UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 11, 2024, certain subsidiaries of Green Thumb Industries Inc., a British Columbia corporation (the “Company”) entered into the Credit Agreement (the “Credit Agreement”), by and among GTI23, Inc., a Delaware corporation and a subsidiary of the Company (“Borrower”), and certain other subsidiaries of the Company as the Guarantors, the lenders party thereto, and Valley National Bank, a national banking association, in its capacity as agent for the lenders, pursuant to which the Borrower incurred $150 million of term loans (the “Loans”). The Borrower used the net proceeds of the Loans, together with cash on hand, to refinance existing indebtedness and to pay costs, expenses and fees in connection with the foregoing transactions. The Loans mature on September 11, 2029. The Loans bear interest at a rate equal to Term SOFR (as such term is defined in the Credit Agreement) plus 5% per annum. Term SOFR is subject to a 1.00% floor. The Credit Agreement includes customary terms and conditions for a financing of this type.
The repayment obligation under the Credit Agreement may be accelerated upon the occurrence of an event of default thereunder, including, among other things, failure to pay principal, interest or fees on a timely basis, material inaccuracy of any representation or warranty, failure to comply with covenants, cross-default to other material debt, material judgments, change of control and certain insolvency or bankruptcy-related events, in each case, subject to any certain grace and/or cure periods.
The Borrower’s obligations under the Credit Agreement are required to be unconditionally guaranteed by each of its existing or subsequently acquired or organized direct and indirect subsidiaries, subject to certain customary exceptions, and are secured by security interests in substantially all assets of the Borrower and the guarantors, subject to certain customary exceptions.
The foregoing description of the Credit Agreement is not complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Report is incorporated by reference into this Item 2.03.
| Item 7.01. | Regulation FD Disclosure. |
On September 12, 2024, the Company issued a press release announcing the closing of the financing, a copy of which is attached as Exhibit 99.1 to this Report and is incorporated herein by reference.
The information set forth in Item 7.01 of this Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information set forth in Item 7.01 of this Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
| 10.1† | Credit Agreement, dated September 11, 2024 | |
| 99.1 | Press release, dated September 12, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| † | Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv). Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREEN THUMB INDUSTRIES INC. | ||||||
/s/ Anthony Georgiadis | ||||||
| Date: September 13, 2024 | Anthony Georgiadis | |||||
| President | ||||||