NEW YORK, Jan. 10, 2025 /PRNewswire/ – Ascend Wellness Holdings, Inc. (“AWH”, “Ascend” or the “Company”) AAWH AAWH, a multi-state, vertically integrated cannabis operator, has announced an agency agreement with Seaport Global Securities LLC (the “Agent”) on January 10, 2025. This agreement is part of a proposed private placement to raise $15 million through 12.75% Senior Secured Notes due 2029 (the “Notes”). These Notes will be included in a larger series, which totals $235 million of senior secured notes issued on July 16, 2024, and will be sold at a price of 97.00% of their face value (the “Offering”). The Notes will operate under a trust indenture established on July 16, 2024, and amended by a supplemental indenture at the Offering’s closing date. The Company plans to utilize the proceeds from the Notes for general purposes, including growth initiatives. The Offering is anticipated to close around January 13, 2025, pending usual closing conditions.

“Our strategy is clear. We are well-positioned to enhance our presence in key markets through a densification initiative, which aims to maximize the value of our assets,” stated Sam Brill, Chief Executive Officer. “This involves plans to open an additional 20 locations in the mid-term, expanding our retail footprint by roughly 50%. We appreciate the confidence our lenders have shown in us as we optimize our operations to improve profit margins, generate sustainable cash flow, and create long-term value for our shareholders.”

To facilitate the Offering, the Company will adopt a Supplemental Indenture, modifying the existing Indenture to allow for the issuance of the Notes. These changes received consent from the necessary majority of the Company’s outstanding notes. Moreover, an amendment agreement with required lenders under its existing term loan (the “Term Loan”) will also be established to accommodate the Notes’ issuance.

The Notes will be secured obligations of the Company, carrying a 12.75% interest rate, paid semi-annually until maturity on July 16, 2029. After the Offering closes, the Company can redeem some or all of the Notes at specified prices, including at par until July 15, 2026. The Notes will also have unconditional guarantees from select subsidiaries of the Company, secured against most assets of the Company and certain subsidiaries, with some exceptions.

Offered as a private placement, the Notes will be available in certain Canadian provinces and territories, excluding prospectus registration requirements. In the United States, the Notes may be sold to “U.S. persons” as defined by the U.S. Securities Act of 1933, through an exemption for “qualified institutional buyers” and “accredited investors.” Additional sales may occur in approved jurisdictions outside Canada and the U.S., in line with legal standards. The issued Notes will also adhere to a customary four-month hold period under Canadian securities regulations.

The contents of this news release have not been approved or disapproved by any securities regulatory authority. The Notes will not be registered under the U.S. Securities Act or any state securities laws; therefore, they cannot be sold or offered within the U.S. or to “U.S. persons” without registration or applicable exemptions. This announcement does not represent an offer to sell or a solicitation to buy Company securities in any region where it would be illegal.

The Agent serves as the lead financial advisor and sole placement agent for these Notes.

About Ascend Wellness Holdings, Inc.

AWH is a vertically integrated cannabis operator with facilities in Illinois, Maryland, Massachusetts, Michigan, New Jersey, and Ohio.

Ascend Wellness Holdings Launches $15 Million Senior Secured Notes Offering

Pennsylvania – AWH is known for its top-notch cultivation facilities. The company grows acclaimed cannabis strains and offers a range of products for both retail and wholesale markets. The branded products include Common Goods, Simply Herb, Ozone, Ozone Reserve, Effin’, and Royale, all manufactured in-house. For further details about Ascend, visit www.awholdings.com.

Important Information on Forward-Looking Statements

This announcement includes forward-looking information and statements, collectively referred to as “forward-looking statements.” These may encompass plans, expectations, estimates, and beliefs of the Company. Terms like “expects,” “will,” and “intends,” or similar phrases, mark these statements. Among other matters, forward-looking statements in this release pertain to the projected issue price of the Notes, the expected closing date for the Offering, and the planned use of proceeds.

Investors should note that these forward-looking statements rely on various assumptions and analyses made by the Company based on its experience, historical trends, current circumstances, and anticipated future conditions. However, these statements are subject to known and unknown risks, uncertainties, and factors that could result in actual outcomes differing significantly from those expressed or implied.

Key risks are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2023, as well as in other filings with Canadian securities regulators on its SEDAR+ profile at www.sedarplus.ca and with the SEC on its EDGAR profile at www.sec.gov. While the Company believes that its forward-looking statements are reasonable, there can be no guarantee of their accuracy due to inherent assumptions and significant risks. Readers should evaluate these risks and uncertainties independently and avoid undue reliance on forward-looking statements.

Any forward-looking statements in this release reflect the Company’s perspective as of the date of this announcement. Except as mandated by law, the Company disclaims any obligation to update or revise these statements or explain why actual outcomes might differ from those anticipated.

The content of this press release has not been reviewed or approved by the Canadian Securities Exchange.

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SOURCE: Ascend Wellness Holdings, Inc.