Simply Interior Homes - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Parties Involved

• Sellers: The Debtors, comprising Simply Interior Homes, LLC; Simply Interior Homes AcquisitionCo, LLC; SIH Beckham Buyer, LLC; SIH-HSD Holdings, LLC; SIH-BB Holdings, LLC; SIH-DMD Holdings, LLC; and SIH-SR Holdings, LLC.
• The Debtors are authorized, but not required, to designate a Stalking Horse Bidder in accordance with the Stalking Horse Designation Procedures.
• Sales agent / investment banker: Rock Creek Advisors, LLC (James Gansman, Brian Ayers, and Timothy Peach).
• Counsel for the Debtors: Goodwin Procter LLP and Potter Anderson & Corroon LLP.

Assets Being Sold

• The Debtors intend to sell all, substantially all, or a portion of their assets (the "Assets"). The ability to undertake and consummate a sale is subject to competitive bidding and Court approval.
• In addition to any Stalking Horse Bid, the Debtors will consider bids for the Assets from other parties. The Bidding Procedures are designed to maximize the value of the proceeds of the sale of all, substantially all, or a portion of the Assets.

Due Diligence

• To participate as a "Prospective Bidder," a party must deliver to the Debtors: (a) documentation identifying the Prospective Bidder, its principals, and the representatives authorized to act on its behalf; (b) an executed confidentiality agreement in form and substance satisfactory to the Debtors; (c) a statement and factual support demonstrating, in the Debtors' and their advisors' sole judgment, a bona fide interest in purchasing some or all of the Assets; and (d) preliminary proof of its financial capacity to close (which may include current unaudited or verified financial statements or verified financial commitments), the adequacy of which the Debtors and their advisors will determine in their sole judgment.
• Upon execution of a valid confidentiality agreement, and subject to the limitations and guidelines in the Bidding Procedures, the Debtors may grant a Prospective Bidder that they identify as reasonably likely to become a Qualified Bidder access to information to conduct due diligence regarding the potential acquisition of some or all of the Assets.
• If a Prospective Bidder is (or is affiliated with) a competitor of the Debtors, the Debtors may determine, in consultation with the Consultation Parties, not to disclose any trade secrets or proprietary information unless the executed confidentiality agreement is satisfactory to the Debtors and contains provisions sufficient to ensure such information will not be used for an improper purpose or to gain an unfair competitive advantage.
• If the Debtors determine, after consulting with the Consultation Parties, that a Prospective Bidder is unlikely to qualify, or fails to qualify, as a Qualified Bidder, such bidder shall have no further right to access due diligence or other non-public information and must return or destroy any non-public information in accordance with its confidentiality agreement.
• The Debtors will use reasonable efforts to accommodate all reasonable requests for additional information and due diligence access, with all such requests directed to Rock Creek Advisors, LLC.

Stalking Horse Agreement

• The Stalking Horse Designation Procedures are approved, and the Debtors are authorized to seek approval of a Stalking Horse Agreement with a Stalking Horse Bidder and to provide Bid Protections in accordance with those procedures.
• Subject to the Bidding Procedures Order, in consultation with the Consultation Parties and with the express consent of the DIP Lenders, the Debtors may designate a Stalking Horse Bidder that submits a Qualified Bid acceptable to the Debtors and enter into a Stalking Horse Agreement, subject to higher or otherwise better offers at the Auction, no later than July 1, 2026, at 4:00 p.m. (prevailing Eastern Time).
  • This deadline may be extended by the Debtors after consultation with the Consultation Parties; provided that any extension of more than seven days is subject to the express consent of the DIP Lenders and the rights of the Creditors' Committee.
• Without the need for any further action, any Stalking Horse Bidder is a Prospective Bidder and a Qualified Bidder.

Credit Bid

• Subject in all respects to the Bankruptcy Code, other applicable law, and the satisfaction in cash or assumption of claims secured by senior liens (if any), the DIP Lenders and Prepetition Lenders may, at the direction or with the consent of the DIP Lenders and Prepetition Lenders, respectively, credit bid all or any portion of the DIP Obligations, Prepetition Secured Obligations, and Adequate Protection Claims pursuant to section 363(k) of the Bankruptcy Code. Any such credit bid shall be deemed a Qualified Bid, and the DIP Lenders and Prepetition Lenders shall each be a Qualified Bidder in connection with such Credit Bid, without the need to provide any Deposit.
• Any credit bids of Roll-Up Loans or Prepetition Secured Obligations made prior to the expiration of the Challenge Period shall be subject to Challenge as set forth in the DIP Order. In the event of a successful Challenge, the portion of any Credit Bid subject to such successful Challenge shall, if the bid including such Credit Bid is determined to be the Successful Bid, be paid in cash.
• If the amount, validity, perfection, enforceability, priority, or extent of any liens or claims of the Prepetition Lenders or DIP Lenders is subject to a Challenge (or a pending motion seeking standing to file one), the DIP Lenders and Prepetition Lenders, as applicable, (i) shall not be obligated to close until such Challenge is resolved in its entirety to their satisfaction, and (ii) may, with the consent of the Debtors, modify the terms of the bid prior to the Sale Hearing, including the structure or amount of the credit bid.
• Nothing in the Bidding Procedures Order authorizes the Debtors to propose or award any Bid Protections related to a credit bid.
• Nothing in the Bidding Procedures Order shall prejudice the rights of ITS Logistics LLC, all of whose rights are expressly reserved, including, without limitation, to submit a Credit Bid.

Bid Protections

• The Debtors, in consultation with the Consultation Parties, may seek approval of one or more Bid Protections, including break-up fees and/or reimbursement of documented, actual, and necessary expenses incurred by any Stalking Horse Bidder.
• Absent further order of the Court, any Stalking Horse Agreement shall limit the proposed Bid Protections, if any, to a "break-up fee" of up to an aggregate of three percent (3%) of the total cash consideration offered in any Stalking Horse Bid; provided that no Bid Protections in any amount are being approved at this stage, and any such approval is subject to further order of the Court.
• To the extent the Debtors, with the consent of the Consultation Parties, determine to offer Bid Protections, they shall disclose them in the Stalking Horse Bidder Notice to be filed on or before July 1, 2026, which, if filed, shall include a copy of the Stalking Horse Agreement, a Bid Protections Declaration, and a proposed form of Bid Protections Order.
  • The Stalking Horse Bidder Notice and Bid Protections Declaration shall set forth the reasons the Debtors believe the Bid Protections satisfy the requirements of section 503(b) of the Bankruptcy Code. Nothing in the Order shifts the Debtors' burden of proof that the Bid Protections are actually necessary to preserve the value of the estates under section 503(b).
  • Any Bid Protections Objection shall be filed no later than July 8, 2026, at 4:00 p.m. (Eastern Time). If a timely objection is filed, the Debtors will schedule a hearing, to be held on or before July 16, 2026, subject to the Court's availability; absent any timely objection, the Court may enter the Bid Protections Order without further hearing.
• Other than any Bid Protections approved by the Court in connection with a Stalking Horse Bid, no bidder or other party shall be entitled to any termination or "break-up" fee, expense reimbursement, or other bidding protection in connection with the submission of a bid or participation in the Auction or Sale Process.

Bid Deadline

• Any Prospective Bidder that intends to participate in the Auction must submit a Qualified Bid (including any Credit Bid) in writing to Rock Creek and the Bid Notice Parties on or before July 27, 2026, at 4:00 p.m. (prevailing Eastern Time) (the "Bid Deadline").
• The Debtors shall promptly provide a copy of each bid to each of the Consultation Parties, in no event later than twenty-four hours after receipt of the applicable bid.

Bid Requirements

• To qualify as a "Qualified Bid," a bid must be in writing and, among other requirements:
  • Fully disclose the legal identity of each person or entity bidding for, sponsoring, financing, or participating in the bid, and any past or present connections or agreements with the Debtors, any Stalking Horse Bidder, any other known Prospective or Qualified Bidder, the Prepetition Secured Parties, the DIP Secured Parties, or any officer or director of the foregoing.
  • Identify the Assets to be purchased, including any Contracts proposed to be assumed and assigned, and the liabilities, if any, to be assumed (including any debt).
  • Confirm that the bid is based on an all-cash offer or, if it includes non-cash consideration, include an analysis or description of the value of such components, with supporting documentation.
  • Constitute an irrevocable offer in the form of a Proposed Asset Purchase Agreement that is duly authorized and executed; based on, and marked against, the Form APA provided by the Debtors (or the Stalking Horse Agreement, if designated); specify the proposed purchase price in U.S. dollars; and identify any Contracts to be assumed and assigned.
  • Include evidence of the Prospective Bidder's financial capability and wherewithal to consummate the transaction, as determined by the Debtors in their sole discretion.
  • Include a written acknowledgement that the Assets will be conveyed "as is, where is, with all faults," with limited representations and warranties and no indemnification or guarantees by the Debtors, and that the bidder relied solely upon its own independent review and investigation.
  • Include evidence of authorization and approval from the bidder's board of directors (or comparable governing body) or, if the bidder is an entity formed for the proposed transaction, written evidence acceptable to the Debtors of authorization and approval by its equity holder(s).
  • Include Adequate Assurance Information evidencing the bidder's (or any relevant assignee's) ability to comply with section 365 of the Bankruptcy Code, in a form permitting immediate dissemination to Contract Counterparties.
  • State that the bidder agrees to serve as a Backup Bidder if its bid is selected as the next highest or next best bid after the Successful Bid; represent that the bid is a binding, good-faith, bona fide, and irrevocable offer not conditioned on further due diligence; contain no financing contingencies of any kind; for any bidder other than the Stalking Horse Bidder, acknowledge that it is not entitled to any bidding protection or payment; and include a covenant to comply with the Bidding Procedures and Bidding Procedures Order.
• A Qualified Bidder shall not, without the consent of the Debtors, modify, amend, or withdraw its Qualified Bid except to increase the purchase price or otherwise improve its terms, as determined by the Debtors in their reasonable business judgment.

Good Faith Deposit

• Each Qualified Bid must be accompanied by a Good Faith Deposit, in the form of cash, equal to ten percent (10%) of the proposed purchase price for the Assets.
• Good Faith Deposits shall be deposited no later than July 28, 2026, at 3:00 p.m. (prevailing Eastern Time) with an Escrow Agent selected by the Debtors and held in escrow until 10 business days after the conclusion of the Auction, except for the deposits of any Successful Bidder or Backup Bidder.
• To the extent a bid's purchase price is increased, the required Good Faith Deposit shall automatically increase to equal 10% of the increased purchase price, with the corresponding amount deposited into escrow within one business day.
• Within five business days after the Debtors determine which bidders qualify as Qualified Bidders, the Escrow Agent shall return the Good Faith Deposit to each Prospective Bidder that did not qualify. With the exception of the Successful Bidder's and Backup Bidder's deposits, the Escrow Agent shall return each Qualified Bidder's deposit within 10 business days after the conclusion of the Auction.
• A Qualified Bidder's Good Faith Deposit shall be forfeited if it attempts to withdraw its Qualified Bid while that bid remains binding and irrevocable. At closing, the Successful Bidder shall be entitled to a credit against the purchase price in the amount of its Good Faith Deposit.

Overbid

• Minimum Bid: If a Stalking Horse Bidder has been designated, each bid that is not a Stalking Horse Bid must have a value to the Debtors, as determined by the Debtors in consultation with the Consultation Parties, greater than or equal to the sum of the value offered under the Stalking Horse Agreement, plus (a) the amount of the Bid Protections and (b) $250,000 (the "Minimum Bid Amount").
  • If a Stalking Horse Bidder is not designated, the Debtors, in consultation with the Consultation Parties, may set a minimum bid requirement as the Minimum Bid Amount, and will file a notice identifying it no later than July 20, 2026, at 5:00 p.m.
• Minimum Overbid: Bidding shall commence at the Baseline Bid, and the first overbid at the Auction shall be in an amount not less than the Baseline Bid plus $500,000 (the "Minimum Overbid"). During the Auction, the Debtors may, in their reasonable discretion and in consultation with the Consultation Parties, announce increases or reductions to Minimum Overbids at any time.

Auction Details

• If the Debtors receive more than one Qualified Bid for the Assets, they shall conduct an Auction. If any Stalking Horse Bid is the only Qualified Bid received, the Debtors will not conduct an Auction and will seek approval of such Stalking Horse Bid at the Sale Hearing.
• The Auction, if required, will be conducted on July 30, 2026, at 10:00 a.m. (prevailing Eastern Time), either at the offices of Goodwin Procter LLP, The New York Times Building, 620 8th Avenue, New York, NY 10018, or virtually, or at such other date, time, or location as designated by the Debtors after consulting with the Consultation Parties. If held, the proceedings shall be transcribed or video recorded.
• Only a Qualified Bidder that has submitted a Qualified Bid shall be eligible to participate, and must attend personally or through a duly authorized representative. The Debtors may establish a reasonable limit on the number of representatives or advisors that may appear on behalf of a Qualified Bidder. Each participating Qualified Bidder must confirm on the record that it has not engaged in collusion and that its bids are binding, good-faith, and bona fide offers.
• Prior to the Auction, the Debtors will determine, in their reasonable business judgment and in consultation with the Consultation Parties, the highest and/or best Qualified Bid (the "Baseline Bid"), at which bidding will commence. No later than July 29, 2026, at 5:00 p.m. (prevailing Eastern Time), the Debtors will provide all Qualified Bidders with a notice identifying all Qualified Bidders and the Baseline Bid, together with a copy of the Baseline Bid.
• The Auction will include open bidding in the presence of all other Qualified Bidders. After the first round and between subsequent rounds, the Debtors will announce the bid they believe to be the highest or otherwise best offer (the "Leading Bid").
• Immediately prior to the conclusion of the Auction, the Debtors will determine, in consultation with the Consultation Parties, the Successful Bid and the Successful Bidder, as well as the Backup Bid (other than any Credit Bid) and the Backup Bidder, and will notify all Qualified Bidders accordingly.
  • Except as otherwise provided in any Stalking Horse Agreement, a Backup Bid will remain binding until the earlier of (a) the first business day after the closing of the sale transaction with the Successful Bidder and (b) 30 days after the Sale Hearing (the "Backup Bid Expiration Date").
• Within one calendar day after the conclusion of the Auction, the Debtors shall file, serve on parties in interest, and publish on the Epiq Website a Notice of Auction Results identifying each Successful Bidder and Backup Bidder, including or summarizing the material terms of each bid, and setting forth the date, time, and location of the Sale Hearing.
• If the Debtors determine not to hold an Auction, they shall file, serve, and publish on the Epiq Website a notice stating that the Auction has been canceled, identifying the Successful Bidder, and providing the Successful Bid (or a summary thereof) and the details of the Sale Hearing.

Sale Objection Procedures

• All Sale Objections, including any objection to the sale of the Assets free and clear of liens, claims, interests, and encumbrances under section 363(f) of the Bankruptcy Code or to entry of any Sale Order, must be in writing, state the legal and factual bases with specificity, be filed no later than July 20, 2026, at 4:00 p.m. (prevailing Eastern Time) (the "Sale Objection Deadline"), and be served on the Objection Notice Parties.
• Following service of the Notice of Auction Results, parties may file a Supplemental Sale Objection, solely with respect to the conduct of the Auction, the Successful Bidder, the Backup Bidder, or the sale to either, no later than August 4, 2026, at 4:00 p.m. (prevailing Eastern Time) (the "Supplemental Sale Objection Deadline").
• The Debtors shall file any reply to any Sale Objection or Supplemental Sale Objection no later than August 5, 2026, at 4:00 p.m. (prevailing Eastern Time).
• Any party that fails to file and serve a timely Sale Objection or Supplemental Sale Objection shall be forever barred from asserting such objection and shall be deemed to consent to the sale for purposes of section 363(f) of the Bankruptcy Code.
• The Debtors shall file, serve, and publish the Sale Notice on the Epiq Website by no later than two business days after entry of the Order, and shall cause the Sale Notice information to be published once in the national edition of USA Today or the New York Times (or a similar publication of national circulation) no later than five business days after entry of the Order (the "Publication Notice").

Assumption and Assignment

• The Assumption and Assignment Procedures are approved as fair, reasonable, and appropriate and compliant with section 365 of the Bankruptcy Code and Bankruptcy Rule 6006. By no later than two business days after entry of the Order, the Debtors shall file, serve on applicable Counterparties, and publish on the Epiq Website the Assumption and Assignment Notice setting forth the Debtors' proposed Cure Costs.
• Any Cure Objection must be in writing, state the legal and factual bases with specificity, be filed no later than July 15, 2026, at 4:00 p.m. (prevailing Eastern Time), and be served on the Objection Notice Parties.
  • The Debtors, any Stalking Horse Bidder or Successful Bidder, and the objecting Counterparty shall first confer in good faith to resolve the Cure Objection without Court intervention. If a Cure Objection cannot be resolved, it may be heard at the Sale Hearing or, at the option of the Debtors and the Successful Bidder, adjourned to a subsequent hearing (an "Adjourned Cure Objection"), which may be resolved after the closing date.
  • If a Counterparty fails to file a timely Cure Objection, it shall be forever barred from asserting any objection regarding cure costs, and the Cure Costs in the Assumption and Assignment Notice shall be controlling and the only amount necessary to cure outstanding defaults under section 365(b) of the Bankruptcy Code.
• Qualified Bids shall be accompanied by Adequate Assurance Information, which the Debtors shall promptly provide upon a Counterparty's request. Any Adequate Assurance Objection must be in writing, state the legal and factual bases with specificity, be filed no later than August 4, 2026, at 4:00 p.m. (prevailing Eastern Time), and be served on the Objection Notice Parties.
  • The Debtors, the Successful Bidder, and the objecting Counterparty shall first confer in good faith to resolve the objection. A Counterparty that fails to file a timely Adequate Assurance Objection shall be forever barred from asserting any such objection, and the Successful Bidder shall be deemed to have provided adequate assurance of future performance under sections 365(b)(1)(C), 365(f)(2)(B), and, if applicable, 365(b)(3) of the Bankruptcy Code.
• The inclusion of a Contract or Cure Cost on any Assumption and Assignment Notice does not constitute an admission that such Contract is executory or unexpired, nor a guarantee that it ultimately will be assumed or assigned. The Debtors reserve all rights, claims, and causes of action with respect to each listed Contract.

Sale Free and Clear

• At the Sale Hearing, the Debtors will seek entry of a Sale Order authorizing the sale of the Assets free and clear of all liens, claims, interests, and encumbrances, except certain permitted encumbrances as determined by the Debtors and any Successful Bidder, with the DIP Liens, Adequate Protection Liens, Prepetition Liens, and Permitted Prior Liens (if any) to attach to the proceeds of the sale, subject to the challenge period of the DIP Order; authorizing the assumption and assignment of certain Contracts; and granting related relief.

Sale Hearing

• Consummation of the sale pursuant to a Successful Bid is subject to Court approval. The Sale Hearing will be held on August 6, 2026 (prevailing Eastern Time) before The Honorable Craig T. Goldblatt, United States Bankruptcy Judge, in the United States Bankruptcy Court for the District of Delaware, located at 824 N. Market Street, Wilmington, Delaware 19801. The Debtors may seek an adjournment or rescheduling consistent with the Bidding Procedures and the Order.
• Unless the Court orders otherwise, the Sale Hearing shall be an evidentiary hearing, with no further bidding. The Debtors' presentation of a selected Qualified Bid does not constitute acceptance; the Debtors will have accepted a Successful Bid only upon Court approval at the Sale Hearing.
• If the Successful Bidder cannot or refuses to consummate the sale due to a breach or failure on its part, the Debtors may designate the Backup Bid as the new Successful Bid and the Backup Bidder as the new Successful Bidder, and are authorized, but not required, to consummate the transaction with the Backup Bidder without further order of the Court.

Consultation Parties

• Throughout the Sale Process, the Debtors and their advisors will consult with the Consultation Parties: (i) the DIP Lenders and (ii) the Creditors' Committee. The Debtors will provide the Consultation Parties with reports on the sale process, including parties contacted, buyer feedback, copies of all letters of intent, drafts of definitive agreements, and updates on proposals, and will consult on the selection of the Baseline Bid, the conduct of the Auction, any additional Auction procedures, adjourning the Auction, and selecting the Successful Bidder and Backup Bidder.
• The Debtors will not consult with or provide bids or other confidential information to any Consultation Party or any insider or affiliate of the Debtors that is an active bidder or Prospective Bidder at the applicable time. If a committee member submits a Qualified Bid, the applicable committee will maintain its consultation rights but must exclude the bidding member from related discussions and deliberations.
• The consultation rights do not limit the Debtors' discretion and do not include the right to veto any decision made in the Debtors' reasonable business judgment; provided that the Debtors may not modify any terms requiring the express consent of the DIP Lenders without their prior written consent. The Debtors may not modify the Consultation Parties' consultation rights absent further order of the Court or the consent of any affected Consultation Party.

Other Relief

• Nothing in the Order prevents the Debtors, in the exercise of their fiduciary duties, from pursuing or consummating an alternative transaction, nor obligates the Debtors to pursue or consummate any transaction with any Qualified Bidder.
• The Debtors, in consultation with the Consultation Parties, may modify the Bidding Procedures, including to extend or waive deadlines, adopt new rules disclosed to all Prospective and Qualified Bidders, or otherwise further promote competitive bidding and maximize the value of the Assets.
• All persons and entities that participate in the Auction or bid for the Assets are deemed to have consented to the core jurisdiction of the Court, waived any right to a jury trial, and consented to the entry of a final order or judgment in connection with any disputes relating to the Bidding Procedures, the Auction, or the relief granted in the Order.
• The Order is binding on and inures to the benefit of the Debtors, including any Chapter 7 or Chapter 11 trustee or other fiduciary appointed for the estates, and the Court shall retain jurisdiction over all matters arising from or related to its implementation or interpretation.

Key Dates

• Deadline to file and serve Sale Notice and Assumption and Assignment Notice: Two business days after entry of the Bidding Procedures Order
• Deadline to designate a Stalking Horse Bidder, enter into a Stalking Horse Agreement, and file and serve a Stalking Horse Bidder Notice, Bid Protections Declaration, and proposed form of Bid Protections Order: July 1, 2026, at 4:00 p.m. ET
• Bid Protections Objection Deadline: July 8, 2026, at 4:00 p.m. ET
• Deadline to file proposed form of Sale Order: July 13, 2026
• Cure Objection Deadline: July 15, 2026, at 4:00 p.m. ET
• Sale Objection Deadline: July 20, 2026, at 4:00 p.m. ET
• Minimum Bid Amount Notice (if no Stalking Horse Bidder designated): July 20, 2026, at 5:00 p.m.
• Bid Deadline: July 27, 2026, at 4:00 p.m. ET
• Good Faith Deposit Deadline: July 28, 2026, at 3:00 p.m. ET
• Baseline Bid Notice Deadline: July 29, 2026, at 5:00 p.m. ET
• Auction (if required): July 30, 2026, at 10:00 a.m. ET
• Notice of Auction Results: One calendar day after the conclusion of the Auction
• Supplemental Sale Objection Deadline and Adequate Assurance Objection Deadline: August 4, 2026, at 4:00 p.m. ET
• Debtors' Deadline to Reply to Sale Objections and Supplemental Sale Objections: August 5, 2026, at 4:00 p.m. ET
• Sale Hearing: August 6, 2026
• Deadline to consummate approved Sale: August 21, 2026