BFG Supply - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Overview

• On Aug. 19, 2026, the Debtors filed a motion seeking entry of (i) a bidding procedures order approving bidding procedures to govern the sale of all, substantially all, or one or more portions of the Debtors' assets, authorizing the Debtors to designate one or more stalking horse bidders and provide bid protections, scheduling an auction and sale hearing, approving the form and manner of the sale notice, approving assumption and assignment procedures and the related cure notice, and granting related relief; and (ii) a sale order approving the sale free and clear of liens, claims, interests, and encumbrances and authorizing the assumption and assignment of certain executory contracts and unexpired leases.
• The Debtors state that they commenced these chapter 11 cases to preserve going-concern value and pursue a value-maximizing transaction, determining with their advisors that value would best be preserved by pursuing a sale of the business and/or assets as a going concern or otherwise, while simultaneously commencing an orderly liquidation of inventory and other working capital assets.
• The Debtors acknowledge the proposed timeline is expedient but assert it is required given limited remaining liquidity, adding that a prolonged process would likely damage key vendor and customer relationships. The Debtors state that the DIP financing offered by their secured lenders, if approved, would be sufficient to run the sale process without financial interruption.
• The bidding procedures and proposed timeline are described as the product of good-faith, arm's-length negotiations between the Debtors and the DIP Credit Parties. The Debtors state the procedures afford interested parties 45 days after the petition date to continue diligence and submit a qualified bid, and 57 days from the petition date to the proposed sale hearing.

Parties Involved

• Sellers: BFG Supply Co., LLC and its affiliated debtors, including Bamboo Purchaser, Inc.; BFG Purchaser Parent, Inc.; BFG Supply Holdings, Inc.; BFG Holdings I, Inc.; BFG Supply Canada Holdings, Inc.; De Cloet Greenhouse Mfg. Ltd.; BFG Kalamazoo, LLC; BFG Logistics, LLC; L&L Nursery Supply, Inc.; Gard'N-Wise Distributors, Inc.; International Greenhouse Contractors, LLC; Greenhouse Solutions, LLC; Greenhouse Contracting Services, LLC; Green-Tek, LLC; GROSouth, Inc.; and BFG VG Supply Acquisition, LLC.
• Purchaser: No stalking horse bidder has been designated as of the filing. The Debtors state they are in active negotiations with parties that may serve as stalking horse bidder for certain of the assets.
• Investment Banker: SSG Advisors, LLC, retained Aug. 6, 2026, to identify and evaluate potential buyers, prepare a marketing plan and information materials, solicit competitive offers, coordinate diligence and buyer meetings, provide testimony in support of a sale transaction as necessary, and assist in identifying, negotiating, evaluating, and facilitating a DIP financing facility. All due diligence requests are to be directed to SSG.
• Consultation Parties: (i) the DIP Agent, (ii) the Prepetition Term Loan Secured Parties, and (iii) any official committee of unsecured creditors appointed in the cases.
  • The Debtors will consult in good faith regarding the sale process and provide reports including parties contacted, buyer feedback, copies of all letters of intent, drafts of definitive agreements, and updates on proposals, and will consult on selection of the baseline bid, conduct of the auction, additional auction procedures, adjournment of the auction, and selection of the successful and backup bidders.
  • The Debtors will not consult with or provide bids or other confidential information to any Consultation Party or any insider or affiliate that is an active bidder or prospective bidder. If a committee member submits a qualified bid, the committee retains its consultation rights provided the bidding member is excluded from related discussions and receives no confidential information.
  • Consultation rights do not limit the Debtors' discretion and do not include veto rights; however, the Debtors may not modify terms subject to the DIP Agent's express consent without its prior written consent, nor modify the Consultation Parties' consultation rights or the consent rights of the DIP Agent or Prepetition Agents absent further court order or consent.
  • References to "express consent of the DIP Agent" or of the Prepetition Agents mean prior express written consent, not to be unreasonably withheld, which may be given by email from counsel.
• As of the petition date, 20 parties have signed non-disclosure agreements to conduct diligence with respect to the assets. No creditors' committee, trustee, or examiner has been appointed.

Assets Being Sold

• The Debtors intend to sell all, substantially all, or a portion of their assets. The sale may be for all of the assets or a portion thereof, to one or more purchasers, based on the highest or best return for the estates.
• Any prospective bidder may bid on the assets, subject to the conditions set forth in the bidding procedures. Consummation of a sale remains subject to competitive bidding and court approval.
• To the extent a stalking horse bid includes assets located in Canada, the Information Officer appointed in the Debtors' recognition proceeding will be a Stalking Horse Notice Party.

Stalking Horse Designation Procedures

• The Debtors seek authority, in consultation with the Consultation Parties and subject to the express consent of the DIP Agent, to designate one or more stalking horse bids for any or all of the assets and enter into one or more stalking horse agreements, subject to higher or otherwise better offers at the auction.
• Any stalking horse bidder must be designated no later than Sept. 28, 2026, at 4 p.m. ET, which deadline may be extended by the Debtors after consultation with the Consultation Parties and subject to the express consent of the DIP Agent.
• Upon selection, the Debtors will file a Stalking Horse Notice, served on (i) the U.S. Trustee, (ii) the Consultation Parties, and (iii) parties requesting notice under Bankruptcy Rule 2002. The notice will (a) identify the stalking horse bidder (and, if a newly formed entity, its parent company or sponsor); (b) set forth the amount of the stalking horse bid and any bid protections; (c) state whether the bidder has any connection to the Debtors other than those arising from the bid; (d) confirm the proposed bid protections are consistent with the bidding procedures order; (e) attach the finalized purchase agreement or summarize its material terms; and (f) set forth the objection deadline.
• Upon filing of the Stalking Horse Notice, any executed stalking horse agreement and the transactions contemplated thereby will be deemed a qualified bid for all purposes, and the stalking horse bidder will be deemed a qualified bidder and a prospective bidder.
• All parties in interest may object to the designation on any grounds, including to the bid protections and the form of proposed order. A Stalking Horse Objection must be in writing, comply with the Bankruptcy Code, Bankruptcy Rules and Local Rules, state the legal and factual bases with specificity, and be filed and served on the Objection Notice Parties by the later of (i) the deadline to object to the bidding procedures motion and (ii) three business days after the Stalking Horse Notice is filed. If a timely objection is filed, the Debtors may seek an expedited hearing on not less than three calendar days' notice; absent a timely objection, the court may enter an order approving the bid protections and the designation.
• The Debtors state that the presence of a stalking horse bidder will set a floor for the value of the assets and attract other potential buyers, and that a stalking horse bidder, if secured, would provide transaction certainty and demonstrate the viability of a going-concern sale to employees, vendors, customers, and other stakeholders.

Bid Protections

• The Debtors seek authority, upon designation of a stalking horse bidder and in consultation with the Consultation Parties and subject to the express consent of the DIP Agent, to seek approval of one or more bid protections in the form of a break-up fee and/or reimbursement of documented, actual, and necessary expenses incurred by the stalking horse bidder. No amounts are specified; any bid protections will be described with specificity in the Stalking Horse Notice and are approved through the bidding procedures order pursuant to the Stalking Horse Designation Procedures.
• Other than as provided by court order, no party submitting a bid is entitled to a break-up fee, expense reimbursement, or any other bidding protection in connection with submitting a bid or participating in the auction or sale process, except for the bid protections for any stalking horse bidder. Any substantial contribution claims by any bidder are deemed waived.
• The Debtors assert the bid protections may be necessary to induce a party to serve as stalking horse bidder given the substantial time and expense of definitive documentation and the risk of being outbid, and that they will not stifle bidding.

Credit Bid

• Subject to the Bankruptcy Code, applicable law, the DIP Order, and each agent's applicable loan documents, the DIP Agent and the Prepetition Agents may credit bid all or any portion of the outstanding DIP Obligations, the applicable Prepetition Secured Obligations, and Adequate Protection Claims pursuant to section 363(k) of the Bankruptcy Code or other applicable law.
• Any credit bid constitutes a qualified bid submitted by a qualified bidder without further action, and without the need to provide any good faith deposit or satisfy any other requirement of Section VI.A of the bidding procedures, including any minimum bid amount, financing or adequate assurance information requirement, or the agreement to serve as a backup bidder.
• A credit bid may be increased at the auction on a dollar-for-dollar basis by additional credit bid amounts, and no credit bidder is required to include cash consideration in any overbid except as required by section 363(k) or the DIP Order.
• Any credit bids of DIP Roll-Up Obligations or Prepetition Secured Obligations made prior to expiration of the Challenge Period remain subject to Challenge as set forth in the DIP Order. If the amount, validity, perfection, enforceability, priority, or extent of any liens or claims of the Prepetition Secured Creditors or the DIP Agent is subject to a Challenge or a pending standing motion, such parties (i) are not obligated to close until the Challenge is resolved to their satisfaction and (ii) may, with the Debtors' consent, modify the terms of the bid prior to the sale hearing, including the structure or amount of the credit bid.

Due Diligence

• To participate in the auction process, each prospective bidder must first deliver to SSG: (i) documentation identifying the bidder, its principals, and authorized representatives; (ii) an executed confidentiality agreement in form and substance satisfactory to the Debtors; (iii) a statement and other factual support demonstrating to the Debtors and their advisors, in their sole judgment, a bona fide interest in purchasing some or all of the assets; and (iv) preliminary proof of financial capacity to close, which may include current unaudited or verified financial statements or verified financial commitments, the adequacy of which is determined in the sole judgment of the Debtors and their advisors.
• Upon execution of a valid confidentiality agreement, the Debtors may grant a prospective bidder that they identify as reasonably likely to become a qualified bidder access to information to conduct diligence on the potential acquisition of some or all of the assets. The Debtors will use reasonable efforts to accommodate all reasonable requests from prospective bidders for additional information and diligence access.
• The Debtors and their advisors may disclose on a confidential basis to the DIP Agent, the Prepetition Agents, and their advisors each prospective bidder's identity, bid, and related diligence materials.
• Where a prospective bidder is or is affiliated with a competitor, the Debtors are not required to disclose trade secrets or proprietary information unless the executed confidentiality agreement is satisfactory to the Debtors and contains provisions sufficient to prevent improper use or unfair competitive advantage.
• If the Debtors determine, after consulting with the Consultation Parties, that a prospective bidder is unlikely to qualify or fails to become a qualified bidder, that party will have no further access to diligence or non-public information and must return or destroy non-public information in accordance with its confidentiality agreement.

Bid Requirements

• To constitute a qualified bid, a bid must be in writing and, among other things:
  • Fully disclose the legal identity of each person or entity bidding for the assets or otherwise sponsoring, financing, or participating in the auction in connection with the bid and the complete terms of such participation, together with any past or present connections or agreements with the Debtors, any stalking horse bidder, any other known prospective or qualified bidder, the Prepetition Secured Creditors, the DIP Secured Parties, or any officer or director of the foregoing (including any current or former officer or director of the Debtors).
  • Identify the assets to be purchased, including any then-known contracts proposed to be assumed and assigned and any liabilities to be assumed, and set forth the purchase price.
  • Confirm the bid is based on an all-cash offer or, if it includes non-cash consideration, include an analysis or description of the value of such components with supporting documentation.
  • Constitute an irrevocable offer in the form of a proposed asset purchase agreement that is duly authorized and executed; based on and marked against the Debtors' form APA (or, if a stalking horse bidder has been designated, the stalking horse agreement); specifies the purchase price in U.S. dollars; and identifies any contracts proposed to be assumed and assigned.
  • Include a statement of financial capability, sufficient evidence (as determined by the Debtors in their sole discretion) of the financial wherewithal to consummate the transaction, and adequate assurance information with respect to any contracts included in the bid, including the identity and contact information of any known proposed assignee.
  • Include evidence of the ability to comply with section 365 of the Bankruptcy Code, including adequate assurance of future performance. The Debtors may require information evidencing financial wherewithal and willingness to perform, which may include a corporate organizational chart or similar ownership and control disclosure, financial statements, tax returns, and annual reports, as well as the proposed use of any leased premises included in the bid. Adequate assurance information must be in a form permitting immediate dissemination to contract counterparties.
  • Include a written acknowledgment and representation that the bidder had an opportunity to conduct due diligence, relied solely on its own or its advisors' independent review, did not rely on any statements, representations, promises, warranties, or guaranties except as expressly stated in its proposed asset purchase agreement, and that the assets will be conveyed "as is, where is, with all faults," with limited representations and warranties and no indemnification or guarantees by the Debtors.
  • Include evidence of authorization and approval from the bidder's board of directors or comparable governing body with respect to submission, execution, and delivery of the bid, participation in the auction, and closing; or, if the bidder is an entity formed for purposes of the transaction, written evidence acceptable to the Debtors of authorization and approval by its equity holders.
• A qualified bid must also, among other requirements:
  • State that the bidder agrees to serve as a backup bidder if its bid is selected at the auction as the next highest or next best bid after the successful bid.
  • State that the bid is a binding, good-faith, and bona fide offer, not subject to or conditioned on any further due diligence, and irrevocable (i) until selection of the successful bid or (ii) if selected as a successful or backup bid, until the Backup Bid Expiration Date.
  • For any bidder other than a stalking horse bidder, acknowledge that it is not entitled to any bidding protection or payment.
  • State that the bidder is committed to closing as soon as practicable and in no event later than Oct. 22, 2026.
  • Expressly waive any claim or right to assert a substantial contribution administrative expense claim under section 503(b) of the Bankruptcy Code.
  • Contain no financing contingencies of any kind.
  • State whether the bidder intends to offer future employment to any of the Debtors' employees and, if so, to whom.
  • Certify that the bidder did not collude with any other bidders and is not a partnership, joint venture, or other entity in which more than one bidder (or affiliates thereof) holds a direct or indirect interest, absent the Debtors' written consent.
  • Include a covenant to comply with the bidding procedures and the bidding procedures order, and contain such other information as the Debtors may reasonably request.
• Qualified bids must be submitted in writing to the Bid Notice Parties, comprising counsel to the Debtors (Cole Schotz P.C.); the Debtors' investment banker (SSG Advisors, LLC); counsel to the DIP Secured Parties and Prepetition Secured Parties (Choate, Hall & Stewart LLP and Womble Bond Dickinson (US) LLP); co-counsel to the Prepetition Term Loan Secured Parties (Proskauer Rose LLP and Landis Rath & Cobb LLP); and counsel to any Creditors' Committee.
• The Debtors will promptly provide a copy of each bid to each Consultation Party, in no event later than the day after the bid deadline.

Minimum Bid

• If a stalking horse bidder has been designated, each bid that is not a stalking horse bid must have a value to the Debtors, as determined by the Debtors in consultation with the Consultation Parties, greater than or equal to the sum of the value offered under the stalking horse agreement plus (a) the amount of the bid protections and (b) the minimum overbid amount.
• If no stalking horse bidder is designated, the Debtors, in consultation with the Consultation Parties, may set a minimum bid requirement, which will constitute the minimum bid amount. In such case, the Debtors will notify all prospective bidders of the minimum bid amount no later than Oct. 5, 2026, at 5 p.m.
• Where the value of a bid relative to a stalking horse bid includes additional non-cash components, such as fewer contingencies, the bidder should include an analysis or description of the value of such components with supporting documentation.

Good Faith Deposit

• Each qualified bid, other than a credit bid, must be accompanied by a good faith deposit in cash equal to 10% of the proposed purchase price for the assets, to be deposited no later than Oct. 5, 2026, at 3 p.m. ET with an escrow agent selected by the Debtors and held in escrow until 10 business days after the conclusion of the auction, other than the deposits of the successful bidder and backup bidder.
• If a purchase price is increased at any time, whether before or during the auction, the required deposit automatically increases to 10% of the increased price, and the bidder must deposit the increase within one business day. If a purchase price is increased in order for a bid to qualify as a qualified bid, the Debtors may condition that bidder's auction participation on depositing the full then-required amount prior to commencement of the auction. The same automatic increase applies to any successful bid or backup bid, with the incremental deposit due within one business day following the close of the auction.
• Within five business days after the Debtors determine which prospective bidders qualify as qualified bidders, the escrow agent will return the deposit of each prospective bidder that did not qualify, whereupon such bidder's bid is deemed terminated and no longer binding.
• A qualified bidder's deposit is forfeited if it attempts to withdraw its bid other than as permitted while the bid remains binding and irrevocable, and the Debtors are entitled to retain the deposit as partial compensation for damages. Forfeited deposits are released by wire transfer to a Debtor-designated account within two business days after the escrow agent receives written notice from an authorized officer of the Debtors.
• The successful bidder receives a credit against the purchase price at closing in the amount of its deposit. The deposit of a successful bidder is forfeited if it fails to consummate the transaction because of a breach entitling the Debtors to terminate the applicable asset purchase agreement.
• Unless the backup bidder becomes the successful bidder, its deposit will be returned within 10 business days after the Backup Bid Expiration Date; if it becomes the successful bidder, its deposit is subject to the same forfeiture provisions.

Bid Review Process

• The Debtors may negotiate with any prospective bidder to cure deficiencies preventing a bid from constituting a qualified bid, improve the terms of a bid, or otherwise promote a more competitive process, provided that they may not waive, amend, or modify any bid requirement in a manner adverse to the DIP Secured Parties or the Prepetition Secured Creditors without the express consent of the DIP Agent or the Prepetition Secured Creditors, as applicable.
• In evaluating bids, the Debtors may consider factors including (i) the proposed purchase price and form of consideration; (ii) assets included in or excluded from the bid, including contracts to be assumed and assigned; (iii) the value provided to the Debtors, including the net economic effect on the estates (taking into account any stalking horse bidder's bid protection rights and the amounts necessary to fund a wind-down of the estates); (iv) benefits from any assumption or waiver of liabilities; (v) transaction structure and attendant execution risk, including closing conditions, timing and certainty, termination provisions, financing availability and financial wherewithal, and required governmental approvals; and (vi) the impact on the Debtors' employees, trade creditors, landlords, and other parties in interest.
• After consultation with the Consultation Parties, the Debtors will determine which bids qualify as qualified bids and, subject to the express consent of the DIP Agent, which qualified bid is the baseline bid, notifying bidders as soon as commercially reasonable following the bid deadline. A qualified bidder may not modify, amend, or withdraw its bid without the Debtors' consent except to increase the purchase price or otherwise improve its terms.
• The Debtors may amend or waive the conditions precedent to qualifying as a qualified bidder, provided that terms or conditions subject to the DIP Agent's consent may not be amended or waived without its prior written consent.

Auction Details

• If more than one qualified bid is received (including a combination of bids that together constitute a qualified bid), the Debtors will conduct an auction. If a stalking horse bid is the only qualified bid received, no auction will be held and the Debtors will seek approval of that bid at the sale hearing. If the Debtors, subject to the express consent of the DIP Agent, determine not to hold an auction, they will file, serve, and publish on the Epiq website a notice stating the auction has been canceled, identifying the successful bidder, including a copy or summary of the successful bid or access instructions, and setting forth the date, time, and location of the sale hearing.
• The auction, if required, will be conducted Oct. 6, 2026, at 10 a.m. ET at the offices of Cole Schotz P.C., 500 Delaware Avenue, Suite 600, Wilmington, Del., or virtually or at such other date, time, or location designated by the Debtors after consulting with the Consultation Parties. Notice of any change will be provided to qualified bidders and the Consultation Parties and published on the Epiq website.
• Participation is limited to qualified bidders appearing personally or through a duly authorized representative, who must confirm in writing on the record that they have not engaged in collusion and that each bid submitted constitutes a binding, good-faith, and bona fide offer. Any creditor of the Debtors may attend, subject to reasonable limitations, and the Debtors may limit the number of representatives or professional advisors appearing on behalf of a qualified bidder. The proceedings will be transcribed and/or video recorded and will include open bidding in the presence of all qualified bidders, subject to reasonable limitations imposed by any virtual auction platform.
• Baseline Bid: Prior to commencement, the Debtors will determine, in consultation with the Consultation Parties and subject to the express consent of the DIP Agent, the highest and/or best qualified bid. No later than Oct. 5, 2026, at 5 p.m. ET, the Debtors will provide all qualified bidders with a notice identifying the qualified bidders and the baseline bid, together with a copy of the baseline bid.
• Minimum Overbid: Bidding commences at the baseline bid, and the first overbid must be not less than the baseline bid plus the minimum overbid. The minimum overbid amount will be determined in consultation with the Consultation Parties based on the qualified bids received and the assets contemplated to be sold. The Debtors may announce increases or reductions to minimum overbids at any time during the auction, provided that any reduction is subject to the express consent of the DIP Agent.
• In evaluating consideration at each round of bidding, the Debtors will consider and/or give effect to (a) any bid protections payable to a stalking horse bidder; (b) any additional liabilities to be assumed under the bid, including whether secured or unsecured; and (c) any additional costs that may be imposed on the Debtors.
• Leading Bid: After the first round and between each subsequent round, the Debtors will announce the bid they believe, subject to the prior written consent of the DIP Agent in its sole discretion, to be the highest or otherwise best offer, and describe its material terms. Each round concludes after each participating qualified bidder has had the opportunity to submit a subsequent bid with full knowledge of the leading bid's material terms.
• The Debtors may negotiate with any and all qualified bidders participating in the auction and may, after consultation with the Consultation Parties, reject at any time and without liability any bid deemed inadequate or insufficient, not in conformity with the Bankruptcy Code, Bankruptcy Rules, Local Rules, the bidding procedures, or any court order, or not in the best interests of the estates.
• Successful Bid: Immediately prior to conclusion of the auction, the Debtors will determine, in consultation with the Consultation Parties and subject to the prior written consent of the DIP Agent in its sole discretion, which qualified bid is the highest or otherwise best bid, and will notify all qualified bidders of the successful bidder's identity, purchase price, and other material terms. Selection of the successful bidder and approval of the ultimate transaction require the prior written approval of the DIP Agent in its sole discretion.
• All prospective bidders and qualified bidders, including any stalking horse bidder, successful bidder, and backup bidder, are deemed to have (i) agreed that all proceedings in the court relating to the bidding procedures, the auction, any other relief requested in the motion or granted under the bidding procedures order, or the construction or enforcement of any related agreement are core proceedings under 28 U.S.C. § 157; (ii) waived any right to a jury trial in connection with any related disputes; and (iii) consented to entry of a final order or judgment by the court in any such dispute, including where it is determined the court would otherwise lack Article III jurisdiction absent consent.

Backup Bidder

• Immediately prior to conclusion of the auction, the Debtors will determine, in consultation with the Consultation Parties and subject to the prior written consent of the DIP Agent in its sole discretion, which qualified bid, other than any credit bid, is the backup bid, and will notify all qualified bidders of the backup bidder's identity, purchase price, and other material terms.
• Except as otherwise provided in a stalking horse agreement, a backup bid remains binding until the later of (a) the first business day after closing of a sale with the successful bidder and (b) 30 days after the sale hearing.
• If the sale with the successful bidder is terminated prior to the Backup Bid Expiration Date, the backup bidder will be deemed the new successful bidder and obligated to consummate its bid as if it were the successful bid, provided that the Debtors may, in their reasonable business judgment, after notice to the Sale Notice Parties, consultation with the Consultation Parties, and subject to the express consent of the DIP Agent, elect not to pursue the transaction contemplated by the backup bid.
• Separately, the proposed bidding procedures order provides that if the successful bidder cannot or refuses to consummate the sale because of its breach or failure, the Debtors may designate the backup bid as the new successful bid and the backup bidder as the new successful bidder, and are authorized, but not required, subject to the express consent of the DIP Agent, to consummate the transaction with the backup bidder without further court order.

Assumption and Assignment

• Two business days after entry of the bidding procedures order, the Debtors will file and serve on each counterparty an Assumption and Assignment Notice identifying the applicable contracts, listing the Debtors' good-faith calculation of cure costs for each, expressly stating that assumption or assignment is not guaranteed and remains subject to court approval, and prominently displaying the cure and adequate assurance objection deadlines. The notice will also be served on each listed counterparty by first-class mail.
• All cure costs owed to counterparties are to be satisfied by the successful bidder or its designee. Assumption and assignment is dependent upon payment of cure costs and effective only upon closing of a sale.
• Cure Objections — comprising both objections to the Debtors' proposed cure costs and objections to any stalking horse bidder's proposed form of adequate assurance of future performance — must be in writing, state the legal and factual bases with specificity, include supporting documentation, be filed by Sept. 25, 2026, at 4 p.m. ET, and be served on the Objection Notice Parties. The Debtors, any stalking horse bidder or successful bidder, and the objecting counterparty must first confer in good faith. If unresolved prior to commencement of the sale hearing, the court will make all necessary determinations at a hearing; unresolved objections may be heard at the sale hearing or, at the Debtors' option, adjourned to a subsequent hearing and resolved after the closing date, with the applicable contract deemed assumed and assigned as of the closing date upon resolution and payment of the applicable cure amount.
• If a cure objection is resolved in a manner not reasonably acceptable to the Debtors or the successful bidder, whether before or after closing, the Debtors, any stalking horse bidder, or the successful bidder may determine that the subject contract will no longer be assumed and assigned.
• Adequate Assurance Objections, directed to a successful bidder's (other than a stalking horse bidder's) or other relevant assignee's proposed form of adequate assurance of future performance, must be in writing, state the legal and factual bases with specificity, include supporting documentation, be filed by Oct. 12, 2026, at 4 p.m. ET, and be served on the Objection Notice Parties. The parties must first confer in good faith; if unresolved prior to commencement of the sale hearing, all issues of adequate assurance will be determined by the court at the sale hearing or, at the option of the Debtors and the successful bidder, at a subsequent hearing.
• Failure to timely file a cure objection forever bars the counterparty from asserting any objection as to cure costs, with the cure costs set forth in the notice controlling and deemed consented to. Failure to timely file an adequate assurance objection forever bars any objection to assumption and/or assignment on adequate assurance grounds, with the successful bidder deemed to have provided adequate assurance under Bankruptcy Code sections 365(b)(1)(C), 365(f)(2)(B), and, if applicable, 365(b)(3).
• The Debtors will promptly provide adequate assurance information to any counterparty upon request to the Debtors' counsel. As soon as reasonably practicable after closing, the Debtors will file, serve, and publish on the Epiq website a notice listing the contracts assumed and assigned.
• Inclusion of a contract or cure cost on any notice does not constitute a determination or admission that the contract is an executory contract or unexpired lease within the meaning of the Bankruptcy Code, nor a guarantee that it will ultimately be assumed or assigned; all rights, claims, and causes of action are reserved.
• The Debtors request a finding that any anti-assignment provision in any contract, whether it expressly prohibits or has the effect of restricting or limiting assignment, is unenforceable and prohibited pursuant to section 365(f) of the Bankruptcy Code.

Sale Free and Clear

• The Debtors seek authorization to sell the assets free and clear of all liens, claims, interests, and encumbrances to the fullest extent permitted by section 363(f) of the Bankruptcy Code, except certain permitted encumbrances and assumed liabilities as determined by the Debtors and the successful bidder.
• Subject to the challenge period set forth in the DIP Order, the DIP Liens, Adequate Protection Liens, Prepetition Liens, and any Permitted Prior Liens will attach to the proceeds of the sale with the same validity, extent, and priority as they attached to the assets.
• The Debtors note that the DIP Secured Parties, secured by liens on substantially all of the assets and the only secured party in these cases, have already consented to the terms of the bidding procedures and will be an active participant in the sale process, with extensive consultation rights and certain express consent rights.
• The Debtors seek a finding that any successful bidder, including any stalking horse bidder, is a good faith purchaser entitled to the full protections of section 363(m) of the Bankruptcy Code.

Sale Objections

• Sale Objections — including any objection to a sale free and clear under section 363(f) and to entry of any sale order, but excluding objections to the conduct of the auction or to the successful or backup bidder (other than the identity of any stalking horse bidder) — must be in writing, state the legal and factual bases with specificity, include supporting documentation, be filed by Oct. 1, 2026, at 4 p.m. ET, and be served on the Objection Notice Parties.
• Supplemental Sale Objections, limited to the conduct of the auction, the successful bidder, the backup bidder, or the sale to either (in each case other than any stalking horse bidder), must satisfy the same form requirements and be filed by Oct. 12, 2026, at 4 p.m. ET and served on the Objection Notice Parties.
• The Debtors' deadline to reply to any sale objection or supplemental sale objection is Oct. 13, 2026, at 4 p.m. ET.
• Any party failing to timely file and serve a sale objection or supplemental sale objection is forever barred from asserting such objection at the sale hearing or thereafter and is deemed to consent to the sale for purposes of section 363(f). Nothing in the bidding procedures order or bidding procedures constitutes the consent of the DIP Agent, DIP Lenders, Prepetition Agents, or Prepetition Secured Creditors to a sale free and clear of the DIP Liens, Prepetition Liens, or Adequate Protection Liens, or limits, waives, or impairs their rights under sections 363(f) or 363(k), the DIP Order, or the DIP Documents, all of which are expressly reserved.
• Objection Notice Parties comprise counsel to the Debtors; counsel to the DIP Secured Parties and Prepetition Secured Parties; co-counsel to the Prepetition Term Loan Secured Parties; counsel to any Creditors' Committee; the Office of the U.S. Trustee (Attn: Jane Leamy); and, if applicable, counsel to any stalking horse bidder, successful bidder, and backup bidder.

Sale Hearing

• The sale hearing is scheduled for Oct. 14, 2026, subject to the availability of the court, before the U.S. Bankruptcy Court for the District of Delaware, 824 N. Market Street, Wilmington, Del. Consummation of a sale pursuant to a successful bid is subject to court approval.
• At the sale hearing, the Debtors will seek court approval of the successful bid(s) and any backup bid(s) and entry of one or more sale orders, to be filed in advance of the hearing, which will, among other things, (a) authorize and approve the sale to the successful bidder on the terms substantially set forth in the successful bid; (b) approve the sale free and clear of liens, claims, interests, and encumbrances to the extent set forth in the asset purchase agreement attached to the sale order; (c) approve the assumption and assignment of certain contracts; and (d) grant related relief.
• Unless the court orders otherwise, the sale hearing will be an evidentiary hearing on matters relating to the transaction, with no further bidding. The Debtors' presentation of a selected qualified bid does not constitute acceptance; a successful bid is accepted only upon court approval at the sale hearing.
• The Debtors may, in their reasonable business judgment after consulting with the Consultation Parties and the successful bidder, and subject to the express consent of the DIP Agent, adjourn or reschedule the sale hearing with sufficient notice to the Sale Notice Parties, including by announcement at the auction or in court on the originally scheduled date.
• If necessary, upon entry of the sale order the Debtors will seek entry of a recognition order in the Debtors' Companies' Creditors Arrangement Act recognition proceeding before the Ontario Superior Court of Justice (Commercial List).

Noticing Procedures

• Sale Notice: Within two business days after entry of the bidding procedures order, the Debtors will file, serve on the Sale Notice Parties, and publish on the Epiq website a Sale Notice setting forth (A) a description of the assets available for sale; (B) the date, time, and location of the auction and sale hearing; (C) the sale objection and supplemental sale objection deadlines and procedures for filing such objections; and (D) if applicable, a summary of the material terms of any stalking horse agreement, including the terms and conditions of any bid protections.
• Sale Notice Parties include the Consultation Parties; counsel to any stalking horse bidder; all persons known to have asserted any lien, claim, interest, or encumbrance in the assets; all relevant contract counterparties; all of the Debtors' known creditors for whom identifying information and addresses are known to the Debtors; any governmental authority known to have a claim against the Debtors; the U.S. Trustee; all applicable federal, state, and local taxing authorities, including the IRS; the U.S. Attorney's Office and U.S. Attorney General's Office for the District of Delaware; the Office of the Attorney General and the Secretary of State in each state in which the Debtors operate; the Antitrust Division of the DOJ; the FTC; counsel to any Creditors' Committee; the Information Officer appointed in the recognition proceedings; all parties entitled to notice under Bankruptcy Rule 2002; and all other parties as directed by the court.
• Qualified Bid Determination: The Debtors, in consultation with the Consultation Parties, will notify prospective bidders whether they have been selected as qualified bidders no later than Oct. 5, 2026, at 10 a.m. ET, and will provide all qualified bidders with copies of the baseline bid no later than Oct. 5, 2026, at 5 p.m. ET.
• Notice of Auction Results: Within one business day after conclusion of the auction, the Debtors will file, serve on parties in interest, and publish on the Epiq website a notice identifying each successful bidder and backup bidder; including a copy or summary of the material terms of each successful bid and backup bid, or instructions for accessing them free of charge; and setting forth the supplemental sale objection deadline, the date, time, and location of the sale hearing, and other relevant information.
• Stalking Horse Order: As soon as practicable after submitting the Stalking Horse Order to the court, the Debtors will cause notice thereof to be served on parties in interest and any prospective bidder.
• Copies of the motion, bidding procedures order, and bidding procedures may be obtained free of charge at https://dm.epiq11.com/BFGSupply.

Modification of Bidding Procedures

• The Debtors reserve the right, in their reasonable business judgment, after consultation with the Consultation Parties and consistent with their fiduciary duties, to (i) modify the bidding procedures, including extending or waiving deadlines or other terms and conditions and adopting new rules and procedures for conducting the bidding and auction process, so long as such modifications are disclosed to all prospective and qualified bidders, or (ii) otherwise modify the procedures to further promote competitive bidding and maximize value, in each case to the extent not materially inconsistent with the bidding procedures or the bidding procedures order.
• The Debtors may not, without the express consent of the DIP Agent, extend, waive, or modify any date or deadline in the sale timeline, nor, without the express consent of the DIP Agent and the Prepetition Agents (as applicable), modify the procedures in any manner adverse to the DIP Secured Parties or the Prepetition Secured Creditors.
• Nothing in the order prevents the Debtors from, in the exercise of their fiduciary duties, pursuing or consummating an alternative transaction, or obligates the Debtors to pursue or consummate any transaction with any qualified bidder.

DIP Order Interplay

• Nothing in the bidding procedures order or the bidding procedures alters, amends, or modifies the DIP Order or constrains, limits, or impairs any right granted to the DIP Secured Parties or Prepetition Secured Lenders thereunder.
• Any payment made and any relief or authorization granted under the bidding procedures order is subject to and must comply with each interim and final DIP order, including the Approved Budget. To the extent of any inconsistency, the terms of the DIP Order and Approved Budget control.

Waiver of Stay

• The Debtors seek a waiver of any stay of the effectiveness of the bidding procedures order, any sale order, any stalking horse order, any order authorizing assumption or assumption and assignment of a contract, and any other order entered in connection with the sale, under Bankruptcy Rules 6004(h) and 6006(d).
• The Debtors cite their precarious financial condition and limited cash runway, asserting that any delay in the sale process could jeopardize their chapter 11 strategy and ability to consummate a value-maximizing transaction. The proposed bidding procedures order provides that its terms are immediately effective and enforceable upon entry, notwithstanding Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, or any other contrary provision.

Key Dates

• Deadline for Debtors to file and serve Sale Notice: two business days after entry of the Bidding Procedures Order
• Deadline for Debtors to file and serve Assumption and Assignment Notice: two business days after entry of the Bidding Procedures Order
• Cure Objection Deadline: Sept. 25, 2026, at 4 p.m. ET
• Stalking Horse Designation Deadline: Sept. 28, 2026, at 4 p.m. ET
• Sale Objection Deadline: Oct. 1, 2026, at 4 p.m. ET
• Bid Deadline: Oct. 2, 2026, at 4 p.m. ET
• Qualified Bidder Notification Deadline: Oct. 5, 2026, at 10 a.m. ET
• Good Faith Deposit Deadline: Oct. 5, 2026, at 3 p.m. ET
• Baseline Bid Notification Deadline: Oct. 5, 2026, at 5 p.m. ET
• If no stalking horse bidder is designated, deadline to notify prospective bidders of any Minimum Bid Amount: Oct. 5, 2026, at 5 p.m. (no time zone specified in the source)
• Auction (if necessary): Oct. 6, 2026, at 10 a.m. ET
• Deadline for Debtors to file and serve Notice of Auction Results: one business day after conclusion of the Auction
• Supplemental Sale Objection Deadline and Adequate Assurance Objection Deadline: Oct. 12, 2026, at 4 p.m. ET
• Debtors' Deadline to Reply to Sale Objections and Supplemental Sale Objections: Oct. 13, 2026, at 4 p.m. ET
• Sale Hearing: Oct. 14, 2026, subject to the availability of the Court
• Deadline for entry of a recognition order in the Recognition Proceedings before the Ontario Superior Court of Justice (Commercial List), if necessary: Oct. 21, 2026
• Deadline to consummate approved Sale: Oct. 22, 2026