SC 13E3

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT

UNDER SECTION 13(E) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

Manning & Napier, Inc.

(Name of the Issuer)

 

 

Manning & Napier, Inc.

Manning & Napier Group, LLC

James Morrow

Callodine Group, LLC

Callodine Aggregator, LLC

Callodine MN Holdings, Inc.

Callodine Midco, Inc.

Callodine Merger Sub, Inc.

Callodine Merger Sub, LLC

Marc O. Mayer

(Names of Persons Filing Statement)

Class A Common Stock, par value $0.01 per share

Class B Common Stock, par value $0.01 per share

(Title of Class of Securities)

56382Q102

(CUSIP Number of Class of Securities)

 

 

 

Manning & Napier, Inc.

Manning & Napier Group, LLC
290 Woodcliff Drive
Fairport, New York 14450
(585) 325-6880
Attn: Sarah Turner

 

James Morrow

Callodine Group, LLC

Callodine Aggregator, LLC

Callodine MN Holdings, Inc.

Callodine MidCo, Inc.

Callodine Merger Sub, Inc.

Callodine Merger Sub, LLC
Two International Place, Suite 1830
Boston, MA 02110
(617) 880-7480
Attn: Austin McClintock

  Marc O. Mayer
290 Woodcliff Drive
Fairport, New York 14450
(585) 325-6880

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

With copies to

 

Karen Dewis

Stephen Ballas
Sidley Austin LLP

1501 K Street, N.W.

Washington, D.C. 20005
(212) 839-5300

 

Dennis Friedman
Andrew Kaplan
Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

(212) 351-4000

This statement is filed in connection with (check the appropriate box):

 

a. 

    The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934 (“the Act”).

b. 

    The filing of a registration statement under the Securities Act of 1933.

c. 

    A tender offer.

d. 

    None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this Transaction Statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.

 

 

 


INTRODUCTION

This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13E-3” or “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, including Rule 13e-3, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Manning & Napier, Inc. (the “Company”), a Delaware corporation and the issuer of the Class A common stock, par value $0.01 per share (the “Class A Common Stock”), and the Class B common stock, par value $0.01 per share (the “Class B Common Stock”, and together with the Class A Common Stock, the “Shares”), that is subject to the Rule 13e-3 transaction, (ii) Manning & Napier Group, LLC, a Delaware limited liability company (“Group LLC”) and a subsidiary of the Company, (iii) James Morrow, who is the managing member of Callodine Group, LLC, a Delaware limited liability company (“Callodine Group”), (iv) Callodine Group, (v) Callodine Aggregator, LLC, a Delaware limited liability company (“Callodine Aggregator”) controlled by Callodine Group, (vi) Callodine MN Holdings, Inc., a Delaware corporation (“TopCo”) controlled by and a subsidiary of Callodine Aggregator, (vii) Callodine Midco, Inc., a Delaware corporation (“Parent”) and a wholly-owned subsidiary of TopCo, (viii) Callodine Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Corp Merger Sub”), (ix) Callodine Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Corp Merger Sub (“LLC Merger Sub” and together with Corp Merger Sub, the “Merger Subs”), and (x) Marc O. Mayer, chief executive officer and chairman of the board of directors of the Company. Mr. Morrow, Callodine Aggregator, TopCo, Parent and the Merger Subs are affiliates of Callodine Group, and are referred to collectively in this Transaction Statement as the “Callodine Persons”. The Callodine Persons, together with Mr. Mayer, are Filing Persons of this Transaction Statement, together with the Company and Group LLC, because the Callodine Persons may be deemed to be affiliates of the Company under SEC rules governing Rule 13e-3 “going-private” transactions.

On March 31, 2022, the Company, Group LLC, Parent and Merger Subs entered into an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), which provides for, among other things, Corp Merger Sub to be merged with and into the Company (the “Company Merger”), with the Company surviving the Company Merger as a wholly owned subsidiary of Parent, LLC Merger Sub to be merged with and into Group LLC (the “LLC Merger” and together with the Company Merger, the “Mergers”), with Group LLC surviving such LLC Merger as a wholly owned subsidiary of the Company. The Mergers and Merger Agreement have been approved by the managing member of Callodine Group, the board of directors of the Company (with Mr. Mayer recused) and the managing member and majority equityholder of Group LLC. Concurrently with the filing of this Schedule 13E-3, the Company is filing with the SEC a preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act relating to a special meeting of the stockholders of the Company at which the stockholders of the Company will consider and vote upon a proposal to approve and adopt the Merger Agreement. The adoption of the Merger Agreement will require the affirmative vote of the holders of a majority of the outstanding Shares, voting together as a single class. A copy of the Proxy Statement is attached hereto as Exhibit (a)(2)(i). A copy of the Merger Agreement is attached as Annex A to the Proxy Statement and is incorporated herein by reference.

Under the terms of the Merger Agreement, if the Company Merger is completed, each Share, other than as provided below, will be converted into the right to receive $12.85 in cash (the “Merger Consideration”), without interest and less applicable withholding taxes. The following Shares will not however be converted into the right to receive the Merger Consideration: (i) 175,902 shares of Class A Common Stock and options to purchase 500,000 shares of Class A Common Stock held by Mr. Mayer (the “Rollover Stockholder”) who will, pursuant to the terms of a rollover agreement with TopCo dated as of March 31, 2022 exchange such Shares and options for equity interests of TopCo subject to the terms and conditions of the rollover agreement; (ii) shares held by Parent or Merger Subs (or any of their respective subsidiaries) or in the treasury of the Company at the closing of the Company Merger; and (iii) shares held by a stockholder who properly exercises and perfects appraisal of his, her or its shares under Section 262 of the General Corporation Law of the State of Delaware, a copy of which is attached as Annex F to the Proxy Statement and incorporated herein by reference. Other employees of the


Company may also enter into rollover agreements with TopCo (similar to Mr. Mayer’s rollover agreement) with respect to their Shares after the filing of this Transaction Statement and prior to the closing of the Mergers.

The Mergers remain subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including the approval and adoption of the Merger Agreement by the Company’s stockholders.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all appendices thereto, is incorporated in its entirety herein by reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the appendices thereto.

As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion and/or amendment. This Schedule 13E-3 will be amended to reflect such completion or amendment of the Proxy Statement. Capitalized terms used but not defined in this Schedule 13E-3 shall have the respective meanings given to them in the Proxy Statement.

The information concerning a Filing Person contained in, or incorporated by reference into, this Schedule 13E-3 and the Proxy Statement was supplied by such Filing Person and by no other Filing Person. No Filing Person is responsible for the accuracy of any information supplied by any other Filing Person.

While each of the Filing Persons acknowledges that the Merger is a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any such Filing Person or its affiliate.

 

Item 1.

Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

 

Item 2.

Subject Company Information

(a) Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“PARTIES TO THE MERGERS – The Company”

(b) Securities. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“INFORMATION ABOUT THE SPECIAL MEETING – Record Date and Quorum”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Market Price of Shares and Dividends”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Security Ownership of Certain Beneficial Owners and Management”


(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Market Price of Shares and Dividends”

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Market Price of Shares and Dividends”

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Prior Public Offerings”

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Certain Transactions in the Company Common Stock”

 

Item 3.

Identity and Background of Filing Person

(a) – (c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. Manning & Napier, Inc. is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“PARTIES TO THE MERGERS”

“OTHER INTERESTED PARTIES IN THE MERGERS”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY”

 

Item 4.

Terms of the Transaction

(a)(1) Tender Offers. Not Applicable.

(a)(2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Purpose and Reasons of the Company for the Merger; Recommendation of the Company; Fairness of the Company Merger”

“SPECIAL FACTORS – Position of the Callodine Filing Persons as to the Fairness of the Company Merger”

“SPECIAL FACTORS – Purposes and Reasons of the Callodine Filing Persons for the Company Merger”


“SPECIAL FACTORS – Position of the Rollover Holder as to the Fairness of the Company Merger”

“SPECIAL FACTORS – Purpose and Reasons of the Rollover Holder for the Company Merger”

“SPECIAL FACTORS – Plans for the Company After the Mergers”

“SPECIAL FACTORS – Certain Effects of the Mergers”

“SPECIAL FACTORS – Interests of Executive Officers and Directors of the Company in the Mergers”

“SPECIAL FACTORS – Material U.S. Federal Income Tax Consequences of the Company Merger”

“SPECIAL FACTORS – Financing of the Mergers”

“SPECIAL FACTORS – Accounting Treatment”

“INFORMATION ABOUT THE SPECIAL MEETING – Vote Required and Board Recommendation”

“THE MERGER AGREEMENT”

Annex A – Merger Agreement

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Plans for the Company After the Mergers”

“SPECIAL FACTORS – Certain Effects of the Mergers”

“SPECIAL FACTORS – Interests of Executive Officers and Directors of the Company in the Mergers”

“SPECIAL FACTORS – Support Agreement”

“SPECIAL FACTORS – Rollover Agreement”

“THE MERGER AGREEMENT – Treatment of Equity Compensation Awards”

“THE MERGER AGREEMENT – Employment and Employee Benefits Matters; Other Plans”

“MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS (THE NON-BINDING NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION PROPOSAL – PROPOSAL 2)”

Annex A – Merger Agreement

Annex B – Support Agreements

Annex C – Rollover Agreement

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Appraisal Rights”


“THE MERGER AGREEMENT – Considerations to Be Received in the Merger – Dissenting Shares”

Annex A – Merger Agreement

Annex F – Section 262 of the General Corporation Law of the State of Delaware

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Purpose and Reasons of the Company for the Merger; Recommendation of the Company; Fairness of the Company Merger”

“SPECIAL FACTORS – Provisions for Unaffiliated Stockholders”

(f) Eligibility for Listing or Trading. Not Applicable.

 

Item 5.

Past Contracts, Transactions, Negotiations and Agreements

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Interests of Executive Officers and Directors of the Company in the Mergers”

“THE MERGER AGREEMENT”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Certain Transactions in the Company Common Stock”

“WHERE YOU CAN FIND MORE INFORMATION”

Annex A – Merger Agreement

(b) Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Plans for the Company After the Mergers”

“SPECIAL FACTORS – Certain Effects of the Mergers”

“SPECIAL FACTORS – Interests of Executive Officers and Directors of the Company in the Mergers”

“SPECIAL FACTORS – Financing of the Mergers”

“SPECIAL FACTORS – Limited Guarantee”


“SPECIAL FACTORS – Support Agreements”

“SPECIAL FACTORS – Rollover Agreement”

“THE MERGER AGREEMENT”

“MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS (THE NON-BINDING NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION PROPOSAL – PROPOSAL 2)”

Annex A – Merger Agreement

Annex B – Support Agreements

Annex C – Rollover Agreement

(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Interests of Executive Officers and Directors of the Company in the Mergers”

“MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS (THE NON-BINDING NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION PROPOSAL – PROPOSAL 2)”

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Plans for the Company After the Mergers”

“SPECIAL FACTORS – Certain Effects of the Mergers”

“SPECIAL FACTORS – Interests of Executive Officers and Directors of the Company in the Mergers”

“SPECIAL FACTORS – Intent of the Directors and Executive Officers to Vote in Favor of the Company Merger”

“SPECIAL FACTORS – Financing of the Mergers”

“SPECIAL FACTORS – Limited Guarantee”

“SPECIAL FACTORS – Support Agreements”

“SPECIAL FACTORS – Rollover Agreement”

“THE MERGER AGREEMENT”

“MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS (THE NON-BINDING NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION PROPOSAL – PROPOSAL 2)”


“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Certain Transactions in the Company Common Stock”

“WHERE YOU CAN FIND MORE INFORMATION”

Annex A – Merger Agreement

Annex B – Support Agreements

Annex C – Rollover Agreement

 

Item 6.

Purposes of the Transaction and Plans or Proposals

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Plans for the Company After the Mergers”

“SPECIAL FACTORS – Certain Effects of the Mergers”

“SPECIAL FACTORS – Payment of Merger Consideration” “THE MERGER AGREEMENT”

“DELISTING AND DEREGISTRATION OF COMMON STOCK”

Annex A – Merger Agreement

(c)(1) – (8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger”

“SPECIAL FACTORS – Position of the Callodine Filing Persons as to the Fairness of the Company Merger”

“SPECIAL FACTORS – Purposes and Reasons of the Callodine Filing Persons for the Company Merger”

“SPECIAL FACTORS – Position of the Rollover Holder as to the Fairness of the Company Merger”

“SPECIAL FACTORS – Plans for the Company After the Mergers”

“SPECIAL FACTORS – Certain Effects of the Mergers”

“SPECIAL FACTORS – Interests of Executive Officers and Directors of the Company in the Mergers”

“SPECIAL FACTORS – Intent of the Directors and Executive Officers to Vote in Favor of the Company Merger”

“SPECIAL FACTORS – Financing of the Mergers”


“SPECIAL FACTORS – Limited Guarantee”

“SPECIAL FACTORS – Support Agreements”

“SPECIAL FACTORS – Rollover Agreement”

“THE MERGER AGREEMENT”

“INFORMATION ABOUT THE SPECIAL MEETING”

“MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS (THE NON-BINDING NAMED EXECUTIVE OFFICER “MERGER-RELATED COMPENSATION PROPOSAL – PROPOSAL 2)”

“DELISTING AND DEREGISTRATION OF COMMON STOCK”

Annex A – Merger Agreement

Annex B – Support Agreements

Annex C – Rollover Agreement

 

Item 7.

Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger”

“SPECIAL FACTORS – Position of the Callodine Filing Persons as to the Fairness of the Company Merger”

“SPECIAL FACTORS – Purposes and Reasons of the Callodine Filing Persons for the Company Merger”

“SPECIAL FACTORS – Position of the Rollover Holder as to the Fairness of the Company Merger”

“SPECIAL FACTORS – Purposes and Reasons of the Rollover Holder for the Company Merger”

“SPECIAL FACTORS – Plans for the Company After the Mergers”

“SPECIAL FACTORS – Certain Effects of the Mergers”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger”


“SPECIAL FACTORS – Position of the Callodine Filing Persons as to the Fairness of the Company Merger”

“SPECIAL FACTORS – Position of the Rollover Holder as to the Fairness of the Company Merger”

“SPECIAL FACTORS – Purposes and Reasons of the Rollover Holder for the Company Merger”

“SPECIAL FACTORS – Certain Effects on the Company if the Mergers are Not Completed”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger”

“SPECIAL FACTORS – Opinion of the Company’s Financial Advisor”

“SPECIAL FACTORS – Position of the Callodine Filing Persons as to the Fairness of the Company Merger”

“SPECIAL FACTORS – Position of the Rollover Holder as to the Fairness of the Company Merger”

“SPECIAL FACTORS – Purposes and Reasons of the Rollover Holder for the Company Merger”

“SPECIAL FACTORS – Plans for the Company After the Mergers”

“SPECIAL FACTORS – Certain Effects of the Mergers”

Annex D – Opinion of the Company’s Financial Advisor

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger”

“SPECIAL FACTORS – Position of the Callodine Filing Persons as to the Fairness of the Company Merger”

“SPECIAL FACTORS – Purposes and Reasons of the Callodine Filing Persons for the Company Merger”

“SPECIAL FACTORS – Position of the Rollover Holder as to the Fairness of the Company Merger”

“SPECIAL FACTORS – Purposes and Reasons of the Rollover Holder for the Company Merger”

“SPECIAL FACTORS – Plans for the Company After the Mergers”

“SPECIAL FACTORS – Certain Effects of the Mergers”


“SPECIAL FACTORS – Certain Effects on the Company if the Mergers are Not Completed”

“SPECIAL FACTORS – Interests of Executive Officers and Directors of the Company in the Mergers”

“SPECIAL FACTORS – Material U.S. Federal Income Tax Consequences of the Company Merger”

“SPECIAL FACTORS – Fees and Expenses”

“SPECIAL FACTORS – Accounting Treatment”

“SPECIAL FACTORS – Payment of Merger Consideration”

“THE MERGER AGREEMENT – The Mergers”

“THE MERGER AGREEMENT – Consideration to Be Received in the Mergers ”

“THE MERGER AGREEMENT – Treatment of Equity Compensation Awards”

“THE MERGER AGREEMENT – Consideration to Be Received in the Mergers – Dissenting Shares”

“DELISTING AND DEREGISTRATION OF COMMON STOCK”

“THE MERGER AGREEMENT – Employment and Employee Benefits Matters; Other Plans”

“THE MERGER AGREEMENT – Indemnification, Exculpation and Insurance ”

“MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS (THE NON-BINDING NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION PROPOSAL – PROPOSAL 2)”

“DELISTING AND DEREGISTRATION OF COMMON STOCK”

Annex A – Merger Agreement

 

Item 8.

Fairness of the Transaction

(a), (b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger”

“SPECIAL FACTORS – Opinion of the Company’s Financial Advisor”

“SPECIAL FACTORS – Position of the Callodine Filing Persons as to the Fairness of the Company Merger”

“SPECIAL FACTORS – Position of the Rollover Holder as to the Fairness of the Company Merger”

“SPECIAL FACTORS – Interests of Executive Officers and Directors of the Company in the Mergers”


“THE MERGER AGREEMENT – Indemnification, Exculpation and Insurance ”

Annex D – Opinion of the Company’s Financial Advisor

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“THE MERGER AGREEMENT – Conditions to Completion of the Mergers”

“INFORMATION ABOUT THE SPECIAL MEETING – Record Date and Quorum”

“INFORMATION ABOUT THE SPECIAL MEETING – Vote Required and Board Recommendation”

“INFORMATION ABOUT THE SPECIAL MEETING – How to Vote”

“INFORMATION ABOUT THE SPECIAL MEETING – Revocation of Proxies”

“THE MERGER (THE MERGER PROPOSAL – PROPOSAL 1)”

Annex A – Merger Agreement

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger”

“SPECIAL FACTORS – Opinion of the Company’s Financial Advisor”

“SPECIAL FACTORS – Provisions for Unaffiliated Stockholders”

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger”

“SPECIAL FACTORS – Intent of the Directors and Executive Officers to Vote in Favor of the Company Merger”

“INFORMATION ABOUT THE SPECIAL MEETING – Recommendation of the Company Board”


“INFORMATION ABOUT THE SPECIAL MEETING – Voting Intentions of the Company’s Directors and Executive Officers”

“THE MERGER (THE MERGER PROPOSAL – PROPOSAL 1) – Vote Recommendation”

(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger”

“THE MERGER AGREEMENT – No Solicitation”

Annex A – Merger Agreement

 

Item 9.

Reports, Opinions, Appraisals and Negotiations

(a) – (c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference.

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger”

“SPECIAL FACTORS – Opinion of the Company’s Financial Advisor”

“SPECIAL FACTORS – Position of the Callodine Filing Persons as to the Fairness of the Company Merger”

“SPECIAL FACTORS – Position of the Rollover Holder as to the Fairness of the Company Merger”

“WHERE YOU CAN FIND MORE INFORMATION”

Annex D – Opinion of the Company’s Financial Advisor

The Discussion Materials dated December 31, 2021 and March 18, 2022 and the Fairness Opinion Presentation Materials dated March 31, 2022, each prepared by PJT Partners LP and reviewed by the Company Board as (defined in the Proxy Statement) are attached hereto as Exhibits (c)(ii), (c)(iii) and (c)(iv) and are incorporated by reference herein.

 

Item 10.

Source and Amount of Funds or Other Consideration

(a), (b) Source of Funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Financing of the Mergers”

“SPECIAL FACTORS – Limited Guarantee”


“THE MERGER AGREEMENT – Effective Time of the Mergers”

“THE MERGER AGREEMENT – Conduct of Business Pending the Mergers”

“THE MERGER AGREEMENT – Conditions to Completion of the Mergers”

Annex A – Merger Agreement

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Fees and Expenses”

“THE MERGER AGREEMENT – Termination of the Merger Agreement”

“THE MERGER AGREEMENT – Termination Fees and Expenses”

“INFORMATION ABOUT THE SPECIAL MEETING – Solicitation of Proxies; Payment of Solicitation Expenses”

Annex A – Merger Agreement

(d) Borrowed Funds.

“SPECIAL FACTORS – Financing of the Mergers”

 

Item 11.

Interest in Securities of the Subject Company

(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTORS – Interests of Executive Officers and Directors of the Company in the Mergers”

“SPECIAL FACTORS – Support Agreements”

“INFORMATION ABOUT THE SPECIAL MEETING – Record Date and Quorum”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Security Ownership of Certain Beneficial Owners and Management”

Annex B – Support Agreements

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Interests of Executive Officers and Directors of the Company in the Mergers”

“SPECIAL FACTORS – Support Agreements”

“SPECIAL FACTORS – Rollover Agreement”


“THE MERGER AGREEMENT”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Certain Transactions in the Company Common Stock”

Annex A – Merger Agreement

Annex B – Support Agreements

Annex C – Rollover Agreement

 

Item 12.

The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger”

“SPECIAL FACTORS – Interests of Executive Officers and Directors of the Company in the Mergers”

“SPECIAL FACTORS – Intent of the Directors and Executive Officers to Vote in Favor of the Company Merger”

“SPECIAL FACTORS – Support Agreements”

“INFORMATION ABOUT THE SPECIAL MEETING – Recommendation of the Company Board”

“INFORMATION ABOUT THE SPECIAL MEETING – Voting Intentions of the Company’s Directors and Executive Officers”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Security Ownership of Certain Beneficial Owners and Management”

Annex B – Support Agreements

(e) Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger”

“SPECIAL FACTORS – Position of the Callodine Filing Persons as to the Fairness of the Company Merger”


“SPECIAL FACTORS – Purposes and Reasons of the Callodine Filing Persons for the Company Merger”

“SPECIAL FACTORS – Position of the Rollover Holder as to the Fairness of the Company Merger”

“SPECIAL FACTORS – Purposes and Reasons of the Rollover Holder for the Company Merger”

“INFORMATION ABOUT THE SPECIAL MEETING – Recommendation of the Company Board”

 

Item 13.

Financial Statements

(a) Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Selected Historical Consolidated Financial Data”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Ratio of Earnings to Fixed Charges”

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Book Value per Share”

“WHERE YOU CAN FIND MORE INFORMATION”

(b) Pro Forma Information. Not Applicable.

 

Item 14.

Persons/Assets, Retained, Employed, Compensated or Used

(a) Solicitations or Recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS – Background of the Mergers”

“SPECIAL FACTORS – Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger”

“SPECIAL FACTORS – Fees and Expenses”

“INFORMATION ABOUT THE SPECIAL MEETING – Solicitation of Proxies; Payment of Solicitation Expenses”

(b) Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“QUESTIONS AND ANSWERS ABOUT THE PROPOSALS AND THE SPECIAL MEETING”

“SPECIAL FACTORS – Background of the Mergers”


“SPECIAL FACTORS – Purpose and Reasons of the Company for the Company Merger; Recommendation of the Company; Fairness of the Company Merger”

“INFORMATION ABOUT THE SPECIAL MEETING”

“INFORMATION ABOUT THE SPECIAL MEETING – Solicitation of Proxies; Payment of Solicitation Expenses”

 

Item 15.

Additional Information

(b) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“SUMMARY TERM SHEET”

“SPECIAL FACTOR – Interests of Executive Officers and Directors of the Company in the Mergers”

“SPECIAL FACTORS – Certain Effects of the Mergers”

“THE MERGER AGREEMENT”

“MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS (THE NON-BINDING NAMED EXECUTIVE OFFICER MERGER- RELATED COMPENSATION PROPOSAL – PROPOSAL 2)”

Annex A – Merger Agreement

(c) Other Material Information. The entirety of the Proxy Statement, including all appendices thereto, is incorporated herein by reference.

 

Item 16.

Exhibits

The following exhibits are filed herewith:

 

Exhibit No.

  

Description

(a)(2)(i)    Preliminary Proxy Statement of Manning & Napier, Inc. (included in the Schedule 14A filed on June 2, 2022 and incorporated herein by reference) (the “Preliminary Proxy Statement”).
(a)(2)(ii)    Form of Proxy Card (included in the Preliminary Proxy Statement and incorporated herein by reference).
(a)(2)(iii)    Letter to Stockholders (included in the Preliminary Proxy Statement and incorporated herein by reference).
(a)(2)(iv)    Notice of Special Meeting of Stockholders (included in the Preliminary Proxy Statement and incorporated herein by reference).
(a)(2)(v)    Form 8-K, filed on April 1, 2022 and incorporated herein by reference (the “Form 8-K”).
(a)(2)(vi)    Notice to Clients (included in the Form 8-K and incorporated herein by reference).
(a)(2)(vii)    Notice to Exeter Trust Board (included in the Form 8-K and incorporated herein by reference).
(a)(2)(viii)    Frequently Asked Questions (included in the Form 8-K and incorporated herein by reference).
(a)(2)(ix)    Notice to Employees (included in the Form 8-K and incorporated herein by reference).
(a)(2)(x)    Employee FAQ (included in the Form 8-K and incorporated herein by reference).
(a)(2)(xi)    Notice to Clients (included in the Form 8-K and incorporated herein by reference).


Exhibit No.

  

Description

(a)(2)(xii)    Notice to Advisors (included in the Form 8-K and incorporated herein by reference).
(a)(2)(xiii)    Notice to Fund Board Material (included in the Form 8-K and incorporated herein by reference).
(b)(i)    Commitment Letter, dated March  31, 2022, executed by Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Citizens Bank, National Association, Keybank National Association, Callodine Midco, Inc. and Callodine Merger Sub, Inc.
(c)(i)    Opinion of PJT Partners, dated March 31, 2022 (included as Annex D to the Preliminary Proxy Statement, and incorporated herein by reference).
(c)(ii)    Preliminary Discussion Materials, dated December 31, 2021 of PJT Partners prepared for the Company Board (as defined in the Proxy Statement).
(c)(iii)    Preliminary Discussion Materials, dated March 18, 2022 of PJT Partners prepared for the Company Board (as defined in the Proxy Statement).
(c)(iv)    Preliminary Discussion Materials, dated March 31, 2022 of PJT Partners prepared for the Company Board (as defined in the Proxy Statement).
(d)(i)    Agreement and Plan of Merger, dated March 31, 2022, by and among Manning & Napier, Inc., Manning & Napier Group, LLC, Callodine Midco, Inc., Callodine Merger Sub, Inc. and Callodine Merger Sub, LLC (included as Annex A to the Preliminary Proxy Statement, and incorporated herein by reference).
(d)(ii)    Support Agreement, dated March 31, 2022, by and between Callodine Midco, Inc. and Paul J. Battaglia (included as Annex B to the Preliminary Proxy Statement, and incorporated herein by reference).
(d)(iii)    Support Agreement, dated March 31, 2022, by and between Callodine Midco, Inc. and Christopher Briley (included as Annex B to the Preliminary Proxy Statement, and incorporated herein by reference).
(d)(iv)    Support Agreement, dated March 31, 2022, by and between Callodine Midco, Inc. and Nicole Kingsley Brunner (included as Annex B to the Preliminary Proxy Statement, and incorporated herein by reference).
(d)(v)    Support Agreement, dated March 31, 2022, by and between Callodine Midco, Inc. and Ebrahim Busheri (included as Annex B to the Preliminary Proxy Statement, and incorporated herein by reference).
(d)(vi)    Support Agreement, dated March 31, 2022, by and between Callodine Midco, Inc. and Stacey Green (included as Annex B to the Preliminary Proxy Statement, and incorporated herein by reference).
(d)(vii)    Support Agreement, dated March 31, 2022, by and between Callodine Midco, Inc. and Marc O. Mayer (included as Annex B to the Preliminary Proxy Statement, and incorporated herein by reference).
(d)(viii)    Support Agreement, dated March 31, 2022, by and between Callodine Midco, Inc. and Aaron McGreevy (included as Annex B to the Preliminary Proxy Statement, and incorporated herein by reference).
(d)(ix)    Support Agreement, dated March 31, 2022, by and between Callodine Midco, Inc. and Scott Morabito (included as Annex B to the Preliminary Proxy Statement, and incorporated herein by reference).
(d)(x)    Support Agreement, dated March 31, 2022, by and between Callodine Midco, Inc. and Sarah C. Turner (included as Annex B to the Preliminary Proxy Statement, and incorporated herein by reference).
(d)(xi)    Rollover Agreement, dated March 31, 2022, by and between Callodine MN Holdings, Inc. and Marc O. Mayer (included as Annex C to the Preliminary Proxy Statement, and incorporated herein by reference).


Exhibit No.

  

Description

(d)(xii)    Limited Guarantee, dated March 31, 2022, by and between Manning & Napier, Inc. and East Asset Management, LLC.
(d)(xiii)    Equity Commitment Letter, dated March 31, 2022, by and between Callodine Midco, Inc. and East Asset Management, LLC.
(d)(xiv)    Amended and Restated Employment Agreement, dated March 31, 2022, by and between Callodine Midco, Inc. and Marc Mayer.
(e)    Not Applicable.
(f)    Section 262 of the General Corporation Law of the State of Delaware (included as Annex F to the Proxy Statement, and incorporated herein by reference).
(g)    Not Applicable.
107    Filing Fee Table


SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

MANNING & NAPIER, INC.
By:   /s/ Sarah C. Turner
Name:   Sarah C. Turner
Title:   Chief Executive Officer
Date:   June 2, 2022


After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

MANNING & NAPIER GROUP, LLC
By:   /s/ Sarah C. Turner
Name:   Sarah C. Turner
Title:   Chief Executive Officer
Date:   June 2, 2022


After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

/s/ James Morrow

James Morrow

Date:   June 2, 2022


After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

CALLODINE GROUP, LLC
By:   /s/ James Morrow
Name:   James Morrow
Title:   Chief Executive Officer
Date:  

June 2, 2022


After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

CALLODINE AGGREGATOR, LLC
By:   /s/ James Morrow
Name:   James Morrow
Title:   Chief Executive Officer
Date:  

June 2, 2022


After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

CALLODINE MN HOLDINGS, INC.
By:   /s/ James Morrow
Name:   James Morrow
Title:   Chief Executive Officer
Date:  

June 2, 2022


After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

CALLODINE MIDCO, INC.
By:   /s/ James Morrow
Name:   James Morrow
Title:   Chief Executive Officer
Date:  

June 2, 2022


After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

CALLODINE MERGER SUB, INC.
By:   /s/ James Morrow
Name:   James Morrow
Title:   Chief Executive Officer
Date:  

June 2, 2022


After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

CALLODINE MERGER SUB, LLC
By:   /s/ James Morrow
Name:   James Morrow
Title:   Chief Executive Officer
Date:  

June 2, 2022


After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

/s/ Marc Mayer

Marc Mayer

Date:  

June 2, 2022

Exhibit (b)(i)

Exhibit (b)(i)

EXECUTION VERSION

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

90 South 7th Street, 6th floor

Minneapolis, MN 55402

 

WELLS FARGO SECURITIES, LLC

Duke Energy Center

550 South Tryon Street, 7th Floor

Charlotte, NC 28202

  

CITIZENS BANK, NATIONAL ASSOCIATION

1 Citizens Plaza #1

Providence, RI 02903

  

KEYBANK NATIONAL ASSOCIATION

225 Franklin Street,

16th Floor

Boston MA 02110

CONFIDENTIAL

March 31, 2022

Callodine MidCo, Inc.

Callodine Merger Sub, Inc.

c/o Callodine Group, LLC

Two International Place, Suite 1830

Boston, MA 02110

Attention: Tyler Bak

 

  Re:

Project Cape Commitment Letter

$120 Million Senior Secured Credit Facilities

Ladies and Gentlemen:

You have advised Wells Fargo Bank, National Association (“Wells Fargo Bank”), Citizens Bank, National Association (“Citizens”) and KeyBank National Association (“KeyBank” and, collectively with Wells Fargo Bank and Citizens, the “Lead Banks”), Wells Fargo Securities, LLC (“Wells Fargo Securities”), Citizens and KeyBank, as lead arrangers as described herein (Wells Fargo Securities, Citizens and KeyBank, in such capacity, the “Lead Arrangers” and the Lead Arrangers together with the Lead Banks, the “Commitment Parties” or “we” or “us”) that Callodine Group, LLC (“Callodine”) and East Asset Management, LLC (“East” and, together with Callodine, the “Equity Investors”) intend to form, directly or indirectly, a new holding company (“TopCo”), which will form and directly own all of the equity interests of an intermediate holding company (“Holdings”), which will form and directly own all of the equity interests of a new acquisition vehicle (“Acquisition Corp” or the “Borrower” and, together with Holdings, “you”), which will form and directly own all of the equity interests of a second acquisition vehicle (“Acquisition LLC”) for the purpose of completing the proposed merger (the “Acquisition”) of (i) the Borrower with and into Manning & Napier, Inc., a Delaware corporation (the “Acquired Corporation”), with the Acquired Corporation as the surviving company and (ii) Acquisition LLC with and into Manning & Napier Group, LLC, a Delaware limited liability company (the “Acquired LLC” and, together with the Acquired Corporation, the “Acquired Company”), with the Acquired LLC as the surviving company, in


each case pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Holdings, the Borrower, Acquisition LLC, the Acquired Corporation and the Acquired LLC (the “Acquisition Agreement”).

You have further advised us that the total funds needed to (a) finance the purchase price for the Acquisition, (b) pay fees, commissions and expenses in connection with the Transactions (as defined below) and (c) finance ongoing working capital requirements and other general corporate purposes as further described in the Term Sheet (as defined below) will consist of:

(i) cash on hand at the Acquired Corporation of no less than an amount which, when taken together with (x) the aggregate gross proceeds of the Senior Credit Facilities funded on the Closing Date (as defined below), (y) the Equity Contribution (as defined below) and (z) the Additional Equity Contribution (as defined below), will be sufficient to finance the purchase price for the Acquisition and pay fees, commissions and expenses payable by the Borrower on the Closing Date in connection with the Transactions;

(ii) senior secured credit facilities of $120 million to be provided to the Borrower consisting of (A) a revolving credit facility of $20 million (the “Revolving Credit Facility”) and (B) a term loan facility of $100 million (the “Term Loan Facility” and, collectively with the Revolving Credit Facility, the “Senior Credit Facilities”), each as described in the Summary of Terms and Conditions attached hereto as Annex A (the “Term Sheet”); and

(iii) equity investments made, on or prior to the Closing Date (as defined below), in cash by the Equity Investors in TopCo in exchange for common equity of TopCo, which in turn will contribute such amounts to the common equity of Holdings, which in turn will contribute such amounts to the common equity of the Borrower (such contribution, the “Equity Contribution”), which, when taken together with the aggregate amount of outstanding replacement TopCo RSUs (as defined in the Acquisition Agreement) and any common equity in TopCo issued in exchange for rollover contribution by the existing shareholders of the Acquired Corporation (the “Additional Equity Contribution”) will be not less than 55% of the sum of (x) the aggregate gross proceeds of the Senior Credit Facilities funded on the Closing Date, (y) the Equity Contribution and (z) the Additional Equity Contribution; provided that such amount may be reduced as expressly contemplated by paragraph (4) of Annex B; provided, further, that immediately after giving effect to the Transactions, the Equity Investors will, directly or indirectly, own no less than 50.1% of all of the voting equity interests of Holdings and the Borrower and the Equity Investors shall have the right to control the management and policies of Holdings and the Borrower.

Immediately following the Acquisition, none of Holdings, Acquisition Corp or any of their respective subsidiaries will have any indebtedness for borrowed money nor will Holdings have any equity outstanding, except, in each case, as described in this paragraph and in certain exceptions to be set forth in the definitive Financing Documentation (as defined in the Term Sheet), and Holdings will have no material assets other than its equity interest in Acquisition Corp.

As used herein, the term “Transactions” means, collectively, the Acquisition, the Equity Contribution, the Additional Equity Contribution, the initial borrowings under the Senior Credit Facilities on the Closing Date and the payment of fees, commissions and expenses in connection with each of the foregoing. This letter, including the Term Sheet, the Conditions Annex attached hereto as Annex B (the “Conditions Annex”), Annex C and Annex D attached hereto, is hereinafter referred to as this “Commitment Letter”. The date on which the Senior Credit Facilities close is referred to as the “Closing Date”. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Term Sheet. Except as the context otherwise requires, references to the “Borrower” shall initially mean the Acquisition

 

2


Corp. and after the Acquisition shall mean the Acquired Corporation and references to “Borrower and its subsidiaries” will include the Acquired Company and its subsidiaries after giving effect to the Acquisition.

1. Commitment. Upon the terms and subject to the conditions set forth in this Commitment Letter and in the Fee Letters (as defined below), (a) Wells Fargo Bank is pleased to advise you of its commitment to provide to the Borrower (i) $40 million of the principal amount of the Term Loan Facility and (ii) $8 million of the principal amount of the Revolving Credit Facility (the amounts in clauses (a)(i) and (a)(ii) of this Section 1, the “Wells Fargo Commitment”), (b) Citizens is pleased to advise you of its commitment to provide to the Borrower (i) $30 million of the principal amount of the Term Loan Facility and (ii) $6 million of the principal amount of the Revolving Credit Facility (the amounts in clauses (b)(i) and (b)(ii) of this Section 1, the “Citizens Commitment”) and (c) KeyBank is pleased to advise you of its commitment to provide to the Borrower (i) $30 million of the principal amount of the Term Loan Facility and (ii) $6 million of the principal amount of the Revolving Credit Facility (the amounts in clauses (c)(i) and (c)(ii) of this Section 1, the “KeyBank Commitment” and, collectively, with the Wells Fargo Commitment and the Citizens Commitment, the “Commitments”). The Commitments of the Lead Banks are several and not joint.

2. Titles and Roles. The Lead Arrangers, each acting alone or through or with affiliates selected by it, will act as joint bookrunners and joint lead arrangers in structuring and arranging the Senior Credit Facilities. Wells Fargo Bank, acting alone or through or with affiliates selected by it, will act as the sole administrative agent for the Senior Credit Facilities (in such capacity, the “Administrative Agent”). No additional agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no other compensation will be paid (other than compensation expressly contemplated by this Commitment Letter and the Fee Letters) unless you and we shall agree in writing; provided that, the Lead Arrangers will have the right, in consultation with you and with your consent (not to be unreasonably withheld, delayed or conditioned), to award titles to other joint lead arrangers, joint bookrunners, syndication agents and/or documentation agents who are Lenders (as defined in the Term Sheet) that provide (or whose affiliates provide) commitments in respect of the Senior Credit Facilities (it being further agreed that (i) each of the parties hereto shall, upon request of you or the Lead Arrangers, execute a revised version of this Commitment Letter or an amendment or joinder hereto to reflect the commitment or commitments of any such financial institutions and (ii) Wells Fargo Securities will have the “left” and “highest” placement in any and all marketing materials or other documentation used in connection with the Senior Credit Facilities and shall hold the leading role and responsibilities conventionally associated with such placement, including maintaining sole physical books for the Senior Credit Facilities and Citizens will have the placement to the immediate right or immediately below Wells Fargo Securities in any and all marketing materials or documentation used in connection with the Senior Credit Facilities and KeyBank will have the placement to the immediate right or immediately below Citizens in any and all marketing materials or documentation used in connection with the Senior Credit Facilities.

3. Conditions to Commitment. The availability of Commitments on the Closing Date as described in the Term Sheet and the undertakings of the Commitment Parties hereunder are subject solely to the satisfaction of the conditions precedent set forth in the Conditions Annex and upon satisfaction (or waiver in writing by the Commitment Parties in their sole discretion) of such conditions, the initial funding of the Senior Credit Facilities shall occur in accordance with this Commitment Letter, it being understood and agreed that there are no other conditions (implied or otherwise) to the initial funding of the Senior Credit Facilities, including compliance with the terms of this Commitment Letter, any Fee Letter or the Financing Documentation.

Notwithstanding anything in this Commitment Letter, the Fee Letters or the Financing Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (a) the only representations and warranties relating to the Acquired Company,

 

3


Holdings, the Borrower and their respective subsidiaries and their respective businesses the accuracy of which shall be a condition to the availability of the Senior Credit Facilities on the Closing Date shall be (i) such of the representations and warranties made by the Acquired Company and/or its subsidiaries or affiliates or with respect to the Acquired Company, its subsidiaries or its business in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you or your affiliates have the right to terminate your or their respective obligations under the Acquisition Agreement or otherwise decline to close the Acquisition as a result of a breach of any such representations and warranties or any such representations and warranties not being accurate (in each case, determined without regard to any notice requirement, but after giving effect to any grace or cure periods) (such representations and warranties, the “Specified Purchase Agreement Representations”) and (ii) the Specified Representations (as defined below) and (b) the terms of the Financing Documentation shall be in a form such that they do not impair the availability of the Senior Credit Facilities that are needed to finance the Transactions occurring on the Closing Date if the conditions set forth in the Conditions Annex are satisfied (it being understood that, to the extent any security interest in any Collateral (as defined in the Term Sheet) (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code, (y) the delivery of certificates (if any) evidencing the equity securities of the Borrower and each of its subsidiaries required to be pledged pursuant to the Term Sheet (provided that, with respect to the Acquired Company and its subsidiaries on the Closing Date, the foregoing shall only apply to the extent such certificated equity interests are received from the Acquired Company after the Credit Parties’ (as defined in the Term Sheet) use of commercially reasonable efforts to obtain such certificates, it being acknowledged and agreed that any certificates not delivered on the Closing Date shall be required to be delivered as soon as reasonably practicable, but in no event more than five (5) business days after the Closing Date (or such longer time as agreed by the Administrative Agent in its sole discretion)) and (z) the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable (provided that, solely with respect to any filings with the United States Patent and Trademark Office, if such filings are not able to be made after the Credit Parties’ use of commercially reasonable efforts to make such filings, the making of such filings shall not constitute a condition precedent to the initial funding of the Commitments, it being acknowledged and agreed that any filings not made on the Closing Date shall be required to be made as soon as reasonably practicable, but in no event more than five (5) business days after the Closing Date (or such longer time as agreed by the Administrative Agent in its sole discretion))) is not or cannot be perfected on the Closing Date after your use of commercially reasonable efforts to do so, then the perfection of such security interests shall not constitute a condition precedent to the availability of the Senior Credit Facilities on the Closing Date, but instead shall be required to be perfected after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Borrower acting reasonably (but not to exceed 60 days after the Closing Date or as otherwise set forth in clause (y) or clause (z) above, in each case, unless extended by the Administrative Agent)). For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Term Sheet relating to corporate or other organizational existence of each Credit Party and good standing of the Credit Parties in their respective jurisdictions of organization; power and authority, due authorization, execution and delivery and enforceability, in each case, relating to the Credit Parties entering into and performance of the Financing Documentation; the execution and delivery of the Financing Documentation, the incurrence of the loans and commitments by the Borrower under the Senior Credit Facilities, the provision of the guarantees by the Credit Parties under the Senior Credit Facilities and the granting of the security interests in the Collateral by the Credit Parties to secure the Secured Obligations (as defined in the Term Sheet) not conflicting with or requiring consent under the Credit Parties’ organizational documents; solvency as of the Closing Date (after giving effect to the Transactions) of Holdings and its subsidiaries on a consolidated basis in accordance with Annex D; Federal Reserve margin regulations; the Investment Company Act; use of proceeds not in violation of sanctions, anti-money laundering laws and anti-corruption laws; and creation, validity and, subject to the parenthetical in the immediately preceding sentence, perfection of security interests in the Collateral. This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provision”.

 

4


4. [Reserved].

5. Information.

(a) You represent, warrant and covenant that (i) all written information and written data (other than the Projections, as defined below, other forward-looking information and information of a general economic or industry specific nature) concerning Holdings, the Borrower, the Acquired Company and their respective subsidiaries and the Transactions that has been, or will be, made available to the Commitment Parties or the prospective Lenders by you, any of the Equity Investors or any of your or their representatives, subsidiaries or affiliates (or on your or their behalf) (the “Information”), when taken as a whole, (x) is, and in the case of Information made available after the date hereof, will be, complete and correct in all material respects and (y) does not, and in the case of Information made available after the date hereof, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not materially misleading and (ii) all financial projections concerning Holdings, the Borrower, the Acquired Company and their respective subsidiaries, taking into account the consummation of the Transactions, that have been or will be made available to the Commitment Parties or the prospective Lenders by you, any of the Equity Investors or any of your or their respective representatives, subsidiaries or affiliates (or on your or their behalf) (the “Projections”) have been and will be prepared in good faith based upon assumptions believed by you or such Equity Investor to be reasonable at the time made available to the Commitment Parties or the prospective Lenders, it being understood that such Projections are not to be viewed as facts and that actual results may vary materially from the Projections. You agree that if, at any time prior to the Closing Date, you become aware that any of the representations and warranties contained in the preceding sentence would be incorrect in any respect if the Information and Projections were being furnished, and such representations and warranties were being made, at such time, then you will promptly supplement the Information and the Projections so that such representations and warranties are correct in all respects under those circumstances; provided, that any such supplementation shall cure any breach of such representations and warranties. Solely as they relate to matters with respect to the Acquired Company and its subsidiaries prior to the Closing Date, the foregoing representations and warranties are made to your knowledge. We will be entitled to use and rely upon, without responsibility to verify independently, the Information and the Projections. You acknowledge that we may share with any of our affiliates (it being understood that such affiliates will be subject to the confidentiality agreements between you and us), and such affiliates may share with the Commitment Parties, any information related to you, the Acquired Company, the Equity Investors or any of your or their respective subsidiaries or affiliates (including, without limitation, in each case, information relating to creditworthiness) and the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letters, none of the making of any representation and warranty under this Section 5, any supplement thereto, or the accuracy of any such representation and warranty shall constitute a condition precedent to the availability and initial funding of the Senior Credit Facilities on the Closing Date.

(b) You acknowledge that the Lead Arrangers will make available, on your behalf, the (i) Information, (ii) Projections and (iii) Financing Documentation and (iv) other customary materials and presentations, which in the case of this clause (iv) shall be approved by you (such approval not to be unreasonably withheld, delayed or conditioned) (collectively, the “Informational Materials”), to the prospective Lenders by posting the Informational Materials on SyndTrak Online or by other similar electronic means (collectively, the “Electronic Means”). Unless the parties hereto otherwise agree in writing, you shall be under no obligation to provide Informational Materials suitable for distribution to any Commitment Party or other prospective Lender that has personnel who do not wish to receive material non-public information (within the meaning of the United States federal securities laws, “MNPI”) with respect to any Credit Party or any of its subsidiaries or affiliates, or any of their respective securities (each such Lender, a “Public Lender”). You agree, however, that the Financing Documentation will contain customary

 

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provisions concerning Informational Materials to be provided to Public Lenders and the absence of MNPI therefrom. Prior to distribution of Informational Materials to prospective Lenders, you shall provide us with a customary letter authorizing the dissemination thereof.

(c) You hereby authorize the Lead Arrangers to download copies of the Borrower’s (or agree to obtain the Acquired Company’s authorization to download copies of their respective) trademark logos from its website and post copies thereof on the SyndTrak site or similar workspace established by the Lead Arrangers with respect to the Senior Credit Facilities and use the logos on any presentations or other materials prepared in connection with the Senior Credit Facilities or in any advertisements that we may place after the closing of the Senior Credit Facilities in financial and other newspapers, journals, the World Wide Web, home page or otherwise, at our own expense describing its services to the Borrower hereunder; provided that, other than promotional materials in the form of a customary “tombstone” describing the names (and containing the company logos) of the Borrower and its affiliates (or any of them), and the amount, type and closing date of Senior Credit Facilities, we shall obtain your prior written approval (not to be unreasonably withheld, delayed or conditioned) with respect to such advertisements.

6. Fees. As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to cause to be paid the nonrefundable fees described in that certain fee letter dated as of the date hereof and delivered herewith among you and the Commitment Parties (the “Joint Fee Letter”) and that certain fee letter dated as of the date hereof and delivered herewith among you, Wells Fargo Bank and Wells Fargo Securities (the “Wells Fargo Fee Letter” and, together with the Joint Fee Letter, the “Fee Letters”), in each case, on the terms and subject to the conditions set forth therein.

7. Expenses. You agree to reimburse each of the Commitment Parties and their respective affiliates, from time to time promptly upon receipt of a reasonably detailed invoice therefor or as set forth in a settlement statement or funds flow statement approved by you, for all reasonable out-of-pocket costs and expenses of the Commitment Parties and their respective affiliates, including, without limitation, reasonable legal fees and expenses (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of McGuireWoods, LLP, and, if reasonably necessary, a single local counsel in each relevant and material jurisdiction and a single special counsel with respect to each relevant and material specialty), due diligence expenses and all printing, reproduction, document delivery, travel, CUSIP, SyndTrak, and communication costs, incurred in connection with the execution of the Senior Credit Facilities and the preparation, review, negotiation, execution, delivery and enforcement of this Commitment Letter, the Fee Letters, the Financing Documentation and any security arrangements in connection therewith regardless of whether the Closing Date occurs.

8. Indemnification. You agree to indemnify and hold harmless the Commitment Parties and their respective affiliates and each of their and their respective affiliates’ directors, officers, employees, partners, representatives, advisors and agents and each of their respective heirs, successors and assigns (each, an “Indemnified Party”) from and against any and all actions, suits, losses, claims, damages, penalties, liabilities and expenses of any kind or nature (including legal expenses), joint or several, to which such Indemnified Party may become subject or that may be incurred or asserted or awarded against such Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any matters contemplated by this Commitment Letter, the Transactions or any related transaction (including, without limitation, the execution and delivery of this Commitment Letter and the Financing Documentation and the closing of the Transactions) or (b) the use or the contemplated use of the proceeds of the Senior Credit Facilities, and will reimburse each Indemnified Party for all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees, expenses and charges (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees,

 

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disbursements and other charges of one counsel to all Indemnified Parties (taken as a whole) and, if reasonably necessary, a single local counsel for all Indemnified Parties (taken as a whole) in each relevant and material jurisdiction and a single special counsel with respect to each relevant and material specialty, and in the case of an actual or perceived conflict of interest (where the Indemnified Parties affected by such conflict inform you of such conflict), one additional counsel in each relevant and material jurisdiction or specialty to the affected Indemnified Parties similarly situated and taken as a whole)) incurred in connection with any of the foregoing within ten (10) days following written demand therefor (together with reasonable backup documentation supporting such request); provided that no Indemnified Party will have any right to indemnification for any of the foregoing to the extent resulting from (i) such Indemnified Party’s own gross negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment, (ii) a material breach of the obligations of any Commitment Party under this Commitment Letter or the Financing Documentation, as determined by a court of competent jurisdiction in a final non-appealable judgment or (iii) any dispute solely among Indemnified Parties, other than any claims against any Commitment Party in its respective capacity or in fulfilling its role as an administrative agent or arranger or any similar role hereunder or under the Senior Credit Facilities, and other than any claims arising out of any act or omission on the part of you, any Equity Investor, the Acquired Company or your or their respective subsidiaries or affiliates. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equity holders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.

You will not be liable for any settlement of any claim or action effected without your prior written consent (such consent not to be unreasonably withheld or delayed or conditioned), but if settled with your written consent or if there is a final judgment by a court of competent jurisdiction in any such actions you agree to indemnify and hold harmless each Indemnified Party from and against any and all losses, claims, damages, liabilities and expenses by reason of such settlement or judgment in accordance with this Section 8. Notwithstanding the immediately preceding sentence, if at any time an Indemnified Party shall have requested in accordance with this Commitment Letter that you reimburse such Indemnified Party for legal or other expenses in connection with investigating, responding to or defending any action or claim, you shall be liable for any settlement of any action or claim effected without your written consent if (a) such settlement is entered into more than 30 days after receipt by you of such request for reimbursement and (b) you shall not have reimbursed such Indemnified Party in accordance with such request prior to the date of such settlement. You shall not, without the prior written consent of each Indemnified Party affected thereby, settle any threatened or pending claim or action that would give rise to the right of any Indemnified Party to claim indemnification hereunder unless such settlement (x) includes a full and unconditional release of all liabilities arising out of such claim or action against such Indemnified Party, (y) does not include any statement as to or an admission of fault or culpability by or on behalf of such Indemnified Party and (z) requires no action on the part of the Indemnified Party other than its consent.

Notwithstanding anything to the contrary in this Section 8, each Indemnified Party shall be obligated to refund or return any and all amounts paid by you under this Section 8 to such Indemnified Party for any losses, claims, damages, liabilities and expenses to the extent, but only to the extent, such Indemnified Party is not entitled to payment of such amounts in accordance with the terms hereof (as determined by a final non-appealable judgment by a court of competent jurisdiction).

9. Exculpation and Consequential Damages. Without limiting the generality of Section 8, you also agree that the Commitment Parties, their respective affiliates and each of their and their affiliates’ directors, officers, employees, partners, representatives, advisors and agents and each of their respective heirs, successors and assigns (such persons, collectively, the “Commitment Party Related Parties”) shall not have any liability (whether direct or indirect, in contract or tort, or otherwise) to you or your affiliates

 

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or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent such liability to you is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Commitment Party Related Party’s own gross negligence, bad faith or willful misconduct or a claim brought by you against a Commitment Party Related Party for a material breach of such Commitment Party Related Party’s obligations. No party hereto, nor any of their respective affiliates and each of their and their affiliates’ directors, officers, employees, partners, representatives, advisors and agents and each of their respective heirs, successors and assigns will be liable for any indirect, consequential, special or punitive damages in connection with this Commitment Letter, the Fee Letters, the Financing Documentation or any other element of the Transactions; provided that nothing in this sentence shall limit your indemnity and reimbursement obligations to the extent that such indirect, special, consequential or punitive damages are included in any claim by a third party with respect to which the applicable Commitment Party Related Party is entitled to indemnification hereunder. No Commitment Party Related Party will be liable to you, your affiliates or any other person for any damages arising from the use by others of Informational Materials or other materials obtained by Electronic Means, except to the extent that your damages are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Commitment Party Related Party’s own gross negligence, bad faith or willful misconduct or from a material breach of such Commitment Party Related Party’s obligations.

10. Confidentiality.

(a) This Commitment Letter and the Fee Letters (collectively, the “Commitment Documents”) and the existence and contents hereof and thereof shall be confidential and may not be disclosed, directly or indirectly, by you in whole or in part to any person without our prior written consent, except for the disclosure of the Commitment Documents (i) on a confidential basis to the Equity Investors and your and their respective directors, officers, employees, accountants, attorneys and other professional advisors who have been advised of their obligation to maintain the confidentiality of the Commitment Documents for the purpose of evaluating, negotiating or entering into the Transactions, (ii) as required by law, rule or regulation or as requested by a governmental authority or other compulsory process (in which case, you agree, to the extent permitted by law, to use commercially reasonable efforts to inform us promptly in advance thereof), (iii) on a confidential basis to the board of directors, officers and advisors of the Acquired Company in connection with their consideration of the Acquisition (provided that any information relating to fees has been redacted in a manner reasonably acceptable to us) and (iv) to the extent reasonably necessary or advisable in connection with the exercise of any remedy or enforcement of any right under this Commitment Letter and/or the Fee Letters (in which case, you agree, to the extent permitted by law, to inform us promptly in advance thereof). The foregoing restrictions shall cease to apply in respect of the existence and contents of this Commitment Letter (but not in respect of any Fee Letter and its contents) two years following the date of this Commitment Letter.

(b) Each of the Commitment Parties shall use all confidential information provided to it by or on behalf of you or your affiliates in the course of the Transactions solely for the purposes of providing the services that are the subject of this Commitment Letter and shall treat all such information as confidential; provided that nothing herein shall prevent the Commitment Parties or their respective affiliates from disclosing any such information, (i) to any Lenders or participants or prospective Lenders or prospective participants (provided that any such disclosure shall be made subject to the acknowledgment and acceptance by such Lender or participant or prospective Lender or prospective participant that such information is being disseminated on a confidential basis (and they shall agree to be bound to substantially the same terms as are set forth in this paragraph or as are otherwise reasonably acceptable to you and us, including as agreed in any informational memoranda or other marketing materials) in accordance with customary market standard for dissemination of such type of information), (ii) pursuant to the order of any court or administrative agency or in any judicial or administrative proceeding or as otherwise required by law or compulsory legal process

 

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(in which case the applicable Commitment Party shall use commercially reasonable efforts to promptly notify you, in advance, to the extent practicable and permitted by law), (iii) upon the request or demand of any regulatory authority having jurisdiction over any of the Commitment Parties (in which case the applicable Commitment Party shall use commercially reasonable efforts to, except with respect to any audit or examination conducted by bank accountants or any governmental regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent practicable and permitted by law), (iv) to their respective affiliates involved in the Transactions and their and their affiliates’ respective directors, officers, employees, accountants, attorneys, agents and other professional advisors on a need-to-know basis who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (v) to the extent that such information is independently developed by the Commitment Parties, so long as the Commitment Parties have not otherwise breached their confidentiality obligations hereunder and have not developed such information based on information received from a third party that to their knowledge has breached confidentiality obligations owing to you, (vi) to the extent any such information becomes publicly available other than by reason of disclosure by us in breach of this provision, (vii) to the extent that such information is received by a Commitment Party or any or its affiliates from a third party that is not to its knowledge subject to confidentiality obligations to you or your affiliates, (viii) for purposes of establishing a “due diligence” defense, (ix) in connection with the exercise of any remedies hereunder, any action or proceeding relating to the Commitment Documents or the enforcement of rights thereunder, or (x) with your prior written consent. The provisions of this paragraph with respect to the Commitment Parties and their respective affiliates shall automatically terminate on the earlier of (x) one year following the date of this Commitment Letter and (y) the execution of the definitive documentation for the Senior Credit Facilities (in which case, the confidentiality provisions in the definitive documentation shall supersede the provisions of this paragraph). The terms of this paragraph shall supersede all prior confidentiality or non-disclosure agreements and understandings between you and the Commitment Parties relating to the Transactions.

(c) The Commitment Parties shall be permitted to use information related to the arrangement of the Senior Credit Facilities in connection with obtaining a CUSIP number, marketing, press releases or other transactional announcements or updates provided to investor or trade publications, subject to your prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) (other than with regard to obtaining a CUSIP number or promotional materials in the form of a customary “tombstone” describing the names (and containing the company logos) of the Borrower and its affiliates (or any of them), and the amount, type and closing date of Senior Credit Facilities). Prior to the Closing Date, the Commitment Parties shall have the right to review and approve any public announcement or public filing made by you, any of the Equity Investors, the Acquired Company or your or their respective representatives relating to the Senior Credit Facilities or to any of the Commitment Parties or any of their respective affiliates in connection therewith, before any such announcement or filing is made (such approval not to be unreasonably withheld or delayed); provided that the Lead Arrangers shall be deemed to have consented to such public announcement or public filing two (2) business days after delivery thereof, so long as you have not received notice from a Lead Arranger stating that such Lead Arranger objects to such public announcement or public filing.

11. PATRIOT Act Notification. The Commitment Parties hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), each of them is required to obtain, verify and record information that identifies you and any additional borrowers and guarantors under the Senior Credit Facilities, which information includes your and their respective names, addresses, tax identification numbers and other information that will allow the Commitment Parties and the other prospective Lenders to identify you and such other parties in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for each of us and the prospective Lenders.

 

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12. Other Services.

(a) Nothing contained herein shall limit or preclude the Commitment Parties or any of their respective affiliates from carrying on any business with, providing banking or other financial services to, or from participating in any capacity, including as an equity investor, in any party whatsoever, including, without limitation, any competitor, supplier or customer of you, any Equity Investor, the Acquired Company or any of your or their respective affiliates, or any other party that may have interests different than or adverse to such parties.

(b) You acknowledge that the Commitment Parties and their respective affiliates (the term “Commitment Parties” as used in this Section being understood to include such affiliates) (i) may be providing debt financing, equity capital or other services (including financial advisory services) to other entities and persons with which you, any Equity Investor, the Acquired Company or your or their respective affiliates may have conflicting interests regarding the Transactions and otherwise, (ii) may act, without violation of its contractual obligations to you, as it deems appropriate with respect to such other entities or persons, and (iii) have no obligation in connection with the Transactions to use, or to furnish to you, any Equity Investor, the Acquired Company or any of your or their respective affiliates or subsidiaries, confidential information obtained from other entities or persons.

(c) In connection with all aspects of the Transactions, you acknowledge and agree that: (i) the Senior Credit Facilities and any related arranging or other services contemplated in this Commitment Letter constitute an arm’s-length commercial transaction between you and your affiliates, on the one hand, and the Commitment Parties, on the other hand, and you are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the Transactions, (ii) in connection with the process leading to the Transactions, each of the Commitment Parties is and has been acting solely as a principal and not as a financial advisor, agent or fiduciary, for you, the Acquired Company or any of your or their respective management, affiliates, equity holders, directors, officers, employees, creditors or any other party (except as otherwise agreed in writing by Wells Fargo Securities as the M&A Financial Advisor (as defined below)), (iii) no Commitment Party nor any affiliate thereof has assumed or will assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the Transactions or the process leading thereto (irrespective of whether any Commitment Party or any of its affiliates has advised or is currently advising you or your affiliates or the Acquired Company or its affiliates on other matters) and no Commitment Party has any obligation to you or your affiliates with respect to the Transactions except those obligations expressly set forth in the Commitment Documents (in each case, except as otherwise agreed in writing by Wells Fargo Securities as the M&A Financial Advisor), (iv) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates and no Commitment Party shall have any obligation to disclose any of such interests, and (v) except as otherwise agreed in writing by Wells Fargo Securities as the M&A Financial Advisor, no Commitment Party has provided any legal, accounting, regulatory or tax advice with respect to any of the Transactions and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. You hereby waive and release, to the fullest extent permitted by law, any claims that you may have against any Commitment Party or any of their respective affiliates with respect to any breach or alleged breach of agency, fiduciary duty or conflict of interest in connection with the Commitment Documents, the Senior Credit Facilities and, except to the extent agreed to by Wells Fargo Securities in its capacity as the M&A Financial Advisor, the Transactions.

(d) In addition, the parties hereto acknowledge that Wells Fargo Securities has been retained by the Borrower as exclusive financial advisor (in such capacity, the “M&A Financial Advisor”) to the Borrower in connection with the Acquisition and the transactions in connection therewith. You agree to such retention, and in connection therewith you agree not to assert any claim you might allege based on any

 

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actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of the M&A Financial Advisor and, on the other hand, our and our affiliates’ relationships with you as described and referred to herein in respect of the Commitment Documents, the Senior Credit Facilities and the Transactions.

13. Acceptance/Expiration of Commitments.

(a) This Commitment Letter and the Commitments of the Lead Banks and the undertakings of the Lead Arrangers set forth herein shall automatically terminate at 5:00 p.m. (Eastern Time) on April 6, 2022 (the “Acceptance Deadline”), without further action or notice unless signed counterparts of this Commitment Letter and the Fee Letters shall have been delivered to Wells Fargo Securities (or its counsel).

(b) In the event this Commitment Letter and the Fee Letters are accepted by you as provided above, the Commitments and agreements of the Lead Banks and the undertakings of the Lead Arrangers set forth herein will automatically terminate without further action or notice upon the earliest to occur of (i) the consummation of the Acquisition (with or without the use of the Senior Credit Facilities), (ii) the termination of the Acquisition Agreement in accordance with the terms of the Acquisition Agreement and (iii) the “Termination Date” (as defined in the Acquisition Agreement as in effect on the date hereof) if the Closing Date shall not have occurred by such time.

14. Survival. The sections of this Commitment Letter relating to “Expenses”, “Indemnification”, “Exculpation and Consequential Damages”, “Confidentiality”, “Other Services”, “Survival”, “Governing Law” and “Miscellaneous” shall survive any termination or expiration of this Commitment Letter, the commitments of the Lead Banks or the undertakings of the Lead Arrangers set forth herein (regardless of whether definitive Financing Documentation is executed and delivered), and the section relating to “Information” shall survive until the Closing Date; provided that your obligations under this Commitment Letter (other than your obligations with respect to the sections of this Commitment Letter relating to “Information”, “Confidentiality”, “Other Services”, “Survival” and “Governing Law”) shall be superseded by the provisions of the Financing Documentation upon the initial funding thereunder.

15. Governing Law. THE COMMITMENT DOCUMENTS, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED THERETO (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF OR THEREOF), SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REFERENCE TO ANY OTHER CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT ANY DETERMINATIONS AS TO (X) WHETHER ANY SPECIFIED PURCHASE AGREEMENT REPRESENTATIONS HAS BEEN BREACHED AND WHETHER AS A RESULT OF ANY BREACH THEREOF YOU OR YOUR AFFILIATES HAVE THE RIGHT TO TERMINATE YOUR OR THEIR RESPECTIVE OBLIGATIONS UNDER THE ACQUISITION AGREEMENT OR TO OTHERWISE DECLINE TO CLOSE THE ACQUISITION, (Y) WHETHER A MATERIAL ADVERSE EFFECT (AS DEFINED IN THE CONDITIONS ANNEX) HAS OCCURRED, AND (Z) THE DETERMINATION OF WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION AGREEMENT SHALL, IN EACH CASE BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF THE COMMITMENT

 

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DOCUMENTS OR THE PERFORMANCE OF SERVICES THEREUNDER. With respect to any suit, action or proceeding arising in respect of this Commitment Letter or any Fee Letter or any of the matters contemplated hereby or thereby, the parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court located in the Borough of Manhattan, and irrevocably and unconditionally waive any objection to the laying of venue of such suit, action or proceeding brought in such court and any claim that such suit, action or proceeding has been brought in an inconvenient forum. The parties hereto hereby agree that service of any process, summons, notice or document by registered mail addressed to you or each of the Commitment Parties will be effective service of process against such party for any action or proceeding relating to any such dispute. A final judgment in any such action or proceeding may be enforced in any other courts with jurisdiction over you or each of the Commitment Parties, as applicable.

16. Miscellaneous. This Commitment Letter and the Fee Letters embody the entire agreement and understanding among the Commitment Parties and their respective affiliates and you and your affiliates with respect to the specific matters set forth above and supersede all prior agreements and understandings relating to the subject matter hereof or thereof. No person has been authorized by any of the Commitment Parties to make any oral or written statements inconsistent with this Commitment Letter or the Fee Letters. Neither this Commitment Letter nor any Fee Letter shall be assignable by any party hereto (other than by (i) you to the Acquired Corporation concurrently with or immediately after the Acquisition or (ii) any of the Commitment Parties to one of its respective affiliates) without the prior written consent of the other parties hereto, and any purported assignment without such consent shall be void. This Commitment Letter and the Fee Letters are not intended to benefit or create any rights in favor of any person other than the parties hereto, and, with respect to Section 8, each Indemnified Party and with respect to Section 9, each Commitment Party Related Party. This Commitment Letter and the Fee Letters may be executed in separate counterparts with the same effect as if all signatory parties had signed the same document, all of which taken together shall together be considered one and the same agreement. The execution and delivery of this Commitment Letter and the Fee Letters shall be deemed to include electronic signatures on electronic platforms approved by Wells Fargo Securities, which shall be of the same legal effect, validity or enforceability as delivery of a manually executed signature, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This Commitment Letter may only be amended, modified or superseded by an agreement in writing signed by each of you and the Commitment Parties, and shall remain in full force and effect and not be superseded by any other documentation unless such other documentation is signed by each of the parties hereto and expressly states that this Commitment Letter is superseded thereby. Each Fee Letter may only be amended, modified or superseded by an agreement in writing signed by each of you and the Commitment Parties party thereto, and shall remain in full force and effect and not be superseded by any other documentation unless such other documentation is signed by each of the parties thereto and expressly states that such Fee Letter is superseded thereby.

[Signature Pages Follow]

 

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If you are in agreement with the foregoing, please indicate acceptance of the terms hereof by signing the enclosed counterpart of this Commitment Letter and returning it to Wells Fargo Securities (or its counsel), together with executed counterparts of each of the Fee Letters, by no later than the Acceptance Deadline.

 

Sincerely,
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:  

/s/ Jocelyn Boll

  Name: Jocelyn Boll
  Title: Managing Director
WELLS FARGO SECURITIES, LLC
By:  

/s/ Alix Biahun

  Name: Alix Biahun
  Title: Director
CITIZENS BANK, NATIONAL ASSOCIATION
By:  

/s/ Chancellor Peterson

  Name: Chancellor Peterson
  Title: Senior Vice President
KEYBANK NATIONAL ASSOCIATION
By:  

/s/ Louise Roussel

  Name: Louise Roussel
  Title: Senior Vice President

Project Cape

Commitment Letter

Signature Page


Agreed to and accepted as of the date first

above written:

 

CALLODINE MIDCO, INC.
By:  

/s/ James Morrow

  Name: James Morrow
  Title: President & CEO
CALLODINE MERGER SUB, INC.
By:  

/s/ James Morrow

  Name: James Morrow
  Title: President & CEO

Project Cape

Commitment Letter

Signature Page


ANNEX A

$120 MILLION

SENIOR SECURED CREDIT FACILITIES

SUMMARY OF TERMS AND CONDITIONS

Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the

Commitment Letter to which this Summary of Terms and Conditions is attached

 

Holdings:    Callodine MidCo, Inc., a Delaware corporation (“Holdings”).
Acquired Corporation:    Manning & Napier, Inc., a Delaware corporation (the “Acquired Corporation”).
Borrower:    Initially, Callodine Merger Sub, Inc. and, immediately upon consummation of the Acquisition (as defined below), the Acquired Corporation (the “Borrower”).
Joint Lead Arrangers and Joint Bookrunners:    Wells Fargo Securities, LLC, Citizens Bank, National Association (“Citizens”) and KeyBank National Association (“KeyBank”) (collectively, in such capacity, the “Lead Arrangers”).
Lenders:    Wells Fargo Bank, National Association (“Wells Fargo Bank”), Citizens, KeyBank and a syndicate of financial institutions and other entities acceptable to the Borrower (such acceptance not to be unreasonably withheld, delayed or conditioned) (each, a “Lender” and, collectively, the “Lenders”).
Administrative Agent:    Wells Fargo Bank (in such capacity, the “Administrative Agent”).
Senior Credit Facilities:   

Senior secured credit facilities (the “Senior Credit Facilities”) in an aggregate principal amount of $120 million, to consist of:

 

(a)   Revolving Credit Facility. A revolving credit facility in an aggregate principal amount of $20 million (the “Revolving Credit Facility”) (with a subfacility for standby letters of credit (each, a “Letter of Credit”) in a maximum amount of $5 million and on customary terms and conditions). Letters of Credit will be issued by Wells Fargo Bank and such other Lenders under the Revolving Credit Facility as agreed by the Borrower and such Lender (in such capacity, each, an “Issuing Lender”). Each Lender with a commitment under the Revolving Credit Facility will purchase an irrevocable and unconditional participation in each Letter of Credit.

 

(b)   Term Loan Facility. A senior secured term loan facility in an aggregate principal amount of $100 million (the “Term Loan Facility”).

Use of Proceeds:    The proceeds of the Term Loan Facility will be used, together with the proceeds of the Equity Contribution, the Additional Equity Contribution and any cash on hand to finance (a) the consummation

 

 

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of the Acquisition and (b) the payment of fees and expenses incurred in connection with the Acquisition, the Equity Contribution, the Additional Equity Contribution and the Senior Credit Facilities (the payment of such fees and expenses, the initial borrowings under the Senior Credit Facilities, the Acquisition, the Equity Contribution and the Additional Equity Contribution, collectively, the “Transactions”).

 

The Revolving Credit Facility will be used to provide financing for payment of fees and expenses in connection with the Transactions and ongoing working capital and for other general corporate purposes of the Borrower and its subsidiaries (including, without limitation, for Permitted Acquisitions (as defined below), other permitted investments, permitted Restricted Payments (as defined below), permitted Restricted Debt Payments (as defined below) and capital expenditures).

Closing Date:    The date on which the Senior Credit Facilities are closed (the “Closing Date”).
Availability:   

The Term Loan Facility will be available only in a single draw of the full amount of the Term Loan Facility on the Closing Date.

 

The Revolving Credit Facility will be available on a revolving basis from and after the Closing Date until the Revolving Credit Maturity Date (as defined below); provided that no more than $5 million may be drawn on the Closing Date.

Documentation:    The documentation for the Senior Credit Facilities will include, among other items, a credit agreement, guarantees and appropriate pledge, security and other collateral documents (collectively, the “Financing Documentation”), all consistent with this Summary of Terms and Conditions. The Financing Documentation will be negotiated in good faith and (a) will contain only those representations, warranties, covenants, mandatory prepayments and events of default set forth in this Summary of Terms and Conditions, the other terms expressly set forth in this Summary of Terms and Conditions and terms and provisions (including customary materiality qualifiers and other customary exceptions that, in each case, are not inconsistent with this Summary of Terms and Conditions) to be mutually agreed (giving due regard to the leverage profile and assets under management of the Borrower, the Acquired Company and their respective subsidiaries, the operational requirements, size, industries, business and business practices of the Borrower, the Acquired Company and their respective subsidiaries), (b) will be consistent with this Summary of Terms and Conditions and the other provisions of the Commitment Documents, (c) will contain customary provisions with respect to the administrative and operational requirements of the Administrative Agent, and (d) will contain customary benchmark replacement provisions, beneficial ownership provisions, QFC stay provisions and EU/UK Bail-In acknowledgement provisions.

 

 

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Guarantors:    The obligations of (a) the Borrower under the Senior Credit Facilities and (b) any Credit Party (as defined below) under any hedging agreements and under any treasury management arrangements entered into between a Credit Party or any of its subsidiaries and any counterparty that is a Lead Arranger, the Administrative Agent or a Lender (or any affiliate of any of the foregoing) at the time such hedging agreement or treasury management arrangement is executed (collectively, the “Secured Obligations”) will be unconditionally guaranteed, on a joint and several basis, by Holdings, the Borrower (with respect to Secured Obligations of Holdings and subsidiaries of the Borrower) and each existing and subsequently acquired or formed direct and indirect wholly-owned (disregarding general partner and managing member interests) domestic subsidiary, other than (i) immaterial subsidiaries (to be defined in a mutually acceptable manner as to individual and aggregate revenues or assets excluded), (ii) any subsidiary that is a controlled foreign corporation under Section 957 of the Internal Revenue Code (“CFC”) or any domestic subsidiary of a CFC, (iii) any domestic subsidiary for which substantially all of its assets consist of equity interests or indebtedness of one or more CFCs (a “CFC Holding Company”), (iv) any subsidiary that is (1) a CFTC-registered introducing broker, a FINRA-member broker-dealer or is otherwise required to be registered as a “broker” or “dealer” as defined under the Securities Exchange Act of 1934 or other applicable law or (2) a mutual fund, unregistered investment fund or a “registered investment company” as defined under the Investment Company Act of 1940, (v) any subsidiary with respect to which, in the reasonable judgment of the Administrative Agent, in consultation with the Borrower, the costs of providing a guarantee would be excessive relative to the value to the Secured Parties from such guarantee, (vi) any not-for-profit subsidiaries, (vii) any captive insurance subsidiary, (viii) any special purpose securitization subsidiary, and (ix) any subsidiary (A) that is prohibited by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date (including any registered broker-dealer) or existing at the time of acquisition thereof after the Closing Date (and not incurred in contemplation of such acquisition), in each case from guaranteeing the Senior Credit Facilities, but only so long as such prohibition exists, (B) would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received or (C) for which providing a guarantee of the Secured Obligations would result in an adverse tax consequence to Holdings and its subsidiaries (including as a result of the operation of Section 956 of the Internal Revenue Code or any similar law or regulation in any applicable jurisdiction) as reasonably determined by the Borrower and the Administrative Agent (each such non-excluded subsidiary, a “Guarantor”, and, such guarantee being referred to as a “Guarantee”). All Guarantees shall be guarantees of payment and not

 

 

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   of collection. The Borrower and the Guarantors are herein referred to as the “Credit Parties”.
Security:   

The Secured Obligations will be secured by valid and perfected first priority (subject to liens expressly permitted in the Financing Documentation) security interests in and liens on all of the following (collectively, the “Collateral”):

 

(a)   (i) 100% of the equity interests of all present and future direct, domestic subsidiaries of any Credit Party and (ii) 65% of the voting equity interests and 100% of the non-voting equity interests of all present and future first-tier foreign subsidiaries of any Credit Party;

 

(b)   all of the tangible and intangible personal property and assets of the Credit Parties (including, without limitation, all equipment, inventory and other goods, accounts, licenses, contracts, intercompany loans, intellectual property and other general intangibles, deposit accounts, securities accounts and other investment property and cash); and

 

(c)   all products, profits and proceeds of the foregoing.

 

Notwithstanding the foregoing, the Collateral will exclude (i) any property or asset of a Credit Party, to the extent the granting of a lien therein is prohibited by applicable law or by contract or would require the consent of a person other than the Credit Parties, their respective subsidiaries or any affiliate or related body corporate of a Credit Party in each case pursuant to a restriction or prohibition that was in effect prior to the Closing Date or the date upon which such Credit Party became a Credit Party and was not created or entered into in contemplation of the Senior Credit Facilities or such person becoming a Credit Party, other than to the extent that such prohibition or requirement would be rendered ineffective pursuant to the anti-assignment provisions of the Uniform Commercial Code or other applicable law; (ii) any United States federal “intent to use” trademark applications to the extent that, and solely during the period that, the grant of a security interest therein would impair the validity or enforceability or render void or result in the cancellation of, any registration issued as a result of such “intent to use” trademark application under applicable law; provided that upon the submission and acceptance by the United States Patent and Trademark Office of an amendment to allege or a verified statement of use pursuant to 15 U.S.C. Section 1060, such “intent to use” trademark application shall cease to be excluded from the Collateral unless otherwise excluded pursuant to another clause of this paragraph; (iii) any particular asset, if the pledge thereof or the grant of a security interest therein would result in material adverse tax consequences to the Credit Parties as reasonably determined by the Borrower in good faith in consultation with the Administrative Agent; provided that if as a result of a change of law or otherwise, the pledge of such asset or the grant of a security interest in such asset ceases to result in material adverse tax

 

 

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   consequences to the Credit Parties as reasonably determined by the Borrower in good faith in consultation with the Administrative Agent, such asset shall cease to be excluded from the Collateral unless otherwise excluded pursuant to another clause of this paragraph; (iv) all leasehold interests; (v) motor vehicles, airplanes and other assets subject to certificates of title in each case to the extent that a security interest therein cannot attach under a general security deed granted by a Credit Party, or be perfected by the filing of financing statement in the jurisdiction of organization of the applicable Credit Party; (vi) except to the extent perfected by the filing of a financing statement, letter of credit rights with a value of less than $5 million; (vii) commercial tort claims with a value of less than $5 million; (viii) equity interests in any person other than wholly owned subsidiaries to the extent not permitted by the terms of such subsidiary’s organizational or joint venture documents, except to the extent such prohibition or restriction would be rendered ineffective under the UCC or other applicable law; (ix) except to the extent perfected by the filing of a financing statement in the jurisdiction of organization of the applicable Credit Party, any deposit accounts or securities accounts maintained as zero balance accounts so long as such accounts sweep on a daily basis into accounts that are not Excluded Accounts (as defined below) and are either maintained with the Administrative Agent or subject to a control agreement reasonably satisfactory to the Administrative Agent, payroll, benefits, withholding and trust accounts held for the benefit of third parties and deposit accounts or securities accounts used solely to secure certain permitted obligations to be agreed (the accounts described in this clause (ix) collectively, “Excluded Accounts”); (x) any lease, license or other agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate applicable law or violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto (other than the Credit Parties or any of their respective affiliates) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibition; (xi) in excess of 65% of the voting capital stock of any CFC or CFC Holding Company; (xii) any of the capital stock of indirect foreign subsidiaries; (xiii) other specific property and assets in circumstances where the Administrative Agent (in its reasonable judgment in consultation with the Borrower) determines that the cost of obtaining, perfecting or maintaining a security interest in such assets are excessive in relation to the value afforded thereby; (xiv) as extracted collateral; (xv) timber to be cut; (xvi) farm products; (xvii) manufactured homes; (xviii) healthcare insurance receivables; and (xix) margin stock. All such security interests will be created pursuant to, and will comply with, Financing Documentation reasonably satisfactory to the Administrative Agent.

 

 

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   Notwithstanding anything to the contrary set forth above, the Credit Parties will not be required, nor will the Administrative Agent be authorized, (a) to make any filings or take other actions in any jurisdiction outside of the United States or required by the applicable law of any jurisdiction outside of the United States (to create or perfect any security interest in assets, including any intellectual property registered in any jurisdiction outside of the United States) other than with respect to pledges of material first tier foreign subsidiaries to the extent such material first tier foreign subsidiary is required to be pledged as Collateral under the Financing Documentation and as the entry into such pledge agreement is reasonably requested by the Administrative Agent, (b) to obtain bailee waivers, landlord waivers, estoppels or collateral access letters (other than the use of commercially reasonable efforts to obtain a landlord waiver with respect to the chief executive office location of a Credit Party), (c) to execute and deliver control agreements with respect to deposit or securities accounts, (d) to (i) deliver promissory notes and other instruments and tangible chattel paper constituting Collateral or (ii) take any action to perfect a lien with respect to letters of credit, letter of credit rights, commercial tort claims, electronic chattel paper or assets subject to a certificate of title or similar statute (in each case, other than the filing of customary UCC financing statements), in each case of clauses (i) and (ii), that have an aggregate principal, value or face amount of less than $5 million, (e) to enter into mortgages or deeds of trust in respect of real property interests in any jurisdiction, (f) to seek the consent of any counterparty (unless it is another Credit Party, a related party of a Credit Party, an affiliate of a Credit Party or a Lender, an affiliate of a Lender or a related party of a Lender), government agency or other authority or body with respect to granting a security interest in, or perfecting a lien over any contractual right, leasehold interest, right under any authorization, license or permit or any other right or agreement where such requirement for consent was in effect prior to the Closing Date or the date upon which such Credit Party became a Credit Party and was not created or entered into in contemplation of the Senior Credit Facilities or such person becoming a Credit Party and (g) take any other perfection action as to which the Administrative Agent and the Borrower reasonably determine that the costs of such perfection action with respect to such assets are excessive in relation to the value of the security or other benefit afforded thereby.
Final Maturity:   

The final maturity of the Term Loan Facility will occur on the 5th anniversary of the Closing Date (the “Term Loan Maturity Date”).

 

The final maturity of the Revolving Credit Facility will occur on the 5th anniversary of the Closing Date (the “Revolving Credit Maturity Date”) and the commitments with respect to the Revolving Credit Facility will automatically terminate and all amounts outstanding under the Revolving Credit Facility shall be due and payable on such date.

 

 

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Amortization:   

The Term Loan Facility will amortize in quarterly installments (commencing with the first full fiscal quarter ending following the Closing Date) in a quarterly amount equal to 2.5% of the original principal amount of the original principal amount of the Term Loan Facility, stepping down to a quarterly amount of 1.25% of the original principal amount of the Term Loan Facility at the fifth full fiscal quarter ended following the Closing Date and each quarter thereafter, so long as the Total Leverage Ratio (to be defined in the Financing Documentation) as of the end of the applicable quarter is less than 2.00 to 1.00 (it being understood and agreed that the amortization for any quarter shall step back up to 2.5% of the original principal amount of the Term Loan Facility in, and with respect to, any quarter if the Total Leverage Ratio as of the end of such quarter is equal to or greater than 2.00 to 1.00) with the remainder due on the Term Loan Maturity Date.

 

The Revolving Credit Facility will not amortize.

Interest Rates and Fees:    Interest rates and fees in connection with the Senior Credit Facilities will be as specified in the Fee Letters and on Schedule I attached hereto.
Mandatory Prepayments:   

The Senior Credit Facilities will be required to be prepaid with:

 

(a)   100% of the net cash proceeds of the issuance or incurrence of debt by Holdings, the Borrower or any of their respective subsidiaries (other than any debt permitted to be issued or incurred pursuant to the terms of the Financing Documentation); and

 

(b)   100% of the net cash proceeds of all asset sales, insurance and condemnation recoveries and other asset dispositions by Holdings, the Borrower or any of their respective subsidiaries (including the issuance by any such subsidiary of any of its equity interests to a person other than a Credit Party), subject to reinvestment provisions and baskets to be mutually agreed upon; and

 

(c)   100% of the net cash proceeds of any Specified Equity Contribution (as defined below).

 

All such mandatory prepayments will be applied first to prepay outstanding loans under the Term Loan Facility with application to the remaining scheduled amortization payments as follows: (i) except in the case of a prepayment under clause (c) above relating to an AUM Covenant Cure, first, in direct order of maturity to the next four (4) scheduled amortization payments thereof (assuming for this purpose that any amortization payments occurring after the fifth full fiscal quarter following the Closing Date will be at the level specified in the section entitled “Amortization” above applicable at the time of the prepayment) and thereafter, to the remaining scheduled amortization

 

 

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   payments (assuming for this purpose that any amortization payments occurring after the fifth full fiscal quarter following the Closing Date will be at the level specified in the section entitled “Amortization” above applicable at the time of the prepayment) on a pro rata basis (including the bullet payment due on the Term Loan Maturity Date) and (ii) solely in the case of a prepayment under clause (c) above relating to an AUM Covenant Cure, first, to the bullet payment due on the Term Loan Maturity Date and thereafter in inverse order of maturity to the other amortization payments and second, to prepay outstanding loans under the Revolving Credit Facility (without a permanent reduction in the commitments under the Revolving Credit Facility).
Optional Prepayments and Commitment Reductions:    Loans under the Senior Credit Facilities may be prepaid and unused commitments under the Revolving Credit Facility may be reduced at any time, in whole or in part, at the option of the Borrower, upon notice and in minimum principal amounts and in multiples to be agreed upon, without premium or penalty (except Adjusted Term SOFR (as defined below) breakage costs, if any). Any optional prepayment of the Term Loan Facility will be applied to the remaining scheduled amortization payments thereof (assuming for this purpose that any amortization payments occurring after the fifth full fiscal quarter following the Closing Date will be at the level specified in the section entitled “Amortization” above applicable at the time of the prepayment) as directed by the Borrower (or in the absence of such direction, in direct order of such payments).
Conditions to Closing and Initial Extensions of Credit:    The Closing Date and the making of the initial extensions of credit under the Senior Credit Facilities will be subject solely to satisfaction of the conditions precedent set forth in the Conditions Annex.
Conditions to All Extensions of Credit:    Each extension of credit under the Senior Credit Facilities (other than the initial extensions of credit on the Closing Date) will be subject to usual and customary terms and conditions for similar facilities.
Representations and Warranties:    Limited to the following (which will be applicable to the Borrower and its subsidiaries and, in certain cases, Holdings and be subject to materiality thresholds and exceptions to be mutually agreed): organizational and legal status, power and qualification; ownership and capitalization; authorization, execution, delivery and enforceability; no conflict with laws or material agreements and no requirement for consents or approvals; compliance with all applicable laws and regulations and maintenance of all required consents and approvals; payment of taxes; intellectual property; environmental matters; ERISA and employee benefit matters; investment advisor, broker dealer and related matters; the Investment Company Act and other governmental regulations; margin stock; material contracts; employee and labor relations; financial statements; absence of any material adverse change; solvency; title to properties; absence of material litigation; anti-corruption laws, anti-money laundering laws and sanctions; no default; senior debt status; and accuracy of

 

 

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   disclosure (including, without limitation, accuracy of information contain in any beneficial ownership certification); collateral matters including, without limitation, perfection and priority of liens; beneficial ownership matters as of the Closing Date; and not being an affected financial institution.
Affirmative Covenants:    Limited to the following (which will be applicable to the Borrower and its subsidiaries and, in certain cases, Holdings, and be subject to materiality thresholds and exceptions to be mutually agreed): financial and collateral reporting (including annual audited financial statements to be delivered no later than 90 days after the end of each fiscal year (or 120 days in the case of the first fiscal year ending after the Closing Date) and quarterly unaudited financial statements to be delivered no later than 45 days (or 60 days in the case of the first three (3) such fiscal quarters ending after the Closing Date) after the end of each of the fiscal quarters of each fiscal year (other than, except with respect to the fiscal quarter ended December 31, 2022, the last quarter of any fiscal year) (in each case, accompanied by covenant compliance certificates (other than with respect to the fiscal quarter ended December 31, 2022; it being understood and agreed that a covenant compliance certificate shall accompany the audited financial statements for the fiscal year ending December 31, 2022) and management discussion and analysis in a customary form for a private company), annual updated budgets and monthly assets under management reporting as has been historically available in the Acquired Company’s public reporting under the heading “Assets Under Management” (“AUM”), including without limitation, gross client inflows and outflows, appreciation or depreciation in the market value of client assets, and average assets under management for such period); other customary reports and notices (including notices of defaults, litigation and other material events); maintenance of existence; maintenance of property, rights and privileges; maintenance of insurance (including hazard and business interruption insurance); maintenance of books and records; payment of taxes; compliance with laws and regulations (including environmental laws, ERISA and investment advisor, broker-dealer and related matters); maintenance of and compliance with all material contracts; right of the Administrative Agent and Lenders (with such visits by Lenders to be coordinated with the Administrative Agent) to inspect property and books and records (subject to customary limitations as to frequency and expense reimbursement); additional Guarantors and Collateral; use of proceeds; anti-corruption laws, anti-money laundering laws and sanctions; further assurances and, if applicable, post-closing obligations.
Negative Covenants:    Limited to the following (which, with the exception of the limitation on activities of Holdings (which shall apply only to Holdings), will be applicable to the Borrower and its subsidiaries and, in each case, be subject to materiality thresholds and exceptions to be mutually agreed): limitation on debt (including disqualified equity interests);

 

 

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limitation on liens; limitation on loans, advances, acquisitions and other investments; limitation on fundamental changes; limitation on asset sales and other dispositions (including, without limitation, sale-leaseback transactions and dispositions arising from statutory divisions); limitation on dividends, distributions, redemptions and repurchases of equity interests (collectively, “Restricted Payments”); limitation on transactions with affiliates; limitation on fiscal year and accounting practices; limitation on amendment of organizational documents; limitation on amendments of, or prepayments, redemptions and purchases of, subordinated and certain other debt (such prepayments, redemptions and purchases, collectively, the “Restricted Debt Payments”); limitation on negative pledges, dividend and other payment restrictions affecting subsidiaries and other restrictive agreements; limitation on changes in line of business; limitations on activities of Holdings; and limitation on amendment of management agreements.

 

The definitive Financing Documentation will include, amongst others, exceptions permitting the following subject to other customary terms and conditions to be mutually agreed: (i) Permitted Acquisitions (as defined below), (ii) an unlimited amount of investments (other than acquisitions), other Restricted Payments and Restricted Debt Payments so long as no default or event of default has occurred or would result therefrom and after giving pro forma effect thereto and to any indebtedness incurred in connection therewith the Borrower is in pro forma compliance with each of the Financial Covenants (as defined below) and the pro forma Fixed Charge Coverage Ratio (as defined below) is no less than 1.25 to 1.00, and (iii) customary tax distributions; provided that investments by any Credit Party into, or investments made by, any subsidiary that is not a Credit Party shall be subject to a cap to be mutually agreed.

 

As used herein, the term “Permitted Acquisitions” shall mean acquisitions by the Borrower or a subsidiary of all or substantially all of the assets of, or all of the equity interests in, a target or a division or line of business of a seller; provided, that (a) no default or event of default is then continuing or would be caused thereby, (b) after giving effect to such acquisition and any indebtedness incurred or assumed in connection therewith, the Borrower will be compliance on a pro forma basis with the Financial Covenants in effect as of the date of such acquisition and the pro forma Fixed Charge Coverage Ratio is no less than 1.25 to 1.00, (c) such target or such division or line or business will be in the same, similar or related line of business (or a business complementary or incidental thereto) in which the Borrower and its subsidiaries are engaged as of the Closing Date, (d) such acquisition shall be consensual, (e) within 60 days after the consummation of such acquisition (or such later period as may be permitted by the Financing Documentation), the acquired entities and their respective subsidiaries (or any entities formed to acquire such target, assets, division or line of business) will become Guarantors, subject to the exceptions set forth

 

 

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above for Guarantors and (f) the Borrower shall have provided written notice of such acquisition to the Administrative Agent and in the case of any acquisition having an aggregate consideration in excess of $5 million, if reasonably requested by the Administrative Agent, draft documentation and other financial diligence materials therefor not less than 10 business days (or such shorter period as may be agreed to by the Administrative Agent) prior to the proposed closing date of such acquisition; provided further that acquisitions by any subsidiary that is not a Credit Party or of any person that does not become a Credit Party in connection with such acquisition, shall be subject to a cap to be mutually agreed.

 

For purposes hereof, “Fixed Charge Coverage Ratio” shall be defined in the Financing Documentation to mean, with respect to Holdings and its subsidiaries, for any applicable period (a) an amount equal to (i) Consolidated EBITDA (as defined in Annex C attached hereto) for such period less unfinanced capital expenditures (including acquisitions and cash investments in third parties outside the ordinary course of business, other than acquisitions and investments financed with the proceeds of an issuance of debt or qualified equity) made during such period less taxes paid or payable in cash during such period and tax distributions made during such period less Restricted Payments and Restricted Debt Payments made during such period divided by (ii) the sum, without duplication, of the following for such period: scheduled principal payments of indebtedness made or required to be made during such period plus interest expense paid or payable in cash during such period.

Financial Covenants:   

The following (collectively, the “Financial Covenants”):

 

(a) On a quarterly basis (commencing with the first full fiscal quarter following the Closing Date), a maximum Total Leverage Ratio of 3.50 to 1.00 with a step down to 3.00 to 1.00 after the fourth full fiscal quarter end following the Closing Date;

 

(b) On a monthly basis (commencing with the first full calendar month following the Closing Date), a minimum Assets Under Management equal to no less than the amount that is equal to the sum of 75% of the value of the Assets Under Management on the Closing Date (calculated on the Closing Date) and 75% of the value of any Assets Under Management acquired after the Closing Date (calculated as of the date of acquisition thereof on a monthly average basis). The Financial Covenants will apply to Holdings, the Borrower and its subsidiaries on a consolidated basis, with any definition not otherwise defined herein, to be mutually agreed upon; provided that the definition of “Consolidated EBITDA” shall be as set forth on Annex C.

 

For purposes of determining compliance with the maximum Total Leverage Ratio Financial Covenant, any Specified Equity Contribution made after the beginning of the most recently ended

 

 

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   fiscal quarter and on or prior to the day that is 15 business days after the day on which financial statements are required to be delivered for such fiscal quarter (such date, the “Leverage Cure Expiry Date”) will, at the written request of the Borrower, be included in the calculation of Consolidated EBITDA, as applicable, solely for the purposes of determining compliance with such Financial Covenant at the end of such fiscal quarter and the applicable subsequent periods which include such fiscal quarter (each such contribution, a “Leverage Covenant Cure”). For purposes of determining compliance with the minimum Assets Under Management Financial Covenant, the Equity Investors may make a Specified Equity Contribution in an amount equal to $10 million (each, a “AUM Covenant Cure”) on or prior to the day that is 5 business days after the end of the applicable calendar month (such date, the “AUM Cure Expiry Date”) which upon written notice from the Borrower to the Administrative Agent will be deemed to cure a breach of the minimum Assets Under Management Financial Covenant for such period. Notwithstanding the foregoing (a) in each four consecutive fiscal quarter period there will be (i) a period of at least two fiscal quarters in which no Specified Equity Contribution is made and (ii) no more than one (1) AUM Covenant Cure, (b) no more than five (5) Specified Equity Contributions may be made during the term of the Senior Credit Facilities, (c) the amount of any Specified Equity Contribution made in connection with a Leverage Covenant Cure in any period will be no greater than the amount required to cause the Borrower to be in compliance with such Financial Covenant for such period, (d) each Specified Equity Contribution shall be counted solely for the purposes of the applicable Financial Covenant being cured and shall not be included for the purposes of determining pricing, the availability or amount of any covenant baskets or carve-outs or for any other purpose and no AUM Covenant Cure will be included in determining Consolidated EBITDA or any other amounts under the maximum Total Leverage Ratio covenant, (e) the Specified Equity Contribution shall be used to prepay the Senior Credit Facilities as described in the section entitled “Mandatory Prepayments” above and (f) for purposes of calculating the Financial Covenants for the fiscal quarter for which the Specified Equity Contribution in connection with a Leverage Covenant Cure is made and each of the subsequent four fiscal quarter periods that includes such quarter, there shall be no pro forma or other reduction of indebtedness with the proceeds of any Specified Equity Contribution. The Financing Documentation will contain a customary standstill provision with regard to the exercise of remedies during the period from the date the Administrative Agent receives from the Borrower a written notice of the Borrower’s intention to cure a default of the applicable Financial Covenant with the proceeds of a Specified Equity Contribution until the earliest to occur of (x) the Leverage Cure Expiry Date or AUM Cure Expiry Date, as applicable, without the Specified Equity Contribution having been made in an amount sufficient to cure such default, (y) the occurrence of another event of default under the Senior Credit Facilities and (z) the Borrower’s determination that no

 

 

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Specified Equity Contribution will be made; provided that such standstill shall apply solely in respect of the exercise of remedies in respect of the breach (or prospective breach) of the applicable Financial Covenant giving rise thereto; provided, further that for all other purposes (including, without limitation, any “default” blockers) such breach and default shall be deemed to exist and be continuing in all respects.

 

As used herein, “Specified Equity Contribution” means a cash equity contribution (which equity will be in the form of common equity or other “qualified” equity having terms reasonably acceptable to the Administrative Agent) made to Holdings by one or more of the Equity Investors and by Holdings to the Borrower.

Events of Default:    The following (with materiality thresholds, exceptions and cure periods to be mutually agreed): non-payment of obligations; inaccuracy of representation or warranty; non-performance of covenants and obligations; default on other material debt (including hedging agreements); any change of control (to be defined in the Financing Documentation); bankruptcy or insolvency; ERISA events; material judgments; and actual or asserted invalidity or unenforceability of any Financing Documentation or liens securing obligations under the Financing Documentation.
Yield Protection and Increased Costs:    Customary for facilities of this type, including, without limitation, in respect of breakage or redeployment costs incurred in connection with prepayments of SOFR Loans (as defined below), changes in capital adequacy and capital requirements or their interpretation (provided that (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented), illegality, unavailability, reserves without proration or offset and payments free and clear of withholding or other taxes.
EU/UK Bail-In / ERISA / QFC:    Customary “EU/UK Bail-In” and “qualified financial contract” provisions and representations and warranties relating to “plan assets” shall be included in the Financing Documentation.
Assignments and Participations:   

(a)   Minimums: Subject to the consents described below, each Lender will be permitted to make assignments in respect of the Senior Credit Facilities in a minimum amount equal to $5 million.

 

(b)   Consents: The consent of the Borrower (such consent not to be unreasonably withheld or delayed) will be required for any

 

 

Annex A – Summary of Terms and Conditions

13


  

       assignment unless (i) a payment or bankruptcy Event of Default has occurred and is continuing or (ii) the assignment is to a Lender, an affiliate of a Lender or an Approved Fund (as such term shall be defined in the Financing Documentation); provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 business days after having received notice thereof. The consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) will be required for any assignment (i) in respect of the Revolving Credit Facility or an unfunded commitment under the Term Loan Facility, to an entity that is not a Lender with a commitment in respect to the applicable facility, an affiliate of such Lender or an Approved Fund with respect to such Lender and (ii) in respect of outstanding loans under the Term Loan Facility to an entity that is not a Lender, an affiliate of a Lender or an Approved Fund. The consent of the Issuing Lenders (such consents not to be unreasonably withheld or delayed) will be required for any assignment under the Revolving Credit Facility. Participations will be permitted without the consent of the Borrower or the Administrative Agent.

 

(c)   No Assignment or Participation to Certain Persons. No assignment or participation may be made to natural persons, Disqualified Institutions (as defined below), Holdings, the Borrower, any Equity Investor or any of their respective affiliates or subsidiaries. No assignments may be made to any Defaulting Lender (as such term shall be defined in the Financing Documentation).

 

As used herein, “Disqualified Institution” means:

 

(a) (i) any person identified in writing from counsel to the Borrower to McGuireWoods, LLP on March 29, 2022 in a writing captioned “RE: Project Cape—Disqualified Lenders”, (ii) any affiliate of any person described in clause (a)(i) above that is reasonably identifiable as an affiliate of such person solely on the basis of the similarity of such affiliate’s name to that of a person set forth on the “Disqualified Institution List” and (iii) any other affiliate of any Person described in clause (a)(i) above that is identified in a written notice by the Borrower to the Administrative Agent after the Closing Date that references such notice as a supplement to the writing referred to in clause (a)(i) above; and/or

 

(b) (i) any person that is a Competitor (as defined below) or an affiliate of a Competitor of the Acquired Company, the Borrower or any of their respective subsidiaries,

 

 

Annex A – Summary of Terms and Conditions

14


  

in each case that was identified in writing by counsel to the Borrower to McGuireWoods, LLP on March 29, 2022 captioned “RE: Project Cape—Disqualified Lenders”, (ii) any affiliate of any person described in clause (b)(i) above that is reasonably identifiable as an affiliate of such person solely on the basis of the similarity of such affiliate’s name to that of a Competitor and (iii) any other Competitor or affiliate of a Competitor that is identified in a written notice by the Borrower to the Administrative Agent after the Closing Date;

 

provided that, supplements to the list of Disqualified Institutions shall become effective two (2) business days after delivery thereof to the Administrative Agent and shall not apply retroactively to disqualify any person that has previously acquired an assignment, participation or other interest in the Senior Credit Facilities; provided further that any bona fide debt fund or investment vehicle that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business which is managed, sponsored or advised by any person controlling, controlled by or under common control with any person described in clauses (a) or (b) above or its controlling owner and for which no personnel involved with the competitive activities of such person or controlling owner (i) makes any investment decisions for such debt fund or (ii) has access to any confidential information (other than publicly available information) relating to the Acquired Company, the Borrower or their respective subsidiaries shall be deemed not to be included in clauses (a)(ii) or (b)(ii) above.

 

As used herein, “Competitor” means a competitor of the Acquired Company, the Borrower or any of their respective subsidiaries operating in the same industry or a substantially similar industry.

Required Lenders:    On any date of determination, those Lenders who collectively hold more than 50% of the outstanding loans and unfunded commitments under the Senior Credit Facilities, or if the Senor Credit Facilities have been terminated, those Lenders who collectively hold more than 50% of the aggregate outstandings under the Senior Credit Facilities (the “Required Lenders”); provided that in the event that any Lender holds more than 50% but less than 100% of the outstanding loans and unfunded commitments under the Senior Credit Facilities at any time, Required Lenders at such time shall be required to be comprised of at least two (2) non-affiliated Lenders; provided, further that if any Lender shall be a Defaulting Lender at such time, then the outstanding loans and unfunded commitments under the Senior Credit Facilities of such Defaulting Lender shall be excluded from the determination of Required Lenders.

 

 

Annex A – Summary of Terms and Conditions

15


Amendments and Waivers:   

Amendments and waivers of the provisions of the Financing Documentation will require the approval of the Required Lenders, except that (a) the consent of all Lenders directly adversely affected thereby will be required with respect to (i) increases in or extensions of the commitment of such Lender (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment shall not constitute an increase or extension of any commitment), (ii) reductions of principal, interest, fees or other amounts (but not by virtue of a waiver of any condition precedent, default, event of default or mandatory prepayment or change to a financial ratio or definition applicable thereto), (iii) extensions of scheduled maturities or times for payment, (iv) reductions in the voting percentages and (v) modifications to any pro rata sharing provisions and (b) the consent of all Lenders will be required with respect to releases or subordination of all or substantially all of the value of the Collateral or Guarantors.

 

The Financing Documentation will contain “yank-a-bank” provisions as are usual and customary for financings of this kind.

Defaulting Lender Provisions:    Usual and customary for transactions of this nature, including, cash collateralization for Letters of Credit in the event any lender under the Revolving Credit Facility becomes a Defaulting Lender.
Indemnification and Expense Reimbursement:    Usual and customary for transactions of this nature with payment provisions and exceptions substantially similar to those set forth in the Commitment Letter.
Governing Law; Exclusive Jurisdiction and Forum:    The Financing Documentation will provide that each party thereto will submit to the exclusive jurisdiction and venue of the federal and state courts of the State of New York sitting in the Borough of Manhattan (except to the extent the Administrative Agent or any Lender requires submission to any other jurisdiction in connection with the exercise of any rights under any security document or the enforcement of any judgment). New York law will govern the Financing Documentation, except with respect to certain security documents where applicable local law is necessary for enforceability or perfection.
Waiver of Jury Trial and Punitive and Consequential Damages:    All parties to the Financing Documentation shall waive the right to trial by jury and the right to claim punitive or consequential damages.

 

 

Annex A – Summary of Terms and Conditions

16


SCHEDULE I

INTEREST AND FEES

 

Interest:   

At the Borrower’s option, loans will bear interest based on the Base Rate (as defined below) or Adjusted Term SOFR as described below:

 

A. Base Rate Option

 

Interest will be at the Base Rate plus the applicable Interest Margin (as defined below). The “Base Rate” is defined as the highest of (a) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1%, (b) the prime commercial lending rate of the Administrative Agent, as established from time to time at its principal U.S. office (which such rate is an index or base rate and will not necessarily be its lowest or best rate charged to its customers or other banks) and (c) the daily Adjusted Term SOFR for a one-month tenor plus 1%. Interest shall be payable quarterly in arrears. Any loan bearing interest at the Base Rate is referred to herein as a “Base Rate Loan”.

 

B. Adjusted Term SOFR Option.

 

Interest will be determined for periods (“Interest Periods”) of one, three or six months as selected by the Borrower and will be at the forward-looking term rate based on the secured overnight financing rate that is published by CME Group Benchmark Administration Limited (CBA) (or a successor administrator of such rate) (“Term SOFR”) plus the Term SOFR Adjustment, as defined below (when added to Term SOFR, “Adjusted Term SOFR”) plus the applicable Interest Margin. Adjusted Term SOFR will be determined by the Administrative Agent at the start of each Interest Period and, other than in the case of Adjusted Term SOFR used in determining the Base Rate, will be fixed through such period. Interest will be paid on the last day of each Interest Period or, in the case of Interest Periods longer than three months, every three months. Term SOFR in no event shall be less than 0%. Any loan bearing interest at Adjusted Term SOFR (other than a Base Rate Loan for which interest is determined by reference to Adjusted Term SOFR) is referred to herein as a “SOFR Loan”. The Financing Documentation will contain provisions with respect to the establishment of a successor interest rate for Adjusted Term SOFR.

 

Term SOFR Adjustment” means, for any calculation with respect to a Base Rate Loan or a SOFR Loan, a percentage per annum as set forth below for the applicable type of such Loan and (if applicable) Interest Period therefor:

 

Base Rate Loans:

 

0.10%

 

 

Schedule I to Annex A– Interest and Fees

1


  

SOFR Loans:

 

Interest Period

   Percentage  

One month

     0.10

Three months

     0.15

Six months

     0.25

 

Default Interest:    (a) Automatically upon the occurrence and during the continuance of any payment event of default or upon a bankruptcy event of default of any Credit Party or (b) at the election of the Required Lenders (or the Administrative Agent at the direction of Required Lenders), upon the occurrence and during the continuance of any other event of default, all outstanding principal, fees and other obligations under the Senior Credit Facilities shall bear interest at a rate per annum of 2% in excess of the rate then applicable to such loan (including the applicable Interest Margin), fee or other obligation and shall be payable on demand of the Administrative Agent.
Commitment Fee:    A commitment fee (the “Commitment Fee”) will accrue on the unused amounts of the commitments under the Revolving Credit Facility, with exclusions for Defaulting Lenders. Such Commitment Fee will initially be 0.25% per annum and after delivery of financial statements for the first full fiscal quarter ending after the Closing Date will be determined in accordance with the pricing grid set forth below. All accrued Commitment Fees will be fully earned and due and payable quarterly in arrears for the account of the Lenders under the Revolving Credit Facility and will accrue from the Closing Date.
Letter of Credit Fees:    The Borrower will pay to the Administrative Agent, for the account of the Lenders under the Revolving Credit Facility, letter of credit participation fees equal to the Interest Margin for SOFR Loans under the Revolving Credit Facility, in each case, on the undrawn amount of all outstanding Letters of Credit.
Interest Margins:    The applicable interest margins (the “Interest Margin”) will be initially, 3.75% for SOFR Loans and 2.75% for Base Rate Loans; provided that after the date on which the Borrower will have delivered financial statements for the first full fiscal quarter after the Closing Date, the Interest Margin shall be determined in accordance with the pricing grid set forth below.
Other Fees:    The Lead Arrangers, the Administrative Agent and the Issuing Lenders will receive such other fees as will have been separately agreed among them and the Borrower or Holdings.
Pricing Grid:    The applicable Interest Margin shall be based on the Total Leverage Ratio pursuant to the following grid:

 

 

Schedule I to Annex A– Interest and Fees

2


Level

  

Total Leverage Ratio

   Interest
Margin for
SOFR Loans
    Interest
Margin for
Base Rate
Loans
    Commitment
Fee
 

I

   Greater than or equal to 2.75 to 1.00      4.00     3.00     0.30

II

   Greater than or equal to 2.25 to 1.00 but less than 2.75 to 1.00      3.75     2.75     0.25

III

   Less than 2.25 to 1.00      3.50     2.50     0.20

 

   The applicable Interest Margin shall be based on Level II of the pricing grid until the first calculation date following the receipt by the Administrative Agent and the Lenders of the financial information and related compliance certificate for the first full fiscal quarter ending after the Closing Date.

 

 

Schedule I to Annex A– Interest and Fees

3


ANNEX B

$120 MILLION

SENIOR SECURED CREDIT FACILITIES

CONDITIONS ANNEX

Capitalized terms not otherwise defined herein shall have the meanings assigned to them

in the Commitment Letter to which this Annex is attached or in Annex A to the Commitment Letter

The Closing Date and the making of the initial loans under the Senior Credit Facilities will be subject solely to the satisfaction of the following conditions precedent:

1. The Financing Documentation, which shall be consistent, in each case, with the Commitment Documents and shall be otherwise reasonably satisfactory to the Lead Arrangers and the Borrower, will have been executed and delivered to the Administrative Agent and the Administrative Agent shall have received customary and reasonably satisfactory legal opinions (including, if applicable, opinions, as may be reasonably requested by the Administrative Agent, of local counsel located in a relevant jurisdiction the laws of which are not otherwise addressed in the legal opinion of primary counsel to the Credit Parties), evidence of authorization, organizational documents, customary insurance certificates and endorsements, good standing certificates (with respect to the applicable jurisdiction of incorporation or organization of each Credit Party), including, where customary, certificates as to tax status (with respect to the applicable jurisdiction of incorporation or organization of each Credit Party) and customary officer’s certificates and a customary request for extension of credit for any initial extensions of credit under the Senior Credit Facilities to be made on the Closing Date.

2. Subject to the Limited Conditionality Provision, the Administrative Agent shall have received satisfactory evidence that the Administrative Agent (on behalf of the Lenders) shall have a valid and perfected first priority (subject to certain exceptions to be set forth in the Financing Documentation) lien and security interest in the Collateral (including, without limitation, receipt of all certificates evidencing pledged capital stock or membership or partnership interests, as applicable, with accompanying executed stock or transfer powers, all UCC financing statements to be filed in the applicable government UCC filing offices, and all intellectual property security agreements to be filed with the United States Copyright Office or the United States Patent and Trademark Office, as applicable, and receipt of Uniform Commercial Code lien searches and federal tax lien searches in the jurisdiction of location (as determined under the Uniform Commercial Code) of the applicable Credit Party or subsidiary, and tax lien and bankruptcy searches in the location of the jurisdiction of incorporation or organization and chief executive office (or principal place of business if such entity does not have a chief executive office) of the applicable Credit Party or subsidiary and judgment searches in the location of the chief executive office (or principal place of business of the applicable Credit Party or subsidiary if such entity does not have chief executive office) and all intellectual property searches at the United States Copyright Office or the United States Patent and Trademark Office), and evidence reasonably satisfactory to the Administrative Agent that all filings with respect thereto are in proper form for filing with the applicable filing offices, and provision has been made for the payment of all recording fees and taxes in connection therewith.

3. Since the date of the Commitment Letter, there shall not have occurred any change, development, event or circumstance that, individually or with all other changes, developments, events or circumstances, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Acquisition Agreement); provided that with respect to clause (13) of such definition, such actions or omissions shall only be excluded if such action or omission has been approved in writing by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed).

 

 

 

Annex B – Conditions Annex

1


4. The Acquisition shall be consummated substantially concurrently with the initial funding of the Senior Credit Facilities in accordance with the terms described in the Acquisition Agreement without giving effect to any waiver, modification or consent thereunder that is materially adverse to the interests of the Lenders and the Commitment Parties (as reasonably determined by the Administrative Agent) unless approved by the Administrative Agent; provided that (a) any increase in the purchase price shall be deemed to be not materially adverse to the Lenders and the Commitment Parties so long as such increase is not funded with additional indebtedness, (b) any decrease in the purchase price shall not be materially adverse to the Lenders and the Commitment Parties so long as (i) such decrease is less than 10% of the purchase price in respect of the Acquisition (it being acknowledged and agreed that any decrease of the purchase price of 10% or more shall be deemed to be material and adverse to the Lenders and the Commitment Parties) and (ii) 100% of such decrease is applied, on a dollar-for-dollar basis, to reduce the amount of the Term Loan Facility and the Equity Contribution on a pro rata basis, and (c) any amendment, waiver or other modification of (i) the definition of “Material Adverse Effect” as set forth therein or (ii) the third party beneficiary rights or related provisions of the Acquisition Agreement applicable to the Commitment Parties and/or the Lenders, shall be materially adverse to the interests of the Lenders and the Commitment Parties.

5. The Equity Contribution and the Additional Equity Contribution shall have been made on terms consistent with this Commitment Letter.

6. On the Closing Date, after giving effect to the Transactions, neither the Borrower nor any of its subsidiaries shall have any outstanding indebtedness for borrowed money (other than indebtedness that the Lead Arrangers and the Credit Parties agree may remain outstanding under the Financing Documentation).

7. The Lead Arrangers shall have received:

(a) with respect to the Acquired Company and its subsidiaries, (i) audited consolidated balance sheets and related consolidated statements of income, shareholder’s equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date (the “Audited Financial Statements”), and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date, other than the fiscal quarter ended December 31, 2021 (the “Unaudited Financial Statements”); provided that the Lead Arrangers acknowledge receipt of the Audited Financial Statements for the fiscal years ended December 31, 2019, December 31, 2020 and December 31, 2021;

(b) a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Acquired Company and its subsidiaries for the fiscal year most recently ended for which Audited Financial Statements are provided and for the four-quarter period ending on the last day of the most recent fiscal quarter ending at least 45 days before the Closing Date for which Unaudited Financial Statements are provided, prepared after giving pro forma effect to each element of the Transactions as if the Transactions had occurred on the last day of such four quarter period (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements);

(c) projections prepared by management and the Equity Investors of balance sheets, income statements and cash flow statements of Holdings and its subsidiaries, in form and substance reasonably acceptable to the Lead Arrangers; provided that the Lead Arrangers acknowledge receipt and satisfaction with the projections delivered to Wells Fargo Securities on January 20, 2022; and

 

 

Annex B – Conditions Annex

2


(d) a certificate from the chief financial officer of Holdings (in the form attached hereto as Annex D) certifying that after giving pro forma effect to each element of the Transactions, Holdings and its subsidiaries (on a consolidated basis) are solvent.

8. Wells Fargo Securities shall have received, at least five (5) business days prior to the Closing Date, all documentation and other information (including, without limitation, a beneficial ownership certification (or evidence satisfactory to the Lead Arrangers that the Borrower is exempt from the reporting requirements of the beneficial ownership regulations), as applicable) requested by the Administrative Agent or any Lender to comply with applicable “know your customer”, anti-money-laundering, beneficial ownership and other similar rules and regulations, including, without limitation, the PATRIOT Act, that has been requested at least fifteen (15) business days prior to the Closing Date.

9. All fees and expenses due to the Lead Arrangers, the Administrative Agent and the Lenders required to be paid on the Closing Date (including in the case of expenses to the extent invoiced in reasonable detail at least two (2) business days prior to the Closing Date or set forth in a funds flow approved by the Borrower) the fees and expenses of counsel for Wells Fargo Securities and the Administrative Agent) will have been paid.

10. The Closing Date shall not occur prior to April 30, 2022.

11. The Specified Purchase Agreement Representations will be true and correct to the extent required by the Limited Conditionality Provision and the Specified Representations will be true and correct in all material respects (or if qualified by materiality or material adverse effect, in all respects).

 

 

Annex B – Conditions Annex

3


ANNEX C

$120 MILLION

SENIOR SECURED CREDIT FACILITIES

CERTAIN DEFINED TERMS

Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Commitment Letter to which this Annex is attached or in Annex A to the Commitment Letter

Consolidated” means, when used with reference to financial statements or financial statement items of any person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

Consolidated EBITDA” means, for any Reference Period, the aggregate of the following for Holdings and its subsidiaries on a Consolidated basis: (i) Consolidated Net Income for such period, plus (ii) to the extent deducted in calculating Consolidated Net Income (other than with respect to clause (ii)(J) below), the sum of, without duplication: (A) Consolidated Interest Expense for such period, (B) expenses for foreign, federal, state, local and other income taxes, plus taxes based on profits or capital, franchise, property or similar taxes (including, in each case, penalties and interest related to such taxes or arising from tax examinations), (C) depreciation and amortization, (D) costs and expenses related to stock- or other equity-based compensation, any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription plan or stockholders agreement, in each case to the extent that such costs or expenses are fully funded solely with cash proceeds contributed to the capital of the Borrower or net cash proceeds of issuance of Equity Interests of the Borrower (other than disqualified equity interests), (E) all transaction fees, charges and other amounts related to the Transactions in an amount not to exceed $22.5 million to the extent paid within six (6) months of the Closing Date, (F) transaction fees, costs and expenses incurred to the extent reimbursable by third parties pursuant to indemnification provisions; provided that the Borrower in good faith expects to receive reimbursement for such fees, costs and expenses within the next two (2) fiscal quarters (it being understood that to the extent not actually received within such fiscal quarters, such reimbursement amounts shall be deducted in calculating Consolidated EBITDA at the end of such two fiscal quarter period), (G) all other non-cash charges and non-cash expenses (including non-cash losses or charges attributable to deferred compensation plans or trusts) (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (1) the Borrower may determine not to add back such non-cash charge in the current period and (2) to the extent the Borrower does decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period), (H) unusual and non-recurring losses (excluding losses from discontinued operations), (I) (1) other unusual and non-recurring cash expenses or charges and (2) any charges or expenses related to signing, retention, relocation, recruiting or completion bonuses or recruiting costs, severance costs, transition costs, curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), costs and expenses related to implementation of operational and reporting systems and development, business optimization expenses or costs (including costs and expenses relating to intellectual property restructurings) and cash restructuring charges, expenses and reserves; provided that all such charges or expenses under this clause (I) are solely in connection with the Transactions and are reasonably identifiable, factually supportable and expected to have a continuing impact on the business and shall not exceed 15% of Consolidated EBITDA (calculated prior to giving effect to the add-backs in this clause (I)) and (J) “run rate” cost savings, operating expense reductions and other synergies in connection with the Transactions reflected in the financial model for the Borrower and its subsidiaries prepared by the Equity Investors and delivered to Wells Fargo Securities on January 20, 2022 in an aggregate amount for this clause (J) not to

 

 

Annex C – Defined Terms

2


exceed $5 million (net of the amount of actual benefits realized during such period from such actions) solely to the extent such “run rate” cost savings, operating expense reductions and other synergies are reasonably identifiable, reasonably attributable to specific actions taken by the Borrower and reasonably anticipated to result from such actions within eighteen (18) months after the Closing Date; minus (iii) to the extent added or included in calculating Consolidated Net Income for such Reference Period, the sum of, without duplication, (A) interest income for such period, (B) foreign, federal, state, local and other income tax credits for such period and other tax credits for such period (to the extent not netted from tax expense for such period), (C) unusual or non-recurring gains, (D) all non-cash items increasing Consolidated Net Income for such period, but excluding such non-cash items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that are not otherwise included in the calculation of Consolidated Net Income or added back in calculating Consolidated EBITDA in accordance with this definition) and (E) any cash expense made during such period which represents the reversal of any non-cash expense that was added in a prior period pursuant to clause (ii)(G)(2) above subsequent to the fiscal quarter in which the relevant non-cash expenses or charges were incurred.

Notwithstanding anything to the contrary herein, Consolidated EBITDA for the fiscal quarters ended on or about December 31, 2021, September 30, 2021, June 30, 2021 and March 31, 2021, shall be $11,674,000, $11,367,000, $10,403,000 and $9,014,000, respectively. For the avoidance of doubt, Consolidated EBITDA shall be subject to customary adjustments to give effect on a pro forma basis to Permitted Acquisitions and certain dispositions consummated after the Closing Date.

Consolidated Interest Expense” means, for any Reference Period, the sum (without duplication) of the following financial information for Holdings and its subsidiaries on a Consolidated basis: (i) total interest expense for such Reference Period (including all such interest expense accrued or capitalized during such Reference Period, whether or not actually paid during such Reference Period), determined in accordance with GAAP, (ii) all net amounts payable under or in respect of interest rate hedge agreements, to the extent paid or accrued during such Reference Period, and (iii) all recurring unused commitment fees and other ongoing fees in respect of indebtedness (including the Letter of Credit fees and Commitment Fees provided for under the Financing Documentation) paid, accrued or capitalized during such Reference Period.

Consolidated Net Income” means, for any period, the net income (or loss) of Holdings and its subsidiaries for such period, determined on a Consolidated basis, without duplication, in accordance with GAAP; provided, that in calculating Consolidated Net Income of Holdings and its subsidiaries for any period, there shall be excluded (a) the net income (or loss) of any person (other than a subsidiary which shall be subject to clause (c) below), in which Holdings or any of its subsidiaries has a joint interest with a third party, except to the extent such net income is actually paid in cash to Holdings or any of its subsidiaries by dividend or other distribution during such period, (b) the net income (or loss) of any person accrued prior to the date it becomes a subsidiary of Holdings or any of its subsidiaries or is merged into or consolidated with Holdings or any of its subsidiaries or that person’s assets are acquired by Holdings or any of its subsidiaries except to the extent included pursuant to the foregoing clause (a), (c) the net income (if positive), of any subsidiary to the extent that the declaration or payment of dividends or similar distributions by such subsidiary to Holdings or any of its subsidiaries of such net income (i) is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such subsidiary or (ii) would be subject to any taxes payable on such dividends or distributions, but in each case only to the extent of such prohibition or taxes, (d) the net income (or loss) of any subsidiary that is not a wholly-owned subsidiary to the extent such net income (or loss) is attributable to the minority interest in such subsidiary, (e) any gain or loss from non-ordinary course asset dispositions during such period and (f) any unrealized net gain or loss resulting in such period from equity hedging transaction gains or losses (including, but not limited to, equity hedging transactions taking the form of swap contracts or of “short sales” of the relevant underlying equity security (or related

 

 

Annex C – Defined Terms

3


security)); provided, for the avoidance of doubt, that net gains or losses excluded pursuant to this clause (f) shall be included when realized.

GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

Reference Period” means, as of any date of determination, the period of four (4) consecutive fiscal quarters ended on or immediately prior to such date for which financial statements of Holdings and its subsidiaries have been delivered to the Administrative Agent under the Financing Documentation.

 

 

Annex C – Defined Terms

4


ANNEX D

$120 MILLION

SENIOR SECURED CREDIT FACILITIES

FORM OF SOLVENCY CERTIFICATE

[DATE]

This Solvency Certificate is being executed and delivered pursuant to Section [__] of that certain Credit Agreement dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified as of the date hereof, the “Credit Agreement”), by and among Callodine MidCo, Inc., a Delaware corporation (“Holdings”), [Borrower], a [__________], the several financial institutions from time to time party thereto, as lenders (the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

I, [___________], the Chief Financial Officer of Holdings, in such capacity and not in an individual capacity, hereby certify as follows:

1. I am generally familiar with the finances, businesses and assets of Holdings and its Subsidiaries, on a Consolidated basis, and am duly authorized to execute this Solvency Certificate on behalf of Holdings pursuant to the Credit Agreement. I have reviewed the Loan Documents and such other documentation and information and have made such investigation and inquiries as I have deemed necessary and prudent therefor.

2. As of the date hereof and after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and such transactions, that, (i) the property of the Credit Parties and their respective subsidiaries, at a fair valuation, will exceed their debts; (ii) the capital of the Credit Parties and their respective subsidiaries will not be unreasonably small to conduct their business; (iii) the Credit Parties and their respective subsidiaries will not have incurred debts, or have intended to incur debts, beyond their ability to pay such debts as they mature; and (iv) the present fair salable value of the assets of the Credit Parties and their respective subsidiaries will be greater than the amount that will be required to pay their probable liabilities (including debts) as they become absolute and matured. For purposes of this Section 2debt” shall mean any liability on a claim, and “claim” shall mean (x) the right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, undisputed, legal, equitable, secured or unsecured, or (y) the right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, undisputed, secured or unsecured.

3. I acknowledge that the Administrative Agent and the Lenders are relying on the truth and accuracy of this Solvency Certificate in connection with the making of loans under the Credit Agreement.

[Signature Page Follows]

 

 

Annex D – Form of Solvency Certificate

2


IN WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.

 

CALLODINE MIDCO, INC.
By:  

 

Name:  

 

Title:   Chief Financial Officer

 

 

Annex D – Form of Solvency Certificate

3

Exhibit (c)(ii)

Exhibit (c)(ii) WORKING DRAFT | 12.31.2021 – 1300: Preliminary and Subject to Material Revision Project Cape DISCUSSION MATERIALS December 31, 2021 Preliminary and Confidential


Preliminary and Confidential Executive Summary > At the direction of Rhino’s Board and Management, PJT has prepared a preliminary valuation analysis based on the 2022E-2026E financial projections provided by the Company on 12/16/2021 > PJT has evaluated Rhino’s competitive position in the industry ‒ Industry at a critical juncture with the backdrop of pricing pressures for active managers and consolidation focused on alternative strategies and product gaps > In preparing this preliminary valuation analysis, PJT has relied on: ‒ Management projections (provided on 12/16/2021) ‒ Review of historical performance ‒ Review of public investor presentations and filings ‒ A series of preliminary diligence sessions (calls) with management > PJT has evaluated several methodologies in conducting its preliminary analysis, including: ‒ Public Trading Comparables analysis: based on selected comparable companies in the Asset and Wealth Management space ‒ Equity Discounted Cash Flow analysis: o Preliminary analysis reflects several illustrative scenarios; Rhino Board and Management to provide guidance on appropriate scenario for primary analysis o Preliminary illustrative scenarios represent 1) Illustrative 0% Growth Case 2) Illustrative 0% Growth Case plus up-front $60mm dividend, and 3) Management Case o Each scenario includes estimated value of Deferred Tax Assets (“DTA”) / Tax Receivable Agreement (“TRA”) impact ‒ Precedent Transactions: based on selected comparable companies in the Asset and Wealth Management space > This preliminary valuation analysis is subject to additional refinement and revision 1


Preliminary and Confidential The State of the Asset Management World in 2021 P Record AUM levels P Resilient equity and debt markets P Increasing retail investor engagement P $70 trillion of generational wealth transfer Asset Managers û “Free” beta products û Shift to passive products from active strategies û Shift to model portfolio products delivered via SMA û Increasing non-client expenses û Need to invest in next-generation technologies û Asset flows to the largest / most diversified or specialized managers 2


Preliminary and Confidential Traditional Asset Management Valuations Have Risen with the Overall Market … TRADITIONAL ASSET MANAGEMENT PRICE / NTM EPS ALL ASSET MANAGEMENT TO S&P 500 PRICE / NTM EPS 11.9x 5-Year 11.8x Median: 0.63x 7.8x Nov-16 Nov-17 Nov-18 Nov-19 Nov-20 Nov-21 Nov-17 Nov-18 Nov-19 Nov-20 Nov-21 Large-Cap Traditional Multi-Boutique SMID All Asset Management P/ NTM EPS to S&P 500 P/ NTM EPS Ratio … as Assets Continue to Flow out of Active Equities and into Fixed Income NET FLOWS TO ACTIVE EQUITIES NET FLOWS TO ACTIVE FIXED INCOME 2017 2017 ($179) $203 Cumulative Cumulative Net ($231) 2018 2018 $13 Net Outflows ($ bn) Flows ($ bn) 2019 ($282) 2019 $261 ($1,071) $1,014 2020 ($330) 2020 $257 2021 2021 ($49) $280 YTD YTD Source: Capital IQ, Company filings, McKinsey & Company. Note: Market data as of 12/27/21. (1) Large-Cap includes BLK, TROW, BEN, AB, and IVZ. (2) Multi-Boutique includes AMG, VCTR, VRTS, and BSIG. (3) Small and Mid-Cap (“SMID”) includes JHG, CNS, CIXX, APAM, FHI, WETF. 3 (4) All Asset Management includes “Large-Cap,” “Multi-Boutique,” and “SMID,” in addition to BX, KKR, APO, ARES, CG, HLINE, STEP, OWL, GCMG, and SCU.


Preliminary and Confidential Alternative Managers Continue to Re-Rate Higher (1) (2) DIVERSIFIED ALTERNATIVE MANAGERS P/ NTM EPS SPECIALIZED ALTERNATIVE MANAGERS P/ NTM EPS 40.0x 25.0x 20.0x 30.3x 30.0x 17.8x 15.0x 20.0x 10.0x 10.0x 5.0x – – Nov-16 Nov-17 Nov-18 Nov-19 Nov-20 Nov-21 Nov-16 Nov-17 Nov-18 Nov-19 Nov-20 Nov-21 YIELD-ORIENTED ASSETS CONTINUE TO GROW (% ESTIMATES) HEDGE FUNDS PRIVATE EQUITY PRIVATE DEBT REAL ESTATE INFRASTRUCTURE NATURAL RESOURCES 7 11 14 14 17 17 16 19 21 23 24 27 38 46 40 45 39 46 45 45 51 48 45 47 54 47 44 44 41 38 38 36 31 28 29 26 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 More Capital Same Amount Less Capital (6pp) +3pp +3pp (2pp) +9pp (1pp) Source: Capital IQ, Company filings, McKinsey & Company, Preqin Alternative Assets Outlook (Nov 2020). Note: Market data as of 12/27/21. Figures may not sum to 100% because of rounding. (1) Diversified Alternatives includes BX, KKR, APO, ARES, and CG. 4 (2) Specialized Alternatives includes HLINE, STEP, OWL, GCMG, and SCU.


Preliminary and Confidential M&A as a Means to Build Scale and/or Fill Product Gaps Traditional Buyers Alternative Buyers Other Price: $1.8bn, AUM: $34.0bn Price: $1.6bn, AUM: $11.0bn AUM: $6.0bn Price: $4.2bn, AUM: $53.0bn AUM: $8.0bn AUM: $475.0mm Price: $1.9bn, AUM: $355.0bn Price: $1.1bn, AUM: $19.0bn AUM: $1.0bn 5 Source: Company filings.


Preliminary and Confidential Preliminary, Non-Binding Indication Overview from Cape Received 11/30/21 > $14.00 per Rhino share, subject to further negotiation > Represents a 80% premium to Rhino’s 30 Trading Day volume-weighted average price (“VWAP”) on 12/27/21 and a 37% premium to Rhino’s 52-week high share price (8/9/2021) Transaction Value > Implied equity value of $313mm, or 13.1x 2022E P/EPS and 13.4x 2023E P/EPS > Implied total enterprise value (“TEV”) of $254mm, or 7.5x 2022E TEV/EBITDA and 7.0x 2023E TEV/EBITDA > 100% cash consideration > “Detailed conversations” with potential financing providers have been held Form of Consideration and Structure > Ability to secure financing not anticipated to be a condition to close > Specifics around Rhino TRA treatment and transaction structure to be considered; not specifically noted in letter Exclusivity Requested > 21 days requested to complete confirmatory diligence > Intend to have existing Rhino employees continue to manage day-to-day operations post transaction; no discussions regarding employment agreements have occurred to date Other Considerations > Intend to work with Rhino to target re-investment across areas including technology and increased client-facing and distribution personnel > Intend to maintain company headquarters in Fairport, NY PJT and Rhino to discuss potential go-shop / marketing tactics prior to signing an agreement 6 Source: Capital IQ. Market data as of 12/27/2021.


Preliminary and Confidential Side-by-Side Summary Implied Market Multiples Rhin Cap oe Current At Offer Price ($ in million, except share price) 12/ 27/ 2021 11/ 30/ 2021 Share Price $7.90 $14.00 (x) Fully Diluted Shares Oustanding ( FDSO ) 21.7 22.4 Equity Value $172 $313 (60) (60) (-) Excess Cash⁽¹⁾ (+) Total Debt –– (-) TRA⁽²⁾ 1 1 TEV $113 $254 Implied Multiples 2021E P/ EPS 6.3x 11.2x 2022E P/ EPS 7.4x 13.1x 2023E P/ EPS 7.6x 13.4x 2021E TEV/ Adj. EBITDA (Post-SBC) 3.2x 7.2x 2022E TEV/ Adj. EBITDA (Post-SBC) 3.3x 7.5x 2023E TEV/ Adj. EBITDA (Post-SBC) 3.1x 7.0x Source: Capital IQ, Company filings, Rhino management projections received 12/16/2021. Note: Market data as of 12/27/21. FDSO includes dilutive effect of exchangeable Class A units of 428,812, as of 9/30/2021. (1) $60mm of excess cash per Company estimates. Total cash and investment securities includes $65mm of cash and $25mm of investment securities, as of 9/30/2021. 7 (2) Represents present value of estimated net tax savings. Discounted at 17.0% cost of equity as of 12/31/21. Future exchange of residual private units not included.


Preliminary and Confidential Preliminary Offer Progression Summary Review of Offer History Current Offer 1 Offer 2 Offer 3 Current (verbal) (verbal) (verbal) (written) (12/ 27/ 2021) (10/ 19/ 2021) (11/ 19/ 2021) (11/ 26/ 2021) (11/ 30/ 2021) Share Price $7.90 $12.50 $13.50 - $13.60 $13.65 - $13.70 $14.00 Implied Premium / (Discount) to: 30D VWAP 2% 61% 74% - 75% 76% - 76% 80% 60D VWAP (3%) 54% 66% - 67% 68% - 69% 72% 90D VWAP (5%) 51% 63% - 64% 64% - 65% 69% 180D VWAP (10%) 43% 55% - 56% 56% - 57% 60% 1Y VWAP 1% 60% 73% - 74% 75% - 75% 79% 52-Week High (22%) 23% 32% - 33% 34% - 34% 37% 5-Year High (22%) 23% 32% - 33% 34% - 34% 37% 5-Year Low 675% 1,125% 1,224% - 1,233% 1,238% - 1,243% 1,273% Implied Multiples: 2021E P/ EPS 6.3x 10.0x 10.8x - 10.9x 10.9x 11.2x 2022E P/ EPS 7.4x 11.7x 12.6x - 12.7x 12.8x 13.1x 2023E P/ EPS 7.6x 12.0x 12.9x - 13.0x 13.1x 13.4x 2021E TEV/ Adj. EBITDA (Post-SBC) 3.2x 6.2x 6.8x - 6.9x 6.9x - 7.0x 7.2x 2022E TEV/ Adj. EBITDA (Post-SBC) 3.3x 6.4x 7.1x - 7.2x 7.2x - 7.3x 7.5x 2023E TEV/ Adj. EBITDA (Post-SBC) 3.1x 6.0x 6.7x 6.8x 7.0x Source: Capital IQ, Company filings, Rhino management projections received 12/16/2021. 8 Note: Market data as of 12/27/21. FDSO includes dilutive effect of exchangeable Class A units of 428,812, as of 9/30/2021. VWAP represents volume-weighted average price.


Preliminary and Confidential Historical Share Price Performance Last 5 Years Trailing Share Price Performance 30D 60D 90D 180D 1Y 3Y 5Y C Rhin ape o (11%) (17%) (13%) 0% 37% 351% 3% SMID Asset Management Index (10%) (7%) 2% 4% 16% 104% 43% Wealth Management Index (8%) (11%) 7% 9% 45% 123% 153% 200% 150% 153% 100% 50% 43% 3% 0% -50% -100% Dec-16 Jun-17 Dec-17 Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 (1) (2) Rhino SMID Asset Management Index Wealth Management Index Source: Capital IQ. Market data as of 12/27/21. (1) SMID Index includes Artisan Partners, CI Financial, Cohen & Steers, Federated Hermes, Janus Henderson, and WisdomTree Investments. Market cap weighted basis. 9 (2) Wealth Management Index includes Blucora, Focus Financial Partners, LPL Financial, Raymond James, Silvercrest, and Stifel. Market cap weighted basis.


Preliminary and Confidential Summary of Management Projections AUM, Net Flows, Market Performance HISTORICAL AUM BREAKDOWN BY ASSET ENDING AUM CLASS ($ in billions) $33 $30 2020A $28 $26 $24 $22 5% $20 $20 $19 $20 $18 $16 $15 $14 $12 $11 $11 $20 28% $14 $12 $11 $12 $10 $10 $9 $9 AUM: $20bn 2018A 2019A 2020A 2021E 2022E 2023E 2024E 2025E 2026E 67% Asset Management Wealth Management NET FLOWS ($ in billions) % BoP 2019A (14) (22) (12) (3) 1 2 3 5 5 AUM 5% $2 $1 $1 $1 $0 26% ($1) AUM: $19bn ($2) ($4) ($4) 69% 2018A 2019A 2020A 2021E 2022E 2023E 2024E 2025E 2026E MARKET PERFORMANCE 2018A ($ in billions) 6% % BoP (5) 19 15 12 5 5 5 5 5 AUM 27% AUM: $20bn $4 $3 $2 $1 $1 $1 $1 $1 67% ($1) 2018A 2019A 2020A 2021E 2022E 2023E 2024E 2025E 2026E Blended Assets Equity Fixed Income 10 Source: Company filings, management projections received 12/16/2021.


Preliminary and Confidential Summary of Management Projections Revenue (1) REVENUE/AVERAGE AUM (BPS) Asset (2) PROJECTED Δ IN BPS HISTORICAL Δ IN BPS Management 55 47 52 53 51 51 51 51 (bps) 19A- 19A- 21E- 21E- Wealth (2) 65 64 70 69 68 68 69 69 Management 20A 21A 23E 25E (bps) 60.2bps 60bps 58bps 58bps 59bps 59bps 58bps 55bps (3.5) 1.9 bps bps NA 2018A 2019A 2020A 2021E 2022E 2023E 2024E 2025E 2026E REVENUE ($ in millions) HISTORICAL CAGR PROJECTED CAGR $213 $195 18A- 19A- 21E- 21E- $178 $166 20A 21A 23E 25E $158 $146 $96 $136 $86 $127 $78 $71 $69 $62 $59 $52 $161 (11%) 4% $90 $83 $76 $72 $68 $65 $57 $56 $24 $25 $27 $20 $19 $22 $22 $19 2018A 2019A 2020A 2021E 2022E 2023E 2024E 2025E 2026E Asset Management Other Revenues Wealth Management Source: Company filings, management projections received 12/16/2021. Note: Asset and wealth management breakdown unavailable for 2018. Other revenues include distribution and shareholder servicing, custodial services, and other. (1) Revenue excludes “Other Revenue” category. 11 (2) Represents revenue / EoP AUM.


Preliminary and Confidential Summary of Management Projections EBITDA and Net Income EBITDA AND MARGIN HISTORICAL CAGR PROJECTED CAGR ($ in millions) 18A- 19A- 21E- 21E- 20A 21A 23E 25E $54 $47 24.3% $40 (25%) 59% 25.4% $36 $35 24.0% $34 22.6% 22.0% $27 21.5% HISTORICAL Δ PROJECTED Δ IN MARGIN IN MARGIN $15 $14 17.0% 18A- 19A- 21E- 21E- 20A 21A 23E 25E 12.1% 10.3% (5%) 14% 2018A 2019A 2020A 2021E 2022E 2023E 2024E 2025E 2026E NET INCOME AND MARGIN ($ in millions) HISTORICAL CAGR PROJECTED CAGR 18A- 19A- 21E- 21E- $39 20A 21A 23E 25E $34 $29 $28 (22%) 68% $25 $24 $23 19.0% 18.5% 17.4% 16.1% 15.3% HISTORICAL Δ PROJECTED Δ 14.8% 14.2% $14 IN MARGIN IN MARGIN $10 11.0% 18A- 19A- 21E- 21E- 7.2% 20A 21A 23E 25E 2018A 2019A 2020A 2021E 2022E 2023E 2024E 2025E 2026E (3%) 12% Source: Company filings, management projections received 12/16/2021. 12 Note: EBITDA calculated as pre-tax profit plus depreciation and amortization. Net income represents net income available to controlling and noncontrolling interests.


Preliminary and Confidential Preliminary Selected Public Company Comparable Benchmarking 21E – 23E REVENUE GROWTH 21E – 23E EBITDA GROWTH 21E – 23E NET INCOME GROWTH 10.9% 10.6% 9.2% 11.9% 7.0% 6.4% 5.5% 1.2% Rhino SMID AM Peers WM Peers Rhino SMID AM Peers WM Peers (6.0%) Rhino SMID AM Peers WM Peers TEV/22E EBITDA PRICE/22E EPS ’21E EBITDA MARGIN 8.1x 12.0x 36.1% 11.7x 7.8x 24.3% 7.4x 20.5% 3.3x Rhino SMID AM Peers WM Peers Rhino SMID AM Peers WM Peers Rhino SMID AM Peers WM Peers Source: Company filings, management projections received 12/16/2021, Capital IQ. Market data as of 12/27/21. Note: Asset management peers include Janus Henderson, Cohen and Steers, CI Financial, Aritsan Partners, Federated Hermes, WisdomTree Investments. Wealth management peers include 13 Raymond James, LPL Financial, Stifel, Focus Financial Partners, Blucora, Silvercrest. Rhino estimates based on Management Projections.


Preliminary and Confidential Preliminary Rhino Valuation Summary Current 30-day 11/30/21 IOI: VWAP: $7.76 $14.00 P/E > 8.0x - 10.0x FY2022E EPS P/ E (Management) $9 $11 (Management (1) > Based on selected comparable companies trading multiples Projections) > 5.0x - 7.0x FY2022E EBITDA TEV/EBITDA TEV / EBITDA (Management) $13 $10 (1) (Management > Based on selected comparable companies trading multiples Projections) Mgmt Case,4% PGR inc. TRA Equity DCF TBU – Equity DCF based on Board approved projections / guidance > 8.0x - 11.0x LTM Q3 2021 EPS P/ E (Actual) $9 $12 P/E (2) > Based on selected precedent transactions (Actual) TEV / EBITDA (Actual) > 6.0x - 8.0x LTM Q3 2021 EBITDA $11 $14 TEV/EBITDA (2) > Based on selected precedent transactions (Actual) 0% Growth Case Equity DCF TBU – alternative reference Equity DCF as appropriate Mgmt Case,4% PGR incl. TRA, inc. Div 52-Week Trading Range $6 $10 52-Week Trading > 52-Week trading range for period ending 12/27/21 Range $3 $8 $13 $18 Source: Capital IQ, Rhino management projections received 12/16/2021, Market data as of 12/27/21. (1) Selected comparable companies include Artisan Partners, CI Financial, Cohen & Steers, Federated Hermes, Janus Henderson, WisdomTree Investments, Blucora, Focus Financial Partners, LPL Financial, Raymond James, Silvercrest, Stifel. 14 (2) Includes only asset management transactions. Equity For Reference Only: Precedents Trading DCF


Preliminary and Confidential Preliminary Equity Discounted Cash Flow Summary 0% GROWTH 0% GROWTH, $60MM DIVIDEND MANAGEMENT PROJECTIONS > 5 Year Equity DCF > 5 Year Equity DCF > 5 Year Equity DCF > 15.0% - 19.0% Cost of Equity > 15.0% - 19.0% Cost of Equity > 15.0% - 19.0% Cost of Equity > 0% perpetuity growth rate (“PGR”), > 0% PGR, implied terminal P/E Method > 3.5 – 4.5% PGR, implied terminal P/E implied terminal P/E multiple: 6.0x- multiple: 6.0x-7.4x multiple: 7.8x-11.4x 7.4x > Includes DTA / TRA impact, includes > Includes DTA / TRA impact > Includes DTA / TRA impact $60mm upfront dividend $7.09 - $8.71 $9.54 - $11.13 $10.51 - $14.96 Implied Per Share Value Implied Per Share Value Implied Per Share Value Implied Per Share Value Implied Per Discount Rate Discount Rate Discount Rate Share Value – 15.0% 17.0% 19.0%– 15.0% 17.0% 19.0% #### 15.0% 17.0% 19.0% 0.0% $8.71 $7.81 $7.09 0.0% $11.13 $10.24 $9.54 3.5% $14.05 $12.01 $10.51 4.0% $14.48 $12.31 $10.72 4.5% $14.96 $12.63 $10.95 Source: Capital IQ, management projections received 12/16/2021. Market data as of 12/27/2021. Note: DCFE valuation as of 12/31/21. Calculated using excess cash of $60mm per Company estimates as of 9/30/21 and present value of net tax savings of ($1)mm based on discount rate of 15 17.0%. PGR PGR PGR


Appendix Confidential


Preliminary and Confidential Illustrative Precedent Premiums Paid Analysis $100mm - $1bn TEV Premium to: 1-Year Low 3-Year Low 5-Year Low 1-Day Prior 1-Week Prior 1-Month Prior Rhino ($14.00 Offer) 143% 1,273% 1,273% 77% 91% 61% (n = 19) 75th Percentile 187% 273% 383% 40% 40% 38% Median 140% 198% 215% 32% 28% 28% Mean 152% 276% 319% 26% 27% 39% 25th Percentile 61% 73% 73% 8% 15% 14% (n = 34) 75th Percentile 188% 277% 377% 59% 60% 67% Median 102% 161% 199% 38% 31% 31% Mean 150% 241% 276% 47% 46% 51% 25th Percentile 53% 71% 72% 13% 16% 13% (n = 73) 75th Percentile 165% 260% 286% 51% 53% 58% Median 92% 133% 153% 33% 30% 30% Mean 127% 204% 228% 44% 44% 45% 25th Percentile 53% 70% 70% 10% 11% 10% Source: Thomson One, Capital IQ as of 12/27/2021. Includes US publicly traded company targets, deals with 100% cash consideration between 12/27/2016 and 12/27/2021, with TEV between $100mm - $1bn. Excludes Real Estate and Power 17 & Energy targets. Last 5 Years Last 3 Years Last 1 Year


Preliminary and Confidential Historical NTM P/E Multiple Evolution Last 5 Years MEDIAN Average NTM P/ E Over Period (Median) 30D 60D 90D 180D 1Y 3Y 5Y SMID Asset Management Peers 11.3x 11.5x 11.4x 11.1x 11.0x 11.1x 11.7x Wealth Management Peers 12.4x 12.8x 12.9x 12.6x 12.9x 11.6x 12.5x 20.0x 15.0x 12.5x 12.5x 11.8x 10.0x 5.0x Dec-16 Jun-17 Dec-17 Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 (1) (2) SMID Asset Management Peers Wealth Management Peers MARKET CAP WEIGHTED AVERAGE Average NTM P/ E Over Period (Weighted Average) 30D 60D 90D 180D 1Y 3Y 5Y SMID Asset Management Peers 12.1x 12.6x 12.4x 12.2x 12.1x 12.2x 12.9x Wealth Management Peers 15.1x 15.4x 15.6x 14.9x 15.3x 12.9x 12.9x 25.0x 20.0x 15.3x 15.0x 12.5x 10.0x 5.0x Dec-16 Jun-17 Dec-17 Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 (1) (2) SMID Asset Management Peers Wealth Management Peers Source: Capital IQ. Market data as of 12/27/21. (1) SMID Peers includes Artisan Partners, CI Financial, Cohen & Steers, Federated Hermes, Janus Henderson, and WisdomTree Investments. 18 (2) Wealth Management Peers includes Blucora, Focus Financial Partners, LPL Financial, Raymond James, Silvercrest, and Stifel.


Preliminary and Confidential Historical NTM EV/EBITDA Multiple Evolution Last 5 Years MEDIAN Average NTM EV/ EBITDA Over Period (Median) 30D 60D 90D 180D 1Y 3Y 5Y SMID Asset Management Peers 7.9x 7.9x 7.8x 7.5x 7.3x 7.6x 7.8x Wealth Management Peers 9.8x 10.1x 10.1x 9.9x 10.2x 9.6x 10.2x 20.0x 15.0x 10.1x 10.0x 8.3x 5.0x Dec-16 Jun-17 Dec-17 Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 (1) (2) SMID Asset Management Peers Wealth Management Peers MARKET CAP WEIGHTED AVERAGE Average NTM EV/ EBITDA Over Period (Weighted Average) 30D 60D 90D 180D 1Y 3Y 5Y SMID Asset Management Peers 8.8x 9.1x 9.0x 8.8x 8.6x 8.7x 8.9x Wealth Management Peers 12.0x 12.3x 12.5x 12.0x 12.0x 10.1x 9.9x 20.0x 15.0x 12.1x 9.1x 10.0x 9.1x 5.0x Dec-16 Jun-17 Dec-17 Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 (1) (2) SMID Asset Management Peers Wealth Management Peers Source: Capital IQ. Market data as of 12/27/21. (1) SMID Peers includes Artisan Partners, CI Financial, Cohen & Steers, Federated Hermes, Janus Henderson, and WisdomTree Investments. 19 (2) Wealth Management Peers includes Blucora, Focus Financial Partners, LPL Financial, and Silvercrest. Excludes Raymond James and Stifel.


Preliminary and Confidential Preliminary Selected Precedent M&A Transactions Asset Management Date Target Acquirer Target AUM ($bn) TEV / LTM EBITDA P / LTM E 10/ 5/ 2021 $23.6 7.6x⁽¹⁾ 10.2x⁽¹⁾ 12/ 1/ 2020 $131.0 6.9x 18.2x Asset Management 7/ 27/ 2020 $44.1 9.7x 14.5x 11/ 6/ 2018 $69.0 6.9x NA 10/ 18/ 2018 $225.0 8.3x⁽²⁾ 11.7x⁽²⁾ 4/ 13/ 2018 $45.0 12.8x NA 6/ 16/ 2014 $14.7 4.7x⁽³⁾ NA 2/ 29/ 2016 $7.1 8.1x NA Average $69.9 8.1x 13.7x Median $44.6 7.8x 13.1x Source: Capital IQ, company filings, press. (1) Represents multiple of annualized run-rate 2021E EBITDA. (2) Represents multiple of 2018A reported financials. 20 (3) Represents multiple of 2013A reported financials.


Preliminary and Confidential Preliminary Selected Precedent M&A Transactions (cont’d) Wealth Management Date Target Acquirer Target AUM ($bn) TEV / LTM EBITDA 11/11/19 $90.4 12.1x 1/7/20 $4.0 11.1x 9/17/19 $16.1 15.5x 5/9/19 $268.0 - 3/19/19 $18.0 18.0x 2/25/19 - 10.0x 7/17/18 - - 4/30/18 $169.0 16.4x Average $94.3 13.9x Median $54.2 13.8x 21 Source: Capital IQ, company filings, press.


Preliminary and Confidential Preliminary Selected Public Comparable Companies ($ in millions, except per share and AUM) TEV / EBITDA P / EPS '21E - '23E CAGRs EBITDA Margin Market AUM TEV / TEV Net Cap. ($bn) 2021E 2022E 2023E EoP AUM 2021E 2022E 2023E Revenue EBITDA 2021E 2022E Company Income (1) Rhino $172 $113 $22 3.2x 3.3x 3.1x 0.5% 6.3x 7.4x 7.6x 6.4% 1.2% (6.0%) 24.3% 21.5% SMID Janus Henderson $7,448 $6,526 $419 6.6x 6.9x 6.9x 1.6% 10.4x 11.0x 10.9x 1.9% (1.7%) (2.3%) 35.8% 34.0% Cohen & Steers 4,570 4,430 97 17.7x 15.7x 14.3x 4.6% 24.5x 22.4x 21.2x 11.1% 11.2% 6.8% 43.3% 43.3% CI Financial 4,380 6,543 260 8.5x 7.4x 6.9x 2.5% 9.0x 7.8x 6.9x 12.2% 10.7% 10.9% 36.3% 36.5% Artisan Partners 3,862 3,827 174 7.0x 6.7x 6.2x 2.2% 9.6x 9.3x 9.0x 7.3% 5.7% 4.2% 44.5% 43.0% Federated Hermes 3,711 3,667 634 9.1x 8.7x 7.8x 0.6% 13.6x 12.4x 10.5x 11.2% 8.3% 9.8% 30.7% 30.5% WisdomTree Investments 897 1,087 73 11.7x 12.0x 10.7x 1.5% 16.9x 16.6x 15.7x 7.1% 4.5% 2.5% 30.6% 28.2% SMID Median $4,121 $4,129 $217 8.8x 8.1x 7.4x 1.9% 12.0x 11.7x 10.7x 9.2% 7.0% 5.5% 36.1% 35.3% Wealth Management Raymond James $14,395 $11,498 $192 6.3x 5.7x 5.1x 6.0% 15.7x 14.6x 12.3x 10.1% 10.6% 14.0% 18.6% 18.6% LPL Financial 13,343 15,222 594 15.6x 11.9x 9.1x 2.6% 29.4x 19.4x 15.3x 15.9% 31.1% 33.3% 12.7% 14.1% Stifel 8,589 7,660 407 7.4x 7.2x 8.8x 1.9% 10.7x 10.7x 11.6x 2.3% (8.3%) (5.5%) 22.4% 22.0% Focus Financial Partners 5,092 7,019 350 15.8x 12.8x 10.9x 2.0% 15.7x 13.3x 11.3x 20.2% 20.6% 19.0% 25.2% 25.5% Blucora 885 1,347 87 9.8x 8.4x NA 1.6% 8.5x 9.8x 10.4x NA NA (9.0%) 15.8% 16.9% Silvercrest 250 229 31 5.9x 5.3x 4.9x 0.7% 10.0x 9.3x 8.6x 10.9% 9.0% 9.8% 29.7% 29.2% Wealth Management Median $6,841 $7,340 $271 8.6x 7.8x 8.8x 1.9% 13.2x 12.0x 11.4x 10.9% 10.6% 11.9% 20.5% 20.3% Source: Company estimates, management projections received 12/16/2021, Capital IQ, sellside research, and company filings. Market data as of 12/27/21. Note: TEV builds include investable securities as cash. 22 (1) Implied based on Management projections.


Preliminary and Confidential Summary of Historical and Management Projected Financials Historicals Management Historical CAGR Projected CAGR CY18A - CY19A - CY21E - CY21E - ($ in millions, except AUM in CY2018A CY2019A CY2020A CY2021E CY2022E CY2023E CY2024E CY2025E CY2026E $bn and per share data) CY20A CY21A CY23E CY25E Ending AUM $20.2 $19.5 $20.1 $22.0 $23.9 $25.6 $27.6 $30.2 $33.2 (0%) 6% 8% 8% % Growth (19.5%) (3.6%) 3.3% 9.4% 8.5% 7.1% 8.0% 9.3% 9.9% Net Flows ($3.6) ($4.5) ($2.3) ($0.6) $0.3 $0.5 $0.8 $1.2 $1.5 % BoP AUM (14.2%) (22.2%) (11.9%) (2.9%) 1.2% 2.2% 3.2% 4.5% 5.1% Market Performance ($1.1) $3.8 $3.0 $2.5 $1.1 $1.2 $1.2 $1.3 $1.5 / Other % BoP AUM (4.5%) 18.8% 15.2% 12.2% 5.0% 4.8% 4.8% 4.8% 4.8% Revenue $161 $136 $127 $146 $158 $166 $178 $195 $213 (11%) 4% 6% 7% % Growth (19.9%) (15.7%) (6.6%) 15.1% 8.4% 4.5% 7.8% 9.2% 9.3% EBITDA $27 $14 $15 $35 $34 $36 $40 $47 $54 (25%) 59% 1% 7% % Margin 17.0% 10.3% 12.1% 24.3% 21.5% 22.0% 22.6% 24.0% 25.4% % Growth (60.7%) (48.6%) 9.2% 131.1% (4.0%) 6.7% 11.0% 16.0% 15.3% Net Income $23 $10 $14 $28 $24 $25 $29 $34 $39 (22%) 68% (6%) 5% % Margin 14.2% 7.2% 11.0% 19.0% 15.3% 14.8% 16.1% 17.4% 18.5% % Growth (52.6%) (57.1%) 41.3% 99.3% (12.7%) 1.2% 17.3% 17.6% 16.6% Bill Manning Exchange (05/11/2020) Weighted Average 14.630 77.974 41.611 ⁽¹⁾⁽¹⁾⁽¹⁾ 22.106⁽²⁾ 22.586⁽²⁾ 23.400⁽²⁾ 23.502⁽²⁾ 24.083⁽²⁾ 24.083⁽²⁾ Share Count - Diluted Diluted EPS $1.57 $0.13 $0.33 $1.26 $1.07 $1.05 $1.22 $1.40 $1.64 (54%) 215% (9%) 3% % Growth (53.9%) (92.0%) 164.7% 275.1% (14.5%) (2.4%) 16.8% 14.8% 16.6% Source: Company filings, management projections received 12/16/2021. Note: EBITDA calculated as pre-tax income plus depreciation and amortization. Net income represents net income available to controlling and noncontrolling interests. (1) Represents weighted average shares of Class A common stock outstanding – diluted, per GAAP. 23 (2) Represents management estimates of Class A common stock outstanding – diluted, GAAP-specific detail not included.


Preliminary and Confidential Preliminary Illustrative Discounted Cash Flow to Equity Analysis 0% Growth Case (incl. TRA) VALUATION SUMMARY EQUITY DCF ($ in millions) ($ in millions) Calendar Year Ending December 31, Terminal Cost of Equity 17.0% ($ in millions) 2022E 2023E 2024E 2025E 2026E Year Revenue $146 $146 $146 $146 $146 $146 Terminal FCFE $27 % Growth–––––– Perpetuity Growth Rate – EBITDA (post-SBC) $35 $35 $35 $35 $35 $35 % Margin 24.3% 24.3% 24.3% 24.3% 24.3% 24.3% Terminal Value $170 Less: D&A (3) (4) (3) (3) (2) (2) EBIT $32 $31 $33 $33 $33 $33 Implied Terminal P/ E Multiple 6.6x Plus: Interest Income 1 1 1 1 1 1 EBT $33 $32 $33 $33 $34 $34 PV of Cash Flow to Equity $93 Less: Taxes (8) (7) (8) (8) (8) (8) Tax Rate 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% (+) PV of Terminal Value 77 NOPAT $25 $24 $25 $26 $26 $26 Plus: D&A 3 4 3 3 2 2 (+) PV of Net Tax Savings (1) Less: Capex (2) (2) (2) (2) (2) (2) % of Revenue (1.1%) (1.1%) (1.1%) (1.1%) (1.1%) (1.1%) (+) PV of Dividends Paid– Less: Change in NWC –––––– Implied Equity Value $169 % of Change in Revenue 7.8% 7.8% 7.8% 7.8% 7.8% 7.8% Free Cash Flow to Equity (FCFE) $27 $27 $27 $27 $27 $27 (/ ) FDSO 21.7 Stub Factor 1.00 1.00 1.00 1.00 1.00 Discount Factor at 17.0% 0.92 0.79 0.68 0.58 0.49 Implied Per Share Value $7.81 Discounting Period 0.50 1.50 2.50 3.50 4.50 PV of FCFE $25 $21 $18 $15 $13 Implied Upside / (Downside) (1.2%) IMPLIED PER SHARE VALUE IMPLIED TERMINAL MULTIPLE Implied Per Share Value Implied Terminal Multiple Discount Rate Discount Rate $7.81 15.0% 17.0% 19.0% $6.59 15.0% 17.0% 19.0% 0.0% $8.71 $7.81 $7.09 0.0% 7.4x 6.6x 6.0x Source: Capital IQ, public filings, management projections received 12/16/2021. Note: Market data as of 12/27/2021. Assumes valuation date of 12/31/2021. (1) Interest income earned on $60mm excess cash and investment securities. Illustratively represents 0% interest on cash and 4% on investment securities. (2) Estimated based on 3-year historical average of % of revenue for capex and as a % of change in revenue for NWC. 24 (3) Net income estimated as NOPAT. (4) Represents present value of estimated net tax savings. Discounted at 17.0% cost of equity as of 12/31/2021. Future exchange of residual private units not included. PGR PGR


Preliminary and Confidential Preliminary Illustrative Discounted Cash Flow to Equity Analysis 0% Growth Case (incl. TRA) and Upfront Dividend VALUATION SUMMARY EQUITY DCF ($ in millions) ($ in millions) Calendar Year Ending December 31, Terminal Cost of Equity 17.0% ($ in millions) 2022E 2023E 2024E 2025E 2026E Year Revenue $146 $146 $146 $146 $146 $146 Terminal FCFE $26 % Growth–––––– Perpetuity Growth Rate– EBITDA (post-SBC) $35 $35 $35 $35 $35 $35 % Margin 24.3% 24.3% 24.3% 24.3% 24.3% 24.3% Terminal Value $167 Less: D&A (3) (4) (3) (3) (2) (2) EBIT $32 $31 $33 $33 $33 $33 Implied Terminal P/ E Multiple 6.6x Plus: Interest Income–––––– EBT $32 $31 $33 $33 $33 $33 PV of Cash Flow to Equity $91 Less: Taxes (8) (7) (8) (8) (8) (8) Tax Rate 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% (+) PV of Terminal Value 76 NOPAT $25 $24 $25 $25 $25 $25 Plus: D&A 3 4 3 3 2 2 (+) PV of Net Tax Savings (1) Less: Capex (2) (2) (2) (2) (2) (2) % of Revenue (1.1%) (1.1%) (1.1%) (1.1%) (1.1%) (1.1%) (+) PV of Dividends Paid 60 Less: Change in NWC–––––– Implied Equity Value $226 % of Change in Revenue 7.8% 7.8% 7.8% 7.8% 7.8% 7.8% FCFE $26 $27 $26 $26 $26 $26 (/ ) FDSO 22.1 Stub Factor 1.00 1.00 1.00 1.00 1.00 Discount Factor at 17.0% 0.92 0.79 0.68 0.58 0.49 Implied Per Share Value $10.24 Discounting Period 0.50 1.50 2.50 3.50 4.50 PV of FCFE $24 $21 $18 $15 $13 Implied Upside / (Downside) 29.6% IMPLIED PER SHARE VALUE IMPLIED TERMINAL MULTIPLE Implied Per Share Value Implied Terminal Multiple Discount Rate Discount Rate ##### 15.0% 17.0% 19.0% $6.60 15.0% 17.0% 19.0% 0.0% $11.13 $10.24 $9.54 0.0% 7.4x 6.6x 6.0x Source: Capital IQ, public filings, management projections received 12/16/2021. Note: Market data as of 12/27/2021. Assumes valuation date of 12/31/2021. (1) Estimated based on 3-year historical average of % of revenue for capex and as a % of change in revenue for NWC. (2) Net income estimated as NOPAT. 25 (3) Represents present value of estimated net tax savings. Discounted at 17.0% cost of equity as of 12/31/2021. Future exchange of residual private units not included. (4) 100% excess cash is paid out as special dividend upfront at 12/31/2021. PGR PGR


Preliminary and Confidential Preliminary Illustrative Discounted Cash Flow to Equity Analysis Management Projections, 4% PGR (incl. TRA) VALUATION SUMMARY EQUITY DCF ($ in millions) ($ in millions) Calendar Year Ending December 31, Terminal Cost of Equity 17.0% 2022E 2023E 2024E 2025E 2026E Year ($ in millions) Revenue $158 $166 $178 $195 $213 $213 Terminal FCFE $42 % Growth 8.4% 4.5% 7.8% 9.2% 9.3%– Perpetuity Growth Rate 4.0% EBITDA (post-SBC) $34 $36 $40 $47 $54 $54 % Margin 21.5% 22.0% 22.6% 24.0% 25.4% 25.4% Terminal Value $362 Less: D&A (3) (5) (4) (4) (4) (4) EBIT $31 $31 $37 $43 $50 $50 Implied Terminal P/ E Multiple 9.3x Plus: Interest Income 1 1 1 1 1 1 EBT $31 $32 $37 $44 $51 $51 PV of Cash Flow to Equity $110 Less: Taxes (7) (8) (9) (10) (12) (12) Tax Rate 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% (+) PV of Terminal Value 165 NOPAT $24 $24 $29 $34 $39 $39 Plus: D&A 3 5 4 4 4 4 (+) PV of Net Tax Savings (1) Less: Capex (2) (2) (2) (2) (2) (2) % of Revenue (1.1%) (1.1%) (1.1%) (1.1%) (1.1%) (1.1%) (+) PV of Dividends Paid– Less: Change in NWC 1 1 1 1 1 1 % of Change in Revenue 7.8% 7.8% 7.8% 7.8% 7.8% 7.8% Implied Equity Value $274 FCFE $27 $28 $31 $36 $42 $42 Stub Factor 1.00 1.00 1.00 1.00 1.00 (/ ) FDSO 22.2 Discount Factor at 17.0% 0.92 0.79 0.68 0.58 0.49 Discounting Period 0.50 1.50 2.50 3.50 4.50 Implied Per Share Value $12.31 PV of FCFE $25 $22 $21 $21 $21 Implied Upside / (Downside) 55.8% IMPLIED PER SHARE VALUE IMPLIED TERMINAL MULTIPLE Implied Per Share Value Implied Terminal Multiple Discount Rate Discount Rate $12.31 15.0% 17.0% 19.0% $9.27 15.0% 17.0% 19.0% 3.5% $14.05 $12.01 $10.51 3.5% 10.3x 8.9x 7.8x 4.0% $14.48 $12.31 $10.72 4.0% 10.9x 9.3x 8.1x 4.5% $14.96 $12.63 $10.95 4.5% 11.4x 9.7x 8.4x Source: Capital IQ, public filings, management projections received 12/16/2021. Note: Market data as of 12/27/2021. Assumes valuation date of 12/31/2021. (1) Interest income earned on $60mm excess cash and investment securities. Illustratively represents 0% interest on cash and 4% on investment securities. (2) Estimated based on 3-year historical average of % of revenue for capex and as a % of change in revenue for NWC . 26 (3) Net income estimated as NOPAT. (4) Represents present value of estimated net tax savings. Discounted at 17.0% cost of equity as of 12/31/2021. Future exchange of residual private units not included. PGR PGR


Preliminary and Confidential Preliminary Present Value of Net Tax Savings Tax Savings Associated with LLC Units Exchange ($ in millions) 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 Pretax Income $30.76 $31.34 $36.75 $45.22 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 Deductions: Temp items (2021 Exchange) (0.44) (0.45) (0.46) (0.47) (0.48) (0.49) (0.49) (0.49) (0.51) (0.53) (0.55) (0.58) (0.62) A Temp items (2014 Exchange) (0.24) (0.24) (0.26) (0.27) (0.28) (0.29) (0.32) (0.24) (0.05) (0.01) (0.00) (0.00) (0.00) Temp items (2011 Exchange) (9.84) (10.26) (10.93) (12.12) (10.79) (2.16) (0.43) (0.09) (0.02) (0.00) (0.00) (0.00) (0.00) Taxable Income: 20.24 20.38 25.11 32.37 38.85 47.46 49.16 49.58 49.83 49.85 49.84 49.82 49.78 B * Tax Rate 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% Taxes Payable (Cash) $4.76 $4.79 $5.90 $7.61 $9.13 $11.15 $11.55 $11.65 $11.71 $11.72 $11.71 $11.71 $11.70 A B Cash Savings (taxes) $2.47 $2.57 $2.73 $3.02 $2.71 $0.69 $0.29 $0.19 $0.13 $0.13 $0.13 $0.14 $0.15 (1) Cash Paid (tra payments) (4.03) (2.10) (2.19) (2.32) (2.57) (2.31) (0.59) (0.25) (0.16) (0.11) (0.11) (0.11) (0.12) Discount Period 0.50 1.50 2.50 3.50 4.50 5.50 6.50 7.50 8.50 9.50 10.50 11.50 12.50 Discount Factor 0.92 0.79 0.68 0.58 0.49 0.42 0.36 0.31 0.26 0.23 0.19 0.16 0.14 Present Value Cash Savings (taxes) $2.29 $2.03 $1.85 $1.74 $1.34 $0.29 $0.10 $0.06 $0.04 $0.03 $0.03 $0.02 $0.02 Cash Paid (tra payments) (3.73) (1.66) (1.48) (1.34) (1.27) (0.97) (0.21) (0.08) (0.04) (0.03) (0.02) (0.02) (0.02) 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 Pretax Income $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 Deductions: Temp items (2021 Exchange) (0.69) (0.49) (0.10) (0.02) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) A Temp items (2014 Exchange) (0.00) (0.00) (0.00) (0.00) (0.00)–––––––– Temp items (2011 Exchange) (0.00) (0.00) (0.00)–––––––––– Taxable Income: 49.70 49.90 50.30 50.38 50.39 50.40 50.40 50.40 50.40 50.40 50.40 50.40 50.40 B * Tax Rate 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% – Taxes Payable (Cash) $11.68 $11.73 $11.82 $11.84 $11.84 $11.84 $11.84 $11.84 $11.84 $11.84 $11.84 $11.84 $11.84 A B Cash Savings (taxes) $0.16 $0.12 $0.02 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 (1) Cash Paid (tra payments) (0.12) (0.14) (0.10) (0.02) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) Discount Period 13.50 14.50 15.50 16.50 17.50 18.50 19.50 20.50 21.50 22.50 23.50 24.50 25.50 Discount Factor 0.12 0.10 0.09 0.07 0.06 0.05 0.05 0.04 0.03 0.03 0.02 0.02 0.02 Present Value Cash Savings (taxes) $0.02 $0.01 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Cash Paid (tra payments) (0.01) (0.01) (0.01) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) NPV: ($1.03) Source: Management projections received 12/21/2021. Note: As of 12/31/2021. Discounted at 17.0% cost of equity. Future exchange of residual private units not included. 27 (1) Represents 85% of prior year cash savings.


Preliminary and Confidential Preliminary Rhino Cost of Equity Analysis Unlevered Beta Calculation Levered Current Debt / Unlevered (1) Beta Mkt. Cap Equity Beta Company Tax Rate Debt Rhino Unlevered Monthly Beta - Last 5Y (12/ 27/ 2016) 23.5% 2.37 - 112 2.37 ⁽²⁾– Rhino Unlevered Monthly Beta since IPO (11/ 18/ 2011) 2.03 Rhino Unlevered Monthly Beta since Bill Manning Exchange (5/ 11/ 2020) 1.53 Rhino Unlevered Monthly Beta from 12/ 27/ 2016 (5Y) until Bill Manning Exchange (5/ 11/ 2020) 2.69 Asset Management (For Reference Only) Janus Henderson Group plc 22.9% 1.295 311 7,448 4.2% 1.255 Artisan Partners Asset Management Inc. 17.8% 1.523 200 3 ,862 5.2% 1.461 Federated Hermes, Inc. 26.8% 1.028 102 3 ,711 2.8% 1.007 WisdomTree Investments, Inc. 27.5% 1.490 319 897 35.5% 1.185 CI Financial Corp. 26.2% 1.148 2 ,747 4 ,380 62.7% 0.785 Cohen & Steers, Inc. 22.7% 1.195 27 4,570 0.6% 1.189 Wealth Management (For Reference Only) Blucora, Inc. 23.8% 1.456 562 885 63.5% 0.981 Silvercrest Asset Management Group Inc. 25.3% 0.801 10 250 4.1% 0.777 Stifel Financial Corp. 26.8% 1.297 1 ,125 8,589 13.1% 1.183 Focus Financial Partners Inc. 30.8% 1.162 2 ,250 5 ,092 44.2% 0.890 LPL Financial Holdings Inc. 26.7% 1.084 2 ,857 1 3,343 21.4% 0.937 Raymond James Financial, Inc. 24.5% 1.129 3,194 1 4,395 22.2% 0.967 Peer Group Average 1.217 23.3% 1.051 Peer Group Median 1.178 17.3% 0.994 Source: Bloomberg, Capital IQ. Market data as of 12/27/21. (1) Historical monthly beta since 12/27/16. 28 (2) Calculated based on Rhino market cap of $172mm less $60mm of excess cash.


Preliminary and Confidential Preliminary Rhino Cost of Equity Analysis (cont’d) Cost of Equity Calculation Levered Beta Calculation (1) (5) 1.92% 1.750 Risk Free Rate Unlevered Beta (2) 6.00% Debt / Equity Equity Risk Premium– Levered Beta 1.750 Levered Beta 1.750 Beta-Adj. Premium 10.50% (3) 4.65% Size Premium Country Risk Premium 0.00% (4) 17.07% Cost of Equity Cost of Equity Sensitivity Cost of Equity Sensitivity Unlevered Debt / Equity Rhino M arket Cap / Implied Size Premium Beta - 8.7% 17.3% Unlevered 37 - 95 96 - 138 139- 190 1.500 15.57% 16.17% 16.76% Beta 6.60% 4.65% 2.60% 1.625 16.32% 16.97% 17.61% 1.500 17.52% 15.57% 13.52% 1.750 17.07% 17.76% 18.46% 1.625 18.27% 16.32% 14.27% 1.875 17.82% 18.56% 19.31% 1.750 19.02% 17.07% 15.02% 2.000 18.57% 19.36% 20.16% 1.875 19.77% 17.82% 15.77% 2.250 20.07% 20.96% 21.86% 2.000 20.52% 18.57% 16.52% 2.250 22.02% 20.07% 18.02% Source: Capital IQ. Market data as of 12/27/21. (1) 20-year US Treasury as of 12/27/21. (2) Historical supply-side equity risk premium (historical equity risk premium minus price-to-earnings ratio calculated using three-year average). th (3) CRSP 10x decile size premium, calculated based on Rhino market cap of $172mm less $60mm of excess cash. (4) Calculated as risk free rate + beta-adjusted equity risk premium + size premium. 29 (5) Based on Rhino historical unlevered beta ranges.


Preliminary and Confidential Effective Tax Rate Support Materials (For Reference Only) Federal Tax Rate 21.0% Blended State/Federal Tax Rate 24.1% (Incl. Fed. Benefit) Legacy Private Units (-) 0.5% Non-deductible expenses (+) ~2% Section 162(m) limitation Estimated benefits from RSU awards + assumed exercise of (-) ~4% stock options at lower grant prices Rhino Effective Tax Rate ~21.7% Memo: Management Estimated Cash Tax Rate 23.5% (per Management TRA Benefit Schedule) Source: Management. 30 Note: Rhino effective tax rate excludes the impact of TRA.


Preliminary and Confidential Disclaimer Disclaimer These materials were prepared by PJT Partners LP (“PJT Partners”, “we” or “us”) solely for the information and assistance of the Board of Directors (the “Board”) of Rhino (the “Company”) in order to assist the Board in connection with its consideration of the matters referred to herein. These materials are incomplete without reference to, and should be viewed solely in conjunction with, any oral information provided by PJT Partners in connection with these materials. These materials and any oral information provided by PJT Partners in connection with these materials (collectively, the “Confidential Information”), as well as any information derived from the Confidential Information, may not be communicated, reproduced, disclosed (in whole or in part) to, or relied upon by, any other person, referred to, or used for any purpose, other than with PJT Partners’ prior written consent. The Confidential Information is based on information publicly available, provided by or on behalf of the Company or obtained from other sources. We assume no responsibility for independent verification of any such information, and we have assumed and relied upon the accuracy and completeness of such information for purposes of preparing the Confidential Information. Neither we nor any of our affiliates or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the Confidential Information, or any data it generates and expressly disclaim any and all liability in relation to any such Confidential Information. The Confidential Information is based on financial, economic, market and other conditions prevailing as of the date of such Confidential Information and is subject to change. We undertake no obligation or responsibility to update or revise any of the Confidential Information. Any valuation, appraisal or conclusion of a financial nature contained in these materials results from the application by PJT Partners of techniques and principles generally adopted in the context of the preparation of financial presentations of this nature, and PJT Partners cannot and does not warrant that the use of different techniques and principles would not lead to a different result. Our analyses do not purport to be an appraisal of any assets or liabilities of the Company or any other party, nor have we evaluated the solvency of the Company or any other party under any laws relating to bankruptcy, insolvency or similar matters. We are not legal, regulatory, accounting or tax advisors and these materials do not constitute legal, regulatory, accounting, tax or other specialist advice. These materials do not constitute and should not be considered any form of financial opinion, advice or recommendation by us or any of our affiliates to any party, with respect to any proposed transaction or otherwise. You should not rely upon or use these materials to form the definitive basis for any decision or action whatsoever, with respect to any proposed transaction or otherwise. Each of the Board and the Company must make its own independent assessment and such investigation as it deems necessary to determine its interest in participating in any transaction. These materials do not constitute an offer to sell or the solicitation of an offer to buy any security, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase any securities or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital to, or participate in, any trading strategies. This document is not a research report and should not be considered as such. This document may include information from the S&P Capital IQ Platform Service. Such information is subject to the following: “Copyright © 2017, S&P Capital IQ (and its affiliates, as applicable). This may contain information obtained from third parties, including ratings from credit ratings agencies such as Standard & Poor’s. Reproduction and distribution of third party content in any form is prohibited except with the prior written permission of the related third party. Third party content providers do not guarantee the accuracy, completeness, timeliness or availability of any information, including ratings, and are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such content. THIRD PARTY CONTENT PROVIDERS GIVE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THIRD PARTY CONTENT PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES, OR LOSSES (INCLUDING LOST INCOME OR PROFITS AND OPPORTUNITY COSTS OR LOSSES CAUSED BY NEGLIGENCE) IN CONNECTION WITH ANY USE OF THEIR CONTENT, INCLUDING RATINGS. Credit ratings are statements of opinions and are not statements of fact or recommendations to purchase, hold or sell securities. They do not address the suitability of securities or the suitability of securities for investment purposes, and should not be relied on as investment advice. This document may include information from SNL Financial LC. Such information is subject to the following: “CONTAINS COPYRIGHTED AND TRADE SECRET MATERIAL DISTRIBUTED UNDER LICENSE FROM SNL. FOR RECIPIENT’S INTERNAL USE ONLY.” PJT Partners is an SEC registered broker-dealer and is a member of FINRA and SIPC. PJT Partners is represented in the United Kingdom by PJT Partners (UK) Limited. PJT Partners (UK) Limited is authorised and regulated by the Financial Conduct Authority (Ref No. 678983) and is a Company registered in England and Wales (No. 9424559). PJT Partners is represented in Spain by PJT Partners Park Hill (Spain) A.V., S.A.U., a firm authorized and regulated by the Comision Nacional del Mercado de Valores (“CNMV”). PJT Partners is represented in Hong Kong by PJT Partners (HK) Limited, authorised and regulated by the Securities and Futures Commission. In connection with our capital raising services in Canada, PJT Partners relies on the international dealer exemption pursuant to subsection 8.18(2) of National Instrument 31-103 Registration Requirements. Please see https://pjtpartners.com/regulatory-disclosure for more information. Copyright © 2021, PJT Partners LP (and its affiliates, as applicable). 31

Exhibit (c)(iii)

Exhibit (c)(iii) Project Cape DISCUSSION MATERIALS March 18, 2022 Preliminary and Confidential


Preliminary and Confidential Summary of Cape Due Diligence Findings Represents Cape Perspective PROJECTED FINANCIAL PERFORMANCE FACTORS PROJECTED CASH BALANCE FACTORS > Expense Base Growth ($6-7mm EBITDA) > Unexpected Uses of Cash 1H22 ($18mm cash reduction) ‒ Expenses growing faster than revenues in 2022 ‒ Higher accrual releases in Q1 2022 o Higher run rate compensation expenses o Greater spend on IT ($3mm) and Research ($2mm) > LTIP Change of Control Cash Impact ($7mm cash reduction) ‒ Unexpected compensation expense > AUM / Revenue Degradation ($7-8mm EBITDA) ‒ Volatile market performance impacting AUM & revenues > Hedge Cost ($3-5mm additional cost) ‒ Investment performance degradation ‒ Market volatility causing increased cost to Cape > D&O Tail Insurance ($2mm additional cost) ‒ Premiums above anticipated costs > Additional Defense Cost ($3-5mm additional cost) ‒ Potential cost of defense if claim is filed Source: Estimates per Cape management team. 1 Note: P&L figures presented on a pre-tax basis.


Preliminary and Confidential Perspectives on Due Diligence Findings CAPE PERSPECTIVE RHINO PERSPECTIVE Pre $14.00 LOI Post $14.00 LOI Pre $14.00 LOI Post $14.00 LOI Understanding Understanding Understanding Understanding > None > Expense Base Growth > Expense Base Growth ($6-7mm EBITDA reduction) ($1.5-2mm EBITDA reduction) Permanent / (1) Capitalized > AUM / Revenue Degradation ($7-8mm EBITDA reduction) (2) (2) $78 – 90mm $9 - 12mm > TRA Funding > Unexpected Uses of Cash > Unexpected Uses of Cash > Expense Base Growth Requirement ($18mm cash reduction) ($0) ($1-2mm pre-tax / $1-1.5mm ($20mm cash reduction) after-tax cash reduction) > LTIP Cash Impact > LTIP Cash Impact ($7mm cash reduction) > AUM / Revenue Degradation Deferred Compensation ($7.5-12.5mm pre-tax / $6- > Additional Defense Cost 9.5mm after-tax cash reduction) ($3-5mm pre-tax / $2-4mm after- Temporary / tax cash reduction) > Additional Defense Cost One-Time > Hedge Cost ($0) ($3-5mm pre-tax / $2-4mm after- tax cash reduction) > TRA Funding Requirement ($0) > D&O Tail Insurance ($2mm pre-tax / $1.5mm after-tax cash reduction) (2) (2) $31 - 34mm $7-11mm (2) (2) Total Value Impact : $109-124mm Total Value Impact: $16-23mm (3) (3) ($4.79-$5.45 / share) ($0.68-$1.01 / share) (1) Capitalized at 6.0x per Cape management assumption. (2) Totals based on capitalized value and after-tax cash impact figures. (3) Assumes 22.8mm Rhino shares 2 Note: Assumes a tax rate of 23.5%.


Preliminary and Confidential Market Evolution Overview Since 11/30/21 Written Proposal Received % Change $14.00 Written LOI Current (3/ 17/ 2022 vs. 11/ 30/ 2021) (11/ 30/ 2021) (3/ 17/ 2022) Selected Market KPIs DJIA 34,484 34,481 (0%) S&P 500 4,567 4,412 (3%) Russell 2000 2,199 2,065 (6%) (1) Selected Sector KPIs (1) AM Share Price 100.0 91.3 (9%) AM P / 2022E EPS 11.0x 10.4x (5%) (1) WM Share Price 100.0 86.6 (13%) WM P / 2022E EPS 12.1x 9.8x (19%) Selected Rhino KPIs: (2) 22.0 20.8 (5%) Rhino AUM ($bn) Share Price 8.88 9.06 2% Source: Capital IQ, Company filings, Market data as of 3/17/2022. Note: AM peers include APAM, CIXX, CNS, FHI, JHG, and WETF; WM peers include BCOR, FOCS, LPLA, RJF, SAMG; market data as of 3/17/22. (1) Represents indexed change; share price reflects peer median. 3 (2) 3/17/2022 Rhino AUM reflected as of 2/28/2022.


Preliminary and Confidential Illustrative Analysis at Various Prices Rhino Current ($ in mm, except share price) Rhino @ Range of Illustrative Prices Share Price $9.06 $12.00 $12.50 $13.00 $13.50 $14.00 Premium / (Discount) to: Current 32% 38% 43% 49% 55% – YTD VWAP (since 1/ 1/ 2022) 10% 45% 51% 58% 64% 70% (1) Equity Value $206 $274 $285 $297 $308 $320 (2) Total Enterprise Value $139 $207 $218 $230 $241 $253 $ Change in Enterprise Value v. $14/ share ($46) ($34) ($23) ($11) – (3) % of Cape Perspective Value Impact ($117mm) 39% 29% 20% 10% – (4) % of Rhino Perspective Value Impact ($19mm) 237% 178% 119% 59% – Source: Capital IQ, Company filings, Rhino estimates per Rhino management. Market data as of 3/17/2022. (1) Represents 22.8mm FDSO as of 12/31/2021. (2) Assumes $68mm of excess cash per Rhino estimates. Total cash and investment securities includes $73mm of cash and $25mm of investment securities, as of 12/31/2021. Assumes TRA which represents present value of estimated net tax savings. Discounted at 20.0% cost of equity as of 12/31/21. Future exchange of residual private units not included. (3) Represents midpoint of total post $14.00 LOI understanding of value impact from Cape perspective (please reference p2). 4 (4) Represents midpoint of total post $14.00 LOI understanding of value impact from Rhino perspective (please reference p2).


Preliminary and Confidential Disclaimer Disclaimer These materials were prepared by PJT Partners LP (“PJT Partners”, “we” or “us”) solely for the information and assistance of the Board of Directors (the “Board”) of Rhino (the “Company”) in order to assist the Board in connection with its consideration of the matters referred to herein. These materials are incomplete without reference to, and should be viewed solely in conjunction with, any oral information provided by PJT Partners in connection with these materials. These materials and any oral information provided by PJT Partners in connection with these materials (collectively, the “Confidential Information”), as well as any information derived from the Confidential Information, may not be communicated, reproduced, disclosed (in whole or in part) to, or relied upon by, any other person, referred to, or used for any purpose, other than with PJT Partners’ prior written consent. The Confidential Information is based on information publicly available, provided by or on behalf of the Company or obtained from other sources. We assume no responsibility for independent verification of any such information, and we have assumed and relied upon the accuracy and completeness of such information for purposes of preparing the Confidential Information. Neither we nor any of our affiliates or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the Confidential Information, or any data it generates and expressly disclaim any and all liability in relation to any such Confidential Information. The Confidential Information is based on financial, economic, market and other conditions prevailing as of the date of such Confidential Information and is subject to change. We undertake no obligation or responsibility to update or revise any of the Confidential Information. Any valuation, appraisal or conclusion of a financial nature contained in these materials results from the application by PJT Partners of techniques and principles generally adopted in the context of the preparation of financial presentations of this nature, and PJT Partners cannot and does not warrant that the use of different techniques and principles would not lead to a different result. Our analyses do not purport to be an appraisal of any assets or liabilities of the Company or any other party, nor have we evaluated the solvency of the Company or any other party under any laws relating to bankruptcy, insolvency or similar matters. We are not legal, regulatory, accounting or tax advisors and these materials do not constitute legal, regulatory, accounting, tax or other specialist advice. These materials do not constitute and should not be considered any form of financial opinion, advice or recommendation by us or any of our affiliates to any party, with respect to any proposed transaction or otherwise. You should not rely upon or use these materials to form the definitive basis for any decision or action whatsoever, with respect to any proposed transaction or otherwise. Each of the Board and the Company must make its own independent assessment and such investigation as it deems necessary to determine its interest in participating in any transaction. These materials do not constitute an offer to sell or the solicitation of an offer to buy any security, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase any securities or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital to, or participate in, any trading strategies. This document is not a research report and should not be considered as such. This document may include information from the S&P Capital IQ Platform Service. Such information is subject to the following: “Copyright © 2017, S&P Capital IQ (and its affiliates, as applicable). This may contain information obtained from third parties, including ratings from credit ratings agencies such as Standard & Poor’s. Reproduction and distribution of third party content in any form is prohibited except with the prior written permission of the related third party. Third party content providers do not guarantee the accuracy, completeness, timeliness or availability of any information, including ratings, and are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such content. THIRD PARTY CONTENT PROVIDERS GIVE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THIRD PARTY CONTENT PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES, OR LOSSES (INCLUDING LOST INCOME OR PROFITS AND OPPORTUNITY COSTS OR LOSSES CAUSED BY NEGLIGENCE) IN CONNECTION WITH ANY USE OF THEIR CONTENT, INCLUDING RATINGS. Credit ratings are statements of opinions and are not statements of fact or recommendations to purchase, hold or sell securities. They do not address the suitability of securities or the suitability of securities for investment purposes, and should not be relied on as investment advice. This document may include information from SNL Financial LC. Such information is subject to the following: “CONTAINS COPYRIGHTED AND TRADE SECRET MATERIAL DISTRIBUTED UNDER LICENSE FROM SNL. FOR RECIPIENT’S INTERNAL USE ONLY.” PJT Partners is an SEC registered broker-dealer and is a member of FINRA and SIPC. PJT Partners is represented in the United Kingdom by PJT Partners (UK) Limited. PJT Partners (UK) Limited is authorised and regulated by the Financial Conduct Authority (Ref No. 678983) and is a Company registered in England and Wales (No. 9424559). PJT Partners is represented in Spain by PJT Partners Park Hill (Spain) A.V., S.A.U., a firm authorized and regulated by the Comision Nacional del Mercado de Valores (“CNMV”). PJT Partners is represented in Hong Kong by PJT Partners (HK) Limited, authorised and regulated by the Securities and Futures Commission. In connection with our capital raising services in Canada, PJT Partners relies on the international dealer exemption pursuant to subsection 8.18(2) of National Instrument 31-103 Registration Requirements. Please see https://pjtpartners.com/regulatory-disclosure for more information. Copyright © 2022, PJT Partners LP (and its affiliates, as applicable). 5

Exhibit (c)(iv)

Exhibit (c)(iv) 2022.03.30_2100 Project Cape DISCUSSION MATERIALS March 31, 2022 Confidential


Confidential The State of the Asset Management Industry in 2022 P Record AUM levels P Equity and debt market tailwinds P Increasing retail investor engagement P $70 trillion of generational wealth transfer Asset Managers û “Free” beta products û Shift to passive products from active strategies û Shift to model portfolio products delivered via SMA û Increasing non-client expenses û Need to invest in next-generation technologies û Asset flows to the largest / most diversified or specialized managers 1 Source: Cerulli.


Confidential Asset Management Industry Trends Since The Rhino IPO MARKETS HAVE RISEN CONSIDERABLY GLOBAL AUM INCREASED WITH MARKETS Total Shareholder Return (Indexed to 100): 1/2/12 – 3/29/22 $ (trillions; billions) 1,000 Global AUM $103 900 Rhino AUM S&P 500 $93 800 642% Rhino $82 $81 700 (1) SMID $74 (2) $69 $69 Large Cap $66 600 $61 $58 500 $51 $48 $45 400 $40 +268% $35 $32 +230% 300 $25 $20 $19 $20 200 +22% 100 - 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 OPEN-END FUNDS CONTINUE TO GROW WHILE FEE RATES CONTINUE TO DECLINE Fee Rates (bps) $75 Actively Managed Actively Managed Index Equity Index Bond Equity Mixed/ Other⁽¹⁾ Bond Money Market Equity Mutual Funds Bond Mutual Funds Mutual Funds Mutual Funds 63.0 Open End Funds in Thousands $60 92 bps 54.8 8.3 Δ 49.3 6.9 46.7 (23%) 13.1 71 bps 5.9 $45 40.6 66 bps 6.1 38.1 38.3 11.8 36.4 5.1 10.4 32.4 50 bps 4.7 5.2 10.1 (24%) 13.3 4.9 28.4 8.8 11.6 $30 4.9 8.4 8.0 8.0 11.2 4.8 10.6 7.9 9.3 8.5 8.7 6.6 8.0 7.2 14 bps $15 6.1 28.3 24.5 21.8 6 bps 19.9 (57%) 17.4 16.5 16.4 15.5 12.4 10.9 13 bps 6 bps (54%) $0 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 91.5 93.8 97.4 101.1 106.1 110.1 113.0 118.3 122.6 126.5 2


Confidential Recent Asset Manager M&A Focused on Capabilities and Scale Buyer Target AUM (Seller) Rationale $1bn > Direct indexing and tax loss harvesting capabilities $36bn > Direct indexing and tax loss harvesting capabilities NA > Investment management front office technology capabilities $250bn > Additional scale in retail manufacturing and distribution capabilities $37bn > Additional scale in PowerShares ETF platform ETF $53bn > Private equity and private credit capabilities <$1bn > Direct investing and tax loss harvesting capabilities $6bn > Direct investing and tax loss harvesting capabilities $34bn > Additional alternative assets and secondaries capabilities ~$800bn > Additional scale in real estate and fixed income capabilities 3 Source: Public filings, investor presentations, and press releases.


Confidential Perspectives on Asset Management Industry Outlook PASSIVE PRODUCTS WILL FEES CONCENTRATED THE BIG WILL GET BIGGER DOMINATE FLOWS IN ALTERNATIVE ASSETS $ (billions) $ (billions) $ (billions) Total Assets Net Flows $103tn $437bn 2012 Fund Family 2011 2021 2021 14.6% 1,549 7,839 404 2013 46.2% 885 4,189 384 2014 18.4% 993 3,117 187 2015 14.6% 854 2,343 17 2016 17.2% 2017 323 1,267 109 31.1% 2018 13.5% 409 944 44 2019 282 905 (27) 16.0% 21.4% 2020 228 852 81 7.1% 2021 2020 AUM Split 2025E Revenue Split 648 767 (25) Solutions/ ($500) $0 $500 $1,000 $1,500 Passive Active Core LDI/Balanced Non-Index Index Active Specialties Alternatives 4 Sources: Morningstar.


Confidential Transaction Overview > $12.85 per Rhino share in cash > Represents a 52% premium to Rhino’s 30 calendar day volume-weighted average price (“VWAP”) on 3/29/2022 and a 25% premium to Rhino’s 52-week high share price (8/9/2021) Transaction Value > Implied equity value of $293mm, or 12.0x 2022E P/EPS and 12.3x 2023E P/EPS > Implied total enterprise value (“TEV”) of $238mm, or 7.0x 2022E TEV/EBITDA and 6.5x 2023E TEV/EBITDA > 100% cash consideration Form of Consideration > Debt financing to be provided by Wells Fargo, Citizens and KeyBank; debt commitment letter shared by Cape (no financing contingency) and Structure > Certain Management Stockholders (i.e. Rollover Holders) will enter into a Management Rollover Agreement, Stockholders Agreement and Rollover Bonus Opportunity Agreement > 40 day go-shop provision ‒ Company termination fee: $3.14mm during go-shop period and $8.79mm after go-shop period ‒ Parent termination fee: $15.07mm, or ~1.7x Company termination fee after go-shop period > No vote or consent of Cape Parent shareholders is necessary to approve transaction; Rhino majority vote required Other Considerations > 75% minimum run-rate revenue and 75% AUM-based client consent stipulated as condition to close > Rhino dividend ($0.05 / quarter) to continue to be paid between signing and closing of transaction > Regulatory conditions include HSR, FINRA and New Hampshire Banking Department approval Transaction summary based on draft of merger agreement dated 3/30/2022 and ancillary documents dated 3/29/2022 5 Source: Capital IQ. Market data as of 3/29/22.


Confidential Side-by-Side Summary Implied Market Multiples Rhino Current ($ in million, except share price) At Offer Price 03/ 29/ 2022 Share Price $9.08 $12.85 (x) Fully Diluted Shares Oustanding ( FDSO ) 22.8 22.8 Equity Value $207 $293 (56) (56) (-) Excess Cash⁽¹⁾ (+) Total Debt–– (-) TRA⁽²⁾ 1 1 TEV $151 $238 Implied Premium / (Discount) to: Metric: Current $9.08 42% – 30D VWAP 8.44 8% 52% 90D VWAP 8.29 9% 55% 180D VWAP 8.30 9% 55% 1Y VWAP 8.16 11% 57% 52-Week High 10.25 (11%) 25% Implied Multiples 2021A P/ EPS $1.28 7.1x 10.0x 2022E P/ EPS 1.07 8.5x 12.0x 2023E P/ EPS 1.05 8.7x 12.3x 2021A TEV/ Adj. EBITDA (Post-SBC) 36 4.3x 6.7x 2022E TEV/ Adj. EBITDA (Post-SBC) 34 4.4x 7.0x 2023E TEV/ Adj. EBITDA (Post-SBC) 36 4.2x 6.5x Source: Capital IQ, Company filings, Rhino management projections received 12/16/2021. Note: Market data as of 3/29/22. FDSO includes dilutive effect of exchangeable Class A units of 428,812, as of 2/8/2022. VWAP represents volume-weighted average price. VWAP reference period based on calendar days. (1) $56mm of excess cash per Company estimates. Total cash and investment securities includes $47mm of cash and $39mm of investment securities, estimated as of 3/31/2022. 6 (2) Represents present value of estimated net tax savings. Discounted at 20.0% cost of equity as of 3/31/22. Future exchange of residual private units not included.


Confidential Offer Progression Summary Review of Offer History Current Offer 1 Offer 2 Offer 3 Offer 4 Offer 5 Current (verbal) (verbal) (verbal) (written) (verbal) (written) 3/ 29/ 2022 (10/ 19/ 2021) (11/ 19/ 2021) (11/ 26/ 2021) (11/ 30/ 2021) (3/ 8/ 2022) (3/ 22/ 2022) Share Price $9.08 $12.50 $13.50 - $13.60 $13.65 - $13.70 $14.00 $12.00 $12.85 Implied Premium / (Discount) to:⁽¹⁾ Current– 38% 49% - 50% 50% - 51% 54% 32% 42% 30D VWAP 8% 36% 53% - 54% 56% 60% 41% 53% 90D VWAP 9% 32% 48% - 49% 50% - 51% 54% 51% 57% 180D VWAP 9% 47% 53% - 54% 53% - 54% 57% 43% 55% 1Y VWAP 11% 74% 80% - 81% 81% 85% 49% 59% 52-Week High (11%) 22% 32% - 33% 33% - 34% 37% 17% 25% Implied Multiples:⁽²⁾ 2022E P/ EPS 8.5x 11.7x 12.6x - 12.7x 12.8x 13.1x 11.2x 12.0x 2023E P/ EPS 8.7x 12.0x 12.9x - 13.0x 13.1x 13.4x 11.5x 12.3x 2022E TEV/ Adj. EBITDA (Post-SBC) 4.4x 6.7x 7.4x - 7.5x 7.5x 7.7x 6.4x 7.0x 2023E TEV/ Adj. EBITDA (Post-SBC) 4.2x 6.3x 6.9x - 7.0x 7.0x - 7.1x 7.3x 6.0x 6.5x Source: Capital IQ, Company filings, Rhino management projections received 12/16/2021. Note: Market data as of 3/29/22. FDSO includes dilutive effect of exchangeable Class A units of 428,812, as of 2/8/2022. VWAP reference period based on calendar days. (1) Based on the dates noted. 7 (2) Based on Rhino management projections.


Confidential Historical Share Price Performance Last 5 Years Current 30D 60D 90D 180D 1Y 3Y 5Y Rhino VWAP $9.08 $8.44 $8.38 $8.29 $8.30 $8.16 $4.51 $4.00 Bill Manning Exchange $16 (5/11/2020) $14 Current Offer: $12.85 $12 Rhino Current $10 Share Price: $9.08 $8 $6 $4 $2 0.54 $0 Mar-17 Sep-17 Mar-18 Sep-18 Mar-19 Sep-19 Mar-20 Sep-20 Mar-21 Sep-21 Mar-22 (1) Volume Traded (mm shares) Rhino Share Price Trailing Share Price Performance 30D 60D 90D 180D 1Y 3Y 5Y Rhino 9% 14% 14% (1%) 38% 332% 59% (2) Wealth M anagement Index 2% 9% 12% 17% 30% 125% 189% (3) SM ID Asset M anagement Index 6% 2% (10%) (5%) 11% 55% 33% Source: Capital IQ. Market data as of 3/29/2022. Note: VWAP reference period based on calendar days. (1) Volume traded represents monthly periods. (2) Wealth Management Index includes Blucora, Focus Financial Partners, LPL Financial, Raymond James, Silvercrest, and Stifel. Market cap weighted basis. 8 (3) SMID Index includes Artisan Partners, CI Financial, Cohen & Steers, Federated Hermes, Janus Henderson, and WisdomTree Investments. Market cap weighted basis.


Confidential Rhino Management Forecast Description and Outcome Distribution Considerations OVERVIEW ✓ Wealth segment recruiting gains greater traction > Forecast represents Rhino Management’s best faith estimate of the standalone outlook for ✓ Investment performance improvements drive positive net flows Rhino ✓ Efficiency improvements drive additional operating leverage ‒ Based on bottom-up build by segment ✓ Market conditions improve across equity and fixed income markets ‒ Assumes continued gains in wealth ✓ Additional progress in digital transformation management segment ‒ Reflects current level of investment in Expected Management Forecast Outcome business ‒ Not adjusted for execution risk✘ Competitive pressure continues to increase ‒ Includes public company expenses ‒ Shift from active to passive strategies ‒ Fee compression for active strategies ‒ Product innovation ITEMS NOT INCLUDED IN MANAGEMENT FORECAST ‒ Distribution effectiveness > Additional fee compression ✘ Change in macro economic environments > Additional compensation expense ‒ Economic recession (US, global) ‒ Market correction in the next 5 years > Additional research-related expense ✘ Net flow performance continues in line or below historical levels > Additional investment in technology ✘ Investment performance deteriorates > Increase in seed capital program✘ Key talent retention at Rhino ✘ Under-investment in critical technology; long-term implications > Change in market environment ✘ Unforeseen regulatory changes > Potential non-cash impairment charges related to technology initiatives 9 Source: Rhino management. Downside Risk Factors Upside Opportunities


Confidential Summary of Management Projections AUM, Net Flows, Market Performance HISTORICAL AUM BREAKDOWN BY ASSET $20.8 ENDING AUM CLASS ($ in billions) % YoY (20) (4) 3 12 6 7 8 9 10 Growth 2021A $33 5% $30 $28 $26 $24 $23 $20 $20 $19 $20 $18 $16 $15 28% $14 $13 $11 $11 AUM: $23bn $20 $14 $12 $12 $10 $11 $9 $9 $10 67% 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E Asset Management Wealth Management NET FLOWS ($ in billions) 2020A % BoP (14) (22) (12) (3) 1 2 3 5 5 5% AUM $2 $1 $1 $1 $0 28% AUM: $20bn ($1) ($2) ($4) 67% ($4) 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E MARKET PERFORMANCE 2019A ($ in billions) 5% % BoP (5) 19 15 15 5 5 5 5 5 AUM 26% AUM: $19bn $4 $3 $3 $1 $1 $1 $1 $1 69% ($1) 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E Blended Assets Equity Fixed Income 10 Source: Company filings, Rhino management projections received 12/16/2021.


Confidential Summary of Management Projections Revenue (1) REVENUE/AVERAGE AUM (BPS) Asset (2) PROJECTED Δ IN BPS HISTORICAL Δ IN BPS Management 55 47 52 53 52 51 51 51 (bps) 19A- 19A- 21A- 21A- Wealth (2) 65 64 69 68 68 68 69 69 Management 20A 21A 23E 25E (bps) 60bps 60bps 59bps 59bps 58bps 58bps 58bps 55bps (3.5) 1.7 bps bps NA 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E REVENUE ($ in millions) HISTORICAL CAGR PROJECTED CAGR $213 $195 18A- 19A- 21A- 21A- $178 20A 21A 23E 25E $166 $158 $146 $96 $136 $86 $127 $78 $71 $69 $62 $59 $52 $161 (11%) 3% $90 $83 $76 $72 $68 $65 $57 $56 $27 $22 $22 $24 $25 $20 $19 $19 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E Asset Management Other Revenues Wealth Management Source: Company filings, Rhino management projections received 12/16/2021. Note: Asset and wealth management breakdown unavailable for 2018. Other Revenue Includes Distribution and Shareholder Servicing, Custodial Services and Other, per Company filings. (1) Revenue excludes “Other Revenue” category. 11 (2) Represents revenue / EoP AUM.


Confidential Summary of Management Projections EBITDA and Net Income EBITDA AND MARGIN HISTORICAL CAGR PROJECTED CAGR ($ in millions) 18A- 19A- 21A- 21A- 20A 21A 23E 25E $54 $47 24.4% $40 (25%) 59% 25.4% $36 $36 24.0% $34 22.6% 22.0% $27 21.5% HISTORICAL Δ PROJECTED Δ IN MARGIN IN MARGIN $15 $14 17.0% 18A- 19A- 21A- 21A- 20A 21A 23E 25E 12.1% 10.3% (5%) 14% 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E NET INCOME AND MARGIN ($ in millions) HISTORICAL CAGR PROJECTED CAGR 18A- 19A- 21A- 21A- $39 20A 21A 23E 25E $34 $29 $27 (22%) 66% $25 $24 $23 18.6% 18.5% 17.4% 16.1% HISTORICAL Δ PROJECTED Δ 15.3% 14.8% 14.2% $14 IN MARGIN IN MARGIN $10 11.0% 18A- 19A- 21A- 21A- 7.2% 20A 21A 23E 25E (3%) 11% 2018A 2019A 2020A 2021A 2022E 2023E 2024E 2025E 2026E Source: Company filings, Rhino management projections received 12/16/2021. 12 Note: EBITDA calculated as pre-tax profit plus depreciation and amortization. Net income represents net income available to controlling and noncontrolling interests.


Confidential Rhino Valuation Summary Implied Price Per Share Current 30-day 3/22/22 IOI: VWAP: $8.44 $12.85 (3/29/22) > 4.75 Year Equity DCF; 18% - 22% Cost of Equity; 3.5% - 4.5% PGR Equity DCF (Management Mgmt Case,4% PGR inc. TRA > Implied terminal P/E multiple: 6.2x – 8.4x $ 10.00 $ 13.00 Projections) > 7.0x - 9.0x FY2022E Net Income P/E P/ E (Management) $ 7.50 (1) (Management $ 9.50 > Based on selected comparable companies trading multiples Projections) TEV/EBITDA > 4.5x - 6.5x FY2022E EBITDA TEV / EBITDA (Management) $ 12.25 $ 9.25 (Management (1) > Based on selected comparable companies trading multiples Projections) P/E > 8.0x - 11.0x LTM 3/31/2022E Net Income P/ E (Actual) $ 8.75 $ 12.00 (Actual) (2) > Based on selected precedent transactions TEV/EBITDA > 6.0x – 8.0x LTM 3/31/2022E EBITDA TEV / EBITDA (Actual) $ 11.25 $ 14.25 (Actual) (2) > Based on selected precedent transactions Equity DCF 0% Growth Case > 4.75 Year Equity DCF; 18% - 22% Cost of Equity; 0% PGR $ 7.50 $ 8.75 (0% Growth) > Implied terminal P/E multiple: 5.0x – 6.0x 52-Week Trading Range 52-Week Trading $ 10.25 $ 6.00 (3) > 52-Week trading range for period ending 3/29/22 Range $2 $4 $6 $8 $10 $12 $14 $16 Source: Capital IQ, Rhino management projections received 12/16/2021 and 2/5/2022. Note: Market data as of 3/29/2022. DCF valuation as of 3/31/2022. Calculated using FDSO of 22.8mm, PV of net tax savings of $(0.8)mm based on discounted cash flow using a 20% discount rate. PV of net tax savings also incorporated in trading and precedents valuation methodologies. All figures rounded to the nearest $0.25. (1) Selected comparable companies include Artisan Partners, CI Financial, Cohen & Steers, Federated Hermes, Janus Henderson, WisdomTree Investments, Blucora, Focus Financial Partners, LPL Financial, Raymond James, Silvercrest, Stifel. (2) Based on selected precedent asset management transactions only. 13 (3) Includes intraday share prices. Trading Equity DCF For Reference Only: Precedents


Confidential Illustrative Equity DCF Sensitivity Analysis For Reference Only Assumes 20% Discount Rate ($mm, except per share amounts) 3.5% PGR 4.0% PGR 4.5% PGR vs. Rhino Management Annual EBITDA Impact ($mm) Annual EBITDA Impact ($mm) Annual EBITDA Impact ($mm) Projections (5) (10) (5) (10) (5) (10) ––– 0.75 (1) $11.13 $11.01 $10.89 $11.31 $11.20 $11.08 $11.51 $11.39 $11.28 (through '22) 1.75 $11.13 $10.88 $10.63 $11.31 $11.06 $10.81 $11.51 $11.26 $11.01 (through '23) 2.75 $11.13 $10.77 $10.41 $11.31 $10.95 $10.59 $11.51 $11.15 $10.79 (through '24) Source: Rhino projections received as of 12/16/2021. Note: Assumes valuation date of 3/31/2022. 4.75 Year Equity DCF. (1) Q2’22E – Q4’22E EBITDA reduced by 75% of illustrative annual EBITDA impact. 14 Duration (Years)


I. Appendix Confidential


Confidential Summary of Key Valuation Changes For Reference Only Side-by-Side Prior Valuation Range Current Valuation Range Methodology Key Changes (12/31/2021) (3/29/2022) > Updated WACC range based on latest risk free rate, and Duff & Phelps provided equity risk premiums and size risk premiums $10.51 - $14.96 > Updated share count Equity DCF (Management Projections) $10.00 - $13.00 12/16/2021 > Updated Company guidance for NWC, capex, and excess cash and securities balance assumptions > Rolled valuation forward from 12/31/2021 to 3/31/2022 > Updated share count P/E $9 - $11 $7.50 - $9.50 > Range of assumed P/E multiples decreased by 1.0x based on change in selected comparable company (1) Trading trading levels > Range of assumed TEV/EBITDA multiples decreased TEV / $10 - $13 $9.25 - $12.25 by 0.5x based on change in selected comparable EBITDA company trading levels P/E $9 - $12 $8.75 - $12.00 > Updated share count (2) Precedents TEV / > LTM metrics change from 9/30/21 to 3/31/22 $11 - $14 $11.25 - $14.25 EBITDA Source: Capital IQ, Rhino management projections received 12/16/2021. Market data as of 3/29/2022. Note: Prior valuation ranges shown as previously presented on 12/31/2021; trading and precedent based ranges rounded to nearest $1.00. Current 3/29/2022 valuation ranges rounded to nearest $0.25. (1) Selected comparable companies include Artisan Partners, CI Financial, Cohen & Steers, Federated Hermes, Janus Henderson, WisdomTree Investments, Blucora, Focus Financial Partners, LPL Financial, Raymond 16 (2) Based on selected precedent asset management transactions only.


Confidential Illustrative Precedent Premiums Paid Analysis For Reference Only All 100% Cash Transactions, Last 5 Years, $100mm - $1bn TEV Premium to: Calendar 1-Day Prior 1-Week Prior 1-Month Prior 1-Year Low 3-Year Low 5-Year Low Days: Rhino ($12.85 Offer) 45% 42% 57% 100% 1,160% 1,160% (n = 20) 75th Percentile 45% 43% 59% 198% 368% 431% Median 37% 31% 34% 132% 199% 249% Mean 49% 49% 62% 167% 368% 418% 25th Percentile 19% 25% 15% 68% 140% 182% (n = 37) 75th Percentile 59% 62% 71% 189% 365% 388% Median 39% 34% 37% 108% 163% 216% Mean 58% 57% 62% 158% 284% 322% 25th Percentile 21% 24% 15% 62% 76% 81% (n = 73) 75th Percentile 54% 54% 67% 175% 270% 337% Median 33% 30% 30% 92% 148% 175% Mean 49% 49% 51% 131% 228% 254% 25th Percentile 12% 11% 12% 53% 69% 69% Source: Thomson One, Capital IQ as of 3/29/2022. Includes US publicly traded company targets, deals with 100% cash consideration between 3/29/2017 and 3/29/2022, with TEV between $100mm - $1bn. Excludes Real Estate and Power & 17 Energy targets. Last 5 Years Last 3 Years Last 1 Year


Confidential Summary of Rhino Due Diligence > PJT Partners has conducted a review of the following documents in preparation of these materials: ‒ Rhino public filings and information, including but not limited to: o Financial statements (annual reports and quarterly reports, etc.) o Proxy filings o Ownership details o TRA documentation o Earnings transcripts o Press releases o Other public available documents o Draft merger agreement dated 3/26/2022 o Documents made available in the Rhino dataroom (provided to Cape) (1) > PJT Partners has also reviewed with Rhino management projected financial plans for the period FY2021E-FY2026E as well as TRA related schedules and documentation ‒ PJT Partners has held a number of discussions with Rhino management on the financial projections, from 12/23/21 to 3/24/22 18 (1) Original projections received 12/16/2021.


Confidential Summary of Historical and Management Projected Financials Historicals Management Historical CAGR Projected CAGR CY18A - CY19A - CY21E - CY21E - ($ in millions, except AUM in CY2018A CY2019A CY2020A CY2021E CY2022E CY2023E CY2024E CY2025E CY2026E $bn and per share data) CY20A CY21A CY23E CY25E Ending AUM $20.2 $19.5 $20.1 $22.0 $23.9 $25.6 $27.6 $30.2 $33.2 (0%) 6% 8% 8% % Growth (19.5%) (3.6%) 3.3% 9.4% 8.5% 7.1% 8.0% 9.3% 9.9% Net Flows ($3.6) ($4.5) ($2.3) ($0.6) $0.3 $0.5 $0.8 $1.2 $1.5 % BoP AUM (14.2%) (22.2%) (11.9%) (2.9%) 1.2% 2.2% 3.2% 4.5% 5.1% Market Performance ($1.1) $3.8 $3.0 $2.5 $1.1 $1.2 $1.2 $1.3 $1.5 / Other % BoP AUM (4.5%) 18.8% 15.2% 12.2% 5.0% 4.8% 4.8% 4.8% 4.8% Revenue $161 $136 $127 $146 $158 $166 $178 $195 $213 (11%) 4% 6% 7% % Growth (19.9%) (15.7%) (6.6%) 15.1% 8.4% 4.5% 7.8% 9.2% 9.3% EBITDA $27 $14 $15 $35 $34 $36 $40 $47 $54 (25%) 59% 1% 7% % Margin 17.0% 10.3% 12.1% 24.3% 21.5% 22.0% 22.6% 24.0% 25.4% % Growth (60.7%) (48.6%) 9.2% 131.1% (4.0%) 6.7% 11.0% 16.0% 15.3% Net Income $23 $10 $14 $28 $24 $25 $29 $34 $39 (22%) 68% (6%) 5% % Margin 14.2% 7.2% 11.0% 19.0% 15.3% 14.8% 16.1% 17.4% 18.5% % Growth (52.6%) (57.1%) 41.3% 99.3% (12.7%) 1.2% 17.3% 17.6% 16.6% Weighted Average Bill Manning Exchange 14.630 77.974 41.611 ⁽¹⁾⁽¹⁾⁽¹⁾ 22.106⁽²⁾ 22.586⁽²⁾ 23.400⁽²⁾ 23.502⁽²⁾ 24.083⁽²⁾ 24.083⁽²⁾ Share Count - Diluted (05/11/2020) Diluted EPS $1.57 $0.13 $0.33 $1.26 $1.07 $1.05 $1.22 $1.40 $1.64 (54%) 215% (9%) 3% % Growth (53.9%) (92.0%) 164.7% 275.1% (14.5%) (2.4%) 16.8% 14.8% 16.6% Source: Company filings, Rhino management projections received 12/16/2021. Note: EBITDA calculated as pre-tax income plus depreciation and amortization. Net income represents net income available to controlling and noncontrolling interests. (1) Represents weighted average shares of Class A common stock outstanding – diluted, per GAAP. 19 (2) Represents Rhino management estimates of Class A common stock outstanding – diluted.


Confidential Summary of 2021 Actual vs. Estimated Financials ($ in millions, except per share data) 2021E 2021A Wealth Management AUM $10 $10 Asset Management AUM 12 13 Total AUM $22 $23 Investment Management Revenue $127 $126 Misc/ Other Revenue 19 19 Total Revenues $146 $146 Compensation & Related Costs $75 $74 Other Operating Expenses 38 39 Total Operating Expenses $114 $113 Operating Income $33 $33 Operating Income Margin % 22% 22% Non-Operating (Other) $1 $1 Pre-Tax Income $34 $33 Pre-Tax Income Margin % 23% 23% Tax Provision $6 $6 Net Income $28 $27 Weighted Average Share Count- Basic 18.0 17.8 Weighted Average Share Count- Diluted 22.1 21.1 GAAP EPS - Basic $1.55 $1.52 GAAP EPS - Diluted $1.26 $1.28 Depreciation/ Amortization $2 $2 EBITDA $35 $36 Source: Rhino management, Company filings. 20 Note: Rhino projections received 12/16/2021.


Confidential Detailed NWC and Capex Assumptions Historicals Projections ($ in mm) CY2018A CY2019A CY2020A CY2021A CY2022E CY2023E CY2024E CY2025E CY2026E Purchase of Fixed Assets (Capex) ($2.0) ($2.5) ($0.2) ($0.4) ($3.6) ($3.5) ($0.5) ($3.0) ($2.8) NWC (Increase) decrease in operating assets and increase (decrease) in operating liabilities Accounts Receivable 3.9 1.3 (1.7) (1.8) (0.6) (0.1) 0.1 0.1 0.1 Prepaid Expenses 0.1 (0.4) (5.5) (2.5) 1.2 0.0 (0.0) (0.0) (0.0) Accounts Payable 0.2 (0.2) 0.2 0.0 ––––– Accrued Expenses (6.6) (1.3) 4.7 (2.0) 11.1 6.4 4.3 5.5 6.1 Deferred Revenue (0.9) 1.5 0.7 1.5 0.2 0.6 (0.1) (0.1) (0.1) Change in NWC ($3.3) $0.8 ($1.6) ($4.7) $11.9 $6.9 $4.4 $5.5 $6.1 Revenue 161 136 127 $146 $158 $166 $178 $195 $213 Change in Revenue ($) (25) (9) 19 13 7 13 16 18 Capex (% of Revenue) (1.8%) (0.2%) (0.3%) (2.3%) (2.1%) (0.3%) (1.6%) (1.3%) (Increase) decrease in operating assets and increase (decrease) in operating liabilities as a % of change in revenue Accounts Receivable (4.9%) 19.3% (9.6%) (4.8%) (0.8%) 0.4% 0.4% 0.4% Prepaid Expenses 1.6% 60.8% (13.3%) 9.7% 0.0% (0.0%) (0.0%) (0.0%) Accounts Payable 0.9% (1.9%) 0.0% ––––– Accrued Expenses 5.1% (51.9%) (10.5%) 86.4% 89.7% 33.6% 33.6% 33.6% Deferred Revenue (5.7%) (8.0%) 8.0% 1.4% 8.3% (0.4%) (0.4%) (0.4%) Trailing 3-Year Avg. for Capex Same % as Previous Year for NWC 21 Source: Company filings, Rhino projections received 2/5/2022.


Confidential Selected Public Company Comparable Benchmarking 21A – 23E REVENUE GROWTH 21A – 23E EBITDA GROWTH 21A – 23E NET INCOME GROWTH 18.5% 10.8% 20.6% 6.8% 6.6% 3.3% 5.9% 1.2% (4.8%) Rhino SMID AM Peers WM Peers Rhino SMID AM Peers WM Peers Rhino SMID AM Peers WM Peers TEV/22E EBITDA PRICE/22E EPS ’22E EBITDA MARGIN 10.6x 10.6x 8.8x 33.8% 7.6x 8.5x 21.5% 20.6% 4.4x Rhino SMID AM Peers WM Peers Rhino SMID AM Peers WM Peers Rhino SMID AM Peers WM Peers Source: Company filings, Rhino management projections received 12/16/2021, Capital IQ. Market data as of 3/29/2022. Note: Asset management peers include Janus Henderson, Cohen and Steers, CI Financial, Aritsan Partners, Federated Hermes, WisdomTree Investments. Wealth management peers include 22 Raymond James, LPL Financial, Stifel, Focus Financial Partners, Blucora, Silvercrest. Rhino estimates based on Management Projections.


Confidential Selected Public Comparable Companies ($ in millions, except per % of 52- TEV / EBITDA P / EPS '21A - '23E Growth EBITDA Margin Share Market AUM TEV / share and AUM) week TEV Price Cap. ($bn) EoP AUM Net High 2022E 2023E 2022E 2023E Revenue EBITDA 2021A 2022E Company Income Rhino⁽¹⁾ $9.08 88.6% $207 $151 $23 4.4x 4.2x 0.7% 8.5x 8.7x 6.6% 1.2% (4.8%) 24.4% 21.5% SMID Janus Henderson $36.08 74.3% $6,285 $5,197 $432 6.0x 5.9x 1.2% 10.2x 10.1x (1.2%) (5.5%) (7.3%) 35.6% 32.4% Cohen & Steers 86.63 85.6% 4,376 4,254 107 15.2x 13.9x 4.0% 21.0x 19.8x 7.6% 7.3% 5.2% 45.6% 44.2% CI Financial 16.43 67.0% 3,270 6,020 307 6.6x 6.1x 2.0% 5.9x 5.4x 11.7% 9.8% 9.4% 38.2% 35.2% Artisan Partners 39.85 69.1% 3,357 3,419 175 7.3x 7.1x 2.0% 9.1x 8.6x 1.1% (5.9%) (4.0%) 44.6% 38.8% Federated Hermes 34.80 87.4% 3,347 3,207 669 7.8x 6.8x 0.5% 11.0x 9.9x 12.6% 9.4% 7.3% 30.5% 27.3% WisdomTree Investments 5.79 78.5% 851 1,020 78 11.2x 10.4x 1.3% 16.1x 14.8x 5.9% 4.5% 1.4% 29.5% 28.4% SMID Median $3,352 $3,837 $241 7.6x 6.9x 1.6% 10.6x 10.0x 6.8% 5.9% 3.3% 36.9% 33.8% Wealth Management Raymond James $112.73 96.0% $24,327 $18,892 $203 8.7x 8.1x 9.3% 14.8x 12.0x 10.5% 12.8% 15.9% 17.6% 19.2% LPL Financial 185.54 94.5% 15,156 17,605 643 13.5x 10.4x 2.7% 21.9x 15.6x 16.2% 28.5% 37.5% 13.3% 14.5% Stifel 71.26 85.6% 8,188 7,339 436 6.7x 6.2x 1.7% 9.7x 8.6x 7.0% 5.9% 7.5% 22.3% 22.0% Focus Financial Partners 47.12 68.2% 3,996 6,340 350 11.1x 9.1x 1.8% 10.1x 8.5x 22.1% 29.2% 22.9% 23.2% 25.8% Blucora 20.03 97.2% 1,009 1,427 89 8.8x 7.9x 1.6% 9.9x 9.1x 8.3% 36.0% 21.2% 11.1% 16.6% Silvercrest 21.66 96.7% 323 273 32 6.3x 5.6x 0.8% 11.1x 10.1x 11.1% 10.0% 6.7% 30.4% 30.5% Wealth Management Median $6,092 $6,839 $277 8.8x 8.0x 1.7% 10.6x 9.6x 10.8% 20.6% 18.5% 19.9% 20.6% Source: Company estimates, Rhino management projections received 12/16/2021, Capital IQ, sellside research, and company filings. Market data as of 3/29/2022. Note: TEV builds include investable securities as cash. 23 (1) Implied based on Rhino Management projections.


Confidential Summary of Selected Public Comparable Companies For Reference Only 12/31/2021 v. 3/29/2022 12/ 31/ 2021 As of 3/ 29/ 2022 Delta P / 2022E 2022E TEV / '22E P / 2022E 2022E TEV / '22E P / 2022E 2022E TEV / '22E Share Price 2022E EPS Share Price 2022E EPS Share Price 2022E EPS EPS EBITDA EBITDA EPS EBITDA EBITDA EPS EBITDA EBITDA Rhino $7.90 $1.26 6.2x $34 3.3x $9.08 $1.07 8.5x $34 4.4x 14.9% ($0) 0.4x 0.4x – SMID Janus Henderson $42.94 $3.89 11.0x $943 6.9x $36.08 $3.53 10.2x $865 6.0x (16%) (9%) (8%) (8%) (13%) Cohen & Steers 93.01 4.15 22.4x 282 15.7x 86.63 4.13 21.0x 279 15.2x (7%) (1%) (6%) (1%) (3%) CI Financial 22.04 2.83 7.8x 887 7.4x 16.43 2.78 5.9x 907 6.6x (25%) (2%) (24%) 2% (10%) Artisan Partners 48.19 5.18 9.3x 571 6.7x 39.85 4.40 9.1x 466 7.3x (17%) (15%) (3%) (18%) 9% Federated Hermes 37.87 3.07 12.3x 420 8.7x 34.80 3.15 11.0x 412 7.8x (8%) 3% (10%) (2%) (11%) WisdomTree Investments 6.16 0.37 16.6x 90 12.0x 5.79 0.36 16.1x 91 11.2x (6%) (3%) (3%) 1% (7%) SMID Median 11.7x 8.1x 10.6x 7.6x (12%) (2%) (7%) (1%) (9%) Wealth Management Raymond James $101.02 $6.94 14.6x $2,019 5.7x $112.73 $7.61 14.8x $2,170 8.7x 12% 10% 2% 7% 53% LPL Financial 162.55 8.37 19.4x 1,281 11.9x 185.54 8.47 21.9x 1,307 13.5x 14% 1% 13% 2% 13% Stifel 71.04 6.62 10.7x 1,065 7.2x 71.26 7.36 9.7x 1,092 6.7x 0% 11% (10%) 3% (7%) Focus Financial Partners 61.06 4.59 13.3x 548 12.8x 47.12 4.65 10.1x 569 11.1x (23%) 1% (24%) 4% (13%) Blucora 17.61 1.80 9.8x 161 8.4x 20.03 2.03 9.9x 161 8.8x 14% 13% 1% 0% 6% Silvercrest 16.77 1.80 9.3x 43 5.3x 21.66 1.95 11.1x 43 6.3x 29% 8% 20% 0% 19% Wealth Management Median 12.0x 7.8x 10.6x 8.8x 13% 9% 1% 2% 9% Source: Company estimates, Rhino projections received 12/16/2021, Capital IQ, sellside research, and company filings. Market data as of 3/29/2022 and 12/27/2021. Note: TEV builds include investable securities as cash. 24 (1) Implied based on Rhino Management projections


Confidential Selected Precedent M&A Transactions Asset Management Date Target Acquirer Target AUM ($bn) TEV / LTM EBITDA P / LTM E 10/ 5/ 2021 $23.6 7.6x⁽¹⁾ 10.2x⁽¹⁾ (Public Parent) (Public) 12/ 1/ 2020 Asset Management $131.0 6.9x 18.2x (Public) (Public Parent) 7/ 27/ 2020 $44.1 9.7x 14.5x (Public Parent) (Public) 11/ 6/ 2018 $69.0 6.9x NA (Private) (Public) 10/ 18/ 2018 $225.0 8.3x⁽²⁾ 11.7x⁽²⁾ (Private) (Public) 4/ 13/ 2018 $45.0 12.8x NA (Private) (Public) 2/ 29/ 2016 $7.1 8.1x NA (Private) (Public) 6/ 16/ 2014 $14.7 4.7x⁽³⁾ NA (Private) (Public) Average $69.9 8.1x 13.7x Median $44.6 7.8x 13.1x Source: Capital IQ, company filings, press. (1) Represents multiple of annualized run-rate 2021E EBITDA. (2) Represents multiple of 2018A reported financials. 25 (3) Represents multiple of 2013A reported financials.


Confidential Selected Precedent Asset Management M&A Multiples vs. Peers Announced Transaction Multiple vs. SMID AM Multiples at Time of Announcement TEV / LTM EBITDA P / LTM E SMID AM Median SMID AM Median Date Target Acquirer Precedent M&A @ Announcement Precedent M&A @ Announcement 10/ 5/ 2021 8.7x 13.7x 7.6x⁽¹⁾ 10.2x⁽¹⁾ (Public Parent) (Public) 12/ 1/ 2020 6.9x 8.4x 18.2x 15.3x Asset Management (Public) (Public Parent) 7/ 27/ 2020 9.7x 7.8x 14.5x 12.5x (Public Parent) (Public) 11/ 6/ 2018 6.9x 8.1x NA 12.8x (Private) (Public) 10/ 18/ 2018 7.7x 12.9x 8.3x⁽²⁾ 11.7x⁽²⁾ (Private) (Public) 4/ 13/ 2018 12.8x 9.8x NA 17.5x (Private) (Public) 2/ 29/ 2016 8.1x 9.7x NA 20.0x (Private) (Public) 6/ 16/ 2014 14.3x NA 24.3x 4.7x⁽³⁾ (Private) (Public) Source: Capital IQ, company filings, press. Note: SMID AM Median includes APAM, CIXX, CNS, FHI, JHG, and WETF; JHG included after IPO on 06/02/2017. (1) Represents multiple of annualized run-rate 2021E EBITDA. (2) Represents multiple of 2018A reported financials. 26 (3) Represents multiple of 2013A reported financials.


Confidential Selected Precedent M&A Transactions (cont’d) For Reference Only Wealth Management Date Target Acquirer Target AUM ($bn) TEV / LTM EBITDA 11/11/2019 $90.4 12.1x (Public) (Private) (1) 1/7/2020 $4.0 11.1x (Private) (Public) 5/9/2019 $268.0 - (Private) (Private) 3/19/2019 $18.0 18.0x (Private) (Public) 4/30/2018 $169.0 16.5x (Public) (Private) Average $109.9 14.4x Median $90.4 14.3x Source: Capital IQ, company filings, press. 27 (1) Calculated as amended purchase price as of April 2020 divided by LTM Q3’19 EBITDA.


Confidential Illustrative Discounted Cash Flow to Equity Analysis Management Projections, 4% PGR (incl. TRA) VALUATION SUMMARY EQUITY DCF ($ in millions) ($ in millions) Calendar Year Ending December 31, Terminal Cost of Equity 20.0% 2022E 2023E 2024E 2025E 2026E Year ($ in millions) Q2 – Q4 2022E Revenue $123 $166 $178 $195 $213 $213 Terminal LFCF $40 % Growth 4% 8% 9% 9% – Perpetuity Growth Rate 4.0% EBITDA (post-SBC) $29 $36 $40 $47 $54 $54 % Margin 23% 22% 23% 24% 25% 25% Terminal Value $287 Less: D&A (3) (5) (4) (4) (4) (4) EBIT $26 $31 $37 $43 $50 $50 Implied Terminal P/ E Multiple 7.1x Plus: Interest Income 1 1 2 2 2 2 EBT $27 $33 $38 $45 $53 $53 PV of Levered Cash Flows $138 Less: Taxes (6) (8) (9) (11) (12) (12) Tax Rate 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% (+) PV of Terminal Value 121 NOPAT $21 $25 $29 $35 $40 $40 Plus: D&A 3 5 4 4 4 4 (+) PV of Net Tax Savings (1) Less: Capex (3) (3) (1) (3) (3) (4) Implied Equity Value $258 % of Revenue (3%) (2%) (0%) (2%) (1%) (1%) Less: Change in NWC 26 7 4 6 6– (/ ) FDSO 22.8 % of Change in Revenue 97% 34% 34% 34% 34% Levered FCF $46 $33 $37 $41 $47 $40 Implied Per Share Value $11.31 Discount Factor at 20.0% 0.93 0.80 0.66 0.55 0.46 Discounting Period 0.38 1.25 2.25 3.25 4.25 Implied Upside / (Downside) 24.6% PV of LFCF $43 $27 $24 $22 $22 IMPLIED PER SHARE VALUE IMPLIED TERMINAL MULTIPLE Discount Rate Discount Rate $11.31 18.0% 20.0% 22.0% $7.12 18.0% 20.0% 22.0% 3.5% 7.8x 6.9x 6.2x 3.5% $12.46 $11.13 $10.08 4.0% $12.71 $11.31 $10.22 4.0% 8.1x 7.1x 6.4x 4.5% 8.4x 7.4x 6.6x 4.5% $12.99 $11.51 $10.37 Source: Capital IQ, public filings, Rhino management projections received 12/16/2021 and 2/5/2022. Note: Assumes valuation date of 3/31/2022. Assumes mid-period convention. (1) Interest income earned on excess cash and investment securities. Assumes 0% interest on cash, net of fees and 4% on investment securities, as per Rhino management. ’25E and ’26E excess cash and securities estimated by adding levered free cash flow to prior year’s balances. Investment securities balance increases by $6mm in ’25E and ’26E based on Rhino management estimates. (2) ’22E – ’24E per Rhino management estimates.‘25E and ’26E capex estimates based on 3-year trailing average of % of revenue. ’25E and ’26E change in NWC estimates based on previous year % of change in revenue. Terminal year capex equal to D&A. Assumes terminal year change in NWC normalized to zero. (3) Net income estimated as NOPAT. 28 (4) Represents present value of estimated net tax savings. Discounted at 20.0% cost of equity as of 3/31/2022. Future exchange of residual private units not included. PGR PGR


Confidential Illustrative Discounted Cash Flow to Equity Analysis 0% Growth, 0% PGR (incl. TRA) VALUATION SUMMARY EQUITY DCF ($ in millions) ($ in millions) Calendar Year Ending December 31, Terminal Cost of Equity 20.0% 2022E 2023E 2024E 2025E 2026E Year ($ in millions) Q2 – Q4 2022E Revenue $109 $146 $146 $146 $146 $146 Terminal LFCF $26 % Growth ––––– Perpetuity Growth Rate– EBITDA (post-SBC) $27 $36 $36 $36 $36 $36 % Margin 24% 24% 24% 24% 24% 24% Terminal Value $143 Less: D&A (3) (5) (4) (4) (4) (4) EBIT $24 $30 $32 $32 $32 $32 Implied Terminal P/ E Multiple 5.5x Plus: Interest Income 1 1 2 2 2 2 EBT $25 $32 $34 $34 $34 $34 PV of Levered Cash Flows $122 Less: Taxes (6) (7) (8) (8) (8) (8) Tax Rate 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% (+) PV of Terminal Value 60 NOPAT $19 $24 $26 $26 $26 $26 Plus: D&A 3 5 4 4 4 4 (+) PV of Net Tax Savings (1) Less: Capex (3) (3) (1) (3) (3) (4) Implied Equity Value $182 % of Revenue (3%) (2%) (0%) (2%) (2%) (2%) Less: Change in NWC 26 7 4 6 6– (/ ) FDSO 22.8 % of Change in Revenue NM NM NM NM NM Levered FCF $44 $33 $33 $32 $33 $26 Implied Per Share Value $7.98 Discount Factor at 20.0% 0.93 0.80 0.66 0.55 0.46 Discounting Period 0.38 1.25 2.25 3.25 4.25 Implied Upside / (Downside) (12.1%) PV of LFCF $41 $26 $22 $18 $15 IMPLIED PER SHARE VALUE IMPLIED TERMINAL MULTIPLE Discount Rate Discount Rate $7.98 18.0% 20.0% 22.0% $5.48 18.0% 20.0% 22.0% 0.0% $8.66 $7.98 $7.43 0.0% 6.0x 5.5x 5.0x Source: Capital IQ, public filings, Rhino management projections received 12/16/2021 and 2/5/2022. Note: Assumes valuation date of 3/31/2022. Assumes mid-period convention. Revenue and EBITDA held constant as 2021A. (1) Estimated as 75% of 2021A revenue and EBITDA. (2) Interest Income, D&A, capex, and NWC equal to the management case, 4% PGR. Terminal year capex equal to D&A. Assumes terminal year change in NWC normalized to zero. (3) Net income estimated as NOPAT. 29 (4) Represents present value of estimated net tax savings. Discounted at 20.0% cost of equity as of 3/31/2022. Future exchange of residual private units not included. PGR PGR


Confidential Rhino Cost of Equity Analysis Unlevered Beta Calculation Levered Current Debt Unlevered (1) Company Tax Rate Beta Debt M kt. Cap / Equity Beta Rhino Unlevered Monthly Beta - Last 5Y (3/ 29/ 2017) 23.5% 2.28 - 136 ⁽²⁾– 2.28 Rhino Unlevered Monthly Beta since Bill Manning Exchange (5/ 11/ 2020) 1.34 Rhino Unlevered Monthly Beta from 12/ 27/ 2016 (5Y) until Bill Manning Exchange (5/ 11/ 2020) 2.69 Rhino Unlevered Monthly Beta since IPO (11/ 18/ 2011) 1.96 Asset M anagement (For Reference Only) Janus Henderson Group plc 23.3% 1.304 310 6,285 4.9% 1.256 Artisan Partners Asset Management Inc. 17.4% 1.541 200 3,357 6.0% 1.469 Federated Hermes, Inc. 26.2% 1.055 223 3 ,347 6.7% 1.006 WisdomTree Investments, Inc. 25.8% 1.476 319 851 37.5% 1.155 CI Financial Corp. 26.2% 1.169 3 ,018 3 ,270 92.3% 0.695 Cohen & Steers, Inc. 21.9% 1.199 - 4,376 1.199 – Wealth M anagement (For Reference Only) Blucora, Inc. 23.1% 1.386 553 1,009 54.8% 0.975 Silvercrest Asset Management Group Inc. 24.8% 0.812 1 323 0.2% 0.811 Stifel Financial Corp. 25.7% 1.221 1 ,113 8,188 13.6% 1.109 Focus Financial Partners Inc. 30.5% 1.174 2 ,407 3,996 60.2% 0.827 LPL Financial Holdings Inc. 26.2% 1.020 2 ,945 15,156 19.4% 0.892 Raymond James Financial, Inc. 23.9% 1.061 2,893 2 4,327 11.9% 0.973 Peer Group Average 1.201 25.6% 1.031 Peer Group M edian 1.186 12.7% 0.990 Source: Bloomberg, Capital IQ. Market data as of 3/29/22. (1) Historical monthly beta since 3/29/17, unless otherwise noted. 30 (2) Calculated based on Rhino 30D trading day VWAP implied market cap of $192mm less $56mm of excess cash.


Confidential Rhino Cost of Equity Analysis (cont’d) Cost of Equity Calculation Levered Beta Calculation (1) (5) 2.68% 1.750 Risk Free Rate Unlevered Beta (2) 6.22% Debt / Equity Equity Risk Premium– Levered Beta 1.750 Levered Beta 1.750 Beta-Adj. Premium 10.89% (3) 6.34% Size Premium Country Risk Premium 0.00% (4) 19.91% Cost of Equity Cost of Equity Sensitivity Cost of Equity Sensitivity Unlevered Debt / Equity Rhino M arket Cap / Implied Size Premium Beta - 6.4% 12.7% Unlevered 11 - 128 128 - 190 190 - 252 1.500 18.35% 18.80% 19.26% Beta 11.17% 6.34% 4.54% 1.625 19.13% 19.62% 20.11% 1.500 23.18% 18.35% 16.55% 1.750 19.91% 20.44% 20.97% 1.625 23.96% 19.13% 17.33% 1.875 20.68% 21.25% 21.82% 1.750 24.74% 19.91% 18.11% 2.000 21.46% 22.07% 22.67% 1.875 25.51% 20.68% 18.88% 2.250 23.02% 23.70% 24.38% 2.000 26.29% 21.46% 19.66% 2.250 27.85% 23.02% 21.22% Source: Capital IQ, US Treasury website. Market data as of 3/29/2022. (1) 20-year US Treasury per Treasury website as of 3/29/2022. (2) Historical supply-side equity risk premium (historical equity risk premium minus price-to-earnings ratio calculated using three-year average). th (3) CRSP 10y decile size premium, calculated based on Rhino 30D trading day VWAP implied market cap of $192mm less $56mm of excess cash. (4) Calculated as risk free rate + beta-adjusted equity risk premium + size premium. 31 (5) Based on Rhino historical unlevered beta ranges.


Confidential Rhino Cost of Equity Attribution Analysis For Reference Only 3/29/2022 versus 12/31/2021 Prior Updated for Current Factors Only Risk Free Rate Only Equity Risk Only Size Premium All (12/ 31/ 2021) (3/ 29/ 2022) Premium (3/ 29/ 2022) (3/ 29/ 2022) (3/ 29/ 2022) 1.92% 2.68% 1.92% 1.92% 2.68% Risk Free Rate⁽¹⁾ 6.00% 6.00% 6.22% 6.00% 6.22% Equity Risk Premium⁽²⁾ Levered Beta 1.750 1.750 1.750 1.750 1.750 Beta-Adj. Premium 10.50% 10.50% 10.89% 10.50% 10.89% 4.65% 4.65% 4.65% 6.34% 6.34% Size Premium⁽³⁾ Country Risk Premium 0.00% 0.00% 0.00% 0.00% 0.00% (4) Cost of Equity 17.07% 17.83% 17.46% 18.76% 19.91% Cost of Equity Range 15% - 19% 18% - 22% Source: Capital IQ, US Treasury website. Market data as of 3/29/2022. (1) 20-year US Treasury per Treasury website. (2) Historical supply-side equity risk premium (historical equity risk premium minus price-to-earnings ratio calculated using three-year average). (3) CRSP decile size premium, calculated based on Rhino market cap less of excess cash. 32 (4) Calculated as risk free rate + beta-adjusted equity risk premium + size premium.


Confidential Present Value of Net Tax Savings Tax Savings Associated with LLC Units Exchange Stub factor of 0.75 applied to 2022E cash savings and TRA payments ($ in millions) 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 Pretax Income $30.76 $31.34 $36.75 $45.22 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 Deductions: Temp items (2021 Exchange) (0.44) (0.45) (0.46) (0.47) (0.48) (0.49) (0.49) (0.49) (0.51) (0.53) (0.55) (0.58) (0.62) Temp items (2014 Exchange) (0.24) (0.25) (0.26) (0.27) (0.28) (0.29) (0.29) (0.24) (0.05) (0.01) (0.00) (0.00) (0.00) A Temp items (2011 Exchange) (10.24) (10.39) (11.05) (12.26) (10.89) (2.18) (0.43) (0.09) (0.02) (0.00) (0.00) (0.00) (0.00) Taxable Income: 19.83 20.25 24.98 32.23 38.75 47.44 49.19 49.58 49.83 49.85 49.84 49.82 49.78 B * Tax Rate 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% Taxes Payable (Cash) $4.66 $4.76 $5.87 $7.57 $9.11 $11.15 $11.56 $11.65 $11.71 $11.72 $11.71 $11.71 $11.70 A B Cash Savings (taxes) 1.93 2.60 2.76 3.05 2.74 0.69 0.28 0.19 0.13 0.13 0.13 0.14 0.15 (1) Cash Paid (tra payments) (3.20) (2.18) (2.21) (2.35) (2.60) (2.33) (0.59) (0.24) (0.16) (0.11) (0.11) (0.11) (0.12) Stub Period 0.75 1.00 2.00 3.00 4.00 5.00 6.00 7.00 8.00 9.00 10.00 11.00 12.00 Discount Period 0.38 1.25 2.25 3.25 4.25 5.25 6.25 7.25 8.25 9.25 10.25 11.25 12.25 Discount Factor 0.93 0.80 0.66 0.55 0.46 0.38 0.32 0.27 0.22 0.19 0.15 0.13 0.11 Present Value Cash Savings (taxes) $1.80 $2.07 $1.83 $1.69 $1.26 $0.27 $0.09 $0.05 $0.03 $0.02 $0.02 $0.02 $0.02 Cash Paid (tra payments) (2.99) (1.74) (1.47) (1.30) (1.20) (0.89) (0.19) (0.06) (0.04) (0.02) (0.02) (0.01) (0.01) 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 Pretax Income $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 $50.40 Deductions: Temp items (2021 Exchange) (0.69) (0.49) (0.10) (0.02) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) Temp items (2014 Exchange) (0.00) (0.00) (0.00) (0.00) (0.00) A–––––––– Temp items (2011 Exchange) (0.00) (0.00) (0.00) –––––––––– Taxable Income: 49.70 49.90 50.30 50.38 50.39 50.40 50.40 50.40 50.40 50.40 50.40 50.40 50.40 B * Tax Rate 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% 23.5% Taxes Payable (Cash) $11.68 $11.73 $11.82 $11.84 $11.84 $11.84 $11.84 $11.84 $11.84 $11.84 $11.84 $11.84 $11.84 A B Cash Savings (taxes) 0.16 0.12 0.02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (1) Cash Paid (tra payments) (0.12) (0.14) (0.10) (0.02) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) Stub Period 13.00 14.00 15.00 16.00 17.00 18.00 19.00 20.00 21.00 22.00 23.00 24.00 25.00 Discount Period 13.25 14.25 15.25 16.25 17.25 18.25 19.25 20.25 21.25 22.25 23.25 24.25 25.25 Discount Factor 0.09 0.07 0.06 0.05 0.04 0.04 0.03 0.02 0.02 0.02 0.01 0.01 0.01 Present Value Cash Savings (taxes) $0.01 $0.01 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Cash Paid (tra payments) (0.01) (0.01) (0.01) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) NPV: ($0.77) Source: Management projections received 2/1/2022. Note: Adjusted to represent transaction date of 3/31/2022. Discounted at 20.0% cost of equity. Future exchange of residual private units not included. 33 (1) Represents 85% of prior year cash savings.


Confidential Disclaimer Disclaimer These materials were prepared by PJT Partners LP (“PJT Partners”, “we” or “us”) solely for the information and assistance of the Board of Directors (the “Board”) of Rhino (the “Company”) in order to assist the Board in connection with its consideration of the matters referred to herein. These materials are incomplete without reference to, and should be viewed solely in conjunction with, any oral information provided by PJT Partners in connection with these materials. These materials and any oral information provided by PJT Partners in connection with these materials (collectively, the “Confidential Information”), as well as any information derived from the Confidential Information, may not be communicated, reproduced, disclosed (in whole or in part) to, or relied upon by, any other person, referred to, or used for any purpose, other than with PJT Partners’ prior written consent. The Confidential Information is based on information publicly available, provided by or on behalf of the Company or obtained from other sources. We assume no responsibility for independent verification of any such information, and we have assumed and relied upon the accuracy and completeness of such information for purposes of preparing the Confidential Information. Neither we nor any of our affiliates or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the Confidential Information, or any data it generates and expressly disclaim any and all liability in relation to any such Confidential Information. The Confidential Information is based on financial, economic, market and other conditions prevailing as of the date of such Confidential Information and is subject to change. We undertake no obligation or responsibility to update or revise any of the Confidential Information. 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Exhibit (d)(xii)

Exhibit (d)(xii)

Execution Version

LIMITED GUARANTEE

THIS LIMITED GUARANTEE (this “Guarantee”), dated as of March 31, 2022 is made by East Asset Management, LLC, a Delaware limited liability company (the “Guarantor”), in favor of Manning & Napier, Inc., a Delaware corporation (the “Guaranteed Party”).

1.    Guarantee.

(a)    In connection with the execution and delivery, as of the date hereof, of the Agreement and Plan of Merger (as the same may be amended, restated, supplemented and/or otherwise modified from time to time, the “Merger Agreement”), by and among Callodine MidCo, Inc., a Delaware corporation (“Parent”), Callodine Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Corp Merger Sub”), Callodine Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Corp Merger Sub (together with Corp Merger Sub, the “Merger Subs”), the Guaranteed Party and Manning & Napier Group, LLC, a Delaware limited liability company and a direct subsidiary of the Guaranteed Party, and as an inducement of the Guaranteed Party to enter into the Merger Agreement, the Guarantor hereby unconditionally and irrevocably guarantees to the Guaranteed Party the due and punctual payment and discharge (directly or indirectly) to the Guaranteed Party of (i) the Parent Termination Fee, if and when payable under Section 7.3(d) of the Merger Agreement, (ii) any reimbursement obligations to the extent due pursuant to Section 5.13(f) and Section 7.3(e) of the Merger Agreement (the “Reimbursement Costs”) and (iii) all amounts payable as damages as a result of breach by Parent or a Merger Sub of the Merger Agreement, subject to the limitations set forth in the Merger Agreement (the “Damages Obligation” and together with the Parent Termination Fee and the Reimbursement Costs, the “Obligations”); provided that the maximum aggregate liability of the Guarantor hereunder shall not exceed an amount equal to the sum of Fifteen Million Seventy Thousand Dollars ($15,070,000) plus any Reimbursement Costs (such aggregate amount being referred to herein as the “Maximum Aggregate Amount”).

(b)    Notwithstanding anything herein to the contrary, the Guaranteed Party hereby agrees and acknowledges that (i) this Guarantee may not be enforced without giving full and absolute effect to the provisions of this Guarantee limiting the Guarantor’s liability in respect of the Obligations to the Maximum Aggregate Amount and (ii) the Guaranteed Party will not, directly or indirectly, seek to enforce this Guarantee in violation thereof. This Guarantee is a guarantee of payment and not of collection or performance and may be enforced for the payment of money only. The Guaranteed Party shall not be required to proceed against Parent or any Merger Sub or any other Person before proceeding against the Guarantor hereunder. The Guarantor shall make prompt payment (in any event, no later than such period provided in Section 7.3(d) of the Merger Agreement in respect of the

 


Parent Termination Fee) to the Guaranteed Party of the amount of the Obligations, if and when such amount is due under the terms of the Merger Agreement and this Guarantee.

(c)    Capitalized terms used herein without definition have the meanings given to them in the Merger Agreement.

2.    Changes in Obligations; Certain Waivers. The Guarantor agrees that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of the Obligations and may also enter into any agreement with Parent for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms of the Merger Agreement or of any other agreement among or between the Guaranteed Party, on the one hand, and Parent and/or Merger Sub, on the other hand, without in any way impairing or affecting the Guarantor’s obligations under this Guarantee or the validity or enforceability of this Guarantee; provided that no such action shall serve to increase the Maximum Aggregate Amount. The Guarantor agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (a) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent or any other Person now or hereafter liable with respect to the Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (b) any change in the time, place or manner of payment of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any other agreement evidencing, securing or otherwise executed in connection with the Obligations; (c) the addition, substitution or release of any entity or other Person now or hereafter liable with respect to the Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (d) any change in the corporate existence, structure or ownership of Parent, the Merger Subs or any other Person now or hereafter liable with respect to the Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (e) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or the Guaranteed Party or any of their respective Affiliates, whether in connection with the Obligations or otherwise, (f) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, the Merger Subs or any other Person now or hereafter liable with respect to the Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (g) the adequacy of any other means the Guaranteed Party may have of obtaining payment of the Obligations; (h) the right by statute or otherwise to require the Guaranteed Party to first exhaust any rights and remedies which the Guaranteed Party has or may have against Parent, Merger Sub or any of their respective Affiliates prior to seeking to enforce the Obligations hereunder; (i) the value, genuineness, validity, illegality or enforceability of the Merger Agreement; or (j) any change in applicable Law relating to suretyship and the enforcement of guarantees (including of the Obligations). To the fullest extent permitted by applicable law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any applicable Law that would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest (but specifically excluding notices to be provided to Parent in accordance with the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar Law now or hereafter in effect, any right

 

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to require the marshalling of the assets of Parent or any other Person now or hereafter liable with respect to the Obligations or otherwise interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than the defenses to the payment of the Obligations that are available to Parent under the Merger Agreement and the defenses of full payment or performance of this Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits.

The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its controlled Affiliates and direct its non-controlled Affiliates not to institute, any Action or bring any other claim arising under, or in connection with, the Equity Commitment Letters or the Merger Agreement or the transactions contemplated thereby against the Guarantor or any Guarantor Affiliate (as defined below), except for the Retained Claims (as defined in the Equity Commitment Letter and subject to the limitations therein). The Guarantor hereby covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any Action asserting that this Guarantee is illegal, invalid or unenforceable in accordance with its terms.

The Guarantor hereby unconditionally waives, and shall not exercise, any rights that it may now have or hereafter acquire against Parent or the Merger Subs that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Guarantee, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, in each case unless and until all amounts payable by the Guarantor under this Guarantee shall have been indefeasibly paid in full in immediately available funds.

3.    No Waiver. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to a party hereto shall be cumulative and not exclusive of any other, and may be exercised by the party at any time or from time to time.

4.    Representations and Warranties. The Guarantor hereby represents and warrants that:

(a)    it is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite power and authority to execute, deliver and perform this Guarantee, the execution, delivery and performance of this Guarantee have been duly authorized by all necessary action and do not contravene any provision of the Guarantor’s organizational documents, including any

 

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certificate of incorporation, limited liability agreement, partnership agreement, operating agreement, shareholder agreement or other similar document, or any applicable Law or contractual restriction binding on the Guarantor or its assets, and this Guarantee has been duly executed and delivered by the Guarantor; and the Person executing and delivering this Guarantee on behalf of the Guarantor is duly authorized to do so;

(b)    this Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity;

(c)    all consents, approvals, authorizations, permits of, filings with and notifications to, any Person necessary for the due execution, delivery and performance of this Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Guarantee; and

(d)    the Guarantor has the financial capacity (taking into account all of its outstanding commitments and obligations) to pay the Maximum Aggregate Amount under this Guarantee, and all funds necessary for the Guarantor to fulfill its payment of the Maximum Aggregate Amount under this Guarantee shall be available to the Guarantor for so long as this Guarantee shall remain in effect in accordance with Section 7.

5.    Assignment. Neither the Guarantor nor the Guaranteed Party may assign or delegate its respective rights, interests or obligations hereunder to any other Person (except by operation of law) without the prior written consent of the other party. Any attempted assignment in violation of this section shall be null and void.

6.    Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Guarantee shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) the day following the day (except if not a Business Day then the next Business Day) when transmitted via email (based on the time and date of the location of the sender, provided no “bounceback” or notice of non-delivery is received by the sender), (c) the day following the day (except if not a Business Day then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid. Notices, demands and communications to the parties shall be sent to the applicable address set forth below, unless another address has been previously specified in writing by such party:

Notices to the Guarantor:

East Asset Management, LLC

[***]

 

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with copies (which shall not constitute notice) to:

Callodine MidCo, Inc.

c/o Callodine Group, LLC

Two International Place

Suite 1830

Boston, MA 02110

Notices to the Guaranteed Party:

Manning & Napier, Inc.

290 Woodcliff Drive

Fairport, New York 14450

Attention: Marc O. Mayer, Chief Executive Officer

Sarah C. Turner, General Counsel & Corporate Secretary

Email: mmayer@Manning-Napier.com; sturner@Manning-Napier.com

with a copy (which will not constitute notice) to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: Dennis J. Friedman; Andrew Kaplan

E-mail: dfriedman@gibsondunn.com; akaplan@gibsondunn.com

7.    Continuing Guarantee. Unless validly terminated pursuant to this Section 7, this Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and permitted assigns until the Obligations have been fully and indefeasibly paid, observed, performed or satisfied in full (subject to the Maximum Aggregate Amount), at which time this Guarantee shall immediately and automatically terminate and the Guarantor shall have no further obligations under this Guarantee. Notwithstanding the foregoing, this Guarantee shall terminate and the Guarantor shall have no further obligations under this Guarantee as of the earliest to occur of (a) the consummation of the Closing in accordance with the terms of the Merger Agreement, and (b) the date that is six (6) months following the valid termination of the Merger Agreement in accordance with its terms, unless prior to such date (i) the Guaranteed Party shall have delivered a written notice to the Guarantor with respect to non-payment of any of the Obligations or (ii) the Guaranteed Party shall have commenced a legal proceeding against any Guarantor alleging any of the Obligations is due and owing from the Guarantor pursuant to Section 1, in which case, this Guarantee shall terminate only upon the earlier to occur of (x) the payment of the Maximum Aggregate Amount to the Guaranteed Party (less any amounts already paid to the Guaranteed Party in respect of the Obligations) and (y) the final, non-appealable resolution of such action and satisfaction by the Guarantor of any obligations finally determined or agreed by the Guaranteed Party to be owed by the Guarantor, consistent with the terms hereof. Notwithstanding the foregoing, in the event that the Guaranteed Party asserts in any legal proceeding or other Action that the provisions of Section 1 hereof limiting the Guarantor’s liability to the Maximum Aggregate Amount or that the provisions of this Section 7 or Section 8 are illegal, invalid or unenforceable

 

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in whole or in part, or asserting any theory of liability against the Guarantor or any Guarantor Affiliate with respect to the transactions contemplated by the Merger Agreement, other than any Retained Claim, then (A) the obligations of the Guarantor under this Guarantee shall terminate ab initio and be null and void and (B) neither the Guarantor nor any Guarantor Affiliate shall have any liability to the Guaranteed Party or its Affiliates under this Guarantee.

8.    No Recourse. The Guaranteed Party acknowledges the separate corporate existence of Parent and that, as of the date hereof, Parent’s sole assets (if any) are a de minimis amount of cash and its rights under the Merger Agreement and the Equity Commitment Letters, and that no additional funds are expected to be contributed to the Parent unless and until the Closing occurs. Notwithstanding anything that may be expressed or implied in this Guarantee or any document or instrument delivered contemporaneously herewith or in connection with the Merger Agreement or the transactions contemplated thereby, by its acceptance of the benefits of this Guarantee, the Guaranteed Party acknowledges and agrees that it will not seek, has no rights of recovery against, and no personal liability shall attach to, any former, current or future director, officer, employee, direct or indirect equityholder, controlling person, general or limited partner, manager, member, stockholder, Affiliate, successor or assign of the Guarantor or any former, current or future director, officer, employee, direct or indirect equityholder, controlling person, general or limited partner, manager, member, stockholder, Affiliate, successor or assign of any of the foregoing (collectively, but not including Parent or the Guarantor, each a “Guarantor Affiliate,” and collectively, the “Guarantor Affiliates”), through Parent, the Guarantor or otherwise, in each case under this Guarantee, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent against any Guarantor Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable Law, or otherwise, except for Retained Claims. Notwithstanding anything to the contrary herein, with the exception of Retained Claims, recourse against the Guarantor under this Guarantee shall be the sole and exclusive remedy of the Guaranteed Party and its Affiliates against the Guarantor and the sole and exclusive monetary remedy against Parent and the Merger Subs in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, this Guarantee or the transactions contemplated thereby or hereby. Nothing set forth in this Guarantee shall affect or be construed to affect any liability of Parent or the Merger Subs to the Guaranteed Party under the Merger Agreement or shall confer or give or shall be construed to confer or give to any Person other than the Guaranteed Party (including any Person acting in a representative capacity) any rights or remedies against any Person other than the Guarantor as expressly set forth herein. This Section 8 and Sections 6, 9, 10 and 11 shall survive the termination of this Guarantee.

9.    Governing Law. THIS GUARANTEE AND ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTEE (WHETHER IN TORT, CONTRACT OR OTHERWISE) SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

10.    Jurisdiction. Subject to Section 11, each of the parties (a) irrevocably submits exclusively to the jurisdiction of the Chancery Courts of the State of Delaware (the “Chancery

 

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Court”) or, if the Chancery Court declines jurisdiction, any other Delaware state court, and the federal courts of the United States of America, in each case, located in New Castle County in the State of Delaware (collectively, “Chosen Courts”) in the event any dispute (whether in tort, contract or otherwise) arises out of this Guarantee or any of the transactions contemplated hereby, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any Action by or before any Governmental Entity relating to this Guarantee or any of the transactions contemplated hereby in any court other than the Chosen Courts, and (d) waives any objection that it may now or hereafter have to the venue of any such Action in the Chosen Courts or that such Action was brought in an inconvenient court and agrees not to plead or claim the same. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6 shall be effective service of process for any Action in connection with this Guarantee or the transactions contemplated hereby.

11.    Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER IN TORT, CONTRACT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTEE, OR THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTEE. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (d) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.

12.    Counterparts; Electronic Execution. This Guarantee may be executed in counterparts, all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Guarantee by electronic transmission (e.g., a “PDF”) shall be equally as effective as delivery of an original executed counterpart of this Guarantee.

13.    Headings. Section headings in this Guarantee are for convenience of reference only and shall not govern the interpretation of any provision of this Guarantee.

14.    Amendments and Waivers. No amendment, modification, termination or waiver of any provision of this Guarantee, and no consent to departure by the Guarantor therefrom, shall in any event be effective without the express written consent of the Guaranteed Party and, in the case of any amendment or modification, the Guarantor. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

 

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15.    Severability. Any term or provision of this Guarantee that is invalid or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such invalidity or unenforceability without invalidating the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[SIGNATURE PAGES FOLLOW]

 

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IN WITNESS WHEREOF, the parties have executed this Limited Guarantee as of the date first written above.

 

THE GUARANTOR:
EAST ASSET MANAGEMENT, LLC
By:  

/s/ Adam Gusky

    Name: Adam Gusky
    Title: Chief Executive Officer

[SIGNATURE PAGE – LIMITED GUARANTEE]

 


IN WITNESS WHEREOF, the parties have executed this Limited Guarantee as of the date first written above.

 

GUARANTEED PARTY:
MANNING & NAPIER, INC.
By:  

/s/ Sarah Turner

  Name: Sarah Turner
  Title: Corporate Secretary

[SIGNATURE PAGE – LIMITED GUARANTEE]

 

Exhibit (d)(xiii)

Exhibit (d)(xiii)

Execution Version

EAST ASSET MANAGEMENT, LLC

[***]

March 31, 2022

Callodine MidCo, Inc.

c/o Callodine Group, LLC

Two International Place

Suite 1830

Boston, MA 02110

Ladies and Gentlemen:

This letter agreement sets forth the commitment of East Asset Management, LLC (“Investor”) to contribute, or cause the contribution of, that certain amount of equity financing to Callodine MidCo, Inc., a Delaware corporation (“Parent”), on the terms and subject to the conditions set forth herein. It is contemplated that, pursuant to that certain Agreement and Plan of Merger (as amended, restated, supplemented and/or otherwise modified from time to time, the “Merger Agreement”), dated as of March 31, 2022, by and among Parent, a Delaware corporation, Callodine Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Corp Merger Sub”), Callodine Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Corp Merger Sub (“LLC Merger Sub,” and together with Corp Merger Sub, the “Merger Subs”), Manning & Napier, Inc., a Delaware corporation (the “Company”), and Callodine Merger Sub, LLC, a Delaware limited liability company and a direct subsidiary of the Company (“Group LLC”), (a) Corp Merger Sub shall be merged with and into the Company with the Company surviving such merger, and (b) LLC Merger Sub shall be merged with and into Group LLC with Group LLC surviving such merger, in each case on the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.

1.    Equity Commitment. Investor hereby commits, subject to the terms and conditions set forth herein, that, at or prior to the Closing, Investor shall contribute, or cause the contribution of, cash to Parent in an aggregate amount of up to $148,997,560 (the “Equity Commitment”), which amount shall solely be used by Parent for the purpose of allowing Parent to fund, to the extent necessary, the amounts payable by Parent at the Closing pursuant to, and in accordance with, the Merger Agreement, on the terms and subject to the conditions of the Merger Agreement, and related fees and expenses. Investor and/or its permitted successors and assignees will not have any obligation under any circumstances to contribute to, purchase equity or debt securities of, or otherwise provide funds to, Parent in any amount in excess of the Equity Commitment. Investor may effect the contribution of cash to Parent directly or indirectly through one or more affiliated entities, and any such amounts received by Parent shall be deemed to fulfill Investor’s obligation to fund the Equity Commitment; provided, that no such action shall modify Investor’s obligation with respect to the Equity Commitment or otherwise affect the obligations of

 


Investor under this letter agreement. For the avoidance of doubt, the Equity Commitment is payable only at the Closing upon satisfaction of the conditions set forth in Section 2 hereof and only for the uses described above, and the Equity Commitment shall not be payable at any other time, under any other circumstance or for any other purpose.

2.    Conditions. The obligation of Investor to fund or cause the funding of the Equity Commitment shall be subject to (a) the satisfaction in full, or waiver by Parent, of each of the conditions to Parent’s obligations to consummate the transactions as set forth in Sections 6.1 and 6.3 of the Merger Agreement (other than those conditions that (i) by their terms are to be satisfied at Closing, which terms would be capable of being satisfied at the Closing or (ii) are not satisfied solely as a result of a breach by Parent) and (b) the substantially concurrent consummation of the Closing; provided, that if the Company seeks specific performance to effect the Closing in accordance with Section 8.10 of the Merger Agreement and Parent is ordered by a court of competent jurisdiction (in a final, non-appealable adjudication) to specifically perform its obligations to effect the Closing, such conditions shall be deemed satisfied.

3.    Enforceability.

(a)    Except as expressly set forth in this Section 3 and in Section 4 and Section 5 hereof, no provision of this letter agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person, other than the parties hereto and their respective successors and permitted assigns; provided, that the Company shall be an express third party beneficiary hereof and shall have the enforcement and consent rights provided in this Agreement, including those consent rights in Section 4 and Section 5 and for the purpose of specifically enforcing Parent’s right to cause the Equity Commitment to be funded hereunder. Notwithstanding anything to the contrary in this letter agreement, if the Company is entitled to specific performance in accordance with Section 8.10 of the Merger Agreement to cause the Equity Commitment to be funded, the Company may enforce Parent’s obligation herein to cause the Equity Commitment to be funded without the direction of Investor. Investor agrees not to oppose the granting of any injunction, specific performance or other equitable relief on the basis that the Parent or the Company has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.

(b)    Notwithstanding anything that may be expressed or implied in this letter agreement or any document or instrument delivered in connection herewith or otherwise, Parent, by its acceptance of the benefits hereof, covenants, agrees and acknowledges for itself and its Subsidiaries (and any Person claiming on its or their behalf) from time to time (including without limitation after the Closing, the Company and its Subsidiaries) that, notwithstanding Investor may be a limited liability company, no Person (other than Investor and its permitted assigns) shall have any obligation hereunder or in connection with the transactions contemplated hereby, and that no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, shall be had against, and no personal liability with respect thereto shall attach to any Guarantor Affiliate (as defined in the Limited Guarantee (as defined below)), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of the Company against any Guarantor Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or

 

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applicable law, or otherwise; provided, that the foregoing shall not limit in any respect any Retained Claims.

4.    No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified, and no provision herein may be waived, without the prior written consent of the Company, Parent and Investor. Parent hereby acknowledges and agrees that it shall not agree to amend or otherwise modify the Merger Agreement in a manner which is adverse to Investor without the prior written consent of Investor. Together with the Merger Agreement and the Limited Guarantee, this letter agreement constitutes the sole agreement with respect to the subject matter hereof, and supersedes all prior agreements, understandings and statements, written or oral, between Investor or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other, with respect to the transactions contemplated hereby. Except as expressly permitted in Section 1 and Section 5 hereof, no transfer of any rights or obligations hereunder, including by operation of law or otherwise, shall be permitted without the prior written consent of the Company, Parent and Investor. Any transfer in violation of the preceding sentence shall be null and void.

5.    Assignment. This letter agreement and the rights and obligations herein may not be assigned or delegated by any party hereto, in whole or in part, without the prior written consent of the other party and of the Company, and the granting of such consent in any given instance shall be solely in the discretion of such other party and of the Company and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment or delegation.

6.    Governing Law; Submission to Jurisdiction.

(a)    THIS LETTER AGREEMENT AND ANY DISPUTES ARISING UNDER OR RELATING TO THIS LETTER AGREEMENT (WHETHER IN TORT, CONTRACT OR OTHERWISE) SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

(b)    Subject to Section 7, each of the parties (i) irrevocably submits exclusively to the jurisdiction of the Chancery Courts of the State of Delaware (the “Chancery Court”) or, if the Chancery Court declines jurisdiction, any other Delaware state court, and the federal courts of the United States of America, in each case, located in New Castle County in the State of Delaware (collectively, “Chosen Courts”) in the event any dispute (whether in tort, contract or otherwise) arises out of this letter agreement or any of the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any Action by or before any Governmental Entity relating to this letter agreement or any of the transactions contemplated hereby in any court other than the Chosen Courts, and (iv) waives any objection that it may now or hereafter have to the venue of any such Action in the Chosen Courts or that such Action was brought in an inconvenient court, and agrees not to plead or claim the same. The parties agree that any process or notice of motion or other application to any Chosen Court may be served by certified mail, return receipt requested, or by personal service or in such other manner as may be permissible under the rules of the relevant court, provided that a reasonable time for appearance is allowed.

 

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7.    WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER IN TORT, CONTRACT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS LETTER AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (d) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.

8.    Counterparts. This letter agreement may be executed and delivered in any number of counterparts (including by electronic mail with attachment in pdf format), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

9.    No Third Party Beneficiaries. Except as expressly set forth in Section 3, Section 4 and Section 5 hereof (including the Company’s third-party beneficiary rights in such Sections), the parties hereto hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto and its successors and permitted assigns in accordance with and subject to the terms of this letter agreement, and that this letter agreement is not intended to, and does not, confer upon any Person other than the parties hereto and their respective successors and permitted assigns any rights or remedies hereunder or any rights to enforce the Equity Commitment or any provision of this letter agreement.

10.    Confidentiality. The existence and content of this letter agreement shall be treated as confidential and is being provided to Parent and the Company solely in connection with the transactions contemplated by the Merger Agreement. Except in connection with the enforcement of rights hereunder, this letter agreement may not be used, circulated, quoted or otherwise referred to in any document (other than the Merger Agreement), except with the written consent of Investor and Parent; provided, however, that Investor, Parent and the Company may disclose the existence of this letter agreement to the extent required by applicable Law as well as to each party’s respective officers, directors, employees, advisors, representatives, agents and financing sources; provided, further, that Investor, Parent and the Company may disclose the existence of this letter agreement to the extent necessary in connection with the enforcement of the rights of the parties hereto.

11.    Termination. This letter agreement (other than this Section 11 and Sections 6, 7 and 10 of this letter agreement) and the obligation of Investor to fund its Equity Commitment, will terminate automatically and immediately, without any further action by any party hereto, upon

 

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the earliest to occur of (a) the consummation of the Closing in accordance with the terms of the Merger Agreement, (b) the valid termination of the Merger Agreement in accordance with its terms (unless the Company shall have previously commenced an Action pursuant to this letter agreement, in which case this letter agreement shall only terminate under this clause (b) upon the final, non-appealable resolution of such Action and satisfaction by Investor of any obligation finally determined or agreed to be owed by Investor, consistent with the terms hereof), (c) the Company (or any Person claiming through or for the benefit of the Company) receiving payment of the full amount of the Parent Termination Fee plus any of the other Obligations due from Investor under the Limited Guarantee and (d) without limiting any of the Company’s rights against Parent under the Merger Agreement or any other Retained Claims, the commencement by the Company or any of its controlled affiliates of a lawsuit or other Action asserting any claim (whether in tort, contract or otherwise) under, or in respect of, the Merger Agreement, the Limited Guarantee, this letter agreement or the transactions contemplated hereby or thereby against Investor or any Guarantor Affiliate, other than any claim by the Company (i) under this letter agreement (including a claim seeking the right to cause Parent to specifically enforce Investor’s obligation to fund the Equity Commitment in accordance with the terms of this letter agreement), (ii) seeking to enforce any right or remedy available to it against Parent or the Merger Subs under the Merger Agreement in accordance with the terms and conditions thereof, (iii) seeking to enforce the Company’s right to receive the Parent Termination Fee from Parent when required to be paid pursuant to the Merger Agreement, (iv) seeking to enforce the Company’s rights or remedies against Investor under the Limited Guarantee or (iv) seeking to enforce its rights against Callodine Group, LLC under the Confidentiality Agreement (clauses (i) through (iv), collectively, the “Retained Claims”). Upon the valid termination of this letter agreement, Investor shall not have any obligations or liabilities hereunder.

12.    Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, Investor is executing and delivering to the Company a limited guarantee dated as of the date hereof (the “Limited Guarantee”) related to Parent’s payment obligations under Section 7.3(d) of the Merger Agreement.

13.    Representations and Warranties. Investor hereby represents and warrants to Parent that:

(a)    it has all necessary power and authority to execute, deliver and perform this letter agreement, and the execution, delivery and performance of this letter agreement have been duly and validly authorized by all necessary action and do not contravene, conflict with or result in any violation of any provision of Investor’s organizational documents or any law, regulation, rule, decree, order, judgment or contractual restriction applicable to or binding on Investor or its assets;

(b)    all consents, approvals, authorizations and permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter agreement by Investor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter agreement;

 

- 5 -


(c)    this letter agreement constitutes a legal, valid and binding obligation of Investor enforceable against Investor in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity; and

(d)     it has (and will have through and until and at the Closing), taking into account all of its outstanding commitments and obligations, the financial capacity and sufficient funds to pay and perform (or cause to be paid or performed) its obligations under this letter agreement, and all funds necessary for Investor to fulfill its obligation to fund its Equity Commitment under this letter agreement shall be available to Investor for so long as this letter agreement shall remain in effect in accordance with Section 11 hereof.

[Signature page follows]

 

- 6 -


Very truly yours,
EAST ASSET MANAGEMENT, LLC
By:  

/s/ Adam Gusky

    Name: Adam Gusky
    Title: Chief Investment Officer

[Signature Page to Equity Commitment Letter]

 


Agreed to and accepted as of the date first written above:

CALLODINE MIDCO, INC.

 

By:  

/s/ James Morrow

  Name: James Morrow
  Title: Chief Executive Officer

[Signature Page to Equity Commitment Letter]

 

Exhibit (d)(xiv)

Exhibit (d)(xiv)

Execution Version

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 31, 2022 (the “Execution Date”), by and between Callodine MidCo, Inc. (“MidCo,” together with its successors and assigns, the “Company”), and Marc Mayer (the “Executive”).

RECITALS

WHEREAS, Manning & Napier, Inc. (“Manning & Napier”) and the Executive previously entered into an Employment Agreement, effective as of January 30, 2019, and amended as of December 31, 2020 (the “Prior Agreement”);

WHEREAS, following consummation of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among Manning & Napier, MidCo, Callodine MN Holdings, Inc. (“TopCo”), and the other signatories thereto (the “Merger”), TopCo and MidCo desire that the Executive continue to be an employee of Manning & Napier upon the terms and conditions of this Agreement as of the Effective Date (defined below); and

WHEREAS, TopCo, MidCo and the Executive wish for this Agreement to replace and supersede the Prior Agreement as of the Effective Date, but for clarity, prior to the Effective Date, the Prior Agreement shall remain fully in force and effect between the parties hereto, subject only to the Executive’s waiver set forth in Section 1.1 hereof.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.

Employment.

 

  1.1.

Prior Good Reason Waiver. The Executive hereby waives any right to resign for “Good Reason” under the terms of the Prior Agreement as of the Execution Date hereof; provided, however, that in the event that the Merger does not close, then the foregoing waiver shall be null and void as of the termination of the Merger Agreement.

 

  1.2.

Effective Date. Except for the waiver in Section 1.1 above, this Agreement is contingent and will become effective only upon the closing of the Merger, and in the event that the Merger does not close, then this Agreement shall terminate as of the termination of the Merger Agreement, and the parties shall have no further obligations hereunder. Except for the waiver in Section 1.1 above, the effective date of this Agreement (“Effective Date”) shall be the date on which the Company Merger Effective Time (as defined in the Merger Agreement) occurs. On the Effective Date, MidCo and the Executive agree that this Agreement shall be automatically assigned to Manning & Napier and shall inure to the benefit of and shall be binding upon Manning & Napier. The Executive agrees to execute such documents as may be reasonably requested by MidCo to memorialize such assignment. As of the Effective Date, “Company” shall mean Manning & Napier, its successors and assigns.


  1.3.

Term. As of the Effective Date, the Company hereby agrees to employ the Executive, and the Executive hereby accepts employment by the Company, on the terms and conditions hereinafter set forth. The Executive’s term of employment by the Company under this Agreement (the “Term”) shall commence on the Effective Date and end on the date on which the term of employment is terminated in accordance with Section 5. The Executive’s employment with the Company shall be on an “at-will” basis.

 

  1.4.

Executive Representations.

 

  (a)

The Executive represents and warrants to the Company that he may enter into and fully perform all of his obligations under this Agreement and as an employee of the Company without breaching, violating, or conflicting with (i) any judgment, order, writ, decree, or injunction of any court, arbitrator, government agency, or other tribunal that applies to the Executive, or (ii) any agreement, contract, obligation, or understanding to which the Executive is a party or may be bound. Upon any breach or inaccuracy of the foregoing, the terms and benefits of this Agreement shall be null and void. The Executive shall indemnify and hold harmless the Company from and against any and all claims, liabilities, damages and reasonable costs of defense and investigation arising out of any breach or inaccuracy in any of the foregoing representations.

 

  (b)

The Executive hereby confirms that he is generally familiar with the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisors Act of 1940, all as amended, applicable state securities laws, the Employee Retirement Income Security Act of 1974 as amended (“ERISA”), and the rules and regulations thereunder, and with the Company’s Code of Business Conduct and Ethics. The Executive further acknowledges that compliance with applicable federal and state laws, rules and regulations — including, without limitation, applicable provisions of securities, antifraud, and ERISA statutes and/or regulations — is vital to the business of the Company. The Executive will at all times (i) conduct himself in accordance with, and will not violate, such laws, rules, regulations, and Code of Business Conduct and Ethics, (ii) not make any material statements to prospective or current customers of the Company without a reasonable factual basis therefor, and (iii) not omit to make any material statement to prospective or current customers necessary to avoid causing any other statements made by the Executive to be misleading. The Executive agrees that any material violation of this Section 1.4(b), among others, shall be Cause for termination under the terms of this Agreement.

 

2.

Position, Duties and Responsibilities.

 

  2.1.

Position and Duties. During the Term, the Company shall employ the Executive in the capacity of the Chief Executive Officer of the Company, subject to the reasonable and lawful control and direction of the Board of Directors of TopCo (the “Board”). The Executive will report only to the Board. The Executive shall also have such other duties, powers, and authority as are commensurate with his position as Chief Executive Officer, and such other duties and responsibilities that are commensurate with his position as are

 

2


  reasonably and specifically delegated to him from time to time by the Board within the scope of his employment as Chief Executive Officer of the Company.

 

  2.2.

Exclusive Services and Efforts. The Executive agrees to devote his efforts, energies, and skill to the discharge of the duties and responsibilities attributable to his position and, except as set forth herein, agrees to devote substantially all of his professional time and attention to the business and affairs of the Company. The Executive shall not own an interest in any outside business nor engage in expectation of compensation or profit in any other outside professional activities (including, but not limited to: investment research, advisory or banking services; the underwriting, offer or sale of securities; merchant banking or business consulting services), whether pre-existing to this Agreement or otherwise, without the prior written consent of the Company, except for ownership of less than five percent of the issued and outstanding securities of a publicly traded company, subject to the Company’s trading policies. Any and all licenses to conduct business shall be disclosed to the Company or an affiliate unless the prior written consent of the Company has been obtained to do otherwise. The Executive is expressly permitted to participate in community, charitable and not-for-profit organizations and boards of directors during the Term so long as such activities do not interfere with his duties hereunder. In addition, the Executive shall be permitted to manage his personal finances.

 

  2.3.

Compliance with Company Policies. The Executive shall be subject to the bylaws, policies, practices, procedures and rules of the Company, including those policies and procedures set forth in the Company’s Code of Business Conduct and Ethics. The Executive’s material violation of the terms of such documents shall be considered a breach of the terms of this Agreement.

 

  2.4.

Location of Employment. The Executive’s principal office, and principal place of employment, shall be at the Company’s offices in Fairport, New York; provided that at his discretion, the Executive shall be entitled to work remotely one day per week or more often as circumstances reasonably warrant with the understanding that the majority of his working time must be in the Company’s offices in Fairport, New York; and provided that the Executive may be required under business circumstances to travel outside of such location in connection with performing his duties under this Agreement.

 

3.

Compensation.

 

  3.1.

Base Salary. During the Term, the Company shall pay to Executive an annualized salary of $600,000 (the “Base Salary”), payable subject to standard federal and state payroll withholding requirements in accordance with the Company’s standard payroll practices, but not less frequently than monthly. The Base Salary will be reviewed annually by the Board and may be increased (but not decreased without the Executive’s consent) to reflect the Executive’s performance and responsibilities.

 

  3.2.

Annual Cash Bonuses. The Executive shall be eligible to earn a cash performance bonus for 2022 and later years during the Term (each, a “Bonus”). During the fourth quarter of each year during the Term, the Board and the Executive shall negotiate in good faith to determine an appropriate target bonus amount for the Bonus in respect of the following

 

3


  year. For 2022, the target bonus range shall be $3,000,000 to $3,500,000. For 2022 only, the Company shall accrue a portion of the Bonus as of the Effective Date (such portion, the “Accrued Bonus”) based on the following formula: the product of $3,250,000 (which is the median of the 2022 target bonus range) multiplied by a fraction, the numerator of which is the number of days since the start of the Company’s fiscal year until the Effective Date divided by 365. The remaining portion of the Bonus in respect of 2022 that shall be earned by the Executive for the portion of the Company’s fiscal year from and after the Effective Date through the end of the Company’s fiscal year in which the Effective Date occurs shall be referred to as the “Stub-Period Bonus.” The minimum amount of the Bonus in respect of 2022 that will be actually payable to Executive shall be the Accrued Bonus, and the Stub-Period Bonus shall be determined at the good faith discretion of the Board; provided, that such Bonus (i.e., the aggregate of the Accrued Bonus and the Stub-Period Bonus) shall not be prorated in 2022 based on the Effective Date (for the avoidance of doubt, this only applies to the cash performance bonus payable to the Executive from the Company in respect of the 2022 year). Each Bonus shall be subject to the satisfaction of the Performance Criteria and to the Executive’s continued employment with the Company through the applicable payment date. The Board will determine in its sole discretion the extent to which the Executive and the Company have achieved the Performance Criteria upon which the bonus is based and the amount of the Bonus. Any earned Bonus shall be paid in cash as soon as practicable in the calendar year immediately following the year to which it relates; provided, however, up to 40% of each Bonus may be deferred and paid in the form of a vested award under the Company’s Long-Term Incentive Plan, pursuant to the terms of the Company’s Deferred Incentive Compensation Program as in effect on the Effective Date, and/or one or more Company equity instruments. For purposes of this Agreement, “Performance Criteria” means Company and individual goals and objectives and key performance indicators established by the Board in its discretion for the applicable bonus year, after discussion and consultation with the Executive.

 

4.

Employee Benefits; Fringe Benefits and Perquisites.

 

  4.1.

Benefits. The Executive shall be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available from time to time to other employees of the Company, subject to the Executive’s satisfaction of all applicable eligibility conditions of such plans, programs, and arrangements. Nothing herein shall be construed to limit the Company’s ability to amend or terminate any employee benefit plan or program in its sole discretion.

 

  4.2.

Fringe Benefits; Perquisites. During the Term, the Executive shall be entitled to participate in all fringe benefits and perquisites made available to other employees of the Company, subject to the Executive’s satisfaction of all applicable eligibility conditions to receive such fringe benefits and perquisites.

 

  4.3.

Vacation. During the Term, the Executive shall be entitled to four weeks’ vacation annually or such other amount as may be set forth in the Company’s vacation policy as may be in effect from time to time during the Term. Vacation time must be used in the

 

4


  year in which it is earned and may not be carried over to the following year. Any accrued, unused vacation shall be forfeited on December 31 of each year.

 

  4.4.

Reimbursements.

 

  (a)

Business Expenses. Subject to such policies generally applicable to senior executives of the Company, as may from time to time be established by the Board, the Company shall pay or reimburse the Executive for all reasonable expenses (including travel expenses) actually incurred or paid by the Executive during the Term in the performance of the Executive’s services under this Agreement (“Expenses”), upon presentation of appropriate supporting documentation and otherwise in accordance with and subject to the expense reimbursement policy of the Company. For the avoidance of doubt, to the extent that any reimbursements payable to the Executive are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”): (a) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (c) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

 

  (b)

Travel Expenses. The Company shall pay or reimburse the Executive up to a gross amount of $20,000 per year for travel expenses to the Company’s offices in Rochester, New York (or Fairport, New York, as the case may be) that are actually incurred or paid by the Executive, upon presentation of appropriate supporting documentation and otherwise in accordance with and subject to the expense reimbursement policy of the Company.

 

  4.5.

Controlling Document. To the extent there is any inconsistency between the terms of this Agreement and the terms of any plan or program under which compensation or benefits are provided hereunder, this Agreement shall control. Otherwise, the Executive shall be subject to the terms, conditions and provisions of the Company’s plans and programs, as applicable.

 

5.

Termination.

 

  5.1.

Termination Upon Death. This Agreement shall terminate automatically upon the Executive’s death.

 

  5.2.

Removal from Position Upon Disability. If during the Term, the Executive incurs a Disability, then the Company, by written notice to the Executive, shall have the right to remove him from his position and any such termination shall not constitute a termination without Cause. For purposes of this Agreement, “Disability” shall have the same meaning given such term in the long-term disability plan or policy maintained by the Company.

 

  5.3.

Termination for Cause. The Company may at any time, by written notice to the Executive, terminate the Executive’s employment hereunder for Cause. For purposes hereof, the term “Cause” shall mean: (a) a material breach by the Executive of his fiduciary duties to the Company; (b) the Executive’s material breach of this Agreement or any other

 

5


  agreement between the Company or the Board and the Executive, which, if curable, remains uncured or continues after 30 days’ notice by the Company thereof; (c) the conviction of, or entry of a plea of guilty or nolo contendere to, (i) any crime constituting a felony in the jurisdiction in which committed, (ii) any crime involving moral turpitude (whether or not a felony), or (iii) any other criminal act involving embezzlement, misappropriation of money, or fraud (whether or not a felony); (d) reporting to work or working while using illegal drugs; or (e) the Executive’s material negligence or dereliction in the performance of, or failure to perform the Executive’s duties of employment with the Company, which remains uncured or continues after 30 days’ notice by the Company thereof; or (f) any willful conduct, action or behavior by the Executive that is materially damaging to the Company, whether to the business interests, finance or reputation. In addition, Executive’s employment shall be deemed to have terminated for Cause if, on the date that the Executive’s employment terminates, facts and circumstances exist that would have justified a termination for Cause, even if such facts and circumstances are discovered in good faith after such termination and communicated to the Executive within 9 months of his termination of employment.

 

  5.4.

Termination without Cause. The Company may terminate the Executive’s employment without Cause at any time.

 

  5.5.

Resignation with or without Good Reason.

 

  (a)

This Agreement and the Executive’s employment hereunder may be terminated by the Executive with Good Reason at any time as set forth in Section 5.5(b) below, and without Good Reason upon one hundred eighty (180) days advanced written notice from the Executive to the Company.

 

  (b)

For purposes of this Agreement, “Good Reason” means any of the following that has not been approved in writing in advance by the Executive: (i) a material diminution of the Executive’s titles including, but not limited to, the appointment of a co-Chief Executive Officer of the Company, the Executive becoming the chief executive officer of a division or subsidiary instead of the Chief Executive Officer of the Company, or the Executive no longer reporting directly to the Board; (ii) a material diminution of the Executive’s duties, responsibilities, authorities or reporting relationship or obligations such that the Executive is no longer serving as the sole most senior executive managing the day-to-day operations of the Company’s business (iii) the failure of the Board to nominate the Executive for election or reelection as a director of TopCo; (iv) a material reduction in the Executive’s Base Salary or target cash bonus (other than pursuant to the terms of this Agreement); (v) a relocation of the Executive’s principal place of employment by more than 50 miles from the Company’s offices in Fairport, New York (other than a relocation to New York, New York); (vi) the Executive is not the Chief Executive Officer of the Company; or (vii) a material breach by the Company of this Agreement or any other agreement between the Company or the Board and the Executive. Notwithstanding the foregoing, “Good Reason” for the Executive to resign shall not exist unless: (A) the Executive provides the Company with written notice of the existence of the condition giving rise to Good Reason specifying in reasonable detail the facts and

 

6


  circumstances claimed to provide a basis for termination of the Executive’s employment for Good Reason within 90 days after its initial occurrence; (B) the Company fails to remedy such condition within 30 days after its receipt of such written notice; and (C) the Executive resigns within 60 days after the cure period has lapsed. Any resignation or termination pursuant to the terms of this Section 5.5 shall not constitute a breach of this Agreement by either party. In addition to, and in no way limiting, the foregoing, “Good Reason” shall include the agreement of the Board that a resignation shall be treated as a resignation with Good Reason.

 

  5.6.

Return of Information and Data. Upon the termination of employment of the Executive’s employment with the Company (the “Termination Date”) or at the request of the Board at any time during the Term, the Executive (or his legal representative) will deliver to the Company all copies of investment strategy descriptions, screens, research procedures manuals, operations and/or marketing procedures manuals, statements of investment objectives, marketing brochures, and other materials of the Company or of any of its affiliates which may be in his possession. The Executive will not retain but will deliver to the Company any other documents, including copies, relating to the information, knowledge or data described above.

6. Compensation Upon Termination. Other provisions of this Agreement notwithstanding, upon the occurrence of an event described in Section 5, the parties shall have the following rights and obligations:

 

  6.1.

Death. If the Executive’s employment is terminated during the Term by reason of the Executive’s death, (i) the Company shall pay to the Executive’s estate the Accrued Benefits, and (ii) any and all unvested equity awards granted to him pursuant to the Merger Agreement (including, for clarity, any equity equivalents such as mutual fund awards) which are held by or for the benefit of Executive on the Termination Date shall immediately vest and become non-forfeitable in Executive’s estate. “Accrued Benefits” means: (a) the accrued but unpaid Base Salary through the Termination Date, payable within 30 days following the Termination Date or such earlier date as may be required by law; (b) reimbursement for any unreimbursed Expenses incurred through the Termination Date, payable within 30 days following the Termination Date; and (c) all other earned (including, for clarity, accrued bonus amounts that have not yet been paid to Executive as of the Termination Date) or vested payments, benefits, or fringe benefits to which the Executive shall be entitled as of the Termination Date under the terms of any applicable compensation arrangement or benefit, equity, or fringe benefit plan or program or grant.

 

  6.2.

Disability.

 

  (a)

If the Executive is removed from his position during the Term because of his Disability, (i) the Company shall pay to the Executive the Accrued Benefits, and (ii) any and all unvested equity awards granted to him pursuant to the Merger Agreement (including, for clarity, any equity equivalents such as mutual fund awards) which are held by or for the benefit of Executive on the Termination Date shall immediately vest and become non-forfeitable in Executive from and after such date. If the Executive is removed from his position during the Term because of his Disability,

 

7


  then the Company shall pay to the Executive a pro-rata portion of the target amount of the annual cash bonus for the year in which the removal occurs based on the number of days in such year through the Termination Date, payable within 30 days following the Termination Date. All payments to be provided to the Executive under this Section 6.2(a) shall be subject to the Executive’s compliance with the restrictions in Section 8.

 

  (b)

In addition, the Executive, for the period of time during which his Disability continues, may continue to participate in certain of the employee benefit plans in which he participated immediately prior to his removal. These benefits would include participation in, as applicable and to the extent defined in the Company’s applicable plans, group life, medical/dental and disability insurance plans, each at the same ratio of employer/employee contribution as applicable to the Executive immediately prior to his removal; and, thereafter, at the same ratio of employer/employee contribution as then-applicable to other executive-level employees in the Company. In addition, the Executive shall be entitled to compensation and benefits accrued through the date of his removal from his duties, including any amounts payable to the Executive under any Company profit sharing or other employee benefit plan up to the date of removal, to the extent permitted under the terms of such plan.

 

  6.3.

Termination for Cause or Resignation without Good Reason. If the Executive’s employment shall be terminated by the Company for Cause, or by the Executive without Good Reason, then: (a) the Company shall pay to the Executive the Accrued Benefits; and (b) the Executive shall immediately forfeit as of the Termination Date his unvested equity and any unpaid annual cash bonuses.

 

  6.4.

Termination without Cause or Resignation for Good Reason.

 

  (a)

If the Executive’s employment is terminated by the Company without Cause, or the Executive resigns for Good Reason, the Company shall pay to the Executive the Accrued Benefits. If the Executive’s employment is terminated by the Company without Cause, or the Executive resigns for Good Reason: (i) the Company shall pay to the Executive cash severance in the amount of $5 million payable (the “Severance Payments”) over the two-year period following the Termination Date; provided, however, any installments that would otherwise be paid before the period for the execution and non-revocation of the Release (as defined below) expires will be retained by the Company and paid with the first payroll period commencing on or after expiration of such period, and (ii) any and all unvested equity awards granted to him pursuant to the Merger Agreement (including, for clarity, any equity equivalents such as mutual fund awards) which are held by or for the benefit of Executive on the Termination Date shall immediately vest and become non-forfeitable in Executive from and after such date. In the event any termination described under this Section 6.4(a) shall occur prior to the full payment to Executive of his Bonus in respect of 2022, then the amount in clause (i) above shall be increased by 60% of the amount of the Accrued Bonus (the “Additional Severance Amount”), provided that the Additional Severance Amount shall be paid to Executive in one cash lump sum at the same time that annual bonuses are paid to the Company’s remaining executives but

 

8


  in no event later than March 15 of the year following the year in which the Termination Date occurs, subject to Executive’s execution and non-revocation of the Release.

 

  (b)

All payments to be provided to the Executive under this Section 6.4 shall be subject to the Executive’s (x) compliance with Sections 6.6 through 6.9, the restrictions in Section 8, any other post-termination obligations and agreements governing confidentiality, assignment of inventions, or restrictive covenants, and (y) within no more than forty-five days after the Termination Date, execution of a reasonable and customary general release and waiver of claims against the Company, its affiliates and its and their officers, directors, employees and agents from any and all liability arising from the Executive’s employment relationship with the Company and his service on the board of directors of any of the Company’s affiliates (which release will include an agreement between both parties not to disparage the other and contain restrictive covenants no more extensive than those that apply to Executive hereunder which is provided by the Company to the Executive) that is not revoked during the seven-day period after signing (the “Release”).

 

  6.5.

Termination or Repayment of Severance Payments. In addition to the foregoing, and not in any way in limitation thereof, or in limitation of any right or remedy otherwise available to the Company, if the Executive materially breaches any provision of this Agreement, any obligation of the Company to pay Severance Payments shall be terminated and of no further force or effect, and the Executive shall promptly repay to the Company any Severance Payments previously made to the Executive, in each case, without limiting or affecting the Executive’s obligations under this Agreement or the Company’s other rights and remedies available at law or equity; provided that under such circumstance, if the Company determines that the breach is curable, the Company shall provide the Executive with advanced written notice of such material breach and a reasonable opportunity within which to cure any such material breach.

 

  6.6.

Return of Company Property. Upon termination of the Executive’s employment for any reason or under any circumstances, the Executive shall promptly return any and all of the property of the Company and any affiliates (including, without limitation, all computers with all files and data stored thereon intact, keys, credit cards, identification tags, documents, data, confidential information, work product, and other proprietary materials), and other materials.

 

  6.7.

Post-Termination Cooperation. The Executive agrees and covenants that, following the Term, he shall, to the extent requested by the Company, cooperate in good faith with the Company to assist the Company in the pursuit or defense of (except if the Executive is adverse with respect to) any claim, administrative charge, or cause of action by or against the Company as to which the Executive, by virtue of his employment with the Company or any other position that the Executive holds that is affiliated with or was held at the request of the Company, has relevant knowledge or information, including by acting as the Company’s representative in any such proceeding and, without the necessity of a subpoena, providing truthful testimony in any jurisdiction or forum. The Company shall compensate Executive at a rate consistent with his Base Salary per hour for services

 

9


  provided in compliance with this Section 6.7 and shall reimburse Executive for his reasonable out-of-pocket expenses incurred in compliance with this Section 6.7.

 

  6.8.

Post-Termination Non-Assistance. Executive agrees and covenants that, following the Term, he or she shall not voluntarily assist, support, or cooperate with, directly or indirectly, any person or entity alleging or pursuing or defending against any claim, administrative charge, or cause or action against or by the Company, including by providing testimony or other information or documents, except under compulsion of law. Should Executive be compelled to testify, nothing in this Agreement is intended or shall prohibit Executive from providing complete and truthful testimony. Nothing in this Agreement shall in any way prevent Executive from cooperating with any investigation by any federal, state, or local governmental agency.

 

  6.9.

Other Positions. If Executive holds any other positions with the Company, TopCo, or any of its Affiliates, then upon expiration of the Term or termination of Executive’s employment by the Company for any reason, whether voluntary or involuntary, Executive shall resign such position(s) to be effective no later than the Termination Date (or such other date as requested by the Board).

 

7.

Intellectual Property. All inventions, discoveries, ideas, improvements, innovations or developments, and other intellectual property, whether patentable or not, relating to the existing business or products, or proposed business or products disclosed to the Executive during his employment, of the Company and its affiliates, conceived, generated or reduced to practice by or worked on by Executive, alone or in combination with others, whether or not during working hours, during his employment by the Company (collectively, the “Inventions”), shall be the exclusive property of the Company and its affiliates, and the Executive does and will irrevocably assign to the Company or its designee the Executive’s entire right, title and interest now existing or that may exist in the future in and to any such Inventions. The Executive shall execute and deliver to the Company all assignments and other documents, and take all other action reasonably requested by the Company, at the Company’s expense, during or subsequent to his employment, to vest title in any such Inventions or other intellectual property in the Company and its affiliates and/or to obtain patents, trademarks or copyrights therefor.

 

8.

Restrictive Covenants. In the course of developing its investment advisory business, the Company and its affiliates have developed forms of organization, business processes, procedures, computer software, investment strategies, screens and pricing disciplines, client procurement and retention strategies, marketing and business strategies, and other aspects of its business (collectively, the “procedures”) which it considers, and the Executive acknowledges, to be proprietary and/or distinctive within its businesses. Many of these procedures have been created and refined over a period of many years, at considerable cost, and in some cases may not change for a period of many years. The Company and its affiliates seek to protect its distinctive and proprietary procedures from competitors by obtaining from the Executive various non-disclosure and non-competition agreements, which the Executive acknowledges are reasonably necessary for the protection of the interests of the Company and its affiliates.

 

10


  8.1.

Non-Disclosure.

 

  (a)

The Executive shall forever hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliates, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliates and which shall not be public knowledge (other than as a result of a breach of this Section 8.1 by the Executive), including, without limitation, such information, knowledge or data regarding its or their business or investment methodologies, procedures, programs, source codes, clients, information relating to clients, prices, product strengths and weaknesses, or future developments or plans. The Executive shall not, without the prior written consent of the Company or except as required by law or in a judicial or administrative proceeding with subpoena powers, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.

 

  (b)

Notwithstanding the foregoing, nothing in this Agreement shall (i) prohibit the Executive from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, or (ii) require notification or prior approval by the Company of any reporting described in clause (i).

 

  (c)

Pursuant to The Defend Trade Secrets Act (18 USC § 1833(b)), the Executive may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, the Executive, if suing the Company for retaliation based on the reporting of a suspected violation of law, may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the Executive does not disclose the trade secret except pursuant to court order.

 

  8.2.

Non-Competition. The Executive will not, without the express written consent of the Company, which consent shall not be unreasonably withheld, during the period of the Executive’s employment with the Company, and for a period of two years thereafter, directly or indirectly, (a) engage in (as a principal, partner, director, officer, stockholder (except as permitted below), agent, employee, or consultant); or (b) be financially interested in, any entity materially engaged in any portion of the business of the Company or its affiliates within the territory served, or contemplated to be entered, by the Company or its affiliates on the date of such termination of employment. Nothing contained herein shall (i) prevent the Executive from owning beneficially or of record not more than five percent of the outstanding equity securities of any entity whose equity securities are registered under the Securities Act of 1933, as amended, or are listed for trading on any

 

11


  recognizable United States or foreign stock exchange or market, (ii) prevent the Executive from being an employee, principal, partner, officer, stockholder or agent of an asset owner (e.g., pension plan, endowment, family office, etc.), or (iii) prevent the Executive from serving on the board of directors or board of trustees of a mutual fund at any time after the 3-month anniversary of the Executive’s termination of employment. The business of the Company and its affiliates shall be defined to include investment management, investment research, advice and discretionary management; custody and trust administration; wealth, benefits and risk management services, and related business.

 

  8.3.

Non-Solicitation. The Executive will not, for a period of two years after the termination of the Executive’s employment with the Company for any reason, directly or indirectly, whether alone or as partner, owner, officer, director, employee, shareholder, consultant, or otherwise, without the express written consent of the Company, hire, employ, retain, or contract any person who then is or during one year prior to the termination date was an employee of or consultant to the Company or its affiliates and with whom the Executive has material contact. The Executive will not, for a period of two years after the termination of the Executive’s employment with the Company for any reason, directly or indirectly, whether alone or as partner, owner, officer, director, employee, shareholder, consultant, or otherwise, without the express written consent of the Company, (a) persuade or encourage or attempt to persuade or encourage any customer, client, partner, affiliate, supplier, or vendor of the Company or an affiliate to cease doing business with the Company or an affiliate or to compete with the Company or an affiliate on its own or with any competitor of the Company or an affiliate, or (c) solely with respect to clients or customers for whom the Company or an affiliate is a provider of investment management services with respect to 50% or more of the client’s or customer’s assets under management, do business with, accept or engage any such customer, client, partner, affiliate, supplier, or vendor of the Company or an affiliate for products or services competitive with the Company or an affiliate. The Executive acknowledges that the foregoing restrictions in this Section 8 are necessary since many of the procedures, strategies and other business plans and techniques of the Company and its affiliates have considerable ongoing value.

 

  8.4.

Enforceability of Provisions. If any restriction set forth in this Section 8 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable, it being understood and agreed that by the execution of this Agreement, the parties hereto regard the restrictions herein as reasonable and compatible with their respective rights.

 

  8.5.

Remedy for Breach. The Executive hereby acknowledges that the provisions of this Section 8 are reasonable and necessary for the protection of the Company and its respective subsidiaries and affiliates. In addition, the Executive further acknowledges that the Company and its respective subsidiaries and affiliates will be irrevocably damaged if such covenants are not specifically enforced. Accordingly, the Executive agrees that, in addition to any other relief to which the Company may be entitled, the Company will be entitled to seek and obtain injunctive relief (without the requirement of any bond) from a

 

12


  court of competent jurisdiction for the purposes of restraining the Executive from an actual or threatened breach of such covenants. In addition, and without limiting the Company’s other remedies, in the event of any breach by the Executive of such covenants, the Company will have no obligation to pay any of the amounts that remain payable by the Company in Section 6.

 

9.

Tax Matters.

 

  9.1.

Withholdings. The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

 

  9.2.

Section 280G. In the event that the Executive may become entitled to any payments or benefits under this Agreement and any portion of such payments or benefits, when combined with any other payments or benefits provided to Executive (including, without limiting the generality of the foregoing, by reason of the exercise or vesting of any equity awards), would in the absence of this Section 9.2 be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code, then the Company and the Executive agree that, subject to the Executive’s execution of a customary waiver of any “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder (collectively, “Section 280G”)) unless shareholder approval described below is obtained, the Company shall use commercially reasonable efforts to seek shareholder approval of any such excess parachute payments in accordance with Section 280G on a “slate” basis, such that no portion of any parachute payments to the Executive would be subject to the Excise Tax if such shareholder approval is obtained.

 

  9.3.

Section 409A. The compensation and benefits provided under this Agreement are intended to qualify for an exemption from or to comply with the requirements of Section 409A of the Code and the treasury regulations and other official guidance issued thereunder (collectively, “Section 409A”), so as to prevent the inclusion in gross income of any compensation or benefits accrued hereunder in a taxable year prior to the taxable year or years in which such amount would otherwise be actually distributed or made available to the Executive, and this Agreement shall be administered and interpreted consistent with such intention. The preceding provision, however, shall not be construed as a guarantee by the Company of any particular tax effect to the Executive under this Agreement. The Company shall not be liable to the Executive for any payment made under this Agreement that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A. References to “termination of employment” and similar terms used in this Agreement mean, to the extent necessary to comply with or qualify for an exception from Section 409A, the date that the Executive first incurs a “separation from service” within the meaning of Section 409A. To the extent any reimbursement provided under this Agreement is includable in the Executive’s income, such reimbursements shall be paid to the Executive not later than December 31st of the year following the year in which the Executive incurs the expense and the amount of reimbursable expenses provided in one year shall not increase or decrease the amount of reimbursable expenses to be provided in a subsequent year. Notwithstanding anything

 

13


  in this Agreement to the contrary, if at the time of the Executive’s separation from service with the Company, the Executive is a “specified employee” as defined in Section 409A, and any payment payable under this Agreement as a result of such separation from service is required to be delayed by six months pursuant to Section 409A, then the Company will make such payment on the date that is six months and one day following the Executive’s separation from service with the Company. The amount of such payment will equal the sum of the payments that would have been paid to the Executive during the six-month period immediately following the Executive’s separation from service had the payment commenced as of such date. Each payment under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A.

 

10.

Miscellaneous.

 

  10.1.

Clawback. Notwithstanding any other provision of this Agreement to the contrary, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirements under the securities laws, then the Executive shall return to the Company, or forfeit if not yet paid, the amount of any incentive-based compensation received during the three-year period preceding the date on which the Company is required to prepare the accounting restatement, based on the erroneous data, in excess of what would have been paid to the Executive under the accounting restatement as determined by the Company.

 

  10.2.

Right of Set Off. In the event of a breach by the Executive of the provisions of this Agreement, the Company is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and after 10 days prior written notice to the Executive, to set off and apply any and all amounts at any time held by the Company on behalf of the Executive and all indebtedness at any time owing by the Company to the Executive against any and all of the obligations of the Executive now or hereafter existing.

 

  10.3.

Notices. Any notice, consent, demand, or other communication to be given under or in connection with this Agreement shall be in writing and shall be delivered personally, telecopied, or sent by certified, registered or express mail, postage prepaid, to the parties at the following addresses or at such other addresses as shall be specified by the parties by like notice, and shall be deemed given when so delivered personally, telecopied or if mailed, two days after the date of mailing, , if to the Company, at its principal office, and, if to the Executive, to him at the address noted in the Company’s records.

 

  10.4.

Entire Agreement. This Agreement and the documents referenced herein contain the entire understanding of the Company and the Executive and supersedes all prior or contemporaneous negotiations, correspondence, understandings and agreements between the parties, regarding the subject matter of this Agreement, including the Prior Agreement.

 

  10.5.

Inconsistencies. In the event of any inconsistency between any provision of this Agreement and any provision of any Company arrangement, the provisions of this

 

14


  Agreement shall control, unless the Executive and the Company otherwise agree in a writing that expressly refers to the provision of this Agreement that is being waived.

 

  10.6.

Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

 

  10.7.

Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to any principles of conflicts of laws. Any claim by either party against the other in connection with any provision of this Agreement or any claim, dispute, or controversy arising from the employment as contemplated hereby, (including claims for injunctive relief), may be prosecuted in the applicable court described below. The venue for any claim or action shall be in a court in Rochester, New York, in the Western District of New York (if in federal court) and in Monroe County, New York (if in state court). Each party hereby consents to the exclusive jurisdiction of the courts in the preceding sentence for the claims or actions specified therein (including actions or claims by affiliates of the Company) agrees that service of process shall be sufficient if sent to the applicable party at the address designated pursuant to Section 10.3, by registered or certified mail, postage prepaid, return receipt requested.

 

  10.8.

Assignment. This Agreement shall inure to the benefit of and shall be binding upon the Company and its successors. This Agreement is personal to the Executive and shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

 

  10.9.

Voluntary Execution; Representations. Executive acknowledges that (a) he has consulted with or has had the opportunity to consult with independent counsel of his own choosing concerning this Agreement and has been advised to do so by the Company, and (b) he has read and understands this Agreement, is competent and of sound mind to execute this Agreement, is fully aware of the legal effect of this Agreement, and has entered into it freely based on his own judgment and without duress.

 

15


  10.10.

Headings. The headings of the Sections and Subsections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

 

  10.11.

Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

 

  10.12.

Survivorship. Except as otherwise set forth in this Agreement, the respective rights and obligations of the parties shall survive any termination of Executive’s employment.

 

  10.13.

Severability. If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

 

  10.14.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Signatures delivered by facsimile or PDF shall be effective for all purposes.

[Signature Page Immediately Follows]

 

16


IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

 

CALLODINE MIDCO, INC.

By:  

/s/ James Morrow

Name:   James Morrow
Title:   Chief Executive Officer

Executive:

/s/ Marc Mayer

MARC MAYER

 

17

Exhibit 107

Exhibit 107

Calculation of Filing Fee Table

Table 1 - Transaction Valuation

 

     Transaction
valuation
    Fee Rate      Amount of Filing
Fee
 

Fees to Be Paid

   $ 252,172,666.20 (1)      0.0000927      $ 23,376.41 (2) 

Fees Previously Paid

   $ 252,172,666.20        $ 23,376.41 (3) 

Total Transaction Valuation

   $ 252,172,666.20       

Total Fees Due for Filing

        $ 0  
       

 

 

 

Total Fees Previously Paid

        $ 23,376.41  

Total Fee Offsets

        $ 23,376.41  
       

 

 

 

Net Fee Due

        $ 0  
       

 

 

 

Table 2 – Fee Offset Claims and Sources

 

   

Registrant

or Filer

Name

 

Form or
Filing

Type

 

File Number

  

Initial Filing
Date

 

Filing Date

  Fee Offset
Claimed
    Fee Paid with
Fee Offset
Source
 

Fee Offset Claims

    PREM 14A   001-35355    June 2, 2022       $23,376.41    

Fee Offset Sources

  Manning & Napier, Inc.   PREM 14A   001-35355      June 2, 2022       $23,376.41(3)  

 

(1)

For purposes of calculating the fee only, this amount is based upon the sum of (a) 19,124,332 shares of Class A Common Stock of Manning & Napier, Inc., par value $0.01 per share (the “Shares”), multiplied by $12.85 per Share, (b) 0 shares of Class B Common Stock multiplied by $12.85 per Share and (c) rollover options to purchase 500,000 Shares, multiplied by $12.85 per Share.

(2)

The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2022, was calculated by multiplying $252,172,666.20 by 0.0000927.

(3)

The Company previously paid $23,376.41 upon the filing of its Preliminary Proxy Statement on Schedule 14A on June 2, 2022 in connection with the transaction reported hereby.