Cresco Labs Inc 6-K, filed Aug 27, 2021

About this 6-K

Cresco Labs Inc. (CRLBF)

6-K 2021-08-27 For: 2021-08-26

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Added on April 11, 2026

CRESCO LABS INC.

Date: August 26, 2021

/s/ Charles Bachtell

Charles Bachtell

Chief Executive Officer

Cresco Labs Inc filed this 6-K on August 27, 2021.

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Exhibit No.		Description

99.1		Senior Secured Term Loan Agreement dated August 12, 2021

99.2		Press Release dated August 13, 2021

99.3		Press Release dated August 17, 2021


		Page
ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS			1

Section 1.1	Defined Terms		1
Section 1.2	Uniform Commercial Code		33
Section 1.3	Construction		33
Section 1.4	Time Periods		34
Section 1.5	Changes in GAAP		34
Section 1.6	Delaware Divisions		34

ARTICLE 2 THE LOAN			35

Section 2.1	Loan		35
Section 2.2	Advances		35
Section 2.3	Incremental Loan Commitments		35
Section 2.4	Use of Proceeds		37

ARTICLE 3 REPAYMENTS, PREPAYMENTS, INTEREST AND FEES			38

Section 3.1	Repayments and Prepayments; Application		38
Section 3.2	Repayment of Loan; Maturity Date		38
Section 3.3	Prepayments; Repayments		38
Section 3.4	Interest		40
Section 3.5	Application of Payments		41
Section 3.6	Fees		41
Section 3.7	Evidence of Debt		41
Section 3.8	Payments Generally; Administrative Agent’s Claw Back		42
Section 3.9	Sharing of Payments		42
Section 3.10	Apportionment of Payments		42

ARTICLE 4 CHANGED CIRCUMSTANCES, TAXES AND CERTAIN OTHER PROVISIONS			43

Section 4.1	Increased Costs		43
Section 4.2	Taxes		44

ARTICLE 5 CONDITIONS PRECEDENT TO CLOSING AND FUNDING			47

Section 5.1	Conditions to Closing Date under this Agreement		47

ARTICLE 6 REPRESENTATIONS AND WARRANTIES			50

Section 6.1	Existence, Qualification and Power; Compliance with Laws		50
Section 6.2	Authorization; No Contravention		51
Section 6.3	Governmental Authorization; Other Consents		51
Section 6.4	Binding Effect		51
Section 6.5	Litigation		51
Section 6.6	No Default		51
Section 6.7	Indebtedness		51
Section 6.8	Insurance		51


Section 6.9	Taxes	52
Section 6.10	ERISA Compliance	52
Section 6.11	Margin Regulations; Investment Company Act; Public Utility Holding Company Act	52
Section 6.12	Disclosure	53
Section 6.13	Reserved	53
Section 6.14	Material Agreements; No Defaults; Customers and Suppliers	53
Section 6.15	Oral Agreements; Matters Not of Record	54
Section 6.16	Creation, Perfection and Priority of Liens	54
Section 6.17	Subsidiaries; Equity Interests	54
Section 6.18	No Agreements to Merge	54
Section 6.19	Labor Matters	54
Section 6.20	Brokerage Commissions	55
Section 6.21	Agreements with Affiliates	55
Section 6.22	Anti-Money Laundering and Anti-Terrorism Laws	55
Section 6.23	Anti-Bribery and Anti-Corruption Laws	56
Section 6.24	Financial Statements, Documents, Projections, Solvency and Other Information	57
Section 6.25	Cannabis Licenses and Core Business	57
Section 6.26	Compliance with Laws, Etc.	58
Section 6.27	Environmental Matters	58
Section 6.28	Title to Properties	59
Section 6.29	Intellectual Property	59
Section 6.30	No Proposed Legislation	60

ARTICLE 7 AFFIRMATIVE COVENANTS		60

Section 7.1	Financial Statements and Other Reports	60
Section 7.2	Minimum Cash Balance	62
Section 7.3	Furnishing of Information and Inspection	62
Section 7.4	Notices	63
Section 7.5	Payment of Obligations	65
Section 7.6	Preservation of Existence, Etc.	65
Section 7.7	Maintenance of Insurance	65
Section 7.8	Compliance	66
Section 7.9	Books and Records	66
Section 7.10	Intangible, Recording and Stamp Tax	66
Section 7.11	Further Assurances	66
Section 7.12	Special Covenants Relating to Collateral	67
Section 7.13	Performance under Contractual Obligations	67
Section 7.14	Reserved	68
Section 7.15	Material Subsidiaries	68
Section 7.16	Cannabis Licenses	70
Section 7.17	Reserved	71
Section 7.18	Reserved	71
Section 7.19	Employee Benefit Plans	71
Section 7.20	Maintenance of Properties	71
Section 7.21	Environmental Matters	71
Section 7.22	Accounts	72
Section 7.23	Post-Closing Obligations	72


ARTICLE 8 NEGATIVE COVENANTS		72

Section 8.1	Indebtedness	72
Section 8.2	Liens	78
Section 8.3	Dispositions	83
Section 8.4	Investments	85
Section 8.5	Fundamental Changes	89
Section 8.6	Transactions with Affiliates	89
Section 8.7	Restricted Payments	90
Section 8.8	Margin Regulations	92
Section 8.9	No Other Negative Pledge and Agreements to Restrict Dividends	92
Section 8.10	No Change in Fiscal Year	94
Section 8.11	Stay, Extension and Usury Laws	94
Section 8.12	Reserved	94
Section 8.13	Reserved	94
Section 8.14	Use of Proceeds	94
Section 8.15	Governing Documents	94
Section 8.16	Principal Place of Business	94
Section 8.17	Sale and Leaseback Transactions	95
Section 8.18	Reserved	95
Section 8.19	Conduct of Business	95
Section 8.20	Reserved	95
Section 8.21	Anti-Money Laundering and Anti-Terrorism Laws	95
Section 8.22	Anti-Bribery and Anti-Corruption Laws	95
Section 8.23	Investment Company Act of 1940	95
Section 8.24	Tax Receivables Agreement	95

ARTICLE 9 RESERVED		96

ARTICLE 10 EVENTS OF DEFAULT AND REMEDIES		96

Section 10.1	Event of Default	96
Section 10.2	Remedies Upon Event of Default	98
Section 10.3	Application of Funds	99
Section 10.4	Protective Advances/Cure Rights	99

ARTICLE 11 ADMINISTRATIVE AGENT AND COLLATERAL AGENT		99

Section 11.1	Appointment and Authority	99
Section 11.2	Rights as a Lender	100
Section 11.3	Exculpatory Provisions	100
Section 11.4	Reliance by Agent	101
Section 11.5	Delegation of Duties	101
Section 11.6	Resignation or Removal of the Administrative Agent or Collateral Agent	101
Section 11.7	Non-Reliance on Agent and Other Lenders	102


Section 11.8	Administrative Agent May File Proofs of Claim	102
Section 11.9	Collateral and Entity Guarantor Releases and Intercreditor Agreements	103
Section 11.10	Erroneous Payments	104

ARTICLE 12 MISCELLANEOUS		105

Section 12.1	Amendments, Actions Under this Agreement, Etc.	105
Section 12.2	Notices; Effectiveness; Electronic Communication	107
Section 12.3	No Waiver; Cumulative Remedies	107
Section 12.4	Expenses; Indemnity; Damage Waiver	108
Section 12.5	Payments Set Aside	110
Section 12.6	Successors And Assigns	110
Section 12.7	Right of Setoff	112
Section 12.8	Interest Rate Limitation	113
Section 12.9	Counterparts; Integration; Effectiveness	113
Section 12.10	Survival of Representations and Warranties	113
Section 12.11	Severability	113
Section 12.12	Governing Law; Jurisdiction; Etc.	114
Section 12.13	WAIVER OF JURY TRIAL	115
Section 12.14	Relationship of Parties	116
Section 12.15	USA Patriot Act Notice	116
Section 12.16	Time of the Essence	116
Section 12.17	Telephone and Electronic Authorization	116
Section 12.18	Confidentiality as to Loan Documents, Etc.	117
Section 12.19	Confidentiality	117
Section 12.20	Judgment Currency	118
Section 12.21	Electronic Documentation	118


	Period of Prepayment	Premium
(a)	Closing Date to August 12, 2023	the present value of (i) all future interest payments with respect to such Loan prepaid remaining to be made during such period of prepayment plus (ii) 4.75% of such Loan prepaid, discounted from August 13, 2023, in each case, calculated using a discount rate equal to the Treasury Rate plus one half percent (0.50%)
(b)	August 13, 2023, to August 12, 2024	4.75%
(c)	August 13, 2024, to August 12, 2025	2.375%
(d)	August 13, 2025 and thereafter	0%


BORROWER:

CRESCO LABS, LLC, a British Columbia company

By:
Name: Dennis Olis
Title: Chief Financial Officer

Address for Notices:

400 W. Erie St. Suite 110
Chicago, IL 60654
Attention: John Schetz
Phone: (312) 410-8226
Email: john.schetz@crescolabs.com

With a copy to:

Bennett Jones LLP
One First Canadian Place
Toronto, ON M5X 1A4
Attention: Aaron Sonshine
Phone: (416) 777-6448
Email: sonshinea@bennettjones.com


ADMINISTRATIVE AGENT:

*[Redacted – Confidential]*

By:
Name: [Redacted – Confidential]
Title: President

Address for Notices:

[Redacted – Confidential]

With a copy to:

Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500
Minneapolis, MN 55402
Attention: L. [Redacted – Confidential]
Phone: [Redacted – Confidential]
Email: [Redacted – Confidential]


COLLATERAL AGENT:

*[Redacted – Confidential]*

By:
Name: [Redacted – Confidential]
Title: President

Address for Notices:

[Redacted – Confidential]

With a copy to:

Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500
Minneapolis, MN 55402
Attention: [Redacted – Confidential]
Phone: [Redacted – Confidential]
Email: [Redacted – Confidential]


INITIAL LENDERS:

*[Redacted – Confidential]*

By:
Name: [Redacted – Confidential]
Title: [Redacted – Confidential]

Address for Notices:

[Redacted – Confidential]



*[Redacted – Confidential]*

By:
Name: [Redacted – Confidential] Title: [Redacted – Confidential]

Address for Notices:

[Redacted – Confidential]



*[Redacted – Commercially Sensitive Information]*

By:
Name: [Redacted – Confidential] Title: [Redacted – Confidential]

Address for Notices:

[Redacted – Confidential]


CRESCO LABS, LLC,
An Illinois limited liability company

By:
Name:
Title:


ACCEPTED AND AGREED this [__] day of [______], 20[___]:

[Redacted – Confidential] as Administrative Agent


Outstanding principal amount of Loan assigned to Assignee:	$	[___	]
Percentage of total aggregate outstanding principal amount of Loan assigned to Assignee:		[___	]%


CRESCO LABS, LLC, an Illinois limited liability company

By:
Name:
Title: