AYR Wellness Hands Off Three More States to Arboretum

MIAMI – AYR Wellness Inc. has completed the transfer of its Cannabis operations in Florida, New Jersey, and Nevada to wholly-owned subsidiaries of Arboretum Bidco LLC, the entity established by its senior secured noteholders to receive the company’s core assets under a restructuring support agreement that has been unfolding since the summer of 2025.

The Florida operations have been transferred into Arboretum Florida LLC and related entities, New Jersey into Arboretum New Jersey LLC, and Nevada into Arboretum Nevada LLC. All requisite state regulatory approvals were obtained before the closings. Arboretum, which intends to operate under the trade name “Ayr Wellness,” was established as the designated purchaser under the Master Purchase Agreement dated November 14, 2025.

The transfer of these three states follows the April closing of AYR’s Virginia operations, which marked the first state-specific closing under the Master Purchase Agreement and the concurrent initial funding of a new $275 million senior secured Exit Facility with Arboretum. The Exit Facility carries a 13% annual interest rate and is backed by Millstreet Capital Management LLC.

Florida has been a key component of the deal. At the time of restructuring discussions, AYR operated 66 medical Cannabis dispensaries in the state. New Jersey, by comparison, contributed three adult-use retail locations, and Nevada, where the company had also announced worker layoffs, rounded out the trifecta now handed over. Those assets now sit under the new structure, where lenders receive equity in Arboretum Investments LLC in exchange for debt relief.

The transfers allow day-to-day operations to continue with minimal disruption for customers and staff in those markets. AYR’s remaining corporate entity advances its wind-down under court oversight in British Columbia. Other states may follow as approvals come through.

The transaction highlights ongoing pressures in the Cannabis sector. High debt loads, uneven state progress on adult-use markets, and capital constraints have forced several MSOs to restructure or consolidate. In AYR’s case, the senior noteholders have effectively taken control to preserve value in stronger markets while exiting others earlier.

The AYR story is something of a case study in how quickly fortunes can shift in the industry still navigating regulatory fragmentation, capital scarcity, and margin pressure. Arboretum picking up the operational pieces under the AYR Wellness name suggests the brand retains enough market value to carry forward, but the company that built it will cease to exist in its current form.

What emerges from this restructuring will be a leaner, creditor-owned operation, stripped of the debt load that ultimately proved fatal to the original corporate structure. That may well be the most honest reflection of where the U.S. Cannabis industry stands right now: viable businesses, unsustainable balance sheets.