Instant Brands: Instant Pot Sale and Corelle Emergence

Instant Brands Acquisition Holdings Inc. and its debtor affiliates filed chapter 11 petitions on June 12, 2023, in the U.S. Bankruptcy Court for the Southern District of Texas, carrying approximately $512.3 million in funded debt. The filing followed a decline in liquidity driven by post-pandemic retailer destocking, supply chain cost absorption, and interest rate pressure on a capital structure assembled through Cornell Capital LLC's 2017 and 2019 acquisitions of World Kitchen and the Instant Pot brand.

The sale process split into two transactions: the Appliances business (including Instant Pot) sold and closed in November 2023, while the Housewares sale failed to close after the buyer could not obtain required regulatory approvals within the contractual outside date. Prepetition term loan lenders converted their ~$390.9 million in claims to 100% of the new equity in the reorganized entity, which emerged as Corelle Brands Acquisition Holdings LLC on February 27, 2024. General unsecured creditors received only Litigation Trust Interests targeting causes of action against former controlling shareholders. A post-confirmation dispute over independent director exculpation produced a March 2025 opinion by Judge Isgur addressing Fifth Circuit law.

Debtor(s)	Corelle Brands Acquisition Holdings LLC f/k/a Instant Brands Acquisition Holdings Inc. (and debtor affiliates)
Court	U.S. Bankruptcy Court, Southern District of Texas (Houston Division)
Case Number	23-90716
Petition Date	June 12, 2023
Confirmation Date	February 23, 2024
Effective Date	February 27, 2024
Judge	Hon. Marvin Isgur
Claims Agent	Epiq Corporate Restructuring, LLC
DIP Facility	ABL DIP up to $125M (Bank of America, N.A.) + TL DIP upsized to $162.5M; total committed ~$287.5M

Cornell Capital Rollup, Pandemic Reversal, and Liquidity Decline

Instant Brands was a Downers Grove, Illinois-headquartered consumer home brands company whose portfolio included Instant Pot, Pyrex, Corelle, CorningWare, Snapware, Chicago Cutlery, and Visions. The product lines fell into two categories: Appliances (multicookers, air fryers, and other kitchen appliances) and Housewares (dinnerware, bakeware, cookware, cutlery, and storage containers). As of the petition date, the company employed over 1,800 people globally and served more than 30 million consumers worldwide, with North America accounting for approximately 74% of total net sales in 2022. Major retail customers included Walmart, Target, and Costco, with eCommerce sales through Amazon and Alibaba.

Cornell Capital LLC acquired World Kitchen in April 2017 and held controlling equity through the petition date. In March 2019, Corelle Brands (formerly World Kitchen) acquired the maker of the Instant Pot, forming the combined entity. The 2022 financials showed $138.8 million in gross profit and $57.2 million in EBITDA on $9.2 million in operating cash flows. By the first quarter of 2023, gross profit had fallen to $21.7 million and EBITDA to $5.9 million.

Pandemic demand reversal and supply chain costs. Beginning in 2020, pandemic-driven at-home cooking demand boosted appliance sales, but that same demand stretched supply chains and created inflationary cost pressures. When lockdowns eased, consumer preferences shifted back toward dining out, leaving the company over-inventoried at retailers. In the second half of 2021, Asian port closures and U.S. labor shortages extended shipping lead times by months and caused freight rates to increase tenfold. The company absorbed those elevated costs, compressing margins.

Retailer destocking and macro pressure. By early 2022, major retail customers including Walmart, Target, and Costco found themselves overstocked on appliances and sharply cut replenishment orders. Into 2023, retailers continued aggressively de-risking inventory and shifting from direct-import distribution toward domestic-warehouse models, further disrupting revenue. Russia's invasion of Ukraine elevated energy prices and dampened growth in EMEA, while rising interest rates increased the company's debt service burden and tightened supplier credit terms. Recessionary sentiment further weakened consumer spending on discretionary home goods.

Failed pre-filing alternatives. The company attempted multiple rounds of price increases and cost cuts, including consolidating business units, reducing headcount, and closing offices. In January 2023, it executed the "UnSub Financing Transaction," contributing manufacturing assets to new subsidiaries and leasing them back to raise liquidity. The transaction was perceived negatively by the market: term loan trading prices fell approximately 16.4% and Moody's downgraded the prepetition term loan from B3 to Caa2. By the second quarter of 2023, liquidity reached new seasonal lows despite engagement with an ad hoc group of term loan lenders and Cornell Capital. Negotiations did not progress before liquidity challenges became insurmountable.

Prepetition Debt and DIP Facilities

As of the petition date, the company carried approximately $512.3 million in funded debt across two main prepetition facilities.

Prepetition term loan. Approximately $390.9 million outstanding at Eurocurrency Rate + 5.00% (or Base Rate + 4.00%), maturing April 12, 2028. Wilmington Trust, National Association (successor to Jefferies Finance LLC) served as administrative and collateral agent.

Prepetition ABL facility. Initial aggregate commitment of $250 million with approximately $121.4 million outstanding. Bank of America, N.A. served as agent. Maturities varied by tranche: Tranche A matured June 30, 2026, Tranche B-1 matured November 13, 2023, and Tranche B-2 matured August 13, 2023 or the ABL backstop LC date.

Other obligations. The company maintained platinum leases from Bank of Montreal and rhodium leases from SCMI US Inc. for manufacturing Vitrelle glass used in Corelle products. Series A preferred stock carried an aggregate liquidation preference of approximately $232 million.

DIP financing. The debtors obtained two complementary post-petition facilities. The ABL DIP provided a senior secured superpriority revolving credit facility of up to $125 million, with Bank of America as agent. The ABL DIP was paid in full following the Appliances Sale closing in November 2023. The TL DIP provided a senior secured superpriority multi-draw term loan facility, amended and upsized on multiple occasions to an aggregate commitment of $162.5 million by emergence. Total committed DIP capacity reached approximately $287.5 million. Adequate protection was provided to the prepetition secured parties pursuant to the interim and final DIP orders, covering both the prepetition ABL lenders and prepetition term loan lenders. Guggenheim Securities earned financing fees of $1,325,000 related to the Final DIP Order, $300,000 related to a subsequent DIP upsizing, and $1,350,000 for the exit financing authorized pursuant to the Confirmation Order.

Exit financing. The plan provided committed secured exit financing sufficient to refinance the TL DIP, fund emergence costs, and provide working capital. A separate Litigation Trust Financing Facility of up to $6 million was established in three tranches ($1.5 million, $2.0 million, $2.5 million) at SOFR + 15.00%, with the Ad Hoc Group of Crossover Lenders backstopping unfunded tranches.

Dual-Track Sale Process

The debtors pursued a dual-track marketing process alongside the chapter 11 plan, filing a bidding procedures motion on June 30, 2023. The court approved bidding procedures on July 12, 2023, setting a September 7 bid deadline. An auction was conducted and concluded on September 18, 2023.

At the bid deadline, a common affiliate of two buyers submitted a qualified bid for substantially all assets. Following the auction, the bid was split into two separate transactions: an Appliances Sale and a Housewares Sale. The court held the sale hearing on October 3, 2023, and entered the Sale Order that same day.

Appliances Sale. The Appliances Assets were sold to IB Appliances US Holdings, LLC and IB Appliances Canada Holdings, Inc. as co-buyers. The transaction closed on November 8, 2023. Guggenheim Securities earned a $4 million sale transaction fee related to the Appliances Sale closing.

Failed Housewares Sale. The Housewares APA was executed alongside the Appliances APA, but the debtors were unable to obtain the requisite regulatory approvals within the contractual outside date. The debtors terminated the Housewares APA. The housewares business — including Corelle, Pyrex, CorningWare, Snapware, Chicago Cutlery, and Visions — remained with the reorganized debtors and became the core of the post-emergence entity. Because the Housewares Sale did not close, the reorganized debtors emerged continuing to operate the housewares portfolio. Holders of prepetition term loan claims received 100% of the new equity interests in the reorganized debtors, representing the primary going-forward recovery vehicle.

Plan of Reorganization and Creditor Treatment

The combined disclosure statement and chapter 11 plan was filed on December 22, 2023, solicited in final form as of January 11, 2024, and confirmed on February 23, 2024 before Judge Marvin Isgur. The plan became effective on February 27, 2024.

Class 1 — Other Secured Claims. Unimpaired. Payment in full or treatment leaving legal, equitable, and contractual rights unaltered.

Class 2 — Other Priority Claims. Unimpaired. Treated in full satisfaction of allowed priority claims.

Class 3 — Prepetition Term Loan Claims. Impaired. The Ad Hoc Group of Crossover Lenders, holding over 95% of Class 3 claims, voted in favor. On the effective date, all instruments evidencing the prepetition term loan were cancelled and holders received 100% of the New Equity Interests in the reorganized debtors, subject to dilution by a Management Incentive Plan. Holders also received their pro rata share of 85% of Litigation Trust Interests.

Class 4 — General Unsecured Claims. Impaired. Approximately 87.5% of voting holders by number accepted the plan, though approximately 93.0% by dollar amount rejected, indicating a small number of large creditors voted against. Holders received their pro rata share of 15% of Litigation Trust Interests. The Litigation Trust was established to investigate and pursue causes of action, including those against former controlling shareholders and their affiliates, with recoveries flowing to beneficiaries. No cash or equity distribution.

Class 5 — Section 510(b) Claims. No claims existed in this class; the class was eliminated.

Class 6 — Intercompany Claims. Unimpaired or deemed to reject, depending on applicable debtor entity. No distribution.

Class 7 — Intercompany Interests. Unimpaired or deemed to reject. No distribution.

Class 8 — Existing Interests. Impaired. All existing interests were cancelled, released, and extinguished. Holders received no distribution and retained no interest in property. The class was conclusively deemed to have rejected the plan; no vote was solicited.

Releases and exculpation. The plan included consensual third-party releases supported by the debtors, the Official Committee of Unsecured Creditors, and the Ad Hoc Group of Crossover Lenders, described as a good-faith compromise and settlement of claims. Exculpation covered "Exculpated Parties" who played a meaningful role in the chapter 11 cases, though independent director exculpation was separately contested at confirmation.

New governance. The reorganized debtors emerged as Corelle Brands Acquisition Holdings LLC and affiliates on February 27, 2024, owned by former prepetition term loan lenders.

Litigation Trust and Cornell Capital Claims

The plan established a Litigation Trust to investigate and pursue causes of action against former controlling shareholders, including Cornell Capital LLC and affiliates, in connection with pre-filing transactions and the January 2023 UnSub Financing Transaction. General unsecured creditors received 15% of Litigation Trust Interests, with prepetition term loan holders receiving 85%.

At a January 8, 2024 hearing, the court expressed concern regarding the specificity of retained causes of action under Fifth Circuit law requiring identification of specific avoidance claims rather than generic preservation language. The Litigation Trust Financing Facility provided up to $6 million to fund investigations and litigation, with interest payable in kind at SOFR + 15.00%. Participation was offered pro rata to all prepetition term loan lenders, with members of the Ad Hoc Group of Crossover Lenders backstopping unfunded tranches.

In November 2024, the Litigation Trust trustee filed suit against former sponsor Cornell Capital, alleging fraudulent transfers and breaches of fiduciary duty related to a 2021 dividend recapitalization. In June 2025, the reorganized debtors filed a motion to enforce the Confirmation Order, reflecting ongoing post-emergence enforcement activity.

Independent Director Exculpation

A contested issue at confirmation was whether the debtors' prepetition independent directors qualified for exculpation under the plan. At the February 22, 2024 confirmation hearing, the U.S. Trustee argued that under the Fifth Circuit's decision in NexPoint Advisors, L.P. v. Highland Capital Management, L.P., 48 F.4th 419 (5th Cir. 2022), exculpation is available only to debtors, creditors' committee members, and bankruptcy trustees — not to independent directors appointed prepetition by a private equity sponsor.

The debtors countered that Highland Capital supports exculpation of disinterested fiduciaries who take on bankruptcy duties regardless of appointment timing, arguing that the Fifth Circuit in Highland Capital itself approved an exculpation provision virtually identical to the one at issue.

Judge Isgur ordered supplemental briefing and entered the Confirmation Order with a provision stating the independent directors "shall not be deemed 'Exculpated Parties' pending further order," while preserving retroactive effect if exculpation was subsequently authorized. The parties agreed to a briefing schedule through a joint stipulation.

On March 3, 2025, Judge Isgur issued his opinion rejecting the U.S. Trustee's narrow interpretation. He concluded that a "fair reading" of Highland Capital confirms that the Bankruptcy Code provides debtors-in-possession with all the authority of a bankruptcy trustee, and that disinterested fiduciaries such as independent directors are afforded identical protections regardless of when they are appointed. The opinion addressed whether independent directors qualify as exculpated parties under Fifth Circuit law.

Professional Fees and Post-Confirmation Appeals

Total approved professional fees exceeded $47 million for the period June 12, 2023 through February 27, 2024.

Davis Polk & Wardwell LLP (debtor counsel)	$24,150,865
AlixPartners, LLP (restructuring advisor / CRO)	$9,156,196
Guggenheim Securities, LLC (investment banker)	$8,358,205
DLA Piper LLP (US) (UCC counsel)	$3,282,942
Haynes and Boone, LLP (debtor co-counsel)	$1,267,378
Berkeley Research Group, LLC (UCC financial advisor)	$1,208,783

Key professionals. Davis Polk & Wardwell LLP served as debtor counsel, with AlixPartners providing restructuring advisory services through CRO Adam Hollerbach. Haynes and Boone served as local co-counsel. DLA Piper LLP represented the Official Committee of Unsecured Creditors, with Berkeley Research Group as the committee's financial advisor. All final fee applications were filed on April 12, 2024, and final fee orders were entered on May 7, 2024.

Guggenheim fee breakdown. Guggenheim Securities served as the debtors' investment banker. The firm's $8.36 million total included eight monthly advisory fees of $150,000 each ($1.2 million total), financing fees of $2,975,000 (comprising $1,325,000 for the Final DIP Order, $300,000 for the DIP upsizing, and $1,350,000 for the exit financing), and a $4 million sale transaction fee related to the Appliances Sale closing on November 8, 2023.

Key Employee Incentive Plan. The debtors sought approval of a KEIP for four senior executives: CEO Ben Gadbois, COO Bill Hess, CFO Nick Hewitt, and CLO/CHRO Cathy Landman. Maximum aggregate payout was $4,050,000 ($2.1 million for the CEO and $650,000 each for the COO, CFO, and CLO/CHRO). The plan was dual-track, with awards tied to either operating metrics (Total Net Sales and Adjusted EBITDA for Q3/Q4 2023) or an Asset Sale Metric triggered by a qualifying sale of at least 75% of total asset value on or before December 31, 2023.

Post-confirmation matters. GuangDong Midea Consumer Electric Manufacturing Co. filed a notice of appeal of the Confirmation Order on March 6, 2024, elected to appeal to the U.S. District Court, and the record was transmitted on April 15, 2024. Separate contested matters between the reorganized debtors and Midea entities regarding assumption and assignment of contracts and purchase order indemnity were litigated at multiple hearings. The court held a hearing on February 15, 2024, addressing whether purchase orders were separable from a master supply agreement; Judge Isgur ruled that completed purchase orders are separable and that assumption of the supply agreement did not include indemnity obligations from completed purchase orders. The district court subsequently affirmed the bankruptcy court's ruling on the divisibility of purchase orders. Separately, creditor Brittany Gonzalez filed a motion for relief from the Confirmation Order, which was withdrawn without prejudice in May 2024.

Key Timeline

Frequently Asked Questions

What happened to the Instant Pot brand?

The Instant Pot brand and other appliance assets were sold to IB Appliances US Holdings, LLC through the chapter 11 sale process. The Sale Order was entered on October 3, 2023, and the transaction closed on November 8, 2023.

What happened to the Pyrex and Corelle brands?

The housewares portfolio — including Pyrex, Corelle, CorningWare, Snapware, Chicago Cutlery, and Visions — remained with the reorganized debtors after the planned housewares sale failed to close. The reorganized entity emerged as Corelle Brands Acquisition Holdings LLC, owned by former prepetition term loan lenders.

Who is the claims agent for Instant Brands?

Epiq Corporate Restructuring, LLC serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest.

What did unsecured creditors receive?

General unsecured creditors (Class 4) received their pro rata share of 15% of Litigation Trust Interests. The Litigation Trust was established to pursue causes of action against former controlling shareholders and related parties. No cash or equity was distributed to Class 4.

What is the status of the Litigation Trust lawsuit against Cornell Capital?

In November 2024, the Litigation Trust trustee filed suit against former sponsor Cornell Capital LLC, alleging fraudulent transfers and breaches of fiduciary duty related to a 2021 dividend recapitalization. The trust was funded by a facility of up to $6 million at SOFR + 15.00%.

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