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New Money: The offering of New 2026 Additional Notes will provide the Corporation with U.S.$40 million of additional cash, which may be used to address the Corporation’s debt obligations or for other working capital purposes;
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Fiduciary Out: The Support Agreement provides the Corporation with a fiduciary out if it is able to enter into a transaction (including a refinancing) that would, when consummated, (i) result in a higher or better outcome for both the Corporation and holders of the Senior Notes; or (ii) repay in full in cash all obligations under the Senior Notes;
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Runway Extension: The Transaction provides the Corporation with at least an additional two years of runway to implement its business plan given the maturity extensions across the Senior Notes and certain Seller Notes;
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Fairness Opinion: The Special Committee obtained a fairness opinion from Koger Valuations Inc. (“Koger”) that concludes that, as of the date thereof, and subject to the qualifications set out therein, the Transaction, if implemented, is fair from a financial point of view to the Senior Noteholders and to AYR’s Shareholders;
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Failure to Complete the Transaction: If the Corporation’s debt maturities are not extended, the Corporation will more than likely face significant financial difficulties starting in mid-2024; and
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Court Approval: The Plan is subject to a determination of the Court that the terms of the Arrangement are fair and reasonable, both procedurally and substantively.
The Transaction is subject to a number of conditions precedent, including, among others, approval by the Court as described below and any required U.S. state regulatory approvals. Pending receipt of such approvals and satisfaction of all conditions precedent, the Corporation anticipates that completion of the Transaction will occur. Closing is currently targeted to occur by December 31, 2023, assuming the satisfaction or waiver of all closing conditions.
Following the delivery of notice of the Transaction to the Canadian Securities Exchange (the “CSE”) accompanied by a detailed outline of the Arrangement and proposed transactions thereunder, the CSE confirmed to the Corporation that the CSE does not require the approval of AYR’s shareholders to implement the Transaction.
CBCA Proceedings
On November 15, 2023, the Court granted an interim order (the “Interim Order”) pursuant to which the Corporation will hold a meeting of holders of Senior Notes (the “Senior Noteholders”) to consider and vote on the Plan. Shareholders are not eligible to attend the contemplated meeting.
If the contemplated arrangement resolution to approve the Transaction is passed at the meeting of Senior Noteholders, AYR and AYR Wellness Canada will be seeking a final order (the “Final Order”) from the Court in the CBCA Proceedings which will approve the Plan, authorize AYR to take all actions required to complete the Transaction and grant various other ancillary relief related to the Plan. The Final Order will also include a request to approve releases contemplated by the Plan in favour of Released Parties (as defined by the Plan) in respect of any claims related to the Transaction and the Senior Notes, among other things. The releases are described in further detail in the Plan and the Circular (as defined below). The hearing before the Court in respect of the Final Order is currently scheduled for December 19, 2023 at 10:00 a.m.
If you or your counsel wish to appear in the CBCA Proceedings, including in respect of the Final Order, you must file a notice of appearance with the Court and serve the notice of appearance on counsel for AYR and the Supporting Senior Noteholders as set out in the Interim Order.
Additional Materials
Copies of the Support Agreement, Management Information Circular in respect of the meeting of Senior Noteholders to approve the Transaction (the “Circular”), the Interim Order and related material are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. If you have further questions regarding the Transaction, we urge you to read the Circular and other available material in consultation with your tax, financial, legal or other professional advisors.
You may also contact AYR Investor Relations at:
Jon DeCourcey
Head of Investor Relations
T: (786) 885-0397
Email: ir@ayrwellness.com
Yours very truly,
(Signed) “Brad Asher”
Brad Asher
Chief Financial Officer and Secretary
AYR Wellness Inc.