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TPCO Holding Corp
Symbol GRAM
Shares Issued 123,657,382
Close 2021-01-15 U$ 12.70
Market Cap U$ 1,570,448,751
Recent Sedar Documents

TPCO Holding closes QT, begins trading on NEO

2021-01-15 09:34 ET - News Release

Mr. Michael Auerbach reports

SUBVERSIVE CAPITAL ACQUISITION CORP. CLOSES THE LARGEST CANNABIS SPAC IN HISTORY AND ANNOUNCES THE LAUNCH OF THE PARENT COMPANY WITH SHAWN "JAY-Z" CARTER, ROC NATION, CALIVA, AND LEFT COAST VENTURES

TPCO Holding Corp. (The Parent Company), formerly known as Subversive Capital Acquisition Corp. (SCAC), has completed its qualifying transaction to acquire CMG Partners Inc. (Caliva) and Left Coast Ventures Inc. (LCV) with global icon, entrepreneur and Monogram founder Shawn (Jay-Z) Carter and entertainment powerhouse Roc Nation.

Common shares and warrants are now trading on the NEO Exchange under the symbols GRAM.U and GRAM.WT.U, respectively, and remain trading on the OTCQX under the symbols SBVCF and SBVQF, respectively. Beginning Jan. 19, 2021, the OTCQX symbol SBVCF will change to GRAMF.

Shawn (Jay-Z) Carter, chief visionary officer of The Parent Company, said: "This is an incredible time for this industry. The end of cannabis prohibition is here, and The Parent Company will lead the charge to a more expansive and inclusive cannabis industry. We are paving a path forward for a legacy rooted in dignity, justice, care and consistency. The brands we build will redefine growth, social impact and social equity. This is our time. I'm proud and excited to lead the vision of The Parent Company."

Michael Auerbach, chairman of SCAC and The Parent Company, added: "This is an industry-defining moment. With its experienced management team, advanced infrastructure, industry-leading operational efficiencies, proven strategy of brands and cultural influence, The Parent Company will help shape the future of cannabis in the U.S. and beyond as well as begin to repair and rectify the wrongs of prohibition."

Steve Allan, chief executive officer of The Parent Company, said, "With both the most comprehensive vertically integrated platform and brand portfolio in California and the healthiest balance sheet in cannabis, we will reshape the industry in the world's largest cannabis economy."

For transaction details, investors and securityholders may obtain a copy of the final prospectus associated with the transaction on SEDAR and SCAC's website.

Effective on closing, the senior management team and board of directors were reconstituted as follows:

  • Steve Allan as chief executive officer;
  • Brett Cummings as chief financial officer and president of Left Coast Ventures;
  • Dennis O'Malley as chief operating officer and president of Caliva;
  • Shawn (Jay-Z) Carter as chief visionary officer;
  • Desiree Perez as chief social equity officer;
  • Drew Kornreich as chief merger and acquisition officer;
  • Colin Brown as chief legal officer;
  • John Figueiredo as president of SISU.

The board of directors is as follows:

  • Carol Bartz, former chief executive officer of Yahoo and Autodesk;
  • Al Foreman, partner of Tuatara Capital;
  • Daniel Neukomm, chief executive officer of La Jolla Group;
  • Jeffry Allen, director of Barracuda and former director of NetApp;
  • Leland Hensch, chief executive officer of SCAC;
  • Michael Auerbach, founder and chairman of SCAC.

The Parent Company (TPCO) investment highlights:

  • Proven business model: TPCO is a fully vertically integrated platform with cultivation, manufacturing, distribution, brands, retail and delivery to support further brand development and an aggressive merger and acquisition strategy. TPCO expects pro forma revenues of $334-million in 2021.
  • Progressive operational platform: TPCO owns its supply chain, enabling the company to leverage scale and profitably produce and distribute a broad portfolio of cannabis products for every consumer segment. The vertically integrated, omnichannel strategy maximizes gross profit and EBITDA (earnings before interest, taxes, depreciation and amortization) margins, scales consumer reach, generates proprietary consumer data, and beats the illicit market on price, quality and convenience.
  • Omnichannel platform: TPCO's scalable omnichannel business offers customers convenient express or scheduled delivery and in-store or curbside pickup, all through a single user-centric e-commerce platform, Caliva. This omnichannel e-commerce platform, offering both a robust portfolio of high-margin owned brands as well as third party brands, allows The Parent Company to rapidly scale its direct-to-consumer reach to all Californians. Coupled with its powerful sourcing and low-cost manufacturing capabilities, this omnichannel platform offers consumers across California compelling pricing and convenience while remaining profitable.
  • Exclusive brand partnerships and leading cultural influence: The brand strategy and marketing playbook led by Mr. Carter and Roc Nation leverage unparalleled cultural influence of leading artists and entertainers to build the most valuable and scalable brand portfolio in cannabis. Mr. Carter officially launched the first his flagship cannabis line, Monogram, on Dec. 10, 2020.
  • Unrivalled consumer reach: TPCO currently reaches over 50 per cent of consumers in California through Caliva, its existing direct-to-consumer platform. The Parent Company will have the greatest consumer reach of any cannabis company in California, reaching 75 per cent of consumers in the state by the end of 2021 and almost 90 per cent by the end of 2022 through the scaling of its omnichannel platform.
  • Strong balance sheet: The parent company is the most well-capitalized cannabis company in the United States and will pursue an aggressive merger and acquisition strategy to accelerate growth, market share gains and profitability.
  • Industry-defining social impact: Led by Mr. Carter, The Parent Company will finance The Parent Company Social Equity Ventures with an initial target of $10-million and an annual contribution of at least 2 per cent of its net income to invest in minority-owned and black-owned cannabis businesses and contribute to the effort to rectify the wrongs of prohibition through diversifying both the business leadership and work force of the cannabis industry. Beyond investing, the fund will also support organizations and programs focused on diversifying the cannabis work force through job fairs and placement, industry training and education, as well as social equity application support.

Advisers

Canaccord Genuity Corp. served as financial adviser to SCAC. Blake, Cassels & Graydon LLP and Paul Hastings LLP acted as legal counsel to SCAC. Benesch Friedlander Coplan & Aronoff LLP served as U.S. legal adviser and lead transaction counsel, Boies Schiller Flexner LLP as U.S. transaction counsel, and Bennett Jones LLP as Canadian counsel to Caliva. Cooley LLP and Cassels Brock & Blackwell LLP acted as legal counsel to Left Coast Ventures. Cummings & Lockwood LLC, Reed Smith LLP, and Aird & Berlis LLP acted as legal counsel to Mr. Carter and his affiliate entities. Stikeman Elliot LLP acted as legal counsel to Canaccord Genuity.

About TPCO Holding Corp.

TPCO Holding is California's leading vertically integrated cannabis company combining best-in-class operations with leading voices in popular culture and social impact. The Parent Company brings together global icon and entrepreneur Shawn (Jay-Z) Carter, entertainment powerhouse Roc Nation, California's leading direct-to-consumer platform Caliva, and leading cannabis and hemp manufacturer Left Coast Ventures to form a cannabis industry leader for the postprohibition era. Mr. Carter, one of the most recognized and celebrated entrepreneurs of the time, will guide The Parent Company's brand strategy in partnership with Roc Nation, the world's pre-eminent entertainment company with a roster of culture-making artists, athletes and influencers. The brands the company builds together will pave a new path forward for a legacy rooted in equity, access and justice.

We seek Safe Harbor.

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