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UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION

In re:

CRESTLINE PACKAGING SOLUTIONS LLC, et al.,

Debtors.

Case No. 22-51247

Chapter 11

(Jointly Administered)

DEBTORS' MOTION FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF PINNACLE CLAIMS ADMINISTRATION LLC AS CLAIMS AND NOTICING AGENT, EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

The above-captioned debtors and debtors in possession (collectively, the "Debtors") respectfully represent as follows in support of this Motion:

I. PRELIMINARY STATEMENT

1. On June 20, 2022 (the "Petition Date"), 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"), each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Northern District of Ohio (the "Court"). These chapter 11 cases are being jointly administered for procedural purposes pursuant to Bankruptcy Rule 1015(b).

2. The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or official committee of unsecured creditors has been appointed in these cases as of the date hereof.

3. By this motion (the "Motion"), the Debtors seek entry of an order, substantially in the form attached hereto as Exhibit B (the "Proposed Order"), pursuant to 28 U.S.C. § 156(c), the Local Rules of the United States Bankruptcy Court for the Northern District of Ohio (the "Local Rules"), and the Court's inherent authority, authorizing the retention and employment of Pinnacle Claims Administration LLC ("Pinnacle"), as claims and noticing agent in these chapter 11 cases, effective nunc pro tunc to the Petition Date.

4. As described more fully below, the appointment of Pinnacle as claims and noticing agent is necessary and appropriate in light of the anticipated number of creditors and parties in interest in these cases, the complexity of the prepackaged plan process that the Debtors are pursuing, and the critical need for efficient, accurate, and timely administration of the claims register, service of notices, distribution of solicitation materials, and tabulation of votes. The Debtors' creditor body includes approximately 1,420 employees, hundreds of trade vendors and other commercial counterparties, and institutional creditors across multiple tranches of secured debt. Delegating the claims and noticing functions to a qualified private agent will ensure compliance with the Debtors' Restructuring Support Agreement milestones and will relieve the Clerk of Court of the substantial administrative burden that these cases would otherwise impose.

II. JURISDICTION AND VENUE

5. This Court has jurisdiction to consider and determine this Motion pursuant to 28 U.S.C. §§ 157 and 1334, and the General Order of Reference entered by the United States District Court for the Northern District of Ohio.

6. This is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). The Debtors confirm that they consent to the entry of a final order by this Court with respect to this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution.

7. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. The Debtors' principal place of business, including the corporate headquarters and primary manufacturing operations, is located within this judicial district.

8. The statutory and legal predicates for the relief requested herein are 28 U.S.C. § 156(c) and the Local Rules of this Court, which authorize the Clerk of Court to delegate to private entities the responsibility for maintaining the claims register and providing notice in chapter 11 cases where the conditions of the case so warrant.

III. BACKGROUND

A. The Debtors' Business

9. Crestline Packaging Solutions LLC ("Crestline" or the "Company") is an Ohio-headquartered manufacturer of specialty chemical packaging and industrial containment products. The Company designs, manufactures, and distributes a comprehensive range of packaging solutions, including high-density polyethylene ("HDPE") drums, intermediate bulk containers ("IBCs"), steel pails, and specialty containment vessels. These products are engineered for the safe storage and transportation of chemical, petrochemical, and agricultural commodities, and are manufactured in accordance with applicable Department of Transportation, Environmental Protection Agency, and United Nations packaging performance standards.

10. The Company's products serve a diversified customer base across the chemical manufacturing, petrochemical refining, and agricultural chemical sectors. Crestline maintains long-standing relationships with many of its key customers, several of which have been purchasing the Company's products for more than a decade. The Company's end-market diversification and the essential, consumable nature of its products have historically supported relatively stable demand, although, as discussed below, recent macroeconomic conditions have placed significant pressure on the Company's margins.

11. The Debtors operate four manufacturing facilities strategically located to serve their principal end markets:

(a) Plant 1 (Headquarters): 4710 Industrial Corridor Drive, Akron, OH 44308. This facility serves as the Company's corporate headquarters and is the primary site for HDPE drum manufacturing. Plant 1 employs approximately 480 individuals, including all corporate administrative and management personnel.

(b) Plant 2: 2255 Commerce Parkway, Evansville, IN 47725. This facility is the Company's center for IBC and steel pail manufacturing, employing approximately 390 individuals. Plant 2 was expanded in 2019 to increase IBC production capacity by approximately 25%.

(c) Plant 3: 8100 River Road, Baton Rouge, LA 70820. Plant 3 manufactures specialty containment vessels for the petrochemical industry and employs approximately 310 individuals. The Baton Rouge facility's proximity to the Gulf Coast refinery corridor provides a significant logistical advantage for the Company's specialty products.

(d) Plant 4: 1480 State Route 59, Ravenna, OH 44266. This facility houses the Company's extrusion and secondary processing operations, employing approximately 240 individuals. Plant 4 produces specialized resin extrusions and performs secondary finishing operations for products assembled at the other facilities.

12. In addition to the four manufacturing plants described above, the Debtors lease approximately 185,000 square feet of warehouse and distribution space at 900 Darrow Road, Akron, OH 44305, from Benchmark Real Estate Holdings LLC, under a lease agreement dated March 1, 2019, with an initial term expiring on February 28, 2024. This warehouse supports finished goods inventory management and outbound logistics for Plants 1 and 4.

13. As of the Petition Date, the Debtors employ approximately 1,420 individuals across all facilities, including salaried management, hourly production workers, sales and marketing personnel, and corporate administrative staff. The Debtors' workforce is not represented by any collective bargaining unit.

14. For the fiscal year ended December 31, 2021 ("FY2021"), the Debtors generated total revenue of approximately $312.6 million and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately $38.4 million. However, the Company's financial performance deteriorated materially during the first quarter of 2022 as a result of significant margin compression driven by escalating polyethylene resin costs, supply chain disruptions affecting steel and other raw material inputs, and inflationary pressures on labor and logistics costs. The Debtors' trailing twelve-month EBITDA as of the end of the first quarter of 2022 was approximately $29.1 million, representing a decline of approximately 24% from FY2021 levels.

B. The Chapter 11 Cases

15. Crestline Packaging Solutions LLC was formed in 2007 and operated as a portfolio company of its original founders until 2017. On October 13, 2017, Thornfield Capital Partners LP ("Thornfield"), a New York-based private equity sponsor, acquired Crestline through a leveraged buyout transaction at an aggregate enterprise value of approximately $410.0 million. In connection with the acquisition, Thornfield contributed approximately $163.0 million of equity capital, with the balance of the purchase price funded through the incurrence of approximately $247.0 million in new funded debt.

16. As of the Petition Date, the Debtors' total funded indebtedness was approximately $247.3 million, consisting of the following obligations:

(i) A revolving credit facility with commitments of $40.0 million, of which approximately $32.6 million was drawn as of the Petition Date, under that certain First Lien Credit Agreement, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the "First Lien Credit Agreement"), among Crestline Packaging Solutions LLC, as borrower, CPS Holdings Inc., as guarantor, Ridgeline National Bank, N.A., as administrative agent and collateral agent, and the lenders from time to time party thereto;

(ii) A first lien term loan in the original principal amount of $175.0 million, of which approximately $158.7 million remained outstanding as of the Petition Date, also under the First Lien Credit Agreement; and

(iii) $56.0 million in aggregate principal amount of 9.75% Senior Secured Second Lien Notes due 2024 (CUSIP 22761TAA3) (the "Second Lien Notes"), issued pursuant to that certain Indenture, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the "Indenture"), between Crestline Packaging Solutions LLC, as issuer, CPS Holdings Inc., as guarantor, and Continental Fiduciary Trust Company, as indenture trustee (the "Indenture Trustee").

17. Ridgeline National Bank, N.A. ("Ridgeline") serves as administrative agent and collateral agent under the First Lien Credit Agreement. Continental Fiduciary Trust Company (the "Indenture Trustee") serves as indenture trustee under the Indenture governing the Second Lien Notes.

18. The Debtors' financial deterioration in the first quarter of 2022 resulted in a breach of the maximum total leverage ratio maintenance covenant contained in Section 7.11 of the First Lien Credit Agreement. Specifically, as of March 31, 2022, the Debtors' actual total leverage ratio was approximately 8.50x, which materially exceeded the maximum permitted leverage ratio of 5.75x. On April 22, 2022, Ridgeline, acting at the direction of the required lenders under the First Lien Credit Agreement, delivered a formal Notice of Default to the Debtors, declaring an event of default under the First Lien Credit Agreement and reserving all rights and remedies available to the first lien lenders.

19. Following the delivery of the Notice of Default, the Debtors, together with their legal and financial advisors, engaged in intensive negotiations with their principal creditor constituencies regarding a consensual restructuring of the Debtors' balance sheet. On May 18, 2022, the Debtors and the consenting first lien lenders entered into a Forbearance Agreement (the "Forbearance Agreement"), pursuant to which the consenting first lien lenders agreed to forbear from exercising remedies in respect of the existing event of default for a limited period to permit the Debtors to finalize a restructuring transaction and prepare for a chapter 11 filing.

20. On June 20, 2022, the Debtors filed these chapter 11 cases in connection with a prepackaged plan of reorganization (the "Prepackaged Plan" or "Plan") that was negotiated among the Debtors, the Ad Hoc Group of First Lien Lenders (represented by Hargrove, Mitchell & Saunders LLP), the Ad Hoc Group of Second Lien Noteholders (represented by Pemberton & Locke LLP), and Thornfield Capital Partners LP. The Prepackaged Plan contemplates a comprehensive deleveraging transaction, including an equitization of a portion of the first lien debt, a recovery for second lien noteholders, and a cancellation of existing equity interests.

21. In furtherance of the prepackaged restructuring, the Debtors, the Ad Hoc Group of First Lien Lenders, the Ad Hoc Group of Second Lien Noteholders, and Thornfield executed a Restructuring Support Agreement (the "RSA") on July 8, 2022. The RSA establishes binding milestones governing the pace of these chapter 11 cases, including, inter alia: (a) entry of an order approving the Disclosure Statement within 45 days of the Petition Date; (b) entry of an order confirming the Plan within 90 days of the Petition Date; and (c) occurrence of the Effective Date of the Plan within 15 business days of the date of entry of the Confirmation Order. These milestones underscore the time-sensitive nature of these cases and the critical importance of retaining a qualified claims and noticing agent immediately upon the filing of these cases.

C. Need for a Claims and Noticing Agent

22. These chapter 11 cases involve a significant number of creditors, equity interest holders, and parties in interest. The Debtors' creditor body includes, without limitation: (a) holders of claims under the first lien revolving credit facility and first lien term loan, consisting of a syndicate of institutional lenders; (b) holders of the Second Lien Notes, consisting of institutional investors and certain crossover holders; (c) the Debtors' trade creditors and other general unsecured claimants, including hundreds of vendors, suppliers, service providers, and other commercial counterparties across four states; (d) the Debtors' approximately 1,420 employees, each of whom may hold claims for wages, benefits, and other employment-related obligations; and (e) various counterparties to executory contracts and unexpired leases, including the Debtors' warehouse lease with Benchmark Real Estate Holdings LLC and numerous equipment leases and service agreements.

23. In addition, the Court has authorized the Debtors to pay critical vendor claims in an aggregate amount of up to $6.8 million, further reflecting the breadth and complexity of the Debtors' commercial relationships and the multiplicity of parties with interests in these cases.

24. Given the prepackaged nature of these chapter 11 cases, the efficient and timely service of the Disclosure Statement and the Prepackaged Plan, proper distribution of ballots to holders of impaired claims entitled to vote, accurate tabulation of votes, and diligent maintenance of the claims register are essential to the Debtors' ability to meet the RSA milestones and achieve a prompt emergence from bankruptcy. Any delay or error in these administrative functions could jeopardize the consensual restructuring and cause significant harm to the Debtors' estates, their employees, and their creditors.

25. Distributing the claims and noticing responsibilities described herein to the Clerk of Court would place an undue and unwarranted burden on the Clerk's office, given the volume of notices, the number of creditors and parties in interest, and the specialized requirements of vote tabulation in a prepackaged chapter 11 case. The appointment of a qualified private claims and noticing agent is the appropriate means to ensure that these essential administrative functions are performed accurately, efficiently, and in a manner consistent with the expedited timeline of these cases.

IV. RELIEF REQUESTED

26. By this Motion, the Debtors respectfully request that the Court enter an order, substantially in the form of the Proposed Order attached hereto as Exhibit B, authorizing the retention and employment of Pinnacle Claims Administration LLC as claims and noticing agent in these chapter 11 cases, effective nunc pro tunc to the Petition Date (June 20, 2022), pursuant to 28 U.S.C. § 156(c) and the applicable Local Rules. The Debtors further request that the Court authorize Pinnacle to perform all of the claims and noticing services described in Section VI below, and that the Court authorize the Debtors to compensate Pinnacle for its services and reimburse its reasonable and documented expenses in accordance with the terms set forth in Section VII below.

V. PINNACLE'S QUALIFICATIONS

A. Corporate Information

27. Pinnacle Claims Administration LLC ("Pinnacle") is a limited liability company organized under the laws of the State of Minnesota. Pinnacle's principal office is located at 1010 Dale Street North, St. Paul, MN 55117. Pinnacle is a nationally recognized provider of claims administration, noticing, solicitation, and vote tabulation services in large chapter 11 cases.

B. Experience and Capabilities

28. Pinnacle has extensive experience serving as claims and noticing agent in complex chapter 11 cases in bankruptcy courts across the United States, including cases involving prepackaged plans of reorganization, prenegotiated plans, and traditional free-fall filings. Pinnacle has served in this capacity in cases in the Northern District of Ohio, as well as in the Southern District of New York, the District of Delaware, the Southern District of Texas, and numerous other jurisdictions.

29. Pinnacle maintains sophisticated proprietary systems and technological infrastructure for the electronic filing of proofs of claim, comprehensive claims register management, ballot distribution and collection, automated and manual vote tabulation, and the service of court papers and notices via first-class mail, email, and other methods as may be directed by the Court. Pinnacle's systems are designed to handle cases of significant size and complexity, and its personnel are trained in the specific requirements of chapter 11 cases, including the unique demands of prepackaged chapter 11 cases involving prepetition solicitation and post-petition vote confirmation and certification.

30. The Debtors selected Pinnacle after evaluating proposals from multiple claims and noticing agent providers. In the Debtors' business judgment, Pinnacle offers competitive pricing, demonstrated competence, and the technological capabilities and staffing resources necessary to meet the demanding timeline and administrative requirements of these prepackaged chapter 11 cases. The Debtors believe that Pinnacle's retention represents the best value to the estates and is in the best interests of all parties in interest.

C. Disinterestedness.

31. To the best of the Debtors' knowledge, information, and belief, formed after due inquiry, Pinnacle does not hold or represent any interest adverse to the Debtors, their estates, their creditors, or any other party in interest in these chapter 11 cases. Pinnacle has no connection to the Debtors, their affiliates, their creditors, their equity holders, the Office of the United States Trustee, or any other party in interest, except as may be disclosed in the declaration of Pinnacle to be filed in support of this Motion.

32. Pinnacle has conducted its own conflicts review and has advised the Debtors that it is prepared to file a declaration confirming its disinterestedness and the absence of adverse interests, as required by applicable law, the Bankruptcy Rules, and the Local Rules.

VI. SCOPE OF SERVICES

33. If this Motion is granted, Pinnacle will be authorized and directed to perform the following services in these chapter 11 cases, subject at all times to the supervision and direction of the Court and in accordance with all applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules:

A. Claims Register and Claims Administration

(a) Maintain the official claims register in these chapter 11 cases, including receiving, docketing, indexing, and maintaining all proofs of claim and proofs of interest filed by creditors and interest holders, whether filed in paper or electronic form.

(b) Record and maintain all transfers of claims and substitutions of claimants pursuant to Bankruptcy Rule 3001(e), and provide notice of any such transfers as required by applicable law and the Bankruptcy Rules.

(c) Provide secure, real-time, online access to the claims register for the Debtors, their counsel, the Court, the Office of the United States Trustee, any official committee appointed in these cases, and other parties in interest as may be authorized by the Court.

(d) Prepare and file periodic claims register reports with the Court, including reports summarizing claims filed by category, amount, and status, as may be required by the Court or reasonably requested by the Office of the United States Trustee.

(e) Coordinate with the Debtors, their counsel, and any official committee (if appointed) in connection with the claims reconciliation and objection process, including providing claims data and reports as reasonably requested.

B. Noticing Services

(a) Prepare and serve all required notices in these chapter 11 cases, including, without limitation: the notice of commencement of these chapter 11 cases and the meeting of creditors pursuant to section 341 of the Bankruptcy Code; notices of hearings on motions, applications, and other pleadings; bar date notices establishing deadlines for the filing of proofs of claim; and any other notices required under the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, or orders of this Court.

(b) Maintain a comprehensive master mailing list and service list in accordance with Bankruptcy Rules 2002 and 9010, including all creditors, equity interest holders, parties to executory contracts and unexpired leases, governmental entities, and other parties entitled to notice in these cases, and update such list as necessary to reflect changes in addresses, assignments, and other modifications.

(c) File certificates of service and affidavits of service with the Court promptly following each instance of service, as appropriate and required by applicable rules.

(d) Coordinate with the Debtors' counsel to ensure that all service is effected in compliance with applicable rules and within the timeframes prescribed by the Court and the Bankruptcy Rules.

C. Disclosure Statement and Plan Service

(a) Serve the Disclosure Statement (Dkt. 48) and the Prepackaged Plan of Reorganization (Dkt. 47), together with all exhibits, supplements, schedules, and related solicitation materials, upon all parties entitled to receive such documents under the Bankruptcy Code, the Bankruptcy Rules, and any order of this Court governing the solicitation process.

(b) Serve any amended, modified, or supplemental disclosure statement, plan, or solicitation materials that may be filed by the Debtors during the course of these chapter 11 cases.

(c) Maintain records documenting the date, manner, and recipients of service of all disclosure statement and plan materials, and make such records available to the Debtors, the Court, and parties in interest upon request.

D. Solicitation and Vote Tabulation

(a) Prepare and distribute ballots (including the Forms of Ballot for Classes 2, 3, and 4 under the Prepackaged Plan) to all holders of impaired claims entitled to vote on the Prepackaged Plan, in accordance with the terms of the Disclosure Statement, the applicable provisions of the Bankruptcy Code and Bankruptcy Rules, and any order of this Court governing the solicitation process.

(b) Receive, log, inspect, and tabulate all ballots submitted in connection with the Prepackaged Plan, including determining the validity of each ballot in accordance with the applicable ballot instructions and any order of the Court.

(c) Prepare and file with the Court a comprehensive tabulation declaration (the "Tabulation Declaration") certifying the voting results for each impaired accepting class under the Prepackaged Plan. The Tabulation Declaration shall set forth, for each voting class, the number and amount of ballots received, the number and amount of ballots accepted or rejected as valid, the number and amount of votes cast to accept or reject the Plan, and a certification as to whether the statutory thresholds for acceptance under 11 U.S.C. § 1126(c) — that is, acceptance by holders of at least two-thirds in amount and more than one-half in number of claims in each class that have voted — have been met. The impaired voting classes under the Prepackaged Plan are:

• Class 2 — First Lien Secured Claims (including claims arising under the revolving credit facility and the first lien term loan);

• Class 3 — Second Lien Secured Claims (including claims arising under the 9.75% Senior Secured Second Lien Notes due 2024); and

• Class 4 — General Unsecured Claims.

(d) The voting deadline for the Prepackaged Plan is August 3, 2022 (the "Voting Deadline"). Pinnacle shall ensure that all balloting and tabulation activities are completed in sufficient time to file the Tabulation Declaration in advance of the hearing on confirmation of the Plan.

(e) Respond to inquiries from creditors and their representatives regarding ballot completion, delivery, and voting procedures, and provide reasonable assistance to creditors in connection with the voting process.

E. Additional Administrative Services

(a) Establish and maintain a dedicated telephone helpdesk and electronic inquiry system to respond to questions from creditors and parties in interest regarding the claims process, voting procedures, plan distributions, and other matters related to the administration of these chapter 11 cases.

(b) Establish and maintain a case-specific website (accessible at a publicly available URL) providing access to key case documents, including court filings, orders, the claims register, the Disclosure Statement, the Plan, solicitation materials, and other relevant case information, subject to any applicable confidentiality restrictions.

(c) Assist the Debtors and their counsel with any other claims administration, noticing, and related administrative tasks as may be directed by the Debtors or the Court from time to time during the pendency of these chapter 11 cases, including, without limitation, tasks relating to plan distributions, if so directed.

VII. COMPENSATION

A. Fee Structure

34. Pinnacle will be compensated for its services in these chapter 11 cases in accordance with its customary rates and fee schedule, a copy of which is attached hereto as Exhibit A (or, if not available at the time of filing, shall be filed supplementally with the Court prior to the hearing on this Motion). Pinnacle's fee schedule sets forth its standard hourly rates and/or per-unit charges for claims processing, noticing, solicitation, vote tabulation, and related services.

35. Based on the anticipated scope of services and the estimated number of creditors and parties in interest in these cases, the Debtors estimate that Pinnacle's total fees and expenses for services rendered in these chapter 11 cases will be approximately $285,000. This estimate is subject to adjustment based on the actual scope, complexity, and volume of services rendered by Pinnacle during the course of these cases. The Debtors believe that this estimate is reasonable and consistent with the charges of comparable claims and noticing agents in chapter 11 cases of similar size and complexity.

B. Payment Terms

36. Pinnacle will submit monthly invoices to the Debtors for services rendered and expenses incurred during the preceding month. Each invoice shall contain reasonable detail regarding the nature of the services performed, the time expended (if applicable), and the expenses incurred.

37. Payment of Pinnacle's fees and expenses will be subject to the approval of the Court as an administrative expense of the Debtors' estates pursuant to sections 503(b) and 507(a)(2) of the Bankruptcy Code, or as otherwise provided by applicable law governing claims and noticing agents retained under 28 U.S.C. § 156(c). The Debtors submit that Pinnacle's fees and expenses constitute actual, necessary costs of preserving and administering the Debtors' estates and are entitled to administrative expense priority.

38. Because Pinnacle is being retained under 28 U.S.C. § 156(c) as an agent of the Court (or, in the alternative, as an administrative service provider whose fees constitute an administrative expense of the estates), rather than as a "professional person" retained under section 327 of the Bankruptcy Code, Pinnacle shall not be required to file formal fee applications under section 330 of the Bankruptcy Code. This treatment is consistent with the prevailing practice in this and other districts with respect to claims and noticing agents retained pursuant to 28 U.S.C. § 156(c). Notwithstanding the foregoing, the Debtors acknowledge that Pinnacle's compensation remains subject to the Court's review and approval, and the Debtors will provide such information regarding Pinnacle's fees and expenses as the Court or the United States Trustee may reasonably request.

C. Relationship to Other Professional Fees

39. For the Court's information, and in the interest of full transparency regarding the anticipated professional costs of these chapter 11 cases, the Debtors note that Pinnacle's estimated fees of approximately $285,000 are included within the Debtors' total estimated professional fees for these chapter 11 cases of approximately $9.3 million. The aggregate estimated professional fees include the following:

40. The Debtors believe that the foregoing professional fees are reasonable and necessary for the successful administration of these chapter 11 cases and the implementation of the Prepackaged Plan. The retention of each of the above-listed professionals is or will be the subject of a separate motion or application filed with the Court.

VIII. BASIS FOR RELIEF

A. 28 U.S.C. § 156(c)

41. Section 156(c) of title 28 of the United States Code provides, in relevant part, that "[a]ny court may utilize facilities or services, either on or off the court's premises, which pertain to the provision of notices, dockets, calendars, and other administrative information to parties in cases filed under title 11, United States Code, where the costs of such facilities or services are paid for out of the assets of the estate and are not charged to the United States." Pursuant to this provision, the bankruptcy clerk of court, with the approval of the court, may delegate to private entities the duty to provide notice and maintain the claims register in chapter 11 cases where the conditions of the case so warrant.

42. The complexity and size of these chapter 11 cases amply justify the appointment of a claims and noticing agent. The Debtors' creditor body includes approximately 1,420 employees, hundreds of trade creditors and vendors across four states, and institutional holders of first lien secured debt and second lien secured notes. In addition, the prepackaged plan process imposes specialized requirements for the accurate and timely distribution of solicitation materials, collection and inspection of ballots, and certification of voting results — functions that require the dedicated systems, personnel, and expertise of a qualified claims and noticing agent.

43. The appointment of Pinnacle as claims and noticing agent will relieve the Clerk of Court of the substantial administrative burden that would otherwise be imposed by these cases, including the receipt and docketing of proofs of claim, the maintenance of the master mailing list, the service of numerous notices and court filings, and the distribution and tabulation of ballots. Pinnacle's appointment will ensure that these essential functions are performed accurately and in a timely manner, consistent with the expedited timeline contemplated by the RSA milestones.

B. Local Rules

44. The retention of a claims and noticing agent is consistent with the Local Rules of the United States Bankruptcy Court for the Northern District of Ohio. The Local Rules contemplate the appointment of private claims and noticing agents in large chapter 11 cases and set forth the procedures and requirements for such appointments. The Debtors have complied with all applicable Local Rule requirements in connection with this Motion.

C. Court's Inherent Authority

45. In addition to the authority conferred by 28 U.S.C. § 156(c) and the Local Rules, this Court possesses inherent authority to manage its docket and to take such actions as are necessary to ensure the efficient and orderly administration of the cases before it. The appointment of a claims and noticing agent to handle the substantial volume of administrative tasks in these chapter 11 cases is a proper exercise of the Court's inherent authority and will promote the efficient use of judicial and clerical resources.

IX. NOTICE

46. Notice of this Motion has been given to the following parties, which the Debtors submit is sufficient under the circumstances:

(i) The Office of the United States Trustee for Region 9, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Cleveland, OH 44114;

(ii) Ridgeline National Bank, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, 200 Public Square, Cleveland, OH 44114;

(iii) Continental Fiduciary Trust Company, as indenture trustee for the Second Lien Notes, 101 Barclay Street, New York, NY 10286;

(iv) Hargrove, Mitchell & Saunders LLP, as counsel to the Ad Hoc Group of First Lien Lenders, 51 West 52nd Street, New York, NY 10019;

(v) Pemberton & Locke LLP, as counsel to the Ad Hoc Group of Second Lien Noteholders, 1 Liberty Plaza, New York, NY 10006;

(vi) Thornfield Capital Partners LP, 590 Lexington Avenue, Suite 3200, New York, NY 10022; and

(vii) All other parties entitled to notice under Bankruptcy Rule 2002 and the Local Rules.

47. The Debtors submit that no further notice of this Motion is necessary or required under the circumstances. In the event that any party in interest wishes to object to the relief requested herein, such party may file an objection with the Court in accordance with the applicable Bankruptcy Rules and Local Rules.

X. NO PRIOR REQUEST

48. No prior request for the relief sought in this Motion has been made to this or any other court.

XI. CONCLUSION AND PRAYER FOR RELIEF

WHEREFORE, the Debtors respectfully request that this Court enter an order, substantially in the form of the Proposed Order attached hereto as Exhibit B:

(a) Authorizing the retention and employment of Pinnacle Claims Administration LLC, 1010 Dale Street North, St. Paul, MN 55117, as claims and noticing agent in these chapter 11 cases, effective nunc pro tunc to the Petition Date (June 20, 2022), pursuant to 28 U.S.C. § 156(c) and applicable Local Rules;

(b) Authorizing Pinnacle to perform all services described herein, including, without limitation, maintaining the official claims register, serving all required notices, serving the Disclosure Statement and Prepackaged Plan of Reorganization and related solicitation materials, distributing ballots, tabulating votes, preparing and filing the Tabulation Declaration, and providing related administrative services;

(c) Authorizing the Debtors to compensate Pinnacle for its services and reimburse its reasonable and documented expenses in accordance with the terms set forth herein and Pinnacle's customary fee schedule, with estimated total fees and expenses of approximately $285,000, subject to adjustment based on the actual scope and volume of services rendered and subject to the Court's review and approval; and

(d) Granting such other and further relief as the Court deems just, proper, and equitable.

Dated: June 20, 2022 Cleveland, Ohio

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Colette Whitman (Responsible Partner) Nathaniel Bower (Billing Partner) Gabrielle Moss (Lead Associate) Amy Chesterton (Working Associate)

30 Rockefeller Plaza New York, NY 10112

127 Public Square, Suite 4100 Cleveland, OH 44114

Counsel to the Debtors and Debtors in Possession

KELLNER & HARTWICK LLP

By: ________

Bruce Tatelman (Lead Partner)

600 Superior Avenue East, Suite 1800 Cleveland, OH 44114

Local Co-Counsel to the Debtors and Debtors in Possession

EXHIBIT A

PINNACLE CLAIMS ADMINISTRATION LLC FEE SCHEDULE

The fee schedule of Pinnacle Claims Administration LLC ("Pinnacle") sets forth the customary rates and charges for claims administration, noticing, solicitation, vote tabulation, and related services to be provided by Pinnacle in the chapter 11 cases of Crestline Packaging Solutions LLC, et al., Case No. 22-51247 (Bankr. N.D. Ohio).

I. Case Management and Administration

II. Noticing Services

III. Claims Register Maintenance

IV. Solicitation and Vote Tabulation

V. Case Website and Helpdesk

VI. Expenses

Pinnacle will be reimbursed for all reasonable and documented out-of-pocket expenses incurred in connection with its engagement, including postage, printing, copying, courier, travel, and telecommunications charges, at cost without markup.

VII. Estimated Total Compensation

Based on the anticipated scope of services in these chapter 11 cases, Pinnacle estimates total fees and expenses of approximately $285,000, subject to adjustment based on the actual scope, complexity, and volume of services rendered.

This fee schedule is subject to the Court's review and approval. All rates and charges are subject to annual adjustment. Pinnacle reserves the right to seek Court approval of modified rates in the event of a material change in the scope of the engagement.

EXHIBIT B

PROPOSED ORDER

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION

In re:

CRESTLINE PACKAGING SOLUTIONS LLC, et al.,

Debtors.

Case No. 22-51247

Chapter 11

(Jointly Administered)

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF PINNACLE CLAIMS ADMINISTRATION LLC AS CLAIMS AND NOTICING AGENT, EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

Upon the Motion (Dkt. __) (the "Motion") filed by the above-captioned debtors and debtors in possession (collectively, the "Debtors") on June 20, 2022, seeking entry of an order authorizing the retention and employment of Pinnacle Claims Administration LLC ("Pinnacle") as claims and noticing agent in these chapter 11 cases, effective nunc pro tunc to the Petition Date, pursuant to 28 U.S.C. § 156(c) and applicable Local Rules; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and this being a core proceeding within the meaning of 28 U.S.C. § 157(b)(2); and due and adequate notice of the Motion having been given to all parties entitled to receive such notice under the Bankruptcy Rules and the Local Rules; and no objections having been filed, or all objections having been heard and overruled; and the Court having reviewed the Motion and all supporting papers; and the Court having found that the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors, and all parties in interest; and the Court having found good and sufficient cause to grant the relief requested in the Motion; and after due deliberation and for good cause shown;

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

1. The Motion is GRANTED as set forth herein.

2. Pinnacle Claims Administration LLC, 1010 Dale Street North, St. Paul, MN 55117, is hereby authorized and directed to serve as claims and noticing agent in these chapter 11 cases, effective nunc pro tunc to June 20, 2022 (the Petition Date), pursuant to 28 U.S.C. § 156(c) and the applicable Local Rules.

3. Pinnacle is authorized and directed to perform the following services in these chapter 11 cases:

(a) Assume full responsibility for the official claims register in these cases, including receiving, docketing, indexing, and maintaining all proofs of claim and proofs of interest filed by creditors and interest holders;

(b) Record and maintain all transfers of claims pursuant to Bankruptcy Rule 3001(e);

(c) Provide online access to the claims register for the Debtors, the Court, the Office of the United States Trustee, and parties in interest;

(d) Serve all required notices in these chapter 11 cases, including, without limitation, the notice of commencement, bar date notices, hearing notices, and all other notices required under the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and orders of this Court;

(e) Maintain a master mailing list and service list in accordance with Bankruptcy Rules 2002 and 9010;

(f) Serve the Disclosure Statement and Prepackaged Plan of Reorganization, together with all exhibits, supplements, and related solicitation materials, upon all parties entitled to receive such documents;

(g) Distribute ballots to holders of impaired claims entitled to vote on the Prepackaged Plan and tabulate all votes received in connection therewith;

(h) Prepare and file a Tabulation Declaration certifying the voting results for each impaired voting class under the Prepackaged Plan, including a determination of whether the acceptance thresholds under 11 U.S.C. § 1126(c) have been met; and

(i) Perform such other claims and noticing functions as the Debtors or the Court may direct from time to time.

4. The Debtors are authorized to compensate Pinnacle for its services and reimburse Pinnacle for its reasonable and documented out-of-pocket expenses in accordance with Pinnacle's customary fee schedule (a copy of which is attached as Exhibit A to the Motion), at estimated total fees and expenses of approximately $285,000, subject to adjustment based on the actual scope, complexity, and volume of services rendered, and subject to the Court's review and approval. Pinnacle's fees and expenses shall constitute administrative expenses of the Debtors' estates pursuant to 11 U.S.C. §§ 503(b) and 507(a)(2). Pinnacle shall not be required to file formal fee applications under 11 U.S.C. § 330, provided that Pinnacle's compensation remains subject to the Court's review.

5. Pinnacle shall comply with all applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules in performing its duties under this Order.

6. Nothing in this Order shall be deemed to impair or modify the rights of the Office of the United States Trustee to review and, if appropriate, object to Pinnacle's fees and expenses.

7. The Debtors are authorized to take all actions and execute all documents reasonably necessary to implement the terms of this Order.

8. This Court retains jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, or enforcement of this Order.

________________________________________

United States Bankruptcy Judge United States Bankruptcy Court Northern District of Ohio, Eastern Division

Dated: ________

Professional	Role	Estimated Fees
Calderwood & Harkness LLP	Debtor's Counsel	$4,200,000
Kellner & Hartwick LLP	Local Co-Counsel	$380,000
Aldersgate Advisory Group LLC	Financial Advisor	$4,025,000 (consisting of a $3,500,000 restructuring completion fee plus monthly advisory fees of $175,000/month)
Dralvecen Reyes Linley CPAs LLP & Associates LLP	Tax Advisor	$410,000
Pinnacle Claims Administration LLC	Claims and Noticing Agent	$285,000
Total	~$9,300,000
Service Category	Rate / Charge
Senior Case Manager	$225.00 per hour
Case Manager	$185.00 per hour
Case Analyst / Paralegal	$125.00 per hour
Data Entry / Claims Processing Clerk	$65.00 per hour
Service Category	Rate / Charge
Print and mail — standard notice (per notice, per addressee)	$0.12
Print and mail — multi-page notice or plan/disclosure package (per package)	$1.85
Email notice distribution (per addressee)	$0.05
Master mailing list maintenance (monthly)	$750.00
Service Category	Rate / Charge
Claims docketing (per proof of claim)	$3.50
Online claims register hosting (monthly)	$1,200.00
Claims reports (per report)	$250.00
Service Category	Rate / Charge
Ballot distribution (per ballot, per addressee)	$2.00
Ballot tabulation (per ballot received)	$3.00
Tabulation Declaration preparation	$7,500.00 (flat fee)

Service Category	Rate / Charge
Case-specific website hosting (monthly)	$1,500.00
Dedicated helpdesk staffing (per hour)	$95.00

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION
In re:
CRESTLINE PACKAGING SOLUTIONS LLC, et al.,
Debtors.
Case No. 22-51247
Chapter 11
(Jointly Administered)
DEBTORS' MOTION FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF PINNACLE CLAIMS ADMINISTRATION LLC AS CLAIMS AND NOTICING AGENT, EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE
The above-captioned debtors and debtors in possession (collectively, the "Debtors") respectfully represent as follows in support of this Motion:
I. PRELIMINARY STATEMENT
1. On June 20, 2022 (the "Petition Date"), 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"), each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Northern District of Ohio (the "Court"). These chapter 11 cases are being jointly administered for procedural purposes pursuant to Bankruptcy Rule 1015(b).
2. The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or official committee of unsecured creditors has been appointed in these cases as of the date hereof.
3. By this motion (the "Motion"), the Debtors seek entry of an order, substantially in the form attached hereto as Exhibit B (the "Proposed Order"), pursuant to 28 U.S.C. § 156(c), the Local Rules of the United States Bankruptcy Court for the Northern District of Ohio (the "Local Rules"), and the Court's inherent authority, authorizing the retention and employment of Pinnacle Claims Administration LLC ("Pinnacle"), as claims and noticing agent in these chapter 11 cases, effective nunc pro tunc to the Petition Date.
4. As described more fully below, the appointment of Pinnacle as claims and noticing agent is necessary and appropriate in light of the anticipated number of creditors and parties in interest in these cases, the complexity of the prepackaged plan process that the Debtors are pursuing, and the critical need for efficient, accurate, and timely administration of the claims register, service of notices, distribution of solicitation materials, and tabulation of votes. The Debtors' creditor body includes approximately 1,420 employees, hundreds of trade vendors and other commercial counterparties, and institutional creditors across multiple tranches of secured debt. Delegating the claims and noticing functions to a qualified private agent will ensure compliance with the Debtors' Restructuring Support Agreement milestones and will relieve the Clerk of Court of the substantial administrative burden that these cases would otherwise impose.
II. JURISDICTION AND VENUE
5. This Court has jurisdiction to consider and determine this Motion pursuant to 28 U.S.C. §§ 157 and 1334, and the General Order of Reference entered by the United States District Court for the Northern District of Ohio.
6. This is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). The Debtors confirm that they consent to the entry of a final order by this Court with respect to this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution.
7. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. The Debtors' principal place of business, including the corporate headquarters and primary manufacturing operations, is located within this judicial district.
8. The statutory and legal predicates for the relief requested herein are 28 U.S.C. § 156(c) and the Local Rules of this Court, which authorize the Clerk of Court to delegate to private entities the responsibility for maintaining the claims register and providing notice in chapter 11 cases where the conditions of the case so warrant.
III. BACKGROUND
A. The Debtors' Business
9. Crestline Packaging Solutions LLC ("Crestline" or the "Company") is an Ohio-headquartered manufacturer of specialty chemical packaging and industrial containment products. The Company designs, manufactures, and distributes a comprehensive range of packaging solutions, including high-density polyethylene ("HDPE") drums, intermediate bulk containers ("IBCs"), steel pails, and specialty containment vessels. These products are engineered for the safe storage and transportation of chemical, petrochemical, and agricultural commodities, and are manufactured in accordance with applicable Department of Transportation, Environmental Protection Agency, and United Nations packaging performance standards.
10. The Company's products serve a diversified customer base across the chemical manufacturing, petrochemical refining, and agricultural chemical sectors. Crestline maintains long-standing relationships with many of its key customers, several of which have been purchasing the Company's products for more than a decade. The Company's end-market diversification and the essential, consumable nature of its products have historically supported relatively stable demand, although, as discussed below, recent macroeconomic conditions have placed significant pressure on the Company's margins.
11. The Debtors operate four manufacturing facilities strategically located to serve their principal end markets:
(a) Plant 1 (Headquarters): 4710 Industrial Corridor Drive, Akron, OH 44308. This facility serves as the Company's corporate headquarters and is the primary site for HDPE drum manufacturing. Plant 1 employs approximately 480 individuals, including all corporate administrative and management personnel.
(b) Plant 2: 2255 Commerce Parkway, Evansville, IN 47725. This facility is the Company's center for IBC and steel pail manufacturing, employing approximately 390 individuals. Plant 2 was expanded in 2019 to increase IBC production capacity by approximately 25%.
(c) Plant 3: 8100 River Road, Baton Rouge, LA 70820. Plant 3 manufactures specialty containment vessels for the petrochemical industry and employs approximately 310 individuals. The Baton Rouge facility's proximity to the Gulf Coast refinery corridor provides a significant logistical advantage for the Company's specialty products.
(d) Plant 4: 1480 State Route 59, Ravenna, OH 44266. This facility houses the Company's extrusion and secondary processing operations, employing approximately 240 individuals. Plant 4 produces specialized resin extrusions and performs secondary finishing operations for products assembled at the other facilities.
12. In addition to the four manufacturing plants described above, the Debtors lease approximately 185,000 square feet of warehouse and distribution space at 900 Darrow Road, Akron, OH 44305, from Benchmark Real Estate Holdings LLC, under a lease agreement dated March 1, 2019, with an initial term expiring on February 28, 2024. This warehouse supports finished goods inventory management and outbound logistics for Plants 1 and 4.
13. As of the Petition Date, the Debtors employ approximately 1,420 individuals across all facilities, including salaried management, hourly production workers, sales and marketing personnel, and corporate administrative staff. The Debtors' workforce is not represented by any collective bargaining unit.
14. For the fiscal year ended December 31, 2021 ("FY2021"), the Debtors generated total revenue of approximately $312.6 million and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately $38.4 million. However, the Company's financial performance deteriorated materially during the first quarter of 2022 as a result of significant margin compression driven by escalating polyethylene resin costs, supply chain disruptions affecting steel and other raw material inputs, and inflationary pressures on labor and logistics costs. The Debtors' trailing twelve-month EBITDA as of the end of the first quarter of 2022 was approximately $29.1 million, representing a decline of approximately 24% from FY2021 levels.
B. The Chapter 11 Cases
15. Crestline Packaging Solutions LLC was formed in 2007 and operated as a portfolio company of its original founders until 2017. On October 13, 2017, Thornfield Capital Partners LP ("Thornfield"), a New York-based private equity sponsor, acquired Crestline through a leveraged buyout transaction at an aggregate enterprise value of approximately $410.0 million. In connection with the acquisition, Thornfield contributed approximately $163.0 million of equity capital, with the balance of the purchase price funded through the incurrence of approximately $247.0 million in new funded debt.
16. As of the Petition Date, the Debtors' total funded indebtedness was approximately $247.3 million, consisting of the following obligations:
(i) A revolving credit facility with commitments of $40.0 million, of which approximately $32.6 million was drawn as of the Petition Date, under that certain First Lien Credit Agreement, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the "First Lien Credit Agreement"), among Crestline Packaging Solutions LLC, as borrower, CPS Holdings Inc., as guarantor, Ridgeline National Bank, N.A., as administrative agent and collateral agent, and the lenders from time to time party thereto;
(ii) A first lien term loan in the original principal amount of $175.0 million, of which approximately $158.7 million remained outstanding as of the Petition Date, also under the First Lien Credit Agreement; and
(iii) $56.0 million in aggregate principal amount of 9.75% Senior Secured Second Lien Notes due 2024 (CUSIP 22761TAA3) (the "Second Lien Notes"), issued pursuant to that certain Indenture, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the "Indenture"), between Crestline Packaging Solutions LLC, as issuer, CPS Holdings Inc., as guarantor, and Continental Fiduciary Trust Company, as indenture trustee (the "Indenture Trustee").
17. Ridgeline National Bank, N.A. ("Ridgeline") serves as administrative agent and collateral agent under the First Lien Credit Agreement. Continental Fiduciary Trust Company (the "Indenture Trustee") serves as indenture trustee under the Indenture governing the Second Lien Notes.
18. The Debtors' financial deterioration in the first quarter of 2022 resulted in a breach of the maximum total leverage ratio maintenance covenant contained in Section 7.11 of the First Lien Credit Agreement. Specifically, as of March 31, 2022, the Debtors' actual total leverage ratio was approximately 8.50x, which materially exceeded the maximum permitted leverage ratio of 5.75x. On April 22, 2022, Ridgeline, acting at the direction of the required lenders under the First Lien Credit Agreement, delivered a formal Notice of Default to the Debtors, declaring an event of default under the First Lien Credit Agreement and reserving all rights and remedies available to the first lien lenders.
19. Following the delivery of the Notice of Default, the Debtors, together with their legal and financial advisors, engaged in intensive negotiations with their principal creditor constituencies regarding a consensual restructuring of the Debtors' balance sheet. On May 18, 2022, the Debtors and the consenting first lien lenders entered into a Forbearance Agreement (the "Forbearance Agreement"), pursuant to which the consenting first lien lenders agreed to forbear from exercising remedies in respect of the existing event of default for a limited period to permit the Debtors to finalize a restructuring transaction and prepare for a chapter 11 filing.
20. On June 20, 2022, the Debtors filed these chapter 11 cases in connection with a prepackaged plan of reorganization (the "Prepackaged Plan" or "Plan") that was negotiated among the Debtors, the Ad Hoc Group of First Lien Lenders (represented by Hargrove, Mitchell & Saunders LLP), the Ad Hoc Group of Second Lien Noteholders (represented by Pemberton & Locke LLP), and Thornfield Capital Partners LP. The Prepackaged Plan contemplates a comprehensive deleveraging transaction, including an equitization of a portion of the first lien debt, a recovery for second lien noteholders, and a cancellation of existing equity interests.
21. In furtherance of the prepackaged restructuring, the Debtors, the Ad Hoc Group of First Lien Lenders, the Ad Hoc Group of Second Lien Noteholders, and Thornfield executed a Restructuring Support Agreement (the "RSA") on July 8, 2022. The RSA establishes binding milestones governing the pace of these chapter 11 cases, including, inter alia: (a) entry of an order approving the Disclosure Statement within 45 days of the Petition Date; (b) entry of an order confirming the Plan within 90 days of the Petition Date; and (c) occurrence of the Effective Date of the Plan within 15 business days of the date of entry of the Confirmation Order. These milestones underscore the time-sensitive nature of these cases and the critical importance of retaining a qualified claims and noticing agent immediately upon the filing of these cases.
C. Need for a Claims and Noticing Agent
22. These chapter 11 cases involve a significant number of creditors, equity interest holders, and parties in interest. The Debtors' creditor body includes, without limitation: (a) holders of claims under the first lien revolving credit facility and first lien term loan, consisting of a syndicate of institutional lenders; (b) holders of the Second Lien Notes, consisting of institutional investors and certain crossover holders; (c) the Debtors' trade creditors and other general unsecured claimants, including hundreds of vendors, suppliers, service providers, and other commercial counterparties across four states; (d) the Debtors' approximately 1,420 employees, each of whom may hold claims for wages, benefits, and other employment-related obligations; and (e) various counterparties to executory contracts and unexpired leases, including the Debtors' warehouse lease with Benchmark Real Estate Holdings LLC and numerous equipment leases and service agreements.
23. In addition, the Court has authorized the Debtors to pay critical vendor claims in an aggregate amount of up to $6.8 million, further reflecting the breadth and complexity of the Debtors' commercial relationships and the multiplicity of parties with interests in these cases.
24. Given the prepackaged nature of these chapter 11 cases, the efficient and timely service of the Disclosure Statement and the Prepackaged Plan, proper distribution of ballots to holders of impaired claims entitled to vote, accurate tabulation of votes, and diligent maintenance of the claims register are essential to the Debtors' ability to meet the RSA milestones and achieve a prompt emergence from bankruptcy. Any delay or error in these administrative functions could jeopardize the consensual restructuring and cause significant harm to the Debtors' estates, their employees, and their creditors.
25. Distributing the claims and noticing responsibilities described herein to the Clerk of Court would place an undue and unwarranted burden on the Clerk's office, given the volume of notices, the number of creditors and parties in interest, and the specialized requirements of vote tabulation in a prepackaged chapter 11 case. The appointment of a qualified private claims and noticing agent is the appropriate means to ensure that these essential administrative functions are performed accurately, efficiently, and in a manner consistent with the expedited timeline of these cases.
IV. RELIEF REQUESTED
26. By this Motion, the Debtors respectfully request that the Court enter an order, substantially in the form of the Proposed Order attached hereto as Exhibit B, authorizing the retention and employment of Pinnacle Claims Administration LLC as claims and noticing agent in these chapter 11 cases, effective nunc pro tunc to the Petition Date (June 20, 2022), pursuant to 28 U.S.C. § 156(c) and the applicable Local Rules. The Debtors further request that the Court authorize Pinnacle to perform all of the claims and noticing services described in Section VI below, and that the Court authorize the Debtors to compensate Pinnacle for its services and reimburse its reasonable and documented expenses in accordance with the terms set forth in Section VII below.
V. PINNACLE'S QUALIFICATIONS
A. Corporate Information
27. Pinnacle Claims Administration LLC ("Pinnacle") is a limited liability company organized under the laws of the State of Minnesota. Pinnacle's principal office is located at 1010 Dale Street North, St. Paul, MN 55117. Pinnacle is a nationally recognized provider of claims administration, noticing, solicitation, and vote tabulation services in large chapter 11 cases.
B. Experience and Capabilities
28. Pinnacle has extensive experience serving as claims and noticing agent in complex chapter 11 cases in bankruptcy courts across the United States, including cases involving prepackaged plans of reorganization, prenegotiated plans, and traditional free-fall filings. Pinnacle has served in this capacity in cases in the Northern District of Ohio, as well as in the Southern District of New York, the District of Delaware, the Southern District of Texas, and numerous other jurisdictions.
29. Pinnacle maintains sophisticated proprietary systems and technological infrastructure for the electronic filing of proofs of claim, comprehensive claims register management, ballot distribution and collection, automated and manual vote tabulation, and the service of court papers and notices via first-class mail, email, and other methods as may be directed by the Court. Pinnacle's systems are designed to handle cases of significant size and complexity, and its personnel are trained in the specific requirements of chapter 11 cases, including the unique demands of prepackaged chapter 11 cases involving prepetition solicitation and post-petition vote confirmation and certification.
30. The Debtors selected Pinnacle after evaluating proposals from multiple claims and noticing agent providers. In the Debtors' business judgment, Pinnacle offers competitive pricing, demonstrated competence, and the technological capabilities and staffing resources necessary to meet the demanding timeline and administrative requirements of these prepackaged chapter 11 cases. The Debtors believe that Pinnacle's retention represents the best value to the estates and is in the best interests of all parties in interest.
C. Disinterestedness.
31. To the best of the Debtors' knowledge, information, and belief, formed after due inquiry, Pinnacle does not hold or represent any interest adverse to the Debtors, their estates, their creditors, or any other party in interest in these chapter 11 cases. Pinnacle has no connection to the Debtors, their affiliates, their creditors, their equity holders, the Office of the United States Trustee, or any other party in interest, except as may be disclosed in the declaration of Pinnacle to be filed in support of this Motion.
32. Pinnacle has conducted its own conflicts review and has advised the Debtors that it is prepared to file a declaration confirming its disinterestedness and the absence of adverse interests, as required by applicable law, the Bankruptcy Rules, and the Local Rules.
VI. SCOPE OF SERVICES
33. If this Motion is granted, Pinnacle will be authorized and directed to perform the following services in these chapter 11 cases, subject at all times to the supervision and direction of the Court and in accordance with all applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules:
A. Claims Register and Claims Administration
(a) Maintain the official claims register in these chapter 11 cases, including receiving, docketing, indexing, and maintaining all proofs of claim and proofs of interest filed by creditors and interest holders, whether filed in paper or electronic form.
(b) Record and maintain all transfers of claims and substitutions of claimants pursuant to Bankruptcy Rule 3001(e), and provide notice of any such transfers as required by applicable law and the Bankruptcy Rules.
(c) Provide secure, real-time, online access to the claims register for the Debtors, their counsel, the Court, the Office of the United States Trustee, any official committee appointed in these cases, and other parties in interest as may be authorized by the Court.
(d) Prepare and file periodic claims register reports with the Court, including reports summarizing claims filed by category, amount, and status, as may be required by the Court or reasonably requested by the Office of the United States Trustee.
(e) Coordinate with the Debtors, their counsel, and any official committee (if appointed) in connection with the claims reconciliation and objection process, including providing claims data and reports as reasonably requested.
B. Noticing Services
(a) Prepare and serve all required notices in these chapter 11 cases, including, without limitation: the notice of commencement of these chapter 11 cases and the meeting of creditors pursuant to section 341 of the Bankruptcy Code; notices of hearings on motions, applications, and other pleadings; bar date notices establishing deadlines for the filing of proofs of claim; and any other notices required under the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, or orders of this Court.
(b) Maintain a comprehensive master mailing list and service list in accordance with Bankruptcy Rules 2002 and 9010, including all creditors, equity interest holders, parties to executory contracts and unexpired leases, governmental entities, and other parties entitled to notice in these cases, and update such list as necessary to reflect changes in addresses, assignments, and other modifications.
(c) File certificates of service and affidavits of service with the Court promptly following each instance of service, as appropriate and required by applicable rules.
(d) Coordinate with the Debtors' counsel to ensure that all service is effected in compliance with applicable rules and within the timeframes prescribed by the Court and the Bankruptcy Rules.
C. Disclosure Statement and Plan Service
(a) Serve the Disclosure Statement (Dkt. 48) and the Prepackaged Plan of Reorganization (Dkt. 47), together with all exhibits, supplements, schedules, and related solicitation materials, upon all parties entitled to receive such documents under the Bankruptcy Code, the Bankruptcy Rules, and any order of this Court governing the solicitation process.
(b) Serve any amended, modified, or supplemental disclosure statement, plan, or solicitation materials that may be filed by the Debtors during the course of these chapter 11 cases.
(c) Maintain records documenting the date, manner, and recipients of service of all disclosure statement and plan materials, and make such records available to the Debtors, the Court, and parties in interest upon request.
D. Solicitation and Vote Tabulation
(a) Prepare and distribute ballots (including the Forms of Ballot for Classes 2, 3, and 4 under the Prepackaged Plan) to all holders of impaired claims entitled to vote on the Prepackaged Plan, in accordance with the terms of the Disclosure Statement, the applicable provisions of the Bankruptcy Code and Bankruptcy Rules, and any order of this Court governing the solicitation process.
(b) Receive, log, inspect, and tabulate all ballots submitted in connection with the Prepackaged Plan, including determining the validity of each ballot in accordance with the applicable ballot instructions and any order of the Court.
(c) Prepare and file with the Court a comprehensive tabulation declaration (the "Tabulation Declaration") certifying the voting results for each impaired accepting class under the Prepackaged Plan. The Tabulation Declaration shall set forth, for each voting class, the number and amount of ballots received, the number and amount of ballots accepted or rejected as valid, the number and amount of votes cast to accept or reject the Plan, and a certification as to whether the statutory thresholds for acceptance under 11 U.S.C. § 1126(c) — that is, acceptance by holders of at least two-thirds in amount and more than one-half in number of claims in each class that have voted — have been met. The impaired voting classes under the Prepackaged Plan are:
• Class 2 — First Lien Secured Claims (including claims arising under the revolving credit facility and the first lien term loan);
• Class 3 — Second Lien Secured Claims (including claims arising under the 9.75% Senior Secured Second Lien Notes due 2024); and
• Class 4 — General Unsecured Claims.
(d) The voting deadline for the Prepackaged Plan is August 3, 2022 (the "Voting Deadline"). Pinnacle shall ensure that all balloting and tabulation activities are completed in sufficient time to file the Tabulation Declaration in advance of the hearing on confirmation of the Plan.
(e) Respond to inquiries from creditors and their representatives regarding ballot completion, delivery, and voting procedures, and provide reasonable assistance to creditors in connection with the voting process.
E. Additional Administrative Services
(a) Establish and maintain a dedicated telephone helpdesk and electronic inquiry system to respond to questions from creditors and parties in interest regarding the claims process, voting procedures, plan distributions, and other matters related to the administration of these chapter 11 cases.
(b) Establish and maintain a case-specific website (accessible at a publicly available URL) providing access to key case documents, including court filings, orders, the claims register, the Disclosure Statement, the Plan, solicitation materials, and other relevant case information, subject to any applicable confidentiality restrictions.
(c) Assist the Debtors and their counsel with any other claims administration, noticing, and related administrative tasks as may be directed by the Debtors or the Court from time to time during the pendency of these chapter 11 cases, including, without limitation, tasks relating to plan distributions, if so directed.
VII. COMPENSATION
A. Fee Structure
34. Pinnacle will be compensated for its services in these chapter 11 cases in accordance with its customary rates and fee schedule, a copy of which is attached hereto as Exhibit A (or, if not available at the time of filing, shall be filed supplementally with the Court prior to the hearing on this Motion). Pinnacle's fee schedule sets forth its standard hourly rates and/or per-unit charges for claims processing, noticing, solicitation, vote tabulation, and related services.
35. Based on the anticipated scope of services and the estimated number of creditors and parties in interest in these cases, the Debtors estimate that Pinnacle's total fees and expenses for services rendered in these chapter 11 cases will be approximately $285,000. This estimate is subject to adjustment based on the actual scope, complexity, and volume of services rendered by Pinnacle during the course of these cases. The Debtors believe that this estimate is reasonable and consistent with the charges of comparable claims and noticing agents in chapter 11 cases of similar size and complexity.
B. Payment Terms
36. Pinnacle will submit monthly invoices to the Debtors for services rendered and expenses incurred during the preceding month. Each invoice shall contain reasonable detail regarding the nature of the services performed, the time expended (if applicable), and the expenses incurred.
37. Payment of Pinnacle's fees and expenses will be subject to the approval of the Court as an administrative expense of the Debtors' estates pursuant to sections 503(b) and 507(a)(2) of the Bankruptcy Code, or as otherwise provided by applicable law governing claims and noticing agents retained under 28 U.S.C. § 156(c). The Debtors submit that Pinnacle's fees and expenses constitute actual, necessary costs of preserving and administering the Debtors' estates and are entitled to administrative expense priority.
38. Because Pinnacle is being retained under 28 U.S.C. § 156(c) as an agent of the Court (or, in the alternative, as an administrative service provider whose fees constitute an administrative expense of the estates), rather than as a "professional person" retained under section 327 of the Bankruptcy Code, Pinnacle shall not be required to file formal fee applications under section 330 of the Bankruptcy Code. This treatment is consistent with the prevailing practice in this and other districts with respect to claims and noticing agents retained pursuant to 28 U.S.C. § 156(c). Notwithstanding the foregoing, the Debtors acknowledge that Pinnacle's compensation remains subject to the Court's review and approval, and the Debtors will provide such information regarding Pinnacle's fees and expenses as the Court or the United States Trustee may reasonably request.
C. Relationship to Other Professional Fees
39. For the Court's information, and in the interest of full transparency regarding the anticipated professional costs of these chapter 11 cases, the Debtors note that Pinnacle's estimated fees of approximately $285,000 are included within the Debtors' total estimated professional fees for these chapter 11 cases of approximately $9.3 million. The aggregate estimated professional fees include the following:
40. The Debtors believe that the foregoing professional fees are reasonable and necessary for the successful administration of these chapter 11 cases and the implementation of the Prepackaged Plan. The retention of each of the above-listed professionals is or will be the subject of a separate motion or application filed with the Court.
VIII. BASIS FOR RELIEF
A. 28 U.S.C. § 156(c)
41. Section 156(c) of title 28 of the United States Code provides, in relevant part, that "[a]ny court may utilize facilities or services, either on or off the court's premises, which pertain to the provision of notices, dockets, calendars, and other administrative information to parties in cases filed under title 11, United States Code, where the costs of such facilities or services are paid for out of the assets of the estate and are not charged to the United States." Pursuant to this provision, the bankruptcy clerk of court, with the approval of the court, may delegate to private entities the duty to provide notice and maintain the claims register in chapter 11 cases where the conditions of the case so warrant.
42. The complexity and size of these chapter 11 cases amply justify the appointment of a claims and noticing agent. The Debtors' creditor body includes approximately 1,420 employees, hundreds of trade creditors and vendors across four states, and institutional holders of first lien secured debt and second lien secured notes. In addition, the prepackaged plan process imposes specialized requirements for the accurate and timely distribution of solicitation materials, collection and inspection of ballots, and certification of voting results — functions that require the dedicated systems, personnel, and expertise of a qualified claims and noticing agent.
43. The appointment of Pinnacle as claims and noticing agent will relieve the Clerk of Court of the substantial administrative burden that would otherwise be imposed by these cases, including the receipt and docketing of proofs of claim, the maintenance of the master mailing list, the service of numerous notices and court filings, and the distribution and tabulation of ballots. Pinnacle's appointment will ensure that these essential functions are performed accurately and in a timely manner, consistent with the expedited timeline contemplated by the RSA milestones.
B. Local Rules
44. The retention of a claims and noticing agent is consistent with the Local Rules of the United States Bankruptcy Court for the Northern District of Ohio. The Local Rules contemplate the appointment of private claims and noticing agents in large chapter 11 cases and set forth the procedures and requirements for such appointments. The Debtors have complied with all applicable Local Rule requirements in connection with this Motion.
C. Court's Inherent Authority
45. In addition to the authority conferred by 28 U.S.C. § 156(c) and the Local Rules, this Court possesses inherent authority to manage its docket and to take such actions as are necessary to ensure the efficient and orderly administration of the cases before it. The appointment of a claims and noticing agent to handle the substantial volume of administrative tasks in these chapter 11 cases is a proper exercise of the Court's inherent authority and will promote the efficient use of judicial and clerical resources.
IX. NOTICE
46. Notice of this Motion has been given to the following parties, which the Debtors submit is sufficient under the circumstances:
(i) The Office of the United States Trustee for Region 9, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Cleveland, OH 44114;
(ii) Ridgeline National Bank, N.A., as administrative agent and collateral agent under the First Lien Credit Agreement, 200 Public Square, Cleveland, OH 44114;
(iii) Continental Fiduciary Trust Company, as indenture trustee for the Second Lien Notes, 101 Barclay Street, New York, NY 10286;
(iv) Hargrove, Mitchell & Saunders LLP, as counsel to the Ad Hoc Group of First Lien Lenders, 51 West 52nd Street, New York, NY 10019;
(v) Pemberton & Locke LLP, as counsel to the Ad Hoc Group of Second Lien Noteholders, 1 Liberty Plaza, New York, NY 10006;
(vi) Thornfield Capital Partners LP, 590 Lexington Avenue, Suite 3200, New York, NY 10022; and
(vii) All other parties entitled to notice under Bankruptcy Rule 2002 and the Local Rules.
47. The Debtors submit that no further notice of this Motion is necessary or required under the circumstances. In the event that any party in interest wishes to object to the relief requested herein, such party may file an objection with the Court in accordance with the applicable Bankruptcy Rules and Local Rules.
X. NO PRIOR REQUEST
48. No prior request for the relief sought in this Motion has been made to this or any other court.
XI. CONCLUSION AND PRAYER FOR RELIEF
WHEREFORE, the Debtors respectfully request that this Court enter an order, substantially in the form of the Proposed Order attached hereto as Exhibit B:
(a) Authorizing the retention and employment of Pinnacle Claims Administration LLC, 1010 Dale Street North, St. Paul, MN 55117, as claims and noticing agent in these chapter 11 cases, effective nunc pro tunc to the Petition Date (June 20, 2022), pursuant to 28 U.S.C. § 156(c) and applicable Local Rules;
(b) Authorizing Pinnacle to perform all services described herein, including, without limitation, maintaining the official claims register, serving all required notices, serving the Disclosure Statement and Prepackaged Plan of Reorganization and related solicitation materials, distributing ballots, tabulating votes, preparing and filing the Tabulation Declaration, and providing related administrative services;
(c) Authorizing the Debtors to compensate Pinnacle for its services and reimburse its reasonable and documented expenses in accordance with the terms set forth herein and Pinnacle's customary fee schedule, with estimated total fees and expenses of approximately $285,000, subject to adjustment based on the actual scope and volume of services rendered and subject to the Court's review and approval; and
(d) Granting such other and further relief as the Court deems just, proper, and equitable.
Dated: June 20, 2022 Cleveland, Ohio
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Colette Whitman (Responsible Partner) Nathaniel Bower (Billing Partner) Gabrielle Moss (Lead Associate) Amy Chesterton (Working Associate)
30 Rockefeller Plaza New York, NY 10112
127 Public Square, Suite 4100 Cleveland, OH 44114
Counsel to the Debtors and Debtors in Possession
KELLNER & HARTWICK LLP
By: ________
Bruce Tatelman (Lead Partner)
600 Superior Avenue East, Suite 1800 Cleveland, OH 44114
Local Co-Counsel to the Debtors and Debtors in Possession
EXHIBIT A
PINNACLE CLAIMS ADMINISTRATION LLC FEE SCHEDULE
The fee schedule of Pinnacle Claims Administration LLC ("Pinnacle") sets forth the customary rates and charges for claims administration, noticing, solicitation, vote tabulation, and related services to be provided by Pinnacle in the chapter 11 cases of Crestline Packaging Solutions LLC, et al., Case No. 22-51247 (Bankr. N.D. Ohio).
I. Case Management and Administration
II. Noticing Services
III. Claims Register Maintenance
IV. Solicitation and Vote Tabulation
V. Case Website and Helpdesk
VI. Expenses
Pinnacle will be reimbursed for all reasonable and documented out-of-pocket expenses incurred in connection with its engagement, including postage, printing, copying, courier, travel, and telecommunications charges, at cost without markup.
VII. Estimated Total Compensation
Based on the anticipated scope of services in these chapter 11 cases, Pinnacle estimates total fees and expenses of approximately $285,000, subject to adjustment based on the actual scope, complexity, and volume of services rendered.
This fee schedule is subject to the Court's review and approval. All rates and charges are subject to annual adjustment. Pinnacle reserves the right to seek Court approval of modified rates in the event of a material change in the scope of the engagement.
EXHIBIT B
PROPOSED ORDER
UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION
In re:
CRESTLINE PACKAGING SOLUTIONS LLC, et al.,
Debtors.
Case No. 22-51247
Chapter 11
(Jointly Administered)
ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF PINNACLE CLAIMS ADMINISTRATION LLC AS CLAIMS AND NOTICING AGENT, EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE
Upon the Motion (Dkt. __) (the "Motion") filed by the above-captioned debtors and debtors in possession (collectively, the "Debtors") on June 20, 2022, seeking entry of an order authorizing the retention and employment of Pinnacle Claims Administration LLC ("Pinnacle") as claims and noticing agent in these chapter 11 cases, effective nunc pro tunc to the Petition Date, pursuant to 28 U.S.C. § 156(c) and applicable Local Rules; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and this being a core proceeding within the meaning of 28 U.S.C. § 157(b)(2); and due and adequate notice of the Motion having been given to all parties entitled to receive such notice under the Bankruptcy Rules and the Local Rules; and no objections having been filed, or all objections having been heard and overruled; and the Court having reviewed the Motion and all supporting papers; and the Court having found that the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors, and all parties in interest; and the Court having found good and sufficient cause to grant the relief requested in the Motion; and after due deliberation and for good cause shown;
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:
1. The Motion is GRANTED as set forth herein.
2. Pinnacle Claims Administration LLC, 1010 Dale Street North, St. Paul, MN 55117, is hereby authorized and directed to serve as claims and noticing agent in these chapter 11 cases, effective nunc pro tunc to June 20, 2022 (the Petition Date), pursuant to 28 U.S.C. § 156(c) and the applicable Local Rules.
3. Pinnacle is authorized and directed to perform the following services in these chapter 11 cases:
(a) Assume full responsibility for the official claims register in these cases, including receiving, docketing, indexing, and maintaining all proofs of claim and proofs of interest filed by creditors and interest holders;
(b) Record and maintain all transfers of claims pursuant to Bankruptcy Rule 3001(e);
(c) Provide online access to the claims register for the Debtors, the Court, the Office of the United States Trustee, and parties in interest;
(d) Serve all required notices in these chapter 11 cases, including, without limitation, the notice of commencement, bar date notices, hearing notices, and all other notices required under the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and orders of this Court;
(e) Maintain a master mailing list and service list in accordance with Bankruptcy Rules 2002 and 9010;
(f) Serve the Disclosure Statement and Prepackaged Plan of Reorganization, together with all exhibits, supplements, and related solicitation materials, upon all parties entitled to receive such documents;
(g) Distribute ballots to holders of impaired claims entitled to vote on the Prepackaged Plan and tabulate all votes received in connection therewith;
(h) Prepare and file a Tabulation Declaration certifying the voting results for each impaired voting class under the Prepackaged Plan, including a determination of whether the acceptance thresholds under 11 U.S.C. § 1126(c) have been met; and
(i) Perform such other claims and noticing functions as the Debtors or the Court may direct from time to time.
4. The Debtors are authorized to compensate Pinnacle for its services and reimburse Pinnacle for its reasonable and documented out-of-pocket expenses in accordance with Pinnacle's customary fee schedule (a copy of which is attached as Exhibit A to the Motion), at estimated total fees and expenses of approximately $285,000, subject to adjustment based on the actual scope, complexity, and volume of services rendered, and subject to the Court's review and approval. Pinnacle's fees and expenses shall constitute administrative expenses of the Debtors' estates pursuant to 11 U.S.C. §§ 503(b) and 507(a)(2). Pinnacle shall not be required to file formal fee applications under 11 U.S.C. § 330, provided that Pinnacle's compensation remains subject to the Court's review.
5. Pinnacle shall comply with all applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules in performing its duties under this Order.
6. Nothing in this Order shall be deemed to impair or modify the rights of the Office of the United States Trustee to review and, if appropriate, object to Pinnacle's fees and expenses.
7. The Debtors are authorized to take all actions and execute all documents reasonably necessary to implement the terms of this Order.
8. This Court retains jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, or enforcement of this Order.
________________________________________
United States Bankruptcy Judge United States Bankruptcy Court Northern District of Ohio, Eastern Division
Dated: ________
Professional | Role | Estimated Fees
Calderwood & Harkness LLP | Debtor's Counsel | $4,200,000
Kellner & Hartwick LLP | Local Co-Counsel | $380,000
Aldersgate Advisory Group LLC | Financial Advisor | $4,025,000 (consisting of a $3,500,000 restructuring completion fee plus monthly advisory fees of $175,000/month)
Dralvecen Reyes Linley CPAs LLP & Associates LLP | Tax Advisor | $410,000
Pinnacle Claims Administration LLC | Claims and Noticing Agent | $285,000
Total | ~$9,300,000
Service Category | Rate / Charge
Senior Case Manager | $225.00 per hour
Case Manager | $185.00 per hour
Case Analyst / Paralegal | $125.00 per hour
Data Entry / Claims Processing Clerk | $65.00 per hour
Service Category | Rate / Charge
Print and mail — standard notice (per notice, per addressee) | $0.12
Print and mail — multi-page notice or plan/disclosure package (per package) | $1.85
Email notice distribution (per addressee) | $0.05
Master mailing list maintenance (monthly) | $750.00
Service Category | Rate / Charge
Claims docketing (per proof of claim) | $3.50
Online claims register hosting (monthly) | $1,200.00
Claims reports (per report) | $250.00
Service Category | Rate / Charge
Ballot distribution (per ballot, per addressee) | $2.00
Ballot tabulation (per ballot received) | $3.00
Tabulation Declaration preparation | $7,500.00 (flat fee)
Service Category | Rate / Charge
Case-specific website hosting (monthly) | $1,500.00
Dedicated helpdesk staffing (per hour) | $95.00

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION

I. PRELIMINARY STATEMENT

II. JURISDICTION AND VENUE

III. BACKGROUND

IV. RELIEF REQUESTED

V. PINNACLE'S QUALIFICATIONS

VI. SCOPE OF SERVICES

VII. COMPENSATION

VIII. BASIS FOR RELIEF

IX. NOTICE

X. NO PRIOR REQUEST

XI. CONCLUSION AND PRAYER FOR RELIEF

CALDERWOOD & HARKNESS LLP

KELLNER & HARTWICK LLP

EXHIBIT A

PINNACLE CLAIMS ADMINISTRATION LLC FEE SCHEDULE

EXHIBIT B

PROPOSED ORDER

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

Record

Parties

Dates

Amounts