iRobot - Chapter 11 Plan / RSA Terms

RSA Terms

Overview

• The Debtors entered into a Restructuring Support Agreement (the "RSA") on Dec. 14, 2025, with the "Company Parties" and "Picea," which collectively comprises:
  • Santrum Hong Kong Co., Limited ("Picea HK"); and
  • Shenzhen PICEA Robotics Co., Ltd. ("Picea Robotics").
• The RSA contemplates restructuring transactions pursuant to a Chapter 11 Plan (the "Plan") supported by the voting results of Class 3 (First Lien Claims) and Class 4 (Picea HK Supply Agreement Claims).

Restructuring Transactions

• Allowed Claims:
  • First Lien Claims are Allowed in an aggregate principal amount of no less than $183,000,000, plus all other unpaid and outstanding obligations including accrued and unpaid interest, fees, costs, charges, expenses, and premiums arising under the Amended First Lien Credit Agreement.
  • Picea HK Supply Agreement Claims are Allowed in an aggregate principal amount of no less than $74,000,000, plus all other unpaid and outstanding obligations as of the Petition Date.
• Equity Issuance: On the Effective Date, existing equity interests (Class 8) will be cancelled without any distribution, and the Reorganized Debtors will issue New Common Equity to Picea HK in full satisfaction of its claims, allocated as follows:
  • 95% of the New Common Equity on account of 100% of the outstanding Allowed First Lien Claims; and
  • 5% of the New Common Equity on account of 100% of the outstanding Allowed Picea HK Supply Agreement Claims.
• Retained Debt: Approximately $84 million outstanding under the Picea Supply Agreement due to Picea Robotics shall remain due and owing as of the Effective Date.
• Preserved Non-Debtor Affiliate Claims: Nothing in the Plan shall affect the validity of any claims of Picea HK under the Picea Supply Agreement against any Non-Debtor Affiliate, all of which are expressly preserved.
• Public Reporting: Upon emergence, the Reorganized Debtors will operate as non-publicly reporting companies and will not be subject to SEC reporting requirements or listed on any stock exchange.

Operational Agreements and Trade Claims

• Supply Agreement: The Debtors will assume the "New Picea Supply Agreement" (dated Dec. 11, 2025) between iRobot Corporation, iRobot UK Ltd., and Picea.
• Oracle Cure Payment: The Debtors will pay Oracle America, Inc. $334,279.85 (less amounts paid to Oracle prior to the Effective Date) to satisfy cure claims associated with the assumption of Oracle's agreements, with future obligations paid in the ordinary course of business.
• Surety Bond Programs: The Plan reaffirms and ratifies all rights and obligations related to surety bonds issued by Lexon Insurance Company ("Lexon") and Atlantic Specialty Insurance Company ("ASIC").
  • The Lexon and ASIC surety bond agreements, including indemnity and collateral agreements, will continue in full force and effect and are not discharged or impaired by the Plan.

Financing

• The restructuring is supported by the use of cash collateral, pursuant to the Interim and Final Cash Collateral Orders approved by the Bankruptcy Court.

Releases

• The Plan provides for releases among the "Releasing Parties" and "Released Parties," which generally include the Debtors, Reorganized Debtors, First Lien Secured Parties, and Picea Robotics.
• Opt-In Mechanism: Holders of claims and interests receiving a notice of non-voting status are considered Releasing Parties only if they affirmatively opt-in to the releases.
• Carve-Outs:
  • Lexon is explicitly excluded from the definition of a Releasing Party, and its rights regarding the Lexon Surety Bond Program are preserved.
  • ASIC is explicitly excluded from being a Releasing Party under the Plan.