UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-3/A
Amendment No. 1
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 | James Guttman | |
| Chief Financial Officer | Dorsey & Whitney LLP | |
| Columbia Care LLC | Toronto Dominion Centre | |
| 321 Billerica Road | 66 Wellington Street West, Suite 3400 | |
| Chelmsford, MA 01824 | Toronto, Ontario, Canada M5K 1E6 | |
| (978) 910-1486 | (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. |
EXPLANATORY NOTE:
This Amendment No. 1 to Form T-3 (this “Amendment”) is being filed on behalf of The Cannabist Company Holdings Inc. (the “Company”). This Amendment is being filed to (i) to file Exhibit T3D-2, Exhibit 25.2, Exhibit 25.3 and Exhibit 25.4 (ii) amend the list of Guarantors (as defined herein) from the Company’s Application for Qualification (the “Application”) and (iii) update the exhibit index to include the additional exhibits and to reflect the amendment to the list of Guarantors. This Amendment is not intended to amend or delete any other part of the Application. All other information in the Application is unchanged and has been omitted from this Amendment.
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GENERAL
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 herein).
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 | ||
| Avum, LLC | Limited Liability Company | Delaware | ||
| Beacon Holdings, LLC | Limited Liability Company | Colorado | ||
| Cannascend Alternative Logan, L.L.C. | Limited Liability Company | Ohio | ||
| Cannascend Alternative, LLC | Limited Liability Company | Ohio | ||
| CC California LLC | Limited Liability Company | California | ||
| CC OH Realty LLC | Limited Liability Company | Ohio | ||
| CC Procurement LLC | Limited Liability Company | Delaware | ||
| Col. Care (Delaware) LLC | Limited Liability Company | Delaware | ||
| Columbia Care CO Inc. | Corporation | Delaware | ||
| Columbia Care DE Management LLC | Limited Liability Company | Delaware | ||
| Columbia Care Delaware, LLC | Limited Liability Company | Delaware | ||
| Columbia Care Industrial Hemp LLC | Limited Liability Company | New York | ||
| Columbia Care LLC | Limited Liability Company | Delaware | ||
| Columbia Care Maryland LLC | Limited Liability Company | Delaware | ||
| Columbia Care MD LLC | Limited Liability Company | Maryland | ||
| Columbia Care New Jersey LLC | Limited Liability Company | New Jersey | ||
| Columbia Care NY LLC | Limited Liability Company | New York | ||
| Columbia Care OH LLC | Limited Liability Company | Ohio | ||
| Columbia Care Pennsylvania LLC | Limited Liability Company | Pennsylvania | ||
| Columbia Care WV LLC | Limited Liability Company | West Virginia | ||
| Corsa Verde, LLC | Limited Liability Company | Ohio | ||
| 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 | ||
| Infuzionz LLC | Limited Liability Company | Colorado | ||
| MJ Brain Bank, LLC | Limited Liability Company | Colorado | ||
| Patriot Care Corp. | Corporation | Massachusetts | ||
| Rocky Mountain Tillage, LLC | Limited Liability Company | Colorado | ||
| TGS Colorado Management, LLC | Limited Liability Company | Colorado | ||
| Time for Healing, LLC | Limited Liability Company | Maryland | ||
| Wellness Institute of Maryland, LLC | Limited Liability Company | Maryland |
MANAGEMENT AND CONTROL
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.
The Cannabist Company Holdings Inc.
| Name |
Office | |
| Michael Abbott |
Director | |
| David Hart |
Chief Executive Officer | |
| Jesse Channon |
President | |
| Derek Watson |
Chief Financial Officer | |
| David Sirolly |
General Counsel | |
| Bryan Olson |
Chief Human Resources Officer | |
| Jesse Channon |
Director | |
| Jeffrey Clarke |
Director | |
| Julie Hill |
Director | |
| James Kennedy |
Director | |
| Rosemary Mazanet, M.D. |
Director | |
| Frank Savage |
Director | |
| Alison Worthington |
Director | |
| Phillip Goldberg |
Director | |
| The Cannabist Company Holdings (Canada) Inc. |
||
| Name |
Office | |
| Troy Nicholson |
Director | |
| David Hart |
Director | |
| David Sirolly |
Director | |
| Infuzionz LLC Rocky Mountain Tillage, LLC |
||
| Name |
Office | |
| David Hart |
Manager | |
| Avum, LLC Beacon Holdings, LLC |
||
| Name |
Office | |
| David Hart |
President | |
| Derek Watson |
Vice President & Treasurer | |
| David Sirolly |
Vice President & Secretary | |
| Jesse Channon |
Vice President | |
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Cannascend Alternative, LLC
CC California LLC
CC Procurement LLC
Col. Care (Delaware) LLC
Columbia Care DE Management LLC
Columbia Care Maryland LLC
Columbia Care New Jersey LLC
Columbia Care NY LLC
Columbia Care OH LLC
Columbia Care Pennsylvania LLC
Corsa Verde, LLC
Green Leaf Medical of Ohio II LLC
Green Leaf Medical of Ohio III, LLC
Green Leaf Medical, LLC
Green Leaf Medicals, LLC
MJ Brain Bank, LLC
| Name |
Office | |
| David Hart |
President | |
| Jesse Channon |
Vice President | |
| Derek Watson |
Vice President & Treasurer | |
| David Sirolly |
Vice President & Secretary | |
| Cannascend Alternative Logan, L.L.C. Green Leaf Management LLC |
||
| Name |
Office | |
| David Hart |
President | |
| Patriot Care Corp. |
||
| Name |
Office | |
| David Hart |
President, Director | |
| Jesse Channon |
Vice President | |
| Derek Watson |
Vice President & Treasurer | |
| David Sirolly |
Vice President & Secretary | |
| Columbia Care CO Inc. |
||
| 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 | |
| Green Leaf Medical of Virginia, LLC |
||
| Name |
Office | |
| David Hart |
President, Director | |
| Derek Watson |
Vice President & Treasurer | |
| David Sirolly |
Vice President & Secretary | |
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Columbia Care LLC
| Name | Office | |
| David Hart | Chief Executive Officer | |
| Bryan Olson | Chief Human Resources Officer | |
| Derek Watson | Chief Financial Officer | |
| David Sirolly | General Counsel, Secretary | |
| Jesse Channon | President | |
| CC OH Realty LLC | ||
| Name | Office | |
| David Hart | Manager | |
| Columbia Care Industrial Hemp LLC Green Leaf Extracts, LLC Time for Healing, LLC Wellness Institute of Maryland, LLC |
||
| Name | Office | |
| David Hart | President, 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 | |
| TGS Colorado Management LLC | ||
| Name | Office | |
| David Hart | President | |
| Jesse Channon | President | |
| Derek Watson | Vice President & Treasurer | |
| David Sirolly | Vice President & Secretary | |
| 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 | |
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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 |
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% | ||||
| Avum, LLC | Columbia Care LLC | Membership Interest | N/A | 100% | ||||
| Beacon Holdings, LLC | Columbia Care 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% | ||||
| CC California LLC | Columbia Care LLC | Membership Interest | N/A | 100% | ||||
| CC OH Realty LLC | Columbia Care LLC | Membership Interest | N/A | 100% | ||||
| CC Procurement LLC | Columbia Care LLC | Membership Interest | N/A | 100% | ||||
| Col. Care (Delaware) LLC | Columbia Care LLC | Membership Interest | N/A | 100% | ||||
| Columbia Care CO Inc. | Columbia Care LLC | Common Stock | N/A | 100% | ||||
| Columbia Care DE Management LLC | Columbia Care LLC | Membership Interest | N/A | 91% | ||||
| Columbia Care Delaware, LLC | N/A (not-for-profit) | N/A | N/A | N/A | ||||
| 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 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 New Jersey LLC | Columbia Care LLC | Membership Interest | N/A | 92.75% | ||||
| Columbia Care NY LLC | Columbia Care LLC | Membership Interest | N/A | 100% | ||||
| Columbia Care OH LLC | Columbia Care LLC | Membership Interest | N/A | 100% | ||||
| Columbia Care Pennsylvania 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% | ||||
| 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% | ||||
| Infuzionz LLC | Beacon Holdings, 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 | N/A | 100% | ||||
| Rocky Mountain Tillage, LLC | Beacon Holdings, LLC | Membership Interest | N/A | 100% | ||||
| TGS Colorado Management, LLC | Columbia Care LLC | Membership Interest | N/A | 100% | ||||
| Time for Healing, LLC | Green Leaf Medical, LLC | Membership Interest | N/A | 100% | ||||
| Wellness Institute of Maryland, LLC | Green Leaf Medical, LLC | Membership Interest | N/A | 99% |
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INDEX TO EXHIBITS
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| (1) Incorporated by reference to Odyssey Trust Company’s Form T-6 filed with the SEC on April 7, 2025 | ||
| (2) Incorporated by reference to Odyssey Trust Company’s Form T-6/A filed with the SEC on May 2, 2025 | ||
| (3) Incorporated by reference to Odyssey Trust Company’s Form T-6/A filed with the SEC on May 13, 2025 | ||
| (4) Incorporated by reference to Odyssey Trust Company’s Form T-6/A filed with the SEC on May 22, 2025 | ||
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SIGNATURES
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 May 22, 2025.
The Cannabist Company Holdings Inc.
| Attest: | /s/ Jesse Channon |
By: | /s/ David Hart | |||||
| Name: Jesse Channon | Name: David Hart | |||||||
| Title: President | 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
Green Leaf Management LLC
MJ Brain Bank, LLC
| Attest: | /s/ David Hart | |
| Name: David Hart | ||
| Title: President | ||
| Infuzionz LLC | ||
| Rocky Mountain Tillage, LLC | ||
| TGS Colorado Management LLC | ||
| Attest: | /s/ David Hart | |
| Name: David Hart | ||
| Title: Manager | ||
| Col. Care (Delaware) LLC | ||
| Columbia Care LLC | ||
| Attest: | /s/ David Hart | |
| Name: David Hart | ||
| Title: Chief Executive Officer | ||
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CC California LLC
CC OH Realty LLC
Columbia Care DE Management LLC
Columbia Care Industrial Hemp LLC
Columbia Care Maryland LLC
Columbia Care MD LLC
Columbia Care New Jersey LLC
Columbia Care NY LLC
Columbia Care OH LLC
Columbia Care Pennsylvania LLC
Columbia Care WV LLC
Corsa Verde, 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
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. | ||
| 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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