024-01-02 · basis: GFC's understanding as at NOI filing date, as reported in affidavit · amount: 1000000 · debtor: The Good Fat Co. Ltd. · creditor: Unsecured creditors (aggregate as reported) · currency: CAD
- purchaser1000747000 Ontario Inc.
- recovery outcomeentries: basis: estimated · quote: the secured creditors' desire to have the Transaction consummated, despite the fact that they will receive no cash proceeds and a shortfall of approximately 92% of their secured debt. · pct of: unstated · outcome: shortfall · class key: secured · stated by: trustee · class label: secured creditors · interim final: unstated · claims qualifier: unstated; basis: estimated · quote: The Transaction contemplated under the Asset Purchase Agreement ensures that the business will emerge as a going concern and provides investors in the 2023 Notes with warrants in 10007 (the ' Warrants ') which have an estimated value of approximately $240,000 (approximately 8% recovery). · pct of: unstated · outcome: distribution · pct low: 8 · pct high: 8 · class key: unsecured · stated by: trustee · amount low: 240000 · amount high: 240000 · class label: investors in the 2023 Notes · creditor name: 2023 Notes investors · interim final: unstated · claims qualifier: unstated · stated on: 2024-01-15 · table missing:
- sale outcometext: Transaction pending Court approval via Approval and Vesting Order, presented as a pre-pack with no SISP · scope: whole_business · status: pending_approval