[sheet: Closing Checklist]
Item No. | Category | Document / Deliverable | Description | Responsible Party | Due Date | Delivery Status | Date Received | Notes
A-1 | A. Offering Documents | Final Offering Memorandum | Final Offering Memorandum dated June 18, 2024 for $500,000,000 8.250% Senior Notes due 2031; CUSIP 923847 AA 5 (144A) / U92384 AA 8 (Reg S); ISIN US923847AA52 (144A) / USU92384AA83 (Reg S); issue price 98.500%; OID 1.500%; initial purchasers' discount 1.750%; net proceeds $483,750,000 | Calderwood & Harkness LLP / Meridian Document Services Inc. | June 18, 2024 | Received | June 18, 2024 | Printed and distributed by Meridian Document Services Inc.
A-2 | A. Offering Documents | Pricing Term Sheet | One-page supplement dated June 17, 2024 with final pricing terms: $500M aggregate principal, 8.250% coupon, maturity July 1, 2031, issue price 98.500%, settlement June 25, 2024 (T+5), optional redemption schedule (104.125% on/after 7/1/2027; 102.063% on/after 7/1/2028; 100.000% on/after 7/1/2029) | Calderwood & Harkness LLP | June 17, 2024 | Received | June 17, 2024
A-3 | A. Offering Documents | Preliminary Offering Memorandum | Draft dated June 3, 2024; distributed to prospective investors in connection with roadshow June 10–14, 2024 | Calderwood & Harkness LLP | June 3, 2024 | Received | June 3, 2024 | Pricing terms left blank
B-1 | B. Purchase Agreement | Purchase Agreement (Execution Version) | Dated June 18, 2024 among Verimark Hospitality Group Inc. (Issuer), Guarantors, and Kensington Barrow & Co. (as Representative of the Initial Purchasers, including Ridgeline Capital Markets LLC and Stonebridge Marvelo Securities Inc.); 144A/Reg S placement; governed by New York law; includes defined term 'material adverse effect' in Section 1 | Calderwood & Harkness LLP / Whitfield, Crane & Aldrich LLP | June 18, 2024 | Received | June 18, 2024 | Signed by all parties; counterpart signature pages collected
C-1 | C. Indenture and Notes | Indenture (Execution Version) | Dated June 25, 2024 among Verimark Hospitality Group Inc. (Issuer), the Guarantors, and Fidelitas Trust Company, N.A. (Trustee); $500,000,000 8.250% Senior Notes due 2031; governed by New York law; includes incurrence covenants (FCCR ≥ 2.00x), restricted payments basket ($50M + 50% CNI), permitted indebtedness basket ($75M), permitted liens basket ($50M), asset sale 365-day reinvestment period, change of control put at 101.000%, equity clawback up to 40% at 108.250% prior to July 1, 2027 | Calderwood & Harkness LLP | June 25, 2024 | Received | June 25, 2024
C-2 | C. Indenture and Notes | Global Note — 144A (Exhibit A-1 to Indenture) | Form of 144A Global Note; CUSIP 923847 AA 5; ISIN US923847AA52; registered in name of Cede & Co. as nominee for DTC | Calderwood & Harkness LLP / Fidelitas Trust Company, N.A. | June 25, 2024 | Received | June 25, 2024 | Authenticated by Fidelitas Trust Company, N.A. as Trustee
C-3 | C. Indenture and Notes | Global Note — Regulation S (Exhibit A-2 to Indenture) | Form of Regulation S Global Note; CUSIP U92384 AA 8; ISIN USU92384AA83 | Calderwood & Harkness LLP / Fidelitas Trust Company, N.A. | June 25, 2024 | Received | June 25, 2024 | Authenticated by Fidelitas Trust Company, N.A. as Trustee
C-4 | C. Indenture and Notes | Supplemental Indenture (Guarantor Joinder Form) | Form attached as Exhibit to Indenture for future subsidiary guarantors | Calderwood & Harkness LLP | June 25, 2024 | Received | June 25, 2024 | Exhibit to Indenture
D-1 | D. Registration Rights | Registration Rights Agreement (Execution Version) | Dated June 25, 2024 among VHG, the Guarantors, and the Initial Purchasers; filing deadline 180 days post-closing (January 4, 2025); effectiveness deadline 365 days post-closing (July 8, 2025); additional interest 0.25% first 90 days, 0.50% thereafter, max 1.00% per annum; governed by New York law | Calderwood & Harkness LLP | June 25, 2024 | Received | June 25, 2024
E-1 | E. Guarantees and Joinders | Guarantor Joinder Agreement — Verimark Resort Holdings LLC | Delaware LLC; executed joinder dated June 25, 2024 joining as Guarantor under Indenture and Registration Rights Agreement | Calderwood & Harkness LLP | June 25, 2024 | Received | June 25, 2024
E-2 | E. Guarantees and Joinders | Guarantor Joinder Agreement — VHG Properties Inc. | Delaware corporation; executed joinder dated June 25, 2024 | Calderwood & Harkness LLP | June 25, 2024 | Received | June 25, 2024
E-3 | E. Guarantees and Joinders | Guarantor Joinder Agreement — Bayshore Hotel Management LLC | Florida LLC; executed joinder dated June 25, 2024 | Calderwood & Harkness LLP | June 25, 2024 | Received | June 25, 2024
E-4 | E. Guarantees and Joinders | Guarantor Joinder Agreement — Verimark Capital Holdings LLC | Delaware LLC; executed joinder dated June 25, 2024 | Calderwood & Harkness LLP | June 25, 2024 | Received | June 25, 2024
E-5 | E. Guarantees and Joinders | Guarantor Joinder Agreement — Pinnacle Lodging Enterprises Inc. | Delaware corporation; executed joinder dated June 25, 2024 | Calderwood & Harkness LLP | June 25, 2024 | Received | June 25, 2024
F-1 | F. Payoff and Discharge of Existing Debt | Payoff Letter | Dated June 21, 2024 from Greystone National Bank, N.A. (as Administrative Agent) to VHG; aggregate payoff $473,886,714.10 (principal $467,342,819.16 [TL-A: $280,142,819.16 + TL-B: $187,200,000.00] + accrued interest $4,207,180.84 + prepayment premium $2,336,714.10 [0.50%]); wire instructions for payment June 25, 2024; Loan No. GNB-SYN-2021-04417 | Calderwood & Harkness LLP / Greystone National Bank, N.A. | June 21, 2024 | Received | June 21, 2024 | Draft prepared by C&H; executed by Thomas P. Quirk, SVP, Greystone
F-2 | F. Payoff and Discharge of Existing Debt | Lien Release and Termination Request Letter | Dated June 24, 2024 from VHG (David K. Moretti) to Greystone National Bank, N.A. (Thomas P. Quirk); requesting UCC-3 termination statements and mortgage/deed of trust releases upon receipt of payoff funds | Calderwood & Harkness LLP | June 24, 2024 | Received | June 24, 2024
F-3 | F. Payoff and Discharge of Existing Debt | Notice of Termination of Existing Credit Agreement | Dated June 25, 2024 from VHG to Greystone National Bank, N.A. (as Administrative Agent); terminating the Amended and Restated Credit Agreement dated March 15, 2021 upon repayment in full | Calderwood & Harkness LLP | June 25, 2024 | Received | June 25, 2024 | Existing Credit Facility matured March 15, 2026; refinanced early
F-4 | F. Payoff and Discharge of Existing Debt | Wire Confirmation — Payoff to Greystone National Bank, N.A. | Confirmation of wire transfer of $473,886,714.10 to Greystone National Bank, N.A. on June 25, 2024 | Verimark Hospitality Group Inc. | June 25, 2024 | Received | June 25, 2024 | Funds released from escrow
G-1 | G. Certificates | Officer's Certificate of the Issuer | Dated June 25, 2024; signed by Patricia R. Henning (CFO) and David K. Moretti (General Counsel); certifying representations and warranties true and correct, no material adverse effect since date of Offering Memorandum, conditions to closing under Purchase Agreement satisfied | Verimark Hospitality Group Inc. | June 25, 2024 | Received | June 25, 2024
G-2 | G. Certificates | Secretary's Certificate of the Issuer | Dated June 25, 2024; signed by David K. Moretti as Secretary; attaching certified copies of Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, board resolutions (June 14, 2024), and officer incumbency | Verimark Hospitality Group Inc. | June 25, 2024 | Received | June 25, 2024
G-3 | G. Certificates | Board Resolutions of Verimark Hospitality Group Inc. | Adopted June 14, 2024; chaired by Eleanor M. Vasquez; authorizing issuance of $500M 8.250% Senior Notes due 2031 and execution of Indenture, Purchase Agreement, Registration Rights Agreement, Escrow Agreement, and related documents | Verimark Hospitality Group Inc. | June 14, 2024 | Received | June 14, 2024 | Attached to Secretary's Certificate
G-4 | G. Certificates | Board/Manager Resolutions of Each Guarantor Subsidiary | Adopted June 14, 2024 by boards/managing members of Verimark Resort Holdings LLC, VHG Properties Inc., Bayshore Hotel Management LLC, Verimark Capital Holdings LLC, and Pinnacle Lodging Enterprises Inc.; authorizing subsidiary guarantees and Guarantor Joinder Agreements | Verimark Hospitality Group Inc. / each Guarantor | June 14, 2024 | Received | June 14, 2024 | Five separate sets of resolutions
G-5 | G. Certificates | Good Standing Certificate — Verimark Hospitality Group Inc. (Delaware) | Certificate from Delaware Secretary of State | Verimark Hospitality Group Inc. | June 20, 2024 | Received | June 20, 2024 | Delaware corporation; EIN 84-3291057
G-6 | G. Certificates | Good Standing Certificate — Verimark Resort Holdings LLC (Delaware) | Certificate from Delaware Secretary of State | Verimark Hospitality Group Inc. | June 20, 2024 | Received | June 20, 2024
G-7 | G. Certificates | Good Standing Certificate — VHG Properties Inc. (Delaware) | Certificate from Delaware Secretary of State | Verimark Hospitality Group Inc. | June 20, 2024 | Received | June 20, 2024
G-8 | G. Certificates | Good Standing Certificate — Bayshore Hotel Management LLC (Florida) | Certificate from Florida Department of State | Verimark Hospitality Group Inc. | June 20, 2024 | Received | June 20, 2024 | Florida LLC
G-9 | G. Certificates | Good Standing Certificate — Verimark Capital Holdings LLC (Delaware) | Certificate from Delaware Secretary of State | Verimark Hospitality Group Inc. | June 20, 2024 | Received | June 20, 2024
G-10 | G. Certificates | Good Standing Certificate — Pinnacle Lodging Enterprises Inc. (Delaware) | Certificate from Delaware Secretary of State | Verimark Hospitality Group Inc. | June 20, 2024 | Received | June 20, 2024
G-11 | G. Certificates | Closing Certificate of the Initial Purchasers | Dated June 25, 2024; Kensington Barrow & Co. (as Representative) | Kensington Barrow & Co. | June 25, 2024 | Received | June 25, 2024 | Signed by Jonathan M. Firth, Managing Director
H-1 | H. Opinions | Legal Opinion of Calderwood & Harkness LLP (Issuer's Counsel) | Dated June 25, 2024; addressed to the Initial Purchasers and Fidelitas Trust Company, N.A. (as Trustee); covering due organization, good standing, due authorization, valid execution, enforceability (subject to customary bankruptcy/equity exceptions), no conflicts, no Securities Act registration required for 144A/Reg S, VHG not an investment company under Investment Company Act of 1940; governed by New York law | Calderwood & Harkness LLP (Theodore Langston) | June 25, 2024 | Received | June 25, 2024
H-2 | H. Opinions | Tax Opinion of Calderwood & Harkness LLP | Dated June 25, 2024; addressed to VHG; re: U.S. federal income tax treatment of Notes, OID ($7,500,000 / 1.500%), deductibility of stated interest (8.250%), confirmation Notes are not AHYDO under IRC §163(e)(5) | Calderwood & Harkness LLP (Sylvia Hartwell) | June 25, 2024 | Received | June 25, 2024
H-3 | H. Opinions | 10b-5 Negative Assurance Letter | Dated June 25, 2024; Calderwood & Harkness LLP to Kensington Barrow & Co. (as Representative); re: Final Offering Memorandum dated June 18, 2024 | Calderwood & Harkness LLP | June 25, 2024 | Received | June 25, 2024
H-4 | H. Opinions | Legal Opinion of Whitfield, Crane & Aldrich LLP (Initial Purchasers' Counsel) | Dated June 25, 2024; addressed to the Initial Purchasers; customary opinion of purchasers' counsel | Whitfield, Crane & Aldrich LLP (Nathaniel R. Bosch) | June 25, 2024 | Received | June 25, 2024
H-5 | H. Opinions | Comfort Letter — Palladian & Howe LLP | Comfort letter addressed to the Initial Purchasers; covering specified financial data in the Offering Memorandum; requested by C&H letter dated June 10, 2024 to Kenneth W. Sturgis | Palladian & Howe LLP (Kenneth W. Sturgis) | June 25, 2024 | Received | June 25, 2024 | Independent auditors of VHG; 200 South Biscayne Blvd., Suite 2600, Miami, FL 33131
I-1 | I. Funds Flow and Escrow | Funds Flow Memorandum | Dated June 24, 2024; prepared by C&H; detailing sequencing and amounts of all closing-day wire transfers on June 25, 2024: (1) $492,500,000 from Initial Purchasers to Escrow Account 7841-0293-551 at Fidelitas Trust; (2) release from escrow; (3) $8,750,000 initial purchasers' discount retained; (4) $467,342,819.16 principal payoff to Greystone; (5) $4,207,180.84 accrued interest to Greystone; (6) $2,336,714.10 prepayment premium to Greystone; (7) $6,863,285.90 transaction expenses; (8) $3,000,000.00 to VHG operating account for general corporate purposes | Calderwood & Harkness LLP | June 24, 2024 | Received | June 24, 2024 | Net proceeds total $483,750,000
I-2 | I. Funds Flow and Escrow | Escrow Agreement (Execution Version) | Dated June 18, 2024 among VHG, Kensington Barrow & Co. (as Representative), and Fidelitas Trust Company, N.A. (as Escrow Agent); Escrow Account No. 7841-0293-551; deposit and release of note proceeds pending closing conditions satisfaction | Calderwood & Harkness LLP | June 18, 2024 | Received | June 18, 2024
I-3 | I. Funds Flow and Escrow | Wire Transfer Confirmations — All Closing Wires | Confirmation receipts for all wires executed on June 25, 2024 per the Funds Flow Memorandum | Verimark Hospitality Group Inc. / Fidelitas Trust Company, N.A. | June 25, 2024 | Received | June 25, 2024 | All wires confirmed same-day
J-1 | J. Ancillary Documents | DTC Letter of Representations | Dated June 25, 2024; from VHG and Fidelitas Trust Company, N.A. (as Trustee, Registrar, and Transfer Agent) to The Depository Trust Company; re: 8.250% Senior Notes due 2031 (CUSIP 923847 AA 5 and U92384 AA 8) | Calderwood & Harkness LLP | June 25, 2024 | Received | June 25, 2024
J-2 | J. Ancillary Documents | Closing Index and Signature Pages | Master closing set index dated July 2, 2024; listing all executed transaction documents with tab numbers; compiling counterpart signature pages | Calderwood & Harkness LLP (Audrey Zhou) | July 2, 2024 | Received | July 2, 2024
J-3 | J. Ancillary Documents | D&O Insurance Certificate | Atlantic Indemnity Insurance Co.; Policy No. DOP-2024-881437; evidence of directors and officers liability coverage | Verimark Hospitality Group Inc. | June 25, 2024 | Received | June 25, 2024
K-1 | K. Post-Closing Items | UCC-3 Termination Statements | Filed in applicable jurisdictions to terminate security interests under the Existing Credit Facility; requested from Greystone National Bank, N.A. | Greystone National Bank, N.A. / Calderwood & Harkness LLP | July 8, 2024 | Received | July 8, 2024 | All termination statements filed and confirmed
K-2 | K. Post-Closing Items | Mortgage and Deed of Trust Releases | Releases for VHG Properties Inc. assets securing the Existing Credit Facility | Greystone National Bank, N.A. / Calderwood & Harkness LLP | July 8, 2024 | Received | July 8, 2024 | Recorded in applicable counties
K-3 | K. Post-Closing Items | Closing Binder Compilation and Delivery | Compilation and binding of closing binder with all executed documents; delivered to VHG (David K. Moretti) | Calderwood & Harkness LLP (Audrey Zhou) | July 8, 2024 | Received | July 5, 2024 | Enclosed with post-closing letter to client dated July 5, 2024
K-4 | K. Post-Closing Items | DTC FAST Eligibility Confirmation | Confirmation that the Notes are eligible for DTC's Fast Automated Securities Transfer (FAST) program | Fidelitas Trust Company, N.A. | July 8, 2024 | Received | July 3, 2024
[sheet: Party Directory]
Role | Full Legal Name | Short Name | Entity Type | Jurisdiction | Contact Person | Title | Address
Issuer | Verimark Hospitality Group Inc. | VHG | Corporation | Delaware | Marcus J. Delano (CEO); Patricia R. Henning (CFO); David K. Moretti (GC & Secretary) | See contact column | 2400 Brickell Bay Drive, Suite 3100, Miami, FL 33129
Guarantor | Verimark Resort Holdings LLC | VRH | LLC | Delaware
Guarantor | VHG Properties Inc. | VHG Properties | Corporation | Delaware
Guarantor | Bayshore Hotel Management LLC | Bayshore | LLC | Florida
Guarantor | Verimark Capital Holdings LLC | VCH | LLC | Delaware
Guarantor | Pinnacle Lodging Enterprises Inc. | Pinnacle Lodging | Corporation | Delaware
Lead Bookrunner / Representative of Initial Purchasers / Financial Advisor | Kensington Barrow & Co. | KB | Broker-dealer | New York | Jonathan M. Firth | Managing Director, Leveraged Finance | 399 Park Avenue, 22nd Floor, New York, NY 10022
Joint Bookrunner | Ridgeline Capital Markets LLC | Ridgeline | LLC / Broker-dealer | Delaware | Sarah L. Greenwald | Director, High Yield Capital Markets | 200 Vesey Street, 35th Floor, New York, NY 10281
Co-Manager | Stonebridge Marvelo Securities Inc. | Stonebridge | Corporation / Broker-dealer | New York | Brian D. Calloway | Vice President | 600 Lexington Avenue, 18th Floor, New York, NY 10022
Trustee / Registrar / Paying Agent / Transfer Agent / Escrow Agent | Fidelitas Trust Company, N.A. | Fidelitas Trust | National banking association | United States (OCC) | Rebecca A. Marsden | VP, Corporate Trust Administration | 100 Wall Street, Suite 1500, New York, NY 10005
Administrative Agent (Existing Credit Facility) | Greystone National Bank, N.A. | Greystone | National banking association | United States (OCC) | Thomas P. Quirk | Senior Vice President | 1 Financial Center, Boston, MA 02111
Syndicate Lender | Harborview Lending Group | Harborview | — | New York
Syndicate Lender | Cascade Federal Bank | Cascade | Federal savings bank | United States (OCC)
Syndicate Lender | Meriden Commercial Finance LLC | Meriden | LLC | Delaware
Issuer's Counsel | Calderwood & Harkness LLP | C&H | LLP | New York | Theodore Langston (Responsible Partner); Vivienne St. Claire (Billing Partner); Claire Dempsey (Lead Associate); Audrey Zhou (Working Associate); Sylvia Hartwell (Tax) | One Liberty Plaza, 45th Floor, New York, NY 10006
Initial Purchasers' Counsel | Whitfield, Crane & Aldrich LLP | WCA | LLP | New York | Nathaniel R. Bosch (Partner); Megan E. Hartsfield (Associate) | 51 West 52nd Street, New York, NY 10019
Independent Auditors | Palladian & Howe LLP | P&H | LLP | Florida | Kenneth W. Sturgis | Engagement Partner | 200 South Biscayne Boulevard, Suite 2600, Miami, FL 33131
Rating Agency | Crestline Ratings Group | Crestline | — | New York | Rating: B1 (stable outlook)
Rating Agency | Broadmark Rating Services Inc. | Broadmark | Corporation | New York | Rating: B+ (stable outlook)
D&O Insurer | Atlantic Indemnity Insurance Co. | Atlantic Indemnity | Insurance company | Connecticut | Policy No. DOP-2024-881437
Printing / EDGAR Filing Agent | Meridian Document Services Inc. | 44 Wall Street, 12th Floor, New York, NY 10005
Chairman of the Board (VHG) | Eleanor M. Vasquez | Chairman of the Board
COO (VHG) | Raymond T. Ochoa | Chief Operating Officer
[sheet: Key Transaction Terms]
Item | Value | Notes
Transaction | $500,000,000 8.250% Senior Notes due 2031 | 144A / Regulation S private placement
Issuer | Verimark Hospitality Group Inc. | Delaware corporation; Nasdaq: VMRK; EIN: 84-3291057; SEC CIK: 0001847293
Aggregate Principal Amount | $500,000,000
Coupon | 8.250% per annum | Semi-annual on January 1 and July 1; $20,625,000 per semi-annual payment
Annual Interest Expense | $41,250,000 | $500M × 8.250%
Maturity Date | July 1, 2031 | ~7 years
Issue Price | 98.500% | Gross proceeds: $492,500,000
Original Issue discount | 1.500% ($7,500,000)
Initial Purchasers' discount | 1.750% ($8,750,000)
Net Proceeds to Issuer | $483,750,000 | $492,500,000 − $8,750,000
CUSIP (144A) | 923847 AA 5
CUSIP (Reg S) | U92384 AA 8
ISIN (144A) | US923847AA52
ISIN (Reg S) | USU92384AA83
Escrow Account No. | 7841-0293-551 | At Fidelitas Trust Company, N.A.
Existing Credit Facility Loan No. | GNB-SYN-2021-04417 | Amended and Restated Credit Agreement dated March 15, 2021
Existing Facility Outstanding Principal | $467,342,819.16 | TL-A: $280,142,819.16; TL-B: $187,200,000.00; as of April 1, 2024
Existing Facility Accrued Interest (est.) | $4,207,180.84 | Through June 25, 2024 closing
Prepayment Premium | $2,336,714.10 | $467,342,819.16 × 0.50%
Transaction Expenses | $6,863,285.90 | Legal, trustee, ratings, printing, misc.
General Corporate Purposes | $3,000,000.00 | Balance of net proceeds
Total Uses | $483,750,000.00 | Ties to net proceeds
Optional Redemption — On/After 7/1/2027 | 104.125%
Optional Redemption — On/After 7/1/2028 | 102.063%
Optional Redemption — On/After 7/1/2029 | 100.000% | Par call
Equity Clawback | Up to 40% ($200,000,000) at 108.250% | Prior to July 1, 2027
Change of Control Put | 101.000% | $505,000,000 if full principal outstanding
FCCR Incurrence Covenant | ≥ 2.00x
Restricted Payments Basket | $50,000,000 + 50% of CNI | Builder basket; cumulative from July 1, 2024
Permitted Indebtedness General Basket | $75,000,000
Permitted Liens Basket | $50,000,000
Asset Sale Reinvestment Period | 365 days
Registration Statement Filing Deadline | January 4, 2025 | 180 days post-closing
Exchange Offer Effectiveness Deadline | July 8, 2025 | 365 days post-closing
Additional Interest (Reg Rights non-compliance) | 0.25% first 90 days; 0.50% thereafter; max 1.00%
LTM Revenue (3/31/24) | $1,820,000,000
LTM Adjusted EBITDA (3/31/24) | $412,000,000
Pro Forma Net Leverage | ~1.21x | $500M ÷ $412M
Pro Forma Interest Coverage | ~9.99x | $412M ÷ $41.25M
Ratings | B1 (stable) / B+ (stable) | Crestline Ratings Group / Broadmark Rating Services Inc.; received May 28, 2024
Governing Law | State of New York | All principal transaction documents
First Interest Accrual Date | July 1, 2024
First Interest Payment Date | January 1, 2025
Existing Facility Interest Rates | SOFR + 375 bps (TL-A); SOFR + 425 bps (TL-B) | Amended and Restated Credit Agreement dated March 15, 2021
Existing Facility Maturity | March 15, 2026 | Refinanced early via Notes offering
[sheet: Timeline]
Date | Event | Status | Notes
March 15, 2021 | Existing Credit Facility executed | Completed | Amended and Restated Credit Agreement; Greystone National Bank, N.A. as Administrative Agent
April 1, 2024 | Outstanding principal calculation date for Existing Credit Facility | Completed | $467,342,819.16 outstanding
April 15, 2024 | Engagement opened; Calderwood & Harkness LLP retained | Completed | Engagement letter to David K. Moretti, VHG General Counsel
April 22, 2024 | Preliminary Transaction Overview Memorandum circulated | Completed | C&H to VHG management
April 29, 2024 | Guarantor Structure and Entity Diligence Memorandum | Completed | Prepared by Audrey Zhou
May 1, 2024 | Tax Structure Memorandum circulated | Completed | Sylvia Hartwell; OID, AHYDO, §163(j) analysis
May 3, 2024 | Initial drafts of Purchase Agreement and Indenture circulated | Completed
May 6, 2024 | Covenant Analysis Memorandum circulated | Completed | Claire Dempsey and Audrey Zhou
May 14–15, 2024 | Rating agency presentations | Completed | Crestline Ratings Group and Broadmark Rating Services Inc.
May 28, 2024 | Ratings received | Completed | B1 (stable) from Crestline; B+ (stable) from Broadmark
June 3, 2024 | Preliminary Offering Memorandum distributed | Completed | Pricing terms left blank
June 10, 2024 | Comfort Letter Request sent to Palladian & Howe LLP | Completed | Claire Dempsey to Kenneth W. Sturgis
June 10–14, 2024 | Roadshow | Completed
June 14, 2024 | Board Resolutions adopted (VHG and all Guarantors) | Completed | Chaired by Eleanor M. Vasquez
June 17, 2024 | Pricing | Completed | Issue price 98.500%; coupon 8.250%
June 18, 2024 | Signing — Purchase Agreement executed; Final Offering Memorandum dated; Escrow Agreement executed | Completed
June 20, 2024 | Good Standing Certificates obtained | Completed | VHG and all five Guarantors; Delaware SOS and Florida DOS
June 21, 2024 | Payoff Letter received | Completed | From Greystone National Bank, N.A.
June 24, 2024 | Lien Release Request Letter sent; Funds Flow Memorandum finalized | Completed
June 25, 2024 | Closing — Notes issued; Existing Credit Facility repaid; all closing deliverables exchanged | Completed | T+5 settlement
July 1, 2024 | First interest accrual date | Completed
July 2, 2024 | Closing Index and Signature Pages compiled | Completed | Final version of closing checklist
July 3, 2024 | DTC FAST Eligibility Confirmation received | Completed | From Fidelitas Trust Company, N.A.
July 5, 2024 | Post-Closing Letter to Client sent | Completed | Theodore Langston to David K. Moretti
July 8, 2024 | Post-closing completed; matter closed | Completed | All UCC-3 terminations, mortgage releases filed; closing binder delivered
January 1, 2025 | First semi-annual interest payment date | Upcoming | $20,625,000
January 4, 2025 | Registration Statement filing deadline | Upcoming | 180 days post-closing
July 1, 2025 | Second semi-annual interest payment date | Upcoming | $20,625,000
July 8, 2025 | Exchange Offer effectiveness deadline | Upcoming | 365 days post-closing
July 1, 2027 | First optional redemption date | Upcoming | At 104.125%
July 1, 2028 | Second step-down redemption date | Upcoming | At 102.063%
July 1, 2029 | Par call date | Upcoming | At 100.000%
July 1, 2031 | Maturity date | Upcoming