1006-00006 · Client 1006 · Closing

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BULK SALE NOTICE PURSUANT TO 72 P.S. § 1403 AND 73 P.S. §§ 201-1 ET SEQ.

Filed with: Commonwealth of Pennsylvania Department of Revenue Bureau of Business Trust Fund Taxes P.O. Box 280904 Harrisburg, PA 17128-0904

Date of Notice: May 30, 2025

Calderwood & Harkness LLP Matter No.: 1006-00006

Prepared by:

Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022

Leonard Cross, Partner (Tax) Telephone: (212) 554-7800

Email: leonard.cross@calderwoodharkness.com

Megan Chu, Associate Telephone: (212) 554-7845

Email: megan.chu@calderwoodharkness.com

Contact Attorney for All Correspondence:

Leonard Cross, Partner Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7800 Facsimile: (212) 554-7801

Email: leonard.cross@calderwoodharkness.com

Section 1: Introductory Statement and Statutory Basis

This Bulk Sale Notice (this "Notice") is respectfully submitted to the Commonwealth of Pennsylvania, Department of Revenue, Bureau of Business Trust Fund Taxes (the "Department") on behalf of Crestline Packaging Solutions LLC, an Ohio limited liability company (the "Buyer"), pursuant to the bulk sale notification requirements set forth in the Pennsylvania Tax Reform Code of 1971, as amended, including specifically Section 1403 thereof, 72 P.S. § 1403, and the Pennsylvania Uniform Commercial Code provisions governing bulk sales and transfers, 73 P.S. §§ 201-1 et seq., together with all applicable regulations, revenue rulings, and administrative guidance promulgated thereunder.

The purpose of this Notice is to provide the Department with advance written notice of a proposed bulk sale or transfer of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation (the "Seller"), used in or related to the Seller's corrugated and specialty packaging manufacturing business conducted within the Commonwealth of Pennsylvania. The transaction is more fully described in Section 4 below and is governed by an Asset Purchase Agreement (the "APA") by and between the Buyer and the Seller, the execution of which is anticipated on or about June 15, 2025.

In connection with this Notice, the Buyer hereby formally requests that the Department issue a Tax Clearance Certificate (also referred to as a Bulk Sale Clearance Certificate) confirming either (a) that the Seller has no outstanding tax liabilities to the Commonwealth of Pennsylvania, or (b) if any such liabilities exist, specifying the precise amount thereof so that the Buyer and Seller may make appropriate arrangements — whether by escrow, withholding from the purchase price, or direct payment — at or prior to the closing of the transaction (the "Closing").

The Buyer respectfully requests that this Notice be processed on an expedited basis. The anticipated Closing Date of the transaction is July 31, 2025, and the Buyer requests that the Department issue the Tax Clearance Certificate no later than ten (10) business days prior to the Closing Date — that is, no later than July 17, 2025 — to permit the parties to finalize closing arrangements in a timely manner.

This Notice is being filed more than sixty (60) days prior to the estimated Closing Date, consistent with the statutory requirements of 72 P.S. § 1403 and the Department's administrative guidance regarding the minimum advance notice period for bulk sale notifications. The Buyer and its counsel are prepared to cooperate fully with the Department and to provide any additional documentation, information, or access that the Department may require to complete its review of the Seller's tax accounts and to issue the requested clearance.

Section 2: Identification of the Seller

The following information is provided with respect to the Seller, Allegheny Valley Packaging, Inc., to enable the Department to identify and review all applicable tax accounts of the Seller maintained by the Commonwealth of Pennsylvania.

Full Legal Name: Allegheny Valley Packaging, Inc.

Trade Name(s) / DBA(s): Allegheny Valley Packaging; AVP

Entity Type: Pennsylvania corporation, incorporated under the laws of the Commonwealth of Pennsylvania. For federal income tax purposes, the Seller has elected and maintains S-corporation status under Subchapter S of the Internal Revenue Code of 1986, as amended (the "Code"). The Seller has been a validly electing S-corporation for all tax periods since January 1, 2003.

PA DOS Entity ID: 6519847

Federal Employer Identification Number (EIN): 25-1784632

Principal Business Address:

250 Industrial Boulevard Butler, PA 16001

Pennsylvania Registered Agent:

Keystone Corporate Services LLC 1500 Market Street, Suite 3500 Philadelphia, PA 19102

Nature of Business: The Seller is engaged in the manufacture of corrugated packaging, folding cartons, specialty chemical-resistant coatings, and food-grade packaging materials. The Seller's products are sold to industrial, commercial, and food-service customers across the eastern and midwestern United States. The Seller has been in continuous operation since its founding in 1972 and currently operates two manufacturing facilities in the Commonwealth of Pennsylvania, as described below.

Pennsylvania Tax Account Numbers: The Seller maintains the following tax accounts with the Commonwealth of Pennsylvania, the specific account numbers for which will be provided directly by the Seller or the Seller's counsel upon request by the Department:

• Pennsylvania Sales and Use Tax Account

• Pennsylvania Employer Withholding Tax Account

• Pennsylvania Corporate Net Income Tax Account

• Pennsylvania Capital Stock/Franchise Tax Account (applicable for periods prior to the phase-out of the capital stock tax)

• Any other applicable tax accounts maintained by the Seller with the Department

The Buyer has requested that the Seller provide the specific account numbers for each of the foregoing and authorizes the Department to contact the Seller and the Seller's counsel directly to obtain such information, if necessary.

Authorized Contacts for Seller:

Gerald W. Horvath, President Allegheny Valley Packaging, Inc. 250 Industrial Boulevard Butler, PA 16001 Telephone: (724) 283-4500

Email: gharvath@avpkg.com

Diane L. Pulaski, Controller Allegheny Valley Packaging, Inc. 250 Industrial Boulevard Butler, PA 16001 Telephone: (724) 283-4515

Email: dpulaski@avpkg.com

Seller's Counsel: Nathan R. Feldstein, Partner Broadmoor Strauss & Kline LLP 600 Grant Street, Suite 4200 Pittsburgh, PA 15219 Telephone: (412) 392-6100

Email: nfeldstein@bsklegal.com

Seller's Shareholders: The Seller is privately held, and its issued and outstanding shares of common stock are owned by the following individuals:

All shareholders are natural persons and, to the best of the Buyer's knowledge, are residents of the Commonwealth of Pennsylvania.

Locations of Business Operations in Pennsylvania:

The Seller conducts business operations at two manufacturing facilities located in the Commonwealth of Pennsylvania, as described below:

(a) Butler Plant: 250 Industrial Boulevard Butler, PA 16001

The Butler Plant consists of a manufacturing and warehousing facility of approximately 285,000 square feet situated on approximately 22.5 acres of land in Butler County, Pennsylvania. The Butler Plant serves as the Seller's primary manufacturing facility and corporate headquarters. Approximately 290 full-time and part-time employees are employed at this location. Operations at the Butler Plant include corrugated sheet and box production, folding carton manufacturing, specialty coating application, and warehousing and distribution.

(b) Meadville Plant: 1480 Conneaut Lake Road Meadville, PA 16335

The Meadville Plant consists of a secondary manufacturing and warehousing facility of approximately 110,000 square feet situated on approximately 8.2 acres of land in Crawford County, Pennsylvania. Approximately 50 full-time and part-time employees are employed at this location. Operations at the Meadville Plant include supplemental corrugated packaging production, coating operations, and regional distribution.

Total Pennsylvania Employees: Approximately 340 full-time and part-time employees across both Pennsylvania facilities. The Seller does not conduct business operations in any state other than the Commonwealth of Pennsylvania.

Section 3: Identification of the Buyer (Transferee)

The following information is provided with respect to the Buyer, Crestline Packaging Solutions LLC, to enable the Department to identify the transferee in the proposed bulk sale transaction.

Full Legal Name: Crestline Packaging Solutions LLC

Entity Type: Ohio limited liability company, organized under the laws of the State of Ohio.

Ohio Secretary of State Filing No.: 4287653

Federal Employer Identification Number (EIN): 84-3291047

Principal Business Address:

4100 Commerce Parkway, Suite 800 Akron, OH 44308

Registered Agent in Ohio:

Capitol Statutory Services Inc. 65 East Brightwater, Columbus, OH 43215

Authorized Contacts for Buyer:

Sandra K. Liu, General Counsel Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308 Telephone: (330) 762-1100

Email: sliu@crestlinepkg.com

Buyer's Outside Counsel (Tax): Leonard Cross, Partner Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7800

Email: leonard.cross@calderwoodharkness.com

Nature of Buyer's Business: The Buyer is a mid-market manufacturer of corrugated packaging, industrial containers, and specialty chemical-resistant packaging materials. The Buyer currently operates six manufacturing plants located in the states of Ohio, Indiana, and Kentucky, employing approximately 1,200 individuals across all facilities. The acquisition of the Seller's business will represent the Buyer's first operations in the Commonwealth of Pennsylvania and will expand its geographic footprint into the northeastern United States.

Parent / Equity Sponsor: The Buyer is a portfolio company of Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership with its principal offices at 277 Park Avenue, 38th Floor, New York, NY 10172. The general partner of Ridgeway Capital Partners Fund III, LP is Ridgeway Capital GP III LLC, a Delaware limited liability company. Ridgeway Capital Partners Fund III, LP acquired a controlling equity interest in the Buyer in connection with a leveraged buyout transaction in 2021 and continues to hold a majority equity interest in the Buyer as of the date of this Notice.

Pennsylvania Qualification: As of the date of this Notice, the Buyer is not currently qualified to transact business in the Commonwealth of Pennsylvania as a foreign limited liability company. The Buyer intends to file an application for registration as a foreign limited liability company with the Pennsylvania Department of State prior to or concurrently with the Closing, as required by the Pennsylvania Associations Code, 15 Pa.C.S. § 412. The Buyer will provide the Department with confirmation of such registration and its assigned Pennsylvania entity identification number promptly upon receipt.

Section 4: Description of the Transaction

4.0: Overview. The transaction that is the subject of this Notice is an asset purchase in which the Buyer is acquiring substantially all of the assets of the Seller used in or related to the Seller's corrugated and specialty packaging manufacturing business (the "Business"), as conducted at the Seller's two Pennsylvania facilities. The transaction is structured as a purchase of assets, and not as a purchase of stock or equity interests of the Seller. The Seller will retain its corporate existence following the Closing and will be responsible for winding up its affairs and satisfying all retained liabilities, including any tax liabilities identified in connection with this Notice.

Governing Agreement: The transaction is governed by that certain Asset Purchase Agreement (the "APA") to be entered into by and between Crestline Packaging Solutions LLC, as Buyer, and Allegheny Valley Packaging, Inc., as Seller.

Estimated APA Execution Date: June 15, 2025. As of the date of this Notice, the parties have executed a binding Letter of Intent dated April 10, 2025, and are in the process of negotiating and finalizing the definitive APA. A copy of the executed Letter of Intent is enclosed with this Notice as Enclosure 1. To the extent the definitive APA is executed prior to the Department's completion of its review, a copy of the executed APA (or relevant excerpts thereof) will be provided to the Department upon request.

Governing Law of APA: The APA will be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles.

Aggregate Purchase Price: The aggregate purchase price for the Acquired Assets (as defined below) is $180,000,000 (One Hundred Eighty Million Dollars) (the "Purchase Price"), subject to customary post-closing adjustments based on the Seller's Net Working Capital, Indebtedness, Transaction Expenses, and Cash as of the Closing Date. The Purchase Price was determined through arm's-length negotiations between the Buyer and the Seller and was informed by the Buyer's due diligence review of the Seller's financial condition, operations, customer relationships, and competitive position.

Form of Consideration: The Purchase Price will be payable in cash at the Closing, less the sum of $9,000,000 (Nine Million Dollars) (the "Escrow Amount"), which will be deposited at the Closing into an escrow account maintained by Atlantic Fiduciary Trust Company, 60 Wall Street, 22nd Floor, New York, NY 10005 (the "Escrow Agent"), pursuant to an Escrow Agreement to be entered into by the Buyer, the Seller, and the Escrow Agent at the Closing. The Escrow Amount will be held and disbursed in accordance with the terms of the Escrow Agreement and is intended to secure the Seller's indemnification obligations under the APA, including obligations with respect to pre-closing tax liabilities.

Anticipated Closing Date: July 31, 2025 (the "Closing Date"). The Closing is expected to occur at the offices of Calderwood & Harkness LLP in New York, New York, or at such other location or by remote electronic exchange of closing documents as the parties may agree.

Outside Date: September 30, 2025. In the event the Closing has not occurred on or before the Outside Date, either party may terminate the APA without further liability to the other party (other than for any prior material breach), subject to the terms and conditions of the APA.

4.1: Assets Being Transferred (Acquired Assets)

The Buyer will acquire substantially all of the assets owned by the Seller and used in or related to the operation of the Business (collectively, the "Acquired Assets"), including, without limitation, the following:

(a) Real Property. The Seller's fee simple interest in the following parcels of real property located in the Commonwealth of Pennsylvania, together with all buildings, structures, fixtures, and improvements situated thereon and all rights, easements, appurtenances, and privileges pertaining thereto:

(i) Butler Plant: 250 Industrial Boulevard, Butler, PA 16001, consisting of a manufacturing and warehousing facility of approximately 285,000 square feet situated on approximately 22.5 acres of land, located in Butler Township, Butler County, Pennsylvania. The real property will be conveyed by special warranty deed.

(ii) Meadville Plant: 1480 Conneaut Lake Road, Meadville, PA 16335, consisting of a manufacturing and warehousing facility of approximately 110,000 square feet situated on approximately 8.2 acres of land, located in Vernon Township, Crawford County, Pennsylvania. The real property will be conveyed by special warranty deed.

(b) Tangible Personal Property. All machinery, equipment, tools, molds, dies, tooling, furniture, fixtures, furnishings, computer hardware, vehicles, rolling stock, raw materials, work-in-process, finished goods inventory, packaging materials, spare parts, supplies, and other tangible personal property owned by the Seller and located at or used in connection with the Butler Plant and the Meadville Plant, as more fully described in the schedules to the APA.

(c) Intangible Personal Property. All intellectual property owned by or licensed to the Seller and used in or related to the Business, including, without limitation:

(i) Trademarks, service marks, trade names, trade dress, logos, and internet domain names, including the "Allegheny Valley Packaging" and "AVP" trade names and associated goodwill (subject to the exclusion of the corporate name as set forth in Section 4.2 below);

(ii) Patents and patent applications, including any patents or patent applications relating to the Seller's proprietary chemical-resistant coating formulations;

(iii) Trade secrets, know-how, proprietary formulations, manufacturing processes, technical data, and confidential business information;

(iv) Copyrights and copyrightable works, including marketing materials, product specifications, and technical manuals;

(v) Customer lists, vendor lists, supplier relationships, and associated goodwill of the Business; and

(vi) All books, records, files, data, correspondence, and documentation relating to the Business (other than excluded corporate records as described in Section 4.2 below).

(d) Assigned Contracts. Approximately forty-seven (47) material contracts to which the Seller is a party and which relate to the operation of the Business, each of which will be assigned to and assumed by the Buyer at the Closing, subject to the receipt of any required third-party consents, including, without limitation:

(i) Customer supply agreements;

(ii) Vendor and raw material supply agreements;

(iii) Equipment leases;

(iv) The collective bargaining agreement between the Seller and the International Paperworkers Union Local 814, effective through December 31, 2026 (the "CBA"), which covers approximately 215 production and maintenance employees at the Butler Plant; and

(v) Service agreements, software licenses, and other operational agreements.

A complete list of the assigned contracts will be set forth in the schedules to the APA.

(e) Permits and Licenses. All governmental permits, licenses, authorizations, approvals, certificates, and registrations held by the Seller and relating to the Business, to the extent transferable under applicable law, including, without limitation:

(i) Pennsylvania Department of Environmental Protection ("PA DEP") Title V Operating Permit for the Butler Plant facility, Permit No. TV-10-00287;

(ii) PA DEP General Permit GP-3 for the Meadville Plant facility;

(iii) All other environmental, health, safety, building, occupancy, and operational permits and licenses; and

(iv) Any certifications or registrations required for the manufacture and distribution of food-grade packaging materials.

The transfer or re-issuance of certain permits and licenses, particularly environmental permits, will be subject to the approval of the issuing governmental authority. The Buyer intends to apply for transfer or re-issuance of all such permits promptly following the Closing, and the Seller has agreed to cooperate fully with the Buyer in connection therewith.

4.2: Excluded Assets

Notwithstanding the broad scope of the Acquired Assets, the following categories of assets are excluded from the transaction and will be retained by the Seller (collectively, the "Excluded Assets"):

(a) All cash and cash equivalents of the Seller, including amounts on deposit in any bank accounts of the Seller;

(b) All tax refunds, tax credits, and tax deposits attributable to pre-Closing tax periods, including any refunds or credits resulting from the filing of amended returns or as a result of audit adjustments;

(c) The Seller's minute books, stock ledgers, corporate seal, certificates of incorporation, bylaws, and other corporate organizational documents and records (the "Excluded Corporate Records");

(d) All insurance policies of the Seller, together with any claims, rights, or proceeds arising thereunder (except to the extent relating to Assumed Liabilities); and

(e) The corporate name "Allegheny Valley Packaging, Inc." — provided, however, that the Seller will grant to the Buyer a non-exclusive, royalty-free transitional license to use such corporate name for a period of six (6) months following the Closing Date, solely for purposes of winding down the transition and notifying customers, vendors, and other third parties of the change in ownership.

4.3: Assumed Liabilities

At the Closing, the Buyer will assume and agree to pay, perform, and discharge the following categories of liabilities and obligations of the Seller (collectively, the "Assumed Liabilities"):

(a) All trade payables and accrued expenses of the Seller arising in the ordinary course of business and outstanding as of the Closing Date, to the extent reflected in the calculation of Net Working Capital;

(b) All post-Closing obligations of the Buyer under the assigned contracts described in Section 4.1(d) above, including post-Closing obligations under the CBA;

(c) All post-Closing product warranty obligations with respect to products of the Business shipped or delivered on or after the Closing Date; and

(d) Current-period real property and personal property taxes applicable to the Acquired Assets, prorated between the Seller and the Buyer as of the Closing Date in accordance with the customary proration methodology set forth in the APA.

4.4: Excluded Liabilities (Retained by Seller)

All liabilities and obligations of the Seller other than the Assumed Liabilities will be retained by and remain the sole responsibility of the Seller (collectively, the "Excluded Liabilities"), including, without limitation, the following:

(a) Pre-Closing Indebtedness. Approximately $14,200,000 in aggregate outstanding indebtedness under the Seller's existing revolving credit facility with Merchants & Traders Bank, N.A., which facility has a total commitment size of $20,000,000 (the "Credit Facility"). The Credit Facility will be paid in full at the Closing from the Seller's share of the sale proceeds, and all liens and security interests securing the Credit Facility will be released at or prior to the Closing;

(b) Pre-Closing Tax Liabilities. All federal, state, and local tax liabilities of the Seller, including any income tax, franchise tax, capital stock tax, sales and use tax, employer withholding tax, and any other tax liabilities, in each case arising out of or attributable to events, operations, or periods occurring or ending on or before the Closing Date, including specifically any tax liabilities identified by the Department in connection with its review of this Notice;

(c) Product Liability Claims. All product liability claims, lawsuits, or demands relating to products of the Business manufactured, shipped, or delivered by the Seller prior to the Closing Date;

(d) Underfunded Pension Obligations. Estimated underfunding of approximately $3,100,000 under the Seller's defined benefit pension plan, as determined by the Seller's actuary as of the most recent valuation date. The pension plan will not be assumed by the Buyer, and the Seller will retain all obligations relating to such plan; and

(e) Transaction Expenses of Seller. All fees, costs, and expenses incurred by or on behalf of the Seller in connection with the negotiation, documentation, and consummation of the transaction, including, without limitation, the fees and expenses of the Seller's legal counsel, Broadmoor Strauss & Kline LLP, and the Seller's investment banker, Veltrano Hargrave & Co.

Section 5: Tax Matters and Known Exposures

The Buyer acknowledges that this Notice is filed to enable the Department to review the Seller's tax accounts with the Commonwealth of Pennsylvania and to determine whether the Seller has any outstanding tax obligations to the Commonwealth. The Buyer respectfully requests that the Department conduct a comprehensive review of all applicable tax accounts of the Seller, including, without limitation, the following categories of taxes:

• Pennsylvania Corporate Net Income Tax;

• Pennsylvania Capital Stock/Franchise Tax (to the extent applicable for prior periods prior to the phase-out of the capital stock tax);

• Pennsylvania Sales and Use Tax;

• Pennsylvania Employer Withholding Tax;

• Pennsylvania Realty Transfer Tax;

• Pennsylvania Unemployment Compensation Tax (UC) and Workers' Compensation assessments; and

• Any other taxes, fees, assessments, penalties, or interest imposed by the Commonwealth of Pennsylvania or any political subdivision thereof.

Buyer's Due Diligence Findings. In connection with the Buyer's due diligence review of the Seller's tax compliance history, the Buyer has identified a potential sales and use tax exposure of approximately $420,000 across three jurisdictions — the Commonwealth of Pennsylvania, the State of Ohio, and the State of West Virginia — for tax periods 2021 through 2024. This potential exposure relates primarily to the Seller's treatment of certain chemical raw materials and coatings as exempt manufacturing inputs, the taxability of which may be subject to differing interpretations under the applicable sales tax statutes and regulations of each jurisdiction. The Seller has agreed to indemnify the Buyer for all pre-Closing tax liabilities under the APA, including any liabilities arising from the foregoing identified exposure, and a portion of the Escrow Amount is intended to secure such indemnification obligation.

S-Corporation Status. As noted in Section 2 above, the Seller has elected and maintained S-corporation status under Subchapter S of the Code for all tax periods since January 1, 2003. Accordingly, gain recognized by the Seller on the sale of the Acquired Assets will be reported and taxed at the shareholder level, and the Seller's shareholders will be individually responsible for the payment of federal and state income taxes on such gain. The Seller has represented to the Buyer that it has not been a C-corporation at any time during the five-year period preceding the anticipated Closing Date, and that no built-in gains tax under Section 1374 of the Code is expected to apply to the asset sale. For Pennsylvania state income tax purposes, the Seller's income is reportable on the Pennsylvania personal income tax returns of the individual shareholders, in accordance with Pennsylvania's treatment of S-corporation income.

Pennsylvania Realty Transfer Tax. The transfer of the Butler Plant real property and the Meadville Plant real property from the Seller to the Buyer will be subject to Pennsylvania Realty Transfer Tax under the Pennsylvania Realty Transfer Tax Act, 72 P.S. §§ 8101-C et seq. Based on the parties' preliminary allocation of a portion of the aggregate Purchase Price to the real property assets, the estimated value of the real property being transferred is approximately $18,000,000. At the combined state and local Realty Transfer Tax rate of 2% (consisting of a 1% state tax and a 1% local tax), the estimated aggregate Realty Transfer Tax liability is approximately $360,000. Pursuant to the terms of the APA, the Realty Transfer Tax will be split equally between the Buyer and the Seller, with each party responsible for approximately $180,000 of the total tax. The final allocation of the Purchase Price among the Acquired Assets, including the allocation to real property, is subject to finalization within ninety (90) days following the Closing in accordance with Section 1060 of the Code, as discussed below.

Purchase Price Allocation. The Buyer and the Seller have agreed that the allocation of the aggregate Purchase Price among the Acquired Assets will be determined within ninety (90) days following the Closing Date, in accordance with the methodology prescribed by Section 1060 of the Code and Treasury Regulation § 1.1060-1. The allocation will be based on the fair market values of the Acquired Assets as of the Closing Date and will be memorialized in a written allocation schedule agreed upon by both parties. The agreed-upon allocation will be reported on IRS Form 8594 (Asset Acquisition Statement Under Section 1060) filed by each party with its respective federal income tax return for the taxable year in which the Closing occurs. The parties have further agreed that the purchase price allocation as reported on IRS Form 8594 will govern all Pennsylvania state tax reporting relating to the transaction, including the determination of the taxable base for Pennsylvania Realty Transfer Tax purposes and the allocation of gain among asset classes for Pennsylvania personal income tax purposes at the shareholder level.

Seller's Independent Auditors. The Seller's financial statements for fiscal years 2022, 2023, and 2024 have been audited by Pendleton & Sawyer CPAs LLP, a certified public accounting firm located at 301 Fifth Avenue, Suite 700, Pittsburgh, PA 15222. The Department may contact the Seller's auditors directly with questions regarding the Seller's financial statements, tax returns, or tax compliance history, subject to the Seller's authorization letter enclosed herewith.

Section 6: Request for Tax Clearance Certificate

The Buyer hereby formally requests that the Department issue a Tax Clearance Certificate (also referred to as a Bulk Sale Clearance Certificate) in connection with the proposed bulk sale transaction described in this Notice, confirming either:

(a) that the Seller has no outstanding tax liabilities to the Commonwealth of Pennsylvania with respect to any taxes, fees, assessments, penalties, or interest administered or collected by the Department; or

(b) if the Seller has any outstanding tax liabilities to the Commonwealth, specifying the precise amount of such liabilities, so that the Buyer and the Seller may make appropriate arrangements — whether by establishment of a tax escrow, withholding from the Purchase Price payable to the Seller at the Closing, or direct payment by the Seller to the Department — to satisfy such liabilities at or prior to the Closing.

The Buyer is aware that, under the provisions of 72 P.S. § 1403 and related Pennsylvania statutes, a purchaser of the assets of a business in a bulk sale or transfer may be held personally liable for any unpaid taxes owed by the seller to the Commonwealth of Pennsylvania, to the extent of the fair market value of the assets transferred or the purchase price paid, whichever is less. This Notice is filed to protect the Buyer against such successor liability and to enable the Department to preserve the Commonwealth's interests in the collection of any outstanding tax obligations of the Seller.

The Buyer understands that, in the event the Department determines that the Seller has outstanding tax liabilities, the Buyer may be required to withhold from the Purchase Price an amount sufficient to satisfy such liabilities and to remit such amount directly to the Department, or to make other arrangements satisfactory to the Department, as a condition to the issuance of the Tax Clearance Certificate. The Buyer is prepared to cooperate fully with the Department in making any such arrangements.

The Buyer respectfully requests that the Department process this Notice and issue the Tax Clearance Certificate on an expedited basis. As described above, the anticipated Closing Date of the transaction is July 31, 2025, and the Buyer requests that the clearance be issued no later than July 17, 2025 (ten business days prior to the Closing Date). In the event the Department requires additional time or information to complete its review, the Buyer requests that the Department notify the undersigned contact attorney promptly, so that the parties may adjust the Closing timeline as necessary.

All correspondence regarding this Notice should be directed to the following persons:

Primary Contact — Buyer's Outside Counsel: Leonard Cross, Partner (Tax) Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7800 Facsimile: (212) 554-7801

Email: leonard.cross@calderwoodharkness.com

With a copy to — Buyer's General Counsel: Sandra K. Liu, General Counsel Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308 Telephone: (330) 762-1100

Email: sliu@crestlinepkg.com

And a copy to — Seller's Counsel: Nathan R. Feldstein, Partner Broadmoor Strauss & Kline LLP 600 Grant Street, Suite 4200 Pittsburgh, PA 15219 Telephone: (412) 392-6100

Email: nfeldstein@bsklegal.com

Section 7: Enclosures

The following documents are enclosed with this Notice for the Department's review and records:

1. Enclosure 1: Copy of the executed Letter of Intent between Crestline Packaging Solutions LLC and Allegheny Valley Packaging, Inc., dated April 10, 2025. In the event the definitive Asset Purchase Agreement is executed prior to the Department's completion of its review, a copy of the executed APA (or relevant excerpts thereof, including schedules pertaining to the Acquired Assets and Assumed Liabilities) will be provided to the Department promptly upon execution.

2. Enclosure 2: Pennsylvania Department of Revenue Bulk Sale Notification Form (Form REV-181, or such other form as may be currently prescribed by the Department), completed and signed by the Buyer.

3. Enclosure 3: Seller's most recent Pennsylvania tax returns, or, in the alternative, written confirmation from the Seller and the Seller's independent auditors, Pendleton & Sawyer CPAs LLP, that copies of the Seller's Pennsylvania corporate tax returns, sales and use tax returns, and employer withholding tax returns for the most recent three (3) fiscal years will be provided directly to the Department upon the Department's request.

4. Enclosure 4: Authorization letter from the Seller, executed by Gerald W. Horvath, President of Allegheny Valley Packaging, Inc., consenting to the release of the Seller's tax information maintained by the Department to the Buyer and the Buyer's counsel, Calderwood & Harkness LLP, for purposes of the Department's review and issuance of the Tax Clearance Certificate in connection with this bulk sale transaction.

Section 8: Certification and Signature block

The undersigned, on behalf of the Buyer, Crestline Packaging Solutions LLC, hereby certifies that the information contained in this Bulk Sale Notice is true, correct, and complete to the best of the undersigned's knowledge, information, and belief. The undersigned further acknowledges that this Notice is submitted for the purpose of obtaining a Tax Clearance Certificate from the Commonwealth of Pennsylvania, Department of Revenue, and that any material misstatement or omission of fact contained herein may result in liability to the Buyer under applicable law.

The undersigned reserves the right to supplement or amend this Notice if additional information becomes available prior to the Closing Date.

BUYER:

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Sandra K. Liu

Title: General Counsel

Date: ________

SELLER:

ALLEGHENY VALLEY PACKAGING, INC.

By: ________

Name: Gerald W. Horvath

Title: President

Date: ________

PREPARED BY:

CALDERWOOD & HARKNESS LLP

By: ________

Name: Leonard Cross

Title: Partner (Tax)

Megan Chu, Associate

600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7800 Facsimile: (212) 554-7801

Matter No. 1006-00006

Appendix A: Contact Information Summary

The following table summarizes the contact information for the principal parties and advisors involved in the transaction that is the subject of this Bulk Sale Notice:

This Bulk Sale Notice and all enclosures are submitted to the Commonwealth of Pennsylvania, Department of Revenue, Bureau of Business Trust Fund Taxes, for the sole purpose of obtaining a Tax Clearance Certificate in connection with the proposed bulk sale transaction described herein. This Notice contains confidential business and financial information of the Buyer and the Seller and should be treated as confidential by the Department to the fullest extent permitted by applicable law, including the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101 et seq. The Buyer and the Seller reserve all rights and defenses available to them under applicable law.

— End of Bulk Sale Notice —

Shareholder	Ownership Percentage
Gerald W. Horvath	72%
Patricia A. Horvath	18%
Michael G. Horvath	10%
Role	Name / Entity	Address	Phone / Email
Buyer	Crestline Packaging Solutions LLC	4100 Commerce Parkway, Suite 800, Akron, OH 44308	(330) 762-1100
Buyer's General Counsel	Sandra K. Liu	4100 Commerce Parkway, Suite 800, Akron, OH 44308	(330) 762-1100 / sliu@crestlinepkg.com
Buyer's Outside Counsel (Tax)	Leonard Cross, Calderwood & Harkness LLP	600 Lexington Avenue, 30th Floor, New York, NY 10022	(212) 554-7800 / leonard.cross@calderwoodharkness.com
Seller	Allegheny Valley Packaging, Inc.	250 Industrial Boulevard, Butler, PA 16001	(724) 283-4500
Seller's President	Gerald W. Horvath	250 Industrial Boulevard, Butler, PA 16001	(724) 283-4500 / gharvath@avpkg.com
Seller's Controller	Diane L. Pulaski	250 Industrial Boulevard, Butler, PA 16001	(724) 283-4515 / dpulaski@avpkg.com
Seller's Counsel	Nathan R. Feldstein, Broadmoor Strauss & Kline LLP	600 Grant Street, Suite 4200, Pittsburgh, PA 15219	(412) 392-6100 / nfeldstein@bsklegal.com
Seller's Auditors	Pendleton & Sawyer CPAs LLP	301 Fifth Avenue, Suite 700, Pittsburgh, PA 15222	(412) 471-3300
Escrow Agent	Atlantic Fiduciary Trust Company	60 Wall Street, 22nd Floor, New York, NY 10005	Robert D. Whitaker, VP / (212) 908-4200
Equity Sponsor (Buyer's Parent)	Ridgeway Capital Partners Fund III, LP	277 Park Avenue, 38th Floor, New York, NY 10172	(212) 756-9000

BULK SALE NOTICE PURSUANT TO 72 P.S. § 1403 AND 73 P.S. §§ 201-1 ET SEQ.
Filed with: Commonwealth of Pennsylvania Department of Revenue Bureau of Business Trust Fund Taxes P.O. Box 280904 Harrisburg, PA 17128-0904
Date of Notice: May 30, 2025
Calderwood & Harkness LLP Matter No.: 1006-00006
Prepared by:
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Leonard Cross, Partner (Tax) Telephone: (212) 554-7800
Email: leonard.cross@calderwoodharkness.com
Megan Chu, Associate Telephone: (212) 554-7845
Email: megan.chu@calderwoodharkness.com
Contact Attorney for All Correspondence:
Leonard Cross, Partner Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7800 Facsimile: (212) 554-7801
Email: leonard.cross@calderwoodharkness.com
Section 1: Introductory Statement and Statutory Basis
This Bulk Sale Notice (this "Notice") is respectfully submitted to the Commonwealth of Pennsylvania, Department of Revenue, Bureau of Business Trust Fund Taxes (the "Department") on behalf of Crestline Packaging Solutions LLC, an Ohio limited liability company (the "Buyer"), pursuant to the bulk sale notification requirements set forth in the Pennsylvania Tax Reform Code of 1971, as amended, including specifically Section 1403 thereof, 72 P.S. § 1403, and the Pennsylvania Uniform Commercial Code provisions governing bulk sales and transfers, 73 P.S. §§ 201-1 et seq., together with all applicable regulations, revenue rulings, and administrative guidance promulgated thereunder.
The purpose of this Notice is to provide the Department with advance written notice of a proposed bulk sale or transfer of substantially all of the assets of Allegheny Valley Packaging, Inc., a Pennsylvania corporation (the "Seller"), used in or related to the Seller's corrugated and specialty packaging manufacturing business conducted within the Commonwealth of Pennsylvania. The transaction is more fully described in Section 4 below and is governed by an Asset Purchase Agreement (the "APA") by and between the Buyer and the Seller, the execution of which is anticipated on or about June 15, 2025.
In connection with this Notice, the Buyer hereby formally requests that the Department issue a Tax Clearance Certificate (also referred to as a Bulk Sale Clearance Certificate) confirming either (a) that the Seller has no outstanding tax liabilities to the Commonwealth of Pennsylvania, or (b) if any such liabilities exist, specifying the precise amount thereof so that the Buyer and Seller may make appropriate arrangements — whether by escrow, withholding from the purchase price, or direct payment — at or prior to the closing of the transaction (the "Closing").
The Buyer respectfully requests that this Notice be processed on an expedited basis. The anticipated Closing Date of the transaction is July 31, 2025, and the Buyer requests that the Department issue the Tax Clearance Certificate no later than ten (10) business days prior to the Closing Date — that is, no later than July 17, 2025 — to permit the parties to finalize closing arrangements in a timely manner.
This Notice is being filed more than sixty (60) days prior to the estimated Closing Date, consistent with the statutory requirements of 72 P.S. § 1403 and the Department's administrative guidance regarding the minimum advance notice period for bulk sale notifications. The Buyer and its counsel are prepared to cooperate fully with the Department and to provide any additional documentation, information, or access that the Department may require to complete its review of the Seller's tax accounts and to issue the requested clearance.
Section 2: Identification of the Seller
The following information is provided with respect to the Seller, Allegheny Valley Packaging, Inc., to enable the Department to identify and review all applicable tax accounts of the Seller maintained by the Commonwealth of Pennsylvania.
Full Legal Name: Allegheny Valley Packaging, Inc.
Trade Name(s) / DBA(s): Allegheny Valley Packaging; AVP
Entity Type: Pennsylvania corporation, incorporated under the laws of the Commonwealth of Pennsylvania. For federal income tax purposes, the Seller has elected and maintains S-corporation status under Subchapter S of the Internal Revenue Code of 1986, as amended (the "Code"). The Seller has been a validly electing S-corporation for all tax periods since January 1, 2003.
PA DOS Entity ID: 6519847
Federal Employer Identification Number (EIN): 25-1784632
Principal Business Address:
250 Industrial Boulevard Butler, PA 16001
Pennsylvania Registered Agent:
Keystone Corporate Services LLC 1500 Market Street, Suite 3500 Philadelphia, PA 19102
Nature of Business: The Seller is engaged in the manufacture of corrugated packaging, folding cartons, specialty chemical-resistant coatings, and food-grade packaging materials. The Seller's products are sold to industrial, commercial, and food-service customers across the eastern and midwestern United States. The Seller has been in continuous operation since its founding in 1972 and currently operates two manufacturing facilities in the Commonwealth of Pennsylvania, as described below.
Pennsylvania Tax Account Numbers: The Seller maintains the following tax accounts with the Commonwealth of Pennsylvania, the specific account numbers for which will be provided directly by the Seller or the Seller's counsel upon request by the Department:
•  Pennsylvania Sales and Use Tax Account
•  Pennsylvania Employer Withholding Tax Account
•  Pennsylvania Corporate Net Income Tax Account
•  Pennsylvania Capital Stock/Franchise Tax Account (applicable for periods prior to the phase-out of the capital stock tax)
•  Any other applicable tax accounts maintained by the Seller with the Department
The Buyer has requested that the Seller provide the specific account numbers for each of the foregoing and authorizes the Department to contact the Seller and the Seller's counsel directly to obtain such information, if necessary.
Authorized Contacts for Seller:
Gerald W. Horvath, President Allegheny Valley Packaging, Inc. 250 Industrial Boulevard Butler, PA 16001 Telephone: (724) 283-4500
Email: gharvath@avpkg.com
Diane L. Pulaski, Controller Allegheny Valley Packaging, Inc. 250 Industrial Boulevard Butler, PA 16001 Telephone: (724) 283-4515
Email: dpulaski@avpkg.com
Seller's Counsel: Nathan R. Feldstein, Partner Broadmoor Strauss & Kline LLP 600 Grant Street, Suite 4200 Pittsburgh, PA 15219 Telephone: (412) 392-6100
Email: nfeldstein@bsklegal.com
Seller's Shareholders: The Seller is privately held, and its issued and outstanding shares of common stock are owned by the following individuals:
All shareholders are natural persons and, to the best of the Buyer's knowledge, are residents of the Commonwealth of Pennsylvania.
Locations of Business Operations in Pennsylvania:
The Seller conducts business operations at two manufacturing facilities located in the Commonwealth of Pennsylvania, as described below:
(a) Butler Plant: 250 Industrial Boulevard Butler, PA 16001
The Butler Plant consists of a manufacturing and warehousing facility of approximately 285,000 square feet situated on approximately 22.5 acres of land in Butler County, Pennsylvania. The Butler Plant serves as the Seller's primary manufacturing facility and corporate headquarters. Approximately 290 full-time and part-time employees are employed at this location. Operations at the Butler Plant include corrugated sheet and box production, folding carton manufacturing, specialty coating application, and warehousing and distribution.
(b) Meadville Plant: 1480 Conneaut Lake Road Meadville, PA 16335
The Meadville Plant consists of a secondary manufacturing and warehousing facility of approximately 110,000 square feet situated on approximately 8.2 acres of land in Crawford County, Pennsylvania. Approximately 50 full-time and part-time employees are employed at this location. Operations at the Meadville Plant include supplemental corrugated packaging production, coating operations, and regional distribution.
Total Pennsylvania Employees: Approximately 340 full-time and part-time employees across both Pennsylvania facilities. The Seller does not conduct business operations in any state other than the Commonwealth of Pennsylvania.
Section 3: Identification of the Buyer (Transferee)
The following information is provided with respect to the Buyer, Crestline Packaging Solutions LLC, to enable the Department to identify the transferee in the proposed bulk sale transaction.
Full Legal Name: Crestline Packaging Solutions LLC
Entity Type: Ohio limited liability company, organized under the laws of the State of Ohio.
Ohio Secretary of State Filing No.: 4287653
Federal Employer Identification Number (EIN): 84-3291047
Principal Business Address:
4100 Commerce Parkway, Suite 800 Akron, OH 44308
Registered Agent in Ohio:
Capitol Statutory Services Inc. 65 East Brightwater, Columbus, OH 43215
Authorized Contacts for Buyer:
Sandra K. Liu, General Counsel Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308 Telephone: (330) 762-1100
Email: sliu@crestlinepkg.com
Buyer's Outside Counsel (Tax): Leonard Cross, Partner Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7800
Email: leonard.cross@calderwoodharkness.com
Nature of Buyer's Business: The Buyer is a mid-market manufacturer of corrugated packaging, industrial containers, and specialty chemical-resistant packaging materials. The Buyer currently operates six manufacturing plants located in the states of Ohio, Indiana, and Kentucky, employing approximately 1,200 individuals across all facilities. The acquisition of the Seller's business will represent the Buyer's first operations in the Commonwealth of Pennsylvania and will expand its geographic footprint into the northeastern United States.
Parent / Equity Sponsor: The Buyer is a portfolio company of Ridgeway Capital Partners Fund III, LP, a Delaware limited partnership with its principal offices at 277 Park Avenue, 38th Floor, New York, NY 10172. The general partner of Ridgeway Capital Partners Fund III, LP is Ridgeway Capital GP III LLC, a Delaware limited liability company. Ridgeway Capital Partners Fund III, LP acquired a controlling equity interest in the Buyer in connection with a leveraged buyout transaction in 2021 and continues to hold a majority equity interest in the Buyer as of the date of this Notice.
Pennsylvania Qualification: As of the date of this Notice, the Buyer is not currently qualified to transact business in the Commonwealth of Pennsylvania as a foreign limited liability company. The Buyer intends to file an application for registration as a foreign limited liability company with the Pennsylvania Department of State prior to or concurrently with the Closing, as required by the Pennsylvania Associations Code, 15 Pa.C.S. § 412. The Buyer will provide the Department with confirmation of such registration and its assigned Pennsylvania entity identification number promptly upon receipt.
Section 4: Description of the Transaction
4.0: Overview.  The transaction that is the subject of this Notice is an asset purchase in which the Buyer is acquiring substantially all of the assets of the Seller used in or related to the Seller's corrugated and specialty packaging manufacturing business (the "Business"), as conducted at the Seller's two Pennsylvania facilities. The transaction is structured as a purchase of assets, and not as a purchase of stock or equity interests of the Seller. The Seller will retain its corporate existence following the Closing and will be responsible for winding up its affairs and satisfying all retained liabilities, including any tax liabilities identified in connection with this Notice.
Governing Agreement: The transaction is governed by that certain Asset Purchase Agreement (the "APA") to be entered into by and between Crestline Packaging Solutions LLC, as Buyer, and Allegheny Valley Packaging, Inc., as Seller.
Estimated APA Execution Date: June 15, 2025. As of the date of this Notice, the parties have executed a binding Letter of Intent dated April 10, 2025, and are in the process of negotiating and finalizing the definitive APA. A copy of the executed Letter of Intent is enclosed with this Notice as Enclosure 1. To the extent the definitive APA is executed prior to the Department's completion of its review, a copy of the executed APA (or relevant excerpts thereof) will be provided to the Department upon request.
Governing Law of APA: The APA will be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles.
Aggregate Purchase Price: The aggregate purchase price for the Acquired Assets (as defined below) is $180,000,000 (One Hundred Eighty Million Dollars) (the "Purchase Price"), subject to customary post-closing adjustments based on the Seller's Net Working Capital, Indebtedness, Transaction Expenses, and Cash as of the Closing Date. The Purchase Price was determined through arm's-length negotiations between the Buyer and the Seller and was informed by the Buyer's due diligence review of the Seller's financial condition, operations, customer relationships, and competitive position.
Form of Consideration: The Purchase Price will be payable in cash at the Closing, less the sum of $9,000,000 (Nine Million Dollars) (the "Escrow Amount"), which will be deposited at the Closing into an escrow account maintained by Atlantic Fiduciary Trust Company, 60 Wall Street, 22nd Floor, New York, NY 10005 (the "Escrow Agent"), pursuant to an Escrow Agreement to be entered into by the Buyer, the Seller, and the Escrow Agent at the Closing. The Escrow Amount will be held and disbursed in accordance with the terms of the Escrow Agreement and is intended to secure the Seller's indemnification obligations under the APA, including obligations with respect to pre-closing tax liabilities.
Anticipated Closing Date: July 31, 2025 (the "Closing Date"). The Closing is expected to occur at the offices of Calderwood & Harkness LLP in New York, New York, or at such other location or by remote electronic exchange of closing documents as the parties may agree.
Outside Date: September 30, 2025. In the event the Closing has not occurred on or before the Outside Date, either party may terminate the APA without further liability to the other party (other than for any prior material breach), subject to the terms and conditions of the APA.
4.1: Assets Being Transferred (Acquired Assets)
The Buyer will acquire substantially all of the assets owned by the Seller and used in or related to the operation of the Business (collectively, the "Acquired Assets"), including, without limitation, the following:
(a) Real Property. The Seller's fee simple interest in the following parcels of real property located in the Commonwealth of Pennsylvania, together with all buildings, structures, fixtures, and improvements situated thereon and all rights, easements, appurtenances, and privileges pertaining thereto:
(i) Butler Plant: 250 Industrial Boulevard, Butler, PA 16001, consisting of a manufacturing and warehousing facility of approximately 285,000 square feet situated on approximately 22.5 acres of land, located in Butler Township, Butler County, Pennsylvania. The real property will be conveyed by special warranty deed.
(ii) Meadville Plant: 1480 Conneaut Lake Road, Meadville, PA 16335, consisting of a manufacturing and warehousing facility of approximately 110,000 square feet situated on approximately 8.2 acres of land, located in Vernon Township, Crawford County, Pennsylvania. The real property will be conveyed by special warranty deed.
(b) Tangible Personal Property. All machinery, equipment, tools, molds, dies, tooling, furniture, fixtures, furnishings, computer hardware, vehicles, rolling stock, raw materials, work-in-process, finished goods inventory, packaging materials, spare parts, supplies, and other tangible personal property owned by the Seller and located at or used in connection with the Butler Plant and the Meadville Plant, as more fully described in the schedules to the APA.
(c) Intangible Personal Property. All intellectual property owned by or licensed to the Seller and used in or related to the Business, including, without limitation:
(i) Trademarks, service marks, trade names, trade dress, logos, and internet domain names, including the "Allegheny Valley Packaging" and "AVP" trade names and associated goodwill (subject to the exclusion of the corporate name as set forth in Section 4.2 below);
(ii) Patents and patent applications, including any patents or patent applications relating to the Seller's proprietary chemical-resistant coating formulations;
(iii) Trade secrets, know-how, proprietary formulations, manufacturing processes, technical data, and confidential business information;
(iv) Copyrights and copyrightable works, including marketing materials, product specifications, and technical manuals;
(v) Customer lists, vendor lists, supplier relationships, and associated goodwill of the Business; and
(vi) All books, records, files, data, correspondence, and documentation relating to the Business (other than excluded corporate records as described in Section 4.2 below).
(d) Assigned Contracts. Approximately forty-seven (47) material contracts to which the Seller is a party and which relate to the operation of the Business, each of which will be assigned to and assumed by the Buyer at the Closing, subject to the receipt of any required third-party consents, including, without limitation:
(i) Customer supply agreements;
(ii) Vendor and raw material supply agreements;
(iii) Equipment leases;
(iv) The collective bargaining agreement between the Seller and the International Paperworkers Union Local 814, effective through December 31, 2026 (the "CBA"), which covers approximately 215 production and maintenance employees at the Butler Plant; and
(v) Service agreements, software licenses, and other operational agreements.
A complete list of the assigned contracts will be set forth in the schedules to the APA.
(e) Permits and Licenses. All governmental permits, licenses, authorizations, approvals, certificates, and registrations held by the Seller and relating to the Business, to the extent transferable under applicable law, including, without limitation:
(i) Pennsylvania Department of Environmental Protection ("PA DEP") Title V Operating Permit for the Butler Plant facility, Permit No. TV-10-00287;
(ii) PA DEP General Permit GP-3 for the Meadville Plant facility;
(iii) All other environmental, health, safety, building, occupancy, and operational permits and licenses; and
(iv) Any certifications or registrations required for the manufacture and distribution of food-grade packaging materials.
The transfer or re-issuance of certain permits and licenses, particularly environmental permits, will be subject to the approval of the issuing governmental authority. The Buyer intends to apply for transfer or re-issuance of all such permits promptly following the Closing, and the Seller has agreed to cooperate fully with the Buyer in connection therewith.
4.2: Excluded Assets
Notwithstanding the broad scope of the Acquired Assets, the following categories of assets are excluded from the transaction and will be retained by the Seller (collectively, the "Excluded Assets"):
(a) All cash and cash equivalents of the Seller, including amounts on deposit in any bank accounts of the Seller;
(b) All tax refunds, tax credits, and tax deposits attributable to pre-Closing tax periods, including any refunds or credits resulting from the filing of amended returns or as a result of audit adjustments;
(c) The Seller's minute books, stock ledgers, corporate seal, certificates of incorporation, bylaws, and other corporate organizational documents and records (the "Excluded Corporate Records");
(d) All insurance policies of the Seller, together with any claims, rights, or proceeds arising thereunder (except to the extent relating to Assumed Liabilities); and
(e) The corporate name "Allegheny Valley Packaging, Inc." — provided, however, that the Seller will grant to the Buyer a non-exclusive, royalty-free transitional license to use such corporate name for a period of six (6) months following the Closing Date, solely for purposes of winding down the transition and notifying customers, vendors, and other third parties of the change in ownership.
4.3: Assumed Liabilities
At the Closing, the Buyer will assume and agree to pay, perform, and discharge the following categories of liabilities and obligations of the Seller (collectively, the "Assumed Liabilities"):
(a) All trade payables and accrued expenses of the Seller arising in the ordinary course of business and outstanding as of the Closing Date, to the extent reflected in the calculation of Net Working Capital;
(b) All post-Closing obligations of the Buyer under the assigned contracts described in Section 4.1(d) above, including post-Closing obligations under the CBA;
(c) All post-Closing product warranty obligations with respect to products of the Business shipped or delivered on or after the Closing Date; and
(d) Current-period real property and personal property taxes applicable to the Acquired Assets, prorated between the Seller and the Buyer as of the Closing Date in accordance with the customary proration methodology set forth in the APA.
4.4: Excluded Liabilities (Retained by Seller)
All liabilities and obligations of the Seller other than the Assumed Liabilities will be retained by and remain the sole responsibility of the Seller (collectively, the "Excluded Liabilities"), including, without limitation, the following:
(a) Pre-Closing Indebtedness. Approximately $14,200,000 in aggregate outstanding indebtedness under the Seller's existing revolving credit facility with Merchants & Traders Bank, N.A., which facility has a total commitment size of $20,000,000 (the "Credit Facility"). The Credit Facility will be paid in full at the Closing from the Seller's share of the sale proceeds, and all liens and security interests securing the Credit Facility will be released at or prior to the Closing;
(b) Pre-Closing Tax Liabilities. All federal, state, and local tax liabilities of the Seller, including any income tax, franchise tax, capital stock tax, sales and use tax, employer withholding tax, and any other tax liabilities, in each case arising out of or attributable to events, operations, or periods occurring or ending on or before the Closing Date, including specifically any tax liabilities identified by the Department in connection with its review of this Notice;
(c) Product Liability Claims. All product liability claims, lawsuits, or demands relating to products of the Business manufactured, shipped, or delivered by the Seller prior to the Closing Date;
(d) Underfunded Pension Obligations. Estimated underfunding of approximately $3,100,000 under the Seller's defined benefit pension plan, as determined by the Seller's actuary as of the most recent valuation date. The pension plan will not be assumed by the Buyer, and the Seller will retain all obligations relating to such plan; and
(e) Transaction Expenses of Seller. All fees, costs, and expenses incurred by or on behalf of the Seller in connection with the negotiation, documentation, and consummation of the transaction, including, without limitation, the fees and expenses of the Seller's legal counsel, Broadmoor Strauss & Kline LLP, and the Seller's investment banker, Veltrano Hargrave & Co.
Section 5: Tax Matters and Known Exposures
The Buyer acknowledges that this Notice is filed to enable the Department to review the Seller's tax accounts with the Commonwealth of Pennsylvania and to determine whether the Seller has any outstanding tax obligations to the Commonwealth. The Buyer respectfully requests that the Department conduct a comprehensive review of all applicable tax accounts of the Seller, including, without limitation, the following categories of taxes:
•  Pennsylvania Corporate Net Income Tax;
•  Pennsylvania Capital Stock/Franchise Tax (to the extent applicable for prior periods prior to the phase-out of the capital stock tax);
•  Pennsylvania Sales and Use Tax;
•  Pennsylvania Employer Withholding Tax;
•  Pennsylvania Realty Transfer Tax;
•  Pennsylvania Unemployment Compensation Tax (UC) and Workers' Compensation assessments; and
•  Any other taxes, fees, assessments, penalties, or interest imposed by the Commonwealth of Pennsylvania or any political subdivision thereof.
Buyer's Due Diligence Findings. In connection with the Buyer's due diligence review of the Seller's tax compliance history, the Buyer has identified a potential sales and use tax exposure of approximately $420,000 across three jurisdictions — the Commonwealth of Pennsylvania, the State of Ohio, and the State of West Virginia — for tax periods 2021 through 2024. This potential exposure relates primarily to the Seller's treatment of certain chemical raw materials and coatings as exempt manufacturing inputs, the taxability of which may be subject to differing interpretations under the applicable sales tax statutes and regulations of each jurisdiction. The Seller has agreed to indemnify the Buyer for all pre-Closing tax liabilities under the APA, including any liabilities arising from the foregoing identified exposure, and a portion of the Escrow Amount is intended to secure such indemnification obligation.
S-Corporation Status. As noted in Section 2 above, the Seller has elected and maintained S-corporation status under Subchapter S of the Code for all tax periods since January 1, 2003. Accordingly, gain recognized by the Seller on the sale of the Acquired Assets will be reported and taxed at the shareholder level, and the Seller's shareholders will be individually responsible for the payment of federal and state income taxes on such gain. The Seller has represented to the Buyer that it has not been a C-corporation at any time during the five-year period preceding the anticipated Closing Date, and that no built-in gains tax under Section 1374 of the Code is expected to apply to the asset sale. For Pennsylvania state income tax purposes, the Seller's income is reportable on the Pennsylvania personal income tax returns of the individual shareholders, in accordance with Pennsylvania's treatment of S-corporation income.
Pennsylvania Realty Transfer Tax. The transfer of the Butler Plant real property and the Meadville Plant real property from the Seller to the Buyer will be subject to Pennsylvania Realty Transfer Tax under the Pennsylvania Realty Transfer Tax Act, 72 P.S. §§ 8101-C et seq. Based on the parties' preliminary allocation of a portion of the aggregate Purchase Price to the real property assets, the estimated value of the real property being transferred is approximately $18,000,000. At the combined state and local Realty Transfer Tax rate of 2% (consisting of a 1% state tax and a 1% local tax), the estimated aggregate Realty Transfer Tax liability is approximately $360,000. Pursuant to the terms of the APA, the Realty Transfer Tax will be split equally between the Buyer and the Seller, with each party responsible for approximately $180,000 of the total tax. The final allocation of the Purchase Price among the Acquired Assets, including the allocation to real property, is subject to finalization within ninety (90) days following the Closing in accordance with Section 1060 of the Code, as discussed below.
Purchase Price Allocation. The Buyer and the Seller have agreed that the allocation of the aggregate Purchase Price among the Acquired Assets will be determined within ninety (90) days following the Closing Date, in accordance with the methodology prescribed by Section 1060 of the Code and Treasury Regulation § 1.1060-1. The allocation will be based on the fair market values of the Acquired Assets as of the Closing Date and will be memorialized in a written allocation schedule agreed upon by both parties. The agreed-upon allocation will be reported on IRS Form 8594 (Asset Acquisition Statement Under Section 1060) filed by each party with its respective federal income tax return for the taxable year in which the Closing occurs. The parties have further agreed that the purchase price allocation as reported on IRS Form 8594 will govern all Pennsylvania state tax reporting relating to the transaction, including the determination of the taxable base for Pennsylvania Realty Transfer Tax purposes and the allocation of gain among asset classes for Pennsylvania personal income tax purposes at the shareholder level.
Seller's Independent Auditors. The Seller's financial statements for fiscal years 2022, 2023, and 2024 have been audited by Pendleton & Sawyer CPAs LLP, a certified public accounting firm located at 301 Fifth Avenue, Suite 700, Pittsburgh, PA 15222. The Department may contact the Seller's auditors directly with questions regarding the Seller's financial statements, tax returns, or tax compliance history, subject to the Seller's authorization letter enclosed herewith.
Section 6: Request for Tax Clearance Certificate
The Buyer hereby formally requests that the Department issue a Tax Clearance Certificate (also referred to as a Bulk Sale Clearance Certificate) in connection with the proposed bulk sale transaction described in this Notice, confirming either:
(a) that the Seller has no outstanding tax liabilities to the Commonwealth of Pennsylvania with respect to any taxes, fees, assessments, penalties, or interest administered or collected by the Department; or
(b) if the Seller has any outstanding tax liabilities to the Commonwealth, specifying the precise amount of such liabilities, so that the Buyer and the Seller may make appropriate arrangements — whether by establishment of a tax escrow, withholding from the Purchase Price payable to the Seller at the Closing, or direct payment by the Seller to the Department — to satisfy such liabilities at or prior to the Closing.
The Buyer is aware that, under the provisions of 72 P.S. § 1403 and related Pennsylvania statutes, a purchaser of the assets of a business in a bulk sale or transfer may be held personally liable for any unpaid taxes owed by the seller to the Commonwealth of Pennsylvania, to the extent of the fair market value of the assets transferred or the purchase price paid, whichever is less. This Notice is filed to protect the Buyer against such successor liability and to enable the Department to preserve the Commonwealth's interests in the collection of any outstanding tax obligations of the Seller.
The Buyer understands that, in the event the Department determines that the Seller has outstanding tax liabilities, the Buyer may be required to withhold from the Purchase Price an amount sufficient to satisfy such liabilities and to remit such amount directly to the Department, or to make other arrangements satisfactory to the Department, as a condition to the issuance of the Tax Clearance Certificate. The Buyer is prepared to cooperate fully with the Department in making any such arrangements.
The Buyer respectfully requests that the Department process this Notice and issue the Tax Clearance Certificate on an expedited basis. As described above, the anticipated Closing Date of the transaction is July 31, 2025, and the Buyer requests that the clearance be issued no later than July 17, 2025 (ten business days prior to the Closing Date). In the event the Department requires additional time or information to complete its review, the Buyer requests that the Department notify the undersigned contact attorney promptly, so that the parties may adjust the Closing timeline as necessary.
All correspondence regarding this Notice should be directed to the following persons:
Primary Contact — Buyer's Outside Counsel: Leonard Cross, Partner (Tax) Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7800 Facsimile: (212) 554-7801
Email: leonard.cross@calderwoodharkness.com
With a copy to — Buyer's General Counsel: Sandra K. Liu, General Counsel Crestline Packaging Solutions LLC 4100 Commerce Parkway, Suite 800 Akron, OH 44308 Telephone: (330) 762-1100
Email: sliu@crestlinepkg.com
And a copy to — Seller's Counsel: Nathan R. Feldstein, Partner Broadmoor Strauss & Kline LLP 600 Grant Street, Suite 4200 Pittsburgh, PA 15219 Telephone: (412) 392-6100
Email: nfeldstein@bsklegal.com
Section 7: Enclosures
The following documents are enclosed with this Notice for the Department's review and records:
1.  Enclosure 1: Copy of the executed Letter of Intent between Crestline Packaging Solutions LLC and Allegheny Valley Packaging, Inc., dated April 10, 2025. In the event the definitive Asset Purchase Agreement is executed prior to the Department's completion of its review, a copy of the executed APA (or relevant excerpts thereof, including schedules pertaining to the Acquired Assets and Assumed Liabilities) will be provided to the Department promptly upon execution.
2.  Enclosure 2: Pennsylvania Department of Revenue Bulk Sale Notification Form (Form REV-181, or such other form as may be currently prescribed by the Department), completed and signed by the Buyer.
3.  Enclosure 3: Seller's most recent Pennsylvania tax returns, or, in the alternative, written confirmation from the Seller and the Seller's independent auditors, Pendleton & Sawyer CPAs LLP, that copies of the Seller's Pennsylvania corporate tax returns, sales and use tax returns, and employer withholding tax returns for the most recent three (3) fiscal years will be provided directly to the Department upon the Department's request.
4.  Enclosure 4: Authorization letter from the Seller, executed by Gerald W. Horvath, President of Allegheny Valley Packaging, Inc., consenting to the release of the Seller's tax information maintained by the Department to the Buyer and the Buyer's counsel, Calderwood & Harkness LLP, for purposes of the Department's review and issuance of the Tax Clearance Certificate in connection with this bulk sale transaction.
Section 8: Certification and Signature block
The undersigned, on behalf of the Buyer, Crestline Packaging Solutions LLC, hereby certifies that the information contained in this Bulk Sale Notice is true, correct, and complete to the best of the undersigned's knowledge, information, and belief. The undersigned further acknowledges that this Notice is submitted for the purpose of obtaining a Tax Clearance Certificate from the Commonwealth of Pennsylvania, Department of Revenue, and that any material misstatement or omission of fact contained herein may result in liability to the Buyer under applicable law.
The undersigned reserves the right to supplement or amend this Notice if additional information becomes available prior to the Closing Date.
BUYER:
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Sandra K. Liu
Title: General Counsel
Date: ________
SELLER:
ALLEGHENY VALLEY PACKAGING, INC.
By: ________
Name: Gerald W. Horvath
Title: President
Date: ________
PREPARED BY:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Leonard Cross
Title: Partner (Tax)
Megan Chu, Associate
600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7800 Facsimile: (212) 554-7801
Matter No. 1006-00006
Appendix A: Contact Information Summary
The following table summarizes the contact information for the principal parties and advisors involved in the transaction that is the subject of this Bulk Sale Notice:
This Bulk Sale Notice and all enclosures are submitted to the Commonwealth of Pennsylvania, Department of Revenue, Bureau of Business Trust Fund Taxes, for the sole purpose of obtaining a Tax Clearance Certificate in connection with the proposed bulk sale transaction described herein. This Notice contains confidential business and financial information of the Buyer and the Seller and should be treated as confidential by the Department to the fullest extent permitted by applicable law, including the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101 et seq. The Buyer and the Seller reserve all rights and defenses available to them under applicable law.
— End of Bulk Sale Notice —
Shareholder | Ownership Percentage
Gerald W. Horvath | 72%
Patricia A. Horvath | 18%
Michael G. Horvath | 10%
Role | Name / Entity | Address | Phone / Email
Buyer | Crestline Packaging Solutions LLC | 4100 Commerce Parkway, Suite 800, Akron, OH 44308 | (330) 762-1100
Buyer's General Counsel | Sandra K. Liu | 4100 Commerce Parkway, Suite 800, Akron, OH 44308 | (330) 762-1100 / sliu@crestlinepkg.com
Buyer's Outside Counsel (Tax) | Leonard Cross, Calderwood & Harkness LLP | 600 Lexington Avenue, 30th Floor, New York, NY 10022 | (212) 554-7800 / leonard.cross@calderwoodharkness.com
Seller | Allegheny Valley Packaging, Inc. | 250 Industrial Boulevard, Butler, PA 16001 | (724) 283-4500
Seller's President | Gerald W. Horvath | 250 Industrial Boulevard, Butler, PA 16001 | (724) 283-4500 / gharvath@avpkg.com
Seller's Controller | Diane L. Pulaski | 250 Industrial Boulevard, Butler, PA 16001 | (724) 283-4515 / dpulaski@avpkg.com
Seller's Counsel | Nathan R. Feldstein, Broadmoor Strauss & Kline LLP | 600 Grant Street, Suite 4200, Pittsburgh, PA 15219 | (412) 392-6100 / nfeldstein@bsklegal.com
Seller's Auditors | Pendleton & Sawyer CPAs LLP | 301 Fifth Avenue, Suite 700, Pittsburgh, PA 15222 | (412) 471-3300
Escrow Agent | Atlantic Fiduciary Trust Company | 60 Wall Street, 22nd Floor, New York, NY 10005 | Robert D. Whitaker, VP / (212) 908-4200
Equity Sponsor (Buyer's Parent) | Ridgeway Capital Partners Fund III, LP | 277 Park Avenue, 38th Floor, New York, NY 10172 | (212) 756-9000

BULK SALE NOTICE PURSUANT TO 72 P.S. § 1403 AND 73 P.S. §§ 201-1 ET SEQ.

CRESTLINE PACKAGING SOLUTIONS LLC

SELLER:

ALLEGHENY VALLEY PACKAGING, INC.

PREPARED BY:

CALDERWOOD & HARKNESS LLP

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