Curaleaf Announces Closing of Additional US$50 Million Private Placement of 8.0% Senior Secured Notes Due 2026

Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) (“Curaleaf” or the “Company”), a leading international provider of consumer products in cannabis, today announced that due to investor demand, the Company has completed the offering of an additional allotment of US$50 million aggregate principal amount of its existing 8.0% Senior Secured Notes due 2026 (the “Additional Notes”). The Additional Notes were offered under an existing trust indenture (the “Trust Indenture”) pursuant to which Curaleaf previously issued US$425 millionaggregate principal amount of 8.0 % Senior Secured Notes due 2026 (the “Initial Notes”). 

The Additional Notes have the same terms as the Initial Notes, which were issued at 100% of face value, are senior secured obligations of the Company, and bear interest at a rate of 8.0% per annum, payable semi-annually in equal installments until the maturity date, unless earlier redeemed or repurchased. The Additional Notes and the Initial Notes will be consolidated with and form a single series with the Initial Notes. The Additional Notes will mature on December 15, 2026. The net proceeds from the Additional Notes will be used for working capital and general corporate purposes. 

Seaport Global Securities LLC and Canaccord Genuity Corp. (the “Agents”) acted as placement agents for the Additional Notes in the United States and Canada, respectively. 

The Additional Notes were offered in the United States to or for the account or benefit of “U.S. persons” (as defined in the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), on a private placement basis to “qualified institutional buyers” and “accredited investors” pursuant to an exemption from the registration requirements of the U.S. Securities Act. The Additional Notes issued are subject to a customary four-month hold period under Canadian securities laws. 

No securities regulatory authority has either approved or disapproved of the contents of this news release. The Additional Notes have not been and will not be registered under the U.S. Securities Act or any state securities laws. Accordingly, the Additional 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.

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