[PRESS RELEASE] – CHELMSFORD, Mass., May 30, 2025 – The Cannabist Co. Holdings Inc., one of the most experienced cultivators, manufacturers and retailers of cannabis products in the U.S., announced that it has completed its previously announced court-approved plan of arrangement under Section 192 of the Canada Business Corporations Act (the “arrangement”) involving, inter alios, the company and The Cannabist Co. Holdings (Canada) Inc. (“Cannabist Canada,” and together with The Cannabist Co., the “companies”), implementing those transactions described in the companies’ management information circular dated March 28, 2025 (the “circular”).
The arrangement resulted in, among other things: (a) the exchange of all outstanding 6% senior secured convertible notes of the companies due June 29, 2025, and all 9.5% senior secured first-lien notes of the companies due Feb. 3, 2026, for an equivalent principal amount of new senior notes due Dec. 31, 2028, (the “new senior notes”) co-issued by the companies, and the issuance of an aggregate of 118,209,105 common shares of The Cannabist Co. (the “new CBST common shares”) to the holders of such notes on a pro rata basis; (b) the exchange of all outstanding 9% senior secured convertible notes of the companies due March 19, 2027 (the “2027 Notes”, and together with the 2025 notes and the 2026 notes, the “senior notes”) for either (i) an equivalent principal amount of new senior notes, as well as a pro rata amount of the new CBST common shares or (ii) an equivalent principal amount of new senior convertible notes due Dec. 31, 2028, co-issued by the companies; and (c) the issuance of an aggregate of 118,246,947 common share purchase warrants of the company (the “anti-dilutive warrants”) to company shareholders of record as of May 27, 2025, on a pro rata basis.
Further details of the arrangement are described in the circular, which is available under the company’s profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
No securities regulatory authority has either approved or disapproved of the contents of this news release. 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 securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been registered under the U.S. Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
Moelis & Co. LLC served as the company’s exclusive financial adviser. Stikeman Elliott LLP and Dorsey & Whitney LLP acted as the company’s Canadian and U.S. legal counsel, respectively. Goodmans LLP and Feuerstein Kulick LLP acted as the supporting holders of the senior notes’ (the “supporting noteholders”) Canadian and U.S. legal counsel, respectively, with Ducera Partners LLC serving as the financial adviser to the supporting noteholders’ legal counsel.
The arrangement resulted, in part, in the exchange of outstanding senior secured convertible notes and senior secured first-lien notes. Read More
