UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
THE CANNABIST COMPANY HOLDINGS INC.
(Name of Applicants)*
321 Billerica Road
Chelmsford, MA
01824
(Address of Principal Executive Offices)
SECURITIES TO BE ISSUED UNDER THE
INDENTURE TO BE QUALIFIED
| Title of Class |
Amount** | |
| 9.25% Senior Secured Notes due December 31, 2028 | $269,950,000 aggregate principal amount | |
| 9.0% Senior Secured Convertible Notes due December 31, 2028 |
| ** | Cumulative total for both classes of Notes will amount to $269,950,000 aggregate principal amount. Amount to be issued under each class remains to be determined. |
Approximate date of proposed public offering:
On the Effective Date under the Plan (as defined herein) or as soon as practicable thereafter.
| Name and registered address of agent for service: | With copies to: | |
| Derek Watson Chief Financial Officer Columbia Care LLC 321 Billerica Road Chelmsford, MA 01824 (978) 910-1486 |
James Guttman Dorsey & Whitney LLP Toronto Dominion Centre 66 Wellington Street West, Suite 3400 Toronto, Ontario, Canada M5K 1E6 (416) 367-7376 | |
The Applicants hereby amend this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this Application for Qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939 (the “Trust Indenture Act”), may determine upon the written request of the Applicants.
| * | The Guarantors and Co-Issuer listed on the following page are also included in this Application as Applicants. |
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1. General Information.
The Cannabist Company Holdings Inc. (the “Company”, “Cannabist” or the “Issuer”) is a Canadian corporation in the cannabis industry with operations in certain States of the United States. The Company, through its subsidiaries and affiliates, holds, operates and manages licenses and permits in the States of California, Colorado, Delaware, Illinois, Maryland, Massachusetts, New Jersey, New York, Ohio, Pennsylvania, and Virginia. The Cannabist Company Holdings (Canada) Inc. (the “Co-Issuer” and together with Cannabist, the “Issuers” and each, individually, an “Issuer”) is a Canadian corporation wholly owned by the Company and the co-issuer of the New Notes (as defined below).
The guarantors identified below (the “Guarantors”, and together with the Company and the Co-Issuer, (the “Applicants”)) have the following forms of organization and jurisdictions of formation or incorporation.
| Applicant | Form | Jurisdiction | ||
| Access Bryant SPC | Corporation | California | ||
| Apelles Realty LLC | Limited Liability Company | Delaware | ||
| Avum, LLC | Limited Liability Company | Delaware | ||
| Beacon Holdings, LLC | Limited Liability Company | Colorado | ||
| Bist Merch LLC | Limited Liability Company | Delaware | ||
| CA Care LLC | Limited Liability Company | California | ||
| Cannascend Alternative Logan, L.L.C. | Limited Liability Company | Ohio | ||
| Cannascend Alternative, LLC | Limited Liability Company | Ohio | ||
| Capital City Care LLC | Limited Liability Company | Delaware | ||
| Capital City Cultivation LLC | Limited Liability Company | Delaware | ||
| CC CA Realty LLC | Limited Liability Company | California | ||
| CC California LLC | Limited Liability Company | California | ||
| CC OH Realty LLC | Limited Liability Company | Ohio | ||
| CC PA Realty LLC | Limited Liability Company | Pennsylvania | ||
| CC Procurement LLC | Limited Liability Company | Delaware | ||
| CC VA Holdco LLC | Limited Liability Company | Delaware | ||
| CCPA Industrial Hemp LLC | Limited Liability Company | Pennsylvania | ||
| Col. Care (Delaware) LLC | Limited Liability Company | Delaware | ||
| Columbia Care – Arizona LLC | Limited Liability Company | Delaware | ||
| Columbia Care – Arizona, Prescott DE, L.L.C. | Limited Liability Company | Delaware | ||
| Columbia Care – Arizona, Prescott, LLC | Limited Liability Company | Arizona | ||
| Columbia Care – Arizona, Tempe DE, L.L.C. | Limited Liability Company | Delaware | ||
| Columbia Care – Arizona, Tempe, LLC | Limited Liability Company | Arizona | ||
| Columbia Care Adopt-A-Family Corp. | Corporation | Massachusetts | ||
| Columbia Care CO Inc. | Corporation | Delaware | ||
| Columbia Care DC LLC | Limited Liability Company | Delaware | ||
| Columbia Care DE Management LLC | Limited Liability Company | Delaware | ||
| Columbia Care DE Realty LLC | Limited Liability Company | Delaware | ||
| Columbia Care Delaware, LLC | Limited Liability Company | Delaware | ||
| Columbia Care Illinois LLC | Limited Liability Company | Delaware | ||
| Columbia Care Industrial Hemp LLC | Limited Liability Company | New York | ||
| Columbia Care LLC | Limited Liability Company | Delaware | ||
| Columbia Care Maine Holding Company LLC | Limited Liability Company | Delaware | ||
| Columbia Care Maryland LLC | Limited Liability Company | Delaware | ||
| Columbia Care MD LLC | Limited Liability Company | Maryland | ||
| Columbia Care MD Realty LLC | Limited Liability Company | Maryland | ||
| Columbia Care ME LLC | Limited Liability Company | Maine | ||
| Columbia Care Michigan LLC | Limited Liability Company | Michigan |
3
| Applicant | Form | Jurisdiction | ||
| Columbia Care New Jersey LLC | Limited Liability Company | New Jersey | ||
| Columbia Care NJ Realty LLC | Limited Liability Company | New Jersey | ||
| Columbia Care NM LLC | Limited Liability Company | New Mexico | ||
| Columbia Care NY LLC | Limited Liability Company | New York | ||
| Columbia Care NY Realty LLC | Limited Liability Company | New York | ||
| Columbia Care NY RO LLC | Limited Liability Company | New York | ||
| Columbia Care OH LLC | Limited Liability Company | Ohio | ||
| Columbia Care Partners LLC | Limited Liability Company | Delaware | ||
| Columbia Care Pennsylvania LLC | Limited Liability Company | Pennsylvania | ||
| Columbia Care PR LLC | Limited Liability Company | Delaware | ||
| Columbia Care Puerto Rico LLC | Limited Liability Company | Puerto Rico | ||
| Columbia Care UT LLC | Limited Liability Company | Utah | ||
| Columbia Care WV Industrial Hemp LLC | Limited Liability Company | West Virginia | ||
| Columbia Care WV LLC | Limited Liability Company | West Virginia | ||
| Corsa Verde, LLC | Limited Liability Company | Ohio | ||
| Curative Health Cultivation LLC | Limited Liability Company | Illinois | ||
| Curative Health LLC | Limited Liability Company | Illinois | ||
| Dellock Digital LLC | Limited Liability Company | Colorado | ||
| Equity Health Partners DE LLC | Limited Liability Company | Delaware | ||
| Focused Health LLC | Limited Liability Company | California | ||
| Future Vision Brain Bank, LLC | Limited Liability Company | Colorado | ||
| Futurevision, Ltd. | Limited Liability Company | Colorado | ||
| Green Leaf Extracts, LLC | Limited Liability Company | Maryland | ||
| Green Leaf Management LLC | Limited Liability Company | Maryland | ||
| Green Leaf Medical of Ohio II LLC | Limited Liability Company | Ohio | ||
| Green Leaf Medical of Ohio III, LLC | Limited Liability Company | Ohio | ||
| Green Leaf Medical of Virginia, LLC | Limited Liability Company | Virginia | ||
| Green Leaf Medical, LLC | Limited Liability Company | Delaware | ||
| Green Leaf Medicals, LLC | Limited Liability Company | Pennsylvania | ||
| High Rise Media, LLC | Limited Liability Company | Colorado | ||
| Infuzionz LLC | Limited Liability Company | Colorado | ||
| La Yerba Buena LLC | Limited Liability Company | Delaware | ||
| Mission Bay, LLC | Limited Liability Company | California | ||
| MJ Brain Bank, LLC | Limited Liability Company | Colorado | ||
| Patriot Care Corp. | Corporation | Massachusetts | ||
| Peach Blossom Partners LLC | Limited Liability Company | Delaware | ||
| PHC Facilities, Inc. | Corporation | California | ||
| Resource Referral Services, Inc. | Corporation |
California | ||
| Rocky Mountain Tillage, LLC | Limited Liability Company | Colorado | ||
| TGS Colorado Management, LLC | Limited Liability Company | Colorado | ||
| TGS Global LLC | Limited Liability Company | Colorado | ||
| The Green Room Social Equity Partners LLC | Limited Liability Company | Illinois | ||
| The Green Solution, LLC | Limited Liability Company | Colorado | ||
| The Healing Center of San Diego | Corporation | California | ||
| The Launch Pad LLC | Limited Liability Company | Colorado | ||
| The Supergroup Creative Omnimedia Inc. | Corporation | Georgia | ||
| The Wellness Earth Energy Dispensary, Inc. | Corporation | California | ||
| Time for Healing, LLC | Limited Liability Company | Maryland | ||
| VentureForth Holdings LLC | Limited Liability Company | Washington D.C. | ||
| VentureForth LLC | Limited Liability Company | Washington D.C. | ||
| VF DC Realty LLC | Limited Liability Company | Delaware | ||
| Wellness Institute of Maryland, LLC | Limited Liability Company | Maryland |
4
2. Securities Act Exemption Applicable.
In connection with certain transactions (collectively, the “Transactions”) to be implemented by way of an arrangement (the “Arrangement”) pursuant to a plan of arrangement (the “Plan”) under Section 192 of the Canada Business Corporations Act, holders of the 2025 Notes (as defined below) and the 2026 Notes (as defined below) will exchange their 2025 Notes and 2026 Notes for an equal principal amount of 9.25% senior secured notes due December 31, 2028 (subject to two six-month extension options available to the Company upon payment of a 0.50% fee, payable in cash) (the “New Senior Notes”) and the holders of the 2027 Notes (as defined below) will be given the right to elect to receive either (i) an equal principal amount of New Senior Notes or (ii) an equal principal amount of newly issued 9.0% convertible notes, which will have the same conversion price as the existing 2027 Notes but will have the same extended maturity date as the New Senior Notes (the “New Convertible Notes”, and together with the New Senior Notes, the “New Notes”).
As used herein, “Senior Notes” means the Company’s: (i) the six percent (6.0%) Senior Secured Convertible Notes due June 29, 2025 outstanding in the aggregate principal amount of US$59.5 million (the “2025 Notes”); (ii) the nine and one half percent (9.5%) Senior Secured First-Lien Notes due February 3, 2026 outstanding in the aggregate principal amount of US$185 million (the “2026 Notes”); and (iii) the nine percent (9.0%) Senior Secured Convertible Notes due March 19, 2027 outstanding in the aggregate principal amount of US$25.55 million (the “2027 Notes”, and together with the 2025 Notes and the 2026 Notes, the “Senior Notes”).
The Senior Notes will be exchanged on the implementation date of the Plan (the “Effective Date”) and the New Notes will be issued pursuant to that certain amended and restated indenture (the “A&R Indenture”), as amended and supplemented by that certain first supplemental indenture, the forms of which are filed hereto as Exhibit T3C-1 and Exhibit T3C-2, respectively, each among the Company, the Co-Issuer and Odyssey Trust Company, as trustee.
The New Notes will be issued by the Company and the Co-Issuer and guaranteed by the Guarantors, all as further described in the Company’s Management Information Circular (the “Information Circular”), attached hereto as Exhibit T3E-2. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to such terms in the Information Circular. Unless otherwise stated, all monetary amounts contained herein are expressed in U.S. dollars.
Registration of the New Notes under the Securities Act of 1933, as amended (the “Securities Act”), is not required by reason of Section 3(a)(10) of the Securities Act (“Section 3(a)(10)”). Section 3(a)(10) exempts from the general requirement of registration under the Securities Act securities issued in exchange for one or more bona fide outstanding securities, claims or property interests, or partly in such exchange and partly for cash, where the terms and conditions of the issuance and exchange are approved by a court or other governmental authority that is expressly authorized by law to grant such approval, after a hearing upon the fairness of such terms and conditions of such issuance and exchange at which all persons to whom the securities will be issued in such exchange have the right to appear.
The three main elements of the Section 3(a)(10) exemption are (a) an exchange of outstanding securities, claims or property interests, (b) a fairness hearing and (c) court approval of the issuances of securities in exchange for securities, claims or property interests. As described below and in the Information Circular, each of these elements will be satisfied in connection with the issuance of the New Notes.
(a) Exchange
Pursuant to the Arrangement, the New Notes will be issued in exchange for the Senior Notes as more fully described in the Information Circular, filed hereto as Exhibit T3E-2.
(b) Fairness Hearing
On March 28, 2025, the Ontario Superior Court of Justice (Commercial List) (the “Court”) granted an Interim Order (the “Interim Order”), which, among other things, authorized: (a) the Company to send the Information Circular to, among others, the holders of the Senior Notes and (b) the calling and holding of the Special Meeting of holders of Senior Notes (“the Senior Noteholders”) in order for the Senior Noteholders to consider and vote upon the Arrangement to implement the Transactions. The Interim Order is attached hereto as Exhibit T3D-2. The Special Meeting of Senior Noteholders is scheduled to take place on April 29, 2025 at 10:00 a.m. (Toronto time). A hearing to seek the Court’s approval of the Arrangement, including that the terms and conditions of the Arrangement are fair to those to whom securities will be issued, is scheduled to be held by the Court, which is expressly authorized by law to hold the hearing on May 12, 2025 at 10:00 a.m. (Toronto time), or such other time and/or date as may be approved by the Court. The hearing will be open to all persons holding the Senior Notes. Such persons have the right to appear at the hearing and to present evidence or testimony with respect to the fairness of the Arrangement. Measures will be taken pursuant to the Interim Order to provide relevant information and adequate and timely notice of the right to appear to the holders of the Senior Notes, including circulation of the Information Circular, and there will be no improper impediments to appearance by those persons at the hearing.
5
(c) Court Approval
The Issuer anticipates that on May 12 2025 at 10:00 a.m. (Toronto time), or such other time and/or date as may be approved by the Court, it will seek Court approval of the Arrangement and the issuance of a final order (the “Final Order”) by the Court, among other things, approving the Arrangement as fair and reasonable. The Court has been advised in connection with seeking the Interim Order and will be advised in connection with seeking the Final Order that its ruling will be the basis for claiming an exemption from registration under the Securities Act by reason of the exemption afforded by Section 3(a)(10) thereof.
3. Affiliates.
Certain directors and executive officers of the Applicants may be deemed to be “affiliates” of the Applicants by virtue of their positions with the Applicants. See Item 4, “Directors and Executive Officers.” The Guarantors and Co-Issuer are all “affiliates” of the Company by virtue of each being wholly owned by the Company. The following is a list of all other affiliates of the Company as of the date of this Application.
| Name of Affiliate | Jurisdiction | |
| None |
4. Directors and Executive Officers.
The following tables list the names and offices held by all directors and executive officers of each Applicant as of the date of this Application. The mailing address for each of the individuals listed in each of the tables for each of the entities set forth below is: The Cannabist Company Holdings (Canada) Inc., c/o Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9 for Canadian entities and the US entities c/o The Cannabist Company Holdings Inc., 321 Billerica Road, Chelmsford, MA, USA, 01824.
6
The Cannabist Company Holdings Inc.
| Name | Office | |||
| Michael Abbott David Hart Jesse Channon Derek Watson David Sirolly Bryan Olson Jesse Channon Jeffrey Clarke Julie Hill James Kennedy Rosemary Mazanet, M.D. Frank Savage Alison Worthington Phillip Goldberg |
Director Chief Executive Officer President Chief Financial Officer General Counsel Chief Human Capital Officer Director Director Director Director Director Director Director Director |
The Cannabist Company Holdings (Canada) Inc.
| Name | Office | |||
| Troy Nicholson David Hart David Sirolly |
Director Director Director |
Access Bryant SPC
| Name | Office | |||
| David Hart Cameron Wald Eddy Mendezas Stewart Stinson |
Director Director Director Director |
Apelles Realty LLC
Capital City Care LLC
Capital City Cultivation LLC
Columbia Care Michigan LLC
Columbia Care Partners LLC
Dellock Digital LLC
Equity Health Partners DE LLC
Future Vision Brain Bank, LLC
High Rise Media, LLC
Infuzionz LLC
La Yerba Buena LLC
Peach Blossom Partners LLC
Rocky Mountain Tillage, LLC
The Green Solution, LLC
VF DC Realty LLC
| Name | Office | |||
| David Hart | Manager |
Avum, LLC
Beacon Holdings, LLC
| Name | Office | |||
| David Hart Derek Watson David Sirolly Jesse Channon |
President Vice President & Treasurer Vice President & Secretary Vice President |
Cannascend Alternative, LLC
CC CA Realty LLC
CC California LLC
CC Procurement LLC
CC VA Holdco LLC
Col. Care (Delaware) LLC
Columbia Care DC LLC
Columbia Care DE Management LLC
Columbia Care DE Realty LLC
Columbia Care Illinois LLC
Columbia Care Maryland LLC
Columbia Care New Jersey LLC
Columbia Care NY LLC
Columbia Care NY Realty LLC
Columbia Care OH LLC
Columbia Care Pennsylvania LLC
Corsa Verde, LLC
Curative Health Cultivation LLC
Focused Health LLC
Green Leaf Medical of Ohio II LLC
Green Leaf Medical of Ohio III, LLC
Green Leaf Medical, LLC
Green Leaf Medicals, LLC
Mission Bay, LLC
MJ Brain Bank, LLC
VentureForth Holdings LLC
VentureForth LLC
| Name | Office | |||
| David Hart Jesse Channon Derek Watson David Sirolly |
President Vice President Vice President & Treasurer Vice President & Secretary |
Cannascend Alternative Logan, L.L.C.
Columbia Care - Arizona LLC
Columbia Care Maine Holding Company LLC
Green Leaf Management LLC
The Launch Pad LLC
| Name | Office | |||
| David Hart | President |
Columbia Care Adopt-A-Family Corp.
Patriot Care Corp
| Name | Office | |||
| David Hart Jesse Channon Derek Watson David Sirolly |
President, Director Vice President Vice President & Treasurer Vice President & Secretary |
7
Columbia Care CO Inc.
The Healing Center of San Diego
| Name | Office | |||
| David Hart | Director, President, Treasurer, Secretary |
Columbia Care Delaware, LLC
| Name | Office | |||
| David Hart | Director | |||
| Adam Goers | Director | |||
| Laird Bunch | Director | |||
| Rosemary Mazanet MD | Director |
Columbia Care NJ Realty LLC
Green Leaf Medical of Virginia, LLC
| Name | Office | |||
| David Hart | President, Director | |||
| Derek Watson | Vice President & Treasurer | |||
| David Sirolly | Vice President & Secretary |
Columbia Care LLC
| Name | Office | |||
| David Hart | Chief Executive Officer | |||
| Bryan Olson | Chief Human Capital Officer | |||
| Derek Watson | Chief Financial Officer | |||
| David Sirolly | General Counsel, Secretary | |||
| Jesse Channon | President |
Bist Merch LLC
The Supergroup Creative Omnimedia Inc.
| Name | Office | |||
| David Hart | Chief Executive Officer |
8
CA Care LLC
Curative Health LLC
| Name | Office | |||
| David Hart | President, Manager | |||
| Jesse Channon | Vice President | |||
| Derek Watson | Vice President & Treasurer | |||
| David Sirolly | Vice President & Secretary |
CC OH Realty LLC
CC PA Realty LLC
CCPA Industrial Hemp LLC
Columbia Care Puerto Rico LLC
| Name | Office | |||
| David Hart | Manager |
Columbia Care – Arizona LLC
Columbia Care – Arizona, Prescott DE, L.L.C.
Columbia Care – Arizona, Prescott, LLC
Columbia Care Industrial Hemp LLC
Columbia Care MD Realty LLC
Columbia Care ME LLC
Columbia Care NM LLC
Columbia Care NY RO LLC
Columbia Care PR LLC
Columbia Care UT LLC
Columbia Care WV Industrial Hemp LLC
Green Leaf Extracts, LLC
Time for Healing, LLC
Wellness Institute of Maryland, LLC
| Name | Office | |||
| David Hart | President, Manager |
Columbia Care – Arizona, Tempe, LLC
| Name | Office | |||
| David Hart | President, Manager | |||
| Derek Watson | Vice President & Treasurer | |||
| David Sirolly | Vice President & Secretary | |||
| Thomas Allison | Manager |
Columbia Care MD LLC
| Name | Office | |||
| David Hart | President, Manager | |||
| Jesse Channon | Vice President | |||
| Derek Watson | Vice President & Treasurer, Manager | |||
| David Sirolly | Vice President & Secretary | |||
| Thomas Allison | Manager |
Columbia Care WV LLC
| Name | Office | |||
| David Hart | President, Manager | |||
| Jesse Channon | Vice President, Manager | |||
| Derek Watson | Vice President & Treasurer, Manager | |||
| David Sirolly | Vice President & Secretary, Manager |
PHC Facilities, Inc.
Resource Referral Services, Inc.
The Wellness Earth Energy Dispensary, Inc.
| Name | Office | |||
| David Hart | Director, President |
TGS Global LLC
| Name | Office | |||
| David Hart | Vice President | |||
| Derek Watson | Vice President & Treasurer | |||
| David Sirolly | Vice President & Secretary |
TGS Colorado Management LLC
| Name | Office | |||
| David Hart | President | |||
| Jesse Channon | President | |||
| Derek Watson | Vice President & Treasurer | |||
| David Sirolly | Vice President & Secretary |
The Green Room Social Equity Partners LLC
| Name | Office | |||
| David Hart | Manager | |||
| Megan Klein | Manager |
Wellness Institute of Maryland, LLC
| Name | Office | |||
| David Hart | President, Manager | |||
| Jesse Channon | Vice President, Manager | |||
| Derek Watson | Vice President & Treasurer, Manager | |||
| David Sirolly | Vice President & Secretary, Manager |
Futurevision, Ltd.
| Name | Office | |||
| Columbia Care CO Inc. | Manager |
9
5. Principal Owners of Voting Securities.
The following tables list the persons owning 10% or more of the voting securities of the Applicants as of the date of this Application.
| Name |
Principal Owner of 10% or More of Voting Securities |
Title of Class Owned |
Amount Owned |
Percentage of Voting Securities Owned |
||||||
| The Cannabist Company Holdings Inc. |
N/A | Equity Shares | N/A | N/A | ||||||
| The Cannabist Company Holdings (Canada) Inc. |
The Cannabist Company Holdings Inc. | Common Stock | 100 | 100% | ||||||
| Access Bryant SPC |
Columbia Care LLC | Common Stock | 349,300 | 49.9% | ||||||
| Apelles Realty LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| Avum, LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| Beacon Holdings, LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| Bist Merch LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| CA Care LLC |
CC California LLC | Membership Interest | N/A | 100% | ||||||
| Cannascend Alternative Logan, L.L.C. |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| Cannascend Alternative, LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| Capital City Care LLC |
VentureForth LLC | Membership Interest | N/A | 100% | ||||||
| Capital City Cultivation LLC |
VentureForth LLC | Membership Interest | N/A | 100% | ||||||
| CC CA Realty LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| CC California LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| CC OH Realty LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| CC PA Realty LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| CC Procurement LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| CC VA Holdco LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| CCPA Industrial Hemp LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
10
| Name |
Principal Owner of 10% or More of Voting Securities |
Title of Class Owned |
Amount Owned |
Percentage of Voting Securities Owned |
||||||
| Col. Care (Delaware) LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| Columbia Care – Arizona LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| Columbia Care – Arizona, Prescott DE, L.L.C. |
Columbia Care – Arizona LLC | Membership Interest | N/A | 100% | ||||||
| Columbia Care – Arizona, Prescott, LLC |
Columbia Care – Arizona, Prescott DE, L.L.C. | Membership Interest | N/A | 100% | ||||||
| Columbia Care – Arizona, Tempe DE, L.L.C. |
Columbia Care – Arizona LLC | Membership Interest | N/A | 100% | ||||||
| Columbia Care – Arizona, Tempe, LLC |
Columbia Care – Arizona, Tempe DE, L.L.C. | Membership Interest | N/A | 90% | ||||||
| Thomas Allison | Membership Interest | N/A | 10% | |||||||
| Columbia Care Adopt-A-Family Corp. |
N/A (not-for-profit) | N/A | N/A | N/A | ||||||
| Columbia Care – Arizona LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| Columbia Care CO Inc. |
Columbia Care LLC | Common Stock | 100 | 100% | ||||||
| Columbia Care DC LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| Columbia Care DE Management LLC |
Columbia Care LLC | Membership Interest | N/A | 91% | ||||||
| Columbia Care DE Realty LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| Columbia Care Delaware, LLC |
N/A (not-for-profit) | N/A | N/A | N/A | ||||||
| Columbia Care Illinois LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| Columbia Care Industrial Hemp LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| Columbia Care LLC |
The Cannabist Company Holdings Inc. | Membership Interest | N/A | 100% | ||||||
| Columbia Care Maine Holding Company LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| Columbia Care Maryland LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| Columbia Care MD LLC |
Columbia Care Maryland LLC | Membership Interest | N/A | 96% | ||||||
| Columbia Care MD Realty LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
| Columbia Care ME LLC |
Columbia Care Maine Holding Company LLC | Membership Interest | N/A | 100% | ||||||
| Columbia Care Michigan LLC |
Columbia Care LLC | Membership Interest | N/A | 100% | ||||||
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| Name |
Principal Owner of 10% or More of Voting Securities |
Title of Class Owned |
Amount Owned |
Percentage of Voting Securities Owned |
||||||
| Columbia Care New Jersey LLC |
Columbia Care LLC | Membership Interest | N/A | 92.75 | % | |||||
| Columbia Care NJ Realty LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| Columbia Care NM LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| Columbia Care NY LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| Columbia Care NY Realty LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| Columbia Care NY RO LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| Columbia Care OH LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| Columbia Care Partners LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| Columbia Care Pennsylvania LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| Columbia Care PR LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| Columbia Care Puerto Rico LLC |
Columbia Care PR LLC And Medmar Puerto Rico, LLC |
Membership Interest | N/A | 100 | % | |||||
| Columbia Care UT LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| Columbia Care WV Industrial Hemp LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| Columbia Care WV LLC |
Columbia Care LLC | Membership Interest | N/A | 95 | % | |||||
| Corsa Verde, LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| Curative Health Cultivation LLC |
Columbia Care Illinois LLC | Membership Interest | N/A | 100 | % | |||||
| Curative Health LLC |
Columbia Care Illinois LLC | Membership Interest | N/A | 100 | % | |||||
| Dellock Digital LLC |
TGS Global, LLC | Membership Interest | N/A |
100 | % | |||||
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| Name |
Principal Owner of 10% or More of Voting Securities |
Title of Class Owned |
Amount Owned |
Percentage of Voting Securities Owned |
||||||
| Equity Health Partners DE LLC |
Columbia Care DE Management LLC | Membership Interest | N/A |
49 | % | |||||
| DE Cann Ventures, LLC |
Membership Interest | N/A | 51 | % | ||||||
| Focused Health LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| Future Vision Brain Bank, LLC |
TGS Global, LLC | Membership Interest | N/A | 100 | % | |||||
| Futurevision, Ltd. |
Columbia Care Co Inc. | Membership Interest |
N/A |
100 | % | |||||
| Green Leaf Extracts, LLC |
Green Leaf Medical, LLC | Membership Interest | N/A | 100 | % | |||||
| Green Leaf Management LLC |
Green Leaf Medical, LLC | Membership Interest | N/A | 100 | % | |||||
| Green Leaf Medical of Ohio II LLC |
Green Leaf Medical III, LLC | Membership Interest | N/A |
100 | % | |||||
| Green Leaf Medical of Ohio III, LLC |
Green Leaf Medical, LLC | Membership Interest | 9,999 | 99.99 | % | |||||
| Green Leaf Medical of Virginia, LLC |
Green Leaf Medical, LLC | Membership Interest | N/A | 100 | % | |||||
| Green Leaf Medical, LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| Green Leaf Medicals, LLC |
Green Leaf Medical, LLC | Membership Interest | N/A | 100 | % | |||||
| High Rise Media, LLC |
TGS Global, LLC | Membership Interest | N/A | 100 | % | |||||
| Infuzionz LLC |
Beacon Holdings, LLC | Membership Interest | N/A | 100 | % | |||||
| La Yerba Buena LLC |
Columbia Care LLC | Membership Interest | N/A | 60 | % | |||||
| ACPRR, LLC | Membership Interest | N/A | 40 | % | ||||||
| Mission Bay, LLC |
CA Care LLC | Membership Interest | N/A | 100 | % | |||||
| MJ Brain Bank, LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| Patriot Care Corp. |
Columbia Care LLC |
Common Stock | 100 |
100 | % | |||||
| Peach Blossom Partners LLC |
Columbia Care DE Management LLC | Membership Interest | 49 Units | 49 | % | |||||
| DE Cann Ventures, LLC | Membership Interest | 51 Units | 51 | % | ||||||
| PHC Facilities, Inc. |
Columbia Care LLC |
Common Stock |
10,000 |
100 | % | |||||
| Resource Referral Services, Inc. |
Columbia Care LLC |
Common Stock | 10,000 |
100 | % | |||||
| Rocky Mountain Tillage, LLC |
Beacon Holdings, LLC | Membership Interest | N/A | 100 | % | |||||
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| Name |
Principal Owner of 10% or More of Voting Securities |
Title of Class Owned |
Amount Owned |
Percentage of Voting Securities Owned |
||||||
| TGS Colorado Management, LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| TGS Global LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| The Green Room Social Equity Partners LLC |
Columbia Care LLC | Membership Interest | 47 Class A Units |
47 | % | |||||
| The Green Room Chicago LLC | Membership Interest | 53 Class B Units |
53 | % | ||||||
| The Green Solution, LLC |
Beacon Holdings, LLC | Membership Interest | N/A | 100 | % | |||||
| The Healing Center of San Diego |
Columbia Care LLC. | Common Stock | N/A |
100 | % | |||||
| The Launch Pad LLC |
TGS Global, LLC |
Membership Interest | N/A | 100 | % | |||||
| The Supergroup Creative Omnimedia Inc. |
Columbia Care LLC |
Common Stock | N/A |
100 | % | |||||
| The Wellness Earth Energy Dispensary, Inc. |
Columbia Care LLC | Common Stock | 1,000 |
100 | % | |||||
| Time for Healing, LLC |
Green Leaf Medical, LLC | Membership Interest | N/A | 100 | % | |||||
| VentureForth Holdings LLC |
Columbia Care LLC | Membership Interest | N/A | 100 | % | |||||
| VentureForth LLC |
VentureForth Holdings LLC | Membership Interest | N/A | 100 | % | |||||
| VF DC Realty LLC |
Columbia Care LLC |
Membership Interest | N/A | 100 | % | |||||
| Wellness Institute of Maryland, LLC |
Green Leaf Medical, LLC | Membership Interest | N/A | 99 | % | |||||
6. Underwriters.
(a) The following table sets forth information regarding all persons who have acted as an underwriter of any securities of the Company outstanding on the date of the filing of this Application within three years prior to the date of the filing of this Application. No persons have acted as an underwriter of any securities outstanding of the Co-Issuer or Guarantors.
| Name | Mailing Address | Offering | ||
| ATB Securities Inc. | 66 Wellington St. West, Suite 3530 Toronto, Ontario M5K 1A1 | March 2024 offering of US$25.75 million aggregate principal amount of 9.00% senior secured convertible notes due 2027 | ||
| ATB Capital Markets Inc. | 66 Wellington St. West, Suite 3530 Toronto, Ontario M5K 1A1 | September 2023 offering of 22,244,210 units of the Company. | ||
(b) There is no proposed principal underwriter for the New Notes that are to be issued under the A&R Indenture that is to be qualified under this Application.
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7. Capitalization.
The following tables set forth certain information with respect to each authorized class of securities of the Applicants as of April 4, 2025.
The Cannabist Company Holdings Inc.
| Title of Class | Number of Shares Authorized |
Number of Shares Outstanding |
||||||
| Common Shares |
Unlimited | 465,544,642 | ||||||
| Proportionate Voting Shares |
Unlimited | 7,387,328 | ||||||
| Preferred Shares |
Unlimited | 0 | ||||||
The only securities outstanding for the Co-Issuer and each Guarantor are the equity interests detailed in section 5 above.
8. Analysis of Indenture Provisions.
The New Notes will be subject to the A&R Indenture. The following is a general description of certain provisions expected to be included in the A&R Indenture, and the description is qualified in its entirety by reference to the form of A&R Indenture filed hereto as Exhibit T3C. The Company and Co-Issuer have not entered into the A&R Indenture as of the date of this filing, and the terms of the A&R Indenture are subject to change before it is executed. Capitalized terms used below and not defined herein have the meanings ascribed to them in the A&R Indenture.
Events of Default
Unless otherwise provided in a Supplemental Indenture relating to a particular series of Notes, an “Event of Default” means any one of the following events:
| (a) | default for 30 days in the payment when due of interest on the Notes; |
| (b) | default in payment when due of the principal of, or premium, if any, on the Notes (whether at maturity, upon redemption or upon a required repurchase); |
| (c) | failure by Cannabist to comply with its obligations under Section 12.1 of the A&R Indenture; |
| (d) | failure by the Issuer or any of its Restricted Subsidiaries for 30 days to comply with the provisions of Section 7.14 of the A&R Indenture or Section 7.15 of the A&R Indenture to the extent not described in Section 9.1(b) of the A&R Indenture; |
| (e) | failure by the Issuer or any of its Restricted Subsidiaries for 60 days (including in connection with a Reporting Failure) after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding to comply with any of the other agreements in the A&R Indenture; |
| (f) | default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default: |
(i) is caused by a failure to make any payment on such Indebtedness when due and prior to the expiration of the grace period, if any, provided in such Indebtedness (a “Payment Default”), or
(ii) results in the acceleration of such Indebtedness prior to its Stated Maturity;
and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default which remains outstanding or the maturity of which has been so accelerated for a period of 30 days or more, aggregates $25.0 million or more, provided that if any such Payment Default is cured or waived or any such acceleration is rescinded, as the case may be, such Event of Default under the A&R Indenture and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgement or decree;
| (g) | failure by the Issuer or any of its Restricted Subsidiaries to pay final non-appealable judgments (to the extent such judgments are not paid or covered by in-force insurance provided by a reputable carrier that has the ability to perform and has acknowledged coverage in writing) aggregating in excess of $15.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; |
| (h) | except as permitted by the A&R Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any such Guarantor, denies or disaffirms its Obligations under its Subsidiary Guarantee; |
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| (i) | Cannabist or any Restricted Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: |
| (i) | commences a voluntary case or proceeding; |
| (ii) | applies for or consents to the entry of an order for relief against it in an involuntary case or proceeding; |
| (iii) | applies for or consents to the appointment of a custodian of it or for all or substantially all of its assets; or |
| (iv) | makes a general assignment for the benefit of its creditors; |
| (j) | a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: |
| (i) | is for relief against Cannabist or any Restricted Subsidiary as debtor in an involuntary case or proceeding; |
| (ii) | appoints a custodian of Cannabist or any Restricted Subsidiary or a custodian for all or any substantial part of the assets of Cannabist or any Restricted Subsidiary; or |
| (iii) | orders the liquidation of Cannabist or any Restricted Subsidiary; |
and, in each such case, the order or decree remains unstayed and in effect for 60 consecutive days and, in the case of the insolvency of a Restricted Subsidiary, such Restricted Subsidiary remains a Restricted Subsidiary on such 60th day; and
| (k) | if the Noteholder Collateral Platform shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected First-Priority Lien on any material portion of the Collateral purported to be covered thereby and the Issuer or the applicable Guarantor does not take all steps reasonably required to provide the Collateral Trustee with a valid and perfected First-Priority Lien against such Collateral within five (5) Business Days of request therefor by the Collateral Trustee. |
For greater certainty, for the purposes of Section 9.1 of the A&R Indenture, an Event of Default shall occur with respect to a series of Notes if such Event of Default relates to a Default in the payment of principal, premium (if any), or interest on such series of Notes, in which case references to “Notes” in Section 9.1 of the A&R Indenture shall refer to Notes of that particular series.
For the purposes of Article 9 of the A&R Indenture, where the Event of Default refers to an Event of Default with respect to a particular series of Notes as described in Section 9.1 of the A&R Indenture, then Article 9 of the A&R Indenture shall apply mutatis mutandis to the Notes of such series and references in Article 9 of the A&R Indenture to the “Notes” shall be deemed to be references to Notes of such particular series, as applicable.
Notice of Event of Default and Withholding of Notice
If an Event of Default shall occur and be continuing the Trustee shall, within 90 days after it receives written notice of the occurrence of such Event of Default, give notice of such Event of Default to the Holders in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act unless such Default shall have been cured or waived before the mailing or publication of such notice, provided that, notwithstanding the foregoing, the Trustee shall not be required to give such notice if the Trustee in good faith shall have determined that the withholding of such notice is in the best interests of the Holders and shall have so advised the Issuer in writing. Notwithstanding the foregoing, notice relating to a Default or Event of Default relating to the payment of principal or interest shall not in any circumstances be withheld.
Acceleration of Maturity; Rescission, Annulment and Waiver
| (a) | If an Event of Default occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may, and the Trustee at the request of such Holders shall, (i) declare by notice in writing to the Issuer and (if given by the Holders) to the Trustee, the principal of (and premium, if any) and accrued and unpaid interest to the date of acceleration on, all of the outstanding Notes immediately due and payable and, upon any such declaration, all such amounts will become due and payable immediately, and (ii) deliver an Enforcement Request to the Collateral Trustee; provided, however, that if an Event of Default specified in Section 9.1(i) or (j) of the A&R Indenture occurs and is continuing, then subject to applicable law the principal of (and premium, if any) and accrued and unpaid interest on all of the outstanding Notes will thereupon become and be immediately due and payable without any declaration, notice or other action on the part of the Trustee or any Holder. |
| (b) | The Issuer shall deliver to the Trustee, within 10 days after the occurrence thereof, notice of any Payment Default or acceleration referred to in Section 9.1(f)(ii) of the A&R Indenture. In addition, for the avoidance of doubt, if an Event of Default specified in Section 9.1(b) of the A&R Indenture occurs in relation to a failure by the Issuer to comply with the provisions of Section 7.14 of the A&R Indenture, “premium” shall include, without duplication to any other amounts included in “premium” for these purposes, the excess of: |
| (i) | the Change of Control Payment that was required to be offered in accordance with Section 7.14 of the A&R Indenture, in the event such offer was not made, or, in the event such offer was made, the Change of Control Payment that was required to be paid in accordance with Section 7.14 of the A&R Indenture; over |
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| (ii) | the principal amount of the Notes that were required to be subject to such offer or payment, as applicable. |
| (c) | At any time after a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee: |
| (i) | the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Issuer, the Holders and the Trustee, may rescind and annul such declaration and its consequences if: |
| (A) | all existing Events of Default, other than the non-payment of amounts of principal of (and premium, if any) or interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived; and |
| (B) | such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, |
provided that if the Event of Default has occurred by reason of the non-observance or non-performance by the Issuer of any covenant applicable only to one or more series of Notes, then the Holders of a majority of the principal amount of the outstanding Notes of that series shall be entitled to exercise the foregoing power of rescission and the Trustee shall so act and it shall not be necessary to obtain a waiver from the Holders of any other series of Notes; and
| (ii) | the Trustee, so long as it has not become bound to declare the principal and interest on the Notes (or any of them) to be due and payable, or to obtain or enforce payment of the same, shall have the power to waive any Event of Default if, in the Trustee’s opinion, the same shall have been cured or adequate satisfaction made therefor, and in such event to rescind and annul such declaration and its consequences, |
provided that no such rescission shall affect any subsequent Default or impair any right consequent thereon.
| (d) | Notwithstanding Section 9.2(a) of the A&R Indenture, in the event of a declaration of acceleration in respect of the Notes because an Event of Default specified in Section 9.1(e) of the A&R Indenture shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Issuer and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the Notes, and no other Event of Default has occurred during such 30 day period which has not been cured or waived during such period. |
| (e) | The Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Trustee, may on behalf of the Holders of all Notes waive any existing Default or Event of Default and its consequences under the A&R Indenture, except a Default or Event of Default in the payment of interest on, or principal (or premium, if any) of, Notes; provided that if the Default or Event of Default has occurred by reason of the non-observance or non-performance by the Issuer of any covenant applicable only to one or more series of Notes, then the Holders of a majority of the principal amount of the outstanding Notes of such series shall be entitled to waive such Default or Event of Default and it shall not be necessary to obtain a waiver from the Holders of any other series of Notes. |
| (f) | In addition to any rights the Trustee or Holders may have pursuant to Section 9 of the A&R Indenture, upon the occurrence of an Event of Default that is continuing, the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may, and the Trustee at the request of such Holders shall, have immediate rights to seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of its remedies, with respect to such appointment without prior to notice or hearing as to such appointment. |
Execution, Authentication and Delivery of Notes
| (a) | All Notes shall be signed (either manually or by electronic or facsimile signature) by any authorized director or officer of the Issuer, holding office at the time of signing. An electronic or facsimile signature upon a Note shall for all purposes of the A&R Indenture be deemed to be the signature of the individual whose signature it purports to be. Notwithstanding that any individual whose signature, either manual or in facsimile or other electronic means, |
17
| appears on a Note as a director or officer may no longer hold such office at the date of the Note or at the date of the authentication and delivery thereof, such Note shall be valid and binding upon the Issuer and the Holder thereof shall be entitled to the benefits of the A&R Indenture. |
| (b) | No Notes will be entitled to any right or benefit under the A&R Indenture or be valid or obligatory for any purpose unless such Notes have been authenticated by manual or electronic signature by or on behalf of the Trustee substantially in the form provided for therein or in the relevant Supplemental Indenture. Such authentication upon any Notes will be conclusive evidence, and the only evidence, that such Notes have been duly authenticated, issued and delivered and that the Holder is entitled to the benefits thereof. |
| (c) | Subject to the terms of the A&R Indenture, the Trustee shall from time to time authenticate one or more Notes (including Global Notes) for original issue on the issue date for any series of Notes upon and in accordance with an Issuer Order (an “Authentication Order”), without the Trustee receiving any consideration therefor. Each such Authentication Order shall specify the principal amount of such Notes to be authenticated and the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount specified in the Authentication Orders except as provided in Section 3.10 of the A&R Indenture. Except as provided in Section 7.10 of the A&R Indenture, there is no limit on the amount of Notes that may be issued under the A&R Indenture. |
| (d) | The certificate by or on behalf of the Trustee authenticating Notes will not be construed as a representation or warranty of the Trustee as to the validity of the A&R Indenture or of any Notes or their issuance (except the due authentication thereof by the Trustee) or as to the performance by the Issuer of its obligations under the A&R Indenture or any Notes and the Trustee will be in no respect liable or answerable for the use made of the proceeds of such Notes. The certificate by or on behalf of the Trustee on Notes issued under the A&R Indenture will constitute a representation and warranty by the Trustee that such Notes have been duly authenticated by and on behalf of the Trustee pursuant to the provisions of the A&R Indenture. |
There will be no proceeds from the issuance of the New Notes.
Release of Guarantees
| (a) | The Subsidiary Guarantee of a Guarantor will be automatically released: |
| (i) | in connection with any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger, consolidation or otherwise), in one or more related transactions, to a Person that is not (either before or after giving effect to such transaction) Cannabist or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate Section 7.15 of the A&R Indenture; |
| (ii) | in connection with any sale or other disposition of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of Cannabist after which such Guarantor is no longer a Subsidiary of the Issuer, if the sale of such Capital Stock of that Guarantor complies with Section 7.15 of the A&R Indenture; |
| (iii) | [reserved]; |
| (iv) | if the Guarantor is released in full from its obligations under any other Indebtedness which resulted in the creation of such Subsidiary Guarantee pursuant to this covenant; or |
| (v) | upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the A&R Indenture as provided under Article 10 of the A&R Indenture. |
| (b) | The Trustee shall promptly execute and deliver a release together with all instruments and other documents reasonably requested by the Issuer or the applicable Restricted Subsidiary to evidence the release and termination of any Guarantee upon receipt of a request by the Issuer accompanied by an Officers’ Certificate certifying as to compliance with Section 15.2 of the A&R indenture. |
Release of Security
| (a) | The Liens on the Collateral will be released in whole with respect to the Notes (including Pledged Notes) and the Security Documents, as applicable, upon the occurrence of any of the following: |
| (i) | payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on, the Notes; |
18
| (ii) | satisfaction and discharge of the A&R Indenture; or |
| (iii) | legal defeasance or covenant defeasance as set forth under Sections 10.3 or 10.4 of the A&R Indenture, |
provided that in each case, all amounts owing to the Trustee under the A&R Indenture and the Notes and to the Collateral Trustee under the Security Documents have been paid or otherwise provided for to the reasonable satisfaction of the Trustee and the Collateral Trustee, as applicable. For greater certainty, the Liens on the Collateral shall promptly cease to be for the benefit and security of such Holders with respect to a particular series of Notes or in respect of indebtedness secured by Pledged Notes and the applicable Security Documents upon the payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on such series of Notes or indebtedness secured by Pledged Notes, as applicable, but such release shall not release or otherwise affect the Liens in favour of Holders of Notes that remain outstanding under the A&R Indenture or any Supplemental Indenture upon the event of such repayment(s).
| (b) | The Liens on the Collateral will automatically be released with respect to any asset constituting Collateral upon the occurrence of any of the following: |
| (i) | in connection with any disposition of such Collateral to any Person other than the Issuer (but excluding any transaction subject to the covenant described under Section 12.1 of the A&R Indenture if such other Person is required to become the obligor on the Notes) that is permitted by the A&R Indenture; or |
| (ii) | upon the sale or disposition of such Collateral pursuant to the exercise of any rights and remedies by the Collateral Trustee with respect to any Collateral, subject to the Security Documents. |
| (c) | To the extent applicable, the Issuer shall cause Section 314(d) of the Trust Indenture Act, relating to the release of property or securities from the Lien and security interest of the Security Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Security Documents, to be complied with. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an officer of the Issuer except in cases where Section 314(d) of the Trust Indenture Act requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Issuer in a manner consistent with the requirements of the Trust Indenture Act. |
Notwithstanding anything to the contrary in the A&R Indenture, the Issuer and the Guarantors will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determines, in good faith based on advice of counsel, that under the terms of Section 314(d) of the Trust Indenture Act and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders (in each case, whether issued to Issuer or any other Person), all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral.
Satisfaction and Discharge
The A&R Indenture will be discharged and will cease to be of further effect as to all Notes issued under the A&R Indenture (except as to any surviving rights of registration of transfer or exchange of Notes expressly provided for therein), when
| (a) | either: |
| (i) | all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or |
| (ii) | all Notes that have not been delivered to the Trustee for cancellation have become due and payable, including by redemption, by reason of the mailing or electronic transmission of a Redemption Notice or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; |
19
| (b) | no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); |
| (c) | such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the A&R Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; |
| (d) | the Issuer or any Guarantor has paid or caused to be paid all sums payable by the Issuer under the A&R Indenture; and |
| (e) | the Issuer has delivered irrevocable written instructions to the Trustee under the A&R Indenture to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. |
Notwithstanding the satisfaction and discharge of the A&R Indenture, if money has been deposited with the Trustee pursuant to Section 10.1(a)(ii) of the A&R Indenture, the provisions of Sections 10.7 and 10.8 A&R Indenture will survive.
Statement by Officers
| (a) | The Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of compliance by the Issuer and the Restricted Subsidiaries with all conditions and covenants in the A&R Indenture. For purposes of Section 9.20(a) of the A&R Indenture, such compliance shall be determined without regard to any period of grace or requirement of notice under the A&R Indenture. |
| (b) | Upon becoming aware of any Default or Event of Default, the Issuer shall promptly deliver to the Trustee an Officers’ Certificate, specifying such event, notice or other action giving rise to such Default or Event of Default and the action that the Issuer or Restricted Subsidiary, as applicable, is taking or proposes to take with respect thereto. |
Evidence and Authority to Trustee, Opinions, etc.
| (a) | The Issuer shall furnish to the Trustee evidence of compliance with the conditions precedent provided for in the A&R Indenture relating to any action or step required or permitted to be taken by the Issuer or the Trustee under the A&R Indenture or as a result of any obligation imposed under the A&R Indenture, including without limitation, the authentication and delivery of Notes under the A&R Indenture, the satisfaction and discharge of the A&R Indenture and the taking of any other action to be taken by the Trustee at the request of or on the application of the Issuer, forthwith if and when (a) such evidence is required by any other Section of the A&R Indenture to be furnished to the Trustee in accordance with the terms of this Section 13.6 of the A&R Indenture, or (b) the Trustee, in the exercise of its rights and duties under the A&R Indenture, gives the Issuer written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice. Such evidence shall consist of: |
| (i) | an Officers’ Certificate, stating that any such condition precedent has been complied with in accordance with the terms the A&R Indenture; |
| (ii) | an Opinion of Counsel that such condition precedent has been complied with in accordance with the terms of the A&R Indenture; and |
| (iii) | in the case of any such condition precedent the satisfaction of which is subject to review or examination by auditors or accountants, a certificate or opinion of an accountant, that such condition precedent has been complied with in accordance with the terms of the A&R Indenture and in accordance with Section 314(b) of the Trust Indenture Act. |
| (b) | Whenever such evidence relates to a matter other than the authentication and delivery of Notes and the satisfaction and discharge of the A&R Indenture, and except as otherwise required by the Trust Indenture Act or specifically provided therein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, engineer or appraiser or any other appraiser or any other individual whose qualifications give authority to a statement made by such individual, provided that if such report or opinion is furnished by a director, officer or employee of the Issuer it shall be in the form of a statutory declaration. Such evidence shall be, so far as appropriate, in accordance with Section 13.6(a). |
| (c) | Each statutory declaration, certificate, opinion or report with respect to compliance with a condition precedent provided for in the A&R Indenture (other than certificates provided pursuant to Section 9.20(a) of the A&R Indenture) shall include (i) a statement by the individual giving the evidence that he or she has read and is familiar |
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| with those provisions of the A&R Indenture relating to the condition precedent in question, (ii) a brief statement of the nature and scope of the examination or investigation upon which the statements or opinions contained in such evidence are based, (iii) a statement that, in the belief of the individual giving such evidence, he or she has made such examination or investigation as is necessary to enable him or her to make the statements or give the opinions contained or expressed therein, and (iv) a statement whether in the opinion of such individual the conditions precedent in question have been complied with or satisfied. |
| (d) | In addition to its obligations under Section 9.20 of the A&R Indenture, the Issuer shall furnish or cause to be furnished to the Trustee at any time if the Trustee reasonably so requires, an Officers’ Certificate certifying that the Issuer has complied with all covenants, conditions or other requirements contained in the A&R Indenture, the non-compliance with which would constitute a Default or an Event of Default, or if such is not the case, specifying the covenant, condition or other requirement which has not been complied with and giving particulars of such non-compliance. The Issuer shall, whenever the Trustee so requires, furnish the Trustee with evidence by way of statutory declaration, opinion, report or certificate as specified by the Trustee as to any action or step required or permitted to be taken by the Issuer or as a result of any obligation imposed by the A&R Indenture. |
CONTENTS OF APPLICATION FOR QUALIFICATION
The application for qualification comprises:
| (a) | Pages numbered 1 to 27, consecutively. |
| (b) | The statement of eligibility and qualification of the trustee under the indenture to be qualified. |
| (c) | The following Exhibits in addition to those filed as part of the statement of eligibility and qualification of the trustee: |
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| * | To be filed by amendment. |
| (1) | Incorporated by reference to Odyssey Trust Company’s Form T-6 filed with the SEC on April 7, 2025 |
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Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant below, a corporation organized and existing under the laws of Canada, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chelmsford, State of Massachusetts, on April 7, 2025.
The Cannabist Company Holdings Inc.
| Attest: | /s/ Derek Watson |
By: | /s/ David Hart | |||||
| Name: Derek Watson | Name: David Hart | |||||||
| Title: Chief Financial Officer | Title: Chief Executive Officer and Director |
The Cannabist Company Holdings (Canada) Inc.
| Attest: | /s/ David Hart |
By: | /s/ David Sirolly | |||||
| Name: David Hart | Name: David Sirolly | |||||||
| Title: Director | Title: Director |
Pursuant to the requirements of the Trust Indenture Act of 1939, the undersigned Guarantors have duly caused this application to be signed on their behalf by the undersigned, thereunto duly authorized:
Avum, LLC
Beacon Holdings, LLC
Cannascend Alternative Logan, L.L.C.
Cannascend Alternative, LLC
CC Procurement LLC
Columbia Care Adopt-A-Family Corp.
Columbia Care - Arizona LLC
Columbia Care DE Realty LLC
Columbia Care Maine Holding Company LLC
Columbia Care NJ Realty LLC
Columbia Care NY Realty LLC
Curative Health Cultivation LLC
Green Leaf Management LLC
Mission Bay, LLC
MJ Brain Bank, LLC
The Launch Pad LLC
VentureForth Holdings LLC
VentureForth LLC
| Attest: | /s/ David Hart | |
| Name:David Hart Title: President |
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Apelles Realty LLC
Capital City Care LLC
Capital City Cultivation LLC
Columbia Care Michigan LLC
Columbia Care Partners LLC
Dellock Digital LLC
Equity Health Partners DE LLC
Future Vision Brain Bank, LLC
High Rise Media, LLC
Infuzionz LLC
La Yerba Buena LLC
Peach Blossom Partners LLC
Rocky Mountain Tillage, LLC
Tetra FinCo LLC (inactive)
Tetra Holdings LLC (inactive)
Tetra OpCo LLC (inactive)
TGS Colorado Management LLC
The Green Room Social Equity Partners LLC
The Green Solution, LLC
VF DC Realty LLC
| Attest: | /s/ David Hart | |
| Name: David Hart | ||
| Title: Manager |
Access Bryant SPC
| Attest: | /s/ David Hart | |
| Name: David Hart Title: Director |
Bist Merch LLC
Col. Care (Delaware) LLC
Columbia Care LLC
The Supergroup Creative Omnimedia Inc.
| Attest: | /s/ David Hart | |
| Name: David Hart Title: Chief Executive Officer |
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CA Care LLC
CC CA Realty LLC
CC California LLC
CC OH Realty LLC
CC PA Realty LLC
CC VA Holdco LLC
CCPA Industrial Hemp LLC
Columbia Care – Arizona LLC
Columbia Care – Arizona, Prescott DE, L.L.C.
Columbia Care – Arizona, Prescott, LLC
Columbia Care – Arizona, Tempe, LLC
Columbia Care DC LLC
Columbia Care DE Management LLC
Columbia Care Illinois LLC
Columbia Care Industrial Hemp LLC
Columbia Care Maryland LLC
Columbia Care MD LLC
Columbia Care MD Realty LLC
Columbia Care ME LLC
Columbia Care MO LLC
Columbia Care New Jersey LLC
Columbia Care NM LLC
Columbia Care NY LLC
Columbia Care NY RO LLC
Columbia Care OH LLC
Columbia Care Pennsylvania LLC
Columbia Care PR LLC
Columbia Care Puerto Rico LLC
Columbia Care UT LLC
Columbia Care WV Industrial Hemp LLC
Columbia Care WV LLC
Corsa Verde, LLC
Curative Health LLC
Focused Health LLC
Green Leaf Extracts, LLC
Green Leaf Medical of Ohio II LLC
Green Leaf Medical of Ohio III, LLC
Green Leaf Medical of Virginia, LLC
Green Leaf Medical, LLC
Green Leaf Medicals, LLC
Oveom, LLC
TGS Global LLC
Time for Healing, LLC
Wellness Institute of Maryland, LLC
| Attest: | /s/ David Hart | |
| Name: David Hart | ||
| Title: President and Manager |
Columbia Care CO Inc.
Columbia Care Delaware, LLC
Patriot Care Corp.
PHC Facilities, Inc.
Resource Referral Services, Inc.
The Healing Center of San Diego
The Wellness Earth Energy Dispensary, Inc.
| Attest: | /s/ David Hart | |
| Name: David Hart | ||
| Title: President and Director |
Futurevision, Ltd.
Columbia Care CO Inc., as Manager
| Attest: | /s/ David Hart | |
| Name: David Hart | ||
| Title: President and Director of Columbia Care Co Inc. |
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