Cerca Trova Restaurant Group Holdings - Chapter 11 Bidding Procedures / APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Stalking Horse Bid

• Under the asset purchase agreement dated Nov. 1, 2026, Outback Steakhouse of Florida, LLC would acquire the debtors' Outback Steakhouse restaurant assets for:
  • $26.3 million in cash, plus any amount by which $6.1 million exceeds the Specified Liabilities the buyer assumes at closing. The Specified Liabilities are the capped named-vendor claims, unpaid property taxes and percentage rent described below. If assumed Specified Liabilities equal or exceed $6.1 million, the top-up is zero;
  • The assumption of the assumed liabilities described below; and
  • The payment of cure costs on assigned contracts, subject to the caps and carve-outs described below.
• At closing, everything owed under the buyer's proposed DIP loan is credited dollar-for-dollar against the cash price, in full repayment of that loan. The buyer pays the remaining cash net of its deposit. Apart from the prorations and payments the APA specifies, the price is not subject to any adjustment, holdback, escrow or offset.
• $1.3 million of the cash price is earmarked for the sellers' accrued but unpaid employee severance, bonuses, paid time off and other compensation through closing. This includes up to $100,000 of severance for scheduled employees who stay with the sellers through closing and are not hired by the buyer.
  • The sellers must hold the money in a segregated account, give the buyer a schedule of its use and return any unused portion to the buyer within 90 days after closing.
  • Neither the estates nor the prepetition lenders have any right to it, and the prepetition agent has consented to this.
• The bid has no financing or diligence contingency and is deemed a qualified bid. The buyer represents that it has enough cash on hand to pay the cash price and all cure costs.

Parties and Relationships

• Buyer: Outback Steakhouse of Florida, LLC, an affiliate of Bloomin' Brands, Inc. It is the franchisor of all 61 restaurants and a significant creditor of the debtors, including under the Amended and Restated Deferred Payment Agreement. Through affiliates it is also landlord or sublandlord of certain restaurants. It is the debtors' proposed DIP lender, under a facility for which approval is sought in a concurrently filed motion.
• Sellers: Cerca Trova Restaurant Group Holdings, Inc. and its affiliated debtors.
• Prepetition secured lenders: Goldman Sachs Specialty Lending Group, L.P. is administrative and collateral agent under the debtors' credit and guaranty agreement dated April 25, 2017. It holds liens on substantially all of the debtors' assets for the lenders, and the revolving credit facility is fully drawn.
• Investment banker: Brookwood Associates, L.L.C. Its fees are an excluded liability, payable from sale proceeds under court order.
• The debtors say they do not believe the buyer is an insider, for these reasons:
  • It holds no equity and has no board representative.
  • There is no common identity of directors, officers or controlling equity holders.
  • The debtors' board oversaw the negotiations, and each side had separate counsel.
  • The franchisor's contractual approval rights give it no control over management or the sale process.
• The buyer represents that it has no agreement with any other bidder to control the price or the conduct of the auction.

Background and Marketing Process

• The debtors operate 61 Outback Steakhouse restaurants in Arizona, California, Colorado, Nevada and New Mexico as franchisees under a master franchise agreement dated April 25, 2017. They filed Chapter 11 in Delaware on Nov. 2, 2026, citing severe liquidity constraints, declining guest traffic, rising labor and occupancy costs, and secured debt the business can no longer support. The sale motion was filed the same day, and the bidding procedures order it seeks is proposed and has not been entered.
• The debtors have tried to sell the business for years.
  • Sale processes run with North Point Advisors in 2018 and Piper Sandler & Co. in 2022 produced no transaction.
  • In 2025, extended negotiations with a prospective purchaser over an out-of-court sale of substantially all assets ended without a definitive agreement as financial performance kept declining.
  • The debtors say they lack the liquidity to operate for an extended period and have no source of financing for a standalone reorganization.
• Brookwood was engaged on June 29, 2026. Beginning the week of Aug. 17, 2026, it contacted 177 potential strategic and financial buyers. Twenty signed confidentiality agreements and received a confidential information memorandum and data room access.
  • Three letters of intent came in, one from Bloomin'. The debtors and Brookwood judged both third-party letters inferior: each offered less cash, assumed fewer cure costs and other liabilities, carried diligence, financing or other contingencies, and required substantially greater bid protections.
  • Parties that declined cited broader casual dining trends, the restaurants' concentration in California, soft unit economics, deferred maintenance capital expenditures, underperforming locations and limited ability to scale within the Outback system.
• Negotiations improved Bloomin's initial proposal, and Cerca Trova Restaurant Group Holdings and Bloomin' signed a letter of intent on Oct. 2, 2026. The APA followed on Nov. 1. Brookwood will keep marketing the assets through the bid deadline.

Assets Being Sold

• Under the APA, the buyer acquires substantially all assets used to operate the restaurants on the APA's store schedule, including:
  • Inventory, furniture, fixtures and equipment, assigned contracts and store petty cash;
  • Intellectual property and social media accounts, and books and records relating exclusively to the business;
  • Back-office IT and front-of-house technology such as Ziosk tabletop devices;
  • Permits, including liquor licenses to the extent transferable;
  • Deposits, including security deposits held by landlords, the franchisor and utilities but excluding adequate assurance utility deposits; and
  • Transferable bonds, prepayments, vendor rebates and goodwill.
• Avoidance actions: the buyer acquires Chapter 5 avoidance actions against itself and against scheduled parties, which the debtors expect to include the store landlords and certain key vendors. It may not pursue these actions except as needed to enforce its rights in the acquired assets. All other avoidance actions and estate causes of action stay with the estates, including claims against current and former directors, officers and insiders.
• Excluded assets include:
  • All cash other than store petty cash, accounts receivable and other rights to payment arising through closing, bank accounts, and the buyer's deposit;
  • D&O and other insurance policies, tax refunds and attributes, and contracts that are not assigned;
  • Employee benefit plans, equity interests and corporate headquarters assets; and
  • The Suspended Stores: scheduled locations where the sellers may suspend rent and operations before or after the petition date, and which the parties have already agreed will close.
• Before closing, the buyer may remove any asset or contract, including a store lease, without reducing the cash price. The sellers may also close other stores in good faith before closing on notice to the buyer. In that case the cash price is reduced by an amount the parties agree, and the buyer and franchisor reserve their rights.
• If acquired assets are destroyed or condemned before closing, the buyer may either close at the full price and take the sellers' related third-party recoveries, or exclude the affected assets and close on the rest at a price reduced by an amount the parties agree, with the sellers keeping the recoveries on the excluded assets.
• The debtors say no consumer privacy ombudsman is needed, for three reasons: they hold no customer personally identifiable information; the gift card, loyalty and online ordering programs are run by the franchisor; and under the master franchise agreement, customer data belongs to the franchisor.
• The buyer must preserve the books and records for three years after closing and give the estates reasonable access.

Assumed and Excluded Liabilities

• Under the APA, the buyer assumes:
  • Cure costs, except (i) cure costs on Specified Liabilities above their caps, (ii) for store leases, any cure costs other than the unpaid property tax and percentage rent components within their caps, and (iii) cure costs relating to the Suspended Stores;
  • Liabilities to the scheduled named vendors, up to $4.5 million;
  • Accrued but unpaid property taxes on the stores, up to $1 million;
  • Accrued but unpaid percentage rent under assigned real property leases, up to $600,000;
  • All customer program liabilities, whether they arose before or after the petition date, including gift cards, gift certificates, loyalty balances and customer deposits; and
  • Post-closing obligations under assigned contracts and from operating the acquired assets, post-closing taxes, and 50% of transfer taxes.
• The buyer is not assuming the sellers' obligations to buy out the interests of certain managing partners and area operations directors. It will nonetheless pay the related promissory notes owed to those who become its employees, and none of those buyout obligations will be payable by the estates.
• All other liabilities stay with the sellers, including:
  • Liabilities under contracts that are not assigned;
  • Employee benefit plans, collective bargaining agreements and withdrawal liability;
  • The sellers' taxes, other than those noted above;
  • Accrued professional fees and Brookwood's fees;
  • All accrued employee amounts, including the $1.3 million earmarked pool, which is funded from the price rather than assumed; and
  • Liabilities arising out of the bankruptcy case.

Use of Proceeds and Lender Consent

• Net cash floor: $15 million. The prepetition agent's consent to the sale, and to releasing liens on the acquired assets (but not on the proceeds), depends on the agent and lenders receiving at least $15 million in net cash proceeds at closing. That figure is measured after funding any wind-down reserve and after any agreement on post-closing use of cash collateral, and is applied indefeasibly to the prepetition facility.
• The agent's agreement is a buyer closing condition. The motion describes the agent as expected to consent, while the proposed bidding procedures order recites that it has already consented on these terms.
• Apart from the $1.3 million employee earmark, net cash proceeds will be distributed under the DIP order and the sale order, and liens attach to proceeds with the same validity, extent and priority.
• Both sides' obligation to close requires a wind-down budget agreed by the sellers, the buyer and the agent, including a wind-down reserve funded from sale proceeds. Payments by the buyer under a transition services agreement are to fund part of that budget; those terms are still being negotiated.
• Any APA amendment that reduces cash proceeds to the prepetition lenders, or is otherwise materially adverse to the sellers or lenders, needs the agent's prior written consent. Any amendment affecting the amount or conditions of the break-up fee is deemed materially adverse, and the agent is an express third-party beneficiary for enforcing these consent rights.

Credit Bid

• The prepetition agent and lenders have agreed not to credit bid at the auction, provided that:
  • The buyer is not in breach;
  • The APA remains in full force; and
  • Neither the APA nor any related agreement has been amended in a way that reduces the cash price or is materially adverse to the debtors, the agent or the lenders.
• The agent may credit bid only to assign that credit bid to the stalking horse if the stalking horse wins. The assignment is without recourse and in exchange for cash payment of the purchase price.
• The stalking horse, as DIP lender, may credit bid the DIP obligations at the auction.
• Unless the prepetition agent consents, any non-cash consideration in a competing bid may consist only of freely tradeable public securities.

Bid Protections

• Break-Up Fee: $790,000, about 3% of the $26.3 million base cash price. The debtors say the buyer required the fee as a condition of serving as stalking horse.
• Expense Reimbursement: None. No other bidder is entitled to any fee or reimbursement.
• Trigger: the fee is payable only if an Alternative Transaction closes, and only in one of two cases:
  • The transaction is with the successful bidder or a back-up bidder selected at the auction; or
  • It closes within one year after the debtors terminate the APA because they chose another bidder, obtained court approval of or signed an alternative deal, or exercised their fiduciary out.
  It is paid once, solely from that transaction's cash proceeds, concurrently with and as a condition of its closing.
• An Alternative Transaction is any transaction, other than the stalking horse sale, by which the sellers sell, transfer, lease or otherwise dispose of all or a material portion of the acquired assets, or of the equity of the sellers or any reorganized successor, to anyone other than the buyer. It can take the form of a section 363 sale, a Chapter 11 plan, a foreclosure or credit bid, a standalone restructuring or otherwise.
• Priority: the fee is an unsecured allowed administrative expense under sections 503(b) and 507(a)(2), with priority over all other administrative expenses. The proposed order makes it subject to the DIP order, including its professional-fee carve-out; the APA subordinates it only to the carve-out.
  • The APA requires any DIP or cash collateral order to permit payment at an alternative closing.
  • The prepetition agent and the DIP lender have consented to payment from alternative transaction proceeds.
• The fee is not payable if:
  • The debtors terminate for the buyer's uncured breach, the buyer's failure to close, a franchisor right-of-first-refusal assertion, a franchise termination or unreasonable denial of franchisee approval, or the buyer's failure to fund required DIP advances;
  • The buyer is the successful bidder; or
  • The buyer fails to participate in the auction, withdraws or reduces its bid, or fails to comply with the procedures.
• The fee plus the return of the deposit is the buyer's sole remedy for an Alternative Transaction, and the buyer waives damages, restitution and substantial contribution claims. The exception: if the alternative purchaser will not operate the restaurants as Outback Steakhouses, the buyer reserves its claims for amounts owed under the franchise agreements.

Good Faith Deposit

• Stalking Horse Deposit: $2.63 million, due within two business days after the later of entry of the bidding procedures order and the APA date. It is held in a segregated account and credited against the cash price at closing.
• Other Bidders: 10% of the cash portion of the purchase price, held in a segregated account or escrow, and not estate property until released.
  • If a bid's price rises, the deposit automatically resets to 10% of the new cash price, and the bidder must top it up within one business day.
  • The debtors may require payment of the full deposit as a condition of auction participation.
• Return timing:
  • Losing qualified bidders get their deposits back five business days after the auction.
  • Bidders found not qualified get theirs back within five business days after that determination.
  • A third-party back-up bidder gets its deposit back within five business days after the earlier of the end of its back-up period and the closing of the successful bid.
• If a successful bidder other than the stalking horse fails to close because of its own breach, the debtors may keep its deposit as damages while preserving all other remedies against it, and may close with the back-up bidder without a further hearing or court order.

Bid Requirements

• Bids may cover all of the assets or any restaurant or group of restaurants. A partial bid counts only if, alone or combined with other bids for non-overlapping assets, it meets the minimum bid requirement.
• To participate, a potential bidder must deliver a confidentiality agreement, evidence of bona fide interest, preliminary proof of financial capacity, and disclosure of any joint-bid partners. Due diligence will be commensurate with what the stalking horse received, except that the debtors may withhold business-sensitive material from competitors. Diligence ends at the bid deadline.
• Under the proposed bidding procedures, a qualified bid must, among other things:
  • Identify each restaurant by store number and location, each contract to be assumed, and the liabilities to be assumed, including cure costs, customer programs, unpaid property tax, percentage rent, named vendor and employee obligations;
  • Allocate the price by restaurant, and state whether the bid is conditioned on acquiring all of the assets it identifies;
  • State the total consideration and how far the bidder will pay or assume the stalking horse's liability categories;
  • Say whether it earmarks an amount comparable to the $1.3 million employee pool, and whether the avoidance actions the stalking horse would acquire will instead be acquired, released or retained by the estates;
  • Include an executed APA with redlines against the stalking horse APA and the proposed sale order, with closing conditions no less favorable than the stalking horse's. Non-economic changes are presumed to have zero value unless shown to provide material economic benefit;
  • Carry no financing, internal approval or diligence contingency;
  • Identify every franchise, landlord and regulatory approval needed, with timing and risk, and specify the tax structure and any incremental tax liability to the debtors;
  • Commit to close within 15 days after entry of the sale order, and in any event by Jan. 4, 2027 (or a later date the prepetition agent agrees to in writing) and the outside date;
  • Stay irrevocable until two business days after entry of the sale order. A winning or back-up bid stays irrevocable until the earlier of closing and the outside date. Every bidder must also commit to serve as back-up bidder;
  • Provide unconditional financing evidence and adequate assurance information, including restaurant operating experience, under sections 365(f)(2)(B) and, where applicable, 365(b)(3);
  • Describe how the bidder will treat restaurant-level employees, managing partners and area operations directors, its plan and timeline for liquor licenses and permits, and any transition services it needs, at its own cost;
  • Include evidence of board or equivalent authorization, submit to the court's exclusive jurisdiction with a jury-trial waiver, and acknowledge that the bidder is buying as is, in reliance only on its own diligence; and
  • Disclaim any break-up fee, expense reimbursement or substantial contribution claim; disclose every participant and financial backer; disclose any connection with the debtors, their insiders, the franchisor, the stalking horse, the prepetition agent or any prepetition lender; and certify that it has not colluded.
• Franchisor approval: a bid that contemplates running any restaurant as an Outback Steakhouse must include evidence that the franchisor has approved the bidder as a franchisee; without it, the bid is not qualified. Under the APA:
  • Approval may not be unreasonably withheld, conditioned or delayed.
  • It must apply the standards the franchisor uses generally for new franchisees, which will be provided within 14 days after the APA date and posted to the data room.
  • The decision must be delivered in writing within five business days after the bidder's request, and in any event before the bid deadline; if the bidder has not supplied information the franchisor reasonably requires, the franchisor must say what is missing and decide as soon as reasonably practicable after receiving it.

Minimum Bid and Overbid

• Minimum Bid: total bid value must exceed the stalking horse purchase price by at least the $790,000 break-up fee plus $250,000.
  • For this test, the stalking horse price is deemed to be no less than $26.3 million plus the debtors' good-faith estimate of the cash top-up, which the debtors will give bidders in writing before the bid deadline.
  • The cash component must separately exceed that estimated cash price by the same margin.
  • In applying the test, the debtors may count the value of any waiver or release of claims against the debtors that comes with the stalking horse bid.
• Minimum Overbid Increment: $250,000 in cash value.

Auction and Bid Evaluation

• If at least one qualified bid besides the stalking horse's arrives, the auction will be held Dec. 11, 2026, at 10 a.m. PT at KTBS Law LLP's Los Angeles offices or by video conference.
• If no other qualified bid arrives, the stalking horse is the successful bidder. The debtors will file a notice canceling the auction within one business day after the bid deadline and seek approval at the sale hearing.
• How the auction runs:
  • The debtors will designate qualified bids by Dec. 9, 2026, and share them with the qualified bidders.
  • Bidding starts from the baseline bid, is conducted openly, and is transcribed or recorded.
  • Each participant must confirm on the record that it has not colluded.
  • The stalking horse may participate and overbid in all circumstances.
• Evaluation factors include:
  • Total consideration and its cash component;
  • The restaurants and contracts covered;
  • The lease, customer program, vendor and employee liabilities assumed, and the resulting reduction of claims;
  • The break-up fee;
  • The likelihood and timing of closing, including franchise, regulatory and alcoholic beverage approvals;
  • Treatment of employees; and
  • The value of any waiver or release of claims against the estates.
  The debtors may update their estimates of Specified Liabilities, cure costs and other assumed liabilities, applying them consistently to all bids after consulting the stalking horse.
• The consultation parties are the prepetition agent, any DIP lender not affiliated with the stalking horse, and any official committee. Consultation rights carry no veto.
  • The stalking horse and its affiliates are excluded in every capacity, including as franchisor and DIP lender.
  • A consultation party that bids loses that status while it remains a bidder.
• Without the stalking horse's consent, the debtors may not change the procedures in ways adverse to it, including the bid protections, the minimum bid, the initial overbid increment or its right to participate. Extending deadlines or adjourning the auction or sale hearing does not need its consent.

Successful Bid and Back-Up Bid

• The auction continues until the debtors select a successful bid and a next-best back-up bid, and they will file a notice within one business day after the auction. They may name separate winning and back-up bids for non-overlapping groups of assets.
• A third-party back-up bid stays open until the earlier of the successful bid's closing and the outside date. If the successful bidder fails to close, the debtors may, after consultation, close with the back-up bidder without a further court order.
• If the stalking horse is the back-up bidder:
  • The APA stays in effect, and the sellers keep its deposit, until the earlier of the alternative deal closing and 30 days after entry of the order approving it; if the alternative deal has not closed by then, the APA stays in effect for five more days.
  • Within those five days, the sellers may deliver a back-up closing notice, and the buyer must then close on APA terms within 20 business days.
  • If no notice is delivered, the buyer may terminate.

Franchise Agreements

• The franchise agreements will not be assigned. At closing they are terminated as to the sellers and the stores with no cure payment. They consist of:
  • The master franchise agreement, its restaurant addenda and the development agreement; and
  • Related amendments, forbearance and resolution agreements, including the Amended and Restated Holistic Resolution Agreement dated Dec. 31, 2023, and the Amended and Restated Deferred Payment Agreement.
• The franchisor parties are the buyer, OSI Restaurant Partners, LLC, Bloomin' Brands Gift Card Services, LLC, New Private Restaurant Properties, LLC, and any other buyer affiliate that contracts with or holds a claim against the sellers. They agree to:
  • Consent to the sale, and to any Alternative Transaction with a bidder approved as a franchisee;
  • Waive any right of first refusal, including under sections 13.4 and 13.5 of the master franchise agreement, and any other consent or preemptive right that would apply to the sale or an Alternative Transaction;
  • Hold off on remedies and termination until the earlier of closing and APA termination. This lasts as long as the sellers keep paying postpetition franchise fees (Suspended Stores excepted) and are not otherwise in material breach; the bankruptcy and nonpayment of prepetition amounts do not count as breaches; and
  • At closing, waive any cure costs owed to them and release the sellers, their estates and non-debtor Cerca Trova Restaurant Group, Inc. from all claims, including under the franchise agreements, the holistic resolution agreement and the deferred payment agreement.
• The franchisor keeps its franchisee-approval right over an alternative buyer that will operate the restaurants as Outback Steakhouses. If an alternative buyer will use the assets for another purpose, the franchisor reserves all rights under the franchise agreements and applicable law, subject to its right-of-first-refusal waiver.
• Under the proposed bidding procedures order, the automatic stay is not modified as to the franchise agreements. The franchisor may not terminate them or exercise remedies except as the APA permits or on further court order.
• After closing, the buyer will run the stores as company-operated restaurants or under whatever arrangement with the franchisor it chooses.

Assumption and Assignment

• The buyer designates assigned contracts no later than three business days before closing and may remove any contract before closing without a price reduction.
  • For up to 60 days after closing, it may designate additional contracts that have not been rejected, reimbursing the sellers' post-closing costs under them.
  • The buyer alone is responsible for demonstrating adequate assurance of future performance.
• For store leases, the buyer pays only the unpaid property tax and percentage rent parts of the cure, within their caps. The sellers may close a store rather than pay the rest of that lease's cure.
• If the court refuses an assignment, or a cure comes in above the sellers' estimate, the price is not reduced and the buyer has no claim.
• Disputed cures:
  • The buyer pays all post-closing amounts, including rent, and funds a reserve for the counterparty's asserted cure.
  • It may drop the contract only if the finally determined cure exceeds the sellers' scheduled estimate by more than 10%.
  • It pays a determined cure within seven days after the contract is assumed and assigned.
• Cure amounts that are not timely objected to are binding. Adequate assurance objections to a successful bidder other than the stalking horse are due at the sale hearing.

Employees, Customer Programs and Liquor Licenses

• Employees: subject to its normal hiring practices, including background checks, the buyer will offer jobs to substantially all store-level employees. It expects to make offers to certain managing partners, area operations directors and corporate employees.
  • The buyer is responsible for its own employment of these workers after closing but assumes no benefit plans, collective bargaining agreements, pension or retiree obligations, or accrued compensation.
  • No agreements with management or key employees have been finalized.
  • At the buyer's request, certain members of the sellers' management may provide transition services on a consulting basis, at the buyer's cost.
• Customer Programs: at each acquired store, the buyer will honor all gift cards, gift certificates, loyalty balances, promotional certificates and customer deposits for at least their remaining stated term. Where no term is stated, it will honor them for 12 months after closing. This is subject to franchisor requirements, with no price adjustment. The sale order is to confirm that the sale does not impair holders' right to redeem at acquired stores.
• Liquor Licenses: the buyer seeks license approvals at its own cost.
  • Pending approval, and where the law allows, the sellers will enter interim management agreements for up to 120 days after closing, at the buyer's cost and with indemnity and insurance for the sellers.
  • Approvals are not a closing condition. A failure to obtain them gives the buyer no price reduction or termination right unless it results from the sellers' undisclosed violations or other acts or omissions.
  • No part of the price is allocated to the licenses. The buyer funds any statutory escrow, such as one under California Business and Professions Code section 24074, on top of the cash price.

Releases

• The APA provides for mutual releases effective at closing, covering claims relating to the acquired assets, assumed liabilities, business, APA, sale or franchise agreements. Claims under express post-closing covenants are excluded, and each side waives California Civil Code section 1542. The releases run as follows:
  • The buyer and its affiliates release the sellers, their estates and affiliates, and their current and former directors, officers, employees and representatives; and
  • Each seller, for itself and its estate, releases the buyer, its affiliates and their representatives.
• The debtors specifically highlight that the estates release the buyer and its affiliates, including from claims relating to the franchise agreements.
• Separately, the franchisor parties release the sellers, their estates and Cerca Trova Restaurant Group, Inc. A mutual release agreement between the prepetition lenders and the buyer is a closing condition for both sides.

Closing Conditions

• Buyer's conditions:
  • Entry of the bidding procedures and sale orders, not stayed and satisfactory to the buyer in its reasonable discretion;
  • Accuracy of representations: certain core representations in all material respects, the rest subject to a standard of material impairment of store operations;
  • Performance of covenants;
  • The prepetition agent's consent subject to the $15 million floor, and its agreement not to credit bid;
  • The lenders' execution of the mutual release; and
  • A wind-down budget acceptable to the buyer.
• Sellers' conditions:
  • Accuracy of the buyer's representations and performance of its covenants;
  • The closing payments;
  • A court determination, or counterparty agreement, that adequate assurance has been provided;
  • The buyer's execution of the mutual release with the lenders; and
  • A wind-down budget acceptable to the sellers, including funding of the wind-down reserve.
• Neither liquor license approvals nor any franchisor consent is a closing condition. Closing occurs two business days after the conditions are satisfied or waived.
• Pending closing, the sellers must run the business in the ordinary course and may not sell or encumber acquired assets, amend or surrender leases or contracts, raise employee pay outside the ordinary course, enter material contracts or reduce insurance without the buyer's consent, which is deemed given if the buyer does not object within three business days. Store closures, suspended-store actions and anything required by the DIP budget or a court order are carved out, and deterioration caused by the bankruptcy is neither a breach nor a failed condition.

Outside Date, Termination and Remedies

• Outside Date: Jan. 31, 2027.
  • It extends automatically while governmental approvals are pending, the sale order is stayed pending appeal, cure or assignment objections remain unresolved, or a consumer privacy ombudsman's report is outstanding.
  • Extensions are capped at 90 days in total unless the parties and the prepetition agent consent, and the date can never move past five business days before the section 365(d)(4) lease-assumption deadline.
  • Neither side may terminate for missing the outside date while an extension is running or available.
• Milestones: the motion says the APA and DIP order milestones require a bid deadline no later than Dec. 8, 2026, and closing by Jan. 4, 2027. The APA also requires a bid deadline within 45 days after the petition date, an auction within three days after the bid deadline, and a sale hearing within three business days after the auction (or four business days after the bid deadline if no auction is held).
• The sellers may terminate for:
  • The buyer's material breach left uncured for 10 business days, or two business days for a missed payment;
  • The buyer's failure to close;
  • Selecting, obtaining court approval of, or signing an Alternative Transaction;
  • The exercise of their fiduciary duties;
  • Denial of the sale or failure to enter the sale order by the outside date, or dismissal, conversion, or appointment of a trustee or an examiner with expanded powers;
  • Missing the outside date, unless the sellers' own breach caused it;
  • A franchisor right-of-first-refusal assertion, a franchise termination other than for the sellers' uncured material breach, or an unreasonable denial of franchisee approval; or
  • The buyer's failure to make required DIP advances.
• The buyer may terminate for:
  • The sellers' uncured material breach or failure to close;
  • The sellers' failure to deliver a back-up closing notice;
  • Missing the outside date, unless the buyer's own breach caused it;
  • Dismissal, conversion, or appointment of a trustee or an examiner with expanded powers;
  • Court approval of an Alternative Transaction (but not while it is serving as back-up bidder), denial of the sale, or failure to enter the sale order by the outside date; or
  • The sellers' failure to pay required franchise fees, left uncured for five business days.
• Sellers' remedies: the sellers may keep the $2.63 million deposit when they terminate for the buyer's breach, the buyer's failure to close, a franchisor party's prohibited act, or a failure to fund DIP advances, but only if the termination results from the buyer's material breach or the franchisor party's conduct.
  • They may also recover all damages, including benefit-of-the-bargain damages measured by any shortfall in a later sale plus remarketing and carrying costs.
  • Damages are not capped at the deposit, which is credited against them. Punitive damages are excluded, and attorneys' fees are recoverable.
  • The buyer then gets no break-up fee.
• Buyer's remedies: on any other termination, including the sellers' failure to close, the deposit is returned within three business days without interest. The buyer's only other recourse is the break-up fee where it is payable; otherwise, both sides waive damages, rescission and administrative claims.

Key Dates

• Sale Notice Service: within two business days after entry of the bidding procedures order
• Cure Notice Service: within five business days after entry of the bidding procedures order
• Proposed Sale Order Filing: Nov. 24, 2026
• Sale Objection Deadline: Dec. 1, 2026, at 4 p.m. ET
• Cure and Assignment Objection Deadline: Dec. 7, 2026, at 4 p.m. ET
• Bid Deadline: Dec. 8, 2026, at 5 p.m. ET
• Successful Bidder Designee Adequate Assurance Deadline: Dec. 8, 2026
• Qualified Bid Determination: Dec. 9, 2026
• Auction (if necessary): Dec. 11, 2026, at 10 a.m. PT
• Notice of Successful Bidder: within one business day after the auction concludes
• Supplemental Objection Deadline (auction conduct, and the identity and adequate assurance of a successful bidder other than the stalking horse): at the sale hearing
• Sale Hearing: Dec. 15, 2026
• Milestone Closing Deadline: Jan. 4, 2027
• Outside Date: Jan. 31, 2027

Sale Order Protections

• The APA requires a sale order providing that:
  • The assets transfer free and clear of all encumbrances other than assumed liabilities and permitted encumbrances, with liens attaching to proceeds;
  • The buyer is not a successor and has no successor, transferee, de facto merger, alter ego or similar liability, including for employment, benefits, environmental, tax, product liability or bulk sales matters;
  • The buyer is a good-faith purchaser entitled to section 363(m) protection; and
  • Anti-assignment provisions are unenforceable and bulk sales laws do not apply.
• The assets are sold as is, where is. For the free-and-clear sale, the debtors rely on section 363(f)(2), through the prepetition agent's consent and the deemed consent of lienholders that do not object.