Proceedings.

Analysis · Filing brief

De Cloet Greenhouse: a Simcoe plant inside BFG Supply's chapter 11

A 30-employee Ontario greenhouse manufacturer whose revenue rose to US$12.2 million is a borrower or guarantor on US$342.5 million of its Ohio parent's secured debt; on August 28 Justice Dunphy recognized its Delaware chapter 11 as a foreign main proceeding, along with a US$55 million DIP whose charge reaches its land, and the foreign representative returns on September 18 for bidding procedures that run to an October 6 auction.

Proceedings. ·

The plant stands at 1805 Charlotteville West Quarterline, outside Simcoe, Ontario, on property that the proposed information officer says is in large part woodland, crossed by a creek and protected under a Natural Heritage System policy that may limit its development. The company that owns it was incorporated on April 25, 1986 as Daylight Manufacturing Ltd. and later renamed De Cloet Greenhouse Mfg. Ltd. It designs and manufactures made-to-order commercial greenhouse structures, only from that site, with 30 full-time employees, none unionized, and a weekly payroll of approximately C$42,000, per the Affidavit of Adam Zalev, Aug. 19, 2026, paras. 26 n. 2, 36–40 and the Pre-Filing Report of the Proposed Information Officer, Aug. 26, 2026, s. 3.2, paras. 1–3 and s. 5.4, n. 7.

De Cloet's revenue went from US$9.1 million in the year to June 30, 2024 to US$10.3 million in 2025 and US$12.2 million in 2026, while the consolidated revenue of the group it belongs to rose to US$581.5 million and then fell to US$536.5 million, per the Pre-Filing Report, Aug. 26, 2026, s. 3.3, para. 1. That group is BFG Supply, a horticultural distributor from Burton, Ohio, whose purchase of the Simcoe company the trade magazine Greenhouse Canada reported in July 2021. On August 18, 2026, De Cloet filed its own chapter 11 petition in the United States Bankruptcy Court for the District of Delaware, one of 17 debtors with BFG Supply Co., LLC. The customer losses behind the group's filing "did not affect De Cloet's business in the same manner," AlixPartners Restructuring, Inc. writes as proposed information officer, but a contraction in availability at the enterprise level "directly constrained the funding available to De Cloet, irrespective of the performance of the Canadian business," per the Pre-Filing Report, Aug. 26, 2026, ss. 1.0, 4.1–4.2.

The recognition case in Toronto, before Justice Dunphy of the Superior Court of Justice (Commercial List), Court File No. CL-26-00000372-0000, has so far produced an interim stay on August 19 and, on August 28, an Initial Recognition Order declaring the Delaware case a foreign main proceeding, with a Supplemental Order that recognizes 11 U.S. orders, appoints AlixPartners as information officer and grants three charges over De Cloet's property in Canada, per the Initial Recognition Order, Aug. 28, 2026, paras. 2–4 and the Supplemental Order, Aug. 28, 2026, paras. 4–5, 19–24.

An Ohio distributor and its Ontario factory

The group's account is sworn by Adam Zalev of Reflect Advisors LLC, chief restructuring officer since July 22, 2026. BFG began in the early 1970s as a regional horticultural supplier and now sells more than 100,000 products from over 1,100 suppliers to some 11,000 commercial customers, with 17 U.S. warehouses and approximately 461 employees at filing, per the Affidavit of Adam Zalev, Aug. 19, 2026, paras. 1, 11, 20, 23, 30, 36. Acquisitions built it out, among them part of Central Garden & Pet Company's wholesale distribution business in July 2023 and V-G Supply Co.'s in 2024, and the debtors are held indirectly by BFG Supply Investment Holdings, LP, whose principal equity investor is Pamplona Equity Partners, L.P., per the Pre-Filing Report, Aug. 26, 2026, s. 3.1, paras. 3–5.

De Cloet's place in that enterprise comes down to who sells for it and who holds its cash. Most of its sales come through BFG Supply's representatives. U.S. customers have historically made up more than two-thirds of its customer base, and the U.S. debtors collected most of the receivables from its products, ran them through the group's centralized cash management and funded De Cloet as needed, squaring the accounts at each fiscal year-end. At filing BFG Supply owed De Cloet approximately US$7.6 million, and De Cloet carried approximately C$18 million payable to BFG Supply from its 2021 acquisition. Its sole director is the sole director of every other debtor and is located in the United States, per the Affidavit of Adam Zalev, Aug. 19, 2026, paras. 28, 52, 54, 65.

The debtors' account

Mr. Zalev traces the filing to more than two years of trouble that fed on itself. Turnover in the sales force cost customer relationships; fewer customers meant fewer receivables, which shrank the borrowing base under the asset-based revolver and tightened vendor credit, which left the debtors unable to restock, which cost them more customers. Operating costs, weighed down in part by borrowing costs tied to acquisitions made between 2021 and 2024, stayed high against falling revenue, incomplete integration left duplicate costs in place, and inflation and weaker discretionary spending pressed on the market, per the Affidavit of Adam Zalev, Aug. 19, 2026, paras. 67–69. The pre-filing report adds that demand remained "relatively healthy" during parts of the period and that the constraint became obtaining inventory, per the Pre-Filing Report, Aug. 26, 2026, s. 4.2, para. 4.

November 2025 amendments had already waived revolver defaults for an overadvance and undelivered audited fiscal 2025 statements, and had added a US$45 million term loan and a US$15 million delayed-draw facility, with term loan interest now paid in kind, unless the debtors elect cash, at an extra 3.00% a year. On June 24, 2026 the revolver's agent issued a notice of event of default for payments it says were not made; on August 12 it imposed the default rate. SSG Advisors, LLC, engaged August 6, asked 14 institutions to lend unsecured, junior or priming, and none would, per the Pre-Filing Report, Aug. 26, 2026, s. 3.4, paras. 4–5, s. 4.2, para. 4 and s. 5.1, paras. 2–3.

Borrower, guarantor, and the land under the plant

The revolver, agented by ACF FinCo I LP, has a commitment of approximately US$120 million, matures December 31, 2028, and had US$43,079,675.97 outstanding at filing. De Cloet is a borrower under it and a guarantor of all of it, secured on substantially all of its property except the Simcoe lands and buildings. The term loan, agented by Ares Capital Corporation, began as approximately US$210 million of acquisition financing, matures December 31, 2029, and stood at US$299,456,012.99 including interest; De Cloet guarantees it, and that security does reach the land, through a C$250 million charge registered as instrument NK188478. Together the two come to US$342,535,688.96, per the Factum of the Applicant, Aug. 19, 2026, paras. 14–15 and the Affidavit of Adam Zalev, Aug. 19, 2026, paras. 46–47, 64.

Royal Bank of Canada holds registrations over cash collateral De Cloet pledged behind letters of credit for tariff and duty obligations on its U.S. sales, and Toyota Industries Commercial Finance Canada, Inc. one over a leased truck. De Cloet owes approximately C$1.4 million to unsecured third parties, against approximately US$50.9 million of general unsecured claims across the group. On the petition date the 17 debtors held approximately US$1.96 million in cash, of which De Cloet held C$376,000 and US$340,000, "a substantial proportion," in the information officer's words, per the Affidavit of Adam Zalev, Aug. 19, 2026, paras. 59–62 and the Pre-Filing Report, Aug. 26, 2026, s. 3.5, paras. 3, 5.

Nine days before Justice Dunphy

On August 19, a day before the Delaware court heard the motion to appoint a foreign representative, De Cloet applied as proposed foreign representative for an interim stay under Part IV of the CCAA and s. 106 of the Courts of Justice Act, citing decisions that call such stays the court's "practice in recent Part IV recognition proceedings," per the Factum of the Applicant, Aug. 19, 2026, paras. 27–30. Justice Dunphy signed the order. "Our courts have a long history of cooperating with our United States counterparts and our insolvency regimes are broadly similar in their essential goals," he wrote, per the Endorsement of Justice Dunphy, Aug. 19, 2026, paras. 2–4, and the interim order stayed proceedings against De Cloet and its directors and officers in Canada and barred sales outside the ordinary course, per the Interim Stay Order, Aug. 19, 2026, paras. 2, 6–7. The next day, in Wilmington, Judge Craig Goldblatt authorized De Cloet to act as foreign representative, per the Supplemental Order, Aug. 28, 2026, Sched. "A".

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