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Odyssey Trust Co. – ‘T-6’ on 11/28/23

On:  Tuesday, 11/28/23, at 4:03pm ET   ·   Accession #:  1104659-23-121645   ·   File #:  22-29111

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/28/23  Odyssey Trust Co.                 T-6                   13:141M                                   Toppan Merrill/FA

Application for a Determination of Eligibility to Act as a Trustee by a Foreign Entity   —   Form T-6   —   § 310(a)(1) – TIA’39

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: T-6         Application for a Determination of Eligibility to   HTML     62K 
                Act as a Trustee by a Foreign Entity                             
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML      8K 
 3: EX-1.2      Underwriting Agreement or Conflict Minerals Report  HTML      7K 
 4: EX-2        Plan of Acquisition, Reorganization, Arrangement,   HTML      7K 
                Liquidation or Succession                                        
 5: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     23K 
 6: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     10K 
 8: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML   1.95M 
 9: EX-8.2      Opinion of Counsel re: Tax Matters                  HTML   1.75M 
10: EX-8.3      Opinion of Counsel re: Tax Matters                  HTML   2.88M 
11: EX-8.4      Opinion of Counsel re: Tax Matters                  HTML   4.56M 
12: EX-8.5      Opinion of Counsel re: Tax Matters                  HTML    410K 
13: EX-99       Miscellaneous Exhibit                               HTML     16K 
 7: EX-7        Correspondence from an Accountant re: Non-Reliance  HTML     29K 
                on a Previously Issued Audit Report or Completed                 
                Interim Review                                                   


‘T-6’   —   Application for a Determination of Eligibility to Act as a Trustee by a Foreign Entity


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FORM T-6

 

APPLICATION UNDER SECTION 310(a)(1) OF THE TRUST INDENTURE ACT OF 1939

FOR DETERMINATION OF ELIGIBILITY OF A FOREIGN PERSON

TO ACT AS INSTITUTIONAL TRUSTEE

 

Odyssey Trust Company

(Exact name of trustee as specified in its charter)

 

Alberta, Canada

(Jurisdiction of incorporation or organization)

 

1230-300 5th Avenue SW
Calgary, AB T2P 3C4
(587) 885-0960

(Address and telephone number of principal executive offices)

 

Odyssey Transfer and Trust Company
2155 Woodlane Drive, Suite 100
Woodbury, MN 55125
(612)-482-5100

(Name, address and telephone number of agent for service)

 

AYR Wellness Inc.
Ayr Wellness Canada Holdings Inc.

(Exact name of obligor as specified in its charter)

 

  British Columbia, Canada  98-1500584
  Ontario, Canada  N/A
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

 

2601 South Bayshore Dr., Suite 900, Miami, Florida, 33133, USA
199 Bay Street, Suite 5300 Commerce Court West, Toronto, ON M5L 1B9
(Address of principal executive offices) (Zip code)

 

13% Senior Secured Notes

(Title of the indenture securities)

 

 

 

 

 

 

Item 1.   General information.

 

Furnish the following information as to the trustee —

 

(a)    Name and address of each examining or supervising authority to which it is subject.

Office of the Superintendent of Financial institutions (OSFI) 255 Albert Street Ottawa, Ontario, K1A OH2, Canada

 

(b)   Whether it is authorized to exercise corporate trust powers.

Yes

 

Item 2.   Affiliations with obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation. N/A

 

Instructions.

1.The term “affiliate” is defined in Rule 0-2 of the General Rules and Regulations under the Act. Attention is also directed to Rule 7a-26.
2.Include the name of each such affiliate and the names of all intermediary affiliates, if any. Indicate the respective percentage of voting securities or other bases of control giving rise to the affiliation.

 

Item 3.   Voting securities of the trustee.

 

Furnish the following information as to each class of voting securities of the trustee: N/A

 

  As of  (Insert date within 31 days).

 

Col. A.Col. B.
Title of ClassAmount Outstanding

 

Instruction. The term "voting security" is defined in Section 303(16) of the Act.

 

2

 

Item 4.   Trusteeships under other indentures.

 

If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information:

 

(a)Title of the securities outstanding under each such other indenture. 12.5% Senior Secured Notes

 

(b)The 12.5% Senior Secured Notes are to be exchanged under Section 3(a)(10) of the Securities Act for the 13% Senior Secured Notes under the indenture to be qualified under Section 310(a)(1) of the Act.

 

Item 5.   Interlocking directorates and similar relationships with the obligor or underwriters. N/A

 

If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner, employee, appointee, or representative of the obligor or of any underwriter for the obligor, identify each such person having any such connection and state the nature of each such connection.

 

Instructions.

1.Notwithstanding General Instruction F, the term "underwriter" as used in this item does not refer to any person who is not currently engaged in the business of underwriting.
2.The terms "employee," "appointee," and "representative," as used in this item, do not include connections in the capacity of transfer agent, registrar, custodian, paying agent, fiscal agent, escrow agent, or depositary, or in any other similar capacity or connections in the capacity of trustee, whether under an indenture or otherwise.

 

Item 6.   Voting securities of the trustee owned by the obligor or its officials. N/A

 

Furnish the following information as to the voting securities of the trustee owned beneficially by the obligor and each director, partner, and executive officer of the obligor:

 

  As of   (Insert date within 31 days).

 

Col. ACol. B Col. CCol. D
    Percentage of Voting
   Amount OwnedSecurities Represented by
Name of OwnerTitle of Class BeneficiallyAmount Given in Col. C

 

Instructions

1.Names of persons who do not own beneficially any of the securities specified may be omitted.
2.No information need be given in any case where the amount of voting securities of the trustee, owned beneficially by the obligor and its directors, partners, and executive officers, taken as a group, does not exceed 1 percent of the outstanding voting securities of the trustee.

 

Item 7.   Voting securities of the trustee owned by underwriters or their officials. N/A

 

Furnish the following information as to the voting securities of the trustee owned beneficially by each underwriter for the obligor and each director, partner, and executive officer of each such underwriter:

 

  As of  (Insert date within 31 days).

 

Col. ACol. B Col. CCol. D
    Percentage of Voting
   Amount OwnedSecurities Represented by
Name of OwnerTitle of Class BeneficiallyAmount Given in Col. C

 

Instructions.

1.Instruction 1 to Item 6 shall be applicable to this item.
2.The name of each director, partner, or executive officer required to be given in Column A shall be set forth under the name of the underwriter of which he is a director, partner, or executive officer.
3.No information need be given in any case where the amount of voting securities of the trustee owned beneficially by an underwriter and its directors, partners, and executive officers, taken as a group, does not exceed 1 percent of the outstanding voting securities of the trustee.

 

3

 

 

Item 8.    Securities of the obligor owned or held by the trustee. N/A

 

Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee:

 

  As of  (Insert date within 31 days).

 

Col. ACol. B Col. CCol. D
   Amount OwnedPercentage of Class
 Whether the Securities Beneficially or Held asRepresented by
 are Voting or Collateral Security forAmount Given
Title of ClassNonvoting Securities Obligations in Default in Col. C

 

Instructions.

1.As used in this item, the term "securities" includes only such securities as are generally known as corporate securities, but shall not include any note or other evidence of indebtedness issued to evidence an obligation to repay monies lent to a person by one or more banks, trust companies, or banking firms, or any certificate of interest or participation in any such note or evidence of indebtedness.
2.For the purposes of this item the trustee shall not be deemed the owner or holder of (a) any security which it holds as collateral security (as trustee or otherwise) for an obligation which is not in default, or (b) any security which it holds as collateral security under the indenture to be qualified, irrespective of any default thereunder, or (c) any security which it holds as agent for collection, or as custodian, escrow agent or depositary, or in any similar representative capacity.
3.No information need be furnished under this item as to holdings by the trustee of securities already issued under the indenture to be qualified or securities issued under any other indenture under which the trustee is also trustee.
4.No information need be given with respect to any class of securities where the amount of securities of the class which the trustee owns beneficially or holds as collateral security for obligations in default does not exceed 1 percent of the outstanding securities of the class.

 

Item 9.    Securities of underwriters owned or held by the trustee. N/A

 

If the trustee owns beneficially or holds as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee:

 

  As of  (Insert date within 31 days).

 

Col. ACol. B Col. CCol. D
   Amount Owned
  Beneficially or Held as
  Collateral Security forPercentage of Class
Title of Issuer Obligations in Default Represented by Amount
and Title of ClassAmount Outstanding by TrusteeGiven in Col. C

 

Instruction. Instructions 1, 2, and 4 to Item 8 shall be applicable to this item.

 

Item 10.    Ownership or holdings by the trustee of voting securities of certain affiliates or security holders of the obligor. N/A

 

If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person:

 

  As of  (Insert date within 31 days).

 

Col. ACol. B Col. CCol. D
   Amount Owned
  Beneficially or Held as
  Collateral Security forPercentage of Class
Title of Issuer Obligations in Default Represented by Amount
and Title of ClassAmount Outstanding by TrusteeGiven in Col. C

 

Instruction. Instructions 1, 2, and 4 to Item 8 shall be applicable to this item.

 

4

 

 

Item 11.    Ownership or holdings by the trustee of any securities of a person owning 50 percent or more of the voting securities of the obligor. N/A

 

If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee:

 

  As of  (Insert date within 31 days).

 

Col. ACol. B Col. CCol. D
   Amount Owned
  Beneficially or Held as
  Collateral Security forPercentage of Class
Title of Issuer Obligations in Default Represented by Amount
and Title of ClassAmount Outstanding by TrusteeGiven in Col. C

 

Instruction. Instructions 1, 2 and 4 to Item 8 shall be applicable to this item.

 

Item 12.    Indebtedness of the Obligor to the Trustee. N/A

 

Except as noted in the instructions, if the obligor is indebted to the trustee, furnish the following information:

 

  As of  (Insert date within 31 days).

 

Col. ACol. BCol. C
Nature of IndebtednessAmount OutstandingDate Due

 

Instructions.

 

1.No information need be provided as to: (a) the ownership of securities issued under any indenture, or any security or securities having a maturity of more than one year at the time of acquisition by the indenture trustee; (b) disbursements made in the ordinary course of business in the capacity of trustee of an indenture, transfer agent, registrar, custodian, paying agent, fiscal agent or depositary, or other similar capacity; (c) indebtedness created as a result of services rendered or premises rented; or indebtedness created as a result of goods or securities sold in a cash transaction; (d) the ownership of stock or of other securities of a corporation organized under Section 25(a) of the Federal Reserve Act, as amended, which is directly or indirectly a creditor of an obligor upon the indenture securities; or (e) the ownership of any drafts, bills of exchange, acceptances, or obligations which fall within the classification of self-liquidating paper.
2.Information should be given as to the general type of indebtedness, such as lines of credit, commercial paper, longterm notes, mortgages, etc.

 

Item 13.     Defaults by the Obligor. N/A

 

(a)State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default.
   
(b)If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default.

 

Item 14. Affiliations with the Underwriters. N/A

 

If any underwriter is an affiliate of the trustee, describe each such affiliation.

 

Instructions.

1.The term "affiliate" is defined in Rule 0-2 of the General Rules and Regulations under the Act. Attention is directed to Rule 7a-26.
2.Include the name of each affiliate and the names of all intermediate affiliates, if any. Indicate the respective percentage of voting securities or other bases of control giving rise to the affiliations.

 

5

 

 

Item 15. Substantial Equivalency of Trust Regulation in the Foreign Jurisdiction and Eligibility of United States Trustees to Act as Sole Trustees in the Foreign Jurisdiction. See attached as Exhibit 99.

 

(a)A discussion should be provided of the regulation in the applicant's home jurisdiction relating to the supervision or examination of indenture trustees, including regulatory provisions and their administration.

 

(b)The regulatory provisions and their administration in the home jurisdiction shall be compared with United States regulation and administration with respect to supervision and examination of indenture trustees. The application shall discuss whether home jurisdiction supervision or examination of trustees is substantially equivalent to that in the United States.

 

(c)The application shall discuss the eligibility of United States persons to act as sole trustees in the applicant's home country.

 

Instruction. An opinion of counsel addressing (1) whether supervision or examination of indenture trustees in the applicant's home jurisdiction is substantially equivalent to that applicable in the United States, and (2) the eligibility of United States trustees to act as sole trustee in the applicant's home jurisdiction, may be required.

 

Item 16. List of exhibits.

 

List below all exhibits filed as a part of this statement of eligibility.

 

Instruction. Subject to Rule 7a-29 permitting incorporation of exhibits by reference, the following exhibits are to be filed as a part of the statement of eligibility of the trustee. Such exhibits shall be appropriately lettered or numbered for convenient reference. Exhibits incorporated by reference may be referred to by the designation given in the previous filing. Where exhibits are incorporated by reference, the reference shall be made in the list of exhibits called for under Item 16. If the certificate of authority to commence business (Exhibit 2) and/or the certificate to exercise corporate trust powers (Exhibit 3) is contained in another exhibit, a statement to that effect shall be made, identifying the exhibit in which such certificates are included. If the applicable exhibit is not in English, a translation in English shall also be filed. In response to Exhibit 6, foreign trustees should provide financial information sufficient to provide the information required by Section 310(a)(2) of the Act.

 

1.Exhibit 1: A copy of the letters patent of incorporation of Odyssey Trust Company (and two (2) subsequent Letters Patent to amend the incorporating instrument) now in effect. Attached
2.Exhibit 2: A copy of the certificate of authority of Odyssey Trust Company to commence and carry on business and to exercise corporate trust powers. Attached
3.Exhibit 3: NOT APPLICABLE (authorization of Odyssey Trust Company to exercise corporate trust powers is contained in the documents specified in paragraph (1) and (2) above)
4.Exhibit 4: A copy of the existing Bylaws of Odyssey Trust Company (please note that we have not included those by- laws dealing with the authorized share capital of Odyssey Trust Company and director and officer compensation).
5.Exhibit 5: NOT APPLICABLE (the obligor is not in default)
6.Exhibit 6: NOT APPLICABLE (the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority is not applicable)
7.Exhibit 7: Odyssey Trust Company's consent to service of process on Form F-X [§ 269.5 of this chapter]. Attached
8.Copies of applicable statutes, rules, regulations, and the administrative interpretations of those provisions affecting (a) substantial equivalency of regulation with respect to supervision or examination of the trustee in the foreign jurisdiction to that of trustees subject to the jurisdiction of the laws of the United States, any State, Territory, or the District of Columbia; and (b) eligibility of United States persons to act as sole indenture trustees in the foreign jurisdiction. Attached

 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Odyssey Trust Company a Alberta [state form of organization] organized and existing under the laws of Canada, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Calgary, and State [or other jurisdiction] of Alberta, on the 28 day of November, 2023.

 

 /s/ Dan Sander
 (Trustee)

 

 

  By:Dan Sander, President, Corporate Trust
   (Name and Title)

 

Instruction. The name of each person signing the statement of eligibility shall be typed or printed beneath the signature.

 

6

 


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