Canadian pot company buying convertible notes of downtrodden U.S. brand as Tilray seeks approval to issue more shares for deal
Canadian cannabis company Tilray Inc. has its eyes on the U.S.
Tilray TLRY, 1.75% announced Tuesday afternoon that it has agreed to purchase convertible bonds put forward by U.S. pot company MedMen Enterprise Inc. MMEN, 47.76% MMNFF, +1.49% as it sought to avoid insolvency. The deal could eventually give Tilray a path to own MedMen if marijuana is federally legalized in the U.S.
“The investment we are announcing in MedMen securities today, one of the most recognized brands in the $80 billion U.S. cannabis market, is a critical step toward delivering on our objective as we work to enable Tilray to lead the U.S. market when legalization allows,” Tilray Chief Executive Irwin Simon said in a statement.
The maneuver is similar to what Canopy Growth Corp. CGC, -2.41% WEED, -2.50% pulled off in 2019 with Acreage Holdings Inc. ACRDF, 2.84%. Canadian cannabis companies cannot own U.S. properties outright because the drug is still illegal at the federal level in the U.S., so they tend to buy equity stakes that can turn into ownership in the event of a change in U.S. law.
Tilray has just undergone a merger with former rival Aphria, which the combined company says makes it the largest pot seller by revenue. MedMen was a hot property early in the cannabis-stock craze, but has struggled in recent years with large losses, at one point using its shares to pay its bills. Valued at more than $600 million in 2019, the company’s market cap stood at less than $200 million as of Tuesday’s close.
“Our management team has spent the past 18 months executing a disciplined turnaround plan,” MedMen CEO Tom Lynch said in a statement. “We are grateful to our stakeholders for their patience and support as we worked to fix the business and rebuild trust and credibility.”
Tilray said it and select investors acquired $165.8 million of notes and warrants from funds affiliated with Gotham Green Partners, which originally invested in an effort to rescue MedMen from a cash crunch. If converted, the notes and warrants would equal about 21% of MedMen’s equity, the parties disclosed.
Tilray expects to also issue 9 million shares of its own stock to Gotham Green in the deal, but that part of the deal is contingent on shareholders approving the creation of more shares in a coming vote; otherwise, Gotham Green could receive cash.
“Our ability to maximize value from this game-changing transaction rests on the support of our shareholders at the upcoming special meeting to vote on our Authorized Shares Proposal, which will increase the number of authorized shares Tilray has available to not only complete this transaction, but also to execute on other strategic acquisitions,” Tilray CEO Simon said in Tuesday’s announcement. “I cannot stress enough the importance of making our shareholders’ voices count to enable us to maximize our potential to create substantial value for our shareholders in the near-term and in the future.”
MedMen separately announced a deal for another $100 million in funding from a group of investors led by Serruya Private Equity.
Tilray shares rose more than 5% in after-hours trading following the announcement, then extended gains to 7.9% in Wednesday’s premarket. The stock closed Tuesday at $13.12, and has gained 58.8% so far this year, as the S&P 500 index SPX, -0.01% has increased 19.3%.