Hallmark Financial Services - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Overview

• On June 15, 2026, Hallmark Financial Services, Inc. (the "Debtor") filed its Emergency Motion for entry of orders (a) approving bidding procedures, (b) scheduling a bid deadline and auction, (c) approving procedures for curing prepetition defaults and providing adequate assurances to contract counterparties, and (d) approving the forms and manners of notice thereof.
• On July 16, 2026, the Bankruptcy Court entered its order approving the Bidding Procedures, which shall govern the bidding and Auction proceedings. The Bidding Procedures describe, among other things, the manner in which bidders and bids become "Qualified Bidders" and "Qualified Bids," the receipt and negotiation of bids received, the conduct of any Auction, the ultimate selection of the Successful Bidder, and the Bankruptcy Court's approval thereof (collectively, the "Bidding Process").
• The Court found that the Bidding Procedures are reasonable and appropriate and represent the best method for maximizing the realizable value of the Debtor's equity interests, in part or in total.
• The transaction is being pursued in connection with the Debtor's Restructuring Support Agreement (the "RSA") and Plan, with any Alternative Restructuring Transaction to be considered as part of the Plan at the Confirmation Hearing.

Parties Involved

• Debtor: Hallmark Financial Services, Inc. (mailing address: 5400 Lyndon B Johnson Fwy, Ste 400, Dallas, Texas 75240; last four digits of federal tax identification number: 7375)
• Stalking Horse Bidder: Hildene
• Debtor's counsel: Gray Reed
• Debtor's investment banker: Raymond James & Associates, Inc.
• Debtor's Chief Restructuring Officer: William Snyder (Oliver Wyman)
• Additional Debtor professional referenced in the Auction attendance provisions: CR3 Partners
• Counsel to Hildene (Stalking Horse Bidder): Fox Rothschild LLP and Wollmuth Maher & Deutsch LLP

Assets Being Sold

• The Bidding Procedures govern a proposed transaction for the sale of the equity interests of Hallmark Financial Services, Inc. in its subsidiaries, and the Debtor's other non-cash assets, either in whole or in part (the "Alternative Restructuring Transaction").
• Any Alternative Restructuring Transaction is subject to competitive bidding and approval by the Bankruptcy Court pursuant to Sections 363 and 365 of the Bankruptcy Code.
• The Debtor may enter into one Alternative Restructuring Transaction or several with multiple parties, depending upon the Qualified Bids received, provided that the aggregate cash purchase price of all Qualified Bids exceeds the Initial Plan Value by a minimum of $100,000.
  • If the Debtor aggregates several Qualified Bids that together become the Successful Bid, all components of such aggregated Qualified Bids must close as scheduled, or all components shall be null and void.
  • In assessing whether a Potential Bid is a qualifying bid, the Debtor may not include any Cure Amounts or other Assumed Liabilities in calculating whether the bid exceeds the Initial Plan Value.
• The Successful Bidder shall assume the assumed liabilities as set forth in any purchase agreement, and the Debtor shall assume and assign the Assumed Contracts to such Successful Bidder, who shall pay any and all Cure Amounts.
• Any Alternative Restructuring Transaction shall be free and clear of all liens, claims, interests, and encumbrances, with such Claims and Interests to attach to the proceeds of the sale, unless otherwise provided in a purchase agreement with a Successful Bidder.
• Any Alternative Restructuring Transaction shall be on an "as is, where is" basis and without representations or warranties of any kind by the Debtor, its agents, or estate, except as may be set forth in the Definitive Documents with a Successful Bidder approved by the Bankruptcy Court.

Stalking Horse Bid

• The Debtor is authorized, pursuant to the RSA, to designate Hildene as the Stalking Horse Bidder, with the Initial Plan Value as the Stalking Horse Bid, subject to Hildene's overbid rights in the Bidding Procedures.
• Hildene shall constitute a Qualified Bidder, is not required to submit a Deposit or any Required Documents, and may appear at the Auction, if held, to submit additional cash topping bids based on the terms of the Plan and RSA. Any such topping bid shall be deemed to increase the value of the Restructuring Transaction.
• For the avoidance of doubt, the Stalking Horse Bid shall constitute a Qualified Bid.

Bid Requirements

• Only Qualified Bidders may participate in the Auction. As a prerequisite to becoming a Qualified Bidder, any person or entity wishing to participate (a "Potential Bidder") must deliver the following Required Bid Documents to the Debtor and Raymond James, in a form and substance acceptable to the Debtor in its reasonable discretion after consulting with any applicable Consultation Parties:
  • Evidence of the Potential Bidder's financial ability to close the proposed transaction (e.g., current audited financial statements, bank statements, evidence of a non-contingent financing commitment, or other acceptable documentation);
  • Information regarding the identity of the Potential Bidder, including its legal name, jurisdiction and form of organization, ownership and capital structure, controlling persons, significant direct or indirect equity or debt investors and/or guarantors, whether it or its controlling persons have met USA Patriot Act identity verification and anti-money laundering requirements, whether it or its controlling persons have ever been rejected as an applicant for control of any insurance companies by regulatory authorities related to the Debtor's business, the financing of the transaction (including sources), the identity of its professional advisors, and any known connections to the Debtor, its insiders or advisors, any official committee of unsecured creditors or its advisors, the indenture trustees under the Debtor's prepetition loan facilities or their advisors, or any creditor or equity security interest holder of the Debtor;
  • A letter stating that the Potential Bidder's offer is irrevocable until immediately following the closing of the sale of substantially all the Debtor's assets or the Effective Date of the Plan;
  • A form of the definitive transactional documents (the "Definitive Documents") to be executed by the Potential Bidder and the Debtor or, at a minimum, binding terms containing all essential and material terms sufficient for the Debtor to prepare such Definitive Documents;
  • A good faith earnest money cash deposit equal to 10% of the total cash consideration of the proposed Alternative Restructuring Transaction price;
  • Information providing adequate assurance of future performance under all contracts and leases proposed to be assumed and assigned to the Potential Bidder, which may be disseminated to counterparties in the event the Debtor determines the bid to be a Qualified Bid;
  • Evidence of corporate authority to enter into the Alternative Restructuring Transaction;
  • An executed Confidentiality Agreement; and
  • Any additional information reasonably requested by the Debtor.
• By submitting its bid, each Potential Bidder agrees to abide by and honor the terms of the Bidding Procedures and to comply in all respects with the Bankruptcy Code and any applicable non-bankruptcy law. Any bid must include a covenant to cooperate with the Debtor to provide pertinent factual information regarding the Potential Bidder's operations reasonably required to analyze any applicable regulatory requirements.

Qualified Bidders and Qualified Bids

• A "Qualified Bidder" is a Potential Bidder who: (i) delivers the Required Documents before the Bid Deadline; (ii) whose financial information and credit-quality support or enhancement demonstrate the financial capability to consummate the transaction if selected as the Successful Bidder; (iii) whom the Debtor determines, after consultation with the applicable Consultation Parties, is likely to consummate the transaction within the applicable time frame; and (iv) whose Potential Bid constitutes a Qualified Bid.
• A "Qualified Bid" is a bid from a Qualified Bidder that, among other conditions:
  • Clearly sets forth: (i) the assets to be acquired, which may include the Debtor's non-cash assets and equity interests in its subsidiaries (the "Purchased Assets"); (ii) the Cash Consideration for the Purchased Assets, which must exceed the Initial Plan Value by at least $100,000, on its own or in conjunction with another Qualified Bid; (iii) the Cure Amounts and Assumed Liabilities to be paid or assumed, in addition to the cash consideration (collectively, the "Purchase Price"); (iv) the allocation of Purchase Price among the Purchased Assets; (v) the name of any "ultimate controlling person" to be designated for necessary third-party or regulatory approvals; and (vi) the names and contact information of all outside advisors retained by the Potential Bidder;
  • Contains no contingencies of any type, other than Bankruptcy Court approval and approval by any applicable regulatory authorities;
  • Is not conditioned upon any bid protections (such as a topping fee, termination fee, expense reimbursement, or similar payment);
  • Contains an acknowledgement and representation that the bidder had an opportunity to conduct due diligence, relied solely upon its own independent review, did not rely upon any statements, representations, promises, warranties, or guaranties, and will be solely responsible for its own transaction-related costs and expenses (waiving and releasing any claim for such costs, including by way of substantial contribution);
  • Includes a list of assumed contracts and assumed liabilities (if any) and provides that the bidder will be responsible for any associated Cure Amounts;
  • Includes a commitment to consummate the transaction and the assumption of the assumed liabilities (if any) within 90 days (for Hildene) or 150 days (for a Qualified Bidder other than Hildene) following receipt of all required regulatory approvals, subject to (i) one 30-day extension if regulatory approval remains pending with no indication of denial, and (ii) one additional 30-day extension if regulatory approval remains pending with no indication of denial and the Debtor agrees in writing, with the parties to use best efforts to obtain all regulatory approvals as expeditiously as possible;
  • Identifies each regulatory and third-party approval required to consummate the transaction and the time period within which the bidder expects to receive them;
  • Discloses the identity of the Potential Bidder and each participating entity and the complete terms of such participation, and any term sheets or other understandings between the Potential Bidder and its affiliates and any insider of the Debtor; and
  • Is received by the Debtor in writing on or before the Bid Deadline.
• All bids for an Alternative Restructuring Transaction must provide for payment in cash, in full, upon closing.
• The Debtor, in exercising its business judgment and after consulting with the applicable Consultation Parties, may entertain and deem to be Qualified Bids bids that do not conform to one or more of the requirements. A Qualified Bid will be valued based on all relevant factors, including net value, and the likelihood and timing of consummation.
• The Debtor may aggregate partial bids and/or package or combine bids and compare such packaged or combined bids against whole bids and against the Stalking Horse Bid.
• Without the Debtor's written consent, a Qualified Bidder may not modify, amend, or withdraw its Qualified Bid, except for proposed amendments to increase the consideration or otherwise enhance the terms.
• The Debtor may not alter the requirements of Sections V or VI (bidder and bid qualifications) or Section VII (the Bid Deadline) without the written consent of Hildene and any other Consultation Parties, or by separate order of the Bankruptcy Court.

Good Faith Deposit

• Each bid must be accompanied by a good faith earnest money cash deposit (the "Deposit") equal to 10% of the total cash consideration of the proposed Alternative Restructuring Transaction price. The Debtor may, but is not required to, hold Deposits in an interest-bearing account.
• The Deposit of the Successful Bidder (with interest, if any) shall be applied against the payment of the transaction consideration upon closing.
• The Deposit of the Back-Up Bidder will not be returned until two business days following the closing of the transaction to the Successful Bidder.
• The Deposits of all other Qualified Bidders will be returned within three business days of the conclusion of the Auction.
• Deposits made by Potential Bidders not determined to be Qualified Bidders will be returned by August 10, 2026.
• In the event a bidder fails to close as a result of its own default, its Deposit shall be released to, and retained by, the Debtor.

Overbid

• Minimum Overbid Increment: $100,000 (each a "Subsequent Bid"), which the Debtor, in consultation with the Consultation Parties and all Qualified Bidders, may adjust at any time during the Auction in the exercise of its business judgment.

Bid Protections

• Each Potential Bidder is deemed to have waived any right to request, or assert entitlement to, any bidding protection, breakup fee, transaction fee, termination fee, expense reimbursement, or any other administrative claim under section 503(b) of the Bankruptcy Code as it pertains to the bidding and Auction process.
• In the event the Debtor files a separate motion for approval of any bid protections for one or more prospective bidders, all parties' rights to oppose such relief are expressly preserved.

Consultation Parties

• The Consultation Parties are Hildene and any statutory committee appointed in the chapter 11 case, if appointed; provided that Hildene shall not be a Consultation Party so long as it remains an actively bidding participant in the Auction, except as provided in Section VII for determining whether a bid has been properly designated as a Qualified Bid.
• As soon as practicable following the Bid Deadline, and at least two days before the commencement of the Auction, the Debtor shall notify Hildene and any other Consultation Parties of any bids that may be designated as Qualified Bids, transmitting redacted copies as necessary to protect confidential information.
• If an insider or other related party of the Debtor submits or participates in a bid that the Debtor's CRO and other professionals believe satisfies the conditions to be a Qualified Bid, the Debtor shall consult with the Consultation Parties. If the parties cannot agree, the Debtor may seek an emergency hearing before the Bankruptcy Court, on no less than 24 hours' notice, to determine whether such bid is a Qualified Bid.

No Collusion and Communications

• Each Qualified Bidder participating in the Auction must confirm that it has not engaged and will not engage in any collusion in connection with the bidding process or the Alternative Restructuring Transaction at any time.
• There may not be any communications between or among potential bidders, or between potential bidders and contract counterparties, unless the Debtor has previously authorized such communications in writing. A potential bidder approached directly by another potential bidder must immediately inform the Debtor's counsel and Raymond James in writing.
• The Debtor reserves the right, after consulting with the applicable Consultation Parties and after notice and hearing if required, to disqualify any potential bidders that communicate among themselves without the Debtor's prior consent.

Due Diligence

• The Debtor and Raymond James have utilized their prepetition efforts to begin a comprehensive marketing process. Before being provided with any diligence materials, interested parties must sign and return a Confidentiality Agreement in a form acceptable to the Debtor.
• Following execution of a Confidentiality Agreement, the Debtor shall afford each interested party an opportunity to perform due diligence, which may include management presentations, on-site inspections, and other matters the Debtor may agree to. The Debtor may coordinate diligence such that multiple parties have simultaneous access.
• No due diligence shall continue after the Bid Deadline, provided that the Debtor will provide reasonable access to information reasonably requested by a Qualified Bidder after the Bid Deadline.
• Requests for a Confidentiality Agreement should be made to Tyler Pace (tyler.pace@raymondjames.com) and Simon Wein (Simon.Wein@raymondjames.com).

Auction Details

• Unless the Debtor receives at least one additional Qualified Bid (in addition to Hildene's Restructuring Transaction) that satisfies the Bidding Procedures, the Auction will not proceed. The Debtor will cancel the Auction if it does not receive more than one Qualified Bid by the Bid Deadline and will file a notice of cancellation with the Bankruptcy Court.
• In the event only one Qualified Bid is received by the Bid Deadline (in addition to the Stalking Horse Bid), the Debtor is authorized to cancel the Auction if it determines that such sole Qualified Bid will not result in a transaction reasonably expected to (a) maximize the value of the Debtor's estate and (b) result in higher or better recoveries to holders of claims or interests than under the Restructuring Transactions in the Plan.
• If more than one Qualified Bid is received, the Auction will be conducted at 10:00 a.m. Central Time on August 4, 2026, at the offices of Gray Reed, 1845 Woodall Rodgers Fwy, Ste. 1300, Dallas, Texas 75201, with remote dial-in accommodations as necessary.
  • Only the following persons may attend: (i) the Stalking Horse Bidder; (ii) professionals and principals of the Debtor, including Raymond James and CR3 Partners, and of the Stalking Horse Bidder; (iii) professionals and principals or members of any Qualified Bidder that has timely submitted a Qualified Bid; (iv) counsel to any Committee and its financial advisor, if any, and Committee representatives and their counsel; and (v) the U.S. Trustee. Only Qualified Bidders may make Subsequent Bids.
  • At or prior to commencement, Qualified Bidders will be informed which Qualified Bid or combination the Debtor believes is the highest or otherwise best offer, from which bidding will begin (the "Baseline Bid"). The true identity of each bidder and all material terms of each Subsequent Bid shall be fully disclosed to all Qualified Bidders throughout the Auction.
  • Bidding shall begin with the Baseline Bid and proceed in one or more rounds, with each Qualified Bidder generally given one opportunity per round to submit a Subsequent Bid after receiving the Debtor's calculation of the current highest bid. Any Subsequent Bid must comply with the requirements for a Qualified Bid and remain open and binding unless and until the Debtor accepts a higher or better bid.
  • If Hildene, as the Stalking Horse Bidder, elects to make one or more Subsequent Bids, the overbid shall be made from Hildene's own cash and shall be deemed to increase the value of the Restructuring Transaction.
  • The Debtor may modify the auction rules, adopt additional procedural rules, adjust time limitations, permit bidders to skip rounds, and adjourn the Auction, in each case in consultation with the applicable Consultation Parties (excluding any Qualified Bidders still participating). The Auction will conclude when only one Qualified Bidder has qualified for the next round of bidding. The Debtor shall maintain a transcript of the proceedings.
• The Debtor is authorized to terminate the bidding process or the Auction, or withdraw any assets, at any time if it determines, after consulting with the Consultation Parties, that the process will not maximize value for the estate.

Selection of Successful Bid

• The Auction shall continue until there is only one bid or collection of bids that the Debtor determines — in its business judgment (for non-insider bids) or as otherwise prescribed by the Court (for any bid by or participated in by an insider), after consulting with the applicable Consultation Parties — is the highest or otherwise best offer, taking into account all relevant factors, including the speed and certainty of consummation (the "Successful Bid," and its bidder the "Successful Bidder").
• The Debtor shall file a Notice of Successful Bid identifying the Successful Bidder and the material terms before the later of (i) August 6, 2026, or (ii) 48 hours after the conclusion of the Auction. The Notice shall not be filed until the Successful Bidder has signed an Asset Purchase Agreement in form and substance satisfactory to the Debtor and the Consultation Parties.
• It shall be a condition of closing on any Successful Bid comprised of multiple transactions that all such transactions close within the time set forth in the Bidding Procedures Order, or all bids constituting part of such package shall become null and void and the Back-Up Bidder shall be deemed the Successful Bidder.
• The Debtor will not be bound by a Successful Bid or Back-Up Bid unless and until the Bankruptcy Court has approved the same. All bidders are deemed to have consented to the core and exclusive jurisdiction of the Bankruptcy Court and waived any right to a jury trial in connection with disputes relating to the Bidding Process, the Auction, the marketing process, the Alternative Restructuring Transaction, and any purchase agreement.

Back-Up Bidder

• If there is an Auction, the Qualified Bidder that submits the second highest bid shall serve as the Back-Up Bidder and keep its last bid (the "Back-Up Bid") open and irrevocable until the earlier of (a) the Plan Effective Date, and (b)(i) 150 days after the conclusion of the Auction (if the Back-Up Bidder is Hildene) or (ii) 75 days after the conclusion of the Auction (if the Back-Up Bidder is any party other than Hildene) (the "Outside Back-Up Date"); provided that, if the Back-Up Bidder becomes the Successful Bidder, the Back-Up Bid shall remain open and binding through receipt of all required regulatory approvals.
• If, after the Confirmation Hearing but prior to the Outside Back-Up Date, the Successful Bidder fails to consummate the transaction because of a breach or failure to perform, the Back-Up Bidder will be deemed to have the new Successful Bid, and the Debtor will be authorized, without further order of the Bankruptcy Court, to consummate the transaction with the Back-Up Bidder and to pursue any and all available remedies against the Successful Bidder.
• The Debtor will provide notice of any such failure and election to the Court, the U.S. Trustee, the Committee (if any), and Hildene (if Hildene is not the Successful Bidder). Any Adequate Assurance Objection or Cure Objection filed with respect to the Successful Bidder shall carry over to the Back-Up Bidder and be heard by the Bankruptcy Court in due course.
• Nothing in the Bidding Procedures Order shall limit, waive, reduce, or modify any of Hildene's rights under the RSA.

Assumption and Assignment

• In the event the Debtor seeks to assume or assume and assign any contracts or leases, it shall file and serve the initial Cure Notice no later than July 20, 2026, containing an initial schedule of executory contracts and unexpired leases that may be assumed and assigned as part of the transaction (the "Potential Assumed Contracts") and the proposed cure amount for each.
• The Cure Notice shall inform counterparties that Adequate Assurance Documentation is available upon request. If a counterparty makes a written request in compliance with the procedures by no later than August 6, 2026, then, in the event of an Alternative Restructuring Transaction, the Debtor shall supply responsive Adequate Assurance Documentation by no later than August 10, 2026.
• Cure Objections must be filed and served on the Bid Notice Parties so as to be actually received within 14 days following service of the Cure Notice. The Cure Amounts set forth in the Cure Notice shall be binding on all parties unless a timely objection is filed and served; failure to timely object shall be deemed consent to the assumption and assignment and to the Cure Amounts, and any objections thereto shall be deemed forever released and waived.
• To the extent a Cure Objection cannot be resolved, the applicable contract shall be assumed or assumed and assigned only upon satisfactory resolution, to be determined in the Successful Bidder's reasonable discretion. If not satisfactorily resolved, the Successful Bidder may determine that the contract should be rejected and not assigned, in which case it will not be responsible for any Cure Amounts.
• Prior to the commencement of the Confirmation Hearing and no later than August 11, 2026, the Debtor shall file the Assumed Contract Schedule of executory contracts and unexpired leases elected to be assumed and assigned to the Successful Bidder, effective as of closing; provided that the Successful Bidder may add or remove any Assumed Contracts up to closing. Affected counterparties shall be notified of any addition or removal no later than two business days after such determination, by written notice and by the Debtor filing a notice on the Court's docket.
• The inclusion of any contract or lease in the Cure Notice will not obligate the Debtor to assume it, obligate the Successful Bidder to take assignment, or constitute any admission that such contract is an executory contract or unexpired lease. Only those contracts included on a schedule of assumed and assigned contracts attached to a definitive purchase agreement with the Successful Bidder will be assumed and assigned.
• If, after service of the Cure Notice and before closing, the Debtor identifies additional Potential Assumed Contracts not included in the initial Cure Notice, it shall serve a supplemental Cure Notice, and the affected counterparties will have 14 days from service to object to inclusion and/or to the proposed Cure Amounts.

Sale Free and Clear

• Any Alternative Restructuring Transaction entered into by the Debtor shall be free and clear of all liens, claims, interests, and encumbrances, with such Claims and Interests to attach to the proceeds of the sale, unless otherwise provided in a purchase agreement with a Successful Bidder.

Confirmation Hearing and Objections

• The hearing to approve the Successful Bidder (the "Confirmation Hearing") shall take place on August 25, 2026, at 2:00 p.m. prevailing Central Time before the Honorable Michelle V. Larson, United States Bankruptcy Court for the Northern District of Texas, Dallas Division, 1100 Commerce Street, 14th Floor, Courtroom 2, Dallas, Texas 75242, at which time the Court shall consider confirmation of the Plan, including approval of the Alternative Restructuring Transaction, if applicable. The Confirmation Hearing may be adjourned or rescheduled by the Debtor by filing a notice on the Court's docket.
• Sale Objections must be filed and served so as to be actually received by August 10, 2026 (the "Sale Objection Deadline") on the Debtor, counsel to the Debtor, counsel to Hildene, counsel to any statutory committee, and the U.S. Trustee. Any objection must be in writing, state the basis for the objection with specificity, and conform to the Bankruptcy Rules and Local Rules of the Northern District of Texas.
• Any Sale Objection not timely filed and served shall bar the assertion of such objection to the Motion, the Sale, the Debtor's consummation of the transaction, or the proposed assumption and assignment of any executory contracts or unexpired leases. Failure to timely file and serve a Sale Objection shall be deemed consent to the Sale and a waiver of any preferential purchase rights or other similar rights to acquire the Debtor's assets.

Notice and Service

• Within three business days after entry of the Order, the Debtor or Raymond James shall serve a Bid Package containing (a) a copy of the Order, (b) the Bidding Procedures, and (c) the Bidding Procedures Notice, electronically or via first class U.S. mail, upon the Bid Notice Parties, including: Hildene as the Stalking Horse Bidder; potential bidders previously identified or interested in acquiring the Debtor's business; other potentially interested parties identified by the Debtor or its advisors; counsel to the indenture trustees under the Debtor's prepetition loan facilities; the U.S. Trustee; counsel to any Committee; counterparties to the Debtor's executory contracts and unexpired leases; parties asserting a lien, security interest, or other interest (including preferential purchase rights or rights of first refusal); any taxing or regulatory authorities related to the Debtor's business; and all parties who have requested notice. Such entities will also be served by email where the Debtor, Raymond James, or Stretto (the Debtor's notice agent) have email addresses.
• Bids must be delivered to the Debtor's counsel, Gray Reed (Attn: Jason S. Brookner, Aaron M. Kaufman, Lydia R. Webb, and Emily F. Shanks), and the Debtor's investment banker, Raymond James (Attn: Geoffrey Richards, Tyler Pace, John Roddy, and Simon Wein).
• Copies of pleadings related to the proposed transaction, including the Bidding Procedures Order and attached Bidding Procedures, are available for free on the Debtor's notice agent website at https://cases.stretto.com/Hallmark, or for a fee on the Bankruptcy Court's website at http://ecf.txnb.uscourts.gov/.

Reservation of Rights

• The Debtor reserves the right, after consultation with the Consultation Parties to the extent reasonably practicable, to: (i) modify the Bidding Procedures at any time, including during the Auction, so long as such modifications conform to the Bidding Procedures Order; (ii) determine which Qualified Bid, if any, is the highest or otherwise best offer; (iii) reject any bid that is inadequate or insufficient, not in conformity with the requirements of the Bankruptcy Code, the Bidding Procedures, the RSA, or the Definitive Documents, or contrary to the best interests of the Debtor, its estate, and its creditors; and (iv) if the RSA is terminated or the Plan is not confirmed or consummated, pursue a transaction not otherwise contemplated by the Bidding Procedures.
• Nothing in the Bidding Procedures shall require the Debtor, or any director, board member, or officer, to take or refrain from taking any action to the extent such persons determine, on the advice of counsel, that doing so is required to comply with applicable law or their fiduciary obligations.
• Notwithstanding any applicability of Bankruptcy Rules 6004(h), 6006, or otherwise, the terms and conditions of the Order are immediately effective and enforceable upon entry, and, to the extent applicable, the stays described in Bankruptcy Rules 6004(h) and 6006(d) are waived. To the extent the Order is inconsistent with the Motion or Bidding Procedures, the terms of the Order shall control, and the Court retains jurisdiction over all matters arising from or related to the implementation, interpretation, and enforcement of the Order.

Key Dates

• Bidding Procedures Motion Filed: June 15, 2026
• Hearing to Approve Bidding Procedures: July 20, 2026
• Initial Cure Notice (Potential Assumed Contracts and Cure Amounts) Filing Deadline: July 20, 2026
• Bid Package Service Deadline: within 3 business days after entry of the Order
• Bid Deadline: July 30, 2026, at 4:00 p.m. Central Time (not to be extended without the written consent of the Consultation Parties)
• Qualified Bidder Notification / Delivery of Initial Highest Bid to Hildene and Other Qualified Bidders: August 3, 2026
• Auction (if more than one Qualified Bid is received): August 4, 2026, at 10:00 a.m. Central Time
• Deadline for Counterparties to Request Adequate Assurance Documentation: August 6, 2026
• Notice of Successful Bid: the later of August 6, 2026, or 48 hours after the conclusion of the Auction
• Sale Objection Deadline: August 10, 2026
• Adequate Assurance Objection Deadline: August 10, 2026
• Deadline to Return Deposits to Non-Qualified Bidders: August 10, 2026
• Deadline to Supply Adequate Assurance Documentation: August 10, 2026
• Assumed Contract Schedule Filing Deadline: August 11, 2026
• Cure Objection Deadline: within 14 days following service of the Cure Notice
• Confirmation Hearing / Entry of Order Confirming Plan: August 25, 2026
• Regulatory Approval Deadlines: September 14, 2026 (90 days after the Petition Date) or November 12, 2026 (150 days after the Petition Date), subject to two potential 30-day extensions as set forth in the Bidding Procedures