GBI Services - Chapter 11 Bidding Procedures Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Debtors: GBI Services, LLC and its affiliates, including Nicklaus Companies, LLC; NIJN-V, LLC; Nicklaus Real Estate Licensing, LLC; Nicklaus Project Management Services, LLC; Nicklaus Advisory, LLC; Nicklaus Design, LLC; Nicklaus Interactive, LLC; Nicklaus Brands, LLC; Nicklaus International Brand Management, LLC; Jack Nicklaus Golf Club, LLC; and Nicklaus Golf Equipment Company, L.C.
• Investment Banker: Cassel Salpeter & Co., LLC
• Debtor Notice Parties: Weil, Gotshal & Manges LLP; Richards, Layton & Finger, PA; and Cassel Salpeter & Co., LLC
• Other Notice Parties: The U.S. Trustee, the IRS, the U.S. Attorney’s Office (Delaware), and counsel to the Prepetition Junior Term Loan Lender, Prepetition Priority Bridge Loan Lender, and the DIP Lender (Kirkland & Ellis LLP and Young Conaway Stargatt & Taylor, LLP).

Assets Being Sold

• The Debtors are soliciting bids for the potential sale of substantially all of the Debtors' assets.
• Bids must clearly state the assets contemplated by the proposal and those excluded.
• The sale is to be free and clear of liens, claims, interests, and encumbrances pursuant to section 363(f) of the Bankruptcy Code, with such interests attaching to the sale proceeds.

Stalking Horse Bid

• The Debtors request authority to designate one or more Stalking Horse Bidders prior to the Auction and enter into a Stalking Horse Agreement.
• If a Stalking Horse is designated, the Debtors may offer Stalking Horse Bid Protections, subject to Court approval.
• If no other Qualified Bid is received by the Qualified Bid Deadline, the Debtors may cancel the Auction and designate the Stalking Horse Bidder as the Successful Bidder.

Credit Bid

• Parties holding a perfected security interest, including the DIP Lender, Prepetition Priority Bridge Loan Lender, and Prepetition Junior Term Loan Lender, may credit bid pursuant to section 363(k) of the Bankruptcy Code.
• The DIP Lender is deemed a Qualified Bidder for any assets on which it timely submits a credit bid.
• Any credit bid must include a cash component sufficient to pay any applicable Termination Payment.

Bid Requirements

• To be considered a Qualified Bid, a proposal must satisfy several requirements, including:
  • Good Faith Deposit: A cash deposit equal to 10% of the proposed Purchase Price.
    • The DIP Lender may use DIP Obligations as a credit toward the deposit requirement; however, such amounts are subject to forfeiture in the event of a breach.
  • Purchase Price & Consideration: Clearly identify the purchase price in U.S. dollars, specifying whether it is an all-cash offer or includes a credit bid component.
  • Documentation: Include an executed Proposed Agreement marked against the form agreement, along with a complete set of disclosure schedules.
  • No Contingencies: The bid must be unconditional, not subject to financing or due diligence contingencies, and irrevocable until the Debtors notify the bidder otherwise.
  • Assumed Liabilities & Contracts: Identify with particularity the liabilities to be assumed and the executory contracts/leases to be assigned.
  • Adequate Assurance: Provide financial information sufficient to demonstrate adequate assurance of future performance under section 365(f)(2)(B) of the Bankruptcy Code.
  • Corporate Authority: Evidence of board approval authorizing the bid and the transaction.
• Bids must also include specific representations that the bidder has completed due diligence, has not engaged in collusion, and agrees to serve as a Back-Up Bidder if selected.

Bid Protections

• The Debtors may provide a Stalking Horse Bidder with a break-up fee and expense reimbursement (collectively, the "Termination Payment") and other customary protections.
• Any Stalking Horse Bid Protections are subject to Court approval.
• Bidders other than a Stalking Horse must expressly waive any entitlement to break-up fees, expense reimbursements, or substantial contribution claims.

Overbid

• Starting Bid: The Debtors will determine the highest or best bid to serve as the Starting Bid at the Auction.
• Minimum Overbid: Subsequent bids must be made in increments announced by the Debtors.
  • If a Stalking Horse Bid exists, the initial minimum overbid must equal the Termination Payment plus an additional amount announced by the Debtors.

Auction Details

• Date & Location: February 4, 2026, at 10:00 a.m. ET. The Auction will be held at the offices of Weil, Gotshal & Manges LLP (New York or Miami) or virtually.
• Participation: Only Qualified Bidders may participate. The Auction will be conducted openly and recorded.
• Cancellation: If only one Qualified Bid (or no Qualified Bid other than the Stalking Horse) is received, the Auction may be cancelled.

Consultation Rights

• The DIP Lender generally does not have Consultation Rights or Information Rights unless it irrevocably notifies the Debtors in writing that it will not submit a bid.
• If the DIP Lender opts out of bidding, it is entitled to receive copies of bids and consult with the Debtors regarding modifications to bidding procedures, the designation of Stalking Horse Bidders, and the selection of the Successful Bidder.

Assumption and Assignment

• Cure Notice: The Debtors will file a notice listing potentially assigned contracts and proposed Cure Costs by January 20, 2026.
• Objections:
  • Objections to Cure Costs or Consent Rights must be filed by January 30, 2026.
  • Objections to Adequate Assurance of Future Performance must be filed by February 9, 2026.

Post-Closing Arrangements

• Bids must identify whether a Transition Services Agreement (TSA) is required, including the type and duration of services.
• The Debtors request a waiver of the 14-day stay periods under Bankruptcy Rules 6004(h) and 6006(d) to allow for immediate closing.

Key Dates

• Initial Assumption and Assignment Notice Deadline: January 20, 2026
• Deadline for Non-Binding Indications of Interest: January 20, 2026, at 4:00 p.m. ET
• Cure Cost and Consent Right Objection Deadline: January 30, 2026, at 4:00 p.m. ET
• Bid Deadline: February 2, 2026, at 4:00 p.m. ET
• Auction Date (if necessary): February 4, 2026, at 10:00 a.m. ET
• Sale Transaction and Adequate Assurance Objection Deadline: February 9, 2026, at 4:00 p.m. ET
• Sale Hearing: February 13, 2026