CURALEAF ANNOUNCES CLOSING OF $500 MILLION PRIVATE PLACEMENT OF 11.5% SENIOR SECURED NOTES DUE 2029

Executive Summary

• Curaleaf closed a US$500 million private placement of 11.5% senior secured notes due 2029, issued at 100% of face value.
• The proceeds will fund global growth initiatives and cover transaction fees; the company also redeemed its prior US$475 million senior notes due Dec 15 2026.
• The financing provides an extended runway to 2029, enhancing capital flexibility for expansion across international cannabis markets.

Key Details

• Offering size: US$500 million aggregate principal amount of 11.5% senior secured notes due February 18 2029.
• Issue price: 100% of face value (par).
• Redemption: Completed redemption of previously outstanding US$475 million senior notes due December 15 2026.
• Use of proceeds: Incremental capital to support global growth initiatives; payment of transaction fees and related expenses.
• Security: Senior secured obligations, payable semi‑annually in equal installments until maturity, subject to earlier redemption or purchase.
• Leverage covenants: Trust indenture permits additional note issuances and up to US$100 million of senior bank financing under existing covenants.
• Placement agents: Lead placement agent – Seaport Global Securities, LLC; co‑placement agents – ATB Cormark Capital Markets (Canada) and a U.S. counterpart for qualified institutional buyers/accredited investors.
• Regulatory exemptions: Private placement in Canada under prospectus exemption; sold to U.S. persons under qualified institutional buyer/accredited investor exemptions with a four‑month hold period in Canada.

Notable Quotes

“The successful closing of this landmark private placement delivers a powerful endorsement of Curaleaf's strategy and long‑term vision… With an extended runway into 2029 and enhanced capital flexibility, we are well positioned to accelerate our global expansion…” – Boris Jordan, Chairman and CEO, Curaleaf.