[PRESS RELEASE] – MIAMI, Aug. 29, 2025 – AYR Well-Being Inc., with its affiliated and subsidiary companies (collectively “the company”), a leading vertically-integrated multistate cannabis operation, have executed a definitive senior unsecured bridge term loan (the “bridgecredit agreement”) which provides the company up to US$50 millions of committed financing to support its ongoing operations as well as to facilitate an orderly transition to its core business according to the previously announced restructuring agreement (RSA), dated July 30, 2020.
Acquiom Agent Services LLC as agent administrative and collateral (the “agent”) and certain AYR subordinates as guarantors entered into a bridge credit contract with CSAC Holdings Inc. (“the borrower”) and an indirect, wholly-owned subsidiary (the collectively, “lenders”) of AYR.
Scott Davido Interim CEO of AYR said, “Execution is the latest milestone of our ongoing restructuring and a key step in securing funding to advance our plan for restructuring, protect operations and preserve value of core assets in the interest of all stakeholders.” We appreciate our noteholders’ continued support and are looking forward to the closing of the sale contemplated in the RSA.
The “bridge credit agreement” provides a multi-draw secured senior term loan facility with an aggregate principal of US $50,000,000 (the “bridge facilities”). The bridge credit agreement is composed of two tranches (TrancheA and TrancheB) as well as a delayed-draw term loan (TrancheA). The bridge facility will be guaranteed by AYR Wellness Holdings LLC, and any direct or indirect subsidiary of the borrower.
The proceeds from the Tranche A loans will be used by AYR to finance working capital, general corporate needs and to cover the costs of a sale transaction as defined below. Tranche B proceeds will finance a court-supervised liquidation of non-core assets of the company, under a budget approved in writing also by required lenders.
This fridge is backed by any assets that the borrower, guarantors or both have acquired in the past and/or future. The liens are ranked. pari passu The bridge loan was secured by the liens securing AYR’s outstanding senior-secured notes pursuant to a concurrent agreement between equal priority intercreditors. It is senior to any unsecured debt, and it is not convertible in equity except for the conditions described below.
The interest on loans made under the bridge facility is 14% annually, and the capitalization occurs at the end of the calendar month. Tranche A’s maturity is determined by the earliest of (i) the 60-day period following the date of closing, (ii), Nov. 16 2025 or (iii), certain customary events that accelerate maturity tied to the transaction of sale or default events.
Tranche B loan maturity is the later of: (i), 95 days following the conclusion of the credit bid sale pursuant to article 9 of Uniform Commercial Code, (the “sale transactions”); (ii), Feb. 19, 2020. The bridge facility is subject to the usual acceleration of all obligations upon default.
A commitment premium equivalent to 10% is also payable by the bridge facility, as well as an exit premium, equal to another 10%. Finally, a backstop fee equal to 15% will be paid to selected backstop parties. All premiums will be fully earned upon closing. Payments in kind are due and payable. At the lender’s discretion, the equity of the post-sale company may also exchanged.
The agreement includes the usual affirmative and negative covenants. These include requirements for maintaining cannabis licenses and restrictions on further indebtedness. A minimum US$17,5 million liquidity covenant is required of the company. This requirement will be tested on a weekly basis.
Defaults under the Bridge Facility include among others, failures to make payments, breaches of covenants, defaults in multiple areas, events of insolvency, changes of control, events of termination under the RSA and failures to meet specific restructuring milestones.
The purchaser of the core business will issue a senior secured “take-back” term facility on the date the transaction is completed.