Ascend Wellness Holdings, Inc. (CSE: AAWH.U) (OTCQX: AAWH) is ramping up its efforts to get MedMen (OTC: MMNFF) to finish the deal that the 2 firms had organized as regards to the New York properties. On Friday, Ascend filed a grievance within the Business Division of the Supreme Court docket of the State of New York in New York County towards MedMen NY, Inc. and MM Enterprises USA, LLC during which Ascend is attempting to get MedMen to undergo with the deal that MedMen is attempting to get out of. As well as, AWH has made an software for a preliminary injunction and short-term restraining order to keep up the established order between the events and to forestall any actions by the MedMen events that may end in further encumbrances on the fairness or belongings of MedMen NY, Inc.
The Unique Deal
The 2 firms had agreed in February of 2021 Ascend would make investments $73 million to be able to obtain controlling curiosity in 86.7% of the corporate’s New York properties. As well as, Ascend had an choice to buy the remaining quantity sooner or later. MedMen was in fairly dangerous form on the finish of 2020. The corporate was closely in debt and its liabilities exceeded its belongings by 50%. MedMen continued to lose cash quarter after quarter and its operational prices exceeded 100% of its gross revenues making profitability an unlikely hope somewhat than a actuality. Moreover, MedMen’s income was dropping and its losses elevated quarter over quarter. MedMen spent a lot of 2020 making an attempt to restructure, promote its belongings and renegotiate its many obligations. The corporate was additionally dealing with points with its founders and a lawsuit by the corporate’s former Chief Monetary Officer James Patterson, which MedMen received.
Ascend stepped in and gave MedMen some much-needed money, together with an upfront $4 million money infusion in December 2020 in reference to the execution of a letter of intent between the events and an additional $4.46 million to cowl MedMen’s working capital wants and Utica facility web site enhancements and growth throughout 2021.
NY Approval
The deal although was contingent upon approval by the state of New York. MedMen submitted an software to the New York regulators as of March 11, 2021, for approval of the
sale of MedMen NY to Ascend. That software recited that MedMen wanted a right away money infusion from Ascend to proceed its operations. The method hit a snag when midway by means of 2021, the state transferred oversight of the hashish program from the Division of Well being to the newly created Workplace of Hashish Administration (OCM). Ascend claims that MedMen didn’t pursue the state’s approval inflicting Ascend to step in and push the method alongside. Lastly, the state gave its approval on December 16.
Nevertheless, using the phrase “conditionally” within the approval triggered MedMen to say that the approval wasn’t remaining and they also might terminate the deal. In accordance with the grievance, Ascend went again to the OCM and requested for clarification. The OCM said that its approval was in actual fact remaining. Nonetheless, MedMen insisted it wasn’t and at last on December 29, the OCM contacted MedMen to say it was certainly remaining.
The deal said that MedMen needed to shut inside 5 days of receiving approval from the state of New York. Nonetheless, MedMen insists it didn’t get approval by December 31 regardless that the emails exist that show it did. If that wasn’t dangerous sufficient, Ascend claims that MedMen NY paid an improper $500,000 dividend to its mum or dad firm, doubtless financed by advance {dollars} paid to MedMen by Ascend.
Looming Debt
Ascend additionally said in its grievance that MedMen NY has roughly $100 million {dollars} of loans for which MedMen NY capital inventory has been pledged as collateral within the occasion of default. “These loans have been made to the MM Enterprises’ subsidiary, MM Can USA, Inc. by Hankey Capital, LLC. As soon as the unique deal closed, Ascend would concern to MedMen NY a promissory word within the quantity of $28 million and that MedMen NY would subsequently assign the Closing Observe to Hankey. Hankey would then launch MedMen NY from any legal responsibility with the mortgage. The loans from Hankey are scheduled to come back due on January 31, 2022, and February 1, 2022. “Within the occasion of default on the MM Can mortgage agreements, Hankey is permitted
to foreclose on the pledged MedMen NY possession curiosity and may promote the foreclosed upon curiosity at a public or personal sale or retain the curiosity for its personal account. In such occasion, an
order particularly implementing MedMen NY’s obligation to shut the Transaction might be meaningless.” MedMen agreed to the Hankey mortgage in 2018.
In different phrases, if MedMen defaults, then Hankey will get the inventory and Ascend is left empty-handed.
New MedMen
In November, Michael Serruya was named Chairman and Interim CEO, efficient instantly. Serruya succeeded outgoing Chairman and CEO Tom Lynch, who held the place since 2020 and oversaw the corporate’s operational turnaround. Serruya joined MedMen’s board in August 2021 as a part of a $100 million funding within the firm by Serruya Personal Fairness to develop its operations in key markets and establish and speed up additional progress alternatives throughout the US. Some sources have speculated that Serruya believes the corporate offered the MedMen NY properties at a reduction and that’s the reason they need to terminate the deal. Basically, the brand new administration believes it might get more cash for MedMen NY.
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