PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
FROM: Rafael Dominguez, Associate, Real Estate Department, Calderwood & Harkness LLP
TO: Douglas Fairchild, Responsible Partner, Real Estate Department Angela Fontaine, Billing Partner, Real Estate Department
DATE: April 5, 2023
RE: Conflicts Clearance — Proposed Representation of Aurelius Global Media Group PLC / Aurelius Media Holdings Inc. in Connection with Headquarters Lease at 787 Seventh Avenue, New York, NY 10019
MATTER NO.: 1017-00009
FIRM: Calderwood & Harkness LLP, 425 Park Avenue, 18th Floor, New York, NY 10022
I. PURPOSE
This memorandum documents the results of the conflicts of interest search conducted in advance of Calderwood & Harkness LLP's proposed engagement to represent Aurelius Global Media Group PLC, a public limited company incorporated in England and Wales (Company No. 04291837, registered office at 1 Canary Wharf, London E14 5AB, United Kingdom) ("Aurelius PLC"), and its wholly owned United States subsidiary, Aurelius Media Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (Delaware File No. 7318294) ("Aurelius US," and together with Aurelius PLC, the "Client"), as tenant's counsel in the negotiation and documentation of a long-term headquarters office lease at Greystone Tower, 787 Seventh Avenue, New York, New York 10019 (the "Building") (the "Proposed Engagement").
The conflicts check was initiated on April 4, 2023, following receipt of the initial client intake form and preliminary term sheet, and was completed on April 5, 2023. The clearance process has been completed prior to the anticipated execution of the engagement letter, which is scheduled to take place on April 6, 2023. In accordance with the firm's standard conflicts clearance protocol, no substantive legal work has been performed on behalf of the Client, and no attorney-client relationship has been formed or acknowledged pending the results of this memorandum and the execution of the engagement letter.
The Proposed Engagement involves the negotiation and documentation of a long-term office lease for approximately 150,000 rentable square feet on multiple floors of the Building. Based on the preliminary term sheet circulated by the landlord's broker, Mercer Houghton Real Estate Services Inc., the estimated aggregate deal value is approximately $90,000,000 over a fifteen (15)-year initial lease term (inclusive of base rent, estimated operating expense escalations, and tenant improvement allowance contributions). The transaction will also involve ancillary documents including, without limitation, a work letter, a subordination, non-disturbance and attornment agreement ("SNDA") with the mortgage lender, a letter of credit in lieu of a cash security deposit, various landlord and tenant estoppels, and related instruments. Calderwood & Harkness LLP will serve as lead outside counsel to the Client on all aspects of the lease transaction.
II. SCOPE OF CONFLICTS SEARCH
General Protocol. The conflicts search was conducted in accordance with Calderwood & Harkness LLP's standard conflicts clearance protocol, as set forth in Section 5 of the firm's Professional Responsibility Compliance Manual (revised January 2023). The search was performed using the firm's master conflicts database system (the "Database"), which is maintained by the firm's Conflicts and New Business Department under the supervision of the firm's General Counsel, and which is updated on a real-time basis as new client matters are opened, existing matters are closed, and adverse party designations are recorded.
The search methodology included queries of the Database by (i) full legal entity name, (ii) short name and commonly used trade names, (iii) known aliases, "doing business as" names, and former names, (iv) affiliated entities (including parent companies, subsidiaries, members, general partners, and fund vehicles), and (v) key personnel, including officers, directors, and principals identified through the client intake form and through publicly available sources. In addition to the Database search, the firm's new business intake coordinator cross-referenced the identified parties against the firm's billing system to identify any dormant or recently closed matters involving the same parties. The search was also run against the firm's records of adverse party listings, co-counsel records, and opposing counsel records maintained since the firm's inception.
All searches were conducted by the undersigned with the assistance of Margaret Liu, Conflicts Analyst, Conflicts and New Business Department, under the supervision of the firm's General Counsel. The results reported herein reflect the state of the Database as of 6:00 p.m. Eastern Time on April 5, 2023.
Parties and Related Entities Searched
Set forth below is a comprehensive list of all parties, related entities, and key individuals searched in connection with this conflicts check. The parties are organized by their role in the Proposed Engagement.
A. Client-Side Entities
The following entities and individuals were searched as prospective client-side parties:
1. Aurelius Global Media Group PLC (also searched as "Aurelius," "AGMG," "Aurelius Media," and "Aurelius Group") — Public limited company incorporated in England and Wales, Company No. 04291837. Aurelius PLC is a multinational media conglomerate with principal operations in digital media, broadcast television, publishing, and content licensing across Europe, North America, and Asia-Pacific. Aurelius PLC is listed on the London Stock Exchange (ticker: AGMG).
2. Aurelius Media Holdings Inc. (also searched as "Aurelius US," "AMH," "Aurelius Holdings," and "Aurelius America") — Corporation organized under the laws of the State of Delaware, Delaware File No. 7318294. Aurelius US is the principal United States operating subsidiary of Aurelius PLC and serves as the entity through which Aurelius PLC conducts substantially all of its North American operations. Aurelius US is expected to be the named tenant under the proposed lease.
3. Sir Marcus Hale, CBE — Chief Executive Officer of Aurelius Global Media Group PLC. Sir Marcus has served as CEO since 2016 and is a member of the board of directors of Aurelius PLC and several of its subsidiaries.
4. Eleanora Voss — Chief Financial Officer of Aurelius Global Media Group PLC. Ms. Voss oversees Aurelius PLC's global finance and treasury functions and is expected to have approval authority over the financial terms of the proposed lease.
5. Tariq Nassar — General Counsel of Aurelius Global Media Group PLC. Mr. Nassar is the primary client contact for the Proposed Engagement and will supervise the Client's outside counsel on all aspects of the transaction. The engagement letter will be directed to Mr. Nassar's attention.
6. Vivienne Caldwell — Senior Vice President, Global Real Estate & Facilities, Aurelius Global Media Group PLC. Ms. Caldwell manages the Client's worldwide real estate portfolio and is the principal business point of contact for the lease negotiation.
B. Landlord / Adverse Party Entities
The following entities and individuals were searched as adverse parties in the Proposed Engagement. The landlord and its affiliated entities will be the principal counterparties to the Client in the lease negotiation:
1. Greystone Metropolitan Realty LLC (also searched as "Greystone," "Greystone Realty," "Greystone Metropolitan," and "GMR") — Limited liability company organized under the laws of the State of Delaware. Greystone Metropolitan Realty LLC is the fee owner and operating entity for the Building located at 787 Seventh Avenue, New York, New York 10019. Its principal office is located at 600 Lexington Avenue, 32nd Floor, New York, New York 10022. Greystone Metropolitan Realty LLC is expected to be the named landlord under the proposed lease.
2. Greystone Capital Partners Fund VI LP (also searched as "Fund VI," "Greystone Fund VI," and "GCP VI") — Limited partnership organized under the laws of the State of Delaware. Fund VI is an institutional real estate investment fund and is the sole member or controlling equity holder of Greystone Metropolitan Realty LLC. Fund VI holds the beneficial ownership interest in the Building through the Greystone operating platform.
3. Greystone Capital Advisors LLC (also searched as "GCA," "Greystone Advisors," and "Greystone Capital") — Limited liability company organized under the laws of the State of Delaware. GCA serves as the investment manager and fund manager for Fund VI and its predecessor and successor funds. GCA provides asset management, leasing, and disposition services for the Greystone fund family.
4. Greystone Capital GP VI LLC (also searched as "GP VI" and "Greystone GP") — Limited liability company organized under the laws of the State of Delaware. GP VI serves as the general partner of Fund VI and exercises management and decision-making authority over Fund VI's investments, including the Building.
5. Jonathan R. Whitfield — Managing Principal of Greystone Metropolitan Realty LLC. Mr. Whitfield is understood to be the senior decision-maker on the landlord's side of the transaction and a principal of the broader Greystone Capital platform.
6. Catherine Ng — Senior Vice President, Leasing, Greystone Metropolitan Realty LLC. Ms. Ng is the landlord's leasing representative and has been the primary business contact on the landlord's side during the letter-of-intent stage.
7. Brendan T. Kozlowski — Vice President, Asset Management, Greystone Metropolitan Realty LLC. Mr. Kozlowski is responsible for day-to-day asset management of the Building and is expected to be involved in the negotiation of construction, maintenance, and operating expense provisions of the lease.
8. Harrison Drexel — Chief Executive Officer and Fund Manager of Greystone Capital Advisors LLC. Mr. Drexel is the founder and controlling principal of the Greystone Capital platform.
C. Lender Entities
The following entities and individuals were searched as the holder of the first mortgage lien on the Building. Although the lender is not a direct party to the lease, the Client will be required to negotiate an SNDA with the lender, and the lender's consent to the lease or certain lease provisions may be required under the terms of the existing mortgage loan documents:
1. Atlas Continental Bank, N.A. (also searched as "Atlas," "Atlas Continental," "ACB," and "Atlas Bank") — National banking association organized under the laws of the United States, with its principal office at 277 Park Avenue, New York, New York 10172. Atlas Continental Bank, N.A. is the holder of the first mortgage lien encumbering the Building and is the administrative agent under the existing mortgage loan facility.
2. Patricia Delgado — Vice President, Commercial Real Estate Lending, Atlas Continental Bank, N.A. Ms. Delgado is the loan officer assigned to the Greystone mortgage facility and is expected to be the bank's representative in connection with the SNDA negotiation.
D. Opposing Counsel
The following law firm and its attorneys were searched as the landlord's outside legal counsel in the Proposed Engagement:
1. Pemberton Locke & Strauss LLP (also searched as "PLS," "Pemberton Locke," and "Pemberton") — Limited liability partnership organized under the laws of the State of New York, with its principal office at 1 World Financial Center, Suite 3800, New York, New York 10281. Pemberton Locke & Strauss LLP has been engaged by Greystone Metropolitan Realty LLC as landlord's counsel for the lease negotiation.
2. Diane Ashford — Partner, Real Estate Department, Pemberton Locke & Strauss LLP. Ms. Ashford is the lead partner on the landlord's side of the transaction.
3. Kevin Mulcahy — Associate, Real Estate Department, Pemberton Locke & Strauss LLP. Mr. Mulcahy is the working associate assigned to the matter by Pemberton Locke & Strauss LLP.
E. Lender's Counsel
The following law firm and its attorney were searched as outside legal counsel to the mortgage lender in connection with the anticipated SNDA negotiation:
1. Halsted & Brinkley LLP (also searched as "H&B," "Halsted Brinkley," and "Halsted") — Limited liability partnership organized under the laws of the State of New York, with its principal office at 200 Park Avenue, Suite 2400, New York, New York 10166. Halsted & Brinkley LLP represents Atlas Continental Bank, N.A. in connection with the existing mortgage loan on the Building and is expected to represent the lender in the SNDA negotiation.
2. Thomas Brinkley — Partner, Halsted & Brinkley LLP. Mr. Brinkley is the lead attorney for the lender.
F. Brokers, Consultants, and Other Third Parties
The following brokers, consultants, financial institutions, insurers, and other third parties were searched in connection with the Proposed Engagement. These parties are not expected to be adverse to the Client but may have interests that interact with the Client's interests in the course of the lease negotiation and the build-out of the leased premises:
1. Blackmoor Advisory Group LLC (also searched as "Blackmoor" and "Blackmoor Advisory") — Limited liability company serving as the tenant's real estate broker. Principal office at 1345 Avenue of the Americas, Suite 2200, New York, New York 10105. The principal broker on this transaction is Dennis Rourke, Managing Director.
2. Mercer Houghton Real Estate Services Inc. (also searched as "Mercer Houghton," "MHRES," and "Mercer") — Corporation serving as the landlord's real estate broker. The agent assigned to this transaction is Simone Archer, Senior Vice President.
3. Caledonian National Bank PLC (also searched as "Caledonian," "CNB," and "Caledonian Bank") — Public limited company incorporated in Scotland, United Kingdom. Caledonian National Bank PLC is the anticipated issuing bank for the irrevocable standby letter of credit to be delivered by the tenant in lieu of a cash security deposit under the proposed lease.
4. Commonwealth Fidelity Title Insurance Co. (also searched as "Commonwealth Fidelity," "CFTIC," and "Commonwealth Title") — Title insurance company with offices at 140 Broadway, Suite 900, New York, New York 10005. Commonwealth Fidelity is the anticipated title insurer for the Client's leasehold interest.
5. Greenfield Environmental Sciences LLC (also searched as "Greenfield," "Greenfield Environmental," and "GES") — Environmental consulting firm. The lead consultant is Dr. Nadine Bertram, P.E., who is expected to conduct Phase I and, if required, Phase II environmental site assessments of the Building and the leased premises.
6. Ashworth Patel Design Studio LLC (also searched as "Ashworth Patel," "APDS," and "Ashworth") — Architecture and interior design firm engaged by the Client. The lead architect is Rohan Patel, AIA, who will oversee the design of the tenant's build-out and fit-out of the leased premises.
7. Pinnacle Build Group LLC (also searched as "Pinnacle," "Pinnacle Build," and "PBG") — Construction management firm anticipated to be engaged by the Client as the construction manager for the tenant improvement work.
8. Caldecott Risk Advisors Ltd. (also searched as "Caldecott," "Caldecott Risk," and "CRA") — Insurance brokerage firm organized under the laws of England and Wales, with offices in London, United Kingdom. Caldecott serves as the Client's insurance broker and will advise the Client with respect to the insurance requirements under the proposed lease.
9. Northbridge Mutual Insurance Company (also searched as "Northbridge," "Northbridge Mutual," and "NMIC") — Mutual insurance company anticipated to provide the Client's commercial general liability and property insurance coverage for the leased premises.
10. Sovereign Assurance Group PLC (also searched as "Sovereign," "Sovereign Assurance," and "SAG") — Public limited company anticipated to provide the Client's umbrella and excess liability insurance coverage.
11. Kestrel Insurance Holdings Inc. (also searched as "Kestrel," "Kestrel Insurance," and "KIH") — Corporation and existing tenant at 787 Seventh Avenue, currently occupying Floors 30 through 32 of the Building. Kestrel may hold competing right of first offer ("ROFO") or other preferential rights with respect to certain floors of the Building, including Floors 30 through 33, that may be senior to, or otherwise interact with, the expansion rights to be negotiated on behalf of the Client. Kestrel is not a party to the Proposed Engagement.
III. SEARCH RESULTS
Set forth below are the detailed results of the conflicts search for each category of party identified in Section II above. For each category, the Database search results are reported, followed by the undersigned's analysis and conclusion.
A. Aurelius Global Media Group PLC and Affiliates
A comprehensive search of the Database was conducted for Aurelius Global Media Group PLC, Aurelius Media Holdings Inc., and all known subsidiaries and affiliated entities of the Aurelius corporate family, as well as for each of the key individuals identified in Section II.A above (Sir Marcus Hale, Eleanora Voss, Tariq Nassar, and Vivienne Caldwell).
The search returned no results indicating any current or prior representation of Aurelius Global Media Group PLC, Aurelius Media Holdings Inc., or any Aurelius-affiliated entity by Calderwood & Harkness LLP on any matter, in any jurisdiction, at any time. Additionally, the search returned no results indicating any prior adverse representation by Calderwood & Harkness LLP against Aurelius PLC, Aurelius US, or any affiliated entity. None of the key individuals identified above appear in the Database as current or former clients, or as adverse parties, in any matter handled by the firm.
As a prospective new client, Aurelius will undergo the firm's standard new client intake and "know your client" review procedures, including anti-money laundering and sanctions screening, in connection with the execution of the engagement letter.
Conclusion: No conflict of interest has been identified with respect to Aurelius Global Media Group PLC, Aurelius Media Holdings Inc., or any of their respective affiliates or key personnel. The firm may accept the Proposed Engagement from a client-side conflicts perspective.
B. Greystone Metropolitan Realty LLC and Affiliated Entities
A comprehensive search of the Database was conducted for Greystone Metropolitan Realty LLC, Greystone Capital Partners Fund VI LP, Greystone Capital Advisors LLC, Greystone Capital GP VI LLC, and all known affiliated entities within the Greystone Capital platform, as well as for each of the key individuals identified in Section II.B above (Jonathan R. Whitfield, Catherine Ng, Brendan T. Kozlowski, and Harrison Drexel).
The search returned no results indicating any current client relationship between Calderwood & Harkness LLP and any Greystone-affiliated entity. The firm does not currently represent, and has not at any time previously represented, Greystone Metropolitan Realty LLC, Greystone Capital Partners Fund VI LP, Greystone Capital Advisors LLC, Greystone Capital GP VI LLC, or any other entity identified within the Greystone Capital fund family or operating platform, on any matter, in any jurisdiction.
The search also returned no results indicating any prior representations by the firm adverse to any Greystone-affiliated entity that would create a substantial relationship conflict under New York Rule of Professional Conduct 1.9 or that would otherwise give rise to a material adversity concern in the context of the Proposed Engagement. None of the key individuals identified above appear in the Database as current or former clients or as adverse parties in any matter handled by the firm.
In the Proposed Engagement, Greystone Metropolitan Realty LLC will be the landlord and the principal counterparty to the Client. Calderwood & Harkness LLP will represent the Client as tenant's counsel and will therefore be adverse to Greystone Metropolitan Realty LLC and its affiliated entities throughout the lease negotiation. Because no current or former client relationship exists with any Greystone entity, and because no substantial relationship conflict has been identified, the firm's adverse posture with respect to Greystone does not give rise to a conflict of interest.
Conclusion: No conflict of interest has been identified with respect to Greystone Metropolitan Realty LLC or any of its affiliated entities or key personnel. The firm may proceed with the Proposed Engagement in an adverse capacity to the Greystone entities.
C. Atlas Continental Bank, N.A.
A comprehensive search of the Database was conducted for Atlas Continental Bank, N.A. and its known affiliates, as well as for Patricia Delgado, the identified bank representative.
The search returned no results indicating any current engagement in which Calderwood & Harkness LLP represents Atlas Continental Bank, N.A. on any matter, whether in connection with commercial real estate lending, general corporate, litigation, regulatory, or any other practice area. The search also returned no results indicating any prior representation of Atlas Continental Bank, N.A. by the firm that would give rise to a substantial relationship or material adversity concern in the context of a lease or SNDA negotiation.
It should be noted that the firm's interaction with Atlas Continental Bank, N.A. in the Proposed Engagement will be limited in scope. Specifically, the firm will negotiate an SNDA on behalf of the Client (as tenant) with Atlas Continental Bank, N.A. (as mortgage lender). In the SNDA context, the interests of the tenant and the lender are generally aligned with respect to the core substantive provisions — namely, the tenant's non-disturbance protections in the event of a foreclosure or deed-in-lieu transaction, and the lender's attornment protections ensuring the continued validity of the lease following any such event. While certain provisions of the SNDA may require negotiation (e.g., the scope of the non-disturbance protections, cure rights, casualty and condemnation provisions, and the treatment of the tenant improvement allowance in a foreclosure scenario), the SNDA negotiation is generally not considered to create a materially adverse posture between the tenant and the lender. The SNDA negotiation will be conducted through lender's counsel, Halsted & Brinkley LLP, and not directly with Atlas Continental Bank personnel.
Conclusion: No conflict of interest has been identified with respect to Atlas Continental Bank, N.A. or its identified personnel. The firm may proceed with the SNDA negotiation on behalf of the Client without restriction.
D. Pemberton Locke & Strauss LLP (Landlord's Counsel)
A comprehensive search of the Database was conducted for Pemberton Locke & Strauss LLP and its attorneys Diane Ashford and Kevin Mulcahy.
The search returned no results indicating any current matters in which Calderwood & Harkness LLP and Pemberton Locke & Strauss LLP represent the same client or serve as co-counsel on any engagement. The search also returned no results indicating any current matters in which the two firms are on opposing sides that would create a positional conflict relevant to the Proposed Engagement. While the Database reflects that Calderwood & Harkness LLP and Pemberton Locke & Strauss LLP have appeared on opposite sides of real estate transactions in the ordinary course of practice on several prior occasions — a circumstance that is common and expected among major New York real estate practices — none of those prior matters creates any conflict, estoppel, or other impediment to the Proposed Engagement.
Neither Diane Ashford nor Kevin Mulcahy appears in the Database as a current or former client of the firm or as a party in any matter that would give rise to a conflict concern.
Conclusion: No conflict of interest has been identified with respect to Pemberton Locke & Strauss LLP or its attorneys. The firm may proceed with the Proposed Engagement opposite Pemberton Locke & Strauss LLP without restriction.
E. Halsted & Brinkley LLP (Lender's Counsel)
A comprehensive search of the Database was conducted for Halsted & Brinkley LLP and its attorney Thomas Brinkley.
The search returned no results indicating any current or prior relationship between Calderwood & Harkness LLP and Halsted & Brinkley LLP, or between the firm and Thomas Brinkley individually, that would create a conflict of interest in connection with the Proposed Engagement. The firm has not previously served as co-counsel with Halsted & Brinkley LLP, and there are no current matters in which the firms appear on the same or opposing sides that would give rise to any conflict concern.
Conclusion: No conflict of interest has been identified with respect to Halsted & Brinkley LLP or its personnel. The firm may proceed with the SNDA negotiation opposite Halsted & Brinkley LLP without restriction.
F. Brokers, Consultants, and Other Third Parties
A comprehensive search of the Database was conducted for each of the brokers, consultants, financial institutions, insurers, and other third parties identified in Section II.F above. The results for each are summarized below:
• Blackmoor Advisory Group LLC — No conflicts identified. The firm does not currently represent, and has not previously represented, Blackmoor Advisory Group LLC or Dennis Rourke in any capacity.
• Mercer Houghton Real Estate Services Inc. — No conflicts identified. The firm does not currently represent, and has not previously represented, Mercer Houghton Real Estate Services Inc. or Simone Archer in any capacity.
• Caledonian National Bank PLC — No conflicts identified. The firm does not currently represent, and has not previously represented, Caledonian National Bank PLC in any capacity. There are no adverse representations that would create a conflict concern.
• Commonwealth Fidelity Title Insurance Co. — No conflicts identified. The firm does not currently represent, and has not previously represented, Commonwealth Fidelity Title Insurance Co. in any capacity.
• Greenfield Environmental Sciences LLC — No conflicts identified. The firm does not currently represent, and has not previously represented, Greenfield Environmental Sciences LLC or Dr. Nadine Bertram in any capacity.
• Ashworth Patel Design Studio LLC — No conflicts identified. The firm does not currently represent, and has not previously represented, Ashworth Patel Design Studio LLC or Rohan Patel in any capacity.
• Pinnacle Build Group LLC — No conflicts identified. The firm does not currently represent, and has not previously represented, Pinnacle Build Group LLC in any capacity.
• Caldecott Risk Advisors Ltd. — No conflicts identified. The firm does not currently represent, and has not previously represented, Caldecott Risk Advisors Ltd. in any capacity.
• Northbridge Mutual Insurance Company — No conflicts identified. The firm does not currently represent, and has not previously represented, Northbridge Mutual Insurance Company in any capacity.
• Sovereign Assurance Group PLC — No conflicts identified. The firm does not currently represent, and has not previously represented, Sovereign Assurance Group PLC in any capacity.
• Kestrel Insurance Holdings Inc. — No conflicts identified. The firm does not currently represent, and has not previously represented, Kestrel Insurance Holdings Inc. in any capacity. However, the following informational note is provided for the engagement team's awareness:
Note Regarding Kestrel Insurance Holdings Inc.: Kestrel Insurance Holdings Inc. is an existing tenant at 787 Seventh Avenue, currently occupying Floors 30 through 32 of the Building. Based on information provided by the Client's broker, Blackmoor Advisory Group LLC, Kestrel may hold a right of first offer or other preferential right under its existing lease with respect to certain additional floors of the Building, potentially including Floors 30 through 33 or a portion thereof, that may be senior to or otherwise overlap with the expansion rights, contraction rights, or right of first offer to be negotiated on behalf of the Client. Kestrel is not a party to the Proposed Engagement, and Calderwood & Harkness LLP does not represent Kestrel in any matter. Accordingly, no conflict of interest arises from Kestrel's presence in the Building or its potential ROFO rights. This circumstance is flagged solely for the engagement team's awareness, as the existence and scope of Kestrel's preferential rights will need to be investigated during the due diligence phase of the lease negotiation and may affect the drafting and negotiation of the Client's own expansion and preferential rights provisions.
Conclusion: No conflicts of interest have been identified with respect to any of the brokers, consultants, financial institutions, insurers, or other third parties searched in connection with the Proposed Engagement. The informational note regarding Kestrel Insurance Holdings Inc. does not constitute a conflict but is provided for the engagement team's reference.
IV. SUMMARY OF FINDINGS
Based on the foregoing, the firm's master conflicts database has been searched comprehensively against all parties, related entities, affiliated entities, and key individuals identified in connection with the Proposed Engagement, including (i) the Client and its affiliates and key personnel, (ii) the landlord and its affiliated entities and key personnel, (iii) the mortgage lender and its representative, (iv) landlord's counsel and its attorneys, (v) lender's counsel and its attorney, and (vi) all brokers, consultants, financial institutions, insurers, and other third parties involved in the transaction.
No conflicts of interest have been identified that would preclude or restrict Calderwood & Harkness LLP's representation of Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. in connection with the proposed headquarters lease at Greystone Tower, 787 Seventh Avenue, New York, New York 10019.
No informed consent waivers are required from any current or former client. No ethical screens or information barriers are required. The matter may proceed to engagement, subject to the execution of the engagement letter by the Client and the completion of the firm's standard new client intake procedures.
V. RECOMMENDATION
Based on the results of the conflicts search documented herein, I respectfully recommend as follows:
1. Engagement Letter. The engagement letter should be finalized and transmitted for execution to Aurelius Global Media Group PLC, attention: Tariq Nassar, General Counsel, on April 6, 2023, in accordance with the previously agreed-upon timeline. The engagement letter should identify both Aurelius Global Media Group PLC and Aurelius Media Holdings Inc. as clients of the firm in this matter and should clearly define the scope of the representation as tenant's counsel in the headquarters lease transaction at 787 Seventh Avenue, New York, New York 10019.
2. Responsible Partner and Billing Partner. Douglas Fairchild is confirmed as the Responsible Partner for this matter, and Angela Fontaine is confirmed as the Billing Partner for this matter, in each case in accordance with the firm's matter staffing and supervision policies.
3. Engagement Team. The engagement team for this matter shall consist of the following attorneys:
• Douglas Fairchild — Responsible Partner, Real Estate Department
• Angela Fontaine — Billing Partner, Real Estate Department
• Rafael Dominguez — Lead Associate, Real Estate Department
• Cynthia Ho — Working Associate, Real Estate Department
4. Supplemental Conflicts Checks. If additional parties or counterparties are identified during the course of the representation — including, without limitation, subcontractors, additional lenders or mezzanine lenders, guarantors, prospective assignees or subtenants, governmental authorities (in the event of tax incentive or zoning applications), or other parties not currently identified — supplemental conflicts checks should be promptly initiated and documented at that time. The undersigned will coordinate all supplemental conflicts searches with the Conflicts and New Business Department as such parties are identified.
VI. DISTRIBUTION AND FILING
This memorandum shall be filed in the firm's conflicts clearance records maintained by the Conflicts and New Business Department, and a copy shall be placed in the matter file for Matter No. 1017-00009. This memorandum is classified as Privileged and Confidential — Attorney Work Product and is protected by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections.
Distribution of this memorandum is limited to the following individuals:
• Douglas Fairchild, Responsible Partner, Real Estate Department
• Angela Fontaine, Billing Partner, Real Estate Department
• The firm's General Counsel and Conflicts Committee, as applicable
This memorandum shall not be distributed to the Client, to opposing counsel, or to any third party without the prior written approval of the firm's General Counsel.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Rafael Dominguez
Title: Associate, Real Estate Department
Date: April 5, 2023
cc: Matter File — 1017-00009 Conflicts and New Business Department — Calderwood & Harkness LLP PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT