[sheet: Closing Checklist]
Item No. | Section | Category | Document / Deliverable Description | MIPA Reference | Responsible Party | Responsible Attorney | Due Date / Timing | Status | Date Received / Completed | Notes / Comments
1 | I | Mutual/Joint Deliverables | Membership Interest Purchase Agreement — Execution Version, dated July 19, 2024, among Aurelius Media Holdings Inc. (Seller), Ridgeline Publishing Acquisition Corp. (Buyer), and, solely for purposes of certain provisions, Aurelius Global Media Group PLC and Pinnacle Ridge Capital Partners Fund IV, L.P. | — | Joint | Megan Chu (Calderwood & Harkness LLP) / Danielle Ferreira (Hathaway, Locke & Barnett LLP) | At Signing | Received | 2024-07-19 | Fully executed; governs closing deliverables. Delaware law governs.
2 | I | Mutual/Joint Deliverables | Seller Disclosure Schedules to MIPA — Execution Version | Article III | Seller | Megan Chu (Calderwood & Harkness LLP) | At Signing | Received | 2024-07-19 | Delivered concurrently with MIPA execution.
3 | I | Mutual/Joint Deliverables | Transition Services Agreement — Execution Version, between Aurelius Media Holdings Inc. (Service Provider) and Ridgeline Publishing Acquisition Corp. (Service Recipient); effective as of Closing Date | Section 7.11 | Joint | Derek Okonkwo (Calderwood & Harkness LLP) | At Signing / Effective at Closing | Received | 2024-07-19 | Signed at MIPA execution; effective November 15, 2024. 4 service categories totaling $1,190,000/month; 18-month maximum term (expiry May 15, 2026). Includes reverse TSA at $85,000/month for up to 12 months.
4 | I | Mutual/Joint Deliverables | Escrow Agreement — among Aurelius Media Holdings Inc., Ridgeline Publishing Acquisition Corp., and Granite Trust Company, N.A. (Escrow Agent). Escrow Account Ref: GT-ESC-2024-11150048 | Section 2.3(b) | Joint | Megan Chu (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-15 | Escrow Amount: $72,000,000 (15% of $480,000,000 EV). Trust Officer: Margaret Huang. Release schedule tied to 18-month general survival and 36-month fundamental rep survival.
5 | I | Mutual/Joint Deliverables | Trademark License Agreement — Ridgeline Publishing Acquisition Corp. (Licensor) to Aurelius Media Holdings Inc. (Licensee), re: 'Meridian' name license-back for legacy digital content on streaming platform | Section 7.12 | Joint | Megan Chu (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-15 | 3-year royalty-free, non-exclusive, non-transferable license. Delaware law governs.
6 | I | Mutual/Joint Deliverables | Non-Competition and Non-Solicitation Agreement — Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. in favor of Ridgeline Publishing Acquisition Corp. | Section 7.8 | Joint | Derek Okonkwo (Calderwood & Harkness LLP) | At Signing | Received | 2024-07-19 | 5-year non-compete (US and Canada); 2-year non-solicitation of transferred employees. Exceptions for passive investments under 5% and retained digital/e-commerce operations.
7 | I | Mutual/Joint Deliverables | Section 338(h)(10) Election Agreement — Aurelius Media Holdings Inc. and Ridgeline Publishing Acquisition Corp. | Section 7.9 | Joint | Leonard Cross (Calderwood & Harkness LLP) | At Signing | Received | 2024-07-19 | Joint election under IRC §338(h)(10); deemed asset sale treatment. Covers IRS Forms 8023 and 8883 filing obligations.
8 | II | Seller Deliverables | Closing Certificate — Bring-Down of Representations and Warranties of Seller, executed by authorized officer of Aurelius Media Holdings Inc. | Section 8.2(a) | Seller | Megan Chu (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-15 | Certifies reps and warranties true and correct in all material respects as of Closing Date; no material adverse effect has occurred since signing.
9 | II | Seller Deliverables | Officer's Certificate of Seller — Aurelius Media Holdings Inc., certifying satisfaction of closing conditions, absence of orders/injunctions, receipt of governmental approvals and third-party consents | Section 8.2(b) | Seller | Megan Chu (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-15 | Confirms HSR early termination (June 28, 2024), Canadian Competition Act clearance (July 30, 2024), Oakbridge Distribution Alliance consent (July 2, 2024), and all landlord consents (final obtained November 1, 2024).
10 | II | Seller Deliverables | Assignment of Membership Interests — Aurelius Media Holdings Inc. to Ridgeline Publishing Acquisition Corp., transferring 100% of membership interests in Meridian Press Holdings LLC (DE file no. 4521889) | Section 2.2 | Seller | Megan Chu (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-15
11 | II | Seller Deliverables | Estimated Closing Statement — prepared by Seller, setting forth estimated equity purchase price calculation | Section 2.4 | Seller | Megan Chu (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-15 | EV $480,000,000 less closing indebtedness $62,500,000 ($50M intercompany note + $12.5M capital leases) plus closing cash $8,200,000 less transaction expenses $4,700,000 less NWC shortfall $3,000,000 (est. NWC $142M vs. peg $145M) = est. equity purchase price $418,000,000. Net cash to Seller: $346,000,000 ($418M less $72M escrow). Subject to 90-day post-closing true-up (deadline: February 13, 2025).
12 | II | Seller Deliverables | FIRPTA Certificate (Non-Foreign Affidavit) — Aurelius Media Holdings Inc., certifying non-foreign status under IRC §1445 | Section 8.2(d) | Seller | Leonard Cross (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-15 | Includes TIN and address: c/o Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801.
13 | II | Seller Deliverables | Secretary's Certificate of Seller (with Incumbency) — Aurelius Media Holdings Inc., certifying charter documents, board resolutions, and officer incumbency/specimen signatures | Section 8.2(c) | Seller | Megan Chu (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-15 | Attaches certificate of incorporation, bylaws, and board resolutions of Aurelius Media Holdings Inc.
14 | II | Seller Deliverables | Board Resolution — Aurelius Global Media Group PLC, approving the transaction and designating Claudia Restrepo and Thomas Whitfield as authorized signatories | Section 8.2(c) | Seller | Beatrice Holloway (Calderwood & Harkness LLP) | Pre-Closing | Received | 2024-07-17 | Approves sale at $480,000,000 EV and authorizes execution of MIPA and all ancillary documents.
15 | II | Seller Deliverables | Board Resolution — Aurelius Media Holdings Inc., approving sale of membership interests in MPH and authorizing execution of MIPA and ancillary agreements | Section 8.2(c) | Seller | Beatrice Holloway (Calderwood & Harkness LLP) | Pre-Closing | Received | 2024-07-17
16 | II | Seller Deliverables | Payoff Letter and Lien Release — Intercompany Promissory Note ($50,000,000) between Aurelius Media Holdings Inc. (payee) and Meridian Press Holdings LLC (maker) | Section 8.2(e) | Seller | Megan Chu (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-15 | Includes wire instructions for repayment; upon receipt, note marked 'paid in full' and cancelled. Release of all liens on MPH assets.
17 | II | Seller Deliverables | Good Standing Certificates — Meridian Press Holdings LLC (Delaware, file no. 4521889) | Section 8.2(f) | Seller | Derek Okonkwo (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-12 | Dated within 5 business days of Closing.
18 | II | Seller Deliverables | Good Standing Certificate — Meridian Distribution Services Inc. (Delaware, file no. 4736201) | Section 8.2(f) | Seller | Derek Okonkwo (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-12 | Dated within 5 business days of Closing.
19 | II | Seller Deliverables | Good Standing Certificate — Bellweather Academic Press Inc. (Delaware, file no. 4801133) | Section 8.2(f) | Seller | Derek Okonkwo (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-12 | Dated within 5 business days of Closing.
20 | II | Seller Deliverables | Good Standing Certificate — Foxglove Media LLC (New York) | Section 8.2(f) | Seller | Derek Okonkwo (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-12 | Dated within 5 business days of Closing.
21 | II | Seller Deliverables | Good Standing Certificate — Meridian Press Canada ULC (British Columbia) | Section 8.2(f) | Seller | Derek Okonkwo (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-12 | Dated within 5 business days of Closing.
22 | II | Seller Deliverables | Seller's Legal Opinion — Calderwood & Harkness LLP, re: due authorization, valid execution, and enforceability of MIPA and ancillary agreements by Seller | Section 8.2(g) | Seller | Beatrice Holloway (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-15
23 | II | Seller Deliverables | Funds Flow Memorandum — detailing all wire transfers, sources and uses at Closing | Section 2.3 | Joint | Megan Chu (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-15 | Sources: Buyer equity $240,000,000 (PRCP IV), Term Loan B $200,000,000 (Clearwater National Bank, N.A.), target cash $8,200,000. Uses: net cash to Seller $346,000,000; escrow $72,000,000 to Granite Trust (GT-ESC-2024-11150048); intercompany note repayment $50,000,000; target transaction expenses $4,700,000; capital leases $12,500,000 rolled.
24 | III | Buyer Deliverables | Closing Certificate — Bring-Down of Representations and Warranties of Buyer, executed by authorized officer of Ridgeline Publishing Acquisition Corp. | Section 8.3(a) | Buyer | Graham Ashworth (Hathaway, Locke & Barnett LLP) | At Closing | Received | 2024-11-15
25 | III | Buyer Deliverables | Officer's Certificate of Buyer — Ridgeline Publishing Acquisition Corp. | Section 8.3(b) | Buyer | Graham Ashworth (Hathaway, Locke & Barnett LLP) | At Closing | Received | 2024-11-15 | Ridgeline incorporated October 2, 2024 (DE file no. 6501982).
26 | III | Buyer Deliverables | Secretary's Certificate of Buyer (with Incumbency) — Ridgeline Publishing Acquisition Corp. | Section 8.3(c) | Buyer | Danielle Ferreira (Hathaway, Locke & Barnett LLP) | At Closing | Received | 2024-11-15
27 | III | Buyer Deliverables | Buyer's Legal Opinion — Hathaway, Locke & Barnett LLP, re: due authorization, valid execution, and enforceability of MIPA and ancillary agreements by Buyer | Section 8.3(d) | Buyer | Graham Ashworth (Hathaway, Locke & Barnett LLP) | At Closing | Received | 2024-11-15
28 | III | Buyer Deliverables | Evidence of Buyer Equity Funding — wire confirmation of $240,000,000 from Pinnacle Ridge Capital Partners Fund IV, L.P. to Ridgeline Publishing Acquisition Corp. | Section 8.3(e) | Buyer | Graham Ashworth (Hathaway, Locke & Barnett LLP) | At Closing | Received | 2024-11-15 | Pinnacle Ridge IC approval: July 15, 2024. Fund IV vintage 2022; $6.2B fund size.
29 | III | Buyer Deliverables | Good Standing Certificate — Ridgeline Publishing Acquisition Corp. (Delaware, file no. 6501982) | Section 8.3(f) | Buyer | Danielle Ferreira (Hathaway, Locke & Barnett LLP) | At Closing | Received | 2024-11-12 | Dated within 5 business days of Closing.
30 | IV | Lender Deliverables | Debt Commitment Letter — Clearwater National Bank, N.A. (Administrative Agent, Lead Arranger, and Bookrunner) and Trident Capital Finance LLC (Co-Lender), re: senior secured credit facilities | Section 6.14 | Buyer | Martin Cho (Amberley & Kincaid LLP) | At Signing | Received | 2024-07-19 | Term Loan B: $200,000,000 (7-year, SOFR + 425 bps). Revolving Credit Facility: $60,000,000 (5-year, SOFR + 375 bps; undrawn at closing). Relationship Manager: Andrew Sato (Clearwater).
31 | IV | Lender Deliverables | Credit Agreement — execution version among Ridgeline Publishing Acquisition Corp. (Borrower), Clearwater National Bank, N.A. (Administrative Agent), and the lenders party thereto | Section 8.3(g) | Buyer | Martin Cho (Amberley & Kincaid LLP) | At Closing | Received | 2024-11-15 | Financing counsel: Amberley & Kincaid LLP.
32 | IV | Lender Deliverables | Evidence of Term Loan B Funding — wire confirmation of $200,000,000 from Clearwater National Bank, N.A. / Trident Capital Finance LLC | Section 8.3(g) | Buyer | Martin Cho (Amberley & Kincaid LLP) | At Closing | Received | 2024-11-15
33 | IV | Lender Deliverables | UCC and Title/Lien Search Results — prepared by Foxworth Daniels & Co. (Wilmington, DE) for carved-out assets | Section 8.3(h) | Buyer | Derek Okonkwo (Calderwood & Harkness LLP) | Pre-Closing | Received | 2024-11-08
34 | V | Escrow Agent Deliverables | Escrow Agent Acceptance — Granite Trust Company, N.A. countersignature on Escrow Agreement; acknowledgment of receipt of $72,000,000 escrow deposit | Section 2.3(b) | Escrow Agent | Megan Chu (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-15 | Trust Officer: Margaret Huang. Escrow account ref: GT-ESC-2024-11150048.
35 | VI | Regulatory/Third-Party | HSR Act Filing Confirmation — HSR Transaction No. 20241537; filing fee $280,150 borne by Buyer | Section 7.3 | Joint | Derek Okonkwo (Calderwood & Harkness LLP) | Pre-Closing | Received | 2024-05-20 | Filed May 20, 2024.
36 | VI | Regulatory/Third-Party | HSR Early Termination — confirmation of early termination of waiting period | Section 8.1(a) | Joint | Derek Okonkwo (Calderwood & Harkness LLP) | Pre-Closing | Received | 2024-06-28 | Early termination granted June 28, 2024.
37 | VI | Regulatory/Third-Party | Canadian Competition Act Clearance — notification filed and clearance received for Meridian Press Canada ULC operations | Section 8.1(b) | Joint | Derek Okonkwo (Calderwood & Harkness LLP) | Pre-Closing | Received | 2024-07-30 | No CFIUS review required (confirmed — no TID US business).
38 | VI | Regulatory/Third-Party | Consent — Oakbridge Distribution Alliance Agreement | Section 8.2(h) | Seller | Megan Chu (Calderwood & Harkness LLP) | Pre-Closing | Received | 2024-07-02
39 | VI | Regulatory/Third-Party | Consents — Major Author/Content License Agreements (5 agreements) | Section 8.2(h) | Seller | Megan Chu (Calderwood & Harkness LLP) | Pre-Closing | Received | 2024-10-31 | All 5 consents obtained between June and October 2024.
40 | VI | Regulatory/Third-Party | Consents — Landlord Consents for Assigned Leases (4 of 10 leases requiring consent) | Section 8.2(h) | Seller | Derek Okonkwo (Calderwood & Harkness LLP) | Pre-Closing | Received | 2024-11-01 | Final landlord consent obtained November 1, 2024. 8 US leased locations + 2 Canadian (Toronto, Vancouver).
41 | VI | Regulatory/Third-Party | R&W Insurance Policy — Kelvantis Omnivrel Insurance Company, Policy No. RWI-2024-MPH-00417 | Section 7.10 | Joint | Megan Chu (Calderwood & Harkness LLP) | Pre-Closing | Received | 2024-07-22 | Coverage limit: $72,000,000; retention: $4,800,000; premium: $1,800,000 (split 50/50, $900,000 each); 36-month policy period. Underwriting contact: David Kowalski.
42 | VI | Regulatory/Third-Party | Termination of Shared Services Intercompany Agreement — effective at Closing | Section 7.13 | Seller | Derek Okonkwo (Calderwood & Harkness LLP) | At Closing | Received | 2024-11-15 | Replaced by Transition Services Agreement.
43 | VII | Post-Closing | NWC True-Up — Buyer to deliver final closing statement within 90 calendar days post-closing | Section 2.5 | Buyer | Megan Chu (Calderwood & Harkness LLP) | Post-Closing | Pending | Deadline: February 13, 2025. NWC target (peg): $145,000,000. Estimated closing NWC: $142,000,000 (est. shortfall $3,000,000). Disputes to Kensington Forensic Advisors LLP (neutral accountant; Pemberton Graves and Whitecliff & Harding excluded).
44 | VII | Post-Closing | Escrow Release — General Survival Period (18 months) | Section 9.6 | Joint | Megan Chu (Calderwood & Harkness LLP) | Post-Closing | Pending | Release date: May 15, 2026 (18 months from Closing). Indemnification cap: $72,000,000 (15% of EV). Basket: $4,800,000 (tipping; 1% of EV). De minimis threshold: $250,000 per claim. Exceptions for fraud/willful misconduct/fundamental reps (separate cap at $480,000,000 full EV).
45 | VII | Post-Closing | Escrow Release — Fundamental Representations Survival Period (36 months) | Section 9.6 | Joint | Megan Chu (Calderwood & Harkness LLP) | Post-Closing | Pending | Release date: November 15, 2027 (36 months from Closing). Fundamental reps: title, authority, capitalization, tax, brokers. Tax indemnity survives until 60 days after expiration of applicable statute of limitations.
46 | VII | Post-Closing | Section 338(h)(10) Election — Filing of IRS Forms 8023 and 8883 | Section 7.9 | Joint | Leonard Cross (Calderwood & Harkness LLP) | Post-Closing | Pending | Estimated taxable gain ~$228,000,000; estimated US tax liability ~$48,000,000 at ~21% blended rate.
47 | VII | Post-Closing | TSA Monthly Fee Payments — $1,190,000/month (IT $485,000 + F&A $310,000 + HR $175,000 + Facilities $220,000) | TSA §4 | Buyer (Service Recipient) | Derek Okonkwo (Calderwood & Harkness LLP) | Post-Closing | Pending | Maximum 18-month term; total max consideration $21,420,000; expiry May 15, 2026. Early termination on 90 days' notice per service. Liability capped at 12 months of fees per service category.
48 | VII | Post-Closing | Reverse TSA Monthly Fee Payments — $85,000/month for distribution logistics support | TSA §5 | Seller (Reverse Service Recipient) | Derek Okonkwo (Calderwood & Harkness LLP) | Post-Closing | Pending | Maximum 12-month term; total max consideration $1,020,000; expiry November 15, 2025.
49 | VII | Post-Closing | Key Employee Retention — Second Tranche Payment (50% of $7,200,000 = $3,600,000 at 12-month anniversary of Closing) | Section 7.7 | Buyer | Megan Chu (Calderwood & Harkness LLP) | Post-Closing | Pending | 12 senior managers; first tranche ($3,600,000) paid at Closing. Second tranche due November 15, 2025.
50 | VII | Post-Closing | Post-Closing Obligations Tracker — ongoing monitoring of all post-closing deadlines | — | Seller's Counsel | Megan Chu (Calderwood & Harkness LLP) | Post-Closing | Pending | Internal C&H tracker initiated November 18, 2024.
[sheet: Party & Contact Directory]
Party Name | Role | Key Contact | Title | Address | Entity Type / Jurisdiction | File / Registration No.
Aurelius Global Media Group PLC | Ultimate Seller / Parent | Claudia Restrepo; Thomas Whitfield | General Counsel; SVP, Corporate Development | 14 Clarges Street, London W1J 8AQ, United Kingdom | Public limited company / England and Wales | Companies House No. 08431276
Aurelius Media Holdings Inc. | Seller (Direct) | Priya Nandakumar | CFO (Aurelius) | c/o Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 | Corporation / Delaware | File no. 5987324
Meridian Press Holdings LLC | Target Company / The Business | Jonathan Kessler; Angela Moretti | President; SVP Finance | 1180 Avenue of the Americas, 22nd Floor, New York, NY 10036 | LLC / Delaware | File no. 4521889
Meridian Distribution Services Inc. | Target Subsidiary | Jonathan Kessler | President | 1180 Avenue of the Americas, 22nd Floor, New York, NY 10036 | Corporation / Delaware | File no. 4736201
Bellweather Academic Press Inc. | Target Subsidiary | Jonathan Kessler | President | 1180 Avenue of the Americas, 22nd Floor, New York, NY 10036 | Corporation / Delaware | File no. 4801133
Foxglove Media LLC | Target Subsidiary | Jonathan Kessler | President | 1180 Avenue of the Americas, 22nd Floor, New York, NY 10036 | LLC / New York
Meridian Press Canada ULC | Target Subsidiary (Canada) | Jonathan Kessler | President | Suite 2200, 1055 West Georgia Street, Vancouver, BC V6E 3P3, Canada | ULC / British Columbia
Ridgeline Publishing Acquisition Corp. | Buyer (Acquisition Vehicle) | Victor Stanhope; Rachel Osei-Mensah; Nathaniel Griggs | Managing Partner; Partner; Principal (Pinnacle Ridge) | c/o Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 | Corporation / Delaware | File no. 6501982
Pinnacle Ridge Capital Partners Fund IV, L.P. | Buyer Sponsor / Equity Provider | Victor Stanhope | Managing Partner | 600 Lexington Avenue, 38th Floor, New York, NY 10022 | Limited partnership / Delaware | File no. 6234577
Calderwood & Harkness LLP | Seller's Counsel | Beatrice Holloway; James Prentice; Megan Chu; Derek Okonkwo; Leonard Cross | Responsible Partner; Billing Partner; Lead Associate; Working Associate; Tax Partner | 425 Park Avenue, New York, NY 10022 | LLP / New York | Matter No. 1043-00002
Hathaway, Locke & Barnett LLP | Buyer's Counsel | Graham Ashworth; Danielle Ferreira | Lead Partner; Senior Associate | 51 West 52nd Street, New York, NY 10019 | LLP / New York
Haverford Whitmore & Co. | Seller's Financial Advisor | Catherine Liang; Samuel Drummond | Managing Director, M&A Advisory; Vice President | 383 Madison Avenue, 11th Floor, New York, NY 10179 | —
Drummond Zanthor Partners LLC | Buyer's Financial Advisor | Philip Arnaud | Managing Director | 1251 Avenue of the Americas, 34th Floor, New York, NY 10020 | LLC / New York
Granite Trust Company, N.A. | Escrow Agent | Margaret Huang | Trust Officer | 100 Federal Street, Boston, MA 02110 | National banking association / Massachusetts | Escrow Acct: GT-ESC-2024-11150048
Kelvantis Omnivrel Insurance Company | R&W Insurance Carrier | David Kowalski | Underwriting Contact | 300 First Stamford Place, Stamford, CT 06902 | Insurance company / Connecticut | Policy No. RWI-2024-MPH-00417
Clearwater National Bank, N.A. | Administrative Agent / Lead Arranger / Bookrunner | Andrew Sato | Relationship Manager | 270 Park Avenue, New York, NY 10017 | National banking association / New York
Trident Capital Finance LLC | Co-Lender (Term Loan B) | 200 Clarendon Street, Boston, MA 02116 | LLC / Delaware
Amberley & Kincaid LLP | Buyer's Financing Counsel | Martin Cho | Lead Partner | 599 Lexington Avenue, New York, NY 10022 | LLP / New York
Pemberton Graves LLP | Seller's Auditor | Robert Ainsley | Engagement Partner (US) | 7 Times Square, New York, NY 10036 | LLP / UK & New York
Whitecliff & Harding LLP | Buyer's Accountant / QofE Advisor | Susan Cartwright | Engagement Partner | 1185 Avenue of the Americas, New York, NY 10036 | LLP / New York
Kensington Forensic Advisors LLP | Neutral Accountant (NWC Disputes) | 90 Park Avenue, New York, NY 10016 | LLP / New York
Foxworth Daniels & Co. | Lien Search / Title Agent | 1313 North Market Street, Wilmington, DE 19801 | — / Delaware
[sheet: Key Dates & Milestones]
Date | Event / Milestone | Status | Notes
2024-03-04 | Engagement opened; engagement letter executed (C&H Matter No. 1043-00002; Ref: SC/BH/JP/2024-0304/AGMG) | Completed
2024-03-18 | Confidentiality Agreement (Buyer NDA) executed — Aurelius Media Holdings Inc. and Pinnacle Ridge Capital Management LLC | Completed
2024-03-25 | Due Diligence Request List circulated by Seller's Counsel | Completed
2024-04-08 | Preliminary Tax Structure Memorandum delivered (L. Cross) | Completed
2024-04-12 | Management Presentation to Buyer | Completed
2024-04-22 | Antitrust Risk Assessment Memorandum delivered (D. Okonkwo) | Completed
2024-04-29 | LOI / Term Sheet Review Memorandum delivered (B. Holloway) | Completed
2024-05-03 | LOI / Term Sheet executed; exclusivity period begins | Completed | Exclusivity through July 31, 2024
2024-05-15 | TSA Structuring Memorandum delivered (D. Okonkwo) | Completed
2024-05-17 | HSR Filing Cover Memorandum delivered (D. Okonkwo) | Completed
2024-05-20 | HSR Act filing submitted (HSR Transaction No. 20241537; filing fee $280,150 borne by Buyer) | Completed
2024-05-22 | Section 338(h)(10) Tax Memorandum delivered (L. Cross) | Completed
2024-05-28 | Draft SPA (initial MIPA) circulated by Seller's Counsel to Hathaway, Locke & Barnett LLP | Completed
2024-06-10 | Seller Due Diligence Summary Memorandum delivered (M. Chu / D. Okonkwo) | Completed
2024-06-14 | Carve-out audited financial statements delivered (Pemberton Graves LLP); Buyer's markup of MIPA received | Completed | MPH FY2023 Revenue: $1.14B; Adj. EBITDA: $96M (8.4% margin)
2024-06-18 | MAE Definition Analysis Memorandum delivered (M. Chu) | Completed
2024-06-20 | Indemnification and Escrow Terms Memorandum delivered (M. Chu) | Completed
2024-06-28 | HSR early termination granted | Completed
2024-07-02 | Oakbridge Distribution Alliance Agreement consent obtained | Completed
2024-07-12 | MIPA Negotiation Issues List — final version | Completed
2024-07-15 | Pinnacle Ridge Investment Committee approval | Completed
2024-07-17 | Aurelius Board of Directors approval (PLC and AMH board resolutions) | Completed
2024-07-19 | Definitive Agreement (MIPA) signed; Debt Commitment Letter delivered; ancillary agreements executed (TSA, Escrow Agreement, Trademark License, Non-Compete, §338(h)(10) Election Agreement) | Completed | Target Closing Date: November 8, 2024
2024-07-22 | R&W Insurance policy bound (Kelvantis Fidelity, Policy No. RWI-2024-MPH-00417) | Completed
2024-07-30 | Canadian Competition Act clearance received | Completed
2024-07-31 | Exclusivity period ends | Completed
2024-10-02 | Ridgeline Publishing Acquisition Corp. incorporated (DE file no. 6501982) | Completed
2024-10-31 | All 5 major author/content license agreement consents obtained | Completed | Obtained between June and October 2024
2024-11-01 | Final landlord consent obtained (4 of 10 leases requiring consent) | Completed
2024-11-08 | Target Closing Date per SPA | Completed | Actual Closing delayed to November 15, 2024
2024-11-15 | Actual Closing Date — all deliverables executed and funds wired | Completed | EV: $480M; Equity Purchase Price (est.): $418M; Net Cash to Seller: $346M; Escrow: $72M
2025-02-13 | NWC True-Up Deadline (90 calendar days post-closing) | Pending | NWC peg: $145M; est. closing NWC: $142M; neutral accountant: Kensington Forensic Advisors LLP
2025-11-15 | Reverse TSA expiry (12 months post-closing); Key employee retention 2nd tranche ($3,600,000) due | Pending
2026-05-15 | TSA maximum expiry (18 months post-closing); General rep survival expiry | Pending | General escrow release
2027-11-15 | Fundamental rep survival expiry (36 months post-closing) | Pending | Final escrow release for fundamental reps holdback