Ballard Spahr Advises PA Natural Medicine in Sale of PA Cannabis Dispensaries for $80 Million Plus Earn-Out

Attorneys from Ballard Spahr served as counsel to PA Natural Medicine LLC in the company’s acquisition by Ayr Wellness, a Florida-based cannabis multistate operator, for $80 million plus an earn-out.

Ayr Wellness announced the transaction’s closing this week.

Ayr purchased 100 percent of the membership interests of PA Natural Medicine. The terms of the transaction include upfront consideration of $80 million, made up of $20 million in stock, $25 million in seller notes, and $35 million in cash.

With the transaction, Ayr acquires three PA Natural Medicine dispensaries, located in the central Pennsylvania towns of Bloomsburg, State College, and Selinsgrove. The stores will be rebranded from “Nature’s Medicine” to “Ayr” by the end of 2021.

PA Natural Medicine, based in Flourtown, was represented by a team of Ballard Spahr attorneys led by Ryan J. Udell, a Philadelphia-based partner in the firm’s Mergers and Acquisitions practice and Cannabis industry group. The team included M&A Partner Brian D. Short, Tax Partner Jonathan R. Flora, and Brian M. Pinheiro, practice leader of the firm’s Employee Benefits and Executive Compensation Group, along with M&A Associate Adam J. Chelminiak and Shauna Pierson, associate in the Cannabis practice.

Ballard Spahr’s Mergers and Acquisitions Group provides in-depth deal coverage, from initial structuring through due diligence and documentation to closing and post-closing integration, across industries. The firm’s Cannabis practice attorneys advise growers, dispensaries, technology companies, researchers, and investors on regulatory, licensing, corporate, financing, intellectual property, and other legal and business issues.