AFC Gamma announces the launch of a $ 100 million offer of
WEST PALM BEACH, Fla., October 06, 2021 (GLOBE NEWSWIRE) – AFC Gamma, Inc. (“AFC Gamma”) (Nasdaq: AFCG) today announced its intention to offer, subject to market conditions and d ” other conditions, $ 100 million total principal amount of senior unsecured notes due 2027 (the “Notes”) under a private offer (the “Offer”) to qualified institutional buyers in accordance with the Rule 144A and to non-US persons outside the United States in accordance with Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).
The Notes will constitute the general unsecured and unsubordinated obligations of AFC Gamma, will be fully and unconditionally guaranteed by each of the existing and future subsidiaries of AFC Gamma other than certain intangible subsidiaries, and will rank equally in right of payment as all current and future key executives of AFC Gamma. unsecured and senior debt in right of payment to any of AFC Gamma’s subordinated debt. The Notes will not be guaranteed by the AFC Gamma Affiliate on the date of issue of the Notes.
AFC Gamma intends to use the net proceeds of this offering to finance loans linked to unfunded commitments to its existing borrowers, to create and participate in commercial loans to companies operating in the cannabis industry which are consistent with its investment strategy, and for working capital and other general corporate purposes.
The exact time and terms of the offering will depend on market conditions and other factors. The Notes have not been and should not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from such requirements. ‘registration.
This press release is not an offer to sell, nor a solicitation of an offer to buy, any of these securities and does not constitute an offer, a solicitation or a sale in any jurisdiction in which such an offer , solicitation or sale is illegal. Any offer of these securities will be made only by means of a private offering memorandum.
Tickets will be offered only to qualified institutional buyers in accordance with Rule 144A of the Securities Act. The Securities will not be registered under the Securities Act or any state securities law and, unless so registered, may not be offered or sold in the United States except under ” exemption from the registration requirements of the Securities Act and applicable state laws. AFC Gamma does not intend to apply for listing of the Notes on any stock exchange or any automated brokerage system.
About AFC Gamma, Inc.
AFC Gamma is a commercial real estate finance company that provides a range of lending solutions to established operators in the cannabis industry. AFC Gamma creates, structures and underwrites senior secured loans and other types of lending solutions in states that have legalized cannabis for medical and / or adult use. AFC Gamma has elected and continues to intend to qualify for taxation as a real estate investment trust, effective in its taxation year ended December 31, 2020.
Forward-looking statements and cautions
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and AFC Gamma wishes such statements to be covered by the safe harbor provisions contained therein. Words such as “believes”, “expects”, “will”, “intention”, “plans”, “direction”, “estimates”, “projects”, “anticipate” and “the future ”or similar phrases are intended to identify forward-looking statements, although not all forward-looking statements include these words. All statements other than statements of historical or current fact included in this press release are forward-looking statements. Forward-looking statements include statements regarding the conduct of the Offer and the size and conditions of the Offer. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances beyond the control of AFC Gamma, including, without limitation, risks and uncertainties relating to market conditions, that the size of the Offer could change or the Offer could be terminated and the satisfaction of the usual closing conditions related to the Offer. Actual results could differ materially from results discussed or implied in forward-looking statements due to a number of factors, including, but not limited to, the risks set forth in the section entitled “Risk Factors” and elsewhere in AFC Gamma’s final prospectus filed with the Securities and Exchange Commission (the “SEC”) on June 24, 2021, regarding AFC Gamma’s registration statement on Form S-11, as amended (file n ° 333-257248) and the periodic and current reports of AFC Gamma filed with the SECOND. The forward-looking statements included in this press release should not be unduly relied upon, represent the views of AFC Gamma only as of the date of this press release, and do not represent the views of AFC Gamma at a later date. AFC Gamma assumes no intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events, changes in AFC Gamma’s expectations or otherwise, unless the law requires it.
James Golden / Scott Bisang / Jack Kelleher
Joële Frank, Wilkinson Brimmer Katcher