RunItOneTime - Chapter 11 Bidding Procedures Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• The Debtors are represented by their investment banker, GLC Advisors & Co.
• The sale process will be conducted in consultation with certain "Consultation Parties," which include the ad hoc group of term lenders, the Official Committee of Unsecured Creditors, and any other official committee appointed in the cases.
• If a Consultation Party or a member of the Committee submits a bid for certain assets, that party will cease to be a Consultation Party with respect to those assets to avoid conflicts.
• Any insider, affiliate, or member of management, including Supporting Shareholder Eric Persson, who participates in a bid will be excluded from evaluating competing bids and screened from non-public information regarding the sale process.

Assets Being Sold

• The Debtors are marketing their assets, which are organized into three principal segments:
  • PokerCo: Comprising Aces Poker Lakewood, Aces Poker Mountlake Terrace, Caribbean Casino, Caribbean Cardroom, and associated working capital.
  • LeaseCo: Comprising properties subject to the Blue Owl Master Lease and certain non-PokerCo Washington properties. The Debtors will determine whether to actively market the LeaseCo assets by Aug. 20.
  • MainCo: Comprising all remaining businesses, interests, and tangible and intangible assets of the Debtors.
• Partial bids for individual assets within these segments are permitted; however, the Debtors reserve the right not to proceed with partial bids if they do not receive qualified offers for all assets within a particular segment.

Stalking Horse Bidder & Bid Protections

• The Debtors, in consultation with the Consultation Parties, may select one or more stalking horse bidders for any group of assets to establish a baseline bid.
• A designated stalking horse bidder may be offered bid protections, including a break-up fee and expense reimbursement.
  • Aggregate bid protections are capped at 1.5% of the cash portion of the stalking horse purchase price.
  • Parties submitting credit bids, insiders, and affiliates are generally not entitled to bid protections.
  • An exception may be made for a stalking horse bid submitted by the Supporting Shareholder for the PokerCo assets, which may include bid protections contemplated by the Transaction Support Agreement, subject to objection rights.
• The designation of any stalking horse bidder and related bid protections is subject to a notice and objection period. If no objections are filed by the Stalking Horse Objection Deadline, the designation is deemed approved.

Credit Bid

• Any secured creditor has the right to credit bid its claim for the assets securing such claim, pursuant to section 363(k) of the Bankruptcy Code.
• The DIP Lenders and Prepetition Lenders (collectively, the "Existing Lenders") are deemed qualified bidders and may credit bid all or a portion of their debt.
• The right of any party to credit bid is subject to objection by parties in interest, including the Committee, subject to limitations in the DIP orders.
• If the Existing Lenders submit a credit bid, they will no longer serve as Consultation Parties with respect to the assets subject to their bid.

Bid Requirements

• To be deemed a Qualified Bid, an offer must be submitted by the Bid Deadline and satisfy several conditions, including:
  • Be accompanied by a 10% cash good-faith deposit, unless waived by the Debtors.
  • Include executed transaction documents in the form of a redline against the Debtors' form purchase agreement.
  • Specify the assets to be acquired and liabilities to be assumed.
  • Contain no financing, due diligence, or other contingencies.
  • Remain irrevocable until closing and include an agreement to serve as the backup bidder if selected.
  • Waive any right to a breakup fee or expense reimbursement, unless approved as a stalking horse bidder.
• The good-faith deposit of a successful bidder will be applied to the purchase price at closing. Deposits from unsuccessful bidders will be returned. If a successful bidder fails to close, its deposit will be forfeited to the Debtors.

Auction Details

• An auction will be held on Sept. 19 if the Debtors receive two or more Qualified Bids. If only one Qualified Bid is received, the Debtors may cancel the auction and proceed with that bidder.
• Prior to the auction, the Debtors will select the highest or otherwise best offer to serve as the "Baseline Bid" to commence the bidding.
• The Debtors will establish minimum overbid increments at the start of the auction.
• Following the auction, the Debtors will designate a "Successful Bid" and may also designate a "Backup Bid."
• Communications between prospective bidders regarding bids are prohibited unless authorized by the Debtors.

Assumption and Assignment

• The Debtors will file a Cure Notice identifying executory contracts and unexpired leases to be assumed and assigned, along with the proposed cure costs for each.
• Counterparties will have a specified deadline to object to the proposed assumption, assignment, or cure amounts.
• Failure to file a timely objection will be deemed consent to the proposed treatment and will bar the counterparty from asserting any additional claims or defaults.
• The Debtors may modify the list of assigned contracts or cure costs until three business days prior to the Sale Hearing.

Sale Free and Clear

• The assets will be sold on an "as is, with all faults" basis.
• The sale will be free and clear of all liens, claims, encumbrances, and other interests to the fullest extent permitted under the Bankruptcy Code, with such interests attaching to the sale proceeds in their existing order of priority.
• The successful bidder will not be considered a successor to the Debtors and will not have successor liability, except as expressly provided in the purchase agreement.

Key Dates

• Bidding Procedures Order Entered: Aug. 28, 2025 (Docket No. 178)
• LeaseCo Marketing Determination Date: Aug. 20, 2025
• Indication of Interest Deadline: Aug. 20, 2025, at 4 p.m. CT
• Stalking Horse Designation Deadline: Sept. 2, 2025, at 4 p.m. CT
• Cure Notice Deadline: Sept. 8, 2025
• Stalking Horse Objection Deadline: Sept. 8, 2025, at 4 p.m. CT
• Hearing on Stalking Horse Objections: By Sept. 12, 2025
• Bid Deadline: Sept. 17, 2025, at 4 p.m. CT
• Auction (if necessary): Sept. 19, 2025, at 10 a.m. CT
• Sale Objection Deadline: Later of three days after filing of the Notice of Successful Bidder or Sept. 23, 2025, at 4 p.m. CT
• Cure Objection Deadline: 14 days after service of the applicable Cure Notice
• Sale Hearing: Sept. 26, 2025, at 10 a.m. CT

Private Sale Motion Summary: Tukwila Cardrooms (Docket No. 1754)

Sale Process Update

• As of the motion's filing on Sept. 30, 2026, the Court had entered six orders approving sales of various Debtor assets under the Bidding Procedures (Docket Nos. 490, 754, 755, 776, 801 and 802).
• The Sale Process generated no buyer interest in the properties subject to the Blue Owl Master Lease, including the assets now being sold.

Blue Owl Stipulation

• Certain Debtors lease the Properties under a Second Amended and Restated Master Lease dated July 6, 2023, with Project Evergreen WA LLC and Project Evergreen NV Owner LLC (collectively, "Blue Owl").
• After the Sale Process drew no interest in the Properties, the Debtors negotiated with Blue Owl and the Secured Lenders. On Dec. 17, 2025, the Court entered a stipulation (Docket No. 899) under which:
  • Blue Owl agreed to temporarily defer enforcement of certain Master Lease obligations, including significant rent deferrals and concessions.
  • The parties agreed to procedures governing the rejection or transfer of any Property and associated operations.
  • Blue Owl agreed to reduce its rejection damages claim for any Property transferred before Dec. 1, 2026.
• The concessions terminate Dec. 1, 2026. The Debtors state they will likely shut down any Properties not transferred by then, because operating them without the concessions is unprofitable.

Parties Involved

• Sellers: RunItOneTime LLC (also Seller Representative), Riverside Casino, Inc., 14040 Gaming LLC, Maverick Evergreen LLC, Washington Gaming Inc., Evergreen Entertainment Corporation, Great American Gaming Corporation, Maverick American LLC and Maverick Washington LLC.
• Purchaser: TIL Gaming LLC, a Washington limited liability company based in Renton, Wash. (CEO David Hill), represented by McDonald Hopkins LLC. The Debtors describe the Purchaser as a third party.
• Debtors' counsel: Hunton Andrews Kurth LLP and Latham & Watkins LLP. Jeff Seery is CFO and CRO.

Transaction Structure

• The Debtors seek approval of a private sale under an APA dated Sept. 28, 2026, outside the auction process. The sale covers personal property and operations at two Tukwila, Wash. cardrooms:
  • Great American Casino Tukwila, at 14040 Interurban Ave. S.
  • Riverside Casino, at 14060 Interurban Ave. S.
• The Purchaser is separately acquiring the underlying real property directly from Blue Owl under its own agreement with Blue Owl.
• The Debtors will reject the Master Lease solely as to the two Sale Properties. The Master Lease and the Blue Owl Stipulation remain in effect for all other Properties.
• The Debtors will transition operation of the cardrooms to the Purchaser.

Purchase Price & Deposit

• The purchase price consists of four components:
  • $75,000 in cash.
  • All Cure Costs.
  • A net working capital adjustment, which may be positive or negative.
  • Assumption of the Assumed Liabilities.
• The net working capital adjustment equals closing net working capital minus a $25,000 target.
  • Net working capital is cash items (including cage cash, register cash and cash in bank) minus the outstanding chip liability, based on a physical cash count at 12:01 a.m. on the closing date.
  • No other liabilities are deducted in the calculation.
• The Sellers represent that cage cash transferred at closing will be at least $177,375.75.
• The Purchaser has posted a $25,000 deposit in escrow. Sellers keep the deposit as liquidated damages if the APA is terminated for the Purchaser's breach or its failure to close; otherwise the deposit is returned.

Acquired & Excluded Assets

• Acquired assets include:
  • Cage cash.
  • Player jackpot accounts, to the extent legally transferable.
  • Gaming equipment and fixed assets.
  • Intellectual property and goodwill.
  • Business records, including customer and player lists.
  • Marketing materials.
  • Asset-related prepayments, deposits and insurance proceeds.
  • Any Assigned Contracts.
• Excluded assets include:
  • Cash in bank, register cash and accounts receivable.
  • Inventory.
  • Collective bargaining agreements and employee benefit plans.
  • Insurance policies.
  • Equity interests.
  • D&O claims.
• The sale does not release any Debtor causes of action, including avoidance actions or claims against current or former insiders and professionals.
• The Purchaser may not pursue any avoidance actions tied to the acquired assets.

Assumed & Excluded Liabilities

• Assumed liabilities are limited to:
  • Redemption of outstanding gaming chips, to the extent included in net working capital.
  • Obligations under transferable permits.
  • Post-closing employment of transferred employees.
  • Post-closing taxes and transfer taxes.
  • Post-closing utilities.
  • Customer deposits, refunds and promotions arising after closing.
• Excluded liabilities include all other Seller liabilities, among them:
  • Pre-closing taxes.
  • Liabilities under the DIP facility and prepetition credit agreement.
  • Employee and benefit plan liabilities, including multiemployer plan withdrawal liability.
  • Collective bargaining agreement obligations.
  • Professional fees.
• Sellers remain responsible for Washington State gaming taxes through closing.

Assumption and Assignment

• The Purchaser has not yet designated any Assigned Contracts but may do so before closing.
• Counterparties will receive at least 14 days' notice of any proposed assumption and assignment, with the proposed cure amount.
• The Purchaser will pay all Cure Costs.
• If a cure dispute is unresolved at closing, the Purchaser may either drop the contract or extend the resolution period by up to 60 days after closing, at its own cost.

Employees

• The Purchaser may offer employment to business employees at its sole discretion and on terms it sets. It will not assume any collective bargaining agreement or benefit plan.
• Business employees are represented by Teamsters Local Union Nos. 38, 117, 760 and 839 under the Maverick CBA (March 1, 2023 to Feb. 28, 2027).
• The proposed order preserves the Purchaser's National Labor Relations Act obligations arising from its post-closing conduct toward union employees it hires.

Sale Free and Clear

• The acquired assets are encumbered by DIP Liens under the Final DIP Order (Docket No. 171). The Debtors state the Secured Lenders do not oppose a sale free and clear.
• Liens attach to net sale proceeds in their existing priority.
• The sale is "as is, where is," with no successor liability for the Purchaser.
• The Debtors request a good-faith purchaser finding under section 363(m).

Closing Conditions & Termination

• Closing requires entry of the Sale Order. Sellers' obligation to close also requires the Purchaser to obtain all Gaming Approvals, including from the Washington State Gambling Commission, and other required permits.
  • The Purchaser must file for Gaming Approvals within 10 business days after entry of the Sale Order.
• The Outside Date is Dec. 31, 2026. It extends automatically if regulatory approvals, including Gaming Approvals, are the only remaining conditions.
• Either party may terminate if the cases are dismissed or converted to Chapter 7.
• The Sellers retain a fiduciary out and may consider alternative proposals.

Other Key Terms

• At closing, Sellers release the Purchaser and its related parties from claims relating to the acquired assets, the sale process and the pre-closing business. Any Chapter 11 plan the Sellers file must include releases and exculpation for the Purchaser's released parties.
• Sellers will provide transition services for up to 90 days after closing at the Purchaser's cost.
• If the Sale Order conflicts with any confirmed plan or other order, including the Blue Owl Stipulation, the Sale Order governs.
• The Debtors request waiver of the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d).

Key Dates

• APA Executed: Sept. 28, 2026
• Motion Filed: Sept. 30, 2026
• Objection Deadline: Oct. 21, 2026 (21 days after filing)
• Blue Owl Concessions Terminate: Dec. 1, 2026
• APA Outside Date: Dec. 31, 2026, subject to extension for regulatory approvals