Incremental US$15.7 Million in Senior Secured Convertible Notes and Additional US$4.0 Million in Senior Secured Term Debt Will Exceed US$50.0 Million Target When Combined with First $34.4 Million Tranche
Additional Capital Enhances Company’s Cash Position and Bolsters Financial Flexibility in Advance of Expected Transition to Positive Adjusted EBITDA in 2H 2020
NEW YORK–(BUSINESS WIRE)–Columbia Care Inc. (NEO: CCHW) (CSE: CCHW) (OTCQX: CCHWF) (FSE: 3LP) (“Columbia Care” or the “Company”) today announced the expected completion of the second tranche of its previously announced US$50.0 million financing with the offering of an aggregate principal amount of US$15.7 million in 5.00% senior secured convertible notes due 2023 (the “Convertible Notes”). US$12.8 million of escrowed funds are expected to close on or by June 22, 2020 with the remaining binding commitments closing in early July. The Convertible Notes can be exchanged into common shares of the Company at a previously negotiated price of C$3.79, representing a 20% premium to the closing volume weighted average price as of June 1, 2020. The Company also announced binding commitments of an additional US$4.0 million in term debt, supplementing its initial US$34.4 million tranche which closed on May 14, 2020.
Upon the closing of the additional $19.7 million, the aggregate financed amount of US$54.1 million will exceed Columbia Care’s previously announced target of US$50 million. This amount excludes proceeds from the Company’s anticipated second and third sale leaseback transactions, expected to close in the third quarter. Also excluded is the Company’s previously announced sale of a 10% minority interest in its non-US business to Avalon Pharmaceuticals for US$11 million which closed earlier this year and is funding in tranches through the end of the third quarter.
“Columbia Care continues to demonstrate its ability to access the institutional capital markets at attractive terms despite incredibly challenging macroeconomic conditions, validating the confidence that institutional investors have in our company and team,” said Nicholas Vita, CEO of Columbia Care. “Since the start of 2020, including these financings, Columbia Care has raised over US$65 million of new capital, minimizing dilution, enhancing our liquidity position, de-risking our outlook and enabling us to execute on our growth strategy. We will continue to allocate resources to our highest performing markets where opportunities exist to drive incremental profitability and improve our position as the leading nationwide operator. Columbia Care is committed to being a disciplined steward of capital and remains focused on creating shareholder value as we transition to adjusted EBITDA positive in 2020.”
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Columbia Care Inc.
Columbia Care is one of the largest and most experienced cultivators, manufacturers and providers of medical and adult use cannabis products and related services with licenses in 18 US jurisdictions1 and the EU. Columbia Care has completed more than 1.8 million sales transactions since inception and working in collaboration with renowned and innovative teaching hospitals and medical centers globally, continues to be a patient-centered health and wellness company setting the standard for compassion, professionalism, quality, care and innovation in the rapidly expanding cannabis industry. For more information on Columbia Care, please visit www.col-care.com.
Caution Concerning Forward-Looking Statements
This press release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Statements concerning Columbia Care’s objectives, goals, strategies, priorities, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of Columbia Care are forward-looking statements. The words “expect”, “anticipate”, “may”, “continue”, and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Certain material factors and assumptions were applied in providing these forward-looking statements. Forward-looking information involves numerous assumptions, including assumptions on expectations for the potential benefits of any transactions including the second and third sale leaseback transactions; statements relating to the business and future activities of, and developments related to, the Company after the date of this press release; expectations that planned transactions will be completed as previously announced; expectations of market size and growth in the U.S. and the states in which the Company operates; expectations for other economic, business, regulatory and/or competitive factors related to the Company or the cannabis industry generally; and other events or conditions that may occur in the future. Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments. These statements speak only as at the date they are made and are based on information currently available and on the then current expectations. Holders of securities of the Company are cautioned that forward-looking statements are not based on historical facts but instead are based on reasonable assumptions and estimates of management of the Company at the time they were provided or made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, including, but not limited to, risks and uncertainties related to: the available funds of the Company and the anticipated use of such funds; the availability of financing opportunities; legal and regulatory risks inherent in the cannabis industry; risks associated with economic conditions, dependence on management and currency risk; risks relating to U.S. regulatory landscape and enforcement related to cannabis, including political risks; risks relating to anti-money laundering laws and regulation; other governmental and environmental regulation; public opinion and perception of the cannabis industry; risks related to contracts with third-party service providers; risks related to the enforceability of contracts; reliance on the expertise and judgment of senior management of the Company, and ability to retain such senior management; risks related to proprietary intellectual property and potential infringement by third parties; risks relating to the management of growth; increasing competition in the industry; risks inherent in an agricultural business; risks relating to energy costs; risks associated to cannabis products manufactured for human consumption including potential product recalls; reliance on key inputs, suppliers and skilled labor; cybersecurity risks; ability and constraints on marketing products; fraudulent activity by employees, contractors and consultants; tax and insurance related risks; risks related to the economy generally; risk of litigation; conflicts of interest; risks relating to certain remedies being limited and the difficulty of enforcement of judgments and effect service outside of Canada; risks related to future acquisitions or dispositions; sales by existing shareholders; limited research and data relating to cannabis; as well as those risk factors discussed under “Risk Factors” in Columbia Care’s Annual Information Form dated March 31, 2020 and filed with the applicable Canadian securities regulatory authorities on SEDAR at www.sedar.com, in the Company’s Annual Information Form, and as described from time to time in documents filed by the Company with Canadian securities regulatory authorities.
The purpose of forward-looking statements is to provide the reader with a description of management’s expectations, and such forward-looking statements may not be appropriate for any other purpose. In particular, but without limiting the foregoing, disclosure in this press release as well as statements regarding the Company’s objectives, plans and goals, including future operating results and economic performance may make reference to or involve forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. A number of factors could cause actual events, performance or results to differ materially from what is projected in the forward-looking statements. No undue reliance should be placed on forward-looking statements contained in this press release. Such forward-looking statements are made as of the date of this press release. Columbia Care undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The Company’s forward-looking statements are expressly qualified in their entirety by this cautionary statement.
This news release contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about Columbia Care’s prospective results of operations, including a transition to positive EBITDA in 2H, 2020, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraph. FOFI contained in this document was approved by management as of the date of this document and was provided for the purpose of providing further information about Columbia Care’s future business operations. Columbia Care disclaims any intention or obligation to update or revise any FOFI contained in this document, whether because of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this document should not be used for purposes other than for which it is disclosed herein.
1Includes Colorado, subject to successful completion of the acquisition of The Green Solution and W. Virginia industrial hemp cultivation license.
Gary F. Santo, Jr.