Ayr Wellness Inc. (OTCQX: AYRWF) is buying Garden State Dispensary, officially known as GSD NJ in a deal valued at $101 million. Confirmation of the deal follows a Letter of Intent that was previously announced on December 22, 2020. The $101 million price tag includes $41 million in cash, $30 million in stock and $30 million in the form of promissory notes. The deal is expected to close in the third quarter of 2021.
“With its recent adoption of adult-use, New Jersey will be a leading force in the Northeast cannabis market. We look forward to serving the Garden State’s medical cannabis patients and working with the regulators to ensure a safe and robust roll-out of the adult-use program. We see an incredible opportunity to drive growth at retail with the introduction of our quality cannabis brands, expanded product offerings and exceptional in-store experience. Additionally, we see an excellent opportunity for wholesale growth given our planned cultivation expansion and past success at driving wholesale penetration in supply-constrained markets,” said Jonathan Sandelman, Chairman and Chief Executive Officer of Ayr.
Garden State Dispensary (GSD) is one of the 12 existing vertical license holders in the State of New Jersey and one of the state’s original six alternative treatment centers (ATCs). GSD has three open dispensaries, the largest retail footprint of any operator, at heavily trafficked highway locations throughout the central region of the state, as well as a 30,000 sq. ft. facility that houses the existing cultivation and production facilities in operation. An additional 75,000 sq. ft. is currently under construction. GSD currently employs 110 people, all of whom are expected to be retained by Ayr.
Total consideration pursuant to the Purchase Agreement of Earnout payments pursuant to the Purchase Agreement, based on exceeding certain target revenue thresholds following closing, will be capped at a maximum of $96.75 million and payable in a combination of cash, promissory notes and exchangeable shares. Including the maximum earnout consideration, the Company estimates this represents a forward multiple of approximately 4x 2022 adjusted EBITDA.