Anthology - Bidding Procedures / APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Sellers: The Debtors (Anthology Inc. and its Debtor Affiliates)
• Stalking Horse Bidders:
  • Ellucian Company LLC, for assets comprising the Debtors’ Enterprise Operations Business Segment.
  • Encoura, LLC, for assets comprising the Debtors’ Lifecycle Engagement and Student Success & Other Business Segments.
• The Stalking Horse Bidders are not insiders or affiliates of the Debtors.

Assets Being Sold

• The sale contemplates the Debtors’ assets categorized into three distinct business segments, referred to as Asset Packages:
  • Enterprise Operations
  • Lifecycle Engagement
  • Student Success & Other
• Potential bidders may submit offers for one or more Asset Packages, or for all of the assets combined.
• Assets comprising the Debtors' Teaching & Learning Business Segment are excluded from the sale process and are anticipated to be restructured through a plan of reorganization.

Stalking Horse Bids

• The Debtors have entered into two separate stalking horse agreements, which they assert represent the highest or best offers received to date following a prepetition marketing process. Both bids are automatically deemed Qualified Bids.
• The purchase price for each stalking horse bid consists of a cash payment and the assumption of certain liabilities, with the cash portion reduced by aggregate cure payments for assumed contracts.
  • Ellucian Company LLC (Enterprise Operations Asset Package): $70 million in cash.
  • Encoura, LLC (Lifecycle Engagement and Student Success & Other Asset Packages): $50 million in cash.

Credit Bid

• Secured creditors, including the Ad Hoc Group, the DIP Agent, and the Prepetition Agent, may credit bid all or a portion of their secured claims for the assets securing such claims, pursuant to section 363(k) of the Bankruptcy Code.
• For evaluation purposes, any credit bid will be deemed a cash bid and will not be considered a detrimental factor in determining the highest or best offer.

Bid Protections

• Bid protections are available exclusively to the Stalking Horse Bidders and are payable upon certain termination events.
• Ellucian Company LLC:
  • Breakup Fee: $2.1 million
  • Expense Reimbursement: Up to $1.4 million
• Encoura, LLC:
  • Breakup Fee: $3 million, reduced by any expense reimbursement previously paid.
  • Expense Reimbursement: Reasonable and documented out-of-pocket costs and expenses.

Overbid

• Initial Overbid: An initial competing bid must exceed the applicable Stalking Horse Bid by an amount equal to the sum of the bid protections plus $1 million.
• Minimum Overbid Increment: Subsequent bids at the auction must be made in minimum increments of $1 million.

Good Faith Deposit

• Each bid must be accompanied by a good-faith deposit equal to 10% of the cash purchase price.
• The deposit of a successful bidder will be credited toward the purchase price at closing. Deposits from unsuccessful bidders will be returned.
• If a successful bidder fails to close the transaction, the Debtors may retain the deposit as damages.

Bid Requirements

• To be deemed a Qualified Bid, a bid must, among other requirements:
  • Be accompanied by an executed purchase agreement, a redline against the relevant Stalking Horse APA, and a 10% good-faith deposit.
  • Fully disclose the bidder's identity and provide evidence of corporate authority to close the transaction.
  • Clearly specify the assets to be acquired and liabilities to be assumed.
  • Contain no financing, due diligence, or other contingencies.
  • Waive any claim for a breakup fee, expense reimbursement, or substantial contribution claim under section 503(b).
  • Agree to serve as a back-up bidder if its bid is the next highest or best.

Auction Details

• An auction will be held on Nov. 17, 2025, if the Debtors receive more than one Qualified Bid for the same Asset Package.
• If only the Stalking Horse Bid is received for a particular Asset Package, the auction for that package will be canceled, and the Stalking Horse Bidder will be deemed the successful bidder.
• The Debtors will conduct the auction in consultation with the Consultation Parties and will select the successful bid(s) based on the highest or otherwise best offer(s).

Assumption and Assignment

• The Debtors will file a Cure Notice identifying executory contracts and unexpired leases that may be assumed and assigned, along with the proposed cure costs for each.
• Counterparties must file any objections to the proposed assumption, assignment, or cure costs by the Cure Objection Deadline of Nov. 14, 2025.

Sale Free and Clear & Successor Liability

• The Debtors seek to sell the assets free and clear of all liens, claims, encumbrances, and other interests to the fullest extent permitted under section 363 of the Bankruptcy Code, with such interests attaching to the sale proceeds.
• The sale order is expected to provide that the successful bidder will not be deemed a successor to the Debtors and will be protected from successor liability claims.

Consultation Parties

• The Debtors will consult with the ad hoc group of secured prepetition and DIP lenders (the Ad Hoc Group) and any official committee appointed in the cases.
• A consultation party may be excluded from consultations regarding a specific Asset Package if it or an affiliate submits a bid for that package.
• The Debtors note that an affiliate of a member of the Ad Hoc Group is the Encoura Stalking Horse Bidder and that information-sharing protocols are in place to manage any potential conflicts.

Key Dates

• Bidding Procedures Objection Deadline: Oct. 21, 2025
• Bidding Procedures Hearing: Nov. 3, 2025
• Bid Deadline: Nov. 13, 2025
• Cure Objection Deadline: Nov. 14, 2025
• Auction (if necessary): Nov. 17, 2025
• Sale Transaction Objection Deadline: Nov. 19, 2025
• Sale Hearing: Nov. 20, 2025