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Building An Integrated Pest Management Plan – Part 2

By Phil Gibson
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This is the second part of a series of articles designed to introduce an integrated pest management framework for cannabis cultivation facilities. To see Part One, click here. Part Three comes out next week and covers prioritization and preventative measures. Stay tuned for more!

This is Part 2: Pest Monitoring, Record Keeping, & Communications

Begin your pest identification process with a pest scouting document. You have already mapped out your facility with locations and potential access locations. For each of these pest types and room type assignments (mothers, clone, veg, flower), identify your employee scouts, their scouting methods, scouting frequency and the type of likely pest they are to search for and count.

Insect Types and Tracking Methods

Figure 1: Example Sticky Trap Scouting Map

Insect pest types include, but are not limited to, airborne flying or crawling insects, their various egg, lymph, larvae, pupal shells or immature forms. Look for trace remnants, plant damage or feces that let you know they are present in some form. If they are at the mature jumping or flying stage, this can be harder to count, but sticky traps distributed on an even basis around your rooms can make the counting process more consistent from survey to survey.

Note airflows in your rooms and fan locations so migrations can be predicted once an infestation is located.

Insects Can Be Everywhere – Crawlers & Fliers

Insects would like to be everywhere so they come in many types from the obvious flying and crawling types to root-zone microscopic, aquatic, fungal, bacterial or biofilm based. For those of you using soil or media, root-zone insects can be beneficial by digesting and breaking down organic matter into something useful for your plant’s roots (earthworms) or harmful by feeding directly on your plant roots and sucking the life out of your plants from out-of-sight below (nematodes, maggots).

Common pests in a cannabis environment include:

  • White flies – Oval shaped eggs on the underside of leaves, nymphs- oval crawlers that suck on the undersides of leaves, larger stage nymphs with pupae shells as they form wings and mature white flies.
  • Fungus gnats – Clear eggs deposited in overly wet soil or dead plant matter. Clear or white colored larvae in the soil or media, these worm-like critters go through multiple stages of molting as they grow, eventually pupating into brown cocoons and finally small black or dark flies with clear wings that flutter around your plants and suck on your leaves.
  • The dreaded spider mite – Clear, hard to see eggs on the underside of your leaves. These six-legged tiny moving bubbles begin the feeding as larva, add 2 legs in the intermediate and mature nymph stages and finally the oval shaped spider mites that every grower despises, adding their webs around the tops of your plants as their nurseries suck the life out of your flowers.

Insect Transfers of Bacterial Infections

Figure 2: The Dreaded Spider Mite

Many crawlers or fliers you may discover in your grow operation do not generate fungus or bacteria on their own. However, they do routinely pick these up along the feeding way and bring them into your shop. Sap-feeding insects like leafhoppers and aphids use their needle mouths to pierce your leaves to suck on the sap that is nourishing your greenery. These insects consume the fluids and transfer bacteria as they feed. Whiteflies fit into this category of leaf sucking bacteria carrying pests. These pests can make your healthy grow rooms look blotchy with color drained out of your canopy.

Obvious symptoms of these flying/hopping pests are sticky leaves, black fungus mold, or yellowing leaves that show up at the bottom of your plants and work their way upward as the infestation progresses. Leaf curling or plant wilting will be visible in the more advanced stages of these pests.

As if crawlers were not bad enough, invisible fungus and bacteria that get into your water supplies can be the worst challenges of any grow.

Water Sourced Bacteria

Baseline testing of your feed water is critical for any facility. This is true whether you are using surface water, well water or municipal water. Please see the water tutorials on the AEssenseGrows website for details on how to test your water sources and what to look for in the mineral content.

Regardless of your water source, bacteria can be present directly in your water supply, or it can be introduced from infected plant materials from one of your suppliers. Pythium, fusarium and the latest plague, hop latent viroid, are some of the most common threats that attack your plants from your water or soil sources. These can come from your wells, feed lines or plant materials.

Reverse osmosis (RO) is a typical method to clear water of most pathogens and bacteria using water that is pressed through filters with very small membrane apertures. These small openings usually stop impurities, salts and microorganisms. Of course, these systems come in many different types and they have to be maintained to keep their performance quality. Don’t take shortcuts on your RO system.

Once your water source is clean, strict hygiene procedures for tools, equipment and plumbing are the best way to minimize these threats to your plants downstream from your water source. These cleaning efforts are not a guarantee. Pests can still get into even the best facilities. Symptoms of these maladies vary, but root rot, stunted growth, wilting, discolored roots or leaves, and in some cases, the quick death of your plants is possible depending on the critter.

Use your scouting regimen and your data mapping to locate infestations before they expand and damage your facility. Isolate outbreaks and take appropriate measures to address the pests. We will give you suggestions on prioritization and preventative measures to take in the next chapter.

Figure 3: Example Pythium Brown Roots

Pythium is one of the most commonly harbored soil or water carried pests. When it is present and gets into your plants through cuts, natural openings, root surfaces or leaves on weakened plants, it can be devastating. In hydroponic systems, dirty looking brown roots evolve into full root rot if not addressed. Pythium is often the cause. In soil operations, pythium often shows up as wilting or yellowing patches on leaves.

Your lab testing partners are your friends when it comes to bacterial or fungal infections. Many diseases can resemble one another. It is not hard to misdiagnose environmental stress such as overheating or overwatering for a bacterial problem. Test results are necessary to accurately diagnose a problem.

Truly Airborne Molds & Mildews

Pythium and fusarium are not just present in water. They can also be airborne. Grey mold (botrytis) and powdery mildew are also common airborne pests. Proper humidity, air movement, air filtration and sterilization using HEPA (High-Efficiency Particulate Air) filters, activated carbon filters (also filter smells) and UV light sterilization can minimize these problems in your grow. Powdery mildew is the primary evil spore in this category. Airflow and regular cleaning to discourage fungal growth is the best way to limit these pests.

In conclusion, this week

Now that we have talked about identification (and clearly, this is not an exhaustive list), we will move into how to build in the cultural methods to prevent these problems from taking hold and ruining your business. In later chapters, we will dive into prioritization, treatment and control options for infestations, finally moving into control actions and emergency response.

Your integrated management response is how you pull all of this together and use your IPM procedures to increase your profitability. For the complete white paper on Integrated Pest Management Recommendations, download the document here.

Part three comes out next week and will delve into the world of Preventative Measures. Stay tuned for more!

The 3-Legged Stool of Successful Grow Operations: Climate, Cultivation & Genetics – Part 2

By Phil Gibson
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This is Part 2 in The 3-Legged Stool of Successful Grow Operations series. Click here to read Part 1 and stay tuned for Part 3 coming next week.

Aeroponic and hydroponic systems use zero-soil, so water is effectively our media and our transport mechanism for nutrition. Ideally, you start with clean, fresh water with “nothing” in it. Nothing in this case means no heavy metals, pesticides, bacteria or pathogens. There are some scary words in there so let’s talk through the best ways to get to “nothing.”

The first place to start is by testing your source water, whether it is surface, well or municipal water. This will give you an initial idea of how “empty” your water is. Water supplies shift over time, so it is also a very important input to monitor over time with annual or bi-annual testing. Clean water is the essence of success for aeroponics and a great way to lower your cost of production. With proper design and management, you can recycle and reuse 95%+ of the water you draw into your facility.

Reverse Osmosis (RO)

Mothers to clones: Happy clones, it’s all about the water

RO is the most common way to clear your incoming water. The process uses pressure filtration by forcing your water through a series of filters or meshes that block or extract large particles, organics and metals. Normally this is 98%-99% efficient. These systems do require attention and maintenance as they do have filters that are required to be changed regularly depending on the clarity of your original water source and the type of material filtered. This accomplishes a lot of your water clearing process to empty the balloon, but it does not clear the pesky biologicals or pathogens. RO is covered in detail in our “You are what you drink” webinar so look that over for a deeper explanation. There are a wide range of relatively low-cost suppliers based on capacity and filtration efficiency. From an operations standpoint, the key is to understand the filter replacement cycle and cost of replacement.

Ultraviolet Light (UV)

UV light can be used to clear organics and pathogens from water. The primary use is to clear origin water but it is also especially important for recovered water that you save from the humidity in your grow rooms. More on this below. One has to be cautious about the use of UV light. It will cause sunburn and eye damage with exposure so handle this resource with care. After RO & UV treatment, input water should be an empty balloon ready for the addition of your perfect nutrient salt recipe. There are a wide range of low-cost UV lighting solution suppliers from which to choose and they are easy to find.

Dehumidification & Recovery (DEHU)

Early root follicles: Reaching for first nutrients

The number one way to conserve water in an accelerated growth aeroponic grow room is to recapture the humidity that is transpired into the air as the plants grow. While DEHU water is effectively distilled water (or clear of particulates), it can be full of healthy little bacteria or pathogens than may be transported through air or residing in the equipment filters. Clearing these with UV light normally makes this water directly reusable in your fertigation systems. Not all dehumidifiers are perfect. Some metals used in their construction can leach into the recovered water, so this is worth a deeper look as you create your complete water system. Air treatment suppliers are covered in Part 1 of this series.

Used Fertigation Water, or “Flush”

At the start of the flower cycle, take your clean water (the empty balloon) and add your perfect nutrient salt flower recipe and deliver it to your plants. Over the grow cycle from flower to harvest, your plants will use portions of your nutrients and your balloon contents will drift from your target recipe you’re your desired cycle, clear or flush your reservoirs and reset your recipe by refilling your balloon to your exact targets. The exiting nutrient-rich “flush” water can also be recycled into your source water feed since the salts and metals present can be cleared from the mixture through the same RO process that your source water goes through. The end result is perfectly good recycled water savings.

Oxygen Reduction Potential (ORP)

Healthy roots reach for water: Early veg when plants get rolling

ORP is a measurement of an oxidizing agent. Oxidizing solutions are a common and inexpensive method of disinfecting water before and during use in hydroponic systems. Oxidizers can be used to monitor and deal with the “cleanliness” of a nutrient water solution while it is in use. Several oxidizing agents exist with the most common being: hydrogen peroxide, chlorine, ozone and chlorine dioxide. The characteristics of each of these agents and how they interact with the organic matter in solutions is different. The ideal concentrations to use in each situation to kill or control pathogens is unique and one of the topics covered by our “Letters from the AEssenseGrows plant science team” on our website. That deep dive is the subject of another paper.

When you take all of these subjects together and they are done right, you should be able to recycle 95% of your source water with a professional water treatment & recycling system.

Here, I would like highlight the ultimate water hero: Ashley Hubbard, director of cultivation at RAIR Cannabis. For a quick tour of her water treatment and recovery room, see here. No one that I know manages water better than RAIR Cannabis and Ashley leads the team there.

To download the complete guide and get to the beef quickly, please request the complete white paper Top Quality Cultivation Facilities here.

Stay tuned for Part 3 coming next week where we’ll discuss The Right Build Out.

Financing the Cannabis Industry Part 2: A Q&A with Pelorus Equity Group Managing Partner, Travis Goad

By Aaron Green
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Businesses often require outside capital to finance operating activities and to enable scaling and growth. Financing in the cannabis industry is notoriously challenging with regulatory obstacles at the local, state and federal levels. Recent market dynamics pose additional challenges for both financiers and cannabis operators.

We sat down with Travis Goad, Managing Partner of Pelorus Equity Group to learn more about Pelorus and to get his perspective on recent market trends.

Aaron Green: In a nutshell, what is your investment/lending philosophy?

Travis Goad: Our investment and lending philosophy is focused on being honest, upfront and doing what we say we’re going to do for both our borrowers and our investors. At Pelorus, we lend against cannabis-use real estate assets.

Every lender in this space is a hybrid between real estate and corporate lending. However, if you think about it as a political spectrum, with one side being pure real estate lending and the other pure corporate lending, Pelorus is as close as you can be to pure real estate lending in this sector while also being properly collateralized. What sets us apart from our recently launched lending peers is that we lend against the real estate asset value only, even though we’re collateralized by the real estate and license.

We lend between 60% to 75% of the value of the real estate, which means sponsors need to raise equity for the 25% to 40% remainder of the project cost. This allows us to be covenant-lite for our borrowers while giving them the flexibility to grow their business as they see fit.

Travis Goad, Managing Partner at Pelorus Equity Group

The other lending options in the space are much different. While our lending peers may call themselves mortgage REITs, they really are based on a business development company (BDC) lending model. While they may lend borrowers as much as 150% to 180% of the real estate value, they will require significant financial covenants, require control of major decisions and most often want a board seat. We’ve seen this model severely hamstring growth of companies.

The third option available to sponsors is a sale-leaseback. In this structure, lenders will buy your real estate for 100% of the value, but require you to enter into a 15-to-20-year lease that increases 3% each year. There is a temporary benefit to this model from a federal tax perspective, but that will go away when 280E is addressed, either by descheduling cannabis or amending the tax code.

While this structure means you don’t have to raise equity, it gives up the most valuable asset cannabis companies have in the early stages of the industry. Once you sell this asset, it hampers optionality for sponsors – and in a fast-growing industry like cannabis – optionality is the most critical thing a company has. Pelorus’ structure allows maximum optionality, as well as the ability to lower your cost of capital as the industry matures.

From an investor standpoint, they should know that the BDC and sale-leaseback models are a lot riskier than our model. While we’ve seen those models work well in mature industries, we think the cannabis industry is too early-stage and too volatile to go that far out on the risk spectrum. We have the longest history in the space of deploying capital successfully and seeing it returned. Prior to making any loans, we spend a lot of time underwriting the company we’re working with, the real estate and the projections. We look for strong sponsors, great projects and attractive markets.

Before we entered the cannabis lending space, our team at Pelorus had more than 5,000 transactions under our belt, worth $5B, and we leveraged our decades of underwriting experience when starting the Pelorus Fund. As the first dedicated lender in the cannabis space, we have more data and experience than anyone in terms of transactional volume – we’ve looked at more than 2,000 deals and have made 71 deals, worth $468M. We know the intricacies of every market, the particular ordinances, what the costs should be, and utilize the data to help our borrowers succeed. Through our deals and sustained success, we’ve made a name for ourselves as the most trusted and efficient lender in the cannabis space.

Green: What types of companies are you primarily financing? 

Goad: We finance construction and stabilized loans for a range of clients including MSOs, SSOs and ancillary companies. We don’t lend on outdoor cultivation, but are open to working with any cannabis-related business that has commercial real estate, strong financials and experience in the cannabis space. Today, our sweet spot is closing loans in the $10M to $30M per transaction range, but we can fund loans $100M+ and as low as $5M. Since 2016, we’ve financed 4.2M feet of cannabis-use properties for a total of $468M in loans – roughly 15% to 20% of the entire US market.

Green: What qualities do you look for in a cannabis industry operator or operating group?

Goad: We are meticulous in our underwriting process and underwrite the company, the real estate and the market. We’re one of the few lenders today that has capital to deploy, which has given us the opportunity to continue to take market share while also increasing the quality of our borrowers. Whether you’re an MSO, smaller state operator or ancillary business, we recognize quality across the sector. Brand affinity and shelf space are critical in this market, and we like working with companies that have a competitive edge in getting their branded product to customers. We try to target companies that offer a unique product, or have a unique position within the state they are located.

To qualify for our lending program, borrowers need to own their real estate. If the sponsors own the real estate or intend to own the real estate, we offer two main lending products: we provide construction loans that range between 60% to 75% of the project that are typically 18-month terms; and more recently implemented, we also lend on fully stabilized assets that are cash flowing and operational up to 75% of the value and up to a 5-year term.

By the time a borrower comes to us, they should already have a license (or be acquiring a license at closing), have their required equity raised to completely fund the project and have all local approvals to begin construction.

Green: Capital market dynamics have led to significant public cannabis company revaluations in 2022. How has this affected your business? 

Goad: As far as how market dynamics have impacted our fund, we’ve been pretty insulated because we are a privately held company. From our inception, we’ve worked hard to create an innovative model, and have had many firsts. We were: the first dedicated lender in the cannabis sector; the first lender to become a private mortgage REIT; the first to be issued an FDIC warehouse line of credit; the first to get an investment grade rating; the first to issue an unsecured bond with institutional investors; the first to update our fund to a billion dollars. Amid all these firsts, we made a conscious decision not to go public. This has been one of the best decisions we’ve made and has shielded us from much of the market volatility we are seeing.

As for the broader market, we’ve seen our sponsors that are publicly traded impacted pretty significantly by the recent market dynamics. We’ve also seen flow-on effects for non-publicly traded firms. Our loan book is performing excellently, but we’re in a very challenging market for marijuana-related businesses to raise equity, making debt even more attractive. For most of our competitors, who chose to go public, they’ve been unable to raise much capital to deploy, whereas our market share is increasing and we continue to grow in this tough environment. We remain bullish on the sector in the medium/long term and are finding excellent opportunities to lend in this challenging environment.

Green: Debt on cannabis companies balance sheets have increased significantly in recent years. What is your perspective on that?

Goad: Increased access to debt capital markets is a sign of a maturing market. The U.S. cannabis sector has a great tailwind with growth of new markets, but it’s facing some significant headwinds tied to tax inefficiencies and inadequate state-level enforcement. All of these issues can be solved with political action, but so far that hasn’t happened and it’s causing pain in the industry. These industry dynamics are set against a broader macro backdrop of risk-asset repricing and increased volatility, which leads to outsized volatility in cannabis due to limited liquidity. That increased volatility has made it very challenging to raise equity in this market.

For companies that have strong assets on their balance sheet, they’re still able to access capital via the debt markets. This is creating clear winners and losers, as companies that choose to sell their real estate have significantly fewer capital raising options than those that choose to keep real estate assets on their balance sheets. Overall, this increased debt trend has been great for our business – our pipeline has increased rapidly and we’re able to lend to strong operators with solid assets at attractive rates for investors. Our fund continues to have inflows, and since we’re one of the few lenders with capital to deploy, we’re still open for business and deploying capital in this challenging environment.

Green: How does the lack of institutional investor participation in the cannabis industry affect your business? 

Goad: The current regulatory environment impacts the type of investor that comes into this space. Rather than being dominated by institutions, this sector has largely been funded by retail investors and family offices. This has created challenges in aggregating large amounts of capital, both on the operator and the debt-fund side of the business. It can lead to delays in loan closings, as it takes borrowers a longer amount of time to raise the required equity to close their transaction. As we’re seeing with our publicly traded peer group, it can also lead to lenders having trouble raising capital to deploy. As for Pelorus, we’ve been very fortunate that our length of time in the industry and track record of successfully making loans and having them repaid has set us apart in fundraising. Our decision to stay private has been a critical factor in our fundraising success as well. Overall, the lack of institutional investor participation is a double-edged sword: the lack of liquidity has caused challenges broadly, but since we’ve had significant capital to deploy, it’s created great opportunities for us to make loans with attractive risk/returns in this challenging market.

Green: What would you like to see in either state or federal legalization?

Goad: Given the stalemate in the Senate and the sharp bipartisan divide, I don’t think federal legalization will happen during this administration. That said, there are incremental actions that the government should take to strengthen the cannabis sector. First of all, the Cole Memo needs to be reinstated to add additional protections for cannabis and cannabis-related businesses. As 280E has clearly been detrimental to the overall health of the cannabis industry, we also believe the tax code should be amended, or better yet, we should address the conflict between state and federal policy. We also need to get SAFE Banking approved in order to open up the cannabis sector to credit cards and potentially open up banking to the sector in a more material way. Unfortunately, there’s a choke point in the Senate to get SAFE Banking approved, since there needs to be 60 votes to be filibuster proof. And while there is some talk of SAFE Banking passing during the lame duck session, we are not holding our breath.

Green: What trends are you following closely as we head towards the end of 2022?

Goad: The biggest trends we’re following are on the legislative front (both federally and at state level), which heavily impact revenue and net cash flow growth for the industry. We’re following emerging state markets, such as Alabama and Mississippi, as well as current medical markets poised to transition to adult use in the near term, such as Missouri. The more addressable the population, the faster the industry can grow.

We’d also like to see current legal states address the often-heavy tax burdens that have led to additional challenges for legal businesses and kept illicit markets thriving. No state got everything right at the beginning, but we’re starting to see states address some of the inequities and harmful policies now. California has made some progress in this area, however there are many issues that still need to be addressed.

Federally, 280E is the other major headwind that needs to be addressed as extremely high tax rates are one of the biggest problems for the industry. We’d really like to see that addressed, as cannabis is the only new industry, I’m aware of in the U.S. that has had such disadvantages out of the gate.

M&A in Cannabis: A Guide for Buyers and Sellers

By Abraham Finberg, Rachel Wright
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Mergers and acquisition activity in the cannabis space tripled from 2020 to 2021, and that pace is on track to continue in 2022. With big players entering the global cannabis market, we’re fielding more questions about mergers and acquisitions of cannabis businesses.

In this guide, we look at the evolution of the U.S. cannabis industry and some best practices and considerations for M&A deals in this environment.

The New Reality of Cannabis M&A Activity

The industry has evolved since adult use cannabis was first legalized in some U.S. states in 2012. More cannabis companies have a professional infrastructure—legal, financial and operational—with executive teams and board members ensuring the organization establishes proper governance procedures. Investors and private equity firms are showing more interest, and some cannabis companies have celebrated their first IPOs on the Canadian Securities Exchange (CSE).

At the same time, we are seeing a kind of “market grab” by multistate operators (MSOs) looking to acquire various licenses and expand their market share. MSOs tend to understand the current state of the market. For example, in California and some other states, there is a surplus of cannabis on the market for various reasons, partially due to so-called “burner distribution”—rogue distributors using licenses to buy vast amounts of legally grown cannabis at wholesale prices and selling the product on the black market, thereby undercutting retailers and other legal cannabis businesses. Another reason for the surplus is simply the entrance of many legal cultivators into the market over the past year.

Due to these trends, MSOs are interested in acquiring the outlets to be able to sell the surplus cannabis within California and other new markets.

Transferring Cannabis License Rights

One of the biggest challenges to M&A activity in the cannabis sector is the difficulty of transferring or selling a cannabis license.

Different types of cannabis licenses in California

Cannabis licenses are not expressly transferable or assignable under California law and many other states. However, the parties involved aren’t without options. For example, a business that is sold to a new owner may be able to retain its existing cannabis license while the new owner’s license application is pending, as long as at least one existing owner is staying on board. At the state license level, a change of up to 20% financial interest does not constitute a change in ownership, although the Bureau of Cannabis Control (BCC) must be notified and approve the change.

This process can take a while—often a year or more—since licensing involves overcoming hurdles at the local level as well as the state level with the BCC. It’s crucial to talk with legal counsel about the particulars of the license and location early in the process to best structure the terms of the agreement while complying with state and local requirements.

Seeking a Tax-Free Reorganization in the Cannabis Space

In many cannabis mergers and acquisitions, the goal is to accomplish a tax-free reorganization, where the parties involved acquire or dispose of the assets of a business without generating the income tax consequences that would result from a straight sale or purchase of those assets.

IRC Section 368(a) defines various types of tax-free reorganizations, including:

Stock-for-stock exchanges (IRC Section 368(a)(1)(B)

In a stock-for-stock reorganization, all of the target company’s stock is traded for a portion of the stock of the acquiring parent corporation, and target company shareholders become minority shareholders of the acquiring company.

Often, it’s tough to meet the requirements to qualify for this type of tax-free reorganization because at least 80% of the target stock must be paid for in voting stock of the acquirer.

Additionally, companies may be saddled with too much debt. If the acquirer assumes that debt, it may be classified as consideration paid to the seller and therefore disqualify the transaction as a tax-free reorganization.

In other M&A deals, the acquiring corporation may be unwilling to assume the debt of the target corporation—perhaps because showing these items on its balance sheet would impact its debt-to-equity and other financial ratios.

Stock-for-asset exchanges (IRC Section 368(a)(1)(C)

Rather than acquiring the target company’s stock, the acquirer may purchase its assets. In a stock-for assets exchange, the buyer must purchase “substantially all” of the target’s assets in exchange for voting stock of the acquiring corporation.

A stock-for-assets format offers the buyer the benefit of not having to assume the unknown or contingent liabilities of the target. However, it’s only feasible if the acquirer purchases at least 80% of the fair market value of the target’s assets AND all or virtually all of the deal consideration will be stock of the acquirer.

Tax Consequences Arising from Sale of Assets

If the sale price doesn’t consist primarily of the buyer’s stock, the transaction may be a standard asset sale. This leads to very different tax results.

If the seller is a C corporation, it will typically face double taxation—paying tax once on the sale of assets within the corporation and again when those profits are distributed to shareholders. If the target company has net operating losses (NOLs), it can use those NOLs to offset the tax hit.

If the seller is an S corporation, it won’t have to pay corporate tax on the transaction at the federal level. Instead, shareholders will pay tax on the gain on their individual returns.

For the buyer, the benefit of an asset sale is that the assets acquired get a “step-up basis” to their purchase price. This is beneficial from a tax perspective, as the buyer can depreciate the assets and may be able to claim accelerated or bonus depreciation to help offset acquisition costs.

Reverse Triangular Merger

Often, in practice, we come across what is termed as a reverse triangular reorganization. In this type of merger,

  1. The acquiring company creates a subsidiary,
  2. The subsidiary merges into the target company before liquidating,
  3. The target company then becomes a subsidiary of the acquirer, and
  4. The target company’s shareholders receive cash.

Structuring the deal this way may work to overcome the hurdle of transferring the license but may not qualify as a tax-free reorganization.

Bottom Line

The circumstances and motivations for mergers and acquisitions in the cannabis industry are diverse. As a result, there is no one-size-fits-all approach to structuring the transaction. In any event, it’s crucial to start the process early and seek advice from legal counsel and tax advisors to minimize the tax burden and ensure that both parties to the transaction get the best deal possible. If you need assistance, contact your 420CPA strategic financial advisor.

Aphria & Tilray Merger Creates World’s Largest Cannabis Company

By Cannabis Industry Journal Staff
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On December 16, 2020, Aphria Inc. (TSX: APHA and Nasdaq: APHA) announced a merger with Tilray, Inc. (Nasdaq: TLRY), creating the world’s largest cannabis company. The two Canadian companies combined have an equity value of $3.9 billion.

Following the news of the merger, Tilray’s stock rose more than 21% the same day. Once the reverse-merger is finalized, Aphria shareholders will own 62% of the outstanding Tilray shares. That is a premium of 23% based on share price at market close on the 15th. Based on the past twelve months of reports, the two companies’ revenue totals more than $685 million.

Both of the companies have had international expansion strategies in place well beyond the Canadian market, with an eye focused on the European and United States markets. In Germany, Aphria already has a well-established footprint for distribution and Tilray owns a production facility in Portugal.

tilray-logoAbout two weeks ago, Aphria closed on their $300 million acquisition of Sweetwater Brewing Company, one of the largest independent craft brewers in the United States. Sweetwater is well known for their 420 Extra Pale Ale, their cannabis-curious lifestyle brands and their music festivals.

Once the Aphria/Tilray merger is finalized, the company will have offices in New York, Seattle, Toronto, Leamington, Vancouver Island, Portugal and in Germany. The new combined company will do business under the Tilray name with shares trading on NASDAQ under ticker symbol “TLRY”.

Aphria’s current chairman and CEO, Irwin Simon, will be the chairman and CEO of the combined company, Tilray. “We are bringing together two world-class companies that share a culture of innovation, brand development and cultivation to enhance our Canadian, U.S., and international scale as we pursue opportunities for accelerated growth with the strength and flexibility of our balance sheet and access to capital,” says Simon. “Our highly complementary businesses create a combined company with a leading branded product portfolio, including the most comprehensive Cannabis 2.0 product offerings for patients and consumers, along with significant synergies across our operations in Canada, Europe and the United States. Our business combination with Tilray aligns with our strategic focus and emphasis on our highest return priorities as we strive to generate value for all stakeholders.”