1038-00001 · Cascade Retail Holdings · Discovery & Evidence

cascade-initial-disclosures.docx DOCUMENT Antitrust

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UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON SEATTLE DIVISION

Defendant Cascade Retail Holdings Inc. ("Cascade" or "CRH"), by and through its undersigned counsel, Calderwood & Harkness LLP, hereby serves its Initial Disclosures pursuant to Federal Rule of Civil Procedure 26(a)(1) and the applicable Local Civil Rules of the United States District Court for the Western District of Washington. These disclosures are served in accordance with the scheduling requirements established at the July 14, 2025 initial case management conference before the Honorable Richard A. Johannsen and any subsequent orders of the Court.

These disclosures are based upon information reasonably available to Cascade as of the date of service hereof. They are made without waiver of, and Cascade expressly reserves, any and all objections, including but not limited to objections based on relevance, scope, proportionality, burden, attorney-client privilege, work-product protection, common interest privilege, and any other applicable privilege, immunity, or protection. The provision of these disclosures shall not be construed as an agreement or admission that any particular information, document, or category of information is relevant to, or admissible in, this proceeding.

Cascade further reserves the right to supplement or amend these Initial Disclosures as discovery proceeds and as additional information becomes known or available, consistent with the obligations imposed by Federal Rule of Civil Procedure 26(e) and any orders of this Court. Cascade's investigation of the facts and circumstances underlying this action is ongoing, and these disclosures should not be understood as exhaustive or as reflecting the full scope of Cascade's knowledge, claims, or defenses.

This action arises from the Federal Trade Commission's challenge to Cascade's proposed acquisition of Pinnacle Market Group Inc. ("Pinnacle"), which is the subject of FTC Administrative Docket No. 9438 as well as this federal court proceeding, Case No. 2:25-cv-01087-RAJ, in which the FTC seeks a preliminary injunction under Section 13(b) of the Federal Trade Commission Act, 15 U.S.C. § 53(b), pending resolution of the administrative proceeding.

I. INDIVIDUALS LIKELY TO HAVE DISCOVERABLE INFORMATION — RULE 26(a)(1)(A)(i)

Pursuant to Federal Rule of Civil Procedure 26(a)(1)(A)(i), Cascade identifies the following individuals who are likely to have discoverable information that Cascade may use to support its claims or defenses. For each individual identified below, Cascade provides the general subjects of the discoverable information known or believed to be possessed by that individual. The listing of any individual herein does not constitute a representation that Cascade has completed its investigation regarding that individual's knowledge or that the individual will be called as a witness. Cascade reserves the right to supplement this list as its investigation continues, consistent with Rule 26(e).

A. Cascade Retail Holdings Inc. Officers and Employees

1. Margaret "Meg" Thornberry

Title: Chief Executive Officer and Chairwoman of the Board of Directors

Affiliation: Cascade Retail Holdings Inc.

Address: c/o Cascade Retail Holdings Inc., 2200 Westlake Avenue North, Suite 3400, Seattle, Washington 98109

Subjects of discoverable Information: Ms. Thornberry is likely to have information relating to: Cascade's overall corporate strategy and the strategic rationale underlying the proposed acquisition of Pinnacle Market Group Inc.; deliberations of the Cascade Board of Directors regarding the evaluation, negotiation, and approval of the merger; the competitive landscape of e-commerce and online marketplace platforms in the United States; Cascade's business operations, growth strategy, market position, and long-term business objectives; the procompetitive justifications for the proposed transaction, including anticipated benefits to consumers, sellers, and competition; expected efficiencies and synergies resulting from the combination of Cascade and Pinnacle; communications with Cascade's financial advisor, Mercer Hollis & Co., regarding transaction strategy and valuation; communications with Cascade's transaction counsel, Harmon Ridgeway & Strauss LLP, regarding the structure and negotiation of the merger agreement (subject to attorney-client privilege and work-product protection); and Cascade's assessment of competitive conditions in online retail, including the entry and expansion of new competitors and the evolution of marketplace platforms.

2. David Ruan

Title: President and Chief Operating Officer

Affiliation: Cascade Retail Holdings Inc.

Address: c/o Cascade Retail Holdings Inc., 2200 Westlake Avenue North, Suite 3400, Seattle, Washington 98109

Subjects of discoverable Information: Mr. Ruan is likely to have information relating to: Cascade's operational strategy and day-to-day business management; integration planning for the proposed combination of Cascade and Pinnacle; Cascade's logistics and fulfillment network, including its 22-warehouse fulfillment infrastructure spanning multiple regions of the United States; competitive dynamics between Cascade and other marketplace and e-commerce platforms, including Vertex Commerce Inc., Nomad Shops LLC, and other competitors; the operations of CascadeMarket, Cascade's online marketplace platform for third-party sellers; operational efficiencies projected to result from the merger, including logistics and fulfillment cost savings anticipated from integrating Pinnacle's seller base into Cascade's existing fulfillment infrastructure; Cascade's brick-and-mortar retail operations, which currently include approximately 340 retail locations across 38 states; and the interplay between Cascade's physical retail presence and its online marketplace and e-commerce operations.

3. Sonia Alvarez-Kirk

Title: Chief Financial Officer

Affiliation: Cascade Retail Holdings Inc.

Address: c/o Cascade Retail Holdings Inc., 2200 Westlake Avenue North, Suite 3400, Seattle, Washington 98109

Subjects of discoverable Information: Ms. Alvarez-Kirk is likely to have information relating to: Cascade's financial condition, including its revenue and financial performance for fiscal years 2023 and 2024 (FY2024 total revenue of approximately $28.6 billion, with e-commerce and marketplace segment revenue of approximately $9.3 billion); the financing structure for the proposed acquisition, including approximately $1.9 billion in cash on hand and the committed debt financing arranged by Whitmore National Bank, N.A., consisting of a $2.8 billion senior secured term loan B facility and a $500 million revolving credit facility, pursuant to a commitment letter dated March 12, 2025 (Reference: CRH-WNB-2025-TLB); the aggregate merger consideration of approximately $4.7 billion, representing $26.85 per share of Pinnacle common stock; financial projections and synergy estimates prepared in connection with the proposed acquisition, including Cascade's projection of approximately $340 million in annual merger-specific efficiencies expected to be achieved by Year 3 post-closing; the financial terms of the merger agreement, including the reverse termination fee of $282 million payable by Cascade under certain circumstances and the company termination fee of $164.5 million payable by Pinnacle under certain circumstances; communications with Cascade's financial advisors at Mercer Hollis & Co. regarding valuation and transaction economics; and communications with Cascade's independent auditors at Aldrich & Warwick CPAs LLP regarding Cascade's financial statements and accounting matters related to the proposed transaction.

4. Jerome Weston

Title: General Counsel and Corporate Secretary

Affiliation: Cascade Retail Holdings Inc.

Address: c/o Cascade Retail Holdings Inc., 2200 Westlake Avenue North, Suite 3400, Seattle, Washington 98109

Subjects of discoverable Information: Mr. Weston is likely to have information relating to: the legal aspects of the Agreement and Plan of Merger executed on March 14, 2025; Cascade's premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, filed on April 2, 2025 (Transaction No. HSR-20250402-0347); the FTC's Second Request for Additional Information and Documentary Material issued on May 7, 2025 (File No. 251-0089), and Cascade's compliance therewith, including Cascade's certification of substantial compliance dated June 10, 2025; Cascade's regulatory strategy with respect to obtaining antitrust clearance for the proposed transaction; the engagement of outside counsel, including Harmon Ridgeway & Strauss LLP as transaction counsel and Calderwood & Harkness LLP as antitrust litigation counsel; the terms and conditions of the merger agreement, including the outside date of March 14, 2026, which is extendable to June 14, 2026 in the event that the sole remaining unsatisfied closing condition is the receipt of antitrust clearance; Cascade's SEC filings in connection with the proposed transaction, including the Form 8-K filed with the Securities and Exchange Commission on March 17, 2025 publicly announcing the merger agreement and the Definitive Proxy Statement (Schedule 14A) filed on April 28, 2025; and corporate governance matters relating to the proposed transaction.

Privilege Reservation: Cascade expressly reserves all objections regarding attorney-client privilege and work-product protection as to communications between Mr. Weston and Cascade's outside counsel, including Harmon Ridgeway & Strauss LLP and Calderwood & Harkness LLP, as well as communications with Pinnacle's counsel pursuant to the Joint Defense and Common Interest Agreement.

5. Patricia "Trish" Delacroix

Title: Senior Vice President, Marketplace & Platform Strategy

Affiliation: Cascade Retail Holdings Inc.

Address: c/o Cascade Retail Holdings Inc., 2200 Westlake Avenue North, Suite 3400, Seattle, Washington 98109

Subjects of discoverable Information: Ms. Delacroix is likely to have information relating to: the operations and performance of CascadeMarket, Cascade's online marketplace platform for third-party sellers, including gross merchandise volume ("GMV") of approximately $3.1 billion in FY2024, marketplace services revenue of approximately $527 million (reflecting a 17% take rate), and approximately 42,000 active third-party sellers as of January 31, 2025; the launch of CascadeMarket on June 1, 2019, and its growth trajectory since inception; the competitive positioning of CascadeMarket relative to Pinnacle Market Group, Vertex Commerce Inc., Nomad Shops LLC, and other online marketplace platforms; seller acquisition, seller retention, and seller multi-homing behavior across competing marketplace platforms; platform integration planning and anticipated technology synergies between CascadeMarket and Pinnacle's marketplace platform, estimated at approximately $145 million in projected annual savings; logistics and fulfillment integration planning, including the projected annual savings of approximately $195 million resulting from integrating Pinnacle's seller base into Cascade's 22-warehouse fulfillment network; the entry and expansion of new marketplace entrants, including Brevity Social Commerce Inc. and Trove Marketplace Inc., and their competitive significance; marketplace take rate trends, pricing of seller services, and the evolution of seller services offerings; and the overall competitive dynamics of the online marketplace platform industry.

6. Additional Cascade Marketplace Operations Personnel

Cascade identifies that additional employees in the Marketplace & Platform Strategy division, the E-Commerce Operations division, the Supply Chain & Fulfillment division, and the Corporate Development group of Cascade Retail Holdings Inc. may possess discoverable information relevant to Cascade's defenses in this proceeding. These individuals may have knowledge of marketplace operations, competitive conditions, seller relationships, fulfillment and logistics operations, and the development and evaluation of the proposed acquisition. Cascade will supplement this disclosure with specific names, titles, and subjects of information as its investigation continues, consistent with the requirements of Federal Rule of Civil Procedure 26(e).

B. Pinnacle Market Group Inc. Personnel (Co-Defendant)

Pinnacle Market Group Inc. is a co-defendant in this proceeding and is represented by separate counsel, Whitfield, Greer & Tanaka LLP, 100 Congress Avenue, Suite 2200, Austin, Texas 78701. Cascade identifies the following Pinnacle personnel as individuals who are likely to have discoverable information relevant to Cascade's defenses. Pinnacle may provide its own initial disclosures identifying additional individuals and providing further detail regarding the subjects of information possessed by Pinnacle personnel. Cascade's identification of these individuals is based on information reasonably available to Cascade and does not purport to be a complete listing of all Pinnacle personnel with relevant information.

7. Rajiv Chandravar

Title: Co-Founder and Chief Executive Officer

Affiliation: Pinnacle Market Group Inc.

Address: c/o Pinnacle Market Group Inc., 500 East 6th Street, Suite 800, Austin, Texas 78701

Subjects of discoverable Information: Mr. Chandrasekaran is likely to have information relating to: Pinnacle's competitive position within the online marketplace platform industry and its business trajectory; Pinnacle's decelerating growth, including the decline in year-over-year GMV growth from approximately 28% in 2022 to approximately 9% in 2024; increasing seller churn rates on Pinnacle's platform, rising from approximately 12% in 2022 to approximately 21% in 2024; Pinnacle's strategic rationale for entering into the merger agreement with Cascade, including the competitive challenges and financial pressures faced by Pinnacle as a standalone entity; the founding of Pinnacle in 2014 and its evolution as a marketplace platform; and Pinnacle's current and anticipated market position in the absence of the proposed transaction.

8. Lena Kowalski

Title: Co-Founder and Chief Product Officer

Affiliation: Pinnacle Market Group Inc.

Address: c/o Pinnacle Market Group Inc., 500 East 6th Street, Suite 800, Austin, Texas 78701

Subjects of discoverable Information: Ms. Kowalski is likely to have information relating to: Pinnacle's platform technology and product development efforts; competitive pressures on Pinnacle's platform from larger, better-resourced competitors and from emerging marketplace entrants; the seller experience on Pinnacle's platform, including platform features, tools, and services offered to third-party sellers; and innovation in marketplace platform services, including technology investments and product roadmap considerations.

9. Thomas Breck

Title: Chief Financial Officer

Affiliation: Pinnacle Market Group Inc.

Address: c/o Pinnacle Market Group Inc., 500 East 6th Street, Suite 800, Austin, Texas 78701

Subjects of discoverable Information: Mr. Breck is likely to have information relating to: Pinnacle's financial condition and performance, including FY2024 GMV of approximately $11.4 billion, net revenue of approximately $1.82 billion, a take rate of approximately 16%, and approximately 185,000 active sellers as of December 31, 2024; Pinnacle's initial public offering on the Nasdaq Stock Market on September 18, 2020 (Nasdaq ticker symbol: PMGI); Pinnacle's pre-announcement market capitalization of approximately $3.9 billion and unaffected share price of $22.30 as of March 7, 2025, the last trading day prior to public reports of the proposed transaction; the merger premium of approximately 20.4% over the unaffected share price; Pinnacle's financial deterioration and weakening competitive trajectory, including trends in revenue growth, profitability, and seller engagement metrics; Pinnacle's engagement of Ridgeline Capital Partners as its sell-side financial advisor and Kessler Fong Accounting Group LLP as its independent auditor; and Pinnacle's financial projections, capital requirements, and standalone financial outlook.

10. Anita Suresh

Title: General Counsel

Affiliation: Pinnacle Market Group Inc.

Address: c/o Pinnacle Market Group Inc., 500 East 6th Street, Suite 800, Austin, Texas 78701

Subjects of discoverable Information: Ms. Suresh is likely to have information relating to: the legal aspects of the merger agreement between Cascade and Pinnacle; Pinnacle's compliance with the Hart-Scott-Rodino Act premerger notification requirements, including Pinnacle's HSR filing and compliance with the FTC's Second Request; and regulatory matters relating to the proposed transaction. Cascade reserves all objections regarding Pinnacle's attorney-client privilege and work-product protection as to Ms. Suresh's communications with Pinnacle's outside counsel.

C. Third-Party Individuals

11. Graham Mercer IV

Title: Managing Director, M&A Advisory

Affiliation: Mercer Hollis & Co., 383 Madison Avenue, 14th Floor, New York, New York 10179

Subjects of discoverable Information: Mr. Mercer is likely to have information relating to: Mercer Hollis & Co.'s role as financial advisor to Cascade in connection with the proposed acquisition of Pinnacle; the fairness opinion delivered to the Cascade Board of Directors; the valuation analysis performed with respect to Pinnacle, including comparable company analyses, discounted cash flow analyses, and other financial analyses; and the competitive landscape assessment presented to the Cascade Board of Directors in connection with their evaluation and approval of the proposed transaction.

12. Yuki Tanabe

Title: Vice President, M&A Advisory

Affiliation: Mercer Hollis & Co., 383 Madison Avenue, 14th Floor, New York, New York 10179

Subjects of discoverable Information: Ms. Tanabe is likely to have information relating to: financial modeling and quantitative valuation work performed in support of the fairness opinion delivered to Cascade's Board of Directors; industry analysis and competitive benchmarking provided to Cascade in connection with the proposed acquisition; and the preparation of financial presentations and analyses regarding the proposed transaction.

13. Nadine Vasquez

Title: Managing Director

Affiliation: Ridgeline Capital Partners, 101 Montgomery Street, Suite 1400, San Francisco, California 94104

Subjects of discoverable Information: Ms. Vasquez is likely to have information relating to: Ridgeline Capital Partners' role as sell-side financial advisor to Pinnacle in connection with the proposed acquisition; the market check process conducted by Pinnacle, including analysis of alternative potential purchasers and strategic alternatives considered by Pinnacle's Board of Directors; and the valuation of Pinnacle in connection with the merger.

14. Brian Alderman

Title: Managing Director, Leveraged Finance

Affiliation: Whitmore National Bank, N.A., 301 South Tryon Street, Charlotte, North Carolina 28202

Subjects of discoverable Information: Mr. Alderman is likely to have information relating to: the committed debt financing for the proposed acquisition, including the terms and conditions of the $2.8 billion senior secured term loan B facility and the $500 million revolving credit facility; the credit analysis performed by Whitmore National Bank, N.A. with respect to the combined Cascade-Pinnacle entity; the commitment letter dated March 12, 2025; and the financial terms and covenants of the proposed financing facilities.

15. Phillip Strauss

Title: Lead M&A Partner

Affiliation: Harmon Ridgeway & Strauss LLP, 590 Madison Avenue, 30th Floor, New York, New York 10022

Subjects of discoverable Information: Mr. Strauss is likely to have information relating to: the negotiation and drafting of the Agreement and Plan of Merger; the structure of the proposed transaction, which is structured as a reverse triangular merger with CRH Merger Sub Inc. (EIN: 91-2098433), a wholly owned subsidiary of Cascade, merging with and into Pinnacle; the terms and conditions of the merger agreement, including representations, warranties, covenants, closing conditions, and termination provisions; and the overall transaction timeline and regulatory approval strategy.

Privilege Reservation: Cascade expressly reserves all claims of attorney-client privilege and work-product protection with respect to communications between Mr. Strauss and Cascade, Cascade's officers, directors, and employees, and Cascade's in-house counsel. Mr. Strauss's information is identified subject to those reservations.

16. Dr. Priya Ramanathan

Title: Managing Director and Testifying Expert

Affiliation: Brindoval Analytics LLC, 1700 Pennsylvania Avenue NW, Suite 550, Washington, D.C. 20006

Subjects of discoverable Information: Dr. Ramanathan is likely to have information relating to: economic analysis of relevant market definition in the online marketplace platform industry; competitive effects analysis with respect to the proposed merger; the analysis and quantification of merger-specific efficiencies; market concentration analysis, including an assessment and critique of the FTC's Herfindahl-Hirschman Index ("HHI") calculations (which, as alleged in the FTC's Complaint, show a pre-merger HHI of 2,361, a post-merger HHI of 2,856, and a delta of 495); the appropriate methodology for analyzing competitive effects in multi-sided platform markets; the significance of new entry and expansion by emerging marketplace platforms; and seller multi-homing patterns and their implications for market definition and competitive effects. Dr. Ramanathan's expert report will be filed separately pursuant to the Court's scheduling order and applicable provisions of Federal Rule of Civil Procedure 26(a)(2).

17. Dr. Lucas Engström

Title: Senior Economist

Affiliation: Brindoval Analytics LLC, 1700 Pennsylvania Avenue NW, Suite 550, Washington, D.C. 20006

Subjects of discoverable Information: Dr. Engström is likely to have information relating to: supporting economic analysis, econometric modeling, and data analysis underlying the expert opinions of Dr. Priya Ramanathan. Dr. Engström has been retained as a consulting expert in this matter, and Cascade reserves all objections regarding work-product protection and the protections afforded to consulting expert materials under Federal Rule of Civil Procedure 26(b)(4)(D).

D. FTC Personnel

Cascade identifies the following FTC personnel as individuals who are likely to have discoverable information relevant to this proceeding. Cascade's identification of these individuals is subject to the understanding that certain information in the possession of FTC personnel may be protected by the deliberative process privilege, the law enforcement investigatory privilege, or other applicable governmental privileges and immunities.

18. Claire Dunmore

Title: Lead Trial Attorney, Bureau of Competition, Mergers IV Division

Affiliation: Federal Trade Commission, 600 Pennsylvania Avenue NW, Washington, D.C. 20580

Subjects of discoverable Information: Ms. Dunmore is likely to have information relating to: the FTC's investigation of the proposed acquisition of Pinnacle by Cascade; the factual and analytical basis for the FTC's proposed relevant market definition of "online marketplace platform services for third-party sellers in the United States"; the FTC's market share calculations, including the FTC's allegation that Cascade holds approximately 8.2% market share, Pinnacle holds approximately 30.1% market share, the combined entity would hold approximately 38.3% market share, Vertex Commerce Inc. holds approximately 35.7% market share, Nomad Shops LLC holds approximately 14.6% market share, and all other competitors hold approximately 11.4% market share; communications between the FTC and third-party complainants regarding the proposed transaction; and the Commission's vote (3-2) to authorize the filing of the administrative complaint and the federal court action for a preliminary injunction.

19. Samuel Ortega

Title: Senior Trial Counsel

Affiliation: Federal Trade Commission, 600 Pennsylvania Avenue NW, Washington, D.C. 20580

Subjects of discoverable Information: Mr. Ortega is likely to have information relating to: the FTC's investigation of the proposed transaction and competitive effects analysis; the FTC's assessment and rebuttal of merger-specific efficiencies claimed by the merging parties; and the factual basis for the FTC's competitive effects theories.

20. Rebecca Yun

Title: Staff Attorney

Affiliation: Federal Trade Commission, 600 Pennsylvania Avenue NW, Washington, D.C. 20580

Subjects of discoverable Information: Ms. Yun is likely to have information relating to: the FTC's document review process during the investigation of the proposed transaction; investigative support provided in connection with the FTC's review; and the organization and analysis of documents and information obtained during the investigation.

21. Dr. Nathaniel Hargrove

Title: Bureau of Economics Staff Economist

Affiliation: Federal Trade Commission, 600 Pennsylvania Avenue NW, Washington, D.C. 20580

Subjects of discoverable Information: Dr. Hargrove is likely to have information relating to: the economic analysis performed by the FTC's Bureau of Economics in support of the FTC's proposed market definition and competitive effects theories; the staff economic recommendations presented to the Commission in connection with the Commission's vote to authorize the complaint; and the economic methodology employed by the FTC in evaluating the competitive implications of the proposed transaction.

22. Dr. Wallace Keenan

Title: Testifying Expert for the FTC

Affiliation: Thornfield Research Group, 1515 Wilson Boulevard, Suite 300, Arlington, Virginia 22209

Subjects of discoverable Information: Dr. Keenan is likely to have information relating to: expert economic analysis on relevant market definition, including SSNIP (Small but Significant Non-transitory Increase in Price) analysis and related economic tests; HHI calculations and market concentration analysis; competitive effects of the proposed merger on online marketplace platform services for third-party sellers; and any other economic opinions offered on behalf of the FTC. Dr. Keenan's expert report is expected to be produced pursuant to the Court's scheduling order and the requirements of Federal Rule of Civil Procedure 26(a)(2).

E. Other Third Parties

23. Martina Galloway

Title: Lead Partner

Affiliation: Galloway & Peck LLP, 60 East 42nd Street, Suite 2600, New York, New York 10165

Subjects of discoverable Information: Ms. Galloway, in her capacity as counsel to the Independent Online Sellers Alliance ("IOSA"), is likely to have information relating to, to the extent not protected by attorney-client privilege or other applicable privilege: the factual basis for IOSA's motion to intervene in this proceeding; the identities and experiences of IOSA member sellers who operate on online marketplace platforms; and seller complaints and concerns regarding marketplace platform competition and the proposed transaction.

Additional Third-Party Individuals: Cascade may identify additional individuals at the following entities who are likely to have discoverable information relevant to this proceeding, and reserves the right to supplement these disclosures as discovery progresses, consistent with Federal Rule of Civil Procedure 26(e):

• Vertex Commerce Inc., 2100 North First Street, San Jose, California 95131 (the largest online marketplace platform competitor, with approximately 35.7% market share according to the FTC's calculations);

• Nomad Shops LLC, 45 Main Street, Suite 700, Brooklyn, New York 11201 (a significant marketplace platform competitor, with approximately 14.6% market share according to the FTC's calculations);

• Brevity Social Commerce Inc., Los Angeles, California (an emerging marketplace platform entrant with growing market presence);

• Trove Marketplace Inc., Chicago, Illinois (an emerging marketplace platform entrant); and

• Independent Online Sellers Alliance ("IOSA"), 1025 Vermont Avenue NW, Suite 600, Washington, D.C. 20005 (a trade association representing online marketplace sellers that has filed a motion to intervene in this proceeding).

II. DOCUMENTS, ELECTRONICALLY STORED INFORMATION, AND TANGIBLE THINGS — RULE 26(a)(1)(A)(ii)

Pursuant to Federal Rule of Civil Procedure 26(a)(1)(A)(ii), Cascade identifies the following categories of documents, electronically stored information ("ESI"), and tangible things in its possession, custody, or control that Cascade may use to support its claims or defenses in this proceeding. These disclosures are subject to all objections, including but not limited to objections based on attorney-client privilege, work-product protection, common interest privilege, and any other applicable privilege or protection. Cascade will produce a privilege log identifying documents withheld or redacted on the basis of privilege in accordance with Federal Rule of Civil Procedure 26(b)(5) and any applicable orders of the Court. Cascade's identification of the following categories of documents does not constitute a waiver of any objection and does not represent an admission that any particular document or category of documents is relevant to or admissible in this proceeding.

A. Corporate and Governance Documents

1. Minutes of meetings of the Board of Directors of Cascade Retail Holdings Inc. and any committees thereof, including any special committee formed in connection with the proposed acquisition of Pinnacle Market Group Inc., to the extent relating to the evaluation, negotiation, and approval of the proposed acquisition (2024–2025).

2. Board presentations, memoranda, and materials prepared for or distributed to the Board of Directors or any committee thereof in connection with the proposed acquisition of Pinnacle, including strategic rationale presentations, management presentations, and financial advisor presentations.

3. Board resolutions authorizing the execution and delivery of the Agreement and Plan of Merger, the commitment for debt financing, and related transaction documents and agreements.

4. Special committee materials, if any, relating to the evaluation and approval of the proposed transaction, including any independent financial or legal analyses prepared for such committee.

B. Merger Agreement and Transaction Documents

1. The Agreement and Plan of Merger, dated as of March 14, 2025, by and among Cascade Retail Holdings Inc., CRH Merger Sub Inc. (EIN: 91-2098433), and Pinnacle Market Group Inc., together with all exhibits, annexes, and schedules thereto.

2. The disclosure schedules delivered by each of Cascade and Pinnacle pursuant to the merger agreement, to the extent not subject to confidentiality restrictions that would preclude disclosure in this proceeding.

3. The commitment letter from Whitmore National Bank, N.A., dated March 12, 2025 (Reference: CRH-WNB-2025-TLB), including the term sheets for the $2.8 billion senior secured term loan B facility and the $500 million revolving credit facility, together with any fee letters, engagement letters, and amendments or supplements thereto.

4. The fairness opinion delivered by Mercer Hollis & Co. to the Board of Directors of Cascade Retail Holdings Inc. in connection with the proposed acquisition, together with any supporting financial analyses, presentations, and materials provided to the Board.

5. Engagement letters between Cascade and its financial advisor, Mercer Hollis & Co.; between Cascade and its transaction counsel, Harmon Ridgeway & Strauss LLP; and, to the extent in Cascade's possession, custody, or control, the engagement letter between Pinnacle and its sell-side financial advisor, Ridgeline Capital Partners. These materials are identified subject to Cascade's reservation of attorney-client privilege and work-product protection as applicable.

C. SEC Filings

1. Form 8-K filed by Cascade Retail Holdings Inc. with the Securities and Exchange Commission on March 17, 2025, publicly announcing the execution of the Agreement and Plan of Merger, together with all exhibits thereto.

2. Definitive Proxy Statement (Schedule 14A) filed by Cascade Retail Holdings Inc. (or, to the extent applicable, by Pinnacle Market Group Inc.) with the Securities and Exchange Commission on April 28, 2025, in connection with the solicitation of shareholder approval of the proposed transaction, together with all exhibits, supplements, and amendments thereto.

3. Cascade Retail Holdings Inc.'s Annual Reports on Form 10-K for fiscal years ending January 31, 2024 (FY2023) and January 31, 2025 (FY2024), including all financial statements and exhibits thereto.

4. Cascade Retail Holdings Inc.'s Quarterly Reports on Form 10-Q for fiscal years 2023 and 2024, including all financial statements and exhibits thereto.

5. Pinnacle Market Group Inc.'s Annual Reports on Form 10-K for fiscal years ending December 31, 2023 (FY2023) and December 31, 2024 (FY2024), to the extent in Cascade's possession, custody, or control, including all financial statements and exhibits thereto.

6. Pinnacle Market Group Inc.'s Quarterly Reports on Form 10-Q for fiscal years 2023 and 2024, to the extent in Cascade's possession, custody, or control.

D. HSR and Regulatory Documents

1. The Hart-Scott-Rodino Act Notification and Report Form filed by Cascade Retail Holdings Inc. on April 2, 2025 (Transaction No. HSR-20250402-0347), together with all attachments, exhibits, and supplements thereto.

2. The FTC's Second Request for Additional Information and Documentary Material (File No. 251-0089), issued on May 7, 2025, and received by Cascade.

3. Documents produced by Cascade to the FTC in response to the Second Request, subject to all applicable confidentiality protections, protective orders, and restrictions on the use and disclosure of such materials.

4. Cascade's certification of substantial compliance with the Second Request, dated June 10, 2025, together with any supporting documentation.

5. Correspondence between Cascade (including its outside counsel) and the FTC's Bureau of Competition during the pre-complaint investigation, including timing agreements, pull list negotiations, and other procedural communications, to the extent not protected by attorney-client privilege or work-product protection.

E. Business and Competitive Strategy Documents

1. CascadeMarket strategic plans, business plans, and competitive assessments from the platform's launch on June 1, 2019 through the present, including annual and multi-year strategic planning documents and presentations to senior management.

2. Market studies, industry reports, and competitive analyses relating to online marketplace platforms and e-commerce, whether prepared internally by Cascade or by third-party consultants, research firms, or industry analysts, and in Cascade's possession, custody, or control.

3. Internal analyses, memoranda, presentations, and reports assessing the competitive positions, strategies, and market activities of competitors, including Vertex Commerce Inc., Nomad Shops LLC, Pinnacle Market Group Inc., Brevity Social Commerce Inc., Trove Marketplace Inc., and other marketplace and e-commerce platforms.

4. Seller acquisition and retention data, including analyses of seller churn rates, seller onboarding metrics, and seller satisfaction surveys conducted on CascadeMarket.

5. Take rate analyses, pricing strategies, and seller fee structures for CascadeMarket, including any analyses of competitive pricing dynamics across marketplace platforms.

F. Financial Data and Performance Documents

1. Cascade Retail Holdings Inc.'s audited consolidated financial statements for FY2023 and FY2024, as audited by Aldrich & Warwick CPAs LLP, together with the independent auditor's reports thereon.

2. CascadeMarket segment financial data, including detailed GMV data, revenue data, take rate calculations, seller fee revenue, and other financial metrics for the marketplace platform segment.

3. Integration planning documents and efficiency analyses prepared in connection with the proposed acquisition, including documents supporting the projection of approximately $340 million in annual merger-specific efficiencies by Year 3 post-closing, consisting of approximately $195 million in logistics and fulfillment cost savings and approximately $145 million in technology and platform synergies.

4. Financial models, projections, and pro forma analyses prepared by Cascade, its management, or its financial advisors in connection with the evaluation and negotiation of the proposed acquisition, including standalone and combined entity projections.

G. Platform and Operational Data

1. CascadeMarket platform data, including but not limited to: seller counts (approximately 42,000 active third-party sellers as of January 31, 2025); transaction volumes; GMV data (approximately $3.1 billion in FY2024); marketplace services revenue (approximately $527 million in FY2024); and other platform performance metrics tracked by Cascade.

2. Fulfillment and logistics network data, including information regarding the operations, capacity, and geographic distribution of Cascade's 22-warehouse fulfillment infrastructure and its utilization in support of CascadeMarket sellers.

3. Seller communications, including correspondence and notifications to and from third-party sellers on CascadeMarket relating to platform terms, fees, services, and seller experience.

4. Seller survey data, including any internal or third-party surveys of sellers regarding their experiences on CascadeMarket and other marketplace platforms.

5. Data regarding seller multi-homing across competing marketplace platforms, including analyses of the extent to which CascadeMarket sellers simultaneously sell on Pinnacle, Vertex Commerce, Nomad Shops, and other platforms.

H. Communications.

1. Internal Cascade communications, including emails, memoranda, instant messages, presentations, and other documents relating to the proposed acquisition of Pinnacle, Cascade's competitive strategy, CascadeMarket operations, and marketplace platform competition, to the extent responsive and not subject to privilege.

2. Communications between Cascade and Pinnacle regarding the proposed transaction, including negotiation-related communications, integration planning discussions, and post-signing coordination, to the extent not subject to the Joint Defense and Common Interest Agreement dated July 1, 2025 between Cascade and Pinnacle, or otherwise protected by attorney-client privilege, work-product protection, or common interest privilege.

3. Communications between Cascade and third parties, including financial advisors, lenders, and consultants, relating to the proposed transaction, to the extent in Cascade's possession, custody, or control and not subject to privilege.

Privilege Note: Cascade withholds privileged and work-product protected documents and communications as identified on Cascade's privilege log, which will be produced separately in accordance with Federal Rule of Civil Procedure 26(b)(5)(A) and any applicable orders of the Court regarding the format and timing of privilege log production.

III. COMPUTATION OF DAMAGES — RULE 26(a)(1)(A)(iii)

Pursuant to Federal Rule of Civil Procedure 26(a)(1)(A)(iii), Cascade states as follows:

This is an action brought by the Federal Trade Commission seeking a preliminary injunction under Section 13(b) of the Federal Trade Commission Act, 15 U.S.C. § 53(b), to enjoin the proposed acquisition of Pinnacle Market Group Inc. by Cascade Retail Holdings Inc. pending the resolution of the FTC's administrative proceeding, FTC Administrative Docket No. 9438. Cascade is a defendant in this action and does not assert affirmative claims for monetary damages against the Plaintiff or any other party in this proceeding.

Accordingly, no computation of damages is applicable to Cascade's defenses in this action, and Cascade does not identify documents bearing on the nature or extent of injuries or the computation of damages, as none are relevant to Cascade's position as a defendant in this preliminary injunction proceeding.

Cascade expressly reserves all rights to assert any counterclaims, seek any damages, or pursue any other legal or equitable relief as may be appropriate at any time during this proceeding or in any related proceeding.

IV. INSURANCE AGREEMENTS — RULE 26(a)(1)(A)(iv)

Pursuant to Federal Rule of Civil Procedure 26(a)(1)(A)(iv), Cascade identifies the following insurance agreements that may be relevant to satisfy all or part of a possible judgment in this action or to indemnify or reimburse for payments made to satisfy a judgment:

1. Directors and Officers Liability Insurance: Cascade Retail Holdings Inc. maintains a directors and officers ("D&O") liability insurance program consisting of primary and excess coverage layers. The D&O insurance program provides coverage for claims brought against Cascade's directors and officers in their capacities as such, including in connection with regulatory proceedings, governmental investigations, and related litigation. The D&O program may provide defense cost coverage for certain individual defendants in this proceeding. Copies of relevant policy declarations pages and summaries of material terms are available upon reasonable request, subject to any applicable confidentiality provisions.

2. General Commercial Liability Insurance: Cascade maintains general commercial liability insurance policies in the ordinary course of its business operations. Such policies are not expected to provide coverage for the claims asserted in this proceeding but are identified for completeness.

Cascade states that, to its knowledge, no insurance agreement provides for indemnification of any judgment or settlement in this preliminary injunction proceeding, as this is a federal government enforcement action brought by the Federal Trade Commission and the relief sought is injunctive in nature rather than monetary. However, as noted above, Cascade's D&O policies may provide defense cost coverage for certain individual defendants or officers.

Cascade reserves the right to supplement this disclosure as additional insurance information is identified or as additional policies are determined to be potentially relevant to this proceeding.

V. RESERVATION OF RIGHTS AND GENERAL QUALIFICATIONS

Cascade makes the following reservations of rights and general qualifications with respect to these Initial Disclosures:

1. Supplementation. Cascade reserves the right to supplement and amend these Initial Disclosures as required by Federal Rule of Civil Procedure 26(e) and any orders of this Court, and as additional information becomes available through the course of discovery, further investigation, or otherwise. These disclosures reflect Cascade's current understanding of the facts and circumstances of this matter, and Cascade's investigation is ongoing.

2. No Waiver of Objections. These disclosures are made without prejudice to Cascade's right to assert any and all objections to the scope, relevance, proportionality, or burden of discovery requests, whether in response to interrogatories, requests for production, requests for admission, or deposition notices. The provision of these disclosures does not constitute a waiver of any objection that Cascade may assert in response to any specific discovery request.

3. Preservation of Privilege. Cascade does not waive and expressly preserves all claims of attorney-client privilege, work-product protection (including under the common interest doctrine), common interest privilege, and any other applicable privilege, immunity, or protection. In particular, Cascade preserves its rights under the Joint Defense and Common Interest Agreement dated July 1, 2025, between Cascade Retail Holdings Inc. and Pinnacle Market Group Inc., which governs the sharing of confidential and privileged information between the co-defendants and their respective counsel in connection with this proceeding and the related FTC administrative proceeding.

4. No Admission. The identification of any individual, document, category of documents, or subject of information in these disclosures does not constitute an admission by Cascade as to the relevance, materiality, or admissibility of any information, document, or testimony. Cascade expressly reserves the right to object to the introduction of any evidence at trial or in any other proceeding in this matter.

5. Reasonable Inquiry. These disclosures are made based on information reasonably available to Cascade as of the date of service and reflect a reasonable inquiry under the circumstances, consistent with the requirements of Federal Rule of Civil Procedure 26(g). Cascade has not yet had the benefit of discovery in this matter, and these disclosures are necessarily based on Cascade's current state of knowledge.

6. Protective Order. Cascade anticipates that a protective order will be entered in this proceeding governing the treatment of confidential business information. To the extent that any documents or information identified in these disclosures contain or reflect confidential business information of Cascade, Pinnacle, or any third party, the production and use of such documents and information shall be subject to the terms of any protective order entered by the Court.

RESPECTFULLY SUBMITTED

CALDERWOOD & HARKNESS LLP

By: ________

Elliot Nguyen (D.C. Bar No. 1087456) (Pro Hac Vice) Howard Bellamy (D.C. Bar No. 1023891) (Pro Hac Vice) 1401 K Street NW, Suite 1200 Washington, D.C. 20005 Telephone: (202) 555-7800 Facsimile: (202) 555-7801

Email: elliot.nguyen@calderwoodharkness.com

Email: howard.bellamy@calderwoodharkness.com

Counsel for Defendant Cascade Retail Holdings Inc.

Local Counsel:

CALDERWOOD & HARKNESS LLP (Seattle Office)

By: ________

Katherine M. Lindgren (WSBA No. 48721) 901 Fifth Avenue, Suite 4100 Seattle, Washington 98164 Telephone: (206) 555-3200 Facsimile: (206) 555-3201

Email: katherine.lindgren@calderwoodharkness.com

UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON SEATTLE DIVISION
Defendant Cascade Retail Holdings Inc. ("Cascade" or "CRH"), by and through its undersigned counsel, Calderwood & Harkness LLP, hereby serves its Initial Disclosures pursuant to Federal Rule of Civil Procedure 26(a)(1) and the applicable Local Civil Rules of the United States District Court for the Western District of Washington. These disclosures are served in accordance with the scheduling requirements established at the July 14, 2025 initial case management conference before the Honorable Richard A. Johannsen and any subsequent orders of the Court.
These disclosures are based upon information reasonably available to Cascade as of the date of service hereof. They are made without waiver of, and Cascade expressly reserves, any and all objections, including but not limited to objections based on relevance, scope, proportionality, burden, attorney-client privilege, work-product protection, common interest privilege, and any other applicable privilege, immunity, or protection. The provision of these disclosures shall not be construed as an agreement or admission that any particular information, document, or category of information is relevant to, or admissible in, this proceeding.
Cascade further reserves the right to supplement or amend these Initial Disclosures as discovery proceeds and as additional information becomes known or available, consistent with the obligations imposed by Federal Rule of Civil Procedure 26(e) and any orders of this Court. Cascade's investigation of the facts and circumstances underlying this action is ongoing, and these disclosures should not be understood as exhaustive or as reflecting the full scope of Cascade's knowledge, claims, or defenses.
This action arises from the Federal Trade Commission's challenge to Cascade's proposed acquisition of Pinnacle Market Group Inc. ("Pinnacle"), which is the subject of FTC Administrative Docket No. 9438 as well as this federal court proceeding, Case No. 2:25-cv-01087-RAJ, in which the FTC seeks a preliminary injunction under Section 13(b) of the Federal Trade Commission Act, 15 U.S.C. § 53(b), pending resolution of the administrative proceeding.
I. INDIVIDUALS LIKELY TO HAVE DISCOVERABLE INFORMATION — RULE 26(a)(1)(A)(i)
Pursuant to Federal Rule of Civil Procedure 26(a)(1)(A)(i), Cascade identifies the following individuals who are likely to have discoverable information that Cascade may use to support its claims or defenses. For each individual identified below, Cascade provides the general subjects of the discoverable information known or believed to be possessed by that individual. The listing of any individual herein does not constitute a representation that Cascade has completed its investigation regarding that individual's knowledge or that the individual will be called as a witness. Cascade reserves the right to supplement this list as its investigation continues, consistent with Rule 26(e).
A. Cascade Retail Holdings Inc. Officers and Employees
1. Margaret "Meg" Thornberry
Title: Chief Executive Officer and Chairwoman of the Board of Directors
Affiliation: Cascade Retail Holdings Inc.
Address: c/o Cascade Retail Holdings Inc., 2200 Westlake Avenue North, Suite 3400, Seattle, Washington 98109
Subjects of discoverable Information: Ms. Thornberry is likely to have information relating to: Cascade's overall corporate strategy and the strategic rationale underlying the proposed acquisition of Pinnacle Market Group Inc.; deliberations of the Cascade Board of Directors regarding the evaluation, negotiation, and approval of the merger; the competitive landscape of e-commerce and online marketplace platforms in the United States; Cascade's business operations, growth strategy, market position, and long-term business objectives; the procompetitive justifications for the proposed transaction, including anticipated benefits to consumers, sellers, and competition; expected efficiencies and synergies resulting from the combination of Cascade and Pinnacle; communications with Cascade's financial advisor, Mercer Hollis & Co., regarding transaction strategy and valuation; communications with Cascade's transaction counsel, Harmon Ridgeway & Strauss LLP, regarding the structure and negotiation of the merger agreement (subject to attorney-client privilege and work-product protection); and Cascade's assessment of competitive conditions in online retail, including the entry and expansion of new competitors and the evolution of marketplace platforms.
2. David Ruan
Title: President and Chief Operating Officer
Affiliation: Cascade Retail Holdings Inc.
Address: c/o Cascade Retail Holdings Inc., 2200 Westlake Avenue North, Suite 3400, Seattle, Washington 98109
Subjects of discoverable Information: Mr. Ruan is likely to have information relating to: Cascade's operational strategy and day-to-day business management; integration planning for the proposed combination of Cascade and Pinnacle; Cascade's logistics and fulfillment network, including its 22-warehouse fulfillment infrastructure spanning multiple regions of the United States; competitive dynamics between Cascade and other marketplace and e-commerce platforms, including Vertex Commerce Inc., Nomad Shops LLC, and other competitors; the operations of CascadeMarket, Cascade's online marketplace platform for third-party sellers; operational efficiencies projected to result from the merger, including logistics and fulfillment cost savings anticipated from integrating Pinnacle's seller base into Cascade's existing fulfillment infrastructure; Cascade's brick-and-mortar retail operations, which currently include approximately 340 retail locations across 38 states; and the interplay between Cascade's physical retail presence and its online marketplace and e-commerce operations.
3. Sonia Alvarez-Kirk
Title: Chief Financial Officer
Affiliation: Cascade Retail Holdings Inc.
Address: c/o Cascade Retail Holdings Inc., 2200 Westlake Avenue North, Suite 3400, Seattle, Washington 98109
Subjects of discoverable Information: Ms. Alvarez-Kirk is likely to have information relating to: Cascade's financial condition, including its revenue and financial performance for fiscal years 2023 and 2024 (FY2024 total revenue of approximately $28.6 billion, with e-commerce and marketplace segment revenue of approximately $9.3 billion); the financing structure for the proposed acquisition, including approximately $1.9 billion in cash on hand and the committed debt financing arranged by Whitmore National Bank, N.A., consisting of a $2.8 billion senior secured term loan B facility and a $500 million revolving credit facility, pursuant to a commitment letter dated March 12, 2025 (Reference: CRH-WNB-2025-TLB); the aggregate merger consideration of approximately $4.7 billion, representing $26.85 per share of Pinnacle common stock; financial projections and synergy estimates prepared in connection with the proposed acquisition, including Cascade's projection of approximately $340 million in annual merger-specific efficiencies expected to be achieved by Year 3 post-closing; the financial terms of the merger agreement, including the reverse termination fee of $282 million payable by Cascade under certain circumstances and the company termination fee of $164.5 million payable by Pinnacle under certain circumstances; communications with Cascade's financial advisors at Mercer Hollis & Co. regarding valuation and transaction economics; and communications with Cascade's independent auditors at Aldrich & Warwick CPAs LLP regarding Cascade's financial statements and accounting matters related to the proposed transaction.
4. Jerome Weston
Title: General Counsel and Corporate Secretary
Affiliation: Cascade Retail Holdings Inc.
Address: c/o Cascade Retail Holdings Inc., 2200 Westlake Avenue North, Suite 3400, Seattle, Washington 98109
Subjects of discoverable Information: Mr. Weston is likely to have information relating to: the legal aspects of the Agreement and Plan of Merger executed on March 14, 2025; Cascade's premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, filed on April 2, 2025 (Transaction No. HSR-20250402-0347); the FTC's Second Request for Additional Information and Documentary Material issued on May 7, 2025 (File No. 251-0089), and Cascade's compliance therewith, including Cascade's certification of substantial compliance dated June 10, 2025; Cascade's regulatory strategy with respect to obtaining antitrust clearance for the proposed transaction; the engagement of outside counsel, including Harmon Ridgeway & Strauss LLP as transaction counsel and Calderwood & Harkness LLP as antitrust litigation counsel; the terms and conditions of the merger agreement, including the outside date of March 14, 2026, which is extendable to June 14, 2026 in the event that the sole remaining unsatisfied closing condition is the receipt of antitrust clearance; Cascade's SEC filings in connection with the proposed transaction, including the Form 8-K filed with the Securities and Exchange Commission on March 17, 2025 publicly announcing the merger agreement and the Definitive Proxy Statement (Schedule 14A) filed on April 28, 2025; and corporate governance matters relating to the proposed transaction.
Privilege Reservation: Cascade expressly reserves all objections regarding attorney-client privilege and work-product protection as to communications between Mr. Weston and Cascade's outside counsel, including Harmon Ridgeway & Strauss LLP and Calderwood & Harkness LLP, as well as communications with Pinnacle's counsel pursuant to the Joint Defense and Common Interest Agreement.
5. Patricia "Trish" Delacroix
Title: Senior Vice President, Marketplace & Platform Strategy
Affiliation: Cascade Retail Holdings Inc.
Address: c/o Cascade Retail Holdings Inc., 2200 Westlake Avenue North, Suite 3400, Seattle, Washington 98109
Subjects of discoverable Information: Ms. Delacroix is likely to have information relating to: the operations and performance of CascadeMarket, Cascade's online marketplace platform for third-party sellers, including gross merchandise volume ("GMV") of approximately $3.1 billion in FY2024, marketplace services revenue of approximately $527 million (reflecting a 17% take rate), and approximately 42,000 active third-party sellers as of January 31, 2025; the launch of CascadeMarket on June 1, 2019, and its growth trajectory since inception; the competitive positioning of CascadeMarket relative to Pinnacle Market Group, Vertex Commerce Inc., Nomad Shops LLC, and other online marketplace platforms; seller acquisition, seller retention, and seller multi-homing behavior across competing marketplace platforms; platform integration planning and anticipated technology synergies between CascadeMarket and Pinnacle's marketplace platform, estimated at approximately $145 million in projected annual savings; logistics and fulfillment integration planning, including the projected annual savings of approximately $195 million resulting from integrating Pinnacle's seller base into Cascade's 22-warehouse fulfillment network; the entry and expansion of new marketplace entrants, including Brevity Social Commerce Inc. and Trove Marketplace Inc., and their competitive significance; marketplace take rate trends, pricing of seller services, and the evolution of seller services offerings; and the overall competitive dynamics of the online marketplace platform industry.
6. Additional Cascade Marketplace Operations Personnel
Cascade identifies that additional employees in the Marketplace & Platform Strategy division, the E-Commerce Operations division, the Supply Chain & Fulfillment division, and the Corporate Development group of Cascade Retail Holdings Inc. may possess discoverable information relevant to Cascade's defenses in this proceeding. These individuals may have knowledge of marketplace operations, competitive conditions, seller relationships, fulfillment and logistics operations, and the development and evaluation of the proposed acquisition. Cascade will supplement this disclosure with specific names, titles, and subjects of information as its investigation continues, consistent with the requirements of Federal Rule of Civil Procedure 26(e).
B. Pinnacle Market Group Inc. Personnel (Co-Defendant)
Pinnacle Market Group Inc. is a co-defendant in this proceeding and is represented by separate counsel, Whitfield, Greer & Tanaka LLP, 100 Congress Avenue, Suite 2200, Austin, Texas 78701. Cascade identifies the following Pinnacle personnel as individuals who are likely to have discoverable information relevant to Cascade's defenses. Pinnacle may provide its own initial disclosures identifying additional individuals and providing further detail regarding the subjects of information possessed by Pinnacle personnel. Cascade's identification of these individuals is based on information reasonably available to Cascade and does not purport to be a complete listing of all Pinnacle personnel with relevant information.
7. Rajiv Chandravar
Title: Co-Founder and Chief Executive Officer
Affiliation: Pinnacle Market Group Inc.
Address: c/o Pinnacle Market Group Inc., 500 East 6th Street, Suite 800, Austin, Texas 78701
Subjects of discoverable Information: Mr. Chandrasekaran is likely to have information relating to: Pinnacle's competitive position within the online marketplace platform industry and its business trajectory; Pinnacle's decelerating growth, including the decline in year-over-year GMV growth from approximately 28% in 2022 to approximately 9% in 2024; increasing seller churn rates on Pinnacle's platform, rising from approximately 12% in 2022 to approximately 21% in 2024; Pinnacle's strategic rationale for entering into the merger agreement with Cascade, including the competitive challenges and financial pressures faced by Pinnacle as a standalone entity; the founding of Pinnacle in 2014 and its evolution as a marketplace platform; and Pinnacle's current and anticipated market position in the absence of the proposed transaction.
8. Lena Kowalski
Title: Co-Founder and Chief Product Officer
Affiliation: Pinnacle Market Group Inc.
Address: c/o Pinnacle Market Group Inc., 500 East 6th Street, Suite 800, Austin, Texas 78701
Subjects of discoverable Information: Ms. Kowalski is likely to have information relating to: Pinnacle's platform technology and product development efforts; competitive pressures on Pinnacle's platform from larger, better-resourced competitors and from emerging marketplace entrants; the seller experience on Pinnacle's platform, including platform features, tools, and services offered to third-party sellers; and innovation in marketplace platform services, including technology investments and product roadmap considerations.
9. Thomas Breck
Title: Chief Financial Officer
Affiliation: Pinnacle Market Group Inc.
Address: c/o Pinnacle Market Group Inc., 500 East 6th Street, Suite 800, Austin, Texas 78701
Subjects of discoverable Information: Mr. Breck is likely to have information relating to: Pinnacle's financial condition and performance, including FY2024 GMV of approximately $11.4 billion, net revenue of approximately $1.82 billion, a take rate of approximately 16%, and approximately 185,000 active sellers as of December 31, 2024; Pinnacle's initial public offering on the Nasdaq Stock Market on September 18, 2020 (Nasdaq ticker symbol: PMGI); Pinnacle's pre-announcement market capitalization of approximately $3.9 billion and unaffected share price of $22.30 as of March 7, 2025, the last trading day prior to public reports of the proposed transaction; the merger premium of approximately 20.4% over the unaffected share price; Pinnacle's financial deterioration and weakening competitive trajectory, including trends in revenue growth, profitability, and seller engagement metrics; Pinnacle's engagement of Ridgeline Capital Partners as its sell-side financial advisor and Kessler Fong Accounting Group LLP as its independent auditor; and Pinnacle's financial projections, capital requirements, and standalone financial outlook.
10. Anita Suresh
Title: General Counsel
Affiliation: Pinnacle Market Group Inc.
Address: c/o Pinnacle Market Group Inc., 500 East 6th Street, Suite 800, Austin, Texas 78701
Subjects of discoverable Information: Ms. Suresh is likely to have information relating to: the legal aspects of the merger agreement between Cascade and Pinnacle; Pinnacle's compliance with the Hart-Scott-Rodino Act premerger notification requirements, including Pinnacle's HSR filing and compliance with the FTC's Second Request; and regulatory matters relating to the proposed transaction. Cascade reserves all objections regarding Pinnacle's attorney-client privilege and work-product protection as to Ms. Suresh's communications with Pinnacle's outside counsel.
C. Third-Party Individuals
11. Graham Mercer IV
Title: Managing Director, M&A Advisory
Affiliation: Mercer Hollis & Co., 383 Madison Avenue, 14th Floor, New York, New York 10179
Subjects of discoverable Information: Mr. Mercer is likely to have information relating to: Mercer Hollis & Co.'s role as financial advisor to Cascade in connection with the proposed acquisition of Pinnacle; the fairness opinion delivered to the Cascade Board of Directors; the valuation analysis performed with respect to Pinnacle, including comparable company analyses, discounted cash flow analyses, and other financial analyses; and the competitive landscape assessment presented to the Cascade Board of Directors in connection with their evaluation and approval of the proposed transaction.
12. Yuki Tanabe
Title: Vice President, M&A Advisory
Affiliation: Mercer Hollis & Co., 383 Madison Avenue, 14th Floor, New York, New York 10179
Subjects of discoverable Information: Ms. Tanabe is likely to have information relating to: financial modeling and quantitative valuation work performed in support of the fairness opinion delivered to Cascade's Board of Directors; industry analysis and competitive benchmarking provided to Cascade in connection with the proposed acquisition; and the preparation of financial presentations and analyses regarding the proposed transaction.
13. Nadine Vasquez
Title: Managing Director
Affiliation: Ridgeline Capital Partners, 101 Montgomery Street, Suite 1400, San Francisco, California 94104
Subjects of discoverable Information: Ms. Vasquez is likely to have information relating to: Ridgeline Capital Partners' role as sell-side financial advisor to Pinnacle in connection with the proposed acquisition; the market check process conducted by Pinnacle, including analysis of alternative potential purchasers and strategic alternatives considered by Pinnacle's Board of Directors; and the valuation of Pinnacle in connection with the merger.
14. Brian Alderman
Title: Managing Director, Leveraged Finance
Affiliation: Whitmore National Bank, N.A., 301 South Tryon Street, Charlotte, North Carolina 28202
Subjects of discoverable Information: Mr. Alderman is likely to have information relating to: the committed debt financing for the proposed acquisition, including the terms and conditions of the $2.8 billion senior secured term loan B facility and the $500 million revolving credit facility; the credit analysis performed by Whitmore National Bank, N.A. with respect to the combined Cascade-Pinnacle entity; the commitment letter dated March 12, 2025; and the financial terms and covenants of the proposed financing facilities.
15. Phillip Strauss
Title: Lead M&A Partner
Affiliation: Harmon Ridgeway & Strauss LLP, 590 Madison Avenue, 30th Floor, New York, New York 10022
Subjects of discoverable Information: Mr. Strauss is likely to have information relating to: the negotiation and drafting of the Agreement and Plan of Merger; the structure of the proposed transaction, which is structured as a reverse triangular merger with CRH Merger Sub Inc. (EIN: 91-2098433), a wholly owned subsidiary of Cascade, merging with and into Pinnacle; the terms and conditions of the merger agreement, including representations, warranties, covenants, closing conditions, and termination provisions; and the overall transaction timeline and regulatory approval strategy.
Privilege Reservation: Cascade expressly reserves all claims of attorney-client privilege and work-product protection with respect to communications between Mr. Strauss and Cascade, Cascade's officers, directors, and employees, and Cascade's in-house counsel. Mr. Strauss's information is identified subject to those reservations.
16. Dr. Priya Ramanathan
Title: Managing Director and Testifying Expert
Affiliation: Brindoval Analytics LLC, 1700 Pennsylvania Avenue NW, Suite 550, Washington, D.C. 20006
Subjects of discoverable Information: Dr. Ramanathan is likely to have information relating to: economic analysis of relevant market definition in the online marketplace platform industry; competitive effects analysis with respect to the proposed merger; the analysis and quantification of merger-specific efficiencies; market concentration analysis, including an assessment and critique of the FTC's Herfindahl-Hirschman Index ("HHI") calculations (which, as alleged in the FTC's Complaint, show a pre-merger HHI of 2,361, a post-merger HHI of 2,856, and a delta of 495); the appropriate methodology for analyzing competitive effects in multi-sided platform markets; the significance of new entry and expansion by emerging marketplace platforms; and seller multi-homing patterns and their implications for market definition and competitive effects. Dr. Ramanathan's expert report will be filed separately pursuant to the Court's scheduling order and applicable provisions of Federal Rule of Civil Procedure 26(a)(2).
17. Dr. Lucas Engström
Title: Senior Economist
Affiliation: Brindoval Analytics LLC, 1700 Pennsylvania Avenue NW, Suite 550, Washington, D.C. 20006
Subjects of discoverable Information: Dr. Engström is likely to have information relating to: supporting economic analysis, econometric modeling, and data analysis underlying the expert opinions of Dr. Priya Ramanathan. Dr. Engström has been retained as a consulting expert in this matter, and Cascade reserves all objections regarding work-product protection and the protections afforded to consulting expert materials under Federal Rule of Civil Procedure 26(b)(4)(D).
D. FTC Personnel
Cascade identifies the following FTC personnel as individuals who are likely to have discoverable information relevant to this proceeding. Cascade's identification of these individuals is subject to the understanding that certain information in the possession of FTC personnel may be protected by the deliberative process privilege, the law enforcement investigatory privilege, or other applicable governmental privileges and immunities.
18. Claire Dunmore
Title: Lead Trial Attorney, Bureau of Competition, Mergers IV Division
Affiliation: Federal Trade Commission, 600 Pennsylvania Avenue NW, Washington, D.C. 20580
Subjects of discoverable Information: Ms. Dunmore is likely to have information relating to: the FTC's investigation of the proposed acquisition of Pinnacle by Cascade; the factual and analytical basis for the FTC's proposed relevant market definition of "online marketplace platform services for third-party sellers in the United States"; the FTC's market share calculations, including the FTC's allegation that Cascade holds approximately 8.2% market share, Pinnacle holds approximately 30.1% market share, the combined entity would hold approximately 38.3% market share, Vertex Commerce Inc. holds approximately 35.7% market share, Nomad Shops LLC holds approximately 14.6% market share, and all other competitors hold approximately 11.4% market share; communications between the FTC and third-party complainants regarding the proposed transaction; and the Commission's vote (3-2) to authorize the filing of the administrative complaint and the federal court action for a preliminary injunction.
19. Samuel Ortega
Title: Senior Trial Counsel
Affiliation: Federal Trade Commission, 600 Pennsylvania Avenue NW, Washington, D.C. 20580
Subjects of discoverable Information: Mr. Ortega is likely to have information relating to: the FTC's investigation of the proposed transaction and competitive effects analysis; the FTC's assessment and rebuttal of merger-specific efficiencies claimed by the merging parties; and the factual basis for the FTC's competitive effects theories.
20. Rebecca Yun
Title: Staff Attorney
Affiliation: Federal Trade Commission, 600 Pennsylvania Avenue NW, Washington, D.C. 20580
Subjects of discoverable Information: Ms. Yun is likely to have information relating to: the FTC's document review process during the investigation of the proposed transaction; investigative support provided in connection with the FTC's review; and the organization and analysis of documents and information obtained during the investigation.
21. Dr. Nathaniel Hargrove
Title: Bureau of Economics Staff Economist
Affiliation: Federal Trade Commission, 600 Pennsylvania Avenue NW, Washington, D.C. 20580
Subjects of discoverable Information: Dr. Hargrove is likely to have information relating to: the economic analysis performed by the FTC's Bureau of Economics in support of the FTC's proposed market definition and competitive effects theories; the staff economic recommendations presented to the Commission in connection with the Commission's vote to authorize the complaint; and the economic methodology employed by the FTC in evaluating the competitive implications of the proposed transaction.
22. Dr. Wallace Keenan
Title: Testifying Expert for the FTC
Affiliation: Thornfield Research Group, 1515 Wilson Boulevard, Suite 300, Arlington, Virginia 22209
Subjects of discoverable Information: Dr. Keenan is likely to have information relating to: expert economic analysis on relevant market definition, including SSNIP (Small but Significant Non-transitory Increase in Price) analysis and related economic tests; HHI calculations and market concentration analysis; competitive effects of the proposed merger on online marketplace platform services for third-party sellers; and any other economic opinions offered on behalf of the FTC. Dr. Keenan's expert report is expected to be produced pursuant to the Court's scheduling order and the requirements of Federal Rule of Civil Procedure 26(a)(2).
E. Other Third Parties
23. Martina Galloway
Title: Lead Partner
Affiliation: Galloway & Peck LLP, 60 East 42nd Street, Suite 2600, New York, New York 10165
Subjects of discoverable Information: Ms. Galloway, in her capacity as counsel to the Independent Online Sellers Alliance ("IOSA"), is likely to have information relating to, to the extent not protected by attorney-client privilege or other applicable privilege: the factual basis for IOSA's motion to intervene in this proceeding; the identities and experiences of IOSA member sellers who operate on online marketplace platforms; and seller complaints and concerns regarding marketplace platform competition and the proposed transaction.
Additional Third-Party Individuals: Cascade may identify additional individuals at the following entities who are likely to have discoverable information relevant to this proceeding, and reserves the right to supplement these disclosures as discovery progresses, consistent with Federal Rule of Civil Procedure 26(e):
• Vertex Commerce Inc., 2100 North First Street, San Jose, California 95131 (the largest online marketplace platform competitor, with approximately 35.7% market share according to the FTC's calculations);
• Nomad Shops LLC, 45 Main Street, Suite 700, Brooklyn, New York 11201 (a significant marketplace platform competitor, with approximately 14.6% market share according to the FTC's calculations);
• Brevity Social Commerce Inc., Los Angeles, California (an emerging marketplace platform entrant with growing market presence);
• Trove Marketplace Inc., Chicago, Illinois (an emerging marketplace platform entrant); and
• Independent Online Sellers Alliance ("IOSA"), 1025 Vermont Avenue NW, Suite 600, Washington, D.C. 20005 (a trade association representing online marketplace sellers that has filed a motion to intervene in this proceeding).
II. DOCUMENTS, ELECTRONICALLY STORED INFORMATION, AND TANGIBLE THINGS — RULE 26(a)(1)(A)(ii)
Pursuant to Federal Rule of Civil Procedure 26(a)(1)(A)(ii), Cascade identifies the following categories of documents, electronically stored information ("ESI"), and tangible things in its possession, custody, or control that Cascade may use to support its claims or defenses in this proceeding. These disclosures are subject to all objections, including but not limited to objections based on attorney-client privilege, work-product protection, common interest privilege, and any other applicable privilege or protection. Cascade will produce a privilege log identifying documents withheld or redacted on the basis of privilege in accordance with Federal Rule of Civil Procedure 26(b)(5) and any applicable orders of the Court. Cascade's identification of the following categories of documents does not constitute a waiver of any objection and does not represent an admission that any particular document or category of documents is relevant to or admissible in this proceeding.
A. Corporate and Governance Documents
1. Minutes of meetings of the Board of Directors of Cascade Retail Holdings Inc. and any committees thereof, including any special committee formed in connection with the proposed acquisition of Pinnacle Market Group Inc., to the extent relating to the evaluation, negotiation, and approval of the proposed acquisition (2024–2025).
2. Board presentations, memoranda, and materials prepared for or distributed to the Board of Directors or any committee thereof in connection with the proposed acquisition of Pinnacle, including strategic rationale presentations, management presentations, and financial advisor presentations.
3. Board resolutions authorizing the execution and delivery of the Agreement and Plan of Merger, the commitment for debt financing, and related transaction documents and agreements.
4. Special committee materials, if any, relating to the evaluation and approval of the proposed transaction, including any independent financial or legal analyses prepared for such committee.
B. Merger Agreement and Transaction Documents
1. The Agreement and Plan of Merger, dated as of March 14, 2025, by and among Cascade Retail Holdings Inc., CRH Merger Sub Inc. (EIN: 91-2098433), and Pinnacle Market Group Inc., together with all exhibits, annexes, and schedules thereto.
2. The disclosure schedules delivered by each of Cascade and Pinnacle pursuant to the merger agreement, to the extent not subject to confidentiality restrictions that would preclude disclosure in this proceeding.
3. The commitment letter from Whitmore National Bank, N.A., dated March 12, 2025 (Reference: CRH-WNB-2025-TLB), including the term sheets for the $2.8 billion senior secured term loan B facility and the $500 million revolving credit facility, together with any fee letters, engagement letters, and amendments or supplements thereto.
4. The fairness opinion delivered by Mercer Hollis & Co. to the Board of Directors of Cascade Retail Holdings Inc. in connection with the proposed acquisition, together with any supporting financial analyses, presentations, and materials provided to the Board.
5. Engagement letters between Cascade and its financial advisor, Mercer Hollis & Co.; between Cascade and its transaction counsel, Harmon Ridgeway & Strauss LLP; and, to the extent in Cascade's possession, custody, or control, the engagement letter between Pinnacle and its sell-side financial advisor, Ridgeline Capital Partners. These materials are identified subject to Cascade's reservation of attorney-client privilege and work-product protection as applicable.
C. SEC Filings
1. Form 8-K filed by Cascade Retail Holdings Inc. with the Securities and Exchange Commission on March 17, 2025, publicly announcing the execution of the Agreement and Plan of Merger, together with all exhibits thereto.
2. Definitive Proxy Statement (Schedule 14A) filed by Cascade Retail Holdings Inc. (or, to the extent applicable, by Pinnacle Market Group Inc.) with the Securities and Exchange Commission on April 28, 2025, in connection with the solicitation of shareholder approval of the proposed transaction, together with all exhibits, supplements, and amendments thereto.
3. Cascade Retail Holdings Inc.'s Annual Reports on Form 10-K for fiscal years ending January 31, 2024 (FY2023) and January 31, 2025 (FY2024), including all financial statements and exhibits thereto.
4. Cascade Retail Holdings Inc.'s Quarterly Reports on Form 10-Q for fiscal years 2023 and 2024, including all financial statements and exhibits thereto.
5. Pinnacle Market Group Inc.'s Annual Reports on Form 10-K for fiscal years ending December 31, 2023 (FY2023) and December 31, 2024 (FY2024), to the extent in Cascade's possession, custody, or control, including all financial statements and exhibits thereto.
6. Pinnacle Market Group Inc.'s Quarterly Reports on Form 10-Q for fiscal years 2023 and 2024, to the extent in Cascade's possession, custody, or control.
D. HSR and Regulatory Documents
1. The Hart-Scott-Rodino Act Notification and Report Form filed by Cascade Retail Holdings Inc. on April 2, 2025 (Transaction No. HSR-20250402-0347), together with all attachments, exhibits, and supplements thereto.
2. The FTC's Second Request for Additional Information and Documentary Material (File No. 251-0089), issued on May 7, 2025, and received by Cascade.
3. Documents produced by Cascade to the FTC in response to the Second Request, subject to all applicable confidentiality protections, protective orders, and restrictions on the use and disclosure of such materials.
4. Cascade's certification of substantial compliance with the Second Request, dated June 10, 2025, together with any supporting documentation.
5. Correspondence between Cascade (including its outside counsel) and the FTC's Bureau of Competition during the pre-complaint investigation, including timing agreements, pull list negotiations, and other procedural communications, to the extent not protected by attorney-client privilege or work-product protection.
E. Business and Competitive Strategy Documents
1. CascadeMarket strategic plans, business plans, and competitive assessments from the platform's launch on June 1, 2019 through the present, including annual and multi-year strategic planning documents and presentations to senior management.
2. Market studies, industry reports, and competitive analyses relating to online marketplace platforms and e-commerce, whether prepared internally by Cascade or by third-party consultants, research firms, or industry analysts, and in Cascade's possession, custody, or control.
3. Internal analyses, memoranda, presentations, and reports assessing the competitive positions, strategies, and market activities of competitors, including Vertex Commerce Inc., Nomad Shops LLC, Pinnacle Market Group Inc., Brevity Social Commerce Inc., Trove Marketplace Inc., and other marketplace and e-commerce platforms.
4. Seller acquisition and retention data, including analyses of seller churn rates, seller onboarding metrics, and seller satisfaction surveys conducted on CascadeMarket.
5. Take rate analyses, pricing strategies, and seller fee structures for CascadeMarket, including any analyses of competitive pricing dynamics across marketplace platforms.
F. Financial Data and Performance Documents
1. Cascade Retail Holdings Inc.'s audited consolidated financial statements for FY2023 and FY2024, as audited by Aldrich & Warwick CPAs LLP, together with the independent auditor's reports thereon.
2. CascadeMarket segment financial data, including detailed GMV data, revenue data, take rate calculations, seller fee revenue, and other financial metrics for the marketplace platform segment.
3. Integration planning documents and efficiency analyses prepared in connection with the proposed acquisition, including documents supporting the projection of approximately $340 million in annual merger-specific efficiencies by Year 3 post-closing, consisting of approximately $195 million in logistics and fulfillment cost savings and approximately $145 million in technology and platform synergies.
4. Financial models, projections, and pro forma analyses prepared by Cascade, its management, or its financial advisors in connection with the evaluation and negotiation of the proposed acquisition, including standalone and combined entity projections.
G. Platform and Operational Data
1. CascadeMarket platform data, including but not limited to: seller counts (approximately 42,000 active third-party sellers as of January 31, 2025); transaction volumes; GMV data (approximately $3.1 billion in FY2024); marketplace services revenue (approximately $527 million in FY2024); and other platform performance metrics tracked by Cascade.
2. Fulfillment and logistics network data, including information regarding the operations, capacity, and geographic distribution of Cascade's 22-warehouse fulfillment infrastructure and its utilization in support of CascadeMarket sellers.
3. Seller communications, including correspondence and notifications to and from third-party sellers on CascadeMarket relating to platform terms, fees, services, and seller experience.
4. Seller survey data, including any internal or third-party surveys of sellers regarding their experiences on CascadeMarket and other marketplace platforms.
5. Data regarding seller multi-homing across competing marketplace platforms, including analyses of the extent to which CascadeMarket sellers simultaneously sell on Pinnacle, Vertex Commerce, Nomad Shops, and other platforms.
H. Communications.
1. Internal Cascade communications, including emails, memoranda, instant messages, presentations, and other documents relating to the proposed acquisition of Pinnacle, Cascade's competitive strategy, CascadeMarket operations, and marketplace platform competition, to the extent responsive and not subject to privilege.
2. Communications between Cascade and Pinnacle regarding the proposed transaction, including negotiation-related communications, integration planning discussions, and post-signing coordination, to the extent not subject to the Joint Defense and Common Interest Agreement dated July 1, 2025 between Cascade and Pinnacle, or otherwise protected by attorney-client privilege, work-product protection, or common interest privilege.
3. Communications between Cascade and third parties, including financial advisors, lenders, and consultants, relating to the proposed transaction, to the extent in Cascade's possession, custody, or control and not subject to privilege.
Privilege Note: Cascade withholds privileged and work-product protected documents and communications as identified on Cascade's privilege log, which will be produced separately in accordance with Federal Rule of Civil Procedure 26(b)(5)(A) and any applicable orders of the Court regarding the format and timing of privilege log production.
III. COMPUTATION OF DAMAGES — RULE 26(a)(1)(A)(iii)
Pursuant to Federal Rule of Civil Procedure 26(a)(1)(A)(iii), Cascade states as follows:
This is an action brought by the Federal Trade Commission seeking a preliminary injunction under Section 13(b) of the Federal Trade Commission Act, 15 U.S.C. § 53(b), to enjoin the proposed acquisition of Pinnacle Market Group Inc. by Cascade Retail Holdings Inc. pending the resolution of the FTC's administrative proceeding, FTC Administrative Docket No. 9438. Cascade is a defendant in this action and does not assert affirmative claims for monetary damages against the Plaintiff or any other party in this proceeding.
Accordingly, no computation of damages is applicable to Cascade's defenses in this action, and Cascade does not identify documents bearing on the nature or extent of injuries or the computation of damages, as none are relevant to Cascade's position as a defendant in this preliminary injunction proceeding.
Cascade expressly reserves all rights to assert any counterclaims, seek any damages, or pursue any other legal or equitable relief as may be appropriate at any time during this proceeding or in any related proceeding.
IV. INSURANCE AGREEMENTS — RULE 26(a)(1)(A)(iv)
Pursuant to Federal Rule of Civil Procedure 26(a)(1)(A)(iv), Cascade identifies the following insurance agreements that may be relevant to satisfy all or part of a possible judgment in this action or to indemnify or reimburse for payments made to satisfy a judgment:
1. Directors and Officers Liability Insurance: Cascade Retail Holdings Inc. maintains a directors and officers ("D&O") liability insurance program consisting of primary and excess coverage layers. The D&O insurance program provides coverage for claims brought against Cascade's directors and officers in their capacities as such, including in connection with regulatory proceedings, governmental investigations, and related litigation. The D&O program may provide defense cost coverage for certain individual defendants in this proceeding. Copies of relevant policy declarations pages and summaries of material terms are available upon reasonable request, subject to any applicable confidentiality provisions.
2. General Commercial Liability Insurance: Cascade maintains general commercial liability insurance policies in the ordinary course of its business operations. Such policies are not expected to provide coverage for the claims asserted in this proceeding but are identified for completeness.
Cascade states that, to its knowledge, no insurance agreement provides for indemnification of any judgment or settlement in this preliminary injunction proceeding, as this is a federal government enforcement action brought by the Federal Trade Commission and the relief sought is injunctive in nature rather than monetary. However, as noted above, Cascade's D&O policies may provide defense cost coverage for certain individual defendants or officers.
Cascade reserves the right to supplement this disclosure as additional insurance information is identified or as additional policies are determined to be potentially relevant to this proceeding.
V. RESERVATION OF RIGHTS AND GENERAL QUALIFICATIONS
Cascade makes the following reservations of rights and general qualifications with respect to these Initial Disclosures:
1. Supplementation. Cascade reserves the right to supplement and amend these Initial Disclosures as required by Federal Rule of Civil Procedure 26(e) and any orders of this Court, and as additional information becomes available through the course of discovery, further investigation, or otherwise. These disclosures reflect Cascade's current understanding of the facts and circumstances of this matter, and Cascade's investigation is ongoing.
2. No Waiver of Objections. These disclosures are made without prejudice to Cascade's right to assert any and all objections to the scope, relevance, proportionality, or burden of discovery requests, whether in response to interrogatories, requests for production, requests for admission, or deposition notices. The provision of these disclosures does not constitute a waiver of any objection that Cascade may assert in response to any specific discovery request.
3. Preservation of Privilege. Cascade does not waive and expressly preserves all claims of attorney-client privilege, work-product protection (including under the common interest doctrine), common interest privilege, and any other applicable privilege, immunity, or protection. In particular, Cascade preserves its rights under the Joint Defense and Common Interest Agreement dated July 1, 2025, between Cascade Retail Holdings Inc. and Pinnacle Market Group Inc., which governs the sharing of confidential and privileged information between the co-defendants and their respective counsel in connection with this proceeding and the related FTC administrative proceeding.
4. No Admission. The identification of any individual, document, category of documents, or subject of information in these disclosures does not constitute an admission by Cascade as to the relevance, materiality, or admissibility of any information, document, or testimony. Cascade expressly reserves the right to object to the introduction of any evidence at trial or in any other proceeding in this matter.
5. Reasonable Inquiry. These disclosures are made based on information reasonably available to Cascade as of the date of service and reflect a reasonable inquiry under the circumstances, consistent with the requirements of Federal Rule of Civil Procedure 26(g). Cascade has not yet had the benefit of discovery in this matter, and these disclosures are necessarily based on Cascade's current state of knowledge.
6. Protective Order. Cascade anticipates that a protective order will be entered in this proceeding governing the treatment of confidential business information. To the extent that any documents or information identified in these disclosures contain or reflect confidential business information of Cascade, Pinnacle, or any third party, the production and use of such documents and information shall be subject to the terms of any protective order entered by the Court.
RESPECTFULLY SUBMITTED
CALDERWOOD & HARKNESS LLP
By: ________
Elliot Nguyen (D.C. Bar No. 1087456) (Pro Hac Vice) Howard Bellamy (D.C. Bar No. 1023891) (Pro Hac Vice) 1401 K Street NW, Suite 1200 Washington, D.C. 20005 Telephone: (202) 555-7800 Facsimile: (202) 555-7801
Email: elliot.nguyen@calderwoodharkness.com
Email: howard.bellamy@calderwoodharkness.com
Counsel for Defendant Cascade Retail Holdings Inc.
Local Counsel:
CALDERWOOD & HARKNESS LLP (Seattle Office)
By: ________
Katherine M. Lindgren (WSBA No. 48721) 901 Fifth Avenue, Suite 4100 Seattle, Washington 98164 Telephone: (206) 555-3200 Facsimile: (206) 555-3201
Email: katherine.lindgren@calderwoodharkness.com
Local Counsel for Defendant Cascade Retail Holdings Inc.
CERTIFICATE OF SERVICE
I hereby certify that on this date, a true and correct copy of Defendant Cascade Retail Holdings Inc.'s Initial Disclosures Pursuant to Federal Rule of Civil Procedure 26(a)(1) was served via electronic mail upon all counsel of record in this action, as follows:
Claire Dunmore, Lead Trial Attorney Samuel Ortega, Senior Trial Counsel Rebecca Yun, Staff Attorney Bureau of Competition, Mergers IV Division Federal Trade Commission 600 Pennsylvania Avenue NW Washington, D.C. 20580
Email: cdunmore@ftc.gov; sortega@ftc.gov; ryun@ftc.gov
Counsel for Plaintiff Federal Trade Commission
Diana Whitfield Kenneth Oshiro Whitfield, Greer & Tanaka LLP 100 Congress Avenue, Suite 2200 Austin, Texas 78701
Email: dwhitfield@wgtlaw.com; koshiro@wgtlaw.com
Counsel for Defendant Pinnacle Market Group Inc.
Martina Galloway Galloway & Peck LLP 60 East 42nd Street, Suite 2600 New York, New York 10165
Email: mgalloway@gallowaypeck.com
Counsel for the Independent Online Sellers Alliance (to the extent IOSA's motion to intervene is granted or pending)
Dated: ____
By: ________
Elliot Nguyen Calderwood & Harkness LLP Counsel for Defendant Cascade Retail Holdings Inc.
FEDERAL TRADE COMMISSION, | Case No. 2:25-cv-01087-RAJ
Plaintiff,
DEFENDANT CASCADE RETAIL
v. | HOLDINGS INC.'S INITIAL
DISCLOSURES PURSUANT TO
CASCADE RETAIL HOLDINGS INC. and | FEDERAL RULE OF CIVIL
PINNACLE MARKET GROUP INC., | PROCEDURE 26(a)(1)
Defendants.

UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON SEATTLE DIVISION

V. RESERVATION OF RIGHTS AND GENERAL QUALIFICATIONS

RESPECTFULLY SUBMITTED

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

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