1006-00002 · Crestline Packaging Solutions LLC · Professional Retention

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UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION

In re:

CRESTLINE PACKAGING SOLUTIONS LLC, et al.,

Debtors.

Case No. 22-51247 (Jointly Administered)

VERIFIED STATEMENT OF CALDERWOOD & HARKNESS LLP PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2014(a)

Filed in Connection with Application to Retain Calderwood & Harkness LLP as Debtor's Counsel Pursuant to 11 U.S.C. § 327(a)

I. INTRODUCTION

1. Calderwood & Harkness LLP ("C&H" or the "Firm"), through the undersigned, Colette Whitman, Responsible Partner in the Bankruptcy & Restructuring practice group, respectfully submits this Verified Statement (the "Statement") pursuant to Federal Rule of Bankruptcy Procedure 2014(a) in connection with the Firm's application (the "Application") to be retained as counsel to the above-captioned debtors and debtors in possession (collectively, the "Debtors") in these jointly administered Chapter 11 cases.

2. This Statement is filed concurrently with the Application and sets forth certain information regarding the Firm and its professionals, including all connections of the Firm with the Debtors, their creditors, any other parties in interest, their respective attorneys and accountants, the United States Trustee, and any person employed in the office of the United States Trustee, as required by Federal Rule of Bankruptcy Procedure 2014(a) and the Local Rules of the United States Bankruptcy Court for the Northern District of Ohio (the "Local Rules").

3. As set forth in detail below, C&H has conducted a comprehensive conflicts review and, based on such review, believes that it is a "disinterested person" as that term is defined in Section 101(14) of Title 11 of the United States Code (the "Bankruptcy Code"), does not hold or represent an interest adverse to the estates of the Debtors, and is eligible for retention under Section 327(a) of the Bankruptcy Code.

4. The Debtors in these jointly administered Chapter 11 cases are: (a) Crestline Packaging Solutions LLC, an Ohio limited liability company (EIN: 31-1782094); and (b) CPS Holdings Inc., a Delaware corporation (EIN: 82-3491657). Each Debtor is a debtor and debtor in possession under Sections 1107(a) and 1108 of the Bankruptcy Code.

5. The Chapter 11 petitions for the Debtors were filed on June 20, 2022 (the "Petition Date"). The Debtors continue to operate their businesses and manage their properties as debtors in possession in accordance with Sections 1107(a) and 1108 of the Bankruptcy Code.

II. BACKGROUND OF THE ENGAGEMENT

6. C&H was retained by Crestline Packaging Solutions LLC and CPS Holdings Inc. on or about June 8, 2022, as reflected in the written engagement letter of that date (the "Engagement Letter"), to serve as debtor's counsel in connection with the preparation, filing, and prosecution of a prepackaged Chapter 11 plan of reorganization and all related matters. In the weeks prior to the execution of the Engagement Letter, C&H provided certain limited advisory services to the Debtors in connection with evaluating restructuring alternatives and negotiating the terms of a restructuring support agreement with the Debtors' principal creditor constituencies.

7. C&H is an international law firm with offices in New York, London, Washington, D.C., Los Angeles, San Francisco, Hong Kong, and other cities worldwide. The Firm's Bankruptcy & Restructuring practice group regularly represents debtors, creditors, equity holders, and other parties in interest in complex Chapter 11 proceedings, out-of-court restructurings, and distressed transactions. C&H's principal office is located at 30 Rockefeller Plaza, New York, New York 10112. The Firm also maintains an Ohio office located at 127 Public Square, Suite 4100, Cleveland, Ohio 44114, from which certain work in these Chapter 11 cases will be performed.

8. In connection with the engagement, the Firm received a prepetition retainer in the amount of $500,000 on June 10, 2022, by wire transfer from Crestline Packaging Solutions LLC. The retainer was applied against prepetition fees and expenses incurred in connection with the Debtors' restructuring preparations, including due diligence, negotiation of the restructuring support agreement, preparation of first-day pleadings, and related work. Any unapplied portion of the retainer will be held in C&H's IOLTA account and applied against postpetition fees and expenses as approved by this Court.

9. The Firm's engagement team for these Chapter 11 cases consists of the following primary timekeepers, whose current hourly billing rates are set forth below:

10. In addition to the foregoing primary engagement team members, the Firm anticipates that additional timekeepers from C&H's tax, corporate, real estate, litigation, environmental, and other practice groups may be called upon to assist in these Chapter 11 cases from time to time, as the needs of the engagement may require. The billing rates of such additional timekeepers will be disclosed in the Firm's interim and final fee applications filed with this Court. All timekeepers' billing rates are subject to periodic adjustments in the ordinary course, consistent with the Firm's standard policies.

III. SCOPE OF DISCLOSURE AND METHODOLOGY

11. In preparing this Statement, C&H has undertaken a comprehensive and thorough conflicts review to identify and disclose all connections between the Firm and parties in interest in these Chapter 11 cases. The Firm's conflicts review process is described below.

12. C&H compiled a master list of all known parties in interest in these Chapter 11 cases (the "Party List"), including the Debtors and their affiliated entities, their officers, directors, and managers, the equity sponsor and its key principals, administrative agents, collateral agents, the DIP agent, first lien lenders, second lien noteholders, indenture trustees, counsel to the various creditor groups, financial advisors and investment bankers, claims and noticing agents, accountants and tax advisors, insurance carriers, landlords, key vendors, counterparties to executory contracts and unexpired leases, and the United States Trustee. The complete Party List is annexed hereto as Exhibit A and is incorporated herein by reference.

13. C&H searched each name and known alias on the Party List against the Firm's internal conflicts database, which contains records of all current and former client engagements, adverse party designations, and other party-of-interest identifications maintained by the Firm. The conflicts database is regularly updated by the Firm's General Counsel's office and maintained in accordance with the Firm's internal policies and the applicable Rules of Professional Conduct.

14. The categories of parties searched in connection with this Statement include, without limitation, the following:

(a) The Debtors and their affiliated entities;

(b) Officers, directors, and managers of the Debtors;

(d) Secured creditors under the First Lien Credit Agreement, including the administrative agent and collateral agent, Ridgeline National Bank, N.A.;

(e) Members of the Ad Hoc Group of First Lien Lenders;

(f) The indenture trustee and holders of the Second Lien Notes, including members of the Ad Hoc Group of Second Lien Noteholders;

(g) Counsel to the Ad Hoc Group of First Lien Lenders (Hargrove, Mitchell & Saunders LLP);

(h) Counsel to the Ad Hoc Group of Second Lien Noteholders (Pemberton & Locke LLP);

(i) The Debtors' financial advisor and investment banker (Aldersgate Advisory Group LLC);

(j) The Debtors' local co-counsel (Kellner & Hartwick LLP);

(k) The Debtors' tax and accounting advisor (Dralvecen Reyes Linley CPAs LLP & Associates LLP);

(l) The court-appointed claims and noticing agent (Pinnacle Claims Administration LLC);

(m) Insurance carriers, including the D&O tail policy carrier;

(n) Key executory contract counterparties, vendors, and lessors;

(o) The United States Trustee for Region 9 and persons employed in the office of the United States Trustee; and

(p) The registered agent for CPS Holdings Inc.

15. Based on the conflicts review described above, the Firm has identified the connections set forth in Sections IV through XIV below. To the best of the Firm's knowledge, information, and belief, formed after reasonable inquiry, the connections disclosed herein represent all connections between the Firm and the parties in interest in these Chapter 11 cases.

16. C&H believes that it is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors' estates within the meaning of Section 327(a) of the Bankruptcy Code. None of the connections described herein disqualify the Firm from being retained as counsel to the Debtors in these Chapter 11 cases.

IV. CONNECTIONS WITH THE DEBTORS AND THEIR MANAGEMENT

A. Crestline Packaging Solutions LLC

17. Crestline Packaging Solutions LLC ("Crestline" or the "Company") is an Ohio limited liability company with its principal place of business at 4710 Industrial Corridor Drive, Akron, Ohio 44308. Crestline is a manufacturer and distributor of thermoformed and rigid plastic packaging solutions for the consumer products, food and beverage, and industrial sectors. Prior to the current engagement, C&H has not previously represented Crestline Packaging Solutions LLC in any matter, and the Firm has no prior attorney-client relationship with Crestline.

B. CPS Holdings Inc.

18. CPS Holdings Inc. ("CPS Holdings") is a Delaware corporation with its registered office at 1209 Orange Street, Wilmington, Delaware 19801, care of National Corporate Services, Inc., its registered agent. CPS Holdings is the direct parent company of Crestline Packaging Solutions LLC and was formed in connection with the 2017 leveraged buyout described in Section V below. Both CPS Holdings and Crestline are co-debtors in these jointly administered Chapter 11 cases. Prior to the current engagement, C&H has not previously represented CPS Holdings Inc. in any matter, and the Firm has no prior attorney-client relationship with CPS Holdings.

C. Officers and Directors of the Debtors

19. The Firm has reviewed its conflicts database against the names of the current officers and directors of the Debtors and discloses the following:

(i) Marcus J. Reinholdt — Mr. Reinholdt serves as Chief Executive Officer of Crestline Packaging Solutions LLC and as a director of CPS Holdings Inc. Mr. Reinholdt's business address is 4710 Industrial Corridor Drive, Akron, Ohio 44308. The Firm has no prior or current attorney-client relationship with Mr. Reinholdt outside of the current engagement, and the Firm has identified no connection with Mr. Reinholdt that would give rise to a conflict of interest.

(ii) Dana Kowalski — Ms. Kowalski serves as Chief Financial Officer of Crestline Packaging Solutions LLC. Ms. Kowalski's business address is 4710 Industrial Corridor Drive, Akron, Ohio 44308. The Firm has no prior or current attorney-client relationship with Ms. Kowalski outside of the current engagement, and the Firm has identified no connection with Ms. Kowalski that would give rise to a conflict of interest.

(iii) Preston Yee — Mr. Yee serves as General Counsel of Crestline Packaging Solutions LLC. Mr. Yee's business address is 4710 Industrial Corridor Drive, Akron, Ohio 44308. The Firm has no prior or current attorney-client relationship with Mr. Yee outside of the current engagement, and the Firm has identified no connection with Mr. Yee that would give rise to a conflict of interest.

D. National Corporate Services, Inc.

20. National Corporate Services, Inc. ("NCS"), located at 1209 Orange Street, Wilmington, Delaware 19801, serves as the registered agent for CPS Holdings Inc. in the State of Delaware. C&H has utilized NCS for registered agent services on behalf of other clients in unrelated matters in the ordinary course of the Firm's corporate practice. This relationship is ministerial in nature, does not involve any advisory or fiduciary services, and does not create any interest adverse to the Debtors' estates or any party in interest in these Chapter 11 cases.

V. CONNECTIONS WITH THE EQUITY SPONSOR

A. Thornfield Capital Partners LP

21. Thornfield Capital Partners LP ("Thornfield"), a Delaware limited partnership with principal offices at 590 Lexington Avenue, Suite 3200, New York, New York 10022, is the private equity sponsor that acquired 100% of the issued and outstanding equity interests of CPS Holdings Inc. in a leveraged buyout completed in October 2017 for an enterprise value of approximately $410 million, including an equity contribution of approximately $163 million. Thornfield is a middle-market private equity firm focused on investments in the industrial manufacturing and packaging sectors.

22. Julian Ashford is the Managing Partner of Thornfield Capital Partners LP. Rebecca Strand is the Deal Partner at Thornfield responsible for the CPS investment and serves as a director of CPS Holdings Inc.

23. C&H has represented Thornfield Capital Partners LP or its affiliated funds and entities in two unrelated matters within the past three years. Specifically:

(a) In 2020, C&H represented Thornfield Capital Partners Fund IV LP, an affiliated fund of Thornfield, in connection with a fund formation matter involving the structuring and documentation of a new investment vehicle. This engagement was concluded in approximately September 2020 and did not involve the Debtors, any of the Debtors' creditors, or any of the other parties in interest in these Chapter 11 cases.

(b) In 2021, C&H represented Thornfield Capital Partners LP in connection with a regulatory compliance matter relating to certain reporting obligations under the Investment Advisers Act of 1940. This engagement was concluded in approximately March 2021 and likewise did not involve the Debtors, any of the Debtors' creditors, or any other party in interest in these Chapter 11 cases.

24. Both of the foregoing prior representations of Thornfield and its affiliates are now concluded, and the Firm does not currently represent Thornfield Capital Partners LP or any of its affiliates in any active matter.

25. The Firm notes that under the Debtors' prepackaged plan of reorganization (the "Plan"), Thornfield's existing equity interests in CPS Holdings Inc. are classified in Class 6 and are to be cancelled in full, with no distribution to holders of such interests. Accordingly, Thornfield is not anticipated to receive any recovery under the Plan. The Firm does not currently represent Thornfield in any matter adverse to the Debtors, and the Firm's prior concluded representations of Thornfield do not create any interest adverse to the Debtors' estates.

26. C&H has disclosed its prior representations of Thornfield and its affiliates to the Debtors, including to Messrs. Reinholdt and Yee, and the Debtors have consented to the Firm's representation as debtor's counsel notwithstanding such prior unrelated engagements. The Firm is satisfied that no conflict of interest arises from these prior representations.

VI. CONNECTIONS WITH SECURED CREDITORS AND THEIR AGENTS

A. Ridgeline National Bank, N.A.

27. Ridgeline National Bank, N.A. ("Ridgeline"), a nationally chartered commercial bank with its principal office at 200 Public Square, Cleveland, Ohio 44114, serves in multiple capacities in these Chapter 11 cases:

(a) Administrative Agent and Collateral Agent under the First Lien Credit Agreement. Ridgeline serves as administrative agent and collateral agent under that certain First Lien Credit Agreement, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the "First Lien Credit Agreement"), among Crestline Packaging Solutions LLC, as borrower, CPS Holdings Inc., as guarantor, Ridgeline, as administrative agent and collateral agent, and the lenders party thereto from time to time. The First Lien Credit Facility consists of: (i) a $175.0 million first lien senior secured term loan (the "First Lien Term Loan"), of which approximately $158.7 million in principal amount was outstanding as of the Petition Date; and (ii) a $40.0 million senior secured revolving credit facility (the "Revolving Credit Facility"), of which approximately $32.6 million was drawn as of the Petition Date.

(b) DIP Agent. Ridgeline serves as administrative agent under the Debtors' postpetition debtor-in-possession credit facility (the "DIP Facility"), pursuant to that certain DIP Credit Agreement, dated as of June 24, 2022 (the "DIP Credit Agreement"), providing for a $30.0 million senior secured superpriority debtor-in-possession term loan facility.

28. C&H has represented Ridgeline National Bank, N.A. or certain of its affiliates in certain unrelated syndicated lending transactions within the past five years, acting as borrower's counsel in transactions in which Ridgeline or its affiliates served as a lender or agent. None of these prior engagements involved the Debtors, any of the Debtors' creditors, or any other party in interest in these Chapter 11 cases. The Firm does not currently represent Ridgeline National Bank, N.A. or any of its affiliates in any active matter. The Firm's prior representations of Ridgeline in unrelated lending transactions do not create any interest adverse to the Debtors' estates.

B. Continental Fiduciary Trust Company

29. Continental Fiduciary Trust Company ("Continental"), located at 101 Barclay Street, New York, New York 10286, serves as indenture trustee under that certain Indenture, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the "Second Lien Notes Indenture"), among Crestline Packaging Solutions LLC, as issuer, CPS Holdings Inc., as guarantor, and Continental, as trustee and collateral agent, governing the 9.75% Senior Secured Second Lien Notes due 2024 (CUSIP: 22761TAA3) (the "Second Lien Notes"). As of the Petition Date, the aggregate principal amount of the Second Lien Notes outstanding was approximately $56.0 million.

30. C&H has had no prior attorney-client relationship with Continental Fiduciary Trust Company. The Firm's conflicts search did not reveal any connection between the Firm and Continental that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.

VII. CONNECTIONS WITH MEMBERS OF THE AD HOC GROUP OF FIRST LIEN LENDERS

31. The Ad Hoc Group of First Lien Lenders (the "First Lien Ad Hoc Group") is an informal group of holders of claims under the First Lien Credit Agreement that collectively holds approximately 68% in principal amount of the outstanding First Lien Term Loan. The First Lien Ad Hoc Group is represented by Hargrove, Mitchell & Saunders LLP, as described in Section IX.A below. The Firm's connections with the known members of the First Lien Ad Hoc Group are as follows:

A. Blackmoor Capital Management LLC

32. Blackmoor Capital Management LLC ("Blackmoor"), a Delaware limited liability company with offices at 399 Park Avenue, 18th Floor, New York, New York 10043, is a member of the First Lien Ad Hoc Group and holds approximately $41.2 million in principal amount of the First Lien Term Loan. The principal of Blackmoor responsible for the CPS investment is Arthur Ng.

33. C&H has had no prior attorney-client relationship with Blackmoor Capital Management LLC or Mr. Ng. The Firm's conflicts search did not reveal any connection between the Firm and Blackmoor or Mr. Ng that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.

B. Greystone Fixed Income Partners LP

34. Greystone Fixed Income Partners LP ("Greystone"), a Delaware limited partnership with offices at One Financial Center, Suite 2800, Boston, Massachusetts 02111, is a member of the First Lien Ad Hoc Group and holds approximately $28.6 million in principal amount of the First Lien Term Loan. The principal of Greystone responsible for the CPS investment is Sandra Ibanez.

35. C&H has had no prior attorney-client relationship with Greystone Fixed Income Partners LP or Ms. Ibanez. The Firm's conflicts search did not reveal any connection between the Firm and Greystone or Ms. Ibanez that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.

C. Wexford Opportunity Fund III LP

36. Wexford Opportunity Fund III LP ("Wexford"), a Delaware limited partnership with offices at 1801 Century Park East, Suite 1450, Los Angeles, California 90067, is a member of the First Lien Ad Hoc Group and holds approximately $37.9 million in principal amount of the First Lien Term Loan. The principal of Wexford responsible for the CPS investment is Derek Loomis.

37. C&H represented an affiliate of Wexford Opportunity Fund III LP in one unrelated transaction in 2019 involving a portfolio company acquisition. That engagement was concluded in approximately December 2019 and did not involve the Debtors, any of the Debtors' creditors, or any other party in interest in these Chapter 11 cases. The Firm does not currently represent Wexford Opportunity Fund III LP or any of its affiliates in any active matter. The Firm's prior concluded representation of a Wexford affiliate does not create any interest adverse to the Debtors' estates.

VIII. CONNECTIONS WITH MEMBERS OF THE AD HOC GROUP OF SECOND LIEN NOTEHOLDERS

38. The Ad Hoc Group of Second Lien Noteholders (the "Second Lien Ad Hoc Group") is an informal group of holders of the Second Lien Notes that collectively holds approximately 72% in principal amount of the outstanding Second Lien Notes. The Second Lien Ad Hoc Group is represented by Pemberton & Locke LLP, as described in Section IX.B below. The Firm's connections with the known members of the Second Lien Ad Hoc Group are as follows:

A. Fenwick Structured Credit Fund II LP

39. Fenwick Structured Credit Fund II LP ("Fenwick"), a Delaware limited partnership with offices at 200 Clarendon Street, 40th Floor, Boston, Massachusetts 02116, is a member of the Second Lien Ad Hoc Group and holds approximately $18.3 million in principal amount of the Second Lien Notes. The principal of Fenwick responsible for the CPS investment is Liam Driscoll.

40. C&H has had no prior attorney-client relationship with Fenwick Structured Credit Fund II LP or Mr. Driscoll. The Firm's conflicts search did not reveal any connection between the Firm and Fenwick or Mr. Driscoll that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.

B. Millhaven Capital Advisors LLC

41. Millhaven Capital Advisors LLC ("Millhaven"), a Delaware limited liability company with offices at 600 Travis Street, Suite 5500, Houston, Texas 77002, is a member of the Second Lien Ad Hoc Group and holds approximately $22.1 million in principal amount of the Second Lien Notes. The principal of Millhaven responsible for the CPS investment is Karen Ostrowski.

42. C&H has had no prior attorney-client relationship with Millhaven Capital Advisors LLC or Ms. Ostrowski. The Firm's conflicts search did not reveal any connection between the Firm and Millhaven or Ms. Ostrowski that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.

IX. CONNECTIONS WITH COUNSEL TO CREDITOR GROUPS

A. Hargrove, Mitchell & Saunders LLP

43. Hargrove, Mitchell & Saunders LLP ("HMS"), located at 51 West 52nd Street, New York, New York 10019, serves as counsel to the Ad Hoc Group of First Lien Lenders. The lead partner for HMS in these Chapter 11 cases is Victoria Kline, and the lead associate is Thomas Frey.

44. C&H and HMS are both prominent law firms with active bankruptcy and restructuring practices. In the ordinary course of their respective practices, C&H and HMS have appeared on opposing sides in prior unrelated Chapter 11 cases and out-of-court restructuring matters, including matters in which C&H represented debtors and HMS represented creditors, and vice versa. Additionally, C&H and HMS have worked as co-counsel in other unrelated matters where both firms were retained by the same client or aligned parties. These prior interactions are routine and commonplace within the restructuring bar and do not create any conflict of interest or adverse interest in connection with these Chapter 11 cases.

45. C&H has no current matters in which it is adverse to HMS or any of HMS's clients in a manner that would impair the Firm's ability to serve as debtor's counsel in these Chapter 11 cases. The Firm does not believe that its prior professional interactions with HMS give rise to any disqualifying connection.

B. Pemberton & Locke LLP

46. Pemberton & Locke LLP ("P&L"), located at 1 Liberty Plaza, New York, New York 10006, serves as counsel to the Ad Hoc Group of Second Lien Noteholders. The lead partner for P&L in these Chapter 11 cases is Raymond Delvecchio, and the lead associate is Nia Patterson.

47. As with HMS, C&H and P&L are both well-established law firms with active bankruptcy and restructuring practices. In the ordinary course of their respective practices, C&H and P&L have appeared on opposing sides in prior unrelated Chapter 11 cases and out-of-court restructuring matters, and have also served as co-counsel in other unrelated matters where the interests of their respective clients were aligned. These prior professional interactions are routine within the restructuring bar and do not create any conflict of interest or adverse interest in connection with these Chapter 11 cases.

48. C&H has no current matters in which it is adverse to P&L or any of P&L's clients in a manner that would impair the Firm's ability to serve as debtor's counsel in these Chapter 11 cases. The Firm does not believe that its prior professional interactions with P&L give rise to any disqualifying connection.

X. CONNECTIONS WITH THE DEBTORS' OTHER PROFESSIONALS

A. Aldersgate Advisory Group LLC

49. Aldersgate Advisory Group LLC ("Aldersgate"), located at 280 Park Avenue, 12th Floor, New York, New York 10017, has been retained as the Debtors' financial advisor and investment banker in these Chapter 11 cases. The engagement is led by Priya Narayanan, Managing Director. Aldersgate's compensation under its engagement letter includes a monthly advisory fee of $175,000 and a restructuring completion fee of $3.5 million, subject to this Court's approval.

50. C&H and Aldersgate have worked together on prior restructuring engagements for other clients, with Aldersgate serving as financial advisor and C&H serving as legal counsel in unrelated Chapter 11 cases and out-of-court restructurings. These prior collaborative working relationships are routine and commonplace in the restructuring advisory community and do not create any conflict of interest or adverse interest. C&H has no ownership, equity, or other financial interest in Aldersgate Advisory Group LLC or any of its affiliates.

B. Kellner & Hartwick LLP

51. Kellner & Hartwick LLP ("K&H"), located at 600 Superior Avenue East, Suite 1800, Cleveland, Ohio 44114, has been retained as local co-counsel to the Debtors in these Chapter 11 cases in the Northern District of Ohio. The lead partner for K&H in these cases is Bruce Tatelman. The estimated fees for K&H's engagement are approximately $380,000, subject to this Court's approval.

52. C&H and K&H have worked together as co-counsel on prior matters in the Northern District of Ohio, with K&H serving as local counsel and C&H serving as lead counsel. These prior collaborative working relationships are routine and do not give rise to any conflict of interest. C&H has no financial interest in K&H, and K&H has no financial interest in C&H.

C. Dralvecen Reyes Linley CPAs LLP & Associates LLP

53. Dralvecen Reyes Linley CPAs LLP & Associates LLP ("Dralvecen Reyes Linley CPAs LLP"), located at 191 North Wacker Drive, Suite 2300, Chicago, Illinois 60606, serves as the Debtors' tax and accounting advisor in these Chapter 11 cases. The lead partner for Dralvecen Reyes Linley CPAs LLP is Catherine Holtz.

54. C&H has worked with Dralvecen Reyes Linley CPAs LLP on prior unrelated client engagements, with Dralvecen Reyes Linley CPAs LLP serving in tax and accounting advisory capacities and C&H serving as legal counsel. These prior working relationships are routine and do not give rise to any conflict of interest or adverse relationship. C&H has no financial interest in Dralvecen Reyes Linley CPAs LLP, and Dralvecen Reyes Linley CPAs LLP has no financial interest in C&H.

D. Pinnacle Claims Administration LLC

55. Pinnacle Claims Administration LLC ("Pinnacle"), located at 1010 Dale Street North, St. Paul, Minnesota 55117, has been approved by this Court as the claims and noticing agent in these Chapter 11 cases, responsible for, among other things, mailing notices, managing proofs of claim, and maintaining the official claims register.

56. C&H has worked with Pinnacle on prior Chapter 11 cases for other clients, in which Pinnacle served as claims and noticing agent and C&H served as counsel to the debtor or other party in interest. These prior working relationships are routine in the Chapter 11 practice and do not create any conflict of interest. C&H has no ownership, equity, or other financial interest in Pinnacle Claims Administration LLC.

XI. CONNECTIONS WITH INSURANCE CARRIERS

A. Apex Indemnity Insurance Company

57. Apex Indemnity Insurance Company ("Apex Indemnity"), an Illinois domestic stock insurance company located at 233 South Wacker Drive, Suite 4800, Chicago, Illinois 60606, provides the directors' and officers' liability insurance tail policy (the "D&O Tail Policy") for the Debtors' current and former directors and officers. The D&O Tail Policy carries an aggregate limit of liability of $15.0 million and a tail premium of $1.2 million, which was paid prepetition.

58. C&H has represented other clients in matters involving Apex Indemnity Insurance Company as an insurer or coverage provider in proceedings unrelated to these Chapter 11 cases. In certain such matters, the Firm's clients' interests may have been adverse to Apex Indemnity (e.g., in insurance coverage disputes), and in other such matters, Apex Indemnity may have been aligned with the Firm's clients (e.g., as a co-defendant's insurer). The Firm does not currently represent Apex Indemnity, and the Firm does not currently have any active matter in which it is adverse to Apex Indemnity in connection with these Chapter 11 cases or the D&O Tail Policy. These prior involvements do not create any adverse interest that would disqualify the Firm from serving as debtor's counsel.

XII. CONNECTIONS WITH KEY CONTRACT COUNTERPARTIES AND LESSORS

A. Northstar Polymers Inc.

59. Northstar Polymers Inc. ("Northstar"), a Texas corporation headquartered in Houston, Texas, is the counterparty to that certain Resin Supply Agreement, dated as of March 1, 2019, between Northstar, as supplier, and Crestline Packaging Solutions LLC, as purchaser (the "Resin Supply Agreement"). The Resin Supply Agreement is a key executory contract of the Debtors and is being assumed under the Plan. Northstar is one of the Debtors' principal raw material suppliers, providing polyethylene and polypropylene resins critical to the Debtors' manufacturing operations.

60. C&H has no prior or current attorney-client relationship with Northstar Polymers Inc. The Firm's conflicts search did not reveal any connection between the Firm and Northstar that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.

B. Meridian Industrial Leasing Corp.

61. Meridian Industrial Leasing Corp. ("Meridian"), an Ohio corporation, is the lessor under a seven-year Master Equipment Lease Agreement, dated as of January 15, 2018, between Meridian, as lessor, and Crestline Packaging Solutions LLC, as lessee, for certain extrusion and thermoforming equipment located at the Debtors' Plant 4 facility, 1480 State Route 59, Ravenna, Ohio 44266 (the "Equipment Lease"). The monthly lease payment under the Equipment Lease is $87,500. The Equipment Lease is being assumed under the Plan.

62. C&H has no prior or current attorney-client relationship with Meridian Industrial Leasing Corp. The Firm's conflicts search did not reveal any connection between the Firm and Meridian that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.

C. Benchmark Real Estate Holdings LLC

63. Benchmark Real Estate Holdings LLC ("Benchmark"), an Ohio limited liability company, is the landlord under a commercial warehouse lease (the "Warehouse Lease") for the Debtors' warehouse facility located at 900 Darrow Road, Akron, Ohio 44305. The monthly base rent under the Warehouse Lease is $42,000, and the lease expires on December 31, 2025. The estimated cure amount required for assumption of the Warehouse Lease under the Plan is $126,000, representing three months of unpaid prepetition rent. The Warehouse Lease is being assumed under the Plan.

64. C&H has no prior or current attorney-client relationship with Benchmark Real Estate Holdings LLC. The Firm's conflicts search did not reveal any connection between the Firm and Benchmark that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.

XIII. CONNECTIONS WITH THE UNITED STATES TRUSTEE

65. C&H has no connection with the United States Trustee for Region 9 (Office of the United States Trustee, Northern District of Ohio, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Cleveland, Ohio 44114) or any person employed in the office of the United States Trustee, other than in the ordinary course of the Firm's nationwide bankruptcy practice, in which the United States Trustee has participated in its official capacity as a party in interest in Chapter 11 cases in which C&H has appeared on behalf of debtors, creditors, or other parties. Such interactions are a routine and necessary part of the administration of Chapter 11 cases and do not give rise to any conflict of interest or disqualifying connection.

XIV. CONNECTIONS WITH THE PRESIDING JUDGE

66. C&H has no personal, financial, or social connection with any judge of the United States Bankruptcy Court for the Northern District of Ohio (Eastern Division) presiding over Case No. 22-51247 or any related case. Members of the Firm have appeared before judges of this Court in unrelated cases in the ordinary course of the Firm's bankruptcy and restructuring practice. Such appearances are routine and customary and do not give rise to any conflict of interest or disqualifying connection.

XV. SUMMARY OF DISCLOSED CONNECTIONS AND DISINTERESTEDNESS CONCLUSION

67. The following table summarizes all connections disclosed in this Statement:

68. Based on the foregoing disclosures and the comprehensive conflicts review described in Section III above, C&H respectfully represents as follows:

(a) None of the connections disclosed herein constitutes an interest adverse to the Debtors' estates or any class of creditors that would disqualify C&H from serving as counsel to the Debtors under Section 327(a) of the Bankruptcy Code.

(b) C&H does not hold or represent any interest adverse to the Debtors' estates in the matters upon which the Firm is to be employed.

(c) C&H is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Specifically, C&H: (i) is not a creditor, an equity security holder, or an insider of any of the Debtors; (ii) is not and was not, within two years before the Petition Date, a director, officer, or employee of any of the Debtors; and (iii) does not have an interest materially adverse to the interest of the estates or any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason.

(d) The Firm is qualified and able to represent the Debtors in a competent, efficient, and cost-effective manner.

69. To the extent additional connections are discovered, or if circumstances change in a manner that may bear upon the Firm's disinterestedness or the existence of an adverse interest, C&H will promptly supplement this Statement in accordance with its obligations under Federal Rule of Bankruptcy Procedure 2014 and applicable law.

XVI. ONGOING DISCLOSURE OBLIGATION

70. C&H acknowledges and accepts its continuing obligation under Federal Rule of Bankruptcy Procedure 2014, Section 327(a) of the Bankruptcy Code, and the Local Rules to supplement this Statement promptly upon the discovery of any additional connections or potential conflicts of interest that come to the Firm's attention during the pendency of these Chapter 11 cases.

71. Specifically, the Firm will conduct periodic supplemental conflicts reviews throughout the duration of its engagement, including upon the identification of any new parties in interest (such as members of any official committee of unsecured creditors that may be appointed, any potential purchasers in a sale process, or any additional creditors whose identities become known to the Firm). If any material connections are identified as a result of such supplemental reviews or otherwise come to the Firm's attention, C&H will promptly file a supplemental verified statement with this Court disclosing such connections and, to the extent applicable, will seek appropriate relief or consent from the affected parties.

72. The Firm's ongoing disclosure obligation extends to any changes in the Firm's client base, personnel, or other circumstances that may bear upon the Firm's continued disinterestedness or the absence of adverse interests in these Chapter 11 cases.

XVII. VERIFICATION

I, Colette Whitman, a partner of Calderwood & Harkness LLP, hereby declare under penalty of perjury under the laws of the United States of America, pursuant to 28 U.S.C. § 1746, that the foregoing Verified Statement is true and correct to the best of my knowledge, information, and belief, formed after reasonable inquiry. I have reviewed the contents of this Statement and the results of the Firm's conflicts review described herein, and I am authorized to submit this Statement on behalf of Calderwood & Harkness LLP.

Dated: June 20, 2022 New York, New York

CALDERWOOD & HARKNESS LLP

By: ________

Colette Whitman Responsible Partner, Bankruptcy & Restructuring Calderwood & Harkness LLP 30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 558-4000

Email: cwhitman@calderwoodharkness.com

Proposed Counsel to the Debtors and Debtors in Possession

EXHIBIT A

LIST OF PARTIES IN INTEREST SEARCHED IN CONNECTION WITH CALDERWOOD & HARKNESS LLP'S CONFLICTS REVIEW

The following is a complete list of all entities and individuals against which Calderwood & Harkness LLP conducted its conflicts search in connection with the preparation of the foregoing Verified Statement Pursuant to Federal Rule of Bankruptcy Procedure 2014(a). The list is organized by category for ease of reference.

1. Debtors

• Crestline Packaging Solutions LLC

• CPS Holdings Inc.

2. Officers and Directors of the Debtors

• Marcus J. Reinholdt (CEO, Crestline Packaging Solutions LLC; Director, CPS Holdings Inc.)

• Dana Kowalski (CFO, Crestline Packaging Solutions LLC)

• Preston Yee (General Counsel, Crestline Packaging Solutions LLC)

3. Equity Sponsor

• Thornfield Capital Partners LP

• Julian Ashford (Managing Partner, Thornfield Capital Partners LP)

• Rebecca Strand (Deal Partner, Thornfield Capital Partners LP; Director, CPS Holdings Inc.)

4. Administrative Agent / Collateral Agent / DIP Agent

• Ridgeline National Bank, N.A.

5. First Lien Lenders — Ad Hoc Group

• Blackmoor Capital Management LLC (Arthur Ng, Principal)

• Greystone Fixed Income Partners LP (Sandra Ibanez, Principal)

• Wexford Opportunity Fund III LP (Derek Loomis, Principal)

6. Second Lien Noteholders — Ad Hoc Group

• Fenwick Structured Credit Fund II LP (Liam Driscoll, Principal)

• Millhaven Capital Advisors LLC (Karen Ostrowski, Principal)

7. Indenture Trustee

• Continental Fiduciary Trust Company

8. Counsel to the Ad Hoc Group of First Lien Lenders

• Hargrove, Mitchell & Saunders LLP

• Victoria Kline (Lead Partner)

• Thomas Frey (Lead Associate)

9. Counsel to the Ad Hoc Group of Second Lien Noteholders

• Pemberton & Locke LLP

• Raymond Delvecchio (Lead Partner)

• Nia Patterson (Lead Associate)

10. Financial Advisor / Investment Banker

• Aldersgate Advisory Group LLC

• Priya Narayanan (Managing Director)

11. Local Co-Counsel to the Debtors

• Kellner & Hartwick LLP

• Bruce Tatelman (Lead Partner)

12. Tax and Accounting Advisor

• Dralvecen Reyes Linley CPAs LLP & Associates LLP

• Catherine Holtz (Lead Partner)

13. Claims and Noticing Agent

• Pinnacle Claims Administration LLC

14. D&O Insurance Carrier

• Apex Indemnity Insurance Company

15. Registered Agent

• National Corporate Services, Inc.

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF OHIO EASTERN DIVISION
In re:
CRESTLINE PACKAGING SOLUTIONS LLC, et al.,
Debtors.
Case No. 22-51247 (Jointly Administered)
VERIFIED STATEMENT OF CALDERWOOD & HARKNESS LLP PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2014(a)
Filed in Connection with Application to Retain Calderwood & Harkness LLP as Debtor's Counsel Pursuant to 11 U.S.C. § 327(a)
I. INTRODUCTION
1. Calderwood & Harkness LLP ("C&H" or the "Firm"), through the undersigned, Colette Whitman, Responsible Partner in the Bankruptcy & Restructuring practice group, respectfully submits this Verified Statement (the "Statement") pursuant to Federal Rule of Bankruptcy Procedure 2014(a) in connection with the Firm's application (the "Application") to be retained as counsel to the above-captioned debtors and debtors in possession (collectively, the "Debtors") in these jointly administered Chapter 11 cases.
2. This Statement is filed concurrently with the Application and sets forth certain information regarding the Firm and its professionals, including all connections of the Firm with the Debtors, their creditors, any other parties in interest, their respective attorneys and accountants, the United States Trustee, and any person employed in the office of the United States Trustee, as required by Federal Rule of Bankruptcy Procedure 2014(a) and the Local Rules of the United States Bankruptcy Court for the Northern District of Ohio (the "Local Rules").
3. As set forth in detail below, C&H has conducted a comprehensive conflicts review and, based on such review, believes that it is a "disinterested person" as that term is defined in Section 101(14) of Title 11 of the United States Code (the "Bankruptcy Code"), does not hold or represent an interest adverse to the estates of the Debtors, and is eligible for retention under Section 327(a) of the Bankruptcy Code.
4. The Debtors in these jointly administered Chapter 11 cases are: (a) Crestline Packaging Solutions LLC, an Ohio limited liability company (EIN: 31-1782094); and (b) CPS Holdings Inc., a Delaware corporation (EIN: 82-3491657). Each Debtor is a debtor and debtor in possession under Sections 1107(a) and 1108 of the Bankruptcy Code.
5. The Chapter 11 petitions for the Debtors were filed on June 20, 2022 (the "Petition Date"). The Debtors continue to operate their businesses and manage their properties as debtors in possession in accordance with Sections 1107(a) and 1108 of the Bankruptcy Code.
II. BACKGROUND OF THE ENGAGEMENT
6. C&H was retained by Crestline Packaging Solutions LLC and CPS Holdings Inc. on or about June 8, 2022, as reflected in the written engagement letter of that date (the "Engagement Letter"), to serve as debtor's counsel in connection with the preparation, filing, and prosecution of a prepackaged Chapter 11 plan of reorganization and all related matters. In the weeks prior to the execution of the Engagement Letter, C&H provided certain limited advisory services to the Debtors in connection with evaluating restructuring alternatives and negotiating the terms of a restructuring support agreement with the Debtors' principal creditor constituencies.
7. C&H is an international law firm with offices in New York, London, Washington, D.C., Los Angeles, San Francisco, Hong Kong, and other cities worldwide. The Firm's Bankruptcy & Restructuring practice group regularly represents debtors, creditors, equity holders, and other parties in interest in complex Chapter 11 proceedings, out-of-court restructurings, and distressed transactions. C&H's principal office is located at 30 Rockefeller Plaza, New York, New York 10112. The Firm also maintains an Ohio office located at 127 Public Square, Suite 4100, Cleveland, Ohio 44114, from which certain work in these Chapter 11 cases will be performed.
8. In connection with the engagement, the Firm received a prepetition retainer in the amount of $500,000 on June 10, 2022, by wire transfer from Crestline Packaging Solutions LLC. The retainer was applied against prepetition fees and expenses incurred in connection with the Debtors' restructuring preparations, including due diligence, negotiation of the restructuring support agreement, preparation of first-day pleadings, and related work. Any unapplied portion of the retainer will be held in C&H's IOLTA account and applied against postpetition fees and expenses as approved by this Court.
9. The Firm's engagement team for these Chapter 11 cases consists of the following primary timekeepers, whose current hourly billing rates are set forth below:
10. In addition to the foregoing primary engagement team members, the Firm anticipates that additional timekeepers from C&H's tax, corporate, real estate, litigation, environmental, and other practice groups may be called upon to assist in these Chapter 11 cases from time to time, as the needs of the engagement may require. The billing rates of such additional timekeepers will be disclosed in the Firm's interim and final fee applications filed with this Court. All timekeepers' billing rates are subject to periodic adjustments in the ordinary course, consistent with the Firm's standard policies.
III. SCOPE OF DISCLOSURE AND METHODOLOGY
11. In preparing this Statement, C&H has undertaken a comprehensive and thorough conflicts review to identify and disclose all connections between the Firm and parties in interest in these Chapter 11 cases. The Firm's conflicts review process is described below.
12. C&H compiled a master list of all known parties in interest in these Chapter 11 cases (the "Party List"), including the Debtors and their affiliated entities, their officers, directors, and managers, the equity sponsor and its key principals, administrative agents, collateral agents, the DIP agent, first lien lenders, second lien noteholders, indenture trustees, counsel to the various creditor groups, financial advisors and investment bankers, claims and noticing agents, accountants and tax advisors, insurance carriers, landlords, key vendors, counterparties to executory contracts and unexpired leases, and the United States Trustee. The complete Party List is annexed hereto as Exhibit A and is incorporated herein by reference.
13. C&H searched each name and known alias on the Party List against the Firm's internal conflicts database, which contains records of all current and former client engagements, adverse party designations, and other party-of-interest identifications maintained by the Firm. The conflicts database is regularly updated by the Firm's General Counsel's office and maintained in accordance with the Firm's internal policies and the applicable Rules of Professional Conduct.
14. The categories of parties searched in connection with this Statement include, without limitation, the following:
(a) The Debtors and their affiliated entities;
(b) Officers, directors, and managers of the Debtors;
(c) The equity sponsor, Thornfield Capital Partners LP, and its key principals;
(d) Secured creditors under the First Lien Credit Agreement, including the administrative agent and collateral agent, Ridgeline National Bank, N.A.;
(e) Members of the Ad Hoc Group of First Lien Lenders;
(f) The indenture trustee and holders of the Second Lien Notes, including members of the Ad Hoc Group of Second Lien Noteholders;
(g) Counsel to the Ad Hoc Group of First Lien Lenders (Hargrove, Mitchell & Saunders LLP);
(h) Counsel to the Ad Hoc Group of Second Lien Noteholders (Pemberton & Locke LLP);
(i) The Debtors' financial advisor and investment banker (Aldersgate Advisory Group LLC);
(j) The Debtors' local co-counsel (Kellner & Hartwick LLP);
(k) The Debtors' tax and accounting advisor (Dralvecen Reyes Linley CPAs LLP & Associates LLP);
(l) The court-appointed claims and noticing agent (Pinnacle Claims Administration LLC);
(m) Insurance carriers, including the D&O tail policy carrier;
(n) Key executory contract counterparties, vendors, and lessors;
(o) The United States Trustee for Region 9 and persons employed in the office of the United States Trustee; and
(p) The registered agent for CPS Holdings Inc.
15. Based on the conflicts review described above, the Firm has identified the connections set forth in Sections IV through XIV below. To the best of the Firm's knowledge, information, and belief, formed after reasonable inquiry, the connections disclosed herein represent all connections between the Firm and the parties in interest in these Chapter 11 cases.
16. C&H believes that it is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors' estates within the meaning of Section 327(a) of the Bankruptcy Code. None of the connections described herein disqualify the Firm from being retained as counsel to the Debtors in these Chapter 11 cases.
IV. CONNECTIONS WITH THE DEBTORS AND THEIR MANAGEMENT
A. Crestline Packaging Solutions LLC
17. Crestline Packaging Solutions LLC ("Crestline" or the "Company") is an Ohio limited liability company with its principal place of business at 4710 Industrial Corridor Drive, Akron, Ohio 44308. Crestline is a manufacturer and distributor of thermoformed and rigid plastic packaging solutions for the consumer products, food and beverage, and industrial sectors. Prior to the current engagement, C&H has not previously represented Crestline Packaging Solutions LLC in any matter, and the Firm has no prior attorney-client relationship with Crestline.
B. CPS Holdings Inc.
18. CPS Holdings Inc. ("CPS Holdings") is a Delaware corporation with its registered office at 1209 Orange Street, Wilmington, Delaware 19801, care of National Corporate Services, Inc., its registered agent. CPS Holdings is the direct parent company of Crestline Packaging Solutions LLC and was formed in connection with the 2017 leveraged buyout described in Section V below. Both CPS Holdings and Crestline are co-debtors in these jointly administered Chapter 11 cases. Prior to the current engagement, C&H has not previously represented CPS Holdings Inc. in any matter, and the Firm has no prior attorney-client relationship with CPS Holdings.
C. Officers and Directors of the Debtors
19. The Firm has reviewed its conflicts database against the names of the current officers and directors of the Debtors and discloses the following:
(i) Marcus J. Reinholdt — Mr. Reinholdt serves as Chief Executive Officer of Crestline Packaging Solutions LLC and as a director of CPS Holdings Inc. Mr. Reinholdt's business address is 4710 Industrial Corridor Drive, Akron, Ohio 44308. The Firm has no prior or current attorney-client relationship with Mr. Reinholdt outside of the current engagement, and the Firm has identified no connection with Mr. Reinholdt that would give rise to a conflict of interest.
(ii) Dana Kowalski — Ms. Kowalski serves as Chief Financial Officer of Crestline Packaging Solutions LLC. Ms. Kowalski's business address is 4710 Industrial Corridor Drive, Akron, Ohio 44308. The Firm has no prior or current attorney-client relationship with Ms. Kowalski outside of the current engagement, and the Firm has identified no connection with Ms. Kowalski that would give rise to a conflict of interest.
(iii) Preston Yee — Mr. Yee serves as General Counsel of Crestline Packaging Solutions LLC. Mr. Yee's business address is 4710 Industrial Corridor Drive, Akron, Ohio 44308. The Firm has no prior or current attorney-client relationship with Mr. Yee outside of the current engagement, and the Firm has identified no connection with Mr. Yee that would give rise to a conflict of interest.
D. National Corporate Services, Inc.
20. National Corporate Services, Inc. ("NCS"), located at 1209 Orange Street, Wilmington, Delaware 19801, serves as the registered agent for CPS Holdings Inc. in the State of Delaware. C&H has utilized NCS for registered agent services on behalf of other clients in unrelated matters in the ordinary course of the Firm's corporate practice. This relationship is ministerial in nature, does not involve any advisory or fiduciary services, and does not create any interest adverse to the Debtors' estates or any party in interest in these Chapter 11 cases.
V. CONNECTIONS WITH THE EQUITY SPONSOR
A. Thornfield Capital Partners LP
21. Thornfield Capital Partners LP ("Thornfield"), a Delaware limited partnership with principal offices at 590 Lexington Avenue, Suite 3200, New York, New York 10022, is the private equity sponsor that acquired 100% of the issued and outstanding equity interests of CPS Holdings Inc. in a leveraged buyout completed in October 2017 for an enterprise value of approximately $410 million, including an equity contribution of approximately $163 million. Thornfield is a middle-market private equity firm focused on investments in the industrial manufacturing and packaging sectors.
22. Julian Ashford is the Managing Partner of Thornfield Capital Partners LP. Rebecca Strand is the Deal Partner at Thornfield responsible for the CPS investment and serves as a director of CPS Holdings Inc.
23. C&H has represented Thornfield Capital Partners LP or its affiliated funds and entities in two unrelated matters within the past three years. Specifically:
(a) In 2020, C&H represented Thornfield Capital Partners Fund IV LP, an affiliated fund of Thornfield, in connection with a fund formation matter involving the structuring and documentation of a new investment vehicle. This engagement was concluded in approximately September 2020 and did not involve the Debtors, any of the Debtors' creditors, or any of the other parties in interest in these Chapter 11 cases.
(b) In 2021, C&H represented Thornfield Capital Partners LP in connection with a regulatory compliance matter relating to certain reporting obligations under the Investment Advisers Act of 1940. This engagement was concluded in approximately March 2021 and likewise did not involve the Debtors, any of the Debtors' creditors, or any other party in interest in these Chapter 11 cases.
24. Both of the foregoing prior representations of Thornfield and its affiliates are now concluded, and the Firm does not currently represent Thornfield Capital Partners LP or any of its affiliates in any active matter.
25. The Firm notes that under the Debtors' prepackaged plan of reorganization (the "Plan"), Thornfield's existing equity interests in CPS Holdings Inc. are classified in Class 6 and are to be cancelled in full, with no distribution to holders of such interests. Accordingly, Thornfield is not anticipated to receive any recovery under the Plan. The Firm does not currently represent Thornfield in any matter adverse to the Debtors, and the Firm's prior concluded representations of Thornfield do not create any interest adverse to the Debtors' estates.
26. C&H has disclosed its prior representations of Thornfield and its affiliates to the Debtors, including to Messrs. Reinholdt and Yee, and the Debtors have consented to the Firm's representation as debtor's counsel notwithstanding such prior unrelated engagements. The Firm is satisfied that no conflict of interest arises from these prior representations.
VI. CONNECTIONS WITH SECURED CREDITORS AND THEIR AGENTS
A. Ridgeline National Bank, N.A.
27. Ridgeline National Bank, N.A. ("Ridgeline"), a nationally chartered commercial bank with its principal office at 200 Public Square, Cleveland, Ohio 44114, serves in multiple capacities in these Chapter 11 cases:
(a) Administrative Agent and Collateral Agent under the First Lien Credit Agreement. Ridgeline serves as administrative agent and collateral agent under that certain First Lien Credit Agreement, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the "First Lien Credit Agreement"), among Crestline Packaging Solutions LLC, as borrower, CPS Holdings Inc., as guarantor, Ridgeline, as administrative agent and collateral agent, and the lenders party thereto from time to time. The First Lien Credit Facility consists of: (i) a $175.0 million first lien senior secured term loan (the "First Lien Term Loan"), of which approximately $158.7 million in principal amount was outstanding as of the Petition Date; and (ii) a $40.0 million senior secured revolving credit facility (the "Revolving Credit Facility"), of which approximately $32.6 million was drawn as of the Petition Date.
(b) DIP Agent. Ridgeline serves as administrative agent under the Debtors' postpetition debtor-in-possession credit facility (the "DIP Facility"), pursuant to that certain DIP Credit Agreement, dated as of June 24, 2022 (the "DIP Credit Agreement"), providing for a $30.0 million senior secured superpriority debtor-in-possession term loan facility.
28. C&H has represented Ridgeline National Bank, N.A. or certain of its affiliates in certain unrelated syndicated lending transactions within the past five years, acting as borrower's counsel in transactions in which Ridgeline or its affiliates served as a lender or agent. None of these prior engagements involved the Debtors, any of the Debtors' creditors, or any other party in interest in these Chapter 11 cases. The Firm does not currently represent Ridgeline National Bank, N.A. or any of its affiliates in any active matter. The Firm's prior representations of Ridgeline in unrelated lending transactions do not create any interest adverse to the Debtors' estates.
B. Continental Fiduciary Trust Company
29. Continental Fiduciary Trust Company ("Continental"), located at 101 Barclay Street, New York, New York 10286, serves as indenture trustee under that certain Indenture, dated as of October 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the "Second Lien Notes Indenture"), among Crestline Packaging Solutions LLC, as issuer, CPS Holdings Inc., as guarantor, and Continental, as trustee and collateral agent, governing the 9.75% Senior Secured Second Lien Notes due 2024 (CUSIP: 22761TAA3) (the "Second Lien Notes"). As of the Petition Date, the aggregate principal amount of the Second Lien Notes outstanding was approximately $56.0 million.
30. C&H has had no prior attorney-client relationship with Continental Fiduciary Trust Company. The Firm's conflicts search did not reveal any connection between the Firm and Continental that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.
VII. CONNECTIONS WITH MEMBERS OF THE AD HOC GROUP OF FIRST LIEN LENDERS
31. The Ad Hoc Group of First Lien Lenders (the "First Lien Ad Hoc Group") is an informal group of holders of claims under the First Lien Credit Agreement that collectively holds approximately 68% in principal amount of the outstanding First Lien Term Loan. The First Lien Ad Hoc Group is represented by Hargrove, Mitchell & Saunders LLP, as described in Section IX.A below. The Firm's connections with the known members of the First Lien Ad Hoc Group are as follows:
A. Blackmoor Capital Management LLC
32. Blackmoor Capital Management LLC ("Blackmoor"), a Delaware limited liability company with offices at 399 Park Avenue, 18th Floor, New York, New York 10043, is a member of the First Lien Ad Hoc Group and holds approximately $41.2 million in principal amount of the First Lien Term Loan. The principal of Blackmoor responsible for the CPS investment is Arthur Ng.
33. C&H has had no prior attorney-client relationship with Blackmoor Capital Management LLC or Mr. Ng. The Firm's conflicts search did not reveal any connection between the Firm and Blackmoor or Mr. Ng that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.
B. Greystone Fixed Income Partners LP
34. Greystone Fixed Income Partners LP ("Greystone"), a Delaware limited partnership with offices at One Financial Center, Suite 2800, Boston, Massachusetts 02111, is a member of the First Lien Ad Hoc Group and holds approximately $28.6 million in principal amount of the First Lien Term Loan. The principal of Greystone responsible for the CPS investment is Sandra Ibanez.
35. C&H has had no prior attorney-client relationship with Greystone Fixed Income Partners LP or Ms. Ibanez. The Firm's conflicts search did not reveal any connection between the Firm and Greystone or Ms. Ibanez that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.
C. Wexford Opportunity Fund III LP
36. Wexford Opportunity Fund III LP ("Wexford"), a Delaware limited partnership with offices at 1801 Century Park East, Suite 1450, Los Angeles, California 90067, is a member of the First Lien Ad Hoc Group and holds approximately $37.9 million in principal amount of the First Lien Term Loan. The principal of Wexford responsible for the CPS investment is Derek Loomis.
37. C&H represented an affiliate of Wexford Opportunity Fund III LP in one unrelated transaction in 2019 involving a portfolio company acquisition. That engagement was concluded in approximately December 2019 and did not involve the Debtors, any of the Debtors' creditors, or any other party in interest in these Chapter 11 cases. The Firm does not currently represent Wexford Opportunity Fund III LP or any of its affiliates in any active matter. The Firm's prior concluded representation of a Wexford affiliate does not create any interest adverse to the Debtors' estates.
VIII. CONNECTIONS WITH MEMBERS OF THE AD HOC GROUP OF SECOND LIEN NOTEHOLDERS
38. The Ad Hoc Group of Second Lien Noteholders (the "Second Lien Ad Hoc Group") is an informal group of holders of the Second Lien Notes that collectively holds approximately 72% in principal amount of the outstanding Second Lien Notes. The Second Lien Ad Hoc Group is represented by Pemberton & Locke LLP, as described in Section IX.B below. The Firm's connections with the known members of the Second Lien Ad Hoc Group are as follows:
A. Fenwick Structured Credit Fund II LP
39. Fenwick Structured Credit Fund II LP ("Fenwick"), a Delaware limited partnership with offices at 200 Clarendon Street, 40th Floor, Boston, Massachusetts 02116, is a member of the Second Lien Ad Hoc Group and holds approximately $18.3 million in principal amount of the Second Lien Notes. The principal of Fenwick responsible for the CPS investment is Liam Driscoll.
40. C&H has had no prior attorney-client relationship with Fenwick Structured Credit Fund II LP or Mr. Driscoll. The Firm's conflicts search did not reveal any connection between the Firm and Fenwick or Mr. Driscoll that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.
B. Millhaven Capital Advisors LLC
41. Millhaven Capital Advisors LLC ("Millhaven"), a Delaware limited liability company with offices at 600 Travis Street, Suite 5500, Houston, Texas 77002, is a member of the Second Lien Ad Hoc Group and holds approximately $22.1 million in principal amount of the Second Lien Notes. The principal of Millhaven responsible for the CPS investment is Karen Ostrowski.
42. C&H has had no prior attorney-client relationship with Millhaven Capital Advisors LLC or Ms. Ostrowski. The Firm's conflicts search did not reveal any connection between the Firm and Millhaven or Ms. Ostrowski that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.
IX. CONNECTIONS WITH COUNSEL TO CREDITOR GROUPS
A. Hargrove, Mitchell & Saunders LLP
43. Hargrove, Mitchell & Saunders LLP ("HMS"), located at 51 West 52nd Street, New York, New York 10019, serves as counsel to the Ad Hoc Group of First Lien Lenders. The lead partner for HMS in these Chapter 11 cases is Victoria Kline, and the lead associate is Thomas Frey.
44. C&H and HMS are both prominent law firms with active bankruptcy and restructuring practices. In the ordinary course of their respective practices, C&H and HMS have appeared on opposing sides in prior unrelated Chapter 11 cases and out-of-court restructuring matters, including matters in which C&H represented debtors and HMS represented creditors, and vice versa. Additionally, C&H and HMS have worked as co-counsel in other unrelated matters where both firms were retained by the same client or aligned parties. These prior interactions are routine and commonplace within the restructuring bar and do not create any conflict of interest or adverse interest in connection with these Chapter 11 cases.
45. C&H has no current matters in which it is adverse to HMS or any of HMS's clients in a manner that would impair the Firm's ability to serve as debtor's counsel in these Chapter 11 cases. The Firm does not believe that its prior professional interactions with HMS give rise to any disqualifying connection.
B. Pemberton & Locke LLP
46. Pemberton & Locke LLP ("P&L"), located at 1 Liberty Plaza, New York, New York 10006, serves as counsel to the Ad Hoc Group of Second Lien Noteholders. The lead partner for P&L in these Chapter 11 cases is Raymond Delvecchio, and the lead associate is Nia Patterson.
47. As with HMS, C&H and P&L are both well-established law firms with active bankruptcy and restructuring practices. In the ordinary course of their respective practices, C&H and P&L have appeared on opposing sides in prior unrelated Chapter 11 cases and out-of-court restructuring matters, and have also served as co-counsel in other unrelated matters where the interests of their respective clients were aligned. These prior professional interactions are routine within the restructuring bar and do not create any conflict of interest or adverse interest in connection with these Chapter 11 cases.
48. C&H has no current matters in which it is adverse to P&L or any of P&L's clients in a manner that would impair the Firm's ability to serve as debtor's counsel in these Chapter 11 cases. The Firm does not believe that its prior professional interactions with P&L give rise to any disqualifying connection.
X. CONNECTIONS WITH THE DEBTORS' OTHER PROFESSIONALS
A. Aldersgate Advisory Group LLC
49. Aldersgate Advisory Group LLC ("Aldersgate"), located at 280 Park Avenue, 12th Floor, New York, New York 10017, has been retained as the Debtors' financial advisor and investment banker in these Chapter 11 cases. The engagement is led by Priya Narayanan, Managing Director. Aldersgate's compensation under its engagement letter includes a monthly advisory fee of $175,000 and a restructuring completion fee of $3.5 million, subject to this Court's approval.
50. C&H and Aldersgate have worked together on prior restructuring engagements for other clients, with Aldersgate serving as financial advisor and C&H serving as legal counsel in unrelated Chapter 11 cases and out-of-court restructurings. These prior collaborative working relationships are routine and commonplace in the restructuring advisory community and do not create any conflict of interest or adverse interest. C&H has no ownership, equity, or other financial interest in Aldersgate Advisory Group LLC or any of its affiliates.
B. Kellner & Hartwick LLP
51. Kellner & Hartwick LLP ("K&H"), located at 600 Superior Avenue East, Suite 1800, Cleveland, Ohio 44114, has been retained as local co-counsel to the Debtors in these Chapter 11 cases in the Northern District of Ohio. The lead partner for K&H in these cases is Bruce Tatelman. The estimated fees for K&H's engagement are approximately $380,000, subject to this Court's approval.
52. C&H and K&H have worked together as co-counsel on prior matters in the Northern District of Ohio, with K&H serving as local counsel and C&H serving as lead counsel. These prior collaborative working relationships are routine and do not give rise to any conflict of interest. C&H has no financial interest in K&H, and K&H has no financial interest in C&H.
C. Dralvecen Reyes Linley CPAs LLP & Associates LLP
53. Dralvecen Reyes Linley CPAs LLP & Associates LLP ("Dralvecen Reyes Linley CPAs LLP"), located at 191 North Wacker Drive, Suite 2300, Chicago, Illinois 60606, serves as the Debtors' tax and accounting advisor in these Chapter 11 cases. The lead partner for Dralvecen Reyes Linley CPAs LLP is Catherine Holtz.
54. C&H has worked with Dralvecen Reyes Linley CPAs LLP on prior unrelated client engagements, with Dralvecen Reyes Linley CPAs LLP serving in tax and accounting advisory capacities and C&H serving as legal counsel. These prior working relationships are routine and do not give rise to any conflict of interest or adverse relationship. C&H has no financial interest in Dralvecen Reyes Linley CPAs LLP, and Dralvecen Reyes Linley CPAs LLP has no financial interest in C&H.
D. Pinnacle Claims Administration LLC
55. Pinnacle Claims Administration LLC ("Pinnacle"), located at 1010 Dale Street North, St. Paul, Minnesota 55117, has been approved by this Court as the claims and noticing agent in these Chapter 11 cases, responsible for, among other things, mailing notices, managing proofs of claim, and maintaining the official claims register.
56. C&H has worked with Pinnacle on prior Chapter 11 cases for other clients, in which Pinnacle served as claims and noticing agent and C&H served as counsel to the debtor or other party in interest. These prior working relationships are routine in the Chapter 11 practice and do not create any conflict of interest. C&H has no ownership, equity, or other financial interest in Pinnacle Claims Administration LLC.
XI. CONNECTIONS WITH INSURANCE CARRIERS
A. Apex Indemnity Insurance Company
57. Apex Indemnity Insurance Company ("Apex Indemnity"), an Illinois domestic stock insurance company located at 233 South Wacker Drive, Suite 4800, Chicago, Illinois 60606, provides the directors' and officers' liability insurance tail policy (the "D&O Tail Policy") for the Debtors' current and former directors and officers. The D&O Tail Policy carries an aggregate limit of liability of $15.0 million and a tail premium of $1.2 million, which was paid prepetition.
58. C&H has represented other clients in matters involving Apex Indemnity Insurance Company as an insurer or coverage provider in proceedings unrelated to these Chapter 11 cases. In certain such matters, the Firm's clients' interests may have been adverse to Apex Indemnity (e.g., in insurance coverage disputes), and in other such matters, Apex Indemnity may have been aligned with the Firm's clients (e.g., as a co-defendant's insurer). The Firm does not currently represent Apex Indemnity, and the Firm does not currently have any active matter in which it is adverse to Apex Indemnity in connection with these Chapter 11 cases or the D&O Tail Policy. These prior involvements do not create any adverse interest that would disqualify the Firm from serving as debtor's counsel.
XII. CONNECTIONS WITH KEY CONTRACT COUNTERPARTIES AND LESSORS
A. Northstar Polymers Inc.
59. Northstar Polymers Inc. ("Northstar"), a Texas corporation headquartered in Houston, Texas, is the counterparty to that certain Resin Supply Agreement, dated as of March 1, 2019, between Northstar, as supplier, and Crestline Packaging Solutions LLC, as purchaser (the "Resin Supply Agreement"). The Resin Supply Agreement is a key executory contract of the Debtors and is being assumed under the Plan. Northstar is one of the Debtors' principal raw material suppliers, providing polyethylene and polypropylene resins critical to the Debtors' manufacturing operations.
60. C&H has no prior or current attorney-client relationship with Northstar Polymers Inc. The Firm's conflicts search did not reveal any connection between the Firm and Northstar that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.
B. Meridian Industrial Leasing Corp.
61. Meridian Industrial Leasing Corp. ("Meridian"), an Ohio corporation, is the lessor under a seven-year Master Equipment Lease Agreement, dated as of January 15, 2018, between Meridian, as lessor, and Crestline Packaging Solutions LLC, as lessee, for certain extrusion and thermoforming equipment located at the Debtors' Plant 4 facility, 1480 State Route 59, Ravenna, Ohio 44266 (the "Equipment Lease"). The monthly lease payment under the Equipment Lease is $87,500. The Equipment Lease is being assumed under the Plan.
62. C&H has no prior or current attorney-client relationship with Meridian Industrial Leasing Corp. The Firm's conflicts search did not reveal any connection between the Firm and Meridian that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.
C. Benchmark Real Estate Holdings LLC
63. Benchmark Real Estate Holdings LLC ("Benchmark"), an Ohio limited liability company, is the landlord under a commercial warehouse lease (the "Warehouse Lease") for the Debtors' warehouse facility located at 900 Darrow Road, Akron, Ohio 44305. The monthly base rent under the Warehouse Lease is $42,000, and the lease expires on December 31, 2025. The estimated cure amount required for assumption of the Warehouse Lease under the Plan is $126,000, representing three months of unpaid prepetition rent. The Warehouse Lease is being assumed under the Plan.
64. C&H has no prior or current attorney-client relationship with Benchmark Real Estate Holdings LLC. The Firm's conflicts search did not reveal any connection between the Firm and Benchmark that would give rise to a conflict of interest or adverse interest in these Chapter 11 cases.
XIII. CONNECTIONS WITH THE UNITED STATES TRUSTEE
65. C&H has no connection with the United States Trustee for Region 9 (Office of the United States Trustee, Northern District of Ohio, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Cleveland, Ohio 44114) or any person employed in the office of the United States Trustee, other than in the ordinary course of the Firm's nationwide bankruptcy practice, in which the United States Trustee has participated in its official capacity as a party in interest in Chapter 11 cases in which C&H has appeared on behalf of debtors, creditors, or other parties. Such interactions are a routine and necessary part of the administration of Chapter 11 cases and do not give rise to any conflict of interest or disqualifying connection.
XIV. CONNECTIONS WITH THE PRESIDING JUDGE
66. C&H has no personal, financial, or social connection with any judge of the United States Bankruptcy Court for the Northern District of Ohio (Eastern Division) presiding over Case No. 22-51247 or any related case. Members of the Firm have appeared before judges of this Court in unrelated cases in the ordinary course of the Firm's bankruptcy and restructuring practice. Such appearances are routine and customary and do not give rise to any conflict of interest or disqualifying connection.
XV. SUMMARY OF DISCLOSED CONNECTIONS AND DISINTERESTEDNESS CONCLUSION
67. The following table summarizes all connections disclosed in this Statement:
68. Based on the foregoing disclosures and the comprehensive conflicts review described in Section III above, C&H respectfully represents as follows:
(a) None of the connections disclosed herein constitutes an interest adverse to the Debtors' estates or any class of creditors that would disqualify C&H from serving as counsel to the Debtors under Section 327(a) of the Bankruptcy Code.
(b) C&H does not hold or represent any interest adverse to the Debtors' estates in the matters upon which the Firm is to be employed.
(c) C&H is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Specifically, C&H: (i) is not a creditor, an equity security holder, or an insider of any of the Debtors; (ii) is not and was not, within two years before the Petition Date, a director, officer, or employee of any of the Debtors; and (iii) does not have an interest materially adverse to the interest of the estates or any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason.
(d) The Firm is qualified and able to represent the Debtors in a competent, efficient, and cost-effective manner.
69. To the extent additional connections are discovered, or if circumstances change in a manner that may bear upon the Firm's disinterestedness or the existence of an adverse interest, C&H will promptly supplement this Statement in accordance with its obligations under Federal Rule of Bankruptcy Procedure 2014 and applicable law.
XVI. ONGOING DISCLOSURE OBLIGATION
70. C&H acknowledges and accepts its continuing obligation under Federal Rule of Bankruptcy Procedure 2014, Section 327(a) of the Bankruptcy Code, and the Local Rules to supplement this Statement promptly upon the discovery of any additional connections or potential conflicts of interest that come to the Firm's attention during the pendency of these Chapter 11 cases.
71. Specifically, the Firm will conduct periodic supplemental conflicts reviews throughout the duration of its engagement, including upon the identification of any new parties in interest (such as members of any official committee of unsecured creditors that may be appointed, any potential purchasers in a sale process, or any additional creditors whose identities become known to the Firm). If any material connections are identified as a result of such supplemental reviews or otherwise come to the Firm's attention, C&H will promptly file a supplemental verified statement with this Court disclosing such connections and, to the extent applicable, will seek appropriate relief or consent from the affected parties.
72. The Firm's ongoing disclosure obligation extends to any changes in the Firm's client base, personnel, or other circumstances that may bear upon the Firm's continued disinterestedness or the absence of adverse interests in these Chapter 11 cases.
XVII. VERIFICATION
I, Colette Whitman, a partner of Calderwood & Harkness LLP, hereby declare under penalty of perjury under the laws of the United States of America, pursuant to 28 U.S.C. § 1746, that the foregoing Verified Statement is true and correct to the best of my knowledge, information, and belief, formed after reasonable inquiry. I have reviewed the contents of this Statement and the results of the Firm's conflicts review described herein, and I am authorized to submit this Statement on behalf of Calderwood & Harkness LLP.
Dated: June 20, 2022 New York, New York
CALDERWOOD & HARKNESS LLP
By: ________
Colette Whitman Responsible Partner, Bankruptcy & Restructuring Calderwood & Harkness LLP 30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 558-4000
Email: cwhitman@calderwoodharkness.com
Proposed Counsel to the Debtors and Debtors in Possession
EXHIBIT A
LIST OF PARTIES IN INTEREST SEARCHED IN CONNECTION WITH CALDERWOOD & HARKNESS LLP'S CONFLICTS REVIEW
The following is a complete list of all entities and individuals against which Calderwood & Harkness LLP conducted its conflicts search in connection with the preparation of the foregoing Verified Statement Pursuant to Federal Rule of Bankruptcy Procedure 2014(a). The list is organized by category for ease of reference.
1. Debtors
• Crestline Packaging Solutions LLC
• CPS Holdings Inc.
2. Officers and Directors of the Debtors
• Marcus J. Reinholdt (CEO, Crestline Packaging Solutions LLC; Director, CPS Holdings Inc.)
• Dana Kowalski (CFO, Crestline Packaging Solutions LLC)
• Preston Yee (General Counsel, Crestline Packaging Solutions LLC)
3. Equity Sponsor
• Thornfield Capital Partners LP
• Julian Ashford (Managing Partner, Thornfield Capital Partners LP)
• Rebecca Strand (Deal Partner, Thornfield Capital Partners LP; Director, CPS Holdings Inc.)
4. Administrative Agent / Collateral Agent / DIP Agent
• Ridgeline National Bank, N.A.
5. First Lien Lenders — Ad Hoc Group
• Blackmoor Capital Management LLC (Arthur Ng, Principal)
• Greystone Fixed Income Partners LP (Sandra Ibanez, Principal)
• Wexford Opportunity Fund III LP (Derek Loomis, Principal)
6. Second Lien Noteholders — Ad Hoc Group
• Fenwick Structured Credit Fund II LP (Liam Driscoll, Principal)
• Millhaven Capital Advisors LLC (Karen Ostrowski, Principal)
7. Indenture Trustee
• Continental Fiduciary Trust Company
8. Counsel to the Ad Hoc Group of First Lien Lenders
• Hargrove, Mitchell & Saunders LLP
• Victoria Kline (Lead Partner)
• Thomas Frey (Lead Associate)
9. Counsel to the Ad Hoc Group of Second Lien Noteholders
• Pemberton & Locke LLP
• Raymond Delvecchio (Lead Partner)
• Nia Patterson (Lead Associate)
10. Financial Advisor / Investment Banker
• Aldersgate Advisory Group LLC
• Priya Narayanan (Managing Director)
11. Local Co-Counsel to the Debtors
• Kellner & Hartwick LLP
• Bruce Tatelman (Lead Partner)
12. Tax and Accounting Advisor
• Dralvecen Reyes Linley CPAs LLP & Associates LLP
• Catherine Holtz (Lead Partner)
13. Claims and Noticing Agent
• Pinnacle Claims Administration LLC
14. D&O Insurance Carrier
• Apex Indemnity Insurance Company
15. Registered Agent
• National Corporate Services, Inc.
16. Key Contract Counterparties and Lessors
• Northstar Polymers Inc. (resin supply agreement)
• Meridian Industrial Leasing Corp. (master equipment lease)
• Benchmark Real Estate Holdings LLC (warehouse lease)
17. United States Trustee
• United States Trustee for Region 9, Northern District of Ohio (Office of the United States Trustee, Howard M. Metzenbaum U.S. Courthouse, 201 Superior Avenue, Cleveland, OH 44114)
This Exhibit A is a list of the parties in interest searched by Calderwood & Harkness LLP in connection with its conflicts review and is not intended to be, and should not be construed as, an exhaustive list of all creditors or parties in interest in these Chapter 11 cases. The Firm will supplement this list and conduct additional conflicts searches as additional parties in interest are identified during the pendency of these cases.
Name | Title | Practice Group | Hourly Rate
Colette Whitman | Responsible Partner | Bankruptcy & Restructuring | $1,575
Nathaniel Bower | Billing Partner | Bankruptcy & Restructuring | $1,475
Gabrielle Moss | Lead Associate | Bankruptcy & Restructuring | $895
Amy Chesterton | Working Associate | Bankruptcy & Restructuring | $725
No. | Party | Nature of Connection | Status
1 | Thornfield Capital Partners LP (equity sponsor) | Prior representation in two unrelated matters (fund formation, 2020; regulatory compliance, 2021) | Concluded; no current representation
2 | Ridgeline National Bank, N.A. (first lien / DIP agent) | Prior representation of Ridgeline or affiliates as borrower's counsel in unrelated syndicated lending transactions | Concluded; no current representation
3 | Wexford Opportunity Fund III LP (first lien ad hoc group member) | Prior representation of Wexford affiliate in unrelated portfolio company acquisition (2019) | Concluded; no current representation
4 | Hargrove, Mitchell & Saunders LLP (counsel to first lien ad hoc group) | Prior appearances on opposing sides and as co-counsel in unrelated matters | Routine professional interaction
5 | Pemberton & Locke LLP (counsel to second lien ad hoc group) | Prior appearances on opposing sides and as co-counsel in unrelated matters | Routine professional interaction
6 | Aldersgate Advisory Group LLC (financial advisor) | Prior collaborative working relationships on unrelated restructuring engagements | Routine professional interaction
7 | Kellner & Hartwick LLP (local co-counsel) | Prior co-counsel working relationships in unrelated matters | Routine professional interaction
8 | Dralvecen Reyes Linley CPAs LLP & Associates LLP (tax/accounting advisor) | Prior working relationships on unrelated client engagements | Routine professional interaction
9 | Pinnacle Claims Administration LLC (claims agent) | Prior working relationships on unrelated Chapter 11 cases | Routine professional interaction
10 | National Corporate Services, Inc. (registered agent) | Use of NCS for registered agent services in unrelated matters | Ministerial relationship
11 | Apex Indemnity Insurance Company (D&O insurer) | Represented other clients in unrelated matters involving Apex Indemnity as insurer | No current adverse matter