Trulieve Announces $ 350 Million Private Placement of 8% Senior Secured Notes
Leverage the industry’s leading track record to forecast the repayment of certain health and recreation-related debts from harvest to end of acquisition
TALLAHASSEE, Fla., Sep. 30, 2021 / CNW / – Trulieve Cannabis Corp. (“Trulieve” or the “Company”) (CSE: TRUL) (OTCQX: TCNNF) announced today that it has received commitments for a private placement of 8% Senior Covered Bonds due 2026 (the “Bonds” ) for aggregate gross proceeds of US $ 350.0 million (the “Offer”). The Notes, which will be issued at 100% of their face value, will be senior secured obligations of the Company and will rank pari passu the Company’s senior secured notes outstanding maturing in 2024. The notes will bear interest at a rate of 8% per annum, payable semi-annually in equal installments until the maturity date, unless they are redeemed or redeemed earlier. The Notes will mature on October 6, 2026 and may be redeemed in whole or in part at any time from time to time from the date that is two years after the date of issue at the applicable redemption price set out in the Notes. Additional trust deed to be entered into upon closing of the offering.
The placement is being made on a “best efforts” basis in accordance with the terms of an agency agreement, between the Company and Canaccord Genuity Corp., as sole agent and sole bookrunner, and is expected to close on 6 October 2021, subject to customary closing conditions, including approval by the Canadian Securities Exchange (the “CSE”). The Company has made the deposits required to list the Notes to be issued in connection with the Offering on CSE after the expiration of the Canadian legal hold period of four months.
We are pleased to announce this debt financing, which we believe is the largest to date of any public cannabis operator in the United States. Our strong balance sheet and profitability have enabled us to secure a cost of senior debt which we believe is the lowest for a public cannabis company to date.
Kim Rivers, CEO of Trulieve
This financing will provide capital to repay a portion of Harvest’s debt when we complete our acquisition and allow us to use our combined liquidity to aggressively pursue strategic growth initiatives in key markets after closing.
The Company intends to use the net proceeds of the Offering to redeem certain unpaid debts of Harvest Health & Recreation Inc. (“Harvest”) upon the completion of the acquisition of Harvest by the Company, as well as expenses. in fixed assets and for other general corporate purposes.
The offering and sale of the Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the laws of any other jurisdiction, and the Notes are not offered only (1) to persons who are reasonably believed to be Qualified Institutional Purchasers (as defined in Rule 144A) or to Qualified Investors (as defined in Rule 501 of Regulation D) under exemptions from the requirements of ” Securities Act registration in accordance with Rule 506 (b) of Regulation D and / or in accordance with Section 4 (a) (2) of the Securities Act and similar exemptions under United States securities laws applicable and (2) outside the United States to certain non-US persons under Regulation S under the Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of the Securities in any state or jurisdiction in which such an offer, solicitation or sale would be illegal. . The Notes will be offered for sale by private placement in Canada in accordance with applicable exemptions from the prospectus requirements of Canadian securities laws.
Trulieve is primarily a vertically integrated “seed-for-sale” company in the United States and is the first and largest fully licensed medical cannabis company in the State of Florida. Trulieve grows and produces in-house and distributes these products to Trulieve branded stores (dispensaries) throughout the state of Florida, as well as directly to patients via home delivery. Trulieve also holds operating licenses in California, Massachusetts, Pennsylvania, Connecticut and West Virginia and has received notice of intent to license in Georgia. Trulieve is listed on the Canadian Stock Exchange under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF.
To learn more about Trulieve, visit www.Trulieve.com.
Original press release
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