Nabis Holdings Inc. Announces Recapitalization Transaction With Support of Key Stakeholders
VANCOUVER, British Columbia, Nov. 23, 2020 (GLOBE NEWSWIRE) -- Nabis Holdings Inc. (CSE: NAB) (OTC: NABIF) (FRA: A2PL) (“Nabis” or the “Company”) today announced
that it has entered into a support agreement (the “Support Agreement”) with certain holders (“Debentureholders”) of the Company’s outstanding $35 million principal
amount 8.0% unsecured convertible debentures (the “Debentures”). Pursuant to the Support Agreement, the Debentureholders party thereto have agreed to support a recapitalization
plan for Nabis that will, subject to required approval of Nabis’ creditors (the “Creditors”) and the Ontario Superior Court of Justice, result in the recapitalization of the
Debentures and all other debts of the Company (the “Recapitalization”). The Recapitalization is to be implemented pursuant to a proposal (the “Proposal”) under the
Bankruptcy and Insolvency Act of Canada (the “BIA”). The Proposal will be filed with the Official Receiver imminently.
The material terms of the Proposal are:
(i) the cancellation of all of the common shares, preferred shares, warrants, stock options and any other similar equity-type securities in the capital of the Company (collectively, “Equity Claims”);
(ii) all Equity Claims will be irrevocably and finally extinguished upon implementation of the Proposal;
(iii) in full and final satisfaction of all Creditor claims, which will be irrevocably and finally extinguished, on the implementation date of the Proposal, Nabis shall issue and pay to each Creditor its pro rata share of:
(a) 3,700,000 new common shares in the capital of the Company; and
(b) new 5.3% first lien notes in the aggregate amount of $23 million due 2022 on the terms set out in the Proposal; and
(iv) certain persons, including the Company and each of its affiliates and the Debentureholders party to the Support Agreement, and each of their respective former and current officers, directors, principals and employees, will receive releases of certain claims pursuant to the BIA.
KSV Restructuring Inc. will act as proposal trustee pursuant to the BIA in respect of the Proposal (in such capacity, the "Proposal Trustee").
Under the Support Agreement, the Debentureholders party thereto have agreed, subject to certain conditions precedent and termination rights, to support and vote for the Proposal at the meeting of the Creditors to be held on December 14, 2020 (the “Creditors’ Meeting”). Under the terms of the Support Agreement, Nabis has agreed to certain customary covenants and restrictions with respect to its business and operations until the Proposal has been implemented.