CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED WORK PRODUCT

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED WORK PRODUCT
SEC FILING CHECKLIST — GOING-PRIVATE TRANSACTION
Acquisition of Pennfield Holdings, Inc. (Nasdaq: PNFD) by Harrowgate Private Equity Fund IV LP
Project Summit
Matter Number: 1003-00004
Date: April 7, 2025
Prepared by: Ryan Kowalski, Lead Associate, Mergers & Acquisitions, Calderwood & Harkness LLP
Reviewed by: Oliver Mackenzie, Responsible Partner, Mergers & Acquisitions, Calderwood & Harkness LLP
Distribution List: Oliver Mackenzie, Harrison Wexford, Megan Chu (Calderwood & Harkness LLP); Jonah Whitfield, Rebecca Talmadge (Harrowgate Capital Partners LLC)
This memorandum constitutes confidential attorney-client privileged work product. It is provided solely for the use of the individuals listed above in connection with their representation of and advisory role to Harrowgate Private Equity Fund IV LP and its affiliates in connection with the proposed acquisition of Pennfield Holdings, Inc. This document should not be disclosed to any other person or entity without the prior written consent of Calderwood & Harkness LLP.
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I. Executive Summary
This memorandum sets forth a comprehensive checklist of all filings required to be made with the U.S. Securities and Exchange Commission (the "SEC") in connection with the proposed take-private acquisition (the "Transaction") of Pennfield Holdings, Inc., a Delaware corporation ("Pennfield" or the "Company") whose shares of common stock are listed on the Nasdaq Global Select Market under the ticker symbol "PNFD" (CUSIP: 708234109), by Harrowgate Private Equity Fund IV LP, a Delaware limited partnership ("HPE Fund IV" or the "Buyer"), through a reverse triangular merger with Pinnacle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HPE Fund IV ("Merger Sub"), pursuant to an Agreement and Plan of Merger dated April 7, 2025 (the "Merger Agreement"). The merger will be effected under Section 251 of the Delaware General Corporation Law (the "DGCL").
Transaction Structure. The Transaction is structured as a reverse triangular merger in which Merger Sub will merge with and into Pennfield (the "Merger"), with Pennfield continuing as the surviving corporation and becoming a wholly owned subsidiary of HPE Fund IV. At the effective time of the Merger, each outstanding share of Pennfield common stock (other than shares held by Pennfield as treasury stock, shares owned by HPE Fund IV, Merger Sub, or any of their respective wholly owned subsidiaries, rollover shares contributed pursuant to the Rollover Agreement, and shares with respect to which appraisal rights have been validly perfected and not withdrawn) will be converted into the right to receive $15.95 per share in cash, without interest.
Aggregate Merger Consideration. The aggregate merger consideration to be paid in connection with the Transaction is approximately $980,000,000, based on $15.95 per share on a fully diluted basis of approximately 61,450,000 shares (which includes approximately 58,200,000 shares of common stock outstanding and approximately 3,250,000 shares issuable upon the exercise or vesting of outstanding stock options and restricted stock units).
Going-Private Transaction. The Merger constitutes a "going-private" transaction within the meaning of Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), because it will result in the common stock of Pennfield ceasing to be registered under the Exchange Act and no longer being listed on the Nasdaq Global Select Market. Accordingly, in addition to the proxy statement and current report filings that would otherwise be required, the Transaction requires the joint filing of a Schedule 13E-3 (the "Rule 13e-3 Transaction Statement") by Pennfield, HPE Fund IV, Merger Sub, and certain affiliates engaging in the going-private transaction, including the management rollover participants identified below. The Schedule 13E-3 imposes heightened disclosure obligations, including specific requirements relating to the fairness of the transaction to unaffiliated stockholders, the purposes of and alternatives to the transaction, and the effects of the transaction on unaffiliated stockholders.
Key Transaction Dates and Milestones.
Key SEC Filing Contacts. The following individuals are the principal contacts for purposes of coordinating the SEC filing process in connection with the Transaction:
Pennfield Holdings, Inc. (Subject Company / Issuer):
•  Patricia Okafor, General Counsel & Corporate Secretary
Target Counsel:
•  Janet Alcorn, Partner, Calloway, Briggs & Harmon LLP ("CBH")
•  Steven Devereux, Partner, Calloway, Briggs & Harmon LLP
•  Linda Chiang, Associate, Calloway, Briggs & Harmon LLP
Buyer Counsel:
•  Oliver Mackenzie, Partner, Calderwood & Harkness LLP ("C&H")
•  Ryan Kowalski, Lead Associate, Calderwood & Harkness LLP
•  Megan Chu, Associate, Calderwood & Harkness LLP
Special Committee Financial Advisor:
•  Andrew Prescott, Managing Director, Whitmore Zanthor & Co.
•  Nadia El-Amin, Vice President, Whitmore Zanthor & Co.
Transfer Agent:
•  Daniel Roth, Vice President, Corporate Actions, Marlowe Asset Management Stock Transfer, Inc.
Proxy Solicitor:
•  Margaret Quinlan, Managing Director, Oakhurst Proxy Advisors LLC
II. Master Filing Schedule — Overview Table
The following table summarizes all SEC filings required in connection with the Transaction, including the applicable form or schedule, the filing party or parties, estimated filing and effective/mailing dates, the current status of each filing, and the responsible party or counsel. This table is intended to serve as a high-level reference; detailed descriptions of each filing are set forth in Section III below.
The foregoing schedule is based on current estimates and assumptions regarding the SEC review timeline, satisfaction of closing conditions, and other factors. Actual filing dates may vary depending on, among other things, the duration and scope of the SEC comment process, the satisfaction or waiver of conditions to closing, and the availability of required consents and approvals.
III. Detailed Filing Analysis
A. Form 8-K — Merger Agreement Announcement
Filing Party: Pennfield Holdings, Inc.
Applicable Items: Item 1.01 (Entry into a Material Definitive Agreement); Item 8.01 (Other Events); Item 9.01 (Financial Statements and Exhibits).
Filing Deadline: Within four (4) business days of execution of the Agreement and Plan of Merger. The target is to file the Form 8-K on April 7, 2025, the date of execution and public announcement of the Merger Agreement, consistent with the parties' obligation to issue a joint press release at or promptly following execution.
Key Content Requirements. The Form 8-K will contain the following principal disclosures:
1.  Description of the Agreement and Plan of Merger. A summary description of the Agreement and Plan of Merger, dated as of April 7, 2025, among Harrowgate Private Equity Fund IV LP, Pinnacle Merger Sub, Inc., and Pennfield Holdings, Inc., including the structure of the Transaction as a reverse triangular merger in which Merger Sub will merge with and into Pennfield, with Pennfield surviving as a wholly owned subsidiary of HPE Fund IV.
2.  Summary of Material Terms. The Form 8-K will describe the following material terms:
•  Per-share merger consideration of $15.95 in cash, without interest, for each share of Pennfield common stock (other than excluded shares);
•  Aggregate merger consideration of approximately $980,000,000;
•  Reverse triangular merger structure under DGCL § 251;
•  Conditions to closing, including (a) approval of the Merger by the holders of a majority of the outstanding shares of Pennfield common stock entitled to vote thereon, (b) expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (c) absence of any law, order, or injunction prohibiting the consummation of the Merger, and (d) other customary conditions;
•  No-shop covenant restricting Pennfield from soliciting or encouraging competing proposals, subject to a customary fiduciary-out permitting the Pennfield Board to terminate the Merger Agreement to accept a superior proposal, subject to payment of a termination fee;
•  Company termination fee of $34,300,000 (approximately 3.5% of equity value);
•  Buyer reverse termination fee of $58,800,000 (approximately 6.0% of equity value), payable by HPE Fund IV in specified circumstances, including failure to close due to failure to obtain debt financing;
•  Treatment of Pennfield equity awards, including stock options and restricted stock units;
•  Representations, warranties, and covenants of each party.
3.  Voting and Support Agreements. A description of the Voting and Support Agreements, entered into concurrently with the execution of the Merger Agreement, by and among HPE Fund IV and each of Catherine Langford (Chief Executive Officer), Derek Simmons (Chief Financial Officer), and Maxwell Dunn (Chief Operating Officer), pursuant to which each such individual has agreed, among other things, to vote all shares of Pennfield common stock beneficially owned by him or her in favor of the Merger and against any competing proposal, subject to certain customary exceptions.
4.  Equity Commitment Letter and Limited Guarantee. A description of the Equity Commitment Letter, pursuant to which HPE Fund IV has committed to contribute equity to Merger Sub in an amount up to $340,000,000 (which includes a $60,000,000 co-investment commitment from Ashford Growth Partners LP and $21,500,000 in management rollover equity), and the Limited Guarantee from HPE Fund IV in favor of Pennfield guaranteeing the payment of the reverse termination fee and certain other obligations of Merger Sub under the Merger Agreement.
5.  Exhibits. The full text of the Merger Agreement will be filed as an exhibit to the Form 8-K. The press release announcing the Transaction will be filed as Exhibit 99.1.
Responsible Party for Preparation. Calloway, Briggs & Harmon LLP (Janet Alcorn, lead partner) in coordination with Patricia Okafor (Pennfield, General Counsel & Corporate Secretary). CBH will prepare the initial draft of the Form 8-K.
C&H Role. Calderwood & Harkness LLP will review and provide comments on the draft Form 8-K prior to filing, with particular attention to ensuring that all disclosures relating to the Buyer, Merger Sub, the Equity Commitment Letter, the Limited Guarantee, the financing arrangements, and the Voting and Support Agreements are accurate and complete. C&H will also review the press release (Exhibit 99.1) for consistency with the Merger Agreement and the parties' agreed-upon communications plan.
Current Status. A draft of the Form 8-K is currently in progress. The target is to circulate the draft to C&H for review by April 6, 2025, with final comments to be provided in sufficient time to permit filing on the date of execution of the Merger Agreement, April 7, 2025.
B. Schedule 13E-3 — Going-Private Transaction Statement
Legal Basis. Rule 13e-3 under the Exchange Act requires the filing of a Schedule 13E-3 in connection with any "going-private" transaction by an issuer of a class of equity securities registered under Section 12 of the Exchange Act, or by an affiliate of such issuer, where the transaction has a reasonable likelihood or a purpose of causing the equity securities to be held of record by fewer than 300 persons or causing the equity securities to be delisted from a national securities exchange or deregistered under the Exchange Act. The Merger constitutes a "going-private" transaction because, upon consummation, all shares of Pennfield common stock (other than rollover shares, dissenting shares, and shares held by HPE Fund IV, Merger Sub, or Pennfield as treasury shares) will be converted into the right to receive cash consideration, and Pennfield common stock will cease to be listed on the Nasdaq Global Select Market and registered under Section 12 of the Exchange Act.
Filing Parties (Joint Filers). Rule 13e-3 requires each "filing person" to be identified on the Schedule 13E-3. The following entities and individuals are expected to be filing persons on the initial Schedule 13E-3:
•  Pennfield Holdings, Inc. (EIN: 82-4917305) — the issuer of the subject securities;
•  Harrowgate Private Equity Fund IV LP (EIN: 87-2263148) — the acquiring entity;
•  Pinnacle Merger Sub, Inc. (EIN: 93-4081562) — the merger subsidiary, a wholly owned subsidiary of HPE Fund IV;
•  Harrowgate Capital Partners IV GP LLC — the general partner of HPE Fund IV;
•  Harrowgate Capital Partners LLC ("HCP") — the investment manager of HPE Fund IV;
•  Nathaniel Cross — Managing Partner & Co-Founder of HCP, as a control person of HCP and therefore an affiliate of the Buyer entities;
•  Catherine Langford — Chief Executive Officer of Pennfield, as a management rollover participant and affiliate engaging in the going-private transaction;
•  Derek Simmons — Chief Financial Officer of Pennfield, as a management rollover participant and affiliate engaging in the going-private transaction; and
•  Maxwell Dunn — Chief Operating Officer of Pennfield, as a management rollover participant and affiliate engaging in the going-private transaction.
The management rollover participants are considered filing persons because they will receive, in partial exchange for their Pennfield shares, equity interests in HPE Fund IV (or an entity controlled by HPE Fund IV) pursuant to the Rollover Agreement, and are therefore affiliates "engaging in" the going-private transaction within the meaning of Rule 13e-3(a)(1).
Filing Date. The initial Schedule 13E-3 is estimated to be filed on April 22, 2025, concurrently with the filing of the preliminary proxy statement on Schedule 14A. Rule 13e-3(d)(1) requires the Schedule 13E-3 to be filed with the SEC at least 20 calendar days prior to any purchase of securities or any solicitation of proxies in connection with the going-private transaction, whichever is earlier. The preliminary proxy statement will be incorporated by reference into the Schedule 13E-3.
Key Disclosure Items. The following summarizes the principal disclosure items required by Schedule 13E-3 and the key content to be included in each:
Item 1 — Summary Term Sheet. An overview of the material terms of the Transaction, presented in a question-and-answer or narrative format designed to provide a concise summary of the key information stockholders need to evaluate the Transaction. This item will cross-reference the more detailed disclosure in the proxy statement.
Item 2 — Subject Company Information. Information about Pennfield Holdings, Inc., including:
•  Full legal name: Pennfield Holdings, Inc.
•  State of incorporation: Delaware
•  Nasdaq ticker symbol: PNFD
•  CUSIP number: 708234109
•  Shares outstanding: 58,200,000 shares of common stock outstanding as of April 4, 2025 (61,450,000 shares on a fully diluted basis, including 3,250,000 shares underlying outstanding stock options and restricted stock units)
•  Principal executive offices: 4500 Commerce Boulevard, Suite 800, Charlotte, NC 28202
•  Telephone: to be confirmed
•  Market price information: most recent closing price, high/low trading prices for each quarterly period during the preceding two fiscal years
Item 3 — Identity and Background of Filing Persons. Detailed information about each filing person, including:
•  For each entity filing person: name, state of organization, principal business, address, and the nature and amount of its interest in the Transaction;
•  For Harrowgate entities: organizational chart showing the relationship among HPE Fund IV, Harrowgate Capital Partners IV GP LLC, and Harrowgate Capital Partners LLC (HCP);
•  For key individuals: Nathaniel Cross (Managing Partner & Co-Founder of HCP), Rebecca Talmadge (Head of Consumer & Retail at HCP), and Jonah Whitfield (Principal, deal lead at HCP) — biographical information, including five-year employment history, criminal history (if any), and civil proceedings (if any), as required by Instruction 2 to Item 3;
•  For management rollover participants (Langford, Simmons, Dunn): biographical information, current positions at Pennfield, share ownership, and the nature of their participation in the Transaction through the Rollover Agreement.
Item 4 — Terms of the Transaction. A detailed description of the material terms of the Transaction, including:
•  Per-share merger consideration of $15.95 in cash, without interest;
•  Treatment of outstanding equity awards: (a) each outstanding "in-the-money" stock option will be cancelled and converted into the right to receive a cash payment equal to the excess of $15.95 over the applicable exercise price, less applicable withholding taxes; (b) each outstanding restricted stock unit will be cancelled and converted into the right to receive $15.95 per underlying share, less applicable withholding taxes; approximately 3,250,000 shares underlie outstanding options and RSUs;
•  Management rollover: Catherine Langford ($12,500,000 aggregate rollover), Derek Simmons ($5,000,000), and Maxwell Dunn ($4,000,000), for an aggregate management rollover of $21,500,000, pursuant to the Rollover Agreement under which each rollover participant will contribute a specified number of shares of Pennfield common stock to HPE Fund IV (or a subsidiary thereof) in exchange for equity interests in the surviving entity or a holding company;
•  Conditions to closing;
•  Representations, warranties, and covenants of the parties.
Item 5 — Past Contacts, Transactions, Negotiations, and Agreements. A detailed chronology of the Transaction, including:
•  Harrowgate's initial expression of interest in a potential acquisition of Pennfield, communicated on January 15, 2025;
•  The formation of the Special Committee of the Pennfield Board on January 28, 2025, consisting of three independent directors: Gloria Vásquez (Chair), Martin Ashworth, and Diane Kauffman;
•  The retention of Whitmore Zanthor & Co. as financial advisor to the Special Committee and the retention of Calloway, Briggs & Harmon LLP as legal counsel to the Special Committee;
•  The negotiation process, including due diligence, management presentations, and multiple rounds of price negotiations;
•  The pre-signing market check conducted between March 5, 2025 and March 14, 2025, during which no competing bids were received;
•  Harrowgate's final bid of $15.95 per share on March 20, 2025;
•  The Special Committee's and the full Board's approval of the Merger Agreement on April 6, 2025;
•  Execution of the Merger Agreement on April 7, 2025;
•  Any prior transactions, agreements, or negotiations between or among the filing persons during the preceding two years.
Item 6 — Purposes of the Transaction and Plans or Proposals. Disclosure regarding:
•  The purposes of the Merger from the perspective of each filing person;
•  Alternatives considered by the Special Committee, including (a) remaining a standalone public company, (b) pursuing a sale to a third party (strategic or financial), (c) pursuing a recapitalization, and (d) other alternatives;
•  The reasons for the Special Committee's and the Board's determination that the Merger is advisable, fair to, and in the best interests of Pennfield and its unaffiliated stockholders;
•  The effects of the Merger, including: (a) delisting of PNFD common stock from Nasdaq; (b) termination of Pennfield's reporting obligations under the Exchange Act; (c) Pennfield becoming a privately held company wholly owned by HPE Fund IV; and (d) unaffiliated stockholders ceasing to have an equity interest in Pennfield and receiving only the cash merger consideration.
Item 7 — Source and Amount of Funds or Other Consideration. Detailed disclosure of the financing for the Transaction, including:
•  Total committed debt financing: $640,000,000 (consisting of the $490,000,000 Term Loan B and the $150,000,000 revolving credit facility);
•  Total equity financing: $340,000,000 (consisting of $258,500,000 from HPE Fund IV, $60,000,000 from Ashford Growth Partners LP, and $21,500,000 in management rollover equity);
•  The $90,000,000 of Pennfield cash on balance sheet to be used to fund a portion of the closing consideration and transaction expenses;
•  Description of the material terms of the Debt Commitment Letter from Falconer National Bank, N.A. and Dunmore Capital Markets LLC, dated March 24, 2025;
•  Description of the material terms of the Equity Commitment Letter from HPE Fund IV, dated March 27, 2025;
•  Description of the Co-Investment Agreement with Ashford Growth Partners LP, dated March 27, 2025;
•  Conditions to the financing obligations, including marketing period (15 business days) and SunCert conditions.
Item 8 — Interest in Securities of the Subject Company. Disclosure of the number and percentage of shares of Pennfield common stock beneficially owned by each filing person and their affiliates, including the management rollover participants, as well as any transactions in Pennfield securities during the preceding 60 days.
Item 9 — Persons/Assets, Retained, Employed, Compensated, or Used. Identification of all persons retained, employed, compensated, or used in connection with the Transaction, including:
•  Whitmore Zanthor & Co. (Andrew Prescott, Nadia El-Amin) — financial advisor to the Special Committee;
•  Ridgepoint Partners LLC — financial advisor to the Buyer;
•  Oakhurst Proxy Advisors LLC (Margaret Quinlan) — proxy solicitor;
•  Calloway, Briggs & Harmon LLP (Janet Alcorn, Steven Devereux, Linda Chiang) — legal counsel to the Special Committee and Pennfield;
•  Calderwood & Harkness LLP (Oliver Mackenzie, Ryan Kowalski, Megan Chu) — legal counsel to Harrowgate and Merger Sub;
•  Fees paid or to be paid to each such person.
Items 10–14 — Financial Statements, Projections, and Additional Information. These items require disclosure of Pennfield's audited and unaudited financial statements, any projections of Pennfield prepared by or on behalf of the filing persons that were furnished to the other parties, and other additional information as applicable. Specific requirements include:
•  Pennfield's audited financial statements for the most recent fiscal year (FY 2024, ending January 31, 2025) and any interim unaudited financial statements;
•  Financial projections provided to Harrowgate or the Special Committee in connection with the Transaction, if material;
•  Reports, opinions, or appraisals materially related to the Transaction, including the Whitmore Zanthor & Co. fairness opinion and board presentation materials;
•  Any other material information necessary to make the disclosures in the Schedule 13E-3 not misleading.
Item 15 — Exhibits. The following exhibits will be filed with the Schedule 13E-3 (see Section VIII.A for the complete exhibit list):
•  (a)(1): Merger Agreement (execution version dated April 7, 2025)
•  (a)(2): Voting and Support Agreements
•  (a)(3): Rollover Agreement
•  (a)(4): Press release announcing the merger
•  (a)(5): Preliminary proxy statement (incorporated by reference)
•  (b)(1): Debt Commitment Letter
•  (b)(2): Equity Commitment Letter
•  (b)(3): Co-Investment Agreement
•  (b)(4): Limited Guarantee
•  (c)(1): Fairness opinion of Whitmore Zanthor & Co.
•  (c)(2): Presentation materials of Whitmore Zanthor & Co.
•  (d)(1): Pennfield's Certificate of Incorporation (as amended)
•  (d)(2): Pennfield's Bylaws (as amended)
•  (f): DGCL § 262 (appraisal rights statute)
Amendments. An amendment to the Schedule 13E-3 (Schedule 13E-3/A) will be required to be filed (a) to respond to any comments received from the SEC staff during the comment process, (b) to reflect any material developments occurring after the initial filing, and (c) concurrently with the filing of the definitive proxy statement on Schedule 14A. Additional amendments may be required depending on the nature and scope of SEC staff comments and any material changes in the Transaction or related disclosures.
Responsible Parties for Preparation.
•  Pennfield portions: Calloway, Briggs & Harmon LLP (Janet Alcorn, Steven Devereux, and Linda Chiang, with input from Patricia Okafor at Pennfield). CBH will take primary drafting responsibility for the subject company disclosures (Items 2, 5 (target-side), 6 (Special Committee analysis), 9 (Special Committee advisors), and Items 10–14 (financial statements and projections)).
•  Harrowgate / Merger Sub / affiliate portions: Calderwood & Harkness LLP (Oliver Mackenzie, Ryan Kowalski, and Megan Chu). C&H will take primary drafting responsibility for all disclosures relating to the Buyer-side filing persons, including Items 3 (identity and background of Harrowgate entities, Nathaniel Cross, and other buyer-side individuals), 4 (buyer-side transaction terms), 5 (buyer-side contacts and negotiations), 6 (buyer-side purposes), 7 (sources and uses of funds), and 8 (buyer-side interests in Pennfield securities).
C&H Key Responsibilities. In addition to the primary drafting responsibilities described above, C&H will:
•  Prepare all disclosure relating to Harrowgate Private Equity Fund IV LP, Harrowgate Capital Partners IV GP LLC, Harrowgate Capital Partners LLC, Pinnacle Merger Sub, Inc., Nathaniel Cross, and other buyer-side filing persons;
•  Review and comment on all target-side disclosure for accuracy as it relates to the Buyer, the financing, and the Transaction generally;
•  Coordinate with Calloway, Briggs & Harmon on joint filing logistics, including signature pages, cover page information, and EDGAR filing mechanics;
•  Ensure that the financing disclosure is consistent with the Debt Commitment Letter (dated March 24, 2025), the Equity Commitment Letter (dated March 27, 2025), and the Co-Investment Agreement (dated March 27, 2025);
•  Collect and review background information from Harrowgate personnel for Schedule 13E-3 Item 3 (five-year employment history, criminal history, civil proceedings) for each buyer-side individual filing person.
Current Status. Drafting of the Schedule 13E-3 is to commence immediately following execution of the Merger Agreement on April 7, 2025. C&H's target for an initial draft of all buyer-side sections is April 14, 2025, with the goal of circulating a complete combined draft (incorporating target-side sections from CBH) for review by April 17, 2025, in advance of the targeted April 22, 2025 filing date.
C. Schedule 14A — Proxy Statement (Preliminary and Definitive)
Legal Basis. Section 14(a) of the Exchange Act and Regulation 14A promulgated thereunder require that any solicitation of proxies from holders of securities registered under Section 12 of the Exchange Act be accompanied or preceded by a proxy statement that complies with the requirements of Schedule 14A. Rule 14a-6 sets forth the filing requirements for preliminary and definitive proxy statements.
Filing Party. Pennfield Holdings, Inc.
Purpose. The proxy statement will be used to solicit proxies from Pennfield stockholders to approve the Merger at a special meeting of stockholders. Under DGCL § 251, the Merger requires the approval of the holders of a majority of the outstanding shares of Pennfield common stock entitled to vote thereon. As of April 4, 2025, there were 58,200,000 shares of Pennfield common stock outstanding, and accordingly the affirmative vote of at least 29,100,001 shares will be required to approve the Merger.
Record Date. The record date for the special meeting of stockholders is to be set by the Pennfield Board of Directors. The estimated record date is late April or early May 2025. The record date will determine which stockholders are entitled to receive notice of, and to vote at, the special meeting.
C.1 Preliminary Proxy Statement
Filing Date. The preliminary proxy statement is estimated to be filed with the SEC on April 22, 2025, concurrently with the initial Schedule 13E-3. Under Rule 14a-6(a), because the Transaction involves a going-private transaction subject to Rule 13e-3, the preliminary proxy statement must be filed with the SEC at least 10 calendar days before the definitive proxy statement may be filed and mailed to stockholders. In practice, the SEC staff typically reviews preliminary proxy statements filed in connection with going-private transactions and may issue comment letters, which may extend the review period significantly beyond the minimum 10-day period.
SEC Review Period. The minimum review period before the definitive proxy may be filed is 10 calendar days. However, based on recent SEC staff review timelines for going-private proxy statements, it is anticipated that the SEC staff may issue comments within approximately 10 to 30 days of the filing date. The team should plan for a comment process that may take several weeks to resolve.
Key Content Requirements. The preliminary proxy statement will contain the following principal sections and disclosures:
Cover Page and Notice of Special Meeting. The cover page will set forth the purpose of the proxy statement, the date and time of the special meeting, and the matters to be voted on. The notice of special meeting will specify the record date, the time and place of the meeting, and the proposals to be submitted to stockholders.
Summary Term Sheet. A concise overview of the material terms of the Transaction, including the per-share merger consideration, the merger structure, the voting standard, the conditions to closing, and the key dates.
Questions and Answers Section. A question-and-answer section addressing the most common questions stockholders are likely to have regarding the Transaction, including how to vote, the recommendation of the Board and Special Committee, the treatment of equity awards, and appraisal rights.
Special Factors Section. This section, which is required for going-private transactions under Schedule 13E-3 and Item 14(b) of Schedule 14A, will contain the following detailed disclosures:
•  Background of the Merger. A full and detailed chronology of the events leading to the execution of the Merger Agreement, starting from Harrowgate's initial expression of interest on January 15, 2025, through the formation of the Special Committee on January 28, 2025, the retention of advisors, the conduct of due diligence, the negotiation of the Merger Agreement and related transaction documents, the pre-signing market check conducted from March 5, 2025 to March 14, 2025 (during which no competing bids were received), Harrowgate's final bid of $15.95 per share on March 20, 2025, and the execution of the Merger Agreement on April 7, 2025. The background section should be thorough and describe all material meetings, calls, and communications among the parties and their advisors.
•  Recommendation of the Special Committee and the Board. The Special Committee, consisting of Gloria Vásquez (Chair), Martin Ashworth, and Diane Kauffman, unanimously determined that the Merger and the Merger Agreement are advisable, fair to, and in the best interests of Pennfield and its unaffiliated stockholders, and recommended that the full Board approve the Merger. The full Board of Directors (with the management rollover participants recusing themselves) approved the Merger Agreement and recommended that stockholders vote in favor of the Merger.
•  Reasons for the Merger. A detailed discussion of the factors considered by the Special Committee in reaching its determination, including:
•  Premium analysis: the $15.95 per share merger consideration represents a 30.95% premium to the 30-day volume-weighted average price ("VWAP") of $12.18 per share and a 10.0% premium to the 52-week high closing price of $14.50 per share;
•  The fairness opinion delivered by Whitmore Zanthor & Co.;
•  The Special Committee's assessment of Pennfield's standalone prospects, including the risks and uncertainties associated with continuing as a public company;
•  The results of the pre-signing market check;
•  The terms and conditions of the Merger Agreement, including the fiduciary-out, the termination fee, and the reverse termination fee;
•  The certainty and form of the merger consideration (all cash);
•  The availability of appraisal rights under DGCL § 262.
•  Fairness Opinion of Whitmore Zanthor & Co. A description of the opinion delivered by Whitmore Zanthor & Co. (Andrew Prescott, Nadia El-Amin) to the Special Committee that, as of the date of the opinion and based upon and subject to the assumptions, limitations, qualifications, and conditions described therein, the $15.95 per share cash merger consideration to be received by the unaffiliated holders of Pennfield common stock in the Merger is fair, from a financial point of view, to such holders. The proxy statement will include a summary of the analyses performed by Whitmore Zanthor & Co. and the full text of the opinion as an annex.
•  Purposes, Alternatives, and Effects. Disclosure of the purposes of the Merger and the alternatives considered by the Special Committee, the effects of the Transaction on Pennfield and its stockholders (including the going-private analysis), and the position of each filing person regarding the fairness of the Transaction.
•  Position of Filing Persons Regarding Fairness. Each filing person's statement regarding whether the Transaction is fair to unaffiliated Pennfield stockholders, as required by Item 1014 of Regulation M-A.
Terms of the Merger Agreement. A detailed summary of the material provisions of the Merger Agreement, including:
•  The merger consideration ($15.95 per share);
•  The reverse triangular merger structure;
•  Representations and warranties of each party;
•  Covenants, including interim operating covenants and the no-shop covenant;
•  The fiduciary-out, including the ability of the Board to change its recommendation or terminate the Merger Agreement to accept a superior proposal, subject to compliance with specified procedural requirements and payment of the termination fee;
•  Termination fee: $34,300,000 (approximately 3.5% of equity value);
•  Reverse termination fee: $58,800,000 (approximately 6.0% of equity value);
•  Indemnification cap: $117,600,000;
•  Conditions to closing;
•  Termination provisions;
•  Outside Date: September 30, 2025;
•  Marketing period: 15 business days for the Debt Commitment Letter lenders to syndicate the debt financing.
Interests of Pennfield Directors and Executive Officers in the Merger. Detailed disclosure of the interests that Pennfield's directors and executive officers may have in the Transaction that differ from, or are in addition to, the interests of Pennfield stockholders generally, including:
•  Management rollover: Catherine Langford (CEO) — $12,500,000 in aggregate rollover equity; Derek Simmons (CFO) — $5,000,000; Maxwell Dunn (COO) — $4,000,000;
•  Treatment of equity awards held by directors and executive officers, including accelerated vesting and cash-out of stock options and restricted stock units;
•  Change of control payments and severance benefits payable under existing employment agreements;
•  Directors' and officers' indemnification and insurance tail coverage (six-year tail) to be maintained by the surviving entity following the Merger;
•  Any new employment or consulting arrangements to be entered into in connection with the Transaction.
Financing of the Merger. A discussion of the sources and uses of funds for the Transaction, including:
•  Debt financing: $490,000,000 Term Loan B and $150,000,000 revolving credit facility committed by Falconer National Bank, N.A. and Dunmore Capital Markets LLC;
•  Equity financing: $258,500,000 from HPE Fund IV (net of co-invest and rollover), $60,000,000 co-investment from Ashford Growth Partners LP, and $21,500,000 in management rollover equity;
•  Pennfield cash on balance sheet: $90,000,000;
•  Implied enterprise value / EBITDA multiple: 6.9x (based on FY 2024 EBITDA of $142,000,000);
•  Material terms and conditions of the debt and equity commitment letters.
Material U.S. Federal Income Tax Consequences. A discussion of the material U.S. federal income tax consequences of the Merger to Pennfield stockholders, including the treatment of the receipt of the cash merger consideration as a taxable transaction for U.S. federal income tax purposes, the determination of gain or loss, and applicable withholding requirements. This section will be prepared in coordination with Sylvia Hartwell (C&H Tax) and reviewed by Crestline Tax Advisors LLC (Alan Fitzgerald), Pennfield's tax advisor.
Appraisal Rights. A description of the appraisal rights available to Pennfield stockholders under DGCL § 262, including the procedural requirements for perfecting appraisal rights, the consequences of demanding appraisal, and the risks associated with exercising appraisal rights. The full text of DGCL § 262 will be attached as an annex to the proxy statement.
Information About Pennfield Holdings, Inc. Background information about Pennfield, including:
•  Business description: Pennfield is a specialty retailer with 209 total store locations (187 company-owned and 22 outlet locations) across 34 states, with approximately 8,400 employees;
•  Fiscal year ending January 31;
•  Selected financial data: FY 2024 revenue of $1,620,000,000; FY 2024 EBITDA of $142,000,000 (8.8% margin); FY 2024 net income of $54,300,000;
•  Market price and dividend information;
•  Principal stockholders: Stonebridge Asset Management LP (9.2%, 5,354,400 shares), Everhart Capital Advisors LLC (6.8%, 3,957,600 shares), Galloway Pension Trust (4.1%, 2,386,200 shares);
•  Audited financial statements prepared by Pemberton & Associates LLP (Kevin Tarrant Corporation, Lead Audit Partner).
Information About Harrowgate. Background information about the Buyer, including:
•  HPE Fund IV: a $4.8 billion private equity fund (2023 vintage) managed by Harrowgate Capital Partners LLC;
•  HCP firm-wide AUM: approximately $14.2 billion;
•  Key personnel: Nathaniel Cross (Managing Partner & Co-Founder), Rebecca Talmadge (Head of Consumer & Retail), Jonah Whitfield (Principal, deal lead);
•  Investment strategy and track record in the consumer and retail sector.
Information About Pinnacle Merger Sub, Inc. Description of Merger Sub as a Delaware corporation and wholly owned subsidiary of HPE Fund IV, formed solely for the purpose of effecting the Merger, with no material assets, liabilities, or operations other than those related to the Transaction.
Key Shareholder Information. Beneficial ownership table and information regarding the beneficial ownership of Pennfield common stock by each director, executive officer, and beneficial owner of more than 5% of the outstanding shares.
Audited Financial Statements. The proxy statement will incorporate or include Pennfield's audited financial statements, as audited by Pemberton & Associates LLP (Kevin Tarrant Corporation, Lead Audit Partner).
Annexes. The following documents will be attached as annexes to the proxy statement:
•  Annex A: Agreement and Plan of Merger (execution version dated April 7, 2025)
•  Annex B: Fairness opinion of Whitmore Zanthor & Co. to the Special Committee
•  Annex C: Section 262 of the Delaware General Corporation Law (appraisal rights statute)
Primary Drafting Responsibility. Calloway, Briggs & Harmon LLP (Janet Alcorn, Steven Devereux, and Linda Chiang) in coordination with Patricia Okafor (Pennfield, General Counsel & Corporate Secretary). CBH will take primary drafting responsibility for all sections of the proxy statement, with C&H responsible for preparing and reviewing buyer-side disclosures as described below.
C&H Role. Calderwood & Harkness LLP will:
•  Prepare and review all buyer-side disclosures, including the sections describing Harrowgate, HPE Fund IV, HCP, Merger Sub, the financing, and the buyer-side filing persons;
•  Review the entire proxy statement for accuracy of buyer-related and transaction-related information;
•  Coordinate with CBH on financing and deal terms disclosure to ensure consistency with the Debt Commitment Letter, Equity Commitment Letter, Co-Investment Agreement, and Merger Agreement;
•  Review the material U.S. federal income tax consequences section in coordination with Sylvia Hartwell (C&H, Tax);
•  Provide comments on the background of the merger, special factors, and fairness opinion sections to ensure buyer-side perspectives and communications are accurately reflected.
Current Status. Preliminary drafting of the proxy statement is to commence immediately following execution of the Merger Agreement. The target for an initial internal draft of the buyer-side sections is April 14, 2025, with the goal of integrating all sections into a complete preliminary proxy draft for review by April 17, 2025, in advance of the targeted April 22, 2025 filing date.
C.2 SEC Comment Process
Following the filing of the preliminary proxy statement and Schedule 13E-3, the SEC staff (typically the Division of Corporation Finance) is expected to review the filings and may issue a comment letter. Based on recent experience with going-private transactions, the following timeline is anticipated:
•  Receipt of comment letter: Approximately 10 to 30 days after the filing of the preliminary proxy statement, though timing may vary depending on SEC staff workload. For planning purposes, we estimate receipt of the initial comment letter between May 5, 2025 and May 15, 2025.
•  Response letter and revised filing: A response letter addressing each of the SEC staff's comments, together with a revised filing (either a PREC14A amendment or a PRER14A filing, as applicable, and a concurrent Schedule 13E-3/A amendment), will be prepared jointly by CBH and C&H. C&H will take the lead on preparing responses relating to buyer-side disclosures, financing disclosures, and Schedule 13E-3 affiliate disclosures, while CBH will lead on target-side, special factors, and fairness opinion-related responses.
•  Target resolution: The team will target resolution of all SEC comments within 2 to 3 weeks of receipt of the initial comment letter, recognizing that the SEC staff may issue follow-up comments that could extend this timeline.
•  SEC clearance: The filing of the definitive proxy statement will not occur until the SEC staff has indicated that it has no further comments on the preliminary proxy statement (or the statutory 10-day review period has expired without any comments being issued, which is unlikely in a going-private transaction of this nature).
C.3 Definitive Proxy Statement
Filing Date. The definitive proxy statement on Schedule 14A is estimated to be filed on May 22, 2025, following SEC clearance of the preliminary proxy statement and resolution of any SEC staff comments. This estimate assumes that SEC comments are received and resolved within the timeline described in Section C.2 above.
Mailing to Stockholders. The definitive proxy statement will be mailed to stockholders of record as of the record date on or about May 22, 2025. The mailing will be coordinated by the following parties:
•  Transfer Agent: Marlowe Asset Management Stock Transfer, Inc. (Daniel Roth, Vice President, Corporate Actions, 44 Wall Street, 6th Floor, New York, NY 10005). Marlowe Asset Management will provide the stockholder list as of the record date for purposes of the mailing and will coordinate with the proxy solicitor on the distribution of proxy materials.
•  Proxy Solicitor: Oakhurst Proxy Advisors LLC (Margaret Quinlan, Managing Director, 1185 Avenue of the Americas, 24th Floor, New York, NY 10036). Oakhurst will manage the proxy solicitation process, including the distribution of proxy materials to beneficial holders through brokers, banks, and other nominees, as well as telephone and other solicitation efforts to encourage stockholder participation.
•  Minimum Notice Period: Under Delaware law and Nasdaq rules, the special meeting must be held at least 20 business days after the mailing of the definitive proxy statement.
Special Meeting Date. The special meeting of stockholders is estimated to be held on June 19, 2025, which is at least 20 business days after the estimated May 22, 2025 mailing date.
Vote Required. The Merger requires the affirmative vote of the holders of a majority of the outstanding shares of Pennfield common stock entitled to vote thereon. As of April 4, 2025, there were 58,200,000 shares of Pennfield common stock outstanding. Abstentions and broker non-votes will have the same effect as votes against the Merger.
Current Status. The filing and mailing of the definitive proxy statement are dependent on the filing of the preliminary proxy statement and the SEC review timeline. This item will be updated as the filing process progresses.
D. Form 8-K — Results of Stockholder Vote
Filing Party. Pennfield Holdings, Inc.
Filing Deadline. Within four (4) business days after the special meeting of stockholders at which the Merger is submitted to a vote of Pennfield stockholders. Based on the estimated special meeting date of June 19, 2025, the Form 8-K is expected to be filed on or about June 23, 2025.
Applicable Item. Item 5.07 (Submission of Matters to a Vote of Security Holders).
Content. The Form 8-K will report the results of the stockholder vote on the Merger proposal, including:
•  The number of shares entitled to vote at the special meeting;
•  The number of shares present in person or represented by proxy at the special meeting (quorum);
•  The number of shares voted for approval of the Merger;
•  The number of shares voted against approval of the Merger;
•  The number of shares abstaining;
•  The number of broker non-votes (if any);
•  Whether the Merger was approved by the requisite vote.
Responsible Party. Calloway, Briggs & Harmon LLP (Janet Alcorn) in coordination with Patricia Okafor (Pennfield).
C&H Role. Calderwood & Harkness LLP will review the Form 8-K prior to filing to confirm accuracy.
Current Status. A template for the Form 8-K will be prepared in advance of the special meeting so that the Form 8-K can be finalized and filed promptly following the vote.
E. Form 8-K — Completion of Merger / Change of Control
Filing Party. Pennfield Holdings, Inc. (as the surviving entity of the Merger, prior to deregistration).
Filing Deadline. Within four (4) business days after the closing of the Merger. Based on the estimated closing date of June 30, 2025, the Form 8-K is expected to be filed on or about July 3, 2025.
Applicable Items. The Form 8-K will cover the following items, as applicable:
•  Item 2.01 (Completion of Acquisition or Disposition of Assets) — reporting the completion of the Merger;
•  Item 3.01 (Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing) — reporting the anticipated delisting of Pennfield common stock from the Nasdaq Global Select Market;
•  Item 3.03 (Material Modification to Rights of Security Holders) — reporting the conversion of each outstanding share of Pennfield common stock into the right to receive the cash merger consideration and the resulting elimination of the equity rights of former public stockholders;
•  Item 5.01 (Changes in Control of Registrant) — reporting the change of control of Pennfield resulting from the Merger;
•  Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) — reporting any changes in the directors and officers of the surviving entity following the Merger, as applicable.
Content. The Form 8-K will include the following principal disclosures:
•  Announcement that the Merger has been completed and the effective time of the Merger;
•  Description of the Merger: Pinnacle Merger Sub, Inc. merged with and into Pennfield Holdings, Inc., with Pennfield surviving as a wholly owned subsidiary of Harrowgate Private Equity Fund IV LP;
•  Aggregate merger consideration of approximately $980,000,000 ($15.95 per share);
•  Statement that each share of Pennfield common stock (other than rollover shares, dissenting shares, and treasury/cancelled shares) has been converted into the right to receive $15.95 in cash, without interest;
•  Delisting of PNFD common stock from the Nasdaq Global Select Market, effective as of the closing date or as promptly thereafter as practicable;
•  Change of control resulting from the Merger, with Pennfield now being a wholly owned subsidiary of HPE Fund IV;
•  Changes in directors and officers of the surviving entity, including the appointment of any new directors or officers designated by HPE Fund IV.
Responsible Party. Calloway, Briggs & Harmon LLP (Janet Alcorn) in coordination with Patricia Okafor (Pennfield).
C&H Role. Calderwood & Harkness LLP will review and comment on the draft Form 8-K, with particular attention to the accuracy of buyer-related disclosures and the coordination of buyer-side director and officer appointments to the surviving entity.
Current Status. A draft of the Form 8-K will be prepared in advance of the anticipated closing date so that the filing can be completed promptly following closing.
F. Form 15 — Certification and Notice of Termination of Registration
Filing Party. Pennfield Holdings, Inc. (as the surviving entity).
Filing Date. Promptly after the closing of the Merger, following certification by Nasdaq of the delisting of Pennfield common stock from the Nasdaq Global Select Market.
Purpose. The Form 15 will be filed to:
•  Suspend Pennfield's reporting obligations under Sections 13(a) and 15(d) of the Exchange Act; and
•  Terminate the registration of Pennfield common stock under Section 12(g) of the Exchange Act.
Basis for Suspension/Termination. Following the consummation of the Merger, all shares of Pennfield common stock (other than rollover shares and dissenting shares, if any) will have been converted into the right to receive the cash merger consideration, and Pennfield will have fewer than 300 holders of record. The delisting of Pennfield common stock from Nasdaq will terminate Pennfield's registration under Section 12(b) of the Exchange Act, and the Form 15 will certify that Pennfield is eligible for suspension of its reporting obligations and termination of its registration under Section 12(g).
Content. The Form 15 will contain a certification that Pennfield is eligible for suspension of its duty to file reports under Sections 13(a) and 15(d) of the Exchange Act and, if applicable, a certification and notice of termination of registration under Section 12(g) of the Exchange Act.
Responsible Party. Calloway, Briggs & Harmon LLP (Janet Alcorn) in coordination with Patricia Okafor (Pennfield).
C&H Role. Calderwood & Harkness LLP will review the Form 15 prior to filing.
Current Status. The Form 15 is to be filed promptly after closing and delisting. Preparation will occur in connection with closing deliverables.
G. Section 16 Filings — Forms 3, 4, and 5
Filing Parties. Pennfield's directors and executive officers who are subject to the reporting requirements of Section 16 of the Exchange Act (each, a "Reporting Person"), including:
•  Thomas Renwick (Chairman of the Board)
•  Catherine Langford (Chief Executive Officer)
•  Derek Simmons (Chief Financial Officer)
•  Patricia Okafor (General Counsel & Corporate Secretary)
•  Maxwell Dunn (Chief Operating Officer)
•  Gloria Vásquez (Independent Director, Special Committee Chair)
•  Martin Ashworth (Independent Director, Special Committee Member)
•  Diane Kauffman (Independent Director, Special Committee Member)
•  Any other directors or executive officers who are Section 16 reporting persons as of the date hereof or who become reporting persons prior to closing
Filing Requirements. Between the signing of the Merger Agreement on April 7, 2025, and the closing of the Merger, the following Section 16 filing obligations may arise:
•  Form 4 filings: Any transaction in Pennfield securities by a Reporting Person during the period between signing and closing must be reported on Form 4 within two (2) business days of the transaction date. This includes any open-market purchases or sales, gifts, and any transactions pursuant to Rule 10b5-1 plans.
•  Final Form 4 or Form 5 filings at closing: At the effective time of the Merger, each Reporting Person's shares of Pennfield common stock will be converted into the right to receive the cash merger consideration, and all outstanding equity awards will be cancelled and converted into cash payments. These events constitute reportable transactions that must be reported on Form 4 (within two business days of closing) or, in certain circumstances, on Form 5 (within 45 days of the end of Pennfield's fiscal year, if applicable). Best practice is to file final Form 4 reports at or promptly following closing.
Filing Deadline. Form 4: within two (2) business days of the reportable transaction. Form 5: within 45 days after the end of the fiscal year in which the transaction occurs (if applicable and not previously reported on Form 4).
Responsible Party. Calloway, Briggs & Harmon LLP and Pennfield (Patricia Okafor) are responsible for coordinating Section 16 filings for Pennfield's directors and officers. Individual filers are responsible for the accuracy of their own filings.
C&H Role. Calderwood & Harkness LLP will coordinate with CBH regarding the Section 16 implications of the management rollover. The contribution of Pennfield shares by the rollover participants (Catherine Langford, Derek Simmons, and Maxwell Dunn) to HPE Fund IV (or a subsidiary thereof) in exchange for equity interests pursuant to the Rollover Agreement may constitute a "disposition" reportable under Section 16. C&H will review the Section 16 analysis and any related Form 4 filings for the rollover participants.
Current Status. Ongoing. Section 16 filings will be monitored through closing. CBH and Pennfield should maintain a tracking list of all Reporting Persons and their current holdings.
IV. Additional SEC-Related Considerations
A. Regulation FD Compliance
All communications regarding the Transaction prior to the filing and effectiveness of the definitive proxy statement must comply with Regulation FD (Fair Disclosure) under the Exchange Act. Regulation FD prohibits selective disclosure of material nonpublic information by issuers and their agents to securities market professionals and certain other persons, unless the information is simultaneously disclosed publicly.
In the context of the Transaction, the following points should be observed:
•  All Pennfield personnel and advisors must refrain from selectively disclosing material nonpublic information regarding the Transaction to any analyst, institutional investor, or other market participant outside of the normal course;
•  Any investor or analyst inquiries regarding the Transaction should be directed to Patricia Okafor (Pennfield) and/or Oakhurst Proxy Advisors LLC (Margaret Quinlan);
•  Pre-filing communications may need to be filed as additional soliciting materials under Rule 14a-12 (as discussed in Section IV.B below);
•  Harrowgate and its representatives should similarly exercise caution to avoid selective disclosure that could be attributed to Pennfield.
B. Rule 14a-12 — Pre-Filing Communications / Soliciting Materials
Under Rule 14a-12, any written communication by or on behalf of Pennfield or Harrowgate that constitutes a "solicitation" of proxies — broadly defined to include any communication that is reasonably calculated to result in the procurement, withholding, or revocation of a proxy — made prior to the filing of the definitive proxy statement must be filed with the SEC on or before the date of first use.
This requirement applies to a wide range of communications, including:
•  Press releases issued by Pennfield or Harrowgate regarding the Transaction;
•  Investor presentations or talking points prepared for use in discussions with stockholders or analysts;
•  Employee communications, including town hall meeting scripts, intranet postings, and Q&A documents;
•  Social media postings or other electronic communications regarding the Transaction;
•  Any other written materials that reference the Merger or the proxy solicitation.
All such pre-filing communications must include a legend (the "Rule 14a-12 Legend") directing stockholders to the proxy statement once filed, and advising stockholders to read the proxy statement carefully when it becomes available. The legend must also identify where stockholders can obtain free copies of the proxy statement and other relevant documents. A form of the Rule 14a-12 Legend should be prepared and circulated to all relevant personnel for inclusion in pre-filing communications.
Division of Review Responsibilities:
•  C&H will review all Harrowgate communications (including any press releases, investor or portfolio company communications, and internal or external talking points) for compliance with Rule 14a-12;
•  CBH will review all Pennfield communications (including press releases, employee communications, and stockholder communications) for compliance;
•  Both firms should coordinate on any joint communications.
C. Nasdaq Notifications
Pennfield is required to notify the Nasdaq Stock Market LLC of the execution of the Merger Agreement and the anticipated delisting of Pennfield common stock following the consummation of the Merger. The applicable Nasdaq rules include:
•  Nasdaq Listing Rule 5110(b): Pennfield is required to notify Nasdaq of the merger or acquisition promptly after the execution of the Merger Agreement.
•  Application for Removal from Listing: Following the receipt of stockholder approval and in anticipation of closing, Pennfield will file an application with Nasdaq for the removal of PNFD common stock from listing on the Nasdaq Global Select Market. The application must be filed at least 10 days prior to the anticipated delisting date, and Nasdaq will issue a public notification of the anticipated delisting.
•  Form 25 (Notification of Removal from Listing): If required, Nasdaq (not Pennfield) will file a Form 25 with the SEC to effect the deregistration of Pennfield common stock under Section 12(b) of the Exchange Act upon delisting.
Responsible Party: Pennfield (Patricia Okafor) and CBH will be responsible for coordinating all Nasdaq notifications and applications.
D. EDGAR Filing Logistics
All SEC filings in connection with the Transaction will be made electronically via the SEC's EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system. The following logistical items must be addressed:
•  Pennfield CIK Number: Pennfield's EDGAR Central Index Key ("CIK") number must be confirmed with Patricia Okafor. The CIK number is required for all filings made by Pennfield.
•  Harrowgate EDGAR Access Codes: Harrowgate Private Equity Fund IV LP, Pinnacle Merger Sub, Inc., and each individual filing person on the Schedule 13E-3 must have valid EDGAR access codes (CIK number, CCC code, password, and PMAC) in order to be listed as co-filers on the Schedule 13E-3. If Harrowgate and Merger Sub do not already have EDGAR access codes, applications must be submitted to the SEC promptly. Megan Chu (C&H) will coordinate the EDGAR access code applications.
•  Filing Agent: It should be confirmed whether Pennfield or its counsel uses a third-party EDGAR filing agent (such as Brightmoor Technologies, Sundial Technologies, or another provider) for SEC filings. If so, the filing agent should be notified of the anticipated filing schedule and provided with drafts sufficiently in advance of filing dates.
•  Coordination: Megan Chu (C&H) will serve as the primary point of contact for EDGAR filing logistics on the buyer side and will coordinate with Linda Chiang (CBH) and Patricia Okafor (Pennfield) on all filing logistics.
V. Filing Responsibility Matrix
The following matrix sets