[sheet: Summary]

[sheet: Summary]
Field | Value
Document | Master Closing Checklist
Prepared By | Calderwood & Harkness LLP
C&H Matter No. | 1006-00008
Responsible Partner | James Prentice
Billing Partner | Sandra Tung
Lead Associate | Derek Okonkwo
Working Associate | Tiffany Rosenthal
Tax Specialist Partner | Sylvia Hartwell
Transaction | Asset Purchase of Lakewood Regional Health Partners, LLC by Crestline Packaging Solutions LLC
Buyer | Crestline Packaging Solutions LLC, a Delaware limited liability company
Buyer Address | 8400 Scioto Darby Road, Suite 300, Columbus, OH 43228
Buyer EIN | 83-2947561
Buyer Parent | CPS Holdings, Inc., a Delaware corporation (EIN: 83-2940187)
Buyer Sponsor | Pinnacle River Capital Partners, LP, a Delaware limited partnership (EIN: 36-7829415)
Sponsor GP | Pinnacle River GP IV, LLC, a Delaware limited liability company
Sponsor Address | 200 South Wacker Drive, Suite 3100, Chicago, IL 60606
Seller | Lakewood Regional Health Partners, LLC, a New York limited liability company
Seller Address | 450 East Ridge Road, Rochester, NY 14621
Seller EIN | 46-5183294
Seller Principal (60%) | Dr. Raymond Alcott, Co-Managing Member
Seller Principal (40%) | Dr. Nadia Petrosian, Co-Managing Member / Medical Director
Purchase Price | $140,000,000
Implied EBITDA Multiple | ~8.7x (TTM Adjusted EBITDA of $16,100,000 as of 3/31/2025)
Closing Cash Consideration | $119,000,000 ($84,000,000 debt + $35,000,000 equity)
Indemnification Escrow | $35,000,000 (25% of Purchase Price)
Purchase Price Adjustment Escrow | $3,500,000 (2.5% of Purchase Price)
Working Capital Target | $6,200,000 (±$500,000 collar)
LOI Execution Date | April 14, 2025
LOI Exclusivity Expiration | June 30, 2025
APA Target Execution Date | June 16, 2025
Estimated Closing Date | August 15, 2025
Working Capital True-Up Deadline | November 13, 2025 (Closing + 90 days)
General Reps Survival | 18 months (expires February 15, 2027)
Fundamental Reps Survival | 36 months (expires August 15, 2028)
Last Updated | June 2, 2025
Status | DRAFT
[sheet: Closing Checklist]
Item No. | Category | Description | Responsible Party | Counterparty / Recipient | Due Date | Status | Date Completed | Notes / Comments | Document Attached
1.1 | I. Transaction Documents — Asset Purchase Agreement | Execution and delivery of Asset Purchase Agreement by and among Crestline Packaging Solutions LLC, Lakewood Regional Health Partners, LLC, Dr. Raymond Alcott, and Dr. Nadia Petrosian | All Parties | All Parties | 2025-06-16 | In Progress | Target APA execution date June 16, 2025; closing anticipated August 15, 2025 | N
1.2 | I. Transaction Documents — Asset Purchase Agreement | Disclosure Schedules (Seller) — final, executed version | Seller / WAG | Buyer / C&H | 2025-06-16 | In Progress | Whitfield, Ames & Greer LLP (Catherine Greer / Tomás Delgado) preparing | N
1.3 | I. Transaction Documents — Asset Purchase Agreement | Disclosure Schedules (Buyer) — final, executed version | Buyer / C&H | Seller / WAG | 2025-06-16 | In Progress | N
1.4 | I. Transaction Documents — Bill of Sale | Execution and delivery of Bill of Sale | Seller | Buyer | 2025-08-15 | Not Started | To be delivered at closing | N
1.5 | I. Transaction Documents — Assignment and Assumption Agreement | Execution and delivery of Assignment and Assumption Agreement (Assumed Liabilities including Accrued PTO of approximately $1,340,000 and Marlowe Asset Management MEF imaging equipment leases with aggregate balance of $2,870,000) | Seller / Buyer | All Parties | 2025-08-15 | Not Started | Includes assumed leases (Marlowe Asset Management schedules VML-2023-1140, VML-2023-1141, VML-2024-0219) with expirations March 2026 – November 2027 | N
1.6 | I. Transaction Documents — IP Assignment Agreement | Execution and delivery of intellectual Property Assignment Agreement | Seller | Buyer | 2025-08-15 | Not Started | N
1.7 | I. Transaction Documents — Transition Services Agreement | Execution and delivery of Transition Services Agreement | Seller / Buyer | All Parties | 2025-08-15 | Not Started | N
2.1 | II. Ancillary Agreements — Consulting Agreement (Alcott) | Execution and delivery of Consulting Agreement with Dr. Raymond Alcott — $450,000/year for 2 years | Dr. Raymond Alcott / Buyer | All Parties | 2025-08-15 | Not Started | Term: Closing through August 15, 2027; residence at 14 Tobey Trail, Pittsford, NY 14534 | N
2.2 | II. Ancillary Agreements — Consulting Agreement (Petrosian) | Execution and delivery of Consulting Agreement with Dr. Nadia Petrosian — $375,000/year for 2 years | Dr. Nadia Petrosian / Buyer | All Parties | 2025-08-15 | Not Started | Term: Closing through August 15, 2027; residence at 2801 Elmwood Avenue, Brighton, NY 14618 | N
2.3 | II. Ancillary Agreements — Non-Competition Agreement (Alcott) | Execution and delivery of Non-Competition and Non-Solicitation Agreement — Dr. Raymond Alcott; 75-mile radius from any Lakewood clinic location; 3 years post-closing | Dr. Raymond Alcott | Buyer | 2025-08-15 | Not Started | Expires August 15, 2028 | N
2.4 | II. Ancillary Agreements — Non-Competition Agreement (Petrosian) | Execution and delivery of Non-Competition and Non-Solicitation Agreement — Dr. Nadia Petrosian; 75-mile radius from any Lakewood clinic location; 3 years post-closing | Dr. Nadia Petrosian | Buyer | 2025-08-15 | Not Started | Expires August 15, 2028 | N
3.1 | III. Escrow — Indemnification Escrow Agreement | Execution and delivery of Indemnification Escrow Agreement by Buyer, Seller, and Apex Title & Escrow Services, LLC (Escrow Agent); $35,000,000 deposit | All Parties / Apex Title | Apex Title & Escrow Services, LLC | 2025-08-15 | Not Started | Escrow Agent: Denise Kowalski, Escrow Officer; Apex address: 1 Penn Plaza, Suite 4210, New York, NY 10119; Cap: $35,000,000 (25% of Purchase Price) | N
3.2 | III. Escrow — Purchase Price Adjustment Escrow Agreement | Execution and delivery of Purchase Price Adjustment Escrow Agreement; $3,500,000 deposit (2.5% of Purchase Price) | All Parties / Apex Title | Apex Title & Escrow Services, LLC | 2025-08-15 | Not Started | Working Capital Target: $6,200,000; Collar: ±$500,000; True-Up Deadline: November 13, 2025 | N
3.3 | III. Escrow — Deposit of Indemnification Escrow Funds | Wire transfer of $35,000,000 to Indemnification Escrow Account at Apex Title & Escrow Services, LLC | Buyer (from closing proceeds) | Apex Title & Escrow Services, LLC | 2025-08-15 | Not Started | Deducted from purchase price at closing per Funds Flow Memorandum | N
3.4 | III. Escrow — Deposit of Purchase Price Adjustment Escrow Funds | Wire transfer of $3,500,000 to Purchase Price Adjustment Escrow Account at Apex Title & Escrow Services, LLC | Buyer (from closing proceeds) | Apex Title & Escrow Services, LLC | 2025-08-15 | Not Started | Deducted from purchase price at closing per Funds Flow Memorandum | N
4.1 | IV. Financing Documents — Incremental Term Loan | Execution and delivery of Incremental Assumption Agreement / Amendment to Credit Agreement dated September 17, 2021 — $84,000,000 Incremental Term Loan from Ironclad National Bank | Buyer / Ironclad National Bank | Buyer / Lender | 2025-08-15 | In Progress | Kenneth Boateng, SVP Healthcare & Specialty Lending; Ironclad at 301 South Tryon Street, Charlotte, NC 28202; Rate: Term SOFR + 425 bps (SOFR floor 0.50%); amortization 1.0% p.a. ($210,000/quarter); maturity September 17, 2027 (co-terminus) | N
4.2 | IV. Financing Documents — Incremental Term Loan Note | Execution and delivery of Incremental Term Loan Promissory Note ($84,000,000) | Buyer | Ironclad National Bank | 2025-08-15 | Not Started | N
4.3 | IV. Financing Documents — Security Agreement / Pledge Agreement | Execution and delivery of Security Agreement and Pledge Agreement (Buyer and CPS Holdings, Inc. collateral) | Buyer / CPS Holdings, Inc. | Ironclad National Bank | 2025-08-15 | Not Started | Secured by substantially all assets of Buyer and equity pledge of CPS Holdings | N
4.4 | IV. Financing Documents — Guaranty | Execution and delivery of Guaranty by CPS Holdings, Inc. in favor of Ironclad National Bank | CPS Holdings, Inc. | Ironclad National Bank | 2025-08-15 | Not Started | CPS Holdings registered agent: Penmark Industries, 1209 Orange Street, Wilmington, DE 19801 | N
4.5 | IV. Financing Documents — Solvency Certificate | Delivery of Solvency Certificate of Buyer (signed by Patricia Hsu, CFO) | Buyer | Ironclad National Bank | 2025-08-15 | Not Started | N
4.6 | IV. Financing Documents — Lender's Counsel Opinion | Delivery of opinion of counsel to Ironclad National Bank | Ironclad's Counsel | Ironclad National Bank | 2025-08-15 | Not Started | N
4.7 | IV. Financing Documents — Borrower's Counsel Opinion (Financing) | Delivery of opinion of Calderwood & Harkness LLP to Ironclad National Bank with respect to Buyer, authorization, and enforceability | C&H (James Prentice) | Ironclad National Bank | 2025-08-15 | Not Started | N
4.8 | IV. Financing Documents — Existing Revolver Confirmation | Confirmation that existing $50,000,000 revolving credit facility is undrawn and available | Buyer / Ironclad National Bank | All Parties | 2025-08-15 | Not Started | Revolver undrawn as of May 1, 2025 | N
4.9 | IV. Financing Documents — Financing Fees Payment | Payment of financing fees totaling $1,260,000 (1.5% × $84,000,000) to Ironclad National Bank | Buyer | Ironclad National Bank | 2025-08-15 | Not Started | Per Funds Flow Memorandum | N
5.1 | V. Buyer Closing Deliverables — Officer's Certificate | Officer's Certificate of Crestline Packaging Solutions LLC, certifying accuracy of representations and warranties and compliance with covenants (signed by Marcus Waverly, CEO) | Buyer | Seller | 2025-08-15 | Not Started | N
5.2 | V. Buyer Closing Deliverables — Secretary's / Manager's Certificate | Secretary's / Manager's Certificate of Crestline Packaging Solutions LLC, attaching: (i) Certificate of Formation, (ii) LLC Agreement (as amended), (iii) resolutions authorizing transaction, (iv) specimen signatures of authorized signatories | Buyer | Seller / Lender | 2025-08-15 | Not Started | N
5.3 | V. Buyer Closing Deliverables — Good Standing Certificate (DE) | Good Standing Certificate for Crestline Packaging Solutions LLC from the Delaware Secretary of State | Buyer | Seller / Lender | 2025-08-15 | Not Started | Dated within 5 business days of Closing | N
5.4 | V. Buyer Closing Deliverables — Good Standing Certificate (OH) | Good Standing Certificate for Crestline Packaging Solutions LLC from the Ohio Secretary of State | Buyer | Seller / Lender | 2025-08-15 | Not Started | Dated within 5 business days of Closing | N
5.5 | V. Buyer Closing Deliverables — Foreign Qualification Certificates (NY, PA) | Certificates of Authority / Foreign Qualification for Crestline Packaging Solutions LLC in New York and Pennsylvania | Buyer | Seller / Lender | 2025-08-15 | Not Started | Required for continued clinic operations in both states | N
5.6 | V. Buyer Closing Deliverables — CPS Holdings Officer's Certificate | Officer's Certificate of CPS Holdings, Inc. certifying authority and authorization | CPS Holdings, Inc. | Seller / Lender | 2025-08-15 | Not Started | N
5.7 | V. Buyer Closing Deliverables — CPS Holdings Secretary's Certificate | Secretary's Certificate of CPS Holdings, Inc., attaching: (i) Certificate of Incorporation, (ii) Bylaws, (iii) Board Resolutions, (iv) specimen signatures | CPS Holdings, Inc. | Seller / Lender | 2025-08-15 | Not Started | N
5.8 | V. Buyer Closing Deliverables — Pinnacle River Authorization | Evidence of authorization by Pinnacle River Capital Partners, LP (through Pinnacle River GP IV, LLC) for equity commitment of $56,000,000 ($35,000,000 closing cash + $21,000,000 expenses/reserves) | Pinnacle River / Pinnacle River GP IV | Seller / Lender | 2025-08-15 | Not Started | Elliot Bergstrom, Managing Partner; Jordan Samuels, VP / Deal Lead; Fund IV Committed Capital: $2,600,000,000 | N
5.9 | V. Buyer Closing Deliverables — Equity Commitment Letter | Delivery of executed Equity Commitment Letter from Pinnacle River Capital Partners, LP for $56,000,000 | Pinnacle River | Seller / Lender | 2025-08-15 | Not Started | N
5.10 | V. Buyer Closing Deliverables — Buyer's Counsel Opinion | Delivery of opinion letter of Calderwood & Harkness LLP (James Prentice) addressed to Seller, Seller Principals, and Escrow Agent regarding due authorization, execution, enforceability | C&H | Seller / WAG / Apex Title | 2025-08-15 | Not Started | C&H address: 425 Lexington Avenue, 31st Floor, New York, NY 10017 | N
6.1 | VI. Seller Closing Deliverables — Officer's / Manager's Certificate | Officer's / Manager's Certificate of Lakewood Regional Health Partners, LLC, certifying accuracy of representations and warranties and compliance with covenants (signed by Dr. Raymond Alcott, Co-Managing Member) | Seller | Buyer | 2025-08-15 | Not Started | N
6.2 | VI. Seller Closing Deliverables — Secretary's / Manager's Certificate | Secretary's / Manager's Certificate of Lakewood Regional Health Partners, LLC, attaching: (i) Articles of Organization, (ii) Operating Agreement (as amended), (iii) member resolutions authorizing transaction, (iv) specimen signatures | Seller | Buyer / Lender | 2025-08-15 | Not Started | Formed 2014 in New York | N
6.3 | VI. Seller Closing Deliverables — Good Standing Certificate (NY) | Good Standing Certificate for Lakewood Regional Health Partners, LLC from the New York Department of State | Seller | Buyer / Lender | 2025-08-15 | Not Started | Dated within 5 business days of Closing | N
6.4 | VI. Seller Closing Deliverables — Good Standing Certificate (PA) | Good Standing / Certificate of Subsistence for Lakewood Regional Health Partners, LLC from the Pennsylvania Department of State | Seller | Buyer / Lender | 2025-08-15 | Not Started | Required for PA clinic operations (Scranton, Wilkes-Barre, Towanda) | N
6.5 | VI. Seller Closing Deliverables — FIRPTA Certificate | Non-Foreign Person Affidavit / FIRPTA Certificate pursuant to IRC §1445 (certifying Seller is not a foreign person), signed by Dr. Raymond Alcott and Dr. Nadia Petrosian as Co-Managing Members | Seller | Buyer | 2025-08-15 | Not Started | Seller EIN: 46-5183294 | N
6.6 | VI. Seller Closing Deliverables — Seller's Counsel Opinion | Delivery of opinion letter of Whitfield, Ames & Greer LLP (Catherine Greer) addressed to Buyer regarding due organization, authorization, execution, enforceability, no conflicts | WAG | Buyer / C&H / Lender | 2025-08-15 | Not Started | WAG address: 780 Third Avenue, 22nd Floor, New York, NY 10017 | N
6.7 | VI. Seller Closing Deliverables — Payoff Letters and Lien Releases | Payoff letters and UCC-3 termination statements for all secured indebtedness of Seller | Seller / WAG | Buyer / C&H | 2025-08-15 | Not Started | N
6.8 | VI. Seller Closing Deliverables — Title to Owned Real Property | Delivery of deed(s) for owned real property — (a) Rochester Main facility (450 East Ridge Road, Rochester, NY 14621; appraised value $6,900,000) and (b) Syracuse facility (appraised value $4,900,000); aggregate appraised value $11,800,000 | Seller | Buyer | 2025-08-15 | Not Started | N
6.9 | VI. Seller Closing Deliverables — Real Property Lease Assignments | Assignment of all nine (9) leased property leases (aggregate annual base rent $2,740,000), together with landlord consents | Seller / Buyer | Buyer / Landlords | 2025-08-15 | Not Started | Lease assignments for Brighton, Henrietta, Utica, Binghamtonhamton, Ithaca, Albany, Scranton, Wilkes-Barre, Towanda locations | N
6.10 | VI. Seller Closing Deliverables — Employee Census and Assumed PTO Schedule | Delivery of final employee census (~410 FTEs, including 38 physicians and 24 NPs/PAs) and Accrued PTO schedule (estimated $1,340,000) | Seller | Buyer | 2025-08-15 | Not Started | N
6.11 | VI. Seller Closing Deliverables — Estimated Closing Working Capital Statement | Delivery of Estimated Closing Working Capital Statement prepared in accordance with APA methodology (Target: $6,200,000) | Seller | Buyer | 2025-08-15 | Not Started | Final true-up by November 13, 2025 | N
6.12 | VI. Seller Closing Deliverables — COO Certification | Certification by Gretchen Unger (COO) regarding operational matters and material contract status | Seller | Buyer | 2025-08-15 | Not Started | N
7.1 | VII. Seller Principal Deliverables — Personal Certificates (Alcott) | Individual certificate of Dr. Raymond Alcott regarding accuracy of personal representations and warranties | Dr. Raymond Alcott | Buyer | 2025-08-15 | Not Started | N
7.2 | VII. Seller Principal Deliverables — Personal Certificates (Petrosian) | Individual certificate of Dr. Nadia Petrosian regarding accuracy of personal representations and warranties | Dr. Nadia Petrosian | Buyer | 2025-08-15 | Not Started | N
8.1 | VIII. Regulatory Filings and Approvals — NY DOH Filing | Filing with New York Department of Health for change of ownership of eight (8) Article 28 facilities: D&TC-4821 (Rochester Main), D&TC-4822 (Brighton), D&TC-4823 (Henrietta), D&TC-4824 (Syracuse), D&TC-4825 (Utica), D&TC-4826 (Binghamtonhamton), D&TC-4827 (Ithaca), D&TC-4828 (Albany) | Buyer / C&H (with Marchand) | NY DOH | 2025-06-26 | Not Started | Due 10 business days post-APA execution; Marchand Healthcare Regulatory Advisors (Anne-Marie Marchand), 1225 Eye Street NW, Suite 600, Washington, D.C. 20005 | N
8.2 | VIII. Regulatory Filings and Approvals — PA DOH Filing | Filing with Pennsylvania Department of Health for change of ownership of three (3) PA facilities: OPC-20140892 (Scranton), OPC-20140893 (Wilkes-Barre), OPC-20140894 (Towanda) | Buyer / C&H (with Marchand) | PA DOH | 2025-06-26 | Not Started | Due 10 business days post-APA execution | N
8.3 | VIII. Regulatory Filings and Approvals — NY DOH Approval | Receipt of NY DOH approval or deemed approval for change of ownership (8 NY facilities) | NY DOH | Buyer / Seller | 2025-08-15 | Not Started | Closing condition | N
8.4 | VIII. Regulatory Filings and Approvals — PA DOH Approval | Receipt of PA DOH approval or deemed approval for change of ownership (3 PA facilities) | PA DOH | Buyer / Seller | 2025-08-15 | Not Started | Closing condition | N
8.5 | VIII. Regulatory Filings and Approvals — CMS Certification Transfers | Application to CMS (via Keystone MAC Services, LLC) for transfer/revalidation of 11 CMS Certification Numbers: 33-7021 through 33-7028 (NY) and 39-6011, 39-6012, 39-6013 (PA) | Buyer / C&H | CMS / Keystone MAC | 2025-08-15 | Not Started | Medicare Administrative Contractor: Keystone MAC Services, LLC (Delaware LLC, Camp Hill, PA) | N
8.6 | VIII. Regulatory Filings and Approvals — OIG Inquiry Disclosure | Disclosure and status update regarding pending OIG inquiry at Syracuse facility — CPT 99214 upcoding (estimated exposure $350,000 – $900,000) | Seller / WAG | Buyer / C&H | 2025-08-15 | In Progress | Seller to provide all correspondence and status; subject of Special Indemnity | N
9.1 | IX. Third-Party Consents — Clearpath EHR License | Consent from Clearpath Health Systems, Inc. to assignment of EHR License Agreement No. CP-ENT-2022-0487 (annual fee $840,000; term expires December 31, 2027) | Seller / Buyer | Clearpath Health Systems, Inc. | 2025-08-15 | Not Started | Clearpath HQ: Madison, WI | N
9.2 | IX. Third-Party Consents — Marlowe Asset Management MEF Equipment Leases | Consent from Marlowe Asset Management Medical Equipment Finance, LLC to assignment of three imaging equipment leases (VML-2023-1140 Rochester Main MRI, VML-2023-1141 Syracuse CT, VML-2024-0219 Albany Ultrasound; aggregate balance $2,870,000; expirations March 2026 – November 2027) | Seller / Buyer | Marlowe Asset Management Medical Equipment Finance, LLC | 2025-08-15 | Not Started | Marlowe Asset Management HQ: Parsippany, NJ | N
9.3 | IX. Third-Party Consents — Redstone Diagnostics Lab Services | Consent from Redstone Diagnostics, Inc. to assignment of reference lab services agreement (annual spend $1,600,000) | Seller / Buyer | Redstone Diagnostics, Inc. | 2025-08-15 | Not Started | Redstone HQ: Pittsburgh, PA | N
9.4 | IX. Third-Party Consents — Meridian Shield Managed Care Contract | Consent from Meridian Shield Health Plans, Inc. to assignment of managed care agreement (revenue concentration ~$17,248,000/yr; ~22% of Lakewood TTM Net Revenue of $78,400,000) | Seller / Buyer | Meridian Shield Health Plans, Inc. | 2025-08-15 | Not Started | Largest managed care payor; Meridian Shield HQ: Buffalo, NY | N
9.5 | IX. Third-Party Consents — Other Managed Care / Payor Consents | Consents from remaining managed care payors and commercial insurance contracts (as listed in Seller Disclosure Schedule) | Seller / Buyer | Various Payors | 2025-08-15 | Not Started | N
9.6 | IX. Third-Party Consents — Landlord Consents (9 Leases) | Consents from landlords of nine (9) leased clinic locations to assignment of leases | Seller | Landlords | 2025-08-15 | Not Started | Aggregate annual base rent $2,740,000 | N
10.1 | X. Insurance — R&W Insurance Policy Binder | Delivery of executed representations and warranties insurance policy binder from Keystone Mutual Assurance Company (R&W Insurer); Policy Limit: $35,000,000; Retention: $2,100,000 (1.5% of Purchase Price); Premium: $980,000 (~2.8% of limit) | Northern Crest Insurance Brokers, LLC / Keystone Mutual | Buyer | 2025-08-15 | In Progress | Insurance Broker: Michael Torrance (Northern Crest), 1 Landmark Square, Suite 508, Stamford, CT 06901; R&W Underwriting Lead: Sarah Ng (Keystone Mutual), 140 Broadway, Suite 2800, New York, NY 10005; Keystone registered: Waterloo House, 100 Pitts Bay Road, Pembroke HM 08, Bermuda | N
10.2 | X. Insurance — R&W Premium Payment | Payment of R&W insurance premium of $980,000 to Keystone Mutual Assurance Company | Buyer | Keystone Mutual | 2025-08-15 | Not Started | Per Funds Flow Memorandum | N
10.3 | X. Insurance — Tail Professional Liability Policy | Binding of 3-year tail / extended reporting period professional liability insurance from Ridgeline Specialty Insurance Company; Premium: $475,000 | Seller / Northern Crest | Buyer / Ridgeline Specialty | 2025-08-15 | Not Started | Ridgeline Specialty HQ: Chicago, IL | N
10.4 | X. Insurance — D&O Tail Policy | Binding of 3-year tail directors & officers insurance from Ridgeline Specialty Insurance Company; Premium: $120,000 | Seller / Northern Crest | Seller Principals | 2025-08-15 | Not Started | N
10.5 | X. Insurance — Evidence of Buyer's Insurance | Evidence of Buyer's general liability, professional liability, workers' compensation, and property insurance effective as of Closing | Buyer | Seller / Lender | 2025-08-15 | Not Started | N
11.1 | XI. Environmental — Phase I ESA Reports | Delivery of Phase I Environmental Site Assessment reports for owned properties (Rochester Main and Syracuse) from Clearfield Environmental Consultants, Inc. | Seller / Clearfield | Buyer / Lender | 2025-08-15 | In Progress | Clearfield address: 225 West Jefferson Street, Suite 400, Syracuse, NY 13202 | N
11.2 | XI. Environmental — Reliance Letters | Reliance letters from Clearfield Environmental Consultants, Inc. addressed to Buyer and Ironclad National Bank | Clearfield | Buyer / Lender | 2025-08-15 | Not Started | N
12.1 | XII. Tax Matters — Tax Allocation Schedule | Agreed allocation of Purchase Price among acquired assets pursuant to IRC §1060 (reviewed by Sylvia Hartwell, C&H Tax Specialist Partner, and Hargrove & Whitaker LLP) | Buyer / C&H / H&W | Seller / WAG | 2025-08-15 | Not Started | H&W: Christine Nowak, Engagement Partner, CPA; 1500 Market Street, Suite 3600, Philadelphia, PA 19102 | N
12.2 | XII. Tax Matters — Transfer Tax Payments | Payment of estimated transfer taxes of $118,000 (split equally: $59,000 Buyer / $59,000 Seller) | Buyer / Seller | Applicable taxing authorities | 2025-08-15 | Not Started | N
12.3 | XII. Tax Matters — IRS Form 8594 | Preparation and agreement to file IRS Form 8594 (Asset Acquisition Statement) consistent with agreed allocation | Buyer / Seller | IRS | Post-Closing | Not Started | N
13.1 | XIII. Employee / Benefits Matters — Employee Offer Letters | Delivery of offer letters to Lakewood employees to be hired by Buyer post-closing (~410 FTEs) | Buyer | Employees | 2025-08-15 | Not Started | 38 physicians, 24 NPs/PAs | N
13.2 | XIII. Employee / Benefits Matters — 401(k) Transition | Coordination of 401(k) plan rollover/transition with Grandview Retirement Services, Inc. (Buyer's 401(k) Plan Administrator) | Buyer / Stonebridge | Grandview Retirement Services, Inc. | 2025-08-15 | Not Started | Grandview HQ: Cleveland, OH; Benefits Consultant: Gregory Faulkner, Stonebridge Actuarial & Benefits Consulting, 50 State House Square, Hartford, CT 06103 | N
13.3 | XIII. Employee / Benefits Matters — Stonebridge Benefits Analysis | Delivery of final benefits transition analysis and cost estimates from Stonebridge Actuarial & Benefits Consulting, Inc. | Stonebridge | Buyer / C&H | 2025-08-15 | In Progress | N
14.1 | XIV. Financial Advisor Matters — Ridgepoint Engagement Confirmation | Confirmation of Ridgepoint Advisory Group, LLC engagement and final deliverables | Ridgepoint | Buyer | 2025-08-15 | In Progress | Priya Chandrasekaran, Managing Director; 600 Madison Avenue, Suite 1800, New York, NY 10022 | N
14.2 | XIV. Financial Advisor Matters — Bellweather Payoff / Success Fee | Payment of Bellweather Partners LLP success fee of $2,800,000 (2% × $140,000,000) from Seller's closing proceeds | Seller | Bellweather Partners LLP | 2025-08-15 | Not Started | Daniel Kerrigan, Partner; 100 Federal Street, Suite 2400, Boston, MA 02110 | N
15.1 | XV. Funds Flow — Funds Flow Memorandum | Execution and delivery of Funds Flow Memorandum setting forth all wire transfer instructions, sources and uses of funds at Closing | C&H / All Parties | All Parties / Apex Title / Ironclad | 2025-08-15 | Not Started | Sources: $84,000,000 (Ironclad Term Loan) + $35,000,000 (Pinnacle River equity) = $119,000,000 closing cash. Uses: Net to Seller, $35,000,000 Indemnification Escrow, $3,500,000 Adjustment Escrow, transaction expenses, etc. | N
15.2 | XV. Funds Flow — Wire Instructions (All Parties) | Collection and verification of wire transfer instructions from Seller, Apex Title & Escrow Services, Ironclad National Bank, and all payoff/expense recipients | C&H (Derek Okonkwo) | All Parties | 2025-08-15 | Not Started | N
15.3 | XV. Funds Flow — Closing Funding (Ironclad) | Wire transfer of $84,000,000 Incremental Term Loan proceeds from Ironclad National Bank to closing account | Ironclad National Bank | Buyer's closing account | 2025-08-15 | Not Started | N
15.4 | XV. Funds Flow — Closing Funding (Pinnacle River Equity) | Wire transfer of $35,000,000 equity contribution from Pinnacle River Capital Partners, LP to closing account | Pinnacle River | Buyer's closing account | 2025-08-15 | Not Started | N
16.1 | XVI. Miscellaneous Closing Deliverables — Indemnification Cap Confirmation | Confirmation of Indemnification Cap at $35,000,000 (25% of Purchase Price); Mini-Basket (tipping) at $700,000 (0.5% of Purchase Price); De Minimis threshold at $75,000 per claim | C&H / WAG | All Parties | 2025-08-15 | Not Started | N
16.2 | XVI. Miscellaneous — Bring-Down Searches (UCC, Tax Lien, Judgment, Litigation) | Updated UCC, federal/state tax lien, judgment, and litigation searches for Seller and Seller Principals in New York and Pennsylvania | C&H | Buyer / Lender | 2025-08-15 | Not Started | Dated within 10 days of Closing | N
16.3 | XVI. Miscellaneous — Title Insurance Commitments / Policies | Delivery of title insurance commitments and owner's/lender's title policies for owned real property (Rochester Main and Syracuse); aggregate appraised value $11,800,000 | Apex Title / Seller | Buyer / Lender | 2025-08-15 | Not Started | N
16.4 | XVI. Miscellaneous — Surveys | Delivery of updated ALTA/NSPS surveys for owned real property | Seller | Buyer / Lender | 2025-08-15 | Not Started | N
16.5 | XVI. Miscellaneous — Domain Name and Website Transfers | Transfer documentation for Lakewood web domains and digital assets | Seller | Buyer | 2025-08-15 | Not Started | N
16.6 | XVI. Miscellaneous — Crestline Board/Member Approval Evidence | Evidence of Crestline Packaging Solutions LLC member approval (CPS Holdings, Inc.) and CPS Holdings board approval; Crestline TEV ~$780,000,000; FY 2024 Consolidated Revenue $412,000,000; Healthcare Division Revenue $87,000,000 | Buyer | Seller / Lender | 2025-08-15 | Not Started | Original Crestline acquisition by Pinnacle River: ~$310,000,000 (September 17, 2021) | N
SUMMARY | Total Items: 65 | Complete: 0 | In Progress: 8 | Not Started: 57 | N/A: 0 | % Complete: 0%
[sheet: Transaction Expenses]
Item No. | Expense Category | Payee | Responsible Payor | Estimated Amount | Notes
E-1 | Buyer's Legal Fees | Calderwood & Harkness LLP | Buyer | $1,850,000 | Rates: Prentice $1,450/hr; Tung $1,350/hr; Hartwell (Tax) $1,400/hr; Okonkwo $875/hr; Rosenthal $725/hr
E-2 | Seller's Legal Fees | Whitfield, Ames & Greer LLP | Seller | $1,200,000 | Catherine Greer / Tomás Delgado
E-3 | Buyer's Financial Advisor Fees | Ridgepoint Advisory Group, LLC | Buyer | $750,000 | Priya Chandrasekaran, Engagement Lead
E-4 | Seller's Investment Bank Success Fee | Bellweather Partners LLP | Seller | $2,800,000 | 2% × $140,000,000
E-5 | Accounting / Tax Advisory | Hargrove & Whitaker LLP | Buyer | $385,000 | Christine Nowak, CPA
E-6 | Benefits Consulting | Stonebridge Actuarial & Benefits Consulting, Inc. | Buyer | $175,000 | Gregory Faulkner
E-7 | Healthcare Regulatory Advisory | Marchand Healthcare Regulatory Advisors, LLC | Buyer | $295,000 | Anne-Marie Marchand
E-8 | Environmental Consulting | Clearfield Environmental Consultants, Inc. | Buyer | $90,000 | Phase I ESAs for owned properties
E-9 | R&W Insurance Premium | Keystone Mutual Assurance Company | Buyer | $980,000 | ~2.8% × $35,000,000 limit; Retention $2,100,000
E-10 | Tail Professional Liability Premium | Ridgeline Specialty Insurance Company | Seller | $475,000 | 3-year ERP
E-11 | D&O Tail Premium | Ridgeline Specialty Insurance Company | Seller | $120,000 | 3-year tail
E-12 | Financing Fees | Ironclad National Bank | Buyer | $1,260,000 | 1.5% × $84,000,000
E-13 | Escrow Agent Fees | Apex Title & Escrow Services, LLC | Split | $40,000 | Denise Kowalski, Escrow Officer; $20,000 Buyer / $20,000 Seller
E-14 | Title Insurance and Surveys | Various | Buyer | $85,000 | Owned properties appraised at $11,800,000
E-15 | Transfer Taxes | Applicable Authorities | Split Equally | $118,000 | $59,000 Buyer / $59,000 Seller
E-16 | Insurance Brokerage Fees | Northern Crest Insurance Brokers, LLC | Buyer | $215,000 | Michael Torrance, Account Executive
TOTAL ESTIMATED TRANSACTION EXPENSES | $10,838,000 | Per deal model
Subtotal — Buyer Expenses | Buyer | $6,085,000 | E-1, E-3, E-5, E-6, E-7, E-8, E-9, E-12, E-14, E-16
Subtotal — Seller Expenses | Seller | $4,595,000 | E-2, E-4, E-10, E-11
Subtotal — Split Expenses | Split | $158,000 | E-13, E-15
[sheet: Contact Directory]
Role | Entity | Contact Name | Title | Address | Phone | Email
Buyer — CEO | Crestline Packaging Solutions LLC | Marcus Waverly | Chief Executive Officer | 8400 Scioto Darby Road, Suite 300, Columbus, OH 43228 | (614) 555-8200 | m.waverly@crestlinepackaging.com
Buyer — CFO | Crestline Packaging Solutions LLC | Patricia Hsu | Chief Financial Officer | 8400 Scioto Darby Road, Suite 300, Columbus, OH 43228 | (614) 555-8205 | p.hsu@crestlinepackaging.com
Buyer Sponsor — Managing Partner | Pinnacle River Capital Partners, LP | Elliot Bergstrom | Managing Partner | 200 South Wacker Drive, Suite 3100, Chicago, IL 60606 | (312) 555-4400 | ebergstrom@pinnacleriver.com
Buyer Sponsor — Deal Lead | Pinnacle River Capital Partners, LP | Jordan Samuels | Vice President | 200 South Wacker Drive, Suite 3100, Chicago, IL 60606 | (312) 555-4418 | jsamuels@pinnacleriver.com
Seller Principal (60%) | Lakewood Regional Health Partners, LLC | Dr. Raymond Alcott | Co-Managing Member | 450 East Ridge Road, Rochester, NY 14621 | (585) 555-3100 | ralcott@lakewoodrhp.com
Seller Principal (40%) | Lakewood Regional Health Partners, LLC | Dr. Nadia Petrosian | Co-Managing Member / Medical Director | 450 East Ridge Road, Rochester, NY 14621 | (585) 555-3105 | npetrosian@lakewoodrhp.com
Seller — COO | Lakewood Regional Health Partners, LLC | Gretchen Unger | Chief Operating Officer | 450 East Ridge Road, Rochester, NY 14621 | (585) 555-3110 | gunger@lakewoodrhp.com
Buyer's Counsel — Responsible Partner | Calderwood & Harkness LLP | James Prentice | Partner, M&A | 425 Lexington Avenue, 31st Floor, New York, NY 10017 | (212) 555-7700 | jprentice@calderwoodharkness.com
Buyer's Counsel — Billing Partner | Calderwood & Harkness LLP | Sandra Tung | Partner, M&A | 425 Lexington Avenue, 31st Floor, New York, NY 10017 | (212) 555-7710 | stung@calderwoodharkness.com
Buyer's Counsel — Lead Associate | Calderwood & Harkness LLP | Derek Okonkwo | Senior Associate, M&A | 425 Lexington Avenue, 31st Floor, New York, NY 10017 | (212) 555-7725 | dokonkwo@calderwoodharkness.com
Buyer's Counsel — Working Associate | Calderwood & Harkness LLP | Tiffany Rosenthal | Associate, M&A | 425 Lexington Avenue, 31st Floor, New York, NY 10017 | (212) 555-7730 | trosenthal@calderwoodharkness.com
Buyer's Counsel — Tax | Calderwood & Harkness LLP | Sylvia Hartwell | Specialist Partner, Tax | 425 Lexington Avenue, 31st Floor, New York, NY 10017 | (212) 555-7740 | shartwell@calderwoodharkness.com
Seller's Counsel — Lead Partner | Whitfield, Ames & Greer LLP | Catherine Greer | Partner | 780 Third Avenue, 22nd Floor, New York, NY 10017 | (212) 555-6300 | cgreer@waglaw.com
Seller's Counsel — Senior Associate | Whitfield, Ames & Greer LLP | Tomás Delgado | Senior Associate | 780 Third Avenue, 22nd Floor, New York, NY 10017 | (212) 555-6315 | tdelgado@waglaw.com
Senior Lender | Ironclad National Bank | Kenneth Boateng | SVP, Healthcare & Specialty Lending | 301 South Tryon Street, Charlotte, NC 28202 | (704) 555-2200 | kenneth.boateng@ironcladbank.com
Buyer's Financial Advisor | Ridgepoint Advisory Group, LLC | Priya Chandrasekaran | Managing Director | 600 Madison Avenue, Suite 1800, New York, NY 10022 | (212) 555-9100 | pchandrasekaran@ridgepointadvisory.com
Seller's Investment Bank | Bellweather Partners LLP | Daniel Kerrigan | Partner | 100 Federal Street, Suite 2400, Boston, MA 02110 | (617) 555-5500 | dkerrigan@bellweatherpartners.com
Accounting / Tax Advisor | Hargrove & Whitaker LLP | Christine Nowak | Engagement Partner, CPA | 1500 Market Street, Suite 3600, Philadelphia, PA 19102 | (215) 555-8800 | cnowak@hargrovewhitaker.com
Benefits Consultant | Stonebridge Actuarial & Benefits Consulting, Inc. | Gregory Faulkner | Lead Consultant | 50 State House Square, Hartford, CT 06103 | (860) 555-1200 | gfaulkner@stonebridgebenefits.com
Escrow Agent | Apex Title & Escrow Services, LLC | Denise Kowalski | Escrow Officer | 1 Penn Plaza, Suite 4210, New York, NY 10119 | (212) 555-3400 | dkowalski@apextitle.com
Insurance Broker | Northern Crest Insurance Brokers, LLC | Michael Torrance | Account Executive | 1 Landmark Square, Suite 508, Stamford, CT 06901 | (203) 555-6700 | mtorrance@northerncrest.com
R&W Insurer | Keystone Mutual Assurance Company | Sarah Ng | Underwriting Lead | 140 Broadway, Suite 2800, New York, NY 10005 | (212) 555-4800 | sng@keystonemutual.com
Healthcare Regulatory Advisor | Marchand Healthcare Regulatory Advisors, LLC | Anne-Marie Marchand | Engagement Lead / Founder | 1225 Eye Street NW, Suite 600, Washington, D.C. 20005 | (202) 555-9300 | amarchand@marchandadvisors.com
Environmental Consultant | Clearfield Environmental Consultants, Inc. | Robert Fielding | Project Manager | 225 West Jefferson Street, Suite 400, Syracuse, NY 13202 | (315) 555-2100 | rfielding@clearfieldenv.com
[sheet: Key Dates]
Date | Event / Milestone | Responsible Party | Status | Notes
2014 | Lakewood Regional Health Partners, LLC formed | N/A | Complete | New York LLC
2021-09-17 | Pinnacle River acquired Crestline; Credit Agreement with Ironclad dated | Pinnacle River / Ironclad | Complete | Original acquisition price ~$310,000,000
2025-04-14 | Letter of Intent executed | Crestline / Lakewood | Complete
2025-05-01 | Calderwood & Harkness LLP engagement opened (Matter No. 1006-00008) | C&H | Complete
2025-05-15 | Data room opened; due diligence commenced | All Parties | Complete
2025-06-16 | Target date for APA execution | All Parties | Pending
2025-06-26 | NY DOH and PA DOH filings due (10 business days post-APA execution) | C&H / Marchand | Pending | 8 NY facilities + 3 PA facilities
2025-06-30 | LOI Exclusivity Period expiration | All Parties | Pending
2025-07-15 | Target date for all third-party consent requests delivered | Seller / Buyer | Pending | Clearpath, Marlowe Asset Management, Redstone, Meridian Shield, landlords
2025-08-08 | Pre-closing: bring-down searches, final wire instructions, closing binder assembly | C&H / WAG | Pending | Dated within 10 days of Closing
2025-08-15 | Estimated Closing Date | All Parties | Pending
2025-11-13 | Working Capital True-Up Deadline (Closing + 90 days) | Buyer / Seller | Pending | Target: $6,200,000; Collar: ±$500,000
2026-03 to 2027-11 | Marlowe Asset Management imaging equipment lease expirations (3 leases) | Buyer | Future | Aggregate balance $2,870,000
2027-02-15 | General Representations Survival Expiration (Closing + 18 months) | N/A | Future
2027-08-15 | Consulting Agreements Expiration (Closing + 2 years) | Dr. Alcott / Dr. Petrosian | Future | Alcott $450,000/yr; Petrosian $375,000/yr
2027-09-17 | Incremental Term Loan Maturity (co-terminus with existing facility) | Buyer / Ironclad | Future | $84,000,000; Term SOFR + 425 bps
2027-12-31 | Clearpath EHR License Term Expiration | Buyer | Future | Agreement No. CP-ENT-2022-0487; $840,000/yr
2028-08-15 | Fundamental Representations Survival Expiration (Closing + 36 months) | N/A | Future
2028-08-15 | Non-Compete Expiration (Closing + 3 years; 75-mile radius) | Dr. Alcott / Dr. Petrosian | Future