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Contract analysis / letter-cascade-lot-distribution.eml
letter-cascade-lot-distribution.eml
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I. BACKGROUND ON THE TRANSACTION
I. BACKGROUND ON THE TRANSACTION The Merger Agreement provides for a reverse triangular merger under the Delaware General Corporation Law (the "DGCL") pursuant to which Merger Sub will merge with and into Cloudium, with Cloudium surviving the merger as a wholly owned subsidiary of Fund VI (the "Merger"). Cloudium is currently listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." As of the date of
II. DISTRIBUTION INSTRUCTIONS FOR LETTER OF TRANSMITTAL
II. DISTRIBUTION INSTRUCTIONS FOR LETTER OF TRANSMITTAL Cascade is hereby instructed to mail the Letter of Transmittal, in the final form attached to this letter as Exhibit D to the Merger Agreement (and enclosed herewith), to all holders of record of Shares as of immediately prior to the Effective Time. Mailing shall commence on July 10, 2024. Each Letter of Transmittal mailing shall be accompanied by the following:
1. Instructions for surrendering stock certificates (or, in the case of book-entry shares,
1. Instructions for surrendering stock certificates (or, in the case of book-entry shares, instructions for book-entry transfer) in exchange for the Per Share Merger Consideration of $36.92 per Share;
2. A pre-addressed return envelope addressed to Cascade Corporate Services Inc., 6201 15th
2. A pre-addressed return envelope addressed to Cascade Corporate Services Inc., 6201 15th Avenue, Brooklyn, NY 11219; and
3. Information regarding the exchange process, including a description of the documentatio
3. Information regarding the exchange process, including a description of the documentation required for a valid submission, consisting of: (a) a properly completed and duly signed Letter of Transmittal; (b) stock certificates representing the Shares to be surrendered (or, in the case of book-entry shares, an agent's message), or, in the case of lost, stolen, or destroyed certificates, an affidavit of loss together w
III. EXCHANGE AGENT MECHANICS AND PROCEDURES
III. EXCHANGE AGENT MECHANICS AND PROCEDURES Upon receipt of a properly completed and duly signed Letter of Transmittal, together with surrendered stock certificates (or book-entry confirmation via agent's message from DTC), Cascade shall process and pay the Per Share Merger Consideration of $36.92 per Share to the surrendering stockholder. Payment shall be made by check or wire transfer, as elected by the surrenderi
IV. ROLLOVER SHARE HANDLING
IV. ROLLOVER SHARE HANDLING Certain Shares are subject to rollover agreements and will NOT be exchanged for the Per Share Merger Consideration (such shares, the "Rollover Shares"). The Rollover Shares are held by the following persons:
1. Jonathan Hargrove (Chief Executive Officer of Cloudium): Mr. Hargrove holds 7,736,400 S
1. Jonathan Hargrove (Chief Executive Officer of Cloudium): Mr. Hargrove holds 7,736,400 Shares and is rolling over 50% of such Shares (i.e., 3,868,200 Shares, representing approximately $142,814,544 in value). The remaining 3,868,200 Shares held by Mr. Hargrove will be cashed out at the Per Share Merger Consideration of $36.92 per Share.
2. Pinnacle Growth Ventures LLC: Pinnacle Growth Ventures LLC holds 21,367,200 Shares and
2. Pinnacle Growth Ventures LLC: Pinnacle Growth Ventures LLC holds 21,367,200 Shares and is rolling over 60% of such Shares (i.e., 12,820,320 Shares, representing approximately $473,241,408 in value). The remaining 8,546,880 Shares held by Pinnacle Growth Ventures LLC will be cashed out at the Per Share Merger Consideration of $36.92 per Share. Cascade shall NOT process cash payments for any Rollover Shares. The Rol
V. LOST, STOLEN, OR DESTROYED CERTIFICATES
V. LOST, STOLEN, OR DESTROYED CERTIFICATES In the case of any stock certificate that has been lost, stolen, or destroyed, Cascade shall follow its customary procedures, requiring the surrendering stockholder to provide an affidavit of loss and a surety bond or indemnity in form and substance reasonably satisfactory to both Cascade and the surviving entity, as a condition to the payment of the Per Share Merger Conside
VI. APPRAISAL / DISSENTING SHARES
VI. APPRAISAL / DISSENTING SHARES Stockholders who have properly demanded appraisal rights under Section 262 of the DGCL and who have not withdrawn such demand or otherwise lost their appraisal rights shall NOT receive the Per Share Merger Consideration (shares held by such stockholders, "Dissenting Shares"). Cascade shall NOT process payments for any Shares identified as Dissenting Shares. Calderwood & Harkness LLP
VII. FUNDING AND SOURCE OF MERGER CONSIDERATION
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⚑ Commercial term
VII. FUNDING AND SOURCE OF MERGER CONSIDERATION The aggregate merger consideration payable to non-rolling stockholders is approximately $6,183,944,048 and will be funded at closing through a combination of equity contributions from Fund VI and proceeds of the Term Loan B credit facility. Please note that Cobalt Trust Company (100 Wall Street, New York, NY 10005) is serving as escrow agent for the $544,000,000 indemni
VIII. COORDINATION WITH OTHER PARTIES
VIII. COORDINATION WITH OTHER PARTIES For Cascade's reference, the following parties are involved in the transaction. Cascade's coordination responsibilities, if any, are noted: - Cobalt Trust Company (100 Wall Street, New York, NY 10005) — Escrow agent for the indemnity escrow. Separate function. No coordination is needed from Cascade on escrow matters. - Blackthorn Proxy Advisors LLC (105 Madison Avenue, New York,
IX. TIMING AND DEADLINES
IX. TIMING AND DEADLINES The following is a summary of key dates and action items: - Closing: July 9, 2024 - Effective Time: 11:59 PM Eastern Time on July 9, 2024 - Commencement of mailing of Letters of Transmittal: July 10, 2024 - Filing of Form 25 (Nasdaq delisting): July 10, 2024 - Distribution of Appraisal Rights Notice: July 10, 2024 We request that Cascade confirm to Calderwood & Harkness LLP when the mailing o
X. CONTACT INFORMATION
X. CONTACT INFORMATION Please direct any questions regarding these instructions or the exchange process to: Andrew Fitzpatrick Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Telephone: (212) 558-3400 Email: afitzpatrick@calderwoodharkness.com or Tiffany Rosenthal Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Telephone: (212) 558-3275 Email: trosenthal@calderwoodharkness.com
XI. ENCLOSURES
XI. ENCLOSURES The following documents are enclosed with or referenced in this letter:
1. Final form of Letter of Transmittal (Exhibit D to the Merger Agreement)
1. Final form of Letter of Transmittal (Exhibit D to the Merger Agreement)
2. Schedule of rollover shares and rollover holders (to be provided prior to the Effective
2. Schedule of rollover shares and rollover holders (to be provided prior to the Effective Time)
3. Wire instructions for exchange fund transfer (to be confirmed under separate cover)
3. Wire instructions for exchange fund transfer (to be confirmed under separate cover)
4. Form of Appraisal Rights Notice (for reference)
4. Form of Appraisal Rights Notice (for reference) * * * We kindly request that Cascade confirm receipt of this letter and its readiness to proceed with the exchange agent functions described herein at your earliest convenience. Time is of the essence given the anticipated closing date of July 9, 2024. Very truly yours, Andrew Fitzpatrick Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Matter No. 10