Noble Supply & Logistics - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Status

• The court entered the bidding procedures order on Sept. 26, 2026, approving the procedures in full and overruling all unresolved objections with prejudice.
• No stalking horse has been designated. The debtors are authorized, but not required, to name one or more stalking horse bidders and grant bid protections through Oct. 23, 2026, at 4 p.m. (prevailing Eastern time), a deadline the debtors may extend in consultation with the consultation parties.
• All relief and any payment under the order is subject to the interim and final cash collateral orders, including compliance with the approved budget; the order does not modify the cash collateral order, the cash collateral order and approved budget control where the two conflict, and the prepetition secured parties' rights under it are expressly preserved.

Parties

• Sellers: Noble Supply & Logistics, LLC and 10 affiliated debtors, including Federal Resources Supply Company, LLC; K.D. Analytical Consulting, LLC; Noble Defense Corporation; Noble Mission Support, LLC; and Tactical & Survival Specialties, LLC.
• Financial advisor and bid contact: Triple P TRS, LLC (Portage Point), which receives bids, diligence requests and prospective bidders' qualification materials.
• Consultation parties: the prepetition ABL agent (JP Morgan Chase Bank, N.A.), the prepetition term loan agent and the creditors' committee. A prepetition agent that becomes a qualified bidder, by credit bid or otherwise, loses its consultation-party status.
• The prepetition stack also includes subordinated notes; the subordinated note agent and the subordinated noteholders receive bids and sale objections as notice parties but hold no consultation rights.

Assets Being Sold

• All, substantially all, or a portion of the debtors' assets. The debtors will seek a sale order approving the sale free and clear of liens, claims, interests and encumbrances, other than permitted encumbrances determined by the debtors and the successful bidder, with all liens, including the prepetition liens and adequate protection liens, attaching to the sale proceeds, subject to the challenge period in paragraph 17 of the cash collateral order.
• A party that fails to file a timely sale or supplemental sale objection is forever barred from objecting and is deemed to consent to a free-and-clear sale for section 363(f) purposes. The order carves out the prepetition agents and prepetition secured parties: nothing in the order or the procedures constitutes their consent to a sale free and clear of the prepetition liens or adequate protection liens, and their rights under sections 363(f) and 363(k) and the cash collateral order are expressly reserved.

Bid Protections

• Cap: the break-up fee and expense reimbursement together may not exceed 3% of the cash portion of the applicable purchase price under the order and the bidding procedures; the form stalking horse notice describes the cap as 3% of the applicable purchase price. No amounts are fixed pending designation of a stalking horse.
• The bidding procedures cap the protections against the cash portion of the purchase price, while the form stalking horse notice describes the same 3% cap as measured against the applicable purchase price.
• Any approved protections are junior in right of payment to the ABL 507(b) claim and the term loan 507(b) claim under the cash collateral orders, and are earned and payable only on the closing of an alternative transaction with a party other than the applicable stalking horse bidder. The form stalking horse order would accord them administrative expense status under sections 503(b) and 507(a)(2).
• The expense reimbursement covers the stalking horse's reasonable, documented out-of-pocket fees and expenses, including attorneys' fees, actually incurred in preparing and negotiating the stalking horse agreement. To the extent proposed protections do not comply with the bidding procedures, the debtors reserve the right, in consultation with the consultation parties, to seek court approval of them.
• No prepetition secured party and no insider within the meaning of section 101(31) may receive bid protections. No other bidder is entitled to any break-up fee, expense reimbursement or other bidding protection, and all bidders waive substantial contribution claims under section 503(b).

Overbid

• Minimum overbid: $150,000 initially; the first overbid at the auction must be at least the baseline bid plus the minimum overbid. The debtors, in consultation with the consultation parties, may raise or lower the increment in light of the number, nature and value of qualified bids received and the assets to be sold, and may announce increases or reductions at any time during the auction.
• If a stalking horse is designated, every competing bid must equal or exceed the value offered under the stalking horse agreement plus the bid protections plus the minimum overbid. Absent a designation, the debtors may set a minimum bid requirement and must notify prospective bidders of it by Nov. 3, 2026, at 5 p.m. (prevailing Eastern time).
• In valuing each successive round the debtors give effect to bid protections payable to a stalking horse, any additional liabilities a bidder assumes and whether they are secured or unsecured, and any additional costs imposed on the estates.

Credit Bid

• The prepetition agents may credit bid all or any portion of the prepetition secured debt and adequate protection obligations under section 363(k), subject to their loan documents and the cash collateral order; any such credit bid is automatically a qualified bid from a qualified bidder and is exempt from the deposit requirement but must satisfy every other bid requirement.
• A credit bid may be increased at the auction dollar-for-dollar with additional credit bid amounts, and no credit bidder must add cash to an overbid except as required by section 363(k), the prepetition intercreditor agreements or the cash collateral order.
• Credit bids of prepetition secured debt made before the challenge period expires remain subject to challenge under the cash collateral order. Where a prepetition agent's credit bid is selected as the successful bid and the underlying liens or claims face a challenge or a standing motion, that agent need not close until the challenge is resolved to its satisfaction and may, with the debtors' written consent, restructure or resize the credit bid before the sale hearing.

Good Faith Deposit

• Amount: cash equal to 10% of the proposed purchase price, waived only for credit bids.
• Deposits are due with the escrow agent by Nov. 3, 2026, at 3 p.m. (prevailing Eastern time) and held until 10 business days after the auction closes, other than the deposits of the successful and backup bidders.
• The deposit scales automatically to 10% of any increased purchase price, before or during the auction, and the bidder must fund the increment within one business day (for the successful and backup bidders, within one business day after the auction closes); where a price is raised so that a bid qualifies, the debtors may condition that bidder's auction participation on the full increased deposit being in escrow before the auction begins.
• Deposits are returned to non-qualifying prospective bidders within five business days of the qualification determination, to unsuccessful qualified bidders within 10 business days of the auction, and to the backup bidder within 10 business days after the backup bid expiration date. The successful bidder's deposit credits against the purchase price at closing.
• A deposit is forfeited if a bidder attempts to withdraw a binding bid, or if the successful or backup bidder fails to close because of a breach permitting the debtors to terminate, with the estates retaining the deposit as partial damages and the escrow agent releasing funds within two business days of the debtors' written notice.

Bid Requirements

• To be a qualified bid, a written bid must, among other requirements:
  • disclose the legal identity of every person bidding, sponsoring, financing or otherwise participating in the bid and the complete terms of that participation, together with any past or present connections or agreements with the debtors, any stalking horse bidder, any other known prospective or qualified bidder, the prepetition secured parties, or any officer or director of any of them, including any current or former officer or director of the debtors;
  • identify the assets to be purchased and the contracts proposed for assumption and assignment, identify any liabilities and debt to be assumed, and confirm the successful bidder bears all cure costs under section 365;
  • be an irrevocable, duly authorized and executed asset purchase agreement marked against the debtors' form APA or, once designated, the stalking horse agreement, stating the purchase price in U.S. dollars;
  • confirm an all-cash offer or, for non-cash consideration, value that consideration with supporting documentation;
  • demonstrate financial capacity to close, with evidence the debtors, in consultation with the consultation parties, deem sufficient, plus adequate assurance information for any contracts in the bid, including the identity and contact information of any proposed assignee, in a form that can be disseminated immediately to counterparties;
  • include authorization from the bidder's board or comparable governing body or, for a newly formed acquisition entity, written evidence of equityholder approval acceptable to the debtors;
  • identify every regulatory and third-party approval needed and the expected timing, with a plan to expedite any approval expected to take more than 30 days after execution of the purchase agreement, timing and likelihood being factors in the highest-or-best determination;
  • acknowledge the assets convey "as is, where is, with all faults," with limited representations and no indemnification or guarantees from the debtors, and that the bidder relied solely on its own diligence;
  • agree to serve as backup bidder if designated, remain irrevocable through selection of the successful bid or, if selected, through the backup bid expiration date, and commit to close as soon as practicable and no later than Nov. 13, 2026;
  • contain no financing or diligence contingencies, waive any substantial contribution claim under section 503(b), disclaim entitlement to any bidding protection, certify no collusion and no shared interest with another bidder absent the debtors' written consent, state whether the bidder intends to offer employment to any of the debtors' employees and to whom, covenant to comply with the procedures and the order, and include any other information the debtors reasonably request.
• Diligence access is gated: a prospective bidder must first deliver identifying documentation, an executed confidentiality agreement satisfactory to the debtors, factual support of a bona fide purchase interest, and preliminary proof of financial capacity to close, with the debtors and their advisors judging sufficiency in their sole judgment. Competitors may be denied trade secrets and proprietary information unless their confidentiality agreement contains sufficient protections. A prospective bidder the debtors determine is unlikely to qualify loses further access and must return or destroy non-public information. The debtors disclose each prospective bidder's identity, bid and diligence materials to the consultation parties on a confidential basis.

Stalking Horse Designation Procedures

• A stalking horse notice must identify the bidder and, for a newly formed entity, its parent or sponsor; state the amount of the bid and any bid protections; disclose any connection to the debtors beyond the bid itself; confirm the protections comply with the bidding procedures order; attach or summarize the executed purchase agreement; and state the objection deadline.
• Objections to the designation, the debtors' entry into the agreement, or the protections are due within three business days of the notice's filing and may be raised by any party in interest on any grounds, including the form of proposed order. A timely objection lets the debtors set a hearing on not less than three calendar days' notice; absent one, the debtors submit a stalking horse order under certification of counsel, which the court may enter without a hearing.
• Entry of a stalking horse order does not approve the sale. Any stalking horse bid remains subject to higher or better offers, and no sale may close before the sale hearing and entry of a sale order.
• On filing of the notice, an executed stalking horse agreement is deemed a qualified bid and its counterparty a qualified bidder. Where a stalking horse bid is the only qualified bid received, no auction is held and the debtors seek approval of that bid at the sale hearing.

Auction

• An auction is held only if the debtors receive more than one qualified bid, including a combination of bids that together constitute one. Within one business day of the bid deadline the debtors file an auction notice stating whether an auction will proceed; if it is cancelled, the debtors publish the successful bidder's identity, the bid or its material terms, and the sale hearing details on the Verita Global case website.
• The auction is set for Nov. 4, 2026, at 10 a.m. (prevailing Eastern time) at the offices of Cole Schotz in Wilmington, Del., or virtually or elsewhere as the debtors designate in consultation with the consultation parties. Proceedings will be transcribed or video recorded.
• Bidding opens at the baseline bid, which the debtors select before the auction and circulate to all qualified bidders, together with the identities of all qualified bidders and the applicable minimum overbid, by Nov. 3, 2026, at 5 p.m. (prevailing Eastern time).
• Bidding is open in the presence of all qualified bidders, with the debtors announcing the leading bid and its material terms after each round and each round closing only once every participant has had the chance to respond with full knowledge of those terms. Bidders may improve their proposed purchase agreements at the auction, and the debtors may negotiate with any or all participants.
• Any creditor may attend. Participants must appear personally or by authorized representative, the debtors may cap the number of representatives and advisers per bidder, and each participant must confirm on the record that it has not colluded and that its bids are binding, good-faith and bona fide.

Auction Results and Backup Bid

• Immediately before the auction closes the debtors select the successful bid and the backup bid in consultation with the consultation parties and announce the identities, purchase prices and material terms to the bidders present.
• The notice of auction results is filed, served and published within one business day of the auction's conclusion, identifying each successful and backup bidder and either attaching the bids or their material terms or giving access instructions.
• A backup bid binds until the later of the first business day after the successful sale closes and 30 days after the sale hearing, unless a stalking horse agreement provides otherwise. If the successful transaction terminates before that date, the backup bidder becomes the successful bidder and must consummate its bid as though it had prevailed at the auction; where a successful bidder cannot or will not close because of its own breach or failure, the debtors may substitute the backup bidder and close without further court order.

Bid Review and Debtor Discretion

• In consultation with the consultation parties, the debtors may select stalking horse bidders and grant protections; determine qualified bidders and qualified bids; decide whether to hold an auction; select the baseline bid, set each minimum overbid and identify the leading bid; designate the successful and backup bids; reject any bid that is inadequate, non-conforming or contrary to the estates' best interests; and adjourn or cancel the auction or adjourn the sale hearing.
• Evaluation factors include the purchase price and form of consideration; assets included or excluded and contracts to be assumed; the net economic effect on the estates, taking account of any stalking horse's bid protection rights and the amounts needed to fund a wind-down of the estates; benefits from any assumption or waiver of liabilities; deal structure and execution risk, including closing conditions and certainty, termination provisions, financing availability and required governmental approvals; and the effect on employees, trade creditors, landlords and other parties in interest.
• The debtors may negotiate with prospective bidders to cure bid deficiencies, improve terms or promote competition, and may amend or waive the conditions to qualifying as a qualified bidder. A qualified bidder may not modify, amend or withdraw its bid without the debtors' consent except to improve it.
• Consultation rights do not limit the debtors' discretion and carry no veto, but the debtors may not modify those rights without a further court order or the affected party's consent. The debtors will not share bids or confidential information with any consultation party, insider or affiliate that is itself an active or prospective bidder; if a committee member bids, the committee retains its consultation rights but must exclude that member from deliberations and withhold confidential sale information from it.
• The debtors must send each bid to the consultation parties promptly and no later than the day after the bid deadline, give them sale-process reports covering parties contacted, buyer feedback, letters of intent, draft definitive agreements and proposal updates, and consult them on the baseline bid, auction conduct and procedures, any adjournment, and the selection of the successful and backup bidders.
• Nothing obligates the debtors to consummate a transaction with any qualified bidder, or prevents them from pursuing an alternative transaction in the exercise of their fiduciary duties. The debtors may otherwise modify the procedures, including extending or waiving deadlines and adopting new bidding rules, so long as modifications are disclosed to all prospective and qualified bidders and are not materially inconsistent with the procedures or the order.

Assumption and Assignment of Contracts

• The assumption and assignment notice, listing each contract that could be assumed together with the debtors' calculated cure costs on a schedule, is due within four business days of entry of the order.
• Cure objections are due by 4 p.m. (prevailing Eastern time) on the 10th day after service of the notice, and on the same terms 10 days after service of any supplemental notice adding omitted contracts or revising previously stated cure costs; the debtors may seek to shorten that deadline by further order. Stated cure costs are reduced by any postpetition payments the debtors have made or later make, and the debtors may update the schedule by supplemental notice or written notice to the counterparty.
• The debtors, any stalking horse or successful bidder, and the objecting counterparty must first confer in good faith. An unresolved objection may be heard at the sale hearing or, at the option of the debtors and the successful bidder, adjourned to a later hearing and resolved after closing; once it is resolved and any cure amount paid, the contract is deemed assumed and assigned as of the closing date at the successful bidder's election. Where a cure objection is resolved on terms not reasonably acceptable to the debtors or the successful bidder, before or after closing, the contract may be dropped from the assumption list, subject to the applicable purchase agreement.
• A counterparty that fails to object on time is barred from contesting cure costs, the scheduled amounts control as the only amounts needed to satisfy section 365(b), and the counterparty is deemed to have consented. Listing a contract is not an admission that it is executory or unexpired, nor a guarantee of assumption, and the debtors reserve all rights and causes of action with respect to each listed contract.
• The debtors will publish a list of contracts actually assumed and assigned as soon as reasonably practicable after closing.

Adequate Assurance

• Each qualified bid must carry adequate assurance information evidencing the bidder's or assignee's ability to perform future obligations under the contracts in its bid, in a form permitting immediate dissemination to counterparties; the debtors will provide it promptly on request following the bid deadline.
• Adequate assurance objections are due Nov. 9, 2026, at 4 p.m. (prevailing Eastern time). The parties must confer in good faith first; unresolved issues are decided at the sale hearing or at an adjourned hearing.
• A counterparty that does not object on time is forever barred from contesting adequate assurance, and the successful bidder or assignee is deemed to have satisfied sections 365(b)(1)(C), 365(f)(2)(B) and, where applicable, 365(b)(3), notwithstanding anything to the contrary in the contract.

Sale Hearing

• The sale hearing is set for Nov. 16, 2026, at 1 p.m. (prevailing Eastern time), where the debtors will seek approval of the successful bid and any backup bid; it will be an evidentiary hearing with no further bidding absent a contrary order. The order lets the debtors seek to adjourn or reschedule it without notice, while the bidding procedures call for sufficient notice to sale notice parties, including by announcement at the auction or in court; the order controls over inconsistent procedures.
• Presenting a bid for approval is not the debtors' acceptance of it; acceptance occurs only on court approval at the sale hearing.

Key Dates

• Sale Notice and Assumption and Assignment Notice filing and service: four business days after entry of the bidding procedures order
• Cure Objection Deadline (or Supplemental Cure Objection Deadline): 4 p.m. (prevailing Eastern time) on the 10th calendar day after service of the applicable notice
• Sale Objection Deadline: Oct. 21, 2026, at 4 p.m. (prevailing Eastern time)
• Stalking Horse Designation Deadline: Oct. 23, 2026, at 4 p.m. (prevailing Eastern time), extendable by the debtors
• Stalking horse objection deadline: three business days after filing of any stalking horse notice
• Bid Deadline: Oct. 30, 2026, at 4 p.m. (prevailing Eastern time)
• Auction notice (whether an auction will be held): one business day after the bid deadline
• Baseline Bid, Qualified Bidder and Minimum Overbid Notice (and Minimum Bid Amount notice, if no stalking horse): Nov. 3, 2026, at 5 p.m. (prevailing Eastern time)
• Good Faith Deposit funding: Nov. 3, 2026, at 3 p.m. (prevailing Eastern time)
• Auction (if required): Nov. 4, 2026, at 10 a.m. (prevailing Eastern time)
• Notice of Auction Results: one business day after the auction concludes
• Supplemental Sale Objection and Adequate Assurance Objection Deadline: Nov. 9, 2026, at 4 p.m. (prevailing Eastern time)
• Debtors' reply deadline: Nov. 11, 2026, at 4 p.m. (prevailing Eastern time)
• Bidder-committed outside closing date: Nov. 13, 2026, although the order bars any closing before the Nov. 16 sale hearing and entry of a sale order and sets the consummation deadline at Nov. 20
• Sale Hearing: Nov. 16, 2026, at 1 p.m. (prevailing Eastern time)
• Deadline to consummate approved sale: Nov. 20, 2026

Other Provisions

• The creditors' committee may move to extend any date in the sale timeline for cause shown and may seek to shorten notice of such a motion.
• Every auction participant and bidder is deemed to consent to the court's core jurisdiction and to entry of final orders, and to waive any jury trial right, on disputes relating to the procedures, the auction or the documents relating to the sale transaction.
• The order binds and benefits the debtors and any Chapter 7 or Chapter 11 trustee or other fiduciary later appointed for the estates, controls over any inconsistent provision of the motion or the bidding procedures, and waives the local rules to the extent any deadline in the order does not comply with them.