Contract analysis

I. PRELIMINARY STATEMENT Meridian Consumer Brands LLC ("Meridian" or "MCB"), by and through its undersigned counsel, Calderwood & Harkness LLP, respectfully moves this Court (the "Motion") for entry of an order, substantially in the form attached hereto as Exhibit C (the "Proposed Order"), allowing and directing payment of an administrative expense claim in the amount of $1,847,200.00 pursuant to 11 U.S.C. § 503(b)(9

II. JURISDICTION AND VENUE This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. This is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2)(A) (matters concerning the administration of the estate) and 28 U.S.C. § 157(b)(2)(B) (allowance or dis

III. BACKGROUND A. The Chapter 11 Case On October 14, 2025 (the "Petition Date"), Cascadia Home & Lifestyle Inc. (the "Debtor") filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware, commencing the above-captioned case. The Debtor is a Delaware corporation with its principal place of busin

IV. THE § 503(b)(9) CLAIM A. Statutory Framework

Section 503(b)(9) of the Bankruptcy Code provides, in pertinent part: "After notice and a hearing, there shall be allowed administrative expenses . . . including . . . the value of any goods received by the debtor within 20 days before the date of commencement of a case under this title in which the goods have been sold to the debtor in the ordinary course of such debtor's business." 11 U.S.C. § 503(b)(9) (emphasis a

Section 503(b)(9) was added to the Bankruptcy Code by the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 ("BAPCPA"), Pub. L. No. 109-8, § 1227, 119 Stat. 23, 200 (2005). Congress enacted Section 503(b)(9) to provide sellers of goods with enhanced protections in the bankruptcy context — specifically, to ensure that sellers who delivered goods to a debtor on the eve of bankruptcy are not relegated to t

1. Meridian Sold "Goods" to the Debtor. The first element of a Section 503(b)(9) claim requires that the claimant have sold "goods" to the debtor. The term "goods" is not defined in the Bankruptcy Code, and courts have generally looked to Article 2 of the Uniform Commercial Code ("UCC") for guidance. Under UCC § 2-105(1), "goods" are defined as "all things (including specially manufactured goods) which are movable at

2. The Goods Were "Received" by the Debtor Within 20 Days Before the Petition Date. The second element of a Section 503(b)(9) claim requires that the goods were "received" by the debtor within twenty days before the date of commencement of the bankruptcy case. The Petition Date in this case is October 14, 2025. Counting backward twenty days from the Petition Date, the statutory look-back period runs from September 24

3. The Goods Were Sold in the "Ordinary Course" of the Debtor's Business. The third and final element of a Section 503(b)(9) claim requires that the goods were sold to the debtor in the "ordinary course of such debtor's business." The statutory language focuses on the ordinary course of the debtor's business — that is, whether the purchase of the goods in question was a transaction that the debtor would engage in as

V. LEGAL ARGUMENT A. Section 503(b)(9) Provides an Unqualified Statutory Right to Administrative Expense Priority The language of Section 503(b)(9) is mandatory: the value of goods meeting the statutory criteria "shall be allowed" as administrative expenses. 11 U.S.C. § 503(b)(9) (emphasis added). The use of the word "shall" imposes a mandatory duty on the court to allow the claim as an administrative expense once th

Section 503(b)(9) provides for the allowance of "the value of any goods received" by the debtor. 11 U.S.C. § 503(b)(9). Courts have addressed the question of how "value" should be measured in this context and have generally concluded that the invoice or contract price agreed upon by the parties is the appropriate measure of value, absent evidence of fraud, overreaching, or other circumstances that would render the co

Section 546(c) of the Bankruptcy Code preserves a seller's right under applicable non-bankruptcy law (including UCC § 2-702) to reclaim goods sold to an insolvent debtor, subject to certain statutory requirements and limitations. Section 546(c)(2) further provides that if the court denies a seller's reclamation claim, the court "may grant" the seller an administrative expense claim under Section 503(b) or a lien to s

VI. REQUEST FOR RELIEF WHEREFORE, Meridian Consumer Brands LLC respectfully requests that this Court enter an order, substantially in the form of the Proposed Order attached hereto as Exhibit C:

1. Allowing Meridian Consumer Brands LLC an administrative expense claim in the amount of $1,847,200.00 pursuant to 11 U.S.C. § 503(b)(9);

2. Directing the Debtor to pay such administrative expense claim in full at such time as is determined by the Court or upon the effective date of any plan of reorganization confirmed in this case, or in connection with any sale of substantially all of the Debtor's assets pursuant to 11 U.S.C. § 363, or at such earlier time as the Court may direct;

3. Reserving all of Meridian's other rights, claims, and remedies, including but not limited to: (a) its general unsecured claim for the balance of its $14,726,418.37 in pre-petition trade receivables; (b) its reclamation demand under 11 U.S.C. § 546(c) for $3,218,650.00 in goods shipped within the forty-five-day pre-petition window; (c) any administrative expense claims arising from post-petition transactions with t

4. Granting such other and further relief as the Court deems just and proper.

VII. NOTICE Notice of this Motion has been provided to the following parties: (a) Cascadia Home & Lifestyle Inc., 1200 NW Everett Street, Suite 800, Portland, OR 97209, Attn: Vikram Patel, Chief Financial Officer; (b) Brindoval Baines & Lord LLP (counsel to the Debtor), 51 West 52nd Street, New York, NY 10019, Attn: Harrison Caldwell, Esq.; (c) Borwick Sato LLP (Delaware co-counsel to the Debtor), 919 N. Market Stree

VIII. CONCLUSION For the foregoing reasons, Meridian Consumer Brands LLC respectfully requests that this Court grant this Motion in its entirety and enter the Proposed Order attached hereto as Exhibit C. Respectfully submitted, CALDERWOOD & HARKNESS LLP CALDERWOOD & HARKNESS LLP By: ________ Colette Whitman (Del. Bar No. 5274) Nathaniel Bower (Del. Bar No. 5891) Nathan Ikeda (Del. Bar No. 6412) Gabrielle Moss (Del. B

1. I am over the age of 18 and competent to make this declaration. I am the Vice President of Finance of Meridian Consumer Brands LLC ("Meridian" or "MCB"), a Delaware limited liability company with its principal offices located at 575 Lexington Avenue, 22nd Floor, New York, New York 10022. I have held this position since March 2021. I submit this declaration in support of the Motion of Meridian Consumer Brands LLC f

2. In my capacity as Vice President of Finance, I am responsible for the oversight and management of Meridian's financial reporting, accounts receivable, credit management, and treasury functions. I have personal knowledge of the facts set forth in this declaration, including the trade relationship between Meridian and Cascadia Home & Lifestyle Inc. ("Cascadia" or the "Debtor"), the invoices at issue, and the shipmen

3. Meridian has supplied branded consumer products to Cascadia for resale in Cascadia's retail stores and through its e-commerce platform for approximately eight years. The products supplied by Meridian to Cascadia include branded household cleaning products (including all-purpose cleaners, specialty surface cleaners, and laundry care products), personal care items (including hand soaps, lotions, and grooming product

4. Cascadia has been one of Meridian's most significant retail customers. For Meridian's fiscal year ending December 31, 2024, Cascadia was ranked as Meridian's fourth-largest customer by revenue, with total purchases of approximately $58.3 million, representing approximately 4.7% of Meridian's total revenues for the period.

5. The parties transacted business on standard trade terms of Net 60, meaning that Cascadia was obligated to pay each invoice within sixty (60) days of the invoice date. Meridian also offered a 2% early payment discount if payment was remitted within fifteen (15) days of the invoice date (commonly referred to as "2/15 Net 60" terms). These trade terms were consistent throughout the parties' relationship and were not

6. The typical course of dealing between the parties was as follows: Cascadia would issue purchase orders to Meridian through its procurement system, specifying the products, quantities, and delivery locations. Meridian would accept the purchase orders and fulfill them by shipping goods from Meridian's distribution warehouses, located in New Jersey and California, to Cascadia's distribution centers or, in certain cas

7. As of the Petition Date of October 14, 2025, Meridian holds $14,726,418.37 in outstanding pre-petition trade receivables from Cascadia, comprised of eighty-three (83) unpaid invoices. The oldest outstanding invoice is Invoice No. MCB-092174, dated July 18, 2025, in the amount of $212,600.00. The most recent outstanding invoice is Invoice No. MCB-095301, dated October 10, 2025, in the amount of $187,440.50. No paym

8. Meridian filed a proof of claim in this case asserting the total pre-petition trade receivable of $14,726,418.37. This declaration and the Motion do not waive or modify any portion of that claim. Identification of Section 503(b)(9) Qualifying Goods

9. I have reviewed Meridian's shipping records, bills of lading, delivery confirmations, and warehouse receiving records in order to identify those goods that were actually received by Cascadia within the twenty (20)-day period immediately preceding the Petition Date — that is, the period from September 24, 2025 through October 14, 2025, inclusive.

10. Based on my review, Meridian shipped and Cascadia received goods with an aggregate invoice value of $1,847,200.00 during this twenty-day period. These goods consisted of the same types of branded consumer products that Meridian has historically supplied to Cascadia in the ordinary course — household cleaning products, personal care items, and small kitchen appliances.

11. There was nothing unusual, irregular, or out of the ordinary about these shipments. Each shipment was made pursuant to purchase orders issued by Cascadia through its standard procurement system. The goods were shipped from Meridian's distribution warehouses through normal logistics channels and delivered to Cascadia's distribution centers and retail locations. The quantities ordered, the types of goods shipped, t

12. For each shipment of qualifying goods, I have confirmed, based on Meridian's records, the date on which the goods were physically delivered to and accepted by Cascadia. In all cases, the delivery/receipt date falls within the period from September 24, 2025 through October 14, 2025. The specific invoice numbers, invoice dates, descriptions of goods, ship dates, delivery/receipt dates, delivery locations, and invoi

13. Additionally, within the forty-five (45)-day reclamation window preceding the Petition Date — that is, the period from August 30, 2025 through October 14, 2025 — Meridian shipped approximately $3,218,650.00 in goods at invoice value to Cascadia. The $1,847,200.00 in Section 503(b)(9) qualifying goods is a subset of the $3,218,650.00 in reclamation goods; all of the goods received within the twenty-day window were

14. Meridian sent a written reclamation demand to Cascadia on October 16, 2025, within the time period prescribed by Section 546(c) of the Bankruptcy Code, asserting Meridian's rights to reclaim the $3,218,650.00 in goods shipped during the reclamation period. That reclamation demand is the subject of separate proceedings and is not the subject of the instant Motion. No Payment Received

15. Meridian has not received any payment from Cascadia on any of the eighty-three (83) outstanding pre-petition invoices, including all of the invoices covering the Section 503(b)(9) qualifying goods. No setoff, credit, return, or other adjustment has been applied to reduce the amounts owed. The full amount of $1,847,200.00 attributable to the qualifying goods remains outstanding and unpaid.

16. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed on November 4, 2025 New York, New York ________________________________________ Douglas Hargrove Vice President of Finance Meridian Consumer Brands LLC 575 Lexington Avenue, 22nd Floor New York, NY 10022 EXHIBIT B SCHEDULE OF QUALIFYING INVOICES AND SHIPMENTS (§ 503(b)(9)) Schedule of

1. Cascadia Home & Lifestyle Inc., 1200 NW Everett Street, Suite 800, Portland, OR 97209, Attn: Vikram Patel, Chief Financial Officer

2. Brindoval Baines & Lord LLP (counsel to the Debtor), 51 West 52nd Street, New York, NY 10019, Attn: Harrison Caldwell, Esq.

3. Borwick Sato LLP (Delaware co-counsel to the Debtor), 919 N. Market Street, Suite 600, Wilmington, DE 19801, Attn: Michael Donnelly, Esq.

4. Office of the United States Trustee for Region 3, J. Caleb Boggs Federal Building, 844 King Street, Suite 2207, Wilmington, DE 19801

5. Garvey & Holbrook LLP (counsel to the Official Committee of Unsecured Creditors), 750 Third Avenue, 30th Floor, New York, NY 10017, Attn: Diana Prescott, Esq.

6. Ridgeline National Bank, N.A. (DIP Agent and Pre-Petition First Lien Administrative Agent), 600 Travis Street, Houston, TX 77002, Attn: Laura Chin

7. Thornfield Capital Management LP (Pre-Petition Second Lien Agent), 9 West 57th Street, 34th Floor, New York, NY 10019, Attn: Alan Reeves

8. Pacific Continental Trust Company (Indenture Trustee for the 8.75% Senior Unsecured Notes due 2027), 101 Barclay Street, 7th Floor, New York, NY 10286

9. Kellner & Associates LLC (Chief Restructuring Officer), 300 S. Wacker Drive, Suite 2200, Chicago, IL 60606, Attn: Philip Kellner

10. Ashworth Partners LLC (Financial Advisor and Investment Banker to the Debtor), 399 Park Avenue, 12th Floor, New York, NY 10022, Attn: Sandra Ng

11. All parties who have filed notices of appearance and requests for service of papers in this case CALDERWOOD & HARKNESS LLP By: ________ Nathan Ikeda (Del. Bar No. 6412) 1105 N. Market Street, Suite 1400 Wilmington, DE 19801 Telephone: (302) 555-4800 Facsimile: (302) 555-4801 Email: nikeda@calderwoodharkness.com Counsel to Meridian Consumer Brands LLC Dated: November 4, 2025 Category | Amount Total Pre-Petition Tr