CALDERWOOD & HARKNESS LLP
INTERNAL MEMORANDUM
CONFIDENTIAL / ATTORNEY WORK PRODUCT
TO: Firm Administration / New Matter Intake Calderwood & Harkness LLP 125 Broad Street New York, NY 10004
FROM: Vivienne St. Claire, Partner, Capital Markets Group
DATE: August 22, 2023
RE: Matter Opening — Arbor Health Technologies Inc. — Initial Public Offering of Common Stock
MATTER NUMBER: 1010-00002
PRIORITY: High — Active Engagement; Engagement Letter Executed August 21, 2023
1. Purpose of Memorandum
This memorandum requests the formal opening of a new client matter for the representation of Arbor Health Technologies Inc. ("AHT" or "Arbor Health" or the "Company") in connection with its proposed initial public offering (the "IPO" or the "Offering") of shares of common stock on the New York Stock Exchange (the "NYSE"). Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged to serve as issuer's counsel for all aspects of the IPO, as described in further detail below.
The engagement letter governing this representation was fully executed by both the Firm and the Company on August 21, 2023. A copy of the executed engagement letter is on file with the Firm's Office of the General Counsel and is available upon request. Prior to the execution of the engagement letter, conflicts clearance for all relevant parties — including the Company, its significant stockholders, the underwriting syndicate, and key individual directors and officers — was completed and confirmed by the Firm's Office of the General Counsel on August 18, 2023. Reference is made to the C&H Conflicts Check Memorandum dated August 18, 2023, a copy of which is maintained in the Firm's conflicts database under the matter reference number noted above.
This memorandum provides all information required by Firm Administration for the formal setup of the new matter, including client identification and entity details, a description of the engagement scope, billing arrangements and fee estimates, staffing assignments and responsibilities, anticipated matter timeline and key milestones, conflicts clearance status, and any special instructions necessary for the efficient administration of this engagement. Given the high-profile nature of the transaction, the significant fee opportunity, and the time-sensitive nature of the IPO process, I respectfully request that this matter be opened and fully provisioned at the earliest practicable date.
2. Client Information
2.1 Client Identification
The following information identifies the client entity for purposes of Firm records, Know Your Client compliance, and anti-money laundering screening:
Client Full Legal Name: Arbor Health Technologies Inc.
Short Name / DBA: Arbor Health; AHT
Entity Type: Corporation (C-corporation)
Jurisdiction of Incorporation: State of Delaware
Federal Employer Identification Number (EIN): 47-3891205
Headquarters Address: 275 Kendall Avenue, Suite 1400, Cambridge, MA 02142
Registered Agent (Delaware): National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904
Industry: Healthcare services; software-as-a-service (SaaS). The Company provides cloud-based clinical decision support, population health management, revenue cycle management, and real-time analytics solutions to hospitals, health systems, physician practices, and other healthcare providers. The Company's platform integrates with leading electronic health record systems and leverages proprietary machine learning and artificial intelligence capabilities to deliver actionable clinical and financial insights to healthcare organizations.
SIC Code: 7372 (Prepackaged Software)
Year Founded: 2014. Arbor Health was founded in Cambridge, Massachusetts by Dr. Nathaniel Rourke and Margaret "Meg" Tsujimoto, both of whom remain actively involved in the Company's management and will continue in their respective leadership roles following the IPO.
Employees (approximate): Approximately 3,400 full-time employees as of the most recent available data. The Company's workforce is distributed across its Cambridge headquarters, satellite offices in Austin, Texas and Denver, Colorado, and a significant remote employee population.
New or Existing Client: Arbor Health Technologies Inc. is a new client of Calderwood & Harkness LLP. The Firm has not previously represented the Company, any of its subsidiaries, or any of its founders in any capacity. Accordingly, a new client number must be assigned in connection with the opening of this matter.
2.2 Primary Client Contact
The primary client contact for all engagement-related matters, including billing, invoicing, and administrative communications, is as follows:
Name: Rachel Moynihan
Title: General Counsel & Corporate Secretary
Phone: (617) 555-8240
Email: rmoynihan@arborhealth.com
Address: 275 Kendall Avenue, Suite 1400, Cambridge, MA 02142
Ms. Moynihan serves as the Company's chief legal officer and will be the principal in-house liaison coordinating with the C&H team throughout the IPO process. Ms. Moynihan has extensive experience in capital markets transactions, having previously served as a senior associate in the capital markets practice of a major national law firm before joining Arbor Health in 2020. All substantive legal communications and document deliveries should be directed to Ms. Moynihan unless otherwise specified.
2.3 Additional Key Client Contacts
In addition to Ms. Moynihan, the following individuals are key client contacts who may be involved in various aspects of the engagement:
Dr. Nathaniel Rourke — Co-Founder, Chairman of the Board of Directors & Chief Executive Officer. Dr. Rourke is the Company's co-founder and has served as Chairman and CEO since the Company's inception. He will be a primary participant in the roadshow process and will be involved in strategic decisions regarding the IPO, including pricing, offering size, and governance matters. Dr. Rourke holds a Ph.D. in biomedical informatics from Harvard University and an M.D. from Johns Hopkins University School of Medicine. He is a significant stockholder of the Company.
David Halderman — Chief Financial Officer. Mr. Halderman joined Arbor Health in 2019 and serves as the Company's principal financial officer. He will be a key contact for all financial statement-related matters, the preparation of the financial disclosures in the Registration Statement, coordination with the Company's independent auditors at Kellerman & Associates LLP, and discussions regarding the Company's capitalization, use of proceeds, and credit facility matters.
Margaret "Meg" Tsujimoto — Co-Founder & Chief Technology Officer. Ms. Tsujimoto co-founded Arbor Health alongside Dr. Rourke and oversees the Company's technology platform, product development, intellectual property portfolio, and engineering teams. She will be involved in due diligence sessions concerning the Company's technology, cybersecurity practices, data privacy compliance, and intellectual property disclosures in the Registration Statement. Ms. Tsujimoto is also a significant stockholder of the Company.
3. Matter Description
3.1 Nature of Engagement
Calderwood & Harkness LLP has been engaged to represent Arbor Health Technologies Inc. as issuer's counsel in connection with its proposed initial public offering of shares of common stock, par value $0.001 per share (the "Common Stock"). The Offering is anticipated to be a primary offering, with all shares to be sold by the Company for its own account. No secondary sales by existing stockholders are currently contemplated as part of the IPO, although the structure of the Offering remains subject to refinement as the process advances. The Company intends to list its shares of Common Stock on the New York Stock Exchange.
The scope of the engagement, as set forth in the executed engagement letter dated August 21, 2023, encompasses all aspects of issuer's counsel representation in connection with the IPO. The principal workstreams and deliverables include, but are not limited to, the following:
(a) Registration Statement. Preparation, drafting, and filing of a Registration Statement on Form S-1 (including all exhibits thereto) with the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). This includes all amendments to the Registration Statement, both pre-effective and post-effective, as well as the preparation of the final prospectus and any prospectus supplements.
(b) SEC Review Process. Management of the SEC comment letter process, including analysis and preparation of written responses to SEC staff comments, coordination of revised filings, and strategic guidance regarding comment letter issues and resolution approaches.
(c) Underwriting Agreement and Syndicate Documents. Negotiation and drafting of the underwriting agreement between the Company and the underwriting syndicate, led by Whitfield Barrow & Co., LLC as lead left bookrunner, together with all related syndicate documents, including the agreement among underwriters, the selected dealers agreement, and the pricing committee authorization.
(d) Corporate Governance Documents. Drafting and/or review of the Company's post-IPO corporate governance framework, including the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, board committee charters (Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee), corporate governance guidelines, code of business conduct and ethics, and related governance policies as required for compliance with NYSE listing standards and applicable securities laws.
(e) Lock-Up Agreements. Preparation, negotiation, and review of lock-up agreements to be entered into by the Company's directors, officers, and significant stockholders in connection with the Offering, including analysis of any exceptions or early release provisions.
(f) Equity Incentive Plan Documentation. Preparation and drafting of the Company's new 2024 Equity Incentive Plan (the "2024 Plan") and Employee Stock Purchase Plan (the "ESPP"), including all related forms of award agreements (stock option agreements, restricted stock unit agreements, and restricted stock agreements), plan summaries for prospectus disclosure, and registration of shares on Form S-8 following the completion of the IPO.
(g) Registration Rights and Stockholder Agreement Matters. Review and analysis of the Company's existing pre-IPO registration rights agreement, stockholders' agreement, and voting agreement, including the preparation of amendments or termination agreements as appropriate in connection with the IPO. This workstream includes coordination with counsel for the Company's pre-IPO investors regarding any surviving registration rights and related obligations.
(h) Credit Facility Amendment. Coordination and review of amendments to the Company's existing $150,000,000 senior secured revolving credit facility with Keypoint National Bank, N.A., as administrative agent, and Stonemill Capital Bank, as syndicate member, as may be required in connection with the IPO and the Company's post-IPO corporate structure. This may include review of consent requirements, covenant modifications, and change of control provisions triggered by the IPO.
(i) Legal Opinions. Preparation and delivery of all legal opinions required in connection with the Offering, including (1) the validity opinion regarding the due authorization and valid issuance of the shares of Common Stock being offered, (2) the Delaware corporate law opinion, (3) the tax opinion, and (4) the negative assurance / 10b-5 disclosure letter to the underwriters.
(j) D&O Insurance Review. Review and analysis of the Company's directors' and officers' liability insurance program in connection with the IPO, including review of policy terms, coverage limits, and any modifications or new placements necessary to reflect the Company's status as a public company.
(k) NYSE Listing Compliance Analysis. Analysis of the Company's compliance with the listing requirements of the New York Stock Exchange, including financial eligibility criteria, corporate governance requirements, board independence standards, and any required corporate actions or structural changes necessary to achieve listing approval.
(l) Tax Matters. All tax-related workstreams arising in connection with the IPO, including a Section 382 ownership change analysis to assess the impact of the IPO on the Company's ability to utilize net operating loss carryforwards and other tax attributes; state tax nexus review; equity compensation tax matters, including Section 409A deferred compensation compliance, Section 83(b) election considerations, ISO and NQSO tax treatment, Section 423 ESPP qualification analysis, and Section 162(m) deductibility limitations; preparation of the tax opinion for inclusion in the prospectus; and analysis of tax implications related to the anticipated use of proceeds.
(m) Closing Deliverables and Ancillary Documentation. Preparation of all closing deliverables, including officers' certificates, secretary's certificates, good standing certificates, closing checklists, and all other ancillary documents customarily required in connection with the closing of a registered public offering.
(n) Post-Closing Matters. Assistance with post-closing matters, including any overallotment option exercise by the underwriters (if applicable), post-effective amendments to the Registration Statement, and transition to public company reporting obligations.
3.2 Proposed Listing and Offering Details (Preliminary)
The following details regarding the proposed listing and Offering are preliminary in nature and are based on information provided by the Company and its management team. All terms remain subject to change as the IPO process advances, including based on prevailing market conditions, the SEC review process, and investor feedback during the roadshow:
Exchange: New York Stock Exchange
Anticipated Ticker Symbol: ARHT
Estimated Offering Size: To be determined during the course of the IPO process. Management has indicated a target offering size in the range of $350,000,000 to $450,000,000 based on preliminary valuation discussions between the Company, its financial advisors, and the lead bookrunner. The final offering size will be determined at pricing based on the order book and prevailing market conditions.
Pre-IPO Shares Outstanding: 80,000,000 shares of Common Stock outstanding on a fully diluted basis (excluding shares reserved for issuance under existing and proposed equity incentive plans).
Pre-IPO Capitalization: 120,000,000 shares of Common Stock authorized under the Company's current Certificate of Incorporation. The Company anticipates that its Amended and Restated Certificate of Incorporation, to be adopted in connection with the IPO, will increase the authorized share capital to accommodate the Offering and post-IPO equity compensation needs.
3.3 Key Third Parties
The following is a summary of the principal third parties involved in the IPO process and the key contacts at each:
Lead Left Bookrunner:
Whitfield Barrow & Co., LLC 383 Madison Avenue New York, NY 10179 Key Contact: Jonathan Pritchett, Managing Director, Equity Capital Markets
Whitfield Barrow will serve as the lead left bookrunner for the Offering, with primary responsibility for managing the syndicate, coordinating the roadshow, and leading the book-building process.
Joint Bookrunners:
Calloway Pierce Securities LLC Key Contact: Marcus Delgado
Velthorn Capital Partners Inc. Key Contact: Robert Acheson
Calloway Pierce and Velthorn Capital will serve as joint bookrunners alongside Whitfield Barrow, sharing in the underwriting commitment and participating in the investor marketing effort.
Co-Manager:
Pemberton Wallis LLC 100 Federal Street, 28th Floor Boston, MA 02110 Key Contact: Elena Vasquez
Pemberton Wallis will serve as co-manager of the Offering, with a smaller allocation of the underwriting commitment.
Underwriters' Counsel:
Meridian Hale & Quivorn LLP 51 West 52nd Street New York, NY 10019 Key Contacts: Graham Neville, Lead Partner; Kathryn Brennan, Senior Associate
Meridian Hale & Quivorn has been retained by the underwriting syndicate to serve as counsel to the underwriters. As underwriters' counsel, Meridian Hale & Quivorn will conduct its own independent due diligence on the Company, review the Registration Statement, negotiate the underwriting agreement on behalf of the underwriters, and deliver the underwriters' counsel legal opinion and 10b-5 letter. Coordination between C&H and Meridian Hale & Quivorn will be ongoing throughout the IPO process.
Independent Auditors:
Kellerman & Associates LLP 345 Park Avenue New York, NY 10154 Key Contacts: Richard Olander, Lead Engagement Partner; Sonia Melendez, Audit Senior Manager
Kellerman & Associates serves as the Company's independent registered public accounting firm and will be responsible for delivering audit reports, comfort letters, and consent letters in connection with the Registration Statement. Coordination with Kellerman will be essential for the preparation of the financial statement disclosures, the auditor's consent, and the cold comfort and bring-down comfort letters required at pricing and closing.
Transfer Agent & Registrar:
Continental Share Services, Inc. 1 Ashbury Asset Advisors Plaza, 30th Floor New York, NY 10004
Continental Share Services will serve as the transfer agent and registrar for the Company's shares of Common Stock following the IPO.
Financial Printer / EDGAR Agent:
Toppan Quillon Health IT 35 West Wacker Drive Chicago, IL 60601
Toppan Donnelley will serve as the financial printer for the Registration Statement and prospectus and will act as the Company's EDGAR filing agent for all filings with the SEC in connection with the IPO.
Compensation Consultant:
Hargrove Prindaux Advisory Group LLC 1600 Market Street, Suite 3400 Philadelphia, PA 19103
Hargrove Ellis has been engaged by the Company's Board of Directors (or a committee thereof) to provide independent compensation consulting services in connection with the design of the Company's post-IPO executive compensation program, including the structure of the 2024 Equity Incentive Plan and the ESPP.
Primary Operating Bank / Credit Facility Agent:
Keypoint National Bank, N.A. 200 Public Square Cleveland, OH 44114
Keypoint National Bank serves as the administrative agent under the Company's existing $150,000,000 senior secured revolving credit facility, which will require amendment in connection with the IPO.
Credit Facility Syndicate Member:
Stonemill Capital Bank 140 Broadway New York, NY 10005
Stonemill Capital Bank participates as a syndicate lender under the Company's existing credit facility.
D&O Insurance:
To be placed. The Company is currently in discussions with insurance brokers regarding the placement of a directors' and officers' liability insurance program appropriate for a newly public company. The identity of the insurer(s) and the terms of coverage will be confirmed during the IPO process.
3.4 Pre-IPO Investors / Significant Stockholders
The Company's two most significant pre-IPO institutional stockholders, each of which holds board representation rights and will be subject to lock-up agreements in connection with the IPO, are described below:
Brindoval Trelvon Partners, L.P.
Fund Vehicle: Brindoval Trelvon Partners Fund IV, L.P. Entity Type: Delaware limited partnership
Address: 600 Lexington Avenue, 38th Floor, New York, NY 10022
Investment History: Lead pre-IPO sponsor; participated in the Company's Series B and Series D preferred stock financing rounds. Shares Held: 28,000,000 shares of Common Stock (on an as-converted basis), representing approximately 35.0% of the Company's pre-IPO outstanding shares. Key Principals:
• Leonard Corbett, Managing Partner (member of the AHT Board of Directors)
• Diana Coltrane, Partner (member of the AHT Board of Directors)
Brindoval Trelvon Partners is the Company's largest institutional stockholder and has been actively involved in the Company's governance and strategic direction since its Series B financing round. Post-IPO, it is anticipated that Brindoval Trelvon Partners will retain significant ownership and that its board representation will be governed by the terms of any surviving provisions of the existing stockholders' agreement or a new registration rights agreement, as applicable.
Ridgeline Growth Equity, LLC
Fund Vehicle: Ridgeline Growth Equity Fund III, LLC Entity Type: Delaware limited liability company
Address: 1 Maritime Plaza, Suite 2200, San Francisco, CA 94111
Investment History: Participated in the Company's Series C preferred stock financing round. Shares Held: 16,000,000 shares of Common Stock (on an as-converted basis), representing approximately 20.0% of the Company's pre-IPO outstanding shares. Key Principal:
• Howard Feng, Managing Director (member of the AHT Board of Directors)
Ridgeline Growth Equity is the Company's second largest institutional stockholder. Ridgeline participated in the Company's Series C financing round and has maintained board representation since that time. The post-IPO governance and registration rights arrangements applicable to Ridgeline will be coordinated as part of the overall stockholder agreement workstream.
Together, Brindoval Trelvon Partners and Ridgeline Growth Equity hold an aggregate of approximately 55.0% of the Company's pre-IPO outstanding shares of Common Stock. The remaining shares are held by the Company's founders (Dr. Nathaniel Rourke and Margaret Tsujimoto), other members of management, and certain smaller institutional and angel investors. A detailed capitalization table will be prepared as part of the S-1 drafting process.
4. Matter Number and Client Number
Matter Number: 1010-00002
Client Number: Firm Administration is hereby requested to assign a new client number for Arbor Health Technologies Inc. and to link such client number to matter number 1010-00002. As noted above, the Company is a new client of the Firm, and no existing client number is on file.
Practice Group: Capital Markets
Office: New York
Docket Code: IPO / Securities Offerings
Upon assignment of the new client number, please confirm the assigned number to the undersigned and to the core team members identified in Section 6 below so that all time entries, disbursements, and administrative records may be properly coded from the outset of the engagement.
5. Billing Arrangements
5.1 Fee Structure
The billing arrangements for this engagement are as follows, consistent with the terms set forth in the executed engagement letter dated August 21, 2023:
Basis: Hourly billing at the Firm's standard rates for the assigned timekeepers, as set forth in Section 5.2 below.
Billing Cycle: Monthly. Invoices will be prepared and issued on a calendar-month basis, with time and disbursements incurred during each calendar month included in the invoice for that period.
Invoices to be directed to:
Rachel Moynihan General Counsel & Corporate Secretary Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142
Email: rmoynihan@arborhealth.com
Payment Terms: Net 30 days from the date of each invoice, as specified in the engagement letter. The engagement letter further provides that amounts unpaid beyond the 30-day period will accrue interest at the rate of 1.0% per month (or the maximum rate permitted by applicable law, whichever is less).
5.2 Billing Rates for Assigned Personnel
The following table sets forth the hourly billing rates for the core personnel assigned to this matter. These rates are the Firm's current standard rates for each respective timekeeper:
Standard Firm rates for paralegal and professional support staff apply and will be billed in accordance with the Firm's current rate schedule. As of the date of this memorandum, the standard paralegal billing rate is $425 per hour, and the standard legal assistant / project coordinator rate is $275 per hour.
Additional associates or specialists may be staffed on the engagement as needed during peak work periods or to address specialized legal issues that may arise during the IPO process. Any such additional timekeepers will be billed at their current standard rates in accordance with the Firm's rate card. The client has been advised of the potential for additional staffing as part of the engagement letter discussions and has consented to this arrangement.
5.3 Fee Estimate
Estimated Fee Range: $1,600,000 to $2,000,000 for the full IPO engagement, as set forth in the executed engagement letter. This estimate reflects the Firm's assessment of the anticipated scope and complexity of the engagement based on the information currently available.
This fee estimate is subject to variation, both upward and downward, based on a number of factors that cannot be precisely predicted at the outset of the engagement. These factors include, among others, the complexity and duration of the SEC review process, the number of SEC comment letter rounds and the nature of the staff's comments, the scope and difficulty of the credit facility amendment negotiations with Keypoint National Bank, the extent of any corporate restructuring or governance changes required to satisfy NYSE listing requirements, the degree of complexity in the equity compensation and tax workstreams, any unforeseen legal or regulatory issues that may arise during the process, and the overall timeline from engagement to closing.
The fee estimate does not include out-of-pocket disbursements, which will be billed separately at cost. Anticipated disbursement categories include, without limitation, travel expenses (including travel to the Company's headquarters in Cambridge, roadshow-related travel, and any required travel to the SEC), SEC filing fees, NYSE listing fees, financial printer charges (Toppan Donnelley), overnight courier and delivery charges, long-distance telecommunications costs, external database and research service charges, and other customary out-of-pocket expenses.
5.4 Engagement Letter Reference
The fully executed engagement letter governing this representation is dated August 21, 2023, and has been placed on file with the Firm's Office of the General Counsel. The engagement letter was addressed to Rachel Moynihan, General Counsel & Corporate Secretary of Arbor Health Technologies Inc., and was countersigned by Ms. Moynihan on behalf of the Company and by Theodore Langston on behalf of Calderwood & Harkness LLP. The engagement is governed by the laws of the State of New York, without regard to conflicts of law principles. The engagement letter contains standard provisions regarding the scope of representation, billing arrangements, confidentiality, document retention, and the Firm's right to withdraw from the engagement under specified circumstances.
6. Staffing
6.1 Core Team
The following table identifies the core team assigned to this matter, together with each team member's role, practice group affiliation, and principal areas of responsibility:
6.2 Additional Support (As Needed)
In addition to the core team identified above, the following additional support resources will be drawn upon as needed throughout the engagement:
• Paralegal Support. One or more paralegals from the Firm's Capital Markets paralegal pool will be assigned to the matter to assist with document management, closing logistics, corporate searches, secretary of state filings, good standing certificate procurement, blue sky survey coordination, and related administrative tasks. Specific paralegal assignments will be confirmed following the organizational meeting.
• Corporate / Delaware Law Specialists. The Firm's corporate and Delaware law specialists may be consulted on specific issues relating to the Amended and Restated Certificate of Incorporation, including provisions relating to board classification, authorized capital structure, anti-takeover provisions (if any), exclusive forum provisions, and other matters governed by the Delaware General Corporation Law.
• Additional Junior Associates. During peak drafting periods — particularly during the initial S-1 drafting phase, SEC comment letter response periods, and the pre-closing deliverables preparation period — additional junior associates from the Capital Markets group may be staffed on the matter to provide drafting, research, and document preparation support. Any such additional staffing will be coordinated with the relevant practice group leaders and communicated to the client.
• Proofreading and Cite-Checking. The Firm's Professional Services Department will be engaged to provide proofreading and cite-checking services for the Registration Statement drafts, the legal opinion drafts, and any other deliverables requiring formal quality assurance review. Given the length and complexity of a typical S-1 filing, these services will be utilized on an ongoing basis throughout the drafting and revision process.
7. Anticipated Timeline
The following table sets forth the anticipated timeline and key milestones for the IPO process. This timeline is preliminary and is based on current assumptions regarding the SEC review process, market conditions, and the readiness of the Company and the underwriting syndicate to proceed on the anticipated schedule. All dates are approximate and subject to adjustment as the process unfolds.
The overall process from engagement to anticipated closing is estimated at approximately five to six months. This estimate is consistent with current market practice for IPOs of this size and complexity, although the actual duration may be longer if the SEC review process involves multiple rounds of comments or if market conditions necessitate a delay in the roadshow or pricing.
8. Conflicts Clearance
Conflicts clearance for all relevant parties in connection with this engagement was completed and confirmed by the Firm's Office of the General Counsel on August 18, 2023. The conflicts check was conducted in accordance with the Firm's standard conflicts clearance procedures and covered all parties identified at that time as having a material role in, or connection to, the proposed IPO.
The following parties were included in the conflicts clearance process:
• Arbor Health Technologies Inc. (the Company / client)
• Brindoval Trelvon Partners, L.P. and Brindoval Trelvon Partners Fund IV, L.P. (significant stockholder)
• Ridgeline Growth Equity, LLC and Ridgeline Growth Equity Fund III, LLC (significant stockholder)
• Whitfield Barrow & Co., LLC (lead left bookrunner)
• Calloway Pierce Securities LLC (joint bookrunner)
• Velthorn Capital Partners Inc. (joint bookrunner)
• Pemberton Wallis LLC (co-manager)
• Dr. Nathaniel Rourke (Co-Founder, Chairman & CEO; significant individual stockholder)
• Margaret "Meg" Tsujimoto (Co-Founder & CTO; significant individual stockholder)
• David Halderman (CFO)
• Leonard Corbett (Managing Partner, Brindoval Trelvon Partners; AHT Board member)
• Howard Feng (Managing Director, Ridgeline Growth Equity; AHT Board member)
No conflicts were identified in connection with any of the foregoing parties. The Firm is not currently representing, and has not recently represented, any party adverse to the Company or any other party cleared in connection with this engagement in any matter that would create a conflict of interest under applicable rules of professional conduct.
Reference is made to the C&H Conflicts Check Memorandum dated August 18, 2023, which is maintained on file with the Office of the General Counsel under matter reference 1010-00002.
In the event that additional parties are identified during the course of the engagement that require conflicts clearance — including, for example, the Company's D&O insurance carrier once placed, or any additional underwriting syndicate members — supplemental conflicts checks will be submitted in accordance with the Firm's standard procedures.
9. Special Instructions to Firm Administration
The following special instructions are provided to Firm Administration in connection with the setup and ongoing administration of this matter:
1. Client and Matter Number Assignment. Please assign a new client number for Arbor Health Technologies Inc. and link it to matter number 1010-00002. Confirm the assigned client number to the undersigned and to the core team members identified in Section 6 above at the earliest opportunity so that time entries and disbursements may be properly coded from the inception of the engagement.
2. Practice Group and Sub-Category Classification. This matter should be classified under Practice Group: Capital Markets, with Sub-category: Initial Public Offerings.
3. Billing Cycle Setup. Please establish a monthly billing cycle for this matter, with the first invoice to be generated at the end of September 2023, reflecting time and disbursements incurred from the engagement opening date through September 30, 2023.
4. Priority Processing. This is a high-profile engagement with significant strategic importance to the Firm. Please flag the matter for priority processing of all invoices, disbursement requests, and related administrative matters. Timely invoicing is particularly important given the engagement letter's net-30-day payment terms.
5. Matter Reference. All correspondence, documents, invoices, and internal records should reference matter number 1010-00002.
6. Electronic Matter File. An electronic matter file should be established on the Firm's document management system (Tidewater Systems) for the storage and organization of all engagement-related documents, including drafts, correspondence, research memoranda, and client communications. The file should be structured with appropriate sub-folders for each major workstream (e.g., Registration Statement, Governance Documents, Underwriting Agreement, Tax, Equity Plans, Credit Facility, Legal Opinions, Closing).
7. Secure Data Room and Document Sharing. Please coordinate with the Firm's Information Technology department to assess and provision any secure data room or document sharing platform requirements for this engagement. External working group collaboration will be extensive throughout the IPO process, with regular document exchanges among C&H, the Company's in-house legal team, Meridian Hale & Quivorn LLP (underwriters' counsel), Kellerman & Associates LLP (independent auditors), and the underwriting syndicate. The IT department should be prepared to support secure file sharing, virtual data room access, and any related cybersecurity protocols required for the handling of material non-public information in connection with the pre-IPO process.
8. New Business Reporting. Please ensure that this matter is reflected in the Firm's new business intake reports and any periodic reporting to Firm management regarding new engagement activity.
10. Authorization and Signature block
This memorandum constitutes the formal request for the opening of matter number 1010-00002 on behalf of Arbor Health Technologies Inc. in connection with its proposed initial public offering of common stock. All information contained herein is believed to be accurate and complete as of the date of this memorandum. Any updates or corrections to the information provided will be communicated to Firm Administration promptly.
Submitted by:
________________________________________
Vivienne St. Claire Partner, Capital Markets Group Calderwood & Harkness LLP
Date: August 22, 2023
Approved by (Firm Administration):
________________________________________
Name: ________
Title: ________
Date: ________
Responsible Partner Confirmation:
________________________________________
Theodore Langston Partner, Capital Markets Group Calderwood & Harkness LLP
Date: ________
cc: Theodore Langston, Partner, Capital Markets Group Eric Johannsen, Associate, Capital Markets Group Claire Dempsey, Associate, Capital Markets Group Sylvia Hartwell, Partner, Tax Group
This memorandum is a confidential internal communication of Calderwood & Harkness LLP, prepared for the sole purpose of requesting the opening of a new client matter. It constitutes attorney work product and is protected by the attorney-client privilege and the work product doctrine. This memorandum should not be disclosed to any person outside of the Firm without the prior written consent of the undersigned. Any unauthorized disclosure, copying, or distribution of this memorandum is strictly prohibited.