representative work

MedMen Enterprises Inc. Closes Subscription Receipt Financing and Reverse Takeover Transactions

05/28/2018

On May 28, 2018, MedMen Enterprises Inc. (formerly Ladera Ventures Corp.) (the “Company”), completed a business combination with MM Enterprises USA, LLC (“MedMen LLC”) that resulted in the reverse take-over of the Company by MedMen LLC and its securityholders.  The business combination was structured as a series of transactions, including a Canadian three-cornered amalgamation transaction and a series of U.S. reorganization steps, which resulted in the Company indirectly acquiring all of the voting securities of MedMen LLC.

Prior to the completion of the business combination, MedMen LLC completed, through a special purpose corporation, a brokered subscription receipt financing at a price of $5.25 per subscription receipt for aggregate gross proceeds of approximately $143.3 million. As part of closing the business combination, the investors in the financing received Class B Subordinate Voting Shares of the Company (the “Subordinate Voting Shares”) on an economically equivalent basis. The financing was co-led by Cormark Securities Inc. and Canaccord Genuity Corp., with a syndicate that included Eight Capital, GMP Securities L.P., Beacon Securities Limited, Echelon Wealth Partners Inc. and Mackie Research Capital Corporation.

The Subordinate Voting Shares began trading on the Canadian Securities Exchange on May 29, 2018 under the symbol “MMEN”. Based on enterprise value, the Business Combination is the largest reverse take-over ever completed in Canada.

Cassels acted for MedMen LLC on the business combination and financing.