Curaleaf Secures Virginia Foothold with Purchase of Cannabist Assets

STAMFORD – Curaleaf Holdings, Inc. has entered into an agreement to purchase key Cannabis operations in Virginia from The Cannabist Co. Holdings Inc. for $110 million, marking a calculated move into one of the East Coast’s most promising medical Cannabis markets just as recreational sales draw nearer.

The deal covers all ownership in gLeaf Virginia, Cannabist’s local subsidiary. That includes an 82,000-square-foot cultivation and production site in the Richmond area, five operating dispensaries and permits for a sixth location. Curaleaf, which operates in 23 states but has no Virginia footprint yet, expects to close the transaction in Q1 2026, pending regulatory nods and approval from a majority of Cannabist’s senior noteholders.

Financial terms break down to $80 million in cash at closing, $20 million deferred and tied to the rollout of adult-use sales at the sites, plus a $10 million promissory note carrying 6% interest over one year. Adjustments could trim the total based on working capital, debts, and other factors. A 15-business-day “go-shop” window runs through Dec. 22, letting Cannabist field rival offers; if one prevails or noteholder consent falls short, Curaleaf pockets a $3.3 million breakup fee.

For Curaleaf, the move plugs a gap in its regional coverage. Cannabist, meanwhile, gains liquidity to tackle its balance sheet. The Massachusetts-based operator plans to apply proceeds toward redeeming high-interest notes, including 9% senior secured convertible notes maturing December 31, 2028.

This transaction underscores a familiar pattern among MSOs: stronger players absorbing pieces from peers squeezed by federal inaction and state-by-state fragmentation. In Virginia, where new licenses will favor local entrepreneurs over big out-of-staters, Curaleaf’s bet on established infrastructure could prove shrewd, provided it navigates the go-shop and creditor hurdles without a hitch.

Here at Highly Capitalized Network-HCN, we see this deal as a pragmatic play in a market where every foothold counts. Curaleaf reinforces its supply chain for the recreational wave, while Cannabist sheds a non-core asset at a premium. However, significant challenges lie ahead. Next year, when Virginia’s doors [hopefully] swing open, Curaleaf will need to prove that this acquisition delivers the required margins to offset Washington’s delays.