Vireo Growth Inc. (VREOF): debt financing — Goodness Growth issues $10M convertible notes, warrants to lenders via credit amendment

Vireo Growth Inc.

Sixth Amendment to Credit Agreement with Chicago Atlantic Admin provides committed $10M convertible note facility plus $5M discretionary.
Convertible notes mature Apr 28, 2026, bear 6% cash + 6% PIK interest, convertible at $0.145/share initial price.
Lenders received 6,250,000 warrants to purchase subordinate voting shares at $0.145, five-year term.
Notes and warrants issued in unregistered transaction under Section 4(a)(2) and Rule 506.
Funds may be drawn in tranches; conversion price subject to 20% premium over 30-day VWAP for subsequent advances.

item 1.01 item 2.03 item 3.02 item 3.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Vireo Growth Inc. incurred convertible notes of US$10 million committed principal amount and a discretionary additional principal amount of US$5 million with Chicago Atlantic Admin, LLC (Agent) at cash interest rate of 6.0 percent per year and a paid-in-kind interest rate of a maturing April 28, 2026.

Instrument: convertible notes
Principal: US$10 million committed principal amount and a discretionary additional principal amount of US$5 million
Counterparty: Chicago Atlantic Admin, LLC (Agent)
Rate: cash interest rate of 6.0 percent per year and a paid-in-kind interest rate of a
Maturity: April 28, 2026
Event: incurrence

Exact text from the filing

Among other matters, the Sixth Amendment provides a convertible note facility (the “Convertible Notes”) with a committed principal amount of US$10 million and a discretionary additional principal amount of US$5 million. The Convertible Notes mature April 28, 2026, have a cash interest rate of 6.0 percent per year and a paid-in-kind interest rate of an additional 6.0 percent per year

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Vireo Growth Inc. amended Sixth Amendment with Chicago Atlantic Admin, LLC (the Agent) and the lenders party thereto valued at US$10 million committed principal amount, with discretionary additional US$5 million (effective 2023-04-28).

Action: amendment
Agreement: credit facility
Counterparty: Chicago Atlantic Admin, LLC (the Agent) and the lenders party thereto
Value: US$10 million committed principal amount, with discretionary additional US$5 million
Effective: 2023-04-28

Exact text from the filing

On April 28, 2023, Goodness Growth Holdings, Inc. (the “Company”), entered into a Sixth Amendment to the Credit Agreement by and among the Company and certain of its subsidiaries, the persons from time-to-time party thereto as guarantors, the lenders party thereto (the “Lenders”), and Chicago Atlantic Admin, LLC (the “Agent”) as administrative and collateral agent (the “Sixth Amendment”).

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Source: SEC EDGAR

accession 0001104659-23-056121

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