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Contract analysis / voluntary-petition-chapter-11.docx
voluntary-petition-chapter-11.docx
High · 1
Medium · 0
Standard · 4
1. On the date hereof, June 20, 2022, each of the Debtors has filed a separate voluntary
1. On the date hereof, June 20, 2022, each of the Debtors has filed a separate voluntary petition for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Ohio, Eastern Division (the "Court").
2. Crestline Packaging Solutions LLC is the lead debtor and has been assigned Case No. 22
2. Crestline Packaging Solutions LLC is the lead debtor and has been assigned Case No. 22-51247. CPS Holdings Inc. has been assigned Case No. 22-51248.
3. A motion for joint administration of these chapter 11 cases pursuant to Rule 1015(b) o
3. A motion for joint administration of these chapter 11 cases pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Local Rule 1015-1 is being filed contemporaneously herewith. The Debtors respectfully request that the Court authorize the joint administration of these cases for procedural purposes only, under Lead Case No. 22-51247, and that all further pleadings, motions
4. Joint administration is warranted because the Debtors are affiliated entities. CPS Hol
4. Joint administration is warranted because the Debtors are affiliated entities. CPS Holdings Inc. is the direct parent and sole equity holder of Crestline Packaging Solutions LLC. Joint administration will avoid the unnecessary duplication of hearings, notices, and other administrative burdens, thereby promoting judicial economy and reducing costs to the estates.
5. The Debtors emphasize that this request is for joint administration only, and not for
5. The Debtors emphasize that this request is for joint administration only, and not for substantive consolidation of the Debtors' respective estates. Each Debtor's estate shall remain separate and distinct.
6. These chapter 11 cases are prepackaged cases. Prior to the filing of these petitions,
6. These chapter 11 cases are prepackaged cases. Prior to the filing of these petitions, the Debtors solicited and obtained the requisite acceptances of their Joint Prepackaged Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the "Plan"). A motion seeking approval of the Debtors' disclosure statement and confirmation of the Plan will be filed shortly after the petition date. PART TWO VOLUNTARY PE
1. Debtor's name:
1. Debtor's name: Crestline Packaging Solutions LLC
2. All other names the debtor has used in the last 8 years:
2. All other names the debtor has used in the last 8 years: CPS; Crestline
3. Debtor's federal Employer Identification Number (EIN):
3. Debtor's federal Employer Identification Number (EIN): 31-1782094
4. Debtor's address:
4. Debtor's address: Principal place of business: 4710 Industrial Corridor Drive Akron, OH 44308 Mailing address (if different from principal place of business): Same as above
5. Debtor's county of principal place of business:
5. Debtor's county of principal place of business: Summit County, Ohio
6. Debtor's other locations:
6. Debtor's other locations: In addition to its principal place of business located in Akron, Ohio, the Debtor operates manufacturing and distribution facilities at the following locations: • Manufacturing Plant, 2200 Lynch Road, Evansville, IN 47711 • Manufacturing Plant, 8801 Industriplex Boulevard, Baton Rouge, LA 70809 • Satellite Production Facility, 401 South Freedom Street, Ravenna, OH 44266
7. Location of principal assets:
7. Location of principal assets: The Debtor's principal assets, consisting of manufacturing equipment, inventory, intellectual property, accounts receivable, and real and personal property, are located at its headquarters and principal manufacturing facility at 4710 Industrial Corridor Drive, Akron, OH 44308, and at the additional plant locations identified in Item 6 above. Part 2: Identify the Debtor's Type of Entit
8. Type of entity (check one):
8. Type of entity (check one): • [ ] Corporation • [x] Limited Liability Company • [ ] Partnership • [ ] Other (specify): _
9. Organizational details:
9. Organizational details: State or jurisdiction of organization: Ohio Date of organization: 2007
10. Is the debtor a tax-exempt entity under Internal Revenue Code section 501?
10. Is the debtor a tax-exempt entity under Internal Revenue Code section 501? No.
11. Are the debtor's securities listed on a public stock exchange?
11. Are the debtor's securities listed on a public stock exchange? No.
12. Is the debtor a small business debtor as defined in 11 U.S.C. § 101(51D)?
12. Is the debtor a small business debtor as defined in 11 U.S.C. § 101(51D)? No. The Debtor's aggregate noncontingent liquidated secured and unsecured debts as of the date of the filing of this petition exceed the statutory threshold set forth in 11 U.S.C. § 101(51D), as amended. The Debtor does not elect to be treated as a small business debtor under the Bankruptcy Code.
13. Are the debtor's debts primarily business debts?
13. Are the debtor's debts primarily business debts? Yes. The Debtor's debts are primarily business debts. The Debtor is an operating company engaged in the design, manufacture, and distribution of corrugated and specialty packaging products. Part 3: Chapter of the Bankruptcy Code Under Which the Petition Is Filed
14. Chapter of the Bankruptcy Code:
14. Chapter of the Bankruptcy Code: Chapter 11.
15. Subchapter V election:
15. Subchapter V election: The Debtor does not elect to proceed under subchapter V of chapter 11 of the Bankruptcy Code. Part 4: Nature of Debts
16. Nature of debts:
16. Nature of debts: The Debtor's debts are primarily business debts. The Debtor is an operating company, and substantially all of its obligations arise from or relate to its business operations, including funded debt incurred to finance capital expenditures and operations, trade payables arising in the ordinary course of business, equipment lease obligations, real property lease obligations, utility obligations, emp
17. Nature of this filing:
17. Nature of this filing: This petition is part of a group of petitions being filed simultaneously by affiliated debtors. A motion for joint administration under Bankruptcy Rule 1015(b) is being filed contemporaneously herewith.
18. Related case(s):
18. Related case(s): CPS Holdings Inc. is the sole member and direct parent of the Debtor. CPS Holdings Inc. is filing its voluntary petition for relief under chapter 11 of the Bankruptcy Code simultaneously with this petition in this Court. Part 6: Venue
19. Statement regarding venue:
19. Statement regarding venue: This Debtor has had its domicile, principal place of business, and principal assets in this judicial district for the one hundred and eighty (180) days immediately preceding the date of the filing of this petition, or for a longer portion of such one-hundred-and-eighty-day period than in any other district. The Debtor's principal place of business is located at 4710 Industrial Corridor
20. Estimated number of creditors:
20. Estimated number of creditors: Check one: • [ ] 1–49 • [ ] 50–99 • [ ] 100–199 • [x] 200–999 • [ ] 1,000–5,000 • [ ] 5,001–10,000 • [ ] 10,001–25,000 • [ ] 25,001–50,000 • [ ] 50,001–100,000 • [ ] More than 100,000 The estimated number of creditors is based on the Debtor's prepetition creditor matrix, which includes, among others, trade creditors, secured lenders, holders of second lien notes, landlords, utility
21. Estimated assets:
21. Estimated assets: Check one: • [ ] $0–$50,000 • [ ] $50,001–$100,000 • [ ] $100,001–$500,000 • [ ] $500,001–$1 million • [ ] $1,000,001–$10 million • [ ] $10,000,001–$50 million • [ ] $50,000,001–$100 million • [x] $100,000,001–$500 million • [ ] $500,000,001–$1 billion • [ ] $1,000,000,001–$10 billion • [ ] $10,000,000,001–$50 billion • [ ] More than $50 billion The estimated total assets are based on the Debtor
22. Estimated liabilities:
Standard
⚑ Commercial term
22. Estimated liabilities: Check one: • [ ] $0–$50,000 • [ ] $50,001–$100,000 • [ ] $100,001–$500,000 • [ ] $500,001–$1 million • [ ] $1,000,001–$10 million • [ ] $10,000,001–$50 million • [ ] $50,000,001–$100 million • [x] $100,000,001–$500 million • [ ] $500,000,001–$1 billion • [ ] $1,000,000,001–$10 billion • [ ] $10,000,000,001–$50 billion • [ ] More than $50 billion The Debtor's estimated liabilities consist of
23. Are funds available to pay for the filing fee and administrative costs of this case?
Standard
⚑ Commercial term
23. Are funds available to pay for the filing fee and administrative costs of this case? Yes. The full filing fee required under 28 U.S.C. § 1930(a) is being paid contemporaneously with the filing of this petition. The Debtor has sufficient funds on hand, or access to such funds through cash collateral and anticipated debtor-in-possession financing, to pay the costs of administering this chapter 11 case. A motion for
24. Has any spouse, partner, or affiliate of this debtor filed a bankruptcy case?
24. Has any spouse, partner, or affiliate of this debtor filed a bankruptcy case? Yes. CPS Holdings Inc. is the direct parent company and sole equity holder of Crestline Packaging Solutions LLC. CPS Holdings Inc. is a Delaware corporation that serves as a holding company for its wholly-owned subsidiary, Crestline Packaging Solutions LLC. CPS Holdings Inc. is filing its own voluntary petition for relief under chapter
25. Statement of debtor's awareness and election:
25. Statement of debtor's awareness and election: The Debtor is aware that it may proceed under chapter 7, chapter 11, chapter 12, or chapter 13 of title 11, United States Code, and understands the nature of the relief available under each such chapter. The Debtor elects to proceed under chapter 11 of the Bankruptcy Code.
26. Nature of filing:
26. Nature of filing: This case is a prepackaged chapter 11 case. Prior to the commencement of this case, the Debtor, together with CPS Holdings Inc., solicited and obtained acceptances of their Joint Prepackaged Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the "Plan"), in compliance with sections 1125 and 1126 of the Bankruptcy Code and all applicable non-bankruptcy law. The Debtors intend t
27. Signature of authorized representative of the debtor:
High
⚑ Penalty / liquidated damages
27. Signature of authorized representative of the debtor: I declare under penalty of perjury that the information provided in this petition is true and correct to the best of my knowledge, information, and belief. CRESTLINE PACKAGING SOLUTIONS LLC By: ________ Name: Marcus J. Reinholdt Title: Chief Executive Officer Date: June 20, 2022
28. Counsel for the Debtor:
28. Counsel for the Debtor: Lead Counsel: Calderwood & Harkness LLP Colette Whitman, Responsible Partner 30 Rockefeller Plaza New York, NY 10112 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 Email: whitmanc@calderwoodharkness.com Local Co-Counsel: Kellner & Hartwick LLP Bruce Tatelman, Responsible Partner 600 Superior Avenue East, Suite 1800 Cleveland, OH 44114 Telephone: (216) 696-3939 Facsimile: (216) 696-394
1. Publicly traded equity securities. The Debtor has no publicly traded equity securities
1. Publicly traded equity securities. The Debtor has no publicly traded equity securities. The Debtor is a limited liability company, and all of its membership interests are held by CPS Holdings Inc. None of the Debtor's equity interests are registered under section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") or are listed or traded on any national securities exchange or over-the-counter market.
2. Publicly registered debt securities. The Debtor is the issuer of the following publicl
Standard
⚑ Commercial term
2. Publicly registered debt securities. The Debtor is the issuer of the following publicly registered debt securities: 9.75% Senior Secured Second Lien Notes due 2024 • CUSIP: 22761TAA3 • Aggregate principal amount outstanding: $56,000,000 • Issuer: Crestline Packaging Solutions LLC • Guarantor: CPS Holdings Inc. • Issued under: Indenture, dated as of October 13, 2017 (the "Second Lien Notes Indenture"), among Crestl
1. I am a partner at Calderwood & Harkness LLP, counsel to the Debtor in this chapter 11
1. I am a partner at Calderwood & Harkness LLP, counsel to the Debtor in this chapter 11 case.
2. Pursuant to 11 U.S.C. § 342(b) and Bankruptcy Rule 2016, I have informed the Debtor of
2. Pursuant to 11 U.S.C. § 342(b) and Bankruptcy Rule 2016, I have informed the Debtor of the availability of each chapter of the Bankruptcy Code under which the Debtor may file a petition for relief, including the availability of relief under chapters 7, 11, 12, and 13, and the general nature of relief available under each such chapter.
3. I have explained to the Debtor the distinctions among the various chapters of the Bank
3. I have explained to the Debtor the distinctions among the various chapters of the Bankruptcy Code, and the Debtor has elected to proceed under chapter 11 of the Bankruptcy Code. CALDERWOOD & HARKNESS LLP By: ________ Name: Colette Whitman Title: Partner Date: June 20, 2022 Exhibit C — Statement Regarding Section 342(b) of the Bankruptcy Code Not applicable. Section 342(b) of the Bankruptcy Code applies only to ind
1. Debtor's name:
1. Debtor's name: CPS Holdings Inc.
2. All other names the debtor has used in the last 8 years:
2. All other names the debtor has used in the last 8 years: None.
3. Debtor's federal Employer Identification Number (EIN):
3. Debtor's federal Employer Identification Number (EIN): 82-3491657
4. Debtor's address:
4. Debtor's address: Principal place of business / Mailing address: c/o Crestline Packaging Solutions LLC 4710 Industrial Corridor Drive Akron, OH 44308 Registered agent: National Corporate Services, Inc. 1209 Orange Street Wilmington, DE 19801
5. Debtor's county of principal place of business:
5. Debtor's county of principal place of business: Summit County, Ohio
6. Debtor's other locations:
6. Debtor's other locations: CPS Holdings Inc. is a holding company and does not maintain any separate operating facilities. Its business address is care of its wholly-owned subsidiary, Crestline Packaging Solutions LLC, at the address set forth above.
7. Location of principal assets:
7. Location of principal assets: CPS Holdings Inc. is a holding company. Its principal assets are held indirectly through its 100% ownership of Crestline Packaging Solutions LLC. The assets of Crestline Packaging Solutions LLC are located principally in Akron, Ohio, with additional assets at manufacturing plants in Evansville, Indiana; Baton Rouge, Louisiana; and Ravenna, Ohio, as more fully described in the voluntar
8. Type of entity (check one):
8. Type of entity (check one): • [x] Corporation • [ ] Limited Liability Company • [ ] Partnership • [ ] Other (specify): _
9. Organizational details:
9. Organizational details: State or jurisdiction of incorporation: Delaware Date of incorporation: 2017
10. Is the debtor a tax-exempt entity under Internal Revenue Code section 501?
10. Is the debtor a tax-exempt entity under Internal Revenue Code section 501? No.
11. Are the debtor's securities listed on a public stock exchange?
11. Are the debtor's securities listed on a public stock exchange? No.
12. Is the debtor a small business debtor as defined in 11 U.S.C. § 101(51D)?
12. Is the debtor a small business debtor as defined in 11 U.S.C. § 101(51D)? No. CPS Holdings Inc. is a guarantor under the First Lien Credit Agreement and the Second Lien Notes Indenture. Its aggregate noncontingent liquidated debts exceed the statutory threshold set forth in 11 U.S.C. § 101(51D), as amended. CPS Holdings Inc. does not elect to be treated as a small business debtor under the Bankruptcy Code.
13. Are the debtor's debts primarily business debts?
13. Are the debtor's debts primarily business debts? Yes. CPS Holdings Inc. is a holding company whose obligations consist primarily of guaranty obligations under secured credit facilities and an indenture, as well as intercompany obligations, all of which arose in connection with the business operations of its wholly-owned subsidiary. Part 3: Chapter of the Bankruptcy Code Under Which the Petition Is Filed
14. Chapter of the Bankruptcy Code:
14. Chapter of the Bankruptcy Code: Chapter 11.
15. Subchapter V election:
15. Subchapter V election: The Debtor does not elect to proceed under subchapter V of chapter 11 of the Bankruptcy Code. Part 4: Nature of Debts
16. Nature of debts:
Standard
⚑ Commercial term
16. Nature of debts: The Debtor's debts are primarily business debts. CPS Holdings Inc. is a holding company, and its obligations consist principally of (a) guaranty obligations under the First Lien Credit Agreement in respect of an aggregate of approximately $191.3 million in first lien revolving credit facility borrowings and first lien term loan obligations of Crestline Packaging Solutions LLC, (b) guaranty obliga
17. Nature of this filing:
17. Nature of this filing: This petition is part of a group of petitions being filed simultaneously by affiliated debtors. A motion for joint administration under Bankruptcy Rule 1015(b) is being filed contemporaneously herewith.
18. Related case(s):
18. Related case(s): Crestline Packaging Solutions LLC is the direct, wholly-owned subsidiary of CPS Holdings Inc. Crestline Packaging Solutions LLC is filing its voluntary petition for relief under chapter 11 of the Bankruptcy Code simultaneously with this petition in this Court. Crestline Packaging Solutions LLC has been designated as the lead case debtor. Part 6: Venue
19. Statement regarding venue:
19. Statement regarding venue: Venue is proper in the Northern District of Ohio, Eastern Division, pursuant to 28 U.S.C. § 1408(2), because an affiliate of this Debtor, Crestline Packaging Solutions LLC, has its principal place of business in this district, and Crestline Packaging Solutions LLC has a case pending under title 11 of the United States Code in this Court as of the date of the filing of this petition. Cre
20. Estimated number of creditors:
20. Estimated number of creditors: Check one: • [x] 1–49 • [ ] 50–99 • [ ] 100–199 • [ ] 200–999 • [ ] 1,000–5,000 • [ ] 5,001–10,000 • [ ] 10,001–25,000 • [ ] 25,001–50,000 • [ ] 50,001–100,000 • [ ] More than 100,000 CPS Holdings Inc. is a holding company with limited direct creditors. Its obligations are primarily guaranty obligations and intercompany claims. The Debtor estimates that it has fewer than 50 direct c
21. Estimated assets:
21. Estimated assets: Check one: • [ ] $0–$50,000 • [ ] $50,001–$100,000 • [ ] $100,001–$500,000 • [ ] $500,001–$1 million • [ ] $1,000,001–$10 million • [ ] $10,000,001–$50 million • [ ] $50,000,001–$100 million • [x] $100,000,001–$500 million • [ ] $500,000,001–$1 billion • [ ] $1,000,000,001–$10 billion • [ ] $10,000,000,001–$50 billion • [ ] More than $50 billion The estimated assets of CPS Holdings Inc. are held