Columbia Care Inc. (NEO: CCHW) (CSE: CCHW) (OTCQX: CCHWF) (FSE: 3LP) (“Columbia Care” or the “Company”), one of the largest and most experienced cultivators, manufacturers and providers of cannabis products in the U.S., is pleased to announce it has completed a private placement (the “Offering”) of US$185,000,000 aggregate principal amount of 9.50% senior-secured first-lien notes due 2026 (the “2026 Notes”).
The Offering was conducted on a “best-efforts” basis pursuant to an agency agreement entered into on February 2, 2022 between the Company and a syndicate of agents. Canaccord Genuity Corp. acted as the sole lead agent and lead bookrunner, and ATB Capital Markets Inc. acted as co-bookrunner in connection with the Offering.
The 2026 Notes are senior secured obligations of the Company and were issued at 100% of face value. The 2026 Notes accrue interest payable semi-annually in arrears and mature on February 3, 2026, unless earlier redeemed or repurchased. The Company may redeem the 2026 Notes at par, in whole or in part, on or after February 3, 2024, as more particularly described in the fourth supplemental trust indenture governing the 2026 Notes.
“This non-dilutive financing provides Columbia Care with additional flexibility to continue executing on our strategic growth initiatives, especially in markets like New Jersey, New York and Virginia, where we are serving a growing number of medical patients and preparing for adult use on the horizon. We have reduced our overall cost of capital and are grateful to our investors who recognize our improved credit profile and understand the catalysts ahead,” said Nicholas Vita, CEO of Columbia Care.
The net proceeds from the Offering are intended to be used to fund capital expenditures, strategic acquisitions and for general corporate purposes. In connection with the Offering, the Company has received binding commitments to exchange approximately US$31.75 million of the Company’s existing 13% senior secured notes due 2023, pursuant to private agreements in accordance with the trust indenture, for an equivalent amount of 2026 Notes plus accrued but unpaid interest and any negotiated premium thereon. As a result of the note exchanges, the Company received aggregate gross proceeds of US$153,250,000 million in cash pursuant to the Offering.
The 2026 Notes issued are subject to a customary four-month hold period under Canadian securities laws and customary United States securities laws resale restrictions. The 2026 Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless the 2026 Notes are registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available. This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
