The Inotiv Prepack: Deleveraging a Contract Research Platform Through a Consensual Plan

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The Inotiv Prepack | Stretto Intelligence Special Report
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Special Report

The Inotiv Prepack: Deleveraging a Contract Research Platform Through a Consensual Plan

A consensual, supermajority-supported balance-sheet restructuring proposes to eliminate roughly $325 million of funded debt, convert debtor-in-possession loans straight into exit financing, and hand most of the reorganized equity to first-lien lenders while leaving trade creditors whole.

Prepared by Research Suite by Stretto June 2026 In re Inotiv, Inc., No. 26-90601 (CML), Bankr. S.D. Tex.
Section I

A Prepackaged Case Engineered for Speed and Consent

Inotiv, Inc. and eighteen affiliated debtors filed voluntary petitions on June 3, 2026, in the United States Bankruptcy Court for the Southern District of Texas. The filing is not a search for a buyer or a runway to fix operations. It is the execution step of a deal that was already negotiated and documented before the petition. A Restructuring Support Agreement signed the day before filing carries the consent of more than 99% of first-lien claims, more than 85% of the PIK Notes, and more than 80% of the unsecured convertible notes.

That level of prepetition agreement is what makes the rest of the plan possible. The debtors propose to confirm the plan at a combined hearing on July 14, roughly six weeks after the June 3 petition, with an effective date no later than July 23. The headline metrics frame the problem the deal is built to solve and the shape of the solution.

Funded Debt at Filing
$488.7M
Five tranches, weighted rate above 11.6%
Enterprise Value (Midpoint)
$247M
Range of $222M to $273M (Perella Weinberg)
Funded Debt Eliminated
~$325.4M
Through equitization under the proposed plan
Petition to Combined Hearing
41 Days
Effective date no later than July 23, 2026

Inotiv is an Indiana-based contract research organization operating in two segments. Its Discovery and Safety Assessment segment provides nonclinical drug discovery and development services, including pharmacokinetic and pharmacodynamic analysis, toxicology, safety pharmacology, and bioanalytical testing. Its Research Models and Services segment supplies purpose-bred laboratory animals, including rodents and non-human primates, for biomedical research. The company runs 24 owned or leased facilities across 22 locations in four countries, with roughly 86% of facilities in the United States, and employs approximately 1,756 people. For the six months ended March 31, 2026, it reported total revenue of approximately $238.5 million against total assets of approximately $702.4 million. The shares trade on Nasdaq under the ticker NOTV, and the disclosure statement contemplates that the reorganized parent would emerge as a private company.

Section II

Fourteen Acquisitions, One Balance Sheet

The distress traces directly to a growth strategy. Between July 2018 and July 2022, the company completed fourteen acquisitions in roughly 48 months. The largest was the November 2021 purchase of Envigo RMS Holding Corp., which built out the Research Models and Services segment and was funded in part through the secured credit agreement entered into the same day. The acquisitions delivered scale. They also delivered leverage that the business could not carry once revenue softened.

By the petition date the company held approximately $488.7 million of funded debt at a weighted average effective rate above 11.6%. Interest expense alone reached approximately $27.5 million for the six months ended March 31, 2026. That cost ran against a declining top line, with Research Models and Services revenue down approximately $12.6 million, or 8.0%, year over year, and an operating loss of approximately $35.6 million for the same six-month period. A balance sheet assembled for expansion was now servicing debt the operations could no longer support.

The Core Mismatch

First-lien claims alone total $274.9 million. The independent valuation places total enterprise value at $222 million to $273 million. The senior secured debt sits at or above the entire value of the business, which means the value break falls inside the first-lien class and every junior layer is out of the money on a strict priority basis. That fact shapes the architecture of the plan.

Section III

Four Industry Headwinds Converging at Once

Leverage made the company fragile. A set of concurrent industry pressures, each documented in the supporting declaration, is what turned fragility into a filing. They compound rather than substitute for one another.

Headwind Mechanism Effect on the Business
NIH Budget Cuts Proposed 40% reduction for fiscal year 2026 against a roughly $47.2 billion annual budget Reduces federal funding available for the preclinical research that drives demand
FDA Modernization Act 2.0 December 2022 law removing the mandatory animal-testing requirement for drug approval Erodes long-term demand for a core service line
Non-Human Primate Supply China's 2020 halt on cynomolgus monkey exports; import tariffs of 10% to 20% Raises costs and constrains supply in the Research Models segment
DOJ Settlement Compliance June 2024 resolution and plea agreement: $22.0 million fine, $7.0 million in mandated improvements, monitorship Adds cash obligations, compliance cost, and reputational drag through at least January 2028

These pressures compounded an already leveraged balance sheet. The two first-lien tranches matured within months of the petition, on October 15 and November 5, 2026, and the company could not refinance that wall of maturities as it came due.

Section IV

The Capital Structure and the Liquidity Wall

The funded debt resolves into five tranches of descending priority. The structure matters because it determines who controls the case and where recoveries stop.

Instrument Priority Rate Maturity Amount
Bridge Facility DDTL First lien PIK 6.25% plus Term SOFR plus 1.50% Oct. 15, 2026 $40.5M
First Lien Claims First lien PIK 0.25% plus Term SOFR plus 6.50% Nov. 5, 2026 $274.9M
PIK Notes Second lien 15.00% fixed Feb. 4, 2027 $28.3M
DOJ Settlement Third lien 4.18% June 3, 2028 $13.3M
Unsecured Convertible Notes Unsecured 3.250% Oct. 15, 2027 $131.7M
Total Funded Debt $488.7M

The maturity wall is the trigger, but the liquidity position is what forced the calendar. On the petition date the debtors held approximately $2.7 million in unrestricted cash against weekly operating disbursements of approximately $8.0 million. A business spending eight dollars for every three it holds cannot wait. That gap is the reason the first day of the case includes an emergency request for debtor-in-possession financing, and the reason the interim order is sought within three days of filing.

Unrestricted Cash at Filing
~$2.7M
Weekly Operating Disbursements
~$8.0M
Near-Term First-Lien Maturities
$315.4M
Bridge and first lien maturing Oct. and Nov. 2026
Section V

Valuation and Where the Value Breaks

Perella Weinberg Partners valued the debtors using a discounted cash flow analysis, a comparable public companies analysis, and a precedent transactions analysis. The work produces an enterprise value range of $222 million to $273 million, with a midpoint of $247 million, and an implied equity value range of $77 million to $128 million, with a midpoint of $102 million, on an assumed effective date of July 17, 2026.

The valuation does two jobs in this case. It locates the value break inside the first-lien class, because $274.9 million of first-lien claims exceeds the top of the enterprise value range. And it sets the predicate for the plan's treatment of junior creditors, who receive value only because senior creditors agree to share it. With first-lien claims sitting above total enterprise value, the proposed equity allocation puts the overwhelming majority of the reorganized company in first-lien hands.

93% First Lien
Proposed New Equity Allocation
93% First Lien / 7% Notes Recovery
>99% Consent
First-Lien RSA Support
Holders of >99% of first-lien claims
~54% Recovery
Estimated First-Lien Recovery
Approximately 54.4% under the plan

The reorganized company would carry $150 million of exit debt against a midpoint enterprise value of $247 million, a leverage ratio of roughly 0.6 times. That is a structural reset from the pre-filing position, where funded debt sat at roughly 2.0 times enterprise value.

Before
Capital Structure at Filing
Funded Debt
$488.7M
Weighted Average Rate
Above 11.6%
Leverage vs. Enterprise Value
~2.0x
Ownership
Public (Nasdaq: NOTV)
After
Proposed Reorganized Structure
Exit Term Loan Facility
$150M
Funded Debt Eliminated
~$325.4M
Leverage vs. Enterprise Value
~0.6x
Ownership
Private; equity to first-lien lenders
Section VI

DIP Financing That Becomes the Exit

The debtor-in-possession facility is a superpriority, priming term loan totaling $65,515,451. It splits into $25 million of new money, of which up to $16 million is available on the interim order, and a $40,515,451 cashless roll-up of the existing Bridge Facility delayed-draw loans. The agent is Acquiom Agency Services LLC.

Total DIP Commitments
$65.5M
$25M new money plus $40.5M roll-up
Interest Rate
SOFR + 11.5%
2.5% floor, paid in kind
Stated Maturity
60 Days
Extendable 30 days with required-lender consent

The defining feature is the conversion mechanism. All DIP claims convert dollar for dollar into the $150 million Exit Term Loan Facility on the effective date. The DIP lenders are therefore repaid not in cash but by stepping into the reorganized company's senior debt, which removes the refinancing risk that often shadows an exit. The portion of the $150 million facility not consumed by the converted DIP claims, the remaining exit term loans, flows to first-lien claimholders as part of their recovery. That is why first-lien holders receive both 93% of the new equity and a slice of the exit debt, and why they have every incentive to support the plan.

Establishing the Arm's-Length Character

Because the facility comes from existing lenders and includes a roll-up, the debtors built a record showing it was the best financing available. The marketing process is the evidence that the "unable to obtain credit" requirement of Section 364 is satisfied.

Prepetition Financing Marketing Funnel
Parties contacted
87
NDAs executed
64
Proposals submitted
5
all insufficient
Acceptable third-party DIP offers
0 of 11 solicited

Eleven third-party DIP lenders were solicited specifically, and none was willing to lend on terms the debtors found acceptable. The roll-up of the $40.5 million Bridge Facility is justified on the standard ground that the prepetition secured parties would not consent to the use of their cash collateral without it. The motion frames authorization under the business judgment standard, citing the familiar line of DIP-financing authority, and notes that there is no duty to canvass every possible lender.

Section VII

Plan Treatment: Who Gets What

The plan equitizes the funded debt and reinstates the obligations the business needs to keep operating. The proposed recoveries follow the value break. First-lien holders receive nearly all of the new equity, junior funded creditors receive a small negotiated allocation, and existing equity is cancelled.

Class Claim Amount Proposed Treatment Est. Recovery
Class 3 — First Lien $274.9M 93% of new equity plus remaining exit term loans ~54.4%
Class 4 — DOJ Claims $13.3M Reinstated, unimpaired 100%
Class 5 — PIK Notes $28.3M 21% of the Notes Recovery (equity plus warrants) ~3.5%
Class 6 — Convertible Notes $131.7M 79% of the Notes Recovery (equity plus warrants) ~3.5%
Class 7 — General Unsecured Various Reinstated, unimpaired 100%
Classes 10–11 — 510(b) & Equity Cancelled; deemed to reject 0%

The "Notes Recovery" is defined as 7% of the new equity interests on a fully diluted basis, subject to dilution, plus the new warrants. The new warrants are exercisable into equity representing 11% of the equity issued on the effective date over a four-year window. A management incentive plan reserves up to 10% of fully diluted equity, to be set by the new board after emergence.

The Consensual Gift

On a strict priority basis, the PIK Notes and the convertible notes are out of the money. First-lien claims exhaust the value of the business before the junior layers see a dollar. The 7% equity allocation and the warrants are a negotiated allocation from senior creditors, the price of securing junior consent and avoiding a contested confirmation. It is the mechanism that turns an out-of-the-money creditor into a supporting one, and it is what allowed the debtors to file with more than 80% support across every consenting class.

Section VIII

The Operational Machinery Behind the Prepack

A prepackaged plan only works if the business survives the case intact. Two first-day motions do most of that work, and they connect directly to the plan's treatment of general unsecured creditors.

The trade claims motion seeks authority to pay approximately $20.2 million of prepetition trade claims, spanning model procurement and care vendors, medical supplies, lienholders, professional services, and other trade creditors. It also addresses customer prepayment programs, roughly $23 million of advance billing arrangements in the Discovery segment and roughly $18 million of client deposits in the Research Models segment, which the debtors argue they must continue honoring to protect an approximately $151.8 million services backlog. The employee wages motion seeks roughly $4.45 million for a workforce of approximately 1,756 employees whose scientific expertise is the asset that produces the company's value.

Paying these creditors in full at the outset is what renders Class 7 unimpaired. An unimpaired class is deemed to accept and does not vote, which removes general unsecured creditors as a source of confirmation risk and keeps the case clean. The operational logic and the confirmation logic point in the same direction.

Supporting First-Day Motion Relief Sought Purpose
Trade Claims ~$20.2M plus customer program continuation Protect supply chain and services backlog; keep Class 7 unimpaired
Wages & Benefits ~$4.45M in prepetition obligations Retain the scientific workforce through emergence
Cash Management Maintain eight-account system; ~$104M monthly flow Continuity of treasury operations and intercompany transfers
Taxes Up to ~$435K across 30-plus states Avoid trust-fund and priority exposure
Insurance ~38 policies; ~$4.8M annual premiums Maintain coverage required to avoid cause for conversion
Utilities ~559 accounts; ~$583K proposed deposit Adequate assurance to prevent service interruption
Section IX

Protecting Value: Tax Attributes, the CEO Stay, and the Special Committee

Three filings address risks that could erode value or complicate the releases, and they reward attention because they reveal where the deal could still be contested.

Preserving $303.3 Million of Tax Attributes

The equity transfer restrictions motion seeks to protect approximately $303.3 million in tax attributes, comprising roughly $48.8 million of federal net operating losses, roughly $125.1 million of Section 163(j) interest carryforwards, and roughly $129.4 million of state net operating loss carryovers. The mechanism designates any holder of 4.5% or more of common shares a substantial shareholder subject to notice requirements, and renders void any transfer that would trigger an ownership change under Section 382. Equity is being cancelled under the plan, but the attributes survive to benefit the reorganized entity, and an ownership change before emergence could sharply limit their usable value.

Extending the Stay to the CEO

The debtors seek to extend the automatic stay to the President and CEO, the individual defendant in a fraud complaint filed in Florida state court on May 11, 2026, weeks before the petition. The claims arise from communications about a September 2024 financing transaction involving convertible debt securities. The argument is that the company's indemnification obligation makes any judgment against the CEO effectively a judgment against the estate, which supports extending the stay to the non-debtor defendant.

A Thread Worth Watching

The September 2024 financing transaction at the center of the fraud complaint is the same transaction that produced the PIK Notes. A special committee of the board, formed on May 14, 2026, is investigating potential estate claims, and the debtor releases under the plan are expressly subject to that committee's determinations.

That reservation is deliberate. It lets the restructuring proceed on broad releases and an expedited calendar while preserving the estate's ability to pursue meritorious claims against officers, directors, or advisors if the investigation surfaces them. The timing, with the committee formed the same day the Bridge Facility was executed, suggests the investigation was a condition junior constituencies negotiated for.

Section X

The Confirmation Timeline

The plan was solicited before the petition under the prepackaged provisions of the Bankruptcy Code, which is what allows a combined hearing on disclosure statement approval and confirmation. The only classes requiring nonconsensual confirmation are the deemed-rejecting equity and subordinated-claim classes, and because they are clearly out of the money, the absolute priority rule and the best interests test are satisfied without difficulty. The work, then, is calendar management against the milestones the Restructuring Support Agreement imposes.

June 2, 2026
Restructuring Support Agreement executed; plan solicitation commenced prepetition.
June 3, 2026
Voluntary petitions filed; 18 docket entries including the plan, disclosure statement, and first-day motions.
June 6, 2026 (target)
Interim DIP order sought within three days of the petition.
June 29, 2026
Plan supplement filing deadline.
July 6, 2026
Voting, opt-out/opt-in, and objection deadlines (4:00 p.m. CT).
July 10, 2026
Reply, brief, and declaration deadline.
July 14, 2026
Combined hearing on disclosure statement approval and plan confirmation.
July 18, 2026
RSA milestone: entry of final DIP order and confirmation order (within 45 days).
No later than July 23, 2026
Plan effective date (within 50 days); DIP claims convert into the exit term loan facility.
Section XI

What to Watch

The deal is documented and broadly supported, but it is not yet confirmed, and several variables could still affect the path to emergence.

The Calendar Is the Risk

The expedited timeline leaves little margin. The plan is set for confirmation at a combined hearing 41 days after filing, with an effective date no later than 50 days out, and the objection deadline allows roughly 33 days from filing for parties to review and challenge the plan. The RSA milestones are hard deadlines, and a missed milestone can trigger termination rights. Court scheduling or any contested matter could compress an already tight runway.

The Liquidation Test Favors the Plan

The disclosure statement's liquidation analysis estimates gross distributable value in a Chapter 7 of $88.1 million to $131.2 million, well below the going-concern enterprise value. Every class fares at least as well under the plan, and most fare materially better. The comparison is the backbone of the best interests showing.

Class Ch. 7 Low Ch. 7 High Plan Recovery
Bridge Claims 100.0% 100.0% 100.0%
Class 3 — First Lien 5.3% 23.7% ~54.4%
Class 4 — DOJ 0.0% 0.0% 100.0%
Class 5 — PIK Notes 0.0% 0.0% ~3.5%
Class 6 — Convertible Notes 0.0% 0.0% ~3.5%
Class 7 — General Unsecured 0.0% 0.0% 100.0%

Ongoing Obligations and Litigation

The reinstated DOJ claims carry continuing fine payments through June 2028 and a compliance monitorship through at least January 2028, obligations the reorganized entity inherits. The fraud complaint against the CEO, tied to the same September 2024 financing that created the PIK Notes, sits alongside the special committee's investigation. If those claims have merit, they could touch the releases, the committee's determinations, and the treatment of the PIK Notes themselves.

Taken as a whole, the Inotiv filing is a coordinated prepackaged restructuring that preserves going-concern value, keeps trade creditors and employees whole, and delivers the company to its senior secured lenders through equitization. The open question is execution: whether the debtors can hold the expedited RSA calendar while managing potential objections from out-of-the-money equity holders, any concerns the U.S. Trustee raises about the pace or the scope of releases, and the loose thread of the special committee's investigation.

About This Report: This Special Report analyzes the first-day filing package in In re Inotiv, Inc., et al., No. 26-90601 (CML), pending in the United States Bankruptcy Court for the Southern District of Texas, Houston Division. It is drawn from the 18 docket entries filed on June 3, 2026, including the voluntary petition, the CFO declaration, the joint prepackaged plan, the disclosure statement, the DIP financing and related first-day motions, and supporting declarations. The plan described here has been proposed but not confirmed; objection deadlines have not passed, terms may be amended, and confirmation is not guaranteed. All figures are as stated in the source filings, and projected and estimated figures are identified as such.

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