STATE MONEY TRANSMITTER CHANGE-OF-CONTROL NOTIFICATION / APPLICATION
MASTER TEMPLATE AND FORM
Prepared in Connection with the Acquisition of VeloPay Systems, Inc. by Harrowgate Private Equity Fund IV LP
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Document Purpose Statement: This master template provides the standardized form and instructions for change-of-control filings with state money transmitter regulators in connection with the proposed reverse triangular merger of Harrowgate Velocity Merger Sub Inc. with and into VeloPay Systems, Inc. (the "Transaction"). This document is prepared as attorney work product in connection with the representation of Harrowgate Private Equity Fund IV LP and is protected by the attorney-client privilege and the work product doctrine. Distribution of this document to persons outside of the deal team is prohibited without the prior written consent of Calderwood & Harkness LLP.
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I. INTRODUCTION AND INSTRUCTIONS FOR USE
A. Purpose of This Template
VeloPay Systems, Inc. ("VeloPay" or the "Licensee") is a Delaware corporation engaged in the business of money transmission, payment processing, and merchant acquiring through its proprietary cloud-native payments platform. As of the date of this template, VeloPay holds active money transmitter licenses (or their functional equivalents) in forty-seven (47) states and the District of Columbia, making it one of the most broadly licensed non-bank payment processors operating in the United States.
In connection with the proposed acquisition of VeloPay by Harrowgate Private Equity Fund IV LP ("HPE Fund IV" or the "Acquiror"), a comprehensive review of VeloPay's licensing portfolio has been undertaken by the filing team to identify the regulatory approval and notification requirements triggered by the change of control inherent in the Transaction. Of the forty-eight (48) jurisdictions in which VeloPay holds money transmitter licenses, thirty-one (31) require either prior approval of, or notification regarding, a change of control of the licensee. The remaining seventeen (17) jurisdictions either do not include a change-of-control provision in their applicable money transmitter statutes and regulations, or the specific circumstances of this Transaction do not trigger the change-of-control provisions as defined in those jurisdictions' law.
This master template has been prepared to serve as a standardized form and instructional guide for the preparation, submission, and tracking of all change-of-control filings required across the thirty-one (31) applicable jurisdictions. The template is designed to be adapted to the specific requirements of each individual jurisdiction, with jurisdiction-specific addenda and supplemental materials appended as necessary.
The Transaction is structured as a reverse triangular merger under Section 251 of the Delaware General Corporation Law. In the merger, Harrowgate Velocity Merger Sub Inc. ("Merger Sub"), a newly formed, wholly-owned subsidiary of HPE Fund IV, will merge with and into VeloPay, with VeloPay surviving the merger as the continuing corporate entity and a wholly-owned subsidiary of HPE Fund IV. This structure constitutes a change of control under substantially all state money transmitter statutes because VeloPay's ultimate beneficial ownership will transfer from its current stockholders — including Ridgeline Ventures Fund III LP (22.4%), Apex Growth Partners II LP (16.8%), Nathan Aldridge (14.2%), Sonia Reyes-Watkins (9.7%), Broadleaf Capital Partners LP (6.1%), and various other investors holding the remaining equity — to HPE Fund IV as the sole indirect parent of the Licensee.
It is critically important to note that because VeloPay survives the merger as the licensed entity, no new money transmitter license applications are required in any jurisdiction. The Licensee's corporate existence, Delaware charter, employer identification number, registered agents, and license numbers all remain unchanged. Accordingly, all filings contemplated by this template are limited to change-of-control notifications and/or applications for approval of the change of control, as applicable under each jurisdiction's law.
B. Filing Team and Contacts
The following individuals comprise the filing team responsible for the preparation, submission, monitoring, and follow-up of all change-of-control filings in connection with the Transaction. All communications regarding the status of filings, deficiency responses, and regulatory inquiries should be coordinated through the designated contacts below.
Calderwood & Harkness LLP — Engagement Team (Buyer's Counsel / Filing Counsel)
Megan Chu — Lead Associate, Mergers & Acquisitions Primary drafter and coordinator of all change-of-control filings; responsible for the preparation of this master template, adaptation of filings to individual jurisdictions, and coordination of all submissions. Ms. Chu serves as the single point of contact for day-to-day filing matters. Telephone: (212) 555-4821
Email: mchu@calderwoodharkness.com
Derek Okonkwo — Working Associate, Mergers & Acquisitions Assisting with the preparation and customization of individual state filings, maintenance of the Regulatory Approvals Status Tracker, and coordination of exhibit assembly. Mr. Okonkwo is responsible for tracking all filing deadlines and approval status. Telephone: (212) 555-4837
Email: dokonkwo@calderwoodharkness.com
Sandra Tung — Responsible Partner, Mergers & Acquisitions Supervising partner with overall responsibility for the regulatory filing workstream; final reviewer of all filings prior to submission and lead attorney for escalation of significant regulatory issues. Telephone: (212) 555-4800
Email: stung@calderwoodharkness.com
Calderwood & Harkness LLP Office Address:
787 Seventh Avenue, 38th Floor New York, NY 10019 Facsimile: (212) 555-4899
VeloPay Systems, Inc. — Internal Contacts
Danielle Moreau — General Counsel, VeloPay Systems, Inc. Primary VeloPay contact for all regulatory filings; holder of institutional knowledge regarding existing license conditions, prior regulatory interactions, and the current compliance infrastructure of the Licensee. Ms. Moreau's review and approval is required on all filings prior to submission. Telephone: (512) 555-7200
Email: d.moreau@velopay.com
Marcus Langford — Chief Financial Officer, VeloPay Systems, Inc. Responsible for financial exhibits, certified financial statements, and pro forma projections required for change-of-control filings. All financial data included in filings must be verified by Mr. Langford's office. Telephone: (512) 555-7210
Email: m.langford@velopay.com
Target's Counsel.
Rebecca Thornton-Hayes — Lead Partner, Whitford Jessup & Crane LLP Ms. Thornton-Hayes serves as lead outside counsel to VeloPay in the Transaction and is coordinating on target-side representations, disclosures, and any regulatory filings requiring target-side authorization or officer certifications. Whitford Jessup & Crane LLP 600 Congress Avenue, Suite 2400 Austin, TX 78701 Telephone: (512) 555-3100
Email: rthorntonhayes@whitfordjessup.com
C. Critical Timeline Requirements
The proper sequencing and timely completion of all change-of-control filings is a condition precedent to the closing of the Transaction under the Merger Agreement. The filing team must adhere to the following critical timeline requirements:
Target Closing Date. The parties to the Merger Agreement have established a target closing date of July 22, 2025. All necessary regulatory approvals must be obtained, and all required notifications must be made, prior to or concurrently with the closing, as applicable under each jurisdiction's requirements.
Classification of Jurisdictions by Timing Requirement. The thirty-one (31) jurisdictions requiring change-of-control filings fall into three general categories with respect to timing:
(a) Prior Approval States. Certain jurisdictions require that the licensee or acquiring entity submit a formal application for approval of the change of control and receive written approval from the state regulatory agency before consummation of the Transaction. In these states, the closing cannot proceed absent the receipt of such approval (or the expiration of a statutory review period without objection, where applicable). These jurisdictions present the greatest risk to the closing timeline and should be prioritized for early filing.
(b) Notification-Only States. Other jurisdictions require only that the licensee provide written notification of the change of control within a specified period, which may be either before or after the closing date. In notification-only states, no affirmative regulatory approval is required, though the regulator may retain the right to request additional information or take subsequent action.
(c) Combination States. A subset of jurisdictions require a pre-closing application or notification but permit the closing to proceed upon the expiration of a specified review period (e.g., 30 or 60 days) without objection from the regulator. These states require careful calendar management to ensure that the application is filed sufficiently in advance of the anticipated closing date to allow the review period to run.
Cross-Reference to Status Tracker. The filing team should at all times cross-reference the Regulatory Approvals Status Tracker maintained by Derek Okonkwo for real-time status updates on each filing, including date of submission, assigned reviewer at the state agency (if known), outstanding deficiency requests, and approval status. The Status Tracker is maintained as a shared document on the Calderwood & Harkness deal room and is updated no less frequently than weekly (and more often as filings are submitted and responses are received).
Merger Agreement Obligation. Section 5.4(b) of the Merger Agreement provides that VeloPay shall use "commercially reasonable efforts" to obtain all change-of-control consents and approvals required under applicable money transmitter statutes prior to the closing. The Acquiror has a corresponding obligation under Section 5.4(c) to cooperate in connection with such filings, including by providing biographical information, financial statements, and other materials reasonably requested by state regulators.
Completion Status. As of the date of the most recent revision of this template, all thirty-one (31) state change-of-control filings have been completed. All required approvals have been obtained, and all required notifications have been made and acknowledged, as of July 18, 2025 — four (4) days in advance of the closing date. The Record of All Filings Made and Approvals Received is set forth in Appendix 6.
D. How to Use This Template
This template is designed to be used by the filing team as a step-by-step guide for the preparation and submission of each jurisdiction's change-of-control filing. The following procedure should be followed for each filing:
Step 1: Identify the Applicable Jurisdiction. Consult the State-by-State Matrix set forth in Section III of this template to identify the applicable jurisdiction and confirm that a change-of-control filing is required.
Step 2: Determine the Filing Type. For each jurisdiction, determine whether the jurisdiction requires (a) a formal prior approval application, (b) notification only, or (c) a combination of pre-closing application and post-closing confirmation. The State-by-State Matrix specifies the filing type for each jurisdiction.
Step 3: Adapt the Master Form. Using the Master Application/Notification Form set forth in Section IV of this template, prepare the jurisdiction-specific filing by adapting the standardized form to the particular requirements of the applicable state. Where a state requires the use of its own proprietary form, complete the state form and use the Master Form as a reference guide to ensure all substantive content is addressed. Supplement with jurisdiction-specific addenda as needed.
Step 4: Compile the Required Exhibits. Assemble the required exhibits from the Exhibits Master Set described in Section V of this template. Not all jurisdictions require all exhibits; consult the State-by-State Matrix and the specific instructions accompanying each exhibit to determine which exhibits are required for each filing.
Step 5: Submit the Filing. Submit the completed filing via the method specified in the State-by-State Matrix for the applicable jurisdiction — whether through an electronic portal (including the NMLS, where applicable), by mail, or by both electronic and physical submission. Include the applicable filing fee, payable in the manner specified in the Filing Fee Schedule (Section VI).
Step 6: Update the Status Tracker. Upon submission of each filing, update the Regulatory Approvals Status Tracker with the date of submission, the method of submission, the filing fee paid, and any relevant notes. Calendar any follow-up deadlines, including statutory review periods, anticipated response dates, and deadlines for responding to deficiency requests.
II. TRANSACTION SUMMARY (FOR INCLUSION IN ALL FILINGS)
The following Transaction Summary is the standardized description of the Transaction to be included in, or attached to, all change-of-control filings submitted to state money transmitter regulators. This summary should be reproduced substantially in the form set forth below, with jurisdiction-specific modifications only as necessary to conform to a particular state's form requirements.
A. Description of the Transaction
Harrowgate Private Equity Fund IV LP, a Delaware limited partnership (the "Acquiror" or "HPE Fund IV"), headquartered at 300 King Street, Suite 4200, Wilmington, Delaware 19801, Employer Identification Number 87-4231956, proposes to acquire one hundred percent (100%) of the outstanding equity of VeloPay Systems, Inc., a Delaware corporation (the "Licensee" or "VeloPay"), headquartered at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759, Employer Identification Number 82-3019478, Delaware File Number 5748392.
The acquisition is structured as a reverse triangular merger under Section 251 of the Delaware General Corporation Law (the "Merger"). Pursuant to the Merger, Harrowgate Velocity Merger Sub Inc. ("Merger Sub"), a newly formed Delaware corporation, Delaware File Number 7291034, Employer Identification Number 93-1847265, will merge with and into VeloPay, with VeloPay surviving the Merger as the continuing corporate entity and a wholly-owned subsidiary of HPE Fund IV. Merger Sub was incorporated on February 24, 2025, under the laws of the State of Delaware, solely for the purpose of effecting the Merger. The registered agent of Merger Sub is Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801. Merger Sub has not conducted, and will not conduct, any business operations other than those incidental to its formation and its participation in the Merger.
The aggregate merger consideration is One Billion Nine Hundred Million Dollars ($1,900,000,000), payable in cash to the existing stockholders, option holders, and other equityholders of VeloPay at the closing of the Merger (the "Closing"), subject to customary purchase price adjustments for working capital, indebtedness, cash, and transaction expenses.
The Agreement and Plan of Merger (the "Merger Agreement") was executed on March 18, 2025, by and among HPE Fund IV, Merger Sub, and VeloPay. A copy of the Merger Agreement (execution version) is attached hereto as Exhibit B (subject to redaction of commercially sensitive provisions, unless the full unredacted agreement is specifically required by the applicable state regulator).
The general partner of HPE Fund IV is Harrowgate Capital Management IV LLC, a Delaware limited liability company, Employer Identification Number 87-4231847, with its principal office located at the same address as HPE Fund IV. Harrowgate Capital Management IV LLC exercises management authority over HPE Fund IV and serves as the investment adviser to the fund.
B. Description of the Licensee
VeloPay Systems, Inc. operates a cloud-native payments processing and merchant acquiring platform that enables businesses of all sizes to accept, process, and manage electronic payments across multiple channels, including in-store, online, and mobile environments. VeloPay's platform is designed to provide end-to-end payment processing capabilities, including transaction authorization, clearing, settlement, fraud detection, and regulatory compliance, all delivered through a unified, API-driven software architecture.
VeloPay was founded in 2014 and has grown to approximately 1,340 employees across four office locations: its corporate headquarters in Austin, Texas; a technology and operations center in Denver, Colorado; a Canadian office in Toronto, Ontario, Canada; and a European research and development center in Lisbon, Portugal. The company processes approximately $87 billion in annualized gross payment volume across more than 14,000 merchants spanning a diverse range of industries, including retail, e-commerce, hospitality, healthcare, and subscription services.
VeloPay holds active money transmitter licenses (or their functional equivalents) in forty-seven (47) states and the District of Columbia, reflecting the breadth of its payment processing operations across the United States.
The following table summarizes VeloPay's audited financial results for the fiscal year ended December 31, 2024, as reported in its audited consolidated financial statements prepared in accordance with United States Generally Accepted Accounting Principles ("U.S. GAAP"):
VeloPay's audited financial statements for FY2024 were prepared and audited by Vance Thornbury & Co. LLP, an independent registered public accounting firm. A copy of the audited financial statements is attached hereto as Exhibit D.
VeloPay's corporate family consists of the following subsidiaries:
(a) VeloPay Processing LLC — a Delaware limited liability company and wholly-owned subsidiary of VeloPay that operates the company's core payment processing infrastructure, including its transaction authorization, clearing, and settlement systems.
(b) VeloPay Fraud intelligence Inc. — a Delaware corporation and wholly-owned subsidiary of VeloPay that develops and markets the company's proprietary fraud detection and analytics software-as-a-service ("SaaS") platform, which serves both VeloPay's internal processing operations and third-party financial institutions.
(c) PayStream Gateway LLC — a Delaware limited liability company and wholly-owned subsidiary of VeloPay that operates the PayStream payment gateway technology platform. PayStream Gateway LLC was acquired by VeloPay in 2021 for approximately $45 million and has been integrated into VeloPay's broader payment processing infrastructure.
(d) VeloPay Canada Inc. — an Ontario corporation and wholly-owned subsidiary of VeloPay that conducts VeloPay's Canadian business operations, including payment processing for Canadian merchants and related regulatory compliance activities.
(e) VeloPay Europe, Unipessoal Lda. — a Portuguese limitada (single-member limited liability company) and wholly-owned subsidiary of VeloPay that operates VeloPay's Lisbon-based research and development center and manages the company's European business development and operations.
Important: VeloPay will continue to operate as the surviving entity following consummation of the Merger. There will be no change to the Licensee's legal name, state of incorporation, Employer Identification Number, Delaware File Number, registered agents, or principal office address as a result of the Transaction. The Licensee's existing money transmitter licenses will remain in full force and effect.
C. Description of the Acquiror
HPE Fund IV is a Delaware limited partnership organized in 2022 with committed capital of approximately $6.8 billion (vintage 2022). HPE Fund IV is managed by Harrowgate Capital Management IV LLC, its general partner, which serves as the fund's investment adviser and exercises sole management authority over the fund's investment activities and portfolio operations.
HPE Fund IV's investment strategy is focused on growth equity and leveraged buyout investments in financial services technology, infrastructure software, and data analytics businesses. The fund targets companies with strong market positions, recurring revenue models, and significant potential for operational improvement and organic growth. HPE Fund IV is the fourth institutional fund managed by the Harrowgate Capital Management platform, which has been investing in technology-enabled financial services businesses since 2009.
The Managing Partners of Harrowgate Capital Management IV LLC are as follows:
Richard Harrowgate — Founder and Chairman. Mr. Harrowgate founded Harrowgate Capital Management in 2008 and has served as Chairman since inception. He has over thirty years of experience in private equity, financial services, and technology investing, including senior positions at Blackwell Capital Partners and Drayton Securities's technology investment banking division prior to founding Harrowgate Capital Management.
Priya Deshmukh — Managing Partner, Fund IV. Ms. Deshmukh leads the investment activities of HPE Fund IV and serves on the fund's Investment Committee. She joined Harrowgate Capital Management in 2012 and has been directly responsible for the origination, execution, and oversight of more than $4 billion in transaction value across financial technology and infrastructure software investments.
Thomas Eriksen — Partner, Head of Financial Technology. Mr. Eriksen leads the firm's financial technology vertical and will serve as the primary board representative of HPE Fund IV on VeloPay's post-closing board of directors. He has extensive experience in payments, banking technology, and regulatory matters affecting financial services companies.
HPE Fund IV and its predecessor funds have made three prior platform investments in payments and financial infrastructure companies, each of which has been successfully operated under Harrowgate Capital Management's ownership. These investments demonstrate the Acquiror's relevant industry experience and operational capabilities in the regulated payments sector.
To fund the Transaction, HPE Fund IV is committing $1,140,000,000 in equity (representing approximately 60% of the total deal value). The equity commitment is evidenced by an Equity Commitment Letter dated February 14, 2025, from Harrowgate Capital Management IV LLC, a copy of which is attached hereto as Exhibit N. The remaining transaction funding will be provided through the following debt facilities:
• $500,000,000 Senior Secured Term Loan — Tralvendo National Bank, as lead arranger and administrative agent
• $260,000,000 Revolving Credit Facility — Prairie State Bank, N.A., as co-arranger and administrative agent
Both debt facilities will be obligations of VeloPay (as the surviving entity in the Merger) and will be secured by substantially all of VeloPay's assets. The financing commitments have been received and are subject to customary conditions precedent, including the consummation of the Merger.
D. Post-Closing Organizational Structure
The following describes the post-closing organizational structure of VeloPay and its relationship to the Acquiror. A complete pre-transaction and post-transaction organizational chart is attached hereto as Exhibit C.
Post-Merger Organizational Hierarchy:
Harrowgate Capital Management IV LLC (General Partner) ↓ Harrowgate Private Equity Fund IV LP (Direct Parent / Sole Stockholder of VeloPay) ↓ VeloPay Systems, Inc. (Surviving Corporation / Licensee) ↓ Subsidiaries: VeloPay Processing LLC, VeloPay Fraud intelligence Inc., PayStream Gateway LLC, VeloPay Canada Inc., VeloPay Europe, Unipessoal Lda.
VeloPay's existing subsidiaries will remain unchanged in their organizational positions beneath VeloPay. No subsidiaries will be merged, dissolved, or reorganized as part of or immediately following the Transaction.
No Changes to Licensee Operations. There are no plans to change VeloPay's legal name, registered agent in any jurisdiction, principal office address, or the officers responsible for the day-to-day conduct of VeloPay's money transmission operations in the near term. The following key officers will continue in their current roles following the closing of the Transaction:
• Nathan Aldridge — Chief Executive Officer and Chairman of the Board
• Marcus Langford — Chief Financial Officer
• Danielle Moreau — General Counsel and Corporate Secretary
• Sonia Reyes-Watkins — Chief Technology Officer
Rollover Investments. Both Nathan Aldridge and Sonia Reyes-Watkins are entering into rollover agreements in connection with the Transaction, pursuant to which each will reinvest a portion of their merger proceeds into Harrowgate Velocity Co-Invest LP, a co-investment vehicle established by Harrowgate Capital Management IV LLC for the purpose of the Transaction. Specifically, Mr. Aldridge will reinvest $14,200,000, and Ms. Reyes-Watkins will reinvest $9,700,000, of their respective merger proceeds. These rollover investments further align the interests of VeloPay's continuing management team with the ongoing operations and success of the business.
E. Representations Regarding Continued Operations
The following standardized representation language should be included in all change-of-control filings submitted to state money transmitter regulators. This language may be adapted as necessary to conform to the specific requirements of individual jurisdictions, but the substantive content should remain consistent across all filings:
(a) The Licensee will continue to conduct its money transmission business following the change of control in the same manner as currently conducted. There will be no interruption in the Licensee's money transmission services, and all consumer accounts, merchant accounts, and pending transactions will be serviced and processed in the ordinary course of business through and following the closing of the Transaction.
(b) No changes are currently planned to the Licensee's compliance programs, Bank Secrecy Act / Anti-Money Laundering ("BSA/AML") policies and procedures, permissible investment practices, or surety bond and security instrument arrangements. The Licensee's existing compliance infrastructure, including its BSA/AML compliance officer, independent testing program, suspicious activity monitoring systems, and employee training program, will remain in full force and effect following the change of control.
(c) The Licensee's financial condition will remain adequate to support its money transmission activities following the change of control. The Transaction enhances the Licensee's capitalization by providing access to the substantial financial resources of HPE Fund IV, a $6.8 billion private equity fund with a demonstrated track record of supporting portfolio company growth and operational excellence. The Licensee will continue to maintain tangible net worth, surety bonds, and permissible investments in compliance with all applicable state requirements.
III. STATE-BY-STATE MATRIX
A. Jurisdictions Requiring Change-of-Control Filings (31 States)
The following table identifies each of the thirty-one (31) jurisdictions in which VeloPay holds a money transmitter license and in which a change-of-control filing is required in connection with the Transaction. For each jurisdiction, the table sets forth the applicable statute or regulation, the type of filing required, the filing deadline, the filing fee, the filing method, key requirements or special forms, the responsible state agency, and the status of the filing.
This table should be used as the primary reference document for the filing team and should be cross-referenced with the Regulatory Approvals Status Tracker maintained by Derek Okonkwo. The "Status," "Date Filed," and "Date Approved / Acknowledged" columns should be updated as filings are submitted and resolved.
Prior Approval Required
The following jurisdictions require the submission of a formal application for approval of the change of control, with written approval from the state regulatory agency required before consummation of the Transaction. These jurisdictions present the greatest risk to the closing timeline and were prioritized for early filing.
Notification Required (Pre-Closing or Post-Closing)
The following jurisdictions require written notification of the change of control, either before or after closing, but do not require affirmative prior approval from the state regulatory agency.
Combination Filing (Pre-Closing Application / Deemed Approved Upon Expiration of Review Period)
The following jurisdictions require a pre-closing filing but permit the Transaction to proceed upon the expiration of a specified statutory review period without objection from the regulator.
B. Jurisdictions NOT Requiring Change-of-Control Filings
The following table identifies the jurisdictions in which VeloPay holds a money transmitter license but in which no change-of-control filing is required in connection with the Transaction. For each jurisdiction, the reason no filing is required is noted.
C. Jurisdictions Where VeloPay Does Not Hold Licenses
VeloPay does not currently hold money transmitter licenses in the following three (3) states:
The filing team should coordinate with Danielle Moreau and the VeloPay compliance team to monitor any post-closing business expansion plans that may necessitate new license applications in these jurisdictions.
IV. MASTER APPLICATION / NOTIFICATION FORM
A. Cover Letter Template
The following cover letter template should be adapted for each jurisdiction, with bracketed fields completed based on the applicable jurisdiction's information as set forth in the State-by-State Matrix. The cover letter should be printed on VeloPay Systems, Inc. letterhead (or Calderwood & Harkness LLP letterhead if filed by counsel, depending on the jurisdiction's preference) and signed by the authorized officer indicated below.
1. Addressee Block
[Insert Name and Address of Applicable State Regulatory Agency] [Insert Street Address] [Insert City, State ZIP Code]
Attention: [Insert Contact Name and Title]
Re: Change of Control [Notification / Application for Approval] — VeloPay Systems, Inc. License No. [Insert Applicable State License Number]
2. Introduction Paragraph
Dear [Insert Contact Name or "Sir/Madam"]:
On behalf of VeloPay Systems, Inc. ("VeloPay" or the "Licensee"), holder of [State Name] Money Transmitter License No. [Insert License Number], we hereby submit this [application for approval of / notification regarding] a change of control of the Licensee, pursuant to [Insert Applicable Statute and Section Number]. This filing is submitted in connection with the proposed acquisition of one hundred percent (100%) of the outstanding equity of VeloPay by Harrowgate Private Equity Fund IV LP ("HPE Fund IV"), a Delaware limited partnership, through a reverse triangular merger (the "Transaction"), as more fully described herein and in the attached Transaction Summary.
3. Transaction Description
A detailed description of the Transaction is set forth in the Transaction Summary attached hereto as Exhibit A. In summary, HPE Fund IV proposes to acquire all of the outstanding equity of VeloPay through a reverse triangular merger in which Harrowgate Velocity Merger Sub Inc., a newly formed, wholly-owned subsidiary of HPE Fund IV, will merge with and into VeloPay, with VeloPay surviving the merger as the continuing corporate entity and a wholly-owned subsidiary of HPE Fund IV. The aggregate merger consideration is $1,900,000,000 in cash. The Merger Agreement was executed on March 18, 2025, and the Transaction is expected to close on or about [Insert Anticipated Closing Date].
VeloPay will continue to be the licensed entity following the consummation of the Transaction. There will be no change to VeloPay's legal name, state of incorporation, Employer Identification Number, registered agent in [State Name], principal office address, or the officers and personnel responsible for VeloPay's day-to-day money transmission operations.
4. Continuing Operations Statement
Following the consummation of the change of control, VeloPay will continue to conduct its money transmission business in [State Name] in the same manner as currently conducted. The Licensee's compliance programs, including its Bank Secrecy Act / Anti-Money Laundering ("BSA/AML") policies and procedures, will remain in full force and effect without interruption. No changes are currently planned to VeloPay's permissible investments, surety bond arrangements, or tangible net worth. The Licensee's financial condition will remain adequate to support its money transmission activities, and the Transaction enhances VeloPay's capitalization through access to the substantial financial resources of HPE Fund IV.
5. Request for Approval / Confirmation of Notification
For Prior Approval States — use the following paragraph:
We respectfully request that [Insert Agency Name] review and approve the proposed change of control at its earliest convenience. We are committed to providing any additional information or documentation that [Insert Agency Name] may require in connection with its review, and we are available to respond to any questions the [Insert Agency Name] may have regarding this application. We respectfully request that any approval be issued no later than [Insert Date — at least 5 business days before the anticipated closing date] to permit the consummation of the Transaction on the anticipated closing date.
For Notification-Only States — use the following paragraph:
This notification is provided in accordance with [Insert Statute and Section Number]. We understand that no affirmative approval is required from [Insert Agency Name] in connection with this change of control; however, we welcome any questions or requests for additional information that [Insert Agency Name] may have regarding this notification. We are committed to full transparency and cooperation with [Insert Agency Name] as VeloPay transitions to new ownership.
6. Contact Information
Should you have any questions regarding this [application / notification] or require any additional information, please do not hesitate to contact the undersigned or the following designated contacts:
Primary Regulatory Contact: Danielle Moreau, General Counsel VeloPay Systems, Inc. 1455 Innovation Parkway, Suite 800 Austin, TX 78759 Telephone: (512) 555-7200
Email: d.moreau@velopay.com
Legal Counsel: Megan Chu, Associate Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, NY 10019 Telephone: (212) 555-4821
Email: mchu@calderwoodharkness.com
7. Signature block
We appreciate your attention to this matter and look forward to your prompt review and response.
Respectfully submitted,
VELOPAY SYSTEMS, INC.
By: ________
Name: Nathan Aldridge
Title: Chief Executive Officer
Date: ________
[If notarization is required by the applicable jurisdiction, include the following:]
STATE OF TEXAS COUNTY OF TRAVIS
Before me, the undersigned notary public, on this _ day of ___, 2025, personally appeared Nathan Aldridge, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public My Commission Expires: _____ [Seal]
B. Application Form Body (For Jurisdictions Requiring Formal Application)
The following form body should be used for jurisdictions that require a formal application for approval of the change of control. This form should be adapted to the specific requirements of each jurisdiction, and where a jurisdiction provides its own proprietary application form, this form body should serve as the reference guide for completing the state's form.
1. Licensee Information
(a) Full Legal Name of Licensee: VeloPay Systems, Inc.
(b) State of Incorporation: Delaware
(c) Date of Incorporation: June 12, 2014
(d) Employer Identification Number (EIN): 82-3019478
(e) Delaware File Number: 5748392
(f) Money Transmitter License Number(s) in this State: [Insert applicable state license number(s)]
(g) Date License Was Originally Issued: [Insert]
(h) Date of Most Recent License Renewal: [Insert]
(i) Principal Office Address: 1455 Innovation Parkway, Suite 800, Austin, TX 78759
(j) Registered Agent in Filing State: [Insert name and address of registered agent in the applicable state]
(k) Current Officers and Directors of the Licensee:
2. Acquiror Information
(a) Full Legal Name of Acquiring Entity: Harrowgate Private Equity Fund IV LP
(b) Entity Type and Jurisdiction of Organization: Delaware limited partnership, organized under the Delaware Revised Uniform Limited Partnership Act
(c) Employer Identification Number (EIN): 87-4231956
(d) Principal Office Address: 300 King Street, Suite 4200, Wilmington, Delaware 19801
(e) General Partner: Harrowgate Capital Management IV LLC, a Delaware limited liability company, EIN 87-4231847, with its principal office at 300 King Street, Suite 4200, Wilmington, Delaware 19801
(f) Principals / Control Persons of Acquiring Entity (for background check purposes):
(g) Description of Acquiring Entity's Business: HPE Fund IV is a private equity fund with committed capital of $6.8 billion (vintage 2022). The fund's investment strategy focuses on growth equity and leveraged buyout investments in financial services technology, infrastructure software, and data analytics businesses. HPE Fund IV and its predecessor funds managed by the Harrowgate Capital Management platform have completed three prior platform investments in payments and financial infrastructure companies, demonstrating substantial relevant industry experience.
(h) Financial Statements of Acquiring Entity: The financial statements of HPE Fund IV and/or Harrowgate Capital Management IV LLC, as required by [Insert applicable state regulation], are attached hereto as Exhibit F. Additionally, a copy of the Equity Commitment Letter dated February 14, 2025, confirming HPE Fund IV's $1,140,000,000 equity commitment to the Transaction, is attached as Exhibit N.
3. Description of Change of Control
(a) Nature of the Transaction: The change of control will be effected through a reverse triangular merger under Section 251 of the Delaware General Corporation Law. Harrowgate Velocity Merger Sub Inc. ("Merger Sub"), a newly formed, wholly-owned subsidiary of HPE Fund IV, will merge with and into VeloPay, with VeloPay surviving as the continuing corporate entity and a wholly-owned subsidiary of HPE Fund IV. Upon consummation of the Merger, Merger Sub will cease to exist, and all of VeloPay's outstanding equity will be owned by HPE Fund IV.
(b) Pre-Transaction Ownership Structure: The following table sets forth the current ownership of VeloPay's outstanding equity:
(c) Post-Transaction Ownership Structure: Following consummation of the Transaction, HPE Fund IV will own 100% of VeloPay's outstanding equity. The general partner of HPE Fund IV is Harrowgate Capital Management IV LLC. A complete organizational chart showing the post-transaction ownership structure is attached hereto as Exhibit C.
(d) Date of Merger Agreement: March 18, 2025
(e) Anticipated Closing Date: July 22, 2025
(f) Percentage of Ownership Being Acquired: 100% of VeloPay's outstanding equity
(g) Aggregate Merger Consideration: $1,900,000,000, payable in cash at closing, subject to customary purchase price adjustments
4. Biographical Information of New Control Persons
In connection with this application, biographical information is being provided for each individual who will constitute a "control person" of the Licensee following consummation of the Transaction. For purposes of this application, the following individuals have been identified as control persons based on their roles as the principals of Harrowgate Capital Management IV LLC, the general partner of HPE Fund IV:
(a) Richard Harrowgate — Founder and Chairman of Harrowgate Capital Management IV LLC. Mr. Harrowgate's Personal Biographical Affidavit (and/or NMLS MU2 form, where applicable) is attached hereto as part of Exhibit G.
(b) Priya Deshmukh — Managing Partner, Fund IV, and member of Harrowgate Capital Management IV LLC. Ms. Deshmukh's Personal Biographical Affidavit (and/or NMLS MU2 form, where applicable) is attached hereto as part of Exhibit G.
(c) Thomas Eriksen — Partner, Head of Financial Technology, and member of Harrowgate Capital Management IV LLC. Mr. Eriksen's Personal Biographical Affidavit (and/or NMLS MU2 form, where applicable) is attached hereto as part of Exhibit G.
Where the applicable jurisdiction requires the submission of fingerprint cards for control persons, such fingerprint cards have been submitted through the approved channel designated by the state regulatory agency (e.g., through an approved vendor such as Thackeray Technologies or directly to the state's designated law enforcement agency). The State-by-State Matrix in Section III identifies which jurisdictions require fingerprint card submissions.
In addition to the above-identified new control persons, the current officers and directors of VeloPay (as listed in Section IV.B.1(k) above) will continue in their respective positions following the Transaction. Biographical information for VeloPay's continuing officers and directors has been previously submitted to the [Insert Agency Name] in connection with VeloPay's original license application and/or subsequent renewal filings and is incorporated herein by reference. Updated biographical information will be provided upon request.
5. Financial Information
The following financial information is submitted in support of this application:
Financial Information of the Licensee:
(a) Most recent audited financial statements of VeloPay Systems, Inc. for the fiscal year ended December 31, 2024, audited by Vance Thornbury & Co. LLP, an independent registered public accounting firm. These financial statements reflect Revenue of $412.3 million, Adjusted EBITDA of $98.1 million, Net Income of $41.7 million, Total Assets of $689.4 million, Total Debt of $112.0 million, and Cash and Cash Equivalents of $53.8 million. A copy is attached hereto as Exhibit D.
(b) Interim unaudited financial statements of VeloPay Systems, Inc. for the most recent fiscal quarter available as of the date of this filing. These statements have been prepared in accordance with U.S. GAAP on a basis consistent with VeloPay's audited financial statements and are available upon request.
(c) Pro forma consolidated balance sheet of VeloPay Systems, Inc. giving effect to the Merger, including the incurrence of $500 million in new term loan indebtedness, an estimated initial draw of approximately $254.7 million on the $260 million revolving credit facility, the payoff of VeloPay's existing $112 million in indebtedness, and the payment of estimated transaction expenses of approximately $48.5 million. A copy is attached hereto as Exhibit E.
Financial Information of the Acquiror:
(d) Summary of HPE Fund IV's financial profile, including confirmation of its $6.8 billion in committed capital (vintage 2022) and its $1,140,000,000 equity commitment to the Transaction. Fund-level financial statements or a certification of committed capital from Harrowgate Capital Management IV LLC is attached hereto as Exhibit F.