UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-3
(Amendment No. 2)
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
AYR Wellness Inc.
(Name of Applicants)*
2601 South Bayshore Drive, Suite 900
Miami, Florida 33133
(Address of Principal Executive Offices)
SECURITIES TO BE ISSUED UNDER THE
INDENTURE TO BE QUALIFIED
| Title of Class | Amount | |
| 13% Senior Secured Notes due December 10, 2026 | $243,250,000 |
Approximate date of proposed public offering:
On the Effective Date under the Plan (as defined herein) or as soon as practicable thereafter.
| Name and registered address of agent for service: C T Corporation System 1015 15th Street N.W., Suite 1000 Washington, DC 20005 (202) 572-3100 |
With copies to: Merritt S. Johnson Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 |
The Applicants hereby amend this Application for Qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this Application for Qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939 (the “Trust Indenture Act”), may determine upon the written request of the Applicants.
| * | The Guarantors and Issuer listed on the Form T-3 are also included in this Application as Applicants. |
EXPLANATORY NOTE
This Amendment No. 2 to Form T-3 (this “Amendment”) is being filed on behalf of AYR Wellness Inc. (the “Parent Guarantor”), Ayr Wellness Canada Holdings Inc. (the “Issuer”) and the Parent Guarantors’ wholly owned subsidiaries (together with the Parent Guarantor and the Issuer, the “Applicants”). This Amendment is being filed solely to file Exhibit 25.1 filed herewith and to update the Index to Exhibits. This Amendment is not intended to amend or delete any other part of the Applicants’ Application for Qualification (the “Application”). All other information in the Application is unchanged and has been omitted from this Amendment.
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INDEX TO EXHIBITS
| Exhibit No. | Description | |
| Exhibit T3A-1* | Certificate of Incorporation and Notice of Articles of AYR Wellness Inc. | |
| Exhibit T3A-2* | Articles of Incorporation of Ayr Wellness Canada Holdings Inc. | |
| Exhibit T3A-3* | Articles of Organization of 242 Cannabis, LLC | |
| Exhibit T3A-4* | Articles of Organization of AYR NJ, LLC | |
| Exhibit T3A-5* | Articles of Organization of AYR Ohio LLC | |
| Exhibit T3A-6* | Articles of Organization of AYR Wellness Holdings LLC | |
| Exhibit T3A-7* | Certificate of Formation of AYR Wellness NJ, LLC | |
| Exhibit T3A-8* | Articles of Organization of BP Solutions LLC | |
| Exhibit T3A-9* | Articles of Organization of Cannapunch of Nevada LLC | |
| Exhibit T3A-10* | Certificate of Formation of CannTech PA, LLC | |
| Exhibit T3A-11* | Amended and Restated Articles of Incorporation of CSAC Acquisition AZ Corp. | |
| Exhibit T3A-12* | Articles of Organization of CSAC Acquisition Connecticut LLC | |
| Exhibit T3A-13* | Articles of Incorporation of CSAC Acquisition FL Corp. | |
| Exhibit T3A-14* | Amended and Restated Articles of Incorporation of CSAC Acquisition IL Corp. | |
| Exhibit T3A-15* | Articles of Incorporation of CSAC Acquisition IL II Corp. | |
| Exhibit T3A-16* | Articles of Incorporation of CSAC Acquisition Inc. | |
| Exhibit T3A-17* | First Certificate of Amendment to the Articles of Incorporation of CSAC Acquisition Inc. | |
| Exhibit T3A-18* | Second Certificate of Amendment to the Articles of Incorporation of CSAC Acquisition Inc. | |
| Exhibit T3A-19* | Articles of Incorporation of CSAC Acquisition MA Corp. | |
| Exhibit T3A-20* | Amended and Restated Articles of Incorporation of CSAC Acquisition MA II Corp. | |
| Exhibit T3A-21* | Amended and Restated Articles of Incorporation of CSAC Acquisition NJ Corp. | |
| Exhibit T3A-22* | Articles of Incorporation of CSAC Acquisition NV Corp. | |
| Exhibit T3A-23* | Certificate of Incorporation of CSAC Acquisition NY Corp. | |
| Exhibit T3A-24* | Amended and Restated Articles of Incorporation of CSAC Acquisition PA Corp. | |
| Exhibit T3A-25* | Articles of Incorporation of CSAC Acquisition PA II Corp. | |
| Exhibit T3A-26* | Certificate of Formation of CSAC Acquisition TX Corp. | |
| Exhibit T3A-27* | Articles of Incorporation of CSAC Holdings Inc. | |
| Exhibit T3A-28* | Articles of Organization of CSAC LLC | |
| Exhibit T3A-29* | Articles of Organization of CSAC Ohio, LLC | |
| Exhibit T3A-30* | Certificate of Organization of Cultivauna, LLC | |
| Exhibit T3A-31* | Articles of Merger of DFMMJ Investments, LLC | |
| Exhibit T3A-32* | Certificate of Organization of DocHouse, LLC | |
| Exhibit T3A-33* | Articles of Organization of DWC Investments, LLC | |
| Exhibit T3A-34* | Certificate of Organization of Eskar LLC | |
| Exhibit T3A-35* | Articles of Organization of Green Light Holdings LLC | |
| Exhibit T3A-36* | Articles of Organization of Green Light Management, LLC | |
| Exhibit T3A-37* | Articles of Organization of Herbal Remedies Dispensaries, LLC | |
| Exhibit T3A-38* | Articles of Incorporation of Klymb Project Management, Inc. | |
| Exhibit T3A-39* | Articles of Organization of Kynd-Strainz LLC | |
| Exhibit T3A-40* | Articles of Organization of Land of Lincoln Dispensary LLC |
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| Exhibit No. | Description | |
| Exhibit T3A-41* | Articles of Organization of Lemon Aide LLC | |
| Exhibit T3A-42* | Articles of Organization and Articles of Merger of Livfree Wellness LLC | |
| Exhibit T3A-43* | Articles of Organization of Mercer Strategies FL, LLC | |
| Exhibit T3A-44* | Articles of Organization of Mercer Strategies MA, LLC | |
| Exhibit T3A-45* | Articles of Organization of Mercer Strategies PA, LLC | |
| Exhibit T3A-46* | Certificate of Organization of PA Natural Medicine LLC | |
| Exhibit T3A-47* | Certificate of Name Change of PA Natural Medicine LLC | |
| Exhibit T3A-48* | Articles of Organization of Parker RE MA, LLC | |
| Exhibit T3A-49* | Articles of Organization of Parker RE PA, LLC | |
| Exhibit T3A-50* | Articles of Organization of Parker Solutions FL, LLC | |
| Exhibit T3A-51* | Articles of Organization of Parker Solutions IL, LLC | |
| Exhibit T3A-52* | Articles of Organization of Parker Solutions MA, LLC | |
| Exhibit T3A-53* | Certificate of Formation of Parker Solutions NJ LLC | |
| Exhibit T3A-54* | Articles of Organization of Parker Solutions OH, LLC | |
| Exhibit T3A-55* | Articles of Organization of Parker Solutions PA, LLC | |
| Exhibit T3A-56* | Articles of Organization of Sira Naturals, Inc. | |
| Exhibit T3A-57* | Amendment to Articles of Organization of Sira Naturals, Inc. | |
| Exhibit T3A-58* | Articles of Entity Conversion of Sira Naturals, Inc. | |
| Exhibit T3A-59* | Articles of Incorporation of Tahoe Capital Company | |
| Exhibit T3A-60* | Articles of Organization of Tahoe Hydroponics Company, LLC | |
| Exhibit T3A-61* | Amendment to Articles of Organization of Tahoe Hydroponics Company, LLC | |
| Exhibit T3A-62* | Articles of Organization of Tahoe-Reno Botanicals, LLC | |
| Exhibit T3A-63* | Articles of Organization of Tahoe-Reno Extractions, LLC | |
| Exhibit T3B-1* | Bylaws of AYR Wellness Inc. | |
| Exhibit T3B-2* | Bylaws of Ayr Wellness Canada Holdings Inc. | |
| Exhibit T3B-3* | Amended and Restated Operating Agreement of 242 Cannabis, LLC | |
| Exhibit T3B-4* | Operating Agreement of AYR NJ, LLC | |
| Exhibit T3B-5* | Operating Agreement of AYR Ohio LLC | |
| Exhibit T3B-6* | Operating Agreement of AYR Wellness Holdings LLC | |
| Exhibit T3B-7* | Amended and Restated Operating Agreement of AYR Wellness NJ, LLC | |
| Exhibit T3B-8* | Amended and Restated Operating Agreement of BP Solutions LLC | |
| Exhibit T3B-9* | Amended and Restated Operating Agreement of Cannapunch of Nevada LLC | |
| Exhibit T3B-10* | Amended and Restated Operating Agreement of CannTech PA, LLC | |
| Exhibit T3B-11* | Bylaws of CSAC Acquisition AZ Corp. | |
| Exhibit T3B-12* | Operating Agreement of CSAC Acquisition Connecticut LLC | |
| Exhibit T3B-13* | Bylaws of CSAC Acquisition FL Corp. | |
| Exhibit T3B-14* | Bylaws of CSAC Acquisition IL Corp. | |
| Exhibit T3B-15* | Bylaws of CSAC Acquisition IL II Corp. | |
| Exhibit T3B-16* | Bylaws of CSAC Acquisition Inc. | |
| Exhibit T3B-17* | Bylaws of CSAC Acquisition MA Corp. | |
| Exhibit T3B-18* | Bylaws of CSAC Acquisition MA II Corp. | |
| Exhibit T3B-19* | Bylaws of CSAC Acquisition NJ Corp. | |
| Exhibit T3B-20* | Bylaws of CSAC Acquisition NV Corp. |
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| Exhibit No. | Description | |
| Exhibit T3B-21* | Bylaws of CSAC Acquisition NY Corp. | |
| Exhibit T3B-22* | Bylaws of CSAC Acquisition PA Corp. | |
| Exhibit T3B-23* | Bylaws of CSAC Acquisition PA II Corp. | |
| Exhibit T3B-24* | Bylaws of CSAC Acquisition TX Corp. | |
| Exhibit T3B-25* | Bylaws of CSAC Holdings Inc. | |
| Exhibit T3B-26* | Operating Agreement of CSAC LLC | |
| Exhibit T3B-27* | Operating Agreement CSAC Ohio, LLC | |
| Exhibit T3B-28* | Amended and Restated Operating Agreement of Cultivauna, LLC | |
| Exhibit T3B-29* | Amended and Restated Operating Agreement of DFMMJ Investments, LLC | |
| Exhibit T3B-30* | Amended and Restated Operating Agreement of DocHouse, LLC | |
| Exhibit T3B-31* | Second Amended and Restated Operating Agreement of DWC Investments, LLC | |
| Exhibit T3B-32* | Amended and Restated Operating Agreement of Eskar LLC | |
| Exhibit T3B-33* | Amended and Restated Operating Agreement of Green Light Holdings LLC | |
| Exhibit T3B-34* | Amended and Restated Operating Agreement of Green Light Management, LLC | |
| Exhibit T3B-35* | Amended and Restated Operating Agreement of Herbal Remedies Dispensaries, LLC | |
| Exhibit T3B-36* | Bylaws of Klymb Project Management, Inc. | |
| Exhibit T3B-37* | Second Amended and Restated Operating Agreement of Kynd-Strainz LLC | |
| Exhibit T3B-38* | Operating Agreement of Land of Lincoln Dispensary LLC | |
| Exhibit T3B-39* | Second Amended and Restated Operating Agreement of Lemon Aide LLC | |
| Exhibit T3B-40* | Amended and Restated Operating Agreement of Livfree Wellness LLC | |
| Exhibit T3B-41* | Operating Agreement of Mercer Strategies FL, LLC | |
| Exhibit T3B-42* | Operating Agreement of Mercer Strategies MA, LLC | |
| Exhibit T3B-43* | Operating Agreement of Mercer Strategies PA, LLC | |
| Exhibit T3B-44* | Amended and Restated Operating Agreement of PA Natural Medicine LLC | |
| Exhibit T3B-45* | Operating Agreement of Parker RE MA, LLC | |
| Exhibit T3B-46* | Operating Agreement of Parker RE PA, LLC | |
| Exhibit T3B-47* | Operating Agreement of Parker Solutions FL, LLC | |
| Exhibit T3B-48* | Operating Agreement of Parker Solutions IL, LLC | |
| Exhibit T3B-49* | Operating Agreement of Parker Solutions MA, LLC | |
| Exhibit T3B-50* | Operating Agreement of Parker Solutions NJ LLC | |
| Exhibit T3B-51* | Operating Agreement of Parker Solutions OH, LLC | |
| Exhibit T3B-52* | Operating Agreement of Parker Solutions PA, LLC | |
| Exhibit T3B-53* | Amended and Restated Bylaws of Sira Naturals, Inc. | |
| Exhibit T3B-54* | Amendment No. 1 to the Amended and Restated Bylaws of Sira Naturals, Inc. | |
| Exhibit T3B-55* | Bylaws of Tahoe Capital Company | |
| Exhibit T3B-56* | Amended and Restated Operating Agreement of Tahoe Hydroponics Company, LLC | |
| Exhibit T3B-57* | Second Amended and Restated Operating Agreement of Tahoe-Reno Botanicals, LLC | |
| Exhibit T3B-58* | Second Amended and Restated Operating Agreement of Tahoe-Reno Extractions, LLC | |
| Exhibit T3C* | Form of Amended and Restated Trust Indenture among AYR Wellness Inc., as parent guarantor, AYR Wellness Canada Holdings Inc., as issuer and Odyssey Trust Company, as Trustee (included in Exhibit T3E-3 hereto) | |
| Exhibit T3D-1* | Interim Order of the Court | |
| Exhibit T3D-2** | Final Order of the Court |
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| Exhibit No. | Description | |
| Exhibit T3E-1* | Letter of Transmittal for Registered Holders of 12.50% Senior Secured Notes Due December 10, 2024 of AYR Wellness Inc. | |
| Exhibit T3E-2* | Letter to the Shareholders of AYR Wellness Inc. | |
| Exhibit T3E-3* | Management Information Circular of AYR Wellness Inc. and Ayr Wellness Canada Holdings Inc. for Holders of 12.50% Senior Secured Notes due December 10, 2024 to Consider a Proposed Plan of Arrangement | |
| Exhibit T3F* | Cross reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act (included in Exhibit T3E-3 hereto) | |
| Exhibit 25.1 | Statement of eligibility and qualification of the Trustee on Form T-6. |
| * | Previously filed. |
| ** | To be filed by amendment. |
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SIGNATURES
Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant below, a corporation organized and existing under the laws of Canada, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on November 28, 2023.
AYR Wellness Inc.
| Attest: | /s/ Brad Asher | By: | /s/ Jonathan Sandelman | |||
| Name: | Brad Asher | Name: | Jonathan Sandelman | |||
| Title: | Chief Financial Officer | Title: | Executive Chair | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant below, a corporation organized and existing under the laws of Canada, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on November 28, 2023.
Ayr Wellness Canada Holdings Inc.
| Attest: | /s/ Brad Asher | By: | /s/ Charles Miles | |||
| Name: | Brad Asher | Name: | Charles Miles | |||
| Title: | Chief Financial Officer and Secretary | Title: | Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the undersigned Guarantors have duly caused this application to be signed on their behalf by the undersigned, thereunto duly authorized:
242 Cannabis LLC
AYR NJ LLC
AYR Wellness Holdings LLC
DFMMJ Investments LLC d/b/a AYR
Eskar LLC
Tahoe Hydroponics Company, LLC
AYR Ohio LLC
AYR Wellness NJ LLC
BP Solutions LLC
Cannapunch of Nevada LLC
Cultivauna, LLC d/b/a Levia
DWC Investments, LLC
Green Light Holdings, LLC
Green Light Management, LLC
Herbal Remedies Dispensaries, LLC
Kynd-Strainz LLC
Lemon Aide LLC
LivFree Wellness LLC
PA Natural Medicine LLC
Tahoe-Reno Botanicals, LLC
Tahoe-Reno Extractions, LLC
| Attest: | /s/ Charles Miles | By: | /s/ Jonathan Sandelman | |||
| Name: | Charles Miles | Name: | Jonathan Sandelman | |||
| Title: | Manager | Title: | Manager | |||
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CannTech PA, LLC
| Attest: | /s/ Joyce Johnson | By: | /s/ Marla Bowie | |||
| Name: | Joyce Johnson | Name: | Marla Bowie | |||
| Title: | Manager and Vice President | Title: | Manager and President | |||
CSAC Acquisition AZ Corp.
CSAC Acquisition IL II Corp.
CSAC Acquisition MA Corp.
CSAC Acquisition NY Corp.
CSAC Acquisition TX Corp.
Klymb Project Management, Inc.
CSAC Acquisition FL Corp.
CSAC Acquisition IL Corp.
CSAC Acquisition MA II Corp.
CSAC Acquisition NV Corp.
Tahoe Capital Company
CSAC Acquisition NJ Corp.
CSAC Acquisition Inc.
CSAC Holdings Inc.
CSAC Ohio, LLC
Mercer Strategies FL, LLC
Mercer Strategies PA, LLC
Parker RE MA, LLC
Parker RE PA, LLC
Parker Solutions IL, LLC
Parker Solutions NJ, LLC
Parker Solutions OH, LLC
Parker Solutions PA, LLC
| Attest: | /s/ Charles Miles | By: | /s/ Jonathan Sandelman | |||
| Name: | Charles Miles | Name: | Jonathan Sandelman | |||
| Title: | Director | Title: | Director | |||
CSAC Acquisition Connecticut LLC
| Attest: | /s/ Paul Fisher | By: | /s/ Brad Asher | |||
| Name: | Paul Fisher | Name: | Brad Asher | |||
| Title: | Vice President of Sole Member | Title: | Manager | |||
CSAC Acquisition PA Corp.
CSAC Acquisition PA II Corp.
CSAC LLC
| Attest: | /s/ Paul Fisher | By: | /s/ Jonathan Sandelman | |||
| Name: | Paul Fisher | Name: | Jonathan Sandelman | |||
| Title: | Vice President of Sole Member | Title: | President | |||
DocHouse LLC
| Attest: | /s/ Paul Fisher | By: | /s/ Jonathan Sandelman | |||
| Name: | Paul Fisher | Name: | Jonathan Sandelman | |||
| Title: | Vice President of Sole Member | Title: | Manager | |||
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Land of Lincoln Dispensary LLC
| Attest: | /s/ Brad Asher | By: | /s/ Jonathan Sandelman | |||
| Name: | Brad Asher | Name: | Jonathan Sandelman | |||
| Title: | Chief Financial Officer of Sole Member | Title: | Executive Chair of Sole Member | |||
Mercer Strategies MA, LLC
Parker Solutions FL, LLC
| Attest: | /s/ Charles Miles | By: | /s/ Jonathan Sandelman | |||
| Name: | Charles Miles | Name: | Jonathan Sandelman | |||
| Title: | Director of Sole Member | Title: | Director of Sole Member | |||
Parker Solutions MA, LLC
| Attest: | /s/ Louis F. Karger | By: | /s/ Jonathan Sandelman | |||
| Name: | Louis F. Karger | Name: | Jonathan Sandelman | |||
| Title: | Director of Sole Member | Title: | Director of Sole Member | |||
Sira Naturals, Inc.
| Attest: | /s/ Louis F. Karger | By: | /s/ Jonathan Sandelman | |||
| Name: | Louis F. Karger | Name: | Jonathan Sandelman | |||
| Title: | Director | Title: | Director | |||
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