M&A - Cannabist Co Holdings Inc.

Form Type: 8-K

Filing Date: 2025-06-05

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925056769

Filing Summary: On June 4, 2025, The Cannabist Company Holdings Inc. appointed Tom Lynch and Peter Lee to its board of directors, as part of an arrangement under Section 192 of the Canada Business Corporations Act. This arrangement involved a plan of arrangement with The Cannabist Company Holdings (Canada) Inc., which required the Company to appoint director nominees recommended by the Supporting Senior Noteholders. Tom Lynch brings over 30 years of capital markets experience, including restructuring and M&A. Peter Lee has over 25 years in public markets and has previously served as President and COO of Leafly Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000110465925056402

Filing Summary: On June 4, 2025, Cannabist Company Holdings Inc. announced the completion of a court-approved plan of arrangement involving Cannabist and Cannabist Canada. The transaction involved the exchange of outstanding senior secured notes for new senior notes and the issuance of common shares and anti-dilutive warrants to stakeholders. Specifically, it included exchanging various senior secured convertible notes for new senior notes due December 31, 2028, issuance of 118,209,105 common shares, and 118,246,947 anti-dilutive warrants. It also outlined significant amendments to financial covenants with minimum liquidity requirements, consolidated net leverage ratios, and conditions related to asset sales and incurrence covenants.

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Merger

Type: Update

Accession Number: 000119312525125088

Filing Summary: On May 21, 2025, The Cannabist Company Holdings Inc. provided an update regarding a previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act. This Arrangement involves The Cannabist Company Holdings Inc., The Cannabist Company Holdings (Canada) Inc., and 16834434 Canada Inc. The Ontario Superior Court of Justice (Commercial List) has granted the final order approving the Arrangement. The targeted closing date for this Arrangement is around May 29, 2025, pending receipt of all necessary regulatory approvals. Additionally, the record date for shareholders entitled to receive new warrants under the Arrangement will be set two business days prior to the closing date. The document also contains cautionary statements regarding forward-looking statements and risks associated with the completion of the Arrangement. It emphasizes the uncertainty regarding the receipt of required approvals and the potential for different outcomes than those expected.

Form Type: 8-K

Filing Date: 2025-04-30

Corporate Action: Merger

Type: Update

Accession Number: 000119312525107110

Filing Summary: On April 29, 2025, Cannabist Co Holdings Inc. announced the issuance of a press release regarding an update on a plan of arrangement under Section 192 of the Canada Business Corporations Act involving Cannabist Co Holdings Inc., Cannabist Canada, and 16834434 Canada Inc. The arrangement outlines the restructuring of outstanding senior notes, which include the 2025 Notes and 2026 Notes, in exchange for new senior notes due December 31, 2028. Senior noteholders will also receive newly issued common shares. The approval for this arrangement was obtained from 75.4% of the votes cast by Senior Noteholders at a special meeting. However, the arrangement is still subject to certain closing conditions, including court approval, which is currently challenged by a holder of the 2025 Notes.