1011-00002 · Meridian Consumer Brands LLC · Court Filings & Demands

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CALDERWOOD & HARKNESS LLP 1105 N. Market Street, Suite 1400 Wilmington, DE 19801 Tel: (302) 576-5800

Fax: (302) 576-5801

200 Park Avenue, 38th Floor New York, NY 10166 Tel: (212) 848-4000

Fax: (212) 848-4001

www.calderwoodharkness.com

October 16, 2025

VIA OVERNIGHT COURIER AND EMAIL

Cascadia Home & Lifestyle Inc.

Attention: Vikram Patel, Chief Financial Officer

1200 NW Everett Street, Suite 800 Portland, OR 97209

Re: Reclamation Demand Under 11 U.S.C. § 546(c) In re Cascadia Home & Lifestyle Inc., Case No. 25-12087 (Bankr. D. Del.) On Behalf of Meridian Consumer Brands LLC

Dear Mr. Patel:

This firm represents Meridian Consumer Brands LLC ("Meridian" or "MCB"), a Delaware limited liability company with its principal offices located at 575 Lexington Avenue, 22nd Floor, New York, NY 10022. Meridian is one of the largest unsecured trade creditors of Cascadia Home & Lifestyle Inc. ("Cascadia," the "Company," or the "Debtor"). We write in connection with the voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") filed by Cascadia on October 14, 2025, in the United States Bankruptcy Court for the District of Delaware, assigned Case No. 25-12087, and pending before the Honorable Christine M. Aldridge (the "Chapter 11 Case"). This letter constitutes Meridian's formal written reclamation demand pursuant to Section 546(c) of the Bankruptcy Code and all applicable provisions of the Uniform Commercial Code as adopted in the relevant jurisdictions (collectively, the "UCC"). Meridian makes this demand to preserve its statutory and common law rights as a seller of goods to the Debtor, and nothing herein is intended to waive, limit, or release any of those rights.

Background — Trade Relationship and Outstanding Claims

Meridian develops, manufactures, and distributes a broad portfolio of branded household cleaning products, personal care items, and small kitchen appliances that are sold through major national retailers, mass merchants, grocery chains, and specialty home goods stores throughout the United States and Canada. Meridian's products are widely recognized consumer brands that are staples of the household goods category and represent significant draw for the retailers through which they are distributed.

Cascadia has historically been one of Meridian's top-five retail customers by revenue. During Meridian's fiscal year ending December 31, 2024, Cascadia purchased approximately $58.3 million of Meridian products across all product categories, making Cascadia Meridian's fourth-largest customer by revenue for that fiscal year. The commercial relationship between Meridian and Cascadia has been governed by customary trade terms, including standard purchase order terms and conditions, with payment terms of Net 60 days from invoice date, subject to a two percent (2%) early payment discount if payment is received within fifteen (15) days of the invoice date (Net 15). These trade terms have been in effect for the duration of the parties' commercial relationship and were in full force and effect as of the petition date.

As of the petition date of October 14, 2025, Meridian holds approximately $14,726,418.37 in outstanding pre-petition trade receivables from Cascadia. These receivables are comprised of eighty-three (83) unpaid invoices dated between July 18, 2025 (Invoice No. MCB-092174) and October 10, 2025 (Invoice No. MCB-095301). These invoices reflect goods that were ordered by Cascadia through its customary purchase order process, manufactured or sourced by Meridian, shipped by Meridian to Cascadia's designated delivery locations, and received by Cascadia at its retail stores, distribution centers, and fulfillment facilities in the ordinary course of business. Prior to the petition date, Cascadia's payment performance had deteriorated significantly, with substantially all of the foregoing invoices falling outside the Net 60 payment terms, and Meridian had received no communication from Cascadia indicating a dispute as to any of the invoiced amounts.

Reclamation Demand Under 11 U.S.C. § 546(c)

Legal Basis. Section 546(c)(1) of the Bankruptcy Code provides that, subject to the prior rights of a holder of a security interest in such goods or the proceeds thereof, the rights and powers of a trustee under Sections 544(a), 545, 547, and 549 of the Bankruptcy Code are subject to the right of a seller of goods that has sold goods to the debtor, in the ordinary course of such seller's business, to reclaim such goods if the debtor has received such goods while the debtor was insolvent and the seller makes a reclamation demand in writing: (a) before ten (10) days after receipt of such goods by the debtor; or (b) if such ten-day period expires after the commencement of the case, before twenty (20) days after receipt of such goods by the debtor. In addition, Section 546(c)(1) permits a reclamation demand to be made after the commencement of the case, provided the goods were received by the debtor while insolvent and within forty-five (45) days before the date of commencement of the case.

Meridian's reclamation demand satisfies each of the statutory requirements of Section 546(c)(1):

(1) Sale in the Ordinary Course of Business. All goods for which reclamation is demanded were sold by Meridian to Cascadia in the ordinary course of Meridian's business. The sales were made pursuant to Cascadia's standard purchase orders, at established catalog pricing subject to negotiated trade discounts, and were shipped and delivered through customary channels that have been in continuous use throughout the parties' commercial relationship.

(2) Insolvency of the Debtor at Time of Receipt. Cascadia was insolvent at the time it received the goods that are the subject of this reclamation demand. Cascadia's insolvency is conclusively demonstrated by its filing of a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on October 14, 2025. Furthermore, publicly available information, including Cascadia's most recent SEC filings, indicates that Cascadia reported negative EBITDA of approximately ($42 million) and a net loss of approximately ($214 million) for its fiscal year ending January 31, 2025 (FY2024). As of the most recent reporting period, Cascadia's total funded debt was approximately $1.379 billion. By any applicable measure — whether under the balance sheet test, the cash flow test, or any other standard measure of insolvency — Cascadia was insolvent at the time it received the goods described herein. The filing of the Chapter 11 petition itself gives rise to a presumption of insolvency. See 11 U.S.C. § 547(f).

(3) Receipt of Goods Within 45 Days Before the Petition Date. The goods for which Meridian seeks reclamation were received by Cascadia within the forty-five (45) day period preceding the petition date — that is, from and including August 30, 2025 through and including October 14, 2025 (the "Reclamation Period").

(4) Written Demand After the Commencement of the Case. This letter constitutes the required written reclamation demand, made after the commencement of the case. The petition was filed on October 14, 2025, and this demand is being transmitted on October 16, 2025 — two (2) calendar days after the commencement of the case — well within the time periods prescribed by the statute.

Identification of Reclamation Goods

During the 45-day Reclamation Period (August 30, 2025 through October 14, 2025), Meridian shipped and Cascadia received approximately $3,218,650.00 in goods at invoice value (the "Reclamation Goods"). All such shipments were made in the ordinary course of business pursuant to purchase orders issued by Cascadia and filled by Meridian through standard order processing, picking, packing, and shipping procedures. The Reclamation Goods consist of branded household cleaning products (including multi-surface cleaners, disinfectant sprays, and floor care solutions), personal care items (including hand soaps, body washes, and grooming accessories), and small kitchen appliances (including countertop blenders, food processors, and electric kettles), all bearing Meridian's proprietary brand names and trade dress.

The Reclamation Goods may be further identified by the following shipment date categories:

(i) Shipments from August 30, 2025 through September 23, 2025. These shipments consist of goods that fall outside the twenty (20) day window for administrative expense priority under Section 503(b)(9) of the Bankruptcy Code but within the forty-five (45) day reclamation window under Section 546(c). The aggregate invoice value of goods shipped and received during this sub-period is approximately $1,371,450.00.

(ii) Shipments from September 24, 2025 through October 14, 2025. These shipments consist of goods that fall within both the twenty (20) day window for administrative expense priority under Section 503(b)(9) of the Bankruptcy Code and the forty-five (45) day reclamation window under Section 546(c). The aggregate invoice value of goods shipped and received during this sub-period is approximately $1,847,200.00.

(iii) Total Reclamation Goods. The total aggregate invoice value of all Reclamation Goods — that is, all goods shipped by Meridian and received by Cascadia during the Reclamation Period — is approximately $3,218,650.00.

The invoice numbers corresponding to the Reclamation Goods span a range within the MCB-092xxx through MCB-095xxx series, correlating to Meridian's sequential invoice numbering system for shipments made during the Reclamation Period. A preliminary schedule of qualifying invoices, shipment dates, delivery confirmations, and product descriptions is enclosed herewith as Exhibit A. Meridian reserves the right to supplement, amend, or correct this demand and the accompanying schedule as additional shipping records, delivery confirmations, bills of lading, and related documentation are compiled and reviewed. Nothing in this letter or the enclosed schedule shall be construed as a final or exhaustive identification of all goods subject to Meridian's reclamation rights.

Demand for Return of Goods

Based upon the foregoing, Meridian hereby demands the immediate return of all Reclamation Goods received by Cascadia within the 45-day Reclamation Period (August 30, 2025 through October 14, 2025), having an aggregate invoice value of approximately $3,218,650.00.

In connection with this demand, Meridian specifically requests that the Debtor take the following actions immediately upon receipt of this letter:

1. Segregation and Identification. The Debtor shall promptly segregate and identify all Reclamation Goods currently in its possession or under its control, at any and all of its approximately 347 retail locations, distribution centers, warehouse facilities, fulfillment centers, or other facilities where such goods may be stored, held, or staged for sale.

2. Preservation of Goods. The Debtor shall immediately refrain from selling, transferring, consuming, commingling, encumbering, or otherwise disposing of any of the Reclamation Goods pending the resolution of this demand, whether by agreement of the parties, further order of the Court, or otherwise. To the extent any Reclamation Goods have already been sold, transferred, or otherwise disposed of after the petition date, the Debtor shall identify such goods and account for the proceeds thereof.

3. Accounting. The Debtor shall provide Meridian with a complete and accurate accounting of all Reclamation Goods currently in the Debtor's possession or control, including the specific location, quantity, condition, and any other information reasonably necessary for Meridian to identify and recover such goods.

4. Return Logistics. Meridian is prepared to arrange for the pickup, transportation, and return of all Reclamation Goods at Meridian's own expense upon the identification, segregation, and reasonable staging of such goods by the Debtor at mutually agreed upon locations. Meridian's logistics team will coordinate directly with the Debtor's supply chain and warehouse personnel to minimize disruption to the Debtor's operations.

Alternative Relief — Adequate Protection

Meridian acknowledges that, under Section 546(c)(1) of the Bankruptcy Code, the Court may deny reclamation to a seller if the Court grants the seller an administrative expense claim under Section 503(b)(9) or secures the seller's claim by a lien. Meridian further acknowledges that the Court retains broad discretion in fashioning appropriate relief to protect the interests of sellers exercising their reclamation rights.

In the alternative to the return of the Reclamation Goods, and without waiving or limiting Meridian's primary demand for the return of goods set forth above, Meridian demands adequate protection of its reclamation rights, including but not limited to:

(a) The grant of a lien on the Reclamation Goods (or their proceeds, including any cash proceeds or accounts receivable generated from the sale of such goods) to secure Meridian's reclamation claim in the amount of $3,218,650.00, such lien to have priority over any subsequently granted liens or security interests in the Reclamation Goods;

(b) The allowance and payment of an administrative expense claim in the full amount of the Reclamation Goods ($3,218,650.00), to be paid in accordance with the terms and conditions established by the Court for the payment of administrative expenses in the Chapter 11 Case; and

(c) Any other form of adequate protection the Court deems appropriate under the circumstances, including without limitation periodic cash payments, replacement liens, or superpriority administrative expense claims.

Meridian further notes that, separate and apart from this reclamation demand, Meridian intends to seek — or has separately sought — allowance of an administrative expense claim under 11 U.S.C. § 503(b)(9) in the amount of approximately $1,847,200.00 for goods received by the Debtor within the twenty (20) day period immediately preceding the petition date (September 24, 2025 through October 14, 2025). Meridian's Section 503(b)(9) claim is independent of and cumulative to this reclamation demand, and nothing in this letter shall be construed as an election of remedies or a waiver of Meridian's rights under Section 503(b)(9).

Reservation of Rights

Meridian expressly reserves all of its rights, claims, remedies, and defenses under the Bankruptcy Code, applicable state law (including, without limitation, Article 2 of the Uniform Commercial Code as adopted in the relevant jurisdictions), the common law, equity, and otherwise, whether now existing or hereafter arising. Without limiting the generality of the foregoing, Meridian specifically reserves:

(a) The right to assert and prosecute its administrative expense claim under 11 U.S.C. § 503(b)(9) for goods received by the Debtor within the twenty (20) day period preceding the petition date, in the approximate amount of $1,847,200.00, and to seek payment of such claim as a cost and expense of administration of the Chapter 11 Case;

(b) The right to file a proof of claim for the full amount of its pre-petition trade receivables of $14,726,418.37, including but not limited to any claims for accrued interest, late fees, attorneys' fees, costs, and any other charges or amounts owed by the Debtor to Meridian under the parties' trade terms or otherwise;

(c) The right to assert setoff and recoupment rights under 11 U.S.C. § 553 with respect to any mutual debts, mutual credits, or other obligations between Meridian and the Debtor;

(d) The right to object to any sale, use, or disposition of the Reclamation Goods or any other assets of the Debtor under 11 U.S.C. § 363 or otherwise, to the extent such sale, use, or disposition may impair Meridian's reclamation rights or other interests;

(e) Any and all rights in connection with the Debtor's proposed debtor-in-possession financing (DIP financing) and any critical vendor motions or similar relief sought by the Debtor, including the right to object to the terms and conditions of any such financing or vendor payment programs to the extent they may adversely affect Meridian's claims or rights;

(f) The right to supplement this demand upon completion of Meridian's review of shipping and delivery records, and to assert reclamation rights as to additional goods identified through such review;

(g) Any and all defenses available to Meridian in connection with any preference actions under 11 U.S.C. § 547 or any other avoidance actions brought by the Debtor or any Chapter 11 trustee, including without limitation the ordinary course of business defense under § 547(c)(2), the contemporaneous exchange defense under § 547(c)(1), the new value defense under § 547(c)(4), and any other applicable statutory or equitable defenses; and

(h) Any and all other rights, claims, remedies, and defenses of any kind or nature, whether at law or in equity, whether known or unknown, that are or may be available to Meridian in connection with the Chapter 11 Case or otherwise.

Nothing in this letter, the enclosed schedule, or any prior or subsequent communications shall be deemed a waiver, release, limitation, or modification of any of Meridian's rights, claims, remedies, or defenses, and no such waiver, release, limitation, or modification shall be effective unless set forth in a writing expressly identified as such and signed by an authorized representative of Meridian and its counsel.

Request for Response and Cooperation

Meridian respectfully requests that the Debtor and its bankruptcy counsel respond to this reclamation demand in writing within ten (10) business days of receipt of this letter. Meridian further requests that the Debtor promptly provide Meridian with a complete accounting of all Reclamation Goods currently in the Debtor's possession or control, including the specific location, quantity, and condition of such goods at each of the Debtor's facilities.

Meridian is prepared to discuss the terms of any consensual resolution of this reclamation demand in good faith, including alternative adequate protection arrangements that may be acceptable to both parties and that appropriately protect Meridian's statutory and contractual rights. Meridian's counsel is available to confer with the Debtor's counsel at the parties' mutual convenience to explore the possibility of a negotiated resolution. Should a consensual resolution not be achieved within a reasonable period, Meridian reserves the right to seek relief from the Bankruptcy Court, including the filing of a motion to enforce its reclamation rights, a motion for adequate protection, or such other relief as may be appropriate.

Contact Information

All communications regarding this reclamation demand should be directed to:

Nathan Ikeda Calderwood & Harkness LLP 1105 N. Market Street, Suite 1400 Wilmington, DE 19801 Telephone: (302) 576-5823

Email: nikeda@calderwoodharkness.com

with a copy to:

Colette Whitman (Responsible Partner) Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, NY 10166 Telephone: (212) 848-4077

Email: cwhitman@calderwoodharkness.com

Client contacts:

Priya Anand, General Counsel Meridian Consumer Brands LLC 575 Lexington Avenue, 22nd Floor New York, NY 10022 Telephone: (212) 309-6500

Email: panand@meridiancb.com

Douglas Hargrove, Vice President of Finance Meridian Consumer Brands LLC 575 Lexington Avenue, 22nd Floor New York, NY 10022 Telephone: (212) 309-6515

Email: dhargrove@meridiancb.com

We appreciate your prompt attention to this matter and look forward to working with the Debtor and its counsel to reach a timely resolution.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Nathan Ikeda Partner

On Behalf of Meridian Consumer Brands LLC

cc (via email and overnight courier):

Harrison Caldwell, Esq. Brindoval Baines & Lord LLP 51 West 52nd Street New York, NY 10019 (Counsel to the Debtor)

Michael Donnelly, Esq. Borwick Sato LLP 919 N. Market Street, Suite 600 Wilmington, DE 19801 (Delaware Co-Counsel to the Debtor)

Priya Anand, General Counsel Meridian Consumer Brands LLC 575 Lexington Avenue, 22nd Floor New York, NY 10022

Douglas Hargrove, Vice President of Finance Meridian Consumer Brands LLC 575 Lexington Avenue, 22nd Floor New York, NY 10022

Colette Whitman, Partner Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, NY 10166

Enclosures:

Exhibit A — Preliminary Schedule of Goods Shipped Within the 45-Day Reclamation Period (August 30, 2025 – October 14, 2025), listing shipment dates, corresponding invoice numbers, product categories, delivery locations, and invoice amounts totaling approximately $3,218,650.00.

Note: A comprehensive supplemental schedule, including full delivery documentation (bills of lading, proof of delivery receipts, carrier tracking confirmations, signed delivery acknowledgments, and related shipping records), will be provided upon completion of Meridian's ongoing review and compilation of its shipping and logistics records. Meridian reserves the right to amend, supplement, or correct the enclosed preliminary schedule at any time.

CALDERWOOD & HARKNESS LLP 1105 N. Market Street, Suite 1400 Wilmington, DE 19801 Tel: (302) 576-5800
Fax: (302) 576-5801
200 Park Avenue, 38th Floor New York, NY 10166 Tel: (212) 848-4000
Fax: (212) 848-4001
www.calderwoodharkness.com
October 16, 2025
VIA OVERNIGHT COURIER AND EMAIL
Cascadia Home & Lifestyle Inc.
Attention: Vikram Patel, Chief Financial Officer
1200 NW Everett Street, Suite 800 Portland, OR 97209
Re: Reclamation Demand Under 11 U.S.C. § 546(c) In re Cascadia Home & Lifestyle Inc., Case No. 25-12087 (Bankr. D. Del.) On Behalf of Meridian Consumer Brands LLC
Dear Mr. Patel:
This firm represents Meridian Consumer Brands LLC ("Meridian" or "MCB"), a Delaware limited liability company with its principal offices located at 575 Lexington Avenue, 22nd Floor, New York, NY 10022. Meridian is one of the largest unsecured trade creditors of Cascadia Home & Lifestyle Inc. ("Cascadia," the "Company," or the "Debtor"). We write in connection with the voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") filed by Cascadia on October 14, 2025, in the United States Bankruptcy Court for the District of Delaware, assigned Case No. 25-12087, and pending before the Honorable Christine M. Aldridge (the "Chapter 11 Case"). This letter constitutes Meridian's formal written reclamation demand pursuant to Section 546(c) of the Bankruptcy Code and all applicable provisions of the Uniform Commercial Code as adopted in the relevant jurisdictions (collectively, the "UCC"). Meridian makes this demand to preserve its statutory and common law rights as a seller of goods to the Debtor, and nothing herein is intended to waive, limit, or release any of those rights.
Background — Trade Relationship and Outstanding Claims
Meridian develops, manufactures, and distributes a broad portfolio of branded household cleaning products, personal care items, and small kitchen appliances that are sold through major national retailers, mass merchants, grocery chains, and specialty home goods stores throughout the United States and Canada. Meridian's products are widely recognized consumer brands that are staples of the household goods category and represent significant draw for the retailers through which they are distributed.
Cascadia has historically been one of Meridian's top-five retail customers by revenue. During Meridian's fiscal year ending December 31, 2024, Cascadia purchased approximately $58.3 million of Meridian products across all product categories, making Cascadia Meridian's fourth-largest customer by revenue for that fiscal year. The commercial relationship between Meridian and Cascadia has been governed by customary trade terms, including standard purchase order terms and conditions, with payment terms of Net 60 days from invoice date, subject to a two percent (2%) early payment discount if payment is received within fifteen (15) days of the invoice date (Net 15). These trade terms have been in effect for the duration of the parties' commercial relationship and were in full force and effect as of the petition date.
As of the petition date of October 14, 2025, Meridian holds approximately $14,726,418.37 in outstanding pre-petition trade receivables from Cascadia. These receivables are comprised of eighty-three (83) unpaid invoices dated between July 18, 2025 (Invoice No. MCB-092174) and October 10, 2025 (Invoice No. MCB-095301). These invoices reflect goods that were ordered by Cascadia through its customary purchase order process, manufactured or sourced by Meridian, shipped by Meridian to Cascadia's designated delivery locations, and received by Cascadia at its retail stores, distribution centers, and fulfillment facilities in the ordinary course of business. Prior to the petition date, Cascadia's payment performance had deteriorated significantly, with substantially all of the foregoing invoices falling outside the Net 60 payment terms, and Meridian had received no communication from Cascadia indicating a dispute as to any of the invoiced amounts.
Reclamation Demand Under 11 U.S.C. § 546(c)
Legal Basis.  Section 546(c)(1) of the Bankruptcy Code provides that, subject to the prior rights of a holder of a security interest in such goods or the proceeds thereof, the rights and powers of a trustee under Sections 544(a), 545, 547, and 549 of the Bankruptcy Code are subject to the right of a seller of goods that has sold goods to the debtor, in the ordinary course of such seller's business, to reclaim such goods if the debtor has received such goods while the debtor was insolvent and the seller makes a reclamation demand in writing: (a) before ten (10) days after receipt of such goods by the debtor; or (b) if such ten-day period expires after the commencement of the case, before twenty (20) days after receipt of such goods by the debtor. In addition, Section 546(c)(1) permits a reclamation demand to be made after the commencement of the case, provided the goods were received by the debtor while insolvent and within forty-five (45) days before the date of commencement of the case.
Meridian's reclamation demand satisfies each of the statutory requirements of Section 546(c)(1):
(1) Sale in the Ordinary Course of Business. All goods for which reclamation is demanded were sold by Meridian to Cascadia in the ordinary course of Meridian's business. The sales were made pursuant to Cascadia's standard purchase orders, at established catalog pricing subject to negotiated trade discounts, and were shipped and delivered through customary channels that have been in continuous use throughout the parties' commercial relationship.
(2) Insolvency of the Debtor at Time of Receipt. Cascadia was insolvent at the time it received the goods that are the subject of this reclamation demand. Cascadia's insolvency is conclusively demonstrated by its filing of a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on October 14, 2025. Furthermore, publicly available information, including Cascadia's most recent SEC filings, indicates that Cascadia reported negative EBITDA of approximately ($42 million) and a net loss of approximately ($214 million) for its fiscal year ending January 31, 2025 (FY2024). As of the most recent reporting period, Cascadia's total funded debt was approximately $1.379 billion. By any applicable measure — whether under the balance sheet test, the cash flow test, or any other standard measure of insolvency — Cascadia was insolvent at the time it received the goods described herein. The filing of the Chapter 11 petition itself gives rise to a presumption of insolvency. See 11 U.S.C. § 547(f).
(3) Receipt of Goods Within 45 Days Before the Petition Date. The goods for which Meridian seeks reclamation were received by Cascadia within the forty-five (45) day period preceding the petition date — that is, from and including August 30, 2025 through and including October 14, 2025 (the "Reclamation Period").
(4) Written Demand After the Commencement of the Case. This letter constitutes the required written reclamation demand, made after the commencement of the case. The petition was filed on October 14, 2025, and this demand is being transmitted on October 16, 2025 — two (2) calendar days after the commencement of the case — well within the time periods prescribed by the statute.
Identification of Reclamation Goods
During the 45-day Reclamation Period (August 30, 2025 through October 14, 2025), Meridian shipped and Cascadia received approximately $3,218,650.00 in goods at invoice value (the "Reclamation Goods"). All such shipments were made in the ordinary course of business pursuant to purchase orders issued by Cascadia and filled by Meridian through standard order processing, picking, packing, and shipping procedures. The Reclamation Goods consist of branded household cleaning products (including multi-surface cleaners, disinfectant sprays, and floor care solutions), personal care items (including hand soaps, body washes, and grooming accessories), and small kitchen appliances (including countertop blenders, food processors, and electric kettles), all bearing Meridian's proprietary brand names and trade dress.
The Reclamation Goods may be further identified by the following shipment date categories:
(i) Shipments from August 30, 2025 through September 23, 2025. These shipments consist of goods that fall outside the twenty (20) day window for administrative expense priority under Section 503(b)(9) of the Bankruptcy Code but within the forty-five (45) day reclamation window under Section 546(c). The aggregate invoice value of goods shipped and received during this sub-period is approximately $1,371,450.00.
(ii) Shipments from September 24, 2025 through October 14, 2025. These shipments consist of goods that fall within both the twenty (20) day window for administrative expense priority under Section 503(b)(9) of the Bankruptcy Code and the forty-five (45) day reclamation window under Section 546(c). The aggregate invoice value of goods shipped and received during this sub-period is approximately $1,847,200.00.
(iii) Total Reclamation Goods. The total aggregate invoice value of all Reclamation Goods — that is, all goods shipped by Meridian and received by Cascadia during the Reclamation Period — is approximately $3,218,650.00.
The invoice numbers corresponding to the Reclamation Goods span a range within the MCB-092xxx through MCB-095xxx series, correlating to Meridian's sequential invoice numbering system for shipments made during the Reclamation Period. A preliminary schedule of qualifying invoices, shipment dates, delivery confirmations, and product descriptions is enclosed herewith as Exhibit A. Meridian reserves the right to supplement, amend, or correct this demand and the accompanying schedule as additional shipping records, delivery confirmations, bills of lading, and related documentation are compiled and reviewed. Nothing in this letter or the enclosed schedule shall be construed as a final or exhaustive identification of all goods subject to Meridian's reclamation rights.
Demand for Return of Goods
Based upon the foregoing, Meridian hereby demands the immediate return of all Reclamation Goods received by Cascadia within the 45-day Reclamation Period (August 30, 2025 through October 14, 2025), having an aggregate invoice value of approximately $3,218,650.00.
In connection with this demand, Meridian specifically requests that the Debtor take the following actions immediately upon receipt of this letter:
1.  Segregation and Identification. The Debtor shall promptly segregate and identify all Reclamation Goods currently in its possession or under its control, at any and all of its approximately 347 retail locations, distribution centers, warehouse facilities, fulfillment centers, or other facilities where such goods may be stored, held, or staged for sale.
2.  Preservation of Goods. The Debtor shall immediately refrain from selling, transferring, consuming, commingling, encumbering, or otherwise disposing of any of the Reclamation Goods pending the resolution of this demand, whether by agreement of the parties, further order of the Court, or otherwise. To the extent any Reclamation Goods have already been sold, transferred, or otherwise disposed of after the petition date, the Debtor shall identify such goods and account for the proceeds thereof.
3.  Accounting. The Debtor shall provide Meridian with a complete and accurate accounting of all Reclamation Goods currently in the Debtor's possession or control, including the specific location, quantity, condition, and any other information reasonably necessary for Meridian to identify and recover such goods.
4.  Return Logistics. Meridian is prepared to arrange for the pickup, transportation, and return of all Reclamation Goods at Meridian's own expense upon the identification, segregation, and reasonable staging of such goods by the Debtor at mutually agreed upon locations. Meridian's logistics team will coordinate directly with the Debtor's supply chain and warehouse personnel to minimize disruption to the Debtor's operations.
Alternative Relief — Adequate Protection
Meridian acknowledges that, under Section 546(c)(1) of the Bankruptcy Code, the Court may deny reclamation to a seller if the Court grants the seller an administrative expense claim under Section 503(b)(9) or secures the seller's claim by a lien. Meridian further acknowledges that the Court retains broad discretion in fashioning appropriate relief to protect the interests of sellers exercising their reclamation rights.
In the alternative to the return of the Reclamation Goods, and without waiving or limiting Meridian's primary demand for the return of goods set forth above, Meridian demands adequate protection of its reclamation rights, including but not limited to:
(a) The grant of a lien on the Reclamation Goods (or their proceeds, including any cash proceeds or accounts receivable generated from the sale of such goods) to secure Meridian's reclamation claim in the amount of $3,218,650.00, such lien to have priority over any subsequently granted liens or security interests in the Reclamation Goods;
(b) The allowance and payment of an administrative expense claim in the full amount of the Reclamation Goods ($3,218,650.00), to be paid in accordance with the terms and conditions established by the Court for the payment of administrative expenses in the Chapter 11 Case; and
(c) Any other form of adequate protection the Court deems appropriate under the circumstances, including without limitation periodic cash payments, replacement liens, or superpriority administrative expense claims.
Meridian further notes that, separate and apart from this reclamation demand, Meridian intends to seek — or has separately sought — allowance of an administrative expense claim under 11 U.S.C. § 503(b)(9) in the amount of approximately $1,847,200.00 for goods received by the Debtor within the twenty (20) day period immediately preceding the petition date (September 24, 2025 through October 14, 2025). Meridian's Section 503(b)(9) claim is independent of and cumulative to this reclamation demand, and nothing in this letter shall be construed as an election of remedies or a waiver of Meridian's rights under Section 503(b)(9).
Reservation of Rights
Meridian expressly reserves all of its rights, claims, remedies, and defenses under the Bankruptcy Code, applicable state law (including, without limitation, Article 2 of the Uniform Commercial Code as adopted in the relevant jurisdictions), the common law, equity, and otherwise, whether now existing or hereafter arising. Without limiting the generality of the foregoing, Meridian specifically reserves:
(a) The right to assert and prosecute its administrative expense claim under 11 U.S.C. § 503(b)(9) for goods received by the Debtor within the twenty (20) day period preceding the petition date, in the approximate amount of $1,847,200.00, and to seek payment of such claim as a cost and expense of administration of the Chapter 11 Case;
(b) The right to file a proof of claim for the full amount of its pre-petition trade receivables of $14,726,418.37, including but not limited to any claims for accrued interest, late fees, attorneys' fees, costs, and any other charges or amounts owed by the Debtor to Meridian under the parties' trade terms or otherwise;
(c) The right to assert setoff and recoupment rights under 11 U.S.C. § 553 with respect to any mutual debts, mutual credits, or other obligations between Meridian and the Debtor;
(d) The right to object to any sale, use, or disposition of the Reclamation Goods or any other assets of the Debtor under 11 U.S.C. § 363 or otherwise, to the extent such sale, use, or disposition may impair Meridian's reclamation rights or other interests;
(e) Any and all rights in connection with the Debtor's proposed debtor-in-possession financing (DIP financing) and any critical vendor motions or similar relief sought by the Debtor, including the right to object to the terms and conditions of any such financing or vendor payment programs to the extent they may adversely affect Meridian's claims or rights;
(f) The right to supplement this demand upon completion of Meridian's review of shipping and delivery records, and to assert reclamation rights as to additional goods identified through such review;
(g) Any and all defenses available to Meridian in connection with any preference actions under 11 U.S.C. § 547 or any other avoidance actions brought by the Debtor or any Chapter 11 trustee, including without limitation the ordinary course of business defense under § 547(c)(2), the contemporaneous exchange defense under § 547(c)(1), the new value defense under § 547(c)(4), and any other applicable statutory or equitable defenses; and
(h) Any and all other rights, claims, remedies, and defenses of any kind or nature, whether at law or in equity, whether known or unknown, that are or may be available to Meridian in connection with the Chapter 11 Case or otherwise.
Nothing in this letter, the enclosed schedule, or any prior or subsequent communications shall be deemed a waiver, release, limitation, or modification of any of Meridian's rights, claims, remedies, or defenses, and no such waiver, release, limitation, or modification shall be effective unless set forth in a writing expressly identified as such and signed by an authorized representative of Meridian and its counsel.
Request for Response and Cooperation
Meridian respectfully requests that the Debtor and its bankruptcy counsel respond to this reclamation demand in writing within ten (10) business days of receipt of this letter. Meridian further requests that the Debtor promptly provide Meridian with a complete accounting of all Reclamation Goods currently in the Debtor's possession or control, including the specific location, quantity, and condition of such goods at each of the Debtor's facilities.
Meridian is prepared to discuss the terms of any consensual resolution of this reclamation demand in good faith, including alternative adequate protection arrangements that may be acceptable to both parties and that appropriately protect Meridian's statutory and contractual rights. Meridian's counsel is available to confer with the Debtor's counsel at the parties' mutual convenience to explore the possibility of a negotiated resolution. Should a consensual resolution not be achieved within a reasonable period, Meridian reserves the right to seek relief from the Bankruptcy Court, including the filing of a motion to enforce its reclamation rights, a motion for adequate protection, or such other relief as may be appropriate.
Contact Information
All communications regarding this reclamation demand should be directed to:
Nathan Ikeda Calderwood & Harkness LLP 1105 N. Market Street, Suite 1400 Wilmington, DE 19801 Telephone: (302) 576-5823
Email: nikeda@calderwoodharkness.com
with a copy to:
Colette Whitman (Responsible Partner) Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, NY 10166 Telephone: (212) 848-4077
Email: cwhitman@calderwoodharkness.com
Client contacts:
Priya Anand, General Counsel Meridian Consumer Brands LLC 575 Lexington Avenue, 22nd Floor New York, NY 10022 Telephone: (212) 309-6500
Email: panand@meridiancb.com
Douglas Hargrove, Vice President of Finance Meridian Consumer Brands LLC 575 Lexington Avenue, 22nd Floor New York, NY 10022 Telephone: (212) 309-6515
Email: dhargrove@meridiancb.com
We appreciate your prompt attention to this matter and look forward to working with the Debtor and its counsel to reach a timely resolution.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nathan Ikeda Partner
On Behalf of Meridian Consumer Brands LLC
cc (via email and overnight courier):
Harrison Caldwell, Esq. Brindoval Baines & Lord LLP 51 West 52nd Street New York, NY 10019 (Counsel to the Debtor)
Michael Donnelly, Esq. Borwick Sato LLP 919 N. Market Street, Suite 600 Wilmington, DE 19801 (Delaware Co-Counsel to the Debtor)
Priya Anand, General Counsel Meridian Consumer Brands LLC 575 Lexington Avenue, 22nd Floor New York, NY 10022
Douglas Hargrove, Vice President of Finance Meridian Consumer Brands LLC 575 Lexington Avenue, 22nd Floor New York, NY 10022
Colette Whitman, Partner Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, NY 10166
Enclosures:
Exhibit A — Preliminary Schedule of Goods Shipped Within the 45-Day Reclamation Period (August 30, 2025 – October 14, 2025), listing shipment dates, corresponding invoice numbers, product categories, delivery locations, and invoice amounts totaling approximately $3,218,650.00.
Note: A comprehensive supplemental schedule, including full delivery documentation (bills of lading, proof of delivery receipts, carrier tracking confirmations, signed delivery acknowledgments, and related shipping records), will be provided upon completion of Meridian's ongoing review and compilation of its shipping and logistics records. Meridian reserves the right to amend, supplement, or correct the enclosed preliminary schedule at any time.

CALDERWOOD & HARKNESS LLP 1105 N. Market Street, Suite 1400 Wilmington, DE 19801 Tel: (302) 576-5800

VIA OVERNIGHT COURIER AND EMAIL

CALDERWOOD & HARKNESS LLP

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