Manatt Advised Ceres Acquisition Corp. in its Proposed Business Combination with Parallel Inc.

Manatt advised Ceres Acquisition Corp., a special purpose acquisition company (SPAC), in connection with its proposed business combination with Parallel Inc., one of the largest privately held, multistate cannabis operators in the United States. Additionally, the Manatt team advised Ceres in an oversubscribed private investment in public equity (PIPE) of US$225 million. Substantial investment in the PIPE came from existing Parallel and Ceres investors, as well as institutions and private family offices in both the United States and Canada. The proceeds of the PIPE are intended to be used to fund Parallel’s continued growth and market expansion.

If completed, the transaction would have resulted in Parallel becoming a public company; the transaction also would have valued Parallel at an implied enterprise value of US$1.884 billion. Although the transaction ultimately did not close due to certain failed conditions, the majority of closing conditions were satisfied, including Manatt securing approvals of approximately a dozen municipal and state regulatory agencies for the transfer of the existing cannabis licenses.

The Manatt deal team was led by Thomas Poletti and Anita Famili Sabine and included Lucille WhiteJennifer LynchJeffrey Mannisto, Viral Mehta and Loni Gonzalez.

Manatt’s role in this deal was featured in media outlets including Bloomberg LawLaw360The Deal, Atlanta Business Chronicle and Law.com Radar.

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