TILT Holdings gets CCAA protection to advance take-private plan backed by secured creditors

TILT Holdings Inc., a British Columbia incorporated cannabis holding company with a United States operational footprint, obtained protection under the Companies’ Creditors Arrangement Act on November 7 after revealing a highly leveraged capital structure, recurring losses, and mounting liquidity pressure.

Publicly traded on the CBOE Canada Exchange, TILT operates a diversified cannabis platform through 16 subsidiaries spanning cultivation, processing, retail dispensaries, vaporization hardware, and related services. Its active operations sit within four US entities, with Jupiter Research LLC functioning as the flagship accessories segment and supplying vaporization products to more than 1,000 dispensaries and brands across over 35 states and select international markets. The company employs 15 people, maintains one Canadian based employee, and oversees cultivation and processing facilities in Pennsylvania, Ohio, and Massachusetts.

The company is insolvent and relies exclusively on subsidiaries for revenue, while those same subsidiaries shoulder significant secured debt. The group has entered forbearance agreements with key landlords and expanded secured credit arrangements with Shenzhen Smoore Technology Limited to preserve access to essential vape hardware inventory. As of early November, the company carried total outstanding indebtedness of $126.8 million, including $84.2 million owed to junior secured noteholders, $38.8 million owed to Smoore, and $2.4 million owed to Entrepreneur Growth Capital, in addition to unsecured liabilities of $12.2 million.

The restructuring centres on a comprehensive take private plan that cancels all existing equity and exchanges noteholder releases for the entire ownership of the reorganized company. The junior secured noteholders will become the sole shareholders through a conversion mechanism tied to the release of guarantees that secure nearly $85 million. Other secured creditors and all unsecured creditors remain unaffected and do not vote. Management states that the plan eliminates the burdens of remaining publicly traded and positions the enterprise to stabilize liquidity, protect its viable Jupiter segment, and pursue further investment.

TILT reached restructuring support agreements with each secured creditor before filing and intends to refine the plan as the CCAA process advances. PricewaterhouseCoopers is the monitor. McCarthy Tétrault represents the petitioner, Farris acts as monitor’s counsel, Fasken acts for the junior secured noteholders, and Borden Ladner Gervais represents Smoore.