White Rock Medical Center - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Parties Involved

• Sellers / Debtors: White Rock Medical Center, LLC (6083); NCP Management, LLC (8327); North Houston Surgical Hospital, LLC (2161); National Payroll Services, LLC (3573); Heights Healthcare of Texas, LLC (0118); Heights Healthcare of Houston, LLC (3093); and Ashland Healthcare, LLC (0023), each as debtors and debtors in possession
• No stalking horse bidder has been identified
• Interested parties should contact the Debtors' advisors: Erik White (ewhite@harneypartners.com) and Walter J. Cicack (wcicack@hcgllp.com)

Assets Being Sold

• Certain of the Debtors' hospital equipment assets, as listed on Exhibit 2 to the Bidding Procedures Order
• Prospective Bidders may bid on the Assets (i) in individual lots, (ii) as a collective whole, or (iii) in any combination thereof
• The sale is subject to a competitive bidding process and Court approval pursuant to sections 105, 363, and 365 of the Bankruptcy Code

Bid Protections

• None — no person or entity is entitled to any expense reimbursement, breakup fee, topping fee, termination fee, or other similar payment. By submitting a bid, each bidder is deemed to have waived any right to seek such fees, whether under Bankruptcy Code section 503(b) or otherwise

Credit Bid

• Any Qualified Bidder holding a valid and perfected lien on any assets of the Debtors' estates may credit bid all or a portion of the value of such Qualified Bidder's allowed claims pursuant to section 363(k) of the Bankruptcy Code
• A credit bid may only be applied with respect to the specific collateral in which the bidder holds a perfected security interest

Good Faith Deposit

• Each bid must be accompanied by a Good Faith Deposit equal to 10% of the total cash and non-cash consideration, delivered by certified check or wire transfer into escrow
• Deposits from Prospective Bidders that do not qualify as Qualified Bidders will be returned within five business days of the Debtors' final qualification determinations
• Deposits from unsuccessful Qualified Bidders (other than the Backup Bidder) will be returned within five business days after the conclusion of the Auction
• The Backup Bidder's deposit will be returned within five business days after the Backup Bid Expiration Date
• At closing, the Successful Bidder's deposit will be credited against the purchase price
• A Qualified Bidder's deposit will be forfeited if the bidder attempts to withdraw its Qualified Bid while it remains binding and irrevocable under the Bidding Procedures; a Successful Bidder's deposit will be forfeited if the Successful Bidder fails to consummate the applicable Sale Transaction due to a breach entitling the Debtors to terminate the purchase agreement

Bid Requirements

• To constitute a Qualified Bid, a bid must, among other requirements:
  • Be submitted in writing by the Bid Deadline, accompanied by a Bid Letter that: (i) discloses the bidder's identity; (ii) specifies the Assets sought; (iii) represents that the bidder has completed due diligence and relied solely on its own independent review; (iv) confirms the offer is binding and irrevocable for 20 days following entry of the Sale Order; and (v) confirms the bid is not contingent on financing, internal approval, or further due diligence
  • Be accompanied by a duly authorized and executed Proposed Asset Purchase Agreement, marked against a form provided by the Debtors, specifying the proposed purchase price; and a proposed Sale Order, similarly marked against the applicable form
  • Include a Good Faith Deposit equal to 10% of the total consideration, along with written evidence of financing availability and organizational authorization
  • Include evidence of board-level (or equivalent governing body) authorization for the submission and closing of the transaction
  • Agree to serve as Backup Bidder if the bid is designated as the next highest or best offer at the Auction
  • Certify the absence of collusion and confirm the bidder is not a partnership, joint venture, or entity in which more than one bidder holds a direct or indirect interest
  • Contain no financing, due diligence, or other contingencies (beyond customary closing conditions), and waive any claim for bid protections
• The Debtors may negotiate with any Prospective Bidder to cure deficiencies, improve terms, or otherwise promote a competitive Auction process
• The Debtors may reject any bid that, among other things, requires indemnification, is received after the Bid Deadline, is subject to contingencies, seeks bid protections, or does not constitute a fair and adequate price

Auction Details

• An Auction will be held if the Debtors receive more than one Qualified Bid for an Asset or combination of Assets; if only one Qualified Bid is received for a given Asset, the Debtors may, in their business judgment, consummate a Sale Transaction with that bidder subject to Court approval
• The Auction, if held, will take place on April 9, 2026, at 10:00 a.m. (CT) at the offices of Reed Smith LLP, 2850 N. Harwood St., Suite 1500, Dallas, TX 75201, or at such other time or location as designated by the Debtors; the Debtors reserve the right to conduct the Auction remotely by telephone or video conference
• The Auction will be conducted openly; all creditors may attend, though the Debtors may impose a reasonable limit on the number of representatives per Qualified Bidder
• Auction proceedings will be transcribed or video recorded
• Prior to the Auction, the Debtors will designate a Baseline Bid — the highest or otherwise best Qualified Bid — from which bidding will commence
• The Debtors will announce the minimum overbid increment at the outset of the Auction and may adjust such increment during the proceedings
• After each round, the Debtors will announce a Leading Bid and its material terms; open bidding will continue in successive rounds until no further qualifying Subsequent Bids are received
• Each Qualified Bidder must confirm in writing on the record that it has not colluded and that its bids constitute binding, good-faith, and bona fide offers
• Immediately prior to the Auction's conclusion, the Debtors will designate the Successful Bid and, where applicable, the Backup Bid, and will notify all participants accordingly
• The Successful Bidder and Backup Bidder must each, within two business days of the Auction's conclusion, wire any Incremental Deposit Amount and submit fully executed documentation memorializing their respective bids
• A Backup Bid remains binding until the earlier of (i) the first business day after closing of the Sale Transaction with the Successful Bidder or (ii) 30 days after the Sale Hearing (the "Backup Bid Expiration Date"); if the Successful Bidder's transaction is terminated before the Backup Bid Expiration Date, the Backup Bidder will be deemed the new Successful Bidder
• The Debtors reserve the right to withdraw their motion to sell the Assets if the debtor in the Platinum Heights Chapter 11 Case selects a winning bidder that does not wish to purchase the Assets
• A bid is not accepted until approved by the Bankruptcy Court at the Sale Hearing

Sale Free and Clear

• The Debtors seek to sell the Assets free and clear of all liens, claims, interests, and encumbrances pursuant to section 363(f) of the Bankruptcy Code
• The Sale Hearing Order will include a finding of good faith purchaser status pursuant to section 363(m) and, where applicable, an exemption from transfer taxes, stamp taxes, or similar taxes
• Any party that fails to timely file and serve a Sale Objection will be forever barred from objecting to the Sale Transaction and will be deemed to have consented to the sale for purposes of section 363(f)

Due Diligence

• The Debtors have established a confidential electronic data room containing all material documents related to the Assets
• Access requires execution of a confidentiality agreement delivered to the Bid Notice Parties; data room access is available through the Bid Deadline
• The Debtors may deny access to, or terminate data room access for, any party that fails to qualify as a Prospective Bidder, does not comply with participation requirements, or is a competitor of the Debtors with respect to competitively sensitive information
• Upon termination of access, Prospective Bidders must return or destroy all non-public information received in accordance with the applicable confidentiality agreement

Key Dates

• Bid Deadline: April 3, 2026, at 5:00 p.m. (CT)
• Bid Qualification Deadline: April 6, 2026
• Auction (if necessary): April 9, 2026, at 10:00 a.m. (CT), at Reed Smith LLP, 2850 N. Harwood St., Suite 1500, Dallas, TX 75201
• Sale Objection Deadline: 5:00 p.m. (CT) two business days after the Notice of Auction Results is filed with the Court
• Sale Hearing: April 15, 2026, at 10:00 a.m. (CT), or as soon thereafter as the Court is available, before the Honorable Alfredo R. Perez, U.S. Bankruptcy Judge, Southern District of Texas