Good morning. My name is Sylvie, and I will be your conference coordinator today. At this time, I would like to welcome everyone to the conference call to discuss Harborside Inc.'s proposed business combination with Urbn Leaf and Loudpack. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session for analysts, investors, and media. If you would like to ask a question during this time, simply press star, then number one on your telephone keypad. If you would like to withdraw your question, please press star then number two. Thank you.
Before we start, please note that remarks on this conference call may contain forward-looking information within the meaning of applicable securities laws about Harborside and the combined company resulting from merger and its current and future plans, expectations, intentions, financial results, level of activities, performance, goals or achievements, or any other future events, trends, or developments. To the extent any forward-looking information contained in the remarks constitute financial outlooks. This information may not be appropriate for any other purpose, and you should not place undue reliance on such financial outlooks. Forward-looking statements are made as of the date hereof, based on the information currently available to management and on estimates and assumptions made based on factors that management believes are appropriate and reasonable in the circumstances. However, there can be no assurance that such estimates and assumptions will prove to be correct.
Many factors could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Financial outlooks are also based on assumptions and subject to various risks, and the Company's actual financial position and results of operations may differ materially from management's current expectations. As a result, the Company cannot guarantee that any forward-looking statements will materialize, and you are cautioned not to place undue reliance on these forward-looking statements. In addition, there can be no certainty that the merger will be completed on the terms described or at all, or that if the merger is completed, management's expectations for the combined company will prove to be accurate.
Forward-looking information is made as of the date given, and except as may be required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. For additional information on these assumptions and risks, please consult the cautionary statement regarding forward-looking information contained in the Company's press release dated Monday, November 29th, 2021, announcing the transaction and the risk factors in the MD&A for the three and nine months ended September 30th, 2021. Additional risk factors will be in the Management Information Circular that is mailed to shareholders in connection with the transaction. I would like to turn the conference over to Matthew Hawkins, Chairman of the Board and Interim CEO of Harborside. Please go ahead, sir.
Thank you, Sylvie, and good morning, good afternoon, everyone. Ed Schmults, the CEO of Urbn Leaf, is with me as well. I'm glad you've joined us for this very special day in Harborside's history. We are here to discuss the creation of StateHouse Holdings, a new leader in the California Cannabis Industry. As we laid out in our news release, Harborside has reached agreements to purchase Urbn Leaf and Loudpack. The transaction was structured based upon the relative enterprise values of Harborside, Urbn Leaf, and Loudpack. The aggregate consideration to acquire both companies will be satisfied through the issuance of approximately 151 million Harborside subordinate voting shares and the assumption and restructuring of debts and other obligations, as well as the issuance of 2 million warrants.
The structure and overall consideration contemplates both a return to normalized enterprise valuations for California-focused cannabis companies and the potential for StateHouse to become a leading participant in that market. Based upon the relative enterprise value of each party, following closing of the transactions, existing Harborside, Loudpack, and Urbn Leaf shareholders will own approximately 35%, 39%, and 26% of StateHouse, respectively, on a fully diluted basis and assuming conversion of all multiple voting shares of Harborside to subordinate voting shares. Assuming the acquisitions are completed as contemplated in the definitive agreements, including receipt of all necessary shareholder and regulatory approvals, Harborside will be renamed StateHouse Holdings. Management believes that StateHouse will be the largest publicly traded, vertically integrated cannabis operator in the state of California, with a fully installed and operational platform to consolidate the state's cannabis sector.
To put that in perspective, note that Harborside's pro forma gross revenue for the first nine months of 2021, including Sublime for the full period, was $57.8 million. For the same period, Urbn Leaf and Loudpack had revenues of $45.9 million and $61.4 million, respectively. On a pro forma basis, StateHouse would have generated gross revenue of approximately $165 million for that period, making it one of the largest and most developed cannabis platforms in the state of California, with superior retail, brands, processing, manufacturing, distribution, and cultivation. These are two exceptional companies that bring together the key pieces to create a platform for California consolidation. Urbn Leaf is a leading California cannabis retailer with a dominant position in Southern California.
Loudpack is a leading manufacturer, cultivator, and distributor of award-winning cannabis brands in California. By combining these businesses with Harborside's vertically integrated operations, we have the potential to create a West Coast cannabis powerhouse. Let me take you through a few highlights. Assuming the transactions are completed as planned and as contemplated in the definitive agreements, StateHouse is expected to have 15 retail locations with near-term store openings, representing the number two retail platform in California under one unified banner with further expansion planned. Nine popular brands, including top five ranked brands in the pre-roll, edible, and value flower segments. It will be the number three ranked brand house in California overall. A deep roster of products at a variety of price points, creating a wide range of appeal to all customer types.
Our team intends to support our wholesale and retail customers through strong product selection, effective marketing support, and a distribution strategy intended to reduce channel conflict. Manufacturing facilities with annual capacity of more than $400 million in branded products revenue at full utilization, with capabilities to produce across all product formats offered by the company. A statewide distribution network that reaches more than 780 active accounts, representing approximately 75% of the California dispensaries. 230,000 sq ft of greenhouse cultivation space with additional near-term expansion capacity of more than 100,000 sq ft of canopy and 36,000 lbs of cultivation capacity, with 22,000 lbs of additional near-term cultivation capacity. As excited as we are by this, I want to emphasize that this Business Combination is much more about much more than the sum of its parts.
Harborside, Urbn Leaf, and Loudpack have highly complementary assets, and the result is a company capable of building tremendous value for shareholders through both organic growth and acquisitions. We expect to unlock substantial synergies through vertical integration. We plan to drive margin expansion at each stage of the value chain as we enjoy enhanced control over quality and input costs, production and distribution efficiencies, and shelf space. Vertical integration also helps insulate us from supply and pricing volatility in California's wholesale market, which we believe will result in higher and more consistent margins. Our cultivation platform is scaled to meet all of our retail needs without having to rely on the wholesale market. Our manufacturing facilities have capabilities across all product types, which will enable us to continue to develop successful new brands far into the future. Manufacturing is the driving force of our brands and our foundation for growth.
At the retail level, we expect to have dominant positions in both Northern and Southern California, with leading in-store service and a highly diversified product offering across multiple price points. We are just as excited about the growth potential moving forward. California is the largest legal cannabis market in North America. However, it is also highly fragmented and the time is long overdue for a company to take the lead on consolidation and build a flagship operator in the state. We firmly believe that StateHouse has the potential to be that company, and we see high growth potential right across the value chains. Ed Schmults will speak more about this in a moment. Finally, I wanna talk to you about leadership. You can't have a successful company without great leaders.
Subject to the receipt of necessary approvals, StateHouse will have a reconstituted management team and board of directors that has extensive experience in cannabis and consumer packaged goods sectors. I will stay on as chairman. The CEO will be Ed, who is currently the CEO of Urbn Leaf. He has more than three decades of experience leading world-class brands, including positions as CEO of FAO Schwarz and COO of Patagonia. He is the ideal CEO for this company. The president will be Marc Ravner, who is currently the CEO of Loudpack. Over the last five years, Marc has played a crucial role in making Loudpack a leader in the California cannabis market. Previously, he built a multifaceted real estate development business focused primarily on New York City. These men have the vision and experience to make StateHouse a superior California cannabis company.
I would now like to turn it over to Ed for more detail on those plans. Ed, take it away.
Thanks, Matt. That's a very kind introduction. Matt did a great job of laying out the groundwork of StateHouse and why it is so attractive. I'd now like to talk in some more detail about our growth opportunity. The California cannabis market is simply massive. By 2025, the legal market is expected to be worth almost $7.4 billion, according to Arcview. California's estimated sales in 2025 are expected to be larger than the next three largest states combined. That gives you an idea of the scale of this opportunity. The large multi-state operators that have come to dominate other states currently have very little presence in California, since it is a fragmented and saturated market.
Very few companies in the state are profitable and, from our perspective, have the installed base, installed asset base, branded product portfolio, and capital required to be a meaningful player. It's also important to recognize that California is a challenging cannabis market. There's a large and disruptive illegal market, a relatively high tax and regulatory burden, and the state is not a limited license, apart from pockets like San Diego. I'm sure most of you on the call are well aware of these issues. There's also an incredible opportunity here that is just beginning to emerge. Currently, only a small fraction of California cities approve cannabis retail. We expect that number to grow gradually over time, and for the number of stores to expand from the hundreds to the thousands.
Wider distribution and licensing opportunities are emerging on a regular basis. We are seeing efforts to simplify the regulatory environment in the state through the creation of the Department of Cannabis Control. We're seeing increased efforts by law enforcement to crack down on illegal cultivation and retail stores. These are all very positive developments. To be successful in California, you need scale and staying power, and that's what StateHouse Holdings is expected to have. Given the lack of serious competition from MSOs, and given our expected strong team and outstanding asset base, we expect to be in a leading competitive position to consolidate smaller players and build a dominant cannabis company in the state. We're already seeing exciting acquisition opportunities right across the value chain. I believe we will be very attractive to operators looking for an exit strategy.
They understand the California market, and we anticipate that they will recognize that StateHouse will have the right strategy for success in the short and long term. A major focus early on will be on expanding our retail footprint and our brand portfolio. We'll be highly selective in choosing assets that are attractive and complementary with our installed asset base. The California cannabis industry has reached a tipping point. The time has come for consolidation. With the combined strengths of Harborside, Urbn Leaf, and Loudpack, management believes that StateHouse is poised to win in this state. I'm very excited about the opportunity ahead of us, and I hope you all join us as we move forward. I'll now turn the call back to Matt to wrap up. Matt?
Thanks, Ed. I want to make a few final points before we turn the call over to our listeners for questions. Concurrent with the acquisitions of Loudpack and Urbn Leaf, we have announced two important financings. We have arranged for a total of $77.3 million of non-dilutive debt financing from Pelorus Equity Group that leverages our extensive real estate portfolio. We also arranged a private placement of equity units from existing investors worth up to $10 million. These financings are expected to strengthen our balance sheet and provide financial firepower to pursue organic growth and consolidation opportunities. The Business Combination with Urbn Leaf and Loudpack will require the approval of Harborside shareholders at a special meeting of shareholders to be held in the first quarter of 2022.
Shareholders will also be asked at the meeting to approve the change in the company name to StateHouse Holdings and certain related matters. A management information circular with full details of the matters to be voted on at the meeting will be sent to Harborside shareholders. The circular will also be filed on SEDAR. The acquisitions of Urbn Leaf and Loudpack have been unanimously approved by Harborside's board of directors, and the board of directors recommends that shareholders vote in favor. After hearing our remarks this morning, I hope you all agree with our view that this is an extremely exciting business combination that has the potential to create significant value for shareholders. We expect the acquisitions to close in the first half of 2022, subject to the receipt of shareholder and regulatory approvals and the satisfaction of other customary closing conditions.
For more details of the transactions and an important cautionary note regarding forward-looking statements, please consult our news release announcing the transaction, which is available on our website and on SEDAR. Please also visit our investor website, investharborside.com, where we have provided a presentation that highlights the details of the Business Combination and the opportunity ahead of us. That concludes our prepared remarks for today. Ed and I would now be pleased to answer any questions you may have. Sylvie, please open the line for questions.
Thank you, sir. Ladies and gentlemen, as stated, if you would like to ask a question, please press star followed by one on your touch-tone phone. You will hear a three-tone prompt acknowledging your request. If you would like to withdraw your question, simply press star followed by two. If you're using a speakerphone, we ask that you please lift the handset before pressing any keys. Please go ahead and press star one now if you do have any questions. Your first question will be from Russell Stanley at Beacon Securities. Please go ahead.
Good morning. Thanks for taking my question, and congrats on the major news. Just wondering first, sir, around Loudpack and Urbn Leaf, you provided some year-to-date revenue numbers in the releases. Just wondering if you can talk to what kind of year-over-year growth rates those two businesses are seeing on a standalone basis, I guess particularly given headwinds many in California have faced, you know, more specifically in Q3.
Sure. This is Ed Schmults. Yeah, Urbn Leaf is seeing significant growth year to date. We've managed to weather the retail storm quite well through the first nine months of the year, both on a top line, expense line, and a bottom line perspective. Loudpack, I would say, has also managed through this challenge, and we've identified issues that they're dealing with and believe we have a strategy in place to address those shortly after close. I think for both companies, you know, we sort of turned the corner on the challenges of 2021 and are looking forward to a solid 2022 and beyond.
Great. Maybe moving on, the deck I think highlights potential blended gross margins reaching 71% once the acquisitions have closed and the operations are integrated. Understanding that takes some time, but how do you expect or where would you like to see blended EBITDA margin shake out with that in mind?
Well, I think if we take advantage of the integration capacity and that margin gain, we can pick up both in our wholesale businesses as well as enhancing sales of our private label brands in the retail businesses. The last piece is really controlling expenses. We should see EBITDA margins well into the double-digit percentages. We'll be able to provide some additional information on that later in 2022 once the deal closes and we've got our arms around the business and are able to put models out to the street.
That's great. Maybe if I can sneak in one more question, I'll get back in the queue. On the retail front, I think you've highlighted retail as being one of the M&A priorities post closing. Just wondering what you think along the lines of a geographic focus. Pro forma, you'll be obviously very strong in both Northern and Southern California. Do you think about subsequent retail acquisitions along those lines? Or as you noted, of course, California it's more of a municipal market. How are you thinking about priorities for M&A in that context? Where geographically would you like to expand?
Yeah. Well, we have an opportunity in West Hollywood that we're very excited about, that's moving forward through the permitting process. Certainly the major population centers like L.A., Sacramento, Orange County would be of particular interest to us. I do think, going forward for acquisitions, what's gonna be crucial are just the traditional rules of retail, good locations with strong adjacencies to help drive traffic, and good parking with good leases. I think cannabis first movers in cannabis often took what was available to them, and those often are not the best locations, nor the best leases.
We really wanna play a long game and make sure that future retail acquisitions are in fact those locations that can be around generate robust sales and robust profits, you know, for decades or more. That's really important.
That's great color. Thanks, and congrats again. I'll get back in the queue.
Thank you. Next question will be from Graeme Kreindler at Eight Capital. Please go ahead.
Hey, good morning, and thank you for taking my questions, and congratulations on the announcement this morning. Maybe as a follow-up to the previous question, you also mentioned in the prepared remarks that the brand portfolio is going to be one of the top priorities in terms of acquisitions moving forward. I was wondering if you could provide some additional color. You know, you already have a very broad brand portfolio within the combined company as of today. I'm curious which opportunities look exciting for you moving forward, which areas of the brand portfolio or segments are you looking to fill out, or where you think has long-term growth potential as the market continues to mature in California? Thank you.
Yeah. No, good question, Graeme. I think the brand portfolio is a key area of growth for us and brands across the major segments. We definitely see segmentation occurring in California, more clarity around price value, bottom shelf, mid shelf and top shelf. I think it's important to note that one thing we really wanna leverage is our presence in California, the California brand, right? It is known nationally and really internationally as the place for really good cannabis. How can we leverage that appropriately through license or joint venture deals across other states to really put our brands in a position to be strong national players when the federal prohibitions relax?
If you look across the portfolio of brands, we're gonna take a hard look at all of them and decide which ones we wanna aggressively market and project into the market, which ones we may have alternative plans. Maybe they become house brands or distribution-only brands. If you look across the segments, the one segment we don't have a representative is top-shelf indoor brand. That's something that we'll look at as well. We've got some work to do internally to optimize our brands, and then when that falls into place, we'll look in a more pointed fashion for acquisition possibilities in the market.
Okay, understood. Thank you very much and appreciate the color. And then just as a follow-up here, you talked about in the prepared remarks how you know the operators in the California market have the opportunity to see StateHouse as a real platform for growth and consolidator in the market moving forward. Traditionally, valuations in the private market have lagged that of the public market. I'm wondering you know given the rich operating history that the combined company has within California and the relationships that are there, if you could talk a bit about what you know what the sentiment is among private operators in California right now, where the valuations might lie and where you think some of the opportunities here to strike accretive deals could be. Thank you.
Sure. Yeah. I mean, California's tough right now. You know, the summer and early fall saw some negative month-on-month growth. That's kind of been a dose of cold water for people for whom the cannabis market has always been in a significant growth mode. There are a lot of factors for that, right? Obviously the pandemic, federal benefits, changing consumer patterns. I think the medium- and long-term, the cannabis market is a terrific market and is just gonna continue to expand and grow in the state.
It's got a lot of brands, a lot of operators kind of scratching their heads and thinking through their strategies and what's important for them, and how much of cultivation, how much of retail, how much of branded product growth is important. The conversations that we're having with people are very much around you know, who's gonna emerge as a dominant player? Who are the brands that we wanna work with? And who are the brands that are thinking the right way? I had a conversation recently with the CEO of a brand, and he said to me, "How do I help drive traffic to your stores?" I was like, "Oh, fantastic. That is exactly the conversation that I wanna have with our brands," because it really shows a partnership.
We're working towards a common goal to satisfy our customers, get them in the store, and introduce them to our products. I see there's a real kind of increase in retail sophistication and thinking like CPG companies, and retail companies. I think that's nothing but a positive for this business, as we all seek to grow and be successful in what is a fiercely competitive market in California. I think there are gonna be terrific opportunities to bolt on additional acquisition candidates, to form partnerships that maybe don't involve acquisition, but have a similar result, and to work together to grow our brands, and grow our retail franchise.
Okay. Understood. Appreciate that. Thank you very much, and congrats again.
Thank you. As a reminder, ladies and gentlemen, if you would like to ask a question, please press star followed by one on your touchtone phone. At this time, Mr. Hawkins, we have no other questions. Please proceed.
Thank you, Sylvie. Well, that concludes our call today, and thank you all for joining us. Please contact us if you want any additional information. We look forward to providing further updates in the weeks ahead as we work to implement this Business Combination. Thanks, everybody, and have a great day.
Thank you, sir. Ladies and gentlemen, this does indeed conclude your conference call for today. Once again, thank you for attending. At this time, we do ask that you please disconnect your lines.