Trulieve Announces Closing of $350 Million Private Placement of 8% Senior Secured Notes

Trulieve Cannabis Corp. (“Trulieve” or the “Company”) (CSE: TRUL) (OTCQX: TCNNF) today announced that it has closed its previously announced private placement of 8% Senior Secured Notes due 2026 (the “Notes”) for aggregate gross proceeds of US$350.0 million (the “Offering”).

The Notes were issued at 100% of face value, are senior secured obligations of the Company and rank pari passu with the senior secured outstanding notes of the Company maturing in 2024. The Notes bear interest at a rate of 8% per annum, payable semi-annually in equal installments until the maturity date, unless earlier redeemed or repurchased. The Notes will mature on October 6, 2026, and may be redeemed in whole or in part, at any time from time to time, on or after October 6, 2023 at the applicable redemption price set forth in the supplemental indenture governing the Notes.

The Offering was conducted on a “best-efforts”, private placement basis pursuant to the terms of an agency agreement between the Company and Canaccord Genuity Corp., as sole agent and sole bookrunner. The Company has made the required filings to list the Notes on the Canadian Securities Exchange (the “CSE”) following the expiry of the four-month Canadian statutory hold period.

“Trulieve’s strength in the capital markets provides us access to capital for strategic growth plans. Closing on the $350 million debt issuance, which we believe to be the largest debt financing to date of any public multi-state operator, combined with our cash position and continued cash flow from operations, has us well-positioned for our future goals in terms of expansion in key markets,” stated Trulieve Chief Executive Officer, Kim Rivers. “At eight percent, this nondilutive financing carries exceptional terms and underscores Trulieve’s industry-leading profitability and solid financial profile.”

The Company intends to use the net proceeds of the Offering to redeem certain outstanding indebtedness of Harvest Health & Recreation Inc. (“Harvest”) following the completion of the Company’s acquisition of Harvest on October 1, 2021, and for capital expenditures and other general corporate purposes.

The offering and sale of the Notes have not been and will not be registered under the Securities ‎Act of 1933, as amended (the “Securities Act”), or the laws of any other jurisdiction. This news release ‎shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale ‎of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

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