Avenger Flight Group - Chapter 11 Bidding Procedures Summary

Avenger Flight Group obtained approval of bidding procedures for a sale of substantially all assets to stalking horse bidder AFG Topco LP (an affiliate of the DIP and prepetition term loan lenders with credit bid rights), establishing a March 27 bid deadline and April 2 auction with a $500,000 minimum overbid increment, ahead of an April 7 sale hearing and April 12 closing deadline.

Bidding Procedures Summary

Parties Involved

Sellers: Avenger Flight Group, LLC; AFG Dallas III, LLC; AFG Dallas IV, LLC; AFG Dallas, LLC; AFG EU Operations Corp.; AFG FLL, LLC; AFG Latam Holding Corp.; AFG Latam Sim Holdings II, LLC; AFG Latam Sim Holdings III, LLC; AFG Latam Sim Holdings IV, LLC; AFG Latam Sim Holdings, LLC; AFG Latam, LLC; AFG Mexico Corp.; AFG Orlando, LLC; AFG Sanford, LLC; AFG Sim Holding Corp.; Avenger Flight Group Europe, Corp.; Avenger Flight Group Topco, LLC; Avenger Flight Training, LLC; Avenger Flight Group Mexico II, S. de R.L. de C.V; and Papi Flight Training, LLC
Purchaser: AFG Topco L.P (or such affiliate(s) as it may designate in writing pursuant to the terms of the Stalking Horse APA), as the Stalking Horse Bidder
The Stalking Horse Bidder is an affiliate of the DIP Lenders and Prepetition Term Loan Lenders.
The Stalking Horse APA was negotiated in good faith and at arm's-length by the Debtors and the Stalking Horse Bidder.
The Stalking Horse Bidder and its counsel and advisors have acted in "good faith" within the meaning of Section 363(m) of the Bankruptcy Code in connection with the Stalking Horse Bidder's negotiation of the Bid Procedures and entry into the Stalking Horse APA.

Assets Being Sold

The Debtors are soliciting interest for the consummation of one or more Sales with respect to all or substantially all of the Debtors' Assets.
All of the Debtors' rights, title, and interest in and to the Assets shall be sold free and clear of any Encumbrances on an "as is, where is" and "with all faults" basis and without representations, warranties, or guarantees, express, implied or statutory, written or oral, of any kind, nature or description, by the Debtors, their affiliates or their respective representatives, except as otherwise provided in the applicable Purchase Agreement, to the maximum extent permitted by sections 363 and 365 of the Bankruptcy Code.
Such Encumbrances will attach to the net proceeds of the applicable Sale with the same validity and priority as such Encumbrances applied against the respective Assets purchased pursuant to these Bid Procedures.

Stalking Horse Bid

AFG Topco LP has been designated and approved as the Stalking Horse Bidder for the Assets pursuant to the terms of the Stalking Horse APA.
The Stalking Horse APA represents the highest or otherwise best offer the Debtors have received to date to purchase the Assets designated for purchase thereunder.
The Stalking Horse APA provides the Debtors with the opportunity to sell such Assets in a manner designed to preserve and maximize their value and provides a floor for a further marketing and auction process.
Without the Stalking Horse APA, the Debtors are at significant risk of realizing a lower price for such Assets.
The Stalking Horse Bid will enable the Debtors to minimize disruption to the Debtors' restructuring and/or sale process and secure a fair and adequate baseline bid for the Purchased Assets at the Auction(s) (if any).
The Buyer shall act as a "stalking horse bidder" pursuant to the Stalking Horse APA and shall be subject to higher or otherwise better offers in accordance with the Stalking Horse APA and the Bid Procedures.
The Stalking Horse Bidder is and shall be deemed a Qualified Bidder (without regard to any of the requirements or conditions set forth in the Bid Procedures and without any further action by the Stalking Horse Bidder), and the Stalking Horse Bid (including as it may be increased at any Auction) is and shall be deemed a Qualified Bid for purposes of the Bid Procedures.
The Stalking Horse Bidder's Qualified Bid status cannot be abrogated by subsequent amendment or modification by the Debtors of the Bid Procedures.
The Debtors are authorized to enter into the Stalking Horse APA (as shall be amended in accordance with the terms of the Committee Resolution) and comply with any and all obligations set forth in the Stalking Horse APA that are intended to be performed prior to entry of the Sale Order(s).

Credit Bid

Any bidder holding a perfected, non-avoidable security interest in any of the Assets may seek to credit bid all, or a portion of, such bidder's claims for its respective collateral in accordance with section 363(k) of the Bankruptcy Code, provided that such credit bid complies with the terms of the Bid Procedures (except as otherwise provided).
Any credit bid by the Prepetition Term Loan Secured Parties (or any designee thereof) or the DIP Secured Parties (or any designee thereof) shall automatically be deemed a Qualified Bid.
Pursuant to the terms and conditions of the DIP Order, the DIP Agent (at the direction of the Required DIP Lenders) and the Prepetition Term Loan Agent (at the direction of the Required Lenders) are permitted to credit bid any outstanding DIP Obligations, Term Loan Adequate Protection Obligations, and/or Prepetition Term Loan Obligations, respectively, in accordance with 363(k) of the Bankruptcy Code in any sale of Assets.
The DIP Agent (at the direction of the Required DIP Lenders) and the Prepetition Term Loan Agent (at the direction of the Required Lenders) shall each have the absolute right to assign, transfer, sell, or otherwise dispose of their respective rights to credit bid in whole or in part to any acquisition vehicle formed in connection with such bid (including, but not limited to the Stalking Horse Bidder) or other designee.
The Stalking Horse Bidder (as an affiliate of the DIP Lenders and Prepetition Term Loan Lenders or other designee thereof) shall have the unqualified right to credit bid on a dollar-for-dollar basis up to the full amount of the DIP Obligations, the Term Loan Adequate Protection Obligations, and the Prepetition Term Loan Obligations pursuant to section 363(k) of the Bankruptcy Code.

Bid Requirements

To participate in the bidding process and receive due diligence information, Interested Parties must deliver the Preliminary Bid Documents to the Recipient Parties, including:
- An executed confidentiality agreement using the Debtors' form
- A statement demonstrating a bona fide interest in purchasing all or any portion of the Assets
- A statement detailing whether the party is partnering with any other interested party in connection with a potential joint Bid
Each Bid must be accompanied by a Good Faith Deposit in the form of a wire transfer, certified check, or cash equal to 10% of the Bidder's proposed Purchase Price, which will be held in a non-interest bearing escrow or trust account.
Each Bid must clearly set forth the cash purchase price and identify any non-cash consideration included in such Bid, including which executory contracts and unexpired leases the Bidder expects the Debtors to assume and assign to the Bidder and which liabilities the Bidder is agreeing to assume.
The Cash Consideration of any Qualified Bid must be a Topping Bid that provides for consideration at Closing equal to or in excess of the sum of: (i) the Stalking Horse Bid; and (ii) the Minimum Increment.
Each Bid must include a signed writing stating that it is binding and irrevocable until the selection of the Successful Bidder, provided that if such Bidder is selected as the Successful Bidder or the Back-Up Bidder, its offer shall remain irrevocable until Closing.
Each Bid must include an executed Purchase Agreement marked against the Stalking Horse APA, including:
- A redlined copy of the Purchase Agreement marked to show all changes requested by the Qualified Bidder against the Stalking Horse APA
- Any changes to any exhibits or schedules to the Purchase Agreement
The terms and conditions of the Contemplated Transaction Documents must be, in the aggregate, not materially more burdensome to the Debtor than the provisions contained in the Stalking Horse APA.
A Bid must identify with particularity each and every condition to Closing and all Transferred Contracts pursuant to the Contemplated Transaction Documents.
All Bids must provide that all Cure Amounts will be paid by such Bidder.
The Contemplated Transaction Documents must include a commitment to close by no later than April 12, 2026.
A Bid shall contain a detailed description of how the Potential Bidder intends to treat current employees of the Debtors.
A Bid may not be conditioned on obtaining financing, any internal approval, on the outcome or completion of due diligence, or of any other contingency; provided that it may be subject to the accuracy in all material respects at Closing of representations and warranties or the satisfaction in all material respects of customary conditions for transactions of similar size and nature at or before Closing.
A Bid must disclose any regulatory or governmental approval required for the Potential Bidder to consummate the Sale and the time period within which the Potential Bidder expects to receive such regulatory or governmental approval.
Each Bid must include a representation that the Bidder has not engaged in any collusion with respect to its Bid submission and that the Bidder will not engage in any collusion with respect to any Bids, the Auction, or the Sale Process.
Each Bid must include evidence of authorization and approval from such Potential Bidder's board of directors (or comparable governing body, or a statement as to why such approval is unnecessary) with respect to the submission, execution, delivery, and closing of the Contemplated Transaction Documents.
A Bid must fully disclose the identity of the entity that is submitting the Bid, including the identity of the ultimate beneficial owners of the Bidder and the identity of any person or entity providing debt or equity financing for the Bid.
Each Bid must include written evidence that demonstrates the Potential Bidder has the necessary financial ability to close the contemplated Sale and provide adequate assurance of future performance under all Transferred Contracts.
Each Bid must demonstrate that the Potential Bidder can provide adequate assurance of future performance to the applicable counterparty under all Transferred Contracts as required by section 365 of the Bankruptcy Code.
A Bidder may not request any break-up fee, termination fee, expense reimbursement, or any similar type of payment.
By submitting a Bid, a Bidder shall be deemed to waive the right to pursue a substantial contribution claim under section 503 of the Bankruptcy Code relating in any way to the submission of its Bid, compliance with the Bid Procedures, or participation in the Sale Process.
A Bid must include an acknowledgement and representation that the Potential Bidder has had an opportunity to conduct any and all due diligence regarding the Assets and Assumed Liabilities prior to making its Bid, that it has relied solely upon its own independent review, investigation, and/or inspection of any documents and/or the Assets in making its Bid, and that it did not rely upon any written or oral statements, representations, warranties, or guaranties except as expressly stated in the Contemplated Transaction Documents.
A Bid must include an acknowledgement and representation that the Potential Bidder understands that any Sale Transaction shall be on an "as is, where is" basis and without representations or warranties of any kind except to the extent set forth in the Purchase Agreement of the Successful Bidder.

Overbid

During the Auction, bidding shall begin with the Baseline Bid.
Initial Overbid: $500,000 (the "Minimum Increment")
Any Overbids subsequent to the Initial Overbid shall be made in increments of at least the applicable Minimum Increment; provided, however, that any Overbids by the Stalking Horse Bidder(s) shall only be required to be equal to the sum of (a) the Baseline Bid or the then existing highest Bid plus (b) the Minimum Increment.
After setting the Minimum Increment, such amount may be adjusted in response to bidding activity.
Any Overbid made by a Qualified Bidder must remain open and binding on the Qualified Bidder until and unless the Debtors, after consultation with the Consultation Parties, accept a higher Qualified Bid as an Overbid.
An Overbid may contain alterations, modifications, additions, or deletions of any terms of the Bid no less favorable to the Debtors' estates than any prior Qualified Bid or Overbid, but shall otherwise comply with the terms of the Bid Procedures.
Round-skipping is explicitly prohibited. To remain eligible to participate in the Auction, in each round of bidding, each Qualified Bidder must submit a Bid that is a higher or otherwise better offer than the immediately preceding Bid submitted by a Qualified Bidder in such round of bidding.
To the extent a Qualified Bidder fails to bid in such round of bidding or to submit a Bid that is a higher or otherwise better offer than the immediately preceding Bid, such Qualified Bidder shall be disqualified from continuing to participate in the Auction for the Assets.
To the extent not previously provided on or before the Bid Deadline, a Qualified Bidder submitting an Overbid must submit, as part of its Overbid, evidence reasonably acceptable to the Debtors, after consultation with the Consultation Parties, demonstrating such Qualified Bidder's ability to close the Sale proposed by such Overbid.

Bid Protections

No Qualified Bidder or any other person or entity shall be entitled to any expense reimbursement or any break-up, termination, or other similar fee or payment in connection with the Sale(s).

Good Faith Deposit

Each Bid must be accompanied by a Good Faith Deposit equal to 10% of the Bidder's proposed Purchase Price.
The Stalking Horse Bidder is a Qualified Bidder and shall not be required to provide a Good Faith Deposit.
In the event that any Potential Bidder is determined by the Debtors not to be a Qualified Bidder, the Potential Bidder shall be refunded its Good Faith Deposit.
The Good Faith Deposit of any Successful Bidder (or any Back-Up Bidder that becomes a Successful Bidder) shall be applied to the Purchase Price of such Sale at Closing.
Counsel to the Debtors will hold the Good Faith Deposits of the Successful Bidder(s) and the Back-Up Bidder(s) in escrow until the Closing of the Sale with the Successful Bidder(s).
Good Faith Deposits of all other Qualified Bidders shall be held in a segregated account, and thereafter returned to the respective Bidders following the conclusion of the Auction.
If a Successful Bidder (including any Back-Up Bidder that has become the Successful Bidder) fails to consummate an approved Sale because of a breach or failure to perform on the part of such Successful Bidder, the Debtors shall be entitled to retain such Successful Bidder's Good Faith Deposit as part of the Debtors' damages resulting from such Successful Bidder's breach or failure to perform, without prejudice to the Debtors' rights to seek additional damages from the Court as appropriate.
The retention of the Good Faith Deposit is not, and is not intended to be, liquidated damages.
Within one (1) business day after the close of the Auction, the Successful Bidder(s) shall supplement the Successful Bidder(s)' Good Faith Deposit(s) such that the Good Faith Deposit(s) shall be equal to an amount that is ten percent (10%) of the Purchase Price of the Successful Bid(s); provided that the Stalking Horse Bidder shall not be required to make any Good Faith Deposit(s).
The Good Faith Deposit of the Back-Up Bidder(s) shall be returned by the Debtors within three (3) days after Closing.

Auction Details

If the Debtors receive more than one Qualified Bid for any particular Asset or portion of Assets by the Bid Deadline, the Debtors shall conduct the Auction to determine the Successful Bidder(s) in their reasonable business judgment, in consultation with the Consultation Parties, with respect to such Assets or portion of the Assets.
If the Debtors do not receive a Qualified Bid for any particular Asset by the Bid Deadline, the Debtors will not conduct the Auction with respect to such Asset.
If one or more Qualified Bids (other than the Stalking Horse Bid) are received by the Bid Deadline with respect to the applicable Assets, then the Debtors shall conduct the Auction with respect to such Assets.
The Debtors, in consultation with the Consultation Parties, shall determine which Qualified Bid is the highest or other best Qualified Bid for purposes of constituting the opening bid at the Auction for the relevant Assets (the "Baseline Bid(s)").
The determination of which Qualified Bid(s) constitute the Baseline Bid(s) and which Qualified Bid(s) constitute the Successful Bid(s) shall take into account the Bid Assessment Criteria, including: (a) the amount and nature of the consideration; (b) the certainty of closing; (c) the net economic effect of any changes to the value to be received by the Debtor's creditors from the proposed Sale Transaction(s); (d) the allocation of the Purchase Price between or among Assets; (e) tax consequences of such Qualified Bid(s); and (f) any other quantitative or qualitative criteria available to assess such Bid.
The Baseline Bid(s) will be provided to the Qualified Bidders (including the Stalking Horse Bidder) prior to the commencement of the Auction.
Unless otherwise designated by the Debtors, after consultation with the Consultation Parties, the Auction shall commence at 10:00 a.m. (Eastern Time) on April 2, 2026, at a location to be designated in the Auction Notice.
In the Debtors' discretion, the Auction may be held by telephonic or video conference.
Only the Stalking Horse Bidder and Qualified Bidders that have submitted Qualified Bids are eligible to participate at the Auction.
Only the authorized representatives and professional advisors of each of the Qualified Bidders, the Stalking Horse Bidder, the Debtors, the Consultation Parties, and the United States Trustee for the District of Delaware shall be permitted to attend the Auction.
The Debtors and their professionals shall direct and preside over the Auction.
At the start of the Auction, the Debtors shall describe the terms of any Baseline Bid(s).
All Bids made thereafter shall be Overbids and shall be made and received on an open basis, and all material terms of each Bid shall be fully disclosed to all other Qualified Bidders.
The Debtors may, in consultation with the Consultation Parties, announce at the Auction additional procedural rules for conducting the Auction or otherwise modify the Bid Procedures; provided that such rules are disclosed to each Qualified Bidder during the Auction.
The Debtors shall maintain a transcript of all Bids made and announced at the Auction, including the Baseline Bid(s), all Overbids, and the Successful Bid(s).
Pursuant to Local Rule 6004-1, each Qualified Bidder shall be required to confirm that it has not engaged in any collusion with respect to the Sale Process, the Bid Procedures, the Auction, or the proposed Sale Transaction(s).
The Debtors reserve the right, after consultation with the Consultation Parties, to make one or more adjournments in the Auction to, among other things: facilitate discussions between the Debtors and individual Qualified Bidders; allow individual Qualified Bidders to consider how they wish to proceed; and give Qualified Bidders the opportunity to provide the Debtors with such additional evidence as the Debtors may require that the Qualified Bidder has sufficient internal resources or has received sufficient non-contingent debt and/or equity funding commitments to consummate the proposed Sale at the prevailing Overbid amount.
The Debtors, after consultation with the Consultation Parties, may (a) determine which Qualified Bid or Qualified Bids, if any, is the highest or best offer for all or any portion of the Assets, (b) reject at any time before entry of an order of the Court approving a Sale of all or any portion of the Assets pursuant to a Qualified Bid (other than the Stalking Horse Bid), any Bid that is (i) inadequate or insufficient; (ii) not in conformity with the requirements of the Bankruptcy Code, the Bid Procedures, or the Bid Procedures Order; or (iii) contrary to the best interest of the Debtors, their estates, and their creditors, (c) modify the Bid Procedures in response to the bidding activity at the Auction.
All Qualified Bidders at the Auction shall be deemed to have consented to the core jurisdiction of the Court and to have waived any right to a jury trial in connection with any disputes relating to the Sale Process, the Auction, the Bid Procedures, and the construction and enforcement of each Qualified Bidder's Contemplated Transaction Documents, as applicable.
The Auction shall continue until there is only one Qualified Bid for all of the Assets (or multiple non-overlapping Qualified Bids for any subsets of the Assets if there is no single Qualified Bid for all the Assets) that the Debtors determine, in the exercise of their business judgment and after consultation with the Consultation Parties, is the highest or otherwise best Qualified Bid(s), and that further bidding is unlikely to result in a higher or otherwise better Qualified Bid, at which point, the Auction will be closed.
The Auction shall not close unless and until all Qualified Bidders have been given a reasonable opportunity to submit an Overbid at the Auction.
In selecting the Successful Bid, the Debtors, after consultation with the Consultation Parties, may consider all factors relevant to the sale of the Assets, including the Bid Assessment Criteria.
Upon the closing of the Auction, the Debtors, after consultation with the Consultation Parties, shall identify the Successful Bidder(s) and the Successful Bid(s) and the Back-Up Bidder(s) and Back-Up Bid(s) as soon as reasonably practicable which highest or best offer will provide the greatest amount of net value to the Debtors, and advise the Qualified Bidders of such determination.
The Qualified Bidder with the second highest or otherwise best Bid at the Auction, as determined by the Debtors, after consultation with the Consultation Parties, shall be required to serve as the Back-Up Bidder(s).
The identity of the Back-Up Bidder(s) and the amount and material terms of the final Bid of the Back-Up Bidder(s) shall be announced by the Debtors at the conclusion of the Auction at the same time the Debtors announce the Successful Bid(s).
Any Back-Up Bidder shall keep its Back-Up Bid open and irrevocable until the Closing of the Sale with the Successful Bidder.
Notwithstanding anything to the contrary, the Stalking Horse Bidder shall not be required to serve as a Back-Up Bidder, notwithstanding such Stalking Horse Bidder's Stalking Horse Bid being the next highest or best Bid after a Successful Bid for the Assets, without its prior written consent.
The Debtors shall not consider any Bids or Overbids submitted after the closing of the Auction and any and all such Bids and Overbids shall be deemed untimely.
The Successful Bid(s) of the Successful Bidder(s) and the Back-Up Bid(s) of the Back-Up Bidder(s), respectively, must be irrevocable until Closing.
In the event, after the conclusion of the Auction, that certain discrete Assets which are not included in the Successful Bid(s) have not been sold (the "Unsold Assets"), the Debtors may, in the exercise of their business judgment and after consultation with the Consultation Parties, resume an auction for the sale of the Unsold Assets, on such bid procedures as may be implemented by the Debtors after consultation with the Consultation Parties.

Assumption and Assignment

As part of a Sale(s), the Debtors may assume and assign certain of their executory contracts and unexpired leases (the "Potential Assumed/Assigned Contracts") to one or more Successful Bidders (i.e. the Transferred Contracts).
The procedures governing the Debtors' identification of the Potential Assumed/Assigned Contracts and the Contract Counterparties' rights and obligations with respect to objecting to such identification, including to the assumability, assignability, or transferability of such Potential Assumed/Assigned Contracts and/or to the amounts the Debtors believe necessary to cure all monetary defaults under such Potential Assumed/Assigned Contracts pursuant to section 365 of the Bankruptcy Code, are governed by the Bid Procedures Order.
If no Assignment Objections or Cure Objections are filed or received with respect to any Potential Assumed/Assigned Contracts identified on the Cure Schedule in accordance with the Bid Procedures Order, then the Cure Amounts set forth in the Cure Schedule for such Potential Assumed/Assigned Contract will be binding upon the Contract Counterparty to such Potential Assumed/Assigned Contract for all purposes and will constitute a final determination of the Cure Amounts required to be paid by the Debtors in connection with the assumption and assignment of such Potential Assumed/Assigned Contract.
Upon determination of the Successful Bid(s), on or before April 3, 2026, the Debtors will file a Notice of Successful Bidder with the Court.
Any Contract Counterparty to a Transferred Contract seeking additional assurance of future performance than that provided by the Successful Bidder(s) should immediately contact Steven W. Golden (sgolden@pszjlaw.com) and the applicable Successful Bidder to attempt to resolve any Adequate Assurance Objection.
To the extent the parties are unable to consensually resolve the Adequate Assurance Objection prior to Closing, the Court will set a hearing, which may be at the Sale Hearing, on the Adequate Assurance Objection to determine whether terms of the Successful Bid are compliant with section 365 of the Bankruptcy Code in providing adequate assurance of future performance to the Contract Counterparty of the applicable Transferred Contract.
The Debtors intend to cooperate with Contract Counterparties to Transferred Contracts to attempt to reconcile any Adequate Assurance Objection.
If, subsequent to filing the Cure Notice, the Debtors identify additional executory contracts or unexpired leases that they wish to add to or remove from the Cure Schedule (each an "Additional Contract"), the Debtors shall, as soon as practicable after making such a determination, send a supplemental Cure Notice (an "Additional Cure Notice") to the applicable Contract Counterparties to such Additional Contracts.
Any Contract Counterparty that fails to file a Contract Objection or Additional Contract Objection (as applicable) by the Contract Objection Deadline or Additional Contract Objection Deadline (as applicable) in accordance with the Contract and Lease Procedures:
- Shall be deemed to have forever waived and released any right to assert a Contract Objection or Additional Contract Objection (as applicable)
- Shall be forever barred and estopped from (a) objecting to the Cure Amount set forth on the Cure Schedule with respect to the Potential Assumed/Assigned Contract and (b) seeking additional amounts arising under the Potential Assumed/Assigned Contract prior to the closing of the relevant Sale
- Shall be deemed to have consented to the assumption, assumption and assignment, or transfer, as the case may be, of its Potential Assumed/Assigned Contract without the necessity of obtaining any further order of the Court
- Shall be forever barred and estopped from objecting to the assumption, assumption and assignment, or transfer, as the case may be, of its Potential Assumed/Assigned Contract
Contract Objections shall be heard at (i) the Sale Hearing or (ii) on such other date subsequent to the Sale Hearing as the Court may designate, at the request of the Debtors with the consent of the applicable Successful Bidder, prior to, during, or after the Sale Hearing (the "Cure/Assignment Hearing").
Any Additional Contract Objections will be resolved at a hearing to be held by the Court (i) on or before seven (7) calendar days from the timely filing of the Additional Contract Objection; (ii) at the Cure/Assignment Hearing; or (iii) such other date designated by the Court.
Any party in receipt of Adequate Assurance Information under the Bid Procedures Order shall review the Adequate Assurance Information received on a confidential basis and shall not disclose the Adequate Assurance Information except as expressly provided in the Order and the Bid Procedures.
Such counterparty may not use or disclose, except on a confidential basis to Representatives, any confidential Adequate Assurance Information for any purpose other than: (a) evaluating whether adequate assurance of future performance as required under section 365(f)(2)(B) and, if applicable, section 365(b)(3) of the Bankruptcy Code has been provided; and (b) in support of any Adequate Assurance Objection.
Any Adequate Assurance Objection that includes confidential, non-public Adequate Assurance Information must be filed under seal unless disclosure of such confidential, non-public information is authorized by the Debtors and the applicable bidder(s) providing such information.
The party filing an Adequate Assurance Objection under seal shall follow the procedures for the same set forth in the Local Rules.
The unredacted versions of such Assignment Objections shall be served upon the Debtors, the bidder providing such confidential Adequate Assurance Information, the Committee, the DIP Lenders, and the U.S. Trustee on a confidential basis.
Any Representative receiving Adequate Assurance Information shall be notified and shall agree to be bound by the restrictions set forth in the Order.

Sale Free and Clear & Successor Liability

All of the Debtors' rights, title, and interest in and to the Assets subject thereto shall be sold free and clear of any Encumbrances to the maximum extent permitted by section 363 of the Bankruptcy Code, with such Encumbrances to attach to the net proceeds of the applicable Sale with the same validity and priority as such Encumbrances were held against the respective Assets purchased pursuant to the Bid Procedures.
The failure of any objecting person or entity to timely file an objection prior to the Sale Objection Deadline shall be a bar to the assertion at the Sale Hearing or thereafter of any objection to the relief requested by the Debtors, or the consummation and performance of the Sale(s) of the Assets to the Successful Bidder(s), including the transfer of the Assets free and clear of all Encumbrances and the Debtors' assumption and assignment or transfer of the Transferred Contracts to the Successful Bidder(s) and such person shall be deemed to "consent" to such sale for purposes of section 363(f) of the Bankruptcy Code.

Consultation Parties

The Debtors, in their discretion, exercised in good faith and in consultation with (a) the Committee and (b) in the event that the Stalking Horse Bidder terminates its credit bid, the Required DIP Lenders (collectively, the "Consultation Parties"), will have the right to determine the highest or best value from the potential offers received.

Key Dates

Cure Notice Deadline: March 16, 2026
Bid Deadline: March 27, 2026 at 5:00 p.m. (prevailing Eastern Time)
Contract Objection Deadline (including Stalking Horse Adequate Assurance Objection Deadline): March 30, 2026 at 5:00 p.m. (prevailing Eastern Time)
Additional Contract Objection Deadline: The later of (a) the Contract Objection Deadline and (b) fourteen (14) calendar days after the Debtors file and serve the Additional Cure Notice
Deadline to Designate Qualified Bids and File Auction Notice: April 1, 2026
Auction (if necessary): April 2, 2026 at 10:00 a.m. (prevailing Eastern Time)
Deadline to File Notice of Successful Bidder(s) and Back-Up Bidder(s): April 3, 2026
Sale Objection Deadline: April 6, 2026 at 12:00 p.m. (prevailing Eastern Time)
Non-Stalking Horse Adequate Assurance Objection Deadline: April 6, 2026 at 12:00 p.m. (prevailing Eastern Time)
Sale Hearing: April 7, 2026 at 2:00 p.m. (prevailing Eastern Time)
Deadline to Close Sale(s): April 12, 2026