Multi-Color Corporation - Chapter 11 Plan / RSA Terms

Plan / RSA Terms

Overview

• Multi-Color Corporation and its debtor affiliates (collectively, the "Debtors") propose a joint prepackaged chapter 11 plan of reorganization (the "Plan") for the resolution of outstanding claims against and interests in the Debtors.
• The Debtors entered into a Restructuring Support Agreement ("RSA"), dated as of January 25, 2026, with the Consenting Stakeholders, which include:
  • The Consenting First Lien Lenders (holders of First Lien Claims that executed counterpart signature pages to the RSA)
  • The Consenting Unsecured Noteholders (holders of Unsecured Notes Claims that executed counterpart signature pages to the RSA)
  • The Plan Sponsor (affiliates of Clayton, Dubilier & Rice, LLC)
  • The Sponsor
• The Plan contemplates a Plan Total Enterprise Value of $3,275,000,000 and a Plan Equity Value of $625,000,000.
• The Plan is the product of good faith, arm's-length negotiations among the Debtors and the Consenting Stakeholders. The chapter 11 cases were filed with the legitimate purpose of allowing the Debtors to implement the restructuring transactions, reorganize, and emerge with a capital and organizational structure that will allow them to conduct their businesses and satisfy their obligations with sufficient liquidity and capital resources.

Key Parties

• The Secured Ad Hoc Group is an ad hoc group of holders of Cash Flow Revolving Facility Claims, Cash Flow Term Loan Facility Claims, Secured Notes Claims, and Unsecured Notes Claims, represented by Milbank LLP, PJT Partners LP, and Alvarez & Marsal North America, LLC, among others.
• The Cross-Holder Ad Hoc Group is an ad hoc group of holders of Unsecured Notes Claims represented by the Cross-Holder Party Advisors, which include Jones Day, Wollmuth Maher & Deutsch LLP, Willkie Farr & Gallagher LLP, Rolnick Kramer Sadighi LLP, Guggenheim Securities, LLC, and GA Advisory & Valuation Services, LLC.
• The Cross-Holder Parties consist of each member of the Cross-Holder Ad Hoc Group and each Excluded First Lien Lender, including the Canyon Parties (Canyon CLO Advisors L.P. and Canyon Capital Advisors LLC).
• The Backstop Parties consist of the Secured Ad Hoc Group and the Plan Sponsor.
• An official committee of unsecured creditors (the "Committee") was appointed by the U.S. Trustee on March 17, 2026, and reconstituted on April 2, 2026.

Key Dates and Timeline

• January 25, 2026: RSA executed.
• January 27, 2026 (Solicitation Commencement Date): The Debtors distributed the Plan, Disclosure Statement, and related solicitation materials.
• January 29, 2026 (Petition Date): The Debtors commenced the chapter 11 cases.
• February 2, 2026: The Bankruptcy Court entered the Conditional Disclosure Statement Order, conditionally approving the Disclosure Statement and approving the solicitation procedures.
• March 3, 2026 (Voting Deadline): Votes on the Plan from holders of Class 4 and Class 5 claims were solicited through this date.
• April 15, 2026: The Plan Settlement Stipulation and Amended Plan were filed.
• April 16, 2026: Confirmation Order entered.

Classification and Treatment of Claims

• Class 4 (First Lien Secured Claims) and Class 5 (Junior Funded Debt Claims) were eligible to vote on the Plan, and each voted to accept the Plan at each Debtor entity.
• Class 1 (Other Secured Claims), Class 2 (Other Priority Claims), Class 3 (ABL Facility Claims), and Class 6 (General Unsecured Claims) are Unimpaired and conclusively presumed to accept the Plan.
• Class 9 (Section 510(b) Claims) and Class 10 (Existing Equity Interests) are Impaired and deemed to reject the Plan.
• Class 7 (Intercompany Claims) and Class 8 (Intercompany Interests) are either Unimpaired or Impaired, depending on their ultimate treatment, and are not entitled to vote.

Class 3 — ABL Facility Claims (Unimpaired)

• Each holder of an Allowed ABL Facility Claim shall, at the election of such holder, receive either:
  • Payment in Cash of its Allowed ABL Facility Claim; or
  • Its Pro Rata share of refinanced loans under the New ABL Facility in an amount equal to the principal amount of Allowed ABL Facility Claims held by such holder as of the Effective Date, plus Cash in an amount equal to any accrued but unpaid default rate interest payable under the ABL Credit Agreement as of the Effective Date.

Class 4 — First Lien Secured Claims (Impaired)

• Each holder of an Allowed First Lien Secured Claim will receive its Pro Rata share of:
  • The New Preferred Equity Subscription Rights;
  • The First Lien New Debt Allocation of $1,565,000,000 in aggregate face value of New Debt, in the form of New Term Loans;
    • Holders may irrevocably elect to receive New Term Loan Cash Out Proceeds (Cash equal to 80% of the holder's distribution of New Term Loans) in lieu of New Term Loans, or New Notes in lieu of New Term Loans, in each case pursuant to a duly completed election submitted on or prior to the Subscription Expiration and Election Deadline.
  • The First Lien Cash Consideration of $200,000,000 in Cash;
  • The Series A New Warrants;
  • The First Lien New Preferred Equity Allocation, equal to 10.35% of the New Preferred Equity (i.e., $62,100,000 in aggregate face value, with an aggregate common equity participating interest equal to 1.1% of the New Common Equity on a Fully Diluted Basis, subject to dilution by MIP Interests and New Warrants); and
  • The First Lien New Common Equity Allocation, equal to 13.3% of the New Common Equity at Plan Equity Value on a Fully Diluted Basis, subject to dilution by MIP Interests and New Warrants.
    • Holders may irrevocably elect to receive New Term Loans or New Notes in lieu of this equity allocation pursuant to the New Common Equity Debt Election.

Class 5 — Junior Funded Debt Claims (Impaired)

• Junior Funded Debt Claims consist of the First Lien Deficiency Claims and the Unsecured Notes Claims. Each holder of an Allowed Junior Funded Debt Claim shall receive its Pro Rata share of:
  • The Junior Funded Debt Cash Consideration of $57,500,000;
  • The Series B New Warrants;
  • The Junior Funded Debt New Debt Allocation of $25,000,000 in aggregate face value of New Debt, in the form of New Term Loans; and
  • The Junior Funded Debt New Common Equity Allocation.
• The foregoing treatment is subject to the following:
  • Each holder of a Junior Funded Debt Claim shall be conclusively deemed to have waived 50% of such holder's Allowed First Lien Deficiency Claims.
  • Each holder of a Junior Funded Debt Claim that is a Consenting Stakeholder shall be conclusively deemed to have waived its right to receive its Pro Rata share of the Series B New Warrants and the Junior Funded Debt New Debt Allocation.
  • Each holder of a Junior Funded Debt Claim that is a Consenting Stakeholder shall be conclusively deemed to have agreed that its recovery on account of its Unsecured Notes Claims shall not exceed its Pre-Settlement Unsecured Notes Claims Recovery, which is calculated based on the proportion that such Consenting Stakeholder's Allowed Unsecured Notes Claim bears to the aggregate amount of Junior Funded Debt Claims in Class 5, without giving effect to the 50% waiver of First Lien Deficiency Claims.

Class 6 — General Unsecured Claims (Unimpaired)

• Each holder of an Allowed General Unsecured Claim shall receive Reinstatement of such Allowed General Unsecured Claim pursuant to section 1124 of the Bankruptcy Code, or such other treatment rendering the claim Unimpaired.

Class 9 (Section 510(b) Claims) and Class 10 (Existing Equity Interests)

• On the Effective Date, all Section 510(b) Claims will be cancelled, released, discharged, and extinguished. Holders will not receive any distribution on account of such claims.
• On the Effective Date, all Existing Equity Interests shall be cancelled, released, extinguished, and discharged. Holders shall receive no recovery or distribution on account thereof.

DIP Financing

• The DIP Facility consists of the DIP Term Loan Facility and the DIP Notes Facility, providing $250,000,000 of New Money DIP Loans.
• The DIP Backstop Premium is equal to 3.0% of the New Money DIP Loans, payable in-kind to the DIP Backstop Parties.
• On the Effective Date, holders of Allowed DIP Claims shall receive:
  • On account of Allowed DIP New Money Claims, payment in full in Cash; and
  • On account of Allowed DIP Roll-Up Claims, New Debt in an amount equal to such holder's Allowed DIP Roll-Up Claims.

Plan Sponsor Equity Investment

• The Plan Sponsor shall invest $400,000,000 in Cash in exchange for 64.0% of the New Common Equity at Plan Equity Value, on a Fully Diluted Basis, subject to dilution by MIP Interests and New Warrants.
• The Plan Sponsor Equity Investment Commitment Premium is 1.6% of the New Common Equity at Plan Equity Value, on a Fully Diluted Basis, subject to dilution by MIP Interests and New Warrants.
• Proceeds of the Plan Sponsor Equity Investment shall be used to satisfy, among other things, distributions pursuant to the Plan.

New Preferred Equity Investment

• The New Preferred Equity consists of $600,000,000 in aggregate face value of new participating preferred equity interests in Reorganized Parent, with an aggregate common equity participating interest equal to 10.7% of the New Common Equity on a Fully Diluted Basis, subject to dilution by MIP Interests and New Warrants.
• The New Preferred Equity Investment is a $489,000,000 Cash investment (i.e., $489,000,000 in aggregate face value of New Preferred Equity, with an aggregate common equity participating interest equal to 8.7% of the New Common Equity), which is open to all holders of Allowed First Lien Secured Claims.
  • The New Preferred Equity Subscription Investment is a $391,200,000 Cash investment made by New Preferred Equity Subscription Participants (i.e., $391,200,000 in aggregate face value, with 7.0% common equity participation).
  • The New Preferred Equity Investment Holdback is a $97,800,000 Cash investment made by the Backstop Parties (i.e., 20.0% of the New Preferred Equity Investment), with 1.7% common equity participation.
• The New Preferred Equity Subscription Rights are not separately transferrable or detachable from the First Lien Secured Claims. Each holder may exercise either all or none of its subscription rights.
• The Backstop Parties (the Plan Sponsor and members of the Secured Ad Hoc Group) shall have the obligation to subscribe for the Holdback and fully backstop the Subscription Investment pursuant to the Backstop Commitment Agreement.
  • The New Preferred Equity Investment Backstop Commitment Premium is equal to 10.0% of the New Preferred Equity Investment (i.e., $48,900,000 in aggregate face value of New Preferred Equity, with 0.9% common equity participation).
• The New Preferred Equity Participation Premium is 5.4% of the New Common Equity at Plan Equity Value, on a Fully Diluted Basis, subject to dilution by MIP Interests and New Warrants.
• For administrative convenience, holders of First Lien Secured Claims that are Backstop Parties or otherwise entitled to exercise subscription rights may elect to have all or a portion of their share of the First Lien Cash Consideration used to satisfy funding obligations with respect to the New Preferred Equity Investment or Holdback on a dollar-for-dollar basis.

New Warrants

• Series A New Warrants: Seven-year warrants to be issued to holders of First Lien Secured Claims, entitling holders to convert to 9.0% of the New Common Equity, calculated on a post-warrant issuance basis and subject to dilution by MIP Interests, with a strike equity value equal to the New Warrant Strike Equity Value.
• Series B New Warrants: Seven-year warrants to be issued to holders of Unsecured Notes Claims that are not Consenting Stakeholders, entitling holders to convert to 5.0% of the New Common Equity, calculated on a post-warrant issuance basis and subject to dilution by MIP Interests, with a strike equity value equal to the New Warrant Strike Equity Value.
• The New Warrant Strike Equity Value is $4,250,000,000, less the difference between the Plan Total Enterprise Value on the Effective Date and the Plan Equity Value.
• The New Warrants will have Black-Scholes protection in connection with certain fundamental transactions for four years from the Effective Date, using a Black-Scholes option pricing model with an assumed volatility of 30%.
• The New Warrants may be exercised in whole or in part prior to expiration either (a) in cash at any time at the strike price or (b) on a cashless basis solely upon the occurrence of a change of control or initial public offering.
• The terms of the Series A and Series B New Warrants will be identical, and once issued will be fungible with each other.

New Common Equity Debt Election

• Each holder of an Allowed First Lien Secured Claim or Allowed Junior Funded Debt Claim shall have the right to irrevocably elect to receive New Term Loans or New Notes on account of its distribution of New Common Equity, pursuant to a duly completed New Common Equity Debt Election.
• The Plan Sponsor shall acquire, and members of the Secured Ad Hoc Group shall have the option to acquire, their respective Pro Rata share of New Common Equity Debt Election Shares in an amount equal to $25,000,000.
  • To the extent a member of the Secured Ad Hoc Group elects not to participate, or to the extent the amount of New Common Equity Debt Election Shares exceeds $25,000,000, the Plan Sponsor shall acquire such shares.
• As consideration, the New Common Equity Debt Election Acquirors will contribute their respective share of Contributed New Term Loans or Contributed New Notes to the Reorganized Debtors on the Effective Date.

New Debt

• On the Effective Date, the Reorganized Debtors shall enter into the New Term Loan Facility and issue the New Notes.
• The New Debt Backstop Premium is $125,200,000 in aggregate face value of New Debt (i.e., 8.0% of the First Lien New Debt Allocation).
  • In exchange for backstopping the New Term Loan Cash Out Election, the Plan Sponsor and certain members of the Secured Ad Hoc Group shall each receive their Pro Rata share of the New Debt Backstop Premium, based on their aggregate Allowed First Lien Secured Claims as of the execution of the RSA.

New ABL Facility

• On the Effective Date, the Reorganized Debtors shall enter into the New ABL Facility.
• The Debtors engaged Barclays Bank PLC as administrative agent, collateral agent, joint lead arranger, joint bookrunner, and syndication agent for the New ABL Facility, and entered into the New ABL Engagement Letter and the New ABL Fee Letter.

Plan Settlement

• The Plan Settlement is a settlement by and among the Debtors, the Secured Ad Hoc Group, the Plan Sponsor, the Cross-Holder Parties, and the Committee, which provides for, among other things, the resolution of the Cross-Holder Parties' and the Committee's objections to the Disclosure Statement and the Plan.
• Pursuant to the Plan Settlement, on the Effective Date:
  • Each Backstop Party that is a holder of First Lien Secured Claims shall waive its Pro Rata share of the First Lien Cash Consideration in an aggregate amount equal to the Backstop Party Cash Distribution of $2,500,000, which shall be distributed to the Canyon Parties.
  • The Plan Sponsor shall waive its right to receive the Plan Sponsor New Debt Allocation of $1,000,000 in aggregate face value of New Debt, which shall be distributed to the Canyon Parties.
  • The Debtors or Reorganized Debtors shall distribute $300,000 in Cash to the Plan Sponsor.
• Cross-Holder Party Fees and Expenses shall be paid up to an aggregate amount of $19,500,000 (exclusive of any amounts paid prepetition).

Exit Capital Structure

• The exit capital structure contemplated by the Plan consists of:
  • New Equity Interests (collectively, the New Common Equity, the New Preferred Equity, and the New Warrants);
  • New Debt (collectively, the New Term Loans and the New Notes);
  • The New ABL Facility.
• The Reorganized Debtors shall emerge as a private company on the Effective Date and the New Equity Interests shall not be listed on a public stock exchange.

Releases and Exculpation

• The Plan provides for Debtor Releases and Third-Party Releases, which the Court found to be the product of extensive, arm's-length, good faith negotiations and an express condition of the Consenting Stakeholders for entry into the RSA.
• Released Parties include, among others, each Debtor, each Reorganized Debtor, each Consenting Stakeholder, each holder of an ABL Facility Claim, each Company Party, the Plan Sponsor, the Sponsor, each holder of a DIP Claim, each Agent/Trustee, each DIP Backstop Party, each New Preferred Equity Investment Backstop Party, each Cross-Holder Party, the Committee and its members, and their respective affiliates and Related Parties.
• The Third-Party Release is consensual; holders of Claims in the Voting Classes had the opportunity to opt out through their Ballots, and non-voting holders had the opportunity to opt out via the Notice of Non-Voting Status and Opt-Out Form.
• Exculpated Parties include the Debtors, the Committee and its members (solely in their capacities as such), and each Related Party of the foregoing, solely to the extent such Related Parties are fiduciaries of the Debtors' Estates.

Governance

• On the Effective Date, the term of the current members of the board of directors or other governing body of each Debtor shall expire, such current directors shall be deemed to have resigned, and the directors for the initial term of the New Board shall be appointed in accordance with the New Governance Documents. The initial members of the New Board were identified in the Plan Supplement.
• Reorganized Parent is Labels Buyer, LLC on and after the Effective Date. The Limited Liability Company Agreement of Reorganized Parent was approved as a Definitive Document.
• The New Governance Documents prohibit the issuance of non-voting equity securities to the extent required to comply with section 1123(a)(6) of the Bankruptcy Code.

Executory Contracts and Unexpired Leases

• Each Executory Contract and Unexpired Lease shall be deemed assumed as of the Effective Date, unless previously assumed, rejected, expired, or the subject of a pending motion to reject.
• Neither the Restructuring Transactions nor any other transaction contemplated by the Plan will constitute a change of control or other acceleration event for purposes of any Executory Contract or Unexpired Lease.

Employee Compensation, Benefits, and Pension

• All Compensation and Benefits Programs shall be treated as Executory Contracts and deemed assumed on the Effective Date, except for employee equity or equity-based incentive plans (which shall be deemed terminated on the Effective Date), programs previously rejected by order of the Court, and programs specifically waived by beneficiaries.
• Reorganized MCC shall assume and continue to maintain the Pension Plan in accordance with its terms and applicable non-bankruptcy law, including satisfying minimum funding requirements, paying required PBGC premiums, and administering the plan in accordance with ERISA and the Internal Revenue Code.

Management Incentive Plan

• Following the Effective Date, the New Board shall adopt a Management Incentive Plan ("MIP"), which will provide for grants of MIP Interests to employees, directors, consultants, and other service providers of the Reorganized Debtors. The terms and conditions, including participants, timing, and form of awards, shall be determined at the discretion of the New Board.

Indemnification and Insurance

• On the Effective Date, the Indemnification Provisions shall be assumed and be irrevocable, on terms no less favorable than those in place prior to the Effective Date.
• Following the Effective Date, the Reorganized Debtors will not terminate or otherwise reduce coverage under any directors' and officers' insurance policies (including any tail policy) in effect or purchased as of the Petition Date. All members, managers, directors, and officers who served in such capacity at any time prior to the Effective Date shall be entitled to the full benefits of such policies for the full term, regardless of whether they remain in their positions after the Effective Date.

Restructuring Expenses and Professional Fees

• Restructuring Expenses — all reasonable and documented fees and out-of-pocket expenses of the Plan Sponsor Advisors, Secured Ad Hoc Group Advisors, Cash Flow Agent, and ABL Agent (including fees and expenses of Cahill Gordon & Reindel LLP, FTI Consulting Inc., and local counsel to the Agents) — shall be paid in full in Cash on the Effective Date without any requirement to file a fee application or obtain Bankruptcy Court approval.
• Cross-Holder Party Fees and Expenses and Trustee Fees and Expenses shall also be paid in full in Cash on the Effective Date pursuant to the same procedures.
• By no later than the Effective Date, the Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Amount. Upon the Confirmation Date, the requirement that Professionals comply with certain Bankruptcy Code retention and compensation provisions shall terminate.

Conditions Precedent to the Effective Date

• Key conditions include, among others:
  • The RSA shall not have been terminated and shall be in full force and effect;
  • The Backstop Commitment Agreement shall be in full force and effect;
  • The Final DIP Order shall be in full force and effect;
  • The Confirmation Order shall have been entered and not reversed, stayed, dismissed, vacated, or reconsidered;
  • The Plan Settlement Stipulation shall be in full force and effect;
  • All fees, expenses, and premiums payable pursuant to the Backstop Commitment Agreement, RSA, New Debt Documents, and New ABL Facility Documents shall have been paid;
  • The New Equity Interests and New Warrants shall have been issued;
  • The Restructuring Transactions shall have been implemented consistently with the RSA and the Plan; and
  • The Restructuring Expenses, Cross-Holder Party Fees and Expenses, and Trustee Fees and Expenses shall have been paid.
• Conditions may be waived in writing by the Debtors with the prior written consent of the Plan Sponsor and the Required Consenting First Lien Lenders.
• Subject to the occurrence of the Effective Date on or before May 1, 2026 (or May 29, 2026 with U.S. Trustee consent), the requirement that the U.S. Trustee convene a meeting of creditors and that the Debtors file Schedules, SOFAs, and 2015.3 Reports are permanently waived.

Cram Down

• Class 9 (Section 510(b) Claims) and Class 10 (Existing Equity Interests) are deemed to have rejected the Plan. The Plan is confirmable pursuant to section 1129(b)(1) of the Bankruptcy Code because:
  • All requirements of section 1129(a), other than section 1129(a)(8), have been met;
  • The Plan is fair and equitable with respect to each deemed rejecting class — no holder of a claim or interest junior to such classes will receive any recovery, and no holder in a senior class is receiving more than 100% on account of its claim or interest; and
  • The Plan does not unfairly discriminate with respect to the Impaired Classes that have not voted to accept the Plan.

Securities Law Matters

• The offering, issuance, and distribution of the New Equity Interests shall be exempt from registration requirements pursuant to section 1145 of the Bankruptcy Code, or to the extent section 1145 is not permitted or applicable, section 4(a)(2) of the Securities Act, Regulation D, Regulation S, and/or other available exemptions.

Tax Exemption

• To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, transfers of property under the Plan — including the issuance, distribution, transfer, or exchange of any debt, equity securities, or other interests, as well as the creation, modification, or recording of any mortgage, deed of trust, or other security interest — shall not be subject to any document recording tax, stamp tax, conveyance fee, or other similar tax or governmental assessment.

Cancellation of Existing Securities

• On the Effective Date, all notes, instruments, certificates, credit agreements, note purchase agreements, indentures, and other documents evidencing Claims (other than Reinstated Claims) or Existing Equity Interests shall be cancelled. All present and future obligations and liabilities thereunder shall be deemed satisfied in full, released, cancelled, discharged, and of no force or effect.

Retained Advisors

• Debtors' Advisors: Kirkland & Ellis LLP; Cole Schotz P.C.; AlixPartners, LLP; Evercore Group LLC; and Kurtzman Carson Consultants, LLC d/b/a Verita Global (Solicitation Agent).
• Secured Ad Hoc Group Advisors: Milbank LLP; PJT Partners LP; and Alvarez & Marsal North America, LLC.
• Cross-Holder Party Advisors: Jones Day; Wollmuth Maher & Deutsch LLP; Willkie Farr & Gallagher LLP; Rolnick Kramer Sadighi LLP; Guggenheim Securities, LLC; and GA Advisory & Valuation Services, LLC.