Ascend Wellness Holdings, Inc. announced it has received commitments for a private placement of $235 million of its 12.75% Senior Secured Notes due 2029 (the "Notes"). The Notes are expected to be issued at a price of 94.75% of face value (the "Offering"). The Company intends to use the net proceeds of the Notes, together with cash on hand, to prepay $215 million of principal amounts outstanding under its existing term loan (the "Term Loan").

The partial refinancing of the Term Loan through the issuance of new senior secured notes is a strategic move expected to enhance the Company's financial flexibility and strengthen its balance sheet. The Offering is expected to close on or about July 16, 2024, subject to customary closing conditions. In connection with the Offering, on June 28, 2024, the Company entered into an amendment agreement with the required lenders under its Term Loan, pursuant to which certain terms of the Term Loan were amended to, among other things, permit the issuance of the Notes.

The $60 million of principal remaining outstanding under the Term Loan may be carried through to the existing maturity at 9.5% interest. The Notes will be senior secured obligations of the Company and will bear interest at a rate of 12.75% per annum, payable semi-annually in arrears until their maturity date, unless earlier redeemed or repurchased in accordance with their terms. The Notes will mature on July 16, 2029. At any time and from time to time after the closing of the Offering, the Company may redeem all or a part of the Notes at certain specified redemption prices, including for the first two years at par.

The Notes will be irrevocably and unconditionally guaranteed, jointly and severally, on a senior secured basis, by certain of the Company's subsidiaries (the "Guarantees"). The Notes and the Guarantees will be secured, on a first lien basis, by substantially all assets of the Company and certain of its subsidiaries, subject to certain carveouts. The Notes and the Guarantees will be issued under and governed by an indenture to be entered into on closing of the Offering.

The Notes are being offered on a private placement basis in certain provinces and territories of Canada pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws. The Notes may also be sold in the United States to or for the account or benefit of "U.S. persons" (as defined in the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), on a private placement basis to "qualified institutional buyers" and "accredited investors" pursuant to an exemption from the registration requirements of the U.S. Securities Act, and in such jurisdictions outside of Canada and the United States as may be agreed upon by the Agent and the Company, in each case in accordance with applicable laws. The Notes to be issued will be subject to a customary four-month hold period under Canadian securities laws.