On Jan. 15, TPCO Holding Corp. (“The Parent Company”), formerly known as Subversive Capital Acquisition Corp., completed its qualifying transaction to acquire California cannabis companies CMG Partners Inc. (“Caliva”) and Left Coast Ventures, Inc., with global icon and entrepreneur Shawn "JAY-Z" Carter and entertainment powerhouse Roc Nation. Subversive Capital was the largest cannabis SPAC in both Canadian and cannabis history and is now the largest vertically integrated cannabis operation in California, seeking to redefine the industry with a mission to both consolidate the California cannabis market and create an impactful global company.
Shawn “JAY-Z” Carter, chief visionary officer of The Parent Company, will lead brand strategy and The Parent Company social equity ventures, a corporate venture fund investing in Black- and minority-owned cannabis businesses.
The merger of two top California operators, Caliva and Left Coast Ventures, has created a fully vertically integrated platform with cultivation, manufacturing, brands, retail and delivery to support further brand development. The Parent Company is now the largest cannabis company in California by revenue, footprint and brand portfolio.
Blake, Cassels & Graydon LLP acted as Canadian counsel to Subversive Capital with a deal team that included
Liz Litwack-Landsberg (corporate and commercial and M&A),
Peter Lee (tax).
Paul Hastings LLP acted as U.S. legal counsel to Subversive Capital with a deal team that included
Joseph DiCarlo (corporate),
Joseph Opich (tax).
Cassels Brock & Blackwell LLP acted as Canadian counsel for Left Coast Ventures, represented by
Andrea FitzGerald (securities, M&A and cannabis).
Cooley LLP acted as U.S. counsel to Left Coast Ventures with a deal team composed of
Anna Maria Galinska,
Caitlin Cunningham (M&A).
Bennett Jones LLP acted as Canadian counsel to Caliva with a deal team composed of
Oliver Loxley (corporate/M&A),
James Morand (tax).
Benesch Friedlander Coplan & Aronoff LLP served as U.S. legal advisor and lead transaction counsel to Caliva with a deal team that included
Joe Tegreene (corporate and M&A),
Leah Beitner (tax),
Kristopher Chandler (intellectual property),
Krista Enns (litigation).
Boies Schiller Flexner LLP served as U.S. transaction counsel to Caliva with a deal team that included
George Liu (corporate).
Aird & Berlis LLP acted as Canadian counsel to Shawn "JAY-Z" Carter and his affiliate entities with a team that included
Francesco Gucciardo (tax);
Russell Sanders (capital markets).
Cummings & Lockwood LLC acted as U.S. counsel to Shawn "JAY-Z" Carter and his affiliate entities with a deal team that included
Andrew Kupinse, Esq. (corporate and M&A).
Reed Smith LLP acted as U.S. counsel to Shawn "JAY-Z" Carter and his affiliate entities with a deal team that included
Jennifer Cheng (corporate/M&A);
Ari Edelman (capital markets);
Simon Kliegman (tax).