Republic National Distributing Company - Chapter 11 APA Summary

Control States Private Sale to Martignetti

Transaction Overview

• Republic National Distributing Company and affiliated sellers seek approval of a private going-concern sale of substantially all of their "control state" brokerage assets to Martignetti for a cash payment of $14.5 million plus the laid-in-cost of saleable vendor-of-record inventory, estimated at approximately $2 million as of July 31, 2026, plus assumption of the Assumed Liabilities.
• The debtors estimate their estates will realize over $11 million of net proceeds at or around closing after amounts payable to the non-debtor sellers and transaction expenses, with cure costs on assigned contracts and leases paid by the sellers and nearly all Control States employees transitioning to the buyer.
• No auction, bidding procedures, stalking-horse protections, break-up fee, expense reimbursement, or overbid increments are proposed; the debtors seek approval of a private sale under Bankruptcy Rule 6004(f) on an emergency basis, with relief requested no later than Sept. 18, 2026, at 5 p.m. prevailing Central Time.
• The motion and proposed sale order were filed Sept. 5, 2026; the APA itself is dated Sept. 4, 2026, though the motion and the proposed sale order describe the agreement attached as Exhibit 1 as dated Sept. 5, 2026.

Parties Involved

• Sellers:
  • Debtors: Republic National Distributing Company, LLC; RNDC New Hampshire, LLC; K&L Beverage Company, LLC; and Young's Market Company of Oregon, LLC.
  • Non-debtors: RNDC General, LLC (the Ohio joint venture); RNDC-NWS, LLC; NWS Michigan, LLC; National Wine & Spirits, LLC; and L&L Wine and Liquor, LLC (the latter four, the Michigan joint venture entities).
  • RNDC acts as seller representative with unilateral authority to act on behalf of each seller.
• Purchaser: Martignetti Companies Control State, LLC; Martignetti Companies of New Hampshire, LLC; and Martignetti Companies of Utah, LLC.
• The purchaser is not an insider or affiliate of any debtor or other seller under sections 101(2) and 101(31), and no common identity of incorporators, directors, members or controlling stockholders exists. The purchaser is an established alcoholic beverage distributor with experience in control markets and existing infrastructure to absorb the assigned contracts and leases.

The Business and Path to Sale

• RNDC, together with its debtor and non-debtor affiliates, was the nation's second-largest alcoholic beverage distributor, operating across 40 states with relationships spanning over 2,000 suppliers and 170,000 customers. The debtors, headquartered in Atlanta, operated in 21 states and employed approximately 1,460 employees as of the July 26, 2026, petition date.
• The assets on offer are the company's control-state brokerage businesses in Alabama, Idaho, Iowa, Maine, Michigan, Mississippi, Montana, New Hampshire, North Carolina, Ohio, Oregon, Pennsylvania, Utah, Vermont, Virginia, West Virginia and Wyoming. In control states, government agencies control distribution and distributors such as RNDC act as brokers between suppliers and retailers, which requires scale across multiple control markets to meet supplier, regulator and retailer demands.
• Michigan and Ohio operations run through the non-debtor joint ventures; the Michigan joint venture also owns non-control assets that are not part of the transaction.
• In connection with liquidity provided in January 2026, the lenders imposed sale milestones including closing the Reyes transactions by May 31, 2026, and continuing to market the remaining markets; the DIP credit agreement separately requires execution of binding purchase agreements, including the Control States APA.
• Lazard contacted over 50 potential purchasers and executed confidentiality agreements with more than 25 parties. Only three other parties expressed interest in certain Control States, and the debtors concluded that a single-package sale was value maximizing because unsold states would have to be wound down at cost to all stakeholders. A competitor verbally expressed interest in all of the Control States in April 2026, but the debtors, citing that competitor's prior solicitation of key suppliers and the risk of exposing competitively sensitive information, limited discussions with it to joint venture markets; engagement continued for months without an actionable bid.
• Martignetti was the only party to submit an actionable going-concern proposal for all of the Control States, and the parties executed a non-binding letter of intent covering all 17 states on April 13, 2026, expecting to close out of court by July 2026. Deteriorating liquidity prevented an out-of-court closing, and marketing has continued postpetition without any actionable proposal for the Control States or any subset.
• The debtors argue an auction is not feasible: it would add cost and delay against remote prospects of a higher bid, and absent an alternative funding source to bridge the gap it cannot be run within available liquidity. Many suppliers lack readily assignable long-term broker agreements and plan a year ahead, and have said they cannot await an extended process before choosing a successor; several have communicated support for the transaction and indicated they would not support an alternative purchaser or a longer process.

Purchase Price

• Cash Payment: $14.5 million, plus the estimated laid-in-cost of all saleable VOR inventory as of the closing date (the Inventory Price), which the parties must agree at least three business days before closing.
• Assumption of the Assumed Liabilities.
• Laid-in-cost means the original purchase price based on actual cost to sellers, plus freight, fuel, taxes payable on purchase, customs charges and duties and brokerage charges, less discounts, rebates and special purchase allowances, established by supplier and seller invoices and records.
• At closing the purchaser pays the Cash Payment less the deposit, with the escrow agent retaining 25% of the estimated Inventory Price as the VOR Adjustment Escrow Amount. Within 30 days after closing the parties close the books on saleable VOR inventory and negotiate the difference between actual and estimated Inventory Price; if they cannot agree within that 30 days, either side may petition the bankruptcy court, or the Delaware Court of Chancery if the bankruptcy court is unwilling or unable to hear the dispute. Shortfalls are released to the purchaser from escrow and overages to the sellers, with any remainder of the escrow released to the other side and any excess above the escrow paid in cash by the sellers or the purchaser as applicable.
• The purchase price is allocated among the acquired assets for tax purposes under section 1060 of the Internal Revenue Code and the methodology set out on Schedule 1.9. Each non-debtor seller is receiving a portion of the purchase price that constitutes fair value for the portion of the business it is selling.

Good Faith Deposit

• Deposit: $1.45 million, funded on or before the effective date with SRS Acquiom as escrow agent under an escrow agreement among the seller representative, the purchaser and the escrow agent. The APA fixes the deposit at 10% of the Cash Payment, which includes the inventory component; the $1.45 million the motion states equals 10% of the $14.5 million component alone.
• The deposit is not subject to any lien, attachment, trustee process or other judicial process of any creditor of any seller or the purchaser.
• If the sellers terminate for the purchaser's breach (or the purchaser terminates in circumstances where the sellers could have terminated for breach), the sellers retain the deposit and any investment income as liquidated damages rather than a penalty, with release instructions due within five business days. On any other termination, the deposit and investment income are returned to the purchaser within five business days.
• At closing, 100% of the deposit and any investment interest, less the VOR Adjustment Escrow Amount, is released to the sellers and credited against the Cash Payment.

Assets Being Sold

• All of each seller's right, title and interest in the assets, properties, goodwill and rights related primarily to, or used primarily in, the operation of the control-state brokerage business, of whatever kind and nature, other than the excluded assets, free and clear of encumbrances other than permitted encumbrances.
• The acquired assets specifically include:
  • Each seller's commercial relationships with the scheduled suppliers in its territory for the scheduled brands.
  • Leasehold and subleasehold estates and other rights to occupy the leased real property under the leases listed on Schedule 1.1(g) (the assigned leases).
  • All saleable VOR inventory, meaning in-code vendor-of-record inventory that can be processed and received by a retail account in its existing packaging as of closing, is not damaged, spoiled, discontinued, obsolete or otherwise unsalable, and comes from purchaser-identified suppliers continuing with the purchaser.
  • Acquired information technology, including office furniture and equipment at leased premises, employee cell phones, laptops and tablets on the sellers' company plan for employees transitioning to the purchaser, and computer and telecommunications equipment located at the assigned lease premises.
  • Tangible personal property used primarily in the business and located in the territory, including point-of-sale and promotional materials and copies and originals of non-privileged customer, sales, route, vendor, financial, compliance and product development records relating primarily to the business.
  • Other intangible property to the extent transferable, including transferred permits, guaranties, warranties and indemnities relating to acquired assets, and telephone and facsimile numbers used primarily in the business.
  • The leases and other contracts set forth on Schedule 1.1(g).

Excluded Assets

• Cash and cash equivalents, bank and securities accounts, certificates of deposit and marketable securities, other than accounts the parties mutually agree to include.
• All accounts and notes receivable, including supplier receivables and amounts due from employees or related parties, along with deposits, prepaid expenses, credits, refunds and rebates.
• Contracts, inventory and assets relating to the brokerage, sale or distribution of non-alcoholic beverage products in New Hampshire and, unless the parties agree otherwise in writing before closing, Pennsylvania.
• All contracts other than the assigned contracts.
• All intellectual property other than the acquired IT, including the sellers' logos, websites, social media accounts, domain names and email addresses, and the RNDC business names.
• All preference, fraudulent transfer and other avoidance claims and causes of action under Chapter 5 of the Bankruptcy Code or applicable law, and their proceeds.
• All current and prior insurance policies, including D&O policies, and all related rights, recoveries and claims, subject to the purchaser's post-closing right to pursue occurrence-based claims described below.
• Employee benefit plan rights, tax refunds, attributes and assets, equity interests of any seller or other person, records the sellers are required by law to retain and other corporate and organizational documents, sale-process materials and bids, and the assets listed on Schedule 1.2, which the parties may amend by mutual consent before or at closing.

Assumed and Excluded Liabilities

• The purchaser assumes only: liabilities expressly set forth in the APA; liabilities under the assigned contracts arising or becoming due from and after closing; liabilities arising out of the purchaser's conduct of the business or ownership or operation of the acquired assets from and after closing, including environmental, health and safety matters to the extent arising from the purchaser's post-closing ownership or operation; amounts the purchaser is expressly required to pay under the APA and all transfer taxes; and taxes with respect to the acquired assets, assumed liabilities or business for taxable periods beginning after the closing date, but not taxes of the sellers other than transfer taxes. The motion's summary chart states this last item as periods beginning on or after closing and omits the seller-tax carve-out; the APA governs.
• All other liabilities of the sellers and their affiliates, whether absolute, contingent, known or unknown, accrued or unaccrued, asserted or unasserted, remain excluded liabilities, expressly including:
  • Liabilities arising from the sellers' pre-closing supplier relationships.
  • Accounts payable and other liabilities related to saleable VOR inventory arising before closing.
  • All liabilities of NWS Michigan, RNDC-NWS and L&L Wine and Liquor under any financing or leasing arrangements with Wells Fargo Capital Finance, Wells Fargo Bank, N.A. or Banc of America Leasing & Capital.
  • All cure costs, which the sellers pay and which are not assumed liabilities.
• The proposed sale order provides that after the closing date the debtors have no further liability with respect to the purchased assets, and claims relating to those assets arising after closing and asserted against the debtors are deemed disallowed.

Credit Bid Waiver

• Section 6.3 of the DIP credit agreement bars the debtors from disposing of assets without the prior written consent of the required lenders. That section, section 6.3 of the prepetition first lien credit agreement, and paragraph 26 of the final DIP order [Docket No. 275] each give the DIP agent and the prepetition agent, acting at the direction of their respective required lenders, an unqualified right to credit bid up to the full amount of the DIP facility loans and the prepetition loans in any sale of the corresponding collateral.
• The required DIP lenders consented to the sale, and the required DIP lenders and the required lenders under the prepetition first lien credit agreement each agreed to waive the applicability of those provisions in connection with the transaction, including waiving the agents' and their designees' right to credit bid for the debtors' purchased assets.
• The consent and waiver is characterized as a material component of the consideration provided by the sellers and a material inducement to the purchaser entering the APA, purchasing the assets for the purchase price and consummating the transaction; the purchaser would not have signed the APA without it.

Sale Free and Clear; Successor Liability

• The debtors seek to convey the purchased assets free and clear of all liens, claims, encumbrances and interests under sections 105(a) and 363(f), other than permitted encumbrances and assumed liabilities, and free and clear of any reclamation rights.
• Wells Fargo Bank, N.A., as agent under the prepetition credit agreement and the DIP credit agreement, consents to the sale free and clear and to the release and termination of its encumbrances on the debtors' purchased assets; lenders to the non-debtor sellers have consented or are expected to consent. Holders of liens or claims that do not object are deemed to consent under section 363(f)(2).
• Under the proposed order, encumbrances not assumed or transferred attach to the net proceeds in the same order of priority and with the same validity, force and effect they had before the sale, subject to any rights, claims and defenses the debtors and their estates may have.
Remainder of the section: No change needed.
• The proposed order finds the purchaser and its affiliates are not a mere continuation of, and not successors to, the debtors or other sellers; there is no continuity of enterprise or common identity and the transaction is not a consolidation, merger or de facto merger. The purchaser parties, defined to include affiliates, equityholders, lenders, subsidiaries, funds, agents, insurers, attorneys, successors and assigns and their respective directors, managers, officers, employees, representatives, contractors and insurers, are not successors and assume no liability of the debtors or their estates, including under any bulk sales law or successor liability theory, except as expressly provided in the APA. All persons are barred from asserting fraudulent transfer or fraudulent conveyance claims against the purchaser or the purchased assets, and the parties waive compliance with bulk sales laws.
• The purchaser is to be deemed a good faith purchaser entitled to the full protections of section 363(m), with the consideration found fair and reasonable and the transaction not avoidable under section 363(n).

Assumption and Assignment of Contracts and Leases

• Schedule 1.1(g) of the APA lists the assigned contracts and assigned leases together with the sellers' proposed cure costs; the debtors' assigned contracts and leases and related cure costs are listed on Exhibit 2 to the proposed sale order (the cure schedule). Only the debtors' contracts and leases are being assigned under section 365; none of the non-debtor sellers' contracts or leases are.
• The sellers pay all cure costs to counterparties at closing, and following final resolution of any dispute for disputed contracts, with reasonable evidence of payment provided to the purchaser. Cure costs are not assumed liabilities.
• Designation Deadline: no later than one business day before the closing date, the purchaser may designate any available contract that is an excluded asset as an assigned contract or lease, or remove any assigned contract or lease so that it becomes an excluded asset, with Schedule 1.1(g) deemed automatically updated.
• If a counterparty objects and the objection is unresolved by the designation deadline, the deadline for that disputed contract extends, including past closing, until the earliest of the date the contract is deemed rejected under section 365 or otherwise rejected with the purchaser's express prior written consent (which may be withheld in its sole discretion), 10 business days after the dispute is finally determined by the court, or 10 business days after it is mutually resolved. A disputed contract is not assumed or assigned on the closing date and will not be assigned until the dispute is resolved and cure costs are paid; if the purchaser does not designate it for assumption within that extended period, it becomes an excluded asset.
New bullet to add (after the designation deadline bullet):
• Where an acquired asset cannot be assigned without a third party's consent, no order nullifies that requirement, and consent has not been obtained by closing, the APA does not operate as an assignment; until the earliest of receipt of consent, six months after closing, or the applicable seller's dissolution, the parties must use reasonable best efforts to obtain the consent and cooperate on a subcontracting, agency, licensing or similar arrangement passing the asset's economic benefits, net of related tax and maintenance costs, and its burdens to the purchaser.
Optional trim: the assignment-objection formalities bullet can compress to its operative consequence (failure to object bars objection and fixes the scheduled cure cost), since service and form mechanics are excluded unless a deal term turns on them.
• Assignment objections must be in writing, comply with the Bankruptcy Code, Bankruptcy Rules and local rules, state the legal and factual bases with specificity including the counterparty's asserted cure amount, and be filed with proof of service. Failure to object timely bars any objection to assumption or assignment and fixes the scheduled cure cost as the only amount necessary to cure defaults.
• Where a cure dispute remains, the debtors will pay the appropriate amount promptly after either a consensual resolution with the counterparty or entry of a court order fixing the amount; the debtors reserve the right to reject any disputed contract post-closing.
• The proposed order deems each counterparty to have consented and the purchaser to have demonstrated adequate assurance of future performance under sections 365(b)(1)(C) and 365(f)(2)(B); bars rent or payment accelerations, assignment fees, increases or similar charges against the debtors or the purchaser; and renders unenforceable under section 365(f) any provision declaring a breach, default or termination on a change of control of the purchased assets. Upon assignment, the debtors are relieved of further liability under section 365(k). The debtors may amend Exhibit 2 until the designation deadline, with prompt notice and a reasonable opportunity for affected counterparties to object on any grounds.

Contracts to Be Rejected and Supplier Transition

• At closing each seller must discontinue and terminate its supplier relationships in the territory as to all applicable brands and, where applicable, reject contracts that relate solely to the debtors and cover only the territory. From the effective date forward, no seller may assign, convey, transfer or dispose of distribution or brokerage rights with any supplier in the territory to any person other than the purchaser.
• Martignetti required this rejection and termination to ensure the debtors do not continue operating in the Control States and to allow the purchaser to establish direct supplier relationships; the debtors note they cannot readily assume and assign supplier agreements. The proposed order authorizes termination and rejection under section 6.14 of the APA, with all rejected contracts rejected effective as of the closing date.

Employee Matters

• Martignetti made employment offers to approximately 345 seller employees, representing nearly 100% of the Control States workforce, and expects to continue serving the vast majority of suppliers and customers in those markets.
• At the sellers' request, the purchaser must deliver within five business days a written list of current seller employees whose responsibilities relate primarily to the business, together with identified new employment opportunities. The purchaser sets initial terms and conditions of employment for all employees it hires.
• The sellers remain solely responsible for compensation and amounts payable to current or former employees, officers, directors, contractors and consultants for periods through closing, including hourly pay, commissions, bonuses, salary, accrued but unused vacation and paid time off, fringe, pension or profit sharing benefits and severance, plus the employer portion of related taxes, and for all severance payments and retention bonuses triggered by the transaction.
• The sellers cease operating the business in the territory on the closing date and retain all employer notice obligations in connection with the transaction or the cessation of the business, including under the WARN Act and the National Labor Relations Act.
• From and after closing, the purchaser may offer employment to and hire any seller or affiliate employees providing services to the purchaser or the business, including under the transition services agreement, though such employment may not commence before completion of the services involving that employee under the transition services agreement.

Conditions Precedent

• Conditions to the sellers' obligation to close include the accuracy in all material respects of the purchaser's representations and warranties and its material performance of covenants; the absence of any order restraining or prohibiting the closing and of any pending action seeking one; delivery of an officer's certificate; execution and delivery of an assumption agreement; delivery of assignments of the assigned leases executed by the purchaser and, where applicable, landlords, together with a 90-day license executed by the purchaser as licensee for the premises at 13000 Eckles Road, Livonia, Mich.; and entry of the sale order, unstayed, unvacated and unmodified without the sellers' consent.
• Conditions to the purchaser's obligation to close include the accuracy of the sellers' representations and warranties, with fundamental representations held to a material-respects standard and other representations subject to a material adverse effect qualifier, and the sellers' material performance of covenants; no material adverse effect between the effective date and closing; no law making the transactions illegal; no restraining order and no pending action seeking one; and, most significantly for deal risk:
  • The purchaser obtaining all federal and state licenses and permits pertaining to the sale and distribution of alcoholic beverages in the territory listed in the APA, and receiving the specified third-party consents.
  • Neither party having received written notice from scheduled suppliers that they will not do business with the purchaser in the territory after closing, or will transition to a competitor of the purchaser, where the affected suppliers represent in the aggregate more than 10% of commission revenue plus VOR gross profit of the business, measured for the twelve months ended Dec. 31, 2025.
  • NWS Michigan, RNDC-NWS and L&L Wine and Liquor delivering evidence reasonably satisfactory to the purchaser of the release of specified encumbrances on their acquired assets, including UCC-3 termination statements, to the extent not covered by the sale order, which does not address encumbrances applicable to non-debtor sellers.
  • Entry of the sale order as a final order, unstayed, unvacated, unreversed and unmodified without the purchaser's consent.
  • Delivery of the executed transition services agreement, bills of sale, lease assignments and the 90-day Livonia license; each seller must also deliver an executed IRS Form W-9 at or before closing, which the motion's chart lists as a closing condition and the APA carries as a covenant.
  New bullet to add (before the closing-mechanics bullet):
  • Closing is not conditioned on financing: the purchaser represents that it has, and will have at closing, sufficient cash to pay the purchase price and consummate the transactions.
• Closing occurs by telephone conference and electronic exchange of documents on the third business day after the conditions are satisfied or waived, or on such other date as the sellers and purchaser mutually agree in writing.

Termination Rights

• Outside Date: Sept. 22, 2026. Either the purchaser or any seller may terminate if closing has not occurred by that date, subject to the purchaser's sole-discretion right to extend by up to an additional 60 calendar days on notice to the sellers; a party whose failure to perform caused the delay may not terminate on this basis.
• The purchaser demanded the unilateral termination right and the Sept. 22 date because the purchase price is fixed other than for inventory while the purchased assets, including supplier relationships, may deteriorate before closing; Martignetti has indicated it may be unwilling to proceed on the APA's terms if the sale extends past that date.
• Mutual written consent, or written notice by either side upon a final, binding and non-appealable order prohibiting the closing or declaring the transactions unlawful, provided the party terminating did not cause the order through its own non-performance.
• Buyer and seller breach rights are parallel: either side may terminate for a breach of covenant or an untrue representation by the other such that the corresponding bring-down condition would fail, subject to a cure period running to the earlier of two business days before the outside date or 15 business days after notice of the breach, and unavailable to a party then in material breach itself. The purchaser's obligation to consummate the closing is expressly not curable.
• Fiduciary out: any debtor may terminate at any time before closing if the debtor or its governing body determines that proceeding with the transactions or failing to terminate would be inconsistent with its fiduciary duties, allowing the sellers to pivot to a superior alternative. Nothing in the APA requires any seller or its managers, officers, directors, partners or members to act inconsistently with fiduciary obligations or applicable law.
• Termination ends all obligations of the parties and voids the agreement without liability, except that it does not relieve a defaulting party of liability for any willful breach occurring before termination.

Post-Closing Arrangements

• At closing the sellers and purchaser enter into a transition services agreement under which the sellers provide specified services and support to the purchaser for a period following closing, to continue key corporate and support services and minimize disruption for customers and suppliers.
• Non-competition: for five years from closing, each seller and its controlled affiliates may not own an interest in, operate, join, control or participate in any person providing, soliciting orders for, selling, warehousing, distributing or marketing beverage products in the territory that compete with the business, or interfere with the purchaser's supplier arrangements. The restriction does not reach non-alcoholic beverage products in New Hampshire or, absent mutual written agreement to include them as acquired assets, Pennsylvania. The sellers also agree to terminate supplier relationships in the territory, not to solicit the purchaser's employees, and to keep the business's confidential information confidential through the same five-year period; non-disparagement runs both ways and carries no stated end date.
• Indemnification runs from the non-debtor side only, and from just three of the five non-debtor sellers: RNDC General, NWS Michigan and L&L Wine and Liquor, individually and severally rather than jointly, indemnify the purchaser and its affiliates, directors, officers, members, managers, employees, successors and assigns from closing until the first anniversary of closing for breaches of their representations and warranties, breaches of fundamental representations, their excluded liabilities and non-fulfillment of their post-closing covenants. The debtors are not subject to any indemnification obligations under the APA. The purchaser indemnifies those same three sellers on the same one-year horizon. The motion's summary chart describes the indemnity as coming from the non-debtor sellers generally; the APA limits it to the three named entities.
• Indemnity economics: a $225,000 basket, with recovery only above that threshold, and a $25,000 per-claim threshold below which losses are disregarded entirely, neither of which applies to breaches of fundamental representations, purchaser fundamental representations or fraud. Each JV seller's aggregate liability is capped at 50% of the cash proceeds it actually receives; the purchaser's aggregate liability is capped at the purchase price. Both caps fall away for fraud claims.
• The proposed order would authorize the purchaser, as of the closing date and to the maximum extent permitted by law, to operate under the applicable sellers' licenses, permits, registrations and governmental authorizations with respect to the debtors' purchased assets; where it cannot, those licenses stay in effect while the purchaser, with seller assistance, works promptly to secure new issuances. Subject to section 525(a), it would bar any governmental unit from revoking or suspending any right, license, trademark or other permission relating to the purchased assets on account of the filing or pendency of the Chapter 11 cases or the sale.
New bullets to add:
• Insurance coverage for the business, the acquired assets and the assumed liabilities ends at closing, but from and after closing the purchaser may make claims and take proceeds under the sellers' occurrence-based policies for pre-closing matters relating to the acquired assets or assumed liabilities, with the applicable seller using commercially reasonable efforts to pursue or permit recovery and remitting proceeds net of its documented out-of-pocket collection costs.
• The sellers must terminate and satisfy the guarantees, letters of credit, sureties, bonds and similar support arrangements they or their affiliates issued to support the business; none are to continue past closing.
• Representations and pre-closing covenants terminate at closing except as preserved by the indemnification article, and post-closing covenants survive 12 months where they state no term of their own. Other than fraud and specific enforcement of post-closing covenants, indemnification is the parties' exclusive post-closing remedy, and the purchaser waives any right of set-off against the purchase price.
• After closing the purchaser affords each seller and its representatives reasonable access during business hours to acquired books and records and to identified employees, officers, advisors, accountants, offices and properties, as necessary for the sellers' wind-down, tax reporting and responses to governmental inquiries, with reciprocal access to retained records for the purchaser and a two-year notice-and-retrieval protocol before either side disposes of records.

Use of Proceeds

• Net proceeds are to be transferred on the closing date for permanent application against the DIP secured obligations in accordance with the DIP orders and DIP loan documents, without restricting the debtors from reborrowing repaid amounts under the DIP loan documents and DIP budget. Net proceeds from the non-debtor sellers' assets include only distributions made to the debtors on account of their interests.
• The debtors intend to use net proceeds to pay down outstanding new money revolving loans under the DIP facility and to fund the administration of the Chapter 11 cases while they close sales for their remaining markets and pursue an orderly wind-down.

Non-Debtor Seller Authority

• The debtors also seek authority, in their capacity as members or managers of certain non-debtor sellers, to approve those entities' entry into the transaction. Under the organizational documents of the Ohio JV and RNDC-NWS, debtors Republic National Distributing Company and Republic National Distributing Company Michigan Holdings, respectively, must approve the sale in those capacities.
• The debtors state that court approval is not required for the non-debtor sellers to transfer their assets because those assets are not property of the estates under section 541(a), and they seek authority out of an abundance of caution; they are not seeking approval of the sale of the non-debtor sellers' assets or the assignment of those entities' contracts and leases.
• Martignetti has indicated it would not close on terms excluding the non-debtor sellers, and the debtors do not believe a going-concern sale of the non-debtor sellers' assets could be pursued separately because those entities could not sustain operations independent of the debtors. The transaction is supported by the lenders, who hold liens on substantially all of the debtors' assets, and by the Michigan and Ohio joint venture partners, who hold consent rights over any sale of the applicable joint venture's assets.

Emergency Timing

• The debtors ask that the sale order take effect immediately on entry rather than after the ordinary 14-day stay, so the transaction can close before the Sept. 22 outside date; without the liquidity the sale provides, they anticipate they will lack the funds to pay ordinary course expenses or administer the cases and may be forced into a value-destructive liquidation.

Governing Law and Amendments

• Except where mandatory provisions of the Bankruptcy Code apply, the APA is governed by Delaware law. The court retains exclusive jurisdiction to interpret, implement and enforce the sale order and the APA and to adjudicate disputes relating to the transaction; the proposed order states it constitutes a final order within the meaning of 28 U.S.C. § 158(a).
• The APA and related documents may be modified, amended, supplemented or restated by the parties in writing without further court order, provided that any modification having a material adverse effect on the estates requires notice to the court and a further order while the cases remain pending. The sale order controls over any inconsistency with the sale documents or prior orders and pleadings related to the motion; as between the motion's summary of the APA and the APA itself, the APA controls.

Key Dates

• Petition Date: July 26, 2026
• Creditors' Committee Appointed [Docket No. 137]: Aug. 6, 2026
Also move the entire Key Dates block above the Emergency Timing and Governing Law and Amendments sections, and confirm the April 13, 2026 letter-of-intent date against the PDF before publication (see finding 10); if it cannot be confirmed, use 'April 2026,' which the filing states in three other places.
• Letter of Intent with Martignetti: April 13, 2026
• APA Effective Date: Sept. 4, 2026
• Motion Filed: Sept. 5, 2026
• Emergency Relief Requested By: Sept. 18, 2026, at 5 p.m. prevailing Central Time
• Assignment Objection Deadline: the date of the sale hearing; for contracts or leases added to Exhibit 2 after the motion was filed, 14 days after service of notice on the counterparty, or such later date as the debtors agree
• Designation Deadline: one business day before the closing date, subject to automatic extension for disputed contracts
• Outside Date: Sept. 22, 2026, extendable by the purchaser in its sole discretion by up to 60 calendar days
• Liquidity Deadline: the debtors state they must close this sale or a sale of another market by the week ending Sept. 25, 2026, to maintain minimum liquidity to sustain operations; this transaction is the furthest advanced and the only one they expect to close by then
• Closing: the third business day after satisfaction or waiver of the closing conditions
• VOR Inventory True-Up: within 30 days after closing