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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 20, 2023
RVL Pharmaceuticals plc
(Exact name of registrant as specified in its charter)
Ireland |
|
001-38709 |
|
Not Applicable |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
400
Crossing Boulevard
Bridgewater, NJ |
|
08807 |
(Address of principal executive offices) |
|
(Zip Code) |
(Registrant’s telephone number, including
area code): (908) 809-1300
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
Ordinary Shares |
|
RVLPQ |
|
N/A |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.03 |
Bankruptcy or Receivership. |
As
previously announced, on October 12, 2023 (the “Petition Date”), RevitaLid Pharmaceutical Corp., RVL
Pharmaceuticals, Inc. and RVL Pharmacy, LLC (the “Debtors”), each an indirect subsidiary of RVL Pharmaceuticals plc
(“RVL plc”), filed voluntary petitions (administered jointly for procedural purposes under lead Case No. 23-11704
(BLS)) (the “Chapter 11 Cases”) for relief under chapter 11 of title 11 of the United States Code in the United States
Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On the Petition Date, the Debtors also filed
with the Bankruptcy Court a Joint Prepackaged Chapter 11 Plan of RevitaLid Pharmaceutical Corp. and its Subsidiaries (the
“Plan”) and an associated disclosure statement (the “Disclosure Statement”). RVL plc and its subsidiaries
other than the Debtors were not included in the Chapter 11 Cases.
On
November 13, 2023, the Debtors filed an Amended Joint Prepackaged Chapter 11 Plan of RevitaLid Pharmaceutical Corp. and its Subsidiaries
(the “Amended Plan”) with the Bankruptcy Court, which contained similar commercial terms as the Plan.
On November 20, 2023, the
Bankruptcy Court entered the Findings of Fact, Conclusions of Law, and Order (I) Approving the Debtors’ (A) Disclosure Statement
Pursuant to Sections 1125 and 1126(b) of the Bankruptcy Code, (B) Solicitation and Voting procedures, and (C) Forms of Ballots, and (II)
Confirming the Amended Joint Prepackaged Chapter 11 Plan of Revitalid Pharmaceutical Corp. and its Subsidiaries (the “Confirmation
Order”), which approved the Disclosure Statement and the Amended Plan. A copy of the Confirmation
Order, with a copy of the Amended Plan as confirmed attached thereto, is attached as Exhibit 2.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
As of November 20, 2023, there were 111,406,043 issued and outstanding ordinary shares of RVL plc. No ordinary shares of RVL plc are reserved
for future issuance in respect of claims and interests filed and allowed under the Amended Plan.
Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
In accordance with the Amended
Plan, on November 22, 2023 (the “Effective Date”) funds managed by Athyrium Capital Management, LP (“Athyrium”)
exchanged their outstanding debt into equity of a newly-created entity (“NewCo”) that indirectly holds 100% of the equity interests
of RVL Pharmaceuticals, Inc., the direct parent of RVL Pharmacy, LLC. Funds managed by Athyrium received 97.5% of the equity in NewCo,
and holders of the SPA Rejection Unsecured Claims (as defined in and pursuant to the Amended Plan) received their pro rata share of the
remaining 2.5% of the equity in NewCo, subject to dilution by the Management Incentive Plan (as defined in the Amended Plan) and future
investments.
RevitaLid Pharmaceutical Corp.,
previously the direct parent company of RVL Pharmaceuticals, Inc, concurrently emerged from its Chapter 11 case on the Effective Date
and will be wound down pursuant to the Amended Plan.
RVL plc and
its subsidiaries other than the Debtors retained substantially no assets or operations following the transactions contemplated
by the Amended Plan. RVL plc intends to petition the Irish High Court for an order to wind up RVL plc, anticipated to be completed during
the year ended December 31, 2024, resulting in no recovery for any holders of RVL plc’s ordinary shares or other share-based instruments.
On November 21, 2023,
the Debtors each filed with the Bankruptcy Court their unaudited monthly operating reports for the period beginning October 12, 2023
and ending October 31, 2023 (collectively, the “October Monthly Operating Reports”). The October Monthly Operating
Reports are attached as Exhibits 99.1 through 99.3 to this Current Report on Form 8-K,
and are incorporated herein by reference. The October Monthly Operating Reports and other filings with the Bankruptcy Court related
to the Chapter 11 Cases may be available electronically at https://restructuring.ra.kroll.com/RVL.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. | |
Description |
2.1 | |
Findings of Fact, Conclusions of Law, and Order (I) Approving the Debtors’ (A) Disclosure Statement Pursuant to Sections 1125 and 1126(b) of the Bankruptcy Code, (B) Solicitation and Voting procedures, and (C) Forms of Ballots, and (II) Confirming the Amended Joint Prepackaged Chapter 11 Plan of Revitalid Pharmaceutical Corp. and its Subsidiaries |
99.1 | |
RevitaLid Pharmaceutical Corp. Monthly Operating Report for the period ended October 31, 2023 |
99.2 | |
RVL Pharmaceuticals, Inc. Monthly Operating Report for the period ended October 31, 2023 |
99.3 | |
RVL Pharmacy, LLC Monthly Operating Report for the period ended October 31, 2023 |
104 | |
Cover Page Interactive Data File, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
RVL PHARMACEUTICALS PLC |
|
|
Dated: November 27, 2023 |
By: |
/s/ Brian Markison |
|
|
Brian Markison |
|
|
Chief Executive Officer |
Exhibit 2.1 | RLF1 30177586v.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re: ) Chapter 11
)
REVITALID PHARMACEUTICAL CORP., et
al.,
)
)
Case No. 23-11704 (BLS)
Debtors.1 ) (Jointly Administered)
)
) Re: Docket Nos. 16 & 90
FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER (I) APPROVING
THE DEBTORS’ (A) DISCLOSURE STATEMENT PURSUANT TO SECTIONS 1125
AND 1126(b) OF THE BANKRUPTCY CODE, (B) SOLICITATION AND VOTING
PROCEDURES, AND (C) FORMS OF BALLOTS, AND (II) CONFIRMING THE
AMENDED JOINT PREPACKAGED CHAPTER 11 PLAN OF REVITALID
PHARMACEUTICAL CORP. AND ITS SUBSIDIARIES
RevitaLid Pharmaceutical Corp. and its affiliated debtors in the above-captioned chapter
11 cases, as debtors and debtors in possession (collectively, the “Debtors”), having proposed (A)
the Joint Prepackaged Chapter 11 Plan of RevitaLid Pharmaceutical Corp. and Its Subsidiaries,
dated October 10, 2023, filed with the United States Bankruptcy Court for the District of Delaware
(the “Court”) on October 12, 2023 [D.I. 15] (the “Initial Plan”); (B) the Amended Joint
Prepackaged Chapter 11 Plan of RevitaLid Pharmaceutical Corp. and Its Subsidiaries, filed with
the Court on November 13, 2023 [D.I. 90] (the “Amended Plan” and as supplemented by the Plan
Supplement (defined below) and as amended in accordance with the terms thereof, the “Plan”),
attached hereto as Exhibit A; and (C) (i) the Disclosure Statement for Joint Prepackaged Chapter
11 Plan of RevitaLid Pharmaceutical Corp. and Its Affiliated Debtors, dated as of October 10,
2023 and filed with the Court on October 12, 2023 [D.I. 16] (the “Disclosure Statement”), and
(ii) appropriate ballots for voting on the Plan (the “Ballots”), in the forms attached as Exhibits “A”
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are:
RevitaLid Pharmaceutical Corp. (0983), RVL Pharmaceuticals, Inc. (7918), and RVL Pharmacy, LLC (6132). The location
of the Debtors’ principal place of business is 400 Crossing Boulevard, Bridgewater, New Jersey 08807.
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RLF1 30177586v.1
and “B” to the Affidavit of Service of Solicitation Materials [D.I. 28] (the “Solicitation Affidavit”),
having been duly transmitted to holders of Claims2
in compliance with the procedures (the
“Solicitation Procedures”) set forth in the Motion of Debtors for Entry of an Order (I) Scheduling,
and Shortening Notice of, a Combined Hearing to Consider (A) Approval of Disclosure Statement,
(B) Approval of Solicitation Procedures, and (C) Confirmation of Prepackaged Plan; (II)
Establishing an Objection Deadline to Object to Disclosure Statement and Plan; (III) Approving
the Form and Manner of Notice of Combined Hearing, Objection Deadline, Notice of
Commencement, and Notice of Unimpaired Status; (IV) Conditionally Waiving Requirement of
Filing Initial Reports of Financial Information, Statement of Financial Affairs and Schedules of
Assets and Liabilities; (V) Conditionally Waiving Requirement to Convene the Section 341
Meeting of Creditors; and (VI) Granting Related Relief Pursuant to Sections 105(A), 341, 521(A),
1125, 1126, and 1128 of the Bankruptcy Code and Bankruptcy Rules 1007, 2002, 3017 and 3018
[D.I. 14] (the “Scheduling Motion”) and the Order approving the Scheduling Motion [D.I. 34]
(the “Scheduling Order”); and the Court having entered the Scheduling Order, which, among
other things, scheduled the combined hearing to approve the Disclosure Statement and consider
confirmation of the Plan for November 20, 2023 (the “Combined Hearing”); and due notice of
the Combined Hearing and commencement of the Chapter 11 Cases in the form attached as Exhibit
1 to the Scheduling Order (the “Combined Notice”) having been given to holders of Claims
against and Interests in the Debtors and other parties in interest in compliance with the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), the Local Rules of
Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of
Delaware (the “Local Bankruptcy Rules”), the Scheduling Order, and the Solicitation
2 Capitalized terms used, but not otherwise defined, herein shall have the same meanings ascribed to them in the Plan.
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RLF1 30177586v.1
Procedures, as evidenced by the Affidavit of Service [D.I. 66] (the “Notice of Commencement
Affidavit”) and Certification of Publication [D.I. 109] (the “Publication Affidavit”); and due
notice of the Plan Supplement having been given to holders of Claims in the Debtors and other
parties in interest in compliance with the Bankruptcy Code, the Bankruptcy Rules, and the
Solicitation Procedures, as evidenced by the Affidavit of Service [D.I. 108], and such filings and
notice thereof being sufficient under the circumstances and no further notice being required; and
based upon and after full consideration of the entire record of the Combined Hearing, including (I)
the Disclosure Statement, (II) the Plan (including the Plan Supplement), (III) the Solicitation
Affidavit, (IV) the Declaration of Brian Markison, Chief Executive Officer of the Debtors, In
Support of Debtors’ Chapter 11 Petitions and First Day Motions [D.I. 22] (the “First Day
Declaration”), (V) the Declaration of Brian Markison, Chief Executive Officer of the Debtors, in
Support of (I) Approval of the Disclosure Statement, and (II) Confirmation of the Amended Joint
Prepackaged Chapter 11 Plan of RevitaLid Pharmaceutical Corp. and Its Subsidiaries [D.I. 112]
(the “Markison Declaration”), (VI) the Declaration of Eli G. Silverman in Support of
Confirmation of the Amended Joint Prepackaged Chapter 11 Plan of RevitaLid Pharmaceutical
Corp. and Its Subsidiaries [D.I. 113] (the “Silverman Declaration”), and (VII) the Declaration
of Craig E. Johnson of Kroll Restructuring Administration LLC Regarding the Solicitation of Votes
and Tabulation of Ballots Cast on the Joint Prepackaged Chapter 11 Plan of RevitaLid
Pharmaceutical Corp. and Its Subsidiaries [D.I. 111] (the “Tabulation Declaration”); and the
compromises and settlements and releases embodied in and contemplated by the Plan, including,
without limitation, the settlement set forth under that certain Settlement and Release Agreement
attached as Exhibit B hereto (the “PLC Settlement”), and objections to the approval of the
Disclosure Statement or confirmation of the Plan all being withdrawn, resolved, or overruled by
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RLF1 30177586v.1
the Court; and the Court being familiar with the Disclosure Statement and the Plan and other
relevant factors affecting the Chapter 11 Cases (as defined below); and the Court being familiar
with, and having taken judicial notice of, the entire record of the Chapter 11 Cases; and upon the
arguments of counsel and the evidence proffered and adduced at the Combined Hearing; and the
Court having found and determined that the Disclosure Statement and Solicitation Procedures
should be approved and the Plan should be confirmed as reflected by the Court’s rulings made
herein and at the Combined Hearing; and after due deliberation and sufficient cause appearing
therefor; the Court hereby FINDS, DETERMINES, AND CONCLUDES that:
FINDINGS OF FACT AND CONCLUSIONS OF LAW
A. Findings and Conclusions. The findings and conclusions set forth herein
and in the record of the Combined Hearing constitute the Court’s findings of fact and conclusions
of law pursuant to Rule 52 of the Federal Rules of Civil Procedure, as made applicable herein by
Bankruptcy Rules 7052 and 9014. To the extent any of the following findings of fact constitute
conclusions of law, they are adopted as such. To the extent any of the following conclusions of
law constitute findings of fact, they are adopted as such.
B. Jurisdiction, Venue, Core Proceeding (28 U.S.C. §§ 157(b)(2), 1334(a)).
The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 1334, and the
Amended Standing Order of Reference from the United States District Court for the District of
Delaware, dated February 29, 2012. This is a core proceeding pursuant to 28 U.S.C. § 157(b) and
this court has jurisdiction to enter a final order with respect thereto. The Debtors are eligible
debtors under section 109 of the Bankruptcy Code, and, pursuant to Local Bankruptcy Rule 9013-
1(f), the Debtors consent to the entry of a final order by the Court in accordance with the terms set
forth herein to the extent that it is later determined that the Court, absent consent of the parties,
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RLF1 30177586v.1
cannot enter final orders or judgments consistent with Article III of the United States Constitution.
Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409. The Debtors are proper
plan proponents under section 1121(a) of the Bankruptcy Code.
C. Chapter 11 Petitions. On October 12, 2023 (the “Petition Date”), each
Debtor commenced with this Court a voluntary case under chapter 11 of the Bankruptcy Code (the
“Chapter 11 Cases”). Since the Petition Date, the Debtors have operated their businesses and
managed their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code. No trustee or examiner has been appointed pursuant to section 1104 of the
Bankruptcy Code. No statutory official committee has been appointed pursuant to section 1102
of the Bankruptcy Code. Further, in accordance with an order of this Court, the Debtors’ cases are
being jointly administered pursuant to Bankruptcy Rule 1015(b). See Docket No. 53.
D. Judicial Notice. The Court takes judicial notice of the docket of the Chapter
11 Cases maintained by the Clerk of the Court, including all pleadings and other documents filed,
all orders entered, and all evidence and arguments made, proffered, or adduced at the hearings held
before the Court during the pendency of the Chapter 11 Cases.
E. Burden of Proof. Each of the Debtors has met the burden of proving the
elements of sections 1129(a) and (b) of the Bankruptcy Code by a preponderance of the evidence.
F. Adequacy of Disclosure Statement. The Disclosure Statement (a) contains
sufficient information of a kind necessary to satisfy the disclosure requirements of all applicable
non-bankruptcy law, including the Securities Act of 1933, as amended (the “Securities Act”), (b)
contains “adequate information” (as such term is defined in section 1125(a)(1) and used in section
1126(b) of the Bankruptcy Code) with respect to the Debtors, the Plan, and the transactions set
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RLF1 30177586v.1
forth therein (including the Restructuring Transactions as outlined in the Restructuring Transaction
Exhibit included in the Plan Supplement), and (c) is approved in all respects.
G. Voting. Only Holders of Claims in Class 3 (Secured Note Claims) and
Class 5 (SPA Rejection Unsecured Claims) were entitled under the Plan to vote to accept or reject
the Plan (the “Voting Classes”). As evidenced by the Tabulation Declaration, Kroll Restructuring
Administration LLC (“Kroll” or “Noticing Agent”) adhered to the Solicitation Procedures and
distributed Solicitation Packages (as defined below) (including Ballots) to holders of Claims in the
Voting Classes. As further evidenced by the Tabulation Declaration, each Voting Class has voted
to accept the Plan in accordance with the requirements of section 1124, 1126 and 1129 of the
Bankruptcy Code.
H. Solicitation. Prior to the Petition Date, the Plan, the Disclosure Statement,
and the Ballots, and, subsequent to the Petition Date, the Combined Notice, were transmitted and
served in compliance with the Bankruptcy Rules (including Bankruptcy Rules 3017 and 3018), the
Local Bankruptcy Rules, and the Scheduling Order. The forms of the Ballots adequately addressed
the particular needs of these Chapter 11 Cases and were appropriate for holders of Claims the
Voting Classes. The continued postpetition solicitation of the Voting Classes was proper and in
compliance with section 1125 of the Bankruptcy Code. The period during which the Debtors
solicited acceptances to the Plan was a reasonable period of time for the Voting Classes to make
an informed decision to accept or reject the Plan. The Debtors were not required to solicit votes
from the holders of Claims or Interests in Class 1 (Other Secured Claims), Class 2 (Priority Non-Tax Claims), Class 4 (General Unsecured Claims), Class 6 (Intercompany Claims), and Class 7
(Equity Interests) as each such classes are either Unimpaired under the Plan (and therefore deemed
to accept the Plan) or Impaired (and therefore deemed to have rejected the Plan). As evidenced by
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RLF1 30177586v.1
the Solicitation Affidavit and the Notice of Commencement Affidavit, the transmittal and service
of the Plan, the Disclosure Statement, the Ballots (all of the foregoing, the “Solicitation Package”
and such transmittal of the Solicitation Package to the Voting Classes, the “Solicitation”), the
Combined Notice and Notice of Non-Voting Status to Holders of Unimpaired Claims or Interests
Conclusively Presumed to Accept the Plan was timely, adequate, and sufficient under the
circumstances. The Solicitation Package and Solicitation of votes on the Plan was appropriate and
satisfactory based upon the circumstances of the Chapter 11 Cases, was conducted in good faith,
and was in compliance with the Solicitation Procedures and Scheduling Order, the provisions of
the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any other applicable
rules, laws, and regulations.
I. Notice. As is evidenced by the Notice of Commencement Affidavit, the
Solicitation Affidavit, and the Publication Affidavit, all parties required to receive a Solicitation
Package and notice of the Combined Hearing (including the deadline for filing and serving
objections to confirmation of the Plan) have been given due, proper, timely, and adequate notice
in accordance with the Scheduling Order and in compliance with the Bankruptcy Code, the
Bankruptcy Rules, the Local Bankruptcy Rules, and any other applicable rules, laws, or
regulations, and such parties have had an opportunity to appear and be heard with respect thereto.
No other or further notice is required.
J. Plan Supplement. On November 6, 2023, the Debtors filed a plan
supplement with the Court [D.I. 83] (the “Initial Plan Supplement”) containing the following
documents: (i) the New Organizational Documents; (ii) to the extent known, the identities of the
members of the Reorganized Board; (iii) the Rejected Executory Contracts and Unexpired Leases
Schedule; (iv) the Schedule of Retained Causes of Action; (v) the Restructuring Transactions
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RLF1 30177586v.1
Exhibit; (vi) a form of the Exit Facility Credit Agreement; and (vii) the terms and conditions of
the Management Incentive Plan. On November 14, 2023, the Debtors filed a second plan
supplement with the Court [D.I. 93] (the “Second Plan Supplement”) containing the following:
(i) revised identities of the Members of the Reorganized Board and (ii) a revised Restructuring
Transactions Exhibit, which replaced and superseded previously filed information and documents
filed with the Initial Plan Supplement, and on November 17, 2023, the Debtors filed a third plan
supplement with the Court [D.I. 117] (the “Third Plan Supplement,” and together with the First
Plan Supplement and the Second Plan Supplement, the “Plan Supplement”). All documents
included in the Plan Supplement are integral to, part of, and incorporated by reference into the
Plan. The Debtors reserve the right to alter, amend, update, or modify the Plan Supplement and
any schedules, exhibits or amendments thereto, prior to the Effective Date in accordance with the
terms of the Plan and subject to the terms of this Confirmation Order.
K. Plan Modifications. Subsequent to the filing of the Plan, the Debtors agreed
to make certain modifications to the Plan (the “Plan Modifications”), which are reflected in the
redline of the Amended Plan against the Initial Plan filed with the Court on November 13, 2023
[D.I. 91]. The Plan Modifications were made, among other things, to address potential objections
and informal comments received from various parties-in-interest, as well as to reflect the proposed
PLC Settlement among the Debtors, the Non-Debtor RVL Entities, and the Secured Noteholders.
The Plan Modifications do not materially adversely affect the treatment of any Claim against or
Interest in any of the Debtors under the Plan. The filing with the Court of the Amended Plan, the
Proposed Confirmation Order, and the Plan Modifications constitutes due and sufficient notice
thereof. Accordingly, pursuant to section 1127(a) of the Bankruptcy Code and Bankruptcy Rule
3019, none of these modifications require additional disclosure under section 1125 of the
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RLF1 30177586v.1
Bankruptcy Code or resolicitation of votes under section 1126 of the Bankruptcy Code. In
accordance with section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, all holders of
Claims who voted to accept the Plan or who are conclusively presumed to have accepted the Plan
are presumed to have accepted the Plan Modifications. No holder of a Claim who has voted to
accept the Plan shall be permitted to change its vote as a consequence of the Plan Modifications.
The Amended Plan shall constitute the Plan submitted for confirmation by the Court.
Compliance with the Requirements of Section 1129 of the Bankruptcy Code
L. Plan Compliance with the Bankruptcy Code (11 U.S.C. § 1129(a)(1)). The
Plan complies with the applicable provisions of the Bankruptcy Code and, as required by
Bankruptcy Rule 3016, the Plan is dated and identifies the Debtors as proponents, thereby
satisfying section 1129(a)(1) of the Bankruptcy Code.
i. Proper Classification (11 U.S.C. §§ 1122, 1123(a)(1)). In addition to
Administrative Expense Claims, Professional Fee Claims, DIP Claims, and Priority Tax Claims,
which need not be classified, Article III classifies seven (7) Classes of Claims against and Interests
in the Debtors. The Claims and Interests placed in each Class are substantially similar to other
Claims and Interests, as the case may be, in each such Class. Valid business, factual, and legal
reasons exist for separately classifying the various Classes of Claims and Interests created under
the Plan, and such Classes do not unfairly discriminate between holders of Claims and Interests.
The Plan therefore satisfies sections 1122 and 1123(a)(1) of the Bankruptcy Code.
ii. Specified Unimpaired Classes (11 U.S.C. § 1123(a)(2)). Article III of the
Plan specifies that Class 1 (Other Secured Claims), Class 2 (Priority Non-Tax Claims) and Class
4 (General Unsecured Claims) are unimpaired under the Plan within the meaning of section 1124
of the Bankruptcy Code, thereby satisfying section 1123(a)(2) of the Bankruptcy Code.
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RLF1 30177586v.1
iii. Specified Treatment of Impaired Classes (11 U.S.C. § 1123(a)(3)). Article
III of the Plan designates Class 3 (Secured Note Claims) and Class 5 (SPA Rejection Unsecured
Claims) as impaired within the meaning of section 1124 of the Bankruptcy Code and specifies the
treatment of the Claims in those Classes, thereby satisfying section 1123(a)(3) of the Bankruptcy
Code. Article III of the Plan designates Class 6 (Intercompany Claims) as impaired and deemed
not entitled to vote within the meaning of section 1124 of the Bankruptcy and specifies the
treatment of the Claims in that Class, thereby satisfying section 1123(a)(3) of the Bankruptcy
Code.
iv. Specified Treatment of Unimpaired/Impaired Classes (11 U.S.C. §
1123(a)(3)). Article III of the Plan designates Class 7 (Equity Interests) as impaired or unimpaired
within the meaning of section 1124 of the Bankruptcy Code and specifies the treatment of the
Interests in that Class, thereby satisfying sections 1123(a)(2) and 1123(a)(3) of the Bankruptcy
Code.
v. No Discrimination (11 U.S.C. § 1123(a)(4)). The Plan provides for the
same treatment by the Debtors for each Claim or Interest in each respective Class unless the holder
of a particular Claim or Interest has agreed to a less favorable treatment of such Claim or Interest,
thereby satisfying section 1123(a)(4) of the Bankruptcy Code.
vi. Implementation of the Plan (11 U.S.C. § 1123(a)(5)). The Plan, including
the Restructuring Transactions and the PLC Settlement, and the various documents and agreements
set forth in the Plan Supplement, provide adequate and proper means for the implementation of
the Plan, thereby satisfying section 1123(a)(5) of the Bankruptcy Code, including, without
limitation, (a) the adoption and filing of the New Organizational Documents; (b) the selection of
the directors, managers, and officers for the Reorganized Debtors, including the appointment of
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RLF1 30177586v.1
the Reorganized Board; (c) the authorization, issuance, and distribution of New Common Equity
and the equity interests in New Common Equity HoldCo; (d) the assumption or rejection of
Executory Contracts or Unexpired Leases as provided in the Plan and the Plan Supplement; (e) the
entry into the Exit Facility, and the execution and delivery of the Exit Facility Documents; and
(f) the adoption of the Management Incentive Plan on terms and conditions determined by the
Reorganized Board, as applicable, as well as, among other things, the dissolution of the RVL
Corp., the funding of the Wind Down Amount and the Debtor Wind Down Amount, and the
settlement of the SPA Rejection Unsecured Claims in accordance with the SPA Settlement Term
Sheet, to effectuate the Restructuring Transactions under and in connection with the Plan.
vii. Non-Voting Equity Securities / Allocation of Voting Power (11 U.S.C. §
1123(a)(6)). The New Organizational Documents prohibit the issuance of non-voting equity
securities, thereby satisfying section 1123(a)(6) of the Bankruptcy Code. The issuance of the New
Common Equity complies with section 1123(a)(6) of the Bankruptcy Code. On the Effective Date,
the Reorganized Board shall be deemed to have adopted the New Organizational Documents.
viii. Designation of Directors and Officers (11 U.S.C. § 1123(a)(7)). The Plan
Supplement and Article IV.I of the Plan contain provisions with respect to the manner of selection
of directors and officers of the Reorganized Debtors that are consistent with the interests of
creditors, equity security holders, and public policy, thereby satisfying section 1123(a)(7) of the
Bankruptcy Code.
ix. Impairment/Unimpairment of Classes of Claims and Interests (11
U.S.C. 1123(b)(1)). Pursuant to Article III of the Plan, as set forth in section 1123(b)(1) of the
Bankruptcy Code, (a) Class 1 (Other Secured Claims), Class 2 (Priority Non-Tax Claims) and
Class 4 (General Unsecured Claims) are Unimpaired; (b) Class 3 (Secured Note Claims), Class 5
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(SPA Rejection Unsecured Claims) and Class 6 (Intercompany Claims) are Impaired; and (c) and
Class 7 (Equity Interests) are Impaired/Unimpaired.
x. Assumption and Rejection (11 U.S.C. § 1123(b)(2)). Article V of the Plan
addresses the assumption and rejection of Executory Contracts and Unexpired Leases and meets
the requirements of section 365(b) of the Bankruptcy Code. The Debtors scheduled any Executory
Contract or Unexpired Leases sought to be rejected in the Plan Supplement. There have been no
objections to the Debtors’ assumption or rejection of any of the Executory Contracts and
Unexpired Leases pursuant to Article V of the Plan.
xi. Preservation of Rights of Action and Reservation of Rights (11 U.S.C.
§ 1123(b)(3)). Except as otherwise expressly provided in the Plan, including, without limitation,
Article VIII, nothing contained in the Plan or this Confirmation Order shall be deemed to be a
waiver or relinquishment of any rights, claims, Causes of Action, rights of setoff, recoupment, or
other legal or equitable defenses of the Debtors, RVL Corp., or the Reorganized Debtors. In
accordance with section 1123(b) of the Bankruptcy Code, RVL Corp. and each Reorganized
Debtor shall retain and may enforce all rights to commence and pursue, as appropriate, any and all
Causes of Action of the applicable Debtors, whether arising before or after the Petition Date,
including any actions specifically enumerated under Article IV.L and in the Schedule of Retained
Causes of Action, and RVL Corp.’s and the Reorganized Debtors’ respective rights, as applicable,
to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the
occurrence of the Effective Date.
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xii. Unaffected Rights of Holders of Classes of Claims (11 U.S.C.
§ 1123(b)(5)). The Plan leaves unaffected the rights of holders of Allowed Claims in Class 1
(Other Secured Claims), Class 2 (Priority Non-Tax Claims), and Class 4 (General Unsecured
Claims). Thus, the Plan complies with section 1123(b)(5) of the Bankruptcy Code.
xiii. Additional Plan Provisions (11 U.S.C. § 1123(b)(6)). The provisions of the
Plan are appropriate and consistent with the applicable provisions of the Bankruptcy Code, thereby
satisfying section 1123(b)(6) of the Bankruptcy Code.
xiv. Cure of Defaults (11 U.S.C. § 1123(d)). Article V.C of the Plan provides
for the satisfaction of default claims associated with each Executory Contract and Unexpired Lease
to be assumed pursuant to the Plan in accordance with section 365(b)(1) of the Bankruptcy Code.
All cure amounts will be determined in accordance with the underlying agreements and applicable
non-bankruptcy law. Thus, the Plan complies with section 1123(d) of the Bankruptcy Code.
M. The Debtors’ Compliance with the Bankruptcy Code (11 U.S.C.
§ 1129(a)(2)). The Debtors have complied with the applicable provisions of the Bankruptcy Code.
Specifically: (i) each of the Debtors is an eligible debtor under section 109 of the Bankruptcy
Code; and (ii) the Debtors have complied with all other applicable provisions of the Bankruptcy
Code, except as otherwise provided or permitted by orders of the Court, and in transmitting the
Plan, the Plan Supplement, the PLC Settlement, the Disclosure Statement, the Ballots, and related
documents and notices, and in soliciting and tabulating the votes on the Plan, the Debtors have
complied with the applicable provisions of the Bankruptcy Code (including sections 1125 and
1126(b)), the Bankruptcy Rules, the Local Bankruptcy Rules, applicable non-bankruptcy law, the
Scheduling Order, and all other applicable law.
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N. Plan Proposed in Good Faith (11 U.S.C. § 1129(a)(3)). The Debtors have
proposed the Plan (and all documents necessary to effectuate the Plan (including the Restructuring
Transactions)) in good faith and not by any means forbidden by law, thereby satisfying section
1129(a)(3) of the Bankruptcy Code. The Debtors’ good faith is evident from the facts and record
of these Chapter 11 Cases, the Disclosure Statement, and the record of the Combined Hearing and
other proceedings held in these Chapter 11 Cases. The Plan was proposed with the legitimate and
honest purpose of maximizing the value of the Debtors’ estates and to effectuate a successful
reorganization of the Debtors. The Plan (including all documents necessary to effectuate the Plan,
including the Restructuring Transactions), the SPA Settlement Term Sheet, and the PLC
Settlement, were negotiated at arm’s length among representatives of the Debtors, the DIP Lender,
the DIP Agent, the Secured Noteholders, and the Holders of SPA Rejection Unsecured Claims,
and their respective professionals. Further, the Plan’s classification, indemnification, exculpation,
release, discharge, and injunction provisions have been negotiated in good faith and at arm’s
length, are consistent with sections 105, 524, 1122, 1123(b)(3)(A), 1123(b)(6), 1129, and 1142 of
the Bankruptcy Code, and are each necessary for the Debtors’ successful reorganization.
O. Payment for Services or Costs and Expenses (11 U.S.C. § 1129(a)(4)). Any
payment made or to be made by the Debtors for services or for costs and expenses of the Debtors’
professionals in connection with their Chapter 11 Cases, or in connection with the Plan and
incident to the Chapter 11 Cases, including from the Professional Fee Escrow, has been approved
by, or is subject to the approval of, the Court as reasonable, thereby satisfying section 1129(a)(4)
of the Bankruptcy Code. The DIP Orders and the applicable engagement letters are part of the
negotiated terms on which the Debtors and the applicable parties agreed to proceed with the
consensual, prepackaged restructuring reflected in the Plan.
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P. Directors, Officers, and Insiders (11 U.S.C. § 1129(a)(5)). The Debtors
have complied with section 1129(a)(5) of the Bankruptcy Code. The identity and affiliations of
the persons proposed to serve as the initial directors and officers of the Reorganized Debtors (and
the identity and the nature of compensation of insiders that will be employed or retained by any of
the Reorganized Debtors) upon the Effective Date of the Plan have been fully disclosed to the
extent such information is available, and the appointment to, or continuance in, such offices of
such persons is consistent with the interests of holders of Claims against the Debtors and with
public policy. Each such member will serve in accordance with the terms and subject to the
conditions of the New Organizational Documents, and other relevant organizational documents,
each as applicable. The directors and officers of the Reorganized Debtors shall be selected
according to the procedures set forth in the Plan.
Q. No Rate Changes (11 U.S.C. § 1129(a)(6)). The Plan does not provide for
rate changes by RVL Corp. or any of the Reorganized Debtors. Thus, section 1129(a)(6) of the
Bankruptcy Code is not applicable in these Chapter 11 Cases.
R. Best Interest of Creditors (11 U.S.C. § 1129(a)(7)). The Plan satisfies
section 1129(a)(7) of the Bankruptcy Code. The liquidation analysis provided in the Disclosure
Statement and other evidence proffered or adduced at the Combined Hearing (i) are persuasive
and credible, (ii) have not been controverted by other evidence, and (iii) establish that each holder
of an Impaired Claim or Interest either has accepted the Plan or will receive or retain under the
Plan, on account of such Claim or Interest, property of a value, as of the Effective Date, that is not
less than the amount that such holder would receive or retain if the Debtors were liquidated under
chapter 7 of the Bankruptcy Code on such date.
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S. Acceptance by Certain Classes (11 U.S.C. § 1129(a)(8)). Class 1 (Other
Secured Claims), Class 2 (Priority Non-Tax Claims) and Class 4 (General Unsecured Claims) are
Classes of Unimpaired Claims or Interests that are conclusively presumed to have accepted the
Plan in accordance with section 1126(f) of the Bankruptcy Code. Class 6 (Intercompany Claims)
is a Class of Impaired Claims conclusively deemed not to have accepted the Plan in accordance
with section 1126(g) of the Bankruptcy Code. Class 7 (Equity Interests) are a Class of Interests
that is conclusively deemed not to have accepted the Plan in accordance with section 1126(g) of
the Bankruptcy Code or conclusively presumed to have accepted the Plan according to section
1126(f) of the Bankruptcy Code. Class 3 (Secured Note Claims) and Class 5 (SPA Rejection
Unsecured Claims) are Classes of Impaired Claims that have voted to accept the Plan in accordance
with sections 1126(b) and (c) of the Bankruptcy Code, without regard to the votes of insiders of
the Debtors.
T. Treatment of Administrative Expense Claims, Professional Claims, Priority
Tax Claims, and Priority Non-Tax Claims (11 U.S.C. § 1129(a)(9)). The treatment of Allowed
Administrative Expense Claims and Professional Claims pursuant to Articles II.A and II.B of the
Plan (respectively) satisfies the requirements of section 1129(a)(9)(A) of the Bankruptcy Code.
The treatment of Priority Tax Claims pursuant to Article II.D of the Plan satisfies the requirements
of section 1129(a)(9)(C) of the Bankruptcy Code. The treatment of Priority Non-Tax Claims
pursuant to Article III.B.2 of the Plan satisfies the requirements of section 1129(a)(9)(B) of the
Bankruptcy Code. Pursuant to the Plan, no holder of an Administrative Expense Claim is required
to file a proof of claim or request for payment of an administrative expense under section 503(b)
of the Bankruptcy Code. On the Effective Date or as soon thereafter as such Allowed
Administrative Expense Claims become due and payable according to their terms, unless otherwise
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agreed to by the holder of an Allowed Administrative Expense Claim and, as applicable, the
Debtors (with the consent of the DIP Lenders and the Secured Noteholders) or the Reorganized
Debtors, each holder of an Allowed Administrative Expense Claim (other than holders of
Professional Fee Claims, DIP Claims, and Priority Tax Claims) will receive in full and final
satisfaction, settlement, release, and discharge of, and, in exchange for, such holder’s
Administrative Expense Claim, (i) the amount of Cash equal to the unpaid amount of such Allowed
Administrative Expense Claim, or (ii) treatment otherwise consistent with the provisions of section
1129(a)(9) of the Bankruptcy Code.
U. Acceptance by Impaired Class (11 U.S.C. § 1129(a)(10)). As evidenced by
the Tabulation Declaration, Class 3 (Secured Note Claims) and Class 5 (SPA Rejection Unsecured
Claims) are Classes of Impaired Claims that have voted to accept the Plan by the requisite
majorities set forth in the Bankruptcy Code, determined without including any acceptance of the
Plan by any insider, thereby satisfying the requirements of section 1129(a)(10) of the Bankruptcy
Code.
V. Feasibility (11 U.S.C. § 1129(a)(11)). The information in the Disclosure
Statement, and the Silverman Declaration, and the evidence proffered or adduced at the Combined
Hearing (i) are persuasive and credible, (ii) have not been controverted by other evidence, and (iii)
establish that the Plan is feasible and that there is a reasonable prospect of the Reorganized Debtors
being able to meet their financial obligations under the Plan and their business in the ordinary
course, and that confirmation of the Plan is not likely to be followed by the liquidation or the need
for further financial reorganization of the Reorganized Debtors, thereby satisfying the
requirements of section 1129(a)(11) of the Bankruptcy Code.
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W. Payment of Fees (11 U.S.C. § 1129(a)(12)). All fees currently payable
under 28 U.S.C. § 1930, as determined by the Bankruptcy Code, have been or will be paid on or
before the Effective Date pursuant to Article II.A of the Plan, thereby satisfying the requirements
of section 1129(a)(12) of the Bankruptcy Code.
X. Continuation of Retiree Benefits (11 U.S.C. § 1129(a)(13)). In accordance
with Article IV.F, pursuant to section 1129(a)(13) of the Bankruptcy Code, from and after the
Effective Date, all retiree benefits (as such term is defined in section 1114 of the Bankruptcy
Code), if any, shall continue to be paid in accordance with applicable law. The Plan therefore
satisfies section 1129(a)(13) of the Bankruptcy Code.
Y. No Domestic Support Obligations (11 U.S.C. § 1129(a)(14)). None of the
Debtors is required by a judicial or administrative order, or by statute, to pay a domestic support
obligation. Accordingly, section 1129(a)(14) of the Bankruptcy Code is inapplicable in these
Chapter 11 Cases.
Z. Debtors Are Not Individuals (11 U.S.C. § 1129(a)(15)). The Debtors are
not individuals, and accordingly, section 1129(a)(15) of the Bankruptcy Code is inapplicable in
these Chapter 11 Cases.
AA. No Applicable Non-Bankruptcy Law Regarding Transfers (11 U.S.C.
§ 1129(a)(16)). The Debtors are each a moneyed, business, or commercial corporation, and
accordingly, section 1129(a)(16) of the Bankruptcy Code is inapplicable in these Chapter 11 Cases.
BB. No Unfair Discrimination; Fair and Equitable (11 U.S.C. § 1129(b)). Class
6 (Intercompany Claims) are conclusively deemed to not have accepted the Plan, and Class 7
(Equity Interests) are either conclusively presumed to have accepted the Plan or conclusively
deemed to have not accepted the Plan. Based upon the evidence proffered, adduced, and presented
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by the Debtors at the Combined Hearing, the Plan does not discriminate unfairly and is fair and
equitable with respect to the aforementioned Classes, as required by sections 1129(b)(1) and (b)(2)
of the Bankruptcy Code, because no holder of any interest that is junior to each such Class will
receive or retain any property under the Plan on account of such junior interest, and no holder of a
Claim or Interest in a Class senior to such Classes is receiving more than 100% recovery on
account of its Claim or Interest. Thus, the Plan may be confirmed notwithstanding the deemed
rejection of the Plan by these Classes.
CC. Only One Plan (11 U.S.C. § 1129(c)). The Plan is the only plan filed in
each of these Chapter 11 Cases, and accordingly, section 1129(c) of the Bankruptcy Code is
inapplicable in these Chapter 11 Cases.
DD. Principal Purpose of the Plan (11 U.S.C. § 1129(d)). The principal purpose
of the Plan is not the avoidance of taxes or the avoidance of the application of section 5 of the
Securities Act, and no governmental unit (as defined in Section 101(27) of the Bankruptcy Code)
has objected to the confirmation of the Plan on any such grounds. The Plan, therefore, satisfies
the requirements of section 1129(d) of the Bankruptcy Code.
EE. Small Business Case (11 U.S.C. § 1129(e)). Section 1129(e) is inapplicable
because these Chapter 11 Cases do not qualify as small business cases thereunder.
FF. Good Faith Solicitation (11 U.S.C. § 1125(e)). Based on the record before
the Court in these Chapter 11 Cases, including evidence presented at the Combined Hearing, the
Debtors and each of their respective Affiliates, agents, representatives, members, principals,
shareholders, officers, directors, employees, advisors, and attorneys have acted in good faith within
the meaning of section 1125(e) of the Bankruptcy Code in compliance with the applicable
provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any
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applicable law, rule, or regulation governing the adequacy of disclosure in connection with all their
respective activities relating to the solicitation of acceptances to the Plan and in the offer, issuance,
sale, and purchase of securities offered and sold under the Plan and any previous plan and therefore
are not, and on account of such offer, issuance, and solicitation will not be, liable at any time for
the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or
rejections of the Plan or the offer, issuance, sale, or purchase of the securities offered and sold
under the Plan, and are entitled to the protections afforded by section 1125(e) of the Bankruptcy
Code and, to the extent such parties are listed therein as Exculpated Parties, the exculpation
provisions set forth in Article VIII.C of the Plan.
GG. Satisfaction of Confirmation Requirements. Based upon the foregoing, the
Plan satisfies the requirements for confirmation set forth in section 1129 of the Bankruptcy Code.
HH. Likelihood of Satisfaction of Conditions Precedent to the Effective Date.
Each of the conditions precedent to the Effective Date, as set forth in the Plan, has been or is
reasonably likely to be satisfied or waived in accordance with the Plan.
II. General Settlement of Claims and Interests. As set forth in Article IV.A of
the Plan, upon the Effective Date, the provisions of the Plan shall constitute a good faith
compromise and settlement of all claims, interests and controversies belonging to the Debtors that
are resolved pursuant to the Plan, pursuant to section 1123 of the Bankruptcy Code and Bankruptcy
Rule 9019. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval
of the compromise or settlement of all such claims (including, for the avoidance of doubt,
(i) settlement of the SPA Rejection Unsecured Claims pursuant to the SPA Settlement Term Sheet,
(ii) the PLC Settlement, and (iii) the settlement of any other claims and interests pursuant to the
Restructuring Transactions, including as set forth on the Restructuring Transactions Exhibit),
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interests, and controversies, as well as a finding by the Bankruptcy Court that such compromise or
settlement is in the best interests of the Debtors and their Estates, and is fair, equitable, and is
within the range of reasonableness.
JJ. Implementation. All documents necessary to implement the Plan, including
the exhibits thereto, the PLC Settlement, the documents contained in the Plan Supplement, and all
other documents contemplated or required to be entered into and executed to effectuate the
Restructuring Transactions in accordance with the Plan and the Plan Supplement, including the
Restructuring Transactions Exhibit, are essential elements of the Plan, and entry into each such
document is in the best interests of the Debtors, the Estates, and holders of Claims and Interests.
The Debtors have exercised reasonable business judgment in deciding to enter into each such
document, and all such documents, including the fees, expenses, and other payments set forth
therein have been negotiated in good faith and at arm’s length, are supported by reasonably
equivalent value and fair consideration, and shall, upon completion of documentation and
execution, be valid, binding, and enforceable agreements, and are not and shall not be in conflict
with any federal or state law.
KK. Releases, Exculpation, and Injunction. The Court has jurisdiction to
approve the releases, exculpation, and injunctions set forth in Articles VIII.A, B, C, D, and E of
the Plan. Based upon the record in the Chapter 11 Cases and the evidence presented at the
Combined Hearing, such provisions (i) were integral to the agreement among the various parties
in interest, as reflected in the Plan, and are essential to the formulation and implementation of the
Plan, as provided in section 1123 of the Bankruptcy Code, (ii) confer substantial benefits on the
Debtors’ estates, (iii) are fair, equitable, and reasonable, and (iv) are in the best interests of the
Debtors, their estates, and parties in interest. The releases contained in Articles VIII.B and C of
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the Plan were disclosed and explained in the Combined Notice, the Ballots, and the Disclosure
Statement. The releases contained in Articles VIII.B and C of the Plan are consensual under
applicable law because the releases therein are provided only by holders of Impaired Claims and
Interests entitled to vote on the Plan who voluntarily and timely opted-in or otherwise consented
to the releases in the Plan. Accordingly, based upon the record of these Chapter 11 Cases, the
representations of the parties, and/or the evidence proffered, adduced, and/or presented at the
Combined Hearing, this Court finds that the releases, exculpation, and injunctions set forth in
Article VIII of the Plan are consistent with the Bankruptcy Code and applicable law. The failure
to implement the releases, exculpation, and injunctions would seriously impair the Debtors’ ability
to confirm the Plan.
LL. Good Faith. The Debtors and the Released Parties will be acting in good
faith if they proceed to (i) consummate the Plan and the agreements, settlements, transactions, and
transfers set forth therein, including in the PLC Settlement and the Plan Supplement (including the
Restructuring Transactions Exhibit), and the settlement of any other claims and interests pursuant
to the Restructuring Transactions, including as set forth on the Restructuring Transactions Exhibit)
and (ii) take any actions authorized and directed by this Confirmation Order.
MM. Retention of Jurisdiction. The Court may properly, and upon the Effective
Date shall, retain exclusive jurisdiction over all matters arising out of, and related to, the Chapter
11 Cases, including, without limitation, all matters arising from or related to the Plan, including
the PLC Settlement and the Restructuring Transactions (including the Restructuring Transactions
Exhibit), and including the matters set forth in Article XI of the Plan and section 1142 of the
Bankruptcy Code, provided, however, that on and after the Effective Date, this Court shall not
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retain exclusive jurisdiction over any disputes, rights, claims, interests, or controversies under the
Exit Facility or the exercise of the respective rights and remedies of parties thereunder.
NN. Exit Facility Documents. The Exit Facility is an essential element of the
Plan. The terms of the Exit Facility Documents were negotiated at arm’s length and in good faith
and without intent to hinder, delay, or defraud any creditor of the Debtors and are in the best
interests of the Debtors, the Reorganized Debtors, the Estates, and creditors. The entry into the
Exit Facility by the Reorganized Debtors and the execution, delivery, or performance by the
Debtors or the Reorganized Debtors, as the case may be, of the Exit Facility Documents and
granting of liens thereunder, and compliance by the Debtors or the Reorganized Debtors, as the
case may be, with the terms thereof are authorized by this Confirmation Order.
OO. New Common Equity Documents. The New Common Equity Documents
are an essential element of the Plan. The terms of the New Common Equity Documents were
negotiated at arms’ length, in good faith, and without intent to hinder, delay, or defraud any creditor
of the Debtors and are in the best interests of each of the Debtors, each of the Reorganized Debtors,
and each of the Debtors’ Estates, and creditors. The Confirmation Order authorizes the issuance
of the New Common Equity and the equity interests in New Common Equity HoldCo under the
Plan, the execution, delivery, or performance by the Debtors or the Reorganized Debtors of the
New Common Equity Documents, and compliance by the Debtors or the Reorganized Debtors
with the terms thereof.
PP. Free and Clear Necessary. The discharge of all Claims, Causes of Action,
and other interests as described in the Plan, and the release of all Liens, mortgages, deeds of trust,
pledges, charges, security interests, or other interests as described and Article VIII of the Plan are
necessary to implement the Plan, and are appropriate, fair, equitable, and reasonable and in the
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best interests of the Debtors, the Estates, Holders of Claims and Interests, and other Entities with
an interest in the Debtors’ property. The DIP Lenders, the Secured Noteholders and the Holders
of SPA Rejection Unsecured Claims would not have agreed to their respective treatment provided
in the Plan, including, without limitation, the Restructuring Transactions and the PLC Settlement,
absent which the Debtors, their Estates, creditors and other parties in interest would be adversely
impacted, if the Interests in each of the Reorganized Debtors were not issued and distributed, or
reinstated, and such Interests and the assets of the Debtors did not vest, free and clear of all Claims,
Liens, liabilities, Interests, rights and encumbrances as set forth in the Plan, including in Article
V.P. thereof, or if the Reorganized Debtors, RVL Corp., the Holders of Secured Note Claims, or
the SPA Rejection Unsecured Claims, or their respective designee(s) or affiliate(s) would, or in
the future could, be liable for any Claims, Liens, liabilities, Interests, rights or encumbrances which
are being discharged, as set forth in the Plan, including the PLC Settlement, the Plan Supplement,
and this Confirmation Order.
QQ. Secured Note Agent and DIP Agent. Based upon a review of the record,
the Secured Note Agent and the DIP Agent, each, diligently and in good faith, discharged its duties
and obligations pursuant to the Note Purchase Agreement and the DIP Credit Agreement, as
applicable, and otherwise conducted itself with respect to all matters in any way relating to the
Note Purchase Agreement and the DIP Credit Agreement, as applicable, with the same degree of
care and skill that a prudent person would exercise or use under the circumstances in the conduct
of his or her own affairs. Accordingly, subject to any obligation to make post-Effective Date
distributions or take such other action, if any, pursuant to the Plan on account of the Allowed DIP
Claims or Allowed Secured Note Claims, as applicable, and to otherwise exercise their rights and
discharge their obligations (if any) relating to the Claims arising under their respective debt
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instruments in accordance with the Plan, the Secured Note Agent and the DIP Agent each has
discharged its duties fully in accordance with the Note Purchase Agreement and the DIP Credit
Agreement, as applicable.
RR. Exit Fee. The Exit Fee (as defined in the DIP Credit Agreement) is an
essential element of the Plan. The terms of the Exit Fee were negotiated at arms’ length and in
good faith and without intent to hinder, delay, or defraud any creditor of the Debtors, and represent
an exercise of the Debtors’ prudent business judgment consistent with their fiduciary duties, and
payment of the Exit Fee is in the best interests of the Debtors, the Reorganized Debtors, the Estates,
and their creditors and will be deemed not to constitute a fraudulent conveyance, fraudulent
transfer, preferential transfer and will not otherwise be subject to avoidance, recharacterization, or
equitable subordination for any purpose whatsoever under the Bankruptcy Code or any applicable
non-bankruptcy law.
SS. New Organizational Documents. The New Organizational Documents are
necessary to the consummation of the Plan and the operation of the Reorganized Debtors and are
the result of good faith, arm’s length negotiations and shall, upon completion of documentation
and execution, thereof, be valid, binding, and enforceable agreements.
TT. Liquidation Analysis. The Liquidation Analysis attached to the Disclosure
Statement and the Markison Declaration demonstrates that the Debtors’ creditors and
equityholders will receive a greater distribution under the Plan than a hypothetical liquidation
under chapter 7 of the Bankruptcy Code.
UU. Valuation. Based on the valuation analysis set forth in the Disclosure
Statement and the Silverman Declaration, the valuation implied by the Restructuring Transactions
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is the best measure of the Reorganized Debtors’ value given the facts and circumstances of these
Chapter 11 Cases.
ORDER
ACCORDINGLY, IT IS HEREBY ORDERED, ADJUDGED, DECREED,
AND DETERMINED THAT:
1. Findings of Fact and Conclusions of Law. The above-referenced findings of fact
and conclusions of law are hereby incorporated by reference as though fully set forth herein and
shall constitute findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made
applicable herein by Bankruptcy Rule 9014. To the extent that any finding of fact shall be
determined to be a conclusion of law, it shall be deemed so, and vice versa.
2. Combined Hearing on Approval of Disclosure Statement and Confirmation of Plan.
In light of the fact that (i) the Plan provides that all Allowed Class 4 (General Unsecured Claims)
are unimpaired under section 1124 of the Bankruptcy Code, (ii) there is overwhelming acceptance
from the Voting Classes, and (iii) the Debtors’ need to emerge from the Chapter 11 Cases as
quickly as possible to ensure minimal potential disruption to the Debtors’ business and to minimize
the adverse impact of the chapter 11 filing on the Debtors and their estates, it was appropriate to
hold a Combined Hearing on shortened notice on the Debtors’ request for approval of the
Disclosure Statement and Solicitation Procedures, and confirmation of the Plan under sections
105(d)(2)(B)(vi) and 1125(g) and Bankruptcy Rule 3018(b).
3. Notice of the Combined Hearing. The Combined Notice, and service thereof,
complied with the terms of the Scheduling Order, was appropriate and satisfactory based upon the
circumstances of the Chapter 11 Cases, and was in compliance with the Bankruptcy Code, the
Bankruptcy Rules, and the Local Bankruptcy Rules.
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4. Solicitation. The Solicitation on the Plan complied with the Solicitation
Procedures, was appropriate and satisfactory based upon the circumstances of the Chapter 11
Cases, and was in compliance with the Bankruptcy Code, the Bankruptcy Rules, the Local
Bankruptcy Rules, and applicable non-bankruptcy law.
5. Ballots. The forms of Ballots attached to the Solicitation Affidavit are in
compliance with Bankruptcy Rule 3018(c), conform to Official Form Number 14, are consistent
with the Scheduling Order, and are approved in all respects.
6. Disclosure Statement. The Disclosure Statement (i) contains information of a kind
generally consistent with the disclosure requirements of applicable non-bankruptcy law (including
the Securities Act), (ii) contains “adequate information” (as such term is defined in section
1125(a)(1) and used in section 1126(b)(2) of the Bankruptcy Code) with respect to the Debtors,
the Plan, and the transactions contemplated therein, and (iii) is approved in all respects. To the
extent that the Debtors’ Solicitation prior to the Petition Date is deemed to constitute an offer of
new securities, the Debtors are exempt from the registration requirements of the Securities Act
(and of any equivalent state securities or “blue sky” laws) with respect to such solicitation under
Section 4(a)(2) of the Securities Act. Section 4(a)(2) of the Securities Act exempts from the
registration provisions under the Securities Act any transaction “by an issuer not involving any
public offering.” 15 U.S.C. § 77d(2). The Debtors took steps to ensure that the prepetition
solicitation of acceptances of holders of Claims entitled to vote on the Plan was made only to those
holders who are “Qualified Institutional Buyers” (as defined in Rule 144(a) of the Securities Act)
or accredited investors within the meaning of Rule 501(a) of Regulation D of the Securities Act.
As a result of the foregoing, there was no general solicitation in connection with the solicitation of
acceptances of the Plan. As such, the Debtors’ solicitation did not constitute a public offering
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because it falls within the exemption under Section 4(a)(2) of the Securities Act. Accordingly, the
Debtors’ prepetition solicitation complied with the requirements of section 1126(b)(1) of the
Bankruptcy Code and the Disclosure Statement is hereby APPROVED as providing holders of
Claims entitled to vote on the Plan with adequate information to make an informed decision as to
whether to vote to accept or reject the Plan in accordance with section 1125(a)(1) of the Bankruptcy
Code.
7. Confirmation of the Plan. The Plan and each of its provisions shall be, and hereby
are, CONFIRMED under section 1129 of the Bankruptcy Code. The documents contained in the
Plan Supplement, the PLC Settlement, and any other documents or agreements contemplated by
the Plan and the Plan Supplement (including the Restructuring Transactions Exhibit) to effectuate
the Plan (including the Restructuring Transactions), are authorized and approved. The terms of
the Plan, including the Restructuring Transactions, the Plan Supplement (including the
Restructuring Transactions Exhibit), and the PLC Settlement are incorporated by reference into
and are an integral part of this Confirmation Order.
8. Objections. All objections, responses to, and statements and comments, if any, in
opposition to, the Plan and/or the Disclosure Statement, respectively, other than those resolved or
withdrawn with prejudice in their entirety prior to, or on the record at, the Combined Hearing, shall
be, and hereby are, overruled in their entirety for the reasons stated on the record.
9. No Action. Pursuant to the appropriate provisions of the General Corporation Law
of the State of Delaware, other applicable non-bankruptcy law, and section 1142(b) of the
Bankruptcy Code, no action of the respective directors or stockholders of the Debtors shall be
required to authorize the Debtors to enter into, execute, deliver, file, adopt, amend, restate,
consummate, or effectuate, as the case may be, the Plan and any contract, instrument, or other
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document to be executed, delivered, adopted, or amended in connection with the implementation
of the Plan, including the Restructuring Transactions (including in accordance with the
Restructuring Transactions Exhibit) and the PLC Settlement.
10. General Settlement of Claims and Interests. The good faith compromise and
settlement of Claims and Interests and controversies, including as contemplated in connection with
the Restructuring Transactions (including in the Restructuring Transactions Exhibit) and as set
forth in the PLC Settlement, are incorporated into the Plan and subject to Article IV.A of the Plan
is hereby approved in all respects.
11. Sources of Consideration for Plan Distributions. Consideration necessary for the
Reorganized Debtors to make distributions pursuant to the Plan shall be obtained from existing
Cash balances of the Debtors (including proceeds of the DIP Facility), the New Common Equity
and the issuance of equity interests in New Common Equity HoldCo. RVL Corp. shall use the
Debtor Wind Down Amount to fund distributions to certain holders of Claims against RVL Corp.,
if any, entitled to receive Cash.
12. Authorization to Consummate. The Debtors are authorized to consummate the Plan
after the entry of this Confirmation Order subject to satisfaction or waiver (by the required parties,
including the DIP Lender and the Secured Noteholders) of the conditions precedent to the Effective
Date set forth in the Plan.
13. Exit Facility Documents. The Exit Facility, and all transactions contemplated
thereby, including any actions to be taken, any undertakings to be made, and obligations to be
incurred by the Reorganized Debtors in connection therewith, including the conversion of DIP
Loans and other DIP Obligations into Exit Facility Loans, and the payment of all fees, indemnities,
and expenses provided therein are approved in all respects. The Debtors and Reorganized Debtors,
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as applicable, are authorized and empowered to enter into and execute, without further approval
of this Court or any other party, and without the need for any further corporate action, the Exit
Facility Documents in accordance with the Plan (including the Restructuring Transactions
Exhibit). The loans and other extensions of credit contemplated by the Exit Facility Credit
Agreement and the granting of Liens to secure such loans and other extensions of credit are
approved and authorized in all respects. The holders of Liens under the Exit Facility Documents
are authorized to file, with the appropriate authorities, financing statements and other documents
(the “Exit Facility Perfection Documents”) or take any other action in order to evidence, validate,
and perfect such Liens or security interests. The granting of such Liens and security interests, the
making of such loans and other extensions of credit, the payment of any fees contemplated
thereunder, and the execution and consummation of the Exit Facility Documents and the Exit
Facility Perfection Documents have been and are being undertaken in good faith, for legitimate
business purposes, and for reasonably equivalent value, will be deemed not to constitute a
preference, fraudulent conveyance, or fraudulent transfer, and will not otherwise be subject to
avoidance, recharacterization, disallowance, reduction, subordination (whether equitable,
contractual, or otherwise), counterclaims, recoupment, cross-claims, defenses, or any other
challenges under or pursuant to the Bankruptcy Code or any other applicable domestic or foreign
law or regulation by any Person or entity. All fees, costs, and indemnities required to be paid
under the Exit Facility Credit Agreement, including all fees, costs, expenses, and indemnities
payable, shall be paid by the Reorganized Debtors without further order of the Court. As of the
Effective Date, and regardless of whether the Exit Facility Perfection Documents are filed prior
to, on, or after the Effective Date: (i) the Liens and security interests granted pursuant to the Exit
Facility Documents and Exit Facility Perfection Documents will constitute legal, valid, and
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enforceable Liens and security interests in the collateral granted thereunder in accordance with the
terms of the Exit Facility Documents; (ii) the Liens and security interests granted under or in
connection with the Exit Facility Documents will become or continue to be, as applicable, valid,
binding, and enforceable obligations of the Reorganized Debtors; and (iii) the Liens and security
interests granted under or in connection with the Exit Facility Documents shall be automatically
perfected by virtue of entry of this Confirmation Order, subject only to such Liens and security
interests as may be permitted under the Exit Facility Documents under the Bankruptcy Code or
any applicable non-bankruptcy law. Each of the Debtors, the Reorganized Debtors, and the
persons and Entities granted such Liens and security interests are authorized to make all filings
and recordings, and to obtain all governmental approvals and consents necessary to establish and
perfect such Liens and security interests under the provisions of the applicable state, provincial,
federal, or other law (whether domestic or foreign) that would be applicable in the absence of the
Plan and this Confirmation Order, and are authorized to cooperate and make all other filings and
recordings that otherwise would be reasonably necessary under applicable law to perfect and/or
give notice of such Liens and security interests to third parties. In the event an order dismissing
any of these Chapter 11 Cases is at any time entered, the liens securing the Exit Facility shall not
be affected and shall continue in full force and effect in all respects and shall maintain their priority
and perfected status as provided in the Exit Facility Documents until all obligations in respect
thereof have been paid and satisfied in full in cash.
14. Issuance and Distribution of the Equity Interests in New Common Equity Holdco.
The issuance of the equity interests in New Common Equity HoldCo shall be authorized without
the need for any further action and without any further action by the Holders of Claims or Interests
or the Debtors or the Reorganized Debtors, as applicable. The New Common Equity Documents
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shall authorize the issuance and distribution on the Effective Date of the equity interests in New
Common Equity HoldCo for the benefit of the Entities in Class 3 and Class 5 entitled to receive
the equity interests in New Common Equity HoldCo pursuant to the Plan. All of the New Common
Equity and the equity interests in New Common Equity HoldCo issued under the Plan shall be
duly authorized and validly issued. Holders of Allowed Secured Note Claims and Allowed SPA
Rejection Unsecured Claims shall be automatically deemed to have executed and accepted the
terms of each such applicable New Common Equity Document (in such person’s capacity as a
direct or indirect equity holder of the Reorganized Debtors) and to be party thereto without further
action. Each of the New Common Equity Documents shall be adopted on the Effective Date and
shall be deemed to be valid, binding and enforceable in accordance with its terms, and each holder
of equity interests in New Common Equity HoldCo shall be bound thereby. Each transfer,
distribution and issuance, as applicable, of the New Common Equity and the equity interests in
New Common Equity HoldCo under the Plan, including pursuant to the Restructuring Transactions
Exhibit, shall be governed by the terms and conditions set forth in the Plan applicable to such
transfer, distribution or issuance and by the terms and conditions of the instruments evidencing or
relating to such transfer, distribution or issuance, which terms and conditions shall bind each Entity
receiving such transfer, distribution or issuance.
15. Payment of Professional Fees and Expenses. On the Effective Date, the Debtors or
the Reorganized Debtors shall pay in Cash all accrued and unpaid reasonable and documented fees
and expenses of the DIP Agent, the DIP Lender, the Secured Note Agent and the Secured
Noteholders in accordance with the terms of the DIP Credit Agreement and the DIP Orders.
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16. Exit Fee. The Exit Fee (as defined in the DIP Credit Agreement) is hereby
approved and, on the Effective Date, the Debtors or Reorganized Debtors are authorized to pay the
Exit Fee to the DIP Lender as prescribed in the DIP Credit Agreement.
17. Exemption from Registration Requirements. The offering, issuance, and
distribution of any Securities, including the New Common Equity and the equity interests in New
Common Equity HoldCo, pursuant to the Plan will be exempt from the registration requirements
of section 5 of the Securities Act and any other applicable U.S. state or local law requiring
registration prior to offering, issuance, distribution, or sale of securities pursuant to section 1145
of the Bankruptcy Code or any other available exemption from registration under the Securities
Act, as applicable, as further described below. Pursuant to section 1145 of the Bankruptcy Code,
the New Common Equity and the equity interests in New Common Equity HoldCo issued under
the Plan will be freely transferable and will not be “restricted securities” under the Securities Act
by the recipients thereof, subject to: (a) the provisions of section 1145(b)(1) of the Bankruptcy
Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act and
compliance with any applicable state or foreign securities laws, if any, and the rules and regulations
of the United States Securities and Exchange Commission, if any, applicable at the time of any
future transfer of such Securities or instruments; (b) the New Common Equity Documents; and (c)
any other applicable regulatory approval.
18. Vesting of Assets in the Reorganized Debtors and RVL Corp.. Except as otherwise
expressly provided in this Confirmation Order or in the Plan, on the Effective Date, pursuant to
sections 1141(b) and (c) of the Bankruptcy Code, all property in each Estate, all Causes of Action,
and any property acquired by the applicable Debtors pursuant to the Plan shall vest in each
respective Reorganized Debtor or RVL Corp., as applicable, free and clear of all Liens, Claims,
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charges, other encumbrances, and interests; provided, for the avoidance of doubt, that any
remaining proceeds of the DIP Facility shall vest in the Reorganized Debtors free and clear of all
Liens, claims, and other interests, including any Claims and Interests. On and after the Effective
Date, except as otherwise provided in the Plan, each Reorganized Debtor and RVL Corp. (if
applicable), respectively, may operate its business and may use, acquire, or dispose of property,
enter into transactions, agreements, understandings or arrangements, whether in or other than in
the ordinary course of business and execute, deliver, implement and fully perform any and all
obligations, instruments, documents and papers or otherwise in connection with any of the
foregoing, and compromise or settle any Claims, Interests, or Causes of Action without supervision
or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or
Bankruptcy Rules in all respects. The transactions contemplated by the Plan, including the transfer
of any property or assets of the Debtors pursuant to the Plan shall not be avoidable, and no party
shall be entitled to any damages or other recovery in respect to the Plan, the PLC Settlement, or
the Plan Supplement (including, the Restructuring Transactions Exhibit), or the transactions
contemplated thereunder, including, without limitation, the Restructuring Transactions.
19. Cancellation of Certain Existing Securities and Agreements. Except for the
purpose of evidencing a right to and allowing Holders of Claims to receive a distribution under the
Plan and subject to the terms of the applicable agreement, except with respect to assumed
Executory Contracts and Unexpired Leases and except as otherwise set forth herein, or in the Plan
Supplement or any related agreement, instrument, or document, on the Effective Date, all
agreements, instruments, notes, certificates, indentures, mortgages, security documents, and other
instruments or documents evidencing or creating any prepetition Claim or Interest (collectively,
the “Cancelled Agreements”) (except that the following shall not be Cancelled Agreements: the
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agreements, instruments, notes, certificates, indentures, mortgages, security documents, and other
instruments or documents governing, relating to and/or evidencing any Claims or Interests
expressly Reinstated pursuant to the Plan) and any rights of any Holder in respect thereof shall be
discharged and cancelled and of no force or effect and the Debtors shall not have any continuing
obligations thereunder; provided, however, that each of the Cancelled Agreements shall continue
in effect solely for the purposes of (a) allowing Holders of Allowed Claims or Interests to receive
distributions under the Plan on account of such Allowed Claims or Interests and (b) allowing and
preserving the rights of the Secured Note Agent and the DIP Agent, as applicable, to (1) make
distributions on account of such Claims or Interests; (2) receive compensation and reimbursement
for any reasonable and documented fees and expenses incurred in connection with the
implementation, consummation, and defense of the Plan; (3) maintain, enforce, and exercise any
right or obligation to compensation, indemnification, expense reimbursement, or contribution, or
any other claim or entitlement that the DIP Agent, DIP Lender, Secured Noteholders, and Secured
Note Agent may have under the Plan, the applicable credit agreement, letters of credit, indentures,
collateral agreements, or pledge agreements; and (4) appear and raise issues in the Chapter 11
Cases or in any proceeding in the Bankruptcy Court or any other court after the Effective Date on
matters relating to the Plan or the applicable credit agreements or indentures, and defend,
compromise, settle or prosecute litigation in connection therewith; provided, further, that the
Secured Note Agent and DIP Agent may take such further action to implement the terms of this
Plan, including the Restructuring Transactions and the PLC Settlement, as agreed to with the
Debtors or the Reorganized Debtors, as applicable, with the consent of the Secured Noteholders
and the DIP Lender, to the extent not inconsistent with the Confirmation Order or the Plan.
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20. On and after the Effective Date, all duties, responsibilities or obligations of the
Holders of DIP Claims, the Secured Noteholders, or the Secured Note Agent, in each case under
(i) the Note Purchase Agreement and (ii) the DIP Credit Agreement and the other DIP Documents,
shall, in each case, be fully discharged, and such Persons shall have no rights or obligations arising
from or related to such agreements, instruments, Securities, or other documentation or the
cancellation thereof, except the rights provided for or expressly reserved pursuant to the Plan;
provided that the foregoing shall not apply to the extent applicable Claims are Reinstated;
provided, further, that notwithstanding anything to the contrary in the Plan, any and all rights or
obligations to compensation, indemnification, expense reimbursement, or contribution in (i) the
Note Purchase Agreement and (ii) the DIP Credit Agreement and the other DIP Documents, that,
in each case of the foregoing clauses (i) and (ii), by its terms survives termination of such
documents, shall survive the occurrence of the Effective Date and any such rights shall continue
and be fully enforceable against the Debtors or the Reorganized Debtors, as applicable, and such
rights and obligations shall not be discharged or released pursuant to the Plan or the Confirmation
Order; provided, further, that any fees (other than exit fees), costs, indemnities, or other amounts
due and owing to the Secured Note Agent under any applicable Note Documents shall be paid in
full in Cash on the Effective Date, provided that any such Secured Note Agent shall provide the
Debtors with no less than five days advance notice (or such shorter period as may be reasonably
agreed) of any such amounts. For the avoidance of doubt, the Debtors, the Reorganized Debtors,
RVL Corp., the DIP Agent, and the Secured Notes Agent may (x) make post-Effective Date
Distributions or take such other action to exercise their respective rights and discharge their
respective obligations relating to the interests of the Holders of such Claims in accordance with
the Plan and (y) take any other action necessary to cause the Plan to become effective, including
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by implementing the Restructuring Transactions set forth in this Plan and in the Restructuring
Transactions Exhibit.
21. New Organizational Documents. On or immediately prior to the Effective Date,
the applicable New Organizational Documents shall be automatically adopted by the applicable
Reorganized Debtors. To the extent required under the Plan or applicable non-bankruptcy law,
each of the Reorganized Debtors will file its New Organizational Documents with the applicable
authorities in its respective jurisdiction of organization. The New Organizational Documents will
prohibit the issuance of non-voting equity Securities, to the extent required under section
1123(a)(6) of the Bankruptcy Code. On or after the Effective Date, the Reorganized Debtors may
amend and restate their respective New Organizational Documents in accordance with the terms
thereof, and the Reorganized Debtors may file such amended certificates or articles of
incorporation, bylaws, or such other applicable formation documents, and other constituent
documents as permitted by the laws of their respective jurisdictions of incorporation or formation
and the New Organizational Documents.
22. Effectuating Documents; Further Transactions. Prior to the Effective Date, the
Debtors, and on and after the Effective Date, RVL Corp. and the Reorganized Debtors, and their
respective officers, directors, members, and managers (as applicable), are authorized to and may
issue, execute, deliver, file, or record to the extent not inconsistent with any provision of the Plan
such contracts, Securities, instruments, releases, and other agreements or documents and take such
actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms
and conditions of the Plan and the Securities issued pursuant to the Plan, including the
Restructuring Transactions and the Restructuring Transactions Exhibit, in the name of and on
behalf of the Debtors or RVL Corp. or the Reorganized Debtors, as applicable, without the need
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for any approvals, authorizations, actions, notices or consents except for those expressly required
pursuant to the Plan. As of the Effective Date, the Reorganized Debtors and RVL Corp. shall have
the power and authority, pursuant to section 505(b) of the Bankruptcy Code, to request an
expedited determination of any unpaid tax liability of any of the Debtors or their Estates for any
tax incurred during the administration of such Debtors, Chapter 11 Case, as determined under
applicable tax laws.
23. Authorization to Undertake Transactions. This Confirmation Order is deemed
approval of all actions contemplated by the Plan (including the Restructuring Transactions), the
PLC Settlement, and the Plan Supplement (including the Restructuring Transactions Exhibit) in
all respects, including, without limitation (i) the issuance or distribution of the New Common
Equity and the equity interests in New Common Equity HoldCo; (ii) the selection of the directors
and officers for the Reorganized Debtors; (iii) implementation of the Restructuring Transactions;
(iv) the winding down and dissolution of RVL Corp., and (v) all other actions contemplated by the
Plan (including the Restructuring Transactions), the PLC Settlement, and the Plan Supplement
(whether to occur before, on, or after the Effective Date) and the Restructuring Transactions
Exhibit (including, without limitation, the cancellation or unwinding of any asserted intercompany
claims or arrangements (including any Intercompany Claims) between and among any Debtors
and any non-Debtor affiliates, including by setoff or otherwise, and waiver by the Secured
Noteholders of all claims against non-Debtor RVL Pharmaceuticals plc and certain non-Debtor
subsidiaries under the Note Purchase Agreement). The foregoing authorizations and approvals
shall be effective notwithstanding applicable non-bankruptcy law.
24. Permits. To the maximum extent permitted under applicable law, the Reorganized
Debtors and RVL Corp., as applicable, shall be authorized, as of the Effective Date, to operate
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under any license, permit, registration and governmental authorization or approval of the
applicable Debtors, and to the extent necessary, all such licenses, permits, registrations and
governmental authorizations and approvals are deemed to have been, and hereby are, directed to
be vested in the Reorganized Debtors or RVL Corp., as applicable, as of the Effective Date.
25. Section 1146(a) Exemption. To the fullest extent permitted by section 1146(a) of
the Bankruptcy Code, any transfers (whether from a Debtor to a Reorganized Debtor or to any
other person) of property under the Plan or pursuant to: (a) the issuance, distribution, transfer, or
exchange of any debt, Equity Security, or other Interest in the Debtors or the Reorganized Debtors,
including the New Common Equity and the equity interests in New Common Equity HoldCo, and
the Exit Facility; (b) the Restructuring Transactions; (c) the creation, modification, consolidation,
termination, refinancing, and/or recording of any mortgage, deed of trust, or other security interest,
or the securing of additional indebtedness by such or other means; (d) the making, assignment, or
recording of any lease or sublease; (e) the grant of collateral as security for any or all of the Exit
Facility; or (f) the making, delivery, or recording of any deed or other instrument of transfer under,
in furtherance of, or in connection with, the Plan, including any deeds, bills of sale, assignments,
or other instrument of transfer executed in connection with any transaction arising out of,
contemplated by, or in any way related to the Plan, shall not be subject to any document recording
tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax,
sale or use tax, mortgage recording tax, Uniform Commercial Code filing or recording fee,
regulatory filing or recording fee, or other similar tax or governmental assessment, and upon entry
of the Confirmation Order, the appropriate state or local governmental officials or agents shall
forego the collection of any such tax or governmental assessment and shall be authorized to accept
for filing and recordation any of the foregoing instruments or other documents without the payment
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of any such tax, recordation fee, or governmental assessment. All filing or recording officers (or
any other person with authority over any of the foregoing), wherever located and by whomever
appointed, shall comply with the requirements of section 1146(c) of the Bankruptcy Code, shall
forego the collection of any such tax or governmental assessment, and shall be authorized to accept
for filing and recordation any of the foregoing instruments or other documents without the payment
of any such tax or governmental assessment.
26. Directors, Managers and Officers of the Reorganized Debtors. As of the Effective
Date, the terms of the current members of the board of directors of RVL Pharmaceutical, Inc. and
manager of RVL Pharmacy, LLC shall expire, and the new directors, managers and officers of the
Reorganized Debtors shall be appointed. Except to the extent that a current member of the board
of directors of RVL Pharmaceutical, Inc. or manager of RVL Pharmacy, LLC is designated to
serve as a director, manager, or sole manager of the applicable Reorganized Debtor, the current
members of the board of directors of RVL Pharmaceutical, Inc. and manager of RVL Pharmacy,
LLC prior to the Effective Date, in their capacities as such, shall have no continuing obligations
to such Debtors on or after the Effective Date, and each such director and/or manager, as
applicable, shall be deemed to have resigned or shall otherwise cease to be a director or manager,
as applicable, of RVL Pharmaceutical, Inc. and RVL Pharmacy, LLC on the Effective Date. Each
of the directors, managers, sole managers and officers of each of the Reorganized Debtors shall
serve pursuant to the terms of the applicable New Organizational Documents of such Reorganized
Debtor and may be designated, replaced, or removed in accordance with such New Organizational
Documents.
27. Restructuring Transactions. On or after the Confirmation Date or as soon as
reasonably practicable thereafter, the Debtors, RVL Corp., or the Reorganized Debtors, as
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applicable, are authorized to take all actions set forth in the Restructuring Transactions Exhibit,
and may enter into any transactions and take all actions as may be necessary or appropriate to
effect the transactions described in, approved by, contemplated by, or necessary to, effectuate the
Plan, including the Restructuring Transactions and the PLC Settlement, under and in connection
with the Plan and this Confirmation Order, including (i) the execution and delivery of appropriate
agreements or other documents of merger, amalgamation, consolidation, restructuring,
reorganization, conversion, disposition, transfer, arrangement, continuance, dissolution, sale,
purchase, or liquidation containing terms that are consistent with the terms of the Plan, including
such transactions as are acceptable to the DIP Lender and the Secured Noteholders to effect (a) the
issuance and distribution of the New Common Equity indirectly through the issuance and
distribution of New Common Equity HoldCo, (b) the incurrence by the Reorganized Debtors or
an Affiliate thereof of the debt under the Exit Facility and execution and delivery of the Exit
Facility Documents and the refinancing of the DIP Claims with the Exit Facility, and (c) the
guaranty of the Exit Facility by the Reorganized Debtors; (ii) the execution and delivery of
appropriate instruments of transfer, assignment, assumption, contribution, release, or delegation
of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the
Plan (including the Restructuring Transactions Exhibit); (iii) the filing of appropriate bylaws,
certificates or articles of incorporation (or similar documents governing the shares, membership
interests, limited or general partnership interests, certificates, notes, purchase rights, options,
warrants, or other instruments evidencing or creating any indebtedness or obligation of, or direct
or indirect ownership interest in, the Reorganized Debtors), reincorporation, merger,
consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to
applicable state or law; (iv) the making of any applicable tax elections; and (v) all other actions
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that the Debtors determine to be necessary or appropriate, including making filings or recordings
that may be required by applicable law in connection with the Plan (collectively, the “Restructuring
Transactions”). The Restructuring Transactions are authorized to be structured in a manner that
takes into account the tax position of creditors and the Reorganized Debtors.
28. Each of the matters provided for by the Plan involving the corporate structure of
the Reorganized Debtors and/or the Debtors or corporate or related actions to be taken by or
required of the Reorganized Debtors, whether taken prior to or as of (or in the case of (f) below,
after) the Effective Date, are deemed authorized and approved in all respects without the need for
any further action and without any further action by the Reorganized Debtors or the Debtors, as
applicable. Such actions may include, among others, the following: (a) the adoption and filing of
the New Organizational Documents; (b) the selection of the directors, managers, and officers for
the Reorganized Debtors, including the appointment of the Reorganized Board; (c) the
authorization, issuance, and distribution of New Common Equity and the equity interests in New
Common Equity HoldCo; (d) the assumption of Executory Contracts or Unexpired Leases; (e) the
entry into the Exit Facility, and the execution and delivery of the Exit Facility Documents; and
(f) the adoption of the Management Incentive Plan on terms and conditions determined by the
Reorganized Board.
29. Dissolution of RVL Corp. On and after the Effective Date, RVL Corp. shall have
the power and authority to take any action necessary to wind down and dissolve RVL Corp., and
such dissolution may occur on or immediately after the Effective Date. Upon the filing of a
certificate dissolution for RVL Corp. with the Secretary of State of Delaware, RVL Corp. shall be
deemed automatically dissolved for all purposes. The filing by RVL Corp. of such certificate of
dissolution shall be authorized and approved in all respects without further action under applicable
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law, regulation, order, or rule, including, without limitation, any action by the stockholders and
board of directors of RVL Corp.
30. Administrative Expense Claims. On the Effective Date or as soon thereafter as
such Allowed Administrative Expense Claims become due and payable according to their terms,
unless otherwise agreed to by the holder of an Allowed Administrative Expense Claim and the
Debtors (with the consent of the DIP Lender and the Secured Noteholders) or the Reorganized
Debtors, as applicable, each holder of an Allowed Administrative Expense Claim (other than
holders of Professional Fee Claims, DIP Claims, and Priority Tax Claims) will receive in full and
final satisfaction, settlement, release, and discharge of, and, in exchange for, such holder’s
Administrative Expense Claim (i) an amount of Cash equal to the unpaid amount of such Allowed
Administrative Expense Claim, or (ii) receive treatment as is consistent with the provisions of
section 1129(a)(9) of the Bankruptcy Code.
31. Professional Claims. All Professionals or other Entities requesting compensation
or reimbursement of expenses pursuant to sections 327, 328, 330, 331, 503(b), or section 1103 of
the Bankruptcy Code for services rendered before the Effective Date (including any compensation
requested by any Professional or any other Entity for making a substantial contribution in the
Chapter 11 Cases) shall file and serve final requests for payment of Professional Fee Claims no
later than the first Business Day that is forty-five (45) days after the Effective Date. Objections to
any Professional Fee Claim must be filed and served on the Reorganized Debtors and the
applicable Professional within thirty (30) days after the filing of the final fee application with
respect to the Professional Fee Claim. Any such objections that are not consensually resolved may
be set for hearing on twenty-one (21) days’ notice by the Professional asserting such Professional
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Fee Claim. The Reorganized Debtors shall pay Professional Fee Claims in Cash in the amount the
Bankruptcy Court allows.
32. From and after the Confirmation Date, any requirement that Professionals comply
with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or
compensation for services rendered after such date shall terminate, and RVL Corp. and the
Reorganized Debtors may employ and pay any Professional in the ordinary course of business
without any further notice to or action, order, or approval of the Bankruptcy Court.
33. On the Effective Date, the Reorganized Debtors shall establish (if not already
established) and fund the Professional Fee Escrow Account with Cash equal to the Professional
Fee Reserve Amount, less any amounts previously funded into the Professional Fee Escrow
Account (or the Funded Reserve Account (as defined in the DIP Orders) in accordance with the
DIP Orders). The Professional Fee Escrow Account shall be maintained in trust solely for the
benefit of the Professionals, subject to any remaining amount in the Professional Fee Escrow
Account being promptly paid to Reorganized RVL Pharmaceuticals, Inc. after all Allowed
amounts owing to Professionals have been paid in full. Subject to the rights of the Reorganized
Debtors to such remaining amount in the Professional Fee Escrow Account, such funds shall not
be considered property of the Estates of the Debtors, RVL Corp. or the Reorganized Debtors. No
Liens, Claims, or Interests shall encumber the Professional Fee Escrow Account in any way,
subject to any remaining amount in the Professional Fee Escrow Account being promptly paid to
the Reorganized Debtors after all Allowed amounts owing to Professionals have been paid in full.
The Reorganized Debtors shall be obligated to pay Allowed Professional Fee Claims through the
Effective Date in excess of the Professional Fee Escrow Amount, to the extent such Allowed
Professional Fee Claims are incurred prior to the Effective Date by the Professionals, in each case,
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solely in their respective capacities as advisors to the Debtors. The amount of Professional Fee
Claims owing to the Professionals shall be paid in Cash to such Professionals from funds held in
the Professional Fee Escrow Account when such Professional Fee Claims are Allowed by an Order
of the Bankruptcy Court; provided that in the event the Professional Fee Reserve Amount is
insufficient to satisfy the Professional Fee Claims, the Reorganized Debtors shall be required to
satisfy the Allowed amounts of the remainder of any outstanding Professional Fee Claim, to the
extent such Allowed Professional Fee Claims are incurred prior to the Effective Date by the
Professionals in their respective capacities as advisors to the Debtors. When all such Allowed
amounts owing to Professionals have been paid in full, any remaining amount in the Professional
Fee Escrow Account shall promptly be paid to Reorganized RVL Pharmaceuticals, Inc. without
any further action or order of the Bankruptcy Court or any other Entity. Neither the Debtors nor
the Reorganized Debtors shall be responsible for any Professional Fees incurred after the Effective
Date. The sole recourse of the Professionals with respect to any such fees shall be the Debtor
Wind Down Amount or the Wind Down Amount, as applicable.
34. Treatment of DIP Claims. On the Effective Date, the DIP Claims shall be Allowed
in full, in the aggregate principal amount of $17,500,000 (less any principal amounts paid prior to
the Effective Date) plus all accrued and unpaid interest under the DIP Credit Agreement (and any
unpaid fees, costs, and expenses, including, without limitation, the Exit Fee (as defined in the DIP
Credit Agreement)). On the Effective Date, (i) so long as no Event of Default (as defined in the
DIP Credit Agreement) shall have occurred, (x) the Wind Down Amount shall be funded into the
Wind Down Reserve (provided that when all distributions permitted under the Wind Down Budget
shall have been made, any remaining amount in the Wind Down Reserve shall promptly be paid
to Reorganized RVL Pharmaceuticals, Inc. or its designee, in each case without any further action
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or order of the Bankruptcy Court or any other Entity) and (y) the Debtor Wind Down Amount shall
remain with (or shall be transferred to) RVL Corp. for any wind down costs related to RVL Corp.
(provided that, if any portion of the Debtor Wind Down Amount remains unused upon completion
of the wind down of RVL Corp., any such remaining amount shall promptly be paid to Reorganized
RVL Pharmaceuticals, Inc.), and (ii) pursuant to the Restructuring Transactions, the DIP Claims
will be refinanced with, or exchanged for, the Exit Facility and all Liens and security interests
granted to secure the obligations arising under the DIP Credit Agreement shall continue, remain
in effect, and be deemed to secure the obligations under the Exit Facility, subject to the terms and
conditions of the Exit Facility Documents.
35. Priority Tax Claims. On the Effective Date, except to the extent that a holder of an
Allowed Priority Tax Claim and the Debtors (with the consent of the DIP Lender and the Secured
Noteholders) or the Reorganized Debtors, as applicable, agrees to a less favorable treatment, in
full and final satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed
Priority Tax Claim, each holder of such Allowed Priority Tax Claim shall be treated in accordance
with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code and, for the avoidance of
doubt, holders of Allowed Priority Tax Claims shall receive interest on such Allowed Priority Tax
Claims after the Effective Date in accordance with sections 511 and 1129(a)(9)(C) of the
Bankruptcy Code.
36. Subordination. Except as otherwise expressly provided in the Plan, any Plan
Transaction Document, this Confirmation Order, or a separate order of this Court, the allowance,
classification, and treatment of all Allowed Claims and Allowed Interests and the respective
distributions under the Plan take into account and conform to the relative priority and rights of
Claims and Interests in each Class in connection with any contractual, legal, and equitable
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subordination rights, whether arising under general principles of equitable subordination, section
510 of the Bankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, RVL
Corp. and the Reorganized Debtors, as applicable, in each case with the consent of the DIP Lender
and the Secured Noteholders, reserve the right to re-classify any Allowed Claim or Allowed
Interest in accordance with any contractual, legal, or equitable subordination relating thereto.
37. Executory Contracts and Unexpired Leases.
(a) In accordance with Article V of the Plan, as of the Effective Date, each
Executory Contract and Unexpired Lease that has otherwise not been rejected
(as set forth in the Rejected Contracts and Leases Schedule) shall be deemed
assumed by the applicable Debtor, without the need for any further notice to or
action, order, or approval of the Bankruptcy Court, as of the Effective Date
under section 365 of the Bankruptcy Code. The assumption of Executory
Contracts and Unexpired Leases hereunder may include the assignment of
certain of such contracts to Affiliates. The Confirmation Order will constitute
an order of the Bankruptcy Court approving the above-described assumptions
and assignments. Except as otherwise provided herein or agreed to by the
Debtors, and the applicable counterparty, each assumed Executory Contract or
Unexpired Lease shall include all modifications, amendments, supplements,
restatements, or other agreements related thereto, and all rights related thereto,
if any, including all easements, licenses, permits, rights, privileges, immunities,
options, rights of first refusal, and any other interests. Modifications,
amendments, supplements, and restatements to prepetition Executory Contracts
and Unexpired Leases that have been executed by the Debtors during the
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Chapter 11 Cases shall not be deemed to alter the prepetition nature of the
Executory Contract or Unexpired Lease or the validity, priority, or amount of
any Claims that may arise in connection therewith. On the Effective Date, in
accordance with the SPA Settlement Term Sheet, the VOOM License shall be
deemed assumed by the Reorganized Debtors.
(b) The Confirmation Order shall constitute the Bankruptcy Court’s approval of the
rejection of all the leases and contracts identified in the Rejected Contracts and
Leases Schedule. On the Effective Date, the Stock Purchase Agreement will
be deemed rejected and, in accordance with that certain prepetition settlement
reached with certain of the Holders of SPA Rejection Unsecured Recovery
Claims pursuant to the SPA Settlement Term Sheet, other than the SPA
Rejection Unsecured Recovery, such Holders shall be entitled to no Claim
against the applicable Debtors, the Reorganized Debtors, or RVL Corp., and no
distribution or recovery on account of, any purported rejection damages Claim.
Insurance Policies. Each of the Debtors’ insurance policies and any
agreements, documents, or instruments relating thereto are treated as Executory
Contracts under the Plan. Unless otherwise provided in the Plan, on the
Effective Date, the Debtors shall be deemed to have assumed all insurance
policies and any agreements, documents, and instruments relating to coverage
of all insured Claims.
38. Compensation and Benefit Plans. As of the Effective Date, unless specifically
rejected by a Final Order of the Bankruptcy Court or otherwise specifically provided for herein,
all employment and severance policies, workers’ compensation programs, and all compensation
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and benefit plans, policies, and programs of the Debtors applicable to its present and former
employees, officers, and directors, including all health care plans, disability plans, severance
benefit plans, and incentive plans, shall be deemed to be, and shall be treated as though they are,
Executory Contracts that are deemed assumed under the Plan, and the Debtors’ obligations under
such plans, policies, and programs, shall be deemed assumed pursuant to section 365(a) of the
Bankruptcy Code, survive Confirmation of the Plan, remain unaffected thereby, and not be
discharged in accordance with section 1141 of the Bankruptcy Code. Any defaults existing under
any of such plans, policies, and programs shall be cured promptly after they become known by
RVL Corp. or the Reorganized Debtors, as applicable.
39. Reservation of Rights. Nothing contained in the Plan or the Plan Supplement shall
constitute an admission by the Debtors or any other party that any such contract or lease is in fact
an Executory Contract or Unexpired Lease or that RVL Corp. or any Reorganized Debtor has any
liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory
or unexpired at the time of assumption or rejection, the Debtors or the Reorganized Debtors, as
applicable, shall have forty-five (45) days following entry of a Final Order resolving such dispute
to alter their treatment of such contract or lease.
40. Release, Exculpation, Discharge and Injunction Provisions. Articles VIII.A
(Discharge of Claims and Termination of Interests), VIII.B (Releases by the Debtors), VIII.C
(Releases by Holders of Claims and Interests), VIII.D (Exculpation), VIII.E (Injunction) and
related provisions of the Plan are hereby approved and authorized in their entirety.
41. PLC Settlement. Upon entry of this Confirmation Order, the PLC Settlement as
attached hereto as Exhibit B and as set forth in the Plan, is hereby authorized and approved, and
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all actions to be taken, undertakings to be made, and obligations to be incurred with respect thereto,
and all releases and injunctions set forth therein are authorized and approved.
42. Protection Against Discriminatory Treatment. In accordance with section 525 of
the Bankruptcy Code, and consistent with paragraph 2 of Article VI of the United States
Constitution, no Governmental Unit shall discriminate against any Reorganized Debtor, or any
Entity with which a Reorganized Debtor has been or is associated, solely because such
Reorganized Debtor was a Debtor under Chapter 11, may have been insolvent before the
commencement of the Chapter 11 Cases (or during the Chapter 11 Cases but before such Debtor
was granted or denied a discharge), or has not paid a debt that is dischargeable in the Chapter 11
Cases.
43. Recoupment. In no event shall any holder of Claims or Interests be entitled to
recoup any Claim or Interest against any claim, right, or Cause of Action of the Debtors or the
Reorganized Debtors, as applicable, unless such holder actually has performed such recoupment
and provided notice thereof in writing to the Debtors on or before the Confirmation Date,
notwithstanding any indication in any Proof of Claim or Interest or otherwise that such holder
asserts, has, or intends to preserve any right of recoupment.
44. Reimbursement or Contribution. If the Bankruptcy Court allows or disallows a
Claim for reimbursement or contribution of an Entity pursuant to section 502(e)(1)(B) of the
Bankruptcy Code, then to the extent that such Claim is contingent as of the time of allowance or
disallowance, such Claim shall be forever disallowed and expunged notwithstanding section 502(j)
of the Bankruptcy Code, unless prior to the Confirmation Date: (1) such Claim has been
adjudicated as non-contingent; or (2) the relevant holder of a Claim has filed a non-contingent
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Proof of Claim on account of such Claim and a Final Order has been entered prior to the
Confirmation Date determining such Claim as no longer contingent.
45. Release of Liens. Except (a) with respect to the Liens securing the Exit Facility
and Other Secured Claims (depending on the treatment of such Claims), or (b) as otherwise
provided herein or in any contract, instrument, release, or other agreement or document created
pursuant to the Plan, on the Effective Date, all mortgages, deeds of trust, Liens, pledges, or other
security interests against any property of the Estates shall be fully released and discharged, and the
holders of such mortgages, deeds of trust, Liens, pledges, or other security interests shall execute
such documents as may be reasonably requested by the Debtors or the Reorganized Debtors, as
applicable, to reflect or effectuate such releases, and all of the right, title, and interest of any holder
of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to the
Reorganized Debtors and their successors and assigns.
46. Conditions Precedent to Effective Date. The Plan shall not become effective unless
and until all conditions set forth in Article IX.A of the Plan have been satisfied or waived pursuant
to Article IX.B of the Plan.
47. Immediate Binding Effect. Subject to Article IX.A of the Plan and notwithstanding
Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the Effective
Date, the terms of the Plan and the Plan Supplement shall be immediately effective and enforceable
and deemed binding upon the Debtors, the Reorganized Debtors, and any and all holders of Claims
or Interests (irrespective of whether such Claims or Interests are deemed to have accepted the
Plan), all Entities that are parties to or are subject to the settlements, compromises, releases,
discharges, and injunctions described in the Plan (including, without limitation, as provided in the
PLC Settlement and the Restructuring Transactions Exhibit), each Entity acquiring property under
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the Plan, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with
the Debtors.
48. Payment of Statutory Fees. All fees due and payable pursuant to section 1930 of
Title 28 of the United States Code together with the statutory rate of interest set forth in section
3717 of Title 31 of the United States Code to the extent applicable prior to the Effective Date shall
be paid by the Debtors on the Effective Date or as soon as practicable thereafter. After the
Effective Date, until their respective Chapter 11 Cases are closed, all Quarterly Fees shall be paid
by RVL Corp. and the Reorganized Debtors, as applicable, when due and payable. The Debtors
shall file all monthly operating reports due prior to the Effective Date when they become due,
using UST Form 11-MOR. After the Effective Date, until their respective Chapter 11 Cases are
closed, the Reorganized Debtors and RVL Corp., as applicable, shall file with the Bankruptcy
Court separate UST Form 11-PCR reports when they become due. Each of the Debtors, RVL
Corp., and the Reorganized Debtors, as applicable, shall remain obligated to pay Quarterly Fees
to the United States Trustee for the District of Delaware (the “U.S. Trustee”) until the earliest of
that particular Debtor’s Chapter 11 Case being closed, dismissed, or converted to a case under
Chapter 7 of the Bankruptcy Code.
49. Retention of Jurisdiction. Notwithstanding the entry of this Confirmation Order
and the occurrence of the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction
over all matters arising out of, or related to, the Chapter 11 Cases and the Plan pursuant to sections
105(a) and 1142 of the Bankruptcy Code, as set forth in Article XI of the Plan.
50. Documents, Mortgages, and Instruments. Each federal, state, commonwealth,
local, foreign, or other governmental agency is hereby authorized to accept any and all documents,
mortgages, and instruments necessary or appropriate to effectuate, implement, or consummate the
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transactions, including the Restructuring Transactions and the PLC Settlement, contemplated in
the Plan and the Plan Supplement (including the Restructuring Transactions Exhibit) and this
Confirmation Order.
51. Reversal/Stay/Modification/Vacatur of Order. Except as otherwise provided in this
Confirmation Order, if any or all of the provisions of this Confirmation Order or the Plan are
hereafter reversed, modified, vacated, or stayed by subsequent order of this Court, or any other
court, such reversal, stay, modification, or vacatur shall not affect the validity or enforceability of
any act, obligation, indebtedness, liability, priority, or lien incurred or undertaken by the Debtors,
RVL Corp., or the Reorganized Debtors, as applicable, prior to the effective date of such reversal,
stay, modification, or vacatur including, without limitation, (i) the validity of any obligation,
indebtedness or liability incurred by the Reorganized Debtors under the Exit Facility Documents,
or (ii) the validity and enforceability of the liens securing the Exit Facility. Notwithstanding any
such reversal, stay, modification, or vacatur, of this Confirmation Order, any such act or obligation
incurred or undertaken pursuant to, or in reliance on, this Confirmation Order prior to the effective
date of such reversal, stay, modification, or vacatur shall be governed in all respects by the
provisions of this Confirmation Order, the Plan, the New Organizational Documents, or any
amendments or modifications to the foregoing.
52. Nonseverability. The provisions of the Plan and this Confirmation Order (including
its release, injunction, exculpation, and compromise provisions) are mutually dependent and non-severable. The Confirmation Order shall constitute a judicial determination and shall provide that
each term and provision of the Plan is: (a) valid and enforceable pursuant to its terms; (b) integral
to the Plan and may not be deleted or modified without the consent of the Debtors, the DIP Lender
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and the Secured Noteholders, consistent with the terms set forth herein; and (c) nonseverable and
mutually dependent.
53. Headings. Headings utilized herein are for convenience and reference only, and do
not constitute a part of the Plan or this Confirmation Order for any other purpose.
54. Governing Law. Unless a rule of law or procedure is supplied by federal law
(including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the
laws of the State of New York, without giving effect to the principles of conflict of laws, shall
govern the rights, obligations, construction, and implementation of the Plan, any agreements,
documents, instruments, or contracts executed or entered into in connection with the Plan (except
as otherwise set forth in those agreements, in which case the governing law of such agreement
shall control); provided, however, that corporate governance matters relating to the Debtors or the
Reorganized Debtors, as applicable, shall be governed by the laws of the state of incorporation or
formation of the relevant Debtor or Reorganized Debtor, as applicable.
55. Applicable Non-Bankruptcy Law. Pursuant to sections 1123(a) and 1142(a) of the
Bankruptcy Code, the provisions of this Confirmation Order, the Plan, the New Organizational
Documents, and any other related documents or any amendments or modifications thereto shall
apply and be enforceable notwithstanding any otherwise applicable non-bankruptcy law.
56. Waiver of Filings. Any requirement under section 521 of the Bankruptcy Code or
Bankruptcy Rule 1007 obligating the Debtors to file any list, schedule, or statement with the Court
or the U.S. Trustee (except for monthly operating reports or any other post-confirmation reporting
obligation to the U.S. Trustee), is hereby waived as to any such list, schedule, or statement not
filed as of the entry of this Confirmation Order.
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57. Governmental Approvals Not Required. This Confirmation Order shall constitute
all approvals and consents required, if any, by the laws, rules, or regulations of any state or other
governmental authority with respect to the implementation or consummation of the Plan (including
the Restructuring Transactions and the dissolution of RVL Corp.), the Plan Supplement (including
the Restructuring Transactions Exhibit), the PLC Settlement, and Disclosure Statement, any
documents, instruments, or agreements (including the New Organizational Documents), and any
amendments or modifications thereto, and any other acts referred to in, or contemplated by, the
Plan (including the Restructuring Transactions), the Plan Supplement (including the Restructuring
Transactions Exhibit), the PLC Settlement, and the Disclosure Statement.
58. Notice of Order. In accordance with Bankruptcy Rules 2002 and 3020(c), as soon
as reasonably practicable after the Effective Date, the Debtors shall serve notice of the entry of
this Confirmation Order and occurrence of the Effective Date, substantially in the form attached
hereto as Exhibit C, to all parties who hold a Claim or Interest in these cases and the U.S. Trustee.
Such notice is hereby approved in all respects and shall be deemed good and sufficient notice of
entry of this Confirmation Order.
59. Waiver of Section 341(a) Meeting and Schedules and Statements. Consistent with
paragraphs 17 and 18 of the Scheduling Order, the U.S. Trustee shall not be required to convene a
meeting under section 341(a) of the Bankruptcy Code and any requirement under section 541 of
the Bankruptcy Code or Bankruptcy Rule 1007 obligating the Debtors, RVL Corp., and/or the
Reorganized Debtors, as applicable, file any list, schedule, or statement with the Bankruptcy Court
or the U.S. Trustee shall be permanently waived, in each case upon the occurrence of the Effective
Date on or before December 11, 2023.
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60. Termination of Challenge Period. The time within which to commence a Challenge
(as defined in the Final DIP Order) is terminated as of the date hereof, and the stipulations,
admissions, findings, and releases contained in the Final DIP Order shall be binding on the
Debtors’ estates and all parties in interest.
61. Final Order. This Confirmation Order is a final order and the period in which an
appeal must be filed shall commence upon the entry hereof.
62. Separate Confirmation Order. This Confirmation Order shall be a separate
Confirmation Order with respect to each of the Debtors and in each of the Debtor’s separate
Chapter 11 Case.
63. Substantial Consummation. On the Effective Date, the Plan shall be deemed to be
substantially consummated under sections 1101 and 1127 of the Bankruptcy Code.
64. Effect of Non-Occurrence of Effective Date. If it is determined by the Debtors, the
DIP Lenders and the Secured Noteholders that the Effective Date shall not and cannot occur, the
Plan shall be null and void in all respects, and nothing contained in the Plan (including the Plan
Supplement or the PLC Settlement) or the Disclosure Statement shall: (a) constitute a waiver or
release of any claims by the Debtors, any holders of Claims or Interests, the DIP Agent, the DIP
Lender, the Secured Note Agent or any Secured Noteholders, or any other Entity; (b) prejudice in
any manner the rights of the Debtors, DIP Agent, DIP Lender, Secured Noteholders, Secured Note
Agent, any other holders of Claims or Interests, or any other Entity or (c) constitute an admission,
acknowledgment, offer, or undertaking by the Debtors, the DIP Agent, DIP Lender, Secured
Noteholders, Secured Note Agent, any other holders of Claims or Interests, or any other Entity, in
any respect.
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65. Waiver of Stay. The stay of this Confirmation Order provided by any Bankruptcy
Rule (including Bankruptcy Rule 3020(e)), whether for fourteen (14) days or otherwise, is hereby
waived, and this Confirmation Order shall be effective and enforceable immediately upon its entry
by the Court.
66. Successors and Assigns. The rights, benefits, and obligations of any Entity named
or referred to in the Plan shall be binding on, and shall inure to the benefit of any heir, executor,
administrator, successor or assign, Affiliate, officer, director, agent, representative, attorney,
beneficiaries, or guardian, if any, of each Entity. Notwithstanding anything to the contrary herein
or in the Plan, none of the DIP Agent, the DIP Lender, the Senior Note Agent, the Senior Note
Holders, or Holders of SPA Rejection Unsecured Claims, or their respective Affiliates, including
any designee(s) thereof which may receive distributions hereunder, shall be considered successors
of the Debtors or their Affiliates.
67. References to Plan Provisions. References to Articles of the Plan are inserted for
convenience of reference only and are not intended to be a part of or to affect the interpretation of
the Plan except as specifically provided herein. The failure to specifically include or to refer to
any particular article, section, or provision of the Plan or any related document in this Confirmation
Order shall not diminish or impair the effectiveness of such article, section, or provision, it being
the intent of the Court that the Plan and any related documents be confirmed in their entirety.
68. Inconsistency. To the extent of any inconsistency between this Confirmation Order
and the Plan, this Confirmation Order shall govern.
69. No Waiver. The failure to specifically include any particular provision of the Plan
in this Confirmation Order will not diminish the effectiveness of such provision nor constitute a
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waiver thereof, it being the intent of this Court that the Plan is confirmed in its entirety and
incorporated herein by this reference.
70. United States. Nothing discharges or releases the Debtors, the Reorganized
Debtors, or any non-debtor from any right, claim, liability, defense or cause of action of the United
States or any State or impairs the ability of the United States or any State to pursue any right,
claim, liability, defense, or cause of action against any Debtor, Reorganized Debtor or non-debtor.
Contracts, purchase orders, agreements, leases, covenants, guaranties, indemnifications, operating
rights agreements or other interests of or with the United States shall be, subject to any applicable
legal or equitable rights or defenses of the Debtors or Reorganized Debtors under applicable non-bankruptcy law, paid, treated, determined and administered in the ordinary course of business as
if the Debtors’ bankruptcy cases were never filed and the Debtors and Reorganized Debtors shall
comply with all applicable non-bankruptcy law. All rights, claims, liabilities, defenses or causes
of action, of or to the United States or any State shall survive the Chapter 11 Cases as if they had
not been commenced and be determined in the ordinary course of business, including in the manner
and by the administrative or judicial tribunals in which such rights, claims, liabilities, defenses or
causes of action would have been resolved or adjudicated if the Chapter 11 Cases had not been
commenced; provided, that nothing in the Plan Documents shall alter any legal or equitable rights
or defenses of the Debtors or the Reorganized Debtors under non-bankruptcy law with respect to
any such claim, liability, or cause of action. Without limiting the foregoing, for the avoidance of
doubt, nothing shall: (i) require the United States or any State to file any proofs of claim or
administrative expense claims in the Chapter 11 Cases for any right, claim, liability, defense, or
cause of action; (ii) affect or impair the exercise of the United States’ or any State’s police and
regulatory powers against the Debtors, the Reorganized Debtors or any non-debtor; (iii) be
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interpreted to set cure amounts or to require the United States to novate or otherwise consent to
the transfer of any federal or state contracts, purchase orders, agreements, leases, covenants,
guaranties, indemnifications, operating rights agreements or other interests; (iv) affect or impair
the United States’ rights and defenses of setoff and recoupment, or ability to assert setoff or
recoupment against the Debtors or the Reorganized Debtors and such rights and defenses are
expressly preserved; (v) constitute an approval or consent by the United States or any State without
compliance with all applicable legal requirements and approvals under non-bankruptcy law; or (vi)
relieve any party from compliance with all licenses and permits issued by governmental units in
accordance with non-bankruptcy law.
BRENDAN L. SHANNON
UNITED STATES BANKRUPTCY JUDGE
Dated: November 20th, 2023
Wilmington, Delaware
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| RLF1 30177586v.1
EXHIBIT A
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| RLF1 30119822v.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
RevitaLid Pharmaceutical Corp., et al.,
1
Debtors.
)
)
)
)
)
)
)
Chapter 11
Case No. 23-11704 (BLS)
(Jointly Administered)
AMENDED JOINT PREPACKAGED CHAPTER 11 PLAN OF
REVITALID PHARMACEUTICAL CORP. AND ITS SUBSIDIARIES
THIS CHAPTER 11 PLAN IS NOT AN OFFER WITH RESPECT TO ANY
SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN
WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY
SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE
SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE.
NOTHING CONTAINED IN THIS CHAPTER 11 PLAN SHALL BE AN ADMISSION
OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE EFFECTIVE
DATE OF THIS PLAN ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING
ON ANY OF THE PARTIES HERETO.
Mark D. Collins
Brendan J. Schlauch
Richards Layton & Finger, P.A.
920 N King St
Wilmington, DE 19801
Telephone: (302) 651-7700
Email: collins@RLF.com
schlauch@RLF.com
Gregg M. Galardi
Cristine Pirro Schwarzman
Ropes & Gray LLP
1211 6th Ave
New York, NY 10036
Telephone: (212) 596-9000
Email: Gregg.Galardi@ropesgray.com
Cristine.Schwarzman@ropesgray.com
Proposed Co-Counsel to the Debtors and Debtors in Possession
Dated: November 13, 2023
Wilmington, Delaware
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are: RevitaLid Pharmaceutical Corp. (0983), RVL Pharmaceuticals, Inc. (7918), and RVL Pharmacy,
LLC (6132). The location of the Debtors’ principal place of business is 400 Crossing Boulevard, Bridgewater,
New Jersey 08807.
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TABLE OF CONTENTS
Page
ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF
TIME, GOVERNING LAW, AND OTHER REFERENCES ..............................1
A. Defined Terms ........................................................................................................ 1
B. Rules of Interpretation .......................................................................................... 14
C. Computation of Time ............................................................................................ 14
D. Governing Law ..................................................................................................... 14
E. Reference to Monetary Figures ............................................................................. 15
F. Reference to the Debtors or the Reorganized Debtors .......................................... 15
G. Controlling Document .......................................................................................... 15
ARTICLE II ADMINISTRATIVE PROFESSIONAL AND PRIORITY TAX CLAIMS ...........15
A. Administrative Expense Claims ............................................................................ 15
B. Professional Fee Claims ........................................................................................ 16
C. DIP Claims ............................................................................................................ 17
D. Priority Tax Claims ............................................................................................... 17
ARTICLE III CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND
INTERESTS .......................................................................................................17
A. Classification of Claims and Interests ................................................................... 17
B. Treatment of Claims and Interests ........................................................................ 19
1. Class 1 – Other Secured Claims .................................................................19
2. Class 2 – Priority Non-Tax Claims ............................................................20
3. Class 3 – Secured Note Claims ..................................................................20
4. Class 4 – General Unsecured Claims .........................................................21
5. Class 5 – SPA Rejection Unsecured Claims ..............................................21
6. Class 6 – Intercompany Claims .................................................................21
7. Class 7 – Equity Interests ...........................................................................22
C. Special Provision Governing Unimpaired Claims ................................................ 22
D. Elimination of Vacant Classes .............................................................................. 23
E. Voting Classes; Presumed Acceptance by Non-Voting Classes ........................... 23
F. Intercompany Interests .......................................................................................... 23
G. Subordinated Claims ............................................................................................. 24
H. Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code .................... 24
ARTICLE IV MEANS FOR IMPLEMENTATION OF THE PLAN ...........................................24
A. General Settlement of Claims and Interests .......................................................... 24
B. Sources of Consideration for Plan Distributions .................................................. 25
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1. Cash on Hand .............................................................................................25
2. Exit Facility ................................................................................................25
3. Issuance and Distribution of the Equity Interests in New Common
Equity HoldCo ...........................................................................................25
C. Management Incentive Plan .................................................................................. 26
D. Professional Fees and Expenses............................................................................ 26
E. Exemption from Registration Requirements ........................................................ 27
F. Employee Matters ................................................................................................. 27
G. Corporate Existence; Dissolution of RVL Corp. .................................................. 27
H. New Organizational Documents ........................................................................... 28
I. Directors, Managers and Officers of the Reorganized Debtors. ........................... 28
J. Vesting of Assets in the Reorganized Debtors and RVL Corp. ............................ 29
K. Cancellation of Existing Securities and Agreements ............................................ 29
L. Preservation of Causes of Action. ......................................................................... 30
M. Effectuating Documents; Further Transactions. ................................................... 31
N. Corporate Action ................................................................................................... 32
O. Section 1146(a) Exemption................................................................................... 32
P. Restructuring Transactions ................................................................................... 33
Q. Director and Officer Liability Insurance. .............................................................. 34
ARTICLE V 34
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES ......................34
A. Assumption of Executory Contracts and Unexpired Leases ................................. 34
B. Cure of Defaults and Objections to Cure and Assumption ................................... 35
C. Contracts, Intercompany Contracts, and Leases Entered Into After the
Petition Date.......................................................................................................... 36
D. Insurance Policies ................................................................................................. 36
E. Compensation and Benefits .................................................................................. 36
F. Rejection ............................................................................................................... 37
G. Nonoccurrence of Effective Date .......................................................................... 37
H. Reservation of Rights ............................................................................................ 37
ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS .................................................37
A. Distributions on Account of Claims and Interests Allowed as of the Effective
Date ....................................................................................................................... 37
B. Special Rules for Distributions to Holders of Disputed Claims and Interests ...... 38
C. Delivery of Distributions ...................................................................................... 38
1. Record Date for Distributions to Holders of Non-Publicly Traded
Securities ....................................................................................................38
2. Distribution Process ...................................................................................39
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3. Accrual of Dividends and Other Rights .....................................................39
4. Compliance Matters ...................................................................................39
5. Foreign Currency Exchange Rate ..............................................................40
6. Fractional, Undeliverable, and Unclaimed Distributions ..........................40
7. Surrender of Cancelled Instruments or Securities .....................................41
D. Claims Paid or Payable by Third Parties .............................................................. 41
1. Claims Paid by Third Parties .....................................................................41
2. Claims Payable by Insurance Carriers .......................................................41
3. Applicability of Insurance Policies ............................................................42
E. Setoffs ................................................................................................................... 42
F. Allocation Between Principal and Accrued Interest ............................................. 42
ARTICLE VII PROCEDURES FOR RESOLVING DISPUTED CLAIMS AND
INTERESTS .......................................................................................................42
A. Disputed Claims Process....................................................................................... 42
B. Claims Administration Responsibilities ............................................................... 43
C. Adjustment to Claims Without Objection ............................................................. 43
D. No Interest ............................................................................................................. 43
E. Disallowance of Claims and Interests ................................................................... 43
ARTICLE VIII DISCHARGE, SETTLEMENT, RELEASE, INJUNCTION, AND
RELATED PROVISIONS ..................................................................................44
A. Discharge of Claims and Termination of Interests ............................................... 44
B. Releases by the Debtors ........................................................................................ 44
C. Releases by Holders of Claims and Interests ........................................................ 45
D. Exculpation ........................................................................................................... 46
E. Injunction .............................................................................................................. 46
F. Protection Against Discriminatory Treatment ...................................................... 47
G. Recoupment .......................................................................................................... 47
H. Document Retention ............................................................................................. 47
I. Reimbursement or Contribution ........................................................................... 48
J. Release of Liens .................................................................................................... 48
ARTICLE IX CONDITIONS TO CONFIRMATION AND EFFECTIVE DATE .......................48
A. Conditions Precedent to the Effective Date .......................................................... 48
B. Waiver of Conditions Precedent ........................................................................... 49
C. Effect of Non-Occurrence of Conditions to Consummation ................................ 49
ARTICLE X MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN...........50
A. Modification of Plan ............................................................................................. 50
B. Effect of Confirmation on Modifications ............................................................. 50
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C. Withdrawal of Plan ............................................................................................... 50
ARTICLE XI RETENTION OF JURISDICTION ........................................................................50
ARTICLE XII MISCELLANEOUS PROVISIONS .....................................................................52
A. Immediate Binding Effect ..................................................................................... 52
B. No Substantive Consolidation; Severability of the Debtors ................................. 53
C. Additional Documents .......................................................................................... 53
D. Payment of Statutory Fees .................................................................................... 53
E. Reservation of Rights ............................................................................................ 53
F. Successors and Assigns ......................................................................................... 54
G. Service of Documents ........................................................................................... 54
H. Term of Injunctions or Stays................................................................................. 56
I. Entire Agreement .................................................................................................. 56
J. Plan Supplement Exhibits ..................................................................................... 56
K. Non-Severability ................................................................................................... 56
L. Votes Solicited in Good Faith ............................................................................... 56
M. Closing of Chapter 11 Cases ................................................................................. 57
N. Waiver or Estoppel ............................................................................................... 57
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| Introduction
RevitaLid Pharmaceutical Corp. and its direct and indirect subsidiaries, RVL
Pharmaceuticals, Inc. and RVL Pharmacy, LLC, as debtors and debtors in possession, propose
this joint prepackaged plan of reorganization pursuant section 1121(a) of the Bankruptcy Code.
Capitalized terms used herein shall have the meanings set forth in Article I.A below.
Although proposed jointly for administrative purposes, the Plan constitutes a separate
Plan for each Debtor for the resolution of its respective outstanding Claims and Interests
pursuant to the Bankruptcy Code. The Debtors seek to consummate the Restructuring
Transactions on the Effective Date of the Plan or as soon as practicable thereafter. Each Debtor
is a proponent of the Plan within the meaning of section 1129 of the Bankruptcy Code. The
classifications of Claims and Interests set forth in Article III of the Plan shall be deemed to apply
separately with respect to each Plan proposed by each Debtor, as applicable. The Plan does not
contemplate substantive consolidation of any of the Debtors. Reference is made to the
Disclosure Statement for a discussion of the Debtors’ history, business, properties and
operations, projections, risk factors, a summary and analysis of this Plan, the Restructuring
Transactions, and certain related matters.
ALL HOLDERS OF CLAIMS THAT ARE ENTITLED TO VOTE ARE
ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR
ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.
ARTICLE I
DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME,
GOVERNING LAW, AND OTHER REFERENCES
A. Defined Terms
1. “Administrative Expense Claim” means any claim for payment of an
administrative expense of a kind specified in section 503(b) of the Bankruptcy Code and entitled
to priority pursuant to section 507(a)(2) of the Bankruptcy Code, including the actual, necessary
costs and expenses, incurred on or after the Petition Date, of preserving the Debtors’ Estates and
operating the Debtors’ businesses, including wages, salaries, or commissions for services
rendered after the Petition Date and through the Effective Date, claims under section 503(b)(9)
of the Bankruptcy Code, claims of Professionals approved for payment by the Debtors’ Estates
to the extent allowed under Sections 330 or 503 of the Bankruptcy Code, all fees and charges
assessed against the Debtors’ Estates under section 1930 of chapter 123 of title 28 of the United
States Code, and all Claims that are entitled to be treated as Administrative Expense Claims
pursuant to a Final Order of the Bankruptcy Court (under section 546(c)(2)(A) of the Bankruptcy
Code or otherwise).
2. “Administrative Expense Claims Bar Date” means the deadline for filing requests
for payment of Administrative Expense Claims, which: (a) with respect to Administrative
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Expense Claims other than Professional Fee Claims, shall be thirty (30) days after the Effective
Date; and (b) with respect to Professional Fee Claims, shall be forty-five (45) days after the
Effective Date.
3. “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code.
4. “Allowed” means, with reference to any Claim or Interest, (a) a request for
payment of an Administrative Expense Claim filed by the Administrative Expense Claims Bar
Date (or for which Claim a Proof of Claim is not required under the Plan, the Bankruptcy Code,
or a Final Order, including the DIP Order); or (b) a Claim allowed pursuant to the Plan or a Final
Order, including the DIP Order; provided that, with respect to a Claim described in clause (a),
such Claim shall be Allowed only if and to the extent that with respect to such Claim no
objection to the allowance thereof is interposed within the applicable period of time fixed by the
Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, or such an objection
is so interposed and the Claim has been Allowed by a Final Order; provided, further, that any
Claim resulting from rejection of an Executory Contract or Unexpired Lease shall not be
Allowed with respect to any contingent or unliquidated damages or indemnity claims to the
extent no claim has been made prior to the Effective Date. Unless expressly waived by the Plan,
the Allowed amount of Claims or Interests shall be subject to and shall not exceed the limitations
or maximum amounts permitted by the Bankruptcy Code, including sections 502 or 503 of the
Bankruptcy Code, to the extent applicable. Notwithstanding anything to the contrary herein, no
Claim of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed Allowed
unless and until such Entity pays in full the amount that it owes the applicable Debtor or
Reorganized Debtor, as applicable. For the avoidance of doubt, a request for payment of an
Administrative Expense Claim filed after the Administrative Expense Claims Bar Date, as
applicable, shall not be Allowed for any purposes whatsoever absent entry of a Final Order
allowing such late-filed Claim. “Allow” and “Allowing” shall have correlative meanings.
5. “Ballot” means a ballot accompanying the Disclosure Statement upon which
certain Holders of Impaired Claims entitled to vote on this Plan shall, among other things,
indicate their acceptance or rejection of this Plan in accordance with this Plan and the procedures
governing the solicitation process.
6. “Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101-
1532.
7. “Bankruptcy Court” means the United States Bankruptcy Court for the District of
Delaware or such other court having jurisdiction over the Chapter 11 Cases.
8. “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure
promulgated by the United States Supreme Court pursuant to 28 U.S.C. § 2075, as amended
from time to time and as applicable to the Chapter 11 Cases, and the general, local, and chamber
rules of the Bankruptcy Court.
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9. “Business Day” means any day other than a Saturday, Sunday, “legal holiday” (as
defined in Bankruptcy Rule 9006(a)), or day on which commercial banks in New York are
required or authorized by law to remain closed.
10. “Cash” means legal tender of the United States of America and equivalents
thereof.
11. “Causes of Action” means any claims, interests, damages, remedies, causes of
action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers,
privileges, licenses, liens, indemnities, guaranties, and franchises of any kind or character
whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising,
contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable,
directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law,
equity, or otherwise. Causes of Action also include: (a) all rights of setoff, counterclaim, or
recoupment and claims under contracts or for breaches of duties imposed by law; (b) the right to
object to or otherwise contest Claims or Interests; (c) claims pursuant to sections 362, 510, 542,
543, 544 through 550, or 553 of the Bankruptcy Code; and (d) such claims and defenses as fraud,
mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy
Code.
12. “Certificate” means any instrument evidencing a Claim or an Interest.
13. “Chapter 11 Cases” means the Debtors’ jointly-administered chapter 11 cases
filed in the Bankruptcy Court on the Petition Date.
14. “Claim” means any “claim,” as such term is defined in section 101(5) of the
Bankruptcy Code, against any of the Debtors.
15. “Claims Register” means the official register of Claims against and Interests in
the Debtors maintained by the Solicitation Agent.
16. “Class” means a category of holders of Claims or Interests under section 1122(a)
of the Bankruptcy Code.
17. “Confirmation” means the entry of the Confirmation Order on the docket of the
Chapter 11 Cases.
18. “Confirmation Date” means the date upon which the Bankruptcy Court enters the
Confirmation Order on the docket of the Chapter 11 Cases within the meaning of Bankruptcy
Rules 5003 and 9021.
19. “Confirmation Hearing” means the hearing held by the Bankruptcy Court under
section 1128 of the Bankruptcy Code at which the Debtors seek entry of the Confirmation Order,
as such hearing may be continued from time to time.
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20. “Confirmation Order” means the order of the Bankruptcy Court confirming the
Plan pursuant to section 1129 of the Bankruptcy Code and approving the Disclosure Statement as
containing “adequate information” pursuant to section 1125 of the Bankruptcy Code.
21. “Consummation” means the occurrence of the Effective Date.
22. “Cure” means a Claim (unless waived or modified by the applicable counterparty)
for cure of a Debtor’s defaults under an Executory Contract or an Unexpired Lease assumed by
such Debtor pursuant to section 365 of the Bankruptcy Code, other than a default that is not
required to be cured pursuant to section 365(b)(2) of the Bankruptcy Code.
23. “Debtor Wind Down Amount” has the meaning set forth in Article II.C.
24. “Debtors” means, collectively, (i) RVL Corp.; (ii) RVL Pharmaceuticals, Inc.;
and (iii) RVL Pharmacy, LLC.
25. “DIP Agent” means Athyrium Opportunities IV Acquisition LP, in its capacities
as collateral agent and administrative agent under the DIP Credit Agreement, and any successor
thereto.
26. “DIP Budget” has the meaning provided in the DIP Orders.
27. “DIP Claims” means any and all Claims held by the DIP Lender or the DIP Agent
arising under or relating to the DIP Credit Agreement or the DIP Orders, and which constitute
Obligations (as defined in the DIP Credit Agreement) under the DIP Documents, including,
without limitation, the Exit Fee (as defined in the DIP Credit Agreement).
28. “DIP Credit Agreement” means that certain Superpriority Secured Debtor in
Possession Credit Agreement, dated as of October 16, 2023, between RVL Corp., as borrower,
the other Debtors, as guarantors, the DIP Agent, and the DIP Lender, as has been or may be
amended, restated, supplemented or otherwise modified from time to time in accordance with the
terms thereof.
29. “DIP Documents” means the “Loan Documents” as defined in the DIP Credit
Agreement.
30. “DIP Facility” means the debtor-in-possession senior secured financing facility,
in the principal amount of $17,500,000 on the terms and conditions set forth in the DIP Credit
Agreement, as approved by the DIP Orders.
31. “DIP Lender” means Athyrium Opportunities IV Co-Invest 1 LP, as lender under
the DIP Facility, and any successor thereto.
32. “DIP Loans” means the loans provided under the DIP Facility.
33. “DIP Orders” means the Interim DIP Order and the Final DIP Order.
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34. “Disclosure Statement” means the disclosure statement for the Plan, including any
exhibits, appendices, schedules, ballots, and related documents thereto, as amended,
supplemented or modified, and any procedures related to the solicitation of votes to accept or
reject the Plan, to be approved by the Confirmation Order.
35. “Disputed” means, with respect to any Claim or Interest, a Claim or Interest that
is not yet Allowed, including (a) any Proof of Claim that, on its face, is contingent or
unliquidated; (b) any Proof of Claim or request for payment of an Administrative Expense Claim
filed after the Effective Date or the deadline for filing Proofs of Claim based on the Debtors’
rejection of Executory Contracts or Unexpired Leases, as applicable, and (c) any Claim that is
subject to an objection or a motion to estimate, in each case that has not been withdrawn,
resolved, or ruled on by a Final Order of the Bankruptcy Court.
36. “Distribution Date” means, except as otherwise set forth herein, the date or dates
determined by the Debtors or the Reorganized Debtors, on or after the Effective Date, upon
which the Holders of Claims or Interests are eligible to receive distributions under this Plan.
37. “Effective Date” means the date that is the first Business Day after the
Confirmation Date on which all conditions precedent to the occurrence of the Effective Date set
forth in Article IX of the Plan have been satisfied or waived in accordance with Article IX of the
Plan.
38. “Entity” means any “entity,” as such term is defined in section 101(15) of the
Bankruptcy Code.
39. “Equity Interests” means all shares of stock, units, options, warrants, rights and
other instruments evidencing an ownership interest in the applicable Debtor, existing prior to the
Effective Date (whether fixed or contingent, matured or unmatured, disputed or undisputed),
including any right, contractual, legal, equitable, or otherwise, to acquire any of the foregoing,
including all Intercompany Interests.
40. “Equity Security” has the meaning set forth in section 101(16) of the Bankruptcy
Code.
41. “Estate” means the estate of any Debtor created under sections 301 and 541 of the
Bankruptcy Code upon the commencement of the applicable Debtor’s Chapter 11 Case.
42. “Exchange Act” means the Securities Exchange Act of 1934, as now in effect or
hereafter amended.
43. “Exculpated Party” means, collectively, (a) the Debtors; (b) the Debtors’ officers’
directors, and any employee who served in a fiduciary capacity during these Chapter 11 Cases;
(c) official committees appointed in the Chapter 11 Cases (if any) and each of their respective
members; (d) the Debtors’ Professionals retained in these Chapter 11 Cases; (e) the Professionals
retained by any official committees appointed in the Chapter 11 Cases (if any), and (f) with
respect to each of the foregoing, such Entities’ predecessors, successors and assigns, subsidiaries,
current and former Affiliates, managed accounts or funds, and all of their respective current and
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former officers, managers, directors, principals, direct and indirect equityholders, direct and
indirect shareholders, direct and indirect members, direct and indirect partners, employees,
agents, advisory board members, financial advisors, attorneys, accountants, investment bankers,
consultants, representatives, management companies, fund advisors, agents and other
professionals, and such persons’ respective heirs, executors, estates, servants and nominees, in
each case solely to the extent such Entities or Persons are or were acting in a fiduciary capacity
of any of the Entities identified in (a) through (e) during these Chapter 11 Cases.
44. “Executory Contract” means a contract or lease to which one or more of the
Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy
Code.
45. “Exit Facility” means a 30-month senior secured term loan facility in the
aggregate principal amount of no less than the aggregate outstanding amount of all DIP
Obligations as of the Effective Date, plus a new money commitment of $7,500,000, secured by a
first Lien on all assets of the Reorganized Debtors, subject to customary exceptions and
exclusions, to be governed by the Exit Facility Documents.
46. “Exit Facility Credit Agreement” means the credit agreement to be entered into in
connection with the Exit Facility, which shall be materially consistent with the Plan and
otherwise acceptable to the Debtors, the DIP Lender and the Secured Noteholders. A form of the
Exit Facility Credit Agreement shall be filed with the Plan Supplement.
47. “Exit Facility Documents” means the Exit Facility Credit Agreement and such
other financing documents to be entered into in connection with the Exit Facility (including any
guarantee agreements, pledge and collateral agreements, intercreditor agreements and other
security documents), which shall be materially consistent with the Plan, and otherwise acceptable
to the Debtors, the DIP Lender and the Secured Noteholders.
48. “Final Decree” means the decree contemplated under Bankruptcy Rule 3022
closing the Chapter 11 Cases.
49. “Final DIP Order” means the order, which shall be in form and substance
reasonably acceptable to the DIP Lender, to be entered by the Bankruptcy Court approving the
Debtors’ entry into the DIP Facility on a final basis.
50. “Final Order” means, as applicable, an order or judgment of the Bankruptcy
Court or other court of competent jurisdiction with respect to the relevant subject matter that has
not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek
certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to
which any appeal that has been taken or any petition for certiorari that has been or may be filed
has been resolved by the highest court to which the order or judgment could be appealed or from
which certiorari could be sought or the new trial, reargument, or rehearing shall have been
denied, resulted in no modification of such order, or has otherwise been dismissed with
prejudice.
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51. “General Unsecured Claim” means any Claim against the Debtors as of the
Petition Date, other than an Administrative Expense Claim, a DIP Claim, a Priority Non-Tax
Claim, a Priority Tax Claim, an Other Secured Claim, a Secured Note Claim, an Intercompany
Claim, or an SPA Rejection Unsecured Claim.
52. “Governmental Unit” has the meaning set forth in section 101(27) of the
Bankruptcy Code.
53. “Holder” means an Entity holding a Claim against or an Interest in a Debtor, as
applicable.
54. “Impaired” is used to describe a Claim or an Interest that is not Unimpaired.
55. “Intercompany Claim” means any Claim held or asserted by a Debtor against
another Debtor and any Claim held or asserted by an Affiliate of the Debtors against one or more
Debtors.
56. “Intercompany Contract” means a contract between or among two or more
Debtors or a contract between or among one or more Debtors and one or more of its Affiliates.
57. “Intercompany Interests” means all shares of stock, units, options, warrants, rights
and other instruments evidencing an ownership interest in any of the Debtors existing prior to the
Effective Date (whether fixed or contingent, matured or unmatured, disputed or undisputed),
including any right, contractual, legal, equitable, or otherwise, to acquire any of the foregoing, in
each case only to the extent held by any of the Debtors.
58. “Interest” means any equity security (as defined in section 101(16) of the
Bankruptcy Code) of a Debtor, and including all common stock, preferred stock, limited partner
interests, general partner interests, limited liability company interests, and any other equity,
ownership, beneficial or profits interests in any of the Debtors, whether or not transferable, and
options, warrants, rights, or other securities, agreements or interests to acquire or subscribe for,
or which are exercisable, convertible or exchangeable into or for the shares (or any class thereof)
of, common stock, preferred stock, limited partner interests, general partner interests, limited
liability company interests, or other equity, ownership, beneficial or profits interests in or of any
Debtor, contractual or otherwise, including equity or equity-based incentives, grants or other
instruments issued, granted or promised to be granted to current or former employees, directors,
officers or contractors of the Debtors (in each case whether or not arising under or in connection
with any employment agreement).
59. “Interim DIP Order” means the order to be entered by the Bankruptcy Court
approving the Debtors’ entry into the DIP Facility on an interim basis.
60. “License Agreement” means that certain License Agreement, dated as of August
31, 2011 (as amended pursuant to that certain letter agreement dated July 21, 2020 and that
Second Amendment to License Agreement dated October 6, 2023, and as may otherwise be
amended, restated, supplemented, or otherwise modified), by and between VOOM, as Licensor,
and RVL Pharmaceuticals, Inc.
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61. “Lien” means a “lien” as such term is defined in section 101(37) of the
Bankruptcy Code.
62. “Management Incentive Plan” means a post-emergence management incentive
plan for the Reorganized Debtors and New Common Equity HoldCo, the terms and conditions of
which shall be set forth in the Plan Supplement.
63. “Nephron” means Nephron Pharmaceuticals Corporation.
64. “New Common Equity” means the common equity interests in Reorganized RVL
Pharmaceuticals, Inc. (or, as provided in the Restructuring Transactions, any entity that becomes
a successor thereto), which common equity interests in either case shall be authorized, issued,
and outstanding on and after the Effective Date.
65. “New Common Equity Documents” means the incentive plan, award agreement,
partnership agreement, subscription agreement, joinder and/or such other documents as the
Reorganized Board (or a subcommittee thereof) may determine to be necessary or appropriate to
(i) evidence the issuance of the equity interests in New Common Equity HoldCo and any of its
subsidiaries or affiliates in connection with the Restructuring Transactions, (ii) govern the
relationship among the equityholders in the foregoing entities and (iii) set forth the terms and
conditions applicable to the equity interests described in the foregoing clause (i).
66. “New Common Equity HoldCo” means the newly-created entity that will directly
or indirectly hold 100% of the New Common Equity.
67. “New Organizational Documents” means the new bylaws, certificates of
incorporation, certificates of formation, limited liability company agreements, limited
partnership agreements, certificate of designation, operating agreements, certificates of limited
partnership, agreements of limited partnership, or such other organizational documents of each
Reorganized Debtor, each in form and substance acceptable to the Reorganized Debtors and the
Secured Noteholders.
68. “Note Documents” means the Note Purchase Agreement and all agreements and
documents executed by any of the Debtors in connection with the Note Purchase Agreement.
69. “Note Purchase Agreement” means that certain Note Purchase Agreement entered
into on October 1, 2021 (as amended by that certain First Amendment to Note Purchase
Agreement, dated as of August 4, 2022, and that certain Second Amendment to Note Purchase
Agreement, dated as of March 8, 2023, and as and to the extent provided by the terms thereof,
that certain Third Amendment to Note Purchase Agreement dated as of August 13, 2023), by and
among Osmotica Pharmaceutical Corp. (the predecessor of RVL Corp.), as Issuer, Osmotica
Holdings US LLC (the predecessor of RVL Holdings US LLC), as Intermediate Holdings,
Osmotica Pharmaceuticals plc (the predecessor of RVL Pharmaceuticals plc), as Super Holdings,
the Secured Note Agent and the Secured Noteholders.
70. “Other Secured Claim” means any Secured Claim other than a DIP Claim or a
Secured Note Claim.
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71. “Petition Date” means the date on which the Chapter 11 Cases were commenced.
72. “Plan” means this Chapter 11 plan, including the Plan Supplement and all
exhibits, supplements, appendices, and schedules.
73. “Plan Objection Deadline” means the date by which objections to confirmation of
the Plan and adequacy of Disclosure Statement are due.
74. “Plan Supplement” means the documents to be filed in a supplement to the Plan
no later than (i) seven (7) days prior to the Plan Objection Deadline or (ii) such other date as
ordered by the Bankruptcy Court, that includes the necessary documentation to effectuate the
Plan, including (a) the New Organizational Documents; (b) to the extent known, the identities of
the members of the Reorganized Board; (c) the Rejected Executory Contracts and Unexpired
Leases Schedule; (d) the Schedule of Retained Causes of Action; (e) the Restructuring
Transactions Exhibit; (f) a form of the Exit Facility Credit Agreement; and (g) the terms and
conditions of the Management Incentive Plan. The Debtors shall have the right to alter, amend,
modify, or supplement the documents contained in the Plan Supplement up to the Effective Date
as set forth in this Plan, subject to the approval rights of the DIP Lender and the Secured
Noteholders over such documents.
75. “PLC Settlement” means the Settlement and Release Agreement among the
Debtors, RVL Pharmaceuticals plc, certain non-Debtor subsidiaries of RVL Pharmaceuticals plc,
the DIP Lender, the Secured Note Agent, and the Secured Noteholders documenting and
implementing certain of the Restructuring Transactions, including, among other things, (i) the
unwinding and cancellation of all asserted intercompany balances (including all Intercompany
Claims) in a tax-efficient manner, whether through setoff or otherwise, and (ii) the waiver by the
Holders of the Secured Note Claims of all claims against RVL Pharmaceuticals plc and its non-Debtor subsidiaries under the Note Purchase Agreement, which Settlement and Release
Agreement shall be in form and substance reasonably acceptable to the Debtors, RVL
Pharmaceuticals plc, the DIP Lender and the Secured Noteholders, and a form of which shall be
filed with the Bankruptcy Court prior to the Confirmation Hearing. The PLC Settlement shall be
attached to and approved by the Confirmation Order and shall be incorporated into the Plan as if
set forth in the Plan.
76. “Priority Non-Tax Claim” means any Claim entitled to priority pursuant to
section 507(a) of the Bankruptcy Code, other than an Administrative Expense Claim, DIP Claim,
or Priority Tax Claim.
77. “Priority Tax Claim” means any Claim of a Governmental Unit entitled to priority
pursuant to section 507(a)(8) of the Bankruptcy Code.
78. “Pro Rata” means, the proportion that an Allowed Claim or an Allowed Interest
bears to the aggregate amount of Allowed Claims or Allowed Interests in that Class.
79. “Professional” means any Entity employed in the Chapter 11 Cases pursuant to a
Final Order in accordance with sections 327 and 1103 of the Bankruptcy Code and to be
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compensated for services rendered prior to or on the Effective Date pursuant to sections 327,
328, 329, 330, and 331 of the Bankruptcy Code.
80. “Professional Fee Claim” means any Claim by a Professional for Professional
Fees.
81. “Professional Fees” means the accrued, contingent, and/or unpaid compensation
for services rendered (including hourly, transaction, and success fees), and reimbursement for
expenses incurred, by Professionals, that: (a) are awardable and allowable pursuant to sections
327, 328, 329, 330, 331, 503(b) and/or 1103 of the Bankruptcy Code or otherwise rendered
allowable prior to the Confirmation Date; (b) have not been denied by the Bankruptcy Court by
Final Order; (c) have not been previously paid (regardless of whether a fee application has been
filed for any such amount); and (d) remain outstanding after applying any retainer that has been
provided to such Professional. To the extent that any amount of the foregoing compensation or
reimbursement is denied or reduced by Final Order of the Bankruptcy Court or any other court of
competent jurisdiction, such amount shall no longer constitute Professional Fees.
82. “Professional Fee Escrow Account” means an interest-bearing escrow account,
which may be the Funded Reserve Account (as defined in the DIP Orders), to be held by
Richards, Layton & Finger, P.A., as proposed counsel to the Debtors, in an amount equal to the
Professional Fee Reserve Amount to be funded by the Reorganized Debtors solely for the
purpose of paying all Allowed and unpaid Professional Fee Claims incurred by estate
professionals incurred through the Effective Date.
83. “Professional Fee Reserve Amount” means the aggregate accrued and unpaid
Professional Fees included in the DIP Budget from the Petition Date through the Effective Date
(less any Professional Fees previously paid during the Chapter 11 Cases).
84. “Proof of Claim” means a proof of Claim filed against any of the Debtors in the
Chapter 11 Cases.
85. “Reinstated,” or “Reinstatement” means, with respect to Claims and Interests, that
the Claim or Interest against a particular Debtor shall be rendered unimpaired with respect to
such Debtor or Reorganized Debtor in accordance with section 1124 of the Bankruptcy Code,
notwithstanding any contractual provision or applicable non-bankruptcy law that entitles the
holder to demand or receive payment of such Claim prior to the stated maturity of such Claim
from and after the occurrence of a default.
86. “Rejected Contracts and Leases Schedule” means the schedule of Executory
Contracts and Unexpired Leases to be rejected by the Debtors pursuant to the Plan, which
schedule shall be included in the Plan Supplement, as the same may be amended, modified, or
supplemented from time to time and which shall be in form and substance acceptable to the DIP
Lender and Secured Noteholders.
87. “Rejection Damages Claims” has the meaning set forth in Article IV.C.
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88. “Released Party” means, collectively, each of the following in their respective
capacities as such: (a) the Debtors and all of the Debtors’, RVL Corp.’s and the Reorganized
Debtors’ (1) current financial advisors, attorneys, accountants, investment bankers,
representatives, and other professionals, (2) current employees, consultants, Affiliates, officers,
managers, and directors, including any such persons or Entities retained pursuant to section 363
of the Bankruptcy Code; (b) the Secured Note Agent; (c) the DIP Agent; (d) the DIP Lender; (e)
each Holder of a Secured Note Claim and an SPA Rejection Unsecured Claim who voluntarily
and timely opts-in to the Releases in the Plan using their Ballot and returns to the Debtors; (f)
with respect to each of the Debtors, the Reorganized Debtors, and each of the foregoing Entities
in clauses (b) through (e), each of their current and former Affiliates; and (g) with respect to each
of the foregoing Entities in clauses (a) through (f), such Entities’ predecessors, successors and
assigns, subsidiaries, Affiliates, managed accounts or funds, and all of their respective current
and former officers, managers, directors, principals, direct and indirect shareholders, direct and
indirect members, direct and indirect partners, direct and indirect equityholders, employees,
agents, advisory board members, financial advisors, attorneys, accountants, investment bankers,
consultants, representatives, management companies, fund advisors, sub-advisors, investment
committee members, agents and other professionals, and such persons’ respective heirs,
executors, estates, servants and nominees, in each case in their respective capacities as such.
89. “Releasing Party” means, collectively, each of the following in their respective
capacities as such: (a) the Debtors, RVL Corp., and the Reorganized Debtors; (b) the Secured
Note Agent; (c) the DIP Agent; (d) the DIP Lender; (e) each Holder of a Secured Note Claim
who voluntarily and timely opts-in to the Releases in the Plan using their Ballot and returns to
the Debtors; (f) each Holder of an SPA Rejection Unsecured Claim who is a “Consenting Seller”
under the SPA Settlement Term Sheet or who voluntarily and timely opts-in to the Releases in
the Plan using their Ballot and returns to the Debtors; (g) with respect to each of the Debtors, the
Reorganized Debtors, and each of the foregoing Entities in clauses (a) through (f), each of their
current and former Affiliates; and (h) with respect to each of the foregoing Entities in clauses (a)
through (g), such Entities’ predecessors, successors and assigns, subsidiaries, Affiliates,
managed accounts or funds, and all of their respective current and former officers, managers,
directors principals, direct and indirect shareholders, direct and indirect members, direct and
indirect partners, employees, agents, advisory board members, financial advisors, attorneys,
accountants, investment bankers, consultants, representatives, management companies, fund
advisors, agents and other professionals, and such persons’ respective heirs, executors, estates,
servants and nominees, in each case in their respective capacities as such.
90. “Reorganized Board” means the initial board of directors of the Reorganized
Debtors to be selected in accordance with Article IV.I of the Plan.
91. “Reorganized Debtors” means RVL Pharmaceuticals, Inc. and RVL Pharmacy,
LLC, or any successor or assigns thereto, by merger, consolidation, or otherwise, on or after the
Effective Date.
92. “Restructuring Transactions” means the Debtors’ restructuring, inclusive of the
transactions described in Article IV.
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93. “Restructuring Transactions Exhibit” means a summary of transaction steps to
complete the Restructuring Transactions contemplated by the Plan, as set forth in the Plan
Supplement, as the same may be amended, supplemented, and modified through the Effective
Date (with the consent of the Secured Noteholders and the DIP Lender).
94. “RVL Corp.” means RevitaLid Pharmaceutical Corp.
95. “Secured Claim” means any Claim: (a) secured by a Lien on property in which
the Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable
law or by reason of a Bankruptcy Court order to the extent of the value of the creditor’s interest
in the Estate’s interest in such property as determined pursuant to section 506(a) of the
Bankruptcy Code, or (b) subject to setoff pursuant to section 553 of the Bankruptcy Code to the
extent of the amount subject to setoff.
96. “Secured Note Agent” means Athyrium Opportunities IV Acquisition LP, as the
administrative agent and collateral agent under the Note Purchase Agreement and any successor
thereto.
97. “Secured Note Claims” means all Claims against any Debtor arising from or
based upon the Note Purchase Agreement and other Note Documents, including, without
limitation, all principal, and all accrued but unpaid interest, costs, fees, exit fees, premiums, and
indemnity.
98. “Secured Noteholders” means the Purchasers under (and as defined in) the Note
Purchase Agreement, as that term is defined therein.
99. “Securities Act” means the Securities Act of 1933, as amended, 15 U.S.C. §§ 77a–
77aa, together with the rules and regulations promulgated thereunder, or any similar federal,
state, or local law.
100. “Security” has the meaning set forth in section 2(a)(1) of the Securities Act.
101. “Solicitation Agent” means Kroll Restructuring Administration LLC, the
proposed notice, claims, and solicitation agent retained by the Debtors in the Chapter 11 Cases
by order of the Bankruptcy Court.
102. “SPA Rejection Unsecured Claims” means damages claims resulting from the
rejection of the Stock Purchase Agreement.
103. “SPA Rejection Unsecured Claims Recovery” means 2.5% of non-voting equity in
New Common Equity HoldCo, subject to dilution on account of the Management Incentive Plan
and future capital needs of the business.
104. “SPA Settlement Term Sheet” means that certain Settlement Term Sheet, dated as
of October 6, 2023, among certain of the Debtors and the Sellers (as defined therein) party
thereto.
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105. “Statutory Fees” has the meaning set forth in Article XII.D.
106. “Stock Purchase Agreement” or “SPA” means that certain Stock Purchase
Agreement, dated as of October 24, 2017, by and among Nephron Pharmaceuticals Corporation,
Point Guard Partners, LLC, VOOM, Tom Riedhammer, Avery Family Trust, and Vision Quest
Holdings, LLC, collectively, as shareholders of Revitalid, Inc. (n/k/a RVL Pharmaceuticals,
Inc.), and Osmotica Pharmaceutical Corp. (the predecessor of RVL Corp.).
107. “Supply Agreement” means that certain Exclusive Supply Agreement, dated as of
February 7, 2013 (as amended by that certain Amendment No. 1 to Exclusive Supply Agreement
dated October 24, 2017, and as may be further amended, restated, supplemented or otherwise
modified), by and between Nephron Pharmaceuticals Corporation and Revitalid, Inc. (n/k/a RVL
Pharmaceuticals, Inc.).
108. “Unclaimed Distribution” means any distribution under the Plan on account of an
Allowed Claim or Allowed Interest to a holder that has not: (a) accepted a particular distribution
or, in the case of distributions made by check, negotiated such check; (b) given notice to the
Reorganized Debtors or RVL Corp., as applicable, of an intent to accept a particular distribution;
(c) responded to the Debtors’ or Reorganized Debtors’ requests for information necessary to
facilitate a particular distribution; or (d) taken any other action necessary to facilitate such
distribution.
109. “Unexpired Lease” means a lease of nonresidential real property to which one or
more of the Debtors is a party that is subject to assumption or rejection under section 365 of the
Bankruptcy Code.
110. “Unimpaired” is used to describe a Class of Claims or Interest that is unimpaired
within the meaning of section 1124 of the Bankruptcy Code.
111. “Unimpaired Claim Carveout” has the meaning set forth in Article IV.C.
112. “Unimpaired Claims Resolution” has the meaning set forth in Article IV.C.
113. “Unimpaired Class Claims” has the meaning set forth in Article IV.C.
114. “VOOM” means VOOM, LLC.
115. “Wind Down Amount” means $700,000 minus amounts funded postpetition in
accordance with the DIP Budget, to be funded on the Effective Date from available Cash (which
may include proceeds of the DIP Facility), subject to the terms and conditions provided in this
Plan and in the DIP Credit Agreement, to fund the wind down costs of certain non-Debtor
Affiliates of the Debtors in accordance with the Wind Down Budget.
116. “Wind Down Budget” means that certain wind down budget prepared by the
Debtors and their non-Debtor Affiliates and consented to by the DIP Lenders.
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117. “Wind Down Reserve” means the account established by a non-Debtor affiliate of
the Debtors, pursuant to this Plan, for the Wind Down Amount, which account shall be subject to
the liens of Reorganized RVL Pharmaceuticals, Inc. with respect to its reversionary interest in
such Wind Down Reserve and all funds held therein.
B. Rules of Interpretation
For purposes of the Plan: (a) in the appropriate context, each term, whether stated in the
singular or the plural, shall include both the singular and the plural, and pronouns stated in the
masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter
gender; (b) unless otherwise specified, any reference herein to a contract, lease, instrument,
release, indenture, or other agreement or document being in a particular form or on particular
terms and conditions means that such document shall be substantially in such form or
substantially on such terms and conditions; (c) unless otherwise specified, any reference herein
to an existing document, schedule, or exhibit, shall mean such document, schedule, or exhibit, as
it may have been or may be amended, modified, or supplemented; (d) unless otherwise specified,
all references herein to “Articles” and “Sections” are references to Articles and Sections,
respectively, hereof or hereto; (e) the words “herein,” “hereof,” and “hereto” refer to the Plan in
its entirety rather than to any particular portion of the Plan; (f) captions and headings to Articles
and Sections are inserted for convenience of reference only and are not intended to be a part of or
to affect the interpretation of the Plan; (g) unless otherwise specified herein, the rules of
construction set forth in section 102 of the Bankruptcy Code shall apply; (h) any term used in
capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or
the Bankruptcy Rules shall have the meaning assigned to such term in the Bankruptcy Code or
the Bankruptcy Rules, as applicable; (i) references to docket numbers of documents filed in the
Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF
system; (j) references to “Proofs of Claim,” “Holders of Claims,” “Disputed Claims,” and the
like shall include “Proofs of Interest,” “Holders of Interests,” “Disputed Interests,” and the like
as applicable; (k) references to “shareholders,” “directors,” and/or “officers” shall also include
“members” and/or “managers,” as applicable, as such terms are defined under the applicable
state limited liability company laws; (l) the words “include” and “including,” and variations
thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the
words “without limitation;” and (m) any immaterial effectuating provisions may be interpreted
by the Debtors or the Reorganized Debtors in such a manner that is consistent with the overall
purpose and intent of the Plan all without any further notice to or action, order, or approval of the
Bankruptcy Court or any other Entity.
C. Computation of Time
Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a)
shall apply in computing any period of time prescribed or allowed herein. If the date on which a
transaction may or shall occur pursuant to the Plan is not a Business Day, then such transaction
shall instead occur on the next succeeding Business Day.
D. Governing Law
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Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy
Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of New
York, without giving effect to the principles of conflict of laws, shall govern the rights,
obligations, construction, and implementation of the Plan, any agreements, documents,
instruments, or contracts executed or entered into in connection with the Plan (except as
otherwise set forth in those agreements, in which case the governing law of such agreement shall
control); provided, however, that corporate governance matters relating to the Debtors or the
Reorganized Debtors, as applicable, shall be governed by the laws of the state of incorporation or
formation of the relevant Debtor or Reorganized Debtor, as applicable.
E. Reference to Monetary Figures
All references in the Plan to monetary figures shall refer to currency of the United States
of America, unless otherwise expressly provided.
F. Reference to the Debtors or the Reorganized Debtors
Except as otherwise specifically provided in the Plan to the contrary, references in the
Plan to the Debtors or to the Reorganized Debtors mean the Debtors and the Reorganized
Debtors, as applicable, to the extent the context requires.
G. Controlling Document
In the event of an inconsistency between the Plan and the Disclosure Statement, the terms
of the Plan shall control in all respects. In the event of an inconsistency between the Plan and the
Plan Supplement, the Plan shall control. In the event of any inconsistency between the Plan and
the Confirmation Order, the Confirmation Order shall control.
ARTICLE II
ADMINISTRATIVE PROFESSIONAL AND PRIORITY TAX CLAIMS
In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Expense
Claims, Professional Fee Claims, DIP Claims, and Priority Tax Claims have not been classified
and, thus, are excluded from the Classes of Claims and Interests set forth in Article III of the
Plan.
A. Administrative Expense Claims
On the Effective Date or as soon thereafter as such Allowed Administrative Expense
Claims become due and payable according to their terms, unless otherwise agreed to by the
holder of an Allowed Administrative Expense Claim and the Debtors (with the consent of the
DIP Lender and the Secured Noteholders) or the Reorganized Debtors, as applicable, each holder
of an Allowed Administrative Expense Claim (other than holders of Professional Fee Claims,
DIP Claims, and Priority Tax Claims) will receive in full and final satisfaction, settlement,
release, and discharge of, and, in exchange for, such holder’s Administrative Expense Claim (i)
an amount of Cash equal to the unpaid amount of such Allowed Administrative Expense Claim,
or (ii) receive treatment as is consistent with the provisions of section 1129(a)(9) of the
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Bankruptcy Code.
B. Professional Fee Claims
All Professionals or other Entities requesting compensation or reimbursement of
expenses pursuant to sections 327, 328, 330, 331, 503(b), or section 1103 of the Bankruptcy
Code for services rendered before the Effective Date (including any compensation requested by
any Professional or any other Entity for making a substantial contribution in the Chapter 11
Cases) shall file and serve final requests for payment of Professional Fee Claims no later than the
first Business Day that is forty-five (45) days after the Effective Date. Objections to any
Professional Fee Claim must be filed and served on the Reorganized Debtors and the applicable
Professional within thirty (30) days after the filing of the final fee application with respect to the
Professional Fee Claim. Any such objections that are not consensually resolved may be set for
hearing on twenty-one (21) days’ notice by the Professional asserting such Professional Fee
Claim. The Reorganized Debtors shall pay Professional Fee Claims in Cash in the amount the
Bankruptcy Court allows.
From and after the Confirmation Date, any requirement that Professionals comply with
sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation
for services rendered after such date shall terminate, and RVL Corp. and the Reorganized
Debtors may employ and pay any Professional in the ordinary course of business without any
further notice to or action, order, or approval of the Bankruptcy Court.
On the Effective Date, the Reorganized Debtors shall establish (if not already
established) and fund the Professional Fee Escrow Account with Cash equal to the Professional
Fee Reserve Amount, less any amounts previously funded into the Professional Fee Escrow
Account (or the Funded Reserve Account (as defined in the DIP Orders) in accordance with the
DIP Orders). The Professional Fee Escrow Account shall be maintained in trust solely for the
benefit of the Professionals, subject to any remaining amount in the Professional Fee Escrow
Account being promptly paid to Reorganized RVL Pharmaceuticals, Inc. after all Allowed
amounts owing to Professionals have been paid in full. Subject to the rights of the Reorganized
Debtors to such remaining amount in the Professional Fee Escrow Account, such funds shall not
be considered property of the Estates of the Debtors, RVL Corp. or the Reorganized Debtors.
No Liens, Claims, or Interests shall encumber the Professional Fee Escrow Account in any way,
subject to any remaining amount in the Professional Fee Escrow Account being promptly paid to
the Reorganized Debtors after all Allowed amounts owing to Professionals have been paid in
full. The Reorganized Debtors shall be obligated to pay Allowed Professional Fee Claims
through the Effective Date in excess of the Professional Fee Escrow Amount, to the extent
incurred by the Professionals, in each case, solely in their respective capacities as advisors to the
Debtors. The amount of Professional Fee Claims owing to the Professionals shall be paid in
Cash to such Professionals from funds held in the Professional Fee Escrow Account when such
Professional Fee Claims are Allowed by an Order of the Bankruptcy Court; provided that in the
event the Professional Fee Reserve Amount is insufficient to satisfy the Professional Fee Claims,
the Reorganized Debtors shall be required to satisfy the Allowed amounts of the remainder of
any outstanding Professional Fee Claim through the Effective Date, to the extent such
Professional Fee Claims are incurred by the Professionals in their respective capacities as
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advisors to the Debtors. When all such Allowed amounts owing to Professionals have been paid
in full, any remaining amount in the Professional Fee Escrow Account shall promptly be paid to
Reorganized RVL Pharmaceuticals, Inc. without any further action or order of the Bankruptcy
Court or any other Entity. Neither the Debtors nor the Reorganized Debtors shall be responsible
for any Professional Fees incurred after the Effective Date. The sole recourse of the
Professionals with respect to any such fees shall be the Debtor Wind Down Amount or the Wind
Down Amount, as applicable.
C. DIP Claims
On the Effective Date, the DIP Claims shall be Allowed in full, in the aggregate principal
amount of $17,500,000 (less any principal amounts paid prior to the Effective Date) plus all
accrued and unpaid interest under the DIP Credit Agreement (and any unpaid fees, costs, and
expenses, including, without limitation, the Exit Fee (as defined in the DIP Credit Agreement)).
On the Effective Date, (i) so long as no Event of Default (as defined in the DIP Credit
Agreement) shall have occurred, (x) the Wind Down Amount shall be funded into the Wind
Down Reserve (provided that when all distributions permitted under the Wind Down Budget
shall have been made, any remaining amount in the Wind Down Reserve shall promptly be paid
to Reorganized RVL Pharmaceuticals, Inc. or its designee, in each case without any further
action or order of the Bankruptcy Court or any other Entity) and (y) $75,000 (the “Debtor Wind
Down Amount”) shall remain with (or shall be transferred to) RVL Corp. for any wind down
costs related to RVL Corp. (provided that, if any portion of the Debtor Wind Down Amount
remains unused upon completion of the wind down of RVL Corp., any such remaining amount
shall promptly be paid to Reorganized RVL Pharmaceuticals, Inc.), and (ii) pursuant to the
Restructuring Transactions, the DIP Claims will be refinanced with, or exchanged for, the Exit
Facility and all Liens and security interests granted to secure the obligations arising under the
DIP Credit Agreement shall continue, remain in effect, and be deemed to secure the obligations
under the Exit Facility, subject to the terms and conditions of the Exit Facility Documents.
D. Priority Tax Claims
On the Effective Date, except to the extent that a holder of an Allowed Priority Tax
Claim and the Debtors (with the consent of the DIP Lender and the Secured Noteholders) or the
Reorganized Debtors, as applicable, agrees to a less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed Priority
Tax Claim, each holder of such Allowed Priority Tax Claim shall be treated in accordance with
the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code and, for the avoidance of
doubt, holders of Allowed Priority Tax Claims will receive interest on such Allowed Priority Tax
Claims after the Effective Date in accordance with sections 511 and 1129(a)(9)(C) of the
Bankruptcy Code.
ARTICLE III
CLASSIFICATION, TREATMENT, AND VOTING OF CLAIMS AND INTERESTS
A. Classification of Claims and Interests
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This Plan constitutes a separate Plan proposed by each Debtor. Except for the Claims
addressed in Article II of the Plan, all Claims and Interests are classified in the Classes set forth
below in accordance with section 1122 of the Bankruptcy Code. A Claim or an Interest is
classified in a particular Class only to the extent that the Claim or Interest qualifies within the
description of that Class and is classified in other Classes to the extent that any portion of the
Claim or Interest qualifies within the description of such other Classes. A Claim or an Interest
also is classified in a particular Class for the purpose of receiving distributions under the Plan
only to the extent that such Claim or Interest is an Allowed Claim or Interest in that Class and
has not been paid, released, or otherwise satisfied prior to the Effective Date.
Below is a chart assigning each Class a number for purposes of identifying each separate
Class.
Class Claims or Interests Status Voting Rights
1 Other Secured Claims Unimpaired
Not Entitled to Vote
(Conclusively
Presumed to
Accept)
2 Priority Non-Tax Claims Unimpaired
Not Entitled to Vote
(Conclusively
Presumed to
Accept)
3 Secured Note Claims Impaired Entitled to Vote
4 General Unsecured Claims Unimpaired
Not Entitled to Vote
(Conclusively
Presumed to
Accept)
5 SPA Rejection Unsecured Claims Impaired Entitled to Vote
6 Intercompany Claims Impaired
Not Entitled to Vote
(Conclusively
Deemed Not to
Accept)
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Class Claims or Interests Status Voting Rights
7 Equity Interests Unimpaired/
Impaired
Not Entitled to Vote
(Conclusively
Presumed to Accept
or Deemed Not to
Accept)
B. Treatment of Claims and Interests
Each holder of an Allowed Claim or Allowed Interest, as applicable, shall receive under
the Plan the treatment described below in full and final satisfaction, settlement, release, and
discharge of and in exchange for such holder’s Allowed Claim or Allowed Interest, except to the
extent different treatment is agreed to by: (a) the Debtors (with the consent of the DIP Lender
and the Secured Noteholders) or the Reorganized Debtors, as applicable; and (b) the holder of
such Allowed Claim or Allowed Interest, as applicable. Unless otherwise indicated, the holder of
an Allowed Claim or Allowed Interest, as applicable, shall receive such treatment on the
Effective Date or as soon as reasonably practicable thereafter.
1. Class 1 – Other Secured Claims
a. Classification: Class 1 consists of any Other Secured Claims against any
Debtor.
b. Treatment: On the Effective Date, each holder of an Allowed Other
Secured Claim, as determined by the Debtors or the Reorganized Debtors,
as applicable, with the consent of the DIP Lender and the Secured
Noteholders, shall receive:
(i) Reinstatement of its Allowed Other Secured Claim;
(ii) payment in full in Cash in an amount equal to its Allowed Other
Secured Claim, including postpetition interest, if any, on such
Allowed Other Secured Claim required to be paid pursuant to
section 506 of the Bankruptcy Code;
(iii) the collateral securing its Allowed Other Secured Claim free and
clear of Liens, claims, and encumbrances, if and only if such
collateral, as of the day prior to the Effective Date, was property of
the Estate of the applicable Debtor; or
(iv) such other treatment agreed to by the holder of such Allowed
Other Secured Claim and the Debtors or the Reorganized Debtors,
as applicable, with the consent of the DIP Lender and the Secured
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Noteholders.
c. Voting: Class 1 is Unimpaired under the Plan. Holders of Allowed Other
Secured Claims are conclusively presumed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. Holders of Allowed
Other Secured Claims are not entitled to vote to accept or reject the Plan.
2. Class 2 – Priority Non-Tax Claims
a. Classification: Class 2 consists of any Priority Non-Tax Claims against
any Debtor.
b. Treatment: On the Effective Date, each holder of an Allowed Priority
Non-Tax Claim, as determined by the Debtors or the Reorganized
Debtors, as applicable, with the consent of the DIP Lender and the
Secured Noteholders, shall receive:
(i) Reinstatement of its Allowed Priority Non-Tax Claim; or
(ii) such other treatment on account of such Allowed Priority Non-Tax
Claim as determined by the Debtors or the Reorganized Debtors,
as applicable, with the consent of the DIP Lender and the Secured
Noteholders, as agreed to in writing by such holder of such
Allowed Priority Non-Tax Claim.
c. Voting: Class 2 is Unimpaired under the Plan. Holders of Allowed
Priority Non-Tax Claims are conclusively presumed to have accepted the
Plan under section 1126(f) of the Bankruptcy Code. Holders of Allowed
Priority Non-Tax Claims are not entitled to vote to accept or reject the
Plan.
3. Class 3 – Secured Note Claims
a. Classification: Class 3 consists of Secured Note Claims against any
Debtor.
b. Allowance: Class 3 Secured Note Claims shall be deemed Allowed in the
aggregate amount of $80,082,688.94, as of the Petition Date plus any
additional accrued and accruing interest thereon and any other fees, costs,
expenses, and other obligations owed under the Note Purchase Agreement
and the other Note Documents.
c. Treatment: On the Effective Date, each holder of a Secured Note Claim
(or its designee) shall receive, pursuant to the Restructuring Transactions,
such holder’s Pro Rata share of 97.5% of the equity of New Common
Equity HoldCo, subject to dilution by the Management Incentive Plan.
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d. Voting: Each Holder of a Secured Note Claim is Impaired under the Plan.
Therefore, Holders of Secured Note Claims are entitled to vote to accept
or reject the Plan.
4. Class 4 – General Unsecured Claims
a. Classification: Class 4 consists of General Unsecured Claims against any
Debtor.
b. Treatment: On the Effective Date, each Holder of an Allowed General
Unsecured Claim, as determined by the Debtors or the Reorganized
Debtors, as applicable, with the consent of the DIP Lender and the
Secured Noteholders, shall receive:
(i) Payment in full in Cash;
(ii) Reinstatement of its General Unsecured Claim; or
(iii) Such other treatment rendering such General Unsecured Claim
unimpaired in accordance with section 1124 of the Bankruptcy
Code.
c. Voting: Class 4 is Unimpaired under the Plan. Holders of Allowed
Claims in Class 4 are conclusively deemed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such
Holders are not entitled to vote to accept or reject the Plan.
5. Class 5 – SPA Rejection Unsecured Claims
a. Classification: Class 5 consists of SPA Rejection Unsecured Claims.
b. Treatment: On the Effective Date, each Holder of an Allowed SPA
Rejection Unsecured Claim will receive, pursuant to the Restructuring
Transactions, its Pro Rata share of the SPA Rejection Unsecured Claims
Recovery, subject to dilution by the Management Incentive Plan.
c. Voting: Each Holder of a SPA Rejection Unsecured Claim is Impaired
under the Plan. Therefore, Holders of SPA Rejection Unsecured Claims
are entitled to vote to accept or reject the Plan.
6. Class 6 – Intercompany Claims
a. Classification: Class 6 consists of any Intercompany Claims.
b. Treatment: On the Effective Date, as specified in the Restructuring
Transactions Exhibit, each Intercompany Claim, as determined by the
Debtors or the Reorganized Debtors, as applicable, with the consent of the
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DIP Lender and the Secured Noteholders, shall be cancelled, released and
extinguished, and shall have no further force or effect.
c. Voting: Holders of Intercompany Claims are conclusively deemed not to
have accepted the Plan pursuant to section 1126(g) of the Bankruptcy
Code. Holders of Intercompany Claims are not entitled to vote to accept
or reject the Plan.
7. Class 7 – Equity Interests
a. Classification: Class 7 consists of any Equity Interests.
b. Treatment: On the Effective Date, as specified in the Restructuring
Transactions Exhibit, Allowed Equity Interests shall either (x) be
cancelled, released and extinguished without further action of the Debtors,
and shall have no further force or effect or (y) be Reinstated.
c. Voting: Holders of Allowed Equity Interests are conclusively presumed to
have accepted the Plan pursuant to section 1126(f) of the Bankruptcy
Code or deemed not to have accepted the Plan pursuant to section 1126(g)
of the Bankruptcy Code, depending on the treatment selected above.
Holders of Allowed Equity Interests are not entitled to vote to accept or
reject the Plan.
C. Special Provision Governing Unimpaired Claims
Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’
or the Reorganized Debtors’ rights regarding any Unimpaired Claim, including all rights
regarding legal and equitable defenses to or setoffs or recoupments against any such Unimpaired
Claim.
Notwithstanding anything to the contrary in the Plan, Plan Supplement or Confirmation
Order, until an Allowed Claim arising prior to the Effective Date in Class 4 (including cure
claims related to the assumption of executory contracts and unexpired leases, but excluding
Claims (a “Rejection Damages Claim”) for damages related to the rejection of executory
contracts and/or unexpired leases), or which is an Allowed Administrative Expense Claim or
Priority Tax Claim (collectively, the “Unimpaired Class Claims”) has been (x) paid in full in
accordance with applicable law, or on terms agreed to between the holder of such Claim and the
Debtors or Reorganized Debtors, or in accordance with the terms and conditions of the particular
transaction giving rise to such Claim or (y) otherwise satisfied or disposed of as determined by a
court of competent jurisdiction (the occurrence of (x) and (y), an “Unimpaired Claim
Resolution”): (a) the provisions of Plan Articles VIII.A (Discharge of Claims and Termination of
Interests), VIII.B (Releases by the Debtors), VIII.C (Releases by Holders of Claims and
Interests), VIII.E Injunction, but solely as to Article VIII.B (Releases by the Debtors), only to the
extent that such provision releases Claims that could be asserted derivatively by the holder of
such Claim, shall not apply or take effect with respect to such Claim, (b) such Claim shall not be
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deemed settled, satisfied, resolved, released, discharged, barred or enjoined, (c) the property of
each of the Debtors’ Estates that vests in RVL Corp. or a Reorganized Debtor, as applicable,
pursuant to the Plan shall not be free and clear of such Claims, and (d) any Liens of holders of
Unimpaired Class Claims shall not be deemed released (subclauses (a) through (d), collectively,
the “Unimpaired Claim Carveout”). Upon the occurrence of an Unimpaired Claim Resolution
with respect to an Allowed Unimpaired Class Claim, the Unimpaired Claim Carveout shall cease
to apply to such Allowed Unimpaired Class Claim. Except as otherwise provided in the Plan,
nothing under the Plan shall affect the applicable Debtors’ or Reorganized Debtors’ rights
regarding any Unimpaired Class Claim, including, without limitation, all rights regarding legal
and equitable defenses to or setoffs or recoupments against any such Unimpaired Class Claim.
Holders of Unimpaired Class Claims shall not be required to file a Proof of Claim with
the Bankruptcy Court, except for any Proof of Claim for Rejection Damages Claims. Holders of
Unimpaired Class Claims, other than those holding Rejection Damages Claims, shall not be
subject to any claims resolution process in Bankruptcy Court in connection with their Claims
and, solely to the extent there has not been an applicable Unimpaired Claims Resolution, shall
retain on the Effective Date, all their rights under applicable non-bankruptcy law to pursue their
Claims against the Debtors, RVL Corp., or the Reorganized Debtors or other Entity in any forum
with jurisdiction over the parties. Nothing under the Plan shall affect or limit the Debtors’, RVL
Corp.’s or the Reorganized Debtors’ rights, counterclaims, and defenses (whether legal or
equitable) in respect of any Unimpaired Class Claims, including, without limitation, all rights in
respect of legal and equitable defenses to, or setoffs or recoupments against, any such
Unimpaired Class Claims. If the Debtors, RVL Corp., or the Reorganized Debtors dispute any
Unimpaired Class Claim, such dispute shall be determined, resolved or adjudicated in the
manner as if the Chapter 11 Cases had not been commenced (subject to any applicable statutory
caps under the Bankruptcy Code), except with respect to Rejection Damages Claims, which shall
be determined, resolved or adjudicated as set forth in Article VII of the Plan.
D. Elimination of Vacant Classes
Any Class of Claims or Interests that does not have a holder of an Allowed Claim or
Allowed Interest or a Claim or Interest temporarily Allowed by the Bankruptcy Court as of the
date of the Confirmation Hearing shall be deemed eliminated from the Plan for purposes of
voting to accept or reject the Plan and for purposes of determining acceptance or rejection of the
Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code.
E. Voting Classes; Presumed Acceptance by Non-Voting Classes
If a Class contains Claims or Interests eligible to vote and no holders of Claims or
Interests eligible to vote in such Class vote to accept or reject the Plan, the Debtors shall request
the Bankruptcy Court to deem the Plan accepted by the holders of such Claims or Interests in
such Class; provided, however, that such Class will not be used as an impaired accepting class
pursuant to Bankruptcy Code section 1129(a)(10).
F. Intercompany Interests
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To the extent Reinstated, Intercompany Interests are Unimpaired solely to preserve the
Debtors’ corporate structure and for the purposes of administrative convenience, and holders of
Allowed Intercompany Interest shall not otherwise receive or retain any property on account
thereof. For the avoidance of doubt, any Interest in non-Debtor subsidiaries owned by a Debtor
shall continue to be owned by that Debtor when it becomes a Reorganized Debtor on the
Effective Date and, as set forth in the Restructuring Transactions Exhibit, all Interests in RVL
Pharmacy, LLC owned by RVL Pharmaceuticals, Inc. shall continue to be owned by RVL
Pharmaceuticals, Inc. when it becomes a Reorganized Debtor on the Effective Date.
G. Subordinated Claims
The allowance, classification, and treatment of all Allowed Claims and Allowed Interests
and the respective distributions and treatments under the Plan take into account and conform to
the relative priority and rights of the Claims and Interests in each Class in connection with any
contractual, legal, and equitable subordination rights relating thereto, whether arising under
general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or
otherwise. Pursuant to section 510 of the Bankruptcy Code, RVL Corp. and the Reorganized
Debtors, as applicable, in each case with the consent of the DIP Lender and the Secured
Noteholders, reserve the right to re-classify any Allowed Claim or Allowed Interest in
accordance with any contractual, legal, or equitable subordination relating thereto.
H. Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code
The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the
Bankruptcy Code with respect to any rejecting Class of Claims or Interests. The Debtors, with
the consent of the Secured Noteholders and the DIP Lender, reserve the right to modify the Plan
in accordance with Article X of the Plan to the extent, if any, that Confirmation pursuant to
section 1129(b) of the Bankruptcy Code requires modification, including by modifying the
treatment applicable to a Class of Claims or Interests to render such Class of Claims or Interests
Unimpaired to the extent permitted by the Bankruptcy Code and the Bankruptcy Rules.
ARTICLE IV
MEANS FOR IMPLEMENTATION OF THE PLAN
A. General Settlement of Claims and Interests
Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, upon the
Effective Date, the provisions of the Plan shall constitute a good faith compromise and
settlement of all claims, interests and controversies belonging to the Debtors that are resolved
pursuant to the Plan. The entry of the Confirmation Order shall constitute the Bankruptcy
Court’s approval of the compromise or settlement of all such claims (including, for the
avoidance of doubt, (i) settlement of the SPA Rejection Unsecured Claims pursuant to the SPA
Settlement Term Sheet, (ii) the PLC Settlement, and (iii) the settlement of any other claims and
interests pursuant to the Restructuring Transactions, including as set forth on the Restructuring
Transactions Exhibit), interests, and controversies, as well as a finding by the Bankruptcy Court
that such compromise or settlement is in the best interests of the Debtors and their Estates, and is
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fair, equitable, and is within the range of reasonableness.
B. Sources of Consideration for Plan Distributions
1. Cash on Hand
The Reorganized Debtors shall use Cash on hand (including proceeds of the DIP Facility)
to fund distributions to certain holders of Allowed Claims against RVL Pharmaceuticals, Inc.
and RVL Pharmacy, LLC entitled to receive Cash. RVL Corp. may use the Debtor Wind Down
Amount, if available, to fund distributions to certain holders of Allowed Claims, if any, against
RVL Corp. entitled to receive Cash.
2. Exit Facility
On the Effective Date, as specified in the Restructuring Transactions Exhibit, the
Reorganized Debtors and certain of their Affiliates will enter into the Exit Facility, the terms of
which will be set forth in the Exit Facility Documents, which shall be in form and substance
acceptable to the Reorganized Debtors, the DIP Lender and the Secured Noteholders.
Confirmation of the Plan shall be deemed approval of the Exit Facility and the Exit Facility
Documents, and all transactions contemplated thereby, including any actions to be taken,
undertakings to be made, and obligations to be incurred by the Reorganized Debtors in
connection therewith, including the payment of all fees, indemnities, and expenses provided for
therein, and authorization of the Reorganized Debtors to enter into and execute without the need
for any further corporate action the Exit Facility Documents and such other documents as may be
required to effectuate the treatment afforded thereunder. On the Effective Date, all of the Liens
and security interests to be granted in accordance with the Exit Facility Documents, if applicable,
(a) shall be deemed to be granted in good faith, (b) shall be legal, binding, and enforceable Liens
on, and security interests in, the collateral granted thereunder in accordance with the terms of the
Exit Facility Documents, (c) shall be deemed to be automatically perfected on the Effective Date,
subject only to such Liens and security interests as may be permitted under the Exit Facility
Documents under the Bankruptcy Code or any applicable non-bankruptcy law, (d) shall not be
subject to recharacterization or equitable subordination for any purposes whatsoever, and (e)
shall not constitute preferential transfers or fraudulent conveyances under the Bankruptcy Code
or any applicable non-bankruptcy law. Each of the Reorganized Debtors and the persons and
Entities granted such Liens and security interests shall be authorized to make all filings and
recordings, and to obtain all governmental approvals and consents necessary to establish and
perfect such Liens and security interests under the provisions of the applicable state, provincial,
federal, or other law (whether domestic or foreign) that would be applicable in the absence of the
Plan and the Confirmation Order (it being understood that perfection shall occur automatically
by virtue of the entry of the Confirmation Order and any such filings, recordings, approvals, and
consents shall not be required), and will thereafter cooperate to make all other filings and
recordings that otherwise would be necessary under applicable law to give notice of such Liens
and security interests to third parties.
3. Issuance and Distribution of the Equity Interests in New Common Equity HoldCo
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The issuance of the equity interests in New Common Equity HoldCo shall be authorized
without the need for any further action and without any further action by the Holders of Claims
or Interests or the Debtors or the Reorganized Debtors, as applicable. The New Common Equity
Documents shall authorize the issuance and distribution on the Effective Date of the equity
interests in New Common Equity HoldCo for the benefit of Entities entitled to receive the equity
interests in New Common Equity HoldCo pursuant to the Plan. All of the New Common Equity
and the equity interests in New Common Equity HoldCo issued under the Plan shall be duly
authorized and validly issued. Holders of Allowed Secured Note Claims and Allowed SPA
Rejection Unsecured Claims shall be automatically deemed to have executed and accepted the
terms of each such applicable New Common Equity Document (in such person’s capacity as a
direct or indirect equity holder of the Reorganized Debtors) and to be party thereto without
further action. Each of the New Common Equity Documents shall be adopted on the Effective
Date and shall be deemed to be valid, binding and enforceable in accordance with its terms, and
each holder of equity interests in New Common Equity HoldCo shall be bound thereby. Each
transfer, distribution and issuance, as applicable, of the New Common Equity and the equity
interests in New Common Equity HoldCo under the Plan shall be governed by the terms and
conditions set forth in the Plan applicable to such transfer, distribution or issuance and by the
terms and conditions of the instruments evidencing or relating to such transfer, distribution or
issuance, which terms and conditions shall bind each Entity receiving such transfer, distribution
or issuance.
On the Effective Date, none of the New Common Equity or the equity interests in New
Common Equity HoldCo will be registered under the Securities Act or listed on a national
securities exchange, the Reorganized Debtors will not be reporting companies under the
Exchange Act, the Reorganized Debtors will not be required to and will not file reports with the
SEC or any other entity or party, and the Reorganized Debtors will not be required to file
monthly operating reports with the Bankruptcy Court after the Effective Date. To prevent the
Reorganized Debtors from becoming subject to the reporting requirements of the Exchange Act,
except in connection with a public offering, the New Organizational Documents may impose
certain trading restrictions, and the New Common Equity and the equity interests in New
Common Equity HoldCo may be subject to certain transfer and/or other restrictions pursuant to
the New Organizational Documents and the New Common Equity Documents designed to
maintain the Reorganized Debtors as companies that are not subject to the reporting
requirements under the Exchange Act.
C. Management Incentive Plan
After the Effective Date, the Reorganized Board shall adopt and implement the
Management Incentive Plan.
D. Professional Fees and Expenses
On the Effective Date, the Debtors or the Reorganized Debtors shall pay in Cash all
accrued and unpaid reasonable and documented fees and expenses of the DIP Agent, the DIP
Lender, the Secured Note Agent and the Secured Noteholders in accordance with the terms of the
DIP Credit Agreement and the DIP Orders.
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E. Exemption from Registration Requirements
The offering, issuance, and distribution of any Securities, including the New Common
Equity and the equity interests in New Common Equity HoldCo, pursuant to the Plan will be
exempt from the registration requirements of section 5 of the Securities Act and any other
applicable U.S. state or local law requiring registration prior to offering, issuance, distribution, or
sale of securities pursuant to section 1145 of the Bankruptcy Code or any other available
exemption from registration under the Securities Act, as applicable, as further described below.
Pursuant to section 1145 of the Bankruptcy Code, the New Common Equity and the equity
interests in New Common Equity HoldCo issued under the Plan will be freely transferable and
will not be “restricted securities” under the Securities Act by the recipients thereof, subject to:
(a) the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an
underwriter in section 2(a)(11) of the Securities Act and compliance with any applicable state or
foreign securities laws, if any, and the rules and regulations of the United States Securities and
Exchange Commission, if any, applicable at the time of any future transfer of such Securities or
instruments; (b) the New Common Equity Documents; and (c) any other applicable regulatory
approval.
F. Employee Matters
Unless otherwise provided herein, and subject to Article V of the Plan, the Reorganized
Debtors, with the prior written consent (which consent may be given via email) of the DIP
Lender and Secured Noteholders, shall: (a) assume all employment agreements, and
indemnification agreements or other agreements with current and former employees, officers,
directors, or managers of the Debtors; or (b) enter into new agreements with such persons on
terms and conditions acceptable to the Reorganized Debtors, the DIP Lender, the Secured
Noteholders, and such persons. Notwithstanding the foregoing, pursuant to section 1129(a)(13)
of the Bankruptcy Code, from and after the Effective Date, all retiree benefits (as such term is
defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance
with applicable law.
G. Corporate Existence; Dissolution of RVL Corp.
Except as otherwise provided in the Plan or any agreement, instrument, or other
document incorporated in the Plan or the Plan Supplement, RVL Corp. and each Reorganized
Debtor shall continue to exist on and after the Effective Date each as a separate legal entity with
all the powers available to such entity pursuant to the applicable law in the jurisdiction in which
each applicable Debtor is incorporated or formed and pursuant to the respective certificate of
incorporation and by-laws (or other formation documents) in effect prior to the Effective Date,
except to the extent such certificate of incorporation and by-laws (or other formation documents)
are amended, restated, or replaced under the Plan or otherwise, including pursuant to the New
Organizational Documents, in each case, consistent with the Plan, and to the extent such
documents are amended in accordance therewith, such documents are deemed to be amended,
restated, or replaced pursuant to the Plan and require no further action or approval (other than
any requisite filings required under applicable state, provincial, or federal law). On or after the
Effective Date, the respective certificate of incorporation and by-laws (or other formation
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documents) of each of RVL Corp. and each Reorganized Debtor may be amended or modified on
the terms therein without supervision or approval by the Bankruptcy Court and free of any
restrictions of the Bankruptcy Code or Bankruptcy Rules. On or after the Effective Date, RVL
Corp and the Reorganized Debtors may be disposed of, dissolved, wound down, or liquidated
without supervision or approval by the Bankruptcy Court and free of any restrictions of the
Bankruptcy Code or Bankruptcy Rules.
On and after the Effective Date, RVL Corp. shall have the power and authority to take
any action necessary to wind down and dissolve RVL Corp., and such dissolution may occur on
or immediately after the Effective Date. Upon the filing of a certificate dissolution for RVL
Corp. with the Secretary of State of Delaware, RVL Corp. shall be deemed automatically
dissolved for all purposes. The filing by RVL Corp. of such certificate of dissolution shall be
authorized and approved in all respects without further action under applicable law, regulation,
order, or rule, including, without limitation, any action by the stockholders and board of directors
of RVL Corp.
H. New Organizational Documents
On or immediately prior to the Effective Date, the New Organizational Documents shall
be automatically adopted by the applicable Reorganized Debtors. To the extent required under
the Plan or applicable non-bankruptcy law, each of the Reorganized Debtors will file its New
Organizational Documents with the applicable authorities in its respective jurisdiction of
organization. The New Organizational Documents will prohibit the issuance of non-voting equity
Securities, to the extent required under section 1123(a)(6) of the Bankruptcy Code.
On or after the Effective Date, the Reorganized Debtors may amend and restate their
respective New Organizational Documents in accordance with the terms thereof, and the
Reorganized Debtors may file such amended certificates or articles of incorporation, bylaws, or
such other applicable formation documents, and other constituent documents as permitted by the
laws of their respective jurisdictions of incorporation or formation and the New Organizational
Documents.
I. Directors, Managers and Officers of the Reorganized Debtors.
As of the Effective Date, the terms of the current members of the board of directors of
RVL Pharmaceutical, Inc. and manager of RVL Pharmacy, LLC shall expire, and the new
directors, managers and officers of the Reorganized Debtors shall be appointed. Except to the
extent that a current member of the board of directors of RVL Pharmaceutical, Inc. or manager
of RVL Pharmacy, LLC is designated to serve as a director, manager, or sole manager of the
applicable Reorganized Debtor, the current members of the board of directors of RVL
Pharmaceutical, Inc. and manager of RVL Pharmacy, LLC prior to the Effective Date, in their
capacities as such, shall have no continuing obligations to such Debtors on or after the Effective
Date, and each such director and/or manager, as applicable, shall be deemed to have resigned or
shall otherwise cease to be a director or manager, as applicable, of RVL Pharmaceutical, Inc. and
RVL Pharmacy, LLC on the Effective Date. Each of the directors, managers, sole managers and
officers of each of the Reorganized Debtors shall serve pursuant to the terms of the applicable
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New Organizational Documents of such Reorganized Debtor and may be designated, replaced, or
removed in accordance with such New Organizational Documents.
J. Vesting of Assets in the Reorganized Debtors and RVL Corp.
Except as otherwise expressly provided in the Confirmation Order or in the Plan, on the
Effective Date, pursuant to sections 1141(b) and (c) of the Bankruptcy Code, all property in each
Estate, all Causes of Action, and any property acquired by the applicable Debtors pursuant to the
Plan shall vest in each respective Reorganized Debtor or RVL Corp., as applicable, free and clear
of all Liens, Claims, charges, other encumbrances, and interests; provided, for the avoidance of
doubt, that any remaining proceeds of the DIP Facility shall vest in the Reorganized Debtors. On
and after the Effective Date, except as otherwise provided in the Plan, each Reorganized Debtor
and RVL Corp. (if applicable), respectively, may operate its business and may use, acquire, or
dispose of property, enter into transactions, agreements, understandings or arrangements,
whether in or other than in the ordinary course of business and execute, deliver, implement and
fully perform any and all obligations, instruments, documents and papers or otherwise in
connection with any of the foregoing, and compromise or settle any Claims, Interests, or Causes
of Action without supervision or approval by the Bankruptcy Court and free of any restrictions
of the Bankruptcy Code or Bankruptcy Rules in all respects.
K. Cancellation of Existing Securities and Agreements
Except for the purpose of evidencing a right to and allowing Holders of Claims to receive
a distribution under the Plan and subject to the terms of the applicable agreement, except with
respect to assumed Executory Contracts and Unexpired Leases and except as otherwise set forth
herein, or in the Plan Supplement or any related agreement, instrument, or document, on the
Effective Date, all agreements, instruments, notes, certificates, indentures, mortgages, security
documents, and other instruments or documents evidencing or creating any prepetition Claim or
Interest (collectively, the “Cancelled Agreements”) (except that the following shall not be
Cancelled Agreements: the agreements, instruments, notes, certificates, indentures, mortgages,
security documents, and other instruments or documents governing, relating to and/or evidencing
(i) certain Intercompany Interests not modified by the Plan, and (ii) any Claims or Interests
Reinstated pursuant to the Plan) and any rights of any Holder in respect thereof shall be
discharged and cancelled and of no force or effect and the Debtors shall not have any continuing
obligations thereunder; provided, however, that each of the Cancelled Agreements shall continue
in effect solely for the purposes of (a) allowing Holders of Allowed Claims or Interests to receive
distributions under the Plan on account of such Allowed Claims or Interests and (b) allowing and
preserving the rights of the Secured Note Agent and the DIP Agent, as applicable, to (1) make
distributions on account of such Claims or Interests; (2) receive compensation and
reimbursement for any reasonable and documented fees and expenses incurred in connection
with the implementation, consummation, and defense of the Plan; (3) maintain, enforce, and
exercise any right or obligation to compensation, indemnification, expense reimbursement, or
contribution, or any other claim or entitlement that the DIP Agent, DIP Lender, Secured
Noteholders, and Secured Note Agent may have under the Plan, the applicable credit agreement,
letters of credit, indentures, collateral agreements, or pledge agreements; and (4) appear and raise
issues in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other court
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after the Effective Date on matters relating to the Plan or the applicable credit agreements or
indentures, and defend, compromise, settle or prosecute litigation in connection therewith;
provided, further, that the Secured Note Agent and DIP Agent may take such further action to
implement the terms of this Plan, including the Restructuring Transactions, as agreed to with the
Debtors or the Reorganized Debtors, as applicable, with the consent of the Secured Noteholders
and the DIP Lender, to the extent not inconsistent with the Confirmation Order or the Plan.
On and after the Effective Date, all duties, responsibilities or obligations of the Holders
of DIP Claims, the Secured Noteholders, or the Secured Note Agent, in each case under (i) the
Note Purchase Agreement and (ii) the DIP Credit Agreements and the other DIP Documents,
shall, in each case, be fully discharged, and such Persons shall have no rights or obligations
arising from or related to such agreements, instruments, Securities, or other documentation or the
cancellation thereof, except the rights provided for or expressly reserved pursuant to the Plan;
provided that the foregoing shall not apply to the extent applicable Claims are Reinstated;
provided, further, that notwithstanding anything to the contrary in the Plan, any and all rights or
obligations to compensation, indemnification, expense reimbursement, or contribution in (i) the
Note Purchase Agreement and (ii) the DIP Credit Agreements and the other DIP Documents,
that, in each case of the foregoing clauses (i) and (ii), by its terms survives termination of such
documents, shall survive the occurrence of the Effective Date and any such rights shall continue
and be fully enforceable against the Debtors or the Reorganized Debtors, as applicable, and such
rights and obligations shall not be discharged or released pursuant to the Plan or the
Confirmation Order; provided, further, that any fees costs, indemnities, or other amounts due and
owing to the Secured Note Agent under any applicable Purchase Note Documents or in respect
of any fees or obligations owed in connection with any letters of credit issued thereunder shall be
paid in full in Cash on the Effective Date, provided that any such Secured Note Agent shall
provide the Debtors with no less than five days advance notice (or such shorter period as may be
reasonably agreed) of any such amounts. For the avoidance of doubt, the Debtors, the
Reorganized Debtors, RVL Corp., the DIP Agent, and the Secured Notes Agent may (x) make
post-Effective Date Distributions or take such other action to exercise their respective rights and
discharge their respective obligations relating to the interests of the Holders of such Claims in
accordance with the Plan and (y) take any other action necessary to cause the Plan to become
effective, including by implementing the Restructuring Transactions set forth in this Plan and in
the Restructuring Transactions Exhibit.
L. Preservation of Causes of Action.
Other than the Causes of Action released by the Debtors pursuant to the releases and
exculpations contained in the Plan, including in Article VIII hereof or pursuant to a Final Order
(including the DIP Order), which, in each case, shall be deemed released and waived by the
Debtors and the Reorganized Debtors as of the Effective Date, in accordance with section
1123(b) of the Bankruptcy Code, RVL Corp. and each Reorganized Debtor, as applicable, shall
retain and may enforce all rights to commence and pursue, as appropriate, any and all Causes of
Action of the applicable Debtors, whether arising before or after the Petition Date, including any
actions specifically enumerated in the Schedule of Retained Causes of Action, and RVL Corp.’s
and the Reorganized Debtors’ respective rights, as applicable, to commence, prosecute, or settle
such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date.
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RVL Corp. and the Reorganized Debtors, as applicable, may pursue such retained Causes
of Action, as appropriate, in accordance with the respective best interests of RVL Corp. and each
Reorganized Debtor. No Entity (other than the Released Parties) may rely on the absence of
a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any
Causes of Action against it as any indication that the Debtors or the Reorganized Debtors,
as applicable, will not pursue any and all available Causes of Action of the Debtors against
it. Except as specifically released or as assigned or transferred under the Plan or pursuant
to a Final Order (including the DIP Order), the Debtors, RVL Corp., and the Reorganized
Debtors, as applicable, expressly reserve all rights to prosecute any and all Causes of
Action against any Entity, except as otherwise expressly provided in the Plan, including
Article VIII hereof or pursuant to a Final Order (including the DIP Order). RVL Corp. and
the Reorganized Debtors, as applicable, may settle any such objection without any further notice
to or action, order, or approval of the Bankruptcy Court. If there is any dispute regarding the
inclusion of any Causes of Action on the Schedule of Retained Causes of Action that remains
unresolved by the Debtors or by RVL Corp. or the Reorganized Debtors, as applicable, and the
objection party for thirty days, such. objection shall be resolved by the Bankruptcy Court. Unless
any Causes of Action of the Debtors against an Entity are expressly waived, relinquished,
exculpated, released, compromised, or settled in the Plan or a Final Order (including the DIP
Order), RVL Corp. and the Reorganized Debtors, respectively, expressly reserve all Causes of
Action, for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of
res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable,
or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of
the Confirmation or Consummation.
The Reorganized Debtors and RVL Corp., respectively, reserve and shall retain such
Causes of Action of the applicable Debtors notwithstanding the rejection or repudiation of any
Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In
accordance with section 1123(b)(3) of the Bankruptcy Code, and except as expressly waived,
relinquished, exculpated, released, compromised, or settled in the Plan or pursuant to a Final
Order (including the DIP Order), any Causes of Action that a Debtor may hold against any Entity
shall vest in RVL Corp. or the Reorganized Debtors, as applicable, except as otherwise expressly
provided in the Plan, including Article VIII hereof. RVL Corp. and the Reorganized Debtors, as
applicable, through their respective authorized agents or representatives, shall retain and may
exclusively enforce any and all such Causes of Action. RVL Corp. and the Reorganized Debtors,
as applicable, shall have the exclusive right, authority, and discretion to determine and to initiate,
file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment
any such Causes of Action and to decline to do any of the foregoing without the consent or
approval of any third party or further notice to or action, order, or approval of the Bankruptcy
Court.
M. Effectuating Documents; Further Transactions.
Prior to the Effective Date, the Debtors are, and on and after the Effective Date, RVL
Corp. and the Reorganized Debtors, and their respective officers, directors, members, and
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managers (as applicable), are authorized to and may issue, execute, deliver, file, or record to the
extent not inconsistent with any provision of this Plan such contracts, Securities, instruments,
releases, and other agreements or documents and take such actions as may be necessary or
appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan
and the Securities issued pursuant to the Plan, including the Restructuring Transactions and the
Restructuring Transactions Exhibit, in the name of and on behalf of RVL Corp. or the
Reorganized Debtors, as applicable, without the need for any approvals, authorizations, actions,
notices or consents except for those expressly required pursuant to the Plan.
As of the Effective Date, the Reorganized Debtors and RVL Corp. shall have the power
and authority, pursuant to section 505(b) of the Bankruptcy Code, to request an expedited
determination of any unpaid tax liability of any of the Debtors or their Estates for any tax
incurred during the administration of such Debtors, Chapter 11 Case, as determined under
applicable tax laws.
N. Corporate Action
Upon the Effective Date, or as soon thereafter as is reasonably practicable, all actions
contemplated by the Plan and the Plan Supplement shall be deemed authorized and approved by
the Bankruptcy Court in all respects, including, without limitation (i) the issuance or distribution
of the New Common Equity and the equity interests in New Common Equity HoldCo; (ii) the
selection of the directors and officers for the Reorganized Debtors; (iii) implementation of the
Restructuring Transactions; (iv) the winding down and dissolution of RVL Corp., and (v) all
other actions contemplated by the Plan and the Plan Supplement (whether to occur before, on, or
after the Effective Date) and the Restructuring Transactions Exhibit (including, without
limitation, the cancellation or unwinding of any asserted intercompany claims or balances
(including any Intercompany Claims) between and among any Debtors and any non-Debtor
affiliates, including RevitaLid Pharmaceutical plc, including by setoff or otherwise, and waiver
by the Secured Noteholders of all claims against RVL Pharmaceuticals plc and certain non-Debtor subsidiaries under the Note Purchase Agreement). Upon the Effective Date, all matters
provided for in the Plan and Restructuring Transactions Exhibit involving the corporate structure
of the Reorganized Debtors, and any corporate, partnership, limited liability company, or other
governance action required by the Debtors, RVL Corp., or the Reorganized Debtors, as
applicable, in connection with the Plan shall be deemed to have occurred and shall be in effect,
without any requirement of further action by the Security Holders, members, directors,
managers, or officers of the Debtors, RVL Corp. or the Reorganized Debtors, as applicable. On
or before the Effective Date, as applicable, the appropriate officers of the Debtors or the
Reorganized Debtors shall be authorized to issue, distribute, execute, and/or deliver the
agreements, documents, securities, and instruments contemplated by the Plan (or necessary or
desirable to effect the transactions contemplated by the Plan), in the name of and on behalf of the
Reorganized Debtors, as applicable to the extent not previously authorized by the Bankruptcy
Court. The authorizations and approvals contemplated by this Article IV.N shall be effective
notwithstanding any requirements under non-bankruptcy law.
O. Section 1146(a) Exemption
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To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, any transfers
(whether from a Debtor to a Reorganized Debtor or to any other person) of property under the
Plan or pursuant to: (a) the issuance, distribution, transfer, or exchange of any debt, Equity
Security, or other Interest in the Debtors or the Reorganized Debtors, including the New
Common Equity and the equity interests in New Common Equity HoldCo and the execution and
delivery of the Exit Facility; (b) the Restructuring Transactions; (c) the creation, modification,
consolidation, termination, refinancing, and/or recording of any mortgage, deed of trust, or other
security interest, or the securing of additional indebtedness by such or other means; (d) the
making, assignment, or recording of any lease or sublease; (e) the grant of collateral as security
for any or all of the Exit Facility; or (f) the making, delivery, or recording of any deed or other
instrument of transfer under, in furtherance of, or in connection with, the Plan, including any
deeds, bills of sale, assignments, or other instrument of transfer executed in connection with any
transaction arising out of, contemplated by, or in any way related to the Plan, shall not be subject
to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage
tax, real estate transfer tax, sale or use tax, mortgage recording tax, Uniform Commercial Code
filing or recording fee, regulatory filing or recording fee, or other similar tax or governmental
assessment, and upon entry of the Confirmation Order, the appropriate state or local
governmental officials or agents shall forego the collection of any such tax or governmental
assessment and accept for filing and recordation any of the foregoing instruments or other
documents without the payment of any such tax, recordation fee, or governmental assessment.
All filing or recording officers (or any other person with authority over any of the foregoing),
wherever located and by whomever appointed, shall comply with the requirements of section
1146(c) of the Bankruptcy Code, shall forego the collection of any such tax or governmental
assessment, and shall accept for filing and recordation any of the foregoing instruments or other
documents without the payment of any such tax or governmental assessment.
P. Restructuring Transactions
On or after the Confirmation Date or as soon as reasonably practicable thereafter, the
Debtors shall take all actions set forth in the Restructuring Transactions Exhibit, and may enter
into any transaction and take all actions as may be necessary or appropriate to effectuate the
transactions described in, approved by, contemplated by, or necessary to, effectuate the Plan,
including (i) the execution and delivery of appropriate agreements or other documents of merger,
amalgamation, consolidation, restructuring, reorganization, conversion, disposition, transfer,
arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are
consistent with the terms of the Plan, including such transactions as are acceptable to the DIP
Lender and the Secured Noteholders to effect (a) the issuance and distribution of the New
Common Equity indirectly through the issuance and distribution of New Common Equity
HoldCo, (b) the incurrence by the Reorganized Debtors or an Affiliate thereof of the debt under
the Exit Facility and execution and delivery of the Exit Facility Documents and the refinancing
of the DIP Claims with the Exit Facility, and (c) the guaranty of the Exit Facility by the
Reorganized Debtors; (ii) the execution and delivery of appropriate instruments of transfer,
assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation
on terms consistent with the terms of the Plan; (iii) the filing of appropriate bylaws, certificates
or articles of incorporation (or similar documents governing the shares, membership interests,
limited or general partnership interests, certificates, notes, purchase rights, options, warrants, or
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other instruments evidencing or creating any indebtedness or obligation of, or direct or indirect
ownership interest in, the Reorganized Debtors) reincorporation, merger, consolidation,
conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state
or law; (iv) the making of any applicable tax elections; and (v) all other actions that the Debtors
determine to be necessary or appropriate, including making filings or recordings that may be
required by applicable law in connection with the Plan (collectively, the “Restructuring
Transactions”). The Restructuring Transactions shall be structured in a manner that takes into
account the tax position of creditors and the Reorganized Debtors.
Each of the matters provided for by the Plan involving the corporate structure of the
Reorganized Debtors and/or the Debtors or corporate or related actions to be taken by or required
of the Reorganized Debtors, whether taken prior to or as of (or in the case of (f) below, after) the
Effective Date, shall be deemed authorized and approved in all respects without the need for any
further action and without any further action by the Reorganized Debtors or the Debtors, as
applicable. Such actions may include, among others, the following: (a) the adoption and filing
of the New Organizational Documents; (b) the selection of the directors, managers, and officers
for the Reorganized Debtors, including the appointment of the Reorganized Board; (c) the
authorization, issuance, and distribution of New Common Equity and the equity interests in New
Common Equity HoldCo; (d) the assumption of Executory Contracts or Unexpired Leases;
(e) the entry into the Exit Facility, and the execution and delivery of the Exit Facility
Documents; and (f) the adoption of the Management Incentive Plan on terms and conditions
determined by the Reorganized Board.
Q. Director and Officer Liability Insurance.
After the Effective Date, none of the Debtors shall terminate or otherwise reduce the
coverage under any director and officer liability insurance policies of such Debtors (including
any “tail policy”) in effect on or after the Petition Date, with respect to conduct or events
occurring prior to the Effective Date, and all directors and officers of the Debtors who served in
such capacity at any time prior to the Effective Date shall be entitled to the full benefits of any
such policies for the full term of such policies, to the extent set forth therein, regardless of
whether such directors and officers remain in such positions after the Effective Date.
ARTICLE V
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
A. Assumption of Executory Contracts and Unexpired Leases
Each Executory Contract and Unexpired Lease that has otherwise not been rejected (as
set forth in the Rejected Contracts and Leases Schedule) shall be deemed assumed by the
applicable Debtor, without the need for any further notice to or action, order, or approval of the
Bankruptcy Court, as of the Effective Date under section 365 of the Bankruptcy Code. The
assumption of Executory Contracts and Unexpired Leases hereunder may include the assignment
of certain of such contracts to Affiliates. The Confirmation Order will constitute an order of the
Bankruptcy Court approving the above-described assumptions and assignments.
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Except as otherwise provided herein or agreed to by the Debtors, and the applicable
counterparty, each assumed Executory Contract or Unexpired Lease shall include all
modifications, amendments, supplements, restatements, or other agreements related thereto, and
all rights related thereto, if any, including all easements, licenses, permits, rights, privileges,
immunities, options, rights of first refusal, and any other interests. Modifications, amendments,
supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that
have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the
prepetition nature of the Executory Contract or Unexpired Lease or the validity, priority, or
amount of any Claims that may arise in connection therewith.
Each Executory Contract or Unexpired Lease assumed pursuant to the Plan or by
Bankruptcy Court order but not assigned to a third party before the Effective Date shall re-vest in
and be fully enforceable by the applicable contracting Reorganized Debtor or RVL Corp. in
accordance with its terms, except as such terms may have been modified by any order of the
Bankruptcy Court authorizing and providing for its assumption under applicable federal law (in
each case, in accordance with applicable law, including by consent of the counterparty to such
Executory Contract or Unexpired Lease). Subject to applicable law, including section 365(d)(4)
of the Bankruptcy Code, any motions to assume Executory Contracts or Unexpired Leases
pending on the Effective Date shall be subject to approval by a Final Order of the Bankruptcy
Court on or after the Effective Date but may be withdrawn, settled, or otherwise prosecuted by
the Reorganized Debtors or RVL Corp., as applicable.
B. Cure of Defaults and Objections to Cure and Assumption
Unless otherwise agreed in writing by such counterparty, any monetary defaults that are
required to be cured to assume an Executory Contract or Unexpired Lease shall be satisfied
pursuant to section 365(b)(1) of the Bankruptcy Code in the ordinary course of business. Any
counterparty to an Executory Contract or Unexpired Lease that fails to timely raise any objection
that could have been raised under section 365 of the Bankruptcy Code shall be deemed to have
consented to the applicable Debtor’s assumption of such Executory Contract and Unexpired
Lease, to the extent any such consent is required, and all such counterparties shall be forever
enjoined and barred from objecting to such Debtor’s assumption of such Executory Contract and
Unexpired Lease for any reason.
If there is a dispute regarding (i) the amount of any Cure, (ii) the ability of the
Reorganized Debtors or RVL Corp., as applicable, to provide “adequate assurance of future
performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory
Contract or Unexpired Lease to be assumed or (iii) any other matter pertaining to assumption,
then the Bankruptcy Court shall retain jurisdiction in all respects to hear such disputes; provided
that the occurrence of any such dispute shall not prevent or delay implementation of this Plan or
Effective Date; provided further that the Debtors may settle any such dispute without any further
notice to any party or any action, order, or approval of the Bankruptcy Court; provided further
that notwithstanding anything to the contrary herein, the Debtors reserve the right to either reject,
or nullify the assumption of, any Executory Contract or Unexpired Lease within thirty (30) days
after the entry of a Final Order resolving an objection to assumption, determining the Cure under
an Executory Contract or Unexpired Lease that was subject to a dispute, or resolving any request
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for adequate assurance of future performance required to assume such Executory Contract or
Unexpired Lease.
Assumption of any Executory Contract or Unexpired Lease pursuant to this Plan or
otherwise, and the continued performance thereunder (or the payment of a Cure, if any), shall
result in the full release, satisfaction, and cure of any defaults thereunder, whether monetary or
nonmonetary, including defaults of provisions restricting the change in control or ownership
interest composition or other bankruptcy-related defaults, arising under any assumed Executory
Contract or Unexpired Lease at any time prior to the effective date of assumption or assumption
and assignment. Any and all Proofs of Claim filed with respect to an Executory Contract or
Unexpired Lease that has been assumed or assumed and assigned in the Chapter 11 Cases,
including pursuant to the Confirmation Order, and for which any Cure has been fully paid
pursuant to this Article V.B. of this Plan, shall be deemed disallowed and expunged as of the
Effective Date, without the need for any objection thereto or any further notice to or action,
order, or approval of the Bankruptcy Court.
C. Contracts, Intercompany Contracts, and Leases Entered Into After the Petition
Date
Contracts, Intercompany Contracts, and leases entered into after the Petition Date by any
Debtor and any Executory Contracts and Unexpired Leases assumed by any Debtor may be
performed by RVL Corp. or the applicable Reorganized Debtor, as applicable, in the ordinary
course of business.
D. Insurance Policies
Each of the Debtors’ insurance policies and any agreements, documents, or instruments
relating thereto are treated as Executory Contracts under the Plan. Unless otherwise provided in
the Plan, on the Effective Date, the Debtors shall be deemed to have assumed all insurance
policies and any agreements, documents, and instruments relating to coverage of all insured
Claims.
E. Compensation and Benefits
As of the Effective Date, unless specifically rejected by a Final Order of the Bankruptcy
Court or otherwise specifically provided for herein, all employment and severance policies,
workers’ compensation programs, and all compensation and benefit plans, policies, and
programs of the Debtors applicable to its present and former employees, officers, and directors,
including all health care plans, disability plans, severance benefit plans, and incentive plans,
shall be deemed to be, and shall be treated as though they are, Executory Contracts that are
deemed assumed under the Plan, and the Debtors’ obligations under such plans, policies, and
programs, shall be deemed assumed pursuant to section 365(a) of the Bankruptcy Code, survive
Confirmation of the Plan, remain unaffected thereby, and not be discharged in accordance with
section 1141 of the Bankruptcy Code. Any defaults existing under any of such plans, policies,
and programs shall be cured promptly after they become known by RVL Corp. or the
Reorganized Debtors, as applicable.
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F. Rejection
In the event that the rejection of an Executory Contract or Unexpired Lease hereunder
results in damages to the other party or parties to such contract or lease, any Claim for such
damages shall be forever barred and shall not be enforceable against the applicable Debtor or
RVL Corp. or the Reorganized Debtor, as applicable, or their respective Estate, properties or
interests in property, unless a Proof of Claim is filed with the Bankruptcy Court and served upon
the applicable Debtor no later than thirty (30) days after the later of (i) the Confirmation Date or
(ii) the Effective Date of the rejection of such Executory Contract or Unexpired Lease, as set
forth on the Rejected Contracts and Leases Schedule or order of the Bankruptcy Court. The
Confirmation Order shall constitute the Bankruptcy Court’s approval of the rejection of all the
leases and contracts identified in the Rejected Contracts and Leases Schedule.
On the Effective Date, the Stock Purchase Agreement will be rejected and, in accordance
with that certain prepetition settlement reached with certain of the Holders of SPA Rejection
Unsecured Recovery Claims, other than the SPA Rejection Unsecured Recovery, such Holders
shall be entitled to no Claim against the applicable Debtors, the Reorganized Debtors, or RVL
Corp., and no distribution or recovery on account of, any purported rejection damages Claim.
Also on the Effective Date, in accordance with the SPA Settlement Term Sheet, the VOOM
License will be assumed by the Reorganized Debtors.
G. Nonoccurrence of Effective Date
In the event that the Effective Date does not occur, the Bankruptcy Court shall retain
jurisdiction with respect to any request to extend the deadline for assuming or rejecting
Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code, unless such deadline(s)
have expired.
H. Reservation of Rights
Nothing contained in the Plan or the Plan Supplement shall constitute an admission by
the Debtors or any other party that any such contract or lease is in fact an Executory Contract or
Unexpired Lease or that RVL Corp. or any Reorganized Debtor has any liability thereunder. If
there is a dispute regarding whether a contract or lease is or was executory or unexpired at the
time of assumption or rejection, the Debtors or RVL Corp. or the Reorganized Debtors, as
applicable, shall have forty-five (45) days following entry of a Final Order resolving such
dispute to alter their treatment of such contract or lease.
ARTICLE VI
PROVISIONS GOVERNING DISTRIBUTIONS
A. Distributions on Account of Claims and Interests Allowed as of the Effective Date
Except as otherwise provided in this Plan or a Final Order, or as otherwise agreed to by
the Debtors or the Reorganized Debtors (as the case may be) and the holder of the applicable
Claim or Interest, distributions under this Plan on account of Claims and Interests shall be made
on the Distribution Date on account of Allowed Claims and Interests on the Effective Date or as
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soon as practicable thereafter, subject to the rights of RVL Corp. and the Reorganized Debtors to
object to Claims and Interests; provided, however, that (1) Allowed Administrative Expense
Claims with respect to liabilities incurred by the Debtors in the ordinary course of business
during the Chapter 11 Cases or assumed by the Debtors prior to the Effective Date shall be paid
or performed in the ordinary course of business in accordance with the terms and conditions of
any controlling agreements, course of dealing, course of business, or industry practice, and (2)
Allowed Priority Tax Claims shall be paid in accordance with Article II.D of the Plan. To the
extent any Allowed Priority Tax Claim is not due and owing on the Effective Date, such Claim
shall be paid in full in Cash in accordance with the terms of any agreement between the Debtors
and the holder of such Claim or as may be due and payable under applicable non-bankruptcy law
or in the ordinary course of business. A Distribution Date shall occur no less frequently than
once in every thirty (30) day period after the Effective Date, as necessary, in the sole discretion
of RVL Corp. and the Reorganized Debtors, as applicable.
B. Special Rules for Distributions to Holders of Disputed Claims and Interests
Notwithstanding any provision otherwise in the Plan and except as otherwise agreed by
the relevant parties: (a) no partial payments and no partial distributions shall be made with
respect to a Disputed Claim or Interest until all such disputes in connection with such Disputed
Claim or Interest have been resolved by settlement or Final Order; and (b) any Entity that holds
both an Allowed Claim or Interest and a Disputed Claim or Interest shall not receive any
distribution on the Allowed Claim or Interest unless and until all objections to the Disputed
Claim or Interest have been resolved by settlement or Final Order or the Claims or Interests have
been Allowed or expunged. Any dividends or other distributions arising from property
distributed to holders of Allowed Claims or Interests, as applicable, in a Class and paid to such
holders under the Plan shall also be paid, in the applicable amounts, to any holder of a Disputed
Claim or Interest, as applicable, in such Class that becomes an Allowed Claim or Interest after
the date or dates that such dividends or other distributions were earlier paid to holders of
Allowed Claims or Interests in such Class.
C. Delivery of Distributions
1. Record Date for Distributions to Holders of Non-Publicly Traded Securities
On the Distribution Date, the Claims Register shall be closed and any party responsible
for making distributions shall be authorized and entitled to recognize only those Holders of
Claims listed on the Claims Register as of the close of business on the Distribution Date.
Notwithstanding the foregoing, if a Claim or Interest, other than one based on a publicly traded
Certificate, is transferred and the Debtors have been notified in writing of such transfer less than
ten (10) days before the Effective Date, the party responsible for making distributions shall make
distributions to the transferee (rather than the transferor) only to the extent practical and in any
event only if the relevant transfer form contains an unconditional and explicit certification and
waiver of any objection to the transfer by the transferor.
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2. Distribution Process
Except as otherwise provided herein, and notwithstanding any authority to the contrary,
distributions to holders of Allowed Claims, including Claims that become Allowed after the
Effective Date, shall be made to holders of record as of the Distribution Date by RVL Corp or
the Reorganized Debtors, as applicable: (1) to the address of such holder as set forth in the
books and records of the applicable Debtor (or if the Debtors have been notified in writing, on or
before the date that is ten (10) days before the Effective Date, of a change of address, to the
changed address); (2) in accordance with Federal Rule of Civil Procedure 4, as modified and
made applicable by Bankruptcy Rule 7004, if no address exists in the Debtors’ books and
records, no Proof of Claim has been filed and RVL Corp. and the Reorganized Debtors, as
applicable, have not received a written notice of a change of address on or before the date that is
ten (10) days before the Effective Date; or (3) on any counsel that has appeared in the Chapter 11
Cases on the holder’s behalf. The Debtors and the Reorganized Debtors, as applicable, shall not
incur any liability whatsoever on account of any distributions under the Plan.
3. Accrual of Dividends and Other Rights
For purposes of determining the accrual of distributions or other rights after the Effective
Date, the New Common Equity and the equity interests in New Common Equity HoldCo shall be
deemed distributed as of the Effective Date regardless of the date on which it is actually issued,
dated, authenticated, or distributed; provided, however, the Reorganized Debtors shall not pay
any such distributions or distribute such other rights, if any, until after distributions of the New
Common Equity and the equity interests in New Common Equity HoldCo actually take place.
4. Compliance Matters
In connection with the Plan, to the extent applicable, the Reorganized Debtors and any
other distributing party shall comply with all tax withholding and reporting requirements
imposed on them by any Governmental Unit, and all distributions pursuant to the Plan shall be
subject to such withholding and reporting requirements. Notwithstanding any provision in the
Plan to the contrary, RVL Corp., the Reorganized Debtors, and any other distributing party shall
be authorized to take all actions necessary or appropriate to comply with such withholding and
reporting requirements, including liquidating a portion of the distribution to be made under the
Plan to generate sufficient funds to pay applicable withholding taxes, withholding distributions
pending receipt of information necessary to facilitate such distributions, or establishing any other
mechanisms they believe are reasonable and appropriate. The Reorganized Debtors and any
other distributing party reserve the right to allocate all distributions made under the Plan in
compliance with all applicable wage garnishments, alimony, child support, and other spousal
awards, liens, and encumbrances.
In the case of any distribution that is subject to withholding, the distributing party may
request a holder of an Allowed Claim to complete and return a Form W-8 or W-9, as applicable
to each such holder, and any other applicable forms. The distributing party shall have the right
not to make a distribution until its withholding obligation is satisfied pursuant to the preceding
sentences. If an intended recipient of a non-Cash distribution is required to provide or has
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agreed to provide the withholding agent with the Cash necessary to satisfy the withholding tax
pursuant to this section and such person fails to comply before the date that is 180 days after the
request is made, the amount of such distribution shall irrevocably revert to RVL Corp. or the
applicable Reorganized Debtor, as applicable, and any Claim in respect of such distribution shall
be discharged and forever barred from assertion against RVL Corp., the applicable Reorganized
Debtor or any of their respective property. Any amounts withheld pursuant to the Plan shall be
deemed to have been distributed to and received by the applicable recipient for all purposes of
the Plan. Notwithstanding the above, each holder of an Allowed Claim that is to receive a
distribution under the Plan shall have the sole and exclusive responsibility for the satisfaction
and payment of any tax obligations imposed on such holder by any governmental unit, including
income, withholding, and other tax obligations, on account of such distribution.
5. Foreign Currency Exchange Rate
Except as otherwise provided in a Bankruptcy Court order, as of the Effective Date, any
Claim asserted in currency other than U.S. dollars shall be automatically deemed converted to
the equivalent U.S. dollar value using the exchange rate for the applicable currency as published
in The Wall Street Journal, National Edition, on the Effective Date.
6. Fractional, Undeliverable, and Unclaimed Distributions
a. Fractional Distributions. Whenever any distribution of fractional shares
or units of the New Common Equity and the equity interests in New
Common Equity HoldCo would otherwise be required pursuant to the
Plan, the actual distribution shall reflect a rounding of such fraction to the
nearest share (up or down), with half shares or less being rounded down.
Whenever any payment of Cash of a fraction of a dollar pursuant to the
Plan would otherwise be required, the actual payment shall reflect a
rounding of such fraction to the nearest whole dollar (up or down), with
half dollars or less being rounded down.
b. Undeliverable Distributions. If any distribution to a holder of an Allowed
Claim or Interest is returned as undeliverable, no further distributions shall
be made to such holder unless and until the Reorganized Debtors or any
other distributing party is notified in writing of such holder’s then-current
address or other necessary information for delivery, at which time all
currently due missed distributions shall be made to such holder on the next
Distribution Date. Undeliverable distributions shall remain in the
possession of the Reorganized Debtors until such time as a distribution
becomes deliverable, or such distribution reverts to the Reorganized
Debtors or is cancelled pursuant to Article VI.C.6.c of the Plan, and shall
not be supplemented with any interest, dividends, or other accruals of any
kind.
c. Reversion. Any distribution under the Plan that is an Unclaimed
Distribution for a period of six months after distribution shall be deemed
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unclaimed property under section 347(b) of the Bankruptcy Code and such
Unclaimed Distribution shall revest in the applicable Reorganized Debtor
and, to the extent such Unclaimed Distribution is New Common Equity or
the equity interests in New Common Equity HoldCo, shall be deemed
cancelled. Upon such revesting, the Claim or Interest of any holder or its
successors with respect to such property shall be cancelled, discharged,
and forever barred notwithstanding any applicable federal or state escheat,
abandoned, or unclaimed property laws, or any provisions in any
document governing the distribution that is an Unclaimed Distribution, to
the contrary.
7. Surrender of Cancelled Instruments or Securities
On the Effective Date, each holder of a Certificate shall be deemed to have surrendered
such Certificate. Notwithstanding the foregoing paragraph, this Article VI.C.7 shall not apply to
any Claims and Interests Reinstated pursuant to the terms of the Plan.
D. Claims Paid or Payable by Third Parties
1. Claims Paid by Third Parties
A Claim shall be reduced in full, and such Claim shall be disallowed without an objection
to such Claim having to be filed and without any further notice to or action, order, or approval of
the Bankruptcy Court, to the extent that the holder of such Claim receives payment in full on
account of such Claim from a party that is not a Debtor or Reorganized Debtor. To the extent a
holder of a Claim receives a distribution on account of such Claim and receives payment from a
party that is not a Debtor or a Reorganized Debtor on account of such Claim, such holder shall
repay, return or deliver any distribution held by or transferred to the holder to the applicable
Reorganized Debtor to the extent the holder’s total recovery on account of such Claim from the
third party and under the Plan exceeds the amount of such Claim as of the date of any such
distribution under the Plan.
2. Claims Payable by Insurance Carriers
No distributions under the Plan shall be made on account of an Allowed Claim that is
payable pursuant to one of the Debtors’ insurance policies until the holder of such Allowed
Claim has exhausted all remedies with respect to such insurance policy. To the extent that one or
more of the Debtors’ insurers agrees to satisfy in full a Claim (if and to the extent adjudicated by
a court of competent jurisdiction), then immediately upon such insurers’ agreement, such Claim
may be expunged to the extent of any agreed upon satisfaction on the Claims Register by the
Solicitation Agent without a Claims objection having to be filed and without any further notice
to or action, order, or approval of the Bankruptcy Court.
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3. Applicability of Insurance Policies
Except as otherwise provided herein, distributions to holders of Allowed Claims shall be
in accordance with the provisions of an applicable insurance policy. Except as otherwise
expressly provided herein, nothing contained in the Plan shall constitute or be deemed a waiver
of any Cause of Action that the Debtors or any Entity may hold against any other Entity,
including insurers under any policies of insurance, nor shall anything contained herein constitute
or be deemed a waiver by such insurers of any defenses, including coverage defenses, held by
such insurers.
E. Setoffs
Except as otherwise expressly provided for herein, each Reorganized Debtor, pursuant to
the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy law, or as may be agreed to by the holder of a Claim, may set off against any
Allowed Claim and the distributions to be made pursuant to the Plan on account of such Allowed
Claim (before any distribution is made on account of such Allowed Claim), any claims, rights,
and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may
hold against the holder of such Allowed Claim, to the extent such claims, rights, or Causes of
Action against such holder have not been otherwise compromised or settled on or prior to the
Effective Date (whether pursuant to the Plan or otherwise); provided, however, that neither the
failure to effect such a setoff nor the allowance of any Claim pursuant to the Plan shall constitute
a waiver or release by such Reorganized Debtor of any such claims, rights, and Causes of Action
that such Reorganized Debtor may possess against such holder. In no event shall any holder of
Claims be entitled to set off any such Claim against any claim, right, or Cause of Action of the
Debtor or Reorganized Debtor (as applicable), unless such holder has filed a motion with the
Bankruptcy Court requesting the authority to perform such setoff on or before the Confirmation
Date, and notwithstanding any indication in any Proof of Claim or otherwise that such holder
asserts, has, or intends to preserve any right of setoff pursuant to section 553 of the Bankruptcy
Code or otherwise.
F. Allocation Between Principal and Accrued Interest
Except as otherwise provided herein, the aggregate consideration paid to holders with
respect to their Allowed Claims shall be treated pursuant to the Plan as allocated first to the
principal amount of such Allowed Claims (to the extent thereof) and, thereafter, to the interest, if
any, on such Allowed Claim accrued through the Effective Date.
ARTICLE VII
PROCEDURES FOR RESOLVING DISPUTED CLAIMS AND INTERESTS
A. Disputed Claims Process
Except as otherwise provided herein, if a party files a Proof of Claim and the Debtors or
RVL Corp. or the Reorganized Debtors, as applicable, do not determine, and without the need
for notice to or action, order, or approval of the Bankruptcy Court, that the Claim subject to such
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Proof of Claim is Allowed, such Claim shall be Disputed unless Allowed or disallowed by a
Final Order or as otherwise set forth in this Article VII of the Plan. For the avoidance of doubt,
there is no requirement to file a Proof of Claim (or move the Bankruptcy Court for allowance) to
be an Allowed Claim under the Plan. Except as otherwise provided herein, all Proofs of
Claim filed after the Effective Date shall be disallowed and forever barred, estopped, and
enjoined from assertion, and shall not be enforceable against any Reorganized Debtor,
without the need for any objection by the Reorganized Debtors or any further notice to or
action, order, or approval of the Bankruptcy Court.
B. Claims Administration Responsibilities
Except as otherwise specifically provided in the Plan, after the Effective Date, RVL
Corp. or the Reorganized Debtors, as applicable, shall have the sole authority: (1) to file,
withdraw, or litigate to judgment, objections to Claims or Interests; (2) to settle or compromise
any Disputed Claim without any further notice to or action, order, or approval by the Bankruptcy
Court; and (3) to administer and adjust the Claims Register to reflect any such settlements or
compromises without any further notice to or action, order, or approval by the Bankruptcy Court.
For the avoidance of doubt, except as otherwise provided herein, from and after the Effective
Date, RVL Corp. and each Reorganized Debtor, as applicable, shall have and retain any and all
rights and defenses such Debtor had immediately prior to the Effective Date with respect to any
Disputed Claim or Interest, including the Causes of Action retained pursuant to Article IV.L of
the Plan.
C. Adjustment to Claims Without Objection
Any duplicate Claim or Interest or any Claim or Interest that has been paid, satisfied,
amended, or superseded may be adjusted or expunged on the Claims Register by the
Reorganized Debtors without the Reorganized Debtors having to file an application, motion,
complaint, objection, or any other legal proceeding seeking to object to such Claim or Interest
and without any further notice to or action, order, or approval of the Bankruptcy Court.
D. No Interest
Unless otherwise specifically provided for herein or by order of the Bankruptcy Court,
including the DIP Orders, postpetition interest shall not accrue or be paid on Claims, and no
holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any Claim
or right. Additionally, and without limiting the foregoing, interest shall not accrue or be paid on
any Disputed Claim with respect to the period from the Effective Date to the date a final
distribution is made on account of such Disputed Claim (if and when such Disputed Claim
becomes an Allowed Claim).
E. Disallowance of Claims and Interests
All Claims and Interests of any Entity from which property is sought by the Debtors
under sections 542, 543, 550, or 553 of the Bankruptcy Code or that the Debtors or the
Reorganized Debtors allege is a transferee of a transfer that is avoidable under sections 522(f),
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522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code shall be disallowed if: (a) the
Entity, on the one hand, and the Debtors or the Reorganized Debtors, as applicable, on the other
hand, agree or the Bankruptcy Court has determined by Final Order that such Entity or transferee
is liable to turn over any property or monies under any of the aforementioned sections of the
Bankruptcy Code; and (b) such Entity or transferee has failed to turn over such property by the
date set forth in such agreement or Final Order.
ARTICLE VIII
DISCHARGE, SETTLEMENT, RELEASE, INJUNCTION, AND RELATED
PROVISIONS
A. Discharge of Claims and Termination of Interests
Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise
specifically provided in the Plan or in any contract, instrument, or other agreement or
document created pursuant to the Plan, the distributions, rights, and treatment that are
provided in the Plan shall be in complete satisfaction, discharge, and release, effective as of
the Effective Date, of Claims, Interests, and Causes of Action of any nature whatsoever,
including any interest accrued on Claims or Interests from and after the Petition Date,
whether known or unknown, against, liabilities of, liens on, obligations of, rights against,
and Interests in, the Debtors or any of their assets or properties, regardless of whether any
property shall have been distributed or retained pursuant to the Plan on account of such
Claims and Interests, including demands, liabilities, and Causes of Action that arose before
the Effective Date, any liability (including withdrawal liability) to the extent such Claims or
Interests relate to services performed by employees of the Debtors prior to the Effective
Date and that arise from a termination of employment, any contingent or non-contingent
liability on account of representations or warranties issued on or before the Effective Date,
and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy
Code, in each case whether or not: (a) a Proof of Claim based upon such debt or right is
filed or deemed filed pursuant to section 501 of the Bankruptcy Code; (b) a Claim or
Interest based upon such debt, right, or Interest is Allowed pursuant to section 502 of the
Bankruptcy Code; or (c) the holder of such a Claim or Interest has accepted the Plan. The
Confirmation Order shall be a judicial determination of the discharge of all Claims and
Interests subject to the occurrence of the Effective Date.
B. Releases by the Debtors
Notwithstanding anything contained in this Plan to the contrary, pursuant to section
1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the
Effective Date, each Released Party is deemed released by the Debtors, the Reorganized
Debtors, their Estates, and their Releasing Parties from any and all Causes of Action,
including any derivative claims, asserted on behalf of the Debtors, that the Debtors, the
Reorganized Debtors, or their Estates would have been legally entitled to assert in their
own right (whether individually or collectively) or on behalf of the holder of any Claim
against, or Interest in, a Debtor or other Entity, based on or relating to, or in any manner
arising from, in whole or in part, the Debtors (including management, ownership, or
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operation thereof), the Debtors’ in- or out-of-court restructuring efforts, intercompany
transactions, the Chapter 11 Cases, the formulation, preparation, dissemination,
negotiation, or filing of the Disclosure Statement, the Plan, the DIP Facility, the DIP
Documents, the Exit Facility, the Exit Facility Documents, the SPA Settlement Term Sheet,
or any Restructuring Transaction, contract, instrument, release, or other plan transaction
document, agreement, or document created or entered into in connection with the
Disclosure Statement, or the Plan, the filing of the Chapter 11 Cases, the pursuit of the DIP
Facility, the pursuit of Confirmation, the pursuit of Consummation, the administration and
implementation of the Plan, including the issuance or distribution of the New Common
Equity and the equity interests in New Common Equity HoldCo pursuant to the Plan, or
the distribution of property under the Plan or any other related agreement, or upon any
other act or omission, transaction, agreement, event, or other occurrence taking place on or
before the Effective Date; provided that, the releases set forth above do not release any
obligations of the Debtors, the Reorganized Debtors, VOOM, Nephron, any Holder of an
SPA Rejection Unsecured Claim, or any successor-in-interest of any of the foregoing to
perform under the License Agreement and the Supply Agreement (including the
amendments, restatements, supplements or other modifications of such License Agreement
and Supply Agreement). Notwithstanding anything to the contrary in the foregoing, the
releases set forth above do not release (i) claims related to any act or omission that is
determined in a Final Order to have constituted actual fraud, willful misconduct or gross
negligence or (ii) any post-Effective Date obligations of any party or Entity under the Plan,
any Restructuring Transaction, or any document, instrument, or agreement (including
those set forth in the Plan Supplement) executed to implement the Plan.
C. Releases by Holders of Claims and Interests
Notwithstanding anything contained in this Plan to the contrary, as of the Effective
Date, for good and valuable consideration, each Releasing Party is deemed to have released
each Debtor, Reorganized Debtor, and Released Party from any and all Causes of Action,
whether known or unknown, including any derivative claims, asserted on behalf of the
Debtors, that such Entity, as permitted by applicable law, would have been legally entitled
to assert (whether individually or collectively), based on or relating to, or in any manner
arising from, in whole or in part, the Debtors (including management, ownership, or
operation thereof), the Debtors’ in- or out-of-court restructuring efforts, intercompany
transactions, the Chapter 11 Cases, the formulation, preparation, dissemination,
negotiation, or filing of the DIP Facility, the DIP Documents, the Disclosure Statement, the
Plan, the Exit Facility, the Exit Facility Documents, the SPA Settlement Term Sheet, or any
Restructuring Transaction, contract, instrument, release, or other plan transaction
document, agreement, or document created or entered into in connection with the DIP
Facility, the Disclosure Statement, or the Plan, the filing of the Chapter 11 Cases, the
pursuit of the DIP Facility, the pursuit of Confirmation, the pursuit of Consummation, the
administration and implementation of the Plan, including the issuance or distribution of
the New Common Equity and the equity interests in New Common Equity HoldCo
pursuant to the Plan, or the distribution of property under the Plan or any other related
agreement, or upon any other related act or omission, transaction, agreement, event, or
other occurrence taking place on or before the Effective Date. Notwithstanding anything to
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the contrary in the foregoing, the releases set forth above do not release any (i) claims
related to any act or omission that is determined in a Final Order to have constituted actual
fraud, willful misconduct or gross negligence or (ii) post-Effective Date obligations of any
party or Entity under the Plan, any Restructuring Transaction, or any document,
instrument, or agreement (including those set forth in the Plan Supplement) executed to
implement the Plan; provided that, the releases set forth above do not release any
obligations of the Debtors, the Reorganized Debtors, VOOM, Nephron, any Holder of an
SPA Rejection Unsecured Claim, or any successor in interest of any of the foregoing to
perform under the License Agreement and the Supply Agreement (including the
amendments, restatements, supplements or other modifications of such License Agreement
and Supply Agreement).
D. Exculpation
Except as otherwise specifically provided in the Plan, no Exculpated Party shall
have or incur, and each Exculpated Party is exculpated from any Cause of Action for any
claim between the Petition Date and prior to the Effective Date related to any act or
omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the
formulation, preparation, dissemination, negotiation, or filing of the Disclosure Statement,
the Plan, the DIP Facility, the DIP Documents, the Exit Facility, the Exit Facility
Documents, or any Restructuring Transaction, contract, instrument, release or other plan
transaction document, agreement, or document created or entered into in connection with
the Disclosure Statement or the Plan, the filing of the Chapter 11 Cases, the pursuit of the
DIP Facility, the pursuit of the Exit Facility, the pursuit of Confirmation, the pursuit of
Consummation, the administration and implementation of the Plan, including the issuance
of the New Common Equity and the equity interests in New Common Equity HoldCo
pursuant to the Plan, or the distribution of property under the Plan or any other related
agreement, except for claims related to any act or omission that is determined in a Final
Order to have constituted actual fraud, willful misconduct, or gross negligence, but in all
respects such Entities shall be entitled to reasonably rely upon the advice of counsel with
respect to their duties and responsibilities pursuant to the Plan. Notwithstanding the
foregoing, the Exculpated Parties shall be entitled to the protections in Section 1125(e) of
the Bankruptcy Code to the fullest extent permitted herein.
The Exculpated Parties have, and upon consummation of the Plan shall be deemed
to have, participated in good faith and in compliance with the applicable laws with regard
to the solicitation of votes and distribution of consideration pursuant to the Plan and,
therefore, are not, and on account of such distributions shall not be, liable at any time for
the violation of any applicable law, rule, or regulation governing the solicitation of
acceptances or rejections of the Plan or such distributions made pursuant to the Plan.
E. Injunction
Except as otherwise expressly provided in the Plan or for obligations issued or
required to be paid pursuant to the Plan or the Confirmation Order, all Entities who have
held, hold, or may hold claims or interests that have been released, discharged, or are
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subject to exculpation are permanently enjoined, from and after the Effective Date, from
taking any of the following actions against, as applicable, the Debtors, the Reorganized
Debtors, the Exculpated Parties, or the Released Parties: (a) commencing or continuing in
any manner any action or other proceeding of any kind on account of or in connection with
or with respect to any such claims or interests; (b) enforcing, attaching, collecting, or
recovering by any manner or means any judgment, award, decree, or order against such
Entities on account of or in connection with or with respect to any such claims or interests;
(c) creating, perfecting, or enforcing any encumbrance of any kind against such Entities or
the property or the estates of such Entities on account of or in connection with or with
respect to any such claims or interests; (d) asserting any right of setoff, subrogation, or
recoupment of any kind against any obligation due from such Entities or against the
property of such Entities on account of or in connection with or with respect to any such
claims or interests unless such holder has filed a motion requesting the right to perform
such setoff on or before the Effective Date, and notwithstanding an indication of a claim or
interest or otherwise that such holder asserts, has, or intends to preserve any right of setoff
pursuant to applicable law or otherwise; and (e) commencing or continuing in any manner
any action or other proceeding of any kind on account of or in connection with or with
respect to any such claims or interests released or settled pursuant to the Plan.
F. Protection Against Discriminatory Treatment
In accordance with section 525 of the Bankruptcy Code, and consistent with paragraph 2
of Article VI of the United States Constitution, no Governmental Unit shall discriminate against
any Reorganized Debtor, or any Entity with which a Reorganized Debtor has been or is
associated, solely because such Reorganized Debtor was a Debtor under Chapter 11, may have
been insolvent before the commencement of the Chapter 11 Cases (or during the Chapter 11
Cases but before such Debtor was granted or denied a discharge), or has not paid a debt that is
dischargeable in the Chapter 11 Cases.
G. Recoupment
In no event shall any holder of Claims or Interests be entitled to recoup any Claim or
Interest against any claim, right, or Cause of Action of the Debtors or the Reorganized Debtors,
as applicable, unless such holder actually has performed such recoupment and provided notice
thereof in writing to the Debtors on or before the Confirmation Date, notwithstanding any
indication in any Proof of Claim or Interest or otherwise that such holder asserts, has, or intends
to preserve any right of recoupment.
H. Document Retention
On and after the Effective Date, the Reorganized Debtors may maintain documents in
accordance with their standard document retention policy, as may be altered, amended, modified,
or supplemented by the Reorganized Debtors.
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I. Reimbursement or Contribution
If the Bankruptcy Court allows or disallows a Claim for reimbursement or contribution of
an Entity pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such
Claim is contingent as of the time of allowance or disallowance, such Claim shall be forever
disallowed and expunged notwithstanding section 502(j) of the Bankruptcy Code, unless prior to
the Confirmation Date: (1) such Claim has been adjudicated as non-contingent; or (2) the
relevant holder of a Claim has filed a non-contingent Proof of Claim on account of such Claim
and a Final Order has been entered prior to the Confirmation Date determining such Claim as no
longer contingent.
J. Release of Liens
Except (a) with respect to the Liens securing the Exit Facility and Other Secured Claims
(depending on the treatment of such Claims), or (b) as otherwise provided herein or in any
contract, instrument, release, or other agreement or document created pursuant to the Plan, on the
Effective Date, all mortgages, deeds of trust, Liens, pledges, or other security interests against
any property of the Estates shall be fully released and discharged, and the holders of such
mortgages, deeds of trust, Liens, pledges, or other security interests shall execute such
documents as may be reasonably requested by the Debtors or the Reorganized Debtors, as
applicable, to reflect or effectuate such releases, and all of the right, title, and interest of any
holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert to
the Reorganized Debtors and their successors and assigns.
ARTICLE IX
CONDITIONS TO CONFIRMATION AND EFFECTIVE DATE
A. Conditions Precedent to the Effective Date
It shall be a condition to the Effective Date that the following conditions shall have been
satisfied or waived pursuant to Article IX.B of the Plan:
1. the Bankruptcy Court shall have entered the Confirmation Order, in form and
substance acceptable to the Debtors, the Secured Noteholders and the DIP Lender and consistent
with the terms of the Plan, and such order shall be a Final Order;
2. the Debtors shall not be in default under the DIP Facility or the DIP Order (or, to
the extent that the Debtors are in default on the proposed Effective Date, such default shall have
been waived by the DIP Lender or cured by the Debtors in a manner consistent with the DIP
Documents or DIP Order) and there shall not have occurred and be continuing any event, act, or
omission that, but for the expiration of time, would permit any DIP Lender to terminate the DIP
Facility in accordance with its terms upon the expiration of such time and the DIP Credit
Agreement shall be in full force and effect;
3. the Debtors shall have obtained all authorizations, consents, regulatory approvals,
rulings, or documents that are necessary to implement and effectuate the Plan;
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4. the final version of the Plan Supplement and all of the schedules, documents, and
exhibits contained therein shall have been filed in a manner consistent in all material respects
with the Plan and shall be in form and substance acceptable to the Debtors, the Secured
Noteholders and the DIP Lender;
5. the New Organizational Documents, in form and substance acceptable to the
Debtors, the Secured Noteholders and the DIP Lender, shall have been adopted and (where
required by applicable law) filed with the applicable authorities of the relevant jurisdictions of
organization and shall have become effective in accordance with such jurisdiction’s corporation,
limited liability company, or alternative comparable laws, as applicable;
6. all fees and expenses of (i) Secured Noteholders’ and the DIP Lender’s
Professionals and (ii) the Secured Notes Agent and the DIP Agent shall have been paid in full in
Cash consistent with the Final DIP Order;
7. the Debtors shall have implemented the Restructuring Transactions in a manner
consistent in all respects with the Plan and the Restructuring Transactions Exhibit and, without
limiting any definition contained in Article I.A of the Plan or other provision of the Plan,
according to documentation acceptable to the Debtors, the DIP Lender and the Secured
Noteholders;
8. the PLC Settlement shall have been executed and delivered by each of the parties
thereto; and
9. the Exit Facility Documents shall have been executed and delivered by all of the
Entities that are parties thereto, in a manner consistent in all material respects with the Plan and
otherwise acceptable to the Debtors, the DIP Lender and the Secured Noteholders, and all
conditions precedent (other than any conditions related to the occurrence of the Effective Date)
to the consummation of the Exit Facility shall have been waived or satisfied in accordance with
the terms thereof, and the closing of the Exit Facility, shall be deemed to occur concurrently with
the occurrence of the Effective Date.
B. Waiver of Conditions Precedent
The Debtors, with the prior written consent of the DIP Lender and the Secured
Noteholders, may waive any of the conditions to the Effective Date set forth in Article IX.A of
the Plan at any time without any notice to any other parties in interest and without any further
notice to or action, order, or approval of the Bankruptcy Court, and without any formal action
other than proceeding to confirm and consummate the Plan.
C. Effect of Non-Occurrence of Conditions to Consummation
If prior to Consummation, the Confirmation Order is vacated pursuant to a Final Order,
then except as provided in any order of the Bankruptcy Court vacating the Confirmation Order,
the Plan will be null and void in all respects, and nothing contained in the Plan or Disclosure
Statement shall: (a) constitute a waiver or release of any Claims, Interests, or Causes of Action;
(b) prejudice in any manner the rights of any Debtor or any other Entity; or (c) constitute an
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admission, acknowledgment, offer, or undertaking of any sort by any Debtor or any other Entity.
ARTICLE X
MODIFICATION, REVOCATION OR WITHDRAWAL OF THE PLAN
A. Modification of Plan
Effective as of the date hereof, (a) the Debtors, with the consent of the DIP Lender and
the Secured Noteholders, reserve the right, in accordance with the Bankruptcy Code and the
Bankruptcy Rules, to amend or modify the Plan before the entry of the Confirmation Order
consistent with the terms set forth herein; and (b) after the entry of the Confirmation Order, the
Debtors, with the consent of the DIP Lender and the Secured Noteholders, , may, upon order of
the Bankruptcy Court, amend or modify the Plan, in accordance with section 1127(b) of the
Bankruptcy Code, to remedy any defect or omission, or reconcile any inconsistency in the Plan
in such manner as may be necessary to carry out the purpose and intent of the Plan consistent
with the terms set forth herein.
B. Effect of Confirmation on Modifications
Entry of the Confirmation Order shall constitute approval of all modifications to the Plan
occurring after the solicitation thereof pursuant to section 1127(a) of the Bankruptcy Code and a
finding that such modifications to the Plan do not require additional disclosure or resolicitation
under Bankruptcy Rule 3019.
C. Withdrawal of Plan
The Debtors, with the consent from the Secured Noteholders and the DIP Lender, reserve
the right to withdraw the Plan before the Confirmation Date and to file subsequent Chapter 11
plans. Further, the Debtors may, in their sole discretion and upon the determination of the
Debtors’ board of directors, after consulting with counsel, in the exercise of their fiduciary
duties, withdraw the Plan.
If the Debtors withdraw the Plan, or if the Confirmation Date or the Effective Date does
not occur, then: (a) the Plan will be null and void in all respects; (b) any settlement or
compromise embodied in the Plan, assumption of Executory Contracts or Unexpired Leases
effected by the Plan, and any document or agreement executed pursuant hereto will be null and
void in all respects; and (c) nothing contained in the Plan shall (1) constitute a waiver or release
of any Claims, Interests, or Causes of Action, (2) prejudice in any manner the rights of any
Debtor or any other Entity, or (3) constitute an admission, acknowledgement, offer, or
undertaking of any sort by any Debtor or any other Entity.
ARTICLE XI
RETENTION OF JURISDICTION
Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective
Date, the Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out of, or
related to, the Chapter 11 Cases and the Plan pursuant to sections 105(a) and 1142 of the
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Bankruptcy Code, including jurisdiction to:
1. allow, disallow, determine, liquidate, classify, estimate, or establish the priority,
secured or unsecured status, or amount of any Claim or Interest, including the resolution of any
request for payment of any Claim or Interest and the resolution of any and all objections to the
secured or unsecured status, priority, amount, or allowance of Claims or Interests’
2. decide and resolve all matters related to the granting and denying, in whole or in
part, any applications for allowance of compensation or reimbursement of expenses to
Professionals authorized pursuant to the Bankruptcy Code or the Plan;
3. resolve any matters related to Executory Contracts or Unexpired Leases,
including: (a) the assumption or assumption and assignment of any Executory Contract or
Unexpired Lease to which a Debtor is party or with respect to which a Debtor may be liable and
to hear, determine, and, if necessary, liquidate, any Cure or Claims arising therefrom, including
pursuant to section 365 of the Bankruptcy Code; (b) any potential contractual obligation under
any Executory Contract or Unexpired Lease that is assumed; and (c) any dispute regarding
whether a contract or lease is or was executory or expired; provided, however, that any dispute
arising under or in connection with the Exit Facility shall be dealt with in accordance with the
provisions of the Exit Facility Documents;
4. ensure that distributions to holders of Allowed Claims are accomplished pursuant
to the provisions of the Plan and adjudicate any and all disputes arising from or relating to
distributions under the Plan;
5. adjudicate, decide, or resolve any motions, adversary proceedings, contested or
litigated matters, and any other matters, and grant or deny any applications involving a Debtor
that may be pending on the Effective Date;
6. enter and implement such orders as may be necessary or appropriate to execute,
implement, or consummate the provisions of (a) contracts, instruments, releases, indentures, and
other agreements or documents approved by Final Order in the Chapter 11 Cases and (b) the
Plan, the Confirmation Order, and contracts, instruments, releases, indentures, and other
agreements or documents created in connection with the Plan;
7. enforce any order for the sale of property pursuant to sections 363, 1123, or
1146(a) of the Bankruptcy Code;
8. grant any consensual request to extend the deadline for assuming or rejecting
Unexpired Leases pursuant to section 365(d)(4) of the Bankruptcy Code;
9. issue injunctions, enter and implement other orders, or take such other actions as
may be necessary or appropriate to restrain interference by any Entity with Consummation or
enforcement of the Plan;
10. hear, determine, and resolve any cases, matters, controversies, suits, disputes, or
Causes of Action in connection with or in any way related to the Chapter 11 Cases, including: (a)
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with respect to the repayment or return of distributions and the recovery of additional amounts
owed by the holder of a Claim or an Interest for amounts not timely repaid pursuant to Article
VI.D.1 of the Plan; (b) with respect to the releases, injunctions, and other provisions contained in
Article VIII of the Plan, including entry of such orders as may be necessary or appropriate to
implement such releases, injunctions, and other provisions; (c) that may arise in connection with
the Consummation, interpretation, implementation, or enforcement of the Plan, the Confirmation
Order, and contracts, instruments, releases, indentures, and other agreements or documents
created in connection with the Plan; or (d) related to section 1141 of the Bankruptcy Code;
11. enter and implement such orders as are necessary or appropriate if the
Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;
12. consider any modifications of the Plan, to cure any defect or omission, or to
reconcile any inconsistency in any Bankruptcy Court order, including the Confirmation Order;
13. hear and determine matters concerning state, local, and federal taxes in
accordance with sections 346, 505, and 1146 of the Bankruptcy Code;
14. enter an order or Final Decree concluding or closing the Chapter 11 Cases;
15. enforce all orders previously entered by the Bankruptcy Court; and
16. hear any other matter not inconsistent with the Bankruptcy Code.
ARTICLE XII
MISCELLANEOUS PROVISIONS
A. Immediate Binding Effect
Subject to Article IX.A hereof and notwithstanding Bankruptcy Rules 3020(e), 6004(h),
or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of the Plan and the
Plan Supplement shall be immediately effective and enforceable and deemed binding upon the
Debtors, the Reorganized Debtors, and any and all holders of Claims or Interests (irrespective of
whether such Claims or Interests are deemed to have accepted the Plan), all Entities that are
parties to or are subject to the settlements, compromises, releases, discharges, and injunctions
described in the Plan, each Entity acquiring property under the Plan, and any and all non-Debtor
parties to Executory Contracts and Unexpired Leases with the Debtors.
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B. No Substantive Consolidation; Severability of the Debtors
The Plan is being proposed as a joint plan of reorganization of the Debtors for
administrative purposes only and constitutes a separate chapter 11 plan of reorganization for
each Debtor. The Plan is not premised upon the substantive consolidation of the Debtors with
respect to the Classes of Claims or Interests set forth in the Plan. In the event the Court finds
that the Plan cannot be confirmed with respect to one Debtor, the Plan should still be
confirmable with respect to the remaining Debtors and the Debtors (with the consent of the DIP
Lender and the Secured Noteholders) shall seek confirmation with respect to the remaining
Debtors.
C. Additional Documents
On or before the Effective Date, the Debtors may file with the Bankruptcy Court such
agreements and other documents as may be necessary or appropriate to effectuate and further
evidence the terms and conditions of the Plan. The Debtors or the Reorganized Debtors, as
applicable, and all holders of Claims and Interests receiving distributions pursuant to the Plan
and all other parties in interest shall, from time to time, prepare, execute, and deliver any
agreements or documents and take any other actions as may be necessary or advisable to
effectuate the provisions and intent of the Plan.
D. Payment of Statutory Fees
All fees due and payable pursuant to section 1930 of Title 28 of the United States Code
together with the statutory rate of interest set forth in section 3717 of Title 31 of the United
States Code to the extent applicable (“Statutory Fees”) prior to the Effective Date shall be paid
by the Debtors on the Effective Date or as soon as practicable thereafter. After the Effective
Date, until their respective Chapter 11 Cases are closed, all Quarterly Fees shall be paid by RVL
Corp. and the Reorganized Debtors, as applicable, when due and payable. The Debtors shall file
all monthly operating reports due prior to the Effective Date when they become due, using UST
Form 11-MOR. After the Effective Date, until their respective Chapter 11 Cases are closed, the
Reorganized Debtors and RVL Corp., as applicable, shall file with the Bankruptcy Court
separate UST Form 11-PCR reports when they become due. Each of the Debtors, RVL Corp.,
and the Reorganized Debtors, as applicable, shall remain obligated to pay Quarterly Fees to the
U.S. Trustee until the earliest of that particular Debtor’s Chapter 11 Case being closed,
dismissed, or converted to a case under Chapter 7 of the Bankruptcy Code. The U.S. Trustee
shall not be required to file any Administrative Expense Claim in the Chapter 11 Cases and shall
not be treated as providing any release under the Plan.
E. Reservation of Rights
Except as expressly set forth herein, the Plan shall have no force or effect unless the
Bankruptcy Court shall enter the Confirmation Order. None of the filing of the Plan, any
statement or provision contained in the Plan, or the taking of any action by any Debtor with
respect to the Plan, the Disclosure Statement, or the Plan Supplement shall be or shall be deemed
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to be an admission or waiver of any rights of any Debtor with respect to the holders of Claims or
Interests prior to the Effective Date.
F. Successors and Assigns
The rights, benefits, and obligations of any Entity named or referred to in the Plan shall
be binding on, and shall inure to the benefit of any heir, executor, administrator, successor or
assign, Affiliate, officer, director, agent, representative, attorney, beneficiaries, or guardian, if
any, of each Entity.
G. Service of Documents
After the Effective Date, any pleading, notice, or other document required by the Plan to
be served on or delivered to RVL Corp or the Reorganized Debtors shall be served on:
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RVL Corp. RevitaLid Pharmaceutical Corp.
400 Crossing Boulevard
Bridgewater, New Jersey 08807
Attn: Brian Markison
(brianmarkison@RVLPharma.com)
Reorganized Debtors RVL Pharmaceuticals, Inc.
400 Crossing Boulevard
Bridgewater, New Jersey 08807
Attn: Brian Markison
(brianmarkison@RVLPharma.com)
Proposed Counsel to Debtors Richards Layton & Finger, P.A.
920 N King St
Wilmington, DE 19801
Telephone: (302) 651-7700
Attn: Mark D. Collins and Brendan J. Schlauch
(collins@RLF.com; schlauch@RLF.com)
and
Ropes & Gray LLP
1211 6th Ave
New York, NY 10036
Telephone: (212) 596-9000
Attn: Gregg M. Galardi and Cristine Pirro
Schwarzman (Gregg.Galardi@ropesgray.com;
Cristine.Schwarzman@ropesgray.com)
Counsel to the DIP Lender and the
Secured Noteholders
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Attn: Scott Greissman, Lisa Feld and Andrew Zatz
(sgreissman@whitecase.com; efeld@whitecase.com;
azatz@whitecase.com)
United States Trustee Office of the United States Trustee
for the District of Delaware
844 N King St., Suite 2207, Lockbox 35, Wilmington,
Delaware 19801
Attn: John Schanne (john.schanne@usdoj.gov)
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H. Term of Injunctions or Stays
Unless otherwise provided herein or in the Confirmation Order, all injunctions or
stays in effect in the Chapter 11 Cases (pursuant to sections 105 or 362 of the Bankruptcy
Code or any order of the Bankruptcy Court) and existing on the Confirmation Date
(excluding any injunctions or stays contained in the Plan or the Confirmation Order) shall
remain in full force and effect until the Effective Date. All injunctions or stays contained in
the Plan or the Confirmation Order shall remain in full force and effect in accordance with
their terms.
I. Entire Agreement
Except as otherwise indicated, the Plan supersedes all previous and contemporaneous
negotiations, promises, covenants, agreements, understandings, and representations on such
subjects, all of which have become merged and integrated into the Plan.
J. Plan Supplement Exhibits
All exhibits and documents included in the Plan Supplement (in each case, as may be
amended, restated, modified or otherwise supplemented) are incorporated into and are a part of
the Plan as if set forth in full in the Plan. After the exhibits and documents are filed, copies of
such exhibits and documents shall be made available upon written request to the Debtors’
counsel at the address above or by downloading such exhibits and documents from
https://restructuring.ra.kroll.com/RVL, or the Bankruptcy Court’s website, available via PACER.
Unless otherwise ordered by the Bankruptcy Court, to the extent any exhibit or document in the
Plan Supplement is inconsistent with the terms of any part of the Plan that does not constitute the
Plan Supplement, such part of the Plan that does not constitute the Plan Supplement shall
control.
K. Non-Severability
The provisions of the Plan (including its release, injunction, exculpation, and compromise
provisions) are mutually dependent and non-severable. The Confirmation Order shall constitute
a judicial determination and shall provide that each term and provision of the Plan is: (a) valid
and enforceable pursuant to its terms; (b) integral to the Plan and may not be deleted or modified
without the consent of the Debtors, the DIP Lender and the Secured Noteholders, consistent with
the terms set forth herein; and (c) nonseverable and mutually dependent.
L. Votes Solicited in Good Faith
Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes
on the Plan in good faith and in compliance with the Bankruptcy Code, and pursuant to section
1125(e) of the Bankruptcy Code, the Debtors and each of their respective Affiliates, agents,
representatives, members, principals, shareholders, officers, directors, employees, advisors, and
attorneys will be deemed to have participated in good faith and in compliance with the
Bankruptcy Code in the offer, issuance, sale, and purchase of Securities offered and sold under
the Plan and any previous plan, and, therefore, neither any of such parties or individuals or RVL
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Corp. or the Reorganized Debtors will have any liability for the violation of any applicable law,
rule, or regulation governing the solicitation of votes on the Plan or the offer, issuance, sale, or
purchase of the Securities offered and sold under the Plan and any previous plan.
M. Closing of Chapter 11 Cases
The Reorganized Debtors shall, promptly after the full administration of the Chapter 11
Cases, file with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any
applicable order of the Bankruptcy Court to close the Chapter 11 Cases.
N. Waiver or Estoppel
Each holder of a Claim or an Interest shall be deemed to have waived any right to assert
any argument, including the right to argue that its Claim or Interest should be Allowed in a
certain amount, in a certain priority, secured or not subordinated by virtue of an agreement made
with the Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the
Plan, the Disclosure Statement or papers filed with the Bankruptcy Court prior to the
Confirmation Date.
[Remainder of Page Intentionally Left Blank]
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Respectfully submitted,
RevitaLid Pharmaceutical Corp.
on behalf of itself and each of its Debtor affiliates
By: /s/ Brian Markison
Name:
Title:
Brian Markison
Chief Executive Officer
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| RLF1 30177586v.1
EXHIBIT B
Case 23-11704-BLS Doc 126-2 Filed 11/20/23 Page 1 of 16 |
| RLF1 30178507v.1
SETTLEMENT AND RELEASE AGREEMENT
This SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”) is
entered into as of [●], 2023, by and among (i) RevitaLid Pharmaceutical Corp., a Delaware
corporation (“RevitaLid”), RVL Pharmaceuticals, Inc., a Delaware corporation (“RVL Pharma”)
and RVL Pharmacy LLC (“RVL Pharmacy,” and together with RevitaLid and RVL Pharma, the
“Debtors”), (ii) RVL Pharmaceuticals plc (“RVL plc”), RVL Holdings US LLC (“RVL US”),
RVL Finance Limited (“RVL Finance”), Valkyrie Group Holdings, Inc. (“Valkryie”), Osmotica
Kereskedelmi es Szolgaltato Korlatolt Felelossegu Tarsasag (“Osmotica”) and Osmotica
Argentina, S.A. (together with RVL plc, RVL US, RVL Finance, Valkyrie and Osmotica, the
“Non-Debtor RVL Entities”), and (iii) Athyrium Opportunities IV Acquisition LP, a Delaware
limited partnership, as Administrative Agent and as a Purchaser under (and as defined in) the Note
Purchase Agreement (as defined below), and Athyrium Opportunities IV Co-Invest 1 LP, a
Delaware limited partnership, as a Purchaser under the Note Purchase Agreement (together, in
such respective capacities, the “Secured Creditors,” and collectively with the Debtors and the Non-Debtor RVL Entities, the “Parties”).
WHEREAS, on October 12, 2023, the Debtors commenced voluntary cases under
Chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”),
in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”),
which cases are jointly administered for procedural purposes only under lead case In re RevitaLid
Pharmaceutical Corp., case number 23-11704 (BLS) (collectively, the “Bankruptcy Cases” and
each a “Bankruptcy Case”);
WHEREAS, the Secured Creditors are parties to that certain Note Purchase
Agreement, dated as of October 1, 2021 (as amended, restated, supplemented or otherwise
modified from time to time, the “Note Purchase Agreement” and, together with and all Note
Documents (as defined in the Note Purchase Agreement) executed by any of the Debtors or Non-Debtor RVL Entities in connection with the Note Purchase Agreement, the “Note Documents”),
by and among RevitaLid, as Issuer, Osmotica Holdings US LLC (the predecessor of RVL US), as
Intermediate Holdings, Osmotica Pharmaceuticals plc (the predecessor of RVL plc), as Super
Holdings, RVL Pharma, RVL Pharmacy and certain of the other Non-Debtor RVL Entities, as
guarantors thereunder, Athyrium Opportunities IV Acquisition LP, as the administrative agent,
and the Purchasers (as defined in the Note Purchase Agreement) from time to time party thereto;
WHEREAS, on November 13, 2023, the Debtors filed the Amended Joint
Prepackaged Chapter 11 Plan of RevitaLid Pharmaceutical Corp. and Its Subsidiaries [Docket
No. 90] (as may be amended, supplemented or modified from time to time in accordance with the
terms thereof, the “Plan of Reorganization”), which contemplates and authorizes, among other
things, the effectuation of certain Restructuring Transactions (as defined in the Plan of
Reorganization) in accordance with the Plan of Reorganization and the Restructuring Transactions
Exhibit (as defined in the Plan of Reorganization);
WHEREAS, (i) during the Chapter 11 Cases pursuant to the DIP Facility (as defined
in the Plan of Reorganization) and, on the Effective Date (as defined in the Plan of Reorganization,
the “Effective Date”), pursuant to the Plan of Reorganization, the Non-Debtor RVL Entities
Case 23-11704-BLS Doc 126-2 Filed 11/20/23 Page 2 of 16 |
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RLF1 30178507v.1
received cash, in an aggregate amount of up to $700,000 (in addition to amounts funded prior to
the commencement of the Bankruptcy Cases), to fund the wind down costs of the Non-Debtor
RVL Entities in accordance with the Wind Down Budget (as defined in the Plan of Reorganization)
and (ii) pursuant to the Plan of Reorganization, RevitaLid, received cash in an aggregate amount
of up to $75,000, to fund its wind down costs;
WHEREAS, one or more Non-Debtor RVL Entities or Debtors, on the one hand,
and one or more Debtors, on the other hand, are party to intercompany arrangements, commitments
and transactions which may have given rise to certain asserted intercompany claims or balances
between and among the Debtors and the Non-Debtor RVL Entities (collectively, the
“Intercompany Balances”);
WHEREAS, in accordance with the Plan of Reorganization, each of the Non-Debtor RVL Entities and the Debtors desire to terminate and cancel (including through offset or
otherwise) all (a) Intercompany Balances, and (b) Claims held or asserted by a Debtor against
another Debtor and Claims held or asserted by an Affiliate of the Debtors (including the Non-Debtor RVL Entities) against one or more Debtors, if any, including, without limitation, any such
Claims held or asserted with respect to the Intercompany Balances (collectively, the
“Intercompany Claims”); and
WHEREAS, in connection with, and subject to the occurrence of the transactions
described above and effectuated hereunder and pursuant to the Plan of Reorganization (including
the Restructuring Transactions Exhibit), the Secured Creditors also desire to waive, cancel,
terminate, extinguish, discharge and release all rights, obligations and liabilities they may have
against the Non-Debtor RVL Entities under the Note Documents.
NOW, THEREFORE, in consideration of the mutual promises made herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Certain Definitions
The following terms shall, for the purposes of this Agreement have the following meanings.
1.1 “Business Day” shall mean any day other than Saturday, Sunday or any
other day on which commercial banks are required or permitted to close by Law in The City of
New York.
1.2 “Causes of Action” means any claims, interests, damages, remedies, causes
of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets,
powers, privileges, licenses, liens, indemnities, guaranties, and franchises of any kind or character
whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising,
contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly
or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or
otherwise. Causes of Action also include: (a) all rights of setoff, counterclaim, or recoupment and
claims under contracts or for breaches of duties imposed by Law; (b) the right to object to or
otherwise contest Claims; (c) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or
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RLF1 30178507v.1
553 of the Bankruptcy Code; and (d) such claims and defenses as fraud, mistake, duress, and
usury, and any other defenses set forth in section 558 of the Bankruptcy Code.
1.3 “Claim” means any “claim,” as such term is defined in section 101(5) of the
Bankruptcy Code.
1.4 “Law” shall mean any international, federal, state, county, local or non-US
statute, law, ordinance, regulation, rule, code, treaty, convention, order or common law.
1.5 “Person” shall mean any individual, partnership, corporation, limited
liability company, trust, joint stock company, business trust, unincorporated association, joint
venture, Governmental Authority or other legal entity of any nature whatsoever.
1.6 “Related Persons” means, with respect to any Person, such Person’s (i)
equity holders and affiliates, (ii) its and its equity holders’ and affiliates’ respective predecessors,
successors, assigns, and agents and (iii) its and each of the foregoing persons’ respective current
and former, direct or indirect, affiliates, subsidiaries and parent entities, and their respective
officers, directors, principals, employees, stockholders, equityholders, members, investors,
managers, partners, management companies, fund advisors, representatives, agents, advisors,
consultants, attorneys and other professionals, predecessors, heirs, successors and assigns, in each
case, solely in their respective capacities as such.
Section 2. Termination of Intercompany Balances and Claims;
Waiver of Claims under the Note Documents.
2.1 Each of the Non-Debtor RVL Entities and each of the Debtors agree that,
effective as of the date hereof (i) all Intercompany Balances, all Intercompany Claims and all
rights, liabilities and obligations thereunder shall be fully cancelled, waived, terminated,
extinguished, discharged and released in all respects in accordance with Schedule 1 attached
hereto, without any further liability to, or obligations of, any of the respective Non-Debtor RVL
Entities or Debtors and (ii) it shall not assert, or seek payment of, any Intercompany Balance or
Intercompany Claim.
2.2 Each Secured Creditor hereby waives, effective as of the date hereof, any
and all rights, obligations, liabilities and Claims it may have against the Non-Debtor RVL Entities
under the Note Documents.
Section 3. Release.
3.1 Release by Debtors. From and after the date hereof, each of the Debtors, on
behalf of itself and its Related Persons (the “Debtor Releasors”) hereby irrevocably and
unconditionally, generally, and individually and collectively, releases, acquits and forever
discharges (x) each of the Non-Debtor RVL Entities and their respective Related Persons (the
“Non-Debtor RVL Released Parties”) and (y) each of the Secured Creditors and their respective
Related Persons (the “Secured Creditor Released Parties”), or any of them, from and against any
and all Claims and Causes of Action, which any of the Debtor Releasors now have, own, hold, or
claim to have, own, or hold, or at any time heretofore or hereafter have had, owned, held or claimed
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RLF1 30178507v.1
to have had, owned, or held against any of the Non-Debtor RVL Released Parties and the Secured
Creditor Released Parties, with respect to any act or omission, transaction, agreement, event, or
other occurrence taking place on or before the Effective Date (collectively, the “Debtor Released
Claims”); provided that the Debtor Released Claims shall not include (i) any Claims or Causes of
Action for breach of this Agreement or any other agreement, document, instrument or certificate
contemplated by this Agreement, to the extent such Claims or Causes of Action can otherwise be
made following the Effective Date pursuant to the terms of this Agreement or any other agreement,
document, instrument or certificate contemplated by this Agreement, (ii) any Effective Date or
post-Effective Date obligations of the Secured Creditor Released Parties or Non-Debtor RVL
Released Parties under the Plan of Reorganization, or under any document, instrument, or
agreement executed to implement the Plan of Reorganization, as applicable, and (iii) claims related
to any act or omission that is determined in a Final Order (as defined in the Plan of Reorganization)
to have constituted actual fraud, willful misconduct or gross negligence. The Debtors represent
and warrant to the Non-Debtor RVL Released Parties and the Secured Creditor Released Parties,
respectively, that they have not, and to the best of their knowledge the other Debtor Releasors have
not, assigned or transferred or purported to assign or transfer any Debtor Released Claims or any
portion thereof or any interest therein. The Secured Creditors party hereto constitute all of the
Secured Creditors under the Note Documents.
3.2 Release by Non-Debtor RVL Entities. From and after the date hereof, each
of the Non-Debtor RVL Entities on behalf of itself and its Related Persons (the “Non-Debtor
Releasors”) hereby irrevocably and unconditionally, generally, and individually and collectively,
releases, acquits and forever discharges (x) the Debtors and their respective Related Persons (the
“Debtor Released Parties”) and (y) the Secured Creditor Released Parties from any and all Claims
and Causes of Action, which any of the Non-Debtor Releasors now have, own, hold, or claim to
have, own, or hold, or at any time heretofore or hereafter have had, owned, held or claimed to have
had, owned, or held against any of the Debtor Released Parties and the Secured Creditor Released
Parties (collectively, the “Non-Debtor Released Claims”, and, together with the Debtor Release
Claims, the “RVL Released Claims”); provided that the Non-Debtor Released Claims shall not
include (i) any Claims or Causes of Action for breach of this Agreement or any other agreement,
document, instrument or certificate contemplated by this Agreement, to the extent such Claims or
Causes of Action can otherwise be made following the Effective Date pursuant to the terms of this
Agreement or any other agreement, document, instrument or certificate contemplated by this
Agreement, (ii) any Effective Date or post-Effective Date obligations of the Debtor Released
Parties or Secured Creditor Released Parties under the Plan of Reorganization, or under any
document, instrument, or agreement executed to implement the Plan of Reorganization, as
applicable, and (iii) claims related to any act or omission that is determined in a Final Order (as
defined in the Plan of Reorganization) to have constituted actual fraud, willful misconduct or gross
negligence. The Non-Debtor RVL Entities represent and warrant to the Debtor Released Parties
and the Secured Creditor Released Parties, respectively, that they have not, and to the best of their
knowledge the other Non-Debtor Releasors have not, assigned or transferred or purported to assign
or transfer any Non-Debtor Released Claims or any portion thereof or any interest therein.
3.3 Release by Secured Creditors. From and after the date hereof, each of the
Secured Creditors, on behalf of itself and its Related Persons (the “Secured Creditor Releasors”)
hereby irrevocably and unconditionally, generally, and individually and collectively, releases,
acquits and forever discharges (x) the Debtor Released Parties and (y) the Non-Debtor RVL
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RLF1 30178507v.1
Released Parties from any and all Claims and Causes of Action, which any of the Secured Creditors
Releasors now have, own, hold, or claim to have, own, or hold, or at any time heretofore or
hereafter have had, owned, held or claimed to have had, owned, or held against any of the Debtor
Released Parties (“Secured Creditor Released Claims”, and, together with the RVL Released
Claims, the “Released Claims”); provided that the Secured Creditor Released Claims shall not
include (i) any Claims or Causes of Action for breach of this Agreement or any other agreement,
document, instrument or certificate contemplated by this Agreement, to the extent such Claims or
Causes of Action can otherwise be made following the Effective Date pursuant to the terms of this
Agreement or any other agreement, document, instrument or certificate contemplated by this
Agreement, (ii) any Effective Date or post-Effective Date obligations of the Debtor Released
Parties or Non-Debtor RVL Released Parties under the Plan of Reorganization, or under any
document, instrument, or agreement executed to implement the Plan of Reorganization, as
applicable, and (iii) claims related to any act or omission that is determined in a Final Order (as
defined in the Plan of Reorganization) to have constituted actual fraud, willful misconduct or gross
negligence. The Secured Creditors represent and warrant to the Debtor Released Parties and the
Non-Debtor RVL Released Parties that they have not, and to the best of their knowledge the other
Secured Creditor Releasors have not, assigned or transferred or purported to assign or transfer any
Secured Creditor Released Claims or any portion thereof or any interest therein.
3.4 As to each and every Released Claim, each Party hereby represents that it
has received the advice of legal counsel with regard to the releases contained herein, and having
been so advised, specifically waives the benefit and protections of any Law that may provide that
a general release does not extend to claims which such Party does not know or suspect to exist in
its favor at the time of executing the release, which, if known by such Party, might have materially
affected its settlement with the other Parties. Each Party specifically waives the benefits and
protections of Section 1542 of the Civil Code of California, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.”
3.5 Each Party acknowledges that it may hereafter discover facts different from
or in addition to those now known or believed to be true with respect to the Released Claims,
which, if known at the time of signing this Agreement, may have materially affected this
Agreement and such Party’s decision to enter into this Agreement, intends hereby to assume the
risk of existing but as yet unknown Claims, and agrees that this Agreement shall be and remain
effective in all respects notwithstanding any such differences or additional facts. Each Party
understands, acknowledges, and agrees that the releases set forth above may be pleaded as a full
and complete defense and may be used as a basis for an injunction against any action, suit, or other
proceeding which may be instituted, prosecuted, or attempted in breach of the provisions of such
releases. Each of the Parties hereby acknowledges that it has read this Agreement and has conferred
with its counsel and advisors regarding this Agreement’s content, including this Section 3, and is
freely and voluntarily entering into this Agreement and hereby agrees to waive and hereby waives
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RLF1 30178507v.1
any claim that the terms of this Agreement (including, without limitation, the releases contained
herein) are invalid or otherwise unenforceable.
Section 4. Representations and Warranties of the Parties. In connection
with the transactions contemplated by this Agreement, each Party hereby represents and warrants
to the other Parties hereto that, the following statements are true and correct:
4.1 Such Party is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization and has all requisite limited liability, corporate or
other legal entity power and authority to execute and deliver this Agreement and to perform and
consummate its obligations under this Agreement. This Agreement has been duly authorized by
all requisite action on the part of such Party, and this Agreement has been duly and validly executed
and delivered by such Party.
4.2 This Agreement constitutes a valid and legally binding obligation of such
Party, enforceable against such Party in accordance with its terms and conditions, except as
enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or
other laws affecting creditors’ rights generally or by general principles of equity. Assuming all
consents and approvals required to be obtained from the other Parties have been obtained, such
Party has not been and is not required to give any notice to, or make any filing with, or obtain any
consent or approval from, any governmental authority or other third party for the valid execution,
delivery and performance by such Party of this Agreement.
4.3 The execution, delivery and performance by such Party of this Agreement
and the consummation of the transactions contemplated hereby does not and will not violate (a)
any provision of its bylaws, charter, articles of association, partnership agreement, operating
agreement, trust instrument or other similar document, (b) any provision of any material agreement
to which it is a party or by which it or its properties are bound, or (c) any law, rule, regulation,
judgment, order or decree to which it is subject, except in the cases of clauses (b) and (c) where
such violation would not reasonably be expected to be material to such Party, adversely impact
such Party’s ability to consummate the transactions contemplated by this Agreement or make any
of such Party’s other representations and warranties in this Section 4 fail to be true.
4.4 Such Party has made such investigation of the facts pertaining to this
Agreement and of all the matters pertaining hereto as such Party deems necessary.
Section 5. Miscellaneous.
5.1 Amendment. This Agreement may be amended or modified and any of the
terms hereof may be altered only by an instrument in writing signed by each of the Parties hereto.
5.2 Assignability. The Parties hereto shall not assign this Agreement or any of
their respective rights, interests or obligations hereunder without the prior written consent of each
of the other Parties hereto.
5.3 Severability. Each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable Law, but if any provision of this Agreement
is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any
Case 23-11704-BLS Doc 126-2 Filed 11/20/23 Page 7 of 16 |
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jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or
enforceability of any other provision of this Agreement in such jurisdiction or affect the validity,
legality or enforceability of any provision in any other jurisdiction, and the invalid, illegal or
unenforceable provision shall be interpreted and applied so as to produce as near as may be the
economic result intended by the Parties hereto. Upon determination that any term or other
provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in
good faith to modify this Agreement so as to eliminate such invalidity, illegality or incapability of
enforcement and to effect the original intent of the Parties hereto as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent
possible.
5.4 No Strict Construction. Each Party hereto confirms that both it and its
counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and
understanding of the Parties and, therefore, each Party waives the application of any law, holding
or rule of construction providing that ambiguities in an agreement or other document will be
construed against the Party drafting such agreement or document. The language used in this
Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual
intent, and no rule of strict construction shall be applied against any Party hereto.
5.5 Descriptive Headings; Interpretation. The descriptive headings of this
Agreement are inserted for convenience only and shall not be deemed a part of or to affect the
meaning or interpretation of this Agreement.
5.6 Counterparts. This Agreement may be executed and delivered in one or
more counterparts (by electronic communication, facsimile, or otherwise), each of which shall be
deemed an original, but all of which together shall constitute one and the same agreement. The
Parties hereto irrevocably and unreservedly agree that this Agreement may be executed by way of
electronic signatures and the Parties hereto agree that such document, or any part thereof, shall not
be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it
is in the form of an electronic record.
5.7 Governing Law. This Agreement shall in all respects be governed by and
construed in accordance with the laws of the State of New York without giving effect to conflicts
of law principles that would permit or require the application of the substantive laws of any other
jurisdiction.
5.8 Choice of Forum. Each of the Parties hereto irrevocably agrees that any
legal action or proceeding arising out of, based upon or relating to this Agreement or the
transactions contemplated hereby shall be brought solely in the Bankruptcy Court (or any court
exercising appellate jurisdiction over the Bankruptcy Court). Each Party hereto hereby irrevocably
submits to the exclusive jurisdiction of the Bankruptcy Court (or any court exercising appellate
jurisdiction over the Bankruptcy Court) in respect of any legal action or proceeding arising out of,
based upon or relating to this Agreement or any of the rights and obligations arising hereunder,
and agrees that it will not bring any action arising out of, based upon or related thereto in any other
court; provided, however, that, if the Bankruptcy Cases are dismissed, any legal action or
proceeding arising out of, based upon or relating to this Agreement or the transactions
contemplated hereby shall be heard and determined solely in the courts of the State of New York
Case 23-11704-BLS Doc 126-2 Filed 11/20/23 Page 8 of 16 |
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RLF1 30178507v.1
located in the borough of Manhattan in the city of New York and the federal courts of the United
States of America located in the Southern District of the State of New York (and any appellate
courts of the foregoing). Each Party hereto hereby irrevocably waives, and agrees not to assert as
a defense, counterclaim or otherwise, in any such legal action or proceeding, (a) any claim that it
is not personally subject to the jurisdiction of the above named courts for any reason other than
the failure to serve process in accordance with Section 5.14, (b) any claim that it or its property is
exempt or immune from jurisdiction of any such court or from any legal process commenced in
such courts (whether through service of notice, attachment prior to judgment, attachment in aid of
execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted
by applicable Law, any claim that (i) the legal action or proceeding in such court is brought in an
inconvenient forum, (ii) the venue of such legal action or proceeding is improper or (iii) this
Agreement or any other agreement or instrument contemplated hereby or entered into in
connection herewith, or the subject matter hereof or thereof, may not be enforced in or by such
courts. Each Party hereto agrees that notice or the service of process in any legal action or
proceeding arising out of, based upon or relating to this Agreement or any of the rights and
obligations arising hereunder or thereunder, shall be properly served or delivered if delivered in
the manner contemplated by Section 5.14.
5.9 Waiver of Jury Trial. EACH PARTY HERETO (BY ITS
ACCEPTANCE OF THE BENEFITS OF THIS AGREEMENT) HEREBY IRREVOCABLY
WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
5.10 Entire Agreement. This Agreement constitutes the entire agreement among
the Parties with respect to the subject matter hereof and supersede all prior negotiations,
representations, agreements, arrangements or understandings (whether written or oral) with respect
thereto.
5.11 Tax Matters. The Debtors and Non-Debtor RVL Entities agree to
reasonably cooperate in connection with any request by the Secured Creditors to effectuate the
transactions contemplated hereby in accordance with Schedule 1 attached hereto, including
making any tax elections or filings reasonably requested by the Secured Creditors.
5.12 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and permitted assigns and, in the case of each
of the Debtors, each of the Reorganized Debtors and their respective successors and permitted
assigns from and after the Effective Date. No third party beneficiaries are intended in connection
with this Agreement, except that each Debtor Released Party, Non-Debtor RVL Released Party,
and Secured Creditor Released Party shall be a third party beneficiary of Article III of this
Agreement.
5.13 Plan Document. On the Effective Date, this Agreement is deemed
incorporated into the Plan of Reorganization as if set forth in the Plan of Reorganization.
5.14 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed duly given: (a) if sent by registered or certified mail, on the earlier of
Case 23-11704-BLS Doc 126-2 Filed 11/20/23 Page 9 of 16 |
| 9
RLF1 30178507v.1
confirmed receipt or the third Business Day after they have been sent by registered or certified
mail, return receipt requested, postage prepaid, (b) if sent by electronic mail, upon written
confirmation of receipt by e-mail or otherwise, (c) if delivered personally to the intended recipient,
when delivered or (d) if sent by overnight delivery via recognized international courier service, on
the first Business Day after they have been sent, in each case, addressed to a Party hereto at the
following address for such Party hereto:
(a) if to the Debtors (prior to the Effective Date):
RevitaLid Pharmaceutical Corp.
400 Crossing Boulevard
Bridgewater, New Jersey 08807
Attn: Brian Markison
(brian.markison@RVLPharma.com)
with a copy, which shall not constitute effective notice, to:
Richards Layton & Finger, P.A.
920 N King St
Wilmington, DE 19801
Telephone: (302) 651-7700
Attn: Mark D. Collins and Brendan J. Schlauch
(collins@RLF.com; schlauch@RLF.com)
and
Ropes & Gray LLP
1211 6th Ave
New York, NY 10036
Telephone: (212) 596-9000
Attn: Gregg M. Galardi and Cristine Pirro Schwarzman
(Gregg.Galardi@ropesgray.com;
Cristine.Schwarzman@ropesgray.com)
(b) if to the Secured Creditors:
c/o Athyrium Capital Management, LP
505 Fifth Avenue, Floor 18
New York, NY 10017
Attention: Mark Kavulich
Email: mkavulich@athyrium.com
with a copy, which shall not constitute effective notice, to:
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Case 23-11704-BLS Doc 126-2 Filed 11/20/23 Page 10 of 16 |
| 10
RLF1 30178507v.1
Attention: Scott Greissman; Adam Cieply
E-mail: greissc@whitecase.com; adam.cieply@whitecase.com
(c) If to RVL Pharma or RVL Pharmacy (following the Effective Date):
c/o Athyrium Capital Management, LP
505 Fifth Avenue, Floor 18
New York, NY 10017
Attention: Mark Kavulich
Email: mkavulich@athyrium.com
with a copy, which shall not constitute effective notice, to:
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Attention: Scott Greissman; Adam Cieply
E-mail: greissc@whitecase.com; adam.cieply@whitecase.com
(d) if to RevitaLid (following the Effective Date):
RevitaLid Pharmaceutical Corp.
400 Crossing Boulevard
Bridgewater, New Jersey 08807
Attn: Brian Markison
Email: brian.markison@RVLPharma.com
(e) if to the Non-Debtor RVL Entities, at:
400 Crossing Boulevard
Bridgewater, New Jersey 08807
Attn: Brian Markison
Email: brian.markison@RVLPharma.com
or to such other addresses as shall be furnished in writing by any such Party hereto to the other
Party hereto in accordance with the provisions of this Section 5.14.
* * * * *
Case 23-11704-BLS Doc 126-2 Filed 11/20/23 Page 11 of 16 |
| RLF1 30178507v.1
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement
as of the date first above written.
DEBTORS:
REVITALID PHARMACEUTICAL CORP.
By:
Name:
Title:
RVL PHARMACEUTICALS, INC.
By:
Name:
Title:
RVL PHARMACY LLC
By:
Name:
Title:
NON- DEBTOR RVL ENTITIES:
RVL PHARMACEUTICALS PLC
By:
Name:
Title:
RVL US HOLDINGS LLC
By:
Name:
Title:
Case 23-11704-BLS Doc 126-2 Filed 11/20/23 Page 12 of 16 |
| RLF1 30178507v.1
RVL FINANCE LIMITED
By:
Name:
Title:
VALKYRIE GROUP HOLDINGS, INC.
By:
Name:
Title:
OSMOTICA KERESKEDELMI ES
SZOLGALTATO KORLATOLT
FELELOSSEGU TARSASAG
By:
Name:
Title:
OSMOTICA ARGENTINA, S.A.
By:
Name:
Title:
SECURED CREDITORS:
ATHYRIUM OPPORTUNITIES IV
ACQUISITION LP
By:
Name:
Title:
ATHYRIUM OPPORTUNITIES IV CO-INVEST 1 LP
Case 23-11704-BLS Doc 126-2 Filed 11/20/23 Page 13 of 16 |
| RLF1 30178507v.1
By:
Name:
Title:
Case 23-11704-BLS Doc 126-2 Filed 11/20/23 Page 14 of 16 |
| RLF1 30178507v.1
SCHEDULE 1
Case 23-11704-BLS Doc 126-2 Filed 11/20/23 Page 15 of 16 |
| RLF1 30178507v.1
Schedule 1
1. RVL Pharmacy, LLC distributes all receivables owed to it by Debtors and Non-Debtor RVL Entities to
RVL Pharmaceuticals Inc.
2. RVL Pharmaceuticals Inc. transfers all of its intercompany receivables owed from Non-Debtor RVL
Entities to RVL Pharmaceuticals plc in partial satisfaction of RVL Pharmaceuticals Inc.’s intercompany
payable to RVL Pharmaceuticals plc.
3. RVL Pharmaceuticals Inc. transfers its receivables owed from RevitaLid Pharmaceutical Corp to RevitaLid
Pharmaceutical Corp in partial satisfaction of RVL Pharmaceuticals Inc.’s payables to RevitaLid
Pharmaceutical Corp.
4. All of the intercompany payables owed by RVL Pharmaceuticals Inc. and RVL Pharmacy LLC are
cancelled for no consideration.
5. RevitaLid Pharmaceutical Corp transfers all of its receivables owed by Non-Debtor RVL Entities to RVL
Pharmaceuticals plc in partial satisfaction of RevitaLid Pharmaceutical Corp’s intercompany payable to
RVL Pharmaceuticals plc.
6. All of RevitaLid Pharmaceutical Corp’s remaining intercompany payables are canceled, provided that, any
payment made by RevitaLid Pharmaceutical Corp to the Non-Debtor RVL Entities on or after the Petition
Date are deemed to be partial repayments of RevitaLid Pharmaceutical Corp’s intercompany payable to
RVL Pharmaceuticals plc and further payments made at the direction of RVL Pharmaceuticals plc to the
applicable Non-Debtor RVL Entities.
The books and records of the Debtors and Non-Debtor RVL Entities shall be updated accordingly to reflect
the foregoing steps.
Case 23-11704-BLS Doc 126-2 Filed 11/20/23 Page 16 of 16 |
| RLF1 30177586v.1
EXHIBIT C
Case 23-11704-BLS Doc 126-3 Filed 11/20/23 Page 1 of 4 |
| RLF1 30177586v.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re: ) Chapter 11
)
REVITALID PHARMACEUTICAL CORP., et al., )
)
Case No. 23-11704 (BLS)
Debtors.1 ) (Jointly Administered)
)
) Re: Docket Nos. 16, 90 & ___
NOTICE OF (I) OCCURRENCE OF EFFECTIVE DATE AND (II) ENTRY OF
ORDER APPROVING (A) THE DISCLOSURE STATEMENT AND
(B) CONFIRMING THE AMENDED JOINT PREPACKAGED CHAPTER 11 PLAN
OF REVITALID PHARMACEUTICAL CORP. AND ITS SUBSIDIARIES
TO ALL CREDITORS, INTEREST HOLDERS, AND OTHER PARTIES IN INTEREST:
PLEASE TAKE NOTICE that on November [__], 2023, the United States Bankruptcy
Court for the District of Delaware (the “Bankruptcy Court”) entered an order [Docket No. __]
(the “Confirmation Order”) confirming the Amended Joint Prepackaged Chapter 11 Plan of
RevitaLid Pharmaceutical Corp. and Its Subsidiaries [Docket No. 90] (as may be amended,
modified, or supplemented, the “Plan”)2
(attached as Exhibit A to the Confirmation Order) and
approving the Disclosure Statement for the Joint Prepackaged Chapter 11 Plan of RevitaLid
Pharmaceutical Corp. and Its Subsidiaries [Docket No. 16] of RevitaLid Pharmaceutical Corp.
and certain of its affiliates that are debtors and debtors in possession (collectively, the “Debtors”)
in the above-captioned chapter 11 cases (the “Chapter 11 Cases”).
PLEASE TAKE FURTHER NOTICE that the Effective Date occurred on [__].
PLEASE TAKE FURTHER NOTICE that the Confirmation Order, the Plan and the
Disclosure Statement may be obtained free of charge by visiting the Debtors’ chapter 11
restructuring website maintained by the Debtors’ voting agent, Kroll Restructuring Administration
LLC (the “Voting Agent”), at: https://restructuring.ra.kroll.com/RVL. Copies of the
Confirmation Order, the Plan and Disclosure Statement may also be obtained by calling the Voting
Agent at (844) 870-7074 (U.S./Canada, toll-free) or +1 (646) 651-1184 (international, toll) or by
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are:
RevitaLid Pharmaceutical Corp. (0983), RVL Pharmaceuticals, Inc. (7918), and RVL Pharmacy, LLC (6132). The location
of the Debtors’ principal place of business is 400 Crossing Boulevard, Bridgewater, New Jersey 08807.
2
Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Plan and the Confirmation Order,
as applicable.
Case 23-11704-BLS Doc 126-3 Filed 11/20/23 Page 2 of 4 |
| 2
RLF1 30177586v.1
sending an electronic mail message to RVLInfo@ra.kroll.com (with “RevitaLid Solicitation” in
the subject line).
PLEASE TAKE FURTHER NOTICE that the Bankruptcy Court has approved certain
discharge, release, exculpation, injunction, and related provisions in Article VIII of the Plan.
PLEASE TAKE FURTHER NOTICE that the terms of the Plan and the Plan Supplement
shall be immediately effective and enforceable and deemed binding upon the Debtors, the
Reorganized Debtors, and any and all holders of Claims or Interests (irrespective of whether such
Claims or Interests are deemed to have accepted the Plan), all Entities that are parties to or are
subject to the settlements, compromises, releases, discharges, and injunctions described in the
Plan, each Entity acquiring property under the Plan, and any and all non-Debtor parties to
Executory Contracts and Unexpired Leases with the Debtors.
PLEASE TAKE FURTHER NOTICE that each Executory Contract and Unexpired
Lease that has otherwise not been rejected (as set forth in the Rejected Contracts and Leases
Schedule) shall be deemed assumed by the applicable Debtor, without the need for any further
notice to or action, order, or approval of the Bankruptcy Court, as of the Effective Date under
section 365 of the Bankruptcy Code. In the event that the rejection of an Executory Contract or
Unexpired Lease under the Plan results in damages to the other party or parties to such contract or
lease, any Claim for such damages shall be forever barred and shall not be enforceable against the
applicable Debtor or RVL Corp. or the Reorganized Debtor, as applicable, or their respective
Estate, properties or interests in property, unless a Proof of Claim is filed with the Bankruptcy
Court and served upon the applicable Debtor no later than thirty (30) days after the later of (i) [__]
or (ii) the effective date of the rejection of such Executory Contract or Unexpired Lease, as set
forth on the Rejected Contracts and Leases Schedule or order of the Bankruptcy Court. For the
avoidance of doubt, the Confirmation Order constitutes the Bankruptcy Court’s approval of the
rejection of all the leases and contracts identified in the Rejected Contracts and Leases Schedule.
PLEASE TAKE FURTHER NOTICE that [__], 2023 is the deadline for filing requests
for payment of Administrative Expense Claims (other than Professional Fee Claims).
PLEASE TAKE FURTHER NOTICE that [__], 2023 is the deadline for all Professionals
or other Entities requesting compensation or reimbursement of expenses pursuant to sections 327,
328, 330, 331, 503(b), or section 1103 of the Bankruptcy Code for services rendered before the
Effective Date (including any compensation requested by any Professional or any other Entity for
making a substantial contribution in the Chapter 11 Cases) to file and serve final requests for
payment of Professional Fee Claims.
PLEASE TAKE FURTHER NOTICE that the Plan and the Confirmation Order contain
other provisions that may affect your rights. You are encouraged to review the Plan and the
Confirmation Order in their entirety.
Case 23-11704-BLS Doc 126-3 Filed 11/20/23 Page 3 of 4 |
| 3
RLF1 30177586v.1
Dated: [__], 2023
Wilmington, Delaware
/s/ DRAFT
Mark D. Collins (No. 2981)
Brendan J. Schlauch (No. 6115)
Matthew P. Milana (No. 6681)
Huiqi Liu (No. 6850)
Alexander R. Steiger (No. 7139)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Telephone: 302-651-7700
Fax: 302-651-7701
Email: collins@rlf.com
schlauch@rlf.com
milana@rlf.com
liu@rlf.com
steiger@rlf.com
-and-Gregg M. Galardi (No. 2991)
Cristine Pirro Schwarzman (Admitted Pro Hac Vice)
ROPES & GRAY LLP
1211 Avenue of the Americas
New York, NY 10036
Telephone: 212-596-9000
Fax: 212-596-9090
Email: gregg.galardi@ropesgray.com
cristine.schwarzman@ropesgray.com
Counsel to the Debtors
Case 23-11704-BLS Doc 126-3 Filed 11/20/23 Page 4 of 4 |
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Case 23-11704-BLS Doc 133 Filed 11/21/23 Page 12 of 12 |
| IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re: ) Chapter 11
)
REVITALID PHARMACEUTICAL CORP. )
)
Case No. 23-11704 (BLS)
Debtors.1
) (Jointly Administered)
)
GLOBAL NOTES AND STATEMENT OF LIMITATIONS,
METHODOLOGY AND DISCLAIMERS REGARDING
OCTOBER 31, 2023, MONTHLY OPERATING REPORT
Description of Chapter 11 Cases
The debtor and debtor in possession (the “Debtor”) in the above-captioned chapter 11 case
(the “Chapter 11 Case”) has prepared and filed the attached October 31, 2023, Monthly Operating
Report (the “MOR”) in the United States Bankruptcy Court for the District of Delaware (the
“Court”). The Debtor has prepared the MOR with the assistance of its advisors and professionals
solely for the purpose of complying with the reporting requirements applicable in the Chapter 11
Case and is in a format consistent with the instructions provided by the Office of the United
States Trustee for the District of Delaware.
Debtor in Possession Financial Statements
The financial statements and supplemental information presented in this MOR have been prepared using
the Debtors' books and records solely to comply with the monthly reporting requirements under the
United States Bankruptcy Code and those of the United States Trustee for the District of Delaware.
The financial statements and other information presented herein are unaudited, preliminary in nature, and
may not comply with generally accepted accounting principles in the United States of America (“US
GAAP”) in all material respects. These preliminary unaudited financial statements and other information
represent the Debtors' good faith attempt to comply with the requirements of the United States
Bankruptcy Code and those of the United States Trustee using the resources available. This information is
limited in scope to the requirements of this MOR.
These preliminary unaudited financial statements have not been subject to procedures that would typically
be applied to financial information presented in accordance with US GAAP, and upon application of such
procedures, the Debtors believe that the financial information could be subject to changes, which could be
material. Certain totals may not sum due to rounding.
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are: RevitaLid Pharmaceutical Corp. (0983), RVL Pharmaceuticals, Inc. (7918), and RVL Pharmacy, LLC
(6132). The location of the Debtors’ principal place of business is 400 Crossing Boulevard, Bridgewater, New
Jersey 08807.
Case 23-11704-BLS Doc 133-1 Filed 11/21/23 Page 1 of 6 |
| Part 1: Cash Receipts and Disbursements
The cash flow contained in the attached MOR is prepared on a bank/cash basis, not in accordance with
US GAAP. The MOR presents the Debtor’s receipts and disbursements for the period from October 12,
2023, through October 31, 2023.
Part 2: Asset and Liability Status
The amounts identified in Part 2 of the MOR are derived from the Debtor’s unaudited and estimated
accrual-based Balance Sheet as of October 31, 2023. Assets includes a postpetition receivables due from
Debtor affiliate, RVL Pharmaceuticals, Inc. in relation to the downstreaming of DIP proceeds during the
period. Please refer to the notes above for information about presentation and limitations that may exist in
the MOR.
Part 4: Income Statement (Statement of Operations)
The Debtor’s Income Statement per this MOR presents the Debtor’s best estimate of its Statement of
Operations, on an accrual basis, for the period from October 12, 2023, through October 31, 2023. Please
refer to the notes above for information about presentation and limitations that may exist in the MOR.
Case 23-11704-BLS Doc 133-1 Filed 11/21/23 Page 2 of 6 |
| REVITALID PHARMACEUTICAL CORP. Case No. 23-11704
Debtor
Reporting Period: October 12, 2023 through October 31, 2023
MOR-1
Part 1: Schedule of Cash Receipts and Disbursements - Unaudited
10/12/23 - 10/31/23
$ in USD - Rounded to Nearest Whole Dollar
REVITALID
PHARMACEUTICAL
CORP.
Schedule of Cash Receipts and Disbursements
Operating Cash Flow
Operating Receipts - $
Operating Disbursements -
Operating Cash Flow - $
DIP Proceeds - $
DIP Interest / Fees -
DIP Financing Activity - $
Restructuring/Non-Recurring
First Day Relief $ -
Professional Fees -
UST Fees -
Restructuring/Non-Recurring - $
Intercompany Transfers
Debtor Affiliates $ -
Non-Debtor Affiliates
Intercompany Transfers - $
Net Cash Flow $ -
Available Debtor Beginning Cash Balance
Change +/- -
Available Debtor Ending Cash Balance $ -
Notes
Case 23-11704-BLS Doc 133-1 Filed 11/21/23 Page 3 of 6 |
| REVITALID PHARMACEUTICAL CORP. Case No. 23-11704
Debtor
Reporting Period: October 12, 2023 through October 31, 2023
MOR-2
Part 2: Balance Sheet - Unaudited
October 31, 2023
$ in USD - Rounded to Nearest Whole Dollar
REVITALID
PHARMACEUTICAL CORP.
Current Assets:
Cash and Cash Equivalents $ -
Accounts Receivable and Other Receivables -
Inventories, Net -
Prepaid Expenses and Other Current Assets 2,946
Total Current Assets $ 2,946
Property, Plant and Equipment, Net -
Intercompany $ 79,040,467
Other Non-Current Assets 53,763,560
Total Non-Current Assets $ 132,804,027
Total Assets $ 132,806,973
Current Liabilities (Post-Petition)
Accounts Payable and Accrued Expenses - Trade $ -
Accounts Payable and Accrued Expenses - Intercompany -
Accrued Payroll and Benefits -
Other Current Liabilities -
Debtor in Posession Financing 7,500,000
Total Liabilities Not Subject to Compromise $ 7,500,000
Liabilities Subject to Compromise 89,879,728
Total Equity $ 35,427,246
Total Liabilities + Equity $ 132,806,973
Notes
Case 23-11704-BLS Doc 133-1 Filed 11/21/23 Page 4 of 6 |
| REVITALID PHARMACEUTICAL CORP. Case No. 23-11704
Debtor
Reporting Period: October 12, 2023 through October 31, 2023
MOR-3
Part 4: Statement of Operations - Unaudited
10/12/23 - 10/31/23
$ in USD - Rounded to Nearest Whole Dollar
REVITALID
PHARMACEUTICAL CORP.
Gross Profit
Net Product Sales $ -
Cost of Goods Sold -
Gross Profit $ -
Expenses:
Selling, General and Administrative Expenses $ -
Research and Development Expenses -
Other Operating Expenses -
Total Operating Expenses $ -
Reorganization Items 141
Interest Expense and Fees (311,948)
Profit (loss) Before Income Tax $ (311,808)
Provision for Taxes
Profit (Loss) $ (311,808)
Notes
Case 23-11704-BLS Doc 133-1 Filed 11/21/23 Page 5 of 6 |
| REVITALID PHARMACEUTICAL CORP. Case No. 23-11704
Debtor
Reporting Period: October 12, 2023 through October 31, 2023
MOR-4
Part 7g: Post-Petition Borrowings
$ in USD - Rounded to Nearest Whole Dollar
Part 7g: Post-Petition Borrowings
On October 13, 2023 an Interim Order was approved for Debtor In Possession Financing [docket entry 40] granting the Debtors use of $7.5 million of a proposed $17.5 million Debtor In
Possession financing facility. The remaining and final $10 million in DIP financing was subsequently approved by the court's final order approved on November 9, 2023 [docket entry 88].
Post-petition borrowing of the Debtor during the period represents a loan under the abovementioned DIP Financing, with the proceeds subsequently downstreamed to Debtor affilitate, RVL
Pharmaceuticals, Inc., with a corresponding receivable due from RVL Pharmaceuticals, Inc recorded.
Case 23-11704-BLS Doc 133-1 Filed 11/21/23 Page 6 of 6 |
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Case 23-11704-BLS Doc 134 Filed 11/21/23 Page 12 of 12 |
| IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re: ) Chapter 11
)
RVL PHARMACEUTICALS, INC. )
)
Case No. 23-11705 (BLS)
Debtors.1
) (Jointly Administered)
)
GLOBAL NOTES AND STATEMENT OF LIMITATIONS,
METHODOLOGY AND DISCLAIMERS REGARDING
OCTOBER 31, 2023, MONTHLY OPERATING REPORT
Description of Chapter 11 Cases
The debtor and debtor in possession (the “Debtor”) in the above-captioned chapter 11 case
(the “Chapter 11 Case”) has prepared and filed the attached October 31, 2023, Monthly Operating
Report (the “MOR”) in the United States Bankruptcy Court for the District of Delaware (the
“Court”). The Debtor has prepared the MOR with the assistance of its advisors and professionals
solely for the purpose of complying with the reporting requirements applicable in the Chapter 11
Case and is in a format consistent with the instructions provided by the Office of the United
States Trustee for the District of Delaware.
Debtor in Possession Financial Statements
The financial statements and supplemental information presented in this MOR have been prepared using
the Debtors' books and records solely to comply with the monthly reporting requirements under the
United States Bankruptcy Code and those of the United States Trustee for the District of Delaware.
The financial statements and other information presented herein are unaudited, preliminary in nature, and
may not comply with generally accepted accounting principles in the United States of America (“US
GAAP”) in all material respects. These preliminary unaudited financial statements and other information
represent the Debtors' good faith attempt to comply with the requirements of the United States
Bankruptcy Code and those of the United States Trustee using the resources available. This information is
limited in scope to the requirements of this MOR.
These preliminary unaudited financial statements have not been subject to procedures that would typically
be applied to financial information presented in accordance with US GAAP, and upon application of such
procedures, the Debtors believe that the financial information could be subject to changes, which could be
material. Certain totals may not sum due to rounding.
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are: RevitaLid Pharmaceutical Corp. (0983), RVL Pharmaceuticals, Inc. (7918), and RVL Pharmacy, LLC
(6132). The location of the Debtors’ principal place of business is 400 Crossing Boulevard, Bridgewater, New
Jersey 08807.
Case 23-11704-BLS Doc 134-1 Filed 11/21/23 Page 1 of 7 |
| Part 1: Cash Receipts and Disbursements
The cash flow contained in the attached MOR is prepared on a bank/cash basis, not in accordance with
US GAAP. The MOR presents the Debtor’s receipts and disbursements for the period from October 12,
2023, through October 31, 2023.
Part 2: Asset and Liability Status
The amounts identified in Part 2 of the MOR are derived from the Debtor’s unaudited and estimated
accrual-based Balance Sheet as of October 31, 2023. Postpetition payables includes accounts payable and
amounts due to affiliated debtor entity, RevitaLid Pharmaceutical Corp. Please refer to the notes above
for information about presentation and limitations that may exist in the MOR.
Part 4: Income Statement (Statement of Operations)
The Debtor’s Income Statement per this MOR presents the Debtor’s best estimate of its Statement of
Operations, on an accrual basis, for the period from October 12, 2023, through October 31, 2023. Please
refer to the notes above for information about presentation and limitations that may exist in the MOR.
Part 6: Postpetition Taxes.
The Debtor collects, withholds, and incurs withholding, and income taxes, as well as other business and
regulatory fees and assessments (collectively, the “Taxes and Fees”). The Debtor remits the Taxes and
Fees to various federal, state, and local governments (collectively, the “Authorities”). The Debtor pays the
Taxes and Fees to the Authorities on a periodic basis, remitting them monthly, semi-monthly, quarterly,
semi-annually, or annually depending on the nature and incurrence of a particular Tax or Fee.
The Court entered Interim and final orders [Docket No. 36 & 75] authorizing, but not directing, the
Debtor to, among other things, pay Taxes and Fees that arise or accrue in the ordinary course of business
on a postpetition basis consistent with prepetition practices. The Debtor believes that it is current with
respect to any outstanding, postpetition amounts due.
Part 7a: Questionnaire
Payments on prepetition unsecured debts totaling $1,812,221 were made in accordance with the approved
interim and final “first day” relief granted by the Court.
Part 7c: Questionnaire
All payments to insiders were on account of ordinary course salaries and benefits or intercompany
transfers to RVL Pharmaceuticals, plc, in each case, made in accordance with interim and final orders
entered by the Court. See Docket Nos. 37, 39, 78 & 79.
Case 23-11704-BLS Doc 134-1 Filed 11/21/23 Page 2 of 7 |
| RVL PHARMACEUTICALS, INC. Case No. 23-11705
Debtor
Reporting Period: October 12, 2023 through October 31, 2023
MOR-1
Part 1: Schedule of Cash Receipts and Disbursements - Unaudited
10/12/23 - 10/31/23
$ in USD - Rounded to Nearest Whole Dollar
RVL
PHARMACEUTICALS,
INC.
Schedule of Cash Receipts and Disbursements
Operating Cash Flow
Operating Receipts 1,264,718 $
Operating Disbursements (763,336)
Operating Cash Flow 501,382 $
DIP Proceeds 7,500,000 $
DIP Interest / Fees (311,948)
DIP Financing Activity 7,188,052 $
Restructuring/Non-Recurring
First Day Relief1
(1,812,221)
Professional Fees -
UST Fees -
Restructuring/Non-Recurring (1,812,221) $
Intercompany Transfers
Debtor Affiliates -
Non-Debtor Affiliates (100,000)
Intercompany Transfers (100,000) $
Net Cash Flow $ 5,777,213
Available Debtor Beginning Cash Balance $ 6,662,780
Change +/- 5,777,213
Available Debtor Ending Cash Balance $ 12,439,993
Notes
1
All first day relief payments by the Debtors have been made pursuant to the first day motions and are below the respective interim
limits imposed.
Case 23-11704-BLS Doc 134-1 Filed 11/21/23 Page 3 of 7 |
| RVL PHARMACEUTICALS, INC. Case No. 23-11705
Debtor
Reporting Period: October 12, 2023 through October 31, 2023
MOR-2
Part 2: Balance Sheet - Unaudited
October 31, 2023
$ in USD - Rounded to Nearest Whole Dollar
RVL PHARMACEUTICALS,
INC.
Current Assets:
Cash and Cash Equivalents $ 12,439,993
Accounts Receivable and Other Receivables 94,037
Inventories, Net 3,699,103
Prepaid Expenses and Other Current Assets 1,917,961
Total Current Assets $ 18,151,094
Property, Plant and Equipment, Net 2,947,144
Intercompany 12,152,055
Other Non-Current Assets 8,625
Total Non-Current Assets $ 15,107,824
Total Assets $ 33,258,918
Current Liabilities (Post-Petition)
Accounts Payable and Accrued Expenses - Trade 770,717
Accounts Payable and Accrued Expenses - Intercompany 7,140,941
Accrued Payroll and Benefits 115,567
Other Current Liabilities -
Debtor in Posession Financing -
Total Liabilities Not Subject to Compromise $ 8,027,226
Liabilities Subject to Compromise 117,760,278
Total Equity $ (92,528,586)
Total Liabilities + Equity $ 33,258,918
Notes
Case 23-11704-BLS Doc 134-1 Filed 11/21/23 Page 4 of 7 |
| RVL PHARMACEUTICALS, INC. Case No. 23-11705
Debtor
Reporting Period: October 12, 2023 through October 31, 2023
MOR-3
Part 4: Statement of Operations - Unaudited
10/12/23 - 10/31/23
$ in USD - Rounded to Nearest Whole Dollar
RVL PHARMACEUTICALS,
INC.
Gross Profit
Net Product Sales $ 1,226,936
Cost of Goods Sold (323,195)
Gross Profit $ 903,740
Expenses:
Selling, General and Administrative Expenses (1,681,881)
Research and Development Expenses (9,032)
Other Operating Expenses (159,753)
Total Operating Expenses $ (1,850,666)
Reorganization Items (445,010)
Interest Expense and Fees -
Profit (loss) Before Income Tax $ (1,391,936)
Provision for Taxes -
Profit (Loss) $ (1,391,936)
Notes
Case 23-11704-BLS Doc 134-1 Filed 11/21/23 Page 5 of 7 |
| RVL PHARMACEUTICALS, INC. Case No. 23-11705
Debtor
Reporting Period: October 12, 2023 through October 31, 2023
MOR-4
Part 7c: Payments to Insiders
$ in USD - Rounded to Nearest Whole Dollar
Part 7c: Payments to Insiders
Date of Payment Account Used Amount
10/18/2023 3535 40,537 Salary + Benefits
10/27/2023 3535 100,000 Wind Down Costs to RevitaLid Pharmaceutical PLC
10/31/2023 3535 39,991 Salary + Benefits
Total Payments to Insiders $ 180,529
Notes
Reason for Payment
Case 23-11704-BLS Doc 134-1 Filed 11/21/23 Page 6 of 7 |
| RVL PHARMACEUTICALS, INC. Case No. 23-11705
Debtor
Reporting Period: October 12, 2023 through October 31, 2023
MOR-5
Part 7g: Post-Petition Borrowings
$ in USD - Rounded to Nearest Whole Dollar
Part 7g: Post-Petition Borrowings
On October 13, 2023 an interim order was approved for Debtor In Possession Financing [docket entry 40] granting the Debtors use of $7.5 million of a proposed $17.5 million Debtor In Possession
financing facility. The remaining and final $10 million in DIP financing was subsequently approved by the Court's final order approved on November 9, 2023 [docket entry 88].
Post-petition borrowing of the Debtor during the period represents an intercompany loan from Debtor affilitate, RevitaLid Pharmaceutical Corporation, to downstream the $7.5 million proceeds from
the interim draw on the DIP financing.
Case 23-11704-BLS Doc 134-1 Filed 11/21/23 Page 7 of 7 |
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Case 23-11704-BLS Doc 135 Filed 11/21/23 Page 12 of 12 |
| IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re: ) Chapter 11
)
RVL PHARMACY, LLC. )
)
Case No. 23-11706 (BLS)
Debtors.1
) (Jointly Administered)
)
GLOBAL NOTES AND STATEMENT OF LIMITATIONS,
METHODOLOGY AND DISCLAIMERS REGARDING
OCTOBER 31, 2023, MONTHLY OPERATING REPORT
Description of Chapter 11 Cases
The debtor and debtor in possession (the “Debtor”) in the above-captioned chapter 11 case
(the “Chapter 11 Case”) has prepared and filed the attached October 31, 2023, Monthly Operating
Report (the “MOR”) in the United States Bankruptcy Court for the District of Delaware (the
“Court”). The Debtor has prepared the MOR with the assistance of its advisors and professionals
solely for the purpose of complying with the reporting requirements applicable in the Chapter 11
Case and is in a format consistent with the instructions provided by the Office of the United
States Trustee for the District of Delaware.
Debtor in Possession Financial Statements
The financial statements and supplemental information presented in this MOR have been prepared using
the Debtors' books and records solely to comply with the monthly reporting requirements under the
United States Bankruptcy Code and those of the United States Trustee for the District of Delaware.
The financial statements and other information presented herein are unaudited, preliminary in nature, and
may not comply with generally accepted accounting principles in the United States of America (“US
GAAP”) in all material respects. These preliminary unaudited financial statements and other information
represent the Debtors' good faith attempt to comply with the requirements of the United States
Bankruptcy Code and those of the United States Trustee using the resources available. This information is
limited in scope to the requirements of this MOR.
These preliminary unaudited financial statements have not been subject to procedures that would typically
be applied to financial information presented in accordance with US GAAP, and upon application of such
procedures, the Debtors believe that the financial information could be subject to changes, which could be
material. Certain totals may not sum due to rounding.
1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, are: RevitaLid Pharmaceutical Corp. (0983), RVL Pharmaceuticals, Inc. (7918), and RVL Pharmacy, LLC
(6132). The location of the Debtors’ principal place of business is 400 Crossing Boulevard, Bridgewater, New
Jersey 08807.
Case 23-11704-BLS Doc 135-1 Filed 11/21/23 Page 1 of 5 |
| Part 1: Cash Receipts and Disbursements
The cash flow contained in the attached MOR is prepared on a bank/cash basis, not in accordance with
US GAAP. The MOR presents the Debtor’s receipts and disbursements for the period from October 12,
2023, through October 31, 2023.
Part 2: Asset and Liability Status
The amounts identified in Part 2 of the MOR are derived from the Debtor’s unaudited and estimated
accrual-based Balance Sheet as of October 31, 2023. Please refer to the notes above for information about
presentation and limitations that may exist in the MOR.
Part 4: Income Statement (Statement of Operations)
The Debtor’s Income Statement per this MOR presents the Debtor’s best estimate of its Statement of
Operations, on an accrual basis, for the period from October 12, 2023, through October 31, 2023. Please
refer to the notes above for information about presentation and limitations that may exist in the MOR.
Case 23-11704-BLS Doc 135-1 Filed 11/21/23 Page 2 of 5 |
| RVL PHARMACY, LLC Case No. 23-11706
Debtor
Reporting Period: October 12, 2023 through October 31, 2023
MOR-1
Part 1: Schedule of Cash Receipts and Disbursements - Unaudited
10/12/23 - 10/31/23
$ in USD - Rounded to Nearest Whole Dollar RVL PHARMACY, LLC
Schedule of Cash Receipts and Disbursements
Operating Cash Flow
Operating Receipts - $
Operating Disbursements -
Operating Cash Flow - $
DIP Proceeds - $
DIP Interest / Fees -
DIP Financing Activity - $
Restructuring/Non-Recurring
First Day Relief $ -
Professional Fees -
UST Fees -
Restructuring/Non-Recurring - $
Intercompany Transfers
Debtor Affiliates $ -
Non-Debtor Affiliates -
Intercompany Transfers - $
Net Cash Flow $ -
Available Debtor Beginning Cash Balance
Change +/- -
Available Debtor Ending Cash Balance $ -
Notes
Case 23-11704-BLS Doc 135-1 Filed 11/21/23 Page 3 of 5 |
| RVL PHARMACY, LLC Case No. 23-11706
Debtor
Reporting Period: October 12, 2023 through October 31, 2023
MOR-2
Balance Sheet - Unaudited
October 31, 2023
$ in USD - Rounded to Nearest Whole Dollar RVL PHARMACY, LLC
Current Assets:
Cash and Cash Equivalents $ -
Accounts Receivable and Other Receivables -
Inventories, Net -
Prepaid Expenses and Other Current Assets 12,216
Total Current Assets $ 12,216
Property, Plant and Equipment, Net 33,413
Intercompany -
Other Non-Current Assets 202,270
Total Non-Current Assets $ 235,682
Total Assets $ 247,898
Current Liabilities (Post-Petition)
Accounts Payable and Accrued Expenses - Trade $ -
Accounts Payable and Accrued Expenses - Intercompany -
Accrued Payroll and Benefits -
Other Current Liabilities -
Debtor in Posession Financing -
Total Liabilities Not Subject to Compromise $ -
Liabilities Subject to Compromise 805,939
Total Equity $ (558,041)
Total Liabilities + Equity $ 247,898
Notes
Case 23-11704-BLS Doc 135-1 Filed 11/21/23 Page 4 of 5 |
| RVL PHARMACY, LLC Case No. 23-11706
Debtor
Reporting Period: October 12, 2023 through October 31, 2023
MOR-3
Part 4: Statement of Operations - Unaudited
10/12/23 - 10/31/23
$ in USD - Rounded to Nearest Whole Dollar RVL PHARMACY, LLC
Gross Profit
Net Product Sales $ -
Cost of Goods Sold -
Gross Profit $ -
Expenses:
Selling, General and Administrative Expenses $ (45,672)
Research and Development Expenses -
Other Operating Expenses (8,048)
Total Operating Expenses $ (53,720)
Reorganization Items (4,256)
Interest Expense and Fees -
Profit (loss) Before Income Tax $ (57,976)
Provision for Taxes -
Profit (Loss) $ (57,976)
Notes
Case 23-11704-BLS Doc 135-1 Filed 11/21/23 Page 5 of 5 |
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RVL Pharmaceuticals (CE) (USOTC:RVLPQ)
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