AYR Wellness reports first Ohio transfer to noteholder buyer
State approvals cleared the Oct. 1 transfer of certain Ohio operations; AYR disclosed no cash proceeds or debt relief figure.
Theo Marchetti
Ohio's required state approvals cleared the first transfer of certain cannabis operations to a creditor-backed buyer by Oct. 1, according to the closing announcement. AYR Wellness Inc. CNSXAYR.A OTCMKTSAYRWF said the Ohio closing was its first transfer in the state under a Nov. 14, 2025 master purchase agreement.
Arboretum Bidco LLC, the recipient, was established by AYR's senior secured noteholders. It plans to operate under the Ayr Wellness name, while the listed parent is pursuing liquidation and wind-down through Canadian creditor proceedings, according to AYR's April 10 restructuring release. The Ohio announcement says only that certain operations moved, leaving the scope of the first transfer open.
The Oct. 1 release gives no cash proceeds, value for the Ohio assets, or amount of debt satisfied at this closing. It does not count the licences transferred. Without those figures, the notice does not establish a measurable improvement in liquidity at the existing public company or a precise reduction in its obligations.
A share reaction is also difficult to measure. The CNSXAYR.A showed C$0.16 as of June 5 at 3:45 p.m. EDT, well before the closing. The OTCMKTSAYRWF rounded the OTC price to US$0.00 as of Oct. 2 at 12:48 p.m. EDT, which cannot support a meaningful percentage move.
Notes and Bridge Debt Move State by State
The Nov. 14, 2025 master purchase agreement says AYR was in default on its senior secured notes when the creditor transaction was arranged. Its recitals describe asset sales and a Canadian proceeding under the Companies' Creditors Arrangement Act to wind down the listed parent.
AYR's April 10 release said remaining senior secured notes would be satisfied and exchanged for equity in Arboretum Investments LLC as later state closings occurred. Portions of Tranche A of an existing US$50 million bridge facility were also to roll into successor financing state by state. The Ohio statement supplies no figure for either obligation at this closing.
The successor's US$275 million senior secured exit facility carries 13 per cent annual interest, permits payment in kind for its first 24 months and matures five years after initial funding, AYR said on April 10. The Oct. 1 announcement does not identify a draw from that facility as cash consideration for the Ohio transfer.
"All requisite state regulatory approvals for the transfer of the Ohio operations were obtained prior to the closing," AYR said in its Oct. 1 release.
The Ayr retail website listed five Ohio dispensaries in Dayton, Goshen, Woodmere, Streetsboro and Niles when checked on Oct. 2. AYR did not say which stores, cultivation assets or licences changed hands in the first Ohio transfer; the five-store count therefore cannot be treated as the number transferred.
AYR said it had previously transferred its Virginia, Florida, New Jersey and Nevada operations to Arboretum. The company did not assign a date to any remaining state transfer in the Ohio notice.
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The Oct. 1 Ohio closing establishes that the required state approvals had been obtained for this first transfer. AYR set no date for another Ohio closing and disclosed no Ohio-specific debt settlement figure.
