[sheet: Cover]
Field | Value
Transaction | Asset Purchase of Substantially All Assets of Allegheny Valley Packaging, Inc.
Buyer | Crestline Packaging Solutions LLC
Seller | Allegheny Valley Packaging, Inc.
Purchase Price | $180,000,000
Matter No. | 1006-00006
Buyer's Counsel | Calderwood & Harkness LLP
Seller's Counsel | Broadmoor Strauss & Kline LLP
Governing Law | New York
Estimated APA Execution Date | June 15, 2025
Estimated Closing Date | July 31, 2025
Outside Date (Drop-Dead Date) | September 30, 2025
Prepared By | Megan Chu / Derek Okonkwo — Calderwood & Harkness LLP
Last Updated | May 28, 2025
Responsible Partner | Harrison Wexford
[sheet: Regulatory Approvals]
Item No. | Regulatory Body / Agency | Approval / Filing Description | Reference / Permit No. | Applicable Facility or Asset | Responsible Party | Responsible Attorney | Filing / Submission Deadline | Date Filed / Submitted | Approval / Clearance Received | Status | Condition to Closing? | Notes
1 | FTC / DOJ | Hart-Scott-Rodino Act Pre-Merger Notification Filing | N/A | All Acquired Assets | Crestline Packaging Solutions LLC | Harrison Wexford | N/A | N/A | N/A | Not Required | No | Filing threshold analysis completed by Calderwood & Harkness LLP; no HSR filing required based on applicable size-of-person and size-of-transaction thresholds after asset carve-out analysis (excluded assets include cash, tax refunds, and certain other items). See HSR Act Analysis Memorandum.
2 | Pennsylvania Department of Revenue | PA Bulk Sale Tax Clearance Certificate | N/A | All Acquired Assets (Bulk Transfer) | Allegheny Valley Packaging, Inc. (Seller) | Leonard Cross / Megan Chu | June 1, 2025 (at least 60 days prior to Closing) | In Progress | Yes | Bulk Sale Notice to be filed with PA Department of Revenue identifying Seller (EIN 25-1784632) and Buyer (EIN 84-3291047). Tax clearance certificate required prior to closing. Coordinated with Leonard Cross (Tax). See PA Bulk Sale Notice document.
3 | Pennsylvania Department of Environmental Protection (PA DEP) | Transfer / Re-Issuance of Title V Operating Permit | TV-10-00287 | Butler Plant — 250 Industrial Boulevard, Butler, PA 16001 | Crestline Packaging Solutions LLC (Buyer) / Allegheny Valley Packaging, Inc. (Seller) | Derek Okonkwo | Prior to or promptly following Closing | In Progress | Yes (or post-closing condition) | Title V air quality operating permit for the Butler facility (285,000 sq. ft. on 22.5 acres). Buyer to apply for transfer or re-issuance in Crestline's name. Coordinate with Greenvale Environmental Sciences LLC (Dr. Alicia Fernandez).
4 | Pennsylvania Department of Environmental Protection (PA DEP) | Transfer / Re-Issuance of General Permit GP-3 | GP-3 | Meadville Plant — 1480 Conneaut Lake Road, Meadville, PA 16335 | Crestline Packaging Solutions LLC (Buyer) / Allegheny Valley Packaging, Inc. (Seller) | Derek Okonkwo | Prior to or promptly following Closing | In Progress | Yes (or post-closing condition) | General Permit GP-3 for the Meadville facility (110,000 sq. ft. on 8.2 acres). Phase I ESA identified no RECs at Meadville. Buyer to apply for transfer or re-issuance.
5 | Pennsylvania Department of Revenue / applicable state taxing authorities | Sales/Use Tax Clearance — PA, OH, WV | N/A | All Acquired Assets | Allegheny Valley Packaging, Inc. (Seller) | Leonard Cross | Prior to Closing | In Progress | No (indemnification coverage) | Diligence identified potential sales/use tax exposure of approximately $420,000 across PA, OH, and WV for periods 2021–2024. Seller to indemnify Buyer for pre-closing sales/use tax liabilities per APA.
6 | International Paperworkers Union Local 814 | Union Notification — Successor Employer Obligations under Collective Bargaining Agreement | CBA effective April 1, 2024; expires March 31, 2027 | Butler Plant — 250 Industrial Boulevard, Butler, PA 16001 (~185 hourly employees) | Crestline Packaging Solutions LLC (Buyer) / Allegheny Valley Packaging, Inc. (Seller) | Megan Chu | Prior to Closing (per CBA requirements) | Not Started | Yes | Buyer will assume CBA as successor employer covering approximately 185 hourly employees at the Butler facility. Notification to IPU Local 814 required regarding change of ownership. CBA expires March 31, 2027. Review successorship provisions and any required bargaining obligations.
7 | Pennsylvania Secretary of State / applicable state Secretaries of State | Good Standing Certificates — Seller and Buyer | AVP PA DOS Entity ID: 6519847; CPS Ohio SOS Filing No.: 4287653 | N/A | Both parties | Derek Okonkwo | Within 5 business days prior to Closing | Not Started | Yes | Good standing certificates for AVP (Pennsylvania) and CPS (Ohio). CPS registered agent: Capitol Statutory Services Inc., 65 East Ashbury Asset Advisors, Columbus, OH 43215. AVP registered agent: Keystone Corporate Services LLC, 1500 Market Street, Suite 3500, Philadelphia, PA 19102.
8 | Pennsylvania Department of Revenue | PA Realty Transfer Tax — Payment and Filing | N/A | Butler Property and Meadville Property (Special Warranty Deeds) | Buyer and Seller (split equally) | Leonard Cross / Derek Okonkwo | At Closing | Not Started | Yes | 2% combined state and local realty transfer tax. Estimated at approximately $360,000 based on estimated real property allocation of ~$18,000,000 (final allocation TBD per IRC §1060 post-closing). Split equally: ~$180,000 each party. Applicable to deeds for Butler (250 Industrial Blvd) and Meadville (1480 Conneaut Lake Rd) properties.
[sheet: Third-Party Consents]
Item No. | Contract / Agreement Description | Counterparty | Contract Type | Facility / Business Line | Consent Requirement | Consent Request Sent | Consent Received | Responsible Party — Seller or Buyer | Responsible Attorney | Status | Condition to Closing? | Materiality | Notes
1 | Containerboard Supply Agreement | Consolidated Linerboard Corp. | Vendor Supply | Butler & Meadville Plants | Assignment Consent | Seller (initial contact); Buyer (follow-up) | Megan Chu | Not Started | Yes | Material | Key raw material supplier (containerboard). Principal supply agreement for both facilities. Critical to ongoing operations.
2 | Customer Supply Agreement — Penmark Partners LLC | Penmark Partners LLC | Customer Supply | Butler Plant | Assignment Consent | Seller | Derek Okonkwo | Not Started | Commercially Reasonable Efforts | Material | Top 10 customer. Top 10 customers account for approximately 62% of AVP's TTM revenue (~$95,000,000).
3 | Customer Supply Agreement — Atlas Consumer Products Inc. | Atlas Consumer Products Inc. | Customer Supply | Butler Plant | Assignment Consent | Seller | Derek Okonkwo | Not Started | Commercially Reasonable Efforts | Material | Top 10 customer.
4 | Customer Supply Agreement — Great Lakes Beverage Co. | Great Lakes Beverage Co. | Customer Supply | Meadville Plant | Assignment Consent | Seller | Derek Okonkwo | Not Started | Commercially Reasonable Efforts | Material | Top 10 customer.
5 | Customer Supply Agreement — Horizon Paper & Packaging Corp. | Horizon Paper & Packaging Corp. | Customer Supply | Butler Plant | Assignment Consent | Seller | Derek Okonkwo | Not Started | Commercially Reasonable Efforts | Material | Top 10 customer.
6 | Vendor Supply Agreement — ChemGuard Specialty Coatings LLC | ChemGuard Specialty Coatings LLC | Vendor Supply | Butler Plant | Assignment Consent | Seller | Megan Chu | Not Started | Commercially Reasonable Efforts | Material | Specialty chemical-resistant coatings raw material supplier.
7 | Vendor Supply Agreement — Pinnacle Packaging Films Inc. | Pinnacle Packaging Films Inc. | Vendor Supply | Butler & Meadville Plants | Assignment Consent | Seller | Megan Chu | Not Started | Commercially Reasonable Efforts | Material | Packaging film and materials supplier.
8 | Equipment Lease — BHS Corrugator System | Marquette Industrial Leasing Corp. | Equipment Lease | Butler Plant | Assignment Consent | Seller | Derek Okonkwo | Not Started | Yes | Material | Major production equipment lease at Butler facility.
9 | Equipment Lease — Heidelberg Flexo Printing Press | Northern Equipment Finance LLC | Equipment Lease | Meadville Plant | Assignment Consent | Seller | Derek Okonkwo | Not Started | Commercially Reasonable Efforts | Material | Printing and finishing equipment lease at Meadville facility.
10 | Customer Supply Agreement — Tri-State Dairy Cooperative | Tri-State Dairy Cooperative | Customer Supply | Butler & Meadville Plants | Assignment Consent | Seller | Derek Okonkwo | Not Started | Commercially Reasonable Efforts | Material | Top 10 customer — food-grade packaging.
11 | Vendor Supply Agreement — Spectrum Ink & Dye Technologies Inc. | Spectrum Ink & Dye Technologies Inc. | Vendor Supply | Butler Plant | Assignment Consent | Seller | Megan Chu | Not Started | Commercially Reasonable Efforts | Material | Specialty ink and dye supplier for printing operations.
12 | IT Services / Software License Agreement — Harborline Software | Meridian Digital Solutions LLC | Other | All Facilities | Assignment Consent | Seller | Derek Okonkwo | Not Started | Commercially Reasonable Efforts | Material | ERP / manufacturing software license. Consider overlap with Transition Services Agreement (IT migration support for up to 120 days post-closing at cost plus 5%).
SUMMARY
Total Consents Required | 12
Consents Received | 0
Consents Pending | 12
[sheet: Other Notifications & Filings]
Item No. | Description | Recipient / Agency | Requirement Type | Responsible Party | Responsible Attorney | Deadline | Date Completed | Status | Notes
1 | Payoff of AVP Existing Revolving Credit Facility — Outstanding Balance ~$14,200,000 | Merchants & Traders Bank | Payoff | Allegheny Valley Packaging, Inc. (Seller) | Megan Chu | At Closing | In Progress | Revolving facility size: $20,000,000; outstanding balance approximately $14,200,000. Pre-closing indebtedness to be repaid from closing proceeds. Payoff letter to be obtained. Excluded Liability under the APA.
2 | UCC-3 Termination Statements — Release of Seller's Existing Lender Liens | Merchants & Traders Bank (secured party) | Filing | Allegheny Valley Packaging, Inc. (Seller) | Derek Okonkwo | At Closing | Not Started | Obtain UCC-3 termination statements to release liens on Acquired Assets held by Merchants & Traders Bank under AVP's revolving facility.
3 | Title Insurance Commitments — Butler and Meadville Properties | Sentinel Title Insurance Corporation (via Great Lakes Title & Escrow Inc.) | Other | Crestline Packaging Solutions LLC (Buyer) | Derek Okonkwo | Prior to Closing | In Progress | Title commitments to be issued by Sentinel Title Insurance Corporation. Title and survey work coordinated through Great Lakes Title & Escrow Inc., 127 Public Square, Suite 1000, Cleveland, OH 44114.
4 | Employee Notification — WARN Act Compliance | AVP Employees (~340 total: ~290 Butler, ~50 Meadville) | Notice | Crestline Packaging Solutions LLC (Buyer) / Allegheny Valley Packaging, Inc. (Seller) | Megan Chu | 60 days prior to Closing if applicable | In Progress | Buyer intends to extend offers to substantially all AVP employees. WARN Act analysis being prepared. See Employee and Benefits Transition Memorandum.
5 | 401(k) Plan — Notice of Non-Assumption | Patriot Plan Administrators LLC | Notice | Allegheny Valley Packaging, Inc. (Seller) | Megan Chu | At or prior to Closing | Not Started | AVP's 401(k) Profit Sharing Plan (administered through Patriot Plan Administrators LLC) will NOT be assumed by Buyer. Notification to plan administrator and participants required.
6 | Escrow Deposit — $9,000,000 to Atlantic Fiduciary Trust Company | Atlantic Fiduciary Trust Company (Robert D. Whitaker, VP) | Other | Crestline Packaging Solutions LLC (Buyer) | Megan Chu | At Closing | Not Started | Escrow Amount = 5% × $180,000,000 = $9,000,000. Release 18 months post-closing, net of pending indemnification claims. Escrow agent at 60 Wall Street, 22nd Floor, New York, NY 10005. See Escrow Agreement and Escrow Instructions letter.
7 | R&W Insurance Policy — Binding | Northbridge Specialty Insurance Company (via Greystone Marsh Advisory LLC — Philip J. Tanaka) | Other | Crestline Packaging Solutions LLC (Buyer) | Harrison Wexford | At or prior to Closing | In Progress | Policy No. NSW-2025-07812. Coverage limit: $18,000,000 (10% of Purchase Price). Retention: $1,800,000 (1%, drops to $900,000 after 12 months). Estimated premium: $540,000 plus $50,000 underwriting fee. 100% Buyer cost. See R&W Insurance Coverage Analysis memo.
8 | Transitional License — 'Allegheny Valley Packaging, Inc.' Corporate Name | Allegheny Valley Packaging, Inc. (Seller) | Other | Crestline Packaging Solutions LLC (Buyer) | Derek Okonkwo | At Closing (included in APA/IP Assignment) | Not Started | Corporate name 'Allegheny Valley Packaging, Inc.' is an Excluded Asset but subject to a 6-month transitional license post-closing per the IP Assignment Agreement.
9 | Financing — Drawdown of $130,000,000 Incremental Term Loan | Pinnacle National Bank, N.A. (Katherine M. Sweeney, Relationship Manager) | Other | Crestline Packaging Solutions LLC (Buyer) | Harrison Wexford / Megan Chu | At Closing (commitment expires August 20, 2025) | In Progress | Amendment No. 3 to Existing Credit Agreement (dated November 15, 2021). Reference: PCL-2025-04-1187. SOFR + 375 bps (50 bps floor). Ticking fee of 25 bps/annum on undrawn commitments commencing June 21, 2025. Syndicate lenders: Commonwealth Merchant Bank, Heartland Commercial Finance LLC. Pre-closing conditions letter to be delivered. See letter to Pinnacle re: Satisfaction of Closing Conditions.
10 | Equity Contribution — $50,000,000 from Ridgeway Capital Partners Fund III, LP | Ridgeway Capital Partners Fund III, LP (Julian C. Adler / Francesca DiNardo) | Other | Crestline Packaging Solutions LLC (Buyer) | Harrison Wexford | At Closing | Not Started | Equity commitment letter dated April 22, 2025. Ridgeway GP: Ridgeway Capital GP III LLC (Delaware LLC). Fund address: 277 Park Avenue, 38th Floor, New York, NY 10172. See Equity Commitment Letter and Limited Guarantee.
SUMMARY
Total Items | 10
Completed | 0
In Progress | 6
Not Started | 4
[sheet: Summary Dashboard]
Category | Total Items | Not Started | In Progress | Filed / Sent | Completed / Received | Not Required | Earliest Deadline | Critical Path Items
Regulatory Approvals | 8 | 2 | 5 | 0 | 0 | 1 | June 1, 2025 (PA Bulk Sale — 60 days prior to July 31 Closing) | PA Bulk Sale Tax Clearance; PA DEP Permit Transfers (TV-10-00287, GP-3); Union Notification (IPU Local 814)
Third-Party Contract Consents | 12 | 12 | 0 | 0 | 0 | 0 | Prior to Closing (July 31, 2025) | Consolidated Linerboard Corp. supply agreement; Top customer agreements; Equipment leases
Other Notifications & Filings | 10 | 4 | 6 | 0 | 0 | 0 | At Closing (July 31, 2025) | Merchants & Traders Bank payoff ($14.2M); Pinnacle term loan drawdown ($130M); Ridgeway equity ($50M); Escrow deposit ($9M)
TOTAL | 30 | 18 | 11 | 0 | 0 | 1 | June 1, 2025