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Sean ‘Diddy’ Combs to buy Cresco, Columbia Care marijuana assets for up to $185 million

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Business mogul and rapper Sean “Diddy” Combs agreed to buy marijuana retail and production assets owned by Columbia Care and Cresco Labs for up to $185 million to create what is being called the largest Black-owned cannabis company in the U.S.

The sale of the retail and production facilities in three states also will bring New York-based Columbia Care and Chicago-headquartered Cresco closer to completing their merger. That deal was announced in March and valued at the time at roughly $2 billion.

The transaction must be approved by regulators and receive clearance from federal antitrust regulators.

According to a Friday news release, Combs is buying nine retail stores and three production facilities in Illinois, Massachusetts and New York – a move that will allow the Black entrepreneur to launch “the country’s first minority-owned and operated, vertically integrated multistate operator.”

Requests from MJBizDaily for comment from the mogul’s Combs Enterprises were not returned.

But Combs told The Wall Street Journal he’s disappointed by the lack of minority representation in the cannabis industry and aims to make it more equitable.

“It’s diabolical,” he said.

“How do you lock up communities of people, break down their family structure, their futures, and then legalize it and make sure that those same people don’t get a chance to benefit or resurrect their lives from it?”

MJBizDaily’s new report, “Diversity, Equity & Inclusion in the Cannabis Industry,” shows that 12.1% of executives in the U.S. marijuana industry are racial minorities, down from 13.1% in 2021.

That’s well below the average for all U.S. businesses: According to the U.S. Bureau of Labor Statistics, approximately 20.1% of all CEOs nationwide are racial minorities.

Cresco’s acquisition of Columbia Care is contingent on Cresco’s divestiture of assets to meet regulatory requirements.

Additional asset sales are expected.

The deal with Combs will close if Cresco’s purchase of Columbia Care closes, the release noted.

According to the terms of the Cresco asset sale:

  • Roughly $110 million in cash and $45 million in seller notes will be payable when the transaction closes.
  • The rest of the $185 million will be payable if certain “short-term, objective and market-based milestones” are met.
  • In New York, the transaction includes Columbia Care’s Brooklyn, Manhattan and Rochester stores as well as a Rochester production facility. The deal also includes a New Hartford store owned by Cresco.
  • In Massachusetts, a Cresco Labs Leicester production facility plus stores in Worcester and Leicester are part of the deal. The transaction also includes a Columbia Care store in Greenfield.
  • In Illinois, three assets owned by Columbia Care are included: two stores in Chicago and a production facility in Aurora.

According to the release, the asset sale gives Combs the ability to:

  • Cultivate and manufacture cannabis products.
  • Wholesale and distribute those branded products to licensed retailers in big metropolitan areas including Boston, Chicago and New York City.
  • Operate retail stores in all three states.

The transaction comes as New York prepares to launch its new adult-use marijuana market, which is expected to be one of the largest in the nation.

New York adult-use retailers are projected to generate $1 billion-$1.2 billion in sales next year and growing to $2.2 billion-$2.7 billion by 2026, according to the 2022 MJBiz Factbook.

Illinois already has a robust recreational market, while legalization advocates have long eyed Pennsylvania as ripe for adult use – although efforts to launch such a market have run into opposition from Republican legislators.

The Combs deal has benefits for Cresco, too.

“For Cresco, the transaction is a major step towards closing the Columbia Care acquisition and our leadership position in one of the largest consumer products categories of the future,” Cresco Labs CEO Charles Bachtell said in a statement.

“For an industry in need of greater diversity of leadership and perspective,” he continued, “the substantial presence of a minority-owned operator in some of the most influential markets in the country being led by one of the most prolific and impactful entrepreneurs of our time is momentous… and incredibly exciting.

“We’re thrilled to welcome Sean and his team to the industry.”

No stranger to business

While it’s Combs’ first foray into cannabis, the chair and CEO of New York-based Combs Enterprises last week was declared a billionaire and the second-richest hip-hop artist in North America.

The Combs Enterprises portfolio includes alcohol brands DeLeón tequila and Cîroc vodka, the Oscar-winning Revolt film and television company and clothing brand Sean John.

But Combs, who performed and recorded music under the name Puff Daddy, is probably best known for his oldest business venture, Bad Boy Entertainment.

That division put out some of the most popular hip-hop music in the 1990s by artists such as the Notorious B.I.G., Craig Mack and Ma$e.

Combs isn’t the first Black entertainment mogul to enter the cannabis industry.

Fellow New York native Shawn “Jay-Z” Carter – the wealthiest hip-hop artist in North America, according to ex-Forbes editor Zack O’Malley Greenburg – entered California’s cannabis industry with the Monogram brand, which launched in 2020.

In 2021, as part of a special purpose acquisition company (SPAC) deal involving Left Coast Ventures, a cannabis investment and production company, as well as marijuana brand Caliva, Carter was hired to promote equity and inclusion.

Berner, the founder of cannabis producer and retailer Cookies, is fourth on the list of North America’s richest hip-hop artists.

But Combs could be the first Black owner of a vertically integrated multistate cannabis operator.

“My mission has always been to create opportunities for Black entrepreneurs in industries where we’ve traditionally been denied access, and this acquisition provides the immediate scale and impact needed to create a more equitable future in cannabis,” Combs, said in a statement.

“Owning the entire process – from growing and manufacturing to marketing, retail, and wholesale distribution – is a historic win for the culture that will allow us to empower diverse leaders throughout the ecosystem and be bold advocates for inclusion.”

It’s not yet clear how Combs will navigate the New York market, where he will hold both production and retail licenses.

Last week, state regulators advised that vertically integrated cannabis companies will be banned from participating in adult-use sales, which are scheduled to begin this year.

Cresco acquisition looking good

Shaleen Title, a former Massachusetts cannabis regulator and the founder of drug policy think tank Parabola Center, tweeted that rather than focusing on wealthy acquisitions, it’s more important to note that in order for Cresco Labs to acquire Columbia Care, the two companies would have to divest multiple assets in several states to complete the merger.

Equity analyst Owen Bennett of New York-based investment bank Jefferies Group wrote in a note that that the company is “very bullish” on the merged Cresco-Columbia company now that it has assets in only Florida, Maryland and Ohio to be sold.

With the collapse of two M&A cannabis deals in recent months – Verano Holdings’ acquisition of Goodness Growth and Ascend Wellness’s acquisition of MedMen’s New York assets – there have been doubts that Cresco’s acquisition could also fall through.

“While more assets to be offloaded, today’s announced sales now materially reduce the risk of the deal not completing, in our view,” Bennett wrote.

“What is also very encouraging against the backdrop of the more challenging industry conditions outlined is the fee to be received, more so given the much documented headwinds for New York.”

Bennett wrote that he believes the two companies will get close to the projected $300 million from their respective divestitures.

Derek Dley, a Toronto-based analyst with Canaccord Genuity Group – acting as financial adviser to Columbia Care through the acquisition – warned that it could be lower.

“Following this morning’s announcement, we believe that total number is now lower as we estimate the assets referenced today make up the vast majority of the value of the total asset divestiture package,” Dley wrote in a note.

Pablo Zuanic, managing partner at New York-based investment banking firm Cantor Fitzgerald, outlined in a Friday note what’s left to divest:

  • Five Ohio stores plus production.
  • A small processor in Maryland.
  • One Florida license.

“The company may opt, although it is not required, to also sell part of its assets in Florida and Pennsylvania for efficiency purposes,” he wrote.

“Based on comps, we think the Florida license could be worth $50 million (although comps may be dated), Ohio for more than $30 million and Maryland for around $5 million,” he added.

“If we add other assets to be sold (Florida/Pennsylvania, we think the company may reach the guidance of $300 million in gross proceeds from asset sales.”

Shares of Columbia Care were up by 2.34% on the Canadian Securities Exchange (CCHW) and by 4.23% on the U.S. over-the-counter markets (CCHWF) on Friday afternoon.

Shares of Cresco were down by 1.16% on the CSE (CL) and by 0.32% on the OTC markets (CRLBF).

Source: https://mjbizdaily.com/sean-diddy-combs-to-buy-cresco-columbia-care-marijuana-assets-for-up-to-185-million/

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New Mexico cannabis operator fined, loses license for alleged BioTrack fraud

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New Mexico regulators fined a cannabis operator nearly $300,000 and revoked its license after the company allegedly created fake reports in the state’s traceability software.

The New Mexico Cannabis Control Division (CCD) accused marijuana manufacturer and retailer Golden Roots of 11 violations, according to Albuquerque Business First.

Golden Roots operates the The Cannabis Revolution Dispensary.

The majority of the violations are related to the Albuquerque company’s improper use of BioTrack, which has been New Mexico’s track-and-trace vendor since 2015.

The CCD alleges Golden Roots reported marijuana production only two months after it had received its vertically integrated license, according to Albuquerque Business First.

Because cannabis takes longer than two months to be cultivated, the CCD was suspicious of the report.

After inspecting the company’s premises, the CCD alleged Golden Roots reported cultivation, transportation and sales in BioTrack but wasn’t able to provide officers who inspected the site evidence that the operator was cultivating cannabis.

In April, the CCD revoked Golden Roots’ license and issued a $10,000 fine, according to the news outlet.

The company requested a hearing, which the regulator scheduled for Sept. 1.

At the hearing, the CCD testified that the company’s dried-cannabis weights in BioTrack were suspicious because they didn’t seem to accurately reflect how much weight marijuana loses as it dries.

Company employees also poorly accounted for why they were making adjustments in the system of up to 24 pounds of cannabis, making comments such as “bad” or “mistake” in the software, Albuquerque Business First reported.

Golden Roots was fined $298,972.05 – the amount regulators allege the company made selling products that weren’t properly accounted for in BioTrack.

The CCD has been cracking down on cannabis operators accused of selling products procured from out-of-state or not grown legally:

Golden Roots was the first alleged rulebreaker in New Mexico to be asked to pay a large fine.

Source: https://mjbizdaily.com/new-mexico-cannabis-operator-fined-loses-license-for-alleged-biotrack-fraud/

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Marijuana companies suing US attorney general in federal prohibition challenge

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Four marijuana companies, including a multistate operator, have filed a lawsuit against U.S. Attorney General Merrick Garland in which they allege the federal MJ prohibition under the Controlled Substances Act is no longer constitutional.

According to the complaint, filed Thursday in U.S. District Court in Massachusetts, retailer Canna Provisions, Treevit delivery service CEO Gyasi Sellers, cultivator Wiseacre Farm and MSO Verano Holdings Corp. are all harmed by “the federal government’s unconstitutional ban on cultivating, manufacturing, distributing, or possessing intrastate marijuana.”

Verano is headquartered in Chicago but has operations in Massachusetts; the other three operators are based in Massachusetts.

The lawsuit seeks a ruling that the “Controlled Substances Act is unconstitutional as applied to the intrastate cultivation, manufacture, possession, and distribution of marijuana pursuant to state law.”

The companies want the case to go before the U.S. Supreme Court.

They hired prominent law firm Boies Schiller Flexner to represent them.

The New York-based firm’s principal is David Boies, whose former clients include Microsoft, former presidential candidate Al Gore and Elizabeth Holmes’ disgraced startup Theranos.

Similar challenges to the federal Controlled Substances Act (CSA) have failed.

One such challenge led to a landmark Supreme Court decision in 2005.

In Gonzalez vs. Raich, the highest court in the United States ruled in a 6-3 decision that the commerce clause of the U.S. Constitution gave Congress the power to outlaw marijuana federally, even though state laws allow the cultivation and sale of cannabis.

In the 18 years since that ruling, 23 states and the District of Columbia have legalized adult-use marijuana and the federal government has allowed a multibillion-dollar cannabis industry to thrive.

Since both Congress and the U.S. Department of Justice, currently headed by Garland, have declined to intervene in state-licensed marijuana markets, the key facts that led to the Supreme Court’s 2005 ruling “no longer apply,” Boies said in a statement Thursday.

“The Supreme Court has since made clear that the federal government lacks the authority to regulate purely intrastate commerce,” Boies said.

“Moreover, the facts on which those precedents are based are no longer true.”

Verano President Darren Weiss said in a statement the company is “prepared to bring this case all the way to the Supreme Court in order to align federal law with how Congress has acted for years.”

While the Biden administration’s push to reschedule marijuana would help solve marijuana operators’ federal tax woes, neither rescheduling nor modest Congressional reforms such as the SAFER Banking Act “solve the fundamental issue,” Weiss added.

“The application of the CSA to lawful state-run cannabis business is an unconstitutional overreach on state sovereignty that has led to decades of harm, failed businesses, lost jobs, and unsafe working conditions.”

Source: https://mjbizdaily.com/marijuana-companies-suing-us-attorney-general-to-overturn-federal-prohibition/

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Alabama to make another attempt Dec. 1 to award medical cannabis licenses

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Alabama regulators are targeting Dec. 1 to award the first batch of medical cannabis business licenses after the agency’s first two attempts were scrapped because of scoring errors and litigation.

The first licenses will be awarded to individual cultivators, delivery providers, processors, dispensaries and state testing labs, according to the Alabama Medical Cannabis Commission (AMCC).

Then, on Dec. 12, the AMCC will award licenses for vertically integrated operations, a designation set primarily for multistate operators.

Licenses are expected to be handed out 28 days after they have been awarded, so MMJ production could begin in early January, according to the Alabama Daily News.

That means MMJ products could be available for patients around early March, an AMCC spokesperson told the media outlet.

Regulators initially awarded 21 business licenses in June, only to void them after applicants alleged inconsistencies with how the applications were scored.

Then, in August, the state awarded 24 different licenses – 19 went to June recipients – only to reverse themselves again and scratch those licenses after spurned applicants filed lawsuits.

A state judge dismissed a lawsuit filed by Chicago-based MSO Verano Holdings Corp., but another lawsuit is pending.

Source: https://mjbizdaily.com/alabama-plans-to-award-medical-cannabis-licenses-dec-1/

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