Company Description
AYR Wellness Inc. (AYRWF) is described in public disclosures and news releases as a vertically integrated U.S. multi-state cannabis operator. The company is associated with the medicinal and botanical manufacturing industry within the broader manufacturing sector, and its securities trade over-the-counter under the symbol AYRWF and on the CSE under AYR.A. According to recent company communications, AYR operates cannabis businesses in multiple U.S. states and has focused on core operations in Florida, New Jersey, Nevada, Ohio, Massachusetts, Pennsylvania and Virginia.
Business focus and operations
AYR Wellness and its affiliates are repeatedly described as a multi-state cannabis operator, reflecting operations that span cultivation, production and retail activities in the cannabis sector. In Florida, the company has highlighted the opening of its first indoor cultivation facility and has referenced a hybrid greenhouse site in Gainesville. These facilities support the production of cannabis flower that is sold through AYR Wellness dispensaries to registered medical marijuana patients in the state.
The company has announced the launch of flower products under its Kynd brand from the new indoor cultivation facility in Florida. AYR has emphasized expanding product quality and variety for registered patients, referencing a curated library of cannabis genetics and cultivars. The company has also indicated that it operates dispensaries across Florida where patients with a valid medical marijuana recommendation can access its product offerings.
Geographic footprint and core assets
In multiple restructuring-related communications, AYR has identified core assets and going‑concern operations in Florida, New Jersey, Nevada, Ohio, Massachusetts, Pennsylvania and Virginia. These assets include collateral assets and equity interests of specified subsidiaries in those states. The company has indicated that these core assets collectively represent the core operations of the business and are the focus of ongoing sale and transition processes.
AYR’s disclosures reference a plan under which certain senior noteholders will acquire ownership of these core assets through a newly formed acquisition vehicle referred to as NewCo, subject to regulatory approvals and customary closing conditions. While these transactions relate to corporate restructuring, they also underscore the geographic and operational scope of AYR’s core cannabis business.
Restructuring, debt and ownership transition
AYR Wellness has entered into a Restructuring Support Agreement (RSA) with an ad hoc committee of consenting senior noteholders holding a supermajority of its senior notes. The RSA outlines a process that combines an Article 9 sale of collateral assets with an orderly sale and/or wind‑down of remaining assets. The company has stated that this plan is intended to support the continued operation and orderly transition of its core business under new ownership.
As part of this process, AYR has described an Article 9 public foreclosure auction conducted by a collateral trustee on behalf of senior noteholders. The credit bid submitted by senior noteholders was deemed the successful bid to acquire certain collateral assets and equity interests of specified subsidiaries in several U.S. states. AYR has indicated that, following the auction, it expects to execute a Master Purchase Agreement to begin seeking regulatory approvals to transfer ownership of these assets to NewCo.
The company has also disclosed a senior secured bridge term loan facility of up to US$50 million, referred to as the Bridge Facility, provided by certain lenders associated with its senior notes. According to AYR, this facility is intended to support ongoing operations, fund the Article 9 sale process, and facilitate the orderly transition of its core business and wind‑down of non‑core assets, subject to specified budgets, covenants and milestones.
Wind‑down of corporate parent and CCAA proceedings
AYR Wellness has announced the initiation of proceedings under the Companies’ Creditors Arrangement Act (CCAA) in the Supreme Court of British Columbia. The company has stated that these CCAA proceedings are part of its restructuring process and are intended to facilitate an orderly, court‑supervised wind‑down of the existing AYR corporate parent entity. AYR has also indicated that it expects to request the appointment of a licensed insolvency trustee to act as monitor during this process.
In connection with the restructuring and wind‑down, AYR has reported leadership changes, including the appointment of an interim Chief Executive Officer of the corporate parent to finalize the orderly wind‑down, and the planned transition of leadership roles at NewCo. Public statements from AYR emphasize that, during the restructuring and sale process, the company intends to continue operating its core assets in the ordinary course, subject to the terms of the Master Purchase Agreement and other restructuring documents.
Financial reporting and non‑GAAP measures
AYR Wellness files reports as a foreign issuer with the U.S. Securities and Exchange Commission, including Form 6‑K current reports that furnish news releases and material change reports. The company has announced the filing of unaudited interim condensed consolidated financial statements and related Management’s Discussion and Analysis (MD&A) for specific reporting periods. These materials are made available under the company’s profile on SEDAR+ and on the SEC’s EDGAR system.
In its communications, AYR explains that it uses certain non‑GAAP financial measures to evaluate performance and manage its capital structure. The company references measures such as Adjusted EBITDA and Adjusted Gross Profit, which are defined and reconciled to the most directly comparable GAAP measures in its MD&A. AYR notes that these non‑GAAP measures are intended to provide additional insight into the performance of its core businesses from management’s perspective, while cautioning that such measures do not have standardized meanings and may not be comparable to similar measures used by other issuers.
Status and historical context
Based on the company’s own news releases, AYR Wellness is undergoing a significant capital structure restructuring, including the RSA, Article 9 sale process, Bridge Facility, and CCAA proceedings. The company has described a plan to transition its core assets to NewCo owned by certain senior noteholders, while pursuing a court‑supervised wind‑down and liquidation of the existing corporate parent and non‑core assets. These disclosures provide important context for understanding AYRWF as a security linked to a corporate entity in restructuring and wind‑down, rather than a traditional going‑concern growth profile.
Investors reviewing AYRWF and AYR Wellness Inc. may wish to consult the company’s public filings, including Form 6‑Ks, MD&A, and material change reports, for detailed information on the restructuring process, the treatment of senior notes, the Bridge Facility, and the status of CCAA and Article 9 proceedings, as well as the operational performance of the company’s cannabis businesses in its core U.S. markets.
FAQs about AYR Wellness Inc. (AYRWF)
- What does AYR Wellness Inc. do?
AYR Wellness Inc. describes itself as a vertically integrated U.S. multi‑state cannabis operator. The company and its affiliates operate cannabis businesses, including cultivation and dispensary operations, with core assets and going‑concern operations in states such as Florida, New Jersey, Nevada, Ohio, Massachusetts, Pennsylvania and Virginia. - In which industry is AYR Wellness classified?
AYR Wellness is associated with the medicinal and botanical manufacturing industry within the manufacturing sector, reflecting its activities in cannabis cultivation and related operations. - Where does AYR Wellness have core operations?
According to restructuring communications and the Restructuring Support Agreement, AYR’s core assets and going‑concern operations include collateral assets and equity interests of specified subsidiaries in Florida, New Jersey, Nevada, Ohio, Massachusetts, Pennsylvania and Virginia. - What is happening with AYR Wellness’s corporate structure?
AYR has entered into a Restructuring Support Agreement with an ad hoc committee of consenting senior noteholders. The plan includes an Article 9 sale of certain collateral assets to a newly formed acquisition vehicle owned by senior noteholders, along with an orderly sale and/or wind‑down of remaining assets and a court‑supervised wind‑down of the existing AYR corporate parent under CCAA proceedings in British Columbia. - What is NewCo in relation to AYR Wellness?
NewCo is described as a newly formed acquisition vehicle that will be owned by certain of AYR’s senior noteholders. Under the Restructuring Support Agreement and related documents, NewCo is expected to acquire ownership of specified collateral assets and equity interests that represent AYR’s core operations, subject to regulatory approvals and closing conditions. - What is the Bridge Facility mentioned by AYR Wellness?
The Bridge Facility is a senior secured multiple‑draw term loan facility of up to US$50 million provided by certain lenders associated with AYR’s senior notes. AYR states that this facility is intended to provide funding to support ongoing operations, conduct the Article 9 sale process, and facilitate the transition of core assets and the wind‑down of non‑core assets, subject to approved budgets and covenants. - What are Adjusted EBITDA and Adjusted Gross Profit for AYR Wellness?
AYR defines Adjusted EBITDA as loss or income from continuing operations before interest and taxes, adjusted to exclude specified non‑core costs and non‑cash items. Adjusted Gross Profit is defined as gross profit adjusted to exclude certain costs such as the incremental costs to acquire cannabis inventory in a business combination, interest, depreciation and amortization, start‑up costs and other non‑core costs. The company provides reconciliations of these non‑GAAP measures to GAAP measures in its MD&A. - What restructuring proceedings has AYR Wellness initiated?
AYR has announced the initiation of proceedings under the Companies’ Creditors Arrangement Act in the Supreme Court of British Columbia to facilitate a court‑supervised wind‑down of the existing corporate parent. It has also described an Article 9 public foreclosure auction and related sale process for certain collateral assets and equity interests of specified subsidiaries. - How does AYR Wellness describe its Florida operations?
AYR has highlighted the opening of its first indoor cultivation facility in Florida, alongside an existing hybrid greenhouse site in Gainesville. The company notes that registered medical marijuana patients in Florida can obtain Kynd brand flower offerings and a portfolio of curated cultivars at AYR Wellness dispensaries across the state. - Where can investors find AYR Wellness’s official financial information?
AYR states that its interim condensed consolidated financial statements and related MD&A are available under the company’s profile on SEDAR+ and on the U.S. Securities and Exchange Commission’s EDGAR system. The company also furnishes news releases and material change reports on Form 6‑K as a foreign issuer.