AYR Wellness Enters Into Restructuring Support Agreement with Senior Noteholders

Core Viewpoint - AYR Wellness Inc. has entered into a Restructuring Support Agreement (RSA) with consenting senior noteholders to facilitate a comprehensive plan for the orderly transition of its core business under new ownership while addressing its debt obligations [1][4]. Restructuring Plan - The RSA includes a combination of an Article 9 sale process initiated by secured creditors and an orderly sale or wind-down of remaining assets, with specific milestones outlined [2]. - Key elements of the RSA involve asset sale transactions where consenting senior noteholders will purchase certain assets and assume liabilities in states including Florida, Ohio, Nevada, New Jersey, Pennsylvania, and Virginia [2]. - A Bridge Facility of up to USD 50 million will be provided by the Ad Hoc Committee to support ongoing operations and the Article 9 sale process, with interest set at 14% per annum [2][7]. Financial Implications - The Bridge Facility will convert into a new Take-Back Debt Facility upon the effective date of the Asset Sale Transactions, allowing senior noteholders to receive a pro rata share of new equity interests in the post-sale entity, NewCo [2][3]. - The remaining balance of Senior Notes obligations will remain outstanding and will be entitled to distributions from the monetization of remaining assets [3]. Operational Commitments - AYR is committed to working collaboratively with senior noteholders to implement the RSA and will provide updates as the sale process progresses [4]. - The company will commence liquidation proceedings under the Companies' Creditors Arrangement Act in British Columbia after the Article 9 sale auction, with proceeds distributed according to the priority waterfall among secured creditors [7]. Company Overview - AYR Wellness is a vertically integrated U.S. multi-state cannabis operator with over 90 licensed dispensaries and a portfolio of cannabis consumer packaged goods brands [6].