Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously announced, Harvest Health and Recreation Inc. ("Harvest") entered
into an Arrangement Agreement dated May 10, 2021 (the "Arrangement Agreement")
with Trulieve Cannabis Corp., a corporation organized under the laws of the
Province of British Columbia ("Trulieve"). As previously announced, on
August 11, 2021, at an annual and special meeting of the shareholders of
Harvest, the shareholders of Harvest approved a special resolution approving a
plan of arrangement pursuant to Division 5 of Part 9 of the Business
Corporations Act (British Columbia) (the "Arrangement"). On August 19, 2021,
Harvest made an application to the Supreme Court of British Columbia (the
"Court") for the Final Order approving the Arrangement and, on such date, the
Court approved the Final Order. Capitalized terms used herein without a
definition have the meanings given to such terms in the Arrangement Agreement.
In connection with the Arrangement, at 12:01 a.m. (Vancouver Time) (the
"Effective Time") on October 1, 2021 (the "Closing Date"), Trulieve acquired all
outstanding shares of Harvest and Harvest became a wholly-owned subsidiary of
Trulieve. On the Closing Date, pursuant to the Arrangement, Trulieve acquired
all of the subordinate voting shares of Harvest ("Subordinate Voting Shares"),
multiple voting shares of Harvest ("Multiple Voting Shares") and super voting
shares of Harvest (the "Super Voting Shares" and, together with the Subordinate
Voting Shares and Multiple Voting Shares, the "Harvest Voting Shares"), issued
and outstanding immediately prior to the Effective Time. Subject to the terms
and conditions set forth in the Arrangement Agreement and Plan of Arrangement,
holders of Harvest Voting Shares received 0.1170 of a Subordinate Voting Share
of Trulieve (each a "Trulieve Subordinate Voting Share") (the "Exchange Ratio"),
for each Harvest Voting Share outstanding immediately prior to the Effective
Time, with the Super Voting Shares and Multiple Voting Shares treated on an as
if converted basis to Subordinate Voting Shares pursuant to their respective
terms.
At the Effective Time, (i) all Harvest equity awards granted under Harvest's
equity incentive plan that were outstanding immediately prior to the Effective
Time were adjusted so that upon exercise, the holder will be entitled to receive
Trulieve Subordinate Voting Shares, with the number of shares underlying such
award adjusted based on the Exchange Ratio, (ii) each of the warrants to acquire
Subordinate Voting Shares issued by Harvest on May 10, 2019 and on December 30,
2020 were outstanding immediately prior to the Effective Time became
exercisable, in accordance with the terms, for Trulieve Subordinate Voting
Shares, after adjustments to reflect the Arrangement and to account for the
Exchange Ratio; (iii) each of the warrants to acquire Multiple Voting Shares
issued by Harvest on April 23, 2020 that were outstanding immediately prior to
the Effective Time became exercisable, in accordance with the terms, for
Trulieve Subordinate Voting Shares, after adjustments to reflect the Arrangement
and to account for the Exchange Ratio; and (iv) all remaining warrants to
acquire Subordinate Voting Shares issued by Harvest that were outstanding
immediately prior to the Effective Time were exchanged into warrants of Trulieve
to acquire Trulieve Subordinate Voting Shares after adjustments to reflect the
Arrangement and to account for the Exchange Ratio.
The foregoing description of the Arrangement Agreement and the Arrangement does
not purport to be complete and is subject to, and qualified in its entirety by,
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On the Closing Date, Harvest notified the Canadian Stock Exchange (the "CSE")
that the Arrangement had been completed and requested that the Subordinate
Voting Shares be delisted from the CSE. It is expected that the Subordinate
Voting Shares will be delisted from the CSE shortly.
Harvest intends to file with the SEC a certification and notice of termination
on Form 15 to terminate the registration of Harvest Voting Shares under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and to
terminate Harvest's reporting obligations under Sections 13 of the Exchange Act
and to suspend Harvest's reporting obligations under Section 15(d) of the
Exchange Act. Additionally, once delisting from the CSE is complete, Harvest
intends to file the required notices and applications for it to cease to be a
reporting issuer in all jurisdictions in Canada where it is currently a
reporting issuer.
The information set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.01.
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Item 3.03. Material Modification to Rights of Security Holders.
In connection with the Arrangement, holders of Harvest Voting Shares immediately
prior to the Effective Time ceased to have any rights as shareholders in
Harvest, other than the rights to receive Trulieve Subordinate Voting Shares,
subject to the terms and conditions of the Arrangement Agreement.
In connection with the Arrangement, equity award holders and warrant holders
immediately prior to the Effective Time ceased to have any rights to Harvest
Voting Shares and the terms of their equity awards and warrants were adjusted or
exchanged for the right to receive Trulieve Subordinate Voting Shares, subject
to the terms and conditions of the Arrangement Agreement.
The information set forth in Items 2.01, 3.01 and 5.01 of this Current Report on
Form 8-K is incorporated by reference in this Item 3.03.
Item 5.01. Changes in Control of Registrant.
In connection with the Arrangement, a change in control of Harvest occurred and
Harvest became a direct wholly-owned subsidiary of Trulieve.
The information set forth in Items 2.01 and 5.02 of this Current Report on Form
8-K is incorporated by reference in this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On the Closing Date all of the members of the board of directors of Harvest,
consisting of Steven M. White, Elroy P. Sailor, Mark Neal Barnard, Eula L.
Adams, Michael Scott Atkison, and Ana Dutra, resigned as directors and board
committee members, as applicable, of Harvest, effective as of the Effective
Time.
On the Closing Date, each of Deborah K. Keeley, Joseph Edward Sai, Elroy P.
Sailor, Nicole Stand, and Steven M. White, Harvest's Chief Financial Officer,
Chief of Staff, Chief Strategy Officer, Vice President, General Counsel and
Secretary, and Chief Executive Officer, respectively, resigned from their
positions as executive officers of Harvest, but remained as employees of
Harvest.
Immediately thereafter, Kim Rivers and Eric Powers were elected as the members
of the board of directors of Harvest. Ms. Rivers was appointed Harvest's
principal executive officer. Mr. Powers was appointed Harvest's principal
financial and accounting officer. Ms. Rivers also serves as the Chair, President
and Chief Executive Officer of Trulieve and Mr. Powers also serves as the Chief
Legal Officer of Trulieve. Ms. Rivers and Mr. Powers will not receive separate
compensation for their services in the foregoing positions.
Kim Rivers, age 42, has served as the Chair of the board of directors and as
President and Chief Executive Officer of Trulieve since 2015. Ms. Rivers
received her Bachelor's degree in Multinational Business and Political Science
from Florida State University and her Juris Doctorate from the University of
Florida. Ms. Rivers is a member of the Georgia Bar Association and she spent
several years in private practice as a lawyer where she specialized in mergers,
acquisitions, and securities for multi-million dollar companies. For over a
decade, Ms. Rivers has run numerous successful businesses from real estate to
finance, including as Principal of Inkbridge LLC, an investment firm, since
2011.
Eric Powers, age 51, has served as Trulieve's Chief Legal Officer and Corporate
Secretary since 2021, after being promoted from his position as General Counsel
and Corporate Secretary, a position he served in since 2019. Prior to joining
Trulieve, Mr. Powers spent 13 years, from 2005 to 2018, as an in-house attorney
for Crawford & Company, a publicly-traded insurance services firm, where he
served in numerous roles within the legal department, most recently as Vice
President and Corporate Secretary. Mr. Powers was in private practice for over
10 years with the law firms of Troutman Sanders, from 2000 to 2005, and Capell &
Howard, from 1994 to 2000, specializing in corporate and tax law. Overall,
Mr. Powers brings more than 25 years of legal experience to Trulieve, with a
broad background in corporate law. Mr. Powers holds a J.D. from The University
of Alabama Law School and a B.A. from Auburn University. Mr. Powers also
received his LLM in Taxation from New York University.
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Item 5.07. Submission of Matters to a Vote of Security Holders
On October 1, 2021, Trulieve, as the sole shareholder of Harvest, pursuant to an
action by unanimous written consent in lieu of an annual meeting, elected each
of Kim Rivers and Eric Powers to serve on the Harvest Board, effective as of the
Effective Time, until his or her respective successor is elected and qualified.
Item 7.01. Regulation FD Disclosure.
On the Closing Date, Harvest and Trulieve issued a joint press release
announcing, among other things, the completion of the Arrangement and that
trading of the Subordinate Voting Shares on the CSE will cease in connection
therewith. A copy of the press release is furnished as Exhibit 99.1 hereto and
incorporated in this Item 7.01 by reference.
The information set forth in this Item 7.01 and Exhibit 99.1 shall not be deemed
"filed" for purposes of the Exchange Act, nor shall it be deemed incorporated by
reference in any Harvest filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 Arrangement Agreement, dated May 10, 2021, between Trulieve
Cannabis Corp. and Harvest Health & Recreation Inc. (incorporated
by reference to Exhibit 2.1 to Harvest's Current Report on Form
8-K filed with the SEC on May 12, 2021).
99.1 Joint Press Release dated October 1, 2021 (included herewith).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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HARVEST HEALTH & RECREATION INC. 
