Verano Archives - Green Market Report

StaffMay 11, 2022
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Goodness Growth Holdings, Inc. (CSE: GDNS) (OTCQX: GDNSF) reported financial results for its first quarter ended March 31, 2022. Goodness Growth had total revenue in the first quarter of $15.6 million, an increase of 18.2% as compared to the same time period in 2021. The net loss in the quarter was $14.6 million versus a net loss of $6.9 million in the first quarter of 2021. The variance compared to the prior year was driven by the write-down of Arizona inventory to realizable value, the impairment of long-lived assets, and increased interest expenses.

“Our first-quarter results reflected continued growth across all of our markets besides Arizona, where we have been working through the loss of biomass related to weather impacts we’ve discussed previously,” said Chairman and Chief Executive Officer, Kyle Kingsley, M.D. “The recent launch of flower sales in Minnesota’s medical market is going exceptionally well for our Green Goods retail stores in the state, and we also expect the recent transition to adult-use sales in New Mexico to contribute to stronger sales growth throughout the remainder of this year. Our business will continue to benefit from these recent regulatory transitions in our markets, and we also believe it’s possible that adult-use sales could begin in New York sometime during the second half of 2022.”

Excluding contributions from Ohio and Arizona retail, total revenue increased 34.5% and reflected growth in each of the company’s other markets. Retail revenue excluding Arizona increased 40.3% to $12.4 million in Q1 2022. Wholesale revenue, excluding Ohio increased by 17.3% to $3.2 million, reflecting strong growth in MarylandNew York, and Minnesota, partially offset by a decline in the Arizona market.

Verano Updates

In February, the company announced that it agreed to be acquired by Verano Holdings Corp. in a deal valued at approximately $413 million on a fully-diluted basis.

Kingsley continued, “First quarter results were also impacted by an inventory adjustment in Arizona and impairments of long-lived assets in Arizona and Maryland. Given our pending transaction with Verano Holdings Corp. and the license overlaps in these markets, we’ve revised our operating plans. We recently wound down operations at the outdoor farm in Amado, Arizona, and will no longer pursue the phase two expansion in Massey, Maryland. We are continuing to focus on our expansion in New York, and expect the pending transaction with Verano to close sometime during the fourth quarter.”


StaffApril 27, 2022
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Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) announced its 2021 financial results with fourth-quarter 2021 revenue of $211 million and a net income of $27 million, or 19% of revenue. this was also Verano‘s first quarter to implement U.S. accounting standards called GAAP and audited in accordance with U.S. PCAOB.

For the full year of 2021, revenue increased by 223% to $738 million versus 2020. the company said that on a proforma basis, revenue increased to $760 million, up by 233% compared to 2020. The net loss for the year was $15 million, compared to a net income of $38 million in 2020, driven primarily from depreciation and amortization of acquisitions and expansion capex.

“2021 was a transformational year for Verano, our first as a public company. I am very proud of what we accomplished and remain confident in our ability to build upon this strong foundation to achieve long-term, sustainable growth,” said George Archos, Verano Founder and Chief Executive Officer. “Growth across all our key financial metrics was driven organically, from our core operations and by accretive acquisitions we made throughout the year. We have always focused on driving profitability, which we believe sets us apart in the industry. I was pleased to report results in line with guidance by maintaining our signature, industry-leading margin profile for 2021.”

Verano now has active operations spanning 13 states, consisting of 96 dispensaries and 13 cultivation and processing facilities, with more than one million square feet of cultivation capacity. The company has also entered into a deal to buy Goodness Growth Holdings in order to establish a strong foundation in the attractive markets of New York, Minnesota, and New Mexico upon closing the proposed transaction.

Mr. Archos added, “We significantly increased our national retail and cultivation footprint in 2021 and to date in 2022, with current operations in 13 states, including 96 retail stores and a cultivation footprint exceeding one million square feet. In addition to our expanded operations in Pennsylvania, Nevada and Florida – all of which rank within the top 10 largest cannabis markets in the nation – our Connecticut acquisitions exemplify one of Verano’s core strategies of entering markets that are primed for adult-use transition, allowing us to capture imminent growth. This strategy came to life most recently in New Jersey, where we welcomed Governor Phil Murphy at our Zen Leaf Elizabeth dispensary last week to mark the historic launch of adult-use sales in the Garden State, a day for which we were preparing for nearly a year. We built our operations in New Jersey with legalization of adult-use sales in mind, and we have more than adequate supply to support ongoing strong demand that continues to surpass expectations. Finally, upon closing, our transformational acquisition of Goodness Growth will strengthen Verano’s position as one of the country’s top multi-state operators by footprint in key markets, including New York and Minnesota, while positioning the Company to continue delivering industry leading profitability.”

As of December 31, 2021, Verano said its current assets were $274 million, including cash and cash equivalents of $99 million. The company had working capital of ($196) million and total debt, not including lease liabilities and net of issuance costs, of $290 million.


Debra BorchardtMarch 11, 2022
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Goodness Growth Holdings, Inc. (CSE: GDNS)(OTCQX: GDNSF) reported financial results for its fourth quarter and full-year ending December 31, 2021. Total revenue in the fourth quarter was $13.7 million, an increase of 10.5% versus the same time period in 2020. Excluding contributions from PennsylvaniaOhio, and Arizona retail, total revenue increased 23.8%. Retail revenue excluding Arizona and Pennsylvania increased 33.8 percent to $10.8 million in Q4 2021 and reflected growth in each of the Company’s other retail markets. Wholesale revenue, excluding Pennsylvania and Ohio, declined by 5.6% to $2.2 million, with the decline primarily driven by the continued impact of crop loss in Arizona which occurred during the third quarter, partially offset by growth in New York and Maryland.

Goodness Growth also reported a net loss in the quarter of $12.7 million, versus a loss of $2.3 million in 2020 for the same time period. The company attributed the increase to higher production costs, operating, and other expenses, offset partially by the gain on the disposition of the company’s former dispensary in Arizona during the quarter.

“Our fourth-quarter results reflected continued growth across most of our markets, but we continued to experience the negative impact of crop loss in Arizona we’ve previously discussed which occurred during the third quarter,” said Chairman and Chief Executive Officer, Kyle Kingsley, M.D. “Wholesale sales in Arizona increased sequentially as compared to Q3, but the loss of biomass continued to impact gross margin performance. Revenue increased across the rest of our operating markets in Q4, and we’re looking forward to contributions from flower sales beginning in Minnesota in Q1 and adult-use sales in New Mexico in Q2.”

2021 Full Year Results

Goodness Growth reported total revenues increased by 10.6% over last year to $54.4 million, including the company’s former subsidiaries in Pennsylvania and Ohio, and its former dispensary in Arizona. Excluding contributions from PennsylvaniaOhio, and Arizona retail, full-year revenue increased 30.8%. Retail revenue excluding Arizona and Pennsylvania increased 33.3% to $39.6 million in 2021 and reflected growth in each of the company’s retail markets. Wholesale revenue, excluding Pennsylvania and Ohio, increased by 21.3% to $9.7 million. The net loss in 2021 was $33.7 million, compared to a loss of $22.9 million in the fiscal year 2020. The variance compared to the prior year was driven by increased operating and other expenses and higher interest expenses, as well as the non-recurrence of the gain on disposition of assets in the prior year.

Total operating expenses were $40.3 million, or roughly flat compared to $40.2 million in the fiscal year 2020. Increases in salaries and wages, professional fees, general and administrative expenses, and amortization and depreciation expenses were offset by a reduction in share-based compensation as compared to the prior year. The increase in salaries and wages, and general and administrative expenses were driven by significant operational buildout across the Company’s various operating markets, and the reduction in share-based compensation was driven by the non-recurrence of warrant vesting which occurred in the fiscal year 2020.

“Smokeable flower sales began in Minnesota’s medical market on March 1, and early indications suggest Minnesota flower sales will be our strongest driver of revenue growth until adult-use sales commence in the State of New York. We continue to focus on the development of our new dispensaries in New York, as well as the construction of our new indoor cultivation facility, and expect these activities to continue through the closing of the previously-announced, pending transaction to be acquired by Verano Holdings Corp. Finally, given this pending transaction, we no longer intend to provide frequent updates of our future performance expectations, and as a result, are withdrawing our previous outlook at this time.”

On February 1, 2022, goodness Growth announced that it has entered into a deal to be acquired by Verano Holdings Corp. in an all-share transaction valued at the time of announcement of approximately $413 million on a fully-diluted basis.


Debra BorchardtMarch 4, 2022
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This story was republished from Crain Chicago.

Overcoming a legal hurdle facing most landlords, Verano Holdings is poised to become the first major cannabis company to rent office space in a top-tier building in Chicago.

DANNY ECKER 

One of Chicago’s publicly traded marijuana companies is close to leasing space for a new headquarters in River North, a potential breakthrough for cannabis firms that have struggled to find landlords willing or able to sign them to office deals.

Verano Holdings (OTC: VRNOF) is in advanced talks to sublease roughly 24,000 square feet at 515 N. State St., according to multiple people familiar with the negotiations. The deal would mark an expansion and relocation from its current headquarters in the vintage loft office building at 415 N. Dearborn St.

Sources familiar with the company’s search said Verano is considering two different sublease offerings in the building: One in the lower portion of the property leased to restaurant software company Toast and another higher in the building leased to marketing communications firm Dentsu Aegis Network. Both spaces have been listed as available for sublease throughout much of the COVID-19 pandemic.

If Verano completes a deal with either, it would become the first major cannabis company to lease office space in a top-tier building in Chicago. Such deals have been difficult to consummate because marijuana remains illegal at the federal level, even though it is now legal under Illinois law. That has prevented many building owners from getting approval for cannabis company leases from their lenders, particularly large, institutional banks wary of running afoul of federal rules.

But Verano is spotlighting a solution through the sublease market, since its agreement would be exclusively with another tenant in the building and not the building owner itself. Landlords typically must consent to sublease agreements in their buildings, and sources familiar with the negotiations said 515 N. State owner Beacon Capital Partners would not block a Verano sublease agreement.

A spokeswoman for Beacon declined to comment, and spokesmen for Verano, Dentsu and Toast did not provide comments.

The sublease could open the door for other cannabis companies in a market that is home to the emerging titans of the weed industry. Verano, Green Thumb Industries, and Cresco Labs are three of the five biggest public companies in the United States that grow and sell marijuana. One of the largest privately held players in the space, PharmaCann, is also based here.

Verano has roughly tripled headcount at its main office to about 120 since it went public a year ago, according to a company source, prompting the need for more office space. The State Street office would be more than double the size of the company’s current spot on Dearborn.

Downtown office landlords would love to see more companies from the expanding cannabis sector lease up available office space, even if it’s on the sublease market. Office vacancy in the central business district hit an all-time high last year, partly driven by a flurry of sublease listings from companies trying to shrink their footprint after adapting to the rise of remote work during the public health crisis. There was 83% more downtown office space available for sublease last month than there was when the pandemic began, according to data from brokerage CBRE.

Cannabis companies could help occupy some of that, taking out some formidable competition landlords are grappling with today. In the meantime, building owners are closely watching the federal SAFE Banking Act, a bill that would carve out the ability for banks to do business with cannabis companies. That measure was originally proposed in 2017 and has won approval from the House of Representatives as recently as last month, but it has not been able to move out of the Senate.

Boston-based Toast listed half of its State Street office for sublease in July 2020, just six months after it leased nearly 50,000 square feet in the building following its acquisition of another Chicago-based restaurant software company, StratEx. Publicly traded Toast disclosed early in the pandemic that it would cut 50% of its staff through layoffs and furloughs, freeze hiring and pull back job offers due to fallout from the pandemic.

Dentsu became the largest tenant in the 29-story building in 2019 when it more than doubled its footprint to 126,000 square feet, a move that consolidated multiple offices in Chicago under the umbrella of London-based Dentsu. The company subsequently listed more than 40,000 square feet on the sublease market during the pandemic, though it’s unclear what prompted the offering.

The Dentsu and Toast deals were part of a crucial leasing bounce-back at the State Street building for Beacon and co-owner Ivanhoe Cambridge. Their venture saw a nearly 400,000-square-foot anchor tenant deal with embattled tech company Outcome Health crater after Outcome’s investors sued the company, alleging its leadership inflated results. But new deals inked with Dentsu, Toast and co-working provider WeWork helped shore up the building’s rent roll before the pandemic put a clamp on office demand.

The building today is 71% leased, according to real estate information company CoStar Group. That’s below the 80% average for downtown office buildings at the end of 2021, CBRE data shows.

Crain’s reporter John Pletz contributed.


StaffFebruary 1, 2022
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This story is republished from Crain’s Chicago and written by John Pletz.

Verano (OTC: VRNOF), one of Chicago’s big cannabis companies, is moving into the coveted New York market with a large acquisition.

In an all-stock deal valued at $413 million, Chicago-based Verano is buying Goodness Growth Holdings, which has 18 dispensaries, five cultivation centers and a research and development facility.

The deal gives Verano access to New York, one the nation’s largest potential markets, which is poised to allow recreational marijuana sales next year. Chicago rivals Green Thumb Industries, Cresco Labs and PharmaCann already are in New York, where acquisitions offer a key advantage: Only existing medical-marijuana license holders can be vertically integrated, operating both cultivation and retail facilities.

“We have always viewed New York as a strategic market to solidify our existing east coast presence, particularly ahead of the state’s adult-use rollout, as we further expand the Verano platform and exceed a milestone of operating more than 100 dispensaries across the country,” said George Archos, Verano Founder and Chief Executive Officer. “Adding the New York, Minnesota and New Mexico markets to our portfolio, with full vertical integration, provides Verano with a solid foundation for future growth. We’re excited to welcome new colleagues to the Verano family and look forward to serving patients and consumers in communities across these great states.”

Goodness Growth also operates eight dispensaries in Minnesota, which is expanding its medical-marijuana program to include smokable products and edibles. GTI recently acquired LeafLine Industries.

“After an extensive evaluation process, George and the Verano team are unquestionably the ideal partners to take our business to the next level,” said Goodness Chairman and Chief Executive Officer, Kyle Kingsley, M.D. “Evidenced by their strong leadership team, sound operating principles, core values, and sustained growth, Verano continues to reach new heights as one of the top multi-state cannabis operators. We are confident in Verano’s ability to foster future growth opportunities for our employees and deliver an exceptional experience for our patients and consumers.”

Verano’s ability to pull off an all-stock deal is surprising, given that marijuana stocks have been pounded. Verano’s stock was trading at about $10.50 per share, near its IPO price a year ago. The stock is down by one-third in the past six months, and its peers are off 30% to 40%.

Verano has 93 dispensaries and 12 cultivation and production facilities in 15 states. With the acquisition, it will add New York, Minnesota and New Mexico and grow to 17 cultivation facilities and 111 dispensaries. The company estimates the new markets will generate nearly $14 billion in revenue between now and 2026.

Verano, which got its start in the Illinois market, has been an aggressive deal maker, completing 16 acquisitions since it went public last year. It moved into Pennsylvania, a strong market for medical marijuana that’s expected to allow recreational use soon, as well as Arizona, which began recreational sales last year.


Debra BorchardtNovember 16, 2021
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Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) announced its results for the third quarter ended September 30, 2021, with revenues of $207 million, which increased over the second quarter’s revenue of $199 million. Unfortunately, this missed the average analyst estimates by Yahoo Finance for revenue of $299 million. Still, this was almost double over last year’s $101 million for the same time period. The revenues are calculated on a pro forma, consolidated basis accounting for the AltMed acquisition as if completed on January 1, 2021. The average estimate for earnings was $0.24, which Verano easily beat by reporting earnings of $0.33 per share.

Verano’s net income, including the impact of biological assets, was $103.7 million. The company said that excluding the impact of biological assets, net income was $15 million in the third quarter of 2021 versus $32 million reported in the second quarter of 2021. Cash flow from operations was $68 million and free cash flow was $35 million. The third quarter adjusted EBITDA was $111 million or 54% of revenue compared to $81 million or 41% of revenues in the prior quarter. Third quarter EBITDA on an unadjusted basis was $107 million or 52% of revenues.

“Our third-quarter results demonstrated the company’s fundamental strengths, highlighted by our industry-leading bottom-line performance that included $111 million in adjusted EBITDA, or 54% of revenue, and 33% sequential growth in gross profit,” said George Archos, Verano CEO and Founder. “We’ve expanded the Verano platform considerably, adding vertically integrated operations in Connecticut ahead of the adult-use transition and adding depth in Pennsylvania, Nevada, and Florida. We believe that we’re positioning the Company well for long-term topline growth while targeting a low-40s EBITDA margin profile heading into 2022 and beyond.”

Since the quarter ended, Verano secured additional, non-dilutive liquidity to support further inorganic growth, upsizing its credit facility by $120 million while lowering its cost of capital. The restated credit agreement also provides the option for an additional $100 million term loan at the same non-dilutive rate. In November, Verano announced three accretive acquisitions in Connecticut, including two active dispensaries and one 217,000 square foot cultivation and a production facility. The company is comfortable with its current assets on a consolidated basis at $629 million, including cash and cash equivalents of $57 million.

As of the date of this earnings report, Verano has 89 operating dispensaries and 12 cultivation and production facilities.


StaffNovember 10, 2021
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Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) is leaning into Connecticut by deciding to acquire Caring Nature, LLC and Connecticut Pharmaceutical Solutions, Inc., along with the closing of its acquisition of Willow Brook Wellness, LLC. Caring Nature owns an active dispensary in Waterbury, CT; Connecticut Pharmaceutical Solutions owns an operating cultivation and production facility in Rocky Hill, CT; and Willow Brook Wellness holds an active dispensary in Meriden, CT. Collectively, these acquisitions expand Verano’s presence on the East Coast with the addition of vertically integrated operations in the attractive Connecticut market. Adult-use cannabis retail sales are anticipated to begin in the state by the end of 2022.

“We are excited about the continued expansion of both our national platform and our East Coast hub. Entering the Connecticut market ahead of its adult-use transition provides a clear runway for sustainable, long-term growth,” said George Archos, Verano Founder and Chief Executive Officer. “These acquisitions are well-aligned with our broader growth strategy, and further strengthen our operational bandwidth by bringing management teams on board that have demonstrated multi-disciplinary savvy and a keen understanding of the Connecticut market in both the retail and wholesale channels.”

Connecticut

At this time Connecticut is a medical-only state. In August, the state Office of Fiscal Analysis published its anticipated cannabis earnings report with an expected $4.1 million in state and local cannabis taxes for the 2022 fiscal year. By the 2026 fiscal year, that grows to an annual $73.4 million. The nonpartisan office’s estimates fall significantly short of past projections that were used as a reason to support legalization efforts. Certain provisions of the state’s marijuana law were made immediately effective in august such as allowing adults 21 and older to possess up to 1.5 ounces of cannabis.

The state is currently working towards creating an adult-use program. But for now, medical cannabis patients were allowed to start growing up to six plants. Consumers that want to grow for recreational use will need to wait until July 1, 2023. Beginning July 1, 2022, individuals in the state can also petition to have cannabis records expunged.


Debra BorchardtAugust 10, 2021
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Verano Holdings Corp. (CSE: VRNO) (OTCQX: VRNOF) delivered its results for the second quarter ending June 30, 2021, as revenues increased 39% sequentially and 164% from the second quarter of 2020 to $198 million. It was a big miss versus the Yahoo Finance average analyst estimate for revenue of $241 million. Verano noted that the financial information was reported on a pro forma consolidated basis accounting for the AltMed acquisition as if completed on January 1, 2021, and all currency is in U.S. dollars.

Verano reported that its net income, including the impact of biological assets, was $6.8 million. Excluding the impact of biological assets, net income was $32 million in the second quarter of 2021, compared to $8 million in the first quarter of 2021. The earnings per share reported by Verano were $0.05 for basic and $0.02 for diluted. This was a big miss versus the average estimate for earnings of $0.32.

“This was a very strong quarter, particularly in topline revenue growth, which reflects our proven ability to execute in both the retail and wholesale verticals,” said George Archos, Verano CEO and Founder. “We executed exceptionally well on our expansion plans in the second quarter, adding 16 dispensaries to our footprint between new doors opened and acquisitions closed, providing an additional runway for growth in core markets such as Arizona, New Jersey, Pennsylvania, Illinois, and Florida. Building on this momentum, we anticipate exiting the year with an annual revenue run rate approaching $1.1 billion.”

Expenses climbed as Verano reported SG&A expenses were $53 million, or 27% of revenue, compared to $29 million, or 20% of revenue, in the first quarter of 2021. However, no worries as the company is sitting on a pile of cash. As of June 30, 2021, the company’s current assets on a pro forma consolidated basis were $572 million, including cash and cash equivalents of $150 million. Verano said it had working capital of $285 million and total debt, not including lease liabilities and net of issuance costs, of $131 million. Total liabilities are $708 million, which were only $216 million at the end of 2020.

After The Quarter

Verano continued to build its empire after the quarter closed. In July, Verano completed the acquisitions of Agri-Kind and Agronomed Biologics in Pennsylvania, allowing for vertical benefit realization in the state by adding an active 62,000 square foot, indoor cultivation and production facility, and a permit to build out a second cultivation facility and six additional dispensaries—two of which it has already opened. Also in July, Verano maximized its retail footprint in Ohio with five dispensaries upon closing its acquisition of Mad River Remedies, LLC, a high-volume storefront in Dayton. Before July ended,  Verano strategically expanded its presence into Northern Nevada with the announcement of its planned acquisition of Sierra Well, which will add approximately 10,000 square feet of active cultivation and production capacity, and two top-performing dispensaries in Reno and Carson City.

Verano currently has 83 operating dispensaries and said it expects to hit 90 by the end of 2021.


Debra BorchardtJuly 26, 2021
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 Verano Holdings Corp. (CSE: VRNO) (OTCQX:  VRNOF) is buying WSCC, Inc., also known as Sierra  Well, adding two operational dispensaries and an active cultivation and production facility in Nevada along with two real estate properties in Carson City and Reno. The acquisition is a cash and stock deal valued at $29 million with $5.6 million in cash up front and the rest in stock. It is expected to close once approvals are received for the two medical cannabis cultivation licenses; two adult-use cultivation licenses; two medical cannabis dispensary licenses; two adult-use dispensary licenses; one medical production license; one adult-use product manufacturing license; and one adult-use distribution license. 

“We’ve been operating successfully in Nevada since 2017 and have maintained focus on growing our presence in this highly attractive state. Following completion of this accretive transaction,  Nevada will become a core market for us. We are pleased to strategically expand our distribution in Nevada while partnering with a like-minded ownership group that has built a profitable business through sound operational management,” said George Archos, Verano Founder, and  CEO. “We look forward to expanding Verano’s retail presence into Northern Nevada and bringing  our house of premium brands to more patients and consumers in a region that’s rife with natural  beauty and draws significant tourism from around the country.” 

Sierra Well was going to be bought by iAnthus in 2019 for $27.6 million. At that time Sierra Well had unaudited annual revenue of approximately $16 million with an EBITDA (non-IFRS) margin above 20% and positive net income. One year later, iAnthus said it had terminated the agreement as it was beginning to unravel.

The move is expected to strengthen the company’s distribution capability in Northern Nevada with the addition of an approximately 10,000 sq. ft. Reno cultivation and production facility, which will complement the active expansion at the Verano-affiliated cultivation facility in North Las Vegas. The company said that both dispensaries are located along busy retail corridors and just minutes from their respective city centers. 

In addition, Verano said in a statement that it will broaden its Nevada supply chain while increasing the dispensary count between Verano and its affiliates to four active storefronts, with a fifth planned location to open in Las Vegas later this summer. 


Debra BorchardtJune 7, 2021
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Cannabis Law Reports reported that Sol Global (OTC: SOLCF) lost the first round in its lawsuit with investor MMCap. Sol Global had filed a case in the state of New York regarding the repayment of a $50 million loan. At the heart of the lawsuit is a big chunk of Verano shares, which MMCap and the 1235 Fund say belong to them as an option for the repayment of the loan, while Sol Global claims the shares belong to them alone and that all the 1235 Fund gets is a cash repayment.

Judge Jennifer Schecter wrote that of all interested parties only one, Verano Blocker 2, specifically agreed to New York as a place of jurisdiction. She also described the group as “sophisticated parties” suggesting all the parties understood what had been agreed to for jurisdiction. MMCap and the 1235 Fund filed their case in Ontario, which Judge Schechter said was consistent in the other clauses in the agreements signed by the parties.

“In the end, defendants never consented to personal jurisdiction in New York or waived the objection; thus, this action is dismissed. Moreover, jurisdictional discovery is unwarranted because the complaint does not make a sufficient start at suggesting there could even possibly be a basis for New York jurisdiction,” wrote the Judge in her two-page decision.

Sol Global did not respond to a request for comment.

Sol Global & The 1235 Fund History

The conflict between the two parties arose after Sol Global began claiming that MMCap and 1235 Fund had no rights to the Verano shares as repayment for a loan. Sol Global was in a cash crunch back in July 2019. The one thing of potential value it owned was a large investment in the privately-held cannabis company Verano. MMCap bought the debenture through what was called the 1235 Fund giving Sol $50 million with the risk that Sol could possibly go under and not repay the $50 million or the Verano shares could end up being worth much less than the $50 million it had spent. At the time, it was a risky deal as it was difficult to determine the outcome. Cannabis stocks were suffering through a tremendous bear market and valuations had plunged across the board.

At one time, Harvest Health & Recreation (HRVSF) had said it was going to acquire Verano in a deal valued at $850 million, but then the deal unraveled. Both parties agreed to terminate it and walk away. This is where the disagreement begins between Sol and MMCap. Sol claims that once the Harvest deal was over, that MMCap had no options to receive the stock as payment, and that MMCap could only get a cash payment.

MMCap says that isn’t true and even includes in its lawsuit the language from the debenture document that seems to support its claim to having an equity option. The debenture language according to MMCap says that if the Harvest deal didn’t happen, MMCap would receive 1,730,794 shares of Verano. MMCap says that the termination of the Harvest deal actually had the opposite effect to what Sol claims. Instead of getting paid in cash, the debenture language says that the termination of the deal meant MMCap would have to accept the Verano shares as payment. At that time, Sol would have been able to walk away from the $50 million debenture by only having to turn over the shares which looked to be worth far less than they are today. MMCap also says in its lawsuit that Sol wasn’t paying its interest payments on time and could only pay what it owed in tranches.

According to a court document filed in Canada, MMCap wants its repayment in the form of those Verano shares. It is insisting that it has the option to request payment in shares, which could be worth as much as $500 million. MMCap was supposedly trying to resolve the matter between the parties, but during those discussions, Sol Global filed this lawsuit in New York saying that MMCap did not have the option to choose Verano shares as a form of repayment and that it would instead pay the debenture amount in cash. Now that Sol Global has lost this initial round, it looks like the case conflict will remain in Canada.


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