STALKING HORSE TERMS & CONDITIONS OF SALE
In re: Carolina’s Contracting, LLC
U.S. Bankruptcy Court, Middle District of North Carolina — Case No. 25-50284
Chapter 11 §363 Auction Sale

1. NATURE OF THE SALE

This sale is being conducted under Chapter 11 of the United States Bankruptcy Code and is subject to approval and confirmation by the United States Bankruptcy Court for the Middle District of North Carolina. The sale is a “stalking horse” auction, meaning the Debtor has executed an Asset Purchase Agreement with an initial buyer (the “Stalking Horse Bidder”), and that agreement establishes the floor price and baseline terms against which all competing bids will be measured. The sale is open to qualified competing bidders pursuant to the procedures set forth herein.

2. STALKING HORSE BIDDER & OPENING BID

The Stalking Horse Bidder is Southern Resolution Services, LLC, a Tennessee limited liability company. The opening bid established by the Stalking Horse Bidder under the Asset Purchase Agreement is Two Million Four Hundred Twenty Seven Thousand Eight Hundred Seventy Dollars ($2,427,870.00) for the assets identified in Amended Exhibit A to the Amended Motion to Sell. The Asset Purchase Agreement governs the terms of the sale and remains controlling in the event of any inconsistency with these Terms.

3. ASSETS BEING SOLD

The assets being sold (the “Sale Assets”) consist of certain construction equipment, machinery, and related survey and GPS electronics owned by the Debtor, as specifically described in the equipment listing published with these Terms. The sale does NOT include cash, accounts receivable, retainage, contract claims, causes of action, or any other assets of the Debtor not specifically identified in the equipment listing. All Sale Assets will transfer to the successful bidder free and clear of all liens, claims, encumbrances, and other interests pursuant to 11 U.S.C. §363(f), with such interests attaching to the proceeds of the sale.

4. SALE “AS-IS, WHERE-IS, WITH ALL FAULTS”

ALL SALE ASSETS ARE BEING SOLD “AS-IS, WHERE-IS, AND WITH ALL FAULTS.” The Debtor, the Stalking Horse Bidder, and Iron Horse Auction Company, Inc. make no representations or warranties of any kind, express or implied, including but not limited to any warranty of merchantability or fitness for a particular purpose. Descriptions, hours, serial numbers, and condition information are believed to be accurate but are not guaranteed. Bidders are expected to inspect the Sale Assets and conduct their own due diligence prior to bidding. By submitting a bid, the bidder acknowledges that the bidder has either personally inspected the Sale Assets, hired an agent to do so, or knowingly waived the right to inspect. 

5. BIDDER QUALIFICATION (“ACCEPTABLE BIDDER” STATUS)

To participate in the auction, a prospective bidder must be qualified by the Debtor as an “Acceptable Bidder.” To qualify, a prospective bidder must deliver the following to Iron Horse Auction Company, Inc. (“Iron Horse”) on or before 3:00 PM EST on Monday, June 15, 2026:

A cash deposit or certified funds in the amount of $50,000.00, payable as directed by Iron Horse and held in a separate FDIC-insured bank account approved as a designated depository in bankruptcy matters;

Written evidence reasonably satisfactory to the Debtor establishing the prospective bidder’s financial ability to consummate the sale in a timely manner if the bidder becomes the Highest Bidder; and

Such other information as Iron Horse, the Debtor or Debtor’s counsel may reasonably request to verify the bidder’s identity, financial capacity, and good faith.

The Stalking Horse Bidder is automatically deemed an Acceptable Bidder. Deposits of prospective bidders not designated as Acceptable Bidders, or who are not the Highest Bidder, will be returned within three (3) business days following the auction date, in accordance with the Sale and Auction Procedures Order.

6. COMPETING BID DEADLINE

All competing upset bids and bidder qualification materials must be received by the Debtor’s counsel no later than 3:00 PM EST on Monday, June 15, 2026 (the “Competing Bid Deadline”). Submissions received after the Competing Bid Deadline will not be considered. The Bankruptcy Court retains the authority to resolve any disputes regarding Acceptable Bidder status.

7. BID INCREMENTS

Bidding increments are as follows:

Initial Acceptable Upset Bid: must be in an amount equal to or greater than $100,000.00 above the Stalking Horse Bid of $2,427,870.00 (i.e., minimum opening upset of $2,527,870.00).

Subsequent Upset Bids: each subsequent bid must exceed the previous Acceptable Upset Bid by at least $10,000.00.

Each Acceptable Upset Bid must be a bid to purchase all of the Sale Assets under the same terms and conditions as the Asset Purchase Agreement, except as to price.

8. AUCTION

The auction will be conducted on Thursday, June 18, 2026 beginning at 12:00 Noon EST. The auction will be conducted as an internet bid sale, with a physical location to be announced prior to the auction date for any Acceptable Bidder electing to attend in person. Iron Horse Auction Company, Inc. will conduct the auction in accordance with the Sale and Auction Procedures Order entered by the Bankruptcy Court.

The bidder submitting the highest Acceptable Upset Bid at the conclusion of the auction will be designated the “Highest Bidder.” The bid of the Highest Bidder shall remain open and irrevocable through the Sale Confirmation Hearing and, if approved, through the closing date.

9. HIGHEST BIDDER DEPOSIT

Within the time set forth in the Sale and Auction Procedures Order, the Highest Bidder must deliver to the Auctioneer an additional deposit equal to ten percent (10%) of the Highest Bidder’s total bid amount, less any earnest money already on deposit. The deposit must represent good funds and must be submitted by Noon on the third (3rd) day prior to the Sale Confirmation Hearing (or as otherwise specified in the Sale and Auction Procedures Order). Failure to timely deliver the required deposit will result in the next-highest Acceptable Upset Bid being deemed the Highest Bidder.

10. SALE CONFIRMATION HEARING

The Sale Confirmation Hearing (also referred to as the “Final Hearing”) is currently scheduled for Wednesday, June 24, 2026 before the Honorable Lena M. James, U.S. Bankruptcy Judge, at the United States Bankruptcy Court, 601 W. 4th Street, Winston-Salem, North Carolina 27101. At the Final Hearing, the Bankruptcy Court will consider entry of a Sale Order approving the sale to the Highest Bidder and confirming that the Sale and Auction Procedures Order has been followed. The sale is not final until and unless approved by the Bankruptcy Court.

11. ABSOLUTE SALE — NO POST-AUCTION UPSET BIDS

The auction shall be an absolute sale. The bid of the Highest Bidder is not subject to any further upset bid after the close of the auction or at the Sale Confirmation Hearing. The Debtor will request that the Bankruptcy Court waive the stays provided under Bankruptcy Rules 6004(h) and 6006(d) so that the sale may close immediately upon entry of the Sale Order.

12. CLOSING

Closing shall occur within ten (10) days after entry of the Sale Order, unless otherwise ordered by the Bankruptcy Court. At closing, the Highest Bidder shall pay the balance of the purchase price in immediately available funds, and the Debtor shall deliver a Debtor-in-Possession Bill of Sale, certificates of title (where applicable), and such other instruments of conveyance as are reasonably necessary to vest title in the Highest Bidder, free and clear of all liens, claims, and encumbrances pursuant to 11 U.S.C. §363(f).

13. BREAKUP FEE

If the Stalking Horse Bidder is not the successful bidder as a result of an Acceptable Upset Bid, the Stalking Horse Bidder shall be paid at closing a Breakup Fee equal to three percent (3%) of the final purchase price. The Breakup Fee compensates the Stalking Horse Bidder for time, expense, and due diligence undertaken to establish the floor price and is approved as an administrative expense claim under 11 U.S.C. §§503(b) and 507(a)(1). The Stalking Horse Bidder is not entitled to the Breakup Fee if it is the ultimate purchaser.

14. TAXES, FEES & TRANSFER COSTS

The Highest Bidder is responsible for all sales, use, transfer, recording, registration, and similar taxes and charges arising from the sale to the extent imposed by applicable law on the buyer. Each party will bear its own attorneys’ fees and costs. The Highest Bidder is responsible for all costs of removal, transportation, and any post-closing storage of the Sale Assets.

15. INSPECTION & DUE DILIGENCE

Equipment locations are confidential and will be disclosed only to qualified prospective bidders upon execution of a non-disclosure agreement and approval as an Acceptable Bidder. Inspections are by appointment only. To request a due diligence package, schedule an inspection, or obtain copies of the Asset Purchase Agreement, the Sale and Auction Procedures Order, or related court filings, contact Iron Horse by email at [email protected] or [email protected].

16. AUCTIONEER

The auction is being conducted by Will Lilly of Iron Horse Auction Company, Inc., 174 Airport Road, Rockingham, North Carolina, pursuant to authority granted by the Bankruptcy Court. The Auctioneer’s compensation is set forth in the Court’s order authorizing Iron Horse’s employment and is paid by the bankruptcy estate, not by the Highest Bidder.

17. DISPUTE RESOLUTION & JURISDICTION

The United States Bankruptcy Court for the Middle District of North Carolina retains exclusive jurisdiction to resolve all disputes arising from or relating to the auction, the Asset Purchase Agreement, the Sale and Auction Procedures Order, or these Terms. By submitting a bid, each bidder consents to the exclusive jurisdiction of the Bankruptcy Court and waives any objection to venue therein.

18. GOVERNING DOCUMENTS

These Terms are a summary intended to assist prospective bidders. In the event of any inconsistency between these Terms and (a) the Asset Purchase Agreement, (b) the Amended Motion to Sell (Doc 379), (c) the Sale and Auction Procedures Order entered by the Bankruptcy Court, or (d) any subsequent order of the Bankruptcy Court, the controlling court documents shall govern. Prospective bidders are urged to review those documents in full prior to participating in the auction.

19. RESERVATION OF RIGHTS

The Debtor reserves the right, subject to Bankruptcy Court approval, to modify these Terms and the Sale and Auction Procedures up to and including the time of the Sale Confirmation Hearing if circumstances warrant. The Debtor and Iron Horse Auction Company, Inc. reserve the right to reject any bid that does not comply with these Terms or the Sale and Auction Procedures Order, and to require additional information from any prospective bidder as a condition of qualification.

CONTACT INFORMATION

Auction Manager:

Will Lilly | Iron Horse Auction Company, Inc. | 704.985.9300

Debtor’s Counsel & Due Diligence:

Charles M. Ivey, III | Dirk W. Siegmund

Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP

305 Blandwood Avenue, Greensboro, NC 27401 | 336.274.4658

[email protected] | [email protected]

All items in this auction are selling “AS-IS, WHERE IS” with all faults, if any. The sale is conducted pursuant to 11 U.S.C. §363 and is subject to confirmation by the U.S. Bankruptcy Court for the Middle District of North Carolina. Iron Horse Auction Company, Inc. makes no representations or warranties, expressed or implied, concerning the items being sold. Descriptions of the items are believed to be correct, but are not guaranteed. It is the Buyer’s responsibility to conduct any inspections prior to the auction. All due diligence periods end the date the auction is scheduled to end and prior to the end of the auction. It is possible that the property being sold is subject to local, state and federal regulatory authorities and it is the Buyer’s responsibility to ascertain if they are subject to regulation and permitting. Iron Horse Auction Company, Inc. has attempted to find or locate all information deemed material facts. Ultimately, it is the Buyer’s responsibility to inspect all aspects of the items before placing a bid. No sale shall be invalidated by the Buyer as a result of he/she not conducting their own inspection prior to placing a bid or doing due diligence. It is automatically acknowledged by placing a bid that you have personally inspected the property, hired an agent to inspect the property, or waived your right to inspect the property. Title to all assets shall transfer free and clear of liens, claims, and encumbrances pursuant to 11 U.S.C. §363(f), with such interests attaching to the proceeds of sale