BFG Supply Co. - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Status

• The court entered the bidding procedures order on Sept. 14, 2026, granting the bidding procedures relief sought in the Aug. 18, 2026 sale motion and overruling all unresolved objections with prejudice; the order takes effect immediately on entry, with any stay of enforceability waived. Approval of a sale is reserved for the sale hearing.
• The debtors have designated three stalking horse bidders, each for a separate set of assets: Griffin Greenhouse Supplies, Inc. for the wholesale distribution assets, GMS Supply LLC for the greenhouse contracting assets and American Plant Products & Service, Inc. for the Green-Tek assets. Each designation is summarized in its own section below.
• The order contemplates a parallel Canadian recognition proceeding: the bidding procedures recite that the Ontario Superior Court of Justice (Commercial List) granted a recognition order enforcing the bidding procedures order in Canada, with the date left blank in the draft. On entry of a sale order the debtors will, if necessary, seek a recognition order in their Companies' Creditors Arrangement Act proceeding before the Ontario court, and the timeline sets Oct. 21, 2026 as the deadline for entry of that recognition order.

Wholesale Distribution Assets and Stalking Horse Summary

• Stalking horse bidder: Griffin Greenhouse Supplies, Inc., a Massachusetts corporation, or its assignee, designated by notice filed Sept. 25, 2026 [Docket No. 220]. The debtors disclose no connection between Griffin and the debtors beyond the bid. Griffin may assign the agreement to an affiliate before or after closing but remains liable until closing. Counsel: Ruberto, Israel & Weiner.
• Sellers: BFG Kalamazoo, LLC; BFG Logistics, LLC; L&L Nursery Supply, Inc.; Gard'N-Wise Distributors, Inc.; and GROSouth, Inc.
• Assets: the wholesale greenhouse sales and services business operated at owned real property at 1144 River St., Kalamazoo, Mich., and leased locations in Fife, Wash.; Denver; St. Paul, Minn.; and Grand Rapids, Mich. Purchased assets comprise receivables generated at those locations other than scheduled excluded receivables; furniture, fixtures and equipment at the locations; designated contracts, including the location leases and non-compete agreements with employees at the locations; scheduled purchase orders; permits; the Kalamazoo real property; inventory at the locations other than excluded inventory; copies of books and records; warranty, indemnity and similar rights tied to the purchased assets; and scheduled deposits and prepaids. Excluded inventory is any item held, on an item-by-item basis, in excess of twice the amount the business sold in the 12 months preceding Aug. 12, 2026.
• Excluded assets: cash and bank accounts, excluded receivables, non-designated contracts, chapter 5 claims, pending litigation and other estate claims, tax refunds, credits and attributes, employee benefit plans, insurance policies, excluded inventory and assets unrelated to the business or the locations.
• Purchase price: a $27.4 million baseline cash price, inclusive of the deposit, of which $950,000 is allocated to the Kalamazoo real property, plus or minus inventory and receivables adjustments, minus an equipment adjustment, plus cure amounts and minus any cure amount adjustment. The baseline equals the sum of Griffin's Aug. 12, 2026 valuations of inventory ($13.6 million), receivables ($10.9 million) and furniture, fixtures and equipment ($1.9 million) and the real property allocation.
  • Inventory adjustment: the difference between the $13.6 million valuation of inventory less than two years old and closing book value, with items on hand up to trailing-12-month sales counted at 65% and items between one and two times trailing-12-month sales counted at 50%.
  • Receivables adjustment: the difference between the $10.9 million valuation, net of customer credits and excluded receivables, and closing face value, counted at 85% for receivables not yet due or under 30 days past due, 75% at 30 to 60 days, 50% at 60 to 90 days, 40% at 90 to 120 days, 30% at 120 to 150 days, 20% at 150 to 180 days, 10% at 180 to 365 days and zero beyond 365 days.
  • Equipment adjustment: a mutually agreed reduction for equipment missing or damaged at closing.
  • Cure amount adjustment: a dollar-for-dollar reduction for aggregate cure amounts above $200,000.
• Assumed liabilities: liabilities of the purchased assets and designated contracts arising after closing, post-closing taxes, all cure amounts, transfer taxes on the real property purchase (other transfer taxes are borne by the sellers) and scheduled liabilities. All other liabilities are excluded.
• Deposit: $2.7 million with Epiq within one business day of signing, topped up within two business days of the auction to 10% of any modified baseline price or if Griffin is the successful or backup bidder. The deposit is released to the sellers if they terminate under Section 7.1(c) and returned to Griffin on termination by mutual consent, by Griffin under Section 7.1(b) or on a final injunction.
• Bid protections: a 2.5% break-up fee on the adjusted purchase price and expense reimbursement up to $320,000, payable on termination without closing, other than for Griffin's default, because another qualified bidder is the successful bidder and the sellers sell substantially all of the assets to it. Both are payable solely from the proceeds of the alternative transaction, except that expense reimbursement is payable as an administrative expense if a credit bid is the successful bid.
• Minimum overbid: the agreement calls for the sellers to seek a provision requiring initial competing bids at least $160,000 above the adjusted purchase price.
• Contract designation and schedules: Griffin may add or remove designated contracts until two business days before the auction without changing the baseline price. Buyer and seller schedules are due seven days after signing, and the sellers update the receivables, equipment, purchase order, inventory and assumed liability schedules one day before closing.
• Casualty: if a location suffers more than $100,000 in damage or is unusable for 90 days, Griffin may exclude it with a corresponding price reduction but must still buy that location's receivables.
• Closing conditions: entry of a sale order that is final and non-appealable, though the parties may close earlier if the order includes a section 363(m) good-faith purchaser finding; assignment of the designated contracts; accuracy of representations in all material respects; and delivery of a transition services agreement, a limited brand license permitting Griffin to use the sellers' trademarks only to complete, liquidate or collect purchased inventory, receivables and purchase orders, and a deed to the Kalamazoo property.
• Termination: Griffin may terminate if the sale order is not entered, or closing has not occurred, by Oct. 22, 2026; if the sale order is changed in a materially adverse way without its consent; or on dismissal, conversion or appointment of a trustee or examiner with expanded powers not reversed within three business days.
• Post-closing: Griffin retains pre-closing books and records for seven years with seller access, allows the sellers 90 days to remove excluded assets and holds pre-closing receipts in trust for the sellers; the sellers hold post-closing receipts in trust for Griffin and grant it an irrevocable power of attorney to endorse checks relating to the purchased assets.
• Key dates:
  • Stalking Horse Objection Deadline: Sept. 30, 2026, at 4 p.m. ET
  • Buyer and Seller Schedules Due: seven days after the Sept. 25, 2026 signing
  • Designated Contract Cut-Off: two business days before the auction
  • Sale Order and Closing Deadline (Drop Dead Date): Oct. 22, 2026

Greenhouse Contracting Assets and Stalking Horse Summary

• Stalking horse bidder: GMS Supply LLC, a Delaware limited liability company, designated by notice filed Sept. 25, 2026 [Docket No. 221]. GMS may designate wholly owned subsidiaries to take the assets without relieving it of the payment obligation. Counsel: Clingen Callow & McLean.
• Connections: the debtors disclose that Benjamin George, a division president of BFG Supply Co., LLC, is a member manager of GMS, and David George, also a BFG Supply Co. division president, is a member.
• Sellers: International Greenhouse Contractors LLC and Greenhouse Solutions, L.L.C. BFG Supply Co., LLC, which is not a seller under the agreement, will assign the "G Greenhouse Megastore" trademark (Reg. No. 7180163) to GMS at closing.
• Assets: owned real property at 70 Eastgate Drive, Danville, Ill., with its buildings, fixtures and improvements; all machinery, equipment, furniture, computers and other tangible personal property located there; assigned contracts; transferred intellectual property, including customer lists, websites, domain names, tools and molds; scheduled vehicles, inventory, information technology systems, permits and prepaid expenses other than prepaid insurance; receivables related solely to the sellers' businesses; goodwill; transferable insurance proceeds; and copies of transferred employee records and related books and records.
• Excluded assets: equity interests in subsidiaries, contracts other than assigned contracts (including independent contractor agreements), all real property leases, customer deposits and prepaid amounts for the purchase of goods, cash and tax returns and refunds.
• Purchase price: $4.5 million in cash plus cure costs and assumed liabilities, with $1.0 million allocated to the Danville property for tax purposes.
• Assumed liabilities: liabilities from the ownership and operation of the acquired assets and assigned contracts arising on or after the Aug. 18, 2026 petition date and due after closing; liabilities for transferred employees from closing; post-closing taxes; cure costs; environmental liabilities imposed on GMS as owner or operator of the Danville property that cannot be excluded; and transfer taxes.
• Excluded liabilities: indebtedness and guarantees, customer deposit obligations, pre-closing accounts payable, retained taxes including the September 2026 property tax installment on the Danville property, employment, WARN Act and benefit plan liabilities, pre-closing litigation and professional fees.
• Deposit: 10% of the cash consideration, or $450,000, with Epiq within one business day of signing, topped up within two business days of the auction to 10% of any modified cash price or if GMS is the successful or backup bidder. The sellers retain the deposit as liquidated damages if they terminate for GMS's breach; on other terminations it returns to GMS.
• Bid protections: expense reimbursement up to $200,000; no break-up fee is sought. The reimbursement is payable within 10 business days of termination because the sellers enter into, obtain approval of or consummate an alternative transaction, because GMS is neither the successful nor the backup bidder following the sale hearing, or because the bidding procedures order or sale order is voided, reversed or stayed. The agreement characterizes it as liquidated damages.
• Backup bid: if GMS is the next-highest bidder, it must serve as backup bidder and keep its bid open until the alternative transaction is consummated.
• Contract designation: GMS may designate assigned contracts until two business days before the auction.
• Sale order: must approve the sale free and clear, find GMS a good-faith purchaser under section 363(m) and not a successor to any seller, bar successor and similar liability theories, and find that GMS has provided adequate assurance for the assigned contracts.
• Closing conditions: entry of the sale order without stay, reversal or unacceptable modification; accuracy of seller representations in all material respects; no uncured covenant breach; no material adverse effect on the acquired assets or the sellers' business since signing; and delivery of the bill of sale, IP assignments, a W-9, a FIRPTA certificate and an officer's certificate. A title insurance policy on the Danville property is optional and not a closing condition.
• Employees: GMS may make employment offers effective at closing and must give the sellers a list of transferred employees before the auction.
• Termination: either party may terminate if closing has not occurred by the Oct. 31, 2026 outside date, which extends automatically while a specific performance action is pending plus 10 business days; other rights cover final injunctions, uncured breaches, alternative transactions, GMS not being the successful or backup bidder, and vacatur or stay of the bidding procedures order or sale order.
• Key dates (milestones extendable by GMS):
  • Stalking Horse Objection Deadline: Sept. 30, 2026, at 4 p.m. ET
  • Bidding Procedures Order Milestone: Oct. 2, 2026
  • Seller Schedules Due: Oct. 2, 2026
  • Assigned Contract Cut-Off: two business days before the auction
  • Auction Commencement Milestone: Oct. 6, 2026
  • Sale Order Milestone: Oct. 19, 2026
  • Closing Milestone: Oct. 22, 2026
  • Outside Date: Oct. 31, 2026

Green-Tek Assets and Stalking Horse Summary

• Stalking horse bidder: American Plant Products & Service, Inc., an Oklahoma corporation, designated by notice filed Sept. 28, 2026 [Docket No. 227], the designation deadline. The debtors disclose no connection between American Plant and the debtors beyond the bid. American Plant may assign the agreement to an affiliate but remains liable. Counsel: Hartzog Conger Cason.
• Seller: Green-Tek, LLC. At closing, International Greenhouse Contractors LLC will assign scheduled domain names, and BFG Supply Co., LLC will assign the "Be Cool Solutions" service mark (Reg. No. 5203534).
• Assets: the wholesale distribution business of professional horticulture, lawn and garden, greenhouse and hydroponic supplies, operated from about 150,000 rentable square feet of leased space at 1500 Lee Lane, Beloit, Wis. Acquired assets comprise all receivables; all inventory, including goods on order; scheduled deposits and prepaids; assumed contracts; owned intellectual property and rights to use other intellectual property; all equipment; related records; goodwill; rights under confidentiality, non-compete and non-solicitation agreements; assumed permits; insurance proceeds received after signing for losses to acquired assets on or after closing or relating to assumed liabilities, other than D&O proceeds; causes of action related solely to the use of the acquired assets in the business, other than excluded claims; supplier warranties; and telephone numbers, email addresses, websites and domain names. American Plant may remove any acquired asset before closing without a price adjustment.
• Excluded assets: cash, D&O policies and proceeds, chapter 5 causes of action, claims against directors, officers, insiders and affiliates, non-assumed contracts and permits, tax records, privileged case records and unused professional retainers.
• Purchase price: $850,000 in cash plus cure amounts and assumed liabilities.
• Assumed liabilities: post-closing liabilities under assumed contracts; transfer taxes; administrative expense and priority claims in the cases related to the seller's business and operations; liabilities from operation of the business after closing; environmental liabilities imposed on American Plant as operator of the Beloit premises that cannot be extinguished under section 363(f); and cure amounts.
• Excluded liabilities: borrowed-money debt including DIP obligations, pre-closing taxes, employee and benefit plan liabilities, pending claims, pre-closing contract breaches and rejected contracts.
• Deposit: 10% of the cash payment, or $85,000, with Epiq at signing, topped up within two business days of the auction to 10% of any modified price or if American Plant is the successful or backup bidder; the bidding procedures order controls return of the deposit. The seller retains the deposit as liquidated damages on termination for American Plant's breach or failure to close; otherwise it returns to American Plant.
• Bid protections: a 3% break-up fee on the cash payment and expense reimbursement up to $50,000, to be approved as administrative expense claims under sections 503(b) and 507(a)(2). Both are payable within three business days after closing of an alternative transaction if the agreement terminates because the court authorizes a sale to another party; expense reimbursement is also payable if American Plant terminates for seller breach, whether or not an alternative transaction closes. An alternative transaction includes any acquisition of any of the acquired assets by another party. The seller may not modify the bidding procedures or bidding procedures order adversely to American Plant without its consent.
• Contract designation: American Plant may add or remove contracts until two days before the auction, paying any resulting net increase in cure amounts and counterparties' administrative claims. It may drop any contract whose finally determined cure exceeds the scheduled amount up to two business days before closing without price adjustment, and contracts with unresolved cure amounts at closing are held pending resolution.
• Sale order: must be a final order acceptable to American Plant approving the sale free and clear, including of successor, de facto merger and similar liability, with a section 363(m) good-faith purchaser finding, a permanent injunction against asserting claims against American Plant, a no-successor finding and waiver of the Bankruptcy Rule 6004(h) and 6006(d) stays.
• Closing: remotely three business days after conditions are satisfied or waived. American Plant's conditions include the final sale order, accuracy of seller representations subject to a material adverse effect standard, performance of covenants, and no destruction of a material portion of inventory or equipment by casualty.
• Termination: rights include the outside date, uncured breach within 30 days of notice, dismissal, conversion or trustee appointment, court authorization of an alternative transaction and denial of approval of the agreement; as drafted, Section 9.01(i) also permits American Plant to terminate if the court has not entered an order denying the bid protections.
• Brokers: SSG Advisors, SB360 Capital Partners and Tiger Capital Group.
• Key dates:
  • Assumed Contract Cut-Off: two days before the auction
  • Stalking Horse Objection Deadline: Oct. 5, 2026, at 4 p.m. ET
  • Outside Date: Oct. 22, 2026, extendable by mutual agreement

Parties

• Sellers: BFG Supply Co., LLC and 16 affiliated debtors, including De Cloet Greenhouse Mfg. Ltd., L&L Nursery Supply, Inc., Gard'N-Wise Distributors, Inc., International Greenhouse Contractors, LLC, Green-Tek, LLC and GROSouth, Inc.
• Investment banker: SSG Advisors, LLC, which fields all diligence requests and receives bids.
• Consultation parties: the DIP agent, the prepetition term loan secured parties and the official committee of unsecured creditors. Choate, Hall & Stewart and Womble Bond Dickinson serve as counsel to the DIP agent and prepetition ABL agent; Proskauer Rose and Landis Rath & Cobb are co-counsel to the prepetition term loan secured parties; Kelley Drye & Warren and Raines Feldman Littrell represent the committee.
• Debtors' counsel: Cole Schotz P.C., whose Wilmington offices are the noticed auction venue.

Assets Being Sold

• The debtors intend to sell all, substantially all, or a portion of their assets, subject to competitive bidding and court approval.
• Each bid must identify the assets to be purchased, the executory contracts and unexpired leases proposed for assumption and assignment, and the liabilities to be assumed, including any debt assumed.
• Assets will be conveyed as is, where is, with all faults, with limited representations and warranties and no indemnification or guarantees by the debtors.
• The sale order will be sought free and clear of liens, claims, interests and encumbrances other than permitted encumbrances agreed by the debtors and the successful bidder, with the DIP liens, adequate protection liens, prepetition liens and permitted prior liens attaching to sale proceeds, subject to the DIP order's challenge period. Nothing in the bidding procedures order constitutes the consent of the DIP agent, the DIP lenders, the prepetition agents or the 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.

Bid Protections

• Break-up fee: capped at 3%; the amount for each stalking horse is set in its agreement, summarized in the asset sections above.
• Expense reimbursement: permitted for documented, actual and necessary expenses incurred by a stalking horse bidder, in an amount set on designation.
• Bid protections require the DIP agent's express consent and are approved in advance through the bidding procedures order under the stalking horse designation procedures, subject to the objection process below. No other bidder is entitled to a termination or break-up fee, expense reimbursement or other bidding protection, and all bidders waive substantial contribution claims under section 503(b).

Stalking Horse Designation Procedures

• Any stalking horse notice must identify the bidder (and its parent or sponsor if newly formed), state the amount of the bid and any bid protections, disclose any connection to the debtors beyond the bid itself, confirm the protections conform to the bidding procedures order, attach or summarize the finalized purchase agreement, and set the objection deadline. The notice goes to the U.S. Trustee, the consultation parties and Rule 2002 parties, and to the information officer appointed in the Canadian recognition proceeding where the bid covers assets located in Canada.
• On filing of the notice, an executed stalking horse agreement is deemed a qualified bid and the stalking horse a qualified bidder, though the bid remains subject to higher and better offers and no sale may close before the sale hearing and entry of a sale order.
• Objections to the designation or the bid protections are due within five days after the notice is filed. Absent a timely objection, the court may enter a stalking horse order without a hearing on certification of counsel; if one is filed, the debtors may seek an expedited hearing on not less than three calendar days' notice. Entry of a stalking horse order does not approve the sale, and all objection rights to the sale itself are preserved.

Credit Bid

• The DIP agent and the prepetition agents may credit bid all or any portion of their secured claims under section 363(k), to the extent their loan documents permit and subject to the DIP order, including any challenge. A credit bid is automatically a qualified bid submitted by a qualified bidder and requires no good-faith deposit; all parties' rights to object to a credit bid are preserved.
• A credit bid submitted before the challenge period expires remains subject to challenge under the DIP order notwithstanding entry of the sale order or closing. Where lien validity, priority or extent is subject to a challenge or a pending standing motion, the credit bidding parties are not obligated to close until the challenge is fully resolved and may, with the debtors' consent and after consulting the consultation parties, modify the structure or amount of the credit bid before the sale hearing.
• At the auction, a credit bid may be increased dollar-for-dollar with additional credit bid amounts, and no credit bidder must include cash in an overbid except as section 363(k) or the DIP order requires.
• A credit bid cannot be designated the backup bid.

Good Faith Deposit

• Amount: cash equal to 10% of the proposed purchase price, funded to the debtors' escrow agent by Oct. 5, 2026, at 3 p.m. ET. Credit bids are exempt.
• The deposit increases automatically to 10% of any increased purchase price, whether the increase comes before or during the auction, with the incremental amount funded within one business day; the debtors may condition auction participation on a prospective bidder having funded the full required deposit before bidding opens.
• Deposits of bidders that fail to qualify are returned within five business days of the qualification determination, and their bids terminate on return; other unsuccessful bidders' deposits are returned within 10 business days after the auction concludes; the backup bidder's deposit is returned within 10 business days after the backup bid expiration date.
• A deposit is forfeited if a qualified bidder attempts to withdraw its bid while the bid remains binding, or if a successful or backup bidder fails to close because of a breach permitting termination, with the debtors entitled to retain it as partial compensation for damages; the escrow agent must wire forfeited funds to the debtors within two business days of written notice from an authorized officer. The successful bidder's deposit credits against the purchase price at closing.

Bid Requirements

• Bids are due in writing to the bid notice parties, including SSG, by Oct. 2, 2026, at 4 p.m. ET, and copies go to the consultation parties no later than the day after the bid deadline. To qualify, a bid must:
  • Disclose the legal identity of every person bidding, sponsoring, financing or otherwise participating and the terms of that participation, together with any past or present connections or agreements with the debtors, any stalking horse or other known bidder, the prepetition secured creditors, the DIP credit parties, or any current or former officer or director of those parties.
  • Attach a duly authorized and executed asset purchase agreement constituting an irrevocable offer, marked against the debtors' form APA or, once designated, the stalking horse agreement, stating the purchase price in U.S. dollars and identifying the contracts to be assumed and assigned.
  • Confirm the bid is all cash or, if not, value and document the non-cash components; credit bids are exempt from this requirement.
  • Include a statement of financial capability and evidence sufficient in the debtors' sole discretion of the wherewithal to close, plus adequate assurance information for any contracts included and the identity and contact details of any proposed assignee.
  • Include the 10% good-faith deposit, board or equityholder authorization, and an as-is acknowledgment that the bidder conducted its own diligence and relied solely on its own review.
  • Agree to serve as backup bidder if designated; remain irrevocable until selection of the successful bid or, if selected as the successful or backup bid, until the backup bid expiration date; contain no financing contingencies and no further diligence conditions; waive any bidding protection and any substantial contribution claim; certify no collusion and no undisclosed multi-bidder ownership; state whether the bidder intends to offer employment to any of the debtors' employees and to whom; and commit to close as soon as practicable and no later than Oct. 22, 2026.
• Prospective bidders must first deliver to SSG identifying documentation, an executed confidentiality agreement satisfactory to the debtors, factual support of a bona fide interest in the assets, and preliminary proof of financial capacity to close, each judged by the debtors and their advisors in their sole judgment. The debtors may withhold trade secrets and proprietary information from competitors absent a satisfactory confidentiality agreement, may cut off diligence access to any party unlikely to qualify, and may share each prospective bidder's identity, bid and diligence materials with the DIP agent, the prepetition agents, the committee and their advisors on a confidential basis.
• The debtors may amend or waive the qualification conditions in their business judgment, but may not waive or modify any term subject to the DIP agent's consent without that consent, and may not modify any bid requirement adversely to the DIP credit parties or prepetition secured creditors without the consent of the DIP agent or the affected prepetition secured creditors.
• In evaluating bids the debtors may weigh the purchase price and form of consideration; the assets included or excluded and the contracts to be assumed and assigned; the net economic effect on the estates, taking account of any stalking horse's bid protections and the amounts necessary to fund a wind-down of the estates; benefits from liabilities assumed or waived; execution risk, covering closing conditions, timing and certainty of closing, termination provisions, financing availability and required governmental approvals; and the effect on employees, trade creditors, landlords and other parties in interest.
• The debtors may negotiate with any prospective bidder to cure deficiencies that keep a bid from qualifying or to improve its terms, and will tell bidders whether they qualify as soon as commercially reasonable after the bid deadline; a qualified bidder may not modify, amend or withdraw its bid without the debtors' consent except to raise the purchase price or otherwise improve terms.

Minimum Bid and Overbid

• Minimum bid: where a stalking horse is designated, every competing bid must carry value at least equal to the stalking horse consideration plus the bid protections plus the minimum overbid; absent a designation, the debtors may set a minimum bid requirement in consultation with the consultation parties and must notify prospective bidders of it by Oct. 5, 2026, at 5 p.m.
• Minimum overbid: not fixed in the procedures. The debtors will set it in consultation with the consultation parties based on the qualified bids received and the assets being sold, and may announce increases or reductions during the auction, with any reduction requiring the DIP agent's express consent.
• Bidding opens at the baseline bid, the highest or best qualified bid selected by the debtors in consultation with the consultation parties and subject to the DIP agent's express consent. By Oct. 5, 2026, at 5 p.m. ET the debtors will circulate to all qualified bidders a notice identifying the qualified bidders and the baseline bid, together with a copy of that bid.
• In valuing each successive round the debtors give effect to bid protections payable to a stalking horse, additional liabilities to be assumed and whether they are secured or unsecured, and any additional costs imposed on the estates.

Auction

• The auction will be held Oct. 6, 2026, at 10 a.m. ET at the Wilmington offices of Cole Schotz or virtually, and only if the debtors receive more than one qualified bid, including a combination of bids that together constitute a qualified bid. If a stalking horse bid is the only qualified bid, the debtors will cancel the auction and seek approval of that bid at the sale hearing, publishing a cancellation notice identifying the successful bidder and its terms on the Epiq case website within one day of the determination. Cancellation requires the DIP agent's express consent.
• Bidding is open in the presence of all qualified bidders, who may attend in person or through a duly authorized representative and may improve their bids and modify their purchase agreements during the auction; any creditor may attend, and the debtors may cap the number of representatives and advisors appearing for any bidder. Each participant must confirm on the record that it has not colluded and that its bids are binding, good-faith offers. Proceedings will be transcribed or video recorded.
• After each round the debtors announce the leading bid and its material terms, subject to the DIP agent's prior written consent in its sole discretion, and each round closes only after every participant has had the chance to bid with full knowledge of those terms.
• Selection of the successful bid and the backup bid, and approval of the ultimate transaction, requires the DIP agent's prior written consent in its sole discretion; the debtors otherwise consult the consultation parties and may reject any bid they deem inadequate, non-conforming or contrary to the estates' best interests. The debtors' presentation of a bid to the court is not acceptance; acceptance occurs only on court approval at the sale hearing.
• Notice of auction results, identifying each successful and backup bidder and summarizing or attaching their bids, is due one day after the auction concludes.

Backup Bid

• The backup bid remains binding until the later of the first business day after closing with the successful bidder and 30 days after the sale hearing.
• If the successful bidder's transaction terminates before that expiration date, or the successful bidder cannot or refuses to close because of its own breach or failure, the backup bidder becomes the successful bidder and must consummate its bid, and the debtors may close with it without further court order, subject to the DIP agent's express consent and consultation with the consultation parties. The debtors may instead elect, in their business judgment and on notice to the sale notice parties, not to pursue the backup transaction, again after consulting the consultation parties and with the DIP agent's express consent.

Sale Hearing

• The sale hearing is set for Oct. 14, 2026, at 9:30 a.m. ET, where the debtors will seek entry of a sale order approving the successful bid and any backup bid. Unless the court orders otherwise it is an evidentiary hearing, and there is no further bidding at it.
• Sale objections are due Oct. 12, 2026, at 4 p.m. ET and the debtors' reply Oct. 13, 2026, at 4 p.m. ET. Objections to the conduct of the auction or to the successful or backup bidder, other than to the identity of a stalking horse bidder, fall outside that deadline; a party that does not object on time is forever barred and is deemed to consent to the sale for purposes of section 363(f).
• The debtors may adjourn or reschedule the hearing on sufficient notice to the sale notice parties, after consulting the consultation parties and the successful bidder and subject to the DIP agent's express consent, including by announcing it at the auction or in court on the original hearing date.

Assumption and Assignment

• The debtors will file and serve the assumption and assignment notice, listing each contract that could be assumed and assigned with the debtors' calculated cure cost, within two business days after entry of the bidding procedures order. Listing a contract is not an admission that it is executory or unexpired, nor a guarantee it will be assumed, and cure costs are reduced by postpetition payments, with the debtors reserving the right to update the schedule by supplemental notice or written notice to the counterparty.
• Cure objections are due at 4 p.m. ET on the date 14 days after service of the notice; adequate assurance objections keyed to a successful bidder's proposed performance are due Oct. 12, 2026, at 4 p.m. ET. The assumption and assignment notice form puts objections to a stalking horse bidder's proposed adequate assurance on the earlier cure objection track, while the order's adequate assurance deadline reaches any successful bidder or assignee without that carve-out. Failure to object timely bars the counterparty forever, fixes the noticed cure cost as the only amount required under section 365(b), and deems the successful bidder to have provided adequate assurance under sections 365(b)(1)(C), 365(f)(2)(B) and, where applicable, 365(b)(3).
• The parties must first confer in good faith. Unresolved objections may be heard at the sale hearing, at the next omnibus hearing or later, and an adjourned cure objection may be resolved after closing, with the contract deemed assumed and assigned as of the closing date at the successful bidder's election once the cure amount is paid, which is due as soon as reasonably practicable or within five days of resolution. Where a cure objection resolves on terms not reasonably acceptable to the debtors or the successful bidder, either may drop the contract from the sale, subject to the governing purchase agreement.
• Any nonresidential real property lease subject to a cure, adjourned cure or adequate assurance objection must be assumed or assumed and assigned no later than the section 365(d)(4) deadline.
• Bidders must supply adequate assurance information with their bids in a form permitting immediate dissemination to counterparties, which may include organizational charts showing ownership and control, financial statements, tax returns, annual reports and the bidder's proposed use of any leased premises. The debtors will file a list of the contracts actually assumed and assigned as soon as reasonably practicable after closing.

Consultation and Consent Rights

• The DIP agent's express consent, defined as prior written consent not to be unreasonably withheld, conditioned or delayed and deliverable by email from its counsel, governs stalking horse designation and bid protections, whether to hold an auction, selection of the baseline bid, reductions to the minimum overbid, and adjournment or cancellation of the auction or the sale hearing; selection of the leading, successful and backup bids requires the DIP agent's prior written consent in its sole discretion. Moving a timeline date needs the DIP agent's consent alone under the order and the consent of both the DIP agent and the prepetition agents under the bidding procedures.
• Consultation rights do not limit the debtors' discretion and carry no veto. The debtors may not modify the consultation parties' rights or the consent rights of the DIP agent or prepetition agents absent further court order or the affected party's consent, and may not modify the procedures adversely to the DIP credit parties or prepetition secured creditors without the DIP agent's and applicable prepetition agents' consent.
• The debtors will consult the consultation parties in good faith on the sale process, the baseline bid, how the auction is conducted and any additional auction procedures, adjournment of the auction, and selection of the successful and backup bidders, and will report to them on parties contacted, buyer feedback, letters of intent, drafts of definitive agreements and updates on proposals.
• A consultation party that becomes an active bidder, including through a credit bid or stalking horse bid, receives no bids or confidential information unless it unequivocally revokes its bid in writing and waives its right to continue bidding; the same suspension applies to the DIP agent's consent and consultation rights. A consultation party whose claims are paid in full in cash ceases to be one immediately.
• If a committee member bids, the committee keeps its consultation rights provided it walls that member off from deliberations and confidential information concerning the sale.

Other Provisions

• Nothing in the order prevents the debtors from pursuing an alternative transaction consistent with their fiduciary duties or obligates them to consummate a transaction with any qualified bidder.
• The DIP order and its approved budget control over any inconsistency with the bidding procedures order, and nothing in the sale process alters the DIP order or impairs the rights of the DIP credit parties or prepetition secured lenders; the order otherwise governs over any prior inconsistent order or pleading, except as to the credit bidding provisions, and over any non-conforming local rules.
• All auction participants and bidders are deemed to consent to the court's core jurisdiction and to entry of final orders, and to waive any jury trial right, in disputes over the procedures, the auction or the sale documentation.
• The order binds any Chapter 7 or Chapter 11 trustee or other fiduciary later appointed for the estates.

Key Dates

• Sale Notice and Assumption and Assignment Notice Filing Deadline: two business days after entry of the bidding procedures order
• Stalking Horse Designation Deadline: Sept. 28, 2026, at 4 p.m. ET
• Stalking Horse Objection Deadline: five days after the stalking horse notice is filed (see each asset section for the noticed date)
• Bid Deadline: Oct. 2, 2026, at 4 p.m. ET
• Cure Objection Deadline: 4 p.m. ET on the date 14 days after service of the Assumption and Assignment Notice
• Good Faith Deposit Funding Deadline: Oct. 5, 2026, at 3 p.m. ET
• Baseline Bid Notice: Oct. 5, 2026, at 5 p.m. ET
• Minimum Bid Amount Notice, if no stalking horse is designated: Oct. 5, 2026, at 5 p.m.
• Auction (if necessary): Oct. 6, 2026, at 10 a.m. ET
• Notice of Auction Results: one day after the auction concludes
• Sale Objection and Adequate Assurance Objection Deadline: Oct. 12, 2026, at 4 p.m. ET
• Debtors' Reply Deadline: Oct. 13, 2026, at 4 p.m. ET
• Sale Hearing: Oct. 14, 2026, at 9:30 a.m. ET
• Canadian Recognition Order Deadline (if necessary): Oct. 21, 2026
• Outside Closing Date: Oct. 22, 2026