Del Monte Foods Corpor... - Bidding Procedures / APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Sellers: Del Monte Foods Corporation II Inc., et al. (the “Debtors”)
• Stalking Horse Bidder: An unnamed entity is designated as the Stalking Horse Bidder.

Assets Being Sold

• The Debtors are seeking to sell all or any portion of their assets, including the going-concern business, executory contracts, unexpired leases, equipment, inventory, intellectual property, and causes of action.
• The sale is to be conducted free and clear of all liens, claims, interests, and other encumbrances.

Stalking Horse Bid

• The Stalking Horse Bidder's bid, as contemplated by the Stalking Horse Purchase Agreement, is automatically deemed a Qualified Bid, and the bidder is not required to submit an additional bid.
• If no other successful bidder is selected, the Stalking Horse Bidder will be designated the Successful Bidder.
• The Stalking Horse Bidder may withdraw its bid if a challenge is brought against the liens or claims of the Super-Senior Lenders prior to the auction.

Credit Bid

• Pursuant to section 363(k) of the Bankruptcy Code, any secured creditor with a valid and perfected lien may credit bid all or a portion of its claims for the assets securing such claims.
• Specific credit bid rights are outlined for the following parties:
  • The Ad Hoc Term Lender Group may, in its discretion, credit bid all or a portion of the obligations under the DIP Term Loan Credit Agreement and the Super-Senior Credit Agreement.
  • The Required DIP ABL Lenders have the right to credit bid for any assets constituting ABL Priority Collateral. Any such bid must provide for treatment of the DIP ABL obligations that is satisfactory to the DIP ABL Agent and the requisite DIP ABL Lenders in their sole discretion.
• Credit bids submitted by the Ad Hoc Term Lender Group or the DIP ABL Lenders in accordance with the bidding procedures will be considered Qualified Bids.

Bid Protections

• No bidder, including the Stalking Horse Bidder, will be entitled to a break-up fee, expense reimbursement, termination fee, or any similar compensation.
• By submitting a bid, a party is deemed to have waived any right to request such fees, including any claim under section 503(b) of the Bankruptcy Code.

Overbid

• Minimum Overbid Increment: $500,000 in cash or other consideration deemed equivalent by the Debtors. The Debtors may adjust this increment at any time during the auction.

Good Faith Deposit

• Bids must be accompanied by a cash deposit equal to 10% of the aggregate purchase price. This requirement does not apply to credit bids.
• The deposit of a successful bidder will be credited toward the purchase price at closing.
• If a successful bidder fails to consummate the transaction, the deposit will be forfeited to the Debtors as liquidated damages.
• Deposits from unsuccessful bidders will be returned within five business days after the sale closes.

Bid Requirements

• To be deemed a Qualified Bid, an offer must meet several criteria, including:
  • Be accompanied by executed transaction documents, including a purchase agreement redlined against the Stalking Horse Purchase Agreement.
  • Clearly identify the assets to be purchased and liabilities to be assumed, and specify the cash and non-cash components of the purchase price.
  • Contain no financing, due diligence, or other contingencies.
  • Include proof of the bidder's financial capacity to close the transaction, with unconditional financing commitments if cash on hand is not used.
  • Provide for a wind-down budget and a transition services agreement acceptable to the Debtors.
  • Detail the proposed treatment of employees, collective bargaining agreements, and pension plans.
  • Provide adequate assurance of future performance for any executory contracts and unexpired leases to be assumed and assigned.
  • Include a written representation that the bidder has not engaged in collusion and that the offer is made in good faith.
  • The bid must be irrevocable until the sale closes, and the bidder must agree to serve as the Back-Up Bidder if its bid is the next highest or best.

Auction Details

• An auction will be held on Nov. 12, 2025, if the Debtors receive more than one Qualified Bid. The auction may be canceled if the Stalking Horse Bid is the only Qualified Bid received.
• The Debtors, in consultation with certain parties, will select a "Starting Bid" to commence the auction.
• The Debtors will evaluate bids based on factors including the total consideration, the bidder's ability to close, and the impact on employees and creditors.
• Bidding will proceed in increments of at least the $500,000 Minimum Overbid.
• At the conclusion of the auction, the Debtors will designate the Successful Bid(s) and a Back-Up Bid(s).
• If a Successful Bidder fails to close, the Back-Up Bidder will automatically be deemed the new Successful Bidder and will be required to consummate the sale.

Assumption and Assignment

• At least two weeks prior to the auction, the Debtors will file and serve a Contract Assumption Notice listing executory contracts and unexpired leases that may be assumed and assigned, along with the proposed cure costs.
• Objections to the proposed assumption, assignment, or cure costs must be filed by the Sale Objection Deadline.
• Failure to file a timely objection will be deemed consent to the proposed action and cure amount.
• Unresolved objections will be heard at the Sale Hearing or a later date. A successful bidder may designate additional contracts for assumption or remove contracts up to two business days prior to closing, subject to the terms of the purchase agreement.

Consultation Parties

• The Debtors are required to consult with various parties throughout the sale process.
• The "Consultation Parties" are defined as counsel and advisors to the official committee of unsecured creditors and the DIP ABL Agent. The DIP ABL Agent's advisors are only considered Consultation Parties if the DIP ABL Lenders have not submitted a credit bid.
• The Stalking Horse Bidder and the Ad Hoc Term Lender Group are explicitly excluded from consultation rights regarding the review and qualification of competing bids.
• The Debtors will also consult with the Ad Hoc Term Lender Group and the Minority Ad Hoc Group on certain matters as specified in the procedures.

Key Dates

• Bidding Procedures Objection Deadline: July 30, 2025, at 4 p.m. ET
• Bidding Procedures Hearing: Aug. 12, 2025
• Non-Binding Indications of Interest Deadline: Sept. 18, 2025
• Bid Deadline: Nov. 4, 2025, at 5 p.m. ET
• Auction (if necessary): Nov. 12, 2025, at 10 a.m. ET
• Sale Objection Deadline: Nov. 13, 2025, at 5 p.m. ET
• Sale Hearing: Nov. 20, 2025, at 1 p.m. ET
• If the sale is consummated through a chapter 11 plan, the following milestones apply:
  • Disclosure Statement Approval Order Deadline: 180 days after the petition date
  • Confirmation Order Deadline: 220 days after the petition date
  • Plan Consummation Deadline: 240 days after the petition date