Cannabist Co sells Virginia assets to Millstreet affiliate for $130M; terminates Curaleaf deal

Cannabist Co Holdings Inc.

Total consideration $130M: $117.5M cash at close, $12.5M escrowed for indemnification and purchase price adjustment.
Assets sold: 5 active retail locations, 1 in development, 82,000 sq ft cultivation/production in Richmond region.
Terminated prior Curaleaf agreement after go-shop period; must pay $3.3M break-up fee to Curaleaf within two business days.
Proceeds expected to be used to redeem 9.25% Senior Secured Notes and 9.0% Senior Secured Convertible Notes due 2028.
Transaction expected to close early 2026, subject to regulatory approvals; noteholder consent already obtained.

Key facts

Extracted from this filing and checked against the source text.

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

Cannabist Co Holdings Inc. entered into Equity Purchase Agreement with Parma Holdco LLC valued at Total consideration of $130 million ($117.5 million payable at closing and $12.5 million in escrow) (effective 2025-12-18).

Action: entry
Agreement: equity purchase
Counterparty: Parma Holdco LLC
Value: Total consideration of $130 million ($117.5 million payable at closing and $12.5 million in escrow)
Effective: 2025-12-18

Exact text from the filing

On December 18, 2025, The Cannabist Company Holdings Inc. (the “Company”), Green Leaf Medical of Virginia, LLC, a subsidiary of the Company (“Green Leaf Virginia”), and Green Leaf Medical, LLC, another subsidiary of the Company and the sole member of Green Leaf Virginia (the “Member”), entered into an equity purchase agreement (the “Equity Purchase Agreement” and the transaction contemplated thereunder, the “Transaction”) with Parma Holdco LLC (“Buyer”) and, solely for the limited purposes set forth therein, Millstreet Credit Fund LP (“Millstreet”).

View on SEC.gov

Browse all material agreements →

Source: SEC EDGAR

accession 0001140361-25-046079

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.