Court File and Parties

COURT FILE NO.: CV-23-00701159-00CL DATE: 20230720 ONTARIO - SUPERIOR COURT OF JUSTICE – COMMERCIAL LIST

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF INSTANT BRANDS ACQUISITION HOLDINGS INC., INSTANT BRANDS (TEXAS) INC., INSTANT BRANDS ACQUISITION INTERMEDIATE HOLDINGS INC., INSTANT BRANDS HOLDINGS INC., URS-1 (CHARLEROI) LLC, INSTANT BRANDS LLC, URS-2 (CORNING) LLC, CORELLE BRANDS (LATIN AMERICA) LLC, EKCO GROUP, LLC, EKCO HOUSEWARES, INC., EKCO MANUFACTURING OF OHIO, INC., CORELLE BRANDS (CANADA) INC., INSTANT BRANDS (CANADA) HOLDING INC., INSTANT BRANDS INC. AND CORELLE BRANDS (GHC) LLC

APPLICATION OF INSTANT BRANDS INC. UNDER SECTION 46 OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

BEFORE: Peter J. Osborne J.

COUNSEL: Ashley Taylor, Maria Konyukhova and Natasha Rambaran, for the Applicant, Instant Brands Joanna McDonald and Moshe Melcer, US Chapter 11 Counsel Arnold Cohen and Evan Cobb, Counsel for ABL Lender Nicole McLemore, Counsel for ABL Lender Joe Pasquariello, Counsel for Information Officer Edmond Lamek and Oksana Lashko, Counsel for Unsecured Creditors

HEARD: July 20, 2023

Endorsement

[1] The Applicant, Instant Brands Inc., in its capacity as Foreign Representative of the Chapter 11 Debtors, seeks a recognition order in respect of the Supplemental Interim DIP Order, the Final DIP Order, the Final Cash Management Order and the Bidding Procedures Order.

[2] Defined terms in this Endorsement have the meaning given to them in the motion materials and in particular the affidavit of Adam Hollerbach affirmed July 17, 2023, and/or the Second Report of the Information Officer dated July 19, 2023, or my earlier Endorsements in this matter.

[3] The relief sought today is unopposed. It is supported and recommended by the Information Officer.

[4] On June 15, 2023, I granted the Initial Recognition Order in this matter. On June 23, I granted the Interim DIP Recognition Order.

[5] On July 12, 2023, the US Court approved entry of the Final DIP Order, the Cash Management Order and the Bidding Procedures Order in the Chapter 11 Cases.

[6] I am satisfied that the relief sought today is appropriate and should be granted.

[7] Recognition of the DIP Orders, already granted by the US Court, is both necessary and appropriate. The Supplemental Interim DIP Order arises because at the time of filing of the emergency motion seeking approval in the US for the Interim DIP Pull-Forward Amendment, and because the Chapter 11 Debtors then did not yet have full access to the Term Loan DIP Facility prior to the Final First Day Hearing, they lacked sufficient budgeted funds to make the foregoing down payments.

[8] The Supplemental Interim DIP Order, authorizing the Chapter 11 Debtors to access the Supplemental Interim Borrowing made available through that Amendment, was granted I the US Court on July 6, 2023. The Borrowing was both made available to, and drawn by, the Chapter 11 Debtors.

[9] The Final DIP Order is required because the Debtors continue to require access to the DIP Facilities in order to fund the liquidity necessary to meet their operational needs and allow their businesses to continue to operate in the ordinary course. That Order was granted by the US Court on July 12. I observe that the Final Draw Amount has been amended in the Final DIP Order to be an amount up to $22,500,000. The Chapter 11 Debtors have satisfied the other applicable conditions required to access the Amended Final Draw Amount and have done so.

[10] The Cash Management Order recognizes (as I did in my previous Endorsement in this matter) that the Chapter 11 Debtors and their non-Debtor affiliates operate an integrated, centralized cash management system, reflective of their integrated businesses. I am satisfied that any disruption to the cash management system would be disruptive to the Canadian Debtors and their operations.

[11] The Final Cash Management Order was entered by the US Court on July 12, 2023. It authorizes the maintenance of the existing cash management system and related relief. Simply put, it makes good practical and operational sense in the circumstances.

[12] The Chapter 11 Debtors have determined that a sale of all, or substantially all, or part of the Bid Assets could be a potential path to the maximization of recoveries and preservation of value for the benefit of all stakeholders of the Chapter 11 Debtors. Accordingly, approval of the Bidding Procedures Order is sought.

[13] It contemplates a bid for all of the Bid Assets, particular lots thereof, or any combination, all as provided for in the Bidding Procedures and subject to the terms and provisions thereof. Any successful bid would remain subject to approval of the Court. In particular, any sale or disposition of property of the Canadian Debtors in connection with any Successful Bid would be subject to the approval and recognition by this Court pursuant to the Initial Recognition Order granted earlier.

[14] The Bidding Procedures Order was issued by the US Court on July 12, 2023. Among other things, it authorizes, but does not require, the potential selection of a stalking horse bidder (or bidders). The form of order submitted represents the result of negotiations with key stakeholder groups which, as I observed above, have resulted in the fact that the relief sought today is unopposed.

[15] I need not review here the jurisdiction of this Court to recognize the US Orders (see my earlier Endorsement and Part IV of the CCAA). I have already recognized the Chapter 11 Cases as the foreign main proceeding and I have recognized the Applicant as the Foreign Representative.

[16] The relief sought today will further the objective of comity between the two Courts and coordinate the proceedings with the overarching objective of ensuring equal and fair treatment of stakeholders and creditors, whether located in Canada or the United States. Recognition of the US Orders is clearly in the interests of stakeholders generally.

[17] The DIP Facilities are the best financing option available to the Chapter 11 Debtors. Simply put, operating cash flows will not generate sufficient funds to cover operating costs and projected restructuring costs. Moreover, recognition of the Final DIP Order by this Court is a milestone under each of the DIP Facilities, which require recognition to be obtained by the Foreign Representative. An event of default under each of the DIP Facilities would be antithetical to the accretion of value and maximization of outcome for all stakeholders and should be avoided. As noted, the Information Officer is fully supportive of recognition.

[18] I am satisfied that recognition of the DIP Orders is appropriate here.

[19] I am also satisfied that recognition of the Cash Management Order is appropriate. It continues the same material terms as were provided for in the Interim Cash Management Order previously recognized by me.

[20] Finally, the Bidding Procedures Order is appropriate. I am satisfied that the proposed Bidding Procedures are appropriate in the circumstances of this case. Approval will maintain conformity between the Chapter 11 Cases and this proceeding.

[21] I observe that the Bidding Procedures Order was granted by the US Court on an uncontested basis and no objections were raised. I also observe as noted above that it contemplates but does not require a Stalking Horse Bid. In the event that does occur, it further contemplates a break fee of up to 3% of the cash portion of the purchase price in the Stalking Horse Bid and/or an expense reimbursement of up to $500,000. I am satisfied that, as recommended by the Information Officer, that these represent market costs and in any event I am satisfied that they are appropriate here.

[22] I also observe the potential conflicts have been addressed in the sense that the Consultation Parties as defined in the Bidding Procedures include, among other parties, the ABL DIP Agent. However, should the Agent or Term DIP Agent indicate an intention to submit a bid, they cease to be a Consultation Party.

[23] The key dates and deadlines represent a relatively tight schedule but I am satisfied represent the appropriate balance in this case to facilitate a competitive sales process that is fair and transparent but also efficient.

[24] None of the orders sought today breaches any applicable Canadian law and nor is any inconsistent with an order that may be granted under Part IV of the CCAA.

[25] For all of the above reasons, the relief sought is granted.

[26] Order to go in the form signed by me today which is effective immediately and without the necessity of issuing and entering.

Osborne J. Date: July 20, 2023