Fire & Flower Holdings Corp. (“Fire & Flower” or the “Company“) (TSX: FAF) (OTCQX: FFLWF) today announced that the Company and its subsidiaries, Fire & Flower Inc., 13318184 Canada Inc., 11180703 Canada Inc., 10926671 Canada Ltd., Friendly Stranger Holdings Corp., Pineapple Express Delivery Inc. and Hifyre Inc. (collectively, the “Fire & Flower Group“), have received an order for creditor protection (the “Initial Order“) from the Ontario Superior Court of Justice (Commercial List) (the “Court“) under the Companies’ Creditors Arrangement Act (the “CCAA“).
As previously disclosed, the Company has been actively pursuing additional financing to raise capital to fund its operations, and on May 26, 2023, engaged a financial advisor to assist the Company with reviewing strategic options, including financing options. Following such review and after careful consideration of all available alternatives, and consultation with legal and financial advisors, the directors of the Company determined that it was is in the best interests of the Company to file an application for creditor protection under the CCAA.
The Initial Order includes, among other things: (i) a stay of proceedings in favour of the Fire & Flower Group; (ii) approval of the DIP Loan (as described below); and (iii) the appointment of FTI Consulting Canada Inc. as monitor of the Fire & Flower Group (in such capacity, the “Monitor“).
The Fire & Flower Group sought creditor protection under the CCAA in order to receive a stay of proceedings that will allow the Fire & Flower Group to work with the Monitor to facilitate the development of an orderly process designed to streamline its operations and conduct a Court-supervised sales process to obtain a going concern solution for its operations and maximize the value of the Fire & Flower Group’s assets for the benefit of its stakeholders. The DIP Loan (as described below) is anticipated to fund the operations of the Fire & Flower Group in the ordinary course during this process.
The board of directors of the Company will remain in place and management will remain responsible for the day-to-day operations of the Company, under the general oversight of the Monitor.
In order to fund the CCAA proceedings and other short-term working capital requirements, the Fire & Flower Group has executed a facility agreement with 2707031 Ontario Inc. (the “DIP Lender“), an affiliate of Alimentation Couche-Tard Inc. (“ACT“), pursuant to which the DIP Lender has agreed to advance a debtor-in-possession loan in the amount of C$9,800,000 (the “DIP Loan“). The continued availability of the DIP Loan is conditional on, among other things, certain conditions being satisfied, including the Initial Order remaining in effect.
It is anticipated that the Toronto Stock Exchange (the “TSX“) will place the Company under delisting review and there can be no assurance as to the outcome of such review or the continued qualification for listing on the TSX.
Each of ACT and the DIP Lender is a “related party” of the Company and, accordingly, the DIP Loan constitutes a “related party transaction” of the Company under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Related party transactions under MI 61-101 typically require a formal valuation and minority shareholder approval unless exemptions from these requirements are available. The DIP Loan is not subject to the formal valuation requirement of MI 61-101. The Company will rely on the exemption from the minority approval requirement contained in Section 5.7(d) of MI 61-101 (Bankruptcy, Insolvency, Court Order) in respect of the DIP Loan. The Company did not file a material change report more than 21 days before the expected closing of the DIP Loan, as the details of the DIP Loan were not finalized until immediately prior to the closing thereof and the Company wished to close the DIP Loan as soon as practicable for sound business reasons.