Contract analysis

1. Meridian Consumer Brands LLC is a Delaware limited liability company headquartered at 575 Lexington Avenue, 22nd Floor, New York, New York 10022. Meridian is a leading designer, manufacturer, and distributor of home décor, kitchen, and lifestyle consumer products sold through major retail channels across the United States and internationally. Meridian reported fiscal year 2024 revenue of approximately $1.24 billio

2. Meridian is one of the largest unsecured trade creditors of Cascadia Home & Lifestyle Inc. (the "Debtor" or "CHL"), holding approximately $14,726,418.37 in pre-petition trade receivables, comprised of eighty-three (83) unpaid invoices dated between July 18, 2025 and October 10, 2025. The Debtor has historically been one of Meridian's top-five retail customers, accounting for approximately $58.3 million in annual p

3. Meridian is also a duly appointed member of the Official Committee of Unsecured Creditors (the "Committee") appointed by the United States Trustee on October 28, 2025. Meridian files this Objection in its individual capacity as a major trade creditor of the Debtor. The positions set forth herein have been coordinated with, but are not duplicative of, the positions that the Committee and its counsel, Garvey & Holbr

4. Meridian does not object to the Debtor's need for post-petition financing in principle. The Debtor operates approximately 347 retail stores across 38 states and maintains a significant e-commerce platform. CHL employs approximately 12,400 people. Meridian recognizes that the Debtor requires liquidity to continue its business operations during the Chapter 11 process, to fund ordinary-course payments to employees an

5. Meridian's objection is limited and targeted. Certain provisions of the proposed $275 million debtor-in-possession credit facility (the "DIP Facility") are objectionable because they: (a) improperly elevate pre-petition claims to superpriority status through a $125 million roll-up of pre-petition first lien revolving credit facility obligations; (b) fail to provide adequate protection for the interests of unsecure

6. This Objection is filed in advance of the Final DIP Hearing, which is currently scheduled for November 14, 2025. The Court entered the Interim DIP Order on October 17, 2025 [Dkt. No. __], authorizing the Debtor to draw on a portion of the DIP Facility on an interim basis. Meridian respectfully submits that the provisions identified herein should be denied, modified, or conditioned in the Final DIP Order to protect

II. BACKGROUND A. The Chapter 11 Case

7. Cascadia Home & Lifestyle Inc. filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the "Bankruptcy Code"), on October 14, 2025 (the "Petition Date"). The Debtor is a Delaware corporation headquartered at 1200 NW Everett Street, Suite 800, Portland, Oregon 97209.

8. CHL was founded in 1994 by Roland Trask as a specialty retailer of home furnishings and lifestyle products. The company conducted an initial public offering in 2006 and was listed on the New York Stock Exchange. In 2019, the Debtor was taken private by Pinecrest Equity Group in a leveraged buyout valued at approximately $2.1 billion. In connection with the leveraged buyout, Pinecrest Equity Partners III, LP contri

9. The Debtor's current management team includes Margaret "Meg" Fontaine, Chief Executive Officer; Vikram Patel, Chief Financial Officer; and Philip Kellner, Chief Restructuring Officer. Mr. Kellner was engaged through Kellner & Associates LLC in connection with the Debtor's restructuring efforts in the months leading up to the Petition Date.

10. The Debtor is represented in this Chapter 11 case by Brindoval Baines & Lord LLP (Harrison Caldwell, lead restructuring partner) as lead restructuring counsel, with Borwick Sato LLP (Michael Donnelly) serving as Delaware co-counsel. Ashworth Partners LLC (Sandra Ng, lead managing director) serves as the Debtor's financial advisor and investment banker.

11. The Debtor's financial performance has deteriorated significantly in recent years. For the fiscal year ending January 31, 2025, the Debtor reported revenue of approximately $1.87 billion, a net loss of approximately $214 million, and negative EBITDA of approximately ($42 million). The Debtor has struggled with declining foot traffic at its brick-and-mortar retail locations, margin compression driven by rising sup

12. As of the Petition Date, the Debtor's funded debt obligations totaled approximately $1.379 billion, consisting of the following: (a) First Lien Revolving Credit Facility. A $225 million revolving credit facility, of which approximately $189 million was drawn as of the Petition Date. The administrative agent for the first lien facilities is Ridgeline National Bank, N.A. (Laura Chin, workout officer), located at 60

13. In addition to the Debtor's funded debt obligations, the Debtor's schedules and statements filed in this case estimate total unsecured claims, including trade claims, lease rejection claims, litigation claims, and other general unsecured claims, in the range of $180 million to $220 million. The sheer magnitude of the Debtor's funded indebtedness relative to its asset values and operating performance underscores t

14. On October 15, 2025, the Debtor filed the DIP Motion seeking authority to enter into a senior secured, superpriority debtor-in-possession credit facility in an aggregate principal amount of $275 million. The material terms of the proposed DIP Facility, as relevant to this Objection, are as follows: (a) Facility Size. $275 million, consisting of $150 million in new money advances and a $125 million roll-up of pre-

15. The Court entered the Interim DIP Order on October 17, 2025 [Dkt. No. __], authorizing the Debtor to borrow up to a specified amount on an interim basis pending the Final DIP Hearing. The Final DIP Hearing is currently scheduled for November 14, 2025. D. Meridian's Claims and Status

16. As set forth above, Meridian holds approximately $14,726,418.37 in pre-petition trade receivables against the Debtor, representing eighty-three (83) unpaid invoices spanning the period from July 18, 2025 through October 10, 2025. The oldest outstanding invoice is Invoice MCB-092174, dated July 18, 2025, in the amount of $212,600.00. The most recent unpaid pre-petition invoice is Invoice MCB-095301, dated October

17. In addition to its general unsecured trade receivable claim, Meridian has asserted a section 503(b)(9) administrative expense claim in the amount of approximately $1,847,200.00 for goods received by the Debtor in the ordinary course of the Debtor's business within twenty (20) days before the Petition Date — i.e., goods received by the Debtor between September 24, 2025 and October 14, 2025. These goods were shippe

18. Meridian has also asserted reclamation rights under section 546(c) of the Bankruptcy Code with respect to approximately $3,218,650.00 in goods delivered to the Debtor within the forty-five (45) day period preceding the Petition Date — i.e., goods delivered between August 30, 2025 and October 14, 2025. Meridian timely provided the Debtor with written notice of its reclamation demand in accordance with section 546(

19. In connection with its "first day" motions, the Debtor designated Meridian as a "critical vendor" eligible for a proposed payment of $2,500,000 of its pre-petition claims. Meridian's response to the Debtor's critical vendor proposal is pending, and Meridian reserves all rights with respect thereto.

20. Meridian maintains trade credit insurance through Clearwater Surety & Insurance Co. under Policy No. TCI-2024-00783. The policy provides a Cascadia-specific sub-limit of $5,000,000, subject to a 10% co-insurance retention of $500,000, yielding net expected coverage of $4,500,000. After application of the expected insurance proceeds, Meridian faces an uninsured claim balance of approximately $10,226,418.37 — a mat

21. Meridian was appointed to the Official Committee of Unsecured Creditors on October 28, 2025. The other members of the Committee include: (a) Wavecrest Logistics Corp. (claim approximately $9.1 million); (b) Summit Packaging Solutions Inc. (claim approximately $6.4 million); (c) Ironwood Property Holdings LLC (aggregate lease rejection claims approximately $22 million); (d) Northstar Textiles Ltd. (claim approxima

22. The Committee has retained Garvey & Holbrook LLP (Diana Prescott, lead partner) as counsel and Broadleaf Advisory Group LLC (Robert Tanaka, managing director) as financial advisor, subject to Court approval of the retention applications. The Committee's professionals have been working diligently since their engagement to review the DIP Facility, investigate the Debtor's pre-petition transactions, and develop posi

III. OBJECTION Meridian respectfully submits that the following provisions of the proposed DIP Facility and Final DIP Order are objectionable and should be denied, modified, or conditioned as set forth herein. A. The $125 Million Roll-Up Improperly Elevates Pre-Petition Claims to Superpriority Status

23. The proposed DIP Facility includes a $125 million roll-up component (the "Roll-Up") that, upon entry of the Final DIP Order, would convert $125 million of pre-petition first lien revolving credit facility claims held by Ridgeline National Bank, N.A. and the other pre-petition revolving credit facility lenders into DIP obligations. Once rolled up, these pre-petition claims would be entitled to the same superpriori

24. The Roll-Up is objectionable for several reasons.

25. First, the Roll-Up constitutes an improper sub rosa restructuring of the Debtor's capital structure at the very outset of this case. By elevating $125 million in pre-petition secured claims to superpriority DIP status, the proposed DIP Facility effectively predetermines the outcome of the reorganization process in favor of the pre-petition first lien lenders before the Committee or any other interested party has

26. Second, the Roll-Up effectively promotes $125 million of Ridgeline's pre-petition secured claims — which were already secured by substantially all of the Debtor's assets under the pre-petition credit agreements — to a position structurally superior to all other administrative and priority claims, including section 503(b)(9) claims held by trade creditors such as Meridian. Meridian's $1,847,200 section 503(b)(9) a

27. Third, the Roll-Up was negotiated between the Debtor and its pre-petition first lien lender without any meaningful input from unsecured creditors. The Committee was not appointed until October 28, 2025 — fourteen days after the Petition Date and eleven days after entry of the Interim DIP Order. The unsecured creditor constituency had no voice in the negotiation of the DIP Facility, no ability to evaluate whether

28. Fourth, there has been no demonstration that the Roll-Up is necessary to secure the DIP financing on terms favorable to the estate. The Debtor has not shown that Ridgeline would not have agreed to provide $150 million in new money DIP financing without the Roll-Up, or that alternative DIP financing proposals were solicited and proved unavailable. Without such a showing, the Roll-Up amounts to a windfall for the p

29. Requested Relief. For the foregoing reasons, Meridian respectfully requests that the Court either (i) deny the Roll-Up in its entirety and approve only the $150 million new money component of the DIP Facility, or (ii) in the alternative, limit the Roll-Up to an amount that reflects the actual new money extended, with appropriate conditions protecting the estate's ability to challenge the validity, extent, and pri

30. While the DIP Motion and the proposed Final DIP Order provide elaborate adequate protection for the pre-petition secured lenders — including replacement liens, superpriority administrative expense claims, current-pay interest, payment of professional fees of the secured lenders' advisors, and other protections — the DIP Facility provides no adequate protection whatsoever for the interests of unsecured creditors.

31. The absence of any meaningful protections for unsecured creditors is particularly troubling in light of the Debtor's financial condition. The Debtor's total funded debt of approximately $1.379 billion already exceeds any reasonable going-concern valuation of the Debtor's assets. The Debtor's fiscal year 2024 financial results — including negative EBITDA of ($42 million) and a net loss of $214 million — indicate t

32. Trade creditors such as Meridian are uniquely harmed by the absence of adequate protections in the DIP Facility. Unlike bondholders or financial creditors who may adjust their positions through trading, trade creditors are locked into their claims and are being asked to continue to supply goods to the Debtor on a post-petition basis. Meridian's ongoing supply arrangement with the Debtor generates new administrati

33. Moreover, the proposed DIP budget does not appear to carve out sufficient funds for the payment of section 503(b)(9) administrative expense claims or for critical vendor payments that have been approved or may be approved by the Court. Meridian's section 503(b)(9) claim of approximately $1,847,200.00 and its potential critical vendor payment of $2,500,000 are both directly at risk if the DIP budget does not adequ

34. Requested Relief. Meridian respectfully requests that the Final DIP Order include the following protections for unsecured creditors: (i) A professional fee carve-out sufficient to fund the Committee's investigation of the Debtor's pre-petition transactions, including the 2019 leveraged buyout, subsequent dividend recapitalizations, and the validity and extent of the pre-petition liens; (ii) A specific carve-out o

35. The DIP Motion and the proposed Final DIP Order contain broad release and indemnification provisions (the "Release Provisions") that purport to release the DIP Agent, the DIP Lenders, and their respective affiliates, officers, directors, employees, agents, advisors, attorneys, and other representatives from any and all claims, causes of action, and liabilities arising out of or relating to the DIP Facility, the p

36. These Release Provisions are objectionable because they would effectively bar the estate, the Committee, and individual creditors from pursuing potential avoidance actions, lender liability claims, equitable subordination claims, breach of fiduciary duty claims, fraudulent transfer claims, or other causes of action against Ridgeline National Bank, N.A. and its affiliates and related parties. The scope of the prop

37. The concern regarding the Release Provisions is heightened by the dual role of Ridgeline National Bank, N.A. in this case. Ridgeline served as the administrative agent for the pre-petition first lien credit facilities, with approximately $814 million in first lien debt outstanding as of the Petition Date. Ridgeline is now serving as the DIP Agent for the proposed DIP Facility. This dual role creates an inherent c

38. The Committee was appointed only on October 28, 2025 — two weeks after the Petition Date — and has not yet had a meaningful opportunity to investigate potential estate claims against the pre-petition lenders or the Debtor's equity sponsor, Pinecrest Equity Group and its affiliates. Applications to retain the Committee's counsel, Garvey & Holbrook LLP, and financial advisor, Broadleaf Advisory Group LLC, remain pe

39. Requested Relief. Meridian respectfully requests that all release provisions in the Final DIP Order be subject to a meaningful challenge period and explicitly preserve the right of the estate, the Committee, and individual creditors to investigate and prosecute claims against the pre-petition lenders and their affiliates, including Ridgeline National Bank, N.A., Pinecrest Equity Group and its affiliated funds (in

40. The proposed DIP Facility imposes aggressive case milestones (the "Milestones") that govern the pace and direction of the Chapter 11 case. These Milestones include, among other things, deadlines for the filing of a plan of reorganization or the commencement of a section 363 sale process, deadlines for obtaining Court approval of key case milestones, and strict budget compliance covenants that require the Debtor t

41. While Meridian acknowledges that reasonable milestones can serve a legitimate purpose in ensuring that Chapter 11 cases proceed in a timely and efficient manner, the Milestones proposed in this case go beyond what is reasonable and effectively give the DIP Lender — Ridgeline National Bank, N.A. — undue control over the pace and direction of the restructuring process. This control comes at the expense of the Debto

42. Specifically, the Milestones and budget constraints limit the Debtor's and the Committee's ability to: (i) Investigate the Debtor's pre-petition transactions, including the 2019 leveraged buyout and any subsequent dividend recapitalizations or distributions to equity holders that may constitute avoidable transfers; (ii) Pursue alternative restructuring proposals, competing DIP financing, or competing bids for the

43. The DIP maturity — the earliest of twelve (12) months from the date of entry of the Final DIP Order, the effective date of a plan of reorganization, or the consummation of a section 363 sale — combined with the tight Milestones, creates an artificially compressed timeline that benefits the secured lenders at the expense of unsecured creditors. The secured lenders have every incentive to drive toward a quick resol

44. Additionally, the budget constraints may not adequately fund the Committee's professional fees and expenses necessary to fulfill its statutory role. The Committee has retained, subject to Court approval, Garvey & Holbrook LLP as counsel and Broadleaf Advisory Group LLC (Robert Tanaka, managing director) as financial advisor. The Committee's professionals will require adequate funding to conduct their investigatio

45. Requested Relief. Meridian respectfully requests that the Final DIP Order include the following modifications to the Milestones and budget constraints: (i) Extension of the case milestones to provide at least ninety (90) days from the date on which the Committee's professionals are authorized to commence their investigation before any plan filing deadline or sale process commencement deadline; (ii) Inclusion of a

46. Meridian Consumer Brands LLC expressly reserves all of its rights, claims, and defenses, including but not limited to: (a) Its pre-petition trade receivable claim of $14,726,418.37 across eighty-three (83) unpaid invoices, and all rights to assert, prove, and collect such claim in full; (b) Its section 503(b)(9) administrative expense claim of $1,847,200.00 for goods received by the Debtor in the ordinary course

47. Meridian further reserves the right to supplement this Objection and to present additional evidence and argument at the Final DIP Hearing scheduled for November 14, 2025, or at any subsequent hearing. Meridian's professionals are continuing their review of the DIP Facility documents, the Debtor's pre-petition financial records, and other materials relevant to the issues raised herein. Meridian reserves the right

48. Nothing in this Objection shall be construed as a waiver of any of Meridian's rights as a creditor, a member of the Committee, or otherwise. Nothing herein shall be deemed an acknowledgment of the validity, extent, priority, or perfection of the DIP Lender's or the pre-petition secured lenders' liens, claims, or security interests, all of which remain subject to investigation by the Committee and challenge by app

V. CONCLUSION AND REQUESTED RELIEF WHEREFORE, for the foregoing reasons, Meridian Consumer Brands LLC respectfully requests that this Court:

1. Deny or modify the $125 million Roll-Up provision of the DIP Facility, either by eliminating the Roll-Up in its entirety or by conditioning the Roll-Up on appropriate protections for the estate and unsecured creditors, including a meaningful challenge period;

2. Include adequate protections for unsecured creditors in the Final DIP Order, including a specific reserve for payment of allowed section 503(b)(9) administrative expense claims, a carve-out for critical vendor payments approved by the Court, and a sufficient professional fee carve-out for the Committee and its professionals;

3. Strike or materially limit the release and indemnification provisions to preserve estate causes of action, provide a meaningful challenge period of no less than seventy-five (75) days, and ensure that the Committee and other parties in interest retain the ability to investigate and prosecute claims against the pre-petition lenders, the DIP Agent, and their respective affiliates;

4. Modify the case milestones and budget constraints to provide the Debtor and the Committee adequate time and resources to investigate pre-petition transactions, pursue value-maximizing alternatives, and fulfill their respective obligations under the Bankruptcy Code; and

5. Grant such other and further relief as the Court deems just and proper. Respectfully submitted, CALDERWOOD & HARKNESS LLP By: ________ Colette Whitman (Del. Bar No. 5847) Nathaniel Bower (Del. Bar No. 6193) Nathan Ikeda (Del. Bar No. 6512) Gabrielle Moss (Del. Bar No. 6734) 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 555-4000 Facsimile: (212) 555-4001 — and — 1105 N. Market Street, Suite

1. Brindoval Baines & Lord LLP Attn: Harrison Caldwell 51 West 52nd Street New York, New York 10019 Counsel for the Debtor

2. Borwick Sato LLP Attn: Michael Donnelly 919 N. Market Street, Suite 600 Wilmington, Delaware 19801 Delaware Co-Counsel for the Debtor