Sale Summary

Sale of Real Property Order Summary

Parties Involved

• Seller: The Villages Health System, LLC (the Debtor)
• Buyer: As identified in the Contract
• The Debtor and the Buyer have no connection other than the Contract.
• The Court found that the Debtor and the Buyer, and their respective managers, officers, directors, members, representatives, agents, attorneys, professionals, and employees, acted in good faith and without collusion or fraud in negotiating, preparing, and executing the Contract.
• None of the parties or their respective representatives engaged in any conduct that would cause or permit the Contract to be avoided under Section 363(n) of the Bankruptcy Code.
• The Buyer is entitled to all of the protections afforded by Section 363(m) of the Bankruptcy Code.

Assets Being Sold

• The sale contemplates substantially all of the Debtor’s assets.
• Purchased Assets include all tangible and intangible assets, properties, rights, and interests used or held for use in the business.
• Excluded Assets specifically include the Debtor's avoidance actions under chapter 5 of the Bankruptcy Code.
• The purchaser will assume certain specified liabilities (Assumed Liabilities), while all other liabilities of the Debtor will be excluded (Excluded Liabilities).

Stalking Horse Bid

• The purchase price is comprised of:
  • A cash payment of $50 million;
  • An additional cash amount to cover cure costs for assumed non-affiliate contracts, subject to a $1 million cap; and
  • The assumption of Assumed Liabilities.
• The Stalking Horse Bid is automatically deemed a Qualified Bid.

Bid Protections

• Break-Up Fee: $1.5 million
• Expense Reimbursement: Up to $1.5 million
• The bid protections, totaling up to $3 million, are payable as a superpriority administrative expense claim if the Stalking Horse Agreement is terminated under certain conditions and the Debtor subsequently consummates an alternative transaction.
• All other bidders must waive any right to a breakup fee, expense reimbursement, or similar compensation.

Overbid

• Initial Overbid: Must exceed the value of the Stalking Horse Bid by $5 million, which consists of the $3 million in bid protections plus a $2 million initial topping bid.
• Minimum Overbid Increment: $2 million
• The Stalking Horse Bidder will receive a credit equal to the value of the bid protections when making any subsequent bids at an auction.

Good Faith Deposit

• Each bid must be accompanied by a good-faith deposit equal to 10% of the total purchase price. The Stalking Horse Bidder will provide a $5 million deposit.
• The deposit of a successful bidder will be applied to the purchase price at closing. If a successful bidder fails to close due to a breach, the deposit will be forfeited to the Debtor.
• Deposits from unsuccessful bidders will be returned.

Credit Bid

• Any secured creditor with a valid, undisputed, and perfected lien may credit bid its allowed secured claim pursuant to section 363(k) of the Bankruptcy Code.
• To be qualified, a credit bid must include a cash component sufficient to satisfy the Stalking Horse Bidder's bid protections and any liens senior to those of the credit-bidding party.

Bid Requirements

• To be deemed a Qualified Bid, a bid must, among other requirements:
  • Be accompanied by an executed asset purchase agreement, blacklined against the Stalking Horse APA, and provide evidence of the bidder's financial capacity to close the transaction.
  • Contain no financing, due diligence, or other contingencies.
  • Fully disclose the identity of the bidder and all participating entities.
  • Remain irrevocable until two business days after the closing of a sale transaction.
  • Waive any claims for a breakup fee, expense reimbursement, or substantial contribution claim.

Approval and Authorization

• The form and substance of the Contract and Addendum with the Buyer, and the transaction contemplated thereby, are approved in all respects.
• The Debtor and the Buyer are authorized to consummate the Contract and enter into any further amendment or modification to the Contract that is not adverse to parties in interest, without the need of further notice and hearing or Court order.
• The execution, delivery, and performance of the Contract by the Debtor is ratified and authorized in all respects.

Sale Free and Clear

• Subject to the terms and conditions of the Contract, the Debtor is authorized to sell, transfer, assign, and deliver the Real Property to the Buyer free and clear of any and all claims (including "claims" as defined in Section 101(5) of the Bankruptcy Code), mortgages, pledges, liens, security interests, interests, charges, encumbrances, setoffs, recoupments, cure claims, liabilities, debts, indebtedness, costs, damages, judgments, or obligations of any character whatsoever and whenever arising (collectively, the "Encumbrances"), subject to:
  • The payment by the Buyer of the Purchase Price and other amounts described in the Contract; and
  • The performance of other obligations of the Buyer required by the Contract.
• The sale satisfies one or more of the requirements of Section 363(f) of the Bankruptcy Code.
• The transfer will be a legal, valid, and effective transfer that vests the Buyer with all right, title, and interest of the Debtor in and to the Real Property, free and clear of all Encumbrances.
• All Encumbrances shall attach to the sale proceeds with the same rank and priority as such Encumbrances had in the Real Property on the date of Closing.
• Any party in interest that did not file and serve a written objection to the Motion or the sale shall be conclusively deemed to have waived any such objection and to have released all Encumbrances in or on or with respect to the Real Property.

Release and Recording of Encumbrances

• If any person or entity that has filed financing statements or other documents evidencing Encumbrances delivers to the Debtor at or prior to Closing termination statements, instruments of satisfaction, or releases of Encumbrances in proper form for filing, the Debtor or the Buyer is authorized and directed to execute and file such statements, instruments, releases, and other documents on behalf of the person or entity.
• The Buyer is authorized to file, register, or otherwise record a certified copy of the Order with any appropriate governmental unit (as defined in 11 U.S.C. § 101(27)), which shall constitute conclusive evidence of the release of all Encumbrances in or on the Real Property.
• After Closing, the Order shall be construed and constitute a full and complete general assignment, conveyance, and transfer of the Real Property, and a bill of sale transferring good and marketable title to the Buyer free and clear of all Encumbrances.
• Each federal, state, and local governmental agency or department is directed to accept any and all documents and instruments necessary and appropriate to consummate the transactions contemplated by the Contract.

Successor Liability

• With the sole exception of any obligations of the Buyer under the Contract or the Order, the Buyer does not and shall not be deemed to assume, agree to perform, or pay any Encumbrances, liabilities, claims, debts, or obligations of the Debtor or its estate.

Post-Closing Arrangements

• The Debtor is authorized to execute and deliver all documents (both before and after the date of closing under the Contract) and to take all appropriate actions necessary to evidence and consummate the Closing.
• The 14-day stays set forth in Rules 6004(h) and 6006(d) of the Federal Rules of Bankruptcy Procedure are waived for good cause shown, and the Order shall be immediately enforceable.
• The terms and provisions of the Order shall be binding upon the Debtor and its estate, creditors and equity holders of the Debtor, the Buyer, and all other parties in interest, and their respective heirs, successors, and assigns.
• To the extent of any inconsistency between the provisions of the Order and the terms of the Contract or the Motion, the provisions of the Order shall control.
• The Bankruptcy Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of the Order.

Key Dates

• Sale Hearing: May 27, 2026, at 10:00 a.m.
• Sale Order Entered: May 28, 2026