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Case 1:20-bk-12043 Doc 235 Filed 08/12/20 Entered 08/12/20 16:22:25 Desc Main
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<br />shall not constitute a Qualified Bid unless it is submitted in accordance with the Bidding Procedures, and a
<br />bidder shall not constitute a Qualified Bidder unless it submits a Qualified Bid. The Debtors will determine
<br />the winner of the Auction (the "Successful Bidder") pursuant to the terms of the Bidding Procedures.
<br />Free and Clear Sales; Good Faith Purchaser. Pursuant to section 363(f) of the Bankruptcy Code, and
<br />except as otherwise provided in the Successful Bidder's Asset Purchase Agreement approved by the
<br />Bankruptcy Court, all of the Debtors' right, title and interest in and to the Assets are proposed to be sold free
<br />and clear of any pledges, liens, security interests, encumbrances, claims (as such term is defined in section
<br />101(5) of the Bankruptcy Code) charges, options and interests thereon (collectively, the "Interests"), with
<br />any Interests to attach to the proceeds of the sale, if any, as provided in the final Sale Order. In addition, the
<br />Sale Order will include proposed findings that the successful bidder is a "good faith purchaser," as that term
<br />is defined in section 363(m) of the Bankruptcy Code, and has not violated section 363(n) of the Bankruptcy
<br />Code. Additionally, pursuant to the Bidding Procedures Order, the Debtors have entered into a "stalking
<br />horse" asset purchase agreement (the "Stalking Horse Agreement") with Pledge Servicing Partners, LLC
<br />(the "Stalking Horse Bidder"). The failure to object to such free and clear sale shall be deemed consent to
<br />the sale free and clear of any such Interests.
<br />Section 365 Adequate Assurance Information. Counterparties to proposed Assigned Contracts may
<br />request copies of any evidence provided by a Qualified Bidder regarding its commitment to and ability to
<br />comply with section 365 of the Bankruptcy Code, including adequate assurance provided by such Qualified
<br />Bidder of its ability to perform in the future under those Assigned Contracts proposed to be acquired under
<br />its bid. If requested by notifying counsel for the Debtors via email (dlutz@fbtlaw.com,
<br />pburgess@btlaw.com, awebb@fbtlaw.com, and eseverini@fbtlaw.com) and providing contact information
<br />to counsel for the Debtors, such evidence provided by a Qualified Bidder shall be provided to the applicable
<br />counterparties or their legal advisors by August 28, 2020 at 2:00 p.m. (prevailing Eastern Time) via email.
<br />The Auction. An Auction, if necessary in the exercise of the Debtors' business judgment and in
<br />consultation with the Consultation Parties, shall be conducted in a manner as may be designated by the
<br />Debtors including, but not limited to, holding the Auction through electronic or telephonic means or at the
<br />offices of counsel to the Debtors, Frost Brown Todd LLC, 3300 Great American Tower, 301 East Fourth
<br />Street, Cincinnati, Ohio 45202, at 9:00 a.m. (prevailing Eastern Time) on August 31, 2020, or such other
<br />time as the Debtors, after consultation with the Consultation Parties, may determine. At the request of the
<br />Debtors, each bidder participating at the Auction shall be required to confirm in writing, that: (a) it has not
<br />engaged in any collusion with respect to the bidding; and (b) its Qualified Bid is a good faith, bona fide offer
<br />and it intends to consummate the proposed transaction if selected as the Successful Bidder.
<br />Successful Bid Notice. Following the designation of a Successful Bid, the Debtors shall file a notice
<br />of the Successful Bid, along with copies of the asset purchase agreement associated with the Successful Bid
<br />and Sale Order (a "Successful Bid Notice"). No further notice will be provided.
<br />Sale Hearing. A hearing to consider approval of the Sale Transaction (the "Sale Hearing") is
<br />scheduled to take place on September 4, 2020 at 10:30 a.m. (prevailing Eastern Time) in the United
<br />States Bankruptcy Court for the Southern District of Ohio. The Debtors may, in their discretion, adiourn
<br />or reschedule the Sale Hearing after consultation with the Consultation Parties. No further notice of any such
<br />continuance will be required to be provided to any party.
<br />Objections and Deadline. All objections to approval of the Sale Transaction, including the sale of the
<br />Assets free and clear of all Interests pursuant to section 363(f) of the Bankruptcy Code, the form of the Sale
<br />Order, the assumption and assignment of the Assigned Contracts, and the proposed Cure Costs, must be in
<br />writing, state the basis of such objection with specificity, comply with the Bankruptcy Rules and be filed
<br />with this Court and served so as to be received by those parties on the Master Service List maintained by
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