Brewster Heights Packing & Orchards - Chapter 11 Bidding Procedures / APA Summary

Sale Order / Asset Purchase Agreement Summary

Sale Outcome

• On Oct. 13, 2026, the court entered an order approving the sale of substantially all assets of Brewster Heights Packing & Orchards, LP (BHPO) and its affiliated debtors to stalking horse bidder Heritage Orchard Alliance LLC. The purchase price is $231.3 million, paid through cash and the assumption of re-tranched Prudential debt and other secured obligations, and is subject to a working capital adjustment. The sale is governed by an amended and restated APA dated Oct. 7, 2026. The debtors canceled the auction under the bid procedures order (ECF No. 391), and the court found the APA to be the highest or otherwise best offer.
• The sale has the consent of The Prudential Insurance Company of America, BMO Bank N.A., Happy Valley Credit III, USA (subject to stated conditions), the official committee of unsecured creditors and the Gebbers Parties. The Gebbers Parties are the Gebbers family members who own the debtors, other family members who hold or have held positions of authority with them, and Gebbers-affiliated businesses that have dealt with the debtors. The committee's consent is conditioned on a global settlement stipulation that resolved its objection. Wilbur-Ellis Company LLC's objections were withdrawn or resolved, and all other unresolved objections were overruled.
• The debtors are a Gebbers family-owned orchard, fruit-packing and storage business in Washington. They filed for Chapter 11 on June 4, 2026, in the Eastern District of Washington, and on June 12 moved for bid procedures and a sale of substantially all assets. Heritage signed a term sheet on June 16, and the court approved bid procedures on July 9. Heritage executed the original APA on July 15 and was designated stalking horse on Aug. 5, when the court also approved its break-up fee and expense reimbursement. Capstone Capital Markets LLC served as the debtors' investment banker. After the Aug. 27 bid deadline, the debtors filed a revised APA on Sept. 4, and the committee objected to it on Sept. 14. A further amended APA was filed Sept. 24, followed by the Oct. 7 amended and restated agreement that the court approved.
• The parties are targeting an Oct. 30, 2026 closing, with a Nov. 1, 2026 outside date. Closing also requires confirmation of the debtors' joint plan of liquidation, which was approved for solicitation on Sept. 29, 2026 (Docket No. 470). The committee settlement contemplates confirmation by Nov. 6, 2026, which is later than the Nov. 1 outside date, after which either side may terminate the APA unless its own breach caused the delay. The court found that a prompt sale is essential to meet the milestones in the DIP financing documents.

Purchase Price

• Base Price: $231.3 million, plus the net working capital adjustment. If applicable, the price also includes any cash offer the buyer makes for collateral subject to BMO's senior liens, as an alternative to an agreed release of those liens.
• Under the APA's payment mechanics, the price is satisfied through:
  • Cash at closing (the cash portion) of $73.75 million plus any other cash payable under the APA, of which $10 million is deposited into the adjustment escrow
  • The $1.25 million deposit, credited at closing
  • Assumption of the debt obligations on Schedule A to the APA: the re-tranched Prudential term loans, a $17.5 million BMO loan, and the North Cascades and Happy Valley loans on the terms set in the sale order
  • Assumption of the other assumed liabilities, namely post-closing contract obligations and post-closing taxes
• The APA does not reconcile these components to the $231.3 million base price: the $73.75 million cash portion, the $1.25 million deposit and the $155.6 million of re-tranched Prudential debt alone total about $230.6 million, before the $17.5 million BMO loan and the North Cascades and Happy Valley loans that Schedule A also lists as assumed debt.
• Allocation: $17.5 million of the purchase price is allocated to the BMO Released Collateral. Closing cannot occur until BMO indefeasibly receives that amount.
• Uses at closing:
  • DIP obligations are paid in full from sale proceeds directly to the DIP lender.
  • $25 million of the cash portion, less any cash shortfall needed to discharge closing obligations, pays down Prudential.
  • Pre-closing secured taxes are paid in full from proceeds.
  • The buyer's unpaid expenses are paid from the cash portion or cash on hand, subject to the $2.75 million cap, and tail insurance premiums may be paid from the cash portion.
• The price does not change for contract designations or removals, excluded equity interests, the exclusion of the BMO Retained Collateral, buyer designee elections or a plan-based implementation.

Secured Lender and DIP Treatment

• Prudential: Prudential filed proofs of claim asserting $190.3 million of secured claims against 13 debtors. It receives a $25 million paydown from the cash portion, less any closing cash shortfall. After the paydown, its term loans are re-tranched into $155.6 million of fixed-rate balloon debt assumed by the buyer, with covenants, defaults and termination rights reasonably acceptable to the buyer. Maturities assume an Oct. 30, 2026 closing and run four, four, four, three and four years, respectively:
  • Tranche A-1: $79.1 million at 4.75%, due Oct. 30, 2030
  • Tranche A-2: $18.3 million at 6.46%, due Oct. 30, 2030
  • Tranche A-3: $21.6 million at 4.78%, due Oct. 30, 2030
  • Tranche A-4: $6.6 million at 7%, due Oct. 30, 2029
  • Tranche B: $30 million at 5% PIK, due Oct. 30, 2030
• Prudential settlement: A separate settlement among Prudential, the sellers, the buyer and certain related parties is to be entered into after the APA date. It contemplates up to $15 million of supplemental funding and must remain in effect and close substantially concurrently with the sale. Estate causes of action acquired by the buyer are to be treated as that settlement contemplates. Under the committee settlement, Prudential also subordinates its deficiency claim to nonaffiliated unsecured claims.
• BMO: BMO, successor to Bank of the West, filed proofs of claim asserting $66.6 million of secured claims against 13 debtors. Under the APA and the BMO terms in Schedule A, its treatment consists of:
  • Retention of the 2025 crop: The 2025 crop and its inventory, receivables, crop insurance proceeds, government payments and other proceeds (the BMO Retained Collateral) are excluded from the sale with no reduction in price. This collateral remains estate property subject to BMO's liens, and those liens do not attach to sale proceeds. The sellers must segregate the collateral and remit its proceeds to BMO. Packing of the 2025 crop continues under the existing contract between BHPO and Apple House. The new owners of the IP grant a royalty-free license to collect the receivables and liquidate remaining inventory, on the same terms the debtors gave BMO before the petition date.
  • A $17.5 million allocation of the purchase price to the BMO Released Collateral: rolling stock and equipment subject to BMO's lien, the King Blossom property in Okanogan County and the sellers' equity in CFM. The lien release takes effect only when BMO indefeasibly receives that amount at closing.
  • A $17.5 million BMO loan listed among the assumed debt obligations, with:
    • 6.5% interest, paid monthly in arrears
    • Two-year maturity and no amortization
    • First-priority liens on the King Blossom facility, the Snyder Flats property, and the obligations guaranteed by the Gamble Lumber parking lot owners and secured by that lot
    • No sponsor guarantees and no cash at closing
  • Assignment to the buyer of $1.3 million of existing obligations secured by the Gamble Lumber parking lot, on terms to be agreed
  • Release at closing of all personal guarantees, except those given by the owners of Hunt Ranch-Asmussen, MC-Guelich and the Gamble Lumber parking lot. The release is in consideration of the transfer of Snyder Flats to BHPO, the buyer or its designee, with the sale proceeds paid to BMO in partial satisfaction of the debt Snyder Flats secures. The MC-Guelich, Hunt Ranch and Asmussen parcels remain subject to separately agreed treatment.
  • Subordination of BMO's deficiency claim and dismissal at closing of the committee's adversary proceeding challenging certain BMO collateral, both under the committee settlement
• BMO settlement: The definitive settlement among BMO, the sellers, the buyer and related parties is to be entered into after the APA date. Closing requires a court order approving it in a form acceptable to BMO. The sale order preserves BMO's rights against non-debtor guarantors and non-debtor collateral, including Hunt Ranch, Asmussen, MC-Guelich and Gamble Lumber, except as the settlement expressly provides.
• Happy Valley: Happy Valley Credit III, USA's prepetition collateral, including real property in Okanogan County, passes to the buyer subject to its liens rather than free and clear of them. The sale order also refers to this lender as Homestead. The sale does not cure existing defaults. The buyer and Happy Valley are to enter into a new agreement on the terms of their Aug. 31, 2026 term sheet. If they cannot reach terms substantially consistent with it, Happy Valley may pursue non-judicial foreclosure or other relief, and its previously triggered foreclosure right is preserved. Effective at closing, Happy Valley has no further claims against the debtors. Schedule A lists the Happy Valley loan as assumed on the sale order's terms.
• North Cascades: North Cascades Bank's liens on its collateral, including real property in Douglas County, remain in place through the sale. The buyer assumes the North Cascades obligations, and at closing North Cascades has no further claims against the debtors, but only with respect to the specific loan being assumed.
• DIP Lender: Sandton Capital Solutions Master Fund VI, LP is the lender under the June 10 interim DIP order, the July 9 final DIP order and the Sept. 18 amendment to the final order. As the DIP documents require, it is paid in full from sale proceeds at closing, directly and without further order. Full cash repayment of the DIP loan is a buyer closing condition. Cure costs are funded from DIP proceeds before closing.

Committee Settlement

• Unsecured Pool: $1.1 million, which the debtors deposit into a segregated escrow at or before closing, without setoff or deduction. The pool is for nonaffiliated general unsecured claims, which exclude affiliate claims, the BMO and Prudential deficiency claims and the satisfied claims. Priority claims, including 503(b)(9) claims, are to be paid from other assets under the plan. Reconciliation costs are borne by the estates, not the pool.
• Committee Fees: The debtors fund a $400,000 escrow at or before closing. Committee professionals' allowed post-sale-order fees are capped at $400,000, and any unused balance goes to the unsecured pool. The cap falls away if the sale closing or plan effective date, with the pool and fee escrow funded, does not occur by Nov. 13, 2026.
• Subordination: Prudential and BMO each subordinate their deficiency claims to nonaffiliated unsecured claims and take nothing from the pool. Affiliate claimants that are parties to the stipulation also subordinate their claims, while keeping their rights to cure payments on contracts the buyer assumes. The plan is to bar all affiliate claims from the pool. The affiliate claims exhibit lists roughly 25 creditors totaling $7.16 million on the amended Schedule F and $11.15 million on the claims register as of Sept. 22, 2026. The largest is Apple House Warehouse & Storage, Inc., at $4.13 million scheduled and $7.52 million filed.
• O'Connell Drilling: Subject to a sale closing consistent with the stipulation, OConnell Drilling & Supply, LLC's claim against BHPO, which it had contended was not an affiliate claim, is allowed at $292,861.47 and split evenly: $146,430.74 is classified as a nonaffiliated unsecured claim, and $146,430.73 is classified as an affiliate claim with no recovery from the pool.
• BMO Litigation: The committee's adversary proceeding against BMO, filed Sept. 10, 2026, is to be dismissed with prejudice at closing. It seeks a declaratory judgment regarding certain BMO collateral (Official Committee of Unsecured Creditors of Brewster Heights Packing & Orchards v. BMO Bank, N.A.).
• Avoidance Releases: The buyer acquires substantially all of the debtors' avoidance claims under sections 544 through 551. The buyer, the debtors and Prudential agree that all avoidance claims against holders of nonaffiliated unsecured claims are released at the plan effective date, whether those claims are held by the buyer, the debtors or Prudential.
• Satisfied Claims: The treatment below applies to filed amounts and only if a claim is not disallowed before closing:
  • Toyota Industries Commercial Finance ($1.9 million, equipment leases) and Sierra Aeronautics ($745,000, spraying services) are to be assumed and assigned to the buyer, with any cure paid by the debtors.
  • Rain and Hail ($376,854, due Nov. 20, 2026) is paid by the buyer after closing. If the sale has not closed by then, the debtors pay it as an administrative claim.
  • Regal Fruit International ($400,000) is paid by Chelan Fresh Markets by closing, or its agreement is assumed and assigned with the cure paid by the debtors.
  • Gebbers Farm Services' $242,148.59 H-2A claim is paid under the DIP budget.
  • The debtors will object to $98,357.28 of U.S. Bank Equipment Finance's $104,436.28 claim. The $6,079 balance, tied to a Kubota track loader, is either assumed by the buyer or the collateral is surrendered.
• Conditions: The stipulation becomes effective upon:
  • Entry of the sale order
  • The filing of a consistent plan and disclosure statement
  • Conditional approval of the disclosure statement, with a process leading to confirmation by Nov. 6, 2026
  If the plan is not confirmed or the sale has not closed by Nov. 13, 2026, any party may withdraw, which voids the stipulation ab initio. The sale order approves and incorporates the stipulation but governs in any conflict. The parties are the debtors, the committee, Prudential, BMO, the Gebbers Parties, OConnell Drilling, Gebbers Cattle, Ltd. and the buyer, and the DIP lender consented.

Working Capital Adjustment

• Target: The target depends on the closing date:
  • $66 million for an Aug. 29, 2026 closing
  • $64 million for Oct. 3
  • $71 million for Oct. 31
  • $79 million for Nov. 28
  For any other closing date, the target is interpolated per diem on a straight line between the two nearest dates, capped at $79 million.
• Collar: No payment is due if the difference between final working capital and the target is no more than 5% of the target. Beyond that band, only the excess is payable.
• Escrow and Caps: $10 million of the cash portion is held in an adjustment escrow at Citibank. A shortfall is paid to the buyer from the escrow, with the sellers' liability capped at the escrow amount. An excess is paid by the buyer, capped at the initial $10 million escrow amount, and the escrow is then released to the sellers.
• Definition: Working capital is measured at 11:59 p.m. Pacific time on the day before closing and equals current assets less current liabilities.
  • Current assets are 2026 crop receivables (including 2026 cherries, net of reserves and excluding amounts not expected to convert to cash within 90 days) plus 2026 crop inventory, growing or harvested, at the lower of cost or market.
  • Current liabilities are post-petition 2026 crop orchard and warehouse payables under assumed contracts, crop-revenue-based rent under assumed contracts, and 2026 customer prepayments.
  • Excluded items are 2025 and earlier crop items, all insurance receivables and proceeds, CFM's working capital (including grower receivables and payables), non-ordinary-course Apple House items, related-party lease cure costs, cash, notes receivable and income tax items. Packing materials, chemicals and consumables are valued at zero.
• Process: The sellers deliver an estimate three business days before closing, and the buyer delivers a closing statement within 60 days. The sellers have 15 days to dispute it, followed by 15 business days of negotiation. Remaining disputes go to Clifton Larsen Allen for a determination within 30 days, with fees shared in inverse proportion to each side's success.
• Illustration: The APA's working capital schedule shows illustrative totals of approximately $65.7 million, $64.4 million, $70.8 million and $78.6 million at the four reference dates. The last two reflect a $6 million pro forma lower-of-cost-or-market adjustment.

Deposit

• Amount: $1.25 million, due one business day after the stalking horse designation order and held by Citibank, N.A. The escrow agreement, dated Aug. 5, 2026, also governs the adjustment escrow. The deposit is credited against the price at closing. The escrow agreement pays interest on the deposit to the buyer, while the APA sends accrued interest with the deposit to whichever side receives it on termination.
• Return to buyer: The deposit is returned with interest, less half the escrow fees, if the APA is terminated because of:
  • A seller breach
  • Failure of a buyer condition not caused by a buyer default, other than the lender-release, assumed-debt, ancillary-agreement and exit-financing conditions
  • The buyer's diligence or documentation outs
  • A casualty
  • An unacceptable plan or committee settlement
  • Denial, vacatur, modification or appeal of key orders
  • Dismissal or conversion
• Delivery to sellers: The deposit goes to the sellers, with interest and less half the escrow fees, if the APA is terminated because of:
  • A buyer breach
  • The buyer's failure to confirm its financing
  • The buyer's failure to deliver the cash portion at closing, including a financing source's failure to fund
  • A buyer termination for failure of the lender-release, assumed-debt, ancillary-agreement or exit-financing conditions, other than under the Sept. 30 documentation out

Bid Protections

• Break-Up Fee: 2% of the purchase price, calculated to include cash and assumed debt, subject to court approval. It is payable within two business days of a trigger event as an allowed administrative expense and may be paid directly from the proceeds of an alternative transaction.
• Trigger: The fee is triggered if any alternative transaction closes within 18 months, regardless of counterparty, after any seller:
  • Enters into, seeks approval of or consummates an alternative transaction, or
  • Terminates or modifies the APA or its support for it in order to pursue an alternative transaction or a superior proposal, including through a fiduciary out
  An alternative transaction is any sale, transfer, lease, license, financing, throughput, recapitalization, refinancing, restructuring or other disposition of all or a material portion of the acquired assets, or a plan in lieu, with anyone other than the buyer or its designee. A superior proposal is a written, bona fide third-party proposal that BHPO's board determines in good faith is reasonably likely to close and more favorable to the estates. No fee is owed if the sellers terminate for buyer breach or the buyer's failure to confirm its financing, or if the buyer terminated under its Sept. 30, 2026 documentation out covering the assumed debt documents, ancillary agreements and BMO release.
• Expense Reimbursement: All reasonable, documented out-of-pocket expenses, including legal and diligence costs, subject to court approval. It is payable on any termination other than a specified termination event, which includes:
  • Mutual termination
  • A buyer termination for failure of the lender-release, assumed-debt, ancillary-agreement or exit-financing conditions
  • A seller termination for buyer breach or the buyer's failure to confirm financing
  • A buyer diligence termination
  A termination under the Sept. 30 documentation out instead carried a supplemental reimbursement of expenses incurred July 1 through Sept. 30, 2026, capped at $1 million.
• At closing: The buyer's unpaid expenses are paid from the cash portion or cash on hand. The cap is $2.75 million, including amounts paid under the earlier expense reimbursement order (ECF No. 114). The buyer's continued entitlement to both protections, and payment of its expenses under that order, are closing conditions.

Overbid and Auction

• Initial Overbid: The purchase price plus the break-up fee, the expense reimbursement and $1 million
• Minimum Overbid Increment: $1 million
• The APA set an Aug. 27, 2026 deadline for qualified bids, and the debtors then filed a notice canceling the auction (ECF No. 391). Had another bidder prevailed, the buyer would have served as back-up bidder through no later than the Nov. 1 outside date. The court found that the marketing process, including the debtors' extensive prepetition marketing, gave bidders a full, fair and reasonable opportunity to submit a higher or better offer.

Parties Involved

• Sellers: BHPO, Gebbers Farms, Inc., Gebbers Orchards, Inc., C&M II, LLC, D&E Storage, LLC, Eastco, LLC, GF SA, LLC, Northco, LLC, P&G Orchards, LLC, REPO, LLC, TJF Properties, LLC, Westco Orchards, LLC and Westco Sales, Inc., with BHPO acting as sellers' representative
• Buyer: Heritage Orchard Alliance LLC, a Delaware limited liability company, or its assignee. The court found the buyer is not an insider or affiliate of the debtors and shares no common incorporators, directors or controlling stockholders with them.
• DIP Lender: Sandton Capital Solutions Master Fund VI, LP
• Investment Banker: Capstone Capital Markets LLC
• Escrow Agent: Citibank, N.A.

Related-Party Arrangements

• Closing requires ancillary agreements between the buyer and debtor-related parties to be executed and to close concurrently with the sale, on terms reasonably acceptable to the buyer:
  • An investment agreement between Apple House and the buyer, with an agreed form of amended and restated buyer LLC agreement attached
  • An Apple House throughput agreement, under which Apple House delivers apples, pears and cherries to the buyer in exchange for rights and other consideration set in the term sheet
  • An Apple House–CFM agreement on efforts to help CFM keep its SugarBee rights
  • The Cascade FH lease agreement, which provides agricultural worker housing, and the Cascade purchase agreement
  • A proprietary varieties agreement
  • A related-party cooperation agreement covering access and irrigation easements and a lot line adjustment and land swap for the shop and receiving area
• Related parties include:
  • Gebbers family members
  • Apple House Warehouse & Storage, Inc. and Apple House Packing & Storage, Inc. (Apple House)
  • Cascade Holdings Group, LP (Cascade)
  • Alta Fresh dba Chelan Fresh Marketing, LLC (CFM)
  • Their affiliates
  • The sellers' officers, directors and equity holders
• The buyer must use commercially reasonable efforts to obtain releases at closing of Gebbers family guarantees of seller debt to Prudential or BMO, without having to pay any consideration. Three continuing BMO guaranties are excluded: those secured by the Hunt Ranch and Asmussen, MC-Guelich and Gamble Lumber parking lot properties.

Assets Being Sold

• Substantially all of the sellers' assets are sold as is, where is, and the sellers' representations expire at closing. The acquired assets include:
  • Owned land, land leased under assumed contracts, mineral rights and improvements, including storage facilities, irrigation and frost-protection equipment, wind machines, and trees and other plantings
  • Water rights, water-sharing and delivery agreements, and irrigation permits and easements
  • Machinery, equipment (including bins, totes and lugs), vehicles, rolling stock, and packing and storage facilities
  • The entire 2026 crop of apples and pears, whether or not the underlying lease is assumed, with its proceeds and receivables
  • Crop production, yield, revenue and insurance histories and the crop insurance policies relating to the acquired assets, with seller cooperation on successor crop insurance, FSA and NRCS records, and organic certifications
  • Equity interests in non-seller entities, including the sellers' interest in CFM, subject to the buyer's right to exclude any of them
  • Intellectual property and proprietary variety rights, including the SugarBee, LucyGlo, LucyRose, Rockit, Red Flesh and Prem96 varieties
  • All avoidance actions and derivative estate claims other than the retained estate claims
  • The Happy Valley Property in Okanogan County

Excluded Assets

• BMO Retained Collateral: the 2025 crop and its inventory, receivables, crop insurance proceeds, government payments and other proceeds
• Retained estate claims, consisting of:
  • Chapter 5 avoidance claims on the transfers listed on Schedule 2.3(a)(i): July and August 2025 loan payments to Gebbers family members and family-owned entities. The schedule lists family-note loan payments (subtotal $1.9 million) and three separate $500,000 loan repayments (subtotal $1.5 million), for a stated total of $3.4 million.
  • All claims against Gebbers family members and their immediate families, and against Cascade, Apple House, CFM, Borton & Sons, Inc. and their affiliates or insiders
  • Claims against officers and directors, and the related insurance
  • Claims against court-approved estate professionals
• Excluded contracts, rejected equity interests, corporate records, tax refunds and attributes not tied to assumed taxes, and the sellers' rights under the APA
• Equipment owned by AmeriGas Propane, L.P. at the debtors' locations

Assumed and Excluded Liabilities

• Assumed: Obligations under assumed contracts first arising after closing, post-closing taxes (including post-closing secured taxes) and the Schedule A debt obligations. The buyer also takes the Happy Valley and North Cascades collateral subject to those lenders' liens.
• Excluded: All other liabilities, including:
  • Cure costs and other indebtedness
  • Liabilities from pre-closing operations, including environmental liabilities from pre-closing conditions
  • Employee wage, benefit, WARN Act and severance liabilities, and benefit plan obligations
  • Liabilities to equity holders and affiliates, and officer and director indemnification
  • Pre-closing taxes
• Taxes: Pre-closing secured taxes, including trust fund taxes, are paid in full from sale proceeds at or before closing. The sellers' tax schedule shows 2026 property taxes, including irrigation assessments, of $1.53 million. The $784,139.47 April 2026 installment is delinquent, and the $745,922.37 second installment is due in October 2026. The sellers pay transfer taxes and standard title premiums, and escrow fees are split equally. The buyer must continue the farm and agricultural land classifications under RCW 84.34 and bears any penalties if land is removed from them.
• Insurance: The sellers must bind and pay for six-year tail coverage on their D&O, employment practices, fiduciary and cyber policies. The cost is an excluded liability and may be paid from the cash portion at closing.

Executory Contracts and Cure Costs

• Cure: The debtors pay all cure costs from DIP loan proceeds before closing, and the buyer assumes none.
• Designation rights: Until two business days before closing, the buyer may add or remove contracts and exclude acquired equity interests, with no change in price. The final list of assumed contracts is to be attached at or immediately before closing. The debtors filed notices to counterparties of potentially assumed contracts on July 31 (Docket No. 314) and Aug. 17, 2026 (ECF No. 366).
• Disputes and consents:
  • A contract with an unresolved cure or adequate assurance objection may be conditionally assumed and assigned at closing. The buyer may later designate it an excluded asset if the objection is not resolved to its satisfaction; the debtors' consent is deemed given if the buyer assumes any resulting estate liabilities.
  • Where a required third-party consent is missing, closing still proceeds and the parties pursue the consent for up to six months.
  • Nontransferable permits, water rights and variety agreements get 12 months, at the buyer's cost, with interim licenses or pass-through arrangements in the meantime.
• Anti-assignment provisions are unenforceable, counterparties that received notice are deemed to consent, and the buyer's obligation to perform constitutes adequate assurance. Before closing, the sellers may not reject or let lapse any lease of land carrying an unharvested 2026 crop without the buyer's consent.
• Specific contracts: If the November 2021 AmeriGas propane agreement is assumed, AmeriGas keeps title to its equipment, which continues to service the locations; if the agreement is rejected, the debtors coordinate the equipment's return. The buyer may assume the electric utility services agreement with Nespelem Valley Electric Cooperative, Inc. or acquire the debtors' membership interests and patronage capital credits. Any such transfer is subject to the cooperative's bylaws, and its setoff and recoupment rights are preserved.

Employee Matters

• The sellers terminate all employees at closing. At least two weeks before closing, the buyer selects in its sole discretion which employees receive offers, with no minimum headcount, compensation or retention requirement. Hires are treated as new hires, and the sellers keep all wage, benefit and other employment liabilities. No seller is party to a collective bargaining agreement.
• H-2A workers: Employees on H-2A visas remain seller employees for the rest of their visa terms while working in the buyer's operation. The buyer funds their full wages, housing, transportation, meals and payroll taxes at least two business days before each pay date.

Closing Conditions

• The buyer's obligation to close is conditioned on, among other things:
  • An unstayed sale order that has become final, with finality waivable by the buyer
  • A confirmed plan that is in effect and not subject to appeal, on terms acceptable to the buyer
  • Resolution on acceptable terms of all objections to the APA and the plan, including Borton's
  • Release by Prudential and BMO of their liens on the acquired assets, other than liens securing assumed liabilities. BMO's release covers only the released collateral and takes effect on receipt of the $17.5 million allocation.
  • Executed assumed debt documents reflecting the Schedule A modifications
  • Repayment of the DIP loan in full in cash from the purchase price
  • Execution and concurrent closing of the ancillary agreements
  • The committee, Prudential and BMO settlements remaining in effect and closing concurrently, including the Prudential supplemental funding and payment of the BMO allocated amount, plus a court order approving the BMO settlement
  • Transfer of all CFM equity to the buyer under a confirmed CFM plan of reorganization, a condition waivable only with both sides' consent
  • Continuation of CFM's licenses, amended BHPO and CFM governing agreements, and the buyer's satisfaction with its diligence on CFM
  • A working capital facility acceptable to the buyer, although failure of this condition neither returns the deposit nor excuses the buyer's obligation to close
  • No material adverse effect, and no material change against the sellers' forecasts in the marketability of the 2026 cherry, pear or apple crops, including quality, grade, condition and expected pricing
  • Permit transfers or interim operating arrangements, and an irrevocable title commitment
  • Regulatory approvals (including HSR) and material third-party consents
  • No assignment of 2026 crop insurance indemnity
• The sellers' obligation to close is conditioned on:
  • Accuracy of the buyer's representations and performance of its covenants
  • No pending action seeking to restrain the sale or recover damages over it, and receipt of regulatory approvals
  • An unstayed sale order
  • A plan confirmed by final order and effective at closing, waivable only by the sellers' representative
• Structure: The sale order permits the debtors and the buyer to implement all or part of the transaction through the plan, with no change in price. This includes transferring the equity of any debtor other than BHPO to the buyer or its designee. The APA's corresponding buyer election extends to the equity of any seller. That election takes effect only if the sale order or confirmation order expressly provides for it, and it may not impair BMO's liens on its retained collateral or the BMO allocated amount. The buyer may also designate affiliates to take title to specified assets on three business days' notice.

Termination and Remedies

• Outside Date: Nov. 1, 2026. After that date, either party may terminate unless its own material breach was the principal cause of the delay. A pending specific performance action extends the outside date for the length of the action plus 20 business days.
• Buyer termination rights:
  • Failure of a buyer closing condition
  • Seller breach not cured within five business days
  • A casualty or condemnation net loss of $10 million or more
  • A plan, disclosure statement or committee settlement not reasonably acceptable to the buyer
  • Denial, vacatur, modification or appeal of the bid procedures, sale or expense reimbursement orders
  • Dismissal or conversion of any case
  • Diligence outs during the general diligence period, which ended July 24, 2026, and during the specified diligence period for title, survey, Phase I, irrigation and appraisal items, which runs through the later of Sept. 30, 2026 and 15 business days after delivery of each item
  • A documentation out, exercisable through Sept. 30, 2026, if despite good-faith negotiation the buyer had not agreed definitive assumed debt documents or ancillary agreements, or had neither agreed a BMO lien release nor made a cash offer for BMO's senior-lien collateral
• Seller termination rights:
  • Buyer breach not cured within five business days
  • Impossibility of a seller closing condition
  • The buyer's failure to confirm its financing by July 31, 2026
  • The buyer's failure to deliver the cash portion at closing
• Casualty: If the net loss is under $10 million, the deal proceeds to closing with the price reduced by the amount above $5 million and the casualty proceeds assigned to the buyer. At $10 million or more, the buyer may either terminate and recover its deposit or close at full price with the proceeds. Crop yield and marketability are addressed solely through the marketability condition.
• Buyer remedies: Return of the deposit in the cases listed above, the break-up fee and expense reimbursement, and, after entry of the sale order, specific performance without posting a bond.
• Seller remedies: The deposit as liquidated damages and the sellers' sole remedy, or alternatively specific performance without posting a bond, but not both. If the buyer's financing is a commitment letter, the buyer's only obligation is to call the funding within two business days of the sellers' notice once all conditions are met. The sellers have no right to enforce the commitment letter.

Key Dates

• Petition Date: June 4, 2026
• Interim DIP Order: June 10, 2026 (ECF No. 71)
• Sale Motion Filed: June 12, 2026 (ECF No. 94)
• Term Sheet: June 16, 2026
• Bid Procedures Order and Final DIP Order: July 9, 2026 (ECF Nos. 241 and 240)
• Original APA: July 15, 2026
• General Diligence Period Ended: July 24, 2026
• Buyer Financing Confirmation Deadline: July 31, 2026
• Stalking Horse Designation Order and Escrow Agreement: Aug. 5, 2026 (ECF No. 347)
• Bid Deadline: Aug. 27, 2026
• Auction: Canceled (ECF No. 391)
• Happy Valley Term Sheet: Aug. 31, 2026
• Revised APA Filed: Sept. 4, 2026
• Committee Adversary Proceeding Against BMO Filed: Sept. 10, 2026
• Committee Objection: Sept. 14, 2026 (ECF No. 432)
• First Amendment to Final DIP Order: Sept. 18, 2026 (ECF No. 448)
• Executed Amended APA Filed: Sept. 24, 2026
• Plan Approved for Solicitation: Sept. 29, 2026 (Docket No. 470)
• Buyer Documentation Termination Deadline: Sept. 30, 2026
• Amended and Restated APA: Oct. 7, 2026
• BMO Allocation Agreement Deadline: Oct. 12, 2026, extendable by agreement
• Sale Order Entered: Oct. 13, 2026
• Target Closing: Oct. 30, 2026
• Outside Date: Nov. 1, 2026
• Committee Settlement Confirmation Target: Nov. 6, 2026
• Committee Settlement Withdrawal and Fee-Cap Deadline: Nov. 13, 2026

Sale Order Protections and Other Provisions

• Free and clear: The assets transfer free and clear of liens, claims and interests other than permitted exceptions and liens securing the assumed debt. Displaced liens attach to net proceeds in their existing priority. The BMO Retained Collateral is carved out entirely, and BMO's liens on it do not attach to sale proceeds. The Happy Valley and North Cascades liens remain in place on their collateral.
• Successor liability: The buyer is not a successor to the debtors and takes no liability for pre-closing operations under any theory, including WARN Act and CERCLA liability. Claimants are permanently enjoined from pursuing the buyer or the assets.
• Good faith: The court found the buyer a good-faith purchaser entitled to section 363(m) protection. It also found that the term sheet and APA transactions form an integrated transaction, with each component protected by 363(m).
• Wilbur-Ellis: Wilbur-Ellis has pending litigation in Okanogan County against John William Cascade Gebbers. Those claims are not estate property and are not affected by the sale order.
• The sale order governs over the APA in any conflict, material amendments to the APA require a further court order, and the order's provisions are non-severable.