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Contract analysis / buyer-disclosure-schedules.docx
buyer-disclosure-schedules.docx
High · 1
Medium · 2
Standard · 5
1. No Admission of Materiality. The inclusion of any item, matter, or information in thes
1. No Admission of Materiality. The inclusion of any item, matter, or information in these Buyer Schedules shall not be deemed an admission by Parent or Merger Sub that such item, matter, or information is material, or that it constitutes or gives rise to a breach or violation of any representation, warranty, covenant, or agreement of Parent or Merger Sub contained in the Agreement. The listing of any item in these B
2. No Admission of Liability. The inclusion of any item, matter, or information in these
Medium
⚑ Forum / governing law
2. No Admission of Liability. The inclusion of any item, matter, or information in these Buyer Schedules shall not be deemed an admission of any liability or obligation of Parent or Merger Sub to any third party, nor shall it be construed as an admission against interest in any litigation, arbitration, or other proceeding involving Parent, Merger Sub, or any of their respective affiliates. Nothing in these Buyer Sche
3. Cross-Applicability of Disclosures. Matters disclosed in any particular schedule are d
3. Cross-Applicability of Disclosures. Matters disclosed in any particular schedule are deemed disclosed with respect to any other schedule to the extent the relevance of such disclosure to such other schedule is reasonably apparent on the face of such disclosure, notwithstanding the absence of a specific cross-reference thereto. Accordingly, each disclosure in these Buyer Schedules should be considered in relation t
4. Headings for Convenience Only. The headings in these Buyer Schedules are for convenien
4. Headings for Convenience Only. The headings in these Buyer Schedules are for convenience of reference only and shall not affect the meaning or interpretation of any provision of these Buyer Schedules or the Agreement.
5. Disclosure for Purposes of the Agreement Only. All information set forth herein is dis
5. Disclosure for Purposes of the Agreement Only. All information set forth herein is disclosed solely for the purposes of the Agreement and does not constitute an admission of any violation of law, breach of contract, or other matter. No disclosure made in these Buyer Schedules shall be deemed to enlarge or modify any representation, warranty, covenant, or agreement of Parent or Merger Sub set forth in the Agreement
6. Inclusion of Additional Information. Certain items disclosed herein may not be require
6. Inclusion of Additional Information. Certain items disclosed herein may not be required to be disclosed under the terms of the Agreement but are included for informational purposes only. The inclusion of any such additional information shall not be deemed to establish or modify any materiality standard, create any inference regarding the materiality of such information, or expand the scope of any representation or
7. No Waiver of Privilege. The disclosure of any item in these Buyer Schedules shall not
7. No Waiver of Privilege. The disclosure of any item in these Buyer Schedules shall not be deemed a waiver of any attorney-client privilege, work-product doctrine, or other applicable privilege with respect to such item or any related matter. SCHEDULE 4.1 Organization, Good Standing, and Qualification The following information is disclosed with respect to the organization, good standing, and qualification of Parent
I. Parent — Harrowgate Private Equity Fund IV LP
I. Parent — Harrowgate Private Equity Fund IV LP Full Legal Name: Harrowgate Private Equity Fund IV LP Entity Type: Limited partnership Jurisdiction of Formation: State of Delaware Formation Document: Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware Employer Identification Number (EIN): 87-2263148 Principal Office Address: 1200 Market Street, Suite 3100, Wilmington, Delawa
II. Merger Sub — Pinnacle Merger Sub, Inc.
II. Merger Sub — Pinnacle Merger Sub, Inc. Full Legal Name: Pinnacle Merger Sub, Inc. Entity Type: Corporation Jurisdiction of Incorporation: State of Delaware Formation Document: Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 20, 2025 Employer Identification Number (EIN): 93-4081562 Registered Office Address: 1200 Market Street, Suite 3100, Wilmington, Delaware 19801
III. Subsidiaries. Neither Parent nor Merger Sub has any subsidiaries, other than Merger
III. Subsidiaries. Neither Parent nor Merger Sub has any subsidiaries, other than Merger Sub being a direct, wholly owned subsidiary of Parent. As of the date hereof, neither Parent nor Merger Sub has any equity interest, directly or indirectly, in any corporation, partnership, limited liability company, joint venture, trust, or other entity, other than the ownership by Parent of all of the issued and outstanding cap
Section 4.2(a) — Authority
Medium
⚑ Forum / governing law
Section 4.2(a) — Authority Parent. The execution, delivery, and performance by Parent of the Agreement and each of the ancillary agreements to which Parent is or will become a party, and the consummation by Parent of the transactions contemplated thereby, have been duly authorized by all necessary limited partnership action on the part of Parent, including the approval and authorization by Harrowgate Capital Partners
Section 4.2(b) — No Conflict
Section 4.2(b) — No Conflict Disclosure: None. The execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby by Parent and Merger Sub do not and will not: (i) conflict with or violate any provision of the Certificate of Limited Partnership or Agreement of Limited Partnership of Parent, or the Certificate of Incorporation or Bylaws of Merger Sub; (ii) conflict
Section 4.2(c) — Required Filings and Consents
Section 4.2(c) — Required Filings and Consents The following governmental filings and consents are required to be made or obtained by Parent and Merger Sub in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby:
1. Hart-Scott-Rodino Antitrust Improvements Act Filing.
Standard
⚑ Commercial term
1. Hart-Scott-Rodino Antitrust Improvements Act Filing. Filing of a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder by the Federal Trade Commission (the "FTC"), with the FTC and the Antitrust Division of the United States Department of Justice (the "DOJ"). Parent intends to file its HSR notifi
2. Delaware Certificate of Merger.
2. Delaware Certificate of Merger. Filing of a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to Section 251 of the DGCL. Such filing will be made at or promptly following the Closing.
3. Securities Exchange Act Filings.
3. Securities Exchange Act Filings. Such filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, including: (a) A Schedule 13E-3 (Rule 13e-3 Transaction Statement relating to a going-private transaction), to be filed jointly by the Company and Parent with the SEC i
4. State Securities Filings.
4. State Securities Filings. Such filings as may be required under applicable state securities or "blue sky" laws in connection with the transactions contemplated by the Agreement, including any required notices to state securities commissions or administrators.
5. Non-U.S. Regulatory Filings.
5. Non-U.S. Regulatory Filings. No non-U.S. merger control, antitrust, competition, foreign investment, or other regulatory filings or approvals are required to be made or obtained by Parent or Merger Sub in connection with the transactions contemplated by the Agreement. The Company has no foreign operations or assets that would trigger any non-U.S. regulatory filing obligation on the part of Parent or Merger Sub.
6. Other Consents.
6. Other Consents. No other governmental or third-party consents, approvals, orders, authorizations, registrations, declarations, or filings are required to be obtained or made by Parent or Merger Sub in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby, other than those set forth above and any consents, approvals, or filings the fa
Section 4.4(a) — Debt Financing Commitments
Standard
⚑ Commercial term
Section 4.4(a) — Debt Financing Commitments Parent has obtained a committed debt financing package as set forth in the Debt Commitment Letter described below: Debt Commitment Letter. Debt Commitment Letter dated March 24, 2025, among Harrowgate Private Equity Fund IV LP ("Parent"), Falconer National Bank, N.A. ("Falconer"), and Dunmore Capital Markets LLC ("Dunmore"), providing for committed debt financing in the agg
Section 4.4(b) — Equity Financing Commitments
Standard
⚑ Commercial term
Section 4.4(b) — Equity Financing Commitments Parent has obtained committed equity financing as set forth in the Equity Commitment Letter and related agreements described below: Equity Commitment Letter. Equity Commitment Letter dated March 27, 2025 (the "Equity Commitment Letter"), pursuant to which Harrowgate Private Equity Fund IV LP has committed to contribute (or cause to be contributed) equity financing in an a
Section 4.4(c) — Sufficiency of Funds
High
⚑ Non-compete / exclusivity restraint
Section 4.4(c) — Sufficiency of Funds Based upon the Debt Commitment Letter, the Equity Commitment Letter, the Co-Investment Agreement, and the Rollover Agreement, and assuming the satisfaction of the conditions to funding set forth therein and the satisfaction or waiver of the conditions to Closing set forth in the Agreement, at the Closing, Parent and Merger Sub will have available sufficient funds to (a) pay the a
1. Debt Commitment Letter dated March 24, 2025, among Harrowgate Private Equity Fund IV L
1. Debt Commitment Letter dated March 24, 2025, among Harrowgate Private Equity Fund IV LP, Falconer National Bank, N.A., and Dunmore Capital Markets LLC.
2. Fee Letter dated March 24, 2025, among Harrowgate Private Equity Fund IV LP, Falconer
Standard
⚑ Commercial term
2. Fee Letter dated March 24, 2025, among Harrowgate Private Equity Fund IV LP, Falconer National Bank, N.A., and Dunmore Capital Markets LLC. (Provided to the Company in redacted form, with fee amounts and certain economic terms redacted.)
3. Equity Commitment Letter dated March 27, 2025, issued by Harrowgate Private Equity Fun
3. Equity Commitment Letter dated March 27, 2025, issued by Harrowgate Private Equity Fund IV LP.
4. Co-Investment Agreement dated March 27, 2025, between Harrowgate Private Equity Fund I
4. Co-Investment Agreement dated March 27, 2025, between Harrowgate Private Equity Fund IV LP and Ashford Growth Partners LP.
5. Rollover Agreement dated April 7, 2025, among Harrowgate Private Equity Fund IV LP, Pi
5. Rollover Agreement dated April 7, 2025, among Harrowgate Private Equity Fund IV LP, Pinnacle Merger Sub, Inc., and Catherine Langford, Derek Simmons, and Maxwell Dunn.
6. Limited Guarantee dated April 7, 2025, delivered by Harrowgate Private Equity Fund IV
6. Limited Guarantee dated April 7, 2025, delivered by Harrowgate Private Equity Fund IV LP in favor of Pennfield Holdings, Inc.
7. R&W Insurance Policy Binder dated March 28, 2025, issued by Meridian Specialty Insuran
7. R&W Insurance Policy Binder dated March 28, 2025, issued by Meridian Specialty Insurance Company, naming Harrowgate Private Equity Fund IV LP as Named Insured.
8. Voting and Support Agreement dated April 7, 2025, among Harrowgate Private Equity Fund
8. Voting and Support Agreement dated April 7, 2025, among Harrowgate Private Equity Fund IV LP, Pinnacle Merger Sub, Inc., and Catherine Langford, Derek Simmons, and Maxwell Dunn.
9. Escrow Agreement dated April 7, 2025, among Pennfield Holdings, Inc., Harrowgate Priva
9. Escrow Agreement dated April 7, 2025, among Pennfield Holdings, Inc., Harrowgate Private Equity Fund IV LP, and Grandview Trust Company, N.A., as escrow agent.
10. Certificate of Incorporation of Pinnacle Merger Sub, Inc., filed with the Secretary o
10. Certificate of Incorporation of Pinnacle Merger Sub, Inc., filed with the Secretary of State of the State of Delaware on March 20, 2025.
11. Bylaws of Pinnacle Merger Sub, Inc., adopted on March 20, 2025.
11. Bylaws of Pinnacle Merger Sub, Inc., adopted on March 20, 2025.
12. Board Resolutions of Pinnacle Merger Sub, Inc. authorizing the execution, delivery, a
12. Board Resolutions of Pinnacle Merger Sub, Inc. authorizing the execution, delivery, and performance of the Agreement and the consummation of the Merger, adopted on April 7, 2025.
13. Written Consent of Sole Stockholder of Pinnacle Merger Sub, Inc. (Harrowgate Private
Standard
⚑ Commercial term
13. Written Consent of Sole Stockholder of Pinnacle Merger Sub, Inc. (Harrowgate Private Equity Fund IV LP) approving the Agreement and the Merger, executed on April 7, 2025. SIGNATURE PAGE TO BUYER DISCLOSURE SCHEDULES IN WITNESS WHEREOF, each of the undersigned has caused these Buyer Disclosure Schedules to be duly executed and delivered as of April 7, 2025. HARROWGATE PRIVATE EQUITY FUND IV LP By: Harrowgate Capit