The Debtors, Everstream Solutions LLC, et al., filed this Amended Joint Chapter 11 Plan on October 14, 2025, predicated on the WholeCo Sale Transaction and subsequent Wind Down of the Debtors' Estates via a Plan Administrator and Wind Down Co.
Implementation and Governance
The Plan is a joint plan for administrative purposes only and does not effect substantive consolidation. Implementation is funded by Cash on hand, Sale Proceeds, and liquidation proceeds. The Plan Administrator (identified in the Plan Supplement, subject to Requisite Prepetition Lenders' consent) manages the Wind Down Co, which vests with all remaining Estate assets free and clear of Claims/Interests, and is responsible for making Plan Distributions according to the Wind Down Budget.
Conditions to Effectiveness must be satisfied or waived by the Debtors and the Requisite Prepetition Lenders (holding at least 75.0% of outstanding DIP, OpCo, and HoldCo Loans). Key conditions include entry of the Confirmation Order and Final WholeCo Sale Order, consummation of the WholeCo Sale Transaction, full funding of the Wind Down Fund and Fee Escrow Account, and payment or escrow funding of all Restructuring Expenses.
Administrative Claims, DIP Claims, and Priority Tax Claims are Unclassified. Allowed DIP Claims (for aggregate DIP Obligations) are deemed Allowed and must be paid in full in Cash on the Effective Date. Allowed Administrative Expense Claims are paid in Cash shortly after allowance. Professional Fee Claims are paid in Cash upon allowance from the Fee Escrow Account (funded with good faith estimates).
Classification and Treatment of Impaired Claims
| Class | Claim Description | Status | Treatment | Key Recovery/Amount |
|---|---|---|---|---|
| 3 | OpCo Lender Secured Claims | Impaired, Voting | Receives Pro Rata share of Sale Proceeds Distributable Consideration (net of settlement amount), Wind Down Co Interim Distributions, and Wind Down Reversion Amount. | Deemed Allowed at $671,538,905 (principal) + interest/fees. |
| 4 | OpCo General Unsecured Claims | Impaired, Voting | Receives Pro Rata share of the Creditors' Committee Settlement Amount (sole source of recovery). | OpCo Lender Deficiency Claims are excluded from recovery. |
| 5 | HoldCo Lender Secured Claims | Impaired, Voting | Receives Pro Rata share of remaining Cash in the Credit Card Program Bank Account. | Deemed Allowed at $262,678,270 (principal) + interest/fees. |
| 6 | HoldCo General Unsecured Claims | Impaired, Deemed Reject | Cancelled, extinguished, no distribution. | |
| 8 | Subordinated Claims | Impaired, Deemed Reject | Cancelled, extinguished, no distribution. | |
| 9 | HoldCo Equity Interests | Impaired, Deemed Reject | Cancelled, extinguished, no distribution. |
Creditors' Committee Settlement
The Plan incorporates a Rule 9019 compromise: OpCo Lenders contribute the Creditors' Committee Settlement Amount to Class 4. OpCo/HoldCo Lenders waive recovery from this amount for their Deficiency Claims. Committee Advisors' Fee Claims are capped at $3.4 million. The Creditors' Committee and its members agree to support the Plan, including the releases, and members must not opt out of the releases. Avoidance Actions against General Unsecured Claims holders will not be pursued if they do not vote to reject the Plan and do not opt out of the releases.
Executory Contracts and Leases
All executory contracts and unexpired leases are deemed rejected on the Effective Date unless previously assumed/rejected, or specifically scheduled for assumption in the Plan Supplement. The Rejection Outside Date is September 1, 2026. Cure Amounts must be paid in Cash upon assumption. Rejection Damages Claims must be filed within the later of 30 days after the Effective Date or the effective date of rejection, and are treated as General Unsecured Claims (Class 4).
Releases and Exculpation
Debtor Release (10.6(a)): The Debtors, Wind Down Co, Plan Administrator, and Estates release the Released Parties (including Prepetition Lenders, DIP Lenders, Agents, Sponsor, Successful Bidder, and Creditors' Committee/members) from all Causes of Action arising on or before the Effective Date related to the Debtors, the Chapter 11 Cases, the Plan, or the Sale Process.
Third-Party Release (10.6(b)): Holders of Claims/Interests (Releasing Parties) also release the Released Parties from the same scope of claims. Holders of OpCo General Unsecured Claims who vote to reject the Plan or opt out of the releases are not bound by the third-party release, but the Creditors' Committee members must agree not to opt out.
Exculpation (10.7): Granted to Exculpated Parties (including Debtors, directors/officers, Professional Persons, Creditors' Committee/members, and the Claims Ombudsman) for acts/omissions from the Petition Date to the Effective Date related to the administration of the cases, the Plan, and the Sale Process.
Exceptions: Releases and Exculpation do not cover post-Effective Date obligations, post-Effective Date conduct, or claims arising from actual fraud, willful misconduct, or gross negligence determined by a Final Order.
Retained Causes of Action: Causes of Action not released or transferred to the Successful Bidder vest in Wind Down Co and are retained by the Plan Administrator for enforcement.