PrimaLend Capital Partners - Bidding Procedures / APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Sellers: PrimaLend Capital Partners, LP (PCP); Good Floor Loans LLC (GFL); and LNCMJ Management, LLC (collectively, the Debtors).
• Stalking Horse / Starting Bidders:
  • The First Lien PCP Lenders, pursuant to a credit bid for the PCP Transferred Assets (the "PCP Credit Bid Transaction").
  • Amarillo National Bank (ANB), pursuant to a credit bid for the GFL Transferred Assets (the "GFL Credit Bid Transaction").
• Consultation Parties: The First Lien PCP Lenders, ANB, the DIP Lenders, and the Official Committee of Unsecured Creditors.

Assets Being Sold

• The Debtors seek to sell all or substantially all assets of PCP (the "PCP Transferred Assets") and GFL (the "GFL Transferred Assets") pursuant to their Joint Plan of Reorganization or to a bidder selected through the Bidding Procedures.
• The Transferred Assets generally include the Debtors' going-concern business, unexpired leases, executory contracts, equipment, inventory, supplies, intellectual property, insurance proceeds, prepaid expenses, deposits, and books and records.
• The assets are to be sold free and clear of all liens, claims, interests, or other encumbrances.

Stalking Horse Bid

• The opening credit bids submitted by the Prepetition First Lien PCP Lenders and ANB shall serve as the "Starting Bids" for the applicable assets.
• To trigger an Auction, any third-party Qualified Bidder must submit a bid exceeding the applicable Starting Bid by at least the Initial Overbid amount.
• If no other Qualified Bids are received by the Bid Deadline, the Debtors may designate the PCP Credit Bid and GFL Credit Bid as the Successful Bids.

Credit Bid

• Any party with a valid and perfected lien on the Transferred Assets, including the Prepetition First Lien PCP Lenders and ANB, may credit bid all or a portion of their claims pursuant to section 363(k) of the Bankruptcy Code.
• Secured Creditors are deemed Acceptable Bidders and Qualified Bidders. They may participate in the Auction regarding their collateral without submitting a Good Faith Deposit or standard Bid Documents, provided they submit a marked Form APA by the Bid Deadline.
• DIP Lenders are deemed Qualified Bidders; however, any DIP Lender that does not submit a Credit Bid and lacks a financial interest in a Potential Bidder submitting a Credit Bid shall remain a Consultation Party.

Bid Requirements

• To participate in the Auction, an Acceptable Bidder (other than the First Lien PCP Lenders and ANB) must submit an irrevocable Bid by the Bid Deadline that includes:
  • Purchase Price: A clear statement of the purchase price, separately identifying cash and non-cash components, and the specific assets to be acquired and liabilities/contracts to be assumed.
  • Financing: Evidence of capacity to consummate the transaction with cash on hand or committed financing documented to the Debtors' satisfaction.
  • Bid Documents: A duly executed purchase agreement based on the Form APA, including a redline reflecting proposed changes and a schedule of assumed contracts/leases.
  • No Contingencies: A statement that the Bid is not subject to any contingencies, including due diligence or financing, and that all diligence has been completed.
  • Good Faith: A written representation that the bidder has relied solely on its own independent review and has not engaged in collusive conduct.

Good Faith Deposit

• Bids must be accompanied by a cash deposit equal to 10% of the Acceptable Bidder's Opening Bid, held in an interest-bearing escrow account.
• If a bid is modified during the Auction, the bidder must adjust its deposit to equal 10% of the increased purchase price no later than one business day following the Auction.
• Deposits of Successful Bidders will be credited toward the purchase price at closing. Deposits of Back-Up Bidders will be returned within five business days of the Back-Up Termination Date.
• If a Successful Bidder fails to consummate the transaction, the deposit will be forfeited to the Debtors as liquidated damages.

Overbid

• Initial Overbid: The first bid after the Starting Bid must exceed the Starting Bid by at least $500,000.
• Minimum Overbid Increment: Subsequent bids must increase the consideration by at least $500,000 in cash or cash equivalents over the previous bid.

Bid Protections

• The Bidding Procedures do not provide for any break-up fees, topping fees, or expense reimbursements.
• By submitting a bid, parties are deemed to waive any right to request such fees or administrative expense claims, including substantial contribution claims under section 503(b) of the Bankruptcy Code.

Auction Details

• Date and Location: If necessary, the Auction will commence on January 9, 2026, at 10:00 a.m. CT at the offices of Spencer Fane LLP in Plano, Texas.
• Participation: Participation is limited to the Debtors, Qualified Bidders, Consultation Parties, the U.S. Trustee, and their respective advisors.
• Procedures: The Auction will be transcribed. At the commencement, the Debtors may announce modified procedures in consultation with Consultation Parties. All Qualified Bidders must confirm on the record that they have not engaged in collusion.

Assumption and Assignment

• Notice: The Debtors will file and serve a Contract Assumption Notice listing contracts to be assumed and assigned, along with proposed Cure Costs, by January 10, 2026.
• Objections: Objections to assumption, assignment, or Cure Costs must be filed and served by January 19, 2026.
• Effect of Non-Objection: Failure to file a timely objection constitutes consent to the assumption and assignment, bars future objections regarding adequate assurance, and deems all defaults cured upon payment of the applicable Cure Cost.

Key Dates

• Bid Deadline: January 7, 2026, at 12:00 p.m. CT
• Auction (if any): January 9, 2026, at 10:00 a.m. CT
• Notice of Successful Bidder: No later than two business days after the conclusion of the Auction
• Contract Assumption Notice Deadline: January 10, 2026
• Cure Objection Deadline: January 19, 2026, at 5:00 p.m. CT