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Contract analysis / email-transmittal-initial-term-sheet.eml
email-transmittal-initial-term-sheet.eml
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From: Theresa Kim <tkim@calderwoodharkness.com>
From: Theresa Kim <tkim@calderwoodharkness.com> To: "Elaine C. Woodbury" <ewoodbury@ashfordcrane.com> Cc: "Harrison K. Drummond" <hdrummond@ashfordcrane.com> Date: Wed, 07 Feb 2024 04:23:00 -0000 Subject: Briarwood Family Office LLC — Meridian Peak Capital Partners Fund IV, L.P. / Initial Side-Letter Term Sheet
As you know, we represent Briarwood Family Office LLC ("BFO") in connection with its poten
As you know, we represent Briarwood Family Office LLC ("BFO") in connection with its potential limited partnership commitment to Meridian Peak Capital Partners Fund IV, L.P. ("Fund IV"). Thank you for transmitting the Fund IV documentation suite on January 26 — we confirm receipt of the Amended and Restated Agreement of Limited Partnership (dated December 20, 2023), the Private Placement Memorandum (dated December 15
Attached for your review is BFO's initial side-letter term sheet (BFO_Fund_IV_Side_Letter_
Attached for your review is BFO's initial side-letter term sheet (BFO_Fund_IV_Side_Letter_Term_Sheet_02072024.docx) setting forth proposed terms in connection with a $75,000,000 commitment to Fund IV. The term sheet is intended to serve as the basis for negotiation of a definitive side letter to be entered into among Meridian Peak Capital Partners Fund IV, L.P., Meridian Peak Capital Partners GP IV LLC, and Briarwood
By way of overview, the term sheet addresses the following categories of provisions:
By way of overview, the term sheet addresses the following categories of provisions:
- Most favored nation rights
Medium
⚑ Confidentiality undertaking
- Most favored nation rights - Excuse/exclusion rights for specified investment categories - Management fee reduction - Co-investment rights - Enhanced reporting obligations - Key person provisions - Transfer rights - Confidentiality carve-outs - Tax reporting (K-1 delivery timeline) - Placement agent fee offset (Pinnacle Capital Markets LLC)
The term sheet itself provides additional detail on each of the foregoing.
The term sheet itself provides additional detail on each of the foregoing.
We would appreciate it if you could circulate the term sheet to the Meridian Peak team, in
We would appreciate it if you could circulate the term sheet to the Meridian Peak team, including Gavin R. Lockhart (Head of Investor Relations) and Tamara Fujimoto (General Counsel & CCO), as appropriate. We respectfully request the GP's comments and markup by approximately February 21, 2024. Of course, if the Meridian Peak team or your group has any questions or initial reactions in advance of a formal markup, we a
Pamela and I are both available to walk through BFO's key priorities in more detail should
Pamela and I are both available to walk through BFO's key priorities in more detail should that be helpful before you prepare your markup. Please do not hesitate to reach out if you would like to arrange a call.
Thank you, and we look forward to your response.
Thank you, and we look forward to your response.
Theresa Kim
Theresa Kim Lead Associate Funds & Asset Management Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 T: (212) 558-4732 E: tkim@calderwoodharkness.com
CONFIDENTIALITY NOTICE: This email message and any attachments are intended solely for the
Medium
⚑ Forum / governing law
CONFIDENTIALITY NOTICE: This email message and any attachments are intended solely for the use of the addressee(s) named above and may contain information that is privileged, confidential, and/or exempt from disclosure under applicable law, including attorney-client privileged communications and attorney work product. If you are not the intended recipient, you are hereby notified that any dissemination, distribution,