Miami-based multistate operator Ayr Wellness is entering the endgame of a months-long restructuring: following an Article 9 public foreclosure auction on November 10, 2025, the company’s senior noteholders won with a credit bid and are moving to acquire Ayr’s core assets and subsidiary equity in Florida, New Jersey, Nevada, Ohio, Massachusetts, Pennsylvania and Virginia through a newly formed vehicle. Ayr simultaneously said it has initiated the sale of core assets to its senior lenders, formalizing the handoff of control.
Why Miami Matters in This Story
Ayr’s corporate headquarters are in downtown Miami (25 SE 2nd Ave), and Florida has long been the company’s anchor market by store count and cultivation scale. Earlier this year, Ayr opened Miami’s first medical cannabis dispensary within city limits (Midtown) and touted 67+ Florida dispensaries at that time, underscoring the strategic weight of South Florida in Ayr’s portfolio. The company also launched flower from its first indoor cultivation facility in Florida in October, aiming to lift quality and pricing power. Those “core” Florida assets are part of what the lenders are now set to control.
Timeline: From Debt Crunch to Auction
- Feb 2024 — Ayr completes a court-approved plan of arrangement and debt exchange to extend maturities, but still faces a significant 2026 debt wall.
- Mar 6, 2025 — FY2024 results: Ayr reports 97 stores across eight states, but the capital structure remains heavy.
- Feb & Aug 2025 (Florida footprint) — The company highlights Miami-Midtown as the first medical dispensary inside Miami city limits and notes an in-state fleet in the mid-60s of stores. READ MORE: GlobeNewswire
- Jul 30, 2025 — Ayr signs a Restructuring Support Agreement (RSA) with senior noteholders: plan includes an Article 9 sale of “core assets,” a $50M bridge facility at 14%, and potential wind-down of remaining operations after the sale.
- Aug 29–Sept 9, 2025 — Company executes the bridge term loan to fund operations and transition under the RSA.
- Oct 13, 2025 — Ayr commences Article 9 proceedings contemplated by the RSA.
- Nov 10–11, 2025 — Public auction is held; lenders’ credit bid prevails and Ayr initiates the sale of core assets to its senior lenders.
What’s Being Sold — and to Whom?
Per Ayr and market summaries, the “core collateral assets” include operating subsidiaries and licenses in Florida, New Jersey, Nevada, Ohio, Massachusetts, Pennsylvania and Virginia. The senior noteholders will take ownership through a new acquisition vehicle, effectively swapping their debt claims for equity in the go-forward operating platform. Non-core remnants could be wound down under state law post-sale.
For Miami/South Florida, that means the dispensary network and cultivation assets that defined Ayr’s presence here would be controlled by the lender-backed newco, not legacy Ayr equity holders. Operating continuity is the stated goal, but branding, staffing, and assortment could evolve as the new owners rationalize the footprint.
What Likely Drove the Restructuring
1) Heavy leverage and looming maturities. Despite 2024 liability extensions, Ayr still carried hundreds of millions in debt due in 2026, prompting the summer 2025 RSA to avoid a disorderly default.
2) Persistent losses and cash burn. Media tallied ~$134 million in 2024 losses amid price compression and tough operating conditions; MJBizDaily cited $161 million in 2024 losses on $463.6 million in revenue, capturing the magnitude of the earnings gap.
3) Sector headwinds. U.S. cannabis MSOs have faced wholesale price pressure, constrained capital markets, and punitive federal tax treatment (IRC §280E)—a trio that squeezes margins and limits refinancing options. Ayr’s $50M bridge loan at 14% highlights the cost of capital problem even for scaled operators.
4) Footprint complexity. Ayr expanded quickly (Florida to ~64–67 stores by late 2023–early 2025), then had to juggle capex for new facilities (e.g., Florida indoor grow) and operating losses in select markets (e.g., a Connecticut store closure amid restructuring). Complexity magnified working-capital strain.
How the Auction Outcome Affects Florida Shoppers
Day-to-day retail operations should continue, according to the company’s RSA and auction notices, as the lender group steps in as owner and seeks to preserve value. South Florida patients likely will not see immediate store closures due solely to the change in ownership; however, assortment resets, promotional changes, and behind-the-scenes supply chain shifts are common when lenders take the reins. Watch for product standardization and pricing moves as the new owners push for faster cash generation and margin recovery.
For Miami, the Midtown dispensary and any nearby locations remain strategically important: urban density, tourism, and brand visibility make the city a showcase market. The indoor cultivation launched in October suggests the lender-owned platform may emphasize quality-led differentiation in Florida to support price and loyalty.
Nationwide Ripples
- Wind-downs and sales in other states. The RSA contemplated state-law wind-downs of remaining, non-core pieces after the asset sale closes. Markets such as New Jersey, Nevada, Ohio, Massachusetts, Pennsylvania and Virginia are directly implicated in the transfer, with Connecticut already seeing a store closure unrelated to the auction outcome but reflective of the broader retrenchment. READ MORE: New Cannabis Ventures
- Precedent for creditor ownership. Ayr joins a growing list of cannabis operators where debt holders convert to control via structured foreclosures or reorganizations, a dynamic to watch across the MSO landscape if capital markets remain tight and federal relief (e.g., 280E fixes) stays uncertain. READ MORE: MJBizDaily
What Comes Next
Closing mechanics will follow the Article 9 process: document finalization, regulatory notifications and approvals where required, and operational transition to the lender-owned entity. Given how central Florida is to cash flow, expect the new owners to stabilize Miami/South Florida first, lean into indoor-grown flower and high-throughput stores, and prune any underperforming sites. Future branding—whether AYR persists or transitions—will depend on licensing and marketing strategy under the new governance. READ MORE: Stock Titan
Note: Transaction closing and asset transfers remain subject to customary approvals and state-level regulatory requirements. For the latest status, monitor Ayr’s investor relations updates and state cannabis regulatory notices. WEBSITE: Ayr Wellness Inc.