DAMIS Holdings - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Overview

• The DAMIS Debtors seek approval of Sale Procedures governing one or more sales of their real estate Assets, together with procedures to designate one or more stalking horse bidders and provide bid protections, to conduct one or more auctions, to enter into private sale transactions, and to assume and assign executory contracts and unexpired leases in connection with any sale.
• The Debtors have not yet executed any agreement with respect to any of the Assets and, because negotiations with parties in interest remain ongoing, cannot presently identify the terms of the sale transaction(s) with reasonable specificity. Accordingly, the Debtors state they are unable at this time to make the disclosures required under Local Rule 6004-1, and will file any Stalking Horse Agreement(s), commitment agreement(s), and requisite disclosures if and when one or more Stalking Horse Bidders are secured.
• The relief is sought under sections 105, 363, 365, and 503 of the Bankruptcy Code, Bankruptcy Rules 2002, 6004, 6006, and 9014, and Local Rule 6004-2. The Debtors filed voluntary chapter 11 petitions on June 4, 2026, and the cases are jointly administered under In re DAMIS Holdings LLC, Case No. 26-16439 (CMG) (Bankr. D.N.J.).
• The motion is supported by the First Day Declaration of Perry Mandarino, Chief Restructuring Officer of the DAMIS Debtors [D.I. 157].
• The Motion attaches the proposed Sale Procedures Order (Exhibit A), which in turn attaches the Sale Procedures (Exhibit 1), the Stalking Horse Notice (Exhibit 2), the Notice of Auction & Sale Hearing (Exhibit 3), the Notice of Potential Assumption & Assignment (Exhibit 4), and the Notice of Winning Bidder and Back-Up Bidder (Exhibit 5). The papers set an express order of precedence: the Sale Procedures Order governs over the Sale Procedures in the event of any conflict, and the Sale Procedures govern over any description of them in the Motion, including the Local Rule 6004-2(b) summary chart.

Parties Involved

• Sellers: DAMIS Holdings LLC and certain of its affiliates, as debtors and debtors in possession
• Purchaser: To be determined; the Debtors are soliciting one or more binding stalking horse bids and may designate one or more Stalking Horse Bidders for any subset of the Assets
• Real Estate Advisor: A&G Realty Partners, LLC, engaged as proposed real estate advisor to assist in appraising, marketing, and negotiating the Sales. Inquiries and diligence requests are directed to Emilio Amendola (emilio@agrep.com) and Andrew Graiser (andy@agrep.com).
• Consultation Parties: any statutory committee appointed in the Chapter 11 Cases and any secured lender(s) holding valid and perfected liens on the Assets of the applicable Debtor whose Assets are the subject of the Sale.
  • The Debtors are not required to consult with, or provide the terms of any Bids to, any Consultation Party (or its advisors) that has submitted a Bid, has a Bid submitted on its behalf, or has an affiliate that has done so — including any Credit Bid — for so long as such Bid remains open, if the Debtors determine such consultation is likely to have a chilling effect on bidding or is otherwise contrary to value maximization.
  • The Debtors will promptly provide copies of all Bid materials to counsel for the Consultation Parties. Where a constituent member of a Consultation Party has submitted a Bid, that Consultation Party’s counsel must take reasonable precautions to ensure the Bid materials are not made available to the bidding member.
  • Nothing in the Sale Procedures constitutes, or will be deemed to constitute or result in, the consent or approval of the Consultation Parties or any other party in interest to any Sale, Sale Order, or Bid, or to any related agreement, motion, or pleading, nor does it waive or modify the terms of, or any rights or defaults under, any existing agreement, instrument, or document — including the terms and rights under any cash collateral or post-petition financing order. All rights of such parties to object to or otherwise oppose any Sale, Sale Order, or Bid are expressly preserved.
• Each Bid must disclose any relationship of the Potential Bidder to Michael Shabsel, David Shabsel, Mark Graham, or any equity owner of the DAMIS Debtors.

Assets Being Sold

• The Debtors own, lease, and operate various multifamily properties, offices, hotels, and retail spaces throughout the United States.
• The Assets consist of a mix of (i) properties owned outright in fee simple (the "Owned Properties") and (ii) rights and leasehold interests consisting of 99-year ground leases between the Debtors and the non-debtor entities holding fee simple interests in the properties (the "Leasehold Properties"). The Debtors reserve all rights as to the characterization of any property held by related or unrelated non-debtor entities.
• The Sale Procedures contemplate the sale of all or substantially all of the Assets, or any subset thereof, with each Bid identifying with specificity the subset of Assets that is the subject of the Bid (the "Acquisition Package"), together with the respective liabilities and obligations (including applicable Cure Costs) to be assumed.
• Where an Acquisition Package comprises multiple Assets, the Bid must indicate whether the Potential Bidder is willing to exclude any Assets and the corresponding purchase price adjustment for any such exclusion.

Stalking Horse Designation Procedures

• Following entry of the Sale Procedures Order, the Debtors are authorized, but not obligated, in an exercise of their business judgment and after consulting with the Consultation Parties, to select one or more Potential Bidders to serve as Stalking Horse Bidders for any subset of the Assets. Any Stalking Horse Bid will set the floor for all bids for the applicable Assets at the relevant Auction.
• Any Stalking Horse Agreement will be deemed a Qualified Bid and any Stalking Horse Bidder a Qualified Bidder for all purposes under the Sale Procedures, notwithstanding the requirements a Potential Bidder must otherwise satisfy.
• Notice of designation will be provided as follows:
  • Where the proposed protections do not exceed the Allowed Bid Protections, the Debtors will file a Stalking Horse Notice with the Court and serve it on the Notice Parties.
  • Where the Debtors seek to provide protections exceeding the Allowed Bid Protections, they will promptly file a Stalking Horse Supplemental Motion (which the proposed Sale Procedures Order elsewhere refers to as a “Stalking Horse Designation Motion”) seeking approval and serve it on the Notice Parties, to be heard at the next omnibus hearing or such other date set by the Court. If no objections are filed by 4 p.m. ET on the seventh day after filing, or all objections are resolved, the Debtors may submit a certificate of no objection or certification of counsel without the need for a hearing.
• Each Stalking Horse Notice or Supplemental Motion must state the identity of the Stalking Horse Bidder and the Acquisition Package, attach the Stalking Horse Agreement and a summary of its material terms, set forth the terms of any Allowed Bid Protections and any additional Bid Protections sought, and state the Stalking Horse Overbid required to exceed the Stalking Horse Bid.

Bid Protections

• Break-Up Fee: not to exceed 2.0% of the proposed purchase price
• Expense Reimbursement: not to exceed 1.0% of the proposed purchase price
• The foregoing constitute the "Allowed Bid Protections," which the Debtors may provide to any Stalking Horse Bidder without further order of the Court. Any Bid Protections in excess of the Allowed Bid Protections are subject to Court approval, which the Debtors may seek on shortened notice via a Stalking Horse Supplemental Motion.
• Potential Bidders other than a Stalking Horse Bidder are not entitled to any break-up, termination, or similar fee. All Potential Bidders and Stalking Horse Bidders (excluding authorized or Court-approved Bid Protections), by participating in the bidding process, are deemed to have waived any right to seek a substantial contribution claim under section 503 of the Bankruptcy Code or payment of any broker fees or costs, absent specific agreement by the Debtors upon consultation with the Consultation Parties or further Court order.
• The Debtors reserve the right to reject any Bid that seeks a break-up fee, termination fee, or expense reimbursement.

Overbid

• Stalking Horse Overbid: where a Stalking Horse Bidder has been designated for an Acquisition Package, all other Potential Bidders must submit a bid of at least the sum of (i) the Stalking Horse Bid, (ii) any Bid Protections, and (iii) a reasonable minimum overbid amount to be calculated by the Debtors, in consultation with the Consultation Parties, based on the aggregate price set forth in the Stalking Horse Bid. Each Bid must offer a price equal to or greater than the applicable Stalking Horse Overbid.
• Initial Overbid: for the first round of bidding at each Auction, a Subsequent Bid must exceed the Starting Bid by no less than $250,000.
• Incremental Overbid: following the first round, the Debtors, in consultation with the Consultation Parties, will determine the net value to the estate that must be reflected in each bid over the Leading Bid in each subsequent round, provided that:
  • If the Leading Bid was made by a Stalking Horse Bidder, such bid is deemed to include the Bid Protections (where Allowed Bid Protections were provided or additional Bid Protections previously approved by the Court); and
  • Any Subsequent Bid by a Stalking Horse Bidder need only equal the sum of the Starting Bid or Leading Bid, as applicable (including the respective liabilities and obligations, including applicable Cure Costs, to be assumed), plus the Incremental Overbid, less the Bid Protections (if applicable).

Good Faith Deposit

• Each Bid must be accompanied by a deposit by certified check or wire transfer (the Motion’s summary chart also permits such other form as is acceptable to the Debtors), payable to the order of the Debtors, equal to 10% of the aggregate cash and non-cash Purchase Price set forth in the Bid, to be deposited into an account identified and established by the Debtors. The Motion’s Local Rule 6004-2(b) summary chart instead describes the deposit as 10% of the cash portion of the purchase price; the Motion provides that the Sale Procedures govern in the event of any conflict with that chart.
• No deposit is required on account of the credit bid portion of any Bid.
• The Winning Bidder and Back-Up Bidder must supplement their Good Faith Deposits, if necessary, within one business day of the close of each Auction so that such deposits equal 10% of the Successful Bid or Back-Up Bid, as applicable. The Debtors reserve the right to increase or decrease the Good Faith Deposit for one or more Qualified Bidders in their sole discretion after consulting with the Consultation Parties.
• Deposits will be held in escrow by the Debtors and will not become property of the estates absent further order of the Court. Deposits are retained until five business days after the conclusion of the relevant Auction, provided that the Back-Up Bidder's deposit is retained until three business days after the applicable Closing Date. The deposit of a rejected Potential Bidder will be refunded within five business days after the Bid Deadline.
• The Debtors will retain the Winning Bidder's deposit, and the Winning Bidder will receive a credit for the amount of its deposit at closing.
• If a Winning Bidder (or, where a Sale is to close with the Back-Up Bidder, such Back-Up Bidder) fails to consummate the Sale because of a breach or failure to perform, the Debtors and their estates may retain the deposit as part of their damages, in addition to all other rights, remedies, and causes of action available to them, whether under the applicable purchase agreement, at law, or in equity.

Bid Requirements

• To constitute a Qualified Bid, a Bid — including any Bid submitted as a proposed Stalking Horse Bid — must be in writing and satisfy each of the Bid Requirements, as determined by the Debtors in their reasonable business judgment in consultation with the Consultation Parties, including:
  • Submission: bids must be delivered in both PDF and Word format by email, on or before the Bid Deadline, to (i) the Debtors’ proposed real estate advisor, A&G Realty Partners, LLC (Emilio Amendola and Andrew Graiser); (ii) counsel to the Debtors at Faegre Drinker Biddle & Reath LLP (Michael P. Pompeo, Ian J. Bambrick, Patrick A. Jackson, Michael T. Gustafson, and Sarah E. Silveira); and (iii) counsel to the Committee, if appointed.
  • Purchase Agreement and Sale Order: a duly executed purchase agreement and a proposed form of sale order, each accompanied (for non-Stalking Horse Bids) by a redline against the Form APA or Stalking Horse Agreement and the Form Sale Order, as applicable.
  • Disclosure of Identity and Corporate Authorization: full disclosure of each entity bidding or participating (including any parent, equity owners, or sponsors of a newly formed acquisition entity) and the complete terms of such participation, contact information for the bidder's designated persons, and evidence of board (or comparable governing body) authorization for submission, execution, delivery, participation in the Auction, and closing.
  • Purchase Price and Assumed Liabilities: clear identification of the cash purchase price for the Acquisition Package, allocation of the price among multiple Assets where applicable, and specification of the liabilities and obligations (including applicable Cure Costs) proposed to be paid or assumed.
  • Minimum Bid: a price equal to or greater than the applicable Stalking Horse Overbid where a Stalking Horse Bidder has been designated.
  • Good Faith Deposit: 10% deposit as described above.
  • Irrevocable Offer: a signed writing that the offer is irrevocable until selection of a Winning Bidder, and, if selected as Winning Bidder or Back-Up Bidder, until the closing of the Sale to the Winning Bidder or Back-Up Bidder.
  • No Contingencies: no due diligence, financing, internal, or shareholder approval contingencies of any kind, and no condition precedent to the bidder's ability to enter into a definitive Purchase Agreement.
  • Closing Date: closing within 14 days of entry of the applicable Sale Order.
  • Financial Capacity: written evidence of available cash or a financing commitment (with closing not contingent in any way on financing), including proof that funding commitments are not subject to internal approvals, syndication requirements, diligence, or credit committee approvals (provided that such commitments may contain covenants and conditions acceptable to the Debtors, as determined in consultation with the Consultation Parties), and such other evidence of ability to consummate the transaction, including regulatory wherewithal, as the Debtors may request.
  • Adequate Assurance Information: information sufficient to demonstrate the bidder’s ability to satisfy adequate assurance of future performance under section 365(f)(2)(B) and, if applicable, section 365(b)(3) of the Bankruptcy Code, including financial condition information (such as two years of federal tax returns, a current financial statement, or bank account statements); evidence of the financial, operational, and regulatory wherewithal to consummate the Sale and perform under assumed contracts and leases, including identification of required governmental and regulatory approvals and the plan, ability, and timing to obtain them; evidence of corporate authorization; and a representation that the bidder is not the subject of any governmental action or investigation that would impair closing or performance or materially adversely affect operations, and is not in violation of such laws, including the Foreign Corrupt Practices Act.
  • Regulatory Approvals and Assistance: identification of required regulatory and third-party approvals and the expected timing (and, where receipt is expected to take more than five days following execution and delivery of the Purchase Agreement, the actions to be taken to obtain them promptly); a statement that all necessary filings under applicable regulatory, antitrust, and other laws will be made and the associated fees paid by the bidder; a covenant to cooperate with the Debtors in providing pertinent factual information regarding the bidder's operations; and an agreement that bidder's counsel will coordinate in good faith with Debtors' counsel on regulatory analysis, strategy, and timeline.
  • Transition Services: a statement or estimate of the types and duration of any transition services the bidder would require of, or provide to, the Debtors if its bid were selected.
  • Back-Up Bid: a statement that the bidder agrees to serve as Back-Up Bidder if its Qualified Bid is the next highest and best Bid after the Successful Bid.
  • Consent to Jurisdiction: submission to the Court's jurisdiction and waiver of any right to a jury trial in connection with disputes relating to the qualification of bids, the Auctions, the development and enforcement of the Sale Procedures, the Sale documents, and the closing of the Sales.
  • Acknowledgements: that the bidder had the opportunity to conduct all required due diligence and relied solely on its own independent review, investigation, and inspection, and not upon any statements, representations, warranties, or guaranties except as expressly stated in the Purchase Agreement; that it has not engaged and will not engage in collusion or undue influence with respect to any Bid, the Auction, or the Sale process; and that, upon breach or failure to perform under the Purchase Agreement, it forfeits its deposit and the Debtors may pursue all available legal and equitable remedies, including additional damages and specific performance.
• By submitting a Bid, Potential Bidders agree that the Debtors may disseminate the Adequate Assurance Information to the Consultation Parties on a confidential basis and that they will provide such information on a confidential basis to affected Non-Debtor Counterparties who request it if the Bid is determined to be a Successful Bid.

Credit Bid

• Any party wishing to credit bid to the maximum extent permitted by section 363(k) of the Bankruptcy Code, as a component of or as the entirety of its consideration, must identify the amount of the claim and the nature, extent, and priority of the lien on which the Credit Bid is premised, and provide documentation evidencing the amount, nature, extent, validity, and perfection of such claim and lien.
• A credit bidding party must credit bid its complete outstanding indebtedness and/or waive any remaining deficiency claim.
• A credit bidding party is not required to submit a Good Faith Deposit for the credit bid portion of its Bid, nor to submit any documentation other than (i) a Purchase Agreement, (ii) a form Sale Order, (iii) documentation evidencing its claim and lien, and (iv) evidence that all allowed closing costs related to the Sale and the administration of the applicable Debtors' estates — including any fee awarded by the Court to the Debtors' real estate advisor — will be funded on or before closing.
• Upon exercise of its Credit Bid Right, a party is not required to take title to or ownership of, or have any obligation in connection with, any individual Asset, portion of the Assets, or all of the Assets, and may designate any person or entity in its sole and absolute discretion to take title, provided that Non-Debtor Counterparties may object to such designee's adequate assurance of future performance under any contract or lease assumed and assigned to such designee under section 365.

Due Diligence

• The Debtors have posted copies of all material documents related to the Assets to a confidential electronic Data Room.
• To access the Data Room, an interested party must submit to the Debtors' advisors (i) an executed confidentiality agreement customary and reasonably satisfactory to the Debtors (unless an existing acceptable agreement governs) and (ii) sufficient information for the Debtors to determine, in consultation with the Consultation Parties, that the party has the financial wherewithal to consummate a Sale and intends to access the Data Room for a bona fide purpose consistent with the Sale Procedures. A party satisfying these Due Diligence Requirements is a "Potential Bidder."
• Until the Bid Deadline, the Debtors will provide each Potential Bidder with reasonable access to the Data Room and with any additional information a Potential Bidder requests that the Debtors determine, in their reasonable business judgment, to be reasonable and appropriate under the circumstances. Additional diligence requests are directed to A&G.
• Access may be terminated, restricted, or limited in the Debtors' reasonable discretion at any time, including where a Potential Bidder does not become a Qualified Bidder, breaches its confidentiality agreement, submitted inaccurate or misleading information, or intends to use the Data Room for a purpose inconsistent with the Sale Procedures, or where information is sensitive, proprietary, or otherwise not appropriate for disclosure to such party.
• Neither the Debtors nor their representatives are obligated to furnish information relating to the Assets to any person that is not a Potential Bidder or Consultation Party, does not comply with the participation requirements, or — in the case of competitively sensitive information — is a competitor of the Debtors.

Review of Bids and Designation of Qualified Bids

• A Bid reasonably determined by the Debtors, in consultation with the Consultation Parties, to meet the Bid Requirements will be considered a Qualified Bid, and the bidder a Qualified Bidder. The Debtors will inform Qualified Bidders of such designation no later than 24 hours prior to commencement of each Auction.
• The Debtors may negotiate with Potential Bidders as they deem appropriate and reserve the right, after consulting with the Consultation Parties, to work with any Potential Bidder in advance of the Auction to cure deficiencies in a Bid not initially deemed a Qualified Bid.
• Qualified Bids will be valued based on all factors the Debtors reasonably deem pertinent, including (a) the Acquisition Package; (b) the amount of the Qualified Bid; (c) the risks and timing associated with consummating the transaction; (d) any excluded assets or executory contracts and leases directly related to the Acquisition Package; and (e) any other relevant factors.
• A Qualified Bidder may not modify, amend, or withdraw its Qualified Bid without the Debtors' written consent, except to increase the Purchase Price or otherwise improve its terms, and may improve its bid at the Auction.
• The Debtors reserve the right to reject any Bid (other than a Stalking Horse Bid) that, among other things, is on terms more burdensome or conditional than the Stalking Horse Agreement; requires indemnification of the bidder; is not received by the Bid Deadline; does not conform to the Bankruptcy Code or the Sale Procedures; is subject to contingencies of any kind (including representations, warranties, covenants, and timing requirements) or any other condition precedent to the bidder’s obligation to acquire the Assets; seeks a breakup fee, termination fee, or expense reimbursement; or does not include a fair and adequate price or would not be in the best interests of the estates. Any Bid so rejected will not be deemed a Qualified Bid.

Auction Details

• If at least two Qualified Bids (including any Stalking Horse Bid) are received by the applicable Bid Deadline, the Debtors will conduct an Auction for the subject Assets, commencing not less than two days after the Bid Deadline at the offices of Faegre Drinker Biddle & Reath LLP, 600 Campus Drive, Florham Park, New Jersey 07932, or at such later time or other place, including virtually through Zoom or a similar platform, as the Debtors designate. If the Debtors designate a later time or place, they must (i) notify all Qualified Bidders who have submitted Qualified Bids for the subject Assets, (ii) file notice of the change with the Court, and (iii) cause the claims and noticing agent’s website to be updated accordingly. The Debtors reserve the right, in consultation with the Consultation Parties, to conduct the Auction in part or in whole remotely.
• Bidding will begin with the Starting Bid — the highest or otherwise best Qualified Bid as determined by the Debtors in consultation with the Consultation Parties and communicated to Qualified Bidders prior to commencement — and continue in one or more rounds so long as at least one Subsequent Bid improving on that bidder's prior Qualified Bid is submitted in each round. After the first round and between each subsequent round, the Debtors will announce the Leading Bid. A round concludes after each participating Qualified Bidder has had the opportunity to submit a Subsequent Bid with full knowledge of the Leading Bid.
• Only Qualified Bidders (including any Stalking Horse Bidder) are eligible to participate, unless otherwise ordered by the Court for cause shown. A reasonable number of professionals and principals for the Debtors, the Stalking Horse Bidder, each Qualified Bidder, and the Consultation Parties may attend and observe, along with any creditor or other party the Debtors deem appropriate, provided that any party other than the Qualified Bidders and Consultation Parties must provide written notice to the Debtors at least one calendar day prior to the Auction.
• Each participating Qualified Bidder must confirm in writing and on the record that (a) it has not engaged in collusion with respect to the bidding process, (b) its Qualified Bid is a good faith, bona fide offer it intends to consummate if selected as the Winning Bidder, and (c) it agrees to serve as Back-Up Bidder if its bid is the next highest and best after the Winning Bid.
• The Debtors may, in consultation with the Consultation Parties, announce additional procedural rules at the Auction or otherwise modify the Sale Procedures, provided such rules are not materially inconsistent with the Sale Procedures, the Bankruptcy Code, or any order of the Court (including any post-petition financing order) and are disclosed to each Qualified Bidder. The bidding will be transcribed or videotaped and the Debtors will maintain a transcript of all bids made and announced.
• Immediately prior to conclusion of each Auction, the Debtors will determine the Successful Bid and notify all Qualified Bidders of the identity of the Winning Bidder and the amount and other material terms of the Successful Bid, and may designate a Back-Up Bid and Back-Up Bidder. Bids submitted after the conclusion of the Auction will be deemed untimely and will not constitute Qualified Bids absent Court order.
• Within one business day following the conclusion of each Auction or, if no Auction is held, the selection of the Winning Bidder, the Debtors will file the Notice of Winning Bidder together with the Winning Bidder's and Next Highest Bidder's proposed Purchase Agreements, Purchase Agreement Redlines, the Winning Bidder's and Back-Up Bidder's proposed sale orders, and Sale Order Redlines.
• All bids remain binding and irrevocable until the earlier of (i) the Closing Date or (ii) 20 days after the Sale Hearing, unless selected as the Back-Up Bidder, in which case the offer remains open until the Closing Date.

Cancellation of the Auction

• If the Debtors receive a Stalking Horse Bid or only one Qualified Bid, and no other Qualified Bids for the Acquisition Package, they will not hold an Auction and will file with the Court within 24 hours after the Bid Deadline a Notice of Winning Bidder indicating that the Auction has been canceled and that the Stalking Horse Bid or single Qualified Bid is deemed the Winning Bid.
• If the Debtors receive no Stalking Horse Bid and no Qualified Bids prior to the Bid Deadline, they may, in consultation with the Consultation Parties, (i) extend the Bid Deadline and postpone the Auction or (ii) cancel the Auction and terminate the proposed Sale of the Acquisition Package.

Back-Up Bidder

• If a Winning Bidder fails to close a Sale prior to the date specified in the applicable Purchase Agreement (or such date as extended by the Debtors), the Debtors may, upon written notice to the Back-Up Bidder, designate the Back-Up Bid as the Successful Bid, whereupon the Back-Up Bidder will be deemed the Winning Bidder and the Debtors will be authorized, but not directed, to close the Sale to the Back-Up Bidder on the terms of the Back-Up Bid without further order of the Court and without further notice to any interested parties.
• Under the corresponding Local Rule 6004-2 summary provision, where a Winning Bidder fails to close within 14 days of entry of the applicable Sale Order and a Back-Up Bidder has been previously identified, the Debtors may designate the Back-Up Bid as the Winning Bid and file a Back-Up Bid Notice; three business days following such filing, the Back-Up Bid will be deemed the Winning Bid and the Back-Up Bidder the Winning Bidder.

Private Sale Procedures

• The Debtors may, in their business judgment and in consultation with the Consultation Parties, select a Winning Bidder for any of the Assets or subset thereof without holding an Auction. The Debtors note that, based on the initial interest received, certain Assets may be of strategic interest to a limited number of parties, such that an Auction may result in no additional value to the estates while requiring the expenditure of additional time and estate resources.
• For any Private Sale, the Debtors will file a Private Sale Notice identifying (i) the Assets being sold; (ii) the Debtor that directly owns the Assets; (iii) the proposed purchaser; (iv) the holders of any Encumbrances or asserted Encumbrances known to the Debtors; (v) the proposed Purchase Price; (vi) the material economic terms and conditions of the proposed transaction; (vii) any commission, fees, or similar expenses to be paid; and (viii) a copy of the proposed Sale Order.
• The Private Sale Notice will be served on the U.S. Trustee, any statutory committee, any secured creditor with respect to the subject Assets, any party reasonably known to allege it is such a secured creditor, and all parties who have filed a notice of appearance and request for service under Bankruptcy Rule 2002.
• Where the proposed purchaser desires the assumption and assignment of executory contracts or unexpired leases related to the subject Assets, the Debtors will contemporaneously file and serve a Notice of Potential Assumption & Assignment on each affected Non-Debtor Counterparty; the Assignment Procedures will govern such assumption and assignment.
• Private Sale Objection Deadline: seven calendar days after the filing of the Private Sale Notice. If no objections are filed or all objections are resolved, the Debtors may file a certificate of no objection or certification of counsel and submit the proposed Sale Order for approval without the need for a hearing.

Assumption and Assignment

• The Debtors seek authority under sections 105(a) and 365 to assume and assign to each Winning Bidder certain executory contracts and unexpired leases related to the subject Assets, as selected by the Winning Bidder.
• Within three business days of the Sale Commencement Date, the Debtors will file and serve a Notice of Potential Assumption & Assignment on each Non-Debtor Counterparty to the Contracts related to the applicable Acquisition Package, identifying each Contract, listing the proposed Cure Costs, stating that assumption and assignment is not required or guaranteed, and informing the counterparty of the objection requirements. Counterparties identified later may be served subsequently, with a Cure Cost/Assignment Objection Deadline of 4 p.m. ET on the date that is 14 days following service.
• The Notice of Winning Bidder attaches an Assumed Contracts Schedule listing the unexpired leases and executory contracts the Winning Bidder may request be assumed and assigned to it as part of the Sale. That schedule remains subject to ongoing review and may be amended, modified, supplemented, or withdrawn in whole or in part, including to add or remove contracts, with the Debtors to provide adequate notice of any changes.
• Cure Cost/Assignment Objections — to the scheduled Cure Costs and/or the proposed assumption, assignment, or transfer of a Contract (other than objections relating specifically to the identity of a Winning Bidder) — must be in writing, state with specificity the nature of the objection including the amount of Cure Costs in dispute, and be filed and served on the Notice Parties no later than 14 days following the filing of the Notice of Potential Assumption & Assignment.
• Adequate Assurance Objections relating solely to the identity of, and adequate assurance of future performance provided by, the Winning Bidder must be filed by 4 p.m. ET on the day that is three days after the filing of the Notice of Winning Bidder; provided that where the Debtors obtain a Stalking Horse Bid and file a Stalking Horse Notice, any such objection as to the Stalking Horse Bidder must be filed by the Initial Sale Objection Deadline of 14 days after the Sale Commencement Date.
• Failure to timely file and serve a Cure Cost/Assignment Objection or timely raise a Supplemental Sale Objection will (i) forever bar the counterparty from objecting to the Cure Costs or asserting additional cure or other amounts, with the Debtors entitled to rely solely on the scheduled Cure Costs; (ii) be deemed consent to the assumption, assignment, and transfer of the Contract; and (iii) forever bar and estop the counterparty from asserting that additional amounts are due, that defaults exist, that conditions to assumption and assignment must be satisfied, or that any related right or benefit will not be available to the Winning Bidder.
• If a conforming objection is timely filed, the Debtors and the counterparty will meet and confer in good faith to attempt resolution without Court intervention; if resolution is not achievable in a timely manner, the Court will make all necessary determinations at the applicable Sale Hearing, provided that (i) a Contract subject to an objection solely as to the amount of the Cure Cost may be assumed and assigned prior to resolution; (ii) the objection may be adjourned; and (iii) the Winning Bidder or the Debtors, as required by the Purchase Agreement, will pay any undisputed Cure Cost on or before the Closing Date and appropriately reserve funding for the disputed portion.
• A timely filed Cure Cost/Assignment Objection or Supplemental Sale Objection reserves the counterparty's rights relating to the Contract but is not deemed an objection to the relief generally requested with respect to approval of the applicable Sale. Assumption and assignment remains subject to Court approval and consummation of the applicable Sale.
• Inclusion of a Contract on a Notice of Potential Assumption & Assignment does not constitute an admission that the Contract is an executory contract or unexpired lease, or that the Debtors are required to assume or assign it, and all rights are reserved.

Adequate Assurance

• Potential Bidders are required to provide financial and other information supporting adequate assurance of future performance under section 365 to any Non-Debtor Counterparty to Assumed Contracts that requests it.
• Through the filing and service of the Notice of Winning Bidder, the Debtors will provide any implicated Non-Debtor Counterparty with the identity of the Winning Bidder and instructions for contacting the Winning Bidder's representative to obtain Adequate Assurance Information.
• Each recipient must keep the Adequate Assurance Information confidential, may be required (in the Winning Bidder's discretion) to enter into appropriate confidentiality agreements, and is restricted from using or disclosing the information other than in connection with a Supplemental Sale Objection, which may be filed under seal in relevant part without further order of the Court.
• Non-Debtor Counterparties will have the opportunity to object to adequate assurance of future performance by the Winning Bidders under the Assignment Procedures.

Sale Free and Clear, Good Faith Purchaser, and "As Is, Where Is"

• The Debtors seek to sell the Assets free and clear of all liens, claims, liabilities, rights, interests, and encumbrances under section 363(f) (except certain permitted encumbrances as determined by the Debtors), with any such Liens attaching to the proceeds in the same order of priority and with the same validity, force, and effect as prior to the Sale.
• The Debtors expect that at least section 363(f)(2) will be satisfied because each party holding liens on the Assets will consent or, absent objection, will be deemed to have consented. Nothing in the Motion, the Sale Procedures, or the Sale Procedures Order waives or modifies any party's right to object to any proposed Sale.
• At each Sale Hearing, the Debtors will seek entry of an order authorizing and approving the applicable Sale to the Winning Bidder and/or Back-Up Bidder and including a finding that such party is a good faith purchaser entitled to the full protections of section 363(m).
• Any sale will be on an "as is, where is" basis and without representations or warranties of any kind by the Debtors, their agents, affiliates, authorized persons, representatives, or their chapter 11 estates, except and solely to the extent expressly set forth in each final Purchase Agreement approved by the Court. Each Qualified Bidder must acknowledge that it had the opportunity to conduct all due diligence, relied solely upon its own independent review and investigation, and did not rely on the completeness of any information provided in connection with the Auction or its Bid.

Jurisdictional Consent

• All bidders at the Auction are deemed to have consented to the core jurisdiction of the Court and waived any right to a jury trial in connection with disputes relating to the Auction(s), the Sale(s), the construction and enforcement of each Stalking Horse Agreement (if applicable), and all other agreements entered into in connection with any proposed sale transaction, including to the extent it is later determined that the Court, absent consent, could not enter final orders or judgments consistent with Article III of the U.S. Constitution.

Reservation of Rights

• The Debtors reserve the right, in the exercise of their fiduciary duties and in consultation with the Consultation Parties, to: determine which Potential Bidders are Qualified Bidders and which bids are Qualified Bids; determine which Qualified Bid is the highest and best and which is the next highest and best for any subset of Assets; reject any bid that is inadequate or insufficient, not in conformity with the Sale Procedures or the Bankruptcy Code, or contrary to the best interests of the Debtors and their estates; impose additional terms and conditions on Potential Bidders; modify the Sale Procedures or implement additional procedural rules; and continue or cancel the Auction and/or Sale Hearings in open court without further notice or by filing a notice on the docket.
• The Debtors may further modify the Sale Procedures at or prior to each Auction, including to extend deadlines, modify bidding increments, waive terms and conditions (including Bid Requirements), impose additional terms and conditions, adjourn, postpone, or cancel an Auction, and adjourn a Sale Hearing.
• The Debtors may reject any Bid at any time before entry of an order approving the applicable sale. Presentation of a selected Qualified Bid to the Court as a Successful Bid does not constitute acceptance; the Debtors will have accepted a Successful Bid only upon Court approval at a Sale Hearing.

Other Provisions of the Proposed Sale Procedures Order

• Nothing in the Sale Procedures Order or the Sale Procedures authorizes the disposition of any sale proceeds, which remain subject to further order of the Court.
• The Debtors are authorized to conduct the bidding process without the necessity of complying with any state or local bulk transfer laws or requirements applicable to them.
• Absent a contrary order, the Sale Procedures Order binds any trustee, examiner, “responsible person,” or other fiduciary appointed in the Chapter 11 Cases, including upon a conversion to chapter 7.
• All objections to the Motion or the relief provided in the Sale Procedures Order that are not withdrawn, waived, or settled — and all reservations of rights included in them — are overruled and denied on the merits. The requirements of Local Rule 6004-2 are satisfied or waived, and the Court retains jurisdiction over matters arising from implementation of the order.

Notice Procedures

• Within two business days of the filing of each Stalking Horse Notice or entry of an order approving a Stalking Horse Supplemental Motion (referred to in the proposed order as a Stalking Horse Designation Motion), the Debtors will file and serve the Notice of Auction & Sale Hearing (the date of filing being the "Sale Commencement Date") by email, where available, and by first-class mail upon: holders of the 50 largest unsecured claims on a consolidated basis or, if appointed, counsel to the Committee; all persons known or reasonably believed to have asserted an interest in the subject Assets; the Non-Debtor Counterparties to the applicable Contracts; the Attorneys General in the state(s) where the subject Assets are located; all federal, state, and local taxing authorities in such state(s); all parties that have asserted liens against the subject Assets; all parties on the consolidated creditor matrix and all parties who have filed a notice of appearance and request for service under Bankruptcy Rule 2002; and the U.S. Trustee for the District of New Jersey, Attn: Jeffrey M. Sponder, Esq.
• Where the Debtors receive interest in an Acquisition Package but no party desires to serve as a Stalking Horse Bidder, the Debtors are authorized to commence a sale process through the filing and service of a Notice of Auction & Sale Hearing identifying the applicable Assets and establishing the Sale Commencement Date and related deadlines. In that event, the Debtors will file a Form APA and Form Sale Order on the docket within three days of the Sale Commencement Date.
• The Debtors will post each Notice of Auction & Sale Hearing and the Sale Procedures Order on the website of their claims and noticing agent, Kroll Restructuring Administration, at https://restructuring.ra.kroll.com/DAMIS — the former on the date the Debtors file it, and the latter on the date the Court enters it.
• Notice of the Motion itself is being provided to (i) the U.S. Trustee for the District of New Jersey; (ii) the Debtors’ 50 largest unsecured creditors, excluding insiders; (iii) any Committee; (iv) the Debtors’ prepetition secured parties; and (v) all parties who have filed a notice of appearance and request for service under Bankruptcy Rule 2002.

Objection Procedures

• Initial Sale Objection Deadline: 14 days after each Sale Commencement Date. Initial Sale Objections must state all objections to the applicable proposed Sale, including any objections to the proposed Sale Order, the identity of a Stalking Horse Bidder, or the terms of a Stalking Horse Agreement.
• Failure to timely file an Initial Sale Objection (a) forever bars assertion, whether at any Sale Hearing or thereafter, of any objection to the Motion, entry of the applicable Sale Order, or the consummation and performance of the applicable Sale, and (b) is deemed "consent" for purposes of section 363(f)(2) to entry of the Sale Order and consummation of the Sale and all related transactions.
• Supplemental Sale Objection Deadline: 4 p.m. ET on the day that is three days after the Auction or, if no Auction is held, the selection of the Winning Bidder. Supplemental Sale Objections are limited to (i) issues that could not have been raised by the Initial Sale Objection Deadline, (ii) the conduct of any Auction, and (iii) solely as to Non-Debtor Counterparties, the specific identity of and adequate assurance of future performance provided by the applicable Winning Bidder with respect to any Assumed Contract. The papers are not internally consistent as to this deadline: the Assignment Procedures and the Motion’s proposed timeline instead measure the same three-day period from the filing of the Notice of Winning Bidder, and the form Notice of Auction & Sale Hearing states 12:00 noon ET rather than 4 p.m. ET.
• All objections must be in writing, signed by counsel or attested to by the objecting party, conform to the Bankruptcy Rules and Local Rules, state with particularity the legal and factual basis and specific grounds, and be filed with the Court and served via email on the Notice Parties: counsel to the Debtors, Faegre Drinker Biddle & Reath LLP (Michael P. Pompeo, Ian J. Bambrick, Patrick A. Jackson, Michael T. Gustafson, and Sarah E. Silveira); counsel to any Committee; and the U.S. Trustee for the District of New Jersey (Jeffrey M. Sponder, Esq.).
• Objections to the Motion itself must be filed and served so as to be received by August 19, 2026, at 4 p.m. ET. Unless responses are timely and properly filed and served, the Motion will be decided on the papers in accordance with D.N.J. LBR 9013-3(d), and the relief may be granted without further notice or hearing.

Sale Hearing and Waiver of Stay

• Each Sale Hearing will be held before the Honorable Christine M. Gravelle, Chief Judge, in Courtroom 3 of the United States Bankruptcy Court for the District of New Jersey, 402 East State Street, Trenton, New Jersey 08608, at the Court's earliest convenience on a date not less than three days following the filing of the Notice of Winning Bidder, with the date and time set forth in the Notice of Auction & Sale Hearing. Each Successful Bid and any Back-Up Bid is subject to Court approval, and each Sale Hearing may be adjourned by the Court or the Debtors without further notice other than by announcement in open court or by filing a notice, which may be a hearing agenda, on the docket.
• The Debtors intend to close each Sale no later than 14 days after entry of the applicable Sale Order, as may be extended.
• The Debtors request a waiver of the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d) so that each Sale Order is effective immediately upon entry, asserting that prompt consummation of the Sales will minimize the administrative costs of the Chapter 11 Cases while maximizing recoveries.

Key Dates

• Petition Date: June 4, 2026
• Objection Deadline to the Sale Procedures Motion: August 19, 2026, at 4 p.m. ET
• Hearing on the Sale Procedures Motion: August 26, 2026, at 2 p.m. ET
• Deadline to object to a Stalking Horse Supplemental Motion (if filed): 4 p.m. ET on the date that is seven days after filing
• Deadline to file the Notice of Potential Assumption & Assignment: three business days following each Sale Commencement Date
• Deadline to file the Form APA and Form Sale Order (where a Notice of Auction & Sale Hearing is filed without designating a Stalking Horse Bidder): three days following the Sale Commencement Date
• Initial Sale Objection Deadline: 14 days after each Sale Commencement Date
• Cure Cost/Assignment Objection Deadline: 14 days following the filing of the Notice of Potential Assumption & Assignment
• Bid Deadline: no sooner than 30 days following each Sale Commencement Date, as set forth in the applicable Notice of Auction & Sale Hearing (Section F of the Sale Procedures states the interval as “no later than” 30 days; the Sale Procedures Order, which governs, states “no sooner than”)
• Auction (if more than one competing Qualified Bid is received): not less than two days after the Bid Deadline
• Deadline to file the Notice of Winning Bidder: within 24 hours following the conclusion of the Auction or, if no Auction is held, the selection of the Winning Bidder
• Supplemental Sale Objection Deadline: 4 p.m. ET on the day that is three days after the Auction or, if no Auction is held, the selection of the Winning Bidder; stated elsewhere in the papers as three days following the filing of the Notice of Winning Bidder
• Supplemental Reply Deadline: the papers provide for a deadline to file replies to Supplemental Sale Objections, stated in the Motion’s proposed timeline as five days following the Supplemental Sale Objection Deadline, with the form Notice of Auction & Sale Hearing setting the time at 12:00 noon ET
• Sale Hearing: not less than three days following the filing of the Notice of Winning Bidder
• Closing Date: within 14 days of entry of the applicable Sale Order