[PRESS RELEASE] – NEW YORK, March 7, 2025 – The Cannabist Co. Holdings Inc., one of the most experienced cultivators, manufacturers and retailers of cannabis products in the U.S., announced that additional holders of issued Senior Notes have now entered into joinders to the definitive support agreement dated Feb. 27, 2025, regarding the exchange of their notes for new notes having a later maturity date and additional covenants, all as previously disclosed (the “transaction”), resulting in support from holders of approximately 70% of the aggregate principal amount of issued Senior Notes in the aggregate. The transaction is described in the press release issued by the company on Feb. 27, 2025.
The transaction will be subject to approval by the Ontario Superior Court of Justice pursuant to a plan of arrangement (the “plan”) under the Canada Business Corporations Act (CBCA). The transaction will also be subject to customary conditions, including approval by the requisite majority of holders of Senior Notes and the receipt of any necessary regulatory approvals, including state cannabis regulators, if applicable.
The company expects to hold its meeting of holders of Senior Notes on April 29, 2025, with a record date of March 7, 2025, subject to confirmation pursuant to an interim order from the Court. Closing of the transaction is expected to occur in the first half of 2025.
The board has unanimously determined, after receiving financial and legal advice and following the receipt of a unanimous recommendation of a special committee of independent directors, that the transaction is in the best interests of the company. The board obtained an independent fairness opinion from Koger Valuations Inc. which provides that, as at the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the transaction is fair, when viewed as a whole and from a financial point of view, to the shareholders of the company and holders of the Senior Notes.
Holders of Senior Notes who are also interested in executing a joinder to the support agreement in order to become an early supporting noteholder and participate in the early consent consideration and asset sale early consent fee as previously disclosed should contact Moelis & Company LLC at the address below to execute a joinder to the support agreement before 5 p.m. p.m. Eastern Time on March 10, 2025 (or such later date as may be agreed by the company and certain supporting noteholders).
Moelis & Company LLC, 399 Park Avenue, 4th Floor, New York, NY 10022
Grant Kassel, Managing Director, [email protected], (212) 883-3643
Cullen Murphy, Managing Director, [email protected], (212) 883-4238
No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been registered under the U.S. Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
Moelis & Company LLC is serving as the exclusive financial adviser to the company. Stikeman Elliott LLP and Dorsey & Whitney LLP are acting as the company’s Canadian and U.S. legal counsel, respectively. Goodmans LLP and Feuerstein Kulick LLP are acting as the supporting noteholders’ Canadian and U.S. legal counsel, respectively, with Ducera Partners LLC serving as the financial adviser to the Supporting Noteholders’ legal counsel.
