Greenrose Acquisition Corp. completed the acquisition of Substantially all assets of True Harvest, LLC for $88.4 million.
True Harvest reported income from operations of $0.66 million, net loss of $1 million, total assets of $6 million and net revenues of $8 million. for the year ended December 31, 2020. The board of directors of Greenrose and Ture Harvest have unanimously approved the proposed transactions, subject to regulatory and stockholder/equity holder approvals, as well as other customary closing conditions. As of October 27, 2021, shareholders voted to approve the proposed business combination. The approval and adoption of the Asset Purchase Agreement and transactions contemplated thereby and certain other matters by the requisite vote of the Greenrose Stockholders and after giving effect to the completion of the Redemption and any financings undertaken by Greenrose in connection with the closing, Greenrose shall have net tangible assets of no less than $70 million. Greenrose's board of directors has concluded that the True Harvest and another acquisition Theraplant taken together meet all the requirements of the de-spacing transaction. Joshua A. Schneiderman and Christopher H. Bayley of Snell & Wilmer, L.L.P. acted as legal advisor to True Harvest, LLC and Guy N. Molinari of Tarter Krinsky & Drogin LLP acted as legal advisor and Imperial Capital, LLC is acting as capital markets advisor to Greenrose in the transaction. Imperial Capital, LLC is acting as financial advisor to Greenrose. Gateway Group is serving as communications advisor to Greenrose. Mackenzie Partners and Broadridge Financial Solutions are acting as Information agent to Greenrose. Mackenzie Partners and Imperial Capital will receive a fee of $9,000 and $7.8 million respectively. The transaction is expected to close in the third quarter of 2021. As per filing on July 9, 2021, the drop dead date for closing was amended to be November 30, 2021. As per the filling on August 12, 2021, Greenrose Acquisition extending the time available in order to consummate a business combination for an additional one month, from August 13, 2021 to September 13, 2021. As on September 8, 2021, Greenrose Acquisition extending the time available in order to consummate a business combination to October 13, 2021.As on October 8, 2021, Greenrose Acquisition extending the time available in order to consummate a business combination to November 13, 2021.
As on December 31, 2021, Greenrose paid consideration of $57.6 million at close, consisting of $12.5 million in cash, $23.0 million in the form of a convertible note, $4.6 million in assumed debt, and $17.5 million in shares of the Company's common stock (4,430,378 shares). Contingent upon True Harvest achieving a certain price point per pound of cannabis flower relative to total flower production within 36 months of the closing of the transaction, Greenrose will pay additional consideration of up to $35.0 million in the form of an earnout, payable in shares of common stock of the Company. David Feuerstein of Feuerstein Kulick acted as regulatory counsel and Samantha Gleit and Dan Rich of Feuerstein Kulick acted as debt counsel to Greenrose.
Greenrose Acquisition Corp. (NasdaqCM:GNRS) completed the acquisition of Substantially all assets of True Harvest, LLC for $88.4 million on December 31, 2021.