Sandy Pines - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Parties Involved

• Sandy Pines, LLC, as the Debtor and Debtor-in-Possession
• Bangor Savings Bank ("BSB") and MutualOne Bank ("M1"), as consenting secured creditors
• The Debtor seeks Court approval to retain CBRE Group, Inc. and Hunneman Commercial as brokers for the sale (together, the "Brokers"). Marketing materials will be coordinated by the Brokers with input from the Debtor, BSB, and M1 (collectively, the "Parties").
• The settlement terms among the Parties were initially reflected in a term sheet dated March 30, 2026, and are reflected in the relief sought in the motion.
• The Parties anticipate that the Brokers will seek to negotiate a payment to Keenan Auction Company, Inc. ("Keenan") to coordinate marketing efforts and utilize the contact lists and property information packages developed by Keenan. Although the Debtor does not anticipate retaining Keenan in the case, any fee agreement by the Brokers with Keenan will be disclosed to the Court.
• No operating trustee, examiner, or statutory committee has been appointed in the case.

Assets Being Sold

• The Debtor is a Kennebunk, Maine-based company that owns a campground (the "Campground") and general store (the "General Store") located at 277 Mills Road in Kennebunkport, Maine (collectively, the "Property"). The Campground is in close proximity to Goose Rocks Beach and the Rachel Carson National Wildlife Refuge.
• The Campground includes a range of guest accommodations, including cottages and houses, luxury "glamping" rentals, and tent and recreational vehicle (RV) sites. The General Store sells a selection of camping supplies, snacks, beverages, and novelty items.
• The Campground and General Store operate seasonally from May through October, with preparation ramping up around March of each year. The Debtor ends the season in mid-October with an annual Halloween-themed event called "Spooky Pines."

Secured Creditors

• Bangor Savings Bank (senior mortgage and all assets lien): estimated claim of $10,459,000 as of the Petition Date
• MutualOne Bank (junior mortgage and all assets lien): estimated claim of $7,561,000 as of the Petition Date
• SBSI (subordinate lien/security interest; name and lien description illegible in the source and should be confirmed against the original): estimated claim of $506,919 as of the Petition Date
• Huntington National Bank (golf cart): estimated claim of $2,243 as of the Petition Date

On Feb. 26, 2026 (the "Petition Date"), the Debtor commenced its chapter 11 case by filing a voluntary petition for relief.

The day after the Petition Date, BSB filed a motion for relief from the automatic stay or, in the alternative, to dismiss the bankruptcy proceeding or to appoint a chapter 11 trustee (the "BSB Motion"). On March 20, 2026, the Debtor and M1 filed objections to the BSB Motion. The parties engaged in extensive discovery in advance of the evidentiary hearing on the BSB Motion, which was scheduled for April 3, 2026 — the same date as the requested bid procedures hearing.

In parallel to conducting discovery on the BSB Motion, the Parties engaged in discussions regarding a consensual resolution of the BSB Motion and other disputes, with the goal of maximizing value of the Debtor's assets while ensuring a successful 2026 operating season for the Campground and protecting the interests of the Debtor's residents and guests.

Based on those discussions, and with the consent of BSB and M1, the Debtor developed the bid procedures, which are calculated to ensure a diligent and thorough marketing process to facilitate a competitive and timely sale of the assets, while building on the prepetition marketing efforts.

Prepetition Marketing Efforts

• Beginning on or about April 30, 2025, the Debtor and its prepetition broker, CBRE, engaged in marketing efforts to explore a potential going concern sale of the Property. The marketing process included calls to targeted, industry-specific potential buyers that the Debtor and CBRE believed might be interested in a potential purchase of substantially all of the Debtor's assets.
• Additionally, following its notice of foreclosure on Jan. 20, 2026, BSB engaged Keenan to perform extensive marketing efforts in advance of an anticipated foreclosure auction. Keenan provided property information packages to hundreds of parties and received hundreds of inquiries from parties around the country and abroad.
• The Debtor's assets have been marketed robustly for roughly a year prior to the Petition Date, and the Debtor believes the universe of the most likely buyers is already familiar with the Property. The Debtor believes it can build upon the work already performed to expeditiously market the assets for a competitive sale process through the Court.

Marketing and Bidding Process

• A sales book (the "Offering Book") containing Property information, a standard form of Purchase and Sale Agreement (the "Purchase Agreement"), and marketing materials shall be completed and distributed by the Brokers no later than April 15, 2026. The form of the Purchase Agreement shall be agreed upon by the Parties.
• Each prospective buyer must execute a Non-Disclosure Agreement ("NDA") in a form reasonably satisfactory to the Parties. Upon receipt of the executed NDA, the prospective buyer shall receive immediate access to the Offering Book.
• The Debtor shall continue to prepare the Property for the opening of the business in the ordinary course on or before May 8, 2026, at which point site visits of the Property in operation can be coordinated with prospective buyers and the Brokers at times reasonably acceptable to the Debtor.
• The bid procedures are designed to showcase the assets throughout April and May as the Campground becomes operational, and to ensure a fair and transparent bidding process with a timeline the Debtor believes will be attractive to interested parties while protecting residents and customers through the 2026 season.

Bid Submission and Selection

• Initial bids shall be due on or before May 27, 2026. All bids shall be in the form of a marked-up Purchase Agreement. Copies of all bids shall be provided by the Brokers to the Parties.
• If no bids are received by May 27, 2026, BSB shall have, at its option, stay relief to immediately conduct a foreclosure sale of the Property.
• The Parties shall consult with respect to the evaluation of each bid and shall select the top five bids on May 28, 2026 (the "Qualified Bidders").
• On May 29, 2026, the Qualified Bidders shall submit their final and best bids, and the Debtor, with the consultation and consent of BSB and M1, shall select the highest and best bid (the "Successful Bidder" and the "Successful Bid").
  • The Successful Bidder shall immediately execute the Purchase Agreement reflecting the Successful Bid and provide a 5% deposit of the purchase price (the "Initial Deposit").
• If no Successful Bidder is selected by May 29, 2026, BSB shall have, at its option, relief to immediately conduct a foreclosure sale of the Property.
• Pursuant to the bid procedures order, the Debtor shall seek approval of the Successful Bidder's offer at the Sale Hearing on or before June 11, 2026. If the Successful Bidder is not approved at the Sale Hearing, BSB shall have, at its option, stay relief to immediately conduct a foreclosure sale of the Property.

Closing and Deposits

• If the Successful Bidder's offer is approved by the Bankruptcy Court at the Sale Hearing, the closing shall occur no later than five days after the Sale Hearing.
• A 30-day extension option may be granted to the Successful Bidder upon a deposit of an additional 10% of the purchase price (the "Extension Deposit"). If the extension option is granted, the Initial Deposit and the Extension Deposit shall become non-refundable.
• If the Successful Bidder fails to timely close under the Purchase Agreement (including any permitted extension), BSB shall have, at its option, stay relief to immediately conduct a foreclosure sale of the Property, or the Parties, with BSB's consent, may proceed with the Backup Bidder (the bidder submitting the next-highest or second-best bid for the Property, as determined by the Debtor).
• In the event a sale transaction closes, M1 shall accept any net proceeds in full and final satisfaction of all amounts owed to M1 by the Debtor or the estate. M1 has also agreed to limit the guaranty obligations of all guarantors to amounts agreed to by M1 and the guarantors, the terms of which shall be set forth in a written agreement.

Minimum Sales Conditions

• The Parties agree that an offer greater than an agreed net proceeds dollar threshold (the "Threshold") from a financially qualified buyer will be acceptable as a bid. The Threshold is not being publicly disclosed to ensure that the sale process maximizes value.
• In the event the Debtor accepts an offer sufficient to pay BSB in full, BSB shall release any and all attachment liens (including against any assets of guarantors) upon acceptance of the offer, dollar for dollar, based on the amount of the nonrefundable deposit up to the amount of BSB's current trustee process, which is $418,591.61.
• If no offer exceeds the Threshold as of May 28, 2026:
  • BSB, at its sole option, may proceed to conduct its own foreclosure auction for the Property; or
  • BSB may choose to accept an offer below the Threshold, in which case M1 and the Debtor will consent to the sale in the bankruptcy case, and the Debtor will present such offer for approval at the Sale Hearing.

Commission Structure

• The bid procedures contemplate that the Brokers will be paid a commission of [percentage illegible in the source — confirm against the original]% of the sale price in the aggregate, conditioned upon both: (a) the closing of the sale of the Property; and (b) the net sale price for the Property being greater than the Threshold.
• No commission shall be due to any third party (including the Brokers) in the event the Successful Bid is a credit bid.

Sale Free and Clear

• The Debtor seeks to sell the Property free and clear of all liens, claims, encumbrances, and other interests pursuant to section 363(f) of the Bankruptcy Code, with any such claims and interests not released at closing attaching to the net sale proceeds, as and to the extent applicable.
• BSB and M1 consent to the motion, and the Debtor will work to obtain consent from SBSI and any other potential lienholders on the Property. The Court should deem any potential lienholder or other interest holder to consent to the free and clear sale to the extent such interest holder does not timely object to the sale transaction after notice thereof.
• It is anticipated that the sale of the Property may generate sufficient proceeds to satisfy some or all of the properly perfected, non-avoidable liens against the Property. To the extent a bona fide dispute exists as to any liens or interests, the Debtor may sell free and clear of such liens and interests, with those liens or interests attaching to the sale proceeds for future determination and allocation. Any liens released under section 363(f)(5) shall attach to the cash proceeds in the same force, effect, and priority as such liens had prior to the closing of the sale, subject to all rights and defenses of the Debtor or any party in interest.

Successor Liability

• The Debtor proposes that the sale order provides that the Successful Bidder shall not have any successor liability relating to the Debtor or the Property to the maximum extent permitted by law.

Good Faith Purchaser Protections

• The Debtor requests that the Court find at the Sale Hearing that the Successful Bidder is entitled to the benefits and protections provided by section 363(m) of the Bankruptcy Code. The Debtor anticipates that any Successful Bidder would be a "good faith purchaser" within the meaning of section 363(m).
• The consideration to be received by the Debtor will be subject to a market process by virtue of the Debtor's marketing efforts and will be substantial, fair, and reasonable. The Debtor requests that the Court make a finding at the Sale Hearing that the agreement reached with the Successful Bidder was at arm's length and entitled to the full protections of section 363(m).

Assumption and Assignment

• The sale contemplates the assumption and assignment of the assumed contracts and leases to the Successful Bidder. The bid procedures specify the process by which the Debtor will serve Cure and Possible Assumption and Assignment Notices, and the procedures and deadlines for counterparties to file and serve objections.
• At the closing of the sale, the Successful Bidder shall cure those defaults under the assumed contracts and leases that need to be cured in accordance with section 365(b) of the Bankruptcy Code, by payment of the undisputed cure amounts (the "Cure Amount"). The Debtor will determine the Cure Amounts based on a careful, good faith review of its books and records to identify the amounts owed as of the Petition Date.
• Any party that fails to object to the proposed assumption and assignment shall be deemed to consent to the assumption and assignment on the terms set forth in the sale order, along with the Cure Amounts identified in the Cure and Possible Assumption and Assignment Notice.
• The Debtor requests that anti-assignment provisions in the assumed contracts and leases shall not restrict, limit, or prohibit the assumption, assignment, and sale thereof, and are deemed unenforceable within the meaning of section 365(f) of the Bankruptcy Code. The Debtor further requests that it be relieved from any further liability with respect to the assumed contracts and leases after assumption and assignment to the Successful Bidder.

Fiduciary Obligations

• Nothing in the bid procedures shall modify or limit the Debtor's exercise of fiduciary duties, nor shall anything in the bid procedures assign or delegate any right of the Debtor as debtor-in-possession to any other party. In the event of any conflict between the bid procedures and the Debtor's fiduciary duties and rights as debtor-in-possession, such duties and rights shall control.

Business Justification for Sale

• The Debtor considered various restructuring alternatives prior to and since commencing the chapter 11 case. After extensive negotiations with BSB and M1 and after evaluating its debt profile, the Debtor has determined that a sale of the Property under section 363(b) will maximize the value of the estate for the benefit of all stakeholders.
• The Debtor believes that the sale will maximize the Property's value by allowing a party to bid on the Property as a going concern with the opportunity to operate the Campground and General Store during the lucrative months of July and August. The sale will be subject to competing bids, enhancing the Debtor's ability to receive the highest or otherwise best value for the Property.

Waiver of Stay Periods

• The Debtor requests that the sale order be effective immediately upon its entry by providing that the 14-day stay under Bankruptcy Rules 6004(h) and 6006(d) be waived, to maximize the value received from the Property and to ensure that the Successful Bidder is free to close the sale as soon as possible after entry of the sale order.

Request for Expedited Hearing

• The Debtor requests an expedited hearing on April 3, 2026, on the bid procedures only. The Debtor's business relies on a successful tourist season each year from May to October, and closing the sale transaction in June 2026 would provide sufficient time for the purchaser to operate the Property during the critical months of July and August.
• Failure to provide an expedited hearing on bid procedures would delay all subsequent deadlines, thereby threatening the estate's value and causing irreparable harm to the Debtor and its estate, as well as to creditors that otherwise would be paid from the sale proceeds.
• As a material term of the settlement among the Debtor, BSB, and M1 (including, critically, BSB's agreement to withdraw the BSB Motion, in part), the Debtor is required to seek a hearing on the bid procedures on or before April 3, 2026.

Key Dates

• Petition Date: Feb. 26, 2026
• Bid Procedures Hearing: April 3, 2026
• Offering Book Completion and Distribution: no later than April 15, 2026
• Property Opening for Business: on or before May 8, 2026
• Initial Bids Due: on or before May 27, 2026
• Selection of Top Five Qualified Bidders: May 28, 2026
• Final and Best Bids Submitted / Successful Bidder Selected: May 29, 2026
• Sale Hearing: on or before June 11, 2026
• Closing: no later than five days after the Sale Hearing
• Extension Option: 30-day extension upon deposit of an additional 10% of the purchase price