Food52 - Chapter 11 Bidding Procedures / APA Summary

Bidding Procedures & APA Summary

Parties Involved

• Debtor: Food52, Inc. (Delaware corporation; Chapter 11 Case No. 25-12277 (LSS), filed December 29, 2025, U.S. Bankruptcy Court, District of Delaware)
• Stalking Horse Bidder (Food52 Assets): F52, LLC
  • The Stalking Horse Bidder is not an insider or affiliate of the Debtor, and no common identity of incorporators, directors, or controlling stockholders exists between the parties.
  • F52, LLC is an affiliate of the DIP lender under the postpetition financing facility (per Doc 210).
• Successful Bidder (Schoolhouse Assets): Troy-CSL Lighting, Inc., a New York corporation (per Doc 211)
  • Neither Troy-CSL Lighting, Inc. nor any of its affiliates, officers, directors, or shareholders is an "insider" of the Debtor as defined in section 101(31) of the Bankruptcy Code (per Doc 211).
• Stalking Horse Bidder (Dansk Assets): Form Portfolios LLC, a Delaware limited liability company, 115 Benevolent Street, Providence, RI 02906 (per Doc 212)
  • Form Portfolios LLC is a pre-petition disputant with the Debtor over ownership of certain Dansk assets; its willingness to enter the transaction is a proposed resolution of that dispute (Federal Action: Form Portfolios, LLC v. Food52, Inc., No. 1:24-cv-07690-NCM-CLP, E.D.N.Y.) (per Doc 212).
  • Neither Form Portfolios LLC nor any of its affiliates is an "insider" of the Debtor as defined in section 101(31) of the Bankruptcy Code (per Doc 212).
• Key Advisors:
  • Debtor's Counsel: Young Conaway Stargatt & Taylor, LLP
  • Debtor's Investment Banker: Core Advisors, LLC
  • UCC Counsel: Robinson & Cole LLP
  • Stalking Horse / DIP Lender Counsel: Moore & Van Allen PLLC and Chipman Brown Cicero & Cole, LLP
• Consultation Parties:
  • Advisors to the Official Committee of Unsecured Creditors; and
  • Advisors to The Chernin Group (solely to the extent they are not an active bidder).
  • If a Consultation Party becomes a potential bidder, they must be walled off from discussions regarding the bidding process.

Assets Being Sold

• The marketing and sale process contemplates the sale of all or substantially all of the Debtor's assets.
• Bids may be submitted for the assets in individual lots, as a collective whole, or in any combination.
  • Discrete assets available for bid include Food52, Schoolhouse, and Dansk Designs.
• The assets will be sold free and clear of all liens, claims, interests, and encumbrances, with such liens attaching to the net proceeds of the sale.
• Food52 Assets (per Doc 210): All or substantially all of the Debtor's assets other than the Dansk Assets and Schoolhouse Assets, including all tangible and intangible assets and intellectual property owned by Seller (other than Excluded Assets), rights under Assigned Contracts, inventory assets (finished goods and components for current SKU production), rights and causes of action against third parties relating to Purchased Assets or Assumed Liabilities, and media receivables (other than 2025 Media Receivables). Excluded Assets include: cash and cash equivalents; inventory needed to complete pre-Closing purchase orders; non-assigned contracts (including the CBA, Schoolhouse Facility Lease, and Corporate HQ Lease); 2025 Media Receivables; bank accounts and Seller emails; Avoidance Actions; rights against affiliates or insiders; all insurance policies (except proceeds related to Purchased Assets); the Dansk Assets; and the Schoolhouse Assets (per Doc 210).
• Schoolhouse Assets (per Doc 211): All tangible and intangible assets related to the Schoolhouse brand, including all Schoolhouse Intellectual Property and associated goodwill, books and records, rights under Assigned Contracts, Schoolhouse Inventory (all finished goods for current SKU production as of Closing), SKU-level sales data (historical and current), customer lists, catalog and email marketing lists, supplier lists, product data, product design assets (including CAD drawings, sketches, mood boards, and specifications), marketing documents and branding files, photography and video assets, copies of design licenses and royalty arrangements (including the IBM clock contract), full Schoolhouse Shopify instance access, Schoolhouse information from Vercel, complete admin access to all domain registrars, and complete admin access to all Schoolhouse social media accounts. Excluded Assets include: cash; non-assigned contracts (CBA, Schoolhouse Facility Lease, Corporate HQ Lease); non-Schoolhouse IP; Schoolhouse tangible personal property that is not Schoolhouse Inventory (e.g., furniture, fixtures, equipment, machinery); real property; Benefit Plans; 2025 Media Receivables; bank accounts; Seller emails (except as expressly part of books and records); email addresses of employees who continue with Seller post-Closing; Avoidance Actions; rights against affiliates or insiders; amounts owed from pre-petition lenders; and any liability related to the Form Portfolios LLC dispute (per Doc 211).
• Dansk Assets (per Doc 212): All assets of Seller related to Dansk Designs (a home goods brand acquired and operated by Seller since 2021), including all Dansk and Kobenstyle trademarks, patents, copyrights, trade dress (registered and unregistered), all designer agreements (e.g., Niels Refsgaard), the Dansk.com domain and all associated credentials and passwords, all Dansk social media accounts (Instagram, Facebook, X, LinkedIn) with login information, physical and digital archives (brochures, catalogs, photographs, samples, prototypes, mold designs, technical specifications), all media and marketing assets, vendor information (manufacturer lists, contact info, accounts payable data for 2025, and purchase orders for 2025), customer data (consumer and wholesale since Seller's 2021 acquisition of Dansk), and all physical Inventory (finished goods and components for current SKU production). Seller shall also provide Buyer access to Google Drives with historical supplier/vendor information organized by brand. Excluded Assets include: cash; non-assigned contracts (CBA, Schoolhouse Facility Lease, Corporate HQ Lease); real property; 2025 Media Receivables; bank accounts; Seller emails (subject to Google Drive access above); Avoidance Actions; rights against affiliates or insiders; insurance policies (except proceeds related to Purchased Assets); and any assets wholly unrelated to Dansk (per Doc 212).

Stalking Horse Bid

• The Debtor has entered into a Stalking Horse Agreement with F52, LLC, which represents the highest or best offer received during the pre-petition sale process.
• Documents: Include a duly executed, non-contingent purchase agreement (marked against the Stalking Horse Agreement) and a schedule of assumed contracts.
• Financing: Provide committed financing documents demonstrating sufficient debt/equity funding and working capital. Financing must not be subject to internal approvals, syndication, or diligence.
• Adequate Assurance: Include adequate assurance of future performance for assumed contracts, such as three years of financial statements, tax returns, and business plans.
• No Contingencies: The bid must not be conditioned on financing, internal approvals, or due diligence.
• Corporate Authority: Evidence of board approval for the submission and consummation of the transaction.
• Irrevocability: The bid must remain irrevocable until the Debtor accepts a higher bid and the bidder is not designated as the Backup Bidder.

Closing of the sale must be reasonably likely to occur on or before February 13, 2026.

Food52 APA — Original and Amended Purchase Price (per Doc 210): The original Asset Purchase Agreement executed December 29, 2025 provided an aggregate purchase price of $6,500,000, comprising a credit bid of outstanding DIP obligations and $3,080,000 in cash, plus assumption of Assumed Liabilities. The APA was subsequently amended on February 6, 2026 to increase the aggregate purchase price to $9,900,000 (expressed as $10,300,000 minus the Expense Reimbursement ($200,000) minus the Break-Up Fee ($200,000) minus the Credit Bid Amount ($3,420,000 plus accrued interest and fees under the DIP), with the balance payable as the Closing Consideration in cash). The Stalking Horse Bid constitutes a Qualified Bid and was selected as the highest and best offer for the Food52 Purchased Assets (per Doc 210).

Schoolhouse APA Qualified Bid (per Doc 211): The Troy-CSL Lighting, Inc. bid constitutes a Qualified Bid as defined in the Bidding Procedures. Troy-CSL Lighting, Inc. is the Successful Bidder for the Schoolhouse Purchased Assets (per Doc 211).

Dansk APA Qualified Bid (per Doc 212): The Form Portfolios LLC bid constitutes a Qualified Bid. Form Portfolios LLC is deemed a Qualified Bidder for all purposes under the Bidding Procedures (per Doc 212).

Credit Bid (per Doc 210)

• F52, LLC has credit bid all outstanding secured obligations under the postpetition financing facility (the DIP) approved pursuant to the Final DIP Order (per Doc 210).
• The Credit Bid Amount equals $3,420,000 plus accrued interest and fees under the DIP (per Doc 210).
• The Credit Bid constitutes a valid and proper component of the Stalking Horse Bid pursuant to section 363(k) of the Bankruptcy Code. F52, LLC is authorized to credit bid pursuant to the terms of the Final DIP Order (per Doc 210).

Per-Asset Purchase Prices

• Food52 Assets Purchase Price(per Doc 210):
  • Aggregate purchase price: approximately $10,300,000 minus the Expense Reimbursement ($200,000) minus the Break-Up Fee ($200,000) minus the Credit Bid Amount ($3,420,000 plus accrued interest and fees), with the balance paid as Closing Consideration in cash, plus the Credit Bid.
  • The amended APA (February 6, 2026) reflects a materially increased purchase price of approximately $9,900,000, up from the original $6,500,000 (per Doc 210).
  • The Debtor's determination that this consideration constitutes the highest and best offer is a valid exercise of business judgment (per Doc 210).
• Schoolhouse Assets Purchase Price(per Doc 211):
  • Aggregate purchase price: $2,200,000, comprised of Closing Consideration of $1,980,000 paid at Closing by wire transfer of immediately available funds, plus application of the $220,000 Good Faith Deposit (per Doc 211).
• Dansk Assets Purchase Price(per Doc 212):
  • Aggregate purchase price: $250,000 in cash plus the waiver of any administrative expense claim entitled to priority under sections 503(b) or 507(a)(2) of the Bankruptcy Code that Form Portfolios LLC may hold against the Debtor (per Doc 212).
  • A $25,000 deposit was wired by Form Portfolios LLC to Seller on February 3, 2026; the remaining $225,000 is payable at Closing by wire transfer of immediately available funds (per Doc 212).
  • The Stalking Horse Agreement for Dansk includes no provisions for a break-up or termination fee (per Doc 212).

Good Faith Deposit

• Amount: 10% of the Purchase Price.
• Terms: The deposit must be held in a segregated interest-bearing escrow account.
• Disposition:
  • The Successful Bidder's deposit will be applied to the purchase price at closing.
  • Deposits from unsuccessful bidders will be returned within five business days after the Auction.
  • If a Successful Bidder breaches the agreement, the Debtor may retain the deposit as liquidated damages.

Overbid & Auction Mechanics

• Minimum Bid: To challenge the Stalking Horse Bid, an initial overbid must equal at least $7,000,000. This amount is comprised of:
  • The Stalking Horse Bid amount: $6,500,000;
  • The Break-Up Fee: $200,000;
  • The Expense Reimbursement: $200,000; plus
  • The Minimum Overbid Increment: $100,000.
• Subsequent Bids: Must exceed the prevailing bid by the Minimum Overbid Increment of $100,000.
• Auction Process:
  • If no Qualified Bids other than the Stalking Horse Bid are received, the Auction will be canceled.
  • If multiple Qualified Bids are received, the Auction will proceed with a "Baseline Bid" announced prior to commencement.
  • The Auction will continue until only one highest or best bid remains.
  • The Debtor will designate a Backup Bidder (the next-highest qualified bidder), who must remain obligated to close if the Successful Bidder fails to do so.
• Schoolhouse-Specific Overbid Requirements (per Doc 211):
  • Initial Overbid: Must consist of only cash consideration (other than Assumed Liabilities) equal to at least the sum of (A) the Stalking Horse Purchase Price (excluding Assumed Liabilities), (B) the Reimbursable Expenses Amount, and (C) $750,000.
  • Minimum Overbid Increment: Each subsequent overbid above the Auction Baseline Bid must be in increments of not less than $750,000 in value.

Bid Protections

• Break-Up Fee: $200,000.
• Expense Reimbursement: Up to $200,000.
• These protections are payable solely to the Stalking Horse Bidder (F52, LLC) and are granted administrative expense status with first priority pursuant to sections 503(b) and 507(b)(1) of the Bankruptcy Code, superior to any other estate expense. Both are secured by all assets of Seller on a pari passu basis with the DIP obligations and are payable from the proceeds of an Alternative Transaction (per Doc 210).
• The Break-Up Fee is payable if the APA is terminated due to Bankruptcy Court approval of a sale to a Third Party, acceptance of an Alternative Transaction, failure to close by the Outside Date, or Seller's breach, or if Seller consummates an Alternative Transaction (per Doc 210).
• No other Qualified Bidder is entitled to a break-up fee or expense reimbursement.
• Schoolhouse APA — No Bid Protections (per Doc 211): Troy-CSL Lighting, Inc. expressly disclaims any right to receive a break-up fee as cash liquidated damages or any expense reimbursement for fees and expenses in connection with diligence, documentation, and funding of the Schoolhouse transaction. Seller shall not be responsible for any special or consequential damages related to any breach by Seller (per Doc 211).
• Dansk APA — No Bid Protections (per Doc 212): The Dansk APA includes no break-up fee or termination fee provisions (per Doc 212).

Assumed Liabilities & Cure Costs

• In each APA, the Buyer assumes only (i) liabilities arising under Assigned Contracts from and after the Closing Date and (ii) Cure Costs up to the applicable cap. All pre-Closing liabilities — including taxes, employee compensation and benefit obligations, accounts payable, environmental liabilities, and liabilities for pending actions — are Excluded Liabilities not assumed by any Buyer.
• Food52 APA — Cure Costs Cap: $150,000 (per Doc 210)
  • Prior to exercising termination rights due to Cure Costs exceeding the Cap, Buyer will negotiate in good faith with counterparties to reduce Cure Costs or enter into new contracts. If unsuccessful, Buyer shall provide Seller the option to pay the excess Cure Costs at Closing; if Seller does so, Buyer cannot assert a violation of the Cure Costs Cap closing condition (per Doc 210).
  • Buyer may designate additional contracts as Transferred Contracts (Assigned Contracts); Cure Costs for Transferred Contracts do not count toward the Cap (per Doc 210).
• Schoolhouse APA — Cure Costs Cap: $5,000 (per Doc 211)
  • Same good-faith negotiation and Seller-pay-excess mechanics apply. Cure Costs associated with any Cure Cost Assigned Contract that is terminated or rejected do not count toward the Cap. Cure Costs for Transferred Contracts designated by Buyer do not count toward the Cap (per Doc 211).
• Dansk APA — Cure Costs Cap: $15,000 (per Doc 212)
  • Same mechanics apply. For the avoidance of doubt, Cure Costs above the Cap are the sole obligation of Seller. Buyer's aggregate liability under the Dansk APA (for any reason, including fraud or willful and material breach) shall not exceed $15,000 (per Doc 212).

Assumption and Assignment

• The Debtor will file a Cure Notice identifying contracts to be assumed and the proposed cure amounts.
• Objections: Counterparties must file objections regarding cure amounts or adequate assurance within 14 days of service of the Cure Notice.
• Effect of Non-Objection: Failure to timely object constitutes consent to the assumption, assignment, and cure amount, barring any future claims regarding defaults or adequate assurance.
• The Cure Notice was filed on January 13, 2026 (as amended and supplemented) across all three APAs (per Doc 210, 211, 212).
• Pursuant to section 365(f) of the Bankruptcy Code, any provisions in Assigned Contracts prohibiting or conditioning assignment are unenforceable. No assignment fees may be charged to the Buyer or Debtor in connection with any assumption and assignment (per Doc 210, 211, 212).
• Dansk APA — Specifically Identified Assigned Contracts (per Doc 212): The Dansk APA enumerates the following designer and license agreements as Assigned Contracts:
  • Design Agreement (December 16, 1992) with Jens H. Quistgaard, as amended
  • Design Agreement (March 22, 2012) with Qubbra ApS
  • Letter Agreement (February 6, 1980) with Niels Refsgaard, as amended
  • Design Agreement (October 1, 1999) with Robin Levien
  • Letter Agreement (September 25, 2005) regarding heirs of Vivianna Torun Bulow-Hube
  • Distributor Agreement (May 1, 1995) with Sato-Shoji Corporation
  • License Agreement (January 1, 1997) with Sato-Shoji Corporation, as amended
  • Distribution Agreement (August 30, 2019) with Shenzhen Feng Yi E-Commercial Co., Ltd.
  • Letter (April 1, 2018) with Kitchen Craft (Hong Kong) Limited
  • License Agreement (September 1, 2007) with Dom Plus Andrzej Brakasator, as amended
  • Design Assignment (June 2019) with Chaozhou Loving Home Porcelain CO., LTD.
  • Designer's Agreement (January 1, 2008) with Joost During d.b.a Yoast Silver, as amended

Back-Up Bidders

• Food52 Assets (per Doc 210): Static Media Inc. is designated as the Back-Up Bidder. If F52, LLC fails to close the sale by February 13, 2026 (or such later date extended by the Debtor in consultation with Buyer and the Consultation Parties, and with agreement of the Back-Up Bidder), the Back-Up Bid will be deemed the Successful Bid, Static Media Inc. will be deemed the Successful Bidder, and the Debtor shall promptly submit an order to approve the sale to Static Media Inc. in accordance with the Back-Up Bid (per Doc 210).
• Schoolhouse Assets (per Doc 211): SH Operations, LLC is designated as the Back-Up Bidder. The same trigger and procedure applies if Troy-CSL Lighting, Inc. fails to close the sale by February 13, 2026 (or such extended date) (per Doc 211).

Post-Closing Arrangements

• Two-Week Contract Window (all APAs): For a period not to exceed two weeks post-Closing, if a contract with a customer or vendor of Seller related to the applicable brand is not included in the Assigned Contracts at Closing but is discovered by Seller or Buyer after Closing, either party shall notify the other and Buyer shall have the option to take assignment without additional consideration; Buyer shall pay the applicable Cure Costs for any such added contract (per Doc 210, 211, 212).
• Google Workspace / Email Access — Food52 (per Doc 210): For a period not to exceed three months post-Closing, Seller shall maintain Google Workspaces housing emails related to the Food52 Purchased Assets and Assumed Liabilities. Buyer shall reimburse Seller at a rate of $5,000 per month. During such period, Buyer may request that former Seller employees retrieve and provide copies of relevant emails from such Google Workspace (per Doc 210).
• Digital Platform Transfers — Food52 (per Doc 210): Following Closing, Seller shall transfer Food52 information from Vercel to Buyer and provide Buyer full access to the Food52 Shopify instance. Prior to, at, or immediately following Closing, Seller shall deliver administrative and technical access credentials for all domains, websites, social media platforms, Amazon Web Store, Shopify, and other online accounts and services. Fees required by Online Platforms are paid by Buyer, except that past-due pre-Closing amounts remain Seller's responsibility (per Doc 210).
• Digital Platform Transfers — Schoolhouse (per Doc 211): Seller shall transfer Schoolhouse information from Vercel to Buyer, provide full Schoolhouse Shopify instance access, and deliver complete lists of and admin access to all domain registrars, all Schoolhouse social media accounts, and all commerce platforms (per Doc 211).
• Pre-Closing Social Media Maintenance — Schoolhouse (per Doc 211): From the Effective Date until Closing, Seller shall use commercially reasonable efforts to conduct the Schoolhouse business in the ordinary course, including posting content to Schoolhouse accounts no less frequently than once every 24 hours and refreshing the Schoolhouse home page at least five times in any seven-day period (per Doc 211).
• Access to Books and Records (all APAs): Following Closing, each Buyer will permit Seller and Seller's representatives reasonable access during normal business hours to Purchased Asset-related records, premises, personnel, and contracts for purposes of preparing Tax Returns and facilitating wind-down of Seller (per Doc 210, 211, 212).
• Employee Matters (per Doc 210): Seller is solely responsible post-Closing for all liabilities relating to Benefit Plans (including accrued and unused paid time off) and all compensation payable to current or former employees, officers, directors, managers, independent contractors, or consultants. Buyer shall offer employment at or promptly after Closing to those employees with department descriptions, hire dates, locations, and job titles set forth on Exhibit C (per Doc 210).
• Confidentiality (per Doc 211, 212): From and after Closing, Seller and its affiliates shall hold in confidence all Confidential Information relating to the Purchased Assets, except as required by law or if the information is publicly available through no fault of Seller (per Doc 211, 212).
• Misrouted Funds (per Doc 211, 212): If Seller receives funds relating to Purchased Assets post-Closing, Seller must remit such funds to Buyer within ten Business Days. If Buyer receives funds relating to Excluded Assets or to pre-Closing purchase orders, Buyer must remit such funds to Seller within ten Business Days (per Doc 211, 212).
• Inventory Transfer — Dansk (per Doc 212): Seller shall facilitate transfer of all Dansk Inventory to Buyer immediately following Closing (including inventory at third-party warehouses). Seller is responsible for all landed duty, freight, and storage charges prior to Buyer's acceptance; Buyer is responsible for such charges after acceptance. Buyer bears sole responsibility for physically removing Inventory (per Doc 212).
• Name Cessation and Change:
  • Food52 (per Doc 210): Seller shall cease using "Food52," "Five Two," or any substantially similar name within two days of Closing (except as necessary for wind-up). Seller shall legally change its corporate and business names within five days of Closing. As of Closing, Seller grants Buyer a perpetual, exclusive, and royalty-free license to use "Food52," "Five Two," and all variations worldwide. Following Closing, neither Seller nor any affiliate shall grant any license or right to use the names "Food52," "Five Two," "Schoolhouse," or "Dansk" to any other person (per Doc 210).
  • Schoolhouse (per Doc 211): Seller shall cease using "Schoolhouse" or any substantially similar name within two days of Closing (except as necessary for wind-up). Seller shall legally change its corporate and business names within five days of Closing. Within 15 days of Closing, Seller shall file a motion with the Bankruptcy Court to change the case caption to remove references to "Food52" and "Schoolhouse." As of Closing, Buyer receives perpetual, exclusive, and royalty-free use of "Schoolhouse" and all variations worldwide. Seller may not license "Schoolhouse" to any other person post-Closing (per Doc 211).
  • Dansk (per Doc 212): Seller shall cease using "Dansk" or any substantially similar name within two days of Closing (except as necessary for wind-up). As of Closing, Buyer receives perpetual, royalty-free use of "Dansk" and all variations worldwide. Seller may not license "Dansk" to any other person post-Closing (per Doc 212).

Notable Carve-Outs & Special Provisions

• Multnomah County, Oregon Liens (all APAs): The County of Multnomah, Oregon's liens, claims, interests, and other rights in and to the real property located at 2181 NW Nicolai St., Portland, OR are expressly preserved in all three APAs and are not impaired by any Sale Order (per Doc 210, 211, 212).
• Chubb Insurance Contracts (all APAs): Nothing in any APA or Sale Order permits or effects a sale, assignment, or transfer of any Chubb insurance policies to any Buyer. No Buyer is, or shall be deemed to be, an insured under any Chubb Insurance Contract. The Debtor retains the right to pursue any insured claim with respect to the relevant Purchased Assets in accordance with the terms of the Chubb Insurance Contracts (per Doc 210, 211, 212).
• Dansk Dispute — Form Portfolios LLC (per Doc 212): The Dansk APA resolves Form Portfolios LLC's objection filed January 30, 2026 to the Debtor's proposed sale of Dansk assets under section 363 of the Bankruptcy Code. However, Form Portfolios LLC expressly preserves all rights, claims, and defenses in the Federal Action (Form Portfolios, LLC v. Food52, Inc., No. 1:24-cv-07690-NCM-CLP, E.D.N.Y.) if it is not the Successful Bidder. The APA contains no admission by Form Portfolios LLC as to ownership or validity of any intellectual property. If the transaction does not close, neither the APA nor any of its provisions shall be admissible in or used in connection with the Federal Action (per Doc 212).
• Form Portfolios LLC Carve-Out — Schoolhouse APA (per Doc 211): Any assets, rights, intellectual property, or other interests of Form Portfolios LLC do not constitute Purchased Assets under the Schoolhouse APA and are not being sold, transferred, or conveyed to Troy-CSL Lighting, Inc. pursuant to that APA or its Sale Order (per Doc 211).
• Successor Liability Protections (all APAs): No Buyer under any APA is deemed a successor to, continuation of, or alter ego of the Debtor by reason of any theory of law or equity, and no Buyer assumes liability for pre-Closing obligations of the Debtor, including ERISA, COBRA, WARN, CERCLA, labor and employment, environmental, tax, and products liability obligations, except for the applicable Assumed Liabilities (per Doc 210, 211, 212).
• Tax Matters — Dansk (per Doc 212): Transfer Taxes arising from the sale of the Dansk Purchased Assets are borne by Form Portfolios LLC, which shall timely file all related Tax Returns. Ad valorem Taxes are prorated as of the Closing Date. The parties shall prepare and deliver a tax Allocation Schedule within 60 days following Closing pursuant to Code Section 1060 and applicable Treasury Regulations (per Doc 212).
• Good Faith Purchaser Protections (all APAs): Each Buyer is confirmed as a good faith purchaser within the meaning of section 363(m) of the Bankruptcy Code and is entitled to full protections of that section. The sale process was conducted at arm's length, non-collusively, and in good faith. No reversal or modification on appeal affects the validity of any Transaction unless the authorization is duly stayed pending appeal (per Doc 210, 211, 212).
• Representations and Warranties: All representations, warranties, and covenants terminate at Closing, except for covenants requiring performance after Closing. No bulk sales law or similar law applies to any of the transactions (per Doc 210, 211, 212).

Key Dates

• Sale Notice and Cure Notice Filing: January 13, 2026
• Stalking Horse Adequate Assurance Service: January 20, 2026
• Consolidated Key Dates Across All APAs:
  • Bankruptcy Case Filed: December 29, 2025
  • Original Food52 APA Executed / Sale Motion Filed: December 28–29, 2025 (per Doc 210)
  • Bidding Procedures Order Entered: On or before January 9, 2026 (per Doc 210); January 12, 2026 (per Doc 212)
  • Form Portfolios LLC Sale Objection Filed: January 30, 2026 (per Doc 212)
  • Bid Deadline: February 3, 2026 at 4:00 p.m. (Prevailing Eastern Time)
  • Dansk Deposit Wired by Form Portfolios LLC: February 3, 2026 ($25,000) (per Doc 212)
  • Auction (if held): February 5, 2026 (per Doc 211)
  • Amended Food52 APA / Dansk APA Effective Date: February 6, 2026 (per Doc 210, 212)
  • Sale Hearing: February 10, 2026
  • Sale Order Entered: February 11, 2026 (per Doc 210, 212)
  • Targeted Closing Date: On or before February 13, 2026 (or such later date as may be extended by the Debtor in consultation with Buyer and the Consultation Parties, and with agreement of the Back-Up Bidder)
  • Dansk Bankruptcy Sale Consummation Milestone (latest): On or before February 18, 2026, or such later date as Buyer shall agree in writing (per Doc 212)
  • Outside Date (all APAs): February 28, 2026
  • Inventory Schedule Delivery: At least five Business Days prior to Closing (per Doc 210, 212)
  • Warehouse Access for Inventory Inspection: At least five days prior to Closing (per Doc 210, 212)
  • Inventory Transfer (Food52): Within 72 hours after Closing (per Doc 210)
  • Name Change Filing: No later than five days after Closing (per Doc 210, 211)
  • Case Caption Change Motion: Within 15 days of Closing (per Doc 210, 211)
  • Allocation Schedule Delivery (Dansk): Within 60 days following Closing (per Doc 212)
  • Google Workspace Maintenance Period (Food52): Up to three months post-Closing at $5,000/month (per Doc 210)
  • Post-Closing Contract Discovery Window (all APAs): Up to two weeks post-Closing (per Doc 210, 211, 212)