Contract analysis

I. Executive Summary This memorandum analyzes whether the proposed acquisition by Crestline Packaging Solutions LLC ("Crestline," "CPS," or the "Buyer"), an Ohio limited liability company and portfolio company of Ridgeway Capital Partners Fund III, LP ("Ridgeway Fund III" or the "Fund"), of substantially all of the assets of Allegheny Valley Packaging, Inc. ("AVP" or the "Seller"), a Pennsylvania corporation, require

II. Transaction Overview A. Parties to the Transaction

1. The Buyer: Crestline Packaging Solutions LLC Crestline Packaging Solutions LLC is an Ohio limited liability company, headquartered at 4100 Commerce Parkway, Suite 800, Akron, Ohio 44308. CPS's Employer Identification Number is 84-3291047, and its Ohio Secretary of State Filing Number is 4287653. CPS is a mid-market manufacturer of corrugated packaging, industrial containers, and specialty chemical-resistant packag

2. The Seller: Allegheny Valley Packaging, Inc. Allegheny Valley Packaging, Inc. is a Pennsylvania corporation (organized and existing under the laws of the Commonwealth of Pennsylvania), headquartered at 250 Industrial Boulevard, Butler, Pennsylvania 16001. AVP's Pennsylvania Department of State Entity ID is 6519847, and its Employer Identification Number is 25-1784632. AVP has elected S-corporation status for feder

III. HSR Act — Applicable Legal Framework A. Overview of the HSR Act and Pre-Merger Notification Requirements

Section 7A of the Clayton Act, 15 U.S.C. § 18a, enacted as the Hart-Scott-Rodino Antitrust Improvements Act of 1976, requires that parties to certain acquisitions of voting securities, assets, or non-corporate interests file pre-merger notification and report forms (commonly referred to as "HSR filings") with both the Federal Trade Commission and the Antitrust Division of the United States Department of Justice (the

1. Size-of-Transaction Test The HSR Act applies to transactions in which, as a result of the acquisition, the acquiring person would hold an aggregate total amount of the acquired person's voting securities, assets, or non-corporate interests valued in excess of the minimum filing threshold. For 2025, the minimum size-of-transaction threshold is $119.5 million (as adjusted). This means that a transaction in which the

2. Size-of-Person Test When the size-of-transaction falls between $119.5 million and $478.0 million, the HSR Act's size-of-person test must also be satisfied before a filing obligation is triggered. Under the size-of-person test, as adjusted for 2025: (a) At least one of the parties to the transaction (i.e., the acquiring person or the acquired person, measured at the level of the ultimate parent entity) must have an

IV. Application of the HSR Thresholds to the Proposed Transaction A. Size-of-Transaction Analysis

1. Nominal Purchase Price The aggregate purchase price under the APA is $180,000,000, subject to customary adjustments as described in Section II.B above. This nominal purchase price facially exceeds the current minimum size-of-transaction threshold of $119.5 million, as adjusted by the FTC for 2025. If the nominal purchase price were used without adjustment, the transaction would meet the first prong of the filing t

2. Asset Carve-Out Analysis — Determining the HSR-Reportable Value Under 16 C.F.R. § 801.40, the determination of whether the size-of-transaction threshold is met requires an analysis of which assets are actually being acquired by CPS and the value of those assets. Assets that are excluded from the transaction, whether by virtue of being explicitly carved out in the APA or by virtue of being non-reportable under the

3. Determination of Fair Market Value / Acquisition Price for HSR Purposes Under 16 C.F.R. § 801.40, because CPS is acquiring substantially all of the assets of AVP and the APA specifies a determinable acquisition price, the size-of-transaction is measured by the greater of: (i) the acquisition price for the assets actually being acquired, or (ii) the fair market value of such assets. The acquisition price under the

V. Additional Considerations A. Aggregation Rules Under 16 C.F.R. § 801.13, a person who has made a prior acquisition of voting securities or assets of a particular acquired person must aggregate the value of the previously acquired items with the value of the items to be acquired in the current transaction when determining whether the size-of-transaction threshold is met. This rule is designed to prevent parties fro

Section 802.1 — Acquisitions of Goods and Real Property in the Ordinary Course of Business. This exemption applies to acquisitions of goods or real property transferred in the ordinary course of business. The exemption is not applicable here because CPS is acquiring substantially all of AVP's assets as part of a going-concern acquisition of an operating business, not merely purchasing inventory, raw materials, or rea

Section 802.4 — Acquisitions of Voting Securities of Issuers Holding Certain Assets. This exemption applies to acquisitions of voting securities of an issuer whose assets consist exclusively or primarily of certain categories of exempt assets (such as cash, money market instruments, or residential property). This exemption is not relevant because the transaction is structured as an asset acquisition, not a voting sec

Section 802.50 — Acquisitions by Certain Regulated Entities. This exemption applies to acquisitions by certain types of regulated entities such as banks and insurance companies. Neither CPS nor Ridgeway Fund III is a regulated entity within the meaning of this provision. In summary, no Part 802 exemption provides an independent basis for exempting this transaction from the HSR filing requirement. However, as discusse

VI. Conclusion and Recommendation Based on the foregoing analysis, Calderwood & Harkness LLP concludes that no filing under the HSR Act is required for Crestline Packa