ASP Unifrax Holdings - Chapter 11 Case Summary

Business Description

Headquartered in Irving, Texas, Ulysses Investment Holdco, Inc. ("Ulysses Investment Holdco"), together with its Debtor affiliates (collectively, the "Debtors") and their non-Debtor direct and indirect subsidiaries (collectively, the "Company" or "Alkegen"), is a leading global manufacturer of high-performance thermal management, filtration, emissions control, and battery fire protection solutions.

• Alkegen's business is predominately focused on the production and sale of safe, high-performance fibrous materials with unique chemistries.

Excluding its stake in Luyang, Alkegen employs approximately 3,900 people in 23 countries. Sales to customers in North America, Europe, and Asia accounted for approximately 55 percent, 30 percent, and 15 percent, respectively, of Alkegen's revenue in 2025.

Alkegen has commenced these chapter 11 cases (the "Chapter 11 Cases") to implement a highly consensual and comprehensive value-maximizing transaction.

---

Corporate History

Alkegen as it exists today is the result of the consolidation of two global leaders in filtration and insulation materials: Unifrax LLC ("Unifrax") and Lydall, Inc. ("Lydall"). Unifrax's inception dates back to the groundbreaking invention of ceramic fiber in the 1940s, while Lydall's roots reach back to the mid-1800s, when the Lydall and Foulds families began manufacturing knitting needles. Following Unifrax's acquisition of Lydall in September 2021, the Company integrated operations under the "Alkegen" banner, and true to its innovative origins, Alkegen has been a pioneer in the production of high-quality specialty materials since its formation.

Unifrax

• Scientist Charles McMullen founded Unifrax in 1942 after inventing ceramic fiber, a then-revolutionary insulation material that could withstand extreme heat despite having extremely low weight. Introduced commercially a decade later as Fiberfrax®, ceramic fiber is now sold by the Company in over fifty different product forms, including as heat-resistant blankets, insulating paper, fireproof ropes, and rigid thermal boards.
• Beginning in 2000, Unifrax expanded its focus to include producing emission control products for the automotive industry, and in 2006 it launched its fire protection products worldwide under the FyreWrap® brand. Through continuous expansion and innovation, Unifrax became a leading global provider of high-performance specialty materials with applications such as thermal management, specialty filtration, emission control, and fire protection.

Lydall

• Lydall was founded in 1869, when the Lydall and Foulds families began to manufacture knitting needles in Manchester, Connecticut. Over the following decades, the Lydalls and Foulds expanded into the manufacture of paper products, founding the Lydall & Foulds Paper Company in 1899.
• The Lydall & Foulds Paper Company was eventually acquired in 1961 by the Colonial Board Company, a paper and board manufacturer that subsequently went public in 1963. Six years later, the Colonial Board Company merged with the Superior Steel Ball Company to create Lydall, Inc., initiating a period of expansion into new markets. Lydall, Inc. became a leader in the design and production of specialty filtration materials and advanced material solutions and eventually listed on the New York Stock Exchange in 1989.

Sponsor's Acquisition and the Formation of Alkegen

• In December 2018, Unifrax was acquired by investment vehicles affiliated with Clearlake Capital Group, L.P. (the "Sponsor").
• In September 2021, Unifrax acquired Lydall in an effort to expand its global reach and diversify its offerings, creating Alkegen as it exists today. The resulting consolidation allowed the two companies to capitalize on their collective expertise in manufacturing high-performance materials.

Luyang and Continued Expansion

• Since 2014, Alkegen has owned a stake in China-based non-Debtor Luyang Energy-Savings Materials Co. Ltd. (together with its wholly owned subsidiaries, "Luyang") as a "foreign strategic investment in a listed company" under China's Administrative Measures for Strategic Investment by Foreign Investors in Listed Companies. Luyang produces energy-saving materials including ceramic fibers, soluble fibers, alumina fibers, and other high-temperature insulating materials.
• In June 2022, Debtor Luyang Unifrax Asia-Pacific Holding Limited obtained a controlling ownership interest in Luyang (approximately 52.43 percent, which subsequently increased to 52.66 percent due to share cancellation). By acquiring a controlling stake, Alkegen sought to capitalize on the growth of the Chinese market by leveraging Luyang's existing thermal-management products while expanding its footprint across China and the broader Asia-Pacific region.
• In 2022, the Company released its AlkeGel™ product platform, a customizable, lightweight, and integration-ready fiber aerogel blanket solution designed for electric vehicle, battery fire protection, and industrial applications. AlkeGel™ is in full commercial production and has been installed in numerous U.S. refineries and validated in large-scale electric vehicle programs.

Organizational Structure

• Alkegen's organizational structure consists of 115 entities, 63 of which are Debtors in these Chapter 11 Cases.
• The Company includes entities incorporated in the United States, the United Kingdom, Canada, Mexico, France, Germany, Luxembourg, Italy, Austria, the Czech Republic, Poland, the Netherlands, Russia, Turkey, the United Arab Emirates, Bahrain, China, India, Japan, Korea, Brazil, Argentina, South Africa, and Australia.

---

Operations Overview

Alkegen has approximately 50 fully integrated global manufacturing facilities located in the United States, Canada, Europe, the Middle East, Africa, Asia, and Latin America, along with research and development centers around the globe. The Company's manufacturing plants, which are strategically positioned near local material supply and low-cost energy sources, allow it to provide customers with industry-leading products at competitive prices, and the Company continues to research and develop technologies to improve upon its existing products and explore new innovative solutions.

Alkegen's core portfolio currently includes high-temperature insulation materials such as refractory ceramic fiber, polycrystalline wool, low biopersistent fiber, and aerogel composites that are engineered into blankets, felts, papers, boards, and mats for use in steel and aluminum manufacturing, petrochemical refining, glass production, and mineral processing.

• Materials engineered by Alkegen support essential components like blast furnaces, molten metal transport vessels, catalytic furnace linings, exhaust systems, and burner housings, and play a role in residential products such as heaters and household appliances.
• Over time, Alkegen's product portfolio has expanded to address diverse needs including automotive emission control, electric vehicle battery safety, commercial building fire protection, aerospace insulation, and advanced filtration. The Company's products undergo extensive testing before reaching the market and are designed to meet specific customer needs, and each of Alkegen's materials is engineered to endure and protect customers' assets long into the future.

Relationship with Luyang

• Alkegen is a strategic partner of, and the largest shareholder in, Luyang. Although Alkegen holds the majority of the board seats in Luyang and has various technology sharing agreements with Luyang, the two companies operate independently.
• Financially, Alkegen receives periodic dividend payments on its investment in Luyang and engages in a limited set of other transactions.

Sustainability

• Consistent with its long-term outlook, the Company is deeply committed to sustainability, which is core to its corporate strategy across product innovation, capital investments, supply chain management, and enterprise risk planning. Alkegen's materials support a wide variety of technologies, from thermal insulation and industrial filtration to solar and electric vehicles, that enhance energy efficiency and reduce pollution.
• The Company is similarly committed to reducing its own operations' environmental impact. For example, between 2024 and 2025, Alkegen's water consumption declined by 55 percent in water-stressed regions, and the Company implemented several measures aimed at reducing its greenhouse gas emissions while optimizing consumption and waste outputs to improve operational efficiency and reduce costs.

Organization

Alkegen is organized into two primary divisions—the industrial solutions group ("Industrial Solutions") and the mobility solutions group ("Mobility Solutions")—each of which addresses a variety of end user markets via a wide range of products. In addition, Alkegen includes an industrial filtration business ("Industrial Filtration") and a new start-up business, SiFAB®.

• Industrial Solutions: Alkegen's core offering, which spans countless specialized applications, including insulation, energy preservation, fire protection, high-performance filtration, and glass fiber used in absorbent glass mat batteries. Industrial Solutions is the largest of Alkegen's business groups and accounted for approximately $636 million of revenue in 2025, or over 64 percent of 2025 total revenue.
  • The portfolio includes strong market positions in insulation materials, high efficiency filtration solutions, and micro fine glass fibers. Alkegen's insulation materials can function at extreme temperatures, making them a critical component of various complex industrial, manufacturing, and construction processes.
• Mobility Solutions: A leading manufacturer of insulation materials used in both traditional and electric vehicles, with products used across the transportation industry, including emission control mats, battery fire protection applications for both electric vehicles and stationary energy storage systems, and sealing products in heavy duty, automotive, and other engines. Mobility Solutions accounted for $267 million of total revenue in 2025—approximately 27 percent of 2025 total revenue.
  • Its products are used by virtually every automaker for catalytic converter support. Alkegen also produces a wide range of both refractory ceramic fibers and aerogel-based battery fire protection products, used for electric vehicle energy storage systems, and sealing, including gaskets, paper, and other materials for automotive and industrial uses.
• Industrial Filtration: Manufactures felt-based filtration media primarily for industrial waste gases, including for the energy, minerals, chemicals, and metal production markets. Industrial Filtration accounted for approximately $88 million of total revenue in 2025, which was approximately nine percent of Alkegen's total annual revenue.
• SiFAB®: Launched in 2017 as a long-range research and development project, SiFAB® is a structured silicon anode material incorporated into the anode of lithium-ion batteries, which allows for increased energy density and ultimately longer run times, greater range, and lighter, smaller batteries. Alkegen is working towards commercializing SiFAB® for various applications, including automotive, drones, defense, and consumer electronics.

---

Prepetition Obligations

As of the Petition Date, Alkegen has approximately $3.34 billion in aggregate principal outstanding for its funded debt obligations. In addition to the $3.3 billion of principal outstanding, accrued interest and make-whole provisions result in total funded debt of $3.5 billion. The Company's prepetition capital structure is summarized below.

First Lien Credit Facilities

The Debtors are party to a first lien credit agreement dated as of September 30, 2024 (the "First Lien Credit Agreement"), by and among, inter alios, ASP Unifrax Holdings, Inc. ("ASP Unifrax"), as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Wilmington Savings Fund Society, FSB, as collateral agent. The First Lien Credit Facilities, which consist of the Revolving Credit Facility and the First Lien Term Loans, are secured by liens on substantially all of the assets of the guarantors and ASP Unifrax (collectively, the "Secured Facility Pledgors"), subject to certain exclusions.

• Revolving Credit Facility: Certain First Lien Credit Facilities Lenders (the "RCF Lenders") made revolving credit commitments to the Debtors in an aggregate principal amount of $200 million, including a letter of credit sub-limit of $25 million.
  • Loans outstanding generally accrue interest at an annual rate equal to Adjusted Term SOFR plus 3.85 percent, payable in cash.
  • As of the Petition Date, principal obligations total approximately $186 million, with an additional $8.1 million of letters of credit issued and outstanding.
• First Lien Term Loans: The First Lien Term Loan Lenders extended to the Debtors (a) initial term loans in an aggregate principal amount of approximately $1.4 billion and (b) delayed draw term loans in an aggregate principal amount of $175 million.
  • Prior to September 30, 2026, the First Lien Term Loans accrue interest at an annual rate of Adjusted Term SOFR plus 7.00 percent if paid in cash, or Adjusted Term SOFR plus 7.75 percent if paid in part in cash and in part in kind, subject to the election of the Company. Beginning on September 30, 2026, the First Lien Term Loans accrue interest at Adjusted Term SOFR plus 7.00 percent, payable entirely in cash.
  • As of the Petition Date, principal obligations total approximately $1.67 billion.

Secured Notes

• First Lien Notes: Pursuant to a first lien senior secured PIK toggle notes indenture dated as of September 30, 2024, the Company issued first lien secured notes in an aggregate principal amount of approximately $365 million (which, together with the First Lien Credit Facilities, comprise the "Senior Facilities").
  • From issuance until September 30, 2026, the First Lien Notes generally accrue interest at an annual rate of 10.425 percent if paid solely in cash or 11.175 percent if paid in part in cash and in part in kind, of which 6.425 percent is payable in cash and 4.750 percent is payable in kind, subject to the election of ASP Unifrax. Beginning on September 30, 2026, interest must be paid solely in cash at a rate equal to 10.425 percent.
  • The First Lien Notes are secured by liens on substantially all of the assets of the Secured Facility Pledgors. As of the Petition Date, principal obligations total approximately $397 million.
• Second Lien Notes: Pursuant to a second lien senior secured PIK toggle notes indenture dated as of September 30, 2024, the Company issued second lien secured notes in an aggregate principal amount of approximately $924 million.
  • From issuance until September 30, 2026, the Second Lien Notes generally accrue interest at an annual rate of 7.10 percent, of which 5.85 percent is payable in cash and 1.25 percent is payable in kind, subject to the election of the Company. Beginning on September 30, 2026, the Second Lien Notes accrue interest at 7.10 percent, payable entirely in cash.
  • The Second Lien Notes are secured by liens on substantially all of the assets of the Secured Facility Pledgors. As of the Petition Date, approximately $945 million remain outstanding.
• Third Lien Notes: Pursuant to an indenture dated as of September 30, 2021 (as modified, including by a second supplemental indenture dated as of September 30, 2024), the Company issued senior secured notes in an initial aggregate principal amount of $800 million.
  • The Third Lien Notes accrue interest at an annual rate of 5.25 percent, payable in cash, and are secured by liens on substantially all of the assets of ASP Unifrax. As of the Petition Date, approximately $102 million remain outstanding.

Unsecured Notes

• Pursuant to an indenture dated as of September 30, 2021 (as supplemented by a second supplemental indenture dated as of September 30, 2024), the Company issued unsecured notes in the initial aggregate principal amount of $400 million.
  • The Unsecured Notes accrue interest at an annual rate of 7.50 percent, payable in cash. As of the Petition Date, approximately $24 million remain outstanding.

Capital Leases

• The Debtors are also party to certain capital leases, the outstanding balance on which is approximately $50 million as of the Petition Date. The principal amount outstanding reflected above does not include any amount owed on account of the capital leases.

Intercreditor Agreements

• The relative payment and lien priority of the RCF Lenders, the First Lien Term Loan Lenders, and the First Lien Noteholders (collectively, the "Senior Secured Parties") is governed by a pari passu intercreditor agreement dated as of September 30, 2024 (the "Senior Intercreditor Agreement"). Under the Senior Intercreditor Agreement, upon the exercise of remedies following an event of default, the proceeds of any Shared Collateral are applied, generally: first, to Revolving Credit Facility obligations that are not principal obligations; second, to Revolving Credit Facility obligations that are principal obligations; third, to the First Lien Term Loan obligations and the First Lien Notes obligations on a pro rata basis; and fourth, according to the distribution set forth in the Junior Intercreditor Agreement.
  • Additionally, if any DIP financing is secured by liens that are pari passu with, or senior to, the liens securing the RCF Obligations, all such RCF Obligations must either be rolled up into the DIP financing with senior priority or be repaid in full in cash upon the interim funding thereof.
• The relative payment and lien priority of the Senior Secured Parties, the Second Lien Notes Secured Parties, and the Third Lien Notes Secured Parties are governed by a first lien/second lien/third lien intercreditor agreement dated as of September 30, 2024 (the "Junior Intercreditor Agreement"), which generally provides that liens securing the Senior Facilities are senior to liens securing the Second Lien Notes, and that liens securing the Second Lien Notes are senior to liens securing the Third Lien Notes.
  • Upon the exercise of remedies following an event of default, any Shared Collateral or proceeds thereof are applied first to Senior Facility obligations, second to Second Lien Note obligations, third to Third Lien Notes to the Excess Senior Obligations, and fourth to the Third Lien Notes. In addition, if the Senior Secured Parties consent to, or do not object to, any DIP financing, the Second Lien Noteholders and the Third Lien Noteholders have agreed not to object to such DIP financing and to subordinate their respective liens on the same basis as they are subordinated to the liens securing the Senior Facilities Obligations.

Equity Interests

• As of the Petition Date, the equity of parent Debtor Ulysses Investment Holdco, Inc. consists of approximately 450,000 issued and outstanding shares of preferred A-1 stock, approximately 96,000 issued and outstanding shares of senior common stock, approximately 803,000 issued and outstanding shares of preferred stock, and approximately 300 issued and outstanding shares of class A common stock. None of these securities is listed on a national securities exchange.
• The vast majority of the Senior Common Stock and the Preferred A Stock are held by investment vehicles affiliated with the Sponsor, the Common A Stock is held by family members of one of Alkegen's former employees, and all of the Preferred A-1 Stock are held by third-party investors.

Waivers and Forbearance Agreements

• On May 18, 2026, the Secured Facility Pledgors and certain Consenting Holders executed a limited waiver (the "Limited Waiver") pursuant to which the Consenting Holders agreed to waive, for a limited time, certain requirements under the First Lien Credit Agreement and First Lien Notes Indenture, including the requirement that ASP Unifrax deliver, among other items, an unqualified audit opinion together with certain financial statements for the fiscal year ended December 31, 2025 and the fiscal quarter ended March 31, 2026 and related compliance certificates (collectively, the "Financial Deliverables"), as well as any default or event of default resulting from the failure to deliver the Financial Deliverables.
• On the same date, ASP Unifrax and certain Second Lien Noteholders executed a forbearance agreement (the "Forbearance Agreement") pursuant to which the Second Lien Waiving Holders agreed to forbear from exercising certain rights and remedies under the Second Lien Notes Indenture resulting from the Company's failure to deliver certain annual and quarterly financial statement deliverables and related compliance certificate.
• On June 30, 2026, the Consenting Holders and the Second Lien Waiving Holders each agreed to an extension of the Limited Waiver and the Forbearance Agreement, respectively, to July 30, 2026.

---

Events Leading to Bankruptcy

Business Challenges

Over the past several years, macroeconomic crosscurrents and market-specific pricing pressures have weakened global demand for industrial products, compressing Alkegen's margins and weakening its financial position. The Company's performance has been hampered by a number of factors, including rising interest rates and supply overcapacity, as well as company-specific factors such as underperformance in product development and suboptimal capital allocation, all in the face of an onerous capital structure.

• Interest Rates: Elevated interest rates have depressed demand for global industrial products since the COVID-19 pandemic, with industrial capacity utilization below its long-run average, negatively impacting Alkegen's customers, especially within the Industrial Solutions and Industrial Filtration product groups. Driven in part by high interest rates, electric vehicle sales have notably declined over the past year, representing only 5.3 percent to 6 percent of new-vehicle sales, down from the peak of 10.6 percent in 2025, and overall, the transition to electric vehicles, particularly in North America, has failed to meet expectations since 2024. Alkegen, which is highly exposed to the automotive manufacturing, steel manufacturing, and construction end markets, has been especially sensitive to these macroeconomic headwinds.
• Supply Overcapacity: Persistent overcapacity in Chinese manufacturing has catalyzed fierce pricing competition among Chinese producers, with harmful spillover effects for producers outside of China, resulting in loss of market share and, when combined with global inflationary pressures, margin compression. Alkegen's acquisition of a controlling stake in Luyang further exposed the Company to overcapacity in Chinese industrial production, persistent downward pricing pressure, contracting domestic markets, and delays in anticipated sales. Since the controlling stake acquisition in 2022, Luyang's market capitalization has declined approximately 60 percent, and in 2025 Luyang's sales declined by $141 million, representing a substantial loss in market share and contributing to a decrease in adjusted EBITDA by over 50 percent, which has limited Luyang's capacity to provide dividends to Alkegen.
• Product Development Underperformance: While the Company has continued to innovate and successfully develop new products, several key growth initiatives that underpinned the 2024 Refinancing have either not achieved commercialization or experienced delayed ramp-ups due to shifting market dynamics, longer-than-anticipated commercialization timelines, or extended development cycles.
• Suboptimal Capital Allocation: Historical allocation of capital has had a negative impact on the business. Challenges related to plant maintenance led to operating difficulties at many of Alkegen's facilities, impacting both revenue and cost, while the Company's complex organizational structure reduced efficiency and profitability. Furthermore, Alkegen's highly leveraged capital structure at times led to a focus on higher impact activities with more difficult execution, while under-investing in the core business.
• Inflation: Continued inflationary pressures have adversely affected Alkegen's supply chain, and the markets Alkegen serves have been oversaturated due to weakened demand compared to expectations following the end of the COVID-19 pandemic.

The 2024 Refinancing

Against this backdrop, in 2023 Alkegen engaged Kirkland & Ellis LLP ("Kirkland") and Centerview Partners LLC ("Centerview") to evaluate options for addressing an upcoming 2025 maturity on the Company's then-existing first lien debt facility. Following an extensive marketing process involving both existing creditors and third-party financing sources that began in February 2024, the Company reached an agreement with the majority of its existing lenders and new third-party investors (who are now members of the Ad Hoc Group) on the terms of a series of transactions (the "2024 Refinancing") pursuant to which:

• the Company obtained a sixteen month maturity extension for its then-existing revolving facility by uptiering the revolving facility to a superpriority position;
• the Company refinanced in cash its then-existing first lien term loan via entry into the Senior Facilities; and
• holders of a majority of the Company's then-existing secured notes and Unsecured Notes (collectively, the "Old Notes") exchanged their notes for the newly issued Second Lien Notes and consented to eliminate substantially all affirmative and negative covenants and certain events of default, modify covenants regarding mergers and consolidations and certain other provisions, release the guarantees under the indentures governing the Old Notes, and change the lien priority of the Third Lien Notes from first priority to third priority.

• The 2024 Refinancing enabled the Company to push all its funded debt maturities to 2028 and 2029, capture approximately $150 million of discount from exchanges of the Company's secured and unsecured notes, and obtain incremental liquidity of approximately $350 million. The Senior Facilities and the Second Lien Notes both included a PIK interest option for the first two years following closing. Consummation of the 2024 Refinancing was approved by a special committee of the boards of Ulysses Parent, Inc. and ASP Unifrax comprising Gary Begeman, a disinterested director appointed on September 10, 2024, who subsequently resigned from the Boards following closing.
• Despite successfully pushing out near-term maturities and providing new liquidity, the 2024 Refinancing did not meaningfully reduce the Company's overall debt burden. Meanwhile, a recovery in Alkegen's key end markets anticipated to begin in 2025 failed to materialize, and persistent weakness in the petrochemical, steel and aluminum, automotive, and general industrial sectors, coupled with continued competitive pressure from China, further eroded the Company's margins and cash flows. Moreover, the PIK interest options included in the Senior Facilities and the Second Lien Notes are set to expire on September 30, 2026, imposing an incremental annual cash burden of approximately $110 million and further compressing the Company's already-strained liquidity position.

Operational Changes

• In late 2025, the Company and Alvarez & Marsal North America, LLC ("A&M") commenced an initiative (code-named Project Horizon) to further address ongoing market pressures, increase efficiency, and lower costs. As part of this initiative, in March 2026, Alkegen simplified its operating structure from nine business units into the two primary groups of Industrial Solutions and Mobility Solutions, streamlining its hierarchy, increasing coordination across sales teams, establishing centralized operations management, and improving accountability. The reorganization also resulted in head-count reductions driving approximately $9 million of annual savings.
• The Company, with the assistance of A&M, also identified a number of additional performance improvement opportunities being implemented over 2026 through 2028, focused on, among other things, improving capital allocation and reinvesting in the core businesses. Together with Project Horizon, the Company's operational projects are forecasted to generate approximately $40 million in Adjusted EBITDA improvements by 2030. However, while these cost rationalization measures have generated, and will continue to generate, meaningful cost savings, they are insufficient to allow the Company to support its current level of debt without a comprehensive restructuring of the capital structure. Under Alkegen's prepetition capital structure, its annual debt service (including both cash pay and PIK interest) was forecasted to be approximately $320 million in 2026, up from $297 million in 2025.

Retention of Professionals and Enhanced Corporate Governance

• Faced with declining liquidity and an increasingly unsustainable capital structure, the Boards determined to make a leadership change in October 2025, appointing Brian Whittman as Chief Executive Officer and Bob Caruso as Chief Transformation Officer and bringing in additional professionals from A&M to support a comprehensive review of the business, develop a 2026 budget and long-range business plan, and identify and implement performance improvement initiatives. In February 2026, the Company reengaged Kirkland as legal counsel and Centerview as investment banker (together with A&M, the "Advisors") to evaluate potential refinancing and restructuring options.
• On March 10, 2026, two experienced and disinterested directors, David Ford and Todd Arden (the "Disinterested Directors"), were appointed to the Boards, and the Boards established a special committee comprising the Disinterested Directors (the "2026 Special Committee"), delegating to it exclusive authority over matters involving actual or potential conflicts of interest between the Company and its Related Parties (the "Conflicts Matters") and authority to review and evaluate strategic transactions.
• On April 16, 2026, the Company, at the sole direction of the Disinterested Directors, retained Katten Muchin Rosenman LLP as independent counsel to assist in conducting an independent investigation into the merits and potential value of any potential claims and causes of action related to any Conflicts Matters (the "Independent Investigation"). The Independent Investigation remains ongoing as of the date hereof, and the 2026 Special Committee anticipates concluding it during these Chapter 11 Cases. After consulting with the Advisors, the 2026 Special Committee ultimately recommended that the Company enter into the Restructuring Support Agreement, incur the DIP financing, and commence these Chapter 11 Cases.

Engagement with Key Stakeholders and Entry into the Restructuring Support Agreement

• Through discussions with the Advisors, the Company determined that Alkegen needed a comprehensive solution to right-size its balance sheet, and initiated discussions in late Q1 regarding potential financing or restructuring solutions with its key stakeholders, including the ad hoc group of certain holders of First Lien Term Loans, First Lien Notes, and Second Lien Notes (the "Ad Hoc Group") and its advisors, Davis Polk & Wardwell LLP and PJT Partners LP. Over the course of May and June, the Company and the Ad Hoc Group traded multiple term sheets and made progress in establishing the framework of a mutually agreeable transaction, and the Company and the Ad Hoc Group determined that prepackaged chapter 11 cases would be the only viable option to substantially deleverage its capital structure on an expedited timeline.
• On July 19, 2026, following months of good faith, arm's-length negotiations, the Company, the Ad Hoc Group, and the Sponsor executed the Restructuring Support Agreement (the "Restructuring Support Agreement") to consummate the Restructuring Transactions, which will address approximately $3.5 billion of funded debt obligations as of the Petition Date. Since then, lenders and noteholders outside of the Ad Hoc Group have also joined the Restructuring Support Agreement. The Restructuring Transactions enjoy the support of holders of 99 percent of outstanding First Lien Claims, 80 percent of outstanding Second Lien Notes Claims, 95 percent of Preferred A Stock, and 99 percent of Senior Common Stock.

The Restructuring Transactions

The proposed transaction is expected to significantly delever Alkegen's balance sheet by eliminating approximately $3.1 billion of funded debt obligations and to provide Alkegen with $315 million in critical new money financing via the DIP Facility, which will be used to pay down the RCF Obligations, fund the Company's ongoing operations both during and after these Chapter 11 Cases, and ensure trade creditors are left unimpaired. The Restructuring Transactions will also result in $150 million of borrowing capacity upon emergence to fund working capital needs and growth. The key terms of the Restructuring Support Agreement and the Plan include the following:

• DIP Facility: Entry into a senior secured superpriority debtor-in-possession financing facility in an aggregate principal amount of $630 million, consisting of $315 million in new money term loans and notes and $315 million in roll-up term loans and notes. As of the Petition Date, the Debtors have approximately $35 million in unrestricted cash on hand, which is insufficient to fund these Chapter 11 Cases. The facility will be backstopped by the Backstop Parties in exchange for the DIP Backstop Premium.
• Equity Rights Offering: The opportunity for each holder of an Allowed First Lien Claim to purchase its pro rata share of 59 percent of New Equity Interests in an amount up to $335 million in aggregate value, subject to dilution by the Management Incentive Plan, and backstopped by the Backstop Parties in exchange for the Equity Backstop Premium.
• First Lien Revolving Loan Claims Treatment: Repayment in full of the Revolving Credit Facility from proceeds of the DIP Term Loans.
• First Lien Secured Claim Treatment: Each Holder of an Allowed First Lien Secured Claim will receive its pro rata share of (i) Exit Term Loans in an aggregate principal amount equal to $85 million and (ii) 100 percent of the New Equity Interests, subject to dilution, and the right to participate in the Equity Rights Offering on a pro rata basis.
• Unsecured Funded Debt Claim Treatment: Each Holder of an Allowed Unsecured Funded Debt Claim will receive its pro rata share of the New Equity Warrants and the Unsecured Funded Debt Equity Interests.
• General Unsecured Claims Treatment: Reinstatement in full of all General Unsecured Claims.
• Existing Equity Treatment: The cancellation of Alkegen HoldCo Interests.
• Exit Funding: Sufficient funding for plan distributions and exit via the $400 million in Exit Term Loans, the proceeds of the Equity Rights Offering, the New Equity Interests, and the New Equity Warrants. In addition, on or after the Effective Date, the Company Parties may seek to enter into a New RCF with an aggregate principal commitment of up to $150 million.

• The Restructuring Support Agreement includes certain case milestones to ensure the Chapter 11 Cases proceed efficiently, including that the Interim DIP Order be entered not later than two business days following the Petition Date, and that the Effective Date occur not later than fourteen calendar days after entry of the Confirmation Order (subject to automatic extension if the Effective Date has not occurred due solely to outstanding regulatory approvals).

Chapter 11 Filing and Go-Forward Strategy

• Given the high level of consensus for the Restructuring Transactions, the Debtors launched solicitation on July 20, 2026 with a voting deadline of August 17, 2026 pursuant to sections 1125 and 1126(b) of the Bankruptcy Code, and seek to proceed to Confirmation on an approximately 45-day timeline, subject to Court approval, to minimize disruption to the business and the accrual of administrative expenses.
• Once the Restructuring Transactions are implemented, the Company will emerge from chapter 11 with only $400 million of funded debt and approximately $200 million in liquidity. As a result of these extensive prepetition efforts, Alkegen enters these Chapter 11 Cases with the overwhelming support of its stakeholders, stronger operational performance, and sufficient liquidity to fund ongoing operations, positioned to emerge as a healthy, well-capitalized enterprise.