Noble Supply & Logistics - Chapter 11 Bidding Procedures Summary

Bidding Procedures / Asset Purchase Agreement Summary

Sale Overview

• The debtors are seeking approval of bidding procedures to sell all, substantially all, or one or more portions of their assets, to one or more purchasers, based on the highest or best return to the estates. No stalking horse bidder has been designated as of the filing, and no purchase price, bid protection amount, or minimum bid has yet been fixed.
• The debtors and their advisors concluded that value would be best preserved by pursuing a sale of the business, the assets, or both, as a going concern or otherwise, while simultaneously commencing an orderly liquidation of inventory and other working capital assets.

Parties Involved

• Sellers: Noble Supply & Logistics, LLC and its affiliated debtors, which filed Chapter 11 on Aug. 30, 2026.
• Purchaser: to be determined. The debtors have not secured a stalking horse bidder but are negotiating with parties that may serve in that role for certain of the assets.
• Financial advisor: Triple P TRS, LLC, or Portage Point, through Lisa Lansio and Ethan Retcher, which fields diligence requests and prospective-bidder qualification submissions; the debtors must provide a copy of each bid to every consultation party no later than the day after the bid deadline.
• Consultation parties: JPMorgan Chase Bank, N.A., as prepetition ABL agent; the prepetition term loan agent; and any official creditors' committee, if appointed. A prepetition agent that becomes a qualified bidder, whether by credit bid or otherwise, ceases to be a consultation party.
• Consultation rights do not limit the debtors' discretion and carry no veto over any decision made in the debtors' reasonable business judgment; the debtors may not modify those rights absent further court order or the affected party's consent, and will withhold bids and other confidential information from any consultation party, insider, or affiliate that is itself an active bidder.

Assets Being Sold

• All, substantially all, or a portion of the debtors' assets, sold free and clear of liens, claims, interests, and encumbrances except permitted encumbrances and assumed liabilities as determined by the debtors and the successful bidder, with all liens, including the prepetition liens and adequate protection liens, attaching to sale proceeds with the same validity, extent, and priority.
• Attachment of liens to proceeds is subject to the challenge period at paragraph 17 of the cash collateral order, and nothing in the bidding procedures order constitutes the prepetition agents' or prepetition secured parties' consent to a free-and-clear sale or waives their rights under sections 363(f) or 363(k) or the cash collateral order.
• Each bid must identify the assets to be purchased, the contracts proposed to be assumed and assigned, and the liabilities, including any debt, to be assumed.

Stalking Horse Designation

• Designation deadline: Oct. 19, 2026, at 4 p.m. ET, extendable by the debtors after consultation with the consultation parties.
• The debtors may designate one or more stalking horse bidders and enter into one or more stalking horse agreements, in consultation with the consultation parties and subject to higher or better offers at the auction. Any executed stalking horse agreement is deemed a qualified bid and its counterparty a qualified bidder upon filing of the stalking horse notice.
• The stalking horse notice must identify the bidder, and its parent or sponsor if the bidder is a newly formed entity; state the amount of the stalking horse bid and any bid protections; disclose any connection to the debtors beyond the bid itself; confirm the bid protections conform to the bidding procedures order; attach or summarize the purchase agreement; and set the objection deadline.
• Objections to the designation or the bid protections are due the later of the deadline to object to the bidding procedures motion and three business days after the stalking horse notice is filed, at 5 p.m. ET. If one is filed, the debtors may seek an expedited hearing on not less than three calendar days' notice; absent a timely objection, the court may approve the designation and bid protections without a hearing on certification of counsel.

Bid Protections

• Aggregate cap: under the bidding procedures, which the motion states govern over its own summary, the break-up fee and expense reimbursement together may not exceed 3% of the cash portion of the applicable purchase price; the motion's narrative and the form stalking horse notice both state the cap as 3% of the applicable purchase price, without the cash-portion limitation.
• No bid protections may be provided to a stalking horse bidder that is a prepetition secured party.
• Any approved bid protections are earned and payable solely on the closing of an alternative transaction with a party other than the applicable stalking horse bidder and are junior in right of payment to the ABL 507(b) claim and the term loan 507(b) claim under the cash collateral orders; the proposed order would allow them as administrative expenses under sections 503(b) and 507(a)(2).
• No other bidder is entitled to a break-up fee, expense reimbursement, or other bidding protection, and all substantial contribution claims by bidders are deemed waived.

Credit Bidding

• The prepetition agents may credit bid all or any portion of the prepetition secured debt and adequate protection obligations under section 363(k), to the extent permitted by their loan documents, applicable law, and the cash collateral order.
• A credit bid is automatically a qualified bid submitted by a qualified bidder, with no good faith deposit and no obligation to satisfy any other qualification requirement, including the minimum bid amount, financing or adequate assurance information, or the agreement to serve as backup bidder.
• 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. If the agents' liens or claims are subject to a challenge or a pending standing motion, the agents need not close until the challenge is fully resolved to their satisfaction and may, with the debtors' consent, modify the bid before the sale hearing, including the structure or amount of the credit bid.
• A credit bid may not be selected as the backup bid.

Good Faith Deposit

• Amount: 10% of the proposed purchase price, in cash, required of every qualified bid other than a credit bid.
• Deposits must be funded with the debtors' escrow agent by Oct. 26, 2026, at 3 p.m. ET and held until 10 business days after the auction concludes, other than the deposits of the successful bidder and the backup bidder.
• The deposit scales automatically with any increase in the purchase price, before or during the auction, with the incremental amount funded within one business day; the debtors may condition auction participation on the full then-required deposit being in escrow before bidding starts.
• The successful bidder's deposit is credited against the purchase price at closing. Deposits are returned to non-qualifying prospective bidders within five business days after qualification determinations, to other qualified bidders within 10 business days after the auction, and to the backup bidder within 10 business days after the backup bid expiration date.
• A deposit is forfeited if a qualified bidder withdraws its bid while it remains irrevocable, or if the successful bidder or a backup bidder that becomes the successful bidder fails to close because of a terminating breach, in each case retained as partial compensation for damages and released by the escrow agent within two business days of the debtors' written notice.

Bid Requirements

• To become a prospective bidder and access diligence, a party must deliver documentation identifying itself, its principals, and its authorized representatives; an executed confidentiality agreement satisfactory to the debtors; support demonstrating a bona fide interest in purchasing the assets; and preliminary proof of financial capacity to close, with adequacy determined by the debtors and their advisors in their sole judgment.
• Where a prospective bidder is or is affiliated with a competitor, the debtors need not disclose trade secrets or proprietary information unless the confidentiality agreement contains provisions sufficient to prevent improper use or competitive advantage. A prospective bidder that is unlikely to qualify loses further diligence access and must return or destroy non-public information.
• To constitute a qualified bid, a bid must be in writing and, among other requirements:
  • Disclose the legal identity of every person bidding, sponsoring, financing, or otherwise participating in the bid, the complete terms of that participation, and any past or present connections or agreements with the debtors, any stalking horse bidder, any other known bidder, the prepetition secured parties, or any current or former officer or director of the foregoing.
  • Identify the assets to be purchased, the contracts proposed for assumption and assignment, and the liabilities to be assumed, and set forth the purchase price in U.S. dollars.
  • Confirm the bid is all cash or, if not, value and document each non-cash component to allow the debtors and consultation parties to evaluate it.
  • Attach a duly authorized and executed proposed asset purchase agreement constituting an irrevocable offer, marked against the debtors' form APA or, if one has been designated, the stalking horse agreement.
  • Include a statement of financial capability, sufficient evidence of the wherewithal to close, and adequate assurance information for any contracts in the bid, including the identity and contact information of any proposed assignee.
  • Acknowledge the assets are conveyed as is, where is, with all faults, with limited representations and warranties and no indemnification or guarantees by the debtors, and that the bidder relied solely on its own diligence.
  • Include evidence of board or comparable governing-body authorization or, for an entity formed to effect the transaction, written evidence of equity holder approval.
  • Identify each regulatory and third-party approval required and the expected timing, and, where any approval is expected to take more than 30 days after execution of the purchase agreement, the actions the bidder will take to expedite it; timing and likelihood of approvals factor into the highest or best bid determination.
  • Agree to serve as backup bidder if selected as the next highest or best bid, and remain irrevocable until selection of the successful bid or, if selected as the successful or backup bid, until the backup bid expiration date.
  • Commit to closing as soon as practicable and in no event later than Nov. 13, 2026.
  • Contain no financing contingencies of any kind, and, for any bidder other than a stalking horse bidder, acknowledge entitlement to no bidding protection or payment.
  • Waive any substantial contribution administrative expense claim under section 503(b).
  • State whether the bidder intends to offer future employment to any of the debtors' employees and, if so, to whom.
  • Certify no collusion with other bidders and that the bidder is not a partnership, joint venture, or other entity in which more than one bidder or its affiliates holds a direct or indirect interest, absent the debtors' written consent.
• The debtors may negotiate with any prospective bidder to cure deficiencies, improve terms, or promote competition, and may amend or waive the conditions to qualification. In weighing bids they may consider the purchase price and form of consideration; assets included or excluded and contracts assumed; net economic effect on the estates, taking into account any bid protections and the amounts needed to fund a wind-down; benefits from any assumption or waiver of liabilities; execution risk, including closing conditions, timing, certainty, termination provisions, financing availability, and required governmental approvals; and the impact on employees, trade creditors, landlords, and other parties in interest.
• A qualified bidder may not modify, amend, or withdraw its bid without the debtors' consent except to increase the price or otherwise improve terms.

Overbid

• Minimum overbid: to be set by the debtors in consultation with the consultation parties based on the qualified bids received and the assets being sold. The debtors may announce increases or reductions to minimum overbids at any time during the auction.
• Where a stalking horse bidder has been designated, every competing bid must have a value at least equal to the value offered under the stalking horse agreement plus the bid protections plus the minimum overbid.
• If no stalking horse bidder is designated, the debtors may set a minimum bid requirement and will notify all prospective bidders of it by Oct. 26, 2026, at 5 p.m.
• In valuing successive bids, the debtors will give effect to bid protections payable to a stalking horse bidder, additional liabilities assumed and whether they are secured or unsecured, and any additional costs imposed on the estates.

Auction Details

• An auction will be held Oct. 27, 2026, at 10 a.m. ET at the offices of Cole Schotz in Wilmington, Del., or virtually or at another date, time, or location designated by the debtors after consulting the consultation parties, only if more than one qualified bid is received. If a stalking horse bid is the sole qualified bid, no auction is held and the debtors will seek approval of that bid at the sale hearing.
• Qualification determinations will be communicated to prospective bidders by Oct. 26, 2026, at 10 a.m. ET, and by 5 p.m. ET that day the debtors will circulate a notice identifying all qualified bidders and the baseline bid, along with a copy of the baseline bid.
• Bidding opens at the baseline bid, the highest or best qualified bid as determined by the debtors in consultation with the consultation parties, with the first overbid at not less than the baseline bid plus the minimum overbid. Between rounds the debtors will announce the leading bid and its material terms, and each round closes only after every participating bidder has had the opportunity to bid with full knowledge of those terms.
• Participants must be qualified bidders, appear in person or through a duly authorized representative, and confirm on the record the absence of collusion and that each bid is a binding, good faith, and bona fide offer. Bidding is open in the presence of all qualified bidders and the proceedings are transcribed or video recorded. Any creditor may attend, and the debtors may cap the number of representatives or advisors appearing for a qualified bidder.
• The debtors may negotiate with any and all participating bidders and may, after consultation with the consultation parties, reject at any time, without liability, any bid deemed inadequate, non-conforming, or contrary to the estates' best interests.
• Within one business day after the bid deadline the debtors will file and serve an auction notice stating whether an auction will occur, and within one business day after the auction closes they will file, serve and publish on the Verita case website a notice of auction results identifying the successful and backup bidders and their material terms. If no auction is held, a cancellation notice identifying the successful bidder and its bid is filed, served and published instead.

Backup Bidder

• Immediately before the auction closes the debtors will designate, in consultation with the consultation parties, the backup bid, which may not be a credit bid, and will announce the backup bidder's identity, purchase price, and other material terms.
• The backup bid remains binding until the later of the first business day after closing with the successful bidder and 30 days after the sale hearing, except as a stalking horse agreement may otherwise provide.
• If the sale with the successful bidder terminates before that expiration date, or the successful bidder cannot or refuses to close because of its breach or failure, the backup bidder is deemed the new successful bidder and must consummate its bid, and the debtors are authorized but not required to close with it without further court order. The debtors may instead elect, in their reasonable business judgment and after notice to the sale notice parties and consultation, not to pursue the backup transaction.

Assumption and Assignment

• All cure costs are to be satisfied by the successful bidder or its designee, and any assumption and assignment is effective only upon the closing of a sale.
• Within two business days after entry of the bidding procedures order, the debtors will file, publish on the Verita case website and serve on each counterparty by first class mail an assumption and assignment notice identifying the contracts, listing the debtors' good faith cure calculation for each, stating that assumption is not guaranteed and remains subject to court approval, and displaying the cure and adequate assurance objection deadlines.
• Cure objections, which also cover any stalking horse bidder's proposed adequate assurance, are due Oct. 7, 2026, at 4 p.m. ET. Adequate assurance objections directed at a successful bidder other than a stalking horse bidder are due Nov. 4, 2026, at 4 p.m. ET.
• The parties must confer in good faith before seeking court intervention; unresolved objections are heard at the sale hearing or, at the option of the debtors and the successful bidder together, adjourned to a later hearing that may occur after closing, with the contract deemed assumed and assigned as of the closing date, at the successful bidder's election, upon resolution and payment of the cure amount.
• If a cure objection is resolved on terms not reasonably acceptable to the debtors or the successful bidder, whether before or after closing, the contract may be dropped from the sale.
• A counterparty that fails to object timely is bound by the scheduled cure cost as the only amount necessary to satisfy section 365(b), and is barred from contesting adequate assurance, with the successful bidder or assignee deemed to have satisfied sections 365(b)(1)(C), 365(f)(2)(B), and, where applicable, 365(b)(3).
• Adequate assurance information must be capable of immediate dissemination to counterparties and will be provided promptly upon a counterparty's request to the debtors' counsel. The debtors also ask the court to find any anti-assignment provision unenforceable under section 365(f).
• Listing a contract or a cure cost is not an admission that the contract is executory or an unexpired lease, nor a guarantee of assumption; all rights and causes of action are reserved. A list of contracts actually assumed and assigned will be filed and published after closing.

Sale Hearing and Free and Clear Relief

• The debtors will file one or more proposed sale orders in advance, seeking approval of the sale on the terms of the successful bid, a free and clear sale under section 363(f) to the extent set forth in the applicable purchase agreement, and approval of the related assumptions and assignments. A bid is accepted only when approved by the court.
• The debtors seek a finding that any successful bidder, including any stalking horse bidder, is a good faith purchaser entitled to the full protections of section 363(m), and a waiver of the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d).

Marketing Process

• Portage Point was retained July 13, 2026, to supply a chief transformation officer, Robert Albergotti, and associated personnel; on Aug. 28, 2026, two days before the petition date, the engagement was expanded to cover identifying, soliciting, and evaluating sale candidates, negotiating and consummating a transaction, advising on consideration and inducements, and providing testimony.
• There was no formal prepetition marketing process. In the weeks before filing the debtors received unsolicited inbound inquiries, and immediately prior to the petition date certain initial, non-binding indications of interest, which Portage Point continues to advance.
• Portage Point has since prepared a teaser and other marketing materials, an indication of interest process letter, a virtual data room, and a form NDA, and has contacted approximately 105 prospective buyers. At least 25 have executed NDAs and 24 remain active in the data room.

Sale Timeline and Cash Collateral Milestones

• The cases are being funded through the consensual use of cash collateral with no postpetition financing, leaving the debtors on a limited liquidity runway. The cash collateral orders carry milestones requiring entry of a bidding procedures order within 35 days of the petition date and entry of a sale order or plan confirmation within 75 days.
• The proposed schedule runs approximately 75 days from petition date to closing, affording interested parties 54 days after the petition date to diligence and bid and 68 days to the sale hearing. The debtors reserve the right to change the proposed deadlines before the bidding procedures hearing, provided no party receives less notice or time than the entered order allows.
• The bidding procedures order is expressly subordinate to the cash collateral order and the approved budget, which control in the event of any inconsistency.

Modification Rights

• The debtors reserve the right, in consultation with the consultation parties, to modify the bidding procedures, including extending or waiving deadlines and adopting new bidding and auction rules disclosed to all prospective and qualified bidders, so long as any modification is not materially inconsistent with the bidding procedures or the order.
• Nothing in the proposed order prevents the debtors from pursuing an alternative transaction in the exercise of their fiduciary duties or obligates them to consummate a transaction with any qualified bidder.

Key Dates

• Bidding Procedures Objection Deadline: Sept. 21, 2026, at 4 p.m. ET
• Non-Binding Indication of Interest Deadline: Sept. 15, 2026
• Bidding Procedures Hearing: Sept. 28, 2026, at 11 a.m. ET
• Sale Notice and Assumption and Assignment Notice Deadline: two business days after entry of the bidding procedures order
• Cure Objection Deadline: Oct. 7, 2026, at 4 p.m. ET
• Sale Objection Deadline: Oct. 14, 2026, at 4 p.m. ET
• Stalking Horse Designation Deadline: Oct. 19, 2026, at 4 p.m. ET
• Bid Deadline: Oct. 23, 2026, at 4 p.m. ET
• Qualified Bidder Notification: Oct. 26, 2026, at 10 a.m. ET
• Good Faith Deposit Funding Deadline: Oct. 26, 2026, at 3 p.m. ET
• Baseline Bid Notification: Oct. 26, 2026, at 5 p.m. ET
• Minimum Bid Amount Notification, if no stalking horse is designated: Oct. 26, 2026, at 5 p.m.
• Auction (if necessary): Oct. 27, 2026, at 10 a.m. ET
• Notice of Auction Results: one business day after the conclusion of the auction
• Supplemental Sale Objection and Adequate Assurance Objection Deadline: Nov. 4, 2026, at 4 p.m. ET
• Debtors' Reply Deadline: Nov. 5, 2026, at 4 p.m. ET
• Sale Hearing: Nov. 6, 2026, subject to the court's availability
• Outside Closing Date: Nov. 13, 2026