December 9, 2021 – Dentons advised Medicine Man Technology (which operates under the brand name “Schwazze”), one of the largest vertically integrated cannabis operators in Colorado, in its agreement to acquire substantially all the operating assets of Reynold Greenleaf & Associates, LLC, and the equity of Elemental Kitchen & Laboratories, LLC.

Total consideration for the acquisition will be US$42 million (subject to potential working capital adjustments) with a potential performance based earnout. The consideration will consist of US$25 million in cash payable at closing and US$17 million in a 3-year seller note at 5% interest. Greenleaf is a licensed medical cannabis provider with ten dispensaries, four cultivation facilities – three operating and one in development – and one manufacturing location. The dispensaries are located in Albuquerque, Santa Fe, Roswell, Las Cruces, Grants and Las Vegas, New Mexico. Greenleaf's approximately 70,000 square feet of cultivation as well as 6,000 square feet of manufacturing space are located in Albuquerque. The State of New Mexico currently allows medical cannabis and has approved adult use recreational cannabis sales which by law begin no later than April 2022. The acquisition is targeted to close in the first quarter of 2022.

The deal team was led by Chicago partner Mike Froy (Corporate), Kansas City partner Matt Garms (Corporate) and Chicago managing associate Zac Moskowitz (Corporate), with assistance from Los Angeles associate Lauren Estevez (Health Care), Kansas City senior managing associate Rex Redlingshafer (Real Estate) and New York partner Tim Santoli (Tax).

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