1006-00002 · Crestline Packaging Solutions LLC · Case Closing

motion-final-decree.docx DOCUMENT Finance & Banking

2 / 35 ← → ✕

UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF OHIO EASTERN DIVISION

¹ The Debtors in these jointly administered Chapter 11 cases, together with the last four digits of each Debtor's federal tax identification number, are as follows: Crestline Packaging Solutions LLC (2094) and CPS Holdings Inc. (1657).

MOTION OF REORGANIZED DEBTORS FOR ENTRY OF FINAL DECREE CLOSING CHAPTER 11 CASES PURSUANT TO 11 U.S.C. § 350(a) AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 3022

Reorganized Crestline Packaging Solutions LLC and Reorganized CPS Holdings Inc. (collectively, the "Reorganized Debtors"), by and through their undersigned counsel, Calderwood & Harkness LLP and Kellner & Hartwick LLP, respectfully file this Motion of Reorganized Debtors for Entry of Final Decree Closing Chapter 11 Cases Pursuant to 11 U.S.C. § 350(a) and Federal Rule of Bankruptcy Procedure 3022 (the "Motion") and respectfully represent as follows:

I. PRELIMINARY STATEMENT

1. The Reorganized Debtors respectfully move this Court for entry of a final decree closing the above-captioned jointly administered Chapter 11 cases pursuant to 11 U.S.C. § 350(a) and Federal Rule of Bankruptcy Procedure 3022. As set forth more fully herein, the Prepackaged Plan of Reorganization (Dkt. 47) (the "Plan") has been substantially consummated, all distributions required under the Plan have been completed, all administrative expense and professional fee claims have been resolved and paid in full, all claims have been reconciled and resolved, and all remaining administrative matters have been concluded. Accordingly, these Chapter 11 cases are fully administered and ripe for closing.

2. Crestline Packaging Solutions LLC ("Crestline" or "CPS"), an Ohio limited liability company headquartered at 4710 Industrial Corridor Drive, Akron, Ohio 44308, and CPS Holdings Inc. ("CPS Holdings"), a Delaware corporation, filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") on June 20, 2022 (the "Petition Date"). The Chapter 11 cases were jointly administered under Case No. 22-51247 by order of this Court entered on June 21, 2022.

3. On September 2, 2022, the Court entered the Order Confirming the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (Dkt. 112) (the "Confirmation Order"), confirming the Plan upon findings that all requirements of Section 1129(a) of the Bankruptcy Code were satisfied.

4. The Effective Date of the Plan (the "Effective Date") occurred on September 30, 2022. On and following the Effective Date, the Reorganized Debtors effectuated all transactions and distributions contemplated by the Plan, assumed operation of the reorganized business, and have since diligently administered the estates to conclusion.

5. As of the date of this Motion, the Plan has been substantially consummated within the meaning of 11 U.S.C. § 1101(2), all distributions required under the Plan have been made, all administrative claims and professional fee claims have been resolved and paid in full, all executory contracts and unexpired leases have been addressed, all claims have been resolved with no disputed, contingent, or unliquidated claims remaining, all required reports have been filed, all quarterly fees due to the United States Trustee have been paid, and no motions, contested matters, or adversary proceedings remain pending. These cases are fully administered, and entry of a final decree closing these cases is appropriate.

II. JURISDICTION AND VENUE

6. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334 and the General Order of Reference entered in this District. This is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2), and this Court may enter a final order consistent with Article III of the United States Constitution.

7. Venue is proper in the Northern District of Ohio, Eastern Division, pursuant to 28 U.S.C. §§ 1408 and 1409, as Crestline's principal place of business and principal assets have been located in this District for the 180 days preceding the Petition Date.

8. The statutory predicates for the relief requested herein are 11 U.S.C. § 350(a), which provides that "[a]fter an estate is fully administered and the court has disposed of all matters properly before it, the court shall close the case," and Federal Rule of Bankruptcy Procedure 3022, which provides that "[a]fter an estate is fully administered in a chapter 11 reorganization case, the court, on its own motion or on motion of a party in interest, shall enter a final decree closing the case."

III. BACKGROUND

A. The Debtors and the Chapter 11 Cases

9. Crestline Packaging Solutions LLC is an Ohio limited liability company (EIN: 31-1782094) engaged in the manufacture, sale, and distribution of high-density polyethylene ("HDPE") drums, intermediate bulk containers ("IBCs"), steel pails, and specialty containment vessels serving customers principally in the chemical, petrochemical, and agricultural sectors throughout the United States. Founded in 1986, Crestline has grown to become one of the leading independent manufacturers of industrial packaging products in the Midwest and Gulf Coast regions.

10. CPS Holdings Inc. is a Delaware corporation (EIN: 82-3491657) and the direct parent and sole equity holder of Crestline. CPS Holdings was formed in 2017 in connection with the leveraged buyout of Crestline by Thornfield Capital Partners LP ("Thornfield"), a private equity firm headquartered in New York, New York. CPS Holdings' registered agent is located at 1209 Orange Street, Wilmington, Delaware 19801, c/o National Corporate Services, Inc.

11. Crestline operates four manufacturing and distribution facilities across three states:

(a) Plant 1 (Headquarters): 4710 Industrial Corridor Drive, Akron, Ohio 44308 — primary manufacturing facility for HDPE drums and IBCs, and location of corporate headquarters and administrative offices;

(b) Plant 2: 2255 Commerce Parkway, Evansville, Indiana 47725 — secondary manufacturing facility for steel pails and HDPE drums;

(c) Plant 3: 8100 River Road, Baton Rouge, Louisiana 70820 — manufacturing facility principally serving Gulf Coast petrochemical customers, specializing in IBCs and specialty containment vessels; and

(d) Plant 4: 1480 State Route 59, Ravenna, Ohio 44266 — extrusion and blow-molding facility for specialty containment products.

12. As of the Petition Date, the Debtors employed approximately 1,420 individuals across the four manufacturing facilities, including approximately 620 hourly production employees at Plant 1, 310 at Plant 2, 280 at Plant 3, and 210 at Plant 4. The Debtors reported fiscal year 2021 revenue of approximately $312.6 million and adjusted EBITDA of approximately $29.1 million on a trailing twelve-month basis as of the quarter ended March 31, 2022.

B. Events Leading to the Filing

13. The Debtors' financial difficulties arose principally from the capital structure put in place in connection with the October 13, 2017 leveraged buyout by Thornfield Capital Partners LP. As of the Petition Date, the Debtors' total funded debt was approximately $247.3 million, consisting of the following obligations:

(a) First Lien Revolving Credit Facility: $32.6 million drawn on a $40.0 million revolving credit facility under that certain First Lien Credit Agreement, dated as of October 13, 2017 (as amended, the "First Lien Credit Agreement"), among Crestline, as borrower, CPS Holdings, as guarantor, and Ridgeline National Bank, N.A. ("Ridgeline"), as administrative agent and collateral agent, and the lenders party thereto from time to time;

(b) First Lien Term Loan: $158.7 million outstanding under a first lien term loan facility under the First Lien Credit Agreement; and

(c) Second Lien Notes: $56.0 million in aggregate principal amount outstanding under the 9.75% Senior Secured Second Lien Notes due 2024 (CUSIP: 22761TAA3) (the "Second Lien Notes"), issued pursuant to that certain Indenture, dated as of October 13, 2017 (the "Second Lien Notes Indenture"), between CPS Holdings, as issuer, Crestline, as guarantor, and Continental Fiduciary Trust Company ("Continental Fiduciary"), as indenture trustee.

14. The combined weight of the leveraged capital structure, together with margin pressure from rising resin input costs, supply chain disruptions, and the loss of two significant customer contracts in the second half of fiscal year 2021, resulted in a sustained deterioration in the Debtors' financial performance. In the first quarter of fiscal year 2022, the Debtors breached the maximum total leverage ratio financial covenant set forth in Section 7.11 of the First Lien Credit Agreement. The covenant required maintenance of a maximum total leverage ratio of 5.75x (Total Net Debt to TTM EBITDA). The Debtors' actual total leverage ratio for the quarter ended March 31, 2022 was approximately 8.50x, calculated as Total Net Debt of $247.3 million divided by trailing twelve-month EBITDA of $29.1 million, resulting in a covenant violation by a significant margin.

15. On April 22, 2022, Ridgeline National Bank, N.A., in its capacity as administrative agent under the First Lien Credit Agreement, delivered a Notice of Default to the Debtors pursuant to Section 8.01 of the First Lien Credit Agreement. The delivery of the Notice of Default triggered cross-default provisions under the Second Lien Notes Indenture, placing both tranches of the Debtors' funded debt into simultaneous default.

16. Following extensive negotiations among the Debtors, their prepetition lenders, and their respective advisors, a Forbearance Agreement was executed on May 18, 2022, pursuant to which the first lien lenders agreed to forbear from exercising remedies for an initial period of 45 days, subsequently extended to July 15, 2022, to provide the Debtors with a window within which to negotiate and document a consensual restructuring.

C. The Restructuring Support Agreement

17. On July 8, 2022, following approximately seven weeks of intensive, arm's-length negotiations, the Debtors, Thornfield Capital Partners LP, the Ad Hoc Group of First Lien Lenders (represented by Hargrove, Mitchell & Saunders LLP), and the Ad Hoc Group of Second Lien Noteholders (represented by Pemberton & Locke LLP) executed the Restructuring Support Agreement (the "RSA"). The RSA set forth, among other things, the principal economic terms of a prepackaged plan of reorganization, a milestone schedule providing for the filing of Chapter 11 petitions on or before June 20, 2022, confirmation of the Plan on or before September 15, 2022, and occurrence of the Effective Date on or before October 15, 2022. The RSA was supported by holders of approximately 82% in principal amount of the first lien debt and approximately 71% in principal amount of the Second Lien Notes.

D. Case Administration Timeline

18. The following is a summary of the key events and milestones in the administration of these Chapter 11 cases:

E. The Plan and Confirmation

19. The Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (Dkt. 47) was confirmed by the Confirmation Order (Dkt. 112) entered on September 2, 2022. The Court found and concluded that all requirements of 11 U.S.C. § 1129(a) were satisfied, including, without limitation, that the Plan was proposed in good faith, that the Plan complied with the applicable provisions of the Bankruptcy Code, that the Plan was in the best interests of creditors, and that each impaired class had accepted the Plan by the requisite majorities.

20. All impaired classes of claims and interests voted to accept the Plan by the requisite majorities under 11 U.S.C. § 1126(c) and (d), as follows:

21. Pinnacle Claims Administration LLC ("Pinnacle") served as the Court-approved claims and noticing agent in these Chapter 11 cases and tabulated all votes in connection with the Plan. Pinnacle certified the voting results in its Voting Report filed with the Court on August 15, 2022, confirming that each impaired class had accepted the Plan by the requisite statutory majorities.

22. The Effective Date of the Plan occurred on September 30, 2022, upon satisfaction of all conditions precedent to the occurrence thereof as set forth in the Plan.

IV. THE PLAN HAS BEEN SUBSTANTIALLY CONSUMMATED

A. Legal Standard

23. Section 350(a) of the Bankruptcy Code provides that "[a]fter an estate is fully administered and the court has disposed of all matters properly before it, the court shall close the case." 11 U.S.C. § 350(a). Federal Rule of Bankruptcy Procedure 3022 similarly provides that "[a]fter an estate is fully administered in a chapter 11 reorganization case, the court, on its own motion or on motion of a party in interest, shall enter a final decree closing the case." Fed. R. Bankr. P. 3022.

24. "Substantial consummation" is defined in Section 1101(2) of the Bankruptcy Code as:

(A) transfer of all or substantially all of the property proposed by the plan to be transferred;

(B) assumption by the debtor or by the successor to the debtor under the plan of the business or of the management of all or substantially all of the property dealt with by the plan; and

11 U.S.C. § 1101(2).

25. Courts routinely consider the following factors, derived from the advisory committee notes to former Bankruptcy Rule 3022 and related case law, in determining whether a Chapter 11 case is fully administered and ripe for closing: (i) whether the order confirming the plan has become final; (ii) whether deposits required by the plan have been distributed; (iii) whether the property proposed by the plan to be transferred has been transferred; (iv) whether the debtor or its successor has assumed the business or the management of the property dealt with by the plan; (v) whether payments under the plan have commenced; (vi) whether all motions, contested matters, and adversary proceedings have been finally resolved; (vii) whether all administrative claims and professional fee claims have been resolved and paid; (viii) whether all required reports have been filed; and (ix) whether all fees payable to the United States Trustee have been paid. See, e.g., In re Conseco, Inc., 349 B.R. 84, 90 (Bankr. N.D. Ill. 2006); In re Lowenschuss, 171 F.3d 673, 680 (9th Cir. 1999); In re DPH Holdings Corp., No. 05-44481 (Bankr. S.D.N.Y. 2011).

26. As set forth below, each of the foregoing factors is satisfied in these Chapter 11 cases.

B. Satisfaction of Substantial Consummation Requirements

1. Transfer of Property.

27. On the Effective Date, all transfers of property contemplated by the Plan were effectuated in full, including the following:

(a) Reorganized Equity to First Lien Secured Claimants. Ninety-two percent (92%) of the equity membership interests in reorganized Crestline Packaging Solutions LLC were issued and distributed pro rata to holders of allowed Class 2 First Lien Secured Claims in partial satisfaction of their claims, as provided by the Plan.

(b) Reorganized Equity and Warrants to Second Lien Secured Claimants. Eight percent (8%) of the equity membership interests in reorganized Crestline Packaging Solutions LLC were issued and distributed pro rata to holders of allowed Class 3 Second Lien Secured Claims, together with warrants entitling such holders to acquire up to an additional five percent (5%) of the reorganized equity at a strike price based on the plan equity value, as provided by the Plan.

(c) Management Incentive Plan. A management incentive plan ("MIP") pool equal to ten percent (10%) of the reorganized equity was reserved for issuance to management of the Reorganized Debtors post-Effective Date, diluting all classes of reorganized equity holders pro rata, as contemplated by the Plan and the Plan Supplement.

(d) New First Lien Take-Back Term Loan. The new First Lien Take-Back Term Loan Credit Agreement (the "Take-Back Term Loan") in the original principal amount of $12.5 million was executed effective as of September 30, 2022, among reorganized Crestline Packaging Solutions LLC, as borrower, Ridgeline National Bank, N.A., as administrative agent, and the lenders party thereto. The Take-Back Term Loan bears interest at a rate of SOFR plus 550 basis points, subject to a 1.00% SOFR floor, matures on August 31, 2028, and amortizes at a rate of 1.00% per annum ($31,250 per quarter). The Take-Back Term Loan was issued to holders of allowed Class 2 First Lien Secured Claims as a component of the recovery on their claims under the Plan.

(e) Cancellation of Existing Equity. All existing equity interests of Thornfield Capital Partners LP in CPS Holdings Inc. (Class 6 — Existing Equity Interests) were cancelled and extinguished on the Effective Date without any distribution to the holders thereof, as provided by the Plan.

28. Accordingly, all transfers of property proposed by the Plan to be transferred have been completed in full, satisfying the requirement of 11 U.S.C. § 1101(2)(A).

2. Assumption of Business Operations.

29. On and following the Effective Date, reorganized Crestline Packaging Solutions LLC assumed full management and operation of the business at all four manufacturing facilities. Amended and restated organizational documents for reorganized Crestline, including its Amended and Restated Limited Liability Company Agreement, were filed and became effective on or about the Effective Date. A new board of directors/managers for reorganized Crestline was appointed in accordance with the Plan Supplement, consisting of five members, including two independent directors. Reorganized CPS Holdings Inc. continues to exist as the parent holding company of reorganized Crestline.

30. The Reorganized Debtors have operated the business in the ordinary course since the Effective Date without interruption. All four manufacturing facilities remain fully operational, and the Reorganized Debtors have maintained their customer relationships, vendor relationships, and employee base through and following the reorganization.

31. Accordingly, the requirement of 11 U.S.C. § 1101(2)(B) — assumption by the successor to the debtor of the business and management of all or substantially all of the property dealt with by the Plan — has been satisfied.

3. Commencement and Completion of Distributions.

32. All distributions under the Plan have been made in full. Specifically:

(a) Class 1 — Other Priority Claims. All allowed Other Priority Claims were paid in full in cash on the Effective Date or as soon as practicable thereafter, resulting in a 100% recovery for holders of allowed Class 1 claims.

(b) Class 2 — First Lien Secured Claims ($191.3 million). Holders of allowed Class 2 First Lien Secured Claims received their pro rata share of (i) 92% of the reorganized equity in Crestline and (ii) the $12.5 million new First Lien Take-Back Term Loan. All such distributions were completed on the Effective Date or within the time periods specified by the Plan.

(c) Class 3 — Second Lien Secured Claims ($59.9 million, including $3.9 million in accrued and unpaid interest). Holders of allowed Class 3 Second Lien Secured Claims received their pro rata share of (i) 8% of the reorganized equity in Crestline and (ii) warrants for an additional 5% of reorganized equity at the plan equity value strike price. All such distributions were completed on the Effective Date or within the time periods specified by the Plan.

(d) Class 4 — General Unsecured Claims ($14.8 million). Holders of allowed Class 4 General Unsecured Claims received their pro rata share of a $1.5 million cash pool, representing an approximate 10.1% recovery on the aggregate amount of allowed Class 4 claims. All such distributions were completed in accordance with the Plan.

(e) Class 5 — Intercompany Claims. Intercompany claims were either reinstated or cancelled in the discretion of the Reorganized Debtors, as provided by the Plan.

(f) Class 6 — Existing Equity Interests. All existing equity interests in CPS Holdings Inc. (held by Thornfield Capital Partners LP) were cancelled and extinguished without any distribution, as provided by the Plan.

33. No distributions remain outstanding under the Plan. Accordingly, the requirement of 11 U.S.C. § 1101(2)(C) — commencement of distribution under the plan — has been satisfied, and indeed all distributions have been completed.

V. ALL ADMINISTRATIVE CLAIMS AND PROFESSIONAL FEES HAVE BEEN RESOLVED AND PAID

A. Professional Fee Claims

34. All applications for allowance and payment of compensation and reimbursement of expenses of professionals retained by the Debtors' estates in these Chapter 11 cases have been filed, noticed, heard, and resolved by final order of this Court. All allowed professional fee claims have been paid in full. The following is a summary of the final allowed professional fees and expenses in these cases:

35. Calderwood & Harkness LLP served as lead restructuring counsel to the Debtors and Reorganized Debtors throughout these Chapter 11 cases. Key professionals included Colette Whitman (Responsible Partner, billed at $1,575 per hour), Nathaniel Bower (Billing Partner, billed at $1,475 per hour), Gabrielle Moss (Lead Associate, billed at $895 per hour), and Amy Chesterton (Associate, billed at $725 per hour). Calderwood & Harkness LLP received a prepetition retainer of $500,000 on June 10, 2022, which was credited against the firm's final fee award.

36. Kellner & Hartwick LLP served as local co-counsel to the Debtors and Reorganized Debtors in the Northern District of Ohio, with Bruce Tatelman serving as lead partner.

37. Aldersgate Advisory Group LLC served as financial advisor to the Debtors and Reorganized Debtors, with Priya Narayanan, Managing Director, serving as the lead advisor. Aldersgate's compensation consisted of monthly advisory fees of approximately $175,000 per month for the approximately three-month duration of the engagement, together with a completion fee of $3,500,000, payable upon the Effective Date.

38. Pinnacle Claims Administration LLC served as the Court-appointed claims and noticing agent, responsible for, among other things, maintaining the claims register, processing proofs of claim, tabulating Plan votes, and mailing notices required under the Bankruptcy Code and Federal Rules of Bankruptcy Procedure.

39. Dralvecen Reyes Linley CPAs LLP & Associates LLP served as tax and accounting advisor to the Debtors and Reorganized Debtors, with Catherine Holtz, Partner, serving as the lead professional on the engagement.

40. All such professional fees and expenses have been paid in full, and no outstanding professional fee claims or applications remain pending.

B. U.S. Trustee Fees

41. All quarterly fees due to the United States Trustee for Region 9, Office of the United States Trustee, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Cleveland, Ohio 44114, pursuant to 28 U.S.C. § 1930(a)(6) have been calculated and paid in full through the final reporting period. The Reorganized Debtors are current on all such obligations and have provided confirmation of payment to the Office of the United States Trustee.

C. Administrative Expense Claims

42. All administrative expense claims allowed under 11 U.S.C. § 503 have been resolved and paid in full, including, without limitation, the following:

(a) DIP Facility Obligations. The $30.0 million senior secured superpriority revolving DIP credit facility with Ridgeline National Bank, N.A. as DIP agent (the "DIP Facility"), including the $450,000 commitment fee and $600,000 closing fee, was repaid in full on the Effective Date from Plan proceeds. No amounts remain outstanding under the DIP Facility.

(b) Ordinary Course Administrative Claims. All ordinary course administrative expense claims arising during the post-petition period, including trade payables, employee wages and benefits, utility obligations, and tax obligations, have been paid in full in the ordinary course of business.

(c) Critical Vendor Payments. All critical vendor payments authorized by the Court in the amount of up to $6.8 million have been made in accordance with the First Day Order.

43. No administrative expense claims remain unpaid or unresolved.

VI. ALL EXECUTORY CONTRACTS AND UNEXPIRED LEASES HAVE BEEN ADDRESSED

44. All executory contracts and unexpired leases have been assumed or rejected in accordance with the Plan and the Plan Supplement, and all cure amounts associated with assumed contracts have been paid in full. Specifically:

(a) Resin Supply Agreement. The Resin Supply Agreement with Northstar Polymers Inc. (Houston, Texas), dated March 1, 2019, was assumed under the Plan. This agreement is a critical supply contract for HDPE resin feedstock used in the Debtors' drum and IBC manufacturing operations. No cure amounts were owing with respect to this contract.

(b) Equipment Lease — Plant 4. The Equipment Lease with Meridian Industrial Leasing Corp. (the master lease for extrusion and blow-molding equipment at Plant 4, with a monthly lease payment of $87,500) was assumed under the Plan. No cure amounts were owing with respect to this lease, and all post-petition lease payments have been made in the ordinary course.

(c) Warehouse Lease — Akron. The Warehouse Lease for the facility located at 900 Darrow Road, Akron, Ohio 44305, with Benchmark Real Estate Holdings LLC (monthly rent of $42,000, lease term expiring December 31, 2025) was assumed under the Plan. The cure amount with respect to this lease — $126,000, representing three months of prepetition arrears — was paid in full on or about the Effective Date, and all subsequent monthly lease payments have been made in the ordinary course.

45. All contracts and leases designated for rejection under the Plan have been rejected, and any resulting rejection damage claims have been resolved, either through allowance and distribution under the Plan (as Class 4 General Unsecured Claims) or through disallowance by order of this Court. No unresolved cure or rejection damage claims remain.

VII. ALL CLAIMS HAVE BEEN RESOLVED

46. The general claims bar date in these Chapter 11 cases passed without extension. All proofs of claim filed in these cases have been reviewed, reconciled, and either allowed, disallowed, or otherwise resolved by agreement of the parties or by order of this Court.

47. The claims register maintained by Pinnacle Claims Administration LLC reflects no outstanding disputed, contingent, or unliquidated claims. All objections to proofs of claim have been resolved, and no claim objections remain pending before this Court.

48. All distributions on account of allowed claims have been completed as described in Section IV.B.3, above. No reserve established under the Plan for disputed claims remains in existence, as all disputed claims have been resolved and all reserves have been distributed or returned.

VIII. ALL REQUIRED REPORTS HAVE BEEN FILED

49. The Reorganized Debtors have filed all post-confirmation reports and operating reports required by the Office of the United States Trustee and this Court, including all Monthly Operating Reports and Post-Confirmation Reports for all periods from the Petition Date through the date of this Motion.

50. All federal, state, and local tax returns and related filings required by the Bankruptcy Code and applicable non-bankruptcy law have been filed or are being handled by Dralvecen Reyes Linley CPAs LLP & Associates LLP. The Reorganized Debtors have adopted fresh-start accounting as of the Effective Date in accordance with Accounting Standards Codification Topic 852, Reorganizations ("ASC 852"), and all financial statements have been prepared on a fresh-start basis as of September 30, 2022.

IX. D&O TAIL INSURANCE

51. Consistent with the requirements of the Plan and the Confirmation Order, the Reorganized Debtors have purchased and maintain in full force and effect a directors' and officers' liability tail insurance policy (the "D&O Tail Policy") issued by Apex Indemnity Insurance Company. The D&O Tail Policy provides an aggregate limit of $15.0 million in coverage for claims arising from pre-Effective Date acts or omissions of the Debtors' prepetition directors and officers. The tail premium of $1.2 million was paid in full on the Effective Date, and the D&O Tail Policy remains in effect for the applicable tail period as specified therein.

X. NO PENDING MOTIONS, CONTESTED MATTERS, OR ADVERSARY PROCEEDINGS

52. No motions, contested matters, or adversary proceedings remain pending in these Chapter 11 cases. All matters brought before this Court during the pendency of these cases have been finally adjudicated and resolved.

53. The Confirmation Order (Dkt. 112) is a final, non-appealable order. The time for filing any appeal of the Confirmation Order has long since expired. No party in interest has filed a notice of appeal, a motion for reconsideration, or any other challenge to the Confirmation Order.

XI. RETENTION OF JURISDICTION

54. The Plan and the Confirmation Order provide that this Court shall retain jurisdiction over certain matters following the closing of these Chapter 11 cases, including but not limited to: (a) the enforcement and interpretation of the terms and provisions of the Plan, the Confirmation Order, and all documents and agreements entered into in connection therewith; (b) the resolution of any disputes arising under or related to the Plan; (c) the enforcement of the release, exculpation, and injunction provisions set forth in Article IX of the Plan and incorporated in the Confirmation Order; and (d) such other matters as may be provided for in the Plan and the Confirmation Order.

55. Closing of these Chapter 11 cases shall not impair or otherwise limit this Court's ability to reopen the cases if necessary pursuant to 11 U.S.C. § 350(b). The closing of these cases is without prejudice to the rights of any party in interest to seek to reopen the cases for cause in accordance with applicable law.

XII. RELIEF REQUESTED

56. Based on the foregoing, the Reorganized Debtors respectfully request that this Court enter the proposed Final Decree and Order Closing Chapter 11 Cases, attached hereto as Exhibit A (the "Proposed Final Decree"), providing for the following relief:

(a) Closing the Chapter 11 cases of Crestline Packaging Solutions LLC (Case No. 22-51247) and CPS Holdings Inc. (Case No. 22-51248), jointly administered under Case No. 22-51247;

(b) Terminating the duties and responsibilities of Pinnacle Claims Administration LLC as claims and noticing agent in these Chapter 11 cases;

(c) Discharging the Reorganized Debtors from any further reporting obligations to the United States Trustee for Region 9, other than as may be required by applicable non-bankruptcy law; and

(d) Providing that this Court shall retain jurisdiction over such matters as are set forth in the Plan and the Confirmation Order, including the authority to reopen these cases if necessary pursuant to 11 U.S.C. § 350(b).

XIII. NOTICE

57. Notice of this Motion and the proposed Final Decree has been provided to the following parties:

(a) The Office of the United States Trustee for the Northern District of Ohio, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Cleveland, Ohio 44114;

(b) Ridgeline National Bank, N.A., in its capacities as administrative agent and collateral agent under the First Lien Credit Agreement and as DIP agent under the DIP Facility, 200 Public Square, Cleveland, Ohio 44114;

(c) Continental Fiduciary Trust Company, in its capacity as indenture trustee under the Second Lien Notes Indenture, 101 Barclay Street, New York, New York 10286;

(d) Hargrove, Mitchell & Saunders LLP, counsel to the Ad Hoc Group of First Lien Lenders, 51 West 52nd Street, New York, New York 10019 (Attn: Victoria Kline, Esq.);

(e) Pemberton & Locke LLP, counsel to the Ad Hoc Group of Second Lien Noteholders, 1 Liberty Plaza, New York, New York 10006 (Attn: Raymond Delvecchio, Esq.);

(f) All parties who have filed requests for notice pursuant to Federal Rule of Bankruptcy Procedure 2002; and

(g) All other parties in interest appearing on the master service list maintained by Pinnacle Claims Administration LLC in these Chapter 11 cases.

58. The Reorganized Debtors respectfully submit that no further notice of this Motion is required or necessary under the circumstances.

XIV. CONCLUSION AND PRAYER FOR RELIEF

WHEREFORE, the Reorganized Debtors respectfully request that this Court:

(i) enter the proposed Final Decree and Order Closing Chapter 11 Cases substantially in the form attached hereto as Exhibit A, closing the above-captioned Chapter 11 cases of Crestline Packaging Solutions LLC (Case No. 22-51247) and CPS Holdings Inc. (Case No. 22-51248), jointly administered under Case No. 22-51247; and

(ii) grant such other and further relief as this Court deems just and proper.

Dated: August 14, 2023

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Colette Whitman (OH Bar No. 0087451) Nathaniel Bower (OH Bar No. 0091823) Gabrielle Moss (OH Bar No. 0098317)

30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

127 Public Square, Suite 4100 Cleveland, Ohio 44114 Telephone: (216) 479-8500 Facsimile: (216) 479-8780

Counsel to the Reorganized Debtors

KELLNER & HARTWICK LLP

By: ________

Bruce Tatelman (OH Bar No. 0063294)

600 Superior Avenue East, Suite 1800 Cleveland, Ohio 44114 Telephone: (216) 861-7000 Facsimile: (216) 861-7777

Local Co-Counsel to the Reorganized Debtors

EXHIBIT A

PROPOSED FINAL DECREE AND ORDER CLOSING CHAPTER 11 CASES

UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF OHIO EASTERN DIVISION

FINAL DECREE AND ORDER CLOSING CHAPTER 11 CASES

The Court having considered the Motion of Reorganized Debtors for Entry of Final Decree Closing Chapter 11 Cases Pursuant to 11 U.S.C. § 350(a) and Federal Rule of Bankruptcy Procedure 3022 (Dkt. _) (the "Motion") filed by Reorganized Crestline Packaging Solutions LLC and Reorganized CPS Holdings Inc. (collectively, the "Reorganized Debtors"); and the Court having reviewed the Motion and all supporting papers filed in connection therewith; and the Court having found that (a) due and proper notice of the Motion has been given to all parties entitled to receive such notice in accordance with the Federal Rules of Bankruptcy Procedure, the Local Rules of this Court, and applicable orders of this Court, and that no further notice is necessary or required; (b) no objections to the Motion have been filed or, to the extent any objections were filed, such objections have been withdrawn, resolved, or overruled on the record; and (c) the relief requested in the Motion is appropriate and warranted under 11 U.S.C. § 350(a) and Federal Rule of Bankruptcy Procedure 3022; and the Court having considered the record in these Chapter 11 cases and being otherwise fully advised in the premises;

THE COURT HEREBY FINDS AND DETERMINES THAT:

A. The Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (Dkt. 47) (the "Plan") was confirmed by the Confirmation Order (Dkt. 112), entered on September 2, 2022, upon findings that all requirements of 11 U.S.C. § 1129(a) were satisfied.

B. The Effective Date of the Plan occurred on September 30, 2022, upon satisfaction of all conditions precedent to the occurrence thereof as set forth in the Plan.

C. The Plan has been substantially consummated within the meaning of 11 U.S.C. § 1101(2), in that (i) all property proposed by the Plan to be transferred has been transferred; (ii) the Reorganized Debtors have assumed the business and management of all property dealt with by the Plan; and (iii) all distributions under the Plan have commenced and been completed.

D. All distributions required under the Plan to holders of allowed claims in Classes 1 through 5 have been made in full, and all existing equity interests in Class 6 have been cancelled, in each case as provided by the Plan.

E. All administrative expense claims and professional fee claims allowed under 11 U.S.C. §§ 503 and 330 have been resolved and paid in full.

F. All executory contracts and unexpired leases have been assumed or rejected in accordance with the Plan and the Plan Supplement, and all cure amounts associated with assumed contracts and leases have been paid in full.

G. All claims filed in these Chapter 11 cases have been reviewed, reconciled, and resolved. No disputed, contingent, or unliquidated claims remain outstanding. No objections to proofs of claim remain pending.

H. All post-confirmation reports, operating reports, tax returns, and other filings required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of this Court, and the Office of the United States Trustee have been filed.

I. All quarterly fees due to the United States Trustee for Region 9 pursuant to 28 U.S.C. § 1930(a)(6) have been paid in full through the final reporting period.

J. No motions, contested matters, or adversary proceedings remain pending in these Chapter 11 cases.

K. These estates are fully administered within the meaning of 11 U.S.C. § 350(a) and Federal Rule of Bankruptcy Procedure 3022, and the entry of a final decree closing these Chapter 11 cases is appropriate.

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

1. The Motion is GRANTED in its entirety.

2. The Chapter 11 cases of Crestline Packaging Solutions LLC (Case No. 22-51247) and CPS Holdings Inc. (Case No. 22-51248), jointly administered under Case No. 22-51247, are hereby CLOSED.

3. Pinnacle Claims Administration LLC is hereby discharged from all of its duties and responsibilities as claims and noticing agent in these Chapter 11 cases, effective upon entry of this Final Decree.

4. The Reorganized Debtors are hereby discharged from any further reporting obligations to the United States Trustee for Region 9, including the obligation to file Monthly Operating Reports and Post-Confirmation Reports, except as otherwise required by applicable non-bankruptcy law.

5. Notwithstanding the closing of these Chapter 11 cases, this Court retains jurisdiction as provided in Article IX of the Plan and the Confirmation Order (Dkt. 112), including, without limitation, jurisdiction to:

(a) enforce and interpret the terms and provisions of the Plan, this Final Decree, and the Confirmation Order, and all documents and agreements entered into in connection therewith;

(b) resolve any disputes arising under or related to the Plan, the Confirmation Order, or this Final Decree;

(c) enforce the release, exculpation, and injunction provisions of the Plan, as incorporated in the Confirmation Order; and

(d) reopen these Chapter 11 cases if necessary for cause pursuant to 11 U.S.C. § 350(b) upon motion of any party in interest and in accordance with applicable law.

6. This Final Decree shall be entered as Dkt. 189.

SO ORDERED.

Dated: August 31, 2023

________________________________________

United States Bankruptcy Judge United States Bankruptcy Court for the Northern District of Ohio Eastern Division

CERTIFICATE OF SERVICE

I, Gabrielle Moss, an attorney at Calderwood & Harkness LLP, hereby certify that on August 14, 2023, I caused a true and correct copy of the foregoing Motion of Reorganized Debtors for Entry of Final Decree Closing Chapter 11 Cases Pursuant to 11 U.S.C. § 350(a) and Federal Rule of Bankruptcy Procedure 3022, together with the proposed Final Decree and Order Closing Chapter 11 Cases attached thereto as Exhibit A, to be served by electronic filing via the Court's CM/ECF system upon all registered users and, where applicable, by first-class mail, postage prepaid, upon the following parties:

1. Office of the United States Trustee for the Northern District of Ohio

Howard M. Metzenbaum U.S. Courthouse 201 Superior Avenue Cleveland, Ohio 44114

2. Ridgeline National Bank, N.A.

(Administrative Agent, Collateral Agent, and DIP Agent) 200 Public Square Cleveland, Ohio 44114

3. Continental Fiduciary Trust Company

(Indenture Trustee, Second Lien Notes) 101 Barclay Street New York, New York 10286

4. Hargrove, Mitchell & Saunders LLP

(Counsel to the Ad Hoc Group of First Lien Lenders) 51 West 52nd Street New York, New York 10019

Attn: Victoria Kline, Esq.

5. Pemberton & Locke LLP

(Counsel to the Ad Hoc Group of Second Lien Noteholders) 1 Liberty Plaza New York, New York 10006

Attn: Raymond Delvecchio, Esq.

6. All parties who have filed requests for notice pursuant to Federal Rule of Bankruptcy Procedure 2002 in these Chapter 11 cases.

7. All other parties in interest appearing on the master service list maintained by Pinnacle Claims Administration LLC in these Chapter 11 cases.

________________________________________

Gabrielle Moss (OH Bar No. 0098317) CALDERWOOD & HARKNESS LLP 127 Public Square, Suite 4100 Cleveland, Ohio 44114 Telephone: (216) 479-8500 Facsimile: (216) 479-8780

Counsel to the Reorganized Debtors

In re:

(Jointly Administered)

CRESTLINE PACKAGING SOLUTIONS LLC, et al.,¹

Chapter 11

UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF OHIO EASTERN DIVISION
¹ The Debtors in these jointly administered Chapter 11 cases, together with the last four digits of each Debtor's federal tax identification number, are as follows: Crestline Packaging Solutions LLC (2094) and CPS Holdings Inc. (1657).
MOTION OF REORGANIZED DEBTORS FOR ENTRY OF FINAL DECREE CLOSING CHAPTER 11 CASES PURSUANT TO 11 U.S.C. § 350(a) AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 3022
Reorganized Crestline Packaging Solutions LLC and Reorganized CPS Holdings Inc. (collectively, the "Reorganized Debtors"), by and through their undersigned counsel, Calderwood & Harkness LLP and Kellner & Hartwick LLP, respectfully file this Motion of Reorganized Debtors for Entry of Final Decree Closing Chapter 11 Cases Pursuant to 11 U.S.C. § 350(a) and Federal Rule of Bankruptcy Procedure 3022 (the "Motion") and respectfully represent as follows:
I. PRELIMINARY STATEMENT
1. The Reorganized Debtors respectfully move this Court for entry of a final decree closing the above-captioned jointly administered Chapter 11 cases pursuant to 11 U.S.C. § 350(a) and Federal Rule of Bankruptcy Procedure 3022. As set forth more fully herein, the Prepackaged Plan of Reorganization (Dkt. 47) (the "Plan") has been substantially consummated, all distributions required under the Plan have been completed, all administrative expense and professional fee claims have been resolved and paid in full, all claims have been reconciled and resolved, and all remaining administrative matters have been concluded. Accordingly, these Chapter 11 cases are fully administered and ripe for closing.
2. Crestline Packaging Solutions LLC ("Crestline" or "CPS"), an Ohio limited liability company headquartered at 4710 Industrial Corridor Drive, Akron, Ohio 44308, and CPS Holdings Inc. ("CPS Holdings"), a Delaware corporation, filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") on June 20, 2022 (the "Petition Date"). The Chapter 11 cases were jointly administered under Case No. 22-51247 by order of this Court entered on June 21, 2022.
3. On September 2, 2022, the Court entered the Order Confirming the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (Dkt. 112) (the "Confirmation Order"), confirming the Plan upon findings that all requirements of Section 1129(a) of the Bankruptcy Code were satisfied.
4. The Effective Date of the Plan (the "Effective Date") occurred on September 30, 2022. On and following the Effective Date, the Reorganized Debtors effectuated all transactions and distributions contemplated by the Plan, assumed operation of the reorganized business, and have since diligently administered the estates to conclusion.
5. As of the date of this Motion, the Plan has been substantially consummated within the meaning of 11 U.S.C. § 1101(2), all distributions required under the Plan have been made, all administrative claims and professional fee claims have been resolved and paid in full, all executory contracts and unexpired leases have been addressed, all claims have been resolved with no disputed, contingent, or unliquidated claims remaining, all required reports have been filed, all quarterly fees due to the United States Trustee have been paid, and no motions, contested matters, or adversary proceedings remain pending. These cases are fully administered, and entry of a final decree closing these cases is appropriate.
II. JURISDICTION AND VENUE
6. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334 and the General Order of Reference entered in this District. This is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2), and this Court may enter a final order consistent with Article III of the United States Constitution.
7. Venue is proper in the Northern District of Ohio, Eastern Division, pursuant to 28 U.S.C. §§ 1408 and 1409, as Crestline's principal place of business and principal assets have been located in this District for the 180 days preceding the Petition Date.
8. The statutory predicates for the relief requested herein are 11 U.S.C. § 350(a), which provides that "[a]fter an estate is fully administered and the court has disposed of all matters properly before it, the court shall close the case," and Federal Rule of Bankruptcy Procedure 3022, which provides that "[a]fter an estate is fully administered in a chapter 11 reorganization case, the court, on its own motion or on motion of a party in interest, shall enter a final decree closing the case."
III. BACKGROUND
A. The Debtors and the Chapter 11 Cases
9. Crestline Packaging Solutions LLC is an Ohio limited liability company (EIN: 31-1782094) engaged in the manufacture, sale, and distribution of high-density polyethylene ("HDPE") drums, intermediate bulk containers ("IBCs"), steel pails, and specialty containment vessels serving customers principally in the chemical, petrochemical, and agricultural sectors throughout the United States. Founded in 1986, Crestline has grown to become one of the leading independent manufacturers of industrial packaging products in the Midwest and Gulf Coast regions.
10. CPS Holdings Inc. is a Delaware corporation (EIN: 82-3491657) and the direct parent and sole equity holder of Crestline. CPS Holdings was formed in 2017 in connection with the leveraged buyout of Crestline by Thornfield Capital Partners LP ("Thornfield"), a private equity firm headquartered in New York, New York. CPS Holdings' registered agent is located at 1209 Orange Street, Wilmington, Delaware 19801, c/o National Corporate Services, Inc.
11. Crestline operates four manufacturing and distribution facilities across three states:
(a) Plant 1 (Headquarters): 4710 Industrial Corridor Drive, Akron, Ohio 44308 — primary manufacturing facility for HDPE drums and IBCs, and location of corporate headquarters and administrative offices;
(b) Plant 2: 2255 Commerce Parkway, Evansville, Indiana 47725 — secondary manufacturing facility for steel pails and HDPE drums;
(c) Plant 3: 8100 River Road, Baton Rouge, Louisiana 70820 — manufacturing facility principally serving Gulf Coast petrochemical customers, specializing in IBCs and specialty containment vessels; and
(d) Plant 4: 1480 State Route 59, Ravenna, Ohio 44266 — extrusion and blow-molding facility for specialty containment products.
12. As of the Petition Date, the Debtors employed approximately 1,420 individuals across the four manufacturing facilities, including approximately 620 hourly production employees at Plant 1, 310 at Plant 2, 280 at Plant 3, and 210 at Plant 4. The Debtors reported fiscal year 2021 revenue of approximately $312.6 million and adjusted EBITDA of approximately $29.1 million on a trailing twelve-month basis as of the quarter ended March 31, 2022.
B. Events Leading to the Filing
13. The Debtors' financial difficulties arose principally from the capital structure put in place in connection with the October 13, 2017 leveraged buyout by Thornfield Capital Partners LP. As of the Petition Date, the Debtors' total funded debt was approximately $247.3 million, consisting of the following obligations:
(a) First Lien Revolving Credit Facility: $32.6 million drawn on a $40.0 million revolving credit facility under that certain First Lien Credit Agreement, dated as of October 13, 2017 (as amended, the "First Lien Credit Agreement"), among Crestline, as borrower, CPS Holdings, as guarantor, and Ridgeline National Bank, N.A. ("Ridgeline"), as administrative agent and collateral agent, and the lenders party thereto from time to time;
(b) First Lien Term Loan: $158.7 million outstanding under a first lien term loan facility under the First Lien Credit Agreement; and
(c) Second Lien Notes: $56.0 million in aggregate principal amount outstanding under the 9.75% Senior Secured Second Lien Notes due 2024 (CUSIP: 22761TAA3) (the "Second Lien Notes"), issued pursuant to that certain Indenture, dated as of October 13, 2017 (the "Second Lien Notes Indenture"), between CPS Holdings, as issuer, Crestline, as guarantor, and Continental Fiduciary Trust Company ("Continental Fiduciary"), as indenture trustee.
14. The combined weight of the leveraged capital structure, together with margin pressure from rising resin input costs, supply chain disruptions, and the loss of two significant customer contracts in the second half of fiscal year 2021, resulted in a sustained deterioration in the Debtors' financial performance. In the first quarter of fiscal year 2022, the Debtors breached the maximum total leverage ratio financial covenant set forth in Section 7.11 of the First Lien Credit Agreement. The covenant required maintenance of a maximum total leverage ratio of 5.75x (Total Net Debt to TTM EBITDA). The Debtors' actual total leverage ratio for the quarter ended March 31, 2022 was approximately 8.50x, calculated as Total Net Debt of $247.3 million divided by trailing twelve-month EBITDA of $29.1 million, resulting in a covenant violation by a significant margin.
15. On April 22, 2022, Ridgeline National Bank, N.A., in its capacity as administrative agent under the First Lien Credit Agreement, delivered a Notice of Default to the Debtors pursuant to Section 8.01 of the First Lien Credit Agreement. The delivery of the Notice of Default triggered cross-default provisions under the Second Lien Notes Indenture, placing both tranches of the Debtors' funded debt into simultaneous default.
16. Following extensive negotiations among the Debtors, their prepetition lenders, and their respective advisors, a Forbearance Agreement was executed on May 18, 2022, pursuant to which the first lien lenders agreed to forbear from exercising remedies for an initial period of 45 days, subsequently extended to July 15, 2022, to provide the Debtors with a window within which to negotiate and document a consensual restructuring.
C. The Restructuring Support Agreement
17. On July 8, 2022, following approximately seven weeks of intensive, arm's-length negotiations, the Debtors, Thornfield Capital Partners LP, the Ad Hoc Group of First Lien Lenders (represented by Hargrove, Mitchell & Saunders LLP), and the Ad Hoc Group of Second Lien Noteholders (represented by Pemberton & Locke LLP) executed the Restructuring Support Agreement (the "RSA"). The RSA set forth, among other things, the principal economic terms of a prepackaged plan of reorganization, a milestone schedule providing for the filing of Chapter 11 petitions on or before June 20, 2022, confirmation of the Plan on or before September 15, 2022, and occurrence of the Effective Date on or before October 15, 2022. The RSA was supported by holders of approximately 82% in principal amount of the first lien debt and approximately 71% in principal amount of the Second Lien Notes.
D. Case Administration Timeline
18. The following is a summary of the key events and milestones in the administration of these Chapter 11 cases:
E. The Plan and Confirmation
19. The Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (Dkt. 47) was confirmed by the Confirmation Order (Dkt. 112) entered on September 2, 2022. The Court found and concluded that all requirements of 11 U.S.C. § 1129(a) were satisfied, including, without limitation, that the Plan was proposed in good faith, that the Plan complied with the applicable provisions of the Bankruptcy Code, that the Plan was in the best interests of creditors, and that each impaired class had accepted the Plan by the requisite majorities.
20. All impaired classes of claims and interests voted to accept the Plan by the requisite majorities under 11 U.S.C. § 1126(c) and (d), as follows:
21. Pinnacle Claims Administration LLC ("Pinnacle") served as the Court-approved claims and noticing agent in these Chapter 11 cases and tabulated all votes in connection with the Plan. Pinnacle certified the voting results in its Voting Report filed with the Court on August 15, 2022, confirming that each impaired class had accepted the Plan by the requisite statutory majorities.
22. The Effective Date of the Plan occurred on September 30, 2022, upon satisfaction of all conditions precedent to the occurrence thereof as set forth in the Plan.
IV. THE PLAN HAS BEEN SUBSTANTIALLY CONSUMMATED
A. Legal Standard
23. Section 350(a) of the Bankruptcy Code provides that "[a]fter an estate is fully administered and the court has disposed of all matters properly before it, the court shall close the case." 11 U.S.C. § 350(a). Federal Rule of Bankruptcy Procedure 3022 similarly provides that "[a]fter an estate is fully administered in a chapter 11 reorganization case, the court, on its own motion or on motion of a party in interest, shall enter a final decree closing the case." Fed. R. Bankr. P. 3022.
24. "Substantial consummation" is defined in Section 1101(2) of the Bankruptcy Code as:
(A) transfer of all or substantially all of the property proposed by the plan to be transferred;
(B) assumption by the debtor or by the successor to the debtor under the plan of the business or of the management of all or substantially all of the property dealt with by the plan; and
(C) commencement of distribution under the plan.
11 U.S.C. § 1101(2).
25. Courts routinely consider the following factors, derived from the advisory committee notes to former Bankruptcy Rule 3022 and related case law, in determining whether a Chapter 11 case is fully administered and ripe for closing: (i) whether the order confirming the plan has become final; (ii) whether deposits required by the plan have been distributed; (iii) whether the property proposed by the plan to be transferred has been transferred; (iv) whether the debtor or its successor has assumed the business or the management of the property dealt with by the plan; (v) whether payments under the plan have commenced; (vi) whether all motions, contested matters, and adversary proceedings have been finally resolved; (vii) whether all administrative claims and professional fee claims have been resolved and paid; (viii) whether all required reports have been filed; and (ix) whether all fees payable to the United States Trustee have been paid. See, e.g., In re Conseco, Inc., 349 B.R. 84, 90 (Bankr. N.D. Ill. 2006); In re Lowenschuss, 171 F.3d 673, 680 (9th Cir. 1999); In re DPH Holdings Corp., No. 05-44481 (Bankr. S.D.N.Y. 2011).
26. As set forth below, each of the foregoing factors is satisfied in these Chapter 11 cases.
B. Satisfaction of Substantial Consummation Requirements
1. Transfer of Property.
27. On the Effective Date, all transfers of property contemplated by the Plan were effectuated in full, including the following:
(a) Reorganized Equity to First Lien Secured Claimants. Ninety-two percent (92%) of the equity membership interests in reorganized Crestline Packaging Solutions LLC were issued and distributed pro rata to holders of allowed Class 2 First Lien Secured Claims in partial satisfaction of their claims, as provided by the Plan.
(b) Reorganized Equity and Warrants to Second Lien Secured Claimants. Eight percent (8%) of the equity membership interests in reorganized Crestline Packaging Solutions LLC were issued and distributed pro rata to holders of allowed Class 3 Second Lien Secured Claims, together with warrants entitling such holders to acquire up to an additional five percent (5%) of the reorganized equity at a strike price based on the plan equity value, as provided by the Plan.
(c) Management Incentive Plan. A management incentive plan ("MIP") pool equal to ten percent (10%) of the reorganized equity was reserved for issuance to management of the Reorganized Debtors post-Effective Date, diluting all classes of reorganized equity holders pro rata, as contemplated by the Plan and the Plan Supplement.
(d) New First Lien Take-Back Term Loan. The new First Lien Take-Back Term Loan Credit Agreement (the "Take-Back Term Loan") in the original principal amount of $12.5 million was executed effective as of September 30, 2022, among reorganized Crestline Packaging Solutions LLC, as borrower, Ridgeline National Bank, N.A., as administrative agent, and the lenders party thereto. The Take-Back Term Loan bears interest at a rate of SOFR plus 550 basis points, subject to a 1.00% SOFR floor, matures on August 31, 2028, and amortizes at a rate of 1.00% per annum ($31,250 per quarter). The Take-Back Term Loan was issued to holders of allowed Class 2 First Lien Secured Claims as a component of the recovery on their claims under the Plan.
(e) Cancellation of Existing Equity. All existing equity interests of Thornfield Capital Partners LP in CPS Holdings Inc. (Class 6 — Existing Equity Interests) were cancelled and extinguished on the Effective Date without any distribution to the holders thereof, as provided by the Plan.
28. Accordingly, all transfers of property proposed by the Plan to be transferred have been completed in full, satisfying the requirement of 11 U.S.C. § 1101(2)(A).
2. Assumption of Business Operations.
29. On and following the Effective Date, reorganized Crestline Packaging Solutions LLC assumed full management and operation of the business at all four manufacturing facilities. Amended and restated organizational documents for reorganized Crestline, including its Amended and Restated Limited Liability Company Agreement, were filed and became effective on or about the Effective Date. A new board of directors/managers for reorganized Crestline was appointed in accordance with the Plan Supplement, consisting of five members, including two independent directors. Reorganized CPS Holdings Inc. continues to exist as the parent holding company of reorganized Crestline.
30. The Reorganized Debtors have operated the business in the ordinary course since the Effective Date without interruption. All four manufacturing facilities remain fully operational, and the Reorganized Debtors have maintained their customer relationships, vendor relationships, and employee base through and following the reorganization.
31. Accordingly, the requirement of 11 U.S.C. § 1101(2)(B) — assumption by the successor to the debtor of the business and management of all or substantially all of the property dealt with by the Plan — has been satisfied.
3. Commencement and Completion of Distributions.
32. All distributions under the Plan have been made in full. Specifically:
(a) Class 1 — Other Priority Claims. All allowed Other Priority Claims were paid in full in cash on the Effective Date or as soon as practicable thereafter, resulting in a 100% recovery for holders of allowed Class 1 claims.
(b) Class 2 — First Lien Secured Claims ($191.3 million). Holders of allowed Class 2 First Lien Secured Claims received their pro rata share of (i) 92% of the reorganized equity in Crestline and (ii) the $12.5 million new First Lien Take-Back Term Loan. All such distributions were completed on the Effective Date or within the time periods specified by the Plan.
(c) Class 3 — Second Lien Secured Claims ($59.9 million, including $3.9 million in accrued and unpaid interest). Holders of allowed Class 3 Second Lien Secured Claims received their pro rata share of (i) 8% of the reorganized equity in Crestline and (ii) warrants for an additional 5% of reorganized equity at the plan equity value strike price. All such distributions were completed on the Effective Date or within the time periods specified by the Plan.
(d) Class 4 — General Unsecured Claims ($14.8 million). Holders of allowed Class 4 General Unsecured Claims received their pro rata share of a $1.5 million cash pool, representing an approximate 10.1% recovery on the aggregate amount of allowed Class 4 claims. All such distributions were completed in accordance with the Plan.
(e) Class 5 — Intercompany Claims. Intercompany claims were either reinstated or cancelled in the discretion of the Reorganized Debtors, as provided by the Plan.
(f) Class 6 — Existing Equity Interests. All existing equity interests in CPS Holdings Inc. (held by Thornfield Capital Partners LP) were cancelled and extinguished without any distribution, as provided by the Plan.
33. No distributions remain outstanding under the Plan. Accordingly, the requirement of 11 U.S.C. § 1101(2)(C) — commencement of distribution under the plan — has been satisfied, and indeed all distributions have been completed.
V. ALL ADMINISTRATIVE CLAIMS AND PROFESSIONAL FEES HAVE BEEN RESOLVED AND PAID
A. Professional Fee Claims
34. All applications for allowance and payment of compensation and reimbursement of expenses of professionals retained by the Debtors' estates in these Chapter 11 cases have been filed, noticed, heard, and resolved by final order of this Court. All allowed professional fee claims have been paid in full. The following is a summary of the final allowed professional fees and expenses in these cases:
35. Calderwood & Harkness LLP served as lead restructuring counsel to the Debtors and Reorganized Debtors throughout these Chapter 11 cases. Key professionals included Colette Whitman (Responsible Partner, billed at $1,575 per hour), Nathaniel Bower (Billing Partner, billed at $1,475 per hour), Gabrielle Moss (Lead Associate, billed at $895 per hour), and Amy Chesterton (Associate, billed at $725 per hour). Calderwood & Harkness LLP received a prepetition retainer of $500,000 on June 10, 2022, which was credited against the firm's final fee award.
36. Kellner & Hartwick LLP served as local co-counsel to the Debtors and Reorganized Debtors in the Northern District of Ohio, with Bruce Tatelman serving as lead partner.
37. Aldersgate Advisory Group LLC served as financial advisor to the Debtors and Reorganized Debtors, with Priya Narayanan, Managing Director, serving as the lead advisor. Aldersgate's compensation consisted of monthly advisory fees of approximately $175,000 per month for the approximately three-month duration of the engagement, together with a completion fee of $3,500,000, payable upon the Effective Date.
38. Pinnacle Claims Administration LLC served as the Court-appointed claims and noticing agent, responsible for, among other things, maintaining the claims register, processing proofs of claim, tabulating Plan votes, and mailing notices required under the Bankruptcy Code and Federal Rules of Bankruptcy Procedure.
39. Dralvecen Reyes Linley CPAs LLP & Associates LLP served as tax and accounting advisor to the Debtors and Reorganized Debtors, with Catherine Holtz, Partner, serving as the lead professional on the engagement.
40. All such professional fees and expenses have been paid in full, and no outstanding professional fee claims or applications remain pending.
B. U.S. Trustee Fees
41. All quarterly fees due to the United States Trustee for Region 9, Office of the United States Trustee, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Cleveland, Ohio 44114, pursuant to 28 U.S.C. § 1930(a)(6) have been calculated and paid in full through the final reporting period. The Reorganized Debtors are current on all such obligations and have provided confirmation of payment to the Office of the United States Trustee.
C. Administrative Expense Claims
42. All administrative expense claims allowed under 11 U.S.C. § 503 have been resolved and paid in full, including, without limitation, the following:
(a) DIP Facility Obligations. The $30.0 million senior secured superpriority revolving DIP credit facility with Ridgeline National Bank, N.A. as DIP agent (the "DIP Facility"), including the $450,000 commitment fee and $600,000 closing fee, was repaid in full on the Effective Date from Plan proceeds. No amounts remain outstanding under the DIP Facility.
(b) Ordinary Course Administrative Claims. All ordinary course administrative expense claims arising during the post-petition period, including trade payables, employee wages and benefits, utility obligations, and tax obligations, have been paid in full in the ordinary course of business.
(c) Critical Vendor Payments. All critical vendor payments authorized by the Court in the amount of up to $6.8 million have been made in accordance with the First Day Order.
43. No administrative expense claims remain unpaid or unresolved.
VI. ALL EXECUTORY CONTRACTS AND UNEXPIRED LEASES HAVE BEEN ADDRESSED
44. All executory contracts and unexpired leases have been assumed or rejected in accordance with the Plan and the Plan Supplement, and all cure amounts associated with assumed contracts have been paid in full. Specifically:
(a) Resin Supply Agreement. The Resin Supply Agreement with Northstar Polymers Inc. (Houston, Texas), dated March 1, 2019, was assumed under the Plan. This agreement is a critical supply contract for HDPE resin feedstock used in the Debtors' drum and IBC manufacturing operations. No cure amounts were owing with respect to this contract.
(b) Equipment Lease — Plant 4. The Equipment Lease with Meridian Industrial Leasing Corp. (the master lease for extrusion and blow-molding equipment at Plant 4, with a monthly lease payment of $87,500) was assumed under the Plan. No cure amounts were owing with respect to this lease, and all post-petition lease payments have been made in the ordinary course.
(c) Warehouse Lease — Akron. The Warehouse Lease for the facility located at 900 Darrow Road, Akron, Ohio 44305, with Benchmark Real Estate Holdings LLC (monthly rent of $42,000, lease term expiring December 31, 2025) was assumed under the Plan. The cure amount with respect to this lease — $126,000, representing three months of prepetition arrears — was paid in full on or about the Effective Date, and all subsequent monthly lease payments have been made in the ordinary course.
45. All contracts and leases designated for rejection under the Plan have been rejected, and any resulting rejection damage claims have been resolved, either through allowance and distribution under the Plan (as Class 4 General Unsecured Claims) or through disallowance by order of this Court. No unresolved cure or rejection damage claims remain.
VII. ALL CLAIMS HAVE BEEN RESOLVED
46. The general claims bar date in these Chapter 11 cases passed without extension. All proofs of claim filed in these cases have been reviewed, reconciled, and either allowed, disallowed, or otherwise resolved by agreement of the parties or by order of this Court.
47. The claims register maintained by Pinnacle Claims Administration LLC reflects no outstanding disputed, contingent, or unliquidated claims. All objections to proofs of claim have been resolved, and no claim objections remain pending before this Court.
48. All distributions on account of allowed claims have been completed as described in Section IV.B.3, above. No reserve established under the Plan for disputed claims remains in existence, as all disputed claims have been resolved and all reserves have been distributed or returned.
VIII. ALL REQUIRED REPORTS HAVE BEEN FILED
49. The Reorganized Debtors have filed all post-confirmation reports and operating reports required by the Office of the United States Trustee and this Court, including all Monthly Operating Reports and Post-Confirmation Reports for all periods from the Petition Date through the date of this Motion.
50. All federal, state, and local tax returns and related filings required by the Bankruptcy Code and applicable non-bankruptcy law have been filed or are being handled by Dralvecen Reyes Linley CPAs LLP & Associates LLP. The Reorganized Debtors have adopted fresh-start accounting as of the Effective Date in accordance with Accounting Standards Codification Topic 852, Reorganizations ("ASC 852"), and all financial statements have been prepared on a fresh-start basis as of September 30, 2022.
IX. D&O TAIL INSURANCE
51. Consistent with the requirements of the Plan and the Confirmation Order, the Reorganized Debtors have purchased and maintain in full force and effect a directors' and officers' liability tail insurance policy (the "D&O Tail Policy") issued by Apex Indemnity Insurance Company. The D&O Tail Policy provides an aggregate limit of $15.0 million in coverage for claims arising from pre-Effective Date acts or omissions of the Debtors' prepetition directors and officers. The tail premium of $1.2 million was paid in full on the Effective Date, and the D&O Tail Policy remains in effect for the applicable tail period as specified therein.
X. NO PENDING MOTIONS, CONTESTED MATTERS, OR ADVERSARY PROCEEDINGS
52. No motions, contested matters, or adversary proceedings remain pending in these Chapter 11 cases. All matters brought before this Court during the pendency of these cases have been finally adjudicated and resolved.
53. The Confirmation Order (Dkt. 112) is a final, non-appealable order. The time for filing any appeal of the Confirmation Order has long since expired. No party in interest has filed a notice of appeal, a motion for reconsideration, or any other challenge to the Confirmation Order.
XI. RETENTION OF JURISDICTION
54. The Plan and the Confirmation Order provide that this Court shall retain jurisdiction over certain matters following the closing of these Chapter 11 cases, including but not limited to: (a) the enforcement and interpretation of the terms and provisions of the Plan, the Confirmation Order, and all documents and agreements entered into in connection therewith; (b) the resolution of any disputes arising under or related to the Plan; (c) the enforcement of the release, exculpation, and injunction provisions set forth in Article IX of the Plan and incorporated in the Confirmation Order; and (d) such other matters as may be provided for in the Plan and the Confirmation Order.
55. Closing of these Chapter 11 cases shall not impair or otherwise limit this Court's ability to reopen the cases if necessary pursuant to 11 U.S.C. § 350(b). The closing of these cases is without prejudice to the rights of any party in interest to seek to reopen the cases for cause in accordance with applicable law.
XII. RELIEF REQUESTED
56. Based on the foregoing, the Reorganized Debtors respectfully request that this Court enter the proposed Final Decree and Order Closing Chapter 11 Cases, attached hereto as Exhibit A (the "Proposed Final Decree"), providing for the following relief:
(a) Closing the Chapter 11 cases of Crestline Packaging Solutions LLC (Case No. 22-51247) and CPS Holdings Inc. (Case No. 22-51248), jointly administered under Case No. 22-51247;
(b) Terminating the duties and responsibilities of Pinnacle Claims Administration LLC as claims and noticing agent in these Chapter 11 cases;
(c) Discharging the Reorganized Debtors from any further reporting obligations to the United States Trustee for Region 9, other than as may be required by applicable non-bankruptcy law; and
(d) Providing that this Court shall retain jurisdiction over such matters as are set forth in the Plan and the Confirmation Order, including the authority to reopen these cases if necessary pursuant to 11 U.S.C. § 350(b).
XIII. NOTICE
57. Notice of this Motion and the proposed Final Decree has been provided to the following parties:
(a) The Office of the United States Trustee for the Northern District of Ohio, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Cleveland, Ohio 44114;
(b) Ridgeline National Bank, N.A., in its capacities as administrative agent and collateral agent under the First Lien Credit Agreement and as DIP agent under the DIP Facility, 200 Public Square, Cleveland, Ohio 44114;
(c) Continental Fiduciary Trust Company, in its capacity as indenture trustee under the Second Lien Notes Indenture, 101 Barclay Street, New York, New York 10286;
(d) Hargrove, Mitchell & Saunders LLP, counsel to the Ad Hoc Group of First Lien Lenders, 51 West 52nd Street, New York, New York 10019 (Attn: Victoria Kline, Esq.);
(e) Pemberton & Locke LLP, counsel to the Ad Hoc Group of Second Lien Noteholders, 1 Liberty Plaza, New York, New York 10006 (Attn: Raymond Delvecchio, Esq.);
(f) All parties who have filed requests for notice pursuant to Federal Rule of Bankruptcy Procedure 2002; and
(g) All other parties in interest appearing on the master service list maintained by Pinnacle Claims Administration LLC in these Chapter 11 cases.
58. The Reorganized Debtors respectfully submit that no further notice of this Motion is required or necessary under the circumstances.
XIV. CONCLUSION AND PRAYER FOR RELIEF
WHEREFORE, the Reorganized Debtors respectfully request that this Court:
(i) enter the proposed Final Decree and Order Closing Chapter 11 Cases substantially in the form attached hereto as Exhibit A, closing the above-captioned Chapter 11 cases of Crestline Packaging Solutions LLC (Case No. 22-51247) and CPS Holdings Inc. (Case No. 22-51248), jointly administered under Case No. 22-51247; and
(ii) grant such other and further relief as this Court deems just and proper.
Dated: August 14, 2023
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Colette Whitman (OH Bar No. 0087451) Nathaniel Bower (OH Bar No. 0091823) Gabrielle Moss (OH Bar No. 0098317)
30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
127 Public Square, Suite 4100 Cleveland, Ohio 44114 Telephone: (216) 479-8500 Facsimile: (216) 479-8780
Counsel to the Reorganized Debtors
KELLNER & HARTWICK LLP
By: ________
Bruce Tatelman (OH Bar No. 0063294)
600 Superior Avenue East, Suite 1800 Cleveland, Ohio 44114 Telephone: (216) 861-7000 Facsimile: (216) 861-7777
Local Co-Counsel to the Reorganized Debtors
EXHIBIT A
PROPOSED FINAL DECREE AND ORDER CLOSING CHAPTER 11 CASES
UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF OHIO EASTERN DIVISION
¹ The Debtors in these jointly administered Chapter 11 cases, together with the last four digits of each Debtor's federal tax identification number, are as follows: Crestline Packaging Solutions LLC (2094) and CPS Holdings Inc. (1657).
FINAL DECREE AND ORDER CLOSING CHAPTER 11 CASES
The Court having considered the Motion of Reorganized Debtors for Entry of Final Decree Closing Chapter 11 Cases Pursuant to 11 U.S.C. § 350(a) and Federal Rule of Bankruptcy Procedure 3022 (Dkt. _) (the "Motion") filed by Reorganized Crestline Packaging Solutions LLC and Reorganized CPS Holdings Inc. (collectively, the "Reorganized Debtors"); and the Court having reviewed the Motion and all supporting papers filed in connection therewith; and the Court having found that (a) due and proper notice of the Motion has been given to all parties entitled to receive such notice in accordance with the Federal Rules of Bankruptcy Procedure, the Local Rules of this Court, and applicable orders of this Court, and that no further notice is necessary or required; (b) no objections to the Motion have been filed or, to the extent any objections were filed, such objections have been withdrawn, resolved, or overruled on the record; and (c) the relief requested in the Motion is appropriate and warranted under 11 U.S.C. § 350(a) and Federal Rule of Bankruptcy Procedure 3022; and the Court having considered the record in these Chapter 11 cases and being otherwise fully advised in the premises;
THE COURT HEREBY FINDS AND DETERMINES THAT:
A. The Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (Dkt. 47) (the "Plan") was confirmed by the Confirmation Order (Dkt. 112), entered on September 2, 2022, upon findings that all requirements of 11 U.S.C. § 1129(a) were satisfied.
B. The Effective Date of the Plan occurred on September 30, 2022, upon satisfaction of all conditions precedent to the occurrence thereof as set forth in the Plan.
C. The Plan has been substantially consummated within the meaning of 11 U.S.C. § 1101(2), in that (i) all property proposed by the Plan to be transferred has been transferred; (ii) the Reorganized Debtors have assumed the business and management of all property dealt with by the Plan; and (iii) all distributions under the Plan have commenced and been completed.
D. All distributions required under the Plan to holders of allowed claims in Classes 1 through 5 have been made in full, and all existing equity interests in Class 6 have been cancelled, in each case as provided by the Plan.
E. All administrative expense claims and professional fee claims allowed under 11 U.S.C. §§ 503 and 330 have been resolved and paid in full.
F. All executory contracts and unexpired leases have been assumed or rejected in accordance with the Plan and the Plan Supplement, and all cure amounts associated with assumed contracts and leases have been paid in full.
G. All claims filed in these Chapter 11 cases have been reviewed, reconciled, and resolved. No disputed, contingent, or unliquidated claims remain outstanding. No objections to proofs of claim remain pending.
H. All post-confirmation reports, operating reports, tax returns, and other filings required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of this Court, and the Office of the United States Trustee have been filed.
I. All quarterly fees due to the United States Trustee for Region 9 pursuant to 28 U.S.C. § 1930(a)(6) have been paid in full through the final reporting period.
J. No motions, contested matters, or adversary proceedings remain pending in these Chapter 11 cases.
K. These estates are fully administered within the meaning of 11 U.S.C. § 350(a) and Federal Rule of Bankruptcy Procedure 3022, and the entry of a final decree closing these Chapter 11 cases is appropriate.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:
1. The Motion is GRANTED in its entirety.
2. The Chapter 11 cases of Crestline Packaging Solutions LLC (Case No. 22-51247) and CPS Holdings Inc. (Case No. 22-51248), jointly administered under Case No. 22-51247, are hereby CLOSED.
3. Pinnacle Claims Administration LLC is hereby discharged from all of its duties and responsibilities as claims and noticing agent in these Chapter 11 cases, effective upon entry of this Final Decree.
4. The Reorganized Debtors are hereby discharged from any further reporting obligations to the United States Trustee for Region 9, including the obligation to file Monthly Operating Reports and Post-Confirmation Reports, except as otherwise required by applicable non-bankruptcy law.
5. Notwithstanding the closing of these Chapter 11 cases, this Court retains jurisdiction as provided in Article IX of the Plan and the Confirmation Order (Dkt. 112), including, without limitation, jurisdiction to:
(a) enforce and interpret the terms and provisions of the Plan, this Final Decree, and the Confirmation Order, and all documents and agreements entered into in connection therewith;
(b) resolve any disputes arising under or related to the Plan, the Confirmation Order, or this Final Decree;
(c) enforce the release, exculpation, and injunction provisions of the Plan, as incorporated in the Confirmation Order; and
(d) reopen these Chapter 11 cases if necessary for cause pursuant to 11 U.S.C. § 350(b) upon motion of any party in interest and in accordance with applicable law.
6. This Final Decree shall be entered as Dkt. 189.
SO ORDERED.
Dated: August 31, 2023
________________________________________
United States Bankruptcy Judge United States Bankruptcy Court for the Northern District of Ohio Eastern Division
CERTIFICATE OF SERVICE
I, Gabrielle Moss, an attorney at Calderwood & Harkness LLP, hereby certify that on August 14, 2023, I caused a true and correct copy of the foregoing Motion of Reorganized Debtors for Entry of Final Decree Closing Chapter 11 Cases Pursuant to 11 U.S.C. § 350(a) and Federal Rule of Bankruptcy Procedure 3022, together with the proposed Final Decree and Order Closing Chapter 11 Cases attached thereto as Exhibit A, to be served by electronic filing via the Court's CM/ECF system upon all registered users and, where applicable, by first-class mail, postage prepaid, upon the following parties:
1. Office of the United States Trustee for the Northern District of Ohio
Howard M. Metzenbaum U.S. Courthouse 201 Superior Avenue Cleveland, Ohio 44114
2. Ridgeline National Bank, N.A.
(Administrative Agent, Collateral Agent, and DIP Agent) 200 Public Square Cleveland, Ohio 44114
3. Continental Fiduciary Trust Company
(Indenture Trustee, Second Lien Notes) 101 Barclay Street New York, New York 10286
4. Hargrove, Mitchell & Saunders LLP
(Counsel to the Ad Hoc Group of First Lien Lenders) 51 West 52nd Street New York, New York 10019
Attn: Victoria Kline, Esq.
5. Pemberton & Locke LLP
(Counsel to the Ad Hoc Group of Second Lien Noteholders) 1 Liberty Plaza New York, New York 10006
Attn: Raymond Delvecchio, Esq.
6. All parties who have filed requests for notice pursuant to Federal Rule of Bankruptcy Procedure 2002 in these Chapter 11 cases.
7. All other parties in interest appearing on the master service list maintained by Pinnacle Claims Administration LLC in these Chapter 11 cases.
________________________________________
Gabrielle Moss (OH Bar No. 0098317) CALDERWOOD & HARKNESS LLP 127 Public Square, Suite 4100 Cleveland, Ohio 44114 Telephone: (216) 479-8500 Facsimile: (216) 479-8780
Counsel to the Reorganized Debtors
In re: | Case No.: 22-51247
(Jointly Administered)
CRESTLINE PACKAGING SOLUTIONS LLC, et al.,¹
Chapter 11
Debtors.
Date | Event
June 20, 2022 | Voluntary Chapter 11 petitions filed (Petition Date)
June 21, 2022 | First Day Motions heard and approved, including authorization of critical vendor payments of up to $6.8 million; cases ordered jointly administered
June 24, 2022 | Interim DIP Order entered, authorizing a $30.0 million senior secured superpriority revolving DIP credit facility (the "DIP Facility") with Ridgeline National Bank, N.A. as DIP agent
July 8, 2022 | RSA executed
July 18, 2022 | Final DIP Order entered (Dkt. 39)
July 19, 2022 | Post-petition vote tabulation and solicitation confirmation commenced
August 3, 2022 | Voting deadline
August 10, 2022 | Disclosure Statement hearing; Disclosure Statement (Dkt. 48) approved
August 29, 2022 | Plan Confirmation Hearing
September 2, 2022 | Confirmation Order entered (Dkt. 112)
September 30, 2022 | Effective Date of the Plan
Class | Description | Amount of Claims | % Accepting (Amount) | % Accepting (Number)
Class 2 | First Lien Secured Claims | $191.3 million | 94.7% | 87.5%
Class 3 | Second Lien Secured Claims | $59.9 million (incl. $3.9M accrued interest) | 89.2% | 78.6%
Class 4 | General Unsecured Claims | $14.8 million | 76.3% | 68.4%
Professional | Role | Final Allowed Fees & Expenses
Calderwood & Harkness LLP | Counsel to the Debtors/Reorganized Debtors | $4,200,000 (net of $500,000 prepetition retainer received June 10, 2022)
Kellner & Hartwick LLP | Local Co-Counsel (N.D. Ohio) | $380,000
Aldersgate Advisory Group LLC | Financial Advisor | $4,025,000 (incl. $3,500,000 completion fee and approx. $175,000/month advisory fees for approx. 3 months)
Pinnacle Claims Administration LLC | Claims and Noticing Agent | $285,000
Dralvecen Reyes Linley CPAs LLP & Associates LLP | Tax and Accounting Advisor | $410,000
Total | Approximately $9,300,000
In re: | Case No.: 22-51247
(Jointly Administered)
CRESTLINE PACKAGING SOLUTIONS LLC, et al.,¹
Chapter 11
Debtors.

UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF OHIO EASTERN DIVISION

I. PRELIMINARY STATEMENT

II. JURISDICTION AND VENUE

III. BACKGROUND

IV. THE PLAN HAS BEEN SUBSTANTIALLY CONSUMMATED

V. ALL ADMINISTRATIVE CLAIMS AND PROFESSIONAL FEES HAVE BEEN RESOLVED AND PAID

VI. ALL EXECUTORY CONTRACTS AND UNEXPIRED LEASES HAVE BEEN ADDRESSED

VII. ALL CLAIMS HAVE BEEN RESOLVED

VIII. ALL REQUIRED REPORTS HAVE BEEN FILED

IX. D&O TAIL INSURANCE

X. NO PENDING MOTIONS, CONTESTED MATTERS, OR ADVERSARY PROCEEDINGS

XI. RETENTION OF JURISDICTION

XII. RELIEF REQUESTED

XIII. NOTICE

XIV. CONCLUSION AND PRAYER FOR RELIEF

CALDERWOOD & HARKNESS LLP

KELLNER & HARTWICK LLP

EXHIBIT A

PROPOSED FINAL DECREE AND ORDER CLOSING CHAPTER 11 CASES

UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF OHIO EASTERN DIVISION

FINAL DECREE AND ORDER CLOSING CHAPTER 11 CASES

THE COURT HEREBY FINDS AND DETERMINES THAT:

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

SO ORDERED.

CERTIFICATE OF SERVICE

Record

Parties

Dates

Amounts