SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

15,811,474

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

15,811,474

0001193125-24-103016.txt : 20240419 0001193125-24-103016.hdr.sgml : 20240419 20240419170049 ACCESSION NUMBER: 0001193125-24-103016 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20240419 DATE AS OF CHANGE: 20240419 GROUP MEMBERS: CBG HOLDINGS LLC GROUP MEMBERS: CONSTELLATION BRANDS CANADA HOLDINGS ULC GROUP MEMBERS: CONSTELLATION BRANDS, INC. GROUP MEMBERS: CONSTELLATION CAPITAL LLC GROUP MEMBERS: CONSTELLATION INTERNATIONAL HOLDINGS LTD GROUP MEMBERS: GREENSTAR CANADA INVESTMENT CORP GROUP MEMBERS: GREENSTAR II HOLDINGS LLC GROUP MEMBERS: GREENSTAR II LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Canopy Growth Corp CENTRAL INDEX KEY: 0001737927 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90568 FILM NUMBER: 24858684 BUSINESS ADDRESS: STREET 1: 1 HERSHEY DRIVE CITY: SMITH FALLS STATE: A6 ZIP: K7A0A8 BUSINESS PHONE: 855-558-9333 MAIL ADDRESS: STREET 1: 1 HERSHEY DRIVE CITY: SMITH FALLS STATE: A6 ZIP: K7A0A8 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Greenstar Canada Investment Limited Partnership CENTRAL INDEX KEY: 0001746720 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1055 WEST HASTINGS STREET STREET 2: SUITE 1700 CITY: VANCOUVER STATE: A1 ZIP: V6E 2E9 BUSINESS PHONE: 585-678-7100 MAIL ADDRESS: STREET 1: 1055 WEST HASTINGS STREET STREET 2: SUITE 1700 CITY: VANCOUVER STATE: A1 ZIP: V6E 2E9 SC 13D/A 1 d823440dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

Canopy Growth Corporation

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

901164

(CUSIP Number)

Lloyd H. Spencer, Esq.

Nixon Peabody LLP

799 9th Street NW, Suite 500

Washington, D.C. 20001

(202) 585-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 18, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 2

SCHEDULE 13D

CUSIP No. 901164


1		NAME OF REPORTING PERSONS Greenstar Canada Investment Limited Partnership
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia

Page 3

SCHEDULE 13D

CUSIP No. 901164


1		NAME OF REPORTING PERSONS Greenstar Canada Investment Corporation
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia

Page 4

SCHEDULE 13D

CUSIP No. 901164


1		NAME OF REPORTING PERSONS Constellation Brands Canada Holdings ULC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Nova Scotia

Page 5

SCHEDULE 13D

CUSIP No. 901164


1		NAME OF REPORTING PERSONS Constellation Capital LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Page 6

SCHEDULE 13D

CUSIP No. 901164


1		NAME OF REPORTING PERSONS Constellation International Holdings Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION New York

Page 7

SCHEDULE 13D

CUSIP No. 901164


1		NAME OF REPORTING PERSONS CBG Holdings LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Page 8

SCHEDULE 13D

CUSIP No. 901164


1		NAME OF REPORTING PERSONS Greenstar II LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Page 9

SCHEDULE 13D

CUSIP No. 901164


1		NAME OF REPORTING PERSONS Greenstar II Holdings LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Page 10

SCHEDULE 13D

CUSIP No. 901164


1		NAME OF REPORTING PERSONS Constellation Brands, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

This Amendment No. 13 (this “Amendment”) is being filed by Greenstar Canada Investment Limited Partnership (“Greenstar LP”), Greenstar Canada Investment Corporation (“GCIC”), Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited (“CIHL”), CBG Holdings LLC (“CBG”), Greenstar II LLC (“GII”), Greenstar II Holdings LLC (“GIIH”), and Constellation Brands, Inc. (“Constellation”) (collectively, the “Reporting Persons”), pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This Amendment amends the Schedule 13D filed on July 17, 2018 by Greenstar LP, GCIC, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, CIHL and Constellation (the “Initial Schedule 13D”), as the Initial Schedule 13D was amended by (i) Amendment No. 1 filed on August 16, 2018 (the “First Amendment”), by the Reporting Persons (other than GII and GIIH); (ii) Amendment No. 2 filed on November 2, 2018 (the “Second Amendment”) by CBG and Constellation; (iii) Amendment No. 3 filed on December 3, 2018 (the “Third Amendment”) by the Reporting Persons (other than CBG, GII and GIIH); (iv) Amendment No. 4 filed on July 3, 2019 (the “Fourth Amendment”) by the Reporting Persons (other than GII and GIIH); (v) Amendment No. 5 filed on May 4, 2020 (the “Fifth Amendment”) by the Reporting Persons (other than CBG, GII and GIIH); (vi) Amendment No. 6 filed on April 29, 2021 (the “Sixth Amendment”) by the CBG, GII, GIIH and Constellation; (vii) Amendment No. 7 filed on July 1, 2022 (the “Seventh Amendment”) by the Reporting Persons (other than CBG, GII and GIIH); (viii) Amendment No. 8 filed on July 19, 2022 (the “Eighth Amendment”) by the Reporting Persons (other than CBG, GII and GIIH); (ix) Amendment No. 9 filed on October 26, 2022 (the “Ninth Amendment”) by the Reporting Persons; (x) Amendment No. 10 filed on April 17, 2023 (the “Tenth Amendment”) by the Reporting Persons; (xi) Amendment No. 11 filed on July 20, 2023 (the “Eleventh Amendment”) by the Reporting Persons; and (xii) Amendment No. 12 filed on November 3, 2023 (the “Twelfth Amendment,” and together with the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment, and the Initial Schedule 13D, the “Schedule 13D”) by the Reporting Persons.

Item 1. Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety with the following:

The title and class of equity securities to which this Amendment relates are Common Shares, no par value (“Common Shares”), of Canopy Growth Corporation, a company organized and existing under the laws of Canada (the “Issuer” or “Canopy”). The principal executive offices of the Issuer are located at 1 Hershey Drive, Smiths Falls, Ontario Canada, K7A 0A8.

Item 2. Identity and Background.

Paragraphs (a) – (c) of Item 2 of the Schedule 13D are hereby revised and supplemented with the following:

(a) – (c) Current information concerning the identity and background of each executive officer and director of CBG, GII, GIIH, GCIC, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, CIHL and Constellation is set forth on Annex A (collectively, the “Covered Persons”), attached hereto and incorporated herein by reference.

Paragraphs (d) – (e) of Item 2 of the Schedule 13D are hereby revised and supplemented with the following:

(d) – (e) None of the Reporting Persons or, to the best knowledge of CBG and Greenstar LP, any of the Covered Persons has, during the past five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he, she or it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Page 11

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby revised and supplemented with the following:

As described below in Item 4, (i) CBG and Greenstar LP exchanged their Common Shares of the Issuer for non-voting and non-participating Exchangeable Shares (“Exchangeable Shares”) of the Issuer, and (ii) Greenstar LP exchanged approximately C$81.2 million of the principal amount of the Issuer’s C$100 million promissory note due 2024 (the “Note”) for Exchangeable Shares of the Issuer.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby revised and supplemented with the following:

On April 18, 2024, CBG and Greenstar LP exchanged their Common Shares of the Issuer for Exchangeable Shares on a one-for-one basis. The amendment to the Issuer’s share capital and the creation of Exchangeable Shares were authorized by the Issuer’s shareholders at a special meeting held on April 12, 2024. Greenstar LP also entered into an Exchange Agreement, dated April 18, 2024 (the “Exchange Agreement”), with Canopy, pursuant to which Greenstar LP agreed to exchange approximately C$81.2 million of the principal amount of the Note for Exchangeable Shares of Canopy. Pursuant to the Exchange Agreement, Greenstar LP forgave all accrued but unpaid interest on the Note together with the remaining principal amount of the Note. Pursuant to the terms of the Exchange Agreement, an aggregate of 9,111,549 Exchangeable Shares were issued to Greenstar LP on April 18, 2024, which was calculated based on a price per share of C$8.91.

Pursuant to their terms, Exchangeable Shares are convertible into Common Shares on a one-for-one basis at any time at the election of the holder. Greenstar and CBG do not intend to convert any of their outstanding Exchangeable Shares for Common Shares or own any Common Shares, in each case until such time as the U.S. domestic sale of marijuana could not reasonably be expected to violate the Controlled Substances Act, the Civil Asset Forfeiture Reform Act (as it relates to violation of the Controlled Substances Act) and all related applicable anti-money laundering laws. For Schedule 13D reporting purposes, CBG and Greenstar LP will be deemed to beneficially own Common Shares issuable on conversion of Exchangeable Shares.

All board nominees of Constellation resigned from the Issuer’s board of directors effective April 18, 2024.

Except as previously disclosed in the Schedule 13D or set forth in this Amendment, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in Item 4(a) through (j) of Schedule 13D. The Reporting Persons may evaluate on a continuing basis their investment in the Issuer and expect that they may from time to time dispose of Exchangeable Shares or other securities of the Issuer, convert their Exchangeable Shares to Common Shares and purchase or sell Common Shares or other securities of the Issuer in the future, either on the open market or in private transactions, in each case, depending on a number of factors, including general market and economic and industry conditions and other available investment opportunities. Depending on market conditions, general economic and industry conditions, the Issuer’s business and financial condition and/or other relevant factors, the Reporting Persons may develop other plans or intentions in the future relating to one or more of the actions described in Item 4(a) through (j) of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby revised and supplemented with the following:

(a) – (c) Exchangeable Shares are convertible into Common Shares on a one-for-one basis at any time at the election of the holder. Each of the percentages of Common Shares beneficially owned indicated below and in the tables on pages 2 through 10 is calculated assuming the conversion of Exchangeable Shares into Common Shares.

Page 12

Greenstar LP has direct beneficial ownership of 15,811,474 Exchangeable Shares, representing approximately 15.8% of the issued and outstanding Common Shares of the Issuer as of April 18, 2024. GCIC is the general partner of Greenstar LP and is wholly-owned by Constellation Brands Canada Holdings ULC, which in turn is wholly-owned by Constellation Capital LLC, which in turn is wholly-owned by CIHL, which in turn is wholly-owned by Constellation.

CBG has direct beneficial ownership of 10,450,000 Exchangeable Shares of the Issuer, representing approximately 10.4% of the issued and outstanding Common Shares of the Issuer as of April 18, 2024. CBG is wholly-owned by GII, which in turn is wholly-owned by GIIH, which in turn is wholly-owned by Constellation.

In the aggregate, Constellation has indirect beneficial ownership of 26,261,474 Exchangeable Shares of the Issuer, representing approximately 26.2% of the issued and outstanding Common Shares of the Issuer as of April 18, 2024.

Except as set forth in the Schedule 13D, to the best knowledge of the Reporting Persons and other than as previously disclosed, the Covered Persons do not beneficially own any Common Shares or Exchangeable Shares as of April 18, 2024, other than Judy A. Schmeling, who holds 32,009 Common Shares which were acquired following the vesting of restricted stock units acquired as compensation for her position as a director of the Issuer and restricted stock units convertible into 10,044 Common Shares, which were acquired on August 22, 2023 as compensation for her position as a director of the Issuer. The Reporting Persons disclaim beneficial ownership of each Covered Person’s Common Shares and Exchangeable Shares and such Common Shares and Exchangeable Shares are excluded from the aggregate amounts reported by the Reporting Persons in this Amendment and Schedule 13D.

Except as set forth herein, neither the Reporting Persons, nor to the best knowledge of the Reporting Persons, any of the Covered Persons, has engaged in any transaction involving any Common Shares or Exchangeable Shares in the 60-day period ended April 18, 2024.

The aggregate percentage of Common Shares reported owned by the Reporting Persons is based upon 100,217,939 Common Shares outstanding (assuming the conversion of all Exchangeable Shares outstanding into Common Shares), which is the sum of the total number of Common Shares and Exchangeable Shares outstanding as of April 18, 2024, as provided to the Reporting Persons by the Issuer. All amounts of Common Shares reported by the Reporting Persons in this Amendment reflect the reverse stock split completed by the Issuer in December 2023.

Item 6. Contracts, Arrangements, Understandings, or Relationships to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby revised and supplemented with the following:

In connection with the exchange described in Item 4 above, CBG, Greenstar LP, and the Issuer have terminated the investor rights agreement, administrative services agreement, co-development agreement, and all other commercial arrangements between them and their subsidiaries, other than the consent agreement pursuant to which CBG and Greenstar LP consented to the amendment to the Issuer’s share capital, certain termination agreements, and the Exchange Agreement. The form of termination agreements were filed with Exhibit 99.1 to the Ninth Amendment.

As a result, CBG and Greenstar LP have no further governance rights in relation to the Issuer, including rights to nominate members to the Board of Directors of the Issuer, or approval or consulting rights related to certain transactions. All board nominees of Constellation resigned from the Issuer’s Board of Directors effective April 18, 2024.

As described above in Item 4, which is incorporated herein by reference, Greenstar LP entered into the Exchange Agreement.

Other than as described in this Amendment and the Schedule 13D, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities, including Common Shares.

Page 13

Item 7. Material to Be Filed as Exhibits.


Exhibit 99.1		Notice of Conversion of Common Shares by Greenstar Canada Investment Limited Partnership.

Exhibit 99.2		Notice of Conversion of Common Shares by CBG Holdings LLC.

Exhibit 99.3		Exchange Agreement, dated April 18, 2024, between Greenstar Canada Investment Limited Partnership and Canopy Growth Corporation.

Exhibit 99.4		Joint Filing Agreement among the Reporting Persons dated April 19, 2024.

Page 14

Signature

After reasonable inquiry and to the best of the undersigned’s knowledge and belief I certify that the information set forth in this statement is true, complete, and correct.


Dated: April 19, 2024	CBG Holdings LLC

	By:	/s/ Kenneth W. Metz
	Name:	Kenneth W. Metz
	Title:	President

	Greenstar II LLC

	By:	/s/ Oksana S. Dominach
	Name:	Oksana S. Dominach
	Title:	Vice President and Treasurer

	Greenstar II Holdings LLC

	By:	/s/ Oksana S. Dominach
	Name:	Oksana S. Dominach
	Title:	Vice President and Treasurer

	Greenstar Canada Investment Limited Partnership
	By:	Greenstar Canada Investment Corporation, its
		general partner

	By:	/s/ Kenneth W. Metz
	Name:	Kenneth W. Metz
	Title:	President

	Greenstar Canada Investment Corporation

	By:	/s/ Kenneth W. Metz
	Name:	Kenneth W. Metz
	Title:	President

	Constellation Brands Canada Holdings ULC

	By:	/s/ Kenneth W. Metz
	Name:	Kenneth W. Metz
	Title:	President

	Constellation Capital LLC

	By:	/s/ Oksana S. Dominach
	Name:	Oksana S. Dominach
	Title:	Vice President and Treasurer


		Constellation International Holdings Limited

		By:		/s/ Oksana S. Dominach
		Name:		Oksana S. Dominach
		Title:		Vice President and Treasurer

		Constellation Brands, Inc.

		By:		/s/ James O. Bourdeau
		Name:		James O. Bourdeau
		Title:		Executive Vice President, Chief Legal Officer
				and Secretary

Annex A

The following is a list, as of April 18, 2024, of the executive officers and directors of each of CBG Holdings LLC, Greenstar II LLC, Greenstar II Holdings LLC, Greenstar Canada Investment Corporation, Constellation Brands Canada Holdings ULC, Constellation Capital LLC, Constellation International Holdings Limited and Constellation Brands, Inc. (collectively, the “Covered Persons”), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person. Each Covered Person is a citizen of the United States, unless otherwise noted, and does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly affiliated with Constellation Brands, Inc.) unless otherwise noted.

Executive Officers of CBG Holdings LLC:


Name	Position	Business Address	Citizenship
Kenneth W. Metz	President	207 High Point Drive, Building 100, Victor, New York 14564	US

Michael Becka	Vice President	131 S. Dearborn Street, Chicago, Illinois 60603	US

Oksana S. Dominach	Vice President and Treasurer	207 High Point Drive, Building 100, Victor, New York 14564	US

Jeffrey H. LaBarge	Vice President and Assistant Secretary	207 High Point Drive, Building 100, Victor, New York 14564	US

Michael Reitz	Vice President and Assistant Treasurer	207 High Point Drive, Building 100, Victor, New York 14564	US

Timothy D. Robins	Vice President	207 High Point Drive, Building 100, Victor, New York 14564	US

Brian S. Bennett	Secretary	207 High Point Drive, Building 100, Victor, New York 14564	US

Directors of CBG Holdings LLC:


Name	Position	Business Address	Citizenship
James O. Bourdeau	Executive Vice President, Chief Legal Officer and Secretary of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Executive Officers of Greenstar II LLC:


Name	Position	Business Address	Citizenship
Garth Hankinson	President	207 High Point Drive, Building 100, Victor, New York 14564	US

Michael Becka	Vice President	131 S. Dearborn Street, Chicago, Illinois 60603	US

Oksana S. Dominach	Vice President and Treasurer	207 High Point Drive, Building 100, Victor, New York 14564	US

Jeffrey H. LaBarge	Vice President and Assistant Secretary	207 High Point Drive, Building 100, Victor, New York 14564	US

Kenneth W. Metz	Vice President	207 High Point Drive, Building 100, Victor, New York 14564	US

Michael Reitz	Vice President and Assistant Treasurer	207 High Point Drive, Building 100, Victor, New York 14564	US

Timothy D. Robins	Vice President	207 High Point Drive, Building 100, Victor, New York 14564	US

Brian S. Bennett	Secretary	207 High Point Drive, Building 100, Victor, New York 14564	US

Directors of Greenstar II LLC:


Name	Position	Business Address	Citizenship
James O. Bourdeau	Executive Vice President, Chief Legal Officer and Secretary of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Garth Hankinson	Executive Vice President and Chief Financial Officer of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Oksana S. Dominach	Senior Vice President of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Executive Officers of Greenstar II Holdings LLC:


Name	Position	Business Address	Citizenship
Garth Hankinson	President	207 High Point Drive, Building 100, Victor, New York 14564	US

Michael Becka	Vice President	131 S. Dearborn Street, Chicago, Illinois 60603	US

Oksana S. Dominach	Vice President and Treasurer	207 High Point Drive, Building 100, Victor, New York 14564	US

Jeffrey H. LaBarge	Vice President and Assistant Secretary	207 High Point Drive, Building 100, Victor, New York 14564	US

Kenneth W. Metz	Vice President	207 High Point Drive, Building 100, Victor, New York 14564	US

Michael Reitz	Vice President and Assistant Treasurer	207 High Point Drive, Building 100, Victor, New York 14564	US

Timothy D. Robins	Vice President	207 High Point Drive, Building 100, Victor, New York 14564	US

Brian S. Bennett	Secretary	207 High Point Drive, Building 100, Victor, New York 14564	US

Directors of Greenstar II Holdings LLC:


Name	Position	Business Address	Citizenship
James O. Bourdeau	Executive Vice President, Chief Legal Officer and Secretary of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Garth Hankinson	Executive Vice President and Chief Financial Officer of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Oksana S. Dominach	Senior Vice President of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Executive Officers of Greenstar Canada Investment Corporation:


Name	Position	Business Address	Citizenship
Kenneth W. Metz	President	207 High Point Drive, Building 100, Victor, New York 14564	US

Oksana S. Dominach	Vice President and Treasurer	207 High Point Drive, Building 100, Victor, New York 14564	US

Timothy D. Robins	Vice President	207 High Point Drive, Building 100, Victor, New York 14564	US

Brian S. Bennett	Secretary	207 High Point Drive, Building 100, Victor, New York 14564	US

Directors of Greenstar Canada Investment Corporation:


Name	Position	Business Address	Citizenship
James O. Bourdeau	Executive Vice President, Chief Legal Officer and Secretary of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Oksana S. Dominach	Senior Vice President of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Kenneth W. Metz	Senior Vice President, Finance, Wine & Spirits Division of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Executive Officers of Constellation Brands Canada Holdings ULC:


Name	Position	Business Address	Citizenship
Kenneth W. Metz	President	207 High Point Drive, Building 100, Victor, New York 14564	US

Oksana S. Dominach	Vice President and Treasurer	207 High Point Drive, Building 100, Victor, New York 14564	US

Timothy D. Robins	Vice President	207 High Point Drive, Building 100, Victor, New York 14564	US

Brian S. Bennett	Secretary	207 High Point Drive, Building 100, Victor, New York 14564	US

Directors of Constellation Brands Canada Holdings ULC:


Name	Principal Occupation or Employment	Business Address	Citizenship
Oksana S. Dominach	Senior Vice President of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Timothy D. Robins	Vice President, Tax of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Executive Officers of Constellation Capital LLC:


Name	Position	Business Address	Citizenship
Garth Hankinson	President	207 High Point Drive, Building 100, Victor, New York 14564	US

Michael Becka	Vice President	131 S. Dearborn Street, Chicago, Illinois 60603	US

Oksana S. Dominach	Vice President and Treasurer	207 High Point Drive, Building 100, Victor, New York 14564	US

Kenneth W. Metz	Vice President	207 High Point Drive, Building 100, Victor, New York 14564	US

Michael Reitz	Vice President and Assistant Treasurer	207 High Point Drive, Building 100, Victor, New York 14564	US

Timothy D. Robins	Vice President	207 High Point Drive, Building 100, Victor, New York 14564	US

Brian S. Bennett	Secretary	207 High Point Drive, Building 100, Victor, New York 14564	US

Directors of Constellation Capital LLC:


Name	Principal Occupation or Employment	Business Address	Citizenship
James O. Bourdeau	Executive Vice President, Chief Legal Officer and Secretary of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Oksana S. Dominach	Senior Vice President of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Executive Officers of Constellation International Holdings Limited:


Name	Position	Business Address	Citizenship
James A. Sabia, Jr.	President	131 S. Dearborn Street, Chicago, Illinois 60603	US

Garth Hankinson	Executive Vice President	207 High Point Drive, Building 100, Victor, New York 14564	US

Michael Becka	Vice President	131 S. Dearborn Street, Chicago, Illinois 60603	US


Oksana S. Dominach	Vice President and Treasurer	207 High Point Drive, Building 100, Victor, New York 14564	US

Kenneth W. Metz	Vice President	207 High Point Drive, Building 100, Victor, New York 14564	US

Michael Reitz	Vice President and Assistant Treasurer	207 High Point Drive, Building 100, Victor, New York 14564	US

Timothy D. Robins	Vice President	207 High Point Drive, Building 100, Victor, New York 14564	US

Brian S. Bennett	Secretary	207 High Point Drive, Building 100, Victor, New York 14564	US

Directors of Constellation International Holdings Limited:


Name	Principal Occupation or Employment	Business Address	Citizenship

James O. Bourdeau	Executive Vice President, Chief Legal Officer and Secretary of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Oksana S. Dominach	Senior Vice President of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

James A. Sabia, Jr.	Executive Vice President and President, Beer Division of Constellation Brands, Inc.	131 S. Dearborn Street, Chicago, Illinois 60603	US

Executive Officers of Constellation Brands, Inc.:


Name	Position	Business Address	Citizenship
William A. Newlands	President and Chief Executive Officer	131 S. Dearborn Street, Chicago, Illinois 60603	US

James O. Bourdeau	Executive Vice President, Chief Legal Officer and Secretary	207 High Point Drive, Building 100, Victor, New York 14564	US

K. Kristann Carey	Executive Vice President and Chief Human Resources Officer	131 S. Dearborn Street, Chicago, Illinois 60603	US

Samuel J. Glaetzer	Executive Vice President and President, Wine and Spirits Division	101 Mission Street, San Francisco, California 94105	US

Garth Hankinson	Executive Vice President and Chief Financial Officer	207 High Point Drive, Building 100, Victor, New York 14564	US

Michael McGrew	Executive Vice President and Chief Communications, Strategy, ESG and Diversity Officer	131 S. Dearborn Street, Chicago, Illinois 60603	US

Mallika Monteiro	Executive Vice President and Chief Growth and Digital Officer and Managing Director, Beer Brands	131 S. Dearborn Street, Chicago, Illinois 60603	US

James A. Sabia, Jr.	Executive Vice President and President, Beer Division	131 S. Dearborn Street, Chicago, Illinois 60603	US

Directors of Constellation Brands, Inc.:


Name	Principal Occupation or Employment	Business Address	Citizenship
Christopher J. Baldwin	Managing Partner, CVC Advisors (U.S.) Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Christy Clark	Senior Advisor, Bennett Jones LLP	207 High Point Drive, Building 100, Victor, New York 14564	Canada

Jennifer M. Daniels	Chief Legal Officer and Secretary of Colgate-Palmolive Company	207 High Point Drive, Building 100, Victor, New York 14564	US

Nicholas I. Fink	Chief Executive Officer of Fortune Brands Innovations, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

William T. Giles	Former Chief Financial Officer and Executive Vice President of AutoZone, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Ernesto M. Hernández	Former President and Managing Director of General Motors de Mexico, S. de R.L. de C.V.	207 High Point Drive, Building 100, Victor, New York 14564	Mexico

José Manuel Madero Garza	Independent Business Consultant and Former Chief Executive Officer of Grupo Bepensa; Interim Chair of the Board of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	Mexico

Daniel J. McCarthy	Former President and Chief Executive Officer of Frontier Communications Corporation	207 High Point Drive, Building 100, Victor, New York 14564	US

William A. Newlands	President and Chief Executive Officer of Constellation Brands, Inc.	131 S. Dearborn Street, Chicago, Illinois 60603	US

Richard Sands	Non-Management Director of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Robert Sands	Non-Management Director of Constellation Brands, Inc.	207 High Point Drive, Building 100, Victor, New York 14564	US

Judy A. Schmeling	Former Chief Operating Officer of HSN, Inc., and former President of HSN’s Cornerstone Brands	207 High Point Drive, Building 100, Victor, New York 14564	US

Luca Zaramella	Executive Vice President, Chief Financial Officer of Mondelēz International	207 High Point Drive, Building 100, Victor, New York 14564	Italy

EX-99.1 2 d823440dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

NOTICE OF CONVERSION OF COMMON SHARES


TO:		ODYSSEY TRUST COMPANY (the “Transfer Agent”)
		702 – 67 Yonge Street Toronto, Ontario M5E 1J8

CC:		CANOPY GROWTH CORPORATION (the “Corporation”)
		1 Hershey Drive
		Smiths Falls, Ontario K7A 0A8 Email: contracts@canopygrowth.com

The undersigned hereby gives notice to the Transfer Agent of such person’s desire to convert the 6,699,925 common shares in the capital of the Corporation (“Common Shares”) registered in such person’s name into non-voting exchangeable shares in the capital of the Corporation (“Exchangeable Shares”) in accordance with the provisions attaching to the Common Shares and tenders herewith such Common Shares.

The undersigned acknowledges that before transferring the Exchangeable Shares, the undersigned shall be required to certify to the Corporation that the undersigned reasonably believes that the transfer is occurring in compliance with the Canadian take-over bid requirements as though the Exchangeable Shares were voting securities or equity securities of the Corporation in the form attached hereto as Schedule “A”.

The undersigned hereby acknowledges that the undersigned is aware that the Exchangeable Shares received on conversion may be subject to restrictions on resale under applicable securities legislation.

The undersigned hereby irrevocably directs that any said Exchangeable Shares be issued, registered and delivered as follows:

Name(s) in Full

Address(es)

Number

Greenstar Canada Investment

Limited Partnership

Bentall Four, 1055 Dunsmuir St

Suite 3000, Vancouver, BC V7X 1K8

6,699,925

Please print full name in which the Exchangeable Shares are to be issued.

DATED as of the 18^th day of April, 2024.


GREENSTAR CANADA INVESTMENT LIMITED PARTNERSHIP, by its general partner, GREENSTAR CANADA INVESTMENT CORPORATION

By:		/s/ Kenneth Metz
		Name: Kenneth Metz
		Title: President

EX-99.2 3 d823440dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

NOTICE OF CONVERSION OF COMMON SHARES


TO:		ODYSSEY TRUST COMPANY (the “Transfer Agent”)
		702 – 67 Yonge Street Toronto, Ontario M5E 1J8

CC:		CANOPY GROWTH CORPORATION (the “Corporation”)
		1 Hershey Drive
		Smiths Falls, Ontario K7A 0A8 Email: contracts@canopygrowth.com

The undersigned hereby gives notice to the Transfer Agent of such person’s desire to convert the 10,450,000 common shares in the capital of the Corporation (“Common Shares”) registered in such person’s name into non-voting exchangeable shares in the capital of the Corporation (“Exchangeable Shares”) in accordance with the provisions attaching to the Common Shares and tenders herewith such Common Shares.

The undersigned hereby acknowledges that the undersigned is aware that the Exchangeable Shares received on conversion may be subject to restrictions on resale under applicable securities legislation.

The undersigned hereby irrevocably directs that any said Exchangeable Shares be issued, registered and delivered as follows:

Name(s) in Full

Address(es)

Number

CBG Holdings LLC

207 High Point Drive, Bldg 100,

Victor, NY 14564

10,450,000

Please print full name in which the Exchangeable Shares are to be issued.

DATED as of the 18^th day of April, 2024.


CBG HOLDINGS LLC

By:		/s/ Kenneth Metz
		Name: Kenneth Metz
		Title: President

EX-99.3 4 d823440dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

CANOPY GROWTH CORPORATION

Exchange Agreement

April 18, 2024

Table of Contents


		Page

Section 1.	DEFINITIONS		1

Section 2.	RULES OF CONSTRUCTION		2

Section 3.	THE EXCHANGE		3
(a)	Generally		3
(b)	Closing		3

Section 4.	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY		4
(a)	Due Formation, Valid Existence and Good Standing; Power to Perform Obligations		4
(b)	Securities Act Matters		4
(c)	Non-Contravention		4
(d)	No Consents		4
(e)	Authorization, Execution, Delivery and Enforceability of This Exchange Agreement		4
(f)	Investment Company Act		4
(g)	Accuracy of Filings		5
(h)	Additional Documentation		5

Section 5.	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR		5
(a)	Power to Perform Obligations and Bind Accounts; Survival of Authority		5
(b)	Ownership of Promissory Note		5
(c)	Securities Law Matters		5
(d)	Passage of Good Title; No Liens		6
(e)	Non-Contravention		6
(f)	Jurisdiction of Residence		6
(g)	Compliance with Certain Laws; No Consents		6
(h)	Acknowledgement of Risks; Investment Sophistication		7
(i)	No View to Distribution; No Registration		7
(j)	Information Provided		7
(k)	No Investment, Tax or Other Advice		7
(l)	Investment Decision Matters		7
(m)	Due Diligence		8
(n)	No Regulatory Agency Recommendation or Approval		8
(o)	Qualified Institutional Buyer Status		8
(p)	Mutual Negotiation		8
(q)	Additional Documentation		8

Section 6.	TAX MATTERS		8
(a)	U.S. Persons		8
(b)	Withholding Tax		9

Section 7.	MISCELLANEOUS		9
(a)	Waiver; Amendment		9
(b)	Assignability		9

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(c)	Further Instruments and Acts	9
(d)	Waiver of Jury Trial	9
(e)	Governing Law	9
(f)	Section and Other Headings	10
(g)	Counterparts	10
(h)	Notices	10
(i)	Binding Effect	10
(j)	Notification of Changes	10
(k)	Severability	10
(l)	Entire Agreement	10

Exhibits


Exhibit A: Investor Information			B-1
Exhibit B: Tax Matters			B-1

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Exchange Agreement

EXCHANGE AGREEMENT, dated as of April 18, 2024 between CANOPY GROWTH CORPORATION, a corporation organized and existing under the Canada Business Corporations Act (the “Company”), and GREENSTAR CANADA INVESTMENT LIMITED PARTNERSHIP, a partnership formed and existing under the law of the Province of British Columbia (the “Investor”).

WHEREAS, the Company and the Investor desire to engage in the Exchange (as defined below) on the terms set forth in this Exchange Agreement.

THEREFORE, the Company and the Investor agree as follows.

Section 1. DEFINITIONS.

“Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

“Canadian Public Disclosure Record” means all documents filed with the Canadian securities regulatory authorities on SEDAR+ under the Company’s profile since January 1, 2024.

“Closing” has the meaning set forth in Section 3(b)(i).

“Closing Date” means the date of execution of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Shares” means the Common Shares in the capital of the Company.

“Company” has the meaning set forth in the first paragraph of this Exchange Agreement.

“Covered SEC Filings” means each of the following documents, in the form they were filed with the SEC and including any amendments thereto filed with the SEC: (a) the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023; (b) those portions of the Company’s 2023 Proxy Statement on Schedule 14A that are incorporated by reference into the Company’s Annual Report for the fiscal year ended March 31, 2023; and (c) the Company’s Current Reports on Form 8-K (excluding any Current Reports or portions thereof that are furnished, and not filed, pursuant to Item 2.02 or Item 7.01 of Form 8-K) and Quarterly Reports on Form 10-Q, in each case, filed with the SEC after March 31, 2023.

“Exchange” has the meaning set forth in Section 3(a).

“Exchange Shares” means the 9,111,549 Exchangeable Shares issuable to the Investor in the Exchange.

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“Exchangeable Shares” means the exchangeable shares in the capital of the Company.

“IRS” means the Internal Revenue Service.

“Liens” has the meaning set forth in Section 5(b).

“Promissory Note” means the promissory note dated April 14, 2023 with a principal amount of C$100,000,000 issued by the Company in favour of the Investor, together with accrued but unpaid interest to but excluding the Closing Date of C$4,297,222.22.

“SEC” means the U.S. Securities and Exchange Commission.

“SEDAR+” means the System for Electronic Document Analysis and Retrieval +.

“Securities Act” means the Securities Act of 1933, as amended.

“Taxes” has the meaning set forth in Section 6(b).

“Transfer Agent” means Odyssey Trust Company.

“TSX” means the Toronto Stock Exchange.

Section 2. RULES OF CONSTRUCTION. For purposes of this Exchange Agreement:

(a) “or” is not exclusive;

(b) “including” means “including without limitation”;

(d) words in the singular include the plural and in the plural include the singular, unless the context requires otherwise;

(e) “herein,” “hereof” and other words of similar import refer to this Exchange Agreement as a whole and not to any particular Section or other subdivision of this Exchange Agreement, unless the context requires otherwise;

(f) references to currency and to “$” mean the lawful currency of the United States of America, and references to “C$” mean the lawful currency of Canada, unless the context requires otherwise; and

(g) the exhibits to this Exchange Agreement are deemed to form part of this Exchange Agreement.

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Section 3. THE EXCHANGE.

(a) Generally. Subject to the other terms of this Exchange Agreement, the Investor agrees, on the Closing Date, to exchange (the “Exchange”), with the Company the aggregate principal amount of the Promissory Note for the Exchange Shares, deliverable on the Closing Date. All accrued but unpaid interest owing under the Promissory note, together with the remaining principal amount of the Promissory Note following the Exchange shall be cancelled and forgiven for no additional consideration. The Investor and the Company, each of which is dealing at arm’s length and acting in their own self-interest, agree that the value of the Exchange Shares has been determined using the closing price of the Common Shares on the TSX on April 17, 2024, which closing price the parties acknowledge and agree is and is representative of, the fair market value of each Exchange Share and that the fair market value of the Exchange Shares issued pursuant to this Exchange Agreement shall be determined by multiplying the fair market value of an Exchange Share by the number of the Exchange Shares issued in connection with this Exchange Agreement.

(b) Closing.

(i) Closing; Location. The Exchange will be settled as follows: on the Closing Date, the Investor will deliver the Promissory Note to the Company and the Company will deliver the Exchange Shares to the Investor (the “Closing”). Closing will take place electronically at 8:00 a.m., Toronto time, on the Closing Date.

(ii) Conveyance of Title; Release of Claims. Subject to the other terms and conditions of this Exchange Agreement, at the Closing, subject to satisfaction of the terms and conditions of this Exchange Agreement, the Investor hereby agrees to sell, assign and transfer to, or upon the order of, the Company, all right, title and interest in the Promissory Note, and effective as of the Closing, waives any and all other rights with respect to the Promissory Note and releases and discharges the Company from any and all claims, whether now known or unknown, the Investor may now have, or may have in the future, arising out of, or related to, the Promissory Note, including any claims arising from any existing or past defaults under the Promissory Note, or any claims that the Investor is entitled to receive additional, special or default interest with respect to the Promissory Note, provided that, for certainty, the provisions of this Section 3(b)(ii) shall not affect the rights, entitlements, claims or other benefits the Investor may have if the Closing does not occur in the manner contemplated by this Exchange Agreement. The Investor agrees that the Investor shall not take any steps to enforce any of its rights with respect to the Promissory Note on or after the Closing Date other than its right to receive the Exchange Shares pursuant to this Exchange Agreement.

(1) Delivery of Exchange Shares. On the Closing Date, the Company will issue the Exchange Shares to the Investor, which shall be evidenced by a direct registration system advice statement, registered in the name of the Investor as set forth in Exhibit A to this Exchange Agreement. The Company will cause the Transfer Agent to deliver to the Investor the direct registration system advice statement evidencing the Exchange Shares.

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Section 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. The Company represents and warrants to the Investor and covenants that:

(a) Due Formation, Valid Existence and Good Standing; Power to Perform Obligations. The Company is duly formed, validly existing and in good standing under the Canada Business Corporations Act, with full power and authority to conduct its business as it is currently being conducted and to own its assets. The Company has full power and authority to consummate the Exchange and to enter into this Exchange Agreement and perform all of its obligations hereunder.

(b) Securities Act Matters. The repurchase of the Promissory Note pursuant to this Exchange Agreement is not prohibited by applicable Canadian securities laws.

(c) Non-Contravention. The Exchange and the other transactions contemplated hereby to be performed by the Company will not (i) contravene any law, rule or regulation binding on the Company or any subsidiary thereof or any judgment or order of any court or arbitrator or governmental or regulatory authority applicable to the Company or any such subsidiary; (ii) constitute a breach or violation or result in a default under any loan agreement, mortgage, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it is bound; or (iii) constitute a breach or violation or result in a default under the organizational documents of the Company or any subsidiary thereof, except, in the case of clauses (i) and (ii) above, for such contraventions, conflicts, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, properties, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Exchange Agreement.

(d) No Consents. Other than approval of the TSX for the listing of the Common Shares underlying the Exchange Shares, no consent, approval, authorization, order, license, registration or qualification of or with any court or governmental or regulatory authority or of the shareholders of the Company is required for the execution, delivery and performance by the Company of its obligations under this Exchange Agreement and the consummation of the transactions contemplated by this Exchange Agreement, except such as have been obtained or made (or will, at the Closing, have been obtained or made) by the Company.

(e) Authorization, Execution, Delivery and Enforceability of This Exchange Agreement. This Exchange Agreement has each been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable by the Investor in accordance with its terms.

(f) Investment Company Act. The Company is not and, after giving effect to the transactions contemplated by this Exchange Agreement, will not be required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.

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(g) Accuracy of Filings. The Covered SEC Filings, taken as a whole, do not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents filed and comprising the Canadiain Public Disclosure Record did not at the time of filing and do not contain a misrepresentation (within the meaning of applicable Canadian securities laws).

(h) Additional Documentation. The Company will, upon request, execute and deliver, for itself, any additional documents that the Investor may reasonably request to complete the Exchange.

Section 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR. The Investor represents and warrants to the Company and covenants that:

(a) Power to Perform Obligations and Bind Accounts; Survival of Authority. The Investor has full power and authority to exchange, sell, assign and transfer the Promissory Note to be exchanged pursuant to, and to enter into, this Exchange Agreement and perform all obligations required to be performed by the Investor under this Exchange Agreement.

(b) Ownership of Promissory Note. The Investor is and, immediately before the Closing, will be the beneficial owner of the Promissory Note.

(c) Securities Law Matters. The Investor did not acquire the Promissory Note, after the original issue date of the Promissory Note, from the Company or any “affiliate” (within the meaning of Rule 144(a) under the Securities Act) of the Company. The Investor acknowledges that the Exchange Shares shall have attached to them legends setting out resale restrictions under applicable securities Laws substantially in the following form (and with the necessary information inserted):

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE WHICH IS FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE WILL BE INSERTED].”

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND, IF REQUIRED BY THE COMPANY’S TRANSFER AGENT, THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AND/OR ITS TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND

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SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AND/OR ITS TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.”

The Investor acknowledges that the ability to transfer the Exchange Shares is limited by, among other things, applicable Canadian and U.S. securities laws. The Exchangeable Shares are not listed or posted for trading on any securities exchange, and, therefore, the Exchange Shares cannot be traded through the facilities of the TSX or Nasdaq. In addition, absent an exemption from the prospectus requirement under applicable Canadian securities laws and the registration requirements under applicable U.S. federal securities laws, the Exchange Shares cannot be traded since the Exchangeable Shares are not freely transferable in Canada or the United States. In addition, certain of such exemptions under Canadian law require the Investor to have held the Exchange Shares for four months and a day. The Investor agrees that compliance with the Securities Act and applicable Canadian securities laws in respect of any sale or transfer of Exchange Shares is the exclusive responsibility of the Investor.

(d) Passage of Good Title; No Liens. The Investor is the beneficial owner of the Promissory Note with good, marketable and unencumbered title to the Promissory Note, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”). When the Promissory Note is exchanged pursuant to this Exchange Agreement, the Company will acquire good, marketable and unencumbered title to the Promissory Note, free and clear of any Liens arising as a result of the holding by the Investor.

(e) Non-Contravention. The Exchange and the other transactions contemplated hereby to be performed by the Investor will not (i) contravene any law, rule or regulation binding on the Investor or any investment guideline or restriction applicable to the Investor (provided that the Investor does not make any representations regarding the application of applicable securities laws); or (ii) constitute a breach or violation or result in a default under the organizational documents of the Investor or any material loan agreement, mortgage, lease or other agreement or instrument to which the Investor is a party or by which it is bound.

(f) Jurisdiction of Residence. The Investor is a resident of the jurisdiction set forth on Exhibit A attached to the Exchange Agreement.

(g) Compliance with Certain Laws; No Consents. The Investor will be responsible for compliance with all applicable laws and regulations in effect in any jurisdiction in which the Investor acquires the Exchange Shares and will obtain any consent, approval or permission required for such purchases, acquisitions or sales under the laws and regulations of any jurisdiction to which the Investor is subject or in which the Investor acquires the Exchange Shares, provided that the Investor makes no representations regarding the application of or compliance with applicable securities laws.

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(h) Acknowledgement of Risks; Investment Sophistication.The Investor understands and accepts that the Exchang Shares involve risks. The Investor has such knowledge, skill and experience in business, financial and investment matters that such person is capable of evaluating the merits and risks of the Exchange and an investment in the Exchangeable Shares. With the assistance of the Investor’s own professsional advisors, to the extent that the Investor has deemed appropriate, the Investor has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Exchange Shares and the consequences of the Exchange and this Exchange Agreement. The Investor has considered the suitability of the Exchang Shares as an investment in light of its own circumstances and financial condition, and the Investor is able to bear the risks associated with an investment in the Exchange Shares.

(i) No View to Distribution; No Registration.The Investor is acquiring the Exchange Shares solely for the Investor’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Exchange Shares in violation of the Securities Act. The Investor understands that the offer and sale of the Exchange Shares have not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof that depend in part upon the investment intent of the Investor and the accuracy of the other representations made by the Investor in this Exchange Agreement.

(j) Information Provided. The Investor acknowledges that no person has been authorized to give any information or to make any representation concerning the Company or the Exchange other than as contained in this Exchange Agreement. The Company takes no responsibility for, and provides no assurance as to the reliability of, any other information that others may provide to the Investor.

(k) No Investment, Tax or Other Advice. The Investor confirms that it is not relying on any statement (written or oral), representation or warranty made by, or on behalf of, the Company or any of its affiliates as investment, tax or other advice or as a recommendation to participate in the Exchange and receive the Exchange Shares in exchange for the Promissory Note. Neither the Company nor any of its affiliates is acting or has acted as an advisor to the Investor in deciding whether to participate in the Exchange and to exchange the Promissory Note for the Exchange Shares.

(l) Investment Decision Matters. The Investor confirms that neither the Company, nor any of its affiliates have (i) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Exchange Shares; or (ii) made any representation to the Investor regarding merits of an investment in the Exchange Shares. In deciding to participate in the Exchange, other than the representations and warranties contained herein, the Investor is not relying on the advice or recommendations of the Company, or its affiliates, and has made its own independent decision that the terms of the Exchange and the investment in the Exchange Shares are suitable and appropriate for it.

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(m) Due Diligence. The Investor is familiar with the business and financial condition and operations of the Company and has had the opportunity to conduct its own investigation of the Company and the Exchange Shares. The Investor has had access to and reviewed such information concerning the Company and the Exchange Shares it deems necessary to enable it to make an informed investment decision concerning the Exchange. The Investor has been offered the opportunity to ask questions of the Company and received answers thereto, as it deems necessary to enable it to make an informed investment decision concerning the Exchange.

(n) No Regulatory Agency Recommendation or Approval. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in the Exchange Shares or made any recommendation or endorsement, or made any finding or determination concerning the fairness or advisability, of such investment or the consequences of the Exchange and this Exchange Agreement.

(o) Qualified Institutional Buyer Status. The Investor is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act and an ‘accredited investor’ as such term is defined in Rule 501(a) promulgated under the Securities Act. The Investor agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the Exchange.

(p) Mutual Negotiation. The Investor acknowledges that the terms of the Exchange have been mutually negotiated between the Investor and the Company. The Investor was given a meaningful opportunity to negotiate the terms of the Exchange. The Investor had a sufficient amount of time to consider whether to participate in the Exchange, and neither the Company nor any of its affiliates or agents, has placed any pressure on the Investor to respond to the opportunity to participate in the Exchange.

(q) Additional Documentation. The Investor will, upon request, execute and deliver any additional documents that the Company may reasonably request to complete the Exchange.

Section 6. TAX MATTERS.

(a) U.S. Persons. The Investor acknowledges that, if it is a United States person for U.S. federal income tax purposes, the Company must be provided with a correct taxpayer identification number (generally, a person’s social security or federal employer identification number) and certain other information on a properly completed and executed IRS Form W-9, which is provided herein on Exhibit B attached to this Exchange Agreement. The Investor further acknowledges that, if it is not a United States person for U.S. federal income tax purposes, the Company must be provided with the appropriate properly completed and executed IRS Form W-8, attesting to its foreign status and certain other information, including information establishing an exemption from withholding under Sections 1471 through 1474 of the Code. The Investor further acknowledges that it may be subject to 30% U.S. federal withholding or 24% U.S. federal backup withholding on certain payments or deliveries made to it unless it properly establishes an exemption from, or a reduced rate of, such withholding or backup withholding. Without limiting the generality of the foregoing, the Investor hereby represents that it is able to receive any Exchange Shares hereunder (including any amounts attributable to accrued and unpaid interest) without any U.S. withholding tax and is entitled to provide U.S. tax forms and required attachments indicating the same (including, where relevant, any certifications indicating that the Investor fulfills the requirements of “portfolio interest exemption” as indicated in Exhibit B) and agrees to hold the Company and its agents harmless for the breach of such representation.

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[Intentionally deleted]

(b) Withholding Tax. The Company and the Investor acknowledge that all payments or deliveries in connection with the Exchange made by or on behalf of the Company under or with respect to the Exchange Shares are required to be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter referred to as “Taxes”) imposed or levied by or on behalf of the government of Canada, any province or territory of Canada or any political subdivision or any authority or agency therein or thereof having power to tax, unless such person is required to withhold or deduct Taxes by applicable law or by the interpretation or administration thereof. If any Taxes are required by applicable law to be deducted and withheld in connection with the Exchange Shares hereunder, the Company shall within the time period for payment required by applicable law, pay to the appropriate governmental body the full amount of such Taxes, and make such reports and filings in connection therewith in the manner required. Where the Company deducts or withholds any amount of Taxes required to be deducted and withheld as contemplated herein, the Company shall be considered for all purposes hereof to have satisfied its obligation to make such amount of the payment and the amount so deducted or withheld shall be deemed to have been paid (or issued) to the Investor hereunder, provided that the Company complies with its obligations to pay such amount to the applicable government authority within the time required.

Section 7. MISCELLANEOUS.

(a) Waiver; Amendment. Neither this Exchange Agreement nor any provisions hereof may be modified, changed, discharged or terminated except by an instrument in writing, signed by the party against whom any waiver, change, discharge or termination is sought.

(b) Assignability. Neither this Exchange Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof will be assignable by either the Company, on the one hand, or the Investor, on the other hand, without the prior written consent of the other party.

(c) Further Instruments and Acts. Each of the parties to this Exchange Agreement agrees to execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to more effectively carry out the purposes of this Exchange Agreement.

(d) Waiver of Jury Trial. EACH OF THE COMPANY AND THE INVESTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS EXCHANGE AGREEMENT.

(e) Governing Law. This Exchange Agreement will be governed by and construed in accordance with the internal laws of the Province of Ontario.

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(f) Section and Other Headings. The section and other headings contained in this Exchange Agreement are for reference purposes only and will not affect the meaning or interpretation of this Exchange Agreement.

(g) Counterparts. This Exchange Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed to be an original and all of which together will be deemed to be one and the same agreement. Delivery of an executed signature page to this Exchange Agreement by electronic transmission (including pdf format) will be effective as delivery of a manually executed counterpart hereof.

(h) Notices. All notices and other communications to the Company provided for herein will be in writing and will be deemed to have been duly given if delivered personally or sent by nationally recognized overnight courier service or by registered or certified mail, return receipt requested, postage prepaid to the following addresses (or such other address as either party may have hereafter specified by notice in writing to the other): (i) if to the Company, Canopy Growth Corporation, 1 Hershey Drive, Smiths Falls, Ontario K7A 0A8, Canada, Attention: Chief Legal Officer; and (ii) if to the Investor, the address provided on the signature page below.

(i) Binding Effect. The provisions of this Exchange Agreement will be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

(j) Notification of Changes. The Company and the Investor hereby covenants and agrees to notify the other party upon the occurrence of any event prior to Closing that would cause any representation, warranty, or covenant given by the notifying party contained in this Exchange Agreement to be false or incorrect.

(k) Severability. If any term or provision of this Exchange Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Exchange Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(l) Entire Agreement. This Exchange Agreement, including all exhibits hereto, constitutes the entire agreement of the parties hereto with respect to the specific subject matter covered hereby, and supersedes in their entirety all other agreements or understandings between or among the parties with respect to such specific subject matter.

[The Remainder of This Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, the parties to this Exchange Agreement have caused this Exchange Agreement to be duly executed as of the date first written above.


	Investor:

	GREENSTAR CANADA INVESTMENT LIMITED PARTNERSHIP, by its general partner, GREENSTAR CANADA INVESTMENT CORPORATION
	Legal Name

	By:	/s/ Kenneth W. Metz
		Name: Kenneth W. Metz
		Title: President

Investor Address:	Taxpayer Identification Number:

200-150 King Street West

Toronto, ON M5H 1J9	Telephone Number:

	585.678.1000

Country (and, if applicable, State) of Residence:

Ontario, Canada

[Signature Page to Exchange Agreement]


CANOPY GROWTH CORPORATION

By:		/s/ Christelle Gedeon
Name:		Christell Gedeon
Title:		Chief Legal Officer

[Signature Page to Exchange Agreement]

EXHIBIT A

Investor Information

(Complete the Following Form for the Investor)



Legal Name of Exchanging Holder:		Greenstar Canada Investment Limited Partnership

Aggregate principal amount of

Promissory Note to be exchanged:		C$100,000,000

Exchanging Holder’s Address:		Bentall Four, 1055 Dunsmuir St Suite 3000


		Vancouver, BC V7X 1K8

Telephone:

Country (and, if applicable, State) of Residence:		Canada

Taxpayer Identification Number:

Registration Details: Same as existing registration information.

Registration Name:

Registration Address:

Delivery Address (if different than Registration Address):

EXHIBIT B

Tax Matters

Backup Withholding Tax

Under U.S. federal income tax law, an Investor who exchanges the Promissory Note for the Exchange Shares generally must provide such Investor’s correct taxpayer identification number (“TIN”) on IRS Form W-9 (attached hereto) or otherwise establish a basis for exemption from backup withholding. A TIN is generally an individual holder’s social security number or an Investor’s employer identification number. If the correct TIN is not provided, the Investor may be subject to a $50 penalty imposed by the IRS. In addition, certain payments made to holders may be subject to U.S. backup withholding tax (currently set at 24% of the payment). If an Investor is required to provide a TIN but does not have the TIN, the Investor should consult its tax advisor regarding how to obtain a TIN. Certain holders are not subject to these backup withholding and reporting requirements. Non-U.S. Holders generally may establish their status as exempt recipients from backup withholding by submitting a properly completed applicable IRS Form W-8 (available from the Company or the IRS at www.irs.gov), signed, under penalties of perjury, attesting to such Investor’s exempt foreign status. U.S. backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is timely furnished to the IRS. Investors are urged to consult their tax advisors regarding how to complete the appropriate forms and to determine whether they are exempt from backup withholding or other withholding taxes.

B-1

Portfolio Interest Exemption (for Investors That Are Not U.S. Persons for U.S. Federal Income Tax Purposes)

Under U.S. federal income tax law, an Investor that exchanges the Promissory Note for the Exchange Shares and is otherwise not eligible to provide an IRS Form W-9 must claim an exemption from U.S. withholding tax on payments or deliveries attributable to accrued and unpaid interest. Any Investor that claims such an exemption under the so-called “portfolio interest exemption” is hereby deemed to represent and certify (along with the providing the applicable IRS Form W-8BEN or W-8BEN-E). However, if the Investor is an intermediary, a foreign partnership or other flow-through entity, then the following adjustments will be made:

The following representation will be provided as applied to the Investor:

•

record ownership under Clause I.

The following representations will be provided as applied to the partners, members or beneficial owners claiming the portfolio interest exemption:

•

beneficial ownership under Clause I,

•

the status in Clause III, and

•

the status in Clause IV.

The following representation will be provided as applied to the Investor as well as the partners, members:

It is the sole record and beneficial owner of the Promissory Note in respect of which it is providing this certification.

II.

It is not a “bank” (within the meaning of Section 881(c)(3)(A) of the Code).

III.

It is not a “10-percent shareholder” of the Company (within the meaning of Section 881(c)(3)(B) or Section 871(h)(3)(B) of the Code).

IV.

It is not a “controlled foreign corporation” (as such term is defined in Section 881(c)(3)(C) of the Code) related to the Company (within the meaning of Section 864(d)(4) of the Code).

B-2

EX-99.4 5 d823440dex994.htm EX-99.4 EX-99.4

EXHIBIT 99.4

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Amendment to Schedule 13D, including amendments thereto, with respect to the shares of Common Shares, no par value, of Canopy Growth Corporation and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing; provided, however, that no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the persons named below have executed this Joint Filing Agreement as of the date set forth below.


Dated: April 19, 2024	CBG Holdings LLC

	By:	/s/ Kenneth W. Metz
	Name:	Kenneth W. Metz
	Title:	President

	Greenstar II LLC

	By:	/s/ Oksana S. Dominach
	Name:	Oksana S. Dominach
	Title:	Vice President and Treasurer

	Greenstar II Holdings LLC

	By:	/s/ Oksana S. Dominach
	Name:	Oksana S. Dominach
	Title:	Vice President and Treasurer

	Greenstar Canada Investment Limited Partnership
	By:	Greenstar Canada Investment Corporation, its
		general partner

	By:	/s/ Kenneth W. Metz
	Name:	Kenneth W. Metz
	Title:	President

	Greenstar Canada Investment Corporation

	By:	/s/ Kenneth W. Metz
	Name:	Kenneth W. Metz
	Title:	President

	Constellation Brands Canada Holdings ULC

	By:	/s/ Kenneth W. Metz
	Name:	Kenneth W. Metz
	Title:	President


				Constellation Capital LLC

				By:		/s/ Oksana S. Dominach
				Name:		Oksana S. Dominach
				Title:		Vice President and Treasurer

				Constellation International Holdings Limited

				By:		/s/ Oksana S. Dominach
				Name:		Oksana S. Dominach
				Title:		Vice President and Treasurer

				Constellation Brands, Inc.

				By:		/s/ James O. Bourdeau
				Name:		James O. Bourdeau
				Title:		Executive Vice President, Chief Legal Officer and Secretary