ballot-form.docx · OpenFirm

BALLOT FOR ACCEPTING OR REJECTING THE PREPACKAGED PLAN OF REORGANIZATION OF CRESTLINE PACKAGING SOLUTIONS LLC AND CPS HOLDINGS INC.

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO (EASTERN DIVISION)

In re:

CRESTLINE PACKAGING SOLUTIONS LLC (EIN: 31-1782094) CPS HOLDINGS INC. (EIN: 82-3491657)

Debtors.

Case No. 22-51247 (Jointly Administered)

Chapter 11

Prepackaged Plan of Reorganization filed as Dkt. 47 Disclosure Statement filed as Dkt. 48

CLASS-SPECIFIC BALLOT This Ballot is to be used by holders of impaired claims in one of the following classes: Class 2 — First Lien Secured Claims Class 3 — Second Lien Secured Claims Class 4 — General Unsecured Claims

Please complete only the class-specific ballot that corresponds to your claim.

IMPORTANT INFORMATION AND INSTRUCTIONS FOR COMPLETING THE BALLOT

PLEASE READ THESE INSTRUCTIONS CAREFULLY BEFORE COMPLETING YOUR BALLOT. IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE TABULATION AGENT AT THE ADDRESS AND TELEPHONE NUMBER SET FORTH BELOW.

Voting Deadline

All completed ballots must be actually received by the Tabulation Agent, Pinnacle Claims Administration LLC, no later than 5:00 p.m. (Eastern Time) on August 3, 2022 (the "Voting Deadline"). Ballots received after the Voting Deadline will not be counted or otherwise tabulated unless the Bankruptcy Court orders otherwise.

The Debtors reserve the right, in their sole discretion, to extend the Voting Deadline without further order of the Court. In the event the Voting Deadline is extended, notice of such extension will be provided to all known holders entitled to vote by means the Debtors deem appropriate under the circumstances, which may include notice through the Tabulation Agent, press release, or posting on the case administration website maintained by the Tabulation Agent.

Who Should Complete This Ballot

This Ballot is to be completed and submitted by each holder of an impaired claim in the applicable class (Class 2, Class 3, or Class 4, as indicated on the class-specific ballot pages that follow) who held such claim as of the applicable record date established for the solicitation of votes on the Plan.

Holders are urged to carefully review the Disclosure Statement (Dkt. 48) for a comprehensive description of the Plan, the classification of claims and interests under the Plan, the treatment afforded to each class of claims and interests, the risk factors associated with the Plan, and the Debtors' financial projections and valuation analysis. Capitalized terms used but not defined herein have the meanings ascribed to them in the Plan or the Disclosure Statement, as applicable.

Only holders of record as of the applicable record date are entitled to vote on the Plan. If you are a beneficial holder of a claim but hold your interest through a nominee, broker, bank, or other intermediary, you should coordinate with your nominee regarding the voting process or follow the separate nominee ballot procedures provided by the Tabulation Agent. Beneficial holders who hold through The Depository Trust Company ("DTC") participants should consult with their DTC participant regarding the applicable procedures for casting their votes.

If you hold claims in more than one class, you will receive a separate ballot for each class in which you hold an impaired claim. You must complete and return a separate ballot for each such class. A vote cast on one ballot will not be counted as a vote with respect to claims in any other class.

If you have received this Ballot but believe you do not hold an impaired claim in any of the designated classes, or if you believe you received this Ballot in error, please contact the Tabulation Agent immediately at the address or telephone number set forth below.

General Voting Instructions

1. Review the Disclosure Statement and the Plan. Before completing this Ballot, you should carefully review the Disclosure Statement (Dkt. 48), the Plan (Dkt. 47), and all exhibits and supplements thereto. The Disclosure Statement contains important information regarding the Plan, the Debtors' businesses and financial condition, the classification and treatment of claims and interests, the risk factors associated with the Plan, a liquidation analysis, and the Debtors' financial projections. The Disclosure Statement contains adequate information within the meaning of Section 1126(b) of the Bankruptcy Code (11 U.S.C. § 1126(b)) for the purpose of pre-petition solicitation of acceptances and rejections of the Plan. The Bankruptcy Court subsequently approved the adequacy of the Disclosure Statement and the solicitation procedures on August 10, 2022.

2. Complete all applicable items on the Ballot. You must complete Item 1 (Amount of Claim), Item 2 (Vote on the Plan), and Item 5 (Certification and Signature) on the class-specific ballot page that corresponds to your claim. Item 3 (Treatment Summary) is provided for informational purposes only and does not require a response. Item 4 (Release Election) should be completed if applicable to your circumstances, as described more fully on the ballot page.

3. Sign and date the Ballot. You must sign and date the Ballot in the space provided in Item 5. An unsigned ballot will not be counted.

4. Capacity of signatory. If the Ballot is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation, or partner of a partnership, the signer must indicate his or her full title and the capacity in which he or she is signing. If the Ballot is submitted by an authorized agent on behalf of the holder, proper evidence of the agent's authority to act on behalf of the holder (such as a power of attorney, corporate resolution, or similar documentation) must be submitted together with the Ballot. Failure to provide adequate evidence of authority may result in the Ballot not being counted.

5. Multiple ballots. If the Tabulation Agent receives multiple ballots from or on behalf of the same holder with respect to the same claim prior to the Voting Deadline, only the last timely received ballot will be counted for purposes of tabulation, and all previously received ballots with respect to such claim will be deemed superseded and revoked. However, if a holder holds claims in more than one class, the holder should submit a separate ballot for each class and each such ballot will be counted independently.

6. Incomplete, illegible, or ambiguous ballots. Any ballot that is illegible, contains insufficient information to permit the identification of the holder or the amount of the claim, or does not clearly indicate either acceptance or rejection of the Plan (for example, a ballot on which both the "ACCEPTS" and "REJECTS" boxes are checked, or on which neither box is checked) will not be counted for purposes of tabulation. The Tabulation Agent, in consultation with the Debtors and their counsel, shall have the authority to determine, in their reasonable discretion, whether a ballot has been properly completed, executed, and timely delivered.

7. No revocation after Voting Deadline. Once the Voting Deadline has passed, no ballot may be withdrawn or modified except with the prior approval of the Bankruptcy Court.

Return of Completed Ballots

Completed ballots should be returned to the Tabulation Agent by one of the following methods:

By First-Class Mail, Overnight Courier, or Hand Delivery:

Pinnacle Claims Administration LLC

Attn: Crestline Packaging Solutions LLC Ballot Processing

1010 Dale Street North St. Paul, MN 55117

By Electronic Submission:

Ballots may be submitted electronically through the Tabulation Agent's secure online portal at: https://www.pinnacleclaims.com/crestline-ballot

Alternatively, ballots may be submitted via email to: crestline-ballots@pinnacleclaims.com

FACSIMILE BALLOTS WILL NOT BE ACCEPTED unless otherwise ordered by the Bankruptcy Court. Any ballot submitted by facsimile will not be counted for purposes of tabulation.

DO NOT RETURN THIS BALLOT TO THE DEBTORS, THE COURT, OR ANY PARTY OTHER THAN THE TABULATION AGENT.

Acceptance Thresholds

Under Section 1126(c) of the Bankruptcy Code (11 U.S.C. § 1126(c)), a class of claims is deemed to have accepted a plan of reorganization if the plan has been accepted by the holders of at least two-thirds in dollar amount and more than one-half in number of the allowed claims in such class that have actually voted to accept or reject the plan. For purposes of determining whether the requisite acceptances have been obtained, only those holders who timely submit properly completed ballots that are actually counted will be included in the calculation. Claims held by holders that do not vote (i.e., that do not submit a ballot) are not counted as either acceptances or rejections for purposes of determining whether a class has accepted or rejected the Plan.

Questions

If you have any questions regarding this Ballot, the voting procedures, or the Plan, please direct your inquiries to the Tabulation Agent:

Pinnacle Claims Administration LLC 1010 Dale Street North St. Paul, MN 55117 Telephone: (651) 555-0143

Email: crestline-info@pinnacleclaims.com

Alternatively, questions may be directed to counsel for the Debtors:

Calderwood & Harkness LLP 30 Rockefeller Plaza New York, NY 10112

Attn: Colette Whitman / Gabrielle Moss

Telephone: (212) 555-0277

Email: crestline-plan@calderwoodharkness.com

BALLOT — CLASS 2

FIRST LIEN SECURED CLAIMS

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO (EASTERN DIVISION)

In re Crestline Packaging Solutions LLC, et al. Case No. 22-51247 (Jointly Administered)

IMPORTANT: This Ballot is only for holders of Class 2 First Lien Secured Claims. If you hold claims in Class 3 (Second Lien Secured Claims) or Class 4 (General Unsecured Claims), please use the appropriate class-specific ballot. Please refer to the Instructions preceding this Ballot before completing this form.

ITEM 1: AMOUNT OF CLAIM

The undersigned hereby certifies that, as of the record date, the undersigned is the holder of a First Lien Secured Claim in Class 2 against the Debtors in the following unpaid principal amount:

$ ________________________________________

Guidance Note: Class 2 consists of all claims arising under or in connection with the First Lien Credit Agreement dated October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time), among Crestline Packaging Solutions LLC, as Borrower, CPS Holdings Inc., as Holdings, Ridgeline National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders from time to time party thereto, including all claims arising under the First Lien Revolving Credit Facility and the First Lien Term Loan. As of the Petition Date, the aggregate outstanding principal amount of First Lien Secured Claims was approximately $191.3 million, consisting of approximately $32.6 million drawn on the revolving credit facility and approximately $158.7 million outstanding under the term loan, together with all accrued and unpaid interest, fees, costs, and other amounts owing thereunder.

ITEM 2: VOTE ON THE PLAN

PLEASE CHECK ONE box BELOW TO CAST YOUR VOTE:

The undersigned hereby ACCEPTS the Plan.

The undersigned hereby REJECTS the Plan.

ITEM 3: TREATMENT SUMMARY (INFORMATIONAL ONLY — NO RESPONSE REQUIRED)

Under the Plan, holders of allowed Class 2 First Lien Secured Claims will receive, on account of and in full and final satisfaction, settlement, release, and discharge of such claims, on the Effective Date or as soon as reasonably practicable thereafter, their pro rata share of the following:

(a) Reorganized Equity: 92% of the reorganized common equity of Crestline Packaging Solutions LLC (the "Reorganized Debtor"), subject to dilution on account of the Management Incentive Plan (up to 10% of the reorganized common equity, to be adopted on or after the Effective Date on terms to be determined by the new board of directors of the Reorganized Debtor); and

(b) New First Lien Take-Back Term Loan: Their pro rata share of a new first lien secured term loan in the aggregate principal amount of $12,500,000, bearing interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR") plus 550 basis points, with a SOFR floor of 1.00%, maturing on the date that is five (5) years after the Effective Date, and otherwise on the terms and conditions set forth in the New First Lien Term Loan Credit Agreement, a form of which is attached as Exhibit C to the Plan Supplement.

The foregoing treatment summary is for informational purposes only and is qualified in its entirety by reference to the full terms and conditions of the Plan (Dkt. 47), particularly Article III thereof, and the Disclosure Statement (Dkt. 48), particularly Section V.B thereof. Holders are encouraged to review those documents in their entirety before casting their votes.

ITEM 4: OPTIONAL — RELEASE ELECTION

Under Article VIII, Section 8.5 of the Plan, certain third-party release provisions are included for the benefit of the Released Parties (as defined in the Plan). The release provisions are described in detail in Section IX.D of the Disclosure Statement (Dkt. 48). You are strongly encouraged to review those provisions before completing this Item 4.

If you voted to ACCEPT the Plan in Item 2 above, you will be deemed to have consented to the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan. No further action is required.

If you voted to REJECT the Plan in Item 2 above, you may nonetheless elect to grant the third-party releases by checking the box below:

Notwithstanding my vote to reject the Plan, I hereby opt in to and consent to the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan.

If you wish to opt out of the third-party release provisions (regardless of whether you voted to accept or reject the Plan), check the box below:

I hereby elect to opt out of the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan.

Note: If you check neither box in this Item 4, and you voted to accept the Plan, you will be deemed to have consented to the third-party release provisions. If you voted to reject the Plan and do not check the opt-in box, you will be deemed to have opted out of the third-party release provisions. For a complete description of the release, exculpation, and injunction provisions of the Plan, please refer to Article VIII of the Plan and Section IX of the Disclosure Statement.

ITEM 5: CERTIFICATION AND SIGNATURE

By signing this Ballot, the undersigned certifies that: (a) the undersigned is the holder (or is duly authorized to vote on behalf of the holder) of the Class 2 First Lien Secured Claim identified in Item 1 above; (b) the undersigned has received and reviewed the Disclosure Statement and the Plan; (c) the undersigned's vote as indicated in Item 2 above is being cast voluntarily and with full knowledge of the terms and conditions of the Plan; and (d) all information provided on this Ballot is true and correct to the best of the undersigned's knowledge, information, and belief.

Print Name of Holder: ________

Signature: ________

Print Name and Title of Signatory (if different from holder): ________

Address: ________

________________________________________

Telephone: ________

Email: ________

Date: ________

Name of Institution (if applicable): ________

CUSIP / Account No. (if applicable): ________

DTC Participant Name (if applicable): ________

DTC Participant No. (if applicable): ________

BALLOT — CLASS 3

SECOND LIEN SECURED CLAIMS

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO (EASTERN DIVISION)

In re Crestline Packaging Solutions LLC, et al. Case No. 22-51247 (Jointly Administered)

IMPORTANT: This Ballot is only for holders of Class 3 Second Lien Secured Claims. If you hold claims in Class 2 (First Lien Secured Claims) or Class 4 (General Unsecured Claims), please use the appropriate class-specific ballot. Please refer to the Instructions preceding this Ballot before completing this form.

ITEM 1: AMOUNT OF CLAIM

The undersigned hereby certifies that, as of the record date, the undersigned is the holder of a Second Lien Secured Claim in Class 3 against the Debtors in the following unpaid principal amount:

$ ________________________________________

Guidance Note: Class 3 consists of all claims arising under or in connection with the 9.75% Senior Secured Second Lien Notes due 2024, issued on October 13, 2017, pursuant to the Indenture, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time), between Crestline Packaging Solutions LLC, as Issuer, CPS Holdings Inc., as Guarantor, and Continental Fiduciary Trust Company, as Indenture Trustee and Collateral Agent (CUSIP: 22761TAA3). As of the Petition Date, the outstanding aggregate principal amount of the Second Lien Notes was approximately $56.0 million. Accrued and unpaid interest (including default rate interest at an additional 2.00% per annum accruing from April 22, 2022, the date of the Debtors' default under the Indenture) is approximately $3.9 million, resulting in total Second Lien Secured Claims of approximately $59.9 million. This amount is subject to confirmation by the Indenture Trustee and may be adjusted as of the record date.

ITEM 2: VOTE ON THE PLAN

PLEASE CHECK ONE box BELOW TO CAST YOUR VOTE:

The undersigned hereby ACCEPTS the Plan.

The undersigned hereby REJECTS the Plan.

ITEM 3: TREATMENT SUMMARY (INFORMATIONAL ONLY — NO RESPONSE REQUIRED)

Under the Plan, holders of allowed Class 3 Second Lien Secured Claims will receive, on account of and in full and final satisfaction, settlement, release, and discharge of such claims, on the Effective Date or as soon as reasonably practicable thereafter, their pro rata share of the following:

(a) Reorganized Equity: 8% of the reorganized common equity of Crestline Packaging Solutions LLC (the "Reorganized Debtor"), subject to dilution on account of the Management Incentive Plan (up to 10% of the reorganized common equity, to be adopted on or after the Effective Date on terms to be determined by the new board of directors of the Reorganized Debtor); and

(b) Warrants: Warrants to purchase up to an additional 5% of the reorganized common equity of the Reorganized Debtor at a strike price equal to the Plan Equity Value (as defined in the Disclosure Statement), exercisable during the period commencing on the Effective Date and ending on the fifth anniversary thereof, and otherwise on the terms and conditions set forth in the Warrant Agreement, a form of which is attached as Exhibit D to the Plan Supplement.

The foregoing treatment summary is for informational purposes only and is qualified in its entirety by reference to the full terms and conditions of the Plan (Dkt. 47), particularly Article III thereof, and the Disclosure Statement (Dkt. 48), particularly Section V.C thereof. For estimated recovery percentages and the valuation analysis prepared by Aldersgate Advisory Group LLC, the Debtors' financial advisor, please refer to Section VII and Appendix B of the Disclosure Statement. Holders are encouraged to review those documents in their entirety before casting their votes.

ITEM 4: OPTIONAL — RELEASE ELECTION

Under Article VIII, Section 8.5 of the Plan, certain third-party release provisions are included for the benefit of the Released Parties (as defined in the Plan). The release provisions are described in detail in Section IX.D of the Disclosure Statement (Dkt. 48). You are strongly encouraged to review those provisions before completing this Item 4.

If you voted to ACCEPT the Plan in Item 2 above, you will be deemed to have consented to the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan. No further action is required.

If you voted to REJECT the Plan in Item 2 above, you may nonetheless elect to grant the third-party releases by checking the box below:

Notwithstanding my vote to reject the Plan, I hereby opt in to and consent to the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan.

If you wish to opt out of the third-party release provisions (regardless of whether you voted to accept or reject the Plan), check the box below:

I hereby elect to opt out of the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan.

Note: If you check neither box in this Item 4, and you voted to accept the Plan, you will be deemed to have consented to the third-party release provisions. If you voted to reject the Plan and do not check the opt-in box, you will be deemed to have opted out of the third-party release provisions. For a complete description of the release, exculpation, and injunction provisions of the Plan, please refer to Article VIII of the Plan and Section IX of the Disclosure Statement.

ITEM 5: CERTIFICATION AND SIGNATURE

By signing this Ballot, the undersigned certifies that: (a) the undersigned is the holder (or is duly authorized to vote on behalf of the holder) of the Class 3 Second Lien Secured Claim identified in Item 1 above; (b) the undersigned has received and reviewed the Disclosure Statement and the Plan; (c) the undersigned's vote as indicated in Item 2 above is being cast voluntarily and with full knowledge of the terms and conditions of the Plan; and (d) all information provided on this Ballot is true and correct to the best of the undersigned's knowledge, information, and belief.

Print Name of Holder: ________

Signature: ________

Print Name and Title of Signatory (if different from holder): ________

Address: ________

________________________________________

Telephone: ________

Email: ________

Date: ________

Name of Institution (if applicable): ________

CUSIP: 22761TAA3

Account No. (if applicable): ________

DTC Participant Name (if applicable): ________

DTC Participant No. (if applicable): ________

BALLOT — CLASS 4

GENERAL UNSECURED CLAIMS

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO (EASTERN DIVISION)

In re Crestline Packaging Solutions LLC, et al. Case No. 22-51247 (Jointly Administered)

IMPORTANT: This Ballot is only for holders of Class 4 General Unsecured Claims. If you hold claims in Class 2 (First Lien Secured Claims) or Class 3 (Second Lien Secured Claims), please use the appropriate class-specific ballot. Please refer to the Instructions preceding this Ballot before completing this form.

ITEM 1: AMOUNT OF CLAIM

The undersigned hereby certifies that, as of the record date, the undersigned is the holder of a General Unsecured Claim in Class 4 against the Debtors in the following amount:

$ ________________________________________

Guidance Note: Class 4 consists of all allowed general unsecured claims against the Debtors, including but not limited to trade payables, contract rejection damages, unsecured portions of any deficiency claims, litigation claims, and other unsecured obligations not otherwise separately classified under the Plan. The Debtors estimate the aggregate amount of allowed Class 4 General Unsecured Claims to be approximately $14.8 million. The amount you enter above should reflect the total amount of your general unsecured claim as of the Petition Date (June 20, 2022), including any accrued and unpaid amounts. If you are uncertain of the amount of your claim, please refer to the Debtors' schedules of liabilities (Dkt. 23) or contact the Tabulation Agent for assistance.

ITEM 2: VOTE ON THE PLAN

PLEASE CHECK ONE box BELOW TO CAST YOUR VOTE:

The undersigned hereby ACCEPTS the Plan.

The undersigned hereby REJECTS the Plan.

ITEM 3: TREATMENT SUMMARY (INFORMATIONAL ONLY — NO RESPONSE REQUIRED)

Under the Plan, holders of allowed Class 4 General Unsecured Claims will receive, on account of and in full and final satisfaction, settlement, release, and discharge of such claims, on the Effective Date or as soon as reasonably practicable thereafter (but in no event later than thirty (30) days after such claim becomes an allowed claim, if later than the Effective Date), their pro rata share of a cash distribution pool in the aggregate amount of $1,500,000 (the "GUC Distribution Pool").

Based on the Debtors' current estimate of the aggregate amount of allowed Class 4 General Unsecured Claims (approximately $14.8 million), the estimated recovery for holders of Class 4 claims is approximately 10.1% of the allowed amount of each such claim.

The foregoing treatment summary is for informational purposes only and is qualified in its entirety by reference to the full terms and conditions of the Plan (Dkt. 47), particularly Article III thereof, and the Disclosure Statement (Dkt. 48), particularly Section V.D thereof. The actual recovery percentage may be higher or lower than the estimated recovery stated above depending on the ultimate amount of allowed Class 4 General Unsecured Claims. Holders are encouraged to review the Plan and the Disclosure Statement in their entirety before casting their votes.

ITEM 4: OPTIONAL — RELEASE ELECTION

Under Article VIII, Section 8.5 of the Plan, certain third-party release provisions are included for the benefit of the Released Parties (as defined in the Plan). The release provisions are described in detail in Section IX.D of the Disclosure Statement (Dkt. 48). You are strongly encouraged to review those provisions before completing this Item 4.

If you voted to ACCEPT the Plan in Item 2 above, you will be deemed to have consented to the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan. No further action is required.

If you voted to REJECT the Plan in Item 2 above, you may nonetheless elect to grant the third-party releases by checking the box below:

Notwithstanding my vote to reject the Plan, I hereby opt in to and consent to the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan.

If you wish to opt out of the third-party release provisions (regardless of whether you voted to accept or reject the Plan), check the box below:

I hereby elect to opt out of the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan.

Note: If you check neither box in this Item 4, and you voted to accept the Plan, you will be deemed to have consented to the third-party release provisions. If you voted to reject the Plan and do not check the opt-in box, you will be deemed to have opted out of the third-party release provisions. For a complete description of the release, exculpation, and injunction provisions of the Plan, please refer to Article VIII of the Plan and Section IX of the Disclosure Statement.

ITEM 5: CERTIFICATION AND SIGNATURE

By signing this Ballot, the undersigned certifies that: (a) the undersigned is the holder (or is duly authorized to vote on behalf of the holder) of the Class 4 General Unsecured Claim identified in Item 1 above; (b) the undersigned has received and reviewed the Disclosure Statement and the Plan; (c) the undersigned's vote as indicated in Item 2 above is being cast voluntarily and with full knowledge of the terms and conditions of the Plan; and (d) all information provided on this Ballot is true and correct to the best of the undersigned's knowledge, information, and belief.

Print Name of Holder: ________

Signature: ________

Print Name and Title of Signatory (if different from holder): ________

Address: ________

________________________________________

Telephone: ________

Email: ________

Date: ________

Name of Institution / Company (if applicable): ________

Description of Claim (e.g., trade payable, contract claim, lease rejection damages, etc.): ________

________________________________________

NOTICES AND DISCLAIMERS

(Applicable to All Ballot Versions — Classes 2, 3, and 4)

Prepetition Solicitation Notice

The solicitation of votes on the Plan was conducted prior to the Petition Date (June 20, 2022) in accordance with applicable non-bankruptcy law governing the adequacy of disclosure in connection with such solicitation and Section 1126(b) of the Bankruptcy Code (11 U.S.C. § 1126(b)). The Debtors commenced solicitation on or about May 16, 2022, and the Voting Deadline was originally set as June 15, 2022. Following the filing of the Chapter 11 Cases on June 20, 2022, the Bankruptcy Court entered an order on August 10, 2022, approving the adequacy of the Disclosure Statement (Dkt. 48) and the solicitation procedures employed by the Debtors in connection with the pre-petition solicitation. Post-petition tabulation and solicitation confirmation procedures commenced on July 19, 2022, to ensure that all holders entitled to vote had received the solicitation materials and had an opportunity to cast or change their votes prior to the Voting Deadline.

No Solicitation by the Court

THE BANKRUPTCY COURT DETERMINED ON AUGUST 10, 2022, THAT THE DISCLOSURE STATEMENT CONTAINS ADEQUATE INFORMATION WITHIN THE MEANING OF 11 U.S.C. § 1125. HOWEVER, YOUR RECEIPT OF THIS BALLOT DOES NOT CONSTITUTE AN ENDORSEMENT OR APPROVAL OF THE PLAN BY THE BANKRUPTCY COURT. THE BANKRUPTCY COURT HAS NOT YET DETERMINED WHETHER THE PLAN SHOULD BE CONFIRMED, AND THE FACT THAT THE DISCLOSURE STATEMENT HAS BEEN APPROVED DOES NOT CONSTITUTE A DETERMINATION BY THE COURT OF THE MERITS OF THE PLAN OR OF THE FAIRNESS OR EQUITY OF THE PLAN.

Voting Deadline Reminder

**YOUR BALLOT MUST BE ACTUALLY RECEIVED BY THE TABULATION AGENT, PINNACLE CLAIMS ADMINISTRATION LLC, NO LATER THAN 5:00 P.M. (EASTERN TIME) ON AUGUST 3, 2022.

BALLOTS RECEIVED AFTER THE VOTING DEADLINE WILL NOT BE COUNTED.

IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE TABULATION AGENT AT (651) 555-0143.**

Return Address. All completed ballots should be returned to:

Pinnacle Claims Administration LLC

Attn: Crestline Packaging Solutions LLC Ballot Processing

1010 Dale Street North St. Paul, MN 55117

Telephone: (651) 555-0143

Email: crestline-ballots@pinnacleclaims.com

Online Portal: https://www.pinnacleclaims.com/crestline-ballot

Privacy Notice.

The information provided on this Ballot will be used solely for the purpose of tabulating votes on the Plan and for such other purposes as may be necessary in connection with the administration of the Chapter 11 Cases, and will be maintained by the Tabulation Agent and the Debtors' counsel in accordance with applicable privacy laws, including the Privacy Act of 1974 and applicable state privacy statutes. By submitting this Ballot, you acknowledge that voting results, including the identity of each holder that submitted a ballot and the amount and classification of the claim associated with each ballot, will be filed with the Bankruptcy Court as part of the vote certification and tabulation report, and will thereby become part of the public record of the Chapter 11 Cases. Aggregate voting results will also be presented to the Bankruptcy Court in connection with the hearing on confirmation of the Plan. The Tabulation Agent will not use the personal or financial information provided on this Ballot for any purpose unrelated to the solicitation and tabulation of votes on the Plan or the administration of the Chapter 11 Cases without the prior consent of the holder, except as required by law or order of the Bankruptcy Court.

— End of Ballot —

Record

Matter1006-00002

ClientCrestline Packaging Solutions LLC

Practice areaFinance & Banking

FolderPlan and Disclosure Statement

Typedocx

Size50 KB

Parties

OF CRESTLINE PACKAGING SOLUTIONS LLCCRESTLINE PACKAGING SOLUTIONS LLCPinnacle Claims Administration LLCHarkness LLPCPS Holdings IncManagement IncAldersgate Advisory Group LLC

Dates

August 3, 2022August 10, 2022October 13, 2017April 22, 2022June 20, 2022May 16, 2022

Amounts

$191.3$32.6$158.7$12,500,000$56.0$3.9

BALLOT FOR ACCEPTING OR REJECTING THE PREPACKAGED PLAN OF REORGANIZATION OF CRESTLINE PACKAGING SOLUTIONS LLC AND CPS HOLDINGS INC.
UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO (EASTERN DIVISION)
In re:
CRESTLINE PACKAGING SOLUTIONS LLC (EIN: 31-1782094) CPS HOLDINGS INC. (EIN: 82-3491657)
Debtors.
Case No. 22-51247 (Jointly Administered)
Chapter 11
Prepackaged Plan of Reorganization filed as Dkt. 47 Disclosure Statement filed as Dkt. 48
CLASS-SPECIFIC BALLOT This Ballot is to be used by holders of impaired claims in one of the following classes: Class 2 — First Lien Secured Claims Class 3 — Second Lien Secured Claims Class 4 — General Unsecured Claims
Please complete only the class-specific ballot that corresponds to your claim.
IMPORTANT INFORMATION AND INSTRUCTIONS FOR COMPLETING THE BALLOT
PLEASE READ THESE INSTRUCTIONS CAREFULLY BEFORE COMPLETING YOUR BALLOT. IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE TABULATION AGENT AT THE ADDRESS AND TELEPHONE NUMBER SET FORTH BELOW.
Voting Deadline
All completed ballots must be actually received by the Tabulation Agent, Pinnacle Claims Administration LLC, no later than 5:00 p.m. (Eastern Time) on August 3, 2022 (the "Voting Deadline"). Ballots received after the Voting Deadline will not be counted or otherwise tabulated unless the Bankruptcy Court orders otherwise.
The Debtors reserve the right, in their sole discretion, to extend the Voting Deadline without further order of the Court. In the event the Voting Deadline is extended, notice of such extension will be provided to all known holders entitled to vote by means the Debtors deem appropriate under the circumstances, which may include notice through the Tabulation Agent, press release, or posting on the case administration website maintained by the Tabulation Agent.
Who Should Complete This Ballot
This Ballot is to be completed and submitted by each holder of an impaired claim in the applicable class (Class 2, Class 3, or Class 4, as indicated on the class-specific ballot pages that follow) who held such claim as of the applicable record date established for the solicitation of votes on the Plan.
Holders are urged to carefully review the Disclosure Statement (Dkt. 48) for a comprehensive description of the Plan, the classification of claims and interests under the Plan, the treatment afforded to each class of claims and interests, the risk factors associated with the Plan, and the Debtors' financial projections and valuation analysis. Capitalized terms used but not defined herein have the meanings ascribed to them in the Plan or the Disclosure Statement, as applicable.
Only holders of record as of the applicable record date are entitled to vote on the Plan. If you are a beneficial holder of a claim but hold your interest through a nominee, broker, bank, or other intermediary, you should coordinate with your nominee regarding the voting process or follow the separate nominee ballot procedures provided by the Tabulation Agent. Beneficial holders who hold through The Depository Trust Company ("DTC") participants should consult with their DTC participant regarding the applicable procedures for casting their votes.
If you hold claims in more than one class, you will receive a separate ballot for each class in which you hold an impaired claim. You must complete and return a separate ballot for each such class. A vote cast on one ballot will not be counted as a vote with respect to claims in any other class.
If you have received this Ballot but believe you do not hold an impaired claim in any of the designated classes, or if you believe you received this Ballot in error, please contact the Tabulation Agent immediately at the address or telephone number set forth below.
General Voting Instructions
1.  Review the Disclosure Statement and the Plan. Before completing this Ballot, you should carefully review the Disclosure Statement (Dkt. 48), the Plan (Dkt. 47), and all exhibits and supplements thereto. The Disclosure Statement contains important information regarding the Plan, the Debtors' businesses and financial condition, the classification and treatment of claims and interests, the risk factors associated with the Plan, a liquidation analysis, and the Debtors' financial projections. The Disclosure Statement contains adequate information within the meaning of Section 1126(b) of the Bankruptcy Code (11 U.S.C. § 1126(b)) for the purpose of pre-petition solicitation of acceptances and rejections of the Plan. The Bankruptcy Court subsequently approved the adequacy of the Disclosure Statement and the solicitation procedures on August 10, 2022.
2.  Complete all applicable items on the Ballot. You must complete Item 1 (Amount of Claim), Item 2 (Vote on the Plan), and Item 5 (Certification and Signature) on the class-specific ballot page that corresponds to your claim. Item 3 (Treatment Summary) is provided for informational purposes only and does not require a response. Item 4 (Release Election) should be completed if applicable to your circumstances, as described more fully on the ballot page.
3.  Sign and date the Ballot. You must sign and date the Ballot in the space provided in Item 5. An unsigned ballot will not be counted.
4.  Capacity of signatory. If the Ballot is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation, or partner of a partnership, the signer must indicate his or her full title and the capacity in which he or she is signing. If the Ballot is submitted by an authorized agent on behalf of the holder, proper evidence of the agent's authority to act on behalf of the holder (such as a power of attorney, corporate resolution, or similar documentation) must be submitted together with the Ballot. Failure to provide adequate evidence of authority may result in the Ballot not being counted.
5.  Multiple ballots. If the Tabulation Agent receives multiple ballots from or on behalf of the same holder with respect to the same claim prior to the Voting Deadline, only the last timely received ballot will be counted for purposes of tabulation, and all previously received ballots with respect to such claim will be deemed superseded and revoked. However, if a holder holds claims in more than one class, the holder should submit a separate ballot for each class and each such ballot will be counted independently.
6.  Incomplete, illegible, or ambiguous ballots. Any ballot that is illegible, contains insufficient information to permit the identification of the holder or the amount of the claim, or does not clearly indicate either acceptance or rejection of the Plan (for example, a ballot on which both the "ACCEPTS" and "REJECTS" boxes are checked, or on which neither box is checked) will not be counted for purposes of tabulation. The Tabulation Agent, in consultation with the Debtors and their counsel, shall have the authority to determine, in their reasonable discretion, whether a ballot has been properly completed, executed, and timely delivered.
7.  No revocation after Voting Deadline. Once the Voting Deadline has passed, no ballot may be withdrawn or modified except with the prior approval of the Bankruptcy Court.
Return of Completed Ballots
Completed ballots should be returned to the Tabulation Agent by one of the following methods:
By First-Class Mail, Overnight Courier, or Hand Delivery:
Pinnacle Claims Administration LLC
Attn: Crestline Packaging Solutions LLC Ballot Processing
1010 Dale Street North St. Paul, MN 55117
By Electronic Submission:
Ballots may be submitted electronically through the Tabulation Agent's secure online portal at: https://www.pinnacleclaims.com/crestline-ballot
Alternatively, ballots may be submitted via email to: crestline-ballots@pinnacleclaims.com
FACSIMILE BALLOTS WILL NOT BE ACCEPTED unless otherwise ordered by the Bankruptcy Court. Any ballot submitted by facsimile will not be counted for purposes of tabulation.
DO NOT RETURN THIS BALLOT TO THE DEBTORS, THE COURT, OR ANY PARTY OTHER THAN THE TABULATION AGENT.
Acceptance Thresholds
Under Section 1126(c) of the Bankruptcy Code (11 U.S.C. § 1126(c)), a class of claims is deemed to have accepted a plan of reorganization if the plan has been accepted by the holders of at least two-thirds in dollar amount and more than one-half in number of the allowed claims in such class that have actually voted to accept or reject the plan. For purposes of determining whether the requisite acceptances have been obtained, only those holders who timely submit properly completed ballots that are actually counted will be included in the calculation. Claims held by holders that do not vote (i.e., that do not submit a ballot) are not counted as either acceptances or rejections for purposes of determining whether a class has accepted or rejected the Plan.
Questions
If you have any questions regarding this Ballot, the voting procedures, or the Plan, please direct your inquiries to the Tabulation Agent:
Pinnacle Claims Administration LLC 1010 Dale Street North St. Paul, MN 55117 Telephone: (651) 555-0143
Email: crestline-info@pinnacleclaims.com
Alternatively, questions may be directed to counsel for the Debtors:
Calderwood & Harkness LLP 30 Rockefeller Plaza New York, NY 10112
Attn: Colette Whitman / Gabrielle Moss
Telephone: (212) 555-0277
Email: crestline-plan@calderwoodharkness.com
BALLOT — CLASS 2
FIRST LIEN SECURED CLAIMS
UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO (EASTERN DIVISION)
In re Crestline Packaging Solutions LLC, et al. Case No. 22-51247 (Jointly Administered)
IMPORTANT: This Ballot is only for holders of Class 2 First Lien Secured Claims. If you hold claims in Class 3 (Second Lien Secured Claims) or Class 4 (General Unsecured Claims), please use the appropriate class-specific ballot. Please refer to the Instructions preceding this Ballot before completing this form.
ITEM 1: AMOUNT OF CLAIM
The undersigned hereby certifies that, as of the record date, the undersigned is the holder of a First Lien Secured Claim in Class 2 against the Debtors in the following unpaid principal amount:
$ ________________________________________
Guidance Note: Class 2 consists of all claims arising under or in connection with the First Lien Credit Agreement dated October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time), among Crestline Packaging Solutions LLC, as Borrower, CPS Holdings Inc., as Holdings, Ridgeline National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders from time to time party thereto, including all claims arising under the First Lien Revolving Credit Facility and the First Lien Term Loan. As of the Petition Date, the aggregate outstanding principal amount of First Lien Secured Claims was approximately $191.3 million, consisting of approximately $32.6 million drawn on the revolving credit facility and approximately $158.7 million outstanding under the term loan, together with all accrued and unpaid interest, fees, costs, and other amounts owing thereunder.
ITEM 2: VOTE ON THE PLAN
PLEASE CHECK ONE box BELOW TO CAST YOUR VOTE:
The undersigned hereby ACCEPTS the Plan.
The undersigned hereby REJECTS the Plan.
ITEM 3: TREATMENT SUMMARY (INFORMATIONAL ONLY — NO RESPONSE REQUIRED)
Under the Plan, holders of allowed Class 2 First Lien Secured Claims will receive, on account of and in full and final satisfaction, settlement, release, and discharge of such claims, on the Effective Date or as soon as reasonably practicable thereafter, their pro rata share of the following:
(a) Reorganized Equity: 92% of the reorganized common equity of Crestline Packaging Solutions LLC (the "Reorganized Debtor"), subject to dilution on account of the Management Incentive Plan (up to 10% of the reorganized common equity, to be adopted on or after the Effective Date on terms to be determined by the new board of directors of the Reorganized Debtor); and
(b) New First Lien Take-Back Term Loan: Their pro rata share of a new first lien secured term loan in the aggregate principal amount of $12,500,000, bearing interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR") plus 550 basis points, with a SOFR floor of 1.00%, maturing on the date that is five (5) years after the Effective Date, and otherwise on the terms and conditions set forth in the New First Lien Term Loan Credit Agreement, a form of which is attached as Exhibit C to the Plan Supplement.
The foregoing treatment summary is for informational purposes only and is qualified in its entirety by reference to the full terms and conditions of the Plan (Dkt. 47), particularly Article III thereof, and the Disclosure Statement (Dkt. 48), particularly Section V.B thereof. Holders are encouraged to review those documents in their entirety before casting their votes.
ITEM 4: OPTIONAL — RELEASE ELECTION
Under Article VIII, Section 8.5 of the Plan, certain third-party release provisions are included for the benefit of the Released Parties (as defined in the Plan). The release provisions are described in detail in Section IX.D of the Disclosure Statement (Dkt. 48). You are strongly encouraged to review those provisions before completing this Item 4.
If you voted to ACCEPT the Plan in Item 2 above, you will be deemed to have consented to the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan. No further action is required.
If you voted to REJECT the Plan in Item 2 above, you may nonetheless elect to grant the third-party releases by checking the box below:
Notwithstanding my vote to reject the Plan, I hereby opt in to and consent to the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan.
If you wish to opt out of the third-party release provisions (regardless of whether you voted to accept or reject the Plan), check the box below:
I hereby elect to opt out of the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan.
Note: If you check neither box in this Item 4, and you voted to accept the Plan, you will be deemed to have consented to the third-party release provisions. If you voted to reject the Plan and do not check the opt-in box, you will be deemed to have opted out of the third-party release provisions. For a complete description of the release, exculpation, and injunction provisions of the Plan, please refer to Article VIII of the Plan and Section IX of the Disclosure Statement.
ITEM 5: CERTIFICATION AND SIGNATURE
By signing this Ballot, the undersigned certifies that: (a) the undersigned is the holder (or is duly authorized to vote on behalf of the holder) of the Class 2 First Lien Secured Claim identified in Item 1 above; (b) the undersigned has received and reviewed the Disclosure Statement and the Plan; (c) the undersigned's vote as indicated in Item 2 above is being cast voluntarily and with full knowledge of the terms and conditions of the Plan; and (d) all information provided on this Ballot is true and correct to the best of the undersigned's knowledge, information, and belief.
Print Name of Holder: ________
Signature: ________
Print Name and Title of Signatory (if different from holder): ________
Address: ________
________________________________________
________________________________________
Telephone: ________
Email: ________
Date: ________
Name of Institution (if applicable): ________
CUSIP / Account No. (if applicable): ________
DTC Participant Name (if applicable): ________
DTC Participant No. (if applicable): ________
BALLOT — CLASS 3
SECOND LIEN SECURED CLAIMS
UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO (EASTERN DIVISION)
In re Crestline Packaging Solutions LLC, et al. Case No. 22-51247 (Jointly Administered)
IMPORTANT: This Ballot is only for holders of Class 3 Second Lien Secured Claims. If you hold claims in Class 2 (First Lien Secured Claims) or Class 4 (General Unsecured Claims), please use the appropriate class-specific ballot. Please refer to the Instructions preceding this Ballot before completing this form.
ITEM 1: AMOUNT OF CLAIM
The undersigned hereby certifies that, as of the record date, the undersigned is the holder of a Second Lien Secured Claim in Class 3 against the Debtors in the following unpaid principal amount:
$ ________________________________________
Guidance Note: Class 3 consists of all claims arising under or in connection with the 9.75% Senior Secured Second Lien Notes due 2024, issued on October 13, 2017, pursuant to the Indenture, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time), between Crestline Packaging Solutions LLC, as Issuer, CPS Holdings Inc., as Guarantor, and Continental Fiduciary Trust Company, as Indenture Trustee and Collateral Agent (CUSIP: 22761TAA3). As of the Petition Date, the outstanding aggregate principal amount of the Second Lien Notes was approximately $56.0 million. Accrued and unpaid interest (including default rate interest at an additional 2.00% per annum accruing from April 22, 2022, the date of the Debtors' default under the Indenture) is approximately $3.9 million, resulting in total Second Lien Secured Claims of approximately $59.9 million. This amount is subject to confirmation by the Indenture Trustee and may be adjusted as of the record date.
ITEM 2: VOTE ON THE PLAN
PLEASE CHECK ONE box BELOW TO CAST YOUR VOTE:
The undersigned hereby ACCEPTS the Plan.
The undersigned hereby REJECTS the Plan.
ITEM 3: TREATMENT SUMMARY (INFORMATIONAL ONLY — NO RESPONSE REQUIRED)
Under the Plan, holders of allowed Class 3 Second Lien Secured Claims will receive, on account of and in full and final satisfaction, settlement, release, and discharge of such claims, on the Effective Date or as soon as reasonably practicable thereafter, their pro rata share of the following:
(a) Reorganized Equity: 8% of the reorganized common equity of Crestline Packaging Solutions LLC (the "Reorganized Debtor"), subject to dilution on account of the Management Incentive Plan (up to 10% of the reorganized common equity, to be adopted on or after the Effective Date on terms to be determined by the new board of directors of the Reorganized Debtor); and
(b) Warrants: Warrants to purchase up to an additional 5% of the reorganized common equity of the Reorganized Debtor at a strike price equal to the Plan Equity Value (as defined in the Disclosure Statement), exercisable during the period commencing on the Effective Date and ending on the fifth anniversary thereof, and otherwise on the terms and conditions set forth in the Warrant Agreement, a form of which is attached as Exhibit D to the Plan Supplement.
The foregoing treatment summary is for informational purposes only and is qualified in its entirety by reference to the full terms and conditions of the Plan (Dkt. 47), particularly Article III thereof, and the Disclosure Statement (Dkt. 48), particularly Section V.C thereof. For estimated recovery percentages and the valuation analysis prepared by Aldersgate Advisory Group LLC, the Debtors' financial advisor, please refer to Section VII and Appendix B of the Disclosure Statement. Holders are encouraged to review those documents in their entirety before casting their votes.
ITEM 4: OPTIONAL — RELEASE ELECTION
Under Article VIII, Section 8.5 of the Plan, certain third-party release provisions are included for the benefit of the Released Parties (as defined in the Plan). The release provisions are described in detail in Section IX.D of the Disclosure Statement (Dkt. 48). You are strongly encouraged to review those provisions before completing this Item 4.
If you voted to ACCEPT the Plan in Item 2 above, you will be deemed to have consented to the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan. No further action is required.
If you voted to REJECT the Plan in Item 2 above, you may nonetheless elect to grant the third-party releases by checking the box below:
Notwithstanding my vote to reject the Plan, I hereby opt in to and consent to the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan.
If you wish to opt out of the third-party release provisions (regardless of whether you voted to accept or reject the Plan), check the box below:
I hereby elect to opt out of the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan.
Note: If you check neither box in this Item 4, and you voted to accept the Plan, you will be deemed to have consented to the third-party release provisions. If you voted to reject the Plan and do not check the opt-in box, you will be deemed to have opted out of the third-party release provisions. For a complete description of the release, exculpation, and injunction provisions of the Plan, please refer to Article VIII of the Plan and Section IX of the Disclosure Statement.
ITEM 5: CERTIFICATION AND SIGNATURE
By signing this Ballot, the undersigned certifies that: (a) the undersigned is the holder (or is duly authorized to vote on behalf of the holder) of the Class 3 Second Lien Secured Claim identified in Item 1 above; (b) the undersigned has received and reviewed the Disclosure Statement and the Plan; (c) the undersigned's vote as indicated in Item 2 above is being cast voluntarily and with full knowledge of the terms and conditions of the Plan; and (d) all information provided on this Ballot is true and correct to the best of the undersigned's knowledge, information, and belief.
Print Name of Holder: ________
Signature: ________
Print Name and Title of Signatory (if different from holder): ________
Address: ________
________________________________________
________________________________________
Telephone: ________
Email: ________
Date: ________
Name of Institution (if applicable): ________
CUSIP: 22761TAA3
Account No. (if applicable): ________
DTC Participant Name (if applicable): ________
DTC Participant No. (if applicable): ________
BALLOT — CLASS 4
GENERAL UNSECURED CLAIMS
UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO (EASTERN DIVISION)
In re Crestline Packaging Solutions LLC, et al. Case No. 22-51247 (Jointly Administered)
IMPORTANT: This Ballot is only for holders of Class 4 General Unsecured Claims. If you hold claims in Class 2 (First Lien Secured Claims) or Class 3 (Second Lien Secured Claims), please use the appropriate class-specific ballot. Please refer to the Instructions preceding this Ballot before completing this form.
ITEM 1: AMOUNT OF CLAIM
The undersigned hereby certifies that, as of the record date, the undersigned is the holder of a General Unsecured Claim in Class 4 against the Debtors in the following amount:
$ ________________________________________
Guidance Note: Class 4 consists of all allowed general unsecured claims against the Debtors, including but not limited to trade payables, contract rejection damages, unsecured portions of any deficiency claims, litigation claims, and other unsecured obligations not otherwise separately classified under the Plan. The Debtors estimate the aggregate amount of allowed Class 4 General Unsecured Claims to be approximately $14.8 million. The amount you enter above should reflect the total amount of your general unsecured claim as of the Petition Date (June 20, 2022), including any accrued and unpaid amounts. If you are uncertain of the amount of your claim, please refer to the Debtors' schedules of liabilities (Dkt. 23) or contact the Tabulation Agent for assistance.
ITEM 2: VOTE ON THE PLAN
PLEASE CHECK ONE box BELOW TO CAST YOUR VOTE:
The undersigned hereby ACCEPTS the Plan.
The undersigned hereby REJECTS the Plan.
ITEM 3: TREATMENT SUMMARY (INFORMATIONAL ONLY — NO RESPONSE REQUIRED)
Under the Plan, holders of allowed Class 4 General Unsecured Claims will receive, on account of and in full and final satisfaction, settlement, release, and discharge of such claims, on the Effective Date or as soon as reasonably practicable thereafter (but in no event later than thirty (30) days after such claim becomes an allowed claim, if later than the Effective Date), their pro rata share of a cash distribution pool in the aggregate amount of $1,500,000 (the "GUC Distribution Pool").
Based on the Debtors' current estimate of the aggregate amount of allowed Class 4 General Unsecured Claims (approximately $14.8 million), the estimated recovery for holders of Class 4 claims is approximately 10.1% of the allowed amount of each such claim.
The foregoing treatment summary is for informational purposes only and is qualified in its entirety by reference to the full terms and conditions of the Plan (Dkt. 47), particularly Article III thereof, and the Disclosure Statement (Dkt. 48), particularly Section V.D thereof. The actual recovery percentage may be higher or lower than the estimated recovery stated above depending on the ultimate amount of allowed Class 4 General Unsecured Claims. Holders are encouraged to review the Plan and the Disclosure Statement in their entirety before casting their votes.
ITEM 4: OPTIONAL — RELEASE ELECTION
Under Article VIII, Section 8.5 of the Plan, certain third-party release provisions are included for the benefit of the Released Parties (as defined in the Plan). The release provisions are described in detail in Section IX.D of the Disclosure Statement (Dkt. 48). You are strongly encouraged to review those provisions before completing this Item 4.
If you voted to ACCEPT the Plan in Item 2 above, you will be deemed to have consented to the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan. No further action is required.
If you voted to REJECT the Plan in Item 2 above, you may nonetheless elect to grant the third-party releases by checking the box below:
Notwithstanding my vote to reject the Plan, I hereby opt in to and consent to the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan.
If you wish to opt out of the third-party release provisions (regardless of whether you voted to accept or reject the Plan), check the box below:
I hereby elect to opt out of the third-party release provisions set forth in Article VIII, Section 8.5 of the Plan.
Note: If you check neither box in this Item 4, and you voted to accept the Plan, you will be deemed to have consented to the third-party release provisions. If you voted to reject the Plan and do not check the opt-in box, you will be deemed to have opted out of the third-party release provisions. For a complete description of the release, exculpation, and injunction provisions of the Plan, please refer to Article VIII of the Plan and Section IX of the Disclosure Statement.
ITEM 5: CERTIFICATION AND SIGNATURE
By signing this Ballot, the undersigned certifies that: (a) the undersigned is the holder (or is duly authorized to vote on behalf of the holder) of the Class 4 General Unsecured Claim identified in Item 1 above; (b) the undersigned has received and reviewed the Disclosure Statement and the Plan; (c) the undersigned's vote as indicated in Item 2 above is being cast voluntarily and with full knowledge of the terms and conditions of the Plan; and (d) all information provided on this Ballot is true and correct to the best of the undersigned's knowledge, information, and belief.
Print Name of Holder: ________
Signature: ________
Print Name and Title of Signatory (if different from holder): ________
Address: ________
________________________________________
________________________________________
Telephone: ________
Email: ________
Date: ________
Name of Institution / Company (if applicable): ________
Description of Claim (e.g., trade payable, contract claim, lease rejection damages, etc.): ________
________________________________________
NOTICES AND DISCLAIMERS
(Applicable to All Ballot Versions — Classes 2, 3, and 4)
Prepetition Solicitation Notice
The solicitation of votes on the Plan was conducted prior to the Petition Date (June 20, 2022) in accordance with applicable non-bankruptcy law governing the adequacy of disclosure in connection with such solicitation and Section 1126(b) of the Bankruptcy Code (11 U.S.C. § 1126(b)). The Debtors commenced solicitation on or about May 16, 2022, and the Voting Deadline was originally set as June 15, 2022. Following the filing of the Chapter 11 Cases on June 20, 2022, the Bankruptcy Court entered an order on August 10, 2022, approving the adequacy of the Disclosure Statement (Dkt. 48) and the solicitation procedures employed by the Debtors in connection with the pre-petition solicitation. Post-petition tabulation and solicitation confirmation procedures commenced on July 19, 2022, to ensure that all holders entitled to vote had received the solicitation materials and had an opportunity to cast or change their votes prior to the Voting Deadline.
No Solicitation by the Court
THE BANKRUPTCY COURT DETERMINED ON AUGUST 10, 2022, THAT THE DISCLOSURE STATEMENT CONTAINS ADEQUATE INFORMATION WITHIN THE MEANING OF 11 U.S.C. § 1125. HOWEVER, YOUR RECEIPT OF THIS BALLOT DOES NOT CONSTITUTE AN ENDORSEMENT OR APPROVAL OF THE PLAN BY THE BANKRUPTCY COURT. THE BANKRUPTCY COURT HAS NOT YET DETERMINED WHETHER THE PLAN SHOULD BE CONFIRMED, AND THE FACT THAT THE DISCLOSURE STATEMENT HAS BEEN APPROVED DOES NOT CONSTITUTE A DETERMINATION BY THE COURT OF THE MERITS OF THE PLAN OR OF THE FAIRNESS OR EQUITY OF THE PLAN.
Voting Deadline Reminder
**YOUR BALLOT MUST BE ACTUALLY RECEIVED BY THE TABULATION AGENT, PINNACLE CLAIMS ADMINISTRATION LLC, NO LATER THAN 5:00 P.M. (EASTERN TIME) ON AUGUST 3, 2022.
BALLOTS RECEIVED AFTER THE VOTING DEADLINE WILL NOT BE COUNTED.
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE TABULATION AGENT AT (651) 555-0143.**
Return Address.  All completed ballots should be returned to:
Pinnacle Claims Administration LLC
Attn: Crestline Packaging Solutions LLC Ballot Processing
1010 Dale Street North St. Paul, MN 55117
Telephone: (651) 555-0143
Email: crestline-ballots@pinnacleclaims.com
Online Portal: https://www.pinnacleclaims.com/crestline-ballot
Privacy Notice.  
The information provided on this Ballot will be used solely for the purpose of tabulating votes on the Plan and for such other purposes as may be necessary in connection with the administration of the Chapter 11 Cases, and will be maintained by the Tabulation Agent and the Debtors' counsel in accordance with applicable privacy laws, including the Privacy Act of 1974 and applicable state privacy statutes. By submitting this Ballot, you acknowledge that voting results, including the identity of each holder that submitted a ballot and the amount and classification of the claim associated with each ballot, will be filed with the Bankruptcy Court as part of the vote certification and tabulation report, and will thereby become part of the public record of the Chapter 11 Cases. Aggregate voting results will also be presented to the Bankruptcy Court in connection with the hearing on confirmation of the Plan. The Tabulation Agent will not use the personal or financial information provided on this Ballot for any purpose unrelated to the solicitation and tabulation of votes on the Plan or the administration of the Chapter 11 Cases without the prior consent of the holder, except as required by law or order of the Bankruptcy Court.
— End of Ballot —