The Cannabist Company Announces Agreement for the Sale of Virginia Assets to an Affiliate of Millstreet following Go-Shop

Executive Summary

• The Cannabist Company entered into an Equity Purchase Agreement to sell its Virginia subsidiary, Green Leaf Medical of Virginia, LLC, for a total consideration of $130 million.
• The transaction includes $117.5 million cash at closing and a $12.5 million escrow amount, with $23.7 million deposited immediately after signing.
• The company will use a portion of the net proceeds to redeem its senior secured notes.

Key Details

• Transaction Parties: Seller – Green Leaf Medical of Virginia, LLC (subsidiary of The Cannabist Company) and its member Green Leaf Medical, LLC; Buyer – Parma Holdco LLC, with Millstreet Credit Fund LP as limited purpose affiliate.
• Consideration: $130 million total; $117.5 million payable in cash at closing; $12.5 million placed in escrow (up to $1 million released after post‑closing purchase price adjustment, remainder held for up to nine months).
• Escrow Deposit: Buyer will deposit $23.7 million within two business days of signing; release conditions: (i) to the Company at closing or upon termination due to material breach, or (ii) to Buyer otherwise.
• Closing Timeline: Expected early 2026 or sooner, subject to regulatory approvals and satisfaction/waiver of customary closing conditions.
• Use of Proceeds: Portion earmarked for redemption of the company’s 9.25% Senior Secured Notes due Dec 31 2028 and 9.0% Senior Secured Convertible Notes due Dec 31 2028.
• Termination of Curaleaf Agreement: On Dec 18 2025, The Cannabist Company terminated its prior Equity Purchase Agreement with Curaleaf, paying a $3.3 million break‑up fee.
• Asset Description: 5 active retail locations in Virginia, 1 additional location under development, and ~82,000 sq ft of cultivation/production capacity in the Richmond region.
• Advisors: Moelis & Company (financial advisor); Stikeman Elliott LLP (Canadian counsel); Weil, Gotshal & Manges LLP and Foley Hoag LLP (U.S. counsel).

Notable Quotes

(No direct quotes were provided in the release.)