[sheet: Cover]
Field | Value
Transaction | Verimark Hospitality Group Inc. — $700,000,000 Senior Secured Term Loan B Refinancing
Borrower | Verimark Hospitality Group Inc.
Administrative Agent / Collateral Agent | Crescent Harbor Bank, N.A.
Borrower's Counsel | Calderwood & Harkness LLP
Agent's / Lenders' Counsel | Whitfield Gage & Partridge LLP
Engagement Number | 1016-00009
Crescent Harbor Loan Number | CHB-LF-2022-07814
CUSIP (New TLB) | 92347LAB8
Signing / Closing Date | July 21, 2022
Post-Closing Deadline | August 5, 2022
Prepared By | Sophie Tremblay / Daniel Obi
Responsible Partner | Ian Blackwood
Last Updated | August 5, 2022
Status | All items complete — matter closed
[sheet: Closing Checklist]
Item No. | Category | Description | Responsible Party | Due Date | Date Completed | Status | Notes / Comments
I. CREDIT AGREEMENT AND ANCILLARY LOAN DOCUMENTS
1.1 | Credit Agreement | Credit Agreement among Verimark Hospitality Group Inc. (as Borrower), the Guarantors, Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent), and the Lenders — Execution Version | C&H / WGP | July 21, 2022 | July 21, 2022 | Complete | Final execution version agreed July 18, 2022; simultaneous sign-and-close. $700,000,000 TLB; Adjusted Term SOFR + 375 bps; SOFR floor 0.50%; maturity July 21, 2029; 1.00% annual amortization; springing 4.5x max total net leverage ratio; MFN with 50 bps threshold and 18-month sunset (through Jan 21, 2024); repricing protection 1.00% for 6 months (through Jan 21, 2023). NY law.
1.2 | Credit Agreement | Guarantee Agreement — Execution Version (Guarantors: Verimark Resort Properties LLC, VHG Management Services Inc., Verimark Convention Holdings LLC, Palmetto Beachfront Hotels LLC, Cascadia Hospitality Corp.) | C&H | July 21, 2022 | July 21, 2022 | Complete | Unconditional guaranty of all Borrower obligations
1.3 | Credit Agreement | Pledge and Security Agreement — Execution Version (first-priority lien on substantially all assets; 100% equity in domestic subs; 65% equity in first-tier foreign subs) | C&H | July 21, 2022 | July 21, 2022 | Complete | Crescent Harbor Bank, N.A. as Collateral Agent
1.4 | Credit Agreement | Amended and Restated Intercreditor Agreement (pari passu between $700M TLB and $400M RCF) | C&H / WGP | July 21, 2022 | July 21, 2022 | Complete | Crescent Harbor serves as both TLB Agent and RCF Agent
1.5 | Credit Agreement | Promissory Notes — Form of Term Loan Note (Exhibit to Credit Agreement) | C&H | July 21, 2022 | July 21, 2022 | Complete | To be issued to Lenders requesting notes
1.6 | Credit Agreement | Assignment and Assumption Agreement — Form (Exhibit to Credit Agreement; incorporates LSTA standard terms for par/near-par trades) | C&H | July 21, 2022 | July 21, 2022 | Complete
1.7 | Credit Agreement | Perfection Certificate executed by VHG | C&H / VHG | July 21, 2022 | July 21, 2022 | Complete | Identifies legal names, jurisdictions, EINs (VHG EIN: 82-3741956), chief executive offices, prior names, asset locations for VHG and each Guarantor
1.8 | Credit Agreement | Administrative Agent Notice Designations | C&H / CHB | July 21, 2022 | July 21, 2022 | Complete | Contact info for CHB (600 Lexington Ave, 34th Fl, NY 10022), VHG (8200 W. Palmetto Park Rd, Ste 1500, Boca Raton, FL 33433), and each Lender
1.9 | Credit Agreement | Borrowing Request — Initial Drawdown of $700,000,000 | VHG / C&H | July 21, 2022 | July 21, 2022 | Complete | Full drawdown; 1-month Adjusted Term SOFR interest period
1.10 | Credit Agreement | Compliance Certificate — Form and Initial Delivery (pro forma leverage of 2.52x vs. 4.5x maximum) | VHG / C&H | July 21, 2022 | July 21, 2022 | Complete | Pro forma: $858M net debt ÷ $341M LTM Adj. EBITDA = 2.52x
II. CORPORATE AUTHORIZATIONS AND CERTIFICATES
2.1 | Corporate | VHG Board Resolutions — Authorizing the $700,000,000 TLB Refinancing | C&H / VHG | May 12, 2022 | May 12, 2022 | Complete | Adopted May 12, 2022; authorizes entry into Credit Agreement, repayment of existing $625M Greystone TLB, and execution of all related documents
2.2 | Corporate | Omnibus Secretary's Certificate — VHG and each Guarantor Subsidiary (organizational documents, resolutions, incumbency) | VHG (Priya Narayanan) | July 21, 2022 | July 21, 2022 | Complete | Executed by Priya Narayanan, General Counsel & Corporate Secretary
2.3 | Corporate | Incumbency Certificate — VHG Officers (Marcus Delvecchio, CEO; Renata Haines, CFO; Priya Narayanan, GC; Glenn Fischbach, Treasurer) | VHG | July 21, 2022 | July 21, 2022 | Complete | Specimen signatures included
2.4 | Corporate | Certificate of Good Standing — VHG (Delaware Secretary of State) | C&H / VHG | July 2022 | July 2022 | Complete | Delaware File Number: 7291843
2.5 | Corporate | Certificate of Good Standing — VHG (Florida Department of State) | C&H / VHG | July 2022 | July 2022 | Complete
2.6 | Corporate | Certificate of Good Standing — Verimark Resort Properties LLC (Delaware) | C&H / VHG | July 2022 | July 2022 | Complete
2.7 | Corporate | Certificate of Good Standing — VHG Management Services Inc. (Delaware) | C&H / VHG | July 2022 | July 2022 | Complete
2.8 | Corporate | Certificate of Good Standing — Verimark Convention Holdings LLC (Delaware) | C&H / VHG | July 2022 | July 2022 | Complete
2.9 | Corporate | Certificate of Good Standing — Palmetto Beachfront Hotels LLC (Florida) | C&H / VHG | July 2022 | July 2022 | Complete | Florida LLC
2.10 | Corporate | Certificate of Good Standing — Cascadia Hospitality Corp. (Delaware) | C&H / VHG | July 2022 | July 2022 | Complete
2.11 | Corporate | Solvency Certificate | VHG (Renata Haines, CFO) | July 21, 2022 | July 21, 2022 | Complete | Certifies solvency on a consolidated basis after giving effect to the refinancing
2.12 | Corporate | Officer's Closing Certificate — VHG | VHG (Renata Haines / Priya Narayanan) | July 21, 2022 | July 21, 2022 | Complete | Certifies satisfaction of CPs, accuracy of reps/warranties, absence of defaults, no MAC
III. OPINIONS
3.1 | Opinions | Legal Opinion — Calderwood & Harkness LLP (Borrower's Counsel) to Crescent Harbor and Lenders | C&H (Ian Blackwood) | July 21, 2022 | July 21, 2022 | Complete | Covers due organization, power and authority, due authorization, execution/delivery, enforceability (subject to customary qualifications), no conflicts, no required governmental approvals. NY law.
3.2 | Opinions | Enforceability Opinion — New York Law (Credit Agreement, Guarantee, Pledge/Security, Intercreditor) | C&H | July 21, 2022 | July 21, 2022 | Complete | Subject to customary bankruptcy, insolvency, and equitable principles qualifications
3.3 | Opinions | Tax Opinion Memorandum — OID ($7,000,000) and AHYDO Analysis | C&H (Leonard Cross) | July 18, 2022 | July 18, 2022 | Complete | Concludes TLB does not constitute AHYDO under IRC §163(i); advises on OID amortization
3.4 | Opinions | Opinion Backup Certificate — VHG | VHG (Priya Narayanan) | July 21, 2022 | July 21, 2022 | Complete | Factual representations relied upon by C&H for opinion delivery
IV. PAYOFF AND DISCHARGE OF EXISTING TLB
4.1 | Payoff | Payoff Letter — Greystone Federal Credit Corp. (existing $625M TLB agent) | C&H / Greystone (Marion Stillwell) | July 19, 2022 | July 19, 2022 | Complete | Total payoff: ~$627,916,667 (principal: $621,875,000 + accrued interest: ~$2,916,667 + prepayment premium: $3,125,000 (0.50% × $625M)). Existing TLB CUSIP: 92347LAA0. Original close: Feb 14, 2020.
4.2 | Payoff | Wire Transfer Instructions — Payoff Funds Flow to Greystone | C&H / VHG / CHB | July 21, 2022 | July 21, 2022 | Complete | ABA routing, account, beneficiary for Greystone Federal Credit Corp. (200 Park Ave South, 22nd Fl, NY 10003)
4.3 | Payoff | Funds Flow Memorandum | C&H (Sophie Tremblay) | July 20, 2022 | July 20, 2022 | Complete | Sources: $700M TLB (net of $7M OID = $693M net funding). Uses: $627,916,667 Greystone payoff; $3,500,000 arrangement fee (CHB); $1,400,000 advisory fee (Meridian Strauss); ~$3,200,000 legal/closing costs; ~$57,983,333 net proceeds to VHG.
4.4 | Payoff | Lien Release and Termination Authorization — Greystone | Greystone / C&H | July 21, 2022 | July 21, 2022 | Complete | Authorizes filing of UCC-3 terminations, mortgage releases, and other lien releases
4.5 | Payoff | Confirmation of Payoff and Release Letter — Greystone | Greystone (Marion Stillwell) | July 22, 2022 | July 22, 2022 | Complete | Confirms receipt of funds and full discharge of all obligations under existing TLB
V. UCC AND LIEN FILINGS
5.1 | UCC / Liens | UCC-1 Financing Statements — Delaware Secretary of State (VHG, Verimark Resort Properties LLC, VHG Management Services Inc., Verimark Convention Holdings LLC, Cascadia Hospitality Corp.) | C&H | July 21, 2022 | July 21, 2022 | Complete | Crescent Harbor Bank, N.A. as Secured Party (Collateral Agent)
5.2 | UCC / Liens | UCC-1 Financing Statements — Florida Secured Transaction Registry (Palmetto Beachfront Hotels LLC) | C&H | July 21, 2022 | July 21, 2022 | Complete | Crescent Harbor Bank, N.A. as Secured Party (Collateral Agent)
5.3 | UCC / Liens | UCC-3 Amendments / Terminations — Existing Greystone Liens (DE, FL, and other jurisdictions) | C&H / Greystone | July 21, 2022 | July 21, 2022 | Complete | Termination of all existing Greystone UCC-1s
5.4 | UCC / Liens | Lien Search Summary and Analysis (UCC, federal tax, judgment, litigation — DE, FL, NY, CA) | C&H (Daniel Obi) | July 15, 2022 | July 15, 2022 | Complete | Confirmed Greystone liens to be terminated; no other adverse liens
5.5 | UCC / Liens | IP Security Agreement Filing — USPTO and Copyright Office | C&H | July 2022 | July 2022 | Complete | Notice of grant of security interest covering VHG and Guarantor registered IP
VI. MORTGAGE AND REAL PROPERTY DOCUMENTS
6.1 | Mortgages / Title | Form of Mortgage, Deed of Trust, Assignment of Leases and Rents, and Security Agreement (multi-state master form with state-specific riders) | C&H | July 2022 | July 2022 | Complete | Covers 42 hotel properties across 12 states (FL-12, NY-6, CA-5, TX-4, GA-3, CO-3, AZ-2, IL-2, WA-2, OR-1, NV-1, VA-1)
6.2 | Mortgages / Title | Mortgage — Florida Properties (12 properties; Palmetto Beachfront Hotels LLC as grantor) | C&H / VHG | August 5, 2022 | August 5, 2022 | Complete | Post-closing deliverable; recorded by Aug 5, 2022 deadline
6.3 | Mortgages / Title | Mortgage — New York Properties (6 properties; Verimark Resort Properties LLC as grantor) | C&H / VHG | August 5, 2022 | August 5, 2022 | Complete | Post-closing deliverable
6.4 | Mortgages / Title | Deed of Trust — California Properties (5 properties; Verimark Resort Properties LLC as grantor) | C&H / VHG | August 5, 2022 | August 5, 2022 | Complete | Deed of trust form per CA law; post-closing deliverable
6.5 | Mortgages / Title | Mortgages — Texas Properties (4 properties; Verimark Resort Properties LLC) | C&H / VHG | August 5, 2022 | August 5, 2022 | Complete | Post-closing deliverable
6.6 | Mortgages / Title | Mortgages — Georgia Properties (3 properties) | C&H / VHG | August 5, 2022 | August 5, 2022 | Complete | Post-closing deliverable
6.7 | Mortgages / Title | Mortgages — Colorado Properties (3 properties) | C&H / VHG | August 5, 2022 | August 5, 2022 | Complete | Post-closing deliverable
6.8 | Mortgages / Title | Mortgages — Arizona Properties (2 properties) | C&H / VHG | August 5, 2022 | August 5, 2022 | Complete | Post-closing deliverable
6.9 | Mortgages / Title | Mortgages — Illinois Properties (2 properties) | C&H / VHG | August 5, 2022 | August 5, 2022 | Complete | Post-closing deliverable
6.10 | Mortgages / Title | Mortgages — Washington Properties (2 properties) | C&H / VHG | August 5, 2022 | August 5, 2022 | Complete | Post-closing deliverable
6.11 | Mortgages / Title | Mortgages — Oregon, Nevada, Virginia Properties (1 property each) | C&H / VHG | August 5, 2022 | August 5, 2022 | Complete | Post-closing deliverable
6.12 | Mortgages / Title | Title Insurance Endorsement Instructions to Continental Fidelity Title Company | C&H | July 2022 | July 2022 | Complete | Continental Fidelity Title Company (1221 Brickell Ave, Ste 900, Miami, FL 33131)
6.13 | Mortgages / Title | Mortgagee Title Insurance Policies — 42 properties (Continental Fidelity Title Company) | C&H / VHG / CFTC | August 5, 2022 | August 5, 2022 | Complete | Aggregate appraised value of mortgaged properties: ~$2,180,000,000; post-closing deliverable
6.14 | Mortgages / Title | Survey and Flood Certification Summary — 42 properties | C&H (Daniel Obi) / VHG | July 2022 | July 2022 | Complete | Identifies properties in special flood hazard areas requiring flood insurance
6.15 | Mortgages / Title | Post-Closing Mortgage Recording Confirmation Letters (all 12 states) | C&H | August 5, 2022 | August 5, 2022 | Complete | Confirmed recording in all applicable county offices by deadline
VII. SYNDICATION DOCUMENTS
7.1 | Syndication | Confidential Information Memorandum (CIM) — C&H Legal Review and Comments | C&H (Sophie Tremblay) | June 1, 2022 | June 1, 2022 | Complete | Legal review of CIM prepared by Crescent Harbor; 10b-5 considerations
7.2 | Syndication | Lender Presentation Slides — C&H Legal Summary Section | C&H | June 10, 2022 | June 10, 2022 | Complete | Used at June 13–17, 2022 bank meetings
7.3 | Syndication | Big Boy Letter / Non-Reliance Letter — Form | C&H | June 6, 2022 | June 6, 2022 | Complete
7.4 | Syndication | Syndication Allocation Summary and Lender Commitment Confirmations | CHB (Anika Holm) / C&H | June 30, 2022 | June 30, 2022 | Complete | Final allocations: CHB $50M; Ridgeline $125M; Beacon Atlantic $100M; Tidewater $75M; Ironbridge $100M; Northway $75M; Copperleaf $100M; Harborview Life $75M = $700M total
7.5 | Syndication | Lender Accession Agreements — Ridgeline Capital Partners, LP ($125M; Jerome Alston) | C&H / CHB | July 2022 | July 2022 | Complete | CLO fund; Delaware LP
7.6 | Syndication | Lender Accession Agreements — Beacon Atlantic Credit Fund III ($100M; Lina Marchenko) | C&H / CHB | July 2022 | July 2022 | Complete | Credit fund; Cayman Islands
7.7 | Syndication | Lender Accession Agreements — Tidewater Institutional Investors, Inc. ($75M; Douglas Nettles) | C&H / CHB | July 2022 | July 2022 | Complete | Insurance company investment arm; Connecticut
7.8 | Syndication | Lender Accession Agreements — Ironbridge Loan Management LLC ($100M; Catherine Volpe) | C&H / CHB | July 2022 | July 2022 | Complete | CLO manager; Delaware
7.9 | Syndication | Lender Accession Agreements — Northway Savings Bank ($75M; Brian Kowalski) | C&H / CHB | July 2022 | July 2022 | Complete | Regional bank; Massachusetts
7.10 | Syndication | Lender Accession Agreements — Copperleaf Asset Management, LP ($100M; Samara Patel) | C&H / CHB | July 2022 | July 2022 | Complete | Credit hedge fund; Delaware
7.11 | Syndication | Lender Accession Agreements — Harborview Mutual Life Insurance Company ($75M; Franklin Yee) | C&H / CHB | July 2022 | July 2022 | Complete | Life insurer; New York
VIII. COMMITMENT LETTER AND FEE ARRANGEMENTS
8.1 | Commitment / Fees | Commitment Letter — Execution Version (VHG and Crescent Harbor Bank, N.A.) | C&H / VHG / CHB | May 27, 2022 | May 27, 2022 | Complete | CHB commits to arrange and underwrite $700M TLB; NY law
8.2 | Commitment / Fees | Fee Letter — Execution Version (arrangement fee 0.50% / $3,500,000; admin agent fee $150,000/yr; OID 1.00% / $7,000,000) | C&H / VHG / CHB | May 27, 2022 | May 27, 2022 | Complete | Confidential
8.3 | Commitment / Fees | Letter Agreement — Syndication Flex Provisions | C&H / VHG / CHB | May 27, 2022 | May 27, 2022 | Complete | Confidential; permits margin, OID, SOFR floor adjustments for syndication
IX. INSURANCE
9.1 | Insurance | Insurance Certificate Review Memorandum — Compliance with Credit Agreement Requirements | C&H (Daniel Obi) | July 19, 2022 | July 19, 2022 | Complete | Property, casualty, liability coverage for 74 hotel properties; CHB named as additional insured/loss payee
X. KYC / AML
10.1 | KYC / AML | VHG KYC Package delivered to Crescent Harbor Bank, N.A. | VHG / CHB | April 15, 2022 | April 15, 2022 | Complete | KYC/AML package dated April 15, 2022
XI. RATINGS
11.1 | Ratings | Kellaway Ratings Group — Corporate Family Rating: BB-; TLB Rating: B+ | VHG / Meridian Strauss | Pre-closing | Pre-closing | Complete
11.2 | Ratings | Pinnacle Credit Services — Corporate Family Rating: Ba3; TLB Rating: B1 | VHG / Meridian Strauss | Pre-closing | Pre-closing | Complete
XII. CLOSING MECHANICS
12.1 | Closing | Closing Agenda and Signature Pages Package | C&H | July 21, 2022 | July 21, 2022 | Complete | Simultaneous sign-and-close
12.2 | Closing | Post-Closing Letter Agreement (specifying August 5, 2022 deadline for mortgages and title policies) | C&H / VHG / CHB | July 21, 2022 | July 21, 2022 | Complete
12.3 | Closing | Closing Binder — Index and Table of Contents | C&H | August 5, 2022 | August 5, 2022 | Complete | Final binder compiled upon completion of all post-closing items
XIII. POST-CLOSING DELIVERABLES
13.1 | Post-Closing | Recorded mortgages/deeds of trust for 42 hotel properties across 12 states (see Section VI above) | C&H / VHG | August 5, 2022 | August 5, 2022 | Complete | All recorded by deadline
13.2 | Post-Closing | Mortgagee title insurance policies from Continental Fidelity Title Company for 42 properties | C&H / VHG / CFTC | August 5, 2022 | August 5, 2022 | Complete
13.3 | Post-Closing | Updated surveys for mortgaged properties | VHG | August 5, 2022 | August 5, 2022 | Complete
13.4 | Post-Closing | Flood certifications for mortgaged properties | VHG | August 5, 2022 | August 5, 2022 | Complete
13.5 | Post-Closing | Post-Closing Completion Certificate (executed by Priya Narayanan) | VHG | August 5, 2022 | August 5, 2022 | Complete | Confirms delivery of all post-closing items per Post-Closing Letter Agreement
13.6 | Post-Closing | Post-Closing Mortgage Recording Confirmation Letters | C&H | August 5, 2022 | August 5, 2022 | Complete | Confirmations from all 12 states
13.7 | Post-Closing | Engagement Wrap-Up Letter and Final Invoice Summary to VHG | C&H (Ian Blackwood) | August 8, 2022 | August 8, 2022 | Complete | Sent to Priya Narayanan (VHG GC); engagement 1016-00009 closed
[sheet: Key Dates]
Date | Event / Milestone | Checklist Reference
February 14, 2020 | Existing $625M TLB originally closed (Greystone Federal Credit Corp. as agent; LIBOR + 425 bps) | Background
April 4, 2022 | Matter opened at Calderwood & Harkness LLP | —
April 8, 2022 | Engagement letter executed (C&H to VHG) | —
April 15, 2022 | VHG KYC Package delivered to Crescent Harbor | 10.1
April 22, 2022 | Initial term sheet received from Crescent Harbor Bank, N.A. | —
May 12, 2022 | VHG Board of Directors authorizes the refinancing | 2.1
May 16, 2022 | First draft of Credit Agreement circulated by C&H | 1.1
May 27, 2022 | Commitment Letter and Fee Letter executed | 8.1, 8.2, 8.3
June 1, 2022 | CIM legal review completed | 7.1
June 6, 2022 | Syndication process launched | 7.3
June 10, 2022 | Lender presentation legal slides delivered | 7.2
June 13–17, 2022 | Lender presentations / bank meetings | 7.2
June 30, 2022 | Final syndication allocations confirmed ($700M fully committed) | 7.4
July 15, 2022 | Lien search summary completed | 5.4
July 18, 2022 | Final execution version of Credit Agreement agreed | 1.1
July 19, 2022 | Payoff Letter finalized with Greystone | 4.1
July 19, 2022 | Insurance certificate review completed | 9.1
July 20, 2022 | Funds flow memorandum distributed | 4.3
July 21, 2022 | Signing Date / Closing Date / Funding Date / Existing TLB Payoff Date | All Sections I–XII
July 22, 2022 | Greystone payoff and release confirmation received | 4.5
August 5, 2022 | Post-closing deliverables completed (mortgages, title policies, surveys, flood certs) | Section XIII
August 8, 2022 | Engagement wrap-up letter sent; matter status: closed | 13.7
January 21, 2023 | Repricing protection (soft call 1.00%) sunset | —
January 21, 2024 | Most favored nation provision sunset (18 months; 50 bps threshold) | —
July 21, 2029 | Maturity Date — $651,000,000 balloon payment due (after $49M cumulative amortization) | —
[sheet: Parties & Contacts]
Entity / Organization | Role | Key Contact | Title | Address
Verimark Hospitality Group Inc. | Borrower | Marcus Delvecchio (CEO); Renata Haines (CFO); Priya Narayanan (GC); Glenn Fischbach (Treasurer) | See description | 8200 West Palmetto Park Road, Suite 1500, Boca Raton, FL 33433
Crescent Harbor Bank, N.A. | Administrative Agent / Collateral Agent / Lead Arranger / Bookrunner | Theodore "Ted" Marchetti (MD, Leveraged Finance); Anika Holm (Dir., Loan Syndications) | See description | 600 Lexington Avenue, 34th Floor, New York, NY 10022
Calderwood & Harkness LLP | Borrower's Counsel | Ian Blackwood (Responsible Partner); Stephanie Okafor (Billing Partner); Sophie Tremblay (Lead Associate); Daniel Obi (Working Associate); Leonard Cross (Tax) | See description | One Liberty Plaza, 52nd Floor, New York, NY 10006
Whitfield Gage & Partridge LLP | Agent's / Lenders' Counsel | Harrison Whitfield III (Lead Partner); Megan Yeung (Lead Associate) | See description | 383 Madison Avenue, 28th Floor, New York, NY 10179
Greystone Federal Credit Corp. | Existing TLB Agent (Payoff) | Marion Stillwell (VP, Agency Services) | See description | 200 Park Avenue South, 22nd Floor, New York, NY 10003
Meridian Strauss Advisory LLC | Financial Advisor (Debt Advisory) | Elise Cavanaugh (Managing Director) | See description | 299 Park Avenue, 16th Floor, New York, NY 10171
Clearmont & Wharton LLP | Auditor / Accounting Firm | Ronald Ashby (Engagement Partner, CPA) | See description | 100 SE 2nd Street, Suite 3200, Miami, FL 33131
Continental Fidelity Title Company | Title Insurer | — | — | 1221 Brickell Avenue, Suite 900, Miami, FL 33131
Kellaway Ratings Group | Rating Agency | — | — | New York
Pinnacle Credit Services | Rating Agency | — | — | New York
Ridgeline Capital Partners, LP | Syndicate Lender ($125M) | Jerome Alston (Portfolio Manager) | See description | —
Beacon Atlantic Credit Fund III | Syndicate Lender ($100M) | Lina Marchenko (Senior Analyst) | See description | —
Tidewater Institutional Investors, Inc. | Syndicate Lender ($75M) | Douglas Nettles (Head of Private Credit) | See description | —
Ironbridge Loan Management LLC | Syndicate Lender ($100M) | Catherine Volpe (Managing Director) | See description | —
Northway Savings Bank | Syndicate Lender ($75M) | Brian Kowalski (SVP, Commercial Lending) | See description | —
Copperleaf Asset Management, LP | Syndicate Lender ($100M) | Samara Patel (Partner) | See description | —
Harborview Mutual Life Insurance Company | Syndicate Lender ($75M) | Franklin Yee (CIO) | See description | —
Atlantic Standard Trust Company | Indenture Trustee ($245M Senior Unsecured Notes due 2028) | — | — | —
Verimark Resort Properties LLC | Guarantor Subsidiary | — | — | c/o VHG, 8200 W. Palmetto Park Rd, Ste 1500, Boca Raton, FL 33433
VHG Management Services Inc. | Guarantor Subsidiary | — | — | c/o VHG, 8200 W. Palmetto Park Rd, Ste 1500, Boca Raton, FL 33433
[sheet: Guarantor Subsidiaries]
Guarantor Entity | Short Name | Entity Type | Jurisdiction of Organization | Description / Portfolio | Good Standing Certificate Status | Secretary's Certificate Status
Verimark Resort Properties LLC | VRP | LLC | Delaware | Owns 42 of 74 hotel properties; appraised value ~$2.18 billion | Complete | Complete
VHG Management Services Inc. | VHG Mgmt | Corporation | Delaware | Hotel management subsidiary | Complete | Complete
Verimark Convention Holdings LLC | VCH | LLC | Delaware | Convention center and event space subsidiary | Complete | Complete
Palmetto Beachfront Hotels LLC | Palmetto | LLC | Florida | Florida coastal resort portfolio — 12 properties | Complete | Complete
Cascadia Hospitality Corp. | Cascadia | Corporation | Delaware | Pacific Northwest hotel portfolio — 8 properties | Complete | Complete