Columbia Care Inc. (NEO: CCHW) (OTCQX: CCHWF) (FSE: 3LP) (“Columbia Care” or the “Company”), one of the largest and most experienced cultivators, manufacturers and retailers of cannabis products in the U.S., today announced that it has entered into subscription agreements with institutional investors (the “Investors”), for the purchase and sale of 22,244,210 units of the Company (the “Units”) at a price of C$1.52 per Unit (the “Issue Price”) pursuant to a private placement (the “Offering”), for aggregate gross proceeds of approximately C$33.8 million or approximately US$25 million (the “Initial Tranche”).
The Investors will have the option to purchase US$25 million in additional Units at a price equal to the Issue Price, upon written notice to the Company at any time up to 45 days following the date hereof (the “Investor Option”). In connection with the transaction, the Company and the investors entered into a customary registration rights agreement. The Units will be subject to limited lock-up requirements.
The Company has also entered into a non-binding agreement with the Investors with respect to the repurchase by the Company of up to US$25 million of principal amount of their holdings in the 6.0% senior secured convertible notes due June 2025 of the Company (the “2025 Convertible Notes”), the purchase price of which would be payable in common shares of the Company (“Common Shares”). Completion of these transactions would be subject to definitive documentation and receipt of all necessary regulatory approvals.
In addition, the Company is in continued discussions, as previously disclosed, with certain holders of the Company’s 13% senior secured notes due May 2024 (the “2024 Notes”), to exchange their 2024 Notes into the Company’s 9.5% senior secured notes due February 2026 on a one-for-one basis (the “Debt Exchange”).
Private Placement Offering
Each Unit consists of one Common Share (or Common Share equivalent) and a one half of one common share purchase warrant of the Company (each full warrant, a “Warrant”). Each Warrant entitles the holder to acquire one Common Share of the Company at a price of C$1.96 per share, a 29% premium to issue, for a period of 3 years following the closing of the Initial Tranche and the Investor Option, as applicable.
The closing of the Initial Tranche is subject to customary closing conditions and is expected to close on or about September 21, 2023.
The Company intends to use the proceeds from the Offering to reduce its outstanding indebtedness and for general corporate purposes.
The Common Shares to be sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “SecuritiesAct”), or any state or other applicable jurisdiction’s securities laws and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as defined in the Securities Act) absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.