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 (Case No. 23-90716), 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.
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
Case Snapshot
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, split between an Appliances business and a Housewares business. As of the petition date, the company employed over 1,800 people globally, with North America accounting for approximately 74% of total net sales in 2022. Major retail customers included Walmart, Target, and Costco.
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 cut replenishment orders. Into 2023, retailers continued 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. After the transaction, 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 with those parties did not produce an out-of-court resolution before the petition date.
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.
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. Holders of prepetition term loan claims received 85% of Litigation Trust Interests and general unsecured creditors received the remaining 15%. 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. At a January 8, 2024 hearing, the court expressed concern regarding the specificity of retained causes of action under Fifth Circuit law, which requires identification of specific avoidance claims rather than generic preservation language.
The November 2024 adversary complaint. On November 13, 2024, Litigation Trustee Alan D. Halperin filed an adversary complaint (Adv. Proc. No. 24-03232) against Cornell Capital LLC, Cornell Capital Partners LP, CC WK Co-Invest LP, Agate Informatics Corp., and two Canadian entities, together with individual defendants including Henry Cornell and former officers and directors Benoit Gadbois, Nicholas Hewitt, William Hess, and Catherine Landman. The complaint alleges that in 2021 Cornell Capital and management concealed material facts from lenders — including misstated financials, a $268 million representations-and-warranties insurance claim, and a restructuring agreement that reduced the Instant Brands purchase price — to secure a $450 million term loan.
The 2021 dividend recapitalization. On April 21, 2021, Cornell allegedly caused Instant Brands to issue a $345 million dividend funded by the $450 million loan plus roughly $100 million of company cash, distributing approximately $200 million to Cornell and co-investors, $101 million to sellers, and $4 million to management. The complaint further alleges that the January 2023 UnSub Transaction transferred substantially all tangible assets to unrestricted subsidiaries pledged to Cornell Capital Partners LP for a $55 million loan, structured to delay the filing past the two-year fraudulent-transfer look-back applicable to the 2021 dividend.
Counts and relief sought. The complaint asserts eight counts: actual and constructive fraudulent transfer as to the special dividend (Counts I and IV), the parent transfer, OpCo seller notes, and special dividend (Counts II and V), and the UnSub Transaction (Counts III and VI); illegal dividend (Count VII); and breach of fiduciary duty (Count VIII). Relief sought includes repayment of the $345 million dividend, recovery of the UnSub-transferred assets and the $55 million reimbursement, and approximately $206 million in joint-and-several director liability on the illegal-dividend count. The reorganized debtors filed a motion to enforce the Confirmation Order in June 2025, 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
Approved Professional Fees
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 on March 26, 2025. Midea pursued a further appeal to the Fifth Circuit, which affirmed in March 2026, holding the purchase orders severable from the master supply agreement and not subject to Section 365(f) assignment requirements. Separately, creditor Brittany Gonzalez filed a motion for relief from the Confirmation Order, which was withdrawn without prejudice in May 2024.
Post-Effective Date fee dispute (2026). On February 4, 2026, Jones Day — which had served as outside counsel to the Reorganized Debtors following the Effective Date — filed suit in New York state court against Centre Lane Partners, the post-emergence equity owner, alleging over $9.6 million in unpaid legal fees. On May 19, 2026, DLA Piper filed a motion to enforce the Confirmation Order on behalf of the UCC, seeking an order directing the Reorganized Debtors to pay outstanding post-Effective Date professional fees incurred in connection with Confirmation Order appeals and final fee applications. DLA Piper reported that other estate professionals — including Davis Polk, Haynes and Boone, and Guggenheim Securities — also had unpaid post-Effective Date fees. A hearing was scheduled for June 15, 2026.
Midea adversary dismissal (2026). Following the Fifth Circuit's March 2026 ruling, the reorganized debtors and Midea entities entered a stipulation in June 2026 providing for Midea to voluntarily dismiss its pending adversary proceeding before July 8, 2026, and for the product liability stay to terminate after that date.
Official Committee of Unsecured Creditors appointed
June 30, 2023
Bidding procedures motion filed
July 12, 2023
Bidding procedures order entered
July 13, 2023
Final DIP Order entered
August 17, 2023
KEIP motion filed
September 7, 2023
Bid deadline
September 18, 2023
Auction concluded; Appliances Buyer and Housewares Buyer selected
October 3, 2023
Sale Order entered
November 8, 2023
Appliances Sale closes to IB Appliances US Holdings, LLC
December 22, 2023
Combined disclosure statement and chapter 11 plan filed
January 11, 2024
Solicitation version of combined DS and plan filed
February 23, 2024
Confirmation Order entered
February 27, 2024
Effective date; case caption changed to Corelle Brands Acquisition Holdings LLC
March 6, 2024
GuangDong Midea filed notice of appeal of Confirmation Order
March 8, 2024
U.S. Trustee and debtors filed competing briefs on independent director exculpation
Frequently Asked Questions
What is Instant Brands?
Instant Brands was a Downers Grove, Illinois-based consumer home goods company whose portfolio included Instant Pot, Pyrex, Corelle, CorningWare, Snapware, Chicago Cutlery, and Visions, split between an Appliances business and a Housewares business. Cornell Capital LLC assembled the company through its 2017 acquisition of World Kitchen and a 2019 acquisition of the Instant Pot brand. The company filed chapter 11 bankruptcy on June 12, 2023, sold its Instant Pot appliances business in November 2023, and emerged as Corelle Brands in February 2024.
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 in the Southern District of Texas case (No. 23-90716). Epiq administered noticing for the combined disclosure statement and plan solicitation and maintains the official claims register for the proceedings.
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%.
What are the latest Instant Brands and Corelle Brands news and updates for 2026?
The case remained active through mid-2026. The Fifth Circuit affirmed the purchase-order severability ruling against Midea in March 2026, and Midea subsequently agreed to dismiss its adversary proceeding before July 8, 2026. Q1 2026 post-confirmation reports indicated the reorganized debtor anticipated filing a Final Decree application by June 30, 2026. In May 2026, the UCC filed a motion to enforce the Confirmation Order after Centre Lane Partners — the post-emergence equity owner of Corelle Brands — allegedly failed to pay post-Effective Date professional fees; Jones Day had sued Centre Lane in New York state court in February 2026 seeking over $9.6 million in unpaid fees, with Davis Polk, Haynes and Boone, and Guggenheim Securities also reported as unpaid.
emerged as Corelle Brands Acquisition Holdings LLC https://corporate.corellebrands.com/wp-content/uploads/2024/04/Corelle-Brands-Acquistion-Holdings-LLC-Form-8937-Repot-of-Organizational-Actions-Affecting-Basis-of-Securities.pdf
$345 million dividend https://www.mckoolsmith.com/assets/htmldocuments/2024%2011%2017%20How%20Instant%20Brands%20Went%20From%20Victim%20to%20Accused%20According%20to%20Bankruptcy%20Trustee.pdf
regardless of when they are appointed https://www.paulweiss.com/media/b2in101x/independent_directors_properly_exculpated_as_debtors_disinterested_fiduciaries_under_chapter_11_plan_southern_district_of_texas_bankruptcy_court_rules.pdf
independent directors qualify as exculpated parties https://bankruptcyroundtable.law.harvard.edu/2025/06/10/independent-directors-properly-exculpated-as-debtors-disinterested-fiduciaries-under-chapter-11-plan-southern-district-of-texas-bankruptcy-court-rules/
affirmed the bankruptcy court's ruling https://www.govinfo.gov/content/pkg/USCOURTS-txsd-4_24-cv-00847/pdf/USCOURTS-txsd-4_24-cv-00847-0.pdf
affirmed in March 2026 https://www.law360.com/articles/2455454/5th-circ-backs-instant-brands-chapter-11-plan-contract-ruling
Fifth Circuit's March 2026 ruling https://law.justia.com/cases/federal/appellate-courts/ca5/25-20119/25-20119-2026-03-18.html
This article was researched and written with AI assistance, using court filings, public records, and news sources. AI-generated content can contain errors. Verify all information against primary sources before relying on it. This is not legal or financial advice. See the disclaimer.