UPG Enterprises - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Overview

• UPG Enterprises, LLC and 19 affiliated debtors, an industrial group focused on steel processing and production, manufacturing, distribution and logistics, whose businesses sit in a flat roll group that processes steel into flat sheets or coils and a fabrication group that manufactures finished steel components, filed Chapter 11 in the Northern District of Illinois on Sept. 22, 23 and 25, 2026. On Sept. 25 the debtors moved for bidding procedures covering one or more section 363 sales of any and all or substantially all of their assets, including subgroups of assets. Judge Daniel R. Fine entered the bidding procedures order on Oct. 26, 2026 (D.I. 197).
• The debtors came into the case with three prepetition high bids across discrete business units, each characterized by the debtors as a going-concern bid: Mill Steel Company for the Chicago Steel and Lexington Steel business, Alabama Metal Industries Corporation for the Metalex business, and SteelSummit Holdings for Maksteel Wyoming. The bidding procedures order attaches the Mill Steel asset purchase agreement and authorizes the debtors to enter into it. Alabama Metal Industries was designated through a separate notice filed Oct. 21 with its own proposed order approving its bid protections. Each sale is summarized separately below.
• The approved timeline runs from an Oct. 28, 2026, bid deadline to a Nov. 2 auction, a Nov. 6 sale hearing and closing by Nov. 20. The debtors may run more than one auction covering material portions of the assets.
• On Oct. 30, the debtors designated six qualifying bidders for certain assets of National Metalwares L.P., and following the Nov. 2 auction they split those assets at the Aurora, Ill. facility into two sales: machinery and equipment to Holland Industrial Group and accounts receivable, inventory and intellectual property to PPL Acquisition Group XX. Both sales are summarized separately below.

Stalking Horse Designation and Bid Protections

• The bidding procedures order authorizes the debtors to enter into the Mill Steel agreement and designate Mill Steel as a stalking horse bidder, subject to higher and better offers, with bid protections as modified by the order (see Mill Steel Stalking Horse Agreement below).
• The debtors are authorized, but not directed, after consulting the consultation parties, to select additional stalking horse bidders. Bid protections may be offered only to a non-insider and are capped at a break-up fee and reimbursement of reasonable and documented expenses.
• For any additional stalking horse, the debtors must file a notice of stalking horse bidder by Oct. 21, 2026, at 4 p.m. CT. The notice must attach the stalking horse agreement, a declaration supporting the bid protections under section 503(b) and a proposed bid protections order. Objections to the bid protections or the form of order are due by 4 p.m. CT five business days after filing. Absent a timely objection, the court may enter the bid protections order without a hearing; if one is filed, the debtors will schedule a hearing.
• Each designated stalking horse bidder is automatically a qualifying bidder and its bid a qualifying bid, including as increased at the auction, and it may credit bid its bid protections claim in any overbid. No other bidder may seek expense reimbursement or any fee in its capacity as a bidder, and submitting a bid waives that right, including under section 503(b).

Marketing Process

• SC&H Capital was engaged as investment banker immediately before the petition date and began outreach in July 2026, contacting approximately 267 potential buyers, of which 86 executed confidentiality agreements and received a confidential information memorandum covering operations, assets, commercial arrangements and historical financials.
• Ten parties submitted letters of interest after diligence. The highest-value LOIs conditioned their stated values on consummation through a Chapter 11 sale process, and the debtors accordingly began negotiating stalking horse terms with those bidders. SC&H will continue marketing through the case, distributing additional diligence materials and operating a data room, with interested parties directed to Hank Waida at SC&H.

Bid Requirements

• Participation: a potential bidder must execute a confidentiality agreement satisfactory to the debtors to become a qualifying bidder and obtain data room access, and must respond to reasonable information requests regarding its ability to close. Diligence runs through the bid deadline, after which the debtors may but need not furnish further information, and they may withhold business-sensitive materials after consulting the consultation parties.
• Submission: bids are due Oct. 28, 2026, at 4 p.m. CT, in PDF and Word form, to the debtors' counsel, SC&H and the consultation parties. The debtors may extend the deadline after consulting the consultation parties, filing a notice if it is extended for all parties. A party that does not bid by the deadline may be barred from submitting a later offer or participating in the auction. The debtors forward all bids to the consultation parties within one day of receipt and may consider combinations of bids in determining qualifying bidders.
• To be a qualifying bid, a bid must, among other requirements:
  • be in writing, disclose the bidder's identity and a contact person, disclose all direct or indirect connections between the bidder and any insider of the debtors, the debtors' management, any lender to the debtors or any other bidder, and represent that the bidder has not colluded;
  • exceed any stalking horse bid for the applicable assets by at least $100,000 plus the amount of the bid protections, unless the stalking horse agreement requires otherwise, and, where the price is subject to an inventory or working-capital adjustment, describe the formula, baseline and any cap or floor in enough detail to compare bids;
  • propose payment solely in cash, except as the bidding procedures otherwise permit;
  • state the liabilities to be paid or assumed, including cure costs, section 503(b)(9) claims, employee-related obligations and postpetition payables, and specify the assets included;
  • attach a purchase and sale agreement marked against the applicable stalking horse agreement and offer to purchase the assets and assume liabilities on terms substantially the same as or better than that agreement;
  • be formal, binding, unconditional and irrevocable until five business days after closing, with no financing, internal-approval or diligence contingencies, and no request for a break-up fee, termination fee or expense reimbursement;
  • demonstrate financial capability to close and supply adequate assurance information under section 365(f)(2)(B) in a form that can be served on contract counterparties. Within one business day of designating a qualified bid, the debtors will provide that information to Committee counsel and to senior prepetition secured creditors that are consultation parties with liens on the subject assets, and the adequate assurance documentation to counterparties, in each case subject to confidentiality protections;
  • identify with particularity every executory contract and unexpired lease whose assumption and assignment is a closing condition;
  • commit to close by no later than Nov. 20, 2026;
  • acknowledge in writing that the bidder has had the opportunity to conduct all diligence, relied solely on its own review and did not rely on any statements or representations about the assets or the completeness of information provided;
  • address Hart-Scott-Rodino filings and any other regulatory or third-party approvals, including CFIUS, with the expected timeline and, where approval is expected to take more than five days after execution of the bidder's PSA, the steps the bidder will take to expedite it, plus a covenant to cooperate on antitrust analysis;
  • agree to serve as backup bidder if so selected; and
  • include board or equivalent authorization for submission, execution and delivery of the PSA.
• Submitting a bid waives any substantial contribution claim under section 503 relating to the bid, the procedures or the sale, and constitutes consent to the bankruptcy court's exclusive jurisdiction and a waiver of jury trial. The debtors may work with a bidder before the auction to cure deficiencies in a bid not initially deemed qualifying.

Good Faith Deposit

• Amount: 10% of the cash purchase price under the bidder's PSA, or such additional amount as the debtors reasonably determine after consulting the consultation parties, held in a segregated third-party escrow account.
• A successful bidder or backup bidder, including a stalking horse bidder in either role, must top up its deposit to 10% of the new cash purchase price within one business day after the auction, unless the debtors agree otherwise after consulting the consultation parties.
• The deposit is forfeited on breach or failure to perform under the PSA, without prejudice to the debtors' other remedies. A forfeited deposit constitutes proceeds of the subject assets, remains subject to secured creditors' liens, including adequate protection liens, with the same validity, extent and priority, and is distributed under the Interim DIP Order (D.I. 61), any final DIP order or further court order.
• Deposits of bidders not selected as successful or backup bidder are returned within five business days after the auction closes.

Overbid

• Initial overbid: at least $100,000 above the applicable stalking horse bid, plus the amount of the bid protections, unless the stalking horse agreement requires otherwise.
• Subsequent increments: set by the debtors at the auction in consultation with the consultation parties; each overbid must itself be a qualifying bid and remain open and binding until five business days after closing.
• Asset-specific overbid terms for the Mill Steel and Alabama Metal Industries bids are summarized in their respective sections below.

Credit Bid

• Any creditor holding a valid and perfected lien on estate assets is deemed a qualifying bidder as to those assets and, unless the court for cause orders otherwise, may credit bid all or part of its claim under section 363(k), including at the auction, but only against the collateral securing its lien. A secured creditor may submit a credit bid intended solely as a backup bid.
• Any credit bid must include a cash component sufficient to repay in full the secured claims of any senior secured creditor, unless that creditor agrees otherwise, and to pay the investment banker's transaction fee.
• The bidding procedures order preserves the right of the Committee and other parties to challenge the validity, priority, extent, perfection or enforceability of any lien under the Interim DIP Order (D.I. 61) and any final DIP order, and to object to any credit bid; any credit bid remains subject to the outcome. Nothing in the order is a waiver or a finding that a credit bid component satisfies section 363(k), and no party's right to object to the credit bid component of a stalking horse bid is prejudiced.

Auction

• An auction will be held Nov. 2, 2026, at 9 a.m. CT at the Chicago offices of debtors' co-counsel Vedder Price, or at another location, date or by virtual means as the debtors determine after consulting the consultation parties. The debtors may conduct more than one auction covering material portions of the assets, and will notify qualifying bidders and post notice on the Epiq case site no later than one business day beforehand.
• The auction proceeds only if at least one timely qualifying bid other than a stalking horse bid is received for the applicable assets. If none is, the debtors will forgo the auction, the stalking horse bidder is deemed the successful bidder, and the debtors will seek approval of the stalking horse agreement at the sale hearing.
• Bidding opens at the baseline bid, which the debtors designate before the auction, after consulting the consultation parties, as the highest or best qualifying bid then received. Stalking horse bidders participate where competing qualifying bids are submitted.
• Attendance and conduct: only qualifying bidders with qualifying bids may bid, and each must appear in person or through a representative empowered to bind it, subject to the debtors' discretion to permit remote attendance. Attendance is limited to the debtors, auction bidders and consultation parties, with their advisors, absent the debtors' express written consent. Bidders may not speak with one another absent the debtors' authority.
• The debtors preside, the auction is transcribed, bidders confirm on the record that they have not colluded, all bids are made on the record before all bidders, and the material terms of each leading bid are disclosed. The debtors may announce additional or modified procedural rules at the auction, including sealed bidding, open outcry and separate bulk or lot rounds, so long as the rules are disclosed and not materially inconsistent with the Bankruptcy Code, the rules or the court's orders.
• Successful bids are selected on total consideration, changes to the stalking horse agreement or form PSA and the resulting cost and delay, transaction structure and execution risk, financing and closing certainty, required approvals, treatment of executory contracts and leases, and net benefit to the estates.
• Before the sale hearing, the successful bidder must execute its transaction documents, and the debtors will file a notice of successful bidder attaching the executed PSA of each successful and backup bidder and a blackline against the form PSA.

Backup Bidder

• The debtors may designate one or more backup bids after consulting the consultation parties. If the successful bidder fails to close before Nov. 20, 2026, or a later date the debtors set, the backup bid becomes the successful bid and the debtors may close with the backup bidder without further order or notice.
• The debtors must give at least one business day's written notice to Committee counsel and to the senior prepetition secured creditor with a lien on the assets being sold, and may not close over that creditor's timely written objection without a further court order.
• Successful and backup bids are irrevocable and binding from submission until five business days after closing.

Assumption and Assignment of Contracts

• Within one business day after entry of the bidding procedures order, the debtors will file and serve a contract notice on each counterparty listing the proposed cure amount; supplemental notices follow for later-identified contracts.
• Each listed cure amount is stated to capture all liabilities of the debtors arising under the contract before closing, whether known or unknown, accrued, absolute or contingent.
• Contract objections, including objections to cure amounts and to a stalking horse bidder's adequate assurance, are due Nov. 2, 2026, at 4 p.m. CT; counterparties on a supplemental notice filed less than seven days before that deadline get seven days from its service. Objections going solely to adequate assurance by a successful bidder other than a stalking horse bidder are due by the sale hearing.
• Adequate assurance information for a stalking horse bidder is served with the contract notice, supplemental notice or stalking horse notice, and for any other qualified bidder on the day its bid is designated, subject to confidentiality protections. No contract may be assigned to a backup bidder unless the counterparty has been served with that bidder's adequate assurance information and given an opportunity to object.
• Failure to object timely deems the counterparty to have consented to assumption, assignment and the listed cure amount, treats payment of that amount as satisfying section 365(b)(1)(A) and (B), and bars any further claim that accrued before entry of the sale order. Counterparties may still seek amounts for defaults occurring between service of the cure notice and assumption.
• A cure dispute does not block assignment: the selected contract may be assumed and assigned if the counterparty's asserted cure amount, or a lower agreed amount, is placed in a segregated account pending resolution.
• The debtors will seek approval only of those contracts the successful bidder selects, and reserve all rights as to the rest. Contracts the successful bidder seeks after the sale hearing or entry of the sale order trigger a further contract notice with a seven-day objection window limited to the proposed cure amount, and only to issues that could not have been raised earlier; absent objection, they are assumed and assigned without further order.
• Listing a contract is not an admission that it is executory or unexpired, and assumption and assignment remain subject to court approval and closing. Anti-assignment provisions are unenforceable solely as to assignment under the order and to the extent provided in section 365(f).

Sale Free and Clear and Successor Liability

• The sale will be free and clear of all liens, claims, interests and encumbrances under section 363(f) to the extent set forth in the applicable stalking horse agreement or PSA, with interests attaching to the sale proceeds at the same validity and priority, subject to customary exceptions for permitted liens.
• Any party that fails to object by the sale objection deadline is barred from objecting to the sale, including the transfer free and clear, and is deemed to consent for purposes of section 363(f)(2).
• The sale notice states the sale will be free and clear of any claim arising from pre-closing conduct of the debtors, whether known or unknown, and that the purchaser will not be a successor to the debtors under any theory, including successor liability, except as expressly provided in its purchase and sale agreement.
• The debtors may conduct the sale without complying with state or local bulk transfer laws.

Consultation Parties

• Counsel to the proposed DIP lenders; Pachulski Stang Ziehl & Jones as proposed counsel to the Official Committee of Unsecured Creditors; and Wintrust and White Oak, each a prepetition secured agent and lender, but only as to assets subject to their respective liens.
• Consultation rights do not limit the debtors' discretion or confer a veto, and do not modify the debtors' fiduciary duties, though consultation parties reserve the right to object to decisions made contrary to their recommendation.
• A consultation party, committee member or affiliate that submits a qualifying bid or makes known its intention to bid loses its consultation rights as to that bid and the selection of the successful and backup bidders, with rights restored if it later exits the process. Where a consultation party bids solely as a backup bid, it loses consultation rights only as to selection of the backup bid. Where a committee member bids, the committee retains its rights but must exclude that member from sale deliberations and withhold sale information from it.

Sale Hearing and Objections

• The sale hearing is set for Nov. 6, 2026, at 10 a.m. CT before Judge Fine, or the earliest date thereafter the court can accommodate, subject to continuance by the debtors after consulting the consultation parties.
• Sale objections are due Oct. 28, 2026, at 4 p.m. CT. Objections going solely to the identity of a successful bidder other than a stalking horse bidder, or to that bidder's adequate assurance, are due by the sale hearing. The debtors' reply deadline is Nov. 4, 2026, at noon CT, or noon one day before the sale hearing.
• The debtors will serve the sale notice within one business day after entry of the bidding procedures order and publish it once in the national edition of a newspaper with national circulation.

Key Dates

• Objection Deadline to the Motion: Oct. 7, 2026, at 4 p.m. CT
• Stalking Horse Designation Notice Deadline: Oct. 21, 2026, at 4 p.m. CT
• Bidding Procedures Order Entered: Oct. 26, 2026 (D.I. 197)
• Sale Notice and Contract Notice Service: within one business day after entry of the bidding procedures order
• Bid Protections Objection Deadline (any additional stalking horse notice): 4 p.m. CT on the fifth business day after the notice is filed
• Bid Deadline: Oct. 28, 2026, at 4 p.m. CT
• Sale Objection Deadline: Oct. 28, 2026, at 4 p.m. CT
• Qualifying Bid Designation Deadline: Oct. 30, 2026, at 4 p.m. CT
• Auction: Nov. 2, 2026, at 9 a.m. CT
• Contract Objection Deadline: Nov. 2, 2026, at 4 p.m. CT
• Notice of Successful Bidder: as soon as practicable after the auction
• Debtors' Reply Deadline: Nov. 4, 2026, at 12 p.m. CT, or noon one day before the sale hearing
• Adequate Assurance Objection Deadline for a successful bidder other than a stalking horse bidder: by the sale hearing
• Sale Hearing: Nov. 6, 2026, at 10 a.m. CT, or the earliest date the court can accommodate
• Sale Closing: no later than Nov. 20, 2026

• All dates and deadlines may be modified by the debtors after consulting the consultation parties, and the debtors reserve the right to extend deadlines, modify increments or bidding format, waive bid requirements, impose additional conditions, adjourn or cancel the auction, and adjourn the sale hearing, with reasonable notice of any modification to qualifying bidders, including stalking horse bidders. The debtors may not modify the procedures to shorten any deadline or notice period in the order or to alter the requirements of section 365(f)(2)(B).

Mill Steel Stalking Horse Agreement (Chicago Steel / Lexington Steel)

• Designation: The bidding procedures order entered Oct. 26 authorizes the debtors to enter into the asset purchase agreement with The Mill Steel Co., a Grand Rapids, Mich.-based corporation, and designate it as stalking horse bidder, subject to higher and better offers. The agreement is dated Oct. 5, 2026, among Mill Steel, Lexington Steel LLC and Chicago Steel Holdings LLC, and was signed for the sellers by Chief Restructuring Officer John Sordillo of GlassRatner. Mill Steel is represented by Varnum.
• Business: the flat rolled steel business the sellers operate at the Gary Facility, 700 Chase Street, Gary, Ind., which Chicago Steel leases from Chase Street Industrial Center under a Dec. 23, 2014, lease.
• Acquired assets: all assets used in or necessary for the business, other than excluded assets. These include:
  • machinery, equipment, vehicles, tools, spare parts and other tangible personal property, including the scheduled fixed assets;
  • inventory, including raw materials, work-in-process and finished goods;
  • intellectual property; transferable permits; books and records; and claims relating to the acquired assets other than avoidance actions;
  • insurance rights and proceeds relating to the acquired assets;
  • IT systems, phone numbers, email addresses, websites, domain names and social media accounts; and
  • the contracts the purchaser designates, including the Gary facility lease, which is assigned at closing.
• Fixed assets: the fixed asset schedule includes a machinery and equipment appraisal of the Gary facility as of Dec. 29, 2025, with an orderly liquidation value of approximately $2.9 million and a forced liquidation value of approximately $2.2 million. The equipment includes a tension leveling line, slitting lines, a cut-to-length line, coil banding lines, cranes, coil handling equipment and lift trucks. The schedule also lists additional fixed assets outside that appraisal, including cranes, slitting heads, a spare stitcher, a wastewater treatment system, an inspection system and a packaging line in storage.
• Excluded assets: cash and cash equivalents other than the deposit; deposits, prepaids and refunds; accounts receivable; organizational and tax records; chapter 5 avoidance actions, litigation claims and claims against current or former directors, officers and employees; equity interests; excluded contracts; pre-closing tax refunds; and privileged communications.
• Purchase price: $4 million in cash plus the inventory value, plus assumption of the assumed liabilities.
  • Inventory value is the book value of inventory less than one year old, measured as of closing.
  • The cash component is prorated for real and personal property taxes and utility charges that the purchaser pays after closing.
  • At closing, the purchaser pays $4 million plus estimated inventory value, less the deposit and a $100,000 inventory escrow.
  • Within 60 days after closing, the purchaser delivers its calculation of actual inventory value. The sellers have 30 days to dispute, followed by 30 days of negotiation, with unresolved items going to an independent valuation firm whose fees are split in inverse proportion to each side's success.
  • The true-up runs in both directions: the purchaser pays any excess over the estimate, and any shortfall is paid to the purchaser from the escrow.
• Deposit: $400,000, placed with Verita Global as escrow agent on signing and applied at closing.
  • The sellers may retain the deposit as liquidated damages if they terminate for the purchaser's uncured breach, or terminate at the outside date where the conditions are satisfied or waived and the purchaser has failed to close.
  • In any other termination the deposit is returned to the purchaser within three business days.
• Bid protections: the bidding procedures order overrides the agreement's break-up fee terms.
  • The agreement provides a break-up fee of 3% of the purchase price, which includes inventory value. The order instead sets the fee at 3% of the $4 million cash component, or $120,000.
  • The order also adds reimbursement of reasonable and documented expenses of up to 1% of the cash component, or $40,000, for up to $160,000 in total.
  • The order treats the protections as allowed superpriority administrative expense claims under section 507(b).
  • Under the agreement, the break-up fee is payable on consummation of an alternative transaction, without setoff and from the proceeds of that sale. An alternative transaction covers a sale of all or a material portion of the acquired assets, a merger, recapitalization or restructuring involving the sellers or the business, or an issuance or disposition of their equity.
• Overbid: the agreement defines a competing qualifying bid as an offer for all of the acquired assets at the purchase price plus the break-up fee plus $250,000, on the same terms with only changes needed to reflect the bidder's identity, with a 10% deposit and a markup of the agreement. The agreement states that it controls over conflicting bidding procedures provisions in the bidding procedures order. The bidding procedures require at least $100,000 plus the bid protections, or $260,000 above the Mill Steel bid. The sellers must give Mill Steel copies of any qualifying bid within one business day of receipt and all competing bids at least 48 hours before the auction.
• Assumed liabilities: post-closing obligations under assumed contracts, excluding the sellers' pre-closing breaches; prorated items the purchaser pays after closing; liabilities arising from the purchaser's post-closing ownership and operation of the assets, including employment of transferred employees; and cure costs as finally determined by the court, which the purchaser pays at closing. All other liabilities remain with the sellers, including prepetition and chapter 11 liabilities, environmental liabilities other than those arising solely from the purchaser's post-closing operations, seller taxes, employee and benefit plan obligations, pre-closing litigation including product liability, indebtedness and intercompany obligations.
• Contracts: the purchaser may designate contracts for assumption and assignment in its sole discretion, and add or remove them until three business days before closing. The sellers serve cure notices reasonably acceptable to the purchaser and use reasonable best efforts to resolve disputes and obtain consents.
• Employees:
  • The purchaser will consider all business employees and may extend conditional offers on terms it sets in its sole discretion, with no obligation to continue employment for any period.
  • The purchaser is not a successor employer and assumes no benefit plan, collective bargaining or pre-closing employee liabilities, including withdrawal liability or delinquent contributions to the Midwest Pension Plan or the Central States Joint Board Health and Welfare Trust Fund.
  • The sellers remain responsible under the WARN Act for events on or before closing, and the purchaser for events it causes after closing.
  • Closing deliverables include an employment agreement between the purchaser and William Douglas, and confidentiality and non-solicitation agreements from Paul Douglas and Christopher Hutter in favor of the purchaser.
• Closing conditions:
  • entry of the bidding procedures order and a sale order that has become a final order, which the purchaser may waive;
  • accuracy of representations and performance of covenants;
  • no material adverse effect, which excludes tariff, general economic and legal changes unless they affect the business disproportionately, as well as the chapter 11 filing;
  • all required governmental and third-party consents;
  • no pending or threatened proceeding that would impair the purchaser's ownership or operation of the business;
  • valid assumption and assignment of each assumed contract; and
  • the purchaser's control of the IT assets.
  Closing occurs within two business days after the conditions are met and no later than the Nov. 15, 2026, outside date.
• Sale order terms: the sale order must transfer the assets free and clear, grant section 363(m) good faith protection, find adequate assurance of future performance and determine cure costs. It must also find that the purchaser is not a successor and has no liability for pre-closing claims, including product, environmental, tax, ERISA withdrawal and delinquent contribution, labor, employment and WARN Act claims, and permanently enjoin assertion of those claims against the purchaser. The order must waive the 14-day stays and approve the break-up fee. The sellers may not seek a material modification of the sale order without the purchaser's consent.
• Termination: either party may terminate by mutual consent, if closing has not occurred by Nov. 15, 2026, on the other party's breach not cured within 10 business days, or on a final injunction against the sale. The purchaser may also terminate:
  • on a material adverse effect;
  • on conversion or dismissal of the cases, or appointment of a trustee or examiner with expanded powers; or
  • if the bidding procedures order is not entered within 14 days after the sale motion is filed.
  The sellers may terminate on consummation of an alternative transaction after paying the break-up fee.
• Restrictive covenants: after closing, the sellers must keep the business's confidential information confidential and, for 12 months, may not hire the purchaser's employees or solicit its customers or vendors. The restricted period is extended by the length of any violation.
• IT transition: if the purchaser cannot assume the business IT assets at closing, including domain names, Azure and Microsoft 365 accounts, PSData and phone numbers, the sellers or the service providers, Framework IT and PS Data, will maintain them at the purchaser's cost for up to three months.
• Other terms:
  • The sale is "as is, where is" and with all faults, and representations and warranties do not survive closing.
  • For two years after closing, the purchaser must give the sellers and any trustee access to transferred books and records and, at the sellers' cost, make transferred employees available to assist with the wind-down.
  • SC&H Capital is the sellers' broker, and its fees are the sellers' sole responsibility.
  • White Oak Commercial Finance, as administrative agent, and Firehorse Capital LLC are named third-party beneficiaries entitled to enforce the sellers' rights under the agreement.
  • The agreement is governed by Delaware law, with the bankruptcy court holding exclusive jurisdiction while the cases are pending, and the purchaser may seek specific performance.

Key Dates

• Asset Purchase Agreement Dated: Oct. 5, 2026
• Stalking Horse Agreement Approved in Bidding Procedures Order: Oct. 26, 2026
• Agreement Outside Date: Nov. 15, 2026

Alabama Metal Industries Stalking Horse Agreement (Metalex)

• Bid as filed with the motion: assets of Metalex, LLC located at the debtors' Libertyville, Ill. facility and certain assets at the San Luis Potosí, Mexico facility for $5 million, with a break-up fee of 3% and expense reimbursement of up to $300,000. The executed agreement sets base cash at $4.5 million, a break-up fee of $150,000 and expense reimbursement of up to $45,000.
• Designation: The Oct. 21 notice (D.I. 186) designates Alabama Metal Industries Corporation as stalking horse bidder for the assets of Metalex, LLC, which manufactures safety grating and expanded and perforated metal products. The asset purchase agreement is dated Oct. 21, 2026, and was signed for Metalex by Chief Restructuring Officer John Sordillo of GlassRatner. The notice attaches a proposed order approving the designation and bid protections and a supporting declaration from Sordillo. Objections to the bid protections and the form of the proposed order are due Oct. 28, 2026, at 4 p.m. CT.
• Acquired assets: all of Metalex's assets used in the business, other than excluded assets. These include:
  • the leasehold interest in the Libertyville facility at 700 Liberty Drive, Libertyville, Ill., and the machinery, equipment, vehicles and other personal property located there;
  • accounts receivable; inventory, including prepaid inventory; and prepaid expenses and deposits not tied to excluded assets;
  • intellectual property, and business IT assets, including the Python program used to operate the facility's press machines;
  • books and records, warranty and other causes of action relating to the acquired assets, and transferable permits; and
  • the contracts the purchaser designates.
• Excluded assets: cash and cash equivalents; excluded contracts; corporate and tax records; tax refunds and credits for pre-closing periods; chapter 5 avoidance actions and other estate causes of action; equity interests; insurance policies; employee benefit plans; and assets listed on a separate schedule.
• Purchase price: $4.5 million in base cash plus assumption of the assumed liabilities, including cure amounts.
  • The cash is reduced dollar-for-dollar if closing inventory falls below $2.1 million or closing accounts receivable fall below $3.8 million. A shortfall of $50,000 or less is disregarded.
  • Eligible receivables exclude intercompany receivables, receivables 45 or more days past due, and receivables subject to dispute, setoff or counterclaim.
  • The purchaser may deliver a closing statement within 60 days after closing, with unresolved disputes going to an independent valuation firm.
  • Adjustments can only reduce the price, and closing cash cannot exceed $4.5 million.
• Deposit: $450,000, or 10% of base cash, placed with Verita Global as escrow agent on signing and credited at closing.
  • The deposit is forfeited to Metalex as liquidated damages only if Metalex terminates for the purchaser's uncured breach. In any other termination it is returned to the purchaser.
  • Metalex's monetary damages are capped at the deposit. Specific performance is available only if all of the purchaser's closing conditions are satisfied.
• Bid protections: a $150,000 break-up fee and reimbursement of expenses incurred through the conclusion of the auction of up to $45,000, for $195,000 in total.
  • The protections are payable only if Alabama Metal Industries is not the winning bidder and the court approves an alternative transaction that is consummated.
  • An alternative transaction covers a sale of any material portion of the acquired assets, or of substantially all of Metalex's equity, to another party, including through a plan.
  • The proposed order would treat the protections as allowed superpriority administrative expense claims under sections 503(b), 507(a)(2) and 507(b) in Metalex's case.
• Overbid: the agreement and proposed order set an initial overbid of $350,000 over the Alabama Metal Industries bid and minimum increments of $150,000 thereafter. Under the bidding procedures' formula, the initial overbid would have been $295,000 ($100,000 plus $195,000 in bid protections). The proposed order states that it governs where it is inconsistent with the bidding procedures or the bidding procedures order.
• Assumed liabilities: liabilities under assumed contracts, excluding pre-closing breaches other than cure amounts, which the purchaser pays; liabilities arising from the purchaser's post-closing ownership and operation of the acquired assets; accrued PTO of transferred employees up to 40 hours each; and liabilities listed on a separate schedule. All other liabilities remain with Metalex.
• Contracts:
  • The purchaser may designate contracts from a schedule of available contracts, or remove them, at any time before closing.
  • It may drop a contract whose assumption or cure dispute is not resolved to its satisfaction.
  • The agreement calls for a cure notice within three business days after entry of the bidding procedures order, compared with one business day under the bidding procedures order.
• Employees:
  • The purchaser must offer employment to at least 75% of Libertyville employees in good standing, on terms it sets and subject to its screening, background check and drug testing policies.
  • It will credit transferred employees' accrued PTO up to 40 hours each. Metalex pays out any excess, and pays the full balance for employees who do not transfer.
  • The purchaser assumes no benefit plan obligations.
• Closing conditions:
  • entry of a sale order that has become a final order, which neither party may waive;
  • accuracy of representations and performance of covenants;
  • an officer's certificate that estimated receivables exceed $2.8 million and estimated inventory exceeds $1.5 million;
  • full separation of the Metalex IT assets from systems used by the other debtors;
  • scheduled governmental consents; and
  • no injunction or pending governmental action against the sale.
  Closing occurs on the second business day after the conditions are met.
• Sale order terms: the sale order must transfer the assets free and clear and find that the purchaser is not a successor under any theory, including de facto merger, mere continuation, product line or substantial continuity. It must also enjoin assertion of claims against the purchaser and grant section 363(m) good faith protection. The parties waive compliance with bulk sales laws.
• Termination: either party may terminate if closing has not occurred by Nov. 19, 2026. The purchaser may also terminate:
  • if the bidding procedures order fails to designate it as stalking horse and approve its bid protections;
  • if Metalex consummates an alternative transaction;
  • on appointment of a trustee or examiner with expanded powers;
  • on dismissal or conversion of the cases; or
  • on a seller breach not cured within three days.
• Transition services: the purchaser may elect, up to 30 days after closing, to use business software held under excluded or non-assignable contracts. Access lasts up to six months, and the purchaser funds the out-of-pocket costs.
• Other terms:
  • The sale is "as is, where is" and with all faults, and representations and warranties do not survive closing.
  • Schaumburg Bank & Trust Company, N.A. and Firehorse Capital LLC, each as administrative agent, are named third-party beneficiaries entitled to enforce Metalex's rights under the agreement.
  • Purchaser notices are copied to Pacific Avenue Capital Partners, and the purchaser is represented by McDermott Will & Schulte.
• Debtors' support: In his declaration, Sordillo says the bid protections were negotiated over multiple rounds and that the bidder would not have bid without them. He also says the deal provides value through the assumption of liabilities, continued employment and reduction of the debtors' prepetition secured debt.

Key Dates

• Asset Purchase Agreement Dated and Stalking Horse Designation Notice Filed: Oct. 21, 2026
• Bid Protections Objection Deadline: Oct. 28, 2026, at 4 p.m. CT
• Agreement End Date: Nov. 19, 2026

SteelSummit Stalking Horse Bid (Maksteel Wyoming)

• The motion and the proposed bidding procedures order identify SteelSummit Holdings as the prepetition high bidder for the assets of Maksteel Wyoming at $5.3 million, with a break-up fee of $150,000.

Holland Industrial Group Sale (National Metalwares Machinery and Equipment)

• Designation: Following the Nov. 2 auction, the debtors' Nov. 5 notice (D.I. 341) designates Holland Industrial Group, LLC, a Florida limited liability company, as successful bidder for the machinery and equipment of National Metalwares L.P., which manufactures welded steel tubing in various shapes. Myron Bowling Auctioneers, partnering with Cincinnati Industrial Auctioneers, is the backup bidder, and its agreement will be filed once finalized. The asset purchase agreement is dated Nov. 2, 2026, and was signed for the seller by Chief Restructuring Officer John Sordillo of GlassRatner. Holland bid as a non-stalking horse bidder and receives no break-up fee or expense reimbursement.
• Acquired assets: solely the machinery, equipment, tooling, attachments and components at the 900 N. Russell Avenue facility in Aurora, Ill., on a "wall to wall, floor to ceiling" basis, including the items on a separately provided equipment schedule. The bill of sale and sale order must incorporate the same schedule, and no equipment located elsewhere or off the schedule is included without a written amendment.
• Excluded assets: all cranes at the Aurora facility; cash and cash equivalents; contracts and leases; real property; corporate and tax records; pre-closing tax refunds; estate causes of action; and equity interests. No operating business, employees or executory contracts transfer.
• Purchase price: $1.225 million in cash. The $122,500 deposit, or 10% of the price, is held in a segregated third-party escrow and credited at closing, leaving approximately $1.1 million ($1,102,500) payable at closing. The deposit is subject to forfeiture under the bidding procedures if the purchaser breaches or fails to perform.
• Assumed liabilities: none. The purchaser assumes no debt, pre-closing taxes, trade payables, employee, benefit or pension obligations, environmental liabilities, cure costs, litigation, administrative expenses or successor liabilities. It bears its own post-closing rigging, removal, contractor, insurance and repair costs.
• Facility access: the purchaser receives 90 consecutive days of rent-free access to the facility after closing, Monday through Saturday from 7 a.m. to 7 p.m.
  • Access extends to the purchaser's employees, prospective buyers, contractors, riggers and transporters for inspecting, marketing, auctioning, dismantling and removing the equipment.
  • The seller provides reasonable access to existing utilities and loading areas. Utility charges, security, site safety and damage restoration are to be allocated in a written access agreement before closing.
  • The seller must use commercially reasonable efforts to obtain the consent of any non-debtor landlord or owner of the premises, since the agreement and sale order do not bind a non-debtor owner on their own.
• Pre-closing covenants: the seller continues operating in the ordinary course until closing. It must maintain the equipment in substantially its inspected condition and may not remove, relocate, dismantle or cannibalize it without the purchaser's consent. Risk of loss stays with the seller until closing.
  • The purchaser may reinspect the equipment and verify serial numbers before closing. If the seller breaches its condition and title representations, the purchaser may seek a price credit through the consultation parties, but holds no termination or deposit refund right.
• Seller indemnity: the seller indemnifies the purchaser for direct, documented losses caused by its material breach of covenants on identification and delivery of the equipment, pre-closing preservation, transfer of title or post-closing access, excluding losses caused by the purchaser or its contractors. The indemnity carries no guarantee of administrative priority or recovery from the estate.
• Closing: targeted for Nov. 19, 2026, and no later than Nov. 20 unless the debtors permit a later date. The sale order need not become a final order; the purchaser may elect to close under an unstayed order.
• Sale order terms: the sale order must name National Metalwares as seller and Holland as purchaser, incorporate the equipment schedule, transfer the assets free and clear under section 363(f), grant section 363(m) good faith protection, confirm that the purchaser assumes no liabilities and approve the 90-day access arrangement, subject to any required landlord consent.
• Termination: by mutual consent, or by either party if closing has not occurred by Nov. 20, 2026. The seller may also terminate if another bidder is selected as successful bidder under the bidding procedures. The purchaser's bid remains binding for the period the bidding procedures require, and the purchaser has no independent termination or deposit refund right outside them.
• Other terms:
  • The purchaser has no obligation to hire any of the seller's employees, and the seller remains responsible for wages, severance, benefits and WARN Act obligations.
  • The seller bears transfer taxes, except to the extent exempt under section 1146(a).
  • The sale is "as is, where is" and with all faults, though the disclaimer does not waive the seller's express covenants on equipment identity, preservation, risk of loss, title and access.

Key Dates

• Qualifying Bidders Designated: Oct. 30, 2026
• Auction and Asset Purchase Agreement Dated: Nov. 2, 2026
• Notice of Successful Bidder Filed: Nov. 5, 2026 (D.I. 341)
• Sale Hearing: Nov. 6, 2026, at 10 a.m. CT
• Target Closing: Nov. 19, 2026
• Outside Date: Nov. 20, 2026

PPL Acquisition Group Sale (National Metalwares Accounts Receivable, Inventory and IP)

• Designation: The debtors' Nov. 6 notice (D.I. 352) designates PPL Acquisition Group XX, LLC, a Delaware limited liability company, as successful bidder for the accounts receivable, inventory and intellectual property of National Metalwares L.P. According to the agreement, the debtors' sale advisers designated PPL as winning bidder for that lot on Nov. 4 and confirmed bidding on it was closed. The asset purchase agreement is dated Nov. 5, 2026, and was signed for PPL by President Joseph Prudden. PPL is represented by Miller Johnson.
• Acquired assets:
  • all accounts receivable, including those on the Nov. 2 aging report, with the right to collect and enforce them;
  • all inventory at any location, including prepaid inventory, shipped and unshipped, and other prepaid assets, excluding goods held on consignment or as bailee;
  • all intellectual property owned by the seller;
  • books and records relating to the acquired assets, including customer and vendor lists, invoices, payment histories and collection records; and
  • causes of action relating to the acquired assets, including supplier warranty claims, other than estate causes of action.
• Excluded assets: all machinery, equipment and other personal property, real property and leasehold interests; cash, other than collections owed to the purchaser; corporate and tax records; pre-closing tax refunds; estate causes of action; and equity interests.
• Purchase price: $650,000 upfront at closing, subject to an inventory shortfall adjustment, plus the seller's share of collections on the acquired receivables.
  • Inventory adjustment: the agreed inventory baseline is approximately $2.34 million ($2,338,587), valued under GAAP with applicable reserves. The upfront price is reduced dollar-for-dollar for any shortfall in closing inventory below the baseline, with no upward adjustment for excess inventory, and the reduction cannot exceed the upfront price.
  • The seller must deliver a good-faith estimate of closing inventory with detail by coil or tag, ownership, warehouse, quantity, cost and reserve, and an officer's certificate updating it at closing.
  • Collections waterfall: the purchaser keeps the first collections, net of collection costs, equal to the closing cash paid plus $150,000. Collections above that are split 65% to the seller's estate and 35% to the purchaser, with the estate's share remitted at least twice per month alongside periodic collection statements.
  • The purchaser makes all collection determinations, which are final absent willful misconduct or fraud.
  • The deal is priced off receivable and inventory balances as of Nov. 2, 2026. The seller must reconcile all changes from that date through closing, and the purchaser is credited for any net collections received before closing.
  • The seller keeps its collection account open and delivers a deposit account control agreement at closing that automatically sweeps collections to the purchaser.
• Deposit: held by the escrow agent and credited against closing cash, with any excess returned to the purchaser. The deposit is returned to the purchaser on any termination.
• Assumed liabilities: only liabilities under assigned contracts, including cure amounts. The purchaser is not acquiring any hazardous materials, and the seller indemnifies it against claims arising from the seller's operations, including hazardous material handling.
• Wind-down of operations: the seller ceased all shipping at the end of Nov. 4, 2026, and must cease operations no later than Nov. 6. It must segregate the acquired inventory from customer and third-party property and may not ship, transfer, reallocate or remove it without the purchaser's consent, recording all movements after Nov. 2.
• Facility access: the purchaser receives 90 days of free access to the Aurora facility after closing, covering rent, utilities, trash removal and security, to secure tooling and inventory and to market, sell and remove the acquired assets.
  • The seller may not release tooling without the purchaser's consent, except under a court order. Ownership of customer-owned tooling does not transfer.
  • The seller must deliver the landlord's written agreement to the access and abandonment rights at or before closing.
  • The purchaser may abandon any assets not sold or removed during the access period at no cost, leaving their removal and disposition to the seller.
• Closing: as soon as practicable after entry of the sale order and no later than Nov. 13, 2026. The seller's closing conditions include the sale order becoming a final order. The purchaser's conditions include delivery of the deposit account control agreement, customer contacts and receivable and inventory records.
• Termination: by mutual consent; by either party if closing has not occurred by Nov. 20, 2026; by the seller if it closes a competing bid for the acquired assets; by the purchaser if the seller sells the acquired assets to a third party or the case is dismissed or converted to chapter 7; or by the non-breaching party on a material breach not cured within three business days.
• Other terms:
  • The seller bears transfer taxes and closing costs.
  • For two years after closing, the purchaser must give the seller and any trustee access to transferred books and records for the wind-down.
  • The sale is "as is, where is" and with all faults, and representations and warranties do not survive closing.

Key Dates

• Auction and Working Capital Reference Date: Nov. 2, 2026
• Winning Bidder Designated by Sale Advisers and Shipping Ceased: Nov. 4, 2026
• Asset Purchase Agreement Dated: Nov. 5, 2026
• Notice of Successful Bidder Filed and Operations Cease: Nov. 6, 2026 (D.I. 352)
• Sale Hearing: Nov. 10, 2026, at 2 p.m. CT
• Closing Deadline: Nov. 13, 2026
• Outside Date: Nov. 20, 2026