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Contract analysis / employee-benefits-diligence-memo.docx
employee-benefits-diligence-memo.docx
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Medium · 3
Standard · 1
I. Executive Summary
High
⚑ Indemnity / guarantee obligation
I. Executive Summary The purpose of this memorandum is to summarize the findings from our review of the employee benefit plans, programs, and arrangements maintained, sponsored, contributed to, or required to be contributed to by Lakewood Regional Health Partners, LLC ("Lakewood" or "LRHP") in connection with the proposed acquisition of substantially all of the assets of Lakewood by Crestline Packaging Solutions LLC
II. Scope of Review
II. Scope of Review In connection with our employee benefits due diligence review, we have examined the following categories of documents and information, substantially all of which were made available through the Lakewood virtual data room (Thackeray Solutions Platform, Room ID: LRHP-2025-CPS), with certain supplemental materials provided directly by Lakewood management and Seller's counsel: Plan Documents and Gover
III. Workforce Overview
High
⚑ Penalty / liquidated damages
III. Workforce Overview A. Employee Census As of the April 30, 2025 census date, Lakewood employs approximately 410 FTEs across eleven (11) clinic locations in New York and Pennsylvania. The workforce is distributed among the following categories: These employees are distributed across Lakewood's eleven clinic facilities as follows: A detailed breakdown of headcount by location and employee category is set forth in E
IV. Retirement Plans
IV. Retirement Plans A. Lakewood 401(k) Plan
1. Plan Overview. Lakewood maintains the Lakewood Regional Health Partners 401(k) Savings
1. Plan Overview. Lakewood maintains the Lakewood Regional Health Partners 401(k) Savings Plan (the "Lakewood 401(k) Plan" or the "Plan"), a tax-qualified defined contribution plan intended to satisfy the requirements of Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"). The key features of the Plan are as follows: The Plan was originally established by Lakewood effective
2. Transaction Treatment — Plan Not Assumed. As contemplated by the APA, the Lakewood 401
High
⚑ Penalty / liquidated damages
2. Transaction Treatment — Plan Not Assumed. As contemplated by the APA, the Lakewood 401(k) Plan will not be assumed by Crestline in the Transaction. The Plan will be terminated by Lakewood (through the Sellers) prior to or concurrently with the Closing Date. Specifically, the APA requires Sellers to adopt corporate resolutions terminating the Plan effective no later than the day immediately preceding the Closing Da
3. Compliance Review. We have conducted a compliance review of the Lakewood 401(k) Plan b
Standard
⚑ Commercial term
3. Compliance Review. We have conducted a compliance review of the Lakewood 401(k) Plan based on the available documentation and note the following: Forms 5500. We reviewed the Forms 5500 for the 2021, 2022, and 2023 plan years. All three filings were timely filed and included the required schedules (Schedule C and Schedule H, as applicable). The 2024 Form 5500 is due July 31, 2025, and has been prepared but not yet
4. Outstanding Liabilities. No Unfunded Liabilities. As a defined contribution plan, the
Medium
⚑ Notice / time limit to track
4. Outstanding Liabilities. No Unfunded Liabilities. As a defined contribution plan, the Lakewood 401(k) Plan does not have unfunded liabilities in the traditional sense. Each participant's benefit is equal to the balance in the participant's individual account, which is fully funded by definition. Pending or Threatened Claims. Based on our review of available documentation and on representations made by Lakewood man
V. Health and Welfare Plans
V. Health and Welfare Plans A. Medical and Prescription Drug Plans
1. Plan Structure. Lakewood provides medical and prescription drug coverage to eligible e
1. Plan Structure. Lakewood provides medical and prescription drug coverage to eligible employees through the Lakewood Regional Health Partners Group Health Plan (the "Lakewood Health Plan"). The Lakewood Health Plan is a self-funded plan, with Lakewood bearing the financial risk for claims subject to stop-loss insurance protection. The key structural features of the plan are as follows: The plan offers two coverage
2. Transition Considerations. The Lakewood Health Plan will not be assumed by Crestline i
Medium
⚑ Notice / time limit to track
2. Transition Considerations. The Lakewood Health Plan will not be assumed by Crestline in the Transaction. Crestline will offer enrollment in CPS group health plans to all Transferred Employees effective as of the Closing Date, August 15, 2025. The mid-year transition presents several considerations that must be carefully managed: Deductible and Out-of-Pocket Maximum Credit Carryover. The APA requires Crestline to c
Section 125 Cafeteria Plan. Lakewood maintains a Section 125 cafeteria plan (the "Lakewood
Medium
⚑ Confidentiality undertaking
Section 125 Cafeteria Plan. Lakewood maintains a Section 125 cafeteria plan (the "Lakewood Cafeteria Plan") that allows employees to pay their share of health, dental, and vision insurance premiums on a pre-tax basis and to participate in a healthcare flexible spending account ("Healthcare FSA") and a dependent care flexible spending account ("Dependent Care FSA"). The plan year is the calendar year. The Lakewood Caf
VI. COBRA Obligations
High
⚑ Indemnity / guarantee obligation
VI. COBRA Obligations A. Pre-Closing COBRA Compliance The Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), as amended, requires employers with 20 or more employees that sponsor group health plans to offer continuation coverage to qualified beneficiaries who experience a qualifying event that would otherwise result in a loss of group health coverage. Lakewood, as an employer with approximately 410 emp