Smart scan
Point it at a matter: it detects document types, builds the chronology, and lists every party. Live.
Smart scan / 1027-00002
Pellegrino Capital Group
Funds
Document types detected
Analysis / memo6
Contract / agreement4
Engagement letter1
Other1
Parties across the matter
Among Ridgeline-Clarion Co-Invest GP LLCClarion Holdings Acquisition CorpCo-Invest LPCounsel Pellegrino Capital Group LLCDelaware LLCFirst Draft LPHARKNESS LLPHarkness LLPPELLEGRINO CAPITAL GROUP LLCPellegrino Capital Group LLCPratt LLPRidgeline Equity Management LLCRidgeline-Clarion Co-Invest GP LLCState Inc
Chronology
2026-01-30 · key-terms-summary-issues-memo.docx
… d form as of January 24, 2026. The target signing and closing date is January 30, 2026, with simultaneous signing and closing of the acquisition. Pellegrino should be prepared …
2026-01-30 · negotiation-tracker-memo.xlsx
… –17, 2026 Final Forms Agreed | January 24, 2026 Target Closing Date | January 30, 2026 Prepared By | Owen Fischer (Lead Associate) and Stephen Adler (Working Associate) Supervi …
2026-01-30 · tax-structuring-analysis-memo.docx
… be called at closing. The target closing date for the transaction is January 30, 2026. E. Co-Invest Vehicle Details The Co-Invest Vehicle, formally known as Ridgeline-Clarion …
2026-01-30 · closing-checklist.xlsx
… cretary of State | Hartwell Velmoran & Pratt LLP (Douglas W. Cheng) | January 30, 2026 | Received | January 22, 2026 | EIN: 93-4817265; Delaware limited partnership 2 | A. Form …
2026-01-30 · enforceability-opinion-letter.docx
… : (305) 728-6400 Facsimile: (305) 728-6401 www.calderwoodharkness.com January 30, 2026 Matter No.: 1027-00002 Ridgeline-Clarion Co-Invest GP LLC in its capacity as General Part …
2026-01-30 · funds-flow-memorandum.docx
… by Pellegrino Capital Group LLC in Ridgeline-Clarion Co-Invest, L.P. January 30, 2026 Prepared by: Calderwood & Harkness LLP 200 South Biscayne Boulevard, Suite 4100 Miami, FL …
2026-01-30 · co-invest-lpa-execution-version.docx
… NE-CLARION CO-INVEST, L.P. A Delaware Limited Partnership Dated as of January 30, 2026 Execution Version By and Among Ridgeline-Clarion Co-Invest GP LLC, as General Partner and …
2026-01-30 · co-invest-lpa-redline-markup.docx
… NE-CLARION CO-INVEST, L.P. A Delaware Limited Partnership Dated as of January 30, 2026 **** By and Among Ridgeline-Clarion Co-Invest GP LLC, as General Partner and The Limited …
2026-01-30 · investor-questionnaire-pellegrino.docx
… by: PELLEGRINO CAPITAL GROUP LLC A Delaware Limited Liability Company January 30, 2026 CONFIDENTIAL TREATMENT REQUESTED — This document contains confidential and proprietary in …
2026-01-30 · side-letter-pellegrino.docx
… Clarion Co-Invest GP LLC and Pellegrino Capital Group LLC Dated as of January 30, 2026 This Side Letter Agreement (this "Side Letter") is entered into as of January 30, 2026 (t …
2026-01-30 · subscription-agreement-pellegrino.docx
… r: Pellegrino Capital Group LLC Capital Commitment: $25,000,000 Date: January 30, 2026 CONFIDENTIAL — THIS SUBSCRIPTION AGREEMENT AND THE INFORMATION CONTAINED HEREIN ARE CONFI …
2026-01-29 · funds-flow-memorandum.docx
… ount details set forth herein no later than 5:00 p.m. Eastern Time on January 29, 2026. Any discrepancies, corrections, or updates to the wire instructions contained in this Me …
2026-01-28 · closing-checklist.xlsx
… Pratt LLP / Calderwood & Harkness LLP | January 30, 2026 | Executed | January 28, 2026 | Escrow agent: Continental Fiduciary Services, Inc.; release conditions tied to satisfac …
2026-01-28 · enforceability-opinion-letter.docx
… LLC, issued by the Secretary of State of the State of Delaware, dated January 28, 2026 (the "Good Standing Certificate"); 7. Certificate of Authorization and Resolutions of th …
2026-01-24 · key-terms-summary-issues-memo.docx
… Harkness LLP DATE: December 18, 2025 (initial draft); updated through January 24, 2026 (reflecting final agreed forms) RE: Summary of Key Negotiated Terms and Issues — Limited …
2026-01-24 · negotiation-tracker-memo.xlsx
… 5,000,000 co-invest vehicle) Negotiation Period | November 25, 2025 – January 24, 2026 First Draft LPA Received | November 25, 2025 (from Hartwell Velmoran & Pratt LLP) C&H Ini …
2026-01-24 · closing-checklist.xlsx
… uted) | Hartwell Velmoran & Pratt LLP | January 30, 2026 | Received | January 24, 2026 4 | A. Formation & Organizational Documents | Certificate of Formation / Operating Agreem …
2026-01-24 · funds-flow-memorandum.docx
… ds flow memorandum dated January 17, 2026 and the revised draft dated January 24, 2026, and is effective as of the Closing Date. In the event of any conflict between this Memor …
2026-01-23 · closing-checklist.xlsx
… erwood & Harkness LLP (Stephen Adler) | January 30, 2026 | Received | January 23, 2026 14 | D. Certificates & Good Standing | Good Standing Certificate — Pellegrino Capital Gro …
2026-01-22 · closing-checklist.xlsx
… lmoran & Pratt LLP (Douglas W. Cheng) | January 30, 2026 | Received | January 22, 2026 | EIN: 93-4817265; Delaware limited partnership 2 | A. Formation & Organizational Documen …
2026-01-20 · closing-checklist.xlsx
… Corp. | Hartwell Velmoran & Pratt LLP | January 30, 2026 | Received | January 20, 2026 | Delaware corporation; EIN: 93-4820119 6 | B. Transaction Documents | Amended and Restat …
2026-01-17 · key-terms-summary-issues-memo.docx
… through a series of negotiation calls conducted between January 6 and January 17, 2026 with Hartwell Velmoran & Pratt LLP (Douglas W. Cheng, Partner, and Meredith L. Tanaka, As …
2026-01-17 · negotiation-tracker-memo.xlsx
… independent valuation upon LPAC request at vehicle expense | Agreed | January 17, 2026 | O. Fischer [sheet: Side Letter Tracker] Item # | Side Letter Provision | Initial C&H Dr …
2026-01-17 · funds-flow-memorandum.docx
… he Transaction, including the preliminary funds flow memorandum dated January 17, 2026 and the revised draft dated January 24, 2026, and is effective as of the Closing Date. In …
2026-01-16 · negotiation-tracker-memo.xlsx
… tion Corp., on same price, terms, and conditions, pro rata | Agreed | January 16, 2026 | O. Fischer 14 | Transfers — Drag-Along Rights | Section 8.3 | Drag-along rights of GP / …
2026-01-16 · closing-checklist.xlsx
… Ridgeline-Clarion Co-Invest GP LLC / Hartwell Velmoran & Pratt LLP | January 16, 2026 | Received | January 16, 2026 | 10 business days' prior written notice required; funding …
2026-01-15 · negotiation-tracker-memo.xlsx
… er 60-day cure period); requires 75% LP vote by commitment | Agreed | January 15, 2026 | O. Fischer 10 | Capital Calls — Mechanics | Section 3.1 | Capital call notice period an …
2026-01-15 · closing-checklist.xlsx
… er & Associates LLP (Robert K. Anand) | January 30, 2026 | Received | January 15, 2026 | Tax status, ERISA representations, FATCA/CRS, OFAC/AML certifications, beneficial owner …
2026-01-15 · funds-flow-memorandum.docx
… apital call notice delivered by Ridgeline-Clarion Co-Invest GP LLC on January 15, 2026, with ten (10) business days' prior written notice in compliance with Section 3.1(a) of t …
2026-01-14 · negotiation-tracker-memo.xlsx
… gger, investment period suspended pending majority LP vote | Agreed | January 14, 2026 | O. Fischer 9 | Governance — Removal of GP | Section 7.4 | Ability of LPs to remove GP f …
2026-01-13 · negotiation-tracker-memo.xlsx
… interest, tested and payable at liquidation of the vehicle | Agreed | January 13, 2026 | O. Fischer 6 | Economics — Distribution Waterfall | Section 5.5 | Order of distribution …
2026-01-10 · negotiation-tracker-memo.xlsx
… ounded quarterly; whole-fund (aggregate) carry calculation | Agreed | January 10, 2026 | O. Fischer 2 | Economics — Preferred Return | Section 5.1(b) | Preferred return rate an …
2026-01-10 · closing-checklist.xlsx
… kness LLP / Pellegrino (Adriana Voss) | January 30, 2026 | Received | January 10, 2026 | Beneficial owner: Marco A. Pellegrino, Founder & Managing Member 12 | D. Certificates & …
2026-01-09 · negotiation-tracker-memo.xlsx
… | 0% management fee for the life of the co-invest vehicle | Agreed | January 9, 2026 | O. Fischer 4 | Economics — Organizational Expenses | Section 5.3 | Cap on organizationa …
2026-01-08 · negotiation-tracker-memo.xlsx
… orne pro rata by co-investors based on capital commitments | Agreed | January 8, 2026 | S. Adler 5 | Economics — GP Clawback | Section 5.4 | GP obligation to return excess car …
2026-01-07 · negotiation-tracker-memo.xlsx
… nitial investment only, no follow-on commitment obligation | Agreed | January 7, 2026 | O. Fischer 23 | Indemnification | Section 12.1 | Indemnification of GP and its affiliat …
2026-01-03 · tax-structuring-analysis-memo.docx
… thorized recipients is strictly prohibited. INTERNAL MEMORANDUM Date: January 3, 2026 To: Nicholas Stern, Partner, Funds & Asset Management, Calderwood & Harkness LLP From: Ow …
2026-01-03 · closing-checklist.xlsx
… 2025 | Coordinated with Calderwood & Harkness tax analysis memo dated January 3, 2026 26 | G. Tax & Regulatory | Calderwood & Harkness Tax Analysis Memo (UBTI, FIRPTA, state t …
2025-12-20 · tax-structuring-analysis-memo.docx
… uld be read in conjunction with, the tax structuring memorandum dated December 20, 2025, prepared by Whitfield Greer & Associates LLP (Robert K. Anand, CPA, Engagement Partner), …
2025-12-20 · closing-checklist.xlsx
… Associates LLP (Robert K. Anand) | Whitfield Greer & Associates LLP | December 20, 2025 | Received | December 20, 2025 | Coordinated with Calderwood & Harkness tax analysis memo …