Canopy Growth completes US$150M term loan and C$96.4M debenture exchange, pushing all maturities to 2031

Canopy Growth Corp

Term loan net proceeds of US$150M (US$162M principal with OID), interest at Term SOFR +6.25% (floor 3.25%), matures Jan 2031.
Exchanged C$96.4M of 2029 convertibles for C$55M new 2031 debentures (7.5% coupon), C$10.5M cash, 9.5M shares, and 12.7M warrants (strike C$2.16).
Issued 18.7M Loan Warrants to lenders at US$1.30 exercise price, 5-year term; proceeds used to repay ~US$101M existing senior secured debt due 2027.
Expected cash on hand of ~C$425M post-transactions; minimum cash covenant of lesser of US$90M or loan principal.
Amended MTL Cannabis arrangement: in-the-money warrant holders must deliver notice 2 business days before closing or warrants become out-of-the-money.

item 1.01 item 2.03 item 3.02 item 7.01 item 8.01 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 0.95

Canopy Growth Corp incurred term loan of US$162,115,000 with JGB Collateral LLC at Term SOFR (floor 3.25%) + 6.25% per annum maturing January 31, 2031 or 120 days prior to maturity of Convertible Debentures.

Instrument: term loan
Principal: US$162,115,000
Counterparty: JGB Collateral LLC
Rate: Term SOFR (floor 3.25%) + 6.25% per annum
Maturity: January 31, 2031 or 120 days prior to maturity of Convertible Debentures
Event: incurrence

Exact text from the filing

On January 8, 2026, Canopy Growth Corporation (the “ Company ”) entered into a Loan and Guaranty Agreement (the “ Loan Agreement ”), by and among the Company, as a borrower, certain subsidiaries of the Company party thereto, as borrowers and/or guarantors, the parties identified therein as lenders (the “ Lenders ”), and JGB Collateral LLC, as administrative and collateral agent (the “ Agent ”), pursuant to which, among other things, the Lenders advanced US$150,000,000 pursuant to a senior secured loan in the aggregate principal amount of US$162,115,000 (collectively, the “ Loans ” and such transaction, the “ Loan Transaction ”).

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

Canopy Growth Corp incurred convertible notes of C$55,000,000 with MMCAP International Inc. SPC at 7.50% per annum maturing July 8, 2031.

Instrument: convertible notes
Principal: C$55,000,000
Counterparty: MMCAP International Inc. SPC
Rate: 7.50% per annum
Maturity: July 8, 2031
Event: incurrence

Exact text from the filing

new senior unsecured convertible debentures of the Company with an aggregate principal amount of C$55,000,000 maturing on July 8, 2031 (the “ Convertible Debentures ”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Canopy Growth Corp entered into Loan and Guaranty Agreement with JGB Collateral LLC, as administrative and collateral agent, and the Lenders valued at US$150,000,000 advanced under senior secured loan in aggregate principal amount of US$162,115,000 (effective 2026-01-08).

Action: entry
Agreement: credit facility
Counterparty: JGB Collateral LLC, as administrative and collateral agent, and the Lenders
Value: US$150,000,000 advanced under senior secured loan in aggregate principal amount of US$162,115,000
Effective: 2026-01-08

Exact text from the filing

Loan Agreement On January 8, 2026, Canopy Growth Corporation (the “ Company ”) entered into a Loan and Guaranty Agreement (the “ Loan Agreement ”), by and among the Company, as a borrower, certain subsidiaries of the Company party thereto, as borrowers and/or guarantors, the parties identified therein as lenders (the “ Lenders ”), and JGB Collateral LLC, as administrative and collateral agent (the “ Agent ”), pursuant to which, among other things, the Lenders advanced US$150,000,000 pursuant to a senior secured loan in the aggregate principal amount of US$162,115,000 (collectively, the “ Loans ” and such transaction, the “ Loan Transaction ”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Canopy Growth Corp entered into Exchange Agreement with MMCAP International Inc. SPC valued at C$96,358,375 aggregate principal amount of senior unsecured convertible debentures exchanged for C$5 (effective 2026-01-07).

Action: entry
Agreement: notes offering
Counterparty: MMCAP International Inc. SPC
Value: C$96,358,375 aggregate principal amount of senior unsecured convertible debentures exchanged for C$5
Effective: 2026-01-07

Exact text from the filing

Exchange Agreement On January 7, 2026, the Company entered into an Exchange Agreement (the “ Exchange Agreement ”) with MMCAP International Inc. SPC (the “ Investor ”) pursuant to which, among other things, on January 8, 2026 (the “ Exchange Closing Date ”), the Investor delivered to the Company C$96,358,375 aggregate principal amount of senior unsecured convertible debentures of the Company maturing in May 2029 held by the Investor in exchange for (A) the Company issuing to the Investor (i) new senior unsecured convertible debentures of the Company with an aggregate principal amount of C$55,000,000 maturing on July 8, 2031 (the “ Convertible Debentures ”), (ii) 12,731,481 common share purchase warrants (the “ Investor Warrants ” and together with the Loan Warrants, the “ Warrants ”) of the Company, and (iii) 9,493,670 Common Shares (the “ Exchange Shares ”) and (B) a C$10,500,000 cash payment from the Company (collectively, the “ Exchange Transaction ” and together with the Loan Trans

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306 debt financings filed in the last 30 days. Browse all debt financings →

Canopy Growth Corp filing history →

Source: SEC EDGAR

accession 0001104659-26-002134

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