[sheet: Cover]

[sheet: Cover]
Field | Value
Document Title | Closing Funds Flow Memorandum
Transaction | Asset Purchase of Substantially All Assets of Allegheny Valley Packaging, Inc. by Crestline Packaging Solutions LLC
Calderwood & Harkness LLP Matter No. | 1006-00006
Governing Law | State of New York
Aggregate Purchase Price | $180,000,000
Anticipated Closing Date | July 31, 2025
Prepared By | Megan Chu / Derek Okonkwo, Calderwood & Harkness LLP
Reviewed By | Harrison Wexford, Partner, Calderwood & Harkness LLP
Billing Partner | Beatrice Holloway, Partner, Calderwood & Harkness LLP
Date of Memorandum | July 28, 2025 (subject to update at closing)
Confidentiality | PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Buyer | Crestline Packaging Solutions LLC (Ohio LLC) — EIN 84-3291047
Buyer Address | 4100 Commerce Parkway, Suite 800, Akron, OH 44308
Seller | Allegheny Valley Packaging, Inc. (Pennsylvania S-Corp) — EIN 25-1784632
Seller Address | 250 Industrial Boulevard, Butler, PA 16001
Sponsor | Ridgeway Capital Partners Fund III, LP (Delaware LP) — EIN 83-2107594
Buyer's Counsel | Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, NY 10022
Seller's Counsel | Broadmoor Strauss & Kline LLP, 600 Grant Street, Suite 4200, Pittsburgh, PA 15219
[sheet: Sources of Funds]
Line No. | Source Description | Provider | Reference / Agreement | Amount ($) | Wire Sender | Wire Origin Bank / Account | Notes
1 | Incremental Term Loan (Amendment No. 3 to Existing Credit Agreement dated November 15, 2021) | Pinnacle National Bank, N.A. (Administrative Agent), Commonwealth Merchant Bank, Heartland Commercial Finance LLC (Syndicate Lenders) | Commitment Letter Ref. PCL-2025-04-1187; SOFR + 375 bps, SOFR floor 50 bps | $130,000,000 | Pinnacle National Bank, N.A. | 1200 Euclid Avenue, Cleveland, OH 44115; Contact: Katherine M. Sweeney, Relationship Manager | Funded at closing per Amendment No. 3; commitment expires August 20, 2025; ticking fee of 25 bps/annum on undrawn commitments commenced June 21, 2025
2 | Equity Contribution | Ridgeway Capital Partners Fund III, LP (by Ridgeway Capital GP III LLC, its general partner) | Equity Commitment Letter dated April 22, 2025 | $50,000,000 | Ridgeway Capital Partners Fund III, LP | 277 Park Avenue, 38th Floor, New York, NY 10172 | Per Equity Commitment Letter; subject to execution of APA and satisfaction of closing conditions
TOTAL SOURCES | $180,000,000 | Must equal Total Uses (Purchase Price component)
[sheet: Uses of Funds]
Line No. | Use Description | Payee / Recipient | Amount ($) | Paid By | Notes
1 | Gross Purchase Price | $180,000,000 | Reference amount — see net calculation below
2 | Less: Escrow Deposit | Atlantic Fiduciary Trust Company (Escrow Agent) | ($9,000,000) | Buyer (from closing funds) | 5% of $180,000,000 Purchase Price; held for 18 months post-closing for indemnification claims; Contact: Robert D. Whitaker, VP
3 | Less: Payoff of Seller's Existing Revolving Credit Facility | Merchants & Traders Bank | ($14,200,000) | Buyer (on behalf of Seller, from Purchase Price) | Approximate outstanding balance under AVP's $20,000,000 revolver; exact payoff amount per payoff letter to be confirmed at closing; constitutes Excluded Liability / pre-closing indebtedness
4 | Less: Seller's Transaction Expenses — Seller's Counsel Fees | Broadmoor Strauss & Kline LLP (Nathan R. Feldstein) | ($750,000) | Buyer (on behalf of Seller, from Purchase Price) | Estimated; per invoices to be delivered pre-closing; 600 Grant Street, Suite 4200, Pittsburgh, PA 15219
5 | Less: Seller's Transaction Expenses — Investment Banking Fee | Veltrano Hargrave & Co. (Warren T. Blackwell) | ($3,600,000) | Buyer (on behalf of Seller, from Purchase Price) | Estimated; per engagement letter; One PPG Place, Suite 2600, Pittsburgh, PA 15222
6 | Less: Seller's Transaction Expenses — Seller's Accountant Fees | Pendleton & Sawyer CPAs LLP | ($125,000) | Buyer (on behalf of Seller, from Purchase Price) | Estimated; 301 Fifth Avenue, Suite 700, Pittsburgh, PA 15222
7 | Less: Seller's Share of PA Realty Transfer Tax | ($180,000) | Buyer (withheld from Purchase Price on behalf of Seller) | Seller's 50% share of estimated $360,000 total PA Realty Transfer Tax (2% combined state and local on estimated $18,000,000 real property allocation); $360,000 ÷ 2 = $180,000
8 | Net Cash to Seller at Closing | Allegheny Valley Packaging, Inc. | $152,145,000 | Buyer (from closing funds) | = $180,000,000 − $9,000,000 − $14,200,000 − $750,000 − $3,600,000 − $125,000 − $180,000; subject to NWC adjustment (Target NWC: $12,400,000; collar ±$250,000); final amount per Estimated Closing Statement
SUBTOTAL — PURCHASE PRICE DISBURSEMENTS | $180,000,000 | Lines 2 through 8 net to Gross Purchase Price
9 | Buyer's Share of PA Realty Transfer Tax | PA Department of Revenue / County Recorder of Deeds | $180,000 | Buyer (additional closing cost) | Buyer's 50% share of estimated $360,000 total; covers Butler Property (285,000 sq. ft. / 22.5 acres at 250 Industrial Boulevard, Butler, PA 16001) and Meadville Property (110,000 sq. ft. / 8.2 acres at 1480 Conneaut Lake Road, Meadville, PA 16335)
10 | R&W Insurance Premium | Northbridge Specialty Insurance Company | $540,000 | Buyer (additional closing cost) | Policy No. NSW-2025-07812; $18,000,000 coverage limit (10% of Purchase Price); $1,800,000 retention (1%); 3.0% rate on limit; 100% borne by Buyer; brokered by Greystone Marsh Advisory LLC (Philip J. Tanaka)
11 | R&W Insurance Underwriting Fee | Northbridge Specialty Insurance Company | $50,000 | Buyer (additional closing cost) | Flat underwriting fee
12 | Title Insurance Premium (estimated) | Sentinel Title Insurance Corporation | $75,000 | Buyer (additional closing cost) | Owner's title policy for Butler and Meadville properties; via Great Lakes Title & Escrow Inc.
13 | Escrow Agent Fee | Atlantic Fiduciary Trust Company | $15,000 | Buyer (additional closing cost) | Annual escrow administration fee; 60 Wall Street, 22nd Floor, New York, NY 10005
14 | Buyer's Counsel Fees and Expenses (estimated) | Calderwood & Harkness LLP | $950,000 | Buyer (additional closing cost) | Estimated legal fees; 600 Lexington Avenue, 30th Floor, New York, NY 10022; Matter No. 1006-00006
15 | Buyer's Accounting / Financial Diligence Advisor Fees | Hargrove Thornton LLP (Steven M. Raines) | $325,000 | Buyer (additional closing cost) | Estimated; 200 Public Square, Suite 1900, Cleveland, OH 44114
16 | Environmental Consultant Fees | Greenvale Environmental Sciences LLC (Dr. Alicia Fernandez) | $85,000 | Buyer (additional closing cost) | Phase I and Phase II ESA fees; 7200 Wisconsin Avenue, Suite 300, Bethesda, MD 20814
17 | Title / Survey Fees | Great Lakes Title & Escrow Inc. | $25,000 | Buyer (additional closing cost) | 127 Public Square, Suite 1000, Cleveland, OH 44114
18 | Lender Fees / Arrangement Fee (Pinnacle) | Pinnacle National Bank, N.A. | $650,000 | Buyer (additional closing cost) | Arrangement and agency fees for incremental term loan
TOTAL BUYER ADDITIONAL CLOSING COSTS | $2,895,000 | Sum of Lines 9–18
TOTAL USES OF FUNDS | $182,895,000 | Gross Purchase Price ($180,000,000) + Buyer Additional Closing Costs ($2,895,000)
[sheet: Sources vs. Uses Reconciliation]
Category | Amount ($) | Notes
SOURCES
Incremental Term Loan (Pinnacle National Bank, N.A.) | $130,000,000 | Amendment No. 3; Ref. PCL-2025-04-1187
Equity Contribution (Ridgeway Capital Partners Fund III, LP) | $50,000,000 | Per Equity Commitment Letter dated April 22, 2025
Buyer Existing Cash (Crestline Packaging Solutions LLC) | $2,895,000 | To fund Buyer's additional closing costs
Total Sources | $182,895,000
USES
Gross Purchase Price (to be allocated per APA) | $180,000,000 | Per Asset Purchase Agreement dated June 15, 2025
Buyer Additional Closing Costs | $2,895,000 | R&W insurance, transfer taxes (Buyer share), professional fees, etc.
Total Uses | $182,895,000
NET (Sources − Uses) | $0 | Fully funded; no shortfall
MEMO: NWC Adjustment (TBD) | TBD | Target NWC: $12,400,000; collar ±$250,000; final adjustment per Estimated Closing Statement and post-closing true-up within 90 days
[sheet: Wire Instructions]
Line No. | Payee / Recipient | Role | Amount ($) | Receiving Bank Name | ABA / Routing No. | Account Name | Account No. | Reference / Memo | Contact Name | Contact Phone | Contact Email | Address
1 | Allegheny Valley Packaging, Inc. (Net Cash to Seller) | Seller | $152,145,000 | [To be provided by Seller's counsel] | [TBD] | Allegheny Valley Packaging, Inc. | [TBD] | CPS/AVP Asset Purchase — Net Purchase Price | Nathan R. Feldstein (Broadmoor Strauss & Kline LLP) | [TBD] | [TBD] | 250 Industrial Boulevard, Butler, PA 16001
2 | Atlantic Fiduciary Trust Company (Escrow Deposit) | Escrow Agent | $9,000,000 | [To be provided by AFTC] | [TBD] | Atlantic Fiduciary Trust Company — CPS/AVP Escrow | [TBD] | Escrow Agreement dated [Closing Date]; $9,000,000; 18-month hold | Robert D. Whitaker, Vice President | [TBD] | [TBD] | 60 Wall Street, 22nd Floor, New York, NY 10005
3 | Merchants & Traders Bank (Seller Indebtedness Payoff) | Seller's Existing Lender | $14,200,000 | [Per payoff letter] | [TBD] | Allegheny Valley Packaging, Inc. — Revolving Credit Facility | [TBD] | Payoff of AVP revolving facility; per payoff letter dated [TBD] | [TBD] | [TBD] | [TBD] | [TBD]
4 | Broadmoor Strauss & Kline LLP (Seller's Counsel Fees) | Seller's Transaction Expense | $750,000 | [To be provided] | [TBD] | Broadmoor Strauss & Kline LLP — Client Trust Account | [TBD] | AVP/CPS — Legal Fees | Nathan R. Feldstein | [TBD] | [TBD] | 600 Grant Street, Suite 4200, Pittsburgh, PA 15219
5 | Veltrano Hargrave & Co. (Investment Banking Fee) | Seller's Transaction Expense | $3,600,000 | [To be provided] | [TBD] | Veltrano Hargrave & Co. | [TBD] | AVP Advisory Fee | Warren T. Blackwell | [TBD] | [TBD] | One PPG Place, Suite 2600, Pittsburgh, PA 15222
6 | Pendleton & Sawyer CPAs LLP (Seller's Accountant) | Seller's Transaction Expense | $125,000 | [To be provided] | [TBD] | Pendleton & Sawyer CPAs LLP | [TBD] | AVP Audit/Tax Services | [TBD] | [TBD] | [TBD] | 301 Fifth Avenue, Suite 700, Pittsburgh, PA 15222
7 | PA Department of Revenue / County Recorder (Seller's Transfer Tax Share) | Transfer Tax — Seller's Share | $180,000 | [Per county instructions] | [TBD] | [Per county instructions] | [TBD] | PA Realty Transfer Tax — Seller's 50% share | [TBD] | [TBD] | [TBD] | [TBD]
8 | PA Department of Revenue / County Recorder (Buyer's Transfer Tax Share) | Transfer Tax — Buyer's Share | $180,000 | [Per county instructions] | [TBD] | [Per county instructions] | [TBD] | PA Realty Transfer Tax — Buyer's 50% share | [TBD] | [TBD] | [TBD] | [TBD]
9 | Northbridge Specialty Insurance Company (R&W Premium + UW Fee) | R&W Insurance | $590,000 | [To be provided] | [TBD] | Northbridge Specialty Insurance Company | [TBD] | Policy No. NSW-2025-07812; Premium $540,000 + UW Fee $50,000 | Philip J. Tanaka (Greystone Marsh Advisory LLC) | [TBD] | [TBD] | 399 Park Avenue, 16th Floor, New York, NY 10022 (broker)
10 | Sentinel Title Insurance Corporation (Title Insurance Premium) | Title Insurer | $75,000 | [To be provided] | [TBD] | Sentinel Title Insurance Corporation | [TBD] | Owner's policy — Butler and Meadville properties | [TBD] | [TBD] | [TBD] | Via Great Lakes Title & Escrow Inc., 127 Public Square, Suite 1000, Cleveland, OH 44114
11 | Atlantic Fiduciary Trust Company (Escrow Agent Fee) | Escrow Agent Fee | $15,000 | [Same as Line 2] | [TBD] | Atlantic Fiduciary Trust Company — Operating | [TBD] | Annual escrow administration fee | Robert D. Whitaker | [TBD] | [TBD] | 60 Wall Street, 22nd Floor, New York, NY 10005
12 | Calderwood & Harkness LLP (Buyer's Counsel) | Buyer's Transaction Expense | $950,000 | [To be provided] | [TBD] | Calderwood & Harkness LLP — Client Trust Account | [TBD] | Matter No. 1006-00006 | Harrison Wexford / Megan Chu | [TBD] | [TBD] | 600 Lexington Avenue, 30th Floor, New York, NY 10022
13 | Hargrove Thornton LLP (Accounting Advisor) | Buyer's Transaction Expense | $325,000 | [To be provided] | [TBD] | Hargrove Thornton LLP | [TBD] | CPS/AVP Financial Diligence | Steven M. Raines | [TBD] | [TBD] | 200 Public Square, Suite 1900, Cleveland, OH 44114
14 | Greenvale Environmental Sciences LLC (Environmental Consultant) | Buyer's Transaction Expense | $85,000 | [To be provided] | [TBD] | Greenvale Environmental Sciences LLC | [TBD] | Phase I/II ESA — Butler and Meadville | Dr. Alicia Fernandez | [TBD] | [TBD] | 7200 Wisconsin Avenue, Suite 300, Bethesda, MD 20814
15 | Great Lakes Title & Escrow Inc. (Title/Survey) | Buyer's Transaction Expense | $25,000 | [To be provided] | [TBD] | Great Lakes Title & Escrow Inc. | [TBD] | Title and survey services — Butler and Meadville | [TBD] | [TBD] | [TBD] | 127 Public Square, Suite 1000, Cleveland, OH 44114
16 | Pinnacle National Bank, N.A. (Lender Fees) | Financing Fee | $650,000 | [To be provided] | [TBD] | Pinnacle National Bank, N.A. | [TBD] | Arrangement and agency fees — Incremental Term Loan | Katherine M. Sweeney | [TBD] | [TBD] | 1200 Euclid Avenue, Cleveland, OH 44115
TOTAL WIRE DISBURSEMENTS | $182,895,000
[sheet: NWC Adjustment Memo]
Item | Amount ($) | Notes
Target Net Working Capital | $12,400,000 | Agreed May 28, 2025; based on trailing 12-month average
NWC Collar (Upper) | $12,650,000 | Target + $250,000; no upward adjustment if estimated NWC ≤ $12,650,000
NWC Collar (Lower) | $12,150,000 | Target − $250,000; no downward adjustment if estimated NWC ≥ $12,150,000
Estimated Closing NWC | TBD | Per Estimated Closing Statement to be delivered by Seller 3 business days prior to closing; calculated as of 11:59 PM ET on the day immediately preceding the Closing Date
Estimated NWC Adjustment (if any) | TBD | If Estimated Closing NWC is within ±$250,000 of Target, no adjustment at closing
Post-Closing True-Up Process
Buyer to deliver Final Closing Statement | — | Within 90 days of Closing Date
Dispute Resolution Period | — | 30 days following delivery; disputes to be resolved by independent accounting firm
Accounting Principles | — | GAAP as applied by AVP; consistent with methodology used by Hargrove Thornton LLP in financial diligence
Direction of Payment (if NWC > Target + Collar) | Seller → Buyer | Buyer receives credit (purchase price increased)
Direction of Payment (if NWC < Target − Collar) | Buyer → Seller | Seller refunds shortfall (purchase price decreased)