ACW Flex Pack, LLC
and its affiliated debtors and debtors in possession
US Bankruptcy Court for the Northern District of Illinois (Eastern Division)
Honorable David D. Cleary
Phoenix Converting, Inc., et al., Case No. 26-11935 (Lead Case)
| Valley Packaging Supply Co., Inc. | Case No. 26-11940 |
| PCG/SPT Holdings, Inc. | Case No. 26-11942 |
| Advanced Converting Works, Inc. | Case No. 26-11944 |
| Advanced Converting Works Holdings, LLC | Case No. 26-11948 |
| ACW Flex Pack Management, Inc. | Case No. 26-11945 |
| ACW Flex Pack, LLC | Case No. 26-11941 |
SUMMARY TIMELINE:
| Bid Deadline for Qualified Bids and Deposits: | 4:00 p.m. (prevailing Central Time), October 12, 2026 |
| Auction: | 10:00 a.m. (prevailing Central Time), October 15, 2026 |
| Auction Location: | SC&H Capital 500 West Madison St., Suite 1000 Chicago, Illinois 60661 |
| Sale Objection Deadline: | 5:00 p.m. (prevailing Central Time), October 19, 2026 |
| Sale Hearing: | October 21, 2026 at 11:00 a.m. (prevailing Central Time) Dirksen Federal Building 219 S. Dearborn Street, Courtroom 644 Chicago, Illinois 60604 |
| Closing: | Closing will take place as promptly as possible after entry of a sale order by the Bankruptcy Court, but no later than October 26, 2026 (Prevailing Bid Closing Date) or, if applicable, October 30, 2026 (Back-Up Bidder Closing Date) |
THE SALE ASSETS:
The Debtors are offering for sale all, or substantially all, of their assets (the “Sale Assets”), which together comprise a flexible packaging converting platform operating from the following locations:
The Debtors will consider bids for all or substantially all of the Sale Assets and, in their reasonable discretion (after conferring with representatives of its lender and the Official Committee of Unsecured Creditors, i.e., the “Consultation Parties”), bids for any combination of the Sale Assets, including assets included in the stalking horse bid, in connection with the Auction.
STALKING HORSE BID:
The Debtors have designated the following stalking horse bid in connection with the sale of the Sale Assets:
The Bankruptcy Court has approved the following bid protections in favor of the Stalking Horse: (i) a Minimum Overbid of $300,000; (ii) Minimum Bid Increments of no less than $25,000; and (iii) an Expense Reimbursement of up to $200,000 (subject to review by the Court).
SC&H Capital is soliciting bids to compete with the Stalking Horse. Parties interested in submitting a Qualified Bid should submit a mark-up of the form asset purchase agreement (the “Form APA”) attached as Exhibit B to the Sale Procedures Order, a copy of which is in the virtual data room, , along with a deposit of 10% of the bid. In marking up the Form APA, bidders are encouraged to refer to the Stalking Horse APA for guidance on what terms may be acceptable to the Debtors. Parties should recognize that any material deviations from the terms of the Stalking Horse APA may render any competing bid to be deemed unqualified. Please note that a minimum Qualified Bid (topping bid) will be $7,800,000, which includes the Minimum Overbid of $300,000.
BIDS FOR LESS THAN ALL OF THE SALE ASSETS:
Parties interested in submitting a Qualified Bid for any combination of the Sale Assets that is less than all or substantially all of the Sale Assets should also submit a mark-up of the Form APA but recognize that such partial acquisition, standing alone, may not be higher and better than the Stalking Horse APA along with a deposit in the amount of 10% of the bid.
CANCELLATION OF THE AUCTION:
In the event the Stalking Horse is the only Qualified Bidder, or the Debtors receive one or more Qualified Bids that the Debtors in their reasonable discretion (after conferring with the Consultation Parties) do not believe to be higher or otherwise better than the Stalking Horse bid, the Debtors have the right, but not the obligation, to cancel the Auction and proceed directly to the Sale Hearing to seek entry of an order approving the Stalking Horse APA.
ASSUMPTION AND ASSIGNMENT OF CONTRACTS AND LEASES:
On September 29, 2026, the Debtors served an Assumption and Cure Notice on counterparties to executory contracts and unexpired leases that the Debtors may seek to assume and assign in connection with the sale, setting forth the applicable cure amounts. Objections to a cure amount or to the proposed assumption and assignment (on grounds other than adequate assurance of future performance) must be filed and served on or before 5:00 p.m. (prevailing Central Time) on October 19, 2026. Objections based on adequate assurance, or based on the Supplemental Assumption and Cure Notice to be circulated on the business day following the Auction, may be asserted at the Sale Hearing.
This Notice is subject to the fuller terms and conditions of the Sale Procedures Order and the Approved Bidding Procedures attached thereto, which shall control in the event of any conflict, and the Debtors encourage parties-in-interest to review such documents in their entirety. A copy of the Sale Procedures Order, the Approved Bidding Procedures, the Stalking Horse APA, the Form APA, and this notice of auction have been uploaded to the virtual data room and are available from the Debtors’ Investment Banker.
If you intend to bid, please do not rely on this summary; we strongly advise that you read the entire contents of the Approved Bidding Procedures. For a complete information package, please contact the Debtors’ Investment Banker:
| Michael Fixler Managing Director (312) 374-6011 [email protected] |
Michael Gorman Principal (410) 988-1382 [email protected] |
| Michael Hanlon Vice President (571) 451-8457 [email protected] |
Clark Turek Analyst II (773) 666-4523 [email protected] |
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