UNITED STATES BANKRUPTCY COURT

UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF OHIO
EASTERN DIVISION
COVER SHEET AND REQUEST FOR JOINT ADMINISTRATION
The above-captioned debtors, Crestline Packaging Solutions LLC ("Crestline") and CPS Holdings Inc. ("CPS Holdings," and together with Crestline, the "Debtors"), hereby submit this cover sheet in connection with the simultaneous filing of their respective voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"). The Debtors respectfully state as follows:
1.  On the date hereof, June 20, 2022, each of the Debtors has filed a separate voluntary petition for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Ohio, Eastern Division (the "Court").
2.  Crestline Packaging Solutions LLC is the lead debtor and has been assigned Case No. 22-51247. CPS Holdings Inc. has been assigned Case No. 22-51248.
3.  A motion for joint administration of these chapter 11 cases pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Local Rule 1015-1 is being filed contemporaneously herewith. The Debtors respectfully request that the Court authorize the joint administration of these cases for procedural purposes only, under Lead Case No. 22-51247, and that all further pleadings, motions, notices, orders, and other papers filed in these cases be captioned and docketed under the jointly administered lead case number.
4.  Joint administration is warranted because the Debtors are affiliated entities. CPS Holdings Inc. is the direct parent and sole equity holder of Crestline Packaging Solutions LLC. Joint administration will avoid the unnecessary duplication of hearings, notices, and other administrative burdens, thereby promoting judicial economy and reducing costs to the estates.
5.  The Debtors emphasize that this request is for joint administration only, and not for substantive consolidation of the Debtors' respective estates. Each Debtor's estate shall remain separate and distinct.
6.  These chapter 11 cases are prepackaged cases. Prior to the filing of these petitions, the Debtors solicited and obtained the requisite acceptances of their Joint Prepackaged Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the "Plan"). A motion seeking approval of the Debtors' disclosure statement and confirmation of the Plan will be filed shortly after the petition date.
PART TWO
VOLUNTARY PETITION FOR NON-INDIVIDUALS FILING FOR BANKRUPTCY
(Official Form 201)
CRESTLINE PACKAGING SOLUTIONS LLC (Lead Case)
UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO, EASTERN DIVISION
VOLUNTARY PETITION FOR NON-INDIVIDUALS FILING FOR BANKRUPTCY
Official Form 201 (04/22)
A debtor must check one box to indicate the chapter of the Bankruptcy Code under which it is filing. A debtor who is a "small business debtor" must check the appropriate box.
Part 1: Identify the Debtor
1. Debtor's name:
Crestline Packaging Solutions LLC
2. All other names the debtor has used in the last 8 years:
CPS; Crestline
3. Debtor's federal Employer Identification Number (EIN):
31-1782094
4. Debtor's address:
Principal place of business: 4710 Industrial Corridor Drive Akron, OH 44308
Mailing address (if different from principal place of business): Same as above
5. Debtor's county of principal place of business:
Summit County, Ohio
6. Debtor's other locations:
In addition to its principal place of business located in Akron, Ohio, the Debtor operates manufacturing and distribution facilities at the following locations:
•  Manufacturing Plant, 2200 Lynch Road, Evansville, IN 47711
•  Manufacturing Plant, 8801 Industriplex Boulevard, Baton Rouge, LA 70809
•  Satellite Production Facility, 401 South Freedom Street, Ravenna, OH 44266
7. Location of principal assets:
The Debtor's principal assets, consisting of manufacturing equipment, inventory, intellectual property, accounts receivable, and real and personal property, are located at its headquarters and principal manufacturing facility at 4710 Industrial Corridor Drive, Akron, OH 44308, and at the additional plant locations identified in Item 6 above.
Part 2: Identify the Debtor's Type of Entity
8. Type of entity (check one):
•  [ ] Corporation
•  [x] Limited Liability Company
•  [ ] Partnership
•  [ ] Other (specify): _
9. Organizational details:
State or jurisdiction of organization: Ohio
Date of organization: 2007
10. Is the debtor a tax-exempt entity under Internal Revenue Code section 501?
No.
11. Are the debtor's securities listed on a public stock exchange?
No.
12. Is the debtor a small business debtor as defined in 11 U.S.C. § 101(51D)?
No. The Debtor's aggregate noncontingent liquidated secured and unsecured debts as of the date of the filing of this petition exceed the statutory threshold set forth in 11 U.S.C. § 101(51D), as amended. The Debtor does not elect to be treated as a small business debtor under the Bankruptcy Code.
13. Are the debtor's debts primarily business debts?
Yes. The Debtor's debts are primarily business debts. The Debtor is an operating company engaged in the design, manufacture, and distribution of corrugated and specialty packaging products.
Part 3: Chapter of the Bankruptcy Code Under Which the Petition Is Filed
14. Chapter of the Bankruptcy Code:
Chapter 11.
15. Subchapter V election:
The Debtor does not elect to proceed under subchapter V of chapter 11 of the Bankruptcy Code.
Part 4: Nature of Debts
16. Nature of debts:
The Debtor's debts are primarily business debts. The Debtor is an operating company, and substantially all of its obligations arise from or relate to its business operations, including funded debt incurred to finance capital expenditures and operations, trade payables arising in the ordinary course of business, equipment lease obligations, real property lease obligations, utility obligations, employee-related liabilities, and other obligations incurred in connection with the Debtor's packaging manufacturing business.
Part 5: Type of Filing
17. Nature of this filing:
This petition is part of a group of petitions being filed simultaneously by affiliated debtors. A motion for joint administration under Bankruptcy Rule 1015(b) is being filed contemporaneously herewith.
18. Related case(s):
CPS Holdings Inc. is the sole member and direct parent of the Debtor. CPS Holdings Inc. is filing its voluntary petition for relief under chapter 11 of the Bankruptcy Code simultaneously with this petition in this Court.
Part 6: Venue
19. Statement regarding venue:
This Debtor has had its domicile, principal place of business, and principal assets in this judicial district for the one hundred and eighty (180) days immediately preceding the date of the filing of this petition, or for a longer portion of such one-hundred-and-eighty-day period than in any other district. The Debtor's principal place of business is located at 4710 Industrial Corridor Drive, Akron, Ohio 44308, which is within the Northern District of Ohio, Eastern Division. Venue is therefore proper in this Court pursuant to 28 U.S.C. § 1408(1).
Part 7: Estimated Number of Creditors
20. Estimated number of creditors:
Check one:
•  [ ] 1–49
•  [ ] 50–99
•  [ ] 100–199
•  [x] 200–999
•  [ ] 1,000–5,000
•  [ ] 5,001–10,000
•  [ ] 10,001–25,000
•  [ ] 25,001–50,000
•  [ ] 50,001–100,000
•  [ ] More than 100,000
The estimated number of creditors is based on the Debtor's prepetition creditor matrix, which includes, among others, trade creditors, secured lenders, holders of second lien notes, landlords, utility service providers, taxing authorities, and current and former employees.
Part 8: Estimated Assets
21. Estimated assets:
Check one:
•  [ ] $0–$50,000
•  [ ] $50,001–$100,000
•  [ ] $100,001–$500,000
•  [ ] $500,001–$1 million
•  [ ] $1,000,001–$10 million
•  [ ] $10,000,001–$50 million
•  [ ] $50,000,001–$100 million
•  [x] $100,000,001–$500 million
•  [ ] $500,000,001–$1 billion
•  [ ] $1,000,000,001–$10 billion
•  [ ] $10,000,000,001–$50 billion
•  [ ] More than $50 billion
The estimated total assets are based on the Debtor's most recent consolidated balance sheet, which reflects the book value of the Debtor's real and personal property, including manufacturing equipment, machinery, inventory, accounts receivable, intellectual property, cash, and other assets.
Part 9: Estimated Liabilities
22. Estimated liabilities:
Check one:
•  [ ] $0–$50,000
•  [ ] $50,001–$100,000
•  [ ] $100,001–$500,000
•  [ ] $500,001–$1 million
•  [ ] $1,000,001–$10 million
•  [ ] $10,000,001–$50 million
•  [ ] $50,000,001–$100 million
•  [x] $100,000,001–$500 million
•  [ ] $500,000,001–$1 billion
•  [ ] $1,000,000,001–$10 billion
•  [ ] $10,000,000,001–$50 billion
•  [ ] More than $50 billion
The Debtor's estimated liabilities consist of the following:
Total funded indebtedness: approximately $247.3 million, comprised of:
•  $32.6 million drawn under the First Lien Revolving Credit Facility pursuant to that certain First Lien Credit Agreement, dated as of October 13, 2017, as amended, among Crestline Packaging Solutions LLC, as borrower, CPS Holdings Inc., as guarantor, the lenders party thereto, and Anchor National Bank, N.A., as administrative agent and collateral agent (the "First Lien Credit Agreement");
•  $158.7 million outstanding under the First Lien Term Loan pursuant to the First Lien Credit Agreement; and
•  $56.0 million in aggregate principal amount outstanding under those certain 9.75% Senior Secured Second Lien Notes due 2024, issued pursuant to the Indenture, dated as of October 13, 2017, among Crestline Packaging Solutions LLC, as issuer, CPS Holdings Inc., as guarantor, and Continental Fiduciary Trust Company, as indenture trustee and collateral agent (the "Second Lien Notes Indenture").
In addition to funded indebtedness, the Debtor's liabilities include trade payables, accrued expenses, employee-related obligations, lease obligations, tax liabilities, and other operating liabilities incurred in the ordinary course of business. Total general unsecured claims are estimated at approximately $14.8 million.
Part 10: Funds Available to Pay for Chapter 11 Administration
23. Are funds available to pay for the filing fee and administrative costs of this case?
Yes. The full filing fee required under 28 U.S.C. § 1930(a) is being paid contemporaneously with the filing of this petition. The Debtor has sufficient funds on hand, or access to such funds through cash collateral and anticipated debtor-in-possession financing, to pay the costs of administering this chapter 11 case. A motion for authority to use cash collateral and/or to obtain postpetition financing will be filed contemporaneously herewith or promptly after the petition date.
Part 11: Pending Bankruptcy Case Filed by Any Spouse, Partner, or Affiliate of This Debtor
24. Has any spouse, partner, or affiliate of this debtor filed a bankruptcy case?
Yes.
CPS Holdings Inc. is the direct parent company and sole equity holder of Crestline Packaging Solutions LLC. CPS Holdings Inc. is a Delaware corporation that serves as a holding company for its wholly-owned subsidiary, Crestline Packaging Solutions LLC. CPS Holdings Inc. is filing its own voluntary petition for relief under chapter 11 of the Bankruptcy Code simultaneously with the filing of this petition.
Part 12: Statement About an Eviction Judgment Against the Debtor
Not applicable. This section applies only to individual debtors.
Part 13: Certification by a Debtor Who Desires to File Under Chapter 11
25. Statement of debtor's awareness and election:
The Debtor is aware that it may proceed under chapter 7, chapter 11, chapter 12, or chapter 13 of title 11, United States Code, and understands the nature of the relief available under each such chapter. The Debtor elects to proceed under chapter 11 of the Bankruptcy Code.
26. Nature of filing:
This case is a prepackaged chapter 11 case. Prior to the commencement of this case, the Debtor, together with CPS Holdings Inc., solicited and obtained acceptances of their Joint Prepackaged Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the "Plan"), in compliance with sections 1125 and 1126 of the Bankruptcy Code and all applicable non-bankruptcy law. The Debtors intend to file the Plan, the Disclosure Statement, and a motion seeking approval thereof and confirmation of the Plan promptly after the petition date.
Part 14: Signature and Declaration
27. Signature of authorized representative of the debtor:
I declare under penalty of perjury that the information provided in this petition is true and correct to the best of my knowledge, information, and belief.
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Marcus J. Reinholdt
Title: Chief Executive Officer
Date: June 20, 2022
28. Counsel for the Debtor:
Lead Counsel: Calderwood & Harkness LLP Colette Whitman, Responsible Partner 30 Rockefeller Plaza New York, NY 10112 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
Email: whitmanc@calderwoodharkness.com
Local Co-Counsel: Kellner & Hartwick LLP Bruce Tatelman, Responsible Partner 600 Superior Avenue East, Suite 1800 Cleveland, OH 44114 Telephone: (216) 696-3939 Facsimile: (216) 696-3940
Email: btatelman@kellnerhartwick.com
Exhibit A — Statement Required by Bankruptcy Rule 1007(a)(4) Regarding Publicly Traded Securities
The Debtor, Crestline Packaging Solutions LLC, hereby states as follows with respect to publicly traded securities:
1.  Publicly traded equity securities. The Debtor has no publicly traded equity securities. The Debtor is a limited liability company, and all of its membership interests are held by CPS Holdings Inc. None of the Debtor's equity interests are registered under section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") or are listed or traded on any national securities exchange or over-the-counter market.
2.  Publicly registered debt securities. The Debtor is the issuer of the following publicly registered debt securities:
9.75% Senior Secured Second Lien Notes due 2024
•  CUSIP: 22761TAA3
•  Aggregate principal amount outstanding: $56,000,000
•  Issuer: Crestline Packaging Solutions LLC
•  Guarantor: CPS Holdings Inc.
•  Issued under: Indenture, dated as of October 13, 2017 (the "Second Lien Notes Indenture"), among Crestline Packaging Solutions LLC, as issuer, CPS Holdings Inc., as guarantor, and Continental Fiduciary Trust Company, as indenture trustee and collateral agent
•  Indenture Trustee: Continental Fiduciary Trust Company, 101 Barclay Street, New York, NY 10286
•  Interest rate: 9.75% per annum, payable semi-annually on April 15 and October 15
•  Maturity date: October 15, 2024
•  The Second Lien Notes were offered and sold pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, and are registered under the Exchange Act for reporting purposes
Exhibit B — Certificate of Counsel
I, Colette Whitman, counsel for Crestline Packaging Solutions LLC, the above-named debtor, do hereby certify as follows:
1.  I am a partner at Calderwood & Harkness LLP, counsel to the Debtor in this chapter 11 case.
2.  Pursuant to 11 U.S.C. § 342(b) and Bankruptcy Rule 2016, I have informed the Debtor of the availability of each chapter of the Bankruptcy Code under which the Debtor may file a petition for relief, including the availability of relief under chapters 7, 11, 12, and 13, and the general nature of relief available under each such chapter.
3.  I have explained to the Debtor the distinctions among the various chapters of the Bankruptcy Code, and the Debtor has elected to proceed under chapter 11 of the Bankruptcy Code.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Colette Whitman
Title: Partner
Date: June 20, 2022
Exhibit C — Statement Regarding Section 342(b) of the Bankruptcy Code
Not applicable. Section 342(b) of the Bankruptcy Code applies only to individual debtors. The Debtor is a limited liability company.
Exhibit D — Individual Debtor's Statement of Compliance with Credit Counseling Requirement
Not applicable. This exhibit applies only to individual debtors. The Debtor is a limited liability company.
LIST OF CREDITORS HOLDING THE 20 LARGEST UNSECURED CLAIMS
Pursuant to Bankruptcy Rule 1007(d) and Local Rule 1007-1, the following is a list of the Debtor's creditors holding the twenty (20) largest unsecured claims, excluding insiders, as of the petition date. The information herein is based on the Debtor's books and records and is qualified in its entirety by reference thereto. The Debtor reserves all rights to amend, supplement, or modify this list.
The claims listed below are unsecured or represent the unsecured deficiency portion of undersecured claims. The listing of a claim herein does not constitute an admission by the Debtor that such claim is valid, properly classified, or not subject to offset, defense, or counterclaim.
Total estimated general unsecured claims: approximately $14,800,000 (inclusive of claims listed above and additional smaller general unsecured claims not individually listed herein).
PART THREE
VOLUNTARY PETITION FOR NON-INDIVIDUALS FILING FOR BANKRUPTCY
(Official Form 201)
CPS HOLDINGS INC. (Co-Debtor)
UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO, EASTERN DIVISION
VOLUNTARY PETITION FOR NON-INDIVIDUALS FILING FOR BANKRUPTCY
Official Form 201 (04/22)
Part 1: Identify the Debtor
1. Debtor's name:
CPS Holdings Inc.
2. All other names the debtor has used in the last 8 years:
None.
3. Debtor's federal Employer Identification Number (EIN):
82-3491657
4. Debtor's address:
Principal place of business / Mailing address: c/o Crestline Packaging Solutions LLC 4710 Industrial Corridor Drive Akron, OH 44308
Registered agent: National Corporate Services, Inc. 1209 Orange Street Wilmington, DE 19801
5. Debtor's county of principal place of business:
Summit County, Ohio
6. Debtor's other locations:
CPS Holdings Inc. is a holding company and does not maintain any separate operating facilities. Its business address is care of its wholly-owned subsidiary, Crestline Packaging Solutions LLC, at the address set forth above.
7. Location of principal assets:
CPS Holdings Inc. is a holding company. Its principal assets are held indirectly through its 100% ownership of Crestline Packaging Solutions LLC. The assets of Crestline Packaging Solutions LLC are located principally in Akron, Ohio, with additional assets at manufacturing plants in Evansville, Indiana; Baton Rouge, Louisiana; and Ravenna, Ohio, as more fully described in the voluntary petition of Crestline Packaging Solutions LLC (Case No. 22-51247).
Part 2: Identify the Debtor's Type of Entity
8. Type of entity (check one):
•  [x] Corporation
•  [ ] Limited Liability Company
•  [ ] Partnership
•  [ ] Other (specify): _
9. Organizational details:
State or jurisdiction of incorporation: Delaware
Date of incorporation: 2017
10. Is the debtor a tax-exempt entity under Internal Revenue Code section 501?
No.
11. Are the debtor's securities listed on a public stock exchange?
No.
12. Is the debtor a small business debtor as defined in 11 U.S.C. § 101(51D)?
No. CPS Holdings Inc. is a guarantor under the First Lien Credit Agreement and the Second Lien Notes Indenture. Its aggregate noncontingent liquidated debts exceed the statutory threshold set forth in 11 U.S.C. § 101(51D), as amended. CPS Holdings Inc. does not elect to be treated as a small business debtor under the Bankruptcy Code.
13. Are the debtor's debts primarily business debts?
Yes. CPS Holdings Inc. is a holding company whose obligations consist primarily of guaranty obligations under secured credit facilities and an indenture, as well as intercompany obligations, all of which arose in connection with the business operations of its wholly-owned subsidiary.
Part 3: Chapter of the Bankruptcy Code Under Which the Petition Is Filed
14. Chapter of the Bankruptcy Code:
Chapter 11.
15. Subchapter V election:
The Debtor does not elect to proceed under subchapter V of chapter 11 of the Bankruptcy Code.
Part 4: Nature of Debts
16. Nature of debts:
The Debtor's debts are primarily business debts. CPS Holdings Inc. is a holding company, and its obligations consist principally of (a) guaranty obligations under the First Lien Credit Agreement in respect of an aggregate of approximately $191.3 million in first lien revolving credit facility borrowings and first lien term loan obligations of Crestline Packaging Solutions LLC, (b) guaranty obligations under the Second Lien Notes Indenture in respect of $56.0 million in aggregate principal amount of 9.75% Senior Secured Second Lien Notes due 2024 issued by Crestline Packaging Solutions LLC, plus accrued and unpaid interest, and (c) limited intercompany and administrative obligations.
Part 5: Type of Filing
17. Nature of this filing:
This petition is part of a group of petitions being filed simultaneously by affiliated debtors. A motion for joint administration under Bankruptcy Rule 1015(b) is being filed contemporaneously herewith.
18. Related case(s):
Crestline Packaging Solutions LLC is the direct, wholly-owned subsidiary of CPS Holdings Inc. Crestline Packaging Solutions LLC is filing its voluntary petition for relief under chapter 11 of the Bankruptcy Code simultaneously with this petition in this Court. Crestline Packaging Solutions LLC has been designated as the lead case debtor.
Part 6: Venue
19. Statement regarding venue:
Venue is proper in the Northern District of Ohio, Eastern Division, pursuant to 28 U.S.C. § 1408(2), because an affiliate of this Debtor, Crestline Packaging Solutions LLC, has its principal place of business in this district, and Crestline Packaging Solutions LLC has a case pending under title 11 of the United States Code in this Court as of the date of the filing of this petition. Crestline Packaging Solutions LLC's principal place of business is located at 4710 Industrial Corridor Drive, Akron, Ohio 44308, which is within the Northern District of Ohio, Eastern Division.
Part 7: Estimated Number of Creditors
20. Estimated number of creditors:
Check one:
•  [x] 1–49
•  [ ] 50–99
•  [ ] 100–199
•  [ ] 200–999
•  [ ] 1,000–5,000
•  [ ] 5,001–10,000
•  [ ] 10,001–25,000
•  [ ] 25,001–50,000
•  [ ] 50,001–100,000
•  [ ] More than 100,000
CPS Holdings Inc. is a holding company with limited direct creditors. Its obligations are primarily guaranty obligations and intercompany claims. The Debtor estimates that it has fewer than 50 direct creditors.
Part 8: Estimated Assets
21. Estimated assets:
Check one:
•  [ ] $0–$50,000
•  [ ] $50,001–$100,000
•  [ ] $100,001–$500,000
•  [ ] $500,001–$1 million
•  [ ] $1,000,001–$10 million
•  [ ] $10,000,001–$50 million
•  [ ] $50,000,001–$100 million
•  [x] $100,000,001–$500 million
•  [ ] $500,000,001–$1 billion
•  [ ] $1,000,000,001–$10 billion
•  [ ] $10,000,000,001–$50 billion
•  [ ] More than $50 billion
The estimated assets of CPS Holdings Inc. are held indirectly through its 100% ownership of Crestline Packaging Solutions LLC. The value of such indirect assets falls within the range of $100,000,001 to $500,000,000, based on the book value of the assets of Crestline Packaging Solutions LLC as reflected on the most recent consolidated balance sheet.
Part 9: Estimated Liabilities
22. Estimated liabilities:
Check one:
•  [ ] $0–$50,000
•  [ ] $50,001–$100,000
•  [ ] $100,001–$500,000
•  [ ] $500,001–$1 million
•  [ ] $1,000,001–$10 million
•  [ ] $10,000,001–$50 million
•  [ ] $50,000,001–$100 million
•  [x] $100,000,001–$500 million
•  [ ] $500,000,001–$1 billion
•  [ ] $1,000,000,001–$10 billion
•  [ ] $10,000,000,001–$50 billion
•  [ ] More than $50 billion
CPS Holdings Inc.'s liabilities consist primarily of its guaranty obligations under the First Lien Credit Agreement (approximately $191.3 million in aggregate obligations of Crestline Packaging Solutions LLC as primary obligor) and the Second Lien Notes Indenture ($56.0 million in aggregate principal amount outstanding, plus approximately $3.9 million in accrued and unpaid interest as of the petition date). CPS Holdings Inc. is jointly and severally liable with Crestline Packaging Solutions LLC in respect of these obligations. CPS Holdings Inc. may also have intercompany obligations and limited direct obligations to administrative and professional service providers.
Part 10: Funds Available to Pay for Chapter 11 Administration
23. Are funds available to pay for the filing fee and administrative costs of this case?
Yes. CPS Holdings Inc. has access to funds through its wholly-owned subsidiary debtor, Crestline Packaging Solutions LLC. The full filing fee is being paid contemporaneously with the filing of this petition.
Part 11: Pending Bankruptcy Case Filed by Any Spouse, Partner, or Affiliate of This Debtor
24. Has any spouse, partner, or affiliate of this debtor filed a bankruptcy case?
Yes.
25. Equity holder:
Thornfield Capital Partners LP holds 100% of the issued and outstanding equity of CPS Holdings Inc. Thornfield Capital Partners LP is a private equity fund organized as a Delaware limited partnership. Thornfield Capital Partners LP is not a debtor in these chapter 11 cases and has not filed a petition for relief under any chapter of the Bankruptcy Code.
Part 12: Statement About an Eviction Judgment Against the Debtor
Not applicable. This section applies only to individual debtors.
Part 13: Certification by a Debtor Who Desires to File Under Chapter 11
26. Statement of debtor's awareness and election:
The Debtor is aware that it may proceed under chapter 7, chapter 11, chapter 12, or chapter 13 of title 11, United States Code, and understands the nature of the relief available under each such chapter. The Debtor elects to proceed under chapter 11 of the Bankruptcy Code.
27. Nature of filing:
This case is a prepackaged chapter 11 case. Prior to the commencement of this case, the Debtors solicited and obtained acceptances of their Joint Prepackaged Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the "Plan"), in compliance with sections 1125 and 1126 of the Bankruptcy Code and all applicable non-bankruptcy law.
Part 14: Signature and Declaration
28. Signature of authorized representative of the debtor:
I declare under penalty of perjury that the information provided in this petition is true and correct to the best of my knowledge, information, and belief.
CPS HOLDINGS INC.
By: ________
Name: Marcus J. Reinholdt
Title: Chief Executive Officer of Crestline Packaging Solutions LLC, sole subsidiary of CPS Holdings Inc., authorized to act on behalf of CPS Holdings Inc. pursuant to Board Resolution dated June 19, 2022
Date: June 20, 2022
29. Counsel for the Debtor:
Lead Counsel: Calderwood & Harkness LLP Colette Whitman, Responsible Partner 30 Rockefeller Plaza New York, NY 10112 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
Email: whitmanc@calderwoodharkness.com
Local Co-Counsel: Kellner & Hartwick LLP Bruce Tatelman, Responsible Partner 600 Superior Avenue East, Suite 1800 Cleveland, OH 44114 Telephone: (216) 696-3939 Facsimile: (216) 696-3940
Email: btatelman@kellnerhartwick.com
Exhibit A — Statement Required by Bankruptcy Rule 1007(a)(4) Regarding Publicly Traded Securities
The Debtor, CPS Holdings Inc., hereby states as follows with respect to publicly traded securities:
1.  Publicly traded equity securities. CPS Holdings Inc. has no publicly traded equity securities. All of the issued and outstanding equity of CPS Holdings Inc. is held by Thornfield Capital Partners LP, a private equity fund. None of CPS Holdings Inc.'s equity securities are registered under section 12 of the Securities Exchange Act of 1934 (the "Exchange Act") or are listed or traded on any national securities exchange or over-the-counter market.
2.  Publicly registered debt securities. CPS Holdings Inc. is not the issuer of any publicly registered debt securities. However, CPS Holdings Inc. is a guarantor under the Second Lien Notes Indenture pursuant to which Crestline Packaging Solutions LLC has issued 9.75% Senior Secured Second Lien Notes due 2024 (CUSIP: 22761TAA3) in the aggregate principal amount of $56,000,000. The Second Lien Notes Indenture and related guaranty are more fully described in the voluntary petition of Crestline Packaging Solutions LLC (Case No. 22-51247).
Exhibit B — Certificate of Counsel
I, Colette Whitman, counsel for CPS Holdings Inc., the above-named debtor, do hereby certify as follows:
1.  I am a partner at Calderwood & Harkness LLP, counsel to the Debtor in this chapter 11 case.
2.  Pursuant to 11 U.S.C. § 342(b) and Bankruptcy Rule 2016, I have informed the Debtor of the availability of each chapter of the Bankruptcy Code under which the Debtor may file a petition for relief, including the availability of relief under chapters 7, 11, 12, and 13, and the general nature of relief available under each such chapter.
3.  I have explained to the Debtor the distinctions among the various chapters of the Bankruptcy Code, and the Debtor has elected to proceed under chapter 11 of the Bankruptcy Code.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Colette Whitman
Title: Partner
Date: June 20, 2022
LIST OF CREDITORS HOLDING THE 20 LARGEST UNSECURED CLAIMS
Pursuant to Bankruptcy Rule 1007(d) and Local Rule 1007-1, the following is a list of the Debtor's creditors holding the largest unsecured claims, excluding insiders, as of the petition date. Because CPS Holdings Inc. is a holding company with limited direct creditors, fewer than twenty (20) creditors hold unsecured claims against CPS Holdings Inc. The information herein is based on the Debtor's books and records and is qualified in its entirety by reference thereto. The Debtor reserves all rights to amend, supplement, or modify this list.
The listing of a claim herein does not constitute an admission by the Debtor that such claim is valid, properly classified, or not subject to offset, defense, or counterclaim.
Note: CPS Holdings Inc. has a limited number of direct creditors. Its principal obligations are guaranty obligations under the First Lien Credit Agreement and the Second Lien Notes Indenture, which are allocated to Crestline Packaging Solutions LLC as the primary obligor on such indebtedness. To the extent a deficiency claim arises against CPS Holdings Inc. in its capacity as guarantor, such claim would be treated in accordance with the Joint Prepackaged Plan of Reorganization.
PART FOUR
CORPORATE RESOLUTIONS AND AUTHORIZATIONS TO FILE
CERTIFIED COPY OF RESOLUTION OF THE BOARD OF MANAGERS OF CRESTLINE PACKAGING SOLUTIONS LLC
I, Preston Yee, General Counsel and Secretary of Crestline Packaging Solutions LLC, a limited liability company organized under the laws of the State of Ohio (the "Company"), do hereby certify that the following is a true and correct copy of resolutions duly adopted by the Board of Managers of the Company by unanimous written consent, effective as of June 19, 2022, in accordance with the Company's Amended and Restated Operating Agreement:
RESOLUTIONS
WHEREAS, the Board of Managers of the Company (the "Board") has been advised by management and the Company's legal and financial advisors regarding the Company's financial condition, the status of negotiations with the Company's creditors, and the terms of a proposed prepackaged plan of reorganization under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"); and
WHEREAS, the Board has determined, after careful consideration and deliberation, and upon the advice of legal counsel and financial advisors, that it is in the best interests of the Company and its stakeholders for the Company to commence a voluntary case under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Ohio (the "Bankruptcy Court"); and
WHEREAS, the Board has further determined that CPS Holdings Inc., the Company's sole member and parent entity, should also commence a voluntary case under chapter 11 of the Bankruptcy Code simultaneously with the Company's case, and that the cases should be jointly administered for procedural purposes;
NOW, THEREFORE, BE IT RESOLVED, that Marcus J. Reinholdt, as Chief Executive Officer of the Company, and Preston Yee, as General Counsel of the Company, are hereby authorized, empowered, and directed to execute, verify, and file a voluntary petition under chapter 11 of the Bankruptcy Code on behalf of the Company in the Bankruptcy Court, together with all schedules, statements, lists, and other documents required in connection therewith;
RESOLVED FURTHER, that Marcus J. Reinholdt and Preston Yee are hereby authorized, empowered, and directed to execute and file all first day motions, applications, and other pleadings as may be necessary or advisable in connection with the commencement and administration of the Company's chapter 11 case;
RESOLVED FURTHER, that Calderwood & Harkness LLP is hereby authorized and approved to act as lead bankruptcy and restructuring counsel to the Company in the chapter 11 case, and that Kellner & Hartwick LLP is hereby authorized and approved to act as local co-counsel to the Company in the chapter 11 case, in each case subject to the approval of the Bankruptcy Court pursuant to sections 327 and 328 of the Bankruptcy Code;
RESOLVED FURTHER, that Aldersgate Advisory Group LLC is hereby authorized and approved to act as financial advisor to the Company in the chapter 11 case, subject to the approval of the Bankruptcy Court pursuant to sections 327 and 328 of the Bankruptcy Code;
RESOLVED FURTHER, that each of the officers of the Company is hereby authorized, empowered, and directed, in the name and on behalf of the Company, to take or cause to be taken any and all such further actions, and to execute, deliver, and file any and all such further agreements, instruments, certificates, and documents, as such officer may deem necessary, appropriate, or advisable to effectuate the purposes and intent of the foregoing resolutions, with the taking of any such actions, the execution, delivery, and filing of any such agreements, instruments, certificates, or documents to be conclusive evidence of such officer's approval thereof and of the Board's authorization therefor.
CERTIFICATION
I, Preston Yee, General Counsel and Secretary of Crestline Packaging Solutions LLC, do hereby certify that (i) the foregoing resolutions were duly adopted by the Board of Managers of the Company by unanimous written consent, effective as of June 19, 2022; (ii) such resolutions have not been modified, amended, or rescinded and remain in full force and effect as of the date hereof; and (iii) I am duly authorized to execute this certification on behalf of the Company.
________________________________________
Preston Yee General Counsel and Secretary Crestline Packaging Solutions LLC
Date: June 19, 2022
CERTIFIED COPY OF RESOLUTION OF THE BOARD OF DIRECTORS OF CPS HOLDINGS INC.
I, Preston Yee, Secretary of CPS Holdings Inc., a corporation organized under the laws of the State of Delaware (the "Corporation"), do hereby certify that the following is a true and correct copy of resolutions duly adopted by the Board of Directors of the Corporation by unanimous written consent, effective as of June 19, 2022, in accordance with the Corporation's Amended and Restated Bylaws and Section 141(f) of the Delaware General Corporation Law:
RESOLUTIONS
WHEREAS, the Board of Directors of the Corporation (the "Board") has been advised by the management of Crestline Packaging Solutions LLC, the Corporation's wholly-owned subsidiary, and by the Corporation's legal and financial advisors regarding the financial condition of the Corporation and its subsidiary, the status of negotiations with the Corporation's creditors, and the terms of a proposed prepackaged plan of reorganization under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"); and
WHEREAS, the Board, consisting of Julian Ashford (representing Thornfield Capital Partners LP), Rebecca Strand (representing Thornfield Capital Partners LP), and Marcus J. Reinholdt, has carefully considered and deliberated the advisability of the Corporation commencing a voluntary case under chapter 11 of the Bankruptcy Code; and
WHEREAS, the Board has determined, after careful consideration, and upon the advice of legal counsel and financial advisors, that it is in the best interests of the Corporation and its stakeholders for the Corporation to commence a voluntary case under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Ohio (the "Bankruptcy Court"), simultaneously with the filing by Crestline Packaging Solutions LLC of its own voluntary petition in the Bankruptcy Court;
NOW, THEREFORE, BE IT RESOLVED, that Marcus J. Reinholdt, in his capacity as Chief Executive Officer of Crestline Packaging Solutions LLC, the sole subsidiary of the Corporation, is hereby authorized, empowered, and directed to execute, verify, and file a voluntary petition under chapter 11 of the Bankruptcy Code on behalf of the Corporation in the Bankruptcy Court, together with all schedules, statements, lists, and other documents required in connection therewith;
RESOLVED FURTHER, that Marcus J. Reinholdt is hereby authorized, empowered, and directed to execute and file all first day motions, applications, and other pleadings on behalf of the Corporation as may be necessary or advisable in connection with the commencement and administration of the Corporation's chapter 11 case;
RESOLVED FURTHER, that Calderwood & Harkness LLP and Kellner & Hartwick LLP are authorized and approved to act as counsel to the Corporation in the chapter 11 case, subject to the approval of the Bankruptcy Court;
RESOLVED FURTHER, that each of the authorized officers and representatives of the Corporation is hereby authorized, empowered, and directed, in the name and on behalf of the Corporation, to take or cause to be taken any and all such further actions, and to execute, deliver, and file any and all such further agreements, instruments, certificates, and documents, as such officer or representative may deem necessary, appropriate, or advisable to effectuate the purposes and intent of the foregoing resolutions.
CERTIFICATION
I, Preston Yee, Secretary of CPS Holdings Inc., do hereby certify that (i) the foregoing resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent of all directors, effective as of June 19, 2022; (ii) the Board of Directors of the Corporation as of such date consisted of Julian Ashford, Rebecca Strand, and Marcus J. Reinholdt; (iii) such resolutions have not been modified, amended, or rescinded and remain in full force and effect as of the date hereof; and (iv) I am duly authorized to execute this certification on behalf of the Corporation.
________________________________________
Preston Yee Secretary CPS Holdings Inc.
Date: June 19, 2022
PART FIVE
VERIFICATIONS UNDER PENALTY OF PERJURY
VERIFICATION — CRESTLINE PACKAGING SOLUTIONS LLC
I, Marcus J. Reinholdt, the Chief Executive Officer of Crestline Packaging Solutions LLC, a limited liability company organized under the laws of the State of Ohio, being duly authorized to execute this verification on behalf of the Debtor, do hereby declare under penalty of perjury under the laws of the United States of America, pursuant to 28 U.S.C. § 1746, as follows:
1.  I am the Chief Executive Officer of Crestline Packaging Solutions LLC, the above-captioned debtor (the "Debtor"), and I am duly authorized to execute this verification on behalf of the Debtor.
2.  I have reviewed the Voluntary Petition for Non-Individuals Filing for Bankruptcy (Official Form 201) filed by the Debtor in this case, including all exhibits and attachments thereto.
3.  I have personal knowledge of the facts and matters set forth in the petition, or have been informed of such facts and matters by other officers, employees, and advisors of the Debtor, and I believe the information to be true and correct.
4.  The information provided in the petition, including the List of Creditors Holding the 20 Largest Unsecured Claims, is true and correct to the best of my knowledge, information, and belief, formed after reasonable inquiry.
I declare under penalty of perjury that the foregoing is true and correct.
________________________________________
Marcus J. Reinholdt Chief Executive Officer Crestline Packaging Solutions LLC
Date: June 20, 2022
VERIFICATION — CPS HOLDINGS INC.
I, Marcus J. Reinholdt, acting on behalf of CPS Holdings Inc., a corporation organized under the laws of the State of Delaware, in my capacity as Chief Executive Officer of Crestline Packaging Solutions LLC, the sole subsidiary of CPS Holdings Inc., and as the authorized representative of CPS Holdings Inc. pursuant to the Board Resolution of CPS Holdings Inc. dated June 19, 2022, do hereby declare under penalty of perjury under the laws of the United States of America, pursuant to 28 U.S.C. § 1746, as follows:
1.  I am the Chief Executive Officer of Crestline Packaging Solutions LLC, the wholly-owned subsidiary of CPS Holdings Inc. Pursuant to the resolution of the Board of Directors of CPS Holdings Inc. dated June 19, 2022, I am duly authorized to execute this verification and the voluntary petition on behalf of CPS Holdings Inc.
2.  I have reviewed the Voluntary Petition for Non-Individuals Filing for Bankruptcy (Official Form 201) filed by CPS Holdings Inc. in this case, including all exhibits and attachments thereto.
3.  I have personal knowledge of the facts and matters set forth in the petition, or have been informed of such facts and matters by other officers, employees, and advisors of the Debtors, and I believe the information to be true and correct.
4.  The information provided in the petition, including the List of Creditors Holding the Largest Unsecured Claims, is true and correct to the best of my knowledge, information, and belief, formed after reasonable inquiry.
I declare under penalty of perjury that the foregoing is true and correct.
________________________________________
Marcus J. Reinholdt Chief Executive Officer, Crestline Packaging Solutions LLC Authorized Representative of CPS Holdings Inc.
Date: June 20, 2022
PART SIX
FILING RECEIPT AND CASE ASSIGNMENT INFORMATION
(Appended by the Clerk of the Bankruptcy Court)
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF OHIO, EASTERN DIVISION
NOTICE OF FILING AND CASE ASSIGNMENT
Date of Filing: June 20, 2022
The following voluntary petitions for relief under chapter 11 of title 11 of the United States Code have been filed and assigned the case numbers indicated below:
Joint Administration: These cases are jointly administered under Lead Case No. 22-51247 pursuant to Bankruptcy Rule 1015(b) (subject to entry of an order granting the Debtors' Motion for Joint Administration).
Court: United States Bankruptcy Court for the Northern District of Ohio, Eastern Division
United States Trustee Office: Region 9, Office of the United States Trustee, Howard M. Metzenbaum United States Courthouse, 201 Superior Avenue, Cleveland, OH 44114
Meeting of Creditors pursuant to 11 U.S.C. § 341: To be scheduled. Notice of the date, time, and location of the meeting of creditors will be provided by separate notice to all creditors and parties in interest.
Filing Fees: Paid in full at the time of filing for each petition.
Claims and Noticing Agent: Pinnacle Claims Administration LLC, 1010 Dale Street North, St. Paul, MN 55117 (subject to approval of the Debtors' pending Application for Order Authorizing Employment and Retention of Pinnacle Claims Administration LLC as Claims and Noticing Agent, Nunc Pro Tunc to the Petition Date, to be filed contemporaneously herewith or promptly after the petition date).
All inquiries regarding these cases should be directed to the Clerk of the Bankruptcy Court for the Northern District of Ohio, Eastern Division, or to the Debtors' counsel of record.
NOTICE: This filing receipt is generated by the Clerk of the Bankruptcy Court for informational purposes and does not constitute an order of the Court.
In re:
CRESTLINE PACKAGING SOLUTIONS LLC and CPS HOLDINGS INC.,
Debtors.
Lead Case No.: | 22-51247
Case No.: | 22-51248
Chapter: | 11
Jointly Administered
In re:
CRESTLINE PACKAGING SOLUTIONS LLC,
Debtor.
Case No.: | 22-51247
Chapter: | 11
Debtor | Case No. | Relationship | Court
CPS Holdings Inc. | 22-51248 | Direct parent / 100% equity holder of this Debtor | N.D. Ohio (Eastern Division)
Name of Debtor | Case Number | Relationship | Court | Filing Date
CPS Holdings Inc. | 22-51248 | Direct parent entity; sole member and 100% equity holder of this Debtor | N.D. Ohio, Eastern Division | June 20, 2022 (simultaneous filing)
No. | Creditor Name and Address | Nature of Claim | Amount of Claim
1 | Northstar Polymers Inc., 14400 Westheimer Road, Suite 200, Houston, TX 77077 | Trade payable — resin and polymer supply | $2,347,000
2 | Continental Fiduciary Trust Company (as Indenture Trustee for holders of 9.75% Senior Secured Second Lien Notes due 2024), 101 Barclay Street, New York, NY 10286 | Second Lien Notes — potential unsecured deficiency claim | Amount to be determined
3 | Meridian Industrial Leasing Corp., 8000 Towers Crescent Drive, Suite 1350, Tysons Corner, VA 22182 | Equipment lease obligations (unsecured portion) | $1,892,000
4 | Summit Chemical Supply Co., 1575 Triplett Boulevard, Akron, OH 44306 | Trade payable — ink and chemical supply | $1,641,000
5 | Benchmark Real Estate Holdings LLC, 900 Darrow Road, Akron, OH 44305 | Landlord — lease arrears | $126,000
6 | PacifiCorr Industries Ltd., 2500 Marine Way, Mountain View, CA 94043 | Trade payable — specialty board supply | $1,218,000
7 | Consolidated Logistics Partners LP, 3100 Cumberland Boulevard, Suite 600, Atlanta, GA 30339 | Trade payable — freight and logistics services | $987,000
8 | Great Lakes Energy Solutions Inc., 76 South Main Street, Akron, OH 44308 | Utility — electricity and natural gas | $412,000
9 | Apex Converting Equipment Corp., 550 North Brand Boulevard, Glendale, CA 91203 | Trade payable — equipment parts and service | $398,000
10 | Buckeye Staffing Associates LLC, 200 Public Square, Suite 3600, Cleveland, OH 44114 | Temporary staffing services | $374,000
11 | Omega Industrial Coatings Inc., 1901 North Roselle Road, Schaumburg, IL 60195 | Trade payable — coating materials | $361,000
12 | Delta Environmental Services LLC, 700 Universe Boulevard, Juno Beach, FL 33408 | Waste management and environmental compliance services | $318,000
13 | Allied Label & Packaging Corp., 420 Lexington Avenue, Suite 2730, New York, NY 10170 | Trade payable — label supply | $294,000
14 | Ironclad Maintenance Solutions Inc., 900 Victors Way, Suite 300, Ann Arbor, MI 48108 | Plant maintenance and HVAC services | $281,000
15 | Precision Die & Tooling LLC, 7240 Engle Road, Middleburg Heights, OH 44130 | Trade payable — die cutting supplies and tooling | $264,000
16 | Keystone Information Technologies Inc., 2929 Walnut Street, Suite 1200, Philadelphia, PA 19104 | IT infrastructure and software licensing | $241,000
17 | Lakeshore Paper & Fiber Co., 3300 East 55th Street, Cleveland, OH 44127 | Trade payable — paper and fiber supply | $227,000
18 | National Property Insurance Corp., 151 North Franklin Street, Chicago, IL 60606 | Insurance premiums (general liability, property, workers' compensation) | $209,000
19 | R&K Transportation Services Inc., 1201 Pennsylvania Avenue NW, Suite 300, Washington, DC 20004 | Freight services | $186,000
20 | Crawford & Associates CPA Group LLP, 3500 Embassy Parkway, Suite 200, Akron, OH 44333 | Accounting and tax advisory services | $174,000
In re:
CPS HOLDINGS INC.,
Debtor.
Case No.: | 22-51248
Chapter: | 11
Debtor | Case No. | Relationship | Court
Crestline Packaging Solutions LLC | 22-51247 (Lead Case) | Direct, wholly-owned subsidiary of this Debtor | N.D. Ohio (Eastern Division)
Name of Debtor/Entity | Case Number | Relationship | Court | Filing Date
Crestline Packaging Solutions LLC | 22-51247 | Direct, wholly-owned subsidiary of this Debtor | N.D. Ohio, Eastern Division | June 20, 2022 (simultaneous filing)
No. | Creditor Name and Address | Nature of Claim | Amount of Claim
1 | Anchor National Bank, N.A. (as Administrative Agent and Collateral Agent under the First Lien Credit Agreement), 383 Madison Avenue, New York, NY 10179 | Guaranty obligations under First Lien Credit Agreement — unsecured deficiency claim (if any) against CPS Holdings Inc. as guarantor; primary obligor is Crestline Packaging Solutions LLC; aggregate guaranteed obligations: approximately $191.3 million | Amount to be determined; allocated to Crestline Packaging Solutions LLC as primary obligor
2 | Continental Fiduciary Trust Company (as Indenture Trustee for holders of 9.75% Senior Secured Second Lien Notes due 2024), 101 Barclay Street, New York, NY 10286 | Guaranty obligations under Second Lien Notes Indenture — unsecured deficiency claim (if any) against CPS Holdings Inc. as guarantor; principal outstanding: $56.0 million; accrued and unpaid interest: approximately $3.9 million | Amount to be determined; allocated to Crestline Packaging Solutions LLC as primary obligor
3 | Calderwood & Harkness LLP, 30 Rockefeller Plaza, New York, NY 10112 | Prepetition legal fees — restructuring counsel | $187,500
4 | Aldersgate Advisory Group LLC, 1700 Broadway, Suite 2800, New York, NY 10019 | Prepetition advisory fees — financial advisor | $150,000
5 | Kellner & Hartwick LLP, 600 Superior Avenue East, Suite 1800, Cleveland, OH 44114 | Prepetition legal fees — local co-counsel | $47,200
6 | Crestline Packaging Solutions LLC (intercompany), 4710 Industrial Corridor Drive, Akron, OH 44308 | Intercompany obligation — management fees, tax sharing, and administrative allocations | $312,000
Case No. | Debtor | Chapter | Status
22-51247 | Crestline Packaging Solutions LLC | 11 | Lead Case
22-51248 | CPS Holdings Inc. | 11 | Co-Debtor