Signal National - Chapter 11 Bidding Procedures / APA Summary

Private Sale Summary — Miami Beach Condominium

Transaction Overview

• Gross purchase price: $2.95 million, in cash with no financing contingency, for the debtors' interest in unit 2707 at 6899 Collins Ave., Miami Beach, Fla., with the figure subject to stated deductions and credits.
• No auction and no bid procedures: the debtors seek approval of a private sale under Bankruptcy Rule 6004(f)(1) to a buyer identified prepetition, on a purchase contract signed before the petition date and amended postpetition to bring the debtor in as co-seller.
• The motion is set for hearing Nov. 4, 2026, at 1:30 p.m. Central time; the proposed order has not been entered, and the relief described below is what the debtors request.
• The condominium is encumbered by a mortgage asserted by Advantage Capital Holdings LLC, or A-CAP, whose claimed balance exceeds the sale price; the debtors propose to sell free and clear under section 363(f), pay taxes, association dues, brokerage commissions and closing costs from proceeds at closing, and hold the net proceeds in escrow pending an investigation of the validity, extent and priority of A-CAP's and any other liens before any distribution to creditors.

Parties

• Sellers: Carillon 313 Trust, which bought the unit in 2022, acting through co-trustees Mark Shapiro and Michael Fuqua of Glass Ratner; and debtor 777 Partners LLC, joining as co-seller under the amendment. Shapiro is also the debtors' chief operating officer and signed the amendment both as co-trustee and as authorized signatory for 777 Partners.
• Purchaser: Columbia 6899 LLC, owned and controlled by Dennis and Carmen Perkins, who signed the original contract and assigned it to the entity.
• Broker: Douglas Elliman Florida LLC, the current listing broker and, through a second agent at the same firm, the buyer's broker.
• The debtors state the purchaser is not an insider under section 101(31) and is wholly unrelated to them, sharing no economic interest beyond this transaction; the proposed order would extend the non-insider finding to the purchaser's affiliates, partners, principals, shareholders and representatives.

How the Condominium Became Estate Property

• Debtor 600 Partners LLC created the Carillon 313 Trust on March 24, 2022, with former debtor executives Steven Pasko and Damien Alfalla as original trustees, and the trust acquired the unit on or about March 25, 2022 for the exclusive use of Alfalla and his family.
• Paragraph 4.3 of the trust agreement bars any distribution of trust assets until the trust pays its purchase note, and directs that on the Sept. 1, 2026 distribution date the property pass outright to Alfalla if he is then employed by 777 Partners or an affiliate, and to 777 Partners if he is not; Alfalla was not employed by 777 Partners on that date, so the debtors assert the condominium became 777 Partners' property on Sept. 1, 2026, and that even absent an executed distribution instrument the estate holds at minimum an equitable interest under section 541.
• Alfalla's co-trusteeship ended on his termination under section 5.1 of the trust; Shapiro and Fuqua were appointed co-trustees on March 27, 2025, and Pasko resigned by email dated May 30, 2025.

Marketing Record

• The unit was marketed by two brokers over roughly ten months without a competing offer. Pasko engaged Aaron S. Adler PA d/b/a Boca Barrister Realty on Oct. 17, 2024; that listing expired on its own terms before the petition date without a buyer, and the first broker is owed no fees or expenses. Pasko then signed an exclusive right of sale listing agreement with Douglas Elliman on or about April 30, 2025.
• The asking price fell repeatedly while listed with the first broker, from $3.999 million in October 2024 to $3.799 million in November 2024, $3.59 million in January 2025, $3.35 million on Jan. 23, 2025 and $3.15 million in March 2025; Douglas Elliman relaunched the listing on June 13, 2025 at $3.15 million.
• Douglas Elliman targeted the Carillon community itself, where most sales run to existing owners or renters, pursuing current owners seeking larger units and investors looking to reposition, and supplying comparables, floor plans and repeat showings. Its campaign also included showings to qualified buyers in both brokers' networks and to Carillon residents; multiple open houses for seasonal Miami residents after the summer plus at least ten additional showings; print advertising including Haven Magazine; public relations work that produced national coverage including a 2025 Dwell article; email blasts to more than 9,000 Douglas Elliman agents nationwide and to the Carillon community; "Just Listed" postcards and mailers to Carillon and surrounding North Beach buildings; direct outreach to investor clients and agents on the unit's perceived upside and North Beach development; paid and organic social media at launch and ongoing; meetings with nearby new-development sales centers; and property preparation at the broker's own cost, including painting, new lighting fixtures and staging furniture.
• The debtors state the purchaser is positioned to realize full value, that another buyer is unlikely to emerge at a higher or better price within a reasonable time, and that an auction would add cost and delay without commensurate incremental value given the debtors' liquidity constraints and the completed prepetition marketing.

Purchase Agreement and First Amendment

• Fuqua, as co-trustee, and the Perkins executed an "AS IS" residential contract for sale and purchase dated Sept. 13, 2025. On Oct. 1, 2026, the purchaser, the Perkins, the trust, 777 Partners and Douglas Elliman executed a first amendment under which 777 Partners agrees, subject to court approval, to convey its right, title and interest in the unit, with the trust conveying whatever interest it holds.
• The amendment adds 777 Partners as co-seller alongside the trust, with all of the seller's rights and obligations under the contract; substitutes Columbia 6899 LLC for the Perkins as buyer; and provides that the sale is free and clear of liens, claims, interests and encumbrances of any kind, other than current-year taxes and assessments, which prorate between seller and purchaser at closing off the most recent available tax information.
• All seller representations and warranties, including the paragraph 10(j) seller disclosure, are deleted in their entirety; the purchaser acquires the property "as is, where is" with no representations or warranties of any kind, relying solely on its own inspections, in light of the Chapter 11 cases and the section 363 sale.
• Standard E of the contract is deleted, including any requirement that the seller furnish lien affidavits, no-lien affidavits, or construction lien releases or waivers; in its place the sale order itself is to serve as evidence of the release of liens, with liens attaching solely to proceeds in their order of priority as determined by the court. The seller's obligations to close open or expired permits, resolve code violations or citations, and pay off tax liens before closing are likewise deleted, to be addressed, if at all, through the sale order or another court order.
• The amendment also strips the seller's confidentiality obligations, given the seller's obligation to seek court approval, and extends the contract's expiration or termination date, including any closing deadline, to Dec. 31, 2026, subject to further extension as needed to obtain the sale order and satisfy closing conditions. Florida law continues to govern, but dispute venue moves from the county where the property sits to the bankruptcy court exclusively.
• The proposed order would leave all closing conditions and termination rights in the purchase agreement in force.

Deposit and Interim Occupancy

• Deposits: the Perkins paid total prepetition deposits of $309,000, held in escrow by the title company, Kensington Vanguard National Land Services LLC.
• Rent credit: the purchaser is entitled to credit for $65,048 of rents paid prepetition under the purchase agreement.
• The contract's additional terms have the buyer leasing the unit from the seller at $14,000 per month, beginning the day after the inspection period expires and running through closing, payable monthly in advance, with all rent credited to the buyer at closing against the balance due.
• The closing-cost exhibit carries the purchaser's rent credit at $79,048, described as rent payments received from the purchasers plus $14,000 held in escrow at Union Bank, consistent with the motion's $65,048 of prepetition rents plus the escrowed $14,000.

Closing Conditions and Timing

• Closing must occur no later than 10 business days after the sale order becomes a final order, meaning the appeal or rehearing period has run without a filing or any such filing has been resolved in favor of the order.
• The sale order must be in form and substance reasonably acceptable to the purchaser, and 777 Partners must use commercially reasonable efforts to obtain approval on a timely basis.
• The contract's additional terms also make the purchase contingent on the buyers' sale of their Washington, D.C., property, which the buyers must pursue in good faith and with reasonable diligence; the amendment leaves this term in place, and the proposed order would preserve all closing conditions in the purchase agreement.
• Broker compensation under the listing agreement, as amended, is subject to court approval and payable only from sale proceeds.
• The debtors want the order effective on entry so they can close as soon as possible after the hearing and limit accruing administrative expense; the proposed order warns that any objecting party must pursue an appeal and stay before closing or risk its appeal being mooted.

Liens, Claims and Use of Proceeds

• A-CAP mortgage: Fuqua, as co-trustee, executed a mortgage, security agreement and assignment of leases and rents for A-CAP's benefit on or about May 30, 2025, purporting to encumber the unit to secure a promissory note in the stated principal amount of $4.725 million payable by 777 Partners, with recovery under the mortgage limited to $4.375 million. As of Aug. 4, 2026, A-CAP asserted unpaid principal of $4.62 million plus accrued and unpaid interest of approximately $444,423.73.
• The debtors submit that each lien satisfies at least one of the five disjunctive conditions of section 363(f), that they believe all lienholders consent because the sale is the most effective and time-sensitive route to realizing proceeds, and that liens will be adequately protected either by payment in full at closing or by attaching to net proceeds with the same validity, force, effect and priority they held beforehand, subject to the estates' claims and defenses.
• A-CAP specifically is to be adequately protected by attachment of its claims to proceeds at its pre-closing priority, with the proceeds escrowed pending a determination of validity; the title company is to pay net proceeds to the debtors after satisfying the amounts the order authorizes, and the debtors reserve all rights and will make no distribution to creditors until the lien investigation concludes.
• The proposed order disclaims any admission as to the validity of any claim or lien, any waiver of the debtors' right to dispute amount, basis or validity, and any waiver of claims or causes of action against creditors or interest holders.

Brokerage Commission and Closing Costs

• Commission: 2.5% to Douglas Elliman as listing broker and 2.5% to the purchaser's broker at the same firm, 5% in all, or $147,500 on the sale price, plus a $295 processing fee, all payable from sale proceeds.
• The debtors seek authority to pay from proceeds at closing all costs necessary to close, including real property taxes and any arrears or prorations; Carillon homeowners association dues, assessments and special assessments; and customary closing costs covering title insurance premiums, escrow and recording fees, title search and examination costs, the broker commissions and other incidental transaction expenses, together with any additional closing costs existing as of closing, since association fees and property taxes continue to accrue.
• Under the contract as originally written, the seller bears documentary stamp taxes and surtax on the deed, HOA and condominium association estoppel fees, recording and other fees needed to cure title, and a $295 processing fee to Douglas Elliman, with the buyer designating the closing agent and paying owner's and lender's title policy premiums and endorsements under the contract's Miami-Dade/Broward regional provision, under which the seller pays actual costs of a title search or continuation, a tax search and a municipal lien search.

Closing Cost Estimate (Exhibit B, as of Aug. 4, 2026)

• The exhibit shows potential net proceeds of about $2.2 million after potential payments by 777 Partners from sale proceeds of $759,810.42; its inflow column carries the $2.95 million gross price plus Carillon Miami Wellness Resort prorations of $6,727.56 and North Carillon Beach Condominium Association prorations of $191.87, and foots to about $2.96 million.
• Payments listed are master condominium dues to Cahen Law PA of $280,012.89; 2023, 2024 and 2025 taxes due to the Miami-Dade County Clerk of $183,968.51; the $147,500 real estate commission; the $79,048 rent credit to the purchaser; county taxes for Jan. 1 through Aug. 4, 2026 of $29,356.47; deed transfer taxes to the Miami-Dade County Clerk of $17,700; North Carillon Beach Condo Association dues to Siegfried Rivera of $10,775.32; August 2026 master association dues to Carillon Miami Wellness Resort of $7,724.23; miscellaneous closing expenses of $2,065; lien search and update fees to Skyline Lien Search of $965; additional HOA counsel fees to Cahen Law PA of $400; and the $295 broker processing fee.

Assumption of the Purchase Agreement

• The debtors seek authority under section 365 to assume and take assignment of the purchase agreement and, to the extent approval is needed, to have 777 Partners join as co-seller, arguing that assumption satisfies the business judgment standard: the contract has been market tested and negotiated at arm's length among the trust, the Perkins, the debtors and the purchaser, and restarting the sale and marketing process would deplete estate resources, divert management and advisors, and unwind progress toward closing.
• The proposed order would authorize 777 Partners to join and assume the agreement as co-seller of the unit and approve the agreement's terms.

Sale Free and Clear; Section 363(m) and Successor Liability

• The proposed order would authorize and direct the sale of the unit, together with all improvements and all rights, easements, interests and privileges benefiting it, free and clear of liens, encumbrances, pledges, mortgages, deeds of trust, security interests, claims, leases, charges, options, rights of first refusal, easements, servitudes, proxies, voting trusts and transfer restrictions, on the finding that one or more of sections 363(f)(1) through (5) is satisfied as to each.
• The order would bind filing officers, title companies, recorders of mortgages and deeds, registrars, administrative agencies, governmental departments, secretaries of state and other officials required to accept, file, register, record or release instruments or to report or insure title.
• Good faith: the debtors ask for full section 363(m) protection, stating the agreement and sale are the product of good-faith, arm's-length negotiation with no indication of fraud or improper insider dealing; the proposed order would find the agreement was negotiated without collusion and that no party engaged in conduct that would permit avoidance or the imposition of costs or damages under section 363(n).
• Successor liability: the purchaser and its affiliates, successors and assigns would not be successors to the debtors or their estates, would not be deemed merged, consolidated with or a continuation of the debtors, would not assume or be responsible for any debtor liability or obligation, and would bear no liability for claims or interests asserted against the debtors, their estates or any insider, except as the purchase agreement expressly provides.

Items Expressly Not Applicable

• The motion's key-terms disclosure states there is no credit bid, no sale free and clear of unexpired leases, no agreements with management, and no releases, exculpations or indemnifications, and no bid protections or overbid mechanics are provided for; furniture is excluded from the purchased property.

Case Background

• 777 Partners and 600 Partners were founded as investment companies with operating subsidiaries and investment vehicles across structured settlement portfolios, insurance and reinsurance, aviation, media and entertainment and professional sports, expanding through a network of affiliated entities, special purpose vehicles, reinsurers and portfolio companies in the United States, Canada, Europe, South America, Australia and the Caribbean, with growth dependent on continued access to private credit, asset-backed lending and insurance and reinsurance financing.
• The financing arrangements underpinning that capital structure are now the subject of extensive civil litigation, a pending SEC civil enforcement action and a related federal criminal prosecution, each arising from allegations that the founders and others caused debtor and non-debtor entities to pledge the same collateral to more than one lender, diverted loan and investor proceeds for personal benefit, and misrepresented the two companies' financial condition. The unraveling began in 2023 and led to the loss of substantially all operating sports and aviation assets and escalating litigation; the debtors have since been winding down historical operations while managing overlapping litigation exposure.
• The debtors filed Chapter 11 in the Northern District of Texas, Fort Worth Division, on Aug. 9, 2026. The U.S. Trustee appointed an official committee of unsecured creditors on Aug. 21, 2026.

Key Dates

• Original purchase agreement executed: Sept. 13, 2025
• Petition date: Aug. 9, 2026
• Trust distribution date, on which the debtors say the unit passed to 777 Partners: Sept. 1, 2026
• First amendment executed: Oct. 1, 2026
• Motion filed: Oct. 2, 2026
• Objection deadline: no more than 24 days after the motion was filed
• Hearing: Nov. 4, 2026, at 1:30 p.m. Central time
• Contract expiration, as extended: Dec. 31, 2026, subject to further extension to obtain the sale order and satisfy closing conditions
• Closing: no later than 10 business days after the sale order becomes a final order