Saks Global Enterprises LLC, et al. - Chapter 11 Plan Terms

Global Debtors Plan Terms

Overview

• Saks Global Enterprises LLC (“Saks”) and its Global Debtor affiliates (collectively, the Debtors that are not the SOS Digital Debtors, the “Global Debtors”) propose a joint chapter 11 plan of reorganization (the “Plan”) for the resolution of the outstanding Claims against, and Equity Interests in, the Global Debtors.
  • Although proposed jointly for administrative purposes, the Plan resolves the outstanding Claims against, and Equity Interests in, each Global Debtor on an individual basis and does not contemplate the substantive consolidation of any of the Global Debtors.
  • Each Global Debtor commenced its Chapter 11 Case on the Petition Date, which is either January 13, 2026 or January 14, 2026, as applicable.
• The Plan implements the Restructuring Transactions described in Article VI of the Plan and the Restructuring Steps Plan, including the DIP Conversion, which will be consummated (a) on the terms and conditions set forth in the Restructuring Support Agreement, the New Capital Commitment Letter, the Plan, and the Plan Documents, and (b) pursuant to the Confirmation Order.

Restructuring Support Agreement

• The Restructuring Support Agreement, dated as of April 1, 2026, is by and among the Global Debtors, the Consenting DIP Term Loan Lenders (those DIP Term Loan Lenders party to the agreement), and any other Person that may become a party pursuant to its terms.
• The Ad Hoc Group consists of holders of DIP Facility Claims and Prepetition Secured Claims represented by the Ad Hoc Group Advisors.
• The “Required Consenting DIP Term Loan Lenders” are Consenting DIP Term Loan Lenders holding DIP Term Loan Claims representing more than 50.0% of all DIP Term Loan Claims outstanding, voting as a single class, subject to the exclusions and modifications in the DIP Term Loan Credit Agreement; provided that, solely with respect to any treatment (including the DIP Conversion) that does not provide for repayment in full in cash of the First Out DIP Term Loan Facility Claims, the requisite threshold is First Out DIP Term Loan Lenders holding at least 80% of the aggregate outstanding principal amount of First Out DIP Term Loan Facility Claims (exclusive of any fees, premiums, interest, or First Out DIP PIK Loans).
• Before, on, and after the Effective Date, the Global Debtors or the Reorganized Global Debtors may, consistent with the terms of the Restructuring Support Agreement, take all actions necessary or appropriate to effectuate the Restructuring Transactions, including the execution and delivery of agreements and instruments of transfer; the filing of certificates of incorporation, merger, or other Organizational Documents; the execution and filing of the New Organizational Documents, the New Exit Facilities Documents, and the Exit ABL Facility Documents; and such mergers, consolidations, conversions, dispositions, formations, dissolutions, or liquidations required to effectuate the Restructuring Transactions, in consultation with the Required Consenting DIP Term Loan Lenders.
• “Restructuring Fees and Expenses” means all documented fees, costs, and expenses of each of the Ad Hoc Group Advisors and DIP ABL Advisors.

DIP Financing

• The DIP Facilities consist of the DIP OpCo Credit Facility (an intercompany facility), the DIP Term Loan Credit Facility (a delayed draw term loan facility), and the DIP ABL Credit Facility (an asset-based facility). The DIP Term Loan Claims comprise the First Out, Second Out, and Third Out DIP Term Loan Facility Claims.
• On the Effective Date, the DIP ABL Facility Claims shall be Allowed in an amount not less than $713,965,800.86, plus any issued and outstanding or undrawn letters of credit, accrued and unpaid interest, fees, and expenses payable under the DIP ABL Documents and the DIP Orders through the Effective Date.
• On the Effective Date, the DIP OpCo Claims shall be Allowed in an amount not less than $2,104,096,015.48, plus any accrued and unpaid interest, fees, and expenses (including any amounts paid-in-kind) payable under the DIP OpCo Loan Documents through the Effective Date.
  • SGUS, as sole holder of the DIP OpCo Claims, shall receive, in full satisfaction of the Allowed DIP OpCo Claims, (a) 100% of the New Saks Common Stock, (b) 100% of the Take Back Term Loans (if any), and (c) 100% of the Take Back Preferred Units (the “DIP OpCo Claims Distribution”).
  • The DIP OpCo Claims Distribution shall be distributed directly to Holders of DIP Term Loan Facility Claims in accordance with Sections 5.3, 5.4, and 5.5 of the Plan and the Restructuring Steps Plan, without first being distributed to SGUS, or in such other manner agreed among the Global Debtors and the Required Consenting DIP Term Loan Lenders.
• The “DIP Conversion” is the conversion, on the Effective Date, of DIP Term Loan Claims into Take Back Term Loans (if any), Take Back Preferred Units, or New Saks Common Stock in accordance with the Plan, the Restructuring Support Agreement, the New Capital Commitment Letter, and the DIP Documents.
• Upon payment in full or satisfaction of all Allowed DIP Facility Claims in accordance with the Plan, all Liens and security interests granted to secure such obligations shall be terminated and of no further force or effect.

Exit Facilities

• The Global Debtors shall fund Cash distributions under the Plan with Cash on hand, including Cash from operations and the proceeds of the DIP Facilities, the Exit ABL Facility, and the New Exit Facilities.
• The Exit ABL Facility is an exit asset-based loan facility in the principal amount of $1.5 billion.
• The New Exit Facilities consist, collectively, of the New Exit Debt Facilities (the Take Back Debt Facility and the Incremental New Money Debt Facility) and the Preferred Equity Facilities.
  • The New Capital Commitment Letter is that certain $500,000,000.00 Incremental New Money Facilities Commitment Letter, dated April 1, 2026, by and among Saks, the New Capital Commitment Parties, and the other parties thereto.
  • The Incremental New Money Debt Facility is a senior secured first lien term loan facility in an aggregate principal amount up to $500 million, subject to Commitment Increases, the Excess Liquidity Reduction, or other agreed increases or reductions.
  • The Incremental New Money Preferred Units are redeemable preferred units of Holdings with an aggregate initial liquidation preference equal to $500 million, minus any Excess Liquidity Reduction, and will rank senior to the common equity and all other equity interests of the Reorganized Global Debtors, including the Take Back Preferred Units, with respect to distribution, redemption, and repurchase rights and rights upon liquidation, winding up, or dissolution.
  • The Take Back Debt Facility is a senior secured first lien term loan facility consisting of term loans in an aggregate principal amount up to $750 million minus the principal amount of term loans issued under the Incremental New Money Debt Facility, or such lower amount as may be agreed among the Global Debtors and the Required Consenting DIP Term Loan Lenders. The Take Back Term Loans are the senior secured first lien term loans issued under the Take Back Debt Facility, if any.
  • The Take Back Preferred Units are a single class of redeemable preferred units of Holdings with an aggregate initial liquidation preference equal to (a) the outstanding amount of First Out DIP Term Loan Facility Claims on the Effective Date minus (b) the principal amount of Take Back Term Loans (if any) issued on the Effective Date.
• The “Second Out / Third Out DIP Distribution” consists of all New Saks Common Stock (subject to dilution by the Management Incentive Plan) and any junior preferred equity or similar instrument (if any), which may be debt for tax purposes, 70% of which shall be distributed to Holders of the Second Out DIP Term Loan Facility Claims and 30% of which shall be distributed to Holders of any Third Out DIP Term Loan Facility Claims.

Treatment of Claims and Interests

• On the Effective Date, the DIP Term Loan Facility Claims shall be Allowed (in each case plus any accrued and unpaid interest, fees, and expenses, including amounts paid-in-kind, through the Effective Date) and treated as follows:
  • First Out DIP Term Loan Facility Claims (Class 3-A): Allowed in an amount not less than $1,266,823,584.22; each Holder shall receive its pro rata share of (i) the aggregate amount of Take Back Term Loans (if any) and (ii) the aggregate amount of Take Back Preferred Units, with such aggregate amounts dependent upon the treatment elected by the Majority Commitment Parties under the New Capital Commitment Letter.
  • Second Out DIP Term Loan Facility Claims (Class 3-B): Allowed in an amount not less than $763,258,789.84; each Holder shall receive its pro rata share of (i) 70% of the Second Out / Third Out DIP Distribution (subject to dilution by the Management Incentive Plan) and (ii) the Litigation Trust Class A-1 Interests.
  • Third Out DIP Term Loan Facility Claims (Class 3-C): Allowed in an amount not less than $729,523,083.98; each Holder shall receive its pro rata share of (i) 30% of the Second Out / Third Out DIP Distribution (subject to dilution by the Management Incentive Plan) and (ii) the Litigation Trust Class A-1 Interests.
• The Prepetition Secured Claims shall be Allowed (in each case plus any additional accrued and unpaid interest, fees, and expenses through the Effective Date) and treated as follows:
  • Prepetition SGUS Notes Claims: each Holder shall receive its pro rata share of the Prepetition SGUS Notes Claims Cash Pool Distribution Amount.
  • Prepetition FILO and NPC Claims: Allowed in an aggregate amount no less than $10,536,250.00, consisting of $5,299,444.44 of Allowed Prepetition FILO Claims and $5,236,805.56 of Allowed Prepetition NPC Claims; each Holder shall receive its pro rata share of the Prepetition FILO and NPC Claims Cash Pool Distribution Amount.
  • Prepetition OpCo Second Out Notes Claims: Allowed in an amount no less than $1,507,417,231.63; each Holder shall receive its pro rata share of the Litigation Trust Class A-2 Interests, provided that SGUS waives any distributions to which it is entitled on account of such Claims, with such waived distribution distributed pro rata to the remaining Holders.
  • Prepetition OpCo Third Out Notes Claims: Allowed in an amount no less than $461,638,172.05.
  • Prepetition Initial Notes Claims: Allowed in an amount no less than $54,183,372.72.
• The HoldCo II SGUS Notes Guarantee Claims shall be Allowed in an amount of up to $91,201,626.49, plus any additional accrued and unpaid interest, fees, and expenses through the Effective Date.
• In full and final satisfaction of the Axonic Guarantee Claims, each Holder shall receive the Axonic Settlement Consideration.
• On the Effective Date, the following shall be cancelled, released, and extinguished without any distribution on account of such Claims or Interests: the Prepetition TopCo Facility Claims; the TopCo General Unsecured Claims; all Subordinated Claims; and all Existing TopCo Equity Interests (the Holders of which shall not receive or retain any property or distributions under the Plan).

Committee Settlement

• On May 1, 2026, the Global Debtors, the Ad Hoc Group, and the Creditors’ Committee reached agreement on the Committee Settlement Term Sheet (the UCC Settlement Term Sheet, dated as of May 1, 2026) and agreed to the terms of the Committee Settlement to be implemented through the Plan and approved by the Bankruptcy Court in connection with Confirmation.
  • The Creditors’ Committee is the statutory committee of unsecured creditors appointed in the Chapter 11 Cases, as identified in the U.S. Trustee’s notices of appointment filed on January 27, 2026 and January 29, 2026.

Litigation Trust

• On the Effective Date, the Global Debtors shall execute the Litigation Trust Documents and establish the Litigation Trust in accordance with the Plan and the Committee Settlement Term Sheet for the benefit of the Litigation Trust Beneficiaries. The Litigation Trust will administer the Litigation Trust Assets and reconcile, administer, settle, liquidate, and make distributions on account of Allowed General Unsecured Claims.
  • The Litigation Trust Beneficiaries are Holders of Allowed Second Out DIP Term Loan Claims, Third Out DIP Term Loan Claims, Prepetition OpCo Second Out Notes Claims, Prepetition OpCo Third Out Notes Claims, Prepetition Initial Notes Claims, Go-Forward OpCo Trade Claims, OpCo General Unsecured Claims, Go-Forward HoldCo II Trade Claims, and HoldCo II General Unsecured Claims who receive Litigation Trust Interests under the Plan.
  • The Litigation Trust Initial Funding Amount is $20,000,000.00 in Cash, to be provided by the Reorganized Global Debtors, subject to the Litigation Trust Initial Funding Election. The Litigation Trust MOIC is a 1.5x Multiple on Invested Capital applied to the Litigation Trust Initial Funding Amount, if any.
• The Litigation Trustee shall make distributions of Litigation Trust Proceeds, net of the Litigation Trust Fees and Expenses and the Litigation Trust Reserve, in the following waterfall:
  • First, if the Reorganized Global Debtors fund the Litigation Trust Initial Funding Amount, the Reorganized Global Debtors shall receive 100% of any Litigation Trust Proceeds until an amount equal to the Litigation Trust MOIC (inclusive of the Litigation Trust Initial Funding Amount) has been paid in Cash to the Reorganized Global Debtors (the “Litigation Trust Repayment Distribution”).
  • Second, after the Litigation Trust Repayment Distribution (if applicable), 50% of all Litigation Trust Proceeds shall be distributed to holders of Litigation Trust Class A Interests and 50% to holders of Litigation Trust Class B Interests, on a dollar-for-dollar basis, until an aggregate amount of $80 million has been distributed to Litigation Trust Beneficiaries (the “Litigation Trust Initial Distribution”).
  • Third, after the Litigation Trust Initial Distribution, 80% of all Litigation Trust Proceeds shall be distributed to holders of Litigation Trust Class A Interests and 20% to holders of Litigation Trust Class B Interests.
• The Litigation Trustee shall be selected by the Creditors’ Committee, with the reasonable consent of the Required Consenting DIP Term Loan Lenders and in consultation with the Global Debtors. The Litigation Trust Committee, which shall oversee the Litigation Trust, shall be composed of two designees selected by the Creditors’ Committee and one designee selected by the Required Consenting DIP Term Loan Lenders.
• On the Effective Date, the Global Debtors shall be deemed to waive and release any and all Avoidance Actions held against (i) the Released Parties and (ii) any trade creditor, service provider, vendor, or lessor of non-residential real property of the Global Debtors, other than as may be preserved with the consent of the Creditors’ Committee; provided that such release shall not apply to claims or Causes of Action arising from or relating to conduct outside such Person’s or Entity’s capacity as a trade counterparty or lessor of non-residential real property.

Reorganized Global Debtors’ Ownership

• On the Effective Date, New Saks—either (a) Holdings or (b) a newly formed corporation or limited liability company—shall issue and deliver all of the New Saks Common Stock and Preferred Equity Units pursuant to the terms and conditions of the Plan, the Confirmation Order, the Restructuring Steps Plan, and the New Organizational Documents.
  • The New Saks Common Stock is subject to dilution by the Management Incentive Plan and the New Exit Facilities.
• On the Effective Date, the New Boards shall be established and new members appointed. The initial members of the New Boards shall each be selected by the Required Consenting DIP Term Loan Lenders, in consultation with the Global Debtors, and shall be identified in the Plan Supplement to be Filed with the Bankruptcy Court prior to the Effective Date.

Employee and Benefit Matters

• The New Board shall be authorized to adopt and implement the Management Incentive Plan on the terms set forth in the Plan Supplement.
• After the Effective Date, in accordance with the Post-Emergence Incentive Plan and in consultation with the New Board, the Reorganized Global Debtors may pay the Post-Emergence Bonuses—bonuses related to performance during the second half of the 2026 fiscal year, in an aggregate amount not to exceed $6.5 million, at the discretion of and on terms to be decided by the New Board.
• On the Effective Date, the Reorganized Global Debtors shall assume and continue to maintain the PBGC-Insured Pension Plans as and to the extent required by their terms and applicable non-bankruptcy law, reserving all of their rights thereunder.

Releases

• The “Released Parties” include, each solely in its capacity as such and subject to paragraph 82 of the Confirmation Order: (a) the Global Debtors and their Estates; (b) the Reorganized Global Debtors and the Specified Related Parties; (c) the DIP Agents and the DIP Lenders; (d) the New Capital Commitment Parties; (e) the Creditors’ Committee and each of its members; (f) the Ad Hoc Group and each of its members; (g) each of the Prepetition Trustees and Agents; (h) each of the Prepetition ABL Lenders; (i) the Litigation Trustee; and (j) each Related Party of each Entity in clauses (c) through (i).
  • No Person or Entity shall be a Released Party unless it is also a Releasing Party. Ian Putnam is not a Released Party. Any releases provided by the Global Debtors and their Estates shall apply only to clauses (b)–(i).
• The “Releasing Parties” include the Global Debtors and their Estates; the Reorganized Global Debtors and the Specified Related Parties; the DIP Agents and the DIP Lenders; the New Capital Commitment Parties; the Creditors’ Committee and its members; the Ad Hoc Group and its members; the Prepetition ABL Lenders; the Prepetition Trustees and Agents; all Holders of Claims in Voting Classes that do not affirmatively elect to “opt out” (or that affirmatively elect to opt in); all Holders of Claims in Classes 1 and 2 that do not opt out; all Holders of Claims or Interests in Classes 6-A, 6-B, 8, and 9 that affirmatively opt in; and such parties’ Related Parties to the extent legally bindable. None of the Excluded Parties shall be Releasing Parties.
• The “Exculpated Parties” are, collectively, (a) each of the Global Debtors, (b) each member of the Special Restructuring Committee, and (c) the Creditors’ Committee and each of its members, each solely in their capacity as such; provided that no party that is not a Released Party shall be an Exculpated Party.
• The “Excluded Parties” are, collectively, (a) all Entities and Persons other than a Released Party, and (b) the Entities and Persons identified in the Schedule of Excluded Parties.
• Pursuant to the Global Debtor Release, on and after the Effective Date each Released Party is conclusively, absolutely, unconditionally, irrevocably, finally, and forever released and discharged by each of the Global Debtors and their Estates, including any successors or Estate representatives appointed under section 1123(b)(3) of the Bankruptcy Code, and any other Persons or Entities who may purport to assert any Claim or Cause of Action, directly or derivatively, by, through, for, or because of the foregoing.

Conditions Precedent

• Confirmation of the Plan is subject to the satisfaction or waiver of certain conditions, including, among others:
  • the DIP Orders shall be in full force and effect;
  • entry of the Confirmation Order; and
  • none of the Restructuring Support Agreement, the DIP Facilities, or the DIP Orders shall have been terminated in accordance with their respective terms, and there shall not have occurred and be continuing any event, act, or omission that, but for the expiration of time, would permit the Required Consenting DIP Term Loan Lenders or the DIP ABL Agent to terminate any of the foregoing (including the occurrence of any “Event of Default” under the DIP Facilities).
• The occurrence of the Effective Date is subject to the satisfaction or waiver of additional conditions, including, among others:
  • the Required Consenting DIP Term Loan Lenders having provided written consent to effectuate the DIP Conversion in accordance with the DIP Documents (provided that a vote in favor of the Plan by a Holder of DIP Term Loan Claims shall not constitute consent to the DIP Conversion);
  • all of the actions set forth in the Restructuring Steps Plan having been completed and implemented;
  • the Flagship CMBS Settlement having been consummated; and
  • the Litigation Trust having been formed and the Litigation Trust Assets having been transferred to and vested in the Litigation Trust.

Voting

• The Voting Classes are Classes 3-A, 3-B, 3-C, 4-A, 4-B, 4-C, 4-D, 4-E, 4-F, 4-G, 5-A, 5-B, 5-C, and 5-D.
• The Voting Deadline is June 1, 2026 at 4:00 p.m. prevailing Central Time.
• Pursuant to section 1126(c) of the Bankruptcy Code, an Impaired Class of Claims shall have accepted the Plan if it is accepted by at least two-thirds in dollar amount and more than one-half in number of the Holders of Allowed Claims in such Class that have voted on the Plan.
• All votes on the Plan shall be tabulated on a non-consolidated basis by Class and by Global Debtor for purposes of determining whether the Plan satisfies sections 1129(a)(8) and/or (10) of the Bankruptcy Code.

SO5 Debtors Plan Terms

Overview

• The SO5 Digital Debtors propose this joint chapter 11 plan of liquidation (the “Plan”) under section 1121 of the Bankruptcy Code and are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.
  • The SO5 Digital Debtors comprise Saks OFF 5TH Holdings LLC, Saks OFF 5TH LLC, Saks OFF 5TH Midco Partner Inc., and Luxury Outlets USA, LLC, each as a debtor and debtor in possession.
  • The “Debtors” comprise the SO5 Digital Debtors and the Global Debtors, with the Global Debtors being the Debtors other than the SO5 Digital Debtors. The Global Debtors are proceeding under the Amended Joint Chapter 11 Plan of Saks Global Enterprises LLC and its Global Debtor Affiliates [Docket No. 2178].
• Although proposed jointly for administrative purposes, the Plan constitutes a separate chapter 11 plan for each SO5 Digital Debtor for the treatment and resolution of outstanding Claims and Interests, and does not contemplate substantive consolidation of any of the SO5 Digital Debtors.
• Reference is made to the Disclosure Statement, dated June 5, 2026, filed contemporaneously with the Plan, for a discussion of the SO5 Digital Debtors’ history, business, prepetition capital structure, and liquidation analysis, as well as a summary of the Plan and the distributions to be made thereunder.
• The official committee of unsecured creditors (the “Committee”) was appointed by the U.S. Trustee under section 1102(b) of the Bankruptcy Code on January 27, 2026 [Docket No. 480].
• The Prepetition Agent is Callodine Commercial Finance, LLC, as administrative agent and collateral agent for itself and the Prepetition Secured Lenders under the Prepetition Credit Agreement, a Term Loan Credit Agreement dated as of August 6, 2021.
• The Voting Deadline by which ballots to accept or reject the Plan must be received is June 1, 2026.
• Subject to section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, the SO5 Digital Debtors reserve the right to alter, amend, modify, revoke, or withdraw the Plan prior to substantial consummation.

General Settlement of Claims; Intercompany Claim Settlement

• Pursuant to section 1123(b)(2) of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the distributions, releases, and other benefits provided under the Plan, upon the Effective Date the provisions of the Plan constitute a good faith compromise of all Claims, Interests, and controversies relating to the contractual, legal, and subordination rights that a creditor or Interest Holder may have.
  • Entry of the Confirmation Order constitutes the Bankruptcy Court’s approval of the compromise and a finding that it is in the best interests of the SO5 Digital Debtors, their Estates, and holders of Claims and Interests, and is fair, equitable, and reasonable.
• The compromise also reflects the Intercompany Claim Settlement between the SO5 Digital Debtors and the Global Debtors regarding, among other things, the treatment of Intercompany Claims — any Claim held by a SO5 Digital Debtor or a Global Debtor against a SO5 Digital Debtor — under their respective Chapter 11 plans, as documented in the Plan Supplement.
  • The settlement, disclosed in the SO5 Digital Debtors’ Amended Plan Supplement and the Global Debtors’ Fourth Amended Plan Supplement [ECF No. 2607], was extensively negotiated at arms-length with the benefit of counsel and was approved by the SO5 Digital Debtors’ Independent Director.
• To the extent set forth in the Intercompany Claim Settlement, as of the Effective Date the SO5 Digital Debtors will be deemed to waive and release any and all Avoidance Actions held against any landlord, trade creditor, service provider, or vendor of the SO5 Digital Debtors, other than as may be preserved with the consent of the Committee.
  • Such waiver and release will not apply to any claims or causes of action against (i) any current or former director, officer, manager, employee, or other insider of any SO5 Digital Debtor; (ii) any affiliate, equity holder, or former equity holder of any SO5 Digital Debtor; or (iii) any Entity to the extent arising from conduct outside such Entity’s capacity as a landlord or trade counterparty, unless such parties constitute Released Parties or receive releases under the Intercompany Claim Settlement.

Sources of Consideration for Plan Distributions

• Subject to the provisions concerning the Professional Fee Reserve and the Wind-Down Budget, distributions under the Plan will be funded by Cash on hand, including any amounts recovered by the Trust that may be owed by third parties on account of security deposits or refunds.
• After the Effective Date, the Liquidation Trustee will fund the Wind-Down Reserves and make Plan Distributions from Liquidation Trust Net Assets on account of Allowed Claims in accordance with the Plan and the Liquidation Trust Agreement.

Sale Transactions

• Following the Effective Date, the Liquidation Trust may monetize the Liquidation Trust Assets and enter into one or more Sale Transactions — sales under section 363(f) of the Bankruptcy Code of the SO5 Digital Debtors’, Wind-Down Debtors’, or Liquidation Trust’s property — without further order of or notice to the Bankruptcy Court, the proceeds of which will constitute Liquidation Trust Assets.

Liquidation Trust

• The Liquidation Trust will be formed for the benefit of the Liquidation Trust Beneficiaries — the Holders of Allowed Class 5 General Unsecured Claims — to receive, hold, and administer the Liquidation Trust Assets; make distributions to holders of Allowed Claims; object to, resolve, compromise, or settle Claims; and enforce and prosecute the Retained Causes of Action.
  • The Liquidation Trustee will be the Entity designated by the Committee in consultation with the SO5 Digital Debtors, together with any successor appointed in accordance with the Plan, the Confirmation Order, and the Liquidation Trust Agreement.
  • The Liquidation Trust Assets comprise (a) all Cash of the SO5 Digital Debtors as of the Effective Date; (b) the Retained Causes of Action; and (c) any other assets of the SO5 Digital Debtors’ Estates not previously liquidated or abandoned.
  • Liquidation Trust Net Assets means the Liquidation Trust Assets less the Liquidation Trust Expenses and the Wind-Down Reserves.
• On or before the Effective Date, the SO5 Digital Debtors or Wind-Down Debtors will irrevocably transfer all of their rights, title, and interest in the Liquidation Trust Assets to the Liquidation Trust, which will vest automatically and irrevocably as of the Effective Date, free and clear of all Claims, Liens, Interests, charges, and other encumbrances, and exempt from any stamp, real estate transfer, mortgage reporting, sales, use, or other similar tax.
• In no event will holders of Claims administered by the Liquidation Trust recover, on account of any such Claim, more than 100% of their Allowed Claim from the Liquidation Trust.
• For federal (and applicable state and local) income tax purposes, the Liquidation Trust will be classified as a “liquidating trust” within the meaning of Treasury Regulations Section 301.7701-4(d) and as a “grantor trust” within the meaning of Sections 671 through 679 of the Tax Code (except with respect to any DOF).
• The Liquidation Trust will be dissolved and its affairs wound up, with the Liquidation Trustee making final distributions, upon the earlier of (a) the date that is five years after the Effective Date; and (b) the date when, in the Liquidation Trustee’s reasonable judgment, substantially all of the Liquidation Trust Assets have been liquidated, all required distributions have been made, and there are no substantial potential sources of additional Cash for distribution.
  • Upon dissolution, any remaining Liquidation Trust Net Assets will be distributed to Holders of Allowed Class 5 General Unsecured Claims; provided that if the Liquidation Trustee reasonably determines such assets are insufficient to render a further distribution practicable, the Liquidation Trustee may (a) reserve any amount necessary to dissolve the Liquidation Trust or (b) donate any balance to a qualifying Section 501(c)(3) charitable organization unrelated to the SO5 Digital Debtors, the Wind-Down Debtors, the Liquidation Trust, and any insider of the Liquidation Trustee.

Classification and Treatment of Claims and Interests

• Class 1 — Secured Lender Claims: Unimpaired; deemed paid in full by payments made by the SO5 Digital Debtors before the Effective Date; not entitled to vote (deemed to accept).
• Class 2 — Other Secured Claims: Unimpaired; payment in full in Cash, delivery of collateral plus any section 506(b) interest, or other treatment rendering the Claim Unimpaired; not entitled to vote (deemed to accept).
• Class 3 — Other Priority Claims: Unimpaired; Cash equal to the Allowed amount or other Unimpairing treatment; not entitled to vote (deemed to accept).
• Class 4 — Consignor Claims: Impaired; regular Cash installment payments of a total value equal to the Allowed amount over a period ending not later than two years after the Petition Date, in a manner not less favorable than the most favored nonpriority unsecured claim; entitled to vote.
• Class 5 — General Unsecured Claims: Impaired; pro rata share of the Liquidation Trust Interests; entitled to vote.
• Class 6 — Intercompany Claims: Impaired; cancelled, released, discharged, and extinguished with no distribution; deemed to reject (not entitled to vote).
• Class 7 — Subordinated Claims: Impaired; cancelled with no distribution; deemed to reject (not entitled to vote); no Holder, in its capacity as such, is a Releasing, Released, or Exculpated Party.
• Class 8 — SO5 Digital Debtor Interests: Impaired; reinstated, or cancelled/extinguished with no distribution, as determined by the SO5 Digital Debtors, Wind-Down Debtors, or Plan Administrator; deemed to reject (not entitled to vote); no Holder, in its capacity as such, is a Releasing, Released, or Exculpated Party.

Wind Down

• The Wind Down is the post-Effective Date process by which the Plan Administrator and Wind-Down Debtors will complete the tasks required to wind down the affairs of the SO5 Digital Debtors and the Wind-Down Debtors and otherwise close the Chapter 11 Cases.
  • The Plan Administrator — the Entity selected by the SO5 Digital Debtors and appointed on the Effective Date to administer the wind-up — will, on the Effective Date, be automatically appointed as the sole director, manager, officer, and fiduciary of each of the Wind-Down Debtors, in consultation with and subject to the agreement of the Liquidation Trustee and subject to the Wind-Down Budget and the Wind-Down Cap.
• The Wind-Down Cap is $200,000; provided that, after the Effective Date, at the reasonable request of the Plan Administrator, the Wind-Down Cap may be increased by the Liquidation Trustee in his discretion, without any further notice to or approval of the Bankruptcy Court.
• The Wind-Down Budget Reserve, created on or before the Effective Date with the consent of the Committee in an amount not to exceed the Wind-Down Cap, will be used to fund the Wind Down pursuant to the Wind-Down Budget.
• The Wind-Down Reserves comprise (a) the Administrative Claims Reserve; (b) the Professional Fee Reserve; (c) the Priority Tax Claim Reserve; (d) the Other Secured Claims Reserve; (e) the Other Priority Claims Reserve; (f) the Consignor Claims Reserve; and (g) the Wind-Down Budget Reserve.
• On the Effective Date, and following satisfaction of the Wind-Down Debtors’ distribution and funding requirements, the Wind-Down Debtors will be dissolved for all purposes unless the Plan Administrator determines, with the consent of the Liquidation Trustee, that dissolution could have an adverse impact on the Wind-Down.

Cooperation

• The Global Debtors, SO5 Digital Debtors, Wind-Down Debtors, or Plan Administrator, as applicable, will, upon reasonable notice, reasonably cooperate with the Liquidation Trust, the Liquidation Trustee, and their retained professionals in the administration of the Liquidation Trust, including by providing reasonable access to (i) officers, directors, employees, personnel, advisors, and contact information for former employees; and (ii) the Books and Records.
  • Nothing in these provisions will impose duties on the Global Debtors outside the scope of the plan support and cooperation terms of the Intercompany Claim Settlement; to the extent additional support or services are required, the Liquidation Trustee or Plan Administrator may request them of the Global Debtors, and the parties will engage in commercially reasonable, good-faith negotiations to determine whether the services will be provided and whether they warrant additional compensation.

Releases

• Pursuant to the SO5 Digital Debtor Releases (Article IX.A) and section 1123(b) of the Bankruptcy Code, effective as of the Effective Date each Released Party is deemed conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged by each of the SO5 Digital Debtors, the Wind-Down Debtors, and their Estates (and on behalf of their successors, assigns, any section 1123(b)(3) Estate representative, and any Entity that could assert a claim derivatively through the foregoing) from all claims, Causes of Action, and liabilities, whether known or unknown, that the SO5 Digital Debtors, their Estates, or the Wind-Down Debtors would have been legally entitled to assert, based on or relating to the Case-Related Matters or the Additional Matters, subject to the same carve-outs that apply to the Third-Party Release. Entry of the Confirmation Order constitutes the Bankruptcy Court's approval of these releases under Bankruptcy Rule 9019.
• The “Released Parties” include, each in its capacity as such: (a) any current director or officer of the SO5 Digital Debtors on the Effective Date, except for Franz Buerstedde; (b) the Committee and each of its members; (c) the Prepetition Agent and Prepetition Secured Lenders; (d) the Professionals as of the Effective Date; (e) the Plan Administrator; (f) the Liquidation Trustee; (g) Genny Siller; and (h) each Related Party of the foregoing.
  • No Released Party will be an Excluded Party, no SO5 Digital Debtor will be a Released Party, and Ian Putnam is not a Released Party.
• The “Releasing Parties” include, each in its capacity as such: (a) the Committee and its members; (b) the Prepetition Agent and Prepetition Secured Lenders; (c) any other Releasing Party; and (d) each Related Party of the foregoing that such Entity is legally entitled to bind to the releases under applicable non-bankruptcy law.
  • An Entity will not be a Releasing Party if it (i) is a Holder of a Claim in Classes 1, 2, 3, 4, or 5 that elects to opt out of the Third-Party Releases via the Release Opt-Out Form; (ii) is a Holder of a Claim or Interest in Classes 7 or 8 that elects not to opt into the Third-Party Releases via the Release Opt-In Form; or (iii) timely objects to the releases through a formal objection filed on the docket that is not resolved before the Confirmation Hearing.
  • No SO5 Digital Debtor will be a Releasing Party.
• Pursuant to the Third Party Release, effective as of the Effective Date each Releasing Party will be deemed to conclusively, absolutely, unconditionally, irrevocably, and forever release and discharge each Released Party from all claims, Causes of Action, and liabilities, whether known or unknown, that such Releasing Party would have been legally entitled to assert based on or relating to the Case-Related Matters or the Additional Matters.
• The releases do not release (1) any obligations arising on or after the Effective Date under the Plan, the Confirmation Order, or any document executed to implement the Plan; (2) any Retained Cause of Action; (3) any Claims or Causes of Action against any Entity that is not a Released Party; or (4) actual fraud, willful misconduct, or gross negligence as determined by a Final Order.
• The SO5 Digital Debtor Releases will not in any way effect a release by any Global Debtor of any Claim or Cause of Action against any Entity, and nothing in the Plan will cause the Global Debtors to release any parties, claims, or causes of action not released under the Global Debtors’ Second Amended Joint Chapter 11 Plan of Saks Global Enterprises LLC and its Global Debtor Affiliates [Docket No. 2600].

Exculpation

• The “Exculpated Parties” comprise (a) the SO5 Digital Debtors; (b) the Committee; and (c) the members of the Committee; provided that no Excluded Party will be an Exculpated Party.
• Effective as of the Effective Date, and except as otherwise specifically provided in the Plan or the Confirmation Order, no Exculpated Party will have or incur liability for any act or omission in connection with the negotiation, solicitation, confirmation, execution, or implementation of the Case-Related Matters, except for (i) any act or omission determined by Final Order to have constituted willful misconduct, actual fraud, or gross negligence; or (ii) the rights of any Entity to enforce the Plan and the related documents.
  • An Exculpated Party is entitled to exculpation solely for actions taken from the Petition Date through the Effective Date, and the exculpation does not extend to obligations arising under the Plan on or after the Effective Date, any Retained Cause of Action, or the enforcement of claims based on an alleged breach of a confidentiality or non-compete obligation owed to the SO5 Digital Debtors or the Wind-Down Debtors.

Injunction

• Except as otherwise expressly provided in the Plan or for obligations issued or required to be paid under the Plan or the Confirmation Order, all Entities holding Claims or Interests that are released, settled, or subject to exculpation under the Plan will be permanently enjoined, from and after the Effective Date, from taking the following actions against the SO5 Digital Debtors, Wind-Down Debtors, Exculpated Parties, Liquidation Trust, or Liquidation Trustee: (1) commencing or continuing any action on account of such claims or interests; (2) enforcing, attaching, collecting, or recovering any judgment, award, decree, or order; (3) creating, perfecting, or enforcing any lien or encumbrance against such Entities or their property or estates; and (4) commencing or continuing any action on account of claims or interests released or settled under the Plan.
• Upon entry of the Confirmation Order, all Holders of Claims and Interests and other parties in interest, along with their respective present and former employees, agents, officers, directors, or principals, will be enjoined from taking any actions to interfere with the implementation or consummation of the Plan by the SO5 Digital Debtors, the Wind-Down Debtors, the Plan Administrator, the Liquidation Trust, the Liquidation Trustee, and their respective affiliates, employees, advisors, officers, directors, or agents.

Conditions Precedent to the Effective Date

• The occurrence of the Effective Date is subject to the satisfaction or waiver of each of the following conditions precedent, among others:
  • The Cash Collateral Order will not have been vacated, stayed, or modified without the prior written consent of the Prepetition Agent.
  • The Bankruptcy Court will have approved the Disclosure Statement as containing adequate information with respect to the Plan within the meaning of section 1125 of the Bankruptcy Code.
  • The Plan Administrator will have been appointed and accepted his or her appointment.
  • All requisite filings with governmental authorities and third parties will have become effective, and all such authorities and third parties will have approved or consented to the transactions contemplated by the Plan, to the extent required.
  • All documents contemplated to be executed and delivered on or before the Effective Date will have been executed and delivered.
  • All Wind-Down Reserves will have been fully funded pursuant to the terms of the Plan.
• Unless otherwise specifically provided, the conditions may be waived, in whole or in part, in writing by the SO5 Digital Debtors (in consultation with the Committee) and, with respect to certain conditions, the Prepetition Agent or the Committee, each in their respective sole and absolute discretion, without notice to any other parties in interest or the Bankruptcy Court and without a hearing.