Ascend Wellness Holdings Closes $50 Million Private Placement of Senior Secured Notes | Cannabis Law Report | Where to buy Skittles Moonrock online
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,  /PRNewswire/ â Ascend Wellness Holdings, Inc. (âAWHâ, âAscendâ or the âCompanyâ) (CSE: AAWH-U.CN) (OTCQX: AAWH), a multi-state, vertically integrated cannabis operator, is pleased to announce it has closed a private placement of $50 million of its 12.75% Senior Secured Notes due 2029 (the âNotesâ). The Notes form part of the same series of the $250 million aggregate principal amount of the Companyâs 12.75% senior secured notes due 2029, of which $235 million aggregate principal amount was issued on July 16, 2024 and $15 million aggregate principal amount was issued on January 13, 2025. The Notes were issued at a price of 97.5% of face value pursuant to and governed by a trust indenture entered into as of July 16, 2024, as amended and supplemented by a first supplemental indenture dated as of January 13, 2025. The Company intends to use the net proceeds of the Notes, together with cash on hand, to prepay the total principal amounts outstanding under its existing term loan, along with accrued interest and other transaction-related expenses.
âThis refinancing was always part of our long-term strategic plan, and weâre very pleased with the strong demand and support from our lenders,â said Sam Brill, Chief Executive Officer. âTheir continued confidence in our team and plan underscores the long-term value of our business and the discipline with which we manage our operations. With a strong balance sheet, we are well-positioned to take advantage of current market conditions and execute on our densification strategy, while continuing to deliver value to all stakeholders.â
Seaport Global Securities LLC (the âAgentâ) acted as lead financial advisor and sole placement agent for the Notes. Foley Hoag LLP and Stikeman Elliott LLP acted as legal advisors to Ascend, and Osler, Hoskin & Harcourt LLP acted as legal advisor to the Agent in connection with the transaction.
The Notes are senior secured obligations of the Company and bear interest at a rate of 12.75% per annum, payable semi-annually in arrears until their maturity date, unless earlier redeemed or repurchased in accordance with their terms. The Notes will mature on July 16, 2029. At any time and from time to time, the Company may redeem all or a part of the Notes at certain specified redemption prices, including until July 15, 2026, at par. The Notes are irrevocably and unconditionally guaranteed, jointly and severally, on a senior secured basis, by certain of the Companyâs subsidiaries (the âGuaranteesâ). The Notes and the Guarantees are secured, on a first lien basis, by substantially all assets of the Company and certain of its subsidiaries, subject to certain carveouts.
The Notes were sold in the United States to or for the account or benefit of âU.S. personsâ (as defined in the United States Securities Act of 1933, as amended (the âU.S. Securities Actâ)), on a private placement basis to âqualified institutional buyersâ and âaccredited investorsâ pursuant to an exemption from the registration requirements of the U.S. Securities Act. The Notes were also offered on a private placement basis in certain provinces and territories of Canada pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws, and in such jurisdictions outside of Canada and the United States as was agreed upon by the Agent and the Company, in each case in accordance with applicable laws. The Notes are subject to a customary four-month hold period under Canadian 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.
About Ascend Wellness Holdings, Inc.
AWH is a vertically integrated operator with assets in Illinois, Maryland, Massachusetts, Michigan, New Jersey, Ohio and Pennsylvania. AWH owns and operates state-of-the-art cultivation facilities, growing award-winning strains and producing a curated selection of products for retail and wholesale customers. AWH produces and distributes its in-house Common Goods, Simply Herb, Ozone, Ozone Reserve, Effinâ, and Royale branded products. For more information about Ascend, visit www.awholdings.com.
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