Ayr Wellness Completes First Ohio Asset Transfer to Arboretum

AYR Wellness announced on October 1, 2026 the closing of the first transfer of its Ohio operations into wholly-owned subsidiaries of Arboretum Bidco LLC, in connection with the company’s previously announced Restructuring Transactions. All requisite state regulatory approvals for the transfer of the Ohio operations were obtained prior to the closing.

Arboretum, which intends to operate under the trade name “Ayr Wellness,” is the entity established by the company’s senior secured noteholders as the designated purchaser under the Master Purchase Agreement dated November 14, 2025, as amended. In connection with the closing, certain of the company’s Ohio operations have been transferred into Arboretum. AYR previously completed the closings of the transfers of its Virginia, Florida, New Jersey and Nevada operations to Arboretum earlier in 2026.

From Support Agreement to Foreclosure Auction

The restructuring traces to a Restructuring Support Agreement dated July 30, 2025, which contemplated a public foreclosure auction of the company’s core assets. On November 11, 2025, the company announced that the auction resulted in the credit bid submitted by its senior noteholders being deemed the successful bid to acquire, through a newly formed acquisition vehicle, certain collateral assets and equity interests of specified subsidiaries in Florida, New Jersey, Nevada, Ohio, Massachusetts, Pennsylvania and Virginia, which the company described as collectively representing its core operations.

Odyssey Trust Company, in its capacity as collateral trustee for the senior noteholders, conducted the sale in accordance with Article 9 of the Uniform Commercial Code, at the direction of senior noteholders holding a majority of the outstanding senior notes. The auction was held on November 10, 2025 at 10:00 a.m. Eastern Time, virtually via Zoom.

“The completion of the public auction and winning bid by AYR’s Senior Noteholders successfully brings AYR over one of the largest remaining milestones in our restructuring process,” Scott Davido, the company’s interim chief executive officer, said at the time. The company said it expected to sign the Master Purchase Agreement in the coming days and to commence proceedings under the Companies’ Creditors Arrangement Act in British Columbia to facilitate a court-supervised winding-down of the existing AYR corporate parent entity. The MPA was ultimately dated November 14, 2025.

Exit Facility and State-by-State Closings

The first state-specific closing under the MPA occurred on April 10, 2026, when AYR announced the initial closing of the transfer of its Virginia operations into Arboretum Virginia LLC, a wholly-owned subsidiary of Arboretum, together with the closing and initial funding of a new money Exit Facility with Arboretum.

The Exit Facility consists of a $275 million senior secured delayed draw term loan facility, backstopped by Millstreet Capital Management LLC, with participation rights available to other holders of the company’s senior secured notes on a pro rata basis. It bears interest at a rate of 13.00% per annum, with a payment-in-kind option for the first 24 months and cash pay thereafter, and matures five years from the initial funding date. The facility is secured by a first lien on substantially all of the assets of Arboretum and the applicable guarantors.

In connection with that initial closing, a pro rata portion of Tranche A of the company’s existing $50 million Bridge Facility, together with accrued and capitalized interest, was assumed by Arboretum and converted on a dollar-for-dollar basis into a take-back debt facility on a pari passu basis. Each holder of AYR senior secured notes received, in satisfaction and release of its allocable share of the noteholders’ credit bid amount attributable to the Virginia operations, a corresponding pro rata share of new equity interests issued by Arboretum Investments LLC, the ultimate parent entity that directly or indirectly owns 100% of the equity interests in Arboretum, subject to dilution by a management incentive plan and certain premiums payable in equity under the Bridge and Exit Facilities. The remaining portions of Tranche A roll over into the Exit Facility on a state-by-state basis as each subsequent closing occurs, and the remaining AYR senior secured notes are to be satisfied and exchanged for equity interests in Arboretum Investments LLC as future closings occur.

The company has stated the Restructuring Transactions are expected to reduce leverage, improve earnings and cash flow, and strengthen interest coverage for Arboretum.

On June 2, 2026, the company announced the closing of the transfer of its Florida, New Jersey and Nevada operations into wholly-owned subsidiaries of Arboretum. The Florida operations were transferred into Arboretum Florida LLC and related entities, the New Jersey operations into Arboretum New Jersey LLC and related entities, and the Nevada operations were transferred into Arboretum Nevada LLC and related entities, with all requisite state regulatory approvals obtained prior to those closings. The company said at the time that it continued to progress its proceedings under the Companies’ Creditors Arrangement Act (Canada) in the Supreme Court of British Columbia to effectuate a liquidation and wind-down of the company.

In connection with the Restructuring Transactions, the company is advised by DLA Piper LLP as legal counsel, Moelis & Company (MC ) as investment banker and Ankura Consulting Group as financial advisors, according to the April announcement. Certain senior secured noteholders and lenders under the Bridge and Exit Facilities are advised by Paul Hastings LLP as legal counsel, Feuerstein Kulick LLP as regulatory counsel, Goodmans LLP as Canadian legal counsel, and Ducera Partners LLC as financial advisors.

The October 1 announcement identifies as forward-looking items the transfer of remaining assets in other markets, the wind-down of the existing AYR corporate parent entity, and the company’s restructuring activities.