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

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UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION

NOTICE OF OCCURRENCE OF EFFECTIVE DATE OF PREPACKAGED PLAN OF REORGANIZATION OF CRESTLINE PACKAGING SOLUTIONS LLC AND CPS HOLDINGS INC.

Related Docket Nos.: Plan (Dkt. 47), Disclosure Statement (Dkt. 48), Confirmation Order (Dkt. 112)

PLEASE TAKE NOTICE THAT Calderwood & Harkness LLP, as counsel to the above-captioned debtors and debtors in possession (collectively, the "Debtors"), and Kellner & Hartwick LLP, as local co-counsel to the Debtors, hereby give notice to all creditors, holders of interests, parties in interest, the Office of the United States Trustee for Region 9, and their respective attorneys, of the occurrence of the Effective Date of the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc., as more fully set forth below.

The Debtors in these jointly administered chapter 11 cases are Crestline Packaging Solutions LLC, an Ohio limited liability company (EIN: 31-1782094), and CPS Holdings Inc., a Delaware corporation (EIN: 82-3491657). The Debtors are represented by Calderwood & Harkness LLP, 30 Rockefeller Plaza, New York, NY 10112 and 127 Public Square, Suite 4100, Cleveland, OH 44114, and by local co-counsel Kellner & Hartwick LLP, 600 Superior Avenue East, Suite 1800, Cleveland, OH 44114.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below) or the Confirmation Order (as defined below), as applicable.

1. Occurrence of the Effective Date

On September 2, 2022, the United States Bankruptcy Court for the Northern District of Ohio, Eastern Division (the "Court"), entered the Order Confirming the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. Pursuant to Chapter 11 of the Bankruptcy Code [Dkt. 112] (the "Confirmation Order"), confirming the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. [Dkt. 47] (as may have been modified, amended, or supplemented from time to time, the "Plan").

The Plan, as confirmed by the Confirmation Order, provided that the Effective Date would occur on the first Business Day on which all conditions precedent to the Effective Date set forth in Article IX of the Plan had been satisfied or waived in accordance with the terms of Article IX.B of the Plan.

The Debtors hereby give notice that the Effective Date of the Plan occurred on September 30, 2022 (the "Effective Date"). All conditions precedent to the occurrence of the Effective Date, as set forth in Article IX of the Plan, have been either satisfied or waived in accordance with the terms of the Plan and the Confirmation Order. A Certificate of Effectiveness has been filed with the Court contemporaneously herewith, certifying that all such conditions precedent have been satisfied or waived.

2. Conditions Satisfied

The following conditions precedent to the Effective Date set forth in Article IX.A of the Plan were satisfied as of September 30, 2022:

(a) Entry of the Confirmation Order as a Final Order. The Confirmation Order was entered by the Court on September 2, 2022, and has become a Final Order (as defined in the Plan). No stay of the Confirmation Order is in effect, no motion or appeal seeking to vacate, reverse, modify, or amend the Confirmation Order is pending, and the time to file any such motion or appeal has expired without the filing of any such motion or appeal.

(b) Execution and Delivery of Plan Implementation Documents. All documents and agreements necessary to implement the Plan have been duly executed and delivered by all parties thereto, including, without limitation:

(i) the New First Lien Take-Back Term Loan Credit Agreement (the "New Credit Agreement"), dated as of September 30, 2022, by and among reorganized Crestline Packaging Solutions LLC, as borrower, Ridgeline National Bank, N.A., as administrative agent, and the lenders party thereto from time to time, providing for a senior secured first lien term loan facility in an aggregate principal amount of $12,500,000, bearing interest at the Secured Overnight Financing Rate ("SOFR") plus 550 basis points per annum (with a 1.00% SOFR floor), maturing on August 31, 2028, and amortizing at 1.00% per annum (payable in equal quarterly installments of $31,250 per quarter), with the remaining principal balance due at maturity, all as more fully described in the New Credit Agreement; and

(ii) the amended and restated organizational documents for reorganized Crestline Packaging Solutions LLC, including the Amended and Restated Limited Liability Company Agreement of reorganized Crestline Packaging Solutions LLC, which have been duly adopted and are in full force and effect as of the Effective Date.

(c) Effectuation of Plan Actions. All actions, documents, certificates, and agreements necessary to implement, effectuate, and consummate the Plan, including all actions contemplated by the Plan Supplement, have been duly effected, executed, and delivered, as applicable.

(d) Payment of Professional Fees and Expenses. All professional fees and expenses required to be paid or reserved for payment pursuant to the terms of the Confirmation Order and the Plan have been paid in full or adequate reserves have been established for the payment thereof, as applicable.

(e) Payment of D&O Tail Insurance Premium. The directors' and officers' tail insurance premium in the amount of $1,200,000 has been paid to Apex Indemnity Insurance Company for a six-year "tail" or "runoff" insurance policy providing an aggregate limit of coverage of $15,000,000, as required by the Plan and the Confirmation Order.

(f) Satisfaction and Termination of DIP Facility. All obligations outstanding under the $30,000,000 debtor-in-possession credit facility provided by Ridgeline National Bank, N.A. (as administrative agent and lender) pursuant to the DIP Credit Agreement, dated as of June 24, 2022, as approved by the Court, have been indefeasibly paid and satisfied in full in cash and the commitments thereunder have been terminated in accordance with the terms of the DIP Credit Agreement, the DIP Order, and the Plan.

(g) Satisfaction of All Other Conditions. All other conditions precedent to the occurrence of the Effective Date set forth in Article IX.A of the Plan have been satisfied or waived in accordance with the provisions of Article IX.B of the Plan.

3. Distributions and Implementation

As of the Effective Date, the Plan has been substantially consummated within the meaning of 11 U.S.C. § 1101(2), and distributions under the Plan have commenced, or will commence as soon as reasonably practicable, in accordance with the terms and conditions of the Plan and the Confirmation Order. Holders of Allowed Claims in the various classes established under the Plan are being treated as follows:

Class 1 — Other Priority Claims. Holders of Allowed Other Priority Claims are entitled to receive payment in full in cash, in an amount equal to the Allowed amount of such Claim, on or as soon as reasonably practicable after the later of (i) the Effective Date and (ii) the date such Claim becomes an Allowed Claim, or at such other time and upon such other terms as may be agreed upon by the holder of such Claim and the reorganized Debtors. Class 1 is Unimpaired, and holders of Claims in Class 1 are conclusively presumed to have accepted the Plan.

Class 2 — First Lien Secured Claims. Holders of Allowed First Lien Secured Claims (aggregating approximately $191,300,000, consisting of approximately $158,700,000 under the prepetition first lien term loan credit facility and approximately $32,600,000 under the prepetition revolving credit facility) have received, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, their respective Allowed First Lien Secured Claims, their pro rata share of (i) ninety-two percent (92%) of the reorganized equity interests of reorganized Crestline Packaging Solutions LLC (the "New Equity Interests"), subject to dilution on account of the Management Incentive Plan (as defined below) and the warrants issued to holders of Allowed Class 3 Claims, and (ii) participation in the $12,500,000 New First Lien Take-Back Term Loan issued pursuant to the New Credit Agreement. Class 2 was Impaired, and holders of Claims in Class 2 voted to accept the Plan.

Class 3 — Second Lien Secured Claims. Holders of Allowed Second Lien Secured Claims (aggregating approximately $59,900,000, consisting of $56,000,000 in outstanding principal amount of 9.75% Senior Secured Second Lien Notes due 2024 and approximately $3,900,000 in accrued and unpaid interest thereon as of the Petition Date) have received, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, their respective Allowed Second Lien Secured Claims, their pro rata share of (i) eight percent (8%) of the New Equity Interests, subject to dilution on account of the Management Incentive Plan and the warrants described below, and (ii) warrants to purchase New Equity Interests representing an additional five percent (5%) of the reorganized equity of reorganized Crestline Packaging Solutions LLC (on a fully diluted basis), with a strike price equal to the Plan equity value, exercisable during the period set forth in the applicable warrant agreement. Class 3 was Impaired, and holders of Claims in Class 3 voted to accept the Plan.

Class 4 — General Unsecured Claims. Holders of Allowed General Unsecured Claims (estimated in the aggregate amount of approximately $14,800,000) are entitled to receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, their respective Allowed General Unsecured Claims, their pro rata share of a cash distribution pool in the amount of $1,500,000 (the "GUC Cash Pool"), representing an estimated recovery of approximately 10.1% of the face amount of Allowed General Unsecured Claims. Distributions from the GUC Cash Pool shall be made in accordance with the terms and conditions of the Plan and the Confirmation Order. Class 4 was Impaired, and holders of Claims in Class 4 voted to accept the Plan.

Class 5 — Intercompany Claims. Intercompany Claims have been reinstated, adjusted, or cancelled, at the sole discretion of the Debtors (with the consent of the Required Consenting Lenders), in accordance with the terms of the Plan. Class 5 was Unimpaired or Impaired, as applicable, and holders of Claims in Class 5 were either conclusively presumed to have accepted or deemed to have rejected the Plan, as applicable.

Class 6 — Existing Equity Interests. All existing equity interests in CPS Holdings Inc. held by Thornfield Capital Partners LP and its affiliated entities have been cancelled, released, and extinguished as of the Effective Date, and holders of existing equity interests in Class 6 shall not receive or retain any property or distributions under the Plan on account of such equity interests. Class 6 was Impaired, and holders of Interests in Class 6 were deemed to have rejected the Plan.

In addition, the Management Incentive Plan (the "MIP") has been established in accordance with the terms of the Plan, reserving up to ten percent (10%) of the New Equity Interests of reorganized Crestline Packaging Solutions LLC (on a fully diluted basis, and diluting all classes of New Equity Interests pro rata) for future issuance to members of management and other key employees of the reorganized Debtors, as determined by the board of managers of the reorganized Debtors in its sole discretion, on such terms and conditions as shall be established by the reorganized board in accordance with the Plan.

4. Administrative Claims Bar Date

Pursuant to the Confirmation Order, holders of administrative expense claims arising under section 503(b) of the Bankruptcy Code (other than (i) professional fee claims subject to the procedures set forth in Article II of the Plan and the Confirmation Order, (ii) claims of professionals retained by the Debtors or any statutory committee appointed in these chapter 11 cases, and (iii) administrative expense claims that have already been Allowed by order of the Court) must file and serve a request for payment of such administrative expense claims no later than thirty (30) days after the Effective Date — i.e., no later than October 31, 2022 (the "Administrative Claims Bar Date").

Any holder of an administrative expense claim that is required to, but fails to, timely file and serve a request for payment of such administrative expense claim by the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such administrative expense claim against the Debtors, the reorganized Debtors, or their respective property, and such administrative expense claim shall be deemed discharged as of the Effective Date.

All requests for payment of administrative expense claims must be filed with the Clerk of the United States Bankruptcy Court for the Northern District of Ohio, John F. Seiberling Federal Building & U.S. Courthouse, 2 South Main Street, Akron, OH 44308, and served upon counsel to the reorganized Debtors:

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

Attn: Colette Whitman / Gabrielle Moss

Kellner & Hartwick LLP 600 Superior Avenue East, Suite 1800 Cleveland, OH 44114

Attn: Bruce Tatelman

5. Executory Contracts and Unexpired Leases

Pursuant to Article VII of the Plan and the Confirmation Order, as of the Effective Date, all executory contracts and unexpired leases listed on the schedule of assumed contracts and leases (the "Assumed Contracts Schedule") filed as part of the Plan Supplement have been assumed by the reorganized Debtors. Assumed contracts and unexpired leases include, without limitation, the following:

(a) Resin Supply Agreement with Northstar Polymers Inc. (Houston, Texas), dated as of March 1, 2019, as amended, pursuant to which Northstar Polymers Inc. supplies various polyethylene and polypropylene resins to the Debtors' manufacturing operations;

(b) Equipment Lease (Master Lease Agreement) with Meridian Industrial Leasing Corp. for extrusion equipment located at Plant 4, 1480 State Route 59, Ravenna, OH 44266, providing for monthly lease payments of $87,500; and

(c) Warehouse Lease at 900 Darrow Road, Akron, OH 44305, with Benchmark Real Estate Holdings LLC, as landlord. The cure amount with respect to the Warehouse Lease was $126,000, representing three (3) months of prepetition rental arrears at $42,000 per month, which cure amount was paid on or promptly following the Effective Date in accordance with the terms of the Plan and the Confirmation Order.

Additionally, pursuant to Article VII of the Plan and the Confirmation Order, as of the Effective Date, all executory contracts and unexpired leases listed on the schedule of rejected contracts and leases (the "Rejected Contracts Schedule") filed as part of the Plan Supplement have been rejected as of the Effective Date.

Any claims arising from the rejection of executory contracts or unexpired leases must be filed with the Court and served upon counsel to the reorganized Debtors no later than the deadline established in the Confirmation Order. Failure to timely file such rejection damage claims by the applicable deadline shall result in such claims being forever barred, estopped, and enjoined from assertion against the Debtors, the reorganized Debtors, or their respective property.

6. Releases, Exculpation, and Injunction

As of the Effective Date, the release, exculpation, and injunction provisions set forth in Article X of the Plan, as approved and incorporated into the Confirmation Order, are fully effective and binding in accordance with their terms.

Without limiting the foregoing, pursuant to Article X.F of the Plan and the Confirmation Order, all entities who have held, currently hold, or may hold claims against or interests in the Debtors, the reorganized Debtors, or the Released Parties (as defined in the Plan) are permanently enjoined, from and after the Effective Date, from (i) commencing or continuing in any manner any action or other proceeding of any kind against the Debtors, the reorganized Debtors, or the Released Parties on account of or in connection with or with respect to any such claims or interests, (ii) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against the Debtors, the reorganized Debtors, or the Released Parties on account of or in connection with or with respect to any such claims or interests, (iii) creating, perfecting, or enforcing any encumbrance of any kind against the Debtors, the reorganized Debtors, or the Released Parties or against the property or estate of any of the foregoing entities on account of or in connection with or with respect to any such claims or interests, and (iv) commencing or continuing in any manner any action or other proceeding of any kind in respect of any cause of action released or settled pursuant to the Plan.

All parties in interest are directed to carefully review the Plan [Dkt. 47] and the Confirmation Order [Dkt. 112] for the complete terms and conditions of the release, exculpation, and injunction provisions contained therein. The summary set forth above is qualified in its entirety by the terms of the Plan and the Confirmation Order, and in the event of any inconsistency between this Notice and the Plan or the Confirmation Order, the terms of the Plan or the Confirmation Order, as applicable, shall control.

7. Binding Effect

Pursuant to section 1141 of title 11 of the United States Code and the Confirmation Order, the Plan and all of its provisions are binding upon and inure to the benefit of the Debtors, the reorganized Debtors, all holders of claims against and interests in the Debtors (whether or not such holders voted to accept or reject the Plan, and whether or not such holders received or are entitled to receive any distribution under the Plan), all entities that are parties to or are subject to the settlements, compromises, releases, and injunctions described in the Plan, and any and all other parties in interest in these chapter 11 cases and their respective heirs, executors, administrators, successors, and assigns.

8. Where to Obtain Copies

Copies of the Plan [Dkt. 47], the Disclosure Statement for the Prepackaged Plan of Reorganization [Dkt. 48], the Confirmation Order [Dkt. 112], and this Notice may be obtained as follows:

(a) By contacting the Court-approved claims and noticing agent in these chapter 11 cases:

Pinnacle Claims Administration LLC 1010 Dale Street North St. Paul, MN 55117 Telephone: (651) 555-4800 Website: www.pinnacleclaimsadmin.com/crestlinepackaging

(b) Through the Court's electronic case filing system (CM/ECF) for the United States Bankruptcy Court for the Northern District of Ohio, available at https://ecf.ohnb.uscourts.gov (a PACER login and password are required; PACER fees may apply).

Calderwood & Harkness LLP 30 Rockefeller Plaza New York, NY 10112 Telephone: (212) 555-6000

Attn: Colette Whitman / Gabrielle Moss

Calderwood & Harkness LLP 127 Public Square, Suite 4100 Cleveland, OH 44114 Telephone: (216) 555-3400

Attn: Colette Whitman / Gabrielle Moss

Kellner & Hartwick LLP 600 Superior Avenue East, Suite 1800 Cleveland, OH 44114 Telephone: (216) 555-7100

Attn: Bruce Tatelman

9. Questions

Any questions regarding this Notice, the Plan, the Confirmation Order, or the distributions contemplated thereunder should be directed to counsel to the reorganized Debtors:

Calderwood & Harkness LLP 30 Rockefeller Plaza New York, NY 10112 Telephone: (212) 555-6000 Facsimile: (212) 555-6001

Colette Whitman, Responsible Partner

Email: cwhitman@calderwoodharkness.com

Nathaniel Bower, Billing Partner

Email: nbower@calderwoodharkness.com

Gabrielle Moss, Lead Associate

Email: gmoss@calderwoodharkness.com

Dated: September 30, 2022 Cleveland, Ohio

Respectfully submitted,

CALDERWOOD & HARKNESS LLP Counsel to the Debtors and Reorganized Debtors

By: ________

Colette Whitman (admitted pro hac vice) Nathaniel Bower (admitted pro hac vice) Gabrielle Moss (admitted pro hac vice) Amy Chesterton (admitted pro hac vice) 30 Rockefeller Plaza New York, NY 10112 Telephone: (212) 555-6000 Facsimile: (212) 555-6001

— and —

127 Public Square, Suite 4100 Cleveland, OH 44114 Telephone: (216) 555-3400 Facsimile: (216) 555-3401

— and —

KELLNER & HARTWICK LLP Local Co-Counsel to the Debtors and Reorganized Debtors

By: ________

Bruce Tatelman (OH Bar No. 0064719) 600 Superior Avenue East, Suite 1800 Cleveland, OH 44114 Telephone: (216) 555-7100 Facsimile: (216) 555-7101

CERTIFICATE OF SERVICE

I, Gabrielle Moss, hereby certify that on September 30, 2022, a true and correct copy of the foregoing Notice of Occurrence of Effective Date of Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. was served upon the following parties in interest via the Court's CM/ECF electronic filing system (which constitutes service on all registered CM/ECF users), and by first-class mail, postage prepaid, and/or electronic mail, as appropriate, upon the following parties:

1. Office of the United States Trustee, Region 9

Howard M. Metzenbaum U.S. Courthouse 201 Superior Avenue Cleveland, OH 44114

2. Ridgeline National Bank, N.A. (as administrative agent under the prepetition credit facilities, the DIP Credit Agreement, and the New Credit Agreement)

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 (Indenture Trustee for the 9.75% Senior Secured Second Lien Notes due 2024)

101 Barclay Street New York, NY 10286

6. Thornfield Capital Partners LP

590 Lexington Avenue, Suite 3200 New York, NY 10022

7. All parties on the master service list maintained by Pinnacle Claims Administration LLC, the Court-approved claims and noticing agent, in accordance with the procedures established by the Court in these chapter 11 cases.

________________________________________

Gabrielle Moss CALDERWOOD & HARKNESS LLP 30 Rockefeller Plaza New York, NY 10112 Telephone: (212) 555-6000

In re:	Case No.: 22-51247
CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company (EIN: 31-1782094), and CPS HOLDINGS INC., a Delaware corporation (EIN: 82-3491657),	(Jointly Administered)
Debtors.	Chapter 11

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION
NOTICE OF OCCURRENCE OF EFFECTIVE DATE OF PREPACKAGED PLAN OF REORGANIZATION OF CRESTLINE PACKAGING SOLUTIONS LLC AND CPS HOLDINGS INC.
Related Docket Nos.: Plan (Dkt. 47), Disclosure Statement (Dkt. 48), Confirmation Order (Dkt. 112)
PLEASE TAKE NOTICE THAT Calderwood & Harkness LLP, as counsel to the above-captioned debtors and debtors in possession (collectively, the "Debtors"), and Kellner & Hartwick LLP, as local co-counsel to the Debtors, hereby give notice to all creditors, holders of interests, parties in interest, the Office of the United States Trustee for Region 9, and their respective attorneys, of the occurrence of the Effective Date of the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc., as more fully set forth below.
The Debtors in these jointly administered chapter 11 cases are Crestline Packaging Solutions LLC, an Ohio limited liability company (EIN: 31-1782094), and CPS Holdings Inc., a Delaware corporation (EIN: 82-3491657). The Debtors are represented by Calderwood & Harkness LLP, 30 Rockefeller Plaza, New York, NY 10112 and 127 Public Square, Suite 4100, Cleveland, OH 44114, and by local co-counsel Kellner & Hartwick LLP, 600 Superior Avenue East, Suite 1800, Cleveland, OH 44114.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below) or the Confirmation Order (as defined below), as applicable.
1. Occurrence of the Effective Date
On September 2, 2022, the United States Bankruptcy Court for the Northern District of Ohio, Eastern Division (the "Court"), entered the Order Confirming the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. Pursuant to Chapter 11 of the Bankruptcy Code [Dkt. 112] (the "Confirmation Order"), confirming the Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. [Dkt. 47] (as may have been modified, amended, or supplemented from time to time, the "Plan").
The Plan, as confirmed by the Confirmation Order, provided that the Effective Date would occur on the first Business Day on which all conditions precedent to the Effective Date set forth in Article IX of the Plan had been satisfied or waived in accordance with the terms of Article IX.B of the Plan.
The Debtors hereby give notice that the Effective Date of the Plan occurred on September 30, 2022 (the "Effective Date"). All conditions precedent to the occurrence of the Effective Date, as set forth in Article IX of the Plan, have been either satisfied or waived in accordance with the terms of the Plan and the Confirmation Order. A Certificate of Effectiveness has been filed with the Court contemporaneously herewith, certifying that all such conditions precedent have been satisfied or waived.
2. Conditions Satisfied
The following conditions precedent to the Effective Date set forth in Article IX.A of the Plan were satisfied as of September 30, 2022:
(a) Entry of the Confirmation Order as a Final Order. The Confirmation Order was entered by the Court on September 2, 2022, and has become a Final Order (as defined in the Plan). No stay of the Confirmation Order is in effect, no motion or appeal seeking to vacate, reverse, modify, or amend the Confirmation Order is pending, and the time to file any such motion or appeal has expired without the filing of any such motion or appeal.
(b) Execution and Delivery of Plan Implementation Documents. All documents and agreements necessary to implement the Plan have been duly executed and delivered by all parties thereto, including, without limitation:
(i) the New First Lien Take-Back Term Loan Credit Agreement (the "New Credit Agreement"), dated as of September 30, 2022, by and among reorganized Crestline Packaging Solutions LLC, as borrower, Ridgeline National Bank, N.A., as administrative agent, and the lenders party thereto from time to time, providing for a senior secured first lien term loan facility in an aggregate principal amount of $12,500,000, bearing interest at the Secured Overnight Financing Rate ("SOFR") plus 550 basis points per annum (with a 1.00% SOFR floor), maturing on August 31, 2028, and amortizing at 1.00% per annum (payable in equal quarterly installments of $31,250 per quarter), with the remaining principal balance due at maturity, all as more fully described in the New Credit Agreement; and
(ii) the amended and restated organizational documents for reorganized Crestline Packaging Solutions LLC, including the Amended and Restated Limited Liability Company Agreement of reorganized Crestline Packaging Solutions LLC, which have been duly adopted and are in full force and effect as of the Effective Date.
(c) Effectuation of Plan Actions. All actions, documents, certificates, and agreements necessary to implement, effectuate, and consummate the Plan, including all actions contemplated by the Plan Supplement, have been duly effected, executed, and delivered, as applicable.
(d) Payment of Professional Fees and Expenses. All professional fees and expenses required to be paid or reserved for payment pursuant to the terms of the Confirmation Order and the Plan have been paid in full or adequate reserves have been established for the payment thereof, as applicable.
(e) Payment of D&O Tail Insurance Premium. The directors' and officers' tail insurance premium in the amount of $1,200,000 has been paid to Apex Indemnity Insurance Company for a six-year "tail" or "runoff" insurance policy providing an aggregate limit of coverage of $15,000,000, as required by the Plan and the Confirmation Order.
(f) Satisfaction and Termination of DIP Facility. All obligations outstanding under the $30,000,000 debtor-in-possession credit facility provided by Ridgeline National Bank, N.A. (as administrative agent and lender) pursuant to the DIP Credit Agreement, dated as of June 24, 2022, as approved by the Court, have been indefeasibly paid and satisfied in full in cash and the commitments thereunder have been terminated in accordance with the terms of the DIP Credit Agreement, the DIP Order, and the Plan.
(g) Satisfaction of All Other Conditions. All other conditions precedent to the occurrence of the Effective Date set forth in Article IX.A of the Plan have been satisfied or waived in accordance with the provisions of Article IX.B of the Plan.
3. Distributions and Implementation
As of the Effective Date, the Plan has been substantially consummated within the meaning of 11 U.S.C. § 1101(2), and distributions under the Plan have commenced, or will commence as soon as reasonably practicable, in accordance with the terms and conditions of the Plan and the Confirmation Order. Holders of Allowed Claims in the various classes established under the Plan are being treated as follows:
Class 1 — Other Priority Claims. Holders of Allowed Other Priority Claims are entitled to receive payment in full in cash, in an amount equal to the Allowed amount of such Claim, on or as soon as reasonably practicable after the later of (i) the Effective Date and (ii) the date such Claim becomes an Allowed Claim, or at such other time and upon such other terms as may be agreed upon by the holder of such Claim and the reorganized Debtors. Class 1 is Unimpaired, and holders of Claims in Class 1 are conclusively presumed to have accepted the Plan.
Class 2 — First Lien Secured Claims. Holders of Allowed First Lien Secured Claims (aggregating approximately $191,300,000, consisting of approximately $158,700,000 under the prepetition first lien term loan credit facility and approximately $32,600,000 under the prepetition revolving credit facility) have received, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, their respective Allowed First Lien Secured Claims, their pro rata share of (i) ninety-two percent (92%) of the reorganized equity interests of reorganized Crestline Packaging Solutions LLC (the "New Equity Interests"), subject to dilution on account of the Management Incentive Plan (as defined below) and the warrants issued to holders of Allowed Class 3 Claims, and (ii) participation in the $12,500,000 New First Lien Take-Back Term Loan issued pursuant to the New Credit Agreement. Class 2 was Impaired, and holders of Claims in Class 2 voted to accept the Plan.
Class 3 — Second Lien Secured Claims. Holders of Allowed Second Lien Secured Claims (aggregating approximately $59,900,000, consisting of $56,000,000 in outstanding principal amount of 9.75% Senior Secured Second Lien Notes due 2024 and approximately $3,900,000 in accrued and unpaid interest thereon as of the Petition Date) have received, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, their respective Allowed Second Lien Secured Claims, their pro rata share of (i) eight percent (8%) of the New Equity Interests, subject to dilution on account of the Management Incentive Plan and the warrants described below, and (ii) warrants to purchase New Equity Interests representing an additional five percent (5%) of the reorganized equity of reorganized Crestline Packaging Solutions LLC (on a fully diluted basis), with a strike price equal to the Plan equity value, exercisable during the period set forth in the applicable warrant agreement. Class 3 was Impaired, and holders of Claims in Class 3 voted to accept the Plan.
Class 4 — General Unsecured Claims. Holders of Allowed General Unsecured Claims (estimated in the aggregate amount of approximately $14,800,000) are entitled to receive, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, their respective Allowed General Unsecured Claims, their pro rata share of a cash distribution pool in the amount of $1,500,000 (the "GUC Cash Pool"), representing an estimated recovery of approximately 10.1% of the face amount of Allowed General Unsecured Claims. Distributions from the GUC Cash Pool shall be made in accordance with the terms and conditions of the Plan and the Confirmation Order. Class 4 was Impaired, and holders of Claims in Class 4 voted to accept the Plan.
Class 5 — Intercompany Claims. Intercompany Claims have been reinstated, adjusted, or cancelled, at the sole discretion of the Debtors (with the consent of the Required Consenting Lenders), in accordance with the terms of the Plan. Class 5 was Unimpaired or Impaired, as applicable, and holders of Claims in Class 5 were either conclusively presumed to have accepted or deemed to have rejected the Plan, as applicable.
Class 6 — Existing Equity Interests. All existing equity interests in CPS Holdings Inc. held by Thornfield Capital Partners LP and its affiliated entities have been cancelled, released, and extinguished as of the Effective Date, and holders of existing equity interests in Class 6 shall not receive or retain any property or distributions under the Plan on account of such equity interests. Class 6 was Impaired, and holders of Interests in Class 6 were deemed to have rejected the Plan.
In addition, the Management Incentive Plan (the "MIP") has been established in accordance with the terms of the Plan, reserving up to ten percent (10%) of the New Equity Interests of reorganized Crestline Packaging Solutions LLC (on a fully diluted basis, and diluting all classes of New Equity Interests pro rata) for future issuance to members of management and other key employees of the reorganized Debtors, as determined by the board of managers of the reorganized Debtors in its sole discretion, on such terms and conditions as shall be established by the reorganized board in accordance with the Plan.
4. Administrative Claims Bar Date
Pursuant to the Confirmation Order, holders of administrative expense claims arising under section 503(b) of the Bankruptcy Code (other than (i) professional fee claims subject to the procedures set forth in Article II of the Plan and the Confirmation Order, (ii) claims of professionals retained by the Debtors or any statutory committee appointed in these chapter 11 cases, and (iii) administrative expense claims that have already been Allowed by order of the Court) must file and serve a request for payment of such administrative expense claims no later than thirty (30) days after the Effective Date — i.e., no later than October 31, 2022 (the "Administrative Claims Bar Date").
Any holder of an administrative expense claim that is required to, but fails to, timely file and serve a request for payment of such administrative expense claim by the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such administrative expense claim against the Debtors, the reorganized Debtors, or their respective property, and such administrative expense claim shall be deemed discharged as of the Effective Date.
All requests for payment of administrative expense claims must be filed with the Clerk of the United States Bankruptcy Court for the Northern District of Ohio, John F. Seiberling Federal Building & U.S. Courthouse, 2 South Main Street, Akron, OH 44308, and served upon counsel to the reorganized Debtors:
Calderwood & Harkness LLP 30 Rockefeller Plaza New York, NY 10112
Attn: Colette Whitman / Gabrielle Moss
Kellner & Hartwick LLP 600 Superior Avenue East, Suite 1800 Cleveland, OH 44114
Attn: Bruce Tatelman
5. Executory Contracts and Unexpired Leases
Pursuant to Article VII of the Plan and the Confirmation Order, as of the Effective Date, all executory contracts and unexpired leases listed on the schedule of assumed contracts and leases (the "Assumed Contracts Schedule") filed as part of the Plan Supplement have been assumed by the reorganized Debtors. Assumed contracts and unexpired leases include, without limitation, the following:
(a) Resin Supply Agreement with Northstar Polymers Inc. (Houston, Texas), dated as of March 1, 2019, as amended, pursuant to which Northstar Polymers Inc. supplies various polyethylene and polypropylene resins to the Debtors' manufacturing operations;
(b) Equipment Lease (Master Lease Agreement) with Meridian Industrial Leasing Corp. for extrusion equipment located at Plant 4, 1480 State Route 59, Ravenna, OH 44266, providing for monthly lease payments of $87,500; and
(c) Warehouse Lease at 900 Darrow Road, Akron, OH 44305, with Benchmark Real Estate Holdings LLC, as landlord. The cure amount with respect to the Warehouse Lease was $126,000, representing three (3) months of prepetition rental arrears at $42,000 per month, which cure amount was paid on or promptly following the Effective Date in accordance with the terms of the Plan and the Confirmation Order.
Additionally, pursuant to Article VII of the Plan and the Confirmation Order, as of the Effective Date, all executory contracts and unexpired leases listed on the schedule of rejected contracts and leases (the "Rejected Contracts Schedule") filed as part of the Plan Supplement have been rejected as of the Effective Date.
Any claims arising from the rejection of executory contracts or unexpired leases must be filed with the Court and served upon counsel to the reorganized Debtors no later than the deadline established in the Confirmation Order. Failure to timely file such rejection damage claims by the applicable deadline shall result in such claims being forever barred, estopped, and enjoined from assertion against the Debtors, the reorganized Debtors, or their respective property.
6. Releases, Exculpation, and Injunction
As of the Effective Date, the release, exculpation, and injunction provisions set forth in Article X of the Plan, as approved and incorporated into the Confirmation Order, are fully effective and binding in accordance with their terms.
Without limiting the foregoing, pursuant to Article X.F of the Plan and the Confirmation Order, all entities who have held, currently hold, or may hold claims against or interests in the Debtors, the reorganized Debtors, or the Released Parties (as defined in the Plan) are permanently enjoined, from and after the Effective Date, from (i) commencing or continuing in any manner any action or other proceeding of any kind against the Debtors, the reorganized Debtors, or the Released Parties on account of or in connection with or with respect to any such claims or interests, (ii) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order against the Debtors, the reorganized Debtors, or the Released Parties on account of or in connection with or with respect to any such claims or interests, (iii) creating, perfecting, or enforcing any encumbrance of any kind against the Debtors, the reorganized Debtors, or the Released Parties or against the property or estate of any of the foregoing entities on account of or in connection with or with respect to any such claims or interests, and (iv) commencing or continuing in any manner any action or other proceeding of any kind in respect of any cause of action released or settled pursuant to the Plan.
All parties in interest are directed to carefully review the Plan [Dkt. 47] and the Confirmation Order [Dkt. 112] for the complete terms and conditions of the release, exculpation, and injunction provisions contained therein. The summary set forth above is qualified in its entirety by the terms of the Plan and the Confirmation Order, and in the event of any inconsistency between this Notice and the Plan or the Confirmation Order, the terms of the Plan or the Confirmation Order, as applicable, shall control.
7. Binding Effect
Pursuant to section 1141 of title 11 of the United States Code and the Confirmation Order, the Plan and all of its provisions are binding upon and inure to the benefit of the Debtors, the reorganized Debtors, all holders of claims against and interests in the Debtors (whether or not such holders voted to accept or reject the Plan, and whether or not such holders received or are entitled to receive any distribution under the Plan), all entities that are parties to or are subject to the settlements, compromises, releases, and injunctions described in the Plan, and any and all other parties in interest in these chapter 11 cases and their respective heirs, executors, administrators, successors, and assigns.
8. Where to Obtain Copies
Copies of the Plan [Dkt. 47], the Disclosure Statement for the Prepackaged Plan of Reorganization [Dkt. 48], the Confirmation Order [Dkt. 112], and this Notice may be obtained as follows:
(a) By contacting the Court-approved claims and noticing agent in these chapter 11 cases:
Pinnacle Claims Administration LLC 1010 Dale Street North St. Paul, MN 55117 Telephone: (651) 555-4800 Website: www.pinnacleclaimsadmin.com/crestlinepackaging
(b) Through the Court's electronic case filing system (CM/ECF) for the United States Bankruptcy Court for the Northern District of Ohio, available at https://ecf.ohnb.uscourts.gov (a PACER login and password are required; PACER fees may apply).
(c) By contacting counsel to the reorganized Debtors:
Calderwood & Harkness LLP 30 Rockefeller Plaza New York, NY 10112 Telephone: (212) 555-6000
Attn: Colette Whitman / Gabrielle Moss
Calderwood & Harkness LLP 127 Public Square, Suite 4100 Cleveland, OH 44114 Telephone: (216) 555-3400
Attn: Colette Whitman / Gabrielle Moss
Kellner & Hartwick LLP 600 Superior Avenue East, Suite 1800 Cleveland, OH 44114 Telephone: (216) 555-7100
Attn: Bruce Tatelman
9. Questions
Any questions regarding this Notice, the Plan, the Confirmation Order, or the distributions contemplated thereunder should be directed to counsel to the reorganized Debtors:
Calderwood & Harkness LLP 30 Rockefeller Plaza New York, NY 10112 Telephone: (212) 555-6000 Facsimile: (212) 555-6001
Colette Whitman, Responsible Partner
Email: cwhitman@calderwoodharkness.com
Nathaniel Bower, Billing Partner
Email: nbower@calderwoodharkness.com
Gabrielle Moss, Lead Associate
Email: gmoss@calderwoodharkness.com
Dated: September 30, 2022 Cleveland, Ohio
Respectfully submitted,
CALDERWOOD & HARKNESS LLP Counsel to the Debtors and Reorganized Debtors
By: ________
Colette Whitman (admitted pro hac vice) Nathaniel Bower (admitted pro hac vice) Gabrielle Moss (admitted pro hac vice) Amy Chesterton (admitted pro hac vice) 30 Rockefeller Plaza New York, NY 10112 Telephone: (212) 555-6000 Facsimile: (212) 555-6001
— and —
127 Public Square, Suite 4100 Cleveland, OH 44114 Telephone: (216) 555-3400 Facsimile: (216) 555-3401
— and —
KELLNER & HARTWICK LLP Local Co-Counsel to the Debtors and Reorganized Debtors
By: ________
Bruce Tatelman (OH Bar No. 0064719) 600 Superior Avenue East, Suite 1800 Cleveland, OH 44114 Telephone: (216) 555-7100 Facsimile: (216) 555-7101
CERTIFICATE OF SERVICE
I, Gabrielle Moss, hereby certify that on September 30, 2022, a true and correct copy of the foregoing Notice of Occurrence of Effective Date of Prepackaged Plan of Reorganization of Crestline Packaging Solutions LLC and CPS Holdings Inc. was served upon the following parties in interest via the Court's CM/ECF electronic filing system (which constitutes service on all registered CM/ECF users), and by first-class mail, postage prepaid, and/or electronic mail, as appropriate, upon the following parties:
1.  Office of the United States Trustee, Region 9
Howard M. Metzenbaum U.S. Courthouse 201 Superior Avenue Cleveland, OH 44114
2.  Ridgeline National Bank, N.A. (as administrative agent under the prepetition credit facilities, the DIP Credit Agreement, and the New Credit Agreement)
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 (Indenture Trustee for the 9.75% Senior Secured Second Lien Notes due 2024)
101 Barclay Street New York, NY 10286
6.  Thornfield Capital Partners LP
590 Lexington Avenue, Suite 3200 New York, NY 10022
7.  All parties on the master service list maintained by Pinnacle Claims Administration LLC, the Court-approved claims and noticing agent, in accordance with the procedures established by the Court in these chapter 11 cases.
________________________________________
Gabrielle Moss CALDERWOOD & HARKNESS LLP 30 Rockefeller Plaza New York, NY 10112 Telephone: (212) 555-6000
In re: | Case No.: 22-51247
CRESTLINE PACKAGING SOLUTIONS LLC, an Ohio limited liability company (EIN: 31-1782094), and CPS HOLDINGS INC., a Delaware corporation (EIN: 82-3491657), | (Jointly Administered)
Debtors. | Chapter 11

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION

CERTIFICATE OF SERVICE

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