Table Of Content
PGP Capital Advisors, LLC acted as financial advisor and Burns & Levinson LLP acted as United States legal counsel to Urbn Leaf. Cassels Brock & Blackwell LLP acted as Canadian legal counsel and Duane Morris LLP acted as United States legal counsel to Harborside. Pursuant to the terms of the Definitive Agreement with respect to the Loudpack Transaction (the "Loudpack Agreement"), Harborside will acquire all of the equity interest of Loudpack through the issuance of approximately 91,427,786 SVS, subject to adjustment, 2,000,000 warrants and the assumption and restructuring of debts.
Harborside announces acquisitions, new CEO
This press release may contain references to “EBITDA”, and “Adjusted EBITDA” which are non-IFRS financial measures. A presentation highlighting details of the business combination can be found on the Harborside website. Walk in and browse around, visit with a Harborside Cannabis Consultant, or if you know exactly what you are looking for, you can order online for pick up or delivery. Walk in and browse around, visit with a Harborside Cannabis Consultant, or if you know exactly what you are looking for, save some time and order online for pick up or delivery.
Harborside, Los Angeles, CA Real Estate and Homes for Sale
The aggregate consideration for the Transactions will be met through the issuance of 151,427,786 subordinate voting shares of Harborside (“SVS”) and the assumption and restructuring of debts and other obligations as well as the issuance of 2,000,000 warrants at a strike price of US$2.50 per SVS (the “Warrants”). Harborside, Urbn Leaf and Loudpack noted that the structure of the transaction and overall consideration contemplates both a return to normalized enterprise valuations for California-focused cannabis companies and the potential for StateHouse to become a leading participant in that market. Based upon the relative enterprise value of each party, following closing of the Transactions, existing Harborside, Loudpack and Urbn Leaf shareholders will own approximately 35%, 39% and 26% of StateHouse, respectively, on a fully diluted basis and assuming conversion of all multiple voting shares of Harborside (“MVS”) to SVS. There are no comparable IFRS financial measures presented in Harborside's financial statements.
Terms and settings
Founded in 2016 by entrepreneur Will Senn, Urbn Leaf is an omni-channel retailer of the highest quality cannabis products available in California. The company first opened its Feel Good Boutique to the public with one store in San Diego in 2018 and has since grown to include seven retail locations and delivery options. These non-IFRS financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the IFRS financial measures presented in the Company's financial statements. For more information, please see "Use of Non-IFRS Measures" and "Non-IFRS Measures" in the Company's management's discussion and analysis for the period ended September 30, 2021, which is available under the Company's profile on
Browse News Releases
The Urbn Leaf Agreement provides for, among other things, customary representations and warranties and covenants, including mutual non-solicitation provisions and a US$2.5 million termination fee payable by either the Company or Urbn Leaf in certain circumstances. The implementation of the Urbn Leaf Transaction will be subject to the approval of a majority of votes cast by Harborside shareholders and the approval of the shareholders of Urbn Leaf, and the receipt of certain regulatory approvals, including customary closing conditions for a transaction of this nature. The transaction was structured based upon the relative enterprise values of Harborside, Urbn Leaf and Loudpack.
The combination of high-quality assets, increased scale and experienced leadership will drive tremendous value for shareholders. California is one of the world’s largest legal cannabis markets, with sales expected to reach US$7.4 billion by 2025³. "We're excited to be able to fund such a significant rollup in the California market," said Travis Goad, Managing Partner of Pelorus Equity Group. Founded in 2016 by entrepreneur Will Senn, Urbn Leaf is an omni-channel retailer of the highest quality cannabis products available in California. The company first opened its Feel Good Boutique to the public with one store in San Diego in 2018 and has since grown to include seven retail locations and delivery options. The company employs 400 employees, including passionate budtenders who educate guests on the product line featuring bestsellers like Raw Garden, Kurvana, Kiva, Jeeter and Cannabiotix as well as Urbn Leaf’s own branded products.
Anticipated Benefits to Shareholders
As aforementioned, both the Loudpack Transaction and Urbn Leaf Transaction require approval of the CSE and by Harborside shareholders at a special meeting of shareholders (the “Meeting”) to be held in the first quarter of 2022. Following closing of the Transactions, existing Harborside, Loudpack and Urbn Leaf shareholders will own approximately 35%, 39% and 26% of StateHouse, respectively on a fully diluted basis and assuming conversion of all MVS to SVS. Harborside was also the first cannabis retailer in the nation to support education for seniors, veterans and families with severely ill children (including the treatment of children with Dravet Syndrome). Shop our curated selection of award-winning flower, concentrates, edibles and other cannabis products. The Reclassification was overwhelmingly approved by shareholders of the Company at the annual and special meeting of the Company held on June 23, 2022.
Cannabis Industry on Track to Deliver 800,000 American Jobs by 2028
The options are exercisable at a price of C$0.37 per SVS for a period of five years from the date of grant, with one quarter of the total number of options granted vesting on each of the first, second, third and fourth anniversary of the date of grant. The enforcement of federal laws in the United States is a significant risk to the business of the Company and any proceedings brought against the Company thereunder may adversely affect the Company's operations and financial performance. This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of U.S.
Cannabis Markets Show Improved Growth Again
Co-founded in 2006 by cannabis rights activist and The Last Prisoner Project founder Steve DeAngelo (perhaps you've seen him on Discovery Channel's Weed Wars?) and peace and justice activist David Wedding Dress, Harborside is one of the oldest medical cannabis license-holders in the U.S. and operates a cultivation facility in Salinas as well as two dispensaries in Oregon. Open as of early December 2019 and located along 10 freeway in the Palm Springs neighborhood of Salvia, the 4,800-square-foot shop is about two hours from Los Angeles and approximately 20 minutes before Indio, making it the ideal stocking-up spot for Angelenos bound for Coachella, Joshua Tree, and beyond. In addition to stocking cannabis products, the space houses Pure Healing Clinic, which offers holistic wellness services such as acupuncture, body work, Tui Na massage therapy, herbal medicine, and more. Please note that all Special Requests are subject to availability and additional charges may apply. • Total price of the reservation plus applicable taxes and resort levies will be charged at time of booking. • 100 percent of the first two nights plus applicable taxes and resort levies will be charged at time of booking.
As Chula Vista weighs closing Harborside Park for good, residents in nearby mobile homes are watching closely - KPBS
As Chula Vista weighs closing Harborside Park for good, residents in nearby mobile homes are watching closely.
Posted: Wed, 18 Oct 2023 07:00:00 GMT [source]
Pursuant to the Loudpack Lock-Up Agreement, Loudpack’s sole stockholder will agree not to sell, assign or otherwise transfer the Harborside SVS received, except to its members, who will be required to enter into equivalent lock-up agreements. In connection with the Transactions, the Company has signed a non-binding term sheet with Pelorus Equity Group for a total of US$77.3 million of debt financing (the "Roll Up Financing") which would be used primarily to retire certain existing loans and provide additional working capital to the Company, Urbn Leaf and Loudpack. The Roll Up Financing would contain a nominal interest rate of 10.25%, along with specified origination, closing and other transaction fees, and would be secured by certain real estate assets and cannabis licenses of the Company, Urbn Leaf and Loudpack. It would also be subject to debt service ratio requirements, interest reserves, certain cross-corporate guarantees and defaults, subordination agreements and intercreditor agreements, along with a general corporate guaranty from the Company. The Roll Up Financing is intended to be funded in two tranches, with the first occurring prior to closing on the acquisitions of Urbn Leaf and Loudpack, and the second tranche to be funded to the Company post-closing, at a time of the Company's choosing.
As aforementioned, both the Loudpack Transaction and Urbn Leaf Transaction require approval of the CSE and by Harborside shareholders at a special meeting of shareholders (the "Meeting") to be held in the first quarter of 2022. Harborside shareholders will also be asked to approve, among other things, the proposed change in the Company name at the Meeting. 8 Assumes current market pricing for branded products, maximum utilization of currently installed equipment and operating the facility 24 hours per day 6 days per week. This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States.
A full description of the Loudpack Transaction and Urbn Leaf Transaction will be set forth in the management information circular of Harborside, which will be mailed to Harborside shareholders in connection with the Meeting, and filed on the System for Electronic Document Analysis and Retrieval ("SEDAR") under Harborside's profile at 2 Certain financial information included in this press release is neither audited nor reviewed. Where possible, the information has been constructed by management from available audited or audit reviewed financial statements. Where no audited or audit reviewed information has been available, additional management accounting information has been utilized to construct financial information. Harborside and Loudpack prepare their financial statements in accordance with International Financial Reporting Standards.
The Company believes that these supplemental measures provide information which is useful to shareholders and investors in understanding our performance and may assist in the evaluation of the Company’s business relative to that of its peers. The Loudpack Agreement provides for, among other things, customary representations and warranties and covenants, including mutual non-solicitation provisions and a US$5.0 million termination fee payable by either the Company or Loudpack in certain circumstances. The Company also announced today that its subordinate voting shares ("SVS") will be reclassified as common shares ("Common Shares") effective July 25, 2022 (the "Reclassification"), and that its board of directors (the "Board") has elected not to proceed with a share consolidation at this time. The Board has also granted restricted share units ("RSUs") evidencing the right to receive up to an aggregate of 450,000 SVS, subject to the satisfaction of certain vesting conditions, and options to purchase up to an aggregate 4,200,000 SVS to certain members of its management team in order to further align the interests of the Company's management and shareholders.
The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. 8 Assumes current market pricing for branded products, maximum utilization of currently installed equipment and operating the facility 24 hours per day 6 days per week.
No comments:
Post a Comment