Broadway Realty I - Chapter 11 APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Sellers: Broadway Realty I Co., LLC and its debtor affiliates (collectively, the "Debtors").
• Purchaser: Summit Gold, Inc. ("Summit"), or its affiliates, as the Stalking Horse Bidder.
• Broker: Eastdil Secured is the sole broker dealing with the Premises and Transactions.

Assets Being Sold

• Pursuant to the Stalking Horse Agreement, Summit is purchasing all of the Debtors' real properties ("Premises") and certain other assets, including:
  • Real Property: Land, buildings, improvements, easements, rights of way, and air or development rights.
  • Tangible Property: Fixtures, FF&E (furniture, fixtures, and equipment), machinery, tools, and construction materials, subject to ordinary course depletion.
  • Intangibles & Contracts: All Leases and security deposits, transferable licenses, permits, warranties, architectural/engineering plans, and Assumed Contracts.
• Any asset, right, or interest not expressly listed in the Agreement is excluded and remains the property of the Sellers.

Stalking Horse Bid

• The Purchase Price is set at $451.3 million, subject to a financing contingency:
  • If Flagstar does not commit to finance the Purchase Price on specified terms by Dec. 26, 2025, the Purchase Price decreases to $420.07 million.
  • If Flagstar provides the committed financing by the deadline, the Purchase Price remains $451.3 million.

Good Faith Deposit

• The Purchaser is required to fund the Deposit in three potential tranches:
  • Initial Deposit: $10 million, paid in connection with the submission of a Qualified Bid.
  • Supplemental Deposit: An amount sufficient to bring the aggregate deposit to 10% of the Purchase Price, payable within two business days of Summit being selected as the Stalking Horse Bidder or winning bidder.
  • Second Supplemental Deposit: If Purchaser receives an offer for the Flagstar Committed Financing, an additional amount bringing the aggregate deposit to 25% of the Purchase Price, payable within three business days after entry of the Approval Order.
• The deposits are generally non-refundable except as expressly provided in the Agreement.

Bid Protections

• Break-Up Fee: 2.0% of the Purchase Price.
• The Break-Up Fee is payable if the Debtors select a competing bid or proceed with an alternative transaction (under section 363 or 1129 of the Bankruptcy Code) that constitutes a competing bid, provided Summit has not materially breached the Agreement.

Assumption and Assignment

• Leases & Contracts: The Stalking Horse Bid contemplates the assumption of all existing tenant leases. The Purchaser must designate other Assumed Contracts via written notice at least 21 days prior to Closing.
• Union Contract: At Closing, the Purchaser is obligated to assume, adopt, and accept the Union Contract, including obligations to employee benefit plans.
• Cure Costs:
  • The Purchaser is responsible for paying Cure Costs up to a cap of $500,000 (the "Cure Costs Cap").
  • The Sellers retain liability for any Cure Costs in excess of the Cure Costs Cap.

Auction Details

• Location: The Auction will be conducted at the offices of Weil, Gotshal & Manges LLP in New York, NY.
• Back-Up Bidder: If Summit is not the winning bidder but submits the second highest/best bid, it agrees to serve as the Back-Up Bidder. Summit is obligated to consummate the transaction if the Sellers terminate the agreement with the winning bidder.
• Contact: Interested parties should contact the Debtors' real estate advisor, Eastdil Secured (Attn: Daniel Parker).

Sale Free and Clear & Successor Liability

• The assets will be transferred free and clear of all liens, claims, encumbrances, and successor liability to the maximum extent permitted under Section 363 of the Bankruptcy Code, subject only to Permitted Encumbrances.
• Any encumbrances will attach to the net proceeds of the sale in order of priority.

Post-Closing Arrangements

• Property Management: The Purchaser will arrange for property management by either retaining the Existing Manager or engaging a New Manager. The Sellers agree to reasonably cooperate with the transition.
• Misdirected Items: The parties agree to promptly remit any misdirected mail, packages, invoices, or funds relating to the other party's assets or obligations post-closing.

Key Dates

• Auction (if necessary): Jan. 8, 2026, at 10:00 a.m. ET
• Sale Objection Deadline: Jan. 11, 2026, at 5:00 p.m. ET
• Confirmation/Sale Hearing: Jan. 15, 2026, at 10:00 a.m. ET (before the Hon. David S. Jones)
• Closing Date: 30 days after entry of the Approval Order.
  • The Purchaser has the right to extend the Closing Date for up to an additional 60 days upon written notice delivered at least three business days prior to the scheduled Closing.