Jushi, a vertically integrated, multi-state cannabis operator, completed the refinancing of its former senior secured credit facility and its former second lien credit facility through the issuance of a $160 million senior secured term loan with funds managed by FocusGrowth Asset Management, along with other members of a loan syndicate. FG Agency Lending, a subsidiary of FocusGrowth Asset Management, acted as administrative agent for the term loan.
The term loan was issued at a 4.0% original issuance discount and bears an interest rate of 12.50% per annum, payable monthly, and matures three years from the issuance date. The term loan is guaranteed by certain direct and indirect subsidiaries of the company and secured by first priority liens on certain assets of the company and certain of the company’s direct and indirect subsidiaries. The term loan does not amortize and is non-dilutive to current shareholders.
Following issuance of the term loan and the repayment of the former 1st lien credit facility and the former 2nd lien credit facility, the company has approximately $35 million of cash, cash equivalents and restricted cash as of March 27, 2026.
Serpentine Capital Management III, an entity controlled by James Cacioppo, Jushi’s CEO, chairman and founder, participated in the term loan with a principal amount of approximately $28 million. Denis Arsenault, a founder and significant equity holder of the company, participated in the term loan with a principal amount of approximately us$21 million.
Each of Cacioppo, as a director and officer of the company, and Arsenault, who owned greater than 10% of the then issued and outstanding subordinate voting shares of the company on as converted basis (calculated in accordance with MI 61-101), were considered a related party of the company under MI 61-101 at the time the term loan was completed. As a result, the refinancing, to the extent it involves the participation of the related parties in the term loan, is considered a related party transaction under MI 61-101.
The company relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(b) and 5.7(1)(f) of MI 61-101 on the basis that the company does not have its securities listed on any of the specified markets set out in section 5.5. (b) of MI 61-101 and that the term loan is not convertible, directly or indirectly, into or repayable, directly or indirectly, in equity or voting securities of the company or any of its subsidiaries. The company did not file a material change report in respect of the related party transaction 21 days prior to the closing of the term loan as the details of the refinancing had not been confirmed at that time. The company deemed this circumstance reasonable in order to complete the refinancing in an expeditious manner. The refinancing was considered by a special committee of independent directors and the special committee recommended approval of the refinancing to the board. The refinancing was then considered and approved by the board (with Cacioppo abstaining).
