Alea Holdings US Company - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• The court confirmed the joint Chapter 11 plan of reorganization of Alea Holdings US Company and its debtor affiliates on Sept. 10, 2026, and approved the disclosure statement on a final basis, following a confirmation hearing held that day; the plan and each of its provisions is confirmed under section 1129, and all objections that had not been settled, withdrawn, or resolved were overruled on the merits.
• The debtors filed the plan and disclosure statement on July 19, 2026, the same day each debtor commenced its Chapter 11 case, and filed the plan supplement on Aug. 28, 2026 [Docket No. 139].
• The three debtors are Alea Holdings US Company, or AHUSCO, Alea Group Holdings (Bermuda) Ltd., and FIN Alea LLC.
  • The debtors' operating insurance subsidiaries, including Alea North America Insurance Company, National American Insurance Company of California, and SPARTA Insurance Company, a Connecticut-regulated entity, are not debtors, have not commenced any case under the Bankruptcy Code, and are not under the supervision or jurisdiction of the bankruptcy court; nothing in the plan or confirmation order adjudicates or affects their rights, obligations, or regulatory status, or alters the authority of any insurance regulator over them.
• The plan sponsor is Catalina Finance LLP, which also serves as prepetition facility agent and lender and as postpetition facility agent, and which is the sole non-debtor entity carrying protections across the plan's release, consent, and treatment provisions.
• The restructuring rests on a restructuring support agreement dated June 8, 2026, to which the debtors are party, supported by the consenting capital securities holders, being those holders of the capital securities that executed counterpart signature pages or joinders to the agreement.
• No statutory committee of unsecured creditors was appointed in these cases, and the plan's committee-dependent provisions therefore operate only if one had been.
• Peter Kravitz signed the plan as the debtors' chief restructuring officer and supported confirmation by declaration filed Sept. 8, 2026 [Docket No. 145], alongside the debtors' confirmation brief filed the same day [Docket No. 146].

Assumption of the Restructuring Support Agreement

• Entry of the confirmation order constitutes an order approving assumption of the restructuring support agreement under sections 365 and 1123, and the agreement is binding and enforceable against its parties in accordance with its terms; the plan does not modify, alter, amend, or supersede any of its terms or conditions, including its termination events or provisions.
• Article V of the plan provides for assumption of all of the debtors' executory contracts and unexpired leases as of the effective date, subject to payment of any applicable cure, other than those previously assumed or rejected, previously expired or terminated by their own terms, or subject to a rejection motion filed on or before the effective date; the debtors reserve the right to alter the schedule of assumed contracts in the plan supplement through the effective date.
• The plan transactions do not constitute a change of control or assignment under any assumed contract or lease and do not result in a breach or default, alter obligations or liabilities, or create a lien on the debtors' property under one; any consent or advance notice the contract requires in connection with assumption is deemed satisfied by entry of the confirmation order, and proofs of claim based on assumed contracts are deemed disallowed and expunged.
• Officers, directors, and agents who served at any time before the effective date keep the full benefits of the debtors' insurance policies, including any tail policy, in effect or purchased as of the effective date for the full term of the policy, and defense and indemnity coverage remains available to everyone within the policies' definition of insured.

Treatment of Claims and Interests

• Class 1, other secured claims (unimpaired, deemed to accept): payment in full in cash, receipt of the collateral securing the claim, reinstatement, or other treatment rendering the claim unimpaired under section 1124, unless the holder otherwise agrees.
• Class 2, other priority claims (unimpaired, deemed to accept): payment in full in cash or in the ordinary course as and when due, or other treatment consistent with section 1129(a), unless the holder otherwise agrees.
• Class 3, prepetition facility claims (impaired, entitled to vote; voted to accept): claims are allowed at $160 million in aggregate outstanding principal, plus accrued but unpaid interest through the petition date and all non-contingent fees, costs, premiums, reimbursement, indemnification, and hedging obligations owing under the July 25, 2023, revolving facility agreement and the financing orders as of the effective date, with the allowed amount not subject to objection, challenge, reduction, offset, avoidance, recharacterization, subordination, counterclaim, defense, or disallowance. Each holder receives one or a combination of the following, as agreed by the debtors and the applicable holder:
  • its pro rata share of the prepetition facility cash pool, being the debtors' cash on hand as of the effective date after all plan distributions to holders of allowed claims other than prepetition facility claims, less a cash reserve to be determined by the reorganized debtors after the effective date to fund post-emergence operational and other expenses;
  • a replacement note in an amount and on terms satisfactory to the debtors and the prepetition facility lender;
  • conversion of the claim into equity of reorganized AHUSCO, or contribution by the prepetition facility lender of some or all of the claim into the capital of reorganized AHUSCO, as determined by the debtors and the plan sponsor; and/or
  • reinstatement.
• Class 4, TruPS claims (impaired, entitled to vote; voted to accept): claims are allowed at $120 million in aggregate outstanding principal amount of debentures, plus accrued but unpaid interest through the petition date and all non-contingent fees, costs, premiums, reimbursement, indemnification, and hedging obligations arising as of the petition date under the indentures and trust documents, with the allowed amount likewise insulated from objection, subordination, or disallowance. The indenture trustee, for the ratable benefit of holders and itself, receives the TruPS cash pool of $20 million for further distribution under the indentures and related trust documents.
  • Each holder's pro rata share is calculated using only the aggregate principal amount owed to that holder under the trust securities.
  • The prepetition facility lender or its assignee voluntarily waives its right to distributions from the TruPS cash pool on account of TruPS claims held by it or its affiliates, and that share is reallocated pro rata to all other holders; the waiver is a voluntary election and not a subordination, forfeiture, or impairment of any other right of the lender under the plan or the prepetition facility.
  • Amounts received by the indenture trustee on account of allowed TruPS claims remain subject to the indenture trustee charging lien.
  • Holders of the common securities receive no distribution; to the extent the proofs of claim filed by Wilmington Trust Company as indenture trustee are asserted on account of the common securities, that portion receives no distribution, and on the effective date those proofs of claim are deemed satisfied and discharged in their entirety and may be expunged from the claims register.
• Class 5, general unsecured claims (unimpaired, deemed to accept): reinstated in full and final satisfaction, unless the holder agrees to less favorable treatment.
• Class 6, section 510(b) claims (impaired, deemed to reject): subordinated in right of payment to all allowed claims, with holders receiving and retaining nothing under the plan.
• Class 7, intercompany claims (unimpaired or impaired, not entitled to vote and deemed to accept or reject accordingly): reinstated, set off, distributed, contributed, cancelled, released, or otherwise addressed at the debtors' option with the plan sponsor's consent, without any distribution.
• Class 8, intercompany interests (unimpaired or impaired, not entitled to vote and deemed to accept or reject accordingly): reinstated, subject as applicable to dilution or replacement by the equity interests granted to holders of prepetition facility claims, or otherwise addressed at the debtors' option with the plan sponsor's consent, without any distribution. Any reinstated intercompany interests are retained solely to preserve the existing corporate structure and for administrative convenience, not on account of any distribution of value.
• Unclassified claims, being allowed administrative claims, professional fee claims, postpetition facility claims, and priority tax claims, are paid in full in accordance with the plan.
• Distributions are funded from the debtors' cash on hand, cash drawn from the prepetition facility, and/or proceeds from the sale of the debtors' assets, including the private sales, if any, subject to the plan's professional fee reserve provisions.

Voting Results

• Both voting classes, Class 3 and Class 4, voted to accept in the numbers and amounts required by section 1126, per the tabulation declaration filed Sept. 8, 2026 [Docket No. 144]; Class 4's acceptance, determined without counting any insider acceptance, satisfies section 1129(a)(10).
• Class 6 is the deemed rejecting class, and the debtors sought and obtained confirmation over it under section 1129(b): no holder junior to the class receives or retains property on account of a junior claim or interest, no senior class receives more than 100% of its claim, and similarly situated creditors receive substantially similar treatment irrespective of class; to the extent holders in Classes 7 and 8 are impaired and deemed to reject, the court made the same fair-and-equitable and no-unfair-discrimination findings as to them.
• Non-voting classes were nonetheless served with the non-voting status package, including the release opt-out or opt-in form as applicable; Classes 7 and 8 received no such package because those claims and interests are held by the debtors and their affiliates.

Postpetition Facility and Financing Orders

• Size: $35 million postpetition commitment, provided by the prepetition facility lender to AHUSCO as an incremental credit facility under the postpetition facility documents, which comprise the prepetition facility agreement as applicable to postpetition borrowings, the financing orders, and related agreements and certificates.
• Allowance: on the effective date, postpetition facility claims are allowed as superpriority administrative expense claims under section 364(c)(1) and the financing orders, in the aggregate amount of all obligations outstanding as of that date, including principal and other extensions of credit up to the postpetition commitment, plus accrued and unpaid interest, fees, costs, premiums, indemnification obligations, and other amounts owing under the financing orders and postpetition facility documents, not subject to objection, challenge, reduction, offset, avoidance, recharacterization, subordination, counterclaim, defense, or disallowance.
• Treatment: payment in full in cash, or, with the agreement of the debtors and the postpetition facility lender, the same treatment or any combination afforded allowed prepetition facility claims under Article III.B.3, including a pro rata share of the prepetition facility cash pool, a replacement note, conversion or contribution into equity of reorganized AHUSCO, and/or reinstatement.
• Holders need not file a proof of claim or request for payment of an administrative claim, and the administrative claims bar date does not apply to those claims or to adequate protection claims; upon indefeasible satisfaction of the allowed postpetition facility claims, all liens and security interests securing the facility are automatically released and discharged.
• Adequate protection claims are the superpriority administrative expense claims the financing orders grant the prepetition facility agent, for the benefit of the prepetition facility secured parties, for any diminution from the petition date in the value of their interests in the prepetition collateral; no proof of claim is required for them, and all adequate protection obligations due on or before the effective date must be satisfied under the financing orders as a condition to the effective date.
• Nothing in the plan releases, impairs, or limits accrued or contingent indemnification, reimbursement, expense reimbursement, fee, or similar obligations owing to the prepetition or postpetition facility secured parties unless and until indefeasibly satisfied in full or expressly waived in writing by the affected party.
• If any case is converted to Chapter 7 or dismissed, or a trustee is appointed, the postpetition liens, adequate protection replacement liens, postpetition superpriority claims, and adequate protection superpriority claims each continue in full force and maintain their priorities as provided in the financing orders.
• The financing orders remain in full force and effect, and entry of the confirmation order does not impair, discharge, or otherwise affect the validity, enforceability, or priority of those liens and superpriority claims. Where the plan, the confirmation order, and the financing orders are inconsistent as to the rights of the prepetition or postpetition facility secured parties, the financing orders control, except to the extent the confirmation order expressly modifies the treatment of the prepetition or postpetition facility claims under the plan.

Private Sales

• AHUSCO's sales of its equity interests in Alea North America Insurance Company and National American Insurance Company of California proceed under separate purchase agreements with the purchasers and orders of the bankruptcy court approving those agreements under section 363.
• Neither the plan nor the confirmation order affects, impairs, or supersedes the sale orders or the purchase agreements, each of which remains in full force and effect and governs in the event of any inconsistency with the plan or the confirmation order.
• No provision of the plan or confirmation order relieves any person or entity of the obligation to obtain any approval or consent of an applicable insurance regulatory authority required in connection with the private sales, the purchase agreements, or the transactions contemplated by them, or otherwise with respect to SPARTA; the rights and police and regulatory powers of each such regulator are expressly preserved.

Restructuring Transactions

• The restructuring transactions comprise any transaction and actions necessary or appropriate to effect the restructuring, including issuance of all securities, notes, warrants, instruments, agreements, and certificates required under the plan, and one or more intercompany mergers, consolidations, amalgamations, arrangements, continuances, restructurings, conversions, dissolutions, transfers, liquidations, or other corporate transactions described in Article IV.C.
• On or before the effective date, the applicable debtors or reorganized debtors and their officers, directors, members, or managers enter into and take all actions necessary to effect the restructuring transactions, consistent with the plan and the restructuring support agreement and without any approvals, authorizations, or consents beyond those expressly required by those two documents.
• All holders of claims and interests receiving distributions, and all other necessary parties in interest and their agents, must prepare, execute, and deliver any agreements or documents, including subscription agreements, and take any other actions the debtors determine, with the plan sponsor's consent, are necessary or advisable, including voting or exercising powers at any board, creditors', or shareholders' meeting.
• Upon the effective date, all actions contemplated under the plan are deemed authorized and approved without further court, board, or equity holder approval, including implementation of the restructuring transactions, assumption of executory contracts and unexpired leases, and all other acts reasonably necessary to consummate the plan; that authorization does not limit, modify, or satisfy the plan sponsor's consent rights or affect the protections afforded the plan sponsor and the prepetition and postpetition facility secured parties.
• The confirmation order authorizes, under sections 363 and 1123, all actions necessary to effect any transaction described in or contemplated by the plan, and every governmental agency is authorized to accept the documents, mortgages, and instruments needed to effectuate them; on or after the effective date the reorganized debtors issue all notes, instruments, certificates, and other documents required under the restructuring transactions, if any.
• Each debtor continues to exist after the effective date under its existing organizational documents, and on the effective date all estate property, all causes of action, and any property acquired under the plan vest in the applicable reorganized debtor free and clear of liens, claims, charges, and other encumbrances; from then on each reorganized debtor may operate, use, acquire, or dispose of property and settle claims without court supervision, one or more of them may be disposed of, dissolved, wound down, or liquidated, and they may raise additional capital and obtain additional financing without further order, subject to any limits in post-effective-date agreements or in the documents governing treatment of the prepetition and postpetition facility claims.
• Transfers under, in contemplation of, or in connection with the plan, including the restructuring transactions, the issuance or exchange of debt or equity, the creation or recording of security interests, and the making or recording of leases and deeds, are exempt under section 1146(a) from stamp, transfer, recording, sales and use, and similar taxes and filing fees, and filing and recording officers are directed to accept the instruments without collecting them.

Termination of the Trusts and Indenture Trustee Fees

• The trust agreements provide that Trust I, Trust II, and Trust III automatically terminate upon AHUSCO's bankruptcy; on termination, the terms of the trust securities require the indenture trustee to distribute to holders of the capital securities the debentures having a principal amount equal to the liquidation amount per capital security plus accumulated and unpaid distributions, after satisfaction of liabilities to trust creditors. For plan purposes, holders of the capital securities are deemed to hold the debentures and therefore the TruPS claims.
• Upon the final distribution on the debentures, the debentures are deemed null, void, and worthless and the trusts are deemed cancelled and dissolved without any filing requirement, though the indenture trustee is authorized but not required to file a certificate of cancellation with the Delaware secretary of state.
• Effective on the effective date, the trusts' claims against the debtors, the claims of holders of the capital securities, and any other TruPS claims are extinguished other than the indenture trustee's claims for indenture trustee fees, and the common securities are deemed cancelled, released, and extinguished with no claim against or distribution from the debtors or reorganized debtors.
• On the effective date all agreements, instruments, and documents evidencing any claim or interest, including the trust documents, are cancelled and the debtors' and the indenture trustee's obligations under them discharged, other than those governing intercompany claims and interests the plan does not modify and any reinstated allowed claim; the cancelled documents survive only to let holders receive distributions and to preserve the disbursing agent's and the indenture trustee's rights to make distributions, assert the charging lien, obtain compensation, reimbursement, indemnity, subrogation, and contribution, and appear and be heard, and the indenture trustee and its agents, successors, and assigns are automatically discharged and released of their duties under the trust documents.
• The debtors or reorganized debtors pay in cash the reasonable and documented fees, costs, expenses, disbursements, and indemnity, subrogation, and contribution claims of Wilmington Trust Company in its capacities as Delaware trustee, guarantee trustee, indenture trustee, and institutional trustee, incurred or estimated to be incurred up to and including the effective date, without any fee application, proof of claim, or court or other review; estimates are delivered by summary invoice, without itemized time detail, at least three business days before the anticipated effective date, and any dispute the parties cannot resolve consensually may be determined by the court. Post-effective-date implementation fees, including for making or directing TruPS distributions, are paid within 30 days of an invoice generally describing the services.
• The confirmation order approves in their entirety the plan's provisions on indenture trustee fees, TruPS distributions, the indenture trustee charging lien, and termination of the trusts, effective and binding on the effective date without further act or order.
• All TruPS distributions are made to or at the direction of the indenture trustee, which is deemed the single holder of the TruPS claims and administers the distributions as disbursing agent by book-entry exchange through the applicable depositary or custodian, is compensated and reimbursed by the reorganized debtors without further court approval, and bears no liability for acting under the plan or in reliance on information provided to it; the record date does not apply to holders of TruPS claims arising under the debentures, holders of definitive capital securities certificates must surrender them as a condition to payment, and the indenture trustee returns to the disbursing agent any distribution whose requirements are unsatisfied within six months of the effective date.

Conditions Precedent to the Effective Date

• The effective date will not occur unless each of the following has been satisfied or waived:
  • the court has approved the disclosure statement as containing adequate information within the meaning of section 1125;
  • the financing orders are in full force and effect and have not been stayed, reversed, vacated, or modified in a manner materially adverse to the prepetition or postpetition facility secured parties without their prior written consent, and all adequate protection obligations due on or before the effective date have been satisfied in accordance with those orders;
  • the court has entered the confirmation order, which has not been stayed, reversed, vacated, or modified, is in form and substance acceptable to the plan sponsor, and is consistent in all respects with the restructuring support agreement, including any consent rights under it;
  • the final version of the plan and every plan supplement document has been executed or filed in form and substance consistent in all respects with the restructuring support agreement and the plan, acceptable to the plan sponsor, and compliant with the applicable consent rights, including the consent of the consenting capital securities holders to all definitive documents as defined in the restructuring support agreement;
  • the debtors have funded the TruPS cash pool in the amount of $20 million;
  • the restructuring transactions have been consummated in accordance with the restructuring support agreement and the plan;
  • all requisite filings with governmental authorities and third parties have become effective and all required approvals or consents have been obtained;
  • all documents to be executed and delivered on or before the effective date have been executed and delivered;
  • all statutory fees and obligations then due to the U.S. Trustee have been paid in full;
  • all indenture trustee fees invoiced under Article II.D have been paid in full in cash; and
  • the professional fee reserve has been fully funded.
• The debtors may waive any of these conditions in whole or in part in writing, subject to the consent rights in the restructuring support agreement and without notice, hearing, or court approval, except that waiver or amendment of the indenture trustee fee condition requires the indenture trustee's consent.
• The court found each condition has been or is reasonably likely to be satisfied or waived, and nothing in the confirmation order modifies, limits, or narrows the plan's indenture trustee fee, TruPS distribution, trust termination, or TruPS distribution-mechanics provisions.

Consent and Amendment Rights

• Amendment of the plan by the debtors under section 1127, and any post-confirmation cure of defects or reconciliation of inconsistencies in the plan or confirmation order, is subject to the consent rights set forth in the restructuring support agreement, and requires no additional disclosure under section 1125; a holder that accepted the plan is deemed to accept it as amended.
• No amendment, modification, or supplement to the plan, the confirmation order, or any plan supplement document that materially and adversely affects the rights, claims, liens, priorities, protections, releases, exculpations, remedies, obligations, or treatment of the plan sponsor, the prepetition facility secured parties, or the postpetition facility secured parties is effective without the prior written consent of the affected party.
• The debtors reserve the right to revoke, withdraw, or materially alter, amend, update, or modify the plan and plan documents prior to the effective date with the plan sponsor's consent, and to initiate proceedings to do so.
• The plan is a separate Chapter 11 plan for each debtor and does not contemplate substantive consolidation, so the court may confirm it as to one debtor and not another; if it is revoked or withdrawn as to a debtor, or consummation does not occur as to that debtor, the plan is null and void as to it, with no waiver, release, prejudice, or admission, while consummation may still occur as to the other debtors, and in either case the rights, claims, liens, priorities, protections, and remedies of the prepetition and postpetition facility secured parties under the financing orders and the facility documents are unaffected.
• The debtors and reorganized debtors may make modifications to documents necessary to effectuate the plan without further order, provided the modifications do not materially modify the documents' terms and are consistent with the plan, subject to the consent rights contained in it; the same consent rights govern alterations to plan supplement documents before the effective date and the reorganized debtors' interpretation of immaterial effectuating provisions.
• Each term of the plan is integral, nonseverable, and mutually dependent with the others and with the confirmation order, and may not be deleted or modified without the debtors' or reorganized debtors' consent, subject to the plan's consent rights.

Plan Supplement and Definitive Documents

• The plan supplement includes the identity of those persons who will serve as officers of the reorganized debtors, the identity of any insider to be employed or retained to the extent known, a schedule of retained causes of action if any, a schedule of assumed executory contracts and unexpired leases if applicable, and any other documentation necessary to effectuate the plan; no new directors are appointed, the existing directors and officers continue in their roles, and their identity and compensation are disclosed there.
• All plan supplement exhibits and documents are incorporated into and form part of the plan, are subject to the applicable consent rights under the restructuring support agreement, and may be amended or supplemented after entry of the confirmation order to the extent the plan and confirmation order authorize.
• On the effective date, each person or entity party to the definitive documents as defined in the restructuring support agreement, and to all other documents necessary to implement the plan, is automatically deemed a party to those documents in accordance with their terms regardless of whether it executed a signature page.

Compromise and Settlement

• The plan is deemed a motion to approve, and its provisions constitute, a good-faith compromise and settlement of all claims and controversies held by the debtors and holders of claims and interests that the plan settles; entry of the confirmation order constitutes approval of that compromise as of the effective date and a finding that it is in the best interests of the debtors and their estates and is fair, equitable, and reasonable.
• The settlements are approved among the parties that have agreed to them, and among any other party that has expressly entered into a written settlement, and the treatment of claims and interests is afforded under the confirmation order by satisfying section 1129.

Releases

• Released parties are the debtors and their estates; each debtor after the effective date as a reorganized debtor; the committee and its members solely in that capacity, if applicable; the consenting capital securities holders; Wilmington Trust Company in each of its capacities as Delaware trustee, guarantee trustee, indenture trustee, and institutional trustee; Catalina Finance LLP in its capacities as prepetition facility secured parties, postpetition facility secured parties, and plan sponsor; any other releasing party; and each related party of the foregoing. An entity is excluded if it opts out on its release opt-out form or timely files a formal objection to the third-party release that is not resolved before entry of the confirmation order.
• Releasing parties are each debtor and each reorganized debtor; the committee and its members solely in that capacity, if applicable; the consenting capital securities holders; the trustee entities named above in each capacity; Catalina Finance LLP in its three capacities; all holders of claims or interests, whether voting to accept or reject, solicited but not voting, or unimpaired and deemed to accept; each Class 6 holder that affirmatively opts in on its release opt-in form; and each related party of the foregoing that the applicable entity is legally entitled to bind under non-bankruptcy law. The same opt-out and objection carve-outs apply.
• The debtor release discharges each released party from all claims and causes of action, including derivative claims, that the debtors, their estates, or the reorganized debtors could have asserted, based on or arising from the debtor-related matters, a defined term reaching the debtors' management, ownership, and operations, their intercompany transactions, their in- and out-of-court restructuring efforts, the Chapter 11 cases and any contested matter or adversary proceeding in them, the negotiation and filing of the restructuring support agreement, disclosure statement, plan and plan supplement, the sale orders and purchase agreements, and the pursuit of confirmation, consummation, and plan administration through the effective date.
• The third-party release grants the same scope of release from each releasing party to each released party, in exchange for the debtors' obligations under the plan and the released parties' services in facilitating implementation of the restructuring transactions; the court found it appropriately protects parties that constructively participated in the case, naming the prepetition facility agent, the postpetition facility agent, the plan sponsor, the debtors' directors and officers, and holders that did not opt out of or that opted in to the release.
• Neither release covers: obligations arising under or after the effective date under the plan, the confirmation order, or any document executed to implement the plan; retained causes of action; or any claim or cause of action arising from an act or omission determined by a final, non-appealable order to have resulted from actual fraud.
• Each releasing party expressly waives the benefit of California Civil Code section 1542 and any comparable law limiting a release's effect on unknown claims, and acknowledges that the inclusion of unknown claims was separately bargained for and was a key and material element of the plan and the settlements embodied in it.
• Entry of the confirmation order constitutes the court's approval of both releases under Rule 9019 and its finding that the debtor release is fair, equitable, and reasonable and given after reasonable investigation, and that the third-party release is consensual, essential to confirmation, and a bar to any releasing party asserting a released claim. The court found the opt-out and opt-in mechanisms valid means of obtaining consent, noting that the combined notice was published in the New York Times and the Houston Chronicle on July 27, 2026, and that the ballots, non-voting status notices, and opt-out and opt-in forms each set out the release language, relevant definitions, and instructions for opting out or in.
• Retained causes of action are preserved for the reorganized debtors, including any enumerated in the schedule of retained causes of action. Notwithstanding any contrary provision, the related parties of the debtors, other than Catalina Finance LLP in its capacities as prepetition facility secured parties, postpetition facility secured parties, and plan sponsor, preserve and are not deemed to have released any cause of action against the debtors or reorganized debtors.
• Concurrently with the applicable distributions on the effective date, all mortgages, deeds of trust, charges, encumbrances, liens other than the indenture trustee charging lien, pledges, and other security interests against estate property are fully released and discharged and revert to the reorganized debtors, with holders of secured claims and their agents directed, at the reorganized debtors' sole cost, to release collateral and execute or record the necessary instruments, and the reorganized debtors authorized to make such filings on a holder's behalf. Where prepetition or postpetition facility claims are reinstated, the related documents and any documents evidencing or securing those claims are not cancelled, released, discharged, modified, or otherwise affected.
• Nothing in the plan documents makes the United States, inclusive of its agencies and sub-agencies, or any state or local authority a releasing party, and the police and regulatory powers of each are expressly preserved; subject to that carve-out and to the insurance regulatory approvals, entry of the confirmation order supplies any approval or consent required under the laws of any state, province, or other governmental authority to implement or consummate the plan, the plan documents, and the restructuring transactions.

Exculpation

• Exculpated parties are the debtors; each independent director of the debtors, for conduct within the scope of their duties; the committee; and the members of the committee in their official capacities, for conduct within the scope of their duties.
• No exculpated party incurs liability for any act or omission in connection with the negotiation, solicitation, confirmation, execution, or implementation, to the extent on or before the effective date, of the debtor-related matters, except for acts or omissions determined by final order to have constituted fraud, willful misconduct, or gross negligence; each is entitled to rely reasonably on advice of counsel as to its duties under the plan.
• Exculpation runs solely to actions taken from the petition date through the effective date, and does not reach obligations arising under or after the effective date under the plan, the confirmation order, or any implementing document, or any retained causes of action.
• The court held the exculpation appropriate under In re Highland Capital Mgmt., L.P., 48 F.4th 419 (5th Cir. 2022) and In re Highland Capital Mgmt., L.P., 132 F.4th 353, 360–62 (5th Cir. 2025), as proposed in good faith, formulated after extensive arm's-length negotiations with key constituents, and appropriately limited in scope; the released parties and exculpated parties are entitled to the protection of section 1125(e).

Injunction and Gatekeeper Provision

• The injunction permanently bars holders of released, settled, or exculpated claims from commencing or continuing any action, enforcing any judgment, creating or enforcing any encumbrance, or asserting any setoff, subrogation, or recoupment against the debtors, the exculpated parties, or the released parties on account of such claims, with a carve-out where setoff is used as a defense to claims or causes of action of the debtors arising before the effective date or where the holder filed a motion seeking to exercise setoff on or before the effective date. The court found it narrowly tailored under In re Highland Capital Mgmt., L.P., 132 F.4th 353, 360–62 (5th Cir. 2025) and In re Container Store Grp., Inc., 676 B.R. 356 (S.D. Tex. 2026).
• The gatekeeper provision is procedural and releases, discharges, or enjoins nothing; it requires any person or entity seeking to commence or pursue a claim or cause of action against the debtors, the reorganized debtors, the exculpated parties, or the released parties relating to any act or omission subject to Article IX first to obtain from the court, after notice and a hearing, a determination that the claim is colorable and specific authorization to bring it. As to released parties, the provision applies only to persons or entities that are releasing parties.
• The bankruptcy court holds sole and exclusive jurisdiction both to determine whether a claim or cause of action is colorable and to adjudicate the underlying colorable claim.
• On entry of the confirmation order, all holders of claims and interests and their current and former employees, agents, officers, directors, managers, principals, and direct and indirect affiliates are enjoined from taking any action to interfere with implementation or consummation of the plan; each holder accepting, or eligible to accept, distributions or reinstatement is deemed to have consented to the injunction provisions.
• The confirmation order is a judicial determination of the discharge of all claims other than reinstated claims and all interests other than reinstated intercompany interests, subject to occurrence of the effective date.

Case Administration Following Confirmation

• Notwithstanding the plan's own closing provision, on the effective date the cases of AHUSCO and Alea Group Holdings (Bermuda) Ltd. are deemed closed with the confirmation order serving as the final decree, without further motion or order, while the case of FIN Alea LLC remains open until fully administered and closed by final decree under Rule 3022; from the effective date, all pleadings in respect of FIN Alea LLC are filed in that case alone and the caption is amended accordingly.
• Requests for payment of administrative claims must be filed and actually received no later than 30 days after the effective date, subject to carve-outs for postpetition facility claims, adequate protection claims, professional fee claims, OCP claims, indenture trustee fees, previously allowed or ordinary-course administrative claims, and U.S. Trustee statutory fees. Final fee applications for professional fee claims are due no later than 45 days after the confirmation date.
• The stay of the confirmation order under Rule 3020(e) is waived, and the order takes effect immediately; it is a final order and the appeal period runs from entry.
• The court retains exclusive jurisdiction under sections 105(a) and 1142 over matters arising in, arising out of, or related to the cases and the plan, including claims allowance and estimation, assumption and cure disputes, plan interpretation and enforcement, and disputes over the releases, exculpation, and injunction; the reorganized debtors' organizational documents and any documents related to them are carved out and governed by the jurisdictional provisions in those documents.