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Cascade Retail Holdings M&A / Corporate 12 docs · open →

Document types detected

Contract / agreement9

Analysis / memo1

Other1

Engagement letter1

Parties across the matter

Archer Whitfield LLPBILL OF SACascade Retail Holdings IncCounsel Cascade Retail Holdings IncFederal Deposit Insurance CorpHARKNESS LLPHarkness LLPInternet CorpKestrel Services IncMeridian Commerce Solutions IncNasdaq Stock Market LLCPacific Provisions Group IncPelvoran Financial Services LLCPinnacle Ridge Lending LLC

Chronology

2027-01-18 · closing-checklist.xlsx

… rchase price); escrow held 18 months post-closing (estimated release: January 18, 2027); escrow officer: Diana Sorensen | Calderwood & Harkness LLP / Holloway Breck & Associate …

2027-01-18 · asset-purchase-agreement-evergreen.docx

… that is eighteen (18) months after the Closing Date (estimated to be January 18, 2027). "Estimated Closing Statement" has the meaning set forth in Section 2.6(a). "Estimated N …

2027-01-18 · escrow-agreement.docx

… e (which, assuming a Closing Date of July 18, 2025, is expected to be January 18, 2027), unless extended with respect to Pending Claims as provided in Section 4.3 and Section 4 …

2026-07-18 · closing-checklist.xlsx

… accounting support to Ridgeline; base term 12 months (est. expiration July 18, 2026); two optional 3-month extensions at buyer's election (max 18 months, est. January 18, 20 …

2026-07-18 · transition-services-agreement.docx

… ng Date (estimated commencement: July 18, 2025; estimated expiration: July 18, 2026). "Provider" means Cascade Retail Holdings Inc., a Delaware corporation. "Provider Person …

2025-09-15 · deal-structure-tax-memorandum.docx

… ximately thirty-five (35) days post-signing), with an outside date of September 15, 2025. The period between signing and closing is designed to accommodate landlord consent proce …

2025-09-15 · asset-purchase-agreement-evergreen.docx

… tially in the form attached hereto as Exhibit F. "Outside Date" means September 15, 2025. "Permitted Liens" means (a) statutory liens for current Taxes, assessments, or other gov …

2025-07-18 · deal-structure-tax-memorandum.docx

… Agreement (the "APA") is June 13, 2025. The estimated closing date is July 18, 2025 (approximately thirty-five (35) days post-signing), with an outside date of September 15, …

2025-07-18 · assignment-and-assumption-agreement.docx

… rs") and Ridgeline Consumer Partners LLC (the "Assignee") Dated as of July 18, 2025 Reference is made to that certain Asset Purchase Agreement, dated as of June 13, 2025 (th …

2025-07-18 · bill-of-sale.docx

… C and Cascade Retail Holdings Inc. to Ridgeline Consumer Partners LLC July 18, 2025 This BILL OF SALE (this "Bill of Sale") is made and entered into as of July 18, 2025 (the …

2025-07-18 · closing-checklist.xlsx

… ldings Inc. | Sandra Tung / Tiffany Rosenthal | 2025-06-13 (signing); 2025-07-18 (closing delivery) | Pending | Target APA execution date June 13, 2025; closing delivery …

2025-07-18 · seller-officers-certificate.docx

… limited liability company ("Buyer"). This Certificate is dated as of July 18, 2025 (the "Closing Date") and is delivered as a condition to Buyer's obligation to consummate …

2025-07-18 · engagement-letter-cascade-divestiture.docx

… d attendance at the closing (currently estimated to occur on or about July 18, 2025, or such other date as may be agreed upon by the parties). 1.3 Limitations on Scope The s …

2025-07-18 · asset-purchase-agreement-evergreen.docx

… means the date on which the Closing occurs, which is estimated to be July 18, 2025. "Closing Net Working Capital" means the Net Working Capital of the Business as of the cl …

2025-07-18 · escrow-agreement.docx

… artners LLC and Colton Pacific Bank, National Association Dated as of July 18, 2025 Right-click to update Table of Contents ESCROW AGREEMENT This ESCROW AGREEMENT (this "Agr …

2025-07-18 · non-competition-non-solicitation-agreement.docx

… NON-COMPETITION AND NON-SOLICITATION AGREEMENT Dated as of July 18, 2025 by and between CASCADE RETAIL HOLDINGS INC. a Delaware corporation and RIDGELINE CONSUMER …

2025-07-18 · transition-services-agreement.docx

… g of the transactions contemplated by the APA occurs (estimated to be July 18, 2025). "Confidential Information" means all non-public, proprietary, or confidential informati …

2025-06-30 · trademark-assignment-agreement.docx

… Assignor and RIDGELINE CONSUMER PARTNERS LLC as Assignee Dated as of June 30, 2025 TRADEMARK ASSIGNMENT AGREEMENT This TRADEMARK ASSIGNMENT AGREEMENT (this "Agreement") is …

2025-06-13 · deal-structure-tax-memorandum.docx

… r execution of the definitive Asset Purchase Agreement (the "APA") is June 13, 2025. The estimated closing date is July 18, 2025 (approximately thirty-five (35) days post-si …

2025-06-13 · assignment-and-assumption-agreement.docx

… ference is made to that certain Asset Purchase Agreement, dated as of June 13, 2025 (the "Purchase Agreement"), by and among Cascade Retail Holdings Inc., a Delaware corpora …

2025-06-13 · bill-of-sale.docx

… ivered pursuant to that certain Asset Purchase Agreement, dated as of June 13, 2025 (as amended, supplemented, or otherwise modified from time to time in accordance with its …

2025-06-13 · closing-checklist.xlsx

… ; 2025-07-18 (closing delivery) | Pending | Target APA execution date June 13, 2025; closing delivery of fully executed original at closing A-2 | Seller Closing Deliverable …

2025-06-13 · seller-officers-certificate.docx

… S INC. Delivered Pursuant to the Asset Purchase Agreement Dated as of June 13, 2025 This Officer's Certificate (this "Certificate") is delivered pursuant to Section 8.2(c) o …

2025-06-13 · asset-purchase-agreement-evergreen.docx

… GREEN MARKET CO. LLC, and RIDGELINE CONSUMER PARTNERS LLC Dated as of June 13, 2025 Prepared by Calderwood & Harkness LLP CONFIDENTIAL TREATMENT REQUESTED Right-click to upd …

2025-06-13 · escrow-agreement.docx

… have entered into that certain Asset Purchase Agreement, dated as of June 13, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "APA"), …

2025-06-13 · non-competition-non-solicitation-agreement.docx

… EREAS, pursuant to that certain Asset Purchase Agreement, dated as of June 13, 2025 (the "Asset Purchase Agreement" or "APA"), by and among Cascade Retail Holdings Inc., Eve …

2025-06-13 · seller-disclosure-schedules.docx

… LLER DISCLOSURE SCHEDULES to the ASSET PURCHASE AGREEMENT dated as of June 13, 2025 by and among CASCADE RETAIL HOLDINGS INC., a Delaware corporation, EVERGREEN MARKET CO. L …

2025-06-13 · trademark-assignment-agreement.docx

… gnee are parties to that certain Asset Purchase Agreement dated as of June 13, 2025 (the "Purchase Agreement"), pursuant to which Assignor and EverGreen Market Co. LLC have …

2025-06-13 · transition-services-agreement.docx

… have entered into that certain Asset Purchase Agreement, dated as of June 13, 2025 (the "APA"), pursuant to which Provider and EverGreen are selling substantially all of th …

2025-06-12 · seller-officers-certificate.docx

… animous written consent in lieu of a special meeting, effective as of June 12, 2025 (the "Board Resolutions"), authorizing the following actions: (a) The execution, delivery …

2025-06-10 · seller-disclosure-schedules.docx

… ereby, were duly adopted by unanimous written consent of the Board on June 10, 2025. Certified copies of such resolutions will be delivered at the Closing. No stockholder ap …

2025-06-05 · seller-disclosure-schedules.docx

… or to the Closing. (c) UCC Filings. A UCC lien search conducted as of June 5, 2025, by Calderwood & Harkness LLP in the State of Delaware (for both Cascade and EverGreen) a …

2025-05-12 · deal-structure-tax-memorandum.docx

… k, Associate, Mergers & Acquisitions, Calderwood & Harkness LLP DATE: May 12, 2025 RE: Deal Structure, Section 1060 Allocation, and Tax Considerations — Divestiture of Ever …

2025-05-02 · deal-structure-tax-memorandum.docx

… diligence items. Engagement. Calderwood & Harkness LLP was engaged on May 2, 2025 to represent Cascade as seller in connection with this transaction. The engagement team c …

2025-05-02 · closing-checklist.xlsx

2025-05-02 · engagement-letter-cascade-divestiture.docx

… : (206) 441-7200 Facsimile: (206) 441-7201 www.calderwoodharkness.com May 2, 2025 Via Email and U.S. Mail Renata Saldívar, Esq. General Counsel Cascade Retail Holdings Inc …

2025-05-01 · closing-checklist.xlsx

2025-04-30 · closing-checklist.xlsx

2025-04-29 · closing-checklist.xlsx

2025-04-28 · closing-checklist.xlsx