Acreage Holdings

Leading Multi-State Operator, Setting Standards for the US Cannabis Industry

This profile is part of a paid investor education campaign.*

Overview

Acreage Holdings (CSE:ACRG.U,OTC:ACRGF,FSE:0VZ) is a vertically-integrated, multi-state cannabis investment company that owns licenses or has management services agreements in place in 20 states (including pending acquisitions) – with a population of approximately 180 million Americans, and an estimated 2022 total addressable market of more than $17 billion in legal cannabis sales, according to ArcView Market Research. The company is dedicated to building and scaling its operations to create a consumer-focused, branded cannabis experience.

Acreage believes that the cannabis industry is moving towards commoditization as more US states and countries legalize. To this end, the company has acquired Form Factory, a multistate manufacturer and distributor providing consumer packaged goods (CPG) to the cannabis industry. Through Form Factory, Acreage can offer turnkey solutions and contract services to cannabis and non-cannabis companies looking for product development and national distribution.

Additionally, Acreage is tactfully acquiring retail locations in limited license areas to complement their already robust distribution network. The company intends to create proprietary in-house brands and distribute them through its retail network. Acreage expects Form Factory to begin generating revenue for the company in 2019.

Acreage has also acquired Deep Roots Medical LLC, a company with vertically-integrated operations in Nevada. The deal marks Acreage’s entry into the Nevada cannabis market and provides the company with seven retail dispensary licenses throughout the state, with one in operation in Mesquite. Deep Roots Medical has a 40,000-square-foot facility that houses cultivation, manufacturing and processing capabilities as well as wholesale and distribution services business which sells product into nearly 80% of dispensaries in the state.

To date, Acreage has developed six brands: The Botanist, Superflux, Prime, The Hague, Live Resin Project and Natural Wonder. The Botanist brand will serve as the company’s flagship health and wellness product and retail brand. The Botanist Herbalist Series, Natural Wonder and Live Resin Project are expected to launch in California and Oregon in 2019.

In April 2019, Acreage and Canopy Growth Corp. (NYSE:CGC,TSX:WEED) entered into a definitive arrangement that allows Canopy Growth to acquire 100% of Acreage outstanding shares in a stock exchange of 0.5818 shares of Canopy Growth for each share of Acreage. The deal is contingent upon the federal permissibility of cannabis in the US as well as shareholder and court approval. Upon shareholder and court approval, Acreage shareholders will receive an up front option premium payment of approximately $2.55 per share. The two companies will also execute a zero-fee licensing agreement that will give Acreage access to Canopy Growth’s brands, such as Tweed and Tokyo Smoke, and other intellectual property (IP). The deal will allow Acreage to become part of a leading global cannabis company, but until the deal goes through, the two companies will operate independently of each other.

Acreage’s management team has a wealth of marketing and financial experience. Acreage’s board of directors includes well-known political figures, such as former-Canadian Prime Minister Brian Mulroney and former US House of Representatives Speaker John Boehner. Additionally, Acreage VP of Government Relations Nick Etten is a former US Navy Seal with over 20 years of experience in private equity, banking and government affairs. He is also the founder and chairman of the Veterans Cannabis Project, a not-for-profit organization dedicated to improving the quality of life for US military veterans with cannabis.

Company Highlights

  • Diverse portfolio of cultivation operations, processing plants and dispensaries.
  • Acreage is expected to be acquired by leading global cannabis company, Canopy Growth, in a stock exchange of 0.5818 shares of Canopy for each share of Acreage once cannabis is deemed federally permissible in the U.S..
  • Former Canadian Prime Minister Brian Mulroney and former US House of Representatives Speaker John Boehner sit on the board.
  • Best-in-class operations and technology.
  • Plans to scale cultivation and distribution footprints.
  • Driving long-term value through nationwide expansion and brand investment.
  • Form Factory provides a unique opportunity to achieve national distribution.
  • Form Factory is operational in Washington and Oregon.
  • Form Factory expected to begin revenue generation in 2019.
  • Deep Roots Medical acquisition facilitates entry in Nevada cannabis market, providing Acreage with cultivation, manufacturing and processing, a wholesale and distribution services and seven retail dispensary licenses.
  • As of the end of the first quarter of fiscal 2019, Acreage owned or had management services agreements in place for 26 operational dispensaries, including nine The Botanist branded dispensaries in 13 states (including pending acquisitions).
  • Operational across 17 states with the largest national footprint spanning 20 states.
  • Cannabis pioneers Philip Hague and Bill Fenger head the cultivation and processing departments, respectively.

Cannabis in the US

Acreage-US-Cannabis-Market

The US cannabis market is expected to reach up to US$22.2 billion by 2022, according to a recent study by ArcView Market Research. The market is growing due to high demand from consumers and the increasing legalization of recreational and medical cannabis in various states.

Growth in the market is also due to the changing federal stance towards cannabis. Currently, cannabis is a Schedule 1 Drug under the existing CSA (Controlled Substance Act) in the US which means that the government believes that it has no medical applications. In December 2018, the US Senate passed the Farm Bill which removed hemp as a Schedule 1 drug, creating a hemp-derived CBD market.

Another critical bill pending approval is the STATES Act which will allow cannabis-based businesses to run their operations legally, providing access to capital at federally-regulated banks and enabling businesses to list on US stock exchanges without penalty. US cannabis companies are currently listed on Canadian stock exchanges in order to access capital markets. Acreage believes that the STATES Act will be passed sometime in 2019. In addition to the STATES Act, the SAFE Banking Act has been approved by the House Financial Services Committee. The bill would prevent banking regulators from penalizing banks that work with cannabis-related businesses.

Acreage’s Business Model

Acreage Business Model

Acreage believes that the cannabis industry will become commoditized within the next decade. In preparation for this market shift, the company has aggressively acquired dispensaries in limited licensing markets across the US. Acreage is currently operating in 17 states, with the largest national footprint spanning 20 US states.

The company’s acquisition strategy also includes a multistate manufacturer and distributor, Form Factory. The acquisition of Form Factory will allow Acreage to become the first national CPG company in the cannabis industry. By incorporating a CPG company into the Acreage portfolio, the company is now capable of delivering its signature brands at scale while providing turnkey and contract services to other companies. Acreage also intends to pair its CPG capabilities with its nationwide distribution network to offer other cannabis companies the ability to expand their reach across the US as additional jurisdictions come online.

Form Factory

In April 2019, Acreage closed its acquisition of Form Factory, a multistate manufacturer and distributor of cannabis-based edibles and beverages. Form Factory is a “one-stop shop” for developing, manufacturing and distributing cannabis products, allowing Acreage to become the first national CPG company capable of creating and distributing predictable and scalable brands. Acreage will also be able to offer turnkey and contract services to cannabis companies and other traditional CPG companies like Nestle or Procter & Gamble.

“With this acquisition, we are now positioned to be both the first and only national cannabis CPG company and distribution platform in the US cannabis industry. The combination of the largest US operational footprint, combined with the unique food and beverage manufacturing capabilities of Form Factory sets us on a direct path to becoming the Procter & Gamble of cannabis,” said Murphy.

Form Factory has three operational co-packing facilities located across the United States in Washington, Oregon and California. In April 2019 the company commenced operations at its Oakland facility, where it is expected to manufacture internal brands like Natural Wonder along with additional wholesale brands. To date, Form Factory has provided co-packing services to 16 different brands. The company is in the process of onboarding an additional 21 brands and is negotiating with 14 others.

Form Factory will merge with Acreage’s cultivation and extraction experts to operate as a third-party services organization. Acreage expects Form Factory to generate revenue in 2019.

Brands

Acreage has built a portfolio of in-house brands that were created to resonate with consumer segments across all levels of cannabis experience. Through segmented offerings, Acreage will be able to address consumer needs, sensibilities, experience levels and lifestyles, insulating the company from its competition.

The Botanist

The Botanist is Acreage’s flagship health and wellness retail and product brand. It’s rooted in education, community and experience, straddling the line between medicinal and adult-use cannabis. Currently, Acreage has 26 operational dispensaries, including nine The Botanist branded dispensaries in 13 states. The company’s flagship dispensary is in Queens, New York City.

Superflux

Superflux is a premium lifestyle brand that centers around creativity, culture and exploration. The brand will target the millennial market, which Acreage believes is the largest market in cannabis. Acreage intends to launch the brand in the near term.

Prime

Prime will be Acreage’s medicinal cannabis brand that will focus on delivering premium-quality health and wellness products to the cannabis market. Acreage intends to launch the brand in the near term.

The Hague

The Hague is also a tribute to cannabis pioneer, Phil Hague. Hague has pushed the boundaries of traditional cannabis cultivation and has traveled the world collecting heirloom cultivars to preserve landrace genetics. He’s also known for finding innovative ways to breed high-quality cannabis strains. The Hague brand will feature a line of high-quality cannabis flower.

Deep Roots Medical

In April 2019, Acreage entered an agreement to acquire a 100 percent interest in Deep Roots Medical LLC, a vertically-integrated cannabis operator in Nevada. The deal facilitates Acreage’s entry into Nevada. The state has a population of three million and attracts 43 million visitors per year. According to ArcView Market Research, Nevada is expected to generate approximately $800 million in cannabis sales by 2022.

Deep Roots Medical has cultivation, manufacturing and processing, a wholesale and distribution service and seven retail dispensary licenses. The company’s 40,000-square-foot facility houses an 18,000-square-foot indoor growing facility. It also has a manufacturing facility and a butane extraction lab to produce its distillates and edibles. Acreage intends to build a Form Factory at the facility to expand its internal house of brands throughout Nevada as well as third-party brands.

Deep Roots Medical currently produces and manufactures four brands: Deep Roots, Chillers, Bluebirds and Helix Twist. The Deep Roots brand offers a selection of flower and concentrates, such as distillate cartridges, disposable pens, shatter, wax and distillate for edibles. The Chillers brand offers consumers hard candies in a wide range of flavors. Bluebird is a line of pre-rolled products and Helix Twist is a line of gummies that come in six flavors. The company currently sells and distributes its branded products, as well as third-party products, to approximately 80 percent of the retail dispensaries in Nevada.

Deep Roots Medical has seven retail licenses. One of the licenses is in operation, one is under construction and the remaining licenses are in development. Four of the remaining five licenses are located in the greater Las Vegas area and the fifth is in Reno.

The company’s operational dispensary is housed in its 40,000-square-foot facility in Mesquite. The closest dispensary to the golf town and retirement community of Mesquite is approximately 80 miles away, providing the company with some of the highest annual revenues in the state.

The dispensary that is under construction is located in West Wendover, a small town with a robust tourism industry. The closest dispensary is 120 miles away. The West Wendover location will encompass approximately 10,000-square-feet.

Agreements

GreenAcreage

Acreage has signed an LOI with GreenAcreage Real Estate Corp. (GARE). Under the terms of the agreement, GARE will purchase and lease back to Acreage cannabis-related real estate assets. GARE will only purchase properties that both companies have agreed upon and will fund or reimburse Acreage for real estate improvements before leasing those properties back to Acreage. Acreage has also granted GARE the right of first offer to assume Acreage’s position of purchaser for a three-year period.

Acreage holds a 20 percent interest in GreenAcreage Management LLC, the company that manages GARE.

Management

Kevin P. Murphy — Chairman, Founder and CEO

Kevin Murphy is currently a Managing Member of High Street Capital Partners Management and a Managing Member and CEO of Acreage Holdings. Prior to his role at Acreage, he was a founding member and Managing Partner of Tandem Global Partners, a boutique investment firm focused on the emerging markets. Previously, he was Managing Partner at Stanfield Capital Partners, where he served as a member of the operating and management team that oversaw all aspects of Stanfield’s business, including risk management, sales and distribution, client services, legal, compliance and operations. Murphy also previously worked at Gleacher NatWest (Partner and Dir. of Marketing), Schroders (Sr. VP of Sales), Lazard Freres (VP) and Cantor Fitzgerald (VP). He graduated with a B.A. from Holy Cross College.

Glen S. Leibowitz — CFO

Glen Leibowitz has over 20 years of finance and accounting experience with expertise in building and scaling operations, improving controls, enhancing IPO readiness and working to manage an organization through accelerated business growth. During his nine years at Apollo, he held various key roles within the finance organization including accounting lead in taking the organization public in 2011. Under his tenure, he implemented the public reporting framework, accounting policies and directed the company-wide Sarbanes-Oxley program.

Prior to Apollo, Leibowitz spent almost 10 years at PwC focused on multiple complex foreign registrant financial statements and client IPO documents across sectors including alternative asset managers, Internet/software, telecommunications, pharmaceutical and mining. He serves on the board of directors and is the audit committee chair for PowerPlay NYC, a not-for-profit organization dedicated to inspiring and educating girls through one-of-a-kind sports and academic enrichment programs.

Robert Daino — COO

Robert Daino has a proven track record of success in driving an entrepreneurial spirit into both newly created and established organizations resulting in significant growth. He is a leader in providing process, change and document management software and services. Throughout his 13-year career at General Electric, he held a host of technical and senior management roles across the organization, leading change, growth and top company performance.

As an investor, advisor and eventually the CEO of Terradiol, he helped lead the organization through an ownership transition. Prior to Terradiol, Mr. he was the President and CEO of WCNY Public Media where he transformed the station into a national leader, with a unique business model, gaining public engagement from all 50 states and 17 countries. In addition, he created the first of its kind central casting outsourcing service which has transformed public broadcasting in the US. As the President and CEO of PROMERGENT, Daino built a highly successful and profitable business.

Tyson MacDonald — EVP of Corporate Development

Tyson Macdonald has over 15 years of investing and transaction experience. He is responsible for developing Acreage’s acquisition strategy and leading the execution in both new and existing markets. Previously, he was Vice President of Corporate Development at Blucora where he spent six years transforming the previously failing $1.5 billion publicly-traded technology-enabled financial services company.

Macdonald was Founder and Managing Partner of Plainview Capital, a boutique hedge fund. In this role, he developed proprietary technology that enabled him to consistently deliver above market returns to investors. Prior to joining Plainview Capital, he played a key role in effecting a turnaround and sale of internet hosting business Digex, which became part of Verizon.

Nick Etten — VP of Government Relations

Nick Etten has 20 years of experience in private equity, banking and government affairs. He is the Founder and Chairman of the Veterans Cannabis Project and a principal in Assero Group Holdings. Previous positions include Vice President of Global Business Development for FreightWatch International (UTC), Director of Corporate Development for Triple Canopy (Constellis) and investment professional at Trident Capital. Earlier in his career, he was an investment banker and served on active duty as a US Navy SEAL officer. He earned an MBA from the J.L. Kellogg Graduate School of Management at Northwestern University, and a BS in political science from the US Naval Academy.

James A. Doherty III — General Counsel

James Doherty has been recognized as a Rising Star of Young Attorneys for the Commonwealth of Pennsylvania by Philadelphia Magazine. He routinely represents a variety of clients in the highly regulated gaming and casino industry. His practice also has an emphasis on professional liability, civil rights and employment and labor disputes. He also acts as special counsel to a number of public and municipal entities. He maintains an active appellate practice, having successfully argued cases before the Superior Court, Commonwealth Court and Supreme Court of Pennsylvania.

Before joining Acreage, Doherty served as a law clerk for the Honorable Thomas I. Vanaskie, US Court of Appeals for the Third Circuit and as special counsel to the Executive Director of the Pennsylvania Gaming Control Board. He was a featured speaker for the Pennsylvania Gaming Law Update Continuing Legal Education and a delegate to the General Litigation Forum. He is also a member of the Civil Rights Committee for the Lackawanna County Bar Association.

Board of Directors

John A. Boehner — Director

John Boehner served in the U.S. House of Representatives from 1991 to October 2015 and served as Speaker of the U.S. House of Representatives from January 2011 to October 2015. Prior to entering public service, Boehner spent years running a small business representing manufacturers in the packaging and plastics industry. He championed a number of major reform projects as a Member of Congress. During his nearly five years as Speaker, Boehner developed a reputation for bringing Republicans and Democrats together in support of major policy initiatives.

William F. Weld — Director

William Weld served as Governor of Massachusetts from January 1991 to July 1997. He was the Vice Presidential nominee for the Libertarian Party during the 2016 U.S. Presidential campaign. Prior to serving as governor of Massachusetts, Weld served as the US Attorney for Massachusetts from 1981 until 1986, when he was appointed by President Reagan to lead the Criminal Division of the Department of Justice in Washington, DC, where he served until 1988.

Prior to his service as a US Attorney, Weld served as a staff member of the US House of Representatives (during which time he participated in the Nixon impeachment proceedings) and the US Senate. Governor Weld is a member of the Council on Foreign Relations in New York and served, by appointment of the President on the US, Holocaust Memorial Council. He serves as an associate member of the InterAction Council, a working society of former heads of state from throughout the world, which reports on issues of global concern such as energy, food, water, nuclear proliferation and religious sectarianism.

Larissa L. Herda — Director

Larissa Herda served as the Chairman of TW Telecom Inc. (formerly, Time Warner Telecom Inc.) from June 2001 to November 2014 and as its CEO from June 1998 to November 2014. Prior to her appointment as CEO, she served as Senior Vice President of Sales and Marketing at TW Telecom Inc. from March 1997. Herda served as a member of the President’s National Security Telecommunications Advisory Committee, and chair of the Federal Communications Commission’s Communications, Security, Reliability and Interoperability Council. She was also Chairman of the Denver Branch of the Federal Reserve of Kansas City and served as a member of the Colorado Innovation Network advisory board, appointed by Colorado Gov. John Hickenlooper, and as a Member of the Advisory Board at University of Colorado Leeds School of Business. She is a graduate of the University of Colorado.

Douglas L. Maine — Director

Douglas Maine joined IBM in 1998 as CFO following a 20-year career with MCI (now part of Verizon) where he was CFO from 1992 to 1998. He was named General Manager of ibm.com in 2000 and General Manager, Consumer Products Industry in 2003. He retired from IBM in 2005. He currently serves as a director of Albemarle Corporation and previously served as a director of the following public companies: Orbital-ATK Inc. (2006-2017), BroadSoft Inc. (2006-2017) and Rockwood Holdings Inc. (2005-2015).

Brian Mulroney — Director

Brian Mulroney is a senior partner and international business consultant for Norton Rose Fulbright. Prior to joining Norton Rose Fulbright, he was the eighteenth Prime Minister of Canada (1984-1993) and leader of the Progressive Conservative Party of Canada (1983-1993). He served as the Executive Vice President of the Iron Ore Company of Canada and President beginning in 1977. Prior to that, he served on the Cliché Commission of Inquiry in 1974.

Mulroney is the Chairman of Quebecor Inc. and serves as a director of the Blackstone Group L.P. and Wyndham Worldwide Corporation. He also serves as chairman of the International Advisory Board of Barrick Gold Corporation and is a member of the advisory group of Lion Capital LLP.

William C. Van Faasen — Director

William Van Faasen first served as Chairman of Blue Cross Blue Shield of Massachusetts from 2002 to 2007. He served as interim President and CEO from March to September 2010. In 2010, he was elected Chair of the Board of Directors for the second time, retiring in March 2014 when he was named Chair Emeritus. He joined Blue Cross in 1990 as EVP and COO. He served as President and CEO from 1992 to 2004 resigning as President and served as CEO until 2005. He was SVP of Operational Services at Blue Cross and Blue Shield of Michigan, serving in operational, marketing and health care capacities over 20 years.


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