1006-00002 · Crestline Packaging Solutions LLC · Confirmation

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

PROPOSED ORDER CONFIRMING THE PREPACKAGED PLAN OF REORGANIZATION OF CRESTLINE PACKAGING SOLUTIONS LLC AND CPS HOLDINGS INC. PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

The above-captioned debtors, Crestline Packaging Solutions LLC, an Ohio limited liability company (EIN 31-1782094), and CPS Holdings Inc., a Delaware corporation (EIN 82-3491657) (collectively, the "Debtors"), having filed on June 20, 2022 (the "Petition Date") voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the "Bankruptcy Code"), thereby commencing the above-captioned Chapter 11 cases (the "Chapter 11 Cases"); and

The Debtors having filed the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. [Dkt. 47] (as may be amended, modified, or supplemented from time to time, the "Plan") and the related Disclosure Statement [Dkt. 48] (the "Disclosure Statement"), copies of which are incorporated herein by reference; and

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan, and to the extent of any conflict between the definitions set forth in the Plan and those set forth herein, the definitions in this Order shall control; and

The Court having approved the Disclosure Statement as containing adequate information within the meaning of Section 1125 of the Bankruptcy Code by order entered August 10, 2022 [Dkt. 72]; and

The Plan Confirmation Hearing (the "Confirmation Hearing") having been duly noticed and held on August 29, 2022, and the Court having considered at the Confirmation Hearing: (a) the Plan; (b) the Disclosure Statement; (c) the Plan Supplement [Dkt. 89] (including all exhibits and schedules thereto); (d) the Memorandum of Law in Support of Confirmation [Dkt. 91]; (e) the Declaration of Dana Kowalski, Chief Financial Officer of Crestline Packaging Solutions LLC, in Support of Confirmation [Dkt. 92] (the "Kowalski Declaration"); (f) the Declaration of Priya Narayanan of Aldersgate Advisory Group LLC in Support of Confirmation [Dkt. 93] (the "Narayanan Declaration"); (g) the Declaration of Pinnacle Claims Administration LLC Certifying Voting Results [Dkt. 90] (the "Tabulation Declaration"); (h) all other evidence, testimony, and proffers presented or admitted at the Confirmation Hearing; and (i) all objections, if any, to confirmation of the Plan and all responses thereto; and

The Court having reviewed and considered the Restructuring Support Agreement, dated as of July 8, 2022 (the "RSA"), among the Debtors, Thornfield Capital Partners LP (the "Equity Sponsor"), the Ad Hoc Group of First Lien Lenders, and the Ad Hoc Group of Second Lien Noteholders, which RSA sets forth the terms and framework upon which the Plan was formulated and proposed; and

The following appearances having been noted at the Confirmation Hearing: Calderwood & Harkness LLP (Colette Whitman, Nathaniel Bower, Gabrielle Moss, and Amy Chesterton), counsel to the Debtors; Kellner & Hartwick LLP (Bruce Tatelman), local co-counsel to the Debtors; Hargrove, Mitchell & Saunders LLP (Victoria Kline and Thomas Frey), counsel to the Ad Hoc Group of First Lien Lenders; Pemberton & Locke LLP (Raymond Delvecchio and Nia Patterson), counsel to the Ad Hoc Group of Second Lien Noteholders; the Office of the United States Trustee for Region 9; and all other parties in interest who appeared at the Confirmation Hearing, whether in person, by counsel, or telephonically; and

The Court having determined that due and proper notice of the Confirmation Hearing and the deadline for filing objections to confirmation of the Plan was provided to all parties in interest, including all known holders of Claims and Interests, in accordance with Rules 2002, 3017, and 3020 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), the Bankruptcy Code, the Local Rules of the United States Bankruptcy Court for the Northern District of Ohio, and any applicable orders of this Court, and that no further or other notice of the Confirmation Hearing is required or necessary; and

After due deliberation and sufficient cause appearing therefor, and upon the entire record of the Chapter 11 Cases and the Confirmation Hearing, the Court hereby makes the following findings of fact and conclusions of law, each of which the Court finds to be supported by a preponderance of the evidence and, to the extent any finding of fact is deemed to constitute a conclusion of law, it is adopted as such, and to the extent any conclusion of law is deemed to constitute a finding of fact, it is adopted as such:

I. JURISDICTION AND VENUE

1. This Court has jurisdiction over the Chapter 11 Cases pursuant to 28 U.S.C. §§ 157 and 1334 and the General Order of Reference entered in the Northern District of Ohio. Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(L), and this Court has constitutional authority to enter a final order with respect thereto.

2. Venue of the Chapter 11 Cases is proper in the Northern District of Ohio (Eastern Division) pursuant to 28 U.S.C. §§ 1408 and 1409, as the Debtors' principal place of business is located at 4710 Industrial Corridor Drive, Akron, Ohio 44308, which is within the territorial boundaries of this judicial district.

3. The Debtors are proper debtors under Section 109 of the Bankruptcy Code, and the Debtors are proper proponents of the Plan under Section 1121 of the Bankruptcy Code.

II. FINDINGS OF FACT AND CONCLUSIONS OF LAW REGARDING CONFIRMATION UNDER 11 U.S.C. § 1129

Based upon the record before the Court, including all pleadings, evidence, declarations, exhibits, arguments of counsel, and other materials considered at the Confirmation Hearing, the Court finds and concludes as follows with respect to each of the requirements for confirmation set forth in Section 1129 of the Bankruptcy Code:

A. Section 1129(a)(1) — Plan Compliance with Applicable Provisions of the Bankruptcy Code

4. The Plan complies with all applicable provisions of the Bankruptcy Code, as required by Section 1129(a)(1), including, without limitation, Sections 1122 and 1123 of the Bankruptcy Code. Specifically:

5. Section 1122 (Classification of Claims and Interests). The Plan properly classifies all Claims against and Interests in the Debtors into six (6) distinct classes. Class 1 consists of Other Priority Claims. Class 2 consists of First Lien Secured Claims. Class 3 consists of Second Lien Secured Claims. Class 4 consists of General Unsecured Claims. Class 5 consists of Intercompany Claims. Class 6 consists of Existing Equity Interests. Each class of Claims and Interests established under the Plan contains only Claims or Interests that are substantially similar to the other Claims or Interests within such class. The classification scheme set forth in the Plan is reasonable and was not adopted for any improper purpose. Valid business, factual, and legal reasons exist for separately classifying each of the classes created under the Plan, and such classification does not unfairly discriminate among holders of Claims or Interests. Accordingly, the requirements of Section 1122 of the Bankruptcy Code are satisfied.

6. Section 1123(a)(1) (Designation of Classes). The Plan designates each class of Claims and Interests as required by Section 1123(a)(1), other than Claims of the kind specified in Sections 507(a)(2) (administrative expense claims) and 507(a)(8) (priority tax claims) of the Bankruptcy Code, which are not required to be classified and which are addressed separately in the Plan.

7. Section 1123(a)(2) (Specification of Unimpaired Classes). The Plan specifies that Classes 1 and 5 are unimpaired under the Plan. Holders of Claims in unimpaired classes are conclusively presumed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code and, accordingly, were not entitled to vote on the Plan.

8. Section 1123(a)(3) (Specification of Treatment of Impaired Classes). The Plan specifies the treatment of each class of Claims and Interests that is impaired under the Plan, namely Classes 2, 3, 4, and 6. The treatment of each such impaired class is described in detail in Article III of the Plan and is summarized herein.

9. Section 1123(a)(4) (Same Treatment for Claims or Interests Within Each Class). The Plan provides the same treatment for each Claim or Interest within a particular class. No holder of a Claim or Interest in any given class receives treatment that is different from the treatment afforded to any other holder within the same class, unless the holder of a particular Claim or Interest has agreed to less favorable treatment with respect to such Claim or Interest.

10. Section 1123(a)(5) (Adequate Means for Implementation). The Plan provides adequate means for its implementation, including, without limitation:

(i) the distribution of ninety-two percent (92%) of the reorganized equity of reorganized Crestline Packaging Solutions LLC (the "Reorganized Equity") to holders of Class 2 First Lien Secured Claims, together with $12.5 million in aggregate principal amount of new first lien take-back debt under the New First Lien Take-Back Term Loan Credit Agreement;

(ii) the distribution of eight percent (8%) of the Reorganized Equity and warrants to purchase an additional five percent (5%) of the Reorganized Equity to holders of Class 3 Second Lien Secured Claims;

(iii) the distribution of a pro rata share of a cash pool in the amount of $1,500,000 to holders of allowed Class 4 General Unsecured Claims;

(iv) the cancellation of all Class 6 Existing Equity Interests held by Thornfield Capital Partners LP, without any distribution on account thereof;

(v) entry by reorganized Crestline Packaging Solutions LLC into the New First Lien Take-Back Term Loan Credit Agreement in the principal amount of $12,500,000, bearing interest at SOFR plus 550 basis points (with a 1.00% SOFR floor), maturing on August 31, 2028, and amortizing at 1.00% per annum ($31,250 per quarter), with Ridgeline National Bank, N.A. serving as administrative agent, secured by a first-priority lien on substantially all assets of the reorganized Debtors;

(vi) the establishment of a Management Incentive Plan (the "MIP") reserving ten percent (10%) of the Reorganized Equity for issuance to key management personnel of the reorganized Debtors, the specific terms and participants of which shall be determined by the reorganized board of directors following the Effective Date; and

(vii) the assumption, assumption and assignment, or rejection of executory contracts and unexpired leases in accordance with the Plan and the Plan Supplement.

11. Section 1123(a)(6) (Prohibition on Non-Voting Equity Securities). The organizational documents of reorganized Crestline Packaging Solutions LLC, as amended and restated as of the Effective Date in accordance with the Plan Supplement, will include a provision prohibiting the issuance of non-voting equity securities and otherwise complying with the requirements of Section 1123(a)(6) of the Bankruptcy Code. To the extent applicable, the charter of CPS Holdings Inc. also complies with this provision.

12. Section 1123(a)(7) (Selection of Directors and Officers). The Plan's provisions regarding the selection of officers, directors, and managers of the reorganized Debtors after the Effective Date are consistent with the interests of creditors and equity security holders and with public policy. The identities and affiliations of the individuals proposed to serve in such capacities have been disclosed or will be disclosed in the Plan Supplement, and the Court finds that the appointment of such individuals is appropriate.

13. Section 1123(b) (Optional Plan Provisions). The Plan's permissive provisions, including but not limited to the provisions regarding releases by the Debtors and their estates, third-party releases, the exculpation of the Exculpated Parties, the injunction in favor of the Released Parties, and the settlement and compromise of certain claims and controversies, are all appropriate, consistent with applicable law, and authorized under Section 1123(b) of the Bankruptcy Code and Bankruptcy Rule 9019.

B. Section 1129(a)(2) — Proponents' Compliance with Applicable Provisions of the Bankruptcy Code

14. The Debtors, as the proponents of the Plan, have complied with all applicable provisions of the Bankruptcy Code as required by Section 1129(a)(2), including, without limitation, Sections 1125 and 1126 of the Bankruptcy Code.

15. The Disclosure Statement was approved by this Court by order entered on August 10, 2022, as containing adequate information within the meaning of Section 1125 of the Bankruptcy Code to enable holders of Claims and Interests entitled to vote on the Plan to make an informed judgment about whether to accept or reject the Plan. The Disclosure Statement was transmitted to all holders of Claims and Interests entitled to vote in accordance with the procedures approved by this Court and applicable provisions of the Bankruptcy Code and the Bankruptcy Rules.

16. The solicitation of votes on the Plan was conducted in compliance with Section 1126(b) of the Bankruptcy Code and all applicable non-bankruptcy law governing the adequacy of disclosure in connection with such solicitation. The prepetition solicitation of votes was conducted in accordance with the Solicitation Procedures approved by the Court, and the Debtors complied in all material respects with all applicable rules and orders governing such solicitation. The forms of ballots used in connection with the solicitation adequately disclosed the releases and other key provisions of the Plan, including a prominent opt-out mechanism with respect to the third-party release provisions.

17. Pinnacle Claims Administration LLC was retained as the claims and noticing agent in the Chapter 11 Cases and served in such capacity with respect to the tabulation of all votes cast on the Plan. Pinnacle Claims Administration LLC tabulated all votes in accordance with the procedures approved by this Court and in compliance with the Bankruptcy Code and the Bankruptcy Rules.

18. The voting deadline for the submission of ballots accepting or rejecting the Plan was August 3, 2022, and all ballots received on or before such date were properly tabulated and considered. The results of such tabulation are set forth in the Tabulation Declaration filed with this Court.

19. All documents required to be filed in connection with confirmation of the Plan, including the Plan Supplement and all ancillary documents, were timely filed with this Court.

C. Section 1129(a)(3) — Good Faith

20. The Plan was proposed in good faith and not by any means forbidden by law, as required by Section 1129(a)(3) of the Bankruptcy Code.

21. The Plan is the product of extensive arm's-length negotiations conducted over a period of several months among the Debtors, Thornfield Capital Partners LP (the Equity Sponsor), 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). These negotiations were facilitated by the Debtors' financial advisor, Aldersgate Advisory Group LLC, and ultimately culminated in the execution of the Restructuring Support Agreement on July 8, 2022. The terms of the RSA formed the basis for the Plan.

22. The Plan was proposed with the legitimate and honest purpose of reorganizing the Debtors, preserving the going-concern value of their specialty chemical packaging and industrial containment manufacturing business, maintaining approximately 1,420 jobs across the Debtors' four manufacturing facilities, and maximizing recoveries for all stakeholders to the fullest extent possible under the circumstances.

23. The Kowalski Declaration and the evidence presented at the Confirmation Hearing further support the Court's finding that the Plan was proposed in good faith. The totality of the circumstances demonstrates that the Plan is the result of a genuine effort to restructure the Debtors' balance sheet and operations in a manner that serves the best interests of all constituents.

D. Section 1129(a)(4) — Payment of Professional Fees Subject to Court Approval

24. All payments made or to be made by the Debtors, or by a person issuing securities or acquiring property under the Plan, for services or for costs and expenses in or in connection with the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases, have been approved by, or are subject to the approval of, the Court as reasonable, as required by Section 1129(a)(4) of the Bankruptcy Code.

25. Professional fees incurred in connection with the Chapter 11 Cases are estimated at approximately $9,300,000 in the aggregate, comprised of the following:

(i) Calderwood & Harkness LLP, counsel to the Debtors — estimated fees and expenses of approximately $4,200,000;

(ii) Kellner & Hartwick LLP, local co-counsel to the Debtors — estimated fees and expenses of approximately $380,000;

(iii) Aldersgate Advisory Group LLC, financial advisor to the Debtors — estimated fees and expenses of approximately $4,025,000, comprising a monthly advisory fee of $175,000 per month for the duration of the engagement period plus a restructuring completion fee of $3,500,000 payable upon the occurrence of the Effective Date;

(iv) Pinnacle Claims Administration LLC, claims and noticing agent — estimated fees and expenses of approximately $285,000; and

(v) Dralvecen Reyes Linley CPAs LLP & Associates LLP, accountants and tax advisors to the Debtors — estimated fees and expenses of approximately $410,000.

26. All professional fees are subject to final fee applications to be submitted in accordance with the applicable provisions of the Bankruptcy Code, including Sections 330 and 331, the Bankruptcy Rules, the Local Rules, and the orders of this Court, and no professional fees shall be paid without the prior approval of this Court.

E. Section 1129(a)(5) — Disclosure of Identity of Proposed Management and Insiders

27. The Debtors have disclosed, or will disclose in the Plan Supplement prior to the Effective Date, the following information in compliance with Section 1129(a)(5) of the Bankruptcy Code: (a) the identity and affiliations of each individual proposed to serve as a director, officer, or manager of the reorganized Debtors after the Effective Date; and (b) the identity of, and the nature and amount of compensation to be paid to, any insider who will be retained or employed by the reorganized Debtors following confirmation.

28. Existing senior management of the Debtors, including Marcus J. Reinholdt (Chief Executive Officer), Dana Kowalski (Chief Financial Officer), and Preston Yee (General Counsel), are expected to continue to serve in their current roles with the reorganized Debtors, subject to the execution of new employment agreements on terms consistent with the Plan Supplement. The continuation of existing management is supported by the creditor constituencies and is consistent with preserving the going-concern operations of the Debtors' business.

29. The appointment of such individuals to serve as officers and directors of the reorganized Debtors is consistent with the interests of creditors and equity security holders of the reorganized Debtors and with public policy, as required by Section 1129(a)(5).

F. Section 1129(a)(6) — Rate Changes

30. The Plan does not provide for any changes in rates over which a governmental regulatory commission has jurisdiction and which require regulatory approval after confirmation of the Plan. Accordingly, Section 1129(a)(6) of the Bankruptcy Code is satisfied or is otherwise inapplicable to the Chapter 11 Cases.

G. Section 1129(a)(7) — Best Interests of Creditors Test

31. With respect to each impaired class of Claims or Interests, each holder of a Claim or Interest in such class that has not voted to accept the Plan will receive or retain under the Plan, on account of such Claim or Interest, property of a value, as of the Effective Date of the Plan, that is not less than the amount that such holder would so receive or retain if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code on such date.

32. The Liquidation Analysis prepared by Aldersgate Advisory Group LLC and set forth as an exhibit to the Disclosure Statement demonstrates that the estimated aggregate liquidation value of the Debtors' assets in a hypothetical Chapter 7 liquidation scenario is between $96,200,000 and $112,500,000, with a midpoint of $104,400,000. Such analysis accounts for the costs and expenses of a Chapter 7 trustee, wind-down costs, the discount attributable to forced or distressed asset sales, and the diminution in value that would result from the cessation of the Debtors' operations.

33. The Court finds the following with respect to each impaired class:

(i) Class 2 (First Lien Secured Claims). The aggregate amount of allowed Class 2 First Lien Secured Claims is $191,300,000, consisting of $158,700,000 outstanding under the first lien term loan and $32,600,000 drawn under the revolving credit facility. Under a Chapter 7 liquidation at the midpoint estimate of $104,400,000, holders of Class 2 First Lien Secured Claims would recover approximately 54.6% on account of their claims, after accounting for payment of administrative and priority claims and the costs of liquidation. Under the Plan, holders of Class 2 Claims will receive 92% of the Reorganized Equity plus $12,500,000 in new first lien take-back debt. Based on the midpoint reorganized enterprise value of $195,000,000, the estimated recovery for Class 2 is approximately 72% or higher (92% of reorganized equity valued at approximately $167,900,000, plus $12,500,000 in take-back debt), which substantially exceeds the estimated Chapter 7 recovery. The best interests test is satisfied with respect to Class 2.

(ii) Class 3 (Second Lien Secured Claims). The aggregate amount of allowed Class 3 Second Lien Secured Claims is $59,900,000, consisting of $56,000,000 in principal outstanding under the Debtors' 9.75% Senior Secured Second Lien Notes due 2024 (CUSIP 22761TAA3) plus $3,900,000 in accrued and unpaid interest, including default rate interest. Under a Chapter 7 liquidation at the midpoint estimate, holders of Class 3 Claims would receive zero recovery, as the proceeds of liquidation would be insufficient to satisfy the Class 2 First Lien Secured Claims in full, leaving no residual value for the second lien holders. Under the Plan, holders of Class 3 Claims will receive 8% of the Reorganized Equity (valued at approximately $14,600,000 at midpoint) plus warrants to purchase an additional 5% of the Reorganized Equity, providing significant value that would not be available in a Chapter 7 scenario. The best interests test is satisfied with respect to Class 3.

(iii) Class 4 (General Unsecured Claims). The aggregate amount of allowed Class 4 General Unsecured Claims is $14,800,000. Under a Chapter 7 liquidation, holders of Class 4 Claims would receive zero recovery, as the proceeds of liquidation would be insufficient to satisfy the secured claims in full. Under the Plan, holders of Class 4 Claims will receive a pro rata share of a $1,500,000 cash pool, resulting in an estimated recovery of approximately 10.1%. The best interests test is satisfied with respect to Class 4.

(iv) Class 6 (Existing Equity Interests). Thornfield Capital Partners LP holds all existing equity interests in CPS Holdings Inc. Under a Chapter 7 liquidation, holders of Class 6 Existing Equity Interests would receive zero recovery, as the proceeds of liquidation would be insufficient to satisfy any class of creditors in full. Under the Plan, Class 6 Existing Equity Interests are cancelled without any distribution on account thereof. Accordingly, holders of Class 6 Interests will receive the same recovery (i.e., zero) under both the Plan and a Chapter 7 liquidation, and the best interests test is satisfied with respect to Class 6.

34. The Plan satisfies the best interests test set forth in Section 1129(a)(7) with respect to each impaired class of Claims and Interests.

H. Section 1129(a)(8) — Acceptance by Each Impaired Class

35. All impaired classes of Claims entitled to vote on the Plan have accepted the Plan within the meaning of Section 1126(c) of the Bankruptcy Code, which requires acceptance by holders of at least two-thirds in amount and more than one-half in number of the allowed claims of each class that vote on the Plan.

36. As certified by the Tabulation Declaration of Pinnacle Claims Administration LLC, the voting results for each impaired class entitled to vote are as follows:

37. Each of Classes 2, 3, and 4 has accepted the Plan by the requisite majorities prescribed by Section 1126(c) of the Bankruptcy Code.

38. Class 1 (Other Priority Claims) and Class 5 (Intercompany Claims) are unimpaired under the Plan and are conclusively presumed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Accordingly, holders of Claims in Classes 1 and 5 were not entitled to vote on the Plan.

39. Class 6 (Existing Equity Interests) is impaired under the Plan and is deemed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code, as holders of Class 6 Interests will not receive or retain any property on account of such interests under the Plan.

40. Because at least one impaired class of Claims, determined without including any acceptance of the Plan by insiders, has accepted the Plan (each of Classes 2, 3, and 4), the requirements of Section 1129(a)(10) of the Bankruptcy Code are also satisfied, as discussed further below.

41. To the extent that Section 1129(a)(8) is not satisfied with respect to Class 6 (which is deemed to reject the Plan), the Plan is nonetheless confirmable under the "cramdown" provisions of Section 1129(b) of the Bankruptcy Code, as set forth in Section II.O of this Order.

I. Section 1129(a)(9) — Treatment of Administrative and Priority Claims

42. The Plan provides for the treatment of administrative expense claims, priority tax claims, and other priority claims as required by Section 1129(a)(9) of the Bankruptcy Code. Specifically, the Plan provides that all allowed administrative expense claims, all allowed priority tax claims, and all other allowed priority claims shall be paid in full in cash on the Effective Date of the Plan, or as soon as reasonably practicable thereafter, or on such other terms as may be agreed to by the holder of such Claim and the Debtors or the reorganized Debtors.

43. Administrative expense claims entitled to payment under Section 1129(a)(9)(A) include, without limitation: (a) allowed professional fee claims, which shall be paid upon final allowance by this Court following the submission of final fee applications; (b) all obligations arising under the DIP Credit Agreement (defined below); and (c) post-petition trade claims and other administrative claims arising in the ordinary course of the Debtors' business during the pendency of the Chapter 11 Cases.

44. The DIP facility, consisting of a $30,000,000 superpriority revolving credit facility with Ridgeline National Bank, N.A. as administrative agent (at SOFR plus 500 basis points), was approved by this Court on June 24, 2022, pursuant to Sections 363, 364(c), and 364(d) of the Bankruptcy Code. All obligations arising under the DIP Credit Agreement, including all accrued and unpaid interest, fees, expenses, and other obligations, shall be paid in full in cash on the Effective Date of the Plan.

45. The treatment of administrative expense claims, priority tax claims, and other priority claims under the Plan satisfies the requirements of Section 1129(a)(9) of the Bankruptcy Code in all respects.

J. Section 1129(a)(10) — Acceptance by at Least One Impaired Class (Excluding Insiders)

46. At least one impaired class of Claims has accepted the Plan, determined without including any acceptance of the Plan by any insider of the Debtors, as required by Section 1129(a)(10) of the Bankruptcy Code.

47. Each of Classes 2, 3, and 4 — all of which are impaired under the Plan — has accepted the Plan by the requisite majorities prescribed by Section 1126(c) of the Bankruptcy Code, and none of the accepting holders in such classes are insiders of the Debtors within the meaning of Section 101(31) of the Bankruptcy Code. Accordingly, the requirements of Section 1129(a)(10) are satisfied.

K. Section 1129(a)(11) — Feasibility

48. Confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtors or any successor to the Debtors under the Plan, other than such reorganization as may be contemplated by the Plan itself. The Plan therefore satisfies the feasibility requirement of Section 1129(a)(11) of the Bankruptcy Code.

49. The feasibility of the Plan is supported by the financial projections and analysis prepared by Aldersgate Advisory Group LLC (lead managing director Priya Narayanan), as set forth in the Disclosure Statement and the Narayanan Declaration. Such projections were prepared on a reasonable basis, reflect reasonable assumptions regarding the reorganized Debtors' future business operations, and demonstrate that the reorganized Debtors will have sufficient cash flow and liquidity to meet their obligations under the Plan.

50. The reorganized Debtors' projected fiscal year 2023 ("FY2023") EBITDA is $36,500,000, which is more than sufficient to service the $12,500,000 New First Lien Take-Back Term Loan. The New First Lien Take-Back Term Loan provides for quarterly amortization payments of $31,250, totaling $125,000 per annum (representing 1.00% annual amortization), with the remaining principal balance due and payable at maturity on August 31, 2028. The projected debt service coverage ratio on the New First Lien Take-Back Term Loan (including both principal and interest payments) is well in excess of 2.0x, providing a substantial cushion for the reorganized Debtors.

51. The reorganized enterprise value at the midpoint is $195,000,000, within a range of $180,000,000 to $210,000,000, implying a total enterprise value to EBITDA multiple of approximately 5.3x on projected FY2023 EBITDA. Such valuation is consistent with the valuation analysis presented in the Narayanan Declaration and supported by comparable company and comparable transaction methodologies.

52. The reorganized Debtors will emerge from Chapter 11 with a significantly deleveraged balance sheet. Total funded indebtedness will be reduced from $247,300,000 (consisting of the first lien term loan, the drawn revolving credit facility, and the second lien notes) to $12,500,000 (consisting solely of the New First Lien Take-Back Term Loan). This substantial reduction in leverage will provide the reorganized Debtors with the financial flexibility necessary to operate their business, invest in capital improvements, and service their reduced debt obligations.

53. The Debtors' four manufacturing facilities, located in Akron, Ohio; Evansville, Indiana; Baton Rouge, Louisiana; and Ravenna, Ohio, will continue their operations without disruption. All essential commercial relationships will be preserved, including the resin supply agreement with Northstar Polymers Inc. and equipment leases with Meridian Industrial Leasing Corp., each of which will be assumed pursuant to the Plan. The continued operation of these facilities and the preservation of these relationships are critical to the feasibility of the Plan and the long-term success of the reorganized Debtors.

L. Section 1129(a)(12) — Payment of Fees

54. All fees payable under 28 U.S.C. § 1930, including all quarterly fees due to the United States Trustee, have been paid or will be paid on or before the Effective Date of the Plan, as required by Section 1129(a)(12) of the Bankruptcy Code. The Debtors shall continue to pay any such fees that accrue after the Effective Date until entry of a final decree closing the Chapter 11 Cases or until the Chapter 11 Cases are converted or dismissed, whichever occurs first.

M. Section 1129(a)(13) — Continuation of Retiree Benefits

55. The Plan provides for the continuation of all retiree benefits, if any, at the level required by Section 1114 of the Bankruptcy Code for the duration of the period for which the Debtors have obligated themselves to provide such benefits. To the extent the Debtors do not maintain retiree benefit obligations within the meaning of Section 1114, this provision is inapplicable.

N. Section 1129(a)(14)–(16) — Domestic Support Obligations, Individual Debtors, and Transfer Taxes

56. Sections 1129(a)(14) and (a)(15) of the Bankruptcy Code are not applicable to the Chapter 11 Cases, as neither of the Debtors is an individual.

57. Section 1129(a)(16) of the Bankruptcy Code is satisfied. All transfers of property under the Plan shall be made in accordance with applicable provisions of non-bankruptcy law that govern the transfer of property by a corporation or other non-individual entity that is not a moneyed, business, or commercial corporation.

O. Section 1129(b) — Cramdown (If Applicable)

58. To the extent that Section 1129(a)(8) of the Bankruptcy Code is not satisfied with respect to any impaired class of Claims or Interests — specifically, Class 6 (Existing Equity Interests), which is deemed to have rejected the Plan pursuant to Section 1126(g) — the Plan nonetheless satisfies the requirements of Section 1129(b) of the Bankruptcy Code, such that the Plan is confirmable over the deemed rejection of Class 6.

59. The Plan does not discriminate unfairly against Class 6. Class 6 is the most junior class in the Plan's priority structure, and the treatment of Class 6 (cancellation of all existing equity interests without any distribution) is appropriate in light of the Debtors' insolvency and the fact that all senior classes of Claims are either impaired or receiving less than full recovery on their allowed claims.

60. The Plan is fair and equitable with respect to Class 6 within the meaning of Section 1129(b)(2)(C) of the Bankruptcy Code. No holder of any interest that is junior to the interests in Class 6 will receive or retain any property under the Plan on account of such junior interest, and no holder of a Claim or Interest that is in a class senior to Class 6 is receiving more than full payment of such Claim or Interest. All existing equity interests of CPS Holdings Inc. held by Thornfield Capital Partners LP are cancelled as of the Effective Date without any recovery whatsoever. The absolute priority rule is fully satisfied.

61. Accordingly, all conditions for confirmation of the Plan under Section 1129(b) of the Bankruptcy Code have been met, and the Plan is confirmable notwithstanding the deemed rejection by Class 6.

III. FINDINGS REGARDING SPECIFIC PLAN PROVISIONS

A. Classification of Claims and Interests (Article III of the Plan)

62. The classification of Claims and Interests under the Plan, as set forth in Article III thereof, is reasonable, complies with Section 1122 of the Bankruptcy Code, and is in the best interests of all stakeholders. The following is a summary of each class, its treatment, and estimated recovery:

63. The Court notes that the Class 3 Second Lien Secured Claims of $59,900,000 represent $56,000,000 in principal outstanding under the Debtors' 9.75% Senior Secured Second Lien Notes due 2024 (CUSIP 22761TAA3), plus $3,900,000 in accrued and unpaid interest, including interest at the applicable default rate. Continental Fiduciary Trust Company serves as indenture trustee under the Second Lien Notes Indenture.

64. The Class 2 First Lien Secured Claims of $191,300,000 consist of $158,700,000 outstanding under the first lien term loan credit agreement and $32,600,000 drawn under the first lien revolving credit facility.

B. Treatment of Administrative Expense Claims and DIP Facility Claims

65. The treatment of administrative expense claims, as set forth in the Plan, is approved. All allowed administrative expense claims shall be paid in full in cash on the Effective Date of the Plan, or as soon as reasonably practicable thereafter, or on such other terms as may be agreed to by the holder of such claim and the Debtors or the reorganized Debtors.

66. All obligations arising under the DIP Credit Agreement, dated June 24, 2022, pursuant to which Ridgeline National Bank, N.A. (as administrative agent) provided a $30,000,000 superpriority revolving credit facility to the Debtors (at SOFR plus 500 basis points, with a commitment fee of $450,000 and a closing fee of $600,000), shall be paid in full in cash on the Effective Date. Such payment shall include all outstanding principal, accrued and unpaid interest, fees, expenses, and all other amounts due and owing under the DIP Credit Agreement and related documents as of the Effective Date. Upon such payment, the DIP Credit Agreement and all liens and security interests granted in connection therewith shall be terminated and released.

67. Professional fee claims shall be paid upon final allowance by this Court following the submission of final fee applications in accordance with Sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, and any applicable orders of this Court. The Debtors or the reorganized Debtors shall establish a professional fee escrow account on the Effective Date in an amount sufficient to pay all estimated professional fee claims, pending final allowance.

C. Executory Contracts and Unexpired Leases

68. The treatment of executory contracts and unexpired leases, as set forth in Article V of the Plan and the Plan Supplement, is approved. The Debtors are authorized to assume, assume and assign, or reject executory contracts and unexpired leases in accordance with the Plan and the Plan Supplement.

69. The following executory contracts and unexpired leases are assumed pursuant to the Plan, effective as of the Effective Date:

(i) Resin Supply Agreement with Northstar Polymers Inc., dated March 1, 2019 — assumed. The Debtors have determined that this supply agreement is essential to the continued operation of their specialty chemical packaging and industrial containment manufacturing business. No cure amount is required.

(ii) Master Equipment Lease with Meridian Industrial Leasing Corp. (monthly payment of $87,500) — assumed. This lease covers critical manufacturing equipment at multiple Debtor facilities. No cure amount is required.

(iii) Warehouse Lease at 900 Darrow Road, Akron, OH 44305, with Benchmark Real Estate Holdings LLC (monthly rent of $42,000; lease expiration date of December 31, 2025) — assumed. The cure amount required in connection with the assumption of this lease is $126,000, representing three (3) months of pre-petition rental arrears. The cure amount of $126,000 is approved and shall be paid on the Effective Date or as soon as reasonably practicable thereafter.

70. All cure amounts identified in the Plan Supplement in connection with the assumption of executory contracts and unexpired leases are approved and shall be paid on the Effective Date or as soon as reasonably practicable thereafter. The payment of such cure amounts shall satisfy all obligations of the Debtors and the reorganized Debtors arising under Section 365(b)(1) of the Bankruptcy Code with respect to the assumed contracts and leases.

71. Any executory contracts and unexpired leases of the Debtors that are not expressly listed on the schedule of assumed contracts and leases in the Plan Supplement, and that have not otherwise been assumed, assumed and assigned, or rejected by prior order of this Court, shall be deemed rejected as of the Effective Date of the Plan. Any claims arising from such rejection must be filed with this Court within thirty (30) days after the Effective Date or such claims shall be forever barred.

D. New First Lien Take-Back Term Loan

72. The entry by reorganized Crestline Packaging Solutions LLC into the New First Lien Take-Back Term Loan Credit Agreement, substantially in the form attached to the Plan Supplement, is approved. The material terms of the New First Lien Take-Back Term Loan are as follows:

• Borrower: Reorganized Crestline Packaging Solutions LLC

• Administrative Agent: Ridgeline National Bank, N.A.

• Principal Amount: $12,500,000

• Interest Rate: SOFR plus 550 basis points, with a 1.00% SOFR floor

• Maturity Date: August 31, 2028

• Amortization: 1.00% per annum ($31,250 per quarter)

• Collateral: First-priority lien on substantially all assets of the reorganized Debtors

• Guarantors: As set forth in the New First Lien Take-Back Term Loan Credit Agreement

73. The reorganized Debtors are authorized to execute, deliver, and perform all of their obligations under the New First Lien Take-Back Term Loan Credit Agreement and all ancillary documents, instruments, and agreements related thereto. All liens and security interests granted pursuant to the New First Lien Take-Back Term Loan Credit Agreement are hereby approved, valid, binding, enforceable, and perfected, and shall not be subject to avoidance, recharacterization, or subordination under any applicable law.

E. Management Incentive Plan

74. The establishment of the Management Incentive Plan, reserving ten percent (10%) of the Reorganized Equity for issuance to key management personnel of the reorganized Debtors following the Effective Date, is approved.

75. The specific participants in the MIP, the allocation of equity awards among such participants, and the specific terms and conditions of any grants or awards under the MIP shall be determined by the reorganized board of directors following the Effective Date, in its reasonable discretion.

76. The vesting terms of the MIP shall be as follows: fifty percent (50%) of any grants or awards under the MIP shall be subject to time-based vesting on a three-year cliff basis, and fifty percent (50%) shall be subject to performance-based vesting tied to the achievement of EBITDA targets to be established by the reorganized board of directors.

77. The MIP shall dilute all classes of Reorganized Equity on a pro rata basis, including the equity distributed to holders of Class 2 First Lien Secured Claims, Class 3 Second Lien Secured Claims, and the warrants issued to holders of Class 3 Claims.

F. D&O Insurance

78. The Debtors are authorized to maintain, and the reorganized Debtors shall maintain, the directors' and officers' liability tail insurance policy (the "D&O Tail Policy") issued by Apex Indemnity Insurance Company, providing aggregate coverage of $15,000,000, with a tail premium of $1,200,000. The D&O Tail Policy provides coverage for claims arising from acts or omissions occurring prior to the Effective Date.

79. The payment of the tail premium of $1,200,000 for the D&O Tail Policy is approved and authorized. Such payment shall constitute an allowed administrative expense of the Debtors' estates.

G. Vesting of Assets

80. On the Effective Date of the Plan, all property of the estates of the Debtors shall vest in the reorganized Debtors, free and clear of all liens, claims, charges, encumbrances, and interests of any kind or nature, except as otherwise expressly provided in the Plan or this Order, including the liens securing the New First Lien Take-Back Term Loan Credit Agreement. The reorganized Debtors shall be entitled to operate their business and use, acquire, and dispose of their property and settle and compromise claims and interests without the supervision of this Court, free of any restrictions imposed by the Bankruptcy Code or the Bankruptcy Rules, other than those restrictions expressly imposed by the Plan, this Order, or the documents executed in connection therewith.

IV. RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS

A. Releases by the Debtors

81. On the Effective Date of the Plan, and to the fullest extent permitted by applicable law, the Debtors, the reorganized Debtors, and their respective estates shall be deemed to have unconditionally and irrevocably released and discharged all Released Parties (as defined in the Plan) from any and all claims, obligations, suits, judgments, damages, demands, debts, rights, remedies, causes of action, and liabilities of any kind or nature whatsoever (including any derivative claims asserted or assertable on behalf of the Debtors or their estates), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity, or otherwise, that are based upon, relate to, or arise from, in whole or in part, any act, omission, transaction, event, or other occurrence taking place on or before the Effective Date, in any way relating to the Debtors, the Chapter 11 Cases, the Plan, the Disclosure Statement, the RSA, or any transaction contemplated by the foregoing.

82. The Released Parties include, without limitation: (a) the current and former directors and officers of the Debtors, including Marcus J. Reinholdt, Dana Kowalski, and Preston Yee; (b) Thornfield Capital Partners LP and its principals, including Julian Ashford and Rebecca Strand; (c) Ridgeline National Bank, N.A., in its capacities as DIP administrative agent and agent under the New First Lien Take-Back Term Loan Credit Agreement; (d) the members of the Ad Hoc Group of First Lien Lenders and their respective advisors; (e) the members of the Ad Hoc Group of Second Lien Noteholders and their respective advisors; (f) Continental Fiduciary Trust Company, as indenture trustee under the Second Lien Notes Indenture; and (g) each of the foregoing parties' respective current and former professionals, advisors, agents, representatives, successors, and assigns.

83. The Debtor releases are appropriate and warranted under the circumstances of these Chapter 11 Cases. The Court finds that the Debtor releases were given as part of arm's-length negotiations among sophisticated parties, are an integral and essential component of the overall restructuring transaction embodied in the Plan, and represent the exercise of sound business judgment by the Debtors. The Debtors have demonstrated adequate consideration for the releases, and the releases are in the best interests of the Debtors, their estates, and all stakeholders.

B. Third-Party Releases

84. On the Effective Date of the Plan, and to the fullest extent permitted by applicable law, each holder of a Claim or Interest that (i) voted to accept the Plan, (ii) is deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, or (iii) is the holder of an Interest in Class 6 that is deemed to have rejected the Plan, and in each case did not affirmatively elect to opt out of the third-party release provisions on a timely and properly completed ballot or in a written notice filed with the Court prior to the voting deadline, shall be deemed to have unconditionally and irrevocably released and discharged all Released Parties from any and all claims, obligations, suits, judgments, damages, demands, debts, rights, remedies, causes of action, and liabilities of any kind or nature whatsoever that are based upon, relate to, or arise from, in whole or in part, the Debtors, the Chapter 11 Cases, the Plan, the Disclosure Statement, the RSA, or any transaction contemplated by the foregoing.

85. The third-party releases are consensual in nature and were prominently disclosed in the Disclosure Statement and on the ballots distributed to holders of Claims and Interests entitled to vote on the Plan. Each ballot included a clear and conspicuous description of the third-party release provisions and provided holders with an affirmative opt-out mechanism. The Court finds that the third-party releases satisfy applicable legal standards in this Circuit and are appropriate in light of the circumstances of these Chapter 11 Cases.

C. Exculpation.

86. The Exculpated Parties (as defined in the Plan), including the Debtors, the reorganized Debtors, and their respective current and former officers, directors, employees, agents, and professionals, shall not have or incur any liability for any claim, cause of action, or liability to any entity for any act or omission arising in connection with, relating to, or arising out of the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the RSA, the Disclosure Statement, the Plan, the Plan Supplement, or any related document, contract, instrument, release, or other agreement or document created or entered into in connection with any of the foregoing, the solicitation of votes on the Plan, the pursuit of confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, except for any act or omission that is determined by a Final Order to have constituted willful misconduct, actual fraud, or gross negligence.

87. The Exculpated Parties specifically include the following professionals: Calderwood & Harkness LLP; Kellner & Hartwick LLP; Aldersgate Advisory Group LLC; Dralvecen Reyes Linley CPAs LLP & Associates LLP; Pinnacle Claims Administration LLC; Hargrove, Mitchell & Saunders LLP (counsel to the Ad Hoc Group of First Lien Lenders); and Pemberton & Locke LLP (counsel to the Ad Hoc Group of Second Lien Noteholders).

88. The exculpation provisions of the Plan are appropriate and customary in Chapter 11 cases and serve the important policy objective of encouraging professionals and fiduciaries to serve in good faith in connection with the restructuring process.

D. Injunction.

89. Except as otherwise expressly provided in the Plan or in this Order, all entities that have held, hold, or may hold Claims against or Interests in the Debtors are permanently enjoined, from and after the Effective Date, from: (a) commencing or continuing in any manner any action or other proceeding of any kind against the Debtors, the reorganized Debtors, or the Released Parties, or their respective property, with respect to any Claim, Interest, or cause of action released, discharged, or exculpated under the Plan or this Order; (b) enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or order against the Debtors, the reorganized Debtors, or the Released Parties, or their respective property, with respect to any such Claim, Interest, or cause of action; (c) creating, perfecting, or enforcing any lien or encumbrance against the Debtors, the reorganized Debtors, or the Released Parties, or their respective property, with respect to any such Claim, Interest, or cause of action; (d) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due the Debtors, the reorganized Debtors, or the Released Parties, or their respective property, with respect to any such Claim, Interest, or cause of action; and (e) commencing or continuing in any manner any action or other proceeding of any kind against any party so released or exculpated.

90. The injunction provisions are consistent with the discharge provided under Section 1141 of the Bankruptcy Code and are necessary and appropriate to protect the reorganized Debtors and the Released Parties and to effectuate the Plan.

V. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE

91. The Effective Date of the Plan shall occur on the first business day on which all of the following conditions have been satisfied or waived in accordance with the terms of the Plan:

(a) This Confirmation Order shall have been entered by this Court and shall have become a Final Order, as defined in the Plan; provided, however, that the Debtors may, in their sole discretion, waive the requirement that this Confirmation Order be a Final Order and cause the Effective Date to occur notwithstanding the pendency of any appeal or request for reconsideration of this Confirmation Order, so long as this Confirmation Order has not been stayed;

(b) The New First Lien Take-Back Term Loan Credit Agreement, substantially in the form included in the Plan Supplement, shall have been executed and delivered by all parties thereto, and all conditions precedent to the initial borrowing thereunder (if any) shall have been satisfied or waived in accordance with the terms thereof;

(c) All documents and agreements comprising the Plan Supplement, including the new organizational documents for reorganized Crestline Packaging Solutions LLC (including the amended and restated limited liability company agreement or operating agreement), shall have been executed and delivered by all parties thereto;

(d) All obligations arising under the DIP Credit Agreement with Ridgeline National Bank, N.A. shall have been indefeasibly paid in full in cash, and all commitments thereunder shall have been terminated;

(e) All administrative expense claims that have been approved for payment on the Effective Date shall have been paid in full in cash, or adequate provision shall have been made for such payment;

(f) All governmental and regulatory approvals, authorizations, consents, and filings, if any, necessary to effectuate the Plan and the transactions contemplated thereby shall have been obtained, made, or waived, in each case to the extent required;

(g) The D&O tail insurance policy issued by Apex Indemnity Insurance Company, providing aggregate coverage of $15,000,000, shall remain in full force and effect; and

(h) All other actions, documents, and agreements necessary to implement the Plan shall have been effected or executed and delivered.

92. The conditions set forth above may be waived in whole or in part by the Debtors, with the written consent of the Required Consenting Parties (as defined in the RSA), without further order of this Court, notice, or a hearing, except as otherwise expressly provided in the Plan.

VI. RETENTION OF JURISDICTION

93. Notwithstanding the entry of this Confirmation Order and the occurrence of the Effective Date of the Plan, this Court shall retain exclusive jurisdiction over the Chapter 11 Cases and all matters arising out of, or related to, the Chapter 11 Cases and the Plan to the fullest extent permitted by applicable law, including but not limited to jurisdiction to:

(a) Resolve any disputes regarding the allowance, disallowance, determination, estimation, liquidation, classification, or priority of Claims or Interests, including the resolution of any request for payment of any Claim or Interest and the resolution of any objection to the allowance, priority, or classification of any Claim or Interest;

(b) Hear and determine all applications for compensation and reimbursement of professional fees and expenses arising under Sections 330, 331, and 503(b) of the Bankruptcy Code, and any other applications for fees and expenses authorized to be paid or reimbursed under the Plan;

(c) Resolve any disputes arising under, or related to, the Plan, this Confirmation Order, and any of the Plan Supplement documents, including any disputes regarding the interpretation, implementation, enforcement, or consummation of the Plan and this Order;

(d) Hear and determine matters concerning the assumption, assumption and assignment, or rejection of executory contracts and unexpired leases, including the determination of cure amounts, the resolution of any objections thereto, and the enforcement of the provisions of the Plan and this Order relating to such contracts and leases;

(e) Modify the Plan pursuant to Section 1127 of the Bankruptcy Code, to the extent permitted by law, or remedy any defect or omission or reconcile any inconsistency in the Plan, the Disclosure Statement, or this Confirmation Order in such manner as may be necessary to carry out the purposes and intent of the Plan;

(f) Enter a final decree closing the Chapter 11 Cases pursuant to Section 350(a) of the Bankruptcy Code and Bankruptcy Rule 3022, and determine any and all matters that may arise in connection with or relate to the foregoing;

(g) Enforce the releases, exculpation, and injunction provisions of the Plan and this Order, including by issuing injunctive or other relief as may be appropriate to prevent interference with the implementation or consummation of the Plan;

(h) Resolve any disputes regarding the interpretation, implementation, or enforcement of the New First Lien Take-Back Term Loan Credit Agreement and related documents to the extent such disputes relate to the Plan, this Confirmation Order, or any rights or obligations arising under or in connection with the Plan;

(i) Adjudicate, determine, or otherwise resolve any and all causes of action, adversary proceedings, contested matters, and any other matters that may exist on behalf of the Debtors or their estates, whether pending on or after the Effective Date; and

(j) Hear and determine any other matter not inconsistent with the Bankruptcy Code and Title 28 of the United States Code that may arise in connection with or related to the Plan, this Order, or the Chapter 11 Cases.

VII. MISCELLANEOUS PROVISIONS

A. Binding Effect

94. The Plan and this Confirmation Order shall be binding upon and inure to the benefit of the Debtors, the reorganized Debtors, all holders of Claims and Interests (whether or not impaired under the Plan, whether or not such holders voted to accept or reject the Plan, and whether or not such holders are entitled to receive or have received any distribution under the Plan), all Released Parties, all Exculpated Parties, and all other parties in interest, and their respective heirs, executors, administrators, successors, and assigns. The Plan and this Confirmation Order shall be binding upon all entities that are affected by the Plan, including governmental units, to the fullest extent permitted by applicable law.

B. Effectiveness of Plan Documents

95. All documents and agreements set forth in the Plan Supplement, including, without limitation, the new organizational documents for reorganized Crestline Packaging Solutions LLC, the New First Lien Take-Back Term Loan Credit Agreement, the Management Incentive Plan, and all other agreements, instruments, and documents contemplated by the Plan, are approved in all respects. The Debtors and the reorganized Debtors are authorized to execute, deliver, file, and record all such documents and agreements, and to take all actions contemplated thereby, without further order of this Court, and such documents and agreements shall be in full force and effect upon execution and delivery.

C. Exemption from Transfer Taxes

96. Pursuant to Section 1146(a) of the Bankruptcy Code, the making, delivery, or recording of any instrument of transfer, including any deed, bill of sale, assignment, or other instrument of transfer, under, in furtherance of, or in connection with the Plan, including any merger agreements, agreements of consolidation, restructuring, disposition, liquidation, or dissolution, deeds, bills of sale, assignments, or any other transfers executed in connection with any transaction arising out of, contemplated by, or in any way related to the Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, or other similar tax or governmental assessment, and the appropriate state or local governmental officials or agents are hereby directed to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment

UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF OHIO EASTERN DIVISION
PROPOSED ORDER CONFIRMING THE PREPACKAGED PLAN OF REORGANIZATION OF CRESTLINE PACKAGING SOLUTIONS LLC AND CPS HOLDINGS INC. PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE
The above-captioned debtors, Crestline Packaging Solutions LLC, an Ohio limited liability company (EIN 31-1782094), and CPS Holdings Inc., a Delaware corporation (EIN 82-3491657) (collectively, the "Debtors"), having filed on June 20, 2022 (the "Petition Date") voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the "Bankruptcy Code"), thereby commencing the above-captioned Chapter 11 cases (the "Chapter 11 Cases"); and
The Debtors having filed the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. [Dkt. 47] (as may be amended, modified, or supplemented from time to time, the "Plan") and the related Disclosure Statement [Dkt. 48] (the "Disclosure Statement"), copies of which are incorporated herein by reference; and
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan, and to the extent of any conflict between the definitions set forth in the Plan and those set forth herein, the definitions in this Order shall control; and
The Court having approved the Disclosure Statement as containing adequate information within the meaning of Section 1125 of the Bankruptcy Code by order entered August 10, 2022 [Dkt. 72]; and
The Plan Confirmation Hearing (the "Confirmation Hearing") having been duly noticed and held on August 29, 2022, and the Court having considered at the Confirmation Hearing: (a) the Plan; (b) the Disclosure Statement; (c) the Plan Supplement [Dkt. 89] (including all exhibits and schedules thereto); (d) the Memorandum of Law in Support of Confirmation [Dkt. 91]; (e) the Declaration of Dana Kowalski, Chief Financial Officer of Crestline Packaging Solutions LLC, in Support of Confirmation [Dkt. 92] (the "Kowalski Declaration"); (f) the Declaration of Priya Narayanan of Aldersgate Advisory Group LLC in Support of Confirmation [Dkt. 93] (the "Narayanan Declaration"); (g) the Declaration of Pinnacle Claims Administration LLC Certifying Voting Results [Dkt. 90] (the "Tabulation Declaration"); (h) all other evidence, testimony, and proffers presented or admitted at the Confirmation Hearing; and (i) all objections, if any, to confirmation of the Plan and all responses thereto; and
The Court having reviewed and considered the Restructuring Support Agreement, dated as of July 8, 2022 (the "RSA"), among the Debtors, Thornfield Capital Partners LP (the "Equity Sponsor"), the Ad Hoc Group of First Lien Lenders, and the Ad Hoc Group of Second Lien Noteholders, which RSA sets forth the terms and framework upon which the Plan was formulated and proposed; and
The following appearances having been noted at the Confirmation Hearing: Calderwood & Harkness LLP (Colette Whitman, Nathaniel Bower, Gabrielle Moss, and Amy Chesterton), counsel to the Debtors; Kellner & Hartwick LLP (Bruce Tatelman), local co-counsel to the Debtors; Hargrove, Mitchell & Saunders LLP (Victoria Kline and Thomas Frey), counsel to the Ad Hoc Group of First Lien Lenders; Pemberton & Locke LLP (Raymond Delvecchio and Nia Patterson), counsel to the Ad Hoc Group of Second Lien Noteholders; the Office of the United States Trustee for Region 9; and all other parties in interest who appeared at the Confirmation Hearing, whether in person, by counsel, or telephonically; and
The Court having determined that due and proper notice of the Confirmation Hearing and the deadline for filing objections to confirmation of the Plan was provided to all parties in interest, including all known holders of Claims and Interests, in accordance with Rules 2002, 3017, and 3020 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), the Bankruptcy Code, the Local Rules of the United States Bankruptcy Court for the Northern District of Ohio, and any applicable orders of this Court, and that no further or other notice of the Confirmation Hearing is required or necessary; and
After due deliberation and sufficient cause appearing therefor, and upon the entire record of the Chapter 11 Cases and the Confirmation Hearing, the Court hereby makes the following findings of fact and conclusions of law, each of which the Court finds to be supported by a preponderance of the evidence and, to the extent any finding of fact is deemed to constitute a conclusion of law, it is adopted as such, and to the extent any conclusion of law is deemed to constitute a finding of fact, it is adopted as such:
I. JURISDICTION AND VENUE
1. This Court has jurisdiction over the Chapter 11 Cases pursuant to 28 U.S.C. §§ 157 and 1334 and the General Order of Reference entered in the Northern District of Ohio. Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(L), and this Court has constitutional authority to enter a final order with respect thereto.
2. Venue of the Chapter 11 Cases is proper in the Northern District of Ohio (Eastern Division) pursuant to 28 U.S.C. §§ 1408 and 1409, as the Debtors' principal place of business is located at 4710 Industrial Corridor Drive, Akron, Ohio 44308, which is within the territorial boundaries of this judicial district.
3. The Debtors are proper debtors under Section 109 of the Bankruptcy Code, and the Debtors are proper proponents of the Plan under Section 1121 of the Bankruptcy Code.
II. FINDINGS OF FACT AND CONCLUSIONS OF LAW REGARDING CONFIRMATION UNDER 11 U.S.C. § 1129
Based upon the record before the Court, including all pleadings, evidence, declarations, exhibits, arguments of counsel, and other materials considered at the Confirmation Hearing, the Court finds and concludes as follows with respect to each of the requirements for confirmation set forth in Section 1129 of the Bankruptcy Code:
A. Section 1129(a)(1) — Plan Compliance with Applicable Provisions of the Bankruptcy Code
4. The Plan complies with all applicable provisions of the Bankruptcy Code, as required by Section 1129(a)(1), including, without limitation, Sections 1122 and 1123 of the Bankruptcy Code. Specifically:
5. Section 1122 (Classification of Claims and Interests). The Plan properly classifies all Claims against and Interests in the Debtors into six (6) distinct classes. Class 1 consists of Other Priority Claims. Class 2 consists of First Lien Secured Claims. Class 3 consists of Second Lien Secured Claims. Class 4 consists of General Unsecured Claims. Class 5 consists of Intercompany Claims. Class 6 consists of Existing Equity Interests. Each class of Claims and Interests established under the Plan contains only Claims or Interests that are substantially similar to the other Claims or Interests within such class. The classification scheme set forth in the Plan is reasonable and was not adopted for any improper purpose. Valid business, factual, and legal reasons exist for separately classifying each of the classes created under the Plan, and such classification does not unfairly discriminate among holders of Claims or Interests. Accordingly, the requirements of Section 1122 of the Bankruptcy Code are satisfied.
6. Section 1123(a)(1) (Designation of Classes). The Plan designates each class of Claims and Interests as required by Section 1123(a)(1), other than Claims of the kind specified in Sections 507(a)(2) (administrative expense claims) and 507(a)(8) (priority tax claims) of the Bankruptcy Code, which are not required to be classified and which are addressed separately in the Plan.
7. Section 1123(a)(2) (Specification of Unimpaired Classes). The Plan specifies that Classes 1 and 5 are unimpaired under the Plan. Holders of Claims in unimpaired classes are conclusively presumed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code and, accordingly, were not entitled to vote on the Plan.
8. Section 1123(a)(3) (Specification of Treatment of Impaired Classes). The Plan specifies the treatment of each class of Claims and Interests that is impaired under the Plan, namely Classes 2, 3, 4, and 6. The treatment of each such impaired class is described in detail in Article III of the Plan and is summarized herein.
9. Section 1123(a)(4) (Same Treatment for Claims or Interests Within Each Class). The Plan provides the same treatment for each Claim or Interest within a particular class. No holder of a Claim or Interest in any given class receives treatment that is different from the treatment afforded to any other holder within the same class, unless the holder of a particular Claim or Interest has agreed to less favorable treatment with respect to such Claim or Interest.
10. Section 1123(a)(5) (Adequate Means for Implementation). The Plan provides adequate means for its implementation, including, without limitation:
(i) the distribution of ninety-two percent (92%) of the reorganized equity of reorganized Crestline Packaging Solutions LLC (the "Reorganized Equity") to holders of Class 2 First Lien Secured Claims, together with $12.5 million in aggregate principal amount of new first lien take-back debt under the New First Lien Take-Back Term Loan Credit Agreement;
(ii) the distribution of eight percent (8%) of the Reorganized Equity and warrants to purchase an additional five percent (5%) of the Reorganized Equity to holders of Class 3 Second Lien Secured Claims;
(iii) the distribution of a pro rata share of a cash pool in the amount of $1,500,000 to holders of allowed Class 4 General Unsecured Claims;
(iv) the cancellation of all Class 6 Existing Equity Interests held by Thornfield Capital Partners LP, without any distribution on account thereof;
(v) entry by reorganized Crestline Packaging Solutions LLC into the New First Lien Take-Back Term Loan Credit Agreement in the principal amount of $12,500,000, bearing interest at SOFR plus 550 basis points (with a 1.00% SOFR floor), maturing on August 31, 2028, and amortizing at 1.00% per annum ($31,250 per quarter), with Ridgeline National Bank, N.A. serving as administrative agent, secured by a first-priority lien on substantially all assets of the reorganized Debtors;
(vi) the establishment of a Management Incentive Plan (the "MIP") reserving ten percent (10%) of the Reorganized Equity for issuance to key management personnel of the reorganized Debtors, the specific terms and participants of which shall be determined by the reorganized board of directors following the Effective Date; and
(vii) the assumption, assumption and assignment, or rejection of executory contracts and unexpired leases in accordance with the Plan and the Plan Supplement.
11. Section 1123(a)(6) (Prohibition on Non-Voting Equity Securities). The organizational documents of reorganized Crestline Packaging Solutions LLC, as amended and restated as of the Effective Date in accordance with the Plan Supplement, will include a provision prohibiting the issuance of non-voting equity securities and otherwise complying with the requirements of Section 1123(a)(6) of the Bankruptcy Code. To the extent applicable, the charter of CPS Holdings Inc. also complies with this provision.
12. Section 1123(a)(7) (Selection of Directors and Officers). The Plan's provisions regarding the selection of officers, directors, and managers of the reorganized Debtors after the Effective Date are consistent with the interests of creditors and equity security holders and with public policy. The identities and affiliations of the individuals proposed to serve in such capacities have been disclosed or will be disclosed in the Plan Supplement, and the Court finds that the appointment of such individuals is appropriate.
13. Section 1123(b) (Optional Plan Provisions). The Plan's permissive provisions, including but not limited to the provisions regarding releases by the Debtors and their estates, third-party releases, the exculpation of the Exculpated Parties, the injunction in favor of the Released Parties, and the settlement and compromise of certain claims and controversies, are all appropriate, consistent with applicable law, and authorized under Section 1123(b) of the Bankruptcy Code and Bankruptcy Rule 9019.
B. Section 1129(a)(2) — Proponents' Compliance with Applicable Provisions of the Bankruptcy Code
14. The Debtors, as the proponents of the Plan, have complied with all applicable provisions of the Bankruptcy Code as required by Section 1129(a)(2), including, without limitation, Sections 1125 and 1126 of the Bankruptcy Code.
15. The Disclosure Statement was approved by this Court by order entered on August 10, 2022, as containing adequate information within the meaning of Section 1125 of the Bankruptcy Code to enable holders of Claims and Interests entitled to vote on the Plan to make an informed judgment about whether to accept or reject the Plan. The Disclosure Statement was transmitted to all holders of Claims and Interests entitled to vote in accordance with the procedures approved by this Court and applicable provisions of the Bankruptcy Code and the Bankruptcy Rules.
16. The solicitation of votes on the Plan was conducted in compliance with Section 1126(b) of the Bankruptcy Code and all applicable non-bankruptcy law governing the adequacy of disclosure in connection with such solicitation. The prepetition solicitation of votes was conducted in accordance with the Solicitation Procedures approved by the Court, and the Debtors complied in all material respects with all applicable rules and orders governing such solicitation. The forms of ballots used in connection with the solicitation adequately disclosed the releases and other key provisions of the Plan, including a prominent opt-out mechanism with respect to the third-party release provisions.
17. Pinnacle Claims Administration LLC was retained as the claims and noticing agent in the Chapter 11 Cases and served in such capacity with respect to the tabulation of all votes cast on the Plan. Pinnacle Claims Administration LLC tabulated all votes in accordance with the procedures approved by this Court and in compliance with the Bankruptcy Code and the Bankruptcy Rules.
18. The voting deadline for the submission of ballots accepting or rejecting the Plan was August 3, 2022, and all ballots received on or before such date were properly tabulated and considered. The results of such tabulation are set forth in the Tabulation Declaration filed with this Court.
19. All documents required to be filed in connection with confirmation of the Plan, including the Plan Supplement and all ancillary documents, were timely filed with this Court.
C. Section 1129(a)(3) — Good Faith
20. The Plan was proposed in good faith and not by any means forbidden by law, as required by Section 1129(a)(3) of the Bankruptcy Code.
21. The Plan is the product of extensive arm's-length negotiations conducted over a period of several months among the Debtors, Thornfield Capital Partners LP (the Equity Sponsor), 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). These negotiations were facilitated by the Debtors' financial advisor, Aldersgate Advisory Group LLC, and ultimately culminated in the execution of the Restructuring Support Agreement on July 8, 2022. The terms of the RSA formed the basis for the Plan.
22. The Plan was proposed with the legitimate and honest purpose of reorganizing the Debtors, preserving the going-concern value of their specialty chemical packaging and industrial containment manufacturing business, maintaining approximately 1,420 jobs across the Debtors' four manufacturing facilities, and maximizing recoveries for all stakeholders to the fullest extent possible under the circumstances.
23. The Kowalski Declaration and the evidence presented at the Confirmation Hearing further support the Court's finding that the Plan was proposed in good faith. The totality of the circumstances demonstrates that the Plan is the result of a genuine effort to restructure the Debtors' balance sheet and operations in a manner that serves the best interests of all constituents.
D. Section 1129(a)(4) — Payment of Professional Fees Subject to Court Approval
24. All payments made or to be made by the Debtors, or by a person issuing securities or acquiring property under the Plan, for services or for costs and expenses in or in connection with the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases, have been approved by, or are subject to the approval of, the Court as reasonable, as required by Section 1129(a)(4) of the Bankruptcy Code.
25. Professional fees incurred in connection with the Chapter 11 Cases are estimated at approximately $9,300,000 in the aggregate, comprised of the following:
(i) Calderwood & Harkness LLP, counsel to the Debtors — estimated fees and expenses of approximately $4,200,000;
(ii) Kellner & Hartwick LLP, local co-counsel to the Debtors — estimated fees and expenses of approximately $380,000;
(iii) Aldersgate Advisory Group LLC, financial advisor to the Debtors — estimated fees and expenses of approximately $4,025,000, comprising a monthly advisory fee of $175,000 per month for the duration of the engagement period plus a restructuring completion fee of $3,500,000 payable upon the occurrence of the Effective Date;
(iv) Pinnacle Claims Administration LLC, claims and noticing agent — estimated fees and expenses of approximately $285,000; and
(v) Dralvecen Reyes Linley CPAs LLP & Associates LLP, accountants and tax advisors to the Debtors — estimated fees and expenses of approximately $410,000.
26. All professional fees are subject to final fee applications to be submitted in accordance with the applicable provisions of the Bankruptcy Code, including Sections 330 and 331, the Bankruptcy Rules, the Local Rules, and the orders of this Court, and no professional fees shall be paid without the prior approval of this Court.
E. Section 1129(a)(5) — Disclosure of Identity of Proposed Management and Insiders
27. The Debtors have disclosed, or will disclose in the Plan Supplement prior to the Effective Date, the following information in compliance with Section 1129(a)(5) of the Bankruptcy Code: (a) the identity and affiliations of each individual proposed to serve as a director, officer, or manager of the reorganized Debtors after the Effective Date; and (b) the identity of, and the nature and amount of compensation to be paid to, any insider who will be retained or employed by the reorganized Debtors following confirmation.
28. Existing senior management of the Debtors, including Marcus J. Reinholdt (Chief Executive Officer), Dana Kowalski (Chief Financial Officer), and Preston Yee (General Counsel), are expected to continue to serve in their current roles with the reorganized Debtors, subject to the execution of new employment agreements on terms consistent with the Plan Supplement. The continuation of existing management is supported by the creditor constituencies and is consistent with preserving the going-concern operations of the Debtors' business.
29. The appointment of such individuals to serve as officers and directors of the reorganized Debtors is consistent with the interests of creditors and equity security holders of the reorganized Debtors and with public policy, as required by Section 1129(a)(5).
F. Section 1129(a)(6) — Rate Changes
30. The Plan does not provide for any changes in rates over which a governmental regulatory commission has jurisdiction and which require regulatory approval after confirmation of the Plan. Accordingly, Section 1129(a)(6) of the Bankruptcy Code is satisfied or is otherwise inapplicable to the Chapter 11 Cases.
G. Section 1129(a)(7) — Best Interests of Creditors Test
31. With respect to each impaired class of Claims or Interests, each holder of a Claim or Interest in such class that has not voted to accept the Plan will receive or retain under the Plan, on account of such Claim or Interest, property of a value, as of the Effective Date of the Plan, that is not less than the amount that such holder would so receive or retain if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code on such date.
32. The Liquidation Analysis prepared by Aldersgate Advisory Group LLC and set forth as an exhibit to the Disclosure Statement demonstrates that the estimated aggregate liquidation value of the Debtors' assets in a hypothetical Chapter 7 liquidation scenario is between $96,200,000 and $112,500,000, with a midpoint of $104,400,000. Such analysis accounts for the costs and expenses of a Chapter 7 trustee, wind-down costs, the discount attributable to forced or distressed asset sales, and the diminution in value that would result from the cessation of the Debtors' operations.
33. The Court finds the following with respect to each impaired class:
(i) Class 2 (First Lien Secured Claims). The aggregate amount of allowed Class 2 First Lien Secured Claims is $191,300,000, consisting of $158,700,000 outstanding under the first lien term loan and $32,600,000 drawn under the revolving credit facility. Under a Chapter 7 liquidation at the midpoint estimate of $104,400,000, holders of Class 2 First Lien Secured Claims would recover approximately 54.6% on account of their claims, after accounting for payment of administrative and priority claims and the costs of liquidation. Under the Plan, holders of Class 2 Claims will receive 92% of the Reorganized Equity plus $12,500,000 in new first lien take-back debt. Based on the midpoint reorganized enterprise value of $195,000,000, the estimated recovery for Class 2 is approximately 72% or higher (92% of reorganized equity valued at approximately $167,900,000, plus $12,500,000 in take-back debt), which substantially exceeds the estimated Chapter 7 recovery. The best interests test is satisfied with respect to Class 2.
(ii) Class 3 (Second Lien Secured Claims). The aggregate amount of allowed Class 3 Second Lien Secured Claims is $59,900,000, consisting of $56,000,000 in principal outstanding under the Debtors' 9.75% Senior Secured Second Lien Notes due 2024 (CUSIP 22761TAA3) plus $3,900,000 in accrued and unpaid interest, including default rate interest. Under a Chapter 7 liquidation at the midpoint estimate, holders of Class 3 Claims would receive zero recovery, as the proceeds of liquidation would be insufficient to satisfy the Class 2 First Lien Secured Claims in full, leaving no residual value for the second lien holders. Under the Plan, holders of Class 3 Claims will receive 8% of the Reorganized Equity (valued at approximately $14,600,000 at midpoint) plus warrants to purchase an additional 5% of the Reorganized Equity, providing significant value that would not be available in a Chapter 7 scenario. The best interests test is satisfied with respect to Class 3.
(iii) Class 4 (General Unsecured Claims). The aggregate amount of allowed Class 4 General Unsecured Claims is $14,800,000. Under a Chapter 7 liquidation, holders of Class 4 Claims would receive zero recovery, as the proceeds of liquidation would be insufficient to satisfy the secured claims in full. Under the Plan, holders of Class 4 Claims will receive a pro rata share of a $1,500,000 cash pool, resulting in an estimated recovery of approximately 10.1%. The best interests test is satisfied with respect to Class 4.
(iv) Class 6 (Existing Equity Interests). Thornfield Capital Partners LP holds all existing equity interests in CPS Holdings Inc. Under a Chapter 7 liquidation, holders of Class 6 Existing Equity Interests would receive zero recovery, as the proceeds of liquidation would be insufficient to satisfy any class of creditors in full. Under the Plan, Class 6 Existing Equity Interests are cancelled without any distribution on account thereof. Accordingly, holders of Class 6 Interests will receive the same recovery (i.e., zero) under both the Plan and a Chapter 7 liquidation, and the best interests test is satisfied with respect to Class 6.
34. The Plan satisfies the best interests test set forth in Section 1129(a)(7) with respect to each impaired class of Claims and Interests.
H. Section 1129(a)(8) — Acceptance by Each Impaired Class
35. All impaired classes of Claims entitled to vote on the Plan have accepted the Plan within the meaning of Section 1126(c) of the Bankruptcy Code, which requires acceptance by holders of at least two-thirds in amount and more than one-half in number of the allowed claims of each class that vote on the Plan.
36. As certified by the Tabulation Declaration of Pinnacle Claims Administration LLC, the voting results for each impaired class entitled to vote are as follows:
37. Each of Classes 2, 3, and 4 has accepted the Plan by the requisite majorities prescribed by Section 1126(c) of the Bankruptcy Code.
38. Class 1 (Other Priority Claims) and Class 5 (Intercompany Claims) are unimpaired under the Plan and are conclusively presumed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Accordingly, holders of Claims in Classes 1 and 5 were not entitled to vote on the Plan.
39. Class 6 (Existing Equity Interests) is impaired under the Plan and is deemed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code, as holders of Class 6 Interests will not receive or retain any property on account of such interests under the Plan.
40. Because at least one impaired class of Claims, determined without including any acceptance of the Plan by insiders, has accepted the Plan (each of Classes 2, 3, and 4), the requirements of Section 1129(a)(10) of the Bankruptcy Code are also satisfied, as discussed further below.
41. To the extent that Section 1129(a)(8) is not satisfied with respect to Class 6 (which is deemed to reject the Plan), the Plan is nonetheless confirmable under the "cramdown" provisions of Section 1129(b) of the Bankruptcy Code, as set forth in Section II.O of this Order.
I. Section 1129(a)(9) — Treatment of Administrative and Priority Claims
42. The Plan provides for the treatment of administrative expense claims, priority tax claims, and other priority claims as required by Section 1129(a)(9) of the Bankruptcy Code. Specifically, the Plan provides that all allowed administrative expense claims, all allowed priority tax claims, and all other allowed priority claims shall be paid in full in cash on the Effective Date of the Plan, or as soon as reasonably practicable thereafter, or on such other terms as may be agreed to by the holder of such Claim and the Debtors or the reorganized Debtors.
43. Administrative expense claims entitled to payment under Section 1129(a)(9)(A) include, without limitation: (a) allowed professional fee claims, which shall be paid upon final allowance by this Court following the submission of final fee applications; (b) all obligations arising under the DIP Credit Agreement (defined below); and (c) post-petition trade claims and other administrative claims arising in the ordinary course of the Debtors' business during the pendency of the Chapter 11 Cases.
44. The DIP facility, consisting of a $30,000,000 superpriority revolving credit facility with Ridgeline National Bank, N.A. as administrative agent (at SOFR plus 500 basis points), was approved by this Court on June 24, 2022, pursuant to Sections 363, 364(c), and 364(d) of the Bankruptcy Code. All obligations arising under the DIP Credit Agreement, including all accrued and unpaid interest, fees, expenses, and other obligations, shall be paid in full in cash on the Effective Date of the Plan.
45. The treatment of administrative expense claims, priority tax claims, and other priority claims under the Plan satisfies the requirements of Section 1129(a)(9) of the Bankruptcy Code in all respects.
J. Section 1129(a)(10) — Acceptance by at Least One Impaired Class (Excluding Insiders)
46. At least one impaired class of Claims has accepted the Plan, determined without including any acceptance of the Plan by any insider of the Debtors, as required by Section 1129(a)(10) of the Bankruptcy Code.
47. Each of Classes 2, 3, and 4 — all of which are impaired under the Plan — has accepted the Plan by the requisite majorities prescribed by Section 1126(c) of the Bankruptcy Code, and none of the accepting holders in such classes are insiders of the Debtors within the meaning of Section 101(31) of the Bankruptcy Code. Accordingly, the requirements of Section 1129(a)(10) are satisfied.
K. Section 1129(a)(11) — Feasibility
48. Confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtors or any successor to the Debtors under the Plan, other than such reorganization as may be contemplated by the Plan itself. The Plan therefore satisfies the feasibility requirement of Section 1129(a)(11) of the Bankruptcy Code.
49. The feasibility of the Plan is supported by the financial projections and analysis prepared by Aldersgate Advisory Group LLC (lead managing director Priya Narayanan), as set forth in the Disclosure Statement and the Narayanan Declaration. Such projections were prepared on a reasonable basis, reflect reasonable assumptions regarding the reorganized Debtors' future business operations, and demonstrate that the reorganized Debtors will have sufficient cash flow and liquidity to meet their obligations under the Plan.
50. The reorganized Debtors' projected fiscal year 2023 ("FY2023") EBITDA is $36,500,000, which is more than sufficient to service the $12,500,000 New First Lien Take-Back Term Loan. The New First Lien Take-Back Term Loan provides for quarterly amortization payments of $31,250, totaling $125,000 per annum (representing 1.00% annual amortization), with the remaining principal balance due and payable at maturity on August 31, 2028. The projected debt service coverage ratio on the New First Lien Take-Back Term Loan (including both principal and interest payments) is well in excess of 2.0x, providing a substantial cushion for the reorganized Debtors.
51. The reorganized enterprise value at the midpoint is $195,000,000, within a range of $180,000,000 to $210,000,000, implying a total enterprise value to EBITDA multiple of approximately 5.3x on projected FY2023 EBITDA. Such valuation is consistent with the valuation analysis presented in the Narayanan Declaration and supported by comparable company and comparable transaction methodologies.
52. The reorganized Debtors will emerge from Chapter 11 with a significantly deleveraged balance sheet. Total funded indebtedness will be reduced from $247,300,000 (consisting of the first lien term loan, the drawn revolving credit facility, and the second lien notes) to $12,500,000 (consisting solely of the New First Lien Take-Back Term Loan). This substantial reduction in leverage will provide the reorganized Debtors with the financial flexibility necessary to operate their business, invest in capital improvements, and service their reduced debt obligations.
53. The Debtors' four manufacturing facilities, located in Akron, Ohio; Evansville, Indiana; Baton Rouge, Louisiana; and Ravenna, Ohio, will continue their operations without disruption. All essential commercial relationships will be preserved, including the resin supply agreement with Northstar Polymers Inc. and equipment leases with Meridian Industrial Leasing Corp., each of which will be assumed pursuant to the Plan. The continued operation of these facilities and the preservation of these relationships are critical to the feasibility of the Plan and the long-term success of the reorganized Debtors.
L. Section 1129(a)(12) — Payment of Fees
54. All fees payable under 28 U.S.C. § 1930, including all quarterly fees due to the United States Trustee, have been paid or will be paid on or before the Effective Date of the Plan, as required by Section 1129(a)(12) of the Bankruptcy Code. The Debtors shall continue to pay any such fees that accrue after the Effective Date until entry of a final decree closing the Chapter 11 Cases or until the Chapter 11 Cases are converted or dismissed, whichever occurs first.
M. Section 1129(a)(13) — Continuation of Retiree Benefits
55. The Plan provides for the continuation of all retiree benefits, if any, at the level required by Section 1114 of the Bankruptcy Code for the duration of the period for which the Debtors have obligated themselves to provide such benefits. To the extent the Debtors do not maintain retiree benefit obligations within the meaning of Section 1114, this provision is inapplicable.
N. Section 1129(a)(14)–(16) — Domestic Support Obligations, Individual Debtors, and Transfer Taxes
56. Sections 1129(a)(14) and (a)(15) of the Bankruptcy Code are not applicable to the Chapter 11 Cases, as neither of the Debtors is an individual.
57. Section 1129(a)(16) of the Bankruptcy Code is satisfied. All transfers of property under the Plan shall be made in accordance with applicable provisions of non-bankruptcy law that govern the transfer of property by a corporation or other non-individual entity that is not a moneyed, business, or commercial corporation.
O. Section 1129(b) — Cramdown (If Applicable)
58. To the extent that Section 1129(a)(8) of the Bankruptcy Code is not satisfied with respect to any impaired class of Claims or Interests — specifically, Class 6 (Existing Equity Interests), which is deemed to have rejected the Plan pursuant to Section 1126(g) — the Plan nonetheless satisfies the requirements of Section 1129(b) of the Bankruptcy Code, such that the Plan is confirmable over the deemed rejection of Class 6.
59. The Plan does not discriminate unfairly against Class 6. Class 6 is the most junior class in the Plan's priority structure, and the treatment of Class 6 (cancellation of all existing equity interests without any distribution) is appropriate in light of the Debtors' insolvency and the fact that all senior classes of Claims are either impaired or receiving less than full recovery on their allowed claims.
60. The Plan is fair and equitable with respect to Class 6 within the meaning of Section 1129(b)(2)(C) of the Bankruptcy Code. No holder of any interest that is junior to the interests in Class 6 will receive or retain any property under the Plan on account of such junior interest, and no holder of a Claim or Interest that is in a class senior to Class 6 is receiving more than full payment of such Claim or Interest. All existing equity interests of CPS Holdings Inc. held by Thornfield Capital Partners LP are cancelled as of the Effective Date without any recovery whatsoever. The absolute priority rule is fully satisfied.
61. Accordingly, all conditions for confirmation of the Plan under Section 1129(b) of the Bankruptcy Code have been met, and the Plan is confirmable notwithstanding the deemed rejection by Class 6.
III. FINDINGS REGARDING SPECIFIC PLAN PROVISIONS
A. Classification of Claims and Interests (Article III of the Plan)
62. The classification of Claims and Interests under the Plan, as set forth in Article III thereof, is reasonable, complies with Section 1122 of the Bankruptcy Code, and is in the best interests of all stakeholders. The following is a summary of each class, its treatment, and estimated recovery:
63. The Court notes that the Class 3 Second Lien Secured Claims of $59,900,000 represent $56,000,000 in principal outstanding under the Debtors' 9.75% Senior Secured Second Lien Notes due 2024 (CUSIP 22761TAA3), plus $3,900,000 in accrued and unpaid interest, including interest at the applicable default rate. Continental Fiduciary Trust Company serves as indenture trustee under the Second Lien Notes Indenture.
64. The Class 2 First Lien Secured Claims of $191,300,000 consist of $158,700,000 outstanding under the first lien term loan credit agreement and $32,600,000 drawn under the first lien revolving credit facility.
B. Treatment of Administrative Expense Claims and DIP Facility Claims
65. The treatment of administrative expense claims, as set forth in the Plan, is approved. All allowed administrative expense claims shall be paid in full in cash on the Effective Date of the Plan, or as soon as reasonably practicable thereafter, or on such other terms as may be agreed to by the holder of such claim and the Debtors or the reorganized Debtors.
66. All obligations arising under the DIP Credit Agreement, dated June 24, 2022, pursuant to which Ridgeline National Bank, N.A. (as administrative agent) provided a $30,000,000 superpriority revolving credit facility to the Debtors (at SOFR plus 500 basis points, with a commitment fee of $450,000 and a closing fee of $600,000), shall be paid in full in cash on the Effective Date. Such payment shall include all outstanding principal, accrued and unpaid interest, fees, expenses, and all other amounts due and owing under the DIP Credit Agreement and related documents as of the Effective Date. Upon such payment, the DIP Credit Agreement and all liens and security interests granted in connection therewith shall be terminated and released.
67. Professional fee claims shall be paid upon final allowance by this Court following the submission of final fee applications in accordance with Sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, and any applicable orders of this Court. The Debtors or the reorganized Debtors shall establish a professional fee escrow account on the Effective Date in an amount sufficient to pay all estimated professional fee claims, pending final allowance.
C. Executory Contracts and Unexpired Leases
68. The treatment of executory contracts and unexpired leases, as set forth in Article V of the Plan and the Plan Supplement, is approved. The Debtors are authorized to assume, assume and assign, or reject executory contracts and unexpired leases in accordance with the Plan and the Plan Supplement.
69. The following executory contracts and unexpired leases are assumed pursuant to the Plan, effective as of the Effective Date:
(i) Resin Supply Agreement with Northstar Polymers Inc., dated March 1, 2019 — assumed. The Debtors have determined that this supply agreement is essential to the continued operation of their specialty chemical packaging and industrial containment manufacturing business. No cure amount is required.
(ii) Master Equipment Lease with Meridian Industrial Leasing Corp. (monthly payment of $87,500) — assumed. This lease covers critical manufacturing equipment at multiple Debtor facilities. No cure amount is required.
(iii) Warehouse Lease at 900 Darrow Road, Akron, OH 44305, with Benchmark Real Estate Holdings LLC (monthly rent of $42,000; lease expiration date of December 31, 2025) — assumed. The cure amount required in connection with the assumption of this lease is $126,000, representing three (3) months of pre-petition rental arrears. The cure amount of $126,000 is approved and shall be paid on the Effective Date or as soon as reasonably practicable thereafter.
70. All cure amounts identified in the Plan Supplement in connection with the assumption of executory contracts and unexpired leases are approved and shall be paid on the Effective Date or as soon as reasonably practicable thereafter. The payment of such cure amounts shall satisfy all obligations of the Debtors and the reorganized Debtors arising under Section 365(b)(1) of the Bankruptcy Code with respect to the assumed contracts and leases.
71. Any executory contracts and unexpired leases of the Debtors that are not expressly listed on the schedule of assumed contracts and leases in the Plan Supplement, and that have not otherwise been assumed, assumed and assigned, or rejected by prior order of this Court, shall be deemed rejected as of the Effective Date of the Plan. Any claims arising from such rejection must be filed with this Court within thirty (30) days after the Effective Date or such claims shall be forever barred.
D. New First Lien Take-Back Term Loan
72. The entry by reorganized Crestline Packaging Solutions LLC into the New First Lien Take-Back Term Loan Credit Agreement, substantially in the form attached to the Plan Supplement, is approved. The material terms of the New First Lien Take-Back Term Loan are as follows:
• Borrower: Reorganized Crestline Packaging Solutions LLC
• Administrative Agent: Ridgeline National Bank, N.A.
• Principal Amount: $12,500,000
• Interest Rate: SOFR plus 550 basis points, with a 1.00% SOFR floor
• Maturity Date: August 31, 2028
• Amortization: 1.00% per annum ($31,250 per quarter)
• Collateral: First-priority lien on substantially all assets of the reorganized Debtors
• Guarantors: As set forth in the New First Lien Take-Back Term Loan Credit Agreement
73. The reorganized Debtors are authorized to execute, deliver, and perform all of their obligations under the New First Lien Take-Back Term Loan Credit Agreement and all ancillary documents, instruments, and agreements related thereto. All liens and security interests granted pursuant to the New First Lien Take-Back Term Loan Credit Agreement are hereby approved, valid, binding, enforceable, and perfected, and shall not be subject to avoidance, recharacterization, or subordination under any applicable law.
E. Management Incentive Plan
74. The establishment of the Management Incentive Plan, reserving ten percent (10%) of the Reorganized Equity for issuance to key management personnel of the reorganized Debtors following the Effective Date, is approved.
75. The specific participants in the MIP, the allocation of equity awards among such participants, and the specific terms and conditions of any grants or awards under the MIP shall be determined by the reorganized board of directors following the Effective Date, in its reasonable discretion.
76. The vesting terms of the MIP shall be as follows: fifty percent (50%) of any grants or awards under the MIP shall be subject to time-based vesting on a three-year cliff basis, and fifty percent (50%) shall be subject to performance-based vesting tied to the achievement of EBITDA targets to be established by the reorganized board of directors.
77. The MIP shall dilute all classes of Reorganized Equity on a pro rata basis, including the equity distributed to holders of Class 2 First Lien Secured Claims, Class 3 Second Lien Secured Claims, and the warrants issued to holders of Class 3 Claims.
F. D&O Insurance
78. The Debtors are authorized to maintain, and the reorganized Debtors shall maintain, the directors' and officers' liability tail insurance policy (the "D&O Tail Policy") issued by Apex Indemnity Insurance Company, providing aggregate coverage of $15,000,000, with a tail premium of $1,200,000. The D&O Tail Policy provides coverage for claims arising from acts or omissions occurring prior to the Effective Date.
79. The payment of the tail premium of $1,200,000 for the D&O Tail Policy is approved and authorized. Such payment shall constitute an allowed administrative expense of the Debtors' estates.
G. Vesting of Assets
80. On the Effective Date of the Plan, all property of the estates of the Debtors shall vest in the reorganized Debtors, free and clear of all liens, claims, charges, encumbrances, and interests of any kind or nature, except as otherwise expressly provided in the Plan or this Order, including the liens securing the New First Lien Take-Back Term Loan Credit Agreement. The reorganized Debtors shall be entitled to operate their business and use, acquire, and dispose of their property and settle and compromise claims and interests without the supervision of this Court, free of any restrictions imposed by the Bankruptcy Code or the Bankruptcy Rules, other than those restrictions expressly imposed by the Plan, this Order, or the documents executed in connection therewith.
IV. RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS
A. Releases by the Debtors
81. On the Effective Date of the Plan, and to the fullest extent permitted by applicable law, the Debtors, the reorganized Debtors, and their respective estates shall be deemed to have unconditionally and irrevocably released and discharged all Released Parties (as defined in the Plan) from any and all claims, obligations, suits, judgments, damages, demands, debts, rights, remedies, causes of action, and liabilities of any kind or nature whatsoever (including any derivative claims asserted or assertable on behalf of the Debtors or their estates), whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity, or otherwise, that are based upon, relate to, or arise from, in whole or in part, any act, omission, transaction, event, or other occurrence taking place on or before the Effective Date, in any way relating to the Debtors, the Chapter 11 Cases, the Plan, the Disclosure Statement, the RSA, or any transaction contemplated by the foregoing.
82. The Released Parties include, without limitation: (a) the current and former directors and officers of the Debtors, including Marcus J. Reinholdt, Dana Kowalski, and Preston Yee; (b) Thornfield Capital Partners LP and its principals, including Julian Ashford and Rebecca Strand; (c) Ridgeline National Bank, N.A., in its capacities as DIP administrative agent and agent under the New First Lien Take-Back Term Loan Credit Agreement; (d) the members of the Ad Hoc Group of First Lien Lenders and their respective advisors; (e) the members of the Ad Hoc Group of Second Lien Noteholders and their respective advisors; (f) Continental Fiduciary Trust Company, as indenture trustee under the Second Lien Notes Indenture; and (g) each of the foregoing parties' respective current and former professionals, advisors, agents, representatives, successors, and assigns.
83. The Debtor releases are appropriate and warranted under the circumstances of these Chapter 11 Cases. The Court finds that the Debtor releases were given as part of arm's-length negotiations among sophisticated parties, are an integral and essential component of the overall restructuring transaction embodied in the Plan, and represent the exercise of sound business judgment by the Debtors. The Debtors have demonstrated adequate consideration for the releases, and the releases are in the best interests of the Debtors, their estates, and all stakeholders.
B. Third-Party Releases
84. On the Effective Date of the Plan, and to the fullest extent permitted by applicable law, each holder of a Claim or Interest that (i) voted to accept the Plan, (ii) is deemed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code, or (iii) is the holder of an Interest in Class 6 that is deemed to have rejected the Plan, and in each case did not affirmatively elect to opt out of the third-party release provisions on a timely and properly completed ballot or in a written notice filed with the Court prior to the voting deadline, shall be deemed to have unconditionally and irrevocably released and discharged all Released Parties from any and all claims, obligations, suits, judgments, damages, demands, debts, rights, remedies, causes of action, and liabilities of any kind or nature whatsoever that are based upon, relate to, or arise from, in whole or in part, the Debtors, the Chapter 11 Cases, the Plan, the Disclosure Statement, the RSA, or any transaction contemplated by the foregoing.
85. The third-party releases are consensual in nature and were prominently disclosed in the Disclosure Statement and on the ballots distributed to holders of Claims and Interests entitled to vote on the Plan. Each ballot included a clear and conspicuous description of the third-party release provisions and provided holders with an affirmative opt-out mechanism. The Court finds that the third-party releases satisfy applicable legal standards in this Circuit and are appropriate in light of the circumstances of these Chapter 11 Cases.
C. Exculpation.
86. The Exculpated Parties (as defined in the Plan), including the Debtors, the reorganized Debtors, and their respective current and former officers, directors, employees, agents, and professionals, shall not have or incur any liability for any claim, cause of action, or liability to any entity for any act or omission arising in connection with, relating to, or arising out of the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the RSA, the Disclosure Statement, the Plan, the Plan Supplement, or any related document, contract, instrument, release, or other agreement or document created or entered into in connection with any of the foregoing, the solicitation of votes on the Plan, the pursuit of confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, except for any act or omission that is determined by a Final Order to have constituted willful misconduct, actual fraud, or gross negligence.
87. The Exculpated Parties specifically include the following professionals: Calderwood & Harkness LLP; Kellner & Hartwick LLP; Aldersgate Advisory Group LLC; Dralvecen Reyes Linley CPAs LLP & Associates LLP; Pinnacle Claims Administration LLC; Hargrove, Mitchell & Saunders LLP (counsel to the Ad Hoc Group of First Lien Lenders); and Pemberton & Locke LLP (counsel to the Ad Hoc Group of Second Lien Noteholders).
88. The exculpation provisions of the Plan are appropriate and customary in Chapter 11 cases and serve the important policy objective of encouraging professionals and fiduciaries to serve in good faith in connection with the restructuring process.
D. Injunction.
89. Except as otherwise expressly provided in the Plan or in this Order, all entities that have held, hold, or may hold Claims against or Interests in the Debtors are permanently enjoined, from and after the Effective Date, from: (a) commencing or continuing in any manner any action or other proceeding of any kind against the Debtors, the reorganized Debtors, or the Released Parties, or their respective property, with respect to any Claim, Interest, or cause of action released, discharged, or exculpated under the Plan or this Order; (b) enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or order against the Debtors, the reorganized Debtors, or the Released Parties, or their respective property, with respect to any such Claim, Interest, or cause of action; (c) creating, perfecting, or enforcing any lien or encumbrance against the Debtors, the reorganized Debtors, or the Released Parties, or their respective property, with respect to any such Claim, Interest, or cause of action; (d) asserting any right of setoff, subrogation, or recoupment of any kind against any obligation due the Debtors, the reorganized Debtors, or the Released Parties, or their respective property, with respect to any such Claim, Interest, or cause of action; and (e) commencing or continuing in any manner any action or other proceeding of any kind against any party so released or exculpated.
90. The injunction provisions are consistent with the discharge provided under Section 1141 of the Bankruptcy Code and are necessary and appropriate to protect the reorganized Debtors and the Released Parties and to effectuate the Plan.
V. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE
91. The Effective Date of the Plan shall occur on the first business day on which all of the following conditions have been satisfied or waived in accordance with the terms of the Plan:
(a) This Confirmation Order shall have been entered by this Court and shall have become a Final Order, as defined in the Plan; provided, however, that the Debtors may, in their sole discretion, waive the requirement that this Confirmation Order be a Final Order and cause the Effective Date to occur notwithstanding the pendency of any appeal or request for reconsideration of this Confirmation Order, so long as this Confirmation Order has not been stayed;
(b) The New First Lien Take-Back Term Loan Credit Agreement, substantially in the form included in the Plan Supplement, shall have been executed and delivered by all parties thereto, and all conditions precedent to the initial borrowing thereunder (if any) shall have been satisfied or waived in accordance with the terms thereof;
(c) All documents and agreements comprising the Plan Supplement, including the new organizational documents for reorganized Crestline Packaging Solutions LLC (including the amended and restated limited liability company agreement or operating agreement), shall have been executed and delivered by all parties thereto;
(d) All obligations arising under the DIP Credit Agreement with Ridgeline National Bank, N.A. shall have been indefeasibly paid in full in cash, and all commitments thereunder shall have been terminated;
(e) All administrative expense claims that have been approved for payment on the Effective Date shall have been paid in full in cash, or adequate provision shall have been made for such payment;
(f) All governmental and regulatory approvals, authorizations, consents, and filings, if any, necessary to effectuate the Plan and the transactions contemplated thereby shall have been obtained, made, or waived, in each case to the extent required;
(g) The D&O tail insurance policy issued by Apex Indemnity Insurance Company, providing aggregate coverage of $15,000,000, shall remain in full force and effect; and
(h) All other actions, documents, and agreements necessary to implement the Plan shall have been effected or executed and delivered.
92. The conditions set forth above may be waived in whole or in part by the Debtors, with the written consent of the Required Consenting Parties (as defined in the RSA), without further order of this Court, notice, or a hearing, except as otherwise expressly provided in the Plan.
VI. RETENTION OF JURISDICTION
93. Notwithstanding the entry of this Confirmation Order and the occurrence of the Effective Date of the Plan, this Court shall retain exclusive jurisdiction over the Chapter 11 Cases and all matters arising out of, or related to, the Chapter 11 Cases and the Plan to the fullest extent permitted by applicable law, including but not limited to jurisdiction to:
(a) Resolve any disputes regarding the allowance, disallowance, determination, estimation, liquidation, classification, or priority of Claims or Interests, including the resolution of any request for payment of any Claim or Interest and the resolution of any objection to the allowance, priority, or classification of any Claim or Interest;
(b) Hear and determine all applications for compensation and reimbursement of professional fees and expenses arising under Sections 330, 331, and 503(b) of the Bankruptcy Code, and any other applications for fees and expenses authorized to be paid or reimbursed under the Plan;
(c) Resolve any disputes arising under, or related to, the Plan, this Confirmation Order, and any of the Plan Supplement documents, including any disputes regarding the interpretation, implementation, enforcement, or consummation of the Plan and this Order;
(d) Hear and determine matters concerning the assumption, assumption and assignment, or rejection of executory contracts and unexpired leases, including the determination of cure amounts, the resolution of any objections thereto, and the enforcement of the provisions of the Plan and this Order relating to such contracts and leases;
(e) Modify the Plan pursuant to Section 1127 of the Bankruptcy Code, to the extent permitted by law, or remedy any defect or omission or reconcile any inconsistency in the Plan, the Disclosure Statement, or this Confirmation Order in such manner as may be necessary to carry out the purposes and intent of the Plan;
(f) Enter a final decree closing the Chapter 11 Cases pursuant to Section 350(a) of the Bankruptcy Code and Bankruptcy Rule 3022, and determine any and all matters that may arise in connection with or relate to the foregoing;
(g) Enforce the releases, exculpation, and injunction provisions of the Plan and this Order, including by issuing injunctive or other relief as may be appropriate to prevent interference with the implementation or consummation of the Plan;
(h) Resolve any disputes regarding the interpretation, implementation, or enforcement of the New First Lien Take-Back Term Loan Credit Agreement and related documents to the extent such disputes relate to the Plan, this Confirmation Order, or any rights or obligations arising under or in connection with the Plan;
(i) Adjudicate, determine, or otherwise resolve any and all causes of action, adversary proceedings, contested matters, and any other matters that may exist on behalf of the Debtors or their estates, whether pending on or after the Effective Date; and
(j) Hear and determine any other matter not inconsistent with the Bankruptcy Code and Title 28 of the United States Code that may arise in connection with or related to the Plan, this Order, or the Chapter 11 Cases.
VII. MISCELLANEOUS PROVISIONS
A. Binding Effect
94. The Plan and this Confirmation Order shall be binding upon and inure to the benefit of the Debtors, the reorganized Debtors, all holders of Claims and Interests (whether or not impaired under the Plan, whether or not such holders voted to accept or reject the Plan, and whether or not such holders are entitled to receive or have received any distribution under the Plan), all Released Parties, all Exculpated Parties, and all other parties in interest, and their respective heirs, executors, administrators, successors, and assigns. The Plan and this Confirmation Order shall be binding upon all entities that are affected by the Plan, including governmental units, to the fullest extent permitted by applicable law.
B. Effectiveness of Plan Documents
95. All documents and agreements set forth in the Plan Supplement, including, without limitation, the new organizational documents for reorganized Crestline Packaging Solutions LLC, the New First Lien Take-Back Term Loan Credit Agreement, the Management Incentive Plan, and all other agreements, instruments, and documents contemplated by the Plan, are approved in all respects. The Debtors and the reorganized Debtors are authorized to execute, deliver, file, and record all such documents and agreements, and to take all actions contemplated thereby, without further order of this Court, and such documents and agreements shall be in full force and effect upon execution and delivery.
C. Exemption from Transfer Taxes
96. Pursuant to Section 1146(a) of the Bankruptcy Code, the making, delivery, or recording of any instrument of transfer, including any deed, bill of sale, assignment, or other instrument of transfer, under, in furtherance of, or in connection with the Plan, including any merger agreements, agreements of consolidation, restructuring, disposition, liquidation, or dissolution, deeds, bills of sale, assignments, or any other transfers executed in connection with any transaction arising out of, contemplated by, or in any way related to the Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, or other similar tax or governmental assessment, and the appropriate state or local governmental officials or agents are hereby directed to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment

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

I. JURISDICTION AND VENUE

III. FINDINGS REGARDING SPECIFIC PLAN PROVISIONS

IV. RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS

V. CONDITIONS PRECEDENT TO THE EFFECTIVE DATE

VI. RETENTION OF JURISDICTION

VII. MISCELLANEOUS PROVISIONS

Record

Parties

Dates

Amounts