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AI Assist
Can we release the Halvern escrow this quarter?
Completed · 3 steps
Not this quarter. The deal closed on August 29, 20251, and the board required $4.5M to stay in escrow for 18 months after closing2. That holds it through February 2027.
Sources
1
Halvern closing memo · p. 1
Board book · Sep 18, 2025 meeting
2
Board Resolution 2025-14 · p. 2
Board book · Jun 12, 2025 meeting
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Board Resolution 2025-14 · p. 2
RESOLVED
That the acquisition of Halvern Industrial, Inc. is hereby approved, provided that $4,500,000 of the purchase price is held in escrow for a period of eighteen (18) months following closing, on terms satisfactory to the Chief Financial Officer.
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CRESTWAY HOLDINGS · AMENDED CREDIT AGREEMENTp. 41 of 118
SECTION 7.4 · RESTRICTED PAYMENTS
(a) The Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payment except as expressly permitted under this Section 7.4.
(b) The Borrower shall not declare or pay any Restricted Payment if, after giving effect thereto, the Total Leverage Ratio would exceed 3.00 to 1.00.
(c) Notwithstanding the foregoing, the Borrower may make Restricted Payments with the prior written consent of the Required Lenders.
(d) For purposes of this Section, dividends and distributions to equity holders constitute Restricted Payments, and the Total Leverage Ratio shall be calculated as of the most recent fiscal quarter…
AI Assist
Can we approve the $3M distribution at Thursday's meeting?
Completed · 3 steps
Not as proposed. Q3 leverage is 3.56x1, and the credit agreement bars distributions above 3.00x2. The $3M distribution needs a lender waiver first.
Sources
1Q3 Financial Package · p. 12
2Amended Credit Agreement · §7.4(b)
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