PUBLIC NOTICE OF 363 SALE: Praesum Healthcare Services, LLC

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA WEST PALM BEACH DIVISION

In re: Praesum Healthcare Services, LLC, Case No. 25-19335-EPK

(Jointly Administered)

Debtors. Chapter 11
_________________________________/__________________________________

Re: Praesum Healthcare Services, LLC, et al. – Proposed Auction Procedures for the Sale of Assets1

Case No. 25-19335-EPK

This letter sets forth the proposed auction procedures (the “Auction Procedures”) for the sale of certain assets of Praesum Healthcare Services, LLC and its twenty-seven (27) affiliated debtors (collectively, the “Debtors”), pursuant to section 363 of the Bankruptcy Code and subject to approval of the United States Bankruptcy Court.

1. Sale Process, Assets Included, Auction Submission Date, and Auction Time
The Debtors intend to conduct a competitive sale process to solicit the highest and best offer(s) for the purchase of the Debtors’ assets (the “Transaction”). All assets shall be sold on an “as is, where is” basis, with no representations or warranties, and

¹ The 28 Debtors in these jointly administered cases are: (1) Praesum Healthcare Services, LLC, Case No. 25-19335-EPK; (2) Evolve Recovery Center, LLC, Case No. 25-19336-EPK; (3) Evolve Recovery Center at Millbury LLC, Case No. 25-19340-EPK; (4) Sunrise Detox Alpharetta, LLC, Case No. 25-19343-EPK; (5) Sunrise Detox Brentwood, LLC, Case No. 25 19346-EPK; (6) Sunrise Detox Cherry Hill, LLC, Case No. 25-19348-EPK; (7) Sunrise Detox Duluth, LLC, Case No. 25-19356-EPK; (8) Sunrise Detox III, LLC, Case No. 25-19359-EPK; (9) Sunrise Detox Millbury, LLC, Case No. 25-19362-EPK; (10) Sunrise Detox Orlando, LLC, Case No. 25-19363- EPK; (11) Sunrise Detox Toms River, LLC, Case No. 25-19365-EPK; (12) The Counseling Center at Cherry Hill, LLC, Case No. 25-19366-EPK; (13) The Counseling Center at Clark, LLC, Case No. 25-19367-EPK; (14) The Counseling Center at Duluth, LLC, Case No. 25-19368-EPK; (15) The Counseling Center at Fair Lawn, LLC, Case No. 25-19337-EPK; (16) The Counseling Center at Freehold, LLC, Case No. 25-19339-EPK; (17) The Counseling Center at Middlesex, LLC, Case No. 25-19341-EPK; (18) The Counseling Center at Robbinsville, LLC, Case No. 25-19342-EPK; (19) The Counseling Center at Roswell, LLC, Case No. 25-19344-EPK; (20) The Counseling Center at Roxbury, LLC, Case No. 25-19345-EPK; (21) The Counseling Center at Brunswicks, LLC, Case No. 25-19347-EPK; (22) The Counseling Center at Toms River, LLC, Case No. 25-19349-EPK; (23) The Counseling Center at West Caldwell, LLC, Case No. 25-19351-EPK; (24) The Counseling Center at Yorktown Heights, LLC, Case No. 25-19352-EPK; (25) Beacon Point Recovery Center LLC, Case No. 25-19354-EPK; (26) Sunrise Detoxification Center, LLC, Case No. 25-19355-EPK; (27) Sunrise Detox II, LLC, Case No. 25-19357- EPK; and (28) The Counseling Center at Millbury, LLC, Case No. 25-19358-EPK.

without any contingencies, including financing, diligence, or regulatory contingencies. Submission of a bid constitutes acknowledgment that the bidder has conducted such investigation as it deems appropriate and is relying solely on its own review.

The Debtors will consider bids for one or more of the following transaction structures: Permitted Bid Structures

1. Enterprise-Only Transaction
A purchase of the Debtors’ operating enterprise, including the behavioral health
treatment centers and related operating assets, excluding accounts
receivable.

• Minimum bid: $9,000,000

2. Legacy Accounts Receivable-Only Transaction
A purchase of all legacy accounts receivable of the Debtors, without limitation
as to aging (i.e., not limited to receivables under 180 days).

• Minimum bid: $10,000,000

3. Combined Enterprise and Legacy Accounts Receivable Transaction
A purchase of both the enterprise assets and all legacy accounts receivable.

• Minimum bid: $19,000,000

For the avoidance of doubt, all legacy accounts receivable means all outstanding pre-closing accounts receivable of the Debtors, regardless of aging, and includes no guarantee of collectability.

The assets available for sale include, as applicable to the bid structure:

• All assets assigned to or owned by the Debtors that are expressly included in the applicable bid;
• All legacy accounts receivable of the Debtors (if applicable); and
•  Twenty-five (25) behavioral health treatment centers operated by the Debtors (if applicable).

Excluded Assets. Notwithstanding anything to the contrary, all litigation causes of action of the Debtors are expressly excluded from the sale, including, without limitation:

• avoidance actions under Chapter 5 of the Bankruptcy Code; and
• any claims, rights, or proceeds under directors’ and officers’ liability insurance policies.

Interested parties must submit executed, binding written bids in accordance with these Auction Procedures no later than Tuesday, January 13, 2026 (the “Auction Submission Date”).

The Debtors intend to conduct an auction at 2:00 p.m. Eastern Time on Wednesday, January 14, 2026, to be held by virtual means.

Virtual Auction Meeting Link:

https://teams.microsoft.com/l/meetup- join/19%3ameeting_NmUwZDgzMDUtMDAzNS00YmM5LWFhMWQtM2M2YTIxMDIxMj Bh%40thread.v2/0?context=%7b%22Tid%22%3a%229be125e2-aed2-4df2-ad77- dfa028aa1564%22%2c%22Oid%22%3a%228153492f-dd8b-4b6f-81a9- 5d3c57cffb3d%22%7d

2. Inquiries
All inquiries regarding the Transaction, requests for information, and submission of bids should be directed exclusively to:

James Castro
Managing Director
Bailey & Company
Email: [email protected]

3. Qualified Bids
To be deemed a “Qualified Bid,” each bid must, among other requirements:

(a) be submitted in writing and be irrevocable until consummation of the Transaction;
(b) identify the bidder and all sources of financing with reasonable detail;
(c) specify clearly whether the bid is for the enterprise only, legacy accounts receivable only, or both;
(d) include a proposed purchase agreement reflecting all material economic and non- economic terms;
(e) demonstrate the bidder’s financial ability to consummate the Transaction; and
(f) be accompanied by a non-refundable cash deposit in the amount of Six Million Dollars ($6,000,000) (the “Deposit”), payable as set forth below.

4. Deposit Requirements
The Deposit must be delivered by wire transfer to an escrow account designated by the Debtors no later than Tuesday, January 13, 2026. The Deposit of any bidder not selected as the successful bidder shall be returned promptly following the conclusion of the Auction. The Deposit of the successful bidder is non-refundable and shall be credited against the purchase price at closing or otherwise applied in accordance with the terms of the approved purchase agreement.

5. Auction
The Auction, if held, will be conducted to maximize value for the Debtors’ estates. The Debtors shall retain discretion, subject to Bankruptcy Court approval, to determine the highest and best bid among all bid structures and to adjourn or continue the Auction as necessary.

6. Court Approval, Sale Hearing, and Closing
Following the Auction, the Debtors will seek approval of the highest and best bid at a final sale hearing to be conducted on January 15, 2026 at 10:00 a.m. (Eastern Time) before the United States Bankruptcy Court.

The Transaction must close no later than January 23, 2026, and each Qualified Bid must expressly acknowledge and agree to this outside closing date, subject only to entry of a final, non-appealable sale order and customary closing conditions acceptable to the Debtors.

This letter is intended solely as a summary of the proposed Auction Procedures and does not purport to include all terms, conditions, representations, or requirements that may be imposed by the Bankruptcy Court or set forth in any definitive sale documentation. All assets will be sold pursuant to the terms of an approved purchase agreement and applicable sale order.