STG Logistics - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• STG Logistics, Inc. and its affiliated debtors entered into a Restructuring Support Agreement (the "RSA") dated January 12, 2026, by and among the Debtors, the Consenting Lenders, the Consenting Sponsors, and any foreign non‑Debtor party to the RSA.
• The Consenting Lenders consist of:
  • Consenting FLFO Term Lenders: holders (or beneficial holders) of FLFO Term Loan Claims that are parties to the RSA.
  • Consenting FLFO RCF Lenders: holders of FLFO RCF Claims that commit to provide their Exit RCF Commitment under the Exit RCF Facility by signing or joining the RSA.
  • Consenting FLSO Term Lenders: holders (or beneficial holders) of FLSO Term Loan Claims that are parties to the RSA.
• The Consenting Sponsors are Oaktree/Duration (Reception Oaktree Aggregator, L.P. and certain of its affiliates) and Wind Point (Wind Point Partners AAV II, L.P. and certain of its affiliates), in each case in their capacities as holders of Equity Interests that are party to the RSA.
• The RSA contemplates restructuring transactions under a chapter 11 plan that may proceed as either:
  • a Recapitalization Transaction (the default path), unless a Toggle Trigger Event occurs; or
  • a Sale (a sale of all or substantially all assets or Reorganized Equity, or other agreed monetization) if a Toggle Trigger Event occurs.
• "Toggle Trigger Event" means the Debtors’ decision, in the exercise of their reasonable business judgment and after good‑faith coordination and consultation with the DIP Lenders and the Ad Hoc Group, that pursuing a Sale is in the Debtors’ best interests.

DIP Financing

• The Debtors obtained debtor‑in‑possession financing under the Interim DIP Order [Docket No. 84] and the Final DIP Order [Docket No. 248].
• The DIP Facility provides for:
  • New Money DIP Loans (Initial New Money Term Loans and Delayed Draw New Money Term Loans).
  • Incremental New Money DIP Loans of up to $25,000,000, which may be funded immediately prior to the Effective Date.
  • Roll‑Up DIP Claims, consisting of:
    • 1° Roll‑Up DIP Claims on account of the Roll‑Up FLFO Loans.
    • 2° Roll‑Up DIP Claims on account of the Roll‑Up FLSO Loans.
• The Backstop Parties are Consenting Lenders that have committed to provide a Backstop Commitment under the DIP Documents.
• On the Effective Date, each Holder of an Allowed DIP Claim will receive:
  • If the Recapitalization Transaction occurs:
    • On account of its New Money DIP Claim:
      • the Takeback Term Loans; and
      • if all Incremental New Money DIP Loans are funded: 19.2% of the Reorganized Equity (subject to dilution by the MIP Equity);
      • if no Incremental New Money DIP Loans are funded: 11.5% of the Reorganized Equity (subject to dilution by the MIP Equity);
      • if some, but not all, Incremental New Money DIP Loans are funded, the Reorganized Equity allocation will be increased proportionally.
    • On account of its 1° Roll‑Up DIP Claim: treatment consistent with FLFO Term Loan Claims.
    • On account of its 2° Roll‑Up DIP Claim: treatment consistent with FLSO Term Loan Claims.
  • If the Sale occurs: the DIP Payment in Cash in full in accordance with the Sale Order, immediately upon closing of the Sale.
• In a Recapitalization Transaction, nothing under the Plan releases, discharges, or compromises any rights of any DIP Secured Party or its Related Parties under or in connection with the DIP Indemnity; provided that, in the event of a Credit Bid, the DIP Indemnity will be assumed by the Purchaser.
• "DIP Indemnity" means the go‑forward indemnity for the benefit of the DIP Lenders and their Affiliates and Related Parties under the DIP Credit Agreement and related obligations (including all Restructuring Expenses).

Recapitalization Transaction

• A Recapitalization Transaction is a restructuring under the Plan pursuant to which the Post‑Effective Date Debtors distribute all Reorganized Equity, as of the Effective Date, to Holders of DIP Claims, FLFO Term Loan Claims, and FLSO Term Loan Claims, subject to dilution by the MIP Equity.
• The Post‑Effective Date Debtors are authorized to issue Reorganized Equity to satisfy Claims in accordance with the New Governance Documents and the Management Incentive Plan:
  • All Reorganized Equity issued under the Plan will be duly authorized, validly issued, fully paid, and non‑assessable.
  • Reorganized Equity will not be registered under the Securities Act or listed on a securities exchange as of the Effective Date.
• On the Effective Date, Post‑Effective Date STG will:
  • issue the Takeback Term Loans under a $100,000,000 Takeback Term Loan Facility; and
  • enter into the Exit RCF Facility, a revolving credit facility (including letters of credit and revolving loans) on terms acceptable to the Required Consenting FLFO RCF Lenders, consistent with the Committed RCF Treatment.
• The Exit RCF Commitment for each participating FLFO RCF Lender equals its existing "Revolving Loan Commitment" under the STG Distribution Credit Agreement and covers revolving loans (to reimburse letter‑of‑credit draws), letter‑of‑credit issuance, and related obligations under the Exit RCF Facility.
• Under the Committed RCF Treatment, each Consenting FLFO RCF Lender that provides its Exit RCF Commitment will:
  • have any outstanding and undrawn letters of credit deemed issued under the Exit RCF Facility;
  • receive revolving loans equal to its outstanding revolving loans and letter‑of‑credit obligations;
  • receive its share of excess Cash received from letter‑of‑credit beneficiaries (which will replenish Exit RCF Facility capacity); and
  • to the extent such treatment would exceed its Exit RCF Commitment on the Effective Date, receive repayment or cash collateralization of the excess.
• On the Effective Date, the Post‑Effective Date Debtors will enter into Takeback Equipment Financing Agreements with the Equipment Financing Lenders.
• Plan distributions and funding in a Recapitalization Transaction will come from:
  • Reorganized Equity;
  • the Debtors’ Cash on hand;
  • the Takeback Term Loans;
  • the Exit RCF Facility; and
  • Takeback Equipment Financing Debt.
• On or immediately prior to the Effective Date, the New Governance Documents will be adopted or amended in a form acceptable to the Debtors, consistent with the Plan and the RSA.
• On the Effective Date, the terms of the current Governing Body will expire and the initial directors of the New Board (the CEO plus four additional members) will be appointed, subject to the consent rights of the Required Consenting FLFO Term Lenders.
• Within 30 days after the Effective Date, the New Board will adopt and implement the Management Incentive Plan, which will permit grants of RSUs, options, Reorganized Equity, or other equity‑linked awards:
  • MIP Equity may represent up to 10% of the Reorganized Equity, as authorized by the New Board in its discretion.

Sale Transaction

• A "Sale" means:
  • a sale or sales of all or substantially all assets of the Debtors or the Reorganized Equity to a Purchaser under the Bidding Procedures and Bidding Procedures Order, which may occur only if a Toggle Trigger Event occurs; or
  • another asset monetization transaction consented to by the Required DIP Lenders and the Required Consenting FLFO Term Lenders.
• A "Credit Bid" is a bid by the DIP Lenders and/or the Required First‑Out Lenders for the Debtors’ assets or Reorganized Equity using their secured claims.
• A "Third‑Party Sale Transaction" is a Sale to a Purchaser other than the DIP Lenders and/or the Required First‑Out Lenders.
• The Bidding Procedures, approved by the Bidding Procedures Order [Docket No. 351], govern submission and evaluation of bids in connection with any Sale.
• If a Sale occurs, the Debtors and Purchaser(s) will be authorized to consummate the Sale under the applicable Purchase Agreement(s) and Sale Order:
  • all of the Debtors’ property (other than Excluded Liabilities) will transfer to and vest in the Purchaser(s) free and clear of all liens, Claims, charges, and other encumbrances.
• The "Sale Payment Amount" consists of:
  • the DIP Payment: full Cash payment of DIP Claims at closing;
  • the FLFO Payment: if Sale proceeds (after the DIP Payment) exceed FLFO Term Loan Claims, Cash payment in full of FLFO Term Loan Claims; and
  • the FLSO Payment:
    • if Sale proceeds (after the DIP Payment and FLFO Payment) exceed FLSO Term Loan Claims, Cash payment in full of FLSO Term Loan Claims; or
    • if not, Cash payments on terms reasonably acceptable to the Required Consenting FLSO Term Lenders.
• In a Sale scenario, the Sale Payment Amount, the RCF Reserve Account, Net Distributable Cash, and any remaining amounts in the Wind Down Debtor Account will fund Plan distributions.
• "Net Distributable Cash" means, in a Sale, Cash minus the Wind Down Amount, the RCF Reserve Account, and the Sale Payment Amount.
• The Sale Order must:
  • include the Litigation Condition and the Allocation Condition;
  • provide for payment of the Sale Payment Amount from Sale proceeds and repayment or cash collateralization of FLFO RCF Claims held by Consenting FLFO RCF Lenders from the RCF Reserve Account; and
  • if the Sale is a Credit Bid, contain findings that the DIP Lenders and/or Required First‑Out Lenders validly exercised their credit‑bid rights on Allowed, secured claims not subject to bona fide dispute.

Conditions Precedent

• Litigation Condition: a judgment or determination acceptable to the Required Consenting FLFO Term Lenders denying or otherwise adversely resolving the relief sought by the Non‑Participating Holders in the Non‑Participating Holder Litigation or determining that the 2024 Refinancing Transactions fully complied with the relevant documents and do not give rise to related claims.
• Allocation Condition: an allocation of value between the STG Distribution LLC Debtor silo and the Reception Purchaser, LLC Debtor silo acceptable to the Debtors and the Required Consenting FLFO Term Lenders, including full value for the Intercompany Notes Claims and the STG Distribution Guaranty Claims.

Wind Down

• "Wind Down Amount" means, in any wind down tied to a Recapitalization or Sale, Cash in an amount sufficient to fund estimated fees, costs, and expenses to administer the wind down, including administrative expenses to confirm the Plan and all go‑forward Restructuring Expenses, in each case reasonably acceptable to the Required Consenting FLFO Term Lenders.
• If a wind down occurs in a Recapitalization scenario, the Post‑Effective Date Debtors will implement the Plan and wind down and dissolve the Debtors’ Estates after the Effective Date.
• If the Sale occurs, the Plan Administrator will implement the Plan and wind down and dissolve the Debtors’ Estates after the Effective Date.
• On and after the Effective Date, the Wind Down Debtors will remain in existence to:
  • wind down business and affairs;
  • resolve Disputed Claims;
  • make and fund distributions on Allowed Claims;
  • prosecute and enforce Retained Causes of Action;
  • file tax returns and handle tax matters;
  • comply with continuing DIP Order obligations; and
  • otherwise administer the Plan efficiently.
• On or before the Effective Date, the Debtors will fund the Wind Down Debtor Account with Cash equal to the Wind Down Amount.
• The Wind Down Debtor Account will be used to:
  • fund wind‑down fees, costs, and expenses; and
  • pay in full in Cash all Claims required to be paid under the Bankruptcy Code and Plan to allow the Effective Date to occur or otherwise required to be paid under the Plan.
• Any funds remaining in the Wind Down Debtor Account after dissolution of the Wind Down Debtors will be distributed in accordance with the Plan on account of unpaid Claims, Equity Interests, and Intercompany Interests until paid in full.

Plan Administrator

• If a Sale occurs, the Plan Administrator will be selected by the Debtors with the reasonable consent of the Required Consenting FLFO Lenders and will:
  • liquidate assets of the Estates and Post‑Effective Date Debtors;
  • administer remaining assets; and
  • make distributions under the Plan.
• The Plan Administrator Agreement (to be executed no later than the Effective Date) will set forth the Plan Administrator’s rights, powers, duties, and compensation.
• The Plan Administrator will be the exclusive trustee of the Wind Down Debtors’ assets for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), and will serve as the Estates’ representative under section 1123(b)(3)(B) of the Bankruptcy Code.
• The Plan Administrator may retain attorneys, accountants, and other professionals as needed and will be compensated post‑Effective Date from the Wind Down Debtor Account as disclosed in the Plan Supplement.
• Powers of the Plan Administrator include:
  • making Plan distributions;
  • holding, investing, protecting, and liquidating Estate assets;
  • executing documents needed to implement distributions and the wind down;
  • maintaining bank accounts of the Wind Down Debtors;
  • retaining and replacing professionals;
  • paying reasonable fees, expenses, and liabilities of the Wind Down Debtors;
  • prosecuting and enforcing Retained Causes of Action;
  • preparing and filing tax returns and handling tax matters; and
  • exercising any other powers granted by the Plan or Bankruptcy Court orders.

Claims Treatment (Selected Classes)

• Class 1 – Other Secured Claims:
  • Each Holder of an Allowed Other Secured Claim will receive, at the Debtors’ or Post‑Effective Date Debtors’ option and in full and final satisfaction of such Claim, either:
    • (i) payment in full in Cash of the unpaid portion of such Allowed Claim on (or as soon as reasonably practicable after) the later of the Effective Date and the date such Claim becomes Allowed; or
    • (ii) the collateral securing such Allowed Claim; or
    • (iii) such other treatment that renders such Claim Unimpaired under section 1124 of the Bankruptcy Code.
  • Class 1 is Unimpaired and Holders are conclusively presumed to accept the Plan (no voting).
• Class 2 – Other Priority Claims:
  • Each Holder of an Allowed Other Priority Claim will receive, in full and final satisfaction of such Claim, payment in full in Cash of the unpaid portion of such Allowed Claim on (or as soon as reasonably practicable after) the later of the Effective Date and the date such Claim becomes Allowed, or such other treatment that renders such Claim Unimpaired.
  • Class 2 is Unimpaired and Holders are conclusively presumed to accept the Plan (no voting).
• Class 3 – Equipment Financing Claims:
  • Each Holder of an Allowed Equipment Financing Claim will receive, in full and final satisfaction of such Claim:
    • if the Recapitalization Transaction occurs, Takeback Equipment Financing Debt relating to such Holder’s collateral; or
    • if the Sale occurs, either (i) such Holder’s pro rata share of Net Distributable Cash solely from such Holder’s collateral underlying its Allowed Equipment Financing Claim, or (ii) the collateral underlying such Allowed Equipment Financing Claim.
  • Class 3 is Impaired and Holders are entitled to vote to accept or reject the Plan.
• Class 4A – FLFO RCF Claims:
  • Allowed in the aggregate principal amount of $25,023,458 plus applicable interest, fees, costs, expenses, and premiums.
  • Each Holder of an Allowed FLFO RCF Claim will receive, in full and final satisfaction of such Claim:
    • if such Holder is a Consenting FLFO RCF Lender:
      • if the Recapitalization Transaction occurs, the Committed RCF Treatment; or
      • if the Sale occurs, repayment or cash collateralization of such Holder’s FLFO RCF Claims from the RCF Reserve Account pursuant to the Sale Order;
    • if such Holder is not a Consenting FLFO RCF Lender, treatment in accordance with, and pro rata to, the Class 4B FLFO Term Loan Claims treatment.
  • Class 4A is Impaired and Holders are entitled to vote to accept or reject the Plan.
• Class 4B – FLFO Term Loan Claims:
  • Allowed in the aggregate principal amount of $209,105,951 plus applicable interest, fees, costs, expenses, and premiums.
  • Each Holder of an Allowed FLFO Term Loan Claim will receive, in full and final satisfaction of such Claim:
    • if the Recapitalization Transaction occurs, subject to the Allocation Condition, such Holder’s pro rata share of:
      • if the Incremental New Money DIP Loans are funded, 78.3% of the Reorganized Equity (subject to dilution by the MIP Equity); or
      • if the Incremental New Money DIP Loans are not funded, 86.0% of the Reorganized Equity (subject to dilution by the MIP Equity), with proportional adjustment if only a portion of the Incremental New Money DIP Loans is funded; or
    • if the Sale occurs, following the FLFO Payment under the Sale Order, such Holder’s pro rata share of Net Distributable Cash.
  • Class 4B is Impaired and Holders are entitled to vote to accept or reject the Plan.
• Class 4C – Reception Purchaser First Lien Claims:
  • Allowed in the aggregate principal amount of $57,819,443 plus applicable interest, fees, costs, expenses, and premiums, together with any Intercompany Notes Claims and STG Distribution Guaranty Claims.
  • Each Holder of an Allowed Reception Purchaser First Lien Claim will receive, in full and final satisfaction of such Claim:
    • if the Recapitalization Transaction occurs, such Holder’s pro rata share of the Reorganized Equity distributable to Class 4B and Class 5, subject to the Allocation Condition; or
    • if the Sale occurs, such Holder’s pro rata share of Net Distributable Cash, solely from such Holder’s collateral underlying its Allowed Reception Purchaser First Lien Claim and subject to the Allocation Condition.
  • Class 4C is Impaired and Holders are entitled to vote to accept or reject the Plan.
• Class 5 – FLSO Term Loan Claims:
  • Deemed Allowed in the aggregate principal amount of $668,651,248 plus interest, fees, expenses, and other amounts arising and payable under the Reception Purchaser Credit Documents.
  • Each Holder of an Allowed FLSO Term Loan Claim will receive, in full and final satisfaction of such Claim:
    • if the Recapitalization Transaction occurs, such Holder’s pro rata share of 2.5% of the Reorganized Equity (subject to dilution by the MIP Equity), subject to the Allocation Condition; or
    • if the Sale occurs, following the FLSO Payment under the Sale Order, such Holder’s pro rata share of Net Distributable Cash, subject to payment in full in Cash of the FLFO Claims and the terms of the STG Distribution Credit Agreement.
  • Class 5 is Impaired and Holders are entitled to vote to accept or reject the Plan.
• Class 6 – FLTO Term Loan Claims:
  • Deemed Allowed in the aggregate principal amount of $100,673,003 plus interest, fees, expenses, and other amounts arising and payable under the Reception Purchaser Credit Documents.
  • Each Holder of an Allowed FLTO Term Loan Claim will receive, in full and final satisfaction of such Claim:
    • if the Recapitalization Transaction occurs, all FLTO Term Loan Claims will be cancelled, released, and extinguished and Holders will receive no distribution on account of such Claims; or
    • if the Sale occurs, such Holder’s pro rata share of Net Distributable Cash, subject to payment in full in Cash of the FLSO Term Loan Claims and the terms of the STG Distribution Credit Agreement.
  • Class 6 is Impaired and Holders are deemed to reject the Plan (no voting).
• Class 7 – Auto Liability Claims:
  • Each Holder of an Allowed Auto Liability Claim will receive, in full and final satisfaction of such Claim:
    • if the Recapitalization Transaction occurs, subject to the Second Out Condition, treatment rendering such Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code; or
    • if the Sale occurs, such Holder’s pro rata share of Net Distributable Cash, subject to payment in full in Cash of the FLTO Term Loan Claims.
  • Class 7 is Impaired and Holders are entitled to vote to accept or reject the Plan.

Releases and Exculpation

• Released Parties include, in each case solely in such capacity: each Debtor, each Post‑Effective Date Debtor, each Consenting Stakeholder, each Consenting Sponsor, each DIP Lender, the DIP Agent, each Agent, each Releasing Party, and their current and former Affiliates and Related Parties; provided that any Entity that opts out of, or successfully objects to, the Third‑Party Release will not be a Released Party.
• Releasing Parties include the Debtors, Post‑Effective Date Debtors, Consenting Stakeholders, Consenting Sponsors, DIP Lenders, the DIP Agent, each Agent, all Holders of Claims and Equity Interests, and their current and former Affiliates and Related Parties, except for Entities that opt out of or successfully object to the Third‑Party Release.
• Debtor Release: as of the Effective Date, the Debtors, their Estates, and the Post‑Effective Date Debtors release each Released Party from any and all Claims and Causes of Action (known or unknown), subject to customary carve‑outs (including for post‑Effective Date obligations, specifically retained Causes of Action, and actual fraud or willful misconduct as determined by Final Order).
• Third‑Party Release: as of the Effective Date, each Releasing Party releases each Debtor, Post‑Effective Date Debtor, and Released Party from any and all Claims and Causes of Action (known or unknown), subject to similar carve‑outs.
• Exculpated Parties are the Debtors and, with respect to the Debtors, their current and former directors, the Special Committee, managers, officers, and specified professionals serving between the Petition Date and Effective Date.
• Exculpation: no Exculpated Party will have liability for acts or omissions in connection with the Chapter 11 Cases, the Plan, the RSA, or the Restructuring Transactions, except for acts determined by Final Order to constitute actual fraud or willful misconduct, and subject to available defenses (including reliance on counsel).
• Reorganized Debtor Indemnity (Recapitalization only): a new go‑forward indemnity for the benefit of the DIP Lenders and their Affiliates and Related Parties covering the Restructuring Transactions, the 2024 Refinancing Transactions, the Non‑Participating Holder Litigation, the Adversary Proceeding, and related Claims and Causes of Action.

Professionals and Fees

• "Professional" means an Entity employed under sections 327, 363, or 1103 of the Bankruptcy Code (or compensated under section 503(b)(4)), with fees allowed under sections 327, 328, 329, 330, 331, and 363.
• The Professional Fee Amount is the aggregate of all reasonably estimated unpaid Professional Fee Claims and other professional fees and expenses, which will be funded on the Effective Date into a Professional Fee Escrow Account.
• Professional Fee Claims for pre‑Confirmation services must be filed no later than 60 days after the Effective Date and will be allowed and paid in Cash after notice, hearing, and court approval, primarily from the Professional Fee Escrow Account (or Wind Down Debtor Account, as applicable).
• Once all Allowed Professional Fee Claims are paid, any remaining funds in the Professional Fee Escrow Account will revert to the Post‑Effective Date Debtors.
• Restructuring Expenses include the reasonable, documented fees and expenses of the Ad Hoc Group Advisors, counsel to Antares Capital L.P. and its affiliates (Davis Polk & Wardwell LLP and Greenberg Traurig, LLP), the DIP Agent, and the DIP Secured Parties.

Miscellaneous

• "2024 Equity Transactions" are the May 2024 equity contributions of approximately $30,000,000 by the Consenting Sponsors to the Debtors, including related debt and equity steps.
• "2024 Refinancing Transactions" are the October and December 2024 financings through which FLFO Term Loan holders provided $136,500,000 in new money and the Consenting Sponsors contributed $50,000,000 in equity capital, including all related debt exchanges, intercompany asset transfers, and debt incurrences.
• "Adversary Proceeding" refers to Axos Financial, Inc. and Siemens Financial Services, Inc. v. Reception Purchaser, LLC, Adv. Pro. No. 26‑01032 (MEH).
• "Ad Hoc Group" is the ad hoc group of Consenting Lenders represented by the Ad Hoc Group Advisors (Gibson Dunn, Porzio, Bromberg & Newman, Evercore, Alvarez & Marsal, and any other professionals retained by the group).
• "Investigation" refers to the Special Committee’s independent investigation of potential Estate Claims and Causes of Action.
• "Retained Causes of Action" are all Claims and Causes of Action not released by the Debtors, including those listed on the Schedule of Retained Causes of Action in the Plan Supplement.
• "Restructuring Term Sheet" is Exhibit B to the RSA and summarizes key economic and structural Plan terms.