1011-00002 · Meridian Consumer Brands LLC · Memos & Analyses

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT

INTERNAL MEMORANDUM

Date: October 30, 2025

From: Nathan Ikeda, Calderwood & Harkness LLP

To: Priya Anand, General Counsel, Meridian Consumer Brands LLC Douglas Hargrove, VP of Finance, Meridian Consumer Brands LLC Elena Marchetti, Partner, Briarstone Capital Partners

Re: Rights, Duties, and Fiduciary Obligations of Meridian Consumer Brands LLC as Member of the Official Committee of Unsecured Creditors — In re Cascadia Home & Lifestyle Inc., Case No. 25-12087 (Bankr. D. Del.)

Matter No.: 1011-00002

Firm: Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, NY 10166

This memorandum is a privileged and confidential attorney-client communication and constitutes attorney work product prepared in anticipation of litigation. It is intended solely for the use of the addressees and should not be disclosed, disseminated, or copied to any person or entity without the prior written consent of Calderwood & Harkness LLP. Any unauthorized disclosure may constitute a waiver of the attorney-client privilege and/or work product protection.

I. Executive Summary

On October 28, 2025, the United States Trustee for Region 3 appointed the Official Committee of Unsecured Creditors (the "Committee") in the Chapter 11 case of In re Cascadia Home & Lifestyle Inc., Case No. 25-12087, currently pending before the Honorable Christine M. Aldridge in the United States Bankruptcy Court for the District of Delaware. Meridian Consumer Brands LLC ("Meridian" or "MCB") was appointed as one of six members of the Committee, reflecting Meridian's status as a significant trade creditor with approximately $14,726,418.37 in pre-petition claims arising from its long-standing supply relationship with the debtor.

The purpose of this memorandum is to advise Meridian's management team and its equity sponsor, Briarstone Capital Partners, on the rights, duties, and fiduciary obligations that attach to Committee membership, as well as the critical limitations on information sharing that Meridian must observe throughout the pendency of this case. This memorandum is intended to serve as a practical guide for Meridian's representatives participating in Committee activities, and to establish a clear framework for navigating the intersection of Meridian's individual creditor interests and its obligations as a fiduciary to the broader unsecured creditor class.

Committee membership confers both valuable strategic benefits and significant obligations. On the benefit side, Meridian will gain access to confidential debtor information, including financial projections, business plans, and DIP budget compliance data. Meridian will also have a meaningful voice in plan negotiations, the ability to influence the distribution waterfall for unsecured creditors, and insight into the debtor's operations and restructuring strategy. Committee membership places Meridian at the center of the case, affording it a seat at the negotiating table alongside other major unsecured creditors and opposite the debtor, its secured lenders, and the equity sponsor, Pinecrest Equity Group.

These advantages, however, come with significant obligations. As a Committee member, Meridian owes fiduciary duties to the entire class of unsecured creditors — not solely to itself. This fiduciary obligation constrains how Meridian may act in its capacity as a Committee member and creates boundaries that Meridian's representatives must carefully observe. Additionally, the confidential information received through the Committee process is subject to strict information-sharing restrictions that directly affect Meridian's ability to communicate with its equity sponsor, Briarstone Capital Partners.

We note that this memorandum is directed in part to Elena Marchetti at Briarstone Capital Partners because certain of the information-sharing restrictions discussed herein directly affect Briarstone's ability to receive confidential Committee information. Briarstone Capital Partners Fund IV, LP holds approximately 78% of the equity interest in Meridian, having acquired its controlling stake in 2021 for approximately $680 million. As explained in detail in Section VI below, Briarstone personnel must not receive Committee-confidential information absent specific authorization from the Committee or its counsel, and appropriate information barrier protocols must be established and maintained.

This memorandum addresses the following topics in detail: (1) the background of the Cascadia Chapter 11 case and Meridian's position as a creditor; (2) the role and statutory authority of the Committee; (3) the fiduciary duties of Committee members; (4) potential conflicts between Meridian's individual interests and its Committee duties; (5) information-sharing limitations, with particular attention to Briarstone Capital Partners; (6) Meridian's right to retain and work with individual counsel; (7) the distinction between individual actions and Committee actions; and (8) practical recommendations and immediate action items.

II. Background

A. The Cascadia Chapter 11 Case

Cascadia Home & Lifestyle Inc. ("Cascadia" or "CHL"), a Delaware corporation headquartered at 1200 NW Everett Street, Suite 800, Portland, Oregon 97209, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code on October 14, 2025. The case is pending in the United States Bankruptcy Court for the District of Delaware and has been assigned Case No. 25-12087.

Cascadia is a national retailer of home furnishings, décor, and lifestyle products. The company operates approximately 347 retail store locations across 38 states, as well as robust e-commerce platforms under the "Cascadia Home" and "Lifestyle by Cascadia" brand banners. Founded in 1994 by Roland Trask as a single-location home décor shop in Portland, Oregon, Cascadia grew substantially over the following two decades, completing an initial public offering in 2006 and expanding its retail footprint aggressively throughout the late 2000s and 2010s.

In 2019, Cascadia was taken private in a leveraged buyout by Pinecrest Equity Group, acting through its investment vehicle Pinecrest Equity Partners III, LP. The LBO was valued at approximately $2.1 billion and was financed with a combination of equity contributed by Pinecrest and substantial acquisition-related debt. The leveraged capital structure resulting from the 2019 buyout is widely understood to be a significant contributing factor to Cascadia's current financial distress.

Cascadia's current management team includes Margaret "Meg" Fontaine as Chief Executive Officer and Vikram Patel as Chief Financial Officer. In connection with the restructuring, Cascadia retained Philip Kellner of Kellner & Associates LLC as Chief Restructuring Officer to oversee the Chapter 11 process. Mr. Kellner has extensive experience in retail and consumer products restructurings and has been involved in the case since approximately September 2025, prior to the petition date.

Cascadia's most recent financial results reflect significant operational and financial challenges. For its fiscal year ending January 31, 2025 ("FY2024"), Cascadia reported total revenue of approximately $1.87 billion, representing a decline from prior-year levels. The company reported a net loss of approximately $214 million for FY2024, driven by declining same-store sales, margin compression attributable to supply chain disruptions and inflationary pressures, and the substantial debt service burden imposed by its leveraged capital structure. As of the petition date, Cascadia's total funded debt was approximately $1.379 billion, comprised of a first lien revolving credit facility, a first lien term loan, second lien notes, and the $215 million in 8.75% Senior Unsecured Notes due 2027.

Cascadia has retained the following key professionals in connection with the Chapter 11 case:

• Debtor's Counsel: Brindoval Baines & Lord LLP, with Harrison Caldwell serving as lead restructuring partner. Brindoval Baines & Lord is a nationally recognized restructuring firm and is handling the debtor-side representation in all aspects of the case.

• Delaware Co-Counsel: Borwick Sato LLP, with Michael Donnelly as lead attorney. Borwick Sato serves as local Delaware counsel to the debtor, handling procedural and scheduling matters before the Bankruptcy Court.

• Debtor's Financial Advisor: Ashworth Partners LLC, with Sandra Ng as the lead managing director. Ashworth Partners is providing financial advisory services, including cash flow forecasting, DIP compliance monitoring, and assistance with plan formulation.

B. Meridian's Position in the Case

Meridian Consumer Brands LLC is a leading supplier of household cleaning products, personal care items, and related consumer goods. Meridian has maintained a significant commercial relationship with Cascadia for approximately nine years, supplying products that were sold through both Cascadia's retail stores and its e-commerce channels.

As of the petition date, Meridian holds $14,726,418.37 in pre-petition trade receivables arising from 83 unpaid invoices spanning the period from July 18, 2025 through October 10, 2025. These receivables represent the core of Meridian's general unsecured claim against the Cascadia estate.

In addition to its general unsecured claim, Meridian has asserted the following priority and related claims:

• Section 503(b)(9) Administrative Expense Claim: Meridian has asserted an administrative expense claim of $1,847,200.00 under 11 U.S.C. § 503(b)(9), which provides administrative expense priority for the value of goods received by the debtor within twenty days before the petition date and sold to the debtor in the ordinary course of business.

• Reclamation Demand: Meridian timely served a reclamation demand under 11 U.S.C. § 546(c) in the amount of $3,218,650.00, seeking the return of goods delivered to Cascadia within 45 days prior to the petition date that remain in the debtor's possession and are identifiable.

• Critical Vendor Designation: Meridian has been designated as a critical vendor under a motion filed by the debtor, with the debtor proposing to pay $2,500,000 of Meridian's pre-petition claims in exchange for Meridian's agreement to continue supplying goods on customary trade terms during the Chapter 11 case.

Meridian also holds trade credit insurance through Clearwater Surety & Insurance Co. under Policy No. TCI-2024-00783. The policy covers a portion of Meridian's pre-petition trade receivables, and the net expected recovery under the policy is approximately $4,500,000. This insurance recovery, while valuable, leaves an uninsured claim balance of approximately $10,226,418.37. Clearwater Surety will have subrogation rights with respect to any amounts paid under the policy, which may affect the economics of Meridian's ultimate recovery from the estate.

Cascadia is Meridian's fourth-largest customer by revenue, with FY2024 sales to Cascadia totaling approximately $58.3 million. The loss of Cascadia as a customer and the substantial pre-petition receivables at risk represent a material financial exposure for Meridian.

Meridian is a portfolio company of Briarstone Capital Partners Fund IV, LP, which acquired a controlling equity interest of approximately 78% in Meridian in 2021 for approximately $680 million. The remaining equity in Meridian is held by management and certain co-investors. Calderwood & Harkness LLP represents Meridian individually in this Chapter 11 case and does not represent Briarstone Capital Partners or any Briarstone affiliate.

C. Committee Composition

The Official Committee of Unsecured Creditors was appointed by the United States Trustee for Region 3 on October 28, 2025, pursuant to 11 U.S.C. § 1102(a). The Committee consists of six members, representing a cross-section of the debtor's unsecured creditor body, including trade vendors, a landlord, and a services provider. The members of the Committee are as follows:

The debtor's schedules reflect an estimated total unsecured claims pool of between $180 million and $220 million. This estimate is subject to revision as proofs of claim are filed and as the claims reconciliation process proceeds. The unsecured creditor class includes not only trade creditors and landlords, but also holders of the $215 million in 8.75% Senior Unsecured Notes due 2027, rejection damage claims, litigation claims, and other contingent and unliquidated obligations.

D. Committee Professionals

The Committee has selected the following professionals to serve as its counsel and financial advisor, subject to Bankruptcy Court approval:

• Committee Counsel: Garvey & Holbrook LLP, located at 750 Third Avenue, 30th Floor, New York, New York 10017. The lead partner for the engagement is Diana Prescott, a well-known restructuring practitioner with extensive experience representing official committees in large Chapter 11 cases. Garvey & Holbrook LLP will serve as the Committee's legal advisor on all aspects of the case, including DIP financing, plan negotiations, claims analysis, investigation of the debtor's pre-petition conduct, and potential estate causes of action.

• Committee Financial Advisor: Broadleaf Advisory Group LLC, located at 1345 Avenue of the Americas, 25th Floor, New York, New York 10105. The lead managing director is Robert Tanaka. Broadleaf Advisory Group will provide financial advisory services to the Committee, including analysis of the debtor's business plan and financial projections, DIP budget monitoring, valuation analysis, and plan feasibility assessment.

It is critical that Meridian's management understand that these professionals serve the Committee as a whole, and not any individual Committee member. Committee counsel and the Committee's financial advisor are fiduciaries of the unsecured creditor class and cannot be expected to advocate for Meridian's specific interests. Their retention is subject to Bankruptcy Court approval under 11 U.S.C. § 1103(a), and their fees and expenses are paid from the Cascadia estate as administrative expenses under 11 U.S.C. § 503(b)(1)(A). This arrangement underscores the collective nature of the Committee's representation and the importance of Meridian retaining its own individual counsel, as discussed in Section VII below.

III. Role and Purpose of the Official Committee of Unsecured Creditors

A. Statutory Authority

The formation and powers of the Official Committee of Unsecured Creditors are governed by Sections 1102 and 1103 of the Bankruptcy Code. Under 11 U.S.C. § 1102(a)(1), the United States Trustee is required to appoint a committee of creditors holding unsecured claims "as soon as practicable after the order for relief." The committee ordinarily consists of those persons holding the seven largest unsecured claims who are willing to serve, although the U.S. Trustee has discretion to compose the committee so that it is representative of the different kinds of claims in the case. In this instance, the U.S. Trustee selected six members — including trade creditors, a landlord, and a services provider — to ensure that the Committee reflects the diversity of the unsecured creditor constituency.

The Committee's statutory mandate is to represent the interests of all unsecured creditors, not merely its constituent members. This representative function is fundamental to the structure of Chapter 11 and serves as the primary mechanism by which the interests of potentially thousands of dispersed unsecured creditors are aggregated, organized, and effectively advocated before the Court.

Under 11 U.S.C. § 1103, the Committee is vested with broad powers and duties, including the following:

(a) Consult with the trustee or debtor in possession concerning the administration of the case;

(b) Investigate the acts, conduct, assets, liabilities, and financial condition of the debtor, the operation of the debtor's business, the desirability of the continuance of such business, and any other matter relevant to the case or to the formulation of a plan;

(c) Participate in the formulation of a plan, advise those represented by the committee of the committee's determinations as to any plan formulated, and collect and file with the court acceptances or rejections of a plan;

(d) Request the appointment of a Chapter 11 trustee or examiner under 11 U.S.C. § 1104; and

(e) Perform such other services as are in the interest of those represented.

The Committee may also, with the Court's approval, employ one or more attorneys, accountants, or other agents to represent or perform services for the Committee, as provided in § 1103(a). As noted above, the Committee has selected Garvey & Holbrook LLP and Broadleaf Advisory Group LLC as its counsel and financial advisor, respectively, and applications to approve their retention are expected to be filed in the near term.

B. Key Committee Functions in this Case

In the Cascadia case specifically, the Committee is expected to play a central and active role in the following areas:

Monitoring the Debtor's Business Operations and Use of Cash. The Committee, through its counsel and financial advisor, will closely monitor Cascadia's operations during the Chapter 11 case, including the debtor's compliance with the DIP financing budget, its management of cash, and its business decisions regarding store operations, inventory management, and vendor relationships. The Committee has a strong interest in ensuring that the debtor's estate is not dissipated to the detriment of unsecured creditors and that the debtor is operating in a manner designed to maximize value for all stakeholders.

Reviewing and Negotiating the DIP Financing Facility. The debtor has obtained interim approval for a $275 million debtor-in-possession financing facility, with Ridgeline National Bank, N.A. serving as DIP Agent. The facility consists of $150 million in new money and a $125 million roll-up of pre-petition first lien revolving loans. The DIP carries an interest rate of SOFR plus 450 basis points, with a maturity at the earliest of twelve months following the closing date, the effective date of a confirmed plan, or the consummation of a sale under 11 U.S.C. § 363. The Committee is expected to take a formal position on the DIP financing at the Final DIP hearing scheduled for November 14, 2025, and will scrutinize the terms of the facility — including the roll-up provisions, the milestones, the adequate protection package, and the carve-out for professional fees — to ensure that the unsecured creditor class is not unduly prejudiced.

Investigating the Debtor's Pre-Petition Transactions. The Committee is expected to conduct an investigation into the debtor's pre-petition conduct and financial affairs, with particular focus on the 2019 leveraged buyout by Pinecrest Equity Group and related intercompany transactions. The Committee will assess whether any claims or causes of action exist against Pinecrest, its principals (including Theodore "Ted" Langford), Cascadia's management, or other insiders, including potential fraudulent transfer claims, breach of fiduciary duty claims, and claims related to dividends or management fees paid out of the debtor's estate during the period of financial decline. These potential causes of action may represent a significant source of recovery for unsecured creditors.

Negotiating Plan Terms and Distribution Waterfall. As the case progresses, the Committee will play a central role in negotiating the terms of any Chapter 11 plan, including the distribution waterfall for unsecured creditors. The Committee's primary objective will be to maximize the recovery for the general unsecured creditor class, which may involve negotiating for a share of the reorganized entity's equity, cash distributions, or other consideration.

Evaluating Potential Estate Causes of Action. In addition to the LBO-related investigation, the Committee will evaluate potential avoidance actions, including preference actions under 11 U.S.C. § 547 and fraudulent transfer actions under 11 U.S.C. §§ 544 and 548. As discussed in Section V below, this investigation may encompass preference claims against Committee members, including Meridian.

Monitoring Any Potential Section 363 Sale Process. If the debtor elects to pursue a sale of all or substantially all of its assets under 11 U.S.C. § 363, the Committee will be actively involved in overseeing the sale process, evaluating bids, and ensuring that the sale maximizes value for the estate and provides adequate consideration for unsecured creditors.

Attending the Section 341 Meeting of Creditors. The § 341 Meeting of Creditors is scheduled for November 18, 2025. Committee members may attend this meeting, at which the debtor's officers will be examined under oath regarding the debtor's assets, liabilities, and business operations.

IV. Fiduciary Duties of Committee Members

A. Duty Runs to All Unsecured Creditors

The most fundamental principle governing Committee membership is that each Committee member, when acting in its capacity as a Committee member, owes fiduciary duties to the entire class of unsecured creditors — not merely to itself or its own claim. This obligation is well-established in the case law interpreting the Bankruptcy Code and has been consistently enforced by bankruptcy courts in the District of Delaware and throughout the Third Circuit.

For Meridian, this means that when participating in Committee deliberations, voting on Committee positions, or otherwise acting in its capacity as a Committee member, Meridian must consider the interests of all unsecured creditors. The estimated $180 million to $220 million unsecured claims pool encompasses a wide range of creditors with diverse interests, including holders of the $215 million in 8.75% Senior Unsecured Notes due 2027, trade vendors of all sizes, landlords with lease rejection claims, litigation claimants, and other parties with contingent or unliquidated obligations. When the Committee considers its position on any matter — whether the DIP financing terms, plan distributions, or estate causes of action — Meridian's representative must consider the impact on this entire constituency, not solely the impact on Meridian's individual recovery.

Committee decisions are generally made by majority vote, and individual members are bound by the Committee's collective decisions in its official capacity. A dissenting Committee member is not free to act in the Committee's name or to represent that the Committee has taken a position different from the one adopted by the majority. A dissenting member may, however, act in its individual capacity through its own counsel, as discussed in Sections VII and VIII below.

B. Duty of Loyalty

Committee members may not use their position on the Committee for personal advantage at the expense of other unsecured creditors. The duty of loyalty requires that Committee members subordinate their individual self-interest to the interests of the constituency they represent when acting in their Committee capacity. This duty is analogous to the fiduciary duty of loyalty owed by corporate directors and officers to stockholders, adapted to the unique context of bankruptcy.

This obligation presents particular challenges for Meridian given its multifaceted position in the Cascadia case. Meridian's individual interests as a trade creditor may at times diverge from the broader interests of the unsecured creditor class. For example:

• Meridian's critical vendor designation entitles it to receive a $2,500,000 pre-petition payment that other general unsecured creditors will not receive. This preferential treatment, while appropriate from Meridian's individual perspective (as it helps preserve an ongoing supply relationship), may reduce the pool of assets available for distribution to other unsecured creditors.

• Meridian's § 503(b)(9) administrative expense claim of $1,847,200.00, if allowed, will be paid ahead of general unsecured claims, further reducing the assets available for pro rata distribution to the unsecured class.

• Meridian's reclamation demand of $3,218,650.00, if honored, would result in the return of goods to Meridian, diminishing the estate's inventory and potentially reducing the value available to other creditors.

Meridian should be transparent about these benefits in Committee discussions and should not use its position on the Committee to seek to expand or protect these benefits in a manner that would be inconsistent with the interests of the broader unsecured creditor class. While the existence of these individual benefits does not disqualify Meridian from Committee membership — trade creditors with critical vendor designations and administrative claims routinely serve on official committees — Meridian must be vigilant about separating its Committee role from its individual advocacy.

C. Duty of Care

Committee members should attend meetings, review materials provided by Committee counsel and the Committee's financial advisor, and participate in deliberations in a reasonably diligent manner. The duty of care does not require Committee members to devote unlimited time and resources to Committee activities, but it does require a level of engagement commensurate with the seriousness and complexity of the case.

Given the size and complexity of the Cascadia case — involving nearly $1.4 billion in funded debt, approximately 347 retail locations, thousands of employees, and hundreds of creditors — Committee activities are likely to be intensive, particularly in the early months of the case when critical issues such as the DIP financing, the debtor's operating budget, and the investigation of pre-petition transactions will demand the Committee's attention.

We recommend that Meridian designate one or two consistent representatives to attend Committee meetings and serve as points of contact for Committee counsel. We specifically recommend that Priya Anand, as General Counsel, serve as the primary Committee representative, and that Douglas Hargrove, as VP of Finance, serve as the alternate representative. Having consistent representatives will ensure continuity, facilitate the development of working relationships with other Committee members and Committee counsel, and help Meridian fulfill its duty of care.

D. Good Faith Obligation

All actions taken by Meridian in its capacity as a Committee member must be in good faith and for the benefit of the unsecured creditor constituency. This obligation permeates all aspects of Committee service and is a baseline standard against which Committee member conduct will be measured.

The good faith obligation provides an important protection as well: Committee members are generally shielded from personal liability for actions taken in good faith within the scope of their Committee duties. This protection is not absolute — a Committee member who acts in bad faith, breaches its fiduciary duties, or engages in self-dealing may face liability — but it provides a meaningful safeguard for members who discharge their duties conscientiously.

Courts have recognized that Committee members are not required to be disinterested or to lack individual claims against the estate. The Bankruptcy Code contemplates that Committee members will have their own financial interests in the case. However, the good faith obligation requires that, when acting in their Committee capacity, members prioritize the collective interest over their individual interest and refrain from taking actions that would benefit themselves at the expense of the broader constituency.

V. Potential Conflicts Between Meridian's Individual Interests and Committee Duties

A. Identifying Conflict Areas

Given Meridian's multifaceted position in the Cascadia case, several specific areas of potential conflict between Meridian's individual interests and its fiduciary obligations as a Committee member are foreseeable. It is important that Meridian's representatives understand these potential conflicts so that they can be managed appropriately.

Critical Vendor Status. Meridian has been designated as a critical vendor under the debtor's critical vendor motion and may receive $2,500,000 in pre-petition claim payments in exchange for its agreement to continue supplying goods to the debtor on customary trade terms. This preferential treatment is available only to those vendors deemed "critical" to the debtor's ongoing operations and is not available to the broader universe of general unsecured creditors. The Committee may scrutinize the critical vendor program as a whole, and may take positions on the scope or terms of the critical vendor program that could affect Meridian's individual entitlement. When the Committee considers the critical vendor motion, Meridian must be mindful that its duty as a Committee member is to evaluate the motion from the perspective of the entire unsecured creditor class, not solely from the perspective of a vendor that stands to benefit from the program.

Post-Petition Trade. Meridian may negotiate individual post-petition trade terms with the debtor, including supply arrangements at approximately $4,800,000 per month, on Net 30 payment terms with a COD (cash on delivery) backstop. Goods shipped by Meridian to the debtor post-petition will give rise to administrative expense claims under 11 U.S.C. § 503(b)(1)(A), which will be entitled to priority payment ahead of general unsecured claims. While post-petition trade is essential to the debtor's operations and benefits the estate as a whole, the administrative expense priority associated with Meridian's ongoing supply relationship effectively increases Meridian's total recovery relative to other unsecured creditors who may not have similar ongoing relationships with the debtor.

Section 503(b)(9) Administrative Priority Claim. Meridian's $1,847,200.00 administrative expense claim under § 503(b)(9) affords Meridian priority over general unsecured claims for the value of goods received by the debtor in the twenty days preceding the petition date. This creates a structural tension because administrative claims dilute the estate's assets available for distribution to general unsecured creditors. The Committee may take positions on the allowance or treatment of § 503(b)(9) claims generally, and Meridian must be prepared for the possibility that the Committee's position may not align with Meridian's individual interest in maximizing the recovery on its administrative claim.

Reclamation Demand. Meridian has served a reclamation demand of $3,218,650.00 under 11 U.S.C. § 546(c). If the reclamation demand is honored, goods would be returned to Meridian at the expense of the estate, reducing the debtor's inventory and potentially reducing the value available for distribution to other creditors. The Committee may oppose or seek to limit reclamation demands if the Committee concludes that preserving the debtor's inventory is in the best interests of the unsecured creditor class as a whole.

Trade Credit Insurance. Meridian's net $4,500,000 insurance recovery from Clearwater Surety & Insurance Co. under Policy No. TCI-2024-00783 significantly reduces Meridian's economic exposure relative to other unsecured creditors who may not have the benefit of similar protections. Additionally, subrogation issues arise because Clearwater Surety, upon paying Meridian's insurance claim, will acquire subrogation rights against the Cascadia estate. The allocation of any estate recovery between Meridian and Clearwater Surety may become a matter of dispute, and the Committee may have views on how subrogated claims should be treated in the distribution waterfall.

Preference Exposure. Meridian received approximately $8,430,000 in payments from Cascadia during the 90-day preference period prior to the petition date. These payments may constitute avoidable preferences under 11 U.S.C. § 547(b), and the Committee, as part of its investigation of estate causes of action, may examine whether to pursue preference claims against its own members, including Meridian. If the Committee determines that preference claims against Meridian should be pursued, a direct and irreconcilable conflict would exist between Meridian's individual interest in defending against the preference claim and the Committee's duty to maximize recoveries for the unsecured creditor class. Meridian's preference defenses — including the ordinary course of business defense under § 547(c)(2), the new value defense under § 547(c)(4), and the contemporaneous exchange defense under § 547(c)(1) — are matters for Meridian's individual counsel and are discussed further in Section VIII below.

B. Managing Conflicts

The existence of potential conflicts does not, standing alone, disqualify Meridian from Committee membership. Creditors with individual interests that may diverge from the interests of the broader constituency routinely serve on official committees, and the Bankruptcy Code contemplates this reality. However, Meridian must manage these conflicts carefully and transparently to protect both its Committee role and its individual interests.

Disclosure. Meridian should disclose all potential conflicts to Committee counsel, Diana Prescott at Garvey & Holbrook LLP, at the outset of the Committee's engagement and on an ongoing basis as new conflicts arise. Full and early disclosure is the best protection against later allegations of self-dealing or breach of fiduciary duty.

Recusal. When the Committee discusses matters that directly affect Meridian's individual interests — such as the critical vendor motion, preference claims against Committee members, the treatment of § 503(b)(9) claims, or reclamation demands — Meridian's representative should consider recusing from the relevant portion of the discussion and abstaining from the related vote. Recusal is a well-accepted practice in Committee proceedings and demonstrates Meridian's commitment to its fiduciary obligations. Committee counsel can provide guidance on when recusal is appropriate or advisable.

Individual Advocacy Through Individual Counsel. Meridian retains the unqualified right to take individual positions on matters before the Court that differ from the Committee's positions. When Meridian advocates for its individual interests, it must do so through its own counsel, Calderwood & Harkness LLP, and must not purport to speak for the Committee or use its Committee position to gain an advantage in individual negotiations. The distinction between acting in one's individual capacity and acting in one's Committee capacity must be rigorously maintained.

Resignation as Last Resort. In the event that an irreconcilable conflict arises between Meridian's individual interests and its obligations as a Committee member — for example, if the Committee decides to aggressively pursue preference claims against Meridian — Meridian may need to resign from the Committee. Resignation is a drastic step that should be considered only as a last resort, as it would result in the loss of the significant strategic benefits associated with Committee membership, including access to confidential information and influence over the plan process. Before taking such a step, Meridian should consult extensively with Calderwood & Harkness LLP and should explore all available alternatives, including recusal from specific matters.

VI. Information-Sharing Limitations

A. Confidential Committee Information

In the course of its activities, the Committee will receive substantial non-public, confidential information from the debtor and its advisors. This information is likely to include, among other things:

• Detailed business plans, strategic alternatives analyses, and operational forecasts;

• Financial projections, including revenue, EBITDA, and cash flow projections, and the assumptions underlying those projections;

• Operating budgets and variance reports;

• DIP budget compliance data, borrowing base certificates, and covenant compliance reports;

• Term sheets, proposal letters, and negotiation positions related to plan formulation and potential transactions;

• Information regarding potential estate causes of action, including the results of the Committee's investigation into the 2019 Pinecrest LBO and related transactions;

• Valuation analyses prepared by the Committee's financial advisor;

• Legal analyses prepared by Committee counsel regarding claims, defenses, and litigation strategy; and

• Other sensitive business, financial, and strategic information that the debtor and the Committee's professionals expect to remain confidential.

This information is provided to the Committee under an expectation of confidentiality. The Committee will typically adopt a confidentiality agreement or protocol — often approved by the Committee as a body — governing the handling, storage, and permissible dissemination of confidential information. Meridian will be expected to execute any such confidentiality agreement and to comply with its terms throughout the duration of Meridian's Committee service.

The confidentiality of Committee information is not merely a contractual obligation. It reflects the practical reality that the debtor, secured lenders, and other parties in interest would be unwilling to share sensitive information with the Committee if they could not rely on the Committee to maintain confidentiality. A breach of confidentiality by a Committee member could undermine the Committee's effectiveness, damage trust between the parties, and expose the breaching member to sanctions, including removal from the Committee.

B. Restriction on Sharing with Briarstone Capital Partners

This subsection addresses a critical point for Ms. Marchetti and all Briarstone Capital Partners personnel. Confidential information received by Meridian in its capacity as a Committee member may not be shared with Briarstone Capital Partners, Briarstone Capital Partners Fund IV, LP, or any other Briarstone affiliate, fund, partner, employee, advisor, or agent without the prior approval of the Committee (typically obtained through Committee counsel, Garvey & Holbrook LLP) or pursuant to a formal information-sharing protocol that has been reviewed and approved by the Committee and, if necessary, the Court.

The rationale for this restriction is straightforward and compelling:

First, Briarstone Capital Partners is a private equity firm with approximately $6.2 billion in assets under management across multiple funds and investment vehicles. Briarstone or its affiliates may hold, acquire, or trade in debt or equity instruments of Cascadia, its affiliates, or other parties in interest in the case. The dissemination of non-public Committee information to Briarstone could give rise to insider trading concerns under the federal securities laws, including Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Even though Cascadia is no longer a publicly traded company, the 8.75% Senior Unsecured Notes due 2027 may be traded in the secondary market, and other Cascadia-related instruments or claims may be subject to trading restrictions.

Second, even if Briarstone does not currently hold any Cascadia-related instruments and has no present intention to trade in such instruments, the information barrier must be maintained because Committee information often includes highly sensitive business strategy data, litigation strategy information, and other confidential materials that the debtor and other parties have disclosed to the Committee in reliance on the confidentiality protections governing Committee proceedings. The unauthorized dissemination of such information to a third party — even the equity sponsor of a Committee member — would breach the trust upon which the Committee process depends.

Third, a breach of the confidentiality restrictions governing Committee information could result in severe consequences for Meridian, including removal from the Committee, sanctions imposed by the Bankruptcy Court, potential liability for damages caused by the breach, and reputational harm to Meridian and its counsel. The Court and other parties in interest would view such a breach as a serious matter warranting immediate remedial action.

Recommended Approach. Meridian should establish an internal information barrier — sometimes referred to as an "ethical wall" or "information wall" — between Meridian personnel who participate in Committee activities and Briarstone Capital Partners personnel. The information barrier should be documented in writing and communicated to all affected individuals. Specific steps to implement the information barrier are set forth in Section VI.D below.

Briarstone Capital Partners should not receive Committee meeting agendas, Committee meeting minutes, analyses or memoranda prepared by Committee counsel or the Committee's financial advisor, or any debtor financial data obtained through the Committee process, unless and until an appropriate information-sharing protocol has been established and approved by the Committee or its counsel. If Briarstone desires access to specific categories of Committee information, Meridian should raise that request with Calderwood & Harkness LLP, which can then explore the possibility of a formal information-sharing protocol with Committee counsel.

C. Distinction Between Committee Information and Individually Obtained Information

It is important to distinguish between information that Meridian receives in its capacity as a Committee member and information that Meridian obtains through its own individual efforts, represented by Calderwood & Harkness LLP.

Information that Meridian obtains through its own individual counsel — such as information received in connection with Meridian's proof of claim, reclamation demand, § 503(b)(9) motion, preference defense, post-petition trade negotiations, or trade credit insurance claim — is not subject to the same Committee-level confidentiality restrictions. Such information is obtained by Meridian in its capacity as an individual creditor, not as a Committee member, and Meridian is free to share it with Briarstone in the ordinary course, consistent with Meridian's own governance obligations and any confidentiality agreements that Meridian may have entered into with the debtor or other parties in connection with its individual matters.

However, the distinction between Committee information and individually obtained information can become blurred in practice. In some cases, Meridian may receive the same piece of information through both Committee and individual channels — for example, the debtor may provide financial projections both to the Committee and to Meridian as a critical vendor. In such circumstances, Meridian should err on the side of caution and treat the information as Committee-confidential unless it is clear, based on the circumstances of its receipt, that the information was obtained independently of the Committee process. When in doubt, Meridian should consult with Calderwood & Harkness LLP before sharing any information with Briarstone or any other third party.

D. Practical Protocols

To implement the information-sharing restrictions described above, Meridian should take the following practical steps:

1. Designate a Committee Representative. Designate Priya Anand as Meridian's primary Committee representative. Ms. Anand should be fully aware of the information barrier obligations and should be the sole recipient (along with any designated alternate) of Committee-related communications, meeting materials, and confidential information.

2. Maintain Separate Files. Maintain separate physical and electronic files or folders for all Committee-related materials. These files should be clearly marked as "CONFIDENTIAL — COMMITTEE MATERIALS" and should not be stored in shared drives or repositories accessible to Briarstone Capital Partners personnel.

3. Restrict Email Forwarding. Do not forward Committee-related emails, documents, analyses, or other materials to Briarstone Capital Partners personnel, including Ms. Marchetti, or to any other person not authorized to receive such materials.

4. Consult Before Sharing. Before sharing any information with Briarstone or any other third party, consult with Calderwood & Harkness LLP to confirm whether the information is subject to Committee-level confidentiality restrictions or whether it was obtained independently through Meridian's individual counsel relationship.

5. Document the Information Barrier. Prepare and distribute a written information barrier memorandum to all affected Meridian and Briarstone personnel, describing the restrictions, the rationale, and the consequences of non-compliance. Calderwood & Harkness LLP can assist in preparing this memorandum.

VII. Right to Retain Individual Counsel

A. Distinction Between Committee Counsel and Individual Counsel

As discussed in Sections II.D and III above, Committee counsel — Garvey & Holbrook LLP, led by Diana Prescott — and the Committee's financial advisor — Broadleaf Advisory Group LLC, led by Robert Tanaka — serve the Committee as a whole. They represent the collective interests of the unsecured creditor class and owe their professional duties to the Committee, not to any individual Committee member. They are not Meridian's lawyers. They cannot give legal advice to Meridian. They cannot advocate for Meridian's individual claims or interests.

Meridian retains the absolute right — and indeed, it is strongly advisable — to be represented by its own individual counsel in this Chapter 11 case. Calderwood & Harkness LLP serves as Meridian's individual counsel. The Calderwood & Harkness team for this matter includes Colette Whitman (Partner, Bankruptcy & Restructuring), Nathaniel Bower (Partner, Bankruptcy & Restructuring), Nathan Ikeda (Associate, Bankruptcy & Restructuring), and Gabrielle Moss (Associate, Bankruptcy & Restructuring). Our representation of Meridian is entirely independent of the Committee and its professionals.

There is an important distinction between the fee arrangements applicable to Committee counsel and individual counsel. Committee counsel's fees and expenses are administrative expenses of the Cascadia estate and are paid from estate funds, subject to Court approval under 11 U.S.C. §§ 330 and 331. By contrast, individual counsel fees are Meridian's own expense and are not paid by the estate. While this distinction means that Meridian bears the cost of its own legal representation, it also means that Calderwood & Harkness LLP owes undivided loyalty to Meridian and is free to advocate aggressively for Meridian's individual interests without regard to the positions taken by the Committee.

B. Why Individual Counsel Is Essential

Meridian has significant individual claims and interests in the Cascadia case that are distinct from — and, in some cases, potentially adverse to — the interests of the general unsecured creditor class. These individual interests include:

• The $14,726,418.37 pre-petition general unsecured trade claim, which must be properly filed, supported, and defended in the claims allowance process;

• The $1,847,200.00 § 503(b)(9) administrative expense claim, which affords Meridian priority over general unsecured claims and must be prosecuted before the Bankruptcy Court;

• The $3,218,650.00 reclamation demand, which requires careful factual and legal analysis and may be contested by the debtor or the Committee;

• Meridian's critical vendor designation, including the $2,500,000 pre-petition payment and the associated post-petition trade commitments, which require individual negotiation with the debtor's counsel;

• Preference defense exposure of approximately $8,430,000, which requires the development and prosecution of affirmative defenses, including the ordinary course of business defense, the new value defense, and the contemporaneous exchange defense;

• Coordination with Clearwater Surety & Insurance Co. on the trade credit insurance claim, including management of the subrogation relationship and optimization of Meridian's net recovery; and

• Meridian's individual position in plan negotiations, which may differ from the Committee's position depending on the proposed treatment of trade claims, administrative claims, and other matters affecting Meridian's recovery.

Committee counsel cannot — and should not be expected to — advocate for any of these Meridian-specific interests. Committee counsel's obligation runs to the entire unsecured creditor class, and its positions on the matters listed above may be adverse to Meridian's individual interests. For example, the Committee may take the position that § 503(b)(9) claims should be subordinated or capped, that critical vendor payments should be limited, or that preference claims against Committee members should be vigorously pursued. In each of these scenarios, Meridian will need its own counsel to protect its interests.

Calderwood & Harkness LLP will continue to prosecute Meridian's individual claims, negotiate post-petition trade terms, defend against preference actions, coordinate with Clearwater Surety & Insurance Co. on the insurance claim, and advise Meridian on all aspects of the case in which Meridian's individual interests are at stake. We will also advise Meridian on its positions in plan negotiations, which may differ from the Committee's positions depending on the plan terms proposed.

C. Coordination Between Individual Counsel and Committee Counsel

While Calderwood & Harkness LLP and Garvey & Holbrook LLP serve different clients and different functions, there will be areas of shared interest where coordination is both appropriate and beneficial. For example, both Meridian and the Committee share an interest in maximizing the overall recovery for unsecured creditors, in scrutinizing the DIP financing terms, in investigating the debtor's pre-petition conduct (including the 2019 Pinecrest LBO), and in ensuring that the debtor is managed responsibly during the Chapter 11 case.

Calderwood & Harkness LLP will coordinate with Garvey & Holbrook LLP on matters of mutual interest, including sharing information and analysis where appropriate and where doing so does not compromise Meridian's individual interests or its Committee-level confidentiality obligations. Where Meridian's individual position aligns with the Committee's position, Meridian may support the Committee's filings in Court by joining in or endorsing those filings. Where Meridian's individual position diverges from the Committee's position, Meridian will file separately through Calderwood & Harkness LLP and will make clear that it is acting in its individual capacity.

To facilitate this coordination, Priya Anand and Douglas Hargrove should keep Calderwood & Harkness LLP informed of all material Committee developments, to the extent permitted by the confidentiality obligations governing Committee information. This may require careful judgment about what information can be shared with individual counsel and what information is restricted. We will work with Meridian's representatives to navigate these issues and will consult with Committee counsel where necessary to clarify the scope of permissible information sharing.

VIII. Individual Actions vs. Committee Actions

A. Actions the Committee Takes Collectively

The Committee acts as a body, and its formal actions are taken collectively. Individual members do not have the authority to act in the Committee's name or to bind the Committee to positions unless authorized by a vote of the Committee. The following categories of actions are taken by the Committee as a collective body:

• Taking formal positions on motions and other matters before the Court, including the DIP financing motion (with the Final DIP hearing scheduled for November 14, 2025), plan negotiations, sale process oversight, and other contested matters;

• Conducting and directing the investigation of the debtor's pre-petition conduct, including the 2019 Pinecrest LBO and any potential claims against insiders such as Pinecrest Equity Group, Theodore "Ted" Langford, and members of Cascadia's management team;

• Retaining and supervising Committee professionals, including Committee counsel and the Committee's financial advisor, and approving fee applications for those professionals;

• Negotiating plan terms and distribution waterfalls affecting the unsecured creditor class, including the allocation of plan consideration among different categories of unsecured claims;

• Filing formal objections, responses, or other pleadings on behalf of the Committee in the Bankruptcy Court;

• Entering into any settlements or compromises in the Committee's name, subject to Court approval; and

• Performing such other functions as are contemplated by 11 U.S.C. § 1103 and as are delegated to the Committee by the Court or agreed upon by the Committee membership.

Meridian's representatives, when participating in Committee meetings and votes, are acting in their fiduciary capacity and must exercise their judgment in accordance with the principles described in Section IV above. When the Committee adopts a position by majority vote, that position represents the Committee's official stance, and individual dissenting members should not publicly undermine or contradict the Committee's position while purporting to act in a Committee capacity.

B. Actions Meridian May Take Individually

Notwithstanding its Committee membership, Meridian retains the full range of rights available to it as an individual creditor in the Cascadia case. Meridian may take the following actions in its individual capacity, represented by Calderwood & Harkness LLP:

• Proof of Claim. Filing and prosecuting Meridian's proof of claim in the amount of $14,726,418.37. The estimated general bar date for proofs of claim is January 15, 2026. Calderwood & Harkness LLP will prepare and file the proof of claim, together with all supporting documentation, well in advance of the bar date.

• Section 503(b)(9) Claim. Pursuing Meridian's $1,847,200.00 administrative expense claim under 11 U.S.C. § 503(b)(9). This claim must be asserted and, if contested, adjudicated through appropriate proceedings before the Bankruptcy Court.

• Reclamation Demand. Asserting and enforcing Meridian's reclamation demand of $3,218,650.00 under 11 U.S.C. § 546(c). If the debtor fails to honor the demand, Meridian may seek appropriate relief from the Court.

• Preference Defense. Defending against any preference claims brought by the debtor, the Committee, or a Chapter 11 trustee. Meridian's exposure is approximately $8,430,000 based on payments received during the 90-day pre-petition period. Calderwood & Harkness LLP will assert all applicable defenses, including the ordinary course of business defense under § 547(c)(2), the new value defense under § 547(c)(4), and the contemporaneous exchange defense under § 547(c)(1).

• Post-Petition Trade Terms. Negotiating individual post-petition trade terms with the debtor, including the approximately $4,800,000 per month supply arrangement at Net 30 with a COD backstop. These negotiations are individual to Meridian and are not within the scope of the Committee's mandate.

• Trade Credit Insurance. Prosecuting the Clearwater Surety & Insurance Co. trade credit insurance claim under Policy No. TCI-2024-00783, with a net expected recovery of approximately $4,500,000.

• Individual Court Filings. Filing individual objections, responses, or other pleadings in the Bankruptcy Court on matters affecting Meridian's individual interests, including Meridian's individual response to the critical vendor motion seeking enhanced conditions or protections.

• Plan Positions. Taking positions on the debtor's plan of reorganization that may differ from the Committee's stance, based on Meridian's individual assessment of the plan's impact on its claims and interests.

C. Navigating the Boundary

The distinction between acting in one's Committee capacity and acting in one's individual capacity is critical, and Meridian must navigate this boundary with care. We offer the following practical guidance:

Consult Before Acting. Before taking any public position in the Cascadia case, whether by filing a pleading, making a statement on the record, or communicating with other parties in interest, Meridian should consult with Calderwood & Harkness LLP to confirm whether the proposed position implicates Meridian's Committee duties. If the position relates to a matter within the Committee's purview, Calderwood & Harkness LLP will advise Meridian on how to proceed in a manner that respects its fiduciary obligations while protecting its individual interests.

Raise Concerns Internally First. Meridian should avoid publicly contradicting the Committee's positions without first raising its concerns within the Committee process. If Meridian disagrees with a proposed Committee position, Meridian's representative should voice that disagreement during Committee deliberations and seek to persuade the other Committee members. Only after the internal Committee process has been exhausted should Meridian consider taking a contrary public position in its individual capacity.

Clarity of Capacity. If Meridian's individual filings are opposed to or inconsistent with Committee positions, the filings should make clear — in their caption, introductory paragraphs, and substance — that Meridian is acting in its individual capacity as a creditor, not as a member of the Official Committee of Unsecured Creditors. Calderwood & Harkness LLP will ensure that all filings on behalf of Meridian clearly identify the capacity in which Meridian is acting and that no confusion arises regarding the Committee's official positions.

IX. Practical Recommendations and Action Items

A. Immediate Steps

Based on the foregoing analysis, we recommend that Meridian take the following immediate steps:

1. Designate Committee Representatives. Designate Priya Anand as Meridian's primary Committee representative and Douglas Hargrove as the alternate representative. These designations should be communicated to Committee counsel promptly.

2. Notify Committee Counsel of Individual Counsel Relationship. Notify Committee counsel, Diana Prescott at Garvey & Holbrook LLP, that Meridian is represented individually in this case by Calderwood & Harkness LLP (Colette Whitman, Nathaniel Bower, Nathan Ikeda, Gabrielle Moss). This disclosure is standard practice and ensures that Committee counsel understands the dual representation structure.

3. Execute Confidentiality Agreement. Execute any confidentiality agreement or confidentiality protocol required by the Committee in connection with the receipt of confidential Committee information. Calderwood & Harkness LLP should review the confidentiality agreement before it is executed to ensure that its terms are reasonable and consistent with Meridian's individual rights.

4. Establish Information Barrier Protocols. Establish internal information barrier protocols between Meridian personnel who participate in Committee activities and Briarstone Capital Partners personnel. Communicate the restrictions clearly to Elena Marchetti and all other Briarstone team members who may interact with Meridian on matters related to the Cascadia case. Calderwood & Harkness LLP will prepare a formal information barrier memorandum for distribution to all affected individuals.

B. Ongoing Obligations

Throughout the duration of Meridian's service on the Committee, Meridian should observe the following ongoing obligations:

1. Attend Committee Meetings. Attend all Committee meetings and review all Committee materials — including agendas, minutes, financial analyses, and legal memoranda — in a timely manner. Active and informed participation is essential to fulfilling the duty

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT
INTERNAL MEMORANDUM
Date: October 30, 2025
From: Nathan Ikeda, Calderwood & Harkness LLP
To: Priya Anand, General Counsel, Meridian Consumer Brands LLC Douglas Hargrove, VP of Finance, Meridian Consumer Brands LLC Elena Marchetti, Partner, Briarstone Capital Partners
Re: Rights, Duties, and Fiduciary Obligations of Meridian Consumer Brands LLC as Member of the Official Committee of Unsecured Creditors — In re Cascadia Home & Lifestyle Inc., Case No. 25-12087 (Bankr. D. Del.)
Matter No.: 1011-00002
Firm: Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, NY 10166
This memorandum is a privileged and confidential attorney-client communication and constitutes attorney work product prepared in anticipation of litigation. It is intended solely for the use of the addressees and should not be disclosed, disseminated, or copied to any person or entity without the prior written consent of Calderwood & Harkness LLP. Any unauthorized disclosure may constitute a waiver of the attorney-client privilege and/or work product protection.
I. Executive Summary
On October 28, 2025, the United States Trustee for Region 3 appointed the Official Committee of Unsecured Creditors (the "Committee") in the Chapter 11 case of In re Cascadia Home & Lifestyle Inc., Case No. 25-12087, currently pending before the Honorable Christine M. Aldridge in the United States Bankruptcy Court for the District of Delaware. Meridian Consumer Brands LLC ("Meridian" or "MCB") was appointed as one of six members of the Committee, reflecting Meridian's status as a significant trade creditor with approximately $14,726,418.37 in pre-petition claims arising from its long-standing supply relationship with the debtor.
The purpose of this memorandum is to advise Meridian's management team and its equity sponsor, Briarstone Capital Partners, on the rights, duties, and fiduciary obligations that attach to Committee membership, as well as the critical limitations on information sharing that Meridian must observe throughout the pendency of this case. This memorandum is intended to serve as a practical guide for Meridian's representatives participating in Committee activities, and to establish a clear framework for navigating the intersection of Meridian's individual creditor interests and its obligations as a fiduciary to the broader unsecured creditor class.
Committee membership confers both valuable strategic benefits and significant obligations. On the benefit side, Meridian will gain access to confidential debtor information, including financial projections, business plans, and DIP budget compliance data. Meridian will also have a meaningful voice in plan negotiations, the ability to influence the distribution waterfall for unsecured creditors, and insight into the debtor's operations and restructuring strategy. Committee membership places Meridian at the center of the case, affording it a seat at the negotiating table alongside other major unsecured creditors and opposite the debtor, its secured lenders, and the equity sponsor, Pinecrest Equity Group.
These advantages, however, come with significant obligations. As a Committee member, Meridian owes fiduciary duties to the entire class of unsecured creditors — not solely to itself. This fiduciary obligation constrains how Meridian may act in its capacity as a Committee member and creates boundaries that Meridian's representatives must carefully observe. Additionally, the confidential information received through the Committee process is subject to strict information-sharing restrictions that directly affect Meridian's ability to communicate with its equity sponsor, Briarstone Capital Partners.
We note that this memorandum is directed in part to Elena Marchetti at Briarstone Capital Partners because certain of the information-sharing restrictions discussed herein directly affect Briarstone's ability to receive confidential Committee information. Briarstone Capital Partners Fund IV, LP holds approximately 78% of the equity interest in Meridian, having acquired its controlling stake in 2021 for approximately $680 million. As explained in detail in Section VI below, Briarstone personnel must not receive Committee-confidential information absent specific authorization from the Committee or its counsel, and appropriate information barrier protocols must be established and maintained.
This memorandum addresses the following topics in detail: (1) the background of the Cascadia Chapter 11 case and Meridian's position as a creditor; (2) the role and statutory authority of the Committee; (3) the fiduciary duties of Committee members; (4) potential conflicts between Meridian's individual interests and its Committee duties; (5) information-sharing limitations, with particular attention to Briarstone Capital Partners; (6) Meridian's right to retain and work with individual counsel; (7) the distinction between individual actions and Committee actions; and (8) practical recommendations and immediate action items.
II. Background
A. The Cascadia Chapter 11 Case
Cascadia Home & Lifestyle Inc. ("Cascadia" or "CHL"), a Delaware corporation headquartered at 1200 NW Everett Street, Suite 800, Portland, Oregon 97209, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code on October 14, 2025. The case is pending in the United States Bankruptcy Court for the District of Delaware and has been assigned Case No. 25-12087.
Cascadia is a national retailer of home furnishings, décor, and lifestyle products. The company operates approximately 347 retail store locations across 38 states, as well as robust e-commerce platforms under the "Cascadia Home" and "Lifestyle by Cascadia" brand banners. Founded in 1994 by Roland Trask as a single-location home décor shop in Portland, Oregon, Cascadia grew substantially over the following two decades, completing an initial public offering in 2006 and expanding its retail footprint aggressively throughout the late 2000s and 2010s.
In 2019, Cascadia was taken private in a leveraged buyout by Pinecrest Equity Group, acting through its investment vehicle Pinecrest Equity Partners III, LP. The LBO was valued at approximately $2.1 billion and was financed with a combination of equity contributed by Pinecrest and substantial acquisition-related debt. The leveraged capital structure resulting from the 2019 buyout is widely understood to be a significant contributing factor to Cascadia's current financial distress.
Cascadia's current management team includes Margaret "Meg" Fontaine as Chief Executive Officer and Vikram Patel as Chief Financial Officer. In connection with the restructuring, Cascadia retained Philip Kellner of Kellner & Associates LLC as Chief Restructuring Officer to oversee the Chapter 11 process. Mr. Kellner has extensive experience in retail and consumer products restructurings and has been involved in the case since approximately September 2025, prior to the petition date.
Cascadia's most recent financial results reflect significant operational and financial challenges. For its fiscal year ending January 31, 2025 ("FY2024"), Cascadia reported total revenue of approximately $1.87 billion, representing a decline from prior-year levels. The company reported a net loss of approximately $214 million for FY2024, driven by declining same-store sales, margin compression attributable to supply chain disruptions and inflationary pressures, and the substantial debt service burden imposed by its leveraged capital structure. As of the petition date, Cascadia's total funded debt was approximately $1.379 billion, comprised of a first lien revolving credit facility, a first lien term loan, second lien notes, and the $215 million in 8.75% Senior Unsecured Notes due 2027.
Cascadia has retained the following key professionals in connection with the Chapter 11 case:
•  Debtor's Counsel: Brindoval Baines & Lord LLP, with Harrison Caldwell serving as lead restructuring partner. Brindoval Baines & Lord is a nationally recognized restructuring firm and is handling the debtor-side representation in all aspects of the case.
•  Delaware Co-Counsel: Borwick Sato LLP, with Michael Donnelly as lead attorney. Borwick Sato serves as local Delaware counsel to the debtor, handling procedural and scheduling matters before the Bankruptcy Court.
•  Debtor's Financial Advisor: Ashworth Partners LLC, with Sandra Ng as the lead managing director. Ashworth Partners is providing financial advisory services, including cash flow forecasting, DIP compliance monitoring, and assistance with plan formulation.
B. Meridian's Position in the Case
Meridian Consumer Brands LLC is a leading supplier of household cleaning products, personal care items, and related consumer goods. Meridian has maintained a significant commercial relationship with Cascadia for approximately nine years, supplying products that were sold through both Cascadia's retail stores and its e-commerce channels.
As of the petition date, Meridian holds $14,726,418.37 in pre-petition trade receivables arising from 83 unpaid invoices spanning the period from July 18, 2025 through October 10, 2025. These receivables represent the core of Meridian's general unsecured claim against the Cascadia estate.
In addition to its general unsecured claim, Meridian has asserted the following priority and related claims:
•  Section 503(b)(9) Administrative Expense Claim: Meridian has asserted an administrative expense claim of $1,847,200.00 under 11 U.S.C. § 503(b)(9), which provides administrative expense priority for the value of goods received by the debtor within twenty days before the petition date and sold to the debtor in the ordinary course of business.
•  Reclamation Demand: Meridian timely served a reclamation demand under 11 U.S.C. § 546(c) in the amount of $3,218,650.00, seeking the return of goods delivered to Cascadia within 45 days prior to the petition date that remain in the debtor's possession and are identifiable.
•  Critical Vendor Designation: Meridian has been designated as a critical vendor under a motion filed by the debtor, with the debtor proposing to pay $2,500,000 of Meridian's pre-petition claims in exchange for Meridian's agreement to continue supplying goods on customary trade terms during the Chapter 11 case.
Meridian also holds trade credit insurance through Clearwater Surety & Insurance Co. under Policy No. TCI-2024-00783. The policy covers a portion of Meridian's pre-petition trade receivables, and the net expected recovery under the policy is approximately $4,500,000. This insurance recovery, while valuable, leaves an uninsured claim balance of approximately $10,226,418.37. Clearwater Surety will have subrogation rights with respect to any amounts paid under the policy, which may affect the economics of Meridian's ultimate recovery from the estate.
Cascadia is Meridian's fourth-largest customer by revenue, with FY2024 sales to Cascadia totaling approximately $58.3 million. The loss of Cascadia as a customer and the substantial pre-petition receivables at risk represent a material financial exposure for Meridian.
Meridian is a portfolio company of Briarstone Capital Partners Fund IV, LP, which acquired a controlling equity interest of approximately 78% in Meridian in 2021 for approximately $680 million. The remaining equity in Meridian is held by management and certain co-investors. Calderwood & Harkness LLP represents Meridian individually in this Chapter 11 case and does not represent Briarstone Capital Partners or any Briarstone affiliate.
C. Committee Composition
The Official Committee of Unsecured Creditors was appointed by the United States Trustee for Region 3 on October 28, 2025, pursuant to 11 U.S.C. § 1102(a). The Committee consists of six members, representing a cross-section of the debtor's unsecured creditor body, including trade vendors, a landlord, and a services provider. The members of the Committee are as follows:
The debtor's schedules reflect an estimated total unsecured claims pool of between $180 million and $220 million. This estimate is subject to revision as proofs of claim are filed and as the claims reconciliation process proceeds. The unsecured creditor class includes not only trade creditors and landlords, but also holders of the $215 million in 8.75% Senior Unsecured Notes due 2027, rejection damage claims, litigation claims, and other contingent and unliquidated obligations.
D. Committee Professionals
The Committee has selected the following professionals to serve as its counsel and financial advisor, subject to Bankruptcy Court approval:
•  Committee Counsel: Garvey & Holbrook LLP, located at 750 Third Avenue, 30th Floor, New York, New York 10017. The lead partner for the engagement is Diana Prescott, a well-known restructuring practitioner with extensive experience representing official committees in large Chapter 11 cases. Garvey & Holbrook LLP will serve as the Committee's legal advisor on all aspects of the case, including DIP financing, plan negotiations, claims analysis, investigation of the debtor's pre-petition conduct, and potential estate causes of action.
•  Committee Financial Advisor: Broadleaf Advisory Group LLC, located at 1345 Avenue of the Americas, 25th Floor, New York, New York 10105. The lead managing director is Robert Tanaka. Broadleaf Advisory Group will provide financial advisory services to the Committee, including analysis of the debtor's business plan and financial projections, DIP budget monitoring, valuation analysis, and plan feasibility assessment.
It is critical that Meridian's management understand that these professionals serve the Committee as a whole, and not any individual Committee member. Committee counsel and the Committee's financial advisor are fiduciaries of the unsecured creditor class and cannot be expected to advocate for Meridian's specific interests. Their retention is subject to Bankruptcy Court approval under 11 U.S.C. § 1103(a), and their fees and expenses are paid from the Cascadia estate as administrative expenses under 11 U.S.C. § 503(b)(1)(A). This arrangement underscores the collective nature of the Committee's representation and the importance of Meridian retaining its own individual counsel, as discussed in Section VII below.
III. Role and Purpose of the Official Committee of Unsecured Creditors
A. Statutory Authority
The formation and powers of the Official Committee of Unsecured Creditors are governed by Sections 1102 and 1103 of the Bankruptcy Code. Under 11 U.S.C. § 1102(a)(1), the United States Trustee is required to appoint a committee of creditors holding unsecured claims "as soon as practicable after the order for relief." The committee ordinarily consists of those persons holding the seven largest unsecured claims who are willing to serve, although the U.S. Trustee has discretion to compose the committee so that it is representative of the different kinds of claims in the case. In this instance, the U.S. Trustee selected six members — including trade creditors, a landlord, and a services provider — to ensure that the Committee reflects the diversity of the unsecured creditor constituency.
The Committee's statutory mandate is to represent the interests of all unsecured creditors, not merely its constituent members. This representative function is fundamental to the structure of Chapter 11 and serves as the primary mechanism by which the interests of potentially thousands of dispersed unsecured creditors are aggregated, organized, and effectively advocated before the Court.
Under 11 U.S.C. § 1103, the Committee is vested with broad powers and duties, including the following:
(a) Consult with the trustee or debtor in possession concerning the administration of the case;
(b) Investigate the acts, conduct, assets, liabilities, and financial condition of the debtor, the operation of the debtor's business, the desirability of the continuance of such business, and any other matter relevant to the case or to the formulation of a plan;
(c) Participate in the formulation of a plan, advise those represented by the committee of the committee's determinations as to any plan formulated, and collect and file with the court acceptances or rejections of a plan;
(d) Request the appointment of a Chapter 11 trustee or examiner under 11 U.S.C. § 1104; and
(e) Perform such other services as are in the interest of those represented.
The Committee may also, with the Court's approval, employ one or more attorneys, accountants, or other agents to represent or perform services for the Committee, as provided in § 1103(a). As noted above, the Committee has selected Garvey & Holbrook LLP and Broadleaf Advisory Group LLC as its counsel and financial advisor, respectively, and applications to approve their retention are expected to be filed in the near term.
B. Key Committee Functions in this Case
In the Cascadia case specifically, the Committee is expected to play a central and active role in the following areas:
Monitoring the Debtor's Business Operations and Use of Cash. The Committee, through its counsel and financial advisor, will closely monitor Cascadia's operations during the Chapter 11 case, including the debtor's compliance with the DIP financing budget, its management of cash, and its business decisions regarding store operations, inventory management, and vendor relationships. The Committee has a strong interest in ensuring that the debtor's estate is not dissipated to the detriment of unsecured creditors and that the debtor is operating in a manner designed to maximize value for all stakeholders.
Reviewing and Negotiating the DIP Financing Facility. The debtor has obtained interim approval for a $275 million debtor-in-possession financing facility, with Ridgeline National Bank, N.A. serving as DIP Agent. The facility consists of $150 million in new money and a $125 million roll-up of pre-petition first lien revolving loans. The DIP carries an interest rate of SOFR plus 450 basis points, with a maturity at the earliest of twelve months following the closing date, the effective date of a confirmed plan, or the consummation of a sale under 11 U.S.C. § 363. The Committee is expected to take a formal position on the DIP financing at the Final DIP hearing scheduled for November 14, 2025, and will scrutinize the terms of the facility — including the roll-up provisions, the milestones, the adequate protection package, and the carve-out for professional fees — to ensure that the unsecured creditor class is not unduly prejudiced.
Investigating the Debtor's Pre-Petition Transactions. The Committee is expected to conduct an investigation into the debtor's pre-petition conduct and financial affairs, with particular focus on the 2019 leveraged buyout by Pinecrest Equity Group and related intercompany transactions. The Committee will assess whether any claims or causes of action exist against Pinecrest, its principals (including Theodore "Ted" Langford), Cascadia's management, or other insiders, including potential fraudulent transfer claims, breach of fiduciary duty claims, and claims related to dividends or management fees paid out of the debtor's estate during the period of financial decline. These potential causes of action may represent a significant source of recovery for unsecured creditors.
Negotiating Plan Terms and Distribution Waterfall. As the case progresses, the Committee will play a central role in negotiating the terms of any Chapter 11 plan, including the distribution waterfall for unsecured creditors. The Committee's primary objective will be to maximize the recovery for the general unsecured creditor class, which may involve negotiating for a share of the reorganized entity's equity, cash distributions, or other consideration.
Evaluating Potential Estate Causes of Action. In addition to the LBO-related investigation, the Committee will evaluate potential avoidance actions, including preference actions under 11 U.S.C. § 547 and fraudulent transfer actions under 11 U.S.C. §§ 544 and 548. As discussed in Section V below, this investigation may encompass preference claims against Committee members, including Meridian.
Monitoring Any Potential Section 363 Sale Process. If the debtor elects to pursue a sale of all or substantially all of its assets under 11 U.S.C. § 363, the Committee will be actively involved in overseeing the sale process, evaluating bids, and ensuring that the sale maximizes value for the estate and provides adequate consideration for unsecured creditors.
Attending the Section 341 Meeting of Creditors. The § 341 Meeting of Creditors is scheduled for November 18, 2025. Committee members may attend this meeting, at which the debtor's officers will be examined under oath regarding the debtor's assets, liabilities, and business operations.
IV. Fiduciary Duties of Committee Members
A. Duty Runs to All Unsecured Creditors
The most fundamental principle governing Committee membership is that each Committee member, when acting in its capacity as a Committee member, owes fiduciary duties to the entire class of unsecured creditors — not merely to itself or its own claim. This obligation is well-established in the case law interpreting the Bankruptcy Code and has been consistently enforced by bankruptcy courts in the District of Delaware and throughout the Third Circuit.
For Meridian, this means that when participating in Committee deliberations, voting on Committee positions, or otherwise acting in its capacity as a Committee member, Meridian must consider the interests of all unsecured creditors. The estimated $180 million to $220 million unsecured claims pool encompasses a wide range of creditors with diverse interests, including holders of the $215 million in 8.75% Senior Unsecured Notes due 2027, trade vendors of all sizes, landlords with lease rejection claims, litigation claimants, and other parties with contingent or unliquidated obligations. When the Committee considers its position on any matter — whether the DIP financing terms, plan distributions, or estate causes of action — Meridian's representative must consider the impact on this entire constituency, not solely the impact on Meridian's individual recovery.
Committee decisions are generally made by majority vote, and individual members are bound by the Committee's collective decisions in its official capacity. A dissenting Committee member is not free to act in the Committee's name or to represent that the Committee has taken a position different from the one adopted by the majority. A dissenting member may, however, act in its individual capacity through its own counsel, as discussed in Sections VII and VIII below.
B. Duty of Loyalty
Committee members may not use their position on the Committee for personal advantage at the expense of other unsecured creditors. The duty of loyalty requires that Committee members subordinate their individual self-interest to the interests of the constituency they represent when acting in their Committee capacity. This duty is analogous to the fiduciary duty of loyalty owed by corporate directors and officers to stockholders, adapted to the unique context of bankruptcy.
This obligation presents particular challenges for Meridian given its multifaceted position in the Cascadia case. Meridian's individual interests as a trade creditor may at times diverge from the broader interests of the unsecured creditor class. For example:
•  Meridian's critical vendor designation entitles it to receive a $2,500,000 pre-petition payment that other general unsecured creditors will not receive. This preferential treatment, while appropriate from Meridian's individual perspective (as it helps preserve an ongoing supply relationship), may reduce the pool of assets available for distribution to other unsecured creditors.
•  Meridian's § 503(b)(9) administrative expense claim of $1,847,200.00, if allowed, will be paid ahead of general unsecured claims, further reducing the assets available for pro rata distribution to the unsecured class.
•  Meridian's reclamation demand of $3,218,650.00, if honored, would result in the return of goods to Meridian, diminishing the estate's inventory and potentially reducing the value available to other creditors.
Meridian should be transparent about these benefits in Committee discussions and should not use its position on the Committee to seek to expand or protect these benefits in a manner that would be inconsistent with the interests of the broader unsecured creditor class. While the existence of these individual benefits does not disqualify Meridian from Committee membership — trade creditors with critical vendor designations and administrative claims routinely serve on official committees — Meridian must be vigilant about separating its Committee role from its individual advocacy.
C. Duty of Care
Committee members should attend meetings, review materials provided by Committee counsel and the Committee's financial advisor, and participate in deliberations in a reasonably diligent manner. The duty of care does not require Committee members to devote unlimited time and resources to Committee activities, but it does require a level of engagement commensurate with the seriousness and complexity of the case.
Given the size and complexity of the Cascadia case — involving nearly $1.4 billion in funded debt, approximately 347 retail locations, thousands of employees, and hundreds of creditors — Committee activities are likely to be intensive, particularly in the early months of the case when critical issues such as the DIP financing, the debtor's operating budget, and the investigation of pre-petition transactions will demand the Committee's attention.
We recommend that Meridian designate one or two consistent representatives to attend Committee meetings and serve as points of contact for Committee counsel. We specifically recommend that Priya Anand, as General Counsel, serve as the primary Committee representative, and that Douglas Hargrove, as VP of Finance, serve as the alternate representative. Having consistent representatives will ensure continuity, facilitate the development of working relationships with other Committee members and Committee counsel, and help Meridian fulfill its duty of care.
D. Good Faith Obligation
All actions taken by Meridian in its capacity as a Committee member must be in good faith and for the benefit of the unsecured creditor constituency. This obligation permeates all aspects of Committee service and is a baseline standard against which Committee member conduct will be measured.
The good faith obligation provides an important protection as well: Committee members are generally shielded from personal liability for actions taken in good faith within the scope of their Committee duties. This protection is not absolute — a Committee member who acts in bad faith, breaches its fiduciary duties, or engages in self-dealing may face liability — but it provides a meaningful safeguard for members who discharge their duties conscientiously.
Courts have recognized that Committee members are not required to be disinterested or to lack individual claims against the estate. The Bankruptcy Code contemplates that Committee members will have their own financial interests in the case. However, the good faith obligation requires that, when acting in their Committee capacity, members prioritize the collective interest over their individual interest and refrain from taking actions that would benefit themselves at the expense of the broader constituency.
V. Potential Conflicts Between Meridian's Individual Interests and Committee Duties
A. Identifying Conflict Areas
Given Meridian's multifaceted position in the Cascadia case, several specific areas of potential conflict between Meridian's individual interests and its fiduciary obligations as a Committee member are foreseeable. It is important that Meridian's representatives understand these potential conflicts so that they can be managed appropriately.
Critical Vendor Status. Meridian has been designated as a critical vendor under the debtor's critical vendor motion and may receive $2,500,000 in pre-petition claim payments in exchange for its agreement to continue supplying goods to the debtor on customary trade terms. This preferential treatment is available only to those vendors deemed "critical" to the debtor's ongoing operations and is not available to the broader universe of general unsecured creditors. The Committee may scrutinize the critical vendor program as a whole, and may take positions on the scope or terms of the critical vendor program that could affect Meridian's individual entitlement. When the Committee considers the critical vendor motion, Meridian must be mindful that its duty as a Committee member is to evaluate the motion from the perspective of the entire unsecured creditor class, not solely from the perspective of a vendor that stands to benefit from the program.
Post-Petition Trade. Meridian may negotiate individual post-petition trade terms with the debtor, including supply arrangements at approximately $4,800,000 per month, on Net 30 payment terms with a COD (cash on delivery) backstop. Goods shipped by Meridian to the debtor post-petition will give rise to administrative expense claims under 11 U.S.C. § 503(b)(1)(A), which will be entitled to priority payment ahead of general unsecured claims. While post-petition trade is essential to the debtor's operations and benefits the estate as a whole, the administrative expense priority associated with Meridian's ongoing supply relationship effectively increases Meridian's total recovery relative to other unsecured creditors who may not have similar ongoing relationships with the debtor.
Section 503(b)(9) Administrative Priority Claim. Meridian's $1,847,200.00 administrative expense claim under § 503(b)(9) affords Meridian priority over general unsecured claims for the value of goods received by the debtor in the twenty days preceding the petition date. This creates a structural tension because administrative claims dilute the estate's assets available for distribution to general unsecured creditors. The Committee may take positions on the allowance or treatment of § 503(b)(9) claims generally, and Meridian must be prepared for the possibility that the Committee's position may not align with Meridian's individual interest in maximizing the recovery on its administrative claim.
Reclamation Demand. Meridian has served a reclamation demand of $3,218,650.00 under 11 U.S.C. § 546(c). If the reclamation demand is honored, goods would be returned to Meridian at the expense of the estate, reducing the debtor's inventory and potentially reducing the value available for distribution to other creditors. The Committee may oppose or seek to limit reclamation demands if the Committee concludes that preserving the debtor's inventory is in the best interests of the unsecured creditor class as a whole.
Trade Credit Insurance. Meridian's net $4,500,000 insurance recovery from Clearwater Surety & Insurance Co. under Policy No. TCI-2024-00783 significantly reduces Meridian's economic exposure relative to other unsecured creditors who may not have the benefit of similar protections. Additionally, subrogation issues arise because Clearwater Surety, upon paying Meridian's insurance claim, will acquire subrogation rights against the Cascadia estate. The allocation of any estate recovery between Meridian and Clearwater Surety may become a matter of dispute, and the Committee may have views on how subrogated claims should be treated in the distribution waterfall.
Preference Exposure. Meridian received approximately $8,430,000 in payments from Cascadia during the 90-day preference period prior to the petition date. These payments may constitute avoidable preferences under 11 U.S.C. § 547(b), and the Committee, as part of its investigation of estate causes of action, may examine whether to pursue preference claims against its own members, including Meridian. If the Committee determines that preference claims against Meridian should be pursued, a direct and irreconcilable conflict would exist between Meridian's individual interest in defending against the preference claim and the Committee's duty to maximize recoveries for the unsecured creditor class. Meridian's preference defenses — including the ordinary course of business defense under § 547(c)(2), the new value defense under § 547(c)(4), and the contemporaneous exchange defense under § 547(c)(1) — are matters for Meridian's individual counsel and are discussed further in Section VIII below.
B. Managing Conflicts
The existence of potential conflicts does not, standing alone, disqualify Meridian from Committee membership. Creditors with individual interests that may diverge from the interests of the broader constituency routinely serve on official committees, and the Bankruptcy Code contemplates this reality. However, Meridian must manage these conflicts carefully and transparently to protect both its Committee role and its individual interests.
Disclosure. Meridian should disclose all potential conflicts to Committee counsel, Diana Prescott at Garvey & Holbrook LLP, at the outset of the Committee's engagement and on an ongoing basis as new conflicts arise. Full and early disclosure is the best protection against later allegations of self-dealing or breach of fiduciary duty.
Recusal. When the Committee discusses matters that directly affect Meridian's individual interests — such as the critical vendor motion, preference claims against Committee members, the treatment of § 503(b)(9) claims, or reclamation demands — Meridian's representative should consider recusing from the relevant portion of the discussion and abstaining from the related vote. Recusal is a well-accepted practice in Committee proceedings and demonstrates Meridian's commitment to its fiduciary obligations. Committee counsel can provide guidance on when recusal is appropriate or advisable.
Individual Advocacy Through Individual Counsel. Meridian retains the unqualified right to take individual positions on matters before the Court that differ from the Committee's positions. When Meridian advocates for its individual interests, it must do so through its own counsel, Calderwood & Harkness LLP, and must not purport to speak for the Committee or use its Committee position to gain an advantage in individual negotiations. The distinction between acting in one's individual capacity and acting in one's Committee capacity must be rigorously maintained.
Resignation as Last Resort. In the event that an irreconcilable conflict arises between Meridian's individual interests and its obligations as a Committee member — for example, if the Committee decides to aggressively pursue preference claims against Meridian — Meridian may need to resign from the Committee. Resignation is a drastic step that should be considered only as a last resort, as it would result in the loss of the significant strategic benefits associated with Committee membership, including access to confidential information and influence over the plan process. Before taking such a step, Meridian should consult extensively with Calderwood & Harkness LLP and should explore all available alternatives, including recusal from specific matters.
VI. Information-Sharing Limitations
A. Confidential Committee Information
In the course of its activities, the Committee will receive substantial non-public, confidential information from the debtor and its advisors. This information is likely to include, among other things:
•  Detailed business plans, strategic alternatives analyses, and operational forecasts;
•  Financial projections, including revenue, EBITDA, and cash flow projections, and the assumptions underlying those projections;
•  Operating budgets and variance reports;
•  DIP budget compliance data, borrowing base certificates, and covenant compliance reports;
•  Term sheets, proposal letters, and negotiation positions related to plan formulation and potential transactions;
•  Information regarding potential estate causes of action, including the results of the Committee's investigation into the 2019 Pinecrest LBO and related transactions;
•  Valuation analyses prepared by the Committee's financial advisor;
•  Legal analyses prepared by Committee counsel regarding claims, defenses, and litigation strategy; and
•  Other sensitive business, financial, and strategic information that the debtor and the Committee's professionals expect to remain confidential.
This information is provided to the Committee under an expectation of confidentiality. The Committee will typically adopt a confidentiality agreement or protocol — often approved by the Committee as a body — governing the handling, storage, and permissible dissemination of confidential information. Meridian will be expected to execute any such confidentiality agreement and to comply with its terms throughout the duration of Meridian's Committee service.
The confidentiality of Committee information is not merely a contractual obligation. It reflects the practical reality that the debtor, secured lenders, and other parties in interest would be unwilling to share sensitive information with the Committee if they could not rely on the Committee to maintain confidentiality. A breach of confidentiality by a Committee member could undermine the Committee's effectiveness, damage trust between the parties, and expose the breaching member to sanctions, including removal from the Committee.
B. Restriction on Sharing with Briarstone Capital Partners
This subsection addresses a critical point for Ms. Marchetti and all Briarstone Capital Partners personnel. Confidential information received by Meridian in its capacity as a Committee member may not be shared with Briarstone Capital Partners, Briarstone Capital Partners Fund IV, LP, or any other Briarstone affiliate, fund, partner, employee, advisor, or agent without the prior approval of the Committee (typically obtained through Committee counsel, Garvey & Holbrook LLP) or pursuant to a formal information-sharing protocol that has been reviewed and approved by the Committee and, if necessary, the Court.
The rationale for this restriction is straightforward and compelling:
First, Briarstone Capital Partners is a private equity firm with approximately $6.2 billion in assets under management across multiple funds and investment vehicles. Briarstone or its affiliates may hold, acquire, or trade in debt or equity instruments of Cascadia, its affiliates, or other parties in interest in the case. The dissemination of non-public Committee information to Briarstone could give rise to insider trading concerns under the federal securities laws, including Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Even though Cascadia is no longer a publicly traded company, the 8.75% Senior Unsecured Notes due 2027 may be traded in the secondary market, and other Cascadia-related instruments or claims may be subject to trading restrictions.
Second, even if Briarstone does not currently hold any Cascadia-related instruments and has no present intention to trade in such instruments, the information barrier must be maintained because Committee information often includes highly sensitive business strategy data, litigation strategy information, and other confidential materials that the debtor and other parties have disclosed to the Committee in reliance on the confidentiality protections governing Committee proceedings. The unauthorized dissemination of such information to a third party — even the equity sponsor of a Committee member — would breach the trust upon which the Committee process depends.
Third, a breach of the confidentiality restrictions governing Committee information could result in severe consequences for Meridian, including removal from the Committee, sanctions imposed by the Bankruptcy Court, potential liability for damages caused by the breach, and reputational harm to Meridian and its counsel. The Court and other parties in interest would view such a breach as a serious matter warranting immediate remedial action.
Recommended Approach. Meridian should establish an internal information barrier — sometimes referred to as an "ethical wall" or "information wall" — between Meridian personnel who participate in Committee activities and Briarstone Capital Partners personnel. The information barrier should be documented in writing and communicated to all affected individuals. Specific steps to implement the information barrier are set forth in Section VI.D below.
Briarstone Capital Partners should not receive Committee meeting agendas, Committee meeting minutes, analyses or memoranda prepared by Committee counsel or the Committee's financial advisor, or any debtor financial data obtained through the Committee process, unless and until an appropriate information-sharing protocol has been established and approved by the Committee or its counsel. If Briarstone desires access to specific categories of Committee information, Meridian should raise that request with Calderwood & Harkness LLP, which can then explore the possibility of a formal information-sharing protocol with Committee counsel.
C. Distinction Between Committee Information and Individually Obtained Information
It is important to distinguish between information that Meridian receives in its capacity as a Committee member and information that Meridian obtains through its own individual efforts, represented by Calderwood & Harkness LLP.
Information that Meridian obtains through its own individual counsel — such as information received in connection with Meridian's proof of claim, reclamation demand, § 503(b)(9) motion, preference defense, post-petition trade negotiations, or trade credit insurance claim — is not subject to the same Committee-level confidentiality restrictions. Such information is obtained by Meridian in its capacity as an individual creditor, not as a Committee member, and Meridian is free to share it with Briarstone in the ordinary course, consistent with Meridian's own governance obligations and any confidentiality agreements that Meridian may have entered into with the debtor or other parties in connection with its individual matters.
However, the distinction between Committee information and individually obtained information can become blurred in practice. In some cases, Meridian may receive the same piece of information through both Committee and individual channels — for example, the debtor may provide financial projections both to the Committee and to Meridian as a critical vendor. In such circumstances, Meridian should err on the side of caution and treat the information as Committee-confidential unless it is clear, based on the circumstances of its receipt, that the information was obtained independently of the Committee process. When in doubt, Meridian should consult with Calderwood & Harkness LLP before sharing any information with Briarstone or any other third party.
D. Practical Protocols
To implement the information-sharing restrictions described above, Meridian should take the following practical steps:
1.  Designate a Committee Representative. Designate Priya Anand as Meridian's primary Committee representative. Ms. Anand should be fully aware of the information barrier obligations and should be the sole recipient (along with any designated alternate) of Committee-related communications, meeting materials, and confidential information.
2.  Maintain Separate Files. Maintain separate physical and electronic files or folders for all Committee-related materials. These files should be clearly marked as "CONFIDENTIAL — COMMITTEE MATERIALS" and should not be stored in shared drives or repositories accessible to Briarstone Capital Partners personnel.
3.  Restrict Email Forwarding. Do not forward Committee-related emails, documents, analyses, or other materials to Briarstone Capital Partners personnel, including Ms. Marchetti, or to any other person not authorized to receive such materials.
4.  Consult Before Sharing. Before sharing any information with Briarstone or any other third party, consult with Calderwood & Harkness LLP to confirm whether the information is subject to Committee-level confidentiality restrictions or whether it was obtained independently through Meridian's individual counsel relationship.
5.  Document the Information Barrier. Prepare and distribute a written information barrier memorandum to all affected Meridian and Briarstone personnel, describing the restrictions, the rationale, and the consequences of non-compliance. Calderwood & Harkness LLP can assist in preparing this memorandum.
VII. Right to Retain Individual Counsel
A. Distinction Between Committee Counsel and Individual Counsel
As discussed in Sections II.D and III above, Committee counsel — Garvey & Holbrook LLP, led by Diana Prescott — and the Committee's financial advisor — Broadleaf Advisory Group LLC, led by Robert Tanaka — serve the Committee as a whole. They represent the collective interests of the unsecured creditor class and owe their professional duties to the Committee, not to any individual Committee member. They are not Meridian's lawyers. They cannot give legal advice to Meridian. They cannot advocate for Meridian's individual claims or interests.
Meridian retains the absolute right — and indeed, it is strongly advisable — to be represented by its own individual counsel in this Chapter 11 case. Calderwood & Harkness LLP serves as Meridian's individual counsel. The Calderwood & Harkness team for this matter includes Colette Whitman (Partner, Bankruptcy & Restructuring), Nathaniel Bower (Partner, Bankruptcy & Restructuring), Nathan Ikeda (Associate, Bankruptcy & Restructuring), and Gabrielle Moss (Associate, Bankruptcy & Restructuring). Our representation of Meridian is entirely independent of the Committee and its professionals.
There is an important distinction between the fee arrangements applicable to Committee counsel and individual counsel. Committee counsel's fees and expenses are administrative expenses of the Cascadia estate and are paid from estate funds, subject to Court approval under 11 U.S.C. §§ 330 and 331. By contrast, individual counsel fees are Meridian's own expense and are not paid by the estate. While this distinction means that Meridian bears the cost of its own legal representation, it also means that Calderwood & Harkness LLP owes undivided loyalty to Meridian and is free to advocate aggressively for Meridian's individual interests without regard to the positions taken by the Committee.
B. Why Individual Counsel Is Essential
Meridian has significant individual claims and interests in the Cascadia case that are distinct from — and, in some cases, potentially adverse to — the interests of the general unsecured creditor class. These individual interests include:
•  The $14,726,418.37 pre-petition general unsecured trade claim, which must be properly filed, supported, and defended in the claims allowance process;
•  The $1,847,200.00 § 503(b)(9) administrative expense claim, which affords Meridian priority over general unsecured claims and must be prosecuted before the Bankruptcy Court;
•  The $3,218,650.00 reclamation demand, which requires careful factual and legal analysis and may be contested by the debtor or the Committee;
•  Meridian's critical vendor designation, including the $2,500,000 pre-petition payment and the associated post-petition trade commitments, which require individual negotiation with the debtor's counsel;
•  Preference defense exposure of approximately $8,430,000, which requires the development and prosecution of affirmative defenses, including the ordinary course of business defense, the new value defense, and the contemporaneous exchange defense;
•  Coordination with Clearwater Surety & Insurance Co. on the trade credit insurance claim, including management of the subrogation relationship and optimization of Meridian's net recovery; and
•  Meridian's individual position in plan negotiations, which may differ from the Committee's position depending on the proposed treatment of trade claims, administrative claims, and other matters affecting Meridian's recovery.
Committee counsel cannot — and should not be expected to — advocate for any of these Meridian-specific interests. Committee counsel's obligation runs to the entire unsecured creditor class, and its positions on the matters listed above may be adverse to Meridian's individual interests. For example, the Committee may take the position that § 503(b)(9) claims should be subordinated or capped, that critical vendor payments should be limited, or that preference claims against Committee members should be vigorously pursued. In each of these scenarios, Meridian will need its own counsel to protect its interests.
Calderwood & Harkness LLP will continue to prosecute Meridian's individual claims, negotiate post-petition trade terms, defend against preference actions, coordinate with Clearwater Surety & Insurance Co. on the insurance claim, and advise Meridian on all aspects of the case in which Meridian's individual interests are at stake. We will also advise Meridian on its positions in plan negotiations, which may differ from the Committee's positions depending on the plan terms proposed.
C. Coordination Between Individual Counsel and Committee Counsel
While Calderwood & Harkness LLP and Garvey & Holbrook LLP serve different clients and different functions, there will be areas of shared interest where coordination is both appropriate and beneficial. For example, both Meridian and the Committee share an interest in maximizing the overall recovery for unsecured creditors, in scrutinizing the DIP financing terms, in investigating the debtor's pre-petition conduct (including the 2019 Pinecrest LBO), and in ensuring that the debtor is managed responsibly during the Chapter 11 case.
Calderwood & Harkness LLP will coordinate with Garvey & Holbrook LLP on matters of mutual interest, including sharing information and analysis where appropriate and where doing so does not compromise Meridian's individual interests or its Committee-level confidentiality obligations. Where Meridian's individual position aligns with the Committee's position, Meridian may support the Committee's filings in Court by joining in or endorsing those filings. Where Meridian's individual position diverges from the Committee's position, Meridian will file separately through Calderwood & Harkness LLP and will make clear that it is acting in its individual capacity.
To facilitate this coordination, Priya Anand and Douglas Hargrove should keep Calderwood & Harkness LLP informed of all material Committee developments, to the extent permitted by the confidentiality obligations governing Committee information. This may require careful judgment about what information can be shared with individual counsel and what information is restricted. We will work with Meridian's representatives to navigate these issues and will consult with Committee counsel where necessary to clarify the scope of permissible information sharing.
VIII. Individual Actions vs. Committee Actions
A. Actions the Committee Takes Collectively
The Committee acts as a body, and its formal actions are taken collectively. Individual members do not have the authority to act in the Committee's name or to bind the Committee to positions unless authorized by a vote of the Committee. The following categories of actions are taken by the Committee as a collective body:
•  Taking formal positions on motions and other matters before the Court, including the DIP financing motion (with the Final DIP hearing scheduled for November 14, 2025), plan negotiations, sale process oversight, and other contested matters;
•  Conducting and directing the investigation of the debtor's pre-petition conduct, including the 2019 Pinecrest LBO and any potential claims against insiders such as Pinecrest Equity Group, Theodore "Ted" Langford, and members of Cascadia's management team;
•  Retaining and supervising Committee professionals, including Committee counsel and the Committee's financial advisor, and approving fee applications for those professionals;
•  Negotiating plan terms and distribution waterfalls affecting the unsecured creditor class, including the allocation of plan consideration among different categories of unsecured claims;
•  Filing formal objections, responses, or other pleadings on behalf of the Committee in the Bankruptcy Court;
•  Entering into any settlements or compromises in the Committee's name, subject to Court approval; and
•  Performing such other functions as are contemplated by 11 U.S.C. § 1103 and as are delegated to the Committee by the Court or agreed upon by the Committee membership.
Meridian's representatives, when participating in Committee meetings and votes, are acting in their fiduciary capacity and must exercise their judgment in accordance with the principles described in Section IV above. When the Committee adopts a position by majority vote, that position represents the Committee's official stance, and individual dissenting members should not publicly undermine or contradict the Committee's position while purporting to act in a Committee capacity.
B. Actions Meridian May Take Individually
Notwithstanding its Committee membership, Meridian retains the full range of rights available to it as an individual creditor in the Cascadia case. Meridian may take the following actions in its individual capacity, represented by Calderwood & Harkness LLP:
•  Proof of Claim. Filing and prosecuting Meridian's proof of claim in the amount of $14,726,418.37. The estimated general bar date for proofs of claim is January 15, 2026. Calderwood & Harkness LLP will prepare and file the proof of claim, together with all supporting documentation, well in advance of the bar date.
•  Section 503(b)(9) Claim. Pursuing Meridian's $1,847,200.00 administrative expense claim under 11 U.S.C. § 503(b)(9). This claim must be asserted and, if contested, adjudicated through appropriate proceedings before the Bankruptcy Court.
•  Reclamation Demand. Asserting and enforcing Meridian's reclamation demand of $3,218,650.00 under 11 U.S.C. § 546(c). If the debtor fails to honor the demand, Meridian may seek appropriate relief from the Court.
•  Preference Defense. Defending against any preference claims brought by the debtor, the Committee, or a Chapter 11 trustee. Meridian's exposure is approximately $8,430,000 based on payments received during the 90-day pre-petition period. Calderwood & Harkness LLP will assert all applicable defenses, including the ordinary course of business defense under § 547(c)(2), the new value defense under § 547(c)(4), and the contemporaneous exchange defense under § 547(c)(1).
•  Post-Petition Trade Terms. Negotiating individual post-petition trade terms with the debtor, including the approximately $4,800,000 per month supply arrangement at Net 30 with a COD backstop. These negotiations are individual to Meridian and are not within the scope of the Committee's mandate.
•  Trade Credit Insurance. Prosecuting the Clearwater Surety & Insurance Co. trade credit insurance claim under Policy No. TCI-2024-00783, with a net expected recovery of approximately $4,500,000.
•  Individual Court Filings. Filing individual objections, responses, or other pleadings in the Bankruptcy Court on matters affecting Meridian's individual interests, including Meridian's individual response to the critical vendor motion seeking enhanced conditions or protections.
•  Plan Positions. Taking positions on the debtor's plan of reorganization that may differ from the Committee's stance, based on Meridian's individual assessment of the plan's impact on its claims and interests.
C. Navigating the Boundary
The distinction between acting in one's Committee capacity and acting in one's individual capacity is critical, and Meridian must navigate this boundary with care. We offer the following practical guidance:
Consult Before Acting. Before taking any public position in the Cascadia case, whether by filing a pleading, making a statement on the record, or communicating with other parties in interest, Meridian should consult with Calderwood & Harkness LLP to confirm whether the proposed position implicates Meridian's Committee duties. If the position relates to a matter within the Committee's purview, Calderwood & Harkness LLP will advise Meridian on how to proceed in a manner that respects its fiduciary obligations while protecting its individual interests.
Raise Concerns Internally First. Meridian should avoid publicly contradicting the Committee's positions without first raising its concerns within the Committee process. If Meridian disagrees with a proposed Committee position, Meridian's representative should voice that disagreement during Committee deliberations and seek to persuade the other Committee members. Only after the internal Committee process has been exhausted should Meridian consider taking a contrary public position in its individual capacity.
Clarity of Capacity. If Meridian's individual filings are opposed to or inconsistent with Committee positions, the filings should make clear — in their caption, introductory paragraphs, and substance — that Meridian is acting in its individual capacity as a creditor, not as a member of the Official Committee of Unsecured Creditors. Calderwood & Harkness LLP will ensure that all filings on behalf of Meridian clearly identify the capacity in which Meridian is acting and that no confusion arises regarding the Committee's official positions.
IX. Practical Recommendations and Action Items
A. Immediate Steps
Based on the foregoing analysis, we recommend that Meridian take the following immediate steps:
1.  Designate Committee Representatives. Designate Priya Anand as Meridian's primary Committee representative and Douglas Hargrove as the alternate representative. These designations should be communicated to Committee counsel promptly.
2.  Notify Committee Counsel of Individual Counsel Relationship. Notify Committee counsel, Diana Prescott at Garvey & Holbrook LLP, that Meridian is represented individually in this case by Calderwood & Harkness LLP (Colette Whitman, Nathaniel Bower, Nathan Ikeda, Gabrielle Moss). This disclosure is standard practice and ensures that Committee counsel understands the dual representation structure.
3.  Execute Confidentiality Agreement. Execute any confidentiality agreement or confidentiality protocol required by the Committee in connection with the receipt of confidential Committee information. Calderwood & Harkness LLP should review the confidentiality agreement before it is executed to ensure that its terms are reasonable and consistent with Meridian's individual rights.
4.  Establish Information Barrier Protocols. Establish internal information barrier protocols between Meridian personnel who participate in Committee activities and Briarstone Capital Partners personnel. Communicate the restrictions clearly to Elena Marchetti and all other Briarstone team members who may interact with Meridian on matters related to the Cascadia case. Calderwood & Harkness LLP will prepare a formal information barrier memorandum for distribution to all affected individuals.
B. Ongoing Obligations
Throughout the duration of Meridian's service on the Committee, Meridian should observe the following ongoing obligations:
1.  Attend Committee Meetings. Attend all Committee meetings and review all Committee materials — including agendas, minutes, financial analyses, and legal memoranda — in a timely manner. Active and informed participation is essential to fulfilling the duty

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