Team,
Thank you all for your participation in today's organizational meeting. It was a productive session with strong engagement from everyone, and I think we are well positioned to move into execution mode. The purpose of this email is to memorialize our drafting assignments, work streams, and near-term deadlines now that the matter is formally underway.
As a quick reference: our matter number is **1032-00003**. The client is **Halcyon Semiconductor Aktiengesellschaft**. The engagement involves a **Level III ADR program and US IPO targeting approximately $900 million in gross proceeds**, with listing on the **Nasdaq Global Select Market** under proposed ticker **HCYN**.
I want to lay everything out clearly below so that we are all operating from the same playbook. This is a long email — please read it carefully and flag any questions.
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## 1. KEY TIMELINE MARKERS
Please keep the following critical path milestones front of mind at all times:
- **January 27, 2026** — Due diligence commencement - **March 9, 2026** — First draft F-1 target circulation to working group - **March 23–24, 2026** — All-parties drafting session - **April 14, 2026** — Confidential submission to SEC - **May 12, 2026** — SEC comment letter (estimated) - **May 26, 2026** — Amendment No. 1 target - **June 8, 2026** — Public filing - **June 22, 2026** — Effectiveness target - **June 23, 2026** — Roadshow commences - **July 1, 2026** — Pricing - **July 6, 2026** — Closing/settlement (T+2)
I want to underscore that the **March 9 date for the first F-1 draft is aggressive** and will require disciplined execution from all of us from day one. We do not have the luxury of a slow ramp-up.
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## 2. DRAFTING ASSIGNMENTS — CLAIRE DEMPSEY (Lead Associate)
Claire, you will carry a substantial portion of the drafting load. Here is the full scope:
### (a) Registration Statement on Form F-1
You have the lead on drafting the complete Form F-1, all Parts I and II. This includes:
- Prospectus cover page and summary - Risk factors - Use of proceeds - Capitalization and dilution tables - Business description - Management - Principal shareholders - Related-party transactions - Description of ADSs - Shares eligible for future sale / lock-up section - All exhibits and undertakings
Key parameters for your drafting:
- **Proposed ADS price range:** $39.00–$45.00 per ADS - **Base deal:** 21,400,000 ADSs (15,000,000 primary + 6,400,000 secondary) - **Overallotment:** Up to 3,210,000 additional ADSs (15%) - **ADS ratio:** 1 ADS : 2 ordinary shares - **Use of proceeds:** Net proceeds to issuer of approximately $607,950,000 (after 3.50% gross spread), allocated as follows: - $280M for Fab 3 SiC expansion in Dresden - $140M for next-gen GaN R&D - $100M for revolving credit facility repayment - ~$87.95M for general corporate purposes / working capital - **Capitalization/dilution:** Pre-offering 215,000,000 shares; 30,000,000 new shares; post-offering 245,000,000 shares. Rheintal post-IPO ~16.1% (39,445,000 shares after selling 8,500,000); Kestrel post-IPO ~6.8% (16,555,000 shares after selling 4,300,000)
**Coordination points:** - Work with **Bähr Stein** (Dr. Christoph Maurelban and Johanna Weiß) on the German corporate and governance sections - Work with **Blackmere & Whitfield** (Graham Templeton in New York, Dieter Kaufmann in Munich) on financial statements and MD&A - Coordinate with **Bridgeport Investor Relations** (Thomas Harding) on summary / company overview messaging
### (b) Underwriting Agreement
Draft the underwriting agreement (New York law governed) among Halcyon, selling shareholders (Rheintal Industrieholding GmbH and Kestrel Capital Partners AG), and the underwriters, with Westbridge Securities LLC as representative. Key terms:
- **Selling shareholder schedule:** Rheintal: 8,500,000 shares / 4,250,000 ADSs; Kestrel: 4,300,000 shares / 2,150,000 ADSs - **Gross spread:** 3.50% ($31,500,000 on $900M base deal) - **Overallotment option:** Up to 3,210,000 additional ADSs, exercisable for 30 days post-pricing - Draft the **pricing agreement / terms agreement** as a companion document - Expect comments from **Varen & Kessler** (Martin Ashford and Priya Ranganathan) as underwriters' counsel — we should aim to circulate a first draft of the UA shortly after the F-1 goes out
### (c) Lock-Up Agreements
Prepare the form of officer/director lock-up letter and selling shareholder lock-up letter (**180 days from pricing**, in favor of Westbridge Securities as lock-up agent).
- **Officer/director lock-up** to cover: Dr. Friedrich Wendt (CEO), Katarina Dalmqvist (CFO), Dr. Marcus Helder (CTO), Ingrid Baumann (COO), Wilhelm Ostermann (General Counsel), and Prof. Dr. Anneliese Voss (Supervisory Board Chair) - **Selling shareholder lock-up** for Rheintal and Kestrel on their retained shares
### (d) Comfort Letter Request
Prepare the draft comfort letter request to Blackmere & Whitfield, specifying SAS 72 / ISAE 3000 requirements, circle-up procedures, and financial data coverage.
### (e) Negative Assurance / 10b-5 Framework Memo
Prepare the internal framework memorandum outlining scope and methodology for our negative assurance letter and 10b-5 disclosure letter to underwriters.
### (f) Due Diligence Protocol Letter
I will be sending the due diligence protocol letter to Martin Ashford at Varen & Kessler establishing the joint due diligence protocol and defense memorandum framework, but I am asking you to **prepare a first draft for my review**.
### (g) Selling Shareholder Coordination
Prepare the coordination letter to Bähr Stein regarding German law requirements for pre-emptive rights waiver (Bezugsrechtsausschluss) and secondary share transfer mechanics.
### (h) Closing Documents
Begin assembling the closing checklist template and forms of: - Officer's certificate (CEO/CFO) - Secretary's / general counsel's certificate (Wilhelm Ostermann) - Selling shareholder certificates (Margarethe Wendt for Rheintal; Henrik Sørensen for Kestrel)
These are **lower priority** for now but should be templated early so we are not scrambling at the back end.
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## 3. DRAFTING ASSIGNMENTS — AUDREY ZHOU (Working Associate)
Audrey, your assignments are as follows:
### (a) Deposit Agreement
Draft the Deposit Agreement (Delaware law governed) among Halcyon, Meridian Trust Company, N.A. as depositary, and holders/beneficial owners of ADSs. Key terms:
- ADS ratio: 1 ADS : 2 ordinary shares - Depositary fee: $0.05 per ADS per annum payable by ADS holders - Voting instruction mechanics - Dividend/distribution procedures - Amendment and termination provisions
Coordinate with **Patricia Novak at Meridian Trust** on their standard form and negotiate deviations. Also prepare the **form of American Depositary Receipt** (ADR certificate) and the **depositary fee schedule** as exhibits.
### (b) Form F-6 Registration Statement
Draft the Form F-6 and prepare the exhibits checklist and drafting notes. Coordinate filing sequence with the Form F-1.
### (c) Pre-Effective Letter Agreement with Meridian Trust
Draft the letter agreement between Halcyon and Meridian Trust regarding pre-effective cooperation, custodian appointment in Germany, ordinary share deposit mechanics, and Ashgrove Enterprises settlement coordination. Prepare an accompanying memorandum on custodian arrangements for ordinary shares in Germany (Ashgrove Enterprises Banking AG infrastructure, sub-custodian appointment).
### (d) Nasdaq Listing Application
Prepare the draft listing application for the Nasdaq Global Select Market (ticker: HCYN), working from our Nasdaq listing standards memorandum. Also prepare the **corporate governance exemption notice** to Nasdaq under Rule 5615(a)(3), identifying each Nasdaq rule from which Halcyon will claim FPI home-country practice exemption and the corresponding German practice.
### (e) Corporate Governance Documents
Draft the following for adoption by Halcyon: - US-compliant Code of Business Conduct and Ethics - Audit Committee Charter (Nasdaq Rule 5605(c) / Exchange Act Rule 10A-3) - Whistleblower Policy (SOX Section 301)
### (f) Selling Shareholder Questionnaire
Prepare the form of selling shareholder questionnaire for Rheintal and Kestrel (beneficial ownership, FINRA affiliations, material relationships).
### (g) Custody Agreement / Power of Attorney
Prepare the form of custody agreement and irrevocable POA for Rheintal (8,500,000 shares) and Kestrel (4,300,000 shares) for share delivery mechanics.
### (h) EDGAR Procedures Memo
Prepare the internal EDGAR filing procedures memorandum (CIK application — CIK is TBD upon filing; filing agent coordination; access codes; XBRL tagging; exhibit conventions).
### (i) Transfer Agent Coordination
Serve as point of contact with **Angela Moretti at Crestfield Transfer Services** regarding ADS registrar setup and DTC eligibility.
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## 4. DRAFTING ASSIGNMENTS — LEONARD CROSS (Tax Partner)
Leonard, your work streams are as follows:
### (a) PFIC Analysis Memorandum
Finalize the Passive Foreign Investment Company analysis under IRC Sections 1291–1298 for FY2023–FY2025. As you know, our preliminary analysis indicates the active business exception is satisfied (less than 25% passive income; less than 50% passive assets) and Halcyon is not a PFIC. The memorandum should document the analysis comprehensively with supporting calculations. Coordinate with **Blackmere & Whitfield** (Dieter Kaufmann) for underlying financial data.
### (b) Tax Opinion for Prospectus
Prepare the draft tax opinion on US federal income tax consequences of acquisition, ownership, and disposition of ADSs by US holders, for filing as exhibit to Form F-1 and/or inclusion in the taxation section of the prospectus. Cover: - PFIC conclusions - Treaty-rate withholding analysis - Characterization of distributions - Gain on sale - Information reporting / backup withholding
### (c) Prospectus Taxation Section
Draft the taxation section of the prospectus (US federal income tax consequences and German tax considerations), coordinating with Bähr Stein on the German tax portions. For reference: - **German withholding tax:** Statutory 26.375% (25% Kapitalertragsteuer + 5.5% Solidaritätszuschlag); reduced to **15%** under US-Germany income tax treaty (Article 10) for eligible US holders
### (d) US/German Tax Treaty Memorandum
Prepare the memorandum on treaty implications for ADS holders, including foreign tax credit analysis.
### (e) Qualified Intermediary Analysis
Prepare the QI analysis memorandum for Meridian Trust Company, N.A., analyzing its QI status for German withholding tax purposes on ADS dividend payments.
### (f) Treaty Benefit Certification Procedures Memo
Prepare the memorandum on IRS documentation requirements (Form W-8BEN / W-8BEN-E) for US ADS holders claiming the reduced 15% treaty rate.
### (g) Draft W-8BEN-E
Prepare the draft IRS Form W-8BEN-E for Halcyon Semiconductor AG (LEI: 5299007KBTVZ3XQHGL48; entity classification and FATCA status).
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## 5. DRAFTING ASSIGNMENTS — VIVIENNE ST. CLAIRE (Responsible Partner)
I will personally oversee and substantially draft (with Claire's support on several) the following:
- **Foreign Private Issuer status analysis memorandum** (Rule 3b-4 test — more than 50% of voting securities held by non-US residents; no US-nexus disqualifier) - **ADR structure and Level III program requirements memorandum** (including the 1 ADS : 2 ordinary share ratio rationale) - **Form F-1 vs. Form F-6 dual registration analysis memorandum** - **Exchange Act reporting obligations memorandum** (Form 20-F, Form 6-K, Section 13(a)/15(d), XBRL) - **SOX compliance roadmap memorandum** (Sections 302, 404, 906; Section 404(b) first required for FY ending December 31, 2027) - **Nasdaq listing standards memorandum** (quantitative/qualitative requirements; FPI exemptions) - **German corporate law considerations memorandum** (new share issuance — authorized capital/genehmigtes Kapital, Aufsichtsrat approval, Bezugsrechtsausschluss) — in close coordination with Bähr Stein - **Lock-up and selling shareholder structuring memorandum** (180-day lock-up, Regulation S flowback, Rule 144) - **Due diligence protocol letter to Varen & Kessler** (Section 11/12 defense framework)
I will also oversee the **closing opinion letters** — validity of ADSs opinion, negative assurance / 10b-5 letter. These are later-stage deliverables, but the frameworks should be established early.
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## 6. ROBERT ADEYEMI — ROLE & RESPONSIBILITIES (Billing Partner)
Robert, as discussed today, your role on this engagement is as follows:
- Manage billing, budget tracking, and client invoicing in accordance with the engagement letter (estimated **$3.2M–$3.8M total**; **$250,000 retainer received**) - Review and provide comments on all major work product prior to circulation outside the firm - Serve as secondary point of contact for **Wilhelm Ostermann** and **Katarina Dalmqvist** on administrative and billing matters - Attend key drafting sessions and manage workload allocation if additional associate staffing is needed
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## 7. DUE DILIGENCE — IMMEDIATE PRIORITIES (Week of January 27)
Due diligence formally commences **January 27, 2026**. The comprehensive due diligence request list has already been circulated to Halcyon (Wilhelm Ostermann) and Bähr Stein.
Assignments for due diligence memoranda:
- **Claire:** Corporate/organizational; material contracts; related-party transactions (Rheintal/Wendt family; Supervisory Board interlocks); litigation and regulatory proceedings - **Audrey:** intellectual property (SiC/GaN patents, trade secrets); environmental and manufacturing compliance (Munich, Dresden Fab 2, Fab 3 under construction, Brno); employee benefit plans and compensation (including ESOT — 3.1% / 6,665,000 shares) - **Claire (with input from all):** Consolidated due diligence summary and risk assessment memorandum - **Vivienne (with Claire):** Sanctions, anti-corruption, and export controls memorandum (OFAC, EU sanctions, FCPA, EAR/ITAR — particular focus on Halcyon Shanghai operations in PRC)
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## 8. COORDINATION WITH OTHER WORKING GROUP MEMBERS
A reminder of key contacts and coordination responsibilities:
- **Westbridge Securities** (Jonathan Hartwell, lead left bookrunner) — primary banking relationship; Claire and I to be main contacts - **Pinnacle Morgan** (Sarah Okonkwo), **Andover Barcliffe** (David Reinhardt), **Northpointe Capital** (Lisa Cheng) — joint bookrunners and co-manager; funnel communications through Westbridge where possible - **Varen & Kessler** (Martin Ashford, Priya Ranganathan) — underwriters' counsel; expect heavy engagement on UA, due diligence sessions, and disclosure review - **Bähr Stein** (Dr. Christoph Maurelban, Johanna Weiß) — German counsel to Halcyon; essential partner on corporate governance, German law sections of F-1, Bezugsrechtsausschluss, and German tax input - **Prumvane Thornton** (Dr. Stefan Braun) — German counsel to underwriters; will review German law portions - **Blackmere & Whitfield** (Graham Templeton, NY; Dieter Kaufmann, Munich) — auditors; comfort letter and financial statement coordination - **Meridian Trust** (Patricia Novak) — depositary bank; **Audrey** is primary contact - **Crestfield Transfer Services** (Angela Moretti) — transfer agent / ADS registrar; **Audrey** is primary contact - **Ashton & Burke Advisory** (Lukas Frey) — financial advisor to Halcyon; will be involved in valuation/pricing discussions and investor relations strategy - **Bridgeport IR** (Thomas Harding) — US investor relations; roadshow and ongoing public company IR; Claire and I to coordinate on messaging - **Clearwater D&O Insurance Brokers** (Emma Callister) — D&O insurance program placement (total $75M limits across four layers; estimated $2.8M annual premium); I will monitor this — not a near-term priority but needs to be in place before effectiveness
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## 9. SEC CORRESPONDENCE PREPARATION
The confidential submission cover letter (for our April 14 target submission) and acceleration request letter template should be prepared in advance:
- **Claire:** Draft the confidential submission cover letter - **Claire:** Prepare the SEC comment response template - **Audrey:** Draft the acceleration request letter - **Audrey:** Owns the EDGAR procedures memo (as noted above)
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## 10. NEAR-TERM DEADLINES SUMMARY
| Deliverable
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## 11. ADMINISTRATIVE NOTES
A few housekeeping items:
- **Document management:** All documents should be saved to the matter folder on the firm's DMS under matter number **1032-00003**. No exceptions. - **Confidentiality:** There should be no discussion of this transaction outside the working group. All external communications must be cleared with me first. - **Virtual data room:** Halcyon is setting up a VDR for due diligence document production. Audrey, please coordinate access credentials for the C&H team and confirm access by end of day Monday. - **Client status update:** I will send the periodic client status update letter to Wilhelm Ostermann early next week summarizing outcomes of the org meeting and next steps. - **Resources and conflicts:** Please flag any resource constraints or scheduling conflicts immediately. The timeline is aggressive, and I need to know now if we need to bring in additional support rather than learning about it two weeks from now.
For reference, the following documents have been or will be circulated separately and are not attached to this email:
- Working group list (already circulated) - Master timeline and responsibility chart (already circulated) - Due diligence request list (already sent to Halcyon/Bähr Stein) - Organizational meeting agenda (distributed prior to today's meeting)
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I have every confidence in this team. This is a marquee engagement for the firm and a complex cross-border transaction, but we have the right people on it. The next six months will be demanding — let's stay organized, communicate proactively, and deliver excellent work product.
Thank you again for today's strong start. Let's hit the ground running on Monday.
Best,
Vivienne
--- **Vivienne St. Claire** Partner Calderwood Harkness LLP vstclaire@calderwoodharkness.com