Columbia Care Inc. (NEO: CCHW) (CSE: CCHW) (OTCQX: CCHWF) (FSE: 3LP) (“Columbia Care” or the “Company”) today announced that it has received commitments to complete a private placement of up to US$74,500,000 (the “Offering”) aggregate principal amount of 6.00% secured convertible notes due 2025 (the “Notes”).
The Offering is being conducted on a “best-efforts” basis pursuant to an agency agreement entered into on June 17, 2021 between the Company and a syndicate of agents. Canaccord Genuity is acting as sole bookrunner and co-lead agent for the Offering, and ATB Capital Markets is acting as co-lead agent for the offering. A.G.P./Alliance Global Partners is acting as financial advisor.
The Notes will be senior secured obligations of the Company and will accrue interest payable semi-annually in arrears and mature on June 29, 2025, unless earlier converted, redeemed or repurchased. The conversion rate will be 154 common shares of the Company (“Common Shares”) per $1,000 principal amount of Notes (equivalent to a price of approximately US$6.49per Common Share), subject to customary adjustments. The conversion price of the Notes represents a premium of approximately 25% over the closing price of the Common Shares on the NEO Exchange on June 17, 2021.
The Company may redeem the Notes, in whole or in part, on or after June 29, 2023, if the volume weighted average price of the Common Shares trading on the Canadian Stock Exchange or the NEO Exchange for 15 of the 30 trading days immediately preceding the day on which the Company exercises its redemption right, exceeds 120% of the conversion price of the Notes.
The closing of the Offering is expected to occur on or about June 29, 2021 (the “Closing Date”) and is subject to the completion of formal documentation and receipt of all regulatory approvals, including the approval of the NEO Exchange and the Canadian Securities Exchange. The Notes will be offered for sale on a private placement basis in certain provinces of Canada pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws. The Notes may also be sold in the United States to or for the account or benefit of “U.S. persons” (as defined in the United StatesSecurities Act of 1933, as amended) (the “U.S. Securities Act”), on a private placement basis to “qualified institutional buyers” pursuant to an exemption from the registration requirements of the U.S. Securities Act, and in such jurisdictions outside of Canada and the United States as may be agreed upon by Canaccord and the Company, in each case in accordance with applicable laws. The Notes issued will be subject to a customary four-month hold period under Canadian securities laws.
The net proceeds from the Offering will be used for working capital and general corporate purposes.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Notes have not been and will not be registered under the U.S. Securities Act or any state securities laws. Accordingly, the Notes may not be offered or sold within the United States or to or for the account or benefit of “U.S. persons” unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. 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.
