Simone,
I hope you had a good weekend. I am writing on behalf of our client, Cascade Retail Holdings Inc. ("Cascade"), and Calderwood & Harkness LLP in connection with Cascade's proposed acquisition of 100% of the outstanding capital stock of NovaMart Global Inc. ("NovaMart"). As you know, the parties executed the Letter of Intent on February 14, 2025, and we are now moving to commence the due diligence process in accordance with the terms set forth therein.
**Due Diligence Request List**
Attached please find the comprehensive due diligence request list prepared by Calderwood & Harkness on behalf of Cascade, dated February 17, 2025 (the "Request List"). The Request List covers the following subject areas: corporate organization and capitalization; financial statements; tax; intellectual property; real property; environmental; employment and benefits; litigation and regulatory; commercial contracts; insurance; and data privacy and cybersecurity. The list is organized by category for ease of reference, and each individual request has been numbered for tracking purposes throughout the diligence process.
I would note that the Request List includes requests relating to NovaMart's material commercial agreements, including any change of control provisions, which will be relevant to identifying third-party consent requirements in connection with the transaction. The requests also cover NovaMart's existing credit facility with Ashford Savings Bank, N.A., which the parties anticipate will be repaid at closing.
**Data Room Access**
We would appreciate it if Calloway, Brandt & Loewe and NovaMart could provide access to the virtual data room for the Calderwood & Harkness and Cascade diligence teams at your earliest convenience. When available, please send login credentials and any applicable user protocols or guidelines to me directly. The following individuals will need initial access:
- Harrison Wexford — Partner, Calderwood & Harkness LLP - Derek Okonkwo — Associate, Calderwood & Harkness LLP - Tiffany Rosenthal — Associate, Calderwood & Harkness LLP - Elena Vasquez-Bright — General Counsel, Cascade Retail Holdings Inc. - Theodore "Ted" Langford — SVP, Corporate Development, Cascade Retail Holdings Inc.
Additionally, members of Calderwood & Harkness's tax group (Sylvia Hartwell) and antitrust group (Howard Bellamy) will need data room access as the review progresses. I will send a separate request with their details and any required information. Cascade's outside accounting and tax advisor, Whitmore & Paige LLP (Sandra Chiu's team), will also require access, and we will follow up separately with their names and contact information.
**Clean Team / Antitrust Protocol**
As you may be aware, a Clean Team / Antitrust Protocol Agreement is currently being finalized between Cascade and NovaMart. The protocol has been drafted jointly by Howard Bellamy of our firm and Gabriela Montoya of Whitfield & Crane LLP, Cascade's outside antitrust counsel, and we expect it to be executed tomorrow, February 18. Once the protocol is in place, we would ask that any competitively sensitive materials in the data room be segregated or otherwise flagged in accordance with the agreed-upon clean team procedures.
**Timing and Next Steps**
Given the transaction timeline, we are eager to begin reviewing materials as soon as practicable. Cascade and Calderwood & Harkness anticipate an active diligence period and are committed to completing our review efficiently. To that end, we would be grateful if NovaMart could begin populating the data room with responsive documents as soon as possible. If it would be helpful to discuss prioritization of particular categories, we are happy to do so.
We would also welcome the opportunity to schedule a call later this week between the diligence teams at Calderwood & Harkness and Calloway, Brandt & Loewe to discuss the Request List, data room logistics, and any initial questions regarding scope or timing. Please let me know what days and times work on your end, and I will circulate an invitation.
Thank you, Simone. Please do not hesitate to reach out if you or your team have any questions about the attached Request List or anything else at this stage. We look forward to working with you and the NovaMart team throughout this process.
Best regards,
Derek Okonkwo Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022 D: (212) 554-7183 E: dokonkwo@calderwoodharkness.com
Attachment: NovaMart Global Inc. — Due Diligence Request List (February 17, 2025) [due-diligence-request-list.docx]
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