IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
CIBER, Inc., et al.,1
Debtors.
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Chapter 11
Case No. 17-10772 (BLS)
Jointly Administered
NOTICE OF PROPOSED SALE, BIDDING PROCEDURES, AUCTION, AND SALE HEARING
PLEASE TAKE NOTICE that the above-captioned debtors and debtors-in-possession
(collectively, the “Debtors”) each filed a voluntary petition for relief under chapter 11 of the United
States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware
(the “Court”) on April 9, 2017.
PLEASE TAKE FURTHER NOTICE that on April 10, 2017, the Debtors filed a
motion (the “Sale and Bidding Procedures Motion”)2 with the Court seeking the entry of orders,
among other things, approving (a) the sale of substantially all of the Debtors’ assets (the
“Purchased Assets”) to Capgemini America, Inc. (the “Stalking Horse Bidder”) for $50 million
plus the assumption certain assumed liabilities (the “Sale Transaction”), subject to the
submission of higher or better offers in an auction process (the “Auction”); (b) procedures for the
solicitation of bids in connection with the Auction (the “Bidding Procedures”); (c) the form and
manner of notices related to the Sale Transaction; and (d) procedures for the assumption and
assignment of executory contracts and unexpired leases (“Designated Contracts”) in connection
with the Sale Transaction (the “Assumption and Assignment Procedures”). THE BIDDING
PROCEDURES AND ASSUMPTION AND ASSIGNMENT PROCEDURES HAVE NOT
YET BEEN APPROVED BY THE BANKRUPTCY COURT.
PLEASE TAKE FURTHER NOTICE that, on April 17, 2017, the Court entered an order
scheduling a hearing (the “Bidding Procedures Hearing”) for May 2, 2017 at 2:00 p.m. (EDT), which
hearing may be adjourned and continued without further notice other than announcement in open court or
through the filing of a notice or other document on the Court’s docket, to consider entry of an amended
proposed order, which was filed on the Court’s public docket on April 13, 2017 [D.I. 73] (the “Amended
Proposed Bidding Procedures Order”), approving, among other things, the Bidding Procedures,
substantially in the form attached as Schedule 1 to the Amended Proposed Bidding Procedures Order.3
All interested bidders should carefully read the proposed Amended Bidding Procedures Order and the
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The Debtors in the above-captioned chapter 11 cases, along with the last four digits of Debtor CIBER, Inc.’s
federal tax identification number (the other Debtors do not have EINs) are: CIBER, Inc. (6833), CIBER
International LLC, and CIBER Consulting, Incorporated. The principal place of business for each Debtor is
6312 South Fiddler’s Green Circle, Suite 600E, Greenwood Village, CO 80111.
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Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Sale
and Bidding Procedures Motion.
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To the extent that there are any inconsistencies between the terms of an order entered by the Court approving
the Bidding Procedures (the “Entered Bidding Procedures Order”), the proposed Bidding Procedures, and the
summary descriptions of the proposed Bidding Procedures in this notice, the Entered Bidding Procedures Order
shall control in all respects.
proposed Bidding Procedures attached to the Amended Proposed Bidding Procedures Order in their
entirety. The proposed deadline by which all Bids must be actually received is 4:00 p.m. on May 15,
2017 (prevailing Eastern Time) (the “Bid Deadline”).
Contact Persons for Parties Interested in Submitting a Bid
The proposed Bidding Procedures set forth the requirements for submitting a Qualified Bid, and
any person interested in making an offer to purchase the Acquired Assets must comply strictly with the
Bidding Procedures. Only Qualified Bids will be considered by the Debtors. Any interested persons
should contact:
Proposed Investment Banker to Debtors
Houlihan Lokey Capital, Inc.
100 Crescent Ct #900,
Dallas, TX 75201
Attn: Adam Dunayer ([email protected]) and Tom
Bailey ([email protected])
214-220-8483
Proposed Lead Counsel to Debtors
Morrison & Foerster LLP
250 West 55th Street
New York, New York 10019
Attn: Brett H. Miller ([email protected]),
Dennis L. Jenkins ([email protected]), and
Todd M. Goren ([email protected])
(212) 468-8000
Obtaining Additional Information
Copies of the Sale and Bidding Procedures Motion, the proposed Bidding Procedures, and the
Amended Proposed Bidding Procedures Order, as well as all related exhibits, including the Stalking
Horse Purchase Agreement and all other documents filed with the Court, are available free of charge on
the website of the Court-appointed claims and noticing agent for the Debtors’ chapter 11 cases, Prime
Clerk LLC, https://cases.primeclerk.com/ciber, or can be requested by e-mail at
[email protected].
Important Proposed Dates and Deadlines
Subject to entry of the Amended Proposed Bidding Procedures Order, the Debtors have proposed
the following key dates:
1. The proposed deadline to file an objection with the Court to the entry of an order approving the
Sale Transaction (the “Sale Order”) to the Stalking Horse Bidder is May 10, 2017 at 4:00 p.m.
(prevailing Eastern time).
2. The proposed deadline to submit a Qualified Bid is May 15, 2017 at 4:00 p.m. (prevailing
Eastern time).
3. In the event that the Debtors timely receive a Qualified Bid in addition to the Qualified Bid of the
Stalking Horse Bidder, the Debtors intend to conduct an Auction for the Purchased Assets. The
Debtors propose to hold the Auction, if any, on May 17, 2017 at 10:00 a.m. (prevailing
Eastern Time), at the offices of Morrison & Foerster LLP, 250 West 55th Street, New York,
New York 10019 (or at any other location as the Debtors may hereafter designate on proper
notice).
4. The Court has tentatively scheduled the hearing (the “Sale Hearing”) to consider the proposed
Sale Transaction for May 19, 2017 at 10:00 a.m. (prevailing Eastern Time), or such other date
as determined by the Court, to be held before the Honorable Brendan L. Shannon in the United
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States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 6th Floor, Courtroom
No. 1, Wilmington, Delaware 19801.
5. The proposed deadline for objections to the conduct of the Auction and the terms of a sale to a
Successful Bidder other than the Stalking Horse Bidder is at or prior to the Sale Hearing.
THE FOREGOING PROPOSED KEY DATES HAVE NOT YET BEEN APPROVED BY
THE COURT.
Filing Objections
Assuming the Amended Proposed Bidding Procedures Order is entered, all objections, if any,
must (a) be in writing, (b) state the basis of such objection with specificity and (c) be filed with the Court
and served upon, so as to be actually received by the applicable deadline: (i) the Debtors, 6312 South
Fiddler’s Green Circle, Suite 600E, Greenwood Village, Colorado 80111, Attn: Jon Goulding (Chief
Restructuring Officer); (b) proposed co-counsel to the Debtors, Morrison & Foerster LLP, 250 West 55th
Street, New York, New York 10019, Attn: Brett H. Miller ([email protected]), Dennis L. Jenkins
([email protected]), and Todd M. Goren ([email protected]); (c) proposed co-counsel to the Debtors,
Polsinelli PC, 222 Delaware Avenue, Suite 1101, Wilmington, DE 19801, Attn: Christopher A. Ward
([email protected]), Justin J. Edelson ([email protected]), and Jarrett K. Vine
([email protected]); (d) the Debtors’ proposed investment banker, Houlihan Lokey Capital, Inc., 100
Crescent Ct., Suite 900, Dallas, TX 75201 Attn: Adam Dunayer ([email protected]); (e) counsel to Wells
Fargo, Goldberg Kohn Ltd., 55 East Monroe, Suite 3300, Chicago, IL 60603, Attn: Jeremy M. Downs,
Esq. ([email protected]); (f) counsel to the Stalking Horse Bidder, Skadden, Arps,
Slate, Meagher & Flom LLP, 4 Times Square, New York, NY 10036, Attn: Mark A. McDermott, Esq.
([email protected]); (g) counsel to any official committee appointed in the chapter 11
cases; (h) the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite
2207, Lockbox 35, Wilmington, Delaware, 1980, Attn: Timothy Fox; and (i) any such other parties as
may be designated in the Entered Bidding Procedures Order
PROPOSED CONSEQUENCES OF FAILING TO TIMELY ASSERT AN OBJECTION
ANY PARTY OR ENTITY WHO FAILS TO TIMELY MAKE AN OBJECTION ON OR
BEFORE THE APPLICABLE OBJECTION DEADLINE IN ACCORDANCE WITH ANY
ENTERED BIDDING PROCEDURES ORDER SHALL BE FOREVER BARRED FROM
ASSERTING ANY OBJECTION TO THE SALE TRANSACTION, INCLUDING WITH
RESPECT TO THE TRANSFER OF THE ASSETS FREE AND CLEAR OF ALL LIENS,
CLAIMS, ENCUMBRANCES, AND OTHER INTERESTS. ANY CREDITOR THAT RECEIVES
NOTICE OF THE SALE HEARING AND FAILS TO TIMELY FILE AN OBJECTION TO THE
SALE ON OR BEFORE THE OBJECTION DEADLINE IN ACCORDANCE WITH ANY
ENTERED BIDDING PROCEDURES ORDER SHALL BE DEEMED TO HAVE CONSENTED
UNDER SECTION 363(f)(2) OF THE BANKRUPTCY CODE TO SUCH SALE FREE AND
CLEAR OF SUCH CREDITOR’S LIEN OR INTERESTS, IF ANY.
[Space Left Blank Intentionally]
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Dated: April 19, 2017
Wilmington, Delaware
/s/ Jarrett K. Vine______________________
Christopher A. Ward (Del. Bar No. 3877)
Justin K. Edelson (Del. Bar No. 5002)
Jarrett K. Vine (Del. Bar No. 5400)
POLSINELLI PC
222 Delaware Avenue, Suite 1101
Wilmington, Delaware 19801
Telephone: (302) 252-0920
Facsimile: (302) 252-0921
-andBrett H. Miller (admitted pro hac vice)
Dennis L. Jenkins (admitted pro hac vice)
Todd M. Goren (admitted pro hac vice)
Daniel J. Harris (admitted pro hac vice)
MORRISON & FOERSTER LLP
250 West 55th Street
New York, New York 10019
Telephone: (212) 468-8000
Facsimile: (212) 468-7900
Proposed Counsel for Debtors and
Debtors-in-Possession
If you have questions about this notice, please call (844) 648-5578 (toll free),
+1 (347) 338-6505 (Outside North America), email [email protected] or
visit https://cases.primeclerk.com/ciber.
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