[sheet: Overallotment Closing Checklist]
Item No. | Category | Document / Deliverable Description | Responsible Party | Due Date | Delivery Date | Status | Notes / Comments
1 | Transaction Overview | Overallotment Closing Summary: Exercise of overallotment option in full by the underwriters for 3,000,000 additional shares of common stock, par value $0.001 per share, of Arbor Health Technologies Inc. at $20.00 per share ($18.80 net of $1.20/share underwriting discount). Gross proceeds: $60,000,000. Net proceeds to Company: $56,400,000. Overallotment option exercised February 27, 2024. Settlement date: March 1, 2024. NYSE ticker: ARHT. SEC File No. 333-276841. | All Parties | March 1, 2024 | March 1, 2024 | Received | Total post-IPO shares outstanding after overallotment: 103,000,000 (80,000,000 pre-IPO + 20,000,000 base + 3,000,000 overallotment). Total gross proceeds (base + overallotment): $460,000,000. Total underwriting discount: $27,600,000.
2 | Underwriter Notice | Written notice from Whitfield Barrow & Co., LLC, as Representative of the several underwriters, exercising the overallotment option in full for 3,000,000 shares pursuant to Section 2 of the Underwriting Agreement dated February 8, 2024 | Whitfield Barrow & Co., LLC (Jonathan Pritchett / Sarah Langley-Kwan) | February 27, 2024 | February 27, 2024 | Received | Option exercised in full on February 27, 2024; notice received by AHT and Calderwood & Harkness LLP
3 | Board Authorization | Board Resolutions of Arbor Health Technologies Inc. dated February 27, 2024, authorizing the issuance of 3,000,000 additional shares of common stock upon exercise of the overallotment option | Calderwood & Harkness LLP (Eric Johannsen) / Rachel Moynihan (AHT General Counsel & Corporate Secretary) | February 27, 2024 | February 27, 2024 | Received | Resolutions adopted by unanimous written consent of the Board
4 | Officers' Certificate | Officers' Certificate of Dr. Nathaniel Rourke (CEO) and David Halderman (CFO) delivered pursuant to Section 7(d) of the Underwriting Agreement, dated March 1, 2024, certifying accuracy of representations and warranties, compliance with covenants, and absence of material adverse effect as of the overallotment closing date | Arbor Health Technologies Inc. (Dr. Nathaniel Rourke / David Halderman) / Calderwood & Harkness LLP | March 1, 2024 | March 1, 2024 | Received | Bring-down certificate; substantially identical in form to base closing officers' certificate dated February 13, 2024
5 | Secretary's Certificate | Bring-down Secretary's Certificate of Rachel Moynihan, General Counsel & Corporate Secretary of Arbor Health Technologies Inc., dated March 1, 2024, certifying continued effectiveness of A&R Certificate of Incorporation, A&R Bylaws, and attaching Board resolutions authorizing overallotment share issuance | Rachel Moynihan (AHT) / Calderwood & Harkness LLP | March 1, 2024 | March 1, 2024 | Received | Attaches certified copies of overallotment Board resolutions dated February 27, 2024
6 | Legal Opinions — Issuer's Counsel | Bring-down legal opinion of Calderwood & Harkness LLP addressed to the underwriters, dated March 1, 2024, confirming that the 3,000,000 overallotment shares, when issued and delivered against payment, will be validly issued, fully paid, and non-assessable under the General Corporation Law of the State of Delaware | Calderwood & Harkness LLP (Theodore Langston) | March 1, 2024 | March 1, 2024 | Received | Bring-down of validity opinion delivered at base closing (February 13, 2024)
7 | Legal Opinions — Issuer's Counsel | Bring-down negative assurance letter (10b-5 letter) from Calderwood & Harkness LLP addressed to the underwriters, dated March 1, 2024, stating that nothing has come to the firm's attention causing it to believe the Registration Statement or Prospectus (as amended and supplemented, including the Prospectus Supplement reflecting overallotment exercise) contained an untrue statement of material fact or omitted a material fact | Calderwood & Harkness LLP (Theodore Langston) | March 1, 2024 | March 1, 2024 | Received | Bring-down of 10b-5 letter delivered at base closing
8 | Legal Opinions — Issuer's Counsel | Bring-down opinion of Calderwood & Harkness LLP regarding corporate existence and good standing of Arbor Health Technologies Inc. under Delaware law, dated March 1, 2024 | Calderwood & Harkness LLP (Theodore Langston) | March 1, 2024 | March 1, 2024 | Received | Bring-down of Delaware law opinion delivered at base closing
9 | Legal Opinions — Underwriters' Counsel | Bring-down legal opinion of Meridian Hale & Quivorn LLP addressed to the underwriters, dated March 1, 2024 | Meridian Hale & Quivorn LLP (Graham Neville / Kathryn Brennan) | March 1, 2024 | March 1, 2024 | Received | Bring-down of underwriters' counsel opinion delivered at base closing
10 | Legal Opinions — Underwriters' Counsel | Bring-down negative assurance letter from Meridian Hale & Quivorn LLP addressed to the underwriters, dated March 1, 2024 | Meridian Hale & Quivorn LLP (Graham Neville) | March 1, 2024 | March 1, 2024 | Received | Bring-down of Meridian Hale 10b-5 letter
11 | Comfort Letters | Overallotment bring-down comfort letter from Kellerman & Associates LLP (independent registered public accounting firm) addressed to the underwriters, dated March 1, 2024, updating the pricing-date comfort letter (February 8, 2024) and base closing bring-down comfort letter (February 13, 2024) and confirming no material changes in specified financial items through the bring-down cut-off date | Kellerman & Associates LLP (Richard Olander / Sonia Melendez) | March 1, 2024 | March 1, 2024 | Received | Third comfort letter in sequence: (1) pricing date Feb 8, (2) base closing Feb 13, (3) overallotment closing Mar 1
12 | Good Standing Certificates | Updated certificate of good standing for Arbor Health Technologies Inc. from the Delaware Secretary of State, dated within 5 business days of March 1, 2024 | Calderwood & Harkness LLP (Claire Dempsey) | March 1, 2024 | February 28, 2024 | Received | Telephonic or electronic confirmation acceptable if written certificate pending
13 | Good Standing Certificates | Updated certificate of good standing for Arbor Health Technologies Inc. from the Massachusetts Secretary of the Commonwealth, dated within 5 business days of March 1, 2024 | Calderwood & Harkness LLP (Claire Dempsey) | March 1, 2024 | February 28, 2024 | Received
14 | Prospectus Supplement | Prospectus Supplement reflecting the exercise of the overallotment option in full for 3,000,000 additional shares at $20.00 per share, resulting in total gross proceeds of $460,000,000 (base $400,000,000 + overallotment $60,000,000). Post-overallotment shares outstanding: 103,000,000. Filed with the SEC. | Calderwood & Harkness LLP (Eric Johannsen) / Toppan Quillon Health IT | March 1, 2024 | March 1, 2024 | Received | Filed via EDGAR by Toppan Donnelley; SEC File No. 333-276841; CIK 0001987432
15 | Share Issuance / Transfer Agent | Instruction letter from Arbor Health Technologies Inc. to Continental Share Services, Inc. (transfer agent and registrar) directing issuance of 3,000,000 additional shares of common stock (CUSIP 039217105) in book-entry form through The Depository Trust Company | Rachel Moynihan (AHT) / Calderwood & Harkness LLP | March 1, 2024 | March 1, 2024 | Received | Shares issued in book-entry form via DTC; no physical certificates
16 | Share Issuance / Transfer Agent | Confirmation from Continental Share Services, Inc. that 3,000,000 overallotment shares have been issued and deposited with DTC | Continental Share Services, Inc. | March 1, 2024 | March 1, 2024 | Received | Total shares on record after issuance: 103,000,000
17 | Cross-Receipt | Cross-receipt between Arbor Health Technologies Inc. and Whitfield Barrow & Co., LLC (as Representative of the several underwriters) dated March 1, 2024, confirming delivery of 3,000,000 overallotment shares of common stock against payment of $56,400,000 (net of $3,600,000 underwriting discount: 3,000,000 shares × $18.80 per share) | Calderwood & Harkness LLP / Meridian Hale & Quivorn LLP | March 1, 2024 | March 1, 2024 | Received | Gross overallotment proceeds: $60,000,000; underwriting discount (6.0%): $3,600,000; net to issuer: $56,400,000
18 | Wire Transfer Confirmation | Confirmation of wire transfer of $56,400,000 from Whitfield Barrow & Co., LLC (as Representative for and on behalf of the several underwriters) to Arbor Health Technologies Inc. operating account at Keypoint National Bank, N.A. | David Halderman (AHT CFO) / Whitfield Barrow & Co., LLC | March 1, 2024 | March 1, 2024 | Received | Wire to Keypoint National Bank, N.A., 200 Public Square, Cleveland, OH 44114
19 | Underwriter Allocation | Confirmation of overallotment share allocation among underwriters consistent with pro rata commitments: Whitfield Barrow 1,500,000 shares (50.0%); Calloway Pierce Securities 900,000 shares (30.0%); Velthorn Capital Partners 360,000 shares (12.0%); Pemberton Wallis 240,000 shares (8.0%) | Whitfield Barrow & Co., LLC (as Representative) | March 1, 2024 | March 1, 2024 | Received | Pro rata allocation consistent with base offering percentages and Agreement Among Underwriters
20 | Lock-Up Confirmation | Confirmation that all lock-up agreements (approximately 45 signatories, covering approximately 80,000,000 pre-IPO shares) remain in full force and effect; lock-up period: 180 days from February 8, 2024 (expiring August 6, 2024); executed in favor of Whitfield Barrow & Co., LLC as Representative | Calderwood & Harkness LLP (Claire Dempsey) | March 1, 2024 | March 1, 2024 | Received | No lock-up releases requested or granted as of overallotment closing date
21 | Tax Withholding / Compliance | Confirmation that AHT's Section 1446(f) and backup withholding obligations have been satisfied with respect to the overallotment share issuance; AHT Federal EIN: 47-3891205 | David Halderman (AHT CFO) / Sylvia Hartwell (Calderwood & Harkness, Tax) | March 1, 2024 | March 1, 2024 | Received | No withholding required on primary issuance proceeds
22 | NYSE Notification | Supplemental listing notification to the New York Stock Exchange regarding the issuance of 3,000,000 additional shares of common stock (ticker: ARHT), bringing total listed shares to 103,000,000 | Rachel Moynihan (AHT) / Calderwood & Harkness LLP | March 1, 2024 | March 1, 2024 | Received | Post-IPO market capitalization at IPO price: $2,060,000,000 (103,000,000 × $20.00)
23 | Closing Binder / Document Assembly | Assembly of executed overallotment closing documents into closing binder (physical and electronic); distribution to all parties: AHT, Whitfield Barrow, Calloway Pierce Securities, Velthorn Capital Partners, Pemberton Wallis, Calderwood & Harkness, Meridian Hale & Quivorn, Kellerman & Associates | Calderwood & Harkness LLP (Claire Dempsey) | March 15, 2024 | Pending | Pending | Closing binder to be finalized within 10 business days of overallotment settlement
[sheet: Key Parties & Contacts]
Party | Full Legal Name | Role | Key Contact(s) | Address | Phone / Email
Issuer | Arbor Health Technologies Inc. | Issuer (Delaware corporation) | Dr. Nathaniel Rourke (CEO); David Halderman (CFO); Rachel Moynihan (General Counsel & Corp. Secretary) | 275 Kendall Avenue, Suite 1400, Cambridge, MA 02142
Issuer's Counsel | Calderwood & Harkness LLP | Counsel to the issuer | Theodore Langston (Responsible Partner); Vivienne St. Claire (Billing Partner); Eric Johannsen (Lead Associate); Claire Dempsey (Working Associate); Sylvia Hartwell (Tax Specialist Partner) | 125 Broad Street, New York, NY 10004
Lead Left Bookrunner / Representative | Whitfield Barrow & Co., LLC | Lead left bookrunner; Representative of the several underwriters | Jonathan Pritchett (MD, ECM); Sarah Langley-Kwan (Director, Healthcare ECM) | 383 Madison Avenue, New York, NY 10179
Joint Bookrunner | Calloway Pierce Securities LLC | Joint bookrunner | Marcus Delgado (MD, Healthcare IB); Anita Pham (VP, ECM Syndicate) | 200 Park Avenue, 40th Floor, New York, NY 10166
Joint Bookrunner | Velthorn Capital Partners Inc. | Joint bookrunner | Robert Acheson (MD, Tech & Healthcare ECM) | 555 California Street, Suite 3000, San Francisco, CA 94104
Co-Manager | Pemberton Wallis LLC | Co-manager | Elena Vasquez (Director, ECM) | 100 Federal Street, 28th Floor, Boston, MA 02110
Underwriters' Counsel | Meridian Hale & Quivorn LLP | Counsel to the underwriters | Graham Neville (Lead Partner); Kathryn Brennan (Senior Associate) | 51 West 52nd Street, New York, NY 10019
Independent Auditors | Kellerman & Associates LLP | Independent registered public accounting firm | Richard Olander (Lead Engagement Partner); Sonia Melendez (Audit Senior Manager) | 345 Park Avenue, New York, NY 10154
Transfer Agent & Registrar | Continental Share Services, Inc. | Transfer agent and registrar for AHT common stock | 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004
Financial Printer / EDGAR Agent | Toppan Quillon Health IT | Financial printer; EDGAR filing agent | 35 West Wacker Drive, Chicago, IL 60601
Operating Bank / Credit Facility Agent | Keypoint National Bank, N.A. | Primary operating bank; revolving credit facility agent | 200 Public Square, Cleveland, OH 44114
[sheet: Key Transaction Terms]
Item | Base Offering | Overallotment | Total | Notes
Shares | 20,000,000 | 3,000,000 | 23,000,000 | All primary shares; no secondary sales
Public Offering Price per Share | $20.00 | $20.00 | $20.00 | Priced at top of revised range ($18.00–$20.00); above original range ($17.00–$19.00)
Gross Proceeds | $400,000,000 | $60,000,000 | $460,000,000
Underwriting discount per Share | $1.20 | $1.20 | $1.20 | 6.0% of public offering price
Total Underwriting discount | $24,000,000 | $3,600,000 | $27,600,000
Net Proceeds to Company | $376,000,000 | $56,400,000 | $432,400,000 | Before offering expenses
Offering Expenses (excl. Discount) | $4,200,000 | — | $4,200,000 | Incurred in connection with base offering
Net Proceeds After All Expenses | $371,800,000 | $56,400,000 | $428,200,000
Pre-IPO Shares Outstanding | 80,000,000 | — | —
Post-Offering Shares Outstanding | 100,000,000 | +3,000,000 | 103,000,000 | 80M + 20M + 3M
Post-IPO Market Capitalization (at IPO price) | — | — | $2,060,000,000 | 103,000,000 × $20.00
Signing Date | February 8, 2024 | — | — | Underwriting Agreement executed; Registration Statement declared effective
Base Closing Date | February 13, 2024 | — | — | T+3 settlement
Overallotment Exercise Date | — | February 27, 2024 | — | Exercised in full
Overallotment Settlement Date | — | March 1, 2024 | —
Lock-up Period | 180 days from Feb 8, 2024 | — | — | Expires August 6, 2024; ~45 signatories; ~80,000,000 shares
SEC File Number | 333-276841 | — | —
CUSIP | 039217105 | — | —
NYSE Ticker | ARHT | — | —
Governing Law (UA) | New York | — | —
Governing Law (Corporate) | Delaware | — | —