Glenwood Caverns Holdings - Chapter 11 Plan Terms

Plan Terms

Overview

• The Debtor, Glenwood Caverns Holdings LLC (the “Debtor” or the “Plan Proponent”), proposes the Plan pursuant to sections 1125 and 1129 of the Bankruptcy Code.
• The lynchpin of the Plan is the proposed sale of the Debtor’s amusement park (the “Park”) assets to Glenwood Mountain LLC (the “Stalking Horse Bidder”), subject to higher and better proposals, as set forth in the Asset Purchase Agreement dated June 8, 2026 by and between the Purchaser and the Debtor.
  • The Stalking Horse Bidder, or any higher and better bidder ultimately selected pursuant to the Bidding Procedures, is referred to as the “Purchaser.”
• The Debtor’s Prepetition Secured Lender is Community Banks of Colorado, a Division of NBH Bank.

Best Interests Test and Liquidation Analysis

• The Debtor estimates that, in a hypothetical Chapter 7 liquidation, Class 2 and Class 3 creditors would receive less than one percent (1%) of their claims, because a Chapter 7 trustee could not realistically operate the Park, goodwill would disappear, the mountaintop real estate has little alternative use (access only by gondola or a steep service road that would cost $3–5 million to regrade), and the rides were purpose-built with no salable value off-site.

Sale Transaction

• The Stalking Horse Bidder proposes to acquire substantially all assets of the Debtor associated with its business operations, including without limitation the real estate, all improvements to the real estate, fixtures and rides at the Park, all owned equipment and other personal property, permits and trademarks, but excluding cash (subject to adjustment as provided in the Asset Purchase Agreement) and assets such as tort claims not related to the purchased assets.
• In consideration for the Purchased Assets, the Buyer shall pay an aggregate Purchase Price consisting of:
  • A cash payment of $1,000,000;
  • Plus the Seller Proration Credit or less the Buyer Proration Amount, as applicable;
  • Payment of the Cure Costs; and
  • The assumption of the Assumed Liabilities.
• The Stalking Horse Bidder proposes to assume the Secured Claim of the Prepetition Secured Lender, as modified, pursuant to the Class 1 claim treatment in the Plan, and will also pay cash of $1 million to the estate for distribution pursuant to the terms of the Plan.
• Distribution of the sale proceeds is structured as follows:
  • Class 3 Trade vendors will receive 10% of their Allowed Claims in cash 30 days after the Effective Date of the Plan.
  • The remainder of net proceeds, after payment of Administrative Expense Claims and reserves for necessary expenses, will be available for distribution to the Class 2 Estifanos Claim.
• Pursuant to the Bid Procedures, the Buyer has delivered 10% of the Purchase Price (without regard to prorations) to Seller’s counsel as a good faith deposit (the “Deposit”).
• The Plan shall constitute a motion by the Debtor to the Purchaser, and the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to sections 363, 1122, 1123, and 1141 of the Bankruptcy Code, for the transfer of the Purchased Assets free and clear of all liens, claims, encumbrances, and interests of any nature, whether at law or equity, except for the Permitted Encumbrances.
  • Pursuant to Bankruptcy Code sections 363(f) and 1141(c), the sale and transfer of the Purchased Assets shall be free and clear of all claims, interests, obligations and encumbrances held by creditors of the Debtor, except for Permitted Encumbrances.
  • The Purchaser shall be deemed a good faith purchaser pursuant to section 363(m) of the Bankruptcy Code and shall be entitled to the protections thereof.
  • The consideration provided by the Purchaser (subject to higher and better bids) represents reasonably equivalent value under the Bankruptcy Code, fair consideration under any Uniform Voidable Transfer Act, Uniform Fraudulent Transfer Act, or Uniform Fraudulent Conveyance Act, and reasonably equivalent value, fair consideration, fair salable value, and fair value under any other applicable laws.
• The Closing must occur on or before a date in 2026 to be specified, or such later date as may be agreed to by the Parties.

Stalking Horse Bidder

• Glenwood Mountain LLC is a newly formed entity, organized for the purpose of acquiring and operating the Park, and is owned and operated by Mr. Jeff Crivello.
• Mr. Crivello and his entities are experienced distressed investors who have participated in bankruptcy acquisitions, which, coupled with extensive experience in hospitality and entertainment, made the Park a logical acquisition for the Stalking Horse Bidder. His background includes:
  • Founding TREW Capital Management, a business focused on special hospitality situations in the public and private markets;
  • Founding Ciao Hospitality Group LLC, which owns and operates the Cowboy Jack’s and Sally’s Saloon brands, and Rubio’s Restaurant Group LLC, which owns and operates the Rubio’s brand, for a total of 80 locations; and
  • Serving five years as Chief Executive Officer of BBQ Holdings, Inc. (NASDAQ: BBQ), an international owner, operator, and franchisor of restaurants, as well as five years as a member of its Board of Directors.
• The Stalking Horse Bidder was selected on June 8, 2026 after a competitive process in which more than one offer to be Stalking Horse was received, and the Stalking Horse Bid reflects improvements to the offers available just one week earlier.
• The Debtor determined, in its business judgment, that the Stalking Horse Bidder represents the highest and best bid, subject to any better bids submitted pursuant to the process described below.
• The Stalking Horse Bidder has no prior connection with the Debtor; it is not an insider of the Debtor, nor is it associated with one.

Bidding Procedures

• On May 27, 2026, the Bankruptcy Court entered the Order (I) Approving Bidding Procedures for Debtor’s Plan, (II) Authorizing Certain Bid Protections and Authorizing the Debtor to Enter into a Stalking Horse Agreement, (III) Scheduling an Auction and Related Dates thereto, (IV) Approving Contract Assumption and Assignment Procedures, and (V) Granting Related Relief (the “Bid Procedures Order”) (Docket No. 225).
• Due to the seasonality of the Park’s business, HCF has guided Potential Bidders to be prepared to make offers in June or July 2026.
• To be eligible to participate in the bidding process, a Potential Bidder must deliver to the Debtor an executed confidentiality and non-disclosure agreement acceptable to the Debtor.
  • Only those Potential Bidders that have done so shall be eligible to receive access to the Debtor’s electronic data room and additional non-public information.
  • Potential Bidders are prohibited from communicating among themselves without the Debtor’s prior written consent, and the Debtor reserves the right to disqualify any bidder that violates this prohibition.
• To participate in the Auction, a Potential Bidder must submit a written, irrevocable, and binding bid (a “Binding Bid”) satisfying the Bid Requirements, including, among other things:
  • A clearly stated purchase price, with the source of consideration confirmed and not subject to any contingencies, including a detailed sources and uses schedule;
  • A cash deposit equal to ten percent (10%) of the purchase price (the “Good Faith Deposit”);
  • Committed financing that is unconditional and not subject to internal approvals, syndication requirements, or further diligence;
  • A markup of the as-filed Plan or a draft asset purchase agreement, including exhibits and schedules;
  • No contingencies, including financing, board approval, or due diligence contingencies;
  • Adequate assurance information demonstrating the Potential Bidder’s financial ability to consummate the transaction;
  • Submission to the jurisdiction of the Bankruptcy Court and waiver of jury trial rights; and
  • A written acknowledgment that the bidder has had the opportunity to conduct due diligence, has relied solely on its own independent review, and does not rely on any representations or warranties regarding the Debtor’s Assets or Equity except as stated in a plan markup.
• At a minimum, the purchase price must provide for payment of all priority and administrative expense claims and payment or assumption of the secured claim of the Prepetition Secured Lender.
• Only bids fulfilling all Bid Requirements may, in the Debtor’s discretion, be deemed “Qualified Bids,” and only those parties submitting Qualified Bids may be deemed “Qualified Bidders.”
• Any bid submitted by a party other than the Stalking Horse Bidder must be sufficient to pay the Bid Protection and result in additional consideration to the Debtor’s estate of at least $100,000 above the Stalking Horse purchase price.
  • Other than the Stalking Horse Bidder, no person or entity shall be entitled to any expense reimbursement, break-up fee, topping fee, termination fee, or similar payment, and by submitting a bid, each bidder is deemed to have waived any such right, including under Bankruptcy Code section 503(b).
• If one or more Qualified Bids (other than any Stalking Horse Bid) are received by the Bid Deadline, the Debtor shall conduct the Auction on July 24, 2026, at the offices of Brownstein Hyatt Farber Schreck, LLP, 675 15th Street, Suite 2900, Denver, Colorado 80202, or at such later time or other place as the Debtor shall determine.
  • Qualified Bidders will be allowed to participate virtually, and only Qualified Bidders (including any Stalking Horse Bidder) shall be entitled to bid.
  • Bidding will begin at the Starting Bid and must be made in minimum increments of $100,000.00 or such other amount as the Debtor determines in its sole discretion.
  • The Auction will continue until the Debtor determines, in its business judgment and consistent with its fiduciary duties, that one Qualified Bid is the highest or otherwise best bid and that further bidding is unlikely to result in a different outcome.
  • Each Qualified Bidder participating in the Auction shall confirm on the record that it has not engaged in any collusion, and the Auction shall be transcribed or recorded.
• If no Qualified Bids other than the Stalking Horse Bid are received by the Bid Deadline, the Debtor may cancel the Auction and designate the Stalking Horse Bid as the Successful Bid, subject to certain procedural requirements detailed in the Bid Procedures Order.
• Following the Auction (if any), the Debtor will promptly file a Notice of Successful Bidder identifying the Successful Bidder, the amount and form of consideration to be paid, the liabilities to be assumed, and the Potential Assumed Contracts to be assumed and assigned.
• The Good Faith Deposit of a Successful Bidder shall, upon consummation of the Transaction, be credited to the purchase price; if a Successful Bidder fails to consummate the Transaction, the Good Faith Deposit shall be forfeited to and retained irrevocably by the Debtor.

Break-Up Fee

• The Debtor was authorized, but not required, to provide a non-insider Stalking Horse Bidder a break-up fee and expense reimbursement in an aggregate amount not to exceed three percent (3%) of the purchase price under the Stalking Horse Agreement in the event the Debtor selects another bidder at Auction.
• The Debtor has agreed to a break-up fee of 3% of the Purchase Price.
  • If an alternative purchaser acquires substantially all of the assets of the Debtor or the equity in the Reorganized Debtor pursuant to the Plan, the Stalking Horse Bidder shall be entitled to a break-up fee of 3% of the Purchase Price (without regard to prorations), payable within five business days after such Closing.

Backup Bidder

• The Notice of Successful Bidder will also identify the Backup Bidder (the Qualified Bidder with the second highest or otherwise best bid), which shall be required to keep its Qualified Bid open and irrevocable until the closing of the Successful Bidder’s Transaction.
• If for any reason the Successful Bidder fails to consummate the Transaction within the time permitted, the Backup Bidder will automatically be deemed to have submitted the Successful Bid and shall consummate the Transaction as soon as commercially practicable without further order of the Court.
• The Stalking Horse Bidder is eligible to be the Backup Bidder; if it is not the prevailing bidder but is selected as the next highest and best bidder at the Auction, it shall keep its bid open and irrevocable through the earlier of the closing of an Alternative Transaction or the Outside Date.

Alternative Proposal

• If the Debtor accepts an alternative proposal for the purchase of assets, the provisions of § 3.01 of the Plan shall apply mutatis mutandis to the Successful Bidder, with references to the Purchaser meaning the alternative purchaser and references to the Asset Purchase Agreement meaning that of the Successful Bidder.
• If the Debtor accepts an alternative proposal for the investment of equity in the Reorganized Debtor, then:
  • The treatment of claims set forth in Article IV of the Plan, as modified by the alternative bid, shall bind the Reorganized Debtor and all creditors.
  • The Reorganized Debtor shall receive a discharge pursuant to Section 7.02 of the Plan, and the payment obligations set forth in Article IV shall be the Reorganized Debtor’s sole liabilities in respect of prepetition claims.
  • The proposed equity investor shall specify the amount of its committed investment and how much will be available to pay the Class 3 Creditor and how much will be retained as capital for the Reorganized Debtor, with this total amount and allocation filed as a modification to the Plan.
  • The executory contracts to be assumed and assigned pursuant to the Plan shall be assumed, but not assigned, and all other provisions regarding executory contracts set forth in the Plan shall apply.

Classification and Treatment of Claims

• Class 1 — Secured Claim of the Prepetition Secured Lender (Impaired):
  • Due to the competitive nature of the HCF process, the treatment of the Class 1 Claim has not been negotiated between the Prepetition Secured Lender and the Stalking Horse Bidder, and the Debtor reserves the right to modify the proposed treatment and provide amended loan and security documentation in the Plan Supplement or as otherwise permitted under Bankruptcy Code Section 1127.
  • The holder of the Class 1 Claim shall retain its Lien securing its Claim to the same extent and with the same priority as its pre-petition lien, and the Claim shall retain the same maturities set forth in the Loan Documents.
  • The Class 1 Claim shall accrue interest at the nondefault rate provided in the Loan Documents from and after the Effective Date, or at such other rate set forth in the Confirmation Order.
  • At the election of the Class 1 Creditor, the existing loan and security documents will govern, as modified specifically in the Plan; the Plan Supplement may include amended and restated loan and security agreements.
  • In the event a Successful Bidder other than the Stalking Horse Bidder is selected after the Voting Deadline, the holder of the Class 1 Claim may change its vote based upon the identity and its assessment of the strength of the Successful Bidder.
  • In the event the Purchaser is an all-cash purchaser, the Class 1 Claimant shall receive payment in full of its claim in cash on the Effective Date, but without default rate interest.
  • Expected Recovery: 100% of its prepetition claim plus post-petition interest at the nondefault rate.
• Class 2 — Estifanos Claim (Impaired): consists of Disputed Unsecured Claims held by the Estifanos in connection with the State Court Judgment.
  • The holders of the Class 2 Claim (to the extent allowed) shall receive all Net Sale Proceeds after payment of: (a) the Class 1 Claim, if the sale is for cash and not assumption of debt; (b) unclassified claims payable pursuant to § 4.02; (c) the 10% payment to Class 3 Creditors; (d) $100,000 to the Litigation Trust; and (e) a $250,000 reserve for the wind-down of the Debtor and the closing of the case.
  • The holders of the Class 2 Claim shall also receive Net Litigation Trust Proceeds, including payment on the Debtor’s applicable liability insurance policies.
  • The Class 2 Claim, including the State Court Judgment (subject to appeal and further proceedings), shall be preserved, but the holders’ sole recourse shall be against the distribution of Net Sale Proceeds and Net Litigation Proceeds.
  • A Class 2 claimant shall not receive a greater amount than its Allowed Claim plus interest at the federal judgment rate as of the Effective Date, or such higher rate as is necessary to comply with Bankruptcy Code section 1129(b), calculated from the Petition Date to the date of payment.
  • Expected Recovery: Assuming the Park is sold pursuant to the Asset Purchase Agreement and the Debtor performs in accordance with its projections, the Debtor estimates the Class 2 Claimant shall receive $4,394,000 in Net Sale Proceeds, plus the amount of insurance previously tendered (approximately $7,000,000), for a total anticipated recovery of $11,394,000, constituting 9.5% of its Disputed Class 2 Claim amount, which would be increased by any further recoveries from Net Litigation Proceeds.
• Class 3 — Other General Unsecured Claims:
  • The holders of Allowed Class 3 Claims shall receive 10% of the Allowed Amount of their respective General Unsecured Claims in cash, within 30 days after the Effective Date.
  • Expected Recovery: 10% of Allowed Claim.
• Class 4 — Equity: The equity interest held by GCAP Holdco shall be cancelled and the holder shall receive no distribution under the Plan unless all Allowed Claims have been paid in full pursuant to the terms of the Plan.

Litigation Trust

• On the Effective Date, the Debtor and the Litigation Trustee shall execute the Trust Agreement and establish the Litigation Trust, into which all Trust Assets will vest, governed by the Litigation Trust Agreement (in the event of a conflict, the Trust Agreement controls).
• The Litigation Trust Cause of Action is solely limited to all contractual rights and potential causes of action for extra-contractual liability against the Debtor’s former commercial general liability insurance carrier, NOVA Casualty Company, for bad faith under applicable state law.
• The Litigation Trust shall be established for the sole purpose of pursuing the Litigation Trust Cause of Action and distributing any Net Litigation Trust Proceeds (proceeds obtained from prosecution or settlement, after deducting the costs and expenses set forth in the Litigation Trust Agreement), for the sole benefit of the Class 2 Creditors, with no objective to continue or engage in a trade or business.
• The Litigation Trust Cause of Action shall be fully transferred to the Litigation Trust as of the Effective Date.
  • Notwithstanding the Debtor’s discharge, the Judgment shall remain in effect (subject to reversal or modification on appeal or subsequent proceedings) and remain valid against the Litigation Trust, subject to the terms of the Litigation Trust Agreement.
• The Litigation Trustee shall be Joli A. Lofstedt, Esq., who shall have authority to sue, settle, or abandon claims in her discretion and may retain any professionals necessary without the need for Court approval, including counsel on a contingency fee basis.
• The Litigation Trust shall be funded with $100,000 from the Debtor on the Effective Date.

Means for Implementation

• On the Effective Date, GCAP Holdco will return all cash (less a $25,000 wind-down reserve), estimated to be approximately $1 million, to the Debtor for distribution in accordance with the terms of the Plan and in full satisfaction of any liability GCAP Holdco may have to the Debtor.
• The only known Disputed Claim is the Class 2 Claim. Once all appeals are completed, the Reorganized Debtor shall promptly make distribution to the holder of the Class 2 Claim in the Allowed amount of the Claim.
  • If any excess funds remain after such distribution, the funds shall be distributed pro rata to the holders of the Class 3 Claims until paid in full, with any remainder to the Class 4 Equity Interest.
• The Reorganized Debtor shall be managed by Paul D. Maniscalco, subject to the terms of the Plan and the direction of GCAP Holdco (to the extent consistent with the Plan).
  • On the Effective Date, Mr. Maniscalco shall cease to be Chief Restructuring Officer and instead become Chief Wind-Down Officer, with compensation of $650 per hour, subject to a limit of $15,000 each calendar month.
  • The Litigation Trustee shall be compensated as set forth in the Litigation Trust Agreement, at $450 per hour plus expenses.
• All applications for allowance and payment of Administrative Claims, including Professional Fees, must be filed within 60 days following the Confirmation Date.

Releases

• As of the Effective Date, each Released Party is deemed released and discharged by the Debtor, the reorganized Debtor, the Estate, and any entity seeking to exercise their rights, from any and all claims, obligations, suits, judgments, damages, demands, debts, remedies, causes of action, rights of setoff, other rights, and liabilities whatsoever — whether for tort, contract, violations of federal or state securities laws, avoidance claims, or derivative claims — based on or relating to the Debtor, the conduct of the Debtor’s business, the efforts to restructure or liquidate the Debtor, the formulation, negotiation, or filing of the Plan, the prosecution of the Chapter 11 Case, and any other act, omission, transaction, or event taking place before the Effective Date.
• Entry of the Confirmation Order shall constitute the Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases, and shall constitute the Court’s finding that such releases are: (1) in exchange for good and valuable consideration provided by the Released Party; (2) a good faith settlement and compromise of the claims released; (3) in the best interest of the Debtor and the Estate; (4) fair, equitable, and reasonable; (5) given and made after due notice and opportunity for hearing; and (6) a bar to any Entity asserting any claim or cause of action released by the section.

Exculpation

• Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur any liability for, and each is released and exculpated from, any Exculpated Claim, obligation, Cause of Action, or liability, except for gross negligence, willful misconduct, or fraud (to the extent such duty is imposed by applicable non-bankruptcy law).
• The Exculpated Parties include, in each case in its capacity as such: (i) the Debtor; (ii) the Debtor’s managers, members, officers and directors who served or were employed during the Chapter 11 Case; (iii) any professional retained by the foregoing entities; and (iv) each of the foregoing’s successors and assigns, provided such Person shall be exculpated solely for actions taken during the Exculpation Period (the period between the Petition Date and the Effective Date).
• The Debtor (and its directors, officers, advisors and attorneys) shall be deemed to have participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code and applicable non-bankruptcy law with regard to the solicitation and distribution of the Plan, and shall not be liable for any violation of any applicable law, rule, or regulation governing such solicitation or distributions.

Discharge

• Pursuant to sections 1141(a), (c), and (d) and section 524 of the Bankruptcy Code, except as otherwise specifically provided in the Plan or in any document created pursuant to the Plan, the distributions, rights, and treatment provided in the Plan shall be in complete satisfaction, discharge, and release of all Claims, Interests, and Causes of Action of any nature whatsoever against the Debtor, the Estate, or any of their assets or properties, whether known or unknown, that arose before the Effective Date.
• On the Effective Date, the Confirmation Order shall be a judicial determination of the complete and full discharge of all Claims and Interests by any Person or Entity, subject to the Effective Date occurring. The Debtor shall receive a discharge on the Effective Date.

Conditions to Confirmation and the Effective Date

• As a condition to Confirmation, the Bankruptcy Court shall have entered an order confirming the Plan and finding that the Plan satisfies the requirements of 11 U.S.C. § 1129 (the “Confirmation Order”).
• As a condition to the Effective Date, the Bankruptcy Court shall have entered the Confirmation Order, and such order shall not be the subject of a stay and shall not have been reversed, vacated, or modified inconsistent with the transactions provided for in the Plan.
• The Effective Date is the first Business Day after the date on which both (a) all conditions in Article VIII of the Plan have been satisfied or waived and (b) no stay of the Confirmation Order is in effect. The Debtor shall promptly file a Notice of Effective Date after its occurrence.

Key Dates

• Voting Deadline: July 31, 2026, at 4:00 p.m. (Prevailing Mountain Time), unless extended by the Debtor.
• Plan Supplement filing deadline: on or before July 1, 2026.
• Cure/Assignment Objection Deadline: June 22, 2026.
• Deadline to Submit Qualified Bids: July 17, 2026.
• Auction (if necessary): July 24, 2026.
• Notice of Successful Bidder and Backup Bidder: promptly after the Auction.
• Deadline to Object to Plan Confirmation: July 31, 2026.
• Confirmation Hearing: August 14, 2026.