Pamela,
I wanted to reach out promptly to let you know that our investment committee reconvened yesterday, April 2, and voted to decline the proposed $75 million commitment to Meridian Peak Capital Partners Fund IV, L.P. This is a final decision. As you know, the March 25 IC meeting had flagged several open items and requested additional diligence, which led to the pause we communicated on March 28. Julian and the committee completed that review and ultimately concluded that the commitment is not one we will be pursuing.
I should note that the decision was driven entirely by investment considerations — certain aspects of Meridian Peak's track record and broader portfolio allocation factors that the committee weighed during the supplemental review. It was not a reflection of any concern with the legal terms or the work your team did on the side-letter negotiation. I know a great deal of effort went into those discussions over the past several months, and we appreciate the quality of the work product throughout.
With that, I'd like to ask you to handle the following:
**Withdrawal Letter.** Please prepare a formal withdrawal letter to be sent to both (i) Harrison K. Drummond at Ashford Crane & Hewitt LLP, 1 Federal Street, Suite 3600, Boston, MA 02110 (counsel to the GP) and (ii) Gavin R. Lockhart, Head of Investor Relations, Meridian Peak Capital Advisors LLC, 200 Clarendon Street, 42nd Floor, Boston, MA 02116. The letter should confirm that Briarwood Family Office LLC will not be proceeding with a commitment to Fund IV, that no subscription agreement was executed, and that no capital commitments were made. It should also confirm that all draft side-letter provisions — including the most favored nation rights, excuse and exclusion rights, management fee concessions (the 1.50%/1.25% schedule), co-investment rights, enhanced reporting obligations, key person enhancements, transfer rights, K-1 delivery provisions, placement fee offset, confidentiality carve-outs, and all other negotiated terms — are lapsed and of no further force or effect. Please send me a draft for a quick review before it goes out. I'll turn it around the same day.
**Draft Subscription Documents.** The draft subscription agreement and investor questionnaire that Owen prepared (dated March 10, 2024) should not be submitted to the fund. Please file those as drafts only in your records.
**Billing.** Please send the final invoice for the engagement at your convenience, referencing C&H Matter No. 1026-00001. We will process payment on our standard net-30 terms.
I want to express our genuine appreciation for the work you, Theresa Kim, and Owen Fischer put into this engagement. The side-letter negotiation was thorough and well-handled, and the fact that we are passing on Fund IV takes nothing away from that. We have a number of fund investment opportunities in the pipeline, and I expect we will be reaching out to your team again before long.
Thank you, Pamela. Please don't hesitate to call if you have any questions.
Best regards,
Sandra M. Whitfield General Counsel Briarwood Family Office LLC 780 Park Avenue, Suite 3200 New York, NY 10021 Tel: (212) 555-0184 swhitfield@briarwoodfamilyoffice.com