APPROVAL OF SALE PROCEDURES - CHAPTER 11 ONLY

(a) Sale Procedures Motions. In a Chapter 11 case, a debtor in possession or a trustee may file a motion seeking approval of sale, bid, and/or auction procedures in anticipation of or in Ver. 25.01 (December 1, 2025) 49 conjunction with a sale motion. A request for approval of sale procedures must be brought in a motion separate from the sale motion.

(b) Provisions to Highlight. The sale procedures motion must highlight the following in a separate section titled “Provisions to be Highlighted”: (1) Provisions Governing Qualification of Bidders. Any provision governing an entity becoming a qualified bidder, including an entity’s obligation to: (A) Deliver financial information by a stated deadline to the trustee and other key parties (ordinarily excluding other bidders); (B) Demonstrate its financial wherewithal to consummate a sale; (C) Maintain the confidentiality of information obtained from the trustee or other parties or execute a non-disclosure agreement; and (D) Make a non-binding expression of interest or execute a binding agreement; (2) Provisions Governing Qualified Bids. Any provision governing a bid being a qualified bid, including: (A) Any deadlines for submitting a bid and the ability of a bidder to modify a bid not deemed a qualified bid; (B) Any requirements regarding the form of a bid, including whether a qualified bid must be (a) marked against the form of a “stalking horse” agreement or a template of the debtor’s preferred sale terms, showing amendments and other modifications (including price and other terms), (b) for all of the same assets or may be for less than all of the assets proposed to be acquired by an initial or “stalking horse” bidder, or (c) open for a specified period of time; Ver.

25.01 (December 1, 2025) 50 (C) Any requirement that a bid include a good faith deposit, the amount of that deposit and under what conditions the good faith deposit is not refundable; and (D) Any other conditions the debtor in possession or the trustee requires for a bid to be considered a qualified bid or to permit a qualified bidder to bid at an auction; (3) Provisions Providing Bid Protections to “Stalking Horse” or Initial Bidder. Any provisions providing an initial or “stalking horse” bidder a form of bid protection, including: (A) Any limitations on a trustee’s ability or right to solicit higher or otherwise better bids (i.e., any “no shop” or “no solicitation” provisions); (B) Any agreement to provide or seek an order authorizing break-up or topping fees and/or expense reimbursement, and the terms and conditions under which any such fees or expense reimbursement would be paid; (C) Any requirement regarding the amount of the initial overbid and any successive bidding increments; and (D) Any requirement that the “stalking horse” bidder receive a “credit” equal to the breakup or topping fee and/or expense reimbursement when bidding at the auction and in such case whether the “stalking horse” is deemed to have waived any such fee and expense upon submitting a higher or otherwise better bid than its initial bid at the auction; Ver. 25.01 (December 1, 2025) 51 must: (4) Modification of Bidding and Auction Procedures. Any provision that would authorize a debtor in possession or a trustee, without further order of the Court, to modify any procedures regarding bidding or conducting an auction; and (5) Closing with Alternative Backup Bidders.

Any provision that would authorize the debtor in possession or the trustee to accept and close on alternative qualified bids received at an auction in the event that the bidder selected as the “successful bidder” at the conclusion of the auction fails to close the transaction within a specified period. (c) Proposed Order. Unless otherwise ordered by the Court, the sale procedures order (1) Describe the sale procedures in detail or attach a description of the sale procedures; (2) Specify the date, time, and place at which the auction will be conducted and the method for providing notice to parties of any changes thereto; (3) Provide that each bidder participating at the auction will be required to confirm that it has not engaged in any collusion with respect to the bidding or the sale; (4) State that the auction will be conducted openly and all creditors will be permitted to attend; and (5) State whether the bidding at the auction will be transcribed or videotaped.