Groff Tractor Mid Atlantic, LLC and its affiliated companies filed an emergency motion in the U.S. Bankruptcy Court for the Northern District of Texas on October 31, 2025, seeking approval of comprehensive bidding procedures for the sale of substantially all their assets, including an unusual proposal to create a three-member "Restructuring Committee" with a tie-breaking vote mechanism to determine the winning bidder.
The motion, filed in Case No. 25-90010 just 17 days after the companies' October 14, 2025 bankruptcy filing, proposes an expedited sale timeline culminating in a December 18, 2025 sale hearing. The debtors—Groff Tractor Mid Atlantic, LLC (GTMA), Dealer 2023, LLC, and Groff Tractor Holdings, LLC—operate CASE® brand construction equipment dealerships across New Jersey, Delaware, Maryland, and Pennsylvania.
"The consummation of value-maximizing sales of the Debtors' assets is the cornerstone of these Chapter 11 Cases," the debtors stated in their motion. "The success of these Chapter 11 Cases, in some respects, depends on a swift, thorough, value-enhancing sale process with the engaged participation of key stakeholders in the Debtors' chapter 11 estates."
Restructuring Committee Structure
The debtors propose establishing a Restructuring Committee consisting of three members: David Rex (the debtors' prepetition manager), Michael Juniper (the debtors' Chief Restructuring Officer), and Robin Phelan, who would serve as a tie-breaking member if Rex and Juniper disagree on which bid represents the highest or otherwise best offer.
Under the proposed procedures, each qualified bid would be independently reviewed by Rex and Juniper. If both agree on the same bid as the best offer, that determination would constitute a proper exercise of the debtors' business judgment. However, if they identify different bids as superior, Phelan would cast the deciding vote.
"The Restructuring Committee process enhances the transparency, neutrality, and integrity of the bid selection process," the motion states. "By requiring consensus between the Debtors' Chief Restructuring Officer and former manager—or, failing that, a final determination by an independent third member—the proposed process ensures that selection of the Successful Bid is free from bias or undue influence."
Timeline and Bidding Structure
The proposed bidding procedures establish a compressed timeline designed to maximize value while maintaining operational stability:
- November 10, 2025: Bidding Procedures Hearing at 9:30 a.m. (CT)
- November 17, 2025: Deadline for non-binding letters of intent
- December 1, 2025: Deadline to designate stalking horse bidder(s)
- December 12, 2025: Final bid deadline (5:00 p.m. CT)
- December 15, 2025: Auction, if necessary
- December 18, 2025: Sale Hearing
The bidding procedures allow for both comprehensive bids for all assets and "Partial Bids" for specific business locations or asset groups. Qualified bidders must submit a 10% good faith deposit and demonstrate financial capability to close the transaction.
The debtors have requested authority to designate one or more "stalking horse" bidders—entities that would set a floor price for the auction in exchange for certain protections. These protections would be capped at 2.5% of the cash purchase price as a breakup fee, plus up to $50,000 in expense reimbursement.
Bid protections are a normal and necessary component of significant sales in chapter 11, the motion argues. It cites case law for the presumption that break-up fees and other forms of bidding protections may be legitimately necessary to convince a "white knight" to enter the bidding by providing some form of compensation for the risks it is undertaking.
Pre-Bankruptcy Marketing Efforts
Prior to filing for bankruptcy, the debtors engaged TM Capital as their investment banker to commence a solicitation process for sale of their assets. The motion indicates that the debtors solicited indications of interest from "half a dozen or more parties" before the bankruptcy filing.
"Fortunately, prior to the Petition Date, the Debtors engaged TM Capital—the Debtors' proposed investment banker—to commence a solicitation process for a sale of the Debtors' assets," the motion states. "Accordingly, even prior to the filing of this Motion, and prior to the Petition Date, the Debtors and their advisors commenced the Marketing Process and have solicited indications of interest from a half dozen or more parties."
The debtors believe the bankruptcy filing will "spur additional interest from additional potential bidders" and allow interested parties to submit improved offers.
Business Operations and Assets
The debtors market and sell CASE® brand construction equipment, parts, and products while providing repair and maintenance services pursuant to dealer agreements. They also market and sell other branded construction equipment and related services. The company's operations span multiple mid-Atlantic states, with dealership locations throughout New Jersey, Delaware, Maryland, and Pennsylvania.
Contract Assumption and Assignment
The bidding procedures also establish processes for assuming and assigning executory contracts and unexpired leases. The debtors plan to file a "Cure Notice" by November 10, 2025, identifying contracts that may be assumed and assigned, along with proposed cure costs.
Contract counterparties will have until December 1, 2025, to object to proposed cure costs or raise concerns about adequate assurance of future performance. The motion seeks to override anti-assignment provisions in contracts under section 365(f) of the Bankruptcy Code, which allows debtors to assign contracts despite contractual restrictions.
Any party holding preferential purchase rights, rights of first refusal, or similar provisions must object by the December 1 deadline or be forever barred from asserting such rights.
Legal Standards and Business Justification
The motion cites well-established legal precedents supporting the proposed sale process. Under section 363(b) of the Bankruptcy Code, courts approve sales outside the ordinary course of business if the debtor demonstrates "some articulated business justification," as established in the Fifth Circuit's decision in In re Continental Air Lines.
"The Debtors have a sound business justification for selling the Debtors' businesses and assets pursuant to a competitive-bidding process consistent with the Bidding Procedures," the motion argues. "Based upon an analysis of the Debtors' ongoing business, the Debtors concluded that a sale of the Debtors' businesses and assets pursuant to a competitive-bidding process... would likely be the best way to maximize recoveries for creditors."
The debtors assert that the tight timeline is necessary to preserve going-concern value and maintain operational cashflow. "Moreover, the tight timeline proposed by this Motion and the Bidding Procedures ensures that the Debtors' cashflow is able to sustain operations that maximize the value of the Debtors' going concern business," the motion states.
Credit Bidding Rights
The bidding procedures explicitly preserve credit bidding rights for secured creditors. Under section 363(k) of the Bankruptcy Code, parties holding valid and perfected security interests may bid the value of their claims rather than submitting cash. The procedures stipulate that every dollar of a credit bid must be treated equally with cash bids, and credit bids cannot be considered inferior solely because they involve debt offset rather than cash payment.
However, credit bidders must still provide sufficient cash consideration to satisfy any breakup fee owed to a stalking horse bidder and must pay, assume, or satisfy all obligations secured by senior liens on the applicable assets.
Auction Procedures
If the debtors receive two or more qualified bids, they will conduct an auction on December 15, 2025, at the offices of Bonds Ellis Eppich Schafer Jones LLP in Fort Worth, Texas, with virtual participation available. The auction will be conducted openly, with all qualified bidders entitled to see competing bids and know the identity of other bidders.
The procedures allow for multiple "sub-auctions" if partial bids are received for different asset groupings. After completing sub-auctions, the debtors may conduct a final auction for all assets on a consolidated basis and then compare results to determine whether selling in pieces or as a whole generates better value.
The starting bid would be the highest or best qualified bid as determined by the debtors in consultation with the Consultation Parties. Bid increments and topping requirements would be determined by the debtors in their reasonable business judgment, subject to M&T's consent.
Good Faith Purchaser Protections
The motion seeks a determination that any successful bidder would qualify as a "good faith purchaser" under section 363(m) of the Bankruptcy Code, which protects buyers from having a sale unwound on appeal. The debtors argue that the competitive bidding process, coupled with court approval after notice and hearing, demonstrates the good faith nature of any resulting transaction.
"The Bidding Procedures are designed to produce a fair, transparent, and competitive bidding process," the motion states. "All parties in interest will have an opportunity to evaluate and object, if necessary, to any particular party's conduct or the satisfaction of the requirements of section 363(m) of the Bankruptcy Code."
Emergency Consideration Requested
The debtors requested emergency consideration of the motion under Local Rule 9013-1, seeking a hearing on November 10, 2025. They argue that immediate approval is necessary given the tight timeline and the November 17, 2025 deadline for letters of intent—a date that would fall after a standard 24-day notice period.
"To get the Bidding Procedures underway, and to commence the postpetition Marketing Process in earnest, the Debtors require Court approval of the Bidding Procedures," the motion states. "Accordingly, the Debtors respectfully request that the Court approve the relief requested in this motion on an emergency basis."
The chapter 11 cases are being jointly administered under Case No. 25-90010 before the Honorable Edward L. Morris in the Fort Worth Division of the U.S. Bankruptcy Court for the Northern District of Texas. The debtors are represented by Bonds Ellis Eppich Schafer Jones LLP.
No trustee, examiner, or statutory committee of creditors has been appointed in the cases as of the motion's filing date.
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