Inotiv - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• Inotiv, Inc. and its affiliated Debtors have proposed a joint prepackaged Chapter 11 plan of reorganization (the “Plan”) that embodies the Restructuring Transactions, which the Debtors seek to consummate on the Plan Effective Date.
  • “Company” means Inotiv, Inc., an Indiana corporation, and all of its direct and indirect subsidiaries.
• The Plan implements the Restructuring Support Agreement (the “RSA”), dated as of June 2, 2026, by and among the Company Parties and the Consenting Stakeholders, including all exhibits, annexes, and schedules thereto.
  • The RSA Execution Date is the date upon which the RSA is made and entered into by and among the Company Parties, the Consenting First Lien Lenders, and the Consenting Noteholders.
• The “Restructuring Transactions” means the transactions necessary to complete the Plan, as further described in the RSA and Section 4.3 of the Plan.

Consent Rights

• The Plan (including the Plan Supplement) and all other Definitive Documents, together with any amendments, consents, waivers, or other deviations thereunder, shall be acceptable to the Required Consenting First Lien Lenders and the Required Lenders (as defined in the DIP Credit Agreement), and, solely to the extent set forth in the RSA, the Required Consenting Noteholders.
• All consent, consultation, and approval rights set forth in the RSA and the DIP Facility Documents are incorporated into the Plan by reference and are fully enforceable as if stated in full therein, and all such documents shall be consistent with the RSA in all respects.
• In case of a conflict as to consent, consultation, or approval rights between the RSA or a Definitive Document, on the one hand, and the Plan, on the other hand, the former shall control and govern.

Restructuring Transactions

• Following the Confirmation Date, the Company may take all actions reasonably necessary or appropriate to effectuate the Plan, in each case as contemplated by, subject to the consent rights under, and in accordance with, the RSA and the DIP Facility Documents, including:
  • the execution and delivery of appropriate agreements or documents of reorganization, and of instruments of transfer, assignment, assumption, or delegation of any property, right, liability, duty, or obligation, on terms consistent with the Plan;
  • the filing of appropriate certificates of conversion, formation, incorporation, or consolidation with the appropriate governmental authorities;
  • the execution, delivery, and filing of the Exit Financing Documents, the New Warrant Documents, and the New Organizational Documents;
  • such other transactions required to effectuate the Restructuring Transactions, including any mergers, consolidations, restructurings, conversions, dispositions, transfers, formations, organizations, dissolutions, or liquidations; and
  • all other actions that the Reorganized Debtors reasonably determine are necessary or appropriate.

Sources of Consideration

• The Debtors shall fund distributions under the Plan with:
  • Cash on hand, including Cash from operations;
  • the proceeds of the Exit Term Loan Facility and the Exit RCF;
  • the New Equity Interests; and
  • the New Warrants.
• Cash payments to be made pursuant to the Plan will be made by the Debtors or the Reorganized Debtors.

DIP Facility

• The DIP Facility is governed by a superpriority secured debtor-in-possession credit agreement (the “DIP Credit Agreement”) dated on or around the Petition Date, by and among Inotiv, Inc., as borrower, the other Debtors, as guarantors, the lenders party thereto, and the DIP Agent.
  • The DIP Agent is Acquiom Agency Services LLC, as administrative and collateral agent for the DIP Lenders.
  • “DIP Loans” means the term loans issued under the DIP Credit Agreement.
• The DIP Claims shall be Allowed in the full amount outstanding under the DIP Credit Agreement as of the Plan Effective Date, including principal, interest, fees, premiums, costs, other charges, and expenses, and all other obligations related to the DIP Facility, including the Exit Premium and the Upfront Premium.
• Except to the extent a Holder agrees to less favorable treatment, on the Plan Effective Date each Holder of an Allowed DIP Claim shall receive, in full and final satisfaction of such Claim, either Cash or Exit Term Loans issued under the Exit Term Loan Facility in an aggregate outstanding principal amount equal to the principal amount of the DIP Loans outstanding on the Plan Effective Date, which:
  • includes (A) the Upfront Premium paid in-kind in the form of DIP Loans upon the closing of the DIP Facility, (B) the Exit Premium, and (C) accrued and unpaid interest as of the Plan Effective Date;
  • excludes Transaction Expenses, fees and expenses payable to the DIP Agent (including fees and expenses of counsel), and indemnification obligations solely to the extent due and payable in Cash, each of which shall be paid in full in Cash on the Plan Effective Date; and
  • shall be funded on a cashless basis by rolling over the amounts outstanding under the DIP Facility Documents.

Exit Financing

• On the Plan Effective Date, the Reorganized Debtors’ funded debt shall consist of the Exit Term Loan Facility and the Exit RCF.
  • The Exit Term Loan Facility is a senior secured first lien term loan facility to be entered into by the Reorganized Debtors on the Plan Effective Date in an aggregate principal amount of $150 million, including paid-in-kind interest, fees, OID, or premiums to be earned and capitalized upon issuance.
  • The Exit RCF is a delayed draw, revolving, or asset-based working capital credit facility to be entered into by the Reorganized Debtors on the Plan Effective Date with the Required Consenting First Lien Lenders’ consent.
  • The Exit Lenders are the DIP Lenders on the Plan Effective Date and the other lenders from time to time under the Exit Term Loan Facility and the Exit RCF.
• The Reorganized Debtors may use the Exit Term Loan Facility and the Exit RCF for any purpose permitted by the Exit Financing Documents, including the funding of obligations under the Plan and the satisfaction of ongoing working capital needs.
• Confirmation of the Plan shall be deemed to constitute approval of the Exit Term Loan Facility, the Exit RCF, and the Exit Financing Documents, including any supplementation or additional syndication thereof and all actions, undertakings, and obligations of the Reorganized Debtors in connection therewith.

New Equity Interests, New Warrants, and Notes Recovery

• The New Equity Interests are the voting equity interests of the Reorganized Parent authorized under the New Organizational Documents and issued pursuant to the Plan on the Plan Effective Date.
  • The New Equity Interests (other than those issued pursuant to the Management Incentive Plan) shall be issued on the Plan Effective Date and distributed as soon as practicable thereafter, including to Holders of Allowed Prepetition First Lien Claims, Allowed Prepetition PIK Notes Claims, and Allowed Prepetition Unsecured Convertible Notes Claims, as applicable.
• The New Warrants are the warrants to be issued by the Reorganized Parent on the Plan Effective Date, exercisable into New Equity Interests on the terms set forth in the New Warrant Documents.
  • The New Warrants shall be issued on the Plan Effective Date and distributed as soon as practicable thereafter to Holders of Allowed Prepetition PIK Notes Claims and Allowed Prepetition Unsecured Convertible Notes Claims as a component of the Notes Recovery.
• The “Notes Recovery” means (a) 7% of the New Equity Interests, on a fully diluted basis, subject to dilution on account of the New Warrants and the Management Incentive Plan, and (b) the New Warrants.

Management Incentive Plan

• The Management Incentive Plan is a management incentive plan of the Reorganized Parent to be implemented after the Plan Effective Date, which shall make available to the Company’s employees and directors a pool of up to 10% of the New Equity Interests, on a fully diluted basis (assuming the New Warrants are treated as having been fully exercised).
  • The amount, form, participation, and vesting of the Management Incentive Plan shall be determined by the Reorganized Parent's New Board.
  • Separately, the Reorganized Parent may reserve for senior management a pool of up to 10% of the New Equity Interests (on a fully diluted basis, assuming the New Warrants are treated as having been fully exercised) that are issued and outstanding on the Plan Effective Date, on terms to be determined by the Reorganized Parent's New Board.

Treatment of Claims

• Prepetition First Lien Claims (Class 3):
  • The First Lien Lenders are the holders of Prepetition Term Loans.
  • The Prepetition First Lien Claims shall be Allowed in an aggregate amount equal to (i) no less than $274,900,000, representing total principal outstanding, plus (ii) all unpaid prepetition interest, fees, expenses, and other amounts outstanding under the Prepetition First Lien Credit Agreement on account of such loans.
  • Each Holder shall receive its Pro Rata Share of the New Equity Interests (subject to dilution on account of the New Warrants and the Management Incentive Plan) and the Remaining Exit Term Loans, which are the Exit Term Loans not provided to the DIP Lenders in satisfaction of DIP Claims.
  • Class 3 is Impaired and entitled to vote.
• DOJ Claims (Class 4):
  • The DOJ Claims are the Claims against certain Debtors arising under the Plea Agreement, dated June 3, 2024, made by and between the Company, the United States Attorney’s Office for the Western District of Virginia, and the United States Department of Justice.
  • The DOJ Claims shall be Allowed in full and Reinstated.
  • Class 4 is Unimpaired; Holders are conclusively presumed to accept and are not entitled to vote.
• Prepetition PIK Notes Claims (Class 5):
  • The Prepetition PIK Notes Claims shall be Allowed in an aggregate amount equal to (i) no less than $28,300,000, representing total principal outstanding, plus (ii) all unpaid prepetition interest, fees, expenses, and other amounts outstanding under the Prepetition PIK Notes Indenture on account of such notes.
  • On the Plan Effective Date, each Holder shall receive its Pro Rata Share of 21% of the Notes Recovery.
  • Class 5 is Impaired and entitled to vote.
• Prepetition Unsecured Convertible Notes Claims (Class 6):
  • The Prepetition Unsecured Convertible Notes Claims shall be Allowed in an aggregate amount equal to (i) no less than $131,700,000, representing total principal outstanding, plus (ii) all unpaid prepetition interest, fees, expenses, and other amounts outstanding under the Prepetition Unsecured Convertible Notes Indenture on account of such notes.
  • On the Plan Effective Date, each Holder shall receive its Pro Rata Share of 79% of the Notes Recovery.
  • Class 6 is Impaired and entitled to vote.
• General Unsecured Claims (Class 7):
  • On the Plan Effective Date, each General Unsecured Claim shall be Reinstated, or each Holder shall receive, at the option of the (Reorganized) Debtors (with the reasonable consent of the Required Consenting First Lien Lenders), such other treatment so as to render the Claim Unimpaired pursuant to section 1124 of the Bankruptcy Code. On and after the Plan Effective Date, the Reorganized Debtors shall continue to pay each Holder of a General Unsecured Claim in the ordinary course of business, subject to their right to dispute such Claim.
• Section 510(b) Claims (Class 10):
  • On the Plan Effective Date, all Section 510(b) Claims shall be discharged and released, and each Holder shall not receive or retain any distribution, property, or other value on account of such Claim.
  • Class 10 is Impaired and deemed to reject the Plan; Holders are not entitled to vote.
• Existing Equity Interests (Class 11):
  • On the Plan Effective Date, all Existing Equity Interests shall be cancelled, released, extinguished, or otherwise eliminated without any distribution, and each Holder shall not receive or retain any distribution, property, or other value on account of such Existing Equity Interest.
  • Class 11 is Impaired and deemed to reject the Plan; Holders are not entitled to vote.

Voting

• Only Holders of Allowed Claims in Classes 3, 5, and 6 are entitled to vote to accept or reject the Plan.
• An Impaired Class of Claims shall have accepted the Plan if (i) the Holders of at least two-thirds (2/3) in amount and (ii) the Holders of more than one-half (1/2) in number of the Allowed Claims actually voting in such Class have voted to accept the Plan.

Private Company

• The Reorganized Parent shall emerge from the Chapter 11 Cases on the Plan Effective Date as a private company, and the New Equity Interests shall not be listed on a public stock exchange.
  • Subject to the provisions of the applicable paragraph, the Reorganized Parent shall not be a public reporting company under the Exchange Act, nor shall it voluntarily subject itself to any SEC reporting requirements.
  • The Reorganized Parent shall not be required to list the New Equity Interests on a U.S. or any foreign stock exchange.

Milestones and Conditions Precedent

• “Milestones” means the milestones set forth in the RSA, all of which must have been met or waived in accordance with the terms thereof as a condition to the Plan Effective Date.
• The following documents, among others, shall have been executed, are consistent with the RSA, shall be in full force and effect substantially contemporaneous with consummation of the Restructuring Transactions, and shall not have been stayed, modified, revised, vacated, subject to any pending appeal, or terminated prior to the Plan Effective Date:
  • the New Organizational Documents;
  • the Exit Financing Documents;
  • the New Warrant Documents;
  • such other orders, agreements, and documentation necessary or desirable to consummate and document the transactions contemplated by the RSA and the Plan;
  • all other Definitive Documents and financing documents needed to effectuate the Restructuring Transactions; and
  • all other material customary documents delivered in connection with transactions of this type.
• Each Definitive Document shall be in form and substance consistent with the RSA (including the consent rights therein), and any condition requiring an agreement, order, or document to be in full force and effect, or entered by the Bankruptcy Court, includes a requirement that such agreement, order, or document is consistent with the RSA and otherwise in form and substance as set forth therein.

Releases

• The Plan provides for a Debtor Release (Section 9.3(a)) and a Third-Party Release (Section 9.3(b)).
• The “Released Parties” include, in each case solely in its capacity as such:
  • each Debtor and each Reorganized Debtor;
  • each Consenting First Lien Lender, each Consenting PIK Noteholder, and each Consenting Unsecured Convertible Noteholder;
  • each DIP Lender and the DIP Agent;
  • the Trustee and the Prepetition Agent; and
  • each current and former Affiliate, and each Related Party, of the foregoing Entities.
• An Entity shall not be a Released Party if it (x) elects to opt out of the Third-Party Release, or (y) timely objects to the Third-Party Release and such objection is not withdrawn or otherwise resolved before the Confirmation Order is entered.
• The “Releasing Parties” include each Released Party, each Estate, and each Holder of Claims that votes to accept, is presumed to accept, is entitled to vote and abstains, or votes to reject the Plan and, in each case, does not affirmatively opt out of the Third-Party Release; Holders of Claims and Interests deemed to reject the Plan who affirmatively opt in; and each Related Party of the foregoing to the extent described in the Plan.
• No Holder of Claims or Interests that is deemed to reject the Plan shall be a Releasing Party unless such Holder affirmatively opts in to the Third-Party Release, and any opt-out election made by a Consenting Stakeholder in any capacity in contravention of the RSA is void ab initio.
• The Releases do not release, among other things, (i) any post-Plan Effective Date obligations under the Plan or any implementing document, (ii) any Retained Causes of Action, (iii) any Released Party from Claims or Causes of Action judicially determined by a Final Order to have constituted actual fraud, willful misconduct, criminal misconduct, or gross negligence, or (iv) Claims or Causes of Action among non-Debtor Affiliates or against the Debtors that are Reinstated or asserted by non-Debtor Affiliates. The Debtor Release (including the scope of the Released Parties) is expressly subject to the conclusion of the Special Committee's Investigation, and the Debtors reserve the right, prior to Confirmation, to decline to release and to bring any such Claims or Causes of Action.

Exculpation and Injunction

• The 'Exculpated Parties' are, in each case solely in its capacity as such and to the fullest extent permitted by law, (a) each of the Debtors and their Estates and (b) with respect to the Debtors, each of their independent directors.
• Effective as of the Plan Effective Date, no Exculpated Party shall have or incur liability for, and each is exculpated from, any Claims or Causes of Action for any act taken or omitted between the Petition Date and the Plan Effective Date relating to the Chapter 11 Cases, the Restructuring Transactions, and the negotiation and implementation of the Plan, except for acts or omissions judicially determined by a Final Order to have constituted fraud, willful misconduct, or gross negligence.
• The Plan permanently enjoins all Entities holding Claims, Interests, or Causes of Action that are released, discharged, or exculpated under the Plan from commencing or continuing any action, enforcing any judgment or lien, or asserting any setoff against the Debtors, the Reorganized Debtors, the Released Parties, or the Exculpated Parties on account of such Claims, Interests, or Causes of Action.

Governing Law

• Except to the extent that the Bankruptcy Code, the Bankruptcy Rules, or other federal Law is applicable, or to the extent that a related exhibit, supplement, or document (including the DIP Facility Documents, the Exit Financing Documents, the New Organizational Documents, and the New Warrant Documents) provides otherwise, the Plan shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to conflict of Laws principles that would require application of the Law of another jurisdiction.