Republic National Distributing Company - Chapter 11 Plan Terms

Plan Terms

Overview

• The court confirmed the second amended joint Chapter 11 plan of Republic National Distributing Company, LLC (RNDC) and its debtor subsidiaries by order entered Oct. 27, 2026. The same order approved the disclosure statement on a final basis and overruled all unresolved objections.
• RNDC and its affiliates filed Chapter 11 on July 26, 2026 in the Southern District of Texas. Their inventory includes beer, wine, spirits and other alcoholic beverages held for sale or distribution.
• The plan is a liquidation:
  • estate assets other than litigation trust assets vest in wind-down debtors run by a plan administrator;
  • the debtors' boards are dissolved, and the debtors are dissolved no later than the closing of the cases; and
  • preserved estate claims, the debtors' D&O policies and $20 million of cash for general unsecured creditors go to a litigation trust shared by the lenders and unsecured creditors.
• Two settlements drive the economics:
  • the Equityholder Settlement, under which New BG Distribution Partners, LLC (NBG), the National Distributing Company entities (NDC) and their affiliated individuals and trusts pay $50.25 million in cash and waive their second-lien claims, specified individuals' deferred compensation claims and, in NBG's case, the owner-note claims, in exchange for releases of claims not covered by the debtors' D&O insurance; and
  • the Global Settlement among the debtors, the DIP and prepetition lenders and the creditors' committee, which delivers $20 million in cash for general unsecured creditors and resolved the committee's objection to confirmation.
• Voting and cramdown:
  • Class 3 (prepetition ABL/FILO claims) and Class 6 (ABL/FILO deficiency claims) voted to accept at each debtor.
  • Class 7 (general unsecured claims) voted to reject at each debtor, and Classes 4, 5, 10 and 11 were deemed to reject.
  • The court confirmed over the rejecting classes under section 1129(b), finding the plan fair and equitable and not unfairly discriminatory as to them.
• The plan was filed jointly, but it is a separate plan for each debtor and does not substantively consolidate the estates.

Path to Confirmation

• The debtors filed their original plan and disclosure statement on Aug. 3, 2026. They filed a first amended plan and amended disclosure statement on Sept. 10, the same day the court conditionally approved the disclosure statement. The court set Oct. 15 at 4:00 p.m. (prevailing Central Time) as the deadline to vote, opt out of the third-party release and object.
• Solicitation packages went out on or about Sept. 18 to holders of record as of Sept. 9. The combined hearing was initially set for Oct. 22 and was later adjourned to Oct. 27 at 2:00 p.m. (prevailing Central Time).
• The U.S. Trustee appointed the creditors' committee on Aug. 6, 2026. Its members are Proximo Spirits, Inc., Delicato Vineyards, LLC, Park Street Imports LLC, Meridian Park South Building D, LLC, Misa Imports, Inc., The Edrington Group USA, LLC, J. Lohr Vineyards & Wines, Pernod Ricard USA, LLC and Luxco, Inc.
• The committee's position hardened during solicitation. On Sept. 16, it urged general unsecured creditors to hold off voting or opting out of the releases until it finished its investigations and plan negotiations; on Oct. 8, it recommended that they vote to reject the plan and opt out of the releases, and it then objected to confirmation [Docket No. 619].
• The Global Settlement resolved that objection. The debtors filed the second amended plan on Oct. 26. The confirmed plan includes changes that address formal and informal objections and implement the Global Settlement. The court found those changes did not materially and adversely affect any claim's treatment and did not require a new vote, so all votes cast on the earlier plan stand.

Equityholder Settlement

• The equityholder parties pay $50.25 million in cash on the effective date: $10.25 million from the NBG parties and $40 million from the NDC parties.
  • $5 million of that cash goes to the litigation trust as part of the $20 million for general unsecured creditors.
  • The rest becomes distributable proceeds subject to the waterfall.
• Limits on reimbursement and indemnification:
  • Neither group may seek reimbursement of its payment or its settlement-negotiation fees from the debtors' D&O policies, or indemnification from any debtor.
  • The equityholder parties may not seek indemnification from any current or former director, officer, manager, member or employee for their settlement obligations or for trust litigation.
  • Any indemnification claim the equityholder parties do assert is limited to D&O coverage.
• Beyond the cash, the equityholder parties:
  • waive all recoveries on the second-lien loans, including the NBG parties' participation interests;
  • waive the deferred compensation plan claims of Marc Sachs, Grant Sechler and Josh Zeller (NBG) and of Richard J. Davis, Elizabeth A. Davis, Kenneth Rosenberg and H. Alan Rosenberg (NDC);
  • in the NBG parties' case, waive all recoveries on the owner notes; and
  • consent to the transfer of D&O-insured estate claims against them to the litigation trust, subject to the recovery limits below.
• In exchange, the estates fully release all claims against the equityholder parties that are not covered by the D&O policies.
• Claims against equityholder parties that are insureds under those policies, and that assert a theory of recovery ultimately covered by them, are not released. They go to the litigation trust, subject to these limits:
  • any recovery, by settlement or judgment, is payable solely from D&O policy proceeds, after the equityholder parties' covered defense costs;
  • no party may record a judgment against an equityholder party; and
  • no party may collect from an equityholder party's individual, personal, marital or joint assets.
• The term sheets state that these limits restrict which assets can satisfy the liability; they do not release the liability itself.
• Who the equityholder parties are:
  • The NBG parties are New BG Distribution Partners, LLC; members of the Block, Dreeben, Boeck, Zeller, Sechler and Sachs families and their trusts and related entities; BG Spirits, LLC and Block Distributing Company, Ltd. and their members; and their spouses, children, trustees, beneficiaries, owners and related parties.
  • The NDC parties are National Distributing Company, Inc., NDC Leasing Company, LLC, Atlanta Wines International, Inc. and NDC Partners, LLC; Jay M. Davis, Richard J. Davis and Elizabeth A. Davis; Dulcy D., H. Jerry, H. Alan and Kenneth Rosenberg; Karen R. Musa; Chris M., Helen A., James A. and John A. Carlos, Carlos Company and Carlos family trusts and investment vehicles; and the same categories of family members and related parties.
  • The holders of Class 4 and Class 5 claims are these same parties.
• The special committee of disinterested directors Scott D. Vogel, Charles T. Piper and John T. Young, Jr. negotiated the settlement with the equityholder parties. It is documented in separate NBG and NDC term sheets dated July 26, 2026. At the same time, RNDC and National Distributing Company, Inc. entered a separate term sheet on specified services and transferred technology services.
• Outside dates:
  • The settlements bound the equityholder parties on signing.
  • They fall away if a conforming plan is not confirmed within 120 days of the term sheets and made effective within 30 days after that period, unless extended by mutual agreement with RNDC.
  • If no conforming plan is confirmed, no settlement consideration is owed and all claims and defenses are reserved.
• Each group agreed to use commercially reasonable efforts to build support for the settlement. Each also agreed not to propose, file or support a plan that does not implement the settlement, and not to take action to impede it.
• For tax purposes, each cash payment is treated as a contribution by the group's equityholders to NBG or NDC Partners, LLC, followed by a capital contribution to RNDC under IRC section 721(a).

Global Settlement

• General unsecured creditors receive $20 million in cash, paid to the litigation trust on the effective date or as soon as reasonably practicable after.
  • The $20 million is made up of $5 million of the Equityholder Settlement cash and $15 million funded by the debtors or wind-down debtors.
  • None of it may be used to fund the wind-down reserve.
  • It is not subject to the trust's split between lenders and unsecured creditors.
• The settling parties are the debtors, the DIP agent and DIP lenders, the prepetition agent and prepetition lenders, and the committee.
• The settlement also includes these terms:
  • the committee stopped its investigation into the validity and priority of the prepetition liens and secured obligations when the plan was filed;
  • the investigation termination date under the final DIP order, by which challenges must be brought, is extended to the earlier of the effective date and Nov. 30, 2026, absent further extension by the prepetition agent;
  • on the effective date, any timely preserved challenge claims are deemed resolved and settled, and the committee may no longer pursue them;
  • the estates, the plan administrator and the lenders will not object to the committee professionals' fees solely because they exceed the investigation fund under the final DIP order; objections on any other basis are preserved;
  • a committee member that opts out of the third-party release as a creditor keeps its status as a released party in its committee capacity; and
  • the lenders and the committee will support, and not object to, a Rule 9019 motion for approval of a settlement that ends four deferred compensation plans and returns $17.5 million of rabbi trust proceeds to plan participants. The four plans are the RNDC Deferred Compensation Plan III, the Kronheim Company, Inc. plan, the RNDC Executive Deferred Compensation Plan II and the Young's Market Company plan.

DIP Financing and Lender Fees

• DIP claims, including interest, fees and all other amounts due, are paid in full in cash on the effective date, unless the DIP lenders agree to other treatment.
• The facility is a senior secured, super-priority, priming, asset-based revolving facility under a DIP credit agreement dated July 28, 2026. Wells Fargo Bank, National Association is administrative agent. The facility was authorized by interim [Docket No. 60] and final [Docket No. 275] orders.
• Any unpaid DIP balance becomes an allowed administrative claim for the full amount outstanding, paid first from cash in the wind-down reserve and then, only to the extent needed, from distributable proceeds at the top of the waterfall and from its pro rata share of the lenders' litigation trust interests.
• Consistent with the final DIP order, DIP claims rank behind other allowed administrative claims set out in the DIP budget then in effect, but only to the extent needed to pay those claims in full.
• Until the DIP is paid in full, the DIP agent:
  • keeps perfected first-priority liens on the wind-down debtors' property and the wind-down reserve;
  • must consent to any change to the wind-down budget; and
  • must be consulted in good faith on the wind-down debtors' retained causes of action.
• Until the DIP is paid in full, the DIP orders control over the plan and the confirmation order on any inconsistency concerning DIP claims or liens.
• The debtors pay in cash the accrued, reasonable and documented fees and expenses of the DIP agent, DIP lenders, prepetition agent and prepetition lenders, including their counsel and financial advisors.
  • Payment is due on the effective date and regularly after that until the DIP claims and allowed ABL/FILO claims are satisfied.
  • Fees are payable to the extent provided under the DIP orders or credit agreements.
  • No fee application or court review is required.

Prepetition Capital Structure

• Prepetition ABL/FILO claims are allowed at $49,670,170 plus accrued and unpaid interest, fees and other amounts due under the Third Amended and Restated Credit Agreement dated Nov. 1, 2022.
  • This is a senior secured asset-based revolving facility, and Wells Fargo is also its administrative agent.
  • Any portion that is not secured is a Class 6 deficiency claim.
• The second-lien loans arise under a subordinated credit agreement dated Dec. 19, 2024, with National Distributing Company, Inc. as subordinated creditor and RNDC as borrower. The NBG parties hold participation interests in these loans.
• The owner notes are unsecured promissory notes dated Aug. 1, 2019, issued by certain debtors to the owner noteholders.

Distributable Proceeds and Waterfall

• Distributable proceeds pay allowed claims in the following order, pro rata within each tier:
  • unpaid DIP claims;
  • allowed administrative and priority tax claims, other than DIP and professional fee claims;
  • allowed other secured claims, only from proceeds of their own collateral;
  • allowed other priority claims;
  • allowed prepetition ABL/FILO claims; and
  • allowed ABL/FILO deficiency claims and allowed general unsecured claims, sharing pro rata.
• After the professional fee escrow and the wind-down reserve are funded, distributable proceeds consist of:
  • all debtor cash;
  • proceeds of estate property, including any sales and any sale of the real property at 229 Distribution Drive, Lafayette, La., and 14402 Franklin Avenue, Tustin, Calif.;
  • proceeds of wind-down debtor property; and
  • the Equityholder Settlement cash, other than the $5 million set aside for unsecured creditors.
• Litigation trust assets and the $20 million for unsecured creditors are not part of distributable proceeds.
• Under the confirmation order, which overrides the plan and the DIP orders on this point, approved equipment financing providers, as defined in the prepetition credit agreement, have priority over any excess prepetition collateral proceeds:
  • they hold allowed other secured claims to the extent of their share of any prepetition collateral proceeds left after the DIP claims, other senior claims and the allowed ABL/FILO claims are paid;
  • that excess goes to them before any of it is distributed to unsecured creditors;
  • any shortfall is treated as a Class 7 claim; and
  • their liens are preserved, including liens on equipment they financed.
• Leftover cash in the professional fee escrow goes back into the waterfall. Any surplus in the wind-down reserve goes to the DIP agent or, once the DIP is paid in full, to the general account for distribution under the waterfall.

Treatment of Claims and Interests

• Classes 4, 5, 10 and 11 receive nothing. The lenders in Classes 3 and 6 and unsecured creditors in Class 7 recover from distributable proceeds and the litigation trust, which are their only sources of recovery against the wind-down debtors.
• Class 1, other secured claims (unimpaired, presumed to accept): to the extent not paid during the cases or assumed by a purchaser, at the debtors' option, payment in full in cash, return of the collateral, reinstatement or other treatment that leaves the claim unimpaired.
• Class 2, other priority claims (unimpaired, presumed to accept): payment in full in cash or treatment consistent with section 1129(a)(9).
• Class 3, prepetition ABL/FILO claims (impaired, entitled to vote; accepted at each debtor): allowed at $49.7 million plus accrued amounts. Holders receive a pro rata share of distributable proceeds under the waterfall and, once allowed DIP claims are paid, of the lenders' litigation trust interests.
• Class 4, second-lien claims (impaired, deemed to reject): waived, cancelled or released with no distribution, including the NBG parties' participation interests.
• Class 5, owner notes claims (impaired, deemed to reject): waived, cancelled or released with no distribution.
• Class 6, ABL/FILO deficiency claims (impaired, entitled to vote; accepted at each debtor): a pro rata share of distributable proceeds in the bottom waterfall tier, alongside general unsecured claims. Holders also share in the lenders' litigation trust interests allocated to deficiency claims, once allowed DIP claims and then allowed ABL/FILO claims are paid.
• Class 7, general unsecured claims (impaired, entitled to vote; rejected at each debtor): a pro rata share of distributable proceeds in the bottom waterfall tier and of the unsecured creditors' litigation trust interests. The litigation trustee may use trust assets to fund the pursuit of trust claims.
• Class 8, intercompany claims (unimpaired and presumed to accept if reinstated; impaired and deemed to reject if cancelled): to the extent not assumed under a sale order, reinstated, set off, cancelled or otherwise addressed at the debtors' option.
• Class 9, intercompany interests (unimpaired and presumed to accept if reinstated; impaired and deemed to reject if cancelled): reinstated, set off, cancelled or otherwise addressed at the debtors' option.
• Class 10, interests in RNDC (impaired, deemed to reject): cancelled with no distribution.
• Class 11, section 510(b) claims (impaired, deemed to reject): cancelled with no distribution.

Administrative, Priority Tax and Professional Fee Claims

• Allowed administrative claims, other than professional fee and DIP claims, are paid in full from the wind-down reserve and, only to the extent needed, from distributable proceeds under the waterfall. Ordinary-course claims needed for the wind-down are paid in the ordinary course.
• Requests for payment of administrative claims are due 30 days after the effective date. Professional fee claims are due 45 days after the effective date.
• Allowed priority tax claims receive section 1129(a)(9)(C) treatment. Any not assumed by a purchaser are paid in full from the wind-down reserve.
• On the effective date, the wind-down debtors fund a professional fee escrow equal to professionals' estimated unpaid fees.
  • The escrow is held in trust for the professionals.
  • Any shortfall becomes an allowed administrative claim.
  • Any surplus goes back into the waterfall.

Litigation Trust

• Trust recoveries are split 30% to the lender claimholders (holders of DIP, ABL/FILO and deficiency claims) and 70% to general unsecured creditors.
  • The lender share applies only while DIP and prepetition secured obligations remain unpaid after all other DIP and prepetition collateral proceeds have been applied.
  • Once those obligations are paid in full, 100% of trust assets and proceeds go to general unsecured creditors.
• The $20 million for unsecured creditors is not subject to that split. The trustee may, in its sole discretion, distribute all or part of it pro rata to general unsecured creditors, or keep it to fund the pursuit and resolution of trust claims.
• The trust holds the $20 million, any other property the debtors, the committee and the lender claimholders agree to contribute, and the following estate claims:
  • D&O-insured claims against the NBG and NDC parties, subject to the recovery limits;
  • all estate avoidance actions, other than claims against the equityholder parties released under the settlement;
  • all other estate claims, except claims kept by the wind-down debtors, claims transferred to a purchaser, claims against the equityholder parties, and claims against people other than the equityholder parties who are entitled to D&O coverage; and
  • preserved challenge claims, if any.
• The D&O policies vest in the trust, and any insurance proceeds on trust claims must be paid to it.
• The debtors' privileges relating to trust assets pass to the trust. NBG's and NDC's own privileges are not waived by the transfer of documents the debtors held before the petition date.
• Trust governance:
  • the committee selects the trustee, in consultation with the DIP agent;
  • a three-member advisory board oversees the trustee and owes fiduciary duties to the trust's beneficiaries; the committee picks two members and the DIP agent picks one;
  • the DIP agent's governance rights end once the DIP and prepetition secured obligations are paid in full;
  • litigation decisions require a majority vote of the board, unless the trust agreement provides otherwise;
  • the trust agreement sets the governance of the D&O-insured claims against the equityholder parties; and
  • a majority of the special committee chooses a debtor representative under the trust agreement.
• Consent rights over trust litigation:
  • The trustee needs the plan administrator's prior written consent, not to be unreasonably withheld, to pursue, transfer or settle the general category of other estate claims.
  • If the DIP agent determines, in its sole discretion, that pursuing such a claim may materially and adversely affect lender recoveries, the plan administrator's refusal to consent is not by itself unreasonable.
  • The trustee also needs the plan administrator's prior written consent for any avoidance action relating to prepetition sales of debtor or non-debtor affiliate assets that would materially and adversely affect lender recoveries.
• The trustee has exclusive authority over reconciling general unsecured claims and must file objections within 180 days after the effective date, unless extended.
• The trustee owes a fiduciary duty of care and loyalty to all trust beneficiaries, not to the debtors or wind-down debtors, and is liable only for fraud, gross negligence or willful misconduct finally determined by a court.
• No holder shares in recoveries from trust claims in which it is the defendant.
• The wind-down debtors pay U.S. Trustee fees for the first 12 months after the effective date; later fees are paid from trust assets.
• The trust must dissolve within five years, unless the court approves fixed extensions of up to five years.
• Trust interests are not certificated and cannot be transferred except by will, intestacy or operation of law.

Plan Administrator and Wind-Down

• The debtors and the DIP agent jointly select the plan administrator, in consultation with the committee.
  • The plan administrator becomes sole director and officer of the debtors and wind-down debtors when the existing boards dissolve.
  • It may sell or liquidate wind-down assets without court approval, subject to state and local law on how inventory may be disposed of.
• The plan administrator funds a wind-down reserve from cash on hand at the effective date, in the amount set by the wind-down budget.
  • The reserve may never be funded from the $20 million for unsecured creditors or other trust assets.
  • It pays unpaid DIP, administrative, priority tax, other secured and other priority claims, plus wind-down costs, including the plan administrator's budgeted compensation.
  • Any surplus goes to the DIP agent or, once the DIP is paid, to the general account for distribution under the waterfall.
• The debtors must deliver the wind-down budget to the DIP agent no later than seven days before the effective date, in form acceptable to the debtors and the DIP agent.
  • Individual line items are not caps on cost.
  • Changes require the DIP agent's consent until the DIP is paid in full.
• The wind-down debtors keep claims arising from the debtors' business operations, contracts, financings and asset dispositions, and from any section 363 sales or prepetition sales. They do not keep:
  • avoidance actions;
  • claims against the equityholder parties;
  • claims transferred to purchasers; or
  • claims against people other than the equityholder parties who are entitled to D&O coverage.
• The plan administrator reconciles all claims other than general unsecured claims.
• The plan administrator and its professionals are exculpated and indemnified by the wind-down debtors except for fraud, willful misconduct or gross negligence, and the plan administrator may buy liability insurance with wind-down reserve funds.
• The plan administrator must consult the litigation trustee before any act that may materially and adversely affect general unsecured creditors, including asset sales and litigation of retained claims. It must also consult before abandoning interests in non-debtor subsidiaries in a way that adversely affects those creditors.
• The special committee continues only to select the debtor representative, without pay unless the trust agreement provides otherwise.
• The creditors' committee dissolves on the effective date, except for final fee applications and its rights under the trust agreement, including appointing advisory board members.
• The plan administrator takes over management roles at non-debtor affiliates. That does not change the powers of the assignee in the pending assignment for the benefit of creditors of Heritage Wine Cellars, LLC.

Releases, Exculpation and Injunction

• The court approved a debtor release and an opt-out third-party release of the released parties. Neither release covers retained causes of action or claims for actual fraud, willful misconduct or gross negligence determined by final order.
• The released parties are:
  • the debtors and wind-down debtors;
  • the DIP lenders;
  • the prepetition lenders and prepetition agent;
  • the equityholder parties, but only as to claims not covered by the D&O policies;
  • the committee and its members, in their committee capacity; and
  • each of their affiliates and related parties.
• Parties that opt out, or that file objections to the releases that are not resolved before confirmation, are not released parties.
• The releasing parties are the same estate, lender, equityholder and committee parties, plus all holders that vote to accept, are presumed to accept, do not vote or vote to reject. Holders that opt out or file an unresolved objection are not releasing parties.
• Special rules for the equityholder parties:
  • they give and receive releases only for claims not covered by the D&O policies;
  • they received no separate opt-out form as Class 4 and Class 5 holders; and
  • they are not releasing parties if the Equityholder Settlement is not approved.
• Estate claims against people other than the equityholder parties who are entitled to D&O coverage are released, not retained.
• A total of 292 holders opted out of the third-party release: 287 in the voting classes and five in non-voting classes.
• The court found the release consensual. It cited conspicuous disclosure, opt-out forms provided to every known eligible stakeholder, and a corrected-ballots letter. The letter was filed Sept. 30 and served Oct. 1, and it clarified that holders voting to accept could still opt out.
• The confirmation order treats the following as having opted out, so they are neither released nor releasing parties:
  • United HealthCare Insurance Company and United HealthCare Services, Inc.;
  • Mingle Beverage Company, LLC;
  • Phillips Farm, LLC dba Michael David Winery;
  • Crimson Wine Group, Ltd.;
  • Sovereign Brands, L.L.C.;
  • Sazerac Company, Inc.; and
  • personal injury claimants Juan Garcia, Suzanne Garcia, Veronica Dove, Richard Diaz, Jr., Elizabeth Akopov, Rika Jacobs, Gordon Jacobs, Steven Ford and Tiffany Hodges.
• Vineyard Brands LLC and Highspring LLC (f/k/a Vaco LLC) are also treated as having opted out and are not releasing parties.
• The court's findings rely on two investigations:
  • the special committee reviewed historical transactions and kept certain claims for the litigation trust; and
  • a separate committee of additional disinterested director Jill Frizzley reviewed the period from the special committee's formation to the petition date. It concluded the debtors had no colorable claims against any released party that would be worth pursuing.
• The exculpated parties are the debtors, the disinterested directors and Frizzley, and the committee and its members.
  • Exculpation covers their conduct in the cases before the effective date.
  • It excludes actual fraud, willful misconduct or gross negligence determined by final order.
  • The court found it enforceable to the maximum extent allowed under the Fifth Circuit's Highland Capital decisions.
  • No claim may proceed against an exculpated party unless the court first finds it colorable and authorizes it.
• A permanent injunction bars pursuit of released, settled or exculpated claims. It also bars setoff unless the right was preserved in a timely court filing; separately, the plan bars a holder from recouping against any claim of the debtors, wind-down debtors or trust unless it actually performed the recoupment and gave the debtors written notice on or before the effective date.

Conditions to Effectiveness

• The effective date requires, among other conditions:
  • a confirmation order in full force and not stayed, reversed or modified;
  • no pending or threatened action or order that, in the debtors' reasonable judgment, would block or restrict the wind-down transactions;
  • for any sales the debtors complete, sale orders that are entered and not stayed, and sales that have closed or that the plan administrator can close after the effective date;
  • all necessary authorizations, consents and regulatory approvals;
  • a litigation trust agreement in full force;
  • satisfaction of the NBG and NDC settlement conditions, including approval of both settlements through the confirmation order;
  • the debtors' filing of a Rule 9019 motion for the deferred compensation settlement, supported by the DIP lenders and the committee;
  • the final DIP order in full force;
  • a funded professional fee escrow and payment of invoiced, court-authorized fees of debtor professionals related to the wind-down transactions; and
  • a fully funded wind-down reserve that uses none of the $20 million for unsecured creditors or other trust assets, with the $20 million paid to the trust in full on the effective date or as soon as reasonably practicable after.
• The debtors may waive any condition without notice or court approval, with two exceptions:
  • the NBG and NDC settlement conditions require written consent from NBG or NDC, as applicable; and
  • the trust agreement condition requires the committee's written consent.
• The court found each condition satisfied or reasonably likely to be satisfied or waived. If the effective date does not occur, the plan is void and all claims and rights are preserved.

Key Dates

• Petition date: July 26, 2026
• Conditional disclosure statement approval: Sept. 10, 2026
• General claims bar date: Oct. 9, 2026, 4:00 p.m. (prevailing Central Time)
• Voting, opt-out and objection deadline: Oct. 15, 2026, 4:00 p.m. (prevailing Central Time)
• Combined hearing and confirmation: Oct. 27, 2026
• Personal injury stay relief: the earlier of the effective date and 45 days after entry of the confirmation order
• Lien challenge deadline (investigation termination date): the earlier of the effective date and Nov. 30, 2026, absent further extension by the prepetition agent
• Governmental claims bar date: Jan. 22, 2027, 4:00 p.m. (prevailing Central Time)
• Equityholder settlement outside dates: confirmation within 120 days of the July 26, 2026 term sheets, and effectiveness within 30 days after that period, unless extended
• Wind-down budget delivery: no later than seven days before the effective date
• Deadlines after the effective date:
  • administrative claims: 30 days;
  • professional fee applications: 45 days;
  • contract rejection damages claims: 30 days after the latest of notice of the rejection order, the rejection's effective date and the effective date;
  • objections to general unsecured claims: 180 days; and
  • all other claim objections: the later of 180 days and any period the court sets.

Consent and Amendment Rights

• After confirmation, any change that adversely affects general unsecured creditors requires the committee's prior written consent. Any change to provisions implementing the Equityholder Settlement requires the prior written consent of NBG or NDC, as applicable.
• Under the confirmation order, no plan term may be deleted or changed without the consent of:
  • the debtors and the wind-down debtors;
  • the DIP agent; and
  • the committee, for changes that materially and adversely affect general unsecured creditors.
• Terms affecting the rights, treatment, liens or recoveries of the lenders or unsecured creditors also require the consent of the DIP agent, the prepetition agent or the committee, as applicable.
• Approval rights over plan documents:
  • all definitive documents must be acceptable to the DIP agent, and the litigation trust documents must also be acceptable to the committee;
  • the debtors must consult the committee before filing or signing other definitive documents;
  • any change to the plan supplement must stay consistent with the Global Settlement; and
  • the documents naming the plan administrator and setting its compensation must be acceptable to the DIP agent.

Creditor-Specific Provisions

• The confirmation order preserves setoff and recoupment rights for the following creditors, and preserves the estate's matching rights against them:
  • committee members Proximo Spirits, Inc., The Edrington Group USA, LLC and Pernod Ricard USA, LLC;
  • Mingle Beverage Company, LLC and Treasury Wine Estates Americas Company;
  • Winery Exchange, Inc. d/b/a WX Brands, Union Wine Company and Christopher Michael Wines, LLC;
  • the Winebow parties, whose rights need not be exercised before the effective date;
  • Phillips Farm, LLC dba Michael David Winery (Proofs of Claim Nos. 23, 30, 37, 49 and 59) and Crimson Wine Group, Ltd. (Proof of Claim No. 760);
  • Vineyard Brands LLC and Highspring LLC, as defenses to estate claims; and
  • Sovereign Brands, L.L.C., which may also amend its proofs of claim within 21 days after the effective date.
• Informatica Inc. asserts an administrative claim of not less than $3.27 million for postpetition services under a May 29, 2026 subscription order agreement with RNDC.
  • The debtors dispute the amount.
  • The claim is preserved through the administrative claims bar date.
  • Any allowed portion is paid in full in cash.
• Personal injury claims in lawsuits pending on the petition date are general unsecured claims to the extent allowed.
  • The stay lifts on the earlier of the effective date and 45 days after entry of the confirmation order, so claimants can liquidate their claims.
  • Recovery is limited to available insurance and Class 7 distributions.
  • Any portion within a deductible or self-insured retention, or otherwise not paid by insurance, is a general unsecured claim.

Pension, Governmental and Tax Provisions

• The plan states that the PBGC will terminate the debtors' two pension plans, with a July 31, 2026 termination date and the PBGC appointed as statutory trustee. The two plans are:
  • the Block Plan, for which RNDC is contributing sponsor and plan administrator; and
  • the Young's Market Plan, sponsored by Young's Market Company, LLC.
• The PBGC filed proofs of claim on Aug. 21, 2026 for unfunded benefit liabilities, unpaid minimum funding contributions, and flat-rate, variable-rate and termination premiums.
  • Nothing in the plan discharges pension liabilities of the debtors or their controlled group, and the PBGC is not barred from enforcing them.
  • The debtors must preserve and deliver pension plan documents to the PBGC and, once the plans are terminated, the plans' assets.
• The court found the debtors have no remaining retiree benefit obligations. Any that exist at the effective date continue to be paid.
• Regulatory carve-outs under the confirmation order:
  • neither the order nor the plan authorizes transfer of any Texas Alcoholic Beverage Commission license, permit, registration, authorization or approval without complying with non-bankruptcy regulatory law; and
  • governmental claims and police and regulatory liabilities are not released.
• The Texas Workforce Commission keeps its setoff rights and statutory interest under Texas Tax Code § 111.060. It may pursue state-law remedies if a payment or tax-reporting default is not cured within 21 days of written notice.
• Allowed ad valorem tax claims of Texas taxing authorities are paid on the later of the effective date and the date they are due. Their tax liens are kept until payment, and the claims may be amended for certified 2026 tax amounts.

Contracts and Insurance

• On the effective date, contracts and leases are deemed rejected unless they were already assumed or rejected, are scheduled or otherwise designated for assumption, or are subject to a pending assumption motion.
  • The debtors may change the assumption and rejection schedules until the later of 60 business days after the effective date or, for contracts tied to transition services under a sale, the end of the designation rights period or of the transition services.
  • Rejection damages claims are general unsecured claims.
• Insurance policies are assumed and vest in the wind-down debtors. The D&O policies are assumed and vest in the litigation trust, and their coverage for conduct before the effective date may not be reduced.
• Indemnification obligations are rejected, except those in the D&O policies or assumed by a purchaser. The litigation trustee's obligation to fund indemnification is limited to D&O coverage.