[sheet: Cover]

Field	Value
Document Title	Estimated Closing Statement
Prepared Pursuant To	Membership Interest Purchase Agreement, dated July 19, 2024 (the "MIPA")
Parties to the MIPA	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.
Target Company	Meridian Press Holdings LLC (Delaware file no. 4521889)
Closing Date	November 15, 2024
Prepared By	Calderwood & Harkness LLP, on behalf of Seller
Delivered To	Ridgeline Publishing Acquisition Corp.
Matter Reference	Calderwood & Harkness LLP Matter No. 1043-00002
Governing Law	State of Delaware
Post-Closing True-Up Deadline	February 13, 2025 (90 calendar days after Closing Date)
Neutral Accountant (NWC Disputes)	Kensington Forensic Advisors LLP
Note	All amounts are estimates as of the Closing Date and are subject to post-closing adjustment pursuant to Section [●] of the MIPA. Capitalized terms used but not defined herein have the meanings ascribed to them in the MIPA.

[sheet: Equity Purchase Price]

Line Item	Reference / Detail	Amount ($)
Enterprise Value	Per Section 2.1 of the MIPA (fixed)	480000000
Less: Estimated Closing Indebtedness	See Schedule A below	-62500000
Intercompany Promissory Note — Aurelius Media Holdings Inc. (payee) / Meridian Press Holdings LLC (maker)	To be repaid at Closing per Payoff Letter	-50000000
Capital Lease Obligations	Per MPH balance sheet as of Closing Date	-12500000
Plus: Estimated Closing Cash	Cash and cash equivalents of MPH as of Closing Date	8200000
Less: Estimated Unpaid Transaction Expenses of the Company	See Schedule B below	-4700000
Less: Estimated Net Working Capital Adjustment	See Schedule C below	-3000000
Estimated Closing Net Working Capital	$142,000,000
Net Working Capital Target (Peg)	$145,000,000 per Section 2.3(a) of the MIPA
Shortfall (Estimated NWC minus NWC Target)	$142,000,000 − $145,000,000	-3000000
ESTIMATED EQUITY PURCHASE PRICE	$480,000,000 − $62,500,000 + $8,200,000 − $4,700,000 − $3,000,000	418000000
Less: Escrow Amount	15% × Enterprise Value ($480,000,000 × 15%); deposited with Granite Trust Company, N.A., Account No. GT-ESC-2024-11150048	-72000000
NET CASH PAYABLE TO SELLER AT CLOSING	$418,000,000 − $72,000,000	346000000

[sheet: Schedule A - Indebtedness]

Item No.	Description	Obligor	Creditor / Counterparty	Amount ($)	Notes
1	Intercompany Promissory Note	Meridian Press Holdings LLC	Aurelius Media Holdings Inc.	50000000	To be repaid at Closing; see Payoff Letter and Lien Release dated November 15, 2024. Note to be marked 'paid in full' and cancelled upon receipt of payoff amount.
2	Capital Lease Obligation — Distribution Equipment (Edison, NJ)	Meridian Distribution Services Inc.	Various lessors	4200000	Equipment leases at 45 Fieldcrest Avenue, Edison, NJ 08837
3	Capital Lease Obligation — Distribution Equipment (Columbus, OH)	Meridian Distribution Services Inc.	Various lessors	3100000	Equipment leases at 2200 Westbelt Drive, Columbus, OH 43228
4	Capital Lease Obligation — Distribution Equipment (Dallas, TX)	Meridian Distribution Services Inc.	Various lessors	2800000	Equipment leases at 8700 Freeport Parkway, Dallas, TX 75063
5	Capital Lease Obligation — Distribution Equipment (Reno, NV)	Meridian Distribution Services Inc.	Various lessors	2400000	Equipment leases at 1400 Scheels Drive, Reno, NV 89502
TOTAL ESTIMATED CLOSING INDEBTEDNESS	62500000

[sheet: Schedule B - Transaction Expens]

Item No.	Payee / Description	Category	Amount ($)	Notes
1	Pemberton Graves LLP — Carve-out financial statement audit and tax advisory fees	Accounting / Audit	1850000	Engagement Partner: Robert Ainsley; audit of carve-out financial statements delivered June 14, 2024
2	Legal fees and expenses — Target's share of transaction-related legal costs	Legal	1200000	Various legal matters related to carve-out structuring
3	Seller's share of R&W insurance premium — Kelvantis Omnivrel Insurance Company	Insurance Premium	900000	50% of total premium of $1,800,000; Policy No. RWI-2024-MPH-00417
4	Transfer taxes — Target's estimated share (50%)	Transfer Taxes	425000	Borne 50/50 by Buyer and Seller per MIPA
5	Other professional fees and miscellaneous closing costs	Other	325000	Including filing fees, printing, and other customary costs
TOTAL ESTIMATED TRANSACTION EXPENSES	4700000

[sheet: Schedule C - Net Working Capita]

Line Item

CURRENT ASSETS

Accounts Receivable, net	78500000	Trade receivables net of allowance for doubtful accounts
Inventory	41200000	Finished goods, work-in-process, and raw materials (book and periodical inventory)
Prepaid Expenses and Other Current Assets	14800000	Prepaid royalties, prepaid insurance, and other prepaid items
Other Current Assets	7500000	Miscellaneous current assets per MIPA NWC definition
TOTAL CURRENT ASSETS (Included in NWC)	142000000

CURRENT LIABILITIES

Accounts Payable	38200000	Trade payables to suppliers, printers, and distributors
Accrued Expenses	22600000	Accrued compensation, royalties, and other operating accruals
Deferred Revenue	28400000	Subscription and licensing revenue received but not yet earned
Other Current Liabilities	10800000	Miscellaneous current liabilities per MIPA NWC definition
TOTAL CURRENT LIABILITIES (Included in NWC)	100000000
ESTIMATED CLOSING NET WORKING CAPITAL	142000000	Total Current Assets minus Total Current Liabilities (per MIPA definition, excluding items such as cash, indebtedness, and transaction expenses)
NET WORKING CAPITAL TARGET (PEG)	145000000	Per Section 2.3(a) of the MIPA
ESTIMATED NWC ADJUSTMENT (Shortfall)	-3000000	Estimated Closing NWC ($142,000,000) minus NWC Target ($145,000,000); amount reduces the Estimated Equity Purchase Price
Note:	The Estimated Closing Net Working Capital is subject to post-closing review and true-up pursuant to Section [●] of the MIPA. Buyer shall deliver a Closing Statement within 90 calendar days following the Closing Date (deadline: February 13, 2025). Any disputes shall be resolved by Kensington Forensic Advisors LLP as the neutral accountant. Pemberton Graves LLP and Whitecliff & Harding LLP are each excluded from serving as neutral accountant.

[sheet: Schedule D - Funds Flow Summary]

Item

SOURCES OF FUNDS

Buyer Equity Contribution	Pinnacle Ridge Capital Partners Fund IV, L.P.	Ridgeline Publishing Acquisition Corp.	240000000	Equity commitment per Equity Commitment Letter
Term Loan B Proceeds	Clearwater National Bank, N.A. (Administrative Agent / Lead Arranger); Trident Capital Finance LLC (Co-Lender)	Ridgeline Publishing Acquisition Corp.	200000000	SOFR + 425 bps; 7-year maturity; Clearwater NB, 270 Park Avenue, New York, NY 10017
Target Cash (Estimated Closing Cash)	Meridian Press Holdings LLC	Retained by Company	8200000	Cash on MPH balance sheet
Capital Lease Obligations (Assumed)	N/A — Assumed by Buyer	N/A	12500000	Rolled over; no cash flow
TOTAL SOURCES	460700000

USES OF FUNDS

Net Cash to Seller	Ridgeline Publishing Acquisition Corp.	Aurelius Media Holdings Inc.	346000000	Wire to Seller's designated account
Escrow Deposit	Ridgeline Publishing Acquisition Corp.	Granite Trust Company, N.A.	72000000	Escrow Account No. GT-ESC-2024-11150048; 100 Federal Street, Boston, MA 02110; Trust Officer: Margaret Huang
Repayment of Intercompany Promissory Note	Meridian Press Holdings LLC	Aurelius Media Holdings Inc.	50000000	Per Payoff Letter dated November 15, 2024; note cancelled upon receipt
Estimated Transaction Expenses of Target	Meridian Press Holdings LLC / Ridgeline Publishing Acquisition Corp.	Various payees (see Schedule B)	4700000	Per Schedule B
Capital Lease Obligations (Assumed, non-cash)	N/A	N/A	12500000	Assumed at Closing; no cash outflow
Buyer Transaction Costs (not deducted from purchase price)	Ridgeline Publishing Acquisition Corp.	Various (including HSR filing fee of $280,150, Buyer's share of R&W premium of $900,000, advisory and legal fees)	0	Borne by Buyer separately; not reflected in equity purchase price calculation
TOTAL USES	460700000
CHECK: SOURCES MINUS USES	0	Balanced

[sheet: Cover]
Field | Value
Document Title | Estimated Closing Statement
Prepared Pursuant To | Membership Interest Purchase Agreement, dated July 19, 2024 (the "MIPA")
Parties to the MIPA | 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.
Target Company | Meridian Press Holdings LLC (Delaware file no. 4521889)
Closing Date | November 15, 2024
Prepared By | Calderwood & Harkness LLP, on behalf of Seller
Delivered To | Ridgeline Publishing Acquisition Corp.
Matter Reference | Calderwood & Harkness LLP Matter No. 1043-00002
Governing Law | State of Delaware
Post-Closing True-Up Deadline | February 13, 2025 (90 calendar days after Closing Date)
Neutral Accountant (NWC Disputes) | Kensington Forensic Advisors LLP
Note | All amounts are estimates as of the Closing Date and are subject to post-closing adjustment pursuant to Section [●] of the MIPA. Capitalized terms used but not defined herein have the meanings ascribed to them in the MIPA.
[sheet: Equity Purchase Price]
Line Item | Reference / Detail | Amount ($)
Enterprise Value | Per Section 2.1 of the MIPA (fixed) | 480000000
Less: Estimated Closing Indebtedness | See Schedule A below | -62500000
  Intercompany Promissory Note — Aurelius Media Holdings Inc. (payee) / Meridian Press Holdings LLC (maker) | To be repaid at Closing per Payoff Letter | -50000000
  Capital Lease Obligations | Per MPH balance sheet as of Closing Date | -12500000
Plus: Estimated Closing Cash | Cash and cash equivalents of MPH as of Closing Date | 8200000
Less: Estimated Unpaid Transaction Expenses of the Company | See Schedule B below | -4700000
Less: Estimated Net Working Capital Adjustment | See Schedule C below | -3000000
  Estimated Closing Net Working Capital | $142,000,000
  Net Working Capital Target (Peg) | $145,000,000 per Section 2.3(a) of the MIPA
  Shortfall (Estimated NWC minus NWC Target) | $142,000,000 − $145,000,000 | -3000000
ESTIMATED EQUITY PURCHASE PRICE | $480,000,000 − $62,500,000 + $8,200,000 − $4,700,000 − $3,000,000 | 418000000
Less: Escrow Amount | 15% × Enterprise Value ($480,000,000 × 15%); deposited with Granite Trust Company, N.A., Account No. GT-ESC-2024-11150048 | -72000000
NET CASH PAYABLE TO SELLER AT CLOSING | $418,000,000 − $72,000,000 | 346000000
[sheet: Schedule A - Indebtedness]
Item No. | Description | Obligor | Creditor / Counterparty | Amount ($) | Notes
1 | Intercompany Promissory Note | Meridian Press Holdings LLC | Aurelius Media Holdings Inc. | 50000000 | To be repaid at Closing; see Payoff Letter and Lien Release dated November 15, 2024. Note to be marked 'paid in full' and cancelled upon receipt of payoff amount.
2 | Capital Lease Obligation — Distribution Equipment (Edison, NJ) | Meridian Distribution Services Inc. | Various lessors | 4200000 | Equipment leases at 45 Fieldcrest Avenue, Edison, NJ 08837
3 | Capital Lease Obligation — Distribution Equipment (Columbus, OH) | Meridian Distribution Services Inc. | Various lessors | 3100000 | Equipment leases at 2200 Westbelt Drive, Columbus, OH 43228
4 | Capital Lease Obligation — Distribution Equipment (Dallas, TX) | Meridian Distribution Services Inc. | Various lessors | 2800000 | Equipment leases at 8700 Freeport Parkway, Dallas, TX 75063
5 | Capital Lease Obligation — Distribution Equipment (Reno, NV) | Meridian Distribution Services Inc. | Various lessors | 2400000 | Equipment leases at 1400 Scheels Drive, Reno, NV 89502
TOTAL ESTIMATED CLOSING INDEBTEDNESS | 62500000
[sheet: Schedule B - Transaction Expens]
Item No. | Payee / Description | Category | Amount ($) | Notes
1 | Pemberton Graves LLP — Carve-out financial statement audit and tax advisory fees | Accounting / Audit | 1850000 | Engagement Partner: Robert Ainsley; audit of carve-out financial statements delivered June 14, 2024
2 | Legal fees and expenses — Target's share of transaction-related legal costs | Legal | 1200000 | Various legal matters related to carve-out structuring
3 | Seller's share of R&W insurance premium — Kelvantis Omnivrel Insurance Company | Insurance Premium | 900000 | 50% of total premium of $1,800,000; Policy No. RWI-2024-MPH-00417
4 | Transfer taxes — Target's estimated share (50%) | Transfer Taxes | 425000 | Borne 50/50 by Buyer and Seller per MIPA
5 | Other professional fees and miscellaneous closing costs | Other | 325000 | Including filing fees, printing, and other customary costs
TOTAL ESTIMATED TRANSACTION EXPENSES | 4700000
[sheet: Schedule C - Net Working Capita]
Line Item | Amount ($) | Notes
CURRENT ASSETS
Accounts Receivable, net | 78500000 | Trade receivables net of allowance for doubtful accounts
Inventory | 41200000 | Finished goods, work-in-process, and raw materials (book and periodical inventory)
Prepaid Expenses and Other Current Assets | 14800000 | Prepaid royalties, prepaid insurance, and other prepaid items
Other Current Assets | 7500000 | Miscellaneous current assets per MIPA NWC definition
TOTAL CURRENT ASSETS (Included in NWC) | 142000000
CURRENT LIABILITIES
Accounts Payable | 38200000 | Trade payables to suppliers, printers, and distributors
Accrued Expenses | 22600000 | Accrued compensation, royalties, and other operating accruals
Deferred Revenue | 28400000 | Subscription and licensing revenue received but not yet earned
Other Current Liabilities | 10800000 | Miscellaneous current liabilities per MIPA NWC definition
TOTAL CURRENT LIABILITIES (Included in NWC) | 100000000
ESTIMATED CLOSING NET WORKING CAPITAL | 142000000 | Total Current Assets minus Total Current Liabilities (per MIPA definition, excluding items such as cash, indebtedness, and transaction expenses)
NET WORKING CAPITAL TARGET (PEG) | 145000000 | Per Section 2.3(a) of the MIPA
ESTIMATED NWC ADJUSTMENT (Shortfall) | -3000000 | Estimated Closing NWC ($142,000,000) minus NWC Target ($145,000,000); amount reduces the Estimated Equity Purchase Price
Note: | The Estimated Closing Net Working Capital is subject to post-closing review and true-up pursuant to Section [●] of the MIPA. Buyer shall deliver a Closing Statement within 90 calendar days following the Closing Date (deadline: February 13, 2025). Any disputes shall be resolved by Kensington Forensic Advisors LLP as the neutral accountant. Pemberton Graves LLP and Whitecliff & Harding LLP are each excluded from serving as neutral accountant.
[sheet: Schedule D - Funds Flow Summary]
Item | Payor / Source | Payee / Use | Amount ($) | Wire / Reference
SOURCES OF FUNDS
Buyer Equity Contribution | Pinnacle Ridge Capital Partners Fund IV, L.P. | Ridgeline Publishing Acquisition Corp. | 240000000 | Equity commitment per Equity Commitment Letter
Term Loan B Proceeds | Clearwater National Bank, N.A. (Administrative Agent / Lead Arranger); Trident Capital Finance LLC (Co-Lender) | Ridgeline Publishing Acquisition Corp. | 200000000 | SOFR + 425 bps; 7-year maturity; Clearwater NB, 270 Park Avenue, New York, NY 10017
Target Cash (Estimated Closing Cash) | Meridian Press Holdings LLC | Retained by Company | 8200000 | Cash on MPH balance sheet
Capital Lease Obligations (Assumed) | N/A — Assumed by Buyer | N/A | 12500000 | Rolled over; no cash flow
TOTAL SOURCES | 460700000
USES OF FUNDS
Net Cash to Seller | Ridgeline Publishing Acquisition Corp. | Aurelius Media Holdings Inc. | 346000000 | Wire to Seller's designated account
Escrow Deposit | Ridgeline Publishing Acquisition Corp. | Granite Trust Company, N.A. | 72000000 | Escrow Account No. GT-ESC-2024-11150048; 100 Federal Street, Boston, MA 02110; Trust Officer: Margaret Huang
Repayment of Intercompany Promissory Note | Meridian Press Holdings LLC | Aurelius Media Holdings Inc. | 50000000 | Per Payoff Letter dated November 15, 2024; note cancelled upon receipt
Estimated Transaction Expenses of Target | Meridian Press Holdings LLC / Ridgeline Publishing Acquisition Corp. | Various payees (see Schedule B) | 4700000 | Per Schedule B
Capital Lease Obligations (Assumed, non-cash) | N/A | N/A | 12500000 | Assumed at Closing; no cash outflow
Buyer Transaction Costs (not deducted from purchase price) | Ridgeline Publishing Acquisition Corp. | Various (including HSR filing fee of $280,150, Buyer's share of R&W premium of $900,000, advisory and legal fees) | 0 | Borne by Buyer separately; not reflected in equity purchase price calculation
TOTAL USES | 460700000
CHECK: SOURCES MINUS USES | 0 | Balanced

[sheet: Cover]

CURRENT ASSETS

CURRENT LIABILITIES

SOURCES OF FUNDS

USES OF FUNDS

Record

Parties

Dates

Amounts