Dear Working Group,
I am pleased to confirm that the initial public offering of Arbor Health Technologies Inc. ("AHT" or the "Company") has priced this evening and the Underwriting Agreement has been executed. Congratulations to Nathaniel, David, Rachel, and the entire AHT team on this significant milestone—and thank you to everyone across the working group for the tremendous effort that brought us to this point.
Set forth below is a summary of the key pricing terms and next steps.
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**PRICING SUMMARY**
- **Issuer:** Arbor Health Technologies Inc. - **Security:** Common stock, par value $0.001 per share - **Exchange / Ticker:** NYSE / ARHT - **Base shares offered:** 20,000,000 shares (all primary; no secondary sales) - **Public offering price per share:** $20.00 - Priced at the top of the revised range of $18.00–$20.00 (and above the original range of $17.00–$19.00), reflecting strong investor demand during the roadshow - **Base gross proceeds:** $400,000,000 - **Underwriting discount:** 6.0% of the public offering price ($1.20 per share) - **Price to underwriters per share:** $18.80 - **Total base underwriting discount:** $24,000,000 - **Net proceeds to Company (base, before expenses):** $376,000,000 - **Overallotment option:** Up to 3,000,000 additional shares (15% of the base offering), exercisable within 30 days of the date hereof; if exercised in full, additional gross proceeds of $60,000,000, for total gross proceeds of $460,000,000
**UNDERWRITER ALLOCATIONS (BASE OFFERING)**
| Underwriter
**REGISTRATION STATEMENT / REGULATORY**
- The SEC declared the Registration Statement on Form S-1 (File No. 333-276841) effective earlier today, February 8, 2024. - The Underwriting Agreement was executed this evening among Arbor Health Technologies Inc., Whitfield Barrow & Co., LLC (as Representative of the several underwriters), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC. - The Pricing Committee of the Board of Directors adopted resolutions earlier this evening authorizing the final pricing and execution of the Underwriting Agreement.
**POST-IPO CAPITALIZATION**
- Pre-IPO shares outstanding: 80,000,000 - Post-IPO shares outstanding (base): 100,000,000 - Post-IPO shares outstanding (if overallotment exercised in full): 103,000,000
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**NEXT STEPS**
1. **Final Prospectus (Rule 424(b)(4)):** To be filed with the SEC tomorrow, February 9, 2024. We will circulate a final draft for review first thing in the morning.
2. **Closing:** Expected **February 13, 2024** (T+3 settlement). Delivery of shares against payment will occur at closing.
3. **Closing Deliverables:** Claire Dempsey will be circulating an updated closing checklist and status tracker shortly. All parties should please ensure timely preparation and delivery of all required certificates, legal opinions, comfort letters, and other closing deliverables in advance of the February 13 closing date.
4. **Comfort Letters:** Kellerman & Associates delivered the pricing-date comfort letter today. A bring-down comfort letter will be required at closing on February 13. Richard and Sonia—thank you for the prompt turnaround this evening.
5. **Lock-Up Agreements:** We confirm that all 45 lock-up agreements have been executed. The 180-day lock-up period commences today, February 8, 2024, and expires August 6, 2024, covering approximately 80,000,000 pre-IPO shares.
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A copy of the executed Underwriting Agreement will be uploaded to the deal site and circulated separately. The updated closing checklist will follow.
Thank you again to the entire working group for the extraordinary effort over these past several months. Ted and I are available at any time should you have questions in the interim.
Best regards,
**Eric Johannsen** Lead Associate, Capital Markets Calderwood & Harkness LLP 125 Broad Street New York, NY 10004 T: (212) 558-7240 E: ejohanssen@calderwoodharkness.com
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