Curaleaf Announces Strategic Refinancing with Proposed US$500 Million Senior Secured Notes Offering

Executive Summary

• Curaleaf received commitments for a private placement of US$500 million aggregate principal amount of 11.5% senior secured notes due February 1, 2029.
• Proceeds will refinance the existing US$475 million senior secured notes (approximately US$457 million outstanding) and provide additional capital for global growth initiatives and transaction costs.
• The notes are being issued at 100% of face value, bear interest semi‑annually, and the offering is expected to close on or about February 18, 2026.

Key Details

• Offering Size: US$500 million aggregate principal amount.
• Note Terms: 11.5% senior secured notes, due 1 Feb 2029; interest payable semi‑annually; issued at par (100% of face value).
• Refinancing Target: Existing senior secured notes – US$475 million due 15 Dec 2026 (approximately US$457 million currently outstanding).
• Use of Proceeds:
• Refinance existing debt as above.
• Incremental capital to support global growth initiatives.
• Payment of transaction fees and related expenses.
• Closing Date: Expected on or about 18 Feb 2026, subject to customary closing conditions.
• Leverage Covenants & Additional Capacity: Indenture permits further note issuances subject to leverage covenants and up to US$100 million of senior bank financing.
• Placement Structure: Private placement in Canadian provinces/territories under prospectus exemptions; also available to qualified institutional buyers and accredited investors in the U.S. (subject to exemption) and other jurisdictions as agreed.
• Hold Period: Subject to a four‑month hold period under Canadian securities laws.
• Investor Demand: Described as “meaningfully oversubscribed,” representing the largest note offering in the U.S. cannabis industry to date, with ten first‑time cannabis lenders participating.

Notable Quotes

“This transaction strengthens our balance sheet, extends maturities to 2029, and provides ample flexibility to pursue high‑return global growth opportunities… With this strategic priority nearing completion, we are well positioned to execute on our long‑term growth strategies with strong institutional backing.” – Boris Jordan, Chairman and CEO, Curaleaf Holdings.