Cizzle Brands Adds Vertical Integration With $83.75M Acquisition of Flow Water Inc.; Secures Minimum Volume Commitments worth $184M in Manufacturing Contracts

Executive Summary

• Cizzle Brands completed the acquisition of Flow Water’s manufacturing business for an aggregate consideration of approximately $83.75 million, converting the company into a vertically‑integrated sports‑nutrition producer.
• The acquired facility brings an existing order book worth ≈ $184 million (with a guaranteed revenue floor of ≈ $158 million) and adds up to 338 million units/yr of production capacity once all lines are online.
• Pro‑forma financial guidance projects consolidated revenue of ~ $44 M in FY 2026 and ~ $79 M in FY 2027, with the first positive Adjusted EBITDA expected in Q4 2026 and $14 M for FY 2027.

Key Details

• Transaction Value: ~ $83.75 million (cash/stock mix – details not disclosed).
• Financing Structure:
• $40 M senior credit facility with Orion Infrastructure Capital (12% interest, interest‑capitalized for first 6 months).
• $22.25 M CAD secured promissory note from vendor (12% interest, bullet payment at term end).
• Manufacturing Business Highlights:
• Debt‑free balance sheet aside from the Line 5 tripartite lease arrangement and building lease (6 years remaining, renewable 10 years).
• Five of six production lines owned free‑and‑clear; Line 5 subject to a lease/compensation agreement with BeatBox & NFS Leasing Canada.
• Vendor settled ~$14 M in finance leases for Line 4 and funded commissioning of new high‑speed Line 6 (330 ml Tetra Pak).
• Tax Benefits: Acquisition includes an estimated $130 million of tax loss carryforwards.
• Operational Metrics:
• Current plant efficiency: 56% (up from 42% pre‑receivership); target 65% within 9 months.
• Capacity: 204 M units/yr now; Line 6 adds 48 M units/yr in May 2026; potential for Lines 7 & 8 adding another 86 M units/yr, reaching 338 M units/yr at full build‑out.
• Revenue Outlook:
• Manufacturing revenue: $24 M (YTG FY 2026) → $53 M (FY 2027).
• Consolidated pro‑forma revenue: $44 M (FY 2026) → $79 M (FY 2027).
• EBITDA Outlook: First positive Adjusted EBITDA quarter anticipated in Q4 2026; FY 2027 Adjusted EBITDA projected at $14 M.
• Debt Service Coverage: Expected normalized DSCR of ~3× for the manufacturing facility.

Notable Quotes

“We are no longer just a brand; we are an infrastructure owner… We have built a moat around our business that few in the beverage space can replicate.” – John Celenza, Founder, Chairman & CEO, Cizzle Brands Corporation