Vanderbilt Minerals - Chapter 11 Case Summary

Business Description

Headquartered in Norwalk, CT, Vanderbilt Minerals, LLC (the "Debtor"), a wholly owned subsidiary of R.T. Vanderbilt Holding Co., Inc. ("Holdings"), mines, processes and distributes industrial minerals—primarily various clays—used in pharmaceutical, agriculture, personal care, coating, adhesive, construction, industrial and household products worldwide.

• The Debtor operates mines and processing facilities across New York, North Carolina, South Carolina and Nevada, as well as additional mines in Arizona and California, employing approximately 125 full-time workers.
• The Debtor's products are incorporated into a wide variety of everyday consumer and industrial products, spanning toothpaste to automotive brake components.

The Debtor serves over 800 customers in approximately 60 countries, leveraging a global distribution network of approximately 50 distributors alongside its internal sales force. The Debtor owns over 70 unique brands across its product portfolio.

• In 2025, the Debtor generated annual revenues of $64.3 million, of which 42.3% were export sales.
• The Debtor's largest customer and largest supplier is an affiliated entity, Vanderbilt Chemicals, LLC ("VC").

The Debtor operates six distinct business lines under one legal entity: surface mining and processing of kaolin clay at its Dixie Clay Division; surface mining and processing of pyrophyllite at its Standard Minerals Division; resale of third-party dispersing agents and xanthan gum under the Debtor's proprietary brands; mining and crushing of bentonite clays at five Debtor mines and saponite/hectorite at VC's Lyles, Arizona mine through its Western Division; formulation, branding and resale of the VEEGUM® family of products, which are highly engineered mixtures of Western Division and third-party minerals and additives produced by VC; and underground mining and processing of wollastonite at its Gouverneur Minerals Division.

The Debtor outsources most administrative functions—including accounting, human resources and information technology—to an affiliated entity, Vanderbilt Global Services, LLC ("VGS"), while Holdings maintains responsibility for the Debtor's insurance policies, certain operating and capital leases critical to the Debtor's operations, and certain related expenses.

---

Corporate History

The Debtor's predecessor-in-interest, R.T. Vanderbilt Company, Inc. ("RTVC"), was founded in New York City in 1916 by Robert T. Vanderbilt. Initially, RTVC's business focused on mining clay for use in the manufacture of paper products, but by the 1920s the company had shifted to producing mineral fillers for the rubber industry.

Around that time, RTVC established Vanderbilt Research Laboratories in Norwalk, CT, where RTVC eventually moved its headquarters and remains based today. In 1920, RTVC organized its Specialties Department, which focused on research and development of new uses for clay and pyrophyllite minerals. In 1922, RTVC expanded into ceramics through contracts with pottery manufacturers engaged in the production of ceramic plumbing fixtures. From that point forward, RTVC rapidly expanded into the product lines that comprise the Debtor's and its affiliates' businesses today.

Expansion into Talc and Wollastonite

• In 1947, RTVC entered into a 99-year lease and royalty agreement with the McLear family, who owned property that included significant talc deposits in Gouverneur, NY. That summer, RTVC formed the Gouverneur Talc Company and, by October 1948, commenced production of NYTAL® talc.
  • Initially, the Gouverneur Talc Company produced five grades of tremolitic talc: NYTAL 100 and 200, primarily used in ceramics, and NYTAL 300, 400 and 500, primarily used in paint.
• In 1974, RTVC acquired certain assets (but not the liabilities) of International Talc Company, adding additional talc reserves and mining operations in Gouverneur that were integrated into the Gouverneur Talc Company.
• RTVC discontinued sales of five of the grades of talc it obtained from International Talc in 1977 and stopped selling talc altogether in 2008 in response to several factors, including increased litigation, increased costs of production and decreased product demand.
• In 1976, RTVC acquired significant deposits of newly discovered high purity wollastonite ore from property near the Gouverneur Talc Company and began mining wollastonite in 1977.

Corporate Restructuring and Formation of the Debtor

As of 2012, RTVC operated two discrete businesses. To modernize its corporate structure, RTVC engaged in a series of restructuring transactions (the "Restructuring Transactions") that separated the chemicals and mining businesses and resulted in, among other things, the creation of the Debtor.

• The Debtor is the legal successor to historic RTVC, contains RTVC's historic mining business and is a wholly owned subsidiary of Holdings, which was first incorporated in 2012 in connection with the Restructuring Transactions.
• The Debtor has no subsidiaries of its own. The Debtor's offices are separate, and across the street, from Holdings.
• The Debtor maintains its own bank accounts, books and records and management structure while outsourcing typical back-office and other functions, such as human resources, accounting and information technology to third-party affiliate VGS.
• As a result of the Restructuring Transactions, the Debtor's assets included, among other things, the Dixie Clay Division, the Gouverneur Division, the Standard Mineral Division, the Western Division, Resale Product Brands and the trade names and formulas for the VEEGUM® family of products and liabilities associated with those businesses.

Corporate Governance Enhancement and Independent Investigation

On September 15, 2025, in order to further strengthen its corporate governance, the Debtor's Board of Managers unanimously adopted resolutions appointing Ben Pickering as Independent Manager, constituting Mr. Pickering as sole member of an Independent Special Committee, and delegating specific powers, authorities and privileges to the Independent Special Committee.

• Pursuant to the Special Committee Resolutions, the Board delegated to the Independent Special Committee the authority to, on behalf of the entire Board, review and monitor the transactions and relationships between Holdings and the other affiliated entities (collectively, the "Intercompany Matters"), identify and address potential conflicts of interest in relation to the Intercompany Matters, request and review reports from management regarding the Intercompany Matters and represent and negotiate on behalf of the Debtor with respect to any resolution regarding the Intercompany Matters.
• As part of its mandate, the Independent Special Committee was authorized to perform an independent review of prior, potential and existing Intercompany Matters (the "Investigation").
• As of October 23, 2025, the Independent Manager retained Katten Muchin Rosenman LLP as his independent counsel with respect to, among other things, the Investigation.

In connection with the Investigation, the Special Committee conducted extensive factual and legal analysis to determine whether the Debtor holds any potentially valuable and viable claims or causes of action against any of its equity holders, affiliates, directors, managers or officers (collectively, the "Related Parties"). Following the conclusion of the Investigation, the Special Committee and its counsel engaged in negotiations with Debtor's non-debtor affiliates regarding a full and final resolution of any claims held by or against the Debtor on account of the Intercompany Matters.

• The parties' agreement resolving such claims is the subject of a settlement agreement between the Debtor, Holdings and certain of Holdings' subsidiaries, as more fully described in the Settlement Motion.

---

Operations Overview

The Debtor operates six unique businesses under one legal entity, each with distinct product lines, production processes and end markets. The Debtor's operations are supported by a network of mining, processing and distribution facilities across multiple states.

Dixie Clay Division

Dixie mines and processes kaolin clay, which is used as a functional filler in rubber, paint, paper and plastics and is a key ingredient in ceramics, with uses in refractories, glassware, electrical insulators and fiberglass. In fact, the difference between hard rubber and soft rubber is based on the type of clay in the formula—hard or soft.

• Dixie operates two open-pit mines, one hard clay and the other soft clay, and a processing facility and owns over 3,000 acres of land in Bath Township, SC.
• The clay is mined by a third party intermittently. Each intermittent mining process generally results in the production of a six-to-twelve-month stockpile.
• The clay is then dried and processed to remove impurities through an air-floating process. Afterward, the clay is packaged in either bags, 2,000-pound supersacks or loaded in bulk onto trucks.
• Dixie accounted for 10.8% of the Debtor's 2025 annual revenues. Dixie sells over half its products to VC who, in turn, uses the clay in products sold to the rubber and plastics industry.
• Approximately 27 of the Debtor's employees work for Dixie.

Standard Mineral Division

SMD, located on 1,500 acres in Robbins, NC, operates two pyrophyllite mines, the Glendon Mine and the Robbins Mine.

• Glendon Mine produces uniquely high-grade refractory grade pyrophyllite, much of which is used in the European automotive market.
• The Robbins Mine produces filler-grade pyrophyllite primarily used in drywall joint compounds.
• SMD clays are marketed under the trademark PYRAX®. SMD mines then stockpiles the clays, which are then crushed, blended, dry-ground and air-classified (for particle size) at a mill in Robbins.
• SMD accounted for 21.4% of the Debtor's 2025 annual revenues.
• Thirty-six of the Debtor's employees work for SMD.

Resale Products

The Debtor has a significant resale business, representing 17.9% of the Debtor's 2025 annual revenues. The Debtor purchases products from third party suppliers and resells those products under the Debtor's own brands.

• The Debtor's resale brands are DARVAN®, VANZAN® and ACTIVE-8®.
• DARVAN® is primarily used as a dispersing agent. The Debtor has approximately a dozen unique DARVAN® brands with each individual brand designed for a specific end-market or application.
• VANZAN® is a xanthan gum designed for applications such as reconstituable powders, dry powder formulations and tablet coatings. The Debtor has approximately five unique brands of VANZAN® with each brand designed for a specific end-market or application. Customers often pair VANZAN® products with the Debtor's VEEGUM® family of products in formulating products.
• ACTIVE-8® is a drier accelerator used to improve dry times in solvent-borne paints and coatings. This brand accounted for only a small portion of the Debtor's 2025 annual revenues and is likely to be discontinued in 2026. This product is produced by and purchased from VC.

Western Division

Approximately seven of the Debtor's employees work for the Western Division, mining large stockpiles of ore from the Debtor's bentonite deposits in California and Nevada. These western mines contain deposits of various forms of bentonite clay. Each bentonite deposit has unique characteristics—for example different colors or pH—making the varying deposits useful for different types of end products.

• The Western Division also makes saponite/hectorite from the Lyles Mine. This mineral is critical to the formulation of several VEEGUM® family products.
• After extraction, the minerals from the western mines are shipped to the Debtor's crushing facility in Beatty, NV, where they are crushed, packaged into 2,000-pound sacks and shipped to VC's processing facility in Murray, KY. VC processes those minerals into VEEGUM® products and sells the finished product back to the Debtor.
• The minerals mined by the Western Division are used exclusively in the production of the VEEGUM® family of products. These minerals are not sold to third parties.

VEEGUM® Family of Products

VEEGUM® family of products are integral to the Debtor's business, representing 30.3% of the Debtor's 2025 annual revenues. The Debtor exports approximately two-thirds of its VEEGUM® products. Nearly all the Debtor's projected growth, through new product introductions, expansion of sales resources and other process improvement is attributable to the VEEGUM® family of products.

• VC produces the VEEGUM® family of products using those minerals at an approximately 50,000-square-foot, single-purpose, highly automated advanced manufacturing facility within VC's vast chemical plant campus in Murray, KY. Afterward, VC sells the finished VEEGUM® products exclusively to the Debtor, who resells those products.
• VEEGUM® product formulas combine unique blends of minerals and other additives. VEEGUM® is comprised of three unique product families: VEEGUM®, VANNATURAL® and VAN GEL®.
• The VEEGUM®-branded products are shipped to a third-party supplier for irradiation (to remove microbes) to conform with industry or customer standards—in particular pharmaceutical, cosmetic and personal care. VEEGUM® consists of approximately a dozen variants.
  • For example, VEEGUM® D is used in dental applications to ensure toothpastes stand up on toothbrushes, release flavors and rinse well.
  • For another example, VEEGUM® K is well suited for acidic pH pharmaceutical suspensions and lotions and creams.
• The VAN GEL® product family is designed more for industrial use because it is not irradiated. For example, VAN GEL® B is used in household and institutional alkaline cleaners, polishes and caustic cleaners.
• VANNATURAL® is bentonite clay and is used as a pure and natural suspension stabilizer, emulsion optimizer and rheology modifier that allows suspension concentrates to be formulated for high stability, low viscosity and good fluidity for ecological and organic skincare products and cosmetics.

Gouverneur Minerals Division

The Debtor is one of only two continuous domestic miners of wollastonite in the United States. Today, GMD owns more than 2,300 acres of land in Gouverneur, NY, where it currently operates an underground wollastonite mine and a milling operation.

• The wollastonite is mined, dried and processed into two different types of products carrying the VANSIL® brand. The first type is an acicular wollastonite, which is defined by a high aspect ratio "needle"-like appearance, while the second type is a wollastonite powder produced to varying sizes.
• The acicular product is produced at the highly specialized Netzsch Mill, which produces needle-like dimensions, beneficial in certain coating applications. The Netzsch Mill is critical to the GMD operation and is owned by a non-debtor affiliate company, Advanced Milling Technology ("AMT"). The Debtor currently leases this equipment from AMT pursuant to the AMT Equipment Lease Agreement.
• Wollastonite is used in ceramic products like wall tiles, dinnerware and bathroom fixtures; in paints and industrial coatings; as a filler and reinforcing agent in plastics; and as a plant health additive in horticulture.
• Sales of VANSIL® products comprised approximately 17.3% of the Debtor's 2025 annual revenues, of which approximately 11% is sold to VC.
• Approximately 40 of the Debtor's employees work at GMD.

Intercompany Agreements

In connection with the Restructuring Transactions, the Debtor entered into a series of intercompany services agreements with certain of its affiliates, two of which were amended or amended and restated in July 2025, two of which were amended or amended and restated in December 2025 and three of which were terminated in January 2026. Subsequently, in January 2026, the Debtor entered into two additional intercompany services agreements with non-debtor VC and one with non-debtor AMT. There are six intercompany services agreements still in effect (collectively, and as modified, amended or amended and restated, the "Intercompany Agreements"):

• A&R Management Services Agreement: On January 1, 2013, the Debtor entered into that certain Management Services Agreement with Holdings, which was subsequently amended and restated on July 9, 2025 and further amended on December 23, 2025. Under the A&R Management Services Agreement, Holdings provides "management, consulting and advisory services, including in connection with the ordinary course of business" to the Debtor.
  • The Debtor pays Holdings $350,000 annually in fees, which the Debtor may set off against amounts owing by Holdings to the Debtor.
  • Pursuant to the A&R Management Services Agreement, the Debtor also reimburses Holdings for the Debtor's "allocable portion" of Holdings' total expenses, plus Holdings' out-of-pocket expenses incurred in connection with the A&R Management Services Agreement, including, for example, capital lease and insurance obligations incurred on behalf of the Debtor.
• A&R VGS Services Agreement: On January 1, 2013, the Debtor entered into that certain Intercompany Services Agreement with VGS, which was subsequently amended on July 9, 2025 and amended and restated on December 23, 2025. Pursuant to the A&R VGS Services Agreement, VGS provides services to the Debtor including accounting, finance, treasury, tax, human resources, information technology, customer service, purchasing, and product quality and product risk services.
  • The cost for these services is agreed by the parties in advance of each calendar year.
• VC Services Agreement: On January 1, 2013, the Debtor entered into that certain Intercompany Services Agreement with VC. Pursuant to the VC Services Agreement, VC provides services to the Debtor including purchasing and supply chain support, regional sales support, international consumer support and legal support. In turn, the Debtor provides research and development services to VC.
  • The cost for these services is agreed by the parties in advance of each calendar year, and VC bills the Debtor quarterly for the costs incurred during the preceding quarter.
  • On January 19, 2026, the Debtor delivered a notice to VC terminating the VC Services Agreement in light of the parties' entry into the VC Supply Agreement and the VC Reverse Supply Agreement. The VC Services Agreement will terminate without further action of the parties on February 18, 2026.
• VC Reverse Supply Agreement: On January 16, 2026, the Debtor entered into that certain Supply Agreement with VC. Pursuant to the VC Reverse Supply Agreement, VC purchases raw materials from the Debtor that it processes and uses to manufacture VEEGUM® products at cost. Those VEEGUM® products are then sold to the Debtor pursuant to the VC Supply Agreement.
  • The VC Reverse Supply Agreement also governs the sales, marketing and distribution of the Debtor's kaolin clay and VANSIL® products, done by VC for primarily the rubber and plastics markets that are served by VC, not the Debtor.
  • VC is the Debtor's largest single customer, accounting for 8.7% of 2025 annual revenues, purchasing primarily VANSIL® and Dixie products.
• VC Supply Agreement: On January 16, 2026, the Debtor entered into that certain Supply Agreement with VC. Pursuant to the VC Supply Agreement, the Debtor purchases VEEGUM® products from VC after VC purchases certain raw materials from the Debtor under the VC Reverse Supply Agreement, which products the Debtor then resells to third parties.
  • Pursuant to the VC Supply Agreement, the Debtor also purchases certain products for resale but this portion of the business has become immaterial to the Debtor's operations.
  • VC has agreed to produce VEEGUM® products exclusively for the Debtor, and may only supply such products to a third party with the Debtor's written consent.
  • Purchases of VEEGUM® family products from VC exceeded $15.0 million in 2025.
• AMT Equipment Lease Agreement: On January 16, 2026, the Debtor entered into that certain Equipment Lease Agreement with AMT. Pursuant to the AMT Equipment Lease Agreement, AMT leases certain mining machinery and ancillary equipment to the Debtor at GMD.

In addition to the Intercompany Agreements, the Debtor and Holdings are party to that certain Intercompany Promissory Note, originally dated as of January 1, 2013 and amended and restated on July 9, 2025 and January 9, 2026 (as amended and restated, the "Holdings Promissory Note").

• Pursuant to the Holdings Promissory Note, which matures on January 1, 2037, the principal amount owed by Holdings to the Debtor is approximately $27.9 million as of the Petition Date, with interest accruing at 4% per annum and amortized at approximately $3.0 million per year.
• Payments of both principal and interest are due quarterly, with Holdings and the Debtor each maintaining the express right to set off any amounts owed under the Holdings Promissory Note against amounts owed to Holdings by the Debtor under the A&R Management Services Agreement or any other agreement between the Debtor and Holdings.

---

Prepetition Obligations

The Debtor does not have any secured funded debt.

Trade Debt

• As of the Petition Date, the Debtor had approximately $1 million in trade debt outstanding.

Accrued Talc-Related Liabilities

• As of the Petition Date, the Debtor had accrued approximately $117.2 million in talc-related indemnity and defense costs.

Capital Lease Obligations

• The Debtor is not a direct obligor on account of any capital lease obligations.
• Holdings, however, is party to a capital lease agreement that covers certain equipment used in the operation of the Debtor's mines and facilities, as well as equipment utilized by the Debtor's non-debtor affiliates.
• The Debtor and Holdings are party to a sublease agreement for the equipment utilized by the Debtor, which sublease was subsequently assigned to the equipment lessor as collateral for the prime lease, allowing the Debtor to perform under the lease.

Equity Ownership

• The Debtor is a wholly owned subsidiary of Holdings. The Debtor has no subsidiaries.

---

Events Leading to Bankruptcy

Historical Talc Production and Regulatory Developments

RTVC began producing industrial talc in 1948. In 1974, RTVC additionally acquired certain assets (but not the liabilities) of International Talc Company. RTVC sold talc primarily to the ceramic industry for tile and whitewares in addition to selling talc to paint companies. RTVC discontinued sales of five of the grades of talc it obtained from International Talc in 1977 and stopped selling talc altogether in 2008 in response to several factors, including increased litigation, increased costs of production and decreased product demand.

• Talc produced by RTVC was a blend of minerals, including non-asbestiform tremolite, non-asbestiform anthophyllite, talc, lizardite/antigorite and quartz.

In 1972, the federal Occupational Safety and Health Administration ("OSHA") created confusion with respect to talc when it adopted a regulation that identified six minerals, including tremolite and anthophyllite, as falling within the definition of asbestos, without recognizing the distinction between the two "growth habits" of these minerals—asbestiform and non-asbestiform.

• To rectify this error, RTVC approached the government and, in 1974, OSHA confirmed that the 1972 standard regulated only the asbestiform varieties of tremolite and anthophyllite. Nevertheless, the lack of clarity continued after the original OSHA asbestos standard was passed and, prior to 1985, some of RTVC's customers were cited by OSHA for violating the standard.
• OSHA recognized the two growth habits for tremolite and anthophyllite when it updated its standard in 1986; nevertheless, OSHA purported to regulate both forms under the new standard.
• RTVC later sought and won relief from the new 1986 standard and, in 1990, the United States Secretary of Labor issued a retroactive stay of the 1986 OSHA standard as it related to non-asbestiform tremolite and anthophyllite.
• Ultimately, RTVC's lawsuit against OSHA led to a hearing and a final ruling by OSHA in June 1992 that excluded non-asbestiform tremolite and anthophyllite from the standard.
• Since promulgation of its July 1992 standard, OHSA's position has remained that the type of non-asbestiform tremolite and non-asbestiform anthophyllite found in the industrial talc produced by RTVC is not regulated as asbestos.

RTVC's regulatory efforts were pursued at considerable expense to RTVC in the belief that, by demonstrating its industrial talc products did not contain asbestos-related disease, RTVC could protect itself from unfounded claims of asbestos-related injuries.

• In addition, RTVC's talc mines were regulated by the federal Mine Safety and Health Administration ("MSHA"), not OSHA. MSHA routinely conducted air and product sampling in RTVC's talc mines and, since 1985, reported finding no detectable asbestos in the air or in talc coming out of the Gouverneur mine.

Escalation of Talc-Related Litigation

Starting in the 1980s, RTVC was named as a defendant in asbestos exposure litigation relating to talc production—generally, such complaints would name numerous defendants, including RTVC. RTVC's expectation was that, after OSHA clarified the asbestos standard in 1992, there would be little or no further litigation talc-related asbestos litigation. Indeed, RTVC's expectations were, initially, realized as the number of cases (which previously had not been substantial) decreased for several years after OSHA changed its regulation in 1992. To the extent that RTVC was named in lawsuits filed in the 1980s and into the 1990s, such lawsuits were dismissed or settled for relatively small sums. Starting in the mid-2000s, however, both the number of claims and the settlement amounts began to materially increase.

• Generally, RTVC had been successful in defending against talc-related asbestos claims. Two cases, in 2006 and 2007, resulted in adverse verdicts. In 2010 and 2012, RTVC received defense verdicts on two cases that went to trial and had another plaintiffs verdict overturned on appeal in 2012.
• After the Restructuring Transactions, the Debtor was RTVC's successor and, thus, became responsible for defending lawsuits asserting claims based on RTVC's talc production.

Despite the fact that RTVC was never prevented by any regulatory body from mining or selling its industrial talc after 1992, and despite generally favorable outcomes in the litigation, plaintiffs continuously pursued claims based on RTVC's talc production in asbestos-related talc litigation. In fact, the number of cases pending against RTVC (and, now, the Debtor)—after fluctuating for years—began to increase considerably in 2019 and has grown significantly since then.

• The Debtor finished 2019 with 307 cases pending against it, and as of the Petition Date there are more than 1,400 cases pending.
• As of the Petition Date, the Debtor and RTVC had settled more than 1,250 cases, while more than 4,500 cases have been dismissed.
• As the caseload against the Debtor has mounted, so, too, have defense and indemnity costs. In 2025, the Debtor incurred approximately $8.0 million in defense and indemnity costs, up from $6.6 million in 2024 and $7.5 million in 2023.

Prohibitive Jury Verdicts and Financial Strain

Beginning in the 2020s, juries began awarding prohibitive verdicts in talc cases.

• In 2023, a jury returned a $20 million verdict against the Debtor and a co-defendant and in favor of the plaintiff, with the jury apportioning 50% of that verdict to the Debtor. The case was settled while the trial judge was considering whether to award punitive damages.
• In 2024, a jury returned a $15 million verdict against the Debtor, with punitive damages later awarded by the trial judge in the amount of $7.5 million. The Debtor posted bond of approximately $3.8 million in that matter in order to proceed with an appeal, which remains pending as of the Petition Date, and the posting of that bond had a significant negative impact on the Debtor's financial strength.
• Two additional adverse verdicts were returned against the Debtor in 2025, including one in August 2025 that resulted in a $12.25 million judgment being entered against the Debtor, further straining liquidity.

Insurance Coverage and Liquidity Pressures

From 1956 to 1986, RTVC purchased hundreds of millions of dollars of product liability insurance. Some of this coverage was "claims made" coverage, which was exhausted. The rest was "occurrence-based" coverage.

• RTVC sold talc during the entire period that the insurers sold their policies to RTVC. These policies were issued on an occurrence basis, did not contain asbestos exclusions and obligated the carriers to cover the types of losses claimed in the talc actions.
• Various insurers who sold policies to RTVC during that time have paid defense costs and indemnity since the first actions were filed against RTVC (and, now, the Debtor), up to and including the present day. As some of those insurance policies exhausted, other insurers have provided coverage under excess policies.
• A significant amount of insurance coverage remains available for present and future claims, which covers both the Debtor and non-debtor Holdings.

Notwithstanding available insurance coverage, the Debtor has suffered negative financial impacts from the cases culminating in adverse verdicts, resulting both from defense costs incurred in connection with the trials and the obligations to pay the judgments (some which of which are stayed), and from increased defense costs associated with the growing case count. These negative financial impacts necessitated the filing of this Chapter 11 Case.

• Although the Debtor believes it should ultimately prevail in all pending litigation, defense, settlement and indemnity costs continue to decimate liquidity. In addition, litigation is inherently uncertain, and there remains risk that the Debtor may face additional liability arising from one or more pending actions.

Prepetition Marketing Efforts and Chapter 11 Filing

In August 2025, the Debtor retained Greenhill & Co. Inc. ("Greenhill") as its investment banker to commence a marketing process to solicit interest in providing financing to the Debtor and a transaction to sell all or the majority of the Debtor's assets.

• Greenhill focused on a marketing process geared toward identifying and negotiating with potential lenders and/or stalking horse bidders and soliciting potential bidders for either an in-court or out-of-court sale process.
• Quickly, however, it became apparent that the Debtor was unlikely to succeed in financing its business or monetizing the majority of its assets through an out-of-court process.

Facing mounting talc-related liabilities and limited out-of-court restructuring options, the Debtor filed for Chapter 11 protection on February 16, 2026, in the U.S. Bankruptcy Court for the Northern District of New York.

• The Debtor's sale efforts have continued up until the Petition Date and will continue during the pendency of this Chapter 11 Case.