Kidoodle: the lenders are the directors, and the default was a filing date

A Parent Media Co. Inc. was incorporated in Alberta on November 2, 2010 as 1568198 Alberta Ltd. and took its present name in March 2012. Its best-known platform is Kidoodle.TV, a children's over-the-top streaming service; it also runs Victory+, a sports streaming offering. The group operates in approximately 160 territories and regions, with key markets in Canada, the United States, Brazil, the United Kingdom and Mexico, and it builds most of its software in-house on Amazon's cloud, per the Affidavit of Dino DeLuca, sworn Aug. 29, 2026, paras. 14–15.

On August 31, 2026 an application was filed to put it, and its wholly-owned subsidiary Kidoodle, Inc., into receivership. The same day, on the applicant's evidence, "APMC will be terminating all of its employees," per the Affidavit of Dino DeLuca, sworn Aug. 29, 2026, para. 43.

Who is applying

The applicant is Dino DeLuca, a partner and chief operating officer of TriWest Capital Partners, in his capacity as Holder Representative for five holders of a second-lien note. He is candid in the second paragraph of his affidavit that one of TriWest's funds "holds a minority equity investment in APMC and, as a 2L Holder, is a secured lender to APMC," per the Affidavit of Dino DeLuca, sworn Aug. 29, 2026, para. 2.

He then goes further, and the sentence is the one a restructuring lawyer will stop on: "As such, all of the 2L Holders are, directly or indirectly, directors of APMC, and thus have knowledge and information regarding the business and operations of APMC," per the Affidavit of Dino DeLuca, sworn Aug. 29, 2026, para. 10. Three of the five holders are themselves directors of the company. A fourth is a limited liability company 99% owned by a director. The fifth is the TriWest fund, whose board appointee is the company's chief executive.

What was lent, and how

In June 2026, the affidavit says, "APMC was facing a liquidity crisis, including that it had insufficient funds available on a timely basis to pay payroll which was due as of June 30, 2026," and the 2L Holders agreed to advance funds on a secured basis to cover it, per the Affidavit of Dino DeLuca, sworn Aug. 29, 2026, paras. 16–17.

The instrument is a Senior Secured Second Lien Convertible Note effective June 29, 2026, and its face page sets out terms worth reading twice: "No interest will accrue or be payable on this Convertible Note. This Convertible Note is issued with an original issue discount of 50%," per the Affidavit of Dino DeLuca, sworn Aug. 29, 2026, Exhibit "5". The authorized facility runs up to US$40,000,000; what was actually funded was US$2,000,000 net, for US$4,000,000 of principal — five holders at US$800,000 of principal each, US$400,000 advanced. Maturity is July 31, 2028, and the note converts automatically to equity if the company closes a qualified financing of at least US$30 million gross by September 30, 2026.

Above it sits the Bank of Montreal, owed approximately US$3,800,000 on the affidavit's information and belief. Below it sit the 3L Notes: unsecured convertible notes issued between June 2025 and April 2026 with an aggregate principal of US$27,375,000, whose maturity was extended to December 31, 2026 in exchange for the company granting the 3L holders security, per the Affidavit of Dino DeLuca, sworn Aug. 29, 2026, paras. 21, 23–25.

The default

Nothing was due. Nothing was missed. The 2L Note contains a covenant, at s. 6.1(iii), requiring any new secured debt to be subordinated to it within thirty days of being incurred. The 3L general security agreement was registered at the Alberta Personal Property Registry on August 7, 2026. The 2L general security agreement was registered on August 26. No subordination agreement was signed. On that footing the affidavit says the company "failed to perform a covenant pursuant to section 6.1(iii) of the 2L Note… which constitutes the occurrence and continuance of an Event of Default under the 2L Note" as of July 29, 2026, per the Affidavit of Dino DeLuca, sworn Aug. 29, 2026, paras. 26–30.

The enforcement that followed took one afternoon. At 12:42 p.m. on Friday, August 28, DeLuca emailed the company's chief executive and another officer: "attached are the signed Demand Letter, Notice of Intention to Enforce Security, and Consent Receivership Order. I have also hand delivered the original documents to Duncan who accepted receipt on behalf of APMC and Kidoodle," closing "On behalf of the 2L Secured Creditors, thank you for your cooperation," per the Affidavit of Dino DeLuca, sworn Aug. 29, 2026, Exhibit "10". The demand required payment of the full US$4,000,000 "within one (1) business day of the date of this letter."