CLOSING INDEX AND SIGNATURE PAGES
$500,000,000 8.250% Senior Notes due 2031
Verimark Hospitality Group Inc.
Prepared by:
Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New York, New York 10006
Date of Closing Index: July 2, 2024
Transaction Closing Date: June 25, 2024
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SECTION 1: INTRODUCTION AND OVERVIEW
This Closing Index constitutes the master closing set index for the private placement of $500,000,000 in aggregate principal amount of 8.250% Senior Notes due 2031 (the "Notes") by Verimark Hospitality Group Inc., a Delaware corporation ("VHG" or the "Issuer"). The offering of the Notes was conducted pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers, and pursuant to Regulation S under the Securities Act to certain non-U.S. persons outside the United States, in each case in reliance on exemptions from the registration requirements of the Securities Act. The Notes were priced on June 17, 2024, the Purchase Agreement was executed on June 18, 2024, and the offering closed on June 25, 2024.
The key parties to the transactions documented herein are as follows:
Issuer:
Verimark Hospitality Group Inc., a Delaware corporation
Guarantors:
Verimark Resort Holdings LLC, a Delaware limited liability company
VHG Properties Inc., a Delaware corporation
Bayshore Hotel Management LLC, a Florida limited liability company
Verimark Capital Holdings LLC, a Delaware limited liability company
Pinnacle Lodging Enterprises Inc., a Delaware corporation
Initial Purchasers:
Kensington Barrow & Co. (as Representative of the several Initial Purchasers)
Ridgeline Capital Markets LLC
Stonebridge Marvelo Securities Inc.
Trustee, Registrar, Paying Agent, and Transfer Agent:
Fidelitas Trust Company, N.A.
Escrow Agent:
Fidelitas Trust Company, N.A. (acting in a separate capacity as Escrow Agent)
Issuer's Counsel:
Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, NY 10006
Initial Purchasers' Counsel:
Whitfield, Crane & Aldrich LLP, 51 West 52nd Street, New York, NY 10019
This index lists all executed transaction documents in tabbed order, with counterpart signature pages collected in Appendix A hereto. All documents are originals, conformed copies, or certified copies as indicated. Unless otherwise noted in the description of a particular document, each document listed herein is governed by the laws of the State of New York.
The CUSIP numbers assigned to the Notes are as follows: 923847 AA 5 (Rule 144A Global Note) and U92384 AA 8 (Regulation S Global Note). The corresponding ISIN numbers are: US923847AA52 (Rule 144A Global Note) and USU92384AA83 (Regulation S Global Note).
The documents described herein are organized into twelve volumes, as set forth in Section 2 below, followed by Appendix A (Counterpart Signature Pages) and Appendix B (Key Transaction Terms Summary).
SECTION 2: MASTER CLOSING INDEX — TABBED DOCUMENT LIST
VOLUME I — OFFERING DOCUMENTS AND PURCHASE AGREEMENT
Tab 1 — Final Offering Memorandum
Document: Final Offering Memorandum dated June 18, 2024, relating to the offering of $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031 of Verimark Hospitality Group Inc.
Description: The Final Offering Memorandum sets forth the terms and conditions of the offering of the Notes, including a description of the business and financial condition of VHG and the Guarantors, risk factors, use of proceeds, capitalization, selected financial data, management's discussion and analysis of financial condition and results of operations, a description of the Notes and the Indenture, a description of other material indebtedness, certain United States federal income tax considerations, the plan of distribution, and legal matters. The Notes were offered at an issue price of 98.500% of par, resulting in gross proceeds of $492,500,000. The initial purchasers' discount was equal to 1.750% of the aggregate principal amount of the Notes ($8,750,000), resulting in net proceeds to the Issuer of $483,750,000.
The following sections of the Final Offering Memorandum were prepared by Calderwood & Harkness LLP as Issuer's counsel: "Description of Notes," "Description of Other Indebtedness," "Certain U.S. Federal Income Tax Considerations," "Plan of Distribution," and "Legal Matters."
Note: The Preliminary Offering Memorandum dated June 3, 2024 is included as a reference copy in the working files maintained by Calderwood & Harkness LLP and is not separately tabbed in this closing set. The Preliminary Offering Memorandum was distributed to prospective purchasers during the marketing period and has been superseded in all respects by the Final Offering Memorandum.
Tab 2 — Offering Memorandum Supplement — Pricing Term Sheet
Document: One-page Pricing Term Sheet dated June 17, 2024, supplementing the Preliminary Offering Memorandum dated June 3, 2024.
Description: The Pricing Term Sheet sets forth the final pricing terms of the offering, as follows:
The Pricing Term Sheet also sets forth the optional redemption schedule applicable to the Notes:
The Pricing Term Sheet was distributed to prospective purchasers on June 17, 2024 and is incorporated by reference into the Final Offering Memorandum.
Tab 3 — Purchase Agreement (Execution Version)
Document: Purchase Agreement dated June 18, 2024 (the "Purchase Agreement"), among Verimark Hospitality Group Inc. (as Issuer), the Guarantors party thereto, and Kensington Barrow & Co. (as Representative of the several Initial Purchasers, including Ridgeline Capital Markets LLC and Stonebridge Marvelo Securities Inc.).
Description: The Purchase Agreement governs the sale by the Issuer and the purchase by the Initial Purchasers of the Notes in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act. The Purchase Agreement includes customary representations and warranties of the Issuer and the Guarantors, conditions to closing (including the delivery of opinions, certificates, comfort letters, and other documents), indemnification and contribution provisions, and covenants of the parties. The defined term "material adverse effect" is set forth in Section 1 of the Purchase Agreement. The Purchase Agreement is governed by the laws of the State of New York.
Counterpart Signature Pages: See Appendix A, Tab 3.
VOLUME II — INDENTURE AND RELATED DOCUMENTS
Tab 4 — Indenture (Execution Version)
Document: Indenture dated as of June 25, 2024 (the "Indenture"), among Verimark Hospitality Group Inc. (as Issuer), the Guarantors party thereto, and Fidelitas Trust Company, N.A. (as Trustee).
Description: The Indenture governs the 8.250% Senior Notes due 2031 in the aggregate principal amount of $500,000,000. The Indenture sets forth the terms and conditions of the Notes, the subsidiary guarantees, and the rights and obligations of the Issuer, the Guarantors, and the Trustee. Key provisions of the Indenture include, without limitation, the following:
Article 1 — Definitions and Incorporation by Reference. Includes definitions of all capitalized terms used throughout the Indenture, including the definition of "Material Adverse Effect."
Article 4 — Covenants. Contains incurrence-based covenants applicable to the Issuer and its Restricted Subsidiaries, including:
• Fixed Charge Coverage Ratio ("FCCR") Incurrence Test: The Issuer may not incur additional Indebtedness unless the pro forma FCCR is at least 2.00 to 1.00.
• Limitation on Restricted Payments: Restricted payments are permitted subject to a builder basket equal to $50,000,000 plus 50% of Consolidated Net Income accrued from the Issue Date.
• Permitted Indebtedness: A general basket for Permitted Indebtedness in an aggregate principal amount not to exceed $75,000,000 at any time outstanding.
• Permitted Liens: A general basket for Permitted Liens securing Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time outstanding.
• Asset Sale Proceeds Application: Net proceeds from Asset Sales must be applied to permitted uses within 365 days of receipt.
Article 6 — Events of Default. Sets forth Events of Default, including failure to pay principal or interest, breach of covenants, cross-default, and certain bankruptcy events.
Article 8 — Defeasance. Provides for legal defeasance and covenant defeasance of the Notes.
Article 10 — Subsidiary Guarantees. Sets forth the terms of the subsidiary guarantees provided by each Guarantor, including provisions for release of guarantees under specified circumstances.
Section 3.07 — Optional Redemption. Permits the Issuer to redeem the Notes, in whole or in part, at the redemption prices set forth in the optional redemption schedule (104.125% on or after July 1, 2027; 102.063% on or after July 1, 2028; 100.000% on or after July 1, 2029).
Section 3.08 — Equity Clawback. Permits the Issuer to redeem up to 40% of the original aggregate principal amount of the Notes ($200,000,000) at a redemption price of 108.250% of par, plus accrued and unpaid interest, with the net cash proceeds of one or more Equity Offerings prior to July 1, 2027, provided that at least 60% of the original aggregate principal amount of the Notes remains outstanding after such redemption.
Section 4.14 — Change of Control. Upon the occurrence of a Change of Control Triggering Event, each Holder will have the right to require the Issuer to repurchase all or any portion of such Holder's Notes at a purchase price equal to 101.000% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase.
The Indenture is governed by the laws of the State of New York.
Counterpart Signature Pages: See Appendix A, Tab 4.
Tab 5 — Form of Global Note (144A) — Exhibit A-1 to Indenture
Document: Form of Rule 144A Global Note, attached as Exhibit A-1 to the Indenture.
Description: The Form of 144A Global Note represents the Notes sold in reliance on Rule 144A under the Securities Act. The 144A Global Note bears CUSIP No. 923847 AA 5 and ISIN No. US923847AA52. The 144A Global Note is registered in the name of Cede & Co. as nominee for The Depository Trust Company ("DTC") and is held in book-entry form through the facilities of DTC.
Tab 6 — Form of Global Note (Regulation S) — Exhibit A-2 to Indenture
Document: Form of Regulation S Global Note, attached as Exhibit A-2 to the Indenture.
Description: The Form of Regulation S Global Note represents the Notes sold in reliance on Regulation S under the Securities Act. The Regulation S Global Note bears CUSIP No. U92384 AA 8 and ISIN No. USU92384AA83. The Regulation S Global Note is registered in the name of Cede & Co. as nominee for DTC and is held in book-entry form through the facilities of DTC for the accounts of Stonefield Industries and Harborview Industries
Tab 7 — Supplemental Indenture (Guarantor Joinder Form)
Document: Form of Supplemental Indenture for future subsidiary guarantor joinders, attached as an exhibit to the Indenture.
Description: The form of supplemental indenture to be executed by any Restricted Subsidiary of the Issuer that is required to become a Guarantor under the Indenture after the Issue Date. This form provides for the joinder of such Restricted Subsidiary as a Guarantor and the provision of a subsidiary guarantee on the terms set forth in Article 10 of the Indenture. This form is included for reference purposes; no supplemental indentures have been executed as of the closing date.
VOLUME III — REGISTRATION RIGHTS AGREEMENT
Tab 8 — Registration Rights Agreement (Execution Version)
Document: Registration Rights Agreement dated as of June 25, 2024 (the "Registration Rights Agreement"), among Verimark Hospitality Group Inc. (as Issuer), the Guarantors party thereto, and the Initial Purchasers.
Description: The Registration Rights Agreement sets forth the obligations of the Issuer and the Guarantors with respect to the registration under the Securities Act of the Notes and the related subsidiary guarantees. Pursuant to the Registration Rights Agreement, the Issuer has agreed to file with the Securities and Exchange Commission a registration statement on Form S-4 (or, if applicable, a shelf registration statement on Form S-1 or Form S-3) relating to an offer to exchange the Notes for a new series of notes with substantially identical terms that have been registered under the Securities Act. The key deadlines and provisions are as follows:
• Filing Deadline: The registration statement must be filed within 180 days of the closing date (i.e., by January 4, 2025).
• Effectiveness Deadline: The registration statement must be declared effective within 365 days of the closing date (i.e., by July 8, 2025).
• Additional Interest: If the Issuer fails to comply with the filing or effectiveness deadlines, additional interest will accrue on the Notes at a rate of 0.25% per annum for the first 90 days following the applicable deadline, increasing to 0.50% per annum thereafter, subject to a maximum aggregate rate of additional interest of 1.00% per annum.
The Registration Rights Agreement is governed by the laws of the State of New York.
Counterpart Signature Pages: See Appendix A, Tab 8.
VOLUME IV — ESCROW AGREEMENT
Tab 9 — Escrow Agreement (Execution Version)
Document: Escrow Agreement dated as of June 18, 2024 (the "Escrow Agreement"), among Verimark Hospitality Group Inc. (as Issuer), Kensington Barrow & Co. (as Representative of the several Initial Purchasers), and Fidelitas Trust Company, N.A. (as Escrow Agent).
Description: The Escrow Agreement establishes the terms and conditions for the deposit, holding, and release of the gross proceeds of the offering of the Notes pending the satisfaction of the conditions to closing under the Purchase Agreement. The gross proceeds of the offering in the amount of $492,500,000 were deposited into Escrow Account No. 7841-0293-551 maintained at Fidelitas Trust Company, N.A. upon the pricing of the Notes. The escrowed funds were released to the Issuer upon the satisfaction of all conditions to closing under the Purchase Agreement on June 25, 2024, the closing date. The Escrow Agreement sets forth the rights and obligations of the Issuer, the Representative, and the Escrow Agent with respect to the escrowed funds, including provisions relating to the investment of escrowed funds, the conditions to release, the return of escrowed funds in the event closing conditions are not satisfied, and the indemnification and compensation of the Escrow Agent.
Counterpart Signature Pages: See Appendix A, Tab 9.
VOLUME V — GUARANTOR DOCUMENTS
Tab 10 — Guarantor Joinder Agreements
Document: Five executed Guarantor Joinder Agreements, each dated as of June 25, 2024, pursuant to which each of the following subsidiaries of the Issuer joined as a Guarantor under the Indenture and the Registration Rights Agreement:
(a) Verimark Resort Holdings LLC, a Delaware limited liability company
(b) VHG Properties Inc., a Delaware corporation
(c) Bayshore Hotel Management LLC, a Florida limited liability company
(d) Verimark Capital Holdings LLC, a Delaware limited liability company
(e) Pinnacle Lodging Enterprises Inc., a Delaware corporation
Description: Each Guarantor Joinder Agreement provides for the joinder of the applicable subsidiary as a Guarantor under the Indenture and the Registration Rights Agreement. Pursuant to each Guarantor Joinder Agreement, each Guarantor has jointly and severally, irrevocably and unconditionally, guaranteed the prompt payment and performance of all obligations of the Issuer under the Notes and the Indenture, on the terms and subject to the conditions set forth in Article 10 of the Indenture. Each Guarantor has also agreed to be bound by the terms of the Registration Rights Agreement as a Guarantor thereunder.
Counterpart Signature Pages: See Appendix A, Tab 10.
Tab 11 — Board/Manager Resolutions of Each Guarantor Subsidiary
Document: Resolutions adopted on June 14, 2024 by the boards of directors or managing members, as applicable, of each Guarantor subsidiary authorizing the subsidiary guarantee, execution and delivery of the Guarantor Joinder Agreement, and all related documents and actions.
(a) Verimark Resort Holdings LLC — Unanimous Written Consent of the Managing Members dated June 14, 2024, authorizing the execution and delivery of the Guarantor Joinder Agreement, the subsidiary guarantee under the Indenture, and all ancillary documents.
(b) VHG Properties Inc. — Unanimous Written Consent of the Board of Directors dated June 14, 2024, authorizing the execution and delivery of the Guarantor Joinder Agreement, the subsidiary guarantee under the Indenture, and all ancillary documents.
(c) Bayshore Hotel Management LLC — Unanimous Written Consent of the Managing Members dated June 14, 2024, authorizing the execution and delivery of the Guarantor Joinder Agreement, the subsidiary guarantee under the Indenture, and all ancillary documents.
(d) Verimark Capital Holdings LLC — Unanimous Written Consent of the Managing Members dated June 14, 2024, authorizing the execution and delivery of the Guarantor Joinder Agreement, the subsidiary guarantee under the Indenture, and all ancillary documents.
(e) Pinnacle Lodging Enterprises Inc. — Unanimous Written Consent of the Board of Directors dated June 14, 2024, authorizing the execution and delivery of the Guarantor Joinder Agreement, the subsidiary guarantee under the Indenture, and all ancillary documents.
VOLUME VI — ISSUER CORPORATE DELIVERABLES
Tab 12 — Board Resolutions of Verimark Hospitality Group Inc.
Document: Resolutions adopted by the Board of Directors of Verimark Hospitality Group Inc. on June 14, 2024.
Description: The Board of Directors of VHG, at a meeting duly noticed, convened, and held on June 14, 2024, chaired by Eleanor M. Vasquez, Chairman of the Board, adopted resolutions authorizing the issuance of $500,000,000 in aggregate principal amount of 8.250% Senior Notes due 2031 and the execution and delivery by the Issuer of the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Escrow Agreement, and all related documents, instruments, certificates, and agreements in connection with the offering and sale of the Notes. The resolutions further authorized the officers of VHG to take all actions and execute and deliver all documents necessary or desirable to consummate the transactions contemplated by the foregoing agreements.
Tab 13 — Secretary's Certificate of the Issuer
Document: Secretary's Certificate of Verimark Hospitality Group Inc. dated June 25, 2024.
Description: The Secretary's Certificate was signed by David K. Moretti, as Secretary of Verimark Hospitality Group Inc. The Secretary's Certificate attaches and certifies as true, correct, and complete copies of the following:
(a) The Amended and Restated Certificate of Incorporation of VHG, as in effect on the closing date;
(b) The Amended and Restated Bylaws of VHG, as in effect on the closing date;
(c) The resolutions of the Board of Directors of VHG adopted on June 14, 2024 authorizing the offering and the execution and delivery of the transaction documents (Tab 12); and
(d) An incumbency certificate confirming the names, titles, and specimen signatures of the officers of VHG authorized to execute and deliver the transaction documents on behalf of the Issuer:
• Marcus J. Delano, Chief Executive Officer
• Patricia R. Henning, Chief Financial Officer
• David K. Moretti, General Counsel and Secretary
Counterpart Signature Pages: See Appendix A, Tab 13.
Tab 14 — Officer's Certificate of the Issuer
Document: Officer's Certificate of Verimark Hospitality Group Inc. dated June 25, 2024.
Description: The Officer's Certificate was signed by Patricia R. Henning, Chief Financial Officer, and David K. Moretti, General Counsel, of Verimark Hospitality Group Inc. The Officer's Certificate certifies that:
(a) The representations and warranties of the Issuer and the Guarantors set forth in the Purchase Agreement are true and correct in all material respects as of the closing date, June 25, 2024, with the same force and effect as though such representations and warranties had been made on and as of the closing date;
(b) No material adverse effect (as defined in the Purchase Agreement) has occurred since the date of the Final Offering Memorandum (June 18, 2024); and
(c) All conditions to closing set forth in Article VII of the Purchase Agreement have been satisfied or, to the extent permitted, waived as of the closing date.
Counterpart Signature Pages: See Appendix A, Tab 14.
Tab 15 — Good Standing Certificates
Document: Good Standing Certificates dated on or about June 20, 2024 for the Issuer and each Guarantor, as follows:
(a) Verimark Hospitality Group Inc. — Certificate of Good Standing issued by the Secretary of State of the State of Delaware.
(b) Verimark Hospitality Group Inc. — Certificate of Status issued by the Florida Department of State, Division of Corporations (foreign qualification).
(c) Verimark Resort Holdings LLC — Certificate of Good Standing issued by the Secretary of State of the State of Delaware.
(d) VHG Properties Inc. — Certificate of Good Standing issued by the Secretary of State of the State of Delaware.
(e) Bayshore Hotel Management LLC — Certificate of Status issued by the Florida Department of State, Division of Corporations.
(f) Verimark Capital Holdings LLC — Certificate of Good Standing issued by the Secretary of State of the State of Delaware.
(g) Pinnacle Lodging Enterprises Inc. — Certificate of Good Standing issued by the Secretary of State of the State of Delaware.
VOLUME VII — OPINIONS AND NEGATIVE ASSURANCE
Tab 16 — Legal Opinion of Calderwood & Harkness LLP (Issuer's Counsel)
Document: Legal opinion letter dated June 25, 2024 from Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, New York 10006.
Description: The legal opinion of Calderwood & Harkness LLP is addressed to the Initial Purchasers and to Fidelitas Trust Company, N.A. (as Trustee). The opinion covers the following matters, among others:
(a) Due organization, valid existence, and good standing of VHG and each Guarantor under the laws of their respective jurisdictions of organization;
(b) Due authorization by VHG and each Guarantor of the execution, delivery, and performance of the Indenture, the Notes, the Purchase Agreement, the Registration Rights Agreement, and the subsidiary guarantees;
(c) Valid execution and delivery of the Indenture, the Notes, the Purchase Agreement, the Registration Rights Agreement, and the subsidiary guarantees by VHG and each Guarantor;
(d) Enforceability of the Indenture, the Notes, the Purchase Agreement, the Registration Rights Agreement, and the subsidiary guarantees against VHG and each Guarantor in accordance with their respective terms, in each case subject to customary exceptions for applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity);
(e) No conflicts with or violations of the charter documents, bylaws, operating agreements, or other organizational documents of VHG or any Guarantor, or any applicable law, regulation, or court order, arising from the execution, delivery, and performance of the transaction documents;
(f) No registration is required under the Securities Act in connection with the offer and sale of the Notes in the manner described in the Purchase Agreement and the Final Offering Memorandum, assuming the accuracy of the representations and warranties of the Initial Purchasers therein and compliance with the restrictions on transfer described therein; and
(g) VHG is not, and upon consummation of the transactions contemplated by the Purchase Agreement will not be, required to register as an investment company under the Investment Company Act of 1940, as amended.
The legal opinion is governed by the laws of the State of New York.
Tab 17 — Tax Opinion of Calderwood & Harkness LLP
Document: Tax opinion letter dated June 25, 2024 from Calderwood & Harkness LLP (Sylvia Hartwell, Specialist Partner, Tax).
Description: The tax opinion is addressed to Verimark Hospitality Group Inc. The opinion addresses the United States federal income tax treatment of the Notes, including:
(a) The Notes were issued with original issue discount ("OID") in the amount of $7,500,000 (representing the difference between the stated principal amount of $500,000,000 and the issue price of $492,500,000), and holders of the Notes will be required to include OID in gross income over the term of the Notes, in advance of the receipt of cash attributable to such income, in accordance with a constant yield method;
(b) Stated interest on the Notes at a rate of 8.250% per annum will constitute "qualified stated interest" that is deductible by the Issuer and includible in the income of the holders in accordance with each holder's regular method of accounting for United States federal income tax purposes; and
(c) The Notes do not constitute "applicable high yield discount obligations" within the meaning of Section 163(e)(5) of the Internal Revenue Code of 1986, as amended, and accordingly the Issuer's deduction for interest on the Notes is not limited or deferred under that provision.
Tab 18 — 10b-5 Negative Assurance Letter
Document: Letter dated June 25, 2024 from Calderwood & Harkness LLP to Kensington Barrow & Co. (as Representative of the several Initial Purchasers).
Description: The 10b-5 negative assurance letter provides negative assurance with respect to the Final Offering Memorandum dated June 18, 2024. Specifically, on the basis of Calderwood & Harkness LLP's participation in the preparation of the Final Offering Memorandum and discussions with officers and other representatives of the Issuer, the Guarantors, and other parties, and without having undertaken to independently verify the accuracy, completeness, or fairness of the statements therein, nothing has come to the attention of Calderwood & Harkness LLP that causes it to believe that the Final Offering Memorandum, as of its date or as of the closing date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The negative assurance letter is subject to customary qualifications, limitations, and exclusions, including exclusions for financial statements, financial schedules, statistical data, and other financial, accounting, and statistical information included or incorporated by reference in the Final Offering Memorandum.
Tab 19 — Opinion of Initial Purchasers' Counsel (Whitfield, Crane & Aldrich LLP)
Document: Legal opinion letter dated June 25, 2024 from Whitfield, Crane & Aldrich LLP, 51 West 52nd Street, New York, New York 10019.
Description: The legal opinion of Whitfield, Crane & Aldrich LLP is addressed to the Initial Purchasers. The opinion was prepared by Whitfield, Crane & Aldrich LLP as counsel to the Initial Purchasers and is included in this closing set for completeness. The opinion covers matters customarily addressed in opinions of initial purchasers' counsel in connection with offerings of high yield debt securities conducted pursuant to Rule 144A and Regulation S under the Securities Act.
VOLUME VIII — INITIAL PURCHASER DELIVERABLES
Tab 20 — Closing Certificate of the Initial Purchasers
Document: Closing Certificate of the Initial Purchasers dated June 25, 2024.
Description: The Closing Certificate was executed by Kensington Barrow & Co. (as Representative of the several Initial Purchasers), signed by Jonathan M. Firth, Managing Director, Leveraged Finance. The Closing Certificate certifies, among other things, that the conditions to the obligations of the Initial Purchasers to purchase the Notes under the Purchase Agreement have been satisfied as of the closing date.
Counterpart Signature Pages: See Appendix A, Tab 20.
VOLUME IX — TRUSTEE DELIVERABLES
Tab 21 — Trustee's Certificate of Authentication
Document: Certificate of Authentication from Fidelitas Trust Company, N.A. dated June 25, 2024.
Description: The Certificate of Authentication confirms that Fidelitas Trust Company, N.A., as Trustee under the Indenture, has duly authenticated the Rule 144A Global Note and the Regulation S Global Note, each in the form attached as Exhibit A-1 and Exhibit A-2 to the Indenture, respectively, on June 25, 2024. The Certificate of Authentication was signed by Rebecca A. Marsden, Vice President, Corporate Trust Administration. The notes were authenticated in connection with Trustee Account No. 7841-0293-551 at Fidelitas Trust Company, N.A.
Tab 22 — DTC Letter of Representations
Document: Letter of Representations dated June 25, 2024 from Verimark Hospitality Group Inc. and Fidelitas Trust Company, N.A. (as Trustee, Registrar, and Transfer Agent) to The Depository Trust Company.
Description: The DTC Letter of Representations sets forth the representations, warranties, and agreements of the Issuer and the Trustee to DTC in connection with the issuance of the Notes in book-entry form through the facilities of DTC. The Letter of Representations relates to the 8.250% Senior Notes due 2031, CUSIP Nos. 923847 AA 5 and U92384 AA 8. The Letter of Representations includes customary provisions regarding the appointment of DTC as the securities depository for the Notes, the maintenance of book-entry positions, the processing of transfers, and the dissemination of notices and other communications.
Counterpart Signature Pages: See Appendix A, Tab 22.
VOLUME X — PAYOFF AND EXISTING FACILITY TERMINATION
Tab 23 — Payoff Letter
Document: Payoff Letter dated June 21, 2024 from Greystone National Bank, N.A. (as Administrative Agent under the Existing Credit Facility) to Verimark Hospitality Group Inc.
Description: The Payoff Letter sets forth the aggregate payoff amount required to discharge in full all outstanding obligations of VHG and the Guarantors under the Amended and Restated Credit Agreement dated as of March 15, 2021 (Loan No. GNB-SYN-2021-04417) among VHG (as Borrower), the guarantors and lenders party thereto, and Greystone National Bank, N.A. (as Administrative Agent) (the "Existing Credit Facility"). The aggregate payoff amount, assuming payment is received on June 25, 2024, is as follows:
The Payoff Letter includes wire instructions for payment to Greystone National Bank, N.A., 1 Financial Center, Boston, Massachusetts 02111. The Payoff Letter was signed by Thomas P. Quirk, Senior Vice President, Greystone National Bank, N.A. The Payoff Letter confirms that, upon receipt by Greystone National Bank, N.A. of the aggregate payoff amount, all obligations under the Existing Credit Facility will be deemed paid and satisfied in full and the Existing Credit Facility will be terminated.
Tab 24 — Lien Release and Termination Request Letter
Document: Letter dated June 24, 2024 from Verimark Hospitality Group Inc. (David K. Moretti, General Counsel and Secretary) to Greystone National Bank, N.A. (Thomas P. Quirk, Senior Vice President).
Description: The Lien Release and Termination Request Letter requests that Greystone National Bank, N.A., as Administrative Agent under the Existing Credit Facility, take all actions necessary to:
(a) File UCC-3 termination statements with respect to all UCC-1 financing statements filed in connection with the Existing Credit Facility in each jurisdiction in which such financing statements were filed;
(b) Execute and deliver releases of all mortgages, deeds of trust, and other real property liens securing the obligations under the Existing Credit Facility; and
(c) Release all other collateral and security interests granted in connection with the Amended and Restated Credit Agreement dated as of March 15, 2021 and all related security documents.
Tab 25 — Notice of Termination of Existing Credit Agreement
Document: Formal Notice of Termination dated June 25, 2024 from Verimark Hospitality Group Inc. to Greystone National Bank, N.A. (as Administrative Agent under the Existing Credit Facility).
Description: The Notice of Termination provides formal notice that, effective upon payment in full of the aggregate payoff amount as set forth in the Payoff Letter dated June 21, 2024, the Amended and Restated Credit Agreement dated as of March 15, 2021 (Loan No. GNB-SYN-2021-04417) among VHG (as Borrower), the guarantors and lenders party thereto, and Greystone National Bank, N.A. (as Administrative Agent) is terminated in accordance with its terms. The notice confirms receipt by Greystone National Bank, N.A. of the aggregate payoff amount and the repayment in full of all obligations thereunder.
VOLUME XI — FUNDS FLOW AND ANCILLARY
Tab 26 — Funds Flow Memorandum
Document: Funds Flow Memorandum dated June 24, 2024, prepared by Calderwood & Harkness LLP.
Description: The Funds Flow Memorandum details the sequencing, amounts, recipients, and wire transfer instructions for all closing-day wire transfers on June 25, 2024, as follows:
Transaction expenses (Step 7) are allocated among the following payees:
• Calderwood & Harkness LLP (Issuer's counsel)
• Whitfield, Crane & Aldrich LLP (Initial Purchasers' counsel)
• Fidelitas Trust Company, N.A. (Trustee, Registrar, Paying Agent, Transfer Agent, and Escrow Agent fees)
• Crestline Ratings Group (rating agency fees)