Contract analysis

I. ORGANIZATIONAL AND CORPORATE DOCUMENTS Request I.1. Certificate of Incorporation (as amended and restated) of Veldran Industries Holdings, Inc., a Delaware corporation incorporated on March 14, 2019. Please include all certificates of amendment, certificates of correction, and any restated certificates of incorporation filed with the Secretary of State of the State of Delaware since the date of original incorporat

II. FEDERAL AND STATE INCOME TAX RETURNS AND ELECTIONS Request II.1.* Federal income tax returns (IRS Form 1120, "U.S. Corporation Income Tax Return") for Veldran Industries Holdings, Inc. for tax years 2017, 2018, 2019, 2020, and 2021, including all schedules (e.g., Schedule D, Schedule M-1, Schedule M-3, Schedule UTP, etc.), attachments, elections, and supporting workpapers. To the extent Veldran filed consolidated

III. KESTREL PRECISION CONTROLS ACQUISITION DOCUMENTS Request III.1.* Stock Purchase Agreement (or Asset Purchase Agreement, as applicable) dated on or about June 7, 2019 between Veldran Industries Holdings, Inc. (or its designated acquisition subsidiary), as acquiror, and Rennick Industrial Partners Fund II LP (EIN 82-3017564) (or its designated sale vehicle), as seller, for the acquisition of 100% of the issued and

IV. HARROWGATE ACQUISITION OF VELDRAN (SEPTEMBER 2019) Request IV.1.* Transaction documents relating to HPE Fund IV's acquisition of 62.4% of Veldran common stock (46,488,000 shares at $40.00 per share, for total consideration of $1,859,520,000) on September 20, 2019 (the "HPE Acquisition"), including without limitation: (a) The tender offer statement on Schedule TO and all related offering documents, amendments, and

V. FIVE-YEAR ACTIVE TRADE OR BUSINESS HISTORY IRC § 355(b) requires that, immediately after the Distribution, both Distributing (Veldran, retaining the Engineered Coatings Division) and Controlled (Meridian, holding the Precision Flow Solutions Division) must be engaged in the active conduct of a trade or business that has been actively conducted throughout the five-year period ending on the date of the Distribution,

VI. INTERCOMPANY AGREEMENTS AND SHARED SERVICES Request VI.1. Copies of all intercompany agreements, contracts, and arrangements between the Engineered Coatings Division (or any entity within the EC Division) and the Precision Flow Solutions Division (or any entity within the PFS Division), including without limitation: (a) Intercompany services agreements (including shared services, IT support, human resources, fina

VII. CAPITAL STRUCTURE AND DEBT DOCUMENTS Request VII.1.* Credit Agreement governing the First Lien Term Loan B (aggregate principal amount: $1,100,000,000) for which Ashfield National Bank, N.A. (100 Federal Street, Boston, MA 02110; contact: Margaret Tsao, Managing Director, Leveraged Finance) serves as administrative agent. Please provide the complete Credit Agreement, including all amendments, restatements, amend

VIII. EQUITY CAPITALIZATION AND SHAREHOLDER RECORDS Request VIII.1.* A complete capitalization table for Veldran Industries Holdings, Inc. as of the most recent practicable date. Based on our current understanding, the capitalization of Veldran is as follows, and we request confirmation or correction: The capitalization table should also include any authorized but unissued preferred stock, any shares reserved for iss

IX. BUSINESS PURPOSE DOCUMENTATION Under IRC § 355 and the regulations thereunder, the Distribution must be motivated, in whole or substantial part, by one or more corporate business purposes. The following requests are directed at establishing the business purposes for the Transaction. Request IX.1. Board of Directors minutes, written consents, and resolutions relating to the strategic rationale for the proposed sep

X. EARNINGS AND PROFITS; TAX ATTRIBUTES Request X.1. A schedule of accumulated earnings and profits (E&P) for Veldran Industries Holdings, Inc. and each subsidiary as of the most recent tax year-end, including: (a) Current E&P computations for each of FY2019, FY2020, and FY2021; (b) Accumulated E&P as of the end of each such fiscal year; (c) Any adjustments to E&P for tax-exempt income, non-deductible expenses, depre

XI. MISCELLANEOUS Request XI.1. Any prior opinions, memoranda, analyses, or presentations (whether prepared by Pemberton Rathbone LLP, Whitfield & Gage LLP, or other advisors, or prepared internally by Veldran personnel) relating to the tax consequences of the proposed spin-off, any alternative restructuring (e.g., a Reverse Morris Trust structure, a split-off, or a taxable disposition), or any other separation or di