his looks interesting. Ascend is investing in/buying Medmen’s NY operations.
I think I can get you into this. Any interest?
Order books may close without further notice.
US Prospectus attached.
Initial Public Offering
Issuer:
Ascend Wellness Holdings Inc.
Offering:
12,500,000 shares of Class A common stock (100% primary) (14,375,000 if the over-allotment option is exercised in full).
Ticker
CSE/OTCQX: AAWH
Price Range:
US$8.00 – US$10.00
Use of Proceeds:
The Issuer intends to use (i) approximately $31 million of the offering proceeds for its pending investment in MedMen NY, Inc., (ii) approximately $7 million to consummate its proposed acquisitions of (a) Hemma, LLC and (b) BCCO, LLC, (iii) approximately $20 million for capital expenditures, and (iv) the remainder for future M&A transactions, general administration, tax liabilities, working capital and general corporate purposes, including additional financing provided to MedMen NY, Inc. in advance of completion of its investment.
Description of Share Capital
The Issuer will have two classes of authorized common stock, Class A common stock and Class B common stock. Each share of Class A common stock will be entitled to one vote per share. Each share of Class B common stock will be entitled to 1000 votes per share. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law or the Issuer’s certificate of incorporation. Each share of Class B common stock will be convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in the Issuer’s certificate of incorporation. Once converted into a share of Class A common stock, a converted share of Class B common stock will not be reissued. Following the conversion of all outstanding shares of Class B common stock, no further shares of Class B common stock will be issued.
On closing, there are expected to be approximately 65,000 shares of Class B common stock issued and outstanding, which will be owned by AGP Partners LLC, a Delaware limited liability company controlled by the founders of the Issuer, Abner Kurtin and Frank Perullo.
Underwriters:
Canaccord Genuity (Sole Bookrunner)
Beacon Securities Limited
Eight Capital
AltaCorp Capital Inc.
Cormark Securities Inc.
Company Description:
AWH is a vertically integrated multi-state operator focused on adult-use or near-term adult-use cannabis states in limited license markets. Our core business is the cultivation, manufacturing and distribution of cannabis consumer packaged goods, which we sell through our company-owned retail stores and to third-party licensed cannabis retail stores. We were founded in 2018 and initially pursued cultivation and dispensary licensing opportunities in Massachusetts. In December 2018, we entered the Illinois market with the acquisition of an existing cultivation facility through the acquisition of Revolution Cannabis-Barry LLC. We also acquired HealthCentral, LLC (“HCI”) and its related entities, which owned two operational medical dispensaries in Illinois. We have since expanded our operational footprint, primarily through acquisitions and now have direct or indirect operations or financial interests in five U.S. geographic markets: Illinois, Massachusetts, Michigan, New Jersey, and Ohio.
Anticipated Timetable:
Roadshow Dates:
Monday, 4/19: Virtual 1x1s
Tuesday, 4/20: Virtual 1x1s
Wednesday, 4/21: Virtual 1x1s
Pricing Date:
April 22, 2021 (after market close)
Closing Date:
April 29, 2021
For a prospectus, please contact Canaccord Genuity LLC Equity Capital Markets.
99 High Street
Boston, MA 02110
617-788-1554
USecm@cgf.com
Ascend Wellness Holdings, LLC has filed a registration statement on Form S-1 with the United States Securities and Exchange Commission, under the U.S. Securities Act of 1933, as amended, with respect to these securities. The registration statement is subject to completion and has not yet become effective. No offer to buy the securities can be accepted and no part of the purchase price can be received until the registration statement has become effective, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to notice of its acceptance given after the effective date. An amended and restated preliminary base PREP prospectus containing important information relating to the securities described in this document, has been filed with the securities regulatory authorities in all provinces of Canada (other than Québec). A copy of the amended and restated preliminary base PREP prospectus, and any amendment, is required to be delivered with this document. The Canadian amended and restated preliminary base PREP prospectus is still subject to completion. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the Canadian final base PREP prospectus has been issued. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the U.S. and Canadian preliminary prospectuses. All references to “$” or “dollars” in this document are to U.S. dollars, unless indicated otherwise.
This document does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the registration statement (including the U.S. preliminary prospectus and the U.S. final prospectus, when available), the Canadian amended and restated preliminary base PREP prospectus, the Canadian final base PREP prospectus, as applicable, and any amendment to any of the foregoing, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
Copies of the registration statement, the amended and restated preliminary base PREP prospectus, and other documents listed above as they become available, for the offering can be obtained from Canaccord Genuity LLC Attn: Canaccord Genuity LLC, 99 High Street, 12th Floor, Boston, Massachusetts 02110, Attention: Syndicate Department, or by email at
prospectus@cgf.com or Canaccord Genuity Corp. Attn: Canaccord Genuity Corp., 161 Bay Street, Suite 3100, Toronto, Ontario M5J 2S1, Attention: Syndicate Department, or by email at
cg-syndication-toronto@cgf.com.
Investing in the above-named issue may not be suitable for all investors, as there are different types of risks involved with this investment strategy. Even if suitable to your level of risk tolerance, the above-named issue may not be appropriate for your portfolio, depending on what other investments you hold. Please note that, from time to time, we may have personal investments in the above-named issue. Please do not hesitate to contact us should you want to know more about the above-named issue or have any related questions.
Canaccord Genuity Corp.
Suite 2400, 520 3rd Avenue SW, Calgary, AB T2P0R3
E:
achokshi@cgf.com |
http://ca.linkedin.com/in/anupchokshi/
