4862-8015-0450

Jason S. Brookner (TX Bar No. 24033684)

Aaron M. Kaufman (TX Bar No. 24060067)

Lydia R. Webb (TX Bar No. 24083758)

GRAY REED

1601 Elm Street, Suite 4600

Dallas, TX 75201

Telephone: (214) 954-4135

Facsimile: (214) 953-1332

Email: jbrookner@grayreed.com

akaufman@grayreed.com

lwebb@grayreed.com

Proposed Counsel to the Debtors

and Debtors in Possession

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

)

In re: ) Chapter 11

)

COTTONWOOD FINANCIAL LTD., et al.,

1 ) Case No. 24-80035 (SWE)

)

Debtors. ) (Jointly Administered)

)

NOTICE OF BID DEADLINE, AUCTION, AND SALE HEARING

PLEASE TAKE NOTICE that on February 25, 2024, the Debtors filed their Motion for 

(I) an Order (A) Approving Bidding Procedures and Certain Bid Protections, (B) Scheduling a 

Bid Deadline, Auction, and Sale Hearing and Approving the Form and Manner of Notice 

Thereof, and (C) Approving Cure Procedures and the Form and Manner of Notice Thereof; (II) 

an Order Approving the Sale of Substantially All of the Debtors’ Assets Free and Clear of Liens, 

Claims and Interests; and (III) Related Relief [Docket No. 16] (the “Sale Motion”). 

PLEASE TAKE FURTHER NOTICE that on March 22, 2024, the United States 

Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”) 

entered its Order (A) Approving Bidding Procedures and Certain Bid Protections, (B) Scheduling 

a Bid Deadline, Auction, and Sale Hearing and Approving the Form and Manner of Notice 

Thereof, and (C) Approving Cure Procedures and the Form and Manner of Notice Thereof 

1 The Debtors in these chapter 11 cases and the last four digits of each Debtors’ federal tax identification number are 

as follows: Cottonwood Financial Ltd. (1001); Cottonwood Financial Administrative Services, LLC (7228); 

Cottonwood Financial Texas, LLC (9059); Cottonwood Financial Idaho, LLC (5651); Cottonwood Financial 

Wisconsin, LLC (7075). The Debtors’ principal offices are located at 2100 W Walnut Hill Lane, Suite 300, Irving, 

TX 75038.

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[Docket No. 151] (the “Bidding Procedures Order”), approving certain Bidding Procedures 

attached thereto as Exhibit 1. 

PLEASE TAKE FURTHER NOTICE that, in accordance with the Bidding Procedures 

Order, unless cancelled, an Auction will take place on April 29, 2024, commencing at 

10:00 a.m. Central Time at the offices of Gray Reed, 1601 Elm Street, Suite 4600, Dallas, 

Texas 75201. The Auction will proceed, and be conducted, pursuant to the terms of the Bidding 

Procedures.

PLEASE TAKE FURTHER NOTICE that a hearing on the sale of the Debtors’ assets, 

including the assumption and assignment of any executory contracts (the “Sale Hearing”), will 

take place on May 13, 2024, at 9:30 a.m. Central Time in the United States Bankruptcy Court 

for the Northern District of Texas, Dallas Division, 1100 Commerce Street, Courtroom 3, Dallas, 

Texas 75242. As set forth in the Bidding Procedures, the Auction and the Sale Hearing may be 

cancelled, with a notice of cancellation to be filed by the Debtors with the Bankruptcy Court.

PLEASE TAKE FURTHER NOTICE that objections, if any, to the Motion and the 

Sale Transaction (a “Sale Objection”) shall be filed with the Bankruptcy Court and served on the 

following parties so as to be actually received no later than May 3, 2024 (the “Sale Objection 

Deadline”). 

PLEASE TAKE FURTHER NOTICE that objections to: (i) the Cure Amount proposed 

by the Debtors must also be filed and served by the Counterparty (a “Cure Objection”) and 

(ii) the assumption and assignment of the applicable Potential Assumed Contract on the basis of 

lack of adequate assurance of future performance under section 365(b)(1) (an “Adequate 

Assurance Objection”) with respect to the Successful Bidder must be filed by May 6, 2024.

PLEASE TAKE FURTHER NOTICE that any Sale Objection, Cure Objection or 

Adequate Assurance Objection must: (a) be in writing, (b) state the basis for such objection with 

specificity, (c) conform to the Bankruptcy Rules and Local Rules of the Northern District of 

Texas, (d) be filed so as to be actually on or before the Sale Objection Deadline, Cure Objection 

Deadline or Adequate Assurance Objection Deadline, as applicable; and (e) served upon the 

following persons: (i) counsel to the Debtors, Gray Reed, 1601 Elm Street, Suite 4600, Dallas, 

TX 75201, Attn: Lydia R. Webb (lwebb@grayreed.com); (ii) counsel to the Prepetition Secured 

Parties, Jackson Walker LLP, Attn: Bruce Ruzinsky (bruzinsky@jw.com), Ken Stohner 

(kstohner@jw.com) and Machir Stull (mstull@jw.com); (iii) counsel to the DIP Lender, Wick 

Phillips LLP, Attn: Jason Rudd (jason.rudd@wickphillips.com) and Catherine Curtis 

(catherine.curtis@wickphillips.com); (iv) counsel to any statutory committee; and (v) the Office 

of the United States Trustee for the Northern District of Texas, 1100 Commerce Street, Suite 976, 

Dallas, TX 75242, Attn: Asher Bublick (asher.bublick@usdoj.gov).

PLEASE TAKE FURTHER NOTICE that the failure to timely file and serve a Sale 

Objection, Cure Claim Objection or Adequate Assurance Objection by the applicable deadline 

shall be a bar to the assertion prior to, at the Sale Hearing, or thereafter, of any such objection to 

the Motion, the Sale, the Debtors’ consummation of the Sale Transaction, or the proposed 

assumption and assignment of any executory contracts or unexpired leases. Failure to file and 

serve a Sale Objection by the Sale Objection Deadline shall be deemed to be consent to the Sale 

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for purposes of Bankruptcy Code section 363(f) and a waiver of any preferential purchase rights 

or other similar rights to acquire any of the Debtors’ assets. 

PLEASE TAKE FURTHER NOTICE that copies of pleadings related to the proposed 

sale(s), including the Bidding Procedures Order (and attached Bidding Procedures) approved by 

the Bankruptcy Court, are available (for free) on the Debtors’ Notice Agent website at 

https://dm.epiq11.com/CottonwoodFinancial, or (for a fee) on the Bankruptcy Court’s website at 

http://ecf.txnb.uscourts.gov/.

Respectfully submitted this 27th day of March, 2024.

GRAY REED 

By: Lydia R. Webb

Jason S. Brookner (TX Bar No. 24033684)

Aaron M. Kaufman (TX Bar No. 24060067)

Lydia R. Webb (TX Bar No. 24083758)

1601 Elm Street, Suite 4600

Dallas, Texas 75201

Telephone: (214) 954-4135

Facsimile: (214) 953-1332

Email: jbrookner@grayreed.com

akaufman@grayreed.com

lwebb@grayreed.com

Proposed Counsel to the Debtors

and Debtors in Possession

Certificate of Service

I certify that on March 27, 2024, I caused a copy of the foregoing document to be served 

by the Electronic Case Filing System for the United States Bankruptcy Court for the Northern 

District of Texas.

/s/ Lydia R. Webb

Lydia R. Webb

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