Cannabis M&A and Real Estate Transactions: What is a Closing?

Virtually any time that there are transactions involving cannabis company mergers, cannabis company acquisitions, or cannabis real estate sales, and in many cases involving the sale of assets of a cannabis company, the parties are likely to encounter a concept called “closing” in their purchase agreements. Closing isn’t necessarily unique to purchase and sale situations and can be happen in other types of contracts as well, but for the purposes of this post, I’ll focus on cannabis mergers and acquisitions (M&A), as well as real estate transactions.

“Closing” under a contract is essentially the process where the main purpose of the contract is carried out. In most M&A and real estate transactions, the contract is executed before closing – and in some cases long before it. For example, parties to a company acquisition may sign the papers on June 1, but the actual transfer of shares and the purchase price may not happen until September 1.

You may be asking, “why not just sign the contract on the same day as the asset is purchased?” The answer is that having a future closing gives the parties to the contract time to carry out certain pre-closing conditions. For example, if in

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After Corporate Buyout, Oasis Cannabis Says It's Still All About Medical Patients – Phoenix New Times

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To put it bluntly, many Arizona medical marijuana patients felt slighted – or, at least, slightly less special – after recreational marijuana sales kicked off in the state on January 22. Lines at dispensaries wound around the buildings, product became extremely scarce, and prices went up all over the Valley. More than three months later, patients are still complaining, especially about limited product options at their longtime dispensaries.

Not so much at Oasis Cannabis, though. The local three-dispensary chain maintains its focus on medical marijuana patients, offering express pickup for online orders, patient-only specials, and a larger variety of products to medical cardholders than what’s on the recreational menu. Despite not having its own grow operation until recently (the first harvest is due in June) and demand being “at least two to three times what it was this time last year,” according to marketing manager Anders Mintz, Oasis’ locations have never run out of weed for patients and continue to offer a

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Glass House Group Awarded Two Additional Santa Barbara Retail Licenses – Cannabis Dispensary

Trulieve Cannabis Corp., the largest fully licensed medical cannabis company in Florida, announced May 10 its definitive arrangement agreement for the acquisition of Arizona-based Harvest Health and Recreation Inc., in a $2.1-billion deal.

Primarily a vertically integrated “seed-to-sale” company, Trulieve touted the all-stock transaction as one that creates the most profitable multistate operator in the U.S. Harvest Health and Recreation, a multistate operator in its own right, has a retail and wholesale footprint that recorded continued growth over the past decade.

The handshake was not surprising as far as merger-and-acquisition activity in the cannabis space, which has been hot and heavy since the November 2020 election, but the whopping price tag attached to the deal was a head-turner, said Jonathan Havens, a partner at Saul, Ewing, Arnstein and Lehr’s Philadelphia-based law firm. He counsels clients on transactional matters in the cannabis industry.

“This is a big deal. The price tag is obviously quite notable,” Havens said. “But look, the M&A, the deal activity in the cannabis space, has been hot for a while and I think will continue to be hot. The price tag here is big. Trulieve is a very strong operator with a strong balance sheet, which gives them the

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Pot dispensary's permit renewed – Northwest Arkansas Democrat-Gazette

The Arkansas Medical Marijuana Commission renewed the fiscal year 2022 permit for the only licensed dispensary in Hot Springs earlier this week.

Green Springs Medical’s permit was one of 16 dispensary permits the commission renewed. According to rules and regulations the commission adopted, the state charges a $22,500 renewal fee. Green Springs ranked eighth out of 32 operating dispensaries in sales for the 21-day reporting period that ended Sunday, reporting 118.83 pounds in sales in the report the state revenue agency released Tuesday.

The Seneca Street location ranked no higher than 10th in the six previous sales reports. The more than 4,000 pounds in sales it’s reported since opening in May 2019 ranked second behind The ReLeaf Center in Bentonville. The 244.40 pounds in sales the Northwest Arkansas location reported during the 21-day period that ended Sunday led all dispensaries. The ReLeaf Center has led 10 out of the last 11 sales reports.

The Tax Procedure Act prohibits the state from releasing revenue figures for individual dispensaries. In aggregate, they reported sales of $303.5 million through Sunday, including $18 million during the latest reporting period.

Suite 443, Garland County’s other licensed dispensary, finished third during the 21-day period, reporting 194.38

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Danbury Mayor Joe Cavo on Talk of a Drive-Thru Marijuana Dispensary – i95rock.com

According to the News Times, the Bethel based medicinal marijuana dispensary company D & B Wellness has plans to expand into Danbury, CT.

Now that the company is discussing their expansion into a Danbury location that used to be a bank, the question keeps coming up, will there be a drive-thru?

Danbury Mayor Joe Cavo joined the Ethan and Lou Show on I-95 Thursday (5/6/21) morning and we asked him about the idea. It’s important to note that we jumped around and also had talks about recreational marijuana in the Hat City. We didn’t do that because we are confused, we did it because we are grown-ups and we all know it’s an eventuality. We started by asking Cavo what he thought of the drive-thru, he replied:

“So, I don’t really know what the difference is if you are walking into a dispensary or if you are driving up to a dispensary. Same thing like, going to get a burger, you either walk in the store or you drive up and get it. I don’t know that I can really weigh in on that, you know one way or the other. You know on first blush, I don’t really see you know if it’s

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Secrecy around ownership records raises questions about marijuana networks – Jefferson City News Tribune

Greenlight Dispensary advertises 16 medical marijuana locations across Missouri, from Cape Girardeau to Kansas City, and all points in between.

Justice Grown, a Pennsylvania-based company, has ties to 14 dispensaries in Missouri.

Yet Missouri’s constitution prohibits the state from granting more than five dispensary licenses to any single entity or individual. The goal was to avoid a medical marijuana monopoly that could drive up costs to patients.

Do the Greenlight and Justice Grown connections violate Missouri law? Is everything above board? Or did they successfully snake through legal loopholes that hinge on the definition of “ownership” and “control”?

State officials said they’re fine, but Missourians will have to take their word for that.

Analysis of the 192 dispensary licenses issued by the state shows several instances where a single entity was connected to more than five dispensary licenses.

However, because the state has steadfastly withheld any ownership information about license holders from public disclosure, it’s impossible to determine who owns what.

The dynamic has stoked criticism from those who contend an opaque system undermines public confidence in the fledgling program, or worse, actually tilts the scales toward well-connected insiders who wrote the constitutional amendment that created the medical marijuana program and went then on to shape its

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A Fashionable Cannabis Dispensary Debuts in The Berkshires – Surface Magazine

FARNSWORTH FINE CANNABIS 
Designers: Adam Lippes, Alexander Farnsworth, and Simon Aldridge
Location: The Berkshires

On offer: American fashion designer Adam Lippes teamed up with entrepreneur Alexander Farnsworth to launch this suave boutique on Main Street in bucolic Great Barrington, Massachusetts that elevates cannabis retail to the realm of a high-end jewelry dealer. Inspired by circa-1400’s European apothecaries like the august Ospedale Maggiore complex founded by the Duke of Milan Francesco Sforza, Lippes, Farnsworth, and British architect Simon Aldridge conceived the minimalist showroom with a bronze Julie Neill leaf showpiece chandelier and 78 arched oak wood vitrines that nod to Rome’s Colosseo Quadrato. 

Standout features: As alluring as the interiors are, the main draw is the product on the shelves. The company’s elegant full-flower “cigarettes” available in three effects—Light for a bright and heady lift, Classic for a pleasantly buzzy bliss, and Bold for full-bodied relief—are wrapped in organic hemp paper tipped with a lengthy filter that creates a high-flow filtration. Translation: it’s a smooth smoke. The Farnsworth 4-piece accessory set includes matchbox and cigarette holders, a rolling paper tray, and a gold or silver hummingbird motif ashtray. Don’t miss the selection of hand-painted 1950s Italian ashtrays, vintage lighters by DuPont, Dunhill, Tiffany,

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Minorities fight for racial equity, legalization from within the marijuana industry – ABC News

Nearly a decade ago, Linda Greene was having dinner with some of her friends when she heard that marijuana had been legalized for medicinal use in Washington, D.C. Having lived through the 1960s counterculture, she saw an opportunity.

Greene opened Anacostia Organics in 2019. The push to open the medicinal marijuana dispensary began after Greene saw that of the 15 original cultivator and dispensary licenses issued by the district’s Department of Health, none had been awarded to residents of the U.S. capital, and only two had been awarded to people of color.

Anacostia Organics became the first medical marijuana dispensary east of the Anacostia River, located in a poverty-stricken area that was also home to the majority of the city’s patients registered to buy marijuana for medicinal purposes. Greene, who aims to uplift the community in which her dispensary is located, said the drug has been misunderstood.

“This is not a stoner industry,” she told ABC News. “It’s been misconceived. … It’s the industry of healing.”

Linda Greene, founder of Anacostia Organics, listens to speakers at the ribbon cutting ceremony of Anacostia Organics, the first medical marijuana dispensary east of the Anacostia River, on Jan. 24, 2019 in Washington, D.C.

Greene is one of over

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