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Vantage Mobility Systems Corp Finance & Banking 12 docs · open →

Document types detected

Contract / agreement6

Analysis / memo4

Engagement letter1

Other1

Parties across the matter

Borrower Vantage Mobility Systems CorpCalloway LLPConsolidated Net IncCounsel Vantage Mobility Systems CorpEmployee Retirement IncGreat Lakes Commercial Lending CorpHARKNESS LLPHarkness LLPVantage Mobility Systems Corp

Chronology

2025-12-31 · engagement-letter-vms.docx

… ring the term of this engagement unless the engagement extends beyond December 31, 2025. 4.2 Fee Cap Notwithstanding the hourly rate structure described in Section 4.1 above, th …

2025-09-30 · engagement-letter-vms.docx

… . In the event that (i) the closing of the Facility is delayed beyond September 30, 2025, or (ii) the scope of the engagement materially changes from that described in Section 1, …

2025-08-14 · closing-checklist.xlsx

2025-07-30 · closing-checklist.xlsx

2025-07-15 · closing-checklist.xlsx

2025-06-30 · closing-checklist.xlsx

… s' Counsel: | Hargrove, Stein & Calloway LLP Targeted Closing Date: | June 30, 2025 Prepared by: | Marcus Leung / Sophie Tremblay — Calderwood & Harkness LLP 1. | CREDIT AGR …

2025-06-30 · funds-flow-memorandum.xlsx

… p. Administrative Agent | Pinnacle National Bank, N.A. Closing Date | June 30, 2025 Prepared By | Calderwood & Harkness LLP Contact — Lead Associate | Marcus Leung, Calderwo …

2025-06-30 · officer-closing-certificate.docx

… ng Credit Facility Date: to be dated as of the Closing Date (targeted June 30, 2025) Capitalized terms used but not defined herein shall have the meanings assigned to such t …

2025-06-30 · engagement-letter-vms.docx

… the State of New York. The targeted closing date for the Facility is June 30, 2025, and the Firm will use commercially reasonable efforts to deliver its work product in a m …

2025-06-30 · deal-summary-memorandum.docx

… Agent and the Lenders, on May 27, 2025. The targeted closing date is June 30, 2025, with a maturity date of June 30, 2029, reflecting a four-year tenor. This memorandum is …

2025-06-30 · credit-agreement-draft.docx

… regate principal amount in excess of $5,000,000. "Closing Date" means June 30, 2025, or such other date as the Borrower and the Administrative Agent may agree in writing. "C …

2025-06-30 · credit-agreement-redline.docx

… regate principal amount in excess of $5,000,000 "Closing Date" means June 30, 2025, or such other date as the Borrower and the Administrative Agent may agree in writing. "C …

2025-06-30 · guarantee-and-collateral-agreement.docx

… AND COLLATERAL AGREEMENT to be dated as of the Closing Date (targeted June 30, 2025) among VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation, as Borrower, VMS TOOLING S …

2025-06-30 · intercreditor-agreement.docx

… INTERCREDITOR AGREEMENT To be dated as of the Closing Date (targeted June 30, 2025) by and between PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION as Administrative Agent and …

2025-06-30 · sponsor-limited-guarantee.docx

… LIMITED GUARANTEE To be dated as of the Closing Date (targeted June 30, 2025) by RIDGECREST AUTOMOTIVE HOLDINGS, LLC a Delaware limited liability company in favor of …

2025-06-28 · borrowers-counsel-legal-opinion.docx

… "Board Resolutions"), adopted by unanimous written consent effective June 28, 2025, authorizing the execution, delivery, and performance of the Credit Agreement and each of …

2025-06-27 · borrowers-counsel-legal-opinion.docx

… ), as certified by the Secretary of State of the State of Delaware on June 27, 2025; (ii) The Bylaws of Vantage Mobility Systems Corp., as amended through the date hereof (t …

2025-06-27 · closing-checklist.xlsx

2025-06-26 · borrowers-counsel-legal-opinion.docx

… by the Michigan Department of Licensing and Regulatory Affairs, dated June 26, 2025; (vi) The certificates of formation or organization and the operating agreements, article …

2025-05-27 · closing-checklist.xlsx

2025-05-27 · deal-summary-memorandum.docx

… LLP ("HSC"), counsel to the Administrative Agent and the Lenders, on May 27, 2025. The targeted closing date is June 30, 2025, with a maturity date of June 30, 2029, refle …

2025-05-27 · credit-agreement-draft.docx

… CREDIT AGREEMENT dated as of May 27, 2025 (Draft) among VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation, as Borrower, THE SU …

2025-05-27 · credit-agreement-redline.docx

… dated as of May 27, 2025 (Draft) among VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation, as Borrower, THE SU …

2025-05-19 · closing-checklist.xlsx

… : $850/hr. | VMS | Pending | 2025-06-30 | Per Engagement Letter dated May 19, 2025; Billing Partner: Ian Blackwood 9.5 | Fees and Expenses | Hargrove, Stein & Calloway LLP …

2025-05-19 · engagement-letter-vms.docx

… 22 Tel: (212) 554-7000 Fax: (212) 554-7001 www.calderwoodharkness.com May 19, 2025 VIA EMAIL AND OVERNIGHT DELIVERY Derek Wainwright, Esq. General Counsel Vantage Mobility …

2025-05-19 · deal-summary-memorandum.docx

… gement for this engagement is governed by the engagement letter dated May 19, 2025. C&H has agreed to a fee cap of $185,000, exclusive of disbursements. The applicable bill …

2025-05-16 · engagement-letter-vms.docx

… se of the Facility, as described in the commitment letter executed on May 16, 2025, is to finance tooling capital expenditures associated with new and replacement program l …

2025-03-31 · closing-checklist.xlsx

… 2022; existing first-lien term loan — $112,500,000 outstanding as of March 31, 2025). Acknowledged by VMS and each Subsidiary Guarantor. Governs lien priority (pari passu / …

2025-03-31 · officer-closing-certificate.docx

… facility with an outstanding principal balance of $112,500,000 as of March 31, 2025; or (b) any other Material Agreement (as defined in the Credit Agreement) or any other ma …

2025-03-31 · deal-summary-memorandum.docx

… in the compliance reporting process. B. Existing Indebtedness (as of March 31, 2025) VMS's existing funded indebtedness as of March 31, 2025 is summarized below: Existing Fi …

2025-03-31 · credit-agreement-draft.docx

… Capital Lease Obligations of the Borrower and its Subsidiaries as of March 31, 2025, were approximately $4,800,000, as more fully described in the disclosure schedules heret …

2025-03-31 · credit-agreement-redline.docx

… Capital Lease Obligations of the Borrower and its Subsidiaries as of March 31, 2025, were approximately $4,800,000, as more fully described in the disclosure schedules heret …

2025-03-31 · guarantee-and-collateral-agreement.docx

… rom time to time, under which the outstanding principal balance as of March 31, 2025 was approximately $112,500,000. "First-Tier Foreign Subsidiary" means VMS de México, S. d …

2024-12-31 · closing-checklist.xlsx

… on of all conditions precedent; (iv) no Material Adverse Effect since December 31, 2024; (v) pro forma compliance with financial covenants — Maximum Total Net Leverage Ratio of …

2024-12-31 · officer-closing-certificate.docx

… ERIAL ADVERSE EFFECT 4.1. The undersigned hereby certifies that since December 31, 2024 (the date of the most recent audited financial statements of the Borrower, as audited by …

2024-12-31 · deal-summary-memorandum.docx

… on VMS's consolidated financial statements for the fiscal year ended December 31, 2024. These financial statements serve as the baseline for the financial covenants and represe …

2023-01-15 · borrowers-counsel-legal-opinion.docx

… ogether with the Amended and Restated Operating Agreement dated as of January 15, 2023; (vii) Good standing certificates for each Subsidiary Guarantor from their respective jur …

2022-03-15 · borrowers-counsel-legal-opinion.docx

… Administrative Agent under the Existing Credit Agreement dated as of March 15, 2022 (the "Existing Credit Agreement"), among the Borrower, the lenders party thereto, and Pin …

2022-03-15 · closing-checklist.xlsx

… A. (as Administrative Agent under the Existing Credit Agreement dated March 15, 2022; existing first-lien term loan — $112,500,000 outstanding as of March 31, 2025). Acknowle …

2022-03-15 · officer-closing-certificate.docx

… e Closing Date, under: (a) the Existing Credit Agreement, dated as of March 15, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existi …