Contract analysis

1. The Reorganized Debtors respectfully move this Court for entry of a final decree closing the above-captioned jointly administered Chapter 11 cases pursuant to 11 U.S.C. § 350(a) and Federal Rule of Bankruptcy Procedure 3022. As set forth more fully herein, the Prepackaged Plan of Reorganization (Dkt. 47) (the "Plan") has been substantially consummated, all distributions required under the Plan have been completed,

2. Crestline Packaging Solutions LLC ("Crestline" or "CPS"), an Ohio limited liability company headquartered at 4710 Industrial Corridor Drive, Akron, Ohio 44308, and CPS Holdings Inc. ("CPS Holdings"), a Delaware corporation, filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") on June 20, 2022 (the "Petition Date"). The Chapter 11 cases were jointly adm

3. On September 2, 2022, the Court entered the Order Confirming the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (Dkt. 112) (the "Confirmation Order"), confirming the Plan upon findings that all requirements of Section 1129(a) of the Bankruptcy Code were satisfied.

4. The Effective Date of the Plan (the "Effective Date") occurred on September 30, 2022. On and following the Effective Date, the Reorganized Debtors effectuated all transactions and distributions contemplated by the Plan, assumed operation of the reorganized business, and have since diligently administered the estates to conclusion.

5. As of the date of this Motion, the Plan has been substantially consummated within the meaning of 11 U.S.C. § 1101(2), all distributions required under the Plan have been made, all administrative claims and professional fee claims have been resolved and paid in full, all executory contracts and unexpired leases have been addressed, all claims have been resolved with no disputed, contingent, or unliquidated claims r

6. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334 and the General Order of Reference entered in this District. This is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2), and this Court may enter a final order consistent with Article III of the United States Constitution.

7. Venue is proper in the Northern District of Ohio, Eastern Division, pursuant to 28 U.S.C. §§ 1408 and 1409, as Crestline's principal place of business and principal assets have been located in this District for the 180 days preceding the Petition Date.

8. The statutory predicates for the relief requested herein are 11 U.S.C. § 350(a), which provides that "[a]fter an estate is fully administered and the court has disposed of all matters properly before it, the court shall close the case," and Federal Rule of Bankruptcy Procedure 3022, which provides that "[a]fter an estate is fully administered in a chapter 11 reorganization case, the court, on its own motion or on

III. BACKGROUND A. The Debtors and the Chapter 11 Cases

9. Crestline Packaging Solutions LLC is an Ohio limited liability company (EIN: 31-1782094) engaged in the manufacture, sale, and distribution of high-density polyethylene ("HDPE") drums, intermediate bulk containers ("IBCs"), steel pails, and specialty containment vessels serving customers principally in the chemical, petrochemical, and agricultural sectors throughout the United States. Founded in 1986, Crestline ha

10. CPS Holdings Inc. is a Delaware corporation (EIN: 82-3491657) and the direct parent and sole equity holder of Crestline. CPS Holdings was formed in 2017 in connection with the leveraged buyout of Crestline by Thornfield Capital Partners LP ("Thornfield"), a private equity firm headquartered in New York, New York. CPS Holdings' registered agent is located at 1209 Orange Street, Wilmington, Delaware 19801, c/o Nati

11. Crestline operates four manufacturing and distribution facilities across three states: (a) Plant 1 (Headquarters): 4710 Industrial Corridor Drive, Akron, Ohio 44308 — primary manufacturing facility for HDPE drums and IBCs, and location of corporate headquarters and administrative offices; (b) Plant 2: 2255 Commerce Parkway, Evansville, Indiana 47725 — secondary manufacturing facility for steel pails and HDPE drum

12. As of the Petition Date, the Debtors employed approximately 1,420 individuals across the four manufacturing facilities, including approximately 620 hourly production employees at Plant 1, 310 at Plant 2, 280 at Plant 3, and 210 at Plant 4. The Debtors reported fiscal year 2021 revenue of approximately $312.6 million and adjusted EBITDA of approximately $29.1 million on a trailing twelve-month basis as of the quar

13. The Debtors' financial difficulties arose principally from the capital structure put in place in connection with the October 13, 2017 leveraged buyout by Thornfield Capital Partners LP. As of the Petition Date, the Debtors' total funded debt was approximately $247.3 million, consisting of the following obligations: (a) First Lien Revolving Credit Facility: $32.6 million drawn on a $40.0 million revolving credit f

14. The combined weight of the leveraged capital structure, together with margin pressure from rising resin input costs, supply chain disruptions, and the loss of two significant customer contracts in the second half of fiscal year 2021, resulted in a sustained deterioration in the Debtors' financial performance. In the first quarter of fiscal year 2022, the Debtors breached the maximum total leverage ratio financial

15. On April 22, 2022, Ridgeline National Bank, N.A., in its capacity as administrative agent under the First Lien Credit Agreement, delivered a Notice of Default to the Debtors pursuant to Section 8.01 of the First Lien Credit Agreement. The delivery of the Notice of Default triggered cross-default provisions under the Second Lien Notes Indenture, placing both tranches of the Debtors' funded debt into simultaneous d

16. Following extensive negotiations among the Debtors, their prepetition lenders, and their respective advisors, a Forbearance Agreement was executed on May 18, 2022, pursuant to which the first lien lenders agreed to forbear from exercising remedies for an initial period of 45 days, subsequently extended to July 15, 2022, to provide the Debtors with a window within which to negotiate and document a consensual restr

17. On July 8, 2022, following approximately seven weeks of intensive, arm's-length negotiations, the Debtors, Thornfield Capital Partners LP, the Ad Hoc Group of First Lien Lenders (represented by Hargrove, Mitchell & Saunders LLP), and the Ad Hoc Group of Second Lien Noteholders (represented by Pemberton & Locke LLP) executed the Restructuring Support Agreement (the "RSA"). The RSA set forth, among other things, th

18. The following is a summary of the key events and milestones in the administration of these Chapter 11 cases: E. The Plan and Confirmation

19. The Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (Dkt. 47) was confirmed by the Confirmation Order (Dkt. 112) entered on September 2, 2022. The Court found and concluded that all requirements of 11 U.S.C. § 1129(a) were satisfied, including, without limitation, that the Plan was proposed in good faith, that the Plan complied with the applicable provisions of the Ba

20. All impaired classes of claims and interests voted to accept the Plan by the requisite majorities under 11 U.S.C. § 1126(c) and (d), as follows:

21. Pinnacle Claims Administration LLC ("Pinnacle") served as the Court-approved claims and noticing agent in these Chapter 11 cases and tabulated all votes in connection with the Plan. Pinnacle certified the voting results in its Voting Report filed with the Court on August 15, 2022, confirming that each impaired class had accepted the Plan by the requisite statutory majorities.

22. The Effective Date of the Plan occurred on September 30, 2022, upon satisfaction of all conditions precedent to the occurrence thereof as set forth in the Plan.

IV. THE PLAN HAS BEEN SUBSTANTIALLY CONSUMMATED A. Legal Standard

23. Section 350(a) of the Bankruptcy Code provides that "[a]fter an estate is fully administered and the court has disposed of all matters properly before it, the court shall close the case." 11 U.S.C. § 350(a). Federal Rule of Bankruptcy Procedure 3022 similarly provides that "[a]fter an estate is fully administered in a chapter 11 reorganization case, the court, on its own motion or on motion of a party in interest

25. Courts routinely consider the following factors, derived from the advisory committee notes to former Bankruptcy Rule 3022 and related case law, in determining whether a Chapter 11 case is fully administered and ripe for closing: (i) whether the order confirming the plan has become final; (ii) whether deposits required by the plan have been distributed; (iii) whether the property proposed by the plan to be transfe

26. As set forth below, each of the foregoing factors is satisfied in these Chapter 11 cases. B. Satisfaction of Substantial Consummation Requirements

27. On the Effective Date, all transfers of property contemplated by the Plan were effectuated in full, including the following: (a) Reorganized Equity to First Lien Secured Claimants. Ninety-two percent (92%) of the equity membership interests in reorganized Crestline Packaging Solutions LLC were issued and distributed pro rata to holders of allowed Class 2 First Lien Secured Claims in partial satisfaction of their

28. Accordingly, all transfers of property proposed by the Plan to be transferred have been completed in full, satisfying the requirement of 11 U.S.C. § 1101(2)(A).

2. Assumption of Business Operations.

29. On and following the Effective Date, reorganized Crestline Packaging Solutions LLC assumed full management and operation of the business at all four manufacturing facilities. Amended and restated organizational documents for reorganized Crestline, including its Amended and Restated Limited Liability Company Agreement, were filed and became effective on or about the Effective Date. A new board of directors/manager

30. The Reorganized Debtors have operated the business in the ordinary course since the Effective Date without interruption. All four manufacturing facilities remain fully operational, and the Reorganized Debtors have maintained their customer relationships, vendor relationships, and employee base through and following the reorganization.

31. Accordingly, the requirement of 11 U.S.C. § 1101(2)(B) — assumption by the successor to the debtor of the business and management of all or substantially all of the property dealt with by the Plan — has been satisfied.

3. Commencement and Completion of Distributions.

32. All distributions under the Plan have been made in full. Specifically: (a) Class 1 — Other Priority Claims. All allowed Other Priority Claims were paid in full in cash on the Effective Date or as soon as practicable thereafter, resulting in a 100% recovery for holders of allowed Class 1 claims. (b) Class 2 — First Lien Secured Claims ($191.3 million). Holders of allowed Class 2 First Lien Secured Claims received

33. No distributions remain outstanding under the Plan. Accordingly, the requirement of 11 U.S.C. § 1101(2)(C) — commencement of distribution under the plan — has been satisfied, and indeed all distributions have been completed.

V. ALL ADMINISTRATIVE CLAIMS AND PROFESSIONAL FEES HAVE BEEN RESOLVED AND PAID A. Professional Fee Claims

34. All applications for allowance and payment of compensation and reimbursement of expenses of professionals retained by the Debtors' estates in these Chapter 11 cases have been filed, noticed, heard, and resolved by final order of this Court. All allowed professional fee claims have been paid in full. The following is a summary of the final allowed professional fees and expenses in these cases:

35. Calderwood & Harkness LLP served as lead restructuring counsel to the Debtors and Reorganized Debtors throughout these Chapter 11 cases. Key professionals included Colette Whitman (Responsible Partner, billed at $1,575 per hour), Nathaniel Bower (Billing Partner, billed at $1,475 per hour), Gabrielle Moss (Lead Associate, billed at $895 per hour), and Amy Chesterton (Associate, billed at $725 per hour). Calderwoo

36. Kellner & Hartwick LLP served as local co-counsel to the Debtors and Reorganized Debtors in the Northern District of Ohio, with Bruce Tatelman serving as lead partner.

37. Aldersgate Advisory Group LLC served as financial advisor to the Debtors and Reorganized Debtors, with Priya Narayanan, Managing Director, serving as the lead advisor. Aldersgate's compensation consisted of monthly advisory fees of approximately $175,000 per month for the approximately three-month duration of the engagement, together with a completion fee of $3,500,000, payable upon the Effective Date.

38. Pinnacle Claims Administration LLC served as the Court-appointed claims and noticing agent, responsible for, among other things, maintaining the claims register, processing proofs of claim, tabulating Plan votes, and mailing notices required under the Bankruptcy Code and Federal Rules of Bankruptcy Procedure.

39. Dralvecen Reyes Linley CPAs LLP & Associates LLP served as tax and accounting advisor to the Debtors and Reorganized Debtors, with Catherine Holtz, Partner, serving as the lead professional on the engagement.

40. All such professional fees and expenses have been paid in full, and no outstanding professional fee claims or applications remain pending. B. U.S. Trustee Fees

41. All quarterly fees due to the United States Trustee for Region 9, Office of the United States Trustee, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Cleveland, Ohio 44114, pursuant to 28 U.S.C. § 1930(a)(6) have been calculated and paid in full through the final reporting period. The Reorganized Debtors are current on all such obligations and have provided confirmation of payment to the Office of the

42. All administrative expense claims allowed under 11 U.S.C. § 503 have been resolved and paid in full, including, without limitation, the following: (a) DIP Facility Obligations. The $30.0 million senior secured superpriority revolving DIP credit facility with Ridgeline National Bank, N.A. as DIP agent (the "DIP Facility"), including the $450,000 commitment fee and $600,000 closing fee, was repaid in full on the Ef

43. No administrative expense claims remain unpaid or unresolved.

VI. ALL EXECUTORY CONTRACTS AND UNEXPIRED LEASES HAVE BEEN ADDRESSED

44. All executory contracts and unexpired leases have been assumed or rejected in accordance with the Plan and the Plan Supplement, and all cure amounts associated with assumed contracts have been paid in full. Specifically: (a) Resin Supply Agreement. The Resin Supply Agreement with Northstar Polymers Inc. (Houston, Texas), dated March 1, 2019, was assumed under the Plan. This agreement is a critical supply contract

45. All contracts and leases designated for rejection under the Plan have been rejected, and any resulting rejection damage claims have been resolved, either through allowance and distribution under the Plan (as Class 4 General Unsecured Claims) or through disallowance by order of this Court. No unresolved cure or rejection damage claims remain.

VII. ALL CLAIMS HAVE BEEN RESOLVED

46. The general claims bar date in these Chapter 11 cases passed without extension. All proofs of claim filed in these cases have been reviewed, reconciled, and either allowed, disallowed, or otherwise resolved by agreement of the parties or by order of this Court.

47. The claims register maintained by Pinnacle Claims Administration LLC reflects no outstanding disputed, contingent, or unliquidated claims. All objections to proofs of claim have been resolved, and no claim objections remain pending before this Court.

48. All distributions on account of allowed claims have been completed as described in Section IV.B.3, above. No reserve established under the Plan for disputed claims remains in existence, as all disputed claims have been resolved and all reserves have been distributed or returned.

VIII. ALL REQUIRED REPORTS HAVE BEEN FILED

49. The Reorganized Debtors have filed all post-confirmation reports and operating reports required by the Office of the United States Trustee and this Court, including all Monthly Operating Reports and Post-Confirmation Reports for all periods from the Petition Date through the date of this Motion.

50. All federal, state, and local tax returns and related filings required by the Bankruptcy Code and applicable non-bankruptcy law have been filed or are being handled by Dralvecen Reyes Linley CPAs LLP & Associates LLP. The Reorganized Debtors have adopted fresh-start accounting as of the Effective Date in accordance with Accounting Standards Codification Topic 852, Reorganizations ("ASC 852"), and all financial st