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Calderwood & Harkness LLP M&A / Corporate 12 docs · open →

Document types detected

Contract / agreement9

Analysis / memo2

Engagement letter1

Parties across the matter

Among MERIDIAN CONSUMER BRANDS LLCBILL OF SABuckeye Industrial Realty Partners LLCCapital Partners Fund IV LPCapitol Registered Agents IncFederal Deposit Insurance CorpHARKNESS LLPHargrove Capital Partners LPHarkness LLPIN THIS BILL OF SAKeene LLPMERIDIAN CONSUMER BRANDS LLCMeridian Consumer Brands LLCOF MERIDIAN CONSUMER BRANDS LLC

Chronology

2026-12-16 · closing-checklist.xlsx

… 00 Purchase Price). Escrow term: 18 months from Closing (release date December 16, 2026). Pinnacle Trust, 385 Madison Avenue, New York, NY 10179. 4 | A. Transaction Agreements — …

2026-12-16 · purchase-price-allocation-memo.docx

… t Closing Date of June 16, 2025, the estimated escrow release date is December 16, 2026, subject to the terms and conditions of the Escrow Agreement (including any open or pendi …

2026-12-16 · escrow-agreement.docx

… ing a Closing Date of June 16, 2025, the Escrow Release Date shall be December 16, 2026. If the Escrow Release Date falls on a day that is not a Business Day, the Escrow Release …

2025-09-14 · closing-checklist.xlsx

… PC); Redfield Samuels LLP | Within 90 calendar days after Closing (by September 14, 2025) | Section [2.X] | Not Started | Final determination of Closing NWC. Adjustment payable i …

2025-08-15 · closing-checklist.xlsx

… ng deliverables due; wire transfers of $36M (Seller) and $4M (escrow) August 15, 2025 | Outside Date (Drop-Dead / Long-Stop Date) | Seller / Buyer | Not Started | If closing h …

2025-08-15 · asset-purchase-agreement-v1.docx

… t entered by or with any Governmental Authority. "Outside Date" means August 15, 2025. "Permitted Encumbrances" means (a) statutory liens for current Taxes, assessments, or ot …

2025-06-16 · closing-checklist.xlsx

2025-06-16 · legal-opinion-letter.docx

… k, New York 10006 Telephone: (212) 455-7200 Facsimile: (212) 455-7201 June 16, 2025 Lakebridge Home & Personal Care, Inc. 7100 Rockside Road, Suite 400 Independence, Ohio 44 …

2025-06-16 · seller-officer-certificate.docx

… ursuant to Section 8.2(d) of the Asset Purchase Agreement Dated as of June 16, 2025 June 16, 2025 Lakebridge Home & Personal Care, Inc. 7100 Rockside Road, Suite 400 Indepen …

2025-06-16 · purchase-price-allocation-memo.docx

… able year in which the Closing Date falls. The target Closing Date is June 16, 2025. Accordingly, this memorandum sets forth the proposed Allocation for discussion with Buye …

2025-06-16 · engagement-letter-mcb.docx

… f this engagement (March 17, 2025) through the targeted closing date (June 16, 2025) and any post-closing purchase price adjustment period, C&H estimates that total professi …

2025-06-16 · escrow-agreement.docx

… ESCROW AGREEMENT Dated as of June 16, 2025 Among MERIDIAN CONSUMER BRANDS LLC, as Depositor, LAKEBRIDGE HOME & PERSONAL CARE, INC., …

2025-06-16 · ip-assignment-agreement.docx

… ution at Closing pursuant to the Asset Purchase Agreement dated as of June 16, 2025 Meridian Consumer Brands LLC (Assignor) and Lakebridge Home & Personal Care, Inc. (Assign …

2025-06-16 · transition-services-agreement.docx

… meaning ascribed to such term in the APA. The target Closing Date is June 16, 2025. "Confidential Information" has the meaning set forth in Section 7.1. "Cost-Plus 5%" mean …

2025-06-12 · legal-opinion-letter.docx

… by the Secretary of State of the State of Delaware, dated on or about June 12, 2025 (the "Good Standing Certificate"); 10. The written resolutions of the members and manage …

2025-06-09 · seller-officer-certificate.docx

… uyer, effective as of the Closing Date, which consent was obtained on June 9, 2025, and a copy of which is attached to the Lease Assignment and Assumption Agreement deliver …

2025-05-16 · closing-checklist.xlsx

… by Seller and Buyer (Draft v1.0 dated April 7, 2025; target execution May 16, 2025) | Seller / Buyer | Gerald Fontenot (MCB); Philip Kowalski (LHPC); James Prentice (C&H); …

2025-05-16 · legal-opinion-letter.docx

… rsuant to Section 7.2(e) of the Asset Purchase Agreement, dated as of May 16, 2025 (the "APA"), by and between Meridian Consumer Brands LLC, a Delaware limited liability co …

2025-05-16 · seller-officer-certificate.docx

… Section 8.2(d) of that certain Asset Purchase Agreement, dated as of May 16, 2025 (as the same may have been amended, supplemented, or otherwise modified from time to time …

2025-05-16 · seller-disclosure-schedules.docx

… LLER DISCLOSURE SCHEDULES to the ASSET PURCHASE AGREEMENT dated as of May 16, 2025 by and between MERIDIAN CONSUMER BRANDS LLC, a Delaware limited liability company ("Selle …

2025-05-14 · seller-officer-certificate.docx

… Brands LLC, duly adopted by unanimous written consent effective as of May 14, 2025, authorizing the execution, delivery, and performance by Seller of the Agreement and each …

2025-05-09 · closing-checklist.xlsx

… line Advisors LLC); Great Northern Mutual Insurance Company | Target: May 9, 2025 / At or prior to Closing | Section [8.X] / [9.X] | Not Started | Buy-side representations …

2025-05-09 · seller-disclosure-schedules.docx

… tituting a quorum. (b) At a duly noticed meeting of the Board held on May 9, 2025, the Board adopted a supplemental resolution (the "Authorization Resolution") specificall …

2025-05-04 · closing-checklist.xlsx

2025-05-02 · seller-disclosure-schedules.docx

… cate of Good Standing issued by the Delaware Secretary of State dated May 2, 2025. Seller is duly qualified to do business as a foreign limited liability company and is in …

2025-05-01 · seller-disclosure-schedules.docx

… bmitted to each of the foregoing counterparties on April 28, 2025 and May 1, 2025, respectively. As of the date hereof, none of the requested consents have been received. …

2025-04-28 · seller-disclosure-schedules.docx

… est letters were submitted to each of the foregoing counterparties on April 28, 2025 and May 1, 2025, respectively. As of the date hereof, none of the requested consents have …

2025-04-25 · closing-checklist.xlsx

2025-04-22 · seller-disclosure-schedules.docx

… est letter was submitted to Buckeye Industrial Realty Partners LLC on April 22, 2025. As of the date hereof, landlord consent has not been received, and Seller is actively wo …

2025-04-07 · closing-checklist.xlsx

… ase Agreement (APA) — execution by Seller and Buyer (Draft v1.0 dated April 7, 2025; target execution May 16, 2025) | Seller / Buyer | Gerald Fontenot (MCB); Philip Kowalski …

2025-04-07 · purchase-price-allocation-memo.docx

… & Retail, Hargrove Capital Partners LP (Board Observer at MCB) DATE: April 7, 2025 RE: Purchase Price Allocation Under IRC § 1060 — Carve-Out Divestiture of PureGlow Person …

2025-04-07 · deal-summary-memorandum.docx

… arren Gladstone, Lead Partner; Monica Ferreira, Senior Associate), on April 7, 2025, the date of this memorandum. The APA reflects the terms negotiated between the parties a …

2025-04-07 · asset-purchase-agreement-v1.docx

… IAL — DRAFT — SUBJECT TO CHANGE ASSET PURCHASE AGREEMENT Draft v1.0 — April 7, 2025 Prepared by: Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, NY 10006 O …

2025-04-07 · seller-disclosure-schedules.docx

… rk, New York 10006 Counsel to Seller Reference: APA Draft v1.0, dated April 7, 2025 (as subsequently negotiated) C&H Matter Number: 1011-00006 CONFIDENTIAL TREATMENT REQUEST …

2025-04-07 · transition-services-agreement.docx

… DRAFT — SUBJECT TO REVIEW AND COMMENT April 7, 2025 Prepared by: Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, NY 10006 J …

2025-03-31 · seller-disclosure-schedules.docx

… he date hereof. For the first quarter of 2025 (the three months ended March 31, 2025), PureGlow revenue was approximately $13,100,000, compared to approximately $15,200,000 f …

2025-03-17 · closing-checklist.xlsx

2025-03-17 · engagement-letter-mcb.docx

… : (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com March 17, 2025 VIA HAND DELIVERY AND EMAIL Gerald Fontenot, Esq. General Counsel & Corporate Secretary M …

2025-03-10 · closing-checklist.xlsx

2025-03-10 · seller-disclosure-schedules.docx

… yer in the Thackeray Solutions virtual data room (initially opened on March 10, 2025, Project "Clarity"): (a) Unaudited Carve-Out Income Statement — PureGlow Product Line, Fi …