1021-00002 · Verimark Hospitality Group · Closing

funds-flow-memo.xlsx DOCUMENT Capital Markets

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[sheet: Cover]

Field	Value
Document Title	Funds Flow Memorandum
Prepared By	Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, NY 10006
Date of Memorandum	June 24, 2024
Closing Date	June 25, 2024
Matter	Verimark Hospitality Group Inc. — $500,000,000 8.250% Senior Notes due 2031
Issuer	Verimark Hospitality Group Inc.
Issuer Address	2400 Brickell Bay Drive, Suite 3100, Miami, FL 33129
Issuer EIN	84-3291057
Nasdaq Ticker	VMRK
Offering Type	144A / Regulation S Private Placement of Senior Unsecured Notes
Aggregate Principal Amount	$500,000,000
CUSIP (144A)	923847 AA 5
CUSIP (Reg S)	U92384 AA 8
ISIN (144A)	US923847AA52
ISIN (Reg S)	USU92384AA83
Issue Price	98.500% of par
Gross Proceeds	$492,500,000
Initial Purchasers' discount	$8,750,000 (1.750% of par)
Net Proceeds to Issuer	$483,750,000
Indenture Trustee / Escrow Agent	Fidelitas Trust Company, N.A.
Escrow Account No.	7841-0293-551
Existing Credit Facility Loan No.	GNB-SYN-2021-04417
Prepared By (Individual)	Claire Dempsey, Lead Associate, Capital Markets
Reviewed By	Theodore Langston, Responsible Partner, Capital Markets

Billing Partner	Vivienne St. Claire
Confidentiality Notice	PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT. This memorandum is prepared solely for the use of the parties in connection with the closing of the above-referenced transaction. Do not distribute without prior written consent of Calderwood & Harkness LLP.
Governing Law	State of New York

[sheet: Sources of Funds]

Step No.	Description	Payor	Payee / Receiving Account	Account No.	Bank / Institution	Amount ($)	Timing / Sequencing Notes
1	Payment of aggregate issue price by Initial Purchasers for $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031 at issue price of 98.500%	Kensington Barrow & Co. (as Representative of Initial Purchasers, including Ridgeline Capital Markets LLC and Stonebridge Marvelo Securities Inc.)	Escrow Account — Fidelitas Trust Company, N.A. (as Escrow Agent)	7841-0293-551	Fidelitas Trust Company, N.A., 100 Wall Street, Suite 1500, New York, NY 10005	492,500,000.00	Step 1 — Wire to be received by 10:00 AM ET on June 25, 2024. Per Escrow Agreement dated June 18, 2024.
2	Release of gross proceeds from Escrow Account upon satisfaction of all closing conditions under the Purchase Agreement dated June 18, 2024	Fidelitas Trust Company, N.A. (as Escrow Agent)	Verimark Hospitality Group Inc. — Closing Proceeds Account	[VHG Proceeds Account No. — to be provided]	[VHG's bank — to be provided]	492,500,000.00	Step 2 — Release upon joint written instruction of Issuer and Representative confirming satisfaction of conditions. Simultaneous with Step 3 disbursements.
TOTAL SOURCES	492,500,000.00

[sheet: Uses of Funds]

Step No.

Description

Payor

Payee

Payee Address

Payee Contact

Receiving Bank

Receiving Bank Address

ABA / Routing No.

Account Name

Account No.

Reference / Memo

Amount ($)

Timing / Sequencing Notes

Initial Purchasers' discount — retained by Kensington Barrow & Co. as Representative (1.750% of $500,000,000 aggregate principal amount)

Verimark Hospitality Group Inc.

Kensington Barrow & Co. (as Representative of the Initial Purchasers)

399 Park Avenue, 22nd Floor, New York, NY 10022

Jonathan M. Firth, Managing Director, Leveraged Finance

[KB's bank — to be provided]

[Address — to be provided]

[ABA — to be provided]

Kensington Barrow & Co. — Underwriting Fee Account

[Account No. — to be provided]

VHG 8.250% Senior Notes due 2031 — Initial Purchasers' discount

8,750,000.00

Step 3 — To be netted/retained from gross proceeds simultaneously with escrow release. Allocated among Initial Purchasers per Purchase Agreement.

Payoff of Existing Credit Facility — Principal repayment (Term Loan A: $280,142,819.16 + Term Loan B: $187,200,000.00) under Amended and Restated Credit Agreement dated March 15, 2021 (Loan No. GNB-SYN-2021-04417)

Verimark Hospitality Group Inc.

Greystone National Bank, N.A. (as Administrative Agent for the lenders under the Existing Credit Facility)

1 Financial Center, Boston, MA 02111

Thomas P. Quirk, Senior Vice President

[Greystone payoff bank — to be provided]

[Address — to be provided]

[ABA — to be provided]

Greystone National Bank, N.A. — Loan Payoff Account

[Account No. — to be provided]

Payoff — GNB-SYN-2021-04417 — Principal

467,342,819.16

Step 4 — Wire must be received by 2:00 PM ET on June 25, 2024. Per Payoff Letter dated June 21, 2024. Funds release conditioned on simultaneous lien release confirmation.

Payoff of Existing Credit Facility — Accrued and unpaid interest estimated through June 25, 2024 closing date

Verimark Hospitality Group Inc.

Greystone National Bank, N.A. (as Administrative Agent)

1 Financial Center, Boston, MA 02111

Thomas P. Quirk, Senior Vice President

[Greystone payoff bank — to be provided]

[Address — to be provided]

[ABA — to be provided]

Greystone National Bank, N.A. — Loan Payoff Account

[Account No. — to be provided]

Payoff — GNB-SYN-2021-04417 — Accrued Interest

4,207,180.84

Step 5 — Same wire as Step 4 or separate wire per Greystone instructions. Per Payoff Letter dated June 21, 2024.

Payoff of Existing Credit Facility — Prepayment premium (0.50% of $467,342,819.16 outstanding principal)

Verimark Hospitality Group Inc.

Greystone National Bank, N.A. (as Administrative Agent)

1 Financial Center, Boston, MA 02111

Thomas P. Quirk, Senior Vice President

[Greystone payoff bank — to be provided]

[Address — to be provided]

[ABA — to be provided]

Greystone National Bank, N.A. — Loan Payoff Account

[Account No. — to be provided]

Payoff — GNB-SYN-2021-04417 — Prepayment Premium

2,336,714.10

Step 6 — Per Payoff Letter dated June 21, 2024. May be combined with Steps 4-5 into single wire of $473,886,714.10 per Greystone instructions.

Subtotal — Total Greystone Payoff (Steps 4–6)

Greystone National Bank, N.A.

473,886,714.10

Transaction fees and expenses (legal fees to Calderwood & Harkness LLP and Whitfield, Crane & Aldrich LLP; trustee fees to Fidelitas Trust Company, N.A.; rating agency fees to Crestline Ratings Group and Broadmark Rating Services Inc.; printing and document services to Meridian Document Services Inc.; miscellaneous expenses)

Verimark Hospitality Group Inc.

Various — see Transaction Expenses Detail sheet

Various

VHG 8.250% Senior Notes — Transaction Expenses

6,863,285.90

Step 7 — Individual wires per Transaction Expenses Detail sheet. To be sent by 12:00 PM ET on June 25, 2024.

General corporate purposes — balance of net proceeds to VHG operating account

Verimark Hospitality Group Inc.

Verimark Hospitality Group Inc. — Operating Account

2400 Brickell Bay Drive, Suite 3100, Miami, FL 33129

Patricia R. Henning, Chief Financial Officer

[VHG operating bank — to be provided]

[Address — to be provided]

[ABA — to be provided]

Verimark Hospitality Group Inc. — General Operating Account

[Account No. — to be provided]

Net Proceeds — General Corporate Purposes

3,000,000.00

Step 8 — Final disbursement after all other uses funded.

TOTAL USES

492,500,000.00

Confirmed: Total Uses = Total Sources

[sheet: Sources and Uses Reconciliation]

Line Item

SOURCES

Gross Proceeds from Notes Issuance ($500,000,000 × 98.500%)	492,500,000.00	Issue price of 98.500%; OID of 1.500% ($7,500,000)
Total Sources	492,500,000.00

USES

Initial Purchasers' discount (1.750% of $500,000,000)	8,750,000.00	Retained by Kensington Barrow & Co. as Representative
Existing Credit Facility — Principal Payoff	467,342,819.16	Term Loan A: $280,142,819.16; Term Loan B: $187,200,000.00; Loan No. GNB-SYN-2021-04417
Existing Credit Facility — Accrued Interest (est. through 6/25/2024)	4,207,180.84	Per Payoff Letter dated June 21, 2024
Existing Credit Facility — Prepayment Premium (0.50%)	2,336,714.10	0.50% × $467,342,819.16
Transaction Fees and Expenses	6,863,285.90	Legal, trustee, rating agencies, printing, misc.
General Corporate Purposes	3,000,000.00	Balance to VHG operating account
Total Uses	492,500,000.00

NET PROCEEDS RECONCILIATION

Gross Proceeds	492,500,000.00
Less: Initial Purchasers' discount	(8,750,000.00)
Net Proceeds to Issuer	483,750,000.00
Less: Total Disbursements from Net Proceeds (Steps 4-8)	(483,750,000.00)
Surplus / (Shortfall)	0.00	Confirmed: Sources = Uses
AGGREGATE PRINCIPAL AMOUNT	500,000,000.00	Face value of 8.250% Senior Notes due 2031
Coupon Rate	8.250%	Semi-annual interest of $20,625,000 payable Jan 1 and Jul 1
Maturity Date	July 1, 2031
First Interest Accrual Date	July 1, 2024
First Interest Payment Date	January 1, 2025

[sheet: Transaction Expenses Detail]

Item No.	Payee	Description	Payee Address	Payee Contact	Receiving Bank	ABA / Routing No.	Account Name	Account No.	Reference / Memo	Amount ($)
1	Calderwood & Harkness LLP	Legal fees and disbursements — Issuer's counsel	One Liberty Plaza, 45th Floor, New York, NY 10006	Vivienne St. Claire, Billing Partner	[C&H's bank — to be provided]	[ABA — to be provided]	Calderwood & Harkness LLP — Client Trust Account	[Account No. — to be provided]	VHG 8.250% Senior Notes — Legal Fees	2,350,000.00
2	Whitfield, Crane & Aldrich LLP	Legal fees and disbursements — Initial Purchasers' counsel	51 West 52nd Street, New York, NY 10019	Nathaniel R. Bosch, Partner	[WCA's bank — to be provided]	[ABA — to be provided]	Whitfield, Crane & Aldrich LLP — Trust Account	[Account No. — to be provided]	VHG 8.250% Senior Notes — IP Counsel Fees	1,575,000.00
3	Fidelitas Trust Company, N.A.	Trustee acceptance fee, first-year annual fee, and escrow agent fee	100 Wall Street, Suite 1500, New York, NY 10005	Rebecca A. Marsden, VP, Corporate Trust Administration	[Fidelitas bank — to be provided]	[ABA — to be provided]	Fidelitas Trust Company, N.A. — Fee Account	[Account No. — to be provided]	VHG 8.250% Senior Notes — Trustee/Escrow Fees	175,000.00
4	Crestline Ratings Group	Rating agency fee — initial rating (B1, stable outlook)	[Address — to be provided]	[Contact — to be provided]	[Bank — to be provided]	[ABA — to be provided]	[Account Name — to be provided]	[Account No. — to be provided]	VHG 8.250% Senior Notes — Rating Fee	550,000.00
5	Broadmark Rating Services Inc.	Rating agency fee — initial rating (B+, stable outlook)	[Address — to be provided]	[Contact — to be provided]	[Bank — to be provided]	[ABA — to be provided]	[Account Name — to be provided]	[Account No. — to be provided]	VHG 8.250% Senior Notes — Rating Fee	525,000.00
6	Meridian Document Services Inc.	Printing, typesetting, and document production — Offering Memorandum and closing binders	44 Wall Street, 12th Floor, New York, NY 10005	[Contact — to be provided]	[Bank — to be provided]	[ABA — to be provided]	[Account Name — to be provided]	[Account No. — to be provided]	VHG 8.250% Senior Notes — Printing	285,000.00
7	Various	Miscellaneous expenses (filing fees, DTC fees, blue sky compliance, travel, roadshow logistics, courier, etc.)	Various	Various	Various	Various	Various	Various	VHG — Miscellaneous Closing Expenses	1,403,285.90
TOTAL TRANSACTION EXPENSES	6,863,285.90

[sheet: Wire Transfer Sequencing]

Sequence	Expected Time (ET)	Step Ref.	Description	From	To	Amount ($)	Prerequisite / Condition	Confirmation To
1	By 10:00 AM	Step 1	Initial Purchasers fund gross proceeds to Escrow Account	Kensington Barrow & Co. (as Representative)	Fidelitas Trust Company, N.A. — Escrow Account 7841-0293-551	492,500,000.00	None — first wire of the day	Claire Dempsey (C&H); David K. Moretti (VHG); Jonathan M. Firth (KB); Rebecca A. Marsden (Fidelitas)
2	Upon receipt of Step 1 + closing conditions confirmed	Step 2 / Step 3	Release from Escrow; Initial Purchasers' discount retained/paid; net proceeds disbursed to VHG	Fidelitas Trust Company, N.A. — Escrow Account	VHG Closing Proceeds Account / Kensington Barrow & Co.	492,500,000.00	Joint written release instruction from Issuer and Representative; all closing conditions under Purchase Agreement Art. VII satisfied; Officer's Certificate delivered	Claire Dempsey (C&H); Patricia R. Henning (VHG CFO)
3	By 2:00 PM	Steps 4–6	Payoff of Existing Credit Facility — aggregate payoff amount (principal + accrued interest + prepayment premium)	Verimark Hospitality Group Inc.	Greystone National Bank, N.A. (as Administrative Agent)	473,886,714.10	Release of escrow proceeds confirmed; per Payoff Letter dated June 21, 2024	Thomas P. Quirk (Greystone); Claire Dempsey (C&H); David K. Moretti (VHG)
4	By 2:00 PM	Step 7	Transaction fees and expenses — multiple wires per Transaction Expenses Detail	Verimark Hospitality Group Inc.	Various (see Transaction Expenses Detail sheet)	6,863,285.90	Release of escrow proceeds confirmed	Claire Dempsey (C&H); Patricia R. Henning (VHG CFO)
5	By 3:00 PM	Step 8	General corporate purposes — balance to VHG operating account	Verimark Hospitality Group Inc.	VHG General Operating Account	3,000,000.00	All prior wires confirmed sent	Patricia R. Henning (VHG CFO); Claire Dempsey (C&H)
TOTAL ALL DISBURSEMENTS (Steps 3–8)	492,500,000.00	Confirmed: Total Disbursements = Total Sources = $492,500,000.00

[sheet: Cover]
Field | Value
Document Title | Funds Flow Memorandum
Prepared By | Calderwood & Harkness LLP, One Liberty Plaza, 45th Floor, New York, NY 10006
Date of Memorandum | June 24, 2024
Closing Date | June 25, 2024
Matter | Verimark Hospitality Group Inc. — $500,000,000 8.250% Senior Notes due 2031
Issuer | Verimark Hospitality Group Inc.
Issuer Address | 2400 Brickell Bay Drive, Suite 3100, Miami, FL 33129
Issuer EIN | 84-3291057
Nasdaq Ticker | VMRK
Offering Type | 144A / Regulation S Private Placement of Senior Unsecured Notes
Aggregate Principal Amount | $500,000,000
CUSIP (144A) | 923847 AA 5
CUSIP (Reg S) | U92384 AA 8
ISIN (144A) | US923847AA52
ISIN (Reg S) | USU92384AA83
Issue Price | 98.500% of par
Gross Proceeds | $492,500,000
Initial Purchasers' discount | $8,750,000 (1.750% of par)
Net Proceeds to Issuer | $483,750,000
Indenture Trustee / Escrow Agent | Fidelitas Trust Company, N.A.
Escrow Account No. | 7841-0293-551
Existing Credit Facility Loan No. | GNB-SYN-2021-04417
Prepared By (Individual) | Claire Dempsey, Lead Associate, Capital Markets
Reviewed By | Theodore Langston, Responsible Partner, Capital Markets
Billing Partner | Vivienne St. Claire
Confidentiality Notice | PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT. This memorandum is prepared solely for the use of the parties in connection with the closing of the above-referenced transaction. Do not distribute without prior written consent of Calderwood & Harkness LLP.
Governing Law | State of New York
[sheet: Sources of Funds]
Step No. | Description | Payor | Payee / Receiving Account | Account No. | Bank / Institution | Amount ($) | Timing / Sequencing Notes
1 | Payment of aggregate issue price by Initial Purchasers for $500,000,000 aggregate principal amount of 8.250% Senior Notes due 2031 at issue price of 98.500% | Kensington Barrow & Co. (as Representative of Initial Purchasers, including Ridgeline Capital Markets LLC and Stonebridge Marvelo Securities Inc.) | Escrow Account — Fidelitas Trust Company, N.A. (as Escrow Agent) | 7841-0293-551 | Fidelitas Trust Company, N.A., 100 Wall Street, Suite 1500, New York, NY 10005 | 492,500,000.00 | Step 1 — Wire to be received by 10:00 AM ET on June 25, 2024. Per Escrow Agreement dated June 18, 2024.
2 | Release of gross proceeds from Escrow Account upon satisfaction of all closing conditions under the Purchase Agreement dated June 18, 2024 | Fidelitas Trust Company, N.A. (as Escrow Agent) | Verimark Hospitality Group Inc. — Closing Proceeds Account | [VHG Proceeds Account No. — to be provided] | [VHG's bank — to be provided] | 492,500,000.00 | Step 2 — Release upon joint written instruction of Issuer and Representative confirming satisfaction of conditions. Simultaneous with Step 3 disbursements.
TOTAL SOURCES | 492,500,000.00
[sheet: Uses of Funds]
Step No. | Description | Payor | Payee | Payee Address | Payee Contact | Receiving Bank | Receiving Bank Address | ABA / Routing No. | Account Name | Account No. | Reference / Memo | Amount ($) | Timing / Sequencing Notes
3 | Initial Purchasers' discount — retained by Kensington Barrow & Co. as Representative (1.750% of $500,000,000 aggregate principal amount) | Verimark Hospitality Group Inc. | Kensington Barrow & Co. (as Representative of the Initial Purchasers) | 399 Park Avenue, 22nd Floor, New York, NY 10022 | Jonathan M. Firth, Managing Director, Leveraged Finance | [KB's bank — to be provided] | [Address — to be provided] | [ABA — to be provided] | Kensington Barrow & Co. — Underwriting Fee Account | [Account No. — to be provided] | VHG 8.250% Senior Notes due 2031 — Initial Purchasers' discount | 8,750,000.00 | Step 3 — To be netted/retained from gross proceeds simultaneously with escrow release. Allocated among Initial Purchasers per Purchase Agreement.
4 | Payoff of Existing Credit Facility — Principal repayment (Term Loan A: $280,142,819.16 + Term Loan B: $187,200,000.00) under Amended and Restated Credit Agreement dated March 15, 2021 (Loan No. GNB-SYN-2021-04417) | Verimark Hospitality Group Inc. | Greystone National Bank, N.A. (as Administrative Agent for the lenders under the Existing Credit Facility) | 1 Financial Center, Boston, MA 02111 | Thomas P. Quirk, Senior Vice President | [Greystone payoff bank — to be provided] | [Address — to be provided] | [ABA — to be provided] | Greystone National Bank, N.A. — Loan Payoff Account | [Account No. — to be provided] | Payoff — GNB-SYN-2021-04417 — Principal | 467,342,819.16 | Step 4 — Wire must be received by 2:00 PM ET on June 25, 2024. Per Payoff Letter dated June 21, 2024. Funds release conditioned on simultaneous lien release confirmation.
5 | Payoff of Existing Credit Facility — Accrued and unpaid interest estimated through June 25, 2024 closing date | Verimark Hospitality Group Inc. | Greystone National Bank, N.A. (as Administrative Agent) | 1 Financial Center, Boston, MA 02111 | Thomas P. Quirk, Senior Vice President | [Greystone payoff bank — to be provided] | [Address — to be provided] | [ABA — to be provided] | Greystone National Bank, N.A. — Loan Payoff Account | [Account No. — to be provided] | Payoff — GNB-SYN-2021-04417 — Accrued Interest | 4,207,180.84 | Step 5 — Same wire as Step 4 or separate wire per Greystone instructions. Per Payoff Letter dated June 21, 2024.
6 | Payoff of Existing Credit Facility — Prepayment premium (0.50% of $467,342,819.16 outstanding principal) | Verimark Hospitality Group Inc. | Greystone National Bank, N.A. (as Administrative Agent) | 1 Financial Center, Boston, MA 02111 | Thomas P. Quirk, Senior Vice President | [Greystone payoff bank — to be provided] | [Address — to be provided] | [ABA — to be provided] | Greystone National Bank, N.A. — Loan Payoff Account | [Account No. — to be provided] | Payoff — GNB-SYN-2021-04417 — Prepayment Premium | 2,336,714.10 | Step 6 — Per Payoff Letter dated June 21, 2024. May be combined with Steps 4-5 into single wire of $473,886,714.10 per Greystone instructions.
Subtotal — Total Greystone Payoff (Steps 4–6) | Greystone National Bank, N.A. | 473,886,714.10
7 | Transaction fees and expenses (legal fees to Calderwood & Harkness LLP and Whitfield, Crane & Aldrich LLP; trustee fees to Fidelitas Trust Company, N.A.; rating agency fees to Crestline Ratings Group and Broadmark Rating Services Inc.; printing and document services to Meridian Document Services Inc.; miscellaneous expenses) | Verimark Hospitality Group Inc. | Various — see Transaction Expenses Detail sheet | Various | Various | Various | Various | Various | Various | Various | VHG 8.250% Senior Notes — Transaction Expenses | 6,863,285.90 | Step 7 — Individual wires per Transaction Expenses Detail sheet. To be sent by 12:00 PM ET on June 25, 2024.
8 | General corporate purposes — balance of net proceeds to VHG operating account | Verimark Hospitality Group Inc. | Verimark Hospitality Group Inc. — Operating Account | 2400 Brickell Bay Drive, Suite 3100, Miami, FL 33129 | Patricia R. Henning, Chief Financial Officer | [VHG operating bank — to be provided] | [Address — to be provided] | [ABA — to be provided] | Verimark Hospitality Group Inc. — General Operating Account | [Account No. — to be provided] | Net Proceeds — General Corporate Purposes | 3,000,000.00 | Step 8 — Final disbursement after all other uses funded.
TOTAL USES | 492,500,000.00 | Confirmed: Total Uses = Total Sources
[sheet: Sources and Uses Reconciliation]
Line Item | Amount ($) | Notes
SOURCES
Gross Proceeds from Notes Issuance ($500,000,000 × 98.500%) | 492,500,000.00 | Issue price of 98.500%; OID of 1.500% ($7,500,000)
Total Sources | 492,500,000.00
USES
Initial Purchasers' discount (1.750% of $500,000,000) | 8,750,000.00 | Retained by Kensington Barrow & Co. as Representative
Existing Credit Facility — Principal Payoff | 467,342,819.16 | Term Loan A: $280,142,819.16; Term Loan B: $187,200,000.00; Loan No. GNB-SYN-2021-04417
Existing Credit Facility — Accrued Interest (est. through 6/25/2024) | 4,207,180.84 | Per Payoff Letter dated June 21, 2024
Existing Credit Facility — Prepayment Premium (0.50%) | 2,336,714.10 | 0.50% × $467,342,819.16
Transaction Fees and Expenses | 6,863,285.90 | Legal, trustee, rating agencies, printing, misc.
General Corporate Purposes | 3,000,000.00 | Balance to VHG operating account
Total Uses | 492,500,000.00
NET PROCEEDS RECONCILIATION
Gross Proceeds | 492,500,000.00
Less: Initial Purchasers' discount | (8,750,000.00)
Net Proceeds to Issuer | 483,750,000.00
Less: Total Disbursements from Net Proceeds (Steps 4-8) | (483,750,000.00)
Surplus / (Shortfall) | 0.00 | Confirmed: Sources = Uses
AGGREGATE PRINCIPAL AMOUNT | 500,000,000.00 | Face value of 8.250% Senior Notes due 2031
Coupon Rate | 8.250% | Semi-annual interest of $20,625,000 payable Jan 1 and Jul 1
Maturity Date | July 1, 2031
First Interest Accrual Date | July 1, 2024
First Interest Payment Date | January 1, 2025
[sheet: Transaction Expenses Detail]
Item No. | Payee | Description | Payee Address | Payee Contact | Receiving Bank | ABA / Routing No. | Account Name | Account No. | Reference / Memo | Amount ($)
1 | Calderwood & Harkness LLP | Legal fees and disbursements — Issuer's counsel | One Liberty Plaza, 45th Floor, New York, NY 10006 | Vivienne St. Claire, Billing Partner | [C&H's bank — to be provided] | [ABA — to be provided] | Calderwood & Harkness LLP — Client Trust Account | [Account No. — to be provided] | VHG 8.250% Senior Notes — Legal Fees | 2,350,000.00
2 | Whitfield, Crane & Aldrich LLP | Legal fees and disbursements — Initial Purchasers' counsel | 51 West 52nd Street, New York, NY 10019 | Nathaniel R. Bosch, Partner | [WCA's bank — to be provided] | [ABA — to be provided] | Whitfield, Crane & Aldrich LLP — Trust Account | [Account No. — to be provided] | VHG 8.250% Senior Notes — IP Counsel Fees | 1,575,000.00
3 | Fidelitas Trust Company, N.A. | Trustee acceptance fee, first-year annual fee, and escrow agent fee | 100 Wall Street, Suite 1500, New York, NY 10005 | Rebecca A. Marsden, VP, Corporate Trust Administration | [Fidelitas bank — to be provided] | [ABA — to be provided] | Fidelitas Trust Company, N.A. — Fee Account | [Account No. — to be provided] | VHG 8.250% Senior Notes — Trustee/Escrow Fees | 175,000.00
4 | Crestline Ratings Group | Rating agency fee — initial rating (B1, stable outlook) | [Address — to be provided] | [Contact — to be provided] | [Bank — to be provided] | [ABA — to be provided] | [Account Name — to be provided] | [Account No. — to be provided] | VHG 8.250% Senior Notes — Rating Fee | 550,000.00
5 | Broadmark Rating Services Inc. | Rating agency fee — initial rating (B+, stable outlook) | [Address — to be provided] | [Contact — to be provided] | [Bank — to be provided] | [ABA — to be provided] | [Account Name — to be provided] | [Account No. — to be provided] | VHG 8.250% Senior Notes — Rating Fee | 525,000.00
6 | Meridian Document Services Inc. | Printing, typesetting, and document production — Offering Memorandum and closing binders | 44 Wall Street, 12th Floor, New York, NY 10005 | [Contact — to be provided] | [Bank — to be provided] | [ABA — to be provided] | [Account Name — to be provided] | [Account No. — to be provided] | VHG 8.250% Senior Notes — Printing | 285,000.00
7 | Various | Miscellaneous expenses (filing fees, DTC fees, blue sky compliance, travel, roadshow logistics, courier, etc.) | Various | Various | Various | Various | Various | Various | VHG — Miscellaneous Closing Expenses | 1,403,285.90
TOTAL TRANSACTION EXPENSES | 6,863,285.90
[sheet: Wire Transfer Sequencing]
Sequence | Expected Time (ET) | Step Ref. | Description | From | To | Amount ($) | Prerequisite / Condition | Confirmation To
1 | By 10:00 AM | Step 1 | Initial Purchasers fund gross proceeds to Escrow Account | Kensington Barrow & Co. (as Representative) | Fidelitas Trust Company, N.A. — Escrow Account 7841-0293-551 | 492,500,000.00 | None — first wire of the day | Claire Dempsey (C&H); David K. Moretti (VHG); Jonathan M. Firth (KB); Rebecca A. Marsden (Fidelitas)
2 | Upon receipt of Step 1 + closing conditions confirmed | Step 2 / Step 3 | Release from Escrow; Initial Purchasers' discount retained/paid; net proceeds disbursed to VHG | Fidelitas Trust Company, N.A. — Escrow Account | VHG Closing Proceeds Account / Kensington Barrow & Co. | 492,500,000.00 | Joint written release instruction from Issuer and Representative; all closing conditions under Purchase Agreement Art. VII satisfied; Officer's Certificate delivered | Claire Dempsey (C&H); Patricia R. Henning (VHG CFO)
3 | By 2:00 PM | Steps 4–6 | Payoff of Existing Credit Facility — aggregate payoff amount (principal + accrued interest + prepayment premium) | Verimark Hospitality Group Inc. | Greystone National Bank, N.A. (as Administrative Agent) | 473,886,714.10 | Release of escrow proceeds confirmed; per Payoff Letter dated June 21, 2024 | Thomas P. Quirk (Greystone); Claire Dempsey (C&H); David K. Moretti (VHG)
4 | By 2:00 PM | Step 7 | Transaction fees and expenses — multiple wires per Transaction Expenses Detail | Verimark Hospitality Group Inc. | Various (see Transaction Expenses Detail sheet) | 6,863,285.90 | Release of escrow proceeds confirmed | Claire Dempsey (C&H); Patricia R. Henning (VHG CFO)
5 | By 3:00 PM | Step 8 | General corporate purposes — balance to VHG operating account | Verimark Hospitality Group Inc. | VHG General Operating Account | 3,000,000.00 | All prior wires confirmed sent | Patricia R. Henning (VHG CFO); Claire Dempsey (C&H)
TOTAL ALL DISBURSEMENTS (Steps 3–8) | 492,500,000.00 | Confirmed: Total Disbursements = Total Sources = $492,500,000.00

[sheet: Cover]

SOURCES

NET PROCEEDS RECONCILIATION

Record

Parties

Dates

Amounts