Pot producer Canopy sets up holding entity for speedy U.S. market entry

By Shariq Khan

(Reuters) – Canadian cannabis producer Canopy Growth Corp is creating a holding company to speed up its entry to the United States and buy partners Acreage Holdings Inc, Wana Brands and Jetty Extracts, sending its U.S.-listed shares up 27% on Tuesday.

The deals are expected to make Canopy profitable, with a leading market share in the United States and control over its marijuana assets in the country once it gets federal permission.

Growing and selling marijuana is currently illegal under the U.S. federal law. But with President Joe Biden recently seeking a review on how the drug is classified, a potential change in legislation would allow Canopy to operate directly.

Canopy is now betting on such a move as it cuts costs through layoffs, shuts stores and exits international markets, while focusing on premium high-potency offerings in effort to attain profitability.

In anticipation of a federal nod, Canopy on Tuesday outlined a holding company structure to set up Canopy USA LLC, which it will own indirectly.

The new entity will take over Acreage in return for shares of Canopy Growth, fulfilling a $3.4 billion option that the Canadian company had taken in 2019. It will similarly take over Wana and Jetty, consolidating the three firms under a single ownership.

Canopy USA will have its own board of four directors with two of them designated by Canopy Growth. The deals, which need shareholder approvals, would see Corona-maker Constellation Brands Inc become a more passive owner of Canopy Growth.

Constellation owns around 35.7% of Canopy’s common stock, which it intends to convert into exchangeable shares. The conversion would keep its stake unchanged, but it will give up rights to nominate directors to Canopy Growth’s board.

Constellation could still choose not to convert its stake, in which case Canopy USA will not proceed with the deals.

Separately, U.S. cannabis REIT AFC Gamma Inc has amended its $100 million credit facility with Acreage to give it access to an additional $50 million.

(Reporting by Shariq Khan; Editing by Savio D’Souza and Arun Koyyur)