CONFIDENTIAL
Stonebridge Credit Partners LLC 600 Lexington Avenue, 20th Floor New York, NY 10022
March 8, 2025
Reference No.: SC-2025-0312-AC
Ardent Apex Holdings Inc. c/o Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, NY 10022
Attention: Theodore "Ted" Hargrove, Co-Founder & Managing Partner David Ng, Chief Financial Officer
Re: Commitment Letter — Senior Secured Credit Facility in connection with the Acquisition of Luminex Systems Holdings Inc.
Dear Mr. Hargrove and Mr. Ng:
This letter (together with the attached Exhibit A (Summary of Terms and Conditions) and Exhibit B (Conditions Annex), this "Commitment Letter") sets forth the commitment of Stonebridge Credit Partners LLC ("Stonebridge," the "Commitment Party," or the "Lead Arranger") to provide the senior secured credit facility described herein in connection with the Acquisition (as defined below) by Ardent Apex Holdings Inc. ("Holdings" or "Parent") of Luminex Systems Holdings Inc. (the "Target" or the "Company"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Term Sheet attached hereto as Exhibit A or in the Conditions Annex attached hereto as Exhibit B, as applicable.
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1. RECITALS AND BACKGROUND
Stonebridge understands that Ardent Apex Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership (the "Sponsor"), proposes to acquire (the "Acquisition") all of the outstanding equity interests of Luminex Systems Holdings Inc., a Delaware corporation, for an aggregate equity consideration of approximately Two Billion Eight Hundred Million Dollars ($2,800,000,000) (the "Equity Consideration").
The Acquisition is to be effected by means of a reverse triangular merger pursuant to the Delaware General Corporation Law (the "DGCL"), in which Ardent Apex Merger Sub Inc. ("Merger Sub"), a newly formed Delaware corporation and wholly owned subsidiary of Holdings, will merge with and into the Target, with the Target surviving the merger as a wholly owned subsidiary of Holdings (the "Merger"). The per-share merger consideration to be paid to the cashing-out stockholders of the Target is $20.00 per share, based on approximately 140,000,000 fully diluted shares of common stock of the Target outstanding as of the date hereof.
In connection with the foregoing, Holdings, Merger Sub, and the Target anticipate executing an Agreement and Plan of Merger (the "Merger Agreement"), which shall set forth the definitive terms and conditions governing the Acquisition and the Merger.
Description of the Target. Luminex Systems Holdings Inc. is the U.S. holding company for Luminex Systems AG, a company organized under the laws of the Canton of Glenrock Assurance, Switzerland, which serves as the principal operating entity and global headquarters for the Luminex enterprise. The Target and its subsidiaries are engaged in the business of developing, marketing, licensing, and supporting a cloud-based enterprise resource planning ("ERP"), procurement automation, and supply-chain analytics software-as-a-service platform marketed under the name "Luminex One." The Target maintains global operations spanning the United States, the European Union, and the Asia-Pacific region. As reported in the Target's audited consolidated financial statements for the fiscal year ended December 31, 2024 (audited by Hargrove Thornton LLP), the Target generated total revenue of approximately $487,000,000, comprised of annual recurring revenue ("ARR") of approximately $441,000,000 and professional services revenue of approximately $46,000,000. For the same fiscal year, the Target reported Adjusted EBITDA (as defined in the Target's publicly filed financial statements) of approximately $121,800,000, representing an Adjusted EBITDA margin of approximately 25.0%. The Target employs approximately 4,200 employees globally.
Key Subsidiaries. The Target's material subsidiaries include the following:
(a) Luminex Systems Inc., a Delaware corporation (U.S. operating subsidiary);
(b) Luminex Systems AG, a corporation organized under the laws of the Canton of Glenrock Assurance, Switzerland (Swiss operating entity and global headquarters);
(c) Luminex Systems UK Ltd., a private limited company organized under the laws of England and Wales (United Kingdom operating subsidiary);
(d) Luminex Systems GmbH, a limited liability company organized under the laws of the Federal Republic of Germany, with its registered office in Munich (German operating subsidiary); and
(e) Luminex Systems Pte. Ltd., a private company limited by shares organized under the laws of the Republic of Singapore (Asia-Pacific operating subsidiary).
2. COMMITMENT
2.1 Commitment to Provide Financing
Subject to the terms and conditions set forth in this Commitment Letter, the attached Summary of Terms and Conditions (the "Term Sheet," attached hereto as Exhibit A), and the attached Conditions Annex (attached hereto as Exhibit B), Stonebridge Credit Partners LLC hereby commits to provide to Luminex Systems Holdings Inc. (as the surviving corporation of the Merger) (in such capacity, the "Borrower") a senior secured credit facility (the "Credit Facility") in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000), consisting of the following:
(a) a Term Loan B Facility in an aggregate principal amount of One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Term Loan B" or the "Term Loan B Facility"); and
(b) a Revolving Credit Facility in an aggregate commitment amount of Two Hundred Million Dollars ($200,000,000) (the "Revolving Credit Facility" and, together with the Term Loan B Facility, the "Credit Facility").
The commitment set forth in this Section 2.1 is hereinafter referred to as the "Commitment." The Commitment is subject in all respects to the terms and conditions set forth in this Commitment Letter, the Term Sheet, and the Conditions Annex. In the event of any conflict between the terms of this Commitment Letter and the Term Sheet, the Term Sheet shall control with respect to the specific commercial terms of the Credit Facility; provided, however, that in the event of any conflict between the terms of this Commitment Letter and the Conditions Annex with respect to the conditions precedent to the initial funding, the Conditions Annex shall control.
2.2 Roles
In connection with the Credit Facility, the following roles shall apply:
(a) Sole Lead Arranger and Sole Bookrunner: Stonebridge Credit Partners LLC shall act as the sole lead arranger and sole bookrunner for the Credit Facility and shall manage all aspects of the arrangement, structuring, and syndication of the Credit Facility.
(b) Administrative Agent: Stonebridge Credit Partners LLC shall serve as the administrative agent (the "Administrative Agent") under the definitive Credit Agreement and related credit documentation.
(c) Collateral Agent: Stonebridge Credit Partners LLC (or an affiliate designated by Stonebridge) shall serve as the collateral agent (the "Collateral Agent") under the Guarantee and Collateral Agreement and related security documentation.
Initial Hold and Syndication. Stonebridge's initial hold amount shall be the full amount of the Commitment — that is, One Billion Four Hundred Million Dollars ($1,400,000,000) — subject to Stonebridge's right to syndicate portions of the Credit Facility to co-lenders as described in Section 8 of this Commitment Letter. Stonebridge has identified the following institutions as anticipated co-lenders in connection with the contemplated syndication of the Credit Facility:
(i) Birchwood Capital Finance LLC, with a principal office located at 100 Federal Street, 28th Floor, Boston, MA 02110 (contact: Diane Pritchard, Managing Director), with an anticipated hold amount of Three Hundred Fifty Million Dollars ($350,000,000); and
(ii) Ironvale Credit Fund III LP, with a principal office located at 9 West 57th Street, Suite 3100, New York, NY 10019 (contact: Robert Tannenbaum, Partner), with an anticipated hold amount of Two Hundred Fifty Million Dollars ($250,000,000).
For the avoidance of doubt, Stonebridge retains full responsibility for the entire Commitment until such time as the syndication is completed and the relevant co-lenders have executed joinder agreements or other definitive documentation evidencing their respective commitments under the Credit Facility. The Commitment is not conditioned on the successful completion of the syndication, and Stonebridge shall be obligated to fund the full amount of the Credit Facility (subject to the satisfaction or waiver of the conditions precedent set forth herein and in the Conditions Annex) regardless of whether any syndication has occurred.
2.3 Lead Arranger Contact
All communications and inquiries regarding the Commitment and the Credit Facility should be directed to:
Nathan Ostrowski Managing Director, Sponsor Finance Stonebridge Credit Partners LLC 600 Lexington Avenue, 20th Floor New York, NY 10022 Telephone: (212) 555-4200
Email: nostrowski@stonebridgecredit.com
3. PURPOSE AND USE OF PROCEEDS
3.1 Term Loan B Proceeds
The proceeds of the Term Loan B Facility shall be used on the closing date of the Acquisition (the "Closing Date") for the following purposes:
(a) to finance, in part, the cash merger consideration payable to the cashing-out stockholders of the Target in connection with the consummation of the Acquisition pursuant to the Merger Agreement;
(b) to pay fees, costs, and expenses incurred in connection with the Acquisition and the Credit Facility, including, without limitation, arrangement fees, original issue discount, legal fees, advisory fees, and other transaction-related expenses; and
(c) to refinance, repay, and discharge in full all existing indebtedness of the Target and its subsidiaries that is required to be refinanced or repaid at or prior to the Closing Date in connection with the consummation of the Acquisition (including any prepayment premiums, breakage costs, or other amounts payable in connection therewith).
3.2 Revolving Credit Facility
Following the Closing Date, the Revolving Credit Facility shall be available to the Borrower and its subsidiaries (including the surviving corporation and its direct and indirect subsidiaries) to provide for working capital requirements and other general corporate purposes of the Borrower and its subsidiaries. For the avoidance of doubt, the Revolving Credit Facility shall be undrawn on the Closing Date, and no borrowings under the Revolving Credit Facility shall be required to consummate the Acquisition.
4. SOURCES AND USES
4.1 Sources of Funds
The following table sets forth the anticipated sources of funds for the consummation of the Acquisition and the payment of related fees and expenses:
4.2 Uses of Funds
The following table sets forth the anticipated uses of funds in connection with the consummation of the Acquisition:
Notes to Sources and Uses:
(a) The Revolving Credit Facility in an aggregate commitment amount of $200,000,000 is not reflected in the sources table above, as it will be undrawn at closing and will not be used to fund any portion of the Acquisition consideration or related transaction expenses.
(b) The difference between Total Sources ($2,901,000,000) and Total Uses ($2,915,000,000) is expected to be reconciled through a minor working capital adjustment and the allocation of balance sheet cash of the Target on hand at closing. Any excess of sources over adjusted uses shall be applied to the balance sheet cash cushion of the surviving corporation.
(c) Escrow funding in the amount of One Hundred Forty Million Dollars ($140,000,000) to be deposited with Continental Fiduciary Trust Company, as escrow agent, in connection with the indemnification and purchase-price adjustment provisions of the Merger Agreement, is included within the equity consideration line item set forth above.
(d) The Target Net Working Capital for purposes of the Merger Agreement is estimated at $48,500,000, with a collar of plus or minus $2,500,000 (i.e., a range of $46,000,000 to $51,000,000). Working capital adjustments above or below the collar will be settled in cash within ninety (90) days following the Closing Date in accordance with the terms of the Merger Agreement.
5. CONDITIONS PRECEDENT TO FUNDING
The obligation of Stonebridge to fund the Credit Facility on the Closing Date is subject to the satisfaction (or waiver by Stonebridge in its sole discretion) of the conditions precedent summarized in this Section 5 and set forth in detail in Exhibit B (the Conditions Annex). In the event of any inconsistency between this Section 5 and Exhibit B, the provisions of Exhibit B shall control.
5.1 Transaction Conditions
(a) Merger Agreement. The Merger Agreement shall have been executed and delivered by Holdings, Merger Sub, and the Target in form and substance reasonably satisfactory to the Lead Arranger, with terms and conditions consistent in all material respects with those described in the draft of the Merger Agreement provided to Stonebridge on or before the date hereof (the "Specified Merger Agreement"). No material modification, amendment, or waiver of any provision of the Merger Agreement that is materially adverse to the interests of the Lenders under the Credit Facility shall have been made without the prior written consent of the Lead Arranger (such consent not to be unreasonably withheld, conditioned, or delayed). For purposes of this clause, a modification, amendment, or waiver shall be deemed "materially adverse to the interests of the Lenders" if it (i) increases the aggregate merger consideration, (ii) modifies the structure of the Acquisition in a manner that adversely affects the Lenders' lien priority or collateral coverage, (iii) imposes additional conditions to the consummation of the Acquisition that could reasonably be expected to delay the Closing Date beyond the Outside Date, or (iv) modifies the indemnification or escrow provisions in a manner that is materially adverse to the Lenders.
(b) Concurrent Consummation. The Acquisition shall be consummated substantially simultaneously with the initial funding under the Credit Facility in accordance with the terms of the Merger Agreement, without giving effect to any waiver or amendment of any condition precedent set forth in the Merger Agreement that is materially adverse to the interests of the Lenders, unless such waiver or amendment has been consented to by the Lead Arranger.
(c) Merger Consideration. The per-share merger consideration shall be $20.00 per share, and the aggregate equity value of the Target shall be approximately $2,800,000,000. No increase to the merger consideration beyond $20.00 per share shall be permitted without the prior written consent of Stonebridge.
5.2 Equity and Subordinated Debt Conditions
(a) Sponsor Equity Contribution. Holdings shall have received from Ardent Capital Partners III LP, pursuant to the equity commitment letter dated on or about the date hereof (the "Equity Commitment Letter"), an equity contribution in cash of not less than Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000).
(b) Co-Investment Contributions. Holdings shall have received (i) a cash equity co-investment contribution of Two Hundred Million Dollars ($200,000,000) from Northvale Sovereign Holdings Ltd. and (ii) a cash equity co-investment contribution of One Hundred Million Dollars ($100,000,000) from Summit Ridge Capital Partners LP, in each case pursuant to co-investment agreements on terms reasonably satisfactory to the Lead Arranger.
(c) Subordinated Notes. Holdings shall have received aggregate cash proceeds of Three Hundred Million Dollars ($300,000,000) from the issuance of subordinated notes (the "Subordinated Notes") to Crestline Mezzanine Partners II LP, on terms and conditions consistent in all material respects with those described in this Commitment Letter and in the Term Sheet.
(d) Minimum Equity Ratio. The total equity and equity-equivalent contribution to the Acquisition (including the Sponsor equity contribution, the management rollover equity, the co-investment contributions, and the Subordinated Notes proceeds) shall represent not less than approximately 57.1% of total sources (i.e., a minimum equity-to-total capitalization ratio of approximately 57.1%), it being understood that total sources for this purpose include the Term Loan B proceeds and the foregoing equity and equity-equivalent contributions.
(e) Intercreditor Agreement. Stonebridge (in its capacity as the senior representative under the Credit Facility) and Crestline Mezzanine Partners II LP (in its capacity as the subordinated representative under the Subordinated Notes) shall have executed and delivered an intercreditor agreement (the "Intercreditor Agreement") on terms customary for senior/mezzanine intercreditor arrangements and consistent with the terms described in Section 6.16 of this Commitment Letter.
5.3 Regulatory Conditions
All regulatory approvals, clearances, authorizations, consents, and filings required for the lawful consummation of the Acquisition shall have been obtained, made, or given, and all applicable waiting periods shall have expired or been terminated, in each case on terms and conditions that do not include any conditions, restrictions, or requirements (including any divestiture, behavioral remedy, hold-separate arrangement, or other structural or conduct remedy) that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect (as defined in the Merger Agreement). The foregoing regulatory approvals include, without limitation:
(a) clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), including the expiration or early termination of all applicable waiting periods;
(b) clearance or a determination of no jurisdiction by the Committee on Foreign Investment in the United States ("CFIUS") pursuant to Section 721 of the Defense Production Act of 1950, as amended;
(c) approvals or clearances from the Swiss Financial Market Supervisory Authority ("FINMA") and/or the Swiss State Secretariat for Economic Affairs ("SECO"), to the extent applicable;
(d) approval or clearance from the German Federal Cartel Office (Bundeskartellamt), to the extent applicable; and
(e) compliance with the European Union Foreign Subsidies Regulation (Regulation (EU) 2022/2560) ("EU FSR"), including any required notification and the expiration of applicable review periods.
5.4 Documentation Conditions
(a) Definitive Credit Documentation. The Borrower, Holdings, and the Guarantors shall have executed and delivered the definitive Credit Agreement, the Guarantee and Collateral Agreement, and all related credit documentation, in each case on terms and conditions consistent in all material respects with the Term Sheet (Exhibit A) and otherwise reasonably satisfactory to the Lead Arranger. The definitive Credit Agreement shall contain the terms and conditions set forth in the Term Sheet and such other terms as are customary for credit facilities of this type and size.
(b) Closing Certificates and Legal Opinions. The following shall have been delivered to the Administrative Agent:
(i) customary closing certificates executed by authorized officers of the Borrower and Holdings;
(ii) one or more legal opinions of Calderwood & Harkness LLP, as counsel to the Borrower and Holdings, in form and substance customary for transactions of this type, addressing (among other matters) due authorization, execution, enforceability, no conflicts, and perfection of security interests;
(iii) a certificate of the secretary or assistant secretary of each of the Borrower, Holdings, and each Guarantor, certifying as to (A) the organizational documents of such entity, (B) resolutions of the board of directors (or equivalent governing body) authorizing the execution, delivery, and performance of the credit documentation, and (C) the incumbency and specimen signatures of the officers executing the credit documentation on behalf of such entity;
(iv) good-standing certificates (or the equivalent) issued by the Secretary of State of the State of Delaware for each of Holdings, Merger Sub (prior to the effective time of the Merger), Luminex Systems Holdings Inc. (as the surviving corporation), and Luminex Systems Inc., in each case dated not more than thirty (30) days prior to the Closing Date; and
(v) such other certificates, documents, and instruments as the Administrative Agent may reasonably request in connection with the closing.
(c) Solvency Certificate. The Administrative Agent shall have received a solvency certificate, executed by the Chief Financial Officer of the surviving corporation (Luminex Systems Holdings Inc.), certifying that, after giving effect to the consummation of the Acquisition, the incurrence of the Credit Facility, the issuance of the Subordinated Notes, and all other transactions contemplated hereby, the Borrower and its subsidiaries, on a consolidated basis, are Solvent (as such term shall be defined in the Credit Agreement to mean that (i) the fair value of the assets of the Borrower and its subsidiaries on a consolidated basis exceeds their debts and liabilities (subordinated, contingent, or otherwise), (ii) the present fair salable value of the property of the Borrower and its subsidiaries on a consolidated basis is greater than the amount that will be required to pay the probable liability of their debts and other liabilities (subordinated, contingent, or otherwise) as they become absolute and matured, (iii) the Borrower and its subsidiaries on a consolidated basis are able to pay their debts and liabilities (subordinated, contingent, or otherwise) as they become absolute and matured, and (iv) the Borrower and its subsidiaries on a consolidated basis do not have unreasonably small capital with which to conduct their businesses).
(d) Financial Statements. The Administrative Agent shall have received:
(i) the audited consolidated financial statements of the Target and its subsidiaries for the three (3) most recently completed fiscal years (fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024), which financial statements shall have been audited by Hargrove Thornton LLP (lead audit partner: Margaret Dawson) in accordance with generally accepted auditing standards and shall include an unqualified opinion of such independent registered public accounting firm; and
(ii) the unaudited interim consolidated financial statements of the Target and its subsidiaries for any fiscal quarter ended after the date of the most recent audited financial statements and at least sixty (60) days prior to the Closing Date, which shall include a condensed consolidated balance sheet, a condensed consolidated statement of operations, and a condensed consolidated statement of cash flows, in each case prepared in accordance with GAAP (subject to the absence of footnotes and year-end audit adjustments).
(e) Lien Searches and Perfection. The Administrative Agent shall have received the results of recent lien searches in the jurisdictions reasonably requested by the Collateral Agent (including UCC, tax lien, and judgment lien searches in the State of Delaware and each other jurisdiction in which the Borrower, Holdings, or any Guarantor is organized or maintains its principal place of business), and all UCC financing statements and other filings, recordings, and registrations necessary to perfect the security interests granted under the Guarantee and Collateral Agreement shall have been filed or delivered for filing.
5.5 Collateral and Security Conditions
(a) The Collateral Agent shall have received a first-priority perfected security interest and lien (subject only to permitted liens to be agreed upon in the definitive Credit Agreement) on substantially all assets of the surviving corporation (Luminex Systems Holdings Inc., as Borrower) and each of its direct and indirect domestic subsidiaries (including, without limitation, Luminex Systems Inc.), including accounts receivable, inventory, equipment, intellectual property, general intangibles, deposit accounts, investment property, instruments, chattel paper, letter-of-credit rights, commercial tort claims, and all proceeds and products of the foregoing.
(b) The Collateral Agent shall have received a pledge of sixty-five percent (65%) of the voting equity interests (and 100% of the non-voting equity interests, if any) in each first-tier foreign subsidiary of the Borrower and the domestic Guarantors, including Luminex Systems AG, Luminex Systems UK Ltd., Luminex Systems GmbH, and Luminex Systems Pte. Ltd.
(c) Each Guarantor (including Holdings and each existing and subsequently acquired or formed direct and indirect domestic subsidiary of the Borrower) shall have executed and delivered the Guarantee and Collateral Agreement in form and substance satisfactory to the Collateral Agent.
5.6 Insurance
The Administrative Agent shall have received evidence reasonably satisfactory to it that the following insurance coverages are in full force and effect as of the Closing Date:
(a) the representations and warranties insurance policy (the "R&W Insurance Policy") issued by Grandview Specialty Insurance Company, Policy No. GSI-RWI-2025-04821, providing coverage in an aggregate limit of not less than Four Hundred Twenty Million Dollars ($420,000,000), naming the Borrower (or its designee) as the insured party; and
(b) the directors' and officers' tail insurance policy (the "D&O Tail Policy") issued by Palisade Mutual Insurance Co., Policy No. PAL-DO-2025-11473, providing coverage in an aggregate limit of not less than Fifty Million Dollars ($50,000,000) for a period of six (6) years following the Closing Date, covering the pre-closing directors and officers of the Target and its subsidiaries.
5.7 No Material Adverse Effect
Since the date of the Merger Agreement, there shall not have occurred any event, change, effect, development, condition, or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Merger Agreement) with respect to the Target and its subsidiaries, taken as a whole.
5.8 "SunGard" Provisions / Limited Conditionality
The parties acknowledge and agree that the conditions to the initial funding of the Credit Facility on the Closing Date shall be limited to the conditions expressly set forth in this Section 5 and in Exhibit B (the Conditions Annex), and no other conditions to funding shall be implied or imposed. The conditions to funding are intended to reflect, and shall be interpreted consistently with, customary "SunGard" or limited-conditionality provisions for acquisition financings of this type.
Without limiting the generality of the foregoing, the only representations and warranties of the Borrower (or, prior to the Closing Date, of the Target) that shall be conditions to the initial funding of the Credit Facility on the Closing Date are the following "Specified Representations":
(i) organizational existence and good standing;
(ii) corporate power and authority to enter into and perform obligations under the credit documentation;
(iii) due authorization, execution, delivery, and enforceability of the credit documentation;
(iv) no conflict of the credit documentation with the organizational documents of the Borrower or Holdings;
(v) compliance with Federal Reserve margin regulations (Regulations T, U, and X);
(vi) Investment Company Act (the Borrower is not, and after giving effect to the transactions contemplated hereby will not be, an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended);
(vii) compliance with the USA PATRIOT Act, OFAC sanctions, and anti-corruption laws (including the Foreign Corrupt Practices Act and the UK Bribery Act 2010);
(viii) solvency (on a consolidated basis, after giving effect to the Acquisition and related transactions); and
(ix) use of proceeds.
All other representations and warranties set forth in the definitive Credit Agreement (including, without limitation, representations regarding financial statements, litigation, ERISA, taxes, environmental matters, intellectual property, and insurance) shall not be conditions to the initial funding of the Credit Facility on the Closing Date, but shall be conditions to any subsequent borrowings under the Revolving Credit Facility after the Closing Date.
5.9 Fees and Expenses
On or prior to the Closing Date, Holdings shall have paid (or shall substantially simultaneously pay) all fees and expenses required to be paid on or before the Closing Date pursuant to this Commitment Letter and the Fee Letter dated March 8, 2025 between Holdings and Stonebridge, to the extent invoiced at least three (3) business days prior to the Closing Date (except as otherwise agreed by the parties).
6. TERM SHEET — SUMMARY OF TERMS AND CONDITIONS
The summary of terms and conditions for the Credit Facility is set forth on Exhibit A attached hereto and incorporated herein by reference. The Term Sheet sets forth the material terms and conditions upon which the definitive Credit Agreement, Guarantee and Collateral Agreement, and related credit documentation shall be negotiated, prepared, and executed. The terms and conditions set forth in the Term Sheet are intended to be indicative of the principal terms of the definitive credit documentation, and the definitive credit documentation shall contain such additional terms and conditions as are customary for credit facilities of this type, size, and purpose, as reasonably determined by the Lead Arranger in consultation with the Borrower and the Sponsor.
A complete restatement of the Term Sheet is set forth in Exhibit A.
7. CONDITIONS ANNEX
The detailed enumeration of all conditions precedent to the initial funding of the Credit Facility is set forth on Exhibit B attached hereto and incorporated herein by reference. The Conditions Annex includes, without limitation, the Specified Representations (limited conditionality list) and a confirmation that no additional conditions may be imposed beyond those expressly set forth in Exhibit B, consistent with the "SunGard" provisions described in Section 5.8 above.
8. SYNDICATION
8.1 Syndication Process
Stonebridge intends to syndicate portions of the Commitment and the Credit Facility to one or more financial institutions, including Birchwood Capital Finance LLC (anticipated hold of $350,000,000) and Ironvale Credit Fund III LP (anticipated hold of $250,000,000), prior to or promptly following the Closing Date. The Sponsor, Holdings, and the Borrower (or, prior to the Closing Date, the Target) agree to use commercially reasonable efforts to assist Stonebridge in completing a successful syndication of the Credit Facility, including, without limitation:
(a) providing to Stonebridge, on a timely basis, all customary information and financial data regarding the Target and its subsidiaries as may be reasonably requested by Stonebridge or the prospective syndicate lenders, including historical financial statements, financial projections, business plans, operational data, customer and contract information, and other due diligence materials;
(b) making members of the senior management team of the Target (including, without limitation, Dr. Stefan Kessler, Chief Executive Officer, and Annelise Gruber, Chief Financial Officer) available, at reasonable times and upon reasonable notice, for meetings, presentations, and conference calls with prospective syndicate lenders, including one or more "bank meetings" or lender presentations at such times and locations as Stonebridge may reasonably request; and
(c) assisting Stonebridge in the preparation of a confidential information memorandum (the "CIM"), lender presentations, and other marketing materials customarily used in connection with the syndication of credit facilities of this type (which materials shall be subject to review and approval by the Sponsor and Holdings prior to distribution, such approval not to be unreasonably withheld, conditioned, or delayed).
Stonebridge shall have the sole and exclusive right to manage all aspects of the syndication process, including, without limitation, the determination of the timing of the syndication, the structure and pricing of the Credit Facility as offered to prospective syndicate lenders, the selection and approval of syndicate lenders, the titles and roles (if any) to be offered to syndicate lenders, and the allocation of commitments and loans among the syndicate lenders.
8.2 Clear Market
From the date of this Commitment Letter until the earlier of (i) forty-five (45) days after the date hereof and (ii) the date on which Stonebridge notifies Holdings in writing that the primary syndication of the Credit Facility has been successfully completed (the "Clear Market Period"), the Sponsor and Holdings shall not, and shall not permit any of their respective affiliates or the Target or any of the Target's subsidiaries to, directly or indirectly, syndicate, issue, place, arrange, or market any debt securities, debt facilities, or preferred equity securities of or guaranteed by the Target, Holdings, or any of their respective subsidiaries, without the prior written consent of Stonebridge. The foregoing restriction shall not apply to the issuance of the Subordinated Notes to Crestline Mezzanine Partners II LP in an aggregate principal amount of $300,000,000 on the terms described herein and in the Term Sheet, or to any trade payables, capital leases, or other ordinary-course financing arrangements that do not constitute funded indebtedness for borrowed money.
8.3 No Reduction of Commitment
Notwithstanding anything to the contrary contained herein or in the Term Sheet, Stonebridge's Commitment hereunder shall not be reduced, terminated, or otherwise affected by the syndication process or by any failure to complete the syndication. Stonebridge shall remain committed for the full amount of the Commitment (i.e., $1,400,000,000) and shall be obligated to fund the full amount of the Credit Facility on the Closing Date (subject to the satisfaction or waiver of the conditions precedent set forth herein and in the Conditions Annex), regardless of whether any portion of the Credit Facility has been syndicated to co-lenders.
9. FEES
Reference is hereby made to the separate fee letter dated March 8, 2025 between Ardent Apex Holdings Inc. and Stonebridge Credit Partners LLC (the "Fee Letter"), which sets forth certain fees payable by Holdings to Stonebridge in connection with the Credit Facility. The fees described in the Fee Letter include, without limitation:
(a) an arrangement fee payable to Stonebridge in its capacity as Lead Arranger;
(b) a commitment fee on the undrawn portion of the Revolving Credit Facility, payable quarterly in arrears;
(c) an annual administrative agent fee payable to Stonebridge in its capacity as Administrative Agent;
(d) an upfront fee / original issue discount ("OID") of 1.00% of the aggregate principal amount of the Term Loan B (equating to Twelve Million Dollars ($12,000,000)), resulting in net proceeds to the Borrower of $1,188,000,000; and
(e) such other fees as are set forth in the Fee Letter.
The aggregate estimated debt financing fees (including OID and arrangement fees) are approximately Twenty-Four Million Dollars ($24,000,000). All fees shall be payable in accordance with the terms and timing set forth in the Fee Letter. The terms and conditions of the Fee Letter are confidential and are incorporated herein by reference. In the event of any conflict between the terms of the Fee Letter and this Commitment Letter with respect to fees, the Fee Letter shall control.
10. INFORMATION AND CONFIDENTIALITY
10.1 Information
The Sponsor, Holdings, and the Borrower (or, prior to the Closing Date, the Target) shall provide to Stonebridge all information reasonably requested by Stonebridge in connection with the Credit Facility, the syndication thereof, and the transactions contemplated hereby, including, without limitation, financial projections, business plans, due diligence materials, and information regarding the Target, its subsidiaries, and their respective businesses, operations, financial condition, and prospects.
The Sponsor represents and warrants to Stonebridge that all written information (other than projections, estimates, budgets, and other forward-looking statements, and information of a general economic or industry-specific nature) that has been or will be furnished by or on behalf of the Sponsor, Holdings, or the Target to Stonebridge in connection with this Commitment Letter and the transactions contemplated hereby (the "Information") is and will be, when furnished and taken as a whole, complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances under which such statements were made (after giving effect to all supplements and updates thereto). The Sponsor acknowledges that Stonebridge will be relying on the accuracy of the Information without independent verification and that the accuracy thereof is a significant consideration in Stonebridge's decision to enter into this Commitment Letter.
With respect to any projections, estimates, budgets, and other forward-looking statements furnished to Stonebridge, the Sponsor represents only that such projections, estimates, budgets, and forward-looking statements have been prepared in good faith based upon assumptions believed to be reasonable at the time of preparation, it being understood that such projections and forward-looking statements are subject to significant uncertainties and contingencies, many of which are beyond the control of the Sponsor or the Target, and that no assurance can be given that any such projections or forward-looking statements will be realized.
10.2 Confidentiality
Stonebridge agrees to maintain the confidentiality of all Confidential Information (as defined below) provided by or on behalf of the Sponsor, Holdings, the Borrower, the Target, or any of their respective subsidiaries, affiliates, directors, officers, employees, agents, or advisors in connection with this Commitment Letter and the Credit Facility, and not to disclose such Confidential Information to any third party, except as expressly permitted herein. "Confidential Information" means all non-public information, whether written, oral, or electronic, provided to Stonebridge by or on behalf of the foregoing parties in connection with this Commitment Letter, the Credit Facility, or the Acquisition.
Notwithstanding the foregoing, Stonebridge may disclose Confidential Information:
(a) to its affiliates, partners, members, directors, officers, employees, agents, accountants, auditors, legal counsel, and other professional advisors, in each case on a need-to-know basis and subject to such persons being informed of the confidential nature of the information and being bound by customary confidentiality obligations;
(b) to actual or prospective assignees, participants, co-lenders, or other transferees of the Credit Facility or any interest therein (including Birchwood Capital Finance LLC and Ironvale Credit Fund III LP), provided that such recipients shall have entered into customary confidentiality agreements or "click-through" confidentiality undertakings prior to receiving such Confidential Information;
(c) as required by applicable law, regulation, judicial or administrative process, or governmental or regulatory request (including in connection with any examination or audit by a regulatory authority), provided that Stonebridge shall, to the extent permitted by law and practicable, provide prompt notice to the Sponsor of any such required disclosure;
(d) to the extent such information (i) becomes publicly available other than as a result of a breach of this Commitment Letter, (ii) was already in Stonebridge's possession prior to receipt from the disclosing party (other than information received on a confidential basis from a source that Stonebridge reasonably believes was not prohibited from disclosing such information), or (iii) becomes available to Stonebridge on a non-confidential basis from a source other than the disclosing party that Stonebridge reasonably believes is not prohibited from disclosing such information; and
(e) to the extent such disclosure is reasonably necessary in connection with the exercise of any remedies under this Commitment Letter or any dispute relating hereto.
Notwithstanding the confidentiality obligations set forth above, Stonebridge may disclose the existence and general terms (but not the specific pricing or fee terms set forth in the Fee Letter) of the Commitment to actual and prospective syndicate lenders in connection with the syndication of the Credit Facility, subject to the execution of customary confidentiality agreements by such prospective syndicate lenders.
11. INDEMNIFICATION AND EXPENSES
11.1 Indemnification
The Sponsor and Holdings shall, jointly and severally, indemnify, defend, and hold harmless Stonebridge and each of its affiliates, and their respective partners, members, directors, officers, employees, agents, advisors, consultants, and controlling persons (each, an "Indemnified Person"), from and against any and all losses, claims, damages, liabilities, penalties, judgments, settlements, costs, and expenses (including, without limitation, reasonable and documented fees, disbursements, and other charges of counsel) (collectively, "Losses") arising out of, resulting from, or in any way relating to this Commitment Letter, the Fee Letter, the Credit Facility, the syndication thereof, the Acquisition, or any transactions contemplated hereby or thereby, or any claim, action, suit, investigation, or proceeding (whether or not any Indemnified Person is a party thereto and whether or not such claim, action, suit, investigation, or proceeding is initiated or brought by or on behalf of the Sponsor, Holdings, the Borrower, the Target, or any of their respective affiliates) relating to any of the foregoing; provided, however, that no Indemnified Person shall be indemnified hereunder to the extent that any such Losses are determined by a court of competent jurisdiction in a final, non-appealable judgment to have resulted from (i) the gross negligence, (ii) the bad faith, or (iii) the willful misconduct of such Indemnified Person.
The indemnification obligations set forth in this Section 11.1 are in addition to, and not in limitation of, any other indemnification obligations of the Sponsor, Holdings, or the Borrower that may be set forth in the definitive Credit Agreement or other credit documentation. No Indemnified Person shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications, or other information transmission systems (including the Internet) that are intercepted by such unauthorized persons, except to the extent resulting from the gross negligence, bad faith, or willful misconduct of such Indemnified Person.
11.2 Expenses
Whether or not the Acquisition is consummated, the Credit Facility is funded, or any of the transactions contemplated hereby are completed, the Sponsor and Holdings shall, jointly and severally, reimburse Stonebridge promptly upon demand for all reasonable and documented out-of-pocket costs and expenses incurred by Stonebridge and its affiliates in connection with this Commitment Letter, the Fee Letter, the Credit Facility, the syndication thereof, and the transactions contemplated hereby, including, without limitation:
(a) the fees and disbursements of Stonebridge's legal counsel (including Wovington & Morrissey LLP, as primary outside counsel to Stonebridge, and such local counsel as may be retained in connection with the perfection of security interests in relevant jurisdictions);
(b) due diligence costs and expenses, including any third-party consultant fees;
(c) travel and out-of-pocket expenses incurred in connection with lender meetings, bank meetings, due diligence visits, and related activities;
(d) filing, recording, and search fees and expenses incurred in connection with the perfection of security interests;
(e) costs and expenses incurred in connection with the preparation, execution, and delivery of the definitive Credit Agreement, Guarantee and Collateral Agreement, Intercreditor Agreement, and related credit documentation; and
(f) syndication-related costs and expenses, including the costs of preparing, printing, and distributing the confidential information memorandum and other marketing materials.
The obligation to reimburse expenses under this Section 11.2 shall survive the termination of this Commitment Letter and the expiration or termination of the Commitment.
12. LIMITATION OF LIABILITY
Notwithstanding anything to the contrary contained in this Commitment Letter, no party hereto shall be liable to any other party or to any Indemnified Person for any indirect, special, punitive, exemplary, or consequential damages (including, without limitation, any loss of profits, business, or anticipated savings) in connection with this Commitment Letter, the Fee Letter, the Credit Facility, or any of the transactions contemplated hereby or thereby, regardless of whether such damages are based on contract, tort, strict liability, or any other theory, and regardless of whether such party has been advised of the possibility of such damages.
In addition, Stonebridge's aggregate liability to the Sponsor, Holdings, the Borrower, or any other person under or in connection with this Commitment Letter (including, without limitation, for any breach of Stonebridge's obligation to fund the Credit Facility) shall in no event exceed the aggregate amount of fees actually received by Stonebridge under the Fee Letter.
13. TERMINATION
13.1 Expiration of Commitment
The Commitment and all agreements of Stonebridge contained in this Commitment Letter (other than those provisions that expressly survive termination as set forth in Section 13.2) shall automatically and immediately terminate, without any further action or notice by any party, upon the earliest to occur of:
(a) the consummation of the Acquisition and the initial funding of the Credit Facility on the Closing Date;
(b) the termination of the Merger Agreement in accordance with its terms (including, without limitation, upon the payment of any applicable termination fee or reverse termination fee);
(c) 5:00 p.m. (New York City time) on September 10, 2025 (the "Outside Date"); provided that the Outside Date shall be automatically extended to December 10, 2025 if, as of September 10, 2025, the sole condition to closing of the Acquisition remaining unsatisfied (other than those conditions that by their nature are to be satisfied at or substantially simultaneously with the closing) is the receipt of one or more of the regulatory approvals described in Section 5.3;
(d) the date on which the Sponsor or Holdings delivers written notice to Stonebridge that the Sponsor has determined to abandon the Acquisition, which notice shall be effective upon receipt by Stonebridge; and
(e) the consummation of the Acquisition without the use of the Credit Facility or any portion thereof (including in circumstances where alternative financing is obtained in lieu of the Credit Facility).
Upon any termination of the Commitment pursuant to this Section 13.1, all obligations of Stonebridge to provide, arrange, or fund the Credit Facility or any portion thereof shall cease, and no party shall have any further obligations hereunder, except as expressly provided in Section 13.2.
13.2 Survival
The provisions of Section 10 (Information and Confidentiality), Section 11 (Indemnification and Expenses), Section 12 (Limitation of Liability), and Section 14 (Governing Law and Jurisdiction) shall survive the termination of this Commitment Letter and the expiration or termination of the Commitment and shall remain in full force and effect, in accordance with their respective terms, regardless of the reason for such termination.
14. GOVERNING LAW AND JURISDICTION
This Commitment Letter (and any claims, controversies, disputes, or causes of action arising hereunder or relating hereto, whether based on contract, tort, or otherwise) shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction (other than Section 5-1401 of the New York General Obligations Law, which shall apply).
Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in the Borough of Manhattan, City and State of New York, and any appellate courts from any thereof, in any action, suit, or proceeding arising out of or relating to this Commitment Letter, the Fee Letter, or the transactions contemplated hereby or thereby, and each party irrevocably and unconditionally waives any objection to the laying of venue in any such court, including any objection based on the doctrine of forum non conveniens.
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE FEE LETTER, THE CREDIT FACILITY, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
15. MISCELLANEOUS
15.1 Assignments
Neither this Commitment Letter nor any rights, interests, or obligations hereunder may be assigned, delegated, or transferred by the Sponsor, Holdings, or the Borrower (or any successor thereto) to any other person without the prior written consent of Stonebridge, and any attempted assignment, delegation, or transfer without such consent shall be null and void.
Stonebridge may assign its Commitment hereunder, in whole or in part, to any of its affiliates or to co-lenders in connection with the syndication of the Credit Facility as described in Section 8 hereof; provided, however, that no such assignment shall relieve Stonebridge of its obligations hereunder, and Stonebridge shall remain responsible for the full amount of the Commitment until the Credit Facility has been funded on the Closing Date in accordance with the terms hereof.
15.2 Amendments and Waivers
No amendment, modification, supplement, or waiver of any provision of this Commitment Letter, and no consent to any departure by any party herefrom, shall be effective unless set forth in a written instrument signed by each of the parties hereto, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.
15.3 Counterparts
This Commitment Letter may be executed in any number of counterparts (including by means of electronic transmission in portable document format (PDF) or by other electronic means), each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Commitment Letter by electronic transmission (including PDF) shall be effective as delivery of an originally executed counterpart of this Commitment Letter.
15.4 Entire Agreement
This Commitment Letter (together with the Fee Letter, Exhibit A (Term Sheet), and Exhibit B (Conditions Annex)) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral, among the parties relating to the subject matter hereof. There are no representations, warranties, promises, or undertakings by any party hereto with respect to the subject matter hereof other than those expressly set forth or referred to herein.
15.5 No Third-Party Beneficiaries
This Commitment Letter is entered into for the sole benefit of the parties hereto and their respective permitted successors and assigns, and nothing contained herein, whether express or implied, is intended to confer upon any other person (other than the Indemnified Persons to the extent of their rights under Section 11) any rights, benefits, or remedies of any nature whatsoever under or by reason of this Commitment Letter.
15.6 PATRIOT Act / Beneficial Ownership
Stonebridge hereby notifies Holdings and the Sponsor that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56, as amended) (the "PATRIOT Act") and the Beneficial Ownership Regulation (31 C.F.R. § 1010.230) (the "Beneficial Ownership Regulation"), Stonebridge is required to obtain, verify, and record information that identifies each prospective borrower, guarantor, and other credit party, which information includes the legal name, address, tax identification number, date of organization, and other information that will allow Stonebridge to identify such person in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. Holdings and the Sponsor agree to provide, and to cause the Borrower and each Guarantor to provide, all such information as may be reasonably requested by Stonebridge in connection with such requirements. The Sponsor and Holdings acknowledge that Stonebridge may also be required to obtain a certification regarding beneficial ownership of the Borrower, Holdings, and each Guarantor in accordance with the Beneficial Ownership Regulation, and agree to cooperate in providing such certifications on a timely basis.
16. ACCEPTANCE AND EXECUTION
If the foregoing accurately reflects the agreement and understanding of the parties hereto, please indicate your acceptance of the terms and conditions of this Commitment Letter by executing and returning to Stonebridge a counterpart of this Commitment Letter (including Exhibit A and Exhibit B) no later than 5:00 p.m. (New York City time) on March 22, 2025. If this Commitment Letter is not so accepted by such time, the commitment and the agreements of Stonebridge hereunder shall automatically terminate unless extended in writing by Stonebridge.