The Cannabist Company Announces Closing of Transaction for the Sale of Virginia Assets to an Affiliate of Millstreet

Executive Summary

• The Cannabist Company completed the sale of its Virginia cannabis subsidiary to an entity affiliated with Millstreet Credit Fund LP for a total consideration of $130 million.
• The transaction includes $117.5 million paid in cash at closing and a $12.5 million escrow amount subject to post‑closing adjustments.
• Concurrently, the Company issued a qualified partial redemption notice for its 9.25% Senior Secured Notes (due 2028) and 9.00% Senior Secured Convertible Notes (due 2028), planning to redeem approximately $90.96 million of principal on February 13, 2026.

Key Details

• Transaction Overview
• Buyer: Entity affiliated with Millstreet Credit Fund LP.
• Assets sold: Virginia operations – 5 active retail locations, 1 retail location in development, and ~82,000 sq ft of cultivation/production capacity in the Richmond region.

• Total consideration: $130 million.

  • Cash at closing: $117.5 million.
  • Offset escrow amount: $12.5 million (up to $1 million released after post‑closing purchase price adjustment; remainder released after nine‑month anniversary, subject to indemnification obligations).

• Purchase Price Adjustments

• Post‑closing adjustments will be based on cash, debt, net working capital, unpaid transaction expenses, and certain transaction payments as of closing.

• Debt Redemption

• Qualified partial redemption notice issued on January 29, 2026 for:
  • 9.25% Senior Secured Notes due 2028 – $84,488,000 principal to be redeemed.
  • 9.00% Senior Secured Convertible Notes due 2028 – $6,469,000 principal to be redeemed.
• Redemption price: 100 % of principal plus accrued but unpaid interest up to (but excluding) the redemption date.

• Expected redemption date: February 13, 2026.

• Advisors & Counsel

• Financial advisor: Moelis & Company LLC.
• Canadian counsel: Stikeman Elliott LLP.
• U.S. counsel: Weil, Gotshal & Manges LLP; Foley Hoag LLP.

Notable Quotes

(No executive quotes were provided in the release.)