SiFi Networks America - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

• On June 5, 2026, SiFi Networks America, LLC (the "Debtor" or "Seller") commenced its chapter 11 case in the U.S. Bankruptcy Court for the District of Delaware. The Bidding Procedures set forth the process by which the Debtor will market and conduct a sale by auction of all or substantially all of its assets, pursuant to sections 105, 363, and 365 of the Bankruptcy Code.

Parties Involved

• Seller: SiFi Networks America, LLC, a Delaware limited liability company.
• Buyer / Stalking Horse Bidder: ArcLink Fiber LLC, a Delaware limited liability company, together with any designated affiliate thereof, pursuant to an Asset Purchase Agreement (the "Stalking Horse Agreement") dated as of July 9, 2026.
• The Stalking Horse Bidder is the Debtor's (i) DIP Lender and (ii) prepetition secured lender.
• SiFi Networks America Ltd. ("SNA Ltd") is the parent of the Debtor. In April 2026, SNA Ltd was acquired by PATRIZIA, a German infrastructure investment manager, and the Stalking Horse Bidder is an affiliate of PATRIZIA.
  • Each of APG Asset Management N.V. and PATRIZIA Infrastructure Ltd and their respective affiliates is deemed to be an Affiliate of the Buyer; however, the Buyer and Buyer Affiliates are not deemed Affiliates of the Seller for purposes of the Agreement.
• The Debtor has designated its sales agent, Sherwood Partners, Inc., to coordinate all reasonable requests for additional information and due diligence access.

Assets Being Sold

• All or substantially all of the Debtor's assets (the "Assets" or "Purchased Assets"), to be sold free and clear of all Liens except for Liens supporting the Assumed Liabilities and Liens expressly set forth in the Sale Order. The Purchased Assets include, among other things:
  • Equipment, furniture, and fixtures;
  • Assumed Contracts and other rights assumed by and assigned to Buyer;
  • Documents and books and records, including financial, marketing, and business data, pricing and cost information, customer lists, plans, engineering, reports, and recorded knowledge;
  • Goodwill and going concern value, including rights under third-party confidentiality agreements;
  • Personnel files for Current Employees hired or retained by Buyer;
  • Deposits (including deposits in transit, customer deposits, and security deposits) and other prepaid charges and expenses; and
  • Telephone and fax numbers, e-mail addresses, websites, URLs, social media accounts, and internet domain names.
• Excluded Assets include, among other things, all Cash and Cash Equivalents, the bank accounts of Seller, any equity securities of Seller, and all Avoidance Actions other than those specified on the Avoidance Action Schedule (Schedule 1.1(d)); all Accounts Receivable as of the Closing Date are an Excluded Asset and shall remain with the Debtor's estate.
• The Seller does not own any real property.
• Subject to the Bidding Procedures, all of the Purchased Assets are being sold as an inseparable package that must be approved as an inseverable whole, and the closing on all of the Purchased Assets shall occur simultaneously.

Stalking Horse Bid

• The purchase price (the "Stalking Horse Purchase Price") consists of a credit bid pursuant to section 363(k) of the Bankruptcy Code of obligations equal to:
  • The DIP Obligations; plus
  • The aggregate principal amount of the Prepetition Note as of the Closing; plus
  • Cash in the amount of $200,000 (the "Cash Amount"), the aggregate of the foregoing three components equaling $5,853,039.00; plus
  • The Assumed Liabilities; plus
  • The Cure Amounts.
• The "Prepetition Note" is that certain Secured Promissory Term Note, dated as of May 6, 2026, among SiFi Networks America, LLC, as borrower, and ArcLink Fiber LLC, as noteholder.
• The Stalking Horse Bidder is deemed a Qualified Bidder (and is exempt from the Bid Requirements), and the Stalking Horse Bid is deemed a Qualified Bid, for all purposes under the Bidding Procedures.
• If no Qualified Bids other than the Stalking Horse Bid are received by the Bid Deadline, the Auction will not occur, the Stalking Horse Bidder will be deemed the Successful Bidder, and the Debtor will pursue approval of the Sale to the Stalking Horse Bidder at the Sale Hearing.

Credit Bid

• Any bidder holding a perfected security interest in any of the Assets may seek to credit bid all or a portion of its claims for its respective collateral to the fullest extent applicable under section 363(k) of the Bankruptcy Code, provided that such Credit Bid complies with the Bidding Procedures.
• Pursuant to the DIP Order, the Stalking Horse Bidder is permitted to credit bid any outstanding DIP Obligations and Prepetition Secured Indebtedness, on a dollar-for-dollar basis up to the full amount thereof, and may assign such right in whole or in part to any of its affiliates.
• A credit bid by any other Secured Creditor will not constitute a Qualified Bid unless it includes a cash component sufficient to pay in full, in cash, all claims for which there are valid, perfected, and unavoidable senior liens on the Assets included in the bid (including the DIP Obligations and the Prepetition Secured Indebtedness), unless the senior lienholder consents to alternative treatment.
  • Any Secured Creditor intending to participate in the Auction with a credit bid must (i) notify the Debtor at least five calendar days prior to the Bid Deadline and (ii) provide all documentation requested by the Debtor to establish its lien, claims, and encumbered assets.
  • A Secured Creditor must provide cash consideration for any Assets to be acquired that do not constitute collateral securing its claims. These requirements do not apply to the Stalking Horse Bidder.

Bid Requirements

• To be a Qualified Bid, a written, irrevocable offer must, among other things:
  • Include an offer to purchase substantially all of the Assets, identifying the Assets with reasonable specificity and the particular liabilities to be assumed;
  • Clearly set forth the Purchase Price and its source of consideration, which must provide for cash sufficient to pay all DIP Obligations outstanding at closing in full (including the Roll-Up), the Prepetition Secured Indebtedness (to the extent not a DIP Obligation), and all cure and other amounts required to effect the assumption and assignment of applicable executory contracts and unexpired leases under section 365;
  • Provide for the assumption of at least the same assumed liabilities set forth in the Stalking Horse Agreement;
  • Be accompanied by clean and duly executed transaction documents, including a draft purchase agreement with exhibits and schedules, together with redlines marked against the Stalking Horse Agreement;
  • Identify an initial schedule of executory contracts and unexpired leases to be assumed and assigned;
  • Include committed financing (if not accompanied by evidence of capacity to close with cash on hand), Adequate Assurance Information, and evidence of corporate authorization;
  • Contain no financing, approval, due diligence, or other contingencies;
  • Fully disclose the identity of each participating entity, including equity owners or sponsors;
  • Be irrevocable unless and until the Debtor accepts a higher Bid and the bidder is not selected as the Back-Up Bidder, and include an agreement to serve as Back-Up Bidder if so selected;
  • Waive any right to a break-up fee, termination fee, expense reimbursement, or similar payment, including under section 503(b) of the Bankruptcy Code; and
  • Submit to the jurisdiction of the Bankruptcy Court, waive any right to a jury trial, and acknowledge non-reliance and an "as is" acquisition.
• The Debtor is authorized to approve joint Bids in its reasonable discretion on a case-by-case basis.
• Qualified Bids must be actually received by each of the Debtor's advisors no later than July 27, 2026. The Debtor shall provide the Stalking Horse Bidder a copy of each Qualified Bid no later than one business day after the Bid Deadline.

Overbid

• Minimum Bid: the value of each Bid for all or substantially all of the Assets must exceed (a) the Stalking Horse Purchase Price, plus (b) the Estate Funding Commitment (an amount necessary to finance the Debtor's chapter 11 case through emergence that is no less than the amount provided by the Stalking Horse Bidder under the DIP Facility), plus (c) the minimum Bid increment of $200,000.
• Bidding at the Auction will begin at the Starting Bid, and subsequent Overbids (including any by the Stalking Horse Bidder) must be made in minimum increments of $200,000 (or such other amount as the Debtor may determine).
• Any Bid seeking to acquire only a portion of the Assets must have a value that, independently or in conjunction with other Bids, exceeds the value that would be realized for such Assets under the Stalking Horse Bid.

Bid Protections

• None. No person or entity shall be entitled to any expense reimbursement, break-up fee, "topping," termination, or other similar fee or payment in connection with any Sale, and by submitting a bid, each bidder is deemed to have waived any such right, including under section 503(b) of the Bankruptcy Code.

Good Faith Deposit

• Each Bid must be accompanied by a cash deposit (by wire transfer or certified or cashier's check) equal to 10% of the aggregate value of the cash and non-cash consideration of the Bid, to be held in a segregated account established by the Debtor. If a Qualified Bid is later modified to increase the purchase price, the Debtor may require the deposit to be increased to 10% of the increased Purchase Price.
• The Good Faith Deposit of the Successful Bidder will, upon consummation, become property of the estate and be credited to the Purchase Price. Deposits of unsuccessful Qualified Bidders (other than the Back-Up Bidder) will be returned within the earlier of five business days after the conclusion of the Auction or the permanent withdrawal of the proposed Sale; the Back-Up Bidder's deposit will be returned no later than five business days after the Closing with the Successful Bidder.
• If the Successful Bidder (or Back-Up Bidder) fails to consummate its bid, its Good Faith Deposit will be irrevocably forfeited to and may be retained by the Debtor as damages, in addition to any other rights and remedies available to the Debtor.

Due Diligence

• Any Potential Bidder that (a) executes a Confidentiality Agreement, (b) provides sufficient evidence of a bona fide purpose consistent with the Bidding Procedures, and (c) provides evidence of financial capability to acquire the Assets (an "Acceptable Bidder") will be eligible to receive due diligence materials and access to certain non-public information, which the Debtor will post to its electronic Data Room.
• The due diligence period will end on the Bid Deadline, and no conditions relating to the completion of due diligence will be permitted to exist thereafter.
• The Debtor reserves the right to withhold diligence materials from any Acceptable Bidder it reasonably determines is a competitor or affiliated with a competitor, and will make any diligence information available to the Stalking Horse Bidder if provided to any other Acceptable Bidder. There must be no communications regarding the sale process among Acceptable Bidders (including the Stalking Horse Bidder) unless previously authorized by the Debtor in writing.
• Requests for additional information and due diligence access should be directed to Sherwood Partners, Inc. (Jarod Wada, jwada@sherwoodpartners.com, and Eric Brown, ebrown@sherwoodpartners.com).

Consultation Parties

• The Debtor shall consult with the Consultation Parties regarding, among other things, coordinating due diligence, evaluating and negotiating bids, and making other determinations provided in the Bidding Procedures.
• No person or entity that constitutes a Bidding Party (a Potential Bidder, Acceptable Bidder, Stalking Horse Bidder, Successful Bidder, or Back-Up Bidder) shall be deemed a Consultation Party for so long as it remains a Bidding Party. If a Committee member (or its affiliate) is actively participating as a Bidding Party, the remaining Committee members and the Committee's counsel continue as Consultation Parties but may not share information received in that capacity with such Bidding Party.

Evaluation of Bids

• In determining the Starting Bid, the Debtor will consider, among other things, the amount and nature of consideration, impact on customers, vendors, and employees (including the number of employees to be transferred), execution risk, the number and nature of changes to the Stalking Horse Agreement, net economic effect, tax consequences, assumption of liabilities, and cure amounts to be paid (collectively, the "Evaluation Criteria").
• The highest or otherwise best Qualified Bid (the "Successful Bid") will be determined by considering, among other things, total expected consideration, the bidder's ability and timing to close, expected net benefit to the estate, impact on customers, vendors, and employees, and, if applicable, the certainty of plan confirmation.

Auction Details

• If one or more Qualified Bids (other than the Stalking Horse Bid) is received by the Bid Deadline, the Auction will commence on July 29, 2026, at 10:00 a.m. ET at the offices of Cole Schotz P.C., telephonically, or by video via Zoom.
• The Auction will be conducted openly and transcribed. Only Qualified Bidders, including the Stalking Horse Bidder, may bid. The Auction is open to all creditors and the U.S. Trustee to attend, but only Qualified Bidders or their representatives and advisors may participate.
• The Auction will not close until all Qualified Bidders have been given a reasonable opportunity to submit an overbid to the then-prevailing highest or otherwise best Bid. To remain eligible, in each round a Qualified Bidder must submit a higher or otherwise better offer than the preceding best Bid; failure to do so results in disqualification from continuing to participate.
• The Debtor reserves the right to adjourn the Auction one or more times, and to adjourn or cancel the Auction at or prior to the Auction. The Auction shall close when the Successful Bidder and the Debtor execute all documents evidencing the terms of the Successful Bid, with acceptance conditioned upon Bankruptcy Court approval and entry of the Sale Order.

Designation of Back-Up Bidder

• If the Successful Bidder fails to consummate its Qualified Bid within the permitted time, the Qualified Bidder with the next-highest or otherwise second-best Bid (which may be the Stalking Horse Bidder), as determined by the Debtor at the conclusion of the Auction, will be the Back-Up Bidder, and the Debtor will be authorized, but not required, to consummate the transaction pursuant to the Back-Up Bid without further order of the Court upon at least 24 hours' advance notice.
• The Back-Up Bid must remain open until the earlier of (i) the Closing of the Successful Bid and (ii) any termination date set forth in the Stalking Horse Agreement or the purchase agreement with any other Back-Up Bidder.

Assumption and Assignment of Contracts

• On or prior to July 9, 2026, the Debtor shall file and serve an Assumption Notice on all counterparties to potential Assigned Contracts, including a list of Assigned Contracts and the proposed Cure Payment for each. If no Cure Payment is listed for a particular Assigned Contract, the asserted Cure Payment is deemed to be $0.00. Inclusion of a contract on the Assumption Notice is not a guarantee that it will ultimately be assumed and assigned.
• At the election of the Successful Bidder, up until two business days prior to closing, the Debtor may file Supplemental Assumption Notices to add previously omitted Assigned Contracts or modify Cure Payments ("Subsequently Designated Assigned Contracts"). Contract Objections to such contracts must be filed no later than ten days after service of the applicable Supplemental Assumption Notice. Up until two business days prior to Closing, the Debtor is authorized, if the Purchaser so requests, to remove an Assigned Contract from the list.
• Schedule 1.5 to the Stalking Horse Agreement sets forth the Assumed Contract List — the Contracts the Parties have agreed will be assumed by and assigned to Buyer under section 365, together with the applicable Cure Amounts.
• No Assigned Contract shall be deemed assumed and assigned until the later of (i) entry of a Court order authorizing the assumption and assignment or (ii) the date the Sale has closed.

Cure Payments

• Payment of the applicable Cure Payments specified in the Assumption Notice or a Supplemental Assumption Notice by the Successful Bidder or the Debtor, following expiration of the objection period and the absence of any timely objection, shall (i) effect a cure of all defaults existing as of the filing of the Assumption Notice and (ii) compensate for any actual pecuniary loss to the Counterparty resulting from such default.

Dispute Resolution

• Any unresolved Contract Objection, including any Cure Dispute, will be adjudicated at the Sale Hearing or such other date as the Debtor determines in consultation with the Successful Bidder and the Consultation Parties.
• If a Contract Objection is not resolved prior to closing, the Successful Bidder may treat the applicable contract or lease as an Excluded Asset, or temporarily treat it as a "Designated Agreement," proceed to closing with respect to all other Assets, and determine whether to treat the Designated Agreement as an Assigned Contract or Excluded Asset within ten business days after resolution of the objection.

Adequate Assurance

• As soon as practicable after the Auction, and in no event later than 24 hours thereafter, the Debtor shall file and post a Notice of Successful Bidder identifying any Successful Bidder and Back-Up Bidder, together with the proposed purchase agreement and financial and other information regarding adequate assurance of future performance.
• Where the Successful Bidder (or Back-Up Bidder) is not the Stalking Horse Bidder, Counterparties may file Contract Objections solely on the basis of adequate assurance of future performance no later than the Sale Hearing (the "Adequate Assurance Objections Deadline"). Where a Back-Up Bidder (other than the Stalking Horse Bidder) is designated post-Sale, Counterparties have seven days to file such an objection following the Debtor's Notice of Intent to Proceed with Back-Up Bid.

Sale Free and Clear & Successor Liability

• The Assets will be conveyed at Closing on an "as is, with all faults, and without any warranty whatsoever" basis, except as expressly provided in the purchase agreement with the Successful Bidder, and free and clear of all Interests in accordance with sections 363 and 365 of the Bankruptcy Code, with such Interests to attach to the net proceeds of the Sale. The Parties intend, pursuant to section 363(f), that the transfer be free and clear of any Liens, including any arising out of bulk transfer laws.
• The Sale will be free and clear of any claim arising from any conduct of the Debtor prior to the closing of the Sale, whether known or unknown. Accordingly, the Successful Bidder will not be a successor to the Debtor by reason of any theory of law or equity and will have no liability, except as expressly provided in its asset purchase agreement.

Consideration and Closing

• At Closing, Buyer shall satisfy the Purchase Price by (1) discharging Seller from all or a portion of the DIP Obligations, (2) discharging Seller from all obligations under the Prepetition Note, and (3) paying the Cash Amount and the Cure Amounts in cash (the "Closing Date Payment"), by wire transfer of immediately available funds; provided that Buyer reserves the right to use cash consideration to satisfy the DIP Obligations or Prepetition Note components.
• The Cash Amount shall not be disbursed or otherwise utilized by the Debtor absent the express written consent of the Creditors' Committee, other than $25,000 of the Cash Amount that may be payable to Stretto, Inc., as the Debtor's claims and noticing agent.
• Closing will take place on the first business day after all conditions set forth in Article VII (other than those to be satisfied at Closing) have been satisfied or waived.

Designated Buyer

• In connection with the Closing, the Buyer may designate one or more Affiliates to exercise certain of the Buyer's rights and assume certain Assumed Liabilities, including to purchase specified Purchased Assets and pay Cure Amounts or assume specified Assumed Liabilities (a "Designated Buyer"). Such designation must be made by written notice to the Seller no later than two business days prior to Closing.

Alternative Transaction & Fiduciary Out

• The Seller's obligations are subject to its duties as debtor-in-possession to seek and obtain the highest or otherwise best net value for the Purchased Assets and to potentially consummate a transaction with another party that, in Seller's business judgment, would maximize the value of its estate (an "Alternative Transaction"). Nothing in the Agreement requires Seller or its directors or officers to act inconsistently with their fiduciary obligations.

Termination

• The Stalking Horse Agreement may be terminated by Buyer, among other circumstances:
  • Upon an uncured breach by Seller of its representations, warranties, covenants, or agreements (subject to a ten-day cure period);
  • If the Closing has not occurred on or before August 7, 2026 (the "Outside Date"), unless the failure was caused by Buyer's breach, action, or inaction;
  • If the Chapter 11 Case is dismissed or converted to Chapter 7, or a trustee or examiner with expanded powers is appointed;
  • Automatically, and without any action or notice by either Party, upon the consummation of an Alternative Transaction, or if Buyer is not selected as the Successful Bidder at the conclusion of the Auction (unless Buyer is designated as the "backup bidder" under the Sale Order); and
  • Upon a termination of the DIP Note or a material modification of any DIP Order without the consent of the requisite DIP Lender.

Modifications and Reservation of Rights

• Without prejudice to the Stalking Horse Bidder's rights, the Debtor may modify the Bidding Procedures in its reasonable business judgment and consistent with its fiduciary duties, in consultation with the Consultation Parties, including to extend or waive deadlines, adopt new rules, provide reasonable accommodations to a Qualified Bidder, or otherwise promote competitive bidding.
• The Debtor reserves the right to modify the Bidding Procedures in good faith, with the consent of the Stalking Horse Bidder only until the commencement of the Auction, and is authorized to make non-substantive changes without further order of the Court. In the event of any inconsistency between the Order and the Bidding Procedures, the Bidding Procedures govern.

Key Dates

• Deadline to File and Serve Sale Notice: July 9, 2026
• Deadline to Publish Sale Notice: as soon as reasonably practicable following entry of the Bidding Procedures Order
• Deadline to File and Serve Assumption Notice: July 9, 2026
• Contract Objections Deadline: 4:00 p.m. ET on the date that is 14 days after service of the Assumption Notice
• Bid Deadline: July 27, 2026
• Notice of Successful Bidder and Cancellation of Auction (if no Auction): July 28, 2026
• Auction (if Qualified Bids received): July 29, 2026, at 10:00 a.m. ET
• Deadline to File Notice of Successful Bidder and Back-Up Bidder: July 30, 2026
• Sale Objection Deadline: July 31, 2026, at 4:00 p.m. ET
• Debtor's Response to Objections: August 4, 2026, at 4:00 p.m. ET
• Sale Hearing: August 6, 2026, at 11:00 a.m. ET, before The Honorable Brendan L. Shannon
• Outside Date (Closing): August 7, 2026