Alea Holdings US Company - Chapter 11 APA Summary

Private Sale Summary

Overview of Relief Requested

• Pursuant to sections 105(a) and 363 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, and 9014, the Debtors request entry of orders (the "Sale Orders") (a) approving the private sale of Debtor Alea Holdings US Company's ("AHUSCO") equity interests in its non-debtor subsidiaries Alea North America Insurance Company ("ANAIC") and National American Insurance Company of California ("NAICC") — the "ANAIC Equity" and "NAICC Equity," respectively, and collectively, the "Equity Interests" — free and clear of all liens, claims, interests, and encumbrances, and (b) granting related relief.
• The sales are made pursuant to two stock purchase agreements (the "SPAs") — the ANAIC SPA and the NAICC SPA, filed under seal as Exhibit 1 and Exhibit 2 to the Motion, respectively — on the terms and conditions set forth therein (the "Private Sales").
• The Debtors believe the Private Sales are in the best interests of the Debtors' estates and creditors and represent a sound exercise of their business judgment.

Parties Involved

• Seller: AHUSCO, a holding company whose purpose is to hold and manage insurance subsidiaries, with Catalina Holdings (Bermuda) Ltd. as Seller Parent under each SPA.
• ANAIC Purchaser: a third party U.S.-based specialty insurance and reinsurance holding company.
• NAICC Purchaser: a third party U.K.-based international insurance and reinsurance group.
• The identities of the Purchasers are commercially sensitive and are the subject of a related motion to seal and redact.
• The Debtors in these chapter 11 cases (together with the last four digits of each Debtor's federal tax identification number) are Alea Holdings US Company (6256); Alea Group Holdings (Bermuda) Ltd. (N/A); and FIN Alea LLC (7772). The Debtors' service address is 211 E. 7th Street, Suite 620, Austin, TX 78701.
• The SPAs and related agreements provide for certain continuing obligations of affiliates of the Debtors, including CUSIS as a service provider of transition services and an affiliate entity of Catalina Holdings as a reinsurance provider. There are no obligations on, or liabilities of, AHUSCO in connection with the sales.
• Neither the Debtors nor any of their current or former officers or directors have any connection with the Purchasers, to the best of the Debtors' information and belief, and neither Purchaser is an insider or affiliate of any Debtor.

Company and Marketing Background

• AHUSCO is a holding company with three primary non-debtor, operating insurance subsidiaries, including ANAIC and NAICC. The Debtors oversee their subsidiaries' performance of a variety of activities, including establishing reserves, negotiating settlements, and paying outstanding claims.
• ANAIC:
  • In 2014, non-debtor Catalina Holdings (Bermuda) Ltd., AHUSCO's indirect parent entity, acquired AHUSCO and ANAIC — an insurance business with a legacy property and casualty insurance and reinsurance business that was in "run-off" (i.e., had withdrawn from active underwriting and was merely administering claims). AHUSCO became the U.S. holding platform for ANAIC and holds 100% of its stock.
  • Beginning several years ago, AHUSCO began a marketing process to identify a purchaser for ANAIC. On June 6, 2025, AHUSCO executed the ANAIC SPA, providing for the sale of ANAIC to the ANAIC Purchaser for a final purchase amount to be determined in accordance with the terms of the ANAIC SPA, subject to regulatory approvals and other closing conditions.
• NAICC:
  • In 2014, AHUSCO also acquired NAICC and currently holds 100% of its stock. Similar to ANAIC, NAICC is an insurance company that previously wrote various forms of insurance policies and has been in runoff since 2012.
  • AHUSCO spent several years seeking a purchaser for NAICC. On October 1, 2025, AHUSCO executed the NAICC SPA (as amended and restated, and further amended as of March 24, 2026), providing for the sale of NAICC to the NAICC Purchaser for a final purchase amount to be determined in accordance with the terms of the NAICC SPA.
• At various times over the several years prior to the Petition Date, AHUSCO conducted market scans for interested potential acquirors of ANAIC and NAICC and engaged with multiple prospective purchasers. The proposed Private Sales are the culmination of comprehensive, years-long prepetition marketing processes, each of which afforded a full, fair, and reasonable opportunity for other entities to make offers to acquire the Equity Interests.
• As of the date of the Motion, no higher or better offer for the Equity Interests has been made. A new sales process would likely substantially diminish the value of the Equity Interests.

Assets Being Sold

• The ANAIC Equity and the NAICC Equity — AHUSCO's equity interests in ANAIC and NAICC, respectively, of which AHUSCO holds 100% of the stock.
• At closing, the Purchaser under each SPA shall acquire all of the Seller's right, title, and interest in the shares of ANAIC or NAICC, as applicable, free and clear of all liens, claims, and encumbrances, in exchange for the consideration set forth in the applicable SPA.
• The Equity Interests constitute property of the Debtors' estates within the meaning of section 541(a) of the Bankruptcy Code, and Debtor AHUSCO has good and transferrable title to each of the ANAIC Equity and the NAICC Equity.
• The Debtors are not seeking any "free and clear" relief with respect to the underlying assets of ANAIC and NAICC.

Purchase Price

• ANAIC SPA: the aggregate consideration payable by the Purchaser shall consist of a cash amount, with the final purchase amount to be determined in accordance with the terms of the ANAIC SPA.
• NAICC SPA: the aggregate consideration payable in cash to the Seller by the Purchaser shall be determined in accordance with the terms of the NAICC SPA.

Conditions to Closing

• The Purchaser's and Seller's respective obligations under each SPA are subject to customary closing conditions, including that each party's key representations are true in all material respects, that each party has complied with its material obligations under the agreement, and that each party has delivered a customary closing certificate confirming satisfaction of these conditions.
• The Debtor and the applicable Purchaser are not obligated to proceed with Closing under an SPA until all conditions precedent to their obligations thereunder have been satisfied or waived.

Post-Closing Covenants

• Following the Closing Date, the Seller must (1) take further action as necessary to carry out the express terms of the ANAIC SPA; and (2) provide reasonable cooperation, documentation, and information as the ANAIC Purchaser may reasonably request in connection with governmental examination and/or audit, escheat reporting, or the transfer of ANAIC's bank accounts.

Indemnification

• Indemnification is addressed in Sections 11.1, 11.2, and 11.3 of each of the ANAIC SPA and the NAICC SPA.

Regulatory Approvals

• Each of the transactions is subject to regulatory approval, and each sale is expected to close subject to approval of the Court.
• Nothing in the Sale Orders modifies, impairs, or supersedes any required approvals of governmental or regulatory authorities applicable to the transfer of the Equity Interests, and the effectiveness of each transfer remains subject to such approvals to the extent required by applicable law.
• A new sales process would further decrease the value to be received by the Debtors by, among other things, requiring a restart of the regulatory approval process, which creates additional expenses, extends the timeline until closing, and increases the uncertainty of approval.

Private Sale Without Auction and Business Judgment

• Bankruptcy Rule 6004(f)(1) permits sales conducted without an auction, and courts in this district have approved private sales when a private sale would maximize value or is necessary under the circumstances.
• The Debtors submit that there is a strong business justification for the private sales of NAICC and ANAIC without a postpetition marketing or auction process, and that consummation of the SPAs is in the best interests of the Debtors and their stakeholders.
• Consummation of the Private Sales prior to, and not as part of, a chapter 11 plan is justified under the circumstances, an appropriate exercise of the Debtors' business judgment, and in the best interests of the Debtors, their estates, and their creditors.

Fair Purchase Price and Highest and Best Offer

• The applicable purchase price under each SPA is fair and reasonable and represents the highest and best offer that could reasonably be obtained for ANAIC and NAICC under the circumstances, and the SPAs were negotiated at arm's length and in good faith with third-party Purchasers.
• No other person or group of persons has offered to purchase the ANAIC Equity or the NAICC Equity for an amount that would give equal or greater value to the Debtors than the value provided by the applicable Purchaser, and no alternative to the Private Sales exists that would provide greater value to the Debtors, their creditors, or other parties in interest.
• The consideration provided by each Purchaser is fair and adequate, constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and applicable law (including the Uniform Voidable Transactions Act, the Uniform Fraudulent Transfer Act, and the Uniform Fraudulent Conveyance Act), and will provide an equal or greater recovery for the Debtors' stakeholders than any other reasonably practicable available alternative.

Sale Free and Clear

• The Debtors seek authorization to sell the Equity Interests free and clear of all liens, claims, interests, and encumbrances under section 363(f) of the Bankruptcy Code. Because section 363(f) is drafted in the disjunctive, satisfaction of any one of its five requirements suffices.
• The Debtors submit that the sales satisfy the requirements of section 363(f)(2), and request that the Private Sales be authorized free and clear, with such liens, claims, interests, and encumbrances attaching to the proceeds therefrom, subject in all respects to the terms and protections set forth in the Sale Orders and the Financing Orders.
• "Interests" is defined broadly to include any and all liens, claims, encumbrances, obligations, liabilities, rights, or interests of any kind or nature whatsoever, including rights or claims based on successor, transferee, derivative, or vicarious liability, alter ego, or similar theories.

Facility Liens and Secured Party Consent

• To the extent any liens or security interests exist on the Equity Interests, such liens are held by Catalina Finance LLP (the "Secured Party") in its capacities as lender, agent, and security trustee under (i) the Prepetition Facility (a prepetition revolving capital facility pursuant to the Revolving Facility Agreement dated as of July 25, 2023, by and among AHUSCO as borrower, FIN Alea LLC as guarantor, and the Secured Party) and (ii) the Postpetition Facility (an extension of postpetition credit in the form of an incremental commitment under the Prepetition Facility Agreement) — such liens, collectively, the "Facility Liens."
• The Secured Party has consented to each of the Private Sales, solely in its capacities as lender, agent, and security trustee, and has consented to the removal of its liens over the Equity Interests exclusively to facilitate the consummation of the Private Sales, strictly conditioned upon its liens attaching with the same validity, priority, force, and effect to all proceeds derived from the Private Sales, without diminution, subordination, or impairment of any kind.
• The Secured Party's consent is strictly limited to the sale of the ANAIC Equity and NAICC Equity as contemplated and shall not be construed more broadly.

Sale Proceeds

• Upon closing of each sale, the proceeds (the "Sale Proceeds") will be subject to the Facility Liens and deposited and applied in accordance with the Sale Orders and the Financing Orders.
• Upon receipt, the Debtors shall immediately deposit the Sale Proceeds in a segregated account in the name of, or subject to a control agreement in favor of, Catalina Finance LLP, in its capacities as agent and security trustee (the "Proceeds Account").
• The Sale Proceeds constitute prepetition and postpetition collateral subject in all respects to the terms of the Financing Orders, and the allocation, application, and timing of any use or distribution of the Sale Proceeds shall be subject to the Financing Orders. Upon Closing, the Facility Liens shall automatically attach to the Sale Proceeds with the same validity, priority, force, and effect they had immediately prior to Closing.

Good Faith Purchaser

• The Debtors request a finding that each Purchaser is a good faith purchaser entitled to the protections of section 363(m) of the Bankruptcy Code.
• The terms and conditions of each SPA were negotiated by the Debtors and the Purchasers at arm's length and in good faith, without collusion. Each Purchaser is a sophisticated party represented by experienced and sophisticated counsel, and the Debtors believe neither Purchaser has engaged in any conduct indicating a lack of good faith.
• Neither Purchaser is an "insider" or "affiliate" of any Debtor, and no common identity of incorporators, directors, or controlling stockholders exists between the Purchasers and the Debtors. The reversal or modification of a Sale Order on appeal shall not affect the validity of the sale absent a stay pending appeal.

Successor Liability

• Except as expressly set forth in the applicable SPA, neither Purchaser has expressly or impliedly assumed any obligation of the Debtors or any other party with respect to the Interests, including any obligation based on successor, transferee, derivative, or vicarious liability.
• Neither Purchaser nor any of its affiliates shall be deemed to (a) be a successor to any of the Debtors, (b) have merged with or into any of the Debtors or their estates, (c) be an alter ego of, or share any common identity or continuity of enterprise with, any of the Debtors, or (d) constitute a mere or substantial continuation of the Debtors or any of their businesses or operations.

No Sub Rosa Plan

• The sale of the Equity Interests pursuant to the SPAs outside a chapter 11 plan neither impermissibly restructures the rights of the Debtors' creditors nor impermissibly dictates the terms of the Debtors' subsequent chapter 11 plan, and neither the SPAs nor the Private Sales constitute a sub rosa chapter 11 plan.

Sealing of Confidential Information

• In connection with the Motion, the Debtors filed a motion to (I) file the SPAs (attached as Exhibit 1 and Exhibit 2) under seal, and (II) redact certain commercially sensitive information — including the names of the Purchasers — from the Motion, the Private Sale Declaration, and related pleadings (collectively, the "Sensitive Pleadings").
• The SPAs and Sensitive Pleadings contain confidential commercial information that, if made public, could harm the Debtors' and Purchasers' businesses and impact the viability of the sales, to the detriment of the Debtors' estates and their ability to maximize value.
• Per the proposed order, the SPAs may be disclosed to (i) the United States Trustee and (ii) any other party for which the Court orders disclosure, and an unredacted version of the Motion, the Declaration, and related filings will be provided to the same. Parties seeking a copy of the Motion may obtain the publicly available redacted version.

Notice

• Pursuant to Bankruptcy Rule 2002(a), the Debtors are required to provide their creditors with 21 days' notice of a proposal to use, sell, or lease property of the estate other than in the ordinary course of business, and, pursuant to Bankruptcy Rule 2002(c), such notice must include the date, time, and place of the Sale Hearing and the deadline for filing objections.
• The Debtors will serve the Sale Hearing Notice by overnight mail (and by email where addresses are available) on, among others: the Office of the United States Trustee; the holders of the thirty largest unsecured claims against the Debtors; counsel to the Plan Sponsor; counsel to the Consenting Capital Securities Holders; the United States Attorney's Office for the Southern District of Texas; the Internal Revenue Service; the state attorneys general for states in which the Debtors conduct business; each of the Purchasers; and any party that has requested notice or is otherwise entitled to notice under Bankruptcy Rule 2002 or Local Rule 9013-1(d).
• Copies of the Motion may be obtained free of charge at the website maintained by the Debtors' claims and noticing agent, Omni Agent Solutions, Inc., at https://omniagentsolutions.com/AHUSCO.
• Any party who fails to file an objection by the objection deadline may be forever barred from asserting, at the Sale Hearing or thereafter, any objection to the consummation and performance of the Private Sales free and clear of all liens, claims, interests, and encumbrances pursuant to sections 363(f), 1123, and 1129, as applicable, of the Bankruptcy Code.

Request for Bankruptcy Rule 6004 Waiver

• To maximize the value of the Equity Interests, it is essential that the Private Sales occur within the timeframe set forth in the SPAs, and the Debtors and the Purchasers intend to close the sales as soon as possible, subject to the satisfaction or waiver of the conditions precedent set forth in the SPAs.
• The Debtors request that the Court waive the 14-day stay provided in Bankruptcy Rule 6004(h), submitting that cause exists because the relief is necessary to maximize value and will not harm any parties in interest, who are all provided ample notice and an opportunity to appear and be heard. The Debtors also request a finding that notice of the Motion is adequate under Bankruptcy Rule 6004(a).

Declarant and Advisors

• Peter Kravitz, appointed Chief Restructuring Officer of each of the Debtors on January 23, 2025, submitted the Private Sale Declaration in support of the Motion. Mr. Kravitz is a partner at Province, LLC, an advisory firm he co-founded, and has over thirty years of experience in professional services, with a specific focus on wind-down situations.
• The Debtors' restructuring advisors include Sidley Austin LLP as global counsel and proposed counsel to the Debtors, and Province, LLC as financial advisor.

Additional Order Provisions

• Release of Interests: Upon Closing, all Interests in the Equity Interests existing prior to Closing are unconditionally released, discharged, and terminated (other than the Facility Liens attaching to the Sale Proceeds and the Secured Party's preserved rights). These provisions are self-executing, and each Sale Order is deemed in recordable form; the Debtors and/or the applicable Purchaser may file a certified copy of the Sale Order as conclusive evidence of the release.
• Injunction: All Persons are enjoined from taking any action that would adversely affect, interfere with, or be inconsistent with the Debtors' ability to sell and transfer the Equity Interests to the applicable Purchaser.
• Section 525: To the maximum extent permitted by section 525 of the Bankruptcy Code, no governmental unit may revoke, suspend, or refuse to consent to the renewal of any permit or license relating to the operation of ANAIC or NAICC because of the chapter 11 filing or the consummation of the Private Sales.
• No Avoidance: The SPAs and the Private Sales are not avoidable under section 363(n) of the Bankruptcy Code, and no party is entitled to damages or other recovery under section 363(n).
• Binding Effect and Retention of Jurisdiction: The SPAs and Sale Orders are binding on the Debtors, their estates, creditors, equity holders, and any subsequently appointed trustee, and are not subject to rejection or avoidance. The Court retains exclusive jurisdiction to interpret, implement, and enforce the Sale Orders and to protect each Purchaser against any Interests or successor/transferee liability.

Key Dates

• Motion Filed: July 20, 2026
• Sale Objection Deadline: August 10, 2026, at 4:00 p.m. (prevailing Central Time)
• Sale Hearing: August 17, 2026, at 2:00 p.m. (prevailing Central Time), via hybrid hearing before the Honorable Christopher M. Lopez