Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / change-of-control-analysis.docx
change-of-control-analysis.docx
Parties
Harkness LLP
Private Equity Fund IV LP
Delaware General Corp
Omnibus Equity Inc
Harmon LLP
Dunmore Capital Markets LLC
Crestline Tax Advisors LLC
Dates
March 26, 2025
April 7, 2025
February 10, 2025
March 25, 2025
January 31, 2025
June 15, 2021
March 1, 2023
October 31, 2024
April 1, 2022
January 15, 2024
Amounts
$15.95
$980,000,000
$175,000,000
$15,000,000
$47,000,000
$128,000,000
$490,000,000
$150,000,000
$11,959,375
$925,000
Obligations
However, because three of the four executives (Langford, Simmons, and Dunn) are expected to roll over equity into the surviving entity and continue in their roles post-closing, the practical likelihood that all four double-trigger severance provisions will be activated is considered to be low — though the contingent liabilities must be accounted for in the Transaction's financial modeling and disclosed in appropriate Transaction documents
The definition includes a notice-and-cure mechanism (30-day notice, 30-day cure period, and resignation must occur within 90 days following the expiration of the cure period)
The Rollover Agreement must clearly specify whether Ms
The specific formulation varies from lease to lease, but the typical provision states that any transfer, sale, or other disposition of 50% or more of the voting interests in the tenant (whether in a single transaction or a series of related transactions), or any merger, consolidation, or reorganization of the tenant, shall constitute a "Transfer" (or "Assignment") requiring landlord consent
If the landlord exercises the recapture right, the lease terminates (typically 60 to 90 days following the landlord's exercise notice), and the tenant is required to vacate the premises and surrender possession
The lease provides that the landlord's consent "shall not be unreasonably withheld, conditioned, or delayed," which is a favorable standard for the tenant