Everstream_Solutions_LLC - Chapter 11 Bidding Procedures / APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Sellers: Midwest Fiber Holdings LP (Seller Parent), together with its directly and indirectly owned Seller Parties — Midwest Fiber Acquisition TopCo LLC; Midwest Fiber Acquisition MidCo1 LLC; Midwest Fiber Acquisition LLC; Everstream Solutions LLC; Everstream GLC Holding Company, LLC; Everstream Networks LLC; American Fiber Comm L.L.C.; HRS Internet, LLC; Lynx Network Group, Inc.; 15955 State Street LLC; Rocket Fiber LLC; Lynx Fiber One, LLC; and Lynx Fiber Two, LLC
• Buyer: Bluebird MidWest, LLC, a Delaware limited liability company
• Buyer Parent (guarantor for regulatory and certain payment obligations only): MIP IV MidWest Fiber Parent, LLC, a Delaware limited liability company
• Seller's financial advisors are Bank Street Group LLC and PJT Partners LP; their fees and expenses are borne solely by the Seller Parties as an Excluded Liability.
• The Debtors filed voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the Southern District of Texas promptly following execution of the Original APA on May 22, 2025. The case is captioned In re Everstream Solutions LLC, et al., Case No. 25-90144 (CML).
• This is the Second Amended and Restated Asset Purchase Agreement, dated February 4, 2026, which amends and restates the First Amended and Restated APA (dated July 25, 2025) and the Amendment and Waiver Agreement (dated January 30, 2026) in their entirety.

Assets Being Sold

• The Buyer is acquiring substantially all assets of the Seller Parties primarily related to the operation of the Business, free and clear of all Liens (except Permitted Liens), including:
  • Transferred Owned Real Property and Transferred Leased Real Property, including easements, fiber optic networks, cabling, and other fixed network-related assets reflected on the KMZ Map
  • Transferred Contracts (including non-Executory Contracts, BTOP Grants, Separated Business Contracts, and designated Executory Contracts), subject to applicable cut-off date provisions
  • IRUs (Indefeasible Rights of Use) related to the IRU Agreements, to the maximum extent permitted by the Bankruptcy Code
  • All material Permits, Communications Permits, and Environmental Permits primarily related to the Business, to the maximum extent permitted by the Bankruptcy Code
  • Business Intellectual Property (including registered IP), Business Technology, and Business Systems
  • Tangible personal property, inventory, and all goodwill of the Business
  • Assumed Employee Plans and related assets
  • Avoidance Actions (other than D&O Avoidance Actions) primarily related to Transferred Assets or Assumed Liabilities
  • Transferred Books and Records, to the maximum extent permitted by the Bankruptcy Code
• Excluded Assets include, among other items: all Cash; all accounts receivable arising prior to Closing (except certain DISH unbilled future-period amounts); all Insurance Policies; non-transferable Permits; equity interests in any Person held by any Seller Party; Tax refunds and Tax Returns; D&O Avoidance Actions; Retained Set-Off Rights; IL Divested Business Assets and MO Divested Business Assets; Excluded Contracts; and assets exclusively used in the PA Business.
• Assumed Liabilities include post-Closing liabilities under Transferred Contracts, 50% of Transfer Taxes, post-Closing Environmental Law liabilities, finance lease liabilities under Transferred Contracts (excluding related Cure Costs), and certain other liabilities as set forth in the Agreement.
• All Cure Costs are to be paid by Seller Parent on or before Closing. Excluded Liabilities include, among other items, all Debt (other than finance leases that are Transferred Contracts), pre-Closing accounts payable, pre-Closing environmental liabilities, pre-Closing regulatory fees, and all 503(b)(9) administrative claims.

Purchase Price

• The aggregate purchase price consists of:
  • A base cash purchase price of $346,600,000 (reduced from $384,000,000 under the First Amended and Restated APA)
  • Plus the Closing Deposit Amount (deposits transferred to Buyer at Closing)
  • Minus the Pro Rata Annual Bonus Amount
  • Plus any Expense Reimbursement Amount
  • Minus any Budgeted Capex Shortfall
  • Plus the assumption of Assumed Liabilities
• The purchase price is subject to a post-closing adjustment mechanism based on an Estimated Closing Statement delivered by Seller Parent. Disputes are resolved by an independent Accounting Firm (Ernst & Young or another nationally recognized firm).
• Purchase price is to be allocated among Transferred Assets in accordance with Section 1060 of the Internal Revenue Code.

Good Faith Deposit

• Prior to the Agreement Date, Buyer deposited $12,810,000 (the "Deposit Escrowed Amount") with Citibank N.A. as Escrow Agent into a Deposit Escrow Account.
• Buyer also delivered to Seller Parent Letters of Credit in an aggregate face amount of $25,650,000 (the "Letter of Credit Amount"), to be maintained until the earlier of Closing, termination of the Agreement (other than a Specified Termination), or payment of the Specified Reverse Termination Amount.
• The Deposit Escrowed Funds will be released to Seller Parent at Closing, returned to Buyer upon a valid non-Specified Termination, or paid to Seller Parent upon a Specified Termination.
• If CFIUS Approval was not obtained on or before December 12, 2025 (the "Target Closing Date") and all other conditions set forth in Section 10.02 had been otherwise satisfied or waived (other than those that, by their nature, can only be fulfilled on the Closing Date), or if Buyer elected not to close by such date due to the 15 Business Day closing window, Buyer was required to deposit an additional $9,500,000 (the "CFIUS Escrowed Amount") with the Escrow Agent into a separate CFIUS Escrow Account. Seller Parent was permitted to draw $202,127.66 per day from the CFIUS Escrow Account until the earlier of Closing, valid termination, or exhaustion of the CFIUS Escrowed Amount. Any undrawn CFIUS Escrowed Funds are returned to Buyer at Closing or termination, except that if Closing had not occurred by January 28, 2026 and the Agreement had not been terminated, the Incremental Escrowed Funds would be forfeited to Seller Parent.

Bid Protections

• Break-Up Fee: $8,550,000, payable if the Agreement is validly terminated pursuant to Sections 11.01(c), 11.01(f), or 11.01(k)
• Expense Reimbursement: up to $2,850,000, payable upon the foregoing terminations as well as terminations pursuant to Sections 11.01(g), 11.01(h), or 11.01(i)
• The Break-Up Fee and Expense Reimbursement together constitute the "Termination Payment." In either case, the Termination Payment is to be paid no later than the third Business Day following consummation of an Alternative Transaction, provided no material breach by Buyer has occurred.
• The Break-Up Fee and Expense Reimbursement are characterized as liquidated damages rather than a penalty, and each constitutes an allowed administrative expense claim under Sections 503 and 507(b) of the Bankruptcy Code.

Competing Bids & Auction

• The Agreement is subject to Bankruptcy Court approval and Seller Parent's consideration of higher or otherwise better Competing Bids for all or any portion of the Transferred Assets at Auction, as determined in each Seller Party's sole and exclusive discretion.
• Each Seller Party is obligated to respond to inquiries or offers for Competing Bids and to perform all acts required under the Bankruptcy Code, the Bidding Procedures Order, or other applicable Law.
• If Buyer is not named the Back-Up Bidder at the Auction, Buyer may terminate the Agreement if Seller Parent enters into a definitive agreement with respect to, or consummates, an Alternative Transaction, or if the Bankruptcy Court enters an order approving an Alternative Transaction.

Assumption and Assignment of Executory Contracts

• At Closing, and pursuant to Section 365 of the Bankruptcy Code and the Sale Order, Seller Parties will assume and assign to Buyer all Transferred Executory Contracts, subject to the holdback and separation provisions of the Agreement.
• Promptly following the Bid Deadline (and no later than seven days prior to the objection deadline set forth in the Bidding Procedures Order), Seller Parties will file with the Bankruptcy Court an Available Contract Schedule listing each Executory Contract and a good-faith estimate of associated Cure Costs, and serve a Cure Notice on each non-debtor counterparty.
• All Cure Costs are the sole responsibility of Seller Parent and are to be paid on or before Closing (or, for contested Cure Costs, in accordance with the dispute resolution procedures in the Agreement).

Sale Free and Clear / Successor Liability

• The sale is to be consummated free and clear of all Liens (other than Permitted Liens and Liens included in Assumed Liabilities), pursuant to Sections 105, 363, and 365 of the Bankruptcy Code.
• The Sale Order will, among other things, approve the sale of Transferred Assets free and clear of all Liens, authorize assumption and assignment of Transferred Executory Contracts, and include a "good faith" buyer finding.
• Buyer is not assuming and will have no liability for Excluded Liabilities, which remain the sole and exclusive responsibility of the Seller Parties. Excluded Liabilities include, among other items, all pre-Closing accounts payable, all Debt (except finance leases that are Transferred Contracts), pre-Closing environmental liabilities, pre-Closing regulatory and franchise fees, and income Taxes of the Seller Parties.

Post-Closing Arrangements

• A Transition Services Agreement (TSA) is to be executed at Closing by the applicable Seller Parties, in substantially the form attached as Exhibit E to the Agreement.
• Post-Closing (through the Wind-Up Date), each party is obligated to promptly transfer any misdirected assets or liabilities to the appropriate party, and to hold any such misdirected assets in trust pending transfer.
• Seller Parent retains the right to retain copies of all pre-Closing books and records. Buyer is required to preserve pre-Closing books and records in its possession through the Wind-Up Date.
• Buyer Parent irrevocably and unconditionally guarantees Buyer's obligations to pay expenses and monetary damages as required under the Agreement, including obligations under Sections 2.02, 3.01(c)(iii), 6.04, 6.13(b), and 12.02.
• The Agreement also contemplates a revenue-sharing arrangement for certain distributed receivables, with Buyer paying Seller Parent 50% of applicable Revenue actually earned and collected, on a quarterly basis beginning with the quarter ending September 30, 2026 through the quarter ending June 30, 2027 (covering Revenue earned during the period July 1, 2026 through June 30, 2027).
• The "Wind-Up Date" is defined as the earlier of (a) the date all Seller Parties cease to exist as corporate or limited liability company entities, or (b) December 31, 2026.

Termination

• The Agreement may be terminated by mutual written consent or by either party upon the occurrence of specified events, including:
  • Material uncured breach by the other party
  • Failure of Closing to occur by the Initial Outside Date of February 22, 2026 (subject to automatic three-month extensions if the Sale Order has not been entered or specified regulatory conditions remain unsatisfied)
  • Entry of a permanent Government Authority injunction
  • Consummation of or Bankruptcy Court approval of an Alternative Transaction
  • Dismissal or conversion of the Bankruptcy Cases to Chapter 7, or appointment of a trustee/examiner with expanded powers not reversed within 14 days
  • Entry of an order denying approval of the Sale Order that becomes final and non-appealable
  • An uncured Event of Default under the DIP Credit Agreement with acceleration of all amounts due
  • Funding Willful Breach by Buyer
  • Determination by Seller Parent's board (solely after December 31, 2025) that continued performance would be inconsistent with its fiduciary duties under applicable Law
• Upon a Specified Termination (termination due to Buyer breach, Funding Willful Breach, or certain other circumstances), Seller Parent is entitled to draw on the Letters of Credit and receive the Deposit Escrowed Funds in an aggregate amount equal to the Specified Reverse Termination Amount of $34,660,000, which constitutes the sole and exclusive remedy against Buyer in most circumstances.
• In the case of a Funding Willful Breach, Seller Parent may recover (A) the Specified Reverse Termination Amount ($34,660,000), plus (B) monetary damages determined by a court of competent jurisdiction, not to exceed the Funding Willful Breach Cap ($51,990,000) in the aggregate, plus (C) on or after the Escrow Funding Date, the CFIUS Escrowed Amount. The overall aggregate liability in a Funding Willful Breach shall not exceed approximately $86,650,000 plus, to the extent applicable, the CFIUS Escrowed Amount.
• Representations and warranties do not survive Closing (subject to any R&W Insurance Policy obtained by Buyer). Tax-related covenants survive through the Wind-Up Date.

Regulatory Approvals

• Closing is conditioned upon receipt of all Government Approvals set forth on Schedule 6.04(a), including HSR Act clearance, CFIUS approval, FCC approval, NTIA/NOAA (BTOP) approval, and applicable State PUC approvals.
• HSR filings were required within 25 Business Days of the Original Agreement Date (May 22, 2025). A joint voluntary CFIUS notice was to be filed as promptly as practicable after the Original Agreement Date. FCC Applications were required within 7 days of entry of the Sale Order. All regulatory filing fees are borne by Buyer.
• The Parties acknowledged as of the Agreement Date (February 4, 2026) that the condition related to the Satisfaction Date had been satisfied as of February 3, 2026.

Key Dates

• Original APA Date: May 22, 2025
• First Amended and Restated APA Date: July 25, 2025
• Amendment and Waiver Agreement Date: January 30, 2026
• Second Amended and Restated APA Date: February 4, 2026
• Satisfaction Date (agreed by the Parties): February 3, 2026
• Target Closing Date (for CFIUS purposes): December 12, 2025
• Initial Outside Date: February 22, 2026 (subject to automatic three-month extensions under specified circumstances)
• Closing: 15th Business Day following the Satisfaction Date
• Wind-Up Date: The earlier of the date all Seller Parties cease to exist or December 31, 2026
• Order Authorizing Amendment to APA entered by Bankruptcy Court: February 19, 2026