Cresco Labs Inc. (CNSX:CL) entered into a definitive agreement to acquire Cultivate Holdings, LLC for approximately $160 million on March 18, 2021. Pursuant to the transaction, the agreement will be completed on a cash-free, debt-free basis with a mutually agreed upon normalized target level of working capital. The consideration details includes $15 million in cash and shares of Cresco having an aggregate value equal to $75 million based on the volume-weighted average closing price of Cresco shares reported on the Canadian Securities Exchange for the ten consecutive trading day period ending on the trading day immediately preceding the date of execution of the definitive agreement. The remaining purchase price shall be structured as an earnout based to the achievement of certain EBITDA target thresholds in 2021, up to $68 million. An amount equal to 12.5% of any earnout payments earned by seller shall be paid in cash. The remaining portion of any earned earnout payments shall be satisfied via issuance of Cresco shares. Approximately 68% of the Cresco shares to be issued to seller upon the closing of the transaction or upon achievement of the earnout, if any, will be subject to the following lock-up restrictions: such Cresco shares shall be released in three equal installments beginning with 1/3rd of the Cresco shares released on each of the following dates: (i) four months following the closing date or the end of the earnout period, as applicable (ii) eight months following the closing date or the end of the earnout period, as applicable; and (iii) twelve months following the closing date or the end of the earnout period, as applicable. The transaction is subject to approval and receipt of all required CSE, regulatory and court approvals, including clearance under Hart-Scott-Rodino Antitrust Improvements Act. As of May 3, 2021, Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in respect to Cresco Labs' pending acquisition of Cultivate Licensing LLC and BL Real Estate LLC got expired. The Transaction remains subject to certain closing conditions, including approval from the Commonwealth of Massachusetts which is anticipated to be received in the fourth quarter of 2021. The transaction is expected to close in the fourth quarter of 2021. Erica Rice, Jesse Harlan Alderman, Christopher "Kip" Cawley, Teresa A. Martland, Jonathan A. Keselenko, Joshua S. Jarvis, Stacie S. Aarestad and Ryan M. Rourke Reed of Foley Hoag LLP acted as legal advisor to Cultivate Holdings.

Cresco Labs Inc. (CNSX:CL) completed the acquisition of Cultivate Holdings, LLC for $98.11 Million on September 2, 2021. Total consideration was consisted of 4.8 million SVS, contingent consideration of $29.6 million, settlement of preexisting loan relationships of $1.9 million and payment the sellers' third-party debt of $20.1 million.