Smart scan

Point it at a matter: it detects document types, builds the chronology, and lists every party. Live.

Smart scan / 1001-00005

Ardent Capital Partners M&A / Corporate 12 docs · open →

Document types detected

Contract / agreement5

Analysis / memo3

Other2

Engagement letter1

Correspondence1

Parties across the matter

ARDENT CAPITAL GP III LLCARDENT CAPITAL PARTNERS III LPArdent Capital GP III LLCArdent Capital Partners III LPDelaware General CorpFederal Deposit Insurance CorpGeneral CorpHARKNESS LLPHarkness LLPLantern Hill Advisory LLCLiddell CPAs LLPNo IncPrestige Corporate Services LLCSato LLP

Chronology

2023-01-26 · client-letter-outside-date-lapse.docx

… Law 1301 Avenue of the Americas, 40th Floor New York, New York 10019 January 26, 2023 Tomás Iglesias, Principal Ardent Capital Partners III LP 590 Madison Avenue, 38th Floor N …

2023-01-25 · client-letter-outside-date-lapse.docx

… Capital Partners III LP ("Ardent") that the extended Outside Date of January 25, 2023, as established under the Agreement and Plan of Merger dated April 25, 2022 (as amended b …

2023-01-25 · outside-date-extension-agreement.docx

… he Parties desire to extend the Outside Date from October 25, 2022 to January 25, 2023 in order to permit additional time for the Parties to evaluate their respective options w …

2023-01-08 · client-letter-outside-date-lapse.docx

… e that commitment fees for the final quarter (October 8, 2022 through January 8, 2023) have been invoiced or will be invoiced shortly. In the event that Ardent elects to reviv …

2022-12-31 · engagement-letter-ardent-cp-iii.docx

… e of such adjustment. In the event that the engagement extends beyond December 31, 2022, the rates applicable for services rendered in subsequent calendar years will be the Firm …

2022-10-25 · termination-rights-analysis-memo.docx

… losing of the merger (the "Closing") must occur — is currently set at October 25, 2022, which is 180 days from the date of signing. The Vote Failure. The stockholder vote condu …

2022-10-25 · client-letter-outside-date-lapse.docx

… riginally executed on April 25, 2022, provided for an Outside Date of October 25, 2022 — a period of 180 days from the date of execution. Under the terms of the Merger Agreemen …

2022-10-25 · dormancy-status-memo.docx

… ensitive issue requiring attention is the approaching Outside Date of October 25, 2022, which is only forty (40) days from the date of this memorandum. If neither party takes a …

2022-10-25 · outside-date-extension-agreement.docx

… e closing of the Merger (the "Closing") has not occurred on or before October 25, 2022 (the "Outside Date"), subject to the condition that the Party seeking to terminate shall …

2022-10-25 · voting-and-support-agreement.docx

… ded pursuant to the terms of the Merger Agreement, which is initially October 25, 2022). "Merger Agreement" means that certain Agreement and Plan of Merger, dated as of April 2 …

2022-10-20 · client-letter-outside-date-lapse.docx

… n of Merger dated April 25, 2022 (as amended by Amendment No. 1 dated October 20, 2022) (the "Merger Agreement"), among Ardent Capital Partners III LP, CRFH Acquisition Sub, In …

2022-10-20 · outside-date-extension-agreement.docx

… AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Dated as of October 20, 2022 by and among ARDENT CAPITAL PARTNERS III LP (a Delaware limited partnership) CRFH ACQUISI …

2022-10-08 · client-letter-outside-date-lapse.docx

… nts remain. We anticipate that commitment fees for the final quarter (October 8, 2022 through January 8, 2023) have been invoiced or will be invoiced shortly. In the event tha …

2022-09-15 · dormancy-status-memo.docx

… sitions FROM: Megan Chu, Lead Associate, Mergers & Acquisitions DATE: September 15, 2022 RE: Dormancy Classification — Matter No. 1001-00005; Ardent Capital Partners III LP — Pro …

2022-09-07 · dormancy-status-memo.docx

… glesias indicated informally during a brief telephone conversation on September 7, 2022 that the Ardent investment committee was "still evaluating" the situation, but he provide …

2022-08-30 · termination-rights-analysis-memo.docx

… hout the requisite approval. The reconvene date was initially set for August 30, 2022, providing an approximately four-week window for the parties to assess their options and …

2022-08-30 · client-letter-outside-date-lapse.docx

… adjourned on August 5, 2022, with a reconvene date initially set for August 30, 2022. However, on August 26, 2022, the parties agreed by mutual consent to postpone the reconv …

2022-08-30 · dormancy-status-memo.docx

… llowing the failed vote, the parties agreed to adjourn the meeting to August 30, 2022, but subsequently postponed the reconvened meeting indefinitely on August 26, 2022, witho …

2022-08-26 · client-letter-outside-date-lapse.docx

… with a reconvene date initially set for August 30, 2022. However, on August 26, 2022, the parties agreed by mutual consent to postpone the reconvened meeting indefinitely. Si …

2022-08-26 · dormancy-status-memo.docx

… e fact that no substantive activity has occurred on this matter since August 26, 2022, when the adjourned special meeting of CRFH stockholders was postponed indefinitely by mu …

2022-08-26 · outside-date-extension-agreement.docx

… ly postponed indefinitely by mutual written consent of the Parties on August 26, 2022; WHEREAS, the Parties desire to extend the Outside Date from October 25, 2022 to January …

2022-08-10 · termination-rights-analysis-memo.docx

… ners III LP, 590 Madison Avenue, 38th Floor, New York, NY 10022 DATE: August 10, 2022 RE: Termination Rights, Fee Obligations, and Strategic Options Following Failed Stockhold …

2022-08-05 · termination-rights-analysis-memo.docx

… ons and motivations are not publicly known. D. Meeting Adjournment On August 5, 2022, following consultations between counsel for the respective parties — Calderwood & Harkne …

2022-08-05 · client-letter-outside-date-lapse.docx

… Following the inconclusive vote, the Special Meeting was adjourned on August 5, 2022, with a reconvene date initially set for August 30, 2022. However, on August 26, 2022, th …

2022-08-05 · outside-date-extension-agreement.docx

… and Section 251(c) of the DGCL. The Special Meeting was adjourned on August 5, 2022 to permit additional solicitation of proxies, and was subsequently postponed indefinitely …

2022-08-03 · termination-rights-analysis-memo.docx

… , and its managing director, Francis Delacroix, issued a statement on August 3, 2022 indicating that Tidewater believed the $4.75 per share offer "materially undervalues Cora …

2022-08-02 · termination-rights-analysis-memo.docx

… pitality Group, Inc. ("Coral Reef," "CRFH," or the "Company") held on August 2, 2022, and to present strategic options for Ardent's consideration in light of that outcome. We …

2022-08-02 · client-letter-outside-date-lapse.docx

… tanding. A special meeting of Coral Reef stockholders was convened on August 2, 2022 for the purpose of voting on the adoption of the Merger Agreement and the approval of the …

2022-08-02 · dormancy-status-memo.docx

… tual consent of the parties. The original special meeting was held on August 2, 2022, and the merger proposal failed to receive the requisite stockholder approval by a shortf …

2022-08-02 · outside-date-extension-agreement.docx

… any (the "Special Meeting") was duly called, noticed, and convened on August 2, 2022 for the purpose of considering and voting upon a proposal to adopt the Merger Agreement ( …

2022-07-08 · termination-rights-analysis-memo.docx

… to vote at, the Special Meeting was established as June 24, 2022. • July 8, 2022: The definitive proxy statement was filed with the SEC and mailing to stockholders of rec …

2022-07-08 · client-letter-outside-date-lapse.docx

… ent amount ($50,000 annually), payable quarterly in arrears beginning July 8, 2022. Critically, the Pinnacle commitment letter contained a sunset provision that was express …

2022-07-08 · dormancy-status-memo.docx

… g of stockholders to be held for the purpose of approving the merger. July 8, 2022 — Definitive Proxy Filed; Proxy Solicitor Engaged. Coral Reef filed the definitive proxy …

2022-06-24 · termination-rights-analysis-memo.docx

… arding the negotiation process, and revised financial projections. • June 24, 2022: The record date for the determination of stockholders entitled to notice of, and to vote …

2022-06-24 · dormancy-status-memo.docx

… rporating the revisions responsive to the SEC staff's comment letter. June 24, 2022 — Record Date Set. The board of directors of Coral Reef established June 24, 2022 as the …

2022-06-17 · termination-rights-analysis-memo.docx

… ment of certain projections furnished by the Company's management. • June 17, 2022: Coral Reef filed a revised preliminary proxy statement in response to the SEC Staff's co …

2022-06-17 · dormancy-status-memo.docx

… se letter was reviewed and approved by the parties before submission. June 17, 2022 — Revised Preliminary Proxy Filed. Coral Reef filed a revised preliminary proxy statement …

2022-06-17 · sec-comment-response-letter-draft.docx

… nt") incorporating the revisions described in this letter on or about June 17, 2022. All capitalized terms used but not otherwise defined in this letter have the meanings as …

2022-06-14 · dormancy-status-memo.docx

… n, the background of the transaction, and certain disclosure matters. June 14, 2022 — Draft Response to SEC Comments. Calderwood & Harkness LLP, in coordination with Whitfie …

2022-06-14 · sec-comment-response-letter-draft.docx

… TALITY GROUP, INC. 2400 Bayshore Boulevard, Suite 300 Tampa, FL 33629 June 14, 2022 VIA EDGAR CORRESPONDENCE FILING Division of Corporation Finance Office of Mergers & Acqui …