Tilray, Inc. (NASDAQ: TLRY) has bought the majority of the outstanding senior secured convertible notes of MedMen Enterprises Inc. (CSE: MMEN) (OTCQX: MMNFF) that were originally held by certain funds affiliated with Gotham Green Partners, LLC and other funds. The transaction is valued at $165.8 million.

Tilray said the purchase sets the company up to own a significant equity position in MedMen through conversion of the Notes and exercise of associated warrants following U.S. cannabis legalization (or Tilray’s waiver of such condition). In connection with the sale of the Notes, MedMen and GGP amended the restrictive covenants and extended the debt maturity to 2028 to provide MedMen the flexibility to execute on its growth priorities and explore additional strategic opportunities.

Irwin D. Simon, Tilray’s Chairman and CEO, said, “Backed by accelerating trends towards legalization globally, we are focused on building the world’s leading cannabis-focused consumer branded company with a goal of $4 billion of revenue by the end of our fiscal 2024. The investment we are announcing in MedMen securities today, one of the most recognized brands in the $80 billion U.S. cannabis market, is a critical step towards delivering on our objective as we work to enable Tilray to lead the U.S. market when legalization allows.”

In addition, MedMen separately announced today a significant equity investment from a private placement of MedMen shares and warrants to a group of investors. MedMen has 21 licenses and 25 retail locations across key urban centers, including the Bay Area, Los Angeles, Boston, Chicago, and Las Vegas, and a significant position in California.

Tom Lynch, MedMen’s Chairman and CEO, added, “Our management team has spent the past 18 months executing a disciplined turnaround plan. We are grateful to our stakeholders for their patience and support as we worked to fix the business and rebuild trust and credibility. We believe that patience has paid off, as these efforts have succeeded in attracting partners who share our vision for building the world’s most powerful cannabis retail brand. In addition, the proceeds from the private placement and amendments to the Notes, gives MedMen the cash and flexibility to match our revenue trajectory to our operational expertise and internationally renowned brand. MedMen 2.0 is here, and we are thrilled to embark on the next stage of our journey.”

$100 Million Backstop

In addition to the Tilray purchase, MedMen announced that investors, led by Serruya Private Equity are buying $100 million of units of MedMen at a purchase price of $0.24 (C$0.32) per Unit. Certain investors associated with SPE agreed to backstop the $100 million to be raised in the Private Placement. The money will allow MedMen to expand its operations in key markets such as California, Florida, Illinois and Massachusetts and identify and accelerate further growth opportunities across the United States.

Lynch said, “This US$100 million investment is a game-changer for our Company, strengthening our balance sheet and creating a platform for our future growth. This transaction gives us the flexibility and firepower to match our revenue trajectory to our operational expertise and internationally renowned brand. MedMen 2.0 is here, and we are thrilled to embark on the next stage of our journey.”