Crosby Marine Transportation - Chapter 11 Bidding Procedures Summary

Crosby Marine Master Sale Summary

Part I — Case Background and Common Sale Process

Background

• Crosby Marine Transportation, LLC and its affiliates Crosby Tugs, L.L.C., Crosby Dredging, LLC and Bertucci Contracting Company, L.L.C. filed voluntary chapter 11 petitions on March 23, 2026 in the U.S. Bankruptcy Court for the Eastern District of Louisiana, and their cases were ordered jointly administered under Case No. 26-10678 on March 24, 2026.
• Ten additional affiliated debtors — Crosby Inshore Marine Service, L.L.C., Crosby Marine Repair, L.L.C., Crosby Offshore Marine Service, L.L.C., Kurt Crosby, L.L.C., Tala Marine, L.L.C., Webb Crosby, L.L.C., Crosby Inland Marine, L.L.C., Crosby Real Estate, LLC, Tala Real Estate, LLC and Crosby Enterprises, L.L.C. (Case Nos. 26-11734 through 26-11743) — were added to the joint administration by order entered July 21, 2026 [ECF Doc. 663].
• Four further affiliated debtors — Susan Marie, LLC (No. 26-11960), Vinton Crosby, LLC (No. 26-11962), Tara Crosby, LLC (No. 26-11963) and Crosby & Son Towing, LLC (No. 26-11964) — were added to the joint administration by order entered August 7, 2026 [ECF Doc. 780], satisfying the Breakwater Stalking Horse Agreement's requirement that those entities file for bankruptcy on or prior to the Qualified Bid Deadline.
• The Debtors and certain of their subsidiaries and affiliates are engaged in the business of providing marine transportation support services in aid of oil, gas, and other infrastructure operations/dredging and related services in the inland and coastal waters of the United States.
• The Debtors filed the Bidding Procedures Motion on June 30, 2026 [Docket No. 571], which was heard on July 17, 2026, and the Court entered the Bidding Procedures Order on July 21, 2026 [ECF Doc. 665], approving the Bidding Procedures attached as Exhibit 1 thereto. The objection filed by Luhr Bros., Inc. [ECF Doc. 624] was overruled as to the Bidding Procedures and continued as to any forthcoming sale motion.
• On July 28, 2026, the Court entered a Memorandum Opinion and Order [ECF Doc. 709] (the "ROFR Order"), which modifies the Bidding Procedures Order and controls over the Bidding Procedures to the extent of any conflict. Its findings include that (i) because the Amended and Restated Limited Liability Company Agreement of Luhr Crosby, LLC (the "Operating Agreement") is not an executory contract, it cannot be assumed and assigned under section 365(f) of the Bankruptcy Code; (ii) Luhr Bros., Inc. does not need to participate in the bidding process to have the opportunity to purchase the Bertucci Interest; and (iii) the Debtors' identification of the Successful Bid for the Bertucci Interest, with or without an Auction, triggers Luhr Bros.' right of first refusal under section 10.07 of the Operating Agreement. The ROFR Order also modified the Bidding Procedures Order to provide that any designated stalking horse for the Bertucci Interest will not serve as an initial bidder, but will provide a guaranteed back-stop amount — whether cash or credit bid — for the asset if no one bids on it. The Debtors' rights to appeal or seek reconsideration of the ROFR Order are expressly preserved.
• The Debtors, with the assistance of their advisors, have engaged in a marketing and sale process to solicit and develop the highest or otherwise best offer for the Assets, on which the Bidding Procedures are designed to build.
• The Bidding Procedures Order and Bidding Procedures contemplate the Debtors potentially designating multiple Stalking Horse Bidders for different Assets. Two Stalking Horse Bidders have been designated to date, and the Court approved both designations and both sets of Bid Protections by separate orders entered August 6, 2026:
  • On July 28, 2026, pursuant to Section III of the Bidding Procedures Order, the Debtors selected Breakwater Buyer, LLC as a Stalking Horse Bidder for the Purchased Assets and executed the Breakwater Buyer Stalking Horse Agreement (Part II below); the designation and Bid Protections were approved by order entered August 6, 2026 [ECF Doc. 774], on the Debtors' Stalking Horse Notice [ECF Doc. 713] and expedited motion [ECF Doc. 717]; and
  • On July 29, 2026, the Debtors selected JMB Capital Partners Lending, LLC as a Stalking Horse Bidder for the Acquired Interests and entered into the Membership Interest Purchase Agreement dated July 29, 2026 (Part III below); the designation and Bid Protections were approved, as limited by the ROFR Order, by order entered August 6, 2026 [ECF Doc. 778], on the Debtors' JMB Stalking Horse Notice [ECF Doc. 721] and expedited motion [ECF Doc. 722].
• On August 11, 2026, the Debtors filed a Notice of Successful Bid for the Acquired Interests and Cancellation of Auction with respect thereto [ECF Doc. 803], designating an August 7, 2026 Qualified Bid by JMB in the amount of $70,000,001.00 as the Successful Bid for the Acquired Interests and cancelling the Auction as to those interests only. The Sale and Auction processes continue with respect to all other Assets. See Part III below.
• The Debtors remain in discussions with interested parties to act as Stalking Horse Bidders for Assets other than those covered by the two existing designations.
• The Debtors and each Stalking Horse Bidder reserve all rights to amend, modify, or otherwise alter the applicable Stalking Horse Agreement in accordance with its terms and the Bidding Procedures Order; provided that the parties may not amend the Purchase Price or the Bid Protections, or make any other changes materially adverse to the Debtors, absent further order of the Court. Under the JMB order, the parties also may not make changes contrary to Luhr Bros.' rights under the Operating Agreement and the ROFR Order.

Parties Involved

• Debtors: Crosby Marine Transportation, LLC (lead case, No. 26-10678, designated a Complex Case, Section A); Crosby Tugs, L.L.C. (No. 26-10679); Crosby Dredging, LLC (No. 26-10680); Bertucci Contracting Company, L.L.C. (No. 26-10681); Crosby Inshore Marine Service, L.L.C. (No. 26-11734); Crosby Marine Repair, L.L.C. (No. 26-11735); Crosby Offshore Marine Service, L.L.C. (No. 26-11736); Kurt Crosby, L.L.C. (No. 26-11737); Tala Marine, L.L.C. (No. 26-11738); Webb Crosby, L.L.C. (No. 26-11739); Crosby Inland Marine, L.L.C. (No. 26-11740); Crosby Real Estate, LLC (No. 26-11741); Tala Real Estate, LLC (No. 26-11742); Crosby Enterprises, L.L.C. (No. 26-11743); Susan Marie, LLC (No. 26-11960); Vinton Crosby, LLC (No. 26-11962); Tara Crosby, LLC (No. 26-11963); and Crosby & Son Towing, LLC (No. 26-11964).
• The Debtors' Chief Restructuring Officer is Lawrence Perkins; the Investment Banker is Raymond James & Associates, Inc.; and bankruptcy counsel is Lugenbuhl, Wheaton, Peck, Rankin & Hubbard. Co-counsel to the official committee of unsecured creditors for Crosby Tugs, L.L.C. and Crosby Dredging, LLC are Seward & Kissel LLP and Fishman Haygood LLP; co-counsel to the DIP Lender are Norton Rose Fulbright US LLP and Jones Walker LLP.
• Breakwater Purchaser: Breakwater Buyer LLC (or its assigns), a Delaware limited liability company, executed by Thomas H.F.M. Lefebvre Billecart, President. Notices to the Purchaser are directed c/o Tallvine Partners Management in Coral Gables, Florida, with a copy to the Purchaser’s New York counsel.
• JMB Buyer: JMB Capital Partners Lending, LLC, a California limited liability company (together with any assignee or designee, "JMB"), signed by Vikas Tandon, Chief Investment Officer. JMB is also the Debtors' DIP Lender under the Senior Secured Super-Priority Debtor-in-Possession Loan, Guaranty, and Security Agreement dated April 21, 2026. JMB's August 7, 2026 Qualified Bid was transmitted by Robert M. Hirsh of Norton Rose Fulbright US LLP, which is also co-counsel to the DIP Lender.
• Luhr Bros., Inc.: holder of a right of first refusal under section 10.07 of the Operating Agreement with respect to Bertucci's membership interest in Luhr Crosby, LLC, as preserved and construed by the ROFR Order.
• Seller-side entity asymmetries between the two transactions: Bertucci Contracting Company, L.L.C., although one of the jointly administered Debtors, is not a Seller under the Breakwater Stalking Horse Agreement (it is the Seller under the JMB agreement). Conversely, Tara Crosby LLC, Susan Marie LLC, Vinton Crosby LLC and Crosby & Son Towing LLC are Sellers under the Breakwater agreement that were not Debtors when that agreement was executed; each has since been added to the joint administration by order entered August 7, 2026 [ECF Doc. 780].
• Source note: the JMB Agreement's cover page and disclosure schedules identify the Buyer as "JMB Capital Lending Partners, LLC," while the preamble, signature block and Stalking Horse Notice use "JMB Capital Partners Lending, LLC"; the JMB Stalking Horse Notice caption and the caption of the Notice of Successful Bid [ECF Doc. 803] refer to a "49.9%" interest while their bodies, the Agreement, the findings in the entered JMB order [ECF Doc. 778], JMB's August 7, 2026 Qualified Bid letter and Exhibit A to the Luhr Crosby LLC Agreement (29,999,999 of 60,000,000 units) state 49.99%; footnote 1 of the Notice of Successful Bid lists Crosby Dredging, LLC as "[No. 26-10678]" rather than No. 26-10680; and JMB's Qualified Bid letter states that the chapter 11 cases are pending in the U.S. Bankruptcy Court for the Eastern District of New Jersey before Judge Grabill, whereas the cases are pending in the Eastern District of Louisiana.

Assets Being Sold (Overview)

• The Bidding Procedures govern the process by which the Debtors are authorized to solicit bids and conduct a potential Auction for the sale or sales of some or all of the Debtors' Assets, or another Transaction.
• For the avoidance of doubt, a vessel owned by a Debtor is an individual Asset, and to the extent a vessel is included in a Bid, the Bid must allocate a portion of the Purchase Price to that vessel.
• To the extent property owned by a non-Debtor that is subject to a Pre-Petition Lender's lien is made available for bidding and sale, such sale is subject to the rights of the applicable Pre-Petition Lender; provided that nothing precludes the sale of such non-Debtor property with that lender's consent.
• The two designated Stalking Horse Bids cover distinct Assets: the Breakwater Bid covers the operating marine transportation and dredging Purchased Assets (Part II), and the JMB Bid covers Bertucci's 49.99% minority membership interest in Luhr Crosby, LLC (Part III). The Auction has been cancelled with respect to the Acquired Interests only; the process continues for all other Assets.

Consultation Parties

• The Consultation Parties are (a) counsel to the official committee of unsecured creditors for Crosby Tugs, L.L.C. and Crosby Dredging, LLC (Seward & Kissel LLP and Fishman Haygood LLP) and (b) JMB, in its capacity as DIP Lender, together with its subsidiaries, affiliates, designees, assignees and advisors.
  • If the DIP Lender submits a Bid, including a credit bid, on a particular Asset serving as DIP collateral or subject to a lien under the DIP Order, it ceases to be a Consultation Party with respect to the Sale of that Asset but remains a Consultation Party for all other individual Assets constituting DIP collateral. If the DIP Lender bids for all or substantially all of the Debtors' Assets, it ceases being a Consultation Party altogether.
  • Solely with respect to a sale of the Bertucci Membership Interest, JMB is not a Consultation Party.
• Consulting Pre-Petition Lenders are the Debtors' pre-petition vessel lenders explicitly identified as holding "Existing Liens" in Exhibit 1 to the Cash Collateral Order [ECF Doc. 294] that have filed a notice of appearance and delivered a written election to participate as a consulting party with respect to some or all of their collateral; such election does not waive or impair their credit bid rights. A Pre-Petition Lender is a Consulting Pre-Petition Lender only with respect to a Sale of its own collateral, and exercising credit bid rights on one Asset does not by itself terminate that status as to other Assets.
• A Pre-Petition Lender has the rights of a full Consultation Party with respect to a Sale of its collateral only if it is a Consulting Pre-Petition Lender and has waived its credit bid rights for that Asset, either by not submitting a timely Bid or by written waiver.
• The Debtors may disqualify Potential Bidders that communicate among themselves or with a Consultation Party without prior written consent, and may strip consultation rights from a Consultation Party or Consulting Pre-Petition Lender that violates the communications restrictions, subject to notice and good-faith efforts to resolve the issue; a Qualified Bidder that is a Pre-Petition Lender or other Secured Creditor may not be stripped of its credit bid rights absent a separate order of the Court.
• The DIP Lender's rights as a Consultation Party are in addition to its rights under the DIP Documents; in the event of any conflict between the DIP Documents and the Bidding Procedures or the Bidding Procedures Order, the DIP Documents control. Likewise, the Pre-Petition Lenders' rights are in addition to their rights under the Cash Collateral Order, which controls in the event of inconsistency.

Potential Bidder Requirements and Due Diligence

• Preliminary Bid Documents (due July 22, 2026, at 11:59 p.m. CT) from each Potential Bidder (other than any Stalking Horse Bidder and any Pre-Petition Lender, each of which is deemed a Potential Bidder) must include an executed Confidentiality Agreement in form and substance acceptable to the Debtors; a non-binding Indication of Interest identifying the Assets sought, consideration offered per Asset, contracts and leases to be assumed and assigned with proposed cure amounts, conditions precedent and other material terms; preliminary proof of financial capacity, the adequacy of which must be acceptable to the Debtors in their sole determination; bidder identity, jurisdiction and form of organization, ownership and capital structure, and any controlling persons, significant equity or debt investors and guarantors; a summary of business, operational and financial qualifications, capitalization, credit rating (if available) and liquidity; a list of financial, legal and other advisors engaged; and a description of contemplated due diligence.
• Only Potential Bidders that submit acceptable Preliminary Bid Documents to the reasonable satisfaction of the Debtors and their advisors, after consultation with the Consultation Parties, may submit bids; the Debtors may provide notice of, and an opportunity to cure, any deficiency.
• Only Potential Bidders that have submitted acceptable Preliminary Bid Documents, including any Stalking Horse Bidder, are eligible to receive due diligence information and access to the Debtors' electronic data room. All due diligence requests must be directed to Raymond James, and all substantive direct communications with Potential Bidders and Qualified Bidders must go through Raymond James.
• The Debtors will provide reasonable due diligence information as requested in writing as soon as reasonably practicable and will post substantially all written diligence to the data room. The diligence period ends on the Bid Deadline, though the Debtors will provide reasonable access to information reasonably requested by any Qualified Bidder thereafter.
• Potential Bidders may not directly or indirectly contact or engage in discussions regarding the Debtors or a potential transaction with other Potential Bidders, the Pre-Petition Lenders, or any customer, supplier or contractual counterparty of the Debtors without the Debtors' prior written consent.
• The Debtors may decline to provide information to Potential Bidders that have not established, or have raised doubt as to, their good faith intent or capacity to consummate a Sale, and may withhold or modify commercially sensitive diligence materials from any bidder that is or is affiliated with a competitor or customer.
• A Potential Bidder denied the opportunity to bid or denied access to certain information may file a motion within three days of the Debtors' notice appealing that decision, to be heard by the Court on an expedited basis. Failure by a Potential Bidder (including any Qualified Bidder) to comply with reasonable requests for additional information and due diligence access regarding its ability to consummate may be a basis for the Debtors to determine that it is no longer a Qualified Bidder or that its bid is not a Qualified Bid.

No Collusion

• Potential Bidders are absolutely prohibited from engaging in any collusive act to control the sale price of any Asset or the allocation of a Purchase Price across Assets. There must be no communications among Potential Bidders, or between Potential Bidders and the Consultation Parties, absent the Debtors' prior written consent.
• Pre-Petition Lenders and other Secured Creditors may communicate, consult or coordinate with one another regarding the Sale process, Bidding Procedures, Auction or any Bid (including a credit bid), provided they do not coordinate credit bids, fix prices, allocate assets or otherwise engage in conduct prohibited by law, including section 363(n) of the Bankruptcy Code.
• The Debtors reserve all rights and remedies under section 363(n), including to avoid a sale detrimentally impacted by collusive conduct and to recover damages, costs, attorneys' fees, expenses and punitive damages, and will refer the results of any investigation to the U.S. Trustee and law enforcement as appropriate.

Bid Requirements

• To be eligible to purchase the Assets or participate in the Auction, a Potential Bidder (including a credit bidder, but excluding any Stalking Horse Bidder) must deliver a written, irrevocable and binding Bid satisfying the Bid Requirements, which include, among others:
  • Full disclosure of the bidding entity's identity, shareholders, partners, investors and ultimate controlling entities, evidence of legal authority to complete the transaction, and contact information for Raymond James and Lugenbuhl;
  • Identification of the Assets sought and liabilities to be assumed, and a clearly stated Purchase Price (cash and non-cash components, contracts and leases to be assumed, cure costs, and other assumed liabilities) as a single point value in U.S. dollars on a cash-free, debt-free basis, together with an allocation of the Purchase Price among the Assets sought (each vessel owned by a Debtor is an individual Asset requiring its own allocation);
  • Satisfaction of the Minimum Purchase Price where a Stalking Horse Bid exists;
  • Executed transaction documents, including a draft purchase agreement (form to be provided at least seven days prior to the Bid Deadline) and, for Assets subject to a Stalking Horse Bid, a markup of the Stalking Horse Agreement and related exhibits, schedules and ancillary agreements five days prior to the start of the Auction, with amendments that may not be materially more burdensome or inconsistent with the Bidding Procedures; a Pre-Petition Lender credit bidding on its own collateral instead submits a customary "as-is, where-is" bill of sale;
  • Committed debt and equity financing sufficient to satisfy the Purchase Price and other obligations, documented to the Debtors' reasonable satisfaction and not subject to internal approval, syndication requirements, diligence or credit committee approvals (waivable by the Debtors case-by-case; inapplicable to a credit bid by a Secured Creditor on its own collateral);
  • No conditions on financing, internal approval or the outcome of due diligence, with each closing condition identified with particularity; diligence is expected to be complete by the Bid Deadline;
  • An "As-Is, Where-Is" acknowledgement and representation, including that the Assets are sold with "all faults" and without representations or warranties (other than warranties of title in any bill of sale), including as to the seaworthiness of any vessel;
  • Evidence of corporate authorization for the Bid and the Sale (inapplicable to a credit bid by a Secured Creditor on its own collateral);
  • Identification of contracts and leases to be assumed and assigned, payment of all related Cure Costs, and a demonstration of adequate assurance of future performance;
  • A description of all governmental, licensing, regulatory or other approvals or consents required to close, evidence of the ability to obtain them timely, and an estimated timetable and basis for that estimate;
  • Compliance with the Bankruptcy Code and applicable non-bankruptcy law, a written acknowledgement agreeing to the terms of the Sale set forth in the Bidding Procedures, and a statement under penalty of perjury of no collusion, coordination or unfair competitive practices;
  • Irrevocability until entry of a final, non-appealable order approving the Successful Bid and Backup Bid where the bidder is not identified as the Successful Bidder or Backup Bidder;
  • A waiver of any breakup fee, transaction fee, termination fee, expense reimbursement or similar payment, including under section 503(b);
  • An agreement to abide by and honor the Bidding Procedures and not to submit a Bid or seek to reopen the Sale process or the Auction after conclusion of the selection of the Successful Bidder;
  • Consent to the Court's jurisdiction and waiver of any right to a jury trial;
  • Agreement to serve as a Backup Bidder if the Bid is the next highest or otherwise best Bid; and
  • An expected closing date no later than September 12, 2026, subject to extension pursuant to the terms of an asset purchase agreement after consultation with the Consultation Parties.
• Only Bids satisfying all requirements may, in the Debtors' sole discretion after consultation with the Consultation Parties, be deemed "Qualified Bids," and only parties submitting Qualified Bids may, in the Debtors' reasonable discretion after such consultation, be deemed "Qualified Bidders." All information disclosed by a Potential Bidder in satisfaction of the Bid Requirements will promptly be made available to the Consultation Parties and any Stalking Horse Bidder, except that confidential financing and equity commitment documents are shared with the Consultation Parties on a "professionals' eyes only" basis. The Debtors may permit a Potential Bidder to remedy deficiencies prior to the Bid Deadline; any Bid not deemed a Qualified Bid will not be considered.
• Joint Bids may be approved in writing in the Debtors' reasonable discretion on a case-by-case basis. Each Stalking Horse Bidder is deemed a Qualified Bidder and its Stalking Horse Bid a Qualified Bid; the August 6, 2026 orders confirm that treatment for both Breakwater and JMB for all purposes under the Bidding Procedures Order.
• Bids must be received by the Debtors' counsel (Lugenbuhl) and investment banker (Raymond James) no later than 5:00 p.m. CT on August 7, 2026. The Bid Deadline lapsed on that date; the only Qualified Bid received for the Acquired Interests was JMB's $70,000,001.00 bid.
• Under the ROFR Order, Luhr Bros. need not participate in the bidding process to have the opportunity to purchase the Bertucci Interest, and its exercise of the ROFR is exempt from the JMB overbid requirement.

Good Faith Deposit

• Each Bid (other than a Stalking Horse Bid made pursuant to a Stalking Horse Agreement in which the Debtor has altered the requirement) must be accompanied by a cash deposit equal to 10% of the Bid's Purchase Price, submitted by wire transfer to an escrow account established by the Debtors.
  • Where a portion of the Purchase Price consists of a credit bid, the Good Faith Deposit equals the sum of (A) the lesser of (x) 5% of the credit bid portion and (y) $100,000, plus (B) 10% of the non-credit bid portion.
  • If a Qualified Bid (other than a Stalking Horse Bid) is modified to increase the Purchase Price, the Debtors may require the deposit be increased to 10% of the increased Purchase Price.
• Deposits are held in interest-free escrow, and the DIP Lender's liens attach to all of the Debtors' and their estates' rights and interests in each Good Faith Deposit.
• Deposits of Bids determined not to be Qualified Bids are refunded within five business days after the Bid Deadline; deposits of Qualified Bidders that are not Successful Bidders or Backup Bidders are returned within five business days after the Auction or upon permanent withdrawal of the proposed Sale; and Backup Bidder deposits are returned within five business days after consummation of the applicable Sale or upon permanent withdrawal.
• The Successful Bidder's deposit is credited to the purchase price upon consummation of a Sale. If a Successful Bidder fails to consummate, the deposit is governed by the terms of that bidder's asset purchase agreement. Deposit terms specific to each Stalking Horse Bid appear in Parts II and III.

Credit Bid

• Any Qualified Bidder holding a valid and perfected lien on assets of the Debtors' estates whose claim is not subject to a bona fide dispute by the Debtors, and that has the right under applicable non-bankruptcy law to credit bid claims secured by that lien (a "Secured Creditor"), including the DIP Lender and the Pre-Petition Lenders, may credit bid all or a portion of the value of its claims under section 363(k), provided that:
  • the credit bid conforms with the Bid Requirements except as otherwise explicitly provided in the DIP Order, the Bidding Procedures or the Bidding Procedures Order, or as waived in writing by the Debtors;
  • a Secured Creditor may credit bid only against the collateral securing its claim;
  • any credit bid must include a cash component sufficient to pay (a) any fee payable to Raymond James for the Sale of the Assets included in the Bid and (b) Bid Protections allocable to the Assets credit bid upon (the "Credit Bidder Stalking Horse Fee Share"), with such fees payable at closing and not a precondition to qualification of the credit bid; and
  • the Debtors must promptly deliver copies of any credit bid to the Consulting Pre-Petition Lenders, Consultation Parties and any Stalking Horse Bidder for such Assets.
• The Credit Bidder Stalking Horse Fee Share is ratable based on the upward change in collateral value between the Stalking Horse Bid and the Successful Bid, and is owed by a Secured Creditor only if the Successful Bid includes its credit bid and the amount allocated to its collateral exceeds the amount allocated to the applicable Asset in the Stalking Horse Bid. If the Successful Bidder is a third party that is neither the applicable Stalking Horse Bidder nor a credit bidder, that third party is responsible for the Credit Bidder Stalking Horse Fee Share.
• Any Secured Creditor wishing to preserve its right to credit bid at the Auction must submit a Qualified Bid by the Bid Deadline; failure to do so waives the right to credit bid on Assets other than those identified in its Bid, without waiving the right to object to a Sale under section 363(f). A Secured Creditor that qualifies as a Qualified Bidder by virtue of a credit bid may increase its credit bid at the Auction.

Overbid

• Where Assets are subject to a Stalking Horse Bid, the Purchase Price of a competing Bid must exceed the total Stalking Horse Bid Purchase Price, plus any Bid Protections, plus the Minimum Overbid Increment (collectively, the "Minimum Purchase Price"). A Secured Creditor may credit bid for an Asset that is its collateral in an amount less than allocated to that Asset in a Stalking Horse Bid, and where no Stalking Horse Bid exists for a Secured Creditor's collateral, no Minimum Purchase Price applies to such credit bid.
• Where a Stalking Horse Bidder is selected, the Starting Bid must be no less than the Stalking Horse Bid Purchase Price plus any Bid Protections payable to the Stalking Horse Bidder plus a Minimum Overbid Increment determined by the Debtors in their business judgment (after consultation with the Consultation Parties) and announced at the Auction; the initial Minimum Overbid Increment must be at least the amount set forth in the applicable Stalking Horse purchase agreement.
• Bids at the Auction must exceed the previously leading Bid by at least the Minimum Overbid Increment (or a greater amount announced by the Debtors) and, where the leading bid is from a Stalking Horse Bidder, the amount of that bidder's Bid Protections. The deal-specific initial and subsequent increments — and, for the JMB transaction, the ROFR carve-out from the overbid and matching-right provisions — appear in Parts II and III.

Stalking Horse Designation, Bid Protections Limits and Objection Procedures

• The Debtors are authorized, but not directed, in their sole discretion and after consultation with the Consultation Parties, to select one or more Qualified Bidders to act as Stalking Horse Bidder(s), enter into Stalking Horse Agreement(s), and offer Bid Protections consisting of a Break-Up Fee, an Expense Reimbursement (reasonable and documented out-of-pocket fees and expenses, including attorneys' fees), and other appropriate and customary protections, subject to the following limitations:
  • The total Break-Up Fee for any particular Stalking Horse Agreement may not exceed 3.0% of the Purchase Price contemplated by that agreement; and
  • The combined Break-Up Fee and Expense Reimbursement may not exceed 5.0% of that Purchase Price, in each case subject to any Purchase Price adjustments set forth in the Stalking Horse Agreement, absent further order of the Court.
• A potential Stalking Horse Bid must be received by Raymond James no later than 5:00 p.m. CT on the date that is two business days prior to the Outside Stalking Horse Designation Date. The Debtors' outside date to file a Stalking Horse Notice was July 29, 2026, subject to extension in the Debtors' discretion after consultation with the Consultation Parties. Where a Stalking Horse Bidder is selected prior to that date, the Stalking Horse Notice must be filed within one business day of selection and served on all parties who submitted Preliminary Bid Documents in addition to any persons entitled to notice.
• Each Stalking Horse Notice must identify the Stalking Horse Bidder, the material terms of the Stalking Horse Bid (including the purchase price and Assets) and the amount and terms of any Bid Protections, and attach the Stalking Horse Agreement.
• Any objection to the designation of a Stalking Horse Bidder or to the Bid Protections (a "Stalking Horse Objection") must be filed no later than three business days after service of the applicable Stalking Horse Notice — July 31, 2026 for the Breakwater designation and August 3, 2026 for the JMB designation.
• If a timely Stalking Horse Objection is filed, the proposed designation and Bid Protections will not be deemed approved absent separate order of the Court.
• If no Stalking Horse Objection is timely filed, (i) the designation and the granting of the Bid Protections will be deemed approved as an exercise of the Debtors' business judgment under 11 U.S.C. § 363(b), without further notice, hearing or order, and allowed as administrative expenses under 11 U.S.C. §§ 503(b) and 507(a)(2), payable subject to the terms of the applicable Stalking Horse Agreement; and (ii) the Court may enter an order further approving the designation and the Bid Protections, in the form attached to the applicable Stalking Horse Notice as Exhibit B, without further notice or hearing. The Debtors are authorized to enter into and perform under the Stalking Horse Agreement, provided that the Sale may not be consummated without further Court approval.
• In practice, the Debtors did not rely on the deemed-approval mechanism: they filed expedited motions for each designation [ECF Docs. 717 and 722], and the Court entered separate orders approving both designations and both sets of Bid Protections on August 6, 2026 [ECF Docs. 774 and 778]. The Breakwater order followed the record of the July 17, 2026 hearing; the JMB order followed the records of the July 17, 2026 and August 4, 2026 hearings.
• Other than Bid Protections approved for a Stalking Horse Bidder, no person or entity is entitled to any expense reimbursement, break-up fee, "topping," termination or similar fee or payment, and by submitting a bid each such party waives any such request, including under section 503(b); provided that a Pre-Petition Lender submitting a credit bid is not divested of its ability to receive post-petition interest, fees, costs and expenses from the proceeds of that Asset's disposition in accordance with section 4(d) of the Cash Collateral Order [ECF Doc. 294].
• The automatic stay under section 362 is modified with respect to the Debtors, to the extent necessary and without further order of the Court, to permit a Stalking Horse Bidder to deliver notices under its Stalking Horse Agreement (including a termination notice), take actions permitted thereunder to terminate the agreement, and assert claims with respect to the Break-Up Fee (Back-Up Fee, in the case of JMB) and Expense Reimbursement.

Auction and Evaluation of Qualified Bids

• If two or more Qualified Bids (including any Stalking Horse Bid) are received for applicable Assets, the Debtors will conduct an Auction for those Assets. If only one Qualified Bid (including a Stalking Horse Bid) is received, no Auction will be held and that Qualified Bid will be designated the Successful Bid.
• The Auction, if held, will commence in person on August 13, 2026, at 10:00 a.m. CT (or at a later time determined by the Debtors after consultation with the Consultation Parties, with timely notice to all Qualified Bidders) at a place designated by the Debtors after consultation with the Consultation Parties in a notice filed on the Court's docket and disclosed in writing to Qualified Bidders and the Consultation Parties, continuing through August 14, 2026, as necessary. The Auction has been cancelled with respect to the Acquired Interests only [ECF Doc. 803]; the Debtors intend to continue the Sale and Auction processes for all other Assets.
• Each Qualified Bidder must attend in person through at least one duly authorized representative, subject to the Debtors' discretion to permit remote participation by other representatives after consultation with the Consultation Parties. Attendance is limited to Qualified Bidders (including any Stalking Horse Bidders) and their advisors, the Debtors and their advisors, the Consultation Parties and their advisors, and any other person approved by the Court.
• Prior to the Auction, the Debtors and their advisors will evaluate Qualified Bids, may engage in negotiations with bidders, and will identify the highest or otherwise best Qualified Bid(s) as the Starting Bid, in their sole discretion after consultation with the Consulting Pre-Petition Lenders and the Consultation Parties. Promptly after determining the Starting Bid and prior to the Auction, the Debtors will notify any applicable Stalking Horse Bidder which Qualified Bid is the Starting Bid, distribute a copy of the Starting Bid to each Qualified Bidder for such Assets, and provide any applicable Stalking Horse Bidder with copies of all Qualified Bids received for Assets subject to a Stalking Horse Agreement.
• Bid Factors the Debtors may consider in evaluating Qualified Bids include the amount and nature of the Purchase Price; the value provided and net economic effect on the estates, taking into account any Stalking Horse Bidder's rights to Bid Protections; proposed changes to the form purchase agreement and comparative favorability versus any Stalking Horse Agreement, including delay and cost; excluded assets and liabilities and contracts or leases to be assumed, including litigation costs and the incremental costs and uncertainties of piecemeal versus whole-company sales; likelihood and timing of closing, including regulatory approvals; benefit or cost from any assumption or waiver of liabilities or tax implications; transaction structure and execution risk; and any other factors the Debtors reasonably deem relevant.
• Each Qualified Bidder will be given time to respond to prior bids; the Auction will be transcribed or recorded; and each Qualified Bidder must confirm on the record that it has not engaged in collusion, coordination or unfair competitive practices and that its Bid is an irrevocable, binding, good faith and bona fide offer. Two or more Qualified Bidders may coordinate on a combined bid only with the Debtors' advance written approval.
• The Auction will not close until all Qualified Bidders have had a reasonable opportunity to overbid the then-prevailing highest bid, and the Debtors may adjourn the Auction one or more times to facilitate discussions, allow bidders to consider how to proceed, or obtain additional evidence of funding capacity.
• If no Qualified Bids other than a Stalking Horse Bid are received by the Bid Deadline, the Debtors will cancel the Auction, designate the Stalking Horse Bid(s) as the Successful Bid(s) and pursue entry of the Sale Order, filing notice of any cancellation with the Court within two business days of that determination.
• Under the ROFR Order, the Debtors' identification of the Successful Bid for the Bertucci Interest — whether or not an Auction is held — triggers Luhr Bros.' right of first refusal. That identification occurred by the Notice filed August 11, 2026 [ECF Doc. 803].

Successful Bid and Backup Bid

• The Auction continues until only one Qualified Bid is the highest or otherwise best bid for the applicable Assets (the "Successful Bid"). The Debtors may select more than one Qualified Bid to collectively serve as the Starting Bid or as a Successful Bid if each contemplates the purchase of different Assets.
• The Qualified Bidder(s) with the second highest or otherwise best bid(s) will be designated Backup Bidder(s) by the Debtors at the conclusion of the Auction, after consultation with the Consultation Parties, and announced at that time to participating Qualified Bidders. The Debtors must file notice of the Backup Bid(s) and Backup Bidder(s) with the Court no later than 24 hours after the conclusion of the Auction.
• Each Backup Bidder must keep its Qualified Bid open and irrevocable until closing of the transaction with the applicable Successful Bidder, subject to the terms of its asset purchase agreement; a Stalking Horse Bidder designated as Backup Bidder must keep its Bid open only for so long as required under the applicable Stalking Horse Agreement. The Backup Bidder's Good Faith Deposit is held in escrow until such closing.
• If a Successful Bidder fails to consummate within the time permitted after entry of the Sale Order, the Backup Bidder is automatically deemed to have submitted the Successful Bid and must consummate the Sale as soon as commercially practicable, after consultation with the Consultation Parties and subject to the terms of its asset purchase agreement and applicable Court orders; the Debtors must file a notice with the Court.

Post-Auction Notice and Sale Approval

• No later than 24 hours after the conclusion of the Auction, the Debtors must file a Post-Auction Notice identifying the Successful Bid(s) and Successful Bidder(s), including a list of any Assigned Contracts to be assumed and assigned together with Cure Costs, and serve it on counsel to any Stalking Horse Bidder, the Consultation Parties, and all parties that submitted a Bid.
• The Debtors will present the Auction results at the Sale Hearing and seek entry of the Sale Order (or Sale Orders) authorizing them to enter into and perform under the applicable Definitive Purchase Agreement and deeming the selection of the Successful Bid(s) final. Subject to designation of the Backup Bid, the Debtors will not solicit or accept further bids after such selection, subject to the fiduciary out.
• At the Sale Hearing the Debtors will seek findings that the Auction was conducted and the Successful Bidder(s) selected in accordance with the Bidding Procedures; that the Auction was fair in substance and procedure; that the Successful Bid(s) were Qualified Bids; and that consummation will provide the highest or otherwise best offer and is in the best interests of the Debtors and their estates.
• The Sale Hearing will commence on August 31, 2026, at 9:00 a.m. CT and continue on September 1, 2026, at 9:00 a.m. if necessary, before the Honorable Meredith S. Grabill, U.S. Bankruptcy Court, 500 Poydras Street, Courtroom B-709, New Orleans, LA 70130.
• Each Successful Bidder and the Debtors must complete and sign all definitive documentation as soon as commercially reasonable and practicable.

Assumption and Assignment; Cure Notice

• No later than July 22, 2026, at 11:59 p.m. CT, the Debtors were to file and serve the Cure Notice on non-Debtor Contract Counterparties and post it at https://cases.stretto.com/crosby. The Cure Notice identifies the Assigned Contracts that may be assumed and assigned in connection with the Sale, the applicable Contract Counterparties, the Debtors' good faith estimate of the Cure Costs, and the objection deadline and related procedures. Service of a Cure Notice does not constitute an admission that a Contract is executory or that it will be assumed or assumed and assigned.
• Cure Objections must be in writing, comply with the Bankruptcy Rules, the Local Rules and any order governing case administration, state with specificity the nature of the objection (including the cure amount asserted, with supporting documentation), and be filed no later than 14 days after service of the Cure Notice (the dates table in the Bidding Procedures Order measures the same deadline from the filing of the Cure Notice). A properly filed Cure Objection preserves the objector's rights only as to assumption and assignment of the Contract at issue and the related Cure Costs, and is not an objection to the balance of the relief sought.
• Objections to the Successful Bidder's ability to provide adequate assurance of future performance must be filed by the later of the Sale Objection Deadline (August 24, 2026, at 4:00 p.m. CT) and 4:00 p.m. CT on the date 14 days following service of any applicable Supplemental Cure Notice.
• Dispute resolution:
  • Any unresolved Cure Objection will be heard at a later date agreed by the parties or fixed by the Court. A Contract will be assumed and assigned only upon satisfactory resolution of the objection, as determined in the Successful Bidder's reasonable discretion, and may be conditionally assumed and assigned pending resolution, subject to the Successful Bidder's consent.
  • If a Cure Objection is not satisfactorily resolved, the Successful Bidder may determine the Contract should be rejected and not assigned, in which case it bears no Cure Costs for that contract.
  • Where an objection relates solely to Cure Costs (a "Cure Dispute"), the Contract may be assumed and assigned provided the asserted cure amount (or such lower amount as agreed) is deposited in a segregated account pending adjudication or consensual resolution.
• The Debtors may file a Supplemental Cure Notice at any time before closing to add previously omitted Contracts or modify previously stated Cure Costs, after consultation with the Successful Bidder and the Consultation Parties. Supplemental Cure Objections must state the legal and factual basis and required Cure Costs with specificity, include supporting documentation, and be filed by 4:00 p.m. CT on the date 14 days following service of the Supplemental Cure Notice. Unresolved Supplemental Cure Objections will be heard on an expedited basis; absent objection, the Debtors will obtain an order fixing Cure Costs and approving assumption.
• Absent a timely objection and any subsequent order establishing an alternative Cure Cost, the Cure Costs set forth in the Cure Notice (or Supplemental Cure Notice) control notwithstanding anything to the contrary in any Contract, and the Contract Counterparty is deemed to have consented to the assumption and assignment and forever barred from objecting or asserting any other claims related to such Contract against the Debtors, the Successful Bidder or their property.
• Inclusion of a Contract on a Cure Notice does not obligate the Debtors to assume it or the Successful Bidder to take assignment, nor constitute an admission that it is executory. Only Assigned Contracts included on the schedule of assumed and assigned contracts attached to a Definitive Purchase Agreement with a Successful Bidder will be assumed and assigned. The Debtors reserve their rights to seek to reject or assume each Assigned Contract under section 365(a), including on a post-closing designation basis.
• Nothing in the Cure Notice alters the prepetition nature of the Assigned Contracts or the validity, priority or amount of any counterparty claims, creates a postpetition contract, or elevates any counterparty claim to administrative expense priority.
• Per the ROFR Order, the Luhr Crosby Operating Agreement is not an executory contract and therefore cannot be assumed and assigned under section 365(f). Consistent with this, JMB's August 7, 2026 Qualified Bid states that executory contracts and cure costs are "not applicable" to the Acquired Interests transaction.

Sale Objection Procedures

• The Sale Objection Deadline is August 24, 2026, at 4:00 p.m. CT. Objections must be in writing, conform to the Bankruptcy Rules and Local Rules, state with particularity the legal and factual basis and specific grounds, and be filed and served so as to be actually received by the Sale Objection Notice Parties by the deadline.
• Sale Objection Notice Parties include Debtors' counsel (Lugenbuhl); co-counsel to the Committee (Seward & Kissel LLP and Fishman Haygood LLP); the U.S. Trustee for the Eastern District of Louisiana; co-counsel to the DIP Lender (Norton Rose Fulbright US LLP and Jones Walker LLP); counsel to any Stalking Horse Bidder; and any other party that has filed a notice of appearance.
• Any party failing to timely object on or before the Sale Objection Deadline is forever barred from asserting any objection to such Sale, including with respect to the transfer of the selling Debtors' Assets free and clear of all liens, claims, encumbrances and other interests, except as set forth in the applicable purchase agreement(s).

Sale Free and Clear; Successor Liability

• The Debtors seek to sell the Assets free and clear of any and all claims, interests and encumbrances. The Sale Order is expected to provide that the Successful Bidder will have no responsibility for, and the Assets will be sold free and clear of, any successor liability.
• To the greatest extent allowable by law, the Successful Bidder will not be deemed a legal successor to the Debtors (other than with respect to obligations as an assignee under the Assigned Contracts arising after the Effective Date), to have merged de facto or otherwise with the Debtors, or to be an alter ego or mere continuation of the Debtors — including within the meaning of any revenue, pension, ERISA, COBRA, WARN Act, Fair Labor Standards Act, Title VII, ADEA, Federal Rehabilitation Act, NLRA, civil rights, environmental, tax, labor, employment or products liability law — and will have no liability based on any theory of successor, transferee or vicarious liability. Other than as expressly set forth in the applicable purchase agreement with respect to Assumed Liabilities, the Successful Bidder assumes no liability or obligation of the Debtors.
• All rights of any party to set off claims, debts or obligations owed by or to the Successful Bidder in connection with the Assets will be extinguished on the Effective Date pursuant to the Sale Order.
• Nothing in the Bidding Procedures Order or the Bidding Procedures waives, releases, impairs or otherwise affects any Pre-Petition Lender's right to object at the Sale Hearing or otherwise to any proposed Sale on the grounds that it does not satisfy section 363(f) with respect to any Assets, including any vessels, in which such lender holds an Existing Lien.

Sale Notice and Publication

• No later than July 22, 2026, the Debtors were to serve the Bidding Procedures, the Sale Notice and the Cure Notice on the Notice Parties, and to publish the Sale Notice (with any modifications necessary for ease of publication) in The Times Picayune, The Advocate, The Division American Press, The Daily Advertiser, The Sun Herald, The Houston Chronicle, The Daily News, The Caller Times, Workboat (electronic newsletter) and The Wall Street Journal. The Bidding Procedures Order is internally inconsistent on the publication trigger: its decretal paragraph 16 requires publication within three business days after entry of the Order, while the dates tables in the Order and the Bidding Procedures require publication no later than three business days after service of the Sale Notice.
• The Debtors are to serve the Bidding Procedures Order by first-class U.S. mail within three days on all parties not receiving electronic notice through CM/ECF and file a certificate of service. The same three-day first-class mail service requirement applies to each of the August 6, 2026 stalking horse orders, pursuant to the applicable Federal Rules of Bankruptcy Procedure, the Court's Local Rules and Complex Case Procedures, and any order limiting notice.
• Copies of the Bidding Procedures Motion, Bidding Procedures and Bidding Procedures Order, and all related exhibits, are available free of charge from Stretto, the notice and claims agent, by telephone at (833) 307-4262 (toll free) or +1 (916) 405-7847 (international) or at https://cases.stretto.com/crosby/, and for a fee via PACER at http://www.laeb.uscourts.gov.
• To the extent of any inconsistency between the Sale Notice and the Bidding Procedures or the Bidding Procedures Order, the latter govern in all respects.

Reservation of Rights; Fiduciary Out

• The Debtors reserve the right to modify the Bidding Procedures in their sole discretion after consultation with the Consultation Parties, consistent with their fiduciary duties, including by extending deadlines, adjourning or canceling the Auction, modifying or adding Auction Procedures, rejecting any or all Bids or Qualified Bids, and adjusting the applicable minimum overbid increment, provided all modifications are disclosed to Potential Bidders, any Stalking Horse Bidder and Qualified Bidders as soon as reasonably practicable. Under paragraph 5 of the Bidding Procedures Order, the Debtors' right (at any time before entry of an order approving the Successful Bid) to reject a Bid as inadequate or insufficient, non-conforming with the Bankruptcy Code or the Bidding Procedures, or contrary to the best interests of the estates and creditors expressly does not extend to any Stalking Horse Bid.
• The Debtors reserve the right, at any point prior to selection of the Successful Bidder and after consultation with the Consultation Parties, to terminate the Sale processes with respect to any or all Assets and seek to sell any or all Assets pursuant to section 363(b), and to terminate discussions with any Potential Bidders.
• Nothing in the Bidding Procedures or the Bidding Procedures Order diminishes the right of the Debtors and their advisors to consider, respond to and facilitate Alternate Proposals; provide access to non-public information or enter into confidentiality or nondisclosure agreements; maintain or continue negotiations regarding Alternate Proposals; or engage with holders of claims or equity interests, including the DIP Lender, the Creditors' Committee and the U.S. Trustee.
• Nothing in the Bidding Procedures or the Bidding Procedures Order requires a Debtor or fiduciary of a Debtor, after consulting with counsel, to take or refrain from taking any action related to a sale transaction that would be inconsistent with applicable law or its fiduciary obligations.
• Nothing in the Bidding Procedures Order or the Bidding Procedures constitutes an implicit waiver of any rights, remedies or defenses of any party, including the Debtors, their lenders, any Stalking Horse Bidder or any other prospective purchaser, under applicable bankruptcy and non-bankruptcy law or any indemnity agreements.
• Notwithstanding Bankruptcy Rule 6004(h), the Bidding Procedures Order and each of the August 6, 2026 Bid Protections Orders are immediately effective and enforceable upon entry, and the Court retains exclusive jurisdiction over all matters arising from or related to their implementation and interpretation.
• All Consultation Parties, Potential Bidders and Qualified Bidders are deemed to have consented to the core bankruptcy jurisdiction of the Court and waived any right to a jury trial in connection with disputes relating to any Sale, the Auction and the construction and enforcement of the Bidding Procedures and related documents. Any dispute relating to the Bidding Procedures must be requested to be heard on an expedited basis.

Part II — Sale to Breakwater Buyer, LLC (Purchased Assets)

Parties and Filing

• Sellers: Crosby Dredging, LLC; Crosby Tugs, L.L.C.; Crosby Marine Transportation, LLC; Crosby Inshore Marine Service, L.L.C.; Crosby Marine Repairs, L.L.C.; Crosby Offshore Marine Service, L.L.C.; Kurt Crosby, L.L.C.; Tala Marine, L.L.C.; Webb Crosby, L.L.C.; Crosby Inland Marine, L.L.C.; Crosby Real Estate, LLC; Tala Real Estate, LLC; Crosby Enterprises, L.L.C.; Tara Crosby LLC; Susan Marie LLC; Vinton Crosby LLC; and Crosby & Son Towing LLC, each a Louisiana limited liability company.
• On or prior to the Qualified Bid Deadline (August 7, 2026), the Sellers were to cause Tara Crosby, LLC, Vinton Crosby, LLC, Susan Marie, LLC, and Crosby & Son Towing, LLC to file for bankruptcy and become part of the Chapter 11 Cases. Those four entities were added to the joint administration by order entered August 7, 2026 [ECF Doc. 780] as Case Nos. 26-11963 (Tara Crosby), 26-11962 (Vinton Crosby), 26-11960 (Susan Marie) and 26-11964 (Crosby & Son Towing).
• The designation and the Bid Protections were approved by order entered August 6, 2026 [ECF Doc. 774], granting the Debtors' expedited motion [ECF Doc. 717] filed on the Stalking Horse Notice [ECF Doc. 713], following the record of the July 17, 2026 hearing.
• The Court found that the Stalking Horse Bid represents the highest and otherwise best binding offer the Debtors have received to date for the Purchased Assets; that the Stalking Horse Agreement affords the opportunity to sell them in a manner designed to preserve and maximize value and provide a floor for a further marketing and auction process; that absent the Stalking Horse Bid the Debtors face significant risk of realizing a lower price and that the Stalking Horse Bidder's contributions to the Sale process indisputably provided a substantial benefit to the Debtors, their estates and creditors; and that the Stalking Horse Bid will enable the Debtors to secure a fair and adequate Starting Bid at the auction(s), if any, conferring a clear benefit on the estates, creditors and all other parties in interest.
• The Court found that the Stalking Horse Bidder is not an "insider" or "affiliate" of the Debtors, that no common identity of incorporators, directors, or controlling stockholders exists between the Stalking Horse Bidder and the Debtors, and that the selection was made with the consent of the DIP Lenders. The Stalking Horse Bidder is deemed a Qualified Bidder, and the Stalking Horse Bid a Qualified Bid, for all purposes under the Bidding Procedures Order.
• Exhibits A (Bill of Sale and Instrument of Assignment of Assets and Assumption of Liabilities), B (Form of Vessel Bill of Sale) and C (Form of Transaction Approval Order) to the Stalking Horse Agreement were not filed with the Agreement; the exhibit list states that they “shall be filed at a later date.” Schedule 2.03 (Closing Allocation) and Schedule 3.22(a) (Employee Census) are designated to be filed under seal.

Stalking Horse Bid

• The Stalking Horse Notice states that the Purchase Price for the Purchased Assets proposed to be sold to the Stalking Horse Bidder is $75,000,000. Under the Stalking Horse Agreement, the Purchase Price consists of (i) the Closing Payment and (ii) the assumption of the Assumed Liabilities, where the Closing Payment equals:
  • A Cash Price of $75,000,000, subject to adjustment under Section 2.06(c)(i);
  • Minus the amount of the Deposit and any accrued interest thereon; and
  • Plus, subject to adjustment under Section 2.06, the amount of Determined Cure Costs as of the Closing Date up to a $5,000,000 Cure Cost Threshold.
• The Purchase Price will be allocated among the Purchased Assets pursuant to the Closing Allocation set forth on Schedule 2.03; to the extent the Closing Allocation is filed in the bankruptcy case, it must be filed under seal on terms reasonably acceptable to the Purchaser, and the Sellers must pursue approval of such sealing (Schedule 2.03 as filed is marked “filed under seal”). Any party with a security interest in a Purchased Asset may review only the allocation applicable to the asset in which it holds a security interest, subject to confidentiality arrangements reasonably acceptable to the Purchaser.
  • The Closing Allocation is made solely to facilitate the Bankruptcy Court's administration and distribution of Sale proceeds and is not binding for U.S. federal, state, or local income Tax purposes. A separate post-Closing Tax allocation will be prepared by the Purchaser in accordance with Section 1060 of the Tax Code.

Assets Being Sold

• At Closing, the Sellers will sell the Purchased Assets to the Purchaser free and clear of Excluded Liabilities and any Liens other than Permitted Encumbrances. The Purchased Assets include, among other items:
  • All Vessels set forth on Schedule 2.01(a)(i) — which lists each Vessel’s name, official number, flag and endorsements, registered owner and type — together with equipment, tools, other tangible personal property, and all Inventories owned by or held for use in the operation of the Purchased Assets. Schedule 1.01(a) separately identifies the Non-Operational Vessels (those in Categories 3 and 4 of the Debtors’ Vessel Register: non-operating but close to running, and scrap/non-essential/sold), which are carved out of several of the Vessel representations;
  • The Sellers' rights in the Assigned Contracts and, to the extent transferable, all Permits and Licenses (including Environmental Permits) held or used in connection with the Business, other than any Excluded Contract;
  • Acquired Deposits, prepayments and prepaid expenses (Schedule 2.01(a)(v), Acquired Deposits, is listed as “None”); Acquired Receivables, which Schedule 2.01(a)(viii) describes as payment rights related to the Purchased Assets excluding pre-petition receivables and which total approximately $7.09 million across 121 invoices and 22 customers (subject to verification at Closing), but excluding the Retained Receivables; reports, maintenance records for the Vessels, dry dock records, drawings, diagrams, blueprints, and trade secrets related to the Purchased Assets;
  • The benefit of representations, warranties, guarantees, and indemnities received in connection with the acquisition of the Purchased Assets, and rights of setoff and causes of action relating to the Purchased Assets (other than against the Sellers or their Affiliates);
  • Avoidance actions and other Chapter 5 claims against customers, suppliers, vendors, employees (including Transferred Employees), and contract counterparties directly related to or involved with the operation of the Business or the Purchased Assets at or after Closing, expressly excluding the claims and causes of action set forth on Schedule 2.01(a)(ix), which retains for the estates claims against the Sabine-Neches Navigational District and the Port of Iberia (additional work/change orders and retainage), claims against Luhr Crosby, LLC (including for damages from the alleged improper termination of a charter of thirty tugs), and Chapter 5 claims against all “insiders” as defined in 11 U.S.C. § 101(31) other than Transferred Employees, subject to a carve-back for insiders covered by a specified prior Debtor motion and order;
  • All Intellectual Property; the Owned Real Property and Leased Real Property described on Schedule 2.01(a)(xi); all Tax refunds, overpayments, credits and other attributes related to Property Taxes allocable to Post-Closing Periods; and any other right, Contract, asset, or claim relating to the Business that does not constitute an Excluded Asset.
• The Sellers represent that the Purchased Assets constitute all material assets and rights used in or necessary to conduct the Business, and are sufficient in all material respects for the continued conduct of the Business immediately following Closing in substantially the same manner as conducted as of the date of the Agreement and as of Closing.

Excluded Assets

• Excluded Assets include, without limitation: Tax refunds, overpayments, credits and attributes related to Property Taxes allocable to Pre-Closing Periods; corporate books, records, and organizational documents of the Sellers; the Sellers' rights under the Agreement; Tax Returns other than those relating solely to the Purchased Assets, Assumed Liabilities, or Business (with income Tax Returns of the Sellers and their Affiliates being Excluded Assets); Excluded Contracts; Chapter 5 causes of action not included among the Purchased Assets; the Retained Receivables set forth on Schedule 2.01(b)(vii); all cash and cash equivalents of the Sellers as of Closing (other than Acquired Deposits); marketable securities, brokerage and investment accounts, cryptocurrencies, letters of credit, surety bond proceeds, and digital assets; and security, utility, lease, customer, earnest money and similar deposits other than the Acquired Deposits.
• The Purchaser may designate any other asset that would otherwise constitute a Purchased Asset as an Excluded Asset at least 10 days prior to the Closing Date.
• Schedule 2.01(b)(vii) identifies the Retained Receivables, which include pre-petition receivables and post-petition receivables tied to bankruptcy, related-party or disputed matters, together with two notes receivable from Bertucci Contracting Company, L.L.C. owing to Crosby Tugs, L.L.C. of approximately $29.9 million and a net approximately $6.1 million due from members and affiliates.
• No Seller may undertake collection efforts with respect to the Retained Receivables that would reasonably be expected to materially and adversely affect the relationship between the Purchaser or the Business and any customer or other commercial relation of the Business.

Assumed and Excluded Liabilities

• The Purchaser assumes no liabilities other than the Assumed Liabilities, which consist of:
  • Liabilities arising after the Effective Time under Assigned Contracts set forth on Schedule 3.09(a), but only to the extent actually assigned, and excluding liabilities arising from pre-Effective Time transactions, breaches, violations of Law, warranty breaches, torts, infringements, or related proceedings;
  • Liabilities arising from the employment of the Transferred Employees after the Effective Time; and
  • All other liabilities arising in connection with the ownership, operation, and use of the Purchased Assets occurring only after the Effective Time and not subject to any pre-existing condition occurring prior to the Effective Time; provided that the Purchaser does not assume liabilities arising out of the Sellers’, or their customers’, use, operation or ownership of the Purchased Assets after the Closing.
• In no event will Assumed Liabilities include any Liabilities for Taxes, other than Property Taxes specifically allocable to Post-Closing Periods that the Purchaser is required to pay pursuant to Section 5.11.
• Excluded Liabilities include, among others: all Environmental Liabilities; liabilities in connection with assets other than the Purchased Assets; liabilities arising from the Sellers' pre-Effective Time ownership, operation, or lease of the Purchased Assets; liabilities from any failure to comply with applicable Law, judgment, or Governmental Order; obligations to current or former shareholders, members, directors, or officers; liabilities under the Assigned Contracts (provided the Purchaser has paid the corresponding Cure Costs in connection with the Closing Payment); Excluded Taxes; all Liens relating to matters arising prior to the Effective Time; Employee Plan liabilities arising at any time prior to Closing; and employment-related liabilities relating to conduct occurring before the Effective Time, irrespective of when they arise, in each case including the employer portion of applicable withholding, payroll and similar Taxes.

Bid Protections

• Break-Up Fee: $2,250,000, representing 3% of the proposed Purchase Price.
• Expense Reimbursement: reasonable, actual, and documented out-of-pocket fees and expenses of the Purchaser (including legal, financial advisory, accounting, vessel survey, environmental, and maritime counsel costs), including fees and expenses related to negotiating the Agreement, preparing to implement the transactions, and investigating and evaluating the Sellers, the Business, the Purchased Assets, the Excluded Assets, the Assumed Liabilities and the Excluded Liabilities, in an amount not to exceed $1,500,000, representing 2% of the proposed Purchase Price.
• The defined "Stalking Horse Bid Protections" under the entered order also include the initial and subsequent overbid requirements and the matching right described under "Overbid" below. The Break-Up Fee sits at the 3% ceiling and the two fees together equal the 5% aggregate ceiling permitted by the Bidding Procedures Order.
• The Stalking Horse Protections constitute allowed superpriority administrative expense claims against the Sellers under sections 105(a), 503(b), and 507(a)(2) of the Bankruptcy Code, with priority over all other administrative expenses of the Sellers, and are not subject to any bar date or requirement to file a request for allowance of an administrative expense claim or proof of claim. They survive termination of the Stalking Horse Agreement and dismissal or conversion of the Chapter 11 Cases to the extent so provided in the Stalking Horse Agreement.
• The entered order approves the Bid Protections in their entirety pursuant to sections 105(a), 363, 503 and 507, provides that the Break-Up Fee and Expense Reimbursement are earned and payable in accordance with the terms of and subject to the conditions set forth in the Stalking Horse Agreement, and authorizes the Debtors to pay them without further order of the Court. Superpriority treatment applies to the extent the fees are payable under the Stalking Horse Agreement.
• The parties acknowledge that the Stalking Horse Protections are not a penalty, but rather liquidated damages in a reasonable amount compensating the Purchaser for efforts and resources expended and opportunities foregone.
• If the Sellers consummate an Alternative Transaction, the Break-Up Fee and Expense Reimbursement are payable in cash concurrently with such Alternative Transaction. The Purchaser is entitled to credit bid the Stalking Horse Protections.
• From execution of the Agreement until approval of the Stalking Horse Protections under the Bid Procedures Order, the Sellers may not solicit, negotiate, enter into, file a motion for approval of, or otherwise engage in development of any other stalking horse with respect to any of the Purchased Assets.
• The Court found that the Debtors demonstrated a compelling and sound business justification for authorizing the Bid Protections and that entry of the order is in the best interests of the Debtors and their estates, creditors, interest holders and all parties in interest; and found the protections fair, reasonable and appropriate; a benefit to the estates and stakeholders and commensurate with the real and material benefits conferred; reasonably tailored to encourage rather than hamper bidding by providing a baseline of value, increasing the likelihood of competitive bidding and facilitating participation by other bidders; a material inducement and necessary condition to the bidder's continued pursuit of the transaction; reasonable in relation to its efforts, the magnitude of the transaction and its lost opportunities; negotiated at arm's length and in good faith within the meaning of section 363(m); consistent with applicable Fifth Circuit law; and reasonable, necessary and consistent with market terms and with bid protections approved by courts in other chapter 11 cases. Absent assurance that the protections are available, the Stalking Horse Bidder is unwilling to remain obligated to consummate the transaction.
• The order, and the claims granted under it in favor of the Stalking Horse Bidder on account of the Break-Up Fee and Expense Reimbursement, bind the Debtors’ estates, including any chapter 7 or chapter 11 trustee or other fiduciary appointed for the estates.

Overbid

• Initial Overbid: any initial overbid in connection with an Alternative Transaction (as defined in the Stalking Horse Agreement) must exceed the Purchase Price, plus the Break-Up Fee, plus the Expense Reimbursement, plus an additional cash increment of $2,500,000.
• Minimum Overbid Increment: at least $1,000,000 for subsequent bids.
• The Purchaser has the right, but not the obligation, to exceed any higher or better bid set forth in an Alternative Transaction.

Good Faith Deposit

• In connection with the submission of its bid under the Bid Procedures Order, the Purchaser shall pay the Sellers a good faith deposit equal to 10% of the Cash Price (approximately $7,500,000) by wire transfer of immediately available funds; if the Agreement is executed after 2:00 p.m. Eastern time, the Deposit is payable no later than the next Business Day.
• The Deposit is held in escrow by Lugenbuhl in a separate interest-bearing account, and at Closing the Purchaser will instruct Lugenbuhl to transfer the Deposit, plus accrued interest, to the Sellers.
• If the Agreement is terminated for any reason set forth in Section 8.01(a) other than Section 8.01(d), the Deposit plus accrued interest is returned to the Purchaser; failure to satisfy any of the Purchaser's closing conditions under Section 7.02 also results in return of the Deposit. If the Sellers terminate under Section 8.01(d), the Sellers are entitled to retain the Deposit plus accrued interest.
• If Closing does not occur by reason of the sole default of the Purchaser, an amount equal to the Deposit constitutes the full, agreed, and liquidated damages and the sole and exclusive remedy for the Purchaser's breach, with all other claims to damages or remedies expressly waived by the Sellers. In no event may the Sellers obtain both specific performance to cause the Closing to occur and monetary damages, including retention of the Deposit.

Cure Costs

• The Closing Payment includes Determined Cure Costs as of the Closing Date up to the $5,000,000 Cure Cost Threshold.
• At Closing, the Sellers will remit the applicable Determined Cure Cost or Asserted Cure Cost to the applicable counterparty of each Assigned Contract; if the Sellers dispute an Asserted Cure Cost, they must either resolve the dispute prior to Closing or pay the Asserted Cure Cost so that the Assigned Contract can be assigned to the Purchaser.
• To the extent aggregate Cure Costs exceed the Cure Cost Threshold, the Sellers are responsible for 100% of such excess until aggregate Cure Costs reach $10,000,000.
• If aggregate Cure Costs exceed $10,000,000, the Purchaser may, in its sole discretion, either (i) agree to assume and pay all or any portion of such excess Cure Costs above $10,000,000, or (ii) terminate the Agreement pursuant to Section 8.01(l).

Assumption and Assignment (Agreement Terms)

• The Sellers will file with the Bankruptcy Court a Cure Notice setting forth all proposed Cure Costs for the Sellers' executory Contracts and unexpired Leases subject to assumption and assignment under section 365, serve such notice on counterparties, and take all other actions reasonably necessary to cause the Assigned Contracts to be assumed and assigned to the Purchaser at Closing. The Sellers and the Purchaser will use commercially reasonable efforts to obtain an order authorizing the assumption and assignment of the Assigned Contracts at Closing.
• At any time prior to Closing, the Purchaser may, by written notice, elect to add Contracts to the list of Assigned Contracts or exclude any Assigned Contracts or Permits and Licenses, which then become Excluded Contracts. There is no adjustment to the Purchase Price as a result of any such exclusion.
• From the date of the Agreement through the Closing Date, the Sellers will not reject any Material Contract or Affiliate Arrangement without the Purchaser's prior consent.
• From and after Closing, the Purchaser is obligated to pay all amounts for services rendered and goods provided under the Assigned Contracts from and after Closing; amounts for services rendered and goods provided prior to Closing are not Assumed Liabilities.
• Where a third-party consent to assignment is required and not obtained prior to Closing, the Sellers will continue to use commercially reasonable efforts to obtain such consent post-Closing and, until obtained, will provide the Purchaser with the benefits and burdens of the Assigned Contract such that the Purchaser controls all aspects of the contract and all interactions with the counterparty, and will not amend, modify, extend, cancel, or terminate the contract without the Purchaser's prior written consent.

Sale Free and Clear (Agreement Covenants)

• The Sellers will seek entry of the Bid Procedures Order (in form and substance acceptable to the Purchaser) and a Transaction Approval Order approving the sale of the Purchased Assets free and clear of Excluded Liabilities and any Liens other than Permitted Encumbrances, in the form attached as Exhibit C (which was not filed with the Agreement) or otherwise acceptable to the Purchaser.
• Upon Closing, the Purchaser will acquire good and valid title to, a valid leasehold interest in, or a valid license to use all of the Purchased Assets, free and clear of Excluded Liabilities and any Liens other than Permitted Encumbrances.
• The Sellers and Purchaser will each promptly take actions reasonably requested by the other to assist in obtaining the Bid Procedures Order and Transaction Approval Order, including furnishing affidavits, documents, or information demonstrating that the Purchaser is a "good faith" purchaser under section 363(m). Nothing in the Agreement negates or limits the requirement of a finding that the Purchaser is entitled to section 363(m) protections. In the event either order is appealed, both parties will use reasonable efforts to defend such appeal.
• The Purchaser may not, without the Sellers' prior written consent, file, join in, or otherwise support any motion or pleading relating to the sale of the Purchased Assets.

Backup Bidder

• If the Purchaser is not selected as the Successful Bidder at the conclusion of the Auction and its bid is the next highest or otherwise best bid, the Purchaser shall serve as the Backup Bidder in accordance with the Bid Procedures Order.
• The Purchaser shall keep its bid open and irrevocable until the earlier of (i) the closing of the Alternative Transaction contemplated by the Successful Bid and (ii) September 30, 2026.
• If the Successful Bidder fails to consummate the transaction on the terms approved by the Bankruptcy Court, the Purchaser, as Backup Bidder, will be deemed the Successful Bidder and obligated to consummate the transaction on the terms set forth in the Agreement, including entry of a Transaction Approval Order not subject to a stay.
• The Purchaser’s obligation to keep its bid open as Backup Bidder runs to September 30, 2026, which falls after the September 15, 2026 Outside Date on which either party may terminate the Agreement (subject to the Purchaser’s election to hold the Closing up to seven days beyond the Outside Date).

Employee Matters

• No later than five days prior to the Closing Date, the Purchaser or its affiliate will extend bona fide written offers of employment to not less than 90% of the Employees actively employed as of the date such offers are made, effective immediately upon Closing and without interruption of service. Employees who accept and commence employment become Transferred Employees.
• Offers must provide base compensation and health, welfare, and retirement benefits substantially comparable in the aggregate to those provided by the Sellers immediately prior to Closing.
• The Purchaser will not terminate any Transferred Employee for 90 days following Closing without complying with applicable WARN Act requirements. The parties acknowledge the transactions constitute a section 363 sale of assets and a "sale of business" for WARN Act purposes; the Sellers are solely responsible for WARN Act compliance for employment actions occurring on or prior to the Closing Date, and the Purchaser for those occurring thereafter.
• The Sellers remain solely responsible for obligations accruing under the Employee Plans, pre-Closing welfare benefit claims, long-term disability claims pending as of the Closing Date, and all COBRA obligations with respect to qualifying events occurring on or before the Closing Date or in connection with the Transactions.
• To the extent requested by the Purchaser, the Sellers will reasonably cooperate in establishing the Purchaser’s benefit plans and payroll systems and will convert each Employee Plan providing self-funded medical benefits to a corresponding fully-insured plan prior to the Closing Date, providing the Purchaser a copy of any such plan on request.
• The Sellers will provide an updated Employee Census no later than 15 Business Days prior to Closing and, no later than five Business Days prior to Closing, a list of all Employees who suffered an "employment loss" in the previous 90 days by work location and termination date.

Covenants Pending Closing

• From the date of the Agreement through Closing, and except as required by applicable Law or Governmental Orders entered in the Chapter 11 Cases, the Sellers will conduct their business in the ordinary course, maintain existing insurance policies relating to the Purchased Assets, refrain from transferring or disposing of Purchased Assets, use commercially reasonable efforts to maintain customer relations and goodwill, and maintain and prosecute registered Intellectual Property included in the Purchased Assets.
• Without the Purchaser's prior written consent, no Seller may, among other restrictions: dispose of or encumber Purchased Assets (other than dispositions of obsolete assets, excluding any Vessel, in the ordinary course with a value of $50,000 or less); dispose of or encumber material Intellectual Property or disclose material trade secrets; merge, consolidate, or make acquisitions; enter a new line of business or materially change the conduct of the Business; modify Employee Plans or compensation arrangements, or hire, fire, or transfer employees; announce or effectuate any mass layoff or plant closing; enter into or modify Collective Bargaining Agreements; compromise material debts or claims or settle any Action; amend organizational documents; incur Liens other than Permitted Encumbrances; amend or terminate Assigned Contracts or Leases; modify Affiliate Arrangements; fail to maintain the Real Property; declare non-cash dividends or distributions; change accounting methods; make or change Tax elections; or fail to manage its customer base, properties, or working capital in the ordinary course.
• The Sellers will provide the Purchaser and its Representatives with reasonable access to personnel, properties, books and records, subject to applicable Law and preservation of attorney-client privilege.
• Credit Support: the Purchaser will replace, no later than the Closing Date, all Specified Support Obligations with Replacement Support Obligations such that the applicable Sellers and providers are fully and unconditionally released. For any Specified Support Obligation not replaced at Closing, each Seller will use commercially reasonable efforts to maintain it in effect and the Purchaser will reimburse the applicable Seller for amounts actually paid at Closing. Before entering into or obtaining any Specified Support Obligation after the date of the Agreement, the Sellers must notify the Purchaser and give it a reasonable opportunity to review and comment on the related contracts and the underlying commercial contract. At least 14 days prior to the Closing Date, the Sellers will provide a true and correct list of all Specified Support Obligations then outstanding or expected to be outstanding as of the Closing Date, together with all related documentation.
• Both parties will use commercially reasonable efforts to obtain all necessary governmental authorizations, consents, orders and approvals, and will not enter into any timing agreement with any Governmental Authority without the other party's written consent.
• Personal Information contained in the Sellers’ books and records that the Purchaser accesses or acquires may, before Closing, be used solely for purposes relating to the Transactions, and must be returned to the Sellers if the Closing does not occur.

Closing and Conditions

• The Closing will take place at Lugenbuhl's offices at 601 Poydras Street, Suite 2775, New Orleans, Louisiana 70130, at 10:00 a.m. Central time on the third Business Day following satisfaction or waiver of the closing conditions, or at such other time or place as the parties mutually agree. The Purchaser may elect, upon written notice, to hold the Closing for not longer than seven days beyond the Outside Date to the extent reasonably necessary.
• Seller closing deliveries include a certified copy of the Transaction Approval Order; required third-party, governmental and regulatory consents; all Transfer Documents (including a Bill of Sale, a Coast Guard form CG-1340 bill of sale for each Vessel, and special warranty deeds and transfer instruments for Owned Real Property); title affidavits with gap indemnification; certified governing-body and equityholder resolutions; incumbency certificates and good standing certificates dated not more than ten days prior; an officer’s certificate confirming satisfaction of the conditions in Section 7.02(a) (the Sellers’ representations, warranties and covenants); a receipt for the Closing Payment; IRS Forms W-9; and, to the extent in the Sellers’ possession and reasonably producible, Vessel maintenance and dry dock records, drawings, diagrams, and blueprints.
• Purchaser closing deliveries include the Closing Payment by wire transfer of immediately available funds, the Deposit plus accrued interest, and an officer’s certificate confirming satisfaction of the conditions in Section 7.01(a) (the Purchaser’s representations, warranties and covenants).
• Conditions to the Sellers' obligations include the accuracy of the Purchaser's representations and warranties (subject to a Purchaser Material Adverse Effect qualifier), material compliance with covenants, expiration or termination of applicable waiting periods and receipt of required approvals, the absence of any Law or Governmental Order making the Transactions illegal, and entry of the Transaction Approval Order not subject to a stay.
• Conditions to the Purchaser's obligations include the accuracy of the Sellers' representations and warranties (with heightened standards for Sections 3.01, 3.13 and 3.14(a)), material compliance with covenants, expiration or termination of applicable waiting periods and receipt of required approvals, the absence of any prohibitory Law or Governmental Order, entry of both the Bid Procedures Order and the Transaction Approval Order as Final Orders, and the absence of a continuing Material Adverse Effect.
• Within 30 days of Closing, the Purchaser will provide certificates of documentation evidencing the documentation of any Vessels in the name of the Purchaser or an applicable Affiliate or assignee.

Representations and Warranties

• Each Seller represents that it is a duly organized Louisiana limited liability company in good standing with all necessary authority, subject to Bankruptcy Court approval, and that each Seller and any Affiliate owning a Vessel is a "citizen of the United States" within the meaning of 46 U.S.C. § 50501 for purposes of operating vessels in the U.S. Coastwise Trade.
• The Sellers represent that no Material Adverse Effect has occurred since the Petition Date and that they have conducted the Business in the ordinary course in all material respects since the Petition Date. Schedule 3.15(a) sets forth unaudited financial statements as of year-end 2025, updated through June 30, 2026, prepared from the Sellers' books and records in accordance with GAAP.
• Vessel representations include that, to the extent required by Law and except as set forth on Schedule 3.23, each Vessel engaged in the U.S. Coastwise Trade satisfies coastwise documentation requirements, has not lost its coastwise trade privileges under 46 U.S.C. § 12132, and is duly documented under U.S. flag with a coastwise trade endorsement; that each Vessel holds a valid, current and unextended U.S. Coast Guard Inspection Certificate and other required authorizations (including Certificates of Financial Responsibility (Water Pollution)), subject to ordinary-course renewals, with no outstanding CG-835 certificates or Captain of the Port orders; that each Vessel with a certificate of class is in class with no outstanding recommendations; and, other than the Non-Operational Vessels, that each Vessel is equipped with the machinery and appurtenances necessary for ordinary-course operation and has not been grounded, stranded or suffered other casualty since its last drydocking or underwater survey. Schedule 3.23(b) discloses that the Capt. John and the Crosby Commodore are Mexican-flagged and do not have coastwise trade privileges or a coastwise trade endorsement.
• Except for the Chapter 11 Cases and as disclosed on Schedule 3.04, the Sellers represent there is no material Action pending or threatened relating to the Purchased Assets, Assumed Liabilities or Business, and no material Governmental Order outstanding. Schedule 3.04 discloses an extensive litigation docket, including merchant cash advance collection actions, maritime personal injury claims, vendor collection suits and adversary proceedings.
• Employment and labor representations include that the Sellers are not party to, bound by, or negotiating any Collective Bargaining Agreement, no employees are represented by a Union, there are no pending or threatened representation proceedings, there have been no strikes, work stoppages, lockouts, material grievances or union organizing activities in the past three years, no consent of or bargaining with any Union is required as a result of the Transactions, no “mass layoff” or “plant closing” has been implemented in the past three years, and no employees are involuntarily on temporary layoff or working hours reduced by 50% or more.
• Government contract representations include that neither the Sellers nor their Principals have been suspended, debarred, declared ineligible or determined non-responsible in the past five years; that no termination for convenience or default, cure or show cause notice, claim, request for equitable adjustment, disallowance or similar action is in effect; that there have been no qui tam or False Claims Act matters; that no mandatory or voluntary disclosures have been required; and that the Sellers hold no facility security clearance.
• Under the full-disclosure representation, the Agreement (including the Schedules) and the Sellers’ officer’s certificate do not contain any representation, warranty or information that is false or misleading with respect to any material fact, and do not omit any material fact necessary to make the representations, warranties and information not false or misleading.
• Except for the Investment Banker, whose fees and expenses are the sole responsibility of the Sellers, no broker, finder, or investment banker is entitled to any fee based on arrangements made by the Sellers. The Purchaser makes a corresponding representation that no broker is entitled to a fee based on its arrangements.
• The Purchased Assets are being sold on an "AS IS," "WHERE IS" basis with "ALL FAULTS," and, except as set forth in Article III, the officer's certificate, and any warranties of title in a bill of sale, the Sellers disclaim all other representations and warranties, express or implied, including as to seaworthiness, merchantability, fitness for a particular purpose, the Purchaser's post-Closing operation of the Business, and the probable success or profitability of the Business.
• The Purchaser represents that it is a duly formed Delaware limited liability company, has the financial capabilities to consummate the transactions, is a "Citizen of the United States" within the meaning of 46 C.F.R. § 221.3(c), and has conducted its own independent investigation of the Business while relying on the Sellers to disclose and provide copies of all contracts with respect to the Purchased Assets.
• The representations, warranties and covenants (other than covenants contemplating performance at or following Closing) terminate at the Closing, and no party may thereafter assert any claim for breach thereof, subject to Section 8.02. Notwithstanding that general non-survival rule, Section 3.10 states that the environmental representations and warranties survive the Closing until the expiration of any applicable statute of limitations.

Selected Disclosure Schedule Items

• Schedule 3.03 (Government Consents and Approvals) identifies transfer constraints on key operating authorizations: the Louisiana Heavy Construction License held by Crosby Dredging, LLC is stated to be non-transferable; the LDEQ vessel cleaning/repair, fleeting and shipyards discharge permit requires a transfer request no later than 45 days after a change in ownership or operator; the LDEQ Class I sanitary discharge general permit requires a Name/Ownership/Operator Change form with a copy of the transfer agreement attached; and the LDEQ Radioactive Material License requires approval from the Nuclear Energy Division.
• Schedule 3.08 (Taxes) discloses substantial unpaid tax obligations, including multi-year Louisiana withholding tax assessments, federal Form 941 and Form 720 excise tax amounts, and parish property taxes across Lafourche, Terrebonne, Plaquemines, Calcasieu, St. Mary, Cameron and Harris counties/parishes. Excluded Taxes remain Excluded Liabilities under the Agreement.
• Schedule 3.09(c) discloses that Luhr Crosby, LLC is in material default under its Master Time Charter Agreement on account of releasing Crosby Tugs’ vessels in March 2026.
• Schedule 3.15(a) attaches the reviewed consolidated financial statements of Crosby Enterprises, L.L.C. and Subsidiaries for the year ended December 31, 2025, together with a summary financial overview through June 30, 2026. The independent accountant’s review report contains a going-concern explanatory paragraph.
• Schedule 2.02(a) (Assumed Liabilities) and Schedule 3.01(c) (Ownership Exceptions) are each listed as “None,” as are Schedules 3.05 (Compliance with Laws), 3.07 (Permits and Licenses; Exceptions), 3.10 (Environmental Matters) and 3.16 (Affiliate Arrangements).

Releases

• As of Closing, each Seller, on behalf of itself and the Seller Releasing Parties, irrevocably waives, releases and discharges the Purchaser Released Parties from all Released Claims — including avoidance actions and other liabilities of every kind, whether known or unknown, based on facts, circumstances or occurrences existing in whole or in part prior to Closing — and covenants not to assert any such claims. The Purchaser, on behalf of itself and the Purchaser Releasing Parties, grants a reciprocal release to the Seller Released Parties.
• Each party represents that it has not assigned or transferred, and may not assign or transfer, any interest in any Released Claim, and each expressly waives the benefits of Section 1542 of the California Civil Code and any analogous law limiting the effect of a release with respect to unknown claims.
• The waivers and releases are stated to be an essential and material term of the Agreement, to be relied upon by the Seller Released Parties and the Purchaser Released Parties, and to grant those parties express third-party beneficiary rights to enforce Section 5.13.
• The releases do not extend to any claim (i) arising under or relating to the Agreement, including any breach thereof, or (ii) primarily arising as a result of fraud (other than fraudulent transfer liability) as finally determined by a court of competent jurisdiction.
• To the CRO's Knowledge, the Sellers are not aware of any actual, pending, threatened, or potential Released Claims against the Purchaser Released Parties, and the Purchaser is not aware of any such claims against the Seller Released Parties.

Termination

• The Agreement may be terminated prior to Closing:
  • By either party if the Bankruptcy Court does not enter an order approving the Stalking Horse Protections in form and substance acceptable to the Purchaser by August 5, 2026, or the Transaction Approval Order by September 4, 2026; provided that a party may not terminate on this basis if the failure to obtain the order by that date was primarily caused by its own breach of its obligations, covenants, representations or warranties;
  • By either party if the Closing has not occurred on or before September 15, 2026 (the Outside Date), subject to the same proviso that the terminating party’s own breach was not the primary cause; or if a Governmental Order permanently restraining, enjoining or prohibiting the Transactions becomes final and non-appealable;
  • By the non-breaching party upon an uncured breach giving rise to the failure of an Article VII condition, subject to a 20-day cure period following written notice (or the Outside Date, if earlier);
  • By the Purchaser if (i) it is not the Successful Bidder after any Auction, (ii) any Seller enters into an agreement with a party other than the Purchaser with respect to an Alternative Transaction, (iii) the Bankruptcy Court approves an Alternative Transaction, or (iv) any Seller seeks approval of or consummates a plan that does not provide for the transfer of the Purchased Assets to the Purchaser in a form and manner acceptable to it; the Backup Bidder exception applies only to clauses (i) through (iii);
  • By the Purchaser if any of the Chapter 11 Cases are dismissed or converted to Chapter 7, or a trustee or examiner is appointed; if any Seller defaults beyond applicable grace and cure periods under any DIP financing order (including any loan documents approved thereunder) or cash collateral order, including any milestones; or if any Seller withdraws or seeks to withdraw a notice or motion to approve the Stalking Horse Protections;
  • By either party if the Sellers have made a Fiduciary Out Determination (a good-faith determination by a Seller’s governing body, on the advice of external counsel, that continued performance or failure to pursue an Alternative Transaction would be inconsistent with its fiduciary duties under applicable Law); by written consent of both parties; or by the Purchaser pursuant to the Cure Cost provisions of Section 2.06(c).
• Timing note: the order approving the Stalking Horse Protections was entered on August 6, 2026 [ECF Doc. 774], one day after the August 5, 2026 date specified in the first termination trigger above. Nothing in the entered order addresses that date, and the record reviewed does not reflect any waiver or extension.
• Any termination is effective upon delivery of written notice. Upon termination, the Agreement becomes void with no liability on any party except with respect to (a) the Stalking Horse Protections, which remain payable upon consummation of an Alternative Transaction notwithstanding prior termination unless the termination was pursuant to Section 8.01(d); (b) Section 2.06(b) and Article X; and (c) liability for any willful and intentional breach occurring prior to termination.

Post-Closing Arrangements

• Wrong-pockets provisions require the transfer of any misallocated Purchased Assets, Assumed Liabilities, Excluded Assets, or Excluded Liabilities to the appropriate party for no additional consideration, and the forwarding of any third-party payments received in respect of the other party's assets or liabilities within 10 Business Days of receipt.
• Each party will retain Tax Documents relating to the Purchased Assets or the Business until the later of expiration of the applicable statute of limitations (without regard to extensions) or six years following the due date for the relevant Tax Returns. Before either party disposes of Tax Documents after that period, the other party must be given 90 days’ prior written notice and the opportunity to remove and retain them at its own expense (or, if removal is impractical, a reasonable opportunity to copy them at its own expense). If the Sellers are liquidated or cease to be a going concern before that period expires, the Sellers will offer the Purchaser the same opportunity on 90 days’ prior written notice (or such shorter notice as practicable), after which the Sellers may dispose of documents not removed.
• Property Taxes for any Straddle Period are prorated between the Sellers and the Purchaser on a per diem basis as of 11:59 p.m. Central time on the Closing Date, with reimbursement between the parties as applicable. Prior to the Closing Date, the Sellers will complete and file all Tax Returns associated with Property Taxes relating to the Purchased Assets that are due on or prior to Closing.

Objection Procedures

• Pursuant to paragraph 11 of the Bidding Procedures Order, any objection to the designation of Breakwater Buyer, LLC as Stalking Horse Bidder or to its Bid Protections was required to be filed no later than July 31, 2026. The Court entered the order approving the designation and Bid Protections on August 6, 2026 [ECF Doc. 774].
• The Court found that the Stalking Horse Notice satisfies the requirements of the Bidding Procedures Order for selection of the Stalking Horse Bid and provision of the Stalking Horse Bid Protections; that notice was appropriate, reasonably calculated to provide all interested parties with timely and proper notice in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Bidding Procedures Order, and adequate and sufficient such that no other or further notice is required; and that a reasonable opportunity to be heard was afforded to all interested persons and entities. The failure to describe specifically or include any provision of the Stalking Horse Agreement or related documents in the Stalking Horse Notice or in the order does not diminish or impair the effectiveness of that provision.

General Provisions

• Governing Law: Delaware law and, to the extent applicable, the Bankruptcy Code. The Bankruptcy Court is the exclusive forum for enforcement; if it determines it lacks subject matter jurisdiction, actions will be heard in the U.S. District Court for the District of Delaware or Delaware state courts located in that district.
• Each party waives, to the fullest extent permitted by applicable Law, any right to a trial by jury in litigation arising out of, under or in connection with the Agreement or the Transactions.
• Except as otherwise specified (including with respect to the Stalking Horse Protections), each party bears its own costs and expenses, including fees of counsel, investment bankers, and accountants, whether or not the Closing occurs.
• The Purchaser and its Affiliates or agents may deduct and withhold from amounts otherwise payable under the Agreement such amounts as are required under applicable law, using commercially reasonable efforts to provide the Sellers at least five days’ advance notice (other than withholding arising from a Seller’s failure to provide a valid IRS Form W-9); amounts withheld are treated as having been paid to the Person in respect of which the deduction was made.
• The Agreement may not be assigned without the express written consent of both parties, provided that the Purchaser may assign its rights, interests and obligations to any Affiliate or to its lenders for collateral security purposes, without release of the Purchaser's obligations.
• No public announcement or press release regarding the Agreement or the Transactions may be made without the other parties' prior written consent, except as required by Law or in filings in the Bankruptcy Court or with the U.S. Bankruptcy Administrator.
• The parties are entitled to seek specific performance without bond or other security, in addition to other available remedies; however, the Sellers may not obtain both specific performance to cause the Closing and monetary damages, including retention of the Deposit.
• No Recourse: claims relating to the Agreement may be made only against the Persons expressly identified as parties, and each party waives and releases all such liabilities and claims against Non-Party Affiliates. The Agreement confers no third-party beneficiary rights except as otherwise set forth therein, including the express third-party beneficiary rights granted to the Seller Released Parties and Purchaser Released Parties under Section 5.13.

Part III — Sale to JMB Capital Partners Lending, LLC (Bertucci's Luhr Crosby Interest)

Parties and Acquired Interests

• Seller: Bertucci Contracting Company, L.L.C., a Louisiana limited liability company and one of the jointly administered Debtors (Case No. 26-10681, jointly administered under Case No. 26-10678), signed by Lawrence Perkins, Chief Restructuring Officer. Subject Company: Luhr Crosby, LLC, a Delaware limited liability company.
• The Acquired Interests consist of Bertucci Contracting Company, L.L.C.'s 49.99% of the issued and outstanding membership interests or units in Luhr Crosby, LLC.
• The Acquired Interests are owned by Seller free and clear of liens, charges, encumbrances, security interests, restrictions or claims other than (a) those set forth on Schedule 3.07(a), (b) the Subject Company's Organizational Documents (provided that any transfer restrictions are waived or complied with at or prior to Closing), and (c) generally applicable state or federal securities law transfer restrictions (the "Equity Permitted Encumbrances").
  • Schedule 3.07(a) discloses a senior, first-priority lien and security interest under the DIP Order [ECF Doc. 284] and DIP Credit Agreement in favor of JMB, and a senior lien and security interest under the Second Amended and Restated Commercial Business Loan Agreement dated October 28, 2022 (and related Loan Documents and a Forbearance Agreement), in favor of JMB as assignee of Hancock Whitney Bank.
• Assumed Liabilities: Schedule 2.01 lists no Assumed Liabilities ("None").
• The designation and Bid Protections were approved by order entered August 6, 2026 [ECF Doc. 778], granting the Debtors' expedited motion [ECF Doc. 722] filed on the JMB Stalking Horse Notice [ECF Doc. 721], following the records of the July 17, 2026 and August 4, 2026 hearings. The order approves the designation and deems JMB a Qualified Bidder and its bid a Qualified Bid for all purposes under the Bidding Procedures Order; paragraph 5 of the order refers to the JMB Stalking Horse Agreement as "the Backstop Bid" while the balance of the order uses "Stalking Horse Bid." That terminology follows the ROFR Order, which modified the Bidding Procedures Order to provide that any designated stalking horse for the Bertucci Interest will not serve as an initial bidder but will provide a guaranteed back-stop amount, whether cash or credit bid, if no one bids on the asset.
• The Court found that JMB is not an "insider" or "affiliate" of the Debtors within the meaning of section 101 of the Bankruptcy Code, that no common identity of incorporators, directors, or controlling stockholders exists between JMB and the Debtors, and that the Bid Protections were negotiated at arm's length and in good faith within the meaning of section 363(m).
• The Court found that the JMB Stalking Horse Bid represents the highest and otherwise best binding offer the Debtors have received to date to purchase the Acquired Interests, that it provides a floor for a marketing and auction process, that without it the Debtors are at significant risk of realizing a lower price, that JMB's contributions indisputably provided a substantial benefit to the Debtors, their estates and creditors, and that the Debtors demonstrated a compelling and sound business justification for authorizing the Bid Protections.
• All rights of JMB and Luhr Bros. remain subject to Luhr Bros.' right of first refusal under the Operating Agreement and the ROFR Order; to the extent of any conflict between the ROFR Order and the Bidding Procedures, the ROFR Order controls, and to the extent of any conflict between the JMB Stalking Horse Agreement and the entered order, the order controls.

Stalking Horse Bid

• Purchase Price: $70,000,000, satisfied as follows:
  • First, on a dollar-for-dollar basis, by a credit bid under section 363(k) of the Bankruptcy Code in an amount equal to the lesser of (A) all DIP Obligations outstanding as of the Closing Date (including all costs, fees, expenses, interest, premiums and other amounts under the DIP Financing Agreement) and (B) DIP Obligations in an amount equal to the Purchase Price (the "Credit Bid Amount"); and
  • Second, solely to the extent applicable, cash equal to the Purchase Price minus the Credit Bid Amount (the "Cash Purchase Price"); plus
  • Buyer's assumption of the Assumed Liabilities.
• The Transaction Approval Order is to approve Buyer's credit bid under section 363(k) with respect to the DIP Obligations, and to authorize and approve, pursuant to sections 105, 363 and 365, the sale of the Acquired Interests free and clear of all liens, liabilities, claims and interests of any kind, including all claims arising under any theory of successor or transferee liability, de facto merger, substantial continuity or similar theories, whether arising by statute, common law or equity, known or unknown, and whether arising before or after commencement of the Chapter 11 Case.
• The Transaction Approval Order is also to find that Buyer is a "good faith" purchaser within the meaning of section 363(m); that Buyer is not a successor to Seller or its estate by reason of any theory of law or equity and will not assume or be responsible for any liability of Seller or the Subject Company other than the Assumed Liabilities; that all anti-assignment provisions in any acquired contracts are unenforceable with respect to the transaction; that the assumption and assignment or rejection of Contracts under section 365 is approved; and that the order is binding upon and inures to the benefit of any trustee subsequently appointed in the Chapter 11 Case or upon conversion to chapter 7.
  • The Agreement contemplated that this section 365 finding would extend to the Luhr Crosby LLC Agreement "as applicable." That is now inconsistent with the ROFR Order, which holds that the Operating Agreement is not an executory contract and therefore cannot be assumed and assigned under section 365(f).
• Notwithstanding anything in the Agreement or the Bidding Procedures Order to the contrary, Buyer is not required to make any good faith or similar deposit.
• Buyer may designate one or more of its Affiliates to purchase specified Acquired Interests and assume any applicable Assumed Liabilities (each, a "Designated Buyer") on not less than three business days' written notice, provided that no designation releases Buyer from its obligations, impedes or delays the Closing or requires additional Consent, and Buyer remains jointly and severally liable with any Designated Buyer.
• After the Closing Date, Buyer will prepare and deliver to Seller an allocation of the Purchase Price (and any other items properly taken into account for Tax purposes) among the Acquired Interests and any other relevant rights or assets in accordance with Section 1060 of the Tax Code and the Treasury Regulations thereunder, and neither party may (or may permit its Affiliates to) take any inconsistent position for tax purposes except as required by a "determination" within the meaning of Section 1313 of the Tax Code.
• The Debtors are authorized under sections 105(a) and 363(b) to enter into and perform under the JMB Stalking Horse Agreement with respect to the Bid Protections and related termination provisions; the agreement is binding and enforceable on the estates and the parties in accordance with and subject to its terms, including as they relate to the Stalking Horse Bidding Procedures and related termination provisions, and subject to entry of the Sale Order.

Successful Bid Designation and Cancellation of Auction

• Prior to the Bid Deadline lapsing on August 7, 2026, the Debtors received a Bid from JMB for the Acquired Interests in the amount of $70,000,001.00, on substantially the same terms and conditions as the JMB Stalking Horse Agreement other than the $1.00 increase in Purchase Price, which the Debtors determined to be a Qualified Bid (the "JMB Qualified Bid"). The Debtors received no other Qualified Bids for the Acquired Interests.
• Pursuant to section XII of the Bidding Procedures and after consultation with the Consultation Parties, the Debtors determined the JMB Qualified Bid to be the highest and best offer for the Acquired Interests and, pursuant to section IX, designated it as the Successful Bid, filing the Notice of Successful Bid and Cancellation of Auction on August 11, 2026 [ECF Doc. 803] with the JMB Qualified Bid attached as Exhibit A. The Debtors will pursue entry of the Sale Order approving a Sale of the Acquired Interests to JMB in conformance with the JMB Stalking Horse Agreement and the JMB Stalking Horse Order.
• The Auction is cancelled with respect to the Acquired Interests only. The Debtors intend to continue the Sale and Auction processes with respect to all other Assets in conformance with the Bidding Procedures Order and the Bidding Procedures.
• Because the ROFR Order provides that the Debtors' identification of the Successful Bid for the Bertucci Interest, with or without an Auction, triggers Luhr Bros.' right of first refusal, the August 11, 2026 designation is the triggering event under that Order. The Notice of Successful Bid states that the JMB Stalking Horse Order does not amend or alter that determination.
• Terms of the JMB Qualified Bid (transmitted by letter dated August 7, 2026 from Robert M. Hirsh of Norton Rose Fulbright US LLP and acknowledged by Vikas Tandon, Chief Investment Officer of JMB):
  • Purchase Price of $70,000,001, satisfied first by a section 363(k) credit bid equal to the lesser of all DIP Obligations outstanding as of the Closing Date (including costs, fees, expenses, interest, premiums and other amounts under the DIP Credit Agreement) and DIP Obligations equal to the Purchase Price, and second, solely to the extent applicable, by cash equal to the Purchase Price minus the Credit Bid Amount; JMB expressly reserves the right to increase the Purchase Price in its sole discretion at any time before or during the Auction for the Acquired Interest;
  • Acquired Interest: the Bertucci Membership Interest. Assumed Liabilities: same as the JMB Stalking Horse Agreement. Executory contracts and cure costs: not applicable;
  • "As is, where is," with JMB acknowledging that it conducted its own independent investigation and is not relying on Seller's representations and warranties, and confirming that the transaction is not subject to any financing or diligence-related contingencies or conditions;
  • Implementation through a membership interest purchase agreement, which may be, in JMB's discretion, the JMB Stalking Horse Agreement or one or more amendments thereof; the submission is without prejudice to the parties' respective rights to negotiate definitive documentation in form and substance acceptable to both;
  • The parties to use commercially reasonable or reasonable best efforts, as applicable, to obtain entry of a Sale Order on or before Monday, August 31, 2026, in form and substance acceptable to JMB and Seller and including findings that JMB is a "good faith" purchaser under section 363(m) and is not a successor to Seller or its estate by reason of any theory of law or equity and will not assume or be responsible for any liability of Seller other than the Assumed Liabilities; and Closing to occur as soon as practicable thereafter and in any event no later than September 3, 2026;
  • Execution in counterparts, including by DocuSign, PDF or other electronic means, with the parties agreeing that the offer may be executed by electronic signature and will not be denied legal effect on that ground; and
  • Reservation of all of JMB's rights in respect of the Bidding Procedures Order, the Acquired Interest, the Debtors and their assets, the JMB Stalking Horse Order and Agreement, and the DIP Order and DIP Documents.
• Timing note: the JMB Qualified Bid contemplates Closing no later than September 3, 2026, which is earlier than both the September 30, 2026 Outside Date in the JMB Stalking Horse Agreement and the September 12, 2026 outside closing date under the Bidding Procedures. The record reviewed does not reflect an amendment to the JMB Stalking Horse Agreement reconciling those dates.

Bid Protections

• Back-Up Fee: $2,100,000, representing 3% of the proposed Purchase Price. The entered order provides that wherever the term "Break-Up Fee" appears in the JMB Stalking Horse Agreement, it is replaced by "Back-Up Fee"; notwithstanding that change, the Bid Protections remain payable as provided in the Agreement and the ROFR Order.
• Expense Reimbursement: reasonable, actual and documented out-of-pocket costs, expenses and fees incurred by Buyer and its Affiliates and owed to third parties in connection with evaluating, negotiating, documenting and performing the transaction (including financial advisors, outside legal counsel, accountants, experts and consultants), in an amount not to exceed $700,000, representing 1.0% of the proposed Purchase Price.
• The right, but not the obligation, for JMB to exceed any higher or better bid as set forth in an Alternative Transaction — except that JMB has no right to exceed any bid in an Alternative Transaction with Luhr Bros. that consists of an exercise of the ROFR.
• The Bid Protections are approved in their entirety pursuant to sections 105(a), 363, 503 and 507, as limited by the ROFR Order. The Back-Up Fee and Expense Reimbursement are earned and payable to JMB in accordance with the terms of and subject to the conditions set forth in the JMB Stalking Horse Agreement, and subject to the rights afforded to Luhr Bros. under the Operating Agreement as articulated in the ROFR Order; the Debtors are authorized to pay them without further order of the Court, subject to the restrictions applicable to Luhr Bros. under the ROFR Order.
• Under the Agreement, the Bid Protections are payable within seven business days of the occurrence of a Fee Event and constitute an allowed administrative expense claim under sections 503(b) and 507(a)(2), with priority over administrative expenses of the kind specified in sections 503(b) and 507(b) and over any administrative expenses or other claims arising under sections 105, 326, 327, 328, 330, 331, 361, 362, 363, 364, 365, 503(b), 506(c), 507(a), 507(b), 726, 1113 or 1114 or otherwise, subject to any professional fee carve-out in any applicable debtor-in-possession or cash collateral order. The entered order allows them, to the extent payable under the Agreement and the ROFR Order, as superpriority administrative expense claims under sections 105(a), 503(b) and 507(a)(2) with priority over all other administrative expenses of the Debtors.
  • "Fee Event" means (a) the consummation of an Alternative Transaction or (b) Seller's consummation of a plan of reorganization or liquidation that does not provide for Buyer's acquisition of the "Acquired Assets" (the Agreement uses that undefined term in the Fee Event definition; "Acquired Interests" is the term defined and used throughout the rest of the Agreement).
  • The fees are not subject to any bar date or any requirement to file a request for allowance of an administrative expense claim or proof of claim, and survive termination of the JMB Stalking Horse Agreement and dismissal or conversion of the Chapter 11 Cases to the extent provided in that agreement.
  • If the Bid Protections become payable, Buyer may credit bid any amounts owing on account of the Bid Protections at any auction conducted pursuant to the Bidding Procedures Order or in any sale of the Acquired Interests or any other assets of Seller.
  • If JMB submits any subsequent bid at the Auction, that bid will, solely for purposes of comparing bids and determining the highest or otherwise best bid, be deemed to include the amount of the approved Bid Protections, and JMB may credit such amounts against any increase in its bid.
  • Seller acknowledges that the Bid Protections are an integral part of the transaction, that Buyer would not have entered into the Agreement absent Seller's obligation to pay them, that Buyer's entry into the Agreement benefits Seller by enhancing its ability to maximize the value of its assets for creditors, and that the Bid Protections are reasonable in relation to Buyer's efforts and lost opportunities.
• The Court found the protections fair, reasonable and appropriate; actual and necessary costs of preserving the estates under section 503(b); commensurate with the real and material benefits conferred by JMB; reasonably tailored to encourage rather than hamper bidding; a material inducement and condition necessary to ensure JMB continues to pursue the transaction; reasonable in relation to JMB's efforts, the magnitude of the transaction and its lost opportunities; and consistent with market terms and applicable Fifth Circuit law, subject to the rights and privileges accorded Luhr Bros. under the Operating Agreement as provided in the ROFR Order. Absent assurance that the protections are available, JMB is unwilling to remain obligated to consummate the transaction or otherwise be bound by the Agreement.
• The order and the claims granted thereunder in favor of JMB on account of the Back-Up Fee and Expense Reimbursement bind the Debtors' estates, including any chapter 7 or chapter 11 trustee or other fiduciary appointed for the estates.
• Neither the order, the Break-Up Fee, nor the Expense Reimbursement is intended to impact the "Due to/Due from" analysis as between the Bertucci estate and any of the other administratively consolidated estates. (The order retains the term "Break-Up Fee" in this provision notwithstanding the terminology change above.)
• The parties may not amend the Purchase Price or the Bid Protections, or make any other changes to the Agreement that are materially adverse to the Debtors or contrary to Luhr Bros.' rights under the Operating Agreement and the ROFR Order, absent further order of the Court.

Overbid

• Any initial overbid in connection with an Alternative Transaction must exceed the Purchase Price, plus (a) the Back-Up Fee ($2,100,000), (b) the Expense Reimbursement (not to exceed $700,000), and (c) an additional cash increment of $500,000.
• The overbid requirement does not apply to Luhr Bros. if Luhr Bros. is exercising its ROFR under section 10.07 of the Operating Agreement as provided in the ROFR Order.
• JMB has the right, but not the obligation, to exceed any higher or better bid set forth in an Alternative Transaction, except that it has no right to exceed a Luhr Bros. bid consisting of a ROFR exercise.

Right of First Refusal

• The ROFR Order [ECF Doc. 709], entered July 28, 2026, preserves Luhr Bros.' right of first refusal under section 10.07 of the Operating Agreement and controls over the Bidding Procedures in the event of conflict. Its findings: the Operating Agreement is not an executory contract and so cannot be assumed and assigned under section 365(f); Luhr Bros. need not participate in the bidding process to have the opportunity to purchase the Bertucci Interest; only after the highest and best offer is determined do the parties' respective rights and obligations under the ROFR come into play; and the Debtors' identification of the Successful Bid for the Bertucci Interest, with or without an Auction, triggers the ROFR. The ROFR Order also modified the Bidding Procedures Order to provide that any designated stalking horse for the Bertucci Interest will not serve as an initial bidder but will provide a guaranteed back-stop amount, whether cash or credit bid, if no one bids on the asset.
• The Debtors designated the JMB Qualified Bid as the Successful Bid for the Acquired Interests by notice filed August 11, 2026 [ECF Doc. 803], which under the ROFR Order is the event triggering Luhr Bros.' ROFR.
• Notwithstanding the ROFR Order's statement that the designated stalking horse will be paid a "backstop fee" in the amount of the Bid Protections, the amount and nature of the Bid Protections payable to JMB as Stalking Horse Bidder are as set forth in the August 6, 2026 order, and Luhr Bros. is not required or obligated to pay the "backstop fee" or the JMB Stalking Horse Bid Protections if it exercises its ROFR.
• The August 6, 2026 order does not alter or amend the findings and judgments in the ROFR Order, and its entry does not waive, impair or alter the Debtors' rights to appeal or seek reconsideration of the ROFR Order.

Closing

• Closing will be held at Lugenbuhl's office, 601 Poydras Street, Suite 2775, New Orleans, Louisiana, at 10:00 a.m. Central time on the third business day following satisfaction or waiver of the closing conditions, or at such other place, time or date as Seller and Buyer mutually agree in writing. Under the JMB Qualified Bid, Closing is to occur no later than September 3, 2026.
• Seller deliverables include a true copy of the Transaction Approval Order as entered, certified by the Clerk of the Bankruptcy Court; copies of all third party, governmental and regulatory consents, approvals, releases, terminations and filings required to transfer the Acquired Interests; certified resolutions of Seller's manager(s) or similar governing body and of its equity holders; an incumbency certificate; a certificate of good standing dated not more than ten days prior to the date of the Agreement (as drafted, the Agreement measures both parties' good-standing certificates and incumbency certificates from "the date hereof" rather than the Closing Date); a certificate of a duly authorized officer as to the Article III representations; and such other documents as Buyer or its counsel may reasonably request.
• Buyer deliverables include the Cash Purchase Price, if any, by wire transfer of immediately available funds; documentation of the Credit Bid Amount in form and substance reasonably acceptable to Seller; a certificate of a duly authorized officer as to the Article IV representations; certified resolutions of Buyer's board or similar governing body and of its equity holders; an incumbency certificate; a certificate of good standing dated not more than ten days prior; Adequate Assurance of Buyer's ability to timely perform, pay and discharge all Assumed Liabilities; and such other documents as Seller or its counsel may reasonably request.
  • Adequate Assurance may include audited and/or pro forma financial statements demonstrating sufficient capitalization and liquidity; evidence of committed financing sufficient to satisfy the Assumed Liabilities as they become due; a solvency certificate from a responsible financial officer of Buyer; guarantees or other credit support from creditworthy Affiliates or third parties reasonably acceptable to Seller; and/or such other customary evidence of financial wherewithal.

Conditions to Closing

• Conditions to Seller's obligations: accuracy of Buyer's representations and warranties and material compliance with Buyer's covenants; expiration or termination of any applicable waiting periods and receipt of required approvals and filings the absence of which would reasonably be expected to have a Material Adverse Effect or result in a criminal violation; no Law or Governmental Order making the transaction illegal or restraining its consummation; Seller's receipt of Adequate Assurance (failing which Seller may, on written notice, delay the Closing until provided); and entry of the Bidding Procedures Order and the Transaction Approval Order, neither thereafter stayed, reversed, vacated, modified or amended in any manner adverse to Seller.
• Conditions to Buyer's obligations: accuracy of Seller's representations and warranties and material compliance with Seller's covenants; expiration or termination of applicable waiting periods and receipt of required approvals and filings on the same standard; no Law or Governmental Order making the transaction illegal or restraining its consummation; and entry of the Bidding Procedures Order and the Transaction Approval Order, neither thereafter stayed, reversed, vacated, modified or amended in any manner adverse to Buyer.
• "Material Adverse Effect" means any event or circumstance, individually or in the aggregate, materially adverse to the Acquired Interests or the Subject Company taken as a whole (including to the ownership, operation or financial condition of the Subject Company or its business, or to Seller's ability to timely consummate the transaction), but excludes changes in oil and gas prices; general market, industry, economic or political conditions; developments generally applicable to the oil-and-gas industry; acts of God and pandemics; acts or failures to act of Governmental Authorities; civil unrest or terrorism; and changes in, or delays or failures in issuing, laws, licenses, permits, easements or approvals — with the oil-and-gas price and law/permitting exclusions counted only to the extent disproportionately adverse to the Subject Company or the Acquired Interests relative to similarly situated industry participants.

Representations, Warranties and Related Provisions

• Seller's representations, made as of the Closing Date, address organization and good standing (as a Louisiana limited liability company, except as a result of the Chapter 11 Case and subject to Bankruptcy Court approval); no conflict; governmental consents and approvals; litigation (none by or against Seller relating to the Acquired Interests other than the Chapter 11 Case and related Proceedings); compliance with laws; taxes — all Tax Returns timely filed (taking extensions into account), Taxes shown payable paid or to be timely paid, no written notice of unsatisfied proposed adjustment or deficiency, and no Tax liens on the Acquired Interests — subject to Schedule 3.06, which discloses a timely extension for Bertucci's 2025 federal returns and estimated Louisiana Department of Revenue corporate income and/or franchise tax amounts of $54,134.96 for the period ended December 31, 2024, and $30,000.00 for the period ended December 31, 2025; ownership; brokers; and full disclosure.
  • With respect to ownership, there are no rights of first offer, rights of refusal, preemptive rights or transfer restrictions (other than the Equity Permitted Encumbrances) binding upon Seller or the Subject Company; other than the Agreement, there are no outstanding agreements, understandings or commitments to purchase, acquire, sell or redeem any interest in the Subject Company; and no convertible or exchangeable securities of the Subject Company exist.
  • Except for the Investment Banker, no broker, finder, investment banker or other Person is entitled to a fee or commission based on arrangements made by or on behalf of Seller, and Seller is solely responsible for the Investment Banker's fees and expenses.
  • The Acquired Interests are sold on an "AS IS," "WHERE IS" basis as of Closing with "ALL FAULTS," and, except as set forth in Article III and for any warranties of title in any bill of sale delivered at Closing, Seller disclaims all other representations and warranties, including as to the operation of the Subject Company after Closing and its probable success or profitability. JMB's August 7, 2026 Qualified Bid separately acknowledges that it conducted its own independent investigation and is not relying on Seller's representations and warranties.
• Buyer's representations, made as of the Closing Date, address organization and authority (as a California limited liability company); no conflict; governmental consents and approvals; litigation; brokers (none entitled to a fee based on Buyer's arrangements); independent investigation and acknowledgement that no representations are made other than those in Article III; financial capability to consummate the transaction; and that Buyer is a "Citizen of the United States" within the meaning of 46 C.F.R. § 221.3(c).
• Representations, warranties and covenants (other than covenants that by their terms survive) terminate at Closing or upon termination of the Agreement, after which no party may claim for any breach thereof, subject to the Bid Protections provisions of Section 5.01.

Termination

• Buyer may terminate if the Closing has not occurred on or before September 30, 2026 (the "Outside Date"), unless Buyer's breach was the principal cause of the failure to close or the Bankruptcy Court has entered an order that would otherwise require Closing to occur on or after the Outside Date.
• Buyer may also terminate if: the Bankruptcy Court approves an Alternative Transaction or a sale of any Acquired Interests to a Person other than Buyer; the Chapter 11 Case is converted to chapter 7 or dismissed; Seller files a motion requesting, consents to, or fails to timely contest a pleading seeking, or the Bankruptcy Court enters an order for, the appointment of a chapter 11 trustee or examiner with expanded powers under section 1104; Seller withdraws or seeks authority to withdraw the Sale Motion (other than an amendment with Buyer's prior written consent); an Event of Default under the DIP Financing Agreement has occurred and is continuing (other than due to the occurrence of the Maturity Date, and subject to the Final DIP Order, including Seller's Remedies Notice and Remedies Notice Period rights); the Court enters any order materially inconsistent with the Agreement, the Bidding Procedures Order or the Transaction Approval Order, including any order granting stay relief to permit foreclosure on any portion of the Acquired Interests; either order is entered containing terms not reasonably acceptable to Buyer or is thereafter stayed, reversed, vacated, modified or amended adversely to Buyer; or Seller breaches any representation, warranty or covenant giving rise to a failure of a closing condition that is not cured as of Closing.
• Seller may terminate for an uncured Buyer breach giving rise to a failure of a closing condition. Either party may terminate if a Governmental Order restraining or prohibiting the transaction becomes final and non-appealable, or by written consent of both parties.
• Upon termination the Agreement becomes void with no liability on either party, except as set forth in Section 2.06(b) and Article IX and except that neither party is relieved from liability for any breach occurring prior to termination.
• The automatic stay under section 362 is modified with respect to the Debtors, to the extent necessary and without further order of the Court, to permit JMB to deliver any notice provided for in the Agreement (including a termination notice), take any actions permitted thereunder to terminate the Agreement, and assert any claims with respect to the Back-Up Fee and Expense Reimbursement.

Alternative Transaction

• "Alternative Transaction" means (a) any sale or other disposition of any Acquired Interests to a Person other than Buyer or its Affiliate, including a sale or other transaction with Luhr Bros., Inc. (or any affiliate, successor, assignee or designee) through the exercise of any rights under the Luhr Crosby LLC Agreement, including the "Right of First Refusal" under section 10.07 thereof; or (b) any plan of reorganization, plan of liquidation, restructuring, recapitalization, dissolution, winding up or similar transaction involving Seller pursuant to which any Acquired Interests are retained by Seller or transferred to any Person other than Buyer or its Affiliate, in each case whether in one transaction or a series.

Additional Agreements

• Buyer will promptly take actions reasonably requested by Seller to assist in obtaining the Transaction Approval Order, including furnishing affidavits, documents or information demonstrating necessary assurances of performance and that Buyer is a "good faith" purchaser under section 363(m). If entry of the Transaction Approval Order is appealed, both parties will use reasonable efforts to defend the appeal.
• Seller and Buyer must give each other prompt notice of (i) any written communication from any Person alleging that a consent required in connection with the transaction is not likely to be obtained prior to Closing and (ii) any written objection or proceeding challenging the transaction or entry of the Transaction Approval Order.
• Buyer and Seller will each use reasonable best efforts to promptly obtain all governmental authorizations, consents, orders and approvals necessary for the transaction and will cooperate fully; neither may enter into a timing agreement with any Governmental Authority without the other's written consent.
• The parties will cooperate in good faith to structure and document the transaction in accordance with any transaction structure reasonably requested by Buyer (or Designated Buyer) to preserve value and related rights and otherwise in a tax-efficient manner, and will provide tax cooperation and exchange of information relating to the Acquired Interests.
• Buyer will use any Personal Information contained in Seller's books and records solely for transaction purposes before Closing (returning it if Closing does not occur) and, after Closing, only for necessary employment purposes in compliance with applicable Laws.
• Each Party bears its own costs and expenses, including counsel, investment banker and accountant fees, except as otherwise specified in the Agreement or the DIP Financing Agreement.
• No press release or public announcement regarding the Agreement or the transaction may be made without the other parties' prior written consent, except as required by Law or in filings with the Bankruptcy Court or the U.S. Trustee.
• The Agreement may not be assigned without the express written consent of Seller and Buyer, provided that Buyer may assign, delegate or transfer its rights, interests and obligations (in whole or in part) to one or more of its Affiliates without Seller's consent, which does not relieve Buyer of its obligations. Amendments require a written instrument signed by Seller and Buyer or a waiver in accordance with the Agreement.
• The Agreement binds and inures solely to the benefit of the Parties and their respective successors and permitted assigns (including any trustee or representative appointed in the Chapter 11 Case or any successor chapter 7 case), and confers no rights on any other Person.
• The Parties agree that irreparable damage would occur if the Agreement were not performed in accordance with its terms, and each Party is entitled — in addition to any other remedy — to enforce the Agreement specifically by injunction, decree of specific performance or other equitable relief, without proving the inadequacy of money damages and without posting any bond; the only permitted objection to such relief is that the responding Party contests the existence of a breach or threatened breach.
• The Agreement is governed by New York law and, to the extent applicable, the Bankruptcy Code, with the Bankruptcy Court as the exclusive forum for enforcement; if the Bankruptcy Court determines it lacks subject matter jurisdiction, actions will be heard in a federal or state court sitting in New York, New York. The parties waive any right to a jury trial.

Part IV — Master Key Dates and Case Information

Key Dates

• Petition Date (Crosby Marine Transportation, Crosby Tugs, Crosby Dredging, Bertucci Contracting): March 23, 2026; joint administration ordered March 24, 2026
• CRO Engagement Date (relevant to the CRO's Knowledge standard under the Breakwater Agreement): February 28, 2026
• Bidding Procedures Motion Filed: June 30, 2026 [Docket No. 571]; heard July 17, 2026
• Bidding Procedures Order Entered / Ten Additional Debtors Added to Joint Administration: July 21, 2026 [ECF Docs. 665 and 663]
• Preliminary Bid Documents Deadline: July 22, 2026, at 11:59 p.m. CT
• Deadline for Debtors to File Cure Notice and Serve Sale Notice: July 22, 2026, at 11:59 p.m. CT
• Deadline for Debtors to Publish Sale Notice: no later than three business days after service of the Sale Notice per the Bidding Procedures Order's dates table (paragraph 16 of that Order instead measures three business days from entry of the Order)
• Cure Objection Deadline: 14 days after the filing of a Cure Notice (or any Supplemental Cure Notice) per the Bidding Procedures Order's dates table; paragraph 12(c) of that Order and the form Cure Notice instead measure 14 days from service. Supplemental Cure Objections are due by 4:00 p.m. CT on the 14th day following service of the Supplemental Cure Notice
• Deadline to Submit Stalking Horse Bids: 5:00 p.m. CT on the date that is two business days prior to the Outside Stalking Horse Designation Date
• Breakwater Stalking Horse Agreement Dated / Bidder Selected: July 28, 2026
• ROFR Order (Memorandum Opinion and Order) Entered: July 28, 2026 [ECF Doc. 709]
• Outside Stalking Horse Designation Date / JMB Stalking Horse Agreement Dated and Bidder Selected: July 29, 2026 (designation date extendable in the Debtors' discretion after consultation with the Consultation Parties)
• Breakwater Stalking Horse Objection Deadline: July 31, 2026
• JMB Stalking Horse Objection Deadline: August 3, 2026 (three business days following service of the applicable Stalking Horse Notice)
• Hearing on the JMB Stalking Horse Designation: August 4, 2026 (in addition to the July 17, 2026 hearing)
• Deadline for Entry of Order Approving Breakwater Stalking Horse Protections: August 5, 2026 (the order was entered August 6, 2026)
• Orders Approving Both Stalking Horse Designations and Bid Protections Entered: August 6, 2026 [ECF Doc. 774 (Breakwater); ECF Doc. 778 (JMB)]; each order is immediately effective upon entry notwithstanding Bankruptcy Rule 6004(h) and must be served by first-class U.S. mail within three days on parties not receiving CM/ECF notice
• Bid Deadline / Qualified Bid Deadline: August 7, 2026, at 5:00 p.m. CT — JMB submitted a Qualified Bid of $70,000,001.00 for the Acquired Interests prior to the deadline, and no other Qualified Bids for those interests were received
• Joint Administration of Susan Marie, LLC (No. 26-11960), Vinton Crosby, LLC (No. 26-11962), Tara Crosby, LLC (No. 26-11963) and Crosby & Son Towing, LLC (No. 26-11964) Ordered: August 7, 2026 [ECF Doc. 780], satisfying the Breakwater Agreement's requirement that those entities file on or prior to the Qualified Bid Deadline
• Notice of Successful Bid for the Acquired Interests and Cancellation of Auction Filed: August 11, 2026 [ECF Doc. 803] — JMB Qualified Bid designated the Successful Bid; Auction cancelled as to the Acquired Interests only; Luhr Bros.' ROFR triggered under the ROFR Order
• Auction (if applicable): August 13, 2026, at 10:00 a.m. CT, continuing through August 14, 2026, as necessary — cancelled as to the Acquired Interests only; the Sale and Auction processes continue for all other Assets
• Deadline to File Post-Auction Notice and Backup Bid Notice: no later than 24 hours after the conclusion of the Auction
• Sale Objection Deadline: August 24, 2026, at 4:00 p.m. CT
• Sale Hearing: beginning August 31, 2026, at 9:00 a.m. CT and continuing September 1, 2026, at 9:00 a.m., if necessary, before the Honorable Meredith S. Grabill, U.S. Bankruptcy Court, 500 Poydras Street, Courtroom B-709, New Orleans, LA 70130 (the JMB Agreement provides that Seller will seek entry of the Transaction Approval Order at a hearing on or about August 31, 2026, or, subject to the Court's availability, such later date approved by Buyer in writing; the JMB Qualified Bid provides that the parties will use commercially reasonable or reasonable best efforts, as applicable, to obtain entry of the Sale Order on or before August 31, 2026)
• Deadline for Entry of the Breakwater Transaction Approval Order: September 4, 2026
• Closing Deadline under the JMB Qualified Bid: no later than September 3, 2026
• Outside Closing Date under the Bidding Procedures: September 12, 2026
• Breakwater Outside Date: September 15, 2026 (Closing occurs on the third Business Day following satisfaction or waiver of the closing conditions, subject to the Purchaser's right to hold the Closing up to seven days beyond the Outside Date)
• Breakwater Backup Bid Irrevocability Deadline and JMB Outside Date: September 30, 2026
• All time periods set forth in the Bidding Procedures Order are calculated in accordance with Bankruptcy Rule 9006(a), and the Debtors may modify the foregoing dates in consultation with the Consultation Parties provided notice is given in accordance with the terms of that Order.