The Cannabist Company Announces Agreement for the Sale of Virginia Assets to Curaleaf
Executive Summary
- The Cannabist Company entered into an Equity Purchase Agreement to sell all ownership interests of its Virginia subsidiary (gLeaf Virginia) to a Curaleaf Holdings subsidiary for $110 million (subject to adjustment).
- Consideration consists of $80 million cash at closing, $20 million deferred cash payable after the first adult‑use sales, and a $10 million promissory note bearing 6% interest.
- The transaction is expected to close early in 2026; proceeds will be used partially to redeem the Company’s senior secured notes.
Key Details
- Transaction Parties:
- Seller: Green Leaf Medical of Virginia, LLC (gLeaf Virginia) and its parent Green Leaf Medical, LLC (Member).
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Buyer: Curaleaf, Inc., a subsidiary of Curaleaf Holdings Inc.
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Consideration Structure:
- $80 million cash payable at closing.
- $20 million deferred cash (“Delayed Payment”) payable within 30 days after the earlier of (i) first adult‑use sale at each of the five operating Virginia retail locations and the one under development, or (ii) twelve months from the first adult‑use sale at any location.
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$10 million promissory note issued to the Member (or affiliate), bearing 6% annual interest, maturing one year after closing.
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Adjustments & Conditions:
- Promissory Note amount may be reduced for cash, working capital, indebtedness, transaction expenses, and indemnification claims of gLeaf Virginia.
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Unpaid indemnification obligations may be set‑off against the Deferred Payment.
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Go‑Shop Period: 15 business days beginning on the EPA date, ending at 11:59 p.m. ET on December 22, 2025 (extendable with Buyer’s consent).
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Break‑Fee: $3.3 million payable if the Company enters an alternative proposal or fails to obtain Noteholder Consent.
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Closing Conditions:
- Satisfaction/waiver of regulatory approvals.
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Consent from holders of a majority of the aggregate principal amount of the 9.25% Senior Secured Notes (due Dec 31, 2028) and the 9.0% Senior Secured Convertible Notes (due Dec 31, 2028).
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Use of Proceeds: Portion of net proceeds will be used to redeem the Company’s senior secured notes.
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Advisors:
- Financial Advisor – Moelis & Company LLC.
- Canadian Counsel – Stikeman Elliott LLP.
- U.S. Counsel – Weil, Gotshal & Manges LLP; Foley Hoag LLP.
Notable Quotes
(No direct quotes were provided in the release.)