Priya,
I hope you're well. Following up on the kick-off call on April 18 and the initial tax diligence information request list we circulated on April 25, I wanted to reach out with a more targeted request for organizational and formation documents.
As we dig into the § 355 / § 368(a)(1)(D) analysis for the proposed spin-off of the Precision Flow Solutions Division into Meridian Flow Technologies, Inc., we need to compile a complete picture of the Veldran corporate structure and the underlying organizational documents for each relevant entity. Since Whitfield & Gage is serving as corporate/M&A counsel to Harrowgate and has been coordinating the overall document flow for the transaction, I'm directing this request through you rather than going directly to Thornapple McCord or Veldran management. Please let me know if you'd prefer we redirect any of these items.
I've organized our requests below for ease of tracking:
**1. Veldran Industries Holdings, Inc. (EIN: 86-1920347)**
(a) Certificate of Incorporation as filed with the Delaware Secretary of State on March 14, 2019, including any and all amendments and restated certificates through the present date.
(b) Current bylaws (as amended).
(c) Any certificates of designation for preferred stock or other special classes of equity.
(d) Good standing certificate from Delaware — a recent certificate (within the last 30 days) would be ideal if one is available.
**2. Harrowgate Veldran Holdings LLC (EIN: 86-1483920)**
(a) Certificate of Formation (Delaware).
(b) Limited Liability Company Agreement, including all amendments. As you know, HVH is the holding vehicle through which HPE Fund IV holds its approximately 62.4% stake (46,488,000 shares) in Veldran.
(c) For context, understanding HVH's organizational structure is relevant to our § 355(e) and § 355(d) analyses, particularly the chain of ownership from HPE Fund IV through HVH to Veldran.
**3. Kestrel Precision Controls, Inc. (EIN: 58-2847193)**
(a) Articles of Incorporation (Georgia) — Kestrel was originally incorporated on February 12, 2003.
(b) Any amendments to the articles of incorporation, including any filed in connection with the June 7, 2019 acquisition by Veldran from Rennick Industrial Partners Fund II LP.
(c) Current bylaws.
(d) We would also ask that you confirm whether Kestrel remains a separate corporate subsidiary of Veldran or has been merged into Veldran or another entity since the acquisition. This is critical for the § 355(b)(2)(C) and (D) active-trade-or-business analysis — if Kestrel's business has been transferred to a different entity or merged, it could affect the five-year look-back analysis in material ways.
**4. All Other Material Veldran Subsidiaries**
(a) A complete list of all direct and indirect subsidiaries of Veldran Industries Holdings, Inc., including for each subsidiary: entity type, jurisdiction of formation, EIN, and a brief description of the subsidiary's function.
(b) For each material subsidiary, the certificate of incorporation or certificate of formation and the operative governance document (bylaws or LLC agreement, as applicable).
(c) We are particularly interested in any subsidiaries that hold assets or conduct operations within the Precision Flow Solutions Division, as these will need to be identified for purposes of structuring the Contribution (i.e., the pre-spin internal transfer of Precision Flow assets and entities to Meridian).
**5. Corporate Restructuring Steps Since September 20, 2019**
(a) A summary — whether in narrative or chart form — of any corporate restructuring, reorganization, or entity formation or dissolution steps involving Veldran or any of its subsidiaries that have been completed since HPE Fund IV's acquisition of Veldran on September 20, 2019.
(b) This includes any mergers, conversions, entity formations, asset transfers, intercompany transactions, or changes in entity classification (e.g., check-the-box elections under Treas. Reg. § 301.7701-3).
(c) The history of post-acquisition internal restructuring is relevant to multiple aspects of our § 355 analysis, including the active-trade-or-business requirement, continuity of business enterprise, and the § 355(e) "plan" analysis under Treas. Reg. § 1.355-7.
**6. Equity Incentive Plan Documents**
(a) Copies of any equity incentive plans, stock option plans, restricted stock agreements, or other equity compensation arrangements of Veldran under which management holds approximately 5.3% of VIH common stock (approximately 3,948,500 shares).
(b) These are needed for our device test analysis as well as for structuring the treatment of equity awards in the spin-off.
* * *
A few logistical points:
- If any of these items should be requested directly from Philip Crundell (Veldran GC) or David Ochoa at Thornapple McCord rather than through your team, please let me know and we will redirect.
- If Whitfield & Gage already has any of these documents in its files from the September 2019 acquisition, those would be a fine starting point — we would just want to confirm they remain current and up to date.
- We'd ask that documents be uploaded to the shared data room or sent via secure file transfer, whichever is more convenient on your end.
- In terms of timing, we would appreciate receiving these items as soon as practicable — ideally within the next 7–10 business days. We are targeting approximately May 20 for a first draft of our § 355 analysis memorandum, and having the organizational documents in hand will allow us to advance that work in parallel with the rest of the diligence process.
Thank you, Priya. If any of the above requests need clarification or you'd like to discuss the priority order, I'm happy to jump on a call. Leila Nazari, copied here, is also working on this matter and can serve as an additional point of contact if that's helpful.
Best regards,
Garrett Simmons Calderwood & Harkness LLP 1301 Avenue of the Americas, 40th Floor New York, NY 10019 T: (212) 506-4738 gsimmons@calderwoodharkness.com
Matter Ref: HRW-SPIN-001 / Engagement No. 1003-00005