SNDL Inc. (NASDAQ: SNDL) announced the completion of its acquisition of certain assets from Surterra Holdings, Inc. and certain of its affiliates, known as Parallel, a vertically integrated cannabis operator with state-licensed operations in Florida, Texas, and Massachusetts.

The transaction was completed through a consensual secured creditor foreclosure of specified equity interests and assets. Through its Sunstream Bancorp Inc. joint venture, SNDL holds indirect majority economic exposure equivalent to 66.7% of TransactionCo's equity and 69.4% of its debt. The transaction extinguished approximately $842 million of Parallel's debt obligations.

The acquired assets include 56 retail locations and three cultivation and manufacturing facilities across the three states, with annualized revenue of approximately $150 million. The footprint includes 43 dispensaries in Florida operating under the Surterra Wellness brand, 10 retail or pickup locations in Texas under the Goodblend brand, and three dispensaries in Massachusetts under the New England Treatment Access brand.

SNDL said it expects to convert its indirect exposure into direct, consolidated holdings in the coming months, subject to legal, regulatory, accounting, and Nasdaq requirements. The company stated this could make it one of the first Nasdaq-listed companies with direct, consolidated exposure to U.S. medical cannabis operations. Any adult-use or recreational exposure, including in Massachusetts, is expected to remain deconsolidated pending further regulatory and exchange approvals.

The closing does not have an immediate impact on SNDL's financial reporting, other than the acquisition of a $29.75 million principal loan position purchased at a 25% discount to par value. The investment continues to be accounted for using the equity method under International Financial Reporting Standards.

SNDL Chief Executive Officer Zach George said the transaction "marks the successful completion of a complex, multi-year restructuring of one of Sunstream's largest legacy credit investments."

Weil, Gotshal & Manges LLP acted as legal counsel for Sunstream and Talladega. Moelis & Company served as exclusive financial advisor and investment banker.