Contract analysis

1. The Debtors file this Corporate Ownership Statement pursuant to Federal Rule of Bankruptcy Procedure 2015.3, which requires each debtor that is a corporation to file periodic reports with the Court identifying all entities in which the debtor holds a controlling or substantial interest, as well as disclosing the organizational structure and equity ownership of each debtor entity. This Statement is also filed in ac

2. The purpose of this Statement is threefold: (a) to disclose the organizational structure and equity ownership of each Debtor entity; (b) to identify all entities in which the Debtors hold a direct or indirect equity interest; and (c) to provide the Court, the United States Trustee, creditors, and all parties in interest with a clear depiction of the corporate relationships among the Debtors and their affiliates, t

3. On June 20, 2022 (the "Petition Date"), each of the Debtors filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the "Bankruptcy Code"), in the United States Bankruptcy Court for the Northern District of Ohio. Pursuant to an order of this Court entered on even date herewith, the Debtors' Chapter 11 cases are being jointly administered for procedura

4. This Statement is being filed contemporaneously with the Debtors' voluntary petitions and is intended to satisfy the initial reporting obligation under Rule 2015.3. The Debtors will file supplemental or amended statements as may be required during the pendency of these Chapter 11 cases.

II. IDENTIFICATION OF THE DEBTORS A. Crestline Packaging Solutions LLC

5. The following information pertains to Crestline Packaging Solutions LLC, the primary operating Debtor in these cases: Full Legal Name: Crestline Packaging Solutions LLC Entity Type: Limited Liability Company Jurisdiction of Organization: State of Ohio Federal Employer Identification Number (EIN): 31-1782094 Headquarters Address: 4710 Industrial Corridor Drive, Akron, OH 44308 Date of Formation: Crestline was origi

6. The following information pertains to CPS Holdings Inc., the intermediate holding company and co-Debtor in these cases: Full Legal Name: CPS Holdings Inc. Entity Type: Corporation Jurisdiction of Incorporation: State of Delaware Federal Employer Identification Number (EIN): 82-3491657 Registered Agent: National Corporate Services, Inc., 1209 Orange Street, Wilmington, DE 19801 Date of Formation: CPS Holdings was f

III. EQUITY OWNERSHIP STRUCTURE A. Ownership of Crestline Packaging Solutions LLC

7. One hundred percent (100%) of the membership interests in Crestline Packaging Solutions LLC are held by CPS Holdings Inc. CPS Holdings is the sole member and direct parent of Crestline. The membership interests are not certificated and are governed by the Amended and Restated Limited Liability Company Agreement of Crestline Packaging Solutions LLC, dated as of October 13, 2017.

8. No other person or entity holds any equity interest, option, warrant, convertible security, profits interest, or other equity-linked security or right in or with respect to Crestline Packaging Solutions LLC. There are no outstanding management incentive units, phantom equity awards, or similar interests that have been issued by Crestline, all such arrangements having been established at the CPS Holdings level as d

9. One hundred percent (100%) of the issued and outstanding shares of common stock of CPS Holdings Inc. are held, directly or through affiliated investment vehicles, by Thornfield Capital Partners LP ("Thornfield" or the "Sponsor"). The following information pertains to Thornfield: Entity Name: Thornfield Capital Partners LP Entity Type: Delaware limited partnership Principal Office: 590 Lexington Avenue, Suite 3200,

10. Thornfield acquired 100% of the equity of CPS Holdings Inc. in October 2017 through a leveraged buyout transaction (the "LBO") that closed on October 13, 2017. The LBO was consummated at an aggregate enterprise value of approximately $410.0 million. Thornfield's equity contribution to the transaction was approximately $163.0 million, representing approximately 39.8% of the total enterprise value. The remainder of

11. No other person or entity holds any equity interest, option, warrant, convertible security, or other equity-linked security in CPS Holdings Inc. At the time of the LBO, CPS Holdings established a Management Incentive Plan (the "MIP") that authorized the issuance of profits interests and phantom equity awards to certain members of Crestline's senior management. However, as of the Petition Date, all outstanding MIP

12. The following diagram summarizes the equity ownership chain of the Debtors: Thornfield Capital Partners LP (100% equity holder; non-debtor) ↓ 100% of common stock CPS Holdings Inc. (intermediate holding company; co-Debtor) ↓ 100% of membership interests Crestline Packaging Solutions LLC (operating entity; co-Debtor)

13. As set forth above and depicted in the organizational chart attached hereto as Exhibit A, the Debtors' corporate structure is straightforward, consisting of a single-tier holding company structure with one intermediate parent (CPS Holdings) and one operating subsidiary (Crestline), with all equity ultimately controlled by the Sponsor.

14. An organizational chart depicting the complete corporate ownership structure of the Debtors is attached hereto as Exhibit A and is incorporated herein by reference.

15. The organizational chart identifies the following key elements: (a) Top of Structure: Thornfield Capital Partners LP, a Delaware limited partnership and the non-debtor equity sponsor, is depicted at the top of the organizational chart. Thornfield holds 100% of the issued and outstanding equity of CPS Holdings Inc. (b) Intermediate Level: CPS Holdings Inc., a Delaware corporation and co-Debtor in these cases (EIN:

V. IDENTIFICATION OF OPERATING LOCATIONS

16. Although Crestline operates through four manufacturing facilities and one leased warehouse, none of these locations is held through a subsidiary entity. All facilities are owned or leased directly by Crestline Packaging Solutions LLC. No subsidiary entities hold any leasehold or fee interests in any real property. The Debtors identify the following operating locations for the information of the Court and parties

VI. ENTITIES IN WHICH THE DEBTORS HOLD AN INTEREST

17. Except as disclosed herein, neither Crestline Packaging Solutions LLC nor CPS Holdings Inc. holds any direct or indirect equity interest, ownership stake, or investment of any kind in any corporation, limited liability company, partnership, joint venture, trust, or other entity. CPS Holdings' sole material asset is its 100% membership interest in Crestline Packaging Solutions LLC, as disclosed in Section III abov

18. No non-debtor subsidiaries exist. Crestline does not hold any equity interests in any other entity, and does not participate in any joint venture or partnership arrangement. Accordingly, there are no non-debtor affiliates (other than the Sponsor) whose financial condition or operations are material to the administration of these Chapter 11 cases.

VII. PUBLICLY TRADED SECURITIES

19. Neither Debtor has any publicly traded equity securities. CPS Holdings Inc. is a privately held corporation, and all of its issued and outstanding equity is held by Thornfield Capital Partners LP as described in Section III above. Crestline Packaging Solutions LLC is a limited liability company whose sole member is CPS Holdings.

20. For completeness, the Debtors note that Crestline Packaging Solutions LLC is the issuer of $60.0 million in original aggregate principal amount of 9.75% Senior Secured Second Lien Notes due 2024 (CUSIP: 22761TAA3) (the "Second Lien Notes"), issued on October 13, 2017 pursuant to the Second Lien Notes Indenture. As of the Petition Date, $56.0 million in aggregate principal amount of Second Lien Notes remains outst

VIII. MANAGEMENT OF THE DEBTORS A. Officers of Crestline Packaging Solutions LLC

21. As of the Petition Date, the following individuals serve as the principal officers of Crestline Packaging Solutions LLC:

22. The officers of Crestline are responsible for the day-to-day management and operations of Crestline's business, subject to the oversight of CPS Holdings' board of directors and, during the pendency of these Chapter 11 cases, the authority of this Court. B. Officers and Directors of CPS Holdings Inc.

23. CPS Holdings Inc. is managed by a board of directors, the composition of which is controlled by Thornfield Capital Partners LP as sole equity holder. As of the Petition Date, the board of directors of CPS Holdings consists of the following members:

24. The officers of CPS Holdings overlap substantially with the management of Crestline. Marcus J. Reinholdt serves as President of CPS Holdings, and Dana Kowalski serves as Treasurer of CPS Holdings. Preston Yee serves as Secretary of CPS Holdings.

IX. TREATMENT OF EQUITY UNDER PREPACKAGED PLAN

25. The Debtors note for the Court's information that, in connection with these Chapter 11 cases, the Debtors have entered into a Restructuring Support Agreement dated July 8, 2022 (the "RSA"), with holders representing approximately 78% of the outstanding principal amount of the First Lien Term Loan and approximately 92% of the outstanding principal amount of the Second Lien Notes. The Debtors have also filed a prep

26. Under the terms of the RSA and the Plan, all existing equity interests in CPS Holdings Inc. held by Thornfield Capital Partners LP — including all common stock and all awards issued under the Management Incentive Plan — are to be cancelled on the effective date of the Plan (the "Effective Date") without any distribution to existing equity holders, resulting in a zero percent (0%) recovery for the holders of exist

27. Following the Effective Date, equity interests in reorganized Crestline Packaging Solutions LLC (or its successor entity) will be issued and distributed to creditors in accordance with the terms of the Plan. The specific allocation of new equity interests among creditor classes is set forth in the Plan and the associated Disclosure Statement, which have been filed with this Court and are available for review on t

28. The Debtors reserve all rights to amend, supplement, or modify this Corporate Ownership Statement at any time and from time to time as may be required or appropriate during the pendency of these Chapter 11 cases, including without limitation, to reflect any changes in corporate structure, equity ownership, management, or other matters disclosed herein. Any such amendment or supplement shall be filed with the Cour

29. The Debtors respectfully submit that this Corporate Ownership Statement, together with the organizational chart attached hereto as Exhibit A, satisfies the requirements of Federal Rule of Bankruptcy Procedure 2015.3, any applicable local rules, and any standing orders of this Court pertaining to the disclosure of corporate ownership information by debtors in Chapter 11 cases.

30. The Debtors respectfully request that the Court accept and docket this Corporate Ownership Statement and grant such other and further relief as may be just and proper. Dated: June 20, 2022 Cleveland, Ohio Respectfully submitted, CALDERWOOD & HARKNESS LLP By: ________ Colette Whitman (admitted pro hac vice) Nathaniel Bower (admitted pro hac vice) 30 Rockefeller Plaza New York, NY 10112 Telephone: (212) 558-4000 Fa