PharmHouse Pursues Formal Restructuring

Published: September 17, 2020

PharmHouse Pursues Formal Restructuring

Canopy Rivers Inc. announces that PharmHouse Inc., the Company’s 49%-owned joint venture in Leamington, Ontario, has obtained an order  from the Ontario Superior Court of Justice granting PharmHouse creditor protection under the Companies’ Creditors Arrangement Act  (CCAA). Ernst & Young Inc. has been appointed by the Court to act as the Monitor of PharmHouse in the CCAA proceedings while PharmHouse explores a restructuring of its business and operations (the “Restructuring”).

Canopy Rivers views PharmHouse’s decision to seek creditor protection as an important step forward in addressing its liquidity and capital resource concerns, determining the most effective way to conduct business going forward, and maximizing value for its stakeholders. Pursuant to the Initial Order, the statement of claim (the “Claim”) initiated by the Joint Venture Partner (as defined below) against PharmHouse and the Company, among others, as described in the Company’s press release earlier this week, has been stayed.

Investment Background

PharmHouse was formed in May 2018 as a joint venture between the Company and the principals of a leading agriculture and produce company (the “Joint Venture Partner”). Offtake partnerships with Canopy Growth Corporation and TerrAscend Canada Inc. (the “Offtake Agreements”) provided strong support for the Company’s significant investment in PharmHouse’s automated production facility, as well as its guarantee of the PharmHouse Credit Facility (as defined below). As disclosed in the Company’s press release dated August 14, 2020, the previously anticipated timeline for PharmHouse to generate cash flows from the Offtake Agreements was not met, and the ultimate timing and receipt of cash flows became uncertain, creating liquidity and capital resource issues at PharmHouse.

Discussions between PharmHouse and the counterparties to the Offtake Agreements regarding the potential renegotiation of the Offtake Agreements have been unsuccessful and have led to a significant deterioration in the relationship between the parties, as evidenced by the filing of the Claim by the Joint Venture Partner.

Given the scale and automation of PharmHouse’s facility, Canopy Rivers remains committed  to taking the necessary actions to preserve and maximize value for PharmHouse and Canopy Rivers’ shareholders, including providing the DIP financing (as defined and discussed below) at a time when PharmHouse is in critical need of capital. The Joint Venture Partner has indicated that it will not contribute financially to address PharmHouse’s near-term liquidity issues.

DIP Financing

Pursuant to the Initial Order, Canopy Rivers will act as a debtor-in-possession (“DIP”) lender for PharmHouse. The Company will provide up to $7.2 million in DIP financing, to enable PharmHouse to continue its day-to-day operations throughout the anticipated Restructuring. The special committee of the Company’s Board of Directors (the “Special Committee”) intends to continue its review of strategic alternatives for the Company’s investment in PharmHouse.

Impairment Charges

In connection with the Restructuring, Canopy Rivers expects to record certain adjustments on its statement of financial position for its upcoming fiscal quarter ending September 30, 2020. The Company expects to record a full impairment charge on its investment in PharmHouse common shares, which had a carrying value of $32.6 million as at June 30, 2020. The carrying value as at June 30, 2020 reflected the cash investment of $11.0 million made by the Company in July 2018 and January 2019, the value of non-cash consideration paid to the Joint Venture Partner upon the formation of PharmHouse, and the Company’s cumulative share of PharmHouse’s comprehensive loss, as required by International Financial Reporting Standards.

In addition, the Company may recognize impairment charges in respect of all or a portion of the balances relating to shareholder loans advanced by Canopy Rivers to PharmHouse, which were recorded at $50.2 million as at June 30, 2020 (inclusive of interest receivable of $7.7 million). Furthermore, the Company is a guarantor on PharmHouse’s syndicated credit agreement, which provided PharmHouse with a non-revolving credit facility of $90.0 million (the “PharmHouse Credit Facility”). If PharmHouse is unable to service its obligations pursuant to the PharmHouse Credit Facility, the Company may be required to recognize a financial liability relating to its guarantee. As the CCAA process progresses, Canopy Rivers expects to have additional information that will allow it to assess and quantify the expected financial statement impact on the Company and will provide further updates regarding the Restructuring in due course.

Canopy Rivers is a venture capital firm specializing in cannabis with a portfolio of 18 companies across various segments of the cannabis value chain.