The Cannabist Company Announces Debt Repurchase Agreement to Reduce Leverage by up to $25 Million
22 Gennaio 2024 - 1:30PM
Business Wire
The Cannabist Company Holdings Inc. (NEO: CBST) (OTCQX: CBSTF)
(FSE: 3LP) (“The Cannabist Company” or the “Company”), one of the
largest and most experienced cultivators, manufacturers and
retailers of cannabis products in the U.S., announced today that,
further to its previously announced intention to repurchase up to
US$25 million of principal amount of 6.0% senior secured
convertible notes due June 2025 of the Company (the “2025
Convertible Notes”), it has entered into a binding agreement (the
“Agreement”) with certain offshore institutional investors (the
“Investors”) to conditionally effect such repurchase (the
“Repurchase”) for common shares of the Company (“Common
Shares”).
“We are pleased to have reached agreement on the previously
announced transaction to reduce leverage and decrease interest
expense, maintaining momentum for our balance sheet improvement
plan. We are grateful for the constructive relationship with our
investors that enabled this transaction to come to fruition and
look forward to delivering on additional initiatives in the months
ahead,” said David Hart, CEO of The Cannabist Company.
Pursuant to the terms of the Agreement, the Investors shall:
- by January 31, 2024, exchange, assign, transfer and sell
(“Transfer”) US$5 million principal amount of 2025 Convertible
Notes in consideration of Common Shares issued at a price per
Common Share equal to the greater of CAD$0.41 per Common Share and
the 12.5% discount to the 5-day volume weighted average price of
the Common Shares (the “Initial Exchange Price”) on Cboe Canada
Inc. (the “Exchange”) prior to receipt of a Transfer notice;
- upon fulfillment of certain conditions related to the trading
price of the Common Shares on the Exchange, on or prior to February
29, 2024, Transfer US$5 million principal amount of 2025
Convertible Notes in consideration of Common Shares issued at the
Initial Exchange Price, and
- upon fulfillment of certain conditions related to the trading
price of the Common Shares on the Exchange, on or prior to June 30,
2024, Transfer in three separate equal tranches, an aggregate of
US$15 million principal amount of 2025 Convertible Notes in
consideration of Common Shares issued at a price per Common Share
equal to the greater of CAD$0.57 per Common Share and the 12.5%
discount to the 5-day volume weighted average price of the Common
Shares on the Exchange prior to receipt of a Transfer notice, in
each case, subject to adjustment in certain instances.
In the event the conditions are fulfilled and the Investors fail
to Transfer their 2025 Convertible Notes in accordance with the
terms of the Agreement, the Company has the right, but not the
obligation, to require the Investors to Transfer some or all of the
portion of the $25 million of 2025 Convertible Notes still held by
the Investors. Assuming all of the conditions are fulfilled, and
the entire US$25 million principal amount of 2025 Convertible Notes
are Transferred for Common Shares issued at the minimum prices set
out in the Agreement, a maximum of 68,564,698 Common Shares would
be issued in connection with the Repurchase.
In connection with the Repurchase, the Company obtained waivers
from holders of, in the aggregate, US$34.5 million principal amount
of 2025 Convertible Notes confirming that they did not object to
the Company completing the Repurchase and confirming that they had
no intention of participating in a Repurchase of their 2025
Convertible Notes on similar terms. Should the holders of the
balance of the 2025 Convertible Notes (representing an aggregate
amount of US$5 million) participate in a similar Repurchase of
their 2025 Convertible Notes, the Company expects that
approximately US$3.57 million principal amount of 2025 Convertible
Notes could be repurchased, with the remaining balance being
potentially Transferred for New Notes.
In connection with the Repurchase, ATB Capital Markets acted as
exclusive financial advisor to the Company and to the Company’s
special committee.
About The Cannabist Company (f/k/a Columbia Care)
The Cannabist Company, formerly known as Columbia Care, is one
of the largest and most experienced cultivators, manufacturers and
providers of cannabis products and related services, with licenses
in 16 U.S. jurisdictions. The Company operates 125 facilities
including 94 dispensaries and 31 cultivation and manufacturing
facilities, including those under development. The Cannabist
Company is one of the original multi-state providers of cannabis in
the U.S. and now delivers industry-leading products and services to
both the medical and adult-use markets. In 2021, the Company
launched Cannabist, its retail brand, creating a national
dispensary network that leverages proprietary technology platforms.
The company offers products spanning flower, edibles, oils and
tablets, and manufactures popular brands including Seed &
Strain, Triple Seven, Hedy, gLeaf, Classix, Press, and Amber. For
more information, please visit www.cannabistcompany.com.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell, buy or subscribe for any securities or otherwise,
nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. In particular,
this communication is not an offer of securities for sale into the
United States. No offer of securities shall be made in the United
States or to or for the account or benefit of a U.S. person (as
that term is used in Regulation S of the United States Securities
Act of 1933, as amended (the “U.S. Securities Act”)) absent
registration under the U.S. Securities Act, or pursuant to an
exemption from, or in a transaction not subject to, such
registration requirements. In addition, hedging transactions may
not be conducted unless in compliance with the U.S. Securities
Act.
Caution Concerning Forward Looking Statements
This press release contains certain statements that constitute
“forward-looking information” or “forward-looking statements”
within the meaning of applicable securities laws and reflect the
Company’s current expectations regarding future events.
Forward-looking statements or information contained in this release
include, but are not limited to, statements or information with
respect to the Repurchase, the fulfilment of the conditions to one
or more of the Transfers contemplated by the Repurchase, the prices
at which the Common Shares will be issued if the conditions to one
or more of the Transfers are fulfilled, the ability to complete a
future offering of convertible notes on favourable terms if at all,
the potential for additional holders to Transfer their 2025
Convertible Notes, and the Company’s ability to execute on retail,
wholesale, brand and product initiatives. There can be no
assurances that the conditions to any future Transfer will be
fulfilled or that the Common Shares will be issued. These
forward-looking statements or information, which although
considered reasonable by the Company, may prove to be incorrect and
are subject to known and unknown risks and uncertainties that may
cause actual results, performance or achievements of the Company to
be materially different from those expressed or implied by any
forward-looking information. In addition, securityholders should
review the risk factors discussed under “Risk Factors” in the
Company’s Form 10-K for the year ended December 31, 2022, as filed
with Canadian and U.S. securities regulatory authorities and
described from time to time in subsequent documents filed with
applicable securities regulatory authorities.
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version on businesswire.com: https://www.businesswire.com/news/home/20240122940581/en/
Investor Lee Ann Evans SVP, Capital Markets
investor@cannabistcompany.com
Media Lindsay Wilson SVP, Communications
media@cannabistcompany.com
Grafico Azioni Ordinary (TG:3LP)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Ordinary (TG:3LP)
Storico
Da Gen 2024 a Gen 2025