Elaine,
As you know, we represent Briarwood Family Office LLC ("BFO") in connection with its potential limited partnership commitment to Meridian Peak Capital Partners Fund IV, L.P. ("Fund IV"). Thank you for transmitting the Fund IV documentation suite on January 26 — we confirm receipt of the Amended and Restated Agreement of Limited Partnership (dated December 20, 2023), the Private Placement Memorandum (dated December 15, 2023), and the related subscription documents. We have completed our review of the foregoing.
Attached for your review is BFO's initial side-letter term sheet (BFO_Fund_IV_Side_Letter_Term_Sheet_02072024.docx) setting forth proposed terms in connection with a $75,000,000 commitment to Fund IV. The term sheet is intended to serve as the basis for negotiation of a definitive side letter to be entered into among Meridian Peak Capital Partners Fund IV, L.P., Meridian Peak Capital Partners GP IV LLC, and Briarwood Family Office LLC. As reflected in the term sheet, we would anticipate that the side letter would be governed by the laws of the State of Delaware, consistent with the LPA.
By way of overview, the term sheet addresses the following categories of provisions:
- Most favored nation rights - Excuse/exclusion rights for specified investment categories - Management fee reduction - Co-investment rights - Enhanced reporting obligations - Key person provisions - Transfer rights - Confidentiality carve-outs - Tax reporting (K-1 delivery timeline) - Placement agent fee offset (Pinnacle Capital Markets LLC)
The term sheet itself provides additional detail on each of the foregoing.
We would appreciate it if you could circulate the term sheet to the Meridian Peak team, including Gavin R. Lockhart (Head of Investor Relations) and Tamara Fujimoto (General Counsel & CCO), as appropriate. We respectfully request the GP's comments and markup by approximately February 21, 2024. Of course, if the Meridian Peak team or your group has any questions or initial reactions in advance of a formal markup, we are happy to discuss by phone at your convenience.
Pamela and I are both available to walk through BFO's key priorities in more detail should that be helpful before you prepare your markup. Please do not hesitate to reach out if you would like to arrange a call.
Thank you, and we look forward to your response.
Best regards,
Theresa Kim Lead Associate Funds & Asset Management Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 T: (212) 558-4732 E: tkim@calderwoodharkness.com
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