Cannabist to sell Virginia assets to Millstreet for $130M, cancels Curaleaf deal

The Cannabist Company Holdings (CBSTF) announced that, following a go-shop process, it has entered into an agreement to sell all of the ownership interests of its subsidiary engaged in the business of cultivating, producing, manufacturing, distributing and selling cannabis in the Commonwealth of Virginia to an entity affiliated with Millstreet Credit Fund LP for total consideration of $130M, subject to adjustment. The Virginia assets consist primarily of 5 active retail locations, 1 additional retail location in development, and approximately 82,000 square feet of cultivation and production capacity in the Richmond region. The company, Green Leaf Medical of Virginia, LLC, a subsidiary of the Company, and Green Leaf Medical, LLC, another subsidiary of the company and the sole member of Green Leaf Virginia, entered into an equity purchase agreement with Parma Holdco LLC and, solely for the limited purposes set forth therein, Millstreet Credit Fund LP. The Transaction is expected to close early in 2026 or before. Cannabist also announced the termination of its previously announced dagreement with Curaleaf (CURLF). As previously disclosed, the Curaleaf Agreement provided for a fifteen business day go-shop period beginning on December 1, 2025 and continuing until 11:59 p.m. Eastern Time on December 22, 2025 unless otherwise extended with the prior written consent of Curaleaf, during which time the company, the Member, Green Leaf Virginia, and their respective representatives would be permitted to, among other things, solicit, negotiate and enter into alternative proposals involving the equity or material portion of the assets of Green Leaf Virginia. During the Go-Shop Period, the Company received an Acquisition Proposal from Buyer, and the Company determined such Acquisition Proposal to be superior to the Curaleaf Agreement. As a result, on December 18, 2025, the Company delivered a written notice to Curaleaf terminating with immediate effect the Curaleaf Agreement. In connection with such termination, the company is required to pay Curaleaf a break-up fee of $3.3M within two business days of such termination.