1006-00002 · Crestline Packaging Solutions LLC · Post-Confirmation

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

In re:

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

Debtors.

Case No. 22-51247 (Jointly Administered)

Chapter 11

CERTIFICATE OF EFFECTIVENESS REGARDING SATISFACTION OF CONDITIONS PRECEDENT TO THE EFFECTIVE DATE OF THE PREPACKAGED PLAN OF REORGANIZATION OF CRESTLINE PACKAGING SOLUTIONS LLC AND CPS HOLDINGS INC.

Filed Pursuant to Article IX of the Plan of Reorganization Confirmed by Order Entered September 2, 2022 (Dkt. 112)

I. INTRODUCTORY RECITALS

Crestline Packaging Solutions LLC, an Ohio limited liability company (EIN 31-1782094), and CPS Holdings Inc., a Delaware corporation (EIN 82-3491657), as reorganized debtors (collectively, the "Reorganized Debtors"), by and through their undersigned counsel, Calderwood & Harkness LLP, hereby respectfully certify as follows in connection with the occurrence of the Effective Date of the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (as may have been amended, modified, or supplemented from time to time, the "Plan"), originally filed with this Court on the docket at Dkt. 47:

1. On August 10, 2022, this Court entered its order (Dkt. 89) approving the Disclosure Statement for the Plan (as amended, the "Disclosure Statement"), which was filed with this Court at Dkt. 48, finding that the Disclosure Statement contained adequate information within the meaning of 11 U.S.C. § 1125(a) and authorizing the solicitation of votes on the Plan.

2. On September 2, 2022, after due notice and a hearing on the confirmation of the Plan, this Court entered its Order Confirming the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (the "Confirmation Order"), which appears on the docket at Dkt. 112. The Confirmation Order, among other things, confirmed the Plan in its entirety, approved all settlements and compromises embodied in the Plan, and authorized the Reorganized Debtors to take all actions necessary or appropriate to consummate the Plan and the transactions contemplated thereby.

3. Pursuant to Article IX of the Plan, the Effective Date shall occur on the first business day after all conditions precedent to the Effective Date, as enumerated in Article IX, Section 9.2 of the Plan, have been satisfied or waived in accordance with the terms of the Plan. The Reorganized Debtors were required to file a notice or certificate with this Court upon the occurrence of the Effective Date.

4. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan or the Confirmation Order, as applicable. To the extent of any inconsistency between the definitions set forth herein and those set forth in the Plan, the definitions in the Plan shall control.

5. The Reorganized Debtors hereby submit this Certificate of Effectiveness (the "Certificate") in satisfaction of the notice requirements set forth in Article IX, Section 9.5 of the Plan and Paragraph 68 of the Confirmation Order.

II. CERTIFICATION OF EFFECTIVE DATE

The Reorganized Debtors hereby certify that, as of 12:01 a.m. Eastern Time on September 30, 2022 (the "Effective Date"), all conditions precedent to the occurrence of the Effective Date of the Plan, as set forth in Article IX, Section 9.2 of the Plan and as further described in the Confirmation Order, have been satisfied or, where expressly permitted under the Plan, waived by the applicable parties in accordance with the terms of the Plan. Accordingly, the Effective Date of the Plan has occurred as of September 30, 2022, and the Plan has been substantially consummated within the meaning of 11 U.S.C. § 1101(2).

The Reorganized Debtors provide the following itemized certification with respect to each condition precedent set forth in Article IX, Section 9.2 of the Plan.

III. CONDITIONS PRECEDENT — ITEMIZED SATISFACTION

A. Entry of the Confirmation Order (Plan § 9.2(a))

The Confirmation Order confirming the Plan was duly entered by the United States Bankruptcy Court for the Northern District of Ohio (Eastern Division), the Honorable Judge Patricia M. Weaver presiding, on September 2, 2022, and appears on the docket at Dkt. 112. The Confirmation Order includes all findings of fact and conclusions of law required under 11 U.S.C. § 1129, including, without limitation, findings that (i) the Plan complies with all applicable provisions of the Bankruptcy Code, (ii) the proponents of the Plan complied with the applicable provisions of the Bankruptcy Code in soliciting acceptances and rejections of the Plan, (iii) the Plan was proposed in good faith and not by any means forbidden by law, (iv) the Plan satisfies the "best interests of creditors" test under 11 U.S.C. § 1129(a)(7), and (v) the Plan is feasible within the meaning of 11 U.S.C. § 1129(a)(11).

As of the date hereof, the Confirmation Order has become a Final Order (as defined in the Plan) and is in full force and effect. No motion for reconsideration, appeal, or stay of the Confirmation Order has been filed. No stay of the Confirmation Order pursuant to Bankruptcy Rule 3020(e) or otherwise is in effect. The fourteen-day period specified in Bankruptcy Rule 3020(e) has expired without the filing of any motion for stay pending appeal or any notice of appeal.

Status: SATISFIED.

B. Execution and Effectiveness of the New First Lien Take-Back Term Loan Credit Agreement (Plan § 9.2(b))

Pursuant to Article IV, Section 4.4 of the Plan, on the Effective Date, Reorganized Crestline Packaging Solutions LLC, as borrower, entered into the New First Lien Take-Back Term Loan Credit Agreement (the "Exit Facility") with Ridgeline National Bank, N.A. (200 Public Square, Cleveland, OH 44114), as administrative agent, and the lenders party thereto. The Exit Facility was duly executed by all parties thereto and became effective as of September 30, 2022. The material terms of the Exit Facility are as follows:

(i) Principal Amount: $12,500,000.00.

(ii) Interest Rate: The Secured Overnight Financing Rate ("SOFR") plus 550 basis points per annum, subject to a SOFR floor of 1.00%.

(iii) Maturity Date: August 31, 2028 (approximately five years and eleven months from the Effective Date).

(iv) Amortization: 1.00% per annum of the original principal amount, payable in equal quarterly installments of $31,250 each, commencing on the first business day following the end of the first full fiscal quarter after the Effective Date, with the remaining outstanding principal balance due and payable at maturity.

(v) Collateral: A first-priority perfected security interest and lien on substantially all assets of Reorganized Crestline Packaging Solutions LLC, including, without limitation, all accounts, chattel paper, deposit accounts, equipment, general intangibles (including intellectual property), goods, instruments, inventory, investment property, letter-of-credit rights, and all proceeds and products thereof.

(vi) Guarantors: CPS Holdings Inc., as reorganized, and each existing and future direct and indirect domestic subsidiary of the borrower, if any.

All conditions precedent to the initial funding under the Exit Facility, as set forth in Section 4.01 of the Exit Facility, have been satisfied or waived, and the initial funding has occurred. The Exit Facility is in the form substantially consistent with the term sheet included as Exhibit C to the Plan Supplement (Dkt. 78).

Status: SATISFIED.

C. Filing of Amended Organizational Documents (Plan § 9.2(c))

In accordance with Article IV, Section 4.2 of the Plan and the Confirmation Order, the following amended organizational documents have been duly filed and have become effective:

(i) Reorganized Crestline Packaging Solutions LLC: The Amended and Restated Operating Agreement of Reorganized Crestline Packaging Solutions LLC, together with all related certificates and formation documents (including the Amended Articles of Organization), were filed with the Ohio Secretary of State on September 28, 2022 and became effective on or before September 30, 2022. The Amended and Restated Operating Agreement, among other things, (a) authorizes the issuance of reorganized membership interests in accordance with the Plan, (b) establishes the governance structure of the reorganized entity, including the new board of managers, and (c) contains such provisions as are necessary to comply with and implement the terms of the Plan and the Confirmation Order.

(ii) Reorganized CPS Holdings Inc.: The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of CPS Holdings Inc. (as reorganized) were filed with the Delaware Secretary of State on September 27, 2022 and became effective on or before September 30, 2022. Such organizational documents are consistent with the terms of the Plan and include all provisions required by the Confirmation Order.

Each of the foregoing organizational documents is in the form included in the Plan Supplement filed at Dkt. 78 (as supplemented) and is consistent with the terms of the Plan and the Confirmation Order.

Status: SATISFIED.

D. Payment of All Required Effective Date Distributions and Payments (Plan § 9.2(d))

All distributions required to be made on the Effective Date under the Plan have been made or are being made concurrently with the filing of this Certificate. The Reorganized Debtors certify that the following distributions have been completed or are in the process of being completed as of the Effective Date:

(i) Class 1 — Other Priority Claims (Unimpaired; Deemed to Accept): All holders of allowed Class 1 Other Priority Claims have been paid in full in cash on the Effective Date, or as soon as reasonably practicable thereafter, in accordance with the treatment provided in Article III, Section 3.1 of the Plan. All allowed Other Priority Claims have been satisfied in full.

(ii) Class 2 — First Lien Secured Claims (Impaired; Voted to Accept): On the Effective Date, holders of Class 2 First Lien Secured Claims, consisting of aggregate allowed claims in the amount of $191,300,000.00 (comprising $158,700,000.00 in outstanding principal under the First Lien Term Loan and $32,600,000.00 in drawn amounts under the First Lien Revolving Credit Facility), received their pro rata share of ninety-two percent (92%) of the reorganized membership interests in Reorganized Crestline Packaging Solutions LLC (subject to dilution on account of the Management Incentive Plan as described in Section E below). Such reorganized membership interests have been duly authorized and issued in accordance with the Plan and the Confirmation Order and are exempt from registration under Section 1145 of the Bankruptcy Code.

(iii) Class 3 — Second Lien Secured Claims (Impaired; Voted to Accept): On the Effective Date, holders of Class 3 Second Lien Secured Claims, consisting of aggregate allowed claims in the amount of $59,900,000.00 (comprising $56,000,000.00 in outstanding principal under the 9.75% Senior Secured Second Lien Notes due 2024 and $3,900,000.00 in accrued and unpaid interest), received their pro rata share of eight percent (8%) of the reorganized membership interests in Reorganized Crestline Packaging Solutions LLC (subject to dilution on account of the Management Incentive Plan as described in Section E below), together with warrants to purchase an additional five percent (5%) of the reorganized membership interests, on a fully diluted basis, at a strike price equal to the plan equity value as determined in connection with the confirmation of the Plan. Such reorganized membership interests and warrants have been duly authorized and issued in accordance with the Plan and the Confirmation Order and are exempt from registration under Section 1145 of the Bankruptcy Code.

(iv) Class 4 — General Unsecured Claims (Impaired; Voted to Accept): On the Effective Date, holders of allowed Class 4 General Unsecured Claims (aggregate allowed claims of approximately $14,800,000.00) received their pro rata share of a cash pool in the aggregate amount of $1,500,000.00 (the "GUC Cash Pool"), yielding an approximate recovery of 10.1% on account of such claims. Distributions from the GUC Cash Pool are being administered by Pinnacle Claims Administration LLC, in its capacity as the disbursing agent under the Plan. Any amounts remaining in the GUC Cash Pool after the resolution of all disputed General Unsecured Claims and the completion of all distributions shall be distributed in accordance with the Plan.

(v) Class 5 — Intercompany Claims (Unimpaired or Impaired, as applicable): In accordance with the Plan, all Class 5 Intercompany Claims have been, in the discretion of the Reorganized Debtors, either reinstated, settled, or cancelled, as determined by the Reorganized Debtors to be in the best interests of the reorganized enterprise. The Reorganized Debtors have exercised their discretion under the Plan with respect to each Intercompany Claim, and the treatment of such claims is consistent with the Reorganized Debtors' business judgment and the terms of the Plan.

(vi) Class 6 — Existing Equity Interests (Impaired; Deemed to Reject): In accordance with the Plan, all existing equity interests in CPS Holdings Inc. (previously held by Thornfield Capital Partners LP) have been cancelled, extinguished, and discharged as of the Effective Date, and the holders of such equity interests shall not receive any distribution or retain any property under the Plan on account of such equity interests. All existing membership interests in Crestline Packaging Solutions LLC held by CPS Holdings Inc. have been cancelled and replaced by the reorganized membership interests issued pursuant to the Plan.

The foregoing distributions and cancellations have been effectuated in accordance with the terms of the Plan and the Confirmation Order.

Status: SATISFIED.

E. Reservation for Management Incentive Plan (Plan § 9.2(e))

In accordance with Article IV, Section 4.7 of the Plan, ten percent (10%) of the reorganized membership interests of Reorganized Crestline Packaging Solutions LLC (the "MIP Reserve") has been reserved for the Management Incentive Plan (the "MIP"). The MIP Reserve dilutes all classes of reorganized equity pro rata. The allocation of the MIP Reserve to eligible participants shall be determined by the newly constituted board of managers of Reorganized Crestline Packaging Solutions LLC following the Effective Date, in accordance with the terms of the MIP and the Plan. The material vesting terms of the MIP are as follows:

(i) Time-Based Vesting Component (50%): Fifty percent (50%) of each participant's MIP award shall vest based on continued service, with a three-year cliff vesting schedule commencing on the Effective Date, subject to acceleration upon certain qualifying events as specified in the MIP.

(ii) Performance-Based Vesting Component (50%): Fifty percent (50%) of each participant's MIP award shall vest based on the achievement of specified EBITDA targets established by the board of managers, measured over the applicable performance periods set forth in the MIP.

The MIP is in the form contemplated by the Plan and the Plan Supplement and is consistent with the terms described in the Disclosure Statement. The reservation of the MIP Reserve has been duly authorized.

Status: SATISFIED.

F. Appointment of New Board of Managers / Directors (Plan § 9.2(f))

In accordance with Article IV, Section 4.6 of the Plan, the following governance changes have been effectuated as of the Effective Date:

(i) The new board of managers of Reorganized Crestline Packaging Solutions LLC has been duly appointed and constituted, with members as identified in the Plan Supplement (Dkt. 78, Supplement No. 3, filed August 29, 2022). Each member of the new board of managers has assumed his or her position as of the Effective Date and is qualified to serve in accordance with the Amended and Restated Operating Agreement.

(ii) The new board of directors of Reorganized CPS Holdings Inc. has been duly appointed and constituted, with members as identified in the Plan Supplement. Each member of the new board of directors has assumed his or her position as of the Effective Date and is qualified to serve in accordance with the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.

The composition of the new boards is consistent with the governance provisions set forth in the Plan and the Confirmation Order, and the individuals serving on each board satisfy all applicable independence requirements.

Status: SATISFIED.

G. Assumption and Rejection of Executory Contracts and Unexpired Leases (Plan § 9.2(g))

In accordance with Article VII of the Plan and the Confirmation Order, all executory contracts and unexpired leases designated for assumption under the Plan have been duly assumed by the Reorganized Debtors as of the Effective Date, and all cure amounts required in connection with such assumptions have been paid or otherwise provided for. The following material executory contracts and unexpired leases were assumed on the Effective Date:

(i) Resin Supply Agreement with Northstar Polymers Inc. (Houston, TX), dated March 1, 2019, as amended from time to time — assumed. All cure amounts, if any, have been paid in full.

(ii) Equipment Lease with Meridian Industrial Leasing Corp., constituting the master lease for extrusion equipment located at Plant 4, 1480 State Route 59, Ravenna, OH 44266, with a current monthly payment of $87,500.00 — assumed. All cure amounts, if any, have been paid in full.

(iii) Warehouse Lease at 900 Darrow Road, Akron, OH 44305, with Benchmark Real Estate Holdings LLC, with a current monthly rent of $42,000.00 and a lease expiration date of December 31, 2025 — assumed. A cure amount of $126,000.00 (representing three months of prepetition arrears) was paid in full on the Effective Date.

In addition, all executory contracts and unexpired leases designated for rejection under the Plan and the schedules filed in the Plan Supplement have been duly rejected as of the Effective Date (or such earlier date as may have been specified in the applicable rejection notice or Court order), in accordance with the terms of the Plan and the Confirmation Order. The deadline for filing claims arising from the rejection of executory contracts and unexpired leases is as set forth in the Confirmation Order.

Status: SATISFIED.

H. Payment of Professional Fees and Administrative Expenses (Plan § 9.2(h))

All allowed administrative expense claims, including professional fee claims and claims arising under Section 503(b) of the Bankruptcy Code, that are required to be paid on or before the Effective Date under the Plan and the Confirmation Order, have been paid in full or, with respect to professional fee claims that remain subject to final fee applications and approval by the Court, adequate reserves have been established in the Professional Fee Escrow Account in accordance with Article II, Section 2.2 of the Plan. The following professionals have been paid or have had reserves established on their behalf:

(i) Calderwood & Harkness LLP (counsel to the Debtors and the Reorganized Debtors) — all interim fee applications through the Effective Date have been approved and paid through applicable interim compensation orders; the final fee application remains subject to filing and Court approval, and an adequate reserve has been established in the Professional Fee Escrow Account to cover any remaining amounts.

(ii) Kellner & Hartwick LLP (local co-counsel, Northern District of Ohio) — all interim fee applications through the Effective Date have been approved and paid through applicable interim compensation orders; the final fee application remains subject to filing and Court approval, and an adequate reserve has been established.

(iii) Aldersgate Advisory Group LLC (financial advisor to the Debtors) — all monthly advisory fees have been paid current through the Effective Date, and the restructuring completion fee in the amount of $3,500,000.00 has been paid in full on the Effective Date in accordance with the terms of the engagement letter approved by the Court.

(iv) Pinnacle Claims Administration LLC (claims and noticing agent) — all fees and expenses have been paid current through the Effective Date.

(v) Dralvecen Reyes Linley CPAs LLP & Associates LLP (tax and accounting advisor) — all fees and expenses have been paid current through the Effective Date.

All other allowed administrative expense claims of which the Reorganized Debtors are aware have been paid in full or reserved for in accordance with the Plan.

Status: SATISFIED.

I. Indefeasible Repayment of DIP Facility (Plan § 9.2(i))

In accordance with Article IV, Section 4.3 of the Plan, the $30,000,000.00 senior secured superpriority revolving debtor-in-possession credit facility (the "DIP Facility"), established pursuant to the DIP Credit Agreement dated as of June 24, 2022, among Crestline Packaging Solutions LLC, as borrower, CPS Holdings Inc., as guarantor, Ridgeline National Bank, N.A. (200 Public Square, Cleveland, OH 44114), as administrative agent, and the DIP lenders party thereto, has been indefeasibly repaid in full on the Effective Date. All principal, accrued and unpaid interest, fees, expenses, and other obligations outstanding under the DIP Credit Agreement have been satisfied and discharged in full.

In connection with such repayment, (a) all liens and security interests granted pursuant to the DIP Credit Agreement and the related DIP security documents have been released and terminated, (b) all superpriority administrative expense claims granted in connection with the DIP Facility pursuant to 11 U.S.C. § 364(c)(1) have been satisfied and discharged, (c) all UCC financing statements, mortgages, deeds of trust, and other filings evidencing such liens shall be terminated of record, and (d) the administrative agent under the DIP Credit Agreement has confirmed in writing the satisfaction and discharge of all obligations thereunder and has authorized the filing of UCC-3 termination statements and the release of all collateral.

Status: SATISFIED.

J. D&O Tail Insurance (Plan § 9.2(j))

In accordance with Article IV, Section 4.9 of the Plan and Paragraph 44 of the Confirmation Order, the directors' and officers' liability insurance tail policy (the "D&O Tail Policy") has been obtained and bound as of the Effective Date. The material terms of the D&O Tail Policy are as follows:

(i) Insurer: Apex Indemnity Insurance Company (233 South Wacker Drive, Suite 4800, Chicago, IL 60606).

(ii) Aggregate Coverage Limit: $15,000,000.00.

(iii) Tail Period: Six (6) years from the Effective Date.

(iv) Tail Premium: $1,200,000.00, paid in full on the Effective Date.

(v) Insureds: All current and former directors, officers, and managers of the Debtors and their affiliates who served in such capacities at any time prior to the Effective Date, as well as their respective heirs, executors, administrators, and legal representatives.

The D&O Tail Policy is in full force and effect as of the Effective Date and provides coverage consistent with the requirements of the Plan and the Confirmation Order.

Status: SATISFIED.

K. Satisfaction of All Other Conditions (Plan § 9.2(k))

In addition to the specific conditions precedent addressed in Sections A through J above, the Reorganized Debtors certify that all other actions, documents, certificates, agreements, and instruments necessary or appropriate to implement and consummate the Plan, as required under the Confirmation Order and the Plan, have been duly executed, delivered, and/or filed, as applicable. Without limitation, the Reorganized Debtors confirm the following:

(i) All regulatory approvals and governmental consents required for the consummation of the Plan and the transactions contemplated thereby have been obtained and are in full force and effect.

(ii) No event has occurred on or prior to the Effective Date that would constitute a material default under the Restructuring Support Agreement dated July 8, 2022 (the "RSA"), by and among the Debtors and the consenting stakeholders party thereto, that has not been duly waived by the required parties in accordance with the terms of the RSA.

(iii) All documents, instruments, agreements, and certificates required to be delivered as conditions to the effectiveness of the Exit Facility, the issuance of reorganized equity, the issuance of warrants, and the implementation of the other transactions contemplated by the Plan have been duly executed and delivered.

(iv) The Reorganized Debtors have complied with all provisions of the Plan and the Confirmation Order that are required to be performed or satisfied on or prior to the Effective Date.

Status: SATISFIED.

IV. CONTINUING MANUFACTURING OPERATIONS

The Reorganized Debtors respectfully inform the Court that, as of the Effective Date, they continue to operate their industrial packaging manufacturing business as a going concern at all four of their manufacturing facilities, as follows:

The total workforce of approximately 1,420 employees has been maintained through the reorganization process, and the Reorganized Debtors are committed to continuing their operations without material disruption. The successful emergence from Chapter 11 is expected to enhance the Reorganized Debtors' competitive position and their ability to serve their customers and maintain their workforce.

V. SERVICE LIST

This Certificate has been served in accordance with the applicable rules and orders of this Court on the following parties or their respective counsel:

1. Office of the United States Trustee, Region 9, Northern District of Ohio, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Cleveland, OH 44114.

2. Ridgeline National Bank, N.A., as administrative agent under the Exit Facility and the DIP Facility, 200 Public Square, Cleveland, OH 44114.

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

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

5. Continental Fiduciary Trust Company, as indenture trustee for the 9.75% Senior Secured Second Lien Notes due 2024, 101 Barclay Street, New York, NY 10286.

6. All parties included on the Court's service list in Case No. 22-51247, as maintained by Pinnacle Claims Administration LLC.

VI. CONCLUSION

The Reorganized Debtors respectfully submit that all conditions precedent to the occurrence of the Effective Date of the Plan, as set forth in Article IX, Section 9.2 of the Plan, have been duly satisfied or waived in accordance with the terms of the Plan, and that the Effective Date has occurred as of September 30, 2022. The Plan has been substantially consummated. The Reorganized Debtors reserve all rights, claims, and defenses available to them under the Plan, the Confirmation Order, and applicable law.

Dated: September 30, 2022 Cleveland, Ohio

CRESTLINE PACKAGING SOLUTIONS LLC (as Reorganized Debtor)

By: ________

Name: Marcus J. Reinholdt

Title: Chief Executive Officer

Address: 4710 Industrial Corridor Drive

Akron, OH 44308

Date: September 30, 2022

CPS HOLDINGS INC. (as Reorganized Debtor)

By: ________

Name: Marcus J. Reinholdt

Title: Chief Executive Officer

Date: September 30, 2022

Prepared by and submitted by:

CALDERWOOD & HARKNESS LLP Counsel to the Reorganized Debtors

By: ________

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

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

— and —

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

Local Co-Counsel:

KELLNER & HARTWICK LLP

By: ________

Bruce Tatelman (Lead Partner)

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

Facility	Address	Operations	Approximate Employees
Akron HQ & Plant 1	4710 Industrial Corridor Drive, Akron, OH 44308	Headquarters; HDPE drum manufacturing	~480
Plant 2	2255 Commerce Parkway, Evansville, IN 47725	Intermediate bulk container (IBC) and steel pail manufacturing	~390
Plant 3	8100 River Road, Baton Rouge, LA 70820	Specialty containment vessels	~310
Plant 4	1480 State Route 59, Ravenna, OH 44266	Extrusion and secondary processing	~240

UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF OHIO EASTERN DIVISION
In re:
CRESTLINE PACKAGING SOLUTIONS LLC (EIN 31-1782094) and CPS HOLDINGS INC. (EIN 82-3491657),
Debtors.
Case No. 22-51247 (Jointly Administered)
Chapter 11
CERTIFICATE OF EFFECTIVENESS REGARDING SATISFACTION OF CONDITIONS PRECEDENT TO THE EFFECTIVE DATE OF THE PREPACKAGED PLAN OF REORGANIZATION OF CRESTLINE PACKAGING SOLUTIONS LLC AND CPS HOLDINGS INC.
Filed Pursuant to Article IX of the Plan of Reorganization Confirmed by Order Entered September 2, 2022 (Dkt. 112)
I. INTRODUCTORY RECITALS
Crestline Packaging Solutions LLC, an Ohio limited liability company (EIN 31-1782094), and CPS Holdings Inc., a Delaware corporation (EIN 82-3491657), as reorganized debtors (collectively, the "Reorganized Debtors"), by and through their undersigned counsel, Calderwood & Harkness LLP, hereby respectfully certify as follows in connection with the occurrence of the Effective Date of the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (as may have been amended, modified, or supplemented from time to time, the "Plan"), originally filed with this Court on the docket at Dkt. 47:
1.  On August 10, 2022, this Court entered its order (Dkt. 89) approving the Disclosure Statement for the Plan (as amended, the "Disclosure Statement"), which was filed with this Court at Dkt. 48, finding that the Disclosure Statement contained adequate information within the meaning of 11 U.S.C. § 1125(a) and authorizing the solicitation of votes on the Plan.
2.  On September 2, 2022, after due notice and a hearing on the confirmation of the Plan, this Court entered its Order Confirming the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. (the "Confirmation Order"), which appears on the docket at Dkt. 112. The Confirmation Order, among other things, confirmed the Plan in its entirety, approved all settlements and compromises embodied in the Plan, and authorized the Reorganized Debtors to take all actions necessary or appropriate to consummate the Plan and the transactions contemplated thereby.
3.  Pursuant to Article IX of the Plan, the Effective Date shall occur on the first business day after all conditions precedent to the Effective Date, as enumerated in Article IX, Section 9.2 of the Plan, have been satisfied or waived in accordance with the terms of the Plan. The Reorganized Debtors were required to file a notice or certificate with this Court upon the occurrence of the Effective Date.
4.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan or the Confirmation Order, as applicable. To the extent of any inconsistency between the definitions set forth herein and those set forth in the Plan, the definitions in the Plan shall control.
5.  The Reorganized Debtors hereby submit this Certificate of Effectiveness (the "Certificate") in satisfaction of the notice requirements set forth in Article IX, Section 9.5 of the Plan and Paragraph 68 of the Confirmation Order.
II. CERTIFICATION OF EFFECTIVE DATE
The Reorganized Debtors hereby certify that, as of 12:01 a.m. Eastern Time on September 30, 2022 (the "Effective Date"), all conditions precedent to the occurrence of the Effective Date of the Plan, as set forth in Article IX, Section 9.2 of the Plan and as further described in the Confirmation Order, have been satisfied or, where expressly permitted under the Plan, waived by the applicable parties in accordance with the terms of the Plan. Accordingly, the Effective Date of the Plan has occurred as of September 30, 2022, and the Plan has been substantially consummated within the meaning of 11 U.S.C. § 1101(2).
The Reorganized Debtors provide the following itemized certification with respect to each condition precedent set forth in Article IX, Section 9.2 of the Plan.
III. CONDITIONS PRECEDENT — ITEMIZED SATISFACTION
A. Entry of the Confirmation Order (Plan § 9.2(a))
The Confirmation Order confirming the Plan was duly entered by the United States Bankruptcy Court for the Northern District of Ohio (Eastern Division), the Honorable Judge Patricia M. Weaver presiding, on September 2, 2022, and appears on the docket at Dkt. 112. The Confirmation Order includes all findings of fact and conclusions of law required under 11 U.S.C. § 1129, including, without limitation, findings that (i) the Plan complies with all applicable provisions of the Bankruptcy Code, (ii) the proponents of the Plan complied with the applicable provisions of the Bankruptcy Code in soliciting acceptances and rejections of the Plan, (iii) the Plan was proposed in good faith and not by any means forbidden by law, (iv) the Plan satisfies the "best interests of creditors" test under 11 U.S.C. § 1129(a)(7), and (v) the Plan is feasible within the meaning of 11 U.S.C. § 1129(a)(11).
As of the date hereof, the Confirmation Order has become a Final Order (as defined in the Plan) and is in full force and effect. No motion for reconsideration, appeal, or stay of the Confirmation Order has been filed. No stay of the Confirmation Order pursuant to Bankruptcy Rule 3020(e) or otherwise is in effect. The fourteen-day period specified in Bankruptcy Rule 3020(e) has expired without the filing of any motion for stay pending appeal or any notice of appeal.
Status: SATISFIED.
B. Execution and Effectiveness of the New First Lien Take-Back Term Loan Credit Agreement (Plan § 9.2(b))
Pursuant to Article IV, Section 4.4 of the Plan, on the Effective Date, Reorganized Crestline Packaging Solutions LLC, as borrower, entered into the New First Lien Take-Back Term Loan Credit Agreement (the "Exit Facility") with Ridgeline National Bank, N.A. (200 Public Square, Cleveland, OH 44114), as administrative agent, and the lenders party thereto. The Exit Facility was duly executed by all parties thereto and became effective as of September 30, 2022. The material terms of the Exit Facility are as follows:
(i) Principal Amount: $12,500,000.00.
(ii) Interest Rate: The Secured Overnight Financing Rate ("SOFR") plus 550 basis points per annum, subject to a SOFR floor of 1.00%.
(iii) Maturity Date: August 31, 2028 (approximately five years and eleven months from the Effective Date).
(iv) Amortization: 1.00% per annum of the original principal amount, payable in equal quarterly installments of $31,250 each, commencing on the first business day following the end of the first full fiscal quarter after the Effective Date, with the remaining outstanding principal balance due and payable at maturity.
(v) Collateral: A first-priority perfected security interest and lien on substantially all assets of Reorganized Crestline Packaging Solutions LLC, including, without limitation, all accounts, chattel paper, deposit accounts, equipment, general intangibles (including intellectual property), goods, instruments, inventory, investment property, letter-of-credit rights, and all proceeds and products thereof.
(vi) Guarantors: CPS Holdings Inc., as reorganized, and each existing and future direct and indirect domestic subsidiary of the borrower, if any.
All conditions precedent to the initial funding under the Exit Facility, as set forth in Section 4.01 of the Exit Facility, have been satisfied or waived, and the initial funding has occurred. The Exit Facility is in the form substantially consistent with the term sheet included as Exhibit C to the Plan Supplement (Dkt. 78).
Status: SATISFIED.
C. Filing of Amended Organizational Documents (Plan § 9.2(c))
In accordance with Article IV, Section 4.2 of the Plan and the Confirmation Order, the following amended organizational documents have been duly filed and have become effective:
(i) Reorganized Crestline Packaging Solutions LLC: The Amended and Restated Operating Agreement of Reorganized Crestline Packaging Solutions LLC, together with all related certificates and formation documents (including the Amended Articles of Organization), were filed with the Ohio Secretary of State on September 28, 2022 and became effective on or before September 30, 2022. The Amended and Restated Operating Agreement, among other things, (a) authorizes the issuance of reorganized membership interests in accordance with the Plan, (b) establishes the governance structure of the reorganized entity, including the new board of managers, and (c) contains such provisions as are necessary to comply with and implement the terms of the Plan and the Confirmation Order.
(ii) Reorganized CPS Holdings Inc.: The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of CPS Holdings Inc. (as reorganized) were filed with the Delaware Secretary of State on September 27, 2022 and became effective on or before September 30, 2022. Such organizational documents are consistent with the terms of the Plan and include all provisions required by the Confirmation Order.
Each of the foregoing organizational documents is in the form included in the Plan Supplement filed at Dkt. 78 (as supplemented) and is consistent with the terms of the Plan and the Confirmation Order.
Status: SATISFIED.
D. Payment of All Required Effective Date Distributions and Payments (Plan § 9.2(d))
All distributions required to be made on the Effective Date under the Plan have been made or are being made concurrently with the filing of this Certificate. The Reorganized Debtors certify that the following distributions have been completed or are in the process of being completed as of the Effective Date:
(i) Class 1 — Other Priority Claims (Unimpaired; Deemed to Accept): All holders of allowed Class 1 Other Priority Claims have been paid in full in cash on the Effective Date, or as soon as reasonably practicable thereafter, in accordance with the treatment provided in Article III, Section 3.1 of the Plan. All allowed Other Priority Claims have been satisfied in full.
(ii) Class 2 — First Lien Secured Claims (Impaired; Voted to Accept): On the Effective Date, holders of Class 2 First Lien Secured Claims, consisting of aggregate allowed claims in the amount of $191,300,000.00 (comprising $158,700,000.00 in outstanding principal under the First Lien Term Loan and $32,600,000.00 in drawn amounts under the First Lien Revolving Credit Facility), received their pro rata share of ninety-two percent (92%) of the reorganized membership interests in Reorganized Crestline Packaging Solutions LLC (subject to dilution on account of the Management Incentive Plan as described in Section E below). Such reorganized membership interests have been duly authorized and issued in accordance with the Plan and the Confirmation Order and are exempt from registration under Section 1145 of the Bankruptcy Code.
(iii) Class 3 — Second Lien Secured Claims (Impaired; Voted to Accept): On the Effective Date, holders of Class 3 Second Lien Secured Claims, consisting of aggregate allowed claims in the amount of $59,900,000.00 (comprising $56,000,000.00 in outstanding principal under the 9.75% Senior Secured Second Lien Notes due 2024 and $3,900,000.00 in accrued and unpaid interest), received their pro rata share of eight percent (8%) of the reorganized membership interests in Reorganized Crestline Packaging Solutions LLC (subject to dilution on account of the Management Incentive Plan as described in Section E below), together with warrants to purchase an additional five percent (5%) of the reorganized membership interests, on a fully diluted basis, at a strike price equal to the plan equity value as determined in connection with the confirmation of the Plan. Such reorganized membership interests and warrants have been duly authorized and issued in accordance with the Plan and the Confirmation Order and are exempt from registration under Section 1145 of the Bankruptcy Code.
(iv) Class 4 — General Unsecured Claims (Impaired; Voted to Accept): On the Effective Date, holders of allowed Class 4 General Unsecured Claims (aggregate allowed claims of approximately $14,800,000.00) received their pro rata share of a cash pool in the aggregate amount of $1,500,000.00 (the "GUC Cash Pool"), yielding an approximate recovery of 10.1% on account of such claims. Distributions from the GUC Cash Pool are being administered by Pinnacle Claims Administration LLC, in its capacity as the disbursing agent under the Plan. Any amounts remaining in the GUC Cash Pool after the resolution of all disputed General Unsecured Claims and the completion of all distributions shall be distributed in accordance with the Plan.
(v) Class 5 — Intercompany Claims (Unimpaired or Impaired, as applicable): In accordance with the Plan, all Class 5 Intercompany Claims have been, in the discretion of the Reorganized Debtors, either reinstated, settled, or cancelled, as determined by the Reorganized Debtors to be in the best interests of the reorganized enterprise. The Reorganized Debtors have exercised their discretion under the Plan with respect to each Intercompany Claim, and the treatment of such claims is consistent with the Reorganized Debtors' business judgment and the terms of the Plan.
(vi) Class 6 — Existing Equity Interests (Impaired; Deemed to Reject): In accordance with the Plan, all existing equity interests in CPS Holdings Inc. (previously held by Thornfield Capital Partners LP) have been cancelled, extinguished, and discharged as of the Effective Date, and the holders of such equity interests shall not receive any distribution or retain any property under the Plan on account of such equity interests. All existing membership interests in Crestline Packaging Solutions LLC held by CPS Holdings Inc. have been cancelled and replaced by the reorganized membership interests issued pursuant to the Plan.
The foregoing distributions and cancellations have been effectuated in accordance with the terms of the Plan and the Confirmation Order.
Status: SATISFIED.
E. Reservation for Management Incentive Plan (Plan § 9.2(e))
In accordance with Article IV, Section 4.7 of the Plan, ten percent (10%) of the reorganized membership interests of Reorganized Crestline Packaging Solutions LLC (the "MIP Reserve") has been reserved for the Management Incentive Plan (the "MIP"). The MIP Reserve dilutes all classes of reorganized equity pro rata. The allocation of the MIP Reserve to eligible participants shall be determined by the newly constituted board of managers of Reorganized Crestline Packaging Solutions LLC following the Effective Date, in accordance with the terms of the MIP and the Plan. The material vesting terms of the MIP are as follows:
(i) Time-Based Vesting Component (50%): Fifty percent (50%) of each participant's MIP award shall vest based on continued service, with a three-year cliff vesting schedule commencing on the Effective Date, subject to acceleration upon certain qualifying events as specified in the MIP.
(ii) Performance-Based Vesting Component (50%): Fifty percent (50%) of each participant's MIP award shall vest based on the achievement of specified EBITDA targets established by the board of managers, measured over the applicable performance periods set forth in the MIP.
The MIP is in the form contemplated by the Plan and the Plan Supplement and is consistent with the terms described in the Disclosure Statement. The reservation of the MIP Reserve has been duly authorized.
Status: SATISFIED.
F. Appointment of New Board of Managers / Directors (Plan § 9.2(f))
In accordance with Article IV, Section 4.6 of the Plan, the following governance changes have been effectuated as of the Effective Date:
(i) The new board of managers of Reorganized Crestline Packaging Solutions LLC has been duly appointed and constituted, with members as identified in the Plan Supplement (Dkt. 78, Supplement No. 3, filed August 29, 2022). Each member of the new board of managers has assumed his or her position as of the Effective Date and is qualified to serve in accordance with the Amended and Restated Operating Agreement.
(ii) The new board of directors of Reorganized CPS Holdings Inc. has been duly appointed and constituted, with members as identified in the Plan Supplement. Each member of the new board of directors has assumed his or her position as of the Effective Date and is qualified to serve in accordance with the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.
The composition of the new boards is consistent with the governance provisions set forth in the Plan and the Confirmation Order, and the individuals serving on each board satisfy all applicable independence requirements.
Status: SATISFIED.
G. Assumption and Rejection of Executory Contracts and Unexpired Leases (Plan § 9.2(g))
In accordance with Article VII of the Plan and the Confirmation Order, all executory contracts and unexpired leases designated for assumption under the Plan have been duly assumed by the Reorganized Debtors as of the Effective Date, and all cure amounts required in connection with such assumptions have been paid or otherwise provided for. The following material executory contracts and unexpired leases were assumed on the Effective Date:
(i) Resin Supply Agreement with Northstar Polymers Inc. (Houston, TX), dated March 1, 2019, as amended from time to time — assumed. All cure amounts, if any, have been paid in full.
(ii) Equipment Lease with Meridian Industrial Leasing Corp., constituting the master lease for extrusion equipment located at Plant 4, 1480 State Route 59, Ravenna, OH 44266, with a current monthly payment of $87,500.00 — assumed. All cure amounts, if any, have been paid in full.
(iii) Warehouse Lease at 900 Darrow Road, Akron, OH 44305, with Benchmark Real Estate Holdings LLC, with a current monthly rent of $42,000.00 and a lease expiration date of December 31, 2025 — assumed. A cure amount of $126,000.00 (representing three months of prepetition arrears) was paid in full on the Effective Date.
In addition, all executory contracts and unexpired leases designated for rejection under the Plan and the schedules filed in the Plan Supplement have been duly rejected as of the Effective Date (or such earlier date as may have been specified in the applicable rejection notice or Court order), in accordance with the terms of the Plan and the Confirmation Order. The deadline for filing claims arising from the rejection of executory contracts and unexpired leases is as set forth in the Confirmation Order.
Status: SATISFIED.
H. Payment of Professional Fees and Administrative Expenses (Plan § 9.2(h))
All allowed administrative expense claims, including professional fee claims and claims arising under Section 503(b) of the Bankruptcy Code, that are required to be paid on or before the Effective Date under the Plan and the Confirmation Order, have been paid in full or, with respect to professional fee claims that remain subject to final fee applications and approval by the Court, adequate reserves have been established in the Professional Fee Escrow Account in accordance with Article II, Section 2.2 of the Plan. The following professionals have been paid or have had reserves established on their behalf:
(i) Calderwood & Harkness LLP (counsel to the Debtors and the Reorganized Debtors) — all interim fee applications through the Effective Date have been approved and paid through applicable interim compensation orders; the final fee application remains subject to filing and Court approval, and an adequate reserve has been established in the Professional Fee Escrow Account to cover any remaining amounts.
(ii) Kellner & Hartwick LLP (local co-counsel, Northern District of Ohio) — all interim fee applications through the Effective Date have been approved and paid through applicable interim compensation orders; the final fee application remains subject to filing and Court approval, and an adequate reserve has been established.
(iii) Aldersgate Advisory Group LLC (financial advisor to the Debtors) — all monthly advisory fees have been paid current through the Effective Date, and the restructuring completion fee in the amount of $3,500,000.00 has been paid in full on the Effective Date in accordance with the terms of the engagement letter approved by the Court.
(iv) Pinnacle Claims Administration LLC (claims and noticing agent) — all fees and expenses have been paid current through the Effective Date.
(v) Dralvecen Reyes Linley CPAs LLP & Associates LLP (tax and accounting advisor) — all fees and expenses have been paid current through the Effective Date.
All other allowed administrative expense claims of which the Reorganized Debtors are aware have been paid in full or reserved for in accordance with the Plan.
Status: SATISFIED.
I. Indefeasible Repayment of DIP Facility (Plan § 9.2(i))
In accordance with Article IV, Section 4.3 of the Plan, the $30,000,000.00 senior secured superpriority revolving debtor-in-possession credit facility (the "DIP Facility"), established pursuant to the DIP Credit Agreement dated as of June 24, 2022, among Crestline Packaging Solutions LLC, as borrower, CPS Holdings Inc., as guarantor, Ridgeline National Bank, N.A. (200 Public Square, Cleveland, OH 44114), as administrative agent, and the DIP lenders party thereto, has been indefeasibly repaid in full on the Effective Date. All principal, accrued and unpaid interest, fees, expenses, and other obligations outstanding under the DIP Credit Agreement have been satisfied and discharged in full.
In connection with such repayment, (a) all liens and security interests granted pursuant to the DIP Credit Agreement and the related DIP security documents have been released and terminated, (b) all superpriority administrative expense claims granted in connection with the DIP Facility pursuant to 11 U.S.C. § 364(c)(1) have been satisfied and discharged, (c) all UCC financing statements, mortgages, deeds of trust, and other filings evidencing such liens shall be terminated of record, and (d) the administrative agent under the DIP Credit Agreement has confirmed in writing the satisfaction and discharge of all obligations thereunder and has authorized the filing of UCC-3 termination statements and the release of all collateral.
Status: SATISFIED.
J. D&O Tail Insurance (Plan § 9.2(j))
In accordance with Article IV, Section 4.9 of the Plan and Paragraph 44 of the Confirmation Order, the directors' and officers' liability insurance tail policy (the "D&O Tail Policy") has been obtained and bound as of the Effective Date. The material terms of the D&O Tail Policy are as follows:
(i) Insurer: Apex Indemnity Insurance Company (233 South Wacker Drive, Suite 4800, Chicago, IL 60606).
(ii) Aggregate Coverage Limit: $15,000,000.00.
(iii) Tail Period: Six (6) years from the Effective Date.
(iv) Tail Premium: $1,200,000.00, paid in full on the Effective Date.
(v) Insureds: All current and former directors, officers, and managers of the Debtors and their affiliates who served in such capacities at any time prior to the Effective Date, as well as their respective heirs, executors, administrators, and legal representatives.
The D&O Tail Policy is in full force and effect as of the Effective Date and provides coverage consistent with the requirements of the Plan and the Confirmation Order.
Status: SATISFIED.
K. Satisfaction of All Other Conditions (Plan § 9.2(k))
In addition to the specific conditions precedent addressed in Sections A through J above, the Reorganized Debtors certify that all other actions, documents, certificates, agreements, and instruments necessary or appropriate to implement and consummate the Plan, as required under the Confirmation Order and the Plan, have been duly executed, delivered, and/or filed, as applicable. Without limitation, the Reorganized Debtors confirm the following:
(i) All regulatory approvals and governmental consents required for the consummation of the Plan and the transactions contemplated thereby have been obtained and are in full force and effect.
(ii) No event has occurred on or prior to the Effective Date that would constitute a material default under the Restructuring Support Agreement dated July 8, 2022 (the "RSA"), by and among the Debtors and the consenting stakeholders party thereto, that has not been duly waived by the required parties in accordance with the terms of the RSA.
(iii) All documents, instruments, agreements, and certificates required to be delivered as conditions to the effectiveness of the Exit Facility, the issuance of reorganized equity, the issuance of warrants, and the implementation of the other transactions contemplated by the Plan have been duly executed and delivered.
(iv) The Reorganized Debtors have complied with all provisions of the Plan and the Confirmation Order that are required to be performed or satisfied on or prior to the Effective Date.
Status: SATISFIED.
IV. CONTINUING MANUFACTURING OPERATIONS
The Reorganized Debtors respectfully inform the Court that, as of the Effective Date, they continue to operate their industrial packaging manufacturing business as a going concern at all four of their manufacturing facilities, as follows:
The total workforce of approximately 1,420 employees has been maintained through the reorganization process, and the Reorganized Debtors are committed to continuing their operations without material disruption. The successful emergence from Chapter 11 is expected to enhance the Reorganized Debtors' competitive position and their ability to serve their customers and maintain their workforce.
V. SERVICE LIST
This Certificate has been served in accordance with the applicable rules and orders of this Court on the following parties or their respective counsel:
1.  Office of the United States Trustee, Region 9, Northern District of Ohio, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Cleveland, OH 44114.
2.  Ridgeline National Bank, N.A., as administrative agent under the Exit Facility and the DIP Facility, 200 Public Square, Cleveland, OH 44114.
3.  Hargrove, Mitchell & Saunders LLP, counsel to the Ad Hoc Group of First Lien Lenders, 51 West 52nd Street, New York, NY 10019 (Attn: Victoria Kline, Esq.).
4.  Pemberton & Locke LLP, counsel to the Ad Hoc Group of Second Lien Noteholders, 1 Liberty Plaza, New York, NY 10006 (Attn: Raymond Delvecchio, Esq.).
5.  Continental Fiduciary Trust Company, as indenture trustee for the 9.75% Senior Secured Second Lien Notes due 2024, 101 Barclay Street, New York, NY 10286.
6.  All parties included on the Court's service list in Case No. 22-51247, as maintained by Pinnacle Claims Administration LLC.
VI. CONCLUSION
The Reorganized Debtors respectfully submit that all conditions precedent to the occurrence of the Effective Date of the Plan, as set forth in Article IX, Section 9.2 of the Plan, have been duly satisfied or waived in accordance with the terms of the Plan, and that the Effective Date has occurred as of September 30, 2022. The Plan has been substantially consummated. The Reorganized Debtors reserve all rights, claims, and defenses available to them under the Plan, the Confirmation Order, and applicable law.
Dated: September 30, 2022 Cleveland, Ohio
CRESTLINE PACKAGING SOLUTIONS LLC (as Reorganized Debtor)
By: ________
Name: Marcus J. Reinholdt
Title: Chief Executive Officer
Address: 4710 Industrial Corridor Drive
Akron, OH 44308
Date: September 30, 2022
CPS HOLDINGS INC. (as Reorganized Debtor)
By: ________
Name: Marcus J. Reinholdt
Title: Chief Executive Officer
Date: September 30, 2022
Prepared by and submitted by:
CALDERWOOD & HARKNESS LLP Counsel to the Reorganized Debtors
By: ________
Colette Whitman (Responsible Partner) Nathaniel Bower (Billing Partner) Gabrielle Moss (Lead Associate)
30 Rockefeller Plaza New York, NY 10112 Telephone: (212) 558-4000
— and —
127 Public Square, Suite 4100 Cleveland, OH 44114 Telephone: (216) 479-8500
Local Co-Counsel:
KELLNER & HARTWICK LLP
By: ________
Bruce Tatelman (Lead Partner)
600 Superior Avenue East, Suite 1800 Cleveland, OH 44114 Telephone: (216) 861-7000
Facility | Address | Operations | Approximate Employees
Akron HQ & Plant 1 | 4710 Industrial Corridor Drive, Akron, OH 44308 | Headquarters; HDPE drum manufacturing | ~480
Plant 2 | 2255 Commerce Parkway, Evansville, IN 47725 | Intermediate bulk container (IBC) and steel pail manufacturing | ~390
Plant 3 | 8100 River Road, Baton Rouge, LA 70820 | Specialty containment vessels | ~310
Plant 4 | 1480 State Route 59, Ravenna, OH 44266 | Extrusion and secondary processing | ~240

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

I. INTRODUCTORY RECITALS

II. CERTIFICATION OF EFFECTIVE DATE

IV. CONTINUING MANUFACTURING OPERATIONS

V. SERVICE LIST

VI. CONCLUSION

KELLNER & HARTWICK LLP

Record

Parties

Dates

Amounts