Pretium Packaging, L.L.C., et al. - Chapter 11 Plan Terms

RSA Terms

Overview

• The Debtors entered into a Restructuring Support Agreement ("RSA"), dated as of December 30, 2025, with the Consenting Stakeholders, including all exhibits, schedules, and other attachments thereto.
• The Consenting Stakeholders include:
  • The Consenting Lenders (also referred to as Consenting Creditors)
  • The Consenting Equity Holders
  • The New Money Investor
  • The Backstop Parties
• The RSA is the product of extensive, arm's-length, good faith negotiations by and among the Debtors and the Consenting Stakeholders, which resulted in agreement on the terms of the Plan.

Plan Support

• For months prior to the commencement of the Chapter 11 Cases, the Consenting Stakeholders worked constructively with the Debtors to negotiate and implement a value-maximizing reorganization embodied in the Plan.
• Such parties have provided material concessions, benefits, and commitments to the Debtors through the RSA and during the pendency of the cases. In particular, certain of the Released Parties:
  • Consented to the Debtors' use of Cash Collateral
  • Funded the DIP ABL Facility and the DIP Term Loan Facility
  • Committed to providing the Exit Facilities upon the Effective Date, all of which are necessary to fund the Chapter 11 Cases through emergence
• Without the concession by the Consenting Lenders to equitize their First Lien Tranche A-1 Claims and Second Lien Claims, Holders of General Unsecured Claims would not receive a full recovery in these Chapter 11 Cases.
• The execution and delivery of the RSA, the performance of all obligations thereunder, and the solicitation of votes to accept or reject the Plan was conducted in good faith and in compliance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable nonbankruptcy law, rule, or regulation.

DIP Financing

• Certain of the Consenting Stakeholders funded the DIP ABL Facility and the DIP Term Loan Facility during the Chapter 11 Cases.
• The DIP Term Loan Facility includes backstop commitments to backstop 100% of the DIP Term Loans, including the Liquidity Shortfall Funding Amount, up to the Liquidity Shortfall Funding Cap of $82.5 million, provided by the Backstop Parties pursuant to the Backstop Commitment Letter.
  • The Backstop Parties will receive a Backstop Premium consisting of New Equity, subject to dilution by the MIP Equity, in exchange for providing the Backstop Commitments
  • A Participation Premium, representing 23.4% of New Equity (subject to dilution by the MIP Equity), will be distributed on a Pro Rata basis to the DIP Term Loan Lenders in accordance with the DIP Term Loan Documents

Exit Facilities

• The Consenting Stakeholders committed to providing the Exit Facilities upon the Effective Date.
• The Exit ABL Credit Agreement is an asset-backed revolving loan credit agreement to be dated on or about the Effective Date, by and among certain of the Reorganized Debtors, the Exit ABL Agent, and the Exit ABL Lenders.
  • At the election of the Debtors or Reorganized Debtors, and with the reasonable consent of the DIP ABL Agent and/or the ABL Agent, the Exit ABL Credit Agreement may take the form of an amendment or amendment and restatement to the ABL Credit Agreement so long as such amendment or amendment and restatement is in accordance with the Exit ABL Commitment Letter
• The Exit Term Loan Documents, including the Exit Term Sheet, the Exit Term Loan Credit Agreement, the Backstop Commitment Letter, and any related notes, certificates, agreements, security agreements, documents, and instruments related thereto, shall be consistent with the Restructuring Support Agreement.

New Money Investment

• The New Money Investor will make a $50 million new money investment in New Pretium on the Effective Date in exchange for New Money Equity, representing 21.9% of the New Equity, subject to dilution by the MIP Equity only.
• The New Money Investment will be made on the terms set forth in the Restructuring Support Agreement and New Equity Subscription Agreement.
• In addition to the New Money Investment, the New Money Investor shall be responsible for funding the Pretium Parent Wind-Down Costs and Distributions to the extent such costs and distributions exceed $350,000 (the "New Money Investor Wind-Down Investment").

New Equity and Organizational Documents

• The New Equity Documents, consisting of the New Organizational Documents and the New Equity Subscription Agreement, shall be consistent with the Restructuring Support Agreement.
• The New Organizational Documents, including any charters, bylaws, certificates of incorporation, certificates of formation, limited liability company agreements, operating agreements, the New Investor Agreement, or other organizational documents or shareholders' agreements, shall be consistent with the Restructuring Support Agreement.
• All organizational documents and bylaws for New Pretium shall have been adopted on terms consistent with the Restructuring Support Agreement.

Restructuring Transactions

• On or before the Effective Date, with the consent of the Required Consenting Stakeholders (to the extent set forth in the Restructuring Support Agreement or the applicable Definitive Documents), the applicable Debtors or Reorganized Debtors shall enter into and take any actions necessary to implement the Restructuring Transactions, consistent with the Restructuring Steps Memorandum.
• The Definitive Documents shall be consistent with the Restructuring Support Agreement and otherwise approved by the applicable parties thereto, consistent with their respective consent and approval rights as set forth in the Restructuring Support Agreement.
• Cash payments to be made pursuant to the Plan will be made by the Debtors or Reorganized Debtors, consistent with the Restructuring Steps Memorandum.

RSA Consent Rights

• All consultation, information, notice, and consent rights of the parties to the Restructuring Support Agreement set forth in the Restructuring Support Agreement (including the exhibits thereto) with respect to the form and substance of the Plan, all exhibits to the Plan, and the Plan Supplement, and all other Definitive Documents, including any amendments, restatements, supplements, or other modifications to such agreements and documents, and any consents, waivers, or other deviations under or from any such documents, are incorporated by reference and fully enforceable as if stated in full in the Plan.
  • Failure to reference such rights as they relate to any document referenced in the Restructuring Support Agreement shall not impair such rights and obligations
• Subject to the terms of the Plan, the RSA (including any consent rights set forth or incorporated therein), and the Confirmation Order, the Debtors' right to alter, amend, update, or modify the Plan Supplement on or before the Effective Date is reserved.
• Subject to the consent rights set forth in the Restructuring Support Agreement, the Debtors reserve the right to:
  • Modify the Plan (except as otherwise specifically provided in the Plan)
  • Revoke or withdraw the Plan prior to the Confirmation Date (to the extent permitted by the Restructuring Support Agreement)
• The conditions to Confirmation and Consummation may be waived by the Debtors with the consent of the Required Consenting Stakeholders.

Transaction Expenses

• Transaction Expenses consist of all prepetition and postpetition reasonable and documented fees, expenses, and disbursements (including success fees, transaction fees, or similar fees) of the advisors to the Ad Hoc Group, the New Money Investor, and the Glenn Agre Group with respect to the efforts to implement the Restructuring Transactions and not previously paid by, or on behalf of, the Debtors or Reorganized Debtors.
  • Includes (a) the Ad Hoc Group Advisors, (b) the New Money Investor Advisors, and (c) Glenn Agre, in Glenn Agre's case in an amount not to exceed $150,000, payable solely to the extent each member of the Glenn Agre Group becomes a Consenting Lender and does not breach the Restructuring Support Agreement
• To the extent not previously paid prior to or during the course of the Chapter 11 Cases in accordance with, and subject to, the terms of the Restructuring Support Agreement, the DIP Orders, or any other Final Order of the Bankruptcy Court, Transaction Expenses incurred, or estimated to be incurred, up to and including the Effective Date shall be paid in full in Cash on the Effective Date without any requirement to file a fee application with the Bankruptcy Court or for review or approval by the Bankruptcy Court or any other party.

Releases

• The releases provided in the Plan:
  • Are the product of extensive, arm's-length, good faith negotiations among the Debtors and their principal constituencies, including the Consenting Stakeholders, that resulted in agreement on the terms of the Plan and the execution of the RSA
  • Were an express condition of the Consenting Stakeholders for entry into the RSA and agreeing to the terms of the Plan
• The Debtor Release was a material inducement for the Consenting Stakeholders to support the Debtors' restructuring as set forth in the RSA.
• The Third-Party Release was critical to incentivizing parties to support the Plan and facilitated participation in the RSA and the chapter 11 process generally.

Conditions Precedent

• The Restructuring Support Agreement shall not have been terminated as to all parties thereto and shall be in full force and effect.
• If Consummation does not occur, the Plan shall be null and void in all respects; provided that all provisions of the RSA that survive termination thereof shall remain in effect in accordance with the terms thereof.

Retention of Jurisdiction

• The Bankruptcy Court shall retain jurisdiction to resolve any matters related to the entry and enforcement of the Restructuring Support Agreement.
• The Bankruptcy Court shall retain jurisdiction to determine any other matters that may arise in connection with or relate to the Plan, the Plan Supplement, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, indenture, or other agreement or document created in connection with the Plan or the Disclosure Statement, including the Restructuring Support Agreement.