Good morning. Thank you for joining the Acreage Holdings Conference Call. All lines will be muted during the presentation portion of the call with an opportunity for questions and answers at the end. If you'd like to ask a question, please press star one on your telephone keypad. I would now like to turn the conference over to our host, Steve Gertz, Chief Financial Officer with Acreage. Good morning, everyone, and welcome to Acreage's Conference Call to discuss our recently issued press release regarding the U.S. strategic arrangement with Canopy Growth Corporation, henceforth referred to as Canopy. Joining me today is Peter Caldini, our Chief Executive Officer. Today's call will be archived on our investor relations website at investors.acreageholdings.com. Before we begin, I would like to remind listeners that today's call contains forward-looking statements subject to various risks, uncertainties, and other factors that could cause actual results to differ materially from those forward-looking statements. Any such information and statements should be taken in conjunction with cautionary statements in our press releases and risk factor discussions in our public filings found on SEDAR and EDGAR, as well as our investor website. Any forward-looking statements reflect management's expectations as of today's date, and we assume no obligation to update them other than as may be required by applicable securities law. I will now turn the call over to Peter. Thank you, Steve, and good morning, everyone. Thank you all for joining us today. This morning, we announced an exciting development for Acreage and a strategic opportunity to accelerate value creation for our shareholders while solidifying our position in the U.S. cannabis market. As shared earlier today, Canopy has announced the creation of a new U.S. domiciled holding company called Canopy USA. This new holding company will bring together the various components of Canopy's U.S. interests and will be comprised of Acreage, Jetty, and Wana. We are incredibly enthusiastic about the proposed plan to fast-track the development of Canopy's U.S. cannabis ecosystem and look forward to collaborating further with Jetty and Wana following closing to increase our scale, expand our reach, and pursue product innovation across the strategic platform of top-tier operators. At this point, I would like to turn the call over to Steve to discuss the details of today's announcements, after which I will discuss the strategic benefits of the new arrangement agreement. We will then open the call to a brief question and answer session. Thank you, Peter. The details of our strategic relationship with Canopy are outlined in the press release. In today's call, I'm just gonna provide a high-level summary. First, Canopy has announced the creation of a U.S.-domiciled holding company, Canopy USA, in order to realize the benefit of operations in the United States ahead of federal permissibility. As Peter mentioned, the holding company will be comprised of Acreage, Jetty, and Wana. Upon completion of the creation of the holding company, which is subject to the approval by Canopy shareholders, as well as additional capital restructuring activities of Canopy will exercise its existing option granted on May 15, 2019, and amended on September 23rd, 2020, to purchase all of Acreage's outstanding Class E subordinate voting shares, also known as our Fixed Shares, representing approximately 70% of the total shares of Acreage in exchange for 0.3048 Canopy shares per Fixed Share. Second, in conjunction with this transformative announcement, in order for Canopy to obtain 100% ownership of Acreage, Canopy has put forth a new strategic arrangement for the outstanding Class D subordinate voting shares, also known as our Floating Shares. Pursuant to the plan of arrangement implemented on September 23rd, 2020, and the arrangement agreement dated April 18, 2019 as amended, Canopy has the option, but not the obligation, to purchase the Floating Shares at fair market value with a floor price of $6.41. Given the current market price for the Floating Shares, Canopy will irrevocably waive its option to acquire the Floating Shares under the existing arrangement. As an alternative, and to allow it to acquire 100% of Acreage and Canopy have entered into a new arrangement pursuant to which, following applicable shareholder, court, and regulatory approvals, Canopy will acquire all of the issued and outstanding Floating Shares by way of a plan of arrangement for consideration of 0.45 of a common share of Canopy in exchange for each Floating Share. The Floating Shares arrangement represents a premium of 17.2% to the Floating Shares based on the volume-weighted average price of the Floating Shares and Canopy shares for the 30-day trading period ending on October 24, 2022, on the Canadian Securities Exchange and NASDAQ Global Select Market, respectively. Acreage engaged independent financial advisors and appointed an independent special committee of the board to evaluate this offer. Special Committee of the board, as well as the Acreage Board of Directors, are unanimously recommending Floating Shareholders vote for the proposed arrangement agreement with Canopy, except for members of the board required to abstain due to an interest in the transaction. Our belief is that this path provides the best opportunity for shareholders to maximize the value of their investment in Acreage. The special committee of the board received a fairness opinion from each of Canaccord Genuity and Eight Capital to that effect. As of the date of such respective opinion, and based upon and subject to the assumptions, limitations, and qualifications set forth therein, the number of Canopy shares per floating share to receive by floating shareholders pursuant to the floating share arrangement is fair from a financial point of view to the Acreage floating shareholders. Acceptance of the floating share agreement is subject to applicable regulatory approvals and the approval of at least 2/3 of the votes cast by the holders of the floating shares, as well as approval of at least a majority of the vote cast by floating shareholders, excluding the votes cast by interested parties and related parties at a special meeting of Acreage shareholders expected to take place in January 2023. Upon successful completion of the floating share and fixed share transactions, Canopy USA will own 100% of all outstanding Acreage shares. Acreage expects the floating share arrangement to close in the second half of 2023, subject to the receipt of shareholder, court, and regulatory approvals, as well as the satisfaction or waiver of all conditions under the floating share agreement and existing arrangement. Canopy and Canopy USA have entered into voting support agreements with certain of the company's directors and current and former officers, holding approximately 7.3% of the issued and outstanding floating shares pursuant to which they have agreed, among other things, to vote their floating shares in favor of the floating share agreement. Details regarding the shareholder vote, including instructions on where and how to vote, will be shared at a future date. Shareholders can find information on the floating share agreement on our investor relations website at investors.acreageholdings.com. Finally, concurrent with the execution of the floating share agreement, Canopy agreed to issue Canopy shares with a value of approximately $30.5 million to certain current or former unitholders of High Street Capital Partners, LLC, a subsidiary of Acreage, pursuant to an existing amended tax receivable agreement, and issue Canopy shares with a value of approximately $19.5 million to certain directors, officers, or consultants of Acreage pursuant to an existing tax receivable bonus plan. Together, these payments reduce a potential liability of approximately $121 million. In the future, and at the request of Canopy, the holders of High Street Capital Partners, LLC units will convert their units into shares of Acreage as per the terms of the related agreements. Concurrent with entering into the newest strategic arrangement with Canopy, we have amended our existing $150 million credit facility. Under the terms of the amended credit facility, $25 million is available for immediate draw by Acreage, with further $25 million available in future periods under a committed accordion option when certain predetermined milestones are achieved. In connection with entering into the amended credit facility, the lenders have waived the requirement for Acreage to comply with financial covenants, except a minimum cash requirement, until December 31st, 2023. New covenants have been agreed upon in respect of all periods beginning on or after December 31st, 2023, reflecting the company's growth plan, financial position, and current market conditions. We intend to use the proceeds of the amended credit facility to fund expansion initiatives and provide additional working capital. With that, I'll turn the call back over to Peter. Thank you, Steve. Since entering in the initial plan of arrangement with Canopy, the markets have significantly changed and faced many challenges, including cost inflation, price declines, lagging developments in federal legislation, and lingering issues related to COVID-19 pandemic. Despite these challenges, Acreage has continued to perform strongly and remains well-positioned in our core markets and poised for significant growth. Our strategy to accelerate growth in our core markets, drive profitability, and strengthen our balance sheet has served us well. Focusing our team on maintaining a disciplined financial approach with strong operational capabilities has successfully guided us through more challenging market conditions. We are confident that the Floating Share agreement from Canopy represents an ideal opportunity for our shareholders to maximize the value of their investment in Acreage. This new agreement is a logical next step for Acreage as we have completed a major transformation of our business over the last few years, delivering profitability and focusing on expanding our business in highly attractive northeastern markets in preparation for considerable industry growth. The integration of Acreage into Canopy's U.S. ecosystem will allow shareholders of both companies to participate in this strategic market opportunity with aligned interests. An exciting evolution is now taking place in the U.S. cannabis industry, and the time is now to accelerate our union with Canopy and leverage a solid foundation we have built to fully participate in an unmatched U.S. ecosystem alongside other market leaders. Acreage is a valuable addition to what Canopy is building, and we are thrilled to collaborate more directly with Jetty and Wana following closing on product innovation, market expansion, creating an even stronger position ahead of federal permissibility as part of the leading North American branded powerhouse. We analyzed the proposal from Canopy for the acquisition of our floating shares and our board is unanimously recommending to our floating shareholders that they vote in favor of the proposed floating share agreement with Canopy. The new agreement with Canopy to acquire both our fixed and floating shares reduces the risks of our floating shareholders compared to Canopy only completing the acquisition of our fixed shares as it allowed under the existing arrangement agreement. This 100% acquisition of Acreage by Canopy USA will eliminate the unnecessary costs, restrictions, and risks associated with the minority ownership of Acreage by public shareholders while control rests with another company. Moreover, Acreage's board of directors and a special committee of independent directors of Acreage assessed the relative benefits and risks of various alternatives reasonably available to our holders of our floating shares, given that prior to the floating share agreement, Canopy was not obligated to acquire the floating shares. As part of that evaluation process, the special committee and the board concluded that, first, to continue as a standalone publicly traded company, Acreage would need to raise capital due to the nature of Acreage's business and its cash flow requirements. Second, the ability to execute on Acreage's existing board-approved strategic plan would be affected by the difficulty and cost of obtaining capital given the challenges associated with the current environment for cannabis issuers and the restrictions of Acreage's ability to operate its business. Given the restrictions in the existing arrangement agreement with Canopy, we believe it is unlikely that any other party would be willing to acquire the floating shares on terms that are more favorable to the floating shareholders from a financial point of view than the proposed agreement from Canopy. Given the potential pathway following the fixed share option exercised by Canopy, the new floating share agreement represents what we believe to be the best value creation opportunity for our floating shareholders while having the ability to remain invested in the high-growth cannabis industry through one of the world's largest operators. Receiving Canopy shares in exchange for floating shares will provide the floating shareholders with significant increased near-term liquidity as well as equity ownership in Canopy shares, one of the world's largest cannabis operators. Canopy shares trade an average of more than $50 million a day, compared to less than $100,000 for each of the fixed and floating shares. This is a highly unique opportunity for shareholders to participate at the onset of Canopy USA and allow Acreage to immediately leverage Canopy's strategic platform and participate in the revenue and cost synergies expected to be achieved by Canopy USA and strengthens Canopy's position as a brand powerhouse ahead of a potential U.S. federal permissibility. The creation of Canopy USA will capitalize on the significant opportunity to solidify Canopy's U.S. cannabis ecosystem by uniting three top-tier operators who will leverage the best of each other's capabilities to further accelerate growth and profitability in the maturing U.S. industry, which is estimated to be over $50 billion market by 2026. Finally, the approved Acreage amended credit facility, which was made concurrent with the Floating Share agreement, will allow Acreage to fund expansion plans with the ability to immediately draw $25 million and take advantage of the opportunities within its markets and provide us with more flexibility under the updated debt covenants. We are extremely excited for the future of the industry and the opportunity this transaction presents to our valued shareholders. With that, I will now have the operator open the line for a brief question and answer session. Operator, please go ahead. If you would like to ask a question, please press star followed by one on your telephone keypad. If for any reason you'd like to remove that question, please press star followed by two. Again, to ask a question, press star one. We ask that you limit your time to two questions and re-enter the queue for any additional questions. Thank you. Our first question comes from Aaron Gray with Alliance Global Partners. Your line is now open. Hi, good morning, and thank you for the question. Just actually one for me. I want to talk from Acreage perspective. Just, you know, in terms of why. You've mentioned it sometimes in your prepared remarks, but in terms of the timing of the transaction, right, 'cause you have potential for a SAFE and the lame duck session, you know, how that played into the decision and also your Northeast opportunities just kind of starting to come to fruition with New Jersey starting, you know, New York, Connecticut, and some others on the horizon there. It sounds like capital was a big part that played into this. You know, were some of the other options in terms of getting capital just more expensive in terms of the refinanced credit agreements that you mentioned? Were they just not available, and that kind of put you into this decision because of the prior agreement that you had with Canopy? Just, you know, more color in terms of the timing of it and how the exit capital kind of played into it. Thank you. Yeah. Hey, Aaron, thanks for the question. I think timing was really driven by two things. First off, you know, although there's been, you know, some rumblings on safe banking, and then we had the Biden tweet a few weeks ago, I think most industry observers would say federal permissibility is probably some time away. And that would mean that, you know, we'd have to continue to operate within the current structure that we've got with Canopy, which isn't optimal for Acreage because of the restrictions that it imposes, and isn't optimal for Canopy given, you know, they've made significant investments into U.S. THC assets that they're actually not able to report on, to realize, or to interact with. You know, the timing was really, you know, if we waited till the agreement hit its normal course, i.e. hitting federal permissibility, we could be waiting and staying in limbo for quite a significant extended period of time. We wanted to get this done so that both Acreage and Canopy, as well as Wana and Jetty, can advance and become a much bigger, better organization over the long term. The second element was Truly capital. You know, we all know that capital is constrained for cannabis companies in this market. Equity markets are at low points, so that's not an attractive option right now. Cost of debt has moved up quite considerably, if you can get it, and covenants are quite restrictive. Our ability to continue to fund this business under the status quo would have been limited. This new structure, seeing us align 100% with Canopy, will afford us more opportunities to continue to fund the business as we move forward. Yeah. Hey, just Aaron, just to add a little bit more, I mean, from a regulatory standpoint, I mean, you know, clearly there's positive momentum. You know, as it relates to federal permissibility, you know, the feeling that was gonna take still some time and, you know, there wasn't exactly clarity around that. It's really an opportunity to really jump-start what we believe we can do with the ecosystem and really establish, you know, very strong growth. You know, once that federal permissibility happens that, you know, we're already well along our way at that point. Great. Thanks for the call. I'll jump back to the queue. Our next question comes from Vivien Azer with Cowen. Your line is now open. Hi. Good morning. Thank you and congratulations on the announcement. In your prepared remarks, you guys called out, you know, cash needs and future CapEx plans a couple of times. Earlier this morning, you know, David did note the benefits of, you know, a broadly, you know, asset light model for some of the other assets that'll get folded into Canopy USA. I'm just curious, as you guys are thinking about your CapEx investments that you've articulated today, you know, what conversations have you had with Canopy about that? You know, are they in a position where they can influence some of those decisions or help you think through them, as they ultimately try to architect an ideal portfolio in the U.S.? Thanks. Yeah. Thanks for the question, Vivien. You know, our current view is to continue to build out the opportunities we see in front of us. You know, we talk about New Jersey, we talk about New York, Connecticut. We have significant opportunities in front of us that's gonna require capital investment. In terms of influence, and we do have a lot of engagement with Canopy and there's a lot of positive discussion. There's clear visibility in terms of what we need to do, and I think they're fully aligned with that approach. There's a significant opportunity for us to get, you know, establish very strong market share and really build our business in the Northeast markets, and we need to kinda use the capital in order to do that. I think when you look at, you know, expanding beyond that and looking at an asset light approach, I think that will come into play over time. In terms of what we're trying to do over the next 18 months, it's really gonna continue to exploit the opportunities we have in the markets, and Canopy is fully supportive. Understood. If I can add. I was going to add, if you look at the structure, both Wana and Jetty are really focused on innovation, focused on brands and launching new products. While that is important to Acreage, you know, we're an integrated MSO, so we've got brick and mortar production facilities and cultivation facilities on the ground in the states. So it actually presents a nice overlap where, you know, we've got the production facilities, they've got the expertise in innovation and brands and products. So that, you know, when we're eventually put together, creates a cohesive unit without a lot of redundancies in facilities that you'd have to deal with. Certainly, and thank you for that. Just a follow-up, though. You know, understanding you guys, you know, are articulating a 18-month plan going forward today, I'm curious just to get your perspective on how that plan, you know, might or had changed over the last 12 months, because certainly, you know, as you look around, you know, your, you know, kind of biggest opportunities in the Northeast, New Jersey and New York, there's been quite a lot of price deflation, almost kind of universally across the country in legal cannabis states. How's your thinking around those investments evolved? Thanks. I would say, you know, it's developed as markets have developed. New Jersey has proven to be a very large opportunity. We missed the mark a little bit when we went to adult use. We weren't fully prepared with our cultivation facility, so we're taking two steps to address that. We think New Jersey is gonna be a fantastic market for the company. New York, we're probably a little bit more muted on now. You know, originally New York was gonna go live with adult use, probably nearer than it is going to now. There's some challenges in that market with the regulations that are still evolving. The opportunity in New York is probably a little bit more muted than we thought, you know, six to nine months ago. Offsetting that is Connecticut. You know, it looks like a very good market for us. It is today. I think it probably represents more of an opportunity than when we first estimated. As we watch the regulations evolve in Connecticut, you know, we're probably spending a little bit more time and attention into that market. Our focus though still is truly on the Northeast. That's where we got the footprint. That was where we have the presence. That was where we have the brands. We'll continue to evolve our presence in those markets that have announced moves to adult use and look forward to similar announcements in, you know, other key states for us, Pennsylvania, Ohio, you know, as we move forward. Vivien, just to add a little bit more to that. I think, you know, one of the what we're seeing across the industry and it evolves is the price compression. It becomes more and more important to really be positioned in that premium segment. I think that's what we're really excited about the partnership is having two players that are dedicated in their segments that are, you know, premium position that really enables us to leverage that, which I think as the industry continues to evolve, it's all gonna be about differentiation, and we wanna make sure that we are in that premium segment to take advantage of it. Absolutely. Thank you. Our next question comes from Glenn Mattson with Ladenburg Thalmann. Your line is now open. Yeah. Hi. Thanks for taking the question. I'm just curious on the puts and takes of the arrangement in terms of the share exchange and the exchange value. You know, recognizing it's about an 80% reduction from the prior agreement. I understand that there's a lot of puts and takes and a lot of negotiations that went on. You know, but I guess you had some leverage in the fact that if you didn't agree to this deal, then Canopy has a large sunk cost involved. On the flip side, you're playing with the issue that you have a liquidity issue. Maybe can you just kind of walk through kind of how the negotiations went and if this was a price that was like a best and final offer, or if it was a you know just a little color behind how you came to those terms? Yeah. I think, like any negotiation between two entities, you know, both sides did their best to represent their shareholders. It wasn't a, you know, best and final offer. It was a negotiation between both sides to come up with a price that was fair. You know, fortunately, we're both public companies, so we could reference capital market prices. Canopy, readily available in large liquidity. Ours is a little bit more challenging given the limited liquidity we have on our shares, particularly on the floating shares. That's the reason we used a VWAP, you know, with an extended period of time looking back to get a truer indication of what the price would be for both companies. And when we were doing that, we arrived at a premium over the VWAP. You know, it's changed over the course of negotiations to settlement. As we announced, looking at a 30-day VWAP, you know, the exchange ratio represents 17.5% premium to the Acreage shares over that look-back period. At the end of the day, that was a price that both sides could agree to and both sides thought was fair. Right. Yeah, the only reason I bring it up is that the 30-day look-back period, more than half that period is kinda like before the Biden announcement and the market kind of shifted a lot since that time with you know, ETFs kind of up 20%+ in that second half of that look-back period. You know, to use a 30-day period represents a period of time that's you know, only partially represented by the new reality, I guess. I understand it is a tricky negotiation, so. Yeah. No, it's, you know, the. Again, it's a tough read on our share price given the lack of liquidity. You know, we, you know, you look historically, Acreage's Fixed Shares have tended to follow the market, but there's been, you know, at times there's been lags on it and times there's been advances against it. You know, looking at a particular point in time, I think both sides agreed wouldn't be that indicative of the price. Right. Thanks for those. Our next question comes from Bill Kirk with MKM Partners. Your line is now open. Hey, thank you for the questions. How much did the targets in the initial business plan factor into the decision? You know, were those targets creating risk to the Fixed Shares? I guess just simply, were you expecting to fall short of those targets you set with Canopy? Are you referring to the targets in the original plan of arrangement? I believe in the initial business plan you had goals for- Yeah. for each year for top line, for consolidated EBITDA or adjusted EBITDA. Just wondering how that factored in, like if you were going to fall short of some of those targets, what role that played in the negotiating process? So- It actually wasn't even discussed. I don't think it played a role whatsoever. You know, it became a fact of the plan of arrangement as it's currently constructed, you know, really wasn't benefiting either organization. We were locked in a path that would eventually see the two organizations put together, given that, you know, Canopy had the option to acquire, at their discretion, to acquire at least 70% of the company. So it was trying to find a solution to that. To more fully tackle the market opportunities that exist in the U.S. THC ecosystem. So it wasn't driven by performance vs the objectives. It was more driven by how do we optimize, you know, the structure for the benefit of all shareholders. Do you know if those exchangeable shares will be listed on any exchange? I don't know. That's probably a question better answered by the Canopy folks. Okay. Thank you. There are no further questions waiting at this time, so I'll pass the call back over to the management team for closing remarks. Yeah. Thank you very much, operator, and really appreciate everybody joining the call today. This is an exciting opportunity in the industry. The industry's gonna continue to evolve, and we're really excited to be a part of that and really shape the future of Canopy USA and ultimately shape Canopy. Thank you very much for the time today. Have a good rest of the day. That concludes the conference call. Thank you for your participation. You may now disconnect your lines.