Omnicare - Chapter 11 APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Sellers: Omnicare, LLC, a Delaware limited liability company, together with each of its Subsidiaries party to the APA (collectively, the "Asset Sellers")
• Purchaser: GenieRx Holdings LLC, a Delaware limited liability company, or its designees (collectively, the "Buyer"), as the Stalking Horse Bidder and Successful Bidder
• The Buyer is not an "insider" or "affiliate" of the Debtors as those terms are defined in the Bankruptcy Code, and is not a "successor" to, a mere continuation of, or an alter ego of the Debtors or their estates. There is no common identity of incorporators, directors, or controlling stockholders between the Debtors and the Buyer.

Assets Being Sold

• Substantially all of the Asset Sellers' right, title and interest in and to all assets, properties and rights related to the Business, which consists of the provision of prescription drug distribution services, medication management services, and pharmaceutical consulting services to assisted living facilities, skilled nursing facilities, and facilities within the Mental Health Group Home segment and Intermediate Care Facilities for Individuals with Intellectual and Developmental Disabilities segment.
• Purchased Assets include, among other items:
  • All accounts receivable, trade receivables, notes and other similar claims for money due to any Asset Seller;
  • All inventory owned by the Asset Sellers used or held for use in connection with the Business, including all prescription merchandise located at the Acquired Pharmacies;
  • Assigned Contracts with vendors, suppliers and customers of the Business;
  • Leasehold interests in Leased Real Property and the related Assigned Leases;
  • Owned Real Property, together with all facilities, structures, improvements, fixtures, easements and rights of way;
  • Furniture, fixtures, equipment, vehicles, and other tangible personal property used in the Business;
  • Assigned Intellectual Property Assets (other than the Domain Names, which are being sold by CVS Pharmacy, Inc.);
  • All prescription files, records and data utilized, maintained, or generated by the Asset Sellers in the course of operating the Acquired Pharmacies ("Asset Seller Rx Data");
  • Copies of all Books and Records exclusively related to the Business;
  • Assigned Permits (including any applications in process);
  • Acquired Avoidance Actions and other claims and causes of action arising from the other Purchased Assets or Assumed Liabilities;
  • Rights to all telephone and facsimile numbers for the Acquired Pharmacies;
  • Prepaid expenses, credits, advance payments, rights of recovery, set-off, recoupment, deposits, charges and fees;
  • Rights of indemnity, warranty rights, guaranties and other rights of recovery against other Persons;
  • Insurance benefits relating to material damage or destruction of tangible personal property or leasehold improvements included in the Purchased Assets;
  • Bank accounts relating exclusively to the Business (other than the Excluded Bank Accounts); and
  • All goodwill with respect to the other Purchased Assets.
• Separately, Seller caused CVS Pharmacy, Inc. to sell, assign and transfer to Buyer all of CVS's right, title and interest in and to the Domain Names and the CVS FF&E.
• The sale is free and clear of all liens, claims, interests, and encumbrances, except for the Assumed Liabilities and Permitted Encumbrances.

Purchase Price

• The aggregate Purchase Price for the Purchased Assets consists of:
  • Closing Cash Consideration of $250,000,000; plus
  • The assumption of the Assumed Liabilities.
• At Closing, Buyer is to pay Seller the Closing Cash Consideration minus the Deposit by wire transfer of immediately available funds, and direct the Escrow Holder to disburse the Deposit to Seller.

Assumed Liabilities

• Buyer shall assume only the following Liabilities of the Asset Sellers:
  • All Cure Claims and all accounts payable and trade payables related to goods received or services rendered to the Business after the Petition Date and prior to Closing, up to a maximum (in the aggregate) of either (i) $25,000,000 if Specified Court Approval is not obtained within 20 days after the date of the APA, or (ii) $30,000,000 if Specified Court Approval is obtained within 20 days after such date;
  • All Liabilities arising under or relating to the Assigned Contracts and Assigned Leases (other than Cure Claims), but only to the extent required to be performed after the Closing Date, incurred in the ordinary course of business, and not arising from any pre-Closing failure to perform, improper performance, warranty or other breach, default or violation by any Asset Seller;
  • All Liabilities Buyer or the Buyer Designees have agreed to assume pursuant to the employee matters provisions of the APA; and
  • All other Liabilities arising out of or relating to the ownership, use or operation of the Purchased Assets after Closing.
• All Liabilities not expressly assumed are Excluded Liabilities. Liabilities of the Asset Sellers and the Acquired Entities, including recoupments, arising out of or related to any Healthcare Laws, Permit, or Provider Numbers, as well as participation in any Government Health Program, for the period on or prior to the Closing Date are Excluded Liabilities.

Cure Claims

• With respect to each Assigned Contract and Assigned Lease assigned to Buyer or the Buyer Designees on or after the Closing Date pursuant to the Sale Order, Buyer (or the applicable Buyer Designee) shall satisfy, on the Closing Date or the date of such assignment (or, if later, when otherwise due), all Liabilities thereunder accruing or arising at any time prior to or after the Petition Date, or arising from or relating to any act, event or occurrence prior to the Petition Date that are required to be paid pursuant to section 365 of the Bankruptcy Code to assume and assign such Assigned Contracts and Assigned Leases, up to a maximum of $1,000,000 in the aggregate.

Good Faith Deposit

• Upon submission of the APA as a bid, Buyer was required to deliver into a segregated escrow account a Deposit consisting of:
  • $19,670,000; plus
  • Solely if Specified Court Approval is obtained within 20 days after the date of the APA, an additional $350,000, payable within 2 Business Days after Buyer's receipt of notice of Specified Court Approval.
• At Closing, the Deposit will be released to Seller and credited toward payment of the Purchase Price.
• If the APA is terminated by Seller pursuant to Section 9.01(c) or 9.01(d) (for Buyer's breach or failure to close), Seller may retain the Deposit, together with any accrued interest, as liquidated damages.
• If the APA is terminated for any other reason under Section 9.01, the Deposit will be returned to Buyer as soon as reasonably practicable.

Bid Protections

• In consideration of Buyer's due diligence, good faith negotiation, entry into the APA and its work in establishing a bid standard, Seller agreed to pay Buyer:
  • A Break-up Fee of either (i) $8,430,000 if Specified Court Approval is not obtained within 20 days after the date of the APA, or (ii) $8,580,000 if Specified Court Approval is obtained within 20 days after such date; and
  • An Expense Reimbursement of either (i) $0 if Specified Court Approval is not obtained within 20 days after the date of the APA, or (ii) an amount not to exceed $1,500,000 (covering reasonable out-of-pocket expenses, including legal and accounting expenses, Auction participation, and prosecution of Bankruptcy Court approval of Buyer as a good faith buyer) if Specified Court Approval is obtained within 20 days after such date.
• "Specified Court Approval" means entry of an Order amending the Bidding Procedures Order so that the Bid Protections provide for (i) a break-up fee equal to 3% of the transaction value and (ii) reimbursement of the buyer's reasonable and documented out-of-pocket costs and expenses as the Stalking Horse Bidder up to an additional $1,500,000.
• The Break-Up Fee and Expense Reimbursement constitute administrative expenses allowable under section 503(b)(1) of the Bankruptcy Code.
• The Break-up Fee and Expense Reimbursement are earned upon Seller accepting a bid for an Alternative Transaction and are payable from the proceeds upon closing of such Alternative Transaction, without further Bankruptcy Court approval or order.

Auction Details

• Following extensive marketing and in consultation with the Consultation Parties, the Debtors determined that the Auction would be cancelled, that the Stalking Horse Bid submitted by the Stalking Horse Bidder constituted the Successful Bid, and that the Stalking Horse Bidder is the Successful Bidder, as reflected in the Notice of Cancellation of Auction and of Successful Bidder [Docket No. 799].
• The marketing and sale process afforded a full, fair, and reasonable opportunity for any Potential Bidder to make a higher or otherwise better offer, was conducted in a diligent, non-collusive, fair, reasonable, and good-faith manner, and obtained the highest or otherwise best value for the Purchased Assets, with no other transaction or combination of transactions available or presented that would have yielded a higher or better result.

Highest and Best Offer

• The APA constitutes the highest or otherwise best offer for the Purchased Assets, and the Debtors, in consultation with the Consultation Parties, determined that the transactions contemplated by the APA maximize value for the benefit of the Debtors' estates, creditors, stakeholders, and parties in interest.
• Entry into the APA constitutes a valid and reasonable exercise of the Debtors' business judgment consistent with their fiduciary duties and in compliance with the Bidding Procedures and the Bidding Procedures Order.
• No other person, entity, or group has offered to purchase the Purchased Assets for greater economic value to the Debtors, and the APA provides fair and reasonable terms for the purchase.

Good Faith Finding

• The APA was negotiated, proposed, and entered into by the Debtors and the Buyer without collusion or fraud, in good faith, and from arm's-length bargaining positions. The Buyer has not acted in a collusive manner with any Person, has not entered into any agreement with any other potential bidders, and has not colluded with any potential or actual bidders.
• Among other things: (i) the Debtors were free to deal with any other interested party; (ii) the Debtors and the Buyer complied with the Bidding Procedures Order and the Bidding Procedures; (iii) the Buyer agreed to subject its bid to the Bidding Procedures; (iv) the Debtors and the Buyer actively participated in the marketing and sale process in good faith; (v) all payments and arrangements by the Buyer in connection with the Sale have been disclosed; and (vi) the Buyer was designated the Successful Bidder in accordance with the Bidding Procedures and the Bidding Procedures Order.
• The Buyer is a good-faith purchaser within the meaning of section 363(m) of the Bankruptcy Code, is entitled to the full rights, benefits, privileges, and protections thereunder, and the Sale may not be avoided pursuant to section 363(n) of the Bankruptcy Code.
• The protections afforded by section 363(m) are integral to the Sale, and the Buyer would not consummate the Sale without such protections. Reversal or modification on appeal will not alter, affect, limit, or otherwise impair the validity of the Sale (including the assumption, assignment, and/or transfer of the Assigned Contracts and Assigned Leases), unless duly stayed pending such appeal.

No Fraudulent Transfer

• The Transaction Documents are valid and binding contracts between the Debtors and the Buyer, and were not entered into for the purpose of hindering, delaying, or defrauding creditors.
• The consideration provided by the Buyer (i) is fair and reasonable, (ii) is the highest or otherwise best offer for the Purchased Assets, (iii) will provide a greater recovery for the Debtors' creditors more expeditiously than any other practical available alternative, and (iv) constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and applicable state laws, including the Uniform Fraudulent Conveyance Act, Uniform Voidable Transactions Act, and Uniform Fraudulent Transfer Act.

Not a Sub Rosa Plan

• Neither the APA nor the Sale constitutes a sub rosa chapter 11 plan or an element of such plan, impermissibly restructures the rights of the Debtors' creditors, or impermissibly dictates the terms of the Debtors' subsequent chapter 11 plan.

Sale Free and Clear & Successor Liability

• Pursuant to sections 105(a), 363(b), 363(f), 365(b), and 365(f) of the Bankruptcy Code, the Debtors shall transfer the Purchased Assets, including the Assigned Contracts and Assigned Leases, to the Buyer free and clear of all Liens, Claims and other Interests (including those arising under or related to any Healthcare Laws, Permit, or Provider Numbers, as well as participation in any Government Health Program), with the exception of the Permitted Encumbrances and the Assumed Liabilities.
• The conditions of section 363(f) of the Bankruptcy Code have been satisfied in full with respect to each Interest in the Purchased Assets. Holders of Interests who did not timely object, or who withdrew objections, are deemed to have consented pursuant to section 363(f)(2). All other Interests fall within one or more of the subsections of section 363(f), and all holders of Interests are adequately protected.
• Any valid and perfected Interests in the Purchased Assets shall attach to the cash proceeds of the Sale with the same validity, force, and effect, and in the same order of priority, as against the Purchased Assets.
• The Sale does not amount to a consolidation, succession, merger, or de facto merger of Buyer and the Debtors. Except as expressly set forth in the APA, the transfer of the Purchased Assets and assumption of the Assumed Liabilities will not subject the Buyer to any liability whatsoever (including any successor liability), under any theory of successor, transferee, derivative, vicarious or assignee liability, including under antitrust, environmental, revenue, pension, ERISA, tax, labor (including any WARN Act), employment or benefits, de facto merger, business continuation, substantial continuity, alter ego, veil piercing, escheat, continuity of enterprise, mere continuation, product line, or products liability laws.
• Notwithstanding the foregoing, nothing herein precludes the National Labor Relations Board or any court from finding that any purchaser of the Debtors' assets is subject to a successor collective bargaining obligation under the National Labor Relations Act in accordance with NLRB v. Burns International Security Services, 406 U.S. 272 (1972) and applicable law.
• Following Closing, no holder of any Interests (other than those expressly assumed by the Buyer or Permitted Encumbrances) may interfere with the Buyer's use and enjoyment of the Purchased Assets.

Assumption and Assignment

• The Debtors filed and served the Assumption and Assignment Notice containing (i) the list of executory contracts and unexpired leases that may potentially be assumed and assigned in connection with the Sale, (ii) information necessary to provide notice of the proposed assumption and assignment, (iii) Cure Costs, where applicable, and (iv) the procedures and deadlines for objecting to the assumption and assignment and related Cure Costs. The Assumption and Assignment Notice prominently displayed the Cure Objection Deadline and reflected the Debtors' good faith calculation of Cure Costs.
• Pursuant to sections 105(a), 363, and 365 of the Bankruptcy Code, and subject to and conditioned upon Closing, the Debtors are authorized and directed to assume and assign to the Buyer, effective upon the Closing Date, the Assigned Contracts and Assigned Leases free and clear of all Interests (other than Permitted Encumbrances and Assumed Liabilities and as otherwise required pursuant to the APA), and to execute and deliver such documents as Buyer deems necessary to assign and transfer the Assigned Contracts, Assigned Leases, and Assigned Permits.
• Pursuant to section 365(f) of the Bankruptcy Code, each Assigned Contract or Assigned Lease shall be assigned and transferred to the Buyer notwithstanding any provision prohibiting, restricting, or conditioning its assignment or transfer.
• The Debtors' or Buyer's obligations to pay the Cure Costs upon the Closing Date, and Buyer's obligations to perform thereafter, constitute adequate assurance of future performance within the meaning of sections 365(b)(1) and 365(f)(2) of the Bankruptcy Code. The payment of Cure Costs is deemed to fully satisfy the Debtors' obligations under section 365(b).
• All Counterparties to the Assigned Contracts and Assigned Leases that failed to timely file and serve an objection are forever barred from asserting any such objection.
• To the extent any Assigned Contract or Assigned Lease is not an executory contract or unexpired lease within the meaning of section 365, it shall be transferred to the Buyer in accordance with the terms applicable to the Purchased Assets.
• The foregoing assumption and assignment remains subject to the Court's determination of the Debtors' Motion for Entry of an Order Authorizing the Assumption of Certain Unexpired Leases of Nonresidential Real Property and Granting Related Relief [Docket No. 782] (the "Assumption Motion"). The Nonresidential Real Property Leases identified on Schedule 1 to the Assumption Motion shall only be deemed Assigned Leases assumed and assigned to the Buyer to the extent the Court grants the relief requested in the Assumption Motion.

Sale in Best Interests

• Approval of the Transaction Documents and the Sale is appropriate under the circumstances of the Chapter 11 Cases and in the best interests of the Debtors, their estates, their creditors and other parties in interest.
• The Debtors have demonstrated (i) good, sufficient, and sound business purposes and justifications and (ii) compelling circumstances for the Sale other than in the ordinary course of business under section 363(b), outside of a plan of reorganization or liquidation, in that immediate consummation of the Sale is necessary to maximize the value of the Debtors' estates, subject to the regulatory approvals and other conditions set forth in the APA.
• Time is of the essence in consummating the Sale, and the Buyer would not consummate the Sale without all of the relief provided for in the Sale Order.

DIP Financing

• Pursuant to the Final Order (I) Authorizing the Debtors to Obtain Postpetition Financing, Grant Liens, Provide Superpriority Administrative Expense Claims and Use Cash Collateral, (II) Modifying the Automatic Stay, and (III) Granting Related Relief [Docket No. 257] (the "Final DIP Order") and the DIP Credit Agreement, until Payment in Full of the Obligations, the Purchased Assets and the proceeds thereof under the Transaction Documents or otherwise constitute DIP Collateral and Cash Collateral.
• Upon receipt by any Borrower or any of its Subsidiaries of any Net Cash Proceeds from the sale of the Purchased Assets, the Borrowers shall pay to the DIP Lender the Net Cash Proceeds received in connection with such sale up to an amount equal to the aggregate outstanding amount of the Obligations, in accordance with and subject to the Final DIP Order and the DIP Credit Agreement.

Post-Closing Arrangements

• Transition Services: CVS and Seller will provide (or cause to be provided) post-Closing Transition Services to Buyer, as mutually agreed by the Parties, to address the orderly transfer of the Business, Purchased Assets, and Assumed Liabilities to Buyer while allowing Seller's continued access to resources necessary for the administration of the Chapter 11 Cases, pursuit of confirmation of a Chapter 11 plan, and ultimate wind down of Seller's estate, excluding the Excluded Services.
• Transition Services Agreement: The Buyer, CVS and Seller will enter into a Transition Services Agreement at Closing, in form and substance reasonably satisfactory to Buyer, Seller, and CVS, following good faith negotiations; the initial proposed draft attached to the APA serves solely as a starting point and is not binding.
• Following the Closing, and other than as required by applicable Law or the Bankruptcy Court, each Asset Seller, as applicable, shall as soon as reasonably practicable, and in any event within 30 Business Days after the Closing Date, change its corporate name to a name not including "Omnicare."

Texas Taxing Authorities

• Any ad valorem taxes owed to the Texas Taxing Authorities for tax year 2026 that are secured by property being acquired by the Buyer (the "2026 Ad Valorem Tax Claims") shall be paid and allocated between the Debtors and Buyer as set forth in the APA.
• The Texas Taxing Authorities shall retain their respective liens arising from the 2026 Ad Valorem Tax Claims against the Purchased Assets, as applicable, until paid in full, including any applicable penalties or interest.
• The tax liens of the Texas Taxing Authorities for tax year 2025 and prior years, if any, shall attach to the sale proceeds of any property that is the subject of such liens. All rights to object to the priority, validity, amount, and extent of any tax claims of the Texas Taxing Authorities are fully preserved.

Reservation of Rights of the United States

• Nothing in the Sale Order shall (a) release, nullify, preclude, or enjoin the enforcement of any police or regulatory power or liability of an owner, lessor, lessee, or operator of property after entry of the Sale Order; (b) affect the setoff or recoupment rights of the United States; (c) confer exclusive jurisdiction to the Bankruptcy Court except to the extent set forth in 28 U.S.C. § 1334; (d) authorize the assumption, assignment, sale or other transfer of any Federal Interests without compliance by the Debtors and Buyer with all terms thereof and applicable non-bankruptcy law; (e) be interpreted to set cure amounts or require the United States to novate, approve, or otherwise consent to the transfer of any Federal Interests; (f) waive, alter, or limit the United States' property rights; or (g) expand the scope of 11 U.S.C. § 525.
• In the event of any inconsistency between the Transaction Documents and the Sale Order, as to the United States, the provisions of the Sale Order and federal law shall govern.

Preserved Objections

• Notwithstanding anything to the contrary, the specific objections listed on Exhibit B to the Sale Order are preserved in all respects and will be either consensually resolved or continued to a date to be set by the Court and resolved by separate order (the "Preserved Objections"), with all rights of affected parties to appeal such separate orders preserved.
• The Preserved Objections shall be resolved prior to any Closing of the Sale, unless otherwise separately ordered by the Court after notice and an opportunity for a hearing.
• All valid and timely objections to assumption and assignment of any applicable Assigned Contract or Assigned Lease, including to proposed Cure Costs, are preserved.
• The Preserved Objections are those filed by:
  • Chicago Industrial Portfolio Owner LLC
  • Plymouth International Spellmire OH LLC

Termination

• The APA may be terminated at any time prior to Closing:
  • By mutual written consent of Seller and Buyer;
  • By Buyer, upon written notice to Seller, for an uncured material breach by Seller (provided Buyer is not then in material breach);
  • By Seller, upon written notice to Buyer, for an uncured material breach by Buyer (provided Seller is not then in material breach);
  • By Seller, if all closing conditions have been satisfied or waived, Seller has indicated in writing it is ready, willing and able to close, and Buyer fails to consummate the transactions by the earlier of (i) three Business Days following the date the Closing should have occurred and (ii) the End Date;
  • By Seller or Buyer, upon written notice, if the Bankruptcy Court approves any Alternative Transaction (any agreement contemplating a transaction or series of related transactions pursuant to which substantially all of the Purchased Assets will be acquired by, or transferred to, a third party); provided that Buyer's right to terminate under this provision is subject to Buyer's obligation to serve as a Back-Up Bidder, and if designated a Successful Bidder after becoming a Back-Up Bidder, Buyer shall comply with all applicable provisions of the APA; or
  • By Seller or Buyer, upon written notice, if the Bankruptcy Court enters a final non-appealable Order that otherwise precludes the consummation of the transactions, subject to any limitations in the Bidding Procedures Order or other Bankruptcy Court Order, provided that a Party may not terminate on this basis if such Party's material breach is the primary cause of such Order.

Approval and Authorization

• The APA and other Transaction Documents, including any amendments, supplements, and modifications thereto, are approved in their entirety.
• Pursuant to sections 105(a), 363, and 365 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, and 6006, the Debtors are authorized and empowered to take any and all actions necessary or appropriate to (a) consummate the Sale, (b) close the Sale as contemplated in the APA and the Sale Order, and (c) execute, deliver, perform under, consummate and implement the APA and other Transaction Documents, including the assumption and assignment of the Assigned Contracts and Assigned Leases, without further notice to or order of the Court and without the need for further approvals from Counterparties, equityholders, members, or boards of directors or managers.
• The Debtors are further authorized to pay, without further order of the Court, any amounts that become payable by the Debtors pursuant to the APA and other Transaction Documents.
• The APA and other Transaction Documents and the Sale Order shall be binding upon the Debtors, their estates, all creditors, all holders of equity interests, all holders of Claims, all holders of Liens or other Interests against any portion of the Purchased Assets, all counterparties to any executory contract or unexpired lease (including all Counterparties), the Buyer, and all successors and assigns of each of the foregoing, including any chapter 7 or chapter 11 trustee subsequently appointed. The APA and the Transaction Documents shall not be subject to rejection or avoidance.

Notice

• Proper, timely, and adequate notice of the Motion, the Sale Hearing, the Auction (and cancellation thereof), the Sale, the Assumption and Assignment Procedures, the Assumption and Assignment Notice, the Cure Costs, the Successful Bidder Notice, and all related transactions and deadlines was provided in accordance with sections 102(1), 363, and 365 of the Bankruptcy Code, Bankruptcy Rules 2002, 9007, 9008, and 9014, Local Rule 9007-1, section E of the Complex Case Procedures, and the Bidding Procedures Order, as evidenced by the certificates of service filed at Docket Numbers 299, 427, 670, 733, 796, and 806, and as posted on the website of the Debtors' claims and noticing agent, Stretto, Inc.
• Such notice was good, sufficient, and appropriate under the circumstances, and no other or further notice is necessary or required.

Objections Overruled

• All other objections to, reservations of rights regarding, or other responses to the Motion or the relief requested therein, the APA and other Transaction Documents, the Sale, the entry of the Sale Order, or the relief granted therein have been resolved, withdrawn, or overruled.
• Parties that did not timely object, or who withdrew their objections, are deemed to have consented to the relief granted, including pursuant to section 363(f)(2) of the Bankruptcy Code.

Other Provisions

• Bulk Sales: No "bulk sales," "bulk transfer," or any similar law (including those relating to taxes) of any state or other jurisdiction shall apply in any way to the transactions authorized, including the APA and Sale.
• Automatic Stay: The automatic stay pursuant to section 362 of the Bankruptcy Code is lifted to the extent necessary, without the need for further order of the Court, to allow the Buyer and the Debtors to deliver any notice provided for in the APA and to take any and all actions permitted under the APA and other Transaction Documents.
• Waiver of Stay: For cause shown, pursuant to Bankruptcy Rules 6004(h), 6006(d), 7062, and 9014, the Sale Order shall not be stayed after entry but shall be effective and enforceable immediately upon entry, and the stays provided in Bankruptcy Rules 6004(h) and 6006(d) are expressly waived.
• Retention of Jurisdiction: The Bankruptcy Court retains exclusive jurisdiction to interpret, implement, and enforce the terms and provisions of the Sale Order, the APA and other Transaction Documents, and any amendments, waivers and consents, and to adjudicate any and all disputes concerning or relating to the Sale, including jurisdiction to (a) compel delivery of the Purchased Assets to the Buyer; (b) interpret, implement, and enforce the provisions of the Sale Order, including the injunctions and limitations of liability; (c) decide any disputes concerning the Sale Order and the APA, including disputes regarding the transfer of assets free and clear of all Interests (other than Permitted Encumbrances and Assumed Liabilities) and the resolution of the Preserved Objections; and (d) enter any orders under sections 105, 363, and 365 of the Bankruptcy Code with respect to the Purchased Assets and the Assigned Contracts and Assigned Leases.

Key Dates

• Petition Date: Sept. 22, 2025
• APA Effective Date: March 31, 2026
• Sale Order Entered: May 13, 2026
• Sale Order Extension Period: If the Sale Order Date does not occur on or before May 15, 2026, the total number of calendar days elapsed during the period commencing on (and including) May 16, 2026 and ending on (and including) the Sale Order Date
• End Date: Sept. 30, 2026, as may be extended pursuant to the APA