Following its earnings announcement on Monday after the close, MedMen Enterprises Inc. (CSE: MMEN) (OTCQX: MMNFF) said that it was making certain amendments to its $250 million senior secured convertible credit facility arranged by Gotham Green Partners including changes to the company’s board. MedMen said it has agreed to form a committee to select new independent directors to be appointed or elected to the board, which directors would form a majority of the board. MedMen said it will propose director candidates to this committee for consideration and approval.
Changes To The Terms
MedMen said that the aggregate amount that remains available to be borrowed has not changed, but “In order to minimize dilution given the current capital market environment, both parties have agreed to amend the size of both Tranche 3 and Tranche 4, as well as the timing of Tranche 3. Tranche 3 now consists of $10 million in available credit and Tranche 4 consists of $115 million in available credit. The parties anticipate that Tranche 3 will be funded within 30 days instead of the originally proposed date in December 2019.”
The larger Tranch 4 will require the consent of both MedMen and Gotham Green under the Facility. Some of the reporting and financial covenants under the Facility have also been modified to provide MedMen with additional balance sheet flexibility. Changes in the covenants included a reduction in required minimum cash balances, removal of restrictions on equity issuances and an additional ability to spin-out or borrow against certain non-core assets, in addition to sales and indebtedness that were permitted prior to the amendment.
MedMen’s Deals With Gotham Green
In March of this year, MedMen signed a binding term sheet for a senior secured convertible credit facility of up to $250 million from funds managed by cannabis investor Gotham Green Partners. MedMen said at the time that it thought this was the largest investment to date by a single investor in a publicly-traded cannabis company with U.S. operations. At that time, the stock was trading over C$4 on the CSE and $3 plus change on the OTC.
Then in July, MedMen went back to Gotham Green with participation from Wicklow Capital, agreed to an additional $30 million in an equity commitment to MedMen, bringing the total financing commitment to $280 million. To date, Gotham Green Partners had funded $100 million of the total commitment.
The terms were amended to reflect the drop in the company’s share price. “Pursuant to Tranche 1 of the Facility will be changed from $3.29 to $2.55, which represents a 12% premium over the Company’s 20 trading day VWAP as of July 8, 2019.” In addition, Gotham Green Partners and Wicklow Capital have committed to a $30 million non-brokered financing of Subordinate Voting Shares at a price equal to $2.37 per share. The Equity Placement is conditional upon the satisfaction of customary conditions, including but not limited to the receipt of all necessary approvals. MedMen shares in July were trading at approximately $2.53.
One month later, the deal was amended again. In August, MedMen said that the conversion price was lowered to $2.55 for the first Tranche. The second Tranche conversion price was dropped to $2.17. The second Tranche was expected to be for $75 million and that has dropped to $50 million. “The gross proceeds from the Equity Placement together with the remaining financing commitment under the Facility total US$155 million.”
So, in August it was no longer a $250 million investment, but now it is back to being characterized as a $250 million investment.