DAMIS Holdings - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Overview

• On the debtors' Aug. 5, 2026 motion [Docket No. 650], the court entered the sale procedures order on Sept. 8, 2026 [Docket No. 1048], authorizing the debtors to solicit bids for all or substantially all of their assets, or any subset, through one or more auctions, private sales, or stalking-horse-led sales.
• On Oct. 9, 2026, the debtors designated Barone Ventures LLC as stalking horse bidder for the 12 Cambridge Drive property in Trumbull, Conn., at $3 million [Docket No. 1385], and filed the notice of auction and sale hearing for that package, setting a Nov. 9 bid deadline, a Nov. 12 auction, and a Nov. 19 sale hearing. On Oct. 14, 2026, they filed a supplemental notice of auction and sale hearing for the package [Docket No. 1404], which keeps those dates and lists the supplemental reply deadline as noon Nov. 18.
• The same day, the DAMIS and SIMAD debtors jointly noticed LKQE Associates, LLC as stalking horse bidder for the Camp Kiwi assets at $6.8 million. That sale proceeds under the bidding procedures order entered in the SIMAD Holdings cases rather than the DAMIS sale procedures order. On Oct. 13, 2026, the court granted the debtors' joint motion modifying the SIMAD order and applying it to the DAMIS debtors solely for the Kiwi sale [Docket No. 1400], setting an Oct. 19 bid deadline, an Oct. 21 auction, and an Oct. 26 sale hearing.
• DAMIS Holdings LLC and its affiliated debtors filed Chapter 11 on June 4, 2026, in the District of New Jersey; Kiwi Landco LLC filed on Aug. 11, 2026, and is jointly administered with the DAMIS cases.
• For acquisition packages without a calendared auction, the process runs on relative deadlines keyed to a "sale commencement date" that is set separately for each acquisition package when the debtors file a notice of auction and sale hearing.

Assets Being Sold

• The debtors own, lease, and operate multifamily properties, offices, hotels, and retail space across the United States.
• The assets consist of properties owned outright in fee simple and leasehold interests under 99-year ground leases between the debtors and non-debtor entities holding the fee interests; the debtors reserve all rights as to how property held by related or unrelated non-debtor entities is characterized.
• Each bid must identify the specific assets it targets, which then define that bid's acquisition package, along with the liabilities and obligations, including cure costs, the bidder will assume. Where a package spans multiple assets, the bid must allocate the purchase price among them and state whether the bidder would exclude any asset and how the price would adjust.
• Sales proceed on an "as is, where is" basis without representations or warranties except as set out in the final purchase agreement, free and clear of liens, claims, interests, rights of reclamation, and encumbrances, with liens attaching to proceeds at the same priority, validity, and force they held before the sale. The order does not authorize disposition of any sale proceeds, which remain subject to further court order.
• The debtors may run the bidding process without complying with any state or local bulk transfer laws or requirements.

12 Cambridge Drive Sale (Barone Ventures LLC)

• Sellers: 12 Cambridge Realty LLC, which holds fee title to the property and leases it to 12 Cambridge Leasing LLC, which in turn holds the leases with tenants; both are Connecticut limited liability companies.
• Acquisition package: the land at 12 Cambridge Drive, Trumbull, Conn. (a 5.8911-acre parcel per the legal description), the buildings, fixtures, and improvements on it, all related easements, rights, and appurtenances, and assignable intangible and personal property used in owning and operating the property. Excluded assets include all cash, chapter 5 and analogous causes of action and their proceeds, non-assumed contracts, and related books, records, and insurance policies; the agreement grants no release of any insider or estate cause of action.
• Purchase price: $3 million in cash, with a $300,000 deposit due within three business days of execution to escrow agent Old Republic National Title Insurance Co. The purchaser assumes only post-closing liabilities under assumed contracts, cure costs, and post-closing liabilities under transferred permits, and represents that its obligation to close is not contingent on financing.
• Bid protections: a $60,000 break-up fee and expense reimbursement capped at $30,000, equal to 2.0% and 1.0% of the price, payable at the closing of a competing transaction approved by the court. Any additional qualified bid must exceed $3.2 million. Barone agrees to serve as back-up bidder if requested.
• Contracts: the purchaser identifies the contracts it wants within 24 hours after the auction and may designate more until three business days before the expected closing. A contract subject to an unresolved objection or missing consent is held for the purchaser's benefit, and is excluded if not resolved within 60 days after closing.
• Title and risk of loss: the purchaser must deliver its title commitment and objections within five days of execution. The sellers have no obligation to cure beyond obtaining the sale order as to monetary encumbrances, and the purchaser may either waive the defects or terminate with a refund of the deposit. Casualty damage estimated above 15% of the price lets either party terminate, and a condemnation that materially affects current use lets the purchaser terminate.
• Remedies: on a purchaser default, the sellers' sole remedy is to retain the deposit as liquidated damages. On a seller default, the purchaser's sole remedy is termination with return of the deposit and the expense reimbursement.
• Closing: on a date the sellers select after consulting the purchaser and the consultation parties, no later than 14 days after entry of the sale order, as an escrow closing through the title insurer. The agreement splits real estate transfer tax equally, while the proposed sale order exempts the transfer under section 1146(a). The purchaser must obtain any required certificate of occupancy at its own cost.
• Disclosures: the purchaser represents it has no actual knowledge of any connection to the debtors, Michael Shabsels, David Shabsels, Mark Graham, or debtor insiders, except as set out in Schedule 5.1(j), which is not included in the filing. Actual knowledge is limited to Perry M. Mandarino for the sellers and Biagio Barone for the purchaser. A&G Real Estate Partners is paid by the sellers and Hodson Realty by the purchaser.
• Proposed sale order: approves the sale free and clear with liens attaching to proceeds, provides section 363(m) good-faith protection, no successor liability, and the section 1146(a) exemption, and waives the 14-day stays. It also permits the purchaser to assign to an affiliate or designee without seller consent, where the agreement requires seller consent except for an affiliate assignment on 15 days' notice, and provides that the order controls over the agreement.
• Counterparties seeking adequate assurance information should contact the purchaser's representative, Douglas S. Skalka of Neubert, Pepe & Monteith.

Camp Kiwi Sale (LKQE Associates, LLC)

• Kiwi assets: SIMAD debtor Kiwi Operatingco LLC, which operates the Kiwi Country Day Camp; DAMIS debtor Kiwi Landco LLC, which owns the camp land; and DAMIS debtor Dasmas Landco LLC, which owns an adjoining residence used by the camp manager. The real property is 825 Union Valley Road and 31 Blossom Road in Carmel, N.Y.
• Governing procedures: the sale proceeds under the SIMAD bidding procedures order entered June 26, 2026 [SIMAD Docket No. 298], as modified by a fourth notice extending the stalking horse selection deadline [SIMAD Docket No. 469]. On Oct. 9, 2026, the debtors jointly moved to modify that order and apply it to DAMIS Holdings LLC [SIMAD Docket No. 1332; DAMIS Docket No. 1380], a motion to which the stalking horse notice was expressly subject. After a hearing, the court granted the motion on Oct. 13, 2026 [DAMIS Docket No. 1400] and overruled all unresolved objections. The SIMAD bidding procedures, as modified, now govern the submission, receipt, and analysis of all bids for the Kiwi assets in the DAMIS cases, and for the Kiwi sale the order controls over the SIMAD order, the joint motion, and the modified procedures in the event of any inconsistency. SSG Capital Advisors, the SIMAD debtors' investment banker, marketed the assets, and the debtors consulted their respective creditors' committees.
• Consultation parties and fees: for the Kiwi sale only, the order expands the consultation parties under the SIMAD order to include the DAMIS creditors' committee, Beacon Bank, and The Bank of Greene County, each with the consultation rights the SIMAD order provides. SSG is the only party entitled to a fee or commission on the Kiwi sale, and no other broker, finder, or investment banker may collect one, though the order does not limit compensation of professionals retained under sections 327, 328, or 1103.
• Schedule: bids are due by 4 p.m. ET on Oct. 19, 2026; an auction, if needed, is set for 10 a.m. ET on Oct. 21; objections to any sale, sale order, and the notice of successful bidder are due by 4 p.m. ET on Oct. 23; and the sale hearing is set for 12 p.m. ET on Oct. 26. The debtors may extend the auction time on written notice to the court. In consultation with the consultation parties, they may also modify any date without further court order, on email notice to qualified bidders, the stalking horse bidder, and the U.S. Trustee. The sale hearing may be adjourned by announcement in open court or on the court's calendar.
• Purchase price: $6.8 million in cash plus cure amounts and assumed liabilities, under an agreement dated as of Sept. 17, 2026. The buyer receives a dollar-for-dollar credit against the cash payment for the outstanding balance, including interest and fees, of its DIP facility to Kiwi Operatingco LLC. That facility consists of a $630,000 advance from the escrow deposit plus further advances up to $2 million in total, approved in the SIMAD cases under section 364(d)(1) with a senior lien on that debtor's assets. The agreement's illustration yields $4.7 million in cash at closing on a fully drawn facility with $100,000 owed, but it describes the converted deposit as $680,000, made July 20, 2026.
• Deposit: 10% of the cash payment, net of amounts advanced under the DIP facility, held by Flagstar Bank. It must be topped up within two business days after the auction if the price changes or the buyer becomes the successful or back-up bidder.
• Proceeds allocation: the cash payment, net of any break-up fee and expense reimbursement and measured before the DIP credit, is split 35% to the DAMIS sellers and 65% to Kiwi Operatingco LLC. The DAMIS share is funded entirely from cash, while the SIMAD share is funded first by the DIP credit.
• Acquired assets: everything used in the camp business, including receivables, inventory, 2027 camp season deposits and tuition and their cash proceeds, intellectual property, vehicles, boats, buses, equipment, records, permits, goodwill, and camp-related causes of action. The buyer may remove assets until closing without a price adjustment.
• Excluded assets: claims against insiders, their relatives, and DIP and prepetition lenders; chapter 5 actions; D&O policies and their proceeds; cash other than 2027 tuition proceeds; tax records; unused retainers; and any Dasmas Landco or Kiwi Landco assets not used exclusively in the camp business.
• Assumed liabilities are limited to post-closing contract obligations and taxes, administrative and priority claims listed on Schedule 2.03, post-closing camp liabilities, environmental liabilities only to the extent imposed by law on an owner or operator, and cure amounts. DIP and prepetition debt, employee and benefit liabilities, and pre-closing litigation are excluded.
• Bellotto claims: the buyer assumes no liability for claims by Karla Bellotto, Ivan Bellotto, other Bellotto family members, or their affiliates. This covers equity, distribution, fiduciary, and litigation claims, including proceedings involving Michael Shabsels and David Shabsels. The sale order is to provide that Bellotto encumbrances, including equity interests, attach to the sale proceeds.
• The buyer will not take assignment of the Nov. 29, 2017 employment agreement between Kiwi OperatingCo. and William Yahr, or any liability under it, including its equity appreciation right and VCPR. The buyer intends, but is not obligated, to offer employment to staff needed to run the camp, and the sellers terminate all employees at 11:59 p.m. the day before closing.
• Until closing, the sellers must run the camp to American Camp Association standards and use commercially reasonable efforts to retain 2026 campers and re-enroll them for 2027. The buyer may add or remove contracts until 30 days after closing, bearing any net increase in cure costs and counterparty administrative claims.
• Bid protections: a 3.0% break-up fee ($204,000) and expense reimbursement of up to 1.0% ($68,000), both treated as administrative expenses under sections 503 and 507(b). The break-up fee is payable from the proceeds of an alternative transaction the sellers consummate after termination for a superior bid or court approval of an alternative transaction. The expense reimbursement is payable on most terminations, other than mutual termination or certain seller terminations. The 3.0% fee exceeds the 2.0% ceiling in the DAMIS sale procedures order. The initial overbid must be at least $100,000 above the bid protections.
• Closing occurs three business days after the conditions are satisfied. The conditions include entry of a final sale order in each bankruptcy case in a form satisfactory to the buyer in its sole discretion, and all sellers remaining debtors in possession. The outside date is Oct. 15, 2026, extendable by mutual agreement; the Oct. 26 sale hearing set by the Oct. 13 order falls after it. The sellers' remedy for a buyer default is capped at the deposit plus a DIP credit, up to 10% of the purchase price in total.
• Objections to the designation or bid protections are due by 4 p.m. ET on Oct. 15, 2026 (the notice labels that date a Tuesday). If an objection is filed, the debtors will notice a hearing.
• The stalking horse notice cites a Sept. 19, 2026 bid deadline, which predates its filing; the Oct. 13 order sets the bid deadline at Oct. 19, 2026. The debtors reserve the right to cancel the auction and declare the stalking horse bid successful if no other qualified bid is received.
• The notice is served on, among others, counsel to the DIP agent and counsel to secured creditors Beacon Bank and The Bank of Greene County. The buyer acts through Kenneth Schainman of Blue Bell, Pa., with Akerman LLP as counsel; the sellers' signature blocks are blank in the filed copy.

Stalking Horse Designation

• The debtors are soliciting binding stalking horse bids for the assets or any subset, and a stalking horse bid sets the floor for all bidding on the applicable assets at auction. A stalking horse bidder must meet the same qualifications as any other qualified bidder, though a stalking horse agreement is automatically deemed a qualified bid and its sponsor a qualified bidder.
• The debtors are authorized but not obligated to designate one or more stalking horse bidders for any subset of the assets, after consulting the consultation parties (the creditors' committee and each secured lender asserting liens on the assets of the debtor whose property is being sold) and obtaining the consent of the secured lender whose collateral the subject assets constitute.
• A designation within the authorized protections is noticed by filing a stalking horse notice; protections beyond that ceiling require a supplemental motion and court approval. Either filing must state the bidder's identity and its ownership down to the individual level, identify the acquisition package, attach the stalking horse agreement and a proposed sale order, set out the protections being provided, and state the amount required to top the bid.
• Objections to a supplemental motion are due at 4 p.m. ET on the seventh day after it is filed; absent objections, or once any are resolved, the debtors may proceed by certificate of no objection or certification of counsel without a hearing. Otherwise the motion is heard at the next omnibus hearing or another date the court sets.
• If the debtors file a notice of auction and sale hearing without a stalking horse designation, they must contemporaneously file a form purchase agreement and form sale order.

Bid Protections

• Break-Up Fee: up to 2.0% of the proposed cash portion of the purchase price
• Expense Reimbursement: up to 1.0% of the proposed cash portion of the purchase price
• The 12 Cambridge Drive designation uses protections at the 2.0%/1.0% ceiling and proceeds by stalking horse notice. The Camp Kiwi protections (3.0%/1.0%) are sought under the SIMAD bidding procedures order, which the court applied to the Kiwi sale in the DAMIS cases on Oct. 13, 2026; that order does not separately address the LKQE bid protections.
• Protections are payable in full in cash solely from the proceeds of the sale of the applicable assets, and the debtors may not agree to, incur, or pay any protections out of those proceeds without the prior written consent of each secured lender whose collateral the subject assets constitute; anything above the 2.0%/1.0% ceiling additionally requires court approval on a supplemental motion.
• No protections may be paid on the portion of a bid consisting of a credit bid, assumed liabilities, or other non-cash or cash-equivalent consideration, and none may be provided to an insider or affiliate of the debtors.
• A secured lender may not withhold consent to a stalking horse designation solely because the authorized protections are being provided.
• Bidders other than a stalking horse bidder get no break-up, termination, or similar fee, and a bid seeking one may be rejected; neither potential bidders nor a stalking horse bidder may assert a section 503 substantial contribution claim or seek broker fees or costs absent the debtors' agreement, the applicable secured lender's consent where payment would come from its collateral proceeds, and a court order.

Credit Bidding

• Any qualified bidder that is a secured lender may credit bid all or part of its secured claims under section 363(k) unless the court orders otherwise, and retains that right through the conclusion of the auction, subject to higher or better bids.
• A credit bidder must identify the claim amount and the nature, extent, and priority of the underlying lien, and provide documentation evidencing the amount, nature, extent, validity, and perfection of the claim and lien; it must also show that allowed closing costs and estate administration expenses, including any court-awarded fee to the debtors' real estate advisor, will be funded on or before closing.
• No deposit is required on the credit bid portion of a bid.
• A secured lender or its agent or designee submitting a credit bid at auction is a qualified bidder and its bid a qualified bid, provided that if selected as the successful bid it delivers an executable purchase agreement, sale order, and adequate assurance information within 24 hours of selection; where the lender will not credit bid on the same terms as the stalking horse agreement and sale order or the form documents, it must furnish its own proposed forms 24 hours before the auction.
• A credit bidding lender is not required to serve as back-up bidder and ceases to be a consultation party for as long as it is credit bidding, though each secured lender is treated as a consultation party for purposes of the supplemental sale objection deadline regardless of its credit bid status.
• A credit bidder need not take title to any asset and may designate any person or entity to do so in its sole discretion, subject to contract counterparties' right to object to that designee's adequate assurance of future performance under section 365.
• A credit bid may be submitted as a back-up bid, and expressly limited to that purpose, in case the sale to the winning bidder does not close or its net proceeds are insufficient to satisfy the secured lender's obligations in full in cash.

Consents

• Where the proposed purchase price would be insufficient to pay in full in cash all outstanding obligations secured by the assets, no stalking horse notice, stalking horse supplemental motion, private sale notice, or notice of auction and sale hearing filed without a stalking horse designation may be filed without the applicable secured lender's prior written consent, not to be unreasonably withheld. Commencing any sale process for such underwater collateral requires that consent.
• No bid qualifies if it includes releases of the debtors, their non-debtor affiliates, Michael Shabsels, David Shabsels, or Mark Graham, their family members or entities they own or control, or any officers, directors, direct or indirect equity owners, membership interest holders, or insiders of any debtor and their affiliates, or releases of estate claims or causes of action, without the creditors' committee's prior written consent, not to be unreasonably withheld.

Bid Requirements

• Every bid, including one submitted as a proposed stalking horse bid, must be accompanied by an executed purchase agreement and proposed sale order, each with a redline against the stalking horse documents or the form documents for non-stalking-horse bids, plus a letter or email addressing the substantive requirements below:
  • Full disclosure of every individual and entity bidding or participating, including equity owners or sponsors behind an acquisition vehicle, the terms of that participation, and evidence of board or comparable authorization to submit the bid, participate at auction, and close.
  • Disclosure of any relationship between the bidder and the debtors, their non-debtor affiliates, Michael Shabsels, David Shabsels, or Mark Graham, their family members or controlled entities, or any officer, director, equity owner, membership interest holder, or insider of any debtor, and their affiliates.
  • Identification of the acquisition package and the liabilities and obligations, including cure costs, to be assumed, with a stated purchase price and, for multi-asset packages, an allocation across assets.
  • A price at or above the applicable stalking horse overbid where a stalking horse has been designated for the relevant assets.
  • A signed writing making the offer irrevocable until the court approves a winning bidder, and until closing if the bidder is selected as winning or back-up bidder.
  • A statement that the bid is subject to no further due diligence or financing contingency, and an agreement to serve as back-up bidder if the bid is the next highest and best.
  • A commitment to make all necessary regulatory, antitrust, and other filings at the bidder's expense and to cooperate in providing factual information about its operations.
  • A closing date within 14 days of entry of the applicable sale order.
  • Written evidence of available cash or a financing commitment, documented to the debtors' satisfaction in consultation with the consultation parties, including proof that the funding is not subject to internal approvals, syndication, diligence, or credit committee approval, though the commitment may carry covenants and conditions acceptable to the debtors, and closing may not be contingent on the winning bidder's financing.
• Bids must also include adequate assurance information covering the bidder's financial condition (two years of federal tax returns, current financial statements, or bank statements); its financial, operational, and regulatory ability to close and perform under assumed contracts and leases, including all required governmental and regulatory approvals with a plan and timing to obtain them; evidence of corporate authorization; and a representation that it is not the subject of any governmental action or investigation that would impair closing or performance or have a materially adverse effect on operations, and is not in violation of applicable law including the Foreign Corrupt Practices Act.
• Bids are delivered in PDF and Word format by email to the debtors' real estate advisor, A&G Realty Partners, and to counsel for the debtors and the creditors' committee. By submitting a bid, a bidder authorizes the debtors to share its adequate assurance information with the consultation parties on a confidential basis, and agrees to provide it to affected contract counterparties on request if the bid is determined to be a successful bid.

Qualification and Rejection of Bids

• The debtors, in consultation with the consultation parties, evaluate timely bids, may negotiate with bidders, and may work with a bidder before the auction to cure deficiencies in a bid not initially deemed qualified. Copies of all qualified bids go to the consultation parties within one business day of receipt, and bidders are told their bids qualify no later than two business days before the applicable auction.
• Qualified bids are valued on the assets to be purchased, the amount of the bid, the risks and timing of consummation, any excluded assets or contracts and leases tied to the package, and any other factors the debtors reasonably deem relevant.
• A qualified bid may not be modified, amended, or withdrawn without the debtors' written consent, except to increase the purchase price or otherwise improve terms, and may be improved at the auction.
• The debtors may reject any bid other than a stalking horse bid that, among other things, is more burdensome or conditional than the stalking horse agreement, requires indemnification of the bidder, arrives after the bid deadline, fails to conform to the Bankruptcy Code or the sale procedures, carries contingencies or conditions precedent to the obligation to acquire, seeks a break-up fee, termination fee, or expense reimbursement, or does not offer a fair and adequate price. A rejected bid is not a qualified bid, and the deposit is refunded within five business days after the bid deadline.
• The debtors may reject any bid at any time before entry of a sale order as inadequate, non-conforming, or contrary to the estates' best interests. Presenting a bid to the court for approval is not acceptance; a successful bid is accepted only on court approval at the sale hearing.

Good Faith Deposit

• Deposit: 10% of the aggregate cash and non-cash purchase price stated in the bid, by certified check or wire transfer payable to the debtors, with no deposit required on the credit bid portion of a bid.
• The winning and back-up bidders must top up their deposits within one business day of the close of the auction so that each equals 10% of the successful or back-up bid. The debtors may increase or decrease the required deposit for one or more qualified bidders in their sole discretion after consulting the consultation parties.
• Deposits are held in escrow by the debtors or a title insurance company reasonably acceptable to the debtors and the bidders, and do not become estate property absent further court order. They are retained until five business days after the conclusion of the relevant auction, except the back-up bidder's deposit, which is held until three business days after the closing date.
• The winning bidder's deposit is retained and credited against the purchase price at closing. If the winning bidder, or the back-up bidder where the sale closes with it, fails to consummate because of a breach or failure to perform, the estates retain the deposit as part of their damages, without limiting any other rights, claims, or remedies against a defaulting winning, back-up, or stalking horse bidder under the purchase agreement, at law, or in equity.

Overbid

• Initial Overbid: at least $100,000 above the starting bid in the first round of each auction
• Stalking Horse Overbid (where a stalking horse is designated): the sum of the value of the stalking horse bid, the bid protections if any, and a reasonable minimum overbid amount set in the debtors' discretion following consultation with the consultation parties, based on the aggregate price of the stalking horse bid; every competing bid must meet or exceed it
• Incremental Overbid (subsequent rounds): the net value to the estate over the leading bid, determined by the debtors after each round in consultation with the consultation parties
• Where the starting or leading bid was made by a stalking horse bidder, that bid is deemed to include its bid protections; a subsequent bid by the stalking horse bidder need only equal the starting or leading bid, including the liabilities and cure costs assumed as part of it, plus the incremental overbid, less its bid protections.

Auction Details

• The debtors may conduct one or more auctions. An auction for a given acquisition package is held only if at least two qualified bids, counting any stalking horse bid, are received by the applicable bid deadline, and commences not less than three days after that deadline at the offices of Faegre Drinker Biddle & Reath in Florham Park, N.J., at a time noticed in the notice of auction and sale hearing; the debtors may designate a later time or another place, including a fully or partially remote format via Zoom or a similar platform, on notice to qualified bidders, a filing with the court, and an update to the claims agent's website.
• Before the auction opens the debtors determine the highest or otherwise best qualified bid as the starting bid and communicate it to qualified bidders. Bidding proceeds in rounds; after each round the debtors announce the leading bid, and a round concludes once every participating bidder has had the opportunity to bid with knowledge of that leading bid.
• Only qualified bidders, including any stalking horse bidder, may participate absent a court order for cause. A reasonable number of professionals and principals for the debtors, the stalking horse bidder, each qualified bidder, and the consultation parties may attend, as may any creditor or other party the debtors deem appropriate on one calendar day's written notice to debtors' counsel.
• Each participating bidder must confirm in writing and on the record that it has not engaged in collusion, that its bid is a good faith, bona fide offer it intends to consummate if selected, and that it will serve as back-up bidder if its bid is next highest and best. Bidding is transcribed or videotaped and the debtors maintain a transcript.
• The debtors may announce additional procedural rules at the auction or otherwise modify the sale procedures, provided the rules are not materially inconsistent with the procedures, the Bankruptcy Code, or any court order including any postpetition financing order, and are disclosed to each qualified bidder.
• Immediately before the auction concludes the debtors determine the successful bid, notify all qualified bidders of the winning bidder's identity and the amount and material terms of that bid, and may designate a back-up bid and bidder. Bids submitted after the auction closes are untimely and cannot constitute qualified bids.
• All bids remain binding and irrevocable until the court approves a winning bidder, and, for the back-up bidder, until the closing date.
• If only a stalking horse bid or a single qualified bid is received, no auction is held; within 24 hours after the bid deadline the debtors file a notice of winning bidder stating that the auction is canceled and that the bid received is the winning bid. If no stalking horse bid and no qualified bids are received, the debtors may, in consultation with the consultation parties, extend the bid deadline and postpone the auction, or cancel the auction and terminate the proposed sale.
• All bidders at the auction are deemed to consent to the court's core jurisdiction and to waive any right to a jury trial in disputes relating to the auctions, the sales, the construction and enforcement of any stalking horse agreement, and related agreements.

Back-Up Bidder

• If the winning bidder fails to close by the date specified in its purchase agreement, as it may be extended by the debtors, the debtors may on written notice designate the back-up bid as the successful bid, whereupon the back-up bidder is deemed the winning bidder and the debtors are authorized, but not directed, to close on the terms of the back-up bid without further court order or notice to interested parties.

Private Sale Procedures

• The debtors may select a winning bidder for any asset or subset of assets without an auction where they determine in their business judgment, in consultation with the consultation parties, that a private sale is in the estates' best interests.
• A private sale notice must identify the assets, the debtor that owns them, the proposed purchaser, the holders of any encumbrances or asserted encumbrances known to the debtors, the proposed purchase price, the material economic terms, any commission, fees, or similar expenses payable in connection with the transaction, and a proposed sale order; it is served on the U.S. Trustee, any statutory committee, any secured lender or party asserting secured lender status as to the subject assets, and all Rule 2002 parties.
• Where the purchaser wants contracts or leases assumed and assigned, the debtors file and serve a notice of potential assumption and assignment contemporaneously with the private sale notice, and the assignment procedures apply.
• Objections are due 14 calendar days after the private sale notice is filed; absent objections, or once any are resolved, the debtors may submit the sale order by certificate of no objection or certification of counsel without a hearing.

Assumption and Assignment

• By 4 p.m. ET on the third business day after the sale commencement date, the debtors file and serve a notice of potential assumption and assignment on each counterparty to the contracts related to the applicable acquisition package, identifying each contract and the debtors' calculated cure cost, stating that assumption and assignment is neither required nor guaranteed, and setting the objection deadline. Service is also made on Computershare Trust Company, N.A., as trustee for the Benchmark 2025-V18, BANK5 2023-5YR1, and BBCMS 2025-C35 commercial mortgage trusts, and on Wilmington Savings Fund Society, FSB, as trustee for Benchmark 2026-B43. Neither service of the notice nor inclusion of an agreement on the schedule is an admission that a contract is executory or an unexpired lease.
• Cure cost and assignment objections are due 14 days after the notice is filed, in writing and stating the nature of the objection including the amount of cure costs in dispute; for a counterparty served late, the deadline is 4 p.m. ET on the fourteenth day after service on it. Objections going solely to the winning bidder's identity and adequate assurance of future performance are governed by the supplemental sale objection deadline, while such objections directed at a stalking horse bidder must be filed by the initial sale objection deadline, 17 days after the sale commencement date.
• A counterparty that fails to object timely is barred from contesting the cure costs or asserting additional cure or other amounts, is deemed to consent to the assumption, assignment, and transfer of its contract and any related rights and benefits, and is estopped from later claiming that additional amounts are due, that defaults exist, that conditions to transfer must be satisfied, or that any related right or benefit is unavailable to the winning bidder.
• Timely objections trigger a meet-and-confer in good faith; unresolved objections are heard at the applicable sale hearing. A contract subject only to a cure-amount dispute may be assumed and assigned before that dispute is resolved, the debtors may adjourn an objection in consultation with the consultation parties and the counterparty, and undisputed cure costs are paid by the winning bidder or the debtors, as the winning bidder's purchase agreement requires, on or before the closing date, with amounts placed in escrow.
• Assumption and assignment remains subject to court approval and consummation of the sale; absent closing and entry of a sale order listing the contracts, they are neither assumed nor assigned and remain subject to later assumption or rejection.

Adequate Assurance

• Through the notice of winning bidder, the debtors give affected counterparties the winning bidder's identity and instructions for contacting its representative to obtain adequate assurance information.
• Counterparties must keep that information confidential, may be required by the winning bidder to sign confidentiality agreements, and may use it only in connection with a supplemental sale objection, which they may file under seal in relevant part without further court order.

Objection Procedures

• Initial sale objections, covering the relief requested in the motion, entry of a proposed sale order, and the identity of any stalking horse bidder or terms of any stalking horse agreement, are due 17 days after the sale commencement date and must state all applicable objections to the proposed sale. Failure to object by that deadline forever bars any objection to the motion, to entry of the sale order, or to consummation and performance of the sale, and, for purposes of section 363(f)(2) of the Bankruptcy Code, is deemed to be "consent" to entry of the Sale Order and to consummation of the applicable Sale and all transactions related thereto.
• If an initial sale objection cannot be resolved consensually, the debtors will ask the court to schedule an expedited hearing to consider the stalking horse notice and the objection before the auction.
• Supplemental sale objections, limited to issues that could not have been raised earlier, the conduct of any auction, and contract counterparties' objections to the winning bidder's identity and adequate assurance, are due at 4 p.m. ET on the third business day after the auction or, if none is held, after the selection of the winning bidder; the order's assignment-procedures paragraph and the sale procedures' date table run the same deadline instead from the filing of the notice of winning bidder, which follows within 24 hours. For the consultation parties alone, that deadline governs objections on any issue, including issues that could have been raised initially, and each secured lender is treated as a consultation party for this purpose regardless of its credit bid status.
• 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 by email on counsel to the debtors, counsel to the creditors' committee (Paul Hastings and Connell Foley), and the U.S. Trustee. Objections not filed and served in accordance with these requirements may not be considered, and the court may enter the sale order without further notice.
• The approved forms do not agree on the hour. The notice of auction and sale hearing template sets the supplemental sale objection deadline at 12 noon ET, while the order, the sale procedures, and the notice of winning bidder template set it at 4 p.m. ET on the third business day after the auction or selection of the winning bidder. The executed 12 Cambridge Drive notice and the Oct. 14 supplemental notice both carry the same split, with noon on Nov. 17 in their text and 4 p.m. in their date tables. The order provides that it governs over the sale procedures in the event of a conflict.

Sale Hearing

• Each sale hearing is held at the court's earliest convenience not less than three days after the supplemental sale objection deadline, on the date and time set in the notice of auction and sale hearing, and may be adjourned by the court or the debtors by announcement in open court or by filing a notice or hearing agenda.
• At the hearing the debtors will seek a sale order authorizing and approving the sale to the winning bidder or back-up bidder free and clear of liens, claims, rights, encumbrances, and other interests, approving the assumption and assignment of related contracts and leases, and finding the purchaser to be a good faith purchaser under section 363(m).
• The 12 Cambridge Drive sale hearing is noticed for Nov. 19, 2026, at 12 p.m. ET before Judge Christine M. Gravelle, with the date and time bracketed. That is two days after the Nov. 17 supplemental sale objection deadline, and the listed supplemental reply deadline, noon Nov. 19, coincides with the hearing rather than falling on the preceding day.

Consultation Parties

• The consultation parties are the official committee of unsecured creditors and each secured lender asserting valid, perfected, and enforceable liens on the assets of the debtor whose property is being sold, subject to applicable challenge rights.
• The debtors consult with them across the bidding process: coordinating diligence, evaluating and negotiating bids, and making the determinations the procedures assign to the debtors. Valuation or appraisal information received from A&G Realty Partners or otherwise goes to the consultation parties within two business days of receipt.
• A secured lender that submits a credit bid ceases to be a consultation party for as long as it is credit bidding, and the debtors need not send bid materials to counsel for any consultation party once that party or an affiliate has bid, for as long as that bid remains open; separately, the debtors need not consult a party with an open bid, including a credit bid, where they reasonably determine that consulting would chill bidding or otherwise undercut value maximization. Where a constituent member of a consultation party bids, that party's counsel must screen the bid materials from that member.
• Consultation does not constitute consent or approval of any sale, sale order, or bid, and all rights to object to or oppose a sale are expressly preserved.

Due Diligence

• Material documents relating to the assets are posted to a confidential data room. To become a potential bidder and gain access, a party must execute a confidentiality agreement satisfactory to the debtors, unless an acceptable existing agreement governs, and provide sufficient information for the debtors to determine that it has the financial wherewithal to close and is seeking access for a bona fide purpose.
• Access may be terminated at the debtors' reasonable discretion for any reason, including that the party never qualifies, breaches its confidentiality agreement, submitted inaccurate or misleading access information, or intends a purpose inconsistent with the procedures; access may also be restricted where information is sensitive or proprietary, and neither the debtors nor their representatives must furnish competitively sensitive information to a competitor or any information at all to a party that is neither a potential bidder nor a consultation party.
• Until the bid deadline the debtors will provide reasonable data room access and additional information they deem reasonable and appropriate. Diligence requests and asset information go through A&G Realty Partners, Emilio Amendola and Andrew Graiser.

Closing

• The debtors intend to close no later than 14 days after entry of the applicable sale order, subject to extension.
• Closing costs are paid in full in cash from the sale proceeds on the closing date or, where a credit bid is the successful bid, on or before closing by the secured lender.

Reservation of Rights

• The debtors may modify the sale procedures at or before each auction, including extending deadlines, modifying bidding increments, waiving or adding terms and conditions for any or all bidders, adjourning or canceling an auction, and adjourning a sale hearing, provided they may not modify a secured lender's rights as a consultation party or as to its consent, abridge or limit any secured lender's credit bid rights, or modify the committee's consultation or consent rights or shorten the supplemental sale objection deadline or the period between that deadline and a sale hearing for the consultation parties.
• Nothing in the procedures requires a debtor's board, managers, or special committee to take or refrain from any action where it determines in good faith, in consultation with counsel, that doing so would be inconsistent with applicable law or its fiduciary obligations.
• The order binds any examiner, "responsible person," or other fiduciary later appointed in these cases absent a contrary order, takes effect and is enforceable immediately upon entry, and reserves exclusive jurisdiction over its implementation, interpretation, and enforcement to the court.

Key Dates

• Sale Procedures Order Entered: Sept. 8, 2026
• Sale Commencement Date: date the notice of auction and sale hearing is filed, within two business days after the filing of a stalking horse notice or entry of an order approving a stalking horse supplemental motion
• Notice of Potential Assumption & Assignment Filing Deadline: 4 p.m. ET, three business days after the sale commencement date
• Objection Deadline to Stalking Horse Supplemental Motion: 4 p.m. ET, seven days after the motion is filed
• Initial Sale Objection Deadline: 4 p.m. ET, 17 days after the sale commencement date (other than for consultation parties)
• Cure Cost/Assignment Objection Deadline: 4 p.m. ET, 14 days after the notice of potential assumption and assignment is filed
• Bid Deadline: 5 p.m. ET, no sooner than 30 days after the sale commencement date, with the date set in the notice of auction and sale hearing
• Auction (if more than one competing qualified bid is received): not less than three days after the bid deadline
• Notice of Winning Bidder, proposed purchase agreements, sale orders, and redlines: within 24 hours after the auction concludes or, if no auction is held, after selection of the winning bidder
• Supplemental Sale Objection Deadline: 4 p.m. ET, three business days after the notice of winning bidder is filed
• Supplemental Reply Deadline: noon on the day before the sale hearing
• Sale Hearing: not less than three days after the supplemental sale objection deadline
• Closing Date: within 14 days of entry of the applicable sale order

Key Dates: 12 Cambridge Drive

• Stalking Horse Notice and Notice of Auction & Sale Hearing Filed: Oct. 9, 2026
• Supplemental Notice of Auction & Sale Hearing Filed: Oct. 14, 2026
• Sale Commencement Date: Oct. 9, 2026, 5 p.m. ET
• Notice of Potential Assumption & Assignment Filing Deadline: Oct. 15, 2026
• Initial Sale Objection Deadline: Oct. 26, 2026, 4 p.m. ET
• Cure Cost/Assignment Objection Deadline: Oct. 29, 2026, 4 p.m. ET
• Bid Deadline: Nov. 9, 2026, 5 p.m. ET
• Auction (if at least two qualified bids, including the stalking horse bid): Nov. 12, 2026, 10 a.m. ET, at Faegre Drinker Biddle & Reath, Florham Park, N.J., or virtually as designated
• Notice of Winning Bidder: within 24 hours after the auction concludes or, if no auction is held, after the bid deadline
• Supplemental Sale Objection Deadline: Nov. 17, 2026 (4 p.m. ET per the date table; noon ET per the notice text)
• Supplemental Reply Deadline: Nov. 18, 2026, noon ET
• Sale Hearing: Nov. 19, 2026, 12 p.m. ET
• Closing Date: on or before Dec. 4, 2026

Key Dates: Camp Kiwi

• SIMAD Bidding Procedures Order Entered: June 26, 2026
• Stalking Horse Agreement Dated: Sept. 17, 2026
• Joint Motion to Apply SIMAD Order to DAMIS Holdings and Stalking Horse Notice Filed: Oct. 9, 2026
• Order Applying Modified SIMAD Bidding Procedures to Kiwi Sale Entered: Oct. 13, 2026
• Objection Deadline to Designation and Bid Protections: Oct. 15, 2026, 4 p.m. ET
• Outside Date: Oct. 15, 2026, extendable by mutual written agreement
• Bid Deadline: Oct. 19, 2026, 4 p.m. ET
• Auction (if needed): Oct. 21, 2026, 10 a.m. ET
• Sale Objection Deadline: Oct. 23, 2026, 4 p.m. ET
• Sale Hearing: Oct. 26, 2026, 12 p.m. ET