Curaleaf closes $500-million (U.S.) private placement

Executive Summary

• Curaleaf Holdings Inc. has closed a $500 million private placement of 11.5% senior secured notes due February 18, 2029.
• The company simultaneously redeemed its previously outstanding $475 million senior secured notes due December 15, 2026.
• Net proceeds will be used to support global growth initiatives and pay transaction fees and expenses.

Key Details

• Transaction Size: $500 million (U.S.) aggregate principal amount of senior secured notes.
• Interest Rate: 11.5% per annum.
• Maturity Date: February 18, 2029.
• Pricing: Issued at 100% of face value.
• Payment Terms: Payable semi-annually in equal instalments until maturity.
• Redemption: Redemption of $475 million (U.S.) senior secured notes due December 15, 2026.
• Use of Proceeds: Incremental capital for global growth initiatives and payment of transaction fees and expenses.
• Security/Covenants: Senior secured obligations governed by a trust indenture; permits additional note issuances subject to leverage covenants and up to $100 million (U.S.) of senior bank financing.
• Placement Agents: Seaport Global LLC (Lead Placement Agent) and ATB Cormark Capital Markets (Co-Placement Agent for Canada).

Notable Quotes

• "The successful closing of this landmark private placement delivers a powerful endorsement of Curaleaf's strategy and long-term vision... I am exceptionally proud of our team for delivering the largest bond offering completed in the cannabis sector -- broadening the universe of institutional investors and reinforcing Curaleaf's leadership position in the industry," said Boris Jordan, chairman and chief executive officer of Curaleaf.
• "With an extended runway into 2029 and enhanced capital flexibility, we are well positioned to accelerate our global expansion and capture key strategic opportunities across the international cannabis market."