VANCOUVER, BC / ACCESSWIRE / March 28, 2023 / Wildpack Beverage Inc. (TSXV:CANS)(OTC:WLDPF) ('Wildpack' or the 'Company') today announces that its wholly-owned Delaware-based subsidiary, Thirsty Cat, LLC (the 'Borrower'), has entered into a loan and security agreement (the 'Agreement') with MBV-WP, LLC (the 'Lender'), an affiliate of Manna Capital Partners, LLC ('Manna'), pursuant to which the Lender will advance to the Borrower an interest bearing convertible term loan in the principal amount of USD$20,000,000 (the 'Loan'). The Loan is convertible into approximately 59% of the equity of the Borrower and grants the Lender a further right to acquire an additional 6.33% of the Borrower's equity for USD$6,227,720, as is further described below (the 'Equity Purchase Option'). The Company has also agreed, subject to certain conditions, to support any acquisition offer made by the Lender prior to the Maturity Date (as defined below) of the Loan for all of the remaining equity of the Borrower, which, if approved by Company shareholders and the TSX Venture Exchange, would result in the Lender acquiring 100% of the Borrower's equity, as further described below (the 'Acquisition Option').
The Borrower is a new operating subsidiary of Wildpack that holds interests in all of the Company's U.S. operations, which represent substantially all of the principal business assets of the Company.
Wildpack CEO, Mitch Barnard commented 'Wildpack is thrilled to have the support of Manna through this financing and equity purchase option, which not only provides us with the resources to accelerate our growth, but also enables us to forge a closer partnership with a company that shares our passion for innovation and commitment to the beverage industry.'
Closing of the transaction is expected on or about April 10, 2023.
The Loan is comprised of a 12-month secured term loan in the principal amount of USD$20,000,000, bearing interest at a rate of 8.00% per annum accrued but not payable until the earlier of the date which is 12-months from the date of closing of the Loan (the 'Maturity Date') or the closing, or the failure to close, of the acquisition by Lender of 100% of the Borrower's equity pursuant to exercise of the Acquisition Option.
The Loan is subject to a 3-month repayment period extension if the Lender does not exercise the Equity Purchase Option (the 'Cure Period'), during which period interest will accrue and be payable monthly at 12.00% per annum. All interest under the Loan is payable in cash.
The Loan will be secured by a first priority lien on all assets of the Borrower and the Company, including liens on the equity interests of the Borrower and all subsidiaries of the Company.
If the Lender does not exercise the Equity Purchase Option, in addition to repayment by the Borrower of all principal and accrued interest under the Loan, the Borrower will pay the Lender an exit fee in an amount equal to USD$555,806.69 (the 'Exit Fee'). If the Exit Fee is payable on the Failed Offer Maturity Date (as defined below), then it shall be increased by up to USD$250,000 to compensate the Lender for additional expenses. Subject to the approval of the TSX Venture Exchange, the Exit Fee may be paid in cash or shares of the Company, in the Company's sole discretion, with any such shares being issued at the 'market price' within the meaning of TSX Venture Exchange Policies, less any permitted discount.
Conversion and Equity Purchase Option
Pursuant to the Agreement, the Lender has been granted the rights, exercisable on or prior to the later of the Maturity Date or the expiry of the Cure Period, as applicable (the 'Conversion Period'), to (i) acquire up to 59.44% of the equity interests of the Borrower pursuant to conversion of the Loan; and (ii) to exercise the Equity Purchase Option and pay additional cash consideration of USD$6,227,720 to subscribe for an additional approximately 6.33% of the Borrower's equity resulting in Lender holding an aggregate of approximately 65.77% of the Borrower's equity.
The Borrower is an operating subsidiary of Wildpack which holds interests in all of the Company's U.S. operations, which represent substantially all of the principal business assets of the Company. Accordingly, if the Lender exercises its right to acquire over 50% of the Borrower's equity, this will result in Manna, indirectly via the Lender, owning over 50% of the Company's principal business assets. Accordingly, because of the conversion right and grant of the Equity Purchase Option to the Lender, the Loan is considered a 'Reviewable Disposition' under TSX Venture Exchange Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets and therefore requires written consent of shareholders of the Company holding over 50% of the issued securities of the Company.
Acquisition Offer Right
Under the Agreement, the Lender may make an offer on or prior to the Maturity Date to acquire all of the Borrower's outstanding equity in excess of the approximately 65.77% of securities acquirable by the Lender pursuant to the Loan's conversion right and Equity Purchase Option (the 'Acquisition Offer'). The Company has agreed, so long as the Company receives a fairness opinion from a reputable investment bank confirming the Acquisition Offer is fair to the Company's shareholders from a financial perspective, to support and facilitate an Acquisition Offer.
Because the successful completion of an Acquisition Offer would result in the sale of substantially all of the Company's assets, shareholder approval of the Company and the approval of the TSX Venture Exchange, would be required in order to complete such an Acquisition Offer. If the Lender exercises its Acquisition Offer right, and the Company's shareholders do not approve the transaction, and the Lender determines that it wishes to require the Borrower to repay the Loan, then the Maturity Date shall be the date of such election and the Loan and all accrued and unpaid interest shall immediately be due and payable (the 'Failed Offer Maturity Date').
If the Lender makes an Acquisition Offer prior to the Maturity Date, then the Maturity Date (and the Conversion Period) shall be extended until the earlier of the closing of the acquisition of the Borrower's equity pursuant to the exercise of the Equity Purchase Option or the Failed Offer Maturity Date; provided, further, that if neither the Maturity Date has occurred nor the Equity Purchase Option has been exercised by April 1, 2024, then the Lender may require cash interest to be paid on April 1, 2024 in an amount sufficient to enable it to pay required income taxes on accrued but unpaid interest.
Investor Rights Agreement
The Company also intends to enter into an agreement (the 'Investor Rights Agreement') pursuant to which the Company will grant the Lender, so long as any principal amount is outstanding under the Loan, the right to designate one member of the board of directors of the Company, which designee will chair the operations committee of the Company. The Investor Rights Agreement will also contain the Company's support provisions related to an Acquisition Offer and acknowledges that Manna may provide certain consulting services to the Company during the term of the Loan.
The Lender and Manna are not Non-Arm's Length Parties (as defined in TSX Venture Exchange Policies) to the Company and its affiliates.
Per: 'Mitch Barnard'
Chief Executive Officer and Director
For further information, please contact us at:
Vice President, Investor Relations
Fasken Martineau DuMoulin LLP is the legal advisor to Wildpack Beverage Inc.
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Wildpack is engaged in beverage manufacturing and packaging operating in the middle market by providing sustainable aluminum can filling, decorating, packaging, brokering, sleeve/label printing services, and logistics to brands throughout the United States. Wildpack currently operates indirectly through its wholly owned subsidiaries and out of six facilities in Baltimore, Maryland, Grand Rapids, Michigan, Atlanta, Georgia, Longmont, Colorado, Sacramento, California and Las Vegas, Nevada with a focus on digital innovation and green ready-to-drink packaging. Wildpack commenced trading on the TSX Venture Exchange under the symbol 'CANS' on May 19, 2021.
Cautionary Statement on Forward Looking Information
This news release may contain 'forward-looking statements' within the meaning of applicable Canadian securities laws, including, but not limited to, statements with respect to: the anticipated closing date of the transaction; the Loan; the Investor Rights Agreement; the Equity Purchase Option; the Acquisition Offer; the anticipated benefits to Wildpack resulting from completion of the transaction; and regulatory and shareholder approval in connection therewith. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks including but not limited to: Wildpack obtaining regulatory approval of the Agreement and the Loan; and Wildpack obtaining shareholder approval of the Equity Purchase Option or the Acquisition Offer, as applicable. These statements generally can be identified by the use of forward-looking words such as 'may', 'should', 'will', 'could', 'intend', 'estimate', 'plan', 'anticipate', 'expect', 'believe' or 'continue', or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance, or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Forward-looking statements expressed or implied by Wildpack are subject to a number of risks, uncertainties, and conditions, many of which are outside of Wildpack's control, and undue reliance should not be placed on such statements. Although Wildpack has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties related to Wildpack's business, including: that Wildpack's assumptions in making forward-looking statements may prove to be incorrect; inability to obtain necessary regulatory or shareholder approval; adverse market conditions; and risks inherent in the beverage manufacturing and packaging sector in general. Except as required by securities law, Wildpack does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Wildpack Beverage Inc.
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