CTL-Aerospace - Bidding Procedures / APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Seller: The Debtor, CTL-Aerospace, Inc.
• Consultation Parties: The Debtor will consult with certain parties throughout the sale process, including Wells Fargo Bank, N.A. (as Prepetition Lender), the Committee, General Electric Company (d/b/a GE Aerospace), and Kawasaki Heavy Industries, Ltd.
  • If GE or Kawasaki Heavy Industries submits a bid, they will be suspended as a Consultation Party unless and until their bid is not designated as a Qualified Bid.

Assets Being Sold

• The sale contemplates substantially all of the Debtor’s assets.
• The assets will be sold on an “as is, where is” basis and without representations or warranties, except as otherwise provided in an approved purchase agreement.

Stalking Horse Bid

• The Debtor, in consultation with the Consultation Parties, may select one or more Stalking Horse Bidders at any time prior to Nov. 19, 2025.
• The designation of a Stalking Horse Bidder and any related bid protections are subject to notice and an opportunity for parties in interest to object.
• Any Stalking Horse Bid will be automatically deemed a Qualified Bid and may be in the form of a plan of reorganization.

Bid Protections

• A court-approved Stalking Horse Agreement may provide for bid protections, including break-up fees and/or expense reimbursements, to induce a bidder to set a price floor for the assets.
• No other bidder will be entitled to a break-up fee or expense reimbursement.

Credit Bid

• The Prepetition Lender, Wells Fargo Bank, N.A., is authorized to credit bid up to the amount of its outstanding obligations for the assets securing its claims, pursuant to section 363(k) of the Bankruptcy Code.
• The Prepetition Lender is automatically deemed a Qualified Bidder, and its credit bids are deemed Qualified Bids. The Prepetition Lender is not required to submit a Good Faith Deposit.

Minimum Bid Increment

• Subsequent bids at the auction must be made in minimum increments of $500,000 for substantially all of the Debtor's assets. The Debtor may adjust this increment after consulting with the Consultation Parties.

Good Faith Deposit

• Each bid must be accompanied by a good-faith deposit equal to the greater of 5% of the total cash consideration (including cure costs) or $1.5 million.
  • A Stalking Horse Bidder is not required to submit a deposit.
• The deposit of a successful bidder will be credited toward the purchase price at closing.
• Deposits from unsuccessful bidders will be returned within five business days of the sale order entry, while the deposit of any backup bidder will be held until five business days after the closing.
• If a successful bidder fails to close a transaction due to a breach, the Debtor may retain the deposit.

Bid Requirements

• To be deemed a Qualified Bid, a bid must, among other requirements:
  • Be submitted by the Bid Deadline and include an executed asset purchase agreement, or a redline against the form APA or Stalking Horse Agreement.
  • Provide written evidence of the bidder's financial capacity to consummate the transaction.
  • Identify the assets to be acquired and the executory contracts to be assumed, and provide adequate assurance of future performance.
  • Contain no financing, due diligence, or other contingencies.
  • Remain irrevocable until a transaction with another bidder has closed.
  • Waive any claim for a breakup fee, expense reimbursement, or similar payment, unless approved for a Stalking Horse Bidder.
  • Provide that the bidder agrees to serve as a backup bidder if its bid is the next highest or best.

Auction Details

• An auction will be held on Dec. 10, 2025, at 9:00 a.m. CT at the Chicago offices of Capstone Capital Markets LLC if the Debtor receives two or more Qualified Bids.
• If only one Qualified Bid is received, the auction will be canceled, and that bid will be designated the Successful Bid.
• If an auction is held, the Debtor, in consultation with the Consultation Parties, will select a "Baseline Bid" to commence the auction.
• Bidding will proceed in rounds, with the Debtor announcing the "Leading Bid" after each round.
• Following the auction, the Debtor will designate the Successful Bid(s) and may also designate one or more Alternate Bid(s).
• The auction will be transcribed and open to Qualified Bidders, Consultation Parties, and their advisors. Contract counterparties may attend by providing advance notice.

Assumption and Assignment

• The Debtor will file a Cure Schedule by Oct. 24, 2025, listing executory contracts that may be assumed and assigned and the proposed cure costs for each.
• The deadline for counterparties to object to the proposed assumption, assignment, or cure costs is Nov. 13, 2025.
• The procedures establish a process for resolving disputed cure amounts, which may include escrowing the disputed portion pending resolution.

Sale Free and Clear & Successor Liability

• The Debtor seeks to sell the assets free and clear of all liens, claims, encumbrances, and other interests to the fullest extent permitted under section 363 of the Bankruptcy Code, with any such interests to attach to the sale proceeds.
• The sale order will provide that the purchaser is not a successor to the Debtor and will not be liable for any of the Debtor’s liabilities, other than those explicitly assumed in the purchase agreement.

Post-Closing Arrangements

• The Debtor requests a waiver of the 14-day stay of the sale order under Bankruptcy Rules 6004(h) and 6006(d) to facilitate an expedited closing.

Key Dates

• Cure Schedule Filing Deadline: Oct. 24, 2025
• Cure Schedule Objection Deadline: Nov. 13, 2025
• Stalking Horse Identification Deadline: Nov. 19, 2025
• Stalking Horse Objection Hearing Deadline: Dec. 5, 2025
• Bid Deadline: Dec. 8, 2025
• Auction Date (if necessary): Dec. 10, 2025
• Global Objection Deadline: Dec. 12, 2025
• Sale Hearing: Dec. 12, 2025
• Outside Closing Deadline: Dec. 22, 2025