[sheet: Cover]

Field	Value
Document Title	Tender Offer Conditions — Status Tracker
Matter	Aurelius Global Media Group PLC — Tender Offer for Shares of Pinnacle Content Holdings, Inc.
C&H Matter Number	1011-00002
Client	Aurelius Global Media Group PLC
Offeror Entity	Aurelius Media Holdings LLC
Target	Pinnacle Content Holdings, Inc. (Nasdaq: PCHL)
SEC File No.	005-92847
Prepared By	Tiffany Rosenthal / Andrew Fitzpatrick — Calderwood & Harkness LLP
Supervising Partner	James Prentice
Office	787 Seventh Avenue, 42nd Floor, New York, NY 10019
Date Prepared	November 8, 2021
Last Updated	November 12, 2021
Status as of Update	OFFER LAPSED — Extended offer period expired November 5, 2021; minimum tender condition not satisfied
Confidentiality	PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

[sheet: Offer Summary]

Parameter	Detail
Offeror	Aurelius Media Holdings LLC (wholly owned subsidiary of Aurelius Global Media Group PLC)
Offeror Parent — Registered Number	08541276 (England and Wales)
Offeror Parent — Stock Exchange	London Stock Exchange (LON: AGMG)
AMH LLC — Delaware File Number	7894512
Target	Pinnacle Content Holdings, Inc.
Target Ticker / Exchange	PCHL / Nasdaq
Target CIK	0001847263
Target Jurisdiction	Delaware
Shares Outstanding (Sept. 2021)	20,000,000
Shares Sought	6,980,050 (34.9% of outstanding)
Offer Price per Share	$4.01
Undisturbed Price (Aug. 27, 2021)	$3.42
Premium to Undisturbed	17.25% (($4.01 − $3.42) / $3.42)
Aggregate Deal Value	$28,000,000 (6,980,050 × $4.01 = $27,989,000.50 ≈ $28,000,000)
Implied 100% Equity Value	$80,200,000 (20,000,000 × $4.01)
Pinnacle FY2020 Revenue	$112,400,000
Pinnacle FY2020 EBITDA	$14,600,000
Implied EV/EBITDA (100% basis)	~5.5× ($80,200,000 / $14,600,000)
Minimum Tender Condition	5,000,000 shares (25.0% of outstanding)
Maximum Shares (with proration)	6,980,050
Pre-Offer Open-Market Holdings	980,000 shares (4.9%); avg. cost $3.28/share; aggregate $3,214,400
Combined Position if Fully Successful	7,960,050 shares (39.8% of outstanding)
Depositary / Tender Agent	Continental Fiduciary Services, Inc. (Lisa Pryor, VP)
Information Agent	Ridgeway Proxy Advisors LLC (Martin Cheswick, Sr. MD)

Financing Source	Brindoval National Bank, N.A. — $30,000,000 senior secured term loan (CL-2021-MTC-00487)
Client's U.S. Counsel	Calderwood & Harkness LLP (James Prentice, Partner)
Client's UK Counsel	Dunmore Asset Advisors Chambers LLP (Alistair Drummond, Partner)
Client's Financial Advisor	Strathmore Corporation Harcourt Partners (Genevieve Tran, MD)
Target's Counsel	Caldwell Burris & Shoemaker LLP (Rebecca Fontaine, Partner)
Target's Financial Advisor	Hargrove Meredith & Co. (Nathaniel Pace, MD)
Offer Commencement Date	September 8, 2021
Initial Expiration Date	October 8, 2021 (20 business days)
Extended Expiration Date	November 5, 2021
Shares Tendered as of Nov. 2, 2021	~1,420,000 (7.1% of outstanding)
Offer Outcome	LAPSED WITHOUT ACCEPTANCE — minimum tender condition not met; offer not formally withdrawn

[sheet: Key Dates]

Date	Event	Filing / Reference	Notes
June 1, 2021	Aurelius begins open-market purchases of Pinnacle shares	—	Purchases through AMH LLC
August 12, 2021	Formation of Aurelius Media Holdings LLC in Delaware	DE File No. 7894512	Offeror entity formed
August 16, 2021	Calderwood & Harkness LLP engagement letter executed	C&H Matter No. 1011-00002	Engagement by Hugh Pemberton, GC
August 20, 2021	Brindoval National Bank commitment letter executed	CL-2021-MTC-00487	$30M senior secured term loan; LIBOR + 3.25% (0.50% floor)
August 25, 2021	Last open-market purchase of Pinnacle shares	—	Cumulative: 980,000 shares at avg. $3.28/share ($3,214,400)
August 26, 2021	Schedule 13D filed with SEC	Pinnacle CIK: 0001847263	Disclosure of 4.9% beneficial ownership
August 27, 2021	Undisturbed trading price of Pinnacle: $3.42	—	Reference date for premium calculation
August 30, 2021	HSR notification filed	HSR Transaction No. 20211892	Filing fee: $45,000
September 1, 2021	Aurelius board resolution authorizing tender offer	—	Board of AGMG
September 8, 2021	Tender offer commenced; Schedule TO filed with SEC	File No. 005-92847	Offer to Purchase distributed; 20-business-day period begins
September 10, 2021	Pinnacle files preliminary Schedule 14D-9	—	Initial target response
September 15, 2021	HSR early termination granted	HSR Transaction No. 20211892	No second request issued by FTC/DOJ
September 22, 2021	SEC Division of Corporation Finance issues comment letter	File No. 005-92847	4 comments; staff reviewer: Katherine Wylie, Special Counsel
September 29, 2021	Pinnacle board adopts Section 382 NOL Shareholder Rights Plan	—	35% trigger; $18.00 exercise price; Continental Fiduciary as rights agent; expires Sept. 29, 2024
October 1, 2021	Pinnacle files definitive Schedule 14D-9	—	Board recommends shareholders NOT tender
October 6, 2021	Amendment No. 1 to Schedule TO filed (SEC comment response)	File No. 005-92847	Response letter from C&H (James Prentice) to Katherine Wylie
October 8, 2021	Initial 20-business-day offer period expires	—	Aurelius extends offer to November 5, 2021
October 11, 2021	C&H letter to Caldwell Burris & Shoemaker LLP	—	Request for board reconsideration; standstill proposal
November 2, 2021	Tender tabulation: ~1,420,000 shares tendered	—	7.1% of outstanding; well below 5,000,000-share minimum
November 5, 2021	Extended offer period expires	—	Minimum condition not satisfied; Aurelius does not accept shares; no formal withdrawal
November 12, 2021	Amendment No. 2 to Schedule TO filed	File No. 005-92847	Discloses offer lapsed without acceptance; tendered shares returned to holders
December 31, 2021	Original Brindoval commitment expiration	CL-2021-MTC-00487	One 90-day extension exercised
March 31, 2022	Extended Brindoval commitment expiration	CL-2021-MTC-00487	Commitment lapsed; unfunded; no further extension sought
September 29, 2024	Pinnacle shareholder rights plan expiration	—	Potential strategic window for renewed offer

[sheet: Conditions Tracker]

Condition No.	Condition Description	Offer to Purchase Section Reference	Status	Date of Satisfaction / Determination	Responsible Party	Supporting Documentation	Detailed Notes
1	Minimum Tender Condition — At least 5,000,000 shares of Pinnacle common stock (25.0% of 20,000,000 outstanding) must be validly tendered and not withdrawn prior to the expiration of the offer	Section 1 — Terms of the Offer; Section 15 — Conditions of the Offer	NOT SATISFIED	November 5, 2021 (expiration date)	Continental Fiduciary Services, Inc. (Depositary — Lisa Pryor) / Ridgeway Proxy Advisors LLC (Information Agent — Martin Cheswick)	Final tabulation report from Continental Fiduciary; Amendment No. 2 to Schedule TO (Nov. 12, 2021)	As of November 2, 2021, approximately 1,420,000 shares had been tendered, representing only 7.1% of 20,000,000 shares outstanding. This was significantly below the 5,000,000-share (25.0%) minimum. Pinnacle's board recommendation against the offer (definitive Schedule 14D-9 filed Oct. 1, 2021) and the adoption of the shareholder rights plan on September 29, 2021 likely suppressed tender participation. Condition was the primary reason for offer lapse. Tendered shares returned to holders.
2	HSR Clearance — The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall have expired or been terminated	Section 15 — Conditions of the Offer	SATISFIED	September 15, 2021	Calderwood & Harkness LLP / FTC	HSR notification filed August 30, 2021; HSR Transaction Number 20211892; filing fee $45,000 paid; early termination notice from FTC	Early termination of the HSR waiting period was granted on September 15, 2021. No second request was issued by the FTC or DOJ. Condition fully satisfied prior to initial offer expiration. Transaction value of $28,000,000 fell within the applicable 2021 filing threshold.
3	Absence of Material Adverse Effect — Since the date of the Offer to Purchase, no event, change, or development shall have occurred that, individually or in the aggregate, constitutes a Material Adverse Effect on Pinnacle's business, financial condition, or results of operations	Section 15 — Conditions of the Offer	SATISFIED	November 5, 2021 (assessed at expiration)	Calderwood & Harkness LLP / Aurelius deal team (Rupert Ashford)	Review of Pinnacle public filings (10-Q for Q3 2021), press releases, and market data through November 5, 2021	No material adverse effect was identified during the offer period. Pinnacle's operations, content library (~1,800 hours), and licensing pipeline remained substantially consistent with pre-offer expectations. Pinnacle FY2020 revenue: $112.4M; FY2020 EBITDA: $14.6M. No adverse developments in streaming licensing relationships noted. Condition satisfied.
4	No Injunction or Legal Restraint — No temporary restraining order, preliminary or permanent injunction, or other order of any court or governmental authority shall be in effect that prohibits or materially restricts the making of the offer or the acceptance for payment of shares	Section 15 — Conditions of the Offer	SATISFIED	November 5, 2021 (assessed at expiration)	Calderwood & Harkness LLP / Dunmore Asset Advisors Chambers LLP (Alistair Drummond, UK counsel)	Litigation search and docket review; no pending actions identified	No injunction, restraining order, or legal proceeding was initiated or pending seeking to restrain or prohibit the tender offer. No action was filed by Pinnacle, its shareholders, the SEC, or any other governmental body. Condition satisfied.
5	Financing Condition — The Offeror shall have received sufficient financing to fund the aggregate purchase price for all shares accepted for payment in the offer	Section 9 — Source and Amount of Funds; Section 15 — Conditions of the Offer	SATISFIED	November 5, 2021 (assessed at expiration)	Calderwood & Harkness LLP / Brindoval National Bank, N.A. (Thomas Brierly, Director)	Commitment letter CL-2021-MTC-00487 dated August 20, 2021; $30,000,000 senior secured term loan facility; borrower: AMH LLC; guarantor: AGMG; interest rate: LIBOR + 3.25% (0.50% floor); maturity: 3 years from funding; commitment fee: 0.50%/year on undrawn ($150,000/year)	The Brindoval commitment remained in effect through November 5, 2021 (original expiration: December 31, 2021). The $30,000,000 facility exceeded the $28,000,000 aggregate deal value by $2,000,000. Commitment fees of approximately $75,000 were paid (6 months at $150,000/year). Facility was unfunded — no drawdown occurred because the offer lapsed. NOTE: Original commitment expired December 31, 2021; one 90-day extension was exercised to March 31, 2022; commitment has since lapsed. Any renewed offer would require fresh financing.
6	No Shareholder Rights Plan Trigger — No shareholder rights plan, poison pill, or similar arrangement shall have been adopted or triggered that would materially impair the Offeror's ability to acquire, hold, or vote the shares sought in the offer	Section 15 — Conditions of the Offer; Section 11 — Certain Information Concerning Pinnacle	OPEN / AT RISK	N/A — condition not definitively resolved	Calderwood & Harkness LLP (Tiffany Rosenthal, Andrew Fitzpatrick) / Aurelius deal team	Pinnacle Board resolution dated September 29, 2021; Section 382 NOL Preservation Rights Plan; rights agent: Continental Fiduciary Services, Inc.; C&H internal memorandum dated October 4, 2021 (Rights Plan Analysis)	Pinnacle adopted a Section 382 NOL Preservation Shareholder Rights Plan on September 29, 2021, with a 35.0% beneficial ownership trigger threshold. The offer was structured to acquire 34.9% (6,980,050 shares), deliberately below a conventional pill threshold. However, Aurelius's pre-offer open-market holdings of 980,000 shares (4.9%) would result in a combined position of 7,960,050 shares (39.8% of outstanding), which EXCEEDS the 35% trigger. This creates significant risk that tendering and accepting shares would trigger the pill. Key pill terms: exercise price $18.00 per right; each right entitles purchase of 1/100th of Series A Junior Participating Preferred Stock; 3-year term expiring September 29, 2024. Pinnacle's stated justification: preservation of approximately $47,300,000 in federal NOL carryforwards under Section 382 of the IRC. Aurelius would need to either (a) negotiate a board exemption/standstill, (b) reduce the number of shares sought to stay below 35% on a combined basis, or (c) challenge the pill under Delaware law (Unocal/Unitrin standards). C&H letter to Caldwell Burris & Shoemaker LLP dated October 11, 2021 proposed a standstill capping ownership at 34.9%. No resolution reached before offer lapsed.
7	Regulatory Approvals (Other than HSR) — All other required governmental or regulatory approvals, consents, or clearances shall have been obtained	Section 15 — Conditions of the Offer	N/A	N/A	Calderwood & Harkness LLP / Dunmore Asset Advisors Chambers LLP	Analysis of applicable regulatory frameworks; no additional approvals identified as required	No regulatory approvals beyond HSR clearance were required for the acquisition of a 34.9% minority stake in Pinnacle. The transaction did not trigger FCC or other media-specific regulatory review requirements. Dunmore Asset Advisors Chambers LLP (Alistair Drummond) confirmed no UK Takeover Code jurisdiction issues for a partial offer for a U.S.-listed target. Condition not applicable.
8	No Material Litigation — No action, suit, or proceeding shall have been commenced, pending, or threatened in writing by any governmental authority or third party that challenges or seeks to restrain the offer or would reasonably be expected to have a Material Adverse Effect on Pinnacle	Section 15 — Conditions of the Offer	SATISFIED	November 5, 2021 (assessed at expiration)	Calderwood & Harkness LLP	Litigation search; review of Pinnacle public filings and press releases; no material litigation identified	No material litigation was commenced, pending, or threatened in connection with the tender offer as of the November 5, 2021 expiration date. No shareholder suits or regulatory enforcement actions were identified. Condition satisfied.
—	OVERALL STATUS	—	OFFER LAPSED — Minimum Tender Condition (Condition 1) not satisfied; 1,420,000 shares tendered vs. 5,000,000 required. Offer has not been formally withdrawn or terminated as of November 12, 2021.	November 5, 2021	Calderwood & Harkness LLP	Amendment No. 2 to Schedule TO (File No. 005-92847) filed November 12, 2021	Satisfied: 5	Not Satisfied: 1	Open/At Risk: 1	N/A: 1

[sheet: Summary & Next Steps]

Item No.	Category	Description	Responsible Person / Entity	Target Date / Status
1	Overall Offer Status	OFFER LAPSED WITHOUT ACCEPTANCE. Extended offer period expired November 5, 2021. Minimum tender condition not met (1,420,000 shares tendered vs. 5,000,000 required). Offer has NOT been formally withdrawn or terminated. Amendment No. 2 to Schedule TO filed November 12, 2021.	Calderwood & Harkness LLP	Completed (Nov. 12, 2021)
2	Conditions Satisfied	5 of 8 conditions were satisfied: HSR Clearance, Absence of MAE, No Injunction, Financing, No Material Litigation	—	—
3	Conditions Not Satisfied	1 condition not satisfied: Minimum Tender Condition (Condition 1 — determinative of offer lapse)	—	—
4	Conditions Open / At Risk	1 condition remains open: No Shareholder Rights Plan Trigger (Condition 6 — combined 39.8% position exceeds 35% pill trigger)	—	Monitor through pill expiration (Sept. 29, 2024)
5	Conditions N/A	1 condition not applicable: Regulatory Approvals other than HSR (Condition 7)	—	—
6	Tendered Shares Disposition	All approximately 1,420,000 tendered shares have been returned to holders by Continental Fiduciary Services, Inc.	Continental Fiduciary (Lisa Pryor)	Completed
7	Schedule 13D Maintenance	Aurelius retains 980,000-share (4.9%) open-market position in Pinnacle. Schedule 13D must be amended if plans or intentions change per Rule 13d-2.	Calderwood & Harkness LLP (Andrew Fitzpatrick)	Ongoing
8	Schedule TO Obligations	Tender offer not formally withdrawn; ongoing obligation to file amendments to Schedule TO (File No. 005-92847) upon any material change in information under Regulation 14D.	Calderwood & Harkness LLP (Tiffany Rosenthal)	Ongoing
9	Financing Status	Brindoval National Bank commitment (CL-2021-MTC-00487) expires December 31, 2021. One 90-day extension available. If offer is to be relaunched, fresh financing will be required after commitment lapses.	Aurelius (Elena Markov, CFO) / Strathmore Corporation Harcourt Partners (Genevieve Tran)	Decision needed by Dec. 2021
10	Poison Pill Expiration Window	Pinnacle shareholder rights plan expires September 29, 2024. This creates a potential strategic window for a renewed or restructured offer.	Calderwood & Harkness LLP / Aurelius (Rupert Ashford, Hugh Pemberton)	Monitor
11	Pinnacle Current Share Price	Pinnacle shares currently trading at approximately $2.85/share, a ~17% decline from the $3.42 undisturbed price and ~29% below the $4.01 offer price. Current shares outstanding: 20,400,000 (slight increase due to equity compensation issuances).	Aurelius deal team	Monitor
12	Strategic Options Memo	C&H to prepare memorandum evaluating four strategic paths: (a) formal withdrawal/termination; (b) amendment and relaunch on revised terms; (c) continued dormancy and monitoring; (d) alternative acquisition structures (negotiated stock purchase agreement, consent solicitation).	James Prentice / Tiffany Rosenthal	Target: December 2021
13	Fee Status	C&H fees billed through November 2021: $412,600. Dormant period fees: $38,200. Total: $450,800. Outstanding receivable: $22,400. WHP commencement fee ($400,000) paid; success fee ($600,000) not earned. Commitment fees paid to Brindoval: ~$75,000. HSR filing fee paid: $45,000.	Sandra Tung (C&H Billing Partner)	Collection ongoing

[sheet: Cover]
Field | Value
Document Title | Tender Offer Conditions — Status Tracker
Matter | Aurelius Global Media Group PLC — Tender Offer for Shares of Pinnacle Content Holdings, Inc.
C&H Matter Number | 1011-00002
Client | Aurelius Global Media Group PLC
Offeror Entity | Aurelius Media Holdings LLC
Target | Pinnacle Content Holdings, Inc. (Nasdaq: PCHL)
SEC File No. | 005-92847
Prepared By | Tiffany Rosenthal / Andrew Fitzpatrick — Calderwood & Harkness LLP
Supervising Partner | James Prentice
Office | 787 Seventh Avenue, 42nd Floor, New York, NY 10019
Date Prepared | November 8, 2021
Last Updated | November 12, 2021
Status as of Update | OFFER LAPSED — Extended offer period expired November 5, 2021; minimum tender condition not satisfied
Confidentiality | PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
[sheet: Offer Summary]
Parameter | Detail
Offeror | Aurelius Media Holdings LLC (wholly owned subsidiary of Aurelius Global Media Group PLC)
Offeror Parent — Registered Number | 08541276 (England and Wales)
Offeror Parent — Stock Exchange | London Stock Exchange (LON: AGMG)
AMH LLC — Delaware File Number | 7894512
Target | Pinnacle Content Holdings, Inc.
Target Ticker / Exchange | PCHL / Nasdaq
Target CIK | 0001847263
Target Jurisdiction | Delaware
Shares Outstanding (Sept. 2021) | 20,000,000
Shares Sought | 6,980,050 (34.9% of outstanding)
Offer Price per Share | $4.01
Undisturbed Price (Aug. 27, 2021) | $3.42
Premium to Undisturbed | 17.25% (($4.01 − $3.42) / $3.42)
Aggregate Deal Value | $28,000,000 (6,980,050 × $4.01 = $27,989,000.50 ≈ $28,000,000)
Implied 100% Equity Value | $80,200,000 (20,000,000 × $4.01)
Pinnacle FY2020 Revenue | $112,400,000
Pinnacle FY2020 EBITDA | $14,600,000
Implied EV/EBITDA (100% basis) | ~5.5× ($80,200,000 / $14,600,000)
Minimum Tender Condition | 5,000,000 shares (25.0% of outstanding)
Maximum Shares (with proration) | 6,980,050
Pre-Offer Open-Market Holdings | 980,000 shares (4.9%); avg. cost $3.28/share; aggregate $3,214,400
Combined Position if Fully Successful | 7,960,050 shares (39.8% of outstanding)
Depositary / Tender Agent | Continental Fiduciary Services, Inc. (Lisa Pryor, VP)
Information Agent | Ridgeway Proxy Advisors LLC (Martin Cheswick, Sr. MD)
Financing Source | Brindoval National Bank, N.A. — $30,000,000 senior secured term loan (CL-2021-MTC-00487)
Client's U.S. Counsel | Calderwood & Harkness LLP (James Prentice, Partner)
Client's UK Counsel | Dunmore Asset Advisors Chambers LLP (Alistair Drummond, Partner)
Client's Financial Advisor | Strathmore Corporation Harcourt Partners (Genevieve Tran, MD)
Target's Counsel | Caldwell Burris & Shoemaker LLP (Rebecca Fontaine, Partner)
Target's Financial Advisor | Hargrove Meredith & Co. (Nathaniel Pace, MD)
Offer Commencement Date | September 8, 2021
Initial Expiration Date | October 8, 2021 (20 business days)
Extended Expiration Date | November 5, 2021
Shares Tendered as of Nov. 2, 2021 | ~1,420,000 (7.1% of outstanding)
Offer Outcome | LAPSED WITHOUT ACCEPTANCE — minimum tender condition not met; offer not formally withdrawn
[sheet: Key Dates]
Date | Event | Filing / Reference | Notes
June 1, 2021 | Aurelius begins open-market purchases of Pinnacle shares | — | Purchases through AMH LLC
August 12, 2021 | Formation of Aurelius Media Holdings LLC in Delaware | DE File No. 7894512 | Offeror entity formed
August 16, 2021 | Calderwood & Harkness LLP engagement letter executed | C&H Matter No. 1011-00002 | Engagement by Hugh Pemberton, GC
August 20, 2021 | Brindoval National Bank commitment letter executed | CL-2021-MTC-00487 | $30M senior secured term loan; LIBOR + 3.25% (0.50% floor)
August 25, 2021 | Last open-market purchase of Pinnacle shares | — | Cumulative: 980,000 shares at avg. $3.28/share ($3,214,400)
August 26, 2021 | Schedule 13D filed with SEC | Pinnacle CIK: 0001847263 | Disclosure of 4.9% beneficial ownership
August 27, 2021 | Undisturbed trading price of Pinnacle: $3.42 | — | Reference date for premium calculation
August 30, 2021 | HSR notification filed | HSR Transaction No. 20211892 | Filing fee: $45,000
September 1, 2021 | Aurelius board resolution authorizing tender offer | — | Board of AGMG
September 8, 2021 | Tender offer commenced; Schedule TO filed with SEC | File No. 005-92847 | Offer to Purchase distributed; 20-business-day period begins
September 10, 2021 | Pinnacle files preliminary Schedule 14D-9 | — | Initial target response
September 15, 2021 | HSR early termination granted | HSR Transaction No. 20211892 | No second request issued by FTC/DOJ
September 22, 2021 | SEC Division of Corporation Finance issues comment letter | File No. 005-92847 | 4 comments; staff reviewer: Katherine Wylie, Special Counsel
September 29, 2021 | Pinnacle board adopts Section 382 NOL Shareholder Rights Plan | — | 35% trigger; $18.00 exercise price; Continental Fiduciary as rights agent; expires Sept. 29, 2024
October 1, 2021 | Pinnacle files definitive Schedule 14D-9 | — | Board recommends shareholders NOT tender
October 6, 2021 | Amendment No. 1 to Schedule TO filed (SEC comment response) | File No. 005-92847 | Response letter from C&H (James Prentice) to Katherine Wylie
October 8, 2021 | Initial 20-business-day offer period expires | — | Aurelius extends offer to November 5, 2021
October 11, 2021 | C&H letter to Caldwell Burris & Shoemaker LLP | — | Request for board reconsideration; standstill proposal
November 2, 2021 | Tender tabulation: ~1,420,000 shares tendered | — | 7.1% of outstanding; well below 5,000,000-share minimum
November 5, 2021 | Extended offer period expires | — | Minimum condition not satisfied; Aurelius does not accept shares; no formal withdrawal
November 12, 2021 | Amendment No. 2 to Schedule TO filed | File No. 005-92847 | Discloses offer lapsed without acceptance; tendered shares returned to holders
December 31, 2021 | Original Brindoval commitment expiration | CL-2021-MTC-00487 | One 90-day extension exercised
March 31, 2022 | Extended Brindoval commitment expiration | CL-2021-MTC-00487 | Commitment lapsed; unfunded; no further extension sought
September 29, 2024 | Pinnacle shareholder rights plan expiration | — | Potential strategic window for renewed offer
[sheet: Conditions Tracker]
Condition No. | Condition Description | Offer to Purchase Section Reference | Status | Date of Satisfaction / Determination | Responsible Party | Supporting Documentation | Detailed Notes
1 | Minimum Tender Condition — At least 5,000,000 shares of Pinnacle common stock (25.0% of 20,000,000 outstanding) must be validly tendered and not withdrawn prior to the expiration of the offer | Section 1 — Terms of the Offer; Section 15 — Conditions of the Offer | NOT SATISFIED | November 5, 2021 (expiration date) | Continental Fiduciary Services, Inc. (Depositary — Lisa Pryor) / Ridgeway Proxy Advisors LLC (Information Agent — Martin Cheswick) | Final tabulation report from Continental Fiduciary; Amendment No. 2 to Schedule TO (Nov. 12, 2021) | As of November 2, 2021, approximately 1,420,000 shares had been tendered, representing only 7.1% of 20,000,000 shares outstanding. This was significantly below the 5,000,000-share (25.0%) minimum. Pinnacle's board recommendation against the offer (definitive Schedule 14D-9 filed Oct. 1, 2021) and the adoption of the shareholder rights plan on September 29, 2021 likely suppressed tender participation. Condition was the primary reason for offer lapse. Tendered shares returned to holders.
2 | HSR Clearance — The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall have expired or been terminated | Section 15 — Conditions of the Offer | SATISFIED | September 15, 2021 | Calderwood & Harkness LLP / FTC | HSR notification filed August 30, 2021; HSR Transaction Number 20211892; filing fee $45,000 paid; early termination notice from FTC | Early termination of the HSR waiting period was granted on September 15, 2021. No second request was issued by the FTC or DOJ. Condition fully satisfied prior to initial offer expiration. Transaction value of $28,000,000 fell within the applicable 2021 filing threshold.
3 | Absence of Material Adverse Effect — Since the date of the Offer to Purchase, no event, change, or development shall have occurred that, individually or in the aggregate, constitutes a Material Adverse Effect on Pinnacle's business, financial condition, or results of operations | Section 15 — Conditions of the Offer | SATISFIED | November 5, 2021 (assessed at expiration) | Calderwood & Harkness LLP / Aurelius deal team (Rupert Ashford) | Review of Pinnacle public filings (10-Q for Q3 2021), press releases, and market data through November 5, 2021 | No material adverse effect was identified during the offer period. Pinnacle's operations, content library (~1,800 hours), and licensing pipeline remained substantially consistent with pre-offer expectations. Pinnacle FY2020 revenue: $112.4M; FY2020 EBITDA: $14.6M. No adverse developments in streaming licensing relationships noted. Condition satisfied.
4 | No Injunction or Legal Restraint — No temporary restraining order, preliminary or permanent injunction, or other order of any court or governmental authority shall be in effect that prohibits or materially restricts the making of the offer or the acceptance for payment of shares | Section 15 — Conditions of the Offer | SATISFIED | November 5, 2021 (assessed at expiration) | Calderwood & Harkness LLP / Dunmore Asset Advisors Chambers LLP (Alistair Drummond, UK counsel) | Litigation search and docket review; no pending actions identified | No injunction, restraining order, or legal proceeding was initiated or pending seeking to restrain or prohibit the tender offer. No action was filed by Pinnacle, its shareholders, the SEC, or any other governmental body. Condition satisfied.
5 | Financing Condition — The Offeror shall have received sufficient financing to fund the aggregate purchase price for all shares accepted for payment in the offer | Section 9 — Source and Amount of Funds; Section 15 — Conditions of the Offer | SATISFIED | November 5, 2021 (assessed at expiration) | Calderwood & Harkness LLP / Brindoval National Bank, N.A. (Thomas Brierly, Director) | Commitment letter CL-2021-MTC-00487 dated August 20, 2021; $30,000,000 senior secured term loan facility; borrower: AMH LLC; guarantor: AGMG; interest rate: LIBOR + 3.25% (0.50% floor); maturity: 3 years from funding; commitment fee: 0.50%/year on undrawn ($150,000/year) | The Brindoval commitment remained in effect through November 5, 2021 (original expiration: December 31, 2021). The $30,000,000 facility exceeded the $28,000,000 aggregate deal value by $2,000,000. Commitment fees of approximately $75,000 were paid (6 months at $150,000/year). Facility was unfunded — no drawdown occurred because the offer lapsed. NOTE: Original commitment expired December 31, 2021; one 90-day extension was exercised to March 31, 2022; commitment has since lapsed. Any renewed offer would require fresh financing.
6 | No Shareholder Rights Plan Trigger — No shareholder rights plan, poison pill, or similar arrangement shall have been adopted or triggered that would materially impair the Offeror's ability to acquire, hold, or vote the shares sought in the offer | Section 15 — Conditions of the Offer; Section 11 — Certain Information Concerning Pinnacle | OPEN / AT RISK | N/A — condition not definitively resolved | Calderwood & Harkness LLP (Tiffany Rosenthal, Andrew Fitzpatrick) / Aurelius deal team | Pinnacle Board resolution dated September 29, 2021; Section 382 NOL Preservation Rights Plan; rights agent: Continental Fiduciary Services, Inc.; C&H internal memorandum dated October 4, 2021 (Rights Plan Analysis) | Pinnacle adopted a Section 382 NOL Preservation Shareholder Rights Plan on September 29, 2021, with a 35.0% beneficial ownership trigger threshold. The offer was structured to acquire 34.9% (6,980,050 shares), deliberately below a conventional pill threshold. However, Aurelius's pre-offer open-market holdings of 980,000 shares (4.9%) would result in a combined position of 7,960,050 shares (39.8% of outstanding), which EXCEEDS the 35% trigger. This creates significant risk that tendering and accepting shares would trigger the pill. Key pill terms: exercise price $18.00 per right; each right entitles purchase of 1/100th of Series A Junior Participating Preferred Stock; 3-year term expiring September 29, 2024. Pinnacle's stated justification: preservation of approximately $47,300,000 in federal NOL carryforwards under Section 382 of the IRC. Aurelius would need to either (a) negotiate a board exemption/standstill, (b) reduce the number of shares sought to stay below 35% on a combined basis, or (c) challenge the pill under Delaware law (Unocal/Unitrin standards). C&H letter to Caldwell Burris & Shoemaker LLP dated October 11, 2021 proposed a standstill capping ownership at 34.9%. No resolution reached before offer lapsed.
7 | Regulatory Approvals (Other than HSR) — All other required governmental or regulatory approvals, consents, or clearances shall have been obtained | Section 15 — Conditions of the Offer | N/A | N/A | Calderwood & Harkness LLP / Dunmore Asset Advisors Chambers LLP | Analysis of applicable regulatory frameworks; no additional approvals identified as required | No regulatory approvals beyond HSR clearance were required for the acquisition of a 34.9% minority stake in Pinnacle. The transaction did not trigger FCC or other media-specific regulatory review requirements. Dunmore Asset Advisors Chambers LLP (Alistair Drummond) confirmed no UK Takeover Code jurisdiction issues for a partial offer for a U.S.-listed target. Condition not applicable.
8 | No Material Litigation — No action, suit, or proceeding shall have been commenced, pending, or threatened in writing by any governmental authority or third party that challenges or seeks to restrain the offer or would reasonably be expected to have a Material Adverse Effect on Pinnacle | Section 15 — Conditions of the Offer | SATISFIED | November 5, 2021 (assessed at expiration) | Calderwood & Harkness LLP | Litigation search; review of Pinnacle public filings and press releases; no material litigation identified | No material litigation was commenced, pending, or threatened in connection with the tender offer as of the November 5, 2021 expiration date. No shareholder suits or regulatory enforcement actions were identified. Condition satisfied.
— | OVERALL STATUS | — | OFFER LAPSED — Minimum Tender Condition (Condition 1) not satisfied; 1,420,000 shares tendered vs. 5,000,000 required. Offer has not been formally withdrawn or terminated as of November 12, 2021. | November 5, 2021 | Calderwood & Harkness LLP | Amendment No. 2 to Schedule TO (File No. 005-92847) filed November 12, 2021 | Satisfied: 5 | Not Satisfied: 1 | Open/At Risk: 1 | N/A: 1
[sheet: Summary & Next Steps]
Item No. | Category | Description | Responsible Person / Entity | Target Date / Status
1 | Overall Offer Status | OFFER LAPSED WITHOUT ACCEPTANCE. Extended offer period expired November 5, 2021. Minimum tender condition not met (1,420,000 shares tendered vs. 5,000,000 required). Offer has NOT been formally withdrawn or terminated. Amendment No. 2 to Schedule TO filed November 12, 2021. | Calderwood & Harkness LLP | Completed (Nov. 12, 2021)
2 | Conditions Satisfied | 5 of 8 conditions were satisfied: HSR Clearance, Absence of MAE, No Injunction, Financing, No Material Litigation | — | —
3 | Conditions Not Satisfied | 1 condition not satisfied: Minimum Tender Condition (Condition 1 — determinative of offer lapse) | — | —
4 | Conditions Open / At Risk | 1 condition remains open: No Shareholder Rights Plan Trigger (Condition 6 — combined 39.8% position exceeds 35% pill trigger) | — | Monitor through pill expiration (Sept. 29, 2024)
5 | Conditions N/A | 1 condition not applicable: Regulatory Approvals other than HSR (Condition 7) | — | —
6 | Tendered Shares Disposition | All approximately 1,420,000 tendered shares have been returned to holders by Continental Fiduciary Services, Inc. | Continental Fiduciary (Lisa Pryor) | Completed
7 | Schedule 13D Maintenance | Aurelius retains 980,000-share (4.9%) open-market position in Pinnacle. Schedule 13D must be amended if plans or intentions change per Rule 13d-2. | Calderwood & Harkness LLP (Andrew Fitzpatrick) | Ongoing
8 | Schedule TO Obligations | Tender offer not formally withdrawn; ongoing obligation to file amendments to Schedule TO (File No. 005-92847) upon any material change in information under Regulation 14D. | Calderwood & Harkness LLP (Tiffany Rosenthal) | Ongoing
9 | Financing Status | Brindoval National Bank commitment (CL-2021-MTC-00487) expires December 31, 2021. One 90-day extension available. If offer is to be relaunched, fresh financing will be required after commitment lapses. | Aurelius (Elena Markov, CFO) / Strathmore Corporation Harcourt Partners (Genevieve Tran) | Decision needed by Dec. 2021
10 | Poison Pill Expiration Window | Pinnacle shareholder rights plan expires September 29, 2024. This creates a potential strategic window for a renewed or restructured offer. | Calderwood & Harkness LLP / Aurelius (Rupert Ashford, Hugh Pemberton) | Monitor
11 | Pinnacle Current Share Price | Pinnacle shares currently trading at approximately $2.85/share, a ~17% decline from the $3.42 undisturbed price and ~29% below the $4.01 offer price. Current shares outstanding: 20,400,000 (slight increase due to equity compensation issuances). | Aurelius deal team | Monitor
12 | Strategic Options Memo | C&H to prepare memorandum evaluating four strategic paths: (a) formal withdrawal/termination; (b) amendment and relaunch on revised terms; (c) continued dormancy and monitoring; (d) alternative acquisition structures (negotiated stock purchase agreement, consent solicitation). | James Prentice / Tiffany Rosenthal | Target: December 2021
13 | Fee Status | C&H fees billed through November 2021: $412,600. Dormant period fees: $38,200. Total: $450,800. Outstanding receivable: $22,400. WHP commencement fee ($400,000) paid; success fee ($600,000) not earned. Commitment fees paid to Brindoval: ~$75,000. HSR filing fee paid: $45,000. | Sandra Tung (C&H Billing Partner) | Collection ongoing

[sheet: Cover]

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