NEW YORK – Ascend Wellness Holdings, Inc., a multi-state, vertically integrated cannabis operator, closed a previously announced private placement of $235 million of 12.75% Senior Secured Notes due 2029.
The Notes were issued at a price of 94.75% of face value. The company used the net proceeds of the Notes, together with cash on hand, to prepay $215 million of principal amounts outstanding under its existing term loan. The partial refinancing of the Term Loan through the issuance of new senior secured notes is a strategic move expected to enhance the Company’s financial flexibility and strengthen its balance sheet. The remaining $60 million in principal amounts outstanding under the Term Loan will continue at the current interest rate of 9.5% and can be repaid at par after February 27, 2025 through August 27, 2025. Should the Company, in its sole discretion, choose to refinance up to that amount, conditional commitments have been secured as part of this transaction to do so.
The Notes are senior secured obligations of Ascend Wellness Holdings and bear interest at a rate of 12.75% per annum, payable semi-annually in arrears until their maturity date, unless earlier redeemed or repurchased in accordance with their terms. The Notes mature on July 16, 2029. At any time and from time to time, the Company may redeem all or a part of the Notes at certain specified redemption prices, including for the first two years at par. The Notes are irrevocably and unconditionally guaranteed, jointly and severally, on a senior secured basis, by certain of the Company’s subsidiaries. The Notes and the Guarantees are secured, on a first lien basis, by substantially all assets of the Company and certain of its subsidiaries, subject to certain carveouts. The Notes and the Guarantees were issued under and are governed by an indenture entered into as of closing of the Offering.
The Notes were offered on a private placement basis in certain provinces and territories of Canada pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws. The Notes were also sold in the United States to or for the account or benefit of “U.S. persons” (as defined in the United States Securities Act of 1933, as amended), on a private placement basis to “qualified institutional buyers” and “accredited investors” pursuant to an exemption from the registration requirements of the U.S. Securities Act, and in such jurisdictions outside of Canada and the United States as was agreed upon by the Agent and Ascend Wellness Holdings, in each case in accordance with applicable laws. The Notes are subject to a customary four-month hold period under Canadian securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful
Seaport Global Securities LLC acted as lead financial advisor and sole placement agent for the Notes.
About Ascend Wellness Holdings, Inc.
AWH is a vertically integrated operator with assets in Illinois, Maryland, Massachusetts, Michigan, Ohio, New Jersey, and Pennsylvania. AWH owns and operates state-of-the-art cultivation facilities, growing award-winning strains and producing a curated selection of products for retail and wholesale customers. AWH produces and distributes its in-house Common Goods, Simply Herb, Ozone, Ozone Reserve, Tunnel Vision, and Royale branded products.
