Nine Energy Service - Sale and Investment Solicitation Process Summary

Sale and Investment Solicitation Process (SISP) Summary

Parties Involved

• Seller/Debtor: Nine Energy Service Inc (Case No. 26-90295, S.D. Tex.)
• Stalking Horse Bidder: Venture Group Investors of Calgary, Alberta, Canada
• Debtor's Counsel: Kirkland & Ellis LLP (Chad Husnick); the source also references Aitken Law (Canada)
• Lenders: Citibank, Fargo Bank, MUFG Bank (Japan), American Equity, and SB36 Capital Investments
• Proposal Trustee: Appointed to conduct the SISP and evaluate bids, acting for and on behalf of OAR

Assets Being Sold

• The property, assets, and undertakings of Nine Energy Service Inc, including the corporation's warehouse, e-commerce operations, and North American corporate assets, as further defined in the Stalking Horse APA
• Any purchase of the Property will be on an "as is, where is" basis, without representations or warranties by the Debtor or the Proposal Trustee, except as may be set forth in a Binding APA approved by the Court

Stalking Horse Bid

• The Stalking Horse APA was dated Feb. 8, 2026, with the application filed Feb. 14, 2026
• The stalking horse bid floor price is described as $500 million, representing the outstanding debt; the total stalking horse bid is separately stated as $1.24 billion
• The Stalking Horse APA shall be deemed to be a Binding APA
• If no Binding APA other than the Stalking Horse APA is received by the Bid Deadline, the Proposal Trustee shall declare the Stalking Horse APA as the Successful Bid

Credit Bid

• The stalking horse bid contemplates a reverse public market transaction (described as a reverse vesting order / DIP possession) on the U.S. stock exchange, converting the Debtor's debt to equity with the support of the lenders, who would be paid through DIP financing in the new business
• The Stalking Horse Bidder is not required to post a deposit; the Proposal Trustee may waive the deposit requirement for other Qualified Bidders if it determines that sufficient security or certainty has been otherwise provided, including by way of a credit bid

Bid Protections

• Break-Up Fee: The source references that the stalking horse bid term continues "until a sale or break up fee is payout" and states this is a "complete sale not a break up fee unless compensation paid to" the Stalking Horse Bidder; competing qualified bids may not include a request for or entitlement to any break fee, expense reimbursement, or similar payment if not selected as the Successful Bid

Sale Process

• The SISP is designed to determine whether a superior transaction to the one contemplated in the Stalking Horse APA may be obtained for the Property
• A "Superior Offer" is defined as a credible, reasonably certain, and financially viable offer from a Qualified Bidder on terms more favorable and no more burdensome or conditional than the Stalking Horse APA
• The Proposal Trustee will solicit bids no lower than the Stalking Horse Bid and will evaluate each Binding APA based on, among other factors:
  • Purchase price and net value provided by such bid
  • Counterparties and proposed transaction documents
  • Likelihood, timing, and certainty of closing
  • Related transaction costs and whether the transaction constitutes a Superior Offer
• The Proposal Trustee may, in its sole discretion, invite one or more Qualified Bidders, together with the Stalking Horse Bidder, to submit a Final Binding APA; any such Qualified Bidder may elect to increase its bid or reaffirm its existing Binding APA
• SISP notice will be published in the National Post, Insolvency Insider, and any other industry publication, website, newspaper, or journal as the Proposal Trustee deems appropriate
• All Binding APAs other than the Successful Bid shall be deemed rejected as of the closing date of the transaction contemplated by the Successful Bid

Bid Requirements

• To participate in the SISP, each Potential Bidder must deliver to the Proposal Trustee, prior to the distribution of any confidential information:
  • An executed NDA
  • A letter setting forth the bidder's identity, contact information, and full disclosure of its direct and indirect principals
  • Financial disclosure and credit quality support sufficient for the Proposal Trustee to assess the bidder's financial capabilities to consummate a transaction
  • Any other information the Proposal Trustee may reasonably request
• To constitute a Qualified Bid, a Binding APA must, among other requirements:
  • Be an offer to purchase the Property, or any portion thereof, on terms acceptable to the Proposal Trustee and delivered prior to the Bid Deadline
  • Be duly authorized and executed, with the purchase price expressed in Canadian dollars, together with all exhibits, schedules, and applicable ancillary agreements
  • Include a letter of acknowledgment stating that the offer is irrevocable and open for acceptance until closing
  • Be accompanied by written evidence of a firm, irrevocable financing commitment or other evidence of the ability to consummate the transaction
  • Not be conditioned on unperformed due diligence or obtaining financing (bids may be conditioned upon obtaining required license approvals, if necessary)
  • Not include a request for or entitlement to any break fee, expense reimbursement, or similar payment
  • Fully disclose the identity of each entity entering into the transaction or financing, or participating in or benefiting from the bid
  • Include a deposit of not less than 15% of the purchase price
  • Contemplate closing within 10 business days of the satisfaction or waiver of conditions in the Binding APA
• A Binding APA may not be withdrawn, modified, or amended without the written consent of the Proposal Trustee prior to determination of the Successful Bid
• The Proposal Trustee may, in its sole discretion, accept bids that do not conform to one or more of the SISP requirements

Good Faith Deposit

• Each Qualified Bid must be accompanied by a deposit of not less than 15% of the purchase price, payable by certified cheque, bank draft, or wire transfer
• All deposits will be held by the Proposal Trustee in a non-interest-bearing trust account at a financial institution in Canada
• The Stalking Horse Bidder is not required to post a deposit
• The Successful Bidder's deposit will be applied toward the purchase price at closing; deposits from non-successful bidders will be returned within five business days of the closing of the transaction contemplated by the Successful Bid
• A Successful Bidder that defaults on its obligation to close, or any Qualified Bidder that seeks to revoke its Binding APA or Final Binding APA prior to designation of a Successful Bid, shall forfeit its deposit; such forfeiture is in addition to, and not in lieu of, any other rights the Debtor may have at law or in equity
• If the Debtor is unable to complete the Successful Bid as a result of its own actions, the deposit shall be returned to the Successful Bidder

Due Diligence

• The Proposal Trustee, with the assistance of OAR, will prepare a Data Room containing information relevant to the SISP, including a copy of the Stalking Horse APA and a template APA
• Due diligence access may include management presentations, electronic data rooms, on-site inspections, and other materials as the Proposal Trustee deems appropriate in its reasonable business judgment
• Selected due diligence materials may be withheld from certain Potential Bidders if OAR, in consultation with and with the approval of the Proposal Trustee, determines such information to represent proprietary or sensitive competitive information
• Potential Bidders must rely solely on their own independent review and investigation; neither OAR nor the Proposal Trustee makes any representations or warranties regarding the accuracy or completeness of information made available in the Data Room