[sheet: Sources]

Line Item	Source Entity	Amount ($)	% of Total Sources	Instrument / Description	Key Terms	Notes
Senior Secured Term Loan B	Falconer National Bank, N.A. (Lead Arranger / Admin Agent) and Dunmore Capital Markets LLC (Co-Arranger / Joint Bookrunner)	$490,000,000	50.0%	Senior Secured Term Loan B	7-year maturity; SOFR + 400 bps	Debt Commitment Letter dated March 24, 2025; Gregory Poole (Falconer), Samantha Reeves (Dunmore)
Senior Secured Revolving Credit Facility	Falconer National Bank, N.A. / Dunmore Capital Markets LLC	$150,000,000	N/A — Undrawn at Close	Senior Secured Revolving Credit Facility	5-year maturity; SOFR + 350 bps; undrawn at closing	Available for post-closing working capital; not included in closing sources
HPE Fund IV Equity (net of co-invest and rollover)	Harrowgate Private Equity Fund IV LP	$258,500,000	26.4%	Equity Commitment Letter	Equity Commitment Letter dated March 27, 2025	Fund IV vintage 2023; $4.8B fund size; $14.2B firm-wide AUM
Co-Investor Equity	Ashford Growth Partners LP	$60,000,000	6.1%	Co-Investment Agreement	Co-Investment Agreement dated March 27, 2025	Contact: David Nakamura, Partner
Management Rollover — Catherine Langford (CEO)	Catherine Langford	$12,500,000	1.3%	Rollover Agreement	Rollover Agreement dated April 7, 2025	Equity contribution in lieu of cash merger consideration
Management Rollover — Derek Simmons (CFO)	Derek Simmons	$5,000,000	0.5%	Rollover Agreement	Rollover Agreement dated April 7, 2025	Equity contribution in lieu of cash merger consideration
Management Rollover — Maxwell Dunn (COO)	Maxwell Dunn	$4,000,000	0.4%	Rollover Agreement	Rollover Agreement dated April 7, 2025	Equity contribution in lieu of cash merger consideration
Subtotal — Management Rollover Equity	$21,500,000	2.2%	$12,500,000 + $5,000,000 + $4,000,000
Subtotal — Total Equity	$340,000,000	34.7%	HPE Fund IV ($258,500,000) + Co-Investor ($60,000,000) + Management Rollover ($21,500,000)
Pennfield Cash on Balance Sheet	Pennfield Holdings, Inc.	$90,000,000	9.2%	Cash on hand	Applied at closing per Merger Agreement	Per FY 2024 balance sheet (fiscal year ended January 31, 2025)
Estimated Transaction Costs (funded from sources)	Various	$60,000,000	6.1%	Transaction costs	Legal, advisory, financing, insurance, and filing costs	Included in aggregate sources to fund total uses
TOTAL SOURCES	$980,000,000	100.0%	Reconciles to Aggregate Merger Consideration and Total Uses

[sheet: Uses]

Line Item	Payee / Recipient	Amount ($)	% of Total Uses	Description	Reference	Notes
Cash Merger Consideration to Public Stockholders	Pennfield Holdings, Inc. stockholders (via Marlowe Asset Management Stock Transfer, Inc., as Paying Agent)	$958,500,000	97.8%	Cash consideration of $15.95 per share for all outstanding shares (61,450,000 fully diluted) less rollover shares	Merger Agreement, Art. II	$15.95 × (61,450,000 FD shares − rollover shares); rollover equity of $21,500,000 not paid in cash
Management Rollover (Non-Cash)	Catherine Langford, Derek Simmons, Maxwell Dunn	$21,500,000	2.2%	Contribution of rollover shares to surviving entity in exchange for equity interests; no cash outflow	Rollover Agreement dated April 7, 2025	Non-cash use; netted against equity contribution on sources side
Payoff of Pennfield Existing Indebtedness	Existing Pennfield Lenders	TBD at Closing	—	Repayment of outstanding indebtedness under Pennfield's existing credit facilities	Per Merger Agreement, Section 6.XX	Amount to be confirmed via payoff letters prior to closing
Termination Fee Escrow Deposit	Grandview Trust Company, N.A. (Escrow Agent)	$34,300,000	3.5%	Escrow deposit equal to 3.5% of aggregate merger consideration	Escrow Agreement dated April 7, 2025	Contact: Karen Milford, VP Corporate Trust; 225 Franklin Street, 14th Floor, Boston, MA 02110
Legal Fees — Calderwood & Harkness LLP (Buyer's Counsel)	Calderwood & Harkness LLP	Est. included in $60M transaction costs	—	Legal advisory fees — M&A, Tax, Antitrust	Engagement Letter dated March 30, 2025; Matter No. 1003-00004	Billing Partner: Harrison Wexford; Responsible Partner: Oliver Mackenzie
Advisory Fees — Ridgepoint Partners LLC (Buyer's Financial Advisor)	Ridgepoint Partners LLC	Est. included in $60M transaction costs	—	Financial advisory fee	Ridgepoint engagement letter	Marcus Hale, Senior Managing Director
Advisory Fees — Whitmore Zanthor & Co. (Special Committee Financial Advisor)	Whitmore Zanthor & Co.	Est. included in $60M transaction costs	—	Special Committee financial advisory and fairness opinion fee (paid by Pennfield)	Whitmore Zanthor engagement letter	Andrew Prescott, Managing Director
R&W Insurance Premium	Meridian Specialty Insurance Company (via Lockwood Risk Advisors LLC)	Est. included in $60M transaction costs	—	Premium for $100,000,000 R&W policy; $9,800,000 retention	Policy bound March 28, 2025	Broker: James Fielding, Lockwood Risk Advisors LLC
HSR Filing Fee	Federal Trade Commission	$280,000	<0.1%	HSR Act filing fee (2025 tier: $500M–$1B transaction)	HSR Filing Memo dated April 1, 2025	Filed on or about April 8, 2025; Elaine Forsythe, C&H Antitrust
Debt Financing Fees (OID, Upfront, Commitment)	Falconer National Bank, N.A. / Dunmore Capital Markets LLC	Est. included in $60M transaction costs	—	Arranger upfront fees, OID, commitment fees per Fee Letter	Fee Letter reviewed March 26, 2025	Gregory Poole (Falconer); Samantha Reeves (Dunmore)
Transfer Agent / Paying Agent Fees	Marlowe Asset Management Stock Transfer, Inc.	Est. included in $60M transaction costs	—	Paying agent services for disbursement of merger consideration	Per Merger Agreement	Daniel Roth, VP Corporate Actions; 44 Wall Street, 6th Floor, New York, NY 10005
Proxy Solicitor Fees	Oakhurst Proxy Advisors LLC	Est. included in $60M transaction costs	—	Proxy solicitation services for stockholder vote	Oakhurst engagement	Margaret Quinlan, Managing Director
Escrow Agent Fees	Grandview Trust Company, N.A.	Est. included in $60M transaction costs	—	Escrow administration fee	Escrow Agreement	Karen Milford
Delaware Counsel Fees	Marsden & Holt LLP	Est. included in $60M transaction costs	—	Local Delaware counsel — DGCL opinions and filings	—	Elizabeth Parrish, Partner
R&W Underwriting Counsel Fees	Winslow & Crane LLP	Est. included in $60M transaction costs	—	Underwriting counsel for R&W insurance policy	—	Andrea Shelby, Partner
Estimated Total Transaction Costs	Various (as detailed above)	$60,000,000	6.1%	Aggregate estimated legal, advisory, financing, insurance, and filing costs	—	Final amounts to be confirmed at or prior to closing
TOTAL USES	$980,000,000	100.0%	Reconciles to Aggregate Merger Consideration / Total Sources

[sheet: Wire Instructions]

Recipient Entity	Recipient Contact	Role	Bank Name	ABA / Routing Number	Account Number	Account Name	Reference / Memo	Amount ($)	Address
Falconer National Bank, N.A.	Gregory Poole, Managing Director, Leveraged Finance	Administrative Agent — Term Loan B Funding	[TBD — to be provided by Falconer]	[TBD]	[TBD]	Harrowgate / Pennfield Acquisition — TLB Proceeds Account	Project Summit — Closing Funds	$490,000,000	383 Madison Avenue, New York, NY 10179
Grandview Trust Company, N.A.	Karen Milford, Vice President, Corporate Trust	Escrow Agent — Termination Fee Escrow	[TBD — to be provided by Grandview Trust]	[TBD]	[TBD]	Pennfield / Harrowgate Termination Fee Escrow Account	Project Summit — Escrow Deposit	$34,300,000	225 Franklin Street, 14th Floor, Boston, MA 02110
Marlowe Asset Management Stock Transfer, Inc.	Daniel Roth, Vice President, Corporate Actions	Paying Agent — Merger Consideration to Stockholders	[TBD — to be provided by Marlowe Asset Management Transfer]	[TBD]	[TBD]	Pennfield Holdings Merger Consideration Disbursement Account	CUSIP 708234109 — PNFD Merger Consideration	$958,500,000 (approx. cash to public stockholders)	44 Wall Street, 6th Floor, New York, NY 10005
Calderwood & Harkness LLP	Harrison Wexford, Billing Partner	Buyer's Counsel — Legal Fees	[TBD]	[TBD]	[TBD]	Calderwood & Harkness LLP — Client Trust / Operating Account	Matter No. 1003-00004 — Project Summit	[Per closing invoice]	One Liberty Plaza, 55th Floor, New York, NY 10006
Ridgepoint Partners LLC	Marcus Hale, Senior Managing Director	Buyer's Financial Advisor — Advisory Fee	[TBD]	[TBD]	[TBD]	Ridgepoint Partners LLC — Operating Account	Project Summit — Advisory Fee	[Per engagement letter]	200 Greenwich Street, 38th Floor, New York, NY 10007
Whitmore Zanthor & Co.	Andrew Prescott, Managing Director	Special Committee Financial Advisor — Advisory & Fairness Opinion Fee	[TBD]	[TBD]	[TBD]	Whitmore Zanthor & Co. — Operating Account	Project Summit — Special Committee Advisory Fee	[Per engagement letter]	745 Fifth Avenue, 22nd Floor, New York, NY 10151
Meridian Specialty Insurance Company (via Lockwood Risk Advisors LLC)	James Fielding, Senior Vice President	R&W Insurance Carrier — Premium Payment	[TBD — to be provided by Lockwood]	[TBD]	[TBD]	Meridian Specialty Insurance Company — Premium Account	R&W Policy — Pennfield Acquisition	[Per bound policy]	One Constitution Plaza, 18th Floor, Hartford, CT 06103
Falconer National Bank, N.A. / Dunmore Capital Markets LLC	Gregory Poole / Samantha Reeves	Debt Arrangers — Financing Fees (OID, Upfront)	[TBD]	[TBD]	[TBD]	Fee Account per Fee Letter	Project Summit — Arranger Fees	[Per Fee Letter]	383 Madison Avenue, New York, NY 10179 / 500 West Monroe Street, 35th Floor, Chicago, IL 60661
Oakhurst Proxy Advisors LLC	Margaret Quinlan, Managing Director	Proxy Solicitor — Fees	[TBD]	[TBD]	[TBD]	Oakhurst Proxy Advisors LLC — Operating Account	Project Summit — Proxy Services	[Per engagement]	1185 Avenue of the Americas, 24th Floor, New York, NY 10036
Marsden & Holt LLP	Elizabeth Parrish, Partner	Delaware Local Counsel — Legal Fees	[TBD]	[TBD]	[TBD]	Marsden & Holt LLP — Client Trust Account	Project Summit — Delaware Counsel Fees	[Per invoice]	1313 North Market Street, Suite 700, Wilmington, DE 19801
Winslow & Crane LLP	Andrea Shelby, Partner	R&W Underwriting Counsel — Fees	[TBD]	[TBD]	[TBD]	Winslow & Crane LLP — Operating Account	Project Summit — R&W Underwriting Counsel	[Per invoice]	101 Federal Street, Suite 2600, Boston, MA 02110
Pennfield Existing Lenders	[TBD — per payoff letters]	Payoff of Existing Pennfield Indebtedness	[TBD]	[TBD]	[TBD]	[TBD]	Pennfield Holdings — Debt Payoff	[Per payoff letters]	[TBD]
Federal Trade Commission	N/A	HSR Filing Fee	[Per FTC instructions]	[Per FTC instructions]	[Per FTC instructions]	FTC HSR Filing Fee Account	HSR Filing — Harrowgate / Pennfield	$280,000	N/A

[sheet: Pro Forma Capitalization]

Capitalization Item	Pre-Closing Amount ($)	Adjustment ($)	Post-Closing Amount ($)	Holder / Description	Notes
Senior Secured Term Loan B	$0	+$490,000,000	$490,000,000	Falconer National Bank, N.A. (Administrative Agent)	7-year maturity; SOFR + 400 bps; drawn at closing
Senior Secured Revolving Credit Facility (Commitment)	$0	+$150,000,000 (committed)	$150,000,000 (committed; $0 drawn)	Falconer National Bank, N.A. (Administrative Agent)	5-year maturity; SOFR + 350 bps; undrawn at closing
Existing Pennfield Indebtedness	[Per balance sheet]	[Paid off at closing]	$0	Existing lenders — retired at closing	Repaid from closing funds per payoff letters
Total Debt (Drawn)	[Existing debt]	Net adjustment	$490,000,000	Net of existing debt payoff and new TLB draw
HPE Fund IV Equity (net of co-invest and rollover)	$0	+$258,500,000	$258,500,000	Harrowgate Private Equity Fund IV LP	Equity Commitment Letter dated March 27, 2025
Co-Investor Equity	$0	+$60,000,000	$60,000,000	Ashford Growth Partners LP	Co-Investment Agreement dated March 27, 2025; David Nakamura
Management Rollover Equity — Catherine Langford	$0	+$12,500,000	$12,500,000	Catherine Langford, CEO	Rollover Agreement; equity in surviving entity
Management Rollover Equity — Derek Simmons	$0	+$5,000,000	$5,000,000	Derek Simmons, CFO	Rollover Agreement; equity in surviving entity
Management Rollover Equity — Maxwell Dunn	$0	+$4,000,000	$4,000,000	Maxwell Dunn, COO	Rollover Agreement; equity in surviving entity
Total Equity	$0	+$340,000,000	$340,000,000	Sum of all equity contributions
Cash on Balance Sheet (Applied)	$90,000,000	−$90,000,000	$0	Pennfield Holdings, Inc.	Cash applied to fund merger consideration at closing
Total Capitalization (Equity + Drawn Debt)	$830,000,000	$490,000,000 debt + $340,000,000 equity

KEY METRICS

Implied Enterprise Value	$980,000,000	Aggregate merger consideration
Implied EV / LTM EBITDA	6.9x	$980,000,000 ÷ $142,000,000 FY 2024 EBITDA
Net Leverage at Close (Drawn Debt − Excess Cash + Est. Transaction Costs) / EBITDA	~3.2x	($490M + $0 revolver − $90M cash + $60M est. costs) ÷ $142M ≈ 3.2x
Total Committed Leverage (incl. undrawn RCF)	~4.5x	$640,000,000 ÷ $142,000,000
Equity as % of Total Capitalization	34.7%	$340,000,000 ÷ $980,000,000
Management Rollover as % of Total Equity	6.3%	$21,500,000 ÷ $340,000,000
Management Rollover as % of Deal Value	2.2%	$21,500,000 ÷ $980,000,000

[sheet: Deal Summary]

Item	Value	Notes
Project Code Name	Project Summit	Data Room: Thackeray Solutions
C&H Matter Number	1003-00004	Calderwood & Harkness LLP
Buyer	Harrowgate Private Equity Fund IV LP	1200 Market Street, Suite 3100, Wilmington, DE 19801
Buyer EIN	87-2263148	Delaware limited partnership
General Partner	Harrowgate Capital Partners IV GP LLC	Delaware LLC
Investment Manager	Harrowgate Capital Partners LLC	Delaware LLC; AUM ~$14.2B
HPE Fund IV Size	$4,800,000,000	Vintage 2023
Merger Sub	Pinnacle Merger Sub, Inc.	Delaware corporation; EIN 93-4081562
Sole Incorporator of Merger Sub	Jonah Whitfield	Principal, Harrowgate Capital Partners LLC
Target	Pennfield Holdings, Inc.	4500 Commerce Boulevard, Suite 800, Charlotte, NC 28202
Target EIN	82-4917305	Delaware corporation
Nasdaq Ticker	PNFD
CUSIP	708234109
Registered Agent	Capitol Registered Agents, Inc.	850 New Burton Road, Suite 201, Dover, DE 19904
Target Industry	Specialty retail — outdoor lifestyle, sporting goods, adventure apparel	187 company-owned + 22 outlet = 209 total locations; 34 states
Target Employees	~8,400
Target Fiscal Year End	January 31 (retail calendar)	FY 2024 = fiscal year ended January 31, 2025
FY 2024 Revenue	$1,620,000,000
FY 2024 EBITDA	$142,000,000	8.8% margin
FY 2024 Net Income	$54,300,000
Outstanding Common Shares (Basic)	58,200,000
Options / RSUs	3,250,000
Fully Diluted Shares	61,450,000	58,200,000 + 3,250,000
Aggregate Merger Consideration	$980,000,000	Fixed deal value

Per-Share Merger Consideration	$15.95	$980,000,000 ÷ 61,450,000
30-Day VWAP (Pre-Announcement)	$12.18
Premium to 30-Day VWAP	30.95%	($15.95 − $12.18) ÷ $12.18
52-Week High	$14.50
52-Week Low	$9.85
Premium to 52-Week High	10.0%	($15.95 − $14.50) ÷ $14.50
Implied EV/EBITDA	6.9x	$980M ÷ $142M
Transaction Structure	Reverse triangular merger under DGCL § 251	Pinnacle Merger Sub merges with and into Pennfield; Pennfield survives
Stockholder Approval Required	Majority of outstanding Pennfield shares	DGCL § 251
No-Shop Covenant	Yes — from signing	Pre-signing market check conducted; fiduciary-out exception applies
Termination Fee	$34,300,000 (3.5%)	$980M × 3.5%; escrowed at Grandview Trust Company, N.A.
Reverse Termination Fee	$58,800,000 (6.0%)	$980M × 6.0%; per Limited Guarantee
Indemnification Cap	$117,600,000 (12%)	$980M × 12%
R&W Policy Limit	$100,000,000	Meridian Specialty Insurance Company
R&W Retention	$9,800,000 (1%)	$980M × 1%
Marketing Period	15 business days post-signing	For debt syndication by Falconer / Dunmore
Outside Date (Drop-Dead)	September 30, 2025	6 months from signing
HSR Filing Fee	$280,000	2025 tier: $500M–$1B
Merger Agreement Execution	April 7, 2025
HSR Filing (Est.)	April 8, 2025
HSR Expiration (Est.)	May 8, 2025	30-day initial waiting period; no second request expected
Preliminary Proxy Filing (Est.)	April 22, 2025
Definitive Proxy Mailed (Est.)	May 22, 2025
Special Meeting of Stockholders (Est.)	June 19, 2025
Estimated Closing Date	June 30, 2025

Prepared By	Megan Chu, Working Associate, Calderwood & Harkness LLP
Reviewed By	Ryan Kowalski, Lead Associate; Oliver Mackenzie, Responsible Partner	Calderwood & Harkness LLP

[sheet: Key Shareholders]

Shareholder	Entity Type	Shares Held	% of Outstanding (Basic)	Estimated Cash Consideration at $15.95/share	Contact Person	Address
Stonebridge Asset Management LP	Limited Partnership (Institutional Investor)	5,354,400	9.2%	$85,402,680	Philip Torrance, Managing Partner	600 Lexington Avenue, 27th Floor, New York, NY 10022
Everhart Capital Advisors LLC	LLC (Institutional Investor)	3,957,600	6.8%	$63,123,720	Irene Castillo, Portfolio Manager	200 S. Wacker Drive, Suite 2900, Chicago, IL 60606
Galloway Pension Trust	Trust (Pension Fund)	2,386,200	4.1%	$38,059,890	Ronald Kessler, Investment Director	1100 Peachtree Street NE, Atlanta, GA 30309
Other Public Stockholders	Various	46,501,800	79.9%	$741,553,710	Various (via Marlowe Asset Management Stock Transfer, Inc.)	Various
TOTAL (Basic Shares Outstanding)	58,200,000	100.0%	$928,140,000	Note: Excludes 3,250,000 options/RSUs; management rollover shares receive equity, not cash

[sheet: Sources]
Line Item | Source Entity | Amount ($) | % of Total Sources | Instrument / Description | Key Terms | Notes
Senior Secured Term Loan B | Falconer National Bank, N.A. (Lead Arranger / Admin Agent) and Dunmore Capital Markets LLC (Co-Arranger / Joint Bookrunner) | $490,000,000 | 50.0% | Senior Secured Term Loan B | 7-year maturity; SOFR + 400 bps | Debt Commitment Letter dated March 24, 2025; Gregory Poole (Falconer), Samantha Reeves (Dunmore)
Senior Secured Revolving Credit Facility | Falconer National Bank, N.A. / Dunmore Capital Markets LLC | $150,000,000 | N/A — Undrawn at Close | Senior Secured Revolving Credit Facility | 5-year maturity; SOFR + 350 bps; undrawn at closing | Available for post-closing working capital; not included in closing sources
HPE Fund IV Equity (net of co-invest and rollover) | Harrowgate Private Equity Fund IV LP | $258,500,000 | 26.4% | Equity Commitment Letter | Equity Commitment Letter dated March 27, 2025 | Fund IV vintage 2023; $4.8B fund size; $14.2B firm-wide AUM
Co-Investor Equity | Ashford Growth Partners LP | $60,000,000 | 6.1% | Co-Investment Agreement | Co-Investment Agreement dated March 27, 2025 | Contact: David Nakamura, Partner
Management Rollover — Catherine Langford (CEO) | Catherine Langford | $12,500,000 | 1.3% | Rollover Agreement | Rollover Agreement dated April 7, 2025 | Equity contribution in lieu of cash merger consideration
Management Rollover — Derek Simmons (CFO) | Derek Simmons | $5,000,000 | 0.5% | Rollover Agreement | Rollover Agreement dated April 7, 2025 | Equity contribution in lieu of cash merger consideration
Management Rollover — Maxwell Dunn (COO) | Maxwell Dunn | $4,000,000 | 0.4% | Rollover Agreement | Rollover Agreement dated April 7, 2025 | Equity contribution in lieu of cash merger consideration
Subtotal — Management Rollover Equity | $21,500,000 | 2.2% | $12,500,000 + $5,000,000 + $4,000,000
Subtotal — Total Equity | $340,000,000 | 34.7% | HPE Fund IV ($258,500,000) + Co-Investor ($60,000,000) + Management Rollover ($21,500,000)
Pennfield Cash on Balance Sheet | Pennfield Holdings, Inc. | $90,000,000 | 9.2% | Cash on hand | Applied at closing per Merger Agreement | Per FY 2024 balance sheet (fiscal year ended January 31, 2025)
Estimated Transaction Costs (funded from sources) | Various | $60,000,000 | 6.1% | Transaction costs | Legal, advisory, financing, insurance, and filing costs | Included in aggregate sources to fund total uses
TOTAL SOURCES | $980,000,000 | 100.0% | Reconciles to Aggregate Merger Consideration and Total Uses
[sheet: Uses]
Line Item | Payee / Recipient | Amount ($) | % of Total Uses | Description | Reference | Notes
Cash Merger Consideration to Public Stockholders | Pennfield Holdings, Inc. stockholders (via Marlowe Asset Management Stock Transfer, Inc., as Paying Agent) | $958,500,000 | 97.8% | Cash consideration of $15.95 per share for all outstanding shares (61,450,000 fully diluted) less rollover shares | Merger Agreement, Art. II | $15.95 × (61,450,000 FD shares − rollover shares); rollover equity of $21,500,000 not paid in cash
Management Rollover (Non-Cash) | Catherine Langford, Derek Simmons, Maxwell Dunn | $21,500,000 | 2.2% | Contribution of rollover shares to surviving entity in exchange for equity interests; no cash outflow | Rollover Agreement dated April 7, 2025 | Non-cash use; netted against equity contribution on sources side
Payoff of Pennfield Existing Indebtedness | Existing Pennfield Lenders | TBD at Closing | — | Repayment of outstanding indebtedness under Pennfield's existing credit facilities | Per Merger Agreement, Section 6.XX | Amount to be confirmed via payoff letters prior to closing
Termination Fee Escrow Deposit | Grandview Trust Company, N.A. (Escrow Agent) | $34,300,000 | 3.5% | Escrow deposit equal to 3.5% of aggregate merger consideration | Escrow Agreement dated April 7, 2025 | Contact: Karen Milford, VP Corporate Trust; 225 Franklin Street, 14th Floor, Boston, MA 02110
Legal Fees — Calderwood & Harkness LLP (Buyer's Counsel) | Calderwood & Harkness LLP | Est. included in $60M transaction costs | — | Legal advisory fees — M&A, Tax, Antitrust | Engagement Letter dated March 30, 2025; Matter No. 1003-00004 | Billing Partner: Harrison Wexford; Responsible Partner: Oliver Mackenzie
Advisory Fees — Ridgepoint Partners LLC (Buyer's Financial Advisor) | Ridgepoint Partners LLC | Est. included in $60M transaction costs | — | Financial advisory fee | Ridgepoint engagement letter | Marcus Hale, Senior Managing Director
Advisory Fees — Whitmore Zanthor & Co. (Special Committee Financial Advisor) | Whitmore Zanthor & Co. | Est. included in $60M transaction costs | — | Special Committee financial advisory and fairness opinion fee (paid by Pennfield) | Whitmore Zanthor engagement letter | Andrew Prescott, Managing Director
R&W Insurance Premium | Meridian Specialty Insurance Company (via Lockwood Risk Advisors LLC) | Est. included in $60M transaction costs | — | Premium for $100,000,000 R&W policy; $9,800,000 retention | Policy bound March 28, 2025 | Broker: James Fielding, Lockwood Risk Advisors LLC
HSR Filing Fee | Federal Trade Commission | $280,000 | <0.1% | HSR Act filing fee (2025 tier: $500M–$1B transaction) | HSR Filing Memo dated April 1, 2025 | Filed on or about April 8, 2025; Elaine Forsythe, C&H Antitrust
Debt Financing Fees (OID, Upfront, Commitment) | Falconer National Bank, N.A. / Dunmore Capital Markets LLC | Est. included in $60M transaction costs | — | Arranger upfront fees, OID, commitment fees per Fee Letter | Fee Letter reviewed March 26, 2025 | Gregory Poole (Falconer); Samantha Reeves (Dunmore)
Transfer Agent / Paying Agent Fees | Marlowe Asset Management Stock Transfer, Inc. | Est. included in $60M transaction costs | — | Paying agent services for disbursement of merger consideration | Per Merger Agreement | Daniel Roth, VP Corporate Actions; 44 Wall Street, 6th Floor, New York, NY 10005
Proxy Solicitor Fees | Oakhurst Proxy Advisors LLC | Est. included in $60M transaction costs | — | Proxy solicitation services for stockholder vote | Oakhurst engagement | Margaret Quinlan, Managing Director
Escrow Agent Fees | Grandview Trust Company, N.A. | Est. included in $60M transaction costs | — | Escrow administration fee | Escrow Agreement | Karen Milford
Delaware Counsel Fees | Marsden & Holt LLP | Est. included in $60M transaction costs | — | Local Delaware counsel — DGCL opinions and filings | — | Elizabeth Parrish, Partner
R&W Underwriting Counsel Fees | Winslow & Crane LLP | Est. included in $60M transaction costs | — | Underwriting counsel for R&W insurance policy | — | Andrea Shelby, Partner
Estimated Total Transaction Costs | Various (as detailed above) | $60,000,000 | 6.1% | Aggregate estimated legal, advisory, financing, insurance, and filing costs | — | Final amounts to be confirmed at or prior to closing
TOTAL USES | $980,000,000 | 100.0% | Reconciles to Aggregate Merger Consideration / Total Sources
[sheet: Wire Instructions]
Recipient Entity | Recipient Contact | Role | Bank Name | ABA / Routing Number | Account Number | Account Name | Reference / Memo | Amount ($) | Address
Falconer National Bank, N.A. | Gregory Poole, Managing Director, Leveraged Finance | Administrative Agent — Term Loan B Funding | [TBD — to be provided by Falconer] | [TBD] | [TBD] | Harrowgate / Pennfield Acquisition — TLB Proceeds Account | Project Summit — Closing Funds | $490,000,000 | 383 Madison Avenue, New York, NY 10179
Grandview Trust Company, N.A. | Karen Milford, Vice President, Corporate Trust | Escrow Agent — Termination Fee Escrow | [TBD — to be provided by Grandview Trust] | [TBD] | [TBD] | Pennfield / Harrowgate Termination Fee Escrow Account | Project Summit — Escrow Deposit | $34,300,000 | 225 Franklin Street, 14th Floor, Boston, MA 02110
Marlowe Asset Management Stock Transfer, Inc. | Daniel Roth, Vice President, Corporate Actions | Paying Agent — Merger Consideration to Stockholders | [TBD — to be provided by Marlowe Asset Management Transfer] | [TBD] | [TBD] | Pennfield Holdings Merger Consideration Disbursement Account | CUSIP 708234109 — PNFD Merger Consideration | $958,500,000 (approx. cash to public stockholders) | 44 Wall Street, 6th Floor, New York, NY 10005
Calderwood & Harkness LLP | Harrison Wexford, Billing Partner | Buyer's Counsel — Legal Fees | [TBD] | [TBD] | [TBD] | Calderwood & Harkness LLP — Client Trust / Operating Account | Matter No. 1003-00004 — Project Summit | [Per closing invoice] | One Liberty Plaza, 55th Floor, New York, NY 10006
Ridgepoint Partners LLC | Marcus Hale, Senior Managing Director | Buyer's Financial Advisor — Advisory Fee | [TBD] | [TBD] | [TBD] | Ridgepoint Partners LLC — Operating Account | Project Summit — Advisory Fee | [Per engagement letter] | 200 Greenwich Street, 38th Floor, New York, NY 10007
Whitmore Zanthor & Co. | Andrew Prescott, Managing Director | Special Committee Financial Advisor — Advisory & Fairness Opinion Fee | [TBD] | [TBD] | [TBD] | Whitmore Zanthor & Co. — Operating Account | Project Summit — Special Committee Advisory Fee | [Per engagement letter] | 745 Fifth Avenue, 22nd Floor, New York, NY 10151
Meridian Specialty Insurance Company (via Lockwood Risk Advisors LLC) | James Fielding, Senior Vice President | R&W Insurance Carrier — Premium Payment | [TBD — to be provided by Lockwood] | [TBD] | [TBD] | Meridian Specialty Insurance Company — Premium Account | R&W Policy — Pennfield Acquisition | [Per bound policy] | One Constitution Plaza, 18th Floor, Hartford, CT 06103
Falconer National Bank, N.A. / Dunmore Capital Markets LLC | Gregory Poole / Samantha Reeves | Debt Arrangers — Financing Fees (OID, Upfront) | [TBD] | [TBD] | [TBD] | Fee Account per Fee Letter | Project Summit — Arranger Fees | [Per Fee Letter] | 383 Madison Avenue, New York, NY 10179 / 500 West Monroe Street, 35th Floor, Chicago, IL 60661
Oakhurst Proxy Advisors LLC | Margaret Quinlan, Managing Director | Proxy Solicitor — Fees | [TBD] | [TBD] | [TBD] | Oakhurst Proxy Advisors LLC — Operating Account | Project Summit — Proxy Services | [Per engagement] | 1185 Avenue of the Americas, 24th Floor, New York, NY 10036
Marsden & Holt LLP | Elizabeth Parrish, Partner | Delaware Local Counsel — Legal Fees | [TBD] | [TBD] | [TBD] | Marsden & Holt LLP — Client Trust Account | Project Summit — Delaware Counsel Fees | [Per invoice] | 1313 North Market Street, Suite 700, Wilmington, DE 19801
Winslow & Crane LLP | Andrea Shelby, Partner | R&W Underwriting Counsel — Fees | [TBD] | [TBD] | [TBD] | Winslow & Crane LLP — Operating Account | Project Summit — R&W Underwriting Counsel | [Per invoice] | 101 Federal Street, Suite 2600, Boston, MA 02110
Pennfield Existing Lenders | [TBD — per payoff letters] | Payoff of Existing Pennfield Indebtedness | [TBD] | [TBD] | [TBD] | [TBD] | Pennfield Holdings — Debt Payoff | [Per payoff letters] | [TBD]
Federal Trade Commission | N/A | HSR Filing Fee | [Per FTC instructions] | [Per FTC instructions] | [Per FTC instructions] | FTC HSR Filing Fee Account | HSR Filing — Harrowgate / Pennfield | $280,000 | N/A
[sheet: Pro Forma Capitalization]
Capitalization Item | Pre-Closing Amount ($) | Adjustment ($) | Post-Closing Amount ($) | Holder / Description | Notes
Senior Secured Term Loan B | $0 | +$490,000,000 | $490,000,000 | Falconer National Bank, N.A. (Administrative Agent) | 7-year maturity; SOFR + 400 bps; drawn at closing
Senior Secured Revolving Credit Facility (Commitment) | $0 | +$150,000,000 (committed) | $150,000,000 (committed; $0 drawn) | Falconer National Bank, N.A. (Administrative Agent) | 5-year maturity; SOFR + 350 bps; undrawn at closing
Existing Pennfield Indebtedness | [Per balance sheet] | [Paid off at closing] | $0 | Existing lenders — retired at closing | Repaid from closing funds per payoff letters
Total Debt (Drawn) | [Existing debt] | Net adjustment | $490,000,000 | Net of existing debt payoff and new TLB draw
HPE Fund IV Equity (net of co-invest and rollover) | $0 | +$258,500,000 | $258,500,000 | Harrowgate Private Equity Fund IV LP | Equity Commitment Letter dated March 27, 2025
Co-Investor Equity | $0 | +$60,000,000 | $60,000,000 | Ashford Growth Partners LP | Co-Investment Agreement dated March 27, 2025; David Nakamura
Management Rollover Equity — Catherine Langford | $0 | +$12,500,000 | $12,500,000 | Catherine Langford, CEO | Rollover Agreement; equity in surviving entity
Management Rollover Equity — Derek Simmons | $0 | +$5,000,000 | $5,000,000 | Derek Simmons, CFO | Rollover Agreement; equity in surviving entity
Management Rollover Equity — Maxwell Dunn | $0 | +$4,000,000 | $4,000,000 | Maxwell Dunn, COO | Rollover Agreement; equity in surviving entity
Total Equity | $0 | +$340,000,000 | $340,000,000 | Sum of all equity contributions
Cash on Balance Sheet (Applied) | $90,000,000 | −$90,000,000 | $0 | Pennfield Holdings, Inc. | Cash applied to fund merger consideration at closing
Total Capitalization (Equity + Drawn Debt) | $830,000,000 | $490,000,000 debt + $340,000,000 equity
KEY METRICS
Implied Enterprise Value | $980,000,000 | Aggregate merger consideration
Implied EV / LTM EBITDA | 6.9x | $980,000,000 ÷ $142,000,000 FY 2024 EBITDA
Net Leverage at Close (Drawn Debt − Excess Cash + Est. Transaction Costs) / EBITDA | ~3.2x | ($490M + $0 revolver − $90M cash + $60M est. costs) ÷ $142M ≈ 3.2x
Total Committed Leverage (incl. undrawn RCF) | ~4.5x | $640,000,000 ÷ $142,000,000
Equity as % of Total Capitalization | 34.7% | $340,000,000 ÷ $980,000,000
Management Rollover as % of Total Equity | 6.3% | $21,500,000 ÷ $340,000,000
Management Rollover as % of Deal Value | 2.2% | $21,500,000 ÷ $980,000,000
[sheet: Deal Summary]
Item | Value | Notes
Project Code Name | Project Summit | Data Room: Thackeray Solutions
C&H Matter Number | 1003-00004 | Calderwood & Harkness LLP
Buyer | Harrowgate Private Equity Fund IV LP | 1200 Market Street, Suite 3100, Wilmington, DE 19801
Buyer EIN | 87-2263148 | Delaware limited partnership
General Partner | Harrowgate Capital Partners IV GP LLC | Delaware LLC
Investment Manager | Harrowgate Capital Partners LLC | Delaware LLC; AUM ~$14.2B
HPE Fund IV Size | $4,800,000,000 | Vintage 2023
Merger Sub | Pinnacle Merger Sub, Inc. | Delaware corporation; EIN 93-4081562
Sole Incorporator of Merger Sub | Jonah Whitfield | Principal, Harrowgate Capital Partners LLC
Target | Pennfield Holdings, Inc. | 4500 Commerce Boulevard, Suite 800, Charlotte, NC 28202
Target EIN | 82-4917305 | Delaware corporation
Nasdaq Ticker | PNFD
CUSIP | 708234109
Registered Agent | Capitol Registered Agents, Inc. | 850 New Burton Road, Suite 201, Dover, DE 19904
Target Industry | Specialty retail — outdoor lifestyle, sporting goods, adventure apparel | 187 company-owned + 22 outlet = 209 total locations; 34 states
Target Employees | ~8,400
Target Fiscal Year End | January 31 (retail calendar) | FY 2024 = fiscal year ended January 31, 2025
FY 2024 Revenue | $1,620,000,000
FY 2024 EBITDA | $142,000,000 | 8.8% margin
FY 2024 Net Income | $54,300,000
Outstanding Common Shares (Basic) | 58,200,000
Options / RSUs | 3,250,000
Fully Diluted Shares | 61,450,000 | 58,200,000 + 3,250,000
Aggregate Merger Consideration | $980,000,000 | Fixed deal value
Per-Share Merger Consideration | $15.95 | $980,000,000 ÷ 61,450,000
30-Day VWAP (Pre-Announcement) | $12.18
Premium to 30-Day VWAP | 30.95% | ($15.95 − $12.18) ÷ $12.18
52-Week High | $14.50
52-Week Low | $9.85
Premium to 52-Week High | 10.0% | ($15.95 − $14.50) ÷ $14.50
Implied EV/EBITDA | 6.9x | $980M ÷ $142M
Transaction Structure | Reverse triangular merger under DGCL § 251 | Pinnacle Merger Sub merges with and into Pennfield; Pennfield survives
Stockholder Approval Required | Majority of outstanding Pennfield shares | DGCL § 251
No-Shop Covenant | Yes — from signing | Pre-signing market check conducted; fiduciary-out exception applies
Termination Fee | $34,300,000 (3.5%) | $980M × 3.5%; escrowed at Grandview Trust Company, N.A.
Reverse Termination Fee | $58,800,000 (6.0%) | $980M × 6.0%; per Limited Guarantee
Indemnification Cap | $117,600,000 (12%) | $980M × 12%
R&W Policy Limit | $100,000,000 | Meridian Specialty Insurance Company
R&W Retention | $9,800,000 (1%) | $980M × 1%
Marketing Period | 15 business days post-signing | For debt syndication by Falconer / Dunmore
Outside Date (Drop-Dead) | September 30, 2025 | 6 months from signing
HSR Filing Fee | $280,000 | 2025 tier: $500M–$1B
Merger Agreement Execution | April 7, 2025
HSR Filing (Est.) | April 8, 2025
HSR Expiration (Est.) | May 8, 2025 | 30-day initial waiting period; no second request expected
Preliminary Proxy Filing (Est.) | April 22, 2025
Definitive Proxy Mailed (Est.) | May 22, 2025
Special Meeting of Stockholders (Est.) | June 19, 2025
Estimated Closing Date | June 30, 2025
Prepared By | Megan Chu, Working Associate, Calderwood & Harkness LLP
Reviewed By | Ryan Kowalski, Lead Associate; Oliver Mackenzie, Responsible Partner | Calderwood & Harkness LLP
[sheet: Key Shareholders]
Shareholder | Entity Type | Shares Held | % of Outstanding (Basic) | Estimated Cash Consideration at $15.95/share | Contact Person | Address
Stonebridge Asset Management LP | Limited Partnership (Institutional Investor) | 5,354,400 | 9.2% | $85,402,680 | Philip Torrance, Managing Partner | 600 Lexington Avenue, 27th Floor, New York, NY 10022
Everhart Capital Advisors LLC | LLC (Institutional Investor) | 3,957,600 | 6.8% | $63,123,720 | Irene Castillo, Portfolio Manager | 200 S. Wacker Drive, Suite 2900, Chicago, IL 60606
Galloway Pension Trust | Trust (Pension Fund) | 2,386,200 | 4.1% | $38,059,890 | Ronald Kessler, Investment Director | 1100 Peachtree Street NE, Atlanta, GA 30309
Other Public Stockholders | Various | 46,501,800 | 79.9% | $741,553,710 | Various (via Marlowe Asset Management Stock Transfer, Inc.) | Various
TOTAL (Basic Shares Outstanding) | 58,200,000 | 100.0% | $928,140,000 | Note: Excludes 3,250,000 options/RSUs; management rollover shares receive equity, not cash

[sheet: Sources]

KEY METRICS

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