SpiriTrust Lutheran - Chapter 11 APA Summary

Asset Purchase Agreement Summary

Parties Involved

• Sellers: SpiriTrust Lutheran (“SpiriTrust”); Chambersburg Housing, Inc.; Shrewsbury Housing, Inc.; and West Manheim Housing, Inc.
• Purchaser: Concordia Lutheran Ministries, or its designee, as the Successful Bidder.

Assets Being Sold

• The transaction contemplates the sale of all right, title, and interest in assets owned, licensed, or leased by the Sellers relating to the Facilities, including:
  • Real property, including Land and Improvements (buildings, structures, and facilities);
  • Personal property, including furniture, fixtures, equipment, and vehicles;
  • Consumable inventories, such as pharmacy, medical, and office supplies, linens, and foodstuffs;
  • Intangible property, including names, brands, logos, marks, goodwill, and bed rights;
  • Transferred Contracts and Permits;
  • Resident Contracts, including residency agreements, admissions agreements, and continuing care retirement community (CCRC) contracts; and
  • Rights and obligations under HUD Agreements, provided they can be assumed without material penalty.
• Excluded Assets include items listed on Schedule 1(b), charitable interests in perpetual trusts, and Non-Debtor Assets.
• Assumed Liabilities include liabilities under Transferred Contracts, HUD Agreements, and Resident Contracts required to be performed on or after the Closing Date.

Stalking Horse Bid

• The Purchase Price consists of:
  • $51 million in cash; and
  • The assumption of Assumed Liabilities.
• Capital Infusion Commitment:
  • In addition to the Purchase Price, the Purchaser has committed to infusing a minimum of $45 million into a designated fund within 10 business days of the CCRC Facilities Closing Date.
  • This capital is designated for deferred maintenance, resident entrance fee reserves, and other cash needs.

Bid Requirements

• To submit a binding bid, potential bidders were required to provide:
  • A marked copy of the Agreement;
  • A cash deposit of $2 million; and
  • Evidence of financial wherewithal satisfactory to the Sellers.
• Any credit bid submitted was required to comply with these binding bid requirements.

Bid Protections

• Break-Up Fee: 3.0% of the Cash Amount of the Purchase Price.
• Expense Reimbursement: Up to $500,000 for reasonable out-of-pocket costs.
• The Bid Protections are payable if the Agreement is terminated due to an alternative sale transaction but are not payable if the sale fails to close due to regulatory issues.

Overbid

• The Sellers were authorized to determine if any submission constituted a Qualified Overbid (a higher and better offer).
• If a Qualified Overbid was received, the Sellers were to commence an Auction.

Good Faith Deposit

• Amount: $2 million.
• Escrow Agent: Meyer, Unkovic & Scott LLP.
• The Deposit is non-refundable except in cases of Seller default or if the Court approves a sale to a different buyer.
• If the sale closes, the Deposit will be applied to the Purchase Price.

Auction Details

• The Debtors conducted an Auction on Jan. 22, 2026.
• At the conclusion of the Auction, the Debtors determined that the Purchaser submitted the highest and best bid.

Assumption and Assignment

• The Debtors are authorized to assume and assign Contracts to the Purchaser free and clear of claims and interests, other than Assumed Liabilities.
• The Purchaser will assume liabilities under Transferred Contracts, HUD Agreements, and Resident Contracts only to the extent such liabilities relate to performance required on or after the Closing Date.

Sale Free and Clear & Successor Liability

• The assets are being sold free and clear of all liens, claims, encumbrances, and interests, except for Assumed Liabilities and Permitted Exceptions.
• The Purchaser is not considered a legal successor to the Debtors and assumes no successor liability, including de facto merger or alter ego claims.

Post-Closing Arrangements

• The parties will cooperate to effectuate the transfer of assets, address accounting/tax matters, and handle certain payables.
• Management Consulting Services:
  • If requested, the Purchaser will provide management consulting services to the Sellers under a separate agreement.
  • The Purchaser also agrees to provide services reasonably necessary to support the Sellers' business operations during the Pre-Closing Period.

Key Dates

• Bid Deadline: Jan. 5, 2026, at 5:00 p.m. ET
• Auction Date: Jan. 22, 2026
• Sale Hearing: Commencing Jan. 29, 2026
• CCRC Facilities Closing Date: The later of 60 days after entry of the Sale Order or the obtaining of all Regulatory Approvals.
• HUD Facilities Closing Date: Shall not occur prior to the CCRC Facilities Closing Date.