PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT — NOT FOR DISTRIBUTION OUTSIDE CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
399 Park Avenue, 31st Floor, New York, NY 10022 1750 K Street NW, Suite 800, Washington, DC 20006
INTERNAL MEMORANDUM
TO: Beatrice Holloway, Responsible Partner, Mergers & Acquisitions (New York) James Prentice, Billing Partner, Mergers & Acquisitions (New York)
FROM: Beatrice Holloway and Margaret "Peggy" Ashworth, Of Counsel, National Security & CFIUS (Washington, DC)
DATE: June 14, 2023
RE: Staffing Assignments — CFIUS Filing, National Security Mitigation, Government Contracts, Export Controls & International Trade Workstreams — Halcyon Semiconductor AG / Marlowe Asset Management Photonics Inc.
MATTER NO.: 1032-00004
CLIENT: Halcyon Semiconductor Aktiengesellschaft ("HSAG")
ENGAGEMENT DATE: June 12, 2023
OFFICES: Calderwood & Harkness LLP — 399 Park Avenue, 31st Floor, New York, NY 10022; 1750 K Street NW, Suite 800, Washington, DC 20006
1. Purpose and Background
The purpose of this memorandum is to memorialize the staffing assignments for the Committee on Foreign Investment in the United States ("CFIUS") filing and review, government contracts, export controls (including International Traffic in Arms Regulations ("ITAR") and Export Administration Regulations ("EAR") compliance), and international trade workstreams in connection with HSAG's proposed acquisition of one hundred percent (100%) of the outstanding equity of Marlowe Asset Management Photonics Inc. ("VPI") (the "Transaction"). This memorandum is intended to provide a comprehensive record of each team member's role, responsibilities, qualifications, and anticipated time commitments, and to establish the reporting structure and coordination protocols that will govern the CFIUS and trade workstreams throughout the pendency of this engagement.
This memorandum should be read in conjunction with, and is subject to the terms of, the engagement letter executed on June 12, 2023 between Calderwood & Harkness LLP ("C&H" or the "Firm") and HSAG, which was executed by Beatrice Holloway on behalf of the Firm and by Stefan Lohse, General Counsel of HSAG, on behalf of the Client. The engagement letter governs the overall scope and terms of the Firm's representation of HSAG in connection with the Transaction and sets forth the core Mergers & Acquisitions team assigned to handle the principal deal workstreams, including negotiation, documentation, due diligence, and closing.
This memorandum supplements the core M&A team already assigned under the engagement letter. The CFIUS and trade team members identified herein are added to address the specialized regulatory workstreams required by the Transaction, which arise from the particular characteristics of VPI's business, its relationships with the U.S. Department of Defense ("DoD") and other government agencies, its facility security clearance, its export-controlled products, and the fact that the acquiring party, HSAG, is a foreign person within the meaning of 31 C.F.R. § 800.224. These workstreams demand a dedicated team of attorneys with deep expertise in CFIUS practice, government contracts law, export controls, and national security matters. The staffing assignments set forth below reflect the Firm's assessment of the resources required to manage these workstreams effectively, within the budget parameters agreed with the Client.
Additionally, reference is made to the pending Engagement Letter Amendment No. 1, which is expected to be executed on or about June 20, 2023. Amendment No. 1 will formally expand the scope of the engagement to include intellectual property ("IP") and export-control diligence and will add Omar Siddiqui (Lead Associate, intellectual Property) and Christy Bauer (Working Associate, intellectual Property) to the engagement team. Until Amendment No. 1 is executed, the IP workstream staffing described in Section 3.5 below is included in this memorandum solely for purposes of coordination planning and completeness, and no billable work will be performed by Siddiqui or Bauer on this matter.
Transaction Summary. HSAG (Aktiengesellschaft organized under the laws of the Federal Republic of Germany, publicly traded on the Frankfurt Stock Exchange, ticker XETRA: HLC, headquartered at Industriestraße 44, 01099 Dresden, Saxony, Germany) proposes to acquire VPI (a Delaware C-corporation, incorporated on February 14, 2009, headquartered at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919) for total consideration of $1.42 billion in cash. The acquisition will be effectuated through a Stock Purchase Agreement ("SPA") executed on June 10, 2023, pursuant to which HSAG's wholly-owned U.S. acquisition vehicle, Halcyon US Holdings Inc. ("Halcyon US"), a Delaware C-corporation formed on June 5, 2023, will purchase all outstanding shares of VPI common stock from VPI's existing shareholders.
VPI designs and manufactures advanced gallium nitride ("GaN") power amplifier chips used in defense radar systems, satellite communications platforms, and 5G telecommunications infrastructure. VPI is a significant participant in the U.S. defense industrial base, holding fourteen (14) active DoD contracts (both as prime contractor and subcontractor), with an aggregate backlog of approximately $193 million. VPI maintains a Facility Security Clearance ("FCL") at the SECRET level, issued by the Defense Counterintelligence and Security Agency ("DCSA"), under CAGE Code 7VK92. Of VPI's 486 employees, 212 hold active U.S. government security clearances at various levels.
VPI's products include defense articles classified under Category XI(a)(3) of the United States Munitions List ("USML") and dual-use components classified under Export Control Classification Number ("ECCN") 3A001 of the Commerce Control List ("CCL") of the EAR. VPI has been registered with the Directorate of Defense Trade Controls ("DDTC") of the U.S. Department of State since 2011 (Registration No. M-24817) and currently holds three (3) active DSP-5 export licenses for deliveries to NATO allies in the United Kingdom and Australia.
A CFIUS filing is mandatory in connection with this Transaction due to VPI's status as a "TID U.S. business" (as defined in 31 C.F.R. § 800.248) engaged in the production, design, testing, manufacturing, fabrication, or development of critical technologies, specifically GaN semiconductor components, that require export authorization under the ITAR and the EAR. The Transaction constitutes a "covered transaction" within the meaning of 31 C.F.R. § 800.213 and is subject to mandatory declaration requirements under 31 C.F.R. § 800.401(c). However, the parties intend to file a voluntary joint notice in lieu of a mandatory declaration, as a voluntary notice provides CFIUS with a more complete picture of the Transaction and is more likely to lead to a definitive resolution during the review period or, if an investigation is warranted, to facilitate productive engagement with the Committee during the investigation phase.
The CFIUS engagement was formally opened by the Firm on June 12, 2023, concurrent with the execution of the engagement letter. The fee cap for the CFIUS phase of the engagement is $3,800,000 (exclusive of disbursements), and the estimated total fees across all phases of the engagement (including the core M&A workstream, CFIUS, trade, IP, and related regulatory work) are $5,200,000.
2. Transaction Regulatory Profile Driving Staffing Needs
The Transaction presents a complex and multifaceted regulatory profile that necessitates the assembly of a specialized team with expertise spanning several interrelated but distinct practice areas. This section identifies the four principal regulatory workstreams necessitating specialized staffing, as well as one additional workstream (Intellectual property) that intersects with the CFIUS and trade workstreams in significant respects.
2.1 CFIUS Filing and Review
The first and most critical regulatory workstream is the CFIUS filing and review. As noted above, the Transaction constitutes a covered transaction subject to the jurisdiction of CFIUS under Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and the implementing regulations at 31 C.F.R. Part 800. The parties intend to submit a voluntary joint notice under 31 C.F.R. § 800.501, which will initiate a 45-day review period during which the Committee's staff agencies will evaluate whether the Transaction poses any risk to U.S. national security. If the Committee determines that a further assessment is warranted, the review may be followed by a 45-day investigation period under 31 C.F.R. § 800.508. Given the nature of VPI's business — including its production of ITAR-controlled defense articles, its classified DoD contracts, and the significant number of cleared personnel — it is anticipated that a 45-day investigation is likely, and the team should plan accordingly.
Should CFIUS identify national security risks that can be addressed through risk mitigation measures, the Committee may propose the negotiation of a National Security Agreement ("NSA"), which would impose binding conditions on the parties as a prerequisite to CFIUS clearance. Based on the characteristics of VPI's business and comparable transactions in the defense semiconductor sector, the Firm anticipates that an NSA is probable and that its terms may include, among other things, governance and board composition requirements, technology control plan ("TCP") obligations, limitations on access to classified information, restrictions on cross-border data transfers, and requirements for the appointment of a third-party compliance monitor. The negotiation and drafting of such an agreement constitutes a major workstream in its own right and will require significant attorney time and resources.
2.2 Government Contracts
The second workstream concerns VPI's government contracts portfolio. VPI holds fourteen (14) active DoD contracts, consisting of both prime contracts and subcontracts, with an aggregate unfilled backlog of approximately $193 million. VPI's government customers and prime contractor counterparties include:
• United States Army Program Executive Office intelligence, Electronic Warfare and Sensors ("PEO IEW&S") — prime contracts for GaN power amplifier modules for ground-based electronic warfare systems;
• Air Force Research Laboratory ("AFRL") — research and development contracts for next-generation GaN-on-SiC epitaxial growth processes;
• Missile Defense Agency ("MDA") — prime contracts for phased array radar components;
• Ironclad Defense Systems Inc. (as prime contractor to the United States Navy Naval Sea Systems Command ("NAVSEA")) — subcontracts for GaN power amplifier assemblies for shipboard radar systems; and
• Department of Homeland Security Science and Technology Directorate ("DHS S&T") — contracts for communications infrastructure components.
The change in ownership of VPI resulting from the Transaction will trigger a number of government contracts compliance requirements. Most significantly, FAR 42.12 (Novation and Change-of-Name Agreements) requires that when a contractor's assets are transferred to a successor entity, a novation agreement must be executed with the responsible contracting officer to formally recognize the successor as the contractor under each affected contract. The novation process can be time-consuming and requires coordination with multiple contracting officers across different government agencies. In addition, DFARS 252.209-7002 (Disclosure of Ownership or Control by a Foreign Government) imposes foreign ownership disclosure obligations on contractors that become subject to foreign ownership, control, or influence ("FOCI") as a result of a change in ownership. The team will need to analyze each of VPI's fourteen contracts to determine which require formal novation, which may be addressed through change-of-name agreements, and which may require other forms of government notification or consent.
2.3 Export Controls (ITAR/EAR)
The third workstream addresses export controls under the ITAR and the EAR. VPI has been registered with DDTC since 2011 under Registration No. M-24817. VPI's primary ECCNs under the EAR are 3A001 (certain microwave or millimeter wave components), 3A991 (electronic devices and components not controlled by 3A001), and 3E001 (technology for the development or production of equipment controlled by 3A001 or 3A002). VPI's ITAR-controlled products include defense articles classified under USML Category XI(a)(3), which encompasses certain electronic equipment specifically designed, modified, or configured for military application.
VPI currently holds three (3) active DSP-5 export licenses authorizing the export of specified defense articles to NATO ally end-users in the United Kingdom and Australia. The change of ownership of VPI will have significant implications for VPI's DDTC registration, as ITAR § 122.4(a) requires that any change in the information previously furnished in connection with a registration statement be reported to DDTC, including changes in ownership or control. The transfer of ownership to a foreign parent company may also require amendments to or the reissuance of VPI's existing DSP-5 licenses, depending on the terms and conditions of those licenses and the positions taken by DDTC. The team will need to prepare a comprehensive analysis of the export control implications of the Transaction and develop a transition plan to ensure that VPI's export compliance program remains intact throughout and following the closing.
2.4 Facility Security Clearance / FOCI Mitigation
The fourth workstream involves VPI's facility security clearance and the FOCI mitigation analysis required by the National Industrial Security Program Operating Manual ("NISPOM"), 32 C.F.R. Part 117. VPI maintains a Facility Security Clearance at the SECRET level, which is essential for VPI's performance of classified DoD contracts and is a critical asset of the business. The acquisition of VPI by a foreign parent company — HSAG, a German Aktiengesellschaft — will render VPI subject to FOCI, which, if not properly mitigated, could result in the revocation or suspension of VPI's FCL.
DCSA, as the Cognizant Security Agency, will need to be notified of the proposed change in ownership and will evaluate the nature and degree of FOCI that the Transaction will create. Based on the level of FOCI involvement anticipated in this case — specifically, the acquisition of one hundred percent of VPI's equity by a foreign entity — a Special Security Agreement ("SSA") or equivalent FOCI mitigation instrument will almost certainly be required. It is anticipated that any NSA negotiated with CFIUS will incorporate provisions that are substantially equivalent to those found in an SSA, and the FOCI mitigation analysis will therefore be closely integrated with the CFIUS NSA negotiation workstream. The team will need to coordinate with DCSA throughout the process and prepare the requisite filings, including a Standard Form 328 (Certificate Pertaining to Foreign Interests) and related documentation.
2.5 intellectual Property
In addition to the four principal regulatory workstreams described above, the Transaction requires a dedicated intellectual property workstream. VPI holds a substantial patent portfolio consisting of forty-seven (47) granted U.S. patents and twelve (12) pending patent applications, organized across three key patent families: (i) GaN-on-SiC epitaxial growth processes; (ii) high electron mobility transistor ("HEMT") gate structure optimization; and (iii) millimeter-wave ("mmWave") broadband matching network designs. Of these patents, twenty-three (23) were developed under government-funded contracts and are therefore subject to the government's rights in subject inventions under the Bayh-Dole Act (35 U.S.C. §§ 200–212), including potential march-in rights under 35 U.S.C. § 203, and are subject to the patent rights clause at DFARS 252.227-7038. VPI also maintains thirty-one (31) registered internal trade secrets, governed by VPI's trade secret management program.
The IP workstream will be handled by the IP team (Omar Siddiqui and Christy Bauer), with close coordination with the CFIUS/trade team regarding NSA technology transfer restrictions, Technology Control Plan requirements, and limitations on cross-border research and development collaboration between VPI and HSAG entities. Any NSA negotiated with CFIUS is likely to impose specific restrictions on the transfer of VPI's proprietary technologies — including both patented and trade secret information — to HSAG or its foreign affiliates, and the IP team's analysis will be critical to informing the Firm's negotiating positions on these provisions.
2.6 Counterparty Counsel
It is important to note that seller's counsel, Wethersfield & Gale LLP, will be the Firm's counterpart on many of these workstreams, particularly with respect to the preparation and submission of the voluntary joint notice and coordination on government contracts transition matters. The lead partner on the seller's side for government contracts and national security matters is Harrison Whitfield; the lead M&A partner is Sandra Niehaus; and the senior associate supporting those workstreams is Tobias Kwan. Effective coordination with Wethersfield & Gale will be essential to the timely preparation of the CFIUS filing, as the voluntary joint notice must include information from both the acquiring person and the U.S. business, and both parties bear responsibilities under the regulations for the accuracy and completeness of the notice.
3. Staffing Assignments
This section sets forth the detailed staffing assignments for each member of the CFIUS and trade team, including each attorney's qualifications, bar admissions, security clearance status, specific responsibilities, estimated time commitment, and hourly rate. The team has been assembled to provide comprehensive coverage of the regulatory workstreams identified in Section 2, with attention to the interrelationships among those workstreams and the need for seamless coordination between the Firm's New York and Washington, DC offices.
3.1 CFIUS Filing & National Security — Lead: Margaret "Peggy" Ashworth
Name: Margaret "Peggy" Ashworth
Title: Of Counsel, National Security & CFIUS Practice
Office: Calderwood & Harkness LLP, 1750 K Street NW, Suite 800, Washington, DC 20006
Bar Admissions: District of Columbia; Virginia
Security Clearance Status: Inactive SECRET clearance from prior U.S. government service. Ms. Ashworth's clearance was placed in inactive status upon her departure from government service. No reinstatement of active clearance is anticipated for purposes of this engagement.
Background: Ms. Ashworth is a recognized practitioner in the areas of CFIUS review, national security regulation of foreign investment, and foreign ownership, control, or influence mitigation. Prior to joining Calderwood & Harkness, Ms. Ashworth served in a senior policy role at the U.S. Department of the Treasury, where she was directly involved in the review of covered transactions and the negotiation of national security agreements. She brings to this engagement an in-depth understanding of the CFIUS review process, the interagency dynamics that shape Committee outcomes, and the policy considerations that inform national security risk assessments. Over the course of her career in private practice, Ms. Ashworth has handled in excess of forty (40) CFIUS matters in the defense, semiconductor, and advanced technology sectors, including several transactions involving GaN and other compound semiconductor technologies. Her experience encompasses voluntary and mandatory filings, pre-filing consultations with Treasury's Office of Investment Security ("OIS"), responses to requests for additional information, and the negotiation of complex national security agreements with mitigation provisions spanning governance, technology control, facility access, and compliance monitoring.
Role on This Matter:
Ms. Ashworth will serve as the overall lead for the CFIUS workstream on this engagement. Her specific responsibilities are as follows:
(a) Overall CFIUS Workstream Leadership. Ms. Ashworth will have day-to-day responsibility for managing all aspects of the CFIUS filing, review, investigation, and clearance process, as well as any NSA negotiation that may be required. She will be the senior attorney responsible for the quality and strategic direction of all work product produced in connection with the CFIUS workstream.
(b) Primary Treasury Contact. Ms. Ashworth will serve as the primary point of contact between the Firm and the U.S. Department of the Treasury, Office of Investment Security, with respect to all CFIUS-related communications, including the pre-filing consultation, the submission of the voluntary joint notice, and all subsequent communications during the review and investigation phases.
(c) Pre-Filing Consultation. Ms. Ashworth will draft and manage the pre-filing consultation request letter, which is targeted for submission to Treasury OIS on June 15, 2023. She will lead preparations for and participate in the pre-filing consultation meeting with Treasury OIS, which is scheduled for June 19, 2023. The pre-filing meeting will provide an opportunity to introduce the Transaction to the Committee's staff, identify potential areas of national security concern, and receive preliminary guidance on the scope and content of the voluntary joint notice.
(d) Voluntary Joint Notice. Ms. Ashworth will lead the preparation of the voluntary joint notice under 31 C.F.R. § 800.501, including the compilation and verification of all required information and exhibits. She will supervise the drafting contributions of Priya Venkataraman and Kenneth Morales and will coordinate with Wethersfield & Gale LLP (Harrison Whitfield) on all joint filing responsibilities. Ms. Ashworth will perform a final review of the complete notice package before submission.
(e) Requests for Information. During the CFIUS review and investigation phases, Ms. Ashworth will manage the preparation of responses to all CFIUS requests for information ("RFIs") and supplemental information requests. She will supervise Ms. Venkataraman and Lt. Col. (Ret.) Caruso in the preparation of draft responses and will ensure that all submissions are accurate, complete, and responsive to the Committee's inquiries.
(f) National Security Agreement Negotiation. In the event that CFIUS proposes the negotiation of a National Security Agreement, Ms. Ashworth will lead the negotiation strategy and will be principally responsible for drafting the NSA on behalf of HSAG and Halcyon US Holdings Inc. She will coordinate with Beatrice Holloway on strategic decisions and with Lt. Col. (Ret.) Caruso on specific provisions relating to the Technology Control Plan, facility access, government contracts, and export controls. Ms. Ashworth will also coordinate with Prof. Dr. Ulrich Schilling at Schilling Frey Rechtsanwälte (Berlin) on any provisions of the NSA that have implications for HSAG's German corporate governance or operations.
(g) FOCI Analysis and DCSA Coordination. Ms. Ashworth will oversee the preparation of the FOCI analysis for VPI's facility security clearance and will coordinate with DCSA regarding the maintenance of VPI's FCL (CAGE Code 7VK92) during and following the Transaction. She will work closely with Lt. Col. (Ret.) Caruso on the FOCI mitigation strategy and the preparation of SSA-equivalent provisions within the NSA framework.
(h) Supervision of Associate. Ms. Ashworth will directly supervise Priya Venkataraman on all CFIUS-related research, drafting, and analysis, and will review all work product prepared by Ms. Venkataraman before it is finalized or submitted.
(i) Client Briefings. Ms. Ashworth will participate in regular briefings of HSAG management, including Dr. Maximilian Ehrhardt (Chief Executive Officer), Katarina Brückner (Chief Financial Officer), and Stefan Lohse (General Counsel), regarding the status of the CFIUS process, emerging issues, and strategic recommendations. She will also brief HSAG's German counsel, Prof. Dr. Ulrich Schilling at Schilling Frey Rechtsanwälte, Friedrichstraße 68, 10117 Berlin, Germany, on CFIUS process matters as needed for coordination with German regulatory and corporate governance requirements.
(j) Coordination with Seller's Counsel. Ms. Ashworth will coordinate directly with Harrison Whitfield at Wethersfield & Gale LLP regarding the joint preparation and submission of the voluntary joint notice, joint responses to RFIs, and any other CFIUS-related matters requiring coordination between buyer's and seller's counsel.
Estimated Time Commitment: Approximately 70–80% of Ms. Ashworth's billable capacity through the completion of the CFIUS workstream, with full-time commitment anticipated during the NSA negotiation phase, should negotiations be required.
Hourly Rate: $1,250 per hour (Of Counsel rate).
3.2 Government Contracts & Export Controls — Lead: Lt. Col. (Ret.) David Caruso
Name: Lt. Col. (Ret.) David Caruso
Title: Senior Counsel, Government Contracts & Export Controls
Office: Calderwood & Harkness LLP, 1750 K Street NW, Suite 800, Washington, DC 20006
Bar Admissions: Virginia; Maryland
Security Clearance Status: Inactive SECRET clearance from prior U.S. military and government service. Lt. Col. (Ret.) Caruso's clearance was placed in inactive status upon his separation from active duty. No reinstatement of active clearance is anticipated for purposes of this engagement.
Background: Lt. Col. (Ret.) Caruso is a retired U.S. Army officer who served for over twenty years in various acquisition, logistics, and contracting roles, including service as a contracting officer's representative and an export compliance officer at the Army Materiel Command. Following his military career, Lt. Col. (Ret.) Caruso transitioned to private practice, where he has developed extensive expertise in government contracts law, ITAR and EAR compliance, DCSA facility clearance matters, DFARS compliance, and FOCI mitigation. His practice encompasses the full range of government contracts counseling for defense and technology companies, including contract novation proceedings, foreign ownership disclosure obligations, export license applications and amendments, voluntary disclosures, and compliance program development. Lt. Col. (Ret.) Caruso's military background and firsthand familiarity with DoD acquisition processes and contracting officer expectations provide a valuable perspective on government contracts transition planning in the context of foreign acquisitions.
Role on This Matter:
Lt. Col. (Ret.) Caruso will serve as the lead counsel for the government contracts and export controls workstreams. His specific responsibilities are as follows:
(a) Government Contracts Workstream Leadership. Lt. Col. (Ret.) Caruso will lead the government contracts workstream, encompassing the analysis of VPI's fourteen (14) active DoD contracts, the identification of novation requirements, the preparation of foreign ownership disclosures, and the development of a post-closing government contracts transition plan.
(b) FAR 42.12 Novation Analysis. Lt. Col. (Ret.) Caruso will analyze the novation requirements under FAR 42.12 for each of VPI's fourteen active government contracts, identifying which contracts require formal novation agreements, which may be addressed through alternative mechanisms, and which contracting officers and administrative contracting officers have jurisdiction over the novation process. He will prepare a comprehensive novation analysis memorandum and will draft template novation agreement documents for use with the responsible contracting officers.
(c) DFARS Foreign Ownership Disclosure. Lt. Col. (Ret.) Caruso will prepare the foreign ownership disclosure analysis required under DFARS 252.209-7002 (Disclosure of Ownership or Control by a Foreign Government), including an assessment of whether HSAG's ownership structure involves any direct or indirect ownership or control by a foreign government. While HSAG is a publicly traded corporation and is not, to the Firm's present knowledge, subject to direct foreign government ownership or control, a thorough analysis of HSAG's shareholder base and governance structure will be required to respond to the DFARS disclosure requirements.
(d) Export Controls Workstream Leadership. Lt. Col. (Ret.) Caruso will lead the export controls workstream, including the analysis of ITAR and EAR classification issues for VPI's products and technologies, the assessment of the impact of the change of ownership on VPI's DDTC registration and active export licenses, and the development of a post-closing export compliance transition plan.
(e) DDTC Registration Transfer. Lt. Col. (Ret.) Caruso will analyze the requirements for transferring or amending VPI's DDTC registration under ITAR § 122.4(a), which mandates that any material change in the information furnished in connection with a registration statement — including changes in ownership or control — be reported to DDTC in writing. He will prepare the required notification and amendment materials for submission to DDTC in connection with the Transaction.
(f) DSP-5 License Analysis. Lt. Col. (Ret.) Caruso will assess the impact of the Transaction on VPI's three (3) active DSP-5 export licenses for deliveries to end-users in the United Kingdom and Australia, including whether those licenses will need to be amended, reissued, or otherwise modified to reflect the change in VPI's ownership structure. He will coordinate with DDTC as necessary to ensure continuity of VPI's export authorization.
(g) Facility Security Clearance Transition. Lt. Col. (Ret.) Caruso will prepare a facility security clearance transition plan in coordination with DCSA, addressing the maintenance of VPI's FCL at the SECRET level (CAGE Code 7VK92) under the new foreign ownership structure. This will include the preparation of a Standard Form 328 (Certificate Pertaining to Foreign Interests), the development of a FOCI mitigation strategy, and coordination with DCSA's Industrial Security Division regarding the requirements for a Special Security Agreement or equivalent mitigation instrument.
(h) CFIUS Notice Contributions. Lt. Col. (Ret.) Caruso will contribute to the drafting of the voluntary joint notice in those sections pertaining to VPI's government contracts, export-controlled items, and facility security clearance, drawing on his expertise in these areas to ensure that the notice accurately and completely describes VPI's government relationships and regulatory obligations.
(i) NSA Negotiation Contributions. In the event of NSA negotiations, Lt. Col. (Ret.) Caruso will contribute to the negotiation and drafting of provisions relating to the Technology Control Plan, facility access restrictions, government contracts continuation requirements, and any other provisions within his areas of expertise. He will work closely with Ms. Ashworth on the overall negotiation strategy and will be responsible for ensuring that the NSA's mitigation provisions are operationally feasible and consistent with VPI's ongoing government contracts obligations.
(j) DoD Customer Coordination. Lt. Col. (Ret.) Caruso will advise on VPI's compliance obligations with its key DoD customers, including the U.S. Army PEO IEW&S, AFRL, MDA, NAVSEA (through VPI's subcontract relationship with Ironclad Defense Systems Inc.), and DHS S&T. He will assist in preparing any required notifications to these customers regarding the change in VPI's ownership.
(k) VPI Coordination. Lt. Col. (Ret.) Caruso will serve as the primary Firm contact for coordination with VPI's VP, Government Programs, Col. (Ret.) Bryce Hendrickson, who holds a TS/SCI clearance and serves as VPI's Facility Security Officer ("FSO"). Col. (Ret.) Hendrickson is expected to be the principal source of information regarding VPI's classified programs, security clearance population, and government contracts performance, and Lt. Col. (Ret.) Caruso will manage this relationship to ensure the efficient flow of information to the CFIUS/trade team.
(l) Supervision of Associate. Lt. Col. (Ret.) Caruso will supervise Priya Venkataraman on export control and sanctions research assignments, and will review all work product prepared by Ms. Venkataraman in connection with the export controls workstream before it is finalized.
Estimated Time Commitment: Approximately 50–60% of Lt. Col. (Ret.) Caruso's billable capacity through the CFIUS workstream, with an increasing commitment anticipated during the NSA negotiation and closing phases, when the government contracts novation process and export license amendment work will intensify.
Hourly Rate: $1,150 per hour (Senior Counsel rate).
3.3 International Trade & Sanctions — Associate: Priya Venkataraman
Name: Priya Venkataraman
Title: Associate, International Trade & Sanctions
Office: Calderwood & Harkness LLP, 1750 K Street NW, Suite 800, Washington, DC 20006
Bar Admissions: New York; District of Columbia
Security Clearance Status: None. Ms. Venkataraman does not hold and has not held a U.S. government security clearance.
Background: Ms. Venkataraman is an associate in the Firm's International Trade & Sanctions group in the Washington, DC office. She has developed substantial experience in CFIUS filings, ITAR and EAR compliance counseling, OFAC sanctions screening, and trade regulatory matters in the defense and technology sectors. Since joining the Firm, Ms. Venkataraman has worked on multiple CFIUS voluntary notice filings involving foreign acquisitions of U.S. defense and dual-use technology companies, and she has assisted in the preparation of responses to CFIUS RFIs and in the drafting of NSA provisions. She has also advised clients on ITAR and EAR classification issues, export license applications, and compliance program design. Ms. Venkataraman's strong research and drafting skills and her familiarity with the CFIUS regulatory framework make her well-suited to support the senior attorneys on this engagement.
Role on This Matter:
Ms. Venkataraman will provide associate-level support to both Ms. Ashworth (on the CFIUS filing workstream) and Lt. Col. (Ret.) Caruso (on the export controls workstream). Her specific responsibilities are as follows:
(a) CFIUS Notice Preparation. Ms. Venkataraman will support Ms. Ashworth in the preparation of the voluntary joint notice, including drafting specified sections of the notice and compiling exhibits. In particular, Ms. Venkataraman will be responsible for drafting Exhibit E (Regulated Products Summary, describing VPI's ITAR-controlled defense articles and EAR-controlled dual-use components), Exhibit F (Government Contracts Summary, listing VPI's fourteen active DoD contracts with key terms and performance status), and Exhibit G (Cleared Personnel Summary, providing an anonymized summary of VPI's 212 employees holding active U.S. government security clearances, organized by clearance level and program access).
(b) CFIUS Precedent Research. Ms. Venkataraman will conduct research on CFIUS precedent relevant to this Transaction, including a comparative NSA analysis for semiconductor-sector transactions. This research will inform the Firm's negotiating positions during any NSA negotiations and will provide the team with an understanding of the mitigation provisions that CFIUS has typically required in comparable transactions.
(c) RFI Responses. Under Ms. Ashworth's supervision, Ms. Venkataraman will prepare draft responses to CFIUS RFIs during the review and investigation phases. She will gather the necessary factual information from the Client and from VPI (through Lt. Col. (Ret.) Caruso's coordination with Col. (Ret.) Hendrickson) and will draft responsive submissions for Ms. Ashworth's review and approval.
(d) Export Control Analysis. Under Lt. Col. (Ret.) Caruso's supervision, Ms. Venkataraman will conduct research on the ITAR and EAR classification issues affecting VPI's products, including analysis of the USML Category XI(a)(3) classification of VPI's ITAR-controlled defense articles and the ECCN 3A001, 3A991, and 3E001 classifications of VPI's EAR-controlled dual-use components. She will also research the DSP-5 license amendment procedures applicable to VPI's three active export licenses in light of the change of ownership.
(e) DDTC Registration Transfer Analysis. Ms. Venkataraman will prepare a detailed analysis of the requirements and procedures for the transfer or amendment of VPI's DDTC registration under ITAR § 122.4(a), including the preparation of a draft notification letter and any required supporting documentation.
(f) Sanctions Screening. Ms. Venkataraman will conduct comprehensive sanctions screening of all HSAG entities, principals, directors, and significant counterparties using the Firm's sanctions screening tools and databases, including screening against the OFAC Specially Designated Nationals and blocked Persons ("SDN") List, the Entity List maintained by the Bureau of Industry and Security, the Denied Persons List, the Unverified List, and relevant EU and German sanctions lists. The results of the sanctions screening will be documented and incorporated into the CFIUS notice materials as required.
(g) NSA Drafting Support. During any NSA negotiations, Ms. Venkataraman will draft facility access procedures and cybersecurity requirement provisions, drawing on precedent from prior CFIUS matters handled by the Firm. These provisions will address physical access controls, information security protocols, cybersecurity standards (including compliance with NIST SP 800-171 and CMMC requirements), and monitoring and auditing obligations.
(h) CHIPS Act Analysis. Ms. Venkataraman will analyze the implications of the CHIPS and Science Act of 2022 (Pub. L. 117-167) for HSAG's post-acquisition eligibility for U.S. semiconductor manufacturing incentives under Title XCIX of the Act, including Section 9902 incentive funding and the associated guardrails relating to foreign entities of concern. This analysis will be relevant to both the CFIUS workstream (as CFIUS may consider CHIPS Act implications in its risk assessment) and to HSAG's broader strategic planning for the acquired business.
(i) Research Memoranda. Ms. Venkataraman will prepare research memoranda on legislative and regulatory developments affecting the Transaction, including any proposed amendments to the CFIUS regulations, changes to the ITAR or EAR, and developments in Congressional oversight of foreign investment in the U.S. semiconductor industry.
Estimated Time Commitment: Approximately 80–90% of Ms. Venkataraman's billable capacity through the completion of the CFIUS workstream. Given the breadth of her responsibilities across both the CFIUS and export controls workstreams, Ms. Venkataraman will be substantially committed to this matter throughout the anticipated timeline.
Hourly Rate: $925 per hour (mid-level associate rate).
3.4 Corporate / M&A Support — Associate: Kenneth Morales
Name: Kenneth Morales
Title: Associate, Corporate / M&A
Office: Calderwood & Harkness LLP, 399 Park Avenue, 31st Floor, New York, NY 10022
Bar Admissions: New York
Security Clearance Status: None. Mr. Morales does not hold and has not held a U.S. government security clearance.
Background: Mr. Morales is an associate in the Firm's Corporate / M&A group in the New York office. He has experience with cross-border acquisition transactions, regulatory approval processes in M&A contexts, and closing mechanics for complex multi-jurisdictional deals. Mr. Morales has participated in several transactions involving CFIUS review conditions, and he is familiar with the integration of CFIUS and other regulatory milestones into deal timelines, closing conditions, and related transactional documentation. His position in the New York office and his familiarity with the core M&A workstream make him the natural liaison between the CFIUS/trade team in Washington, DC and the deal team in New York.
Role on This Matter:
Mr. Morales will serve as the Corporate / M&A liaison to the CFIUS and trade workstreams, ensuring that the regulatory work is fully integrated with the overall transaction process. His specific responsibilities are as follows:
(a) Inter-Office Liaison. Mr. Morales will serve as the primary liaison between the CFIUS/trade workstream (Washington, DC office) and the core M&A deal team (New York office), ensuring that regulatory developments and milestones are promptly communicated to the deal team and that the deal team's requirements and timelines are reflected in the CFIUS workstream planning.
(b) CFIUS Closing Conditions. Mr. Morales will draft and manage the CFIUS-related closing conditions under Section 7.1(c) of the Stock Purchase Agreement, including any amendments to the SPA that may be required to accommodate the CFIUS timeline or to reflect the terms of any NSA. He will ensure that the SPA's regulatory conditions are consistent with the anticipated CFIUS process and that any ambiguities or gaps in the conditions are identified and addressed.
(c) Closing Conditions Checklist. Mr. Morales will prepare and maintain a comprehensive closing conditions checklist tracking all CFIUS and regulatory milestones, including the pre-filing consultation, notice filing, acceptance, review/investigation timelines, RFI deadlines, NSA execution, and CFIUS clearance. This checklist will be updated regularly and circulated to both the New York and Washington, DC teams.
(d) Officer's Certificates. Mr. Morales will draft the officer's certificates for HSAG (or Halcyon US Holdings Inc.) and VPI regarding the satisfaction of CFIUS-related closing conditions, including certifications of compliance with any NSA provisions that must be satisfied prior to or at closing.
(e) Board Resolutions. Mr. Morales will prepare the board resolutions for Halcyon US Holdings Inc. authorizing the execution of any NSA and related documents, as well as resolutions for VPI's post-closing reconstituted board of directors, including any governance requirements mandated by the NSA (such as the appointment of a Government Security Committee or outside directors with security clearances).
(f) Timing Coordination. Mr. Morales will coordinate the timing of CFIUS clearance with the overall transaction closing mechanics and financing conditions, working with the core deal team to ensure that the regulatory timeline is aligned with the financing commitment deadlines, regulatory sunset dates in the SPA, and other time-sensitive deal milestones.
(g) Milestone Tracking and Counterparty Coordination. Mr. Morales will track all CFIUS-related milestones against the overall deal timeline and will coordinate with Wethersfield & Gale LLP (Sandra Niehaus and Tobias Kwan) on joint deliverables, including shared exhibit preparation, joint certifications, and coordinated submissions to CFIUS.
(h) CFIUS Notice Exhibits — Transaction Structure. Mr. Morales will assist with the preparation of pre-filing and notice exhibits regarding the transaction structure, organizational documents, and corporate structure diagrams, including Exhibit A (Transaction Structure Overview and Acquisition Vehicle Details) and Exhibit D (Organizational Documents and Corporate Structure Charts for HSAG, Halcyon US Holdings Inc., and VPI).
(i) Post-Closing Regulatory Filings. Mr. Morales will draft post-closing regulatory filing documents, including DCSA notification letters, and will coordinate with Lt. Col. (Ret.) Caruso on the preparation of other post-closing regulatory filings.
(j) Document Management. Mr. Morales will maintain document management protocols for the CFIUS workstream, including the organization and indexing of all CFIUS-related work product, correspondence, and filings. He will also manage virtual data room access for CFIUS-related materials, ensuring that appropriate access permissions are maintained and that confidential and sensitive materials are properly segregated.
Estimated Time Commitment: Approximately 40–50% of Mr. Morales's billable capacity through the CFIUS phase, increasing to approximately 70–80% during the closing phase, when the integration of CFIUS clearance with closing mechanics and post-closing regulatory filings will require intensified effort.
Hourly Rate: $875 per hour (junior-to-mid-level associate rate).
3.5 intellectual Property — Lead: Omar Siddiqui; Associate: Christy Bauer
Note: The formal addition of Omar Siddiqui and Christy Bauer to the engagement team is pending execution of Engagement Letter Amendment No. 1, which is anticipated on or about June 20, 2023. No billable work will be performed by Siddiqui or Bauer on this matter until Amendment No. 1 is executed. This section is included in this memorandum for purposes of completeness and coordination planning only.
3.5.1 Omar Siddiqui
Name: Omar Siddiqui
Title: Lead Associate, intellectual Property
Office: Calderwood & Harkness LLP, 1750 K Street NW, Suite 800, Washington, DC 20006
Bar Admissions: Virginia; registered patent attorney (USPTO Reg. No. 78,412)
Security Clearance Status: None. Mr. Siddiqui does not hold and has not held a U.S. government security clearance.
Background: Mr. Siddiqui is a lead associate in the Firm's intellectual Property group, with a technical background in electrical engineering and semiconductor device physics. He holds a B.S. in Electrical Engineering from the Georgia Institute of Technology and a J.D. from Georgetown University Law Center. Mr. Siddiqui is a registered patent attorney before the U.S. Patent and Trademark Office and has substantial experience in patent portfolio analysis, IP due diligence for technology-sector acquisitions, patent prosecution, and the analysis of government rights in inventions under the Bayh-Dole Act. He has previously worked on IP diligence for several defense-sector acquisitions and is familiar with the intersection of IP rights and national security regulatory requirements.
Role on This Matter:
Mr. Siddiqui will serve as the lead for the IP workstream. His specific responsibilities are as follows:
(a) IP Diligence. Mr. Siddiqui will lead the IP due diligence for the acquisition, including a comprehensive review of VPI's forty-seven (47) granted U.S. patents and twelve (12) pending patent applications across VPI's three key patent families: (i) GaN-on-SiC epitaxial growth processes, (ii) HEMT gate structure optimization, and (iii) mmWave broadband matching network designs. The diligence will encompass an assessment of patent validity, enforceability, scope of claims, expiration dates, maintenance fee status, and any existing licenses, encumbrances, or assignments.
(b) Government-Funded Patent Analysis. Mr. Siddiqui will analyze the twenty-three (23) patents that were developed under government-funded contracts and are subject to the government's rights in subject inventions under the Bayh-Dole Act (35 U.S.C. §§ 200–212) and the patent rights clause at DFARS 252.227-7038. This analysis will address the scope of the government's license rights, the potential for march-in rights under 35 U.S.C. § 203, and the reporting obligations under the iEdison invention reporting system. The analysis will also consider whether any of the government-funded inventions are subject to manufacturing preference requirements under 35 U.S.C. § 204, which could be implicated by the transfer of VPI's ownership to a foreign parent.
(c) Trade Secret Review. Mr. Siddiqui will assess VPI's thirty-one (31) registered internal trade secrets and evaluate VPI's trade secret management program, including the adequacy of VPI's policies, procedures, and technical measures for the identification, classification, and protection of trade secret information.
(d) CFIUS/Trade Team Coordination. Mr. Siddiqui will coordinate closely with Ms. Ashworth and Lt. Col. (Ret.) Caruso on NSA provisions relating to IP transfer restrictions and Technology Control Plan requirements. His analysis of VPI's IP portfolio will inform the Firm's negotiating positions on NSA provisions that may restrict the transfer of VPI's patented technologies, trade secrets, and technical data to HSAG or its foreign affiliates, and on TCP provisions governing the handling and storage of controlled technical data.
(e) Patent Portfolio Summary. Mr. Siddiqui will prepare a patent portfolio summary and valuation considerations memorandum for the benefit of the deal team and the Client, summarizing the key attributes of VPI's patent portfolio, identifying any potential risks or issues, and providing an initial assessment of the portfolio's contribution to VPI's overall enterprise value.
(f) IP Transfer Restriction Analysis. Mr. Siddiqui will analyze the IP transfer restrictions that may be imposed under any NSA, including limitations on cross-border R&D collaboration between VPI and HSAG entities, restrictions on the sharing of VPI technical data with HSAG personnel, and any requirements for pre-approval of technology transfers by a government-appointed compliance monitor or oversight board.
Hourly Rate: $975 per hour (senior associate rate).
3.5.2 Christy Bauer
Name: Christy Bauer
Title: Working Associate, intellectual Property
Office: Calderwood & Harkness LLP, 1750 K Street NW, Suite 800, Washington, DC 20006
Bar Admissions: Maryland
Security Clearance Status: None. Ms. Bauer does not hold and has not held a U.S. government security clearance.
Background: Ms. Bauer is a working associate in the Firm's intellectual Property group. She holds a B.S. in Materials Science and Engineering from the University of Michigan and a J.D. from the University of Virginia School of Law. Ms. Bauer has experience in patent prosecution, IP due diligence, freedom-to-operate analyses, and technology licensing matters in the semiconductor and advanced materials sectors. She has assisted on several IP diligence projects for defense and technology-sector acquisitions.
Role on This Matter:
Ms. Bauer will support Mr. Siddiqui on the IP workstream. Her specific responsibilities are as follows:
(a) IP Diligence Support. Ms. Bauer will support Mr. Siddiqui on all aspects of the IP due diligence, including the review and cataloging of VPI's patent portfolio and the preparation of patent-by-patent summaries.
(b) ITAR/EAR Classification Review — IP Perspective. Ms. Bauer will review the ITAR and EAR classifications of VPI's products and technologies — including USML Category XI(a)(3) defense articles and ECCN 3A001, 3A991, and 3E001 dual-use components — from an IP perspective, identifying any patents or patent claims that cover technologies or products that are subject to export controls and assessing the implications of those controls for the post-closing IP transfer and licensing arrangements.
(c) Freedom-to-Operate Analysis. Ms. Bauer will conduct a freedom-to-operate and third-party IP risk analysis for VPI's GaN HEMT and mmWave amplifier product lines, identifying any third-party patents or other IP rights that may pose infringement risks and assessing the strength and scope of any potential claims.
(d) Government Rights Memorandum. Ms. Bauer will prepare a government rights in subject inventions memorandum, addressing Bayh-Dole Act compliance for VPI's government-funded inventions, including the current status of VPI's iEdison reporting obligations and any outstanding compliance deficiencies.
(e) Trade Secret Protection Measures. Ms. Bauer will analyze VPI's existing trade secret protection measures and recommend enhancements that may be necessary or advisable under the NSA and TCP framework, including additional physical and cybersecurity controls, personnel access restrictions, and information handling procedures.
(f) ITAR/EAR Reclassification Review. Ms. Bauer will identify items within VPI's product portfolio and IP portfolio that may require ITAR or EAR reclassification review following closing, in light of the change in VPI's ownership structure and any new export control requirements that may be imposed under an NSA or by DDTC in connection with the registration transfer.
Hourly Rate: $850 per hour (junior associate rate).
4. Reporting Structure and Coordination
Effective coordination among the various team members and workstreams is essential to the successful execution of this engagement. This section sets forth the reporting structure, coordination protocols, and client communication procedures that will govern the CFIUS and trade workstreams.
4.1 Overall Engagement Leadership
Beatrice Holloway, Responsible Partner (New York), retains overall responsibility for the engagement across all workstreams, including the core M&A workstream, the CFIUS/trade workstream, and the IP workstream. Ms. Holloway will make all final strategic decisions regarding the engagement, will approve all substantive client communications, and will serve as the senior relationship partner for the Client. James Prentice, Billing Partner (New York), serves as the billing partner for the engagement and will oversee all billing, budgeting, and fee management matters in coordination with Ms. Holloway and the workstream leads.
4.2 CFIUS/Trade Workstream Leadership
Margaret "Peggy" Ashworth, Of Counsel (Washington, DC), serves as the day-to-day lead for all CFIUS, government contracts, export controls, and international trade matters. Ms. Ashworth reports directly to Ms. Holloway on all matters relating to the CFIUS/trade workstreams and will keep Ms. Holloway apprised of all significant developments, strategic decisions, and potential issues. Lt. Col. (Ret.) David Caruso (Senior Counsel, Washington, DC) reports to Ms. Ashworth on the government contracts and export controls workstreams and will coordinate with Ms. Ashworth on all matters requiring integration of those workstreams with the broader CFIUS filing and NSA negotiation. Priya Venkataraman (Associate, Washington, DC) reports to both Ms. Ashworth and Lt. Col. (Ret.) Caruso, as described in Section 3.3 above. Kenneth Morales (Associate, New York) reports to Ms. Ashworth on CFIUS/trade workstream matters and to the core M&A deal team lead on M&A workstream matters, serving as the bridge between the two offices and the two workstreams.
4.3 IP Workstream Leadership
Omar Siddiqui, Lead Associate (Washington, DC), reports to Ms. Holloway on the IP workstream and will coordinate with Ms. Ashworth and Lt. Col. (Ret.) Caruso on matters involving government-funded intellectual property, NSA technology control issues, and the intersection of IP rights with export control classifications. Christy Bauer (Working Associate, Washington, DC) reports to Mr. Siddiqui.
4.4 Cross-Workstream Coordination
To ensure effective coordination among the New York and Washington, DC offices and across the various workstreams, the team will observe the following coordination protocols:
(a) Weekly Team Calls. A weekly team call will be held between the New York and Washington, DC offices, attended by Ms. Holloway, Ms. Ashworth, Lt. Col. (Ret.) Caruso, Ms. Venkataraman, Mr. Morales, and (upon execution of Amendment No. 1) Mr. Siddiqui. These calls will be used to review the status of each workstream, identify cross-workstream dependencies and issues, and coordinate upcoming deliverables and deadlines.
(b) CFIUS Milestone Tracker. Kenneth Morales will prepare, maintain, and circulate a weekly CFIUS milestone tracker to all team members. The tracker will list all pending and completed CFIUS and regulatory milestones, associated deadlines, responsible team members, and current status. The tracker will be updated promptly upon the occurrence of any milestone event.
(c) Ad Hoc Coordination. In addition to the weekly calls, team members are expected to communicate on an ad hoc basis as needed to address time-sensitive issues, share information, and coordinate on joint deliverables. Ms. Ashworth and Mr. Morales will be the primary coordinators of ad hoc communications between the Washington, DC and New York offices, respectively.
4.5 Client Communication
Primary client contacts for the engagement are:
• Stefan Lohse, General Counsel, Halcyon Semiconductor Aktiengesellschaft (LL.M., Georgetown University Law Center; admitted in New York and Germany) — primary day-to-day client contact for all legal and regulatory matters;
• Dr. Maximilian Ehrhardt, Chief Executive Officer, Halcyon Semiconductor Aktiengesellschaft — for board-level and strategic matters;
• Katarina Brückner, Chief Financial Officer, Halcyon Semiconductor Aktiengesellschaft — for board-level, financial, and budgetary matters.
All substantive client communications — including legal advice, strategic recommendations, status updates on the CFIUS process, and drafts of filings or submissions — are to be approved by either Beatrice Holloway or Peggy Ashworth before transmission to the Client. Routine administrative communications (such as scheduling, document requests, and data room access) may be sent by team members without prior approval, but should be copied to Ms. Ashworth or Mr. Morales for tracking purposes.
4.6 Coordination with Other Advisors
The engagement involves multiple external advisors to the Client and to VPI. The CFIUS/trade team will coordinate with the following advisors as needed:
(a) Schilling Frey Rechtsanwälte (Prof. Dr. Ulrich Schilling, Friedrichstraße 68, 10117 Berlin, Germany) — HSAG's German counsel, advising on German law issues, German regulatory approvals (including, if applicable, German foreign investment review under the Außenwirtschaftsgesetz ("AWG")), and HSAG corporate governance. Ms. Ashworth will coordinate with Prof. Dr. Schilling on any CFIUS or NSA matters that have implications for HSAG's obligations under German law.
(b) Ashgrove Capital Group (Philippe Beaumont, Managing Director, New York) — HSAG's financial advisor for the Transaction. The CFIUS/trade team may require valuation and deal economics inputs from Velthorn for use in CFIUS materials, including information regarding the purchase price allocation, synergy estimates, and business plan assumptions.
(c) Arbor & Greenfield LLP (Joan Greenfield, Denver) — VPI's independent auditor. Financial data required for CFIUS exhibits — including VPI's audited financial statements, revenue breakdowns by customer and product line, and backlog information — will be obtained through coordination with Arbor & Greenfield.
(d) Pemberton Kline LLP (Richard Pemberton, New York) — HSAG's transaction tax advisor. The CFIUS/trade team will coordinate with Pemberton Kline on tax structuring issues that may intersect with CFIUS and NSA compliance, including the tax implications of any structural modifications required by an NSA (such as the formation of a proxy board or the appointment of independent directors).
5. Anticipated Timeline and Key Milestones
The following timeline sets forth the anticipated key milestones for the CFIUS and trade workstreams. All dates are estimates based on the Firm's experience with CFIUS filings of comparable complexity and are subject to change based on the pace of the CFIUS review, the volume and nature of any RFIs, the Committee's determination regarding the need for an investigation phase, and the complexity of any NSA negotiations. The team will update this timeline as events unfold and will communicate any material changes to the Client promptly.
The above timeline assumes a filing date of July 14, 2023, with CFIUS acceptance approximately seven calendar days after filing. If the Committee determines that a 45-day investigation is warranted — which, as noted in Section 2.1, the Firm considers likely given the nature of VPI's business — the investigation phase would ex