Curaleaf announces $500 million senior secured notes offering

Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) announced it has received commitments for a private placement of $500 million in 11.5% senior secured notes due February 1, 2029, according to a company statement.

The cannabis company plans to use the proceeds to refinance its existing $475 million senior secured notes due December 15, 2026, of which $457 million remains outstanding. The remaining funds will support global growth initiatives and cover transaction fees and expenses.

The notes will be issued at 100% of face value and bear interest at 11.5% per annum, payable semi-annually until maturity unless earlier redeemed or purchased. The offering is expected to close on or about February 18, 2026, subject to customary closing requirements.

"Strong demand from both new and existing investors has delivered a meaningfully oversubscribed offering that refinances and surpasses our prior commitments, ranking this as the largest note offering in the U.S. cannabis industry to date," said Boris Jordan, Chairman and CEO of Curaleaf.

The trust indenture governing the notes permits additional note issuances subject to leverage covenants and allows up to $100 million of senior bank financing. Ten first-time cannabis lenders committed to the transaction, according to the company.

The notes are being offered through private placement in certain Canadian provinces and territories under exemptions from prospectus requirements. In the United States, the notes may be sold to qualified institutional buyers and accredited investors under exemptions from Securities Act registration requirements.

Seaport Global Securities leads the placement agents for the transaction. The notes will be subject to a four-month hold period under Canadian securities laws.

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