Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / credit-agreement-spin-covenant-analysis.docx
credit-agreement-spin-covenant-analysis.docx
Parties
Harkness LLP
Gage LLP
Thornapple McCord LLP
Distributing Corp
Controlled Corp
Harrowgate Veldran Holdings LLC
Greystone Partners Fund III LP
Industrial Partners Fund II LP
Dates
August 2, 2022
September 20, 2019
May 15, 2022
June 7, 2019
August 3, 2022
December 31, 2021
August 22, 2022
June 28, 2022
July 28, 2022
August 4, 2022
Amounts
$40.00
$1,859,520,000
$1,100,000,000
$1.1
$295,000,000
$450,000,000
$1,550,000,000
$418,000,000
$1,550
$418
Obligations
The liabilities to be allocated to Meridian in the Contribution must be analyzed to ensure that they do not exceed this amount
However, if any refinancing structure requires Meridian to issue new debt and remit cash proceeds to Veldran, boot issues under § 355(a)(3)(B) would arise and must be carefully analyzed
Additionally, the aggregate liabilities assumed by Meridian in the Contribution must be monitored to ensure compliance with § 357(c)
If this changes during the course of negotiations with Ashfield National Bank and the lender syndicate, the § 355(e) analysis must be revisited
355-7(b)(2) and must be analyzed under the general facts-and-circumstances test
Summary of Open Items for Tax Opinion Purposes Based on the analysis set forth herein, the following items remain open and must be resolved before the tax analysis of the Credit Agreement mechanics can be finalized for purposes of the "should" level tax opinion: 1