On October 13, 2026, the debtors in the Republic National Distributing Company, LLC chapter 11 cases filed an emergency motion at Docket No. 572 seeking authority for Debtor Republic National Distributing Company, LLC (DE) ("RNDC LLC") to consent to the sale of substantially all of the assets of its non-debtor Kentucky joint venture to KEG1 River City, LLC ("KEG1"). The same motion asks the Court to approve a settlement with Fifth Generation, the supplier of Tito's Handmade Vodka and Lalo Tequila.

Three days later, on October 16, 2026, the Debtors filed a second emergency motion at Docket No. 618. It seeks parallel authority for Debtor Republic National Distributing Company Michigan Holdings, LLC ("RNDC Michigan Holdings") to consent to the sale of the Michigan wine business and the equity of the Michigan authorized distribution agent business held by non-debtor RNDC-NWS, LLC and its subsidiaries. The purchasers are Great Lakes Wine & Spirits, LLC ("GLWAS"), Imperial Beverage Company ("Imperial") and Vintage Wine ("Vintage").

Both motions take the same legal position. Because the assets belong to non-debtor joint ventures, the Debtors submit that they are not property of the estates under section 541(a) and that the sales themselves do not require Court approval. The relief requested is limited to the Debtors' consent as members of the joint ventures and their performance of limited obligations under each asset purchase agreement, principally restrictive covenants and transition services. Both motions are set for hearing on October 22, 2026, at 9:00 a.m. (prevailing Central Time), alongside final approval of the disclosure statement and confirmation of the Debtors' plan.

Sources: Dkt. 572 ¶¶ 3, 5, 17; Dkt. 618 ¶¶ 3, 16 & n.5; Dkt. 621 at 1. Net proceeds figures are the Debtors' estimates and are subject to final supplier consents, purchase price true-ups and the other conditions described in the motions.

RNDC LLC owns 68.75% of Republic National Distributing Company, LLC, a Kentucky limited liability company ("RNDC Kentucky"). The motion identifies National Wine & Spirits, Inc., an Indiana corporation ("NWS"), as the other member. In Michigan, RNDC-NWS, LLC ("RNDC Michigan") is jointly owned by RNDC Michigan Holdings and NWS, and Docket No. 618 describes the Debtors' stake as a 50% interest.

Sources: Dkt. 572 ¶¶ 1, 15, 23; Dkt. 618 ¶ 1 n.3, ¶¶ 16, 26. The 31.25% figure is the arithmetic remainder of RNDC LLC's stated 68.75% interest.

Each motion states that the Debtor member's consent is required for the joint venture to sell substantially all of its assets, and each purchaser required that consent as a condition of its deal. In Kentucky, NWS also holds a consent right over any such sale and a right of first refusal on any sale of RNDC Kentucky's equity. Each purchaser further required the relevant Debtor to sign the asset purchase agreement in a limited capacity, comply with non-compete and related covenants, and provide transition services, chiefly IT infrastructure and support, on which the joint ventures have relied in the ordinary course.

The Debtors argue that they already have authority to give these consents in the ordinary course under sections 1107 and 1108 and section 363(c)(1), and that the Court may in any event grant the relief under section 105(a) and the business judgment standard of section 363(b). Docket No. 572 adds Bankruptcy Rule 9019 for the Fifth Generation settlement. Docket No. 618 adds section 365 and Bankruptcy Rule 6006 because it also seeks procedures to assume and assign executory contracts needed to provide transition services.

Sources: Dkt. 572 ¶¶ 1, 15, 17, 20, 22 & cover page; Dkt. 618 ¶¶ 1, 12, 14, 16, 19, 21 & cover page. Summaries of APA terms in the motions are stated to be for convenience; the APAs control.

KEG1 is the second buyer the Company pursued for the Kentucky joint venture. Before the petition date, the Company contacted more than 50 potential purchasers for its operations nationwide. Fourteen parties, including KEG1, expressed interest in Kentucky, signed confidentiality agreements and received diligence access, and six submitted indications of interest under various deal structures.

In May 2026 the Company signed a letter of intent with Breakthru Beverage Group, LLC ("Breakthru") over KEG1's competing proposal. According to Docket No. 572, Breakthru proposed an equity sale of the Company's interests in both the Kentucky and Indiana joint ventures, with NWS keeping its corresponding equity, and the Company chose it because it was anticipated to reduce supplier attrition and because it contemplated a going-concern sale of Indiana, reducing the likelihood of a wind-down there. It was also the only proposal NWS supported at that time. Breakthru had said it would not pursue a transaction if the Debtors filed for chapter 11, and it terminated the letter of intent after the July 26, 2026 filing.

The Company then re-engaged prior bidders and received three indications of interest, including KEG1's. The motion states that RNDC Kentucky chose KEG1 because the other parties ascribed materially lower value to RNDC Kentucky's distribution rights and to its real estate relative to appraised value.

Source: Dkt. 572 ¶¶ 1, 4, 11, 13–15.

KEG1 would acquire substantially all of RNDC Kentucky's business assets, including exclusive distribution rights for consenting suppliers, inventory, equipment and real property, and would assume specified liabilities. Cash, intellectual property and equity interests are among the excluded assets. The purchase price is a formula built on three fixed-dollar components, each adjusted by inventory, receivables and liability balances and subject to a post-closing true-up.

Source: Dkt. 572 ¶¶ 17, 22 & n.5.

Source: Dkt. 572 ¶ 17. The distribution rights base is reduced by gross-profit deductions for non-consenting brands; inventory, receivables, prepaid expenses and supplier liabilities are added or subtracted separately.

The Debtors expect approximately $30 million in net proceeds at or around closing on account of RNDC LLC's interest, subject to final supplier consents and after accounting for RNDC Kentucky's funded debt, transaction expenses, amounts to fund the orderly wind-down of the business and net proceeds to NWS.

KEG1's closing conditions include federal and state alcohol licenses for the territory, the Mandatory Supplier Consents and other scheduled consents, payoff letters for scheduled indebtedness, availability of KEG1's financing, and entry of an approval order that has not been stayed, vacated or modified without KEG1's consent. RNDC LLC agreed to use reasonable best efforts to obtain an order approving all estate-related aspects of the sale, including the release of any liens, including liens granted under any DIP order, affecting the acquired assets or RNDC LLC's equity in, or right to proceeds from, RNDC Kentucky. RNDC Kentucky provides indemnification for its representations, certain covenants and excluded liabilities.

The restrictive covenants under section 5.4 bar RNDC Kentucky and RNDC LLC from competing with the business in the territory for three years after closing, from recruiting or hiring transferred employees and from disparaging the purchaser. NWS agrees not to compete for one year. The Debtors state that because they are selling their remaining assets and winding down, the covenants will not materially burden the estates.

Both motions tie the requested timing to the DIP facility. Under the DIP Credit Agreement, the plan effective date or the closing of sale transactions for substantially all of the Debtors' assets must occur on or before October 29, 2026, unless the DIP Lenders agree otherwise, and the facility currently matures on that date unless extended. Based on forecasted liquidity, the Debtors state that the Kentucky sale must close by the week ending October 30, 2026, to maintain minimum liquidity. They expect to close on or before that date with the DIP Lenders' consent and intend to use the net proceeds to pay down the DIP New Money Loans and fund the cases through emergence.

Docket No. 618 adds that the DIP Lenders have required sale orders for substantially all of the Company's going-concern sales to be entered by the Confirmation Date as defined in the plan. Both motions state that the DIP Lenders support the transactions.

Sources: Dkt. 572 ¶¶ 16, 20, 27, 37, 48; Dkt. 618 ¶¶ 29, 45.

KEG1 has required the Debtors to provide transition services, such as IT infrastructure and support, for a limited period after closing. The motion states that the terms of the transition services agreement are still being negotiated, that the services will end no later than November 30, 2026, and that the expected net proceeds, together with any fees KEG1 pays under the agreement, will exceed the Debtors' cost of providing the services.

Fifth Generation is one of RNDC Kentucky's largest suppliers. Under the APA, approximately $7.8 million of the expected purchase price is tied to RNDC Kentucky's exclusive distribution of Tito's and Lalo, and KEG1 has also agreed to buy approximately $1.4 million of Tito's and Lalo inventory. Both depend on Fifth Generation approving the sale and appointing KEG1 as its distributor of record in Kentucky. The motion states that Fifth Generation is entitled to appoint another distributor in Kentucky, and that if it does, RNDC LLC would lose more than $6.3 million in expected net proceeds.

The Washington dispute predates the case. Before the petition date, Debtor Young's Market Company of Washington, LLC commenced arbitration over Fifth Generation's termination of the Debtors' exclusive right to distribute Tito's and Lalo in that state. Two proceedings are pending: Young's Market Company of Washington, LLC v. Fifth Generation, Inc. d/b/a Tito's Handmade Vodka, JAMS Arbitration Case No. 40897, and Republic National Distributing Company, LLC v. Lalo Spirits, LLC, AAA Arbitration Case No. 01-26-0004-5489.

The Debtors assert that both terminations were without cause and that they are entitled to fair-market-value compensation under the distribution agreements and Washington franchise law. Fifth Generation disputes the Tito's claim. According to the motion, it has effectively conceded that its termination of the Lalo rights was without cause.

Source: Dkt. 572 ¶¶ 24, 27, 42 & n.3. The asserted claims total approximately $23.7 million, of which the Tito's claim accounts for more than 94%, per the motion.

Fifth Generation told RNDC Kentucky and the Debtors that, without a consensual resolution of the Washington claims, it would not appoint KEG1 in Kentucky and would appoint a new distributor instead. The Debtors and Fifth Generation then negotiated for six weeks, exchanging multiple term sheets and drafts, toward a settlement that would also secure Fifth Generation's support for the Company's going-concern sales in both Kentucky and Michigan.

The Settlement Agreement, dated October 13, 2026, is between Republic National Distributing Company, LLC on one side and Fifth Generation, Inc., Fifth Generation Distilled Spirits Inc. (each a Texas corporation), Lalo Spirits, LLC (a Delaware limited liability company) and their affiliates on the other. Its material terms, as summarized in the motion, follow.

Source: Dkt. 572 ¶¶ 27, 29 & nn.7–9. The motion's summary is stated to be for convenience; the Settlement Agreement governs.

The Southern release was a condition Fifth Generation required for the settlement. Because Kirkland & Ellis LLP will not represent the Debtors in matters adverse to or related to Southern Glazer's, Porter Hedges LLP, as conflicts counsel and co-counsel, advised the Debtors on that release and negotiated the release agreement.

Source: Dkt. 572 ¶¶ 28, 42, 46.

The motion applies the Fifth Circuit's three-factor test from In re Age Refining, Inc., 801 F.3d 530 (5th Cir. 2015), as supplemented by In re Foster Mortgage Corp., 68 F.3d 914 (5th Cir. 1995). On probability of success, the Debtors point to the contested, fact-intensive question of whether the Tito's termination was for cause. On complexity and delay, they note that without a settlement the Debtors, or the litigation trustee contemplated under their plan, would need to prosecute two arbitrations to final award and potentially defend those awards. On arm's-length bargaining, they cite six weeks of exchanged term sheets and drafts and state that the cash consideration increased meaningfully during that process. They also argue that a full arbitration win would not replace the Kentucky value, because Fifth Generation has conditioned its appointment of KEG1 on a global resolution and KEG1 has indicated that Fifth Generation's support is critical to its willingness to proceed with the sale at all.

Docket No. 572 stated that the Debtors would seek relief for the Michigan sale through a separate motion. Docket No. 618 addresses the Michigan sale. The Michigan joint venture previously sold its "control" business to Martignetti in connection with the Debtors' control states sale, approved by the order at Docket No. 437. The transaction now proposed covers the wine distribution business, operated primarily through L&L Wine and Liquor, LLC, and the authorized distribution agent ("ADA") brokerage business held by NWS Michigan, LLC.

Prepetition, 14 parties, including GLWAS, expressed interest in some or all of the Michigan wine and ADA business; 13 signed confidentiality agreements and received diligence; five submitted indications of interest. After the petition date, three of those five reaffirmed their interest. Two proposals were materially better than the third, and the Company negotiated with both leading parties, exchanging multiple draft purchase agreements. Both improved their proposals during July and August 2026.

In late September 2026, the other leading bidder said it no longer wanted the wine business and would bid only for the ADA business, at a price the motion describes as materially lower than GLWAS's corresponding value. A transaction without the wine business would have left the Michigan joint venture to pursue a piecemeal sale of that business or to bear the cost of winding it down. The Company, in consultation with its advisors and NWS, concluded that the GLWAS proposal, together with Imperial and Vintage, was the only viable path, and the parties executed the APA on October 7, 2026.

Sources: Dkt. 572 ¶¶ 13–14, n.6; Dkt. 618 ¶¶ 1, 11–12 & n.4.

The Michigan transaction has three pieces. The Wine Purchasers would acquire the wine business assets, including exclusive distribution rights for consenting suppliers, inventory, equipment and other tangible personal property, allocated among them by a Designation Notice. GLWAS would acquire 100% of the equity of the ADA Entity. GLWAS would also acquire 50% of 13000 Investments LLC, a newly formed subsidiary of the joint venture that will hold the joint venture's owned real property in Livonia, Michigan.

Two internal steps precede closing. The ADA Entity distributes its equity in National Wine & Spirits, LLC up to the joint venture, and the joint venture contributes its owned real property in Escanaba, Michigan and certain leasehold interests to the ADA Entity. On the real estate side, simultaneously with, and conditioned on, the ADA Entity sale and the Wine Purchasers' cash payment, the joint venture distributes the remaining 50% of the real estate entity to the NWS member and an amount equal to the Livonia Real Estate Price to the RNDC member.

Source: Dkt. 618 ¶ 15; APA § 1.8 as summarized at Dkt. 618 ¶ 21. The formula adds inventory at laid-in cost times the applicable Inventory Factor and reimbursable dunnage deposits, and subtracts Closing Indebtedness, Closing Current Liabilities and Transaction Expenses. The Wine Purchasers also assume the Wine Business Assumed Liabilities. A post-closing true-up applies.

The Debtors expect approximately $20 million in net proceeds at or around closing on account of RNDC Michigan Holdings' 50% interest, after the joint venture's funded debt, transaction expenses and amounts reserved to wind down the wine business. They estimate that RNDC Michigan Holdings may receive approximately $10 million more depending on the Company's ability to address the funded debt of Republic National Distributing Company of Indiana, LLC (the "Indiana JV"). RNDC Michigan, the ADA Entity, National Wine & Spirits, LLC and L&L are obligors on that debt.

RNDC Michigan Holdings and NWS sign the APA only for section 1.6(c) (distribution of the remaining Livonia interests and proceeds), section 5.4 (restrictive covenants), section 5.16 (member support), section 7.1(d) (fiduciary obligations) and article IX. Under the member support provisions, both agree to vote in favor of the transaction, not to prevent, delay or impair it, and to cooperate in obtaining required consents.

The Wine Purchasers' closing conditions include supplier approvals from wine business suppliers representing at least 90% of sales volume in dollars for the year ended December 31, 2025, and, for GLWAS, approvals from ADA business suppliers representing at least 70% of ADA revenue for the twelve months ended July 31, 2026. They also include payoff letters and lien releases (including UCC-3 terminations), executed deeds for the Escanaba and Livonia properties, a side letter on certain ADA Entity obligations, and an approval order reasonably acceptable to each Wine Purchaser.

The sellers' conditions mirror the Kentucky approach on the order. The approval order must cover the RNDC member's exercise of its governance rights, its participation in the transaction, the release of any liens or claims (including any DIP liens) affecting its equity in or proceeds from the joint venture, and its performance of the transaction documents. If the order requires a material change to the APA, the APA may be modified by written agreement or terminated by the RNDC member or the Wine Purchaser Representative, depending on which side's condition is affected.

Transition services work differently than in Kentucky. A transition services agreement is a purchaser closing condition only if closing would otherwise occur on or before November 13, 2026. After that date, the Wine Purchasers must close without one. To the extent services are required, they end no later than November 30, 2026, and the motion states the terms and scope are still being negotiated.

Assumption and assignment of Designatable Contracts

Docket No. 618 also asks for authority to assume and assign to the purchasers any of the Debtors' executory contracts needed to provide transition services that the purchasers later designate, subject to the Debtors' reasonable consent. The Designation Rights Period ends at the earlier of 5:00 p.m. CT on the 90th day after closing or the termination of the applicable transition services. For each designated contract, the Debtors would serve and file a Cure Notice; counterparties would have 14 days after service to object, and a counterparty that does not timely object would be deemed to consent and bound by the scheduled cure amount. The applicable purchaser bears all cure costs and may remove a contract before the assignment effective date or if finally determined cure costs exceed the scheduled amount. Contracts not designated or assumed during the period, or designated as excluded, could be rejected in the Debtors' sole discretion. The Debtors cite the purchasers' histories as Michigan distributors of wine, beer and spirits as adequate assurance of future performance.

Sources: Dkt. 618 ¶¶ 19, 21, 28, 31–44.

The notice of hearing at Docket No. 621 sets five matters before Judge Christopher M. Lopez on October 22, 2026, at 9:00 a.m. in Courtroom 402, 515 Rusk Street, Houston: final approval of the Amended Disclosure Statement (Docket No. 371), confirmation of the First Amended Joint Chapter 11 Plan (Docket No. 369), the Debtors' motion to approve a private sale of certain assets in Alaska and Washington (Docket No. 524), and Docket Nos. 572 and 618.

Both motions ask the Court to find that notice satisfies Bankruptcy Rule 6004(a) and to waive the 14-day stays under Bankruptcy Rules 6004(h) and 4001(a)(4). Docket No. 618 also seeks waiver of the Rule 6006(d) stay for any later assumption and assignment of designated contracts. The Court has not ruled on either motion, and the terms described in this report remain subject to the Court's approval, any objections and any amendments to the underlying agreements.

Sources: Dkt. 572 ¶¶ 20, 22, 29, 37, 48–49; Dkt. 618 ¶¶ 19, 21, 29, 46; Dkt. 621 at 1–2.