[PRESS RELEASE] – MIAMI, Aug. 29, 2025 – AYR Wellness Inc., at the side of its associates and subsidiaries (jointly the “corporate”), a number one vertically built-in multistate hashish operator, done a definitive senior secured bridge time period mortgage settlement (the “bridge credits settlement”), which can give you the corporate with as much as US$50 million of dedicated investment to reinforce ongoing operations and to facilitate the orderly transition of its core industry based on the up to now introduced restructuring reinforce settlement (RSA) dated July 30, 2025.
The bridge credits settlement was once entered into amongst CSAC Holdings Inc. (the “borrower”), an oblique wholly-owned subsidiary of AYR, the lenders birthday celebration thereto (jointly, the “lenders”), Acquiom Company Products and services LLC as administrative agent and collateral agent (the “agent”), and likely AYR subsidiaries as guarantors.
“Execution of the bridge credits settlement is the newest milestone in our ongoing restructuring effort and a pivotal step in securing the investment had to advance our restructuring plan, safeguard operations, and maintain the price of our core property for the advantage of our stakeholders,” AYR Period in-between CEO Scott Davido stated. “We recognize the ongoing reinforce of our noteholders and sit up for final the sale transaction pondered through the RSA.”
The bridge credits settlement supplies for a multiple-draw senior secured time period mortgage facility in an combination most important quantity of as much as US $50 million (the “bridge facility”). The bridge facility is created from preliminary time period loans (Tranche A and Tranche B) and not on time draw time period loans (Tranche A). The bridge facility is assured through AYR Wellness Holdings LLC and all direct and oblique subsidiaries of the borrower (jointly, the “guarantors”).
AYR will use proceeds of the Tranche A mortgage to fund operating capital and basic company functions based on a 13-week cash-flow funds licensed in writing through lenders protecting no less than a majority of the mixture commitments below the bridge facility (the “required lenders”), in addition to to pay bills of the sale transaction (as outlined beneath) and similar restructuring prices. Proceeds of the Tranche B loans will fund a court-supervised wind-down of the corporate’s non-core property, matter to a wind-down funds that is in a similar fashion required to be licensed in writing through the specified lenders.
The refrigerator facility is secured through all provide and long run obtained property of the borrower and guarantors. Those liens rank pari passu with the liens securing AYR’s exceptional senior secured notes, pursuant to an equal-priority intercreditor settlement entered into similtaneously with the bridge mortgage settlement. The bridge facility is another way senior to all unsecured indebtedness and, excluding as described beneath, isn’t convertible into fairness.
The loans below the bridge facility undergo pastime at a charge of 14% consistent with annum, payable in type (PIK) and capitalized at the final industry day of each and every calendar month. The adulthood of the Tranche A mortgage is the sooner of: (i) 60 days after the final date, (ii) Nov. 16, 2025, or (iii) positive different normal speeded up adulthood occasions tied to the sale transaction or occasions of default.
The Tranche B loans mature at the previous of: (i) 95 days after the consummation of the credit-bid sale below Article 9 of the Uniform Business Code (the “sale transaction”) and (ii) Feb. 19, 2026. All duties below the bridge facility are matter to normal acceleration upon an match of default.
As well as, the bridge facility supplies for a dedication top rate equivalent to ten% of the mixture commitments, an go out top rate equivalent to ten% of the mixture commitments, and a backstop top rate equivalent to fifteen% of the mixture commitments, payable to positive backstop events. All premiums are absolutely earned on final, payable in type, and, at each and every lender’s election, is also exchanged for fairness within the post-sale entity based on the RSA.
The bridge credits settlement accommodates normal affirmative and destructive covenants, together with necessities to care for hashish licenses, restrictions on further indebtedness, liens, asset gross sales and investments, in addition to weekly cash-flow reporting, variance checking out and milestone covenants. The corporate could also be matter to a minimal liquidity covenant of US$17.5 million, examined weekly.
Occasions of default below the bridge facility come with, amongst different issues, cost defaults, covenant breaches, cross-defaults, insolvency occasions, exchange of regulate, termination occasions below the RSA, and failure to satisfy specified restructuring milestones.
At the efficient date of the sale transaction, all exceptional most important and accumulated PIK pastime below the bridge facility will robotically roll, on a dollar-for-dollar foundation, into a brand new senior secured “take-back” time period facility to be issued through the buyer entity that acquires the corporate’s core industry during the Article 9 sale procedure pondered through the RSA.
