Bob Mackin
The beleaguered Vancouver green building products company that purported to be worth $1 billion in 2021 was sold for $500,000 plus more than $22 million in assumed liabilities.
On June 28, B.C. Supreme Court Justice Michael Stephens approved the sale of Nexii Building Solutions Inc. (NBSI) to B.C.-incorporated Nexiican Holdings Inc. and Delaware-incorporated Nexii Inc. Nexiican director Blake Beckham and Nexii president Russ Lambert are both Dallas lawyers.
Nexii Building Products’ Squamish plant (Nexii/X)
“Notwithstanding that the financial advisor spent close to six months marketing the assets of the vendors, the Nexii transaction was the only bid submitted in the [solicitation and sale process] for the business and assets of the vendors and represents the only transaction available in respect of the vendors at this time,” said the report from court-appointed monitor KSV Advisory.
The assumed liabilities include $2 million owing interim lenders in secured debt obligations and $20 million in secured convertible debt obligations.
Stephens appointed KSV as monitor under the Companies’ Creditors Arrangement Act on Jan. 11 for NBSI, which owed creditors more than $112 million. NBSI’s Jan. 10 petition to the court said it owes the three senior secured lenders — Powerscourt Investments XXV LP, Trinity Capital Inc. and Horizon Technology Finance Corporation — USD$79 million and another $6 million to equipment lessors, trade creditors and landlords. Assets include equipment, accounts receivable, contracts and intellectual property worth a total book value of $69 million.
On April 26, Stephens approved the $3 million sale of NBSI’s five Omicron subsidiaries to six numbered companies owned by a group that includes William Tucker, the CEO of both NBSI and Omicron, and senior-vice president George Sawatzky.
NBSI marketed the proprietary Nexiite panelling system, a low-carbon concrete alternative produced at its factory in Squamish for customers like Wal-Mart Stores Inc., JPMorgan Chase & Co., Starbucks Coffee Company and AECOM.
As of Dec. 20, NBSI employed 142 people and its Omicron subsidiaries 160. Its executives included former Vancouver mayor Gregor Robertson.
The court filing included a list of Omicron’s 87 design contracts and purchase orders, including clients ranging from Telus, Home Depot Canada Inc., Coca-Cola Bottling Ltd. and Lululemon Athletica to Port of Vancouver, ICBC, City of Vancouver and Liquor Distribution Branch.
Tucker’s affidavit from January said that NBSI historically had funded growth through equity and some debt financing.
“Currently, NBSI is not able to raise additional capital through equity and the senior secured lenders are not prepared to advance additional funds without a clear path to the sale of NBSI’s business,” Tucker swore in an affidavit.
NBSI acquired Omicron in 2021 and owed Omicron $4 million. NBSI, according to Tucker, raised $125 million since 2019 and expected $14 million total revenue for 2023. It had four projects nearing completion and expected to bring $8.3 million revenue. Omicron, meanwhile, had 67 contracts in progress worth $150 million before costs and another $110 million worth of contracts.
In August 2023, according to Tucker, Investcorp Green Limited invested $5 million in NBSI and, by November, the company had an $18-million term sheet for an investment from unnamed “strategic investors in the Middle East.”
“Unfortunately, shortly before closing, one of the investors terminated its involvement and the investment did not proceed,” said Tucker’s filing. “Losing access to these funds significantly limited the petitioners’ options.”
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