Greenrose Acquisition Corp. (OTC: GNRSU, GNRS, GNRSW) (Greenrose),
a special purpose acquisition company targeting companies in the
cannabis industry, has entered into agreements for up to $103
million in capital from SunStream Bancorp (“SunStream”), a joint
venture initiative sponsored by Sundial Growers Inc. (Nasdaq:
SNDL). SunStream’s investment comprises $78 million in a
multi-tranche senior secured loan facility and $25 million in
unsecured convertible notes.
With the closing of the SunStream financing, and assuming no
redemptions of Greenrose stockholders, the company will have up to
$276 million to fund its growth strategy. In addition to the senior
secured loan and convertible notes, Greenrose reserves the right to
raise additional capital in a private placement, in the form of
both unsecured convertible notes and common stock, from accredited
and institutional investors.
The closing of the SunStream financing is expected to occur
simultaneously with Greenrose’s anticipated closing of its de-SPAC
business combination and is subject to customary closing
conditions.
“We are grateful for the support of our lenders and investors as
we continue to work towards closing our business combination,” said
Mickey Harley, CEO of Greenrose Acquisition Corp. “This additional
capital gives us greater flexibility to execute on our growth
objectives, and we will remain focused on creating value for our
shareholders as we transition to an exciting and dynamic operating
company. Importantly, this investment from and partnership with
SunStream is both financially and strategically advantageous to
Greenrose. Both Greenrose and SunStream are aligned in closing our
Business Combination and continuing the growth of Greenrose.”
Additional terms of the loan and of the private placements are
expected to be disclosed in subsequent filings with the U.S.
Securities and Exchange Commission (“SEC”).
On Friday, August 6, 2021, Greenrose also intends to provide
notification to the escrow custodian of a one-month extension to
the closing period for consummating an initial business combination
to September 13, 2021.
No Offer or SolicitationThis communication
shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall it constitute a solicitation
of votes or proxies in connection with any meeting of the
stockholders of Greenrose.
AdvisorsImperial Capital, LLC is acting as
capital markets advisors to Greenrose. Gateway Group is serving as
communications advisor to Greenrose. Mackenzie Partners and
Broadridge Financial Solutions are acting as proxy advisors to
Greenrose in connection with its proxy solicitation efforts.
About GreenroseGreenrose Acquisition Corp. is a
special purpose acquisition company organized for the purpose of
effecting a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization, or other similar
business combination with one or more businesses or entities.
Following the transactions forming the Platform (as defined in our
public filings available at greenrosecorp.com), Greenrose is
expected be a vertically integrated, multistate operator cannabis
company. For more information, visit greenrosecorp.com.
Forward-Looking StatementsCertain statements
made in this release are "forward looking statements" within the
meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. When used in this
press release, the words "estimates," "projected," "expects,"
"anticipates," "forecasts," "plans," "intends," "believes,"
"seeks," "may," "will," "should," "future," "propose" and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
Greenrose's or its target companies’ control, that could cause
actual results or outcomes to differ materially from those
discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include:
any inability to obtain Greenrose stockholder approval of the
business combinations, any inability to complete the transaction
contemplated by each of the respective merger or acquisition
agreements because of failure of closing conditions or other
reasons; any inability to recognize the anticipated benefits of the
proposed business combinations, which may be affected by, among
other things, the amount of cash available following any
redemptions by Greenrose stockholders; liquidity of Greenrose's
stock; costs related to the proposed business combinations;
Greenrose's ability to manage growth; Greenrose's ability to
identify and integrate other future acquisitions; rising costs
adversely affecting Greenrose's profitability; competition in the
legal cannabis industry; adverse changes to the legal environment
for the cannabis industry; and general economic and market
conditions impacting demand for Greenrose's products and services.
See the risk factors disclosed in the preliminary proxy statement
for the business combinations for additional risks associated with
the business combinations. None of Greenrose, Shango Holdings Inc.,
Futureworks LLC (d/b/a The Health Center), Theraplant, LLC, or True
Harvest, LLC undertakes any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. Readers
should not unduly rely on any projections or other forward-looking
statements or data contained herein.
Additional Information About the Proposed Business
Combination and Where to Find ItFor additional information
about the proposed business combinations, see Greenrose’s Current
Report on Form 8-K (including the investor presentation included as
an exhibit thereto) filed with the SEC on July 28, 2021 available
at www.sec.gov.
The proposed transactions will be submitted to shareholders of
Greenrose for their approval. In connection with the proposed
business combinations, Greenrose will file with the SEC a
preliminary and definitive proxy statements in connection with a
special meeting of the stockholders of Greenrose to consider and
vote on the business combination and related matters. Greenrose
will mail the definitive proxy statement and other relevant
documents to its stockholders in connection with the meeting.
Investors and security holders of Greenrose are advised to read,
when available, the draft of the preliminary proxy statement, and
amendments thereto, and the definitive proxy statement, which will
contain important information about the proposed business
combinations and the parties to it. The definitive proxy statement
will be mailed to stockholders of Greenrose as of a record date to
be established for voting on the proposed business combinations.
Stockholders will also be able to obtain copies of the proxy
statement, without charge, once available, at the SEC's website at
www.sec.gov or by directing a request to: Greenrose Acquisition
Corp., 111 Broadway, Amityville, NY 11701, Attention: Chief
Executive Officer.
Participants in the SolicitationGreenrose,
Shango, THC, True Harvest, Theraplant, and their respective
directors, executive officers and other members of their management
and employees, under SEC rules, may be deemed to be participants in
the solicitation of proxies of Greenrose stockholders in connection
with the proposed business combinations. Investors and security
holders may obtain more detailed information regarding the names,
affiliations and interests of Greenrose’s directors in the final
prospectus for Greenrose’s initial public offering dated as of
February 11, 2020, and that was filed with the SEC on February 11,
2020, as well as in its annual report on Form 10-K filed with the
SEC on March 11, 2021. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests will be contained in the preliminary
and definitive proxy statements related to the proposed business
combinations when it becomes available, and which can be obtained
free of charge from the sources indicated above.
Investor Relations Contact:Gateway Investor
RelationsCody Slach or Jackie Keshner(949)
574-3860GNRS@gatewayir.com
Greenrose Contact:Daniel HarleyExecutive Vice
President, Business Development(516)
307-0383ir@greenrosecorp.com
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