iAnthus Capital Holdings, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events (Tables)

Subsequent Events (Tables)

3 Months Ended

Mar. 31, 2022

Schedule of Debt Restructuring as per Restructuring Agreement for Subsequent Periods


(in ’000s of U.S. dollars)	Restructured Senior Debt 1		Interim Financing 2		8% Senior Unsecured Debentures 3		Pro Forma Common Equity 4
Secured Lenders	$	85,000	$	14,737	$	5,000		48.625	%
Unsecured Lenders		—		—		15,000		48.625	%
Existing Shareholders		—		—		—		2.75	%

Total	$	85,000	$	14,737	$	20,000		100	%

(1)

The principal balance of the Secured Notes will be reduced to $85.0 million, which will be increased by the amount of the Interim Financing, which has a first lien, senior secured position over all of the Company’s assets, is

non-convertible

and

non-callable

for three years and includes payment in kind at an interest rate of 8% per year and a maturity date which will be five years after the consummation of the Recapitalization Transaction (the “Restructured Senior Debt”).

(2)

The Secured Lenders provided $14.7 million of interim financing (“Interim Financing”) to iAnthus Capital Management, LLC (“ICM”) on substantially the same terms as the Restructured Senior Debt, net of a 5% original issue discount. The amounts of the Interim Financing along with any accrued interest thereon is expected to be converted into, and the original principal balance will be added to, the Restructured Senior Debt upon consummation of the Recapitalization Transaction.

(3)

The

senior unsecured de

bentures

include payment in kind at an interest rate of 8% per annum, a maturity date which will be five years after the consummation of the Recapitalization Transaction, are

non-callable

for three years and are subordinate to the Restructured Senior Debt but senior to the Company’s common shares

(the “8% Senior Unsecured Debentures”).

(4)

On January 6, 2022, the Company’s

Board of Directors approved the terms of a Long-Term Incentive Program recommended by the Board of Director’s compensation committee and, pursuant to which,

the Company

will allocate to certain of

its

employees (including executive officers) restricted stock units and option awards up to, in the aggregate, 5.75% of the fully diluted equity of the Company under the Company’s Amended and Restated Omnibus Incentive Plan dated October 15, 2018 (“LTIP Awards”) in order to attract and retain such employees. The allocations of the LTIP Awards are contingent upon, and will occur within ten days following, the closing of the Recapitalization Transaction contemplated by the Restructuring Support Agreement. All of the Company’s existing warrants and options will be cancelled and the Company’s common shares may be consolidated pursuant to a consolidation ratio which has yet to be determined.