Canopy Growth Corp (CGC): debt financing — Canopy Growth raises up to $150M via convertible debentures; initial $100M tranche closed

Canopy Growth Corp

Initial $100M tranche of 5% convertible senior unsecured debentures closed; second $50M tranche subject to conditions.
Interest and principal payable only in common shares; no cash payments ever.
Conversion price set at 92.5% of 3-day VWAP prior to conversion; maturity Feb 28, 2028.
Net proceeds ~$95M from initial tranche for working capital and general corporate purposes.
Issuance capped at 19.99% of outstanding shares (98.9M shares as of Feb 17, 2023); second tranche requires VWAP > $2.00.

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

Canopy Growth Corp incurred convertible notes of $150 million aggregate principal amount, with an initial $100 million sold on February 21, 2023 with Verition Canada Master Fund Ltd. at 5.0% per annum maturing February 28, 2028.

Instrument: convertible notes
Principal: $150 million aggregate principal amount, with an initial $100 million sold on February 21, 2023
Counterparty: Verition Canada Master Fund Ltd.
Rate: 5.0% per annum
Maturity: February 28, 2028
Event: incurrence

Exact text from the filing

On February 21, 2023, Canopy Growth Corporation (the “Company”) entered into a Subscription Agreement, which is attached hereto as Exhibit 10.1 (the “Subscription Agreement”), with Verition Canada Master Fund Ltd. (the “Investor”), pursuant to which the Investor agreed to purchase convertible senior unsecured debentures (the “Debentures”), with an aggregate principal amount of up to $150 million in a registered direct offering (the “Offering”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.98

Canopy Growth Corp entered into Subscription Agreement with Verition Canada Master Fund Ltd. valued at aggregate principal amount of up to $150 million (effective 2023-02-21).

Action: entry
Agreement: notes offering
Counterparty: Verition Canada Master Fund Ltd.
Value: aggregate principal amount of up to $150 million
Effective: 2023-02-21

Exact text from the filing

On February 21, 2023, Canopy Growth Corporation (the “Company”) entered into a Subscription Agreement, which is attached hereto as Exhibit 10.1 (the “Subscription Agreement”), with Verition Canada Master Fund Ltd. (the “Investor”), pursuant to which the Investor agreed to purchase convertible senior unsecured debentures (the “Debentures”), with an aggregate principal amount of up to $150 million in a registered direct offering (the “Offering”).

View on SEC.gov

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

Canopy Growth Corp filing history →

Source: SEC EDGAR

accession 0001193125-23-043517

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