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Contract analysis / bring-down-comfort-letter-closing.docx
bring-down-comfort-letter-closing.docx
1010-00002 · 10 clauses
High · 0 Medium · 1 Standard · 2
1. Introductory Paragraph
1. Introductory Paragraph This letter is furnished to you in connection with the initial public offering (the "Offering") of 20,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"), of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), to be listed on the New York Stock Exchange under the ticker symbol "ARHT." This letter is delivered pursuant to Section 7(c) of the Und
2. Independence Confirmation
2. Independence Confirmation We are an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States) (the "PCAOB"). Our independence with respect to the
3. Scope and Basis of Procedures Medium
⚑ Liability cap to check against exposure
3. Scope and Basis of Procedures The procedures described herein and in the Original Comfort Letter were performed at the request of, and were agreed upon with, the Underwriters. The procedures performed do not constitute an audit conducted in accordance with the standards of the PCAOB, nor do they constitute a review conducted in accordance with the Statements on Standards for Accounting and Review Services issued b
4. Bring-Down of Specified Financial Information Standard
⚑ Commercial term
4. Bring-Down of Specified Financial Information With reference to each category of specified financial data addressed in the Original Comfort Letter, including, without limitation: (a) total revenue for the fiscal year ended December 31, 2023 ("FY2023") of $612.4 million; (b) total revenue for the fiscal year ended December 31, 2022 ("FY2022") of $478.4 million; (c) FY2023 revenue growth of approximately 28% on a ye
5. Subsequent Changes — Negative Assurance
5. Subsequent Changes — Negative Assurance With respect to the period from December 31, 2023 (the date of the most recent audited financial statements of the Company included in the Registration Statement) through the Cut-Off Date, we advise you as follows: (a) We have read the unaudited condensed consolidated financial information of the Company for the period from January 1, 2024 through the Cut-Off Date (February
6. Specific Items — Capitalization Table
6. Specific Items — Capitalization Table As of the Cut-Off Date, we have verified the capitalization information set forth in the Prospectus under the caption "Capitalization" against the Company's stock ledger, corporate records, and the records of Continental Share Services, Inc., the Company's transfer agent and registrar. On the basis of such verification procedures, we confirm the following: (a) Authorized share
7. Specific Items — Dilution Standard
⚑ Commercial term
7. Specific Items — Dilution We have recalculated the dilution data set forth in the Prospectus under the caption "Dilution" as of the Cut-Off Date, using the final initial public offering price of $20.00 per share of Common Stock. On the basis of such recalculation, we confirm that the amounts, percentages, and other numerical data presented under the caption "Dilution" in the Prospectus are arithmetically accurate
8. Specific Items — Selected Financial Data and Non-GAAP Measures
8. Specific Items — Selected Financial Data and Non-GAAP Measures We have rechecked the selected financial data appearing in the Prospectus under the captions "Selected Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" against the Company's audited consolidated financial statements for FY2023 and FY2022, as included in the Registration Statement,
9. Limitations and Qualifications
9. Limitations and Qualifications The procedures performed by us and described in this Letter and in the Original Comfort Letter do not constitute an audit or a review conducted in accordance with the standards of the PCAOB or any other generally accepted auditing or review standards. Accordingly, we do not express an opinion or provide any form of assurance, whether positive or negative, other than as expressly stat
10. Reference to Original Comfort Letter
10. Reference to Original Comfort Letter This Letter should be read in conjunction with the Original Comfort Letter dated February 8, 2024, a copy of which was previously delivered to each of the addressees hereof. Except as specifically updated or supplemented herein, all statements, conclusions, observations, and comments set forth in the Original Comfort Letter remain unchanged and continue in full force and effec