Curaleaf Holdings, Inc. completed the acquisition of Bloom Dispensaries for $230 million.
January 17, 2022
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Curaleaf Holdings, Inc. (CNSX:CURA) entered into a definitive agreement to acquire Bloom Dispensaries for approximately $210 million on December 28, 2021. Under the terms of agreement, consideration was in an all cash transaction valued at approximately $211 million with target working capital. Under the terms of the agreement, Curaleaf will pay $51 million in cash at closing, with the remaining approximately $160 million paid in three promissory notes of $50 million, $50 million, and $60 million due, respectively, on the first, second and third anniversary of closing of the transaction. The notes will be recourse only to shares and assets of Bloom and will not be guaranteed by any Curaleaf entity. The proposed transaction with Bloom includes four retail dispensaries located in the cities of Phoenix, Tucson, Peoria, and the only dispensary currently in Sedona, with a combined population of over 2.3 million and drawing millions of tourists every year. Matt Darin will become President of Curaleaf Holdings, Inc., which is effective immediately. The transaction is subject to customary approvals and conditions and is expected to close in January 2022. Acquisition of Bloom will be immediately accretive to our adjusted EBITDA margins upon close.
Curaleaf Holdings, Inc. (CNSX:CURA) completed the acquisition of Bloom Dispensaries for $230 million on January 18, 2022. Total consideration for Bloom consisted of $71 million in cash, which included a working capital adjustment of $19.9 million at close, and three promissory notes with face values of $50 million, $50 million, and $60 million due, respectively, on the first, second and third anniversary of closing of the transaction. The purchase price is subject to standard adjustments based on the actual working capital in the company at close. The final promissory note is a convertible promissory note with a principal amount of $60 million, which matures in January 2025 and bears interest at a rate of 4% per annum. Bloom Dispensaries 2021 revenue of approximately $66 million and EBITDA margins of more than 40%.
Curaleaf Holdings, Inc. is an international provider of consumer cannabis products. The Company and its brands, including Curaleaf, Select, Grassroots, JAMS, Find and Zero Proof provide selection and accessibility across the medical and adult use markets. It operates in approximately 17 states and owns and operates 147 dispensaries and 21 cultivation sites with a focus on states, including Arizona, Florida, Illinois, Massachusetts, New Jersey, New York and Pennsylvania. It cultivates, processes, markets and/or dispenses a range of permitted cannabis products across its operating markets, including flower and pre-rolls, dry-herb vaporizer cartridges, concentrates for vaporizing such as pre-filled vaporizer cartridges and disposable vaporizer pens, concentrates for dabbing, such as mints, topical balms and lotions, tinctures, lozenges, capsules and edibles. Through Curaleaf International Holdings Limited, it has a supply and distribution network throughout the European market.