CHELMSFORD, Mass. — The Cannabist Company Holdings Inc., once a top American multistate cannabis operator known as Columbia Care, signed definitive agreements to sell all equity interests and assets used in the business of cultivating, producing, manufacturing, distributing, and selling cannabis in Ohio, Virginia, and Delaware. The company is finalizing additional divestiture agreements in Colorado, Illinois, New Jersey, West Virginia, Massachusetts, and Maryland.
The company has ceased operations in New York and is winding down Pennsylvania operations.
At the same time, the company and its Canadian counterpart, The Cannabist Company Holdings (Canada) Inc., announced they have commenced voluntary proceedings under the Companies’ Creditors Arrangement Act (CCAA) in the Ontario Superior Court of Justice (Commercial List) and intend to commence proceedings under Chapter 15 of the Bankruptcy Code in the United States Bankruptcy Court.
Strategic transaction highlights
Virginia transaction
Nevada-based Parma Holdco LLC acquired all issued and outstanding equity interests of Green Leaf Medical of Virginia LLC, a wholly owned indirect subsidiary of The Cannabis Company (TCC), for a total consideration of $130 million. The Virginia transaction closed on February 5, and TCC redeemed $84,488,000 aggregate principal amount of the 9.25 percent senior secured notes due December 31, 2028, as well as and $6,469,000 aggregate principal amount of the 9-percent senior secured convertible notes due on the same date.
Ohio transaction
On March 23, TCC, Columbia Care LLC, Columbia Care OH LLC, Corsa Verde LLC, Cannascend Alternative LLC, Cannascend Alternative Logan LLC, Green Leaf Medical of Ohio II LLC, CC OH Realty LLC, and Green Leaf Medical of Ohio III LLC, entered into an equity purchase agreement with Delaware-based Holistic Industries Inc., pursuant to which Holistic has agreed to acquire all of the issued and outstanding equity interests and assets in Ohio for a total consideration of $47 million, consisting of $34.5 million in cash payable at the closing of the transaction, as well as a $12.5 million promissory note issued by Holistic. The Ohio Transaction is expected to close in the third quarter of 2026.
Delaware transaction
Also on March 23 TCC and its subsidiary Columbia Care Delaware LLC, entered into an asset purchase agreement with Parma, pursuant to which Parma has agreed to acquire substantially all of the assets in the state of Delaware for a total consideration of $16.5 million in cash. The Delaware Transaction is expected to close in the second quarter of 2026.
The Company has entered into a support agreement with senior secured noteholders wherein the noteholders will support the strategic transactions and the remaining markets transaction, the CCAA proceedings, and the Chapter 15 proceedings. The supporting noteholders collectively hold more than 60 percent of the aggregate principal amount of notes outstanding.
The commencement of the CCAA proceedings and entry into the strategic transactions represent the continuation of a strategic review process initiated by a special committee of TCC’s board of directors. With support from external financial and legal advisors, the special committee thoroughly evaluated a range of options including potential asset sales, mergers, or other strategic and financial transactions in light of persistent operational and financial challenges facing both TCC and the broader industry. Despite TCC’s significant efforts to improve its performance, it became clear during the strategic review that the strategic transactions and the CCAA Proceedings necessary to implement such transactions are the best option available for The Cannabist Company and its stakeholders.
CCAA Proceedings
The Cannabist Company has obtained an Initial Order from the Court under the CCAA, which provides, among other things, (i) a stay of proceedings in favor of the company and certain subsidiaries for an initial period of ten days, with potential extensions as determined appropriate by the court; and (ii) the appointment of FTI Consulting Canada Inc. as the monitor to oversee the CCAA proceedings. The company’s management will continue to direct day-to-day operations, with ongoing oversight by the board and special committee, under the monitor’s supervision throughout the proceedings.
It is anticipated that trading of The Cannabist Company’s shares on Cboe Canada Inc. will be halted, and the company will be subject to a delisting review in accordance with market regulations.
Previous developments
A joint venture between MINT Cannabis and Shango acquired The Cannabist Company’s Florida operations in September 2024.
Verano Holdings Corp. acquired three The Cannabist Company subsidiaries in August 2024: 203 Organix L.L.C. and Salubrious Wellness Center Inc. in Arizona and Columbia Care Eastern Virginia LLC in Virginia.
Curaleaf withdrew from a binding commitment to acquire the rest of The Cannabist Company’s Virginia assets in December 2025.
