[PRESS RELEASE] – CHELMSFORD, Mass., Feb. 5, 2026 – The Cannabist Co. Holdings Inc., one of the most experienced cultivators, manufacturers and retailers of cannabis products in the U.S., announced the closing of the transaction, previously announced on Dec. 18, 2025, to sell all of the ownership interests of its subsidiary engaged in the business of cultivating, producing, manufacturing, distributing and selling cannabis in the commonwealth of Virginia to an entity affiliated with Millstreet Credit Fund LP.
The Virginia assets consist primarily of five active retail locations, one additional retail location in development, and approximately 82,000 square feet of cultivation and production capacity in the Richmond region.
The total consideration for the transaction was $130 million, consisting of $117.5 million payable in cash at closing of the transaction and the remaining $12.5 million (the “offset escrow amount”) to be escrowed at closing and to be released in two parts: (i) up to $1 million, upon the finalization of the post-closing purchase price adjustment and (ii) the remaining amount not otherwise used to satisfy indemnification obligations, following the nine-month anniversary of the closing.
The purchase price is subject to post-closing adjustment based on the final determination of cash, debt, net working capital, unpaid transaction expenses and certain transaction payments as of closing.
In anticipation of the closing of the transaction, on Jan. 29, 2026, the company issued a qualified partial redemption notice to the holders of its 9.25% senior secured notes due 2028 and its 9% senior secured convertible notes due 2028 (together, the "notes"), to redeem the notes in part, at a redemption price of 100% of the principal amount of notes being redeemed, plus accrued but unpaid interest to, but excluding the redemption date (the “redemptions”).
The notes were issued pursuant to an amended and restated trust indenture dated May 29, 2025, between the company and Odyssey Trust Co., as trustee, as supplemented by the first supplemental indenture dated May 29, 2025. It is expected that the company will redeem on Feb. 13, 2026, (i) $84,488,000 aggregate principal amount of the 9.25% senior secured notes and (ii) $6,469,000 aggregate principal amount of the 9% senior secured convertible notes, in each case, plus accrued and unpaid interest.
Moelis & Co. LLC acted as financial adviser to the company. Stikeman Elliott LLP acted as Canadian counsel. Weil, Gotshal & Manges LLP and Foley Hoag LLP acted as United States counsel.
