TerrAscend Corp. Terminates Material Definitive Agreement

TL;DR

TerrAscend terminated a key deal on Sept 30th. Details in new 8-K.

AI Summary

TerrAscend Corp. filed an 8-K on October 1, 2024, reporting the termination of a material definitive agreement as of September 30, 2024. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company's principal executive offices are located at 77 City Centre Drive, Suite 501, Mississauga, Ontario, Canada.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's operations, financial standing, and future strategic direction.

Risk Assessment

Risk Level: medium — Termination of a material definitive agreement introduces uncertainty and potential financial or operational repercussions.

Key Numbers

• 000-56363 — Commission File Number (Identifies the company's SEC filing history)

Key Players & Entities

• TerrAscend Corp. (company) — Registrant
• September 30, 2024 (date) — Date of earliest event reported
• October 1, 2024 (date) — Date of Report
• 77 City Centre Drive Suite 501 (address) — Principal Executive Offices
• Mississauga, Ontario, Canada (location) — Principal Executive Offices Location

FAQ

Key Financial Figures

• $140 million — . The FG Loan provides for a four-year, $140 million senior-secured term loan with an initia
• $114 million — cured term loan with an initial draw of $114 million that occurred on August 1, 2024, and a
• $26 million — n August 1, 2024, and a delayed draw of $26 million (the "Delayed Draw"). On September 30

Filing Documents

• tsndf-20240930.htm (8-K) — 44KB
• tsndf-ex99_1.htm (EX-99.1) — 17KB
• img125368884_0.jpg (GRAPHIC) — 3KB
• 0000950170-24-110566.txt ( ) — 184KB
• tsndf-20240930.xsd (EX-101.SCH) — 25KB
• tsndf-20240930_htm.xml (XML) — 5KB

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. As previously disclosed, on August 1, 2024, TerrAscend Corp. (the "Company") and TerrAscend USA, Inc., as guarantors, and each of WDB Holding CA, Inc., WDB Holding PA, Inc., Moose Curve Holdings, LLC, and Hempaid, LLC, including certain of each of their respective subsidiaries, as borrowers, and FG Agency Lending LLC, as the administrative agent (the "Agent"), entered into a loan agreement (the "FG Loan"). The FG Loan provides for a four-year, $140 million senior-secured term loan with an initial draw of $114 million that occurred on August 1, 2024, and a delayed draw of $26 million (the "Delayed Draw"). On September 30, 2024, WDB Holding MI, Inc., an entity that is consolidated in the financial statements of the Company, and certain of its subsidiaries(collectively, the "Joinder Borrowers") became parties to the FG Loan pursuant to a joinder agreement, by and among the Joinder Borrowers and the Agent (the "Joinder"). Upon execution of the Joinder, the Delayed Draw occurred on September 30, 2024. On September 30, 2024, the proceeds from the Delayed Draw were used, in part, to pay down the Company's senior-secured term loan under that certain Credit Agreement dated November 22, 2021, by and among WDB Holding MI, Inc., TerrAscend Growth Corp., Gage Innovations Corp., Cookies Retail Canada Corp., and other borrowers that are consolidated in the financial statements of the Company, the lenders party thereto and Chicago Atlantic Admin, LLC, as administrative and collateral agent for the lenders (the "Chicago Atlantic Term Loan"). Using the proceeds from the Delayed Draw, all of the outstanding obligations under the Chicago Atlantic Term Loan were repaid in full and the Chicago Atlantic Term Loan was terminated.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 1, 2024, the Company issued a press release regarding the completion of the Delayed Draw and the Company's use of the proceeds from the Delayed Draw to pay down the Chicago Atlantic Term Loan. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated October 1, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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. TerrAscend Corp. Date: October 1, 2024 By: /s/ Keith Stauffer Keith Stauffer Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR