Vera Holdings & Investments - Chapter 11 APA Summary

Sale Order Summary

Sale Outcome

• The court approved the sale of the debtor's New Warehouse in Fruitland Park, Florida, to Fairwinds Financial Services LLC for a $5.36 million credit bid. Fairwinds Financial Services is the designee of Fairwinds Credit Union, which holds the mortgages on the property. The court signed the order on Oct. 27, 2026, and it was docketed on Oct. 28 (Doc. No. 386).
• The debtor filed a motion (Doc. No. 285) to sell the property free and clear under its Chapter 11 plan and to approve auction and bidding procedures. The court granted that relief in the bidding procedures order (Doc. No. 296). The debtor then marketed the property under those procedures, but by the bid deadline it had no qualified bid other than Fairwinds' credit bid. Accordingly, the Oct. 13, 2026, auction was canceled, and the debtor asked for approval of the credit bid at the Oct. 15 sale hearing.
• The court found that the credit bid was the highest and otherwise best bid and reasonably equivalent value for the property. It also found that Fairwinds is a good-faith purchaser entitled to section 363(m) protection and that the sale cannot be avoided under section 363(n).

Purchase Price and Closing Payments

• Purchase Price: $5.36 million credit bid under section 363(k), which Fairwinds may offset against the purchase price.
• The bid is made against Fairwinds Credit Union's allowed secured claim on the property of $5,380,246.72 plus postpetition interest, costs and fees. The court found the claim valid and perfected, and the credit union or its designee may credit bid all or any portion of it.
• Carve-Out: $25,000, paid by Fairwinds at closing and set aside for estate professional fees. All parties reserve their rights on whether estate professionals' sale-related fees are reasonable and on how the carve-out is allocated.
• Auctioneer Fees: Fairwinds also pays the fees and costs of the auctioneer, Tranzon Driggers, at closing.
• All ad valorem real property taxes assessed against the property, including those for 2026 and prior years, along with any tax certificates, accrued interest and penalties, must be paid or redeemed in full at or before closing. The property is conveyed free and clear of all ad valorem tax liens.

Parties Involved

• Seller: Vera Holdings & Investments, Inc., acting through Matthew King
• Purchaser: Fairwinds Financial Services LLC, as designee of Fairwinds Credit Union
• Secured Lender: Fairwinds Credit Union, which holds the allowed secured claim and the recorded mortgages on the property
• Auctioneer: Tranzon Driggers

Asset Being Sold

• The property is the facility the plan calls the New Warehouse, at 2221 US Highway 441, Fruitland Park, FL 34731. It consists of two parcels in Lake County, Florida, with all improvements, fixtures and appurtenances.
• The property is sold as is, where is and with all faults, without any express or implied representations or warranties. It transfers free of any leasehold, tenancy, occupancy or other possessory interest and must be delivered vacant at closing.

Sale Free and Clear

• The property is sold free and clear under section 363(f)(1), (f)(4) and (f)(5) of all liens, claims, encumbrances, leases and other interests. This includes construction, materialmen's, laborer's and mechanic's liens under Chapter 713 of the Florida Statutes. All of these interests attach to the net sale proceeds, if any, with the same extent, validity and priority they had before the sale, and they remain subject to the same defenses, objections and disputes.
• Exhibit B strips 14 recorded Chapter 713 instruments, including corrective and amended claims of lien, recorded between Feb. 18 and June 2, 2026, held by:
  • Signature Enterprises, Inc. d/b/a Signature Construction: $1.83 million, reduced from $1.85 million by a corrective claim of lien recorded April 16, 2026
  • CCS Mechanical, Inc.: $378,616.22
  • TFR Inc. d/b/a Ross Plumbing: $192,482
  • Steel Worx Solutions / DJ Van Rooyen: $176,587.80
  • Mid State Glass of Citrus County Inc.: $154,866
  • Ushko Construction Inc.: $113,968.94
  • Consolidated Electrical Distributors, Inc. d/b/a Raybro Electric Supplies: one claim of lien and a separate leasehold claim of lien, each increased to $62,721.48 from $61,091.77 by amendments recorded May 20, 2026
  • Big Country Fire Protection, Inc.: $19,100
  • Tom Barrow Company: $12,192.73
  • EDI Drywall LLC: $8,217.70
• Under Exhibit C, the credit union's own instruments are also stripped to the net proceeds: its two mortgage and security agreements; its collateral assignments of leases, rents and profits; its UCC financing statements, recorded June 20, 2024, and June 30, 2025; and a single certificate of future advance and mortgage and loan modification and extension agreement. The credit union must record satisfactions or releases and UCC-3 termination statements at closing or promptly afterward.
• Notwithstanding paragraph 6 of the bidding procedures order, the title exceptions and recorded matters to which the sale remains subject exclude any mortgage, claim of lien, assignment of rents, financing statement, judgment or other monetary lien; all of these are stripped from the property and transferred to the net proceeds.
• All holders of interests, including the Chapter 713 claimants, are permanently barred from asserting, collecting, enforcing or recording any interest against the property. At closing, each lien is deemed released and discharged as against the property. Title vests in Fairwinds, and the Lake County clerk and other recording officers must accept the order as sole and sufficient evidence of the transfer and record the releases.
• The order binds the debtor, all creditors, all holders of interests in the property, Fairwinds and any trustee, and it survives any conversion or dismissal of the case.

Contracts and Successor Liability

• No executory contract, unexpired lease, license, service agreement or other agreement relating to the property is assumed by or assigned to Fairwinds simply because of the sale. Any assumption and assignment requires Fairwinds' express written agreement and, where the Bankruptcy Code requires it, a further court order.
• Fairwinds is not a successor to the debtor and assumes none of the debtor's debts, claims or obligations relating to the property, whether they arose before or after the case began. Those obligations stay with the debtor and do not attach to Fairwinds, its successors or assigns, or the property.

Plan Implementation and Transfer Taxes

• The sale is carried out under the debtor's plan of liquidation (Doc. No. 246, as modified at Doc. Nos. 284 and 294 and supplemented at Doc. No. 349), which the court confirmed by order entered Oct. 2, 2026 (Doc. No. 358); the order grounds the sale in the plan's implementation provisions, including section 1129(b)(2)(A)(ii).
• Because the transfer is made under, and is necessary to consummate, the confirmed plan, section 1146(a) exempts the sale, the deed and the other transfer instruments from stamp, documentary stamp, transfer, intangible and similar taxes, including Florida documentary stamp tax. The Lake County clerk must record the deed without collecting any such tax.
• The debtor, acting through Matthew King, is authorized and directed to close the sale and sign the deed and other closing documents, even after the plan's effective date has occurred or equity interests have been canceled under the plan.

Key Dates

• Plan Confirmation: Oct. 2, 2026
• Auction: Oct. 13, 2026 (canceled)
• Sale Hearing: Oct. 15, 2026, at 2 p.m.
• Sale Order: signed Oct. 27, 2026; docketed Oct. 28, 2026; effective immediately upon entry
• Closing Deadline: no later than 30 days after entry of the sale order, unless the debtor and Fairwinds agree otherwise