Brewster Heights Packing & Orchards - Chapter 11 Bidding Procedures Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Sellers: Brewster Heights Packing & Orchards, LP ("BHPO") and its affiliated debtors and debtors-in-possession (collectively, the "Debtors"), comprising BHPO (Case No. 26-01136); Gebbers Farms Inc. (Case No. 26-01140); Gebbers Orchards, Inc. (Case No. 26-01141); C&M II, LLC (Case No. 26-01137); D&E Storage, LLC (Case No. 26-01138); Eastco, LLC (Case No. 26-01139); GF SA, LLC (Case No. 26-01142); Northco, LLC (Case No. 26-01143); P&G Orchards, LLC (Case No. 26-01144); REPO, LLC (Case No. 26-01145); TJF Properties, LLC (Case No. 26-01146); Westco Orchards, LLC (Case No. 26-01147); and Westco Sales, Inc. (Case No. 26-01148).
• Proposed Purchaser: Heritage Orchard Alliance LLC, or another newly-formed acquisition vehicle designated by International Farming Management Company LLC or its assigns/affiliates ("Heritage Orchard"), as proposed Stalking Horse Bidder.
• The Debtors' representatives, including the Debtors' investment banker, Capstone Capital Markets LLC ("Capstone"), shall oversee the sale process.
• As of the filing of the Bid Procedures Motion, Heritage Orchard has not yet been designated as the Stalking Horse Bidder, and no definitive Asset Purchase Agreement (the "Stalking Horse APA") has been executed. The Debtors and Heritage Orchard are actively negotiating toward a Stalking Horse APA, and Heritage Orchard has expressed its willingness to serve as Stalking Horse Bidder in these Chapter 11 Cases, subject to the multi-step bid procedures process described below.

Procedural Background

• On June 4, 2026 (the "Petition Date"), each of the Debtors filed a voluntary Chapter 11 petition in the United States Bankruptcy Court for the Eastern District of Washington (the "Court"), before the Honorable Frederick P. Corbit; the cases are jointly administered under Lead Case No. 26-01136.
• The Debtors are operating as debtors-in-possession under Bankruptcy Code 1107 and 1108. As of the date of the Motion, no trustee, examiner, or statutory committee of creditors had been appointed.
• The Bid Procedures Motion is brought under Bankruptcy Code 105(a), 363, and 365, Bankruptcy Rules 2002, 6004, and 6006, and Local Rule 6004-1.

Assets Being Sold

• The Debtors are offering investors and/or purchasers the opportunity to acquire some or all of their assets (the "Assets"), comprising the acquisition of the Debtors' business and/or their assets, through a sale (the "Sale") of the Assets free and clear of liens, claims, encumbrances, and other interests.
• The proposed transaction with Heritage Orchard entails a sale of substantially all of the Debtors' assets pursuant to Bankruptcy Code § 363.
• The Sale also contemplates the assumption and assignment of executory contracts and unexpired leases ("Assumed/Assigned Contracts and Leases").
• The Debtors will also consider bids for discrete asset packages or combinations thereof to maximize recoveries.

Prepetition Marketing Process

• In light of growing liquidity challenges and significant financial distress experienced by the Debtors specifically, and the agriculture industry generally, since approximately the fourth quarter of 2024, the Debtors retained Capstone in June 2025 to commence a formal marketing process for the Debtors' assets.
• The Debtors initially launched a refinancing process during the fourth quarter of 2024 and into 2025, which culminated in extensive and exclusive negotiations with a single interested party that had significant existing investments in the Washington agricultural sector. Those negotiations proved unsuccessful.
• At that time, the Debtors were operating under short-term forbearance agreements with their secured lenders, BMO Bank N.A., as successor-in-interest to Bank of the West ("BMO"), and The Prudential Insurance Company of America ("Prudential").
  • Both lenders agreed to extend their forbearance periods through August 31, 2025, but only on the condition that the Debtors conduct a concurrent and expedited sale process, encompassing either a sale of the Debtors' assets or an alternative restructuring transaction.
  • Through Capstone's efforts, the Debtors received four indications of interest from prospective transaction parties in August 2025; two such proposals were immediately deemed unacceptable, while the remaining two showed potential.
  • With the expiration of the forbearance period approaching, BMO and Prudential each expressed interest in exploring the two remaining out-of-court restructuring proposals and agreed, both formally and informally, to forbear from exercising their respective rights and remedies until approximately November 15, 2025. By the end of 2025, neither proposal materialized.
• Throughout calendar year 2026, Capstone continued to remain in contact and engage potentially interested parties regarding a transaction, whether by way of refinancing, additional investment, or sale. As the Debtors' need for liquidity became imperative and the only viable solution was a debtor in possession ("DIP") loan, Capstone pivoted its efforts toward securing a party to serve as a stalking horse bidder in a chapter 11 process.
• As of the Petition Date, the Debtors and their advisors contacted over 80 potentially interested parties and entered into 49 nondisclosure agreements, with potential investors and/or acquirors also afforded access to a virtual data room.
• The extensive prepetition marketing process, which continued for almost 18 months, yielded a number of serious expressions of interest, resulting in seven letters of intent from prospective transaction parties. However, only one proposal was received structured as a chapter 11 "stalking horse" bid, although multiple other interested parties expressed an interest in participating in any court-run process.
• Shortly before the Petition Date, the Board of Directors for BHPO approved a Letter of Intent with U.S. Farming Realty Trust III, LP, and subsequently, after the Petition Date, the Term Sheet with Heritage Orchard.

DIP Financing

• As part of the prepetition marketing process, the Debtors and their advisors worked to identify potential sources for DIP financing to extend the timeline and bridge to consummation of a sale transaction.
• Sandton Capital Solutions Master Fund VI, LP committed to provide DIP financing to bridge through the sale process.
• If the Debtors are unable to consummate a sale process consistent with the proposed timeline, they will face substantial liquidity challenges and may be unable to maintain the going-concern value necessary to consummate a value-maximizing sale.

Stalking Horse Bid

• Under the Term Sheet, Heritage Orchard has agreed to pay $231,300,000 in consideration for substantially all of the Debtors' assets, comprising:
  • $75,000,000 cash at closing; plus
  • Assumed liabilities.
• The transaction would also entail the participation of certain non-Debtor affiliated parties and individuals by way of cooperation, contribution of assets, releases of debt obligations, and other related structures.
• The Debtors believe the Sale under the terms negotiated with Heritage Orchard presents the highest value for the Assets received to date from potential buyers, is fair market value (at a minimum), and will set a competitive floor for higher and better offers.
• Upon execution of the Stalking Horse APA and approval by the Court of such designation at the Bid Procedures Hearing, Heritage Orchard shall be designated as the Stalking Horse Bidder, and its bid pursuant to the Stalking Horse APA shall constitute the Stalking Horse Bid. The Stalking Horse Bid shall be a Qualified Bid for all purposes.

Exclusivity

• The contemplated transaction contains an exclusivity provision under which, subject to Court approval, from the Petition Date until such time as the Court approves the Debtors' designation of Heritage Orchard as the Stalking Horse Bidder, or orders otherwise (the "Exclusivity Period"), the Debtors and Heritage Orchard may only negotiate with one another with respect to the Sale.
• During the Exclusivity Period, no party may solicit, entertain, or enter into discussions regarding any alternative transaction involving, among other things, a Sale of the Assets.
• The Exclusivity Period is expected to run through July 1, 2026, when the parties expect to have a Court-approved Stalking Horse APA.

Proposed Multi-Step Bid Procedures Process

• In light of the status of the Debtors' marketing efforts and the need to preserve the participation of Heritage Orchard while maintaining a competitive sale process, the Debtors propose a three-step approach:
  • Emergency Exclusivity Relief: On June 9, 2026, the Court approved the exclusivity provision contained in the Term Sheet.
  • Expense Reimbursement: On June 16, 2026, the Debtors will seek approval of limited, initial expense reimbursement for Heritage Orchard for costs and expenses (including advisor fees) incurred from the Petition Date through July 1, 2026, in an amount not to exceed $250,000.00, designed to incentivize Heritage Orchard to continue investing time and resources in negotiating a definitive Stalking Horse APA on an expedited, postpetition basis.
  • Approval of Remaining Bid Protections and Bid Procedures: At the hearing on the Bid Procedures Motion (the "Bid Procedures Hearing"), the Debtors will seek approval of the Bid Procedures, including additional Bid Protections for the stalking horse, designed to promote a fair, transparent, and competitive process and to generate the highest or otherwise best available value for the Debtors' estates.

Bid Protections

• Break-Up Fee: A break-up fee of no more than 3% of the purchase price, calculated to include cash and assumed debt.
• Expense Reimbursement: Reimbursement of expenses for diligence and legal costs incurred by Heritage Orchard in connection with the negotiation, execution, and performance of the Term Sheet and the Stalking Horse APA and the Sale contemplated thereby.
• The Break-Up Fee and unpaid expense reimbursements would be payable to Heritage Orchard upon the Debtors' consummation of the Sale of the Assets to an alternative Successful Bidder.
• Other than any Bid Protections approved for Heritage Orchard as Stalking Horse Bidder, no person or entity shall be entitled to any expense reimbursement, break-up fee, topping, termination, or other similar fee or payment.

Participation Requirements

• To receive due diligence information, including full access to the Debtors' electronic data room and additional non-public information, a Potential Bidder must deliver the following "Preliminary Bid Documents" by email to each of (i) Katten Muchin Rosenman LLP ("Katten," the Debtors' lead counsel) and (ii) Capstone (collectively, the "Bid Recipients"):
  • An executed confidentiality agreement on terms acceptable to the Debtors, to the extent not already executed; and
  • The identity of the Potential Bidder and a list of contacts for the Potential Bidder.
• Promptly after delivery, the Debtors will assess and notify the Potential Bidder whether it has submitted acceptable Preliminary Bid Documents so that it may proceed to conduct due diligence and ultimately submit a Bid and participate in the Auction. Only those Potential Bidders that have submitted acceptable Preliminary Bid Documents (each, a "Bidder") may submit Bids, provided that the Debtors, in their reasonable discretion, may waive some or all of the requirements and may work with any Potential Bidder to cure deficiencies.

Bid Requirements

• To be selected to acquire the Assets or to be eligible to participate in the Auction, a Potential Bidder (other than the Stalking Horse Bidder) must deliver to the Bid Recipients a written, irrevocable, and binding Bid satisfying, among others, the following conditions:
  • Identity of Assets: State which Assets the bidder seeks to acquire and which liabilities it agrees to assume.
  • Purchase Price: Clearly set forth the terms of the proposed transaction as a single point value in U.S. dollars for the total enterprise value of the Assets on a cash-free basis, with the cash and assumed debt components delineated; the Purchase Price (or combined Purchase Price of lot Bids) must exceed the Stalking Horse's Purchase Price.
  • Marked Agreement: Be accompanied by a markup of the Stalking Horse APA (a "Bidder's APA"), including exhibits, schedules, and related Sale Documents, providing (i) a commitment to close on the same timeline as the Stalking Horse Bidder and (ii) a representation that the bidder will use reasonable best efforts to satisfy all applicable regulatory conditions.
  • Committed Financing: Where not supported by cash on hand, include evidence of committed debt and/or equity financing sufficient to satisfy the Purchase Price and other obligations, not subject to internal approvals, syndication, diligence, or credit committee approvals, on covenants and conditions acceptable to the Debtors and not greater than those provided for in the Stalking Horse financing commitment.
  • Contingencies; No Financing or Diligence Outs: Not be conditioned on obtaining or the sufficiency of financing, any internal approval, or the outcome of due diligence; conditions may not be more burdensome than those contemplated by the Stalking Horse Bid, and each Bid must identify with particularity each condition to closing.
  • Financial Capacity: Include evidence of the bidder's financial capacity to close, which may include financial statements or verified financial commitments.
  • Identity: Fully disclose the identity of each entity bidding or participating, including each equity holder or financial backer; no undisclosed principals, equity holders, or financial backers are permitted.
  • Authorization: Contain evidence of board or comparable governing-body authorization for the Bid and consummation of the sale.
  • Compliance and Acknowledgement: Comply with the Bankruptcy Code and applicable non-bankruptcy law and include written acknowledgment of agreement to the terms of the Sale.
  • As-Is, Where-Is: Include a written acknowledgment that the bidder relied solely on its own independent review and not on any representations or warranties except as expressly stated in its Sale Documents.
  • Disclaimer of Fees: Each Bid (other than a Stalking Horse Bid) must disclaim any right to a break-up fee, expense reimbursement, termination fee, or similar compensation, including under section 503(b) of the Bankruptcy Code.
  • Adequate Assurance: Identify the Contracts to be assumed and assigned, the source of payment of all Cure Amounts, and demonstrate the ability to provide adequate assurance of future performance.
  • Expected Closing Date: State the expected closing date, which shall be no later than September 30, 2026, subject to extension under the terms of a Bidder's APA.
  • Employees: Specify whether the bidder intends to hire any of the Debtors' employees and propose the treatment of the Debtors' prepetition compensation, incentive, retention, bonus, or other compensatory arrangements.
  • Backup Bid; Compliance: Provide that the bidder will serve as a Backup Bidder if its Bid is the next highest or otherwise best Bid and include a covenant to comply with the Bid Procedures and the Bid Procedures Order.
• The Debtors are authorized to approve joint Bids in their reasonable discretion on a case-by-case basis. The submission of a Bid constitutes a binding and irrevocable offer to acquire the Assets reflected in such Bid.

Good Faith Deposit

• Each Bid must be accompanied by a cash deposit in an amount equal to the amount provided by the Stalking Horse Bidder, to be held in a segregated debtor-in-possession account (the "Deposit").
• The Deposit of the Successful Bidder shall be applied to the Purchase Price at closing. Deposits for each Qualified Bidder shall be held in one or more escrow accounts and returned (other than those of the Successful Bidder and the Backup Bidder) promptly after the Auction. If any Bid is determined not to be a Qualified Bid, the Debtors will refund such Bidder's Deposit promptly after the Bid Deadline.
• If a Successful Bidder fails to consummate a proposed transaction because of a material breach (as determined by the Court), the Debtors will have no obligation to return the Deposit, which may be retained as liquidated damages, in addition to all other rights and remedies, and the Debtors shall be free to consummate the transaction with the Backup Bidder without an additional hearing or order.

Designation of Qualified Bidders

• A Bid will be considered a "Qualified Bid," and each such Bidder a "Qualified Bidder," if the Debtors, in consultation with the Consultation Parties, determine that the Bid:
  • Satisfies the Bid Requirements;
  • Is on terms and conditions acceptable to the Debtors in their business judgment;
  • Is reasonably likely (based on availability of financing, antitrust or other regulatory issues, experience, and other considerations) to be consummated, if selected as the Successful Bid, within a timeframe acceptable to the Debtors; and
  • Is not conditioned upon any bid protections (such as a topping fee, termination fee, expense reimbursement, or similar payment).
• No later than August 10, 2026, the Debtors (after consulting with the Consultation Parties) will notify each Qualified Bidder whether such party is a Qualified Bidder and will provide the Notice Parties with a copy of each Qualified Bid.
• The Stalking Horse Bid is deemed a Qualified Bid, and the Stalking Horse Bidder a Qualified Bidder, for all purposes, notwithstanding the requirements otherwise applicable to Potential Bidders.

Credit Bid

• Any Qualified Bidder that has a valid and perfected lien on any Assets of the Debtors' estates (a "Secured Creditor") shall have the right to credit bid all or a portion of the value of such Secured Creditor's claims within the meaning of Bankruptcy Code § 363(k), provided that a Secured Creditor may credit bid its claim only with respect to the collateral by which it is secured.

Auction Details

• If the Debtors receive one or more Qualified Bids (in addition to the Stalking Horse Bid) by the Bid Deadline, the Debtors shall conduct the Auction with respect to the Assets, to commence on August 12, 2026, at 10:00 a.m. (PT), via live auction and/or remote video, or at such other place and time as the Debtors may notify all Qualified Bidders.
• The Debtors and their professionals shall direct and preside over the Auction. The Debtors will notify all Qualified Bidders of the highest and best Qualified Bid received (the "Baseline Bid") and provide copies of the supporting documents. All incremental Bids thereafter shall constitute Overbids, made and received on an open basis, with all material terms fully disclosed to all Qualified Bidders. The Debtors shall maintain a written transcript of all Bids.
• In determining the Baseline Bid and the Successful Bid, the Debtors (in consultation with the Consultation Parties) may take into account any factors deemed relevant to the value of a Qualified Bid (the "Bid Assessment Criteria"), including the type and amount of Assets and the amount and nature of consideration; likelihood and timing of closing; net economic effect on the estates; assets and liabilities excluded or assumed; likelihood of leading to a confirmed chapter 11 plan; transaction structure and execution risk (financing and required approvals); tax consequences; equitable considerations such as the impact on employees, vendors, and the community; and any other factors consistent with the Debtors' fiduciary duties.
• Only Qualified Bidders that have submitted Qualified Bids by the Bid Deadline are eligible to participate, and they must appear in person or through a duly authorized representative. Any party in interest may attend (but not participate in) the Auction upon written notice of its intention to attend, sent on or before the Bid Deadline to proposed counsel for the Debtors (John Mitchell and Yelena Archiyan at john.mitchell@katten.com and yelena.archiyan@katten.com). The Consultation Parties may attend without sending prior written notice.
• In any Auction, the Stalking Horse Bidder shall be entitled to a bid credit (which it can bid, and which shall be treated as a cash Bid) in an amount equal to the amount of the Break-Up Fee and Expense Reimbursement.
• The Debtors, in consultation with the Consultation Parties, reserve the right to adjourn the Auction to facilitate discussions, provide Qualified Bidders additional time, or provide an opportunity to offer additional evidence of financial capacity or funding.
• The Auction shall continue until there is only one Qualified Bid that the Debtors determine, after consultation with the Consultation Parties, to be the highest or otherwise best Qualified Bid, which shall be declared the "Successful Bid" and such bidder the "Successful Bidder." The Debtors' acceptance is conditioned upon Court approval. Following the closing of the Auction, the Debtors shall not initiate contact with, solicit, or encourage proposals from any person with respect to the Assets.
• Each Qualified Bidder participating at the Auction must confirm on the record that (i) it has not engaged in any collusion with respect to the bidding, (ii) its Qualified Bid is a good-faith bona fide offer, and (iii) it intends to consummate the proposed Sale if selected as the Successful Bidder.

Overbid

• Minimum Overbid: Any Overbid, including any Bids by the Stalking Horse Bidder, must be made in minimum increments of $1,000,000, provided that the initial Overbid must total the Break-Up Fee plus expenses incurred, plus the minimum overbid amount; all subsequent Overbids shall be subject to the minimum Overbid.
• Upon the solicitation of each round of Overbids, the Debtors may announce an "Overbid Round Deadline," subject to extension by the Debtors, by which any Overbids must be submitted.
• 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, and shall otherwise comply with the Bid Procedures.
• After each Overbid Round Deadline, the Debtors, in consultation with the Consultation Parties, shall determine whether an Overbid is higher or otherwise better than the Baseline Bid or the prior "Prevailing Highest Bid," and shall announce and describe the material terms of any new Prevailing Highest Bid and the identity of the bidder.

Backup Bidder

• If an Auction is conducted, the Qualified Bidder with the next-highest or otherwise second-best Qualified Bid shall be required to serve as the Backup Bidder until the Sale to the Successful Bidder is consummated, but no later than thirty (30) days past the Sale Hearing.
• The identity of the Backup Bidder and the amount and material terms of the Backup Bid shall be announced at the conclusion of the Auction, at the same time the Debtors announce the Successful Bidder. The Backup Bidder must keep its Qualified Bid (or final Overbid) open and irrevocable until the Sale is consummated, and its Deposit shall be held in escrow pending consummation of the Sale.
• If a Successful Bidder fails to consummate the approved Sale, the Debtors may select the Backup Bidder as the Successful Bidder and consummate the contemplated transactions without further order of the Court or notice to any party. In such case, the defaulting Successful Bidder's Deposit shall be forfeited to the Debtors, who reserve all available remedies against the defaulting bidder, including specific performance.

Assumption and Assignment

• The Debtors seek approval of Assumption and Assignment Procedures to facilitate the fair and orderly assumption, assumption and assignment, or rejection of certain of the Debtors' contracts and unexpired leases (the "Contracts") in connection with the Sale.
• By no later than July 15, 2026, the Debtors shall file and serve a Cure Notice on the applicable Contract Counterparties, and post it to the Case Website, identifying (i) the applicable Assigned Contracts; (ii) the applicable Contract Counterparties; (iii) the Debtors' good faith estimate of the Cure Amount necessary to cure all monetary defaults; and (iv) the deadline to object. Service of a Cure Notice does not constitute an admission that a Contract is executory or will be assumed or assigned.
• Cure Objections must be in writing, comply with the applicable Bankruptcy Rules and Local Rules, state with specificity the nature of the objection (and any asserted Cure Amount with supporting documentation), and be filed prior to August 21, 2026, at 4:00 p.m. (PT). A properly filed Cure Objection shall be heard at the Sale Hearing or such later date as agreed or fixed by the Court.
• The Debtors may, after consultation with the Successful Bidder, supplement or modify the Cure Notice (including stated Cure Amounts) at any time before closing via a Supplemental Cure Notice.
• Only those Assigned Contracts included on the schedule of assumed and assigned contracts attached to the Successful Bidder's asset purchase agreement (as amended in accordance with that agreement) will be assumed and assigned. The Assigned Contracts will be assumed and assigned at closing, and the Successful Bidder or Debtors, as applicable, will cure any existing defaults prior to assumption and assignment.

Sale Free and Clear & Good Faith Purchaser

• The Debtors have determined, in the exercise of their business judgment, that the sale of the Assets is in the best interest of their estate and creditors, and that a sale by auction will enable the Debtors to obtain the highest and best offer, thereby maximizing the value of the Debtors' estates.
• The Debtors seek to sell the Assets free and clear of liens, claims, encumbrances, and other interests under Bankruptcy Code § 363, noting that any lien holder that does not consent could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of its interest within the meaning of section 363(f)(5).
• The Debtors intend to request at the Sale Hearing a finding that the Successful Bidder is a good faith purchaser entitled to the protections of Bankruptcy Code § 363(m).
• The Debtors request a waiver of the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d) (or, if a Sale objection is filed, a reduction to the minimum time the objecting party needs to appeal), given their liquidity needs and the need to close the Sale as soon as practicable; the proposed Bid Procedures Order provides that it is effective and enforceable immediately upon entry.
Proposed additional bullet (optional):
• The Sale Hearing may be conducted as a confirmation hearing if the Debtors and the Successful Bidder elect to implement the Sale through a chapter 11 plan.

Sale Notice

• As soon as practicable after entry of the Bid Procedures Order, the Debtors will serve the Sale Notice on the Notice Parties, the Limited Notice Parties (as defined in the Case Management Order [ECF No. 73]), and all persons and entities previously contacted by Capstone as part of its prepetition marketing process, and will post the Sale Notice on their restructuring website, https://cases.stretto.com/BrewsterHeights (the "Case Website").
• The Debtors are soliciting offers for the purchase of substantially all of the Debtors' assets and assumption of certain liabilities consistent with the Bid Procedures.
• By the later of (i) August 14, 2026 and (ii) one business day after the conclusion of the Auction, the Debtors will file and serve a Notice of Auction Results identifying each Successful Bidder and Backup Bidder, including a copy or summary of the material terms of each Successful Bid and Backup Bid, and setting forth the Final Sale Objection Deadline, the Cure Objection Deadline, and the date, time, and location of the Sale Hearing.

Consultation Parties

• The "Consultation Parties" are: (i) counsel to the Debtors' prepetition lenders; (ii) counsel to the Debtors' postpetition lender; and (iii)-(iv) counsel to any statutory committee appointed in these Chapter 11 Cases.
• Where the Bid Procedures require consultation, the Debtors shall use commercially reasonable efforts to do so in a timely manner; provided that during any period in which a Consultation Party has submitted a Qualified Bid and become a Qualified Bidder, such party shall no longer be considered a Consultation Party.

Consent to Jurisdiction

• All Bidders will be deemed to have consented to the exclusive jurisdiction of the Court, consented to the Court entering final orders and judgments, and waived any right to a jury trial in connection with any and all disputes relating to, arising from, or connected with the Auction, the marketing process, the Sale, and the construction and enforcement of any purchase agreement.

Reservation of Rights

• The Debtors reserve their rights to modify the Bid Procedures, after consultation with the Consultation Parties, in any manner that best promotes their goals, or to impose additional customary terms and conditions, including, without limitation: (i) extending the deadlines; (ii) adjourning the Auction; (iii) adding procedural rules; (iv) canceling the Auction; and (v) rejecting any or all Bids or Qualified Bids.
• Any such modifications are without prejudice to the rights of the Stalking Horse Bidder under the Stalking Horse APA. The Bid Procedures may not otherwise be modified except with the express prior written consent of the Debtors.
• Notwithstanding anything to the contrary, nothing in the Bid Procedures or the Bid Procedures Order requires any Debtor or its governing body to take, or refrain from taking, any action that would be inconsistent with applicable law or its fiduciary obligations; and the Debtors and their advisors retain the right to consider, respond to, solicit, and facilitate alternative sale or restructuring proposals ("Alternate Proposals"), provide non-public information and enter into confidentiality/nondisclosure agreements, and maintain or continue discussions with claimholders, equity holders, and other parties in interest regarding Alternate Proposals.

Key Dates

• Deadline for Debtors to File Proposed Stalking Horse APA: June 24, 2026
• Deadline to Object to Bid Procedures Motion: June 29, 2026, at 12:00 p.m. (PT)
• Deadline for Debtors to File List of Potential Assumed Contracts and Proposed Cure Amounts (Cure Notices): July 15, 2026
• Bid Deadline: August 7, 2026, at 4:00 p.m. (PT)
• Deadline to Designate Qualified Bids / Notice of Cancellation of Auction (if applicable): August 10, 2026
• Auction (if applicable): August 12, 2026, at 10:00 a.m. (PT), via live auction and/or remote video
• Deadline for Debtors to File Notice of Auction Results: The later of (i) August 14, 2026 and (ii) one business day after the conclusion of the Auction
• Deadline for Debtors to File Designated Contract Schedule: August 14, 2026
• Final Sale Objection Deadline & Cure Objection Deadline: August 21, 2026, at 4:00 p.m. (PT)
• Sale Hearing: September 1, 2026, at 10:00 a.m. (PT)
• Entry of Sale Order: No later than September 4, 2026
• Target Closing Date: No later than September 30, 2026