Ascend Wellness Holdings Enters Material Definitive Agreement

TL;DR

AAWH just signed a big deal, new financial obligation incoming.

AI Summary

Ascend Wellness Holdings, Inc. entered into a material definitive agreement on July 16, 2024, related to a direct financial obligation. The company, incorporated in Delaware, filed an 8-K report detailing this event. The filing was made on July 22, 2024.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Ascend Wellness Holdings, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can introduce financial risk, but the specific nature and terms of the agreement are not detailed in this initial filing.

Key Players & Entities

• Ascend Wellness Holdings, Inc. (company) — Registrant
• July 16, 2024 (date) — Date of earliest event reported
• July 22, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $235,000,000 — s Holdings, Inc. (the "Company") issued $235,000,000 aggregate principal amount of its 12.75

Filing Documents

• aawh-20240716.htm (8-K) — 43KB
• awh-2024notesindentureex41.htm (EX-4.1) — 1045KB
• ascend-guarantyex42toform8.htm (EX-4.2) — 32KB
• ascend-pledgeandsecurityag.htm (EX-4.3) — 318KB
• awhpressreleasejuly172024c.htm (EX-99.1) — 11KB
• awhlogoa.jpg (GRAPHIC) — 492KB
• 0001628280-24-032485.txt ( ) — 2526KB
• aawh-20240716.xsd (EX-101.SCH) — 2KB
• aawh-20240716_def.xml (EX-101.DEF) — 14KB
• aawh-20240716_lab.xml (EX-101.LAB) — 25KB
• aawh-20240716_pre.xml (EX-101.PRE) — 15KB
• aawh-20240716_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. 12.75% Senior Secured Notes due 2029 General On July 16, 2024, Ascend Wellness Holdings, Inc. (the "Company") issued $235,000,000 aggregate principal amount of its 12.75% senior secured notes due July 16, 2029 (the "Notes"). The Notes were issued under an indenture dated as of July 16, 2024 (the "Indenture") by and among the Company and Odyssey Trust Company, as trustee (the "Trustee"). Interest on the Notes is payable semi-annually in arrears on January 15 and July 15 of each year after the date of issuance of the Notes, commencing on January 15, 2025. Guarantees The obligations of the Company under the Indenture and the Notes are irrevocably and unconditionally guaranteed, jointly and severally, on a senior secured basis, by all Restricted Subsidiaries (as defined in the Indenture), other than any Immaterial Subsidiary (as defined in the Indenture) for so long as such Subsidiary (as defined in the Indenture) constitutes an Immaterial Subsidiary, and each other person that the Company shall cause to become a guarantor pursuant to the terms of the Indenture after July 16, 2024. The guarantees are secured by liens on the portion of the collateral owned by the Guarantors (as defined below), subject to permitted liens. The guarantees were issued under a guaranty dated as of July 16, 2024 (the "Guaranty") by and among the Guarantors. Ranking The Notes: are senior obligations of the Company and the Guarantors secured by a lien on the collateral, subject to permitted liens; rank senior to all of the Company's and the Guarantors' existing and future unsecured indebtedness; are structurally subordinated to any indebtedness and other liabilities of any Subsidiary of the Company that is not a Guarantor; and are effectively subordinated to any existing and future secured indebtedness of the Company and of a Guarantor that is secured by assets other than the collateral, to the extent of the value of such assets secur

01. Other Events

Item 8.01. Other Events. On July 17, 2024, the Company issued a news release announcing that it has closed the private placement of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit Description 4.1 Indenture dated July 16, 2024 by and between Ascend Wellness Holdings, Inc. and Odyssey Trust Company 4.2 Guaranty dated July 16, 2024 by and between Chicago Alternative Health Center, LLC, HealthCentral, LLC, MOCA LLC, Revolution Cannabis-Barry, LLC, The Homecoming Group, LLC, Ascend Maryland, LLC, Ascend Mass, LLC, MassGrow, LLC, FPAW Michigan LLC, Ascend New Jersey, LLC, BCCO, LLC, Ohio Cannabis Clinic LLC, and Story of PA CR, LLC (collectively, the "Guarantors") 4.3 Pledge and Security Agreement dated July 16, 2024 by and between Ascend Wellness Holdings, Inc., and Revolution Cannabis-Barry, LLC, Chicago Alternative Health Center, LLC, MOCA LLC, Healthcentral, LLC, The Homecoming Group, LLC, Ascend Mass, LLC, Massgrow, LLC, FPAW Michigan, LLC, BCCO, LLC, Ohio Cannabis Clinic LLC, Ascend New Jersey, LLC, Story Of PA CR, LLC, Ascend Maryland, LLC, Ascend Mass, Inc., Ascend Illinois Holdings, LLC, Ascend Illinois, LLC, Massgrow, Inc., AWH Pennsylvania, LLC, FPAW Michigan 2, Inc., as the initial grantors (collectively, the "Initial Grantors"), and Odyssey Trust Company 99.1 Press release dated July 17 , 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Ascend Wellness Holdings, Inc. July [22], 2024 /s/ John Hartmann John Hartmann Chief Executive Officer (Principal Executive Officer) 2

View Full Filing

View this 8-K filing on SEC EDGAR