$68 million in binding subscription commitments received to date
BOCA RATON, Fla., Nov. 15, 2022 (GLOBE NEWSWIRE) — Jushi Holdings Inc. (“Jushi” or the “Company”) (CSE: JUSH) (OTCQX: JUSH), a vertically integrated, multi-state cannabis operator, today announced the receipt of binding subscriptions to date aggregating approximately US$68 million for the issuance of 12% Second Lien Notes (“Notes”) and warrants to purchase the Company’s subordinate voting shares (the “Warrants”) pursuant to a private offer (the “Offer”). Pursuant to the terms of the Offering, the Company may issue additional Bonds on the same terms, subject to market conditions and investor interest. The notes will mature four years from the date of issue, will bear interest at the rate of 12.0% per annum, payable in cash quarterly, and will be guaranteed by certain of the Company’s direct and indirect national subsidiaries and guaranteed by second-rank liens on certain assets of the Company and certain of the direct and indirect national subsidiaries of the Company. As part of the Offering, purchasers of the Notes will also receive warrants with a term of four years at 50% coverage, the exercise price of which will be determined at closing.
The Company expects the Offering to close in late November or early December of this year. The Company intends to use the net proceeds of the Offering to repurchase its outstanding 10% Senior Secured Notes due January 2023 (the “2023 Notes”) and, to the extent any remaining proceeds , for general corporate purposes, including but not limited to working capital, capital expenditures and potential acquisitions. This press release will not constitute a notice of redemption of the 2023 Bonds.
Entities affiliated with Jim Cacioppo, Chairman and CEO, President and Founder of Jushi, subscribed for US$3.0 million of Notes, and Denis Arsenault, a major shareholder of the company, subscribed for US$13.4 million. banknote american dollars. None of the above underwriters participated in the pricing or the establishment of the terms of the Offer.
The Notes and related warrants and warrants will be offered and sold by way of private placement only to accredited U.S. investors and/or qualified institutional purchasers pursuant to the registration exemption provided by Rule 506 ( (b) Regulation D under the United States Securities Law and/or or Section 4(a)(2) of the United States Securities Law and similar registration exemptions under applicable securities laws state or “blue sky”; accordingly, the Securities will, upon issuance, as applicable, be “restricted securities” within the meaning of Rule 144(a)(3) of the US Securities Act and will be subject to a statutory hold period of four months and one day from the closing date in accordance with applicable Canadian securities laws. The acceptance of subscriptions by the Company and the closing of transactions are subject to certain conditions, including the approval of Roxbury, LP (“Roxbury”) as agent for the lenders under the first-party secured credit facility existing US$100 million ranking of the Company, and there can be no assurance that the proposed offering of Notes and Warrants will be completed or that the terms of the offering will not be changed.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, the Warrants or any other security and will not constitute an offer, a solicitation; or sale in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale is unlawful. This press release is issued pursuant to Rule 135c of the Securities Act. This press release contains information about pending transactions, and there can be no assurance that such transactions will be completed.
About Jushi Holdings Inc.
We are a vertically integrated cannabis company led by an industry-leading management team. In the United States, Jushi is focused on building a multi-state portfolio of branded cannabis assets through opportunistic acquisitions, distressed training and competitive applications. Jushi strives to maximize shareholder value while delivering high quality products at all levels of the cannabis ecosystem.
Forward-looking information and statements
This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws and statements that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933. , as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, contained in this press release, including statements regarding the intended offering of the Notes and statements regarding the intended use of proceeds of the offering of the Notes and Warrants subscription, including the conditional redemption of the 2023 Notes, are forward-looking statements. These forward-looking statements are based on Jushi’s current expectations and beliefs regarding future developments and their potential effects. Accordingly, actual results could differ materially from those expressed by such forward-looking statements and such statements should not be relied upon. Generally, such forward-looking information or statements can be identified by the use of forward-looking terms such as “plans”, “expects” or “does not expect”, “is expected”, “budget” , ” intended “. “, “estimates”, “plans”, “intends”, “anticipates” or “does not anticipate” or “believes”, or variations of these words and expressions or may contain statements that certain actions , events or results “may”, “could”, “could”, “could” or “will”, “will”, “will”, “will” or “will be achieved”. Forward-looking information and forward-looking statements contained herein may include, but are not limited to, information regarding expectations regarding Jushi, or Jushi’s ability to successfully achieve business objectives, and expectations for other aspects economic, commercial and/or competitive. The factors. Many factors could cause actual future events to differ materially from the forward-looking statements contained in this press release, including risks relating to market conditions and investor demand for the offering and satisfaction of closing conditions. and the successful closing of the offering and the net amount of proceeds, if any, that may be raised under the Offering, Jushi’s ability to successfully and/or timely achieve its business objectives, including including with regulators, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in financial markets; changes in applicable laws; compliance with extensive government regulations, the risk that additional information may arise prior to the completion of the restated condensed consolidated interim financial statements or other subsequent events that would require us to make additional adjustments, and other risks, uncertainties and other cautionary notices in the Company’s public filings with applicable securities regulatory authorities on the SEC’s website at www.sec.gov and on SEDAR at www.sedar.com . Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying any forward-looking information or statements prove incorrect, actual results may differ materially from those described herein as anticipated, planned, anticipated, believed, estimated or expected. .
Although the Company believes that the assumptions and factors used in the preparation of, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurances or warranties can be assured that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements contained or referred to herein. , except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice.
For more information, please contact:
Executive Vice President of Investor Relations