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On December 24, 2025, Cizzle Brands Corporation has completed the acquisition of all issued and outstanding shares of Flow Water Inc. from RI Flow Sub LLC for approximately $83.75 million, subject to customary post-closing adjustments. The transaction was funded through a comprehensive financing package comprising a senior secured credit facility from Orion Infrastructure Capital (OIC), a vendor take-back loan and two non-brokered private placements. The OIC facility provides AcquireCo, Cizzle's indirect subsidiary, with US$40 million (C$54.7 million) plus an additional US$10 million (C$13.7 million) available, bearing 12% interest over five years. The package also includes a one-year, $22.25 million vendor take-back note at 12% interest, $4.725 million in equity unit financing and $7.5 million of 7.2% convertible notes.
Immediately prior to closing, Flow's branded CPG assets and IP were transferred to a vendor-owned entity, leaving Cizzle with the beverage co-manufacturing business, to be renamed Cizzle Brands Manufacturing Inc. On a pro forma basis, the manufacturing business is expected to contribute $21.5 million of revenue in the second half of fiscal 2026 and $46.5 million in 2027, supporting projected consolidated revenues of $41 million and $75 million, respectively. Bennett Jones LLP and Jenner & Block LLP advised Cizzle, Stifel Nicolaus Canada Inc. acted as financial advisor, and Miller Thomson LLP, Greenberg Traurig, LLP and Stikeman Elliott LLP advised the vendor and OIC.
Parties
Company
Cizzle Brands Corporation
Company
RI Flow Sub LLC
Company
Orion Infrastructure Capital
Deal Type
Merger & AcquisitionIndustry
OtherTransaction
$ 83,750,000Deal Status
ClosedClosing Date
24 December 2025