Corvias Campus Living - USG - Plan / RSA Terms

Plan Terms

Overview

• The plan incorporates a global resolution reached among the debtor, the Board of Regents of the University System of Georgia, or BOR, certain consenting noteholders and the Corvias Parties, the material terms of which were outlined in a term sheet dated Sept. 19, 2025.
• The agreement contemplates the sale of the debtor’s projects and related assets to the BOR in January 2026, following the fall 2025 semester. The transaction provides for the distribution of sale proceeds to noteholders, less a carve-out for the debtor’s estate, and includes mutual releases among the parties.
• If the plan’s effective date does not occur by Jan. 2, 2026, the BOR would fund all allowed administrative claims, including professional fees, accruing from that date until the new effective date, provided the key parties agree to an extension.

Plan Support and Conditions Precedent

• The plan is subject to several conditions precedent, which must be satisfied or waived in writing by the debtor, the consenting noteholders, the BOR and the Corvias Parties.
• Key conditions include the entry of a confirmation order and the finalization of all plan supplement documents, including an asset purchase agreement, in a form and substance acceptable to all key parties.
• Any modification to the plan requires the consent of the consenting noteholders, the BOR and the Corvias Parties, which cannot be unreasonably withheld.

Sale Transaction

• Pursuant to an asset purchase agreement, the BOR would acquire substantially all of the debtor’s real and personal property assets used in connection with the projects, or the Transferred Assets, for sale proceeds of $208.5 million.
• The sale would be free and clear of all liens, claims and encumbrances, with the BOR acquiring the assets as a good-faith purchaser entitled to the protections of Bankruptcy Code section 363(m). The transaction is intended to be the functional equivalent of a foreclosure.
• Excluded assets not part of the sale include, among other things, various cash reserves and the project lease documents.
• On the effective date, noteholders would be deemed to have released all liens on the Transferred Assets.

Distributions

• On the effective date, the BOR would pay the $208.5 million in sale proceeds as follows:
  • $205 million would be paid directly to the collateral agent for the benefit of the noteholders.
  • $3.5 million would be paid to the debtor as “Additional Effective Date Cash.”
• Noteholder Treatment
  • Noteholder claims would be allowed in the aggregate amount of $660.5 million.
  • In full satisfaction of their claims, holders would receive their pro rata share of:
    • The $205 million in Noteholder Sale Proceeds;
    • An Initial Excess Cash Distribution, funded by cash from operations and $500,000 of the Additional Effective Date Cash; and
    • Residual Cash, which consists of any funds remaining in the Carve Out Reserve and Post-Petition Trade Payables Reserve after all corresponding claims are paid.
• General Unsecured Creditor Treatment
  • The remaining $3 million of the Additional Effective Date Cash would constitute Estate Funds.
  • After payment of certain claims, the remaining Estate Funds would become the GUC Recovery, to be distributed pro rata to holders of allowed general unsecured claims.
  • Noteholders are not entitled to any portion of the GUC Recovery.

Settlement Terms

• The BOR will receive payment in full for its administrative claim and a $809,060 utility payment from estate funds. In exchange, the BOR will waive and release all other claims against the debtor, including any rejection damages claims.
• The debtor’s guarantor will pay the BOR a “Corvias Group Settlement Payment” in exchange for a release of claims under the Corvias Group Guaranty.
• All non-debtor affiliates of the debtor, including the Corvias Parties and CCS, waive their prepetition claims against the debtor.

Executory Contracts

• To facilitate the transfer of the projects to the BOR, the Project Lease Documents and Shared Services Agreements will be deemed automatically rejected and terminated as of the effective date.

Professional Fees and Carve-Out

• A carve-out reserve of $6.81 million will be funded to pay for allowed professional fee claims and certain postpetition trade payables incurred through the effective date.
• Any balance remaining in the carve-out reserve after these claims are satisfied will be considered Residual Cash and distributed to noteholders.
• To the extent the carve-out reserve is insufficient to pay allowed professional fees, the debtor may use Estate Funds to cover the shortfall.

Releases

• The plan provides for mutual releases among the Released Parties, which include the debtor, the BOR, the Corvias Parties, the Noteholder Group, the collateral agent and their respective advisors and related parties.
• Releasing Parties include all holders of claims or interests who do not opt out of the releases, as well as each Released Party.
• The plan also provides for an exculpation of the debtor, its current and former directors and officers, and its professionals for acts or omissions in connection with the chapter 11 case.