KushCo Holdings, Inc. (KSHB)

Compass Diversified Announces Pricing of a Private Offering of $1 Billion of 5.250% Senior Unsecured Notes Due 2029

WESTPORT, Conn., March 03, 2021 (GLOBE NEWSWIRE) -- Compass Diversified (NYSE: CODI) (“CODI”), a Delaware statutory trust and the sole owner of 100% of the trust interests in Compass Group Diversified Holdings, LLC (the “Company”), and the Company announced today that the Company has priced $1 billion in aggregate principal amount of 5.250% senior unsecured notes due 2029 (the "Notes") at an issue price of 100% in a previously announced private offering. The Notes will be the Company’s senior unsecured obligations and will not be guaranteed by any of the Company’s subsidiaries. The Company intends to use the net proceeds of the Notes offering to repay debt under the Company’s existing credit facilities and to redeem the Company’s 8.000% Senior Notes due 2026. The offering is currently expected to close on March 23, 2021, subject to customary conditions. The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered only to qualified institutional buyers in accordance with Rule 144A and to non-U.S. Persons under Regulation S under the Securities Act. This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor will there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act. Forward Looking Statements This press release may contain certain forward-looking statements, including statements with regard to the future performance of CODI and the Notes offering. Words such as "believes," "expects," "projects," and "future" or similar expressions, are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the risk factor discussion in the Form 10-K filed by CODI with the SEC for the year ended December 31, 2020 and other filings with the SEC. Except as required by law, CODI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investor Relations:Media Contact:The IGB GroupJoele Frank, Wilkinson Brimmer KatcherLeon BermanJon Keehner / Kate Thompson / Lyle Weston212-477-8438212-355-4449lberman@igbir.com

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Terra Tech Corp. Executes Agreement to Acquire Unrivaled

Transaction Brings Vertical Integration, Geographic Expansion to One of the Largest Cannabis Distribution Networks on the West CoastIRVINE, Calif., March 03, 2021 (GLOBE NEWSWIRE) -- Terra Tech Corp. (OTCQX:TRTC) ("Terra Tech" or the "Company") today announced that the Company has executed an agreement to acquire UMBRLA, Inc., which has recently rebranded as Unrivaled (“Unrivaled”), subject to certain closing conditions as set forth in the Company’s Current Report on Form 8-K filed this morning, in an all-stock transaction. Unrivaled is a swiftly growing and well-run diversified cannabis company comprised of several highly recognized cannabis brands complemented by distribution, manufacturing and dispensary operations. Unrivaled brands include Korova, a top ten cannabis brand in California, among a strong portfolio across categories and price points. Unrivaled operates manufacturing and distribution operations in both California and Oregon and dispensaries in California. Unrivaled owns and manages one of the largest distribution networks on the west coast with over 700 in-network dispensaries throughout Oregon and California, into which Unrivaled sells both its own brands and third-party brands across all major categories: flower products, vape cartridges, extracts, and edibles. Through licensing agreements, select Unrivaled brands are also sold in over 200 dispensaries throughout Arizona and Oklahoma. Following the merger, Terra Tech expects to continue its licensing expansion of the Korova brand and integrate the Unrivaled portfolio into its existing operations in California and Nevada. Terra Tech's CEO, Frank Knuettel II, stated, "We are very pleased to have entered into this mutually beneficial transaction which leads to immediate scale, driven by strong brands and revenue growth. Unrivaled has grown markedly since inception, led by a strong management team, including Dallas Imbimbo, co-founder of KushCo Holdings, Inc. (OTCQX: KSHB) and Unrivaled. We intend to integrate Unrivaled’s management team into Terra Tech, whose robust leadership is capable of executing on high revenue growth and additional accretive acquisitions.” Knuettel continued, “Following the restructuring of our balance sheet and bringing in new capital in January, this is the first of our anticipated strategic acquisitions building on the foundation formed by my predecessors. Our short-term goal is to become the premier West Coast and Southwest operator of cannabis assets with a focus on brands and dispensaries. Based on our growth trajectories and new operations coming online during 2021, we believe that the combined companies will generate revenues in excess of $70 million in 2021.” Said Unrivaled CEO Dallas Imbimbo, “Over the last two years Unrivaled has brought together some of the most well-respected brands in cannabis with Korova, LTRMN, Sticks, Cabana and The Spot. Terra Tech’s retail and cultivation assets perfectly complement Unrivaled’s modern brand portfolio, sophisticated R&D and state-of-the-art tech stack. Our mission continues to become the leading-edge global cannabis operator, and this merger will accelerate that path significantly. We would like to give a huge thank you to the Unrivaled team for their dedication and relentless pursuit of our goals.” Securities DisclosureThis press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of the Company's securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About Terra TechTerra Tech is a vertically integrated company focused on the cannabis sector with operations in California and Nevada. In California, Terra Tech operates two dispensaries and a cultivation facility and has two additional cultivation facilities and a dispensary under development. In Nevada, by way of a joint ventures, Terra Tech operates a cultivation and manufacturing facility. About UnrivaledUnrivaled is a leading cannabis multi-state operator, and the parent company of multiple dominant cannabis lifestyle brands spanning consumer products, distribution and retail. Our brands lead in their respective categories and markets by a focus on customer experience, product innovation, and organic brand building. Unrivaled actively operates in California and Oregon and also licenses brands in Arizona, and Oklahoma, two early-stage markets. Unrivaled brands are among the most recognizable in the industry and include Korova, Sticks, Cabana, Beaucoup and The Spot. Cautionary Language Concerning Forward-Looking StatementsCertain statements contained in this communication regarding matters that are not historical facts, are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These include statements regarding management's intentions, plans, beliefs, expectations, or forecasts for the future, and, therefore, you are cautioned not to place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Terra Tech undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. We use words such as "anticipates," "believes," "plans," "expects," "projects," "future," "intends," "may," "will," "should," "could," "estimates," "predicts," "potential," "continue," "guidance," and similar expressions to identify these forward-looking statements that are intended to be covered by the safe-harbor provisions of the PSLRA. Such forward-looking statements are based on our expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements due to a number of factors. New factors emerge from time-to-time and it is not possible for us to predict all such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. These risks, as well as other risks associated with the combination, will be more fully discussed in our reports with the SEC. Additional risks and uncertainties are identified and discussed in the "Risk Factors" section of Terra Tech's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. Forward-looking statements included in this release are based on information available to Terra Tech as of the date of this release. Terra Tech undertakes no obligation to update such forward-looking statements to reflect events or circumstances after the date of this release. ContactJason AssadLR Advisors LLC.Jassad@terratchcorp.com678-570-6791

Compass Diversified Announces Proposed Private Offering of $750 Million of Senior Unsecured Notes Due 2029

WESTPORT, Conn., March 01, 2021 (GLOBE NEWSWIRE) -- Compass Diversified (NYSE: CODI) (“CODI”), a Delaware statutory trust and the sole owner of 100% of the trust interests in Compass Group Diversified Holdings, LLC (the “Company”), and the Company announced today that the Company intends, subject to market and other conditions, to commence an offering of $750 million of senior unsecured notes due 2029 (the “Notes”) in a private offering. The Company intends to use the net proceeds of the Notes offering, together with borrowings from a refinancing transaction concurrent with the Notes offering, to repay debt under the Company’s existing credit facilities and to redeem the Company’s 8.000% Senior Notes due 2026. The offering of the Notes is not conditioned upon the consummation of the Company’s concurrent refinancing transaction. The Notes will be the Company’s senior unsecured obligations and will not be guaranteed by any of the Company’s subsidiaries. The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered only to qualified institutional buyers in accordance with Rule 144A and to non-U.S. Persons under Regulation S under the Securities Act. This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor will there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act. Forward Looking Statements This press release may contain certain forward-looking statements, including statements with regard to the future performance of CODI, the Notes offering and the refinancing transaction. Words such as "believes," "expects," "projects," and "future" or similar expressions, are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the risk factor discussion in the Form 10-K filed by CODI with the SEC for the year ended December 31, 2020 and other filings with the SEC. Except as required by law, CODI undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investor Relations:The IGB Group Leon Berman 212-477-8438 lberman@igbir.comMedia Contact:Joele Frank, Wilkinson Brimmer KatcherJon Keehner / Kate Thompson / Lyle Weston212-355-4449