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IN THE UNITED STATES BANKRUPTCY COURT (a “Consent Right”), then such party must file with the Court, an objection identifying: (i) such FOR THE DISTRICT OF DELAWARE contract(s), lease(s), or other agreement(s); (ii) the basis for objecting to the assignment of such contract(s), lease(s), or other agreement(s); and (iii) all supporting documentation (each, In re Chapter 11 a “Consent Right Objection”), no later than February 6, 2026 at 4:00 p.m. (prevailing GBI SERVICES, LLC, et al., Case No. 25-12089 (CTG) Eastern Time). Debtors. 1 (Jointly Administered) 7. If a party files a Consent Right Objection in a manner that is consistent with the requirements set forth above and the parties are unable to consensually resolve the dispute NOTICE OF SALE, BIDDING PROCEDURES, AUCTION, AND SALE HEARING prior to the Sale Hearing, such objection will be heard by the Court at the Sale Hearing or such PLEASE TAKE NOTICE OF THE FOLLOWING: later hearing as may be determined by the Debtors on notice to the objecting party. 1. On December 18, 2025, GBI Services, LLC, and certain of its affiliates, as debtors and 8. Any person failing to timely file a Consent Right Objection will be: (i) forever barred from debtors in possession (collectively, the “Debtors” and, together with their non-Debtor objecting to the transfer, sale, assumption, and/or assignment of the Debtors’ right, title, and affiliates, the “Company”) filed with the United States Bankruptcy Court for the District interest in, to and under the assets to be sold, assumed, and/or assigned in connection with of Delaware (the “Court”), in the above-captioned chapter 11 cases, a motion (Docket a Sale Transaction, free and clear of all liens, claims, interests, and encumbrances, including No. 88) (the “Motion”) seeking entry of an order (the “Bidding Procedures Order”)2 Consent Rights (other than certain assumed liabilities, liens, or as otherwise provided in the (i)(a) approving the bidding procedures, substantially in the form attached thereto as Exhibit applicable purchase agreement) and (ii) deemed to consent to and approve the transfer, sale, 1 (the “Bidding Procedures”), in connection with the sale of substantially all of the Debtors’ and assumption and/or assignment of the Debtors’ right, title, and interest in, to and under assets;3 (b) authorizing the Debtors to designate one or more stalking horse bidders (each a such assets free and clear of all liens, claims, interests, and encumbrances, including Consent “Stalking Horse Bidder,” and such bidders’ bids, the “Stalking Horse Bids”); (c) authorizing Rights (other than assumed liabilities, liens or as otherwise provided in the applicable purchase the Debtors to conduct an auction (the “Auction”), if necessary, and a hearing for approval of agreement), regardless of whether such consent must be in writing pursuant to the terms of the proposed Sale Transaction (as defined herein) (the “Sale Hearing”); (d) approving the form any contract, lease, or other agreement. and manner of (1) notice of the Auction, the sale of the Company (the “Sale Transaction”), 9. If any person files a Consent Right Objection in accordance herewith, the Debtors and and the Sale Hearing, substantially in the form annexed thereto as Exhibit 2 (the “Sale other parties in interest will have the opportunity to object to any alleged rights asserted by Notice”) and (2) notice to each non-Debtor counterparty (each, a “Counterparty”) to a such person by filing a response to the Consent Right Objection, as applicable (and serving proposed Assigned Contract of the Debtors setting forth the Debtors’ calculation of the amount such response on the objecting party) on or before February 23, 2026 at 11:59 p.m. necessary to cure any monetary defaults under such contract or lease (the “Cure Costs”), (prevailing Eastern Time). Upon the filing of such response to such objection, any rights substantially in the form attached thereto as Exhibit 3 (the “Assignment and Cure Notice”); asserted will be deemed to be disputed and the Debtors will be entitled to assert that a bona (e) approving procedures for the assumption and assignment of proposed Assigned Contracts fide dispute exists as to such rights asserted. Nothing herein will be deemed a waiver of any and the determination of Cure Costs with respect thereto (collectively, the “Assumption and rights of the Debtors or any other parties in interest to contest any rights asserted by any person Assignment Procedures”); and (ii)(a) authorizing the sale of the Debtors’ assets free and in such objections, and all such rights of the Debtors are expressly preserved. clear of liens, claims, interests, and encumbrances, and other interests pursuant to section Reservation of Rights 363(f) of the Bankruptcy Code following completion of the Sale Transaction, (b) authorizing 10. The Debtors shall have the right, as they may reasonably determine to be in the best assumption and assignment of executory contracts and unexpired leases, and (c) granting interests of their estates, to carry out the Bidding Procedures, including, without limitation, related relief, all as more fully set forth in the Motion. to: (i) determine which bidders are Qualified Bidders; (ii) determine which bids are Qualified 2. On January 14, 2026, the Court entered the Bidding Procedures Order (Docket No. 214). Bids; (iii) determine which bids are the Successful Bid(s) and Back-Up Bid(s) (as such terms Authority to Designate Stalking Horse Bidders are defined in the Bidding Procedures); (iv) reject any bid that is (a) inadequate or insufficient, 3. Pursuant to the Bidding Procedures and Bidding Procedures Order, the Debtors have the (b) not a Qualified Bid or otherwise not in conformity with the requirements of the Bidding authority to designate one or more Stalking Horse Bidders, offer such Stalking Horse Bidders Procedures or the requirements of the Bankruptcy Code, or (c) contrary to the best interests of Stalking Horse Bid Protections, and to enter into purchase agreements with such Stalking the Debtors and their estates; and (v) adjourn or cancel the Auction and/or the Sale Hearing in Horse Bidders (each, a “Stalking Horse Agreement”), subject to further Court approval in open court without further notice or as provided in the Bidding Procedures. accordance with the terms of the Bidding Procedures Order and the Bidding Procedures. Any 11. The Debtors shall have the right, as they may reasonably determine to be in the best Stalking Horse Agreement would be subject to higher or otherwise better offers submitted in interest of their estates to (i) withdraw the Motion at any time with or without prejudice accordance with the terms and provisions of the Bidding Procedures. A copy of the Stalking and (ii) modify the Bidding Procedures, in a manner consistent with their fiduciary duties Horse Agreements, if any, will be made available on the website dedicated to the Debtors’ and applicable law, including: (a) waiving terms and conditions with respect to any Potential chapter 11 cases maintained by their claims and noticing agent, Epiq Corporate Restructuring, Bidder; (b) extending deadlines set forth in the Bidding Procedures; (c) announcing at the LLC, located at https://dm.epiq11.com/case/nck/info (the “Epiq Website”) and on the Auction modified or additional procedures for conducting the Auction; and (d) providing Court’s docket. reasonable accommodations to any Potential Bidder(s) with respect to such terms, conditions, Important Dates and Deadlines and deadlines of the bidding and Auction process to promote further bids on the Company, to • Non-Binding Indication of Interest Deadline. Any person or entity interested in the extent not materially inconsistent with the Bidding Procedures Order. participating in the Auction is encouraged to submit a Non-Binding Indication 12. FAILURE TO ABIDE BY THE BIDDING PROCEDURES, THE BIDDING PROCEDURES of Interest on or before January 27, 2026 at 4:00 p.m. (prevailing Eastern Time). ORDER, OR ANY OTHER ORDER OF THE COURT IN THESE CHAPTER 11 CASES MAY RESULT • Stalking Horse Objections. Objections to the designation of a Stalking Horse IN THE REJECTION OF YOUR BID. Bidder, including the Stalking Horse Bid Protections, if any, shall be filed in 13. THE FAILURE OF ANY PERSON OR ENTITY TO FILE AN OBJECTION IN ACCORDANCE accordance with the Bidding Procedures and filed with the Court no later than WITH THE BIDDING PROCEDURES ORDER BY THE SALE OBJECTION DEADLINE SHALL three (3) business days after the service of the Notice of Stalking Horse Bidder. FOREVER BAR SUCH PERSON OR ENTITY FROM ASSERTING ANY OBJECTION TO • Bid Deadline. Any person or entity interested in participating in the Auction THE MOTION, THE ORDER APPROVING THE SALE TRANSACTION, THE PROPOSED must submit a Qualified Bid on or before February 14, 2026 at 4:00 p.m. SALE TRANSACTION, OR THE DEBTORS’ CONSUMMATION OF THE STALKING HORSE (prevailing Eastern Time) (the “Bid Deadline”). AGREEMENT(S), IF APPLICABLE, OR ANY OTHER AGREEMENT EXECUTED BY THE • Auction. An Auction, if necessary, has been scheduled for February 17, 2026 DEBTORS AND THE SUCCESSFUL BIDDER(S) AT THE AUCTION, UNLESS OTHERWISE at 10:00 a.m. (prevailing Eastern Time) at (i) the offices of Weil, Gotshal & ORDERED BY THE COURT. Manges LLP, located at either (x) 767 Fifth Avenue, New York, NY 10153 or (y) 1395 Brickell Avenue, Miami, Florida 33131 and/or (ii) virtually, pursuant to RICHARDS, LAYTON & FINGER, P.A., Michael J. Merchant (No. 3854), Zachary I. Shapiro (No. procedures to be announced to bidders, or such other later date as may be 5103), James F. McCauley (No. 6991), 920 North King Street, Wilmington, Delaware 19801, determined by the Debtors and upon notice to all parties in interest. Telephone: 302-651-7700, Email: merchant@rlf.com, shapiro@rlf.com, mccauley@rlf.com • Sale Objection Deadline. Objections to the Sale Transaction, including any -and- WEIL, GOTSHAL & MANGES LLP, David J. Cohen (admitted pro hac vice), 1395 Brickell objection to the sale of the Debtors’ assets free and clear of all claims and Avenue, Suite 1200, Miami, Florida 33131, Telephone: (305) 577-3100, Email: davidj.cohen@ interests pursuant to section 363(f) of the Bankruptcy Code must be (i) filed weil.com -and- WEIL, GOTSHAL & MANGES LLP, Ronit J. Berkovich (admitted pro hac vice), in accordance with the Bidding Procedures and (ii) filed with the Court on or Daphne S. Papadatos (admitted pro hac vice), 767 Fifth Avenue, New York, New York 10153, before February 20, 2026 at 4:00 p.m. (prevailing Eastern Time) (the “Sale Telephone: (212) 310-8000, Emails: ronit.berkovich@weil.com, daphne.papadatos@weil.com, Objection Deadline”). Attorneys for the Debtors and the Debtors in Possession • Sale Hearing. A hearing to approve the sale of the Company to a Successful 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal Bidder shall be held before the Court before the Honorable Craig T. Goldblatt on tax identification number, are: GBI Services, LLC (0771), Nicklaus Companies, LLC (5063), February 24, 2026 at 10:15 a.m. (prevailing Eastern Time (the “Sale Hearing”). N1JN-V, LLC (3178), Nicklaus Real Estate Licensing, LLC (7569), Nicklaus Project Management Additional Information Services, LLC (6810), Nicklaus Advisory, LLC (3577), Nicklaus Design, LLC (7744), Nicklaus 4. Any party interested in submitting a bid should contact the Debtors’ proposed investment Interactive, LLC (9584), Nicklaus Brands, LLC (9771), Nicklaus International Brand Management, banker, Cassel Salpeter & Co., LLC (Attn: James Cassel (jcassel@cs-ib.com) and Philip Cassel LLC (1536), Jack Nicklaus Golf Club, LLC (9616), and Nicklaus Golf Equipment Company, L.C. (pcassel@cs-ib.com)). (6669). The Debtors’ mailing address is 3801 PGA Boulevard, Suite 565, Palm Beach Gardens, 5. Copies of the Motion, the Bidding Procedures Order, the Bidding Procedures, and any FL 33410. Stalking Horse Agreement, if applicable, may be obtained free of charge at the Epiq Website. 2 Capitalized terms used but not defined herein shall have the respective meanings ascribed to Notice to Holders of Consent Rights such terms in the Motion or the Bidding Procedures Order, as applicable. 6. The Debtors intend to assign to the Successful Bidder(s), pursuant to the applicable asset 3 For the avoidance of doubt, the Debtors reserve all rights regarding the form of Sale purchase agreement, certain contracts, agreements, leases and other assets, free and clear of Transaction and may pursue (i) a Sale Transaction pursuant to section 363 of the Bankruptcy all liens, claims, interests, and encumbrances (other than certain assumed liabilities, liens, Code or (ii) a Sale Transaction or other restructuring transaction pursuant to a chapter 11 plan. or as otherwise provided in the applicable purchase agreement). If any party objects to such If a Sale Transaction or other restructuring transaction is pursued pursuant to a chapter 11 plan, assignment, including any objection based on any alleged approval or consent right or anti- an additional notice and opportunity to respond will be provided as necessary to comply with assignment provision contained in or applicable to any contract, lease, or other agreement the Bankruptcy Code, Bankruptcy Rules and Local Bankruptcy Rules.
Post Date: 01/22 12:00 AM
Refcode: #IPL0306969 
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