1012-00005 · Stonefield Logistics Group · Engagement & Administration

conflict-check-memorandum.docx DOCUMENT Litigation

79 / 150 ← → ✕

CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166

INTERNAL MEMORANDUM — PRIVILEGED AND CONFIDENTIAL

ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT THIS MEMORANDUM IS PREPARED IN ANTICIPATION OF LITIGATION AND IN CONNECTION WITH THE PROVISION OF LEGAL SERVICES. IT IS NOT TO BE DISCLOSED TO ANY PERSON OUTSIDE THE FIRM WITHOUT THE EXPRESS AUTHORIZATION OF THE RESPONSIBLE PARTNER OR THE FIRM'S GENERAL COUNSEL.

DATE: August 29, 2022

FROM: Linda Osei, Partner, Litigation (General)

TO: Samuel Eklund, Partner, Litigation (General)

RE: Conflict Check Results — Proposed Representation of Stonefield Logistics Group Inc. in Defense of Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)

PROPOSED MATTER NO.: 1012-00005

CLASSIFICATION: Attorney-Client Privileged / Attorney Work Product

1. Purpose and Executive Summary

The purpose of this memorandum is to memorialize the results of the firm's conflict of interest check conducted in connection with the proposed engagement of Stonefield Logistics Group Inc. ("Stonefield" or "SLG") as a new litigation defense client in the matter captioned Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841, pending in the United States District Court for the Southern District of New York. This memorandum has been prepared in accordance with the firm's Conflict of Interest Policies and Procedures Manual (Rev. June 2021) and is intended to document the search methodology, results, analysis, and ultimate clearance determination for the firm's permanent records.

The conflict check was initiated on August 26, 2022, following receipt of a referral inquiry from Tobias Wren, General Counsel of Stonefield, and was completed on August 29, 2022. All searches were conducted through the firm's proprietary conflicts database system, encompassing all domestic and international offices.

Summary of Conclusion: Following a comprehensive review of all relevant parties, related entities, key individuals, adverse parties, and adverse counsel, no conflicts of interest have been identified that would preclude the firm from undertaking the proposed engagement. The firm is cleared to proceed with the representation of Stonefield Logistics Group Inc. in the above-captioned matter.

One existing client relationship of note was identified during the course of the search: the firm currently represents Ridgeline Capital Partners, LP ("Ridgeline"), which is the majority equity holder of Stonefield through Ridgeline Fund III, LP. As set forth in greater detail in Section 6.7 below, the proposed representation of Stonefield is consistent with and complementary to the firm's existing relationship with Ridgeline, and presents no adverse interest or conflict of any kind. To the contrary, Ridgeline's interests as majority owner of Stonefield are fully aligned with Stonefield's interests in the successful defense of the Vantor claims.

The engagement letter is expected to be dated September 1, 2022, pending formal clearance, and will be executed by Samuel Eklund on behalf of the firm and by Tobias Wren on behalf of Stonefield.

2. Proposed Client Information

Set forth below is a summary of the key identifying information for the proposed client, Stonefield Logistics Group Inc., as gathered from publicly available sources and from preliminary communications with the prospective client's General Counsel.

Full Legal Name: Stonefield Logistics Group Inc.

Entity Type: Corporation organized under the laws of the State of Delaware

Headquarters: 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102

Registered Agent (Delaware): Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801

Employer Identification Number (EIN): 83-2947106

Industry Classification: Transportation and logistics; industrials sector

Company Overview: Stonefield is a mid-market freight brokerage, managed transportation, and supply chain solutions company headquartered in Fort Worth, Texas. The company provides a comprehensive suite of logistics services including truckload ("TL"), less-than-truckload ("LTL"), intermodal, and last-mile delivery services to a diversified base of shippers across the United States. For its fiscal year ended December 31, 2022, Stonefield reported revenue of approximately $1.28 billion. The company employs approximately 2,800 people across its headquarters and regional offices and maintains a network of approximately 12,000 approved carriers. Stonefield manages approximately 850,000 shipments annually through its proprietary transportation management platform and brokerage operations.

Majority Owner / Private Equity Sponsor: Ridgeline Capital Partners, LP, a private equity firm based in New York, holds approximately 72% of the equity ownership of Stonefield through its investment vehicle, Ridgeline Fund III, LP. Ridgeline acquired its controlling stake in Stonefield in October 2017 in a leveraged buyout transaction at an enterprise value of approximately $680 million. The remaining equity is held by management and minority investors.

Key Client Personnel for This Engagement:

Tobias Wren has been designated as the primary point of contact for the engagement and will serve as the liaison between the Calderwood & Harkness litigation team and Stonefield's internal legal department and business personnel.

3. Adverse Party Information

3.1 Vantor Holdings Corp. (Plaintiff)

Full Legal Name: Vantor Holdings Corp.

Entity Type: Corporation organized under the laws of the State of New York

Headquarters: 580 Eighth Avenue, 14th Floor, New York, New York 10018

Employer Identification Number (EIN): 46-3821554

Company Overview: Vantor Holdings Corp. ("Vantor" or "VHC") is a holding company whose principal operating subsidiary is Vantor Transport Services LLC. Through its subsidiary, Vantor provides a combination of asset-based and asset-light trucking, warehousing, and regional distribution services, with operations concentrated primarily in the Northeast and Mid-Atlantic corridors of the United States. For its fiscal year ended December 31, 2022, Vantor reported consolidated revenue of approximately $310 million. The company employs approximately 1,900 people across its operations.

Ownership and Key Personnel:

• Nikolai Vantorovich — Chief Executive Officer and Founder. Mr. Vantorovich holds approximately 58% of the outstanding equity of Vantor Holdings Corp. He founded the company in 2004 and has served as CEO continuously since that time.

• Gregory Fielding — Chief Financial Officer. Mr. Fielding has served as CFO since approximately 2012.

• Fielding Family Trust — Holds approximately 12% of the outstanding equity of Vantor Holdings Corp. The trustee and beneficiary information for the Fielding Family Trust is not publicly available, but the trust is understood to be associated with CFO Gregory Fielding and his immediate family members.

• Various Minority Investors — The remaining approximately 30% of Vantor's equity is held by various minority investors, the identities of whom are not publicly disclosed.

3.2 Vantor Transport Services LLC (Operational Subsidiary / TSA Counterparty)

Full Legal Name: Vantor Transport Services LLC

Entity Type: Limited liability company organized under the laws of the State of New York

Employer Identification Number (EIN): 46-3821609

Sole Member: Vantor Holdings Corp.

Overview: Vantor Transport Services LLC ("VTS") is the wholly owned operating subsidiary of Vantor Holdings Corp. and is the entity that served as the signatory counterparty to the Transportation Services Agreement dated March 15, 2019, which is at the center of the dispute in the above-captioned litigation. VTS operates a fleet of approximately 650 owned tractors and approximately 2,100 trailers, and provides the day-to-day trucking, warehousing, and distribution services offered under the Vantor brand. VTS is the entity through which Vantor conducted business with Stonefield under the TSA and is the entity whose performance under the TSA is the subject of Stonefield's termination-for-cause determination.

It should be noted that while VTS was the direct counterparty to the TSA, the plaintiff in the litigation is Vantor Holdings Corp. rather than VTS. Stonefield's General Counsel has indicated that this may be a subject of motion practice, as there may be standing questions regarding whether VHC, rather than VTS, is the proper party plaintiff. This is a substantive litigation issue rather than a conflicts matter, but it is flagged here for completeness and to explain why both entities were included in the conflicts search.

3.3 Adverse Counsel

Firm Name: Caldwell Royce & Shapiro LLP ("CRS")

Office: 1 Liberty Plaza, 22nd Floor, New York, New York 10006

Key Personnel on This Matter:

Caldwell Royce & Shapiro LLP is a New York-based litigation boutique that has represented Vantor Holdings Corp. and its affiliates in prior commercial disputes, according to publicly available court records. CRS filed the complaint on behalf of Vantor on August 12, 2022.

4. Matter Description

Nature of Matter: Defense of a breach-of-contract action filed by Vantor Holdings Corp. against Stonefield Logistics Group Inc. in the United States District Court for the Southern District of New York.

Case Caption: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)

Presiding Judge: The Honorable Margaret T. Calloway, United States District Judge

Date Complaint Filed: August 12, 2022

Underlying Dispute: The complaint filed by Vantor alleges that Stonefield wrongfully terminated a five-year Transportation Services Agreement (the "TSA"), dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315), between Stonefield and Vantor Transport Services LLC. The TSA governed the provision of dedicated trucking and regional distribution services by VTS to Stonefield in exchange for guaranteed freight volumes and negotiated rates. Vantor contends that Stonefield's termination of the TSA was not supported by a valid contractual basis and constitutes a material breach of the agreement.

Vantor claims damages in the aggregate amount of approximately $95.4 million, broken down in the complaint as follows: (a) liquidated damages pursuant to the early termination provision of the TSA; (b) lost profits for the remaining term of the agreement; (c) stranded asset costs relating to tractors and trailers that VTS acquired or dedicated to the Stonefield account; (d) workforce reduction costs, including severance, benefits continuation, and retraining expenses for personnel assigned to the Stonefield account; and (e) mitigation costs incurred by Vantor in seeking replacement business to offset the lost Stonefield volumes.

Stonefield's Position: Based on preliminary discussions with Stonefield's General Counsel, Tobias Wren, Stonefield's position is that the termination was validly exercised for Cause pursuant to Section 13.1(a) of the TSA, which permitted termination upon a material breach of the Service Level Obligations set forth in Exhibit B to the TSA. Specifically, Stonefield contends that VTS failed to meet minimum on-time delivery performance standards, cargo damage thresholds, and equipment availability requirements over consecutive measurement periods, thereby triggering the termination-for-cause right after the expiration of applicable cure periods. Stonefield intends to assert affirmative defenses, including but not limited to prior material breach, failure to mitigate damages, and invalidity of the liquidated damages provision as an unenforceable penalty. Stonefield further intends to seek a declaratory judgment that the termination was lawful and that no amounts are owed to Vantor.

Proposed Role for Calderwood & Harkness LLP: Lead defense counsel in the litigation, including all aspects of motion practice, discovery, depositions, trial preparation, and trial.

Proposed Engagement Team:

5. Conflicts Search Methodology

Conflicts searches were conducted through the firm's proprietary conflicts database system (the "System"), which encompasses all current and historical client and matter records across all Calderwood & Harkness offices. The searches were initiated on August 26, 2022, and were completed on August 29, 2022. All searches were conducted by the undersigned, with assistance from the firm's Conflicts and New Business Department.

The following search terms and variations were employed in the conflicts database:

Proposed Client and Related Entities:

• Stonefield Logistics Group Inc. / SLG / Stonefield / "Stonefield Logistics"

• Ridgeline Capital Partners, LP / Ridgeline Fund III, LP / Ridgeline / "Ridgeline Capital"

Adverse Parties and Related Entities:

• Vantor Holdings Corp. / Vantor / VHC / "Vantor Holdings"

• Vantor Transport Services LLC / VTS / "Vantor Transport"

• Nikolai Vantorovich (individual)

• Gregory Fielding (individual) / Fielding Family Trust

• Sandra Milescu (individual) — identified in the complaint as Vantor's Vice President, Operations

• Derek Pruitt (individual) — identified in the complaint as Vantor's Director, Fleet Management

• All known Vantor affiliates and subsidiaries, including any entities doing business as or formerly known as any variation of the Vantor name

Adverse Counsel:

• Caldwell Royce & Shapiro LLP / CRS / "Caldwell Royce"

Additional Related Parties:

• Cascade Freight Systems Inc. — alternative carrier utilized by Stonefield following the TSA termination

• Briarwood Trucking Co. — alternative carrier utilized by Stonefield following the TSA termination

• Ashford Meridian LLP — Stonefield's transactional counsel, which drafted the TSA and provided initial pre-litigation guidance before Stonefield's decision to engage Calderwood & Harkness for the litigation defense

• Graymark Insurance Company — Stonefield's directors and officers liability insurer (Policy No. GLG-DO-1025-00008; $15 million aggregate limit)

• Brindoval Mutual Insurance Co. — Stonefield's commercial general liability insurer (Policy No. CGL-SLG-2022-11902)

• Lakeshore National Bank — administrative agent under Stonefield's $425 million senior secured credit facility (Credit Agreement Ref. LNB-SLG-2017-CA-4402)

• Clarendon Partners LLP — Stonefield's independent auditor

Scope of Searches:

The searches covered the following categories of records within the firm's conflicts database: (i) current client matters; (ii) closed and former client matters; (iii) adverse party records across all matters; (iv) individual attorney records, including prior employment and prior representations; and (v) related-entity records, including parent companies, subsidiaries, affiliates, and beneficial owners.

In addition to the database searches, the undersigned circulated a conflicts inquiry to all partners and senior associates in the firm's Litigation (General), Private Equity / M&A, Real Estate, and Banking & Finance practice groups, requesting that they identify any known relationships or potential conflicts involving the above-listed parties. No responses identified any conflicts or potential issues beyond the Ridgeline Capital Partners relationship discussed in Section 6.7 below.

6. Conflict Search Results

Set forth below are the detailed results of the conflicts search for each entity and individual included in the search protocol. Each result is presented with the search term, the outcome, and any analysis warranted by the result.

6.1 Stonefield Logistics Group Inc.

Search Terms: Stonefield Logistics Group Inc. / SLG / Stonefield / "Stonefield Logistics"

Result: No prior or current matters identified.

The firm has not previously represented Stonefield Logistics Group Inc. in any capacity, whether as a client in litigation, transactional, regulatory, or advisory matters. No records exist in the conflicts database reflecting any engagement, consultation, pitch, or matter involving Stonefield. Accordingly, Stonefield is a new client to the firm. Standard new-client intake procedures will apply, including execution of a formal engagement letter, completion of the firm's Know Your Client verification process, and establishment of billing arrangements.

6.2 Vantor Holdings Corp.

Search Terms: Vantor Holdings Corp. / Vantor / VHC / "Vantor Holdings"

Result: No prior or current matters identified.

There is no record in the firm's conflicts database of the firm having represented Vantor Holdings Corp. in any capacity at any time, whether as a client, co-defendant, or co-plaintiff, or of Vantor having appeared as an adverse party in any matter handled by the firm. The search returned no results for any variation of the Vantor Holdings name. No prior matters involving Vantor or any of its affiliates, including Vantor Transport Services LLC, were identified. There is no relationship, past or present, between the firm and Vantor that would give rise to a conflict of interest under the applicable Rules of Professional Conduct.

6.3 Vantor Transport Services LLC

Search Terms: Vantor Transport Services LLC / VTS / "Vantor Transport"

Result: No prior or current matters identified.

The firm has no record of any engagement, consultation, or matter involving Vantor Transport Services LLC. Searched under both the full legal name and the abbreviated form "VTS." No results were returned. There is no relationship between the firm and VTS that would create any conflict or duty of loyalty.

6.4 Nikolai Vantorovich (Individual)

Search Term: Nikolai Vantorovich

Result: No prior or current matters identified.

No record exists in the firm's conflicts database of any individual representation, estate planning, personal injury, or other personal matter involving Nikolai Vantorovich. No attorney at the firm has identified Mr. Vantorovich as a current or former client or as a person with whom the firm has had a professional relationship of any kind.

6.5 Gregory Fielding / Fielding Family Trust

Search Terms: Gregory Fielding / Fielding Family Trust

Result: No prior or current matters identified.

No record exists in the firm's conflicts database of any matter involving Gregory Fielding in his individual capacity or the Fielding Family Trust. The firm has not represented Mr. Fielding or the Fielding Family Trust in any capacity, and neither has appeared as an adverse party, related party, or interested party in any matter handled by the firm.

6.6 Sandra Milescu / Derek Pruitt

Search Terms: Sandra Milescu / Derek Pruitt

Result: No prior or current matters identified for either individual.

Sandra Milescu and Derek Pruitt were identified in the complaint as Vantor personnel who may be fact witnesses in the litigation. Neither individual appears in the firm's conflicts database as a current or former client, or as a party in any matter handled by the firm. No conflict concern arises with respect to either individual.

6.7 Ridgeline Capital Partners, LP / Ridgeline Fund III, LP

Search Terms: Ridgeline Capital Partners, LP / Ridgeline Fund III, LP / Ridgeline / "Ridgeline Capital"

Result: Existing client relationship identified.

The conflicts search identified that the firm currently represents Ridgeline Capital Partners, LP in transactional matters through the firm's Private Equity / M&A practice group. The firm has served as outside counsel to Ridgeline since approximately January 2016 in connection with fund formation matters and portfolio company acquisitions. The relationship is active and ongoing, with several open matters currently in progress.

Ridgeline is the majority equity holder of Stonefield, holding approximately 72% of the outstanding equity of Stonefield through Ridgeline Fund III, LP. Ridgeline acquired its controlling stake in Stonefield in October 2017 in a leveraged buyout transaction at an enterprise value of approximately $680 million. However, the firm did not represent Ridgeline in connection with the Stonefield acquisition; that transaction was handled by another law firm.

Key Ridgeline Personnel with Stonefield Roles:

Analysis: The proposed representation of Stonefield, a Ridgeline portfolio company, is fully consistent with and complementary to the firm's existing client relationship with Ridgeline Capital Partners. No adverse interest exists between Ridgeline and Stonefield with respect to the proposed matter. The proposed engagement is a defense matter in which Stonefield is the defendant and the adverse party is Vantor Holdings Corp., an entity entirely unrelated to Ridgeline. Ridgeline's interests as the majority equity holder of Stonefield are directly aligned with Stonefield's interests in the successful defense of the Vantor claims, as an adverse judgment or settlement would directly impact the value of Ridgeline's investment in Stonefield.

There is no circumstance in which the firm's representation of Stonefield in defense of the Vantor litigation could be materially adverse to Ridgeline's interests, and no circumstance in which the firm's representation of Ridgeline in its transactional matters could be materially adverse to Stonefield's interests in this litigation. The two representations are entirely complementary.

Conclusion: No conflict of interest exists. Existing-client clearance is confirmed. Consistent with the firm's standing arrangement with Ridgeline Capital Partners, the engagement will include a 10% courtesy discount on associate billing rates extended to Ridgeline portfolio companies. This discount has been applied to other Ridgeline portfolio company engagements and is a standard feature of the firm's institutional relationship with Ridgeline.

6.8 Caldwell Royce & Shapiro LLP (Adverse Counsel)

Search Terms: Caldwell Royce & Shapiro LLP / CRS / "Caldwell Royce"

Result: No conflicts identified.

The firm's conflicts database contains no record of any current or prior matter in which Calderwood & Harkness and Caldwell Royce & Shapiro LLP served as co-counsel, collaborated on a joint representation, or were otherwise aligned on the same side of a matter. Similarly, the database contains no record of any matter in which the two firms have previously been adverse to one another. As a matter of professional responsibility, the identity of opposing counsel does not give rise to an ethical conflict. Lawyers owe duties of loyalty and confidentiality to clients, not to opposing counsel. The fact that CRS will serve as opposing counsel in this matter raises no conflict concern.

6.9 Ashford Meridian LLP

Search Terms: Ashford Meridian LLP / "Ashford Meridian"

Result: No prior or current matters identified.

The firm has no relationship of any kind with Ashford Meridian LLP. Ashford Meridian is a law firm that served as Stonefield's transactional counsel and drafted the Transportation Services Agreement at issue in this litigation. Ashford Meridian also provided initial pre-litigation guidance to Stonefield upon receipt of Vantor's pre-suit demand letter, before Stonefield made the decision to engage Calderwood & Harkness for litigation defense purposes. Ashford Meridian is not a party to the litigation and is not expected to play an active role in the case going forward, although attorneys from Ashford Meridian who drafted or negotiated the TSA may be contacted as fact witnesses regarding the intent and drafting history of the agreement. No conflict concern arises.

6.10 Cascade Freight Systems Inc.

Search Terms: Cascade Freight Systems Inc. / "Cascade Freight"

Result: No prior or current matters identified.

Cascade Freight Systems Inc. is an alternative carrier that Stonefield engaged following its termination of the TSA with VTS. Cascade is not a party to the litigation and is expected to be a peripheral entity at most. The firm has no prior or current relationship with Cascade. No conflict concern arises.

6.11 Briarwood Trucking Co.

Search Terms: Briarwood Trucking Co. / Briarwood / "Briarwood Trucking"

Result: No prior or current matters identified.

Briarwood Trucking Co. is another alternative carrier engaged by Stonefield following the termination of the TSA. Like Cascade, Briarwood is not a party to the litigation and is expected to be, at most, a peripheral entity whose involvement may be relevant to the mitigation-of-damages analysis. The firm has no prior or current relationship with Briarwood. No conflict concern arises.

6.12 Graymark Insurance Company

Search Terms: Graymark Insurance Company / Graymark / "Graymark Insurance"

Result: No prior or current matters identified.

Graymark Insurance Company is Stonefield's directors and officers liability insurer under Policy No. GLG-DO-1025-00008, which provides a $15 million aggregate limit. A tender of the Vantor claim to Graymark under the D&O policy may be considered by Stonefield, depending on the nature of the claims and the specific coverage terms. However, Graymark is not presently a party to the litigation and the firm has no prior or current relationship with Graymark that would present a conflict. Should Graymark be drawn into the matter in any capacity — for example, if Graymark denies coverage and a coverage dispute arises — a supplemental conflicts analysis will be conducted at that time.

6.13 Brindoval Mutual Insurance Co.

Search Terms: Brindoval Mutual Insurance Co. / Brindoval / "Brindoval Mutual"

Result: No prior or current matters identified.

Brindoval Mutual Insurance Co. is Stonefield's commercial general liability insurer under Policy No. CGL-SLG-2022-11902. Based on preliminary review, the CGL policy does not cover breach-of-contract claims of the type asserted by Vantor, and Brindoval is unlikely to be implicated in this matter. The firm has no prior or current relationship with Brindoval. No conflict concern arises.

6.14 Lakeshore National Bank

Search Terms: Lakeshore National Bank / Lakeshore / LNB

Result: No prior or current matters identified.

Lakeshore National Bank serves as the administrative agent under Stonefield's $425 million senior secured credit facility, which is governed by a Credit Agreement dated October 12, 2017, as amended and restated on June 30, 2021 (Credit Agreement Ref. LNB-SLG-2017-CA-4402). The credit facility consists of a $175 million revolving credit facility and a $250 million term loan B. The firm has no prior or current relationship with Lakeshore National Bank. No conflict concern arises.

As a practical matter, Stonefield will need to provide notice of this litigation to Lakeshore pursuant to Section 6.03(b) of the Credit Agreement, which requires notification of threatened or pending litigation where the potential liability exceeds $25 million. As the Vantor complaint seeks approximately $95.4 million in damages, the notification threshold is triggered. This is a client compliance obligation rather than a conflicts issue, but it is noted here because the firm's engagement team should ensure that Stonefield's General Counsel is aware of the notification requirement and the applicable timeline for compliance.

6.15 Clarendon Partners LLP

Search Terms: Clarendon Partners LLP / Clarendon / "Clarendon Partners"

Result: No prior or current matters identified.

Clarendon Partners LLP is Stonefield's independent auditor. The engagement partner at Clarendon for the Stonefield audit is Robert Farraday. The firm has no prior or current relationship with Clarendon Partners. No conflict concern arises. Clarendon's role in this matter, if any, would be limited to the possible production of audit workpapers or financial records in discovery, which is a routine matter and does not implicate any conflict of interest.

7. Conclusion and Clearance

Based on the comprehensive conflicts search described in this memorandum, and the analysis of each search result set forth above, the following determination is made:

DETERMINATION: CLEARED — NO CONFLICTS OF INTEREST IDENTIFIED

The proposed representation of Stonefield Logistics Group Inc. in defense of Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.), may proceed without restriction.

The specific findings supporting this clearance determination are as follows:

1. Proposed Client — Stonefield Logistics Group Inc.: Stonefield is a new client to the firm. No prior or current matters involving Stonefield were identified in the firm's conflicts database. Standard new-client intake procedures will apply.

2. Existing Client — Ridgeline Capital Partners, LP: The firm's existing client relationship with Ridgeline Capital Partners, LP is complementary to and fully consistent with the proposed representation of Stonefield. Ridgeline is the majority equity holder of Stonefield (approximately 72% ownership through Ridgeline Fund III, LP), and Ridgeline's interests are directly aligned with Stonefield's interests in the successful defense of the Vantor claims. No adverse interest exists between Ridgeline and Stonefield with respect to this matter. The engagement will include a 10% courtesy discount on associate billing rates extended to Ridgeline portfolio companies, consistent with the firm's standing institutional arrangement with Ridgeline.

3. Adverse Parties — Vantor Holdings Corp. and Vantor Transport Services LLC: No prior or current matters involving Vantor Holdings Corp., Vantor Transport Services LLC, or any of their affiliates, officers, or principals were identified in the firm's conflicts database. The firm has no relationship of any kind with the adverse parties.

4. Adverse Party Individuals: No prior or current matters involving Nikolai Vantorovich, Gregory Fielding, the Fielding Family Trust, Sandra Milescu, or Derek Pruitt were identified. The firm has no relationship with any of these individuals.

5. Adverse Counsel — Caldwell Royce & Shapiro LLP: No prior or current matters involving CRS were identified that would present a conflict of interest. The identity of opposing counsel does not give rise to an ethical conflict under the applicable Rules of Professional Conduct.

6. Related Parties: No prior or current matters involving Ashford Meridian LLP, Cascade Freight Systems Inc., Briarwood Trucking Co., Graymark Insurance Company, Brindoval Mutual Insurance Co., Lakeshore National Bank, or Clarendon Partners LLP were identified that would present a conflict of interest or otherwise preclude the proposed engagement.

Next Steps:

• An engagement letter is to be prepared for execution by Samuel Eklund (on behalf of the firm) and Tobias Wren, General Counsel of Stonefield Logistics Group Inc. (on behalf of the client). The engagement letter is to be dated September 1, 2022.

• The matter is to be opened in the firm's matter management system under Matter No. 1012-00005.

• New-client intake procedures, including Know Your Client verification, anti-money laundering screening, and billing arrangement setup, are to be completed prior to or concurrent with the execution of the engagement letter.

• The proposed engagement team should be notified of clearance and should commence preparation for the defense, including review of the complaint, assessment of the answer and responsive pleading timeline, and identification of immediate preservation obligations.

8. Distribution and Retention

This memorandum is to be retained in the permanent file for Matter No. 1012-00005 and in the firm's Conflicts Committee records in accordance with the firm's document retention policies. This memorandum is classified as Attorney-Client Privileged and Attorney Work Product and is not to be disclosed to any person outside the firm without the express written authorization of the Responsible Partner or the firm's General Counsel.

Distribution:

• Samuel Eklund, Partner, Litigation (General) — Responsible Partner

• Firm Conflicts Committee — for record

Prepared by:

Linda Osei Partner, Litigation (General) Calderwood & Harkness LLP

Date of Clearance: August 29, 2022

PREPARED AND SUBMITTED BY:

________________________________________

Linda Osei Partner, Litigation (General) Calderwood & Harkness LLP

Date: August 29, 2022

CONFIDENTIAL — This memorandum is protected by the attorney-client privilege and the attorney work product doctrine. It is intended solely for the internal use of Calderwood & Harkness LLP in connection with the evaluation and management of conflicts of interest. Unauthorized disclosure, reproduction, or distribution of this memorandum or any portion thereof is strictly prohibited. Any questions regarding the contents of this memorandum should be directed to Linda Osei or Samuel Eklund.

Name	Title	Role
Marcus Denton	Chief Executive Officer	Executive sponsor
Priya Ramachandran	Chief Financial Officer	Financial and damages matters
Tobias Wren	General Counsel	Primary contact for engagement
Carlos Medina	Senior Vice President, Operations	Fact witness; operational matters
Janet Kirkwood	Vice President, Carrier Relations	Fact witness; carrier management
Raymond Hess	Director, Contract Compliance	Fact witness; TSA compliance and performance data
Name	Title	Role
Harrison Caldwell	Named Partner	Lead litigation partner for Vantor
Meredith Shapiro	Named Partner	Co-counsel
Jason Whitford	Senior Associate	Associate counsel
Alina Petrov	Associate	Associate counsel
Name	Role	Practice Group
Samuel Eklund	Responsible Partner	Litigation (General)
Linda Osei	Billing Partner	Litigation (General)
Patrick Gallagher	Lead Associate	Litigation (General)
Simone Laroche	Working Associate	Litigation (General)
Helen Tsao	Senior Paralegal	Litigation Support
David Moretti	Litigation Support / eDiscovery Manager	Litigation Technology
Kara Nystrom	Contract Associate (document review)	Litigation (General)
Name	Ridgeline Title	Stonefield Role
Douglas Whitmore	Managing Partner	No formal Stonefield role
Alison Trang	Partner	Member, SLG Board of Directors
Brendan Carey	Vice President	SLG Board Observer

CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166
INTERNAL MEMORANDUM — PRIVILEGED AND CONFIDENTIAL
ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT THIS MEMORANDUM IS PREPARED IN ANTICIPATION OF LITIGATION AND IN CONNECTION WITH THE PROVISION OF LEGAL SERVICES. IT IS NOT TO BE DISCLOSED TO ANY PERSON OUTSIDE THE FIRM WITHOUT THE EXPRESS AUTHORIZATION OF THE RESPONSIBLE PARTNER OR THE FIRM'S GENERAL COUNSEL.
DATE: August 29, 2022
FROM: Linda Osei, Partner, Litigation (General)
TO: Samuel Eklund, Partner, Litigation (General)
RE: Conflict Check Results — Proposed Representation of Stonefield Logistics Group Inc. in Defense of Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
PROPOSED MATTER NO.: 1012-00005
CLASSIFICATION: Attorney-Client Privileged / Attorney Work Product
1. Purpose and Executive Summary
The purpose of this memorandum is to memorialize the results of the firm's conflict of interest check conducted in connection with the proposed engagement of Stonefield Logistics Group Inc. ("Stonefield" or "SLG") as a new litigation defense client in the matter captioned Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841, pending in the United States District Court for the Southern District of New York. This memorandum has been prepared in accordance with the firm's Conflict of Interest Policies and Procedures Manual (Rev. June 2021) and is intended to document the search methodology, results, analysis, and ultimate clearance determination for the firm's permanent records.
The conflict check was initiated on August 26, 2022, following receipt of a referral inquiry from Tobias Wren, General Counsel of Stonefield, and was completed on August 29, 2022. All searches were conducted through the firm's proprietary conflicts database system, encompassing all domestic and international offices.
Summary of Conclusion: Following a comprehensive review of all relevant parties, related entities, key individuals, adverse parties, and adverse counsel, no conflicts of interest have been identified that would preclude the firm from undertaking the proposed engagement. The firm is cleared to proceed with the representation of Stonefield Logistics Group Inc. in the above-captioned matter.
One existing client relationship of note was identified during the course of the search: the firm currently represents Ridgeline Capital Partners, LP ("Ridgeline"), which is the majority equity holder of Stonefield through Ridgeline Fund III, LP. As set forth in greater detail in Section 6.7 below, the proposed representation of Stonefield is consistent with and complementary to the firm's existing relationship with Ridgeline, and presents no adverse interest or conflict of any kind. To the contrary, Ridgeline's interests as majority owner of Stonefield are fully aligned with Stonefield's interests in the successful defense of the Vantor claims.
The engagement letter is expected to be dated September 1, 2022, pending formal clearance, and will be executed by Samuel Eklund on behalf of the firm and by Tobias Wren on behalf of Stonefield.
2. Proposed Client Information
Set forth below is a summary of the key identifying information for the proposed client, Stonefield Logistics Group Inc., as gathered from publicly available sources and from preliminary communications with the prospective client's General Counsel.
Full Legal Name: Stonefield Logistics Group Inc.
Entity Type: Corporation organized under the laws of the State of Delaware
Headquarters: 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102
Registered Agent (Delaware): Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801
Employer Identification Number (EIN): 83-2947106
Industry Classification: Transportation and logistics; industrials sector
Company Overview: Stonefield is a mid-market freight brokerage, managed transportation, and supply chain solutions company headquartered in Fort Worth, Texas. The company provides a comprehensive suite of logistics services including truckload ("TL"), less-than-truckload ("LTL"), intermodal, and last-mile delivery services to a diversified base of shippers across the United States. For its fiscal year ended December 31, 2022, Stonefield reported revenue of approximately $1.28 billion. The company employs approximately 2,800 people across its headquarters and regional offices and maintains a network of approximately 12,000 approved carriers. Stonefield manages approximately 850,000 shipments annually through its proprietary transportation management platform and brokerage operations.
Majority Owner / Private Equity Sponsor: Ridgeline Capital Partners, LP, a private equity firm based in New York, holds approximately 72% of the equity ownership of Stonefield through its investment vehicle, Ridgeline Fund III, LP. Ridgeline acquired its controlling stake in Stonefield in October 2017 in a leveraged buyout transaction at an enterprise value of approximately $680 million. The remaining equity is held by management and minority investors.
Key Client Personnel for This Engagement:
Tobias Wren has been designated as the primary point of contact for the engagement and will serve as the liaison between the Calderwood & Harkness litigation team and Stonefield's internal legal department and business personnel.
3. Adverse Party Information
3.1 Vantor Holdings Corp. (Plaintiff)
Full Legal Name: Vantor Holdings Corp.
Entity Type: Corporation organized under the laws of the State of New York
Headquarters: 580 Eighth Avenue, 14th Floor, New York, New York 10018
Employer Identification Number (EIN): 46-3821554
Company Overview: Vantor Holdings Corp. ("Vantor" or "VHC") is a holding company whose principal operating subsidiary is Vantor Transport Services LLC. Through its subsidiary, Vantor provides a combination of asset-based and asset-light trucking, warehousing, and regional distribution services, with operations concentrated primarily in the Northeast and Mid-Atlantic corridors of the United States. For its fiscal year ended December 31, 2022, Vantor reported consolidated revenue of approximately $310 million. The company employs approximately 1,900 people across its operations.
Ownership and Key Personnel:
•  Nikolai Vantorovich — Chief Executive Officer and Founder. Mr. Vantorovich holds approximately 58% of the outstanding equity of Vantor Holdings Corp. He founded the company in 2004 and has served as CEO continuously since that time.
•  Gregory Fielding — Chief Financial Officer. Mr. Fielding has served as CFO since approximately 2012.
•  Fielding Family Trust — Holds approximately 12% of the outstanding equity of Vantor Holdings Corp. The trustee and beneficiary information for the Fielding Family Trust is not publicly available, but the trust is understood to be associated with CFO Gregory Fielding and his immediate family members.
•  Various Minority Investors — The remaining approximately 30% of Vantor's equity is held by various minority investors, the identities of whom are not publicly disclosed.
3.2 Vantor Transport Services LLC (Operational Subsidiary / TSA Counterparty)
Full Legal Name: Vantor Transport Services LLC
Entity Type: Limited liability company organized under the laws of the State of New York
Employer Identification Number (EIN): 46-3821609
Sole Member: Vantor Holdings Corp.
Overview: Vantor Transport Services LLC ("VTS") is the wholly owned operating subsidiary of Vantor Holdings Corp. and is the entity that served as the signatory counterparty to the Transportation Services Agreement dated March 15, 2019, which is at the center of the dispute in the above-captioned litigation. VTS operates a fleet of approximately 650 owned tractors and approximately 2,100 trailers, and provides the day-to-day trucking, warehousing, and distribution services offered under the Vantor brand. VTS is the entity through which Vantor conducted business with Stonefield under the TSA and is the entity whose performance under the TSA is the subject of Stonefield's termination-for-cause determination.
It should be noted that while VTS was the direct counterparty to the TSA, the plaintiff in the litigation is Vantor Holdings Corp. rather than VTS. Stonefield's General Counsel has indicated that this may be a subject of motion practice, as there may be standing questions regarding whether VHC, rather than VTS, is the proper party plaintiff. This is a substantive litigation issue rather than a conflicts matter, but it is flagged here for completeness and to explain why both entities were included in the conflicts search.
3.3 Adverse Counsel
Firm Name: Caldwell Royce & Shapiro LLP ("CRS")
Office: 1 Liberty Plaza, 22nd Floor, New York, New York 10006
Key Personnel on This Matter:
Caldwell Royce & Shapiro LLP is a New York-based litigation boutique that has represented Vantor Holdings Corp. and its affiliates in prior commercial disputes, according to publicly available court records. CRS filed the complaint on behalf of Vantor on August 12, 2022.
4. Matter Description
Nature of Matter: Defense of a breach-of-contract action filed by Vantor Holdings Corp. against Stonefield Logistics Group Inc. in the United States District Court for the Southern District of New York.
Case Caption: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
Presiding Judge: The Honorable Margaret T. Calloway, United States District Judge
Date Complaint Filed: August 12, 2022
Underlying Dispute: The complaint filed by Vantor alleges that Stonefield wrongfully terminated a five-year Transportation Services Agreement (the "TSA"), dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315), between Stonefield and Vantor Transport Services LLC. The TSA governed the provision of dedicated trucking and regional distribution services by VTS to Stonefield in exchange for guaranteed freight volumes and negotiated rates. Vantor contends that Stonefield's termination of the TSA was not supported by a valid contractual basis and constitutes a material breach of the agreement.
Vantor claims damages in the aggregate amount of approximately $95.4 million, broken down in the complaint as follows: (a) liquidated damages pursuant to the early termination provision of the TSA; (b) lost profits for the remaining term of the agreement; (c) stranded asset costs relating to tractors and trailers that VTS acquired or dedicated to the Stonefield account; (d) workforce reduction costs, including severance, benefits continuation, and retraining expenses for personnel assigned to the Stonefield account; and (e) mitigation costs incurred by Vantor in seeking replacement business to offset the lost Stonefield volumes.
Stonefield's Position: Based on preliminary discussions with Stonefield's General Counsel, Tobias Wren, Stonefield's position is that the termination was validly exercised for Cause pursuant to Section 13.1(a) of the TSA, which permitted termination upon a material breach of the Service Level Obligations set forth in Exhibit B to the TSA. Specifically, Stonefield contends that VTS failed to meet minimum on-time delivery performance standards, cargo damage thresholds, and equipment availability requirements over consecutive measurement periods, thereby triggering the termination-for-cause right after the expiration of applicable cure periods. Stonefield intends to assert affirmative defenses, including but not limited to prior material breach, failure to mitigate damages, and invalidity of the liquidated damages provision as an unenforceable penalty. Stonefield further intends to seek a declaratory judgment that the termination was lawful and that no amounts are owed to Vantor.
Proposed Role for Calderwood & Harkness LLP: Lead defense counsel in the litigation, including all aspects of motion practice, discovery, depositions, trial preparation, and trial.
Proposed Engagement Team:
5. Conflicts Search Methodology
Conflicts searches were conducted through the firm's proprietary conflicts database system (the "System"), which encompasses all current and historical client and matter records across all Calderwood & Harkness offices. The searches were initiated on August 26, 2022, and were completed on August 29, 2022. All searches were conducted by the undersigned, with assistance from the firm's Conflicts and New Business Department.
The following search terms and variations were employed in the conflicts database:
Proposed Client and Related Entities:
•  Stonefield Logistics Group Inc. / SLG / Stonefield / "Stonefield Logistics"
•  Ridgeline Capital Partners, LP / Ridgeline Fund III, LP / Ridgeline / "Ridgeline Capital"
Adverse Parties and Related Entities:
•  Vantor Holdings Corp. / Vantor / VHC / "Vantor Holdings"
•  Vantor Transport Services LLC / VTS / "Vantor Transport"
•  Nikolai Vantorovich (individual)
•  Gregory Fielding (individual) / Fielding Family Trust
•  Sandra Milescu (individual) — identified in the complaint as Vantor's Vice President, Operations
•  Derek Pruitt (individual) — identified in the complaint as Vantor's Director, Fleet Management
•  All known Vantor affiliates and subsidiaries, including any entities doing business as or formerly known as any variation of the Vantor name
Adverse Counsel:
•  Caldwell Royce & Shapiro LLP / CRS / "Caldwell Royce"
Additional Related Parties:
•  Cascade Freight Systems Inc. — alternative carrier utilized by Stonefield following the TSA termination
•  Briarwood Trucking Co. — alternative carrier utilized by Stonefield following the TSA termination
•  Ashford Meridian LLP — Stonefield's transactional counsel, which drafted the TSA and provided initial pre-litigation guidance before Stonefield's decision to engage Calderwood & Harkness for the litigation defense
•  Graymark Insurance Company — Stonefield's directors and officers liability insurer (Policy No. GLG-DO-1025-00008; $15 million aggregate limit)
•  Brindoval Mutual Insurance Co. — Stonefield's commercial general liability insurer (Policy No. CGL-SLG-2022-11902)
•  Lakeshore National Bank — administrative agent under Stonefield's $425 million senior secured credit facility (Credit Agreement Ref. LNB-SLG-2017-CA-4402)
•  Clarendon Partners LLP — Stonefield's independent auditor
Scope of Searches:
The searches covered the following categories of records within the firm's conflicts database: (i) current client matters; (ii) closed and former client matters; (iii) adverse party records across all matters; (iv) individual attorney records, including prior employment and prior representations; and (v) related-entity records, including parent companies, subsidiaries, affiliates, and beneficial owners.
In addition to the database searches, the undersigned circulated a conflicts inquiry to all partners and senior associates in the firm's Litigation (General), Private Equity / M&A, Real Estate, and Banking & Finance practice groups, requesting that they identify any known relationships or potential conflicts involving the above-listed parties. No responses identified any conflicts or potential issues beyond the Ridgeline Capital Partners relationship discussed in Section 6.7 below.
6. Conflict Search Results
Set forth below are the detailed results of the conflicts search for each entity and individual included in the search protocol. Each result is presented with the search term, the outcome, and any analysis warranted by the result.
6.1 Stonefield Logistics Group Inc.
Search Terms: Stonefield Logistics Group Inc. / SLG / Stonefield / "Stonefield Logistics"
Result: No prior or current matters identified.
The firm has not previously represented Stonefield Logistics Group Inc. in any capacity, whether as a client in litigation, transactional, regulatory, or advisory matters. No records exist in the conflicts database reflecting any engagement, consultation, pitch, or matter involving Stonefield. Accordingly, Stonefield is a new client to the firm. Standard new-client intake procedures will apply, including execution of a formal engagement letter, completion of the firm's Know Your Client verification process, and establishment of billing arrangements.
6.2 Vantor Holdings Corp.
Search Terms: Vantor Holdings Corp. / Vantor / VHC / "Vantor Holdings"
Result: No prior or current matters identified.
There is no record in the firm's conflicts database of the firm having represented Vantor Holdings Corp. in any capacity at any time, whether as a client, co-defendant, or co-plaintiff, or of Vantor having appeared as an adverse party in any matter handled by the firm. The search returned no results for any variation of the Vantor Holdings name. No prior matters involving Vantor or any of its affiliates, including Vantor Transport Services LLC, were identified. There is no relationship, past or present, between the firm and Vantor that would give rise to a conflict of interest under the applicable Rules of Professional Conduct.
6.3 Vantor Transport Services LLC
Search Terms: Vantor Transport Services LLC / VTS / "Vantor Transport"
Result: No prior or current matters identified.
The firm has no record of any engagement, consultation, or matter involving Vantor Transport Services LLC. Searched under both the full legal name and the abbreviated form "VTS." No results were returned. There is no relationship between the firm and VTS that would create any conflict or duty of loyalty.
6.4 Nikolai Vantorovich (Individual)
Search Term: Nikolai Vantorovich
Result: No prior or current matters identified.
No record exists in the firm's conflicts database of any individual representation, estate planning, personal injury, or other personal matter involving Nikolai Vantorovich. No attorney at the firm has identified Mr. Vantorovich as a current or former client or as a person with whom the firm has had a professional relationship of any kind.
6.5 Gregory Fielding / Fielding Family Trust
Search Terms: Gregory Fielding / Fielding Family Trust
Result: No prior or current matters identified.
No record exists in the firm's conflicts database of any matter involving Gregory Fielding in his individual capacity or the Fielding Family Trust. The firm has not represented Mr. Fielding or the Fielding Family Trust in any capacity, and neither has appeared as an adverse party, related party, or interested party in any matter handled by the firm.
6.6 Sandra Milescu / Derek Pruitt
Search Terms: Sandra Milescu / Derek Pruitt
Result: No prior or current matters identified for either individual.
Sandra Milescu and Derek Pruitt were identified in the complaint as Vantor personnel who may be fact witnesses in the litigation. Neither individual appears in the firm's conflicts database as a current or former client, or as a party in any matter handled by the firm. No conflict concern arises with respect to either individual.
6.7 Ridgeline Capital Partners, LP / Ridgeline Fund III, LP
Search Terms: Ridgeline Capital Partners, LP / Ridgeline Fund III, LP / Ridgeline / "Ridgeline Capital"
Result: Existing client relationship identified.
The conflicts search identified that the firm currently represents Ridgeline Capital Partners, LP in transactional matters through the firm's Private Equity / M&A practice group. The firm has served as outside counsel to Ridgeline since approximately January 2016 in connection with fund formation matters and portfolio company acquisitions. The relationship is active and ongoing, with several open matters currently in progress.
Ridgeline is the majority equity holder of Stonefield, holding approximately 72% of the outstanding equity of Stonefield through Ridgeline Fund III, LP. Ridgeline acquired its controlling stake in Stonefield in October 2017 in a leveraged buyout transaction at an enterprise value of approximately $680 million. However, the firm did not represent Ridgeline in connection with the Stonefield acquisition; that transaction was handled by another law firm.
Key Ridgeline Personnel with Stonefield Roles:
Analysis: The proposed representation of Stonefield, a Ridgeline portfolio company, is fully consistent with and complementary to the firm's existing client relationship with Ridgeline Capital Partners. No adverse interest exists between Ridgeline and Stonefield with respect to the proposed matter. The proposed engagement is a defense matter in which Stonefield is the defendant and the adverse party is Vantor Holdings Corp., an entity entirely unrelated to Ridgeline. Ridgeline's interests as the majority equity holder of Stonefield are directly aligned with Stonefield's interests in the successful defense of the Vantor claims, as an adverse judgment or settlement would directly impact the value of Ridgeline's investment in Stonefield.
There is no circumstance in which the firm's representation of Stonefield in defense of the Vantor litigation could be materially adverse to Ridgeline's interests, and no circumstance in which the firm's representation of Ridgeline in its transactional matters could be materially adverse to Stonefield's interests in this litigation. The two representations are entirely complementary.
Conclusion: No conflict of interest exists. Existing-client clearance is confirmed. Consistent with the firm's standing arrangement with Ridgeline Capital Partners, the engagement will include a 10% courtesy discount on associate billing rates extended to Ridgeline portfolio companies. This discount has been applied to other Ridgeline portfolio company engagements and is a standard feature of the firm's institutional relationship with Ridgeline.
6.8 Caldwell Royce & Shapiro LLP (Adverse Counsel)
Search Terms: Caldwell Royce & Shapiro LLP / CRS / "Caldwell Royce"
Result: No conflicts identified.
The firm's conflicts database contains no record of any current or prior matter in which Calderwood & Harkness and Caldwell Royce & Shapiro LLP served as co-counsel, collaborated on a joint representation, or were otherwise aligned on the same side of a matter. Similarly, the database contains no record of any matter in which the two firms have previously been adverse to one another. As a matter of professional responsibility, the identity of opposing counsel does not give rise to an ethical conflict. Lawyers owe duties of loyalty and confidentiality to clients, not to opposing counsel. The fact that CRS will serve as opposing counsel in this matter raises no conflict concern.
6.9 Ashford Meridian LLP
Search Terms: Ashford Meridian LLP / "Ashford Meridian"
Result: No prior or current matters identified.
The firm has no relationship of any kind with Ashford Meridian LLP. Ashford Meridian is a law firm that served as Stonefield's transactional counsel and drafted the Transportation Services Agreement at issue in this litigation. Ashford Meridian also provided initial pre-litigation guidance to Stonefield upon receipt of Vantor's pre-suit demand letter, before Stonefield made the decision to engage Calderwood & Harkness for litigation defense purposes. Ashford Meridian is not a party to the litigation and is not expected to play an active role in the case going forward, although attorneys from Ashford Meridian who drafted or negotiated the TSA may be contacted as fact witnesses regarding the intent and drafting history of the agreement. No conflict concern arises.
6.10 Cascade Freight Systems Inc.
Search Terms: Cascade Freight Systems Inc. / "Cascade Freight"
Result: No prior or current matters identified.
Cascade Freight Systems Inc. is an alternative carrier that Stonefield engaged following its termination of the TSA with VTS. Cascade is not a party to the litigation and is expected to be a peripheral entity at most. The firm has no prior or current relationship with Cascade. No conflict concern arises.
6.11 Briarwood Trucking Co.
Search Terms: Briarwood Trucking Co. / Briarwood / "Briarwood Trucking"
Result: No prior or current matters identified.
Briarwood Trucking Co. is another alternative carrier engaged by Stonefield following the termination of the TSA. Like Cascade, Briarwood is not a party to the litigation and is expected to be, at most, a peripheral entity whose involvement may be relevant to the mitigation-of-damages analysis. The firm has no prior or current relationship with Briarwood. No conflict concern arises.
6.12 Graymark Insurance Company
Search Terms: Graymark Insurance Company / Graymark / "Graymark Insurance"
Result: No prior or current matters identified.
Graymark Insurance Company is Stonefield's directors and officers liability insurer under Policy No. GLG-DO-1025-00008, which provides a $15 million aggregate limit. A tender of the Vantor claim to Graymark under the D&O policy may be considered by Stonefield, depending on the nature of the claims and the specific coverage terms. However, Graymark is not presently a party to the litigation and the firm has no prior or current relationship with Graymark that would present a conflict. Should Graymark be drawn into the matter in any capacity — for example, if Graymark denies coverage and a coverage dispute arises — a supplemental conflicts analysis will be conducted at that time.
6.13 Brindoval Mutual Insurance Co.
Search Terms: Brindoval Mutual Insurance Co. / Brindoval / "Brindoval Mutual"
Result: No prior or current matters identified.
Brindoval Mutual Insurance Co. is Stonefield's commercial general liability insurer under Policy No. CGL-SLG-2022-11902. Based on preliminary review, the CGL policy does not cover breach-of-contract claims of the type asserted by Vantor, and Brindoval is unlikely to be implicated in this matter. The firm has no prior or current relationship with Brindoval. No conflict concern arises.
6.14 Lakeshore National Bank
Search Terms: Lakeshore National Bank / Lakeshore / LNB
Result: No prior or current matters identified.
Lakeshore National Bank serves as the administrative agent under Stonefield's $425 million senior secured credit facility, which is governed by a Credit Agreement dated October 12, 2017, as amended and restated on June 30, 2021 (Credit Agreement Ref. LNB-SLG-2017-CA-4402). The credit facility consists of a $175 million revolving credit facility and a $250 million term loan B. The firm has no prior or current relationship with Lakeshore National Bank. No conflict concern arises.
As a practical matter, Stonefield will need to provide notice of this litigation to Lakeshore pursuant to Section 6.03(b) of the Credit Agreement, which requires notification of threatened or pending litigation where the potential liability exceeds $25 million. As the Vantor complaint seeks approximately $95.4 million in damages, the notification threshold is triggered. This is a client compliance obligation rather than a conflicts issue, but it is noted here because the firm's engagement team should ensure that Stonefield's General Counsel is aware of the notification requirement and the applicable timeline for compliance.
6.15 Clarendon Partners LLP
Search Terms: Clarendon Partners LLP / Clarendon / "Clarendon Partners"
Result: No prior or current matters identified.
Clarendon Partners LLP is Stonefield's independent auditor. The engagement partner at Clarendon for the Stonefield audit is Robert Farraday. The firm has no prior or current relationship with Clarendon Partners. No conflict concern arises. Clarendon's role in this matter, if any, would be limited to the possible production of audit workpapers or financial records in discovery, which is a routine matter and does not implicate any conflict of interest.
7. Conclusion and Clearance
Based on the comprehensive conflicts search described in this memorandum, and the analysis of each search result set forth above, the following determination is made:
DETERMINATION: CLEARED — NO CONFLICTS OF INTEREST IDENTIFIED
The proposed representation of Stonefield Logistics Group Inc. in defense of Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.), may proceed without restriction.
The specific findings supporting this clearance determination are as follows:
1.  Proposed Client — Stonefield Logistics Group Inc.: Stonefield is a new client to the firm. No prior or current matters involving Stonefield were identified in the firm's conflicts database. Standard new-client intake procedures will apply.
2.  Existing Client — Ridgeline Capital Partners, LP: The firm's existing client relationship with Ridgeline Capital Partners, LP is complementary to and fully consistent with the proposed representation of Stonefield. Ridgeline is the majority equity holder of Stonefield (approximately 72% ownership through Ridgeline Fund III, LP), and Ridgeline's interests are directly aligned with Stonefield's interests in the successful defense of the Vantor claims. No adverse interest exists between Ridgeline and Stonefield with respect to this matter. The engagement will include a 10% courtesy discount on associate billing rates extended to Ridgeline portfolio companies, consistent with the firm's standing institutional arrangement with Ridgeline.
3.  Adverse Parties — Vantor Holdings Corp. and Vantor Transport Services LLC: No prior or current matters involving Vantor Holdings Corp., Vantor Transport Services LLC, or any of their affiliates, officers, or principals were identified in the firm's conflicts database. The firm has no relationship of any kind with the adverse parties.
4.  Adverse Party Individuals: No prior or current matters involving Nikolai Vantorovich, Gregory Fielding, the Fielding Family Trust, Sandra Milescu, or Derek Pruitt were identified. The firm has no relationship with any of these individuals.
5.  Adverse Counsel — Caldwell Royce & Shapiro LLP: No prior or current matters involving CRS were identified that would present a conflict of interest. The identity of opposing counsel does not give rise to an ethical conflict under the applicable Rules of Professional Conduct.
6.  Related Parties: No prior or current matters involving Ashford Meridian LLP, Cascade Freight Systems Inc., Briarwood Trucking Co., Graymark Insurance Company, Brindoval Mutual Insurance Co., Lakeshore National Bank, or Clarendon Partners LLP were identified that would present a conflict of interest or otherwise preclude the proposed engagement.
Next Steps:
•  An engagement letter is to be prepared for execution by Samuel Eklund (on behalf of the firm) and Tobias Wren, General Counsel of Stonefield Logistics Group Inc. (on behalf of the client). The engagement letter is to be dated September 1, 2022.
•  The matter is to be opened in the firm's matter management system under Matter No. 1012-00005.
•  New-client intake procedures, including Know Your Client verification, anti-money laundering screening, and billing arrangement setup, are to be completed prior to or concurrent with the execution of the engagement letter.
•  The proposed engagement team should be notified of clearance and should commence preparation for the defense, including review of the complaint, assessment of the answer and responsive pleading timeline, and identification of immediate preservation obligations.
8. Distribution and Retention
This memorandum is to be retained in the permanent file for Matter No. 1012-00005 and in the firm's Conflicts Committee records in accordance with the firm's document retention policies. This memorandum is classified as Attorney-Client Privileged and Attorney Work Product and is not to be disclosed to any person outside the firm without the express written authorization of the Responsible Partner or the firm's General Counsel.
Distribution:
•  Samuel Eklund, Partner, Litigation (General) — Responsible Partner
•  Firm Conflicts Committee — for record
Prepared by:
Linda Osei Partner, Litigation (General) Calderwood & Harkness LLP
Date of Clearance: August 29, 2022
PREPARED AND SUBMITTED BY:
________________________________________
Linda Osei Partner, Litigation (General) Calderwood & Harkness LLP
Date: August 29, 2022
CONFIDENTIAL — This memorandum is protected by the attorney-client privilege and the attorney work product doctrine. It is intended solely for the internal use of Calderwood & Harkness LLP in connection with the evaluation and management of conflicts of interest. Unauthorized disclosure, reproduction, or distribution of this memorandum or any portion thereof is strictly prohibited. Any questions regarding the contents of this memorandum should be directed to Linda Osei or Samuel Eklund.
Name | Title | Role
Marcus Denton | Chief Executive Officer | Executive sponsor
Priya Ramachandran | Chief Financial Officer | Financial and damages matters
Tobias Wren | General Counsel | Primary contact for engagement
Carlos Medina | Senior Vice President, Operations | Fact witness; operational matters
Janet Kirkwood | Vice President, Carrier Relations | Fact witness; carrier management
Raymond Hess | Director, Contract Compliance | Fact witness; TSA compliance and performance data
Name | Title | Role
Harrison Caldwell | Named Partner | Lead litigation partner for Vantor
Meredith Shapiro | Named Partner | Co-counsel
Jason Whitford | Senior Associate | Associate counsel
Alina Petrov | Associate | Associate counsel
Name | Role | Practice Group
Samuel Eklund | Responsible Partner | Litigation (General)
Linda Osei | Billing Partner | Litigation (General)
Patrick Gallagher | Lead Associate | Litigation (General)
Simone Laroche | Working Associate | Litigation (General)
Helen Tsao | Senior Paralegal | Litigation Support
David Moretti | Litigation Support / eDiscovery Manager | Litigation Technology
Kara Nystrom | Contract Associate (document review) | Litigation (General)
Name | Ridgeline Title | Stonefield Role
Douglas Whitmore | Managing Partner | No formal Stonefield role
Alison Trang | Partner | Member, SLG Board of Directors
Brendan Carey | Vice President | SLG Board Observer

CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166

PROPOSED MATTER NO.: 1012-00005

PREPARED AND SUBMITTED BY:

Record

Parties

Dates

Amounts