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Contract analysis / ucc-filings-package.docx
ucc-filings-package.docx
1038-00002 · 43 clauses
High · 0 Medium · 0 Standard · 5
Section 1: UCC-1 Financing Statement No. 1 — Cascade Retail Holdings Inc. (Delaware)
Section 1: UCC-1 Financing Statement No. 1 — Cascade Retail Holdings Inc. (Delaware) 1A. Filing Information Header Form: UCC FINANCING STATEMENT (Form UCC1) Filing Office: Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901 Filing Number: 2023-1947291 Filing Date: May 19, 2023 File Time: To be stamped by the Delaware Secretary of State u
1. DEBTOR'S NAME: (Provide only one Debtor name — 1a or 1b — do not abbreviate or combine
1. DEBTOR'S NAME: (Provide only one Debtor name — 1a or 1b — do not abbreviate or combine names) 1a. ORGANIZATION'S NAME: Cascade Retail Holdings Inc. 1b. INDIVIDUAL'S SURNAME: N/A MAILING ADDRESS: 2200 Elliott Avenue, Suite 1400 Seattle, Washington 98121 TAX ID / SSN / EIN: 91-1847263 TYPE OF ORGANIZATION: Corporation JURISDICTION OF ORGANIZATION: Delaware ORGANIZATIONAL ID #: 5784291 (Delaware file number of the Ce
2. ADDITIONAL DEBTOR'S NAME: None
2. ADDITIONAL DEBTOR'S NAME: None No additional debtor is listed on this financing statement. Cascade Retail Operating Company LLC is listed as the debtor on a separate UCC-1 financing statement (Filing No. 2023-1947283) filed concurrently herewith with the Delaware Secretary of State. Each debtor is the subject of an individual filing to ensure the accuracy and searchability of the filing office records and to minim
3. SECURED PARTY'S NAME: (or NAME of ASSIGNEE of ASSIGNOR SECURED PARTY)
3. SECURED PARTY'S NAME: (or NAME of ASSIGNEE of ASSIGNOR SECURED PARTY) 3a. ORGANIZATION'S NAME: Crescent Harbor Bank, National Association, as Collateral Agent MAILING ADDRESS: 780 Park Avenue, 30th Floor New York, New York 10021 The Secured Party is acting in its capacity as Collateral Agent for the benefit of the Secured Parties under and as defined in the Credit Agreement dated as of May 4, 2023 and the Security
4. COLLATERAL: This financing statement covers the following collateral:
4. COLLATERAL: This financing statement covers the following collateral: All right, title, and interest of the Debtor in and to the following property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located: (a) All accounts (as defined in the UCC), including, without limitation, all accounts receivable, all rights to payment for goods sold, leased, licensed, or other
5. CHECK ONLY IF APPLICABLE AND CHECK ONLY ONE box:
5. CHECK ONLY IF APPLICABLE AND CHECK ONLY ONE box: This financing statement covers as-extracted collateral — NOT CHECKED This financing statement covers timber to be cut — NOT CHECKED This financing statement is filed as a fixture filing — NOT CHECKED Debtor is a transmitting utility — NOT CHECKED None of the foregoing alternative designations is applicable to this filing. The Debtor is not a transmitting utility an
6. OPTIONAL FILER REFERENCE DATA:
6. OPTIONAL FILER REFERENCE DATA: Calderwood & Harkness LLP Matter No. 1038-00002 Credit Agreement dated as of May 4, 2023 among Cascade Retail Holdings Inc., Cascade Retail Operating Company LLC, the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent Whitfield, Greer & Holloway LLP Matter No. 1038-00002 1H. Box 7 — Filing Office Acknowled
7. RETURN ACKNOWLEDGMENT COPY TO:
7. RETURN ACKNOWLEDGMENT COPY TO: Calderwood & Harkness LLP 599 Lexington Avenue, 42nd Floor New York, New York 10022 Attention: Marcus Leung Telephone: (212) 555-7142 Email: m.leung@calderwoodharkness.com The filing office is requested to communicate the filing information, including the assigned filing number and date and time of filing, to the above-referenced address. A copy of the acknowledged financing statemen
Section 2: UCC-1 Financing Statement No. 2 — Cascade Retail Operating Company LLC (Delawar
Section 2: UCC-1 Financing Statement No. 2 — Cascade Retail Operating Company LLC (Delaware) 2A. Filing Information Header Form: UCC FINANCING STATEMENT (Form UCC1) Filing Office: Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901 Filing Number: 2023-1947283 Filing Date: May 19, 2023 File Time: To be stamped by the Delaware Secretary of
1. DEBTOR'S NAME: (Provide only one Debtor name — 1a or 1b — do not abbreviate or combine
1. DEBTOR'S NAME: (Provide only one Debtor name — 1a or 1b — do not abbreviate or combine names) 1a. ORGANIZATION'S NAME: Cascade Retail Operating Company LLC 1b. INDIVIDUAL'S SURNAME: N/A MAILING ADDRESS: 2200 Elliott Avenue, Suite 1400 Seattle, Washington 98121 TAX ID / SSN / EIN: 83-2951047 TYPE OF ORGANIZATION: Limited Liability Company JURISDICTION OF ORGANIZATION: Delaware ORGANIZATIONAL ID #: 7291834 (Delaware
2. ADDITIONAL DEBTOR'S NAME: None
2. ADDITIONAL DEBTOR'S NAME: None No additional debtor is listed on this financing statement. As noted above, each Grantor under the Security Agreement is the subject of an individual filing to maintain the accuracy and searchability of the filing office records and to reduce any risk associated with indexing multiple debtors on a single financing statement. 2D. Box 3 — Secured Party Information
3. SECURED PARTY'S NAME: (or NAME of ASSIGNEE of ASSIGNOR SECURED PARTY)
3. SECURED PARTY'S NAME: (or NAME of ASSIGNEE of ASSIGNOR SECURED PARTY) 3a. ORGANIZATION'S NAME: Crescent Harbor Bank, National Association, as Collateral Agent MAILING ADDRESS: 780 Park Avenue, 30th Floor New York, New York 10021 The Secured Party is acting in its capacity as Collateral Agent for the benefit of the Secured Parties under and as defined in the Credit Agreement dated as of May 4, 2023 and the Security
4. COLLATERAL: This financing statement covers the following collateral:
4. COLLATERAL: This financing statement covers the following collateral: All right, title, and interest of the Debtor in and to the following property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located: (a) All accounts (as defined in the UCC), including, without limitation, all accounts receivable, all rights to payment for goods sold, leased, licensed, or other
5. CHECK ONLY IF APPLICABLE AND CHECK ONLY ONE box:
5. CHECK ONLY IF APPLICABLE AND CHECK ONLY ONE box: This financing statement covers as-extracted collateral — NOT CHECKED This financing statement covers timber to be cut — NOT CHECKED This financing statement is filed as a fixture filing — NOT CHECKED Debtor is a transmitting utility — NOT CHECKED None of the foregoing alternative designations is applicable to this filing. 2G. Box 6 — Optional Filer Reference Data
6. OPTIONAL FILER REFERENCE DATA:
6. OPTIONAL FILER REFERENCE DATA: Calderwood & Harkness LLP Matter No. 1038-00002 Credit Agreement dated as of May 4, 2023 among Cascade Retail Holdings Inc., Cascade Retail Operating Company LLC, the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent 2H. Box 7 — Filing Office Acknowledgment Copy
7. RETURN ACKNOWLEDGMENT COPY TO:
7. RETURN ACKNOWLEDGMENT COPY TO: Calderwood & Harkness LLP 599 Lexington Avenue, 42nd Floor New York, New York 10022 Attention: Marcus Leung Telephone: (212) 555-7142 Email: m.leung@calderwoodharkness.com The filing office is requested to communicate the filing information, including the assigned filing number and date and time of filing, to the above-referenced address. A copy of the acknowledged financing statemen
Section 3: UCC-1 Financing Statement No. 3 — Cascade Outlet Stores LLC (Washington)
Section 3: UCC-1 Financing Statement No. 3 — Cascade Outlet Stores LLC (Washington) 3A. Filing Information Header Form: UCC FINANCING STATEMENT (Form UCC1) Filing Office: Washington Secretary of State, Corporations and Charities Division, 801 Capitol Way South, Olympia, Washington 98501 Filing Number: 2023-204-8176 Filing Date: May 19, 2023 File Time: To be stamped by the Washington Secretary of State upon acceptance
1. DEBTOR'S NAME: (Provide only one Debtor name — 1a or 1b — do not abbreviate or combine
1. DEBTOR'S NAME: (Provide only one Debtor name — 1a or 1b — do not abbreviate or combine names) 1a. ORGANIZATION'S NAME: Cascade Outlet Stores LLC 1b. INDIVIDUAL'S SURNAME: N/A MAILING ADDRESS: 2200 Elliott Avenue, Suite 1400 Seattle, Washington 98121 TAX ID / SSN / EIN: 91-2034671 TYPE OF ORGANIZATION: Limited Liability Company JURISDICTION OF ORGANIZATION: Washington ORGANIZATIONAL ID #: 604-328-917 (Washington Un
2. ADDITIONAL DEBTOR'S NAME: None
2. ADDITIONAL DEBTOR'S NAME: None No additional debtor is listed on this financing statement. 3D. Box 3 — Secured Party Information
3. SECURED PARTY'S NAME: (or NAME of ASSIGNEE of ASSIGNOR SECURED PARTY)
3. SECURED PARTY'S NAME: (or NAME of ASSIGNEE of ASSIGNOR SECURED PARTY) 3a. ORGANIZATION'S NAME: Crescent Harbor Bank, National Association, as Collateral Agent MAILING ADDRESS: 780 Park Avenue, 30th Floor New York, New York 10021 The Secured Party is acting in its capacity as Collateral Agent for the benefit of the Secured Parties under and as defined in the Credit Agreement dated as of May 4, 2023 and the Security
4. COLLATERAL: This financing statement covers the following collateral:
4. COLLATERAL: This financing statement covers the following collateral: All right, title, and interest of the Debtor in and to the following property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located: (a) All accounts (as defined in the UCC), including, without limitation, all accounts receivable, all rights to payment for goods sold, leased, licensed, or other
5. CHECK ONLY IF APPLICABLE AND CHECK ONLY ONE box:
5. CHECK ONLY IF APPLICABLE AND CHECK ONLY ONE box: This financing statement covers as-extracted collateral — NOT CHECKED This financing statement covers timber to be cut — NOT CHECKED This financing statement is filed as a fixture filing — NOT CHECKED Debtor is a transmitting utility — NOT CHECKED None of the foregoing alternative designations is applicable to this filing. 3G. Box 6 — Optional Filer Reference Data
6. OPTIONAL FILER REFERENCE DATA:
6. OPTIONAL FILER REFERENCE DATA: Calderwood & Harkness LLP Matter No. 1038-00002 Credit Agreement dated as of May 4, 2023 among Cascade Retail Holdings Inc., Cascade Retail Operating Company LLC, the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent 3H. Box 7 — Filing Office Acknowledgment Copy
7. RETURN ACKNOWLEDGMENT COPY TO: Standard
⚑ Commercial term
7. RETURN ACKNOWLEDGMENT COPY TO: Calderwood & Harkness LLP 599 Lexington Avenue, 42nd Floor New York, New York 10022 Attention: Marcus Leung Telephone: (212) 555-7142 Email: m.leung@calderwoodharkness.com The filing office is requested to communicate the filing information, including the assigned filing number and date and time of filing, to the above-referenced address. A copy of the acknowledged financing statemen
Section 4: UCC-3 Financing Statement Amendment (Termination) No. 1 — Cascade Retail Holdin
Section 4: UCC-3 Financing Statement Amendment (Termination) No. 1 — Cascade Retail Holdings Inc. (Delaware) 4A. Filing Information Header Form: UCC FINANCING STATEMENT AMENDMENT (Form UCC3) Filing Office: Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901 Amendment Type: Termination Initial Financing Statement Filing Number: 2019-56284
9. DEBTOR'S NAME:
9. DEBTOR'S NAME: 9a. ORGANIZATION'S NAME: Cascade Retail Holdings Inc. MAILING ADDRESS: 2200 Elliott Avenue, Suite 1400 Seattle, Washington 98121 TAX ID / SSN / EIN: 91-1847263 TYPE OF ORGANIZATION: Corporation JURISDICTION OF ORGANIZATION: Delaware The debtor information set forth above corresponds to the debtor as identified on the initial financing statement being terminated. There has been no change in the legal
10. SECURED PARTY OF RECORD: Standard
⚑ Commercial term
10. SECURED PARTY OF RECORD: 10a. ORGANIZATION'S NAME: Harborview Lending Group, LLC MAILING ADDRESS: 100 Summer Street, Suite 2800 Boston, Massachusetts 02110 Harborview Lending Group, LLC is the secured party of record on the initial financing statement being terminated. Harborview has authorized the filing of this termination statement pursuant to the Payoff Letter dated May 17, 2023. 4E. Amendment Type AMENDMENT
13. OPTIONAL FILER REFERENCE DATA:
13. OPTIONAL FILER REFERENCE DATA: Calderwood & Harkness LLP Matter No. 1038-00002 Payoff Letter dated May 17, 2023 from Harborview Lending Group, LLC Contact: Steven Calloway, Vice President, Harborview Lending Group, LLC, 100 Summer Street, Suite 2800, Boston, MA 02110, Telephone: (617) 555-4300 4G. Filing Office Acknowledgment Copy RETURN ACKNOWLEDGMENT COPY TO: Calderwood & Harkness LLP 599 Lexington Avenue, 42nd
Section 5: UCC-3 Financing Statement Amendment (Termination) No. 2 — Cascade Retail Operat
Section 5: UCC-3 Financing Statement Amendment (Termination) No. 2 — Cascade Retail Operating Company LLC (Delaware) 5A. Filing Information Header Form: UCC FINANCING STATEMENT AMENDMENT (Form UCC3) Filing Office: Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901 Amendment Type: Termination Initial Financing Statement Filing Number: 20
9. DEBTOR'S NAME:
9. DEBTOR'S NAME: 9a. ORGANIZATION'S NAME: Cascade Retail Operating Company LLC MAILING ADDRESS: 2200 Elliott Avenue, Suite 1400 Seattle, Washington 98121 TAX ID / SSN / EIN: 83-2951047 TYPE OF ORGANIZATION: Limited Liability Company JURISDICTION OF ORGANIZATION: Delaware The debtor information set forth above corresponds to the debtor as identified on the initial financing statement being terminated. There has been
10. SECURED PARTY OF RECORD: Standard
⚑ Commercial term
10. SECURED PARTY OF RECORD: 10a. ORGANIZATION'S NAME: Harborview Lending Group, LLC MAILING ADDRESS: 100 Summer Street, Suite 2800 Boston, Massachusetts 02110 Harborview Lending Group, LLC is the secured party of record on the initial financing statement being terminated. Harborview has authorized the filing of this termination statement pursuant to the Payoff Letter dated May 17, 2023. 5E. Amendment Type AMENDMENT
13. OPTIONAL FILER REFERENCE DATA:
13. OPTIONAL FILER REFERENCE DATA: Calderwood & Harkness LLP Matter No. 1038-00002 Payoff Letter dated May 17, 2023 from Harborview Lending Group, LLC 5G. Filing Office Acknowledgment Copy RETURN ACKNOWLEDGMENT COPY TO: Calderwood & Harkness LLP 599 Lexington Avenue, 42nd Floor New York, New York 10022 Attention: Sophie Tremblay Telephone: (212) 555-7168 Email: s.tremblay@calderwoodharkness.com The filing office is r
Section 6: Acknowledgment — Delaware Secretary of State (Filing No. 2023-1947291 — Cascade
Section 6: Acknowledgment — Delaware Secretary of State (Filing No. 2023-1947291 — Cascade Retail Holdings Inc.) [PLACEHOLDER FOR STAMPED/ACKNOWLEDGED COPY] The following acknowledgment copy will be inserted upon receipt from the Delaware Secretary of State, Division of Corporations: • Filing Number: 2023-1947291 • Filing Date: May 19, 2023 • File Time: To be stamped by the Delaware Secretary of State • Form: UCC FIN
Section 7: Acknowledgment — Delaware Secretary of State (Filing No. 2023-1947283 — Cascade
Section 7: Acknowledgment — Delaware Secretary of State (Filing No. 2023-1947283 — Cascade Retail Operating Company LLC) [PLACEHOLDER FOR STAMPED/ACKNOWLEDGED COPY] The following acknowledgment copy will be inserted upon receipt from the Delaware Secretary of State, Division of Corporations: • Filing Number: 2023-1947283 • Filing Date: May 19, 2023 • File Time: To be stamped by the Delaware Secretary of State • Form:
Section 8: Acknowledgment — Washington Secretary of State (Filing No. 2023-204-8176 — Casc
Section 8: Acknowledgment — Washington Secretary of State (Filing No. 2023-204-8176 — Cascade Outlet Stores LLC) [PLACEHOLDER FOR STAMPED/ACKNOWLEDGED COPY] The following acknowledgment copy will be inserted upon receipt from the Washington Secretary of State, Corporations and Charities Division: • Filing Number: 2023-204-8176 • Filing Date: May 19, 2023 • File Time: To be stamped by the Washington Secretary of State
Section 9: Acknowledgments — Delaware Secretary of State (Harborview UCC-3 Terminations) Standard
⚑ Commercial term
Section 9: Acknowledgments — Delaware Secretary of State (Harborview UCC-3 Terminations) [PLACEHOLDER FOR STAMPED/ACKNOWLEDGED COPIES] The following acknowledgment copies will be inserted upon receipt from the Delaware Secretary of State, Division of Corporations: UCC-3 Termination No. 1 (Cascade Retail Holdings Inc.): • Filing Number: To be assigned by the Delaware Secretary of State upon filing • Filing Date: May 1
1. Credit Agreement dated as of May 4, 2023 (effective May 19, 2023) among Cascade Retail
1. Credit Agreement dated as of May 4, 2023 (effective May 19, 2023) among Cascade Retail Holdings Inc., Cascade Retail Operating Company LLC, the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent.
2. Security Agreement dated as of May 4, 2023 among Cascade Retail Holdings Inc., Cascade
2. Security Agreement dated as of May 4, 2023 among Cascade Retail Holdings Inc., Cascade Retail Operating Company LLC, Cascade Digital Commerce Inc., Cascade Outlet Stores LLC, and Cascade Fulfillment Services Inc., as Grantors, and Crescent Harbor Bank, N.A., as Collateral Agent.
3. Pledge Agreement dated as of May 4, 2023 among the Pledgors party thereto and Crescent
3. Pledge Agreement dated as of May 4, 2023 among the Pledgors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent (including the pledge of 65% of the voting equity interests in Cascade Retail Canada ULC).
4. Perfection Certificate dated as of May 4, 2023, executed by each Grantor and delivered
4. Perfection Certificate dated as of May 4, 2023, executed by each Grantor and delivered to the Collateral Agent pursuant to the Security Agreement, setting forth the exact legal names, jurisdictions of organization, organizational identification numbers, prior names, locations of collateral, and other information required for the perfection of security interests.
5. Collateral Perfection Memorandum prepared by Calderwood & Harkness LLP, dated April 10
5. Collateral Perfection Memorandum prepared by Calderwood & Harkness LLP, dated April 10, 2023, analyzing the perfection requirements for the collateral described in the Security Agreement and recommending the UCC filings set forth in this package.
6. Payoff Letter dated May 17, 2023, issued by Steven Calloway, Vice President, Harborvie Standard
⚑ Commercial term
6. Payoff Letter dated May 17, 2023, issued by Steven Calloway, Vice President, Harborview Lending Group, LLC, setting forth the Payoff Amount of $112,450,000, wire transfer instructions, and authorization for the filing of UCC-3 termination statements.
7. Lien Search Results (Pre-Closing):
7. Lien Search Results (Pre-Closing): (a) Certified UCC search conducted against Cascade Retail Holdings Inc. with the Delaware Secretary of State, dated May 8, 2023; (b) Certified UCC search conducted against Cascade Retail Operating Company LLC with the Delaware Secretary of State, dated May 8, 2023; (c) Certified UCC search conducted against Cascade Outlet Stores LLC with the Washington Secretary of State, dated M