Restructuring

Weil advised AYR Wellness Inc. (CSE: AYR.A, OTCQX: AYRWF), a vertically-integrated, U.S. multi-state cannabis business, in connection with a series of restructuring transactions, including an exchange of all of AYR’s outstanding 12.5% Senior Notes due 2024 (2024 Notes) for new 13% senior secured notes due 2026 in an aggregate amount of $243 million (New 2026 Notes), implemented pursuant to a plan of arrangement under the Canada Business Corporations Act, the extension of the maturity dates of approximately $90 million of debt obligations owed to sellers of businesses previously acquired by AYR, and amendments to earn-out payment terms relating to AYR’s prior acquisition of its New Jersey business that significantly reduced dilution to AYR’s shareholders. The transactions were completed on February 7, 2024. A portion of the transactions were implemented pursuant to a support agreement signed on October 31, 2023 with holders of over 75% of the 2024 Notes, and consisted of, in addition to the exchange of the 2024 Notes for New 2026 Notes, the issuance of (a) an additional $50 million aggregate principal amount of 13% senior notes due 2026, (b) approximately 29 million common shares to holders of 2024 Notes, and (c) approximately 23 million anti-dilutive warrants to AYR’s shareholders.

The Weil team was comprised of a Restructuring team led by Restructuring Co-Chair Ray C. Schrock, partner David J. Cohen, counsel Stephanie N. Morrison and associate Loren Findlay; a Capital Markets team led by partner Merritt S. Johnson and associates Michael F. Cremers, Emma D. McBride, Julia Yu and Lidia Kurganova; and a Banking & Financing team led by partner Vynessa Nemunaitis, counsel Veronica Bonhamgregory and associates Kayley Bacigalupo and Angela Estrada.