Team,
I'm writing to confirm that Matter No. 1026-00001 — the side-letter negotiation on behalf of Briarwood Family Office LLC in connection with its proposed $75 million LP commitment to Meridian Peak Capital Partners Fund IV, L.P. — is now closed, effective today, April 5, 2024.
**Background**
As you may already be aware, Briarwood's investment committee reconvened on April 2 and voted to decline the Fund IV commitment. Sandra Whitfield, BFO's General Counsel, communicated that decision to me on April 3. Yesterday, we transmitted a formal withdrawal letter to Harrison K. Drummond at Ashford Crane & Hewitt LLP and Gavin R. Lockhart at Meridian Peak Capital Advisors LLC, confirming that BFO will not proceed with the commitment.
All draft side-letter provisions — including the MFN rights, excuse/exclusion rights, management fee concessions, co-investment rights, enhanced reporting obligations, key person enhancements, transfer rights, and all other negotiated terms — have lapsed without execution. No subscription agreement was executed and no capital commitment was made.
**Billing**
Nick, please finalize the closing invoice and send it out next week to Briarwood Family Office LLC, attention Sandra M. Whitfield, 780 Park Avenue, Suite 3200, New York, NY 10021. I expect total professional fees of approximately $132,025 (my time at roughly 18 hours, Nick at approximately 4 hours, Theresa at approximately 62 hours, and Owen at approximately 55 hours), plus roughly $1,200 in disbursements for document management and Westmark Data Systems research — a total of approximately $133,225. That puts us well within the $175,000 soft fee cap established in the engagement letter. Standard net-30 payment terms apply. Nick, please also confirm the matter is marked as closed/terminated in the billing system.
No further time should be billed to this matter number.
**Action Items**
All draft documents — including the three iterations of the side letter, the marked-up subscription agreement, the draft investor questionnaire, term sheets, redlines, memoranda, and all correspondence — should be filed to the DMS under Matter No. 1026-00001. Specifically:
- **Theresa** — Please confirm that the matter file is complete, including final versions of all memoranda, the formal withdrawal letter, and copies of all correspondence with Ashford Crane & Hewitt. - **Owen** — Please ensure the draft subscription agreement markup and draft investor questionnaire (both dated March 10, 2024) are properly saved to the DMS with clear notations that neither was executed or submitted. - **Nick** — Per above, finalize and send the invoice and close out the matter in billing.
**Thank You**
I want to thank each of you for your work on this matter over the past two-plus months. While the engagement did not ultimately result in a closing, the work product — particularly the LPA review, the side-letter drafts, and the excuse rights analysis — was thorough and well done. I'd encourage you to flag those materials as potential precedent for future fund investment matters.
Please let me know if you have any questions.
Best,
Pamela Cross Partner, Funds & Asset Management Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 (212) 555-4180 pcross@calderwoodharkness.com