Anderson Hay Enterprise - Chapter 11 Plan Terms

Plan Terms

Overview

• The debtors filed their third amended joint plan on Oct. 20, 2026. It generally pays all allowed claims in full, in cash, by Dec. 31, 2026 (the plan deadline); PGIM is targeted for the same date but is carved out of that general payment and repaid from its own collateral sales and backstops, which are triggered at or after the deadline. Funding comes from the net proceeds of the Sept. 14, 2026, sale to Anderson Holdings, LLC, further real estate sales and post-confirmation financing. Equity holders keep their interests but receive no distributions until all allowed claims are paid in full.
• Any allowed claim still unpaid at the plan deadline is to be paid as asset sales and refinancing produce funds, and in full no later than Sept. 30, 2027 (the secondary plan deadline).
• The debtors filed Chapter 11 on Nov. 26, 2025. They are:
  • Anderson Hay Enterprise, Inc. (Enterprise)
  • Enterprise's subsidiaries Anderson Hay & Grain Co. (AHG), Anderson Agri LLC (Agri), M T A Farms LLC and Anderson Pet Holdings LLC
  • M T A Holdings, L.L.C. and MTA Ranch, LLC
• Mark T. Anderson owns Enterprise, MTA Holdings and MTA Ranch.
• The businesses break down as follows: AHG ran the debtors' Washington processing plant and headquarters in Ellensburg, Washington, which it leased from MTA Holdings, and MTA Holdings has since leased the real property tied to the Washington operations to Anderson Holdings; Agri contracted with landowners, harvested hay and sold substantially all of it to AHG to supply specialty packaged hay; Pet Holdings sold hay-based small-pet products online, mainly through Amazon; MTA Holdings owns the Washington plant, an Oregon facility and other real estate; and MTA Ranch owns cattle.
• The plan states that the debtors have liquidated their business operations. What remains is income-producing and non-income-producing real estate owned by MTA Holdings and cattle owned by MTA Ranch. Mark Anderson will continue to manage both entities after confirmation.
• The effective date is defined as the 10th calendar day after the clerk administratively closes the last of the Chapter 11 cases. That date is the outside date for the AgWest and DIP payoffs and the payment date for section 503(b)(9) claims.
• The court has approved the debtors' second amended disclosure statement [ECF No. 580], which was filed for the first amended plan.

Background

• According to the plan, AgWest Farm Credit, PCA (formerly Northwest Farm Credit Services, PCA), the debtors' line of credit lender, has been actively seeking to exit the credit. It set availability at $35 million in October 2022, reduced it to $25 million a year later, and cut it again to $22 million in March 2025 and $15 million in May 2025. The debtors say these cuts drained cash and made operations more difficult.
• The debtors' grower purchasing terms had long caused large swings in working capital. Line of credit borrowings peaked at some $36 million in November 2018 and generally ran around $25 million after that. Agri, which had carried all weather and grade risk on its contracted farmland, lost some $3 million in crop year 2024 due to contracting issues.
• Since filing, the debtors have been selling non-core assets and expect these sales to pay down more than $26.5 million of prepetition secured debt:
  • On Feb. 18, 2026, non-debtor MTA Chelan LLC sold property on Lake Chelan for $10.075 million, reducing AgWest's claim by more than $9.3 million.
  • Agri's April 30, 2026, equipment auction through Yarbro Auctioneers netted $543,154.50, which went to Ally Financial, AgWest and Agco Finance in lien priority.
  • MTA Holdings has the Oregon facility under contract for $7.65 million and is marketing two Kittitas County, Washington, properties, Property 1 and Property 2, which the debtors expect to net approximately $5.2 million.
  • The debtors have begun selling excess equipment at Ellensburg, and AHG is auctioning equipment at the Oregon facility in late October 2026.
• The Oregon facility in Aurora, Marion County, Oregon, which MTA Holdings leases to AHG for producing double-compressed Oregon grass straw, has failed to sell twice. The court approved a sale to Millicent Property Co., LLC on April 21, 2026 [ECF No. 438] and an amended Millicent deal on May 27, 2026 [ECF No. 492]. Neither closed, and MTA Holdings has dropped that buyer. AHG has stopped operating the facility, and MTA Holdings has resumed marketing it and signed a new contract with Aurora Farm and Tractor, LLC.
• The plan still describes an operational restructuring of the hay business that, the debtors say, supports the cash flow projections behind plan payments. The steps are:
  • Exiting the online small-pet market, which carried approximately $100,000 of negative-margin operations in FY25 and a projected $300,000 loss for FY26
  • Dissolving Agri into AHG, moving to risk-sharing grower contracts and outsourced harvesting, and cutting year-round Agri staff from 22 to 5 for FY27
  • Paying AHG and Agri growers on schedules tied to deliveries or monthly installments
  • Eliminating 12 Washington plant positions ($600,000 in projected annual savings), one buyer position ($110,000) and 13 sales and administrative positions (some $2.5 million in annual savings), and cutting leased forklifts (an estimated $240,000 a year) and semi-trucks (from 35 to 12)
  • Leasing underutilized Washington plant space to Pape and WinCo, which cuts AHG's rent by $700,000 a year
• That description sits alongside the plan's statement that the debtors have liquidated their business operations.

Anderson Holdings Sale and Transaction Reserve

• The sale to Anderson Holdings, LLC produced net proceeds of approximately $13.5 million, which the plan says are enough to pay AgWest, Ally, AgDirect and CNH in full. Enterprise closed the sale on Sept. 14, 2026, under an order entered Sept. 4 [ECF No. 684]. Exhibit B instead lists net proceeds from the sale of approximately $14.2 million.
• Anderson Holdings also leased from MTA Holdings the real property tied to the Washington operations.
• The sale proceeds sit in a transaction reserve: an interest-bearing account in AHG's name, managed by debtors' counsel Bush Kornfeld LLP. The reserve also holds the Quincy property sale proceeds and other deposits from the debtors.
• The debtors are depositing collected accounts receivable into the reserve until it holds enough to pay two things beyond AgWest's claim:
  • The secured claims in Classes 5–7, 10, 14 and 30, in full
  • $1,176,250 to PGIM, which is 50% of the value of PGIM's collateral sold in the transaction
• Reserve funds are paid out in the following order:
  • First, the sale proceeds to AgWest, no later than the effective date
  • Second, the Quincy property proceeds plus enough collected receivables to pay the DIP lender's Class 30 claim in full, no later than the effective date
  • Third, after the later of the Class 30 payoff and the effective date, enough to pay Classes 5–7, 10 and 14 in full, plus PGIM's $1,176,250
• The reserve pays Classes 5–7, 10 and 14 only after the later of the Class 30 payoff and the effective date, which falls 10 days after the last case is administratively closed, though each of those classes' own treatment calls for payment on the earlier of a Financial Event and the Dec. 31, 2026, plan deadline.
• All other claims except PGIM's are to be paid in full by the plan deadline from asset sales, cash on hand and receivable collections, as set out in Exhibit B. The reorganized debtors act as disbursing agent.

DIP Facility

• The DIP claim of Rooster Capital VI LLC (Class 30) is allowed as a secured claim of $4,643,042.73 as of Sept. 28, 2026, plus interest at the DIP rate, fees, charges and attorneys' fees. It is to be repaid in full by the effective date from the Quincy property proceeds and accounts receivable collections; receivables totaled approximately $6.7 million as of Sept. 14, 2026.
• The court approved the facility by orders entered June 29 and July 14, 2026 [ECF Nos. 556, 599]. A loan agreement dated July 16, 2026, governs it.
• As approved, the facility was secured by:
  • A first lien on the Quincy property in Grant County, Washington
  • A second lien on substantially all non-real-estate assets, junior only to AgWest
  • Pari passu liens on various real estate owned by MTA Holdings
• The Quincy property was sold along with the Anderson Holdings transaction. Its net proceeds of $483,158.03 are held in the transaction reserve and will be paid to Rooster Capital on the effective date.

PGIM Repayment and Collateral Backstops

• PGIM Real Estate Finance, LLC's secured claims, plus interest, fees and costs after the effective date, are to be paid from the following sources:
  • PGIM's $1,176,250 from the transaction reserve
  • Net proceeds from the sale of the Oregon facility
  • Net proceeds from whichever sells first of Property 1 (the West of Anderson Road property) or Property 2 (the Golf Course property); both are in Kittitas County, Washington, and subject to PGIM first-position deeds of trust
  • Third-party financing
• The debtors intend to pay PGIM in full by the plan deadline. PGIM keeps its liens on unsold collateral and on undistributed proceeds until its secured claims and post-effective-date interest, fees and costs are paid in full. MTA Holdings pays PGIM monthly interest at the non-default rate on the declining principal and reimburses its reasonable fees and costs after the effective date.
• MTA Holdings has agreed to sell the Oregon facility to Aurora Farm and Tractor, LLC for $7.65 million, closing on or before Dec. 15, 2026; the buyer has indicated it may close sooner. All net proceeds go to PGIM under its deed of trust.
• If that sale has not closed by the plan deadline, or by a later date PGIM agrees to in writing, MTA Holdings must hire a pre-selected auctioneer within 10 days. A sale is estimated to take 120 to 150 days, with net proceeds paid directly to PGIM at closing.
• MTA Holdings must keep marketing Property 1 and Property 2, which the debtors expect to bring in approximately $5.2 million in net proceeds. It must close any sale expected to produce minimum net proceeds acceptable to both PGIM and the debtors.
• Either property still unsold at the plan deadline goes to a pre-selected Washington auctioneer, with two exceptions:
  • If PGIM's allowed secured claims total $2 million or less on Jan. 1, 2027, only Property 1 must be auctioned.
  • If one property's proceeds pay PGIM in full, MTA Holdings may pull the other from auction.
• Once the Oregon facility and either Property 1 or Property 2 have sold and PGIM has received the proceeds, MTA Holdings is to refinance the remaining PGIM balance as soon as practicable.
• If all three properties have sold and PGIM is still unpaid on June 30, 2027, MTA Ranch must hire Superior Livestock Auction within 10 days to sell its cattle. Net proceeds are shared pro rata among holders of allowed claims against MTA Ranch, including PGIM, and MTA Ranch keeps any remainder.
• Any auction of PGIM real estate collateral follows these procedures:
  • MTA Holdings picks the auctioneer and sets the auction terms with PGIM's prior written consent. PGIM cannot unreasonably withhold consent if the auctioneer is well established and the terms are commercially reasonable, and PGIM is deemed to consent if it does not respond within five business days.
  • PGIM may credit bid up to the full amount of its unpaid allowed secured claims.
  • At closing, net proceeds go directly to PGIM, after any senior liens, until its allowed secured claims are paid in full.

PGIM Cash Collateral

• Until PGIM is paid in full, rents and other proceeds of its real estate collateral, including Washington plant lease rents to the extent they are PGIM's cash collateral, remain its cash collateral. They are subject to the following conditions:
  • MTA Holdings may spend rents only under a monthly budget PGIM approves in writing, and PGIM may not unreasonably withhold approval.
  • Total monthly spending may run up to 20% over budget without further consent, and unspent amounts roll forward. Costs of selling PGIM collateral and professional fees relating to PGIM, its claims or its collateral do not count toward the variance.
  • MTA Holdings must send PGIM a report comparing actual spending with the budget by the 20th of each month.
  • MTA Holdings must pay real estate taxes on time, keep PGIM collateral insured and comply with material leases on it.
  • MTA Holdings must give PGIM all reporting required under the loan documents and any other information PGIM requests, including progress reports on refinancing or sales and copies of all LOIs, offers and term sheets for PGIM collateral or a refinancing.

Exhibit B Sources and Uses

• Exhibit B, a sources and uses schedule for the sale of all assets, projects total proceeds of $51.7 million against total payoff amounts of $52.5 million, a negative difference of $817,938. It also shows a cash balance of $1.49 million at Dec. 31, 2026.
• Projected sources include:
  • Net sale proceeds of $14.2 million
  • The Oregon plant sale at $6.725 million (Dec. 1, 2026)
  • The Golf Course property at $2.07 million (Nov. 30, 2026) and the West of Anderson Road property at $2.61 million (Dec. 31, 2026)
  • $7.375 million of exit financing (Dec. 31, 2026)
  • $6.67 million of accounts receivable and $3.5 million of cash
  • $1.5 million of collateralized CDs and a $2.29 million deferred compensation and captive equity investment, both with timing to be determined
  • $776,000 from selling Arizona property owned by a non-debtor entity
• Projected uses include:
  • The AgWest line of credit at $11.9 million, plus $225,000 of accrued interest and $225,000 of professional fees
  • The DIP at $4.62 million
  • Two long-term debt lines labeled Prudential at $7.5 million each, with $170,000 and $280,000 of accrued interest, plus $550,000 of professional fees on the first
  • Prepetition accounts payable of $4.77 million and postpetition accounts payable of $3.72 million
  • Long-term deferred compensation of $4.29 million
  • Long-term equipment debt of $1.85 million
  • $570,000 of MTA Ranch long-term debt
  • $200,000 of U.S. Trustee fees and $425,000 of bankruptcy professional fees

Treatment of Claims and Interests

• Every class is impaired except Classes 11 and 13. The plan states that every holder of a claim or interest may return a ballot, and the debtors will ask the court to confirm the plan over any rejecting class under section 1129(b).
• Unless noted otherwise, each secured class:
  • Keeps its liens until paid in full
  • Accrues interest at the non-default contract rate
  • Is paid in full in cash on the earlier of the plan deadline and a Financial Event, defined as the closing of either the Anderson Holdings transaction or a refinancing after the effective date large enough to pay all allowed claims in full
• Administrative claims (unclassified): ordinary-course postpetition claims are paid in the ordinary course. Other administrative claims incurred before confirmation are paid on or before the effective date. Professionals are paid on the latest of the effective date, allowance, or three business days after unencumbered funds become available. The bar date for administrative claims, excluding professionals, is 30 days after the effective date.
• Priority tax and other priority claims (unclassified): paid in full by the plan deadline in the amounts set by the court's claims orders. Priority tax claims include interest through the effective date but no penalties. The other priority claims include HYG Financial Services, LLC's $1,633.11 priority claim.
• MTA Holdings intercompany claim (unclassified): Enterprise owed MTA Holdings $4.55 million at the petition date under an Oct. 10, 2023, promissory note. The note is secured by Enterprise's personal property, including inventory, equipment, accounts and deposit accounts, and was perfected by a UCC-1 filed Sept. 3, 2024. MTA Holdings subordinates its lien and claim to all other allowed claims and receives nothing until those claims are paid in full.
• Classes 1–3, PGIM secured claims (impaired, entitled to vote): allowed as of the effective date in amounts agreed with the debtors or, if they cannot agree, fixed by the court. They are paid from the PGIM sources and backstops described above; the class treatment calls for payment in full on the earlier of a Financial Event and the plan deadline, though the PGIM auction and cattle-sale backstops are triggered only at or after the plan deadline. PGIM's three loans are:
  • Class 1: the -200 loan to AHG, with $10 million original principal and approximately $7.5 million outstanding as of March 31, 2026, guaranteed by Agri, MTA Holdings, Enterprise, Pet Holdings and MTA Farms
  • Class 2: the -201 loan to MTA Holdings, with $4 million original principal and approximately $3 million outstanding, guaranteed by Agri, AHG, Enterprise, Pet Holdings and MTA Farms
  • Class 3: the Note 3 loan to AHG, MTA Holdings and MTA Ranch as co-borrowers, with $5 million original principal and approximately $4.5 million outstanding as of the plan date, guaranteed by Agri, Enterprise, Pet Holdings and MTA Farms
• Class 4, AgWest secured claim (impaired, entitled to vote): allowed in an amount agreed with the debtors or fixed by the court, and paid first from the sale proceeds no later than the effective date. The revolving line, borrowed by Enterprise, AHG, Agri, Pet Holdings, MTA Farms and a non-debtor affiliate under a Nov. 1, 2024, note with $25 million original principal, had approximately $11.7 million outstanding as of May 31, 2026. A separate $2.5 million AgWest loan has been repaid in full.
• Classes 5–7, Ally Financial Inc. secured claims (impaired, entitled to vote): allowed at $390,171 against AHG (Class 5), $428,591 against Agri (Class 6) and $36,667.75 against MTA Ranch (Class 7), and paid from the transaction reserve.
• Class 8: intentionally deleted.
• Class 9, Agco Finance LLC secured claim against Agri (impaired, entitled to vote): preliminarily allowed at $400,625.23 plus reasonable attorneys' fees. The claim stood at $603,067.26 on the petition date. Since then, Agri has sold two financed rakes and paid Agco the net proceeds, the debtors have made several payments, and Agri has returned six big balers that Agco has not yet sold. Yarbro Auctioneers will auction the balers on Nov. 12, 2026, or on a later date the parties agree, and the net proceeds reduce the preliminary amount to the final allowed claim.
• Class 10, CNH Industrial Capital LLC secured claim against Agri (impaired, entitled to vote): allowed at $120,343.32 and paid from the transaction reserve.
• Class 11, Joel and Marie Smith secured claim against MTA Holdings (unimpaired, entitled to vote): allowed at $34,304.57 and paid under the existing loan documents.
• Class 12, DFS Finance (a division of FNBO) secured claims against MTA Ranch (impaired, entitled to vote): two claims allowed at $143,777.66 and $156,332.35, including interest and fees.
• Class 13, DeWitte secured claim against MTA Ranch (unimpaired, entitled to vote): the claim of Renee DeWitte, as trustee of the Malcolm DeWitte Unified Credit Trust, is allowed at $548,240.24 and paid under the existing loan documents.
• Class 14, AgDirect secured claim against AHG (impaired, entitled to vote): allowed at $22,134.73 and paid from the transaction reserve.
• Class 15, Lincoln Automotive Financial Services secured claim against AHG (impaired, entitled to vote): allowed at $50,641.79.
• Classes 16–22, general unsecured claims against AHG (Class 16), Agri (17), Enterprise (18), Pet Holdings (19), MTA Farms (20), MTA Holdings (21) and MTA Ranch (22) (impaired, entitled to vote): paid in full in cash on the earlier of a Financial Event and the plan deadline, in the amounts set by the court's claims orders. Class 16 also includes HYG Financial Services' $148,144.63 unsecured claim.
  • Any part of a Class 16 or 17 claim that the claims orders treat as a section 503(b)(9) priority claim is paid in full on the effective date. A disputed priority portion is paid within 10 business days after a final order fixing its amount.
  • PGIM holds allowed unsecured claims against Agri, Enterprise, Pet Holdings and MTA Farms as guarantors, and has reserved the right to assert section 506(a)(1) unsecured claims against the borrower debtors.
  • No distribution may be made to Classes 16–22 until PGIM's secured claims are paid in full or PGIM receives its pro rata share of that distribution. PGIM's share is calculated on its unpaid claim in the class after crediting everything it has received on the PGIM loans, and anything it receives this way counts against its secured claims.
  • This restriction does not apply to administrative, priority tax or other priority claims, or to the section 503(b)(9) portions of Class 16 and 17 claims.
• Classes 23–25, Mark T. Anderson's equity in Enterprise, MTA Holdings and MTA Ranch (impaired, entitled to vote): retained, with no distributions until all allowed claims are paid in full.
• Classes 26–29, Enterprise's equity in Agri, AHG, MTA Farms and Pet Holdings (impaired, entitled to vote): retained, subject to any ownership changes from the debtors' internal restructuring, with no distributions until all allowed claims are paid in full.
• Class 30, Rooster Capital DIP claim (impaired, entitled to vote): allowed at $4,643,042.73 as of Sept. 28, 2026, plus accruing interest, fees and costs. It is paid in full by the effective date from the Quincy proceeds and receivable collections.

Deere Credit Claim

• Deere Credit, Inc.'s unsecured claim is not resolved by the court's claims orders. The plan converts the pending contested matter into an adversary proceeding to fix the amount owed, if any. The court keeps separate jurisdiction over that proceeding so the cases can close, and the debtors must pay any amount found owing within 30 days after a final order.
• In March 2026, Deere filed a $3.48 million proof of claim (Claim 89-1), stating it would amend its rejection damages claim after selling collateral the debtors had returned. It later sold that equipment for more than $5 million but says it is still owed more than $3 million.
• Enterprise, AHG and Agri objected to the claim on July 29, 2026 [ECF Nos. 622, 623], and Deere responded on Aug. 28, 2026 [ECF Nos. 669, 670].

Key Dates

• Nov. 12, 2026: Yarbro Auctioneers is to auction Agco's six balers, unless the parties agree on a later date.
• Dec. 15, 2026: the outside closing date for the Oregon facility sale to Aurora Farm and Tractor.
• Dec. 31, 2026: the plan deadline for paying all allowed claims in full. If Property 1 or Property 2 is still unsold, or the Oregon facility sale has not closed (absent a later date PGIM agrees to in writing), the auction requirements are triggered.
• Jan. 1, 2027: if PGIM's allowed secured claims are $2 million or less on this date, only Property 1 must be auctioned.
• June 30, 2027: if PGIM is still unpaid after all three properties have sold, MTA Ranch's cattle must be sold.
• Sept. 30, 2027: the secondary plan deadline for paying all allowed claims in full.
• Effective date: the outside date for the AgWest and DIP payoffs, the payment date for section 503(b)(9) claims, and the date the committee dissolves.
• 30 days after the effective date: deadline for cure payments, rejection damages proofs of claim, administrative claims, and final fee applications from committee professionals.
• 60 days after the effective date: claim objection deadline.
• Two years after the petition date: deadline to pursue causes of action.

Executory Contracts and Leases

• The plan assumes the contracts and leases listed on Exhibit A, all with no cure amount except two:
  • $2,715 owed to Penser North America for workers' compensation claims management
  • $144,074.88 owed to Robin Anderson under a deferred compensation agreement, which will not be paid until all non-insider creditors are paid in full
• All other executory contracts and unexpired leases are rejected as of the effective date.
• The assumed agreements include:
  • Deferred compensation, deferred bonus, executive employment security, executive incentive and professional services agreements with Jeff Ravet
  • Executive employment security, executive incentive and professional services agreements with Steve Gordon, the CFO who signed the plan
  • Residential leases with Matthew Anderson, Molly Anderson and Cynthia Nordquist
  • An Exclusive Resorts vacation club membership
  • Barn leases to Pape Trucks and WinCo Foods on Anderson Road in Ellensburg
  • A lease and royalty agreement with Ellensburg Cement Products for removing rock
  • Benjamin Faubion, LLC's marketing and sales commission agreements for the Oregon plant
  • AHG's lease of the Aurora, Oregon, plant from MTA Holdings
• A counterparty claiming a cure amount must object by the confirmation objection deadline and itemize the amount. A counterparty that does not object is deemed to accept assumption with no cure. Any cure owed is paid in a single payment within 30 days after the effective date.
• Rejection damages claims go into the general unsecured class of the counterparty debtor and must be filed within 30 days after the effective date.

Causes of Action

• All claims and causes of action, including avoidance actions, vest in the reorganized debtors. They do not plan to pursue them unless allowed claims cannot be paid in full by the plan deadline. In that case, after weighing the risks and expense, they will investigate, prosecute and settle the claims in their ordinary business judgment without court approval, and net proceeds go pro rata to holders of unpaid allowed claims. The deadline to pursue them is two years after the petition date.

Exculpation

• The debtors and each of their members, attorneys, consultants, financial advisors, accountants and other advisors and agents are exculpated for conduct from the petition date through the effective date. The protection covers the cases, the cash collateral orders, the disclosure statement, and the plan's formulation, solicitation, confirmation, funding and consummation. It excludes gross negligence, fraud and willful misconduct as determined by a final order.
• Beyond this exculpation, which the plan frames as both a release and an exculpation of those parties, the plan contains no separate debtor or third-party release.

Implementation and Post-Effective Date Matters

• On or before the effective date, Agri, MTA Farms, Pet Holdings and three non-debtor entities owned by Enterprise will be dissolved, and their assets and liabilities transferred to AHG.
• Property vests in the reorganized debtors free and clear, except for liens the plan preserves. The reorganized debtors may run their businesses, buy and sell property, and hire professionals without court approval.
• The unsecured creditors' committee dissolves on the effective date, and its professionals must file final fee applications within 30 days.
• An event of default occurs if the reorganized debtors fail to perform any material plan term, including a payment after any cure period. After written notice, they have 30 days to resolve or cure the default before the creditor may pursue remedies under applicable law.
• The plan provides that sales of Washington real estate after confirmation are not subject to real estate excise tax under section 1146(a) and WAC 458-61A-207.
• The reorganized debtors reserve the right to modify the plan before or after confirmation.
• Distribution checks left unnegotiated for 90 days are stopped and the funds revert to the reorganized debtors, and checks returned as undeliverable may be voided; in either case the creditor's claim is deemed satisfied in full.
• The reorganized debtors pay quarterly U.S. Trustee fees and file post-confirmation reports each quarter until the cases close.