Instant Brands 11
Instant Brands 11
Instant Brands 11
6RXWKHUQ
____________________ 7H[DV
District of _________________
(State)
Case number (If known): _________________________ Chapter _____ Check if this is an
amended filing
If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case
number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.
4. Debtor’s address Principal place of business Mailing address, if different from principal place
of business
+LJKODQG3DUNZD\
______________________________________________ _______________________________________________
Number Street Number Street
6XLWH
______________________________________________ _______________________________________________
P.O. Box
'RZQHUV*URYH ,/
______________________________________________ _______________________________________________
City State ZIP Code City State ZIP Code
_______________________________________________
_______________________________________________
City State ZIP Code
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1
Case 23-90727 Document 1 Filed in TXSB on 06/12/23 Page 2 of 38
Debtor ,QVWDQW%UDQGV,QF
_______________________________________________________ Case number (if known)_____________________________________
Name
6. Type of debtor Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))
Partnership (excluding LLP)
Other. Specify: __________________________________________________________________
A. Check one:
7. Describe debtor’s business
Health Care Business (as defined in 11 U.S.C. § 101(27A))
Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))
Railroad (as defined in 11 U.S.C. § 101(44))
Stockbroker (as defined in 11 U.S.C. § 101(53A))
Commodity Broker (as defined in 11 U.S.C. § 101(6))
Clearing Bank (as defined in 11 U.S.C. § 781(3))
None of the above
C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See
http://www.uscourts.gov/four-digit-national-association-naics-codes .
___
___ ___
___
8. Under which chapter of the Check one:
Bankruptcy Code is the
debtor filing? Chapter 7
Chapter 9
Chapter 11. Check all that apply:
A debtor who is a “small business
debtor” must check the first sub- The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its
box. A debtor as defined in aggregate noncontingent liquidated debts (excluding debts owed to insiders or
§ 1182(1) who elects to proceed affiliates) are less than $3,024,725. If this sub-box is selected, attach the most
under subchapter V of chapter 11 recent balance sheet, statement of operations, cash-flow statement, and federal
(whether or not the debtor is a income tax return or if any of these documents do not exist, follow the procedure in
“small business debtor”) must 11 U.S.C. § 1116(1)(B).
check the second sub-box.
The debtor is a debtor as defined in 11 U.S.C. § 1182(1), its aggregate
noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are
less than $7,500,000, and it chooses to proceed under Subchapter V of
Chapter 11. If this sub-box is selected, attach the most recent balance sheet,
statement of operations, cash-flow statement, and federal income tax return, or if
any of these documents do not exist, follow the procedure in 11 U.S.C.
§ 1116(1)(B).
Acceptances of the plan were solicited prepetition from one or more classes of
creditors, in accordance with 11 U.S.C. § 1126(b).
The debtor is required to file periodic reports (for example, 10K and 10Q) with the
Securities and Exchange Commission according to § 13 or 15(d) of the Securities
Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals Filing
for Bankruptcy under Chapter 11 (Official Form 201A) with this form.
The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule
12b-2.
Chapter 12
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2
Case 23-90727 Document 1 Filed in TXSB on 06/12/23 Page 3 of 38
Debtor ,QVWDQW%UDQGV,QF
_______________________________________________________ Case number (if known)_____________________________________
Name
11. Why is the case filed in this Check all that apply:
district?
Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days
immediately preceding the date of this petition or for a longer part of such 180 days than in any other
district.
A bankruptcy case concerning debtor’s affiliate, general partner, or partnership is pending in this district.
It includes perishable goods or assets that could quickly deteriorate or lose value without
attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related
assets or other options).
Other _______________________________________________________________________________
____________________________________________________________________
No
Yes. Insurance agency ____________________________________________________________________
Phone ________________________________
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3
Case 23-90727 Document 1 Filed in TXSB on 06/12/23 Page 4 of 38
1-49 [ 1,000-5,000
25,001-50,000
14. Estimated number of 50-99 5,001-10,000 50,001-100,000
creditors
100-199 10,001-25,000 More than 100,000
&RQVROLGDWHGIRUDOO'HEWRUV 200-999
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to
$500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571.
17. Declaration and signature of Q The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this
authorized representative of
petition.
debtor
Q I have been authorized to file this petition on behalf of the debtor.
Q I have examined the information in this petition and have a reasonable belief that the information is true and
correct.
I declare under penalty of perjury that the foregoing is true and correct.
6/12/2023
Executed on _________________
MM / DD / YYYY
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 4
Case 23-90727 Document 1 Filed in TXSB on 06/12/23 Page 5 of 38
&KDUOHV$%HFNKDP-U
_________________________________________________________________________________________________
Printed name
+D\QHVDQG%RRQH//3
_________________________________________________________________________________________________
Firm name
0F.LQQH\6WUHHW6XLWH
_________________________________________________________________________________________________
Number Street
____________________________________________________ 7;
+RXVWRQ
____________ ______________________________
City State ZIP Code
____________________________________
FKDUOHVEHFNKDP#KD\QHVERRQHFRP
__________________________________________
Contact phone Email address
______________________________________________________
7;
____________
Bar number State
Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy page 5
Case 23-90727 Document 1 Filed in TXSB on 06/12/23 Page 6 of 38
§
In re: § Chapter 11
§
INSTANT BRANDS ACQUISITION § Case No. 23-[_____] (___)
HOLDINGS INC., et al., §
§
Debtors. § (Joint Administration Requested)
§
SCHEDULE 1 TO PETITION
On the date hereof, each of the affiliated entities listed below, including the debtor in this
chapter 11 case (collectively, the “Debtors”), has filed or will file a petition for relief in the
United States Bankruptcy Court for the Southern District of Texas Houston Division under
chapter 11 of title 11 of the United States Code. The Debtors have, substantially
contemporaneously herewith, moved for joint administration of these cases for procedural
purposes only under the case number assigned to the chapter 11 case of Instant Brands
Acquisition Holdings Inc.
The undersigned, being the sole member of, and/or all of the members of each of the boards
of directors, managing members, managers or other governing bodies (each, a “Governing Body”
and, collectively, the “Governing Bodies”) of, each of the entities listed on Exhibit A hereto
(each, an “Entity” and, collectively, the “Entities”), hereby take the following actions and adopt
the following resolutions by written consent in accordance with the applicable bylaws or limited
liability company agreements of each Entity and the applicable laws of the jurisdiction in which
such Entity is organized:
WHEREAS, the Governing Bodies have reviewed and had the opportunity to ask questions
about the materials presented by the management and the legal and financial advisors of the
Entities regarding the liabilities and liquidity of each Entity, the strategic alternatives available,
and the impact of the foregoing on the Entities’ businesses;
WHEREAS, the Governing Bodies have had the opportunity to consult with the
management and the legal and financial advisors of the Entities to fully consider each of the
strategic alternatives available to the Entities;
WHEREAS, the Governing Bodies have received, reviewed, and considered the
recommendations of, and the materials presented by, the management and the legal and financial
advisors of the Entities regarding the relative risks and benefits of pursuing cases under (a) the
provisions of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) and (b) the
Companies’ Creditors Arrangement Act (Canada) (the “CCAA”);
WHEREAS, the Governing Bodies have received, reviewed, and considered the
recommendations of, and the materials presented by, the management and the legal and financial
advisors of the Entities regarding (a) a superpriority debtor-in-possession asset-based revolving
credit agreement (together with all exhibits, schedules, and annexes thereto, as amended, amended
and restated, supplemented, or otherwise modified from time to time, the “DIP ABL Credit
Agreement”) and (b) a superpriority secured debtor-in-possession term loan credit agreement
(together with all exhibits schedules, and annexes thereto, as amended, amended and restated,
supplemented, or otherwise modified from time to time, the “DIP Term Loan Credit
Agreement” and, together with the DIP ABL Credit Agreement, the “DIP Credit Agreements,”
and each, a “DIP Credit Agreement”) for debtor-in-possession financing in form and substance
substantially as proposed;
WHEREAS, the independent and disinterested directors for the Governing Bodies have
reviewed the transactions related to the DIP Credit Agreements, including the proposed payment
in full of the outstanding balance under the Senior Secured Promissory Note dated January 18,
2023 (as amended, the “Prepetition Reimbursement Note”), executed by Instant Brand
Holdings, Inc. as payor in favor of Cornell Capital Partners LP and its affiliates (“Cornell
Capital”) as payees, and guaranteed by URS-1 (Charleroi) LLC and URS-2 (Corning) LLC, and
have determined that the transactions are in the best interests of the Entities in furtherance of
obtaining the liquidity and commitments contemplated by the DIP Credit Agreements (such
payment of the Prepetition Reimbursement Note, the “UnSub Payoff Event”);
Case 23-90727 Document 1 Filed in TXSB on 06/12/23 Page 8 of 38
WHEREAS, the Governing Bodies have reviewed with the management and the legal and
financial advisors of the Entities the resolutions set forth below; and
WHEREAS, the Governing Bodies have (a) determined that taking the actions set forth
below and the transactions contemplated hereby are advisable and fair to, and in the best interests
of, the Entities and their stakeholders and, therefore, have (b) adopted the resolutions set forth
below and authorized and approved the transactions, agreements, and actions contemplated
hereby:
RESOLVED, FURTHER, that each officer (including any Chief Restructuring Officer),
director, or manager of each Entity (each, an “Authorized Person”) is authorized, empowered,
and directed to (a) execute and file in the name and on behalf of the applicable Entity, and under
its corporate seal or otherwise, all plans, petitions, schedules, statements, motions, lists,
applications, pleadings, orders, and other documents in the United States Bankruptcy Court for the
Southern District of Texas (the “Bankruptcy Court”), (b) employ and retain all assistance by
legal counsel, accountants, financial advisors, investment bankers, and other professionals, and
(c) take and perform any and all further acts and deeds that such Authorized Person, who may act
without the joinder of any other Authorized Person, deems necessary, proper, or desirable in
connection with the Chapter 11 Cases, including (i) negotiating, executing, delivering, and
performing under any and all documents, agreements, certificates, and instruments in connection
with the transactions and professional retentions set forth in this resolution, (ii) appearing as
necessary at all bankruptcy proceedings in the Bankruptcy Court on behalf of the Entities, and
(iii) paying all such expenses where necessary or appropriate in order to carry out fully the intent
and accomplish the purposes of the resolutions adopted herein; and
RESOLVED, FURTHER, that each Entity is authorized, and each Authorized Person shall
be, and hereby is, authorized, empowered, and directed on behalf of and in the name of each Entity
to seek to have its Chapter 11 Case administered by the Bankruptcy Court under chapter 11 of the
Bankruptcy Code.
2
Case 23-90727 Document 1 Filed in TXSB on 06/12/23 Page 9 of 38
RESOLVED, FURTHER, that the Foreign Representative and each Authorized Person is
authorized, empowered, and directed to (a) execute and file in the name and on behalf of the
applicable Entity, and under its corporate seal or otherwise, all plans, petitions, schedules,
statements, motions, lists, applications, pleadings, orders, and other documents in the Ontario
Superior Court (Commercial List) (the “CCAA Court”), (b) employ and retain all assistance by
legal counsel, accountants, financial advisors, investment bankers, and other professionals, and
(c) take and perform any and all further acts and deeds that the Foreign Representative or such
Authorized Person, who may act without the joinder of any other Authorized Person, deems
necessary, proper, or desirable in connection with the CCAA Proceedings, including
(i) negotiating, executing, delivering, and performing under any and all documents, agreements,
certificates, and instruments in connection with the transactions and professional retentions set
forth in this resolution, (ii) appearing as necessary at all proceedings in the CCAA Court on behalf
of the Entities, and (iii) paying all such expenses where necessary or appropriate in order to carry
out fully the intent and accomplish the purposes of the resolutions adopted herein.
RESOLVED, that each Authorized Person shall be, and hereby is, authorized, empowered,
and directed on behalf of and in the name of each Entity to retain the law firm of Davis Polk &
Wardwell LLP, located at 450 Lexington Avenue, New York, NY 10017, as counsel for the
Entities in the Chapter 11 Cases, subject to Bankruptcy Court approval;
RESOLVED, FURTHER, that each Authorized Person shall be, and hereby is, authorized,
empowered, and directed on behalf of and in the name of each Entity to retain the law firm of
Haynes and Boone, LLP, located at 1221 McKinney Street, Suite 4000, Houston, Texas 77010, as
Texas counsel for the Entities in the Chapter 11 Cases, subject to Bankruptcy Court approval;
3
Case 23-90727 Document 1 Filed in TXSB on 06/12/23 Page 10 of 38
RESOLVED, FURTHER, that each Authorized Person and the Foreign Representative
shall be, and hereby are, authorized, empowered, and directed on behalf of and in the name of each
Entity to retain the law firm of Stikeman Elliott LLP, located at 5300 Commerce Court West, 199
Bay Street, Toronto, Ontario, Canada M5L 1B9, as Canadian counsel for the Entities in the Chapter
11 Cases and the CCAA Proceedings;
RESOLVED, FURTHER, that each Authorized Person shall be, and hereby is, authorized,
empowered, and directed on behalf of and in the name of each Entity to retain AlixPartners, LLP,
located at 909 Third Avenue, New York, NY 10022, as financial advisors for the Entities in the
Chapter 11 Cases, subject to Bankruptcy Court approval;
RESOLVED, FURTHER, that each Authorized Person shall be, and hereby is, authorized,
empowered, and directed on behalf of and in the name of each Entity to retain Guggenheim
Securities LLC, located at 330 Madison Avenue, New York, NY 10017, as investment banker for
the Entities in the Chapter 11 Cases, subject to Bankruptcy Court approval;
RESOLVED, FURTHER, that each Authorized Person shall be, and hereby is, authorized,
empowered, and directed on behalf of and in the name of each Entity to retain Epiq Corporate
Restructuring, LLC, located at 777 Third Avenue, 12th Floor, New York, New York 11017, as
claims, noticing, solicitation, and administrative agent for the Entities in the Chapter 11 Cases,
subject to Bankruptcy Court approval; and
RESOLVED, FURTHER, that each Authorized Person and the Foreign Representative
shall be, and hereby are, authorized, empowered, and directed on behalf of and in the name of the
Entities to retain any other legal counsel, accountants, financial advisors, restructuring advisors,
or other professionals as the Authorized Persons or the Foreign Representative deem necessary,
appropriate, or advisable; each of which, in addition to the foregoing firms, to represent and assist
the Entities (including, for the avoidance of doubt, Instant Brands Inc., in its capacity as Foreign
Representative) in carrying out their respective duties and responsibilities and exercising their
respective rights under the Bankruptcy Code and the CCAA (including the law firms filing any
pleadings or responses); and in connection therewith, the Authorized Persons and Foreign
Representative be, and hereby are authorized, empowered, and directed, in accordance with the
terms and conditions hereof, to execute appropriate retention agreements, pay appropriate
retainers, and cause to be filed appropriate applications for authority to retain such services and
reimburse the fees and expenses incurred in connection with the Chapter 11 Cases and the CCAA
Proceedings.
RESOLVED, that the Governing Bodies have determined, after due consultation with the
management and the legal and financial advisors of the Entities, that it is desirable and in the best
interests of each Entity and its stakeholders to (a) enter into the DIP ABL Credit Agreement and
DIP Term Loan Credit Agreement, any other further documentation relating to each respective
DIP Credit Agreement, and/or the other transaction documents (including, without limitation,
pledge agreements, guarantee agreements, security agreements, intercreditor agreements, control
agreements, promissory notes, mortgages, intellectual property security agreements, financing
statements, swap agreements, collateral access agreements, acknowledgment letters, payoff letters,
4
Case 23-90727 Document 1 Filed in TXSB on 06/12/23 Page 11 of 38
fee letters, termination agreements, intellectual property release agreements, control agreement
terminations, and other documents under which a security interest in the assets of an Entity is being
created), and each other agreement, document or instrument required thereunder, collectively and
together with each DIP Credit Agreement, and the other Loan Documents (as defined in each of
the DIP ABL Credit Agreement and the DIP Term Loan Credit Agreement respectively;
collectively, the “DIP Loan Documents”) in the form and upon the terms and conditions as an
Authorized Person may approve (such approval to be conclusively established by such Authorized
Person’s execution and delivery thereof), (b) perform the applicable Entity’s obligations under the
DIP Loan Documents, including payment of the fees and expenses related thereto, and take all
actions in accordance therewith that any of the Authorized Persons may deem necessary or
advisable to consummate the transactions contemplated thereby, and (c) obtain the benefits from
the use of cash collateral (as such term is defined in section 363(a) of the Bankruptcy Code, the
“Cash Collateral”), which is security for certain of the Entities’ prepetition secured lenders under
certain credit facilities by and among certain Entities and the lenders party thereto (the
“Prepetition Secured Parties”);
RESOLVED, FURTHER, that each Entity is hereby authorized, and each Authorized
Person shall be and hereby is authorized, empowered, and directed on behalf of and in the name
of each Entity, together with the Entities’ advisors, to (a) seek interim and final approval of the
DIP Loan Documents and the use of Cash Collateral from the Bankruptcy Court and/or the CCAA
Court pursuant to a DIP substantially on the terms presented to the Governing Body (the “DIP
Order”) and (b) take all actions (including negotiating and executing any agreements, documents,
or certificates) necessary or advisable to implement the DIP Order, including (i) paying any fees
and expenses related thereto, (ii) guarantying the obligations of the DIP loan parties under the DIP
Loan Documents, (iii) providing for adequate protection to the Prepetition Secured Parties in
accordance with section 363 of the Bankruptcy Code, (iv) granting superpriority status and first
priority priming liens and perfected security interests in, and pledging, mortgaging, and granting
deeds of trust with respect to, its right, title, and interest in and to its properties and assets, whether
now owned or hereafter acquired, to the extent required to secure the obligations of the DIP loan
parties under the DIP Loan Documents, with such changes therein and additions thereto as any
Authorized Person executing the same may, in his or her absolute discretion, deem necessary or
appropriate, the execution of the DIP Loan Documents and security documents to be conclusive
evidence of the approval thereof, (v) executing and delivering any additional or further agreements,
instruments, or documents for the use of Cash Collateral in connection with the Chapter 11 Cases
and the CCAA Proceedings, which agreement(s) may require the Entities to grant adequate
protection and security interests to the Prepetition Secured Parties, with such changes therein and
additions thereto as any Authorized Person executing the same may in his or her absolute discretion
deem necessary or appropriate, the taking of such action or the execution and delivery thereof to
be conclusive evidence of the approval thereof, (vi) consummating the UnSub Payoff Event as a
condition precedent to obtaining funding under the DIP Credit Agreements, and
(vii) consummating the transactions contemplated by the foregoing, including incurring the
obligations stated in connection therewith; and
RESOLVED, FURTHER, that each Entity is authorized, and each Authorized Person shall
be and hereby is authorized, empowered, and directed on behalf of and in the name of each Entity,
to (a) negotiate and agree to any changes to the DIP Order and DIP Loan Documents as he or she
believes is appropriate and necessary under the circumstances in his or her reasonable judgment,
5
Case 23-90727 Document 1 Filed in TXSB on 06/12/23 Page 12 of 38
(b) execute and deliver any amendments, modifications, renewals, replacements, consolidations,
substitutions, and extensions of each DIP Credit Agreement (including amendments increasing the
amount of credit available under each DIP Credit Agreement and/or extending the maturity of the
same), (c) cause the Entities to enter into, execute, deliver, certify, file and/or record, and perform
under the DIP Loan Documents and such other documents, agreements, instruments, and
certificates as may be required by the DIP Order or the DIP Loan Documents, and (d) do such
other things that shall, in his or her absolute discretion, be necessary, desirable, proper, or advisable
to give effect to the foregoing resolutions, which determination shall be conclusively evidenced
by his or her execution thereof.
RESOLVED, that each Authorized Person shall be, and hereby is, authorized, empowered,
and directed, on behalf of and in the name of each Entity, to file a motion with the Bankruptcy
Court seeking approval of bidding procedures to facilitate a potential sale of all, substantially all,
or a material portion of the Entities’ assets pursuant to section 363 of the Bankruptcy Code (each,
a “Potential Sale Transactions”), all substantially in accordance with any summary presented to
the Governing Bodies, subject to such modifications thereto as such Authorized Person deems
necessary or advisable in order to give effect to and carry out the general purposes of the Potential
Sale Transaction as presented to each Governing Body;
RESOLVED FURTHER, that each Authorized Person shall be, and hereby is, authorized,
empowered, and directed, on behalf of and in the name of each Entity, to conduct a further
marketing process to identify Potential Sale Transactions with the assistance of the Companies’
investment banker and other professional advisors and under the supervision of the Bankruptcy
Court; and
RESOLVED FURTHER, that each Authorized Person shall be, and hereby is, authorized,
empowered, and directed, on behalf of and in the name of each Entity, to (a) take actions and
negotiate and, subject to Bankruptcy Court approval as required, to execute, deliver, perform, and
cause the performance of any agreements (including asset purchase agreements), certificates,
instruments, receipts, petitions, motions, or other papers or documents in furtherance of, and
necessary to effectuate, any Potential Sale Transaction to which any Entity is or may become party
and (b) request the Bankruptcy Court to approve any Potential Sale Transaction (including a sale
of the Entities’ assets to the highest or best bidder) and for any related relief.
RESOLVED, that to the extent that any actions authorized by these resolutions would
result in any Entity that serves as a member of any other Entity that is a limited liability company
to cease to be a member of such other Entity under applicable law, the limited liability company
agreement of such other Entity is hereby amended to provide that the filing of a voluntary petition
in bankruptcy or the CCAA Proceedings or the other actions authorized under these resolutions
shall not cause such member to cease to be a member of such other Entity, and in any such event,
such other Entity shall continue without dissolution.
6
Case 23-90727 Document 1 Filed in TXSB on 06/12/23 Page 13 of 38
RESOLVED, that each Authorized Person and the Foreign Representative shall be, and
hereby are, authorized, empowered, and directed, on behalf of and in the name of the Entities
(including, for the avoidance of doubt, Instant Brands Inc., in its capacity as Foreign
Representative), to (a) do and perform all such acts and things and enter into, execute,
acknowledge, deliver, and file all such certificates, agreements, acknowledgments, instruments,
contracts, statements, and other documents and to take such further actions as such Authorized
Person may deem necessary or appropriate to effect the intent and accomplish the purposes of the
foregoing resolutions, the taking of such action or the execution and delivery thereof to be
conclusive evidence of the approval thereof, (b) perform the obligations of the Entities (including,
for the avoidance of doubt, Instant Brands Inc., in its capacity as Foreign Representative) under
the Bankruptcy Code and the CCAA and exercise all rights of the Entities (including, for the
avoidance of doubt, Instant Brands Inc., in its capacity as Foreign Representative) under the
Bankruptcy Code (including all rights with respect to contracts, agreements, and leases under
sections 365 of the Bankruptcy Code) and the CCAA, with all such actions to be performed in
such manner, and all such certificates, instruments, guaranties, notices, and documents to be
executed and delivered in such form, as the Authorized Person or the Foreign Representative
performing or executing the same shall approve, the performance or execution thereof to be
conclusive evidence of the approval thereof by such Authorized Person, the Foreign
Representative, the Governing Bodies, and the Entities, and (c) pay fees and expenses in
connection with the transactions contemplated by the foregoing resolutions;
RESOLVED, FURTHER, that the omission from this written consent of any (a) agreement,
document, or other arrangement contemplated by any of the agreements, documents, or
instruments described in the foregoing resolutions or (b) action to be taken in accordance with any
requirement of any of the agreements or instruments described in the foregoing resolutions shall
in no manner derogate from the authority of the Authorized Persons to take all actions necessary,
desirable, advisable, or appropriate to consummate, effectuate, carry out, or further the transactions
contemplated by, and the intent and purposes of, the foregoing resolutions;
RESOLVED, FURTHER, that, to the extent that any Authorized Person serves as the sole
member, managing member, manager, general partner, partner, or other governing body
(collectively, a “Controlling Entity”), in each case, of any direct or indirect subsidiary of any
Entity (a “Controlled Entity”), each such Authorized Officer who may act without the joinder of
any other Authorized Officer, be, and hereby is, authorized, empowered, and directed in the name
and on behalf of such Controlling Entity (acting for such Controlled Entity in the capacity set forth
above, as applicable), to (a) authorize such Controlled Entity to take any action that any Authorized
Person is authorized to take hereunder and/or (b) take any action on behalf of such Controlled
Entity that an Authorized Officer is herein authorized to take on behalf of such Controlling Entity
(including execution and delivery of any authorizing resolutions);
RESOLVED, FURTHER, that the Governing Bodies have received sufficient notice of the
actions and transactions relating to the matters contemplated by the foregoing resolutions, as may
be required by the organizational documents of the Entities, or hereby waive any right to have
received such notice;
7
Case 23-90727 Document 1 Filed in TXSB on 06/12/23 Page 14 of 38
RESOLVED, FURTHER, that any and all actions taken by any officer or director of or
advisor to an Entity prior to the date of adoption of the foregoing resolutions, which would have
been authorized by the foregoing resolutions but for the fact that such actions were taken prior to
such date, be, and each hereby is, ratified, approved, confirmed, and adopted as a duly authorized
act of the Entities in all respects and for all purposes; and
RESOLVED, FURTHER, that this consent may be executed in one or more counterparts,
and delivered by electronic means, each of which, when so executed, shall be treated in all manner
and respects and for all purposes as one and the same original, written consent, and shall be
considered to have the same binding legal effect as if it were an original manually signed
counterpart hereof delivered in person.
8
Case 23-90727 Document 1 Filed in TXSB on 06/12/23 Page 15 of 38
Case 23-90727 Document 1 Filed in TXSB on 06/12/23 Page 16 of 38
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Exhibit A
List of Entities
A list of creditors holding the 30 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. Do not include claims by any person or entity who is
an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the
holders of the 30 largest unsecured claims.
Name of creditor and complete mailing address, Name, telephone number, and email Nature of the claim Indicate if claim Amount of unsecured claim
including zip code address of creditor contact (for example, trade is contingent, If the claim is fully unsecured, fill in only unsecured
debts, bank loans, unliquidated, or claim amount. If claim is partially secured, fill in
professional services, disputed total claim amount and deduction for value of
and government collateral or setoff to calculate unsecured claim.
contracts)
Total claim, if Deduction for value Unsecured claim
partially secured of collateral or
setoff
1 ZHEJIANG TIANXI KITCHEN APPLIANCE C Xiyan Chen, CEO Trade Supplier $0 $0 $16,290,623
NO.8 SHANYAN ROAD e: chenxiyan@tianxi.com
LISHUI, 130 321404
CN
2 MIDEA ELECTRIC TRADING (SINGAPORE) David Xu, President of Midea SDA Division Trade Supplier $0 $0 $16,106,312
158 CECIL ST NO. 07-01/02 p: +86 0757-23601086
Singapore 69545 e: xuminfeng@midea.com
SG
3 ZHEJIANG AISHIDA HOUSEHOLD EQUIPMEN Chen Helin, Chairman of the Board Trade Supplier $0 $0 $3,551,375
NO.69 HUANGHE ROAD e: zjasd@asd.com.cn
JIASHAN, 130 314100
CN
4 MATRIX ANTRIM PARTNERS, LP Gary Hans, Senior Vice President, Matrix Landlord $0 $0 $1,207,304
CN 4000 FORSGATE DRIVE Development Group
CRANBURY, NJ 08512 p: 732-521-2900
e: ghans@matrixcompanies.com
5 CROWELL & MORING LLP William Frankel, Partner Professional Services $0 $0 $1,166,465
1001 Pennsylvania Avenue NW p: 312-321-7736
Washington, DC 20004 e: wfrankel@crowell.com
6 TOPIM INTELLIGENT MANUFACTURING Lingan Liu, Chairman of Board Trade Supplier $0 $0 $1,092,091
Topim Intelligent Manufacturing, In p: 86-13907319392
Foshan, 190 528247 e: LLA9392@163.com
CN
8 NINGBO CARELINE ELECTRIC APPL CO. Seven Chang, CEO Trade Supplier $0 $0 $813,763
No.888 Wei'yi Road p: +86 574 63406088
Ningbo, 130 315327 e: sevenchang@chinachicheng.com
CN
9 UNITED PARCEL SERVICE Brian Newman, EVP & CFO Freight $0 $0 $802,274
55 GLENLAKE PARKWAY NE p: 404-828-6000
ATLANTA, GA 30328
10 PACKAGING CORPORATION OF AMERICA Robert Mundy, EVP & CFO Trade Supplier $0 $0 $765,167
1 North Field Court p: 847-482-3000
Lake Forest, IL 60045
11 ARC INTERNATIONAL Eric Trupin, CFO & CIO Trade Supplier $0 $0 $696,772
601 S WADE BOULEVARD p: +33 3 2122 7410
MILLVILLE, NJ 08332-5001 e: eric.trupin@arc-intl.com
13 THE NPD GROUP, INC. Susan Bennett, Chief Legal Officer Operational Vendor $0 $0 $600,000
PO BOX 5534 p: 516-625-0700
24619 Network Place
Chicago, IL 60673-1246
14 TMF PLASTIC SOLUTIONS, LLC Greg Kuppler, CEO & President Trade Supplier $0 $0 $577,949
12127B Galena Road p: 630-552-7575
Plano, IL 60545 e: tmf_polymers@msn.com
16 Zhong Shan Rnice Electronics Co., L Zhongyin Tong, General Manager Trade Supplier $0 $0 $549,461
No. 17 Tongji West Road, Nantou Tow p: +86 13923238331
Zhong Shan, 190 528427 e: tongzhongyin@yalesi.net
CN
17 Sanlida Electrical Technology Co.,L Chung Li, CEO Trade Supplier $0 $0 $500,142
101, building a, 27 Jiangjunmao com p: +86 13823232503
Shenzhen, 190 518116 e: lichuang@sanlidaco.com
CN
Chapter11orChapter9Cases:ListofCreditorsWhoHavethe30LargestUnsecuredClaims
OfficialForm204 page1
Case 23-90727 Document 1 Filed in TXSB on 06/12/23
Debtor/ŶƐƚĂŶƚƌĂŶĚƐĐƋƵŝƐŝƚŝŽŶ,ŽůĚŝŶŐƐ/ŶĐ͘,etal.,
Page 33 of 38
Casenumber(ifknown)_____________________________________
Name of creditor and complete mailing address, Name, telephone number, and email Nature of the claim Indicate if claim Amount of unsecured claim
including zip code address of creditor contact (for example, trade is contingent, If the claim is fully unsecured, fill in only unsecured
debts, bank loans, unliquidated, or claim amount. If claim is partially secured, fill in
professional services, disputed total claim amount and deduction for value of
and government collateral or setoff to calculate unsecured claim.
contracts) Total claim, if Deduction for Unsecured claim
partially secured value of collateral
or setoff
25 JONES LANG LASALLE BROKERAGE, INC. Karen Brennan, CFO Landlord $0 $0 $419,117
200 E. Randolph Street, Suite 4300 p: 312-782-5800
Chicago, IL 60601
28 APPLIED INDUSTRIAL TECHNOLOGIES Jon S. Ploetz, General Counsel Operational Vendor $0 $0 $374,467
1 Applied Plaza p: 614-846-8159
Cleveland, OH 44115
§
In re: § Chapter 11
§
INSTANT BRANDS ACQUISITION § Case No. 23-[_____] (___)
HOLDINGS INC., et al., §
§
Debtors. § (Joint Administration Requested)
§
Pursuant to rules 1007(a)(1), 1007(a)(3), and 7007.1 of the Federal Rules of Bankruptcy
Procedure (the “Bankruptcy Rules”), and to enable the Judges to evaluate possible
disqualification or recusal, attached hereto as Exhibit A is a corporate structure chart (the
“Corporate Structure Chart”) reflecting the ownership interests of Instant Brands Acquisition
Holdings Inc. and certain of its affiliates (collectively, the “Debtors”), each of which is a debtor
and debtor in possession in the above-captioned chapter 11 cases (the “Chapter 11 Cases”). The
Debtors respectfully represent, as of the date hereof, the following:
1. Each of the Debtors1 identified on the Corporate Structure Chart, other than Instant
Brands Acquisition Holdings Inc. (“Holdings”), is owned in its entirety by its direct parent.2
2. Instant Brands Acquisition Holdings Inc. is the ultimate parent of each of the
Debtors. Its equity securities are privately held and a list of the issued and outstanding common
stock, prepared in accordance with Bankruptcy Rule 1007(a)(3), is attached hereto as Exhibit B.
3. Other than as set forth in the exhibits hereto, each of which is incorporated herein
by reference, no other corporation (as such term is defined in section 101(9) of title 11 of the
United States Code), public or private, owns 10% or more of any class of a Debtor’s common
equity interests.
1
The address of the Debtors’ place of business is 3025 Highland Parkway, Suite 700, Downers Grove, IL
60515.
2
This assumes the exchange of all exchangeable common equity shares into common shares in Holdings.
Case 23-90727 Document 1 Filed in TXSB on 06/12/23 Page 35 of 38
Exhibit A
Instant Instant URS-1 EKCO Corelle ,QVWDQW Instant Corelle Corelle Instant Corelle
Brands Brands LLC (Charleroi) Group, LLC Brands Brands Brands Brands (Asia Brands Brands Brands
(Texas) Inc. LLC (GHC) LLC (Australia) (EMEA) Pacific) Pte. (Korea) Co., (Ireland) (Hong Kong)
Limited Ltd. .25 Limited Co. Limited
867; 86'( 86'( *%5 ,5/
86'(
Pty Ltd $86 Ltd. 6*3
86'( +.*
URS-2 Corelle EKCO Corelle Corelle Corelle World Japan Taiwan Corelle
(Corning) Brands (Latin Housewares, Brands (Asia Brands Brands Kitchen Branch Branch Brands
LLC America) LLC Inc. Pacific) Sdn. Manufacturing Sales (M) (India) Private (Shanghai)
Bhd. 0<6 (M) Sdn. Bhd. Sdn. Bhd. Limited Co., Ltd. &+1
86'( 86'( 86'( 0<6 0<6 ,1' -31 7:1
Instant
Brands
(Canada)
Holding Inc.
&$1 Key
Exhibit B
1
The address of CC WK Co-Invest LP is c/o Cornell Capital Partners LP, 499 Park Avenue, 21st Floor,
New York, NY 10022. The address for all other holders is c/o Instant Brands Acquisition Holdings Inc., 3025
Highland Parkway, Suite 700, Downers Grove, IL 60515.
2
Equity security holdings amounts are rounded to the nearest hundredth percent. The figures shown here
assume the exchange of all exchangeable common equity shares into common shares in Holdings.
Case 23-90727 Document 1 Filed in TXSB on 06/12/23 Page 38 of 38
An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit
this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document,
and any amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the
document, and the date. Bankruptcy Rules 1008 and 9011.
WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in
connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341,
1519, and 3571.
I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or
another individual serving as a representative of the debtor in this case.
I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:
Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)
Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)
Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders (Official Form 204)
I declare under penalty of perjury that the foregoing is true and correct.
6/12/23
Executed on ______________ /s/ Adam Hollerbach
_________________________________________________________________________
MM / DD / YYYY Signature of individual signing on behalf of debtor
Adam Hollerbach
________________________________________________________________________
Printed name
Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors