On March 19, 2024, The Cannabist Company Holdings Inc. (the “Company”) – a cultivator, manufacturer and provider of cannabis products and related services – closed a US$25.75 million private placement offering of 9.00% senior secured convertible debentures of the Company (the “Notes”).
The Company issued US$19.5 million aggregate principal amount of Notes in a concurrent private brokered offering and private non-brokered offering. Additionally, in accordance with the terms of a previously executed agreement, the Company issued US$6.25 million of Notes in exchange for the cancellation of previously issued 6% senior secured convertible notes due in 2025, held by certain offshore institutional investors.
The Notes mature in March 2027, unless earlier converted or repurchased. The conversion rate is 3,278.6 common shares in the capital of the Company per US$1,000 principal amount of Notes, subject to customary adjustments. The Notes are subject to an original issue discount and priced at US$800 per issuance of US$1,000 in principal amount of new Notes.
ATB Securities Inc. (the “Agent”) acted as sole bookrunner and agent in connection with the brokered offering.
Fasken advised the Agent with a team led by Alex Nikolic and that included George Soules and Brittany Vanword (Capital Markets and M&A); Ingrid VanderElst and Mark Vanderveken (Life Sciences Regulatory); and Luigi Pasqualitto and Shazad Omarali (Articling Students).
Jurisdiction
- Ontario
