David,
I am writing, with our C&H team members copied, to confirm that all outstanding closing deliverables for the Optiwave Semiconductor Corp. $250,000,000 (base offering) 2.75% Convertible Senior Notes due 2028 offering and related capped call transactions have been received and filed. Accordingly, we are marking C&H Matter No. 1014-00001 (Billing Code 48710-001) as closed and completed.
**Over-Allotment Closing**
As you know, the over-allotment additional Notes in the aggregate principal amount of $37,500,000 — representing the full exercise of the 15% greenshoe option — were delivered on June 1, 2023, bringing the total aggregate principal amount of Notes outstanding to $287,500,000. The additional initial purchasers' discount of $750,000 (2.00% of $37,500,000) was deducted at the over-allotment closing. Broadmere Trust Company, N.A. authenticated and delivered the additional Notes through DTC (Participant No. 2174) on June 1, CUSIP 683742AA5.
**Final Closing Deliverables Received**
We can confirm receipt and filing of the following final items that were outstanding after the initial closing on May 30, 2023:
1. Executed original signature pages for the Indenture (OWS and Broadmere Trust Company, N.A.) 2. Executed original signature pages for the Purchase Agreement (OWS, Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co.) 3. Executed capped call confirmations — originals from both Ridgepoint Capital Markets LLC and Northvane Financial Products LP 4. Executed 2002 ISDA Master Agreements with both capped call counterparties 5. Original Secretary's Certificate from David Shih with all exhibits (certificate of incorporation, bylaws, board resolutions of May 19, 2023, pricing committee resolutions of May 23, 2023, and incumbency certificate) 6. Officers' Certificate pursuant to Purchase Agreement Section 6(d) signed by Marcus Harding and Priya Nandakumar 7. Officers' Certificate to Trustee signed by Priya Nandakumar 8. C&H legal opinions and negative assurance letter (opinion to initial purchasers, opinion to trustee, 10b-5 letter) — all dated May 30, 2023 9. Tax memorandum from Leonard Cross dated May 29, 2023 10. DTC Eligibility Letter / Letter of Representations 11. Comfort letter and bring-down comfort letter from Aldgate & Finch LLP (Robert Nishimura, engagement partner) 12. Confirmation of filing of the Nasdaq supplemental listing application (filed May 25, 2023) for up to approximately 3,042,325 shares of common stock issuable upon conversion 13. Limited Consent and Waiver under the revolving credit facility with Crestline National Bank, N.A., dated May 22, 2023 14. Instruction letter to Broadmere Trust dated May 29, 2023 15. Final Offering Memorandum dated May 24, 2023
**Closing Binder**
The comprehensive closing binder has been compiled and includes execution versions of all transaction documents, certificates, opinions, and ancillary deliverables. The master closing checklist maintained by C&H has been updated through today's date, June 12, 2023, with all items marked as received and complete. Electronic copies of the full closing binder will be distributed to you and Rachel Fontaine at OWS shortly. Hard copies will be sent to your offices at 4800 Great America Parkway, Suite 1200, San Jose, CA 95054, under separate cover.
**Matter Closure**
C&H Matter No. 1014-00001 is being marked as closed and completed in the firm's records effective today, June 12, 2023. Theodore Langston will be circulating a final invoice under the engagement terms (fee cap of $1,850,000 plus disbursements) separately. The engagement opened on March 6, 2023, and we are very pleased to have brought the transaction to a successful close.
**Acknowledgments**
I want to extend my sincere thanks to you and the entire OWS team — particularly Marcus Harding, Priya Nandakumar, and Rachel Fontaine — for your collaboration and responsiveness throughout this process. It was a pleasure working with all of you.
On the C&H side, I want to recognize the outstanding work of Claire Dempsey, who led the day-to-day execution as lead associate, Audrey Zhou for her tireless work on the documentation, Leonard Cross for his guidance on the tax structuring, and Theodore Langston for his support on the engagement and billing side. This was a true team effort.
I also want to note the smooth coordination with Diana Castellano and Ryan Fujimoto at Prescott Whitfield LLP on the initial purchasers' side, and with Karen Llewellyn at Broadmere Trust — their professionalism contributed to an efficient closing process.
Please do not hesitate to reach out if any post-closing questions or follow-up matters arise. We remain available at any time.
With best regards,
Jennifer Kwon Partner, Capital Markets Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 T: (212) 479-6300 jkwon@calderwoodharkness.com