Trulieve Cannabis Corp. (OTC: TCNNF) is buying Harvest Health & Recreation Inc. (OTCQX: HRVSF) in a deal valued at approximately $2.1 billion based on the closing price of the Trulieve Shares on May 7, 2021. The combined businesses will have operations in 11 states, comprised of 22 cultivation and processing facilities with a total capacity of 3.1 million square feet, and 126 dispensaries serving both the medical and adult-use recreational cannabis markets.
“Today’s announcement is the largest and most exciting acquisition so far in our industry, creating the most profitable public multi-state operator. Importantly, our companies share similar customer values with a focus on going deep in core markets. This combination offers us the opportunity to leverage our respective strong foundations and propel us forward with an unparalleled platform for future growth,” stated Kim Rivers, Chief Executive Officer of Trulieve. “Harvest provides us with an immediate and significant presence in new and established markets and accelerates our entry into the adult-use space in Arizona. Trulieve and Harvest are leaders in our markets, recognized for our innovation, brands, and operational expertise with true depth and scale in our businesses. We look forward to providing best-in-class service to patients and customers on a broader national scale as we create an iconic US cannabis brand.”
The most directly comparable GAAP financial measure for Adjusted EBITDA is Net Income (loss), which on a combined basis for Trulieve and Harvest for the fiscal year ended December 31, 2020, was $3.4 million. The combined adjusted EBITDA for 2020 would be $250 million.
Terms of the Deal
Trulieve will acquire all of the issued and outstanding Harvest Shares, with each Harvest Shareholder receiving 0.1170 of a Trulieve Share for each Harvest Share, implying a price per Harvest Share of US$4.79, which represents a 34% premium to the May 7, 2021 closing price of the Harvest Shares. Harvest Shareholders will hold approximately 26.7% of the issued and outstanding pro forma Trulieve Shares (on a fully diluted basis). There is a $100 million reciprocal termination fee under certain circumstances and reciprocal expense reimbursement provisions under certain circumstances.
“We are thrilled to be joining Trulieve, a company that has achieved unrivaled success and scale in its home state of Florida,” said Steve White, Chief Executive Officer of Harvest. “As one of the oldest multi-state operators, we believe our track record of identifying and developing attractive market opportunities combined with our recent successful launch of adult-use sales in Arizona will add tremendous value to the combined organization as it continues to expand and grow in the coming years.”
Trulieve has been delivering a steady flow of earnings and has been methodically expanding its reach beyond Florida. Harvest Health, however, has had a string of acquisitions, some of which closed, while others were terminated or resold. While the companies revenues had been increasing, so has its debt. Harvest ended the third quarter of 2020 with approximately $63 million in cash and $294 million in debt. The company said it had sufficient capital to service its debt in 2020 and 2021. On October 28, Harvest completed a bought deal financing, raising gross proceeds of approximately $34.5 million. Debt service for the remainder of the year is approximately $15.2 million and the company extended the debt maturity of $6.5 million due in October 2020, by one year to October 2021.