Contract analysis

1. Calderwood & Harkness LLP ("C&H" or the "Firm"), through the undersigned, Colette Whitman, Responsible Partner in the Bankruptcy & Restructuring practice group, respectfully submits this Verified Statement (the "Statement") pursuant to Federal Rule of Bankruptcy Procedure 2014(a) in connection with the Firm's application (the "Application") to be retained as counsel to the above-captioned debtors and debtors in po

2. This Statement is filed concurrently with the Application and sets forth certain information regarding the Firm and its professionals, including all connections of the Firm with the Debtors, their creditors, any other parties in interest, their respective attorneys and accountants, the United States Trustee, and any person employed in the office of the United States Trustee, as required by Federal Rule of Bankrupt

3. As set forth in detail below, C&H has conducted a comprehensive conflicts review and, based on such review, believes that it is a "disinterested person" as that term is defined in Section 101(14) of Title 11 of the United States Code (the "Bankruptcy Code"), does not hold or represent an interest adverse to the estates of the Debtors, and is eligible for retention under Section 327(a) of the Bankruptcy Code.

4. The Debtors in these jointly administered Chapter 11 cases are: (a) Crestline Packaging Solutions LLC, an Ohio limited liability company (EIN: 31-1782094); and (b) CPS Holdings Inc., a Delaware corporation (EIN: 82-3491657). Each Debtor is a debtor and debtor in possession under Sections 1107(a) and 1108 of the Bankruptcy Code.

5. The Chapter 11 petitions for the Debtors were filed on June 20, 2022 (the "Petition Date"). The Debtors continue to operate their businesses and manage their properties as debtors in possession in accordance with Sections 1107(a) and 1108 of the Bankruptcy Code.

II. BACKGROUND OF THE ENGAGEMENT

6. C&H was retained by Crestline Packaging Solutions LLC and CPS Holdings Inc. on or about June 8, 2022, as reflected in the written engagement letter of that date (the "Engagement Letter"), to serve as debtor's counsel in connection with the preparation, filing, and prosecution of a prepackaged Chapter 11 plan of reorganization and all related matters. In the weeks prior to the execution of the Engagement Letter, C&

7. C&H is an international law firm with offices in New York, London, Washington, D.C., Los Angeles, San Francisco, Hong Kong, and other cities worldwide. The Firm's Bankruptcy & Restructuring practice group regularly represents debtors, creditors, equity holders, and other parties in interest in complex Chapter 11 proceedings, out-of-court restructurings, and distressed transactions. C&H's principal office is locate

8. In connection with the engagement, the Firm received a prepetition retainer in the amount of $500,000 on June 10, 2022, by wire transfer from Crestline Packaging Solutions LLC. The retainer was applied against prepetition fees and expenses incurred in connection with the Debtors' restructuring preparations, including due diligence, negotiation of the restructuring support agreement, preparation of first-day pleadi

9. The Firm's engagement team for these Chapter 11 cases consists of the following primary timekeepers, whose current hourly billing rates are set forth below:

10. In addition to the foregoing primary engagement team members, the Firm anticipates that additional timekeepers from C&H's tax, corporate, real estate, litigation, environmental, and other practice groups may be called upon to assist in these Chapter 11 cases from time to time, as the needs of the engagement may require. The billing rates of such additional timekeepers will be disclosed in the Firm's interim and f

III. SCOPE OF DISCLOSURE AND METHODOLOGY

11. In preparing this Statement, C&H has undertaken a comprehensive and thorough conflicts review to identify and disclose all connections between the Firm and parties in interest in these Chapter 11 cases. The Firm's conflicts review process is described below.

12. C&H compiled a master list of all known parties in interest in these Chapter 11 cases (the "Party List"), including the Debtors and their affiliated entities, their officers, directors, and managers, the equity sponsor and its key principals, administrative agents, collateral agents, the DIP agent, first lien lenders, second lien noteholders, indenture trustees, counsel to the various creditor groups, financial a

13. C&H searched each name and known alias on the Party List against the Firm's internal conflicts database, which contains records of all current and former client engagements, adverse party designations, and other party-of-interest identifications maintained by the Firm. The conflicts database is regularly updated by the Firm's General Counsel's office and maintained in accordance with the Firm's internal policies

14. The categories of parties searched in connection with this Statement include, without limitation, the following: (a) The Debtors and their affiliated entities; (b) Officers, directors, and managers of the Debtors; (c) The equity sponsor, Thornfield Capital Partners LP, and its key principals; (d) Secured creditors under the First Lien Credit Agreement, including the administrative agent and collateral agent, Ridg

15. Based on the conflicts review described above, the Firm has identified the connections set forth in Sections IV through XIV below. To the best of the Firm's knowledge, information, and belief, formed after reasonable inquiry, the connections disclosed herein represent all connections between the Firm and the parties in interest in these Chapter 11 cases.

16. C&H believes that it is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors' estates within the meaning of Section 327(a) of the Bankruptcy Code. None of the connections described herein disqualify the Firm from being retained as counsel to the Debtors in these Chapter 11 cases.

IV. CONNECTIONS WITH THE DEBTORS AND THEIR MANAGEMENT A. Crestline Packaging Solutions LLC

17. Crestline Packaging Solutions LLC ("Crestline" or the "Company") is an Ohio limited liability company with its principal place of business at 4710 Industrial Corridor Drive, Akron, Ohio 44308. Crestline is a manufacturer and distributor of thermoformed and rigid plastic packaging solutions for the consumer products, food and beverage, and industrial sectors. Prior to the current engagement, C&H has not previously

18. CPS Holdings Inc. ("CPS Holdings") is a Delaware corporation with its registered office at 1209 Orange Street, Wilmington, Delaware 19801, care of National Corporate Services, Inc., its registered agent. CPS Holdings is the direct parent company of Crestline Packaging Solutions LLC and was formed in connection with the 2017 leveraged buyout described in Section V below. Both CPS Holdings and Crestline are co-debt

19. The Firm has reviewed its conflicts database against the names of the current officers and directors of the Debtors and discloses the following: (i) Marcus J. Reinholdt — Mr. Reinholdt serves as Chief Executive Officer of Crestline Packaging Solutions LLC and as a director of CPS Holdings Inc. Mr. Reinholdt's business address is 4710 Industrial Corridor Drive, Akron, Ohio 44308. The Firm has no prior or current a

20. National Corporate Services, Inc. ("NCS"), located at 1209 Orange Street, Wilmington, Delaware 19801, serves as the registered agent for CPS Holdings Inc. in the State of Delaware. C&H has utilized NCS for registered agent services on behalf of other clients in unrelated matters in the ordinary course of the Firm's corporate practice. This relationship is ministerial in nature, does not involve any advisory or fi

V. CONNECTIONS WITH THE EQUITY SPONSOR A. Thornfield Capital Partners LP

21. Thornfield Capital Partners LP ("Thornfield"), a Delaware limited partnership with principal offices at 590 Lexington Avenue, Suite 3200, New York, New York 10022, is the private equity sponsor that acquired 100% of the issued and outstanding equity interests of CPS Holdings Inc. in a leveraged buyout completed in October 2017 for an enterprise value of approximately $410 million, including an equity contribution

22. Julian Ashford is the Managing Partner of Thornfield Capital Partners LP. Rebecca Strand is the Deal Partner at Thornfield responsible for the CPS investment and serves as a director of CPS Holdings Inc.

23. C&H has represented Thornfield Capital Partners LP or its affiliated funds and entities in two unrelated matters within the past three years. Specifically: (a) In 2020, C&H represented Thornfield Capital Partners Fund IV LP, an affiliated fund of Thornfield, in connection with a fund formation matter involving the structuring and documentation of a new investment vehicle. This engagement was concluded in approxim

24. Both of the foregoing prior representations of Thornfield and its affiliates are now concluded, and the Firm does not currently represent Thornfield Capital Partners LP or any of its affiliates in any active matter.

25. The Firm notes that under the Debtors' prepackaged plan of reorganization (the "Plan"), Thornfield's existing equity interests in CPS Holdings Inc. are classified in Class 6 and are to be cancelled in full, with no distribution to holders of such interests. Accordingly, Thornfield is not anticipated to receive any recovery under the Plan. The Firm does not currently represent Thornfield in any matter adverse to t

26. C&H has disclosed its prior representations of Thornfield and its affiliates to the Debtors, including to Messrs. Reinholdt and Yee, and the Debtors have consented to the Firm's representation as debtor's counsel notwithstanding such prior unrelated engagements. The Firm is satisfied that no conflict of interest arises from these prior representations.

VI. CONNECTIONS WITH SECURED CREDITORS AND THEIR AGENTS A. Ridgeline National Bank, N.A.

27. Ridgeline National Bank, N.A. ("Ridgeline"), a nationally chartered commercial bank with its principal office at 200 Public Square, Cleveland, Ohio 44114, serves in multiple capacities in these Chapter 11 cases: (a) Administrative Agent and Collateral Agent under the First Lien Credit Agreement. Ridgeline serves as administrative agent and collateral agent under that certain First Lien Credit Agreement, dated as

28. C&H has represented Ridgeline National Bank, N.A. or certain of its affiliates in certain unrelated syndicated lending transactions within the past five years, acting as borrower's counsel in transactions in which Ridgeline or its affiliates served as a lender or agent. None of these prior engagements involved the Debtors, any of the Debtors' creditors, or any other party in interest in these Chapter 11 cases. Th

29. Continental Fiduciary Trust Company ("Continental"), located at 101 Barclay Street, New York, New York 10286, serves as indenture trustee under that certain Indenture, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the "Second Lien Notes Indenture"), among Crestline Packaging Solutions LLC, as issuer, CPS Holdings Inc., as guarantor, and Continental, as

30. C&H has had no prior attorney-client relationship with Continental Fiduciary Trust Company. The Firm's conflicts search did not reveal any connection between the Firm and Continental that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.

VII. CONNECTIONS WITH MEMBERS OF THE AD HOC GROUP OF FIRST LIEN LENDERS

31. The Ad Hoc Group of First Lien Lenders (the "First Lien Ad Hoc Group") is an informal group of holders of claims under the First Lien Credit Agreement that collectively holds approximately 68% in principal amount of the outstanding First Lien Term Loan. The First Lien Ad Hoc Group is represented by Hargrove, Mitchell & Saunders LLP, as described in Section IX.A below. The Firm's connections with the known members

32. Blackmoor Capital Management LLC ("Blackmoor"), a Delaware limited liability company with offices at 399 Park Avenue, 18th Floor, New York, New York 10043, is a member of the First Lien Ad Hoc Group and holds approximately $41.2 million in principal amount of the First Lien Term Loan. The principal of Blackmoor responsible for the CPS investment is Arthur Ng.

33. C&H has had no prior attorney-client relationship with Blackmoor Capital Management LLC or Mr. Ng. The Firm's conflicts search did not reveal any connection between the Firm and Blackmoor or Mr. Ng that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases. B. Greystone Fixed Income Partners LP

34. Greystone Fixed Income Partners LP ("Greystone"), a Delaware limited partnership with offices at One Financial Center, Suite 2800, Boston, Massachusetts 02111, is a member of the First Lien Ad Hoc Group and holds approximately $28.6 million in principal amount of the First Lien Term Loan. The principal of Greystone responsible for the CPS investment is Sandra Ibanez.

35. C&H has had no prior attorney-client relationship with Greystone Fixed Income Partners LP or Ms. Ibanez. The Firm's conflicts search did not reveal any connection between the Firm and Greystone or Ms. Ibanez that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases. C. Wexford Opportunity Fund III LP

36. Wexford Opportunity Fund III LP ("Wexford"), a Delaware limited partnership with offices at 1801 Century Park East, Suite 1450, Los Angeles, California 90067, is a member of the First Lien Ad Hoc Group and holds approximately $37.9 million in principal amount of the First Lien Term Loan. The principal of Wexford responsible for the CPS investment is Derek Loomis.

37. C&H represented an affiliate of Wexford Opportunity Fund III LP in one unrelated transaction in 2019 involving a portfolio company acquisition. That engagement was concluded in approximately December 2019 and did not involve the Debtors, any of the Debtors' creditors, or any other party in interest in these Chapter 11 cases. The Firm does not currently represent Wexford Opportunity Fund III LP or any of its affil

VIII. CONNECTIONS WITH MEMBERS OF THE AD HOC GROUP OF SECOND LIEN NOTEHOLDERS

38. The Ad Hoc Group of Second Lien Noteholders (the "Second Lien Ad Hoc Group") is an informal group of holders of the Second Lien Notes that collectively holds approximately 72% in principal amount of the outstanding Second Lien Notes. The Second Lien Ad Hoc Group is represented by Pemberton & Locke LLP, as described in Section IX.B below. The Firm's connections with the known members of the Second Lien Ad Hoc Grou

39. Fenwick Structured Credit Fund II LP ("Fenwick"), a Delaware limited partnership with offices at 200 Clarendon Street, 40th Floor, Boston, Massachusetts 02116, is a member of the Second Lien Ad Hoc Group and holds approximately $18.3 million in principal amount of the Second Lien Notes. The principal of Fenwick responsible for the CPS investment is Liam Driscoll.

40. C&H has had no prior attorney-client relationship with Fenwick Structured Credit Fund II LP or Mr. Driscoll. The Firm's conflicts search did not reveal any connection between the Firm and Fenwick or Mr. Driscoll that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases. B. Millhaven Capital Advisors LLC

41. Millhaven Capital Advisors LLC ("Millhaven"), a Delaware limited liability company with offices at 600 Travis Street, Suite 5500, Houston, Texas 77002, is a member of the Second Lien Ad Hoc Group and holds approximately $22.1 million in principal amount of the Second Lien Notes. The principal of Millhaven responsible for the CPS investment is Karen Ostrowski.

42. C&H has had no prior attorney-client relationship with Millhaven Capital Advisors LLC or Ms. Ostrowski. The Firm's conflicts search did not reveal any connection between the Firm and Millhaven or Ms. Ostrowski that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.

IX. CONNECTIONS WITH COUNSEL TO CREDITOR GROUPS A. Hargrove, Mitchell & Saunders LLP

43. Hargrove, Mitchell & Saunders LLP ("HMS"), located at 51 West 52nd Street, New York, New York 10019, serves as counsel to the Ad Hoc Group of First Lien Lenders. The lead partner for HMS in these Chapter 11 cases is Victoria Kline, and the lead associate is Thomas Frey.

44. C&H and HMS are both prominent law firms with active bankruptcy and restructuring practices. In the ordinary course of their respective practices, C&H and HMS have appeared on opposing sides in prior unrelated Chapter 11 cases and out-of-court restructuring matters, including matters in which C&H represented debtors and HMS represented creditors, and vice versa. Additionally, C&H and HMS have worked as co-counsel

45. C&H has no current matters in which it is adverse to HMS or any of HMS's clients in a manner that would impair the Firm's ability to serve as debtor's counsel in these Chapter 11 cases. The Firm does not believe that its prior professional interactions with HMS give rise to any disqualifying connection. B. Pemberton & Locke LLP

46. Pemberton & Locke LLP ("P&L"), located at 1 Liberty Plaza, New York, New York 10006, serves as counsel to the Ad Hoc Group of Second Lien Noteholders. The lead partner for P&L in these Chapter 11 cases is Raymond Delvecchio, and the lead associate is Nia Patterson.

47. As with HMS, C&H and P&L are both well-established law firms with active bankruptcy and restructuring practices. In the ordinary course of their respective practices, C&H and P&L have appeared on opposing sides in prior unrelated Chapter 11 cases and out-of-court restructuring matters, and have also served as co-counsel in other unrelated matters where the interests of their respective clients were aligned. These

48. C&H has no current matters in which it is adverse to P&L or any of P&L's clients in a manner that would impair the Firm's ability to serve as debtor's counsel in these Chapter 11 cases. The Firm does not believe that its prior professional interactions with P&L give rise to any disqualifying connection.

X. CONNECTIONS WITH THE DEBTORS' OTHER PROFESSIONALS A. Aldersgate Advisory Group LLC

49. Aldersgate Advisory Group LLC ("Aldersgate"), located at 280 Park Avenue, 12th Floor, New York, New York 10017, has been retained as the Debtors' financial advisor and investment banker in these Chapter 11 cases. The engagement is led by Priya Narayanan, Managing Director. Aldersgate's compensation under its engagement letter includes a monthly advisory fee of $175,000 and a restructuring completion fee of $3.5 m

50. C&H and Aldersgate have worked together on prior restructuring engagements for other clients, with Aldersgate serving as financial advisor and C&H serving as legal counsel in unrelated Chapter 11 cases and out-of-court restructurings. These prior collaborative working relationships are routine and commonplace in the restructuring advisory community and do not create any conflict of interest or adverse interest. C