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Maynbridge Provides $42.7MM Facility to Green Organic Dutchman

Date: Dec 27, 2019 @ 08:45 AM
Filed Under: Cannabis

The Green Organic Dutchman Holdings Ltd., a leading producer of premium certified organic cannabis, is pleased to announce that the Company has entered into a binding term sheet with Maynbridge Capital Inc. (the “Lender”), subject to satisfactory documentation and the fulfilment of all conditions precedent, for a senior secured first lien credit facility of up to $41.7 million (the “Facility”). The Facility will replace the proposed mortgage loan as well as the sale and leaseback of its Ancaster Energy Centre, which are no longer being pursued by the Company at this time.

The Facility consists of a committed $26.7 million senior secured term loan (the “Loan”) with an 18-month term and 12 monthly interest only payments followed by 6 monthly payments of principal and interest, with the principal component based on a 15-year amortization, and an additional uncommitted $15.0 million senior secured term loan (the “Accordion Loan”), with terms to be agreed between the Lender and the Company. The interest rate on the Loan will be 13% per annum and the Loan will be secured by a first lien against all assets of the Company and its material subsidiaries. The Company will issue 7,000,000 common share purchase warrants of the Company (“Warrants”) to the Lender, subject to standard adjustment provisions, on the date of closing of the Loan. Each Warrant shall be exercisable to acquire one common share of the Company for a period of 36 months from closing of the transaction at an exercise price of C$1.00 per Warrant.

Upon closing of the Loan, TGOD will receive $26.7 million. A further $15 million may be made available by the Lender under the Accordion Loan upon the Lender’s credit approval and the achievement of certain operating and financial milestones, to be agreed, which the Company expects to obtain and achieve not earlier than the end of the third quarter of 2020.

The Loan’s gross proceeds of $26.7 million to be received on closing (which includes the financed portion of a fee in the amount of $1.7 million) compares to the combined total of $26 million that was expected in the first tranches of the mortgage loan and the sale and leaseback previously considered by the Company. In addition, the interest only payments under the Loan in the first-year amount to only $3.5 million in cash outflow, compared to a total of $7.1 million in cash outflow for interest and lease payments that would have been due under the mortgage loan and the sale and leaseback agreement. As such, this new lending arrangement represents a net positive for committed cash flow. The Company does not consider the difference in amounts from the Accordion Loan expected later in 2020 to impact the viability of the production ramp-up to operating cash flow by the second quarter of 2020.

The Loan is subject to completion of customary closing conditions, including satisfactory documentation, with expected completion of conditions precedent and closing on December 20, 2019 and in any event prior to December 31, 2019. The underwriter of the Company’s previously announced bought deal public offering of units has consented to the entering into of the Loan.

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