Trajector Holdings - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Sale Process Overview

• Stalking horse bid: None. The ultimate purchaser is unknown, and the debtors have not signed a stalking horse agreement. The proposed procedures would let them designate one before or at the auction, though bid protections may be granted only before the auction begins.
• Under the proposed procedures, the debtors will seek the highest or otherwise best bid for all or substantially all of their assets. A deal can be done through one or more section 363 sales under an asset purchase agreement, or through a restructuring transaction carried out under a Chapter 11 plan. Bids may target the medical business (Trajector Medical), the disability business (Trajector Disability) or both.
• The debtors filed the motion on Oct. 20, 2026, and ask for a hearing on or before Nov. 5, 2026. The milestones to be built into the agreed final cash collateral order require a bidding procedures order to be entered by Nov. 6, 2026. The debtors may extend process dates in consultation with the consultation parties, but no change may alter those milestones.
• The procedures were developed with input from the lenders under the debtors' prepetition secured credit facility, their administrative agent, Deutsche Bank AG New York Branch, and the committee. Not all issues were resolved before filing. The debtors expect the open points to be settled before the hearing and say those parties otherwise generally support the relief.

Background and Marketing Process

• Trajector Holdings, LLC and its affiliated debtors filed Chapter 11 on July 23, 2026, in the Middle District of Florida. The U.S. Trustee appointed an official committee of unsecured creditors on Aug. 17, 2026, and reconstituted it on Sept. 14, 2026.
• Marketing was already well underway when the motion was filed. The debtors solicited proposals from financial and strategic investors and acquirers for a sale, financing or other transaction. At the direction of the chief restructuring officer, investment banker SC&H Group contacted nearly 183 potential counterparties, and roughly 58 of them signed nondisclosure agreements to get data room access. Since then, SC&H, the CRO and the debtors' other advisors have held regular discussions with every interested party, answered diligence requests and run multiple live and recorded diligence sessions.

Parties Involved

• Sellers: Trajector Holdings, LLC and its affiliated debtors, with chief restructuring officer Mark Healy, investment banker SC&H Group and counsel Berger Singerman LLP
• Purchaser: None designated
• Agent: Deutsche Bank AG New York Branch, administrative agent under the prepetition secured credit facility and listed as the potential lienholder in the motion's sale summary, represented by White & Case LLP and Smith Hulsey & Busey
• Committee: the official committee of unsecured creditors, represented by Foley & Lardner LLP
• Consultation parties: the agent and the committee, each with its counsel and financial advisor. A party loses consultation status while it is a bidder. If a committee member bids, the committee keeps its consultation rights but must exclude that member from sale deliberations and information.

Assets Being Sold

• All or substantially all of the debtors' assets, including rights under leases and other contracts, certain causes of action, intellectual property and other intangible assets.
• Bids may cover individual assets or groups of assets, and the debtors will evaluate them alone and in combination. The form APA may not restrict bidding on any asset or group of assets, and the debtors may run more than one auction for non-overlapping material portions of the assets.
• Any bid that buys, or agrees to sell, release or waive, avoidance actions, claims against insiders or claims against current or former directors or officers must allocate consideration among those assets.
• Bids may include assets of non-debtor affiliates, and a bid may contemplate or require buying them. Each non-debtor affiliate that sells must sign a joinder that binds it to the procedures and consents to the bankruptcy court's jurisdiction. The bid must identify those assets and the process and timeline for acquiring them.
• A bid that includes non-debtor assets must:
  • propose an allocation between debtor and non-debtor assets and among the debtors, and explain its basis;
  • disclose all consideration payable directly or indirectly to any non-debtor or insider, including employment, consulting, rollover and release terms.
• The allocation is used only to evaluate bids and binds neither the estates, the committee, the agent nor the court. Any dispute will be resolved at the sale hearing. Under the proposed order, the committee and the agent reserve their rights to contest how proceeds are allocated from non-debtor assets that are not encumbered by the agent's liens.
• Each bidder identifies the liabilities it will assume. Bids must also cover cure costs and postpetition amounts that accrue under assumed contracts and leases before closing, including amounts accrued but not yet due.
• The assets transfer as is, with all faults, except as provided in the successful bidder's purchase agreement. They are sold free and clear of liens, claims and interests under section 363(f), with those interests attaching to the net proceeds.

Stalking Horse Designation and Bid Protections

• Breakup fee: up to 2% of the total cash value of the stalking horse bid
• Expense reimbursement: reasonable, documented out-of-pocket fees and expenses of up to $250,000
• The debtors are not seeking authority for protections above those caps. Protections are payable from the proceeds of an alternative transaction. The debtors ask that any order approving them treat the payments as actual and necessary administrative expenses under sections 503(b) and 507.
• Restrictions on eligibility:
  • neither an insider nor a secured creditor whose credit bid is selected as stalking horse may receive bid protections;
  • an insider may be named stalking horse only after the CRO, in consultation with the consultation parties, determines that its bid is a qualified bid;
  • no protections may be granted at or after the start of the auction.
• Any stalking horse agreement must be binding, non-contingent and backed by a good faith deposit. If the debtors select a stalking horse before the auction, they must file notice of the designation with a copy of the bid, disclosing every agreement and understanding between the stalking horse and any debtor or any of its officers, directors, equity holders or key employees. All other bidders bear their own costs and waive any fee or expense claim, including under section 503(b).
• After a stalking horse is designated, the debtors may move up the bid deadline, auction, sale hearing and related objection deadlines only with the written consent of the committee and the agent. That consent may not be unreasonably withheld and must be given or refused within two business days. Acceleration is subject to three conditions:
  • acceptable bidders must still have at least 14 days after notice to submit bids;
  • notice of the sale hearing must comply with Bankruptcy Rule 2002(a)(2) unless the court shortens it;
  • no objection deadline may fall before the stalking horse agreement is filed.
• Before asking for consent, the debtors must give the consultation parties a marketing report and a proposed wind-down budget based on the stalking horse deal. The report must cover the parties contacted, confidentiality agreements signed, indications of interest and diligence status.

Credit Bid

• Any secured creditor with a valid, perfected lien, including the prepetition lenders and the agent, may credit bid all or part of its allowed claims under section 363(k), before or during the auction, without posting a deposit. A credit bid is deemed a qualified bid, and a prepetition lender that submits one is deemed a qualified bidder. Because the lenders' claims are secured by substantially all of the assets, the debtors say the lenders should be able to credit bid up to the full face amount of their secured claims.
• Any credit bid must provide for cash payment of:
  • the fees and expenses owed to the debtors' investment banker;
  • the carve-out under paragraph 6 of the second interim cash collateral order (Doc. No. 158);
  • cure costs on all contracts and leases the credit bid assumes;
  • wind-down costs of the businesses and assets the credit bid does not acquire, as set out in the applicable scenario of the debtors' wind-down budget, which may be adjusted at the auction to reflect an updated budget;
  • any senior liens on the purchased assets, including the carve-out under the final cash collateral order, unless the bid assumes those obligations.
• A credit bid must also address payment of administrative claims and funding of the wind-down. It remains subject to the challenge rights of the committee and any other party with standing under the final cash collateral order, and it is excluded when sizing the successful bidder's 5% deposit.

Minimum Bid and Overbid

• Minimum overbid: if a stalking horse is designated, each bid must exceed the stalking horse bid plus the bid protections plus $250,000
• Minimum bid increment: $250,000, applied both to the minimum overbid and at the auction; the debtors may raise or lower it in consultation with the consultation parties

Good Faith Deposit

• Deposit: $500,000 in cash for every bid except a credit bid. It is held in a segregated account and does not become estate property without a court order unless it is forfeited.
• Top-up: within five days after the auction (or after a sole qualified bidder is deemed successful), the successful bidder must raise its deposit to 5% of its purchase price, or of total cash and non-cash consideration for a plan deal. Any credit bid component is excluded, and the initial deposit is credited dollar for dollar.
  • Failing to fund the top-up counts as a failure to close, which lets the debtors keep the deposit and elevate the back-up bid.
  • The debtors may also require the successful or back-up bidder to increase its deposit further.
• Forfeiture: a successful or back-up bidder that fails to close forfeits its entire deposit, including any top-up. The debtors may keep it as damages, in addition to their other rights and remedies, subject to the governing purchase agreement or plan term sheet.
• Return:
  • unsuccessful bidders' deposits are returned by the earlier of five business days after the auction or the debtors' permanent withdrawal of the transaction;
  • the back-up bidder's deposit is returned within five business days after the closing with the successful bidder;
  • the successful bidder's deposit is credited against the cash consideration at closing.

Key Dates

• Requested hearing on the bidding procedures motion: on or before Nov. 5, 2026
• Cash collateral milestone for entry of the bidding procedures order: Nov. 6, 2026
• Service of the bidding procedures order and sale notice: within three business days after entry of the order
• Initial assumption notice and proposed sale order: Nov. 12, 2026
• Sale objection and contract objection deadline (other than auction-related and adequate assurance objections): Dec. 11, 2026, at 4 p.m. ET
• Bid deadline: Dec. 30, 2026, at 12 p.m. ET under the motion, bidding procedures and proposed order; the form sale notice states 4 p.m. ET on the same date
• Qualified bid designation, starting bid identification and notice if there will be no auction: Jan. 4, 2027, at 4 p.m. ET
• Auction (if necessary): Jan. 7, 2027, at 10 a.m. ET, at Berger Singerman's Miami offices, by telephone or by videoconference
• Post-auction notice: no later than 24 hours after the auction ends. It identifies the successful and back-up bidders and includes adequate assurance information and the proposed purchase agreement.
• Successful bidder's deposit top-up: within five days after the auction
• Post-auction objection deadline (conduct of the auction, identity or approval of the successful or back-up bidder, adequate assurance): 4 p.m. ET three business days before the sale hearing
• Reply deadline: 4:30 p.m. ET two business days before the sale hearing
• Sale hearing: Jan. 14, 2027, subject to the court's availability, at a time to be set by the court

Bid Requirements

• Unless the debtors agree otherwise, only acceptable bidders may bid. Becoming one requires, among other things, signing a confidentiality agreement and showing a bona fide purpose. Apart from credit bids and stalking horse bids, a qualified bid must, among other things:
  • identify the assets sought (including any non-debtor affiliate assets) and the liabilities to be assumed;
  • state the purchase price, with cash and non-cash consideration listed separately for a plan bid;
  • include the $500,000 deposit;
  • for a sale, be based on the debtors' form APA, or on the stalking horse agreement if there is one, marked to show the bidder's changes;
  • for a plan deal, be based on a plan term sheet whose creditor treatment complies with the Bankruptcy Code;
  • include a signed certification committing the bidder to negotiate, document and close if selected;
  • show cash on hand or committed debt or equity financing that is not subject to internal approvals, syndication, diligence or credit committee approval;
  • describe the bidder's pro forma capital structure, where applicable;
  • carry no financing, board, shareholder or diligence contingencies;
  • identify every closing condition with particularity;
  • be reasonably likely, in light of antitrust or other regulatory issues, to close within a time frame acceptable to the debtors;
  • remain irrevocable until the debtors accept a higher or otherwise better bid and the bidder is not chosen as back-up;
  • commit the bidder to serve as back-up bidder if selected;
  • include an initial schedule of contracts and leases to be assumed and assigned, along with adequate assurance information and a contact person for follow-up requests;
  • disclose every participating entity, including the equity owners or sponsors of a newly formed purchaser;
  • disclose any connections or agreements with the debtors, other bidders, or any of the debtors' officers, directors, insiders or equity holders;
  • show board approval and, if required, shareholder approval;
  • disclaim any break-up fee, termination fee or expense reimbursement;
  • acknowledge the as-is, where-is terms of the sale;
  • submit to the bankruptcy court's jurisdiction and waive a jury trial.
• The debtors, in consultation with the consultation parties, may waive requirements, accept joint bids case by case and work with bidders before the auction to cure deficiencies. Until the court approves a successful bid, they may reject any bid other than a stalking horse bid that is inadequate, nonconforming or contrary to the estates' best interests.
• Bidder information goes to the consultation parties within two hours of receipt. Confidential financing and equity commitment documents are shared on a professional-eyes-only basis. The debtors must share the form APA, and any material change to it, with the consultation parties at least three business days before distributing it to bidders.
• No diligence conditions may survive the bid deadline. Bidders may not communicate with one another about the transaction without the debtors' written authorization, and the debtors may disqualify any bidder they believe has done so.

Restructuring Transaction (Plan) Bids

• Form: a term sheet for a plan of reorganization.
  • A plan bid qualifies only if the debtors, in consultation with the consultation parties, determine in good faith that it can satisfy section 1129 and can be consummated.
  • The debtors may modify the procedures, including the qualified bid requirements, to accommodate plan bids.
  • A plan bid may be designated a qualified, stalking horse, successful or back-up bid.
• If a plan bid wins, the Jan. 14, 2027, sale hearing becomes a status hearing. There, the debtors and the successful bidder will present an agreed timeline for the disclosure statement, solicitation and confirmation.
  • No plan transaction may close before confirmation.
  • The confirmation order serves as the sale order.
  • Plan objection deadlines will be set by separate order.
• Section K of the bidding procedures also says the sale hearing may itself be the hearing to consider confirmation; the proposed order, which governs over the procedures, provides only for the status hearing.

Insider Bids

• An insider (as defined in section 101(31)) that bids, along with its advisors and affiliates, gets no nonpublic information about other bids or about how the debtors are evaluating bids, and is excluded from the debtors' auction deliberations.
• Only the CRO, in consultation with the consultation parties and acting reasonably and in good faith, may waive bid requirements for an insider bid. Insiders cannot receive bid protections and can be named stalking horse only after the CRO has first determined that the bid is a qualified bid.
• Insider bids must disclose all agreements and arrangements with key employees, other employees, officers, equity holders and sponsors. An insider may not offer or commit employment, retention or equity to any key employee beyond what its bid discloses unless it gives the debtors and the consultation parties a supplemental disclosure, in writing or electronically.
• The debtors may not change the provisions on credit bids, bid protections or insider bids without either the written consent of the committee and the agent, which may not be unreasonably withheld, or a further court order.

Evaluation and Auction

• Starting bid: by Jan. 4, 2027, the debtors will identify the highest or otherwise best qualified bid and circulate it to qualified bidders and the consultation parties. The evaluation criteria include:
  • the amount and nature of the consideration and, for plan bids, the treatment of creditors and the plan's structure, confirmability, feasibility, time and cost;
  • the impact on customers, vendors and employees;
  • closing certainty and execution risk;
  • requested changes to the form APA or stalking horse agreement;
  • the net economic effect after any bid protections;
  • tax consequences;
  • assumed liabilities and cure costs;
  • the likely impact on payment of administrative claims and on the funds left to pay for the wind-down;
  • net cash proceeds to the estates after secured claims and the carve-out.
• The auction goes ahead only if more than one qualified bid arrives. If there is a single qualified bid that is acceptable to the debtors, the auction is canceled, that bidder is deemed the successful bidder and the debtors will seek approval at the sale hearing.
• The auction will be open and transcribed, and the transcript will be filed with the court. Only qualified bidders may bid. Attendance is limited to qualified bidders, the consultation parties and parties granted permission; the form sale notice also lists the U.S. Trustee.
• Auction mechanics:
  • bidding opens at the starting bid and proceeds in $250,000 increments;
  • each bidder must confirm on the record that it has not colluded;
  • every qualified bidder must get a reasonable opportunity to overbid before the auction closes;
  • the debtors may require last and final bids on a blind basis and may adjourn the auction.
• In selecting the successful bid, the debtors will consider, among other things:
  • the assets sought and whether they can be separated from other assets;
  • total consideration and net benefit after any bid protections;
  • the bidder's ability to close and the timing;
  • the impact on customers, vendors and employees;
  • closing certainty;
  • the impact on administrative claims and wind-down funding.
• If an auction is held, a bid is accepted only once it is declared successful and definitive documents are signed, and acceptance remains subject to court approval. Under the form post-auction notice, unless the court orders otherwise, the sale hearing will be evidentiary, with no further bidding.

Back-Up Bidder

• The next-highest or otherwise second-best qualified bid becomes the back-up bid and must stay open and irrevocable until the closing with the successful bidder.
• If the successful bidder fails to close after the sale order is entered, the debtors may, in consultation with the consultation parties, make the back-up bid the successful bid. They can then close without a further court order if the back-up bid was approved along with the successful bid; otherwise, court approval is still required.
• An elevated back-up bidder must top up its deposit within five days after written notice to 5% of its purchase price, or of total cash and non-cash consideration for a plan deal. Any credit bid component is excluded and its initial deposit is credited. Failing to fund counts as a failure to close and exposes the deposit to forfeiture.

Assumption and Assignment

• Assumption notice deadline: Nov. 12, 2026. By then the debtors will file, post and serve a list of contracts and leases that may be assumed and assigned, with proposed cure amounts. A listed contract with no cure amount carries a $0 cure.
• Objections to cure amounts, or to assumption on grounds other than adequate assurance, are due Dec. 11, 2026, at 4 p.m. ET. Adequate assurance objections are due by the post-auction objection deadline.
• The debtors may add or remove contracts and modify cure amounts. Deadlines for supplemental notices:
  • a counterparty served at least 10 days before the Dec. 11 deadline must object by that deadline;
  • a counterparty served later has seven days after service to object;
  • contracts named in a bid but missing from the initial notice will be added by supplemental notice, with at least seven days to object;
  • an unresolved objection to a supplemental notice served fewer than seven days before the sale hearing will be heard at a later hearing.
• Only contracts the successful bidder selects will be assumed and assigned. Listing a contract neither obligates the debtors to assume it nor concedes that it is executory, and until closing the debtors may seek to reject any listed contract that is not ultimately assigned.
• Counterparties that do not object on time are deemed to consent, and the cure amount in the most recent notice controls. They are barred from asserting any other claims under the contract against the debtors or the successful bidder that existed before the order resolving contract objections and the sale order.
• Unresolved objections will be heard at the sale hearing or a later date. Where an objection concerns only the cure amount, the contract may still be assigned if the debtors deposit the counterparty's asserted cure amount (or a lower agreed amount) in a segregated account pending resolution; the debtors and the successful bidder may still remove the contract based on the outcome of a cure dispute decided after the sale hearing, or for any other reason. Cure costs will be paid by either the successful bidder or the debtors.

Other Terms

• Good-faith purchaser: the debtors intend to show at the sale hearing that the successful bidder is entitled to section 363(m) protection.
• Releases: the form post-auction notice contemplates consensual, mutual releases between the debtors, their estates and certain affiliated parties, on one side, and the successful bidder, on the other. The releases would become binding once the APA is approved and the sale closes.
• Name change: if a sale closes, the debtors expect the successful bidder to require them to stop using their current names. They will seek approval in the sale order to change the case dockets and caption to match.
• Customer data: the debtors hold personally identifiable information about their customers and will take appropriate measures to keep it confidential in the sale.
• Fiduciary out: nothing in the procedures requires any director, manager or officer of a debtor to act, or refrain from acting, in a way that would violate their fiduciary duties.