BioSteel Files for and Obtains CCAA Creditor Protection
BioSteel intends to seek approval of a sale and investment solicitation process
TORONTO, Sept. 14, 2023 /CNW/ – BioSteel Sports Nutrition Inc. (“BioSteel”) today announced that it sought and obtained an initial order for creditor protection (the “Initial Order”) from the Ontario Superior Court of Justice (Commercial List) (the “CCAA Court”) under the Companies’ Creditors Arrangement Act (the “CCAA”). The Initial Order provides for, among other things: (i) a stay of proceedings in favour of BioSteel and its two U.S. affiliates, BioSteel Sports Nutrition USA LLC and BioSteel Manufacturing LLC; and (ii) the appointment of KSV Restructuring Inc. as monitor of BioSteel (in such capacity, the “Monitor”).
BioSteel’s application for and entry into the CCAA process was commenced as BioSteel no longer has access to funding for the brand which continued to generate negative operating cash flow. In connection with the commencement of proceedings, BioSteel made the decision to conserve cash and put the business into hibernation to preserve its assets. BioSteel sought creditor protection under the CCAA to conduct a court-supervised sale process for its business and property for the benefit of its stakeholders.
The decision to seek creditor protection was made after careful evaluation of BioSteel’s financial situation and all available alternatives following consultation with its legal and financial advisors and a determination that a court supervised sale process is in the best interests of BioSteel and its stakeholders. The board of directors of BioSteel will remain in place and BioSteel will remain responsible for the sale process under the supervision of the CCAA Court and the general oversight of the Monitor. BioSteel intends to fund the CCAA process from cash on hand and does not expect to require additional financing during the course of the proposed sale process.
BioSteel intends to seek approval of a sale and investment solicitation process (the “SISP”), which, if approved, would allow interested parties to participate in the process in accordance with the SISP procedures. BioSteel intends to use this process to build on the work it undertook prior to the filing to identify a purchaser on an efficient basis. The SISP, if approved by the CCAA Court, will be administered by BioSteel, with the assistance of its financial advisor, Greenhill & Co. Canada Ltd., and under the oversight of the Monitor. Additional details in respect of the SISP will be disclosed shortly. BioSteel also intends to commence a case under Chapter 15 of Title 11 of the United States Code to seek recognition and enforcement in the United States of the CCAA Court’s orders and to protect BioSteel’s assets located within the United States.
Cassels Brock & Blackwell LLP and Akin Gump Strauss Hauer & Feld LLP are acting as legal advisors to BioSteel. Greenhill & Co. Canada Ltd. is acting as financial advisor to BioSteel in connection with the proposed SISP.
Additional information regarding the CCAA proceeding can be found on the Monitor’s website at www.ksvadvisory.com/experience/case/biosteel.
BioSteel is a North American beverage brand committed to delivering premium Clean. Healthy. Hydration.™ to consumers and athletes across the globe. Each BioSteel ready-to-drink sports drink has zero sugar and comes in an eco-friendly Tetra Pak filled with premium ingredients, natural flavors and electrolytes needed to support physical activity. Perfect for everyone from health and environmentally conscious consumers to world class athletes, BioSteel hydration products are currently readily available across North America, globally with select retail partners, and direct to consumers online through www.biosteel.com.
Court materials filed in the CCAA proceedings are available on the Monitor’s website at: https://www.ksvadvisory.com/experience/case/biosteel.
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Notice Regarding Forward-Looking Information
This press release may contain “forward-looking statements” within the meaning of applicable Canadian securities legislation. Such forward-looking statements include, but are not limited to, information with respect to our objectives and intentions, including our intention to complete proceedings under the CCAA; the outcome of the CCAA proceedings and SISP and any potential recovery for stakeholders as well as information with respect to our beliefs, plans, expectations, anticipations, estimates and intentions. Forward-looking statements are typically identified by the use of words such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, although not all forward-looking statements contain these words. Forward-looking statements are provided for the purposes of assisting the reader in understanding BioSteel and its business, operations, prospects, and risks at a point in time in the context of historical and possible future developments, and the reader is therefore cautioned that such information may not be appropriate for other purposes.
Forward-looking statements are based on assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. Those risks and uncertainties include the following: the ability to complete any future potential transactions in connection with the SISP in CCAA proceedings and the terms and conditions thereof; ability to achieve and manage growth; failure to expand sales capabilities; changes in consumer preferences; criticism of packaged water; maintain brand image and product quality; constrained or unavailable spring water sources; inability to package products; increased competition; accurately estimating demand; maintaining relationships with distributors and vendors; changing retail landscape; incorrect product design or development; product information misrepresentation; revenues derived entirely from packaged beverages; increases in costs or shortages of materials; no assurance of profitability; fluctuations in foreign currency; changes in government regulation; contamination or recalls of ingredients or end products; loss of intellectual property rights; litigation; future tax rates; catastrophic events; climate change; seasonal business; dependence on key information systems and third-party service providers; ability to securely maintain confidential information; maintaining and upgrading information technology systems; conflict of interest; no active market for shares; lack of dividends; global financial condition; publication of inaccurate or unfavourable research and reports; operating history; and management and conflict of interests. Consequently, all of the forward-looking statements contained herein are qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward looking. statements contained herein are provided as of the date hereof, and we do not undertake to update or amend such forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable law. In addition, there is no assurance that there will be any residual value for shareholders under the CCAA process, nor can there be any assurance that the CCAA proceedings will result in the maximization of the return in respect of BioSteel’s assets.