Cannabis SPAC (special purpose acquisition company) Greenrose Acquisition Corp. (NASDAQ: GNRSU, GNRS, GNRSW) has entered into definitive agreements to acquire four cannabis companies, which it has dubbed The Platform. The companies are Shango Holdings Inc. (Shango), Futureworks LLC (d/b/a The Health Center), Theraplant, LLC, and True Harvest, LLC. The total initial transaction value is $210 Million with a maximum earnout of $110 million. Greenrose plans to initiate an offering of $150 million in equity and debt securities and plans to use the net proceeds for the acquisition of the Platform and general corporate purposes.
Greenrose said it will be renamed The Greenrose Holding Company Inc. and is expected to transition its listing from the Nasdaq Capital Market to the OTCQX Best Market. Additionally, Greenrose intends to list on the NEO exchange after the close of the transaction. The Platform will have operations in seven states, including nine dispensaries and over 300,000 sq. ft. of cultivation producing approximately 120,000 lbs. of flower per year. The pro forma 2021 revenue and adjusted EBITDA guidance is $158 Million and $56 Million, respectively.
“The companies we are bringing to market fully align with Greenrose’s core objectives,” said Mickey Harley, CEO, and Director of Greenrose. “We are targeting strategic assets in several key states that present opportunities for further consolidation as we seek to deepen our presence, particularly in the West. Additionally, we are entering high growth, limited license markets, and newly recreational markets. The Platform provides significant revenue, Adjusted EBITDA, and cash flow right out of the gate, which we expect will help us drive our growth strategy.
“Across the Platform, we are targeting acquisitions with the highest quality retail alignment and superior cultivation capabilities, selling the most reputable products in their respective markets at premium prices. On a state-by-state level, we plan to build upon high growth, limited license markets like Nevada, as well as newly recreational and limited license markets like Arizona and Michigan. In emerging medical markets with recreational potential like Connecticut, where our company is generating strong cash flow, we are excited about this growth potential as the market evolves. In established but highly fragmented markets like California, Colorado and Oregon, the goal will be to take advantage of the consolidation opportunities those markets offer, recognizing the favorable risk-reward dynamics of such markets vis-à-vis the newer, limited license markets. We also anticipate evaluating select distressed and undervalued assets.”
Platform Overview by State
|STATE||FOOTPRINT AND HIGHLIGHTS|
|Arizona||One 74,000 ft² cultivation facility and one processing facility|
|California||One dispensary, one distribution business|
|Colorado||Three dispensaries, three cultivation facilities with 58,500 ft² of total cultivation capacity and one processing facility|
|Connecticut||One 68,000 ft2 combined cultivation, processing, manufacturing and packaging facility under expansion to add another 30,000 ft2; one of four exclusive growers statewide|
|Michigan||Three dispensaries, one 25,000 ft² cultivation facility and two processing facilities|
|Nevada||One dispensary, one 20,000 ft² cultivation facility with room to expand to 50,000 ft² and one processing facility|
|Oregon||One dispensary and an additional dispensary license, two cultivation facilities totaling 10,000 ft² of indoor capacity and 3|
Paul Otto Wimer, Greenrose President, commented: “Our collective executive management team has extensive M&A experience and has multi-decade experience in business leadership, operational management and corporate finance. We expect the potential pipeline of longer-term opportunities to expand now that recreational legalization has become more widespread following the 2020 election. As we develop and expand our Platform, we plan to leverage the experience of our combined management team and our scale to accelerate growth.”
|Company||Key Geography and Assets||Highlights|
|The Health Center||