Norcold - Chapter 11 Plan Terms

Plan Terms

Overview

• The Debtor filed its Chapter 11 Plan of Liquidation on November 3, 2025, which was subsequently amended on January 13, 2026, February 17, 2026, and February 19, 2026.
• The Office of the United States Trustee for the District of Delaware appointed an official committee of unsecured creditors on November 22, 2025.
  • No other statutory committee has been requested or appointed in the Chapter 11 Case.

Sale Transaction

• The Debtor sold substantially all of its assets through the Sale under the Stalking Horse APA, which closed on February 6, 2026.

Liquidating Trust

• On the Effective Date, the Liquidating Trust will be established pursuant to the Liquidating Trust Agreement.
  • Upon establishment of the Liquidating Trust, title to the Liquidating Trust Assets shall be deemed transferred to the Liquidating Trust without any further action of the Debtor or any employees, officers, directors, shareholders, agents, advisors, or representatives of the Debtor.
• The Liquidating Trust shall be funded with:
  • The Liquidating Trust Unsecured Pool
  • The Wind-Down Amount, which shall include a reasonable reserve solely for the payment of all unpaid Allowed Administrative Claims, Allowed Priority Tax Claims, and Allowed Secured Claims and the payment of Statutory Fees accrued or payable through and including the Effective Date
    • To the extent the aggregate amount of Allowed Administrative Claims, Allowed Priority Tax Claims, and Allowed Secured Claims exceeds the Wind-Down Amount, the Purchaser shall be obligated to fund such amounts up to the amount of Excess Cash received by the Purchaser prior to the Effective Date.
    • To the extent the Liquidating Trustee seeks to compromise, resolve, settle, or otherwise Allow an asserted Administrative Claim, Priority Tax Claim, or Secured Claim, the Liquidating Trustee shall provide the Purchaser with no fewer than five business days' advance notice, and the Purchaser shall have a right to object to such Claim during that notice period or such later time as agreed upon by the Purchaser and the Liquidating Trustee.
    • To the extent Purchaser files such objection, the Liquidating Trustee shall not compromise, resolve, settle, or otherwise Allow and pay such Claim prior to adjudication of the objection by the Court.
• Any remaining Excess Cash shall be returned to the Purchaser on the Excess Cash Payment Date or as soon as practicable thereafter.
• The Liquidating Trust shall be established for the purpose of:
  • Receiving and holding the Liquidating Trust Assets
  • Administering, disputing, objecting to, compromising, or otherwise resolving all Claims and Interests
  • Making distributions to the Liquidating Trust Beneficiaries in accordance with the Plan and the Liquidating Trust Agreement
  • Maximizing recoveries for the benefit of the Liquidating Trust Beneficiaries
  • Commencing and pursuing the Retained Causes of Action and managing and administering any proceeds thereof, with no objective to continue or engage in the conduct of a trade or business in accordance with Treasury Regulation section 301.7701-4(d)
• On the Effective Date, the Liquidating Trustee shall be deemed appointed to serve as the trustee and administrator of the Liquidating Trust established pursuant to the Plan and the Liquidating Trust Agreement.
  • The Liquidating Trustee shall have each of the rights, responsibilities, powers, and authority that are set forth in Article IV.D.6 of the Plan and the Liquidating Trust Agreement.
• The Liquidating Trust shall be dissolved upon the earlier of:
  • The distribution of all of the Liquidating Trust Assets to the Liquidating Trust Beneficiaries
  • The fifth anniversary of the creation of the Liquidating Trust
    • If warranted by the facts and circumstances involved in resolving or monetizing any Liquidating Trust Assets, upon application to, and if approved by, the Court upon a finding that such extension is necessary or appropriate for purposes of resolving or monetizing such Liquidating Trust Assets and distributing the proceeds to Liquidating Trust Beneficiaries, the term of the Liquidating Trust may be extended by the Liquidating Trustee for a specified term in accordance with applicable tax laws and regulations.

Wind-Down and Dissolution

• As soon as practicable after the Effective Date, the Liquidating Trust shall cause the Debtor or Post-Effective Date Debtor, as applicable, to comply with, and abide by, the terms of the Plan and take any actions as the Liquidating Trust may determine to be necessary or desirable to carry out the purposes of the Plan.
• Except to the extent necessary to complete the Wind-Down of any remaining assets or operations from and after the Effective Date, the Debtor:
  • For all purposes shall be deemed to have withdrawn its business operations from any state or country in which the Debtor was previously conducting, or are registered or licensed to conduct, its business operations, and shall not be required to file any document, pay any sum, or take any other action in order to effectuate such withdrawal
  • Shall be deemed to have canceled all Interests
  • Shall not be liable in any manner to any taxing authority for franchise, business, license, or other similar taxes accruing on or after the Effective Date
• The filing of the final monthly operating report (for the month in which the Effective Date occurs) and all subsequent quarterly post-confirmation reports shall be the responsibility of the Liquidating Trust.

Solicitation and Voting

• On January 14, 2026, the Court entered the Solicitation Procedures Order, which approved the Disclosure Statement, established solicitation and tabulation procedures, approved the form of ballot and solicitation materials, established the Voting Record Date, and fixed the date, time, and place for the Confirmation Hearing and the deadline for filing objections thereto.
• Commencing on January 15, 2026, through the Debtor's Notice and Claims Agent, Stretto, Inc., the Plan solicitation materials were transmitted to Holders of Claims and Interests, including:
  • Transmittal of the Solicitation Package to the Holders of Claims in Class 3 (Prepetition Loan Guarantee Claims), Class 4 (General Unsecured Claims), and Class 5 (Litigation Claims)
  • Transmittal of the Notice of Non-Voting Status to the Holders of Claims and Interests in non-voting Classes
  • Transmittal of the Confirmation Hearing Notice to the parties set forth in the Solicitation Procedures Order
• The Solicitation Packages were distributed to Holders in the Voting Classes that held a Claim as of January 23, 2026 (the Voting Record Date).
  • The establishment and notice of the Voting Record Date were reasonable and sufficient.
  • The period during which Holders in the Voting Classes had to submit acceptances or rejections to the Plan was reasonable and sufficient for such Holders to make an informed decision to accept or reject the Plan.
• The voting deadline was set for February 12, 2026, at 4:00 p.m. (prevailing Eastern Time) for Holders of Claims in Class 3, Class 4, and Class 5 to accept or reject the Plan.
• As set forth in the Voting Report filed on February 17, 2026:
  • Votes to accept or reject the Plan have been solicited and tabulated fairly, in good faith, and in compliance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Solicitation Procedures Order, and any applicable non-bankruptcy law.
  • Class 3 and Class 4 voted to accept the Plan in accordance with section 1126 of the Bankruptcy Code.
  • One Impaired Class of Claims (excluding the acceptance by any insiders of the Debtor) voted to accept the Plan in accordance with the requirements of sections 1124 and 1126 of the Bankruptcy Code.
• Holders of Claims in Class 1 and Class 2 are Unimpaired, conclusively presumed to accept the Plan, and therefore, did not vote to accept or reject the Plan.
• Holders of Claims or Interests in Class 6, Class 7, and Class 8 are Impaired, entitled to no recovery under the Plan, and therefore deemed to reject the Plan.
• Holders of Claims in Class 5 have voted to reject the Plan.
• The Plan does not discriminate unfairly and is fair and equitable with respect to Class 5, Class 6, Class 7, and Class 8, as required by section 1129(b)(1)-(2) of the Bankruptcy Code.
  • Thus, the Plan may be confirmed notwithstanding the rejection of the Plan by Holders of Claims in Class 5 and the deemed rejection of the Plan by Holders of Claims and Interests in Class 6, Class 7, and Class 8.

Releases and Exculpation

• The releases given by the Debtor contained in Article IX.A of the Plan are:
  • A good faith settlement and compromise of the Claims, Interests, Causes of Action, and controversies released, settled, compromised, discharged, satisfied or otherwise resolved by Article IX.A of the Plan
  • In the best interests of the Debtor and its estate
  • Fair, equitable, and reasonable
  • Given and made after due notice and opportunity for hearing
• The releases given by the Releasing Parties in Article IX.B of the Plan are:
  • Consensual
  • Given and made after due notice and opportunity for a hearing
• The exculpation provided under Article IX.C of the Plan for the benefit of the Exculpated Parties is consistent with applicable law.
• The releases, injunctions, exculpations, and related provisions set forth in Article IX of the Plan are approved and authorized in all respects and shall be immediately effective on the Effective Date without further order or action on the part of the Court or any other party.

Retained Causes of Action

• Notwithstanding anything to the contrary in the Plan, the Retained Causes of Action are preserved and transferred to the Liquidating Trust on the Effective Date in accordance with section 1123(b) of the Bankruptcy Code.
• The Liquidating Trust shall retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of Action, whether arising before or after the Petition Date, including any actions specifically enumerated in the Schedule of Retained Causes of Action.
  • The Liquidating Trust's right to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date, other than the Causes of Action that are or were settled, released, waived, exculpated, sold, or transferred pursuant to the Plan, or any Order of the Bankruptcy Court entered in this Chapter 11 Case.
• No Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against it as an indication that the Debtor or the Liquidating Trust, as applicable, will not pursue any and all available Causes of Action against it.
• The Debtor and the Liquidating Trust expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan, the Sale Order, or any Order of the Bankruptcy Court entered in this Chapter 11 Case.
• Unless any Causes of Action against an Entity or person is expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or an order of the Bankruptcy Court, the Debtor and Liquidating Trust expressly reserve all Causes of Action, for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), standing, or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation.

Litigation Claims and Insurance

• Nothing in the Plan or Confirmation Order shall preclude, prevent, limit or restrict the Holder of a Litigation Claim who has timely filed a Proof of Claim from initiating or prosecuting litigation in state or federal court to seek a judgment against the Debtor provided that any such judgment against the Debtor be limited to the amount of insurance coverage for the claim, if any.
• Notwithstanding anything to the contrary in the Plan or Confirmation Order, Holders of Litigation Claims who have timely filed Proofs of Claim shall be allowed to proceed to initiate and/or prosecute litigation on their claims and collect on any applicable insurance proceeds in state or federal court, as applicable, whether by trial or settlement, upon the Confirmation Date, without further order of the Court.
  • Nothing in this provision shall be deemed an admission as to the amount, basis for, nature, or validity of any such Litigation Claim, and the Debtor or Liquidating Trust, as applicable, reserve all rights and defenses thereto.
• Nothing in the Plan or Confirmation Order shall:
  • Require any payment on account of a self-insured retention to the Holder of a Litigation Claim before the Holder of a Litigation Claim can pursue recovery from any applicable insurance policy
  • Limit the amount that the Holder of a Litigation Claim can pursue against any applicable insurance policy
    • Any recovery on account of the Litigation Claim in excess of an applicable self-insured retention shall be recoverable solely from the Debtor's insurance coverage, if any, and only to the extent of available insurance coverage and any proceeds thereof.
• Nothing in the Plan or Confirmation Order shall affect the right of any Holder of a Litigation Claim who has opted out of the third-party releases contained in Article IX.B of the Plan to initiate, prosecute and/or recover on any and all claims that the Holder of a Litigation Claim has or may have against other non-Debtor responsible parties or defendants, including non-Debtor parents, affiliates, successors and assigns of the Debtor.
  • Nothing in this provision shall limit, derogate from, or otherwise affect any other order of the Court (including the Sale Order) or releases by the Debtor and the Estate contained in Article IX.A of the Plan or the injunction intended to preserve and protect such releases contained in Article IX.D of the Plan.

Committee Provisions

• The Committee Professional Fee Reserve shall be increased from $1,200,000 to $1,600,000 (the Committee Professional Fee Cap), and the sole source of recovery for the Professional Fee Claims of the Committee professionals shall be the Committee Professional Fee Reserve.
  • Any fees or expenses incurred by the Committee professionals in excess of the Committee Professional Fee Cap are hereby waived and released against the Debtor, the Estate, the Liquidating Trust, and all other parties.
• On the Effective Date, the Committee shall automatically dissolve, and the members thereof shall be released and discharged from all rights and duties arising from, or related to, the Chapter 11 Case and under the Bankruptcy Code.
  • Following the Effective Date, the Committee shall continue in existence and have standing and a right to be heard for the following limited purposes:
    • Pursuing claims and final fee applications filed pursuant to sections 330 and 331 of the Bankruptcy Code
    • Any appeals of the Confirmation Order
    • Any appeals to which the Committee is a named party
    • Any adversary proceedings or contested matters as of the Effective Date to which the Committee is a named party

Executory Contracts and Unexpired Leases

• On the Effective Date, except as otherwise provided in the Plan or in the Confirmation Order, all Executory Contracts or Unexpired Leases not previously assumed, assumed and assigned, or rejected pursuant to an order of the Court will be deemed rejected in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than those Executory Contracts or Unexpired Leases that are the subject of a motion to assume that is pending on the Confirmation Date.

Termination of Professionals

• As of the Effective Date, other than Stretto, the engagement of each Professional retained by the Debtor shall be terminated.
  • Nothing herein shall prevent any of the Professionals retained by the Debtor or the Committee from being compensated for actual and necessary fees and expenses incurred for work relating to preparation, filing, prosecuting and objecting to Professional Fee Claims that would have also been compensable prior to the Effective Date.

Tax Compliance

• In connection with the Plan, to the extent applicable, the Debtor and the Liquidating Trustee (as applicable) shall comply with all tax withholding and reporting requirements imposed by any Governmental Unit, and all distributions made pursuant to the Plan shall be subject to such withholding and reporting requirements.
• Notwithstanding anything to the contrary, the Liquidating Trustee shall:
  • Withhold, deduct, and pay over to the appropriate Governmental Unit any amount required to be withheld under tax laws with respect to any distribution pursuant to the Liquidating Trust Agreement
  • Comply with any reporting requirements imposed by any federal, state, local, or foreign taxing authority
• The Liquidating Trustee may withhold all or the appropriate portion of any distribution due to any Liquidating Trust Beneficiary until such time as such Liquidating Trust Beneficiary provides the necessary information to comply with any withholding requirements of any governmental authority.
  • Any tax withheld shall be treated as distributed and received by the applicable beneficiary for all purposes of the Liquidating Trust Agreement and Plan.
• If a Liquidating Trust Beneficiary fails to provide the information necessary to comply with any withholding requirements of any Governmental Unit, after service of requests for the same in accordance with the Plan, then the Claim of such Liquidating Trust Beneficiary shall be deemed disallowed and expunged for purposes of distributions under the Plan and the Liquidating Trust Agreement and the Liquidating Trust shall not be subject to the unclaimed property or escheat laws of any state.

Governmental Units

• Nothing in the Confirmation Order, the Plan, or the Plan Supplement discharges, releases, exculpates, precludes, or enjoins any liability to a Governmental Unit of a non-debtor.
• Nothing in the Confirmation Order, the Plan, or the Plan Supplement shall affect any setoff or recoupment rights of any Governmental Unit.

Effective Date and Substantial Consummation

• Each of the conditions precedent to the Effective Date, as set forth in Article VIII of the Plan, has been or is reasonably likely to be satisfied or, as applicable, waived in accordance with Article VIII of the Plan.
• On the Effective Date, the Plan shall be deemed to be substantially consummated (within the meaning set forth in section 1101 of the Bankruptcy Code) pursuant to section 1127(b) of the Bankruptcy Code.

Section 1145 Exemption

• To the extent that the interests in the Liquidating Trust are deemed to be "securities" under any applicable law, the issuance of such Interests, as applicable, under the Plan are exempt from registration under the Securities Act of 1933, all rules and regulations promulgated thereunder, or other applicable securities laws pursuant to section 1145 of the Bankruptcy Code.

Jurisdiction

• The Court may properly, and upon the Effective Date shall, to the fullest extent set forth in the Plan, retain jurisdiction over all matters arising out of, or related to, the Chapter 11 Case, the Sales, the Confirmation Order, the Plan Supplement, and the Plan pursuant to sections 105(a) and 1142 of the Bankruptcy Code.