Vanderbilt Minerals - Chapter 11 Plan Terms

Plan Terms

Overview

• Vanderbilt Minerals, LLC, now known as Syracuse Minerals, LLC, and the official committee of unsecured creditors jointly filed a Chapter 11 plan of liquidation on Oct. 20, 2026. The plan moves all of the debtor's remaining assets, including its insurance rights and retained causes of action, into a liquidation trust for the benefit of general unsecured, convenience and talc claimants.
• Cash on hand at the effective date funds the following, in order:
  • professional fee and priority reserves
  • an $80,000 convenience claim fund
  • a $1 million general unsecured claim fund
  • a trust operating reserve that must hold at least $11 million
• Talc claimants recover from a separate fund fed by insurance and litigation recoveries after the effective date. Two pools are reserved for general unsecured creditors: insurance reimbursements of the debtor's prepetition talc defense costs under its London market policies, and proceeds of non-talc litigation.
• The company filed Chapter 11 on Feb. 16, 2026, in the Northern District of New York, and the U.S. Trustee appointed the committee on March 3, 2026. During the case, the bankruptcy court entered two orders:
  • an order (Docket No. 493) approving a Feb. 15, 2026, settlement and release agreement among the debtor, R.T. Vanderbilt Holding Company, Inc. and certain of its subsidiaries: Vanderbilt Global Services, Vanderbilt Chemicals, Advanced Milling Technologies and Vanderbilt Worldwide
  • a sale order (Docket No. 576) approving the sale of substantially all of the debtor's assets to VM Buyer LLC under a May 10, 2026, asset purchase agreement
• Both orders remain on appeal. Although the committee co-proposes the plan, it keeps standing after the effective date to prosecute both appeals. Ben Pickering, the debtor's independent manager and sole member of its independent special committee, represents the debtor in them. The plan funds dedicated appeal reserves and bars dissolution of the liquidating debtor until the settlement appeal resolution defined in the waiver at Docket No. 544-1 is obtained and the sale order appeal is resolved by final order or withdrawn with prejudice.
• The debtor has moved (Docket No. 1049) for approval of the disclosure statement, solicitation and voting procedures, and the scheduling of a confirmation hearing.
• Talc claims cover bodily injury, wrongful death, medical monitoring and similar claims tied to exposure to talc or talc-containing products. This includes products mined, processed, milled, manufactured, sold or distributed by the debtor or by any entity, including predecessors, for whose conduct the debtor is alleged to be liable; materials at premises of such entities; and talc alleged to contain asbestos. The category also covers indirect contribution, indemnity and subrogation claims by insurers, co-defendants and predecessors, but excludes employee claims for workers' compensation benefits. The trust assumes all talc claims on the effective date and resolves them under trust distribution procedures attached as Exhibit A, without further bankruptcy court approval.
• Because the plan is a liquidating plan, confirmation does not give the debtor a discharge.

Funding Waterfall

• Cash held on the effective date is allocated in the following order:
  • first, the professional fee reserve, in the amount of estimated unpaid professional fees, and the priority reserve, sized by the debtor, for administrative, secured and priority claims
  • second, $80,000 to the convenience claim fund
  • third, $1 million to the GUC fund for general unsecured claims
  • fourth, all remaining cash to the trust's operating reserve, which must hold at least $11 million as a condition to effectiveness
• Cash the trust receives after the effective date is allocated in the following order:
  • first, the priority reserve, as needed in the trustee's sole discretion
  • second, the operating reserve, as needed in the trustee's sole discretion for estimated trust expenses
  • third, the talc fund, which pays allowed talc claims
  This cash includes insurance proceeds, litigation recoveries, reserve surpluses and leftover fund balances.
• Two recovery streams bypass that waterfall and go to the GUC fund:
  • insurance proceeds from the London policies that reimburse the debtor's prepetition talc defense costs
  • proceeds of GUC causes of action, meaning any retained cause of action that is not a talc cause of action
  Any of that cash left after all general unsecured claims are resolved and paid flows to the priority reserve, the operating reserve and the talc fund.
• Every six months the trustee tests the priority and operating reserves for surplus, and any surplus re-enters the waterfall. So do three other balances: the convenience fund once its distributions are complete, the professional fee reserve once all fees are paid, and the priority reserve once it is dissolved. When the trust terminates, cash left in the operating reserve goes to the talc fund and is paid out to holders of allowed talc claims.

Treatment of Claims and Interests

• Class 1, other priority claims (unimpaired, presumed to accept): paid in full in cash from the priority reserve on or soon after the effective date.
• Class 2, secured claims (unimpaired, presumed to accept): holders receive one of three treatments on the later of the effective date and 30 days after allowance: payment in full in cash from the priority reserve, return of their collateral, or other treatment that leaves them unimpaired. Claims secured by different collateral, or by different interests in the same collateral, are treated as separate subclasses.
• Class 3, general unsecured claims (impaired, entitled to vote): each holder receives its pro rata share of the GUC fund, with pro rata shares measured against both allowed and disputed general unsecured claims. Distributions are made on the later of two dates:
  • 30 days after the GUC litigation completion date, which is the earlier of final resolution of all GUC causes of action and the trustee's good-faith decision to stop pursuing them
  • 30 days after the claim is allowed
• Class 4, general convenience claims (impaired, entitled to vote): holders of general unsecured claims may elect on their ballots, irrevocably, to be treated as convenience claims, which reduces any claim above $5,000 to $5,000. Electing holders receive cash equal to 90% to 100% of their allowed claim from the convenience fund on or soon after the effective date. Claims under objection at the effective date are paid 30 days after allowance.
• Class 5, talc claims (impaired, entitled to vote): the trust permanently assumes liability for all talc claims on the effective date.
  • Holders receive their share of the talc fund under the trust distribution procedures, and that fund is their sole source of recovery, with no further recourse to the trust, the debtor or the estate.
  • For voting, each talc claim is fixed at the amount designated in the disclosure statement order, which does not govern allowance or distribution. On the effective date, all talc claims are struck from the claims register and are addressed outside the bankruptcy claims process.
  • The trustee's decisions on eligibility, amount and allowance are final and binding between talc claimants and the trust, and are not subject to court review except as the plan and the procedures provide; they do not determine whether any insurer must cover or pay an allowed talc claim.
  • Indirect talc claims remain subject to the June 29, 2026, bar date order (Docket No. 773).
• Class 6, interests (impaired, deemed to reject): all interests are cancelled and receive no recovery. A new membership interest, representing 100% of the debtor's equity, is issued to the trust solely to facilitate the wind-down and dissolution.
• A class with no allowed claims at the start of the confirmation hearing is treated as vacant and eliminated. A voting class in which no one votes is presumed to accept. If a class rejects, the debtor may seek cramdown under section 1129(b) or modify the plan.

Unclassified Claims

• Allowed administrative claims are paid in cash from the priority reserve within 30 days after the later of the effective date and allowance. A timely request becomes allowed if the trustee does not object within 180 days after the effective date. The independent manager's reasonable, documented unpaid fees under his director agreement are deemed allowed administrative claims on the effective date.
• Allowed priority tax claims are paid in cash from the priority reserve on or soon after the effective date.
• The professional fee reserve works as follows:
  • It is funded on the effective date at the professionals' estimated unpaid fees and is held in trust solely for professionals of the debtor, the independent manager and the committee.
  • It is not estate or trust property.
  • Any shortfall becomes an allowed administrative claim that is not subject to the administrative claims bar date, and any excess re-enters the post-effective date waterfall once all fees are paid.
  • Professionals may bill post-effective date fee-application work, and the committee's permitted post-effective date work, through final fee applications or through invoices to the trustee. Undisputed invoices are paid in the ordinary course.
  • The independent manager keeps authority after the effective date over fee requests by professionals acting at his direction.
  • Jones Day LLP and Vinson & Elkins LLP are not treated as professionals under the plan.

Key Deadlines

• The plan supplement is due no later than 14 days before the voting deadline unless the court orders otherwise. It will carry the trustee's identity, the trust agreement and, to the extent not already filed, the trust distribution procedures, the trust advisory committee members, the liquidating debtor's officers and managers, the schedules of retained causes of action and of assumed contracts, the list of settling insurers, the liquidation analysis, the locations of certain data transfer documents and any amended organizational documents.
• The following are due 30 days after the effective date:
  • administrative claim requests, other than professional, independent manager and statutory fees
  • final fee applications
  • rejection damages claims, measured from the later of the effective date and the date the rejection takes effect
  Professionals must give fee estimates to the debtor no later than 10 days before the effective date.
• The trustee may object to other claims within 180 days after the later of the effective date and the date a claim is filed or amended, or by a later date the court sets. Objections to talc claims proceed solely under the trust distribution procedures.

Global Settlement and Sale Order Appeals

• The plan and the confirmation order do not affect the pending appeals of the global settlement order (Docket No. 493) or of the sale order (Docket No. 576). Nothing in the plan, the confirmation order or the occurrence of the effective date affects any party's standing or arguments in either appeal.
• The global settlement appeal is handled as follows:
  • Pickering and Katten Muchin Rosenman LLP must take all actions required to obtain the settlement appeal resolution defined in the waiver of a condition precedent to the settlement agreement's effectiveness (Docket No. 544-1). Katten represents the debtor at the sole direction of the independent manager.
  • A $500,000 settlement appeal reserve is established on the effective date solely for Pickering's and Katten's fees. The non-debtor affiliates contribute $250,000 of that amount.
  • The reserve does not cap those fees, but the trust is not responsible for any fees above $250,000. Pickering and Katten must keep honoring their obligations under the waiver even if their fees exceed the reserve, and any unused funds go to the trust.
  • The debtor and Pickering will take no position on whether the appeal is moot or whether confirmation affects the appellants' rights; their silence does not limit any other appellee's ability to argue mootness on any grounds, and no appellate party may argue that their silence bears on mootness.
  • Apart from the debtor's appeal obligations, the plan does not alter the global settlement or the waiver, and it reserves all rights related to any breach of either.
• The sale order appeal is handled as follows:
  • The committee continues to prosecute the appeal, and Pickering will defend it as the debtor's representative.
  • The trust funds a $250,000 sale appeal reserve for Pickering's and Katten's fees, and separately pays up to $250,000 of the committee's fees for prosecuting the appeal.
  • Both amounts may be used only for fees incurred after a stay of the sale order appeal is lifted, and neither can be changed without a court order. Unused reserve funds go to the trust.
  • The debtor and Pickering will take no position on whether confirmation affects the appeal; their silence does not limit any other party's position, and no appellate party may argue that it bears on the question.
• In his role as debtor representative, Pickering owes no fiduciary duties to the debtor, the estate or the trust after the effective date. He is not personally liable as long as he acts in line with the plan and the trust agreement, and the plan's appeal provisions control over the trust agreement.
• Several provisions depend on the appeals' outcome:
  • The liquidating debtor cannot dissolve until a settlement appeal resolution is obtained and the sale order appeal is resolved by final order or withdrawn with prejudice.
  • If the global settlement order is overturned or vacated, any causes of action restored to the estate become trust assets and retained causes of action. The plan releases are unaffected.
  • The committee's post-effective date appeal fees are paid from the operating reserve, and its other post-effective date fees from the priority reserve.
  • Committee counsel in either appeal has no access to the debtor's communications and sits behind an ethics wall satisfactory to the debtor.

Releases, Exculpation and Injunctions

• Releases: on the effective date, the debtor, the liquidating debtor, the estate, any estate representative and successors, including the trust, release the released parties from all claims, including Chapter 5 causes of action. The release covers claims relating to the debtor and its business, the case, the sale and the asset purchase agreement, the global settlement and the waiver, the trust formation transactions, the plan and the disclosure statement. It carves out acts determined by final order to be gross negligence, willful misconduct or fraud, and the trust keeps those claims.
• The released parties are the following, each solely in the stated capacity:
  • Ben Pickering, as independent manager and sole member of the independent special committee
  • BRP Advisory LLC, as party to an Oct. 9, 2025, engagement letter
  • Dean Vomero, as chief restructuring officer
  • Applied Business Strategy LLC, in its engagement by the debtor
  • managers Amarilys Franky, James Knowlden and Jeffrey Brohel (Knowlden and Brohel also as officers)
  • Latham & Watkins LLP and Bond, Schoeneck & King, PLLC, as debtor counsel
  • Katten Muchin Rosenman LLP, as debtor counsel at the sole direction of the independent manager
  • Greenhill & Co., LLC, as investment banker
  • Brown Rudnick LLP, Caplin & Drysdale, Chartered, and Cohen Ziffer Frenchman & McKenna LLP, as committee counsel
  • Province, LLC, as committee financial advisor
  • Kurtzman Carson Consultants, LLC d/b/a Verita Global, as claims, noticing and solicitation agent
  • all ordinary course professionals as of Sept. 15, 2026
• No non-debtor affiliate is a released party, and Jones Day LLP and Vinson & Elkins LLP are excluded for all purposes. The plan neither re-releases nor expands the releases granted under the global settlement. It leaves the liability of non-released parties intact.
• Exculpation covers acts from the petition date through the effective date, including acts relating to the sale, the global settlement and the waiver, with the same carve-out for gross negligence, willful misconduct and fraud. It protects:
  • the debtor
  • board members serving on or after the petition date, including the independent manager
  • officers serving after the petition date
  • the committee and its members
  • court-retained professionals of the debtor, the independent manager and the committee, and ordinary course professionals retained by the debtor or the independent manager under a court order
• The plan injunction bars actions against the debtor, the liquidating debtor, the estate, the trust and the trustee on claims the plan treats, releases or exculpates. A related injunction bars pursuing released or exculpated claims against the released and exculpated parties.

Conditions to Effectiveness

• The effective date requires each of the following. The debtor may waive any of them in writing with the committee's consent, without a court order.
  • The confirmation order is entered and has not been stayed, modified or vacated on appeal.
  • Any investigation by the independent special committee is completed or otherwise resolved to the independent manager's satisfaction.
  • The trust formation conditions are satisfied and the trust agreement is effective.
  • The professional fee and priority reserves are fully funded, the convenience fund holds $80,000, the GUC fund holds $1 million and the operating reserve holds at least $11 million.
  • All required governmental approvals are obtained, all implementing documents are executed, and all court-approved professional fees are paid or reserved.
  • The court authorizes the insurance rights transfer notwithstanding anti-assignment provisions and determines that the trust is a proper defendant for claims against the debtor.
  • The confirmation order makes several findings:
    • Allowed talc claim amounts are enforceable against the trust as between claimants and the trust; payments under the procedures do not equal allowed amounts, and no finding is made on insurer coverage.
    • The insurance entity injunction is set out conspicuously.
    • The injunctions are essential and appropriately tailored.
    • The insurance rights transfer is authorized, and insurers may not raise anti-assignment or Bankruptcy Code-noncompliance defenses, though the transferred rights remain subject to the policies' other coverage defenses.
    • The trust's rights under policies issued by non-settling insurers, including the effect of any unmet policy conditions, will be determined in later litigation under the policies and applicable law.
    • Proceeds of any insurance policy sale go to the trust free and clear, and policies sold to settling insurers are sold free and clear.
    • The plan is binding on all parties in interest.
  • The data transfer is completed.

Liquidation Trust

• The trust is established on the effective date when the trust agreement is signed. It holds the professional fee reserve, the priority reserve, the convenience fund, the GUC fund, the talc fund and the operating reserve. Its role is to liquidate the trust assets, pursue insurance proceeds and retained causes of action, and administer claims, with no objective to carry on a business.
• Trust assets are all of the debtor's assets as of the effective date, excluding anything transferred or required to be transferred to the buyer. They vest in the trust free and clear, except that the insurance rights remain subject to the policy terms.
• The liquidating trustee will be named in the plan supplement and approved in the confirmation order.
  • On the effective date, all existing officers and managers are removed and the trustee becomes the debtor's sole officer or manager.
  • The trustee may retain professionals, including professionals already involved in the case, without court approval, paid from the operating reserve.
  • The trustee is indemnified from the operating reserve except for gross negligence, willful misconduct or fraud.
  • The trustee takes over the debtor's tax affairs, steps into any transition services agreement with the buyer, and winds down any remaining retirement benefit plans.
• A trust advisory committee, whose members will be named in the plan supplement, supervises the trust under the trust documents. It may request reports on claims reconciliation and on balances in each reserve and fund.
• The trust may not run past five years from its establishment unless the court approves a fixed-period extension on a motion made within the six months before the fifth anniversary. Extensions are capped at three years in total unless the trustee obtains a favorable IRS private letter ruling or a satisfactory opinion of counsel.
• Unless the court authorizes earlier dissolution, the trust cannot terminate until all of the following have occurred:
  • GUC and convenience distributions are complete
  • all talc claims submitted with the required filing fee within one year after the trust makes proof-of-claim forms available have been reviewed
  • all assets have been liquidated and all distributions made
• For tax purposes, the trust is structured as a grantor liquidating trust and the talc fund as a qualified settlement fund. The trustee may elect disputed ownership fund treatment for the GUC and convenience funds. Insurance payments to the talc and GUC funds are intended to be excluded from the funds' gross income. The debtor and R.T. Vanderbilt Holding Co. may not deduct the insurance rights transfer or insurance payments unless those payments must be included in the funds' income.
• Rights to trust distributions cannot be transferred, carry no certificates and confer no voting rights.
• The trustee may seek bankruptcy court approval of insurance and litigation settlements under section 363(b), (f) and (m), together with supporting injunctive relief. Any insurance settlement after the effective date requires court approval.

Insurance Rights Transfer and Insurance Entity Injunction

• On the effective date, the debtor's insurance rights transfer irrevocably to the trust free and clear. These rights include proceeds, coverage and bad-faith claims under its policies and coverage-in-place agreements. Policy limits may already have been reduced by insurer payments made before and after the petition. The transferred rights remain subject to the policy terms and to insurers' coverage defenses, except anti-assignment and plan-noncompliance defenses once the confirmation order makes the required findings.
• The coverage-in-place agreements include a confidential agreement dated Dec. 26, 2022, with the following insurers:
  • Travelers Casualty and Surety and St. Paul Fire and Marine
  • TIG
  • Everest Reinsurance
  • Century Indemnity
  • Hartford Accident and Indemnity, First State and Twin City Fire
  • Westport
  • Coaction Specialty, on behalf of Employers Mutual Casualty
  • Arrowood
  • Fireman's Fund and The American Insurance Company
  • Munich Reinsurance America
  • Old Republic
  • AIU
  • Granite State
  • Continental Casualty and Columbia Casualty
  • certain London market insurers and underwriters
  Policies and coverage-in-place agreements entered into before the petition are treated as non-executory and are neither assumed nor rejected.
• The trust pays premiums, deductibles, self-insured retentions and retrospective premiums to the extent policies and applicable law require. If a non-settling insurer pays a self-insured retention, it is reimbursed only by set-off against the trust's coverage claim.
• The insurance entity injunction bars all persons from suing insurers, enforcing judgments against them, placing liens on them, or asserting setoff, subrogation or contribution against them on account of any insurance policy.
  • It is issued to protect the trust's insurance rights for talc claimants, not for insurers' benefit, and insurers are not third-party beneficiaries except as a coverage-in-place or settlement agreement provides.
  • It does not extinguish talc claims and does not restrict the trust's actions against non-settling insurers.
  • The trust may end or narrow the injunction as to any non-settling insurer on written notice.
  • No settling insurers had been identified as of the plan's filing.
• The injunction preserves insurers' contribution and reinsurance claims against one another, and their subrogation rights against parties other than released parties and the trust. If a non-settling insurer wins a contribution judgment against a settling insurer, the trust reduces its own claim against that non-settling insurer accordingly. If the trust holds no such claim, it pays the amount under the trust distribution procedures.
• A non-settling insurer that pays the trust on a talc claim is subrogated to the trust's claims against persons other than settling insurers, released parties and the trust. The plan makes no finding that any policy provides coverage or that any non-settling insurer must pay amounts set under the trust distribution procedures, and it does not require any insurer to pay a pre-effective date liability of a person not insured under the policy before the effective date.

Retained Causes of Action

• All estate causes of action vest in the trust, whether or not they appear on the schedule of retained causes of action. The exceptions are claims released under the plan and claims transferred to the buyer. The retained claims also include any claims restored if the global settlement order is overturned. Before the effective date, the debtor needs the committee's written consent to pursue them; afterward the trust has sole discretion. Confirmation does not trigger res judicata, estoppel or any other preclusion against them.
• Talc causes of action consist of:
  • defenses to talc claims
  • setoff, contribution, indemnity, subrogation and claim-reduction rights relating to talc claims
  • reimbursement claims relating to talc payments made before the petition
  • the right to enforce the global settlement
  All other retained claims are GUC causes of action, and their proceeds go to the GUC fund.
• The bankruptcy court does not retain jurisdiction over retained causes of action other than avoidance actions and claims related to filed claims.

Data Transfer and Privilege

• The data transfer to the trust must be completed by the effective date. It covers:
  • all documents produced to the committee
  • hard-copy documents not sold to the buyer that were located, as of Sept. 1, 2026, at the debtor's leased Baltimore office and at its Norwalk, Conn., location
  • electronic files and privileged information not sold to the buyer that relate to insurance, coverage-in-place agreements, talc claims and retained causes of action
  Files of the released debtor-related parties are excluded unless they are debtor files held on Vanderbilt Global Services' servers. No privilege review or redaction will be performed.
• On the effective date, the privileges of the debtor, its board and the independent special committee vest in the trust, and the confirmation order will provide that the transfer waives no privilege.
  • The trust may not waive privilege over case-related communications with Latham & Watkins, Katten or Bond, Schoeneck & King without the relevant firm's written consent, and each firm may seek court relief for a breach.
  • Privileges do not extend to the trust advisory committee or to anyone representing talc claimants.
  • Privileged material from the transfer may not be shared with the committee or its advisors.
• The trust is authorized to take Rule 2004 discovery. It must use best efforts to seek discovery from third parties before turning to released parties, and it bears the cost of any discovery taken from released parties.

Executory Contracts, Benefit Plans and Pension

• Contracts not previously assumed, rejected or assigned are rejected on the effective date unless they are listed on the schedule of assumed and assigned contracts or are subject to a pending motion. Assumed contracts are assigned to the trust. If an allowed cure amount exceeds the scheduled amount, the trust may still reject the contract within seven business days after a final order on the cure dispute. Allowed rejection damages are classified as general unsecured or convenience claims.
• The debtor must serve assumption notices with proposed cure amounts at least 14 days before the confirmation objection deadline, and counterparties have 14 days after service to object to the cure amount or to adequate assurance; a counterparty that does not timely object is deemed to consent to the proposed cure and the assumption. A contract with a cure dispute still open at the effective date may be assumed if cash is reserved for the full cure amount the counterparty reasonably asserts.
• Employment, compensation and benefit plans are rejected on the effective date, except plans assigned to the buyer, plans already approved for rejection or termination, and plans subject to a pending motion. Benefits for retirees are rejected except to the extent section 1114 prohibits it.
• The plan does not release any party from liability for the R.T. Vanderbilt Holding Company Pension Plan, which the debtor and R.T. Vanderbilt Holding Co. sponsor, or from claims of the Pension Benefit Guaranty Corporation. The PBGC and the pension plan are not enjoined from enforcing those liabilities.

Claims Administration and Distributions

• After the effective date, only the trustee may object to claims, and the trustee may settle disputed claims without court approval. Disputes that cannot be settled go to the bankruptcy court.
• The distribution record date is the effective date, and no postpetition interest is paid. Several limits apply to distributions:
  • Distributions under $100 roll forward to the next distribution, and final distributions under $25 are redistributed to other holders.
  • Distributions unclaimed for 90 days revert to the trust, and checks not cashed within 120 days are void.
  • A holder that fails to provide tax forms within 60 days of a request forfeits its distribution.

Plan Modification and Governance

• The debtor may amend the plan and the plan supplement with the committee's consent and advance notice to the U.S. Trustee.
  • After confirmation, defects may be cured if the fix does not materially and adversely affect holders of allowed claims.
  • Technical changes before the effective date need no court order.
  The debtor reserves the right to revoke or withdraw the plan before the effective date.
• After the effective date, the committee's role is limited to:
  • pursuing its earlier interventions in adversary proceedings
  • objecting to plan modifications
  • objecting to or defending fee claims
  • participating in appeals already pending, appeals of the confirmation order, and both the global settlement and sale order appeals
  The committee dissolves when the case closes.
• The liquidating debtor is to be dissolved within 90 days after its plan obligations are completed, subject to the appeal-resolution condition above.
• Where the plan conflicts with the plan supplement or another exhibit, such as the trust distribution procedures, the supplement or exhibit controls unless it provides otherwise. The plan controls over the disclosure statement and other implementing documents, and the confirmation order controls over any plan provision that cannot be reconciled with it.