Combs Enterprises signed a definitive agreements to acquire Certain New York, Illinois, and Massachusetts assets of Cresco Labs Inc. and Columbia Care Inc. for approximately $190 million on November 4, 2022. A portion of the Purchase Price would be payable upon closing of the Transaction, subject to adjustments contained in the definitive agreements, and will be comprised of approximately $110 million in cash and approximately $45 million of seller notes. The remaining portion of the Purchase Price would be payable post-closing upon achievement of certain short-term, objective, and market-based milestones.

The assets acquired are New York: Brooklyn, Manhattan, New Hartford, and Rochester retail assets and Rochester production asset. Massachusetts: Greenfield, Worcester, and Leicester retail assets and Leicester production assets. Illinois: Chicago ?

Jefferson Park and Villa Park retail assets and Aurora production assets. The closing of the Transaction is subject to certain closing conditions in the definitive agreements, including the receipt of all required regulatory approvals; clearance under the HartScott-Rodino Antitrust Improvements Act; and the closing of the Columbia Care Acquisition. The Transaction is expected to close concurrently with the closing of the Columbia Care Acquisition.

The Company is working through regulatory reviews and approvals to close the Columbia Care Acquisition as soon as possible which is now expected to be around the end of the first quarter of 2023. The Transaction was reviewed and approved by an independent committee of the Board as well as all disinterested Board members of Cresco Labs Inc. and Columbia Care?s Board of Directors also approved the Transaction. Cresco?s Board of Directors received certain financial advisory services from A.G.P/Alliance Global Partners in connection with its consideration of the Transaction.

Stoic Advisory Inc. and Solidum Capital Advisors are acting as financial advisor to Cresco Labs. Sabine Houben, Samuel A. Waxman, Brad V. Ritter and Ziemowit T. Smulkowski of Paul Hastings LLP is acting as US legal advisor to Cresco Labs. ATB Capital Markets and Gramercy Capital Group, LLC (through INTE Securities LLC, member FINRA/SIPC), are acting as financial advisor to Columbia Care.

Foley Hoag LLP is acting as US legal advisor to Columbia Care. Evercore and Empowerment IP Capital are acting as financial advisor to Combs. Goodwin Proctor is acting as US legal advisor to Combs.