SEC Comment Letter 0000000000-23-001149 to Acreage Holdings, Inc. (ACRDF, ACRHF) (CIK 0001762359)
Acreage Holdings, Inc. (ACRDF, ACRHF) (CIK 0001762359)
Date: Feb. 3, 2023 · CIK: 0001762359 · Accession: 0000000000-23-001149
AI Filing Summary & Sentiment
File numbers found in text: 000-56021
Letter
United States securities and exchange commission logo February 3, 2023 Corey Sheahan General Counsel & Secretary Acreage Holdings, Inc. 366 Madison Avenue, 14th Floor New York, New York, 10017 Re:Acreage Holdings, Inc. Preliminary Proxy Statement on Schedule 14A Filed January 17, 2023 File No. 000-56021 Dear Corey Sheahan: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed January 17, 2023 The Floating Share Agreement Canaccord Genuity Fairness Opinion, page 59 1.We note your response to comment 2 and reissue in part. Please revise your disclosure in the "Eight Capital Fairness Opinion" and "Cannacord Genuity Fairness Opinion" sections to quantify the various financial projections used by the advisers to prepare their fairness opinions. For example, it does not appear that you have disclosed Acreage's "projected cash flows" (operating and free), Acreage's "estimated revenue and EBITDA for 2022 and 2023," "estimates for Canopy's 2022 and 2023 revenue," "other [estimated] financial metrics" of Acreage, "estimated financial information for Acreage" (several instances), "Acreage’s estimated Adjusted EBITDA margins and estimated growth rates in respect of revenue and Adjusted EBITDA," estimated "discount rates and terminal values," and estimated Capex Adjusted EBITDA/Capex Adjusted TEV.
FirstName LastNameCorey Sheahan Comapany NameAcreage Holdings, Inc. February 3, 2023 Page 2 FirstName LastName Corey Sheahan Acreage Holdings, Inc. February 3, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Jennie Beysolow at 202-551-8108 or Lilyanna Peyser at 202-551-3222 with any questions Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
February 3, 2023
Corey Sheahan
General Counsel & Secretary
Acreage Holdings, Inc.
366 Madison Avenue, 14th Floor
New York, New York, 10017
Re:Acreage Holdings, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed January 17, 2023
File No. 000-56021
Dear Corey Sheahan:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed January 17, 2023
The Floating Share Agreement
Canaccord Genuity Fairness Opinion, page 59
1.We note your response to comment 2 and reissue in part. Please revise your disclosure in
the "Eight Capital Fairness Opinion" and "Cannacord Genuity Fairness Opinion" sections
to quantify the various financial projections used by the advisers to prepare their fairness
opinions. For example, it does not appear that you have disclosed Acreage's "projected
cash flows" (operating and free), Acreage's "estimated revenue and EBITDA for 2022 and
2023," "estimates for Canopy's 2022 and 2023 revenue," "other [estimated] financial
metrics" of Acreage, "estimated financial information for Acreage" (several instances),
"Acreage’s estimated Adjusted EBITDA margins and estimated growth rates in respect of
revenue and Adjusted EBITDA," estimated "discount rates and terminal values," and
estimated Capex Adjusted EBITDA/Capex Adjusted TEV.
FirstName LastNameCorey Sheahan
Comapany NameAcreage Holdings, Inc.
February 3, 2023 Page 2
FirstName LastName
Corey Sheahan
Acreage Holdings, Inc.
February 3, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Jennie Beysolow at 202-551-8108 or Lilyanna Peyser at 202-551-3222
with any questions
Sincerely,
Division of Corporation Finance
Office of Trade & Services