Groff Tractor Mid Atlantic - Chapter 11 APA Summary
Groff Tractor Mid Atlantic filed a third amendment to its asset purchase agreement with LB Advisors, the successful bidder designated following a January 21, 2026 auction, stipulating a final $1.1 million net working capital reduction with no further purchase price adjustments, adding certain executory contracts including agreements with Factor Systems and VFS Leasing (with $111,504.99 in cure costs), establishing consulting arrangements with key personnel, and amending the outside closing date to February 27, 2026.
Third Amendment to Asset Purchase Agreement Summary
Parties Involved
- Seller: Groff Tractor Mid Atlantic, LLC
- Buyer: LB Advisors, LLC, or its affiliate or assign
- The Debtors selected LB Advisors as the Successful Bidder for the Debtors' businesses and assets following an auction held on January 21, 2026.
Assets Being Sold
- All right, title, and interest of the Seller in and to the Purchased Assets, as defined in the Asset Purchase Agreement dated January 22, 2026.
- Excluded Assets (as amended and restated by the Third Amendment) include:
- All contracts and leases listed on Schedule 1.6(b) that are not included in Exhibit A to Schedule 1.1;
- All pre-petition executory contracts and unexpired leases not listed on Schedule 1.6(b);
- All claims and causes of action, including avoidance actions under Chapter 5 of the Bankruptcy Code, commercial tort claims, and claims against CNH Industrial America LLC, its affiliates and/or subsidiaries, CNH Industrial Capital America, LLC, its affiliates and/or subsidiaries, and Rubble Master Americas Corp., that Seller may have against any third-party, including any Governmental Authority; for the avoidance of doubt, nothing contained in the APA, any schedule or exhibit thereto, the Sale Order, or otherwise is intended to, nor shall it, release any claim or cause of action against any Person, including the foregoing named entities;
- Loans owed to Seller by any employee or director of Seller and any intercompany loans;
- All rights of Seller under the Agreement, and the agreements and instruments delivered to Seller by Buyer pursuant to the Agreement or the transactions contemplated thereby;
- The company seal, minute books, charter documents, stock or equity record books, and such other books and records as pertain to the organization, existence, or capitalization of Seller;
- All membership interests, capital stock, or other equity interests of Seller, including any options, warrants, or other securities exchangeable or convertible into membership interest, capital stock, or other equity interests of Seller;
- All of Seller's bank accounts, provided that nothing herein is intended to, nor shall it, alter any rights of Buyer set forth in the Transition Services Agreement or amend or alter in any way Buyer's rights with respect to funds deposited into such bank accounts on or after closing;
Assumption and Assignment
- Schedule 1.6(b) was amended to add the following contracts:
- Factor Systems, ILC, located at 1009 Lenox, Lawrenceville, NJ 08648, with multiple contracts and $0 cure costs;
- VFS Leasing Co., Construction Equipment Sales and Service Agreement with Amendments or Extensions if Applicable, P.O. Box 26131, Greensboro, NC 27402, with multiple contracts and cure costs of $111,504.99.
Purchase Price Adjustments
- A Net Working Capital reduction of $1.1 million in the Purchase Price at closing was stipulated pursuant to Section 1.10 of the Agreement.
- There shall be no further Net Working Capital adjustments pursuant to Section 1.10 of the Agreement.
Post-Closing Arrangements
- Section 1.11(b)(iv) of the Agreement was amended to provide for mutually agreeable consulting agreements with Jim Price and Michael Chenet.
Outside Closing Date
- The Outside Closing Date was amended to February 27, 2026.
Key Dates
- Bidding Procedures Order: November 14, 2025
- Bidding Procedures Filing: November 17, 2025
- First Extension of Auction Date (to January 7, 2026): December 16, 2025
- Second Extension of Auction Date (to January 21, 2026): January 15, 2026
- Auction: January 21, 2026
- Auction Results Announced: January 22, 2026
- Notice of Successful Bidder and Back-Up Bidder: January 22, 2026
- Notice of Successful Bidder Asset Purchase Agreement: January 23, 2026
- Sale Order Entered: January 29, 2026
- First Amendment to Asset Purchase Agreement: February 18, 2026
- Second Amendment to Asset Purchase Agreement: February 21, 2026
- Third Amendment to Asset Purchase Agreement (Effective Date): February 26, 2026
- Outside Closing Date: February 27, 2026