[PRESS RELEASE] – EDMONTON, Alberta, July 27, 2026 – SNDL Inc. (announced the completion of the acquisition of certain assets of Surterra Holdings Inc. and certain of its affiliates (collectively, “Parallel”), a U.S. vertically integrated cannabis operator with state-licensed operations in Florida, Texas and Massachusetts (the “Parallel transaction”). The Parallel transaction was previously announced on April 29, 2026.
The Parallel transaction was completed pursuant to a strict foreclosure agreement, by and among SH Parent Inc., Surterra Holdings Inc., certain of their subsidiaries and CDXX TransCo LLC (“TransactionCo”), together with a related contribution and exchange agreement among TransactionCo and participating Parallel creditors.
Through the Parallel transaction, TransactionCo completed a consensual secured creditor foreclosure of specified equity interests and assets associated with Parallel’s operations in Florida, Texas and Massachusetts. The Parallel transaction substantially reduces Parallel’s legacy debt burden and provides SNDL, through its Sunstream Bancorp Inc. joint venture, with indirect majority economic exposure equivalent to ownership of 66.7% of TransactionCo’s equity and 69.4% of its debt.
The company expects to be able to convert this indirect exposure in TransactionCo and its subsidiaries into direct, consolidated holdings in the coming months, subject to applicable legal, regulatory, accounting and Nasdaq requirements, resulting in SNDL becoming one of the first Nasdaq-listed companies to have direct, consolidated exposure to U.S. medical cannabis operations. Consistent with recent public uplisting precedents, SNDL expects any adult-use or recreational exposure, including in Massachusetts, to remain deconsolidated unless and until Nasdaq, applicable law, contractual arrangements, and accounting standards permit a different treatment.
“Closing the Parallel transaction marks the successful completion of a complex, multiyear restructuring of one of Sunstream’s largest legacy credit investments and represents a defining milestone in our strategy to become a leading vertically integrated North American cannabis company,” SNDL CEO Zach George said. "SNDL now supports a 249-store cannabis retail network, the largest in the world by store count. We believe that the operating discipline, retail expertise and lessons learned from Canada’s intensely competitive cannabis market – including navigating regulatory complexity and excessive tax rates – will serve us well as we expand in key U.S. medical cannabis markets such as Florida, Massachusetts and Texas. Coupled with our strong balance sheet and access to capital, SNDL is uniquely positioned to pursue disciplined growth and strategic consolidation to create long-term value for shareholders.”
Operating Platform
The operating assets acquired from Parallel include 56 retail locations and three cultivation and manufacturing facilities across Florida, Texas and Massachusetts. With annualized revenue of approximately US$150 million and a profitable foundation, the assets acquired from Parallel represent an attractive expansion platform following consolidation, with additional opportunities to accelerate growth and further enhance profitability. The existing footprint includes:
- Florida: 43 dispensaries operating under the Surterra Wellness brand from a single cultivation and production facility comprising approximately 175,000 square feet.
- Texas: 10 retail or pickup locations operating under the Goodblend brand from a single cultivation and production facility. Goodblend is one of only three active licensed operators serving Texas’ approximately 31.7 million residents, a population roughly 35% larger than Florida and more than three-quarters the size of Canada.
- Massachusetts: Three dispensaries operating under the New England Treatment Access (NETA) brand and one cultivation and production facility comprising approximately 19,600 square feet.
Background to the Parallel Transaction
Talladega LP, a partnership wholly owned by affiliates of Sunstream, initially provided Parallel with a US$150 million secured loan on May 7, 2021 (the “initial loan”), secured by a junior security interest in substantially all of Parallel’s assets and a senior security interest in Parallel’s Massachusetts-based business. Parallel subsequently defaulted on the initial loan and indebtedness owing under its senior secured notes.
Following the default, Talladega and certain senior noteholders provided additional financing to preserve enterprise value while Parallel pursued strategic alternatives. These financings were ultimately addressed as part of the restructuring completed through a foreclosure agreement.
After an extensive marketing process that did not result in an acceptable third-party transaction, Parallel, Talladega and the senior noteholders pursued the strict foreclosure Parallel transaction completed July 27.
The Parallel transaction converted specified pre-closing creditor claims into a combination of new debt and ownership interests in TransactionCo and its subsidiaries. The Parallel transaction extinguished approximately US$842 million of debt obligations of Parallel and establishes a more sustainable capital structure for the acquired business.
Financial Reporting
The closing of the Parallel transaction does not have any immediate impact on SNDL’s financial reporting, other than the acquisition of the US$29.75 million principal loan position from PE Fund LP, which was acquired at a 25% discount to par value. This investment continues to be accounted for using the equity method under International Financial Reporting Standards based on SNDL’s indirect economic exposure. A change in financial reporting will occur once SNDL is in a position to convert its current indirect exposure into a direct majority equity and debt exposure that is expected to result in operational control and the consolidation of TransactionCo’s medical business.
The final accounting classification and valuation of SNDL’s future direct interests, and any resulting gain, loss, impairment or other impact on the financial statements, remain subject to the completion of the required legal and regulatory steps, and applicable accounting and valuation analyses.
Advisers
Weil, Gotshal & Manges LLP is acting as legal counsel for Sunstream and Talladega. Moelis & Co. is acting as the exclusive financial adviser and investment banker to Sunstream and Talladega.
