UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 29, 2021

 

ACREAGE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Commission File Number: 000-56021

 

British Columbia, Canada 98-1463868
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

 

450 LEXINGTON AVENUE, #3308

NEW YORK, NEW YORK, 10163, UNITED STATES

(Address of principal executive offices, including zip code)

 

(646) 600-9181

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class E subordinate voting shares   ACRHF   OTC Markets Group Inc.
Class D subordinate voting shares   ACRDF   OTC Markets Group Inc.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

  

Item 1.01 Entry into a Material Definitive Agreement.

  

On March 29, 2021, a subsidiary of Acreage Holdings, Inc. (the “Company”), Acreage Finance Delaware, LLC (the “Borrower”), entered into Amendment No. 4 (“Amendment No. 4”) to the Credit Agreement (the “Credit Agreement”) with Acreage IP Holdings, LLC as a guarantor of the Credit Agreement (the “Guarantor”) and IP Investment Company, LLC as a Lender under the Credit Agreement (the “Lender”) and as administrative agent and collateral agent under the Credit Agreement (in such capacity, the “Agent” and together with the Borrower and the Lender and the Guarantor, the “Parties”). Pursuant to the terms of Amendment No. 4, the maturity date of Tranche B of the Credit Agreement, which is $21.0 million of the $22.0 million aggregate amount of the Credit Agreement, was extended to June 30, 2021.

  

The foregoing description of the Amendment is not complete and is qualified in its entirety by the full text of Amendment No. 4 attached hereto as Exhibit 10.1.

  

Item 2.03 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

  

The discussion of the Amendments as contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K.

  

Exhibit No. Description of Exhibit
10.1 Amendment No. 4 to the Credit Agreement, originally dated September 23, 2020, by and between Acreage Finance Delaware, LLC, Acreage IP Holdings, LLC and IP Investment Company, LLP.

 

 

 

 

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.

 

  ACREAGE HOLDINGS, INC.
   
Date:  April 1, 2021 /s/ Glen Leibowitz
  Glen Leibowitz
  Chief Financial Officer

 

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 4 TO CREDIT AGREEMENT

 

(ACREAGE FINANCE DELAWARE, LLC)

 

THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT dated as of March 29, 2021 (this “Amendment”), is the fourth amendment to the Credit Agreement (as defined below) and is entered into by and among ACREAGE FINANCE DELAWARE, LLC, a Delaware limited liability company, as the borrower under the Credit Agreement (in such capacity, the “Borrower”), ACREAGE IP HOLDINGS, LLC, a Nevada limited liability company, as a guarantor under the Credit Agreement, and IP INVESTMENT COMPANY, LLC, a Delaware limited liability company, as Lender under the Credit Agreement (in such capacity, a “Lender”) and as administrative agent and collateral agent under the Credit Agreement (in each such capacity, the “Agent”). Capitalized terms used but not defined herein have the meanings provided in the Credit Agreement.

 

RECITALS

 

WHEREAS, reference is made to the credit agreement, dated as of March 6, 2020, and amended on September 23, 2020, and as further amended on March 7, 2021 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, each Guarantor party thereto, each Lender party thereto and the Agent; and

 

WHEREAS, the parties hereto have agreed to amend the Credit Agreement upon and subject to the terms and conditions set forth in this Amendment, and each such party is willing to do so under the terms and conditions set forth in this Amendment.

 

NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1.      Definitions. All capitalized terms used herein without definition shall have the same meanings given to such terms in the Credit Agreement.

 

2.       Amendments to Credit Agreement.

 

(a)               The new definition of Tranche B Maturity Date is hereby added to Section 1.1 of the Credit Agreement as follows: “Tranche B Maturity Date” means June 30, 2021.

 

(b)               Section 2.4(b) is hereby amended and restated as follows: “the Aggregate Principal Amount of Tranche B then outstanding on the Tranche B Maturity Date.”

 

(c)               Section 3.3(b) is hereby amended and restated as follows: “in respect of the Aggregate Principal Amount of Tranche B only, at the Tranche B Interest Rate, calculated annually based on actual number of days elapsed and payable in cash on the Tranche B Maturity Date.”

 

 

 

 

(d)               Notwithstanding anything herein, in the Credit Agreement or in any of the other Credit Documents to the contrary (including Amendment No. 3 to the Credit Agreement), the parties hereto agree that interest shall accrue from March 7, 2021 for both Tranche A and Tranche B, and shall be payable with respect to Tranche A on the First Advance Maturity Date and with respect to Tranche B on the Tranche B Maturity Date.

 

3.      Conditions of Effectiveness. This Amendment shall become effective on the date the following conditions shall be satisfied:

 

(a)               the Lenders and Agent shall have received copies (which may be delivered in “pdf” format) of this Amendment duly executed and delivered by each party hereto; and

 

(b)               Borrower shall pay to the Lender a non-refundable amendment fee in an amount equal to Two Hundred Thousand Dollars ($200,000.00), in immediately available funds, which shall be fully earned, due and payable upon the date hereof, and payment or reimbursement by Borrower of all fees owing to Agent and/or Lender and expenses (including, without limitation, attorneys’ fees) incurred by Agent to analyze, prepare, negotiate and conclude this Amendment, administer the Credit Facility and all related agreements and transactions described herein up to Seventy-Five Thousand Dollars ($75,000.00).

 

4.      Miscellaneous.

 

(a)               Each of the Borrower and the Guarantor hereby acknowledges and agrees that the Liens created and provided for by the Security Documents continue to secure, among other things, the performance of all of the Borrower’s Obligations under the Credit Documents (including the Credit Agreement as, amended hereby); and the Credit Documents and the rights and remedies of the Secured Creditors thereunder, the obligations of each of the Borrower and the Guarantor, and the Liens created and provided for under the Security Documents remain in full force and effect and shall not be impaired or discharged by this Amendment. Nothing herein contained shall in any manner affect or impair the priority of the Liens and security interests created and provided for by the Security Documents.

 

(b)               This Amendment may be executed (including by way of electronic signature) in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment and the Credit Agreement constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, electronic signature (including, for greater certainty, by DocuSign) or by sending a scanned copy by electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.

 

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(c)               The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

 

(d)               This Amendment may not be amended or otherwise modified except as provided in Section 11.1 of the Credit Agreement.

 

(e)               The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.

 

(f)                This Amendment and the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

 

(g)               Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural number, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine.

 

(h)               The Credit Agreement, as amended by this Amendment, represents the final agreement among the parties with respect to the matters set forth therein and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements among the parties. There are no unwritten oral agreements among the parties with respect to such matters.

 

(i)                 THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY LAWS OF THE STATE OF NEW YORK THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE CREDIT AGREEMENT.

 

[Signatures on Following Page]

 

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

  ACREAGE FINANCE DELAWARE, LLC,
as Borrower
   
  By:
  Name: Kevin Murphy
  Title: President and Manager
   
  ACREAGE IP HOLDINGS, LLC,
as Guarantor
   
  By:
  Name: Kevin Murphy
  Title: President and Manager
   
  IP INVESTMENT COMPANY, LLC,
as Agent
   
  By:
  Name: Kevin Murray
  Title: Managing Member
   
  IP INVESTMENT COMPANY, LLC,
as First Advance Lender
   
  By:  
  Name: Kevin Murray
  Title: Managing Member
   
  IP INVESTMENT COMPANY, LLC,
as Second Advance Lender
   
  By:  
  Name: Kevin Murray
  Title: Managing Member
   
  IP INVESTMENT COMPANY, LLC,
as Subsequent Advance Lender
   
  By:  
  Name: Kevin Murray
  Title: Managing Member

 

[Signature Page to Fourth Amendment to Credit Agreement]

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