Case 15-10373-KJC Doc 41 Filed 02/26/15 Page 1 of 4 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: PRONERVE HOLDINGS, LLC, et al.,1 Debtors. ) ) ) ) ) ) ) ) ) ) Chapter 11 Case No. 15-10373 (KJC) (Jointly Administered) Related Docket Nos.: 16, 17, and 38 Hearing Date: 3/11/2015 at 11:00 a.m. (ET) Objection Deadline: 3/10/2015 at 12:00 p.m. (ET) NOTICE OF BID PROCEDURES HEARING PLEASE TAKE NOTICE that, on February 24, 2015, the above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed the (i) Debtors’ Motion for Entry of (A) a Bidding Procedures Order (I) Approving the Bidding Procedures, (II) Ratifying the Sellers’ Entry into the Stalking Horse Agreement, (III) Authorizing the Payment of Stalking Horse Protections, (IV) Setting the Dates for the Bid Deadline, Auction (if Needed) and Sale Approval Hearing, (V) Establishing Notice Procedures and Approving Forms of Notice, (VI) Approving Procedures Related to the Assumption and Assignment of Executory Contracts and Unexpired Leases and (VII) Authorizing the Sellers to File the Confidential Schedules Under Seal; and (B) a Sale Order (I) Approving the Sale of the Sellers’ Assets Outside the Ordinary Course of Business, (II) Authorizing the Sale Free and Clear of all Liens, Claims and Interests, (III) Approving the Stalking 1 The Debtors, together with the last four digits of each Debtor’s federal tax identification number, are: ProNerve Holdings, LLC (1653); ProNerve, LLC (2155); Boulder Intraoperative Monitoring, LLC (9147); Colorado Intraoperative Monitoring, LLC (5837); Denver South Intraoperative Monitoring, LLC (3164); Eugene Intraoperative Monitoring, LLC (0718); ProNerve Technologies, LLC (1814); Riverside Intraoperative Monitoring, LLC (6963); and Topeka Intraoperative Monitoring, LLC (6151). The location of the Debtors’ corporate headquarters and the service address for all Debtors is 7600 E. Orchard Road, Suite 200 N, Greenwood Village, Colorado 80111. #32700580 v1 Case 15-10373-KJC Doc 41 Filed 02/26/15 Page 2 of 4 Horse Agreement; (IV) Approving the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; and (V) Granting Related Relief [Docket No. 16] (the “Sale Motion”); and (ii) Debtors’ Motion for Order Expediting Consideration of, and Shortening the Notice Period Applicable to, the Bid Procedures and Bid Protections Component of Debtors’ Sale Motion [Docket No. 17] (the “Motion to Shorten Notice”). PLEASE TAKE FURTHER NOTICE that, on February 26, 2015, following a hearing to consider the Motion to Shorten Notice, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) entered the Order Expediting Consideration of, and Shortening the Notice Period Application to, the Bid Procedures and Bid Protections Component of Debtors’ Sale Motion [Docket No. 38] (the “Order Shortening Notice”). Copies of the Sale Motion, the Motion to Shorten Notice and the Order Shortening Notice are served upon you herewith. PLEASE TAKE FURTHER NOTICE that, pursuant to the Order Shortening Notice, a hearing to consider solely the bidding, auction process, and related procedural aspects (the “Bid Procedures”) of the Sale Motion will be held on March 11, 2015 at 11:00 a.m. (Eastern Time) before the Honorable Judge Kevin J. Carey, United States Bankruptcy Judge, in the Bankruptcy Court, 824 N. Market Street, 5th Floor, Courtroom #5, Wilmington, Delaware 19801. PLEASE TAKE FURTHER NOTICE that any objection or other response (collectively, “Objections”) to the entry of an order approving the Bid Procedures must be filed on or before March 10, 2015 at 12:00 p.m. (noon) (Eastern Time) (the “Objection Deadline”) with the Clerk of the Bankruptcy Court, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801. At the same time, you must serve a copy of the Objection upon the following parties so -2#32700580 v1 Case 15-10373-KJC Doc 41 Filed 02/26/15 Page 3 of 4 as to be actually received on or before the Objection Deadline: (i) proposed co-counsel to the Debtors, McDermott Will & Emery LLP, 340 Madison Avenue, New York, New York 101731922 (Attention: Timothy W. Walsh and Darren Azman); (ii) proposed co-counsel to the Debtors, Pepper Hamilton LLP, Hercules Plaza, Suite 5100, 1313 Market Street, P.O. Box 1709, Wilmington, Delaware 19899-1709 (Attention: Donald J. Detweiler and John H. Schanne); (iii) the Office of the United States Trustee for the District of Delaware, 884 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801 (Attention: Tiiara N.A. Patton); (iv) counsel to SpecialtyCare IOM Services, LLC, Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York, 10153 (Attention: Debra Dandeneau); and (v) any proposed counsel to any official committee appointed in these Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code. IF YOU FAIL TO RESPOND TO THE SALE MOTION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE BID PROCEDURES COMPONENT OF THE SALE MOTION WITHOUT FURTHER NOTICE OR OPPORTUNITY FOR A HEARING. Dated: February 26, 2015 Wilmington, Delaware Respectfully submitted, /s/ John H. Schanne II PEPPER HAMILTON LLP Donald J. Detweiler (DE No. 3087) John H. Schanne II (DE No. 5260) Hercules Plaza, Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, Delaware 19899-1709 Telephone: (302) 777-6500 Facsimile: (302) 421-8390 Email: [email protected] [email protected] -and-3- #32700580 v1 Case 15-10373-KJC Doc 41 Filed 02/26/15 Page 4 of 4 MCDERMOTT WILL & EMERY LLP Timothy W. Walsh (admitted pro hac vice) Darren Azman (admitted pro hac vice) 340 Madison Avenue New York, New York 10173-1922 Telephone: (212) 547-5400 Facsimile: (212) 547-5444 Email: [email protected] [email protected] Proposed Counsel to the Debtors and Debtors in Possession -4#32700580 v1