[sheet: Transaction Summary]
Item | Detail
Matter No. | 1010-00001
Date | August 16, 2024
Prepared by | Sophie Tremblay, Associate
Reviewed by | Marcus Leung, Associate
Approved by | Claudia Merritt, Partner
Borrower | Arbor Health Technologies Inc. (DE corp.; Nasdaq: AHTI)
Borrower Address | 400 Beacon Ridge Parkway, Suite 800, Waltham, MA 02451
Borrower EIN | 88-3164720
Borrower Delaware File No. | 7284619
CEO | Dr. Priya Narayan
CFO | Evan Strickland
General Counsel & Corp. Secretary | Gerald Fong
Guarantor 1 | Arbor Health Holdings LLC (DE LLC; EIN 88-4271835)
Guarantor 2 | Arbor Health Platform Services Inc. (DE corp.; EIN 92-1058467)
Lender | Pinnacle Trust Bank, N.A.
Lender Address | 600 Lexington Avenue, 22nd Floor, New York, NY 10022
Lender Contact | Derek Calloway, Vice President, Healthcare Finance Group
Lender Signatory | Renata Voss, Managing Director, Healthcare Finance Group
Lender RSSD ID | 1048273
Borrower's Counsel | Calderwood & Harkness LLP (Claudia Merritt, Ian Blackwood, Marcus Leung, Sophie Tremblay)
Borrower's Counsel Address | One Liberty Plaza, 44th Floor, New York, NY 10006
Lender's Counsel | Whitfield Gage & Associates LLP (Catherine Whitfield, Jordan Pace)
Lender's Counsel Address | 787 Seventh Avenue, 30th Floor, New York, NY 10019
General Outside Counsel | Hargrove & Patten LLP (Lucinda Hargrove)
General Outside Counsel Address | 200 Clarendon Street, Suite 3400, Boston, MA 02116
Financial Advisor | Reedmore Capital Partners LLC (Thomas Okoro)
Financial Advisor Address | 375 Park Avenue, Suite 2201, New York, NY 10152
Independent Auditor | Greystone Audit Group LLP (Danielle Chow)
UCC Filing Agent | Meridian Filing Services Inc.
Transfer Agent | Continental Registrar & Trust Co.
Facility Type | Senior Secured Bridge Loan (term loan, single draw)
Commitment Amount | $25,000,000
Drawn Amount at Closing | $25,000,000 (fully drawn)
Interest Rate | Adjusted Term SOFR + 475 bps; SOFR floor of 1.00%
1-Mo Term SOFR (Aug 16, 2024) | 5.34%
SOFR Adjustment | 0.10%
All-In Rate at Signing | 10.19% (5.34% + 0.10% + 4.75%)
Default Rate | Applicable Rate + 200 bps (SOFR + 675 bps)
Interest Payment | Quarterly in arrears — last business day of each fiscal quarter
Origination Fee | $125,000 (0.50% × $25,000,000)
Maturity Date | February 16, 2026 (18 months from closing)
Signing & Closing | August 16, 2024 (sign-and-close)
Governing Law | State of New York
Security | First-priority lien on substantially all assets of Borrower and Guarantors
Financial Covenants | Min. liquidity $15M (monthly); max. net leverage 3.50x (quarterly); min. FCCR 1.25x (quarterly)
Mandatory Prepayment | 100% from Permanent Facility; 100% from asset sales >$5M indiv./$10M agg.; 75% from equity issuances (excl. comp plans up to $3M/yr)
Voluntary Prepayment | At par, no premium/penalty; subject to SOFR breakage costs; min. $1,000,000
First Interest Payment Due | September 30, 2024
Post-Closing Deadline | August 30, 2024
[sheet: Closing Deliverables]
No. | Document | Responsible Party | Status | Date Delivered / Notes
1 | Bridge Loan Agreement (execution version) | C&H / WGA | ✔ Executed | Executed August 16, 2024; signed by Evan Strickland (AHT) and Renata Voss (Pinnacle Trust)
2 | Guaranty Agreement (execution version) | C&H | ✔ Executed | Executed August 16, 2024; signed by Evan Strickland for each Guarantor; acknowledged by Renata Voss
3 | Security Agreement (execution version) | C&H | ✔ Executed | Executed August 16, 2024; signed by Evan Strickland for Grantors and Derek Calloway for Lender
4 | Borrower's Counsel Legal Opinion | C&H (Claudia Merritt) | ✔ Delivered | Delivered August 16, 2024 to Pinnacle Trust Bank, N.A. per Section 5.01(b)
5 | Secretary's Certificate of Borrower (with Exhibits A–D) | AHT / H&P | ✔ Delivered | Executed by Gerald Fong; Exhibits: (A) Certificate of Incorporation, (B) Bylaws, (C) Board resolutions adopted August 2, 2024, (D) Good standing certs (DE File No. 7284619 & MA, both dated 8/14/2024)
6 | Officer's Closing Certificate | AHT (CFO — Evan Strickland) | ✔ Delivered | Delivered August 16, 2024 per Section 5.01(d); certifies reps & warranties, no default, financial covenant compliance (liquidity ~$72M, net leverage 0.18x, FCCR 3.76x), solvency
7 | Borrowing Request / Funding Notice | AHT (CFO — Evan Strickland) | ✔ Delivered | Delivered August 16, 2024; requests $25,000,000 drawdown to Pinnacle Trust Acct ****8417
8 | Perfection Certificate | C&H / AHT | ✔ Delivered | Delivered August 16, 2024; discloses entity info, collateral locations, deposit accounts, existing liens, IP schedule
9 | Good Standing Certificates — DE (each Loan Party: AHT, AH Holdings, AH Platform) | AHT / H&P | ✔ Delivered | Dated August 14, 2024; Delaware Secretary of State
10 | Good Standing Certificate — MA (Borrower) | AHT / H&P | ✔ Delivered | Dated August 14, 2024; Secretary of the Commonwealth of Massachusetts
11 | UCC, Tax Lien, Judgment Search Reports (DE) | Meridian Filing Services Inc. | ✔ Received | Dated August 12, 2024; results satisfactory; one existing filing noted: Frontier Leasing Corp. Filing No. 2023-2811490 (leased equipment ~$380K, Permitted Lien)
12 | Evidence of Insurance | AHT | ✔ Received | Insurance certificates with financially sound carriers; satisfactory to Lender
13 | Payment of Origination Fee ($125,000) | AHT | ✔ Wire confirmed | 0.50% × $25,000,000 = $125,000; paid at closing
14 | Payment of Lender's Counsel Fees (est. $118,500) | AHT | ✔ Wire confirmed | Paid to Whitfield Gage & Associates LLP Client Trust Acct; within $125,000 cap
15 | Payment of Reedmore Advisory Fee ($150,000) | AHT | ✔ Wire confirmed | Flat fee paid to Reedmore Capital Partners LLC at closing
16 | Funding Wire ($25,000,000) | Pinnacle Trust Bank, N.A. | ✔ Wire confirmed | Ref: PTB-2024-08162841; disbursed to AHT Acct ****8417 at Pinnacle Trust
[sheet: Post-Closing Items]
No. | Item Description | Responsible Party | Deadline | Status | Notes
PC-1 | UCC-1 Financing Statement filing — DE Secretary of State | Meridian Filing Services Inc. | 8/19/2024 | ✔ Filed | Filing No. 2024-3847261; filed August 19, 2024 with Delaware Secretary of State
PC-2 | Deposit Account Control Agreement — Ridgefield National Bank (Acct ****5694, Money Market / Reserves) | C&H / AHT | 8/30/2024 | ☐ Pending | Draft DACA circulated to Ridgefield's counsel (Arden & Lowe LLP, attn: Patricia Neville); execution expected by 8/27/2024
PC-3 | Deposit Account Control Agreement — Ridgefield National Bank (Acct ****7782, Concentration Account) | C&H / AHT | 8/30/2024 | ☐ Pending | Being negotiated concurrently with PC-2
PC-4 | Landlord Waiver — Beacon Ridge Realty Partners LLC (400 Beacon Ridge Pkwy, Suite 800, Waltham, MA 02451) | AHT / H&P (Lucinda Hargrove) | 8/30/2024 | ☐ Pending | H&P coordinating with landlord's property manager; Lender's form waiver transmitted
PC-5 | Landlord Waiver — Keystone Corporate Properties LP (1100 Commerce Blvd, Suite 200, King of Prussia, PA 19406) | AHT / H&P | 8/30/2024 | ☐ Pending | Lease permits assignment of personalty liens; landlord consent expected pro forma
PC-6 | Landlord Waiver — Cumberland Office Holdings Inc. (250 Healthway Dr, Suite 1400, Nashville, TN 37203) | AHT / H&P | 8/30/2024 | ☐ Pending | Smaller facility; Lender has indicated flexibility if waiver not obtained by deadline, provided reasonable extension negotiated
PC-7 | IP Security Agreement — Recordation with USPTO | C&H | 8/30/2024 | ☐ Pending | Short-form trademark and patent security agreements covering Reg. Nos. 6,481,723, 6,481,724, 6,592,108 (trademarks: ARBOR HEALTH word mark, ARBOR HEALTH & Design, ARBORFLOW) and U.S. Patent No. 11,284,671 and App. No. 17/893,214; filing expected 8/26/2024
PC-8 | IP Security Agreement — Recordation with USCO | C&H | 8/30/2024 | ☐ Pending | Short-form copyright security agreement covering Reg. No. TXu 2-341-877 (ARBORFLOW Platform software code); filing expected 8/26/2024
PC-9 | Pledged Stock Certificates and Stock Powers (AH Holdings, AH Platform, MedBridge, Cortland) | AHT / C&H | 8/30/2024 | ☐ Pending | Original certificates for: (i) 100% membership interests in Arbor Health Holdings LLC, (ii) 100% shares of Arbor Health Platform Services Inc., (iii) 100% membership interests in MedBridge Workflow Solutions LLC, (iv) 100% shares of Cortland Surgical Systems, Inc.; with undated stock powers/transfer instruments endorsed in blank; Evan Strickland's office assembling; expected delivery to C&H by 8/28/2024
[sheet: Wire Transfer Summary]
Description | Amount | From | To | Reference
Bridge Loan Funding | $25,000,000.00 | Pinnacle Trust Bank, N.A. | AHT — Pinnacle Trust Acct ****8417 | PTB-2024-08162841
Origination Fee | $125,000.00 | AHT — Pinnacle Trust Acct ****8417 | Pinnacle Trust Bank, N.A. — internal | PTB-FEE-0816
Lender's Counsel Fees | $118,500.00 | AHT — Pinnacle Trust Acct ****8417 | Whitfield Gage & Associates LLP — Client Trust Acct | WGA-INV-20240816
Reedmore Advisory Fee | $150,000.00 | AHT — Pinnacle Trust Acct ****8417 | Reedmore Capital Partners LLC — Operating Acct | RCP-AHT-2024
Total Closing Payments (excl. loan funding) | $393,500.00 | = $125,000 + $118,500 + $150,000
[sheet: Signature Pages]
Document | Signatory | Organization | Execution Method | Wet-Ink Original Status
Bridge Loan Agreement | Evan Strickland, CFO | Arbor Health Technologies Inc. | Brightwater Software — August 16, 2024 | Wet-ink original to follow within 5 Business Days
Bridge Loan Agreement | Renata Voss, Managing Director | Pinnacle Trust Bank, N.A. | Brightwater Software — August 16, 2024 | Wet-ink original to follow within 5 Business Days
Guaranty Agreement | Evan Strickland, Authorized Representative | Arbor Health Holdings LLC | Brightwater Software — August 16, 2024 | Wet-ink original to follow within 5 Business Days
Guaranty Agreement | Evan Strickland, Vice President and Treasurer | Arbor Health Platform Services Inc. | Brightwater Software — August 16, 2024 | Wet-ink original to follow within 5 Business Days
Guaranty Agreement (Acknowledgment) | Renata Voss, Managing Director | Pinnacle Trust Bank, N.A. | Brightwater Software — August 16, 2024 | Wet-ink original to follow within 5 Business Days
Security Agreement | Evan Strickland, CFO | Arbor Health Technologies Inc. | Brightwater Software — August 16, 2024 | Wet-ink original to follow within 5 Business Days
Security Agreement | Evan Strickland, Authorized Representative | Arbor Health Holdings LLC | Brightwater Software — August 16, 2024 | Wet-ink original to follow within 5 Business Days
Security Agreement | Evan Strickland, Vice President and Treasurer | Arbor Health Platform Services Inc. | Brightwater Software — August 16, 2024 | Wet-ink original to follow within 5 Business Days
Security Agreement | Derek Calloway, Vice President | Pinnacle Trust Bank, N.A. | Brightwater Software — August 16, 2024 | Wet-ink original to follow within 5 Business Days
Secretary's Certificate | Gerald Fong, GC & Corp. Secretary | Arbor Health Technologies Inc. | Wet-ink original | Received
Secretary's Certificate (Counter-certification) | Evan Strickland, CFO | Arbor Health Technologies Inc. | Wet-ink original | Received
Officer's Closing Certificate | Evan Strickland, CFO | Arbor Health Technologies Inc. | Wet-ink original | Received
Borrowing Request / Funding Notice | Evan Strickland, CFO | Arbor Health Technologies Inc. | Wet-ink original | Received
Perfection Certificate | Gerald Fong, GC & Corp. Secretary | Arbor Health Technologies Inc. | Wet-ink original | Received
Perfection Certificate | Evan Strickland, Authorized Representative | Arbor Health Holdings LLC | Wet-ink original | Received
Perfection Certificate | Evan Strickland, Vice President and Treasurer | Arbor Health Platform Services Inc. | Wet-ink original | Received
Borrower's Counsel Legal Opinion | Claudia Merritt, Partner | Calderwood & Harkness LLP | Wet-ink original | Received
[sheet: Distribution List]
No. | Recipient Name | Organization | Role | Address / Email | Format
1 | Gerald Fong | Arbor Health Technologies Inc. | General Counsel & Corporate Secretary | 400 Beacon Ridge Parkway, Suite 800, Waltham, MA 02451 / gfong@arborhealth.com | Electronic + Hard Copy
2 | Derek Calloway | Pinnacle Trust Bank, N.A. | Vice President, Healthcare Finance Group | 600 Lexington Avenue, 22nd Floor, New York, NY 10022 / dcalloway@pinnacletrust.com | Electronic + Hard Copy
3 | Catherine Whitfield / Jordan Pace | Whitfield Gage & Associates LLP | Lender's Counsel | 787 Seventh Avenue, 30th Floor, New York, NY 10019 / cwhitfield@whitfieldgage.com | Electronic + Hard Copy
4 | Lucinda Hargrove | Hargrove & Patten LLP | General Outside Counsel to AHT | 200 Clarendon Street, Suite 3400, Boston, MA 02116 / lhargrove@hargrovepatten.com | Electronic + Hard Copy
5 | Claudia Merritt / Marcus Leung | Calderwood & Harkness LLP | Borrower's Counsel (file copy) | One Liberty Plaza, 44th Floor, New York, NY 10006 / cmerritt@calderwoodharkness.com | Electronic + Hard Copy