As filed with the Securities and Exchange Commission on October 10, 2025.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Public Policy Holding Company, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | 8742 | 87-3557229 |
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
800 North Capitol St. NW, Suite 800
Washington, D.C. 20002
(202) 688–0020
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Neal Strum
800 North Capitol St. NW, Suite 800
Washington, D.C. 20002
(202) 688–0020
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Roeland Smits Chief Financial Officer Public Policy Holding Company, Inc. 800 North Capitol St. NW, Suite 800 Washington, D.C. 20002 | | Ashar Qureshi Fried, Frank, Harris, Shriver & Jacobson (London) LLP 100 Bishopsgate London EC2N 4AG United Kingdom | Joshua A. Kaufman Era Anagnosti DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o | Accelerated filer o | Non-accelerated filer Q | Smaller reporting company o |
| | | Emerging growth company Q |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. Q
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the US Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. We and the selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED , 2025
Preliminary Prospectus
Shares
Public Policy Holding Company, Inc.
Common Stock
This is the initial public offering in the United States of shares of common stock, par value $0.001 per share (the “Common Stock”), of Public Policy Holding Company, Inc. in the United States. We are offering shares of our Common Stock. The selling shareholders identified in this prospectus are offering an additional shares of our Common Stock. We will not receive any proceeds from the sale of shares by the selling shareholders. We will bear all of the offering expenses other than the underwriting discounts and commissions applicable to the Common Stock sold by the selling shareholders.
Prior to this offering, there has been no public market for our Common Stock in the United States. We have applied to list our Common Stock on the Nasdaq Global Market (“Nasdaq”) under the symbol “PPHC”. Our Common Stock is currently listed on the AIM market of the London Stock Exchange under the symbol “PPHC”. The closing price of our Common Stock, on ___, 2025 was ___, which equals a price of $___, based on an exchange rate of ___/$1.00 as of ___, 2025.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). As a result, we are eligible to take advantage of certain reduced disclosure and other requirements that are otherwise applicable to public companies.
Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 10 to read about factors you should consider before buying shares of our Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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| Per Share | | Total |
Initial public offering price | $ | | $ |
Underwriting discounts and commissions(1) | $ | | $ |
Proceeds to us, before expenses | $ | | $ |
Proceeds to the selling shareholders, before expenses | $ | | $ |
__________________
(1)We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Plan of Distribution.” We have also granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase up to an additional shares of our Common Stock on the same terms set forth above to cover over-allotments, if any. See “Plan of Distribution.” Delivery of the shares of Common Stock will be made on or about , 2025.
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Oppenheimer | Canaccord Genuity |
Texas Capital Securities |
Prospectus dated , 2025
TABLE OF CONTENTS
We have not, and neither the selling shareholders nor any of the underwriters has, authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission (the “SEC”). We do not take responsibility for, and neither the selling shareholders nor any of the underwriters take responsibility for, and neither we nor they can provide any assurance as to the reliability of, any other information that others may give you. We and the selling shareholders are offering to sell, and seeking offers to buy, shares of Common Stock only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Common Stock. Our business, financial condition, results of operations and prospects may have changed since such date.
For investors outside of the United States, we have not, nor have the selling shareholders or any of the underwriters, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the United States.
Through and including , 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.
ABOUT THIS PROSPECTUS
As used in this prospectus, unless the context otherwise indicates, any reference to “PPHC,” “our Company,” “the Company,” “us,” “we” and “our” refers, to Public Policy Holding Company, Inc., together with its consolidated subsidiaries.
Basis of Presentation
The financial information included in this prospectus derives from and should be read together with our audited consolidated financial statements as of and for the years ended December 31, 2024 and December 31, 2023 and the related notes thereto (the “Audited Consolidated Financial Statements”). The Audited Consolidated Financial Statements as of and for the year ended December 31, 2024 have been audited by Forvis Mazars, LLP, an independent public accounting firm, and the Audited Consolidated Financial Statements as of and for the year ended December 31, 2023 have been audited by MN Blum LLC, an independent public accounting firm, and are included elsewhere in this prospectus.
Certain monetary amounts, percentages and other figures included elsewhere in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
In connection with our application for admission to listing of our Common Stock on Nasdaq, we completed a reverse stock split, which became effective October 2, 2025, to reduce the number of shares of our Common Stock outstanding by a ratio of 5 to 1 (the “Reverse Stock Split”). Unless otherwise indicated, each reference to a number of shares of our Common Stock is given on a post-Reverse Stock Split basis.
Non-GAAP Financial Measures
In this prospectus, we present certain financial measures that are not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”), referred to herein as “non-GAAP.” You should review the reconciliation and accompanying disclosures carefully in connection with your consideration of such non-GAAP measures and note that the way in which we calculate these measures may not be comparable to similarly titled measures employed by other companies. Specifically, we make use of the non-GAAP financial measures Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted EPS diluted, Organic Revenue Growth and Adjusted Free Cash Flow.
These non-GAAP financial measures are used by management to measure our operating performance, but may not be directly comparable to similar measures, such as EBITDA or Adjusted EBITDA, relied on or reported by other companies, including other companies in our industry. We believe excluding items that neither relate to the ordinary course of business nor reflect our underlying business operating performance, such as equity-based compensation, the amortization of acquired intangible assets, acquisition-related post-combination compensation and contingent consideration, gains on bargain purchase price, interest and tax, enables meaningful period-to-period comparisons of our operating performance. We also use these non-GAAP financial measures when publicly providing our business outlook, for internal management purposes, and as a basis for evaluating potential acquisitions and dispositions. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting our business than GAAP results alone. Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted EPS diluted, Organic Revenue Growth and Adjusted Free Cash Flow are not recognized under GAAP and should not be considered as an alternative to any performance measure derived in accordance with GAAP, including net income (loss). The presentations of non-GAAP measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for the analysis of, our results as reported under GAAP. Because not all companies use identical calculations, the presentations of non-GAAP measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. For a discussion of the use of these measures and a reconciliation of the most directly comparable GAAP measures, see “Prospectus Summary—
Summary Historical Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”
INDUSTRY AND MARKET DATA
This prospectus includes information concerning our industry and the markets in which we operate that is based on information from various sources including public filings, internal company sources, various third-party sources and management estimates. Management estimates regarding our position, share and industry size are derived from publicly available information and our internal research, and are based on a number of key assumptions made upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. While we believe the industry, market and competitive position data included in this prospectus is reliable and is based on reasonable assumptions, such data is necessarily subject to a high degree of uncertainty and risk and is subject to change due to a variety of factors, including those described in “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates included in this prospectus. We have not independently verified any data obtained from third-party sources and cannot assure you of the accuracy or completeness of such data.
PROSPECTUS SUMMARY
This summary contains selected information about our business and this offering contained elsewhere in this prospectus. It may not contain all the information that may be important to you. Investors should carefully read this entire prospectus before making an investment decision, including the information set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto included elsewhere in this prospectus. Some of the statements in this prospectus constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”
Unless we indicate otherwise or the context otherwise requires, all references to “Public Policy Holding Company, Inc.,” “PPHC,” “we,” “us,” “our” and the “Company” refer to Public Policy Holding Company, Inc. and its consolidated subsidiaries.
Our Company
Our mission is to become the preeminent provider of global strategic communications by uniting a diverse group of leading government relations, corporate communications and public affairs specialists around the world for the collective success of our clients, employees, and shareholders.
Founded by veteran advisors with decades of experience in Washington, D.C.’s public policy and government relations landscape, we have grown and diversified our global communications advisory business through targeted acquisitions and organic growth. We designed our business to address the growing complexity and costs facing major corporate and non-profit entities in managing increasingly intricate and interdependent public policy and reputational challenges, and we now help more than 1,300 clients around the world navigate today’s complex mosaic of stakeholders across the full spectrum of corporate affairs. Our clients include nearly half of the Fortune 100.
Across our growing portfolio, our specialized firms offer global strategic communications services, including government relations, corporate communications, public affairs, research, crisis management, financial communications and investor relations, and creative communications delivery. We are active in all major sectors of the economy, including healthcare and pharmaceuticals, asset management and financial services, energy, technology, telecoms and transportation. Our diverse and complementary services help clients enhance, fortify and defend their reputations, advance corporate strategy, manage regulatory risk and opportunities, and maintain productive, ongoing engagement with their most important stakeholders including federal- and state-level policy makers, investors, employees, customers, the media and the general public. We do this in multiple jurisdictions with our diverse and complementary capabilities.
Our business comprises three reporting segments—Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services—corresponding to the different types of strategic communications services our member companies provide to our clients:
Government Relations Consulting services (which is also commonly referred to as “lobbying”) include advocacy, strategic guidance, political intelligence and issue monitoring at the US federal and state levels and in the United Kingdom through our offices in London;
Corporate Communications & Public Affairs Consulting services include crisis communications, financial communications and investor relations, litigation support, community relations, social and digital media, public opinion research, branding and messaging, and relationship marketing, across the United States and internationally through our offices in London, Shanghai, Abu Dhabi, and Dubai; and
Compliance and Insights Services include lobbying compliance services and legislative tracking.
Importantly, as distinct from legacy branded competitors in our industry who have sought to be all-in-one providers of strategic communications services to their clients, we deliver complementary strategic communications services through stand-alone firms. Each of our firms is recognized for excellence in its respective area of expertise, and it is incentivized to collaborate and to partner with each of our other firms while maintaining a strong focus on
its specialized services. Our business model allows us to deliver both the scale and reach of those all-in-one providers and also the higher standards of quality, service, creativity and agility that traditionally have been the domain of smaller boutiques. We seek to eliminate the traditional trade-off between scale and quality, and our growth demonstrates that our business model is well-suited to the needs and preferences of modern clients.
Since our inception in 2014, we have acquired and integrated numerous businesses specializing in key facets of the global strategic communications market. Under our holding company, we now operate as 12 member companies in the United States and the United Kingdom, with expanding reach into Europe and parts of Asia and the Middle East. Our 12 member companies (together with PPHC, the “Company”) include Crossroads Strategies, LLC (“Crossroads”), Forbes Tate Partners LLC (“Forbes Tate”), Blue Engine Message & Media, LLC (doing business as Seven Letter) (“Seven Letter”), O’Neill & Partners, LLC (doing business as O’Neill & Associates) (“O’Neill”), Alpine Group Partners, LLC (“Alpine”), KP Public Affairs LLC (“KP”), MultiState Associates, LLC (“MultiState”), Concordant LLC (“Concordant”), Lucas Public Affairs, LLC (“Lucas”), Pagefield Communications Limited (“Pagefield”),TrailRunner International, LLC (“TrailRunner”), and Pine Cove Strategies, LLC (“Pine Cove”).
We announced the earnings-accretive acquisition of Texas-based TrailRunner for initial consideration of $33.0 million in January 2025, comprising $28.1 million in cash and 2,966,138 shares of our Common Stock (representing 593,228 shares of Common Stock after giving effect to the Reverse Stock Split (as defined below)). Closing occurred on April 1, 2025. TrailRunner operates with a global team across offices in Texas, New York, Nashville, and Northern California, London, Shanghai, Abu Dhabi, and Dubai. There are additional contingent payments, up to $37.0 million, that the TrailRunner seller can earn in the future depending on certain operating results that are achieved.
We announced the earnings-accretive acquisition of Pine Cove for initial consideration of $3.0 million in July 2025, comprising $2.6 million in cash and 214,146 of new shares of Common Stock (representing 42,830 shares of Common Stock after giving effect to the Reverse Stock Split). Closing occurred on August 1, 2025. Pine Cove is a strategic consulting firm that serves as a long-term partner to clients ranging from start-ups to established businesses and Fortune 500 companies. It advises and supports clients in navigating regulatory and complex business challenges. There are additional contingent payments, up to $10.0 million, that Pine Cove can earn in the future depending on certain operating results that are achieved.
We operate in large, growing markets. We estimate that our total addressable market (“TAM”) in 2024 was in excess of $20.0 billion, comprising $4.4 billion of disclosed federal lobbying expenditure, $2.2 billion of disclosed US state-based lobbying expenditure, an estimated $5.6 billion of global public affairs spend, and an estimated $8.4 billion global corporate communications spend. The latter, which covers corporate, crisis, and financial communications, became a larger part of our offering with the 2025 acquisition of TrailRunner.
As a company designed by and for the operators of advisory businesses, we optimize corporate strategy, cross-selling and referral opportunities for our portfolio companies through proactive and collaborative engagement both firm-to-firm and at the holding company level. We provide our companies with a scalable platform for growth, providing uniform and efficient financial infrastructure, legal services, human resources, compliance and administration at the parent company level. We incentivize cross-company selling, talent referral and retention opportunities to sustain our world-class talent, and we aim to reduce the overall incidence of client or sector conflicts by incentivizing our member companies to refer potential clients to other member companies or individual employees who are unconflicted and available to engage. These signature operator-friendly aspects of the business have enabled PPHC to successfully acquire firms that are among the very best in their fields, to retain and attract great talent in those firms and to drive strong organic growth across the platform.
We have grown our geographical reach and practice capabilities to provide clients a full range of services through multiple member companies. Our evolution to date is the result of a careful and methodical strategy to build a unique service platform to simplify and more effectively address global client needs and opportunities in an increasingly fragmented and fast-moving environment where business, government, and public perception converge. This growth strategy is predicated on adding both geographic reach and a broad set of capabilities to help clients anticipate the expectations of key stakeholders and drive stakeholder engagement and alignment.
Building on the globalization of public policy and reputation challenges, our founders and many of our senior managers operate in Washington, D.C., and have past careers and/or close professional ties to the US executive branch, Congress and regulatory authorities. Other leaders operate principally at the state or regional level, drawing on decades of experience, deep community ties and relationships with key stakeholders in key markets, including Sacramento, Dallas-Fort Worth, Austin, and New York. With the acquisitions of Pagefield in June 2024 and TrailRunner in April 2025, we expanded our operations to other key US markets as well as to London, Shanghai, Abu Dhabi and Dubai, giving us truly global reach in key financial centers. We continue to look for opportunities to broaden the geographic scope of our services both domestically and abroad.
As of December 31, 2024, we had approximately 1,200 active client relationships, of which 503 contributed $100,000 or more in annual revenue, with no single client representing more than 2.0% of overall revenue, reflecting relatively low client concentration risk. As of October 3, 2025, we had approximately 1,300 active client relationships. We have a track record of high client retention, with an average annual client renewal rate of approximately 78.3% and an average revenue retention rate of 84.4% between 2020 to 2024.
For the year ended December 31, 2024, we incurred a $24.0 million net loss, and generated $38.6 million of Adjusted EBITDA. The primary difference between our GAAP net loss and our non-GAAP Adjusted EBITDA was a non-cash share-based accounting charge of $31.8 million. Other adjustments comprise acquisition-related expenditures (M&A expenses, post-combination compensation expense, changes in fair value of contingent consideration and gain on bargain purchase price) as well as long-term incentive program charges, interest, tax, depreciation and amortization. For a discussion of our use of non-GAAP measures, and a reconciliation to the most directly comparable GAAP measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures,” below.
The table below presents select key financial performance measures since 2018:
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| 2018 | | 2019 | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | Six Months Ended June 30, 2025 | | CAGR 2018-2024 |
Revenue ($m) | 33.8 | | | 55.5 | | | 77.4 | | | 99.3 | | | 108.8 | | | 135.0 | | | 149.6 | | | 87.9 | | | 28.1 | % |
Revenue growth (period-over-period) | 28.0 | % | | 64.2 | % | | 39.5 | % | | 28.3 | % | | 9.6 | % | | 24.1 | % | | 10.8 | % | | 23.6 | % | | |
Organic Revenue Growth (period-over-period) | 25.3 | % | | 32.5 | % | | 8.3 | % | | 24.4 | % | | 6.7 | % | | 2.0 | % | | 2.7 | % | | 7.6 | % | | |
Net loss ($m) | | | | | | | | | (15.0) | | | (14.2) | | | (24.0) | | | (16.3) | | | |
Adjusted EBITDA ($m)(1) | | | | | | | | | 31.5 | | | 35.4 | | | 38.6 | | | 21.4 | | | |
Net loss margin | | | | | | | | | (13.8) | % | | (10.6) | % | | (16.0) | % | | (18.6) | % | | |
Adjusted EBITDA margin | | | | | | | | | 29.0 | % | | 26.2 | % | | 25.8 | % | | 24.4 | % | | |
Top 10 clients as % of total revenue | 25.9 | % | | 17.9 | % | | 12.3 | % | | 14.7 | % | | 11.0 | % | | 10.8 | % | | 8.7 | % | | 9.4 | % | | |
Our Competitive Strengths
We believe the following strengths represent key strategic advantages for us:
•We offer integrated strategic communications and deep issue expertise across all major sectors of the economy;
•We have diversified revenue sources from a blue-chip client base with a high client retention rate;
•We have built an enviable position in a complex market, grounded in broad expertise and trusted by stakeholders across the political spectrum;
•The markets for our core services, federal and state government relations, are large, fragmented and growing, creating opportunities for us to potentially grow our revenues and seize market share. Further expansion into strategic communications services, including media management and research, also represent large potential markets for growth;
•We have a track record of successful strategic acquisitions and integration;
•Our operating model is efficient and, we believe, attractive to potential acquisition targets in our industry;
•We believe our status as a publicly traded company increases our attractiveness to both potential employees and acquisition targets, supporting the hiring and retention of top talent and further growth through strategic acquisitions with share-based incentives; and
•We have a highly experienced, entrepreneurial management team.
Our Growth Strategy
We intend to continue to leverage our competitive advantages to drive growth through the following strategies, among others:
•Continue to leverage the benefits of our diversified service offering and client base and realize scale benefits on behalf of all of our acquired companies;
•Expand our geographic reach and depth and breadth of expertise through strategic acquisitions; and
•Expand and upskill digital and data capabilities across the Company to increase productivity and out-deliver near-peers and direct competitors.
Summary of Principal Risk Factors
Investing in our Common Stock involves a high degree of risk. You should carefully consider these risks before investing in our Common Stock, including the risks related to our business and industry described under “Risk Factors” elsewhere in this prospectus. Such risks may adversely affect our business, financial condition, results of operations and cash flows, which could cause a decline in the price of our Common Stock and result in a loss of all or a portion of your investment. In particular, the principal factors and uncertainties that make investing in our Common Stock risky include:
•reduction in the demand for our services from clients;
•damage to our reputation in our industry;
•loss of key personnel;
•inability to successfully implement our business strategy, including through future acquisitions or other strategic transactions;
•failure to adequately coordinate and monitor our operating subsidiaries;
•inability to compete effectively outside the United States or in new business lines;
•loss of employees or clients to new or existing competitors;
•competition from parties who sell their businesses to us or from professionals who depart such companies following the companies’ acquisition by us;
•errors in forecasting and planning, setting operation and financial performance targets or relying on non-GAAP financial metrics which may not provide the best measurement of our performance or may not be comparable with similar measures used by our competitors;
•macroeconomic and political risks;
•reliance on third-party suppliers and third-party technology;
•cybersecurity breaches or disruptions to our information technology systems;
•failure to comply with data privacy laws;
•failure to comply with regulations applicable to lobbying activities or other aspects of our business;
•failure to maintain effective internal controls over financial reporting; and
•the costs of servicing our debt, and the restrictions placed on our operations under related debt agreements.
Channels for Disclosure of Information
Following the closing of this offering, we will be required to file reports, proxy statements, information statements and other information with the SEC. Our SEC filings will also be available at www.sec.gov and on our website. Information contained on any website referenced in this prospectus is not part of, and is not incorporated by reference into this prospectus.
Our website address is https://pphcompany.com. Information contained on the website does not constitute part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. In compliance with our regulatory obligations as a company listed on the AIM market of the London Stock Exchange, we also post information regarding material developments affecting the Company to the London Stock Exchange’s regulatory news service, available through the London Stock Exchange website, at https://www.londonstockexchange.com/stock/PPHC/public-policy-holding-company-inc/company-page. Information contained on the London Stock Exchange website does not constitute part of this prospectus. We have included such website address in this prospectus solely as an inactive textual reference.
The information disclosed through the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.
Corporate Information
We are a Delaware corporation and were incorporated on February 4, 2021. Our principal executive offices are located at 800 North Capitol St. NW, Suite 800, Washington, D.C. 20002, and our telephone number is (202) 688–0020. Our website can be found at https://pphcompany.com.
The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus.
THE OFFERING
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| Issuer | Public Policy Holding Company, Inc. |
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| Shares of Common Stock offered by us | shares of Common Stock (or shares of Common Stock if the underwriters exercise their over-allotment option in full). |
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| Shares of Common Stock offered by selling shareholders | shares of Common Stock |
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| Shares of Common Stock to be outstanding after this offering | shares of Common Stock (or shares of Common Stock if the underwriters exercise their over-allotment option in full). |
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| Over-allotment option to purchase additional shares of Common Stock | We have granted the underwriters an option to purchase up to an additional shares of Common Stock from us. The underwriters can exercise this option at any time within 30 days from the date of this prospectus. |
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| Use of proceeds | We estimate that the net proceeds from the sale of our Common Stock in this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $ million (or $ million if the underwriters exercise their over-allotment option to purchase additional shares in full) based on an assumed initial public offering price of $ per share (the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on ___, 2025). We will not receive any proceeds from the sale of shares of our Common Stock by the selling shareholders. |
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| We intend to use these net proceeds from this offering to fund working capital and for general corporate purposes, potentially including future acquisitions of new portfolio companies. See “Use of Proceeds.” |
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| Dividend policy | We currently intend to pay out dividends at a payout ratio of approximately 30% of Adjusted Net Income. This policy is, however, subject to change. The declaration and payment of dividends by us is at the sole discretion of our board of directors, and there can be no assurance that any dividends will be paid in or for any given period. See “Dividend Policy.” |
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| Risk factors | Investing in our Common Stock involves a high degree of risk. See “—Summary of Principal Risk Factors” below, the section of this prospectus entitled “Risk Factors,” and the other information included in this prospectus for a discussion of factors you should carefully consider before investing in our Common Stock. |
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| Listing | We have applied to have our Common Stock listed on Nasdaq under the symbol “PPHC.” |
The number of shares of our Common Stock that will be outstanding after this offering is based on 24,906,406 shares of our Common Stock outstanding as of June 30, 2025, and excludes:
• shares of Common Stock issuable upon the exercise of options to purchase shares of our Common Stock outstanding as of June 30, 2025 with a weighted average exercise price of $11.80 (GBP 8.60) per share;
• shares of Common Stock issuable upon the vesting of outstanding awards of deferred restricted stock units;
• shares of Common Stock to be issued as earnout consideration pursuant to purchase agreements relating to the historical acquisitions of member companies; and
• shares of Common Stock available for future issuance under the omnibus incentive plan adopted by the Company in 2021 (as amended, the “Omnibus Incentive Plan”).
Unless we indicate otherwise or unless the context otherwise requires, all information in this prospectus:
•assumes no exercise of the underwriters’ over-allotment option to purchase additional shares;
•gives effect to the 5-for-1 Reverse Stock Split, effected on October 2, 2025; and
•assumes an initial public offering price of $ per share, the US dollar equivalent of the Closing price of our Common Stock on AIM on ___, 2025.
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
The following table sets forth the summary historical consolidated financial data of the Company as of and for the periods presented. The summary consolidated financial data as of and for the fiscal years 2024 and 2023 are derived from the audited consolidated financial statements and the related notes appearing elsewhere in this prospectus. The interim consolidated financial data as of and for the three and six months ended June 30, 2025 and June 30, 2024 are derived from the unaudited interim consolidated financial statements and related notes appearing elsewhere in this prospectus. The historical results presented below are not necessarily indicative of financial results to be achieved in future periods and should be read in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and accompanying notes, which are included elsewhere in this prospectus.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six months ended June 30, | | For the year ended December 31 |
| Consolidated Statements of Operations Data: | | 2025 | | 2024 | | 2024 | | 2023 |
| | | | | | | | |
| | $ thousands, except per share items |
Revenue | | 87,899 | | | 71,134 | | | 149,563 | | | 134,986 | |
Operating expenses: | | | | | | | | |
Salaries and other personnel costs | | 72,665 | | | 58,948 | | | 126,640 | | | 111,567 | |
Office and other direct costs | | 3,286 | | | 2,734 | | | 5,651 | | | 5,064 | |
Cost of services | | 75,951 | | | 61,683 | | | 132,291 | | | 116,631 | |
General and administrative | | 17,025 | | | 12,611 | | | 26,837 | | | 23,443 | |
Mergers and acquisitions expense | | 276 | | | 1,557 | | | 2,434 | | | 308 | |
Depreciation and amortization expense | | 2,768 | | | 1,858 | | | 4,245 | | | 3,529 | |
Change in fair value of contingent consideration | | 2,676 | | | 2,264 | | | 1,910 | | | 1,711 | |
Total operating expenses | | 98,697 | | | 79,972 | | | 167,716 | | | 145,622 | |
Loss from operations | | (10,798) | | | (8,838) | | | (18,152) | | | (10,636) | |
Gain on bargain purchase | | — | | | 2,464 | | | 2,464 | | | 4,836 | |
Interest income | | 62 | | | 98 | | | 177 | | | 18 | |
Interest expense | | (1,500) | | | (598) | | | (1,900) | | | (959) | |
| Other expense | | (22) | | | — | | | — | | | — | |
Net loss before income taxes | | (12,258) | | | (6,875) | | | (17,412) | | | (6,741) | |
Income tax expense | | (4,088) | | | (3,707) | | | 6,545 | | | 7,503 | |
Net loss | | (16,346) | | | (10,581) | | | (23,957) | | | (14,244) | |
Net loss per share, basic and diluted | | $ | (1.06) | | | $ | (1.21) | | | $ | (2.34) | | | $ | (2.52) | |
| Weighted average shares outstanding, basic and diluted | | 17,044,164 | | | 12,860,164 | | | 13,409,160 | | | 9,325,231 | |
| | | | | | | | | | | | | | | | |
| | As of |
| | June 30, 2025 | | |
| | Actual | | Pro Forma(1) | | |
| | | | | | |
| Consolidated Balance Sheet Data: | | ($ thousands) |
Cash | | 9,792 | | | | | |
Working Capital | | 26,419 | | | | | |
Total Assets | | 203,891 | | | | | |
| Total debt | | 52,018 | | | | | |
Total liabilities | | 122,843 | | | | | |
Total stockholders’ equity | | 81,048 | | | | | |
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(1)The pro forma column above gives effect to the sale and issuance of shares of our common stock in this offering at an initial public offering price of $ per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
In addition to the measures presented in our consolidated financial statements, we use certain key business and non-GAAP financial measures, including Adjusted EBITDA, to help us evaluate our business, identify trends affecting our performance, formulate business plans, and make strategic decisions. The table below sets forth a reconciliation of Adjusted EBITDA to Net Loss and Net Loss Margin, respectively.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended June 30, | | For the six months ended June 30, | | For the year ended December 31, |
| Non-GAAP Financial Measures Reconciliations | | 2025 | | 2024 | | 2025 | | 2024 | | 2024 | | 2023 |
| | | | | | | | | | | | |
| | $ thousands, except where indicated |
Net loss | | (5,730) | | | (5,166) | | | (16,346) | | | (10,581) | | | (23,957) | | | (14,244) | |
Net loss margin | | (11.8) | % | | (14.2) | % | | (18.6) | % | | (14.9) | % | | (16.0) | % | | (10.6 | %) |
Adjustments: | | | | | | | | | | | | |
Interest income | | (29) | | | (98) | | | (62) | | | (98) | | | (177) | | | (18) | |
Interest expense | | 865 | | | 369 | | | 1,500 | | | 598 | | | 1,900 | | | 959 | |
Income tax expense | | (24) | | | 2,486 | | | 4,088 | | | 3,707 | | | 6,545 | | | 7,503 | |
Depreciation and amortization | | 1,718 | | | 1,130 | | | 3,049 | | | 2,138 | | | 4,807 | | | 3,998 | |
EBITDA | | (3,201) | | | (1,279) | | | (7,771) | | | (4,237) | | | (10,882) | | | (1,802) | |
Long-term incentive program charges | | 1,528 | | | 845 | | | 2,651 | | | 1,363 | | | 4,162 | | | 2,796 | |
Share-based accounting charge | | 7,394 | | | 7,597 | | | 14,838 | | | 15,194 | | | 31,804 | | | 30,904 | |
Post-combination compensation charge | | 5,336 | | | 2,992 | | | 8,776 | | | 5,121 | | | 11,599 | | | 6,295 | |
Change in fair value of contingent consideration | | 1,693 | | | 1,636 | | | 2,676 | | | 2,264 | | | 1,910 | | | 1,711 | |
Gain on bargain purchase, net of deferred taxes | | — | | | (2,356) | | | — | | | (2,464) | | | (2,464) | | | (4,836) | |
Adjusted EBITDA Incl. M&A expenses | | 12,749 | | | 9,435 | | | 21,170 | | | 17,241 | | | 36,129 | | | 35,068 | |
| M&A expenses | | 82 | | | 1,401 | | | 276 | | | 1,557 | | | 2,434 | | | 308 | |
Adjusted EBITDA | | 12,831 | | | 10,836 | | | 21,446 | | | 18,798 | | | 38,563 | | | 35,376 | |
| Adjusted EBITDA margin | | 26.4 | % | | 29.7 | % | | 24.4 | % | | 26.4 | % | | 25.8 | % | | 26.2 | % |
For a discussion of the other non-GAAP financial measures that we use, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”
RISK FACTORS
An investment in our Common Stock involves a high degree of risk. You should consider carefully all the risk factors described below, and the matters discussed below under “Cautionary Notice Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below. If any of the risks described below, or elsewhere in this prospectus, were to materialize, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affected. In such case, the trading price of our Common Stock could decline, and investors could lose part or all of their investment. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also materially adversely affect our business, financial condition, results of operations, cash flows and prospects.
Risks Related to Our Business and Industry
The success of our business depends on establishing and maintaining client relationships, in particular with our largest clients.
The success of our business depends on the ability of our individual member companies to establish and maintain strong client relationships. If we fail to build or maintain such relationships, it could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects. Although we have longstanding relationships with many of our clients, these clients usually do not enter into long-term contracts beyond 12 months, and a significant portion of our contracts with customers have termination clauses that give the customer the right to terminate the contract without cause with one month’s notice without any substantial penalty. In addition, while the majority of our client work is retainer-based, approximately 10% of our revenue is typically generated from project-specific services provided to clients under separate contracts. The continued extension of our retainer-based consulting contracts and the continued uptake of project-specific service contracts depend on our ability to deliver top quality services to our clients and build client trust. In our complex and ever-evolving industry, there can be no assurance that we will be able to do so. Should any of our top clients by revenue terminate their relationship with us or significantly reduce their demand for our services, our revenue would be adversely affected. For the six months ended June 30, 2025, fees attributed to our top ten clients (on a consolidated group basis) amounted to 9.4% of our revenue. While revenue from our top clients will vary from period-to-period, the revenue derived from a major client that permanently discontinued or significantly reduced its relationship with us could be difficult to replace, which could negatively impact our prospects.
Our ability to maintain and grow our business will depend on our reputation in the industry, which could be adversely impacted by negative publicity, our association with certain clients, our real or perceived failure to manage conflicts of interest or by adverse litigation or other factors.
We operate in an industry where integrity, client trust and confidence are paramount and, as a result, maintaining our professional reputation and managing potential conflicts of interest are critical to our business. Our brand and reputations could be negatively impacted by real or perceived conflicts of interest, litigation or claims against us, actual or alleged employee error or misconduct, operational failures, regulatory investigations, press speculation or negative publicity (whether or not based in truth), inadequate or negligent provision of services to clients or disclosure of confidential client information, among other factors. Our brand could also in the future be adversely affected by factors entirely beyond our control, such as the independent actions of our clients or negative media attention paid to our clients for any reason. The potential for negative brand and reputational exposure has increased with the global flow of information via the internet and social media, through which adverse comments, whether substantiated or not, can reach a wide audience very quickly and without appropriate balance or context. Due to the broad scope of our operations and our client base, we regularly address and have, in some instances, had to turn down certain opportunities due to actual and potential conflicts of interest.
We face risks of both (i) client conflicts, which are situations where our services to a particular client conflict, or are perceived to conflict, with the interests of another client, and (ii) own-interest conflicts, which are situations where our duty to act in the best interests of any client in relation to a matter conflicts, or there is a significant risk that it may conflict, with our own interests in relation to that or a related matter. Furthermore, where one or more of
our member companies have access to material non-public information that may not be shared with our other member companies, it can also lead to an actual or perceived own-interest conflict. While we have extensive procedures and controls that are designed to identify and address conflicts of interest, including those designed to prevent the improper sharing of information among our member companies, appropriately identifying and dealing with conflicts of interest (both client conflicts and own-interest conflicts) is complex and difficult, and our reputation could be damaged and the willingness of clients to enter into engagements with us may be affected, if our procedures or controls fail or we otherwise fail, or appears to fail, to identify, disclose and deal appropriately with conflicts of interest. It is also possible that actual, potential or perceived conflicts could give rise to client dissatisfaction, litigation or regulatory enforcement actions, which could lead to significant reputational harm.
The success of our business depends on our reputation for providing high-quality professional services. If any of our member companies are involved in litigation or claims relating to its performance in a particular matter, the reputation of that individual company and the entire Company could be damaged. Our reputation could be damaged through any member company’s disclosed involvement either as an advisor or as a litigant, in high profile or unpopular legal proceedings. We, on behalf of PPHC or any of our member companies, may be required to incur legal expenses in defending PPHC or the member companies against any litigation or claims and may also incur significant reputational and financial harm if such litigation or claims are successful or receive negative press coverage. Any such occurrence which damages our reputation could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.
Our success depends largely on the efforts and abilities of key personnel, on our ability to retain their clients and replace their expertise should they depart and generally on our ability to recruit and retain new employees to grow the business.
Our performance depends, to a significant extent, upon the efforts and abilities of our senior executive officers and revenue-generating employees. At both the Company and member company levels, we depend on the managerial abilities, strategic vision and professional relationships of our senior executive officers, and at the member company level, we also depend on the skill, expertise and client relationships of our key employees who build the client relationships through which we generate our revenues. Each of our businesses is, fundamentally, a “people” business, providing services in respect of which personal relationships are a critical component of successful business development and high client retention rates. The departure of any of our senior executive officers or key revenue-generating employees could have an adverse effect on our business, and no assurance can be given that we would be able to find qualified replacements for any of those individuals if their services were no longer available for any reason. Our success will also depend upon our ability to recruit and retain qualified personnel to fill other positions. Demand for highly qualified and skilled employees is great and, accordingly, no assurance can be given that we will be able to hire or retain sufficient qualified personnel to meet our current and future needs. Carefully managed succession planning is also crucial to ensure our long-term, commercial success and may be difficult to implement.
Our corporate form and compensation structure could prove less attractive to existing or potential employees than the partnership structure more common in our industry, in which partners typically have a direct claim to business profits. In addition, the majority of restricted shares of our Common Stock issued to employees at the time of our admission to trading on AIM and whose vesting was conditional on such employees’ continued employment with us have now vested, and all remaining shares that were issued during that time will vest no later than December 16, 2026, which may provide less incentive to those employees to remain with the Company after they are fully vested. Unlike some of our competitors, we also generally do not pay commissions to our employees, but rather incentivize them through cash and stock bonuses as well as equity incentive awards which are largely discretionary and may be less effective at incentivizing our employees. Because some of our acquired member companies have certain acquisition-related bonus arrangements that provide for certain set levels of employee bonus pools, for example, as a percentage of member company profit, the employees of such member companies may in effect have a disproportionate claim on the funds available for Company bonus awards in any given year, which could reduce the bonus amounts paid to other employees which may impact their decision on whether to remain with the Company.
Our success depends on our ability to continue to develop and execute on our business strategy, in particular through future acquisitions and other strategic transactions.
A failure to continuously review and adapt our business strategy in light of changes in the markets in which we operate in could have an adverse impact on our revenues, operating costs and competitive advantage. There is a risk that if we fail to prepare or allocate sufficient resources to strategic planning, this may put us at a disadvantage to our competitors.
In particular, our growth to date has been driven in part through the acquisition and successful integration of other businesses in our industry, and we expect to make further business acquisitions and enter into other strategic transactions in the future. There are no guarantees that such transactions will complete or be successful if completed. Strategic transactions such as acquisitions pose a number of specific risks, including the following:
•It may be difficult to identify complementary candidate businesses or to consummate a strategic transaction with terms or structures that are favorable to us.
•We may lose attractive acquisition opportunities to competing bidders such as private equity firms, that have more financial resources and are typically able to pay a larger share of the purchase price in cash.
•We may experience difficulty, disruptions or unforeseen expenses when integrating financial, technological and other systems and may struggle to develop and maintain appropriate and effective internal controls.
•Acquisitions expose us to compliance obligations under multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy and data protection laws and regulations and the applicable laws and regulations of the various jurisdictions in which we operate. In particular, in the case of newly acquired operations outside the US, this may present increased cost and complexity in terms of regulatory compliance and monitoring, taxation and internal controls.
•We may incur significant compensation obligations to newly hired employees, including through earnout commitments provided for in the terms of acquisitions of new businesses.
•It may be difficult to effectively regulate and influence the operations of an acquired firm, which could result in damage to our reputation.
•We may experience difficulty with payment collections and longer payment cycles.
•Sourcing and integrating strategic transactions can involve significant costs and divert management’s attention from the existing business.
•It may be difficult to maintain our current client service standards while addressing the demands of identifying, completing and integrating new business acquisitions.
•Because the earnout provisions of our acquisition agreements typically provide for acceleration of earnout awards upon the termination without cause of a seller who stays on post-acquisition, the cost of terminating such employees may increase the cost of any future layoffs or termination for reasons which do not constitute cause.
•We may be reluctant to strictly enforce the terms of the purchase agreements for acquired companies against sellers, or to pursue damages for breaches of such agreements, where the sellers continue post-acquisition as employees and where such sellers’ continued involvement in the business may be crucial to realizing the value of the acquired company.
•Public disclosure of key terms of material acquisitions may reveal aspects of our bargaining position to sellers of future acquisition targets.
Any of the above factors could result in our inability to realize expected strategic benefits, growth, synergies and other financial benefits or efficiency gains from our future strategic transactions in the timeframe we anticipate
or at all, and, as a result, we may not be able to implement our growth strategies successfully. There can also be no assurance that we will be able to generate organic growth through our existing member companies in the future. The occurrence of any of the foregoing could have a material adverse effect on our business, results of operations, financial condition or prospects.
We may fail to adequately monitor or manage the activities of our member companies, which retain a high degree of autonomy under our business model.
Our strategy involves allowing our portfolio companies to operate relatively autonomously with limited interference in day-to-day operations by the Company. We ensure good governance and behavioral standards at each of our member companies, but the possibility of one or more companies within the Company group operating in a way that damages the reputation of the wider Company cannot be ruled out. Our management monitors each of the companies within the Company group, but does not do so on a day-to-day basis, which means that issues that could potentially be detrimental to the Company may not be immediately visible to us. Such issues could therefore escalate before we are able to take remedial action, and this could have a material adverse impact on the wider company.
We may not be able to compete effectively in new geographies, business lines, and our recently acquired businesses outside the US expose us to regulatory and compliance regimes with which we are relatively unfamiliar.
We completed our first business acquisition outside of the United States in June 2024 with the acquisition of London-based Pagefield, expanding the Company’s operations to the UK. In April 2025, we further expanded our territorial reach with the acquisition of TrailRunner, which has offices in London, Shanghai and the United Arab Emirates. In the future, we may also make further strategic acquisitions in these or other jurisdictions outside of the US. While our operations outside of the United States are conducted by local professionals deeply familiar with the markets and regulatory landscapes in which they operate and these companies retain their own compliance and internal reporting protocols to help ensure compliance with applicable law, these operations expose us to new markets, regulations and legal systems with which our management is less familiar and increase the costs and complexity of regulatory compliance and monitoring and operational and commercial coordination across businesses, and may divert management’s time. We may encounter heightened compliance risks in certain jurisdictions, immigration or visa issues with employee relocation or travel internationally, be exposed to regulations in one jurisdiction which may overlap with or be inconsistent with regulations in another jurisdiction or face litigation in distant forums.
In addition, we have in recent years expanded our service offerings to include compliance and legislative tracking and research services through our Compliance and Insights Services segment. While adjacent to our other client work, these operations involve a different customer base and competitive landscape and there can be no assurance that the Compliance and Insights Services segment will continue to grow, synergize with our other business lines or contribute meaningfully to our revenue and profitability in the future.
We operate in a fragmented and highly competitive industry, and we could lose employees and clients to new or existing competitors or otherwise fail to compete successfully.
We operate in a highly competitive environment. If we are not successful in anticipating and responding to competitive change, client preferences and needs or industry trends in a timely and cost-effective manner, it could have a material adverse effect on our business, financial condition, results of operations or prospects.
The public policy, advocacy and strategic communications markets are highly competitive, fragmented and subject to rapid change due to political uncertainty, technological disruption and regulatory changes. For example, while the lobbying business has to date not faced much disruption from digital technologies, the proliferation and use of digital content, communication and channels has significantly transformed the public relations industry and the way that communications and advocacy are delivered. Data analytics knowledge and tools are becoming increasingly valuable and are more often than not a required hiring criterion for all potential clients. A highly politicized culture, heightened consumer activism, and real-time engagement with stakeholders on social media have increased the costs and technical demands of monitoring, researching and responding to trends in public opinion and formulating effective crisis communication strategies.
Our primary competitors are global, national and regional communications firms, as well as, in some instances, in-house teams of our clients which have continued to add capabilities and expertise internally. Many of these direct competitors are subsidiaries of larger professional services platforms such as FSG Global, Edelman, and Teneo, who may be better able to invest in growth, respond to changes in the market or to compete for professionals by offering greater remuneration or other more favorable employment terms. Large law firms such as Dentons LLP, Holland & Knight LLP and Akin Gump Strauss Hauer & Feld LLP are also very active in the government relations industry and may, in some instances, have deeper relationships with clients based on existing legal engagements which potentially could advantage their selection in certain lobbying assignments.
In addition to the competitors described above, a high number of boutique firms or sole practitioners remain active in all segments of our market and may, in some areas, have advantages of greater agility, specific industry or issue expertise, or presence in a particular geography, enabling them to compete more effectively, either on specialization or pricing. As these small firms seek to gain market share, there could be increased pricing pressure or pressure to increase expenditure to fund our own organic or strategic growth, which could adversely affect our revenue and earnings.
We may face competition from parties who sell their businesses to us, from professionals in acquired businesses who do not continue working for us post-acquisition or from our own former employees.
In connection with business acquisitions, we routinely obtain client and employee non-competition and non-solicitation agreements from senior executives. Such agreements are intended to prohibit such individuals from competing with us during the term of their employment and for a fixed period afterwards and from seeking to solicit our employees or clients. The duration of post-employment, non-competition and non-solicitation agreements with the sellers of businesses or assets that we acquire typically continue for a period corresponding to the applicable earnout period, and, if later, one to two years after termination of employment. However, certain activities may be carved out of, or otherwise may not be prohibited by, such arrangements, and certain events may occur to shorten the restrictive period. In addition, there can be no assurance that a party from whom we acquire a business or assets, or an acquired company employee who does not remain with the company, will not compete with us or solicit our employees or clients in the future.
Many of our written employment arrangements with employees, and agreements with non-employee contractors, include restrictive covenants. However, our employees and other contracted professionals typically have close relationships with the clients they serve based on their expertise and bonds of personal trust and confidence. Therefore, the barriers to such professionals pursuing independent business opportunities or joining our competitors are relatively low. Although our clients generally contract for services with the Company, and not with an individual professional, in the event that a professional leaves, clients may decide that they prefer to continue working with that specific professional rather than with the Company. There can be no assurance that an employee or contractor will not compete with us or solicit our employees or clients in the future.
The law governing non-compete agreements and other forms of restrictive covenants varies from state to state. Some jurisdictions where we operate, including California and Washington, D.C., as well as the UK, prohibit or severely restrict employers from entering into non-compete agreements with employees or are reluctant to strictly enforce non-compete agreements and restrictive covenants, especially after termination of employment. Additionally, courts in the US and foreign jurisdictions may interpret restrictions on competition narrowly and in favor of employees or sellers. Therefore, certain restrictions on competition or solicitation may be unenforceable, and there can be no assurance that our non-compete agreements or non-solicitation agreements related to clients, employees or otherwise contracted professionals will be enforceable. In such event, we would be unable to prevent former employees or other professionals from competing with us or soliciting our clients, potentially resulting in the loss of some of our consulting agreements and other business.
In the event an employee departs and acts in a way that we believe violates his or her non-competition or non-solicitation agreement, we will consider any legal remedies against such person on a case-by-case basis. However, we may elect not to pursue legal remedies if we determine that preserving cooperation and a professional relationship with a former employee or his or her clients, or other concerns, outweighs the benefits of any possible legal recourse or the likelihood of success does not justify the costs of pursuing a legal remedy. Such persons,
because they have worked for us or a business that we acquire, may be able to compete more effectively with us, or be more successful in soliciting our employees and clients, than unaffiliated third parties.
Errors in our forecasting and planning, and in setting our financial and operational performance targets, may result in our financial performance being materially worse than expected. The non-GAAP financial metrics that our management uses to measure the success of our business model may not provide the best measurement of our operating performance and may not be comparable to similar metrics used by others in our industry.
Our financial targets are based on management’s estimates and assumptions that are subject to uncertainties and contingencies, and our actual results may be materially lower than our financial performance targets. We have various medium-term revenue growth targets across our member companies, in addition to other financial and operational targets. Although we evaluate our historical performance and strategy in setting these targets, no assurance can be given that we will achieve our targets, which could negatively impact our ability to implement our business strategy. Our strategy, evaluation and financial targets are based on estimates and assumptions that may prove to be inaccurate, including, without limitation, revenue generated by existing or new client engagements, appreciation of our share price and further implementation of connected and managed services, which are all subject to significant business, economic, market and operational uncertainties and contingencies, all of which are to a large extent beyond our control and may adversely affect our ability to achieve our targets. We may not be able to implement our strategy in a manner that generates revenue growth or achieves our other targets. In addition, we also estimate our effective tax rate and any change or incorrect assumption in the tax treatment of our profits may reduce the level of dividends, if any, received by our shareholders. Accordingly, the actual financial performance we achieve may be materially worse than expected, and we may experience a decline in revenue, which could have a materially adverse effect on our profitability and the price of our Common Stock.
Our management relies on a number of operational key performance indicators and non-GAAP financial metrics that we believe help us to gauge the underlying performance of our business and to manage it effectively, including Adjusted EBITDA, Adjusted Net Income and Adjusted Free Cash Flow. There can be no assurance, however, that these metrics are the most accurate or reliable measurements of our operating performance. For instance, while the financial statement line items excluded from Adjusted Net Income and Adjusted EBITDA calculations reflect expenses that we believe are not core to our operating activities, they do represent economic costs of our business model. In addition, such metrics may not be directly comparable to other, similar metrics used or reported by others in our industry, who may calculate performance metrics differently.
We are subject to macroeconomic and political risks that could negatively impact the demand for our services.
As a business, we do not work exclusively for, or favor, any particular political party over another and so have not experienced, nor do we expect to experience, adverse impacts specific to a change of partisan political control of either the legislative or executive branches of the US government. However, there can be no assurance, particularly in a climate of considerable political polarization, that we will not be negatively impacted in the future in our work with certain clients by our work for other clients, our employment of certain individuals or any of our employees’ or clients’ real or perceived association with a particular group or individual. During US federal election years, demand for our services tends to soften, particularly in the Corporate Communications & Public Affairs Consulting segment, as clients defer spending until after the election cycle. We may be negatively impacted by the suspension of certain US federal government operations in connection with the lapse of appropriations. In addition, we are sensitive to adverse economic and market factors. Our customers and the markets in which we operate could be negatively impacted by any of the following factors, which could cause a substantial decline in the demand for our services: declining economic conditions; political unrest; the level and volatility of interest rates; financial market volatility; concerns about inflation; changes in investor sentiment and consumer confidence levels; and legislative and regulatory changes. Uncertain economic prospects or a sustained period of financial instability could have a material adverse effect on our business, results of operations, financial condition and growth prospects.
We rely on certain third parties and third-party technology to provide our services and successfully implement our business strategy.
We may rely on third parties to provide certain services to our clients, including advertisement placement and management, video production and website development. Such services are typically sub-contracted by us to third-party providers as part of our wider service offering to our clients. Should a client be dissatisfied with the quality, timing or cost of any such third-party services, this could negatively impact our relationship with such client or our reputation more broadly. There can be no assurance that we will in the future be able to contract with suitable third parties on favorable terms or at all, or, absent such contracting, to provide all such services in-house to the standard, timing and cost expected by our clients, which could negatively impact our business. We also depend on third-party providers of telecommunications, internet, cloud infrastructure and AI services to operate our business efficiently. There can be no assurance that such providers will maintain reliable and efficient networks and quality of service, and the costs for such services may increase. An interruption to any of these services could be detrimental to our future business, operating results and/or profitability.
In certain circumstances, we may be liable for the acts or omissions of relevant partners. If a third party pursues claims against us as a result of the acts or omissions of such partners, our ability to recover from such parties may be limited. We are also dependent on our ability to pick appropriate technology partners to help deliver outcomes and solutions to clients. A failure to maintain relationships with and identify appropriate technology partners could affect both the potential profitability and saleability of our services offering.
Disruptions to our information technology systems or cybersecurity breaches could negatively impact our business.
The successful operation of our business depends upon maintaining the integrity of our computer, communication and information technology systems. These systems and operations are vulnerable to damage, breakdown or interruption from events which are beyond our control, such as fire, flood and other natural disasters; power loss or telecommunications or data network failures; improper or negligent operation of our system by employees, or unauthorized physical or electronic access and interruptions to internet system integrity generally as a result of cyber-attacks by computer hackers or viruses or other types of security breaches. Currently, we do not have a unified Company information technology infrastructure, or Company-wide support resources. Rather, each of our member companies is responsible for maintaining its own separate information technology infrastructure and forming and implementing its own operating cybersecurity policies and procedures. While we believe that this decentralized approach is suitable for our operations, and, by virtue of its structural redundancies, naturally helps to limit the scope of any individual system failure or cybersecurity breach, there can be no assurance that one or more of our member companies may not have inadequate information technology or cybersecurity infrastructure, support resources or policies, and that a system failure or cybersecurity breach affecting any such member company may not materially impact other member companies.
Further, any necessary modifications or upgrades to our information technology systems could result in interruption to our business and our ability to serve our clients. This could be harmful to our business, financial condition, results of operations, cash flows and prospects and could deter current or potential customers from using our services. There can be no guarantee that our security measures in relation to our computer, communication and information systems will protect us from all potential breaches of security and any such breach of security could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects.
Failure to comply with data privacy laws and regulations could adversely affect our business and reputation.
In the ordinary course of our business, we may collect, generate, use, store, process, disclose, transmit, share and transfer personal data and other sensitive information, including proprietary and confidential business data, trade secrets, intellectual property, and third-party data, through our information technology systems and those of third parties. Our collection and use of personal data may subject us to numerous data privacy and security obligations under various laws, regulations, industry standards, external and internal privacy and security policies and contractual requirements. In addition, ensuring the privacy and security of our communications and our clients’ data is critical to maintaining client relationships and our reputation in our industry.
In the US, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws and consumer protection laws. For example, in recent years, numerous US states including California, Virginia, Colorado, Connecticut, and Utah have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data, and provide for statutory fines for noncompliance. Outside the US, an increasing number of laws, regulations, and industry standards apply to data privacy and security. For example, the European Union’s General Data Protection Regulation (the “EU GDPR”), the UK’s GDPR (the “UK GDPR”) and the EU Digital Services Act impose strict requirements for processing personal data. For example, under the EU GDPR and UK GDPR, companies may face private litigation, temporary or definitive bans on data processing and fines of up to €20 million or £17.5 million, respectively, or 4% of annual global revenue, whichever is greater. In addition, the European Economic Area and the UK have significantly restricted the transfer of personal data to the US and other countries whose privacy laws it believes are inadequate. Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross-border data transfer laws.
Obligations related to data privacy and security are quickly changing and may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Complying with these obligations requires significant resources and may in the future necessitate changes to our information systems, policies and practices and to those of any third parties upon which we rely. If we or the third parties on which we rely fail, or are perceived to have failed, to address or comply with applicable data privacy and security obligations, we could face significant consequences, including, but not limited to government enforcement actions and litigation, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.
We operate in multiple jurisdictions and must comply with numerous applicable laws, including regarding restrictions on and reporting of lobbying activity. Should we fail to comply with such laws, the Company could face civil and criminal liability.
As a consulting business, we must comply with many laws and regulations which affect how we do business with our clients. Such laws and regulations may potentially impose added costs on our business and any failure to comply with such laws may lead to civil or criminal penalties or termination of our consulting contracts. Some significant laws and regulations that affect our business and our clients include:
•laws restricting lobbying activity and/or requiring registration and reporting obligations with respect to such activity, including the US Lobbying Disclosure Act of 1995 and the Foreign Agents Registration Act of 1938 (each as amended), US state-level regulations and, in the UK, the Transparency of Lobbying, Non-Party Campaigning and Trade Union Administration Act 2014;
•anti-corruption, sanctions, anti-bribery, anti-money laundering and similar laws, including the US Foreign Corrupt Practices Act of 1977 and the United Kingdom Bribery Act 2010 (each, as amended);
•laws, regulations, and executive orders restricting the disclosure and governing the security of sensitive personal information of our employees;
•US and UK securities laws and related regulations, including the rules applicable to AIM listed companies, the UK Market Abuse Regulation and the QCA Corporate Governance Code framework of the Quoted Companies Alliance (the “QCA Code”), which, among other things, have helped shape our corporate governance policies (See “Management—Our Board of Directors” for a discussion of key corporate governance policies);
•laws and regulations concerning taxes, including sales and use taxes, income tax and employment tax, changes to which may materially and adversely affect the results of operations;
•employment laws and regulations, which may classify personnel as an independent contractor or employee;
•environmental, social and governance regulations and disclosure requirements; and
•other federal, state and local and laws affecting conduct of business.
For additional information on regulations applicable to the Company, see “Business—Governmental Regulation.” In addition, the US government and state and local government adopt new laws, rules, and regulations from time to time that could have a material impact on our results of operations. For example, the US Department of Justice proposed significant changes to FARA regulations in December 2024 that would narrow existing exemptions and expand registration requirements, with final regulations expected in 2025. Adverse developments in legal or regulatory proceedings on matters relating to, among other things, contract interpretations and statute of limitations, could also result in materially adverse judgments, settlements, withheld payments, penalties, or other unfavorable outcomes.
We have identified a material weakness in our internal control over financial reporting. If we are unable to implement and maintain the effectiveness of our internal control over financial reporting, our investors may lose confidence in the accuracy and completeness of our financial reports, which could adversely affect our stock price.
During the preparation of our consolidated financial statements for the year ended December 31, 2024, we determined that certain cash flow items had been incorrectly classified within our consolidated statements of cash flows for the year ended December 31, 2023, specifically the classification of cash flow activities relating to cash payments for post-combination expenses in business combinations. Additionally, we identified that loss per share had not been calculated correctly under the provisions of GAAP.
As a result, we determined that there is a material weakness in our internal controls due to a lack of sufficient controls to ensure certain complex, non-routine transactions and disclosures are appropriately presented within our financial reporting. This material weakness was due to a lack of appropriate technical review and the absence of a formalized accounting policies specific to such transactions and the loss per share computation. In response to this material weakness, we are in the process of remediating our internal controls over financial reporting. Such remediation efforts include having created new positions within the finance department to which we have appointed, and are in the process of appointing, additional experienced GAAP and internal control reporting specialists, we have engaged third-party advisors to support our internal control testing and remediation efforts, we have begun a third-party risk assessment over our internal control environment and are reviewing and prioritizing individual control deficiencies for remediation. We are in the process of documenting and executing remediation action items.
Notwithstanding such remediation measures, however, there can be no assurance such remediation will be successful or that we will not fail to identify new material weaknesses or other deficiencies in our internal controls in the future. As a result of such historical or potential future deficiencies or material weaknesses, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our Common Stock could be adversely affected and we could become subject to litigation or investigations, which could require additional financial and management resources.
Pursuant to Section 404 of the Sarbanes-Oxley Act and the related rules adopted by the SEC and the Public Company Accounting Oversight Board (the “PCAOB”), starting with the second annual report that we file with the SEC after effectiveness of this prospectus, our management will be required to report on the effectiveness of our internal control over financial reporting. We may encounter problems or delays in completing the implementation of the changes necessary to our internal control over financial reporting to conclude such controls are effective. If we identify additional material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, investor confidence and our stock price could decline.
Additionally, when we cease to be an “emerging growth company” under Section 404 of the Sarbanes-Oxley Act, our independent registered public accounting firm may be required to express an opinion on the effectiveness of our internal controls. If our independent registered public accounting firm is unable to express an unqualified opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Common Stock to decline.
Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of Nasdaq rules. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could suffer if we were to report any additional material weaknesses in our internal controls over financial reporting. This could materially adversely affect the price of our Common Stock.
Servicing our debt requires a significant amount of cash, and our Bank Credit Facilities contain certain restrictive covenants, which could affect our ability to operate our business and implement our business plan.
Under the Bank Credit Facilities (as defined below), we have four senior secured term loans with an aggregate principal amount of $52.2 million outstanding as of June 30, 2025, and an additional senior secured facility under which we may borrow up to an additional $3.0 million. We may incur additional debt in the future to finance our strategic acquisitions, fund our operations or for other corporate purposes.
Our ability to make scheduled payments of the principal, to pay interest on and to refinance our indebtedness, including the Bank Credit Facilities, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. A portion of cash flow from operations is expected to be dedicated to the payment of principal and interest on our debt, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities, acquisitions and other general corporate purposes. Our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised as a result of such debt obligations. Our business may not generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate sufficient cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring our debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities on desirable terms or at all, which could result in a default on our debt obligations.
In addition, the Bank Credit Facilities contain certain restrictive covenants, including covenants restricting our ability to incur debt, undertake certain investments, pay dividends or make certain other payments, and require us to maintain a certain fixed charge coverage ratio, which could restrict our ability to implement our business strategy in the future. Our obligations under the Bank Credit Facilities are also secured by substantially all of our assets, and were we to default on our obligations under the Bank Credit Facilities, the lender could seek enforcement against any or all of our assets.
For further information on our outstanding debt, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Commitments and Contingencies—Financial Obligations.”
We may be subject to litigation, including securities litigation, or investigations by governmental or other bodies, and we may incur costs related to complying with investigations or litigation involving our clients and to which we are not a party.
We may be subject in the future to litigation involving our clients, competitors, employees, directors or third parties and may incur significant legal and other costs in connection with such litigation. As a result of being a US listed company, we may face increased risk of shareholder litigation, including securities law claims. We have historically had to incur costs related to complying with subpoenas for information in connection with litigation or investigations involving clients to which we were not a party. These included costs of counsel to advise on such information requests and on compliance with our confidentiality obligations to the relevant clients, and administrative costs related to complying with such information requests. We may in the future be subject to similar requests in connection with litigation or investigations involving our clients. While we generally seek indemnification for any such costs in our client agreements, not all client agreements include such indemnities, and there can be no assurance that we will be able to collect on such indemnities where they are provided. As a result, we could in the future incur substantial costs in relation to compliance with any such information requests.
We may not obtain insurance coverage to adequately cover all significant risk exposures.
There can be no assurance that we will be able to acquire or maintain insurance for all risks that may affect our business, that the amount of our insurance coverage will be adequate to cover all claims or liabilities, or that we will not be forced to bear substantial costs resulting from risks and uncertainties of business. It also may not be possible to obtain insurance to protect against all operational risks and liabilities. The failure to obtain adequate insurance coverage on terms favorable to us, or at all, could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.
Risks Related to the Offering and Our Common Stock
Our management team will have immediate and broad discretion over the use of the net proceeds from this offering and may not use them effectively.
We intend to use the net proceeds from this offering to fund working capital and for general corporate purposes, potentially including future acquisitions of new portfolio companies. See “Use of Proceeds.” However, our management will have broad discretion in the application of the net proceeds. Our stockholders may not agree with the manner in which our management chooses to allocate the net proceeds from this offering and will not have the opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately. The failure by our management to apply these funds effectively could have a material adverse effect on our business, financial condition and results of operation. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce value. The decisions made by our management may not result in positive returns on your investment and you will not have an opportunity to evaluate the economic, financial or other information upon which our management bases its decisions.
We may not be able to maintain compliance with Nasdaq’s listing standards, which could limit stockholders’ ability to trade our Common Stock.
As a listed company on Nasdaq, we will be required to meet certain financial, public float, bid price and liquidity standards on an ongoing basis in order to continue the listing of our Common Stock. If we fail to meet these continued listing requirements, our Common Stock may be subject to delisting, which could materially impact the liquidity of our Common Stock making it more challenging to buy and sell shares of our Common Stock.
The market price and trading volume of our Common Stock may be volatile and may be affected by economic conditions beyond our control.
There can be no assurance that the trading market for our Common Stock will be sufficiently liquid to accommodate the sale of your Common Stock, and the trading volume of our Common Stock may fluctuate and cause significant price variations to occur. The market price of our Common Stock may be highly volatile and subject to wide fluctuations. If the market price of our Common Stock declines significantly, you may be unable to resell your Common Stock at a competitive price. We cannot assure you that the market price of our Common Stock will not fluctuate or significantly decline in the future.
Some specific factors that could negatively affect the price of our Common Stock or result in fluctuations in their price and trading volume include:
•actual or expected fluctuations in our prospects or operating results;
•additions or departures of our key personnel;
•changes or proposed changes in laws, regulations or tax policy;
•sales or perceived potential sales of our Common Stock by us or our directors, senior management or stockholders in the future;
•announcements or expectations concerning additional financing efforts or business acquisitions;
•negative publicity about us, our management, or our industry in general; and
•conditions in the US and global financial markets, or in our industry in particular, or changes in general economic conditions.
The initial public offering price of our Common Stock may not be indicative of the market price of our Common Stock after this offering.
The initial public offering price was determined by negotiations between us, the selling shareholders, and representatives of the underwriters, based on numerous factors which we discuss in the section titled “Underwriting,” and may not be indicative of the market price of our Common Stock after this offering. If you purchase our Common Stock, you may not be able to resell those shares at or above the initial public offering price.
We will incur increased costs and our management will face increased demands as a result of operating as a company listed on Nasdaq and subject to Exchange Act reporting and other obligations.
As a Nasdaq listed company and SEC registrant, we will be subject to certain reporting and other obligations which will result in significant legal, accounting and other expenses that we did not incur prior to Nasdaq listing. For example, we will need to maintain certain additional internal controls, disclosure controls and procedures and prepare and distribute periodic public reports. We will be required to ensure that we have the ability to prepare consolidated financial statements that comply with SEC reporting requirements on a timely basis, and will be subject to other reporting and corporate governance requirements, including Nasdaq listing standards and certain provisions of the Sarbanes-Oxley Act and the regulations promulgated thereunder, which impose significant compliance obligations upon us. We will also be required to maintain a majority independent board of directors and maintain board committees that meet independence and other requirements that may differ from those to which we have been subject historically. There can be no assurance that our board of directors, as thus reconstituted, will continue to be as effective as it has been historically or that we will not experience challenges in the transition to Nasdaq compliant corporate governance arrangements.
As a public company, we will be required to commit significant resources and management time and attention to these requirements, which will cause us to incur significant costs and which may place a strain on our systems and resources. As a result, our management’s attention might be diverted from other business concerns. In addition, we might not be successful in implementing these requirements. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act, the Dodd-Frank Act and related regulations implemented by the SEC and Nasdaq, are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. We are currently evaluating and monitoring developments with respect to new and proposed rules and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. Being a Nasdaq listed company subject to these new rules and regulations may make it more expensive for us to obtain director and officer liability insurance. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and attract and retain qualified executive officers.
We may face increased risks of shareholder activism, particularly if our US and institutional investor base grows as a result of this offering or our US listing, which could divert management attention and impact our ability to execute on our current business plan.
The increased costs associated with operating as a Nasdaq listed company may decrease our net income and may cause us to reduce costs in other areas of our business or increase the prices of our services to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business
concerns, they could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.
If our operating and financial performance in any given period does not meet or exceed the guidance that we provide to the public, the market price of our Common Stock may decline.
We may, but are not obligated to, provide public guidance on our expected operating and financial results for future periods. If we elect to issue such guidance, it will be composed of forward-looking statements subject to the risks and uncertainties described in this prospectus. Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of economic uncertainty. If, in the future, our operating or financial results for a particular period do not meet any guidance we provide or the expectations of investment analysts, or if we reduce our guidance for future periods, the market price of our Common Stock may decline.
You may be diluted by future issuances of preferred stock or additional Common Stock in connection with our employee incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.
We may from time to time issue new Common Stock, preferred stock, debt instruments or other securities convertible into Common Stock under employee incentive plans, in connection with investments or business acquisitions or to raise funds. Our certificate of incorporation authorizes us to issue one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over Common Stock respecting dividends and distributions, as our board of directors may determine (subject, for so long as our Common Stock is admitted for trading on AIM, to approval at a general meeting by shareholders at which a quorum is present by 75% of the votes cast on the matter). The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our Common Stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might grant to holders of preferred stock could affect the residual value of our Common Stock.
The Company cannot predict the size or price of future issuances of Common Stock or the size or terms of future issuances of preferred stock or debt instruments or other securities convertible into Common Stock, or the effect, if any, that future issuances and sales of the Company’s securities will have on the market price of the Common Stock. Sales or issuances of substantial numbers of shares of Common Stock or preferred stock, or the perception that such sales or issuances could occur, may adversely affect the prevailing market price of the Common Stock. With any additional sale or issuance of Common Stock or preferred stock, or securities convertible into Common Stock, investors will suffer dilution to their voting power and the Company may experience dilution in its earnings per share.
The dual listing of our Common Stock is costly to maintain, may adversely affect the liquidity and value of our Common Stock and may increase our exposure to securities litigation.
Our Common Stock trades on AIM and, assuming Nasdaq approves the listing application for the Common Stock, will be listed on Nasdaq. We plan for the foreseeable future to maintain a dual listing, which will generate additional costs, including increased legal, accounting, investor relations and other expenses that we did not incur prior to the listing of our Common Stock on Nasdaq, in addition to the costs associated with the additional reporting requirements described elsewhere in this prospectus. We cannot predict the effect of this dual listing on the value of our Common Stock. However, the dual listing of Common Stock may dilute our liquidity in one or both markets and may adversely affect the development of an active trading market for our Common Stock in the US.
Further, being a UK listed company and a US public company with Common Stock admitted to trading on AIM impacts the disclosure of information and requires compliance with two sets of applicable rules. From time to time, this may result in uncertainty regarding compliance matters and result in higher costs necessitated by legal analysis of dual legal regimes, ongoing revisions to disclosure and adherence to heightened governance practices. As a result of the enhanced disclosure requirements of the US securities laws, business and financial information that we report is broadly disseminated and highly visible to investors, which may increase the likelihood of threatened or actual
litigation, including by competitors and other third parties, which could, even if unsuccessful, divert financial resources and the attention of our management and key employees from our operations.
Dividends may not be declared or paid to holders of our Common Stock.
The declaration and payment of dividends by us will be at the sole discretion of our board of directors. While historically, we have issued dividends from the Company’s adjusted net profit after tax, our dividend policy may change and there can be no assurance that any dividends will be declared or paid. For example, in January 2025, we reduced our dividend rate by approximately one half in order to retain more cash within the business to fund continued growth in the business.
Our dividend policy is within the discretion of our board of directors and will depend upon then-existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory or contractual restrictions on our ability to pay dividends and other factors our board of directors may deem relevant. In addition, the Bank Credit Facilities place, and future debt agreements may place, certain restrictions on our ability to pay cash dividends on our Common Stock. Should our board of directors decide not to declare a dividend, your only opportunity to achieve a return on your investment may be if the price of our Common Stock appreciates, which cannot be ensured.
We are an emerging growth company, and the reduced disclosure requirements applicable to emerging growth companies may make our Common Stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions until such time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (ii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, (iii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period or (iv) the last day of the fiscal year after the fifth anniversary of the date of the first sale of common equity securities under an effective registration statement as an emerging growth company.
It is possible that some investors will find our Common Stock less attractive as a result of the foregoing, which may result in a less active trading market for our Common Stock and higher volatility in our stock price.
Our employees, management and principal stockholders own the majority of our stock and will be able to exert control over matters subject to stockholder approval.
As of October 3, 2025, our executive officers and directors and their respective affiliates in aggregate held, directly or indirectly, 16.6% of our outstanding Common Stock, and our employees held a further 56.6% of our Common Stock. We presently expect affiliate and other employee shareholders to sell, in aggregate, approximately 650,000 shares of common stock in this offering, representing approximately 2.6% of the shares of the Company’s common stock outstanding as of October 3, 2025.We are not aware of any intention by any such persons to act in concert or otherwise in order to control matters requiring stockholder approval. However, to the extent that the same group continue to own a significant percentage of our Common Stock, these stockholders, collectively, will be able to exert significant control over the management and affairs of our company and most matters requiring stockholder approval, including the election of directors, amendments of our organizational documents and approval of any merger, sale of substantially all our assets or other significant corporate transactions. Such shareholders, particularly
those who are directors, officers or employees of the Company, may have interests that differ from the interests of other shareholders. This concentration of ownership may also prevent or discourage unsolicited acquisition proposals or offers for our Common Stock, or nomination of potential directors, that you or other stockholders may feel are in your or their best interest as one of our stockholders.
Provisions of our certificate of incorporation and bylaws may delay or prevent a takeover that may not be in the best interests of our stockholders.
Provisions of our certificate of incorporation and bylaws may be deemed to have anti-takeover effects which may delay, defer or prevent a takeover attempt (which include, among others, provisions for (i) a classified board of directors serving staggered three-year terms, (ii) who can fill vacancies of our board of directors and (iii) when and by whom special meetings of our stockholders may be called).
Our certificate of incorporation provides for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our certificate of incorporation provides that, unless otherwise consented to by us, the Court of Chancery of the State of Delaware, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company; (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the shareholders; (c) any action asserting a claim against the Company arising pursuant to any provision of the Delaware Corporation Law, our certificate of incorporation or our bylaws; (d) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or our bylaws; or (e) any action asserting a claim against the Company governed by the internal affairs doctrine. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the US Securities Act, or under Nasdaq or AIM rules.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. As noted above, our certificate of incorporation provides that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act. Due to the concurrent jurisdiction for federal and state courts created by Section 22 of the Securities Act over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, there is uncertainty as to whether a court would enforce the exclusive forum provision. Investors also cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
We believe our choice of forum provision may benefit us by providing increased consistency in the application of Delaware law by chancellors and judges particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. However, our choice of forum provision may impose additional litigation costs on stockholders in pursuing claims and may limit a stockholder’s ability to bring a claim in a judicial forum that it believes to be favorable for disputes with us or any of our directors, officers or other employees, which may discourage lawsuits with respect to such claims. In addition, while the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the choice of forum provision, and there can be no assurance that such provision will be enforced by a court in those other jurisdictions. If a court were to find the choice of forum provision in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition, results of operations, cash flows and prospects.
Sales by existing shareholders can reduce share prices.
Sales of a substantial number of shares of our Common Stock in the public market could occur at any time. Such sales, or any market perception that substantial holders of our Common Stock intend to sell our Common Stock, could reduce the market price of our Common Stock. If this occurs and continues, it could impair the Company’s ability to raise additional capital through the sale of securities. In addition, as currently unvested shares of our Common Stock held by our employees vest over time, and as we issue earnout shares pursuant to the historical acquisition agreements relating to our acquired member companies, the number of shares of Common Stock which may be sold will increase, which could reduce the market price of our Common Stock.
The Company is a holding company and, as such, it depends on its subsidiaries for cash to fund its operations and expenses.
The Company is a holding company and essentially all of its assets are its equity ownership interests in its subsidiaries. As a result, investors in the Company are subject to the risks attributable to its subsidiaries. As a holding company, the Company conducts all of its business through its subsidiaries. Therefore, our ability to fund and conduct our business, service our debt and pay dividends, if any, in the future will principally depend on the ability of our subsidiaries to generate sufficient cash flow to make upstream cash distributions to us. Our subsidiaries are separate legal entities, and although they are wholly-owned and controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends or otherwise. The ability of these entities to pay dividends and other distributions will depend on their operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing any debt obligations. In the event of a bankruptcy, liquidation or reorganization of any of the Company’s material subsidiaries, holders of indebtedness and trade creditors may be entitled to payment of their claims from the assets of those subsidiaries before the Company.
Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
Our certificate of incorporation provides that we will indemnify our directors and officers, in each case, to the fullest extent permitted by Delaware law. Our certificate of incorporation also allows our board of directors to indemnify other employees. This indemnification will extend to the payment of judgments in actions against officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Company or amounts paid in settlement to the Company. This indemnification will also extend to the payment of attorneys’ fees and expenses of officers and directors in suits against them where the officer or director acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. This right of indemnification is not exclusive of any right to which the officer or director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and directors.
Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Common Stock.
Securities research analysts may establish and publish their own periodic projections for our Company. These projections may vary widely and may not accurately predict the results we actually achieve. The price of our Common Stock may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our stock price or trading volume could decline.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations of, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our stockholders. Our forward-looking statements include information in this prospectus regarding general domestic and global economic conditions and the expected performance of our business. There may be events in the future, however, that we are not able to predict accurately or control.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The factors listed under “Risk Factors,” as well as any cautionary language in this prospectus, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in the forward-looking statements contained in this prospectus. The occurrence of the events described in these risk factors and elsewhere in this prospectus could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this prospectus speaks only as of its date. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised to consult any additional reports that we in the future may file with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
The following factors are among those that may cause actual results to differ materially from the forward-looking statements in this prospectus:
•reduction in the demand for our services from clients;
•damage to our reputation in our industry;
•loss of key personnel;
•inability to successfully implement our business strategy, including through future acquisitions or other strategic transactions;
•failure to adequately coordinate and monitor our operating subsidiaries;
•our inability to compete effectively outside the US or in new business lines;
•loss of employees or clients to new or existing competitors;
•competition from parties who sell their businesses to us or from professionals who depart such companies following the companies’ acquisition by us;
•errors in forecasting and planning, setting operation and financial performance targets or relying on non-GAAP financial metrics which may not provide the best measurement of our performance or may not be comparable with similar measures used by our competitors;
•macroeconomic and political risks;
•reliance on third-party suppliers and third-party technology;
•cybersecurity breaches or disruptions to our information technology systems;
•failure to comply with data privacy laws;
•failure to comply with regulations applicable to lobbying activities or other aspects of our business;
•failure to maintain effective internal controls over financial reporting; and
•the costs of servicing our debt, and the restrictions placed on our operations under related debt agreements.
USE OF PROCEEDS
We estimate that the net proceeds to us from the sale of shares of our Common Stock in this offering will be approximately $ million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. This assumes an initial public offering price of $ per share, which is the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on ___, 2025. If the underwriters exercise their over-allotment option to purchase additional shares in full, the net proceeds to us will be approximately $ million.
We intend to use the proceeds to the Company of this offering to fund working capital and for general corporate purposes, potentially including future acquisitions of new portfolio companies. However, we have not executed any pending letters of intent or contracts to acquire, and have no definite plans for and are not engaged in advanced negotiations regarding, any specific acquisitions at this time. We will not receive any proceeds from the sale of Common Stock by the selling shareholders.
Assuming no exercise of the underwriters’ over-allotment option to purchase additional shares, a $1.00 increase (decrease) in the assumed initial public offering price of $ per share (US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on ___, 2025) would increase (decrease) the net proceeds to us from this offering by $ million, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us.
An increase or decrease of one million shares of Common Stock sold in this offering by us would increase or decrease, as applicable, our net proceeds, after deducting the underwriting discount and estimated offering expenses payable by us, by $ , based on an assumed initial public offering price of $ per share, which is the midpoint of the estimated public offering price range on the cover page of this prospectus.
CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2025:
•on an actual basis; and
•on an as adjusted basis, after giving effect to the issuance and sale of shares of our Common Stock offered by us in this offering at an assumed offering price of $ [ ] per share, which is the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on ___, 2025, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and the application of such proceeds as described in the section entitled “Use of Proceeds.”
You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes appearing elsewhere in this prospectus.
| | | | | | | | | | | | | | |
| | As of June 30, 2025 |
| | Actual | | As Adjusted (1)(2) |
| ($ in thousands) | | | | (unaudited) |
Cash and cash equivalents | | $ | 9,792 | | | |
| Total long-term debt | | (43,921) | | | [ ] |
| Stockholders' equity: | | | | |
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 24,906,406 and 24,017,597 shares issued and outstanding, respectively | | 23 | | | [ ] |
| Additional paid-in capital | | 217,153 | | | [ ] |
| Accumulated deficit | | (137,834) | | | [ ] |
| Accumulated other comprehensive loss | | 1,706 | | | [ ] |
| Total stockholders’ equity | | 81,048 | | | [ ] |
| Total capitalization | | 127,967 | | | [ ] |
___________________
(1)A $1.00 increase (decrease) in the assumed initial public offering price of $[ ]per share, which is the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on ___, 2025, would increase (decrease) the net proceeds to us from this offering by $ [ ] million, assuming the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting the assumed underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1.0 million shares from the expected number of shares to be sold by us in this offering, assuming no change in the assumed initial public offering price per share, which is the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on ___, 2025, would increase (decrease) our net proceeds from this offering by $ [ ] million.
(2)We intend to use the net proceeds from this offering to fund working capital and for general corporate purposes, potentially including future acquisitions of new portfolio companies. See “Use of Proceeds.” The number of shares of our Common Stock that will be outstanding after this offering is based on 24,906,406 shares of our Common Stock outstanding as of June 30, 2025, and excludes:
•[ ] shares of Common Stock issuable upon the exercise of options to purchase shares of our Common Stock outstanding as of June 30, 2025 with a weighted average exercise price of $11.8 (GBP 8.60) per share;
•[ ] shares of Common Stock issuable upon the vesting of outstanding awards of deferred restricted stock units;
•[ ] shares of Common Stock to be issued as earnout consideration pursuant to purchase agreements relating to the historical acquisitions of member companies; and
•[ ] shares of Common Stock available for future issuance under our Omnibus Incentive Plan.
DIVIDEND POLICY
We currently intend to pay out dividends at a payout ratio of approximately 30% of Adjusted Net Income. We define Adjusted Net Income as net income excluding the impact of long-term incentive program charges, share-based accounting charges, post-combination compensation charges, change in fair value of contingent consideration, gain on bargain purchase price net of deferred taxes and amortization of intangible assets. This policy is, however, subject to change. The declaration and payment of dividends by the Company is at the sole discretion of our board of directors, and there can be no assurance that any dividends will be paid in or for any given period.
Accordingly, you may need to sell your shares of our Common Stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them. See “Risk Factors—Risks Related to the Offering and Our Common Stock —Dividends may not be declared or paid to holders of our Common Stock.”
DILUTION
If you invest in our Common Stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of Common Stock and the net tangible book value per share of our Common Stock as adjusted to give effect to this offering. Dilution results from the fact that the per share offering price of the Common Stock is substantially in excess of the book value per share attributable to the shares of Common Stock held by existing stockholders.
As of June 30, 2025, we had a net tangible book value of $(27.0) million, or $(1.09) per share. Net tangible book value per share represents the amount of our total tangible assets less our total liabilities divided by the number of shares of our Common Stock outstanding as of June 30, 2025 (excluding shares of Common Stock issuable upon exercise of outstanding options and restricted stock units, which are not included within stockholders’ equity).
After giving effect to the sale of shares of Common Stock that we are offering hereby at an assumed initial public offering price of $ per share, the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on ___, 2025, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the application of such proceeds as described in the section entitled “Use of Proceeds,” our pro forma net tangible book value (deficit) as adjusted to give effect to this offering as of June 30, 2025 would have been approximately $ million, or approximately $ per share of Common Stock. This amount represents an immediate increase in net tangible book value of $ per share to our existing stockholders and an immediate dilution in net tangible book value of approximately $ per share to new investors purchasing shares of Common Stock in this offering at the assumed initial offering price.
Dilution per share to new investors is determined by subtracting pro forma net tangible book value (deficit) per share from the amount of cash that a new investor paid for a share of Common Stock.
The following table illustrates this dilution (without giving effect to any exercise by the underwriters of their over-allotment option to purchase additional shares):
| | | | | | | | | | | |
| Assumed initial public offering price per share | | | [ ] |
Net tangible book value per share as of June 30, 2025 | | | (1.09) | |
| Increase in net tangible book value per share attributable to new investors purchasing Common Stock in this offering and the use of proceeds from this offering | | | $ | | |
| Pro forma net tangible book value per share after giving effect to this offering | | | $ | | |
| Dilution per share to new investors purchasing Common Stock in this offering | | | $ | | |
The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering. Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on ___, 2025, would increase (decrease) our pro forma net tangible book value per share after giving effect to this offering by approximately $ per share, and increase (decrease) the dilution in the pro forma net tangible book value per share to new investors by approximately $ per share, in each case, assuming that the number of shares of Common Stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions.
Each increase (decrease) of 1.0 million shares in the number of shares of Common Stock offered by us would increase (decrease) our pro forma net tangible book value per share after giving effect to this offering by approximately $ per share and decrease (increase) the dilution to investors participating in this offering by approximately $ per share, in each case assuming that the assumed initial public offering price remains the same, and after deducting the underwriting discounts and commissions.
Sales by the selling shareholders in this offering will cause the number of shares held by existing stockholders to be reduced to shares, or % of the total number of shares of our Common Stock outstanding
immediately after the completion of this offering, and will increase the number of shares held by new investors to shares, or % of the total number of shares of our Common Stock outstanding immediately after the completion of this offering.
If the underwriters exercise their over-allotment option to purchase additional shares in full, the pro forma net tangible book value after giving effect to the offering would be $ per share, the increase in pro forma net tangible book value per share to existing stockholders would be $ per share and the dilution per share to new investors would be $ per share, in each case after giving effect to the offering and assuming an initial public offering price of $ per share, the US-dollar equivalent of the closing price of our Common Stock on the AIM Market of the London Stock Exchange on ___, 2025.
The number of shares of our Common Stock that will be outstanding after this offering is based on 24,906,406 shares of our Common Stock outstanding as of June 30, 2025, and excludes:
• shares of Common Stock issuable upon the exercise of options to purchase shares of our Common Stock outstanding as of June 30, 2025 with a weighted average exercise price of $11.80 (GBP 8.60) per share;
• shares of Common Stock issuable upon the vesting of outstanding awards of deferred restricted stock units;
• shares of Common Stock to be issued as earnout consideration pursuant to purchase agreements relating to the historical acquisitions of member companies; and
• shares of Common Stock available for future issuance under our Omnibus Incentive Plan.
To the extent any outstanding options are exercised, there will be further dilution to new investors. If all of such outstanding options had been exercised as of June 30, 2025, the pro forma net tangible book value per share after giving effect to this offering would be $ , and total dilution per share to new investors would be $ .
If the underwriters exercise their over-allotment option to purchase additional shares in full, our existing stockholders would own %, and the investors purchasing shares of our Common Stock in this offering would own % of the total number of shares of our Common Stock outstanding immediately after completion of this offering.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), summarizes the significant factors affecting the operating results, financial condition and liquidity, and cash flows of the Company as of and for the years ended December 31, 2024, and 2023; and for the three and six months ended June 30, 2025 and 2024 . This MD&A should be read in conjunction with our consolidated financial statements, the accompanying notes to the consolidated financial statements and the other financial information included in this prospectus. Except for historical information, the matters discussed in this MD&A contain various forward-looking statements that involve risks and uncertainties and are based upon judgments concerning various factors beyond our control. Our actual results could differ materially from those anticipated in these forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by applicable law.
Overview
Through our wholly-owned subsidiaries, we operate a portfolio of firms that offer global strategic communications services, including government relations, corporate communications, public affairs, research, crisis management, financial communications and investor relations, and creative communications delivery. We are active in all major sectors of the economy, including healthcare and pharmaceuticals, asset management and financial services, energy, technology, telecoms and transportation. Our services help clients to enhance, fortify, and defend their reputations, advance corporate strategy, manage regulatory risk and opportunities, and maintain productive, ongoing engagement with their most important stakeholders including federal and state-level policy makers, financial stakeholders, employees, customers, media and the general public.
Across our member companies, our business comprises three reporting segments—Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services—corresponding to the different types of strategic communications services our member companies provide to our clients:
•Government Relations Consulting services include advocacy, strategic guidance, political intelligence and issue monitoring at the US federal and state levels and internationally through our offices in London, Shanghai, Abu Dhabi and Dubai;
•Corporate Communications & Public Affairs Consulting services include crisis communications, community relations, social and digital media, public opinion research, branding and messaging, relationship marketing and litigation support; and
•Compliance and Insights Services include compliance services and legislative tracking.
As of October 3, 2025, we had more than 1,300 active client relationships, reflecting organic growth and the completion of the recent TrailRunner acquisition with no single client representing more than 2.0% of overall revenues. Our client portfolio includes clients in the healthcare and pharmaceuticals, defense and aerospace, agriculture, financial services, energy, technology, telecom and transportation sectors. We also have a track record of high client retention, with an average annual renewal rate of approximately 78.3% and an average revenue retention rate of 84.4% between 2020 to 2024.
From January 1, 2018 to December 31, 2024, we achieved revenue growth of 28.1% CAGR, with organic revenue growth of 15.6% CAGR over the same period.
Recent Developments
On September 29, 2025 , our board of directors approved an amendment to our amended and restated certificate of incorporation to effect the Reverse Stock Split of our Common Stock, including all unvested Common Stock, at a ratio of one share for every five shares. The Reverse Stock Split was effective on October 2, 2025. The authorized
number of shares, and par value per share, of Common Stock are not affected by the Reverse Stock Split. Under the terms of the Reverse Stock Split, the number of shares awarded, issuable upon exercise of options awarded or issued or issuable pursuant to other equity awards under our Omnibus Incentive Plan, and the exercise price of such options, have been adjusted on a pro rata basis.
We announced the earnings-accretive acquisition of Pine Cove for initial consideration of $3.0 million in July 2025, comprising $2.6 million in cash and 42,830 of new shares of Common Stock. Closing occurred on August 1, 2025. Pine Cove is a strategic consulting firm that serves as a long-term partner to clients ranging from start-ups to established businesses and Fortune 500 companies. It advises and supports clients in navigating regulatory and complex business challenges. There are additional contingent payments, up to $10.0 million, that Pine Cove can earn in the future depending on certain operating results that are achieved. The acquisition is in line with our growth strategy to expand into certain key US state capitals, complementing our federal capabilities with best-in-class local market expertise. Texas, as one of the largest state economies and most consequential for public policy activities, has long been one of our stated priorities for local government relations expansion. Austin, the capital of Texas, is a critical nexus of business, politics, and regulatory affairs. Together with the April 2025 acquisition of TrailRunner International, this acquisition enhances our ability to deliver top-tier strategic communications and government relations services across Texas, supporting clients at greater scale both locally and nationally. Pine Cove will become PPHC's third state government relations operation, alongside KP Public Affairs (California) and O'Neill and Associates (Massachusetts). Combined with MultiState's 50-state reach, this further strengthens PPHC's leadership in the fragmented state government relations market. The business assets of Pine Cove Capital, LLC were acquired through a newly formed wholly-owned subsidiary, Pine Cove Strategies, LLC, which will retain its brand and operate independently.
Comparison of the three and six months ended June 30, 2025 and June 30, 2024
Results of operations for the three and six months ended June 30, 2025 and June 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands, except percentages) |
| | Three months ended June 30, |
| | 2025 | | 2024 | | $ Change | | % Change |
| Revenue | | $ | 48,588 | | | $ | 36,502 | | | $ | 12,086 | | | 33.1 | % |
| Operating expenses: | | | | | | | | |
| Salaries and other personnel costs | | 38,784 | | | 29,413 | | | 9,371 | | | 31.9 | % |
| Office and other direct costs | | 1,812 | | | 1,396 | | | 416 | | | 29.8 | % |
| Cost of services | | 40,596 | | | 30,809 | | | 9,787 | | | 31.8 | % |
| General and administrative | | 9,537 | | | 6,431 | | | 3,106 | | | 48.3 | % |
Mergers and acquisitions expense | | 82 | | | 1,401 | | | (1,319) | | | (94.1) | % |
| Depreciation and amortization expense | | 1,577 | | | 991 | | | 586 | | | 59.1 | % |
| Change in fair value of contingent consideration | | 1,693 | | | 1,636 | | | 57 | | | 3.5 | % |
| Total operating expenses | | 53,485 | | | 41,267 | | | 12,218 | | | 29.6 | % |
Loss from operations | | (4,897) | | | (4,765) | | | (132) | | | 2.8 | % |
| Gain on bargain purchase | | — | | | 2,356 | | | (2,356) | | | (100.0) | % |
| Interest income | | 29 | | | 98 | | | (69) | | | (70.4) | % |
| Interest expense | | (865) | | | (369) | | | (496) | | | 134.4 | % |
| Other expense | | (22) | | | — | | | (22) | | | — | |
Net loss before income taxes | | (5,755) | | | (2,680) | | | (3,075) | | | 114.7 | % |
| Income tax expense | | 24 | | | (2,486) | | | 2,510 | | | (101.0) | % |
Net loss | | $ | (5,730) | | | $ | (5,166) | | | $ | (564) | | | 10.9 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands, except percentages) |
| | Six months ended June 30, |
| | 2025 | | 2024 | | $ Change | | % Change |
Revenue | | $ | 87,899 | | | $ | 71,134 | | | $ | 16,765 | | | 23.6 | % |
Operating expenses: | | | | | | | | |
| Salaries and other personnel costs | | 72,665 | | | 58,948 | | | 13,717 | | | 23.3 | % |
Office and other direct costs | | 3,286 | | | 2,734 | | | 552 | | | 20.2 | % |
Cost of services | | 75,951 | | | 61,683 | | | 14,268 | | | 23.1 | % |
General and administrative | | 17,025 | | | 12,611 | | | 4,414 | | | 35.0 | % |
Mergers and acquisitions expense | | 276 | | | 1,557 | | | (1,281) | | | (82.3) | % |
Depreciation and amortization expense | | 2,768 | | | 1,858 | | | 910 | | | 49.0 | % |
Change in fair value of contingent consideration | | 2,676 | | | 2,264 | | | 413 | | | 18.2 | % |
Total operating expenses | | 98,697 | | | 79,972 | | | 18,724 | | | 23.4 | % |
Loss from operations | | (10,798) | | | (8,838) | | | (1,959) | | | (22.2) | % |
Gain on bargain purchase | | — | | | 2,464 | | | (2,464) | | | (100.0) | % |
Interest income | | 62 | | | 98 | | | (36) | | | (36.7) | % |
Interest expense | | (1,500) | | | (598) | | | (902) | | | (150.8) | % |
| Other expense | | (22) | | | — | | | (22) | | | — | |
Net loss before income taxes | | (12,258) | | | (6,875) | | | (5,383) | | | (78.3) | % |
Income tax expense | | (4,088) | | | (3,707) | | | (381) | | | (10.3) | % |
Net loss | | $ | (16,346) | | | $ | (10,581) | | | $ | (5,764) | | | (54.5) | % |
Revenue
We generate substantially all of our revenue by providing consulting services related to Government Relations, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services, primarily through fixed-fee arrangements whereby the client pays a fixed monthly retainer or subscription amount in exchange for a predetermined set of professional services. We recognize retainer revenue over time by measuring the progress toward complete satisfaction of the performance obligation. We also generate a smaller portion of our revenue from project-specific revenues which was 9.0%, 8.5%, 4.2%, and 4.4% for the three and six months ended June 30, 2025 and 2024, respectively.
The components of fluctuations in revenue by reportable segment for the three and six months ended June 30, 2025, and June 30, 2024, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands, except percentages) | | | | |
| June 30, 2025 | | June 30, 2024 | | | | |
| Revenue from acquisitions | | Organic revenue | | Total revenue | | Total revenue | | Organic Revenue Growth(1) | | Total Growth |
| Government Relations Consulting | $ | 356 | | | $ | 26,945 | | | $ | 27,301 | | | $ | 25,501 | | | 5.7 | % | | 7.1 | % |
| Corporate Communications & Public Affairs Consulting | 7,975 | | | 10,169 | | | 18,144 | | | 8,336 | | | 22.0 | % | | 117.7 | % |
| Compliance and Insights Services | — | | | 3,143 | | | 3,143 | | | 2,667 | | | 17.8 | % | | 17.8 | % |
| Total | $ | 8,331 | | | $ | 40,257 | | | $ | 48,588 | | | $ | 36,504 | | | 10.3 | % | | 33.1 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands, except percentages) | | | | |
| June 30, 2025 | | June 30, 2024 | | | | |
| Revenue from acquisitions | | Organic revenue | | Total revenue | | Total revenue | | Organic Revenue Growth(1) | | Total Growth |
| Government Relations Consulting | $ | 1,051 | | | $ | 52,414 | | | $ | 53,465 | | | $ | 50,329 | | | 4.1 | % | | 6.2 | % |
Corporate Communications & Public Affairs Consulting | 10,332 | | | 17,824 | | | 28,156 | | | 15,537 | | | 14.7 | % | | 81.2 | % |
Compliance and Insights Services | — | | | 6,277 | | | 6,277 | | | 5,267 | | | 19.2 | % | | 19.2 | % |
| Total | $ | 11,384 | | | $ | 76,515 | | | $ | 87,899 | | | $ | 71,134 | | | 7.6 | % | | 23.6 | % |
__________________(1)Refer to the Non-GAAP Financial Measures section below for our definition of Organic Revenue Growth.
Our total revenue increased 33.1%, to $48.6 million in the three months ended June 30, 2025 compared to $36.5 million in the three months ended June 30, 2024, with Organic Revenue Growth contributing 10.3% of growth. Our total revenue increased 23.6%, to $87.9 million for the six months ended June 30, 2025 compared to $71.1 million for the six months ended June 30, 2024, with Organic Revenue Growth contributing 7.6% of growth. These increases reflect sustained client retention (with average client logo renewal rates across all our business lines of approximately 72.8% in 2024 to 82.7% for the six months ended June 30, 2025). The balance of revenue growth was driven by accretive acquisitions of Lucas and Pagefield.
Our Government Relations Consulting segment’s revenue increased by 7.1% to $27.3 million in the three months ended June 30, 2025, compared to $25.5 million in the three months ended June 30, 2024. Our Government Relations Consulting segment’s revenue increased by 6.2%, to $53.5 million in the six months ended June 30, 2025, compared to $50.3 million in the six months ended June 30, 2024. These increases reflect Organic Revenue Growth of 5.7% and 4.1%, for the three and six months ended June 30, 2025, respectively, driven by robust demand for regulatory and legislative support. Our lobbying firms Forbes Tate, Crossroads and Alpine each maintained their top 20 position in the Federal lobbyist rankings, as reflected in public disclosures mandated by US federal law. The remaining growth was driven by the 2024 acquisition of Pagefield.
Our Corporate Communications & Public Affairs Consulting segment’s revenue increased by 117.7%, to $18.1 million in the three months ended June 30, 2025, compared to $8.3 million in the three months ended June 30, 2024. Our Corporate Communications & Public Affairs Consulting segment’s revenue increased by 81.2%, to $28.2 million in the six months ended June 30, 2025, compared to $15.5 million in the six months ended June 30, 2024. Organically, revenue increased by 22.0% and 14.7% for the three and six months ended June 30, 2025, respectively, helped by pending elections impacting client project spend in the first half of 2024, and clients responding to clearer political direction in the first half of 2025. The remaining growth was driven by the 2024 acquisition of Pagefield and the 2025 acquisition of TrailRunner.
Our Compliance and Insight Services segment’s revenue grew, by 17.8%, to $3.1 million in the three months ended June 30, 2025, compared to $2.7 million in the three months June 30, 2024. Our Compliance and Insight Services segment’s revenue grew by 19.2%, to $6.3 million in the six months ended June 30, 2025, compared to $5.3 million in the six months ended June 30, 2024. All of this growth was organic, driven by increasing demand for specialized services, including compliance, grant writing, and research-driven policy insights.
In the three and six months ended June 30, 2025, we generated $2.3 and $3.9 million, or 4.7% and 4.4% of our total revenue, outside of the US, as compared to $0.6 and $0.6 million, or 1.5% and 0.8% for the three and six months ended June 30, 2024, respectively.
We generate substantially all of our revenue by providing consulting services related to Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services, primarily through fixed-fee arrangements whereby the client pays a fixed monthly retainer or subscription amount in exchange for a predetermined set of professional services. We recognize retainer revenue over time by measuring the progress toward complete satisfaction of the performance obligation. We also generate a smaller portion of our
revenue from project-specific revenues which was 6.5% and 5.7% in the years ending December 31, 2024 and 2023, respectively.
Cost of Services
The table below presents the components of cost of services for the three and six months ended June 30, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands, except percentages) |
| Three months ended June 30, | | Six months ended June 30, |
| 2025 | | 2024 | | $ Change | | % Change | | 2025 | | 2024 | | $ Change | | % Change |
Salaries and other personnel costs | | | | | | | | | | | | | | | |
Personnel cost | $ | 25,492 | | | $ | 20,556 | | | $ | 4,936 | | | 24.0 | % | | $ | 48,368 | | | $ | 39,398 | | | $ | 8,970 | | | 22.8 | % |
Long-term incentive program charges | 1,302 | | | 127 | | | 1,175 | | | 925.2 | % | | 2,165 | | | 1,113 | | | 1,052 | | | 94.5 | % |
Share-based accounting charge | 6,654 | | | 6,659 | | | (5) | | | (0.1) | % | | 13,357 | | | 13,318 | | | 39 | | | 0.3 | % |
Post-combination compensation charge | 5,336 | | | 2,130 | | | 3,206 | | | 150.5 | % | | 8,776 | | | 5,120 | | | 3,656 | | | 71.4 | % |
Total personnel costs | 38,784 | | | 29,472 | | | 9,312 | | | 31.6 | % | | 72,666 | | | 58,949 | | | 13,717 | | | 23.3 | % |
Office and other direct costs | | | | | | | | | | | | | | | |
Amortization developed software | 140 | | | 140 | | | — | | | — | % | | 281 | | | 281 | | | — | | | — | % |
Occupancy expense | 1,672 | | | 1,197 | | | 475 | | | 39.7 | % | | 3,004 | | | 2,453 | | | 551 | | | 22.5 | % |
Total other cost of services | 1,812 | | | 1,337 | | | 475 | | | 35.5 | % | | 3,285 | | | 2,734 | | | 551 | | | 20.2 | % |
Cost of services | $ | 40,596 | | | $ | 30,809 | | | $ | 9,787 | | | 31.8 | % | | $ | 75,951 | | | $ | 61,683 | | | $ | 14,268 | | | 23.1 | % |
Salaries and other personnel costs represent our largest component of cost of services. Its principal components include employee salaries, share-based accounting charges, long-term incentive program charges, post-combination compensation expense, benefits and bonuses of employees from operations that deliver services to our clients. Employee bonus amounts represent annual bonus payments paid as compensation for services to senior executives and employees based on our performance, the relative performance of the member company and the individual. Salaries and other personnel cost increased by 31.6% or $9.3 million, in the three months ended June 30, 2025, to $38.8 million, compared to to $29.5 million for the three months ended June 30, 2024. In the six months ended June 30, 2025, salaries and other personnel costs increased by 23.3% to $72.7 million compared to $58.9 million for the six months ended June 30, 2024, driven by targeted hiring in tandem with revenue growth across all three segments. In the three months ended June 30, 2025, long-term incentive program charges increased by 925.2% to $1.3 million compared to $0.1 million for the prior period, this was a result of additional issuances of unvested equity securities. In the six months ended June 30, 2025, long-term incentive program charges increased by 94.5% to $2.2 million compared to $1.1 million for the prior period, this was a result of additional issuances of unvested equity securities.
Office and other direct costs represent our other component of cost of services. Its principal component includes operating lease expense for premises leased by our member companies. Occupancy expense increased by 39.7% and 22.5% in the three and six months ended June 30, 2025, respectively, to $1.7 and $3.0 million, compared to $1.2 and $2.5 million for the three and six months ended June 30, 2024, respectively, reflecting the addition of new office spaces associated with the acquisition of TrailRunner.
General and administrative expenses
The table below presents the components of general and administrative expenses for the three and six months ended June 30, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands except percentages) |
| Three months ended June 30, | | Six months ended June 30, |
| 2025 | | 2024 | | $ Change | | % Change | | 2025 | | 2024 | | $ Change | | % Change |
| Personnel cost | $ | 3,506 | | | $ | 1,686 | | | $ | 1,820 | | | 108.0 | % | | $ | 5,883 | | | $ | 3,522 | | | $ | 2,361 | | | 67.1 | % |
| General and administrative expenses | 4,959 | | | 3,504 | | | 1,455 | | | 41.5 | % | | 8,969 | | | 6,687 | | | 2,282 | | | 34.1 | % |
| Occupancy expense | 105 | | | 167 | | | (61) | | | (36.7) | % | | 206 | | | 277 | | | (71) | | | (25.5) | % |
| Long term incentive program charges | 226 | | | 137 | | | 89 | | | 64.9 | % | | 486 | | | 250 | | | 236 | | | 94.3 | % |
| Share-based accounting charge | 740 | | | 938 | | | (198) | | | (21.1) | % | | 1,481 | | | 1,876 | | | (395) | | | (21.1) | % |
| General and administrative | $ | 9,537 | | | $ | 6,431 | | | $ | 3,106 | | | 48.3 | % | | $ | 17,025 | | | $ | 12,611 | | | $ | 4,414 | | | 35.0 | % |
General and administrative expenses’ principal components comprise of general and administrative expenses, employee salaries, share-based accounting charges, long-term incentive program charges, post-combination compensation expense, benefits and bonuses of employees employed in our corporate function. General and administrative expenses increased by 48.3% and 35.0% in the three and six months ended June 30, 2025, to $9.5 and $17.0 million, compared to $6.4 and $12.6 million for the three and six months ended June 30, 2024, reflecting investments in our holding company, an increase in costs of advisors and auditors, and additional costs associated with the acquisition of TrailRunner.
Mergers and acquisitions expense
The principal components of mergers and acquisitions expense include legal, accounting and other advisory expenses, as well as transaction taxes such as the UK stamp duty and debt origination costs. Mergers and acquisitions expense decreased by 94.1% and 82.3% in the three and six months ended June 30, 2025, to less than $0.1 and $0.3 million, compared to $1.4 and $1.6 million for the three and six months ended June 30, 2024, reflecting the reduction in costs from the relatively high 2024 costs associated with the acquisitions of Lucas and Pagefield.
Depreciation and amortization
The table below presents the components of depreciation and amortization expense:
| | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) |
| Three months ended June 30, | | Six months ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
Charged to cost of services | $ | 141 | | | $ | 141 | | | $ | 281 | | | $ | 281 | |
Charged to depreciation and amortization expense | $ | 1,577 | | | $ | 991 | | | 2,768 | | | 1,858 | |
Total depreciation and amortization expense | $ | 1,718 | | | $ | 1,131 | | | $ | 3,049 | | | $ | 2,139 | |
The principal components of depreciation and amortization expense include the amortization of intangible assets relating to customer relationships and non-compete contracts. Total depreciation and amortization expense increased by 52.0% and 42.6% in the three and six months ended June 30, 2025, to $1.7 and $3.0 million, compared to $1.1 and $2.1 million for the three and six months ended June 30, 2024, reflecting additional costs associated with the acquisitions of TrailRunner.
Change in fair value of contingent consideration
Change in fair value of contingent consideration represents changes in the fair value of contingent consideration obligations relating to historical acquisitions. The contingent consideration liability is settled through a combination
of cash and shares of our Common Stock based on each respective purchase agreement, and the amount ultimately paid is dependent on the achievement of certain operating results. Change in fair value of contingent consideration increased by 3.5% and 18.2% in the three and six months ended June 30, 2025, to $1.7 and $2.7 million, compared to $1.6 and $2.3 million for the three and six months ended June 30, 2024, reflecting additional contingent consideration associated with the acquisitions of Lucas, Pagefield and TrailRunner, as well as the payout of contingent consideration to KP.
Gain on bargain purchase
Gain on bargain purchase comprises the difference between the fair value of the net identifiable assets acquired and the purchase price paid, where the purchase price is lower than the fair value of the acquired assets. Gain on bargain purchase decreased to zero for both the three and six months ended June 30, 2025, compared to $2.5 million for both the three and six months ended June 30, 2024, which was associated with the 2024 acquisition of Lucas.
Interest expense
Interest expense represents the interest expense incurred under our Bank Credit Facilities (as defined below), comprising cash interest amounts and debt discount amortization amounts. For a description of the Bank Credit Facilities, see “—Liquidity and Capital Resources—Financial Obligations,” below and Note 10 - Notes Payable to our consolidated financial statements. Interest expense increased by 134.4% and 150.8% for the three and six months ended June 30, 2025, to $0.9 and $1.5 million, compared to $0.4 and $0.6 million for the three and six months ended June 30, 2024, reflecting interest on increased principal amounts, associated with the new Facilities in 2025.
Comparison of the Fiscal Years Ended December 31, 2024 and December 31, 2023
Results of Operations for the Fiscal Year Ended December 31, 2024 and the Fiscal Year Ended December 31, 2023
The table below presents our audited results of operations for the years ended December 31, 2024 and 2023:
| | | | | | | | | | | |
| For the year ended |
| 2024 | | 2023 |
| | | |
| ($ thousands) |
| Revenue | $ | 149,563 | | | $ | 134,986 | |
| Operating expenses: | | | |
| Salaries and other personnel costs | 126,640 | | | 111,567 | |
| Office and other direct costs | 5,651 | | | 5,064 | |
| Cost of services | 132,291 | | | 116,631 | |
| General and administrative | 26,837 | | | 23,443 | |
| Mergers and acquisitions expense | 2,434 | | | 308 | |
| Depreciation and amortization expense | 4,245 | | | 3,529 | |
| Change in fair value of contingent consideration | 1,910 | | | 1,711 | |
| Total operating expenses | 167,716 | | | 145,622 | |
Loss from operations | (18,152) | | | (10,636) | |
| Gain on bargain purchase | 2,464 | | | 4,836 | |
| Interest income | 177 | | | 18 | |
| Interest expense | (1,900) | | | (959) | |
Net loss before income taxes | (17,412) | | | (6,741) | |
| Income tax expense | 6,545 | | | 7,503 | |
Net loss | $ | (23,957) | | | $ | (14,244) | |
Revenue
The components of fluctuations in revenue by reportable segment for the year ended December 31, 2024, compared to the year ended December 31, 2023, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 | | 2024 Revenue from Acquisitions | | 2024 Organic revenue | | December 31, 2024 | | Organic Revenue Growth(1) | | Total Growth |
| ($ thousands) | | | | |
| Government Relations Consulting | $ | 95,477 | | | $ | 3,474 | | | $ | 98,990 | | | $ | 102,464 | | | 3.7 | % | | 7.3 | % |
| Corporate Communications & Public Affairs Consulting | 32,257 | | | 5,768 | | | 30,637 | | | 36,405 | | | (5.0) | % | | 12.9 | % |
| Compliance and Insights Services | 7,253 | | | 1,738 | | | 8,956 | | | 10,694 | | | 23.5 | % | | 47.4 | % |
Total | $ | 134,986 | | | $ | 10,980 | | | $ | 138,583 | | | $ | 149,563 | | | 2.7 | % | | 10.8 | % |
__________________
(1)Refer to the Non-GAAP Financial Measures section below for our definition of Organic Revenue Growth.
Our total revenue increased 10.8%, to $149.6 million for the year ended December 31, 2024, compared to $135.0 million for the year ended December 31, 2023, with Organic Revenue Growth contributing 2.7% of growth, reflecting sustained client retention (with average renewal rates across all our business lines of approximately 78.3% in 2024) and increases in key client spend, with the number of clients spending more than $100,000 in the year increasing by 15.0% over 2023, to 503 clients, and the number of clients spending more than $250,000 increasing by 16.0% over 2023, to 137 clients. The balance of revenue growth was driven by accretive acquisitions of Lucas, Pagefield and MultiState, whose revenues were consolidated in our 2024 results but not (or, in the case of MultiState, not for the full year) in our 2023 results.
Our Government Relations Consulting segment’s revenue increased by 7.3%, to $102.5 million in the year ended December 31, 2024, compared to $95.5 million in the year ended December 31, 2023, reflecting Organic Revenue Growth of 3.7%, driven by robust demand for regulatory and legislative support. The remaining growth was driven by the acquisitions of Pagefield and MultiState.
Our Corporate Communications & Public Affairs Consulting segment’s revenue increased by 12.9%, to $36.4 million in the year ended December 31, 2024, compared to $32.3 million in the year ended December 31, 2023. Organically, revenue declined by 5.0%, a consequence of pending elections impacting client project spend in the first half of 2024. In the second half of 2024, Organic Revenue Growth in the segment returned at 3.9% as project work rebounded with clients responding to clearer political direction. The remaining growth was driven by the acquisitions of Lucas and Pagefield.
Our Compliance and Insights Services segment’s revenue grew strongly (albeit from a lower base), by 47.4%, to $10.7 million in the year ended December 31, 2024, compared to $7.3 million in the year ended December 31, 2023, reflecting Organic Revenue Growth of 23.5%, driven by increasing demand for specialized services, including compliance, grant writing, and research-driven policy insights. This growth also reflects the results from the acquisition of MultiState.
For the year ended December 31, 2024, we generated $4.0 million, or 2.7% of our revenue, outside of the US, reflecting the acquisition of Pagefield, based in the UK, in June 2024. In 2024, 97.3% of our revenue was denominated in US dollars, compared to 100.0% in 2023. With non-US dollar denominated operations, in future periods, we intend to report growth numbers on a constant currency basis in addition to the reported basis. For 2024, the difference between “constant currency” and actually reported was negligible and therefore not explicitly illustrated.
Cost of Services
Salaries and other personnel costs represent our largest component of cost of services. Its principal components include employee salaries, share-based accounting charges, long-term incentive program charges, post-combination compensation expense, benefits and bonuses of employees from operations that deliver services to our clients. Employee bonus amounts represent annual bonus payments paid as compensation for services to senior executives and employees based on our performance, the relative performance of the member company and the individual. Salaries and other personnel cost increased by 13.5%, or $15.0 million, in the year ended December 31, 2024, to $126.6 million, compared to $111.6 million for the year ended December 31, 2023, driven by targeted hiring in tandem with revenue growth across all three segments in addition to the acquisitions of MultiState, Pagefield and Lucas. Personnel costs for the Government Relations Consulting segment increased by $5.4 million, of which $1.7 million was the result of the acquisitions of Pagefield and MultiState and $3.7 million arose from increases in line with revenue as well as investments in our workforce at Alpine. Furthermore, the Corporate Communications & Public Affairs Consulting segment incurred an increase of $3.4 million in personnel costs which primarily reflects the acquisition of Lucas and Pagefield as well as the set-up of Concordant. Additionally, there was a $5.3 million increase in post-combination compensation expense relating to the Company’s business acquisitions with the increase driven by acquisitions made in 2023 recording only a partial year of compensation expense within 2023 and a full year of expense in 2024 in addition to the new compensation expense associated with the 2024 business acquisitions recorded in 2024.
Office and other direct costs represent our other component of cost of services. Its principal component includes operating lease expense for premises leased by our member companies. Office and other direct costs increased by 11.6% in the year ended December 31, 2024, to $5.7 million, compared to $5.1 million for the year ended December 31, 2023, reflecting the addition of new office spaces associated with the acquisitions of Lucas, Pagefield and MultiState.
The table below presents the components of cost of services for the years ended December 31, 2024 and 2023:
| | | | | | | | | | | |
| For the year ended |
| 2024 | | 2023 |
| | | |
| ($ thousands) |
| Salaries and other personnel costs | | | |
| Personnel cost | $ | 85,078 | | | $ | 76,850 | |
| Long-term incentive program charges | 3,328 | | | 1,270 | |
| Share-based accounting charge | 26,636 | | | 27,152 | |
| Post-combination compensation charge | 11,599 | | | 6,295 | |
| 126,640 | | | 111,567 | |
Office and other direct costs | | | |
Amortization developed software | 563 | | | 469 | |
Occupancy expense | 5,088 | | | 4,595 | |
| 5,651 | | | 5,064 | |
Cost of services | $ | 132,291 | | | $ | 116,631 | |
General and administrative expenses
General and administrative expenses’ principal components are comprised of general and administrative expenses, employee salaries, share-based accounting charges, long-term incentive program charges, post-combination compensation expense, benefits and bonuses of employees employed in our corporate function. General and administrative expenses increased by 14.5% in the year ended December 31, 2024, to $26.8 million, compared to $23.4 million for the year ended December 31, 2023, reflecting investments in our holding company, a $1.0 million increase in costs of advisors and auditors, and additional costs of $1.4 million associated with acquired businesses. Additionally, the share-based accounting charge increased by $1.4 million in 2024 due the accelerated
vesting of retained 2021 pre-UK IPO shares for a single executive upon retirement from the corporate function of the Company.
The table below presents the components of general and administrative expenses for the years ended December 31, 2024 and 2023:
| | | | | | | | | | | |
| For the year ended |
| 2024 | | 2023 |
| | | |
| ($ thousands) |
| Personnel cost | $ | 7,122 | | | $ | 7,111 | |
| General and administrative expenses | 13,227 | | | 10,621 | |
| Occupancy expense | 486 | | | 432 | |
| Long term incentive program charges | 834 | | | 1,526 | |
| Share-based accounting charge | 5,168 | | | 3,752 | |
| General and administrative | $ | 26,837 | | | $ | 23,443 | |
Mergers and acquisitions expense
The principal components of mergers and acquisitions expense include legal, accounting and other advisory expenses, as well as UK stamp duty and debt origination costs. Mergers and acquisitions expense increased by 689.8% in the year ended December 31, 2024, to $2.4 million, compared to $0.3 million for the year ended December 31, 2023, reflecting the costs associated with the acquisitions of Lucas and Pagefield, the latter representing our first ex-US acquisition. The mergers and acquisitions expense in the year ended December 31, 2024, includes $0.7 million in debt origination costs and $0.1 million in UK stamp duty.
Depreciation and amortization expense
The principal components of depreciation and amortization expense include the amortization of intangible assets relating to customer relationships and non-compete contracts. Depreciation and amortization expense increased by 20.3% in the year ended December 31, 2024, to $4.2 million, compared to $3.5 million for the year ended December 31, 2023, reflecting additional costs associated with the acquisitions of Lucas, Pagefield and MultiState. Depreciation and amortization expense includes depreciation of, $0.1 million reflected depreciation expense in the year ended December 31, 2024, compared to $0.1 million in the year ended December 31, 2023.
Change in fair value of contingent consideration
Change in fair value of contingent consideration represents changes in the fair value of contingent consideration obligations relating to historical acquisitions. The contingent consideration liability is settled through a combination of cash and shares of our Common Stock based on each respective purchase agreement, and the amount ultimately paid is dependent on the achievement of certain operating results. Change in fair value of contingent consideration increased by 11.6% in the year ended December 31, 2024, to $1.9 million, compared to $1.7 million for the year ended December 31, 2023, reflecting change in the fair value of contingent consideration relating to our post-UK IPO business acquisitions.
Gain on bargain purchase
Gain on bargain purchase comprises the difference between the fair value of the net identifiable assets acquired and the purchase price paid, where the purchase price is lower than the fair value of the acquired assets. Gain on bargain purchase decreased by 49.0% in the year ended December 31, 2024, to $2.5 million, compared to $4.8 million for the year ended December 31, 2023, and was associated with the acquisition of Lucas.
Interest income
Interest income was immaterial for the years ended December 31, 2024 and 2023.
Interest expense
Interest expense represents the interest expense incurred under our Bank Credit Facilities (as defined below), comprising cash interest amounts and debt discount amortization amounts. For a description of the Bank Credit Facilities, see “—Liquidity and Capital Resources—Contractual Commitments and Contingencies—Financial Obligations,” below and Note 5 to our consolidated financial statements. Interest expense increased by 98.2% in the year ended December 31, 2024, to $1.9 million, compared to $1.0 million for the year ended December 31, 2023, reflecting interest on increased principal amounts, associated with the drawdowns in 2024.
Non-GAAP Financial Measures
Our management uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability. These financial and operating metrics include Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA Incl. M&A expense, Adjusted net income, Adjusted diluted EPS, Organic Revenue Growth, Adjusted Free Cash Flow, Principal Cash Sources and Principal Cash Uses which are financial measures not recognized under US GAAP. These non-GAAP financial measures are used by management to measure our operating performance, but may not be directly comparable to similar measures, such as EBITDA or Adjusted EBITDA, relied on or reported by other companies, including other companies in our industry. We believe excluding items that neither relate to the ordinary course of business nor reflect our underlying business operating performance, such as equity-based compensation, the amortization of acquired intangible assets, acquisition-related post-combination compensation and contingent consideration, gains on bargain purchase price, interest and tax enables meaningful period-to-period comparisons of our operating performance. We also use these non-GAAP financial measures when publicly providing our business outlook, for internal management purposes, and as a basis for evaluating potential acquisitions and dispositions.
We believe that the exclusion of equity-based compensation expense such as stock options, restricted stock awards, restricted stock units and equity-based compensation related to retained pre-UK IPO shares granted in relation to our listing on the London Stock Exchange, is appropriate because it eliminates the impact of non-cash expenses for equity-based compensation costs that are based upon valuation methodologies and assumptions that can vary significantly over time due to factors that are (i) unrelated to our core operating performance, and (ii) can be outside of our control. Although we exclude equity-based compensation expenses from our non-GAAP measures, equity compensation has been, and will continue to be, an important part of our future compensation strategy and a significant component of our future expenses that may increase in future periods. Additionally, we believe the exclusion of compensation expense related to share appreciation rights, which are cash settled, is unrelated to our core operating performance in addition to the fact that share appreciation rights are no longer part of our compensation plans going forward.
We define Adjusted EBITDA, which is a non-GAAP financial measure, as consolidated net loss before depreciation, interest income, interest expense, income tax expense, mergers and acquisitions (“M&A”) expenses long-term incentive program charges, share-based accounting charges, post-combination compensation charges, change in fair value of contingent consideration, gain on bargain purchase price net of deferred taxes and amortization of intangible assets. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with a more complete understanding of our operating results, including underlying trends. While our Adjusted EBITDA may not be directly comparable to the EBITDA or other measures used by others, we believe it helps provide a clearer picture of the underlying performance of the business by removing certain expenses tied to specific historical acquisitions, including post-combination compensation charges, as well as non-cash charges such as depreciation and amortization of intangibles. Additionally, we believe that Adjusted EBITDA provides investors and management with operating results that reflect our core operating activity of serving clients by removing the highly variable M&A costs expenditure.
We use Adjusted Net Income for the purpose of calculating Adjusted Earnings per Diluted Share (“Adjusted diluted EPS”). Management uses Adjusted diluted EPS to assess our total group operating performance on a consistent basis. We define Adjusted Net Income as net income excluding the impact of long-term incentive program charges, share-based accounting charges, post-combination compensation charges, change in fair value of
contingent consideration, gain on bargain purchase price net of deferred taxes and amortization of intangible assets. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results and GAAP financial measures, provide management and investors with a clearer picture of our underlying business operating results.
We define Adjusted Free Cash Flow, which is a non-GAAP financial measure, as net cash provided by operating activities less cash payments for purchases of property and equipment and less acquisition-related payouts classified in operating cash flows, specifically changes in prepaid post-combination payments, changes in other liability (liability classified earnout obligations) and changes in contingent consideration. We believe this non-GAAP financial measure, when considered together with our GAAP financial results, provides management and investors with useful supplemental information on our ability to generate cash for ongoing business operations and capital deployment.
Principal Cash Sources and Principal Cash Uses are Non-GAAP liquidity measures. Principal Cash Sources is defined as net cash provided by operating activities excluding changes in items related to acquisition payments. Principal Cash Uses comprise of capital expenditure, changes in amounts owed to/from related parties, dividends paid and acquisition payments to sellers. This presentation reflects the metrics used by us to assess our sources and uses of cash and was derived from our consolidated statement of cash flows. We believe that this presentation is meaningful to understand the primary sources and uses of our cash flow and the effect on our cash and cash equivalents. Non-GAAP liquidity measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with US. GAAP. Non-GAAP liquidity measures as reported by us may not be comparable to similarly titled amounts reported by other companies. Additional information regarding our cash flows can be found in our consolidated statement of cash flows in the consolidated financial statements.
We define Net Cash (Debt) as total unrestricted cash and cash equivalents less the total principal amount of debt outstanding. The total principal amount of debt outstanding is comprised of the long-term debt and current maturities of long-term debt as presented in our consolidated balance sheets adding back any debt issuance costs. We believe that the presentation of Net Cash (Debt) provides useful information to investors because our management reviews Net Cash (Debt) as part of our oversight of overall liquidity, financial flexibility and leverage.
We define Organic Revenue Growth as the year-over-year revenue growth excluding revenues from acquired businesses for the first twelve months following the date of acquisition. For purposes of this calculation, the revenue of an acquired business is classified as acquired revenue and excluded from Organic Revenue Growth until the thirteenth month following the acquisition date. Beginning in the thirteenth month, the revenue from that acquisition is included in the Organic Revenue Growth comparison against the corresponding prior-year period. This approach ensures comparability by aligning revenue bases year-over-year and isolating the performance of our ongoing operations. We believe that Organic Revenue Growth is a useful supplemental metric for investors and management, as it provides a clearer view of underlying revenue trends excluding the impact of acquisition-related growth.
Executive Highlights
The table below presents the revenue, its growth, and other financial performance measures over the period from 2018-2024. Results for the period 2018 -2022 provides supplemental financial information prior to our initial registration with the SEC:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2018 | | 2019 | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | Six months ended June 2025 | | CAGR 2018-2024 |
Revenue ($m) | 33.8 | | | 55.5 | | | 77.4 | | | 99.3 | | | 108.8 | | | 135.0 | | | 149.6 | | | 87.9 | | | 28.1 | % |
Revenue growth (period-over-period) | 28.0 | % | | 64.2 | % | | 39.5 | % | | 28.3 | % | | 9.6 | % | | 24.1 | % | | 10.8 | % | | 23.6 | % | | |
Organic Revenue Growth (period-over-period) | 25.3 | % | | 32.5 | % | | 8.3 | % | | 24.4 | % | | 6.7 | % | | 2.0 | % | | 2.7 | % | | 7.6 | % | | |
Net loss ($m) | | | | | | | | | (15.0) | | | (14.2) | | | (24.0) | | | (16.3) | | | |
Adjusted EBITDA ($m)(1) | | | | | | | | | 31.5 | | | 35.4 | | | 38.6 | | | 21.4 | | | |
Net loss margin | | | | | | | | | (13.8) | % | | (10.6) | % | | (16.0) | % | | (18.6) | % | | |
Adjusted EBITDA margin | | | | | | | | | 29.0 | % | | 26.2 | % | | 25.8 | % | | 24.4 | % | | |
Top 10 clients as % of total revenue | 25.9 | % | | 17.9 | % | | 12.3 | % | | 14.7 | % | | 11.0 | % | | 10.8 | % | | 8.7 | % | | 9.4 | % | | |
__________________
(1)We have presented Adjusted EBITDA from 2022 onwards only as, prior to 2022, the Company was formed as a partnership with profits being distributed to the partners.
The tables below set out the non-GAAP financial measures used by our management together, in each case, with the nearest comparable measure under US GAAP.
| | | | | | | | | | | | | | | | | |
| For the three months ended June 30, |
| 2025 | | 2024 | | % Change |
| $ thousands, except per share amounts | | | | | |
Revenue | $ | 48,588 | | | $ | 36,502 | | | 33.1 | % |
Net loss | (5,730) | | | (5,166) | | | (10.9) | % |
Net loss margin | (11.8 | %) | | (14.2 | %) | | 2.4pts |
| Adjusted EBITDA | 12,831 | | | 10,836 | | | 18.4 | % |
| Adjusted EBITDA margin | 26.4 | % | | 29.7 | % | | (3.3)pts |
| Adjusted Net Income | 11,885 | | | 6,647 | | | 78.8 | % |
Net loss per share, basic and diluted | $ | (0.44) | | | $ | (0.78) | | | 44.2 | % |
| Adjusted EPS, diluted | $ | 0.45 | | | $ | 0.27 | | | 67.8 | % |
Dividend per share | $ | 0.235 | | | $ | 0.230 | | | |
Net cash provided by operating activities | 1,541 | | | 4,241 | | | |
| Adjusted Free Cash Flow | 11,473 | | | 8,908 | | | |
Cash and cash equivalents at end of period | 9,792 | | | 5,468 | | | |
Net Debt at end of period | $ | (42,226) | | | $ | (28,294) | | | |
Highlights from the three months ended June 30, 2025, include the following:
•Revenue increased 33.1% to $48.6 million in the tree months ended June 30, 2025 from $36.5 million for the three months ended June 30, 2024, with Organic Revenue Growth contributing 10.3%.
•GAAP Net losses increased 10.9%, or $0.6 million, to $(5.7) million in the three months ended June 30, 2025 from $(5.2) million in the three months ended June 30, 2024, due to a $3.1 million increase in general and administrative expense largely driven by the acquisition of Lucas, Pagefield and TrailRunner; and a $2.4 million reduction to gain on bargain purchase price compared to the previous period.
•Adjusted EBITDA increased 18.4% to $12.8 million in the three months ended June 30, 2025 from $10.8 million in the three months ended June 30, 2024, this achieved at a 26.4% Adjusted EBITDA margin.
•Adjusted Net Income increased 78.8% to $11.9 million for the three months ended June 30, 2025 from $6.6 million in the three months ended June 30, 2024 driven by the increase in Adjusted EBITDA, a more favorable effective tax rate and partly offset by an increase in finance costs.
•Cash flow from operations decreased by $2.7 million while Adjusted Free Cash Flow increased by 28.8% to $11.5 million in the three months ended June 30, 2025 from $8.9 million in the three months ended June 30, 2024.
| | | | | | | | | | | | | | | | | |
| For the six months ended June 30, |
| 2025 | | 2024 | | % Change |
| $ thousands, except per share amounts | | | | | |
Revenue | $ | 87,899 | | | $ | 71,134 | | | 23.6 | % |
Net loss | (16,346) | | | (10,581) | | | (54.5) | % |
Net loss margin | (18.6 | %) | | (14.9 | %) | | (3.7)pts |
Adjusted EBITDA | 21,446 | | | 18,798 | | | 14.1 | % |
Adjusted EBITDA margin | 24.4 | % | | 26.4 | % | | (2.0)pts |
Adjusted Net Income | 15,551 | | | 12,971 | | | 19.9 | % |
Net loss per share, basic and diluted | $ | (1.06) | | | $ | (1.21) | | | 12.2 | % |
Adjusted EPS, diluted | $ | 0.60 | | | $ | 0.53 | | | 13.0 | % |
Dividend per share | $ | 0.235 | | | $ | 0.485 | | | |
Net cash provided by operating activities | 449 | | | 141 | | | |
Adjusted Free Cash Flow | 11,660 | | | 5,826 | | | |
Cash and cash equivalents at end of period | 9,792 | | | 5,468 | | | |
Net Debt at end of period | (42,226) | | | (28,294) | | | |
Highlights from the six months ended June 30, 2025, include the following:
•Revenue increased 23.6% to $87.9 million in 2025H1 from $71.1 million in 2024H1, with Organic Revenue Growth contributing 7.6%.
•GAAP Net losses increased 54.5%, or $5.8 million, to $(16.3) million in 2025H1 from $(10.6) million in 2024H1, due to a $ 4.4 million increase in general and administrative expense largely driven by the acquisition of Lucas, Pagefield and TrailRunner; and a $2.4 million reduction to gain on bargain purchase price compared to the previous period.
•Adjusted EBITDA increased 14.1% to $21.4 million in 2025H1 from $18.8 million in 2024H1, this achieved at a 24.4% Adjusted EBITDA margin.
•Adjusted Net Income increased 19.9% to $15.6 million in 2025H1 from $13.0 million in 2024H1 driven by the increase in Adjusted EBITDA, a more favorable effective tax rate and partly offset by an increase in finance costs.
•Cash flow from operations increased by $0.3 million while Adjusted Free Cash Flow increased by 100.1% to $11.7 million in 2025H1 from $5.8 million in 2024H1.
•Debt increased by 54% to $52.1 million in 2025H1 while Net Debt increased to $42.3 million in 2025H1 compared to Net Debt of $28.9 million in 2024H1 which reflects a leverage ratio of 1:1 and the deployment of $24.0 million of new debt into the TrailRunner acquisition on April 1, 2025.
•We announced the earnings-accretive acquisition of Texas-based TrailRunner for initial consideration of $33.0 million in January 2025, comprising $28.1 million in cash and 593,228 shares of our Common Stock. Closing occurred on April 1, 2025. TrailRunner operates with a global team across offices in Texas, New York, Nashville, and Northern California, London, Shanghai, Abu Dhabi, and Dubai. There are additional contingent payments that TrailRunner International, LLC and its international entities (collectively, the “TrailRunner Seller”) can earn up to $37.0 million in the future depending on certain operating results that are achieved.
•We retain strong confidence in our outlook and have declared an interim dividend for 2025 of $0.023 per Common Outstanding Share (or $0.115 per Common Outstanding Share after giving retrospective effect to the Reverse Stock Split). This is in line with the updated dividend policy announced in January 2025, which enables the retention of more capital.
| | | | | | | | | | | | | | | | | |
| For the year ended December 31, |
| 2024 | | 2023 | | Change |
| $ thousands, except per share amounts | | | | | |
Revenue | 149,563 | | | 134,986 | | | 10.8 | % |
Net loss | (23,957) | | | (14,244) | | | 68.2 | % |
Net loss margin | (16.0) | % | | (10.6) | % | | -5.4pts |
Adjusted EBITDA | 38,563 | | | 35,376 | | | 9.0 | % |
Adjusted EBITDA margin | 25.8 | % | | 26.2 | % | | -0.4pts |
| Adjusted Net Income | 27,724 | | | 26,505 | | | 4.6 | % |
Net loss per share, basic and diluted | $ | (2.34) | | | $ | (2.52) | | | (7.1) | % |
Adjusted diluted EPS | $ | 2.07 | | | $ | 2.84 | | | -2.2 | % |
Dividend per share | $ | 0.45 | | | $ | 0.70 | | | |
Net cash provided by operating activities | 16,402 | | | 10,235 | | | |
| Adjusted Free Cash Flow | 22,237 | | | 21,370 | | | |
Cash and cash equivalents at end of period | 14,536 | | | 14,341 | | | |
| Net (Debt)/Cash at period-end | (17,509) | | | 3,400 | | | |
Highlights from the year ended December 31, 2024 include the following:
•Revenue increased 10.8% to $149.6 million in 2024 from $135.0 million in 2023, with Organic Revenue Growth contributing 3.7%.
•GAAP Net losses increased 68.2%, or $9.8 million, to $24.0 million in 2024 from $14.2 million, due to a $3.4 million increase in general and administrative expense largely driven by the acquisition of Lucas, MultiState and Pagefield; a $2.1 million increase in M&A costs and a $2.4 million reduction to gain on bargain purchase price compared to the previous period.
•Adjusted EBITDA increased 9.0% to $38.6 million in 2024 from $35.4 million in 2023, this achieved at a 25.8% Adjusted EBITDA margin.
•Adjusted Net Income increased 4.6% to $27.7 million in 2024 from $26.5 million in 2023 driven by the increase in Adjusted EBITDA, a more favorable effective tax rate and partly offset by an increase in finance costs.
•Adjusted EBITDA in 2024 was impacted by $1.1 million of one-time start-up costs (including engagement of consultants and marketing expense in connection with brand launch) related to Concordant.
•Our balance sheet remains robust, underpinned by strong GAAP cash flow from operations which increased by $6.2 million. Further, Adjusted Free Cash Flow which increased by 3.7% to $22.2 million from $21.4 million in 2023, enabling strategic progress via organic investment and earnings-enhancing M&A.
•Debt increased by 192.9% to $32.0 million in 2024 while Net Debt increased to $17.5 million compared to Net Cash of $3.4 million in 2023 which reflects a leverage ratio of 1:1 and the deployment of $25.0 million of new debt into two earnings-accretive acquisitions in the year ended December 31, 2024.
The tables below sets forth a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to net loss and net loss margin.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands, except percentages) |
| Three months ended June 30, | | Six months ended June 30, | | Years ended December 31, |
| 2025 | | 2024 | | 2025 | | 2024 | | 2024 | | 2023 | | 2022 |
| Net loss | $ | (5,730) | | | $ | (5,166) | | | $ | (16,346) | | | $ | (10,581) | | | $ | (23,957) | | | $ | (14,244) | | | $ | (15,009) | |
| Net loss margin | (11.8) | % | | (14.2) | % | | (18.6) | % | | (14.9) | % | | (16.0) | % | | (10.6 | %) | | (13.8 | %) |
| Adjustments: | | | | | | | | | | | | | |
| Interest income | (29) | | | (98) | | | (62) | | | (98) | | | (177) | | | (18) | | | (13) | |
| Interest expense | 865 | | | 369 | | | 1,500 | | | 598 | | | 1,900 | | | 959 | | | 17 | |
| Income tax expense | (24) | | | 2,486 | | | 4,088 | | | 3,707 | | | 6,545 | | | 7,503 | | | 7,798 | |
| Depreciation and amortization | 1,718 | | | 1,130 | | | 3,049 | | | 2,138 | | | 4,807 | | | 3,998 | | | 2,229 | |
| EBITDA | (3,201) | | | (1,279) | | | (7,771) | | | (4,237) | | | (10,882) | | | (1,802) | | | (4,978) | |
| Long-term incentive program charges | 1,528 | | | 845 | | | 2,651 | | | 1,363 | | | 4,162 | | | 2,796 | | | 318 | |
| Share-based accounting charge | 7,394 | | | 7,597 | | | 14,838 | | | 15,194 | | | 31,804 | | | 30,904 | | | 33,392 | |
| Post-combination compensation charge | 5,336 | | | 2,992 | | | 8,776 | | | 5,121 | | | 11,599 | | | 6,295 | | | 2,441 | |
| Change in fair value of contingent consideration | 1,693 | | | 1,636 | | | 2,676 | | | 2,264 | | | 1,910 | | | 1,711 | | | — | |
| Gain on bargain purchase, net of deferred taxes | — | | | (2,356) | | | — | | | (2,464) | | | (2,464) | | | (4,836) | | | — | |
| Adjusted EBITDA incl. M&A expenses | 12,749 | | | 9,435 | | | 21,170 | | | 17,241 | | | 36,129 | | | 35,068 | | | 31,173 | |
| M&A Expenses | 82 | | | 1,401 | | | 276 | | | 1,557 | | | 2,434 | | | 308 | | | 311 | |
| Adjusted EBITDA | $ | 12,831 | | | $ | 10,836 | | | $ | 21,446 | | | $ | 18,798 | | | $ | 38,563 | | | $ | 35,376 | | | $ | 31,484 | |
| Adjusted EBITDA margin | 26.4 | % | | 29.7 | % | | 24.4 | % | | 26.4 | % | | 25.8 | % | | 26.2 | % | | 28.9 | % |
Depreciation and Amortization of $4.8 million in the year ended December 31, 2024, (FY2023: $4.0 million) includes non-cash amortization charges of $4.7 million (FY2023: $3.9 million) relating to the amortization of acquired customer relationships, developed technology, and non-compete agreements. Depreciation and amortization expense for the three and six months ended June 30, 2025 of $1.7 and $3.0 million, respectively, compared to $1.1 and $2.1 million for the three and six months ended June 30, 2024, respectively. This increase was primarily driven by non-cash amortization charges of $2.9 million in 2025, compared to $2.0 million in 2024, related to acquired intangible assets including customer relationships, developed technology, and non-compete agreements.
Long-term incentive program charges relate to the Omnibus Incentive Plan (as defined below) under which options, stock appreciation rights, restricted stock units and restricted stock awards have been granted. The amortization of the fair value of share-based awards is recorded as an expense in the statement of operations with a portion recorded to salaries and other personnel costs within cost of services and a portion recorded to general and administrative costs.
Share-based accounting charges relate to the pre-UK IPO shares retained by our executives at the time of the London Stock Exchange IPO in 2021, governed by their new Executive Employment Agreements entered into in 2021. Under these new Employment Agreements, the retained shares were made subject to a new vesting arrangement, and will vest in equal installments over five years, provided the executive remains employed. We record a share-based accounting charge for each vesting period, with the final charge to be recorded in the year ending December 31, 2026. The expense is recorded to cost of services or general and administrative expense depending on the role of the executive. These charges are distinct from normal personnel costs because these charges are uniquely tied to the vesting agreements at the time of the 2021 UK IPO, and do not represent a cash outflow of the Company.
Post-combination expense arises from certain acquisitions that have been completed since the UK IPO in 2021. In order to protect the interests of the Company, to a certain extent the cash and shares paid and payable as part of these transactions are made subject to vesting schedules that require continued employment. The addition of these provisions to purchase price paid and payable for an acquired business creates a post-combination compensation charge in accordance with accounting guidance under US GAAP (Accounting Standards Codification 805-10-55-25). These charges are distinct from normal personnel costs because (i) these payments are directly tied to the acquisition of the respective company and prescribed within such purchase agreements (ii) these payments are incremental to the market rate compensation packages afforded to the same recipients (iii) the post-combination compensation is limited in time to the earnout period agreed at the point of acquisition of a company, and will no longer be an expense after the expiration of that earnout.
Change in fair value of contingent consideration arises from the remeasurement of contingent consideration relating to the business acquisitions of the Company. We exclude these costs, or gains, from calculating non-GAAP measures because (i) they are based upon valuation methodologies and assumptions that vary over time and are outside of our control and thus are unrelated to our core operating performance.
Gain on bargain purchase, net of deferred taxes as a non-cash gain, has been excluded from the calculation of non-GAAP measures.
M&A costs are comprised of costs incurred around the time of a transaction, such as legal and professional fees, debt origination costs, and transaction-related taxes, directly incurred as a result of acquisitions. The exclusion of merger and acquisition-related costs provides investors with a clearer understanding of our core operating performance, as these costs are unrelated to our efforts to serve our clients and can vary significantly from period-to-period depending on the timing, size, and complexity of transactions, which can distort comparability of financial results over time.
EPS and Adjusted EPS diluted for the three and six months ended June 30, 2025 and June 30, 2024, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands, except per share amounts) |
| Three months ended June 30, |
| 2025 | | 2024 |
| GAAP | | Adjustments(1) | | Non-GAAP | | GAAP | | Adjustments(1) | | Non-GAAP |
Net loss and Adjusted Net Income | $ | (5,730) | | | $ | 17,616 | | | $ | 11,885 | | | $ | (5,166) | | | $ | 11,813 | | | $ | 6,647 | |
Adjustments to Net Income | | | | | | | | | | | |
Amortization of intangible assets | | | 1,665 | | | | | | | 1,099 | | | |
Share-based accounting charge | | | 7,394 | | | | | | | 7,597 | | | |
Post-combination compensation charge | | | 5,336 | | | | | | | 2,992 | | | |
Change in fair value of contingent consideration | | | 1,693 | | | | | | | 1,636 | | | |
Long-term incentive program expense | | | 1,528 | | | | | | | 845 | | | |
Gain on bargain purchase price | | | — | | | | | | | (2,356) | | | |
| | | $ | 17,616 | | | | | | | $ | 11,813 | | | |
Weighted average number of shares outstanding | | | | | | | | | | | |
–Common Shares | 17,183,129 | | | | 17,183,129 | | 13,006,632 | | | | 13,006,632 |
–Fully Diluted | 26,172,828 | | | | 26,172,828 | | 24,562,935 | | | | 24,562,935 |
Earnings per share (EPS, $), based on | | | | | | | | | | | |
–Common Shares | $ | (0.44) | | | | | $ | 0.69 | | | $ | (0.78) | | | | | $ | 0.51 | |
–Fully Diluted (Adjusted EPS, diluted) | | | | | $ | 0.45 | | | | | | | $ | 0.27 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands, except per share amounts) |
| Six months ended June 30, |
| 2025 | | 2024 |
| GAAP | | Adjustments(1) | | Non-GAAP | | GAAP | | Adjustments | | Non-GAAP |
Net loss and Adjusted Net Income | $ | (16,346) | | | $ | 31,897 | | | $ | 15,551 | | | $ | (10,581) | | | $ | 23,553 | | | $ | 12,972 | |
Adjustments to Net Income | | | | | | | | | | | |
Amortization of intangible assets | | | 2,956 | | | | | | | 2,075 | | | |
Share-based accounting charge | | | 14,838 | | | | | | | 15,194 | | | |
Post-combination compensation charge | | | 8,776 | | | | | | | 5,121 | | | |
Change in fair value of contingent consideration | | | 2,676 | | | | | | | 2,264 | | | |
Long-term incentive program expense | | | 2,651 | | | | | | | 1,363 | | | |
Gain on bargain purchase price | | | - | | | | | | | (2,464) | | | |
| | | $ | 31,897 | | | | | | | $ | 23,553 | | | |
Weighted average number of shares outstanding | | | | | | | | | | | |
–Common Shares | 17,044,164 | | | | 17,044,164 | | 12,860,164 | | | | 12,860,164 |
–Fully Diluted | 25,838,782 | | | | 25,838,782 | | 24,345,430 | | | | 24,345,430 |
Earnings per share (EPS, $), based on | | | | | | | | | | | |
–Common Shares | $ | (1.06) | | | | | $ | 0.91 | | | $ | (1.21) | | | | | $ | 1.01 | |
–Fully Diluted (Adjusted EPS, diluted) | | | | | $ | 0.60 | | | | | | | $ | 0.53 | |
EPS and Adjusted diluted EPS for the year ended December 31, 2024, were as follows:
| | | | | | | | | | | | | | | | | |
| $ thousands, except per share amounts |
| GAAP | | Adjustments(1) | | Non-GAAP |
| Net income and Adjusted Net Income | $ | (23,957) | | | $ | 51,681 | | | $ | 27,724 | |
| | | | | |
| Adjustments to Net Income | | | | | |
| Amortization of intangible assets | | | 4,671 | | | |
| Share-based accounting charge | | | 31,804 | | | |
| Post-combination compensation charge | | | 11,599 | | | |
| Change in fair value of contingent consideration | | | 1,910 | | | |
| Long-term incentive program expense | | | 4,162 | | | |
| Gain on bargain purchase price | | | (2,464) | | | |
| | | $ | 51,681 | | | |
| | | | | |
| Weighted average number of shares outstanding | | | | | |
- Common Shares | 13,409,160 | | | | | 13,409,160 | |
- Fully Diluted | | | | | 24,954,426 | |
| | | | | |
| Earnings per share (EPS, $), based on | | | | | |
- Common Shares | $ | (2.34) | | | | | $ | 2.07 | |
- Fully Diluted (Adjusted diluted EPS) | | | | | $ | 1.11 | |
__________________
(1)Table may not sum due to immaterial rounding differences
EPS and Adjusted diluted EPS for the year ended December 31, 2023, were as follows:
| | | | | | | | | | | | | | | | | |
| $ thousands, except per share amounts |
| GAAP | | Adjustments | | Non-GAAP |
| Net income and adjusted net income | $ | (14,244) | | | $ | 40,749 | | | $ | 26,505 | |
| | | | | |
| Adjustments to Net Income | | | | | |
| Amortization of intangible assets | | | 3,879 | | | |
| Share-based accounting charge | | | 30,904 | | | |
| Post-combination compensation charge | | | 6,295 | | | |
| Change in fair value of contingent consideration | | | 1,711 | | | |
| Long-term incentive program expense | | | 2,796 | | | |
| Gain on bargain purchase price | | | (4,836) | | | |
| | | $ | 40,749 | | | |
| | | | | |
| Weighted average number of shares outstanding | | | | | |
- Common Shares | 9,325,231 | | | | | 9,325,231 | |
- Fully Diluted | | | | | 23,338,553 | |
| | | | | |
| Earnings per share (EPS, $), based on | | | | | |
- Common Shares | $ | (2.52) | | | | | $ | 2.84 | |
- Fully Diluted (Adjusted diluted EPS) | | | | | $ | 1.14 | |
The tables below sets forth a reconciliation of Adjusted Free Cash Flow to net cash provided by operating activities.
| | | | | | | | | | | |
| For the six months ended June 30, |
| 2025 | | 2024 |
| | | |
| $ thousands, except where indicated |
Net cash provided by operating activities | $ | 449 | | | $ | 141 | |
Prepaid post-combination expense | 10,306 | | | 4,440 | |
Change in other liability | 996 | | | 982 | |
Change in contingent consideration | 3 | | | 269 | |
Capex | (93) | | | (5) | |
Adjusted Free Cash Flow | $ | 11,660 | | | $ | 5,826 | |
| | | | | | | | | | | |
| For the year ended December 31, |
| 2024 | | 2023 |
| | | |
| ($ in thousands) |
Net cash provided by operating activities | $ | 16,402 | | | $ | 10,234 | |
| Prepaid post-combination expense | 4,640 | | | 9,504 | |
| Change in other liability | 982 | | | 1,822 | |
| Change in contingent consideration | 269 | | | 43 | |
| Capex | (56) | | | (233) | |
Adjusted Free Cash Flow | $ | 22,237 | | | $ | 21,370 | |
The tables below sets forth a reconciliation of cash and cash equivalents at period-end to net debt at period-end.
| | | | | | | | | | | |
| June 30, 2025 (Unaudited) | | December 31, 2024 |
| | | |
| ($ in thousands) |
| Cash and cash equivalents as of end of period | $ | 9,792 | | | $ | 14,536 | |
| Notes payable, long-term, net | (43,921) | | | (26,014) | |
| Notes payable, current portion, net | (8,098) | | | (6,031) | |
| Net debt at period-end | $ | (42,226) | | | $ | (17,509) | |
| | | | | | | | | | | |
| For the year ended December 31, |
| 2024 | | 2023 |
| | | |
| ($ in thousands) |
Cash and cash equivalents as of end of period | $ | 14,536 | | | $ | 14,341 | |
| Notes payable, long-term, net | 26,014 | | | 7,571 | |
| Notes payable, current portion, net | 6,031 | | | 3,370 | |
| Net debt at period-end | $ | (17,509) | | | $ | 3,400 | |
Segment Results of Operations
We have three reportable segments as of June 30, 2025: Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services. The results of operations of our segments are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | For the six months ended June 30, |
| 2025 | | 2024 | | Change | | 2025 | | 2024 | | Change | | |
| | | | | | | | | | | | | |
| ($ in thousands) |
| Government Relations Consulting | | | | | | | | | | | | | |
Revenue | $ | 27,301 | | | $ | 25,500 | | | $ | 1,801 | | | $ | 53,465 | | | $ | 50,329 | | | $ | 3,136 | | | |
Staff costs | 12,297 | | | 11,662 | | | 636 | | | 24,898 | | | 23,271 | | | 1,627 | | | |
Non-staff costs | 2,259 | | | 1,965 | | | 293 | | | 4,325 | | | 3,921 | | | 404 | | | |
Segment Adjusted Pre-Bonus EBITDA | 12,745 | | | 11,873 | | | 872 | | | 24,242 | | | 23,137 | | | 1,105 | | | |
| | | | | | | | | | | | | |
| Corporate Communications & Public Affairs Consulting | | | | | | | | | | | | | |
Revenue | 18,144 | | | 8,336 | | | 9,808 | | | 28,156 | | | 15,537 | | | 12,619 | | | |
Staff costs | 10,408 | | | 5,943 | | | 4,465 | | | 16,728 | | | 10,941 | | | 5,786 | | | |
Non-staff costs | 2,731 | | | 1,448 | | | 1,283 | | | 4,186 | | | 2,750 | | | 1,436 | | | |
Segment Adjusted Pre-Bonus EBITDA | 5,005 | | | 945 | | | 4,060 | | | 7,243 | | | 1,846 | | | 5,397 | | | |
| | | | | | | | | | | | | |
| Compliance and Insights Services | | | | | | | | | | | | | |
Revenue | 3,143 | | | 2,667 | | | 476 | | | 6,277 | | | 5,267 | | | 1,010 | | | |
Staff costs | 1,264 | | | 1,206 | | | 58 | | | 2,586 | | | 2,400 | | | 187 | | | |
Non-staff costs | 147 | | | 150 | | | (3) | | | 286 | | | 312 | | | (25) | | | |
Segment Adjusted Pre-Bonus EBITDA | 1,732 | | | 1,311 | | | 421 | | | 3,405 | | | 2,556 | | | 849 | | | |
| | | | | | | | | | | | | |
Unallocated bonus expense | (3,745) | | | (393) | | | (3,352) | | | (6,883) | | | (3,394) | | | (3,489) | | | |
Unallocated corporate costs | (2,966) | | | (4,301) | | | 1,335 | | | (6,815) | | | (6,904) | | | 89 | | | |
Adjusted EBITDA incl. M&A expense | 12,772 | | | 9,435 | | | 3,337 | | | 21,192 | | | 17,241 | | | 3,951 | | | |
| M&A Expenses | 82 | | | 1,401 | | | (1,319) | | | 276 | | | 1,557 | | | (1,281) | | | |
| Adjusted EBITDA | $ | 12,854 | | | $ | 10,836 | | | $ | 2,018 | | | $ | 21,468 | | | $ | 18,798 | | | $ | 2,670 | | | |
The personnel costs for the three and six months ended June 30, 2025 for the Government Relations Consulting segment increased by $0.6 and $1.6 million, respectively, of which $0.9 million was the result of the acquisitions of Pagefield and $0.7 million arose from increases in line with revenue. Furthermore, for the three and six months ended June 30, 2025, the personnel costs for the Corporate Communications & Public Affairs Consulting segment increased $4.5 and $5.8 million, respectively, which primarily reflects the acquisition of Lucas, Pagefield and TrailRunner. Additionally, there was a $0.4 million increase in post-combination compensation expense relating to the acquisitions of Lucas, Pagefield and TrailRunner.
Government Relations Consulting Segment Adjusted Pre-Bonus EBITDA increased by $0.9 and $1.1 million, or 7.3% and 4.8%, for the three and six months ended June 30, 2025, respectively, arising from the acquisition of Pagefield as well as organic growth, offset by associated staff costs increases.
Corporate Communications & Public Affair Consulting Segment Adjusted Pre-Bonus EBITDA increased by $4.1 and $5.4 million or 429.7% and 292.4% for the three and six months ended June 30, 2025, respectively, with an increase in business from the acquisitions of Pagefield, Lucas and TrailRunner, further amplified by organic growth in the remaining businesses.
Compliance and Insights Services Segment Adjusted Pre-Bonus EBITDA increased by $0.4 and $0.8 million, or 32.1% and 33.2%, for the three and six months ended June 30, 2025, respectively. The underlying business lines
continued to perform well, and benefited from improving margins due to revenue growth in combination with extensive use of technology.
We have three reportable segments as of December 31, 2024, Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services. The results of operations of our segments are as follows:
| | | | | | | | | | | | | | | | | |
| For the year ended December 31, |
| 2024 | | 2023 | | Change |
| | | | | |
| ($ thousands) |
| Government Relations Consulting | | | | | |
| Revenue | $ | 102,464 | | | $ | 95,477 | | | $ | 6,987 | |
| Staff costs | 47,342 | | | 41,963 | | | 5,379 | |
| Non-staff costs | 8,173 | | | 7,594 | | | 579 | |
| Segment Adjusted Pre-Bonus EBITDA | 46,950 | | | 45,919 | | | 1,029 | |
| | | | | |
| Corporate Communications & Public Affairs Consulting | | | | | |
| Revenue | 36,405 | | | 32,257 | | | 4,148 | |
| Staff costs | 23,419 | | | 19,990 | | | 3,429 | |
| Non-staff costs | 5,203 | | | 3,517 | | | 1,686 | |
| Segment Adjusted Pre-Bonus EBITDA | 7,784 | | | 8,750 | | | (966) | |
| | | | | |
Compliance and Insights Services | | | | | |
| Revenue | 10,694 | | | 7,253 | | | 3,441 | |
| Staff costs | 4,893 | | | 3,548 | | | 1,345 | |
| Non-staff costs | 703 | | | 566 | | | 137 | |
| Segment Adjusted Pre-Bonus EBITDA | 5,098 | | | 3,139 | | | 1,959 | |
| | | | | |
| Unallocated bonus expense | 10,375 | | | 13,178 | | | (2,803) | |
| Unallocated corporate costs | 13,328 | | | 9,562 | | | 3,766 | |
| Adjusted EBITDA incl. M&A expense | 36,129 | | | 35,068 | | | 1,061 | |
| M&A expense | 2,434 | | | 308 | | | 2,126 | |
| Adjusted EBITDA | $ | 38,563 | | | $ | 35,376 | | | $ | 3,187 | |
Government Relations Consulting Segment Adjusted Pre-Bonus EBITDA increased by $1.0 million from the acquisitions of MultiState and Pagefield as well as organic growth, offset by associated staff costs increases as well as a re-investment initiative at Alpine with temporary negative margin impact.
Public Affair Consulting Segment Adjusted Pre-Bonus EBITDA declined by $1.0 million, with an increase in business from the acquisitions of Pagefield and Lucas being offset by a decline in the remaining businesses. This decline primarily arose in the first half of 2024 (also following a decline in the second half of 2023), reflecting a reduction in client project spend. We believe this reduction in project spend in 2023 was primarily driven by economic headwinds (spurred by geopolitical tensions and other factors), while in 2024 this was primarily driven by the pending US elections which traditionally dampen policy communications due to media prices and political uncertainty. In the second half of 2024, Corporate Communications & Public Affairs Consulting resumed its growth.
Compliance and Insights Services Segment Adjusted Pre-Bonus EBITDA increased by $2.0 million primarily driven by the acquisition of MultiState. The underlying business lines continued to perform well, and benefited from improving margins due to revenue growth in combination with extensive use of technology.
Factors Affecting Our Results of Operations
Ongoing changes in policy, regulatory and political activity are driving demand for our services.
The size of the market for government relations services has steadily grown over the past decade. Federal level lobbying increased at a CAGR of over 3.0% between 2014 and 2024. In general, changes in power - and the associated change in agendas – drive a need for clients to interact with government and voter constituencies on policy matters. In recent years this market growth was driven by historic levels of stimulus and infrastructure spending from the federal government during and immediately after the COVID years, increased focus on state and city lobbying, and active legislative agendas at all government levels. Also following the outcome of the 2025 US elections, we have observed material new business activity in the US driven by evolving US tariff policies, tax policies, antitrust initiatives and an expected move toward deregulation of certain industries. These factors are applicable to all three segments of our group.
The market for public affairs is complementary to that for government relations, and is believed to be larger. While the long-term growth trends for all of these markets are believed to be similar, in the short term. Public affairs is more susceptible to the swings of economic environment and timing of elections.
Since our inception, we have grown our business substantially through strategic acquisitions of other firms in our industry and expect to make additional acquisitions in the future.
Since our founding in 2014, we have acquired multiple businesses, which currently operate as 12 semi-autonomous member companies. Following each successive acquisition, each new member company has been integrated into our corporate structure and its financial position, cash flows and operating results subsequently consolidated in to our accounts and annual financial statements. Our revenue has grown significantly over the period since 2014 in part as a result of such consolidation as well organic growth. In the years ending December 31, 2023 and 2024, we acquired three businesses (MultiState, Lucas and Pagefield); in April 2025, we also completed the acquisition of TrailRunner and in August 2025, we completed the acquisition of Pine Cove. We continue to actively seek to expand our portfolio of member companies internationally with strategically and financially attractive opportunities while adding complementary specializations. We believe that we can substantially grow our revenue in the coming years through a combination of such acquisitions and organic growth. Our ability to grow our revenues through further M&A activity, and to and achieve our desired EBITDA margins, will depend on a number of factors, including the availability of acquisition targets and our ability to negotiate favorable pricing and terms, factors which may in turn be impacted by market conditions, interest rates and the demand for services in our industry.
Limited Exposure to Shifts in Political Power
Since inception, our strategy has been to minimize reliance on the political orientation of the parties that control executive or legislative government bodies. To that end, each of our member companies operates with clients from across the political spectrum irrespective of their party affiliation. In addition, we do not engage in work for political campaigns. This approach is intended to ensure stability in our client base and mitigate the potential impact of changes in political leadership on our business operations.
Relatively low cyclicality of demand for lobbying services helps mitigate greater cyclicality in the public affairs and strategic communications market.
The level and variability of demand for lobbying services varies by industry, and the demand for lobbying services can be impacted by political developments such as proposed legislation affecting a particular industry or group. For example, in a given year, proposed soda taxes may result in increased lobbying expenditure by the beverage industry or legislation affecting federal health care spending or reimbursements could boost lobbying expenditure by the healthcare and pharmaceutical industries. Overall, however, lobbying expenditure appears to be less correlated to the economic cycle, and has shown a relatively modest decline during recent recessions—for example, there was only a ~2% decline in active lobbyist positions during the 2008 recession.
By contrast, corporate allocations to public affairs are more exposed to cyclicality, for example through project-based fees, than government relations. During an economic downturn, clients may be more likely to defer big public
affairs projects and trim media spend. Increased public affairs spending in recent years has been driven by several key trends, including more advanced digital engagement capabilities and channels and heightened consumer and brand activism, but there can be no assurance that such trends will continue. We believe that our core lobbying relationships provide a strong foothold giving us access to client decision makers, and we have seen less cyclical variability in our related public affairs revenues than our competitors that do not have integrated lobbying offerings.
There has been recent discussion in the financial press about a heightened risk of recession in the US or other global markets over the next 12 months. While, as noted, we would expect any resulting impact on the demand for our services to be felt primarily in our Corporate Communications & Public Affairs Consulting segment, a prolonged or severe downturn in the US or global economy could negatively impact demand for lobbying and public affairs services and thus our revenues and results of operations.
Digital disruption and AI are likely to continue to affect the needs of our Strategic Communications and Public Affairs clients and the way we do business.
Work in our Government Relations Consulting segment has faced limited digital disruption to its core business model or service offering. Firms still largely operate in a traditional way based on relationships and face-to face interactions (physically or virtually). Digital content, communication and channels have, however, been a significant disruptor to the public relations industry as well as the strategic communications sector and have significantly changed the way that communications and advocacy are delivered. Data analytics knowledge and tools have become increasingly valuable and are more often than not required hiring criteria for agency employees.
Liquidity and Capital Resources
Our primary sources of liquidity have been cash flows from operations and bank borrowings, and our principal uses of cash flows from operations include investment in strategic acquisitions and distributions to our shareholders.
Our ability to fund future acquisitions, capital expenditures and working capital, and to make scheduled payments of principal, or to pay the interest on, or to refinance, our indebtedness, will depend on our future performance and our ability to generate cash, which, to a certain extent, is subject to general economic, financial, competitive, legislative, legal, regulatory and other factors that are beyond our control. We believe that our cash flows from operating activities and bank borrowings will be sufficient to fund our anticipated acquisitions, capital expenditure, working capital requirements and debt service requirements as they become due.
Our working capital cycle typically peaks during the second quarter of the year due to the timing of payments for incentive compensation, income taxes and contingent purchase price obligations. In addition, we have contractual obligations related to our long-term debt (principal and interest payments), recurring business operations, primarily related to lease obligations, and acquisition-related obligations. Our principal discretionary cash spending includes dividend payments to common shareholders and strategic acquisitions. The Company has adjusted its dividend policy in January 2025, to propose to approximately halve the dividend paid per share in order to preserve capital for future M&A opportunities. The Company anticipates continuing to avail itself of debt facilities, however management will continue to consider all available sources of capital.
Historical cash flows
The following table summarizes our cash flows for the six months ended June 30, 2025 and 2024:
| | | | | | | | | | | |
| For the six months ended June 30, |
| 2025 | | 2024 |
| | | |
| ($ thousands) |
Net cash provided by operating activities | $ | 449 | | | $ | 141 | |
Net cash used in investing activities | (18,615) | | | (19,788) | |
Net cash provided by financing activities | 13,387 | | | 10,790 | |
Effect of exchange rate changes on cash and cash equivalents | 36 | | | (16) | |
Net decrease in cash and cash equivalents | (4,744) | | | (8,874) | |
Cash and cash equivalents as of beginning of year | 14,536 | | | 14,341 | |
Cash and cash equivalents as of end of year | $ | 9,792 | | | $ | 5,468 | |
Cash flows generated from operating activities for the six months ended June 30, 2025 and 2024
Net cash provided by operating activities was $0.4 million for the six months ended June 30, 2025, compared to $0.1 million for the six months ended June 30, 2024. This increase of $0.3 million, or 218.7%, was primarily due to the growth in our business operations, additional income associated with the acquisition of Lucas, Pagefield and TrailRunner, and favorable movements in working capital. In absolute terms, the net cash provided by operating activities tends to be lower in the first 6 months of the year due to payment of bonuses.
Cash flows used in investing activities for the six months ended June 30, 2025 and 2024
Cash flows used in investing activities was $(18.6) million for the six months ended June 30, 2025, compared to $(19.8) million for the six months ended June 30, 2024. This decrease of $1.2 million, or 5.9% was primarily due to an increase in the amount of cash paid for acquisitions (net of cash acquired), reflecting the acquisition of TrailRunner in 2025 and the acquisitions of Lucas and Pagefield in 2024.
Cash flows used in financing activities for the six months ended June 30, 2025 and 2024
Cash flows used in financing activities was $13.4 million for the six months ended June 30, 2025, compared to $10.8 million used in financing activities for the six months ended June 30, 2024. This increase of $2.6 million or 24.1% was primarily due to an increase in the proceeds from drawdowns under the Bank Credit Facilities.
The following table summarizes our cash flows for the years ended December 31, 2024 and 2023:
| | | | | | | | | | | |
| For the year ended December 31, |
| 2024 | | 2023 |
| | | |
| ($ thousands) |
| Net cash provided by operating activities | $ | 16,402 | | | $ | 10,235 | |
| Net cash used in investing activities | (19,490) | | | (10,079) | |
| Net cash provided by (used in) financing activities | 3,337 | | | (7,017) | |
| Effect of exchange rate changes on cash and cash equivalents | (55) | | | — | |
| Net increase (decrease) in cash and cash equivalents | 195 | | | (6,861) | |
| Cash and cash equivalents as of beginning of year | 14,341 | | | 21,202 | |
| Cash and cash equivalents as of end of year | $ | 14,536 | | | $ | 14,341 | |
Cash flows generated from operating activities for the years ended December 31, 2024 and 2023
Net cash provided by operating activities was $16.4 million in the year ended December 31, 2024, compared to $10.2 million in the year ended December 31, 2023. This increase was primarily driven by a decrease in post-combination compensation payments relating to business acquisitions from $11.3 million to $5.9 million.
Cash flows used in investing activities for the years ended December 31, 2024 and 2023
Cash flows used in investing activities were $19.5 million in the year ended December 31, 2024, compared to $10.1 million in the year ended December 31, 2023. This increase was primarily due to an increase in the amount of cash paid for acquisitions (net of cash acquired), reflecting the acquisitions of Lucas and Pagefield, offset to some degree by the current portion of the Alpine Notes Receivable, a one-time loan of up to $750,000 (of which $513,000 was drawn on April 14, 2022) made by the Company to AG Holdings, Inc. (formerly The Alpine Group Inc.) in December 2021 to cover certain tax obligations related to the sale of shares in the UK IPO.
Cash flows used in financing activities for the years ended December 31, 2024 and 2023
Cash flows provided by financing activities were $3.3 million in the year ended December 31, 2024, compared to $7.0 million used in financing activities in the year ended December 31, 2023. This increase was primarily due to a $11.0 million increase in the proceeds from drawdowns under the Bank Credit Facilities.
The following table summarizes the components of changes in cash and cash equivalents for the six months ended June 30, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| For the six months ended June 30, | | | | |
| 2025 | | 2024 | | change (%) | | change |
| | | | | | | |
| ($ thousands) | | | | ($ thousands) |
Net cash provided by operating activities - as reported | $ | 449 | | | $ | 141 | | | 218.7 | % | | $ | 308 | |
| Add back items related to acquisitions: | | | | | | | |
| Other liability | 996 | | 982 | | 1.4 | % | | 14 | |
| Contingent consideration | 3 | | 269 | | (98.9) | % | | (266) | |
| Prepaid post-combination expense | 10,306 | | 4,440 | | 132.1 | % | | 5,866 | |
Principal cash sources | 11,753 | | | 5,831 | | | 101.6 | % | | 5,922 | |
| Capital expenditures | (93) | | (5) | | 1,880.3 | % | | (88) | |
| Dividends paid | (5,765) | | (11,202) | | (48.5) | % | | 5,437 | |
Items related to acquisitions: | | | | | | | |
| Cash paid for acquisitions, net of cash acquired | (18,522) | | (19,784) | | (6.4) | % | | 1,261 | |
| Payment of contingent consideration | (726) | | (750) | | (3.2) | % | | 24 | |
| Other liability | (996) | | (982) | | 1.4 | % | | (14) | |
| Contingent consideration | (3) | | (269) | | (98.9) | % | | 266 | |
| Prepaid post-combination expense | (10,306) | | (4,440) | | 132.1 | % | | (5,866) | |
Principal cash uses | (36,411) | | (37,430) | | (2.7) | % | | 1,020 | |
Principal cash uses in excess of principal cash sources | (24,658) | | (31,599) | | (22.0) | % | | 6,942 | |
| Effect of foreign exchange rate changes on cash and cash equivalents | 36 | | (16) | | (326.0) | % | | 51 | |
Net financing activities: | | | | | | | |
| Proceeds from notes payable | 24,000 | | 25,000 | | (4.0) | % | | (1,000) | |
| Payment of debt issuance costs | (82) | | (786) | | (89.5) | % | | 704 | |
| Principal payment of notes payable | (4,040) | | (1,473) | | 174.3 | % | | (2,567) | |
Decrease in cash and cash equivalents - as reported | (4,744) | | $ | (8,874) | | | (46.5) | % | | 4,130 | |
The following table summarizes the components of changes in cash and cash equivalents for the years ended December 31, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| For the years ended December 31, | | | | |
| 2024 | | 2023 | | change (%) | | change |
| | | | | | | |
| ($ thousands) | | | | ($ thousands) |
Net cash provided by operating activities - as reported | $ | 16,402 | | | $ | 10,235 | | | 60.3 | % | | $ | 6,167 | |
| Add back items related to acquisitions: | | | | | | | |
| Other liability | 982 | | | 1,822 | | | (46.1) | % | | (840) | |
| Contingent consideration | 269 | | | 43 | | | 525.6 | % | | 226 | |
| Prepaid post-combination expense | 4,640 | | | 9,504 | | | (51.2) | % | | (4,864) | |
| Principal cash sources | 22,293 | | | 21,604 | | | 3.2 | % | | 689 | |
| Capital expenditures | (56) | | | (233) | | | (76.0) | % | | 177 | |
| Proceeds received for notes receivable - related parties | 350 | | | — | | | — | | | 350 | |
| Proceeds issued for notes receivable - related parties | — | | | (1,750) | | | (100.0) | % | | 1,750 | |
| Dividends paid | (16,836) | | | (15,843) | | | 6.3 | % | | (993) | |
| Items related to acquisitions: | | | | | | | |
| Cash paid for acquisitions, net of cash acquired | (19,784) | | | (8,096) | | | 144.4 | % | | (11,688) | |
| Payment of contingent consideration | (750) | | | (1,779) | | | (57.8) | % | | 1,029 | |
| Other liability | (982) | | | (1,822) | | | (46.1) | % | | 840 | |
| Contingent consideration | (269) | | | (43) | | | 525.6 | % | | (226) | |
| Prepaid post-combination expense | (4,640) | | | (9,504) | | | (51.2) | % | | 4,864 | |
| Principal cash uses | (42,967) | | | (39,070) | | | 10.0 | % | | (3,897) | |
| Principal cash uses in excess of principal cash sources | (20,674) | | | (17,466) | | | 18.4 | % | | (3,208) | |
| Effect of foreign exchange rate changes on cash and cash equivalents | (55) | | | — | | | — | | | (55) | |
| Net financing activities: | | | | | | | |
| Proceeds from notes payable | 25,000 | | | 14,000 | | | (78.6) | % | | (11,000) | |
| Payment of debt issuance costs | (215) | | | (451) | | | 52.3 | % | | (236) | |
| Principal payment of notes payable | (3,863) | | | (2,944) | | | (31.2) | % | | 919 | |
| Decrease in cash and cash equivalents - as reported | $ | 193 | | | $ | (6,860) | | | (102.8) | % | | $ | 7,054 | |
Future Capital Requirements
We are actively seeking to expand our portfolio of member companies internationally with strategically and financially attractive opportunities while adding complementary specializations. In the periods presented, we have invested, on average, $23.8 million of cash per year in M&A activities. This pattern is likely to continue or be accelerated. We expect to fund the cash component of the purchase price for such acquisitions with net cash from operating activities and a combination of new stock issuance and debt financing.
Our capital expenditures principally include investments in office build-outs and small equipment, and have not historically been material to the Company.
Contractual Commitments and Contingencies
Contractual obligations
Our principal contractual obligations consist of our obligations in respect of financial indebtedness that is owed under our credit facilities. In addition, we have obligations under leases, trade and other payables, capital commitments and other contractual commitments. Finally, we have earnout obligations under acquisition agreements. We expect that our contractual commitments may evolve over time in response to current business and
market conditions, with the result that future amounts due may differ considerably from the expected amounts payable set out in the table below.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Payments due by |
| Contractual obligations | | 2025 | | 2026 | | 2027 | | 2028 | | Thereafter | | Total |
| | | | | | | | | | | | |
| | ($ thousands) |
Long-term debt (excluding interest) | | $ | 4,718 | | | $ | 9,148 | | | $ | 9,450 | | | $ | 17,600 | | | $ | 11,311 | | | $ | 52,227 | |
Operating lease obligations | | 3,132 | | | 6,295 | | | 5,352 | | | 4,650 | | | 4,235 | | | 23,663 | |
Total | | $ | 7,850 | | | $ | 15,443 | | | $ | 14,802 | | | $ | 22,250 | | | $ | 15,546 | | | $ | 75,889 | |
Financial obligations
Bank Credit Facilities
On February 28, 2023, PPHC entered into a $17.0 million credit agreement with Bank of America (as amended, the “Credit Agreement”), providing for a senior secured line of credit of up to $3.0 million (the “2023 Facility 1”) and a senior secured term loan of $14.0 million (the “2023 Facility 2,” and, together with the 2023 Facility 1, the “2023 Facilities”). In April 2024 and June 2024, respectively, we entered into two amendments to the Credit Agreement, which provided for two additional term loans in the amounts of, respectively, $6.0 million (the “2024 Term Loan A”) and $19.0 million (the “2024 Term Loan B,” and, together with the 2024 Term Loan A, the “2024 Facilities”). In January 2025, we entered into a third amendment, creating an additional term loan of up to $24.0 million (the “2025 Term Loan,” and, together with the 2023 Facilities and the 2024 Facilities, the “Bank Credit Facilities”),
The interest rate under the 2023 Facilities is the Secured Overnight Financing Rate (“SOFR”) as administered by the Federal Reserve Bank of New York, plus 2.25% per annum. The interest rate under the 2024 Facilities is SOFR plus 2.60% per annum, and the interest rate under the 2025 Term Loan is SOFR plus 2.60% per annum. Interest is payable monthly.
The Bank Credit Facilities are collateralized by substantially all of our assets.
The Bank Credit Facilities mature on March 31, 2029.
As of December 31, 2024, there was no balance outstanding under the 2023 Facility 1; $7.9 million outstanding under the 2023 Facility 2; $5.9 million outstanding under the 2024 Term Loan A; $18.5 million under the 2024 Term Loan B; and no balance outstanding under the 2025 Term Loan.
As of June 30. 2025, there was no balance outstanding under the 2023 Facility 1; $6.1 million outstanding under the 2023 Facility 2; $5.4 million outstanding under the 2024 Term Loan A; $17.1 million under the 2024 Term Loan B; and $23.6 million outstanding under the 2025 Term Loan.
As of December 31, 2024, under the 2023 Facility 1, we had capacity to re-borrow up to $3.0 million, less any outstanding letters of credit, or 80% of our eligible receivables, whichever is less.
As of June 30, 2025, the principal maturities under the Bank Credit Facilities were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ thousands) |
| Principal amount maturing under |
| 2023 Facility 1 | | 2023 Facility 2 | | 2024 Term Loan A | | 2024 Term Loan B | | 2025 Term Loan C | | Total |
2025 | $ | — | | | $ | 1,050 | | | $ | 450 | | | $ | 1,425 | | | $ | 1,793 | | | $ | 4,718 | |
2026 | — | | | 2,100 | | | 900 | | | 2,850 | | | 3,298 | | | 9,148 | |
2027 | — | | | 2,100 | | | 900 | | | 2,850 | | | 3,600 | | | 9,450 | |
2028 | — | | | 875 | | | 3,150 | | | 9,975 | | | 3,600 | | | 17,600 | |
| 2029 | — | | | — | | | — | | | — | | | 11,311 | | | 11,311 | |
| $ | — | | | $ | 6,125 | | | $ | 5,400 | | | $ | 17,100 | | | $ | 23,602 | | | $ | 52,227 | |
As of December 31, 2024, the principal maturities under the Bank Credit Facilities were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Principal amount maturing under |
| 2023 Facility 1 | | 2023 Facility 2 | | 2024 Term Loan A | | 2024 Term Loan B | | Total |
| | | | | | | | | |
| $ thousands |
| 2025 | $ | — | | | $ | 2,450 | | | $ | 900 | | | $ | 2,850 | | | $ | 6,200 | |
| 2026 | — | | | 2,100 | | | 900 | | | 2,850 | | | 5,850 | |
| 2027 | — | | | 2,100 | | | 900 | | | 2,850 | | | 5,850 | |
| 2028 | — | | | 1,225 | | | 3,150 | | | 9,975 | | | 14,350 | |
| $ | — | | | $ | 7,875 | | | $ | 5,850 | | | $ | 18,525 | | | $ | 32,250 | |
Contingent Obligations
Earnout obligations
As part of the typical structure of our acquisitions of new member companies, we are committed to making certain earnout payments. These earnout payments are based on a profit-driven formula and only materialize if the acquired company realizes profit growth after the date of completion. Payments are typically made in a mix of cash and shares. In turn, each of these components of earnout payments may be subject to further vesting requirements and employment conditions, which keeps the recipients financially committed to business.
In relation to these earnout payments, as of June 30, 2025, we recorded liabilities of $22.0 million on our balance sheet, spread across the line items Contingent Consideration and Other Liabilities. This number reflects both the estimated foreseen nominal payments, and also discount factors and fair value estimates. In nominal terms, over the period 2025-2030, based on expected performance of each of the acquired companies, we anticipate having to make earnout payments of $75.4 million, of which $42.7 million would be payable in cash, and the remainder in shares. The maximum earnout liability over that same period, which would only be reached if each acquisition meets very aggressive profit growth targets, would be $132.8 million, of which $77.7 million would be payable in cash, and the remainder in shares. Generally, in order for the equity holders of an acquired business to achieve their maximum earnout payments, the acquired business would need to grow its profit by 25-30% annually over the earnout period.
The following tables summarizes nominal earnout expectations:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | ($ in thousands) |
| | Remainder of 2025 | | 2026 | | 2027 | | 2028 | | 2029 | | 2030 | | Total |
| Expected earnout payments in Cash | | $ | 1,125 | | | $ | 10,900 | | | $ | 3,479 | | | $ | 19,112 | | | $ | 1,688 | | | $ | 6,384 | | | $ | 42,689 | |
| Expected earnout payments in PPHC stock | | — | | | 4,600 | | | 1,694 | | | 19,112 | | | 945 | | | 6,384 | | | 32,735 | |
| Expected earnout payments - total | | $ | 1,125 | | | $ | 15,500 | | | $ | 5,174 | | | $ | 38,224 | | | $ | 2,633 | | | $ | 12,769 | | | $ | 75,425 | |
| | | | | | | | | | | | | | |
| Maximum earnout payments in Cash | | $ | 1,539 | | | $ | 16,534 | | | $ | 12,896 | | | $ | 22,750 | | | $ | 13,957 | | | $ | 10,000 | | | $ | 77,677 | |
| Maximum earnout payments in PPHC stock | | — | | | 7,586 | | | 6,457 | | | 22,750 | | | 8,305 | | | 10,000 | | | 55,098 | |
| Maximum earnout payments - total | | $ | 1,539 | | | $ | 24,120 | | | $ | 19,353 | | | $ | 45,500 | | | $ | 22,262 | | | $ | 20,000 | | | $ | 132,774 | |
We expect that our contingent obligations may evolve over time in response to current business and market conditions, with the result that future amounts due may differ considerably from the expected amounts payable set out in the table above.
Off-Balance Sheet Arrangements
During the fiscal years ended December 31, 2024 and 2023, and the six months ended June 30, 2025, we did not engage in any off-balance sheet commitments, contingencies or arrangements as set forth in Item 303(b) of Regulation S-K.
Critical Accounting Estimates
Business Acquisitions and Valuation of Contingent Consideration and Post-Combination Liabilities
The Company accounts for business acquisitions using the acquisition method. Under ASC 805 Business Combinations, a business combination occurs when an entity obtains control of a “business.” The Company determines whether or not the gross assets acquired meet the definition of a business. If they meet this criteria, the Company accounts for the transaction as a business acquisition. If they do not meet this criteria the transaction is accounted for as an asset acquisition. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issuance of debt or equity securities.
Contingent consideration is measured at fair value at the date of acquisition and is based on expected cash flow of the acquisition target discounted over time using an observable market discount rate. The Company generally utilizes outside valuation experts to determine the amount of contingent consideration. We estimate and record the acquisition date fair value of contingent consideration as part of purchase price consideration for business acquisitions. Additionally, each reporting period, we estimate changes in the fair value of contingent consideration and recognizes any change in fair value in our consolidated statements of operations and other comprehensive loss. The fair value of the contingent consideration is generally measured using Monte Carlo simulations to estimate the achievement and amount of certain future operating results. The Monte Carlo simulations utilize subjective assumptions and estimates including; expected volatility of future operating results, discount rates applicable to future results, and expected growth rates. Future revisions to these assumptions could materially change the estimate of the fair value of contingent consideration and, therefore, materially affect our future financial results. The contingent consideration liability is to be settled through a combination of cash and shares of Common Stock based on each respective purchase agreement and the amount ultimately paid is dependent on the achievement of certain future operating results. During the years ended December 31, 2024 and 2023, the Company recorded a loss from
the change of fair value of contingent consideration of $1,909,750 and $1,711,235, respectively, which are included in operating expenses on the accompanying consolidated statement of operations. During the three and six months ended June 30, 2025 and 2024, the Company recorded a loss from the change of fair value of contingent consideration of $1,693,029, $2,676,344, $1,635,577 and $2,263,577, respectively, which are included in operating expenses on the unaudited condensed consolidated statement of operations.
Furthermore, the contractual purchase price of business acquisitions may include future payments to the seller that are not accounted for under ASC 805 Business Combinations due the existence of contractual vesting periods or claw-backs. Such future payments are generally recorded as liabilities of the Company. When a component of the contractual purchase price of an acquired business is determined not to be consideration transferred in exchange for the business, and should therefore be accounted for as a separate transaction (such as compensation costs), the Company may, on occasion, recognize a gain on bargain purchase price because the accounting purchase price is not inclusive of such a separate component of the contractual purchase price when being compared to the fair value of the identifiable net assets of the acquired business which, in some cases, may result in the fair value of the identifiable net assets being in excess of the fair value of the purchase price consideration.
The Company records post-combination business expense over the vesting or claw-back period applicable for these future payments on a straight-line basis with the amount accrued recorded as other liability. The future earnout payments that have vesting or claw-back rights tied to employment will reduce the amount of the other liability when paid. The fair value of other liabilities is measured using the same Monte Carlo simulation with the same assumptions and inputs as outlined above for contingent consideration liabilities. The fair value of post-combination compensation obligations is remeasured at each reporting date, any changes in fair value are reflected as a cumulative catch up to post-combination compensation expense in the period in which the remeasurement occurred.
Goodwill and Indefinite-lived Intangible Assets
Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired and the indefinite-lived intangible assets which consists of trademarks. In accordance with ASC 350, Intangibles - Goodwill and Other, goodwill and indefinite-lived intangible assets are not amortized but tested for impairment annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We test our goodwill and indefinite-lived intangible assets for impairment annually as of the end of the fourth quarter using the qualitative assessment. The process of evaluating the potential impairment is highly subjective and requires the application of significant judgment. We first assess whether there are qualitative factors which would indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. We consider events and circumstances such as, but not limited to, macroeconomic conditions, industry and market conditions, our overall financial performance, and other relevant entity-specific events. If the qualitative assessment indicates that the fair value of the reporting unit is less than its carrying amount, a quantitative assessment is performed. Based on the results of our qualitative assessment, there was no goodwill or indefinite-lived intangible asset impairment for the years ended December 31, 2024 and 2023.
Other Intangible Assets
Our definite-lived intangible assets consist of customer relationships, developed technology and non-compete agreements that have been acquired through various acquisitions. The Company generally utilizes third-party specialists to determine the fair value of acquired intangible assets. The valuation of these assets involves significant judgment and the use of valuation techniques such as the multi-period excess earnings method and the with-and-without method. These models require management to make assumptions about future revenue growth, customer attrition, operating margins, contributory asset charges, and discount rates. Changes in these assumptions could materially affect the fair value assigned to the intangible assets and the related amortization expense.
We amortize these assets over their estimated useful lives. Long-lived assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for an amount by
which the carrying amount of the asset exceeds the fair value of the asset. We have not recorded any impairment charges related to long-lived assets for the years ended December 31, 2024 and 2023.
Long-term incentive program charges
The fair value of awards issued under the Company’s long-term incentive program are estimated using a Black-Scholes option-pricing model on the grant date which requires subjective inputs. The inputs of the option-pricing model include the fair market value of our Common Stock based on the closing price as reported on the date of the grant on the AIM, estimated dividend yield, expected stock price volatility and risk-free interest rate. The amortization of the fair value of share-based awards is recorded as an expense in the statement of operations either within salaries and other personnel costs within cost of services or to general and administrative costs.
Critical Accounting Policies
Revenue Recognition
Revenue is recognized when control of services provided are transferred to customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. A significant portion of the Company’s contracts with customers have termination clauses that give the customer the right to terminate the contract without cause with one month's notice without any substantial penalty. As such, the Company believes such contracts should be treated as a month-to-month contract as this reflects the non-cancellable period of performance. For performance obligations for which the Company acts as an agent, the Company records revenue as the net amount of the gross billings less amounts remitted to the third party.
Business Combinations
Business combinations are accounted for using the acquisition method which requires that the assets acquired and liabilities assumed be recorded as of the date of the acquisition at their respective fair values with limited exceptions. Assets acquired and liabilities assumed in a business combination that arise from contingencies are generally recognized at fair value. If fair value cannot be determined, the asset or liability is recognized if probable and reasonably estimable; if these criteria are not met, no asset or liability is recognized. Transaction costs are expensed as incurred. The operating results of the acquired business are reflected in the Company’s consolidated financial statements after the date of acquisition.
Changes in and disagreements with accountants on accounting and financial disclosure
Upon the recommendation of our audit committee, we engaged Forvis Mazars, LLP on July 13, 2024 as the Company’s independent external (statutory) auditors for the year ending December 31, 2024. In connection with this appointment, in July 2024, upon the recommendation of our audit committee, we terminated the engagement of MN Blum, LLC (“MN Blum”) as our component auditor and terminated the engagement of Crowe U.K. LLP (“Crowe UK”) as our statutory auditor for the year ended December 31, 2024.
Neither MN Blum nor Crowe UK prepared reports on our financial statements for the year ended December 31, 2024.
No report by MN Blum or Crowe UK on our financial statements for the years ended December 31, 2022 or 2023, or for any subsequent interim period, contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, and there were no disagreements with respect to any such period with MN Blum or Crowe UK on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of MN Blum or Crowe UK, respectively, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report for such period.
There were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K for such years and subsequent interim period through July 13, 2024.
In accordance with Item 304(a)(3) of Regulation S-K, we have provided MN Blum and Crowe UK with a copy of this prospectus and requested that each of MN Blum and Crowe UK furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the statements made herein.
During the fiscal years ended December 31, 2023 and 2022, and during the interim period through July 13, 2024, neither the Company nor anyone on its behalf consulted with Forvis Mazars, LLP regarding either (1) the application of accounting principles to a specific transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Forvis Mazars, LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (2) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks from interest rates, which could affect our operating results, financial position and cash flows. We manage this risk through our regular operating activities.
Interest Rate Risk
We are exposed to interest rate risk on borrowings under our Bank Credit Facilities. The interest rate under the 2023 Facilities is the Secured Overnight Financing Rate (“SOFR”) as administered by the Federal Reserve Bank of New York, plus 2.25% per annum. The interest rate under the 2024 Facilities is SOFR plus 2.60% per annum, and the interest rate under the 2025 Term Loan is SOFR plus 2.60% per annum. Interest is payable monthly. A 100 basis-point increase in Bank Credit Facilities debt balances outstanding as of June 30, 2025 would increase our annual interest expense by $0.5 million.
BUSINESS
Overview
Our mission is to become the preeminent provider of global strategic communications by uniting a diverse group of leading government relations, corporate communications and public affairs specialists around the world for the collective success of our clients, employees, and shareholders.
Founded by veteran advisors with decades of experience in Washington, D.C.’s public policy and government relations landscape, we have grown and diversified our global communications advisory business through targeted acquisitions and organic growth. We designed our business to address the growing complexity and costs facing major corporate and non-profit entities in managing increasingly intricate and interdependent public policy and reputational challenges, and we now help more than 1,300 clients around the world navigate today’s complex mosaic of stakeholders across the full spectrum of corporate affairs. Our clients include nearly half of the Fortune 100.
Across our growing portfolio, our specialized firms offer global strategic communications services, including government relations, corporate communications, public affairs, research, crisis management, financial communications and investor relations, and creative communications delivery. We are active in all major sectors of the economy, including healthcare and pharmaceuticals, asset management and financial services, energy, technology, telecoms and transportation. Our diverse and complementary services help clients enhance, fortify and defend their reputations, advance corporate strategy, manage regulatory risk and opportunities, and maintain productive, ongoing engagement with their most important stakeholders including federal- and state-level policy makers, investors, employees, customers, the media, and the general public. We do this in multiple jurisdictions and with our diverse and complementary capabilities.
Our business comprises three reporting segments—Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services—corresponding to the different types of strategic communications services our member companies provide to our clients:
Government Relations Consulting services (which are also commonly referred to as “lobbying”) include advocacy, strategic guidance, political intelligence and issue monitoring at the US federal and state levels and in the United Kingdom through our offices in London;
Corporate Communications & Public Affairs Consulting services include crisis communications, financial communications and investor relations, litigation support, community relations, social and digital media, public opinion research, branding and messaging, and relationship marketing, across the United States and internationally through our offices in London, Shanghai, Abu Dhabi, and Dubai; and
Compliance and Insights Services include lobbying compliance services and legislative tracking.
Importantly, as distinct from legacy branded competitors in our industry who have sought to be all-in-one providers of strategic communications services to their clients, we deliver complementary strategic communications services through stand-alone firms. Each of our firms is recognized for excellence in its respective area of expertise, and is incentivized to collaborate and to partner with each of our other firms while maintaining a strong focus on its specialized services. Our business model allows us to deliver both the scale and reach of those all-in-one providers and also the higher standards of quality, service, creativity, and nimbleness that traditionally have been the domain of smaller boutiques. We seek to eliminate for clients the traditional trade-off between scale and quality, and our growth demonstrates that our business model is well-suited to the needs and preferences of modern clients.
Since our inception in 2014, we have acquired and integrated numerous businesses specializing in key facets of the global strategic communications market. Under our holding company, we now operate as 12 member companies in the United States and the United Kingdom, with expanding reach into Europe and parts of Asia and the Middle East. Our 12 member companies (together with PPHC, the “Company”) include Crossroads Strategies, LLC (“Crossroads”), Forbes Tate Partners LLC (“Forbes Tate”), Blue Engine Message & Media, LLC (doing business as Seven Letter) (“Seven Letter”), O’Neill & Partners, LLC (doing business as O’Neill & Associates) (“O’Neill”),
Alpine Group Partners, LLC (“Alpine”), KP Public Affairs LLC (“KP”), MultiState Associates, LLC (“MultiState”), Concordant LLC (“Concordant”), Lucas Public Affairs, LLC (“Lucas”), Pagefield Communications Limited (“Pagefield”),TrailRunner International, LLC (“TrailRunner”), and Pine Cove Strategies, LLC (“Pine Cove”).
We announced the earnings-accretive acquisition of Texas-based TrailRunner for initial consideration of $33.0 million plus potential earnout payments in January 2025. Closing occurred on April 1, 2025. TrailRunner operates with a global team across offices in Texas, New York, Nashville, and Northern California, London, Shanghai, Abu Dhabi, and Dubai. We announced the earnings-accretive acquisition of Pine Cove for initial consideration of $3.0 million in July 2025 plus potential earnout payments. Pine Cove is a strategic consulting firm that serves as a long-term partner to clients ranging from start-ups to established businesses and Fortune 500 companies. It advises and supports clients in navigating regulatory and complex business challenges.
We operate in large, growing markets. We estimate that our total addressable market (“TAM”) in 2024 was in excess of $20.0 billion, comprising $4.4 billion of disclosed federal lobbying expenditure, $2.2 billion of disclosed US state-based lobbying expenditure, an estimated $5.6 billion of global public affairs spend, and an estimated $8.4 billion global corporate communications spend. The latter, which covers corporate, crisis, and financial communications, became a larger part of our offering with the 2025 acquisition of TrailRunner.
As a company designed by and for the operators of advisory businesses, we optimize corporate strategy, cross-selling, and referral opportunities for our portfolio companies through proactive and collaborative engagement both firm-to-firm and at the holding company level. We provide our companies with a scalable platform for growth, providing uniform and efficient financial infrastructure, legal services, human resources, compliance and administration at the parent company level. We incentivize cross-company selling, talent referral and retention opportunities to sustain our world-class talent, and we reduce the overall incidence of client or sector conflicts by incentivizing our member companies to refer potential clients to other member companies or individual employees who are unconflicted and available to engage. These signature operator-friendly aspects of the business have enabled PPHC to successfully acquire firms that are among the very best in their fields, to retain and attract great talent in those firms, and to drive strong organic growth across the platform.
We have grown our geographical reach and practice capabilities to provide clients a full range of services through multiple member companies. Our evolution to date is the result of a careful and methodical strategy to build a unique service platform to simplify and more effectively address global client needs and opportunities in an increasingly fragmented and fast-moving environment where business, government, and public perception converge. This growth strategy is predicated on adding both geographic reach and a broad set of capabilities to help clients anticipate the expectations of key stakeholders and then drive stakeholder engagement and alignment.
Building on the globalization of public policy and reputation challenges, our founders and many of our senior managers operate in Washington, D.C., and have past careers and/or close professional ties to the US executive branch, Congress and regulatory authorities developed over more than 30 years. Other leaders operate principally at the state or regional level, drawing on decades of experience, deep community ties and relationships with key stakeholders in key markets, including Sacramento, Dallas-Fort Worth, Austin and New York. With the acquisitions of Pagefield in June 2024 and TrailRunner in April 2025, we have expanded our operations to other key US markets as well as to London, Shanghai, Abu Dhabi and Dubai, giving us truly global reach in key financial centers. We continue to look for opportunities to broaden the geographic scope of our services both domestically and abroad.
As of December 31, 2024, we had approximately 1,200 active client relationships, of which 503 contributed $100,000 or more in annual revenue, with no single client representing more than 2.0% of overall revenue, reflecting relatively low client concentration risk. As of October 3, 2025, we had approximately 1,300 active client relationships. We have a track record of high client retention, with an average annual client renewal rate of approximately 78.3% and an average revenue retention of 84.4% between 2020 to 2024.
For the year ended December 31, 2024 and the three and six months ended June 30, 2025, we incurred a $24.0 million, $5.7 million, and $16.3 million net loss, respectively, and generated $38.6 million, $12.8 million, and $21.4 million of Adjusted EBITDA, respectively. The primary difference between our GAAP net loss and our non-GAAP Adjusted EBITDA was a non-cash share-based accounting charge relating to our 2021 shares of $31.8 million prior
to our UK listing on AIM. Other adjustments comprise acquisition-related expenditures (M&A expenses, post-combination compensation expense, changes in fair value of contingent consideration and gain on bargain purchase price) as well as long-term incentive programs charges, interest, tax, depreciation and amortization.
For a discussion of our use of non-GAAP measures, and a reconciliation to the most directly comparable GAAP measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures,” below.
The table below presents select key financial performance measures since 2018:
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| 2018 | | 2019 | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | Six months ended June 2025 | | CAGR 2018-2024 |
Revenue ($m) | 33.8 | | | 55.5 | | | 77.4 | | | 99.3 | | | 108.8 | | | 135.0 | | | 149.6 | | | 87.9 | | | 28.1 | % |
Revenue growth (period-over-period) | 28.0 | % | | 64.2 | % | | 39.5 | % | | 28.3 | % | | 9.6 | % | | 24.1 | % | | 10.8 | % | | 23.6 | % | | |
Organic Revenue Growth (period-over-period) | 25.3 | % | | 32.5 | % | | 8.3 | % | | 24.4 | % | | 6.7 | % | | 2.0 | % | | 2.7 | % | | 7.6 | % | | |
Net loss ($m) | | | | | | | | | (15.0) | | | (14.2) | | | (24.0) | | | (16.3) | | | |
Adjusted EBITDA ($m)(1) | | | | | | | | | 31.5 | | | 35.4 | | | 38.6 | | | 21.4 | | | |
Net loss margin | | | | | | | | | (13.8) | % | | (10.6) | % | | (16.0) | % | | (18.6) | % | | |
Adjusted EBITDA margin | | | | | | | | | 29.0 | % | | 26.2 | % | | 25.8 | % | | 24.4 | % | | |
Top 10 clients as % of total revenue | 25.9 | % | | 17.9 | % | | 12.3 | % | | 14.7 | % | | 11.0 | % | | 10.8 | % | | 8.7 | % | | 9.4 | % | | |
__________________
(1)The Company has presented Adjusted EBITDA from 2022 onwards only as prior to 2022 the Company was formed as a partnership with profits being distributed to the partners.
Corporate History
We were founded in 2014 to create a company to bring together firms focused on strategic communications and government relations to address the complexity and costs facing corporate and non-profit entities in managing increasingly complicated and interdependent public policy and reputational challenges. The founders—a group of experienced federal government relations professionals and communications practitioners—believed that such a group would be capable of achieving higher revenue and profit margins in a highly fragmented and specialized industry through wider geographic reach and larger scale service capabilities. Our founders recognized the continuing increase in both corporate and non-profit spending on strategic consulting, including government relations and public affairs, and sought to benefit from this increase by integrating premium services, deep issue and policy expertise, and the geographic reach necessary to provide clients with a full suite of critical stakeholder solutions.
Drawing on prior experience at WPP plc and other advertising and public relations (“PR”) companies, the founders established a series of independently branded and managed vertical operating subsidiaries for better client management, conflict management, and talent retention, while achieving financial and operational synergies, savings and scalability within the Company group.
In 2021, our Common Stock was listed on the AIM market of the London Stock Exchange, under the symbol “PPHC.L,” where it remains listed.
Key developments in our history are outlined below:
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Service Expansion /Acquisition | | Date | | Rationale |
| | | | |
Founding firms Crossroads and Forbes Tate combine to create PPHC-LLC | | July 2014 | | The combination of the two businesses to create PPHC-LLC |
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Forbes Tate expands into public affairs with senior hires | | July 2014 | | Forbes Tate begins organic buildout of a complementary public affairs component through talent acquisition, initially concentrating on social media conversation management |
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JDA Frontline | | July 2015 | | JDA Frontline joined PPHC as its first public affairs and wider strategic communications business |
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Capitol Strategies | | December 2016 | | Crossroads merged with Capitol Strategies to expand advocacy capabilities on behalf of clients across the political spectrum |
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Blue Engine Message and Media | | November 2018 | | Blue Engine Message and Media merges with JDA Frontline to later rebrand as Seven Letter, expanding PPHC’s Washington based public affairs, data research and media management capabilities |
| | | | |
Forbes Tate adds polling and message testing capability with senior hires | | February 2019 | | Forbes Tate continues the expansion of its public affairs component by adding polling and message testing capabilities |
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O’Neill | | February 2019 | | O’Neill was acquired by PPHC to expand into state lobbying and public affairs |
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Formation of Seven Letter Labs | | October 2019 | | Seven Letter expanded its digital media buying capabilities with the formation of Seven Letter Labs |
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Alpine | | January 2020 | | Alpine joins PPHC, ultimately giving the Company three of the top twenty federal advocacy firms (out of a universe of over 2,000 federally registered lobbying firms) |
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Former Senate Majority Leader Trent Lott and Senator John Breaux’s lobbying practice | | June 2020 | | Former Senate Majority Leader Trent Lott and Senator John Breaux joined their lobbying practice with Crossroads, further developing its credentials |
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Alpine Advisors is formed with the addition of former U. S. House Commerce Chairman Greg Walden | | February 2021 | | Former Chairman Greg Walden joined the Company to broaden our capabilities through strategic advisory and consulting services |
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KP | | October 2022 | | Expanded our platform to California with the acquisition of KP, a leading California, government relations and PR firm |
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MultiState | | March 2023 | | Acquired MultiState, one of the largest state and local government relations specialists, with a network in all 50 US states and a comprehensive set of compliance, policy tracking and research capabilities |
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LPA | | May 2024 | | Consolidated our market position in California and increased our expertise in critical sectors including technology, green energy, and healthcare, with the acquisition of LPA, one of California's largest state and local government relations specialists |
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Pagefield | | June 2024 | | Established foothold outside of the US with the acquisition of Pagefield, a UK-based strategic communications firm headquartered in London |
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Service Expansion /Acquisition | | Date | | Rationale |
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TrailRunner | | April 2025 | | Acquired TrailRunner, a Texas-based global communications advisory firm with additional US offices in New York, Northern California, and Nashville and international offices in Abu Dhabi, Dubai, London, and Shanghai, enhancing our capabilities in corporate affairs, financial communications, crisis communications, litigation communications and reputation management |
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Pine Cove | | August 2025 | | Acquired Pine Cove, a Texas-based strategic consulting firm led by Commissioner George P. Bush, adding a Texas state government relations practice. This addition expanded our presence in the strategically important state to include Austin, TX. |
Our Strengths
We offer integrated strategic communications and deep issue expertise across all major sectors of the economy.
Our multi-disciplinary advisory services cater to a diverse client base looking to navigate the rapidly evolving stakeholder dynamics across the full spectrum of government relations, corporate communications and public affairs. We have grown and expanded from our initial focus on US federal lobbying to meet clients’ growing needs for corporate communications, public affairs, research, and digital communications to support blue-chip brands looking for a more holistic approach to public affairs and stakeholder management. Through recent acquisitions, we have grown our service offering to encompass state-level government relations in a number of key jurisdictions, and achieved global reach with offices in the UK, Dubai, Abu Dhabi and Shanghai, allowing us to offer clients a truly global platform.
Through successful M&A and organic development within the member companies, we have also expanded our capabilities in our Corporate Communications & Public Affairs Consulting and Compliance and Insights Services segments, and offer clients a wider range of services in strategic research, media management, compliance management and legislative monitoring.
We have diversified revenue sources from a blue-chip client base, with a high client retention rate, increasing the predictability of our revenues and cash flows.
We have an active, growing client base of more than 1,300 corporates (including nearly half of the Fortune 100), trade associations and non-governmental organizations in all major sectors of the US and global economy, including healthcare and pharmaceuticals, financial services, energy, technology, telecom and transportation. Most client work is retainer-based, in 2024 representing more than 93.5% of our client revenue, and as retainers are billed in advance of services, there is little hourly billing. We also benefit from long-term customer relationships, with a Company-wide average annual revenue renewal rate of 84.4% over the period 2020 to 2024. In the year ended December 31, 2024, 503 client relationships generated revenues equal to or in excess of $100,000, demonstrating the significant depth and scope of our relationships with some of our largest clients. Given the relatively low asset intensity and capex of our business model, combined with historically low debtor issues, our strong revenue visibility and margin profile feed directly into attractive predictability of cash flows.
We have built an enviable position in a complex market, grounded in broad expertise and trusted by stakeholders across the political spectrum.
Our deep networks and relationships with figures from across the political spectrum at the federal and state levels in the US and in the UK position PPHC to benefit from continued regulatory and technological disruption, which is expected to positively affect the growth and expansion of the strategic communications market. We are positively situated for acquisitive growth and performance enhancements of our acquired businesses with our established process for sourcing, negotiating and integrating quality, founder-led, small and mid-sized firms.
The markets for our original core services, federal and state government relations, are large, fragmented and growing, creating opportunities for us to grow our revenues and seize market share. Further expansion into strategic communications services, including media management and research, represent much larger potential markets for growth.
According to US federal government reporting, in 2024, we were the largest provider of federal contract lobbying services in the US for the fifth straight year, with $71.0 million of disclosed lobbying revenue, and three of our bipartisan member companies ranked among the top 20 federal lobbying firms in the US. Yet we still only captured approximately 1.6% of the estimated $4.4 billion in federal lobbying expenditure in 2024. Our scale and the relatively fragmented nature of this market suggest there is significant runway for us to continue to grow our initial core business, both organically and through strategic acquisitions. US federal lobbying expenditure continues to see stable growth (approximately 4.0% in 2024), a trend which seems likely to continue in a period of significant changes to federal policies and spending priorities and considerable political polarization.
In addition, the US state lobbying market, estimated to represent more than $2.2 billion in spending, also presents opportunities, with state regulatory agendas having a major impact on our clients and, as in the case of California, sometimes acting as the national standard setter in various regulatory areas. We have made significant inroads to certain key states, including California, Texas and Massachusetts, through our acquisitions of O’Neill, LPA, MultiState, KP and Pine Cove, but believe there are further opportunities to expand in key states such as New York and Florida.
We have also grown our practice capabilities to provide clients a broad range of services, including corporate communications and public affairs. We estimate that global public affairs spend was approximately $5.6 billion in 2024, with global corporate communications spend at approximately $8.4 billion. The latter, which covers corporate, crisis, and financial communications, became a larger part of our offering with the 2025 acquisition of TrailRunner.
We have a proven track record of successful strategic acquisitions and integration.
From January 1, 2018, to December 31, 2024, we achieved revenue growth of 28.1% CAGR, with organic revenue growth of 15.6% CAGR over the same period. Expanding from our early member companies—Forbes Tate, Alpine Group and Crossroad Strategies, which have been ranked consistently in the top 20 federal lobbying firms since their inception and maintain a high market share despite a highly fragmented market—we have successfully integrated numerous member companies since 2021. While retaining their distinctive company cultures and operating-level management, newly acquired companies benefit from top-line synergies, driven by complementary service lines and geographic collaboration with our other member companies, and cost synergies driven by adoption of certain back-office tasks as well as procurement in certain areas by our central team.
Member company employees also benefit from the ability to receive equity in the Company through the Omnibus Incentive Plan, as well as broader career progression and personal development opportunities as part of a growing, publicly listed and international group. The positive results of this approach are illustrated in the post-acquisition performance of some of our key member companies. For the four acquisitions we have made since 2021 and which have owned for more than 12 months, we have achieved a 30% average improvement in EBITDA for the year post acquisition.
Our typical acquisition structure involves paying an upfront consideration amount in combination with multiple earnout payments over a longer period and which only materialize if the acquired company grows profit following acquisition by us. Consideration typically involves a mix of cash and shares, and a significant portion of the deferred consideration is conditional upon continued employment by the relevant sellers, typically for around 7-9 years (including earnout period and vesting tail). The benefits of deploying earnouts and payments in shares include risk mitigation, since the price we pay is ultimately based on future results. This approach also has the potential to limit the dilutive effect of larger acquisitions, since under our acquisition agreements the number of shares issued as earnout consideration is typically determined by reference to our future share price at the time of the earnout payment (rather than the share price at the time of the acquisition). As a result of the valuations applied, acquisitions typically generate profits over the earnout period equivalent to approximately 60-80% of the acquisition price paid (and ~80%-100% of cash paid), the precise number being dependent on profit growth realized during the earnout
period and the valuation multiples applied. In addition, if an acquired company only has a small number of owner/sellers, we typically require that part of the earnout payments will be allocated to next-generation management. Overall, this acquisition approach results in a situation where sellers and next-generation management become “owners” of PPHC and have a vested interest in our success.
Our acquisition strategy is focused on enhancing our capabilities, establishing new verticals within new geographies, new related offerings and managing conflicts across the client portfolio. We intend to target complementary companies and talent groups that (1) have best-in-class ethical and compliance standards, (2) can grow our market share and diversification, (3) have an attractive financial profile, and are accretive and value-additive, helping us to maintain group-wide margins and (4) offer long-term business benefits and opportunities to capitalize on economies of scale by leveraging each member company’s management, clients, brand and goodwill.
Our operating model is efficient and, we believe, attractive to potential acquisition targets.
Our operating model, to date, is to allow member companies and their management teams to continue to operate with appropriate strategic discretion within the parent company model. This paradigm allows the existing founders and managers to continue to run their companies, while receiving financial and operational infrastructure and support, clear reporting and financial management targets and other professional support. We believe this model achieves operational economies of scale and liberates founders and managers to place even greater focus on their clients’ needs and opportunities, improving both the quality of their services and their bottom line. While certain of our member companies compete in the same markets, each member company brings to the table a different experience, expertise and relationship profile for clients to choose from, increasing the likelihood that we as a group will win new work.
Having established a client relationship, member companies may then find opportunities and are financially incentivized to cross-refer the client to other member companies with complementary capabilities and industry focuses in response to client needs, increasing the aggregate basket of services contracted to us. By maintaining operationally distinct member companies subject to strict client matter screens to protect client confidential information, we are also able to effectively manage potential conflicts within the Company, such that one member company is often able to work on a matter that would present conflicts for another member company, further enhancing our market coverage. Indeed, maintaining and reinforcing our robust conflicts procedures remains a key focus for us as the business grows, reflected in our recent hiring of a chief client officer responsible for conflicts management.
We believe our status as a publicly traded company increases our attractiveness to both potential employees and acquisition targets, supporting the hiring and retention of top talent and further growth through strategic acquisitions with share-based incentives.
In addition to our attractive operating model, we believe our being quoted on AIM, and our intended US listing, increases our attractiveness to both potential employees and acquisition targets by providing a high degree of transparency with regard to corporate governance, financial performance and business development, and potentially supporting greater liquidity for our Common Stock, allowing us to use our Common Stock as an attractive form of consideration for potential acquisitions and compensation for employees. We believe this step will help support the continued growth of our business through strategic acquisitions and the hiring and retention of market leading consultants.
We have highly experienced, entrepreneurial management teams.
Our management teams bring decades of operational expertise across multiple sectors and with a wide range of capabilities, along with significant experience and track records in scaling services businesses. Further information on the backgrounds of the individual board members and senior management, see “Management—Our Directors and Executive Officers.”
We maintain high ethical and compliance standards.
Lobbying is a highly regulated industry and robust compliance systems and procedures are essential to continuing and growing our business. Success in our industry also depends to a high degree on relationships of trust, the avoidance of real or perceived conflicts and maintaining a reputation for high ethical standards. We are committed to high ethical and compliance standards, with detailed due diligence on any target to ensure its compliance and ethical standards align with the existing member companies within the Company.
Our Strategy for the Future
Continue to leverage the benefits of our diversified service offering and client base and realize scale benefits on behalf of all of our acquired companies.
Our Government Relations Consulting revenue (including our federal and state lobbying activities) represented approximately 68.5% of our total revenue for 2024. This revenue has proven to be highly resilient to economic and political cycles, through which we have continued to be retained by the most senior of corporate leaders, and serves as a great basis for the growth of other, related offerings. Our strategy is to maintain this core offering, which provides a very high degree of client retention (with an average annual client renewal rate of approximately 78.3% and an average revenue retention of 84.4% between 2020 to 2024) and strategic differentiation, while also growing related high-margin corporate communications and advisory capabilities. We believe the growing scale and reach of our platform creates opportunities for cross-selling services and integrated project management across geographies and service offerings, allowing us to meet a broader range of client needs. To facilitate this end, we intend to work with our employees to enhance collaboration across member companies and to focus on growing our group-wide data analysis and use of research tools, including AI, via continued investment in policy advisory and digital capabilities, talent acquisition, and employee training and certifications.
We also expect to continue to leverage our expanded scope of services at the US state and international levels. In recent years, we have dramatically expanded our capabilities at state and local government levels through the acquisitions of KP, LPA, MultiState and Pine Cove, as well as extending our reach internationally into the UK and Asia through the acquisitions of Pagefield and TrailRunner.
Expand our geographic reach and depth and breadth of expertise through strategic acquisitions.
We believe that the key to our future growth and ongoing success is through the combination of an organic and acquisitive growth strategy. An important component of our strategy is to continue to selectively acquire companies within and adjacent to the strategic communications and public policy markets to complement the services of existing member companies, either as additional stand-alone practices or by integrating new talent and capabilities within existing operations. This will also enable us to further enhance organic growth through a mixture of cross-selling, upselling and securing new clients to whom we can provide an increasingly broad offering.
We have a structured, effective process for identifying, negotiating and integrating member companies, and believe there is a large universe of value-creating inorganic acquisition opportunities across the various geographies and service capabilities of the group. We typically have at least 50 potential targets at various stages of review at any point in time, and plan to target acquisitions in the following service areas:
•State-based and international public policy lobbying and advisory services: We continually evaluate potential acquisition targets in lobbying and additional advisory sectors that are highly ranked within key US state capitals, as well as select international markets that have experienced increased public policy activity by corporates due to the rise of regulations on key industries, increased disclosure requirements for government relations and geographic concentration of key industries.
•Reputation, financial, crisis and litigation communications: We are actively identifying potential targets that specialize in C-suite issues, such as headline-leading moments of reputational crisis, market-defining financial transactions and major litigation. These targets range from small specialist practices to mid-sized operating agencies.
•Digital and data analytics services and products: We are actively identifying potential targets that specialize in digital communications and advanced data analytics and expertise to identify, reach and engage with public policy and economic stakeholders and their targeted constituencies. These commercial specializations, some of which are already offered within certain member companies, are rapidly evolving, increasing their effectiveness and raising clients’ expectations.
Historically, we have completed acquisitions through a combination of newly issued equity and cash, with a greater proportion of equity consideration typically allocated to contingent payments than to upfront payments. The cash component has generally been financed, in part, through borrowings under existing credit facilities. Such transactions are commonly structured to include an initial payment at closing and one or more contingent payments based on the post-closing performance of the acquired business. We expect to finance and structure future acquisitions along similar lines.
Expand and upskill digital and data capabilities across the Company to increase productivity and out-deliver near-peers and direct competitors
Digital and data capabilities will continue to transform and disrupt the communications industry at all levels, and we intend to stay ahead of the disruption by investing in ongoing direct capabilities, technology platform partners and enterprise-wide delivery resources. Specifically, in our MultiState brand, we have developed original cloud-based compliance tools, licensed to clients, to aid their filings of federal and state lobbying disclosures and other required documentation. We have also deployed original/custom development to some monitoring, targeting, and stakeholder management solutions. Most of these custom developments are used to build efficiencies in the execution of campaigns and other programs for clients. However, we are increasingly building Company-wide digital resources to best leverage our scale and to effectively respond to our clients’ increasing need for integrated communications solutions.
We foresee opportunities to develop new, non-services-based products that would be based on our original intellectual property and ways of working. As technology and media innovation continues to disrupt traditional methods of public policy influence, digital products such as syndicated research reports, risk landscape assessments, subscription-based news and legislative monitoring services, and custom advertising targeting models for influence are all under active consideration.
Our Markets and Industry
We operate in the global strategic communications market. We believe that strategic communications are critically important for the firms that use these services, with purchase decisions typically made at the C-Suite and board levels.
We note that there is significant demand for senior communications and policy expertise by corporates, including registered US federal and state lobbying, international government relations, media and digital content strategy, research and other data services. As such, corporates frequently encounter a disconnected patchwork of internal communications functions and a disparate range of boutique advisors, independent lobbyists, image makers, media handlers and local campaign operatives across federal, state, local and international jurisdictions. We believe that this inefficient solution and highly fragmented market persists, even for some of the largest corporations and coalitions, because the major communications agency networks and global management consultancies have, with few exceptions, failed to compete for and retain senior and experienced talent in these disciplines.
Today, we are focused on expanding our services and capabilities through organic growth and acquisitions, and we believe we are well positioned to benefit from the broadening needs of large, global clients who want and need integrated strategic communications solutions. The rise and evolution of digital and social media platforms have transformed consumer advertising, public relations, stakeholder management and the handling of issues and crises. We expect that corporate clients will continue to demand increased capabilities in the areas of content, media measurement and targeting, reach and data management to guide their advocacy strategies and minimize risks. We believe we are already well positioned in key areas of digital such as content production, influencer targeting and media activation, and will benefit from Company-wide investments in technology platforms and strategic partnerships in areas such as media buying and advanced data analytics.
The table below illustrates the range of services we can offer our clients to address the full scope of their strategic communications needs.
Government Relations
Government relations (or “lobbying”) services are aimed at influencing or gathering intelligence on actions, policies, or decisions of government officials and regulators. Lobbying provides access to government regulators and legislators that a single individual or entity may not otherwise achieve. Through grouping individuals’ goals together into a unified aim, companies providing lobbying services represent the interests of multiple organizations. In the US, the Lobbying Disclosure Act (“LDA”) is the primary source of regulation over individuals, corporations, and other entities seeking to influence the direction of policy by the legislative and executive branches of the federal government. The LDA is a disclosure statute that aims to promote transparency regarding the provision of lobbying services by firms and lobbying activities by in-house employees at corporations. State and local lobbying definitions and registration requirements vary from state to state by virtue of state law regulations. (For further information on the LDA and the regulation of the lobbying industry, see “—Governmental Regulation” below.)
Companies, labor unions, trade associations and other influential organizations spend billions of dollars each year to influence government policy and regulatory agencies at the federal, state and local levels. Individual and collective interest groups retain lobbying firms, have registered lobbyists working in-house, or often both.
The US federal lobbying market is large, with relatively stable growth, with federal top-line spend accounting for the majority of overall spending, at $4.4 billion and employing over 12,000 lobbyists. As shown in the graph below, US federal lobbying expenditure has grown at a CAGR of 4.4% since 1998.
Total Federal Lobbying Expenditure in the US since 1998
Source: Opensecrets.org.
The industry is also highly fragmented. As shown in the table below, according to OpenSecrets.org, the top 20 lobbying firms in the US in 2024 captured 14.1% of the total federal lobbying market.
| | | | | | | | |
| Lobbying Firm | | Total Income |
PPHC Federal Government Relations consolidated (proforma) | | $ | 70,130,000 | |
| Brownstein, Hyatt et al | | $ | 67,780,000 | |
| Akin, Gump et al | | $ | 56,610,000 | |
| Holland & Knight | | $ | 49,710,000 | |
| Cornerstone Government Affairs | | $ | 48,210,000 | |
| BGR Group | | $ | 45,080,000 | |
| Invariant LLC | | $ | 42,260,000 | |
| Thorn Run Partners | | $ | 29,770,000 | |
Forbes Tate Partners | | $ | 26,300,000 | |
| Mehlman Consulting | | $ | 26,240,000 | |
| Capitol Counsel | | $ | 25,830,000 | |
| Cassidy & Assoc | | $ | 25,810,000 | |
Crossroads Strategies | | $ | 25,240,000 | |
| Tiber Creek Group | | $ | 24,130,000 | |
| Squire Patton Boggs | | $ | 19,970,000 | |
| Avoq LLC | | $ | 19,950,000 | |
| Ballard Partners | | $ | 19,340,000 | |
| Van Scoyoc Assoc | | $ | 18,600,000 | |
Alpine Group | | $ | 18,590,000 | |
| Strategic Marketing Innovations | | $ | 17,245,000 | |
| K&L Gates | | $ | 17,205,000 | |
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Source: OpenSecrets
Segment Government Relations Consulting is reporting higher revenues than number stated in this table, because certain Government Relations Consulting revenues (e.g. State lobbying) not disclosed at the Federal LDA register
As illustrated in the table below, while there is significant overlap between government relations / lobbying and public affairs, lobbying represents a more specific focus in terms of the target audience and the stakeholders.
Lobbying as an industry is predominantly focused on communicating with elected, appointed and career officials and their staff members in order to help manage policy outcomes.
Spending across the lobbying industry has been robust and is led by a number of national interest groups as well as corporations, with total spend in 2024 in the billions of dollars. The top industries by total US federal lobbying expenditure in 2024 are listed below.
| | | | | | | | |
| Industry | | Total spend ($ million) |
Pharmaceuticals/Health Products | | 386.8 | |
Electronics Mfg & Equip | | 253.3 | |
Insurance | | 155.2 | |
Oil & Gas | | 153.2 | |
Securities & Investment | | 152.9 | |
Real Estate | | 150.9 | |
Air Transport | | 135.3 | |
Hospitals/Nursing Homes | | 134.6 | |
Civil Servants/Public Officials | | 133.3 | |
Electric Utilities | | 130.7 | |
Business Associations | | 130.2 | |
Health Services/HMOs | | 118.3 | |
Misc Manufacturing & Distributing | | 117.9 | |
Internet | | 109.9 | |
Telecom Services | | 108.1 | |
Education | | 104.9 | |
Health Professionals | | 100.0 | |
Automotive | | 85.5 | |
Chemical & Related Manufacturing | | 77.1 | |
TV/Movies/Music | | 74.7 | |
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Source: Opensecrets.org.
The development of the lobbying industry as defined and regulated within the United States remains at an early stage in Europe, with regulation of lobbying activities being less sophisticated and less formalized. The European Parliament, the Council of the European Union and the European Commission have a joint Transparency Register to demonstrate their commitment to being open and transparent. The Transparency Register makes it easier for people to obtain information on interest representation activities taking place in respect of European Union institutions, as well as statistical data on all registered parties. However, this registration process is voluntary and, as yet, not a binding legal requirement.
Currently, there are over 14,000 organizations on the EU Transparency Register, with a reported 162 organizations spending in excess of €1 million on lobbying activities in 2024. The technology sector is the biggest lobby sector in Europe, followed by the banking and finance sector. Matters subject to significant recent lobbying activity in Europe include GDPR and artificial intelligence related legislation and financial regulation. The Organization for Economic Cooperation and Development, with the objective to bolster transparency and integrity, adopted the Principles for Transparency and Integrity in Lobbying in 2010. This is the first international set of guidelines to address transparency and integrity risks related to lobbying practices.
Corporate Communications and Public Affairs in the United States
Corporate communications and public affairs services include engaging stakeholders to explain policy, measure and influence perception, or influence sentiment or burnish corporate reputation. These services include crisis communications, financial communications and investor relations, litigation support, community relations, social and digital media, public opinion research, branding and messaging, and relationship marketing. Key reasons for customers to outsource public affairs services include a lack of in-house resources, skills or breadth of relationships. Increased use of paid media integrated with traditionally “earned” communications strategies has driven more hybrid capabilities and challenged most clients’ traditional structures.
The value proposition of public affairs services can vary depending on the specialty and expertise of the provider firm:
•traditional PR firms with public affairs capabilities typically work with companies and organizations on the creation of large-scale influence campaigns across multiple media channels, including digital and social media;
•full-service law, consulting, or communications firms with specialized advisory and advocacy offerings typically offer clients assessments of and advisory on policy and political risk for specific issues, industries and political jurisdictions; and
•specialized public affairs firms offering services directed at educating, engaging, and mobilizing broader public audiences typically develop and execute grassroots campaigns directed at constituents and public stakeholders for specific issues or industries.
Our Operations
We operate through member companies offering strategic communications services, including government relations, public affairs, research, crisis management, investor relations, and creative communications delivery. At the parent company level, we maintain a lean corporate team to oversee all finance and accounting, human resources administration, legal, and group-wide strategic planning, including acquisitions, strategic partnerships and technology. Our member companies operate on shared back-office systems for finance and accounting, payroll and benefits, and business insurances. We continue to develop more formal systems and accountabilities for our operating businesses, particularly in areas where operational and financial efficiencies can be created. However, key to the ongoing growth and vitality of all member companies, we grant founder and senior management as much autonomy in day-to-day operations as possible in order to maintain the unique identities, specialties and workplace cultures of our member companies.
Member Companies and Reporting Segments
We have 12 member companies which are aggregated into three reportable segments—Government Relations Consulting, Corporate Communications and Public Affairs Consulting and Compliance and Insights Services—and our constituent member companies operate within and in some cases across these different segments.
The table below lists our member companies by reporting segment and area of specialization:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Reporting Segments |
| Member Companies | | Focus Areas | | Government Relations Consulting | | Corporate Communications & Public Affairs Consulting | | Compliance and Insights Services |
Crossroads | | Federally focused government relations firm with long history and strong reputation. | | P | | | | |
Forbes Tate | | Government relations focused core with recent expansion into public affairs and broader strategic communications services. | | P | | P | | |
Seven Letter | | Created in 2019 from the merger of the Blue Engine and JDA Frontline brands; digital and analytics focus to PR and public affairs. | | | | P | | |
O’Neill | | State-level expertise focused on New England with complementary Federal relationships. | | P | | | | |
Alpine | | Federally focused government relations firm with long history and strong reputation. | | P | | | | |
KP | | Government relations and PR firm based in California with state-level expertise. | | P | | P | | |
MultiState | | Full-service state and local government relations company based in Virginia with a presence in all 50 states. | | P | | | | P |
Concordant | | Advisory firm that integrates PPHC’s policy expertise and communications capabilities. We launched Concordant as an organic start-up in 2023. | | P | | P | | |
Lucas | | California-based public affairs firm specializing in high-level reputation, issues management, and digital strategic communications campaigns. | | | | P | | |
Pagefield | | UK-based corporate communications consultancy specializing in public affairs, PR and digital. | | P | | P | | |
TrailRunner | | Global strategic communications advisory firm headquartered in Dallas-Fort Worth with offices in New York, London, Shanghai, Abu Dhabi and Dubai. | | | | P | | |
Pine Cove | | State-level expertise focused on Texas with complementary strategic communications practice. | | P | | P | | |
Government Relations Consulting
Our core Government Relations Consulting segment encompasses all or part of the operations of our member companies other than Seven Letter, Lucas and TrailRunner. Across these member companies, we offer multi-disciplinary federal and state advocacy and advisory services, including direct advocacy services, strategic intelligence and reputation management.
Our federal lobbying firms consistently rank in the top 20 (of more than 2,000 registered lobbying firms reporting) of lobbying services. Collectively, our member companies are the largest provider of lobbying services at the US federal level. This core service offering continues to provide us with high client retention and a strong nexus for other policy and public affairs, research and state-based services.
Corporate Communications and Public Affairs Consulting
Through our Corporate Communications and Public Affairs Consulting segment, we assist our clients with a range of reputation building, issues and crisis management, stakeholder engagement, digital strategy and grassroots needs. We provide creative/copy/graphics development, research and polling, full campaign execution and grassroots advocacy at the federal, state and international levels, tailoring solutions to fit our clients’ needs. Many of our member companies, including Crossroads, Forbes Tate, and Seven Letter, have individuals with experience in managing lobbying coalitions built around shared client issue interests. Coalitions and common interest organizations are increasingly becoming the vehicle through which US corporations are working together with other stakeholders to advance their advocacy mission. Our reputation as professionals with experience running such complex initiatives has helped grow our strategic communications segment in recent years.
Compliance and Insights Services
Our Compliance and Insights Services segment is currently principally operated through MultiState, and includes legislative tracking as well as lobbying and campaign finance compliance. Through our legislative tracking service, we leverage our policy expertise to monitor bills, regulations and other legal developments for clients, helping keep them apprised of new developments that may affect them. We also offer local government monitoring and alert services in various jurisdictions. Our compliance services include flat fee-based services to provide digital resources and direct support to help clients manage their federal, state, and local registration and reporting responsibilities, campaign finance program and lobbying compliance and a centralized online system that consolidates all requisite forms in one place.
Competition
Within our core Government Relations Consulting segment, our key competitors vary by market segment. In US federal lobbying, our competitors include large top 20 lobbying firms. (See “—Our Markets and Industry—Government Relations,” above.) Some of these firms are housed within large law firms, while others are specialist lobbying firms that may specialize in a particular industry or legislative area such as the budget process. We also face competition from smaller lobbying outfits and practitioners. and, to some extent, from in-house government relations staff.
Our competitors in US state-level lobbying vary to some extent by state. Among state-level lobbyists operating in multiple states, competitors include Brownstein Hyatt Farber Schreck and Cornerstone Government Affairs. In California, competitors include California Strategies and Axiom Advisors. In Texas, competitors include Hillco Partners and McGuire Woods.
Within our Corporate Communications and Public Affairs Consulting segment, our key competitors in the US include PR firms across sub-sectors including public affairs, general PR services, media relations. These include large, diversified firms such as Edelman, Burson and FGS, and smaller, more boutique firms such as Penta, Precision, Firehouse Strategies and Avoq. In the UK, Europe and across other jurisdictions, we face competition both from diversified global players such as Brunswick and Teneo, and from local communications and PR firms such as Lexington and Hanbury in the UK.
Customers
Our client base includes corporate, trade association and non-profit client organizations across a range of industries. Our top 10 clients by revenue in aggregate represented 8.7% of revenue in the year ended December 31, 2024, compared to 10.8% in the year ended December 31, 2023 and 11.0% in the year ended December 31, 2022.
The table below summarizes our revenue by client industry sector in the year ended December 31, 2024:
| | | | | | | | |
Client Industry Sector | | Revenue (US$ millions) |
| Pharma | | 15.0 |
| Healthcare | | 14.2 |
| Technology | | 13.7 |
| Energy | | 13.3 |
| Finance | | 12.7 |
| Business Services | | 9.1 |
| Other Issue Advocacy | | 8.9 |
| Transportation | | 8.0 |
| Associations | | 6.0 |
| Construction | | 6.0 |
| Manufacturing | | 5.9 |
| Recreation / Tourism | | 4.6 |
| Telecom | | 4.0 |
| Defense | | 4.0 |
| Education | | 3.8 |
| Alcohol / Tobacco / Cannabis | | 3.2 |
| Media / Comms | | 2.7 |
| Environment | | 2.6 |
| Automotive | | 2.5 |
| Agriculture | | 2.4 |
| Retail | | 2.3 |
| Other / Unidentified | | 2.3 |
| Food & Beverage | | 1.6 |
| Labor | | 0.7 |
Total* | | 149.6 |
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* Table may not sum due to immaterial rounding differences.
Employees
The most valuable asset of a government relations and public affairs business is its employees, and we are highly dependent on the talent, creative abilities and technical skills of our employees and the relationships with clients. We believe that our operating model and the reputation of our Company attract talented personnel. However, we, like all businesses in our industry, are vulnerable to adverse consequences from the loss of key employees to competitors or otherwise.
As of June 30, 2025, we had 470 employees, representing approximately 447 Full Time Equivalents (FTE’s); we had on average 403 FTEs during the six months ended June 30, 2025. We had on average 349 FTEs during 2024, with approximately 367 FTE’s as of December 31, 2024; we had on average 308 FTE’s during 2023, with approximately 333 FTE’s as of December 31, 2023; and we had on average 206 FTE’s in 2022, with approximately 244 FTE’s as of December 31, 2022.
Intellectual Property
Our intellectual property consists principally in the trademarks of PPHC and our member companies. We also license various software packages from third parties for use in our business. Most of our trademarks are registered in the US and, in the case of Pagefield, in the UK and the European Union.
Our MultiState member company relies on certain proprietary software platforms it has developed to provide compliance and tracking services. The copyright in the source code for such software is assigned to MultiState in the relevant employees’ employment agreements. We are also completing registration for a US trademark relating to these platforms.
Governmental Regulation
US Regulations
Regulation of US Federal Lobbying
The LDA imposes disclosure requirements on lobbying activities at the federal level through a registration and reporting regime. A lobbying firm (i.e., an entity that employs at least one “lobbyist” who lobbies for third-party clients) is required to register on behalf of a client under the LDA if one or more of its employees (1) makes at least two “lobbying contacts” with covered federal legislative or executive branch officials, (2) spends more than 20% of his or her time in a calendar quarter on “lobbying activities,” which includes lobbying contacts and preparation and research in support of a lobbying contact and (3) receives or expects to receive $3,500 for lobbying activities on behalf of the client in the calendar quarter (as of January 1, 2025, with future adjustments to dollar threshold scheduled for January 1, 2029).
Organizations employing in-house lobbyists must register when quarterly lobbying expenses reach $16,000. Lobbying firms must register separately for each client and must do so within 45 days after the earlier of (1) the date they are retained to make more than one lobbying contact on behalf of the client (subject to meeting the 20 percent of time threshold) or (2) the date a lobbyist in fact makes a second lobbying contact. A lobbying firm is not required to register, however, if its total income for matters relating to lobbying activities on behalf of a particular client does not, and is not expected to, exceed $3,500 in a quarter. In addition to the initial registration, a lobbying firm must file quarterly activity reports for each particular client and semi-annual contribution reports must be filed by both the lobbying firm and each individual lobbyist. Civil penalties for LDA violations can reach $200,000 per violation, with criminal penalties up to 5 years imprisonment and $250,000 in fines for knowing and corrupt violations.
Each of our member companies that engage in federal lobbying have processes in place that are in line with industry practices to ensure compliance with the LDA and for filing lobbying disclosure reports accurately and timely. Our member companies use a mixture of in-house expertise and outside consultants.
Regulation of US State Lobbying
While the LDA regulates lobbying of covered federal officials, each state (and some municipalities) has its own lobbying laws that govern lobbying at the state and local level. In general, states require registration and reporting with respect to lobbying of non-federal officials in the state. The nuances of such rules, however, can vary significantly from state to state, including with respect to what constitutes lobbying, what fee arrangements are permissible, which officials are covered, whether registration is required prior to lobbying or once a particular threshold is reached, how frequently reporting is due, and what information must be reported. Many states have municipalities with separate lobbying regulations, creating complex multi-jurisdictional compliance obligations.
Each of our member companies that engage in state lobbying have processes in place utilizing a combination of outside consultants or in-house expertise for state registrations and reporting.
Foreign Agents Registration Act (FARA)
FARA is a US federal law that requires any “agent of a foreign principal” to register and file certain reports and disclosures with the Attorney General of the United States when they engage in certain political or quasi-political activities for or in the interest of “foreign principals” unless a limited number of exemptions apply. Registration must occur prior to acting as an agent of a foreign principal and within 10 days of having agreed to do so. Supplemental statements must be filed at six-month intervals following initial registration. All relevant books and records must be retained and made available for inspection by the Department of Justice. A “foreign principal” is any foreign government, political entity, non-US citizen located outside of the US, or any entity organized under the
laws of or having its principal place of business in a foreign country. An “agent of a foreign principal” is limited to individuals and entities that: (1) act “at the order, request, or under the direction or control, of a foreign principal or of a person any of whose activities are directly or indirectly supervised, directed, controlled, financed, or subsidized in whole or in major part by a foreign principal,” and (2) engage in certain covered political, media, or information activities “within the United States” that are “for or in the interests of” a foreign principal. Among the covered activities is political activity (or lobbying) intended to influence any agency or official of the US government or any section of the public within the US with respect to US domestic or foreign policy or the political or public interests, policies, or relations of a government of a foreign country or a foreign political party. In some cases, registration and reporting under the more onerous FARA statute is not required for those registered under the LDA for engaging in lobbying activities. This exemption is not available to those who act on behalf of a foreign government or political party.
The Department of Justice published a Notice of Proposed Rulemaking on December 19, 2024 (formally published in the Federal Register on January 2, 2025) that would fundamentally restructure FARA compliance requirements. Final regulations are expected to be published in 2025.
We have adopted an Anti-Bribery and Anti-Corruption Compliance Policy to, among other things, identify and monitor our business dealings with foreign policy officials or foreign agents. Currently, all member companies communicate with us about business dealings and utilize the same outside counsel for filing FARA reports. We use outside legal counsel to train employees as necessary as detailed in our employee manual.
Other Applicable Regulations
We do not engage in lobbying or similar highly regulated activities in Shanghai, Abu Dhabi or Dubai, but our Pagefield subsidiary is subject to certain regulations in the United Kingdom.
Regulation of Lobbying in the UK
The Transparency of Lobbying, Non-Party Campaigning and Trade Union Administration Act 2014 (the “UK Act”) imposes mandatory statutory registration and disclosure requirements on lobbying activities through a registration and reporting regime. “Consultant lobbyists” (i.e. any person or organization carrying out the business of “consultant lobbying” as defined by the UK Act) are required to be registered on the Register of Consultant Lobbyists (the “Register”). All “direct communications” to UK government ministers or permanent secretaries relating to legislation or government functions by consultant lobbyists must be registered.
Organizations and individuals are considered to be carrying out the business of consultant lobbying if they fulfill these three tests:
1.They make oral, written or electronic communications personally to a Minister of the Crown or Permanent Secretary (or equivalents specified in the Act), relating to:
a)the development, adoption or modification of any proposal of the government to make or amend primary or subordinate legislation
b)the development, adoption or modification of any other policy of the government
c)the taking of any steps by the government in relation to any contract, agreement, grant, financial assistance, license or authorization; or
d)the exercise of any other function of the government.
2.The communication is made in the course of a business and in return for payment on behalf of a client, or payment is received with the expectation that the communication will be made at a later date.
3.They are registered under the Value Added Tax Act 1994.
As at April 24, 2025, Pagefield was listed as registered as a lobbying firm by the Office of the Registrar of Consultant Lobbyists (“ORCL”).
Lobbying: Codes of Conduct in the UK
In addition to the mandatory statutory regime established by the UK Act (mentioned above), consultant lobbyists may voluntarily undertake to comply with a code of conduct. While consultant lobbyists must notify the Registrar if they have undertaken to comply with a ‘relevant code of conduct’ (UK Act, s. 4(2)(g)), there is no obligation for registered lobbyists to subscribe to any code of conduct.
There are two such voluntary codes in this area:
(1)The Chartered Institute of Public Relations (“CIPR's”) Code of Conduct and associated guidance on professional standards in lobbying. The CIPR operates the UK Lobbying Register (“UKLR”), for which registration is voluntary. All registrants are bound by the relevant Code of Conduct (which promotes transparency, accuracy and avoiding conflicts of interest (amongst other things). The CIPR's Professional Standards Panel is tasked with considering complaints. Sanctions for breach of the Code include letters of advice/warning, suspension or termination of membership. While the panel may also require a CIPR consultant member to return all or part of the fees charged for work that the panel considers substandard, it cannot award damages (which would need to be pursued through traditional legal avenues).
Pagefield is not currently a member of the UKLR and therefore is not required to adhere to the CIPR’s Code of Conduct. However, pending the outcome of the current review of the PRCA Code, Pagefield may decide to become a CIPR corporate member (and sign up to its code) instead. Note that individuals can become individual members of the CIPR, and that certain Pagefield employees have chosen to do so.
(2)The PRCA’s Code of Conduct and Public Affairs Code. All PRCA members must agree to abide by the provisions of the PRCA's Code of Conduct. PRCA members are also required to abide by the separate Public Affairs Code when engaging in ‘public affairs’ (meaning “activities which are carried out in the course of a business for the purpose of (a) influencing government, (b) or advising others how to influence government”). The PRCA is tasked with the investigation and determination of complaints against members. The PRCA may impose sanctions (such as censure, a requirement for corrective training, or the suspension/removal of membership).
Pagefield is a member of the PRCA and therefore submits declarations under the Public Affairs Code to the Register on a quarterly basis (on the “Current Register [at] 1st April – 30th June 2025”) and its current membership of the PRCA runs until August 2025.
The PRCA is currently conducting a public review of its Public Affairs Code following wider criticism that the rules are not strong enough. Pagefield supports this review, is contributing to it, and will take a decision on its ongoing membership in light of the outcome of that review.
Foreign Influence Registration Scheme
Pursuant to Part 4 of the National Security Act 2023, in July 2025, the UK government established the UK Foreign Influence Registration Scheme (“FIRS”), which requires that individuals and organizations engaged in political influence activities on behalf of foreign powers or certain foreign power-controlled entities register the arrangements under which they perform such activities. FIRS creates a two-tier registration system, comprising (1) the “Political Influence Tier” and (2) “the 'Enhanced Tier.” Our current client relationships do not bring us within the scope of the FIRS registration requirements, but our UK operations may in the future expose us to these requirements.
The Political Influence Tier requires individuals or organizations to register where they are directed (formally or informally) by any foreign power (except the Republic of Ireland) to carry out (or arrange for a third party to carry out) political influence activities in the UK. For purposes of the scheme, “political influence activities” include communications made to senior public officials or politicians, public communications or disbursements (i.e., the
provision of goods or services) which are intended to influence an election or referendum in the UK, a ministerial or governmental decision, the proceedings of a UK registered political party (such as their manifesto commitments) or a Member of the House of Commons, House of Lords, Northern Ireland Assembly, Scottish Parliament or Senedd Cymru. “Foreign power” is defined broadly to include, among other things, sovereigns and other heads of state, governments or government agencies, local authorities and political parties. Exemptions apply for foreign powers acting overtly (e.g. diplomats acting in their official capacity), diplomatic family members supporting the work of a diplomat, lawyers carrying out legal activities, recognized news publishers, sovereign wealth funds and public pension funds carrying out political influence activities associated with their investments and those in an arrangement to which the UK is a party.
Under the Enhanced Tier, individuals or organizations are required to register where they are directed by a specified foreign power or specified foreign power-controlled entity to carry out, or arrange for a third party to carry out, “relevant activities” (meaning all activities, including but not limited to commercial activities, the provision of goods and services, research activities and attendance at events) in the UK. Note that specified foreign-power controlled entities are also required to register any “relevant activities that they carry out themselves in the UK.
Registration is required for activities under the Political Influence Tier within 28 calendar days, and under the Enhanced Tier within 10 calendar days, of the direction being given by the foreign power. It is an offense to carry out activities in the UK absent registration. Registrants must update their registration to reflect any material changes within 14 days, and the government may issue mandatory requests for further information in connection with the registration.
Environmental, Social and Governance (“ESG”) Matters
In accordance with the QCA Code and AIM rules, we have adopted an ESG implementation plan, which we outline briefly below. In 2023, using international frameworks, peer disclosures, media review and existing communications, we undertook a materiality assessment to better understand the ESG-related risks and opportunities specific to our industry and corporate structure which, in turn, inform the foundations of our strategy. More specifically, the materiality assessment encompassed key components consisting of an in-depth assessment of our current ESG-related policies and activities, a comprehensive review of our industry peers and their level of ESG disclosure, a systematic ranking of sustainability issues and the formulation of ESG potential focus areas and the development of a potential forward-looking sustainability strategy.
Our ESG Implementation Plan and overall ESG strategy focus on the following areas of development:
•Engagement: Foster a professional culture where employees feel they have a part to play in contributing to the Company’s ESG strategy.
•Education: Provide the necessary tools and resources so that the Company’s employees are confident in relaying the Company’s ESG strategy internally and externally.
•Communication: Provide an open and transparent environment for communicating important developments about our ESG strategy to all stakeholders, internal and external.
Through continued analysis and re-assessment, we intend to remain conscious of how we can positively and proactively contribute, in a meaningful way, toward improving and resolving ESG challenges. We anticipate that we will continue to be informed by the results and recommendations from ongoing analysis and assessments and consider ESG impacts, risks, and opportunities for the Company over the short, medium and long-term.
Using various standards and frameworks, and leveraging outcomes of the ESG materiality assessment, we are in the process of establishing a disclosure tracker and recommended performance measures to be considered for a reporting strategy in the next phase of the Company’s ESG Implementation Plan.
The disclosure tracker is intended to support the Company’s efforts to collect and report on the necessary data sets to effectively measure the Company’s management and progress.
Properties
We do not own any real estate or other properties materially important to our operations. We lease real estate property for remote office spaces and corporate office space, and substantially all of those leases are classified as operating leases. Our executive offices are located at 800 North Capitol St. NW, Suite 800, Washington, D.C. 20002, and our telephone number is (202) 688–0020. We believe that our office facilities will be suitable and adequate for our business as it is contemplated to be conducted.
Legal Proceedings
As of the date of this prospectus, we are not a party to any pending legal proceedings, nor are we aware of any civil proceeding or government authority contemplating any legal proceeding, and to our knowledge, no such proceedings by or against the Company have been threatened. We anticipate that we and our subsidiaries may from time to time in the future become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings, and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations.
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information and Holders
As of October 3, 2025, the Company had 25,134,705 shares of Common Stock outstanding held by approximately 195 record holders. In connection with our application for admission to listing of our Common Stock on Nasdaq, we completed the Reverse Stock Split, which became effective October 2, 2025, to reduce the number of shares of our Common Stock outstanding by a ratio of 5 to 1. There is no established public trading market for our Common Stock in the United States. Our Common Stock has been listed and admitted to trading on the AIM Market of the London Stock Exchange since December 16, 2021 under the symbol “PPHC.L.” We have applied to list our Common Stock on the Nasdaq Global Market under the symbol “PPHC”. We intend to maintain the admission for trading on AIM of our Common Stock. The table below sets forth an approximate adjusted range of high and low bids for our Common Stock based on (i) the actual prices quoted on AIM for each full quarterly period within the two most recent fiscal years and (ii) adjustment to such quoted price to give retrospective effect to the Reverse Stock Split:
| | | | | | | | | | | | | | |
| All figures in GBP | | 2025 |
| | Low | | High |
First Quarter (through March 31) | | 6.65 | | | 6.90 | |
Second Quarter (through June 30) | | 6.50 | | | 8.00 | |
Third Quarter (through September 30) | | 7.87 | | | 10.01 | |
| | 2024 |
| | Low | | High |
First Quarter (through March 31) | | 5.25 | | | 5.70 | |
Second Quarter (through June 30) | | 5.65 | | | 7.00 | |
Third Quarter (through September 30) | | 6.50 | | | 6.80 | |
Fourth Quarter (through December 31) | | 6.45 | | | 6.95 | |
| | 2023 |
| | Low | | High |
First Quarter (through March 31) | | 6.50 | | | 7.30 | |
Second Quarter (through June 30) | | 6.45 | | | 7.00 | |
Third Quarter (through September 30) | | 6.10 | | | 6.75 | |
Fourth Quarter (through December 31) | | 5.45 | | | 6.25 | |
As of October 3, 2025, 4,161,413 shares of Common Stock, representing 16.6% of our issued and outstanding Common Stock, were held directly or indirectly by our affiliates and are subject to certain transfer restrictions, including regarding the manner and volume of sales, under Rule 144 under the Securities Act (“Rule 144”). In addition, as of such date, 845,616 shares of our Common Stock, representing 3.4% of our issued and outstanding Common Stock, were otherwise restricted securities as defined under Rule 144 and may only be sold pursuant to registration under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. 20,127,750 shares of our Common Stock, representing 80.1% of our issued and outstanding Common Stock, were freely transferable without registration under the Securities Act, however 7,745,333 shares (including 5,345,583 shares which would otherwise be freely transferable), representing 30.8% of our issued and outstanding Common Stock, were subject to restrictions on transfer under contractual vesting conditions.
Registration Statement
We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of our Common Stock reserved for future issuance under our Omnibus Incentive Plan. The registration statement will be effective immediately upon filing and will permit the resale of such shares by non-affiliates in the public market without restriction under the Securities Act and the sale by affiliates in the public market, subject to compliance with the resale provisions of Rule 144.
Dividends
We currently intend to pay out dividends at a payout ratio of approximately 30% of Adjusted Net Income. This policy is, however, subject to change. The declaration and payment of dividends by the Company is at the sole discretion of our board of directors, and there can be no assurance that any dividends will be paid in or for any given period.
Securities Authorized for Issuance under Equity Compensation Plans
The table below sets forth, as of December 31, 2024, the number of shares of our Common Stock to be issued upon exercise of all outstanding options and vesting of all outstanding RSUs, the weighted average exercise price of such options and the number of shares of Common Stock remaining available for issuance under our Omnibus Incentive Plan after the exercise of all outstanding options and vesting of all outstanding RSUs.
Our Omnibus Incentive Plan was first approved by our shareholders in December 2021.
| | | | | | | | | | | | | | | | | | | | | | | |
| Plan category | | Number of shares of Common Stock to be issued upon exercise of outstanding options and vesting of outstanding RSUs | | Weighted-average exercise price of outstanding options ($)(2) | | Number of shares of Common Stock remaining available for future issuance under the Omnibus Incentive Plan |
Equity compensation plans approved by security holders | | 1,546,039 | | (1) | | 10.75 | | | 1,152,394 | |
Equity compensation plans not approved by security holders | | — | | | | — | | | — | |
Total | | | | | | | |
__________________
Notes to table:
(1)Presented on an adjusted basis to give retrospective effect to the Reverse Stock Split. Comprises 676,709 shares of Common Stock issuable upon exercise of all options outstanding as of December 31, 2024 and 869,330 shares of Common Stock issuable upon vesting of all RSUs outstanding as of December 31, 2024.
(2)The contractual exercise price of all options outstanding is denominated in GBP, and the weighted average exercise price of outstanding options as of December 31, 2024 was £8.60 (on an adjusted basis to give retrospective effect to the Reverse Stock Split). The US dollar value indicated has been calculated using a GBP to US dollar exchange rate as of December 31, 2024 of 1.00 to 1.25.
For a description of the terms of our Omnibus Incentive Plan, see “Executive Compensation—Omnibus Incentive Plan.”
As of December 31, 2024, the total amount of shares authorized by our board of directors under the Omnibus Incentive Plan was 18,013,197 (3,602,640 on an adjusted basis to give effect to the Reverse Stock Split) with a total of 5,761,967 (1,152,394 on an adjusted basis to give effect to the Reverse Stock Split) available for issuance.
Transfer Agent and Registrar
The transfer agent and registrar for our Common Stock will at the time of listing be Odyssey Transfer and Trust Company.
MANAGEMENT
Our Directors and Executive Officers
The following table sets forth the names, ages and positions of our directors and executive officers as of October 3, 2025. Our directors serve staggered three-year terms, with approximately one-third of directors elected at each annual general meeting of our shareholders. We are not aware of any family relationships among any of our executive officers or directors. We are not aware of any of our directors or executive officers having been involved in any legal proceedings in the past ten years relating to any of the items set forth under Item 401(f) of Regulation S-K.
| | | | | | | | | | | | | | |
| Name | | Age | | Position |
Executive Officers | | | | |
George Stewart Hall(1) | | 59 | | Chief Executive Officer and Director |
Roeland Smits(2) | | 55 | | Chief Financial Officer and Director |
| Jill Kendrick | | 49 | | Chief Operating Officer |
| Thomas Gensemer | | 48 | | Chief Strategy Officer |
| Neal Strum | | 60 | | Chief Legal Officer |
| Ron Starzman | | 47 | | Executive Vice President, Human Resources |
| Paula Thrasher | | 51 | | Vice President, Accounting Operations |
| John Green | | 53 | | Chief Client Officer |
Directors who are not Executive Officers(6) | | | | |
Simon Lee(3) | | 64 | | Non-Executive Director (Chairperson) |
Zachary Williams(4) | | 47 | | Executive Director |
Keenan Austin Reed(5) | | 42 | | Executive Director |
Benjamin Ginsberg(7) | | 74 | | Non-Executive Director |
Kimberly White(8) | | 60 | | Non-Executive Director |
Kathleen L. Casey(9) | | 59 | | Non-Executive Director |
Charles D. Brown(10) | | 65 | | Non-Executive Director |
__________________
Notes to table:
(1)Mr. Hall’s current term as director expires in 2028.
(2)Mr. Smits’ current term as director expires in 2026.
(3)Mr. Lee’s current term as director expires in 2027.
(4)Mr. Williams’s current term as director expires in 2027.
(5)Ms. Austin Reed’s current term as director expires in 2028.
(6)William Chess resigned as a non-executive director effective September 29, 2025, having served as a non-executive director on our board of directors since July 2024, and as Chief Financial Officer and executive director from December 2021 until July 2023, and Chief Administrative Officer and executive director from July 2023 to July 2024.
(7)Mr. Ginsberg’s current term as director expires in 2026.
(8)Ms. White’s current term as director expires in 2028.
(9)On September 29, 2025, Ms. Casey was appointed by our board of directors to serve as an independent Non-Executive Directors effective immediately prior to the anticipated listing of our Common Stock on Nasdaq.
(10)On September 29, 2025, Mr. Brown was appointed by our board of directors to serve as an independent Non-Executive Directors effective immediately prior to the anticipated listing of our Common Stock on Nasdaq.
Simon Lee has served as a non-executive director and chairperson of our board, chairperson of our Audit Committee and a member of our Compensation Committee since December 2021. Outside of his work with PPHC, Mr. Lee is Chair of Brit Syndicates, where he has been a director since 2016, and the Advisory Board of Perfect Cellar. He is Non-Executive Director of Fairfax International (Barbados) Ltd, Fairfax Asia Ltd, Falcon Insurance Ltd, SingaporeRe Ltd and TP24 AG. Until December 2013, he served as group chief executive of RSA Insurance Group plc, a FTSE 100 insurer. Mr. Lee also spent 17 years with NatWest Group where he held a number of senior leadership positions, including CEO of NatWest Offshore, Head of US Retail Banking, CEO NatWest Mortgage Corporation (US) and Director of Global Wholesale Markets.
George Stewart Hall is a co-founder of the Company and of Crossroads Strategies. In 2014, Crossroads Strategies was merged to form PPHC-LLC, where Mr. Hall served as CEO and Managing Partner. Mr. Hall has served as our Chief Executive Officer and a member of our board of directors since PPHC’s founding in February 2021. Mr. Hall has extensive experience in both the public and private sectors. He co-founded Federalist Group in 1999, which was acquired by Ogilvy Public Relations (WPP) in 2005. Prior to that, he served as Legislative Director to Senator Richard Shelby (R-AL) from 1992-1996, working across defense policy, appropriations and financial services committees.
Roeland Smits has served as our Chief Financial Officer and a member of our board of directors since September 2023. Mr. Smits joined PPHC in May 2022 as Deputy Chief Financial Officer with a strong focus on driving the company’s mergers and acquisitions (M&A) agenda. Prior to joining PPHC, Mr. Smits spent 12 years in various CFO roles at Kantar, co-owned by WPP and Bain Capital, where most recently he was CFO of Kantar Americas from 2012 until joining us. Before joining Kantar, Mr. Smits spent 6 years leading the North American M&A team of WPP. Also, Mr. Smits spent 8 years working in private equity, most notably for HAL investments BV, a publicly listed family fund in the Netherlands.
Zachary Williams has served as an executive director on our board of directors since December 2021 and is managing partner at our Forbes Tate Partners member company, a full-service government and public affairs advocacy firm that became part of PPHC in 2014. Prior to Forbes Tate Partners, he was a founder and managing partner of Cauthen Forbes and Williams.
Keenan Austin Reed has served as an executive director on our board of directors since December 2023. Ms. Austin Reed is a global leader on policy and politics, and serves as a senior advisor to PPHC. Ms. Austin Reed is known for mobilizing her immense network and building brands and coalitions to advance the goals of her clients and the broader Capitol Hill community. Ms. Austin Reed is also a principal at our Alpine Group member company, a top 20 lobbying firm in Washington, D.C.. She joined Alpine Group in 2021 and rose swiftly to the firm’s leadership. Prior to joining Alpine Group in 2021, she was the Chief of Staff to US Representative Donald McEachin. Recently, Ms. Austin Reed was named “Lobbyist of the Year” by the prestigious Washington Government Relations Group. Ms. Austin Reed is also the founder and chair of Black Women Leading, a 501(c)(3) organization that supports the empowerment of Black women in public service, notably the Black Women’s Congressional Alliance (BWCA).
Benjamin Ginsberg has served as a non-executive director on our board of directors, and as a member of our Audit Committee and our Compensation Committee, since December 2021. Prior to joining PPHC, Mr. Ginsberg was most recently a political law partner at international law firm Jones Day before retiring in August 2020. Prior to that, he served as national counsel to the Bush-Cheney presidential campaigns in 2000 and 2004, as well as the Romney for president campaigns of 2008 and 2012. He joined Patton Boggs, a full-service global law firm, in 1993 after serving eight years as counsel to the Republican National Committee, the Republican Senatorial Committee and the Republican Congressional Committee. Mr. Ginsberg is counsel to the Republican Governors Association.
Kimberly White has served as a non-executive director on our board of directors, and as Chairperson of our Compensation Committee and a member of our Audit Committee, since December 2021. Ms. White is Senior Vice President and Chief Corporate Affairs Officer of Generate:Biomedicines, a company focused on the application of AI to drug discovery founded by Flagship Pioneering. Prior to that through September 2023, Ms. White worked in the Alphabet ecosystem serving as a senior communications advisor to Verily and Isomorphic Labs, two of Alphabet’s “bets” in healthcare. Ms. White has served as Chief Communications Officer for a number of public companies including CVS Health from April 2020 until April 2021, Vertex Pharmaceuticals and Baxter. In addition to her corporate roles, she held senior leadership roles at Edelman and Ogilvy over a 20+ year agency career.
Kathleen L. Casey will serve as a non-executive director on our board of directors, Chairperson of our Nominating and Corporate Governance Committee, and member of our Audit Committee effective immediately prior to the anticipated listing of our common stock on Nasdaq. Kathleen has more than 30 years of experience in various senior government and private sector leadership roles and, from 2006 to 2011, she served as a Commissioner of the SEC. In this capacity, she also served in several international leadership positions, including Chair of the International Organisation of Securities Commissions’ (“IOSCO”) Technical Committee and Co-Chair of the CPSS-
IOSCO Review of Standards, IOSCO OTC Derivatives Task Force, IOSCO Task Force on Supervisory Cooperation, and Financial Stability Board Working Group on Provisioning. Since leaving the SEC in 2011, Kathleen has served as a non-executive director on several corporate boards including HSBC Holdings plc (NYSE: HSBC) until 2020. Some of her current positions include serving as an independent board member on the governing board of the Center for Audit Quality since 2024, advisory board member of Sterman Masser, Inc. since 2024, U.S. director of Sepio Systems, Inc. since 2020, and independent director on the board of the Federal Home Loan Mortgage Corporation (OTCQB: FMCC) since 2019, where she serves on several committees. She received a Juris Doctor (J.D.) from George Mason University Antonin Scalia Law School and a B.A. in international politics from The Pennsylvania State University.
Charles D. Brown will serve as a non-executive director on our board of directors, Chairperson and financial expert of our Audit Committee, and member of our Compensation Committee effective immediately prior to the anticipated listing of our common stock on Nasdaq. He has spent over 24 years at Fitch Group, Inc., a global financial data and information company, and its principal subsidiary, Fitch Ratings, Inc., one of the largest international credit rating agencies, most recently as the Chief Legal Officer and member of the executive committee, responsible for all legal matters, risk management, and government and regulatory relations. During his time with Fitch, he also served as Chief Compliance Officer for Fitch Ratings and, later, as Chief Credit Officer. Mr. Brown is an experienced lawyer and executive specializing in financial analysis, risk management, credit ratings, securities law, financial reporting, capital markets, structured finance, mergers and acquisitions, compliance, government and regulatory relations, and corporate governance. He is an independent, non-executive director at DBRS Inc., DBRS Ratings Limited, DBRS Ratings GmbH, and their credit rating agency affiliates, the worldwide credit rating agency that is a subsidiary of Morningstar, Inc. (NASDAQ: MORN), a leading global provider of independent investment insights. Mr. Brown holds a bachelor of science degree in economics and finance from the Fordham University Gabelli School of Business and a Juris Doctor (J.D.) from the Fordham University School of Law.
Jill Kendrick has served as our Chief Operating Officer since our founding in July 2014. She has 20 years of experience in developing, implementing, and growing the operational infrastructure to advance an organization throughout its business life cycle. Prior to joining PPHC, Ms. Kendrick served as the Chief Financial Officer of Crossroads Strategies, one of the founding firms of PPHC. In this role, she built the back-office infrastructure from the ground up for the financial and human resources processes across the growing group of companies. Before CRS, Ms. Kendrick served as the Chief Administrative Officer of Ogilvy Government Relations. In this capacity, she had oversight of all financial and personnel activities for, at the time, one of the top five government relations firms. She transitioned from Federalist Group to Ogilvy Government Relations post acquisition of Federalist Group by Ogilvy Public Relations Worldwide, a WPP Company. She was the key point of contact throughout the due diligence during the acquisition process and handled the transition of all the financial and human resources post-acquisition. Ms. Kendrick has held additional positions within Federalist Group, Berman Enterprises, and in Disaster Fundraising for the National Headquarters of the American Red Cross. It was in these positions that she grew her appreciation for business process improvement.
Thomas Gensemer has served as our Chief Strategy Officer since early 2020, having previously served as an advisor from 2018-2020. Mr. Gensemer joined PPHC after nearly 20 years in advertising, public affairs and politics. From 2005-2014 he served as CEO and managing partner of Blue State Digital (BSD), where he led the agency from its early founding through years of rapid growth until its ultimate acquisition by WPP in late 2011. In 2013, Mr. Gensemer was named chief strategy officer for Burson (then Burson-Marsteller), one of the world’s largest public relations networks (also a WPP company), where he oversaw a portfolio of global clients (Accenture, Ford, Nestle) and led the firm’s research, analytics, and creative functions. Mr. Gensemer’s work and insights have been featured in global media including Bloomberg, the Guardian, Wall Street Journal, Economist, and Business Week. He’s also appeared on CNN, CNBC, ITV, BBC, and Bloomberg TV. Mr. Gensemer continues involvement in organizations including the World Economic Forum, Aspen Institute, International Rescue Committee, Kasita, a hospitality start-up, and Court Avenue, a digital transformation agency. He also serves on the boards of the Public Goods Projects (PGP), the Purpose Foundation, the It Gets Better Campaign, and is a longtime advisor to the Family Equality Council.
Neal Strum has served as our Chief Legal Officer since January 2022, having previously served as outside legal counsel since our inception. Mr. Strum brings over thirty years of legal experience as a corporate and finance attorney at Venable LLP where he worked from 1991 until joining us. Prior to joining PPHC, Mr. Strum represented numerous clients across various industries – service, finance, hospitality, technology and healthcare – with a focus on mergers and acquisitions, venture capital, private equity and other equity investments. Mr. Strum is a graduate of the University of Maryland and of the University of Maryland School of Law.
Ron Starzman has served as our Executive Vice President of Human Resources since April 2019. Throughout his extensive career, Mr. Starzman has developed key workplace improvement initiatives, built and administered employee engagement programs, and overseen performance management and benefits processes at leading corporations across a wide range of industries. In his current position at PPHC, Mr. Starzman provides strategic HR planning, direction, and operational business support while simultaneously serving as a leader, consultant, resource, and subject matter expert on HR policies, practices, and programs for member companies of PPHC. Prior to joining PPHC, Mr. Starzman was the university-wide head of employee relations at William & Mary, where he directly oversaw all full-cycle performance and talent management initiatives for over 2,500 staff. He previously served as a managing consultant at Watershed, where he helped industry-leading partner companies successfully define, identify, attract, select, integrate, develop, train, and retain top talent. Mr. Starzman is also a graduate of William & Mary, where he earned a bachelor’s degree with a concentration in social psychology.
Paula Thrasher was named Vice President, Accounting Operations in September 2025, having previously served as our Vice President of Control and Accounting since July 2019 and as Director of Finance at Forbes Tate. In this capacity she oversees our accounting department and is primarily responsible for directing and managing the fiscal and accounting functions in accordance with generally accepted accounting principles (GAAP) and our member companies’ policies, procedures and regulations respectively, across all business segments. Ms. Thrasher came to PPHC with over twenty-five years of experience in accounting and financial analysis. She has management experience in accounting, budgeting, board presentations, cash management, financing, revenue sharing, information systems, property management, statistics, and strategic planning. Ms. Thrasher graduated from Troy University with a BS in business administration with an emphasis in accounting. She previously served as the director of finance with Forbes Tate Partners and the controller/staff accountant for Diamond Concrete, Dominic’s, Alabama Farmers Federation, EFS, Inc., Dialysis Clinic Inc., and Columbia Regional Medical Center.
John Green has served as our Chief Client Officer since February 2025. Mr. Green is also the co-founder of Crossroads Strategies, LLC, and has served as its chairperson since 2010. During his thirty years in the advocacy community, Mr. Green has successfully achieved policy results in virtually every field of federal advocacy, notably in technology and resources issues. Prior to his work at PPHC and Crossroads, Mr. Green co-founded Federalist Group, LLC. Federalist Group was acquired by Ogilvy Public Relations and grew to be one of the top five government relations firms in Washington. Mr. Green began his career working in the US Senate, where he handled policy and administrative matters for the assistant majority leader and eventual majority leader of the US Senate. Additionally, he served as campaign manager for a successful congressional campaign, national finance chairman for multiple US Senate campaigns, and senior advisor to a presidential campaign.
Our Board of Directors
Our board of directors oversees the management of our business and serves as the ultimate decision-making body of the Company, except for those matters reserved to our stockholders. The board of directors oversees our management team, to whom it has delegated responsibility for our day-to-day operations. While the board’s oversight role is broad and may concentrate on different areas from time to time, its primary areas of focus are strategy, oversight, governance and compliance, as well as assessing management.
Immediately prior to completion of our listing on Nasdaq, our board of directors will consist of nine members, as set forth in the table above. Pursuant to our certificate of incorporation, our board of directors is divided into three classes, as nearly equal in number as possible, designated: Class I, Class II and Class II (the “Classified Board”), with the classes elected to staggered three-year terms. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by our board of directors, with the number of directors in each class to be divided as nearly
equal as reasonably possible. Our certificate of incorporation and bylaws do not limit the number of terms a member may be re-elected as a director.
Each of our four executive directors—George Stewart Hall, Roeland Smits, Zachary Williams and Keenan Austin Reed –are parties to an executive employment agreement with us. Three of our non-executive directors—Simon Lee, Kimberly White and Ben Ginsberg—are parties to a letter of appointment, and our two incoming independent directors, Mr. Brown and Ms. Casey, will enter into letters of appointment on similar terms upon the effective date of their appointment, each as described below. Mr. Chess, a non-executive director of the Company is party to a consulting agreement, as described below. (For additional information on executive employment agreements and director appointment and consulting agreements, see “Executive Compensation—Employment” and “Executive Compensation—Director Compensation.”)
Board Committees
Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operate pursuant to charters adopted by our board of directors. Prior to completion of our listing on Nasdaq, we intend that the composition and functioning of all of our committees will comply with all applicable requirements of the Sarbanes-Oxley Act, the Nasdaq Stock Market and the Exchange Act. Members of each committee shall serve (subject to his or her earlier failure to qualify, resignation, retirement or removal) until his or her successor shall have been duly appointed and qualified in accordance with the terms of each committee charter. Upon our listing on Nasdaq, each committee charter will be available on the corporate governance section of our website. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.
Audit Committee
Effective immediately prior to our listing on Nasdaq, the audit committee of our board of directors shall consist of Charles D. Brown, Kathleen L. Casey and Benjamin Ginsburg, each of whom meets the financial literacy requirements of, and as required by, the rules and regulations of Nasdaq. Mr. Brown has been selected as the chair of the audit committee, and our board of directors has determined that Mr. Brown is an “audit committee financial expert” as such term is defined in Item 407 of Regulation S-K. The audit committee will at all times be composed of directors who are “financially sophisticated,” as defined under Nasdaq’s listing standards. In arriving at these determinations, our board of directors has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector. Furthermore, each of the above-named members of the audit committee is “independent” as defined in Rule 10A-3 under the Exchange Act and the rules and regulations of Nasdaq.
The audit committee is required under its charter to meet at least quarterly and otherwise as required. Among other responsibilities, the audit committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent auditor including overseeing the qualifications and independence of such auditor and advising on the terms of engagement between the Company and such auditor.
The audit committee’s role also includes: (i) overseeing management’s conduct of our financial reporting process (including the development and maintenance of systems of internal accounting and financial controls); (ii) ensuring procedures are in place for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters; (iii) reporting regularly to our board of directors on audit committee meetings; (iv) monitoring the integrity of our financial statements (including annual and interim accounts and results announcements); (v) undertaking narrative reporting and advising the board of directors on whether the content of the annual report and accounts provides the necessary information for shareholders to assess our performance, business model and strategy; (vi) preparing certain reports required by the rules and regulations of the SEC; (vii) reviewing our policies for detecting fraud; (viii) reviewing our compliance with legal and regulatory requirements applicable to financial statements and accounting and financial reporting processes; (ix) reviewing our internal audit functions, (x) reviewing and monitoring the extent of the non-audit services undertaken by external auditors, and (xi) ensuring that we have in place the procedures, resources and controls to enable compliance with applicable AIM rules and the QCA Code. The audit committee shall, at least once a year, conduct an annual review and evaluation of
its own performance and that of its members, including an assessment of its compliance with the audit committee charter to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board of directors for approval.
Compensation Committee
Effective immediately prior to our listing on Nasdaq, the compensation committee of our board of directors shall consist of Kimberly White (the chairperson), Simon Lee and Charles D. Brown. Our board of directors has determined that each member is “independent” under Nasdaq listing standards and also satisfies the independence requirements set out in the QCA Code. In addition, at least two members of the compensation committee qualify as a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act.
The compensation committee is required under its charter to meet not less than twice a year and at such other times as required. The compensation committee’s responsibilities generally include reviewing and approving all forms of compensation to be provided to, and employment agreements with, the directors, executive officers and other key employees of the Company. The compensation committee also has responsibility for: (i) recommending to our board of directors a compensation policy for executive directors and other senior executives, and monitoring its implementation; (ii) approving and recommending to our board of directors and shareholders the total individual compensation package of the executive directors and other senior executives (including bonuses, incentive payments and share incentive awards or other share awards); and (iii) approving the design of, and determining targets for, any performance related pay schemes and share incentive plans operated by the Company. No director or member of management may be involved in any discussions as to their own compensation.
The compensation committee shall, at least once a year, conduct an annual review and evaluation of its own performance and that of its members, including an assessment of its compliance with the compensation committee charter to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board of directors for approval.
Nominating and Corporate Governance Committee
Effective immediately prior to our listing on Nasdaq, the nominating and corporate governance committee of our board of directors shall consist of Kathleen L. Casey (the chairperson), Simon Lee, Benjamin Ginsberg and Kimberly White. Our board of directors has determined that each member is “independent” under Nasdaq listing standards and also satisfies the independence requirements set out in the QCA Code.
The nominating and corporate governance committee is required under its charter to meet not less than twice a year and at such other times as required. The nominating and corporate governance committee’s responsibilities generally include (i) overseeing and assisting the board of directors in reviewing and recommending nominees for election as directors; (ii) assessing the performance of the members of the board and senior management; (iii) recommending members of the board of directors to serve on committees of the board of directors; (iv) establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and recommending to the board of directors a set of corporate governance guidelines applicable to the Company; (v) overseeing and approving the management continuity planning process; and (vi) otherwise taking a leadership role in shaping the corporate governance of the Company.
The nominating and corporate governance committee shall, at least once a year, conduct an annual review and evaluation of its own performance and that of its members, including an assessment of its compliance with the nominating and corporate governance committee charter to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the board of directors for approval.
Code of Business Conduct and Ethics
We have adopted a written Code of Business Conduct and Ethics which will become effective immediately prior to the completion of our listing on Nasdaq, which will apply to all of our directors, officers and employees. Our Code of Business Conduct and Ethics has been established to encourage, among other things, (i) honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent conflicts of interest; (ii) full,
fair, accurate, timely and understandable disclosure; (iii) compliance with applicable governmental laws, rules and regulations; (iv) prompt internal reporting of any violations of law or the Code of Business Conduct and Ethics; (v) accountability for adherence to the Code of Business Conduct and Ethics, including fair process by which to determine violations; (vi) consistent enforcement of the Code of Business Conduct and Ethics, including clear and objective standards for compliance; (vii) protection for persons reporting any such questionable behavior; (viii) the protection of the Company’s legitimate business interests, including its assets and corporate opportunities; and (ix) confidentiality of information entrusted to directors, officers and employees by the Company and its customers.
The audit committee of our board of directors will be responsible for overseeing the Code of Business Conduct and Ethics and approving any waivers of the Code of Business Conduct for executive officers and directors. We expect that any amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements with respect to our executive officers and directors, will be disclosed on our website.
Upon our listing on Nasdaq, a copy of the Code of Business Conduct and Ethics will be made available on our website, which is located at https://pphcompany.com. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus and is not incorporated by reference herein. We have included our website address in this prospectus solely as an inactive textual reference.
EXECUTIVE COMPENSATION
The following discussion and analysis of compensation arrangements should be read together with the compensation tables and related disclosures that follow. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion. The following discussion may also contain statements regarding corporate performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of future results or other guidance. We specifically caution investors not to apply these statements to other contexts.
Summary Compensation Table
The following table and related footnotes show the compensation paid to our named executive officers during each of the years ended December 31, 2024 and 2023.
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| Name and principal position | | Year | | Salary ($) | | Bonus ($) | | Stock awards ($)(1) | | All other compensation ($)(2) | | Total ($) |
George Stewart Hall, | | 2023 | | | 799,992 | | | — | | | 397,987 | | | 11,430 | | | 1,209,409 | |
Chief Executive Officer | | 2024 | | | 799,992 | | | 333,500 | | | 87,940 | | | 36,850 | | | 1,258,282 | |
Roeland Smits, | | 2023 | | | 425,000 | | | 60,775 | | | 284,173 | | | 4,378 | | | 774,326 | |
Chief Financial Officer | | 2024 | | | 425,000 | | | 216,250 | | | 132,069 | | | 14,216 | | | 787,535 | |
Neal Strum, | | 2023 | | | 450,000 | | | 125,000 | | | 232,496 | | | 2,902 | | | 810,398 | |
Chief Legal Officer | | 2024 | | | 450,000 | | | 202,500 | | | 133,203 | | | 9,631 | | | 795,334 | |
__________________
Notes to table:
(1)Stock awards comprise, in each case, the aggregate grant date fair value of all RSAs and RSUs issued to the person listed in the year indicated.
(2)All other compensation comprises, in each case, (i) premiums paid by the Company for a Company sponsored life insurance policy for the person listed; and (ii) all dividends paid to the person listed during the year indicated in respect of shares of Common Stock, RSAs or RSUs held by such person that were originally issued to them under the Omnibus Incentive Plan.
Employment Agreements
We have employment agreements with each of our named executive officers, the principal terms of which are summarized below.
Employment Agreement of George Stewart Hall (Chief Executive Officer)
Pursuant to an agreement with PPHC dated August 2, 2021 (effective beginning at the time of our UK IPO on December 16, 2021), Mr. Hall is employed by us as Chief Executive Officer. Prior to December 16, 2021, Mr. Hall was employed by Crossroads Strategies, one of our operating subsidiaries. Mr. Hall is eligible to receive an annual cash bonus in accordance with the terms of our annual bonus program, subject to the attainment of applicable performance targets to be set by our board of directors or its delegate. Mr. Hall is also eligible to receive equity-based awards in accordance with our Omnibus Incentive Plan. Mr. Hall became a stockholder of the Company upon receiving shares in connection with our pre-UK IPO reorganization on December 10, 2021.
In the event we terminate Mr. Hall’s employment without cause (as defined in the employment agreement) or Mr. Hall resigns for good reason (as defined in the employment agreement), in addition to unpaid salary for the period prior to termination, earned, but unpaid cash bonuses for previously completed bonus years and employee benefits under applicable plans, he would receive 12 months’ severance in the amount of the then-current base salary, plus an additional amount equal to the most recent annual bonus. If this occurs, unvested awards (other than stock options) granted under the Omnibus Incentive Plan fully vest. If this occurs within 12 months after a change in control (as defined in the employment agreement), all unvested awards, including stock options, granted under the Omnibus Incentive Plan fully vest.
Employment Agreement of Roeland Smits (Chief Financial Officer)
Pursuant to an agreement with PPHC effective May 1, 2022, Mr. Smits was employed by us as Deputy Chief Financial Officer. On July 2, 2023, Mr. Smits was appointed as our Chief Financial Officer. Mr. Smits is eligible to receive an annual cash bonus in accordance with the terms of our annual bonus program, subject to the attainment of applicable performance targets to be set by our board of directors or its delegate. Mr. Smits is also eligible to receive equity-based awards in accordance with our Omnibus Incentive Plan.
In the event we terminate Mr. Smits’ employment without cause (as defined in the employment agreement) or Mr. Smits resigns for good reason (as defined in the employment agreement), in addition to unpaid salary for the period prior to termination, earned, but unpaid cash bonuses for previously completed bonus years and employee benefits under applicable plans, he would receive 12 months’ severance in the amount of the then-current base salary, plus an additional amount equal to the most recent annual bonus. If this occurs, unvested awards (other than stock options) granted under the Omnibus Incentive Plan fully vest. If this occurs within 12 months after a change in control (as defined in the employment agreement), all unvested awards, including stock options, granted under the Omnibus Incentive Plan fully vest.
Employment Agreement of Neal Strum (Chief Legal Officer)
Pursuant to an agreement with PPHC dated December 28, 2021, Mr. Strum is employed by us as Chief Legal Officer. Mr. Strum is eligible to receive an annual cash bonus in accordance with the terms of our annual bonus program, subject to the attainment of applicable performance targets to be set by our board of directors or its delegate. Mr. Strum is also eligible to receive equity-based awards in accordance with our Omnibus Incentive Plan.
In the event we terminate Mr. Strum’s employment without cause (as defined in the employment agreement) or Mr. Strum resigns for good reason (as defined in the employment agreement), in addition to unpaid salary for the period prior to termination, earned, but unpaid cash bonuses for previously completed bonus years and employee benefits under applicable plans, he would receive 12 months’ severance in the amount of the then-current base salary, plus an additional amount equal to the most recent annual bonus. If this occurs, unvested awards (other than stock options) granted under the Omnibus Incentive Plan fully vest. If this occurs within 12 months after a change in control (as defined in the employment agreement), all unvested awards, including stock options, granted under the Omnibus Incentive Plan fully vest.
Outstanding Equity Awards at Fiscal Year End
The following table and related footnotes show the unexercised stock options, unvested restricted stock units (“RSUs”) and unvested shares of Common Stock underlying the restricted stock awards (“RSAs”) held by our named executive officers as of December 31, 2024, each presented on an adjusted basis after giving retrospective effect to the Reverse Stock Split.
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| | Option Awards | | Stock Awards |
| Name | | Number of Shares of Common Stock underlying exercisable unexercised options | | Number of Shares of Common Stock underlying unexercisable unexercised options | | Option exercise price ($)(4) | | Option expiration date | | Unvested shares or units of Common Stock | | Market value of unvested shares or units of Common Stock ($) |
George Stewart Hall | | 10,000 | | | — | | 11.10 | | | May 16, 2032 | | 516,360 | | (1) | | 4,426,990 | |
Roeland Smits | | 20,000 | | | — | | 11.10 | | | Oct 11, 2032 | | 29,334 | | (2) | | 251,487 | |
Neal Strum | | 20,000 | | | — | | 11.10 | | | May 16, 2032 | | 29,334 | | (3) | | 251,487 | |
__________________
Notes to table:
(1)Comprises 483,027 shares of Common Stock, half of which are scheduled to vest on each of December 16, 2025 and December 16, 2026; 13,334 RSUs, half of which are scheduled to vest on each of October 3, 2025 and October 3, 2026; and 20,000 RSUs, one-third of which are scheduled to vest on each of June 26, 2025, June 26, 2026 and June 26, 2027.
(2)Comprises 13,334 RSUs, half of which are scheduled to vest on each of October 3, 2025 and October 3, 2026, and 16,000 RSUs, one-third of which are scheduled to vest on each of June 26, 2025, June 26, 2026 and June 26, 2027.
(3)Comprises 13,334 RSUs, half of which are scheduled to vest on each of October 3, 2025 and October 3, 2026; and 16,000 RSUs, one-third of which are scheduled to vest on each of June 26, 2025, June 26, 2026 and June 26, 2027.
(4)The exercise price of each option is denominated in British pounds sterling (“GBP” or “£”), and was £8.85 per share (on an adjusted basis after giving retrospective effect to the Reverse Stock Split) for all options listed. The US dollar value indicated has been calculated using a GBP to US dollar exchange rate as of December 31, 2024 of 1.00 to 1.25.
Annual Bonus Program
Annual bonus amounts are paid as compensation for services to senior executives, including our named executive officers, and employees based on satisfactory performance at PPHC, member company and individual employee level as determined by the compensation committee of our board of directors with the input, where applicable, from management of the relevant member company. Each February, our board of directors, upon the recommendation of our compensation committee, determines the size of the aggregate bonus pool for the Company relating to the previous year’s performance and allocates this amount among the Company’s member companies and PPHC. The compensation committee then makes specific allocations to PPHC’s officers and executive directors, including its named executive officers, and allocations to all other employees are made by PPHC’s CEO and the management of each member company. The bonus amounts awarded to named executive officers are not determined by reference to a prescribed formula or set of criteria, but are determined by, and at the discretion of, the compensation committee. In determining bonus award amounts for each named executive officer or other employee, the compensation committee conducts a holistic assessment of the person’s performance over the preceding year. These bonuses are paid before March 15 each year. Eligibility for bonuses is noted in employment agreements, and certain employment agreements include a right of PPHC to clawback prior bonus payments if the employee violates restrictive covenants in the agreement.
Omnibus Incentive Plan
In 2021, we adopted the Omnibus Incentive Plan, under which options (both non-qualified options, and incentive stock options), stock appreciation rights, restricted stock units, restricted stock, unrestricted stock, cash-based awards and dividend equivalent rights may be issued. The first stock-based compensation units under the Omnibus Incentive Plan were issued in 2022. Our board of directors has approved an amendment to the Omnibus incentive plan, to be effective (by its terms) from the date immediately prior to the effectiveness of this registration statement. Key terms of the Omnibus Incentive Plan, as so amended, and of certain grant agreements thereunder are summarized below:
•Eligibility. Employees, non-employee directors and consultants of PPHC and its affiliates, as selected by the compensation committee of our board of directors or its delegates, are eligible for grants under the Omnibus Incentive Plan.
•Grants. The compensation committee or its delegates will determine the timing, amount and recipients of grants under the Omnibus Incentive Plan.
•Exercise/purchase price. Options will be granted with an exercise price that is not less than the fair market value of the underlying shares of Common Stock as of the grant date.
•Restrictions on restricted stock units. Restricted stock units and restricted stock shall be subject to forfeiture conditions based on continuation of the service relationship and/or achievement of pre-established performance goals and objectives, as determined by the compensation committee.
•Limitations on exercise of options. With respect to non-qualified options, the minimum number of shares of Common Stock with respect to which an option may be exercised at any one time is 1,000 shares, or if less, the total number of shares of Common Stock subject to exercise at such time.
•Limitations on incentive stock options. The aggregate fair market value of shares of Common Stock (determined as of the time of grant) with respect to which incentive stock options first become exercisable by a grantee during any calendar year will not exceed $100,000.
•Total number of shares available. Subject to adjustment in accordance with the Omnibus Incentive Plan, no more than 2,600,000 shares of Common Stock (after giving effect to the Reverse Stock Split) shall be available for the grant of awards under the Omnibus Incentive Plan. The maximum aggregate number of shares of Common Stock that may be issued in the form of incentive stock options shall not exceed 2,164,801 (after giving effect to the Reverse Stock Split).
•Exercise of options. With respect to non-qualified options, options generally will become 100.0% vested and exercisable on the third anniversary of the grant date. Options may be exercisable within the times or upon the events determined by the compensation committee as set forth in the relevant grant agreement, provided that no option will be exercisable after the expiration of ten years following the date of grant.
•Employees leaving the Company. With respect to non-qualified options, if a grantee ceases to provide services to the Company, the unvested portion of the option shall expire. With respect to the vested portion of the option, the option shall expire (i) immediately upon grantee’s involuntary termination for cause, (ii) 30 days following grantee’s voluntary termination of the service relationship (other than for good reason within 12 months following a change in control, in which case the option shall expire 90 days following grantee’s termination), (iii) 90 days following grantee’s involuntary termination of the service relationship without cause, (iv) 12 months following termination of the service relationship due to grantee’s death or disability, or (v) the day before the 10th anniversary of the grant date if earlier than the foregoing.
•Transferability. Awards may not be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or the laws of descent and distribution or pursuant to a domestic relations order; provided, that the compensation committee in its discretion, may permit transfers of non-qualified options to specified family members or related parties.
•Corporate transactions and admission. Upon a change in control, the successor entity may continue or assume outstanding awards, or substitute outstanding awards with appropriate adjustments to award terms to reflect the new underlying equity. If a continuation, assumption or substitution of outstanding awards does not occur, the awards shall terminate upon change in control, in which case the awards shall be settled or disposed of in accordance with the award agreements, or as the Company may otherwise determine in accordance with the Omnibus Incentive Plan.
•Amendment. The Omnibus Incentive Plan may be amended by the Company at any time, with shareholder approval to the extent required by applicable law or exchange rule. Outstanding grants may be amended by the Company at any time, except that no amendment may materially adversely affect an outstanding grant without the grantee’s consent.
•Termination. The Omnibus Incentive Plan may be terminated by the Company at any time, subject to Section 409A of the US Internal Revenue Code. Outstanding grants shall not be materially adversely affected by a termination of the Omnibus Incentive Plan without the grantee’s consent.
The stock options have a contractual term of ten years and vest three years after their issuance. The RSUs vest over a three-year period with one-third vesting each year after the grant date. The RSAs include voting and dividend rights prior to vesting. For information on our issuances of options, RSUs and shares of Common Stock (including RSAs) under the Omnibus Incentive Plan within the last three years, see “Item 15. Recent Sales of Unregistered Securities” in Part II of this registration statement.
820,007 RSAs (164,002 RSAs on an adjusted basis after giving retrospective effect to the Reverse Stock Split) vested on December 31, 2023, 17,438 RSAs (3,488 on an adjusted basis after giving retrospective effect to the Reverse Stock Split) vested on July 1, 2024; 442,301 RSAs (88,461 on an adjusted basis after giving retrospective effect to the Reverse Stock Split) vested on October 2024; 35,490 RSAs (7.098 on an adjusted basis after giving retrospective effect to the Reverse Stock Split) vested on December 31, 2024; 686,299 RSAs (137,260 on an adjusted basis after giving retrospective effect to the Reverse Stock Split) vested in May 2025; and 342,231 RSAs (on an adjusted basis after giving retrospective effect to the Reverse Stock Split) vest over a remaining four-year period beginning with approximately 85,600 per year starting in October 2025, with 313,840 fully vested by October
2028 and 28,392 fully vested by December 2028 (each on an adjusted basis after giving retrospective effect to the Reverse Stock Split).
In 2024, following our acquisition of Pagefield, we adopted a UK Sub-Plan to the Omnibus Incentive Plan, and a related form of stock option agreement. Under the UK Sub-Plan, only non-qualified stock options may be awarded. The terms and conditions of awards under the UK Sub-Plan (including, for example, vesting/forfeiture, exercise, and termination) are substantially the same as the terms and conditions of US options awarded under the Omnibus Incentive Plan, but include UK-specific provisions reflecting UK tax treatment. The first awards under the UK Sub-Plan were issued in 2024.
PPHC 401(k) Plan
Effective January 1, 2020, we established the Public Policy Holding Company, LLC 401(k) Plan (“PPHC 401(k) Plan”). The PPHC 401(k) Plan covers employees that reach certain age and length of service requirements. Eligible employees can contribute into the plans through salary deferral. The PPHC 401(k) Plan does not have any employer contribution and expenses are immaterial.
Director Compensation
The following table and related footnotes show the compensation paid to our non-executive directors during the year ended December 31, 2024. None of our executive directors received compensation for their service as directors.
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Name | | Fees earned or paid in cash ($) | | All other compensation ($) | | Total ($) |
Simon Lee | | 120,000 | | | 2,000 | | (1) | | 122,000 | |
William Chess(3) | | 0 | | | 309,936 | | (2) | | 309,936 | |
Benjamin Ginsberg | | 80,000 | | | 2,000 | | (1) | | 82,000 | |
Kimberly White | | 80,000 | | | 2,000 | | (1) | | 82,000 | |
___________________
(1)Comprises an incremental fee for services rendered.
(2)William Chess received no compensation for his service as a non-executive director during the year ended December 31, 2024. However, he did receive compensation from the Company for his service as Chief Administrative Officer for the period from January to July 2024 (comprising $225,000 in salary and $24,936 in RSAs issued under the Omnibus Incentive Plan) and for consulting services (comprising $60,000 in fees) for the period from July to December 2024 (see “—Consulting Agreement of William Chess (Non-Executive Director),” below).
(3)William Chess resigned as a director on September 29, 2025.
Consulting Agreement of William Chess (Non-Executive Director)
Pursuant to an agreement with PPHC dated August 1, 2021 (effective beginning at the time of our UK IPO on December 16, 2021), Mr. Chess was employed by PPHC as Chief Financial Officer. On July 2, 2023, Mr. Chess was appointed Chief Administrative Officer. Effective July 1, 2024. Mr. Chess retired as our Chief Administrative Officer. Pursuant to an agreement with PPHC dated July 1, 2024, Mr. Chess serves as a consultant to us. The monthly fee payable by us to Mr. Chess as a consultant to the Company is $10,000. With respect to the year ending December 31, 2024, during which Mr. Chess served as an executive and non-executive director of the Company, Mr. Chess received an annual salary of $450,000. In addition, with respect to such year, Mr. Chess received awards under our Omnibus Incentive Plan consisting of (i) 17,438 restricted shares (3,488 on an adjusted basis after giving retrospective effect to the Reverse Stock Split) of our Common Stock, and (ii) 100,000 shares (20,000 on an adjusted basis after giving retrospective effect to the Reverse Stock Split) of our Common Stock as a result of previously issued RSUs vesting. Also, with respect to the year ending December 31, 2024, Mr. Chess purchased 25,000 shares (5,000 on an adjusted basis after giving retrospective effect to the Reverse Stock Split) of our Common Stock. Mr. Chess became a stockholder of the Company upon receiving shares in connection with the Company’s pre-UK IPO reorganization on December 10, 2021. Mr. Chess’s contract expired in December 2024, but has been extended by oral agreement on a month-to-month basis under an arrangement approved by our compensation committee.
Appointment Agreement of Simon Lee (Non-Executive Director and Chairperson)
Pursuant to a letter of appointment with PPHC dated December 13, 2021, Mr. Lee serves as non-executive chairperson of our board of directors and as chairperson of the board’s audit committee. The annual fee payable by us to Mr. Lee is US $120,000. With respect to the year ending December 31, 2024, Mr. Lee also received $2,000 in additional compensation. In May 2024, Mr. Lee transferred 204,824 shares (40,965 on an adjusted basis after giving retrospective effect to the Reverse Stock Split) of Company stock held in his name to his wife.
Appointment Agreement of Kimberly White (Non-Executive Director)
Pursuant to a letter of appointment with PPHC dated December 13, 2021, Ms. White serves as a non-executive director of PPHC and chairperson of the board’s compensation committee. The annual fee payable by us to Ms. White is US $80,000. With respect to the year ending December 31, 2024, Ms. White received $2,000 in additional compensation.
Appointment Agreement of Benjamin Ginsberg
Pursuant to a letter of appointment with PPHC dated December 13, 2021, Mr. Ginsberg serves as a non-executive director of the Company. The annual fee payable by us to Mr. Ginsberg is $80,000. With respect to the year ending December 31, 2024, Mr. Ginsberg also received US $2,000 in additional compensation.
Appointment Agreement of Kathleen Casey
Pursuant to a letter of appointment with PPHC to be entered into upon the effective date of her appointment as a director, Ms. Casey will serve as a non-executive director of the Company and will serve on the Audit Committee and as chairperson of the Nominating and Corporate Governance Committee. The annual fee payable by us to Ms. Casey is $200,000, comprising $100,000 in cash and $100,000 in Restricted Stock Units vesting on the first anniversary of the grant date.
Appointment Agreement of Charles Brown
Pursuant to a letter of appointment with PPHC to be entered into upon the effective date of her appointment as a director, Mr. Brown will serve as a non-executive director of the Company and will serve on the Compensation Committee and as chairperson of the Audit Committee. The annual fee payable by us to Mr. Brown is $210,000, comprising $110,000 in cash and $100,000 in Restricted Stock Units vesting on the first anniversary of the grant date.
Director Compensation Policy
Decisions regarding the past compensation of our non-executive directors were made by our prior remuneration committee (except with respect to non-executive directors, whose compensation was approved by the executive directors) in accordance with the terms of reference for the remuneration committee. We have now established a compensation committee and our executive compensation programs, policies and practices for our directors and executive officers will be subject to the review and approval of the compensation committee. Under our compensation committee charter, the compensation committee will be responsible for setting and reviewing the compensation of our directors and executive officers or individuals party to a key principal agreement with the Company. The compensation committee is also responsible for evaluating the performance of the chief executive officer and determining and approving the chief executive officer’s annual salary, bonus, equity incentives, long-term incentives and other benefits in accordance with such chief executive officer’s key principal agreement. . No director or member of management may be involved in any discussions as to their own compensation (including with respect to any options).
Compensation Committee Interlocks and Insider Participation
During the year ended December 31, 2024, none of our executive officers served on the board of directors or compensation committee of a company that had an executive officer that served on our compensation committee or
board of directors. As of the date of this prospectus, no member of our board of directors is an executive officer of a company on whose board of directors or compensation committee one of our executive officers serves.
Emerging Growth Company Status
For so long as we are an emerging growth company, we will be exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is information regarding the beneficial ownership of our Common Stock as of October 3, 2025 by (i) each of our directors and named executive officers, (ii) each person whom we know owned, beneficially, more than 5% of the outstanding shares of our Common Stock, and (iii) all of our current directors and executive officers as a group. We believe that, except as otherwise noted below, each named beneficial owner has sole voting and investment power with respect to the shares listed. Unless otherwise indicated herein, beneficial ownership is determined in accordance with the rules of the SEC, and includes voting or investment power with respect to shares beneficially owned.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Shares Beneficially Owned Prior to the Offering | | Shares Beneficially Owned After the Offering |
| | | | | | If Underwriters’ Option to Purchase Additional Shares is Not Exercised | | If Underwriters’ Option to Purchase Additional Shares is Not Exercised Full |
Name of Beneficial Owner(1) | | Shares | | Percentage | | Shares | | Percentage | | Shares | | Percentage |
| Directors and Named Executive Officers: | | | | | | | | | | | | |
Simon Lee(2) | | 64,739 | | 0.3 | % | | | | % | | | | |
George Stewart Hall(3) | | 1,317,080 | | 5.2 | % | | | | | | | | |
Roeland Smits(4) | | 99,790 | | 0.4 | % | | | | | | | | |
Zachary Williams(5) | | 982,119 | | 3.9 | % | | | | | | | | |
Keenan Austin Reed(6) | | 56,235 | | 0.2 | % | | | | | | | | |
| Benjamin Ginsberg | | — | | 0.0 | % | | | | | | | | |
| Kimberly White | | — | | 0.0 | % | | | | | | | | |
Kathleen L. Casey | | — | | 0.0 | % | | | | | | | | |
Charles D. Brown | | — | | 0.0 | % | | | | | | | | |
Neal Strum(7) | | 57,773 | | 0.2 | % | | | | | | | | |
All directors and executive officers as a group(8) | | 4,330,687 | | 17.2 | % | | | | % | | | | |
| 5% Stockholders: | | | | | | | | | | | | |
Jeffrey Alan Forbes(9) | | 2,310,152 | | 9.2 | % | | | | % | | | | |
Daniel Clyde Tate, Jr.(10) | | 1,603,226 | | 6.4 | % | | | | | | | | |
______________
Notes to table:
(1)Unless otherwise indicated, the address for each person or entity listed is: c/o Public Policy Holding Company, Inc., 800 North Capitol St. NW, Suite 800, Washington, D.C. 20002.
(2)Shares of Common Stock for Simon Lee includes 64,739 shares held by Fiona Lee, the wife of Simon Lee and beneficially owned by Simon Lee.
(3)Shares of Common Stock for George Stewart Hall includes 10,000 stock options and 6,667 RSUs issued under the Omnibus Incentive Plan which have vested or will vest within 60 days.
(4)Shares of Common Stock for Roeland Smits includes 20,000 stock options and 6,667 RSUs issued under the Omnibus Incentive Plan which have vested or will vest within 60 days.
(5)Shares of Common Stock for Zachary Williams includes 4,806 stock options issued under the Omnibus Incentive Plan which have vested or will vest within 60 days.
(6)Shares of Common Stock for Keenan Austin Reed includes 5,562 stock options issued under the Omnibus Incentive Plan which have vested or will vest within 60 days.
(7)Shares of Common Stock for Neal Strum includes 20,000 stock options and 6,667 RSUs issued under the Omnibus Incentive Plan which have vested or will vest within 60 days.
(8)Total for all directors and executive officers as a group includes shares beneficially owned by Simon Lee, George Stewart Hall, Roeland Smits, Zachary Williams, Keenan Austin Reed, William Chess, Benjamin Ginsberg, Kimberly White, Neal Strum, Paula Thrasher, Jill Kendrick, Ron Starzman, Thomas Gensemer and John Green.
(9)Shares of Common Stock for Jeffrey Alan Forbes includes 4,806 stock options issued under the Omnibus Incentive Plan which have vested or will vest within 60 days.
(10)Shares of Common Stock for Daniel Clyde Tate includes 4,806 stock options issued under the Omnibus Incentive Plan which have vested or will vest within 60 days.
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS AND DIRECTOR INDEPENDENCE
Related Person Transactions
In addition to the compensation arrangements with our directors and executive officers described above in “Executive Compensation,” we have entered into the following agreements with related persons since January 1, 2023:
•AG Holdings, Inc. (formerly, The Alpine Group Inc.) Loan Agreement. On December 13, 2021, we agreed to provide AG Holdings, Inc., which as of December 31, 2024 held 10.4% of our Common Stock, with a one-time loan in an amount up to $750,000 in connection with certain US federal, state and local income taxes incurred in connection with certain shares of our Common Stock sold by AG Holdings, Inc. in our UK IPO. On April 14, 2022, we advanced this loan in the agreed-upon amount of $513,000. As of February 3, 2025, the amount outstanding and repayable (including principal and interest) was $532,451.25. On February 3, 2025, we accepted 316,779 shares of our Common Stock (or 63,356 shares on an adjusted basis after giving retrospective effect to the Reverse Stock Split) , each at a price of £1.3515, or approximately $1.6808 per share (£6.7575, or approximately $8.404, on an adjusted basis after giving retrospective effect to the Reverse Stock Split) (“Repayment Shares”), in full satisfaction of this amount. The Repayment Shares were cancelled effective February 4, 2025. As a result of the dissolution and liquidation process of AG Holdings, Inc., effective March 21, 2025, AG Holdings Inc. is no longer a significant shareholder of PPHC.
•Jeffrey Forbes Employment Agreement. Pursuant to an agreement with Forbes Tate Partners dated August 2, 2021 (effective beginning at the time of our initial listing on the AIM market of the London Stock Exchange on December 16, 2021), Mr. Forbes, who as of October 3, 2025, held more than 5% of our Common Stock, is employed by Forbes Tate Partners as Founding Partner. Mr. Forbes is eligible to receive an annual cash bonus in accordance with the terms of our annual bonus program, subject to the attainment of applicable performance targets to be set by our board of directors or its delegate. Mr. Forbes is also eligible to receive equity-based awards in accordance with the Company’s Omnibus Incentive Plan. With respect to each of the years ending December 31, 2024 and 2023, Mr. Forbes received from Forbes Tate a salary of $1.0 million per annum; for 2023, Mr. Forbes also received a $50,000 cash bonus under our annual bonus program. Subject to the conditions of his employment agreement, Mr. Forbes’ salary for 2025 will be $1.0 million per annum in addition to any bonus awards for 2025 under our annual bonus program. In addition, in the year ended December 31, 2024, Mr. Forbes received awards under our Omnibus Incentive Plan consisting of 75,000 restricted stock units (15,000 restricted stock units on an adjusted basis after giving retrospective effect to the Reverse Stock Split) and in the period between January 1, 2025 and October 3, 2025, Mr. Forbes received 13,333 restricted stock units and 4,865 restricted stock awards (each on an adjusted basis after giving effect to the Reverse Stock Split). Mr. Forbes is a stockholder of the Company, having received shares in connection with our pre-UK IPO reorganization on December 10, 2021.
•George Stewart Hall Employment Agreement. As of October 3, 2025, Mr. Hall, the Chief Executive Officer, held more than 5% of our Common Stock. For information on Mr. Hall’s compensation in the years ended December 31, 2023 and 2024, and his employment agreement with the Company, see “Executive Compensation—Summary Compensation Table” and “Executive Compensation—Employment Agreements—Employment Agreement of George Stewart Hall (Chief Executive Officer).”
•Daniel Tate Employment Agreement. Pursuant to an agreement with Forbes Tate Partners dated August 2, 2021 (effective beginning at the time of our UK IPO on December 16, 2021), Mr. Tate, who as of October 3, 2025, held more than 5% of our Common Stock, is employed by Forbes Tate Partners as Founding Partner. Mr. Tate is eligible to receive an annual cash bonus in accordance with the terms of our annual bonus program, subject to the attainment of applicable performance targets to be set by our board of directors or its delegate. Mr. Tate is also eligible to receive equity-based awards in accordance with the Company’s Omnibus Incentive Plan. With respect to each of the years ending December 31, 2024 and
2023, Mr. Tate received from Forbes Tate a salary of $750,000 per annum. Subject to the conditions of his employment agreement, Mr. Tate’s salary for 2025 will be $750,000 per annum in addition to any bonus awards for 2025 under our annual bonus program. In addition, in the year ended December 31, 2023 and 2024, Mr. Tate received awards under our Omnibus Incentive Plan consisting of, respectively, 75,000 restricted stock units (15,000 restricted stock units on an adjusted basis after giving retrospective effect to the Reverse Stock Split) and 55,000 restricted stock units (11,000 restricted stock units on an adjusted basis after giving retrospective effect to the Reverse Stock Split), and in the period between January 1, 2025 and October 3, 2025, 8,666 restricted stock units (on an adjusted basis after giving effect to the Reverse Stock Split). Mr. Tate is a stockholder of the Company, having received shares in connection with our pre-UK IPO reorganization on December 10, 2021.
Related Person Transactions Policy
Prior to completion of this offering, we intend to adopt a Related Person Transactions Policy setting forth policies and procedures for the identification, review, and approval or ratification of related person transactions. Pursuant to this policy, our current executive officers and directors (and any person who has served in such role since the beginning of the last fiscal year), director nominees, beneficial owners of more than 5% of any class of our voting securities (or of securities convertible into voting securities), and any members of the immediate family of any of the foregoing persons are not permitted to enter into any transaction with us in which the amount involved exceeds $120,000 and such person would have a direct or indirect material interest without the approval or ratification of an approving body comprised of the independent and disinterested members of our board of directors or of any committee of our board of directors. In approving or rejecting any such transaction, such committee is to consider all relevant facts and circumstances as appropriate, including, without limitation, the relationship of the related person to the Company, the nature and extent of the related person’s interest in the transaction, the material terms of the transaction, the importance and fairness of the transaction both to the Company and to the related person, the business rationale for engaging in the transaction, whether the transaction would likely impair the judgment of a director or executive officer to act in the best interest of the Company, whether the transaction is proposed to be, or was, entered into on terms, taken as a whole, no less favorable to the Company than terms that could have been reached in an arm’s length transaction with a non-related person and whether the value and the terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by the Company with non related persons, if any.
Director Independence
Upon completion of our listing on Nasdaq, a majority of the directors on our board of directors, including Charles D. Brown, Kathleen L. Casey, Benjamin Ginsburg, Kimberly White and Simon Lee, will be independent in accordance with the criteria established by Nasdaq for independent board members.
For additional detail on the independence of the members on each of our committees and their satisfaction of the required qualification standards for membership on those committees, see “Management—Our Board of Directors” in this prospectus, which section is incorporated herein by reference.
SELLING SHAREHOLDERS
The following table shows information as of October 3, 2025 regarding the beneficial ownership of our Common Stock by each of the selling shareholders.
The number of shares and percentages of beneficial ownership prior to this offering set forth below are based on the number of shares of our Common Stock to be issued and outstanding immediately prior to the consummation of this offering. The number of shares and percentages of beneficial ownership after this offering set forth below are based on the number of shares of our Common Stock to be issued and outstanding immediately after the consummation of this offering.
Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Common Stock subject to options, or other rights held by such person that are currently exercisable or will become exercisable within 60 days of October 3, 2025 are considered outstanding for such computations, but these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. The percentage ownership of each individual or entity before this offering is based on the number of shares of Common Stock issued and outstanding as of October 3, 2025, after giving effect to any stock split, reclassification, conversion or other recapitalization. The number of shares and percentages of beneficial ownership after this offering set forth below are based on the number of shares of our Common Stock to be issued and outstanding immediately after the consummation of this offering.
Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table below have sole voting and investment power with respect to their respective beneficially owned Common Stock.
Except as otherwise indicated in the footnotes below, the address of each beneficial owner is c/o Public Policy Holding Company, Inc., 800 North Capitol St. NW, Suite 800, Washington, D.C. 20002.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Shares Beneficially Owned Prior to the Offering | | Number of Shares Being Offered | | Shares Beneficially Owned After the Offering |
| | | | | | | | If Underwriters’ Option to Purchase Additional Shares is Not Exercised | | If Underwriters’ Option to Purchase Additional Shares is Not Exercised Full |
Selling Shareholder | | Shares | | Percentage | | | | Shares | | Percentage | | Shares | | Percentage |
[l] | | | | | % | | | | | | | % | | | | |
[l] | | | | | % | | | | | | | % | | | | |
[l] | | | | | | | | | | | | | | |
__________________
*Indicates beneficial ownership of less than 1%.
DESCRIPTION OF SECURITIES TO BE REGISTERED
Description of Capital Stock
Our certificate of incorporation authorizes the Company to issue 1,100,000,000 shares of capital stock, 1,000,000,000 of which are designated Common Stock, and 100,000,000 of which are designated as shares of preferred stock, par value $0.001 per share (the “Preferred Shares”).
Common Stock
Voting Rights
Each holder of Common Stock is entitled to one vote for each share of Common Stock held by such holder. Our bylaws provide that the holders of at least one third of the voting power of the shares of stock of the Company entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business, unless otherwise required by law. Unless otherwise required by law or our certificate of incorporation, the bylaws provide that the election of directors shall be decided by a plurality of the votes cast by Shareholders present in person or represented by proxy at the meeting entitled to vote in the election. Unless otherwise provided by applicable law, our certificate of incorporation or bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote on such matter that are present in person or represented by proxy at the meeting and are voted for or against the matter.
Issue of Common Stock
We may issue shares of Common Stock from time to time for such consideration as may be fixed by our board of directors in accordance with our certificate of incorporation and the Delaware Corporation Law.
Preferred Shares
Preferred Shares may be issued in one or more series from time to time, with each such series to consist of such number of Preferred Shares and to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by our board of directors and included in a certificate of designation, filed pursuant to the Delaware Corporation Law. The board of directors is expressly vested with the authority, to the fullest extent provided under the Delaware Corporation Law, to adopt any resolutions relating to Preferred Shares. Notwithstanding the foregoing, for so long as the Common Stock is admitted to trading on AIM or listed on the Main Market of the London Stock Exchange, the Company may not issue Preferred Shares unless approved in a general meeting by shareholders at which a quorum is present by 75% of the votes cast on the matter. This vote requirement will no longer apply at such time as the Company no longer has any shares of its capital stock listed or admitted to trading on AIM or listed on the Main Market of the London Stock Exchange. Our board of directors currently has no intention of establishing any class or series of Preferred Shares, but may in the future depending on financing needs.
Dividends
Holders of Common Stock are entitled to receive dividends, when, as and if authorized and declared by our board of directors out of funds legally available for such purposes. Dividends may be paid in cash, in property or in Common Stock or Preferred Shares, unless otherwise provided by applicable law or our certificate of incorporation.
Rights upon liquidation, dissolution or winding-up
In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, the holders of Common Stock shall be entitled to receive all the assets of the Company available for distribution to its shareholders, ratably in proportion to the number of shares of Common Stock held by them, subject to the preferential rights of any Preferred Shares then outstanding.
Meetings of Shareholders
Our bylaws provide for an annual or special meeting of shareholders called in accordance with the bylaws. Our bylaws provide that an annual meeting of the shareholders shall be called for the election of directors and for the transaction of such other business as may properly come before the meeting. The certificate of incorporation provides that a special meeting of the shareholders for any purpose or purposes may be called at any time by our board of directors acting pursuant to a resolution adopted by the board. Our certificate of incorporation provides that shareholders may not act by consent without a meeting, except as provided by a Certificate of Designation relating to a class or series of Preferred Shares.
Our bylaws provide for notice to shareholders to be in writing (mailed to the shareholders or delivered personally) or by electronic transmission in accordance with applicable law and the bylaws. Unless otherwise required by applicable law or our certificate of incorporation, notice of meetings of shareholders shall be given not less than fourteen, nor more than 60, days before the date of the meeting to each shareholder entitled to vote at such meeting. Notice of any meeting need not be given to any shareholders who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the shareholders attend for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any shareholders so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice had been given.
Shareholders of record may vote at any meeting by appointing a proxy in accordance with applicable laws and our bylaws.
Directors
Powers of Directors
Subject to the provisions of our certificate of incorporation, our bylaws and applicable law, the board of directors may exercise all such powers and manage and direct all such acts and things as may be exercised or done by the Company.
Number of Directors
Our certificate of incorporation provides that the number of directors constituting our board of directors will be the then-authorized number of directors fixed from time to time by a resolution adopted by the board of directors.
Classified Board
Our bylaws state that at the annual meeting of our shareholders, directors shall be elected as set forth in our certificate of incorporation, which requires that our board of directors shall be classified, with respect to the term for which they severally hold office, into three classes, designated “Class I,” “Class II” and “Class III,” respectively. Each class shall consist, as nearly as reasonably possible, of one-third of the total number of directors constituting the board. The initial Class I directors served for an initial term expiring at the initial annual meeting of stockholders held on June 1, 2022 (and such Class I Directors were re-elected for a term expiring on the third succeeding annual meeting of stockholders after such initial annual meeting), the initial Class II Directors served for an initial term expiring at the annual meeting of stockholders held on May 18, 2023 (and such Class II Directors were re-elected for a term expiring on the third succeeding annual meeting of stockholders after such meeting), and the initial Class III Directors served for an initial term expiring at the annual meeting of stockholders held on May 9, 2024 (and such Class III Directors were re-elected for a term expiring on the third succeeding annual meeting of stockholders after such meeting). At the annual meeting of stockholders held on May 15, 2025, the Class I Directors were re-elected for a term expiring on the third succeeding annual meeting of stockholders after such meeting. Following the annual meeting of stockholders held on May 18, 2023, our board of directors was increased by two persons, from six directors to eight directors, and, was increased by a resolution of our board on September 29, 2025 to nine directors.
Director terms and removal
Each director shall hold office until such director’s successor is duly elected and qualified, or, if earlier, such director’s death, resignation or removal. Any director may resign at any time upon written notice to the Company or by any electronic transmission permitted in our bylaws. No director may be removed except for cause and only by the affirmative vote of the holders of a majority of the voting power of the then-outstanding capital stock then entitled to vote at an election of directors voting together as a single class. To the fullest extent permitted by law, at least 28 days prior to any meeting of shareholders at which any director be removed from office with cause, written notice of such proposed removal and the alleged grounds thereof shall be sent to the director whose removal will be considered at the meeting. No decrease in the authorized number of directors constituting the board shall shorten the term of any incumbent director.
Vacancies
Any vacancy occurring in the board of directors for any cause, and any newly created directorship resulting from any increase in the authorized number of directors, shall be filled only by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by the shareholders. Any director so elected shall hold office for a term expiring at the annual meeting of shareholders at which the term of office of the class to which the director has been assigned expires and until such director’s successor is elected and qualified, or, if earlier, such director’s death, resignation or removal.
Board Action without a Meeting
Our bylaws provide that, any action required or permitted to be taken at any meeting of our board of directors or of any committee thereof may be taken without a meeting by the consent in writing or by electronic transmission of all the directors or members of the committee as the case may be (such unanimous consents to be filed with the minutes of proceedings of the board of directors).
Meetings of Directors
Our bylaws provide that regular meetings of our board of directors (the “Board”) may be held at any place or time that our board of directors determines. Special meetings of the Board may be called by the president, the chairperson of the Board, or a majority of the Board of Directors then in office. Notice of the time, date and place of such meeting shall be given, orally, in writing or by electronic transmission (including electronic mail), by the person or persons calling the meeting to all directors at least 4 days before the meeting if the notice is mailed, or at least 24 hours before the meeting if such notice is given by telephone, hand delivery, telegram, telex, mailgram, facsimile, electronic mail or other means of electronic transmission. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting. Every act or decision done or made by a majority of the directors at a meeting of the board where a quorum is present is regarded as an act of the board except as otherwise required by our bylaws, applicable law or our certificate of incorporation.
Board Committees
Pursuant to our bylaws and the Delaware Corporation Law, our board of directors may designate one or more committees, each committee to consist of one or more of the directors of the Company.
Disclosure of significant shareholdings
Our certificate of incorporation provides that a person must notify the Company when the person acquires an aggregate nominal value of the Company’s securities which carry voting rights in which such person’s interest is equal to or more than 3% of such securities and of any subsequent relevant change to their holdings (being a 1% incremental increase or decrease while their holdings are above the 3% threshold) so that these disclosures can be properly notified to AIM by the Company. These provisions of our certificate of incorporation will no longer apply at such time as the Company no longer has any shares of its capital stock admitted to trading on the AIM or listed on the London Stock Exchange.
Amendments to Certificate of Incorporation and Bylaws
Our certificate of incorporation may be amended in the manner prescribed by the Delaware Corporation Law provided that other than certain ministerial amendments to the certificate of incorporation that shall not require a vote of shareholders, the affirmative vote of the shareholders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, shall be required. Our certificate of incorporation provides that our board of directors shall have the power to adopt, amend or repeal our bylaws. Any adoption, amendment or repeal of our bylaws by our board of directors shall require the approval of a majority of the board. The shareholders shall also have power to adopt, amend or repeal our bylaws provided that in addition to any vote of the shareholders of the Company required by law or by the certificate of incorporation, the affirmative vote of the shareholders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the bylaws.
Takeovers
Our certificate of incorporation provides that, subject to the Delaware Corporation Law, the terms of any Certificate of Designation, the Securities Act, the Exchange Act (if the Company has a class of equity securities registers under the Exchange Act) and any applicable SEC rules and regulations, if a person (i) acquires shares of capital stock which (taken together with securities held or acquired by persons acting in concert with such person) represent 30% or more of the voting rights attaching to shares of capital stock, or (ii) (together with persons acting in concert with such person) holds not less than 30%, but not more than 50%, of the voting rights attaching to the shares of capital stock and such person, or any person acting in concert with such person, acquires additional securities, which will increase such person’s percentage holding of such voting rights, then any such person (and any persons acting in concert with such person) must make a written cash offer to the holders of all of shares of capital stock to acquire the outstanding shares of capital stock subject to the terms and conditions set forth in our certificate of incorporation. These requirements are subject to certain exceptions set forth in our certificate of incorporation, including (among others) an affirmative waiver by the Board with regard to any specific shareholder. These provisions of the certificate of incorporation will cease to apply at such time as (i) we have a class of shares registered with the SEC pursuant to Sections 12 or 15 of the Exchange Act or (ii) the Company no longer has any shares of its capital stock listed or admitted to trading on the AIM or the London Stock Exchange.
We have elected not to be governed by Section 203 of the Delaware Corporation Law.
Choice of forum for disputes
Our certificate of incorporation provides that, unless otherwise consented to by us, the Court of Chancery of the State of Delaware, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company; (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the shareholders; (c) any action asserting a claim against the Company arising pursuant to any provision of the Delaware Corporation Law, our certificate of incorporation or our bylaws; (d) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or our bylaws; or (e) any action asserting a claim against the Company governed by the internal affairs doctrine. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the US Securities Act, or under Nasdaq or AIM rules.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. As noted above, our certificate of incorporation provides that the federal district courts of the United
States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act. Due to the concurrent jurisdiction for federal and state courts created by Section 22 of the Securities Act over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, there is uncertainty as to whether a court would enforce the exclusive forum provision. Investors also cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
MATERIAL US FEDERAL INCOME TAX CONSIDERATIONS FOR NON-US HOLDERS OF COMMON STOCK
US FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS
The following is a summary of the material US federal income and estate tax consequences of the ownership and disposition of our Common Stock that is being issued pursuant to this offering. This summary is limited to Non-US Holders (as defined below) that hold our Common Stock as a capital asset (generally, property held for investment) for US federal income tax purposes. This summary does not discuss all of the aspects of US federal income and estate taxation that may be relevant to a Non-US Holder in light of the Non-US Holder’s particular investment or other circumstances. In addition, this summary does not address any tax considerations arising under the laws of any US state or local jurisdiction or non-US jurisdiction or under the US federal gift tax laws. Accordingly, all prospective Non-US Holders should consult their own tax advisors with respect to the US federal, state, local and non-US tax consequences of the ownership and disposition of our Common Stock.
This summary is based on provisions of the US Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), applicable US Treasury regulations and administrative and judicial interpretations, all as in effect or in existence on the date of this prospectus. Subsequent developments in US federal income or estate tax law, including changes in law or differing interpretations, which may be applied retroactively, could alter the US federal income and estate tax consequences of owning and disposing of our Common Stock as described in this summary. There can be no assurance that the Internal Revenue Service (the “IRS”) will not take a contrary position with respect to one or more of the tax consequences described herein and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the US federal income or estate tax consequences of the ownership or disposition of our Common Stock.
As used in this summary, the term “Non-US Holder” means a beneficial owner of our Common Stock that is not, for US federal income tax purposes:
•an individual who is a citizen or resident of the United States;
•a corporation (or other entity treated as a corporation) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;
•an entity or arrangement treated as a partnership;
•an estate whose income is includible in gross income for US federal income tax purposes regardless of its source; or
•a trust, if (1) a US court is able to exercise primary supervision over the trust’s administration and one or more “United States persons” (within the meaning of the Code) has the authority to control all of the trust’s substantial decisions, or (2) the trust has a valid election in effect under applicable US Treasury regulations to be treated as a United States person.
If an entity or arrangement treated as a partnership for US federal income tax purposes holds our Common Stock, the tax treatment of a partner in such a partnership generally will depend upon the status of the partner and the activities of the partnership. Partnerships, and partners in partnerships, that hold our Common Stock should consult their own tax advisors as to the particular US federal income and estate tax consequences of owning and disposing of our Common Stock that are applicable to them.
This summary does not consider any specific facts or circumstances that may apply to a Non-US Holder and does not address any special tax rules that may apply to particular Non-US Holders, such as:
•financial institutions, insurance companies, tax-exempt organizations, pension plans, brokers, dealers or traders in stocks, securities or currencies, certain former citizens or long-term residents of the United States, controlled foreign corporations or passive foreign investment companies;
•a Non-US Holder holding our Common Stock as part of a conversion, constructive sale, wash sale or other integrated transaction or a hedge, straddle or synthetic security;
•a Non-US Holder that holds or receives our Common Stock pursuant to the exercise of any employee stock option or otherwise as compensation; or
•a Non-US Holder that at any time owns, directly, indirectly or constructively, 5% or more of our outstanding capital stock.
Each Non-US Holder should consult its own tax advisor regarding the US federal, state, local and non-US income and other tax consequences of owning and disposing of our Common Stock.
Distributions on Our Common Stock
Distributions on our Common Stock generally will constitute dividends for US federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under US federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a nontaxable return of capital to the extent of the Non-US Holder’s adjusted tax basis in its Common Stock and will reduce (but not below zero) such Non-US Holder’s adjusted tax basis in its Common Stock. Any remaining excess will be treated as gain from a disposition of our Common Stock subject to the tax treatment described below in “Dispositions of Our Common Stock”.
Distributions on our Common Stock that are treated as dividends, and that are not effectively connected with a Non-US Holder’s conduct of a trade or business in the United States, generally will be subject to withholding of US federal income tax at a rate of 30%. A Non-US Holder may be eligible for a lower rate under an applicable income tax treaty between the United States and its jurisdiction of tax residence. In order to claim the benefit of an applicable income tax treaty, a Non-US Holder will be required to provide to the applicable withholding agent a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) in accordance with the applicable certification and disclosure requirements. Special rules apply to partnerships and other pass-through entities and these certification and disclosure requirements also may apply to beneficial owners of partnerships and other pass-through entities that hold our Common Stock.
Distributions on our Common Stock that are treated as dividends, and that are effectively connected with a Non-US Holder’s conduct of a trade or business in the United States will be taxed on a net income basis at the regular graduated rates and in the manner applicable to United States persons (unless the Non-US Holder is eligible for and properly claims the benefit of an applicable income tax treaty and the dividends are not attributable to a permanent establishment or fixed base maintained by the Non-US Holder in the United States, in which case the Non-US Holder may be eligible for a lower rate under the applicable income tax treaty). Dividends that are effectively connected with a Non-US Holder’s conduct of a trade or business in the United States, will not be subject to the withholding of US federal income tax discussed above if the Non-US Holder provides to the applicable withholding agent a properly executed IRS Form W-8ECI (or other applicable form) in accordance with the applicable certification and disclosure requirements. A Non-US Holder that is treated as a corporation for US federal income tax purposes may also be subject to a “branch profits” tax at a 30% rate (or a lower rate if the Non-US Holder is eligible for a lower rate under an applicable income tax treaty) on the Non-US Holder’s earnings and profits (attributable to dividends on our Common Stock or otherwise) that are effectively connected with the Non-US Holder’s conduct of a trade or business within the United States, subject to certain adjustments.
The certifications described above must be provided to the applicable withholding agent prior to the payment of dividends and must be updated periodically. A Non-US Holder may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS. Non-US Holders should consult their own tax advisors regarding their eligibility for benefits under a relevant income tax treaty and the manner of claiming such benefits.
The foregoing discussion is subject to the discussions below under “Backup Withholding and Information Reporting” and “FATCA Withholding”.
Dispositions of Our Common Stock
A Non-US Holder generally will not be subject to US federal income tax (including withholding thereof) on any gain recognized on any sales or other dispositions of our Common Stock unless:
•the gain is effectively connected with the Non-US Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the Non-US Holder in the United States); in this case, the gain will be subject to US federal income tax on a net income basis at the regular graduated rates and in the manner applicable to United States persons (unless an applicable income tax treaty provides otherwise) and, if the Non-US Holder is treated as a corporation for US federal income tax purposes, the “branch profits tax” described above may also apply;
•the Non-US Holder is an individual who is present in the United States for more than 182 days in the taxable year of the disposition (but is not treated as a resident of the United States under specific rules) and meets certain other requirements; in this case, except as otherwise provided by an applicable income tax treaty, the gain, which may be offset by certain US source capital losses, generally will be subject to a flat 30% US federal income tax, even though the Non-US Holder is not considered a resident of the United States under the Code; or
•we are or have been a “United States real property holding corporation” for US federal income tax purposes at any time during the shorter of (i) the five-year period ending on the date of disposition and (ii) the period that the Non-US Holder held our Common Stock.
Generally, a corporation is a “United States real property holding corporation” if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. We believe that we are not currently, and we do not anticipate becoming in the future, a United States real property holding corporation. However, because the determination of whether we are a United States real property holding corporation is made from time to time and depends on the relative fair market values of our assets, there can be no assurance in this regard. If we were a United States real property holding corporation, the tax relating to disposition of stock in a United States real property holding corporation generally will not apply to a Non-US Holder whose holdings, direct, indirect and constructive, constituted 5% or less of our Common Stock at all times during the applicable period, provided that our Common Stock is “regularly traded on an established securities market” (as provided in applicable US Treasury regulations). However, no assurance can be provided that our Common Stock will be regularly traded on an established securities market for purposes of the rules described above. Non-US Holders should consult their own tax advisors regarding the possible adverse US federal income tax consequences to them if we are, or were to become, a United States real property holding corporation.
The foregoing discussion is subject to the discussions below under “Backup Withholding and Information Reporting” and “FATCA Withholding”.
Federal Estate Tax
Our Common Stock that is owned (or treated as owned) by an individual who is not a US citizen or resident of the United States (as specially defined for US federal estate tax purposes) at the time of death will be included in the individual’s gross estate for US federal estate tax purposes, unless an applicable estate tax or other treaty provides otherwise and, therefore, may be subject to US federal estate tax.
Backup Withholding and Information Reporting
Backup withholding (currently at a rate of 24%) will not apply to payments of dividends on our Common Stock to a Non-US Holder if the Non-US Holder provides to the applicable withholding agent a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying under penalties of perjury that the Non-US Holder is not a United States person, or otherwise qualifies for an exemption. However, the applicable withholding agent generally will be required to report to the IRS and to such Non-US Holder payments of distributions on our
Common Stock (regardless of whether such distributions constituted dividends) and the amount of US federal income tax, if any, withheld with respect to those payments. Copies of the information returns reporting such dividends and any withholding may also be made available to the tax authorities in the country in which the Non-US Holder resides under the provisions of a treaty or agreement.
The gross proceeds from sales or other dispositions of our Common Stock may be subject to backup withholding and information reporting, unless the Non-US Holder provides to the broker a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying under penalties of perjury that the Non-US Holder is not a United States person, or the Non-US Holder otherwise qualifies for an exemption.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against the Non-US Holder’s US federal income tax liability (which may result in the Non-US Holder being entitled to a refund), provided that the required information is timely furnished to the IRS.
FATCA Withholding
The Foreign Account Tax Compliance Act and related Treasury guidance (commonly referred to as “FATCA”) impose US federal withholding tax at a rate of 30% on payments to certain foreign entities of (i) US-source dividends (including dividends paid on our Common Stock) and (ii) the gross proceeds from the sale or other disposition of property that produces US-source dividends (including sales or other dispositions of our Common Stock). Under proposed Treasury regulations that may be relied upon pending finalization, the withholding tax on gross proceeds would be eliminated and, consequently, FATCA withholding on gross proceeds is not currently expected to apply. This withholding tax applies to a foreign entity, whether acting as a beneficial owner or an intermediary, unless such foreign entity complies with (i) certain information reporting requirements regarding its US account holders and its US owners and (ii) certain withholding obligations regarding certain payments to its account holders and certain other persons. Accordingly, the entity through which a Non-US Holder holds its Common Stock will affect the determination of whether such withholding is required. Non-US Holders are encouraged to consult their tax advisors regarding FATCA.
PLAN OF DISTRIBUTION
General
We and Oppenheimer & Co. Inc. and Canaccord Genuity LLC (the “Representatives”), as representatives of a syndicate of underwriters named therein (together with the Representatives, the “Underwriters”), have entered into an underwriting agreement (the “Underwriting Agreement”) with respect to the shares being offered for sale in this offering (the “Offered Shares”).
Subject to the terms and conditions of the Underwriting Agreement, we and the selling shareholders have agreed to sell to the Underwriters, and each Underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of Common Stock listed next to its name in the following table:
| | | | | | | | |
| Name | | Number of Shares |
Oppenheimer & Co. Inc. | | |
Canaccord Genuity LLC | | |
TCBI Securities, Inc., doing business as Texas Capital Securities | | |
Total | | |
The Underwriters are committed to purchase all the shares of Common Stock offered by us and the selling shareholders if they purchase any shares. The Underwriting Agreement also provides that if an Underwriter defaults, the purchase commitments of non-defaulting Underwriters may also be increased or the offering may be terminated.
The Underwriters propose to offer the shares of Common Stock directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $ per share. Any such dealers may resell the shares of Common Stock to certain other brokers or dealers at a discount of up to $ per share from the initial public offering price.
The terms of the Offering, including the Offering Price, were determined by arm’s length negotiation between us, the selling shareholders, and the Underwriters, with reference to the prevailing market price of the Common Stock on AIM and prevailing market conditions. Subscriptions for Offered Shares will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice.
Indemnification
We and the selling shareholders have also agreed to indemnify the Underwriters against certain liabilities, including under the Securities Act, the Exchange Act or other federal or state law, at common law or otherwise, and to contribute to payments that the Underwriters may be required to make in respect of those liabilities.
Option to Purchase Additional Shares of Common Stock
In addition, we have granted the Underwriters the Over-Allotment Option, which is exercisable in whole or in part for a period of 30 days from the date of this prospectus and pursuant to which the Underwriters may purchase Additional Shares, being up to an additional 15% the Offering, on the same terms as set forth above to cover over-allotments, if any, and for market stabilization purposes. This prospectus qualifies the grant of the Over-Allotment Option and the issuance of Additional Shares on the exercise of the Over-Allotment Option. A purchaser who acquires Additional Shares forming part of the Underwriters’ over-allocation position acquires those Additional Shares under this prospectus.
Commission
In consideration for the services provided by the Underwriters, we have agreed to pay to the Underwriters’ Fee equal to 6.0% of the gross proceeds realized on the proceeds of the Offering (including on any exercise of the Over-Allotment Option).
The following table shows the per share and total underwriting discounts and commissions to be paid to by us and the selling shareholders assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares of Common Stock.
| | | | | | | | | | | | | | | | | |
| | | Total |
| Per Share | | Without option to purchase additional shares | | With full option to purchase additional shares |
| Paid by Us | $ | | $ | | $ |
Paid by the Selling Shareholders | $ | | $ | | $ |
We have agreed to reimburse the Underwriters for reasonable fees and expenses and out-of-pocket expenses incurred in connection with the Offering, and, subject to a maximum aggregate amount of $325,000, for the fees and disbursements of the Underwriters’ legal counsel. In addition, the we may (in our sole discretion) award up to an additional 0.5% of the gross proceeds of this Offering to one or more of the bookrunners for this Offering as incentive compensation. Underwriters will not receive any other fee or commission from the us in connection with the completion of the Offering.
Price Stabilization, Short Positions and Penalty Bids
Until the distribution of the Common Stock is completed, SEC rules may limit Underwriters and selling group members from bidding for and purchasing our Common Stock. However, the Underwriters may engage in transactions that stabilize the price of the Common Stock, such as bids or purchases to peg, fix or maintain that price. The Underwriters are not, however, required to engage in these activities.
In connection with the Offering, the Underwriters may purchase and sell our Common Stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the Underwriters of a greater number of shares of Common Stock than they are required to purchase in the Offering. “Covered” short sales are sales made in an amount not greater than the Underwriters’ option to purchase additional shares of Common Stock described above. The Underwriters may close out any covered short position by either exercising their option to purchase additional shares of Common Stock or purchasing Common Stock in the open market. In determining the source of Common Stock to close out the covered short position, the Underwriters will consider, among other things, the price of Common Stock available for purchase in the open market as compared to the price at which they may purchase shares of Common Stock through the option granted to them. “Naked” short sales are sales in excess of such option. The Underwriters must close out any naked short position by purchasing Common Stock in the open market. A naked short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of our Common Stock in the open market after pricing that could adversely affect investors who purchase in the Offering. Any naked short position would form part of the Underwriters’ over-allocation position. Stabilizing transactions consist of various bids for or purchases of Common Stock made by the Underwriters in the open market prior to the completion of the Offering.
The Underwriters may also impose a penalty bid. This occurs when a particular Underwriter repays to the Underwriters a portion of the underwriting discount received by it because the Representatives have repurchased Common Stock sold by or for the account of such Underwriter in stabilizing or short covering transactions.
Similar to other purchase transactions, the Underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our Common Stock or preventing or retarding a decline in the market price of our Common Stock. As a result, the price of our Common Stock may be higher than the price that
might otherwise exist in the open market. Subject to applicable rules, the Underwriters may conduct these transactions on the Nasdaq [or AIM], in the over-the-counter market or otherwise.
Neither we nor any of the Underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our Common Stock. In addition, neither we nor any of the Underwriters make any representation that the Representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.
Electronic Distribution
This prospectus may be made available in electronic format on websites or through other online services maintained by the Underwriters or by its affiliates (in accordance with Rule 172 under the US Securities Act). In those cases, prospective investors may view offering terms online and prospective investors may be allowed to place orders online. Other than this prospectus in electronic format, the information on the Underwriters’ websites or our website and any information contained in any other websites maintained by the Underwriters or by us is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the Underwriters in their capacity as the Underwriters, and should not be relied upon by investors.
Listing
Our Common Stock is currently listed and posted for trading on AIM under the symbol “PPHC”. We have applied to list our Common Stock (including the Common Stock being distributed hereunder) on the Nasdaq Global Market under the symbol “PPHC”. Listing on the Nasdaq Global Market will be subject to our fulfillment of all of the listing requirements of the Nasdaq Global Market.
An active trading market for our Common Stock in the United States may not develop. It is also possible that after the Offering the Common Stock will not trade in the public market at or above the public offering price.
No Sales of Similar Securities
The Company has agreed for a period of 180 days from the date of this prospectus that the Company will not, without the prior written consent of the Underwriters, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the US Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, subject to certain limited exceptions. The Company has agreed to cause each of the directors and officers of the Company, the selling shareholders, and certain of our stockholders to enter into lock-up agreements, in form and content acceptable to the Underwriters and their counsel, acting reasonably, in favor of the Underwriters, evidencing their agreement not to directly or indirectly sell or agree to sell (or announce any intention to do so), any Common Stock or securities exchangeable or convertible into Common Stock for a period of 180 days from the date of this prospectus without the Underwriters’ prior written consent, subject to certain limited exceptions.
Other Relationships
In addition, in the ordinary course of their business activities, the Underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The Underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Settlement
It is expected that the Company will arrange for the instant deposit of the Offered Shares by the Underwriters under the book-based system of registration, to be registered to DTC or its nominee and deposited with DTC on Closing, or as otherwise may be agreed to among the Company and the Underwriters. No certificates evidencing the Offered Shares will be issued to purchasers of the Offered Shares. Purchasers of the Offered Shares will receive only a customer confirmation from the Underwriter or other registered dealer from or through whom a beneficial interest in the Offered Shares is purchased. It is also expected that delivery of the Offered Shares will be made against payment therefor on or about the date of Closing, which will not be one business day following the date of the final prospectus (this settlement cycle being referred to as “T+1”).
Selling Restrictions Outside of the United States
This prospectus forms part of a registration statement on Form S-1 filed with the SEC to register the Common Stock offered hereby under the Securities Act. No action has been taken by the Company that would permit a public offering of the Offered Shares in any jurisdiction outside the United States where action for that purpose is required. The Offered Shares may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such Offered Shares be distributed or published, in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the Offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Offered Shares in any jurisdiction in which such an offer or a solicitation is unlawful.
Disclaimers About Non-US Jurisdictions
Canada
The Common Stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Common Stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding Underwriter conflicts of interest in connection with this Offering.
European Economic Area
In relation to each Member State of the European Economic Area (each, a “Member State”), no offer of shares may be made to the public in that Member State other than:
(a)to any legal entity which is a qualified investor as defined in the Prospectus Regulation (as defined below);
(b)to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the representatives; or
(c)in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided, that no such offer of shares of Common Stock shall require us or any of our representatives to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of
the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the representatives and us that it is a “qualified investor” as defined in the Prospectus Regulation.
In the case of any shares of Common Stock being offered to a financial intermediary as that term is used in Article 5 of the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares of Common Stock to the public other than their offer or resale in a Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.
For the purposes of this provision, the expression an “offer of shares of Common Stock to the public” in relation to any shares of Common Stock in any Member State means the communication in any form and by means of sufficient information on the terms of the offer and the shares of Common Stock to be offered so as to enable an investor to decide to purchase shares of Common Stock, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended).
United Kingdom
No shares of Common Stock have been offered or will be offered pursuant to the Offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the shares of Common Stock which has been approved by the Financial Conduct Authority, except that the shares of Common Stock may be offered to the public in the United Kingdom at any time:
(a)to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation (as defined below);
(b)to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of any underwriter for any such offer; or
(c)in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 (“FSMA”);
provided that no such offer of the shares of Common Stock shall require any underwriter to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.
For the purposes of this provision, the expression an “offer to the public” in relation to the shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and each person who initially acquires any shares of Common Stock or to whom any offer is made will be deemed to have represented, warranted and agreed to and with each of the international placement agents and the Company that it is a qualified investor within the meaning of Article 2(e) of the UK Prospectus Regulation.
Each person in the UK who receives any communication in respect of, or who acquires any of our shares of Common Stock under, the offers to the public contemplated in this prospectus, or to whom our shares of Common Stock are otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed to and with each international placement agent, the Company and the Underwriters that it and any person on whose behalf it acquires our shares of Common Stock is: (i) a qualified investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and (ii) in the case of any of our shares of Common Stock by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, (A) our shares of Common Stock acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the UK other than qualified investors, as that term is defined in the UK Prospectus
Regulation, or in circumstances in which the prior consent of the international placement agents has been given to the offer or resale; or (B) where our shares of Common Stock have been acquired by it on behalf of persons in the UK other than qualified investors, the offer of those shares of Common Stock fall within one of the exemptions listed in points (b) and (d) to Article 1(4) of the UK Prospectus Regulation.
In this section, the expression an “offer” of shares of Common Stock to the public in relation to any shares of Common Stock means the communication in any form and by any means of sufficient information on the terms of the offer and the shares of Common Stock to be offered so as to enable an investor to decide to purchase or subscribe for the shares of Common Stock.
This prospectus is only for distribution to and directed at: (i) in the United Kingdom, persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) and high net worth entities falling within Article 49(2)(a) to (d) of the Order; (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order; (iii) persons who are outside the United Kingdom; and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). The shares of Common Stock will only be available to, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such shares will be engaged only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this prospectus or any of its contents.
Switzerland
We have not and will not register with the Swiss Financial Market Supervisory Authority (“FINMA”) as a foreign collective investment scheme pursuant to Article 119 of the Federal Act on Collective Investment Scheme of 23 June 2006, as amended (“CISA”) and accordingly the shares of Common Stock being offered pursuant to this prospectus have not and will not be approved, and may not be licensable, with FINMA. Therefore, the shares of Common Stock have not been authorized for distribution by FINMA as a foreign collective investment scheme pursuant to Article 119 CISA and the shares of Common Stock offered hereby may not be offered to the public (as this term is defined in Article 3 CISA) in or from Switzerland. The shares of Common Stock may solely be offered to “qualified investors”, as this term is defined in Article 10 CISA, and in the circumstances set out in Article 3 of the Ordinance on Collective Investment Scheme of 22 November 2006, as amended, or the “CISO”, such that there is no public offer. Investors, however, do not benefit from protection under CISA or CISO or supervision by FINMA. This prospectus and any other materials relating to the shares of Common Stock are strictly personal and confidential to each offeree and do not constitute an offer to any other person. This prospectus may only be used by those qualified investors to whom it has been handed out in connection with the offer described herein and may neither directly or indirectly be distributed or made available to any person or entity other than its recipients. It may not be used in connection with any other offer and will in particular not be copied or distributed to the public in Switzerland or from Switzerland. This prospectus does not constitute an issue prospectus as that term is understood pursuant to Article 652a or 1156 of the Swiss Federal Code of Obligations. We have not applied for a listing of the shares of Common Stock on the SIX Swiss Exchange or any other regulated securities market in Switzerland, and consequently, the information presented in this prospectus does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange.
Neither this prospectus nor any other offering or marketing material relating to the Offering, the Company, or the shares of Common Stock have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and the offer of shares of Common Stock will not be supervised by, FINMA, and the offer of shares of Common Stock has not been and will not be authorized under CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares of Common Stock.
Hong Kong
The shares of Common Stock have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares of Common Stock has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares of Common Stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.
Israel
In the State of Israel this prospectus shall not be regarded as an offer to the public to purchase shares of Common Stock under the Israeli Securities Law, 5728—1968, which requires a prospectus to be published and authorized by the Israel Securities Authority, if it complies with certain provisions of Section 15 of the Israeli Securities Law, 5728–1968, including, inter alia, if: (i) the offer is made, distributed or directed to not more than 35 investors, subject to certain conditions (the “Addressed Investors”), or (ii) the offer is made, distributed or directed to certain qualified investors defined in the First Addendum of the Israeli Securities Law, 5728—1968, subject to certain conditions (the “Qualified Investors”). The Qualified Investors shall not be taken into account in the count of the Addressed Investors and may be offered to purchase securities in addition to the 35 Addressed Investors. We have not and will not take any action that would require it to publish a prospectus in accordance with and subject to the Israeli Securities Law, 5728—1968. We have not and will not distribute this prospectus or make, distribute or direct an offer to subscribe for our Common Stock to any person within the State of Israel, other than to Qualified Investors and up to 35 Addressed Investors.
Qualified Investors may have to submit written evidence that they meet the definitions set out in of the First Addendum to the Israeli Securities Law, 5728—1968. In particular, we may request, as a condition to be offered Common Stock, that Qualified Investors will each represent, warrant and certify to us and/or to anyone acting on our behalf: (i) that it is an investor falling within one of the categories listed in the First Addendum to the Israeli Securities Law, 5728—1968; (ii) which of the categories listed in the First Addendum to the Israeli Securities Law, 5728—1968 regarding Qualified Investors is applicable to it; (iii) that it will abide by all provisions set forth in the Israeli Securities Law, 5728—1968 and the regulations promulgated thereunder in connection with the offer to be issued Common Stock; (iv) that the shares of Common Stock that it will be issued are, subject to exemptions available under the Israeli Securities Law, 5728—1968: (a) for its own account; (b) for investment purposes only; and (c) not issued with a view to resale within the State of Israel, other than in accordance with the provisions of the Israeli Securities Law, 5728—1968; and (v) that it is willing to provide further evidence of its Qualified Investor status. Addressed Investors may have to submit written evidence in respect of their identity and may have to sign and submit a declaration containing, inter alia, the Addressed Investor’s name, address and passport number or Israeli identification number.
Australia
No placement document, prospectus, product disclosure statement, or other disclosure document has been lodged with the Australian Securities and Investments Commission in relation to this Offering. This prospectus does not constitute a prospectus, product disclosure statement, or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement, or other disclosure document under the Corporations Act.
Any offer in Australia of the shares may only be made to persons, or the Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act), or otherwise pursuant to one or more
exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.
The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the Offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.
This prospectus contains general information only and does not take account of the investment objectives, financial situation, or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.]
LEGAL MATTERS
The validity of the Common Stock and certain other legal matters will be passed upon for us by Fried, Frank, Harris, Shriver & Jacobson (London) LLP. Certain legal matters in connection with this offering will be passed upon for the underwriters by DLA Piper LLP (US).
EXPERTS
The consolidated financial statements of Public Policy Holding Company, Inc. and subsidiaries as of , and for the year ended December 31, 2024, appearing in this prospectus and registration statement have been audited by Forvis Mazars, LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Public Policy Holding Company, Inc. and subsidiaries at December 31, 2023 and for the year then ended, appearing in this prospectus and registration statement have been audited by MN Blum, LLC, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of Common Stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed with the registration statement. For further information about us and the Common Stock offered hereby, we refer you to the registration statement and the exhibits filed with the registration statement. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. The SEC maintains an Internet Website that contains reports, proxy statements and other information about registrants, like us, that file electronically with the SEC. The address of that website is www.sec.gov.
Upon the closing of this offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Exchange Act. These reports, proxy statements, and other information will be available on the website of the SEC referred to above.
We also maintain a website at https://pphcompany.com, through which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
| | | | | |
Condensed Consolidated Financial Statements of the Company as of and for the three and six months ended June 30, 2025 and 2024 |
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| Consolidated Financial Statements of the Company as of and for the years ended December 31, 2024 and 2023 |
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PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | | | | |
| | June 30, 2025 | | December 31, 2024 |
| | (Unaudited) | | |
ASSETS: | | | | |
| Current assets: | | | | |
Cash and cash equivalents | | $ | 9,792,017 | | | $ | 14,535,943 | |
Contract receivables, net | | 26,068,738 | | | 18,284,530 | |
| Notes receivable - related parties, current portion | | 350,000 | | | 863,000 | |
| Income taxes receivable | | 127,681 | | | 3,185,120 | |
| Prepaid post-combination compensation, current portion | | 6,888,651 | | | 6,070,073 | |
| Prepaid expenses and other current assets | | 4,385,452 | | | 2,726,320 | |
| Total current assets | | 47,612,539 | | | 45,664,986 | |
Property and equipment at cost, less accumulated depreciation | | 782,577 | | | 750,620 | |
| Notes receivable - related parties, long term | | 1,050,000 | | | 1,050,000 | |
| Operating lease right of use asset | | 18,247,804 | | | 18,428,307 | |
| Goodwill | | 65,977,535 | | | 64,308,106 | |
Other intangible assets, net of accumulated amortization | | 42,112,642 | | | 32,143,666 | |
| Deferred income tax asset | | 21,681,000 | | | 11,037,500 | |
| Prepaid post-combination compensation, long term | | 6,157,040 | | | 888,184 | |
| Other long-term assets | | 269,891 | | | 189,085 | |
TOTAL ASSETS | | $ | 203,891,028 | | | $ | 174,460,454 | |
LIABILITIES AND EQUITY: | | | | |
| Current liabilities: | | | | |
| Accounts payable and accrued expenses | | 19,213,017 | | | 20,044,302 | |
| Amounts owed to related parties | | 1,896,105 | | | 556,396 | |
| Deferred revenue | | 6,491,002 | | | 3,149,957 | |
| Operating lease liability, current portion | | 5,393,306 | | | 4,826,715 | |
| Contingent consideration, current portion | | 6,044,073 | | | 2,092,597 | |
| Other liability, current portion | | 300,629 | | | 1,134,675 | |
| Notes payable, current portion, net | | 8,097,588 | | | 6,031,204 | |
| Total current liabilities | | 47,435,720 | | | 37,835,846 | |
| Notes payable, long term, net | | 43,920,789 | | | 26,014,133 | |
| Contingent consideration, long term | | 9,382,090 | | | 8,803,464 | |
| Other liability, long term | | 6,307,489 | | | 3,744,925 | |
| Operating lease liability, long term | | 15,797,147 | | | 16,807,668 | |
| Total liabilities | | $ | 122,843,235 | | | $ | 93,206,036 | |
| Stockholders' equity: | | | | |
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 24,906,405 and 24,017,597 shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively | | 23,255 | | | 22,800 | |
| Additional paid-in capital | | 217,152,881 | | | 197,488,684 | |
| Accumulated deficit | | (137,834,142) | | | (115,721,104) | |
Accumulated other comprehensive income (loss) | | 1,705,799 | | | (535,962) | |
| Total stockholders’ equity | | 81,047,793 | | | 81,254,418 | |
TOTAL LIABILITIES AND EQUITY | | $ | 203,891,028 | | | $ | 174,460,454 | |
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2025 | | 2024 (Revised) | | 2025 | | 2024
(Revised) |
| Revenue | $ | 48,587,905 | | | $ | 36,502,472 | | | $ | 87,898,753 | | | $ | 71,133,895 | |
| Operating expenses: | | | | | | | |
| Salaries and other personnel costs | 38,783,934 | | | 29,413,020 | | | 72,665,263 | | | 58,948,499 | |
| Office and other direct costs | 1,812,276 | | | 1,396,205 | | | 3,285,740 | | | 2,734,095 | |
| Cost of services | 40,596,210 | | | 30,809,225 | | | 75,951,003 | | | 61,682,594 | |
| Salaries, general and administrative | 9,536,891 | | | 6,430,994 | | | 17,025,021 | | | 12,611,080 | |
| Mergers and acquisitions expense | 81,587 | | | 1,400,870 | | | 276,349 | | | 1,557,461 | |
| Depreciation and amortization expense | 1,576,974 | | | 990,780 | | | 2,767,898 | | | 1,857,645 | |
| Change in fair value of contingent consideration | 1,693,029 | | | 1,635,577 | | | 2,676,344 | | | 2,263,577 | |
| Total operating expenses | 53,484,691 | | | 41,267,446 | | | 98,696,615 | | | 79,972,357 | |
| Loss from operations | (4,896,786) | | | (4,764,974) | | | (10,797,862) | | | (8,838,462) | |
| Gain on bargain purchase | - | | | 2,355,927 | | | — | | | 2,463,927 | |
| Interest income | 29,156 | | | 97,901 | | | 61,927 | | | 97,901 | |
| Interest expense | (864,925) | | | (368,971) | | | (1,499,761) | | | (597,900) | |
Other expense | (22,275) | | | - | | | (22,275) | | | — | |
| Net loss before income taxes | (5,754,830) | | | (2,680,117) | | | (12,257,971) | | | (6,874,534) | |
Income tax benefit (expense) | 24,351 | | | (2,485,798) | | | (4,088,000) | | | (3,706,956) | |
| Net loss | $ | (5,730,479) | | | $ | (5,165,915) | | | $ | (16,345,971) | | | $ | (10,581,490) | |
| | | | | | | |
| Net loss per share attributable to common stockholders, basic and diluted | $ | (0.44) | | | $ | (0.78) | | | $ | (1.06) | | | $ | (1.21) | |
| Basic and diluted | 17,183,129 | | 13,006,632 | | 17,044,164 | | | 12,860,164 | |
| | | | | | | |
Net loss | $ | (5,730,479) | | | $ | (5,165,915) | | | $ | (16,345,971) | | | $ | (10,581,490) | |
Foreign currency translation gain (loss) | 1,520,263 | | | (261,976) | | | 2,241,761 | | | (261,976) | |
| Total comprehensive loss | $ | (4,210,216) | | | $ | (5,427,891) | | | $ | (14,104,210) | | | $ | (10,843,466) | |
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Income (Loss) | | Total Stockholders’ Equity |
| Shares | | Amount | | | | |
Balance as of December 31, 2024 | 24,017,597 | | | $ | 22,800 | | | $ | 197,488,684 | | | $ | (115,721,104) | | | $ | (535,962) | | | $ | 81,254,418 | |
| Long term incentive program charges | — | | | — | | | 2,327,000 | | | — | | | — | | | 2,327,000 | |
Forfeiture of unvested restricted stock | (2,630) | | | — | | | — | | | — | | | — | | | — | |
| Dividends | — | | | — | | | — | | | (5,765,152) | | | — | | | (5,765,152) | |
| Issuance of unvested legally outstanding shares | 719,547 | | | — | | | — | | | — | | | — | | | — | |
| Vesting of stock issued from Multistate acquisition | — | | | 132 | | | 526 | | | (658) | | | — | | | — | |
| Vesting of stock issued from Doherty acquisition | — | | | 3 | | | 13 | | | (16) | | | — | | | — | |
| Vesting of stock issued to consultant | — | | | 14 | | | 54 | | | (68) | | | — | | | — | |
| Vesting of restricted stock awards | — | | | 134 | | | 537 | | | (671) | | | — | | | — | |
| Vesting of restricted stock units | 100,333 | | | 100 | | | 402 | | | (502) | | | — | | | — | |
| Repayment of note receivable by Alpine Group | (63,356) | | | (63) | | | (531,937) | | | — | | | — | | | (532,000) | |
| Issuance of common stock for acquisition | 134,915 | | | 135 | | | 1,189,877 | | | — | | | — | | | 1,190,012 | |
| Post-combination compensation charge-shares | — | | | — | | | 1,497,825 | | | — | | | — | | | 1,497,825 | |
| Issuance of common stock for settlement of other liability | — | | | — | | | 342,000 | | | — | | | — | | | 342,000 | |
| Share-based accounting charge | — | | | — | | | 14,837,900 | | | — | | | — | | | 14,837,900 | |
| Foreign currency translation gain | — | | | — | | | — | | | — | | | 2,241,761 | | | 2,241,761 | |
| Net loss | — | | | — | | | — | | | (16,345,971) | | | — | | | (16,345,971) | |
Balance at June 30, 2025 | 24,906,406 | | | $ | 23,255 | | | $ | 217,152,881 | | | $ | (137,834,142) | | | $ | 1,705,799 | | | $ | 81,047,793 | |
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Accumulated Deficit | | Accumulated Other Comprehensive (Loss) | | Total Stockholders’ Equity |
| Shares | | Amount | | | | |
| Balance as of December 31, 2023 | 23,054,393 | | | $ | 21,908 | | | $ | 156,971,778 | | | $ | (74,925,077) | | | $ | — | | | $ | 82,068,609 | |
| Long term incentive program charges | — | | | — | | | 1,287,000 | | | — | | | — | | | 1,287,000 | |
| Dividends | — | | | — | | | — | | | (11,202,010) | | | — | | | (11,202,010) | |
| Issuance of unvested legally outstanding shares | 533,720 | | | — | | | — | | | — | | | — | | | — | |
| Vesting of stock issued from Multistate acquisition | — | | | 132 | | | 526 | | | (658) | | | — | | | — | |
| Vesting of stock issued from KP Public Affairs acquisition | — | | | 49 | | | 197 | | | (246) | | | — | | | — | |
| Vesting of stock issued from Engage acquisition | — | | | 33 | | | 130 | | | (163) | | | — | | | — | |
| Vesting of stock issued to consultant | — | | | 13 | | | 50 | | | (63) | | | — | | | — | |
Vesting of restricted stock units | 98,336 | | | 98 | | | 394 | | | (492) | | | — | | | — | |
| Common stock issued to Multistate as settlement of contingent consideration | 88,287 | | | 88 | | | 690,912 | | | — | | | — | | | 691,000 | |
| Issuance of common stock for acquisition | 179,528 | | | 180 | | | 1,443,140 | | | — | | | — | | | 1,443,320 | |
| Post-combination compensation charge-shares | — | | | — | | | 1,601,689 | | | — | | | — | | | 1,601,689 | |
| Share-based accounting charge | — | | | — | | | 15,194,000 | | | — | | | — | | | 15,194,000 | |
| Foreign currency translation gain | — | | | — | | | — | | | — | | | (261,976) | | | (261,976) | |
| Net loss | — | | | — | | | — | | | (10,581,490) | | | — | | | (10,581,490) | |
Balance at June 30, 2024 | 23,954,264 | | | $ | 22,501 | | | $ | 177,189,816 | | | $ | (96,710,199) | | | $ | (261,976) | | | $ | 80,240,142 | |
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
CONDENSED Consolidated Statements of Cash Flows
(Unaudited)
| | | | | | | | | | | |
| For the six months ended June 30, |
| 2025 | | 2024
(Revised) |
Cash Flows from Operating Activities: | | | |
| Net loss | $ | (16,345,971) | | | $ | (10,581,490) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | |
| Depreciation | 92,921 | | | 62,519 | |
| Amortization expense - intangibles | 2,956,261 | | | 2,075,166 | |
| Amortization of right of use assets | 2,247,087 | | | 1,981,770 | |
| Amortization of prepaid post-combination compensation | 4,218,394 | | | 1,596,054 | |
| Accretion of other liability | 3,055,225 | | | 1,722,731 | |
| Amortization of debt discount | 94,820 | | | 78,975 | |
Provision for deferred income taxes | (1,388,139) | | | (506,900) | |
| Share-based accounting charge | 14,837,900 | | | 15,194,000 | |
| Stock-based compensation | 2,651,000 | | | 1,363,000 | |
| Post-combination compensation charge-shares | 1,497,825 | | | 1,601,689 | |
| Change in fair value of contingent consideration | 2,676,344 | | | 2,263,577 | |
| Gain on bargain purchase | — | | | (2,463,927) | |
Net change in operating assets and liabilities: | | | |
| Accounts receivable, net | (6,877,876) | | | (4,215,004) | |
| Prepaid post-combination expense | (10,305,828) | | | (4,440,000) | |
| Prepaid expenses and other assets | (1,578,048) | | | (96,039) | |
| Increase (decrease) in: | | | |
| Accounts payable and accrued expenses | (4,170,193) | | | (7,453,155) | |
Income taxes payable and receivable | 5,594,057 | | | (188,927) | |
| Deferred revenue | 3,362,045 | | | 3,498,141 | |
Contingent considerations | (2,824) | | | (268,563) | |
| Operating lease liability | (2,510,514) | | | (1,936,293) | |
Other liabilities | (995,640) | | | (981,750) | |
Transactions with members and related parties | 1,339,709 | | | 1,835,174 | |
Net Cash Provided by Operating Activities | 448,555 | | | 140,748 | |
Cash Flows from Investing Activities: | | | |
Purchases of property and equipment | (92,896) | | | (4,691) | |
Cash paid for acquisitions | (18,522,274) | | | (19,783,750) | |
Net Cash Used in Investing Activities | (18,615,170) | | | (19,788,441) | |
Cash Flows from Financing Activities: | | | |
| Proceeds from notes payable | 24,000,000 | | | 25,000,000 | |
| Payment of debt issuance costs | (82,166) | | | (785,937) | |
Principal payment of note payable | (4,039,614) | | | (1,472,702) | |
Payment of contingent considerations | (726,000) | | | (749,687) | |
Dividends paid | (5,765,152) | | | (11,202,010) | |
Net Cash Provided by Financing Activities | 13,387,068 | | | 10,789,664 | |
Effect of foreign exchange rate changes on cash and cash equivalents | 35,621 | | | (15,761) | |
Net Decrease in Cash and Cash Equivalents | (4,743,926) | | | (8,873,790) | |
Cash and Cash Equivalents as of Beginning of Period | 14,535,943 | | | 14,341,376 | |
Cash and Cash Equivalents at the End of Period | $ | 9,792,017 | | | $ | 5,467,586 | |
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
| | | | | | | | | | | |
| For the six months ended June 30, |
| 2025 | | 2024 |
| Supplemental disclosure of cash flow information: | | | |
| Cash paid for interest | $ | 1,391,504 | | | $ | 518,925 | |
Cash paid for income taxes | $ | 2,411,500 | | | $ | 4,402,627 | |
| Common stock received for repayment of note receivable with Alpine Group | $ | 532,000 | | | $ | — | |
Right of use assets obtained with lease liabilities | $ | 2,066,584 | | | $ | 1,031,742 | |
| Contingent consideration issued for acquisitions | $ | 2,482,942 | | | $ | 3,780,514 | |
| Common stock issued for acquisitions | $ | 1,190,012 | | | $ | 1,443,320 | |
| Stock issued for settlement of other liability | $ | 342,000 | | | $ | — | |
| Stock issued for settlement of contingent consideration | $ | — | | | $ | 691,000 | |
The accompanying notes to the condensed consolidated financial statements are an integral part of these statements
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Public Policy Holding Company, Inc. ("PPHC-Inc.") was incorporated on February 4, 2021. From PPHC-Inc.'s incorporation until December 10, 2021 (the "Conversion Date"), all of the issued and outstanding shares of stock of PPHC-Inc. were owned by Public Policy Holding Company, LLC ("PPHC-LLC"), which (i) was organized as a Delaware limited liability company on July 1, 2014, and (ii) owned certain wholly-owned operating subsidiaries, all organized as Delaware limited liability companies (the "Subsidiaries," and collectively with PPHC-Inc., the "Company"). On the Conversion Date, PPHC-LLC contributed and assigned substantially all of its assets and liabilities (including all of the Subsidiaries, but excluding certain specified assets and liabilities) to PPHC-Inc. in exchange for the issuance by PPHC-Inc. of 20,000,000 shares (the "Contribution Shares") of Common Stock, par value $0.001 per share ("Common Stock") of PPHC-Inc. Pursuant to a formula approved by the Executive Board and General Board of PPHC-LLC (the "Waterfall"), PPHC-LLC then liquidated and distributed the Contribution Shares to each of PPHC-LLC's owners who (other than The Alpine Group, Inc.), in turn, distributed such shares to their respective owners in accordance with the Waterfall (collectively, the "Company Conversion").
The Company provides consulting services in the areas of Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services, primarily in the US. With the acquisition of Pagefield Communications Limited ("Pagefield") and TrailRunner International ("TrailRunner"), the Company has expanded its capabilities to the United Kingdom and parts of Asia. As of June 30, 2025, the Company conducts its business through 11 individual member companies.
The unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These condensed consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments and accruals) necessary for a fair statement of the results for the periods presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The year-end condensed consolidated balance sheet data was derived from our audited consolidated financial statements but does not include all disclosures required by GAAP. Operating results for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been omitted in accordance with the SEC’s rules and regulations for interim reporting. Our financial position, results of operations and cash flows are presented in US Dollars.
As of June 30, 2025, the effects of global macroeconomic and geopolitical uncertainty on the Company’s business, results of operations and financial condition continue to evolve. As a result, many of the Company’s estimates and assumptions continue to require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in the future.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2024.
Reverse Stock Split
On September 29, 2025 , the Company’s Board of Directors approved an amendment to the Company's amended and restated certificate of incorporation to effect a reverse stock split of the Company’s Common Stock, including all unvested Common Stock, at a ratio of one share for every five shares (the “Reverse Stock Split”). The Reverse Stock Split was effective on October 2, 2025. The authorized number of shares, and par value per share, of Common Stock are not effected the Reverse Stock Split. Under the terms of the Reverse Stock Split, the number of shares awarded, issuable upon exercise of options awarded or issued or issuable pursuant to other equity awards
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
under the Company’s existing omnibus incentive plan, and the exercise price of such options, have been adjusted on a pro rata basis. For all periods presented, all references to shares, options to purchase common stock, share amounts, per share amount, and related information contained in the consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split.
NOTE 2. CORRECTION OF ERROR IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS
During 2025, the Company determined that previously filed interim and annual financial statements had an immaterial error in its earnings per share calculation resulting from the inclusion of certain unvested Pre-UK IPO shares in the basic earnings per share calculation and the Company was also not appropriately applying the two-class method to calculate Basic and Diluted earnings per share in accordance with ASC 260, Earnings Per Share. As a result, earnings per share calculations have been revised for the year ended December 31, 2024 and the unaudited interim results for the six months ended June 30, 2024. The application of the two-class method results in an adjustment to the numerator (net loss attributable to common stockholders) for dividends paid to unvested participating stockholders.
The Company assessed the materiality of this revision and concluded that this error correction in its Consolidated Statements of Operations and Comprehensive Loss, Consolidated Statements of Stockholders’ Equity and Note 1 - Organization and Significant Accounting Policies (Basic and diluted earnings (loss) per share) is not material to any previously presented financial statements based upon overall considerations of both quantitative and qualitative factors. In concluding this error was immaterial, the Company considered factors such as the capital structure of the Company, the impact to key performance metrics presented to external investors, executive remuneration and the pervasiveness of the error within the financial statements, amongst others. These immaterial corrections had no impact on the Consolidated Balance Sheet or Consolidated Statements of Cash Flows and did not result in a change in operating losses or net loss in the Statement of Operations.
The impact of these corrections for the year ended December 31, 2024 is as follows:
| | | | | | | | | | | | | | | | | |
| As previously reported | | Adjustment | | As revised |
For the year ended December 31, 2024 | | | | | |
| Net loss per share - basic and diluted: | | | | | |
Net loss per share - basic and diluted | $ | (1.07) | | | $ | (1.27) | | | $ | (2.34) | |
Net loss attributable to common stockholders | $ | (23,956,944) | | | $ | (7,396,023) | | | $ | (31,352,967) | |
Shares used to compute basic and diluted net loss per share | 22,365,365 | | | (8,956,205) | | | 13,409,160 | |
The impact of these corrections for the adjustment above and the adjustments referred to below for the six months ended June 30, 2024 is as follows:
| | | | | | | | | | | | | | | | | |
| As previously reported | | Adjustment | | As revised |
For the six months ended June 30, 2024 | | | | | |
| Net loss per share - basic and diluted: | | | | | |
Net loss per share - basic and diluted | $ | (0.46) | | | $ | (0.75) | | | $ | (1.21) | |
Net loss attributable to common stockholders | $ | (10,079,752) | | | $ | (5,473,269) | | | $ | (15,553,021) | |
Shares used to compute basic and diluted net loss per share | 22,148,174 | | | (9,288,010) | | | 12,860,164 | |
The assessment also resulted in the revision of the number of outstanding shares presented in the Statement of Stockholders’ Equity. The previously reported share count in the Statement of Stockholders’ Equity included legally outstanding shares that were both fully vested and subject to vesting conditions. The Company has revised this share count to present all legally issued shares regardless of vesting conditions.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The impact of these corrections for the six months ended June 30, 2024 is as follows:
| | | | | | | | | | | | | | | | | |
| As previously reported | | Adjustment | | As revised |
| Balance as of December 31, 2023 | 21,908,444 | | | 1,145,949 | | | 23,054,393 | |
| Issuance of unvested legally outstanding shares | — | | | 533,720 | | | 533,720 | |
| Vesting of stock issued from Multistate acquisition | 131,555 | | | (131,555) | | | — | |
| Vesting of stock issued from KP Public Affairs acquisition | 49,249 | | | (49,249) | | | — | |
| Vesting of stock issued from Engage acquisition | 32,487 | | | (32,487) | | | — | |
| Vesting of stock issued to consultant | 12,694 | | | (12,694) | | | — | |
Vesting of restricted units | 98,336 | | | — | | | 98,336 | |
| Common stock issued to Multistate as settlement of contingent consideration | 88,287 | | | — | | | 88,287 | |
| Issuance of common stock for acquisition | 179,528 | | | — | | | 179,528 | |
Balance as of June 30, 2024 | 22,500,580 | | | 1,453,684 | | | 23,954,264 | |
In addition to the above correction, the Company determined that the previously filed interim financial statements (unaudited) as of and for the six months ended June 30, 2024 contained immaterial errors related to certain balance sheet reclassifications, expenses, and foreign currency exchange calculations. The Company assessed the materiality of these revisions and concluded that these error corrections are not material to any previously presented financial statements based upon overall considerations of both quantitative and qualitative factors. In concluding these errors were immaterial, the Company considered factors such as the capital structure of the Company, the impact to key performance metrics presented to external investors, executive remuneration and the pervasiveness of the errors within the financial statements, amongst others.
The impact of these immaterial errors on the Consolidated Balance Sheet as of June 30, 2024 and the Consolidated Statements of Operations and Comprehensive Loss, Stockholders’ Equity and Cash Flows for the six months ended June 30, 2024 is as follows:
| | | | | | | | | | | | | | | | | |
Consolidated Balance Sheet | As previously reported | | Adjustment | | As revised |
Total Assets | $ | 174,293,493 | | | $ | (1,423,574) | | | $ | 172,869,919 | |
Total liabilities | $ | 94,438,095 | | | $ | (1,808,318) | | | $ | 92,629,777 | |
Total stockholders' equity | $ | 79,855,398 | | | $ | 384,744 | | | $ | 80,240,142 | |
| | | | | | | | | | | | | | | | | |
Consolidated Statement of Operations and Comprehensive Loss | As previously reported | | Adjustment | | As revised |
Revenue | $ | 71,125,819 | | | $ | 8,076 | | | $ | 71,133,895 | |
Net loss | $ | (10,079,752) | | | $ | (501,738) | | | $ | (10,581,490) | |
Total comprehensive loss | $ | (10,548,443) | | | $ | (295,023) | | | $ | (10,843,466) | |
| | | | | | | | | | | | | | | | | |
Consolidated Statement of Stockholders’ Equity | As previously reported | | Adjustment | | As revised |
Common stock | $ | 112,503 | | | $ | — | | | $ | 112,503 | |
Additional paid-in capital | $ | 176,420,047 | | | $ | 679,767 | | | $ | 177,099,814 | |
Accumulated deficit | $ | (96,208,461) | | | $ | (501,738) | | | $ | (96,710,199) | |
Accumulated other comprehensive loss | $ | (468,691) | | | $ | 206,715 | | | $ | (261,976) | |
Total stockholders' equity | $ | 79,855,398 | | | $ | 384,744 | | | $ | 80,240,142 | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
| | | | | | | | | | | | | | | | | |
Consolidated Statement of Cash Flows | As previously reported | | Adjustment | | As revised |
Net cash provided by operating activities | $ | 280,136 | | | $ | (139,388) | | | $ | 140,748 | |
Net cash used in investing activities | $ | (19,930,740) | | | $ | 142,299 | | | $ | (19,788,441) | |
Effect of exchange rate changes on cash and cash equivalents | $ | (12,850) | | | $ | (2,911) | | | $ | (15,761) | |
NOTE 3. NEW ACCOUNTING PRONOUNCEMENTS
Accounting Standards Not Yet Adopted
During December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands annual disclosures in an entity’s income tax rate reconciliation table and requires annual disclosures regarding cash taxes paid both in the United States (federal, state and local) and foreign jurisdictions. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, although early adoptions is permitted. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.
During June 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718), which provides guidance on the scope application of profits interest and similar awards. This guidance is effective for public business entities for annual reporting periods beginning after December 15, 2024, and interim reporting periods beginning after December 15, 2025. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.
During November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The guidance requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. This guidance is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company expects to adopt this guidance in its fiscal year beginning January 1, 2027. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.
NOTE 4. BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
The Company computes earnings (loss) per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the consolidated statements of operations and other comprehensive loss. Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Due to their anti-dilutive effect, the calculation of diluted net loss per share for the three and six months ended June 30, 2025 and the year ended December 31, 2024 does not include the common stock equivalent shares and nonvested shares. The Company’s weighted-average shares utilized for its calculation of earnings (loss) per share includes only the common shares outstanding.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table includes the outstanding number of shares and potentially dilutive stock options and RSUs as of June 30, 2025 and 2024, respectively:
| | | | | | | | | | | | | | |
| | As of June 30, |
| | 2025 | | 2024 |
| Common shares outstanding | | 17,338,111 | | | 13,373,396 | |
| Nonvested shares outstanding | | 7,568,295 | | | 10,580,867 | |
| Legally outstanding shares | | 24,906,406 | | | 23,954,263 | |
Stock options and RSUs outstanding (1) | | 1,955,329 | | | 1,602,774 | |
| Total fully diluted shares | | 26,861,735 | | | 25,557,037 | |
__________________
(1) The holders of Restricted Stock Units and Stock Options are not entitled to dividends or to vote
The following tables includes the weighted average shares outstanding and potentially dilutive stock options and RSUs for the three and six months ended June 30, 2025 and 2024, respectively:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
Common shares, weighted average | | 17,183,129 | | | 13,006,632 | | | 17,044,164 | | | 12,860,164 | |
Nonvested shares, weighted average | | 7,404,992 | | | 10,494,186 | | | 7,240,670 | | | 10,422,802 | |
Legally outstanding shares, weighted average | | 24,588,121 | | | 23,500,818 | | | 24,284,834 | | | 23,282,966 | |
Stock options and RSUs outstanding, weighted average | | 1,584,707 | | | 1,062,117 | | | 1,553,948 | | | 1,062,464 | |
Total securities on a fully diluted basis, weighted average | | 26,172,828 | | | 24,562,935 | | | 25,838,782 | | | 24,345,430 | |
The following table shows the computation of basic and diluted loss per share for the three and six months ended June 30, 2025 and 2024, respectively:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
Numerator | | | | | | | | |
Net losses | | $ | (5,730,479) | | | $ | (5,165,915) | | | $ | (16,345,971) | | | $ | (10,581,490) | |
Less unvested common stock dividends under the two - class method | | (1,747,674) | | | (4,971,531) | | | (1,747,674) | | | (4,971,531) | |
Net loss attributable to common stockholders | | (7,478,153) | | | (10,137,446) | | | (18,093,645) | | | (15,553,021) | |
| | | | | | | | |
Denominator | | | | | | | | |
Weighted-average basic shares outstanding | | 17,183,129 | | | 13,006,632 | | | 17,044,164 | | | 12,860,164 | |
Basic and diluted loss per share | | $ | (0.44) | | | $ | (0.78) | | | $ | (1.06) | | | $ | (1.21) | |
NOTE 5. REVENUE
The Company generates most of its revenue by providing consulting services through fixed-fee arrangements related to Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services. The Company's general practice is to establish a contract with a client with a fixed monthly payment at the beginning of each month for the month's service to be performed.
Most of the consulting service contracts are based on one of the following types of contract arrangements:
•Fixed-fee arrangements, (“Retainer” and “Subscription Services”) require the client to pay a fixed fee in exchange for a predetermined set of professional services. Retainer contracts generally comprise of a single stand-ready performance obligation for consulting services. The Company recognizes Retainer revenue
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
over time by measuring the progress toward complete satisfaction of the performance obligation. Subscription Services generally comprise of a single performance obligation recognized over-time.
•Project revenue that includes additional services such as 1) advertisement placement and management; 2) video production; 3) website development; and 4) research services, in which third-party companies may be engaged to achieve specific business objectives. These services are either in a separate contract or within the fixed-fee consulting contract, in which the Company usually receives a markup on the cost incurred by the Company. Generally, these contracts are less than 12 months in length. The Company utilizes an output method to measure progress toward complete satisfaction of the performance obligation, recognizing revenue based on the services delivered to the customer to date as a proportion of the total services promised in the contract. This approach reflects the transfer of control to the customer, as the customer receives and consumes the benefits of each service as it is performed. Any out-of-pocket administrative expenses incurred are billed at cost.
In determining the method and amount of revenue to recognize, the Company must make judgments and estimates. Specifically, complex arrangements with nonstandard terms and conditions may require management's judgment in interpreting the contract to determine the appropriate accounting, including whether the promised services specified in an arrangement are distinct performance obligations and should be accounted for separately, and how to allocate the transaction price, including any variable consideration, to the separate performance obligations. When a contract contains multiple performance obligations, the Company allocates the transaction price to each performance obligation based on its estimate of the stand-alone selling price. Other judgments include determining whether performance obligations are satisfied over-time or at a point-in-time and the selection of the method to measure progress towards completion.
Certain services provided by the Company include the utilization of a third party in the delivery of those services. These services are primarily related to the production of an advertising campaign, procurement of media, and procurement of research services. The Company has determined that it acts as an agent and is solely arranging for the third parties to provide services to the customer. Specifically, the Company does not control the specified services before transferring those services to the customer, it is not primarily responsible for the performance of the third-party services, nor can the Company redirect those services to fulfill any other contracts. The Company does not have any discretion in establishing the third-party pricing in its contracts with customers. For these performance obligations for which the Company acts as an agent, the Company records revenue as the net amount of the gross billings, less amounts remitted to the third party.
The following table provides disaggregated revenue by revenue type:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Government Relations Consulting revenue | $ | 27,301,131 | | | $ | 25,500,026 | | | $ | 53,464,933 | | | $ | 50,329,291 | |
Corporate Communications & Public Affairs Consulting revenue | 18,143,750 | | | 8,335,636 | | | 28,156,458 | | | 15,537,284 | |
Compliance and Insights Services revenue | 3,143,024 | | | 2,666,810 | | | 6,277,362 | | | 5,267,320 | |
| Total revenue | $ | 48,587,905 | | | $ | 36,502,472 | | | $ | 87,898,753 | | | $ | 71,133,895 | |
Revenue by geographic region:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
United States | $ | 46,298,185 | | | $ | 35,941,793 | | | $ | 84,001,854 | | | $ | 70,573,216 | |
Europe, Middle East and Africa | 1,860,886 | | | 560,679 | | | 3,468,065 | | | 560,679 | |
Asia Pacific | 428,834 | | | - | | | 428,834 | | | - | |
Revenue by geographic market | $ | 48,587,905 | | | $ | 36,502,472 | | | $ | 87,898,753 | | | $ | 71,133,895 | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 6. CONTRACT BALANCES AND ALLOWANCE FOR EXPECTED CREDIT LOSSES
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers as of:
| | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 |
| Accounts receivable | $ | 26,936,175 | | | $ | 19,161,501 | |
| Unbilled receivables | 1,151,543 | | | 225,073 | |
Allowance for expected credit losses | (2,018,980) | | | (1,102,044) | |
| Total contract receivables, net | 26,068,738 | | | 18,284,530 | |
| Contract liabilities (deferred revenue) | $ | (6,491,002) | | | $ | (3,149,957) | |
Contract liabilities relate to advance consideration received from customers under the terms of the Company's contracts primarily related to retainer fees and reimbursements of third-party expenses, both of which are generally recognized shortly after billing. Deferred revenue of $6,491,002 and $3,149,957 from June 30, 2025 and December 31, 2024 is expected to be recognized as revenue within one year of the respective balance sheet date.
The following table summarized information about the activity in the allowance for expected credit losses as follows:
| | | | | |
| Balance at December 31, 2023 | $ | 794,138 | |
| Provision for expected credit losses | 1,023,816 | |
| (Write-off)/Recoveries | (715,910) | |
| Balance at December 31, 2024 | $ | 1,102,044 | |
| Provision for expected credit losses | 794,585 | |
| (Write-off)/Recoveries | 122,351 | |
| Balance at June 30, 2025 | $ | 2,018,980 | |
NOTE 7. GOODWILL AND INTANGIBLE ASSETS
Goodwill
Goodwill is an indefinite lived asset with balances as follows:
| | | | | |
| Balance at December 31, 2023 | $ | 47,909,832 | |
| Acquired goodwill | 16,779,195 | |
| Foreign currency translation | (380,921) | |
| Balance at December 31, 2024 | $ | 64,308,106 | |
| Acquired goodwill | 80,124 | |
| Foreign currency translation | 1,589,305 | |
| Balance at June 30, 2025 | $ | 65,977,535 | |
There were no goodwill impairment charges recorded in the six months ended June 30, 2025 and for the year ended December 31, 2024, and there are no accumulated goodwill impairment charges.
Intangible assets:
The Company's intangible assets consist of customer relationships, including the related customer contracts, developed technology and noncompete agreements acquired through acquisitions, which are definite lived assets and are amortized over their estimated useful lives. In addition, intangible assets consist of trade names, which are indefinite lived assets and evaluated for impairment on an annual basis or more frequently as needed.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following presents the Company’s gross and net amounts of intangible assets, other than goodwill, as reported on the Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2025 |
| Weighted Average Useful Life (in Years) | | Gross Book Value | | Accumulated Amortization | | Net Book Value |
| Customer relationships | 7.2 | | $ | 42,911,238 | | | $ | (17,849,518) | | | $ | 25,061,720 | |
| Developed technology | 7.0 | | 3,938,000 | | | (1,312,668) | | | 2,625,332 | |
| Noncompete agreements | 3.9 | | 2,946,313 | | | (954,612) | | | 1,991,701 | |
| Total definite lived assets | | | 49,795,551 | | | (20,116,798) | | | 29,678,753 | |
Trade names | | | 12,433,889 | | | - | | | 12,433,889 | |
| Total intangible assets | | | $ | 62,229,440 | | | $ | (20,116,798) | | | $ | 42,112,642 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 |
| Weighted Average Useful Life (in Years) | | Gross Book Value | | Accumulated Amortization | | Net Book Value |
| Customer relationships | 7.2 | | $ | 33,556,240 | | | $ | (15,277,159) | | | $ | 18,279,081 | |
| Developed technology | 7.0 | | 3,938,000 | | | (1,031,382) | | | 2,906,618 | |
| Noncompete agreements | 3.9 | | 2,069,904 | | | (767,109) | | | 1,302,795 | |
| Total definite lived assets | | | 39,564,144 | | | (17,075,650) | | | 22,488,494 | |
Trade names | | | 9,655,172 | | | - | | | 9,655,172 | |
| Total intangible assets | | | $ | 49,219,316 | | | $ | (17,075,650) | | | $ | 32,143,666 | |
Amortization expense for customer relationship, noncompete agreement and developed technology assets approximated $1,665,000 and $2,956,000 and $1,099,000, and $2,075,000 for the three and six months ended June 30, 2025 and 2024, respectively.
NOTE 8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following as of:
| | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 |
| Accounts payable | $ | 6,461,768 | | | $ | 4,753,171 | |
| Bonus payable | 6,253,980 | | | 9,926,791 | |
| Other accrued expenses | 6,497,269 | | | 5,364,340 | |
| Total | $ | 19,213,017 | | | $ | 20,044,302 | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 9. LEASES
The Company leases office space and equipment under non-cancelable operating leases. The following table presents lease costs and other quantitative information:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Operating lease cost (cost resulting from lease payments) | $ | 1,473,971 | | | $ | 1,333,366 | | | $ | 2,806,967 | | | $ | 2,613,905 | |
| Variable lease cost (cost excluded from lease payments) | 138,488 | | | 135,622 | | | 220,691 | | | 234,629 | |
| Sublease income | (97,799) | | | (78,869) | | | (175,898) | | | (169,562) | |
| Net lease cost | $ | 1,514,660 | | | $ | 1,390,119 | | | $ | 2,851,760 | | | $ | 2,678,972 | |
| Cash paid for amounts included in the measurement of lease liabilities | $ | 1,608,691 | | | $ | 1,383,387 | | | $ | 3,070,577 | | | $ | 2,568,103 | |
| Weighted average lease term - operating leases | 4.09 years | | 4.94 years | | 4.09 years | | 4.94 years |
| Weighted average discount rate - operating leases | 5.3 | % | | 5.3 | % | | 5.3 | % | | 5.3 | % |
Future payments of operating leases as of June 30, 2025 are listed in the table below:
| | | | | | | | |
| Year | | Amount |
| 2025 (Excluding the six months ended June 30, 2025) | | $ | 3,131,871 | |
| 2026 | | 6,294,934 | |
| 2027 | | 5,351,534 | |
| 2028 | | 4,649,507 | |
| 2029 | | 2,798,922 | |
| Thereafter | | 1,435,775 | |
| Total future minimum lease payments | | 23,662,543 | |
| Amount representing interest | | (2,472,090) | |
| Present value of net future minimum lease payments | | $ | 21,190,453 | |
NOTE 10. NOTES PAYABLE
The Company has several term loans outstanding with a financial institution (“Term Loans”). The 2023 Facility 2 loan matures on March 31, 2029 with monthly principal payments of $175,000 plus interest. The 2024 Term Loan A and 2024 Term Loan B (collectively the "2024 Term Loans") require monthly principal payments of $312,500 plus interest until their maturity date of April 30, 2028. The 2025 Term Loan C requires monthly principal payments of $199,200 per month plus interest through March 1, 2026, increasing to $300,000 per month plus interest through the maturity date of March 31, 2029. The interest rate for all of these loans is the Secured Overnight Financing Rate ("SOFR") plus 2.60% per annum.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The Company's total debt consists of the following as of:
| | | | | | | | | | | | | | | | | |
| Original Loan Amount | | June 30, 2025 | | December 31, 2024 |
| 2023 Facility 2 | $ | 14,000,000 | | | $ | 6,125,000 | | | $ | 7,875,000 | |
| 2024 Term Loan A | 6,000,000 | | | 5,400,000 | | | 5,850,000 | |
| 2024 Term Loan B | 19,000,000 | | | 17,100,000 | | | 18,525,000 | |
| 2025 Term Loan C | 24,000,000 | | | 23,601,600 | | | - | |
Other debt | — | | | 138,698 | | | 154,260 | |
| Less: unamortized debt issuance costs | 748,216 | | | 346,921 | | | 358,923 | |
| Total debt, net of unamortized issuance costs | $ | 62,251,784 | | | 52,018,377 | | | 32,045,337 | |
| Less: current portion | | | (8,097,588) | | | (6,031,204) | |
| Total debt, long-term | | | $ | 43,920,789 | | | $ | 26,014,133 | |
As of June 30, 2025, the future principal maturities of the Term Loans are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2023 Facility 2 | | 2024 Term Loan A | | 2024 Term Loan B | | 2025 Term Loan C | | Total |
| 2025 | $ | 1,050,000 | | | $ | 450,000 | | | $ | 1,425,000 | | | $ | 1,792,800 | | | $ | 4,717,800 | |
| 2026 | 2,100,000 | | | 900,000 | | | 2,850,000 | | | 3,297,600 | | | 9,147,600 | |
| 2027 | 2,100,000 | | | 900,000 | | | 2,850,000 | | | 3,600,000 | | | 9,450,000 | |
| 2028 | 875,000 | | | 3,150,000 | | | 9,975,000 | | | 3,600,000 | | | 17,600,000 | |
| 2029 | — | | | — | | | — | | | 11,311,200 | | | 11,311,200 | |
| Total | $ | 6,125,000 | | | $ | 5,400,000 | | | $ | 17,100,000 | | | $ | 23,601,600 | | | $ | 52,226,600 | |
Total approximate interest expense incurred for the Term Loans was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
Cash interest on term loans | $ | 801,000 | | | $ | 320,851 | | | $ | 1,378,000 | | | $ | 505,030 | |
Cash interest on other debt | 6,925 | | | 6,706 | | | 13,761 | | | 13,895 | |
| Debt discount amortization | 57,000 | | | 41,414 | | | 108,000 | | | 78,975 | |
| Total interest expense | $ | 864,925 | | | $ | 368,971 | | | $ | 1,499,761 | | | $ | 597,900 | |
The Credit Agreement and Amended Credit Agreements for the Term Loans contain certain non-financial and financial covenants that the Company is required to comply with and submit a compliance certificate to the bank on a quarterly basis. The financial covenants include a total leverage ratio and fixed coverage ratio. The Company was in compliance with all covenants during as of June 30, 2025 and December 31, 2024.
NOTE 11. SHARE-BASED ACCOUNTING CHARGE
On December 16, 2021, PPHC-Inc. completed its initial public offering ("UK IPO") and its shares began trading on the AIM market of the London Stock Exchange. During 2021, all ultimate owners of PPHC-LLC, referred to as Group Executives, entered into Executive Employment Agreements. These executives sold some of their shares during the UK IPO (referred to as Liquidated Pre-UK IPO Shares) but retained the majority of their shares ("Retained Pre-UK IPO Shares"). The retained shares vest in equal installments over five years, provided the executive remains continuously employed. If an executive's employment terminates, except in cases of death, disability, termination without cause, or for good reason, the unvested shares will be forfeited. In cases of death, disability, termination without cause, or for good reason, all unvested shares will vest immediately. Additionally, the agreements include clawback provisions, allowing the company to reclaim cash from the sale of Liquidated Pre-UK IPO Shares and vested Retained Pre-UK IPO Shares under certain conditions.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
As a result of the vesting conditions for the Retained Pre-UK IPO Shares, the Company recorded share-based accounting charges of $7,394,000 and $14,837,900 and $7,597,000 and $15,194,000 for the three and six months ended June 30, 2025 and 2024, respectively.
As of June 30, 2025, there were 14,251,009 Retained Pre-UK IPO Shares, held by current employees and subject to vesting requirements, and 11,054,003 of these shares were fully vested. These shares were issued in 2021 and the weighted-average grant date fair value of these shares was $9.10 as of the grant date. For the Retained Pre-UK IPO shares, the grant-date fair value is based upon the market price of the Company's common stock on the date of the grant. As of June 30, 2025, the unrecognized compensation cost from these restricted shares was approximately $43,150,000, which is expected to be recognized over a weighted-average period of 1.5 years.
The share-based accounting charge relating to the Retained Pre-UK IPO Shares is recorded to costs of services and general and administrative expense in the consolidated statement of operations. The table below represents the total expense relating to Retained Pre-UK IPO Shares recognized in the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Cost of services | $ | 6,653,600 | | | $ | 6,659,083 | | | $ | 13,357,100 | | | $ | 13,318,183 | |
| General and administrative expense | 740,400 | | | 937,917 | | | 1,480,800 | | | 1,875,817 | |
Total expense relating to Retained Pre-UK IPO Shares | $ | 7,394,000 | | | $ | 7,597,000 | | | $ | 14,837,900 | | | $ | 15,194,000 | |
NOTE 12. POST-COMBINATION COMPENSATION CHARGE
The Company has acquired various companies from 2022 to 2025 for a combination of cash, shares of Company Common Stock and future contingent payments ("Acquisition Payments"). A portion of the Acquisition Payments are subject to vesting and/or claw back provisions that are directly linked to the continuing employment of certain individuals of the acquired companies ("Post-Combination Payments"). As a result, the Post-Combination Payments are being recognized as a charge for post-combination compensation over the period of the applicable vesting requirement or the period over which the claw back rights linked to employment lapse.
The post-combination compensation charge recorded by the Company was approximately $5,336,000 and $8,776,000 and $2,991,000 and $5,121,000 for the three and six months ended June 30, 2025 and 2024, respectively. The post-combination compensation charge is recorded in cost of services in the consolidated statements of operations and comprehensive loss. This amount consists of the following components:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Additions to other liability | $ | 1,863,000 | | | $ | 1,350,000 | | | $ | 3,059,000 | | | $ | 2,198,000 | |
| Vesting of common stock | 893,000 | | | 898,000 | | | 1,498,000 | | | 1,323,000 | |
| Amortization of prepaid post-combination compensation | 2,580,000 | | | 743,000 | | | 4,219,000 | | | 1,600,000 | |
| Total | $ | 5,336,000 | | | $ | 2,991,000 | | | $ | 8,776,000 | | | $ | 5,121,000 | |
As of June 30, 2025, the unrecognized post-combination compensation charge was approximately $44,179,000, which is expected to be recognized over a weighted-average period of 2.2 years. The actual amount of Post-Combination Payments is subject to significant estimates and could change materially in the future.
NOTE 13. RELATED PARTY TRANSACTIONS
As of June 30, 2025, the amounts owed to related parties of approximately $1,896,000 consists primarily of a working capital loan of approximately $1,896,000 from the sellers of TrailRunner to the Company, which will be repaid in 2025.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
As of June 30, 2024, the amounts due from related parties of approximately $44,000 include the amount expected to be paid to the Company related to working capital loan and adjustments associated with the MultiState acquisition. During the year ended December 31, 2024, the working capital loan and adjustments with MultiState were settled.
During December 2021, the Company entered into a term note agreement ("2021 Note") with The Alpine Group, Inc. ("Alpine Inc"). The 2021 Note provided Alpine Inc with the ability to request a one-time borrowing of up to $750,000 from the Company at any time prior to December 31, 2022. The purpose of the 2021 Note was to provide Alpine Inc with funds to cover certain federal and state income taxes to be owed by Alpine Inc in connection with the sale of shares of the Company's common stock in the UK IPO. During April 2022, the Company advanced $513,000 to Alpine Inc in accordance with the terms of the 2021 Note. The interest rate on the 2021 Note is equal to the Prime Rate as published in the Wall Street Journal. The 2021 Note balance as of June 30, 2024 was $513,000. The 2021 Note was classified as a current asset as of June 30, 2024. The amount of accrued interest and interest revenue from the 2021 Note is not material. The 2021 Note requires an annual payment of accrued and unpaid interest on the last business day of December each year and through the maturity date of January 16, 2025. During February 2025, the 2021 Note plus accrued interest totaling approximately $532,000 was repaid through the transfer of 63,356 shares of PPHC-Inc common stock from Alpine Inc to the Company, which shares have been retired.
During November 2023, the Company entered into term note agreements ("2023 Notes") with certain employees of the Alpine Group Partners, LLC totaling $1,750,000. The interest rate on the 2023 Notes is 7.5% and was reduced to 4.45%. The notes are payable in annual installments of $350,000 plus all accrued and unpaid interest beginning on November 1, 2024 with a maturity date of November 1, 2028 or the effective date of the termination of employment of the respective employee borrower for any reason, if earlier than the maturity date. As of June 30, 2025 and 2024, the 2023 Notes were recorded in notes receivable - related parties with $350,000 classified as a current asset and $1,050,000 and $1,400,000, respectively, classified as a non-current asset. The amount of accrued interest and interest revenue from the 2023 Notes is not material.
NOTE 14. OMNIBUS INCENTIVE PLAN
As of June 30, 2025, the total amount of shares authorized by the Board of Directors under the Omnibus Plan was 3,735,961 with a total of 553,090 available for issuance.
The total long-term incentive program expense, net of forfeitures, is detailed in the following table:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Options | $ | 106,000 | | | $ | 118,000 | | | $ | 194,000 | | | $ | 264,000 | |
| RSUs | 682,000 | | | 391,000 | | | 1,264,000 | | | 567,000 | |
| RSAs | 360,164 | | | 181,000 | | | 869,000 | | | 456,000 | |
| SARs | 380,000 | | | 155,000 | | | 324,000 | | | 76,000 | |
| Total | $ | 1,528,164 | | | $ | 845,000 | | | $ | 2,651,000 | | | $ | 1,363,000 | |
The table below represents the total expense relating to the long-term incentive program recognized in the consolidated statements of operations and comprehensive loss as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Cost of services | $ | 1,302,426 | | | $ | 708,112 | | | $ | 2,164,610 | | | $ | 1,112,894 | |
| General and administrative expense | 225,738 | | | 136,888 | | | 486,390 | | | 250,106 | |
| Total | $ | 1,528,164 | | | $ | 845,000 | | | $ | 2,651,000 | | | $ | 1,363,000 | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
As of June 30, 2025, total unrecognized compensation expense and the applicable weighted-average period for that expense to be recognized is as follows:
| | | | | | | | | | | |
| Unrecognized compensation | | Weighted average period |
| Options | $ | 319,000 | | | 1.8 years |
| RSUs | $ | 8,351,000 | | | 1.6 years |
| RSAs | $ | 3,737,000 | | | 1.8 years |
Total | $ | 12,407,000 | | | |
Options
The following summarizes the stock option activity for the six months ended June 30, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Shares | | Weighted Average Exercise Price- (USD)(1) | | Weighted Average Exercise Price-(GBP) | | Weighted Average Contractual Term (in years) |
| Outstanding as of December 31, 2024 | 676,709 | | $ | 10.75 | | | £ | 8.60 | | | 7.8 |
| Granted | 62,588 | | 11.50 | | | 8.35 | | | - |
| Exercised | - | | - | | | - | | | - |
| Cancelled/Forfeited | (23,897) | | 11.90 | | | 8.65 | | | - |
| Outstanding as of June 30, 2025 | 715,400 | | 11.80 | | | 8.60 | | | 7.6 |
| Exercisable as of June 30, 2025 | 433,392 | | 12.15 | | | 8.85 | | | - |
| Vested and expected to vest as of June 30, 2025 | 715,400 | | $ | 11.80 | | | £ | 8.60 | | | 7.6 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Shares | | Weighted Average Exercise Price- (USD)(1) | | Weighted Average Exercise Price-(GBP) | | Weighted Average Contractual Term (in years) |
| Outstanding as of December 31, 2023 | 617,812 | | $ | 11.05 | | | £ | 8.70 | | | 8.9 |
| Granted | 85,000 | | 10.10 | | | 8.10 | | | - |
| Exercised | - | | - | | | - | | | - |
| Cancelled/Forfeited | (26,103) | | 10.70 | | | 8.55 | | | - |
| Outstanding as of June 30, 2024 | 676,709 | | 10.75 | | | 8.60 | | | 7.83 |
| Exercisable as of June 30, 2024 | - | | - | | | - | | | - |
| Vested and expected to vest as of June 30, 2024 | 676,709 | | $ | 10.75 | | | £ | 8.60 | | | 7.83 |
__________________
(1)The applicable exercise prices have been adjusted based on the applicable exchange rate of GBP to USD at the end of each period presented.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Restricted Stock Units ("RSUs")
Activity in the Company's non-vested RSUs was as follows for the six months ended June 30, 2025 and 2024, respectively:
| | | | | | | | | | | |
| Number of RSUs | | Weighted Average Grant Date Fair Value |
| Nonvested as of December 31, 2024 | 869,330 | | $ | 7.00 | |
| Granted | 498,532 | | 8.75 | |
| Vested | (285,804) | | 7.00 | |
| Cancelled/Forfeited | (27,600) | | 7.60 | |
| Nonvested as of June 30, 2025 | 1,054,458 | | $ | 7.65 | |
| | | |
| Nonvested as of December 31, 2023 | 445,000 | | 7.05 | |
| Granted | 586,000 | | 7.05 | |
| Vested | (98,336) | | 7.80 | |
| Cancelled/Forfeited | - | | - | |
| Nonvested as of June 30, 2024 | 932,664 | | $ | 7.00 | |
Restricted Stock Awards ("RSAs")
Activity in the Company's non-vested RSAs was as follows:
| | | | | | | | | | | |
| Number of RSAs | | Weighted Average Grant Date Fair Value |
| Nonvested as of December 31, 2024 | 479,491 | | $ | 6.15 | |
| Granted | 195,588 | | 9.45 | |
| Vested | (134,177) | | 7.15 | |
| Cancelled/Forfeited | (61,005) | | 5.65 | |
| Nonvested as of June 30, 2025 | 479,897 | | $ | 9.30 | |
| | | |
| Nonvested as of December 31, 2023 | 437,789 | | 5.95 | |
| Granted | 140,748 | | 7.15 | |
| Vested | - | | - | |
| Cancelled/Forfeited | - | | - | |
| Nonvested as of June 30, 2024 | 578,537 | | $ | 7.00 | |
Stock Appreciation Rights ("SARs")
SARs are not issued shares or committed shares to be issued and therefore do not count against the total number of shares that can be issued under the Omnibus Plan. Upon exercise of a SAR, the Company shall pay the grantee in cash an amount equal to the excess of the fair market value of a share of stock on the effective date of exercise in excess of the exercise price of the SAR. This cash settlement feature requires the SARs to be classified as a liability and remeasured at each reporting period. The SARs vest over a three-year period with one-third vesting each year after the grant date. The fair value of each SAR granted is estimated using a Black-Scholes option-pricing model and the fair value is adjusted at each reporting period. As of June 30, 2025 and 2024, the total liability recorded was $992,000 and $336,000, respectively.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The fair value of the SARs was calculated as follows as of:
| | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 |
| Estimated dividend yield | 4.0 | % | | 4.0 | % |
| Expected stock price volatility | 40.0 | % | | 45.0 | % |
| Risk-free interest rate | 3.7% to 3.8% | | 4.4% to 4.5% |
| Expected life of instrument (in years) | 2.4 to 3.8 years | | 2.9 to 3.9 years |
| Weighted-average fair value per share | $ | 3.55 | | | $ | 2.55 | |
Activity in the Company's SARs was as follows for the period ended June 30, 2025 and year ended December 31, 2024:
| | | | | | | | | | | |
| Number of Shares | | Weighted Average Exercise Price |
| Outstanding as of December 31, 2023 | 352,000 | | $ | 8.50 | |
| Granted | - | | - | |
| Exercised | - | | - | |
| Cancelled/Forfeited | (11,000) | | 8.35 | |
| Outstanding as of December 31, 2024 | 341,000 | | $ | 8.05 | |
| Granted | - | | - | |
| Exercised | - | | - | |
| Cancelled/Forfeited | (30,000) | | $ | (9.15) | |
| Outstanding as of June 30, 2025 | 311,000 | | $ | 9.15 | |
| Exercisable as of June 30, 2025 | 311,000 | | $ | 9.15 | |
| Vested and expected to vest as of June 30, 2025 | 205,671 | | $ | 9.15 | |
The amount of the future expense for all SARs issued will depend upon the value of the Company's common stock and other factors at each future reporting date.
NOTE 15. INCOME TAXES
For interim periods, the Company recognizes an income tax expense (benefit) based on an estimated annual effective tax rate (EAETR), calculated on a worldwide consolidated basis, expected for the entire year. The interim annual estimated effective tax rate is based on the statutory tax rates then in effect, as adjusted for estimated changes in estimated permanent differences and excludes certain discrete items whose tax effect, when material, are recognized in the interim period in which they occur. These changes in permanent differences and discrete items result in variances to the effective tax rate from period-to-period. The Company’s estimated annual effective tax rate changes throughout the year as on-going estimates of Pre-Tax Income, and changes in permanent differences are revised, as discrete items occur, as well as due to the impact of additional business combinations.
For the three and six months ended June 30, 2025, the Company recognized an income tax (benefit) expense of approximately $(24,000) and $4,088,000. The Company’s effective tax rate was 0.4% and (33.3)% after discrete items for the three and six months ended June 30, 2025.
For the three and six months ended June 30, 2024, the Company recognized an income tax expense of approximately $2,486,000 and $3,707,000. The Company’s effective tax rate was (92.7)% and (53.9)% after discrete items for the three and six months ended June 30, 2024.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The effective tax rates for the periods differed from the federal statutory rate of 21% primarily due to state taxes, GAAP compensation incurred that is not deductible for tax purposes, as well as other items related to prior periods’ business combinations that generate permanent book/tax differences.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law in the US, which contains a broad range of tax reform provisions affecting businesses. The Company is currently evaluating the full effects of these legislative changes.
NOTE 16. FAIR VALUE MEASUREMENT
The following table presents a summary of the Company’s liabilities that are measured at fair value on a recurring basis by their respective fair value hierarchy level as of June 30, 2025:
| | | | | | | | | | | | | | | | | |
| Level 1 | | Level 2 | | Level 3 |
| Other liabilities | $ | — | | | $ | — | | | $ | 6,608,118 | |
| Contingent consideration | — | | | — | | | 15,426,163 | |
| Total liabilities | $ | — | | | $ | — | | | $ | 22,034,281 | |
The following table presents a summary of the Company’s liabilities that are measured at fair value on a recurring basis by their respective fair value hierarchy level as of December 31, 2024:
| | | | | | | | | | | | | | | | | |
| Level 1 | | Level 2 | | Level 3 |
| Other liabilities | $ | — | | | $ | — | | | $ | 4,879,600 | |
| Contingent consideration | — | | | — | | | 10,896,061 | |
| Total liabilities | $ | — | | | $ | — | | | $ | 15,775,661 | |
The carrying values of cash, contract receivables, and accounts payable and accrued expenses at June 30, 2025 and December 31, 2024 approximated their fair value due to the short maturity of these instruments.
Financial Instruments that are Measured at Fair Value on a Recurring Basis
Contingent Consideration
The fair value of contingent consideration from the Company's acquisitions were measured using Level 3 inputs.
The following table summarized the change in fair value, as determined by Level 3 inputs, for the contingent consideration using the unobservable Level 3 inputs for the six months ended June 30, 2025 as follows:
| | | | | |
| Balance at December 31, 2024 | $ | 10,896,061 | |
| Fair value at issuance | 2,482,942 | |
| Payout of contingent consideration | (728,824) | |
| Change in fair value | 2,676,344 | |
| Effect of currency translation adjustment | 99,640 | |
| Balance at June 30, 2025 | $ | 15,426,163 | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table summarized the change in fair value, as determined by Level 3 inputs, for the contingent consideration using the unobservable Level 3 inputs for the six months ended June 30, 2024 as follows:
| | | | | |
| Balance at December 31, 2023 | $ | 6,919,625 | |
| Fair value at issuance | 3,755,043 | |
Cash and stock payout of contingent consideration | (1,709,250) | |
| Change in fair value | 2,263,577 | |
| Effect of currency translation adjustment | - | |
| Balance at June 30, 2024 | $ | 11,228,995 | |
The estimated fair value of contingent consideration is calculated by Monte Carlo simulations utilize estimates including; expected volatility of future operating results, discount rates applicable to future results, and expected growth rates.
Other Liabilities
The fair value of other liabilities, comprising of post-combination compensation obligations of the Company, relates to various acquisitions. The estimated fair value of other liabilities is calculated by Monte Carlo simulations utilize estimates including; expected volatility of future operating results, discount rates applicable to future results, and expected growth rates.
The following table summarized the change in fair value, as determined by Level 3 inputs, for the other liabilities using the Level 3 inputs for the six months ended June 30, 2025 as follows:
| | | | | |
| Balance at December 31, 2024 | $ | 4,879,600 | |
| Fair value at issuance | 595,837 | |
| Accretion of liability | 1,257,762 | |
| Payout of post combination compensation | (1,337,640) | |
| Change in fair value | 1,212,559 | |
| Balance at June 30, 2025 | $ | 6,608,118 | |
The following table summarized the change in fair value, as determined by Level 3 inputs, for the other liabilities using the Level 3 inputs for the six months ended June 30, 2024 as follows:
| | | | | |
| Balance at December 31, 2023 | $ | 2,119,834 | |
| Fair value at issuance | - | |
| Accretion of liability | 1,091,356 | |
| Payout of post combination compensation | (706,654) | |
| Change in fair value | 356,279 | |
| Balance at June 30, 2024 | $ | 2,860,815 | |
The Monte Carlo assumptions and inputs (which are Level 3 inputs) are as follows for the six months ended June 30, 2025 and 2024 are as follows:
| | | | | | | | | | | | | | |
| June 30 2025 | | |
| Significant Input | | Weighted Average Input | | Input Range |
| Discount rate for credit risk and time value | | 5.36% | | 5.2% to 5.9% |
| Discount rate for future profit after tax | | 15.36% | | 11.7% to 21.4% |
| Expected volatility of future annual profit after tax | | 31.26% | | 30.0% to 35.0% |
| Forecasted growth rate | | 12.77% | | 2.6% to 55.6% |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
| | | | | | | | | | | | | | |
June 30 2024 | | |
| Significant Input | | Weighted Average Input | | Input Range |
| Discount rate for credit risk and time value | | 5.70% | | 5.2% to 6.5% |
| Discount rate for future profit after tax | | 16.22% | | 12.0% to 21.7% |
| Expected volatility of future annual profit after tax | | 33.39% | | 28.0% to 38.0% |
| Forecasted growth rate | | 11.05% | | 4.9% to 57.6% |
Financial Instruments that are not Measured at Fair Value on a Recurring Basis
The Notes Payable of the Company are subject to a variable interest rate and as such, the carrying amount closely approximates the fair value of this instrument.
Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis
Certain non-financial assets are measured at fair value on a nonrecurring basis, primarily goodwill, intangible assets (Level 3 fair value measurements) and right-of-use lease assets (Level 2 fair value measurement). Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment.
NOTE 17. ACQUISITION
On January 24, 2025, the Company entered into a binding agreement ("TrailRunner Agreement") to acquire TrailRunner International LLC and its international entities (collectively, the “TrailRunner Seller” or "TrailRunner"), a Texas-based global communications advisory firm. At the closing of the transaction, the Company agreed to pay the TrailRunner Seller cash in the amount of approximately $28,208,000 and issue 593,228 shares of the Company’s common stock to the TrailRunner Seller at an aggregate fair value of approximately $5,233,000.
In addition, there are additional contingent payments that the TrailRunner Seller can earn in the future depending on certain operating results that are achieved. The total additional amount of consideration that the Company could be required to pay to the TrailRunner Seller is $37,000,000. The Company remitted the funds to the TrailRunner Seller on March 31 2025 but the effective date of the transaction was April 1, 2025.
Reasons for the acquisition
The Company acquired TrailRunner to expand the Company's ability to provide a distinct suite of corporate communication capabilities and enhance its global footprint. TrailRunner has eight office locations across the United States, United Kingdom, Middle East, and Asia.
Accounting for the acquisition
The acquisition of TrailRunner was accounted for as a business combination and reflects the application of acquisition accounting in accordance with ASC 805, Business Combinations ("ASC 805"). The acquired assets, including identifiable intangible assets and liabilities assumed, have been recorded at their estimated fair values.
Purchase consideration
The Company determined that certain consideration provided to TrailRunner does not qualify as purchase consideration in accordance with the guidance of ASC 805. The Company determined that the purchase consideration consists of the amount of cash and share payments owed to TrailRunner that are not subject to a
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
vesting or claw back provision that is directly linked to the continued employment of the TrailRunner Seller. The total preliminary purchase consideration consisted of the following amounts as of June 30, 2025:
| | | | | | | | |
| Cash paid | | (18,607,114) | |
| Common stock issued | | (1,190,012) | |
| Contingent consideration | | (2,482,942) | |
| Total | | $ | (22,280,068) | |
The contingent consideration allocated as purchase consideration consists of the amount of the estimated fair value of the projected future payments that are not subject to vesting or claw back provisions tied to continued employment.
Preliminary purchase price allocation
The purchase price allocation is preliminary and subject to change during its measurement period. The Company has not yet completed its evaluation and determination of certain assets acquired and liabilities assumed, primarily (i) the final valuation of intangible assets, and (ii) the final assessment and valuation of certain other assets acquired and liabilities assumed which could also impact goodwill during the measurement period. Although not expected to be significant, such adjustments may result in changes in the valuation of assets and liabilities acquired.
The preliminary allocation of the purchase consideration resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the purchase date of April 1, 2025, based on their respective estimated fair values is summarized below:
| | | | | | | | |
| Cash acquired | | $ | 84,840 | |
| Accounts receivable | | 758,439 | |
| Other current assets | | 171,891 | |
| Property and equipment | | 26,574 | |
Right of use asset | | 2,066,584 | |
| Customer relationships | | 8,864,000 | |
| Tradename | | 2,632,000 | |
| Noncompete agreements | | 786,000 | |
| Deferred tax asset | | 9,247,711 | |
Goodwill | | 80,124 | |
| Accounts payable and accrued expenses | | (371,511) | |
Operating lease liability | | $ | (2,066,584) | |
Total preliminary purchase price | | $ | 22,280,068 | |
The preliminary fair value of the identified definite-lived intangible assets was as follows:
| | | | | | | | | | | | | | |
Definite-lived | | Weighted-average useful life | | |
intangible assets | | (in years) | | Amount |
| Customer relationship | | 7 | | | $ | 8,864,000 | |
| Noncompete agreements | | 5 | | | $ | 786,000 | |
The preliminary fair value of customer relationships was determined using the income approach, which requires management to estimate a number of factors for each reporting unit, including projected future operating results and discount rates. The fair value of the trade names was determined using the relief from royalty method. The fair value of noncompete agreements was determined using an income approach method, which requires management to
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
estimate a number of factors related to the expected future cash flows of TrailRunner and the potential impact and probability of competition, assuming such noncompete agreements were not in place.
The preliminary fair value of the contingent consideration was performed using Monte Carlo simulations to estimate the achievement and amount of certain future operating results. The Monte Carlo simulations utilize estimates including; expected volatility of future operating results, discount rates applicable to future results, and expected growth rates. The table below provides the significant inputs to the calculation of the contingent consideration as of the acquisition date:
| | | | | | | | |
| Significant unobservable input | | Range |
| Discount rate for credit risk and time value | | 5.0% to 5.3% |
Discount rate applicable to future annual EBITDA | | 14.2% to 15.7% |
| Expected volatility of future annual EBITDA | | 31.0% to 33.0% |
| Forecasted growth rate | | 3.0% to 13.6% |
NOTE 18. SEGMENT REPORTING
The Company determined that its business is conducted across three reportable segments as of June 30, 2025 as follows: Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services.
•Government Relations Consulting services (which is also commonly referred to as “lobbying”) include advocacy, strategic guidance, political intelligence and issue monitoring at the US federal and state levels and in the United Kingdom through our offices in London;
•Corporate Communications & Public Affairs Consulting services include crisis communications, financial communications and investor relations, litigation support, community relations, social and digital media, public opinion research, branding and messaging, and relationship marketing, across the United States and internationally through our offices in London, Shanghai, Abu Dhabi, and Dubai; and
•Compliance and Insights Services include lobbying compliance services and legislative tracking.
The Chief Operating Decision Maker ("CODM"), being its Chief Executive Officer, is not regularly provided assets on a segment basis since it is not used to allocate resources and assess performance for each of the segments; therefore, total segment assets have not been disclosed. In addition, for the three and six months ended June 30, 2025 and 2024, revenues in each of the three segments were primarily attributable the United States operations as there were no other countries from which the Company derived segment revenues that exceeded 10% of that segment.
The following tables present segment information by revenues, significant expenses consisting of staff costs and non-staff costs and Adjusted Pre-Bonus EBITDA by segment, and a reconciliation to the consolidated net loss before income taxes for each of the three and six months ended June 30, 2025 and 2024.
For the three and six months ended June 30, 2024, the segment information has been recast to conform to the 2025 segment information.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, 2025 |
| Government Relations Consulting | | Corporate Communications & Public Affairs Consulting | | Compliance and Insights Services | | Total |
| Revenue | $ | 27,301,131 | | | $ | 18,143,750 | | | $ | 3,143,024 | | | $ | 48,587,905 | |
| Costs and expenses: | | | | | | | |
| Staff costs | 12,297,149 | | | 10,407,747 | | | 1,263,943 | | | 23,968,839 | |
| Non-staff costs | 2,258,662 | | | 2,731,132 | | | 146,611 | | | 5,136,405 | |
| Segment Adjusted Pre-Bonus EBITDA | 12,745,320 | | 5,004,871 | | 1,732,470 | | 19,482,661 |
| Reconciliation to net loss before income taxes: | | | | | | | |
| Unallocated bonuses | | | | | | | (3,745,232) | |
| Unallocated corporate level expenses | | | | | | | (2,965,896) | |
| Depreciation | | | | | | | (52,989) | |
| Share-based accounting charge | | | | | | | (7,394,000) | |
| Post-combination compensation charges | | | | | | | (5,335,506) | |
| Long term incentive program charges | | | | | | | (1,528,164) | |
| Change in contingent consideration | | | | | | | (1,693,029) | |
| Amortization of intangibles | | | | | | | (1,664,631) | |
| Loss from operations | | | | | | | (4,896,786) | |
| Gain on bargain purchase | | | | | | | - | |
| Interest, net | | | | | | | (835,769) | |
| Other expense | | | | | | | (22,275) | |
| Net loss before income taxes | | | | | | | (5,754,830) | |
| Income tax expense | | | | | | | (24,351) | |
| Net loss after income taxes | | | | | | | $ | (5,730,479) | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, 2024 |
| Government Relations Consulting | | Corporate Communications & Public Affairs Consulting | | Compliance and Insights Services | | Total |
| Revenue | 25,500,026 | | | 8,335,636 | | | 2,666,810 | | | $ | 36,502,472 | |
| Costs and expenses: | | | | | | | |
| Staff costs | 11,661,648 | | | 5,942,522 | | | 1,205,526 | | | 18,809,696 | |
| Non-staff costs | 1,965,423 | | | 1,448,352 | | | 149,942 | | | 3,563,717 | |
| Segment Adjusted Pre-Bonus EBITDA | $ | 11,872,955 | | | $ | 944,762 | | | $ | 1,311,342 | | | $ | 14,129,059 | |
| Reconciliation to net loss before income taxes: | | | | | | | |
| Unallocated bonuses | | | | | | | (393,170) | |
| Unallocated corporate level expenses | | | | | | | (4,301,066) | |
| Depreciation | | | | | | | (32,521) | |
| Share-based accounting charge | | | | | | | (7,597,000) | |
| Post-combination compensation charges | | | | | | | (2,990,797) | |
| Long term incentive program charges | | | | | | | (845,000) | |
| Change in contingent consideration | | | | | | | (1,635,577) | |
| Amortization of intangibles | | | | | | | (1,098,902) | |
| Loss from operations | | | | | | | (4,764,974) | |
| Gain on bargain purchase | | | | | | | 2,355,927 | |
| Interest, net | | | | | | | (271,070) | |
| Net loss before income taxes | | | | | | | (2,680,117) | |
| Income tax expense | | | | | | | 2,485,798 | |
| Net loss after income taxes | | | | | | | $ | (5,165,915) | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Six months ended June 30, 2025 |
| Government Relations Consulting | | Corporate Communications & Public Affairs Consulting | | Compliance and Insights Services | | Total |
Revenue | $ | 53,464,933 | | | $ | 28,156,458 | | | $ | 6,277,362 | | | $ | 87,898,753 | |
| Costs and expenses: | | | | | | | |
| Staff costs | 24,898,080 | | | 16,727,586 | | | 2,586,231 | | | 44,211,897 | |
| Non-staff costs | 4,324,586 | | | 4,185,829 | | | 286,267 | | | 8,796,682 | |
| Segment Adjusted Pre-Bonus EBITDA | 24,242,267 | | | 7,243,043 | | | 3,404,864 | | | 34,890,174 | |
| Reconciliation to net loss before income taxes: | | | | | | | |
| Unallocated bonuses | | | | | | | (6,882,805) | |
| Unallocated corporate level expenses | | | | | | | (6,815,236) | |
| Depreciation | | | | | | | (92,921) | |
| Share-based accounting charge | | | | | | | (14,837,900) | |
| Post-combination compensation charges | | | | | | | (8,775,569) | |
| Long term incentive program charges | | | | | | | (2,651,000) | |
| Change in contingent consideration | | | | | | | (2,676,344) | |
| Amortization of intangibles | | | | | | | (2,956,261) | |
| Loss from operations | | | | | | | (10,797,862) | |
| Interest, net | | | | | | | (1,437,834) | |
Other expense | | | | | | | (22,275) | |
| Net loss before income taxes | | | | | | | (12,257,971) | |
| Income tax expense | | | | | | | 4,088,000 | |
| Net loss after income taxes | | | | | | | $ | (16,345,971) | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Six months ended June 30, 2024 |
| Government Relations Consulting | | Corporate Communications & Public Affairs Consulting | | Compliance and Insights Services | | Total |
Revenue | $ | 50,329,291 | | | $ | 15,537,284 | | | $ | 5,267,320 | | | $ | 71,133,895 | |
| Costs and expenses: | | | | | | | |
| Staff costs | 23,271,146 | | | 10,941,403 | | | 2,399,577 | | | 36,612,126 | |
| Non-staff costs | 3,920,859 | | | 2,750,206 | | | 311,653 | | | 6,982,718 | |
| Segment Adjusted Pre-Bonus EBITDA | 23,137,286 | | | 1,845,675 | | | 2,556,090 | | | 27,539,051 | |
| Reconciliation to net loss before income taxes: | | | | | | | |
| Unallocated bonuses | | | | | | | (3,393,606) | |
| Unallocated corporate level expenses | | | | | | | (6,905,347) | |
| Depreciation | | | | | | | (62,519) | |
| Share-based accounting charge | | | | | | | (15,194,000) | |
| Post-combination compensation charges | | | | | | | (5,120,298) | |
| Long term incentive program charges | | | | | | | (1,363,000) | |
| Change in contingent consideration | | | | | | | (2,263,577) | |
| Amortization of intangibles | | | | | | | (2,075,166) | |
| Loss from operations | | | | | | | (8,838,462) | |
| Gain on bargain purchase | | | | | | | 2,463,927 | |
| Interest, net | | | | | | | (499,999) | |
| Net loss before income taxes | | | | | | | (6,874,534) | |
| Income tax expense | | | | | | | 3,706,956 | |
| Net loss after income taxes | | | | | | | $ | (10,581,490) | |
NOTE 19. SUBSEQUENT EVENTS
During July 2025, the Company entered into term note agreement with certain employees of totaling $500,000.
On August 1, 2025, the Company acquired Pine Cove Capital, LLC, a premier Texas-based strategic consulting firm for an initial consideration of $3.0 million and a total potential consideration of $13.0 million.
Report of Independent Registered Public Accounting Firm
To the Shareholders, Board of Directors, and Audit Committee of
Public Policy Holding Company, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Public Policy Holding Company, Inc. and Subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Forvis Mazars, LLP
We have served as the Company’s auditor since 2024.
Tysons, Virginia
June 6, 2025
(Except for a) the determination of earnings per share in the Consolidated Statements of Operations and Comprehensive Loss and the presentation of share counts in the Consolidated Statements of Stockholders’ Equity as discussed in Notes 1 and 12, and the subsequent events discussed in Note 13 as to which the date is September 3, 2025; and b) the effects of the reverse stock split discussed in Note 1 as to which the date is October 10, 2025.)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Audit Committee of
Public Policy Holding Company, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Public Policy Holding Company, Inc. and Subsidiaries (the “Company”) as of December 31, 2023, and the related consolidated statements of operations, and comprehensive loss, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of their operations and their cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ MN Blum LLC
We have served as the Company’s auditor since 2017.
Rockville, Maryland
May 14, 2025
(Except for the determination of earnings per share in the Consolidated Statements of Operations and Comprehensive Loss, number of shares in the Consolidated Statements of Stockholders’ Equity, and Notes 1, 2, 12 and 13 and the effects of the reverse stock split as to which the date is October 9, 2025)
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
| | | | | | | | | | | |
| As of December 31, |
| 2024 | | 2023 |
| Assets | | | |
| Current assets: | | | |
| Cash | $ | 14,535,943 | | | $ | 14,341,376 | |
| Contract receivables, net | 18,284,530 | | | 14,063,469 | |
| Amounts due from related parties | — | | | 1,054,231 | |
| Notes receivable - related parties, current portion | 863,000 | | | 350,000 | |
| Income taxes receivable | 3,185,120 | | | 975,050 | |
| Prepaid post-combination compensation, current portion | 6,070,073 | | | 3,426,318 | |
| Prepaid expenses and other current assets | 2,726,320 | | | 2,694,149 | |
| Total current assets | 45,664,986 | | | 36,904,593 | |
| Property and equipment, net | 750,620 | | | 801,355 | |
| Notes receivable - related parties, long term | 1,050,000 | | | 1,913,000 | |
| Operating lease right of use asset | 18,428,307 | | | 21,434,360 | |
| Goodwill | 64,308,106 | | | 47,909,832 | |
| Other intangible assets, net | 32,143,666 | | | 26,869,331 | |
| Deferred income tax asset | 11,037,500 | | | 7,737,200 | |
| Prepaid post-combination compensation, long term | 888,184 | | | 3,954,034 | |
| Other long-term assets | 189,085 | | | 162,473 | |
| Total Assets | $ | 174,460,454 | | | $ | 147,686,178 | |
| Liabilities and Stockholders' Equity | | | |
| Current liabilities: | | | |
| Accounts payable and accrued expenses | 20,044,302 | | | 18,593,014 | |
| Amounts owed to related parties | 556,396 | | | — | |
| Deferred revenue | 3,149,957 | | | 2,197,220 | |
| Operating lease liability, current portion | 4,826,715 | | | 4,181,155 | |
| Contingent consideration, current portion | 2,092,597 | | | 1,444,110 | |
| Other liability, current portion | 1,134,675 | | | 534,540 | |
| Notes payable, current portion, net | 6,031,204 | | | 3,370,421 | |
| Total current liabilities | 37,835,846 | | | 30,320,460 | |
| Notes payable, long term, net | 26,014,133 | | | 7,570,951 | |
| Contingent consideration, long term | 8,803,464 | | | 5,475,515 | |
| Other liability, long term | 3,744,925 | | | 1,585,294 | |
| Operating lease liability, long term | 16,807,668 | | | 20,665,349 | |
| Total liabilities | $ | 93,206,036 | | | $ | 65,617,569 | |
| Stockholders' equity: | | | |
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 24,017,599 and 23,054,393 shares issued and outstanding, respectively | 22,800 | | | 21,909 | |
| Additional paid-in capital | 197,488,684 | | | 156,971,777 | |
| Accumulated deficit | (115,721,104) | | | (74,925,077) | |
| Accumulated other comprehensive loss | (535,962) | | | — | |
| Total stockholders’ equity | 81,254,418 | | | 82,068,609 | |
| Total liabilities and stockholders' equity | $ | 174,460,454 | | | $ | 147,686,178 | |
The accompanying notes to the consolidated financial statements are an integral part of these statements.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Loss
| | | | | | | | | | | |
| For the years ended December 31, |
| 2024 | | 2023 |
| Revenue | $ | 149,563,307 | | | $ | 134,985,822 | |
| Operating expenses: | | | |
| Salaries and other personnel costs | 126,640,247 | | | 111,566,811 | |
| Office and other direct costs | 5,650,855 | | | 5,063,856 | |
| Cost of services | 132,291,102 | | | 116,630,667 | |
General and administrative expense | 26,836,517 | | | 23,442,922 | |
| Mergers and acquisitions expense | 2,433,833 | | | 308,160 | |
| Depreciation and amortization expense | 4,244,727 | | | 3,529,263 | |
| Change in fair value of contingent consideration | 1,909,750 | | | 1,711,235 | |
| Total operating expenses | 167,715,929 | | | 145,622,247 | |
| Loss from operations | (18,152,622) | | | (10,636,425) | |
| Gain on bargain purchase | 2,463,927 | | | 4,835,777 | |
| Interest income | 176,537 | | | 17,955 | |
| Interest expense | (1,899,986) | | | (958,779) | |
| Net loss before income taxes | (17,412,144) | | | (6,741,472) | |
| Income tax expense | 6,544,800 | | | 7,502,800 | |
| Net loss | $ | (23,956,944) | | | $ | (14,244,272) | |
| Net loss per share attributable to common stockholders, basic and diluted (revised) | $ | (2.34) | | | $ | (2.52) | |
| Weighted average common shares outstanding: | | | |
Basic and diluted (revised) | 13,409,160 | | | 9,325,231 | |
| | | |
| Comprehensive loss: | | | |
| Net loss | $ | (23,956,944) | | | $ | (14,244,272) | |
| Foreign currency translation loss | (535,962) | | | — | |
Total comprehensive loss | $ | (24,492,906) | | | $ | (14,244,272) | |
The accompanying notes to the consolidated financial statements are an integral part of these statements.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Loss | | Total Stockholders’ Equity |
| Shares (Revised) | | Amount | | | | | | | | |
Balance as of December 31, 2022 | 21,869,296 | | | $ | 21,605 | | | $ | 120,800,045 | | | $ | (44,836,562) | | | $ | — | | | $ | 75,985,088 | |
| Issuance of common stock for acquisition | 153,481 | | | 154 | | | 1,231,846 | | | — | | | — | | | 1,232,000 | |
| Forfeiture of unvested restricted stock | (13,916) | | | (14) | | | (56) | | | 70 | | | — | | | — | |
| Issuance of unvested legally outstanding shares | 1,045,532 | | | — | | | | | | | | | |
| Vesting of restricted stock awards | — | | | 164 | | | 656 | | | (820) | | | — | | | — | |
| Dividends | — | | | — | | | — | | | (15,843,493) | | | — | | | (15,843,493) | |
| Long term incentive program charges | — | | | — | | | 2,506,000 | | | — | | | — | | | 2,506,000 | |
Share-based accounting charge retained pre-UK IPO shares | — | | | — | | | 30,904,000 | | | — | | | — | | | 30,904,000 | |
| Post-combination compensation charge-shares | — | | | — | | | 1,529,286 | | | — | | | — | | | 1,529,286 | |
| Net loss | — | | | — | | | — | | | (14,244,272) | | | — | | | (14,244,272) | |
Balance as of December 31, 2023 | 23,054,393 | | | $ | 21,909 | | | $ | 156,971,777 | | | $ | (74,925,077) | | | $ | — | | | $ | 82,068,609 | |
| Long term incentive program charges | — | | | — | | | 3,784,000 | | | — | | | — | | | 3,784,000 | |
| Dividends | — | | | — | | | — | | | (16,835,962) | | | — | | | (16,835,962) | |
| Issuance of unvested legally outstanding shares | 537,054 | | | — | | | — | | | — | | | — | | | — | |
| Vesting of stock issued from Multistate acquisition | — | | | 187 | | | 750 | | | (937) | | | — | | | — | |
| Vesting of stock issued from KP Public Affairs acquisition | — | | | 98 | | | 394 | | | (492) | | | — | | | — | |
| Vesting of stock issued from Engage acquisition | — | | | 65 | | | 260 | | | (325) | | | — | | | — | |
| Vesting of stock issued to consultant | — | | | 13 | | | 50 | | | (63) | | | — | | | — | |
Vesting of restricted stock awards | — | | | 102 | | | 410 | | | (512) | | | — | | | — | |
Vesting of restricted stock units | 158,337 | | | 158 | | | 634 | | | (792) | | | — | | | — | |
| Common stock issued to Multistate as settlement of contingent consideration | 88,287 | | | 88 | | | 690,912 | | | — | | | — | | | 691,000 | |
| Issuance of common stock for acquisition | 179,528 | | | 180 | | | 1,443,140 | | | — | | | — | | | 1,443,320 | |
| Post-combination compensation charge-shares | — | | | — | | | 2,792,757 | | | — | | | — | | | 2,792,757 | |
Share-based accounting charge retained pre-UK IPO shares | — | | | — | | | 31,803,600 | | | — | | | — | | | 31,803,600 | |
| Foreign currency translation loss | — | | | — | | | — | | | — | | | (535,962) | | | (535,962) | |
| Net loss | — | | | — | | | — | | | (23,956,944) | | | — | | | (23,956,944) | |
Balance as of December 31, 2024 | 24,017,599 | | | $ | 22,800 | | | $ | 197,488,684 | | | $ | (115,721,104) | | | $ | (535,962) | | | $ | 81,254,418 | |
The accompanying notes to the consolidated financial statements are an integral part of these statements.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
| | | | | | | | | | | |
| For the years ended December 31, |
| 2024 | | 2023 |
| Cash flows from operating activities: | | | |
| Net loss | $ | (23,956,944) | | | $ | (14,244,272) | |
| Adjustments to reconcile net loss to net cash provided by operating activities: | | | |
| Depreciation | 136,121 | | | 119,688 | |
| Amortization expense - intangibles | 4,671,178 | | | 3,878,386 | |
| Amortization of right of use assets | 4,070,635 | | | 3,725,388 | |
| Amortization of prepaid post-combination compensation | 5,061,895 | | | 3,081,000 | |
| Accretion of other liability | 3,742,313 | | | 1,684,774 | |
| Amortization of debt discount | 181,596 | | | 125,203 | |
| Provision for deferred income taxes | (1,294,100) | | | (367,400) | |
Share-based accounting charge retained pre-UK IPO shares | 31,803,600 | | | 30,904,000 | |
| Long-term incentive program charges | 4,162,000 | | | 2,648,000 | |
| Post-combination compensation charge-shares | 2,792,757 | | | 1,529,286 | |
| Change in fair value of contingent consideration | 1,909,750 | | | 1,711,235 | |
| Gain on bargain purchase | (2,463,927) | | | (4,835,777) | |
| (Increase) decrease in: | | | |
| Accounts receivable, net | (3,117,809) | | | (2,478,202) | |
| Prepaid post-combination expense | (4,639,800) | | | (9,504,000) | |
| Prepaid expenses and other assets | 572,613 | | | (570,601) | |
| Increase (decrease) in: | | | |
| Accounts payable and accrued expenses | (2,052,883) | | | 6,114,690 | |
| Income taxes payable/receivable | (2,218,740) | | | (5,192,760) | |
| Deferred revenue | 958,600 | | | (5,345,073) | |
| Contingent consideration | (268,563) | | | (42,600) | |
| Operating lease liability | (4,276,703) | | | (3,044,269) | |
| Other liability | (981,750) | | | (1,821,600) | |
| Transactions with members/related parties | 1,610,627 | | | 2,159,517 | |
Net cash provided by operating activities | 16,402,466 | | | 10,234,613 | |
| Cash flows from investing activities: | | | |
| Purchases of property and equipment | (55,854) | | | (232,730) | |
| Proceeds issued for notes receivable - related parties | — | | | (1,750,000) | |
| Proceeds received for notes receivable - related parties | 350,000 | | | — | |
| Cash paid for acquisitions, net of cash acquired | (19,783,750) | | | (8,096,000) | |
Net cash used in investing activities | (19,489,604) | | | (10,078,730) | |
| Cash flows from financing activities: | | | |
| Proceeds from notes payable | 25,000,000 | | | 14,000,000 | |
| Payment of debt issuance costs | (214,992) | | | (450,729) | |
| Proceeds from line of credit | — | | | 1,000,000 | |
| Payment of line of credit | — | | | (1,000,000) | |
| Principal payment of notes payable | (3,862,639) | | | (2,943,741) | |
| Payment of contingent consideration | (749,687) | | | (1,779,000) | |
| Dividends | (16,835,962) | | | (15,843,493) | |
Net cash provided by (used in) financing activities | 3,336,720 | | | (7,016,963) | |
| Effect of exchange rate changes on cash and cash equivalents | (55,015) | | | — | |
| Net increase (decrease) in cash and cash equivalents | 194,567 | | | (6,861,080) | |
| Cash and cash equivalents as of beginning of period | 14,341,376 | | | 21,202,456 | |
Cash and cash equivalents as of end of period | $ | 14,535,943 | | | $ | 14,341,376 | |
| | | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
| | | | | | | | | | | |
| For the years ended December 31, |
| 2024 | | 2023 |
| | | |
| Supplemental disclosure of cash flow information: | | | |
| Cash paid for interest | $ | 1,718,390 | | | $ | 833,576 | |
| Cash paid for income taxes | 10,048,970 | | | 12,427,539 | |
| Right of use assets obtained with lease liabilities | 1,064,582 | | | 8,858,106 | |
| Contingent consideration issued for acquisitions | 3,798,077 | | | 2,784,990 | |
| Common stock issued for acquisitions | 1,443,320 | | | 1,232,000 | |
| Increase in deferred revenue and other assets from acquisition of Multistate, Inc. | — | | | 4,681,404 | |
| Stock issued for settlement of contingent consideration | 691,000 | | | — | |
The accompanying notes to the consolidated financial statements are an integral part of these statements.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization and basis of presentation
Public Policy Holding Company, Inc. ("PPHC-Inc.") was incorporated on February 4, 2021. From PPHC-Inc.'s incorporation until December 10, 2021 (the "Conversion Date"), all of the issued and outstanding shares of stock of PPHC-Inc. were owned by Public Policy Holding Company, LLC ("PPHC-LLC"), which (i) was organized as a Delaware limited liability company on July 1, 2014, and (ii) owned certain wholly-owned operating subsidiaries, all organized as Delaware limited liability companies (the "Subsidiaries," and collectively with PPHC-Inc., the "Company"). On the Conversion Date, PPHC-LLC contributed and assigned substantially all of its assets and liabilities (including all of the Subsidiaries, but excluding certain specified assets and liabilities) to PPHC-Inc. in exchange for the issuance by PPHC-Inc. of 20,000,000 shares (the "Contribution Shares") of Common Stock, par value $0.001 per share ("Common Stock") of PPHC-Inc. Pursuant to a formula approved by the Executive Board and General Board of PPHC-LLC (the "Waterfall"), PPHC-LLC then liquidated and distributed the Contribution Shares to each of PPHC-LLC's owners who (other than The Alpine Group, Inc.), in turn, distributed such shares to their respective owners in accordance with the Waterfall (collectively, the "Company Conversion").
The Company provides consulting services in the areas of Government Relations, Public Affairs and Compliance and Insights Services, primarily in the US. With the acquisition of Pagefield Communications Limited ("Pagefield"), the Company has expanded its capabilities to the United Kingdom and parts of Europe. As of December 31, 2024, the Company conducts its business through ten individual member companies.
The Company has prepared the accompanying consolidated financial statements in conformity with generally accepted accounting principles in the United States of America ("GAAP"). Such consolidated financial statements reflect all adjustments that are, in management's opinion, necessary, and are presented in United States Dollars ("USD"). All intercompany transactions and balances have been eliminated in consolidation.
The functional currency of Pagefield is the British pound sterling ("GBP"). The assets and liabilities of Pagefield are translated to USD at period end exchange rates, while statements of operations accounts are translated at the average exchange rate during the period. Stockholders' equity accounts are translated at their historical exchange rate. The effects of foreign currency translation adjustments are included in other comprehensive loss, which is a component of accumulated other comprehensive loss in stockholders' equity.
Reverse Stock Split
On September 29, 2025 , the Company’s Board of Directors approved an amendment to the Company's amended and restated certificate of incorporation to effect a reverse stock split of the Company’s Common Stock, including all unvested Common Stock, at a ratio of one share for every five shares (the “Reverse Stock Split”). The Reverse Stock Split was effective on October 2, 2025. The authorized number of shares, and par value per share, of Common Stock are not effected the Reverse Stock Split. Under the terms of the Reverse Stock Split, the number of shares awarded, issuable upon exercise of options awarded or issued or issuable pursuant to other equity awards under the Company’s existing omnibus incentive plan, and the exercise price of such options, have been adjusted on a pro rata basis. For all periods presented, all references to shares, options to purchase common stock, share amounts, per share amount, and related information contained in the consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split.
Principles of consolidation
The accompanying consolidated financial statements include the accounts of Public Policy Holding Company Inc. and its domestic and international controlled subsidiaries that are not considered variable interest entities, the Company does not have entities meeting the definition of variable interest entities. Intercompany balances and transactions have been eliminated in consolidation.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
Revision of Previously Issued Financial Statement for Correction of Immaterial Errors
In July 2025, the Company determined that previously filed annual financial statements had an immaterial error in its earnings per share calculation resulting from the inclusion of certain unvested Pre-UK IPO shares in the basic earnings per share calculation and the Company was also not appropriately applying the two-class method to calculate Basic and Diluted earnings per share in accordance with ASC 260. As a result, earnings per share calculations have been revised for the years ended December 31, 2024 and 2023. The application of the two-class method results in an adjustment to the numerator (net loss attributable to common stockholders) for dividends paid to unvested participating shareholders.
The Company assessed the materiality of this revision in accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” (ASC Topic 250, Accounting Changes and Error Corrections). Based on this assessment, the Company concluded that this error correction in its Consolidated Statements of Operations and Comprehensive Loss and Note 1 - Organization and Summary of Significant Accounting Policies (Basic and diluted earnings (loss) per share) is not material to any previously presented financial statements based upon overall considerations of both quantitative and qualitative factors. In concluding this error was immaterial the Company considered factors such as the capital structure of the Company, the impact to key performance metrics presented to external investors, executive remuneration and the pervasiveness of the error within the annual financial statements, amongst others. The corrections had no impact in the Consolidated Balance Sheet, Statements of Cash Flows, or Statement of Changes in Stockholders’ Equity. Further, the immaterial correction did not result in a change in operating losses or net loss in the Statement of Operations.
| | | | | | | | | | | | | | | | | |
| As previously reported | | Adjustment | | As revised |
| For the year ended December 31, 2023 | | | | | |
Net loss per share - basic and diluted: | | | | | |
| Net loss per share - basic and diluted | $ | (0.66) | | | $ | (1.86) | | | $ | (2.52) | |
| Net loss attributable to common stockholders | $ | (14,244,272) | | | $ | (9,291,707) | | | $ | (23,535,979) | |
| Shares used to compute basic and diluted net loss per share | 21,721,227 | | (12,395,996) | | | 9,325,231 |
| | | | | |
| For the year ended December 31, 2024 | | | | | |
Net loss per share - basic and diluted: | | | | | |
| Net loss per share - basic and diluted | $ | (1.07) | | | $ | (1.27) | | | $ | (2.34) | |
| Net loss attributable to common stockholders | $ | (23,956,944) | | | $ | (7,396,023) | | | $ | (31,352,967) | |
| Shares used to compute basic and diluted net loss per share | 22,365,365 | | (8,956,205) | | | 13,409,160 |
Based on the Company's determination above, the presentation of shares outstanding in the Consolidated Statement of Stockholders' Equity has been revised. The previously reported amounts reflected a combination of those shares that were legally outstanding, and fully vested, and Retained Pre-UK IPO Shares that were unvested. The Company has determined that the appropriate presentation should include all legally issued and outstanding
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
shares, irrespective of vesting status. This change in presentation resulted in the following adjustments to previously reported amounts:
| | | | | | | | | | | | | | | | | |
| Common Stock |
| As previously reported | | Adjustment | | Revised |
| Balance as of December 31, 2022 | 21,604,878 | | | 264,418 | | | 21,869,296 | |
| Issuance of common stock for acquisition | 153,481 | | | — | | | 153,481 | |
| Forfeiture of unvested restricted stock | (13,916) | | | — | | | (13,916) | |
| Issuance of unvested legally outstanding shares | 164,002 | | | 881,530 | | | 1,045,532 | |
| Vesting of restricted stock awards | — | | | — | | | — | |
| Balance as of December 31, 2023 | 21,908,445 | | 1,145,948 | | 23,054,393 |
| Issuance of unvested legally outstanding shares | — | | | 537,054 | | | 537,054 | |
| Vesting of stock issued from Multistate acquisition | 187,315 | | | (187,315) | | | — | |
| Vesting of stock issued from KP Public Affairs acquisition | 98,498 | | | (98,498) | | | — | |
| Vesting of stock issued from Engage acquisition | 64,974 | | | (64,974) | | | — | |
| Vesting of stock issued to consultant | 12,694 | | | (12,694) | | | — | |
Vesting of restricted stock units | — | | | 158,337 | | | 158,337 | |
| Vesting of restricted stock units and restricted stock awards | 260,716 | | | (260,716) | | | — | |
| Common stock issued to Multistate as settlement of contingent consideration | 88,287 | | | — | | | 88,287 | |
| Issuance of common stock for acquisition | 179,528 | | | — | | | 179,528 | |
| Balance as of December 31, 2024 | 22,800,457 | | | 1,217,142 | | | 24,017,599 | |
Revenue recognition
The Company generates the majority of its revenue by providing consulting services through fixed-fee arrangements related to Government Relations, Public Affairs and Compliance and Insights Services. The Company's general practice is to establish a contract with a client with a fixed monthly payment at the beginning of each month for the month's service to be performed.
Revenue is recognized when control of services provided are transferred to customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services using the following steps: 1) identify the contract, 2) identify the performance obligations, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize revenue as or when the Company satisfies the performance obligations.
A significant portion of the Company’s contracts with customers have termination clauses that give the customer the right to terminate the contract without cause with one month's notice without any substantial penalty. As such, the Company believes such contracts should be treated as a month-to-month contract as this reflects the non-cancelable period of performance. The parties do not have enforceable rights and obligations beyond the month (or months) of services already performed. The Company's contracts generally do not contain a material right.
Most of the consulting service contracts are based on one of the following types of contract arrangements:
Fixed-fee arrangements, (“Retainer” and “Compliance and Insights Services”) require the client to pay a fixed fee in exchange for a predetermined set of professional services. Retainer contracts generally comprise of a single stand-ready performance obligation for consulting services. The Company recognizes Retainer revenue over time by measuring the progress toward complete satisfaction of the performance obligation. Compliance and Insights Services generally comprise of a single performance obligation recognized over-time.
Additional services include items such as 1) advertisement placement and management, 2) video production, 3) website development and 4) research services, in which third-party companies may be engaged to achieve specific
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
business objectives. These services are either in a separate contract or within the fixed-fee consulting contract, in which the Company usually receives a markup on the cost incurred by the Company. Generally these contracts are less than 12 months in length. The Company recognizes revenues earned to date in an amount that is probable or unlikely to reverse. The Company utilizes an output method to measure progress toward complete satisfaction of the performance obligation, recognizing revenue based on the services delivered to the customer to date as a proportion of the total services promised in the contract. This approach reflects the transfer of control to the customer, as the customer receives and consumes the benefits of each service as it is performed. Any out-of-pocket administrative expenses incurred are billed at cost.
In determining the method and amount of revenue to recognize, the Company has to make judgments and estimates. Specifically, complex arrangements with nonstandard terms and conditions may require management's judgment in interpreting the contract to determine the appropriate accounting, including whether the promised services specified in an arrangement are distinct performance obligations and should be accounted for separately, and how to allocate the transaction price, including any variable consideration, to the separate performance obligations. When a contract contains multiple performance obligations, the Company allocates the transaction price to each performance obligation based on its estimate of the stand-alone selling price. Other judgments include determining whether performance obligations are satisfied over-time or at a point-in-time and the selection of the method to measure progress towards completion.
Certain services provided by the Company include the utilization of a third party in the delivery of those services. These services are primarily related to the production of an advertising campaign or media buying services. The Company has determined that it acts as an agent and is solely arranging for the third parties to provide services to the customer. Specifically, the Company does not control the specified services before transferring those services to the customer, is not primarily responsible for the performance of the third-party services, nor can the Company redirect those services to fulfill any other contracts. The Company does not have discretion in establishing the third-party pricing in its contracts with customers. For these performance obligations for which the Company acts as an agent, the Company records revenue as the net amount of the gross billings less amounts remitted to the third party.
The following table provides disaggregated revenue by revenue type for the years ended December 31, 2024 and 2023:
| | | | | | | | | | | |
| 2024 | | 2023 |
| Government relations revenue | $ | 102,463,869 | | | $ | 95,476,619 | |
| Public affairs revenue | 36,405,430 | | | 32,256,518 | |
Compliance and Insights Services revenue | 10,694,008 | | | 7,252,685 | |
| Total revenue | $ | 149,563,307 | | | $ | 134,985,822 | |
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers as of December 31:
| | | | | | | | | | | |
| 2024 | | 2023 |
| Accounts receivable | $ | 19,161,501 | | | $ | 14,248,444 | |
| Unbilled receivables | 225,073 | | | 609,163 | |
| Allowance for credit losses | (1,102,044) | | | (794,138) | |
| Total contract receivables, net | $ | 18,284,530 | | | $ | 14,063,469 | |
| Contract liabilities (deferred revenue) | $ | 3,149,957 | | | $ | 2,197,220 | |
Contract liabilities relate to advance consideration received from customers under the terms of the Company's contracts primarily related to retainer fees and reimbursements of third-party expenses, both of which are generally recognized shortly after billing. Deferred revenue of approximately $3,150,000 and $2,197,000 from December 31, 2024 and 2023 is expected to be recognized as revenue in 2025 and 2024, respectively.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
The following table summarized information about the activity in the allowance for expected credit losses as follows:
| | | | | |
| Balance at December 31, 2022 | $ | 595,000 | |
| Provision for Credit Losses | 796,435 | |
| Write-off | (597,297) | |
| Balance at December 31, 2023 | $ | 794,138 | |
| Provision for Credit Losses | 1,023,816 | |
| Write-off | (715,910) | |
| Balance at December 31, 2024 | $ | 1,102,044 | |
Cost of Services
Cost of services primarily consists of salaries, bonuses, benefits, share-based award expense, amortization of developed software, and other personnel costs that are directly attributable to the Company’s client engagements, as well as real estate lease expense of the Company's member companies.
Cash and cash equivalents
The Company considers all cash investments with original maturities of three months or less to be cash equivalents. At times, the Company maintains cash accounts that exceed federally insured limits, but management does not believe that this results in any significant credit risk.
Contract receivables
The Company provides for an allowance for credit losses; it is management's best estimate of possible losses based on historical experience and specific allowances for known troubled accounts, if needed. Accounts are generally considered past due after the contracted payment terms, which are generally net 30 day terms. All accounts or portions thereof that are deemed to be uncollectible or that require an excessive collection cost are written off to the allowance for credit losses. As of December 31, 2024 and 2023 the balance of the allowance for credit losses approximated $1,102,000 and $794,000.
Leases
The Company determines if a contract is a leasing arrangement at inception. Operating lease assets represent the Company’s right to control the use of an identified asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized on the consolidated balance sheets at the commencement date based on the present value of lease payments over the lease term. The Company uses the incremental borrowing rate on the commencement date in determining the present value of its lease payments. The Company recognizes lease expense for its operating leases on a straight-line basis over the lease term. The Company has elected the practical expedient to not separate lease and non-lease components. The Company's non-lease components generally comprise of common area maintenance services and other services based items embedded in lease contracts. Lease expense of the Company’s member companies is recorded to cost of services while the lease expense of the Company’s corporate function is recorded to general and administrative expense in the consolidated statement of operations.
The Company leases office space and equipment under non-cancelable operating leases, which may include renewal or termination options that are reasonably certain of exercise. Most leases include one or more options to renew. The exercise of lease renewal options is at the Company’s sole discretion. Certain of the Company’s lease agreements include rental payments that are adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and are expensed on a straight-line basis.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
Property and equipment
Property and equipment consist of furniture, equipment and leasehold improvements and is carried at cost less accumulated depreciation. Depreciation is provided generally on a straight-line method over the estimated useful lives of the related assets ranging from 5 to 15 years.
Business combinations
Business combinations are accounted for using the acquisition method which requires that the assets acquired and liabilities assumed be recorded as of the date of the acquisition at their respective fair values with limited exceptions. Assets acquired and liabilities assumed in a business combination that arise from contingencies are generally recognized at fair value. If fair value cannot be determined, the asset or liability is recognized if probable and reasonably estimable; if these criteria are not met, no asset or liability is recognized. Transaction costs are expensed as incurred. The operating results of the acquired business are reflected in the Company's consolidated financial statements after the date of acquisition.
Goodwill and indefinite-lived intangible assets
Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired and the indefinite-lived intangible assets which consists of trademarks. Goodwill and indefinite-lived intangible assets are not amortized but tested for impairment annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
The Company assesses goodwill for impairment at the reporting unit level. A reporting unit is an operating segment or a business one level below that operating segment if discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”).
The Company tests its goodwill and indefinite-lived intangible assets for impairment annually as of the end of the fourth quarter. For the annual impairment test, the Company has the option of assessing qualitative factors to determine whether it is more likely than not that the carrying amount of a reporting unit exceeds its fair value or performing a quantitative goodwill impairment test. Qualitative factors considered in the assessment include industry and market considerations, the competitive environment, overall financial performance, changing cost factors such as labor costs, and other factors specific to each reporting unit such as change in management or key personnel. Based on the results of the Company’s qualitative assessment, there was no goodwill of indefinite-lived intangible asset impairment for the years ended December 31, 2024 and 2023.
Other intangible assets
The Company's definite-lived intangible assets consist of customer relationships, developed technology and non-compete agreements that have been acquired through various acquisitions. The Company amortizes these assets over their estimated useful lives.
Long-lived assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for an amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company has not recorded any impairment charges related to long-lived assets for the years ended December 31, 2024 and 2023.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
Accounts payable and accrued expenses
Accounts payable and accrued expenses consist of the following as of December 31:
| | | | | | | | | | | |
| 2024 | | 2023 |
| Accounts payable | $ | 4,753,171 | | | $ | 4,348,493 | |
| Bonus payable | 9,926,791 | | | 12,389,037 | |
| Other accrued expenses | 5,364,340 | | | 1,855,484 | |
| Total | $ | 20,044,302 | | | $ | 18,593,014 | |
Marketing and advertising costs
The Company expenses marketing and advertising costs as incurred. Marketing and advertising expense for the years ended December 31, 2024 and 2023 was approximately $534,000 and $216,000, respectively.
Income taxes
The Company utilizes the asset and liability method in the Company's accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets when realization of the tax benefit is uncertain.
A valuation allowance is recorded, if necessary, to reduce net deferred taxes to their realizable values if management believes it is more likely than not that the net deferred tax assets will not be realized.
The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates are evaluated on an ongoing basis and are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. These estimates require the use of assumptions about future performance, which are uncertain at the time of estimation. As of December 31, 2024, the effects of global macroeconomic and geopolitical uncertainty on the Company’s business, results of operations and financial condition continue to evolve. As a result, many of the Company’s estimates and assumptions continue to require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in the future.
Share-based compensation
The Company accounts for its share-based compensation using the fair value method which requires the Company to estimate the grant-date fair value of its share-based awards and amortize this fair value to expense over the requisite service period or vesting term. For restricted and nonvested stock awards, the grant-date fair value is based upon the market price of the Company's common stock on the date of the grant. When estimating the grant date fair value of share-based awards, the Company considers whether an adjustment is required to the closing price or the expected volatility of its common stock on the date of grant when the Company is in possession of material nonpublic information. For stock options, the grant-date fair value is based on the Black-Scholes Option Pricing Model. For stock appreciation rights ("SARs") recorded as a liability, the Company adjusts the value of the
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
SARs based on the fair value at each reporting date, which is calculated based on the Black-Scholes Option Pricing Model. The Company records forfeitures as they occur.
Additionally, and as more full described in Note 6, the Company records a share-based expense relating to certain shares that were retained by executives of the Company after the Company’s initial public offering on the AIM of the London Stock Exchange in 2021. The retained shares vest in equal installments over five years, provided the executive remains continuously employed.
Segment information
GAAP requires segmentation based on an entity's internal organization and reporting of revenue and operating income based upon internal accounting methods commonly referred to as the "management approach." Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company's CODM is its Chief Executive Officer. The Company's operations are conducted in three reportable segments which comprise of aggregated operating segments. Operating segments are aggregated if they have similar economic characteristics and aggregating them would be consistent with the objective and basic principles of Topic 280. These reportable segments consist of Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services. See Note 10 for more information regarding the Company’s segment disclosures.
Basic and diluted earnings (loss) per share
The Company computes earnings (loss) per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the consolidated statements of operations and other comprehensive loss. The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company determined that it had participating securities in the form of Restricted Stock Awards and shares issued in business acquisitions subject to vesting conditions. The holders of such shares have non-forfeitable dividend rights prior to their respective vesting date, or satisfaction of vesting condition. These participating securities do not contractually require the holders of such stocks to participate in the Company’s losses. As such, net loss for the period presented was not allocated to the Company’s participating securities. Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Due to their anti-dilutive effect, the calculation of diluted net loss per share for the years ended December 31, 2024 and 2023 does not include the common stock equivalent shares.
Fair value measurements
The Company applies the fair value measurement guidance for financial assets and liabilities that are required to be measured at fair value and for non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis, including goodwill, right-of-use lease assets and other identifiable intangible assets. See Note 9 of the Notes included herein for additional information regarding fair value measurements.
Contingent consideration
The Company estimates and records the acquisition date fair value of contingent consideration as part of purchase price consideration for acquisitions. Subsequent to the acquisition date, at each reporting period, the Company remeasures the fair value of contingent consideration and recognizes any change in fair value in the consolidated statements of operations and other comprehensive loss. The estimate of the fair value of contingent consideration requires very subjective assumptions to be made of future operating results, discount rates and probabilities assigned to various potential operating result scenarios. Future revisions to these assumptions could materially change the estimate of the fair value of contingent consideration and, therefore, materially affect the Company's future financial results. The contingent consideration liability is to be settled through a combination of
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
cash and shares of common stock based on each respective purchase agreement and the amount ultimately paid is dependent on the achievement of certain future operating results.
Other liability
Other liability consists of certain future payments that the Company could be required to make if various operating targets are achieved from the acquisitions of KP LLC, MultiState Inc, LPA, and Pagefield (see Note 2 and Note 6). The Company records post-combination business expense over the vesting or claw-back period applicable for these future payments on a straight-line basis with the amount accrued recorded as other liability. The future earn-out payments that have vesting or claw-back rights tied to employment will reduce the amount of the other liability when paid.
Derivatives
The Company analyzes contingent consideration, other liabilities and any other financial liabilities of the company in accordance with the guidance under ASC Topic 480, Distinguishing Liabilities from Equity to determine the appropriate classification in equity or liabilities. The Company continually assesses whether or not financial liabilities meet the definition of a derivative liability under ASC 815 Derivatives and Hedging. In the years ended December 31, 2023 and 2024, the Company has recorded derivative liabilities arising from contingent consideration and post-combination compensation obligations, See Note 2 Acquisitions and Note 9 Fair value Measurement for further detail.
New accounting pronouncements
Recently Adopted Accounting Standards
During 2023, the Company adopted Accounting Standards Update ("ASU") No. 2016-13 ("ASU 2016-13"), Financial Instruments-Credit Losses. ASU 2016-13 requires organizations to measure all expected credit losses for instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This guidance is applicable for the Company's contract receivables. However, the adoption of ASU 2016-13 did not have a material impact to the Company's valuation of its contract receivables.
During November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, Segment Reporting (Topic 280). ASU No. 2023-07 was issued to improve the disclosures about a public entity's reportable segments and requires more detailed information about a reportable segment's expenses. The primary focus of ASU No. 2023-07 is enhanced disclosures about significant segment expenses. The guidance is applicable and effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company has adopted the provisions of ASU No. 2023-07 for the fiscal year ended December 31, 2024.
Accounting Standards Not Yet Adopted
During November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The guidance requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. This guidance is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company expects to adopt this guidance in its fiscal year beginning January 1, 2027. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.
During March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718), which provides guidance on the scope application of profits interest and similar awards. This guidance is effective for public business entities for annual reporting periods beginning after December 15, 2024, and interim reporting periods beginning after December 15, 2025. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
During December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands annual disclosures in an entity’s income tax rate reconciliation table and requires annual disclosures regarding cash taxes paid both in the US (federal, state and local) and foreign jurisdictions. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, although early adoptions is permitted. The Company expects the adoption of this ASU will have no impact on the Company's financial position or results of operations, but will result in additional disclosures.
NOTE 2. ACQUISITIONS
KP Public Affairs LLC:
On October 1, 2022, the Company entered into an Asset Purchase Agreement ("KP Agreement") and acquired certain assets and assumed certain liabilities of KP Public Affairs LLC ("Seller" or "KP LLC") through the creation of a wholly-owned subsidiary, KP Public Affairs, LLC ("KP"). At the closing of the transaction, the Company paid the Seller cash in the amount of $10,306,800 and issued 147,918 shares of the Company's common stock to Seller at an aggregate fair value of $1,145,200. There are additional contingent payments that the Seller can earn in the future depending on certain operating results that are achieved. The total amount of consideration that the Company could be required to pay to the Seller in the amount of cash and stock is $35,000,000. The acquisition of KP LLC was accounted for as a business combination.
Engage LLC:
On November 1, 2022, the Company (through its wholly-owned subsidiary, Forbes Tate Partners, LLC) entered into an Asset Purchase Agreement and acquired certain assets and assumed certain liabilities of Engage LLC ("Engage"). At the closing of the transaction, the Company paid Engage cash in the amount of $1,925,000 ("Engage Cash Payment") and issued 97,461 shares of the Company's common stock ("Engage Restricted Shares") at an aggregate fair value of $825,000. The acquisition of Engage was accounted for as a business combination.
A portion of the Engage Cash Payment was designated to certain owners ("Junior Principal(s)") of Engage and the remaining of the Engage Cash Payment was designated to the other owners ("Senior Principal(s)") of Engage. In addition, all of the Engage Restricted Shares were issued to the Senior Principals.
MultiState Associates, Inc.:
On March 1, 2023, the Company entered into an Asset Purchase Agreement ("MultiState Agreement") and acquired certain assets and assumed certain liabilities of MultiState Associates, Inc. ("MS Seller" or "MultiState Inc") through the creation of a wholly-owned subsidiary, MultiState Associates, LLC ("MS LLC"). At the closing of the transaction, the Company paid the Seller cash in the amount of $17,600,000 ("MS Closing Cash Payment") and issued 548,144 shares of the Company's common stock ("MS Closing Share Payment") to Seller at an aggregate fair value of $4,400,000, of which, 394,664 shares have vesting requirements ("MS Closing Vesting Shares").
In addition, there are additional contingent payments that the MS Seller can earn in the future depending on certain operating results that are achieved. The total amount of consideration that the Company could be required to pay to the MS Seller in the amount of cash and stock ("MS Seller Shares") is $70,000,000. The equity component of the contingent payments is 50%. During the year ended December 31, 2024, the Company paid the MS Seller $2,000,000 of cash ("MS First Interim Cash Payment") and $2,000,000 of common stock ("MS First Interim Share Payment"). Approximately $1,709,000 of the cash and stock paid was applied against the contingent liability, $982,000 of the cash was applied against the other liability and prepaid post-combination expense and the remaining $1,309,000 worth of common stock issued ("MS First Interim Vesting Shares") will be recorded as post-combination expense and equity over the required vesting terms for the shares issued.
The MultiState Agreement provides certain forfeiture provisions applicable to any future cash or share payments owed, which generally require certain owners of MS LLC ("MS Owner" or "MS Owners") to remain employed by the Company for a certain period of time to receive the full amount of those future payments. There are certain exceptions to the forfeiture provisions if termination of employment occurs under certain permitted events ("MS Acceleration Event") as defined in the MultiState Agreement. In addition, under certain circumstances
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
outlined in the MultiState Agreement, the Company can claw back a portion of certain payments previously paid if a MS Owner is not employed by the Company as of certain future dates.
If a MS Owner's employment is terminated as a result of a MS Acceleration Event, a percentage of the unvested MS Seller Shares (representing such MS Owner's ownership percentage in MS Seller) shall become fully vested. The MS Seller Shares issued have some restrictions, but they also have certain legal rights consistent with the Company's other shares of Common Stock outstanding, including certain voting rights and the rights to dividends paid by the Company. In addition, the MultiState Agreement contains certain provisions requiring the forfeiture of a percentage of all cash and shares received by MS Seller if certain restrictive covenants are breached by a MS Owner.
Reasons for the acquisition
The Company acquired MultiState Inc to expand the scope of its consulting services provided in respect of federal, state and local governments. Specifically, MultiState Inc provides lobbying compliance, legislative activity tracking, lobbying brokerage and other consulting services to Fortune 500 companies, non-profit organizations, elected officials and leading advocacy and trade associations throughout the United States.
Purchase consideration
The Company determined that certain consideration provided to MS Sellers in the MultiState Agreement does not qualify as purchase consideration in accordance with the guidance of ASC 805. The Company determined that the purchase consideration consists of the amount of cash and share payments owed to MS Sellers that are not subject to a vesting or claw back provision that is directly linked to the continued employment of MS Sellers. The total purchase consideration consisted of the following amounts:
| | | | | |
| MS Closing Cash Payment | $ | 8,096,000 | |
| MS Closing Share Payment | 1,232,000 | |
| Contingent consideration | 2,784,990 | |
| Total purchase consideration | $ | 12,112,990 | |
The contingent consideration consists of the estimated fair value of future payments that are not subject to vesting or claw back provisions tied to continued employment.
Purchase price allocation
The allocation of the purchase consideration resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the purchase date of March 1, 2023, based on their respective estimated fair values is summarized below:
| | | | | |
| Receivable from MS Sellers | $ | 4,490,227 | |
| Other current assets | 191,177 | |
| Right of use assets | 61,976 | |
| Tradename | 2,202,000 | |
| Noncompete agreements | 525,000 | |
| Customer relationships | 5,507,600 | |
| Developed technology | 3,938,000 | |
| Deferred income tax asset | 4,743,079 | |
| Deferred revenue | (4,681,404) | |
| Lease liability | (309,888) | |
| Net assets acquired | 16,667,767 | |
| Less estimated purchase price | (12,112,990) | |
| Gain on bargain purchase | $ | 4,554,777 | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
The fair value of customer relationships was determined using the income approach, which requires management to estimate a number of factors for each reporting unit, including projected future operating results, anticipating future cash flows and discount rates. The fair value of the developed technology was determined using the relief from royalty method, which requires management to estimate a number of factors, including the estimated future revenues expected to be generated from the technology and a hypothetical royalty rate attributable to the technology. The fair value of noncompete agreements was determined using an income approach method, which requires management to estimate a number of factors related to the expected future cash flows of MS LLC and the potential impact and probability of competition, assuming such noncompete agreements were not in place. The primary factors that contributed to the gain on bargain purchase recognized from the MS LLC acquisition include the requirement for the key employees of MS LLC to stay employees of the Company for a significant period of time.
The weighted average amortization period for customer relationships is seven years, developed technology is seven years and noncompete agreements is three years.
The fair value of the contingent consideration was performed using Monte Carlo simulations to estimate the achievement and amount of certain future operating results. The Monte Carlo simulations utilize estimates including; expected volatility of future operating results, discount rates applicable to future results, and expected growth rates. The table below provides the significant inputs to the calculation of the contingent consideration as of the acquisition date:
| | | | | | | | |
Significant Input | | Range |
| Discount rate for credit risk and time value | | 5.7 % to 7.0 % |
| Discount rate for future profit after tax | | 15.9% to 16.6% |
| Expected volatility of future annual profit after tax | | 36.0% to 38.0% |
| Forecasted growth rate | | 3.0% to 14.4% |
Lucas Public Affairs, Inc. (“LPA”):
On May 1, 2024, the Company entered into an Asset Purchase Agreement ("LPA Agreement") and acquired certain assets and assumed certain liabilities of Lucas Public Affairs, Inc. ("Seller" or "LPA") through the creation of a wholly-owned subsidiary, Lucas Public Affairs, LLC ("LPA LLC"). At the closing of the transaction, the Company paid the Seller cash in the amount of $6,000,000 ("LPA Closing Cash Payment") and issued 191,675 shares of the Company's common stock ("LPA Closing Share Payment") to Seller at an aggregate fair value of approximately $1,500,000, of which, all the shares have vesting requirements ("LPA Vesting Shares").
In addition, there are additional contingent payments that the Seller can earn in the future depending on certain operating results that are achieved. The total additional amount of consideration that the Company could be required to pay to the Seller is $9,800,000 of cash and $4,700,000 of stock ("LPA Seller Shares") for total additional consideration of up to $14,500,000. This combined with the closing payments already made could require total payments of up to $22,000,000 to the Seller.
The LPA Agreement provides certain forfeiture provisions applicable to any future cash or share payments owed, which generally require the owners of the Seller ("LPA Owner") to remain employed by the Company for a certain period of time to receive the full amount of those future payments, although there are certain exceptions.
Reasons for the acquisition
The Company acquired LPA to expand the scope of its consulting services provided in respect of federal, state and local governments. Specifically, LPA provides significant complementary services to companies and organizations doing business in the state of California.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
Purchase consideration
The Company determined that certain consideration provided to LPA in the LPA Agreement does not qualify as purchase consideration in accordance with the guidance of ASC 805. The Company determined that the purchase consideration consists of the amount of cash and share payments owed to LPA that are not subject to a vesting or claw back provision that is directly linked to the continued employment of LPA Owners. The total purchase consideration consisted of the following amounts:
| | | | | |
| LPA Closing Cash Payment | $ | 1,560,000 | |
| Contingent consideration | 377,073 | |
| Total purchase consideration | $ | 1,937,073 | |
The LPA Closing Cash Payment and contingent consideration allocated as purchase consideration consists of the amount of the LPA Closing Cash Payment and estimated fair value of future payments that are not subject to vesting or claw back provisions tied to continued employment.
Purchase price allocation
The allocation of the purchase consideration resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the purchase date of May 1, 2024 based on their respective estimated fair values is summarized below:
| | | | | |
| Customer relationships | $ | 1,150,900 | |
| Right of use assets | 283,656 | |
| Tradename | 1,021,400 | |
| Noncompete agreements | 158,700 | |
| Deferred income tax asset | 1,962,000 | |
| Lease liability | (283,656) | |
| Net assets acquired | 4,293,000 | |
| Less estimated purchase price | (1,937,073) | |
| Gain on bargain purchase | $ | 2,355,927 | |
The fair value of customer relationships was determined using the income approach, which requires management to estimate a number of factors for each reporting unit, including projected future operating results, anticipating future cash flows and discount rates. The fair value of noncompete agreements was determined using an income approach method, which requires management to estimate a number of factors related to the expected future cash flows of LPA LLC and the potential impact and probability of competition, assuming such noncompete agreements were not in place. The primary factors that contributed to the gain on bargain purchase recognized from the LPA acquisition include the requirement for the key employees of LPA to stay employees of the Company for a significant period of time. The weighted average amortization period for customer relationships is seven years, and noncompete agreements is five years.
The fair value of the contingent consideration was performed using Monte Carlo simulations to estimate the achievement and amount of certain future operating results. The Monte Carlo simulations utilize estimates including; expected volatility of future operating results, discount rates applicable to future results, and expected growth rates.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
The table below provides the significant inputs to the calculation of the contingent consideration as of the acquisition date:
| | | | | | | | |
Significant Input | | Range |
| Discount rate for credit risk and time value | | 5.2 % to 5.4 % |
| Discount rate for future profit after tax | | 15.7% to 16.4% |
| Expected volatility of future annual profit after tax | | 35.0% to 38.0% |
| Forecasted growth rate | | 9.5% to 13.4% |
Pagefield Communications Limited ("Pagefield"):
On June 7, 2024, the Company entered into a Share Purchase Agreement ("Pagefield Agreement") and acquired the stock of Pagefield Communications Limited ("Pagefield") from the owners of Pagefield (“Seller” or “Sellers”) through the creation of a wholly-owned subsidiary, PPHC International Ltd. ("PPHC LTD"). At the closing of the transaction, the Company paid the Sellers cash in the amount of 14,992,868 GBP, which was approximately $19,209,000 USD ("Pagefield Closing Cash Payment") and issued 179,528 shares of the Company's common stock ("Pagefield Closing Share Payment") to Sellers at an aggregate fair value of approximately $1,443,000.
In addition, there are additional contingent payments that the Sellers can earn in the future depending on certain operating results that are achieved. The total additional amount of consideration that the Company could be required to pay to the Sellers is up to 13,800,000 GBP, which includes up to 8,800,000 GBP subject to future vesting and clawback provisions. The additional contingent consideration combined with the closing payments already made could require total payments of up to 30,000,000 GBP to the Sellers.
The Pagefield Agreement provides certain vesting and forfeiture provisions applicable to a portion of the future cash or share payments owed. These provisions are specifically designated toward the continued employment of one of the Sellers ("Restricted Owner"). The Restricted Owner is required to remain employed by the Company for a certain period of time to receive the full amount of those future payments. There are certain exceptions to the forfeiture provisions if termination of employment occurs under certain permitted events ("Pagefield Acceleration Event") as defined in the Pagefield Agreement. If the Restricted Owner's employment is terminated as a result of a Pagefield Acceleration Event, a percentage of the unvested Restricted Owner Shares shall become fully vested.
Reasons for the acquisition
The Company acquired Pagefield to expand the geographic scope of its consulting services. Specifically, Pagefield provides services to companies and organizations doing business in the United Kingdom ("UK") while interacting with the UK government.
Purchase consideration
The Company determined that certain consideration provided to Pagefield in the Pagefield Agreement does not qualify as purchase consideration in accordance with the guidance of ASC 805. The Company determined that the purchase consideration consists of the amount of cash and share payments owed to Pagefield that are not subject to a vesting or claw back provision that is directly linked to the continued employment of one of the Sellers. The total purchase consideration consisted of the following amounts:
| | | | | |
| Pagefield Closing Cash Payment | $ | 19,208,862 | |
| Pagefield Closing Share Payment | 1,443,320 | |
| Contingent consideration | 3,403,441 | |
| Total purchase consideration | $ | 24,055,623 | |
The contingent consideration allocated as purchase consideration consists of the amount of the estimated fair value of the projected future payments that are not subject to vesting or claw back provisions tied to continued employment.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
Purchase price allocation
The allocation of the purchase consideration resulted in the following amounts being allocated to the assets acquired and liabilities assumed as of the purchase date of June 7, 2024, based on their respective estimated fair values is summarized below:
| | | | | |
| Cash acquired | $ | 1,055,312 | |
| Contract receivables | 1,128,390 | |
| Other current assets | 2,259,782 | |
| Property and equipment | 30,584 | |
| Customer relationships | 5,183,735 | |
| Tradename | 1,548,971 | |
| Noncompete agreements | 954,494 | |
| Accounts payable and accrued expenses | (2,720,673) | |
| Other current liabilities | (463,118) | |
| Deferred income tax liability | (1,701,049) | |
| Net assets acquired | 7,276,428 | |
| Less estimated purchase price | (24,055,623) | |
Goodwill(1) | $ | (16,779,195) | |
__________________
(1)Based on the exchange rate in effect at the acquisition date
The fair value of customer relationships was determined using the income approach, which requires management to estimate a number of factors for each reporting unit, including projected future operating results and discount rates. The fair value of noncompete agreements was determined using an income approach method, which requires management to estimate a number of factors related to the expected future cash flows of Pagefield and the potential impact and probability of competition, assuming such noncompete agreements were not in place. The weighted average amortization period for customer relationships is seven years, and noncompete agreements is three years.
The fair value of the contingent consideration was performed using Monte Carlo simulations to estimate the achievement and amount of certain future operating results. The Monte Carlo simulations utilize estimates including; expected volatility of future operating results, discount rates applicable to future results, and expected growth rates. The table below provides the significant inputs to the calculation of the contingent consideration as of the acquisition date:
| | | | | | | | |
Significant Input | | Range |
| Discount rate for credit risk and time value | | 5.3% to 5.9% |
| Discount rate for future profit after tax | | 12.0% to 12.4% |
| Expected volatility of future annual profit after tax | | 34.0% to 37.0% |
| Forecasted growth rate | | 9.1% to 9.5% |
Supplemental Unaudited Pro Forma Financial Information
The unaudited pro forma information for the periods set forth below gives effect to the business acquisitions that occurred during the year ended December 31, 2024 (Pagefield and Lucas), as if they occurred as of January 1, 2023. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
as of that time. Pro forma revenue and net income amounts are as follows for the years ended December 31, 2024 and 2023:
| | | | | | | | | | | |
| 2024 | | 2023 |
| Revenue | $ | 12,759,463 | | | $ | 14,898,135 | |
| Net income | $ | 3,995,621 | | | $ | 1,835,054 | |
Revenue attributable to LPA and Pagefield, included within the consolidated statements of operations for the year ended December 31, 2024, was $7,771,241. Net income attributable to Lucas and Pagefield, included within the consolidated statements of operations for the year ended December 31, 2024, was $2,938,240.
Other Business Acquisitions
On February 1, 2024, the Company entered into an Asset Purchase Agreement ("Doherty Agreement") and acquired certain assets and assumed certain liabilities of John Francis Doherty and Doherty Law Group (collectively, the 'Seller" or "Doherty"). At the closing of the transaction, the Company paid the Seller cash in the amount of $270,000 ("Doherty Closing Cash Payment") and issued 12,528 shares of the Company's common stock ("Doherty Closing Share Payment") to Seller at an aggregate fair value of approximately $90,000, of which, all the shares have vesting requirements. In addition, there are additional contingent payments that the Seller can earn in the future depending on certain operating results that are achieved, this combined with the closing payments already made could require total payments of up to $750,000 to the Seller. The acquisition of Doherty was accounted for as a business combination.
Acquisition and post-combination compensation payments:
The cash payments (including post-combination compensation) made for the acquisitions at their respective closing date and subsequent earn-out payments made are as follows:
| | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 |
| MS Closing Cash Payment | $ | — | | | $ | 17,600,000 | |
| KP True-Up Cash Payment | — | | | 3,643,200 | |
| LPA Closing Cash Payment | 6,000,000 | | | — | |
| Pagefield Closing Cash Payment | 19,208,862 | | | — | |
| MS First Interim Cash Payment | 2,000,000 | | | — | |
| Doherty Closing Cash Payment | 270,000 | | | — | |
| Total acquisition payments | 27,478,862 | | | 21,243,200 | |
| Pagefield cash acquired | (1,055,312) | | | — | |
| Total cash payments, net of cash acquired | $ | 26,423,550 | | | $ | 21,243,200 | |
Acquisition and post-combination compensation payments:
These cash payments (including post-combination compensation) are included in the consolidated statements of cash flows as follows:
| | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 |
| Cash flows from operating activities | $ | 5,890,113 | | | $ | 11,368,200 | |
| Cash flows from investing activities | 19,783,750 | | | 8,096,000 | |
| Cash flows from financing activities | 749,687 | | | 1,779,000 | |
| Total cash payments, net of cash acquired | $ | 26,423,550 | | | $ | 21,243,200 | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
The stock payments (including post-combination compensation) made for the acquisitions at their closing date and subsequent earn-out payments made consisted of the following:
| | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 |
| MS Closing Share Payment | $ | — | | | $ | 4,400,000 | |
| KP True-Up Share Payment | — | | | 404,800 | |
| LPA Closing Share Payment | 1,500,000 | | | — | |
| Pagefield Closing Share Payment | 1,441,524 | | | — | |
| MS First Interim Share Payment | 2,000,000 | | | — | |
| Doherty Closing Share Payment | 90,000 | | | — | |
| Total share payments | $ | 5,031,524 | | | $ | 4,804,800 | |
NOTE 3. GOODWILL AND INTANGIBLE ASSETS
Goodwill
Goodwill is an indefinite lived asset with balances as follows as of December 31:
| | | | | |
| Balance at December 31, 2023 | $ | 47,909,832 | |
| Acquired goodwill | 16,779,195 | |
| Foreign currency translation | (380,921) | |
| Balance at December 31, 2024 | $ | 64,308,106 | |
As of December 31, 2024 and 2023, there have been no impairments to goodwill. During 2024, goodwill increased by approximately $16,779,000 as a result of the acquisition of Pagefield (see Note 2).
Intangible assets:
The Company's intangible assets consist of customer relationship assets, developed technology and noncompete agreements acquired through various acquisitions, which are definite lived assets and are amortized over their estimated useful lives. In addition, intangible assets consist of trade names, which are indefinite lived assets and evaluated for impairment on an annual basis or more frequently as needed.
The following presents the Company’s gross and net amounts of intangible assets, other than goodwill, as reported on the consolidated balance sheets as of December 31, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 |
| Weighted Average Useful Life (in Years) | | Gross Book Value | | Accumulated Amortization | | Net Book Value |
| Customer relationships | 7.2 | | $ | 33,556,240 | | | $ | (15,277,159) | | | $ | 18,279,081 | |
| Developed technology | 7.0 | | 3,938,000 | | | (1,031,382) | | | 2,906,618 | |
| Noncompete agreements | 3.9 | | 2,069,904 | | | (767,109) | | | 1,302,795 | |
| Total definite lived assets | | | 39,564,144 | | | (17,075,650) | | | 22,488,494 | |
| Tradenames | | | 9,655,172 | | | — | | | 9,655,172 | |
| Total intangible assets | | | $ | 49,219,316 | | | $ | (17,075,650) | | | $ | 32,143,666 | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 |
| Weighted Average Useful Life (in Years) | | Gross Book Value | | Accumulated Amortization | | Net Book Value |
| Customer relationships | 7.2 | | $ | 27,104,400 | | | $ | (11,431,887) | | | $ | 15,672,513 | |
| Developed technology | 7.0 | | 3,938,000 | | | (468,810) | | | 3,469,190 | |
| Noncompete agreements | 4.0 | | 971,000 | | | (363,372) | | | 607,628 | |
| Total definite lived assets | | | 32,013,400 | | | (12,264,069) | | | 19,749,331 | |
| Tradenames | | | 7,120,000 | | | — | | | 7,120,000 | |
| Total intangible assets | | | $ | 39,133,400 | | | $ | (12,264,069) | | | $ | 26,869,331 | |
Amortization expense for customer relationship, noncompete agreement and developed technology assets approximated $4,671,000, and $3,878,000 for the years ended December 31, 2024 and 2023, respectively. The approximate estimated future amortization expense for the next five years is as follows:
| | | | | | | | |
| Year | | Amortization |
| 2025 | | $ | 5,143,000 | |
| 2026 | | 4,984,000 | |
| 2027 | | 4,752,000 | |
| 2028 | | 3,194,000 | |
| 2029 | | 2,936,000 | |
| Thereafter | | 1,479,000 | |
| Total | | $ | 22,488,000 | |
NOTE 4. LEASES
The Company leases office space and equipment under non-cancelable operating leases, which may include renewal or termination options that are reasonably certain of exercise. Most leases include one or more options to renew. The exercise of lease renewal options is at the Company’s sole discretion. Certain of the Company’s lease agreements include rental payments that are adjusted periodically for inflation. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company subleases office space to third parties under separate sublease agreements, which are generally month-to-month leases.
The Company uses the incremental borrowing rate on the commencement date in determining the present value of its lease payments. The discount rate used to measure the lease asset and liability is determined at the beginning of the lease term using the rate implicit in the lease, if readily determinable, or using the Company's collateralized credit-adjusted borrowing rate.
The following table presents lease costs and other quantitative information for each of the years ended December 31, 2024 and 2023:
| | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 |
| Operating lease cost (cost resulting from lease payments) | 5,322,444 | | | 4,898,528 | |
| Variable lease cost (cost excluded from lease payments) | 434,587 | | | 428,064 | |
| Sublease income | (336,812) | | | (410,879) | |
| Net lease cost | 5,420,219 | | | 4,915,713 | |
| Cash paid for amounts included in the measurement of lease liabilities | 5,467,595 | | | 3,968,498 | |
| Weighted average lease term - operating leases | 4.5 years | | 5.4 years |
| Weighted average discount rate - operating leases | 5.3 | % | | 5.3 | % |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
Future payments of operating leases as of December 31, 2024 are listed in the table below:
| | | | | | | | |
| Year | | Amount |
| 2025 | | $ | 5,781,524 | |
| 2026 | | 5,696,077 | |
| 2027 | | 4,785,234 | |
| 2028 | | 4,208,240 | |
| 2029 | | 2,509,995 | |
| Thereafter | | 1,407,361 | |
| Total future minimum lease payments | | 24,388,431 | |
| Amount representing interest | | (2,754,048) | |
| Present value of net future minimum lease payments | | $ | 21,634,383 | |
NOTE 5. LINE OF CREDIT AND NOTES PAYABLE
Bank credit facility
On February 28, 2023, the Company entered into a $17,000,000 credit agreement with a bank ("Credit Agreement"). The Credit Agreement has two components, 2023 Facility 1 is a Senior Secured Line of Credit in the amount of up to $3,000,000 and 2023 Facility 2 is a Senior Secured Term Loan in the amount of $14,000,000.
During April 2024 and June 2024, the Company entered into the First Amendment to Credit Agreement and Second Amendment to Credit Agreement (collectively the "Amended Credit Agreements"). The Amended Credit Agreements provided the Company with an additional term loan of $6,000,000 on April 30, 2024 ("2024 Term Loan A") and an additional term loan of $19,000,000 on June 7, 2024 ("2024 Term Loan B").
In accordance with the Amended Credit Agreements, the definition of the interest rate applicable to the 2023 Facility 1 and 2023 Facility 2 changed from being calculated based on the Bloomberg Short-Term Bank Yield Index plus 225 basis points to the Secured Overnight Financing Rate ("SOFR") as administered by the Federal Reserve Bank of New York plus 2.25% per annum. The interest rate for the 2024 Term Loan A and 2024 Term Loan B (collectively the "2024 Term Loans") is the SOFR plus 2.60% per annum. The Company determined that the Amended Credit Agreements qualify as a debt modification in accordance with ASC 470-50, Debt-Modifications and Extinguishments. As a result, the third-party fees incurred in conjunction with the modification totaling approximately $585,000 were expensed during 2024 and the fees incurred directly with the lender of approximately $201,000 have been recorded as a debt discount and are being amortized to interest expense over the term of the Amended Credit Agreements using the straight-line method, which approximates the effective interest method.
The loans under the Credit Agreement and Amended Credit Agreements are collateralized by substantially all of the net assets of the Company. The 2023 Facility 2 matures on January 31, 2026. The Company has drawn $14,000,000 from 2023 Facility 2 and utilized those funds as part of the consideration to acquire MultiState Inc. During 2023, the Company utilized $1,000,000 from 2023 Facility 1 for the MultiState Inc acquisition. The Company paid approximately $451,000 in debt issuance costs for the Credit Agreement and has recorded this amount as a debt discount and is amortizing the debt discount to interest expense over the term of the Credit Agreement using the straight-line method, which approximates the effective interest method.
The Company was required to make monthly payments of principal of $291,667 plus interest beginning in March 2023 through the maturity date of January 31, 2026 for the 2023 Facility 2. The principal payment for 2023 Facility 1 is due on the maturity date for that facility, which is January 31, 2026. Periodic interest-only payments are due on 2023 Facility 1 through the maturity date. The Company was required to make interest-only payments on the 2024 Term Loans starting on May 1, 2024 through October 31, 2024. Beginning on November 1, 2024, the Company was required to make forty-two equal monthly installments of principal each in the amount of 1.25% of the unpaid principal balance of the 2024 Term Loans as of October 31, 2024, plus interest on the 2024 Term Loans, until the maturity date of the 2024 Term Loans of April 30, 2028. In addition, a final payment of all outstanding
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
principal and interest will be due on April 30, 2028. During January 2025, the Company entered into the Third Amendment, which modified the future required payments (see Note 13).
As of December 31, 2024 and 2023, the 2023 Facility 1 had been repaid in full. The Company is able to re-borrow up to $3,000,000, less any outstanding letters of credit, under 2023 Facility 1 or 80% of the Company's eligible receivables, whichever is less.
The Company's 2023 Facility 1, 2023 Facility 2, 2024 Term Loan A, and 2024 Term Loan B consist of the following as of December 31:
| | | | | | | | | | | | | | | | | |
| Original Loan Amount | | 2024 | | 2023 |
| 2023 Facility 1 | $ | 3,000,000 | | | $ | — | | | $ | — | |
| 2023 Facility 2 | 14,000,000 | | | 7,875,000 | | | 11,083,333 | |
| 2024 Term Loan A | 6,000,000 | | | 5,850,000 | | | — | |
| 2024 Term Loan B | 19,000,000 | | | 18,525,000 | | | — | |
| Less: unamortized debt issuance costs | 651,962 | | | 358,923 | | | 325,527 | |
| Total debt, net of unamortized issuance costs | 41,348,038 | | | 31,891,077 | | | 10,757,806 | |
| Less: current portion | | | (5,999,449) | | | (3,349,757) | |
| Total debt, long-term | | | $ | 25,891,628 | | | $ | 7,408,049 | |
As of December 31, 2024, after the Third Amendment, the future principal maturities of these loans are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| 2023 Facility 2 | | 2024 Term Loan A | | 2024 Term Loan B | | Total |
| 2025 | $ | 2,450,000 | | | $ | 900,000 | | | $ | 2,850,000 | | | $ | 6,200,000 | |
| 2026 | 2,100,000 | | | 900,000 | | | 2,850,000 | | | 5,850,000 | |
| 2027 | 2,100,000 | | | 900,000 | | | 2,850,000 | | | 5,850,000 | |
| 2028 | 1,225,000 | | | 3,150,000 | | | 9,975,000 | | | 14,350,000 | |
| Total | $ | 7,875,000 | | | $ | 5,850,000 | | | $ | 18,525,000 | | | $ | 32,250,000 | |
Total approximate interest expense incurred for the Company's loans was as follows for each of the years ending December 31:
| | | | | | | | | | | |
| 2024 | | 2023 |
| Cash interest | $ | 1,693,000 | | | $ | 797,000 | |
| Debt discount amortization | 182,000 | | | 125,000 | |
| Total interest expense | $ | 1,875,000 | | | $ | 922,000 | |
The Credit Agreement and Amended Credit Agreements contain certain non-financial and financial covenants that the Company is required to comply with and submit a compliance certificate to the bank on a quarterly basis. The financial covenants include a total leverage ratio and fixed coverage ratio. The Company was in compliance with all covenants during 2024 and 2023.
NOTE 6. STOCKHOLDERS' EQUITY
As of December 31, 2024, the authorized capital of the Company consists of 1,100,000,000 shares of capital stock, $0.001 par value per share, of which 1,000,000,000 shares are designated as common stock and 100,000,000 shares are designated as preferred stock. The Company’s stockholders include holders of fully vested Common Stock, unvested pre-UK IPO Shares, unvested Restricted Stock Awards, and unvested Common Stock issued in connection with business acquisitions. Each share of Common Stock, whether vested or unvested, carries one vote on matters submitted to stockholders and entitles the holder to nonforfeitable dividend rights on a per-share basis.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
Holders of all types of unvested Common Stock are not contractually obligated to fund Company losses. There are no shares of preferred stock outstanding. During May 2024 and October 2024, the Company issued dividends of $0.49 and $0.24 per share, respectively. During June 2023 and October 2023, the Company issued dividends of $0.48 and $0.23 per share, respectively.
Restricted Shares
The Company has issued unvested restricted common stock as consideration for business combinations and as compensation to employees (collectively "Restricted Shares"). The holders of Restricted Shares hold the right to vote and a non-forfeitable right to dividends paid. The Company’s Restricted Shares are as follows as of December 31:
| | | | | | | | | | | |
| 2024 | | 2023 |
| KP Closing Share Payment | 73,959 | | | 147,918 | |
| KP Earnout Shares | 24,539 | | | 49,078 | |
| Engage Restricted Shares | 32,487 | | | 97,461 | |
| MS Closing Vesting Shares | 263,109 | | | 394,664 | |
| MS First Interim Vesting Shares | 111,520 | | | — | |
| Lucas Public Affairs Closing Shares | 191,675 | | | — | |
Alpine Inc. restricted stock awards | 342,231 | | | 427,789 | |
| Other restricted shares | 177,626 | | | 29,041 | |
Total Restricted Shares | 1,217,146 | | | 1,145,951 | |
The total fair value Restricted Shares and RSUs that vested during the years ended December 31, 2024 and 2023 was $5,047,000 and $1,187,000, respectively.
Share-Based Accounting Charge Retained Pre-UK IPO Shares
On December 16, 2021, PPHC-Inc. completed its UK initial public offering (UK IPO) and its shares began trading on the AIM market of the London Stock Exchange. During 2021, all ultimate owners of PPHC-LLC, referred to as Group Executives, entered into Executive Employment Agreements. These executives sold some of their shares during the UK IPO (referred to as Liquidated Pre-UK IPO Shares) but retained the majority of their shares (Retained Pre-UK IPO Shares). The retained shares vest in equal installments over five years, provided the executive remains continuously employed. If an executive's employment terminates, except in cases of death, disability, termination without cause, or for good reason, the unvested shares will be forfeited. In cases of death, disability, termination without cause, or for good reason, all unvested shares will vest immediately. Additionally, the agreements include clawback provisions, allowing the company to reclaim cash from the sale of Liquidated Pre-UK IPO Shares and vested Retained Pre-UK IPO Shares under certain conditions.
The Company recorded a share-based accounting charge ("Share- Based Accounting Charge Retained Pre-UK IPO Shares") of approximately $31,804,000 and $30,904,000 for the years ended December 31, 2024 and 2023, respectively.
As of December 31, 2024, there were 16,077,482 Retained Pre-UK IPO Shares, held by current employees and subject to vesting requirements, and 10,142,831 of these shares were fully vested. These shares were issued in 2021 and the weighted-average grant date fair value of these shares was $9.10 as of the grant date. For restricted and nonvested stock awards, the grant-date fair value is based upon the market price of the Company's common stock on the date of the grant. As of December 31, 2024, the unrecognized compensation cost from these restricted shares was approximately $57,862,000, which is expected to be recognized over a weighted-average period of 2.0 years. The total fair value Retained Pre-UK IPO Shares that vested during the years ended December 31, 2024 and 2023 was $29,865,000 and $23,119,000, respectively.
The share-based accounting charge relating to the Retained Pre-UK IPO Shares is recorded to costs of services and general and administrative expense in the consolidated statement of operations. The table below represents the
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
total expense relating to Retained Pre-UK IPO Shares recognized in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2024 and 2023:
| | | | | | | | | | | |
| 2024 | | 2023 |
Cost of services | $ | 26,635,600 | | | $ | 27,152,000 | |
General and administrative expense | 5,168,000 | | | 3,752,000 | |
| Total | $ | 31,803,600 | | | $ | 30,904,000 | |
Post-combination compensation charge
The Company has acquired various companies from 2022 to 2024 for a combination of cash, shares of Company Common Stock and future contingent payments ("Acquisition Payments"). As described in Note 2, a portion of the Acquisition Payments are subject to vesting and/or claw back provisions that are directly linked to the continuing employment of the certain owners of the acquired companies ("Post-Combination Payments"). As a result, the Post-Combination Payments are being recognized as a charge for post-combination compensation over the period of the applicable vesting requirement or the period over which the claw back rights linked to employment lapse.
The Company analyzes post-combination obligations under the guidance of ASC Topic 480 Distinguishing liabilities from equity to determine if share-based instruments should be recorded as liabilities or within equity. Post-combination obligations of the Company that meet the criteria for liability classification are recorded to other liability in the consolidated balance sheets of the Company. Furthermore, the Company applies the guidance of ASC Topic 815 Derivatives and hedging to determine if liability instruments meet the criteria for derivative accounting.
The post-combination compensation charge recorded by the Company was approximately $11,599,000 and $6,295,000, respectively. This amount consists of the following components, for each of the years ended December 31, 2024 and 2023:
| | | | | | | | | | | |
| 2024 | | 2023 |
| Additions to other liability | $ | 4,028,000 | | | $ | 1,685,000 | |
| Vesting of common stock | 2,509,000 | | | 1,529,000 | |
| Amortization of prepaid post-combination compensation | 5,062,000 | | | 3,081,000 | |
| Total | $ | 11,599,000 | | | $ | 6,295,000 | |
As of December 31, 2024, the unrecognized post-combination compensation charge was approximately $21,962,000, which is expected to be recognized over a weighted-average period of 2.1 years. The actual amount of Post-Combination Payments is subject to significant estimates and could change materially in the future.
The Company's potential future payments from its acquisitions exceed the liabilities recorded on the Company's consolidated balance sheets as the Company’s potential future payments include components of post-combination compensation and contingent consideration. Contingent consideration is recorded as a liability on the consolidated balance sheets at its estimated fair value. The fair value calculation of the contingent consideration includes certain discount rates and other factors that impact the value of these liabilities (see Note 9). The calculated fair value is based on the total payments that the Company expects to pay in the future rather than the total maximum payments that it could be required to pay.
The table below highlights the other liability and contingent consideration recorded on the Company's consolidated balance sheets (as discounted) compared to the undiscounted estimated payout and the maximum
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
payout of cash and stock that could occur if all future contingent earn-out provisions from the acquisitions were achieved as of December 31, 2024:
| | | | | | | | | | | |
| | | Total |
Liabilities recorded on balance sheet, December 31, 2024: | | | |
| Other liability, current | | | $ | 1,134,675 | |
| Other liability, long term | | | 3,744,925 | |
| Contingent consideration, current | | | 2,092,597 | |
| Contingent consideration, long term | | | 8,803,464 | |
Total liabilities recorded on balance sheet, December 31, 2024(2) | | | $ | 15,775,661 | |
| | | |
Undiscounted potential future payments(1): | | | |
| Potential cash future payments: | Estimated(3) | | Maximum(4) |
| 2025 | $ | 3,728,000 | | | $ | 4,209,000 | |
| 2026 | 3,250,000 | | | 8,406,000 | |
| 2027 | 3,053,000 | | | 12,595,000 | |
| 2028 | 13,481,000 | | | 18,750,000 | |
| 2029 | 1,112,000 | | | 13,434,000 | |
| Total potential cash future payments | $ | 24,624,000 | | | $ | 57,394,000 | |
Potential stock future payments (1): | | | |
| 2025 | $ | 580,000 | | | $ | 700,000 | |
| 2026 | 3,250,000 | | | 5,983,000 | |
| 2027 | 1,610,000 | | | 6,295,000 | |
| 2028 | 13,481,000 | | | 18,750,000 | |
| 2029 | 599,000 | | | 7,956,000 | |
Total potential stock future payments(5) | $ | 19,520,000 | | | $ | 39,684,000 | |
| | | |
| Total potential future payments | $ | 44,144,000 | | | $ | 97,078,000 | |
Total liabilities recorded on balance sheet, December 31, 2024 | 15,775,661 | | | 15,775,661 | |
| Total remaining difference | $ | 28,368,339 | | | $ | 81,302,339 | |
__________________
(1)Includes estimate for future Pagefield payments based on December 31, 2024 exchange rate of GBP/USD
(2)At fair value
(3)Management's estimate as of December 2024 of the future payments of cash and stock for earn-out payments
(4)The maximum amount of future payments of cash and stock for earn-out payments
(5)The monetary value of potential future payments are subject to the operating performance of the acquired business over the contractual earn out period and are not subject to changes in the fair value of the Company’s common shares. The number of shares that could be required to be issued under the estimated and maximum payment scenarios above depend on the fair value of the Company’s common shares. Based on the fair value of the Company’s common shares at December 31, 2024, the maximum potential future stock payment would be 4,641,404 shares.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
NOTE 7. OMNIBUS INCENTIVE PLAN
During 2021, the Company adopted the Public Policy Holding Company, Inc. 2021 Omnibus Incentive Plan (the "Omnibus Incentive Plan"), under which Options (both nonqualified options, and incentive stock options subject to favorable US income tax treatment), stock appreciation rights, restricted stock units, restricted stock, unrestricted stock, cash-based awards and dividend equivalent rights may be issued. An award may not be granted if the number of common shares committed to be issued under that award exceeds fifteen percent of the ordinary shares of the Company in issue immediately before that day, when added to the number of common shares which have been issued, or committed to be issued, to satisfy awards under the Omnibus Incentive Plan, or options or awards under any other employee share plan operated by the Company, granted in the five previous years.
As of December 31, 2024, the total amount of shares authorized by the Board of Directors under the Omnibus Incentive Plan was 3,602,640 with a total of 1,152,394 available for issuance (share count revised for the affect of the Reverse Stock Split). During the years ended December 31, 2024 and 2023 the Company granted 85,000 and 130,400 Options to employees. In addition, during the year ended December 31, 2024, the Company granted 586,000 Restricted Stock Units ("RSUs") and 140,748 Restricted Stock Awards ("RSAs"). The stock options have a contractual term of ten years and vest three years after their issuance. The RSUs vest over a three-year period with one-third vesting each year after the grant date. The amortization of the fair value of share-based awards is recorded as an expense in long-term incentive program charges in the statement of operations.
Options
Determining the appropriate fair value model and the related assumptions requires judgment. The fair value of each option granted is estimated using a Black-Scholes option-pricing model on the date of grant as follows for the years ended December 31:
| | | | | | | | | | | |
| 2024 | | 2023 |
| Estimated dividend yield | 4.0% to 10.0% | | 6.0% |
| Expected stock price volatility | 40.0% | | 60.0% |
| Risk-free interest rate | 4.3% to 4.4% | | 3.8% |
| Expected life of option (in years) | 6.5 | | 6.5 |
| Weighted Average Grant Date Fair Value | $1.25 | | $2.70 |
The expected volatility rates are estimated based on the actual volatility of comparable public companies over the expected term. The expected term represents the average time that Options that vest are expected to be outstanding. Due to limited historical data, the Company calculates the expected life based on the midpoint between the vesting date and the contractual term, which is in accordance with the simplified method. The risk-free rate is based on the United States Treasury yield curve during the expected life of the option.
The following summarizes the stock option activity for the years ended December 31, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Shares | | Weighted Average Exercise Price-(USD)(1) | | Weighted Average Exercise Price-(GBP) | | Weighted Average Contractual Term (in years) |
Outstanding as of December 31, 2023 | 617,812 | | | $ | 11.05 | | | £ | 8.70 | | | 8.9 |
| Granted | 85,000 | | | 10.10 | | | 8.10 | | | — |
| Exercised | — | | | — | | | — | | | — |
| Cancelled/Forfeited | (26,103) | | | 10.70 | | | 8.55 | | | — |
Outstanding as of December 31, 2024 | 676,709 | | | 10.75 | | | 8.60 | | | 7.8 |
Exercisable as of December 31, 2024 | 10,000 | | | 11.0 | | | 8.80 | | | — |
Vested and expected to vest as of December 31, 2024 | 676,709 | | | $ | 10.75 | | | £ | 8.60 | | | 7.8 |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Shares | | Weighted Average Exercise Price-(USD)(1) | | Weighted Average Exercise Price-(GBP) | | Weighted Average Contractual Term (in years) |
Outstanding as of December 31, 2022 | 543,762 | | | $ | 10.65 | | | £ | 8.85 | | | 9.4 |
| Granted | 130,400 | | | 10.20 | | | 8.00 | | | — |
| Exercised | — | | | — | | | — | | | — |
| Cancelled/Forfeited | (56,351) | | | 11.05 | | | 8.70 | | | — |
Outstanding as of December 31, 2023 | 617,811 | | | 11.05 | | | 8.70 | | | 8.9 |
Exercisable as of December 31, 2023 | — | | | — | | | — | | | — |
Vested and expected to vest as of December 31, 2023 | 617,811 | | | $ | 11.05 | | | £ | 8.70 | | | 8.9 |
__________________
(1)The applicable exercise prices have been adjusted based on the applicable exchange rate of GBP to US Dollars at the end of each period presented.
Option expense for the years ended December 31, 2024 and 2023 was approximately $550,000 and $518,000, respectively. As of December 31, 2024, there was approximately $410,000 of total unrecognized compensation cost related to non-vested stock option compensation expense, which is expected to be recognized over a weighted-average period of 0.8 years.
The weighted average intrinsic value of stock options was zero a the year ended December 31, 2024.
Restricted Stock Units ("RSUs")
Determining the appropriate fair value model and the related assumptions requires judgment. The fair value of each RSU granted is estimated using a Black-Scholes option-pricing model on the date of grant as follows as for the years ended December 31:
| | | | | | | | | | | |
| 2024 | | 2023 |
| Estimated dividend yield | 10.0% | | 6.0% |
| Expected stock price volatility | 40.0% to 50.0% | | 60.0% |
| Risk-free interest rate | 4.5% to 5.1% | | 3.9% to 5.4% |
| Expected life of instrument (in years) | 1 to 3 years | | 1 to 3 years |
| Weighted-average fair value per share | $7.35 | | $7.05 |
Activity in the Company's non-vested RSUs was as follows for the years ended December 31, 2024 and 2023:
| | | | | | | | | | | |
| Number of RSUs | | Weighted Average Grant Date Fair Value |
Nonvested as of December 31, 2022 | — | | | $ | — | |
| Granted | 450,000 | | | 7.05 | |
| Vested | — | | | — | |
| Cancelled/Forfeited | (5,000) | | | 7.35 | |
Nonvested as of December 31, 2023(1) | 445,000 | | | $ | 7.05 | |
| Granted | 586,000 | | | 7.05 | |
| Vested | (161,670) | | | 7.45 | |
| Cancelled/Forfeited | — | | | — | |
Nonvested as of December 31, 2024(1) | 869,330 | | | $ | 7.00 | |
__________________
(1)The applicable exercise prices have been adjusted based on the applicable exchange rate of GBP to US Dollars at the end of each period presented.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
RSU expense for the years ended December 31, 2024 and 2023, was approximately $1,974,000 and $553,000, respectively. As of December 31, 2024, there was approximately $4,810,000 of total unrecognized compensation cost related to non-vested RSU arrangements, which is expected to be recognized over a weighted-average period of 1.1 years.
Restricted Stock Awards ("RSAs")
Determining the appropriate fair value model and the related assumptions requires judgment. The fair value of each RSA granted is estimated using a Black-Scholes option-pricing model on the date of grant as follows for the years ended December 31:
| | | | | | | | | | | |
| 2024 | | 2023 |
| Estimated dividend yield | 0.0% | | 6.0% |
| Expected stock price volatility | 40.0% | | 60.0% |
| Risk-free interest rate | 5.1% to 5.2% | | 4.9% to 5.4% |
| Expected life of instrument (in years) | 1 year | | 1 to 5 years |
| Weighted-average fair value per share | $7.15 | | $6.55 |
Activity in the Company's non-vested RSAs was as follows for the years ended December 31, 2024 and 2023:
| | | | | | | | | | | |
| Number of RSAs | | Weighted Average Grant Date Fair Value |
Nonvested as of December 31, 2022 | — | | | $ | — | |
| Granted | 601,791 | | | 6.55 | |
| Vested | (164,002) | | | 8.05 | |
| Cancelled/Forfeited | — | | | — | |
Nonvested as of December 31, 2023 | 437,789 | | | $ | 5.95 | |
| Granted | 140,748 | | | 7.15 | |
| Vested | (99,046) | | | 6.70 | |
| Cancelled/Forfeited | — | | | — | |
Nonvested as of December 31, 2024 | 479,491 | | | $ | 6.15 | |
RSA expense for the years ended December 31, 2024 and 2023, was approximately $1,260,000 and $1,435,000, respectively. As of December 31, 2024, there was approximately $2,250,000 of total unrecognized compensation cost related to non-vested RSA arrangements, which is expected to be recognized over a weighted-average period of 2.6 years.
Stock Appreciation Rights ("SARs")
During the year ended December 31, 2023, the Company issued 370,000 SARs to employees. There were no SARs issued during 2024. SARs are not issued shares or committed shares to be issued and therefore do not count against the total number of shares that can be issued under the Omnibus Incentive Plan. Upon exercise of a SAR, the Company shall pay the grantee in cash an amount equal to the excess of the fair market value of a share of stock on the effective date of exercise in excess of the exercise price of the SAR. This cash settlement feature requires the SARs to be classified as a liability and remeasured at each reporting period. The SARs vest over a three-year period with one-third vesting each year after the grant date. The fair value of each SAR granted is estimated using a Black-Scholes option-pricing model and the fair value is adjusted at each reporting period. As of December 31, 2024 and 2023, the total liability recorded was $668,000 and $290,000, respectively.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
The fair value of the SARs was calculated as follows for the years ended December 31:
| | | | | | | | | | | |
| 2024 | | 2023 |
| Estimated dividend yield | 4.0% | | 6.0% |
| Expected stock price volatility | 45.0% | | 60% |
| Risk-free interest rate | 4.4% to 4.5% | | 4.7% |
| Expected life of instrument (in years) | 2.9 to 3.9 years | | 4.5 to 5.5 years |
| Weighted-average fair value per share | $2.55 | | $2.30 |
Activity in the Company's SARs was as follows for the years ended December 31, 2024 and 2023:
| | | | | | | | | | | |
| Number of Shares | | Weighted Average Exercise Price |
Outstanding as of December 31, 2022 | — | | | $ | — | |
| Granted | 370,000 | | | 8.50 | |
| Exercised | — | | | — | |
| Cancelled/Forfeited | (18,000) | | | 8.50 | |
Outstanding as of December 31, 2023 | 352,000 | | | $ | 8.50 | |
| Granted | — | | | — | |
| Exercised | — | | | — | |
| Cancelled/Forfeited | (11,000) | | | 8.35 | |
Outstanding as of December 31, 2024 | 341,000 | | | 8.05 | |
Exercisable as of December 31, 2024 | 113,671 | | | 8.35 | |
Vested and expected to vest as of December 31, 2024 | 341,000 | | | $ | 8.05 | |
SAR expense for the years ended December 31, 2024 and 2023, was approximately $378,000 and $290,000, respectively. The amount of the future expense for all SARs issued will depend upon the value of the Company's common stock and other factors at each future reporting date.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
NOTE 8. INCOME TAXES
The components of income tax expense attributable to income before income taxes was a follows for the years ended December 31, 2024 and 2023:
| | | | | | | | | | | |
| 2024 | | 2023 |
| Current tax expense: | | | |
| Federal | $ | 5,587,700 | | | $ | 5,861,100 | |
| State | 2,251,200 | | | 2,274,500 | |
| Foreign | — | | | — | |
| Deferred tax expense (benefit): | | | |
| Federal | (1,252,000) | | | (491,700) | |
| State | (216,000) | | | (141,100) | |
| Foreign | 173,900 | | | — | |
| Total deferred tax expense (benefit) | (1,294,100) | | | (632,800) | |
| Total provision for income taxes | $ | 6,544,800 | | | $ | 7,502,800 | |
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The acquisitions of KP LLC, Engage, MultiState, Doherty and LPA were taxable asset acquisitions. As such, the purchase consideration for these acquisitions generated tax-deductible goodwill in the combined amount of approximately $47,253,000. A deferred tax asset has been recorded in relation to the excess of the tax deductible goodwill as compared to the GAAP carrying value of goodwill. Of the approximately $47,253,000 of tax deductible goodwill, approximately $32,724,000 is eligible for amortization for tax purposes during the 2024 tax year. None of the goodwill recorded in connection with the acquisition of Pagefield is deductible for tax purposes.
As of December 31, 2024, there are no known items that would result in a material liability related to uncertain tax positions, as such, there are no unrecognized tax benefits. The Company's policy is to recognize interest and penalties related to uncertain tax positions in the provision for income taxes. As of December 31, 2024, the Company had no accrued interest or penalties related to uncertain tax positions.
The Company's 2021 to 2023 domestic income tax return years are open under the statute of limitations for examination by the taxing authorities. Additionally, the Company's income tax return for Pagefield for the years 2020 to 2023 are open under the statute of limitations for examination by the applicable taxing authorities.
The Company has $4,348,000 of foreign net operating losses that carry forward indefinitely. There are no domestic federal or state net operating loss carryforwards as of December 31, 2024.
The Tax Cuts and Jobs Act of 2017 subjects a US shareholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The Company has elected to account for GILTI in the year the tax is incurred. The Company recorded a GILTI inclusion of approximately $642,000 during the year ended December 31, 2024. No GILTI inclusion was recorded for the year ended December 31, 2023.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
Significant components of the Company's deferred tax assets and liabilities are as follows as of December 31:
| | | | | | | | | | | |
| 2024 | | 2023 |
| Deferred tax assets: | | | |
| Other assets | $ | 318,200 | | | $ | 244,900 | |
| Foreign operating losses | 1,087,000 | | | — | |
| Long term incentive plan | 717,400 | | | 847,700 | |
| Foreign equity compensation and accrual | 392,000 | | | — | |
| Goodwill | 10,997,900 | | | 8,082,100 | |
| Lease liability | 5,810,000 | | | 6,764,200 | |
| Total deferred income tax assets | 19,322,500 | | | 15,938,900 | |
| Deferred tax liabilities: | | | |
| Other | (183,700) | | | (218,200) | |
| Intangible assets | (3,152,300) | | | (2,148,200) | |
| Right of use asset | (4,949,000) | | | (5,835,300) | |
| Total deferred income tax liabilities | (8,285,000) | | | (8,201,700) | |
| Total net deferred tax asset | $ | 11,037,500 | | | $ | 7,737,200 | |
A reconciliation for the difference between actual income tax expense (benefit) compared to the amount computed by applying the statutory federal income tax rate to net loss before income tax for the years ended December 31, 2024 and 2023, is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
| Amount | | % of Pretax Earnings | | Amount | | % of Pretax Earnings |
| Federal income tax benefit at statutory rate | $ | (3,656,900) | | | (21.0) | | | $ | (1,415,700) | | | (21.0) | |
| State income taxes, net of federal income tax benefit | (1,167,700) | | | (6.7) | | | (419,600) | | | (6.2) | |
| Nondeductible share-based accounting charge | 8,541,100 | | | 49.1 | | | 8,413,400 | | | 124.8 | |
| Prepaid post-combination compensation expense | 3,106,900 | | | 17.8 | | | 1,713,800 | | | 25.4 | |
| Foreign rate differential | 101,100 | | | 0.6 | | | — | | | — | |
| Other | (379,700) | | | (2.2) | | | (789,100) | | | $ | (11.7) | |
| Total provision for income taxes | $ | 6,544,800 | | | 37.6 | | | $ | 7,502,800 | | | 111.3 | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
NOTE 9. FAIR VALUE MEASUREMENT
As a basis for determining the fair value of certain of the Company's financial instruments, the Company utilizes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1 - Observable inputs such as quoted prices in active markets for identical assets or liabilities;
Level 2 - Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Assets and liabilities measured at fair value are classified in their entirety based on the level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the entire fair value measurement requires management to make judgments and consider the factors specific to the asset or liability.
The following table presents a summary of the Company’s liabilities that are measured at fair value on a recurring basis by their respective fair value hierarchy level for the year ended December 31, 2024:
| | | | | | | | | | | | | | | | | |
| Level 1 | | Level 2 | | Level 3 |
| Other liabilities | $ | — | | | $ | — | | | $ | 4,879,600 | |
| Contingent consideration | — | | | — | | | 10,896,061 | |
| Total liabilities | $ | — | | | $ | — | | | $ | 15,775,661 | |
The following table presents a summary of the Company’s liabilities that are measured at fair value on a recurring basis by their respective fair value hierarchy level for the year ended December 31, 2023:
| | | | | | | | | | | | | | | | | |
| Level 1 | | Level 2 | | Level 3 |
| Other liabilities | $ | — | | | $ | — | | | $ | 2,119,834 | |
| Contingent consideration | $ | — | | | $ | — | | | $ | 6,919,625 | |
| Total liabilities | $ | — | | | $ | — | | | $ | 9,039,459 | |
The carrying values of cash, contract receivables, and accounts payable and accrued expenses at December 31, 2024, and 2023 approximated their fair value due to the short maturity of these instruments.
Financial Instruments that are Measured at Fair Value on a Recurring Basis
Contingent Consideration
The fair value of contingent consideration from the acquisition of KP LLC, MultiState Inc, LPA, and Pagefield was measured using Level 3 inputs.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
The following table summarized the change in fair value, as determined by Level 3 inputs, for the contingent consideration using the Level 3 inputs as follows:
| | | | | |
Balance at December 31, 2022 | $ | 4,245,000 | |
| Fair value at issuance | 2,784,990 | |
| Payout of contingent consideration | (1,821,600) | |
| Change in fair value | 1,711,235 | |
Balance at December 31, 2023 | $ | 6,919,625 | |
| Fair value at issuance | 3,798,077 | |
| Cash and stock payout of contingent consideration | (1,709,250) | |
| Change in fair value | 1,909,750 | |
| Effect of currency translation adjustment | (22,141) | |
Balance at December 31, 2024 | $ | 10,896,061 | |
The change in fair value of the contingent consideration of approximately $1,910,000 for the year ended December 31, 2024, consisted of an increase in the fair value of the contingent consideration for MultiState Inc and KP LLC offset by a decrease in the fair value of the contingent consideration for LPA and Pagefield. The change in fair value was primarily due to the effect of the change in the forecasted growth rate of each entity. The Company performed Monte Carlo simulations to estimate the achievement and amount of certain future operating results. The Monte Carlo simulations utilize estimates including; expected volatility of future operating results, discount rates applicable to future results, and expected growth rates. The Monte Carlo assumptions and inputs (which are Level 3 inputs) are as follows for the year ended December 31, 2024:
| | | | | | | | | | | | | | |
| 2024 | | |
Significant Input | | Weighted Average Input | | Input Range |
| Discount rate for credit risk and time value | | 5.2% | | 5.2% to 5.4% |
| Discount rate for future profit after tax | | 16.4% | | 11.5% to 21.3% |
| Expected volatility of future annual profit after tax | | 31.0% | | 29.0% to 34.0% |
| Forecasted growth rate | | 8.9% | | 4.9% to 70.8% |
The Monte Carlo assumptions and inputs (which are Level 3 inputs) are as follows for the year ended December 31, 2023:
| | | | | | | | | | | | | | |
| 2023 | | |
Significant Input | | Weighted Average Input | | Input Range |
| Discount rate for credit risk and time value | | 5.5% | | 4.8% to 6.5% |
| Discount rate for future profit after tax | | 15.9% | | 14.6% to 21.0% |
| Expected volatility of future annual profit after tax | | 36.2% | | 33.0% to 37.0% |
| Forecasted growth rate | | 12.8% | | 4.9% to 30.3% |
Assumptions related to future operating performance are based on management's annual and ongoing budgeting, forecasting and planning processes and represent management's best estimate of the future results of the Company's operations at a point in time. These estimates are subject to many assumptions, such as the economic environments in which the Company operates, demand for services and competitor actions. Estimated calculations of the future annual profit after tax amounts are discounted to present value using a market participant, weighted average cost of capital, which considers the risk inherent in the probability adjusted future annual profit after tax amounts from services provided. The financial and credit market volatility directly impacts certain inputs and assumptions used to develop the weighted average cost of capital such as the risk-free interest rate, industry beta, debt interest rate, and the Company’s market capital structure. These assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. The use of different inputs and
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
assumptions could increase or decrease the Company’s estimated fair value calculations of the contingent consideration.
Other Liabilities
The fair value of other liabilities, comprising of post-combination compensation obligations of the Company, relates to the acquisitions KP LLC, MultiState Inc, LPA, Pagefield and Doherty. The fair value of other liabilities was measured using the same Monte Carlo simulation with the same Level 3 assumptions and inputs as outlined in the above tables for contingent consideration liabilities. The fair value of post-combination compensation obligations is remeasured at each reporting date, any changes in fair value are reflected as a cumulative catch up to post-combination compensation expense in the period in which the remeasurement occurred.
The following table summarized the change in fair value, as determined by Level 3 inputs, for the other liabilities using the Level 3 inputs as follows:
| | | | | |
Balance at December 31, 2022 | $ | 2,256,660 | |
| Fair value at issuance | 752,560 | |
| Accretion of liability | 1,644,948 | |
| Payout of post combination compensation | (1,845,424) | |
| Change in fair value | (688,910) | |
Balance at December 31, 2023 | $ | 2,119,834 | |
| Fair value at issuance | 348,209 | |
| Accretion of liability | 2,424,378 | |
| Payout of post combination compensation | (981,750) | |
| Change in fair value | 1,253,499 | |
| Transfer to equity | (284,570) | |
Balance at December 31, 2024 | $ | 4,879,600 | |
Financial Instruments that are not Measured at Fair Value on a Recurring Basis
The Notes Payable of the Company are subject to a variable interest rate and as such, the carrying amount closely approximates the fair value of this instrument.
Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis
Certain non-financial assets are measured at fair value on a nonrecurring basis, primarily goodwill, intangible assets (Level 3 fair value measurements) and right-of-use lease assets (Level 2 fair value measurement). Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment. See Note 3 of the Notes included herein for additional information on goodwill and intangible assets and Note 4 of the Notes included herein for additional information on right-of-use lease assets.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
NOTE 10. SEGMENT REPORTING
The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information, and is (iii) regularly reviewed by the Chief Operating Decision Maker (“CODM”), being its Chief Executive Officer, to make decisions regarding resource allocation for the segment and assess its performance. The Company organizes its segments based on the nature of services provided. All segments follow the same basis of presentation and accounting policies as those described throughout the Notes included herein.
The CODM uses Adjusted Pre-Bonus EBITDA to allocate resources and assess performance for each of the segments. Adjusted Pre-Bonus EBITDA enables the CODM to assess the underlying operating performance of each segment exclusive of corporate-level expenses and other non-core items. The CODM used Adjusted Pre-Bonus EBITDA to inform decisions regarding resource allocation among segments, including approval of new hiring, changes to incentive compensation structures, adjustments to discretionary spending, and prioritization of business development initiatives. Adjusted Pre-Bonus EBITDA is defined as net income excluding allocations of certain items that are not directly attributable to the delivery of services to customer. These items include bonuses, corporate level expenses, depreciation, interest expense, interest income, income taxes, share-based accounting charges, post-combination compensation charges, long-term incentive program charges, changes in contingent consideration, amortization of intangibles and gains on bargain purchase. The Company uses Adjusted Pre-Bonus EBITDA on the basis that this measure is a direct reflection of the operating performance of the Company as it excludes items that are not indicative of core operating performance being the delivery of services to customers.
The Company determined that its business is conducted across three reportable segments as of December 31, 2024 as follows: Government Relations Consulting, Corporate Communications & Public Affairs Consulting and Compliance and Insights Services.
•Government Relations Consulting services include federal and state advocacy, strategic guidance, political intelligence and issue monitoring.
•Corporate Communications & Public Affairs Consulting services include crisis communications, community relations, social and digital podcasting, public opinion research, branding and messaging, relationship marketing and litigation support.
•Compliance and Insights Services include Lobbying Compliance services and Legislative Tracking.
The CODM is not regularly provided assets on a segment basis since it is not used to allocate resources and assess performance for each of the segments; therefore, total segment assets have not been disclosed. In addition, for the years ended December 31, 2024 and 2023, revenues in each of the three segments were primarily attributable the United States operations as there were no other country from which the Company derived revenues that exceeded 10%.
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
The following tables present segment information by revenues, significant expenses consisting of staff costs and non-staff costs and Adjusted Pre-Bonus EBITDA by segment, and a reconciliation to the consolidated net loss before income taxes for each of the years ended December 31, 2024, and 2023. For the year ended December 31, 2023, the segment information has been recast to conform to the 2024 segment information.
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2024 |
| Government Relations | | Public Affairs | | Compliance and Insights Services | | Total |
| Revenue | $ | 102,463,869 | | | $ | 36,405,430 | | | $ | 10,694,008 | | | $ | 149,563,307 | |
| Less significant expenses: | | | | | | | |
| Staff costs | 47,341,565 | | | 23,419,061 | | | 4,893,449 | | | 75,654,075 | |
| Non-staff costs | 8,172,581 | | | 5,202,751 | | | 702,469 | | | 14,077,801 | |
| Segment Adjusted Pre-Bonus EBITDA | 46,949,723 | | | 7,783,618 | | | 5,098,090 | | | 59,831,431 | |
| Reconciliation to net loss before income taxes: | | | | | | | |
| Unallocated bonuses | | | | | | | (10,374,636) | |
| Unallocated corporate level expenses | | | | | | | (13,328,121) | |
| Depreciation | | | | | | | (136,121) | |
Share-based accounting charge retained pre-UK IPO shares | | | | | | | (31,803,600) | |
| Post-combination compensation charges | | | | | | | (11,598,647) | |
| Long term incentive program charges | | | | | | | (4,162,000) | |
| Change in contingent consideration | | | | | | | (1,909,750) | |
| Amortization of intangibles | | | | | | | (4,671,178) | |
| Loss from operations | | | | | | | (18,152,622) | |
| Gain on bargain purchase | | | | | | | 2,463,927 | |
| Interest, net | | | | | | | (1,723,449) | |
| Net loss before income taxes | | | | | | | (17,412,144) | |
| Income tax expense | | | | | | | 6,544,800 | |
| Net loss after income taxes | | | | | | | $ | (23,956,944) | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2023 |
| Government Relations | | Public Affairs | | Compliance and Insights Services | | Total |
| Revenue | $ | 95,476,619 | | | $ | 32,256,518 | | | $ | 7,252,685 | | | $ | 134,985,822 | |
| Less significant expenses: | | | | | | | |
| Staff costs | 41,963,175 | | | 19,989,995 | | | 3,547,726 | | | 65,500,896 | |
| Non-staff costs | 7,594,041 | | | 3,516,641 | | | 565,604 | | | 11,676,286 | |
| Segment Adjusted Pre-Bonus EBITDA | 45,919,403 | | | 8,749,882 | | | 3,139,355 | | | 57,808,640 | |
| Reconciliation to net loss before income taxes: | | | | | | | |
| Unallocated bonuses | | | | | | | (13,178,302) | |
| Unallocated corporate level expenses | | | | | | | (9,562,394) | |
| Depreciation | | | | | | | (119,688) | |
Share-based accounting charge retained pre-IPO shares | | | | | | | (30,904,000) | |
| Post-combination compensation charges | | | | | | | (6,295,060) | |
| Long term incentive program charges | | | | | | | (2,796,000) | |
| Change in contingent consideration | | | | | | | (1,711,235) | |
| Amortization of intangibles | | | | | | | (3,878,386) | |
| Loss from operations | | | | | | | (10,636,425) | |
| Gain on bargain purchase | | | | | | | 4,835,777 | |
| Interest, net | | | | | | | (940,824) | |
| Net loss before income taxes | | | | | | | (6,741,472) | |
| Income tax expense | | | | | | | 7,502,800 | |
| Net loss after income taxes | | | | | | | $ | (14,244,272) | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
NOTE 11. RELATED PARTY TRANSACTIONS
As of December 31, 2024, the amounts owed to related parties of approximately $556,000 consists primarily of a working capital loan of approximately $569,000 from the sellers of LPA to the Company, which will be repaid in early 2025.
As of December 31, 2023, the amounts due from related parties of approximately $1,054,000 include the amount expected to be paid to the Company related to working capital loan and adjustments associated with the MultiState acquisition. During the year ended December 31, 2024, the working capital loan and adjustments with MultiState were settled.
During December 2021, the Company entered into a term note agreement ("2021 Note") with The Alpine Group, Inc. ("Alpine Inc"). The 2021 Note provided Alpine Inc with the ability to request a one-time borrowing of up to $750,000 from the Company at any time prior to December 31, 2022. The purpose of the 2021 Note was to provide Alpine Inc with funds to cover certain federal and state income taxes to be owed by Alpine Inc in connection with the sale of shares of the Company's common stock in the UK IPO. During April 2022, the Company advanced $513,000 to Alpine Inc in accordance with the terms of the 2021 Note. The interest rate on the 2021 Note is equal to the Prime Rate as published in the Wall Street Journal. The 2021 Note balance as of December 31, 2024 and 2023 was $513,000. The 2021 Note was classified as a current asset as of December 31, 2024, and a non-current asset as of December 31, 2023. The amount of accrued interest and interest revenue from the 2021 Note is not material. The 2021 Note requires an annual payment of accrued and unpaid interest on the last business day of December each year and through the maturity date of January 16, 2025. During February 2025, the 2021 Note plus accrued interest totaling approximately $532,000 was repaid through the transfer of 63,356 shares of PPHC-Inc common stock from Alpine Inc to the Company, which shares have been retired.
During November 2023, the Company entered into term note agreements ("2023 Notes") with certain employees of the Alpine Group Partners, LLC totaling $1,750,000. The original interest rate on the 2023 Notes was 7.5%. In November 2024, the Company, through Alpine Group Partners, LLC, agreed to reduce the interest rates on the 2023 Notes from 7.5% to 4.45%. The notes are payable in annual installments of $350,000 plus all accrued and unpaid interest beginning on November 1, 2024 with a maturity date of November 1, 2028 or the effective date of the termination of employment of the respective borrower for any reason, if earlier than the maturity date. As of December 31, 2024 and 2023, the 2023 Notes were recorded in notes receivable - related parties with $350,000 classified as a current asset and $1,050,000 and $1,400,000, respectively, classified as a non-current asset. The amount of accrued interest and interest revenue from the 2023 Notes is not material.
NOTE 12. Loss Per Share
The following table shows the computation of basic and diluted loss per share for year ending:
| | | | | | | | | | | |
| 2024 | | 2023 |
| Numerator: | | | |
| Net losses | $ | 23,956,944 | | | $ | 14,244,272 | |
| Less unvested common stock dividends under the two-class method | 7,396,023 | | | 9,291,707 | |
| Net loss attributable to common stockholders | $ | 31,352,967 | | | $ | 23,535,979 | |
| | | |
| Denominator: | | | |
| Weighted-average basic shares outstanding | 13,409,160 | | | 9,325,231 | |
| Basic and diluted loss per share | $ | (2.34) | | | $ | (2.52) | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
The following table includes the outstanding number of shares and potentially dilutive stock options and RSUs as of year end December 31:
| | | | | | | | | | | |
| 2024 | | 2023 |
| Common shares outstanding | 16,883,845 | | | 12,589,489 | |
| Nonvested shares outstanding | 7,133,752 | | | 10,464,904 | |
| Legally outstanding shares | 24,017,597 | | | 23,054,393 | |
Stock options and RSUs outstanding(1) | 1,546,039 | | | 1,062,812 | |
Total securities on a fully diluted basis | 25,563,636 | | | 24,117,205 | |
_______________
(1)The holders of Restricted Stock Units and Stock Options are not entitled to dividends or to vote.
The following table includes the weighted average shares outstanding and potentially dilutive stock options and RSUs for each respective year as of December 31:
| | | | | | | | | | | |
| 2024 | | 2023 |
| Common shares, weighted average | 13,409,160 | | | 9,325,231 | |
| Nonvested shares, weighted average | 10,231,644 | | | 13,194,112 | |
| Legally outstanding shares, weighted average | 23,640,804 | | | 22,519,343 | |
| Stock options and RSUs, weighted average | 1,313,622 | | | 819,210 | |
Total securities on a fully diluted basis, weighted average | 24,954,426 | | | 23,338,553 | |
PUBLIC POLICY HOLDING COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 2024 and 2023
NOTE 13. SUBSEQUENT EVENTS
During January 2025, the Company entered into the Third Amendment to Credit Agreement ("Third Amendment"). The Third Amendment will provide the Company with an additional term loan of up to $24,000,000 ("Second Supplemental Term Facility"). The Company is required to make monthly principal payments on the first day of the month following the month in which the Company draws under the Second Supplemental Term Facility ("2025 Term Loan C"). Through March 1, 2026, the Company is required to make equal monthly installments of principal equal to 0.83% of the unpaid principal balance as of the funding date, plus interest. The Company is then required to make equal monthly installments of principal equal to 1.25% of the unpaid principal as of the funding date, plus interest, through the loan’s maturity date of March 31, 2029. The interest rate on the 2025 Term Loan C is SOFR plus 2.60% per annum.
The Third Amendment also extends the maturity date of 2023 Facility 2 from January 31, 2026 to March 31, 2029 and reduces the annual principal repayments from $291,667 to $175,000. The Company is required to make monthly payments of principal of $175,000 beginning March 28, 2025 through the maturity date of March 31, 2029 for the 2023 Facility 2.
During January 2025, the Company entered into an Asset Purchase Agreement ("TrailRunner Agreement") to acquire TrailRunner International, LLC and its international entities (collectively, the “TrailRunner Seller”). At the closing of the transaction, the Company has agreed to pay the TrailRunner Seller cash in the amount of $28,050,000 and issue 593,228 shares of the Company’s common stock to the TrailRunner Seller at an aggregate fair value of approximately $4,950,000.
In addition, there are additional contingent payments that the TrailRunner Seller can earn in the future depending on certain operating results that are achieved. The total additional amount of consideration that the Company could be required to pay to the TrailRunner Seller is $37,000,000. The transaction closed in April 2025.
Management has evaluated the subsequent events for disclosure in these consolidated financial statements through date of issuance of financial statements, being the date these consolidated financial statements were available for issuance, and determined that no other events have occurred that would require adjustment to or disclosure in these consolidated financial statements.
During July 2025, the Company entered into term note agreement with certain employees totaling $500,000.
On August 1, 2025, the Company acquired Pine Cove Capital, LLC, a premier Texas-based strategic consulting firm for an initial consideration of $3.0 million and a total potential consideration of $13.0 million.
Public Policy Holding Company, Inc.
Shares
Common Stock
Prospectus
| | | | | |
Oppenheimer | Canaccord Genuity |
Texas Capital Securities |
Prospectus dated , 2025
Through and including , 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth all fees and expenses, other than the underwriting discounts and commissions payable solely by us in connection with the offer and sale of the securities being registered. All amounts shown are estimated except for the SEC registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the exchange listing fee.
| | | | | |
| Amount |
SEC registration fee | $ | 8,286.00 | |
FINRA filing fee | [l] |
Exchange listing fee | * |
Printing fees and expenses | * |
Legal fees and expenses | * |
Accounting fees and expenses | * |
Custodian, transfer agent, and registrar fees | * |
Miscellaneous fees and expenses | * |
Total | * |
__________________
*To be provided by amendment.
Item 14. Indemnification of Directors and Officers.
Indemnification of Directors
Under Delaware law, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
Delaware law further provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.
To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding of the types referred to above, or in defense of any claim, issue or matter therein, Delaware law provides that such person will be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Our certificate of incorporation provides that a director (to the fullest extent permitted by law) will not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director. Our certificate of incorporation also provides that, to the fullest extent permitted by Delaware Corporation Law and other applicable law, the Company is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Company in excess of the indemnification and advancement otherwise permitted by Section 145 of the Delaware Corporation Law.
Prior to the the completion of our listing on Nasdaq, we may enter into individual indemnification agreements with each of our directors and executive officers that require us to provide indemnification and advancement of expenses in accordance with our certificate of incorporation and bylaws and that include certain additional provisions, including a requirement that we pay or reimburse the payment of attorneys’ fees and expenses in connection with any action by a director or executive officer to enforce the provisions of his or her indemnification agreements against us.
We also maintain directors and officers’ liability insurance that provides coverage with respect to liabilities asserted against our directors and executive officers incurred in such capacity, or arising out of his or her status as such. This insurance may in certain cases provide coverage with respect to liabilities for which the Company would not have the power to indemnify its directors and executive officers under Delaware law.
Limitation on Liability of Directors
Delaware law permits a corporation to adopt a provision in its certificate of incorporation eliminating or limiting the personal liability of a director, but not an officer, in his or her capacity as such, to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except that such provision may not limit the liability of a director for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) unlawful payment of dividends or stock purchases or redemptions or (iv) any transaction from which the director derived an improper personal benefit.
Our bylaws provide that each person who was or is made a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she is or was a director or officer of the Company or was serving as a director, officer or trustee of another entity at the Company’s request shall be indemnified and held harmless by the Company to the fullest extent permitted by the Delaware Corporation Law against all expenses, liability and loss reasonably incurred or suffered by such indemnitee. Notwithstanding the foregoing, the Company will indemnify any such indemnified person seeking indemnity in connection with a Proceeding (or part thereof) initiated by such indemnified person only if the Proceeding was authorized by our board of directors. Our bylaws also require the Company to pay all expenses (including attorneys’ fees) incurred by an indemnified person in defending any such Proceeding as they are incurred in advance of its final disposition, subject to limitations and repayment as provided in our bylaws.
Reference is made to the form of underwriting agreement to be filed as Exhibit 1.1 hereto for provisions providing that the underwriters are obligated under certain circumstances to indemnify our directors, officers and controlling persons against certain liabilities under the Securities Act of 1933, as amended.
Item 15. Recent Sales of Unregistered Securities.
Since January 1, 2022, we have issued and sold the following securities of the Company (each presented on an adjusted basis to give retrospective effect to the Reverse Stock Split), which were not registered under the Securities Act:
2022
On April 1, 2022, we issued 19,041 shares of Common Stock to the seller as initial consideration for the acquisition of the assets of Matt George Associates, LLC in reliance on the exemption provided in Rule 506(c) under the Securities Act.
On October 1, 2022, we issued 147,918 shares of Common Stock to the sellers as initial consideration for the acquisition of the assets of KP Public Affairs LLC in reliance on the exemption provided in Rule 506(c) under the Securities Act.
On November 1, 2022, we issued 97,461 shares of Common Stock to the seller as initial consideration for the acquisition of the assets of Engage LLC in reliance on the exemption provided in Rule 506(c) under the Securities Act.
During the year ended December 31, 2022, we issued (i) 140,937 options to our executive officers; and (ii) 418,036 options to other Company employees, in each case pursuant to the Omnibus Incentive Plan for services to the Company and in reliance on the exemption provided in Rule 701 under the Securities Act.
2023
On March 6, 2023, we issued 548,144 shares of Common Stock to the sellers as initial consideration for the acquisition of the assets of MultiState Associates, LLC in reliance on the exemption provided in Rule 506(b) under the Securities Act.
On June 26, 2023, we issued 49,078 shares of Common Stock to the sellers as earnout consideration pursuant to the asset purchase agreement relating to the acquisition of the assets of KP Public Affairs LLC in reliance on the exemption provided in Rule 506(c) under the Securities Act.
During the year ended December 31, 2023, we issued (i) 197,761 shares of Common Stock, 143,000 RSUs and 5,000 SARs to our executive officers; and (ii) 404,030 shares of Common Stock, 130,400 options, 307,000 RSUs and 365,000 SARs to other Company employees, in each case pursuant to the Omnibus Incentive Plan for services to the Company and in reliance on the exemption provided in Rule 701 under the Securities Act.
2024
On February 1, 2024, we issued 12,528 shares of Common Stock to John Doherty as initial consideration for the acquisition of the assets of Doherty in reliance on the exemption provided in Rule 506(c) under the Securities Act. .
On March 20, 2024, we issued 21,492 shares of Common Stock to the sellers as earnout consideration under pursuant to the asset purchase agreement relating to the acquisition of the assets of Matt George Associates in reliance on the exemption provided in Rule 506(c) under the Securities Act.
On May 1, 2024, we issued 191,675 shares of Common Stock to the sellers as initial consideration for the acquisition of the assets of Lucas Public Affairs, LLC in reliance on the exemption provided in Rule 506(c) under the Securities Act.
On May 2, 2024, we issued 255,566 shares of Common Stock to the sellers as earnout consideration pursuant to the asset purchase agreement relating to the acquisition of the assets of MultiState Associates, LLC in reliance on the exemption provided in Rule 506(b) under the Securities Act.
On June 7, 2024, we issued 179,528 shares of Common Stock to the sellers as initial consideration for the acquisition of all outstanding share capital of Pagefield Communications Limited in reliance on the exemption provided in Rule 506(c) under the Securities Act.
During the year ended December 31, 2024, we issued (i) 95,533 shares of Common Stock (including 67,668 shares issued upon the vesting of previously issued RSUs) and 141,600 RSUs to our executive officers; and (ii) 206,885 shares of Common Stock (including 94,003 shares issued upon the vesting of previously issued RSUs), 85,000 options and 444,400 RSUs to other Company employees, in each case pursuant to the Omnibus Incentive Plan for services to the Company and in reliance on the exemption provided in Rule 701 under the Securities Act.
2025
On April 1, 2025, we issued 593,228 shares of Common Stock to the sellers as initial consideration for the acquisition of the assets of TrailRunner International, LLC in reliance on the exemption provided in Rule 506(c) under the Securities Act.
On April 14, 2025, we issued 2,000 shares to an employee upon the vesting of RSUs previously issued under the Omnibus Incentive Plan for services to the Company in reliance on the exemption provided in Rule 701 under the Securities Act.
On June 18, 2025, we issued 65,647 shares of Common Stock to the sellers as earnout consideration pursuant to the asset purchase agreement relating to the acquisition of the assets of KP Public Affairs LLC in reliance on the exemption provided in Rule 506(c) under the Securities Act.
On June 18, 2025, we issued (i) 60,984 shares of Common Stock (including 9,334 shares issued upon the vesting of previously issued RSUs) and 114,280 RSUs to our executive officers; and (ii) 232,937 shares of Common Stock (including 89,000 shares issued upon the vesting of previously issued RSUs), 62,588 options and 384,252 RSUs to other Company employees, in each case pursuant to the Omnibus Incentive Plan for services to the Company and in reliance on the exemption provided in Rule 701 under the Securities Act.
On July 22, 2025, we issued 47,201 shares of Common Stock (all of which was issued upon the vesting of previously issued RSUs) to our executive officers; and (ii) 138,271 shares of Common Stock (all of which was issued upon the vesting of previously issued RSUs) to other Company employees, in each case pursuant to the Omnibus Incentive Plan for services to the Company and in reliance on the exemption provided in Rule 701 under the Securities Act.
On August 1, 2025, we issued 42,830 shares of Common Stock to the sellers as initial consideration for the acquisition of the assets of Pine Cove Capital LLC, in reliance on the exemption provided in Rule 506(c) under the Securities Act.
Item 16. Exhibits and Financial Statements.
(a)Exhibits
The exhibit index attached hereto is incorporated herein by reference.
(b)Financial Statement Schedules
All schedules have been omitted because the information required to be set forth in the schedules is either not applicable or is shown in the financial statements or notes thereto.
Item 17. Undertakings.
(a)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(b)The undersigned hereby further undertakes that:
(1)For purposes of determining any liability under the Securities Act the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)For the purpose of determining any liability under the Securities Act each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
INDEX TO EXHIBITS
| | | | | | | | |
Exhibit No. | | |
| | |
| 1.1* | | Form of Underwriting Agreement. |
| | |
3.1 | | |
| | |
3.2 | | |
| | |
5.1* | | Opinion of Fried, Frank, Harris, Shriver & Jacobson (London) LLP. |
| | |
| 10.1 | | |
| | |
| 10.2 | | |
| | |
| 10.3 | | |
| | |
| 10.4 | | |
| | |
| 10.5 | | |
| | |
| 10.6 | | |
| | |
| 10.7 | | |
| | |
| 10.8 | | |
| | |
| 10.9 | | |
| 10.10 | | |
| 10.11 | | |
| | |
| 10.12 | | |
| | |
| 10.13 | | First Amendment to the Credit Agreement dated February 28, 2023, among, inter alios, Public Policy Holding Company, Inc., as Borrower, and Bank of America, N.A., as Lender, dated April 30, 2024. |
| | |
| 10.14 | | Second Amendment to the Credit Agreement dated February 28, 2023, among, inter alios, Public Policy Holding Company, Inc., as Borrower, and Bank of America, N.A., as Lender, dated June 6, 2024. |
| | |
| 10.15 | | Third Amendment to the Credit Agreement dated February 28, 2023, among, inter alios, Public Policy Holding Company, Inc., as Borrower, and Bank of America, N.A., as Lender, dated January 24, 2025. |
| | |
| 16.1 | | |
| | |
| 16.2 | | |
| | |
| 21.1 | | |
| | |
| 23.1 | | |
| | |
| 23.2 | | |
| | |
| 23.3 | | |
| | |
| 23.4 | | |
| | |
23.5* | | Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1). |
| | |
| 24.1 | | |
| | |
| 107 | | |
__________________
*To be filed by amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Public Policy Holding Company, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington, DC, on October 10, 2025.
| | | | | | | | |
| Public Policy Holding Company, Inc. |
| | |
| By: | /s/ George Stewart Hall |
| Name: | George Stewart Hall |
| Title: | Chief Executive Officer |
POWER OF ATTORNEY
Each of the undersigned officers and directors of Public Policy Holding Company, Inc. hereby constitutes and appoints George Stewart Hall and Roeland Smits, and each of them any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this registration statement on Form S-1, and any other registration statement relating to the same offering (including any registration statement, or amendment thereto, that is to become effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and any and all amendments thereto (including post-effective amendments to the registration statement), and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities set forth opposite their names and on the date indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
/s/ George Stewart Hall | | Chief Executive Officer (principal executive officer) | | 10/10/2025 |
George Stewart Hall | | |
| | | | |
/s/ Roeland Smits | | Chief Financial Officer (principal financial and accounting officer) | | 10/10/2025 |
Roeland Smits | | |
| | | | |
/s/ Simon Lee | | Non-Executive Director and Chairperson | | 10/10/2025 |
Simon Lee | | |
| | | | |
/s/ Zachary Williams | | Executive Director | | 10/10/2025 |
Zachary Williams | | |
| | | | |
/s/ Keenan Austin Reed | | Executive Director | | 10/10/2025 |
Keenan Austin Reed | | |
| | | | |
| | | | |
/s/ Benjamin Ginsberg | | Non-Executive Director | | 10/10/2025 |
| Benjamin Ginsberg | | |
| | | | |
/s/ Kimberly White | | Non-Executive Director | | 10/10/2025 |
| Kimberly White | | |
| | | | | | | | |
| Delaware | Page 1 |
| The First State | |
I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “PUBLIC POLICY HOLDING COMPANY, INC.”, FILED IN THIS OFFICE ON THE FIRST DAY OF OCTOBER, A.D. 2025, AT 2:01 O`CLOCK P.M.
| | | | | | | | | | | | | | | | | |
4992651 8100
SR# 20254145755 | | | /s/ C.P. Sanchez |
| Charuni Patibanda-Sanchez, Secretary of State |
| | | |
| | Authentication: 204916679
Date: 10-01-25 |
| |
| |
| You may verify this certificate online at corp.delaware.gov/authver.shtml |
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PUBLIC POLICY HOLDING COMPANY, INC.
(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)
Public Policy Holding Company, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”),
DOES HEREBY CERTIFY:
1. That the name of this corporation is “Public Policy Holding Company, Inc.” This corporation was originally incorporated pursuant to the DGCL on February 4, 2021.
2. That the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation as previously amended and restated, and declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be further amended and restated in its entirety to read as follows:
FIRST: The name of this corporation (the “Corporation”) is:
Public Policy Holding Company, Inc.
SECOND: The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
FOURTH:
A. CLASSES OF STOCK.
The total number of shares which the Corporation shall have authority to issue is one billion, one hundred million (1,100,000,000) shares, of which 1,000,000,000 shares are to be Common Stock, $0.001 par value per share (“Common Stock”), and 100,000,000 shares are to be Preferred Stock, par value $0.001 par value per share (“Preferred Stock”). The aggregate par value of all shares of capital stock of the Corporation is one million, one hundred thousand dollars ($1,100,000).
Upon the filing and effectiveness of this Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), each five (5) shares of the Corporation’s Common Stock, either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, without any further action by the Corporation or the holder thereof (the “Reverse Stock Split”). Any stock certificates and book-entry position that, immediately prior to the Effective Time, represented shares of Common Stock would, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of Common Stock equal to the product obtained by multiplying the number of shares of Common Stock represented by such certificates or book-entry position immediately prior to the Effective Time by one-fifth; provided, however, that no fractional interests in shares of Common Stock shall be issued in connection with the Reverse Stock Split. If the Reverse Stock Split would result in the issuance of any fractional share of Common Stock, each fractional share of Common Stock will be rounded up to the nearest whole share of Common Stock after all of the fractional interests of a holder have been aggregated. The authorized number of shares, and par value per share, of Common Stock shall not be affected by the Reverse Stock Split.
The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation:
B. COMMON STOCK
1. Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock on all matters submitted to a vote of the stockholders generally. There shall be no cumulative voting.
2. Redemption. The Common Stock is not redeemable at the option of the holder thereof.
C. PREFERRED STOCK
1. General. The Preferred Stock may be issued in one or more series from time to time, with each such series to consist of such number of shares and to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors of the Corporation and included in a certificate of designation, filed pursuant to the DGCL, and the Board of Directors is hereby expressly vested with the authority, to the fullest extent now or hereafter provided by law, to adopt any such resolution or resolutions.
2. Classification. The Board of Directors may classify any unissued shares of Preferred Stock and reclassify any previously classified but unissued shares of Preferred Stock of any series from time to time into one or more series of stock. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:
a. the number of shares constituting such series, including any increase or decrease in the number of shares of any such series (but not below the number of shares in any such series then outstanding), and the distinctive designation of such series;
b. the dividend rate on the shares of such series, if any, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of such series;
c. whether the shares of such series shall have voting rights (including multiple or fractional votes per share) in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
d. whether the shares of such series shall have conversion privileges, and, if so, the terms and conditions of such privileges, including provision for adjustment of the conversion rate in such events as the Board shall determine;
e. whether or not the shares of such series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption rates;
f. whether a sinking fund shall be provided for the redemption or purchase of shares of such series, and, if so, the terms and the amount of such sinking fund;
g. the rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of such series; and
h. any other relative rights, preferences and limitations of such series.
3. Stockholder Approval. Unless otherwise determined by holders of seventy-five percent (75%) of the votes cast affirmatively or negatively on the matter, the Corporation shall not issue any shares of Preferred Stock. Notwithstanding the foregoing, this Section 3 of Article Fourth, Part C shall cease to apply with immediate effect from the date that the Corporation no longer has any shares of its capital stock listed or admitted to trading on the Main Market of the London Stock Exchange or on AIM, or any successor to either of them.
D. PROVISIONS
1. Defined Terms. For purposes of this Certificate of Incorporation, the following capitalized terms shall have the meaning given such terms set forth below:
“Acting in concert” means Persons who, pursuant to an agreement, arrangement or understanding (whether formal or informal), co-operate to obtain or consolidate Control of the Corporation or to frustrate the successful outcome of an offer for the Corporation. A Person and each of its affiliated Persons will be deemed to be acting in concert with each other;
“Admission” means, the admission of shares of Common Stock to trading on an Authorized Exchange, on terms and conditions acceptable to the Board in its sole and absolute discretion;
“AIM” means AIM, a market operated by the London Stock Exchange;
“Authorized Exchange” means, AIM or any other market of the London Stock Exchange;
“Beneficial ownership” means, with respect to a security (i) sole or shared voting power (whether conditional or absolute and including the power to vote, or to direct the voting of, such security or a general control of such security); and/or (ii) investment power (which includes the power to dispose, or to direct the disposition of, such security), whether direct or indirect and whether through any contract, arrangement, understanding, relationship or otherwise; and/or (iii) by virtue of any agreement to purchase, option or derivative: (a) the right or option to acquire them or call for their delivery; or (b) an obligation to take delivery of them, whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; and/or (iv) is party to any derivative: (a) whose value is determined by reference to their price; and (b) which results, or may result, in a long position in them;
“Board” or “Board of Directors” means the Board of Directors of the Corporation.
“Control” means a holding or having the power to direct the voting of securities representing thirty percent (30%) or more of the Voting Rights, irrespective of whether the holding or holdings gives de facto control;
“Disclosure and Transparency Rules” means the Disclosure and Transparency Rules published by the FCA (as defined below) as amended from time to time;
“Disclosure Notice” means a notice issued by the Corporation pursuant to Section 5(b)(ii) of Article Fourth, Part D requiring the disclosure of beneficial ownership of shares of capital stock of the Corporation;
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;
“FCA” means the Financial Conduct Authority of the United Kingdom, or such entities which take over the functions of the FCA for the oversight of the Disclosure and Transparency Rules;
“London Stock Exchange” means London Stock Exchange plc;
“New Securities” means any shares of capital stock of the Corporation or any other shares or securities convertible into shares of capital stock of the Corporation or any warrants or options to purchase shares or securities convertible into shares of capital stock of the Corporation;
“Operator” means any Person who is a stockholder of record of the Corporation by virtue of his, her or its holding stock of the Corporation as trustee or nominee on behalf of those Persons who beneficially own capital stock of the Corporation and have elected to hold such capital stock in dematerialized form through a depositary interest;
“Person” means an individual, corporation, firm, fund, partnership (general or limited), association, limited liability company, joint venture, trust, estate or other legal entity or organization;
“Restrictions” means one or more of the restrictions referred to in Section 5(b)(iv)(1) of Article Fourth, Part D determined by the Board of Directors;
“SEC” means the U.S. Securities and Exchange Commission;
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;
“Specified Shares” means the shares specified in a Disclosure Notice; and
“Voting Rights” means the right to vote issued and outstanding securities of the Corporation as provided herein and under the DGCL at the relevant time;
2. Reserved.
3. Depositary Interests. The Board shall, subject to any applicable laws and regulations, the facilities and requirements of any relevant system concerned and this Certificate of Incorporation and the bylaws of the Corporation (as may be amended and/or restated from time to time, the “Bylaws”), have the power to implement and/or approve any arrangements it may, in its sole and absolute discretion, determine to be advisable in relation to (without limitation) the evidencing of title to and transfer of interest in shares of the capital stock of the Corporation in the form of depositary interests or similar interests, instruments or securities and, to the extent such arrangements are so implemented, no provision of this Certificate of Incorporation shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer of the shares in the capital of the Corporation represented thereby. The Board may from time to time take such actions and do such things as it may, in its sole and absolute discretion, determine to be advisable in relation to the operation of any such arrangements.
4. Mandatory Takeover Offer.
a. Offer Requirements. Subject to the DGCL, the terms of any Certificate of Designation filed from time to time, the Securities Act, the Exchange Act (if the Corporation has a class of equity securities registered under the Exchange Act) and any applicable SEC rules and regulations, and for so long as the Corporation has any shares admitted to trading on AIM (or any successor body or organization) when (i) any Person acquires, whether by a series of transactions over a period of time or not, beneficial ownership of securities that (taken together with securities owned, held or acquired by Persons acting in concert with such Person) represents at the time of, and
including such acquisition, thirty percent (30%) or more of the Voting Rights; or (ii) any Person who, together with Persons acting in concert with such Person, holds beneficial ownership of securities representing not less than thirty percent (30%) but not more than fifty percent (50%) of the Voting Rights, and such Person, or any Person acting in concert with such Person, acquires additional securities that will increase his, her or its percentage of the Voting Rights, then such Person and any Person acting in concert with such Person (each such Person referred to as an “Offeror”) shall extend an offer to purchase all issued and outstanding shares of the Corporation’s capital stock, in accordance with this Section 4 of Article Fourth, Part D (an “Offer”), to the Board and the holders of all issued and outstanding capital stock of the Corporation.
b. The obligation to make an Offer pursuant to Section 4(a) of Article Fourth, Part D shall not apply to (i) any underwriter, or (ii) any Person(s) in relation to whom the obligation to make an Offer pursuant to Section 4(a) of Article Fourth, Part D would not have arisen but for the exercise by any such Person of an entitlement or right to acquire shares of capital stock of the Corporation pursuant to an option or warrant granted to such Person by the Corporation prior to the date of Admission (the “Admission Date”) or pursuant to an option or warrant granted to such Person by the Corporation after the Admission Date pursuant to a pre-existing contractual commitment of the Corporation to issue such warrant or option; or (iii) in the case of a natural stockholder, if such stockholder dies, the survivors or survivor (where he or she was a joint holder), his or her personal representative and any person registered as holder of stock pursuant to its transmission to that person by operation of the law. Such Offer must be conditional only upon the Offeror having received acceptances in respect of shares of capital stock of the Corporation that, together with all of the shares of capital stock of the Corporation beneficially owned by such Offeror or any Person acting in concert with such Offeror, will result in the Offeror and any Person acting in concert with such Offeror beneficially owning shares of capital stock of the Corporation representing more than fifty percent (50%) of the Voting Rights; provided, however, that an offer must be unconditional if the Offeror (and any Person acting in concert with such Offeror) holds securities of the Corporation carrying more than fifty percent (50%) of the Voting Rights before the Offer is made. No acquisition of securities which would give rise to the obligation to make an Offer under this Section 4 of Article Fourth, Part D may be made if the making or implementation of such Offer would or might be dependent on the approval or passing of a resolution at any meeting of the stockholders or beneficial owners of the Offeror or upon any other condition, consent or arrangement.
For purposes of this Section 4 of Article Fourth, Part D, the grant of an option to acquire existing issued shares of capital stock of the Corporation will be deemed to constitute the acquisition by the grantee of the option of securities giving rise to the obligation to make an Offer under Section 4(a) of Article Fourth, Part D where the relationship and arrangements between the parties concerned is such that effective Control of the shares of capital stock of the Corporation has passed to the grantee of the option.
c. Form of Offer. An Offer must be made in writing and publicly disclosed, must be open for acceptance for a period of not less than 30 days and, if the Offer is made
conditional as to acceptances and becomes or is declared unconditional as to acceptances, must remain open for not less than 14 days after the date on which it would otherwise have expired (the “Offer Period”). An Offer must, in respect of each class or series of capital stock of the Corporation, be in cash or be accompanied by a cash alternative at a value not less than the highest price (as computed in accordance with Section 4(d) of Article Fourth, Part D) paid by the Offeror for shares of that class or series during the Offer Period and within 12 months prior to its commencement (the “Highest Price”). The Highest Price shall be determined by the Board or any advisor retained by the Board for such purpose; provided, however, that the Board or any advisor retained by the Board shall adhere to the guidelines set forth in Section 4(d) of Article Fourth, Part D.
d. Calculation of Highest Price
i. Non-Cash Consideration. When capital stock of the Corporation has been acquired for consideration other than cash in a transaction giving rise to an obligation to make an Offer under this Section 4 of Article Fourth, Part D, the Offer must nevertheless be in cash or be accompanied by a cash alternative of at least equal value, which value must be determined by an independent valuation.
ii. Stamp Duty and Broker's Commission. In calculating the Highest Price, stamp duty and broker's commission, if any, shall be excluded.
iii. Listed Securities. If capital stock of the Corporation has been acquired in exchange for listed securities in a transaction giving rise to an obligation to make an Offer under this Section 4 of Article, Fourth Part D, the Highest Price will be established by reference to the middle market price of such listed securities on the applicable market on the date of such acquisition.
iv. Conversion, Warrants, Options or Other Subscription Rights. If capital stock of the Corporation is admitted to trading on AIM and has been acquired by the conversion or exercise (as applicable) of convertible securities, warrants, options or other subscription rights, the Highest Price shall be established by reference to the middle market price of such capital stock on the London Stock Exchange at the close of business on the day on which the relevant exercise or conversion notice was submitted provided that if the convertible securities, warrants, options or subscription rights were acquired during the Offer Period or within 12 months prior to its commencement, they will be treated as if they were purchases of the underlying capital stock of the Corporation at a price equal to the sum of the purchase price of such convertible securities, warrants, options or other subscription rights plus the relevant conversion or exercise price paid (or if such convertible securities, warrants, options or other subscription rights have not yet been converted or exercised, the maximum conversion or exercise price payable under the relevant conversion or exercise terms).
e. Sales by Directors. In the event that any director of the Corporation (or any of his or her affiliates) sells shares of the Corporation to a purchaser as a result of which the
purchaser is required to make an Offer under this Section 4 of Article Fourth, Part D, such director must use reasonable commercial efforts to ensure that as a condition of the sale the purchaser undertakes to fulfill its obligations under this Section 4 of Article Fourth, Part D, provided that doing so would not be inconsistent with such director’s fiduciary duties to the Corporation and its stockholders. In addition, unless inconsistent with a director’s fiduciary duties to the Corporation and its stockholders, such director shall not resign from the Board until the closing date of the Offer or the date when the Offer becomes or is declared wholly unconditional, whichever is later.
f. Public Disclosure. No Offeror or nominee of an Offeror may be appointed to the Board, nor may an Offeror exercise the Voting Rights represented by the securities of the Corporation held by such Offeror, until public disclosure of the Offer has been made.
g. Stockholder Waiver of Offer Obligation. The obligation to make an Offer under this Section 4 of Article Fourth, Part D may be waived in the circumstances and with the relevant consent described below:;
i. the obligation may be waived in any circumstance with the consent of the holders of more than fifty percent (50%) of the Voting Rights (excluding for this purpose the Voting Rights of the Offeror and any Persons who are affiliated or acting in concert with the Offeror);
ii. if an issuance or allotment of New Securities by the Corporation as consideration for an acquisition or a cash subscription would otherwise result in an obligation to make an Offer under this Section 4 of Article Fourth, Part D the obligation may be waived with the consent of the holders more than fifty percent (50%) of the Voting Rights of those Persons who are neither the proposed allottee(s) of the New Securities nor affiliated or acting in concert with the proposed allottee(s) of such New Securities; or
iii. the obligation may be waived with the consent of the Board.
h. Consequences of Noncompliance. If an Offeror shall fail to comply with this Section 4 of Article Fourth, Part D, or shall fail to comply with such Offeror's obligations under the Offer, and shall persist in such failure after written notice from the Corporation to such Person(s), the Board may (subject to any other approvals or authorizations that may be required):
i. require such Person(s) to provide such information as the Board considers appropriate;
ii. make an award for costs against the Offeror;
iii. determine that some or all of such securities acquired in breach of this Section 4 of Article Fourth, Part D be sold;
iv. direct that the Offeror shall not be entitled to exercise any Voting Rights; and/or
v. direct that no dividends shall be paid in respect of all or any of the capital stock of the Corporation held by the Offeror.
The restrictions in subparagraphs (iv) and (v) of this Section 4(h) of Article Fourth, Part D may be waived at the discretion of the Board, and shall be waived when (i) the shares subject to such restrictions are proved to the reasonable satisfaction of the Board to have been sold to a new beneficial owner that is not affiliated or acting in concert with the Offeror, (ii) such shares have been sold pursuant to an Offer made to all holders of shares of the Corporation on terms which do not differentiate between such holders; or (iii) the provisions of this Section 4 of Article Fourth, Part D relating to the Offer or, as the case may be, the Offeror's obligations under the Offer, have been complied with in full.
i. Severability. If any term or provision in this Article Fourth, Part D shall be in violation of any applicable law or public policy, then this Article Fourth, Part D shall be deemed to include such provision only to the fullest extent that it is legal, valid and enforceable, and the remainder of the terms and provisions herein shall be construed as if such illegal, invalid, unlawful, void, voidable or unenforceable term or provision were not contained herein; if this Section 4 of Article Fourth, Part D shall be in violation of any applicable law or public policy in its entirety, then this Certificate of Incorporation shall be deemed not to include the applicable provisions of this Article Fourth, Part D.
j. Interpretation. To the fullest extent permitted by law and subject to the rights of the stockholders set forth herein, the Board shall have the exclusive power and authority to administer and interpret the provisions of this Section 4 of Article Fourth, Part D and to exercise all rights and powers specifically granted to the Board or the Corporation or as may be necessary or advisable in the administration of this Section 4 of Article Fourth, Part D, and all such actions, calculations, determinations and interpretations which are done or made by the Board in good faith shall be final, conclusive and binding on the Corporation and the beneficial and record owners of the capital stock of the Corporation.
k. Affiliate. For purposes of this Section 4 of Article Fourth, Part D, the term “affiliate” shall mean (i) with respect to an entity (1) any other Person directly or indirectly controlling, controlled by, or under common control with such entity, (2) any other Person owning or controlling ten percent (10%) or more of the outstanding voting interests in such entity, (3) any officer, director, general partner, manager or managing member of such entity or (4) any other Person that is an officer, director, general partner, manager, managing member or holder of ten percent (10%) or more of the voting interests of any other Person described in subsections (1) through (3) above, and (ii) with respect to an individual (1) any other Person directly or indirectly controlled by such individual, (2) any parent, grandparent, adult sibling, adult child or adult grandchild, or the spouse, of such individual, (3) any trust established for the benefit of such individual, for the benefit of any minor child or minor grandchild of such individual, or for the benefit of any other individual described in Section 4(K)(i)(2) of this Article Fourth, Part D, or (4) the testamentary estate, executor, executrix,
administrator, personal representative, heir or devisee of such individual. The term “affiliated with” shall have a corresponding meaning.
5. Disclosure of Voting Rights and Interests.
a. Disclosure of Voting Rights.
i. Notification. Without prejudice to and in addition to any obligation to disclose under the Disclosure and Transparency Rules, a Person must notify the Corporation of the percentage of his, her or its Voting Rights if the percentage of Voting Rights which he, she or it holds, directly or indirectly, as a stockholder of the Corporation or through his, her or its direct or indirect holding of financial instruments as set out in the Disclosure and Transparency Rules (or a combination of such holdings):
1. reaches, exceeds or falls below three percent (3%), four percent (4%), five percent (5%), six percent (6%), seven percent (7%), eight percent (8%), nine percent (9%), ten percent (10%) and each one percent (1%) threshold thereafter up to one hundred percent (100%); or
2. reaches, exceeds or falls below an applicable threshold in this Section 5(a)(i)(1) of Article Fourth, Part D as a result of events changing the breakdown of Voting Rights and on the basis of information disclosed by the Corporation in accordance with the requirements of the Disclosure and Transparency Rules (or in accordance with requirements which are treated as equivalent to those set out in the Disclosure and Transparency Rules).
ii. Timing of Notification. Without prejudice to and in addition to any obligation to disclose under the Disclosure and Transparency Rules, the notification set forth in Section 5(a)(i) of Article Fourth, Part D to the Corporation shall be effected as soon as possible, but in any event no later than two (2) trading days after the date on which the relevant Person:
1. learns of the acquisition or disposal or of the possibility of exercising Voting Rights, or on which, having regard to the circumstances, should have learned of the acquisition or disposal of, or the possibility of exercising Voting Rights, regardless of the date on which the acquisition, disposal or possibility of exercising Voting Rights takes effect; or
2. is informed about the event mentioned in Section 5(a)(i)(2) of Article Fourth, Part D.
iii. Form of Notification. A notification must be made using the form TR1 available in electronic format at the FCA’s website at www.fca.org.uk.
b. Disclosure of Interests.
i. Generally. For the purposes of this Section 5(b) of Article Fourth, Part D:
1. a Person who is interested in a right to subscribe for, or convert into, shares of the Corporation shall be deemed to be interested in shares and references to interests in shares shall include any interest whatsoever in such shares including, without limitation:
a. a right to control, directly or indirectly, the exercise of any right conferred by the holding of shares alone or in conjunction with any Person and the interest of any Person shall be deemed to include the interest of any other Person deemed to be so acting in concert;
b. the interest of a beneficiary of a trust of property where such interest in shares of the Corporation is comprised in the property; and
c. Persons having a joint interest are taken each of them to have that interest.
2. a Person is taken to have an interest in shares of the Corporation if:
a. he, she or it enters into a contract for the purchase of shares of the Corporation by him, her or it (whether for cash or other consideration);
b. not being the registered holder, he, she or it is entitled to exercise any right conferred by the holding of shares of the Corporation or is entitled to control the exercise of any such right;
c. if otherwise than by virtue of having an interest under a trust, he, she or it has a right to call for delivery of shares of the Corporation to himself, herself or itself or to his, her or its order, whether the right or obligation is conditional or absolute; or
d. if otherwise than by virtue of having an interest under a trust, he, she or it has a right to acquire an interest in shares of the Corporation or is under an obligation to take an interest in shares of the Corporation, whether the right or obligation is conditional or absolute.
3. a Person shall be treated as appearing to be interested in shares of the Corporation if:
a. the Person has been named in a Disclosure Notice as being interested;
b. in response to a Disclosure Notice, the Person holding the Specified Shares or another Person appearing to be interested in them has failed to establish the identities of those who are interested and (taking into account the response and other relevant information) the Corporation has reasonable cause to believe that the Person in question is or may be interested in such Specified Shares; or
c. the Person holding the Specified Shares is an Operator and the Person in question has notified the Operator that he, she or it is so interested.
ii. Disclosure Notices.
1. The Board of Directors may serve a Disclosure Notice in writing on any Person whom the Board of Directors knows or has reasonable cause to believe to be interested in shares of the Corporation, requiring such Person to indicate whether or not it is the case and, where such Person holds any interest in any such shares of the Corporation, to give such further information as may be required by the Board of Directors.
2. Any Disclosure Notice may require the Person to whom it is addressed to give particulars of his, her or its own present interest in shares of the Corporation.
3. A notice under this Section 5(b)(ii) of Article Fourth, Part D shall require any information given in response to the Disclosure Notice to be given in writing within such reasonable time as may be specified in the Disclosure Notice (subject to Section 5(b)(v) and Section 5(b)(vii) of Article Fourth, Part D).
4. A notice which has taken effect under this Section 5(b)(ii) of Article Fourth, Part D shall remain in effect in accordance with its terms following a transfer of the shares of the Corporation to which it relates unless and until the Board of Directors determines otherwise and notifies the stockholder accordingly.
iii. Failure to Timely Respond. Notwithstanding anything in this Section 5(b) of Article Fourth, Part D to the contrary, if:
1. a Disclosure Notice has been served on a Person appearing to be interested in Specified Shares; and
2. the Corporation has not received the information required in respect of the Specified Shares within a period of fourteen (14) days (subject to Section 5(b)(v) and Section 5(b)(vii) of Article Fourth, Part D) after the service of the Disclosure Notice, then the Board of Directors may determine that the stockholder holding or who is interested in Specified Shares is subject to the Restrictions in respect of such shares. The Corporation shall, as soon as practicable after the determination, give notice to the relevant Person stating that (until such time as the Board of Directors determines otherwise under Section 5(b)(vii) of Article Fourth, Part D) the Specified Shares shall be subject to the Restrictions stated in the Disclosure Notice.
iv. Restrictions.
1. Subject to Section 5(b)(iv)(2), Section 5(b)(v) and Section 5(b)(vii) of Article Fourth, Part D, the Restrictions which the Board of Directors determines
applicable to Specified Shares shall be one or more (as determined by the Board of Directors) of the following:
a. the Person holding the Specified Shares shall not be entitled, in respect of the Specified Shares, to be present or to vote (either personally, or by proxy or otherwise) at an annual or special meeting of the stockholders of the Corporation or at a separate meeting of the holders of a class or series of shares of the Corporation, or to exercise any other right in relation to an annual or special meeting of the stockholders of the Corporation or a separate class meeting;
b. no transfer of the Specified Shares shall be effective or shall be recognized by the Corporation; and
c. no dividend or other sums which would otherwise be payable on or in respect of the Specified Shares shall be paid to the Person holding the Specified Shares and, in circumstances where an offer of the right to elect to receive shares instead of cash in respect of a dividend is or has been made, an election made in respect of the Specified Shares shall not be effective.
2. The Board of Directors may determine that one or more Restrictions imposed on Specified Shares shall cease to apply at any time, provided, however, that the Board of Directors has given notice to the holder of the Specified Shares within seven (7) days of the cessation of such Restrictions and has identified the date upon which the Restrictions ceased to apply. If the Corporation receives the information required in the relevant Disclosure Notice, the Board of Directors shall, within seven (7) days of receipt, determine that all Restrictions imposed on the Specified Shares shall cease to apply and shall give notice to the holder of the Specified Shares within seven (7) days of the cessation of all such Restrictions and shall identify the date upon which the Restrictions ceased to apply. In addition, the Board of Directors shall determine that all Restrictions imposed on the Specified Shares shall cease to apply if the Corporation receives an executed and, if necessary, duly stamped instrument of transfer in respect of the Specified Shares, which would otherwise be given effect to:
a. if the transfer is made pursuant to a sale of the Specified Shares on AIM;
b. if the transfer is by way of an acceptance of an Offer to acquire all the shares in the Corporation or all the shares in the Corporation of any class or series or classes or series (other than shares which at the date of the Offer are already held by the Offeror), being an Offer on terms which are the same in relation to all the shares to which the Offer relates or, where such shares include shares of different classes, in relation to all the shares of each class; or
c. if the transfer is made pursuant to a sale which is shown to the satisfaction of the Board of Directors to be a bona fide sale of the whole of the beneficial interest in the Specified Shares to a Person who is unconnected with the transferor or with any other Person appearing to be interested in the shares.
3. Where dividends or other sums payable on Specified Shares are not paid as a result of Restrictions having been imposed, the dividends or other sums shall accrue and be payable (without interest) on the date the relevant Restrictions cease to apply.
4. If the Board of Directors makes a determination under Section 5(b)(iv)(2) of Article Fourth, Part D, it shall notify the purported transferee as soon as practicable and any Person may make representations in writing to the Board of Directors concerning the determination. Neither the Corporation nor the Board of Directors shall in any event be liable to any Person as a result of the Board of Directors having imposed Restrictions, or failed to determine that Restrictions shall cease to apply, if the Board of Directors has acted in good faith.
v. Exceptions. Where the Specified Shares represent less than one-quarter of one percent (0.25%) of the issued and outstanding shares of the Corporation or shares of the same class as the Specified Shares in issue at the date of issue of the relevant Disclosure Notice, then:
1. the period of fourteen (14) days referred to in Section 5(b)(iii)(2) of Article Fourth, Part D is to be treated as a reference to a period of twenty-eight (28) days; and
2. any determination made by the Board of Directors under Section 5(b)(iv)(1) of Article Fourth, Part D may only impose the Restrictions referred to in Section 5(b)(iv)(1)(a) of Article Fourth, Part D.
vi. Shares Issued in Respect of Specified Shares. Shares issued in respect of Specified Shares that are at the relevant time subject to particular Restrictions shall, on issue, become subject to the same Restrictions as the relevant Specified Shares. For this purpose, shares which the Corporation procures to be offered to stockholders pro rata (or pro rata ignoring fractional entitlements and shares not offered to certain stockholders by reason of legal restrictions associated with offering shares outside the United Kingdom) shall be treated as shares issued in respect of Specified Shares.
vii. Suspension of Restrictions. The Board of Directors may, in its sole and absolute discretion, suspend, in whole or in part, the imposition of a Restriction, either permanently or for a given period, and may pay a dividend or other sums payable in respect of the Specified Shares to a trustee (subject to the Restriction referred to in Section 5(b)(iv)(1)(c)). Notice of suspension, specifying the Restrictions
suspended and the period of suspension, shall be given by the Corporation to the relevant stockholder as soon as practicable.
viii. Obligation of Operators. Where a Disclosure Notice is serviced on an Operator, the obligations of the Operator shall be limited to disclosing information recorded by it relating to a Person appearing to be interested in the shares held by it.
6. Amendment of Bylaws.
The Board shall have the power to adopt, amend or repeal the Bylaws without any action by the stockholders. The stockholders shall also have the power to adopt, amend or repeal the Bylaws; provided, however, that in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws.
7. Matters Relating to the Board of Directors. Except as may be provided in a Certificate of Designation relating to a class or series of Preferred Stock:
a. Director Powers. The conduct of the business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.
b. Number of Directors. The number of directors shall be fixed from time to time exclusively by resolution adopted by the Board.
c. Classified Board. The Board shall be and is divided into three classes designated as Class I, Class II and Class III, respectively (the “Classified Board”). Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the Board. The Board may assign members of the Board already in office to the Classified Board, which assignments shall become effective at the same time the Classified Board becomes effective. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board, with the number of directors in each class to be divided as nearly equal as reasonably possible. The initial term of office of the Class I directors shall expire at the Corporation’s first annual meeting of stockholders following Admission, the initial term of office of the Class II directors shall expire at the Corporation’s second annual meeting of stockholders following Admission and the initial term of office of the Class III directors shall expire at the Corporation’s third annual meeting of stockholders following Admission. At each annual meeting of stockholders following Admission, directors elected to succeed those directors of the class whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election.
d. Term and Removal. Each director shall hold office until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Any director may resign at any time upon notice to the Corporation given in writing or by any electronic transmission permitted in the Bylaws. No director may be removed except for cause and only by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of capital stock of the Corporation then entitled to vote at an election of directors voting together as a single class. To the fullest extent permitted by law, at least twenty eight (28) days prior to any annual or special meeting of stockholders at which it is proposed that any director be removed from office with cause, written notice of such proposed removal and the alleged grounds thereof shall be sent to the director whose removal will be considered at the meeting. No decrease in the authorized number of directors constituting the Board shall shorten the term of any incumbent director.
e. Board Vacancies. Any vacancy occurring in the Board for any cause, and any newly created directorship resulting from any increase in the authorized number of directors, shall be filled only by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which the director has been assigned expires and until such director's successor shall have been duly elected and qualified, or until such director’s earlier death, resignation or removal.
f. Vote by Ballot. Election of directors need not be by written ballot unless the Bylaws shall so provide.
8. Director Liability.
a. Limitation of Liability. To the fullest extent permitted by law, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which DGCL permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL.
b. Change in Rights. Neither any amendment nor repeal of this Section 8 of Article Fourth, Part D, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Section 8 of Article Fourth, Part D, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such amendment, repeal or adoption of such an inconsistent provision.
9. Matters Relating to the Stockholders
a. Special Meeting of Stockholders. Special meetings of the stockholders of the Corporation may be called only by the Board acting pursuant to a resolution adopted by the Board.
b. Advance Notice of Stockholder Nominations and Business Transacted at Special Meetings. Advance notice of stockholder nominations for the election of directors of the Corporation and of business to be brought by stockholders before any meeting of stockholders of the Corporation shall be given in the manner provided in the Bylaws. Business transacted at special meetings of stockholders shall be confined to the purpose or purposes stated in the notice of meeting.
c. No Action without a Meeting. Except as may be provided in a Certificate of Designation relating to a class or series of Preferred Stock, the stockholders shall have no power or authority to act by written consent or by electronic transmission in lieu of an annual or special meeting of stockholders.
10. Choice of Forum
a. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware, United States of America, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation; (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders; (c) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL, this Certificate of Incorporation or the Bylaws; (d) any action to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Bylaws; or (e) any action asserting a claim against the Corporation governed by the internal affairs doctrine.
b. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, or under the rules of the AIM or the London Stock Exchange.
c. Any person or entity holding, purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 10 of Article Fourth, Part D.
11. Amendment of Certificate of Incorporation
a. If any provision of this Certificate of Incorporation becomes or is declared on any ground by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary,
shall be severed from this Certificate of Incorporation, and the court will replace such illegal, void or unenforceable provision of this Certificate of Incorporation with a valid and enforceable provision that most accurately reflects the Corporation’s intent, in order to achieve, to the maximum extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Certificate of Incorporation shall be enforceable in accordance with its terms.
b. The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the DGCL and all rights conferred upon stockholders are granted subject to this reservation.
c. Notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal any provision of this Certificate of Incorporation; provided, however, no meeting or vote of stockholders shall be required to adopt an amendment to this Certificate of Incorporation that effects only changes described in paragraphs (a)(1) and (a)(7) of Section 242 of the DGCL.
12. Section 203 Waiver. The Corporation elects not to be governed by Section 203 of the DGCL.
13. Effect of Section 4 and Section 5 of Article Fourth, Part D. From the Admission Date, each of Section 4 and Section 5 of Article Fourth, Part D shall be in effect as a condition to ownership of shares of capital stock of the Corporation; provided, however, that each of Section 4 and Section 5 of Article Fourth, Part D shall cease to apply with immediate effect from the date that the Corporation (a) has a class of shares registered with the SEC pursuant to Sections 12 or 15 of the Exchange Act, provided that Section 5 of Article Fourth, Part D, together with the definitions of “Disclosure and Transparency Rules” and “Voting Rights” in Section 1 of Article Fourth, Part D, shall remain in effect in their entirety notwithstanding that the Corporation has a class of shares registered with the SEC pursuant to Section 12 of the Exchange Act; or (b) no longer has any shares of its capital stock listed or admitted to trading on the Main Market of the London Stock Exchange or on AIM, or any successor to either of them.
* * *
3. That the foregoing amendment and restatement was approved by the holders of the requisite number of shares of this corporation acting in accordance with Section 228 of the DGCL.
4. That this Second Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this corporation’s Amended and Restated Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the DGCL.
IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this 1st day of October, 2025.
| | | | | | | | | | | | | | |
| By: | /s/ G. Stewart Hall | | |
Name: | G. Stewart Hall | | |
| Title: | President and Chief Operating Officer | |
PUBLIC POLICY HOLDING COMPANY, INC.
(a Delaware corporation)
AMENDED AND RESTATED BYLAWS
ARTICLE I: STOCKHOLDERS
Section 1.1: Annual Meetings. The annual meeting of stockholders of Public Policy Holding Company, Inc., a Delaware corporation (the “Corporation), shall be held each year on a date and at a time designated by the Board of Directors of the Corporation (the “Board”). The meeting may be held either at a place, within or without the State of Delaware as permitted by the Delaware General Corporation Law (the “DGCL”), or by means of remote communication as the Board in its sole discretion may determine. At the annual meeting, directors shall be elected as set forth in the Certificate of Incorporation of the Corporation, as amended from time to time (the “Certificate of Incorporation”) and these Bylaws and any other proper business may be transacted at the annual meeting.
Section 1.2: Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time in the manner set forth in the Certificate of Incorporation.
Section 1.3: Notice of Meetings. Notice of all meetings of stockholders shall be given in writing or by electronic transmission in the manner provided by law (including, without limitation, as set forth in Section 7.1.1 of these Bylaws) stating the date, time and place, if any, of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law or the Certificate of Incorporation, such notice shall be given not less than fourteen (14), nor more than sixty (60), days before the date of the meeting to each stockholder of record entitled to vote at such meeting.
Section 1.4: Adjournments. The chairperson of the meeting shall have the power to adjourn the meeting to another time, date and place (if any). Any meeting of stockholders may adjourn from time to time, and notice need not be given of any such adjourned meeting if the time, date and place (if any) thereof and the means of remote communications (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days, or if a new record date is fixed for the adjourned meeting, then a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting. To the fullest extent permitted by law, the Board may postpone or reschedule any previously scheduled special or annual meeting of stockholders before it is to be held, in which case notice shall be provided to the stockholders of the new date, time and place, if any, of the meeting as provided in Section 1.3 above.
Section 1.5: Quorum. At each meeting of stockholders the holders of at least one-third of the voting power of the shares of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business, unless otherwise required by applicable law. If a quorum shall fail to attend any meeting, the chairperson of the meeting or the holders of a majority of the shares entitled to vote who are present, in person or by proxy, at the meeting may adjourn the meeting. Shares of the Corporation’s stock belonging to the Corporation (or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation are held, directly or indirectly, by the Corporation), shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any other corporation
to vote any shares of the Corporation’s stock held by it in a fiduciary capacity and to count such shares for purposes of determining a quorum.
Section 1.6: Organization. Meetings of stockholders shall be presided over by such person as the Board may designate, or, in the absence of such a person, the Chairperson of the Board, or, in the absence of such person, the President of the Corporation, or, in the absence of such person, such person as may be chosen by the holders of a majority of the voting power of the shares entitled to vote who are present, in person or by proxy, at the meeting. Such person shall be chairperson of the meeting and, subject to Section 1.10 hereof, shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seems to him or her to be in order. The Secretary of the Corporation shall act as secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.
Section 1.7: Voting; Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy. Such a proxy may be prepared, transmitted and delivered in any manner permitted by applicable law. Except as may be required in the Certificate of Incorporation, directors shall be elected by a plurality of the votes cast by the holders of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. Unless otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on such matter that are present in person or represented by proxy at the meeting and are voted for or against the matter.
Section 1.8: Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, unless otherwise required by law, the Board may fix, in advance, a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which shall not be more than sixty (60), nor less than ten (10), days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no record date is fixed by the Board, then the record date shall be as provided by applicable law. To the fullest extent permitted by law, a determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.
Section 1.9: List of Stockholders Entitled to Vote. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either on a reasonably accessible electronic network as permitted by law (provided that the information required to gain access to the list is provided with the notice of the meeting) or during ordinary business hours at the principal place of business of the Corporation. If the meeting is held at a location where stockholders may attend in person, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be
inspected by any stockholder who is present at the meeting. If the meeting is held solely by means of remote communication, then the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided with the notice of the meeting.
Section 1.10: Inspectors of Elections.
1.10.1 Applicability. Unless otherwise required by the Certificate of Incorporation or by the DGCL, the following provisions of this Section 1.10 shall apply only if and when the Corporation has a class of voting stock that is: (a) listed on a national securities exchange; (b) authorized for quotation on an interdealer quotation system of a registered national securities association; or (c) held of record by more than two thousand (2,000) stockholders. In all other cases, observance of the provisions of this Section 1.10 shall be optional, and at the discretion of the Board.
1.10.2 Appointment. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.
1.10.3 Inspector’s Oath. Each inspector of election, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.
1.10.4 Duties of Inspectors. At a meeting of stockholders, the inspectors of election shall (a) ascertain the number of shares outstanding and the voting power of each share, (b) determine the shares represented at a meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period of time a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.
1.10.5 Opening and Closing of Polls. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced by the chairperson of the meeting at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.
1.10.6 Determinations. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in connection with proxies in accordance with any information provided pursuant the DGCL, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification of their determinations pursuant to this Section 1.11 shall specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, the means by
which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.
Section 1.11: Notice of Stockholder Business; Nominations.
1.11.1 Annual Meeting of Stockholders.
(a) Nominations of persons for election to the Board and the proposal of business to be considered by the stockholders shall be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of such meeting, (ii) by or at the direction of the Board or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of the notice provided for in this Section 1.11, who is entitled to vote at such meeting (and any adjournment or postponement thereof) and who complies with the notice procedures set forth in this Section 1.11.
(b) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to Section 1.11.1(a):
i the stockholder must have given timely notice (pursuant to this Section 1.11.1(b)) thereof in writing to the Secretary of the Corporation;
ii such other business must otherwise be a proper matter for stockholder action;
iii if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a Solicitation Notice, as that term is defined in this Section 1.11, such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial holder to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice; and
iv if no Solicitation Notice relating thereto has been timely provided pursuant to this Section 1.11, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section 1.11.
To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred and twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or after such anniversary date, notice by the stockholder to be timely must be so delivered (A) no earlier than the close of business on the one hundred and twentieth (120th) day prior to currently proposed annual meeting and (B) no later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. Such stockholder’s notice shall set forth:
(x) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that would be required to be disclosed in solicitations of proxies for election of directors, or would be otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other information relating to such person that is required by AIM, a securities trading market operated by the London Stock Exchange in the United Kingdom (“AIM”) or the London Stock Exchange, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected;
(y) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and
(z) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (aa) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (bb) the class and number of shares of the Corporation that are owned beneficially and held of record by such stockholder and such beneficial owner, and (cc) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent being a “Solicitation Notice”).
(c) Notwithstanding anything in the second sentence of Section 1.11.1(b) to the contrary, in the event that the number of directors to be elected to the Board is increased and there is no Public Announcement, as defined below. by the Corporation naming all of the nominees for director or specifying the size of the increased Board at least ninety (90) days prior to the first anniversary of the preceding year’s annual meeting (or, if the annual meeting is held more than thirty (30) days before or after such anniversary date, at least ninety (90) days prior to such annual meeting), a stockholder’s notice required by this Section 1.11 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive office of the Corporation no later than the close of business on the tenth (10th) day following the day on which such Public Announcement is first made by the Corporation.
1.11.2 Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of such meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of such meeting (a) by or at the direction of the Board or (b) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of receiving of notice of the special meeting, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 1.11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 1.11.1(b) shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation (i) no earlier than the one hundred and twentieth (120th) day prior to such special meeting and (ii) no later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth
(10th) day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.
1.11.3 General.
(a) Only such persons who are nominated in accordance with the procedures set forth in this Section 1.11 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.11. Except as otherwise provided by law or these Bylaws, the chairperson of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures
set forth in this Section 1.11 and, if any proposed nomination or business is not in compliance herewith, to declare that such defective proposal or nomination shall be disregarded. In addition, unless otherwise required by law, if the stockholder does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.
(b) For purposes of this Section 1.11, the term “Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(c) Notwithstanding the foregoing provisions of this Section 1.11, a stockholder shall
also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. A stockholder shall also comply with all applicable requirements of AIM and the London Stock Exchange. Nothing in this Section 1.11 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a- 8 under the Exchange Act.
ARTICLE II: BOARD OF DIRECTORS
Section 2.1: Number; Qualifications. The Board shall consist of one or more members. The initial number of directors shall be one (“Initial Board Size”), and thereafter, unless otherwise required by law, shall be fixed from time to time as set forth in the Certificate of Incorporation. No decrease in the authorized number of directors constituting the Board shall shorten the term of any incumbent director. Directors need not be stockholders of the Corporation.
Section 2.2: Election; Resignation; Removal; Vacancies. The directors shall be divided, with respect to the time for which they severally hold office, into classes as provided in the Certificate of Incorporation, and vacancies occurring in the Board and any newly created directorships resulting from any increase in the authorized number of directors shall be filled, as provided in the Certificate of Incorporation.
Section 2.3: Regular Meetings. Regular meetings of the Board may be held at such places, within or outside of the State of Delaware, and at such times as the Board may from time to time determine. Notice of regular meetings need not be given if the date, times and places thereof are fixed by resolution of the Board.
Section 2.4: Special Meetings. Special meetings of the Board may be called by the Chairperson of the Board, the President or a majority of the members of the Board then in office and may be held at any time, date or place, within or outside of the State of Delaware, as the person or persons calling the meeting shall fix. Notice of the time, date and place of such meeting shall be given, orally, in writing or by electronic transmission (including electronic mail), by the person or persons calling the meeting to all directors at least four (4) days before the meeting if the notice is mailed, or at least twenty-four (24) hours before the meeting if such notice is given by telephone, hand delivery, telegram, telex, mailgram, facsimile, electronic mail or other means of electronic transmission. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.
Section 2.5: Remote Meetings Permitted. Members of the Board, or any committee of the Board, may participate in a meeting of the Board or such committee by means of conference telephone or
other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to conference telephone or other communications equipment shall constitute presence in person at such meeting.
Section 2.6: Quorum; Vote Required for Action. At all meetings of the Board, a majority of the Board shall constitute a quorum for the transaction of business. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date or time without further notice thereof. Except as otherwise provided herein or in the Certificate of Incorporation, or required by law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.
Section 2.7: Organization. Meetings of the Board shall be presided over by the Chairperson of the Board, or in such person’s absence by the President, or in such person’s absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.
Section 2.8: Written Action by Directors. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, respectively, in the minute books of the Corporation. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Section 2.9: Powers. The Board may, except as otherwise required by law or the Certificate of Incorporation, exercise all such powers and manage and direct all such acts and things as may be exercised or done by the Corporation.
Section 2.10: Compensation of Directors. Members of the Board, as such, may receive, pursuant to a resolution of the Board, fees and other compensation for their services as directors, including without limitation their services as members of committees of the Board.
ARTICLE III: COMMITTEES
Section 3.1: Committees. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting of such committee who are not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving, adopting, or recommending to the stockholders any action or matter (other than the election or removal of members of the Board) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation.
Section 3.2: Committee Rules. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these Bylaws.
ARTICLE IV: OFFICERS
Section 4.1: Generally. The officers of the Corporation shall consist of a Chief Executive Officer (who may be the Chairperson of the Board or the President), a Secretary and a Treasurer and may consist of such other officers, including a Chief Financial Officer and one or more Vice Presidents, as may from time to time be appointed by the Board. All officers shall be elected by the Board; provided, however, that the Board may empower the Chief Executive Officer of the Corporation to appoint any officer other than the Chairperson of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or the Treasurer. Each officer shall hold office until such person’s successor is appointed or until such person’s earlier resignation, death or removal. Any number of offices may be held by the same person. Any officer may resign at any time upon written notice to the Corporation. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board.
Section 4.2: Chief Executive Officer. Subject to the control of the Board and such supervisory powers, if any, as may be given by the Board, the powers and duties of the Chief Executive Officer of the Corporation are:
(a) To act as the general manager and, subject to the control of the Board, to have general supervision, direction and control of the business and affairs of the Corporation;
(b) Subject to Section 1.6, to preside at all meetings of the stockholders; and
(c) To affix the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation; to sign certificates for shares of stock of the Corporation; and, subject to the direction of the Board, to have general charge of the property of the Corporation and to supervise and control all officers, agents and employees of the Corporation.
The President shall be the Chief Executive Officer of the Corporation unless the Board shall designate another officer to be the Chief Executive Officer. If there is no President, and the Board has not designated any other officer to be the Chief Executive Officer, then the Chairperson of the Board shall be the Chief Executive Officer.
Section 4.3: Chairperson of the Board. The Chairperson of the Board shall have the power to preside at all meetings of the Board and shall have such other powers and duties as provided in these Bylaws and as the Board may from time to time prescribe.
Section 4.4: President. The Chief Executive Officer shall be the President of the Corporation unless the Board shall have designated one individual as the President and a different individual as the Chief Executive Officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board, and subject to the supervisory powers of the Chief Executive Officer (if the Chief Executive Officer is an officer other than the President), and subject to such supervisory powers and authority as may be given by the Board to the Chairperson of the Board, and/or to any other officer, the President shall have
the responsibility for the general management and control of the business and affairs of the Corporation and the general supervision and direction of all of the officers, employees and agents of the Corporation (other than the Chief Executive Officer, if the Chief Executive Officer is an officer other than the President) and shall perform all duties and have all powers that are commonly incident to the office of President or that are delegated to the President by the Board.
Section 4.5: Vice President. Each Vice President shall have all such powers and duties as are commonly incident to the office of Vice President, or that are delegated to him or her by the Board or the Chief Executive Officer. A Vice President may be designated by the Board to perform the duties and exercise the powers of the Chief Executive Officer in the event of the Chief Executive Officer’s absence or disability.
Section 4.6: Chief Financial Officer. The Chief Financial Officer shall be the Treasurer of the Corporation unless the Board shall have designated another officer as the Treasurer of the Corporation. Subject to the direction of the Board and the Chief Executive Officer, the Chief Financial Officer shall perform all duties and have all powers that are commonly incident to the office of Chief Financial Officer.
Section 4.7: Treasurer. The Treasurer shall have custody of all moneys and securities of the Corporation. The Treasurer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions. The Treasurer shall also perform such other duties and have such other powers as are commonly incident to the office of Treasurer, or as the Board or the Chief Executive Officer may from time to time prescribe.
Section 4.8: Secretary. The Secretary shall issue or cause to be issued all authorized notices for, and shall keep, or cause to be kept, minutes of all meetings of the stockholders and the Board. The Secretary shall have charge of the corporate minute books and similar records and shall perform such other duties and have such other powers as are commonly incident to the office of Secretary, or as the Board or the Chief Executive Officer may from time to time prescribe.
Section 4.9: Delegation of Authority. The Board may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.
ARTICLE V: Section 4.10: Removal. Any officer of the Corporation shall serve at the pleasure of the Board and may be removed at any time, with or without cause, by the Board; provided that if the Board has empowered the Chief Executive Officer to appoint any Vice Presidents of the Corporation, then such Vice Presidents may be removed by the Chief Executive Officer. Such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation.STOCK
Section 5.1: Certificates. The shares of capital stock of the Corporation may be represented by certificates; provided, however, that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock may be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation (or the transfer agent or registrar, as the case may be). Notwithstanding the adoption of such resolution by the Board, every holder of stock that is a certificated security shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized officers, which shall include the Chairperson of the Board, the Vice-Chairperson of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary, of the Corporation, certifying the number of shares owned by such stockholder in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue. If any holder of uncertificated shares elects to receive a certificate, the Corporation (or the transfer agent or registrar, as the case may be) shall, to the extent permitted under applicable law and rules, regulations and listing requirements of any stock exchange or stock market on which the Corporation’s shares are listed or traded, cease to provide annual statements indicating such holder’s holdings of shares in the Corporation.
Section 5.2: Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock, or uncertificated shares, in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to agree to indemnify the Corporation and/or to give the Corporation a bond sufficient to indemnify it, against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.
Section 5.3: Securities Issued/Transferred under Regulation S. The Corporation may refuse to register the transfer of the securities of the Corporation issued or transferred in reliance of the exemption provided under Regulation S under the Securities Act of 1933, as amended (the “Act”), in violation of the requirements of Regulation S. The Corporation may require that the certificates evidencing the shares of the Corporation issued or transferred in reliance of the exemption provided under Regulation S will bear the legend set forth below:
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S PROMULGATED UNDER THE US SECURITIES ACT ("REGULATION S")) EXCEPT TO “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED IN, AND IN RELIANCE ON, RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) OR IN TRANSACTIONS EXEMPT FROM, OR
OTHERWISE NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THE SHARES ARE "RESTRICTED SECURITIES" AS DEFINED UNDER RULE 144(A)(3) PROMULGATED UNDER THE SECURITIES ACT. THE SHARES MAY NOT BE TAKEN UP, OFFERED, SOLD, RESOLD, DELIVERED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY WITHIN, INTO OR FROM THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S) EXCEPT: (A)(I) IN AN OFFSHORE TRANSACTION
MEETING THE REQUIREMENTS OF REGULATION S, (II) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE US SECURITIES ACT; AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES. RESALES OR REOFFERS OF SHARES MADE OFFSHORE IN RELIANCE ON REGULATION S MAY NOT BE SOLD TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON (AS DEFINED IN REGULATION S) DURING THE ONE YEAR DISTRIBUTION COMPLIANCE PERIOD UNDER REGULATION S. HEDGING TRANSACTIONS INVOLVING THESE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE US SECURITIES ACT.
BY ACCEPTING THESE SHARES, THE HOLDER REPRESENTS AND WARRANTS THAT IT (A) IS NOT A US PERSON (AS DEFINED IN REGULATION S) AND (B) IS NOT HOLDING THE SHARES FOR THE ACCOUNT OR BENEFIT OF ANY US PERSON.
Section 5.4: Other Regulations. The issue, transfer, conversion and registration of stock certificates and uncertificated securities shall be governed by such other regulations as the Board may establish.
ARTICLE VI: INDEMNIFICATION
Section 6.1: Indemnification of Officers and Directors. Each person who was or is made a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person (or a person of whom such person is the legal representative), is or was a member of the Board or officer of the Corporation or is or was serving at the request of the Corporation as a member of the board of directors, officer or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (for purposes of this Article VI, an “Indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith. Such indemnification shall continue as to an Indemnitee who has ceased to be a director or officer and shall inure to the benefit of such Indemnitees’ heirs, executors and administrators. Notwithstanding the foregoing, the Corporation shall indemnify any such Indemnitee seeking indemnity in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board or such indemnification is authorized by an agreement approved by the Board.
Section 6.2: Advance of Expenses. The Corporation shall pay all expenses (including attorneys’ fees) incurred by such an Indemnitee in defending any such Proceeding as they are incurred in advance of
its final disposition; provided, however, that (a) if the DGCL then so requires, the payment of such expenses incurred by such an Indemnitee in advance of the final disposition of such Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it should be determined ultimately by final judicial decision from which there is no appeal that such Indemnitee is not entitled to be indemnified under this Article VI or otherwise; and (b) the Corporation shall not be required to advance any expenses to a person against whom the Corporation directly brings a claim, in a Proceeding, alleging that such person has breached such person’s duty of loyalty to the Corporation, committed an act or omission not in good faith or that involves intentional misconduct or a knowing violation of law, or derived an improper personal benefit from a transaction.
Section 6.3: Non-Exclusivity of Rights. The rights conferred on any person in this Article VI shall not be exclusive of any other right that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaw, agreement, vote or consent of stockholders or disinterested directors, or otherwise. Additionally, nothing in this Article VI shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is not obligated to indemnify or advance expenses pursuant to this Article VI.
Section 6.4: Indemnification Contracts. The Board is authorized to cause the Corporation to enter into indemnification contracts with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing indemnification or advancement rights to such person. Such rights may be greater than those provided in this Article VI.
Section 6.5: Right of Indemnitee to Bring Suit. The following shall apply to the extent not in conflict with any indemnification contract provided for in Section 6.4 above.
6.5.1 Right to Bring Suit. If a claim under Section 6.1 or 6.2 of this Article VI is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in applicable law.
6.5.2 Effect of Determination. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in applicable law, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a
presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit.
6.5.3 Burden of Proof. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI, or otherwise, shall be on the Corporation.
Section 6.6: Nature of Rights. The rights conferred upon Indemnitees in this Article VI shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any amendment, repeal or modification of any provision of this Article VI that adversely affects any right of an
Indemnitee or an Indemnitee’s successors shall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article VI and existing at the time of such amendment, repeal or modification.
ARTICLE VII: NOTICES
Section 7.1: Notice.
7.1.1 Form and Delivery. Except as otherwise specifically required in these Bylaws (including, without limitation, Section 7.1.2 below) or by law, all notices required to be given pursuant to these Bylaws shall be in writing and may, (a) in every instance in connection with any delivery to a member of the Board, be effectively given by hand delivery (including use of a delivery service), by depositing such notice in the mail, postage prepaid, or by sending such notice by prepaid telegram, cablegram, overnight express courier, facsimile, electronic mail or other form of electronic transmission and (b) be effectively be delivered to a stockholder when given by hand delivery, by depositing such notice in the mail, postage prepaid or, if specifically consented to by the stockholder as described in Section 7.1.2 of this Article VII by sending such notice by telegram, cablegram, facsimile, electronic mail or other form of electronic transmission. Any such notice shall be addressed to the person to whom notice is to be given at such person’s address as it appears on the records of the Corporation. The notice shall be deemed given (a) in the case of hand delivery, when received by the person to whom notice is to be given or by any person accepting such notice on behalf of such person, (b) in the case of delivery by mail, upon deposit in the mail, (c) in the case of delivery by overnight express courier, when dispatched, and (d) in the case of delivery via telegram, cablegram, facsimile, electronic mail or other form of electronic transmission, when dispatched.
7.1.2 Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation, or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given in accordance with Section 232 of the DGCL. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (a) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (b) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided,
however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this Section 7.1.2 shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of such posting and the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder.
7.1.3 Affidavit of Giving Notice. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given in writing or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
Section 7.2: Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, a written waiver of notice, signed by the person entitled to notice, or waiver by electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any waiver of notice.
ARTICLE VIII: INTERESTED DIRECTORS
Section 8.1: Interested Directors. No contract or transaction between the Corporation and one or more of its members of the Board or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are members of the board of directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof that authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if: (a) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (b) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof, or the stockholders.
Section 8.2: Quorum. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.
ARTICLE IX: MISCELLANEOUS
Section 9.1: Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board.
Section 9.2: Seal. The Board may provide for a corporate seal, which may have the name of the Corporation inscribed thereon and shall otherwise be in such form as may be approved from time to time by the Board.
Section 9.3: Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on or by means of, or be in the form of, diskettes, CDs, or any other information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to any provision of the DGCL.
Section 9.4: Reliance upon Books and Records. A member of the Board, or a member of any committee designated by the Board shall, in the performance of such person’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.
Section 9.5: Certificate of Incorporation Governs. In the event of any conflict between the provisions of the Certificate of Incorporation and Bylaws, the provisions of the Certificate of Incorporation shall govern.
Section 9.6: Severability. If any provision of these Bylaws shall be held to be invalid, illegal, unenforceable or in conflict with the provisions of the Certificate of Incorporation, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of these Bylaws (including without limitation, all portions of any section of these Bylaws containing any such provision held to be invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation, that are not themselves invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation) shall remain in full force and effect.
ARTICLE X: AMENDMENT
Notwithstanding any other provision of these Bylaws, any amendment or repeal of these Bylaws shall require the approval of the Board or the stockholders of the Corporation as provided in the Certificate of Incorporation.
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”), is made by and between Public Policy Holding Company, Inc. (“PubCo” or the “Company”), and G. Stewart Hall (the “Executive”). The Company and the Executive are hereinafter also referred to individually as “Party” and together as “Parties.” This Agreement is dated August 2, 2021 (“Execution Date”). Section 6A of the Agreement is effective immediately upon the Execution Date. The remainder of the Agreement will become effective upon, and is contingent upon, PubCo gaining admission to the AIM market of the London Stock Exchange and the admission for trading of PubCo’s common stock on such exchange (the “IPO”), and the Executive remaining employed by the Company through such date (the “Effective Date”).
WITNESSETH:
WHEREAS, the Executive currently provides services to the Company as an employee and will receive initial shares of PubCo common stock (the “Pre-IPO Shares”) in connection with the contribution by Public Policy Holding Company, LLC (“PPHC”) to PubCo of all of the properties and assets of PPHC, and the related distribution by PPHC of shares of PubCo common stock (including the Pre-IPO Shares) to PPHC’s members (in the case of Executive, Crossroads Strategies LLC and PPHC PDP LLC) and the related distribution of such shares by each such member to such member’s owners, including the Executive, all of which is anticipated to occur prior to the IPO (the “Pre-IPO Reorganization”);
WHEREAS, the actual number of Pre-IPO Shares to be distributed to Executive will be determined by PPHC’s Executive Board prior to the Effective Date in accordance with that certain First Amendment to the Fourth Amended and Restated Limited Liability Company Agreement of PPHC (the “First Amendment”) dated on or after the Execution Date;
WHEREAS, the Executive is subject to a CONFIDENTIALITY AND NONCOMPETITION AGREEMENT by and between the parties hereto dated as of July 1, 2014, which shall remain effective with respect to periods before and after the Effective Date;
WHEREAS, the Company desires to employ the Executive as Chief Executive Officer of Public Policy Holding Company (“CEO”); and
WHEREAS, the Company and the Executive desire to enter into this Agreement as to the terms of the Executive’s employment with the Company.
NOW, THEREFORE, in consideration of the promises, and of the mutual covenants and agreements hereinafter contained, the Company and the Executive agree as follows:
1. Term. The Executive’s employment under this Agreement commenced on the Effective Date and shall continue until terminated pursuant to Section 7 below. The period during which Executive is employed pursuant to this Agreement shall be referred to as the “Term”.
2. Title. During the Term, the Executive shall serve as CEO.
3. Reporting. During the Term, the Executive shall report to the Board of Directors of the Company (“Board”).
4. Duties.
(a) During the Term, the Executive shall have the duties and responsibilities customarily associated with the position of Chief Executive Officer of a company the general size and nature as the Company, and such other duties and responsibilities as are consistent with the Executive’s position that may be assigned to the Executive from time to time by the Board. During the Term, at the request of the Board, the Executive may also serve as an officer or director of and shall perform certain services for subsidiaries or Affiliates of the Company, in each case without any additional compensation.
(b) The Executive shall not acquire or hold more than two (2) percent of any class of publicly-traded securities of any business, except that the Executive may have a passive investment in any such company to the extent that the Executive shall provide all required disclosure according to applicable Company policies including but not limited to the Company’s Personal Trading Policy and Conflicts of Interest Policy applicable to all employees.
5. Location. During the Term, the Executive shall be based in the Company’s offices in Washington, DC. However, the Executive acknowledges that in order to effectively perform his or her duties, he or she may be required to travel to such other places by such means and on such occasions as the Company may require.
6. Compensation and Benefits.
(a) Base Salary. Effective as of the Effective Date, the Executive shall receive an annual base salary of US $800,000. The Executive’s base salary shall be payable in accordance with the Company’s normal payroll practices. Such base salary shall be subject to periodic review, and may be increased but not decreased from time to time at the sole discretion of the Board or its delegate. The annual base salary payable to Executive under this Section 6, as the same may be increased from time to time, shall hereinafter be referred to as the “Base Salary.”
(b) Bonus. The Executive shall be eligible to receive an annual cash bonus in accordance with the terms of the Company’s annual bonus program, as such program may be amended, suspended or terminated from time to time, subject to and based on the attainment by Executive and/or the Company of applicable performance targets to be set by the Board or its delegate. The Executive shall be eligible for an annual target bonus opportunity to be determined by the Board or its delegate. Actual bonus payout may be more or less than target, based on Company and individual performance during the performance-measurement period. In order to receive any such bonus, the Executive must be actively employed by the Company on the date on which such bonus is scheduled to be paid to the Executive, except as otherwise provided herein or under the terms of the bonus program.
(c) Equity-Based Awards Under The Omnibus Plan. The Executive shall be eligible to receive equity-based awards from time to time in accordance with the terms of the Public Policy Holding Company, Inc. 2021 Omnibus Incentive Plan, as amended, suspended, terminated, or superseded by a successor plan from time to time (“Omnibus Plan”), subject to and based on the attainment by Executive and/or the Company of applicable performance targets to be set by the Board or its delegate.
(d) Vacation. During the Term, the Executive shall be entitled to fifteen (15) days of paid vacation annually, exclusive of United States legal holidays, during a calendar year (prorated for a partial year of employment during a calendar year), provided that the scheduling of the Executive’s vacation does not interfere with the Company’s normal business operations. Unused vacation days shall not be cashed out at termination of employment.
(e) Benefits. During the Term, and provided that the Executive satisfies, and continues to satisfy, any individual plan eligibility requirements, the Executive shall be eligible to participate in, and receive benefits under, benefit programs maintained by the Company for its senior executives on terms and conditions set forth in such plans (as may be amended, modified or terminated from time to time).
(f) Reimbursement of Business Expenses. The Company shall reimburse the Executive for all reasonable and properly documented expenses incurred or paid by the Executive in connection with the performance of his or her duties hereunder; provided that the Executive submits a request for such expense reimbursement together with such supporting documentation as the Company may require within thirty (30) days after such expenses are incurred and the Company shall reimburse all properly documented expenses no later than thirty (30) days after submission of such request for reimbursement and in any event no later than March 15th of the calendar year following the year in which such expenses were incurred.
(g) Withholdings. All payments made under this Agreement shall be subject to any and all federal, state, local and foreign taxes and other withholdings to the extent required by applicable law. The Company shall have the power to withhold, or require the Executive to remit to the Company promptly upon notification of the amount due, an amount sufficient to satisfy the statutory minimum amount of all federal, state, local and foreign withholding tax requirements with respect to any payment of cash, or issuance, delivery or vesting of any other property hereunder to the Executive or any third party.
6A. Vesting and Forfeiture Provisions Relating to Pre-IPO Shares. With respect to Pre-IPO Shares, the following vesting and forfeiture provisions shall apply. For avoidance of doubt, the following provisions shall apply solely to the Pre-IPO Shares, and not with respect to equity or equity-based awards granted under the Omnibus Plan (which shall be governed by the terms of the Omnibus Plan and award agreements issued thereunder).
(a) Pre-IPO Shares Not Sold Through the IPO. With respect to Pre-IPO Shares not sold by the Executive through the IPO (“Retained Pre-IPO Shares”):
(i) Vesting While Employed. The Executive shall vest in the Retained Pre-IPO Shares as follows, provided that the Executive remains continuously employed by the Company through each vesting date:
| | | | | |
| Vesting Date | Incremental Percentage of Retained Pre-IPO Shares Becoming Vested |
| First Anniversary of IPO | 20% |
| Second Anniversary of IPO | 20% |
| Third Anniversary of IPO | 20% |
| Fourth Anniversary of IPO | 20% |
| Fifth Anniversary of IPO | 20% |
Except as set forth in Section 6A(a)(ii) below, any nonvested Retained Pre-IPO Shares that could have vested under this Section 6A(a)(i) shall be forfeited upon the Executive’s termination of employment with the Company.
(ii) Accelerated Vesting In Connection With Employment Termination. Notwithstanding Section 6A(a)(i) above, if the Executive’s employment with the Company is involuntarily terminated without Cause under Section 7(c), if the Executive terminates employment with the Company with “Good Reason” under Section 7(d)(ii) (but without the need for a Change in Control to have occurred), or if the Executive’s employment with the Company terminates due to death or “Disability” under Sections 7(a) or (b), any nonvested Retained Pre-IPO Shares shall become fully vested.
(b) Pre-IPO Shares Sold Through the IPO. With respect to Pre-IPO Shares sold by the Executive through the IPO (the “Liquidated Pre-IPO Shares”), if the Executive’s employment with the Company is involuntarily terminated for Cause under Section 7(c), or if the Executive voluntarily terminates employment other than for Good Reason under Section 7(d)(ii) (but without the need for a Change in Control to have occurred), the Company may clawback from the Executive the amount received from the sale of the Liquidated Pre-IPO Shares (net of the amount of taxes paid by the Executive with respect to such sale.) The foregoing clawback right shall expire in 20% increments on the same schedule (set forth in Section 6A(a)(i)) that governs vesting of Retained Pre- IPO Shares.
(c) Forfeiture and Clawback Upon Violation of Protective Covenants. Notwithstanding any contrary provision of this Section 6A, if the Executive violates any of the covenants set forth in Section 9, the Executive shall forfeit any Retained Pre-IPO Shares (whether or not then vested), and the Company may clawback from the Executive the amount received from the sale of the Liquidated Pre-IPO Shares or Retained Pre-IPO Shares sold after the IPO (net of the amount of taxes paid by the Executive with respect to such sale).
(d) Status of Non-Vested Retained Pre-IPO Shares Prior to Vesting or Forfeiture. While the Executive holds non-vested Retained Pre-IPO Shares prior to vesting or forfeiture, the following terms shall apply with respect to such shares:
(i) Such shares shall not be sold, transferred or otherwise disposed of, including, without limitation, by a pledge, mortgage, hypothecation, encumbrance or lien (a “Transfer”); other than to the Executive’s spouse or partner and direct descendants, including children and grandchildren (collectively, “Family”) or trusts for the benefit of the Executive and such Family; provided that such Transfer does not involve a disposition for value and each transferee shall execute and deliver to the Company such documentation as the Company requires acknowledging and agreeing that such shares remain subject to the terms and conditions set forth in Section 6A hereof. Immediately upon any attempt to Transfer any rights under or to such shares, such shares and all of the rights related thereto shall be forfeited by the Executive and the Transfer shall be of no force or effect.
(ii) The Executive may exercise voting rights with respect to such shares, and any other rights of a stockholder of the Company, except as provided in this Agreement.
(iii) The Executive shall receive any dividends paid on such shares. Once paid to the Executive, dividends will not be subject to clawback.
(iv) The Executive shall execute a stock power form (attached to this Agreement) in blank, appointing PubCo as the Executive’s representative to cancel or transfer the Retained Pre-IPO Shares on the books of PubCo in the event of forfeiture pursuant to this Section 6A.
(e) Internal Revenue Code Section 83(b) Election. The Executive acknowledges that he or she may consult with his or her tax advisor regarding the advisability of making an election under Section 83(b) of the Internal Revenue Code with respect to the Pre-IPO Shares, and that any such election must be made within 30 days after the Pre-IPO Shares are issued to the Executive. For
informational purposes only, a template Section 83(b) election form is attached to this Agreement. Under no circumstances shall the Company be construed as having provided tax advice to the Executive. The Executive is solely responsible for the decision to make or not make a Section 83(b) election.
7. Separation from Service.
(a) Due to Death. The Executive’s employment with the Company shall automatically terminate immediately upon his or her death.
(b) Due to Disability. If the Executive incurs a “Disability” (as defined below) during the Term, then the Board, in its sole discretion, shall be entitled to terminate the Executive’s employment upon written notice to the Executive. For purposes of this Agreement, “Disability” means that the Executive, as a result of illness or incapacity, is unable to perform substantially his or her required duties for a period of four (4) consecutive months or for any aggregate period of six (6) months in any twelve (12) month period. A termination of the Executive’s employment by the Company for Disability shall be communicated to the Executive by written notice and shall be effective on the tenth (10th) business day after receipt of such notice by the Executive, unless the Executive returns to full-time performance of his or her duties before such tenth (10th) business day.
(c) By the Company (With or Without Cause). During the Term, the Company shall be entitled to terminate the Executive’s employment with or without “Cause” by providing written notice to the Executive. For purposes of this Agreement, the Executive shall be deemed terminated for “Cause” if the Company terminates the Executive’s employment in writing after the Executive’s: (i) willful misconduct or gross negligence in the performance of the Executive’s duties to the Company; (ii) willful and repeated failure to follow the lawful directives of the Board which are consistent with his or her role as CEO; (iii) indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime resulting in reputational or financial harm to the Company; (iv) performance of any act of theft, embezzlement, fraud, or misappropriation of Company property; (v) use of illegal drugs, or abuse of alcohol that materially impairs the Executive’s ability to perform the Executive’s duties to the Company; (vi) material breach of any fiduciary duty owed to the Company (including, without limitation, the duty of care and the duty of loyalty); (vii) material breach of the Agreement or any other agreement between the Executive and the Company; (viii) material violation of the Company’s code of conduct or other written policy; or (ix) prohibition from serving in the lobbying industry or serving as an officer of the Company. Prior to the Company’s termination of the Agreement for Cause under clauses (i), (ii), (v), (vi), (vii), or (viii) (if under circumstances susceptible to cure, the Board will provide the Executive with written notice detailing the specific actions or inactions giving rise to Cause and a period of fifteen (15) days following the Executive’s receipt of such notice to cure such actions or inactions in all material respects; provided that the foregoing cure right will not apply if there are habitual actions or inactions giving rise to the Executive’s termination for Cause. For purposes of determining Cause, no act or failure to act by the Executive shall be considered “willful” unless it is done or omitted to be done by the Executive in bad faith and without reasonable belief that his or her action or omission was in the best interests of the Company. Any voluntary termination by the Executive in anticipation of a termination for Cause under this Section 7(c) shall be deemed a termination for Cause.
(d) By the Executive.
(i) Without Good Reason. During the Term, the Executive shall be entitled to terminate his or her employment with the Company without Good Reason by providing the Company written notice of such decision. The Company shall only be required to compensate the Executive through the effective date of the Executive’s separation from service, except as otherwise provided in Section 8.
(ii) With Good Reason Following Change in Control. During the Term, the Executive shall be entitled to terminate his or her employment with the Company with Good Reason following a Change in Control, by providing the Company with advance written notice of such decision as set forth in Section 7(d)(iii).
(iii) The Executive shall have “Good Reason” to terminate his or her employment with the Company upon the occurrence of one or more of the following events without the Executive’s written consent within twelve (12) months following consummation of a Change in Control: (i) a material diminution in the Executive’s authority, duties, or responsibilities (including reporting responsibilities) as CEO; (ii) the relocation of the Executive’s principal place of employment to a location that is not within commuting distance of Washington, DC; (iii) a material breach by the Company of any written agreement between the Executive and the Company; or (iv) a material diminution of the Executive’s Base Salary or target bonus opportunity (if applicable). Prior to any termination for Good Reason, the Executive must provide written notice to the Company within thirty (30) days following the date of the first occurrence of an alleged Good Reason event, setting forth in reasonable detail the conduct alleged to be a basis for a termination for Good Reason. The Executive will not have the right to terminate his or her employment for Good Reason if, within the thirty (30) day period following delivery of the Executive’s written notice, the Company cures, in all material respects, the conduct alleged to be a basis for a termination for Good Reason. If the Company does not cure alleged conduct within the prescribed thirty (30) day period, the Executive must actually terminate his or her employment within thirty (30) day period immediately following the expiration of the Company’s cure period; otherwise, any claim of such circumstances as constituting “Good Reason” will be deemed irrevocably waived by the Executive.
(iv) “Change in Control” shall mean the first to occur of the following events after the Effective Date: (i) the sale, transfer or other disposition of all or substantially all of the assets of PubCo to one or more Persons that are not, immediately prior to such sale, transfer or other disposition, directly or indirectly through one or more intermediaries, controlling, controlled by, or under common control with, PubCo (an “Affiliate”); (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) (other than PubCo or any Affiliate, or any employee benefit plan sponsored or maintained by PubCo (or its Affiliates)) becomes the beneficial owner, directly or indirectly, of more than 50% or more of the voting power of the common stock of PubCo; (iii) the merger or consolidation of PubCo, as a result of which Persons who were stockholders of PubCo immediately prior to such merger or consolidation, do not, immediately thereafter, own, directly or indirectly, a majority of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company; (iv) the liquidation or dissolution of PubCo other than a liquidation or dissolution for the purposes of effecting a corporate restructuring or reorganization as a result of which Persons who were stockholders of PubCo immediately prior to such liquidation or dissolution continue to own immediately thereafter, directly or indirectly, a majority of the combined voting power entitled to vote generally in the election of directors of the entity that owns, directly or indirectly, substantially all of the assets of PubCo following such transaction; or (v) a majority of the members of the Board are replaced during any twelvemonth period by directors whose appointment or election is not endorsed by a majority of the Board before the date of such appointment or election.
8. Compensation Upon Separation from Service.
(a) By Reason of Death or Disability. If the Executive incurs a separation from service with the Company by reason of the Executive’s death or Disability pursuant to Section 7(a) or 7(b) above, then the Company shall pay to the Executive (or the Executive’s estate, as appropriate) (i) the Executive’s then current Base Salary earned through the termination date, (ii) employee benefits in accordance with terms of the applicable plan documents, and (iii) any earned and unpaid cash bonuses for any previously completed bonus years (clauses (i) through (iii) collectively, the “Accrued
Obligations”), within thirty (30) days after the date of separation from service. Thereafter, the Company shall have no further obligations to the Executive.
(b) By the Company for Cause. If the Executive incurs a separation from service as a result of termination of employment by the Company for Cause pursuant to Section 7(c) above, then the Company shall pay to the Executive the Accrued Obligations within thirty (30) days after the date of the Executive’s separation from service due to Cause. Thereafter, the Company shall have no further obligations to the Executive.
(c) By the Company without Cause (Non-Change in Control). If the Executive incurs a separation from service as a result of termination of employment by the Company without Cause (other than within 12 months following a Change in Control), then the Company shall pay or provide to the Executive, subject to Section 8(f):
(i) the Accrued Obligations, within thirty (30) days after the date of such separation from service;
(ii) an amount equal to 12 months of the Executive’s Base Salary, payable in equal installments for 12 months following such separation from service. All amounts owing under this clause (c)(ii) shall be payable in accordance with the Company’s normal payroll practices; and
(iii) an amount equal to 100% of Executive’s most recently paid annual bonus, payable within 2-1/2 months following the fiscal year in which such separation of service occurs.
(d) By the Company without Cause (Change in Control) or by the Executive for Good Reason (Change in Control). If the Executive incurs a separation from service as a result of termination of employment by the Company without Cause (within 12 months following a Change in Control) or incurs a separation from service for Good Reason (within 12 months following a Change in Control), then the Company shall pay or provide to the Executive, subject to Section 8(f):
(i) the Accrued Obligations, within thirty (30) days after the date of such separation from service;
(ii) an amount equal to 12 months of the Executive’s Base Salary, payable in equal installments for 12 months following such separation from service. All amounts owing under this clause (d)(ii) shall be payable in accordance with the Company’s normal payroll practices;
(iii) an amount equal to 100% of Executive’s most recently paid annual bonus, payable within 2-1/2 months following the fiscal year in which such separation of service occurs; and
(iv) full vesting of any outstanding awards issued to the Executive under the Omnibus Plan which are not otherwise vested.
(e) By the Executive Without Good Reason. If the Executive voluntarily separates from service with the Company without Good Reason, then the Company shall pay to the Executive the Accrued Obligations within thirty (30) days of his or her separation from service. Thereafter, the Company shall have no further obligations to the Executive.
(f) General Release and Other Requirements.
(i) Notwithstanding any other provision of this Agreement to the contrary, as a condition to receiving any payments (other than the Accrued Obligations) or the
accelerated vesting that may be made or due pursuant to this Section 8, the Executive (or the executor or administrator of his or her estate in the event of Executive’s death) must execute and not revoke a general release agreement substantially in the form provided by the Company, within sixty (60) days after the Executive’s separation from service with the Company, and must comply with the Executive’s obligations under this Agreement. Notwithstanding anything else in this Section 8, except as otherwise required by Section 11(b) of this Agreement (which imposes a six-month delay for 409A-governed payments to “specified employees”) and subject to the Executive’s execution of the release agreement in accordance with this Section 8(f)(i), payment of any amounts pursuant to this Section 8 (other than the Accrued Obligations) that would otherwise be paid in the first sixty (60) days following the Executive’s separation from service shall be paid on the 75th day following such separation from service.
(ii) Notwithstanding any other provision of this Agreement to the contrary, upon termination of the Executive’s employment for any reason, and regardless of whether the Executive continues as a consultant to the Company, unless otherwise requested by the Company in writing, the Executive shall promptly resign, as of the date of such termination of employment or such other date requested, from the Board and any committees thereof or any other governance positions with the Company or any Affiliate to the extent the Executive is then serving thereon. The form of such resignation shall be as requested by the Board, and the failure of the Executive to comply with this Section 8(f)(ii) (by not resigning from the Board and any and all committees or other governance provisions as contemplated hereby), shall constitute a material breach of this Agreement and may result in a termination for Cause (whether prospectively or retroactively) and the Executive shall not be entitled to receive or retain any severance or other payments under this Agreement (other than the Accrued Obligations).
(g) No Mitigation. The Executive shall not have a duty to mitigate damages by seeking other employment and there shall be no offset against any amounts or entitlements due to the Executive hereunder or otherwise on account of any remuneration or benefits provided by any subsequent employment he or she may obtain.
(h) Section 280G of the Code. Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit the Executive would receive from the Company pursuant to this Agreement or otherwise (a “Payment”) would (a) constimte a “parachute payment” within the meaning of Section 280G of the Code and (b) but for this Section 8(h), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount (as defined below). The “Reduced Amount” will be either (1) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (2) the entire Payment, whichever amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in the Executive’s receipt, on an after-tax basis, of the greatest amount of the Payment. If a reduction in the Payment is to be made, the reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to the Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive’s equity awards.
9. Further Covenants.
(a) Definitions
(i) “Affiliate” means, with respect to a Person, any other Person controlling, controlled by, or under common control with, the first Person.
(ii) “Company Group” means the Company and its Affiliates.
(iii) “Confidential Information” means all Company Group information and materials no matter the form, whether in written, oral, electronic or other form, that: become known to Executive before or after the Effective Date as a consequence of Executive’s employment by the Company; are not generally known to the public; and, have or could have commercial value or utility to others in the business in which the Company Group is engaged. Confidential information includes, but is not limited to, information and materials about the Company Group’s Clients, Potential Clients, methods of operation, products, processes, prices, costs, discounts, business plans and strategies, prospective and executed contracts, trade secrets, business contacts, client lists, vendor lists, policies, procedures, techniques and know-how, and all technological, business, financial, accounting, statistical and personnel information regarding the Company Group and Clients of the Company Group, and all work performed for the Company Group’s Clients or for the Company Group on behalf of any Company Group Client. The Parties further agree and stipulate that this Confidential Information was developed by the Company Group at considerable expense, is a valuable Company Group asset and part of its goodwill, is vital to the Company Group's success, and is the sole property of the Company Group.
(iv) “Client” means all Persons and Affiliates thereof that, during Executive’s employment and for two years prior thereto, have purchased any services from the Company Group.
(v) “Entity” means any general partnership, limited partnership, corporation, limited liability company, joint venture, trust, business trust, cooperative, association or other form of organization.
(vi) “Person” means any individual, Entity, or government or other agency or political subdivision thereof, and the heirs, personal representatives, successors and assigns of such Person.
(vii) “Potential Client” means all Persons and Affiliates thereof that, during Executive’s employment and for two years prior thereto, have either contacted the Company Group for the purpose of seeking or purchasing the Company Group’s services, or have been contacted by the Company Group for the purpose of selling its services.
(b) Confidential Information
(i) Executive agrees that upon termination of Executive’s employment with the Company, for any reason, whether voluntary or involuntary, Executive will surrender to the Company every item and every document that is the Company Group's property (including keys, records, computer files and storage media, notes, memoranda, models, inventory and equipment) or that contains Confidential Information, in whatever form. All of these materials are the sole and absolute property of the Company.
(ii) To the maximum extent permitted by applicable law, Executive agrees that, during his employment and following the termination of that employment, for any reason, whether voluntary or involuntary, the Executive will not, directly or indirectly, disclose, use, or transfer any of the Company's Confidential Information to any Person other than agents of the Company, and the Executive will not use or aid others in obtaining or using any such Confidential Information without the express written permission of the Board. In addition, Executive will take all precautions to prevent the inadvertent disclosure or exposure of the Company’s Confidential Information to unauthorized Persons. Executive agrees to promptly notify the Company upon his discovery or reasonable suspicion that any Company Confidential Information are being used in an
unauthorized manner or are in the possession of unauthorized parties. Executive agrees to fully cooperate with the Company to regain possession of its Confidential Information and to prevent any unauthorized use or disclosure. This confidentiality and non-disclosure provision will be in effect for the maximum period permitted by applicable law, and the Parties intend that period to be in perpetuity.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive’s continuing confidentiality obligations under the Agreement do not prohibit Executive from disclosing Confidential Information to a federal, state or local government official or to an attorney for the purpose of reporting or investigating a violation of law or in a court filing under seal. Accordingly, Executive hereby acknowledges and understands that pursuant to the Federal Trade Secrets Act of 2016, the Executive has been advised that the Executive has immunity from being held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(c) Non-Solicit.
(i) Executive agrees that during Executive’s employment and for a period of 24 months after termination of Executive’s employment, for any reason, whether voluntary or involuntary, Executive will not, on Executive’s own behalf or as a partner, officer, director, employee, agent, or consultant of any other Person, directly or indirectly solicit or induce (or attempt to solicit or induce) any of the Company Group’s Clients or Potential Clients to stop conducting business with the Company Group, to reduce the level of business with the Company Group, or to conduct business with any other Person, business, or entity in lieu of the Company Group. This non-solicitation provision includes Executive’s activities on online social or professional networking accounts and services. The Clients and Potential Clients covered by this paragraph are limited to those with whom Executive worked, communicated, serviced, solicited, or about whom Executive received information in connection with Executive’s employment with the Company Group over the two-year period preceding Executive’s separation of employment with the Company Group.
(ii) Executive agrees that during Executive’s employment and for a period of 24 months after termination of that employment, for any reason, whether voluntary or involuntary, Executive will not, on Executive’s own behalf or as a partner, officer, director, employee, agent, or consultant of any other Person, directly or indirectly, contact, solicit or induce (or attempt to solicit or induce) any employee of the Company to leave their employment with the Company or consider employment with any other Person. This non-solicitation provision includes Executive’s activities on online social or professional networking accounts and services. The employees covered by this paragraph are limited to those with whom Executive worked, communicated, interacted, or about whom Executive received information in connection with Executive’s employment with the Company over the two-year period preceding Executive’s separation of employment with the Company.
(d) Non-Compete. Executive acknowledges and agrees that the CONFIDENTIALITY AND NON-COMPETITION AGREEMENT by and between the parties hereto dated as of July 1, 2014 shall remain in effect and not be superseded by this Agreement.
(e) Tolling. It is specifically agreed that the periods of time stated in Sections 9(b), 9(c) and 9(d) during which the agreements and covenants made by Executive shall be effective, shall be computed by excluding from such computation any time during which Executive is in violation of any provision of this Agreement, whether or not such violation is known by the Company.
(f) Enforcement. It is the intention of the Parties that the covenants, provisions and agreements contained in this Section 9 shall be enforceable to the fullest extent allowed by law. If any such covenant, provision, or agreement is found by a court having jurisdiction to be unreasonable in duration, geographic scope or character of restrictions, such covenant, provision or agreement shall not be rendered unenforceable thereby, but rather the duration, geographic scope or character of restrictions of such covenant, provision or agreement shall be deemed reduced or modified with retroactive effect to render such covenant, provision or agreement reasonable, and such covenant, provision or agreement shall be enforced as modified. If the court having jurisdiction will not revise the covenant, provision or agreement, the Parties shall mutually agree to a revision having an effect as close as permitted by applicable law to the provision declared unenforceable. The Parties agree that if a court having jurisdiction determines, despite the express intent of the Parties, that any portion of the covenants, provisions or agreements contained herein are not enforceable, the remaining covenants, provisions and agreements herein shall be valid and enforceable. Moreover, to the extent that any provision is declared unenforceable, the Company Group shall have any and all rights under applicable statutes, civil law or common law to enforce its rights with respect to any and all Confidential Information (and trade secrets) or unfair competition by Executive.
(g) Forfeiture and Clawback. Notwithstanding any contrary provision of this Agreement, the Omnibus Plan or any award issued thereunder, if the Executive violates any provision of this Section 9, any outstanding awards held by the Executive under the Omnibus Plan, whether vested or not, shall be forfeited, and no further bonuses shall be payable under Section 6(b). Moreover, the Company shall have the right to clawback from the Executive any amounts previously received by the Executive under or with respect to Omnibus Plan awards or as bonuses under Section 6(b) on or after the date of such violation of this Section 9. The forfeiture and clawback rights under this paragraph shall be in addition to, and not in derogation of, any other rights or remedies available to the Company resulting from the Executive’s violation of this Section 9, including but not limited to the forfeiture and clawback provisions of Section 6A.
10. Mandatory Arbitration. This provision for mandatory arbitration (the “Mandatory Arbitration Provision”) shall be the required and exclusive process for resolution of any and all “Covered Disputes” as defined below, involving the Company and the Executive.
(a) Construction. This Mandatory Arbitration Provision shall be broadly construed to the maximum extent permitted by law and shall apply to any and all existing or future claims, disputes or controversies between the Company and the Executive, regardless of the subject matter, source or basis, whether statutory, common law or otherwise, of the dispute or controversy. The Company and the Executive unconditionally and irrevocably agree that any claim, dispute or controversy regarding or relating to any matter whatsoever, including without limitation the employment and separation from employment of the Executive, must be submitted to arbitration in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, except as may be modified herein. By way of example only, disputes or controversies that are subject to this agreement for mandatory arbitration include claims under federal, state, and local statutory or common law, such as claims for discrimination, retaliation and/or harassment under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, and the Age Discrimination in Employment Act; claims for discrimination, retaliation and/or harassment under applicable state or local law; claims under the Employee Retirement Income Security Act; claims under the Family and Medical Leave Act; claims under the Fair Labor Standards Act; claims under contract or tort law; claims for wages, compensation or benefits; and claims for trade secret violations, unlawful competition or breach of fiduciary duty. Claims for workers’ compensation or unemployment compensation benefits and claims that are expressly excluded from binding arbitration agreements as a matter of law are not subject to this agreement for mandatory arbitration. Claims, disputes or controversies included within this provision for mandatory arbitration may sometimes
hereinafter be referred to as “Covered Disputes.” Covered Disputes shall be broadly interpreted and applied to the maximum extent permitted by law.
(b) Injunctive Relief Under Certain Circumstances. Notwithstanding the above Section 10(a), if the legal action involves an alleged breach of an obligation under Section 9 of this Agreement (Further Covenants) by the Executive, the Company may seek injunctive relief in any state or federal court of competent jurisdiction in the State of Delaware. Such action for injunctive reliefs shall be resolved by a judge alone, and both parties waive the right to a jury.
(c) Scope of Agreement to Arbitrate. The Parties also agree to submit claims to the arbitrator regarding issues of arbitrability, the validity, scope and enforceability of this Agreement, his or her jurisdiction, as well as any gateway, threshold, or any other challenges to this Agreement, including claims that this Agreement is unconscionable. Any such claims shall be included within the term “Covered Disputes.” The purpose of this provision is to avoid and prevent any judicial intervention in the arbitration process as provided herein for resolving Covered Disputes between the Company and the Executive.
(d) No Class Actions. Covered Disputes must be arbitrated only on an individual basis. If there are Covered Disputes between the Company and different Persons employed by the Company or more than one such Person, those Covered Disputes, even if arising out of the same or related circumstances, must be arbitrated in separate, individual proceedings. The Company and the Executive irrevocably and unconditionally waive any right to initiate or be a party to any class, consolidated group, collective, or representative proceeding in arbitration or any other forum.
(e) Company Liability. To the maximum extent permitted by law, this Mandatory Arbitration Provision shall also apply to any and all Covered Disputes between the Executive and Company employees in any context that involves the Company and for which the Company may have any potential liability or responsibility.
(f) Arbitration Location. Any arbitration under this section shall be conducted at the locale of the Company’s office to which the Executive is principally assigned, unless applicable law requires the arbitration to be held in another jurisdiction. Any such arbitration will be decided in accordance with and determined by the laws of the State of Delaware with regard to the substance of the dispute or controversy to the maximum extent allowed by applicable law and/or applicable federal law. Executive specifically agrees that the Company may seek specific performance of this agreement for mandatory arbitration, as well as other injunctive relief, from the state or federal courts in the State of Delaware, or the state or federal courts in the jurisdiction in which he or she resides and/or performs services for the Company.
(g) Confidentiality. Any arbitration under this section shall be strictly confidential, and nothing about the arbitration proceeding or any information or documents produced in the arbitration proceeding or made a part of the record therein shall be made public or disclosed to anyone other than the arbitrator(s), the parties, counsel and witnesses, all of whom shall be bound by this requirement of confidentiality.
(h) Discovery. Discovery in any arbitration under this section shall be conducted in accordance with the Federal Rules of Civil Procedure, except as modified herein. There shall be no requests for admission and all other written discovery shall be limited in number of individual requests, including subparts, to twenty (20) in total per side. With regard to depositions, each side shall be limited to three (3) depositions, each lasting no longer than seven (7) hours, unless agreed otherwise by the Parties. The admissibility of evidence at the arbitration hearing shall be governed by the Federal Rules of Evidence.
(i) Arbitrators’ Decision; Costs. The arbitrator(s) shall not have the authority to award punitive damages, costs or attorneys’ fees to either Party except as expressly allowed by the applicable law. The decision of the arbitrator(s) shall be in writing and shall contain the findings of fact and conclusions of law on which the decision is based. The administrative costs of the arbitration (filing fees, cost for the arbitration site, hearing fees, arbitrator’s fee) shall be divided equally between the parties. In the event that the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, any express statutory provisions, or controlling case law conflicts with this allocation and requires the payment of administrative costs of arbitration by the Company, the administration costs of arbitration will be paid by the Company. The fees and expenses of any witness shall be paid by the Party requiring the presence of such witness. Each Party shall bear its own costs and expenses in all other respects.
(j) Finality; Enforcement. The resolution of any Covered Dispute achieved through arbitration pursuant to this section shall be final and binding on all Parties in accordance with the Federal Arbitration Act and shall be enforceable by a court of competent jurisdiction.
(k) No Jury Trial. If for any reason the requirement of mandatory arbitration as set forth in this section is not applicable or enforceable, then no Party shall be entitled to a trial by jury as to any matter or issue arising out of or relating in any way to any Covered Dispute.
11. Section 409A.
(a) Section 409A. This Agreement shall be construed to be in compliance with or exempt from Section 409A. For purposes of this Agreement, the term “separation from service” has the meaning set forth in Section 409A. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A relating to “separation from service.” To the extent that any reimbursements under this Agreement are taxable to the Executive, any such reimbursement payment due to the Executive shall be paid to the Executive as promptly as practicable, and in all events on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other taxable year. For purposes of Section 409A, each of the payments that may be made under this Agreement are designated as separate payments.
(b) Six Month Wait. Notwithstanding anything else to the contrary in this Agreement, if (i) the Executive is entitled to receive payments or benefits under this Agreement by reason of his or her separation from service other than as a result of his or her death, (ii) the Executive is a “specified employee” (within the meaning of Section 409A) of a company, the stock of which is publicly traded, for the period in which the payment or benefits would otherwise commence, and (iii) such payment or benefit would otherwise subject the Executive to any tax, interest or penalty imposed under Section 409A (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of the Executive’s employment with the Company, then such payment or benefit required under this Agreement shall not commence until the day immediately following the six-month anniversary of the termination of the Executive’s employment.
12. Notices. All notices, requests, demands and other communications provided for in this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified United States mail, as appropriate, postage-
prepaid, return receipt requested, or an equivalent governmental mail service, to the following addresses:
If to the Company:
Public Policy Holding Company, Inc.
ATTN: Chief Executive Officer
800 N Capitol Street NW
Suite 800
Washington, DC 20002
If to PPHC:
Public Policy Holding Company LLC
ATTN: Chief Executive Officer
800 N Capitol Street NW Suite 800
Washington, DC 20002
If to the Executive:
to the address of the Executive’s primary residence (as reflected on the records of the Company)
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice pursuant to this Section 12 shall be effective on the date of delivery in person or by courier, or three (3) days after the date mailed.
13. Severability. In the event that any of the provisions of this Agreement, or the application of any such provisions to the Executive or the Company with respect to obligations hereunder, is held to be unlawful or unenforceable by any court or arbitrator, the remaining portions of this Agreement will remain in full force and effect and will not be invalidated or impaired in any manner.
14. Waiver. No waiver by any party hereto of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of any other term or covenant contained in this Agreement.
15. Entire Agreement. Except as provided in the following sentence, this Agreement contains the entire agreement between the Executive and the Company with respect to the subject matter of this Agreement, and supersedes any and all prior agreements and understandings, oral or written, between the Executive and the Company with respect to the subject matter of this Agreement, for periods on and after the Effective Date. Notwithstanding the foregoing, agreements relating to the subject matter hereof covering time periods before the Effective Date shall remain in place in accordance with their terms for pre-Effective Date time periods, and the CONFIDENTIALITY AND NONCOMPETITION AGREEMENT by and between the parties hereto dated as of July 1,2014 shall remain in effect and not be superseded by this agreement.
16. Amendments. This Agreement may be amended only by an agreement in writing signed by the Executive and an authorized representative of the Company (other than the Executive), and in the case of sections 6A and 9, an authorized representative of PubCo.
17. Successors and Assigns. Because the Executive’s obligations under this Agreement are personal in nature, the Executive’s obligations may only be performed by the Executive and may not be assigned by the Executive. This Agreement is binding upon the Executive’s successors, heirs,
executors, administrators and other legal representatives, and shall inure to the benefit of the Company and its subsidiaries, successors and assigns. The Company may assign its rights and obligations under this Agreement without prior written approval of the Executive upon the transfer of all or substantially all of the business and/or assets of the Company (by whatever means).
18. Consultation with Counsel. The Executive acknowledges that the Executive has had a full and complete opportunity to consult with counsel of the Executive’s own choosing concerning the terms, enforceability and implications of this Agreement.
19. No Other Representations. The Executive acknowledges that the Company has made no representations or warranties to the Executive concerning the terms, enforceability or implications of this Agreement other than as reflected in this Agreement.
20. Headings. The titles and headings of sections and subsections contained in this Agreement are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
21. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one agreement.
22. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles.
23. No Construction against Drafter. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.
24. Further Assurances. The Parties hereby agree, at the request of any other party, to execute and deliver all such other and additional instruments and documents and to do such other acts and things as may be reasonably necessary or appropriate to carry out the intent and purposes of this Agreement.
25. Survival. The rights and obligations of the parties under the provisions of this Agreement that relate to periods of time after the Executive’s termination of employment shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive’s employment hereunder or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.
26. Regulatory Requirements.
(a) Requirements Generally. The Executive shall comply (and, where applicable, shall take steps as feasible to ensure that any person connected with the Executive shall comply) with all the PubCo’s rules, regulations, policies and procedures from time to time in force including every rule of law, the AIM Rules for Companies of London Stock Exchange plc from time to time (the "AIM Rules"), the UK Market Abuse Regulation, which is the retained EU law version of the EU Market Abuse Regulation (596/2014/EU) which has applied in the UK since the end of the Brexit transition period, the Corporate Governance Guidelines for Small and Mid-sized Quoted Companies published by the Quoted Companies Alliance (as amended from time to time), PubCo’s Policies on Dealings in the Securities of the PubCo and Insider Trading (the "Dealing/Trading Policies") and every regulation of PubCo for the time being in force in relation to dealings in shares or other securities of the PubCo or any company in the Company Group.
(b) Company Shares. The Executive shall promptly notify the Designated Person (as specified under the Dealing/Trading Policies) of:
(i) the details, set forth in writing, of any dealings in shares of PubCo by the Executive or any person connected to the Executive, of which PubCo or the Company is required by law, regulation or otherwise to be notified; and
(ii) all relevant information relating to the Executive or any such connected person of which PubCo or the Company is required to notify to London Stock Exchange plc in accordance with or pursuant to the AIM Rules.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| | | | | | | | |
| Public Policy Holding Company, Inc. |
| | |
| | |
| By: | | |
/s/ William R. Chess |
| Name: | William R. Chess |
| Title: | Chief Financial Officer |
| | |
| EXECUTIVE |
/s/ G. Stewart Hall |
| G. Stewart Hall |
IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, G. Stewart Hall, hereby transfers, assigns and conveys unto Public Policy Holding Company, Inc. (the “Corporation”') (___________) shares of
Common Stock (the "Shares") of the Corporation, standing in his name on the books of the Corporation, and hereby irrevocably constitutes and appoints the Secretary of the Corporation, as his attorney-in-fact to transfer the said Shares on the books of the Corporation with full power of substitution in the premises.
| | | | | | | | |
/s/ G. Stewart Hall |
| G. Stewart Hall |
Dated: __________, 2021
TEMPLATE MATERIALS
ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE
As referenced in Section 6A(e) of the Agreement, the following are template materials for making an election under Section 83(b) of the Code. The Executive acknowledges that he or she may consult with his or her tax advisor regarding the advisability of making an election under Section 83(b) of the Internal Revenue Code with respect to the Pre-IPO Shares, and that any such election must be made within 30 days after the Pre-IPO Shares are issued to the Executive.
Election Pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as Amended
The undersigned hereby makes an election, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the property described below and supplies the following information in accordance with Treas. Reg. §1.83-2(e):
1. The name, address, and taxpayer identification number of the Taxpayer:
| | | | | | | | |
| Name: | |
| | |
| Address: | |
| | |
| Social Security Number: | |
2. A description of the property with respect to which the election is being made:
The property with respect to which the election is made is [__________] shares of common stock (the “Stock”) of Public Policy Holding Company, Inc. (the “Company”).
3. The date on which the property was transferred and the taxable year in which such election was made:
The date on which the Stock was transferred to the Taxpayer is [__________, 2021] (the “Grant Date”). The taxable year to which this election relates is calendar year 2021.
4. The nature of the restriction to which the property is subject:
The property is subject to restrictions in that the property is not transferable and is subject to a substantial risk of forfeiture until the Taxpayer vests in the property in accordance with the provisions of the Taxpayer’s employment agreement with Public Policy Holding Company Inc. dated August 2, 2021.
The Stock vests over a five-year period, with 20% vesting upon each of the first five anniversaries of the Company’s initial public offering, provided Taxpayer remains an employee of the Company (or an affiliate thereof) on any such vesting date.
Any nonvested Stock is forfeited upon termination of employment of Taxpayer from Public Policy Holding Company Inc.
The Taxpayer believes that the above restrictions constitute a substantial risk of forfeiture.
5. The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) of the property with respect to which the election is being made:
The fair market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the Stock with respect to which this election is being made is [$__________].
6. The amount (if any) paid for such property:
The Taxpayer exchanged interests in Public Policy Holding Company, LLC with a value of [$__________] for the Stock.
7. Copies Furnished:
A copy of this statement has been furnished to Public Policy Holding Company Inc., the entity for which services are performed (the employer).
Date:
Letter for filing §83(b) Election Form
Date:__________
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Internal Revenue Service Center
[**Address**] [**the Service Center to which individual income tax return is filed**]
Re: 83(b) Election of [__________] Shares of Common Stock of Public Policy Holding Company, Inc.
Social Security Number: ______________________
Dear Sir/Madam:
Enclosed is an election under §83(b) of the Internal Revenue Code of 1986 with respect to certain shares of common stock of Public Policy Holding Company, Inc., that were transferred to me on [__________].
Please file this election.
Sincerely,
_______________________________
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”) is made by and between Public Policy Holding Company, Inc. (“PubCo” or “Company”) and Roel Smits (the “Executive”). The Company and the Executive are hereinafter also referred to individually as “Party” and together as “Parties.” This Agreement is dated February 25, 2022 (“Execution Date”). The Agreement will become effective upon the Execution Date, and is contingent upon the signed acceptance of offer of employment with Company scheduled to begin on or before May 1, 2022 (the “Effective Date”).
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive as Deputy Chief Financial Officer of the Company; and
WHEREAS, the Company and the Executive desire to enter into this Agreement as to the terms of the Executive’s employment with the Company.
NOW, THEREFORE, in consideration of the promises, and of the mutual covenants and agreements hereinafter contained, the Company and the Executive agree as follows:
1. Term. The Executive’s employment under this Agreement commenced on the
Effective Date and shall continue until terminated pursuant to Section 7 below. The period during which Executive is employed pursuant to this Agreement shall be referred to as the “Term”.
2. Title. During the Term, the Executive shall serve as Deputy Chief Financial Officer
of the Company.
3. Reporting. During the Term, the Executive shall report to Chief Executive Officer
of the Company.
4. Duties.
(a) During the Term, the Executive shall have the duties and responsibilities customarily associated with the position of Deputy Chief Financial Officer of a company the general size and nature as the Company, and such other duties and responsibilities as are consistent with the Executive’s position that may be assigned to the Executive from time to time by the Chief Executive Officer. During the Term, at the request of the Board of Directors of PubCo (“Board”), the Executive may also serve as an officer or director of and shall perform certain services for subsidiaries or Affiliates of the Company, in each case without any additional compensation.
(b) The Executive shall not acquire or hold more than two (2) percent of any class of publicly-traded securities of any business, except that the Executive may have a passive investment in any such company to the extent that the Executive shall provide all required
disclosure according to applicable Company policies including but not limited to the Company’s Personal Trading Policy and Conflicts of Interest Policy applicable to all employees.
5. Location. During the Term, the Executive shall be based in the Company’s offices
in New York, NY. However, the Executive acknowledges that in order to effectively perform his or her duties, he or she may be required to travel to such other places by such means and on such occasions as the Company may require.
6. Compensation and Benefits.
(a) Base Salary. Effective as of the Effective Date, the Executive shall receive an annual base salary of US $425,000. The Executive’s base salary shall be payable in accordance with the Company’s normal payroll practices. Such base salary shall be subject to periodic review, and may be increased but not decreased from time to time at the sole discretion of the Board or its delegate. The annual base salary payable to Executive under this Section 6, as the same may be increased from time to time, shall hereinafter be referred to as the “Base Salary.”
(b) Bonus. The Executive shall be eligible to receive an annual cash bonus in accordance with the terms of the Company’s annual bonus program, as such program may be amended, suspended or terminated from time to time, subject to and based on the attainment by Executive and/or the Company of applicable performance targets to be set by the Board or its delegate. The Executive shall be eligible for an annual target bonus opportunity to be determined by the Board or its delegate. Actual bonus payout may be more or less than target, based on Company and individual performance during the performance-measurement period. In order to receive any such bonus, the Executive must be actively employed by the Company on the date on which such bonus is scheduled to be paid to the Executive, except as otherwise provided herein or under the terms of the bonus program.
(c) Equity-Based Awards Under The Omnibus Plan. The Executive shall be eligible to receive equity-based awards from time to time in accordance with the terms of the Public Policy Holding Company, Inc. 2021 Omnibus Incentive Plan, as amended, suspended, terminated, or superseded by a successor plan from time to time (“Omnibus Plan”), subject to and based on the attainment by Executive and/or the Company of applicable performance targets to be set by the Board or its delegate.
(d) Vacation. During the Term, the Executive shall be entitled to fifteen (15) days of paid vacation annually, exclusive of United States legal holidays, during a calendar year (prorated for a partial year of employment during a calendar year), provided that the scheduling of the Executive’s vacation does not interfere with the Company’s normal business operations. Unused vacation days shall not be cashed out at termination of employment.
(e) Benefits. During the Term, and provided that the Executive satisfies, and continues to satisfy, any individual plan eligibility requirements, the Executive shall be eligible to participate in, and receive benefits under, benefit programs maintained by the Company for its
senior executives on terms and conditions set forth in such plans (as may be amended, modified or terminated from time to time).
(f) Reimbursement of Business Expenses. The Company shall reimburse the Executive for all reasonable and properly documented expenses incurred or paid by the Executive in connection with the performance of his or her duties hereunder; provided that the Executive submits a request for such expense reimbursement together with such supporting documentation as the Company may require within thirty (30) days after such expenses are incurred and the Company shall reimburse all properly documented expenses no later than thirty (30) days after submission of such request for reimbursement and in any event no later than March 15th of the calendar year following the year in which such expenses were incurred.
(g) Withholdings. All payments made under this Agreement shall be subject to any and all federal, state, local and foreign taxes and other withholdings to the extent required by applicable law. The Company shall have the power to withhold, or require the Executive to remit to the Company promptly upon notification of the amount due, an amount sufficient to satisfy the statutory minimum amount of all federal, state, local and foreign withholding tax requirements with respect to any payment of cash, or issuance, delivery or vesting of any other property hereunder to the Executive or any third party.
7. Separation from Service.
(a) Due to Death. The Executive’s employment with the Company shall automatically terminate immediately upon his or her death.
(b) Due to Disability. If the Executive incurs a “Disability” (as defined below) during the Term, then the Board, in its sole discretion, shall be entitled to terminate the Executive’s employment upon written notice to the Executive. For purposes of this Agreement, “Disability” means that the Executive, as a result of illness or incapacity, is unable to perform substantially his or her required duties for a period of four (4) consecutive months or for any aggregate period of six (6) months in any twelve (12) month period. A termination of the Executive’s employment by the Company for Disability shall be communicated to the Executive by written notice and shall be effective on the tenth (10th) business day after receipt of such notice by the Executive, unless the Executive returns to full-time performance of his or her duties before such tenth (10th) business day.
(c) By the Company (With or Without Cause). During the Term, the Company shall be entitled to terminate the Executive’s employment with or without “Cause” by providing written notice to the Executive. For purposes of this Agreement, the Executive shall be deemed terminated for “Cause” if the Company terminates the Executive’s employment in writing after the Executive’s: (i) willful misconduct or gross negligence in the performance of the Executive’s duties to the Company; (ii) willful and repeated failure to follow the lawful directives of the Board or Chief Executive Officer of Public Policy Holding Company (“CEO”) which are consistent with his or her role as Deputy Chief Financial Officer; (iii) indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime resulting in reputational or financial harm to the Company; (iv) performance of any act of theft,
embezzlement, fraud, or misappropriation of Company property; (v) use of illegal drugs, or abuse of alcohol that materially impairs the Executive’s ability to perform the Executive’s duties to the Company; (vi) material breach of any fiduciary duty owed to the Company (including, without limitation, the duty of care and the duty of loyalty); (vii) material breach of the Agreement or any other agreement between the Executive and the Company; (viii) material violation of the Company’s code of conduct or other written policy; or (ix) prohibition from serving in the lobbying industry or serving as an officer of the Company. Prior to the Company’s termination of the Agreement for Cause under clauses (i), (ii), (v), (vi), (vii), or (viii) (if under circumstances susceptible to cure, the Board will provide the Executive with written notice detailing the specific actions or inactions giving rise to Cause and a period of fifteen (15) days following the Executive’s receipt of such notice to cure such actions or inactions in all material respects; provided that the foregoing cure right will not apply if there are habitual actions or inactions giving rise to the Executive’s termination for Cause. For purposes of determining Cause, no act or failure to act by the Executive shall be considered “willful” unless it is done or omitted to be done by the Executive in bad faith and without reasonable belief that his or her action or omission was in the best interests of the Company. Any voluntary termination by the Executive in anticipation of a termination for Cause under this Section 7(c) shall be deemed a termination for Cause.
(d) By the Executive.
(i) Without Good Reason. During the Term, the Executive shall be entitled to terminate his or her employment with the Company without Good Reason by providing the Company written notice of such decision. The Company shall only be required to compensate the Executive through the effective date of the Executive’s separation from service, except as otherwise provided in Section 8.
(ii) With Good Reason Following Change in Control. During the Term, the Executive shall be entitled to terminate his or her employment with the Company with Good Reason following a Change in Control, by providing the Company with advance written notice of such decision as set forth in Section 7(d)(iii).
(iii) The Executive shall have “Good Reason” to terminate his or her employment with the Company upon the occurrence of one or more of the following events without the Executive’s written consent within twelve (12) months following consummation of a Change in Control: (i) a material diminution in the Executive’s authority, duties, or responsibilities (including reporting responsibilities) as Deputy Chief Financial Officer of the Company; (ii) the relocation of the Executive’s principal place of employment to a location that is not within commuting distance of New York, NY; (iii) a material breach by the Company of any written agreement between the Executive and the Company; or (iv) a material diminution of the Executive’s Base Salary or target bonus opportunity (if applicable). Prior to any termination for Good Reason, the Executive must provide written notice to the Company within thirty (30) days following the date of the first occurrence of an alleged Good Reason event, setting forth in reasonable detail the conduct alleged to be a basis for a termination for Good Reason. The Executive will not have the right to terminate his or her employment for Good Reason if, within the thirty (30) day period following delivery of the Executive’s written notice, the Company
cures, in all material respects, the conduct alleged to be a basis for a termination for Good Reason. If the Company does not cure alleged conduct within the prescribed thirty (30) day period, the Executive must actually terminate his or her employment within thirty (30) day period immediately following the expiration of the Company’s cure period; otherwise, any claim of such circumstances as constituting “Good Reason” will be deemed irrevocably waived by the Executive.
(iv) “Change in Control” shall mean the first to occur of the following events after the Effective Date: (i) the sale, transfer or other disposition of all or substantially all of the assets of PubCo to one or more Persons that are not, immediately prior to such sale, transfer or other disposition, directly or indirectly through one or more intermediaries, controlling, controlled by, or under common control with, PubCo (an “Affiliate”); (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) (other than PubCo or any Affiliate, or any employee benefit plan sponsored or maintained by PubCo (or its Affiliates)) becomes the beneficial owner, directly or indirectly, of more than 50% or more of the voting power of the common stock of PubCo; (iii) the merger or consolidation of PubCo, as a result of which Persons who were stockholders of PubCo immediately prior to such merger or consolidation, do not, immediately thereafter, own, directly or indirectly, a majority of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company; (iv) the liquidation or dissolution of PubCo other than a liquidation or dissolution for the purposes of effecting a corporate restructuring or reorganization as a result of which Persons who were stockholders of PubCo immediately prior to such liquidation or dissolution continue to own immediately thereafter, directly or indirectly, a majority of the combined voting power entitled to vote generally in the election of directors of the entity that owns, directly or indirectly, substantially all of the assets of PubCo following such transaction; or (v) a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of such appointment or election.
8. Compensation Upon Separation from Service.
(a) By Reason of Death or Disability. If the Executive incurs a separation from service with the Company by reason of the Executive’s death or Disability pursuant to Section 7(a) or 7(b) above, then the Company shall pay to the Executive (or the Executive’s estate, as appropriate) (i) the Executive’s then current Base Salary earned through the termination date, (ii) employee benefits in accordance with terms of the applicable plan documents, and (iii) any earned and unpaid cash bonuses for any previously completed bonus years (clauses (i) through (iii) collectively, the “Accrued Obligations”), within thirty (30) days after the date of separation from service. Thereafter, the Company shall have no further obligations to the Executive.
(b) By the Company for Cause. If the Executive incurs a separation from service as a result of termination of employment by the Company for Cause pursuant to Section 7(c) above, then the Company shall pay to the Executive the Accrued Obligations within thirty (30) days after the date of the Executive’s separation from service due to Cause. Thereafter, the Company shall have no further obligations to the Executive.
(c) By the Company without Cause (Non-Change in Control). If the Executive incurs a separation from service as a result of termination of employment by the Company without Cause (other than within 12 months following a Change in Control), then the Company shall pay or provide to the Executive, subject to Section 8(f):
(i) the Accrued Obligations, within thirty (30) days after the date of such separation from service;
(ii) an amount equal to 12 months of the Executive’s Base Salary, payable in equal installments for 12 months following such separation from service. All amounts owing under this clause (c)(ii) shall be payable in accordance with the Company’s normal payroll practices; and
(iii) an amount equal to 100% of Executive’s most recently paid annual bonus, payable within 2-1/2 months following the fiscal year in which such separation of service occurs.
(d) By the Company without Cause (Change in Control) or by the Executive for Good Reason (Change in Control). If the Executive incurs a separation from service as a result of termination of employment by the Company without Cause (within 12 months following a Change in Control) or incurs a separation from service for Good Reason (within 12 months following a Change in Control), then the Company shall pay or provide to the Executive, subject to Section 8(f):
(i) the Accrued Obligations, within thirty (30) days after the date of such separation from service;
(ii) an amount equal to 12 months of the Executive’s Base Salary, payable in equal installments for 12 months following such separation from service. All amounts owing under this clause (d)(ii) shall be payable in accordance with the Company’s normal payroll practices;
(iii) an amount equal to 100% of Executive’s most recently paid annual bonus, payable within 2-1/2 months following the fiscal year in which such separation of service occurs; and
(iv) full vesting of any outstanding awards issued to the Executive under the Omnibus Plan which are not otherwise vested.
(e) By the Executive Without Good Reason. If the Executive voluntarily separates from service with the Company without Good Reason, then the Company shall pay to the Executive the Accrued Obligations within thirty (30) days of his or her separation from service. Thereafter, the Company shall have no further obligations to the Executive.
(f) General Release and Other Requirements.
(i) Notwithstanding any other provision of this Agreement to the contrary, as a condition to receiving any payments (other than the Accrued Obligations) or the accelerated vesting that may be made or due pursuant to this Section 8, the Executive (or the executor or administrator of his or her estate in the event of Executive’s death) must execute and not revoke a general release agreement substantially in the form provided by the Company, within sixty (60) days after the Executive’s separation from service with the Company, and must comply with the Executive’s obligations under this Agreement. Notwithstanding anything else in this Section 8, except as otherwise required by Section 11(b) of this Agreement (which imposes a sixmonth delay for 409A-governed payments to “specified employees”) and subject to the Executive’s execution of the release agreement in accordance with this Section 8(f)(i), payment of any amounts pursuant to this Section 8 (other than the Accrued Obligations) that would otherwise be paid in the first sixty (60) days following the Executive’s separation from service shall be paid on the 75th day following such separation from service.
(ii) Notwithstanding any other provision of this Agreement to the contrary, upon termination of the Executive’s employment for any reason, and regardless of whether the Executive continues as a consultant to the Company, unless otherwise requested by the Company in writing, the Executive shall promptly resign, as of the date of such termination of employment or such other date requested, from the Board and any committees thereof or any other governance positions with the Company or any Affiliate to the extent the Executive is then serving thereon. The form of such resignation shall be as requested by the Board, and the failure of the Executive to comply with this Section 8(f)(ii) (by not resigning from the Board and any and all committees or other governance provisions as contemplated hereby), shall constitute a material breach of this Agreement and may result in a termination for Cause (whether prospectively or retroactively) and the Executive shall not be entitled to receive or retain any severance or other payments under this Agreement (other than the Accrued Obligations).
(g) No Mitigation. The Executive shall not have a duty to mitigate damages by seeking other employment and there shall be no offset against any amounts or entitlements due to the Executive hereunder or otherwise on account of any remuneration or benefits provided by any subsequent employment he or she may obtain.
(h) Section 280G of the Code. Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit the Executive would receive from the Company pursuant to this Agreement or otherwise (a “Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code and (b) but for this Section 8(h), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount (as defined below). The “Reduced Amount” will be either (1) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (2) the entire Payment, whichever amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in the Executive’s receipt, on an after-tax
basis, of the greatest amount of the Payment. If a reduction in the Payment is to be made, the reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to the Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive’s equity awards.
9. Further Covenants.
(a) Definitions
(i) “Affiliate” means, with respect to a Person, any other Person controlling, controlled by, or under common control with, the first Person.
(ii) “Company Group” means the Company and its Affiliates.
(iii) “Confidential Information” means all Company Group information
and materials no matter the form, whether in written, oral, electronic or other form, that: become known to Executive before or after the Effective Date as a consequence of Executive’s employment by the Company; are not generally known to the public; and, have or could have commercial value or utility to others in the business in which the Company Group is engaged. Confidential information includes, but is not limited to, information and materials about the Company Group’s Clients, Potential Clients, methods of operation, products, processes, prices, costs, discounts, business plans and strategies, prospective and executed contracts, trade secrets, business contacts, client lists, vendor lists, policies, procedures, techniques and know-how, and all technological, business, financial, accounting, statistical and personnel information regarding the Company Group and Clients of the Company Group, and all work performed for the Company Group’s Clients or for the Company Group on behalf of any Company Group Client. The Parties further agree and stipulate that this Confidential Information was developed by the Company Group at considerable expense, is a valuable Company Group asset and part of its goodwill, is vital to the Company Group's success, and is the sole property of the Company Group.
(iv) “Client” means all Persons and Affiliates thereof that, during
Executive’s employment and for two years prior thereto, have purchased any services from the Company Group.
(v) “Entity” means any general partnership, limited partnership,
corporation, limited liability company, joint venture, trust, business trust, cooperative, association or other form of organization.
(vi) “Person” means any individual, Entity, or government or other
agency or political subdivision thereof, and the heirs, personal representatives, successors and assigns of such Person.
(vii) “Potential Client” means all Persons and Affiliates thereof that,
during Executive’s employment and for two years prior thereto, have either contacted the Company Group for the purpose of seeking or purchasing the Company Group’s services, or have been contacted by the Company Group for the purpose of selling its services.
(b) Confidential Information
(i) Executive agrees that upon termination of Executive’s employment with the Company, for any reason, whether voluntary or involuntary, Executive will surrender to the Company every item and every document that is the Company Group's property (including keys, records, computer files and storage media, notes, memoranda, models, inventory and equipment) or that contains Confidential Information, in whatever form. All of these materials are the sole and absolute property of the Company.
(ii) To the maximum extent permitted by applicable law, Executive
agrees that, during his employment and following the termination of that employment, for any reason, whether voluntary or involuntary, the Executive will not, directly or indirectly, disclose, use, or transfer any of the Company's Confidential Information to any Person other than agents of the Company, and the Executive will not use or aid others in obtaining or using any such Confidential Information without the express written permission of the Chief Executive Officer of the Company. In addition, Executive will take all precautions to prevent the inadvertent disclosure or exposure of the Company’s Confidential Information to unauthorized Persons. Executive agrees to promptly notify the Company upon his discovery or reasonable suspicion that any Company Confidential Information are being used in an unauthorized manner or are in the possession of unauthorized parties. Executive agrees to fully cooperate with the Company to regain possession of its Confidential Information and to prevent any unauthorized use or disclosure. This confidentiality and nondisclosure provision will be in effect for the maximum period permitted by applicable law, and the Parties intend that period to be in perpetuity.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive’s continuing confidentiality obligations under the Agreement do not prohibit Executive from disclosing Confidential Information to a federal, state or local government official or to an attorney for the purpose of reporting or investigating a violation of law or in a court filing under seal. Accordingly, Executive hereby acknowledges and understands that pursuant to the Federal Trade Secrets Act of 2016, the Executive has been advised that the Executive has immunity from being held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(c) Non-Solicit.
(i) Executive agrees that during Executive’s employment and for a period of 24 months after termination of Executive’s employment, for any reason, whether
voluntary or involuntary, Executive will not, on Executive’s own behalf or as a partner, officer, director, employee, agent, or consultant of any other Person, directly or indirectly solicit or induce (or attempt to solicit or induce) any of the Company Group’s Clients or Potential Clients to stop conducting business with the Company Group, to reduce the level of business with the Company Group, or to conduct business with any other Person, business, or entity in lieu of the Company Group. This non-solicitation provision includes Executive’s activities on online social or professional networking accounts and services. The Clients and Potential Clients covered by this paragraph are limited to those with whom Executive worked, communicated, serviced, solicited, or about whom Executive received information in connection with Executive’s employment with the Company Group over the two-year period preceding Executive’s separation of employment with the Company Group.
(ii) Executive agrees that during Executive’s employment and for a period of 24 months after termination of that employment, for any reason, whether voluntary or involuntary, Executive will not, on Executive’s own behalf or as a partner, officer, director, employee, agent, or consultant of any other Person, directly or indirectly, contact, solicit or induce (or attempt to solicit or induce) any employee of the Company to leave their employment with the Company or consider employment with any other Person. This non-solicitation provision includes Executive’s activities on online social or professional networking accounts and services. The employees covered by this paragraph are limited to those with whom Executive worked, communicated, interacted, or about whom Executive received information in connection with Executive’s employment with the Company over the two-year period preceding Executive’s separation of employment with the Company.
(d) Reserved.
(e) Tolling. It is specifically agreed that the periods of time stated in Sections 9(b), 9(c) and 9(d) during which the agreements and covenants made by Executive shall be effective, shall be computed by excluding from such computation any time during which Executive is in violation of any provision of this Agreement, whether or not such violation is known by the Company.
(f) Enforcement. It is the intention of the Parties that the covenants, provisions and agreements contained in this Section 9 shall be enforceable to the fullest extent allowed by law. If any such covenant, provision, or agreement is found by a court having jurisdiction to be unreasonable in duration, geographic scope or character of restrictions, such covenant, provision or agreement shall not be rendered unenforceable thereby, but rather the duration, geographic scope or character of restrictions of such covenant, provision or agreement shall be deemed reduced or modified with retroactive effect to render such covenant, provision or agreement reasonable, and such covenant, provision or agreement shall be enforced as modified. If the court having jurisdiction will not revise the covenant, provision or agreement, the Parties shall mutually agree to a revision having an effect as close as permitted by applicable law to the provision declared unenforceable. The Parties agree that if a court having jurisdiction determines, despite the express intent of the Parties, that any portion of the covenants, provisions or agreements contained herein are not enforceable, the remaining covenants, provisions and
agreements herein shall be valid and enforceable. Moreover, to the extent that any provision is declared unenforceable, the Company Group shall have any and all rights under applicable statutes, civil law or common law to enforce its rights with respect to any and all Confidential Information (and trade secrets) or unfair competition by Executive.
(g) Forfeiture and Clawback. Notwithstanding any contrary provision of this Agreement, the Omnibus Plan or any award issued thereunder, if the Executive violates any provision of this Section 9, any outstanding awards held by the Executive under the Omnibus Plan, whether vested or not, shall be forfeited, and no further bonuses shall be payable under Section 6(b). Moreover, the Company shall have the right to clawback from the Executive any amounts previously received by the Executive under or with respect to Omnibus Plan awards or as bonuses under Section 6(b) on or after the date of such violation of this Section 9. The forfeiture and clawback rights under this paragraph shall be in addition to, and not in derogation of, any other rights or remedies available to the Company resulting from the Executive’s violation of this Section 9, including but not limited to the forfeiture and clawback provisions of Section 6A.
10. Mandatory Arbitration. This provision for mandatory arbitration (the “Mandatory Arbitration Provision”) shall be the required and exclusive process for resolution of any and all “Covered Disputes” as defined below, involving the Company and the Executive.
(a) Construction. This Mandatory Arbitration Provision shall be broadly construed to the maximum extent permitted by law and shall apply to any and all existing or future claims, disputes or controversies between the Company and the Executive, regardless of the subject matter, source or basis, whether statutory, common law or otherwise, of the dispute or controversy. The Company and the Executive unconditionally and irrevocably agree that any claim, dispute or controversy regarding or relating to any matter whatsoever, including without limitation the employment and separation from employment of the Executive, must be submitted to arbitration in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, except as may be modified herein. By way of example only, disputes or controversies that are subject to this agreement for mandatory arbitration include claims under federal, state, and local statutory or common law, such as claims for discrimination, retaliation and/or harassment under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, and the Age Discrimination in Employment Act; claims for discrimination, retaliation and/or harassment under applicable state or local law; claims under the Employee Retirement Income Security Act; claims under the Family and Medical Leave Act; claims under the Fair Labor Standards Act; claims under contract or tort law; claims for wages, compensation or benefits; and claims for trade secret violations, unlawful competition or breach of fiduciary duty. Claims for workers’ compensation or unemployment compensation benefits and claims that are expressly excluded from binding arbitration agreements as a matter of law are not subject to this agreement for mandatory arbitration. Claims, disputes or controversies included within this provision for mandatory arbitration may sometimes hereinafter be referred to as “Covered Disputes.” Covered Disputes shall be broadly interpreted and applied to the maximum extent permitted by law.
(b) Injunctive Relief Under Certain Circumstances. Notwithstanding the above Section 10(a), if the legal action involves an alleged breach of an obligation under Section 9 of this Agreement (Further Covenants) by the Executive, the Company may seek injunctive relief in any state or federal court of competent jurisdiction in the State of Delaware. Such action for injunctive relief’s shall be resolved by a judge alone, and both parties waive the right to a jury.
(c) Scope of Agreement to Arbitrate. The Parties also agree to submit claims to the arbitrator regarding issues of arbitrability, the validity, scope and enforceability of this Agreement, his or her jurisdiction, as well as any gateway, threshold, or any other challenges to this Agreement, including claims that this Agreement is unconscionable. Any such claims shall be included within the term “Covered Disputes.” The purpose of this provision is to avoid and prevent any judicial intervention in the arbitration process as provided herein for resolving Covered Disputes between the Company and the Executive.
(d) No Class Actions. Covered Disputes must be arbitrated only on an individual basis. If there are Covered Disputes between the Company and different Persons employed by the Company or more than one such Person, those Covered Disputes, even if arising out of the same or related circumstances, must be arbitrated in separate, individual proceedings. The Company and the Executive irrevocably and unconditionally waive any right to initiate or be a party to any class, consolidated group, collective, or representative proceeding in arbitration or any other forum.
(e) Company Liability. To the maximum extent permitted by law, this Mandatory Arbitration Provision shall also apply to any and all Covered Disputes between the Executive and Company employees in any context that involves the Company and for which the Company may have any potential liability or responsibility.
(f) Arbitration Location. Any arbitration under this section shall be conducted at the locale of the Company’s office to which the Executive is principally assigned, unless applicable law requires the arbitration to be held in another jurisdiction. Any such arbitration will be decided in accordance with and determined by the laws of the State of Delaware with regard to the substance of the dispute or controversy to the maximum extent allowed by applicable law and/or applicable federal law. Executive specifically agrees that the Company may seek specific performance of this agreement for mandatory arbitration, as well as other injunctive relief, from the state or federal courts in the State of Delaware, or the state or federal courts in the jurisdiction in which he or she resides and/or performs services for the Company.
(g) Confidentiality. Any arbitration under this section shall be strictly confidential, and nothing about the arbitration proceeding or any information or documents produced in the arbitration proceeding or made a part of the record therein shall be made public or disclosed to anyone other than the arbitrator(s), the parties, counsel and witnesses, all of whom shall be bound by this requirement of confidentiality.
(h) Discovery. Discovery in any arbitration under this section shall be conducted in accordance with the Federal Rules of Civil Procedure, except as modified herein.
There shall be no requests for admission and all other written discovery shall be limited in number of individual requests, including subparts, to twenty (20) in total per side. With regard to depositions, each side shall be limited to three (3) depositions, each lasting no longer than seven (7) hours, unless agreed otherwise by the Parties. The admissibility of evidence at the arbitration hearing shall be governed by the Federal Rules of Evidence.
(i) Arbitrators’ Decision; Costs. The arbitrator(s) shall not have the authority to award punitive damages, costs or attorneys’ fees to either Party except as expressly allowed by the applicable law. The decision of the arbitrator(s) shall be in writing and shall contain the findings of fact and conclusions of law on which the decision is based. The administrative costs of the arbitration (filing fees, cost for the arbitration site, hearing fees, arbitrator’s fee) shall be divided equally between the parties. In the event that the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, any express statutory provisions, or controlling case law conflicts with this allocation and requires the payment of administrative costs of arbitration by the Company, the administration costs of arbitration will be paid by the Company. The fees and expenses of any witness shall be paid by the Party requiring the presence of such witness. Each Party shall bear its own costs and expenses in all other respects.
(j) Finality; Enforcement. The resolution of any Covered Dispute achieved through arbitration pursuant to this section shall be final and binding on all Parties in accordance with the Federal Arbitration Act and shall be enforceable by a court of competent jurisdiction.
(k) No Jury Trial. If for any reason the requirement of mandatory arbitration as set forth in this section is not applicable or enforceable, then no Party shall be entitled to a trial by jury as to any matter or issue arising out of or relating in any way to any Covered Dispute.
11. Section 409A.
(a) Section 409A. This Agreement shall be construed to be in compliance with or exempt from Section 409A. For purposes of this Agreement, the term “separation from service” has the meaning set forth in Section 409A. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A relating to “separation from service.” To the extent that any reimbursements under this Agreement are taxable to the Executive, any such reimbursement payment due to the Executive shall be paid to the Executive as promptly as practicable, and in all events on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other taxable year. For purposes of Section 409A, each of the payments that may be made under this Agreement are designated as separate payments.
(b) Six Month Wait. Notwithstanding anything else to the contrary in this Agreement, if (i) the Executive is entitled to receive payments or benefits under this Agreement by reason of his or her separation from service other than as a result of his or her death, (ii) the Executive is a “specified employee” (within the meaning of Section 409A) of a company, the stock of which is publicly traded, for the period in which the payment or benefits would otherwise commence, and (iii) such payment or benefit would otherwise subject the Executive to any tax, interest or penalty imposed under Section 409A (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of the Executive’s employment with the Company, then such payment or benefit required under this Agreement shall not commence until the day immediately following the six-month anniversary of the termination of the Executive’s employment.
12. Notices. All notices, requests, demands and other communications provided for in this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified United States mail, as appropriate, postage-prepaid, return receipt requested, or an equivalent governmental mail service, to the following addresses:
If to the Company:
Public Policy Holding Company, Inc.
ATTN: Chief Executive Officer
800 N Capitol Street NW
Suite 800
Washington, DC 20002
If to the Executive:
to the address of the Executive’s primary residence (as reflected on the records of the Company)
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice pursuant to this Section 12 shall be effective on the date of delivery in person or by courier, or three (3) days after the date mailed.
13. Severability. In the event that any of the provisions of this Agreement, or the application of any such provisions to the Executive or the Company with respect to obligations hereunder, is held to be unlawful or unenforceable by any court or arbitrator, the remaining portions of this Agreement will remain in full force and effect and will not be invalidated or impaired in any manner.
14. Waiver. No waiver by any party hereto of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of any other term or covenant contained in this Agreement.
15. Entire Agreement. Except as provided in the following sentence, this Agreement contains the entire agreement between the Executive and the Company with respect to the subject matter of this Agreement, and supersedes any and all prior agreements and understandings, oral or written, between the Executive and the Company with respect to the subject matter of this Agreement, for periods on and after the Effective Date. Notwithstanding the foregoing, agreements relating to the subject matter hereof covering time periods before the Effective Date shall remain in place in accordance with their terms for pre-Effective Date time periods.
16. Amendments. This Agreement may be amended only by an agreement in writing signed by the Executive and an authorized representative of the Company (other than the Executive), and in the case of sections 6A and 9, an authorized representative of PubCo.
17. Successors and Assigns. Because the Executive’s obligations under this Agreement are personal in nature, the Executive’s obligations may only be performed by the Executive and may not be assigned by the Executive. This Agreement is binding upon the Executive’s successors, heirs, executors, administrators and other legal representatives, and shall inure to the benefit of the Company and its subsidiaries, successors and assigns. The Company may assign its rights and obligations under this Agreement without prior written approval of the Executive upon the transfer of all or substantially all of the business and/or assets of the Company (by whatever means).
18. Consultation with Counsel. The Executive acknowledges that the Executive has had a full and complete opportunity to consult with counsel of the Executive’s own choosing concerning the terms, enforceability and implications of this Agreement.
19. No Other Representations. The Executive acknowledges that the Company has made no representations or warranties to the Executive concerning the terms, enforceability or implications of this Agreement other than as reflected in this Agreement.
20. Headings. The titles and headings of sections and subsections contained in this Agreement are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
21. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one agreement.
22. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles.
23. No Construction against Drafter. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.
24. Further Assurances. The Parties hereby agree, at the request of any other party, to execute and deliver all such other and additional instruments and documents and to do such other acts and things as may be reasonably necessary or appropriate to carry out the intent and purposes of this Agreement.
25. Survival. The rights and obligations of the parties under the provisions of this Agreement that relate to periods of time after the Executive’s termination of employment shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive’s employment hereunder or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| | | | | |
| Public Policy Holding Company, Inc. |
| |
| By: | /s/ G. Stewart Hall |
| Name: G. Stewart Hall |
| Title: Chief Executive Officer, PPHC |
| | |
| EXECUTIVE |
|
| /s/ Roel Smits |
| Roel Smits |
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”), is made by and between Public Policy Holding Company, Inc. (“PubCo” or “Company”) and Neal H. Strum (the “Executive”). The Company and the Executive are hereinafter also referred to individually as “Party” and together as “Parties.” This Agreement is dated December 28, 2021 (“Execution Date”). The Agreement will become effective upon the Execution Date, and is contingent upon the signed acceptance of offer of employment with Company scheduled to begin on January 1, 2022 (the “Effective Date”).
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive as Chief Legal Officer of the Company; and
WHEREAS, the Company and the Executive desire to enter into this Agreement as to the terms of the Executive’s employment with the Company.
NOW, THEREFORE, in consideration of the promises, and of the mutual covenants and agreements hereinafter contained, the Company and the Executive agree as follows:
1. Term. The Executive’s employment under this Agreement commenced on the
Effective Date and shall continue until terminated pursuant to Section 7 below. The period during which Executive is employed pursuant to this Agreement shall be referred to as the “Term”.
2. Title. During the Term, the Executive shall serve as Chief Legal Officer of the
Company.
3. Reporting. During the Term, the Executive shall report to Chief Executive Officer
of the Company.
4. Duties.
(a) During the Term, the Executive shall have the duties and responsibilities customarily associated with the position of Chief Legal Officer of a company the general size and nature as the Company, and such other duties and responsibilities as are consistent with the Executive’s position that may be assigned to the Executive from time to time by the Chief Executive Officer. During the Term, at the request of the Board of Directors of PubCo (“Board”), the Executive may also serve as an officer or director of and shall perform certain services for subsidiaries or Affiliates of the Company, in each case without any additional compensation.
(b) The Executive shall not acquire or hold more than two (2) percent of any class of publicly-traded securities of any business, except that the Executive may have a passive
investment in any such company to the extent that the Executive shall provide all required disclosure according to applicable Company policies including but not limited to the Company’s Personal Trading Policy and Conflicts of Interest Policy applicable to all employees.
5. Location. During the Term, the Executive shall be based in the Company’s offices
in Washington, DC. However, the Executive acknowledges that in order to effectively perform his or her duties, he or she may be required to travel to such other places by such means and on such occasions as the Company may require.
6. Compensation and Benefits.
(a) Base Salary. Effective as of the Effective Date, the Executive shall receive an annual base salary of US $450,000. The Executive’s base salary shall be payable in accordance with the Company’s normal payroll practices. Such base salary shall be subject to periodic review, and may be increased but not decreased from time to time at the sole discretion of the Board or its delegate. The annual base salary payable to Executive under this Section 6, as the same may be increased from time to time, shall hereinafter be referred to as the “Base Salary.”
(b) Bonus. The Executive shall be eligible to receive an annual cash bonus in accordance with the terms of the Company’s annual bonus program, as such program may be amended, suspended or terminated from time to time, subject to and based on the attainment by Executive and/or the Company of applicable performance targets to be set by the Board or its delegate. The Executive shall be eligible for an annual target bonus opportunity to be determined by the Board or its delegate. Actual bonus payout may be more or less than target, based on Company and individual performance during the performance-measurement period. In order to receive any such bonus, the Executive must be actively employed by the Company on the date on which such bonus is scheduled to be paid to the Executive, except as otherwise provided herein or under the terms of the bonus program.
(c) Equity-Based Awards Under The Omnibus Plan. The Executive shall be eligible to receive equity-based awards from time to time in accordance with the terms of the Public Policy Holding Company, Inc. 2021 Omnibus Incentive Plan, as amended, suspended, terminated, or superseded by a successor plan from time to time (“Omnibus Plan”), subject to and based on the attainment by Executive and/or the Company of applicable performance targets to be set by the Board or its delegate.
(d) Vacation. During the Term, the Executive shall be entitled to fifteen (15) days of paid vacation annually, exclusive of United States legal holidays, during a calendar year (prorated for a partial year of employment during a calendar year), provided that the scheduling of the Executive’s vacation does not interfere with the Company’s normal business operations. Unused vacation days shall not be cashed out at termination of employment.
(e) Benefits. During the Term, and provided that the Executive satisfies, and continues to satisfy, any individual plan eligibility requirements, the Executive shall be eligible to participate in, and receive benefits under, benefit programs maintained by the Company for its
senior executives on terms and conditions set forth in such plans (as may be amended, modified or terminated from time to time).
(f) Reimbursement of Business Expenses. The Company shall reimburse the Executive for all reasonable and properly documented expenses incurred or paid by the Executive in connection with the performance of his or her duties hereunder; provided that the Executive submits a request for such expense reimbursement together with such supporting documentation as the Company may require within thirty (30) days after such expenses are incurred and the Company shall reimburse all properly documented expenses no later than thirty (30) days after submission of such request for reimbursement and in any event no later than March 15th of the calendar year following the year in which such expenses were incurred.
(g) Withholdings. All payments made under this Agreement shall be subject to any and all federal, state, local and foreign taxes and other withholdings to the extent required by applicable law. The Company shall have the power to withhold, or require the Executive to remit to the Company promptly upon notification of the amount due, an amount sufficient to satisfy the statutory minimum amount of all federal, state, local and foreign withholding tax requirements with respect to any payment of cash, or issuance, delivery or vesting of any other property hereunder to the Executive or any third party.
7. Separation from Service.
(a) Due to Death. The Executive’s employment with the Company shall automatically terminate immediately upon his or her death.
(b) Due to Disability. If the Executive incurs a “Disability” (as defined below) during the Term, then the Board, in its sole discretion, shall be entitled to terminate the Executive’s employment upon written notice to the Executive. For purposes of this Agreement, “Disability” means that the Executive, as a result of illness or incapacity, is unable to perform substantially his or her required duties for a period of four (4) consecutive months or for any aggregate period of six (6) months in any twelve (12) month period. A termination of the Executive’s employment by the Company for Disability shall be communicated to the Executive by written notice and shall be effective on the tenth (10th) business day after receipt of such notice by the Executive, unless the Executive returns to full-time performance of his or her duties before such tenth (10th) business day.
(c) By the Company (With or Without Cause). During the Term, the Company shall be entitled to terminate the Executive’s employment with or without “Cause” by providing written notice to the Executive. For purposes of this Agreement, the Executive shall be deemed terminated for “Cause” if the Company terminates the Executive’s employment in writing after the Executive’s: (i) willful misconduct or gross negligence in the performance of the Executive’s duties to the Company; (ii) willful and repeated failure to follow the lawful directives of the Board or Chief Executive Officer of Public Policy Holding Company (“CEO”) which are consistent with his or her role as Chief Legal Officer; (iii) indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime resulting in reputational or financial harm to the Company; (iv) performance of any act of theft, embezzlement, fraud, or
misappropriation of Company property; (v) use of illegal drugs, or abuse of alcohol that materially impairs the Executive’s ability to perform the Executive’s duties to the Company; (vi) material breach of any fiduciary duty owed to the Company (including, without limitation, the duty of care and the duty of loyalty); (vii) material breach of the Agreement or any other agreement between the Executive and the Company; (viii) material violation of the Company’s code of conduct or other written policy; or (ix) prohibition from serving in the lobbying industry or serving as an officer of the Company. Prior to the Company’s termination of the Agreement for Cause under clauses (i), (ii), (v), (vi), (vii), or (viii) (if under circumstances susceptible to cure, the Board will provide the Executive with written notice detailing the specific actions or inactions giving rise to Cause and a period of fifteen (15) days following the Executive’s receipt of such notice to cure such actions or inactions in all material respects; provided that the foregoing cure right will not apply if there are habitual actions or inactions giving rise to the Executive’s termination for Cause. For purposes of determining Cause, no act or failure to act by the Executive shall be considered “willful” unless it is done or omitted to be done by the Executive in bad faith and without reasonable belief that his or her action or omission was in the best interests of the Company. Any voluntary termination by the Executive in anticipation of a termination for Cause under this Section 7(c) shall be deemed a termination for Cause.
(d) By the Executive.
(i) Without Good Reason. During the Term, the Executive shall be entitled to terminate his or her employment with the Company without Good Reason by providing the Company written notice of such decision. The Company shall only be required to compensate the Executive through the effective date of the Executive’s separation from service, except as otherwise provided in Section 8.
(ii) With Good Reason Following Change in Control. During the Term, the Executive shall be entitled to terminate his or her employment with the Company with Good Reason following a Change in Control, by providing the Company with advance written notice of such decision as set forth in Section 7(d)(iii).
(iii) The Executive shall have “Good Reason” to terminate his or her employment with the Company upon the occurrence of one or more of the following events without the Executive’s written consent within twelve (12) months following consummation of a Change in Control: (i) a material diminution in the Executive’s authority, duties, or responsibilities (including reporting responsibilities) as Chief Legal Officer of the Company; (ii) the relocation of the Executive’s principal place of employment to a location that is not within commuting distance of Washington, DC; (iii) a material breach by the Company of any written agreement between the Executive and the Company; or (iv) a material diminution of the Executive’s Base Salary or target bonus opportunity (if applicable). Prior to any termination for Good Reason, the Executive must provide written notice to the Company within thirty (30) days following the date of the first occurrence of an alleged Good Reason event, setting forth in reasonable detail the conduct alleged to be a basis for a termination for Good Reason. The Executive will not have the right to terminate his or her employment for Good Reason if, within the thirty (30) day period following delivery of the Executive’s written notice, the Company cures, in all material respects, the conduct alleged to be a basis for a termination for Good
Reason. If the Company does not cure alleged conduct within the prescribed thirty (30) day period, the Executive must actually terminate his or her employment within thirty (30) day period immediately following the expiration of the Company’s cure period; otherwise, any claim of such circumstances as constituting “Good Reason” will be deemed irrevocably waived by the Executive.
(iv) “Change in Control” shall mean the first to occur of the following events after the Effective Date: (i) the sale, transfer or other disposition of all or substantially all of the assets of PubCo to one or more Persons that are not, immediately prior to such sale, transfer or other disposition, directly or indirectly through one or more intermediaries, controlling, controlled by, or under common control with, PubCo (an “Affiliate”); (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) (other than PubCo or any Affiliate, or any employee benefit plan sponsored or maintained by PubCo (or its Affiliates)) becomes the beneficial owner, directly or indirectly, of more than 50% or more of the voting power of the common stock of PubCo; (iii) the merger or consolidation of PubCo, as a result of which Persons who were stockholders of PubCo immediately prior to such merger or consolidation, do not, immediately thereafter, own, directly or indirectly, a majority of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company; (iv) the liquidation or dissolution of PubCo other than a liquidation or dissolution for the purposes of effecting a corporate restructuring or reorganization as a result of which Persons who were stockholders of PubCo immediately prior to such liquidation or dissolution continue to own immediately thereafter, directly or indirectly, a majority of the combined voting power entitled to vote generally in the election of directors of the entity that owns, directly or indirectly, substantially all of the assets of PubCo following such transaction; or (v) a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of such appointment or election.
8. Compensation Upon Separation from Service.
(a) By Reason of Death or Disability. If the Executive incurs a separation from service with the Company by reason of the Executive’s death or Disability pursuant to Section 7(a) or 7(b) above, then the Company shall pay to the Executive (or the Executive’s estate, as appropriate) (i) the Executive’s then current Base Salary earned through the termination date, (ii) employee benefits in accordance with terms of the applicable plan documents, and (iii) any earned and unpaid cash bonuses for any previously completed bonus years (clauses (i) through (iii) collectively, the “Accrued Obligations”), within thirty (30) days after the date of separation from service. Thereafter, the Company shall have no further obligations to the Executive.
(b) By the Company for Cause. If the Executive incurs a separation from service as a result of termination of employment by the Company for Cause pursuant to Section 7(c) above, then the Company shall pay to the Executive the Accrued Obligations within thirty (30) days after the date of the Executive’s separation from service due to Cause. Thereafter, the Company shall have no further obligations to the Executive.
(c) By the Company without Cause (Non-Change in Control). If the Executive incurs a separation from service as a result of termination of employment by the Company without Cause (other than within 12 months following a Change in Control), then the Company shall pay or provide to the Executive, subject to Section 8(f):
(i) the Accrued Obligations, within thirty (30) days after the date of such separation from service;
(ii) an amount equal to 12 months of the Executive’s Base Salary, payable in equal installments for 12 months following such separation from service. All amounts owing under this clause (c)(ii) shall be payable in accordance with the Company’s normal payroll practices; and
(iii) an amount equal to 100% of Executive’s most recently paid annual bonus, payable within 2-1/2 months following the fiscal year in which such separation of service occurs.
(d) By the Company without Cause (Change in Control) or by the Executive for Good Reason (Change in Control). If the Executive incurs a separation from service as a result of termination of employment by the Company without Cause (within 12 months following a Change in Control) or incurs a separation from service for Good Reason (within 12 months following a Change in Control), then the Company shall pay or provide to the Executive, subject to Section 8(f):
(i) the Accrued Obligations, within thirty (30) days after the date of such separation from service;
(ii) an amount equal to 12 months of the Executive’s Base Salary, payable in equal installments for 12 months following such separation from service. All amounts owing under this clause (d)(ii) shall be payable in accordance with the Company’s normal payroll practices;
(iii) an amount equal to 100% of Executive’s most recently paid annual bonus, payable within 2-1/2 months following the fiscal year in which such separation of service occurs; and
(iv) full vesting of any outstanding awards issued to the Executive under the Omnibus Plan which are not otherwise vested.
(e) By the Executive Without Good Reason. If the Executive voluntarily separates from service with the Company without Good Reason, then the Company shall pay to the Executive the Accrued Obligations within thirty (30) days of his or her separation from service. Thereafter, the Company shall have no further obligations to the Executive.
(f) General Release and Other Requirements.
(i) Notwithstanding any other provision of this Agreement to the contrary, as a condition to receiving any payments (other than the Accrued Obligations) or the accelerated vesting that may be made or due pursuant to this Section 8, the Executive (or the executor or administrator of his or her estate in the event of Executive’s death) must execute and not revoke a general release agreement substantially in the form provided by the Company, within sixty (60) days after the Executive’s separation from service with the Company, and must comply with the Executive’s obligations under this Agreement. Notwithstanding anything else in this Section 8, except as otherwise required by Section 11(b) of this Agreement (which imposes a sixmonth delay for 409A-governed payments to “specified employees”) and subject to the Executive’s execution of the release agreement in accordance with this Section 8(f)(i), payment of any amounts pursuant to this Section 8 (other than the Accrued Obligations) that would otherwise be paid in the first sixty (60) days following the Executive’s separation from service shall be paid on the 75th day following such separation from service.
(ii) Notwithstanding any other provision of this Agreement to the contrary, upon termination of the Executive’s employment for any reason, and regardless of whether the Executive continues as a consultant to the Company, unless otherwise requested by the Company in writing, the Executive shall promptly resign, as of the date of such termination of employment or such other date requested, from the Board and any committees thereof or any other governance positions with the Company or any Affiliate to the extent the Executive is then serving thereon. The form of such resignation shall be as requested by the Board, and the failure of the Executive to comply with this Section 8(f)(ii) (by not resigning from the Board and any and all committees or other governance provisions as contemplated hereby), shall constitute a material breach of this Agreement and may result in a termination for Cause (whether prospectively or retroactively) and the Executive shall not be entitled to receive or retain any severance or other payments under this Agreement (other than the Accrued Obligations).
(g) No Mitigation. The Executive shall not have a duty to mitigate damages by seeking other employment and there shall be no offset against any amounts or entitlements due to the Executive hereunder or otherwise on account of any remuneration or benefits provided by any subsequent employment he or she may obtain.
(h) Section 280G of the Code. Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit the Executive would receive from the Company pursuant to this Agreement or otherwise (a “Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code and (b) but for this Section 8(h), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount (as defined below). The “Reduced Amount” will be either (1) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (2) the entire Payment, whichever amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in the Executive’s receipt, on an after-tax
basis, of the greatest amount of the Payment. If a reduction in the Payment is to be made, the reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to the Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive’s equity awards.
9. Further Covenants.
(a) Definitions
(i) “Affiliate” means, with respect to a Person, any other Person controlling, controlled by, or under common control with, the first Person.
(ii) “Company Group” means the Company and its Affiliates.
(iii) “Confidential Information” means all Company Group information
and materials no matter the form, whether in written, oral, electronic or other form, that: become known to Executive before or after the Effective Date as a consequence of Executive’s employment by the Company; are not generally known to the public; and, have or could have commercial value or utility to others in the business in which the Company Group is engaged. Confidential information includes, but is not limited to, information and materials about the Company Group’s Clients, Potential Clients, methods of operation, products, processes, prices, costs, discounts, business plans and strategies, prospective and executed contracts, trade secrets, business contacts, client lists, vendor lists, policies, procedures, techniques and know-how, and all technological, business, financial, accounting, statistical and personnel information regarding the Company Group and Clients of the Company Group, and all work performed for the Company Group’s Clients or for the Company Group on behalf of any Company Group Client. The Parties further agree and stipulate that this Confidential Information was developed by the Company Group at considerable expense, is a valuable Company Group asset and part of its goodwill, is vital to the Company Group's success, and is the sole property of the Company Group.
(iv) “Client” means all Persons and Affiliates thereof that, during
Executive’s employment and for two years prior thereto, have purchased any services from the Company Group.
(v) “Entity” means any general partnership, limited partnership,
corporation, limited liability company, joint venture, trust, business trust, cooperative, association or other form of organization.
(vi) “Person” means any individual, Entity, or government or other
agency or political subdivision thereof, and the heirs, personal representatives, successors and assigns of such Person.
(vii) “Potential Client” means all Persons and Affiliates thereof that,
during Executive’s employment and for two years prior thereto, have either contacted the Company Group for the purpose of seeking or purchasing the Company Group’s services, or have been contacted by the Company Group for the purpose of selling its services.
(b) Confidential Information
(i) Executive agrees that upon termination of Executive’s employment with the Company, for any reason, whether voluntary or involuntary, Executive will surrender to the Company every item and every document that is the Company Group's property (including keys, records, computer files and storage media, notes, memoranda, models, inventory and equipment) or that contains Confidential Information, in whatever form. All of these materials are the sole and absolute property of the Company.
(ii) To the maximum extent permitted by applicable law, Executive agrees that, during his employment and following the termination of that employment, for any reason, whether voluntary or involuntary, the Executive will not, directly or indirectly, disclose, use, or transfer any of the Company's Confidential Information to any Person other than agents of the Company, and the Executive will not use or aid others in obtaining or using any such Confidential Information without the express written permission of the Chief Executive Officer of the Company. In addition, Executive will take all precautions to prevent the inadvertent disclosure or exposure of the Company’s Confidential Information to unauthorized Persons. Executive agrees to promptly notify the Company upon his discovery or reasonable suspicion that any Company Confidential Information are being used in an unauthorized manner or are in the possession of unauthorized parties. Executive agrees to fully cooperate with the Company to regain possession of its Confidential Information and to prevent any unauthorized use or disclosure. This confidentiality and nondisclosure provision will be in effect for the maximum period permitted by applicable law, and the Parties intend that period to be in perpetuity.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive’s continuing confidentiality obligations under the Agreement do not prohibit Executive from disclosing Confidential Information to a federal, state or local government official or to an attorney for the purpose of reporting or investigating a violation of law or in a court filing under seal. Accordingly, Executive hereby acknowledges and understands that pursuant to the Federal Trade Secrets Act of 2016, the Executive has been advised that the Executive has immunity from being held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(c) Non-Solicit.
(i) Executive agrees that during Executive’s employment and for a period of 24 months after termination of Executive’s employment, for any reason, whether voluntary or involuntary, Executive will not, on Executive’s own behalf or as a partner, officer, director, employee, agent, or consultant of any other Person, directly or indirectly solicit or induce (or attempt to solicit or induce) any of the Company Group’s Clients or Potential Clients to stop conducting business with the Company Group, to reduce the level of business with the Company Group, or to conduct business with any other Person, business, or entity in lieu of the Company Group. This non-solicitation provision includes Executive’s activities on online social or professional networking accounts and services. The Clients and Potential Clients covered by this paragraph are limited to those with whom Executive worked, communicated, serviced, solicited, or about whom Executive received information in connection with Executive’s employment with the Company Group over the two-year period preceding Executive’s separation of employment with the Company Group.
(ii) Executive agrees that during Executive’s employment and for a period of 24 months after termination of that employment, for any reason, whether voluntary or involuntary, Executive will not, on Executive’s own behalf or as a partner, officer, director, employee, agent, or consultant of any other Person, directly or indirectly, contact, solicit or induce (or attempt to solicit or induce) any employee of the Company to leave their employment with the Company or consider employment with any other Person. This non-solicitation provision includes Executive’s activities on online social or professional networking accounts and services. The employees covered by this paragraph are limited to those with whom Executive worked, communicated, interacted, or about whom Executive received information in connection with Executive’s employment with the Company over the two-year period preceding Executive’s separation of employment with the Company.
(d) Reserved.
(e) Tolling. It is specifically agreed that the periods of time stated in Sections 9(b), 9(c) and 9(d) during which the agreements and covenants made by Executive shall be effective, shall be computed by excluding from such computation any time during which Executive is in violation of any provision of this Agreement, whether or not such violation is known by the Company.
(f) Enforcement. It is the intention of the Parties that the covenants, provisions and agreements contained in this Section 9 shall be enforceable to the fullest extent allowed by law. If any such covenant, provision, or agreement is found by a court having jurisdiction to be unreasonable in duration, geographic scope or character of restrictions, such covenant, provision or agreement shall not be rendered unenforceable thereby, but rather the duration, geographic scope or character of restrictions of such covenant, provision or agreement shall be deemed reduced or modified with retroactive effect to render such covenant, provision or agreement reasonable, and such covenant, provision or agreement shall be enforced as modified. If the court having jurisdiction will not revise the covenant, provision or agreement, the Parties shall mutually agree to a revision having an effect as close as permitted by applicable law to the
provision declared unenforceable. The Parties agree that if a court having jurisdiction determines, despite the express intent of the Parties, that any portion of the covenants, provisions or agreements contained herein are not enforceable, the remaining covenants, provisions and agreements herein shall be valid and enforceable. Moreover, to the extent that any provision is declared unenforceable, the Company Group shall have any and all rights under applicable statutes, civil law or common law to enforce its rights with respect to any and all Confidential Information (and trade secrets) or unfair competition by Executive.
(g) Forfeiture and Clawback. Notwithstanding any contrary provision of this Agreement, the Omnibus Plan or any award issued thereunder, if the Executive violates any provision of this Section 9, any outstanding awards held by the Executive under the Omnibus Plan, whether vested or not, shall be forfeited, and no further bonuses shall be payable under Section 6(b). Moreover, the Company shall have the right to clawback from the Executive any amounts previously received by the Executive under or with respect to Omnibus Plan awards or as bonuses under Section 6(b) on or after the date of such violation of this Section 9. The forfeiture and clawback rights under this paragraph shall be in addition to, and not in derogation of, any other rights or remedies available to the Company resulting from the Executive’s violation of this Section 9, including but not limited to the forfeiture and clawback provisions of Section 6A.
10. Mandatory Arbitration. This provision for mandatory arbitration (the “Mandatory Arbitration Provision”) shall be the required and exclusive process for resolution of any and all “Covered Disputes” as defined below, involving the Company and the Executive.
(a) Construction. This Mandatory Arbitration Provision shall be broadly construed to the maximum extent permitted by law and shall apply to any and all existing or future claims, disputes or controversies between the Company and the Executive, regardless of the subject matter, source or basis, whether statutory, common law or otherwise, of the dispute or controversy. The Company and the Executive unconditionally and irrevocably agree that any claim, dispute or controversy regarding or relating to any matter whatsoever, including without limitation the employment and separation from employment of the Executive, must be submitted to arbitration in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, except as may be modified herein. By way of example only, disputes or controversies that are subject to this agreement for mandatory arbitration include claims under federal, state, and local statutory or common law, such as claims for discrimination, retaliation and/or harassment under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, and the Age Discrimination in Employment Act; claims for discrimination, retaliation and/or harassment under applicable state or local law; claims under the Employee Retirement Income Security Act; claims under the Family and Medical Leave Act; claims under the Fair Labor Standards Act; claims under contract or tort law; claims for wages, compensation or benefits; and claims for trade secret violations, unlawful competition or breach of fiduciary duty. Claims for workers’ compensation or unemployment compensation benefits and claims that are expressly excluded from binding arbitration agreements as a matter of law are not subject to this agreement for mandatory arbitration. Claims, disputes or controversies included within this provision for mandatory arbitration may sometimes hereinafter be referred
to as “Covered Disputes.” Covered Disputes shall be broadly interpreted and applied to the maximum extent permitted by law.
(b) Injunctive Relief Under Certain Circumstances. Notwithstanding the above Section 10(a), if the legal action involves an alleged breach of an obligation under Section 9 of this Agreement (Further Covenants) by the Executive, the Company may seek injunctive relief in any state or federal court of competent jurisdiction in the State of Delaware. Such action for injunctive relief's shall be resolved by a judge alone, and both parties waive the right to a jury.
(c) Scope of Agreement to Arbitrate. The Parties also agree to submit claims to the arbitrator regarding issues of arbitrability, the validity, scope and enforceability of this Agreement, his or her jurisdiction, as well as any gateway, threshold, or any other challenges to this Agreement, including claims that this Agreement is unconscionable. Any such claims shall be included within the term “Covered Disputes.” The purpose of this provision is to avoid and prevent any judicial intervention in the arbitration process as provided herein for resolving Covered Disputes between the Company and the Executive.
(d) No Class Actions. Covered Disputes must be arbitrated only on an individual basis. If there are Covered Disputes between the Company and different Persons employed by the Company or more than one such Person, those Covered Disputes, even if arising out of the same or related circumstances, must be arbitrated in separate, individual proceedings. The Company and the Executive irrevocably and unconditionally waive any right to initiate or be a party to any class, consolidated group, collective, or representative proceeding in arbitration or any other forum.
(e) Company Liability. To the maximum extent permitted by law, this Mandatory Arbitration Provision shall also apply to any and all Covered Disputes between the
Executive and Company employees in any context that involves the Company and for which the Company may have any potential liability or responsibility.
(f) Arbitration Location. Any arbitration under this section shall be conducted at the locale of the Company’s office to which the Executive is principally assigned, unless applicable law requires the arbitration to be held in another jurisdiction. Any such arbitration will be decided in accordance with and determined by the laws of the State of Delaware with regard to the substance of the dispute or controversy to the maximum extent allowed by applicable law and/or applicable federal law. Executive specifically agrees that the Company may seek specific performance of this agreement for mandatory arbitration, as well as other injunctive relief, from the state or federal courts in the State of Delaware, or the state or federal courts in the jurisdiction in which he or she resides and/or performs services for the Company.
(g) Confidentiality. Any arbitration under this section shall be strictly confidential, and nothing about the arbitration proceeding or any information or documents produced in the arbitration proceeding or made a part of the record therein shall be made public
or disclosed to anyone other than the arbitrator(s), the parties, counsel and witnesses, all of whom shall be bound by this requirement of confidentiality.
(h) Discovery. Discovery in any arbitration under this section shall be conducted in accordance with the Federal Rules of Civil Procedure, except as modified herein. There shall be no requests for admission and all other written discovery shall be limited in number of individual requests, including subparts, to twenty (20) in total per side. With regard to depositions, each side shall be limited to three (3) depositions, each lasting no longer than seven (7) hours, unless agreed otherwise by the Parties. The admissibility of evidence at the arbitration hearing shall be governed by the Federal Rules of Evidence.
(i) Arbitrators’ Decision; Costs. The arbitrator(s) shall not have the authority to award punitive damages, costs or attorneys’ fees to either Party except as expressly allowed by the applicable law. The decision of the arbitrator(s) shall be in writing and shall contain the findings of fact and conclusions of law on which the decision is based. The administrative costs of the arbitration (filing fees, cost for the arbitration site, hearing fees, arbitrator’s fee) shall be divided equally between the parties. In the event that the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, any express statutory provisions, or controlling case law conflicts with this allocation and requires the payment of administrative costs of arbitration by the Company, the administration costs of arbitration will be paid by the Company. The fees and expenses of any witness shall be paid by the Party requiring the presence of such witness. Each Party shall bear its own costs and expenses in all other respects.
(j) Finality; Enforcement. The resolution of any Covered Dispute achieved through arbitration pursuant to this section shall be final and binding on all Parties in accordance with the Federal Arbitration Act and shall be enforceable by a court of competent jurisdiction.
(k) No Jury Trial. If for any reason the requirement of mandatory arbitration as set forth in this section is not applicable or enforceable, then no Party shall be entitled to a trial by jury as to any matter or issue arising out of or relating in any way to any Covered Dispute.
11. Section 409A.
(a) Section 409A. This Agreement shall be construed to be in compliance with or exempt from Section 409A. For purposes of this Agreement, the term “separation from service” has the meaning set forth in Section 409A. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A relating to “separation from service.” To the extent that any reimbursements under this Agreement are taxable to the Executive, any such reimbursement payment due to the Executive shall be paid to the Executive as promptly as practicable, and in all events on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or
reimbursements that the Executive receives in any other taxable year. For purposes of Section 409A, each of the payments that may be made under this Agreement are designated as separate payments.
(b) Six Month Wait. Notwithstanding anything else to the contrary in this Agreement, if (i) the Executive is entitled to receive payments or benefits under this Agreement by reason of his or her separation from service other than as a result of his or her death, (ii) the Executive is a “specified employee” (within the meaning of Section 409A) of a company, the stock of which is publicly traded, for the period in which the payment or benefits would otherwise commence, and (iii) such payment or benefit would otherwise subject the Executive to any tax, interest or penalty imposed under Section 409A (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of the Executive’s employment with the Company, then such payment or benefit required under this Agreement shall not commence until the day immediately following the six-month anniversary of the termination of the Executive’s employment.
12. Notices. All notices, requests, demands and other communications provided for in this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified United States mail, as appropriate, postage-prepaid, return receipt requested, or an equivalent governmental mail service, to the following addresses:
If to the Company:
Public Policy Holding Company, Inc.
ATTN: Chief Executive Officer
800 N Capitol Street NW
Suite 800
Washington, DC 20002
If to the Executive:
to the address of the Executive’s primary residence (as reflected on the records of the Company)
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice pursuant to this Section 12 shall be effective on the date of delivery in person or by courier, or three (3) days after the date mailed.
13. Severability. In the event that any of the provisions of this Agreement, or the application of any such provisions to the Executive or the Company with respect to obligations hereunder, is held to be unlawful or unenforceable by any court or arbitrator, the remaining portions of this Agreement will remain in full force and effect and will not be invalidated or impaired in any manner.
14. Waiver. No waiver by any party hereto of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of any other term or covenant contained in this Agreement.
15. Entire Agreement. Except as provided in the following sentence, this Agreement contains the entire agreement between the Executive and the Company with respect to the subject matter of this Agreement, and supersedes any and all prior agreements and understandings, oral or written, between the Executive and the Company with respect to the subject matter of this Agreement, for periods on and after the Effective Date. Notwithstanding the foregoing, agreements relating to the subject matter hereof covering time periods before the Effective Date shall remain in place in accordance with their terms for pre-Effective Date time periods.
16. Amendments. This Agreement may be amended only by an agreement in writing signed by the Executive and an authorized representative of the Company (other than the Executive), and in the case of sections 6A and 9, an authorized representative of PubCo.
17. Successors and Assigns. Because the Executive’s obligations under this Agreement are personal in nature, the Executive’s obligations may only be performed by the Executive and may not be assigned by the Executive. This Agreement is binding upon the Executive’s successors, heirs, executors, administrators and other legal representatives, and shall inure to the benefit of the Company and its subsidiaries, successors and assigns. The Company may assign its rights and obligations under this Agreement without prior written approval of the Executive upon the transfer of all or substantially all of the business and/or assets of the Company (by whatever means).
18. Consultation with Counsel. The Executive acknowledges that the Executive has had a full and complete opportunity to consult with counsel of the Executive’s own choosing concerning the terms, enforceability and implications of this Agreement.
19. No Other Representations. The Executive acknowledges that the Company has made no representations or warranties to the Executive concerning the terms, enforceability or implications of this Agreement other than as reflected in this Agreement.
20. Headings. The titles and headings of sections and subsections contained in this Agreement are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
21. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one agreement.
22. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles.
23. No Construction against Drafter. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.
24. Further Assurances. The Parties hereby agree, at the request of any other party, to execute and deliver all such other and additional instruments and documents and to do such other acts and things as may be reasonably necessary or appropriate to carry out the intent and purposes of this Agreement.
25. Survival. The rights and obligations of the parties under the provisions of this Agreement that relate to periods of time after the Executive’s termination of employment shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive’s employment hereunder or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| | | | | | | | |
| Public Policy Holding Company, Inc. |
| | |
| By: | /s/ G. Stewart Hall | |
| Name: G. Stewart Hall | |
| Title: Chief Executive Officer, PPHC | |
| | |
| EXECUTIVE | |
| | |
| Neal H. Strum | |
20. Headings. The titles and headings of sections and subsections contained in this Agreement are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
21. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one agreement.
22. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles.
23. No Construction against Drafter. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.
24. Further Assurances. The Parties hereby agree, at the request of any other party, to execute and deliver all such other and additional instruments and documents and to do such other acts and things as may be reasonably necessary or appropriate to carry out the intent and purposes of this Agreement.
25. Survival. The rights and obligations of the parties under the provisions of this Agreement that relate to periods of time after the Executive’s termination of employment shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive’s employment hereunder or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| | | | | | | | |
| Public Policy Holding Company, Inc. |
| | |
| By: | /s/ G. Stewart Hall | |
| Name: G. Stewart Hall | |
| Title: Chief Executive Officer, PPHC | |
| | |
| EXECUTIVE | |
| /s/ Neal H. Strum | |
| Neal H. Strum | |
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”), is made by and between Forbes Tate Partners LLC (the “Company”), Public Policy Holding Company, Inc. (“PubCo”) with respect to Sections 6A and 9 only, and Jeffrey Forbes (the “Executive”). The Company and the Executive are hereinafter also referred to individually as “Party” and together as “Parties.” This Agreement is dated August 2, 2021 (“Execution Date”). Section 6A of the Agreement is effective immediately upon the Execution Date. The remainder of the Agreement will become effective upon, and is contingent upon, PubCo gaining admission to the AIM market of the London Stock Exchange and the admission for trading of PubCo’s common stock on such exchange (the “IPO”), and the Executive remaining employed by the Company through such date (the “Effective Date”).
W I T N E S S E T H:
WHEREAS, the Executive currently provides services to the Company as an employee and will receive initial shares of PubCo common stock (the “Pre-IPO Shares”) in connection with the contribution by Public Policy Holding Company, LLC (“PPHC”) to PubCo of OpCo and all other properties and assets of PPHC, and the related distribution by PPHC of shares of PubCo common stock (including the Pre-IPO Shares) to PPHC’s members (in the case of Executive, Forbes Tate LLC and PPHC PDP LLC) and the related distribution of such shares by each such member to such member’s owners, including the Executive, all of which is anticipated to occur prior to the IPO (the “Pre-IPO Reorganization”);
WHEREAS, the actual number of Pre-IPO Shares to be distributed to Executive will be determined by PPHC’s Executive Board prior to the Effective Date in accordance with that certain First Amendment to the Fourth Amended and Restated Limited Liability Company Agreement of PPHC (the “First Amendment”) dated on or after the Execution Date;
WHEREAS, the Executive is subject to a CONFIDENTIALITY AND NON-COMPETITION AGREEMENT by and between the parties hereto dated as of July 1, 2014, which shall remain effective with respect to periods before and after the Effective Date;
WHEREAS, the Company desires to employ the Executive as Founding Partner of the Company; and
WHEREAS, the Company and the Executive desire to enter into this Agreement as to the terms of the Executive’s employment with the Company.
NOW, THEREFORE, in consideration of the promises, and of the mutual covenants and agreements hereinafter contained, the Company and the Executive agree as follows:
1. Term. The Executive’s employment under this Agreement commenced on the Effective Date and shall continue until terminated pursuant to Section 7 below. The period
during which Executive is employed pursuant to this Agreement shall be referred to as the “Term”.
2. Title. During the Term, the Executive shall serve as Founding Partner of the Company.
3. Reporting. During the Term, the Executive shall report to Chief Executive Officer of Public Policy Holding Company (“CEO”).
4. Duties.
(a) During the Term, the Executive shall have the duties and responsibilities customarily associated with the position of Founding Partner of a company the general size and nature as the Company, and such other duties and responsibilities as are consistent with the Executive’s position that may be assigned to the Executive from time to time by the CEO. During the Term, at the request of the Board of Directors of PubCo (“Board”), the Executive may also serve as an officer or director of and shall perform certain services for subsidiaries or Affiliates of the Company, in each case without any additional compensation.
(b) The Executive shall not acquire or hold more than two (2) percent of any class of publicly-traded securities of any business, except that the Executive may have a passive investment in any such company to the extent that the Executive shall provide all required disclosure according to applicable Company policies including but not limited to the Company’s Personal Trading Policy and Conflicts of Interest Policy applicable to all employees.
5. Location. During the Term, the Executive shall be based in the Company’s offices in Washington, DC. However, the Executive acknowledges that in order to effectively perform his or her duties, he or she may be required to travel to such other places by such means and on such occasions as the Company may require.
6. Compensation and Benefits.
(a) Base Salary. Effective as of the Effective Date, the Executive shall receive an annual base salary of US $1,000,000. The Executive’s base salary shall be payable in accordance with the Company’s normal payroll practices. Such base salary shall be subject to periodic review, and may be increased or decreased from time to time at the sole discretion of the Board or its delegate. The annual base salary payable to Executive under this Section 6, as the same may be increased or decreased from time to time, shall hereinafter be referred to as the “Base Salary.”
(b) Equity-Based Awards Under The Omnibus Plan. The Executive shall be eligible to receive equity-based awards from time to time in accordance with the terms of the Public Policy Holding Company, Inc. 2021 Omnibus Incentive Plan, as amended, suspended, terminated, or superseded by a successor plan from time to time
(“Omnibus Plan”), subject to and based on the attainment by Executive and/or the Company of applicable performance targets to be set by the Board or its delegate.
(c) Vacation. During the Term, the Executive shall be entitled to twenty (20) days of paid vacation annually, exclusive of United States legal holidays, during a calendar year (prorated for a partial year of employment during a calendar year), provided that the scheduling of the Executive’s vacation does not interfere with the Company’s normal business operations. Unused vacation days shall not be cashed out at termination of employment.
(d) Benefits. During the Term, and provided that the Executive satisfies, and continues to satisfy, any individual plan eligibility requirements, the Executive shall be eligible to participate in, and receive benefits under, benefit programs maintained by the Company for its senior executives on terms and conditions set forth in such plans (as may be amended, modified or terminated from time to time).
(e) Reimbursement of Business Expenses. The Company shall reimburse the Executive for all reasonable and properly documented expenses incurred or paid by the Executive in connection with the performance of his or her duties hereunder; provided that the Executive submits a request for such expense reimbursement together with such supporting documentation as the Company may require within thirty (30) days after such expenses are incurred and the Company shall reimburse all properly documented expenses no later than thirty (30) days after submission of such request for reimbursement and in any event no later than March 15th of the calendar year following the year in which such expenses were incurred.
(f) Withholdings. All payments made under this Agreement shall be subject to any and all federal, state, local and foreign taxes and other withholdings to the extent required by applicable law. The Company shall have the power to withhold, or require the Executive to remit to the Company promptly upon notification of the amount due, an amount sufficient to satisfy the statutory minimum amount of all federal, state, local and foreign withholding tax requirements with respect to any payment of cash, or issuance, delivery or vesting of any other property hereunder to the Executive or any third party.
6A. Vesting and Forfeiture Provisions Relating to Pre-IPO Shares. With respect to Pre-IPO Shares, the following vesting and forfeiture provisions shall apply. For avoidance of doubt, the following provisions shall apply solely to the Pre-IPO Shares, and not with respect to equity or equity-based awards granted under the Omnibus Plan (which shall be governed by the terms of the Omnibus Plan and award agreements issued thereunder).
(a) Pre-IPO Shares Not Sold Through the IPO. With respect to Pre-IPO Shares not sold by the Executive through the IPO (“Retained Pre-IPO Shares”):
(i) Vesting While Employed. The Executive shall vest in the Retained Pre-IPO Shares as follows, provided that the Executive remains continuously employed by the Company through each vesting date:
| | | | | |
| Vesting Date | Incremental Percentage of Retained Pre-IPO Shares Becoming Vested |
| First Anniversary of IPO | 20% |
| Second Anniversary of IPO | 20% |
| Third Anniversary of IPO | 20% |
| Fourth Anniversary of IPO | 20% |
| Fifth Anniversary of IPO | 20% |
Except as set forth in Section 6A(a)(ii) below, any nonvested Retained Pre-IPO Shares that could have vested under this Section 6A(a)(i) shall be forfeited upon the Executive’s termination of employment with the Company.
(ii) Accelerated Vesting In Connection With Employment Termination. Notwithstanding Section 6A(a)(i) above, if the Executive’s employment with the Company is involuntarily terminated without Cause under Section 7(c), if the Executive terminates employment with the Company with “Good Reason” under Section 7(d)(ii) (but without the need for a Change in Control to have occurred), or if the Executive’s employment with the Company terminates due to death or “Disability” under Sections 7(a) or (b), any nonvested Retained Pre-IPO Shares shall become fully vested.
(b) Pre-IPO Shares Sold Through the IPO. With respect to Pre-IPO Shares sold by the Executive through the IPO (the “Liquidated Pre-IPO Shares”), if the Executive’s employment with the Company is involuntarily terminated for Cause under Section 7(c), or if the Executive voluntarily terminates employment other than for Good Reason under Section 7(d)(ii) (but without the need for a Change in Control to have occurred), the Company may clawback from the Executive the amount received from the sale of the Liquidated Pre-IPO Shares (net of the amount of taxes paid by the Executive with respect to such sale.) The foregoing clawback right shall expire in 20% increments on the same schedule (set forth in Section 6A(a)(i)) that governs vesting of Retained Pre-IPO Shares.
(c) Forfeiture and Clawback Upon Violation of Protective Covenants. Notwithstanding any contrary provision of this Section 6A, if the Executive violates any of the covenants set forth in Section 9, the Executive shall forfeit any Retained Pre-IPO Shares (whether or not then vested), and the Company may clawback from the Executive the amount received from the sale of the Liquidated Pre-IPO Shares or Retained Pre-IPO
Shares sold after the IPO (net of the amount of taxes paid by the Executive with respect to such sale).
(d) Status of Non-Vested Retained Pre-IPO Shares Prior to Vesting or Forfeiture. While the Executive holds non-vested Retained Pre-IPO Shares prior to vesting or forfeiture, the following terms shall apply with respect to such shares:
(i) Such shares shall not be sold, transferred or otherwise disposed of, including, without limitation, by a pledge, mortgage, hypothecation, encumbrance or lien (a “Transfer”); other than to the Executive’s spouse or partner and direct descendants, including children and grandchildren (collectively, “Family”), or trusts for the benefit of the Executive and such Family; provided that such Transfer does not involve a disposition for value and each transferee shall execute and deliver to the Company such documentation as the Company requires acknowledging and agreeing that such shares remain subject to the terms and conditions set forth in Section 6A hereof. Immediately upon any attempt to Transfer any rights under or to such shares, such shares and all of the rights related thereto shall be forfeited by the Executive and the Transfer shall be of no force or effect.
(ii) The Executive may exercise voting rights with respect to such shares, and any other rights of a stockholder of the Company, except as provided in this Agreement.
(iii) The Executive shall receive any dividends paid on such shares. Once paid to the Executive, dividends will not be subject to clawback.
(iv) The Executive shall execute a stock power form (attached to this Agreement) in blank, appointing PubCo as the Executive’s representative to cancel or transfer the Retained Pre-IPO Shares on the books of PubCo in the event of forfeiture pursuant to this Section 6A.
(e) Internal Revenue Code Section 83(b) Election. The Executive acknowledges that he or she may consult with his or her tax advisor regarding the advisability of making an election under Section 83(b) of the Internal Revenue Code with respect to the Pre-IPO Shares, and that any such election must be made within 30 days after the Pre-IPO Shares are issued to the Executive. For informational purposes only, a template Section 83(b) election form is attached to this Agreement. Under no circumstances shall the Company be construed as having provided tax advice to the Executive. The Executive is solely responsible for the decision to make or not make a Section 83(b) election.
7. Separation from Service.
(a) Due to Death. The Executive’s employment with the Company shall automatically terminate immediately upon his or her death.
(b) Due to Disability. If the Executive incurs a “Disability” (as defined below) during the Term, then the Board, in its sole discretion, shall be entitled to terminate
the Executive’s employment upon written notice to the Executive. For purposes of this Agreement, “Disability” means that the Executive, as a result of illness or incapacity, is unable to perform substantially his or her required duties for a period of four (4) consecutive months or for any aggregate period of six (6) months in any twelve (12) month period. A termination of the Executive’s employment by the Company for Disability shall be communicated to the Executive by written notice and shall be effective on the tenth (10th) business day after receipt of such notice by the Executive, unless the Executive returns to full-time performance of his or her duties before such tenth (10th) business day.
(c) By the Company (With or Without Cause). During the Term, the Company shall be entitled to terminate the Executive’s employment with or without “Cause” by providing written notice to the Executive. For purposes of this Agreement, the Executive shall be deemed terminated for “Cause” if the Company terminates the Executive’s employment in writing after the Executive’s: (i) willful misconduct or gross negligence in the performance of the Executive’s duties to the Company; (ii) willful and repeated failure to follow the lawful directives of the Board or CEO which are consistent with his or her role as Founding Partner; (iii) indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime resulting in reputational or financial harm to the Company; (iv) performance of any act of theft, embezzlement, fraud, or misappropriation of Company property; (v) use of illegal drugs, or abuse of alcohol that materially impairs the Executive’s ability to perform the Executive’s duties to the Company; (vi) material breach of any fiduciary duty owed to the Company (including, without limitation, the duty of care and the duty of loyalty); (vii) material breach of the Agreement or any other agreement between the Executive and the Company; (viii) material violation of the Company’s code of conduct or other written policy; or (ix) prohibition from serving in the lobbying industry or serving as an officer of the Company; or (x) a material reduction in revenue generated by the Executive (as reasonably determined by the Board in good faith). Prior to the Company’s termination of the Agreement for Cause under clauses (i), (ii), (v), (vi), (vii), or (viii) (if under circumstances susceptible to cure, the Board will provide the Executive with written notice detailing the specific actions or inactions giving rise to Cause and a period of fifteen (15) days following the Executive’s receipt of such notice to cure such actions or inactions in all material respects; provided that the foregoing cure right will not apply if there are habitual actions or inactions giving rise to the Executive’s termination for Cause. For purposes of determining Cause, no act or failure to act by the Executive shall be considered “willful” unless it is done or omitted to be done by the Executive in bad faith and without reasonable belief that his or her action or omission was in the best interests of the Company. Any voluntary termination by the Executive in anticipation of a termination for Cause under this Section 7(c) shall be deemed a termination for Cause.
(d) By the Executive.
(i) Without Good Reason. During the Term, the Executive shall be entitled to terminate his or her employment with the Company without Good Reason by providing the Company written notice of such decision. The Company shall only be required to compensate the Executive through the effective date of the Executive’s separation from service, except as otherwise provided in Section 8.
(ii) With Good Reason Following Change in Control. During the Term, the Executive shall be entitled to terminate his or her employment with the Company with Good Reason following a Change in Control, by providing the Company with advance written notice of such decision as set forth in Section 7(d)(iii).
(iii) The Executive shall have “Good Reason” to terminate his or her employment with the Company upon the occurrence of one or more of the following events without the Executive’s written consent within twelve (12) months following consummation of a Change in Control: (i) a material diminution in the Executive’s authority, duties, or responsibilities (including reporting responsibilities) as Founding Partner of the Company; (ii) the relocation of the Executive’s principal place of employment to a location that is not within commuting distance of Washington, DC; (iii) a material breach by the Company of any written agreement between the Executive and the Company. Prior to any termination for Good Reason, the Executive must provide written notice to the Company within thirty (30) days following the date of the first occurrence of an alleged Good Reason event, setting forth in reasonable detail the conduct alleged to be a basis for a termination for Good Reason. The Executive will not have the right to terminate his or her employment for Good Reason if, within the thirty (30) day period following delivery of the Executive’s written notice, the Company cures, in all material respects, the conduct alleged to be a basis for a termination for Good Reason. If the Company does not cure alleged conduct within the prescribed thirty (30) day period, the Executive must actually terminate his or her employment within thirty (30) day period immediately following the expiration of the Company’s cure period; otherwise, any claim of such circumstances as constituting “Good Reason” will be deemed irrevocably waived by the Executive.
(iv) “Change in Control” shall mean the first to occur of the following events after the Effective Date: (i) the sale, transfer or other disposition of all or substantially all of the assets of PubCo or Company to one or more Persons that are not, immediately prior to such sale, transfer or other disposition, directly or indirectly through one or more intermediaries, controlling, controlled by, or under common control with, PubCo (an “Affiliate”); (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) (other than PubCo or any Affiliate, or any employee benefit plan sponsored or maintained by PubCo (or its Affiliates)) becomes the beneficial owner, directly or indirectly, of more than 50% or more of the voting power of the common stock of PubCo or the equity of the Company; (iii) the merger or consolidation of PubCo, as a result of which Persons who were stockholders of PubCo immediately prior to such merger or consolidation, do not, immediately thereafter, own, directly or indirectly, a majority of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company; (iv) the liquidation or dissolution of PubCo other than a liquidation or dissolution for the purposes of effecting a corporate restructuring or reorganization as a result of which Persons who were stockholders of PubCo immediately prior to such liquidation or dissolution continue to own immediately thereafter, directly or indirectly, a majority of the combined voting power entitled to vote generally in the election of directors of the entity that owns, directly or indirectly, substantially all of the assets of PubCo following such transaction; or (v) a majority of the members of the Board are
replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of such appointment or election.
8. Compensation Upon Separation from Service.
(a) By Reason of Death or Disability. If the Executive incurs a separation from service with the Company by reason of the Executive’s death or Disability pursuant to Section 7(a) or 7(b) above, then the Company shall pay to the Executive (or the Executive’s estate, as appropriate) (i) the Executive’s then current Base Salary earned through the termination date, (ii) employee benefits in accordance with terms of the applicable plan documents, and (iii) any earned and unpaid cash bonuses for any previously completed bonus years (clauses (i) through (iii) collectively, the “Accrued Obligations”), within thirty (30) days after the date of separation from service. Thereafter, the Company shall have no further obligations to the Executive.
(b) By the Company for Cause. If the Executive incurs a separation from service as a result of termination of employment by the Company for Cause pursuant to Section 7(c) above, then the Company shall pay to the Executive the Accrued Obligations within thirty (30) days after the date of the Executive’s separation from service due to Cause. Thereafter, the Company shall have no further obligations to the Executive.
(c) By the Company without Cause (Non-Change in Control). If the Executive incurs a separation from service as a result of termination of employment by the Company without Cause (other than within 12 months following a Change in Control), then the Company shall pay or provide to the Executive, subject to Section 8(f):
(i) the Accrued Obligations, within thirty (30) days after the date of such separation from service;
(ii) an amount equal to 12 months of the Executive’s Base Salary, payable in equal installments for 12 months following such separation from service. All amounts owing under this clause (c)(ii) shall be payable in accordance with the Company’s normal payroll practices; and
(iii) an amount equal to 100% of Executive’s most recently paid annual bonus, payable within 2-1/2 months following the fiscal year in which such separation of service occurs.
(d) By the Company without Cause (Change in Control) or by the Executive for Good Reason (Change in Control). If the Executive incurs a separation from service as a result of termination of employment by the Company without Cause (within 12 months following a Change in Control) or incurs a separation from service for Good Reason (within 12 months following a Change in Control), then the Company shall pay or provide to the Executive, subject to Section 8(f):
(i) the Accrued Obligations, within thirty (30) days after the date of such separation from service;
(ii) an amount equal to 12 months of the Executive’s Base Salary, payable in equal installments for 12 months following such separation from service. All amounts owing under this clause (d)(ii) shall be payable in accordance with the Company’s normal payroll practices;
(iii) an amount equal to 100% of Executive’s most recently paid annual bonus, payable within 2-1/2 months following the fiscal year in which such separation of service occurs; and
(iv) full vesting of any outstanding awards issued to the Executive under the Omnibus Plan which are not otherwise vested.
(e) By the Executive Without Good Reason. If the Executive voluntarily separates from service with the Company without Good Reason, then the Company shall pay to the Executive the Accrued Obligations within thirty (30) days of his or her separation from service. Thereafter, the Company shall have no further obligations to the Executive.
(f) General Release and Other Requirements.
(i) Notwithstanding any other provision of this Agreement to the contrary, as a condition to receiving any payments (other than the Accrued Obligations) or the accelerated vesting that may be made or due pursuant to this Section 8, the Executive (or the executor or administrator of his or her estate in the event of Executive’s death) must execute and not revoke a general release agreement substantially in the form provided by the Company, within sixty (60) days after the Executive’s separation from service with the Company, and must comply with the Executive’s obligations under this Agreement. Notwithstanding anything else in this Section 8, except as otherwise required by Section 11(b) of this Agreement (which imposes a six-month delay for 409A-governed payments to “specified employees”) and subject to the Executive’s execution of the release agreement in accordance with this Section 8(f)(i), payment of any amounts pursuant to this Section 8 (other than the Accrued Obligations) that would otherwise be paid in the first sixty (60) days following the Executive’s separation from service shall be paid on the 75th day following such separation from service.
(ii) Notwithstanding any other provision of this Agreement to the contrary, upon termination of the Executive’s employment for any reason, and regardless of whether the Executive continues as a consultant to the Company, unless otherwise requested by the Company in writing, the Executive shall promptly resign, as of the date of such termination of employment or such other date requested, from the Board and any committees thereof or any other governance positions with the Company or any Affiliate to the extent the Executive is then serving thereon. The form of such resignation shall be as requested by the Board, and the failure of the Executive to comply with this Section 8(f)(ii) (by not resigning from the Board and any and all committees or other governance provisions as contemplated hereby), shall constitute a material breach of this Agreement and may result in a termination for Cause (whether prospectively or
retroactively) and the Executive shall not be entitled to receive or retain any severance or other payments under this Agreement (other than the Accrued Obligations).
(g) No Mitigation. The Executive shall not have a duty to mitigate damages by seeking other employment and there shall be no offset against any amounts or entitlements due to the Executive hereunder or otherwise on account of any remuneration or benefits provided by any subsequent employment he or she may obtain.
(h) Section 280G of the Code. Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit the Executive would receive from the Company pursuant to this Agreement or otherwise (a “Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code and (b) but for this Section 8(h), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount (as defined below). The “Reduced Amount” will be either (1) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (2) the entire Payment, whichever amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in the Executive’s receipt, on an after-tax basis, of the greatest amount of the Payment. If a reduction in the Payment is to be made, the reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to the Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive’s equity awards.
9. Further Covenants.
(a) Definitions
(i) “Affiliate” means, with respect to a Person, any other Person
controlling, controlled by, or under common control with, the first Person.
(ii) “Company Group” means the Company and its Affiliates.
(iii) “Confidential Information” means all Company Group information and materials no matter the form, whether in written, oral, electronic or other form, that: become known to Executive before or after the Effective Date as a consequence of Executive’s employment by the Company; are not generally known to the public; and, have or could have commercial value or utility to others in the business in which the Company Group is engaged. Confidential information includes, but is not limited to, information and materials about the Company Group’s Clients, Potential Clients, methods of operation, products, processes, prices, costs, discounts, business plans and strategies, prospective and executed contracts, trade secrets, business contacts, client lists, vendor
lists, policies, procedures, techniques and know-how, and all technological, business, financial, accounting, statistical and personnel information regarding the Company Group and Clients of the Company Group, and all work performed for the Company Group’s Clients or for the Company Group on behalf of any Company Group Client. The Parties further agree and stipulate that this Confidential Information was developed by the Company Group at considerable expense, is a valuable Company Group asset and part of its goodwill, is vital to the Company Group's success, and is the sole property of the Company Group.
(iv) “Client” means all Persons and Affiliates thereof that, during Executive’s employment and for two years prior thereto, have purchased any services from the Company Group.
(v) “Entity” means any general partnership, limited partnership, corporation, limited liability company, joint venture, trust, business trust, cooperative, association or other form of organization.
(vi) “Person” means any individual, Entity, or government or other agency or political subdivision thereof, and the heirs, personal representatives, successors and assigns of such Person.
(vii) “Potential Client” means all Persons and Affiliates thereof that, during Executive’s employment and for two years prior thereto, have either contacted the Company Group for the purpose of seeking or purchasing the Company Group’s services, or have been contacted by the Company Group for the purpose of selling its services.
(b) Confidential Information
(i) Executive agrees that upon termination of Executive’s employment with the Company, for any reason, whether voluntary or involuntary, Executive will surrender to the Company every item and every document that is the Company Group's property (including keys, records, computer files and storage media, notes, memoranda, models, inventory and equipment) or that contains Confidential Information, in whatever form. All of these materials are the sole and absolute property of the Company.
(ii) To the maximum extent permitted by applicable law, Executive agrees that, during his employment and following the termination of that employment, for any reason, whether voluntary or involuntary, the Executive will not, directly or indirectly, disclose, use, or transfer any of the Company's Confidential Information to any Person other than agents of the Company, and the Executive will not use or aid others in obtaining or using any such Confidential Information without the express written permission of the CEO. In addition, Executive will take all precautions to prevent the inadvertent disclosure or exposure of the Company’s Confidential Information to
unauthorized Persons. Executive agrees to promptly notify the Company upon his discovery or reasonable suspicion that any Company Confidential Information are being used in an
unauthorized manner or are in the possession of unauthorized parties. Executive agrees to fully cooperate with the Company to regain possession of its Confidential Information and to prevent any unauthorized use or disclosure. This confidentiality and non-disclosure provision will be in effect for the maximum period permitted by applicable law, and the Parties intend that period to be in perpetuity.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive’s continuing confidentiality obligations under the Agreement do not prohibit Executive from disclosing Confidential Information to a federal, state or local government official or to an attorney for the purpose of reporting or investigating a violation of law or in a court filing under seal. Accordingly, Executive hereby acknowledges and understands that pursuant to the Federal Trade Secrets Act of 2016, the Executive has been advised that the Executive has immunity from being held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(c) Non-Solicit.
(i) Executive agrees that during Executive’s employment and for a period of 24 months after termination of Executive’s employment, for any reason, whether voluntary or involuntary, Executive will not, on Executive’s own behalf or as a partner, officer, director, employee, agent, or consultant of any other Person, directly or indirectly solicit or induce (or attempt to solicit or induce) any of the Company Group’s Clients or Potential Clients to stop conducting business with the Company Group, to reduce the level of business with the Company Group, or to conduct business with any other Person, business, or entity in lieu of the Company Group. This non-solicitation provision includes Executive’s activities on online social or professional networking accounts and services. The Clients and Potential Clients covered by this paragraph are limited to those with whom Executive worked, communicated, serviced, solicited, or about whom Executive received information in connection with Executive’s employment with the Company Group over the two-year period preceding Executive’s separation of employment with the Company Group.
(ii) Executive agrees that during Executive’s employment and for a period of 24 months after termination of that employment, for any reason, whether voluntary or involuntary, Executive will not, on Executive’s own behalf or as a partner, officer, director, employee, agent, or consultant of any other Person, directly or indirectly, contact, solicit or induce (or attempt to solicit or induce) any employee of the Company to leave their employment with the Company or consider employment with any other Person. This non-solicitation provision includes Executive’s activities on online social or professional networking accounts and services. The employees covered by this paragraph
are limited to those with whom Executive worked, communicated, interacted, or about whom Executive received information in connection with Executive’s employment with the Company over the two-year period preceding Executive’s separation of employment with the Company.
(d) Non-Compete. Executive acknowledges and agrees that the CONFIDENTIALITY AND NON-COMPETITION AGREEMENT by and between the parties hereto dated as of July 1, 2014 shall remain in effect and not be superseded by this Agreement.
(e) Tolling. It is specifically agreed that the periods of time stated in Sections 9(b), 9(c) and 9(d) during which the agreements and covenants made by Executive shall be effective, shall be computed by excluding from such computation any time during which Executive is in violation of any provision of this Agreement, whether or not such violation is known by the Company.
(f) Enforcement. It is the intention of the Parties that the covenants, provisions and agreements contained in this Section 9 shall be enforceable to the fullest extent allowed by law. If any such covenant, provision, or agreement is found by a court having jurisdiction to be unreasonable in duration, geographic scope or character of restrictions, such covenant, provision or agreement shall not be rendered unenforceable thereby, but rather the duration, geographic scope or character of restrictions of such covenant, provision or agreement shall be deemed reduced or modified with retroactive effect to render such covenant, provision or agreement reasonable, and such covenant, provision or agreement shall be enforced as modified. If the court having jurisdiction will not revise the covenant, provision or agreement, the Parties shall mutually agree to a revision having an effect as close as permitted by applicable law to the provision declared unenforceable. The Parties agree that if a court having jurisdiction determines, despite the express intent of the Parties, that any portion of the covenants, provisions or agreements contained herein are not enforceable, the remaining covenants, provisions and agreements herein shall be valid and enforceable. Moreover, to the extent that any provision is declared unenforceable, the Company Group shall have any and all rights under applicable statutes, civil law or common law to enforce its rights with respect to any and all Confidential Information (and trade secrets) or unfair competition by Executive.
(g) Forfeiture and Clawback. Notwithstanding any contrary provision of this Agreement, the Omnibus Plan or any award issued thereunder, if the Executive violates any provision of this Section 9, any outstanding awards held by the Executive under the Omnibus Plan, whether vested or not, shall be forfeited. Moreover, the Company shall have the right to clawback from the Executive any amounts previously received by the Executive under or with respect to Omnibus Plan on or after the date. The forfeiture and clawback rights under this paragraph shall be in addition to, and not in derogation of, any other rights or remedies available to the Company resulting from the Executive’s violation of this Section 9, including but not limited to the forfeiture and clawback provisions of Section 6A.
10. Mandatory Arbitration. This provision for mandatory arbitration (the “Mandatory Arbitration Provision”) shall be the required and exclusive process for resolution of any and all “Covered Disputes” as defined below, involving the Company and the Executive.
(a) Construction. This Mandatory Arbitration Provision shall be broadly construed to the maximum extent permitted by law and shall apply to any and all existing or future claims, disputes or controversies between the Company and the Executive, regardless of the subject matter, source or basis, whether statutory, common law or otherwise, of the dispute or controversy. The Company and the Executive unconditionally and irrevocably agree that any claim, dispute or controversy regarding or relating to any matter whatsoever, including without limitation the employment and separation from employment of the Executive, must be submitted to arbitration in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, except as may be modified herein. By way of example only, disputes or controversies that are subject to this agreement for mandatory arbitration include claims under federal, state, and local statutory or common law, such as claims for discrimination, retaliation and/or harassment under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, and the Age Discrimination in Employment Act; claims for discrimination, retaliation and/or harassment under applicable state or local law; claims under the Employee Retirement Income Security Act; claims under the Family and Medical Leave Act; claims under the Fair Labor Standards Act; claims under contract or tort law; claims for wages, compensation or benefits; and claims for trade secret violations, unlawful competition or breach of fiduciary duty. Claims for workers’ compensation or unemployment compensation benefits and claims that are expressly excluded from binding arbitration agreements as a matter of law are not subject to this agreement for mandatory arbitration. Claims, disputes or controversies included within this provision for mandatory arbitration may sometimes hereinafter be referred to as “Covered Disputes.” Covered Disputes shall be broadly interpreted and applied to the maximum extent permitted by law.
(b) Injunctive Relief Under Certain Circumstances. Notwithstanding the above Section 10(a), if the legal action involves an alleged breach of an obligation under Section 9 of this Agreement (Further Covenants) by the Executive, the Company may seek injunctive relief in any state or federal court of competent jurisdiction in the State of Delaware. Such action for injunctive relief’s shall be resolved by a judge alone, and both parties waive the right to a jury.
(c) Scope of Agreement to Arbitrate. The Parties also agree to submit claims to the arbitrator regarding issues of arbitrability, the validity, scope and enforceability of this Agreement, his or her jurisdiction, as well as any gateway, threshold, or any other challenges to this Agreement, including claims that this Agreement is unconscionable. Any such claims shall be included within the term “Covered Disputes.” The purpose of this provision is to avoid and prevent any judicial intervention in the
arbitration process as provided herein for resolving Covered Disputes between the Company and the Executive.
(d) No Class Actions. Covered Disputes must be arbitrated only on an individual basis. If there are Covered Disputes between the Company and different Persons employed by the Company or more than one such Person, those Covered Disputes, even if arising out of the same or related circumstances, must be arbitrated in separate, individual
proceedings. The Company and the Executive irrevocably and unconditionally waive any right to initiate or be a party to any class, consolidated group, collective, or representative proceeding in arbitration or any other forum.
(e) Company Liability. To the maximum extent permitted by law, this Mandatory Arbitration Provision shall also apply to any and all Covered Disputes between the Executive and Company employees in any context that involves the Company and for which the Company may have any potential liability or responsibility.
(f) Arbitration Location. Any arbitration under this section shall be conducted at the locale of the Company’s office to which the Executive is principally assigned, unless applicable law requires the arbitration to be held in another jurisdiction. Any such arbitration will be decided in accordance with and determined by the laws of the State of Delaware with regard to the substance of the dispute or controversy to the maximum extent allowed by applicable law and/or applicable federal law. Executive specifically agrees that the Company may seek specific performance of this agreement for mandatory arbitration, as well as other injunctive relief, from the state or federal courts in the State of Delaware, or the state or federal courts in the jurisdiction in which he or she resides and/or performs services for the Company.
(g) Confidentiality. Any arbitration under this section shall be strictly confidential, and nothing about the arbitration proceeding or any information or documents produced in the arbitration proceeding or made a part of the record therein shall be made public or disclosed to anyone other than the arbitrator(s), the parties, counsel and witnesses, all of whom shall be bound by this requirement of confidentiality.
(h) Discovery. Discovery in any arbitration under this section shall be conducted in accordance with the Federal Rules of Civil Procedure, except as modified herein. There shall be no requests for admission and all other written discovery shall be limited in number of individual requests, including subparts, to twenty (20) in total per side. With regard to depositions, each side shall be limited to three (3) depositions, each lasting no longer than seven (7) hours, unless agreed otherwise by the Parties. The admissibility of evidence at the arbitration hearing shall be governed by the Federal Rules of Evidence.
(i) Arbitrators’ Decision; Costs. The arbitrator(s) shall not have the authority to award punitive damages, costs or attorneys’ fees to either Party except as expressly allowed by the applicable law. The decision of the arbitrator(s) shall be in writing and shall contain the findings of fact and conclusions of law on which the decision is based.
The administrative costs of the arbitration (filing fees, cost for the arbitration site, hearing fees, arbitrator’s fee) shall be divided equally between the parties. In the event that the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, any express statutory provisions, or controlling case law conflicts with this allocation and requires the payment of administrative costs of arbitration by the Company, the administration costs of arbitration will be paid by the Company. The fees and expenses of any witness shall be paid by the Party requiring the presence of such witness. Each Party shall bear its own costs and expenses in all other respects.
(j) Finality; Enforcement. The resolution of any Covered Dispute achieved through arbitration pursuant to this section shall be final and binding on all Parties in accordance with the Federal Arbitration Act and shall be enforceable by a court of competent jurisdiction.
(k) No Jury Trial. If for any reason the requirement of mandatory arbitration as set forth in this section is not applicable or enforceable, then no Party shall be entitled to a trial by jury as to any matter or issue arising out of or relating in any way to any Covered Dispute.
11. Section 409A.
(a) Section 409A. This Agreement shall be construed to be in compliance with or exempt from Section 409A. For purposes of this Agreement, the term “separation from service” has the meaning set forth in Section 409A. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A relating to “separation from service.” To the extent that any reimbursements under this Agreement are taxable to the Executive, any such reimbursement payment due to the Executive shall be paid to the Executive as promptly as practicable, and in all events on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other taxable year. For purposes of Section 409A, each of the payments that may be made under this Agreement are designated as separate payments.
(b) Six Month Wait. Notwithstanding anything else to the contrary in this Agreement, if (i) the Executive is entitled to receive payments or benefits under this Agreement by reason of his or her separation from service other than as a result of his or her death, (ii) the Executive is a “specified employee” (within the meaning of Section 409A) of a company, the stock of which is publicly traded, for the period in which the payment or benefits would otherwise commence, and (iii) such payment or benefit would otherwise subject the Executive to any tax, interest or penalty imposed under Section 409A (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of the Executive’s employment with the Company, then
such payment or benefit required under this Agreement shall not commence until the day immediately following the six-month anniversary of the termination of the Executive’s employment.
12. Notices. All notices, requests, demands and other communications provided for in this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified United States mail, as appropriate, postage-prepaid, return receipt requested, or an equivalent governmental mail service, to the following addresses:
If to the Company:
Forbes Tate Partners LLC
ATTN: Founding Partner
777 6th Street, NW, 8th Floor
Washington, DC 20001
If to PubCo:
Public Policy Holding Company, Inc.
ATTN: Chief Executive Officer
800 N Capitol Street NW
Suite 800
Washington, DC 20002
If to the Executive:
to the address of the Executive’s primary residence (as reflected on the records
of the Company)
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice pursuant to this Section 12 shall be effective on the date of delivery in person or by courier, or three (3) days after the date mailed.
13. Severability. In the event that any of the provisions of this Agreement, or the application of any such provisions to the Executive or the Company with respect to obligations hereunder, is held to be unlawful or unenforceable by any court or arbitrator, the remaining portions of this Agreement will remain in full force and effect and will not be invalidated or impaired in any manner.
14. Waiver. No waiver by any party hereto of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of any other term or covenant contained in this Agreement.
15. Entire Agreement. Except as provided in the following sentence, this Agreement contains the entire agreement between the Executive and the Company with respect to the subject matter of this Agreement, and supersedes any and all prior agreements
and understandings, oral or written, between the Executive and the Company with respect to the subject matter of this Agreement, for periods on and after the Effective Date. Notwithstanding the foregoing, agreements relating to the subject matter hereof covering time periods before the Effective Date shall remain in place in accordance with their terms for pre-Effective Date time periods, and the CONFIDENTIALITY AND NON-COMPETITION AGREEMENT by and between the parties hereto dated as of July 1, 2014 shall remain in effect and not be superseded by this agreement.
16. Amendments. This Agreement may be amended only by an agreement in writing signed by the Executive and an authorized representative of the Company (other than the Executive), and in the case of sections of 6A and 9, an authorized representative of PubCo.
17. Successors and Assigns. Because the Executive’s obligations under this Agreement are personal in nature, the Executive’s obligations may only be performed by the Executive and may not be assigned by the Executive. This Agreement is binding upon the Executive’s successors, heirs, executors, administrators and other legal representatives, and shall inure to the benefit of the Company and its subsidiaries, successors and assigns. The Company may assign its rights and obligations under this Agreement without prior written approval of the Executive upon the transfer of all or substantially all of the business and/or assets of the Company (by whatever means).
18. Consultation with Counsel. The Executive acknowledges that the Executive has had a full and complete opportunity to consult with counsel of the Executive’s own choosing concerning the terms, enforceability and implications of this Agreement.
19. No Other Representations. The Executive acknowledges that the Company has made no representations or warranties to the Executive concerning the terms, enforceability or implications of this Agreement other than as reflected in this Agreement.
20. Headings. The titles and headings of sections and subsections contained in this Agreement are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
21. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one agreement.
22. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles.
23. No Construction against Drafter. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.
24. Further Assurances. The Parties hereby agree, at the request of any other party, to execute and deliver all such other and additional instruments and documents and to do such other acts and things as may be reasonably necessary or appropriate to carry out the intent and purposes of this Agreement.
25. Survival. The rights and obligations of the parties under the provisions of this Agreement that relate to periods of time after the Executive’s termination of employment shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive’s employment hereunder or any
settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.
26. Regulatory Requirements.
(a) Requirements Generally. The Executive shall comply (and, where applicable, shall take steps as feasible to ensure that any person connected with the Executive shall comply) with all PubCo’s rules, regulations, policies and procedures from time to time in force including every rule of law, the AIM Rules for Companies of London Stock Exchange plc from time to time (the "AIM Rules"), the UK Market Abuse Regulation, which is the retained EU law version of the EU Market Abuse Regulation (596/2014/EU) which has applied in the UK since the end of the Brexit transition period, the Corporate Governance Guidelines for Small and Mid-sized Quoted Companies published by the Quoted Companies Alliance (as amended from time to time), PubCo’s Policies on Dealings in the Securities of PubCo and Insider Trading (the "Dealing/Trading Policies") and every regulation of PubCo for the time being in force in relation to dealings in shares or other securities of PubCo or any company in the Company Group.
(b) Company Shares. The Executive shall promptly notify the Designated Person (as specified under the Dealing/Trading Policies) of:
(i) the details, set forth in writing, of any dealings in shares of PubCo by the Executive or any person connected to the Executive, of which PubCo or the Company is required by law, regulation or otherwise to be notified; and
(ii) all relevant information relating to the Executive or any such connected person of which PubCo or the Company is required to notify to London Stock Exchange plc in accordance with or pursuant to the AIM Rules.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| | | | | | | | |
| Forbes Tate Partners LLC |
| | |
| By: | |
| | /s/ Zach Williams |
| | Name: Zach Williams |
| | Title: Managing Partner |
| | |
| | | | | | | | |
| Public Policy Holding Company, Inc., with respect to Sections 6A and 9 only |
| | |
| By: | |
| | /s/ G. S. Hall |
| | Name: G. Stewart Hall |
| | Title: Chief Executive Officer, PPHC |
| | |
| | |
| EXECUTIVE |
| | |
| /s/ Jeffrey Forbes |
| Jeffrey Forbes |
IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, Jeffrey Forbes, hereby transfers, assigns and conveys unto Public Policy Holding Company, Inc. (the “Corporation”) ( ) shares of Common Stock (the "Shares") of the Corporation, standing in his name on the books of the Corporation, and hereby irrevocably constitutes and appoints the Secretary of the Corporation, as his attorney-in-fact to transfer the said Shares on the books of the Corporation with full power of substitution in the premises.
| | | | | | | | |
| | |
| /s/ Jeffrey Forbes | |
| Jeffrey Forbes | |
Dated: , 2021
TEMPLATE MATERIALS
ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE
As referenced in Section 6A(e) of the Agreement, the following are template materials for making an election under Section 83(b) of the Code. The Executive acknowledges that he or she may consult with his or her tax advisor regarding the advisability of making an election under Section 83(b) of the Internal Revenue Code with respect to the Pre-IPO Shares, and that any such election must be made within 30 days after the Pre-IPO Shares are issued to the Executive.
Election Pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as Amended
The undersigned hereby makes an election, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the property described below and supplies the following information in accordance with Treas. Reg. §1.83-2(e):
1. The name, address, and taxpayer identification number of the Taxpayer:
Name:
Address:
Social Security Number:
2. A description of the property with respect to which the election is being made:
The property with respect to which the election is made is [ ] shares of common stock (the “Stock”) of Public Policy Holding Company, Inc. (the “Company”).
3. The date on which the property was transferred and the taxable year in which such election was made:
The date on which the Stock was transferred to the Taxpayer is [ , 2021] (the “Grant Date”). The taxable year to which this election relates is calendar year 2021.
4. The nature of the restriction to which the property is subject:
The property is subject to restrictions in that the property is not transferable and is subject to a substantial risk of forfeiture until the Taxpayer vests in the property in accordance with the provisions of the Taxpayer’s employment agreement with Forbes Tate Partners LLC dated August 2, 2021.
The Stock vests over a five-year period, with 20% vesting upon each of the first five anniversaries of the Company’s initial public offering, provided Taxpayer remains an employee of the Company (or an affiliate thereof) on any such vesting date.
Any nonvested Stock is forfeited upon termination of employment of Taxpayer from Forbes Tate Partners LLC.
The Taxpayer believes that the above restrictions constitute a substantial risk of forfeiture.
5. The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) of the property with respect to which the election is being made:
The fair market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the Stock with respect to which this election is being made is [$ ].
6. The amount (if any) paid for such property:
The Taxpayer exchanged interests in Public Policy Holding Company, LLC with a value of [$ ] for the Stock.
7. Copies Furnished:
A copy of this statement has been furnished to Public Policy Holding Company Inc., the entity for which services are performed (the employer).
Date:
PRIVILEGED AND CONFIDENTIAL – 2/12/2021
TEMPLATE PPHC PUBCO/OPCO EXECUTIVE EMPLOYMENT AGREEMENT
Letter for filing §83(b) Election Form
Date:
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Internal Revenue Service Center
[**Address**] [**the Service Center to which individual income tax return is filed**]
Re: 83(b) Election of [ ] Shares of Common Stock of Public Policy Holding Company, Inc.
Social Security Number:
Dear Sir/Madam:
Enclosed is an election under §83(b) of the Internal Revenue Code of 1986 with respect to certain shares of common stock of Public Policy Holding Company, Inc., that were transferred to me on [ ].
Please file this election.
EXECUTIVE EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”), is made by and between Forbes Tate Partners LLC (the “Company”), Public Policy Holding Company, Inc. (“PubCo”) with respect to Sections 6A and 9 only, and Daniel Tate (the “Executive”). The Company and the Executive are hereinafter also referred to individually as “Party” and together as “Parties.” This Agreement is dated August 2, 2021 (“Execution Date”). Section 6A of the Agreement is effective immediately upon the Execution Date. The remainder of the Agreement will become effective upon, and is contingent upon, PubCo gaining admission to the AIM market of the London Stock Exchange and the admission for trading of PubCo’s common stock on such exchange (the “IPO”), and the Executive remaining employed by the Company through such date (the “Effective Date”).
W I T N E S E T H:
WHEREAS, the Executive currently provides services to the Company as an employee and will receive initial shares of PubCo common stock (the “Pre-IPO Shares”) in connection with the contribution by Public Policy Holding Company, LLC (“PPHC”) to PubCo of OpCo and all other properties and assets of PPHC, and the related distribution by PPHC of shares of PubCo common stock (including the Pre-IPO Shares) to PPHC’s members (in the case of Executive, Forbes Tate LLC and PPHC PDP LLC) and the related distribution of such shares by each such member to such member’s owners, including the Executive, all of which is anticipated to occur prior to the IPO (the “Pre-IPO Reorganization”);
WHEREAS, the actual number of Pre-IPO Shares to be distributed to Executive will be determined by PPHC’s Executive Board prior to the Effective Date in accordance with that certain First Amendment to the Fourth Amended and Restated Limited Liability Company Agreement of PPHC (the “First Amendment”) dated on or after the Execution Date;
WHEREAS, the Executive is subject to a CONFIDENTIALITY AND NONCOMPETITION AGREEMENT by and between the parties hereto dated as of July 1, 2014, which shall remain effective with respect to periods before and after the Effective Date;
WHEREAS, the Company desires to employ the Executive as Founding Partner of the Company; and
WHEREAS, the Company and the Executive desire to enter into this Agreement as to the terms of the Executive’s employment with the Company.
NOW, THEREFORE, in consideration of the promises, and of the mutual covenants and agreements hereinafter contained, the Company and the Executive agree as follows:
1. Term. The Executive’s employment under this Agreement commenced on the Effective Date and shall continue until terminated pursuant to Section 7 below. The period during which Executive is employed pursuant to this Agreement shall be referred to as the “Term”.
2. Title. During the Term, the Executive shall serve as Founding Partner of the Company.
3. Reporting. During the Term, the Executive shall report to Chief Executive Officer of Public Policy Holding Company (“CEO”).
4. Duties.
(a) During the Term, the Executive shall have the duties and responsibilities customarily associated with the position of Founding Partner of a company the general size and nature as the Company, and such other duties and responsibilities as are consistent with the Executive’s position that may be assigned to the Executive from time to time by the CEO. During the Term, at the request of the Board of Directors of PubCo (“Board”), the Executive may also serve as an officer or director of and shall perform certain services for subsidiaries or Affiliates of the Company, in each case without any additional compensation. The Parties acknowledge that, due to a permanent medical condition, Executive has reduced physical capabilities and strength and that his capacity for speech and movement is significantly limited. The Parties agree that Executive’s duties under this Agreement shall not include any duties that Executive is physically unable to perform as of the Execution Date of this Agreement. The Parties acknowledge that Executive’s duties will be focused on an internal role and that Executive will not be expected to engage in active lobbying or in-person client interactions.
(b) The Executive shall not acquire or hold more than two (2) percent of any class of publicly-traded securities of any business, except that the Executive may have a passive investment in any such company to the extent that the Executive shall provide all required disclosure according to applicable Company policies including but not limited to the Company’s Personal Trading Policy and Conflicts of Interest Policy applicable to all employees.
5. Location. During the Term, the Executive shall be based in the Company’s offices in Washington, DC. The Parties acknowledge that the Executive’s physical condition may prevent him from traveling and the Parties agree that the Executive will not be required to travel to effectively perform his duties to the Company.
6. Compensation and Benefits.
(a) Base Salary. Effective as of the Effective Date, the Executive shall receive an annual base salary of US $750,000. The Executive’s base salary shall be payable in accordance with the Company’s normal payroll practices. Such base salary shall be subject to periodic review, and may be increased or decreased from time to time at the sole discretion of the Board or its delegate. The annual base salary payable to Executive under
this Section 6, as the same may be increased or decreased from time to time, shall hereinafter be referred to as the “Base Salary.”
(b) Equity-Based Awards Under The Omnibus Plan. The Executive shall be eligible to receive equity-based awards from time to time in accordance with the terms of the Public Policy Holding Company, Inc. 2021 Omnibus Incentive Plan, as amended, suspended,
terminated, or superseded by a successor plan from time to time (“Omnibus Plan”), subject to and based on the attainment by Executive and/or the Company of applicable performance targets to be set by the Board or its delegate.
(c) Vacation. During the Term, the Executive shall be entitled to twenty (20) days of paid vacation annually, exclusive of United States legal holidays, during a calendar year (prorated for a partial year of employment during a calendar year), provided that the scheduling of the Executive’s vacation does not interfere with the Company’s normal business operations. Unused vacation days shall not be cashed out at termination of employment.
(d) Benefits. During the Term, and provided that the Executive satisfies, and continues to satisfy, any individual plan eligibility requirements, the Executive shall be eligible to participate in, and receive benefits under, benefit programs maintained by the Company for its senior executives on terms and conditions set forth in such plans (as may be amended, modified or terminated from time to time). The Company agrees that, at all times during the Term, it shall continue to maintain short term and long term disability insurance for Executive in the same amount, and to the same extent, as those long and short term disability insurance benefits that were in effect on the Execution Date.
(e) Reimbursement of Business Expenses. The Company shall reimburse the Executive for all reasonable and properly documented expenses incurred or paid by the Executive in connection with the performance of his or her duties hereunder; provided that the Executive submits a request for such expense reimbursement together with such supporting documentation as the Company may require within thirty (30) days after such expenses are incurred and the Company shall reimburse all properly documented expenses no later than thirty (30) days after submission of such request for reimbursement and in any event no later than March 15th of the calendar year following the year in which such expenses were incurred.
(f) Withholdings. All payments made under this Agreement shall be subject to any and all federal, state, local and foreign taxes and other withholdings to the extent required by applicable law. The Company shall have the power to withhold, or require the Executive to remit to the Company promptly upon notification of the amount due, an amount sufficient to satisfy the statutory minimum amount of all federal, state, local and foreign withholding tax requirements with respect to any payment of cash, or issuance, delivery or vesting of any other property hereunder to the Executive or any third party.
6A. Vesting and Forfeiture Provisions Relating to Pre-IPO Shares. With respect to Pre-IPO Shares, the following vesting and forfeiture provisions shall apply. For
avoidance of doubt, the following provisions shall apply solely to the Pre-IPO Shares, and not with respect to equity or equity-based awards granted under the Omnibus Plan (which shall be governed by the terms of the Omnibus Plan and award agreements issued thereunder).
(a) Pre-IPO Shares Not Sold Through the IPO. With respect to Pre-IPO Shares not sold by the Executive through the IPO (“Retained Pre-IPO Shares”):
(i) Vesting While Employed. The Executive shall vest in the Retained Pre-IPO Shares as follows, provided that the Executive remains continuously employed by the Company through each vesting date:
| | | | | |
| Vesting Date | Incremental Percentage of Retained Pre-IPO Shares Becoming Vested |
| First Anniversary of IPO | 20% |
| Second Anniversary of IPO | 20% |
| Third Anniversary of IPO | 20% |
| Fourth Anniversary of IPO | 20% |
| Fifth Anniversary of IPO | 20% |
Except as set forth in Section 6A(a)(ii) below, any nonvested Retained Pre-IPO Shares that could have vested under this Section 6A(a)(i) shall be forfeited upon the Executive’s termination of employment with the Company.
(ii) Accelerated Vesting In Connection With Employment Termination. Notwithstanding Section 6A(a)(i) above, if the Executive’s employment with the Company is involuntarily terminated without Cause under Section 7(c), if the Executive terminates employment with the Company with “Good Reason” under Section 7(d)(ii) (but without the need for a Change in Control to have occurred), or if the Executive’s employment with the Company terminates due to death or “Disability” under Sections 7(a) or (b), any nonvested Retained Pre-IPO Shares shall become fully vested. Solely if the Executive’s employment with the Company terminates due to Disability, then, notwithstanding accelerated vesting hereunder, the limitations on “Transfer” (as defined in and) set forth in Section 6A(d)(i) hereof shall continue to apply to all Retained Pre-IPO Shares with respect to which such accelerated vesting has occurred; provided that (i) on and after each successive anniversary date of the IPO, the Executive shall be permitted to Transfer up to an additional 20% of the aggregate number of all Retained Pre-IPO Shares, and (ii) any Transfer in violation hereof shall be of no force or effect.
(b) Pre-IPO Shares Sold Through the IPO. With respect to Pre-IPO Shares sold by the Executive through the IPO (the “Liquidated Pre-IPO Shares”), if the
Executive’s employment with the Company is involuntarily terminated for Cause under Section 7(c), or if the Executive voluntarily terminates employment other than for Good Reason under Section 7(d)(ii) (but without the need for a Change in Control to have occurred), the Company may clawback from the Executive the amount received from the sale of the Liquidated Pre-IPO Shares (net of the amount of taxes paid by the Executive with respect to such sale.) The
foregoing clawback right shall expire in 20% increments on the same schedule (set forth in Section 6A(a)(i)) that governs vesting of Retained PreIPO Shares.
(c) Forfeiture and Clawback Upon Violation of Protective Covenants. Notwithstanding any contrary provision of this Section 6A, if the Executive violates any of the covenants set forth in Section 9, the Executive shall forfeit any Retained Pre-IPO Shares (whether or not then vested), and the Company may clawback from the Executive the amount received from the sale of the Liquidated Pre-IPO Shares or Retained Pre-IPO Shares sold after the IPO (net of the amount of taxes paid by the Executive with respect to such sale).
(d) Status of Non-Vested Retained Pre-IPO Shares Prior to Vesting or Forfeiture. While the Executive holds non-vested Retained Pre-IPO Shares prior to vesting or forfeiture, the following terms shall apply with respect to such shares:
(i) Such shares shall not be sold, transferred or otherwise disposed of, including, without limitation, by a pledge, mortgage, hypothecation, encumbrance or lien (a “Transfer”); other than to the Executive’s spouse or partner and direct descendants, including children and grandchildren (collectively, “Family”), or trusts for the benefit of the Executive and such Family; provided that such Transfer does not involve a disposition for value and each transferee shall execute and deliver to the Company such documentation as the Company requires acknowledging and agreeing that such shares remain subject to the terms and conditions set forth in Section 6A hereof. Immediately upon any attempt to Transfer any rights under or to such shares, such shares and all of the rights related thereto shall be forfeited by the Executive and the Transfer shall be of no force or effect.
(ii) The Executive may exercise voting rights with respect to such shares, and any other rights of a stockholder of the Company, except as provided in this Agreement.
(iii) The Executive shall receive any dividends paid on such shares. Once paid to the Executive, dividends will not be subject to clawback.
(iv) The Executive shall execute a stock power form (attached to this Agreement) in blank, appointing PubCo as the Executive’s representative to cancel or transfer the Retained Pre-IPO Shares on the books of PubCo in the event of forfeiture pursuant to this Section 6A.
(e) Internal Revenue Code Section 83(b) Election. The Executive acknowledges that he or she may consult with his or her tax advisor regarding the
advisability of making an election under Section 83(b) of the Internal Revenue Code with respect to the Pre-IPO Shares, and that any such election must be made within 30 days after the Pre-IPO Shares are issued to the Executive. For informational purposes only, a template Section 83(b) election form is attached to this Agreement. Under no circumstances shall the Company be construed as having provided tax advice to the Executive. The Executive is solely responsible for the decision to make or not make a Section 83(b) election.
7. Separation from Service.
(a) Due to Death. The Executive’s employment with the Company shall automatically terminate immediately upon his or her death.
(b) Due to Disability. If the Executive incurs a “Disability” (as defined below) during the Term, then Executive or the Board, in its sole discretion, shall be entitled to terminate the Executive’s employment upon written notice. For purposes of this Agreement, “Disability” means that the Executive, as a result of illness or incapacity, is unable to perform substantially his or her required duties for a period of four (4) consecutive months or for any aggregate period of six (6) months in any twelve (12) month period. A termination of the Executive’s employment by the Company for Disability shall be communicated to the Executive by written notice and shall be effective on the tenth (10th) business day after receipt of such notice by the Executive, unless the Executive returns to full-time performance of his or her duties before such tenth (10th) business day. A termination of Executive’s employment by the Executive for Disability shall be communicated to the Company by written notice and shall be effective immediately upon the receipt of such notice by the Company.
(c) By the Company (With or Without Cause). During the Term, the Company shall be entitled to terminate the Executive’s employment with or without “Cause” by providing written notice to the Executive. For purposes of this Agreement, the Executive shall be deemed terminated for “Cause” if the Company terminates the Executive’s employment in writing after the Executive’s: (i) willful misconduct or gross negligence in the performance of the Executive’s duties to the Company; (ii) willful and repeated failure to follow the lawful directives of the Board or CEO which are consistent with his or her role as Founding Partner; (iii) indictment for, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime resulting in reputational or financial harm to the Company; (iv) performance of any act of theft, embezzlement, fraud, or misappropriation of Company property; (v) use of illegal drugs, or abuse of alcohol that materially impairs the Executive’s ability to perform the Executive’s duties to the Company; (vi) material breach of any fiduciary duty owed to the Company (including, without limitation, the duty of care and the duty of loyalty); (vii) material breach of the Agreement or any other agreement between the Executive and the Company; (viii) material violation of the Company’s code of conduct or other written policy; or (ix) prohibition from serving in the lobbying industry or serving as an officer of the Company; or (x) a material reduction in revenue generated by the Executive (as determined by the Board). Prior to the Company’s termination of the Agreement for Cause under clauses (i), (ii), (v), (vi), (vii), or (viii) (if under circumstances susceptible to cure, the Board will provide the
Executive with written notice detailing the specific actions or inactions giving rise to Cause and a period of fifteen (15) days following the Executive’s receipt of such notice to cure such actions or inactions in all material respects; provided that the foregoing cure right will not apply if there are habitual actions or inactions giving rise to the Executive’s termination for Cause. For purposes of determining Cause, no act or failure to act by the Executive shall be considered “willful” unless it is done or omitted to be done by the Executive in bad faith and without reasonable belief that his or her action or omission was in the best interests of the Company. Any
voluntary termination by the Executive in anticipation of a termination for Cause under this Section 7(c) shall be deemed a termination for Cause.
(d) By the Executive.
(i) Without Good Reason. During the Term, the Executive shall be entitled to terminate his or her employment with the Company without Good Reason by providing the Company written notice of such decision. The Company shall only be required to compensate the Executive through the effective date of the Executive’s separation from service, except as otherwise provided in Section 8.
(ii) With Good Reason Following Change in Control. During the Term, the Executive shall be entitled to terminate his or her employment with the Company with Good Reason following a Change in Control, by providing the Company with advance written notice of such decision as set forth in Section 7(d)(iii).
(iii) The Executive shall have “Good Reason” to terminate his or her employment with the Company upon the occurrence of one or more of the following events without the Executive’s written consent within twelve (12) months following consummation of a Change in Control: (i) a material diminution in the Executive’s authority, duties, or responsibilities (including reporting responsibilities) as Founding Partner of the Company; (ii) the relocation of the Executive’s principal place of employment to a location that is not within commuting distance of Washington, DC; (iii) a material breach by the Company of any written agreement between the Executive and the Company. Prior to any termination for Good Reason, the Executive must provide written notice to the Company within thirty (30) days following the date of the first occurrence of an alleged Good Reason event, setting forth in reasonable detail the conduct alleged to be a basis for a termination for Good Reason. The Executive will not have the right to terminate his or her employment for Good Reason if, within the thirty (30) day period following delivery of the Executive’s written notice, the Company cures, in all material respects, the conduct alleged to be a basis for a termination for Good Reason. If the Company does not cure alleged conduct within the prescribed thirty (30) day period, the Executive must actually terminate his or her employment within thirty (30) day period immediately following the expiration of the Company’s cure period; otherwise, any claim of such circumstances as constituting “Good Reason” will be deemed irrevocably waived by the Executive.
(iv) “Change in Control” shall mean the first to occur of the following events after the Effective Date: (i) the sale, transfer or other disposition of all or substantially all of the assets of PubCo or Company to one or more Persons that are not,
immediately prior to such sale, transfer or other disposition, directly or indirectly through one or more intermediaries, controlling, controlled by, or under common control with, PubCo (an “Affiliate”); (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) (other than PubCo or any Affiliate, or any employee benefit plan sponsored or maintained by PubCo (or its Affiliates)) becomes the beneficial owner, directly or indirectly, of more than 50% or more of the voting power of the common stock of PubCo or the equity of the Company; (iii) the merger or consolidation of PubCo, as a result of which Persons who were
stockholders of PubCo immediately prior to such merger or consolidation, do not, immediately thereafter, own, directly or indirectly, a majority of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company; (iv) the liquidation or dissolution of PubCo other than a liquidation or dissolution for the purposes of effecting a corporate restructuring or reorganization as a result of which Persons who were stockholders of PubCo immediately prior to such liquidation or dissolution continue to own immediately thereafter, directly or indirectly, a majority of the combined voting power entitled to vote generally in the election of directors of the entity that owns, directly or indirectly, substantially all of the assets of PubCo following such transaction; or (v) a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of such appointment or election.
8. Compensation Upon Separation from Service.
(a) By Reason of Death or Disability. If the Executive incurs a separation from service with the Company by reason of the Executive’s death or Disability pursuant to Section 7(a) or 7(b) above, then the Company shall pay to the Executive (or the Executive’s estate, as appropriate) (i) the Executive’s then current Base Salary earned through the termination date, (ii) employee benefits in accordance with terms of the applicable plan documents, and (iii) any earned and unpaid cash bonuses for any previously completed bonus years (clauses (i) through (iii) collectively, the “Accrued Obligations”), within thirty (30) days after the date of separation from service. Thereafter, the Company shall have no further obligations to the Executive.
(b) By the Company for Cause. If the Executive incurs a separation from service as a result of termination of employment by the Company for Cause pursuant to Section 7(c) above, then the Company shall pay to the Executive the Accrued Obligations within thirty (30) days after the date of the Executive’s separation from service due to Cause. Thereafter, the Company shall have no further obligations to the Executive.
(c) By the Company without Cause (Non-Change in Control). If the Executive incurs a separation from service as a result of termination of employment by the Company without Cause (other than within 12 months following a Change in Control), then the Company shall pay or provide to the Executive, subject to Section 8(f):
(i) the Accrued Obligations, within thirty (30) days after the date of such separation from service;
(ii) an amount equal to 12 months of the Executive’s Base Salary, payable in equal installments for 12 months following such separation from service. All amounts owing under this clause (c)(ii) shall be payable in accordance with the Company’s normal payroll practices; and
(iii) an amount equal to 100% of Executive’s most recently paid annual bonus, payable within 2-1/2 months following the fiscal year in which such separation of service occurs.
(d) By the Company without Cause (Change in Control) or by the Executive for Good Reason (Change in Control). If the Executive incurs a separation from service as a result of termination of employment by the Company without Cause (within 12 months following a Change in Control) or incurs a separation from service for Good Reason (within 12 months following a Change in Control), then the Company shall pay or provide to the Executive, subject to Section 8(f):
(i) the Accrued Obligations, within thirty (30) days after the date of such separation from service;
(ii) an amount equal to 12 months of the Executive’s Base Salary, payable in equal installments for 12 months following such separation from service. All amounts owing under this clause (d)(ii) shall be payable in accordance with the Company’s normal payroll practices;
(iii) an amount equal to 100% of Executive’s most recently paid annual bonus, payable within 2-1/2 months following the fiscal year in which such separation of service occurs; and
(iv) full vesting of any outstanding awards issued to the Executive under the Omnibus Plan which are not otherwise vested.
(e) By the Executive Without Good Reason. If the Executive voluntarily separates from service with the Company without Good Reason, then the Company shall pay to the Executive the Accrued Obligations within thirty (30) days of his or her separation from service. Thereafter, the Company shall have no further obligations to the Executive.
(f) General Release and Other Requirements.
(i) Notwithstanding any other provision of this Agreement to the contrary, as a condition to receiving any payments (other than the Accrued Obligations) or the accelerated vesting that may be made or due pursuant to this Section 8, the Executive (or the executor or administrator of his or her estate in the event of Executive’s death) must execute and not revoke a general release agreement substantially in the form provided by the Company, within sixty (60) days after the Executive’s separation from service with the Company, and must comply with the Executive’s obligations under this Agreement. Notwithstanding anything else in this Section 8, except as otherwise required by Section 11(b) of this Agreement (which imposes a six-month delay for 409A-governed payments
to “specified employees”) and subject to the Executive’s execution of the release agreement in accordance with this Section 8(f)(i), payment of any amounts pursuant to this Section 8 (other than the Accrued Obligations) that would otherwise be paid in the first sixty (60) days following the Executive’s separation from service shall be paid on the 75th day following such separation from service.
(ii) Notwithstanding any other provision of this Agreement to the contrary, upon termination of the Executive’s employment for any reason, and regardless of
whether the Executive continues as a consultant to the Company, unless otherwise requested by the Company in writing, the Executive shall promptly resign, as of the date of such termination of employment or such other date requested, from the Board and any committees thereof or any other governance positions with the Company or any Affiliate to the extent the Executive is then serving thereon. The form of such resignation shall be as requested by the Board, and the failure of the Executive to comply with this Section 8(f)(ii) (by not resigning from the Board and any and all committees or other governance provisions as contemplated hereby), shall constitute a material breach of this Agreement and may result in a termination for Cause (whether prospectively or retroactively) and the Executive shall not be entitled to receive or retain any severance or other payments under this Agreement (other than the Accrued Obligations).
(g) No Mitigation. The Executive shall not have a duty to mitigate damages by seeking other employment and there shall be no offset against any amounts or entitlements due to the Executive hereunder or otherwise on account of any remuneration or benefits provided by any subsequent employment he or she may obtain.
(h) Section 280G of the Code. Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit the Executive would receive from the Company pursuant to this Agreement or otherwise (a “Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code and (b) but for this Section 8(h), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount (as defined below). The “Reduced Amount” will be either (1) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (2) the entire Payment, whichever amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in the Executive’s receipt, on an after-tax basis, of the greatest amount of the Payment. If a reduction in the Payment is to be made, the reduction in payments and/or benefits will occur in the following order: (1) reduction of cash payments; and (2) reduction of other benefits paid to the Executive. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive’s equity awards.
9. Further Covenants.
(a) Definitions
(i) “Affiliate” means, with respect to a Person, any other Person controlling, controlled by, or under common control with, the first Person.
(ii) “Company Group” means the Company and its Affiliates.
(iii) “Confidential Information” means all Company Group information and materials no matter the form, whether in written, oral, electronic or other form, that: become known to Executive before or after the Effective Date as a consequence of Executive’s employment by the Company; are not generally known to the public; and, have or could have commercial value or utility to others in the business in which the Company Group is engaged. Confidential information includes, but is not limited to, information and materials about the Company Group’s Clients, Potential Clients, methods of operation, products, processes, prices, costs, discounts, business plans and strategies, prospective and executed contracts, trade secrets, business contacts, client lists, vendor lists, policies, procedures, techniques and know-how, and all technological, business, financial, accounting, statistical and personnel information regarding the Company Group and Clients of the Company Group, and all work performed for the Company Group’s Clients or for the Company Group on behalf of any Company Group Client. The Parties further agree and stipulate that this Confidential Information was developed by the Company Group at considerable expense, is a valuable Company Group asset and part of its goodwill, is vital to the Company Group's success, and is the sole property of the Company Group.
(iv) “Client” means all Persons and Affiliates thereof that, during Executive’s employment and for two years prior thereto, have purchased any services from the Company Group.
(v) “Entity” means any general partnership, limited partnership, corporation, limited liability company, joint venture, trust, business trust, cooperative, association or other form of organization.
(vi) “Person” means any individual, Entity, or government or other agency or political subdivision thereof, and the heirs, personal representatives, successors and assigns of such Person.
(vii) “Potential Client” means all Persons and Affiliates thereof that, during Executive’s employment and for two years prior thereto, have either contacted the Company Group for the purpose of seeking or purchasing the Company Group’s services, or have been contacted by the Company Group for the purpose of selling its services.
(b) Confidential Information
(i) Executive agrees that upon termination of Executive’s employment with the Company, for any reason, whether voluntary or involuntary, Executive will surrender to the Company every item and every document that is the Company Group's property (including keys, records, computer files and storage media, notes, memoranda, models, inventory and equipment) or that contains Confidential Information, in whatever form. All of these materials are the sole and absolute property of the Company.
(ii) To the maximum extent permitted by applicable law, Executive agrees that, during his employment and following the termination of that employment, for any reason, whether voluntary or involuntary, the Executive will not, directly or indirectly, disclose, use, or transfer any of the Company's Confidential Information to any Person other than agents of the Company, and the Executive will not use or aid others in obtaining or using any such Confidential Information without the express written permission of the CEO. In addition, Executive will take all precautions to prevent the inadvertent disclosure or exposure of the Company’s Confidential Information to unauthorized Persons. Executive agrees to promptly notify the Company upon his discovery or reasonable suspicion that any Company Confidential Information are being used in an unauthorized manner or are in the possession of unauthorized parties. Executive agrees to fully cooperate with the Company to regain possession of its Confidential Information and to prevent any unauthorized use or disclosure. This confidentiality and non-disclosure provision will be in effect for the maximum period permitted by applicable law, and the Parties intend that period to be in perpetuity.
(iii) Notwithstanding anything to the contrary in this Agreement, Executive’s continuing confidentiality obligations under the Agreement do not prohibit Executive from disclosing Confidential Information to a federal, state or local government official or to an attorney for the purpose of reporting or investigating a violation of law or in a court filing under seal. Accordingly, Executive hereby acknowledges and understands that pursuant to the Federal Trade Secrets Act of 2016, the Executive has been advised that the Executive has immunity from being held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(c) Non-Solicit.
(i) Executive agrees that during Executive’s employment and for a period of 24 months after termination of Executive’s employment, for any reason, whether voluntary or involuntary, Executive will not, on Executive’s own behalf or as a partner, officer, director, employee, agent, or consultant of any other Person, directly or indirectly solicit or induce (or attempt to solicit or induce) any of the Company Group’s Clients or Potential Clients to stop conducting business with the Company Group, to reduce the level of business with the Company Group, or to conduct business with any other
Person, business, or entity in lieu of the Company Group. This non-solicitation provision includes Executive’s activities on online social or professional networking accounts and services. The Clients and Potential Clients covered by this paragraph are limited to those with whom Executive worked, communicated, serviced, solicited, or about whom Executive received information in connection with Executive’s employment with the Company Group over the two-year period preceding Executive’s separation of employment with the Company Group.
(ii) Executive agrees that during Executive’s employment and for a period of 24 months after termination of that employment, for any reason, whether voluntary or involuntary, Executive will not, on Executive’s own behalf or as a partner, officer, director, employee, agent, or consultant of any other Person, directly or indirectly, contact, solicit or induce (or attempt to solicit or induce) any employee of the Company to leave their employment with the Company or consider employment with any other Person. This non-solicitation provision includes Executive’s activities on online social or professional networking accounts and services. The employees covered by this paragraph are limited to those with whom Executive worked, communicated, interacted, or about whom Executive received information in connection with Executive’s employment with the Company over the two-year period preceding Executive’s separation of employment with the Company.
(d) Non-Compete. Executive acknowledges and agrees that the CONFIDENTIALITY AND NON-COMPETITION AGREEMENT by and between the parties hereto dated as of July 1, 2014 shall remain in effect and not be superseded by this Agreement.
(e) Tolling. It is specifically agreed that the periods of time stated in Sections 9(b), 9(c) and 9(d) during which the agreements and covenants made by Executive shall be effective, shall be computed by excluding from such computation any time during which Executive is in violation of any provision of this Agreement, whether or not such violation is known by the Company.
(f) Enforcement. It is the intention of the Parties that the covenants, provisions and agreements contained in this Section 9 shall be enforceable to the fullest extent allowed by law. If any such covenant, provision, or agreement is found by a court having jurisdiction to be unreasonable in duration, geographic scope or character of restrictions, such covenant, provision or agreement shall not be rendered unenforceable thereby, but rather the duration, geographic scope or character of restrictions of such covenant, provision or agreement shall be deemed reduced or modified with retroactive effect to render such covenant, provision or agreement reasonable, and such covenant, provision or agreement shall be enforced as modified. If the court having jurisdiction will not revise the covenant, provision or agreement, the Parties shall mutually agree to a revision having an effect as close as permitted by applicable law to the provision declared unenforceable. The Parties agree that if a court having jurisdiction determines, despite the express intent of the Parties, that any portion of the covenants, provisions or agreements contained herein are not enforceable, the remaining covenants, provisions and agreements herein shall be valid and enforceable. Moreover, to the extent that any provision is declared
unenforceable, the Company Group shall have any and all rights under applicable statutes, civil law or common law to enforce its rights with respect to any and all Confidential Information (and trade secrets) or unfair competition by Executive.
(g) Forfeiture and Clawback. Notwithstanding any contrary provision of this Agreement, the Omnibus Plan or any award issued thereunder, if the Executive violates any provision of this Section 9, any outstanding awards held by the Executive under the Omnibus
Plan, whether vested or not, shall be forfeited. Moreover, the Company shall have the right to clawback from the Executive any amounts previously received by the Executive under or with respect to Omnibus Plan on or after the date. The forfeiture and clawback rights under this paragraph shall be in addition to, and not in derogation of, any other rights or remedies available to the Company resulting from the Executive’s violation of this Section 9, including but not limited to the forfeiture and clawback provisions of Section 6A.
10. Mandatory Arbitration. This provision for mandatory arbitration (the “Mandatory Arbitration Provision”) shall be the required and exclusive process for resolution of any and all “Covered Disputes” as defined below, involving the Company and the Executive.
(a) Construction. This Mandatory Arbitration Provision shall be broadly construed to the maximum extent permitted by law and shall apply to any and all existing or future claims, disputes or controversies between the Company and the Executive, regardless of the subject matter, source or basis, whether statutory, common law or otherwise, of the dispute or controversy. The Company and the Executive unconditionally and irrevocably agree that any claim, dispute or controversy regarding or relating to any matter whatsoever, including without limitation the employment and separation from employment of the Executive, must be submitted to arbitration in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, except as may be modified herein. By way of example only, disputes or controversies that are subject to this agreement for mandatory arbitration include claims under federal, state, and local statutory or common law, such as claims for discrimination, retaliation and/or harassment under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, and the Age Discrimination in Employment Act; claims for discrimination, retaliation and/or harassment under applicable state or local law; claims under the Employee Retirement Income Security Act; claims under the Family and Medical Leave Act; claims under the Fair Labor Standards Act; claims under contract or tort law; claims for wages, compensation or benefits; and claims for trade secret violations, unlawful competition or breach of fiduciary duty. Claims for workers’ compensation or unemployment compensation benefits and claims that are expressly excluded from binding arbitration agreements as a matter of law are not subject to this agreement for mandatory arbitration. Claims, disputes or controversies included within this provision for mandatory arbitration may sometimes hereinafter be referred to as “Covered Disputes.” Covered Disputes shall be broadly interpreted and applied to the maximum extent permitted by law.
(b) Injunctive Relief Under Certain Circumstances. Notwithstanding the above Section 10(a), if the legal action involves an alleged breach of an obligation under Section 9 of this Agreement (Further Covenants) by the Executive, the Company may seek injunctive relief in any state or federal court of competent jurisdiction in the State of Delaware. Such action for injunctive relief’s shall be resolved by a judge alone, and both parties waive the right to a jury.
(c) Scope of Agreement to Arbitrate. The Parties also agree to submit claims to the arbitrator regarding issues of arbitrability, the validity, scope and enforceability of this Agreement, his or her jurisdiction, as well as any gateway, threshold, or any other challenges to
this Agreement, including claims that this Agreement is unconscionable. Any such claims shall be included within the term “Covered Disputes.” The purpose of this provision is to avoid and prevent any judicial intervention in the arbitration process as provided herein for resolving Covered Disputes between the Company and the Executive.
(d) No Class Actions. Covered Disputes must be arbitrated only on an individual basis. If there are Covered Disputes between the Company and different Persons employed by the Company or more than one such Person, those Covered Disputes, even if arising out of the same or related circumstances, must be arbitrated in separate, individual proceedings. The Company and the Executive irrevocably and unconditionally waive any right to initiate or be a party to any class, consolidated group, collective, or representative proceeding in arbitration or any other forum.
(e) Company Liability. To the maximum extent permitted by law, this Mandatory Arbitration Provision shall also apply to any and all Covered Disputes between the Executive and Company employees in any context that involves the Company and for which the Company may have any potential liability or responsibility.
(f) Arbitration Location. Any arbitration under this section shall be conducted at the locale of the Company’s office to which the Executive is principally assigned, unless applicable law requires the arbitration to be held in another jurisdiction. Any such arbitration will be decided in accordance with and determined by the laws of the State of Delaware with regard to the substance of the dispute or controversy to the maximum extent allowed by applicable law and/or applicable federal law. Executive specifically agrees that the Company may seek specific performance of this agreement for mandatory arbitration, as well as other injunctive relief, from the state or federal courts in the State of Delaware, or the state or federal courts in the jurisdiction in which he or she resides and/or performs services for the Company.
(g) Confidentiality. Any arbitration under this section shall be strictly confidential, and nothing about the arbitration proceeding or any information or documents produced in the arbitration proceeding or made a part of the record therein shall be made public or disclosed to anyone other than the arbitrator(s), the parties, counsel and witnesses, all of whom shall be bound by this requirement of confidentiality.
(h) Discovery. Discovery in any arbitration under this section shall be conducted in accordance with the Federal Rules of Civil Procedure, except as modified herein. There shall be no requests for admission and all other written discovery shall be limited in number of individual requests, including subparts, to twenty (20) in total per side. With regard to depositions, each side shall be limited to three (3) depositions, each lasting no longer than seven (7) hours, unless agreed otherwise by the Parties. The admissibility of evidence at the arbitration hearing shall be governed by the Federal Rules of Evidence.
(i) Arbitrators’ Decision; Costs. The arbitrator(s) shall not have the authority to award punitive damages, costs or attorneys’ fees to either Party except as expressly allowed by the applicable law. The decision of the arbitrator(s) shall be in writing and shall contain the findings of fact and conclusions of law on which the decision is based. The administrative costs
of the arbitration (filing fees, cost for the arbitration site, hearing fees, arbitrator’s fee) shall be divided equally between the parties. In the event that the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, any express statutory provisions, or controlling case law conflicts with this allocation and requires the payment of administrative costs of arbitration by the Company, the administration costs of arbitration will be paid by the Company. The fees and expenses of any witness shall be paid by the Party requiring the presence of such witness. Each Party shall bear its own costs and expenses in all other respects.
(j) Finality; Enforcement. The resolution of any Covered Dispute achieved through arbitration pursuant to this section shall be final and binding on all Parties in accordance with the Federal Arbitration Act and shall be enforceable by a court of competent jurisdiction.
(k) No Jury Trial. If for any reason the requirement of mandatory arbitration as set forth in this section is not applicable or enforceable, then no Party shall be entitled to a trial by jury as to any matter or issue arising out of or relating in any way to any Covered Dispute.
11. Section 409A.
(a) Section 409A. This Agreement shall be construed to be in compliance with or exempt from Section 409A. For purposes of this Agreement, the term “separation from service” has the meaning set forth in Section 409A. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A relating to “separation from service.” To the extent that any reimbursements under this Agreement are taxable to the Executive, any such reimbursement payment due to the Executive shall be paid to the Executive as promptly as practicable, and in all events on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the
amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other taxable year. For purposes of Section 409A, each of the payments that may be made under this Agreement are designated as separate payments.
(b) Six Month Wait. Notwithstanding anything else to the contrary in this Agreement, if (i) the Executive is entitled to receive payments or benefits under this Agreement by reason of his or her separation from service other than as a result of his or her death, (ii) the Executive is a “specified employee” (within the meaning of Section 409A) of a company, the stock of which is publicly traded, for the period in which the payment or benefits would otherwise commence, and (iii) such payment or benefit would otherwise subject the Executive to any tax, interest or penalty imposed under Section 409A (or any regulation promulgated thereunder) if the payment or benefit would commence within six months of a termination of the Executive’s employment with the Company, then such payment or benefit required under this Agreement shall not commence until the day immediately following the six-month anniversary of the termination of the Executive’s employment.
12. Notices. All notices, requests, demands and other communications provided for in this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified United States mail, as appropriate, postage-prepaid, return receipt requested, or an equivalent governmental mail service, to the following addresses:
If to the Company:
Forbes Tate Partners LLC
ATTN: Founding Partner
777 6th Street, NW, 8th Floor
Washington, DC 20001
If to PubCo:
Public Policy Holding Company, Inc.
ATTN: Chief Executive Officer
800 N Capitol Street NW
Suite 800
Washington, DC 20002
If to the Executive:
to the address of the Executive’s primary residence (as reflected on the records of the Company)
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice pursuant to this Section 12 shall be effective on the date of delivery in person or by courier, or three (3) days after the date mailed.
13. Severability. In the event that any of the provisions of this Agreement, or the application of any such provisions to the Executive or the Company with respect to obligations hereunder, is held to be unlawful or unenforceable by any court or arbitrator, the remaining portions of this Agreement will remain in full force and effect and will not be invalidated or impaired in any manner.
14. Waiver. No waiver by any party hereto of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of any other term or covenant contained in this Agreement.
15. Entire Agreement. Except as provided in the following sentence, this Agreement contains the entire agreement between the Executive and the Company with respect to the subject matter of this Agreement, and supersedes any and all prior agreements and understandings, oral or written, between the Executive and the Company with respect to the subject matter of this Agreement, for periods on and after the Effective Date. Notwithstanding the foregoing, agreements relating to the subject matter hereof covering time periods before the
Effective Date shall remain in place in accordance with their terms for pre-Effective Date time periods, and the CONFIDENTIALITY AND NONCOMPETITION AGREEMENT by and between the parties hereto dated as of July 1, 2014 shall remain in effect and not be superseded by this agreement.
16. Amendments. This Agreement may be amended only by an agreement in writing signed by the Executive and an authorized representative of the Company (other than the Executive), and in the case of sections of 6A and 9, an authorized representative of PubCo.
17. Successors and Assigns. Because the Executive’s obligations under this Agreement are personal in nature, the Executive’s obligations may only be performed by the Executive and may not be assigned by the Executive. This Agreement is binding upon the Executive’s successors, heirs, executors, administrators and other legal representatives, and shall inure to the benefit of the Company and its subsidiaries, successors and assigns. The Company may assign its rights and obligations under this Agreement without prior written approval of the Executive upon the transfer of all or substantially all of the business and/or assets of the Company (by whatever means).
18. Consultation with Counsel. The Executive acknowledges that the Executive has had a full and complete opportunity to consult with counsel of the Executive’s own choosing concerning the terms, enforceability and implications of this Agreement.
19. No Other Representations. The Executive acknowledges that the Company has made no representations or warranties to the Executive concerning the terms, enforceability or implications of this Agreement other than as reflected in this Agreement.
20. Headings. The titles and headings of sections and subsections contained in this Agreement are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
21. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one agreement.
22. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles.
23. No Construction against Drafter. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.
24. Further Assurances. The Parties hereby agree, at the request of any other party, to execute and deliver all such other and additional instruments and documents and to do such other acts and things as may be reasonably necessary or appropriate to carry out the intent and purposes of this Agreement.
25. Survival. The rights and obligations of the parties under the provisions of this Agreement that relate to periods of time after the Executive’s termination of employment shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive’s employment hereunder or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.
26. Regulatory Requirements.
(a) Requirements Generally. The Executive shall comply (and, where applicable, shall take steps as feasible to ensure that any person connected with the Executive shall comply) with all PubCo’s rules, regulations, policies and procedures from time to time in force including every rule of law, the AIM Rules for Companies of London Stock Exchange plc from time to time (the "AIM Rules"), the UK Market Abuse Regulation, which is the retained EU law version of the EU Market Abuse Regulation (596/2014/EU) which has applied in the UK since the end of the Brexit transition period, the Corporate Governance Guidelines for Small and Mid-sized Quoted Companies published by the Quoted Companies Alliance (as amended from time to time), PubCo’s Policies on Dealings in the Securities of PubCo and Insider Trading (the "Dealing/Trading Policies") and every regulation of PubCo for the time being in force in relation to dealings in shares or other securities of PubCo or any company in the Company Group.
(b) Company Shares. The Executive shall promptly notify the Designated Person (as specified under the Dealing/Trading Policies) of:
(i) the details, set forth in writing, of any dealings in shares of PubCo by the Executive or any person connected to the Executive, of which PubCo or the Company is required by law, regulation or otherwise to be notified; and
(ii) all relevant information relating to the Executive or any such connected person of which PubCo or the Company is required to notify to London Stock Exchange plc in accordance with or pursuant to the AIM Rules.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| | | | | |
| Forbes Tate Partners LLC |
| By: | |
| /s/ Zach Williams |
| Name: Zach Williams |
| Title: Managing Partner |
| | | | | |
| Public Policy Holding Company, Inc., with respect to Sections 6A and 9 only |
| |
| By: | /s/ G. Stewart Hall |
| Name: G. Stewart Hall |
| Title: Chief Executive Officer, PPHC |
| | | | | |
| EXECUTIVE |
| |
| /s/ Daniel Tate |
| Daniel Tate |
IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, Daniel Tate, hereby transfers, assigns and conveys unto Public Policy Holding Company, Inc. (the “Corporation”) ( ) shares of
Common Stock (the "Shares") of the Corporation, standing in his name on the books of the Corporation, and hereby irrevocably constitutes and appoints the Secretary of the Corporation, as his attorney-in-fact to transfer the said Shares on the books of the Corporation with full power of substitution in the premises.
| | | | | |
| /s/ Daniel Tate |
| Daniel Tate |
Dated:_____________, 2021
TEMPLATE MATERIALS
ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE
As referenced in Section 6A(e) of the Agreement, the following are template materials for making an election under Section 83(b) of the Code. The Executive acknowledges that he or she may consult with his or her tax advisor regarding the advisability of making an election under Section 83(b) of the Internal Revenue Code with respect to the Pre-IPO Shares, and that any such election must be made within 30 days after the Pre-IPO Shares are issued to the Executive.
Election Pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as Amended
The undersigned hereby makes an election, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the property described below and supplies the following information in accordance with Treas. Reg. §1.83-2(e):
1. The name, address, and taxpayer identification number of the Taxpayer:
Name: ___________________________________
Address: __________________________________
Social Security Number: __________________
2. A description of the property with respect to which the election is being
made:
The property with respect to which the election is made is [___________] shares of
common stock (the “Stock”) of Public Policy Holding Company, Inc. (the “Company”).
3. The date on which the property was transferred and the taxable year in
which such election was made:
The date on which the Stock was transferred to the Taxpayer is [__________], 2021]
(the “Grant Date”). The taxable year to which this election relates is calendar year 2021.
4. The nature of the restriction to which the property is subject:
The property is subject to restrictions in that the property is not transferable and is subject to a substantial risk of forfeiture until the Taxpayer vests in the property in accordance with the provisions of the Taxpayer’s employment agreement with Forbes Tate Partners LLC dated August 2, 2021.
The Stock vests over a five-year period, with 20% vesting upon each of the first five anniversaries of the Company’s initial public offering, provided Taxpayer remains an employee of the Company (or an affiliate thereof) on any such vesting date.
Any nonvested Stock is forfeited upon termination of employment of Taxpayer from Forbes Tate Partners LLC.
The Taxpayer believes that the above restrictions constitute a substantial risk of forfeiture.
5. The fair market value at the time of transfer (determined without regard
to any restriction other than a restriction which by its terms will never lapse) of the property with respect to which the election is being made:
The fair market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the Stock with respect to which this election is being made is [$__________].
6. The amount (if any) paid for such property:
The Taxpayer exchanged interests in Public Policy Holding Company, LLC with a value of [$_________] for the Stock.
7. Copies Furnished:
A copy of this statement has been furnished to Public Policy Holding Company Inc., the entity for which services are performed (the employer).
Date:
PRIVILEGED AND CONFIDENTIAL – 2/12/2021
TEMPLATE PPHC PUBCO/OPCO EXECUTIVE EMPLOYMENT AGREEMENT
Letter for filing §83(b) Election Form
Date: ______________
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Internal Revenue Service Center
[**Address**] [**the Service Center to which individual income tax return is filed**]
Re: 83(b) Election of [________] Shares of Common Stock of Public Policy
Holding Company, Inc.
Social Security Number: ____________________
Dear Sir/Madam:
Enclosed is an election under §83(b) of the Internal Revenue Code of 1986 with respect to certain shares of common stock of Public Policy Holding Company, Inc., that were transferred to me on [_________].
Please file this election.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the “Agreement”) is effective as of July 1, 2024 (the “Effective Date”), by and between PUBLIC POLICY HOLDING COMPANY, INC., a Delaware limited liability company (the “Company”), and WILLIAM CHESS (the “Consultant,” and, together with the Company, the “Parties”).
WHEREAS, Company and its affiliates currently are engaged in the business of owning, operating and developing, directly or indirectly through operating subsidiaries, the following lines of business: (i) government relations and public relations (including, without limitation, consulting, polling, research and communication); (ii) advertising services (including, without limitation, media advertising, media planning and investment); (iii) marketing services (including, without limitation, research, promotions and branding/identity); and (iv) communications services (including, without limitation, corporate, healthcare and other specialty communications) and customer relationship management (collectively, the “Business”); and
WHEREAS, the Company desires to engage the Consultant to provide, and the Consultant has agreed to provide, the “Consulting Services” (as defined herein) to the Company on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
ARTICLE 1
CONSULTING SERVICES AND COMPENSATION
1.1 Consulting Services. During the “Term” (as defined in Section 2.1 hereof), Consultant agrees to provide to Company, and Company agrees to engage Consultant to provide to Company, consulting services (including, for example, strategic planning and implementation), up to Twenty (20) hours monthly, at the request of the Company’s Chief Executive Officer or his designee (collectively, the “Consulting Services”), on the terms and subject to the conditions set forth in this Agreement.
1.2 Compensation; Expenses. As full consideration for the Consulting Services provided by Consultant hereunder, Company agrees to pay a consulting fee to Consultant in the amount of $10,000.00 monthly (pro-rated on a daily basis for any partial calendar month during the Term), in arrears (the “Consulting Fee”). In addition to the Consulting Fee, Company agrees to pay (or reimburse Consultant for) reasonable out-of-pocket travel and other expenses actually paid or incurred by Consultant in connection with the Consulting Services (“Third Party Expenses”); provided, however, that (i) all Third Party Expenses shall be subject to prior written approval of Company; and (ii) Consultant shall submit to Company such statements and other evidence supporting such Third Party Expenses as Company may reasonably require. Company shall pay (or reimburse Consultant) for such Third Party Expenses within thirty (30) days after Consultant provides an invoice therefor (with reasonable supporting documentation).
ARTICLE 2
TERM AND TERMINATION
2.1 Term. The term of this Agreement (the “Term”) shall commence as of the Effective Date and shall continue until the earlier of (i) December 31,2024, or (ii) the effective date as of which Consultant or Company elects to terminate this Agreement for any or no reason, such election to be by
notice thereof from the terminating Party to the other Party at least thirty (30) days prior to the effective date of such termination. The Term may be extended at any time during the Term upon mutual written agreement of the Parties.
2.2 Effect of Termination. Immediately following the termination of this Agreement, Company agrees to pay Consultant such portion of the Consulting Fee (if any) due and payable hereunder for all Consulting Services rendered through the effective date of such termination. Notwithstanding anything herein to the contrary, Articles 3 and 4 hereof shall survive the expiration or termination of this Agreement.
ARTICLE 3
OTHER OBLIGATIONS
3.1 Confidentiality.
(a) From and after the Effective Date, Consultant shall hold, and shall cause Consultant’s employees, contractors, managers, owners, affiliates, agents and representatives (collectively, “Representatives”) to hold, in confidence, and not disclose or use, any and all information, whether written or oral, concerning the Company and its affiliates, and their respective businesses, operations, customers, assets and liabilities, except to the extent that such information (a) is generally available to and known by the public through no fault of Consultant or any Representative; or (b) is lawfully acquired by Consultant or any Representative from and after the Effective Date from sources (other than the Company and its affiliates) which are not prohibited from disclosing such information by any legal, contractual or fiduciary obligation. If Consultant or any Representative is compelled to disclose any information by judicial or administrative process or by other requirements of law, Consultant shall promptly notify Company in writing and shall disclose only that portion of such information which Consultant is advised by Consultant’s counsel in writing is legally required to be disclosed, provided that Consultant shall use commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.
(b) As more fully described in the next sentence hereof, the continuing confidentiality obligations under this Section 3.1 do not prohibit the Consultant from disclosing Confidential Information to a federal, state or local government official or to an attorney, in each case, for the purpose of reporting or investigating a violation of law, or in a court filing under seal. Accordingly, the Consultant hereby acknowledges and understands that pursuant to the Defend Trade Secrets Act of 2016, the Consultant has been advised that the Consultant has immunity from being held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(c) Consultant acknowledges that a breach or threatened breach of this Section 3.1 would give rise to irreparable harm to Company for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Consultant of any such obligations, Company shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). Consultant acknowledges that the restrictions contained in this Section 3.1 are reasonable and necessary to protect the legitimate interests of Company and constitute a material inducement to Company to enter into this Agreement. In the event that any
covenant contained in this Section 3.1 should ever be adjudicated to exceed the limitations permitted by applicable law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum limitations permitted by applicable law.
3.2 [Reserved 1
3.3 Indemnification.
(a) Company shall, at its own expense, subject to the limitations set forth in this Section 3.3, indemnify, defend, and hold harmless Consultant and Consultant’s heirs, beneficiaries, agents, representatives, successors and assigns (collectively, the “Consultant Indemnified Parties”), from and against any and all allegations, threats, claims, suits, proceedings, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) (collectively “Claims”) relating to or arising from (i) any breach by Company of its obligations set forth in this Agreement, and/or (ii) Company’s gross negligence or willful misconduct in connection with the Business.
(b) Consultant shall, at Consultant’s own expense, subject to the limitations set forth in this Section 3.4, indemnify, defend, and hold harmless Company and its members and affiliates, and their respective officers, directors, managers, agents, representatives, clients, successors and assigns (collectively, the “Company Indemnified Parties”) from and against any and all Claims relating to or arising from (i) any breach by Consultant of Consultant’s obligations set forth in this Agreement (including, without limitation, Consultant’s representations and warranties set forth in Section 4.1 hereof), and/or (ii) Consultant’s gross negligence or willful misconduct in connection with the Consulting Services.
(c) In the event of a potential indemnity obligation under this Section 3.3, the indemnified Party shall (a) notify the indemnifying Party in writing of such Claim; (b) allow the indemnifying Party to have sole control of its defense and settlement of any third party Claim; and (c) upon request of the indemnifying party, cooperate in all reasonable respects, at the indemnifying party’s cost and expense, with the indemnifying party in the investigation, trial, and defense of such third party Claim and any appeal arising therefrom. Failure to notify the indemnifying Party of such third party Claim shall not relieve such indemnifying Party of its obligations under this Section 3.4, but such Claim shall be reduced to the extent of any damages attributable to such failure. The indemnifying Party shall not enter into any settlement or compromise without first obtaining the indemnified Party’s consent, which consent shall not be unreasonably withheld.
(d) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR SIMILAR DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
ARTICLE 4
MISCELLANEOUS
4.1 Relationship of the Parties; Consultant Representations.
(a) Nothing herein shall constitute or be deemed to constitute a joint venture, association, partnership, agency or other relationship between the Parties or to impose any obligation or liability upon
either of the Parties based on such relationship. In rendering the Consulting Services hereunder, Consultant is acting solely as an independent contractor and not as an agent, employee or partner of Company for any purpose. Consultant has no authority to bind Company in any contractual manner nor to represent to others that the relationship between Company and Consultant is other than as stated herein. Consultant shall be solely responsible for the filing of all tax returns and the payment of all federal, state and local income, payroll and withholding taxes on all compensation payable to Consultant.
(b) Consultant hereby represents and warrants to Company that Consultant is not a party to any other written or oral agreement that may restrict or adversely impact Consultant’s ability to enter into this Agreement and/or perform Consultant’s duties hereunder. Consultant agrees that Company is relying on the foregoing representations and warranties in entering into this Agreement.
4.2 Entire Agreement. This Agreement embodies the entire agreement and understanding of the Parties with respect to the Consulting Services and supersedes all other prior and contemporaneous commitments, arrangements, agreements and/or understandings, both oral and written, between the Parties with respect to such Consulting Services.
4.3 Governing Law; Disputes. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law. The State or Federal Courts located within the State of Delaware shall have jurisdiction over any and all disputes between the Parties hereto, whether in law or equity, arising out of or relating to this Agreement and the agreements, instruments and documents contemplated hereby, and the Parties consent to and agree to submit to the jurisdiction of such courts. Each of the Parties hereby waives and agrees not to assert in any such dispute, to the fullest extent permitted by applicable law, any claim that (i) such Party is not personally subject to the jurisdiction of such courts, (ii) such Party and such Party’s property is immune from any legal process issued by such courts or (iii) any litigation or other proceeding commenced in such courts is brought in an inconvenient forum. The Parties hereby agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 4.4 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
4.4 Notices. Any notices or other communications required or permitted hereunder shall be in writing and sent to the appropriate addresses designated below (or to such other address or addresses as may hereafter be furnished by one Party to the other Party in compliance with the terms hereof), by hand delivery, by email to the respective email addresses (if any) designated below (with electronic confirmation of delivery), by UPS or FedEx next-day service, or by registered or certified mail, return receipt requested, postage prepaid:
If to Consultant:
William Chess
Address: 22 Darby Road, East Brunswick, NJ 08816
Email: bill.chessl@outlook.com
If to Company:
Public Policy Holding Company, Inc.
Address; 800 N. Capitol St., Suite 800, Washington, DC20002
Email: notices@pphcompany.com
4.5 Waiver and Amendment No waiver, amendment, modification or change of any provision of this Agreement shall be effective unless and until made in writing and signed by the Parties. No waiver, forbearance or failure by any Party of its rights to enforce any provision of this Agreement shall constitute a waiver or estoppel of such Party’s right to enforce any other provision of this Agreement or a continuing waiver by such Party of compliance with any provision.
4.6 Severability. Without limiting anything in Section 3.1 hereof, each provision of this Agreement shall be considered separable and enforceable to the fullest extent allowed by law. If any such provision is held by a court of competent jurisdiction to be invalid, void or unenforceable, such determination shall not affect, impair or invalidate the remaining provisions, all of which shall remain in full force and effect. In addition, such invalid, void or unenforceable provision shall be deemed modified and revised with retroactive effect to render such provision valid and enforceable, and such provision shall be enforced as modified and revised. If the court having jurisdiction will not modify and revise such provision, the Parties hereto shall mutually agree to a modification and revision having an effect as close as permitted by applicable law to the provision declared invalid, void or unenforceable.
4.7 Construction; Counterparts. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. This Agreement may be executed in any number of counterparts (which may be by facsimile) each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
4.8 Assignment; No Third Party Beneficiaries. This Agreement may not be assigned (whether by operation of law or otherwise) by any Party without the prior written consent of the other Party. Except for the Consultant Indemnified Parties and the Company Indemnified Parties, in each case, with respect to Section 3.3 hereof, this Agreement shall not benefit or create any right of action in or on behalf of any Person other than the Parties hereto; provided, however, that this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties’ respective successors and permitted assigns.
4.9 Representation by Counsel. Consultant acknowledges that (i) such Party has read this Agreement in its entirety and understands all of its terms and conditions, (ii) such Party has had the opportunity to consult with any individuals of such Party’s choice regarding such Party’s agreement to the provisions contained herein, including legal counsel of such Party’s choice, and any decision not to was such Party’s alone, and (iii) such Party is entering into this Agreement of such Party’s own free will, without coercion from any source.
[Signatures appear on following page]
IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused this Agreement to be executed by a duly authorized officer, as of the Effective Date.
| | | | | | | | |
| CONSULTANT |
| | |
| /s/ William Chess | |
| William Chess | |
| | |
| | |
| COMPANY |
| | |
| PUBLIC POLICY HOLDING COMPANY, INC. |
| | |
| By: | /s/ Stewart Hall | |
| Stewart Hall, CEO | |
[Signature Page to Consulting Agreement (Chess)]
The Directors
Public Policy Holding Company, Inc.
800 North Capitol St. NW
Suite 800 Washington
DC 20002
United States of America
Simon Lee
Barnes Street House
Golden Green
Kent
TN11 0LB
United Kingdom
13 December 2021
Dear Simon Lee
Public Policy Holding Company, Inc. (the "Company")
I am writing to set out the terms of your appointment as non-executive chair of the Board of the Company which have been agreed by the board of directors of the Company (the "Board"). It is agreed that this is a contract for services and is not a contract of employment, and nothing in this letter shall make you an employee, worker, agent or partner of the Company and you shall not hold yourself out as such.
1. Appointment
Your term of appointment hereunder shall begin on the date hereof and will continue until the Company's next annual meeting of stockholders (“AGM”), your removal by the stockholders of the Company or yourself pursuant to a resignation provided on three months' prior written notice.
Your appointment is subject to the Company's certificate of incorporation and its bylaws as amended or supplemented from time to time (the "Constitutional Documents"). Nothing in this letter shall be taken to exclude or vary the terms of the Constitutional Documents as they apply to you as a director of the Company, or your duties as a director under Delaware law, the Company’s jurisdiction of incorporation. Pursuant to the Constitutional Documents and Delaware law, you will be subject to election by the shareholders at the Company's next AGM and at subsequent AGMs as determined in accordance with the Company's Constitutional Documents.
As the non-executive chair of the Board you are typically expected to serve two three-year terms but may be invited by the Board to serve for an additional period. Any term renewal is subject to Board review and AGM re-election. Despite any mutual expectation, the Board has no obligation to nominate you for re-election at any AGM, and the stockholders have no obligation to vote in favour of your election at any AGM.
Despite the above paragraphs, the Company may terminate its obligations under this letter on three months' prior written notice.
On termination of the Company’s obligations hereunder, you agree that you shall, at the Company's request, resign from your office as director of the Company and any offices you hold in any of the Company's group companies.
You will not be entitled to any compensation for loss of office.
2. Time Commitment
Overall you will be expected to devote such time as is necessary for the proper performance of your duties hereunder and under Delaware law. I anticipate a minimum time commitment of two days per month. This will include attendance at Board meetings, at meetings of any Board Committees to which you are appointed and the AGM. In addition, you will be expected to devote appropriate preparation time ahead of each meeting.
It is proposed, as at the commencement of your appointment, that you shall be appointed as chair of the Audit Committee, and that you shall also be appointed to the Remuneration Committee.
The nature of the role makes it impossible to be specific about the maximum time commitment. You may be required to devote additional time to the Company in respect of preparation time and ad hoc matters which may arise and particularly when the Company is undergoing a period of increased activity. At certain times it may be necessary to convene additional Board, committee or shareholder meetings.
By accepting this appointment, you have confirmed that you (i) have fully disclosed to the Board your current other significant commitments and agree to inform the Chief Executive Officer promptly of any change to these commitments; and (ii) are able to allocate sufficient time to meet the expectations of your role and to comply with your obligations under Delaware law. The agreement of the Chief Executive Officer should be sought before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company.
3. Role
Under Delaware law, non-executive directors have the same general legal duties to the Company as an executive director. The Board as a whole is collectively responsible for the success of the Company. The Board:
(a) provides entrepreneurial leadership of the Company within the framework of prudent and
effective controls which enable risks to be assessed and managed;
(b) sets the Company's strategic aims, ensures that the necessary financial and human
resources are in place for the Company to meet its objectives and reviews management performance; and
(c) sets the Company's values and standards and ensures that its obligations to its
shareholders and others are understood and met.
Each director must act in a manner that satisfies his or her duties under Delaware law. In summary, the duty of loyalty requires that each director act in good faith and in the best interest of the corporation and its stockholders in making a business decision. The duty of care requires that each director inform himself or herself prior to making a business decision of all material information reasonably available to them. This duty requires each director to proceed with a “critical eye” in assessing information. The duty of care emphasizes the importance of process over substance. A director can be wrong, as determined retroactively, in a decision he or she makes so long as he or she follows the right process in making it.
In addition to the above mentioned duties which are applicable to all directors, the role of a nonexecutive director is to bring objectivity and independence to the Board and has the following key elements:
(a) strategy – non-executive directors should constructively challenge and contribute to the
development of strategy;
(b) performance – non-executive directors should scrutinise the performance of
management in meeting agreed goals and objectives and monitor the reporting of performance;
(c) risk – non-executive directors should satisfy themselves that the Company's financial
information is accurate and that the Company's financial controls and systems of risk management are robust and defensible;
(d) people – non-executive directors are responsible for determining appropriate levels of
remuneration of executive directors and have a prime role in appointment and, where necessary, removing senior management and in succession planning;
(e) skills – devote time to developing and refreshing your knowledge and skills;
(f) values – uphold high standards of integrity and probity and support me and the other
directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond;
(g) information – insist on receiving high-quality information sufficiently in advance of board
meetings; and
(h) stakeholders' views – take into account the views of shareholders and other
stakeholders where appropriate.
You will of course be expected to comply with the principles of good corporate governance, relevant UK and US legislation and all and any guidelines issued from time to time by the Institute of Directors and/or any regulatory authority, including the rules of any stock exchange on which the Company's shares are traded.
You will also be required to comply with the Company's Policy on Dealings in Securities (the "Code"), a copy of which you acknowledge you have been provided with. The Code is separate from the insider dealing provisions contained in the Criminal Justice Act 1993 and the prohibitions on insider trading arising under the US Securities Exchange Act of 1934 and you may not at any time enter into any transaction which contravenes such provisions irrespective of whether this should also breach the Code. You may also not at any time enter into any transaction or engage in any behaviour which constitutes insider dealing, unlawful disclosure of inside information or market manipulation under the UK Market Abuse Regulation.
The above is a general overview of your duties as a non-executive director, and the nuances of your duties are based on the underlying applicable facts and your actions (or inactions) in connection therewith.
In addition, in your role as non-executive chair you should:
(a) chair the Board and stockholder meetings of the Company;
(b) set the Board’s agenda (primarily focused on strategy, performance, value creation,
culture, stakeholders and accountability) and ensure that issues relevant to these areas are reserved for board decision and adequate time is available for discussion of all agenda items, in particular strategic issues, and that debate is not truncated;
(c) create the conditions for overall board and individual director effectiveness, setting clear
expectations concerning the style and tone of Board discussions;
(d) ensure that the Board determines the nature and extent of the significant risks that the
Company is willing to embrace in implementing its strategy;
(e) ensure that the Board has effective decision-making processes and applies sufficient
challenge to major proposals;
(f) ensure that all directors are aware of their responsibilities and are able to discharge their
statutory duties;
(g) ensure that Board committees are properly structured with appropriate terms of reference
and that committee membership is periodically refreshed;
(h) hold meetings with the non-executive directors without the executives present to facilitate
a full and frank airing of views; and
(i) develop productive working relationships with all executive directors and the chief
executive to gain a detailed understanding of the business.
4. Review and Duration
Your performance, along with the rest of the Board, will be reviewed annually. If in the interim there are matters which cause you concern about your role you should discuss them with me and, if applicable, counsel. Continuation of your contract of appointment is contingent on satisfactory performance and re-election at forthcoming AGMs.
I mentioned above the provisions of the Constitutional Documents dealing with appointment and retirement of directors. Subject to these and the provisions contained in clause 1 above, there will be a discussion prior to the next occasion on which you come up for re-appointment in accordance with the Constitutional Documents and thereafter on every such occasion. If agreed and, subject to approval of shareholders, your appointment will on each such occasion be renewed until the AGM at which you next ordinarily come up for re-election. 5. Fees
Your fee as a director will be US$120,000 per annum before tax which will be paid monthly in arrears and will be subject to an annual review by the Board. The Company will reimburse you in accordance with the Constitutional Documents for all reasonable and properly documented expenses you properly incur in performing the duties of your office.
You will be solely responsible for the payment (in any jurisdiction) of any taxes and employee or national or social insurance contributions arising in respect of, or by any reason of, the payment of fees under this letter (except to the extent to which the Company has made or does make an actual deduction in respect of such liability) and you shall indemnify and keep indemnified the Company in respect of such taxes and national or social insurance together with any interest, penalties, costs or expenses incurred by the Company in connection therewith.
Your appointment will not be pensionable, nor will you participate in any of the Company's incentive schemes for the benefit of employees.
Expenses reimbursed may include reasonable travel and accommodation expenses and reasonable legal and other fees if circumstances should arise in which it was necessary for you to seek
independent advice about the performance of your duties. The circumstances in which this might occur may be problematic and, if you are minded to seek such advice, I would expect you to discuss the issue in advance either with me or, in my absence, another of the Company's non-executive directors before taking such advice.
On termination of the appointment, you will only be entitled to fees accrued up to the date of termination together with reimbursement of any expenses properly incurred prior to that date.
6. Outside Interests
It is understood that you may have business interests other than those of the Company. However, you should not, without the prior consent of the Board accept any appointment which might involve a direct or indirect conflict of interest between the Company or any of its subsidiary undertakings (together the "Group") and any other duties or interests which you have. If you anticipate that any possible conflict might arise, you will be expected to discuss the matter with me or another of the non-executive directors in advance so we may seek an appropriate solution. Further, in the event that you become aware at any time of any potential conflicts of interest that you may have, these should be disclosed to the Chief Executive Officer of the Board as soon as apparent.
7. Insurance and Indemnity
The Company has directors' and officers' liability insurance and it intends to maintain such cover for the period of your appointment. If you would like a copy of the policy document, please let me know. In addition, the Constitutional Documents will require indemnification for directors and officers (including advancement of expenses) to the maximum extent permitted by Delaware law. This means a director will be indemnified if he or she acts in good faith and in a manner he or she reasonably believes to be in, or not opposed to, the best interests of the Company.
8. Confidential Information
During the course of your appointment you will come into possession of trade secrets and confidential information relating to the business and finances, and products of the Company and other companies in the Group. This confidential information is and remains the property of the Company, any Group company and/or its or their clients, employers or suppliers. You should not of course either during the course of your appointment or at any time after its termination for any reason use, other than for the purposes of the Company or any company in the Group, or disclose to any person or persons whatsoever, any such confidential or secret information or any other confidential or secret information which may have come to your knowledge during the term of and as a result of your appointment. This restriction does not apply to information which has come into the public domain other than as a result of your failure to observe the confidentiality provisions set out herein or to the extent that such information is required to be disclosed: (i) by any applicable law, regulation or court order; or (ii) to any applicable regulatory authority that requires it.
In addition, your duties under Delaware contemplate a duty of confidentiality, which requires that directors maintain confidentiality with respect to material non-public information about the Company and its performance.
At the termination of your appointment you will surrender and deliver up to the Company all confidential information you possess and, at the election of the Company, expunge all confidential
information from any computer or other similar device into which it was programmed and destroy all notes or memoranda containing confidential information in your possession or control.
Your attention is also drawn to the requirements both under legislation and regulation as to the disclosure of inside information and price sensitive information. Consequently you should avoid making any statements that might risk a breach of these requirements without prior clearance from the Board.
You hereby waive, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” in respect of all copyright works created by you in the course of performing your duties hereunder.
9. Data Protection
You acknowledge that the Company (and where relevant the Group), will process personal data (including, where necessary, sensitive personal data) in relation to you, both inside and (if it is necessary or desirable for the Company to do so) outside the European Economic Area. The reasons for carrying out such processing are for the proper administration and management of your appointment as a non-executive director of the Company, to perform under this letter, and to comply with legal and regulatory obligations. Your personal data (including, where appropriate, sensitive personal data) may be disclosed to regulatory bodies, government agencies and other third parties as required by law or for administration purposes.
You agree to keep the Company informed of any changes to your personal data about you and to comply with all relevant data protection legislation.
10. Miscellaneous
Please let me know if you have any questions about any of the matters raised in this letter. In any event, I should be grateful if you would return to me the enclosed copy signed to acknowledge receipt and acceptance of the arrangements set out here.
The terms of this letter supersede all previous arrangements between you and the Company or any Group company regarding your appointment as a non-executive director of the Company.
This letter may be executed in any number of counterparts but shall not take effect until each party has executed at least one counterpart. Each counterpart when executed shall constitute an original but all the counterparts shall together constitute a single and the same agreement.
In the event of any conflict between the terms of the Constitutional Documents and the provisions of this letter, the Constitutional Documents shall prevail.
This letter and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America, the United Kingdom or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this letter, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
Yours sincerely
| | | | | | | | | | | |
| /s/ Stewart Hall | | | |
| Stewart Hall | | | |
| Chief Executive Officer | | | |
I hereby acknowledge receipt of and accept the terms set out in this letter.
| | | | | | | | |
| Signed | /s/ Simon Lee | |
| | |
| Simon Lee | |
The Directors
Public Policy Holding Company, Inc.
800 North Capitol St. NW
Suite 800 Washington
DC 20002
United States of America
Kimberly White
930 Fifth Ave., Apt. 7H
New York
NY 10021
United States of America
13 December 2021
Dear Kimberly White
Public Policy Holding Company, Inc. (the "Company")
I am writing to set out the terms of your appointment as a non-executive director of the Company which have been agreed by the board of directors of the Company (the "Board"). It is agreed that this is a contract for services and is not a contract of employment, and nothing in this letter shall make you an employee, worker, agent or partner of the Company and you shall not hold yourself out as such.
1. Appointment
Your term of appointment hereunder shall begin on the date hereof and will continue until the Company's next annual meeting of stockholders (“AGM”), your removal by the stockholders of the Company or yourself pursuant to a resignation provided on three months' prior written notice.
Your appointment is subject to the Company's certificate of incorporation and its bylaws as amended or supplemented from time to time (the "Constitutional Documents"). Nothing in this letter shall be taken to exclude or vary the terms of the Constitutional Documents as they apply to you as a director of the Company, or your duties as a director under Delaware law, the Company’s jurisdiction of incorporation. Pursuant to the Constitutional Documents and Delaware law, you will be subject to election by the shareholders at the Company's next AGM and at subsequent AGMs as determined in accordance with the Company's Constitutional Documents.
As a non-executive director of the Board you are typically expected to serve two three-year terms but may be invited by the Board to serve for an additional period. Any term renewal is subject to Board review and AGM re-election. Despite any mutual expectation, the Board has no obligation to nominate you for re-election at any AGM, and the stockholders have no obligation to vote in favour of your election at any AGM.
Despite the above paragraphs, the Company may terminate its obligations under this letter on three months' prior written notice.
On termination of the Company’s obligations hereunder, you agree that you shall, at the Company's request, resign from your office as director of the Company and any offices you hold in any of the Company's group companies.
You will not be entitled to any compensation for loss of office.
2. Time Commitment
Overall you will be expected to devote such time as is necessary for the proper performance of your duties hereunder and under Delaware law. I anticipate a minimum time commitment of two days per month. This will include attendance at Board meetings, at meetings of any Board Committees to which you are appointed and the AGM. In addition, you will be expected to devote appropriate preparation time ahead of each meeting.
It is proposed, as at the commencement of your appointment, that you shall be appointed as chair of the Remuneration Committee and that you shall also be appointed to the Audit Committee.
The nature of the role makes it impossible to be specific about the maximum time commitment. You may be required to devote additional time to the Company in respect of preparation time and ad hoc matters which may arise and particularly when the Company is undergoing a period of increased activity. At certain times it may be necessary to convene additional Board, committee or shareholder meetings.
By accepting this appointment, you have confirmed that you (i) have fully disclosed to the Board your current other significant commitments and agree to inform the chairman of the Board promptly of any change to these commitments; and (ii) are able to allocate sufficient time to meet the expectations of your role and to comply with your obligations under Delaware law. The agreement of the Chairman of the Board should be sought before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company.
3. Role
Under Delaware law, non-executive directors have the same general legal duties to the Company as an executive director. The Board as a whole is collectively responsible for the success of the Company. The Board:
(a) provides entrepreneurial leadership of the Company within the framework of prudent and
effective controls which enable risks to be assessed and managed;
(b) sets the Company's strategic aims, ensures that the necessary financial and human
resources are in place for the Company to meet its objectives and reviews management performance; and
(c) sets the Company's values and standards and ensures that its obligations to its
shareholders and others are understood and met.
Each director must act in a manner that satisfies his or her duties under Delaware law. In summary, the duty of loyalty requires that each director act in good faith and in the best interest of the corporation and its stockholders in making a business decision. The duty of care requires that each director inform himself or herself prior to making a business decision of all material information reasonably available to them. This duty requires each director to proceed with a “critical eye” in assessing information. The duty of care emphasizes the importance of process over substance. A director can be wrong, as determined retroactively, in a decision he or she makes so long as he or she follows the right process in making it.
In addition to the above mentioned duties which are applicable to all directors, the role of a non-executive director is to bring objectivity and independence to the Board and has the following key elements:
(a) strategy – non-executive directors should constructively challenge and contribute to the
development of strategy;
(b) performance – non-executive directors should scrutinise the performance of
management in meeting agreed goals and objectives and monitor the reporting of performance;
(c) risk – non-executive directors should satisfy themselves that the Company's financial
information is accurate and that the Company's financial controls and systems of risk management are robust and defensible;
(d) people – non-executive directors are responsible for determining appropriate levels of
remuneration of executive directors and have a prime role in appointment and, where necessary, removing senior management and in succession planning;
(e) skills – devote time to developing and refreshing your knowledge and skills;
(f) values – uphold high standards of integrity and probity and support me and the other
directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond;
(g) information – insist on receiving high-quality information sufficiently in advance of board
meetings; and
(h) stakeholders' views – take into account the views of shareholders and other
stakeholders where appropriate.
You will of course be expected to comply with the principles of good corporate governance, relevant UK and US legislation and all and any guidelines issued from time to time by the Institute of Directors and/or any regulatory authority, including the rules of any stock exchange on which the Company's shares are traded.
You will also be required to comply with the Company's Policy on Dealings in Securities (the "Code"), a copy of which you acknowledge you have been provided with. The Code is separate from the insider dealing provisions contained in the Criminal Justice Act 1993 and the prohibitions on insider trading arising under the US Securities Exchange Act of 1934 and you may not at any time enter into any transaction which contravenes such provisions irrespective of whether this should also breach the Code. You may also not at any time enter into any transaction or engage in any behaviour which constitutes insider dealing, unlawful disclosure of inside information or market manipulation under the UK Market Abuse Regulation.
The above is a general overview of your duties as a non-executive director, and the nuances of your duties are based on the underlying applicable facts and your actions (or inactions) in connection therewith.
4. Review and Duration
Your performance, along with the rest of the Board, will be reviewed annually. If in the interim there are matters which cause you concern about your role you should discuss them with me and, if applicable, counsel. Continuation of your contract of appointment is contingent on satisfactory performance and re-election at forthcoming AGMs.
I mentioned above the provisions of the Constitutional Documents dealing with appointment and retirement of directors. Subject to these and the provisions contained in clause 1 above, there will be a discussion prior to the next occasion on which you come up for re-appointment in accordance with
the Constitutional Documents and thereafter on every such occasion. If agreed and, subject to approval of shareholders, your appointment will on each such occasion be renewed until the AGM at which you next ordinarily come up for re-election.
5. Fees
Your fee as a director will be US$80,000 per annum before tax which will be paid monthly in arrears and will be subject to an annual review by the Board. The Company will reimburse you in accordance with the Constitutional Documents for all reasonable and properly documented expenses you properly incur in performing the duties of your office.
You will be solely responsible for the payment (in any jurisdiction) of any taxes and employee or national or social insurance contributions arising in respect of, or by any reason of, the payment of fees under this letter (except to the extent to which the Company has made or does make an actual deduction in respect of such liability) and you shall indemnify and keep indemnified the Company in respect of such taxes and national or social insurance together with any interest, penalties, costs or expenses incurred by the Company in connection therewith.
Your appointment will not be pensionable, nor will you participate in any of the Company's incentive schemes for the benefit of employees.
Expenses reimbursed may include reasonable travel and accommodation expenses and reasonable legal and other fees if circumstances should arise in which it was necessary for you to seek independent advice about the performance of your duties. The circumstances in which this might occur may be problematic and, if you are minded to seek such advice, I would expect you to discuss the issue in advance either with me or, in my absence, another of the Company's non-executive directors before taking such advice.
On termination of the appointment, you will only be entitled to fees accrued up to the date of termination together with reimbursement of any expenses properly incurred prior to that date.
6. Outside Interests
It is understood that you may have business interests other than those of the Company. However, you should not, without the prior consent of the Board accept any appointment which might involve a direct or indirect conflict of interest between the Company or any of its subsidiary undertakings (together the "Group") and any other duties or interests which you have. If you anticipate that any possible conflict might arise, you will be expected to discuss the matter with me or another of the non-executive directors in advance so we may seek an appropriate solution. Further, in the event that you become aware at any time of any potential conflicts of interest that you may have, these should be disclosed to the Chairman of the Board as soon as apparent.
7. Insurance and Indemnity
The Company has directors' and officers' liability insurance and it intends to maintain such cover for the period of your appointment. If you would like a copy of the policy document, please let me know. In addition, the Constitutional Documents will require indemnification for directors and officers (including advancement of expenses) to the maximum extent permitted by Delaware law. This means a director will be indemnified if he or she acts in good faith and in a manner he or she reasonably believes to be in, or not opposed to, the best interests of the Company.
8. Confidential Information
During the course of your appointment you will come into possession of trade secrets and confidential information relating to the business and finances, and products of the Company and other companies in the Group. This confidential information is and remains the property of the Company, any Group company and/or its or their clients, employers or suppliers. You should not of course either during the course of your appointment or at any time after its termination for any reason use, other than for the purposes of the Company or any company in the Group, or disclose to any person or persons whatsoever, any such confidential or secret information or any other confidential or secret information which may have come to your knowledge during the term of and as a result of your appointment. This restriction does not apply to information which has come into the public domain other than as a result of your failure to observe the confidentiality provisions set out herein or to the extent that such information is required to be disclosed: (i) by any applicable law, regulation or court order; or (ii) to any applicable regulatory authority that requires it.
In addition, your duties under Delaware contemplate a duty of confidentiality, which requires that directors maintain confidentiality with respect to material non-public information about the Company and its performance.
At the termination of your appointment you will surrender and deliver up to the Company all confidential information you possess and, at the election of the Company, expunge all confidential information from any computer or other similar device into which it was programmed and destroy all notes or memoranda containing confidential information in your possession or control.
Your attention is also drawn to the requirements both under legislation and regulation as to the disclosure of inside information and price sensitive information. Consequently you should avoid making any statements that might risk a breach of these requirements without prior clearance from the Board.
You hereby waive, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” in respect of all copyright works created by you in the course of performing your duties hereunder.
9. Data Protection
You acknowledge that the Company (and where relevant the Group), will process personal data (including, where necessary, sensitive personal data) in relation to you, both inside and (if it is necessary or desirable for the Company to do so) outside the European Economic Area. The reasons for carrying out such processing are for the proper administration and management of your appointment as a non-executive director of the Company, to perform under this letter, and to comply with legal and regulatory obligations. Your personal data (including, where appropriate, sensitive personal data) may be disclosed to regulatory bodies, government agencies and other third parties as required by law or for administration purposes.
You agree to keep the Company informed of any changes to your personal data about you and to comply with all relevant data protection legislation.
10. Miscellaneous
Please let me know if you have any questions about any of the matters raised in this letter. In any event, I should be grateful if you would return to me the enclosed copy signed to acknowledge receipt and acceptance of the arrangements set out here.
The terms of this letter supersede all previous arrangements between you and the Company or any Group company regarding your appointment as a non-executive director of the Company.
This letter may be executed in any number of counterparts but shall not take effect until each party has executed at least one counterpart. Each counterpart when executed shall constitute an original but all the counterparts shall together constitute a single and the same agreement.
In the event of any conflict between the terms of the Constitutional Documents and the provisions of this letter, the Constitutional Documents shall prevail.
This letter and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America, the United Kingdom or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this letter, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
Yours sincerely
| | |
| /s/ Stewart Hall |
| Stewart Hall |
| Chief Executive Officer |
I hereby acknowledge receipt of and accept the terms set out in this letter.
| | | | | |
| Signed | /s/ Kimberly White |
| |
| Kimberly White |
The Directors
Public Policy Holding Company, Inc.
800 North Capitol St. NW
Suite 800 Washington
DC 20002
United States of America
Benjamin Ginsberg
2836 Allendale Place. NW
Washington
DC 20008
United States of America
13 December 2021
Dear Benjamin Ginsberg
Public Policy Holding Company, Inc. (the "Company")
I am writing to set out the terms of your appointment as a non-executive director of the Company which have been agreed by the board of directors of the Company (the "Board"). It is agreed that this is a contract for services and is not a contract of employment, and nothing in this letter shall make you an employee, worker, agent or partner of the Company and you shall not hold yourself out as such.
1. Appointment
Your term of appointment hereunder shall begin on the date hereof and will continue until the Company's next annual meeting of stockholders (“AGM”), your removal by the stockholders of the Company or yourself pursuant to a resignation provided on three months' prior written notice.
Your appointment is subject to the Company's certificate of incorporation and its bylaws as amended or supplemented from time to time (the "Constitutional Documents"). Nothing in this letter shall be taken to exclude or vary the terms of the Constitutional Documents as they apply to you as a director of the Company, or your duties as a director under Delaware law, the Company’s jurisdiction of incorporation. Pursuant to the Constitutional Documents and Delaware law, you will be subject to election by the shareholders at the Company's next AGM and at subsequent AGMs as determined in accordance with the Company's Constitutional Documents.
As a non-executive director of the Board you are typically expected to serve two three-year terms but may be invited by the Board to serve for an additional period. Any term renewal is subject to Board review and AGM re-election. Despite any mutual expectation, the Board has no obligation to nominate you for re-election at any AGM, and the stockholders have no obligation to vote in favour of your election at any AGM.
Despite the above paragraphs, the Company may terminate its obligations under this letter on three months' prior written notice.
On termination of the Company’s obligations hereunder, you agree that you shall, at the Company's request, resign from your office as director of the Company and any offices you hold in any of the Company's group companies.
You will not be entitled to any compensation for loss of office.
2. Time Commitment
Overall you will be expected to devote such time as is necessary for the proper performance of your duties hereunder and under Delaware law. I anticipate a minimum time commitment of two days per month. This will include attendance at Board meetings, at meetings of any Board Committees to which you are appointed and the AGM. In addition, you will be expected to devote appropriate preparation time ahead of each meeting.
It is proposed, as at the commencement of your appointment, that you shall be appointed to the Audit Committee and the Remuneration Committee.
The nature of the role makes it impossible to be specific about the maximum time commitment. You may be required to devote additional time to the Company in respect of preparation time and ad hoc matters which may arise and particularly when the Company is undergoing a period of increased activity. At certain times it may be necessary to convene additional Board, committee or shareholder meetings.
By accepting this appointment, you have confirmed that you (i) have fully disclosed to the Board your current other significant commitments and agree to inform the chairman of the Board promptly of any change to these commitments; and (ii) are able to allocate sufficient time to meet the expectations of your role and to comply with your obligations under Delaware law. The agreement of the Chairman of the Board should be sought before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company.
3. Role
Under Delaware law, non-executive directors have the same general legal duties to the Company as an executive director. The Board as a whole is collectively responsible for the success of the Company. The Board:
(a) provides entrepreneurial leadership of the Company within the framework of
prudent and effective controls which enable risks to be assessed and managed;
(b) sets the Company's strategic aims, ensures that the necessary financial and human
resources are in place for the Company to meet its objectives and reviews management performance; and
(c) sets the Company's values and standards and ensures that its obligations to its
shareholders and others are understood and met.
Each director must act in a manner that satisfies his or her duties under Delaware law. In summary, the duty of loyalty requires that each director act in good faith and in the best interest of the corporation and its stockholders in making a business decision. The duty of care requires that each director inform himself or herself prior to making a business decision of all material information reasonably available to them. This duty requires each director to proceed with a “critical eye” in assessing information. The duty of care emphasizes the importance of process over substance. A director can be wrong, as determined retroactively, in a decision he or she makes so long as he or she follows the right process in making it.
In addition to the above mentioned duties which are applicable to all directors, the role of a non-executive director is to bring objectivity and independence to the Board and has the following key elements:
(a) strategy – non-executive directors should constructively challenge and contribute to the
development of strategy;
(b) performance – non-executive directors should scrutinise the performance of
management in meeting agreed goals and objectives and monitor the reporting of performance;
(c) risk – non-executive directors should satisfy themselves that the Company's financial
information is accurate and that the Company's financial controls and systems of risk management are robust and defensible;
(d) people – non-executive directors are responsible for determining appropriate levels of
remuneration of executive directors and have a prime role in appointment and, where necessary, removing senior management and in succession planning;
(e) skills – devote time to developing and refreshing your knowledge and skills;
(f) values – uphold high standards of integrity and probity and support me and the other
directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond;
(g) information – insist on receiving high-quality information sufficiently in advance of board
meetings; and
(h) stakeholders' views – take into account the views of shareholders and other
stakeholders where appropriate.
You will of course be expected to comply with the principles of good corporate governance, relevant UK and US legislation and all and any guidelines issued from time to time by the Institute of Directors and/or any regulatory authority, including the rules of any stock exchange on which the Company's shares are traded.
You will also be required to comply with the Company's Policy on Dealings in Securities (the "Code"), a copy of which you acknowledge you have been provided with. The Code is separate from the insider dealing provisions contained in the Criminal Justice Act 1993 and the prohibitions on insider trading arising under the US Securities Exchange Act of 1934 and you may not at any time enter into any transaction which contravenes such provisions irrespective of whether this should also breach the Code. You may also not at any time enter into any transaction or engage in any behaviour which constitutes insider dealing, unlawful disclosure of inside information or market manipulation under the UK Market Abuse Regulation.
The above is a general overview of your duties as a non-executive director, and the nuances of your duties are based on the underlying applicable facts and your actions (or inactions) in connection therewith.
4. Review and Duration
Your performance, along with the rest of the Board, will be reviewed annually. If in the interim there are matters which cause you concern about your role you should discuss them with me and, if applicable, counsel. Continuation of your contract of appointment is contingent on satisfactory performance and re-election at forthcoming AGMs.
I mentioned above the provisions of the Constitutional Documents dealing with appointment and retirement of directors. Subject to these and the provisions contained in clause 1 above, there will be a discussion prior to the next occasion on which you come up for re-appointment in accordance with the Constitutional Documents and thereafter on every such occasion. If agreed and, subject to approval of shareholders, your appointment will on each
such occasion be renewed until the AGM at which you next ordinarily come up for re-election.
5. Fees
Your fee as a director will be US$80,000 per annum before tax which will be paid monthly in arrears and will be subject to an annual review by the Board. The Company will reimburse you in accordance with the Constitutional Documents for all reasonable and properly documented expenses you properly incur in performing the duties of your office.
You will be solely responsible for the payment (in any jurisdiction) of any taxes and employee or national or social insurance contributions arising in respect of, or by any reason of, the payment of fees under this letter (except to the extent to which the Company has made or does make an actual deduction in respect of such liability) and you shall indemnify and keep indemnified the Company in respect of such taxes and national or social insurance together with any interest, penalties, costs or expenses incurred by the Company in connection therewith.
Your appointment will not be pensionable, nor will you participate in any of the Company's incentive schemes for the benefit of employees.
Expenses reimbursed may include reasonable travel and accommodation expenses and reasonable legal and other fees if circumstances should arise in which it was necessary for you to seek independent advice about the performance of your duties. The circumstances in which this might occur may be problematic and, if you are minded to seek such advice, I would expect you to discuss the issue in advance either with me or, in my absence, another of the Company's non-executive directors before taking such advice.
On termination of the appointment, you will only be entitled to fees accrued up to the date of termination together with reimbursement of any expenses properly incurred prior to that date.
6. Outside Interests
It is understood that you may have business interests other than those of the Company. However, you should not, without the prior consent of the Board accept any appointment which might involve a direct or indirect conflict of interest between the Company or any of its subsidiary undertakings (together the "Group") and any other duties or interests which you have. If you anticipate that any possible conflict might arise, you will be expected to discuss the matter with me or another of the non-executive directors in advance so we may seek an appropriate solution. Further, in the event that you become aware at any time of any potential conflicts of interest that you may have, these should be disclosed to the Chairman of the Board as soon as apparent.
7. Insurance and Indemnity
The Company has directors' and officers' liability insurance and it intends to maintain such cover for the period of your appointment. If you would like a copy of the policy document, please let me know. In addition, the Constitutional Documents will require indemnification for directors and officers (including advancement of expenses) to the maximum extent permitted by Delaware law. This means a director will be indemnified if he or she acts in good faith and in a manner he or she reasonably believes to be in, or not opposed to, the best interests of the Company.
8. Confidential Information
During the course of your appointment you will come into possession of trade secrets and confidential information relating to the business and finances, and products of the Company and other companies in the Group. This confidential information is and remains the property
of the Company, any Group company and/or its or their clients, employers or suppliers. You should not of course either during the course of your appointment or at any time after its termination for any reason use, other than for the purposes of the Company or any company in the Group, or disclose to any person or persons whatsoever, any such confidential or secret information or any other confidential or secret information which may have come to your knowledge during the term of and as a result of your appointment. This restriction does not apply to information which has come into the public domain other than as a result of your failure to observe the confidentiality provisions set out herein or to the extent that such information is required to be disclosed: (i) by any applicable law, regulation or court order; or (ii) to any applicable regulatory authority that requires it.
In addition, your duties under Delaware contemplate a duty of confidentiality, which requires that directors maintain confidentiality with respect to material non-public information about the Company and its performance.
At the termination of your appointment you will surrender and deliver up to the Company all confidential information you possess and, at the election of the Company, expunge all confidential information from any computer or other similar device into which it was programmed and destroy all notes or memoranda containing confidential information in your possession or control.
Your attention is also drawn to the requirements both under legislation and regulation as to the disclosure of inside information and price sensitive information. Consequently you should avoid making any statements that might risk a breach of these requirements without prior clearance from the Board.
You hereby waive, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” in respect of all copyright works created by you in the course of performing your duties hereunder.
9. Data Protection
You acknowledge that the Company (and where relevant the Group), will process personal data (including, where necessary, sensitive personal data) in relation to you, both inside and (if it is necessary or desirable for the Company to do so) outside the European Economic Area. The reasons for carrying out such processing are for the proper administration and management of your appointment as a non-executive director of the Company, to perform under this letter, and to comply with legal and regulatory obligations. Your personal data (including, where appropriate, sensitive personal data) may be disclosed to regulatory bodies, government agencies and other third parties as required by law or for administration purposes.
You agree to keep the Company informed of any changes to your personal data about you and to comply with all relevant data protection legislation.
10. Miscellaneous
Please let me know if you have any questions about any of the matters raised in this letter. In any event, I should be grateful if you would return to me the enclosed copy signed to acknowledge receipt and acceptance of the arrangements set out here.
The terms of this letter supersede all previous arrangements between you and the Company or any Group company regarding your appointment as a non-executive director of the Company.
This letter may be executed in any number of counterparts but shall not take effect until each party has executed at least one counterpart. Each counterpart when executed shall
constitute an original but all the counterparts shall together constitute a single and the same agreement.
In the event of any conflict between the terms of the Constitutional Documents and the provisions of this letter, the Constitutional Documents shall prevail.
This letter and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America, the United Kingdom or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this letter, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
Yours sincerely
| | |
| /s/ Stewart Hall |
| Stewart Hall |
| Chief Executive Officer |
I hereby acknowledge receipt of and accept the terms set out in this letter.
| | | | | | | | |
| Signed | /s/ Benjamin Ginsberg | |
| | |
| Benjamin Ginsberg | |
FORM OF APPOINTMENT AGREEMENT OF C. BROWN
The Directors
Public Policy Holding Company, Inc.
800 North Capitol St., NW, Suite 800
Washington, DC 20002
Mr. Charles D. Brown
c/o Public Policy Holding Company, Inc.
800 North Capitol St., NW
Washington, DC 20002
_________, 2025
Dear Charles:
Public Policy Holding Company, Inc. (the "Company")
I am writing to set out the terms of your appointment as a non-executive director of the Company which have been agreed by the board of directors of the Company (the "Board"). It is agreed that this is a contract for services and is not a contract of employment, and nothing in this letter shall make you an employee, worker, agent or partner of the Company and you shall not hold yourself out as such.
1. Appointment
Your term of appointment hereunder shall begin on ________, 2025, being the effective date of the listing of the Company’s shares of Common Stock on The Nasdaq Global Market. In connection with such appointment, and in light of the Company’ three classes of directors (with respective terms expiring (if not earlier terminated) at consecutive annual meetings of the Company’s stockholders (“AGM”)), your appointment is as a Class III Director, and, as such, your appointment will continue until the Company's AGM to be held in 2027, your removal by the stockholders of the Company, or yourself pursuant to a resignation provided on three months' prior written notice.
Your appointment is subject to the Company's certificate of incorporation and its bylaws as amended, restated or supplemented from time to time (the "Constitutional Documents"). Nothing in this letter shall be taken to exclude or vary the terms of the Constitutional Documents as they apply to you as a director of the Company, or your duties as a director under Delaware law, the Company’s jurisdiction of incorporation. Pursuant to the Constitutional Documents and Delaware law, as a Class III Director, you will be subject to election by the shareholders at the Company's AGM to be held in 2027, and at subsequent AGMs as determined in accordance with the Company's Constitutional Documents.
As a non-executive director of the Board you are typically expected to serve two three-year terms but may be invited by the Board to serve for an additional period. Any term renewal is subject to Board review and AGM re-election. Despite any mutual expectation, the Board has no obligation to nominate you for re-election at any AGM, and the stockholders have no obligation to vote in favour of your election at any AGM.
Despite the above paragraphs, the Company may terminate its obligations under this letter on three months' prior written notice.
On termination of the Company’s obligations hereunder or your resignation, you agree that you shall, at the Company's request, resign from your office as director of the Company and any offices you hold in any of the Company's group companies.
On termination of the Company’s obligations hereunder or your resignation, you shall be entitled to payment of any accrued but unpaid cash director fees through the termination date or resignation date (as the case may be). You will not be entitled to any compensation for loss of office.
2. Time Commitment
Overall you will be expected to devote such time as is necessary for the proper performance of your duties hereunder and under Delaware law. I anticipate a minimum time commitment of two days per month. This will include attendance at Board meetings, at meetings of any Board Committees to which you are appointed and the AGM. In addition, you will be expected to devote appropriate preparation time ahead of each meeting.
As at the commencement of your appointment, you shall be appointed to each of the Audit Committee and the Compensation Committee (and, in the case of the Audit Committee, as Chair of such committee), in each case, in accordance with the Constitutional Documents and the applicable committee charters.
The nature of the role makes it impossible to be specific about the maximum time commitment. You may be required to devote additional time to the Company in respect of preparation time and ad hoc matters which may arise and particularly when the Company is undergoing a period of increased activity. At certain times it may be necessary to convene additional Board, committee or shareholder meetings.
By accepting this appointment, you have confirmed that you (i) have fully disclosed to the Board your current other significant commitments and agree to inform the chairman of the Board promptly of any change to these commitments; and (ii) are able to allocate sufficient time to meet the expectations of your role and to comply with your obligations under Delaware law. The agreement of the Chairman of the Board should be sought before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company.
3. Role
Under Delaware law, non-executive directors have the same general legal duties to the Company as an executive director. The Board as a whole is collectively responsible for the success of the Company. The Board:
(a) provides entrepreneurial leadership of the Company within the framework of prudent and effective controls which enable risks to be assessed and managed;
(b) sets the Company's strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives and reviews management performance; and
(c) sets the Company's values and standards and ensures that its obligations to its shareholders and others are understood and met.
Each director must act in a manner that satisfies his or her duties under Delaware law. In summary, the duty of loyalty requires that each director act in good faith and in the best interest
of the corporation and its stockholders in making a business decision. The duty of care requires that each director inform himself or herself prior to making a business decision of all material information reasonably available to them. This duty requires each director to proceed with a “critical eye” in assessing information. The duty of care emphasizes the importance of process over substance. A director can be wrong, as determined retroactively, in a decision he or she makes so long as he or she follows the right process in making it.
In addition to the above mentioned duties which are applicable to all directors, the role of a non-executive director is to bring objectivity and independence to the Board and has the following key elements:
(a) strategy – non-executive directors should constructively challenge and contribute to the development of strategy;
(b) performance – non-executive directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
(c) risk – non-executive directors should satisfy themselves that the Company's financial information is accurate and that the Company's financial controls and systems of risk management are robust and defensible;
(d) people – non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointment and, where necessary, removing senior management and in succession planning;
(e) skills – devote time to developing and refreshing your knowledge and skills;
(f) values – uphold high standards of integrity and probity and support me and the other directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond;
(g) information – insist on receiving high-quality information sufficiently in advance of board meetings; and
(h) stakeholders' views – take into account the views of shareholders and other stakeholders where appropriate.
You will of course be expected to comply with the principles of good corporate governance, relevant UK and US legislation and all and any guidelines issued from time to time by the Institute of Directors and/or any regulatory authority, including the rules of each stock exchange on which the Company's shares are traded.
You will also be required to comply with the Company's Policy on Dealings in Securities (the "Code"), a copy of which you acknowledge you have been provided with. The Code is separate from the insider dealing provisions contained in the Criminal Justice Act 1993 and the prohibitions on insider trading arising under the US Securities Exchange Act of 1934 and you may not at any time enter into any transaction which contravenes such provisions irrespective of whether this should also breach the Code. You may also not at any time enter into any transaction or engage in any behaviour which constitutes insider dealing, unlawful disclosure of inside information or market manipulation under the UK Market Abuse Regulation or applicable U.S. or other laws.
The above is a general overview of your duties as a non-executive director, and the nuances of your duties are based on the underlying applicable facts and your actions (or inactions) in connection therewith.
4. Review and Duration
Your performance, along with the rest of the Board, will be reviewed annually. If in the interim there are matters which cause you concern about your role you should discuss them with me and, if applicable, counsel. Continuation of your contract of appointment is contingent on satisfactory performance and re-election at forthcoming AGMs.
I mentioned above the provisions of the Constitutional Documents dealing with appointment and retirement of directors. Subject to these and the provisions contained in clause 1 above, there will be a discussion prior to the next occasion on which you come up for re-appointment in accordance with the Constitutional Documents and thereafter on every such occasion. If agreed and, subject to approval of shareholders, your appointment will on each such occasion be renewed until the AGM at which you next ordinarily come up for re-election.
5. Fees
Your fee as a director will be US$210,000 per annum before tax which will be subject to annual review by the Board. Such payment will consist of US$110,000 cash (to be paid quarterly in arrears) and US$100,000 in Restricted Stock Unit awards (vesting on the first anniversary date of the grant date) under the Company’s Amended and Restated Omnibus 2021 Omnibus Incentive Plan (as such may be amended, restated and supplemented). The Company will reimburse you in accordance with the Constitutional Documents for all reasonable and properly documented expenses you properly incur in performing the duties of your office.
You will be solely responsible for the payment (in any jurisdiction) of any taxes and employee or national or social insurance contributions arising in respect of, or by any reason of, the payment of fees under this letter (except to the extent to which the Company has made or does make an actual deduction in respect of such liability) and you shall indemnify and keep indemnified the Company in respect of such taxes and national or social insurance together with any interest, penalties, costs or expenses incurred by the Company in connection therewith.
Your appointment will not be pensionable, and (except as provided above with respect to your director fee) you will not participate in any of the Company's incentive schemes for the benefit of employees.
Expenses reimbursed may include reasonable travel and accommodation expenses and reasonable legal and other fees if circumstances should arise in which it was necessary for you to seek independent advice about the performance of your duties. The circumstances in which this might occur may be problematic and, if you are minded to seek such advice, I would expect you to discuss the issue in advance either with me or, in my absence, another of the Company's non-executive directors before taking such advice.
On termination of the appointment, you will only be entitled to fees accrued up to the date of termination together with reimbursement of any expenses properly incurred prior to that date.
6. Outside Interests
It is understood that you may have business interests other than those of the Company. However, you should not, without the prior consent of the Board accept any appointment which might involve a direct or indirect conflict of interest between the Company or any of its subsidiary
undertakings (together the "Group") and any other duties or interests which you have. If you anticipate that any possible conflict might arise, you will be expected to discuss the matter with me or another of the non-executive directors in advance so we may seek an appropriate solution. Further, in the event that you become aware at any time of any potential conflicts of interest that you may have, these should be disclosed to the Chairman of the Board as soon as apparent.
7. Insurance and Indemnity
The Company has directors' and officers' liability insurance and it intends to maintain such cover for the period of your appointment. If you would like a copy of the policy document, please let me know. In addition, the Constitutional Documents will require indemnification for directors and officers (including advancement of expenses) to the maximum extent permitted by Delaware law. This means a director will be indemnified if he or she acts in good faith and in a manner he or she reasonably believes to be in, or not opposed to, the best interests of the Company. The terms and conditions of such indemnification are memorialized, and subject to the terms and conditions set forth in, [TBD - the Indemnification Agreement, dated ________, 2025, by and between you and the Company].
8. Confidential Information
During the course of your appointment you will come into possession of trade secrets and confidential information relating to the business and finances, and products of the Company and other companies in the Group. This confidential information is and remains the property of the Company, any Group company and/or its or their clients, employers or suppliers. You should not of course either during the course of your appointment or at any time after its termination for any reason use, other than for the purposes of the Company or any company in the Group, or disclose to any person or persons whatsoever, any such confidential or secret information or any other confidential or secret information which may have come to your knowledge during the term of and as a result of your appointment. This restriction does not apply to information which has come into the public domain other than as a result of your failure to observe the confidentiality provisions set out herein or to the extent that such information is required to be disclosed: (i) by any applicable law, regulation or court order; or (ii) to any applicable regulatory authority that requires it.
In addition, your duties under Delaware law contemplate a duty of confidentiality, which requires that directors maintain confidentiality with respect to material non-public information about the Company and its performance.
At the termination of your appointment you will surrender and deliver up to the Company all confidential information you possess and, at the election of the Company, expunge all confidential information from any computer or other similar device into which it was programmed and destroy all notes or memoranda containing confidential information in your possession or control.
Your attention is also drawn to the requirements both under legislation and regulation as to the disclosure of inside information and price sensitive information. Consequently you should avoid making any statements that might risk a breach of these requirements without prior clearance from the Board.
You hereby waive, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” in respect of all copyright works created by you in the course of performing your duties hereunder.
9. Data Protection
You acknowledge that the Company (and where relevant the Group), will process personal data (including, where necessary, sensitive personal data) in relation to you, both inside and (if it is necessary or desirable for the Company to do so) outside the European Economic Area. The reasons for carrying out such processing are for the proper administration and management of your appointment as a non-executive director of the Company, to perform under this letter, and to comply with legal and regulatory obligations. Your personal data (including, where appropriate, sensitive personal data) may be disclosed to regulatory bodies, government agencies and other third parties as required by law or for administration purposes.
You agree to keep the Company informed of any changes to your personal data about you and to comply with all relevant data protection legislation.
10. Miscellaneous
Please let me know if you have any questions about any of the matters raised in this letter. In any event, I should be grateful if you would return to me the enclosed copy signed to acknowledge receipt and acceptance of the arrangements set out here.
The terms of this letter supersede all previous arrangements between you and the Company or any Group company regarding your appointment as a non-executive director of the Company.
This letter may be executed in any number of counterparts but shall not take effect until each party has executed at least one counterpart. Each counterpart when executed shall constitute an original but all the counterparts shall together constitute a single and the same agreement.
In the event of any conflict between the terms of the Constitutional Documents and the provisions of this letter, the Constitutional Documents shall prevail.
This letter and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and you hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America, the United Kingdom or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this letter, (iii) waive any objection to the laying of venue of any such action or proceeding in the
Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
Yours sincerely
Simon Lee
Chairman
I hereby acknowledge receipt of and accept the terms set out in this letter.
FORM OF APPOINTMENT AGREEMENT OF K. CASEY
The Directors
Public Policy Holding Company, Inc.
800 North Capitol St., NW, Suite 800
Washington, DC 20002
Ms. Kathleen L. Casey
c/o Public Policy Holding Company, Inc.
800 North Capitol St., NW
Washington, DC 20002
_________, 2025
Dear Kathleen:
Public Policy Holding Company, Inc. (the "Company")
I am writing to set out the terms of your appointment as a non-executive director of the Company which have been agreed by the board of directors of the Company (the "Board"). It is agreed that this is a contract for services and is not a contract of employment, and nothing in this letter shall make you an employee, worker, agent or partner of the Company and you shall not hold yourself out as such.
1. Appointment
Your term of appointment hereunder shall begin on ________, 2025, being the effective date of the listing of the Company’s shares of Common Stock on The Nasdaq Global Market. In connection with such appointment, and in light of the Company’ three classes of directors (with respective terms expiring (if not earlier terminated) at consecutive annual meetings of the Company’s stockholders (“AGM”)), your appointment is as a Class II Director, and, as such, your appointment will continue until the Company's AGM to be held in 2026, your removal by the stockholders of the Company, or yourself pursuant to a resignation provided on three months' prior written notice.
Your appointment is subject to the Company's certificate of incorporation and its bylaws as amended, restated or supplemented from time to time (the "Constitutional Documents"). Nothing in this letter shall be taken to exclude or vary the terms of the Constitutional Documents as they apply to you as a director of the Company, or your duties as a director under Delaware law, the Company’s jurisdiction of incorporation. Pursuant to the Constitutional Documents and Delaware law, as a Class II Director, you will be subject to election by the shareholders at the Company's AGM to be held in 2026, and at subsequent AGMs as determined in accordance with the Company's Constitutional Documents.
As a non-executive director of the Board you are typically expected to serve two three-year terms but may be invited by the Board to serve for an additional period. Any term renewal is subject to Board review and AGM re-election. Despite any mutual expectation, the Board has no obligation to nominate you for re-election at any AGM, and the stockholders have no obligation to vote in favour of your election at any AGM.
Despite the above paragraphs, the Company may terminate its obligations under this letter on three months' prior written notice.
On termination of the Company’s obligations hereunder, you agree that you shall, at the Company's request, resign from your office as director of the Company and any offices you hold in any of the Company's group companies.
You will not be entitled to any compensation for loss of office.
2. Time Commitment
Overall you will be expected to devote such time as is necessary for the proper performance of your duties hereunder and under Delaware law. I anticipate a minimum time commitment of two days per month. This will include attendance at Board meetings, at meetings of any Board Committees to which you are appointed and the AGM. In addition, you will be expected to devote appropriate preparation time ahead of each meeting.
As at the commencement of your appointment, you shall be appointed to each of the Audit Committee and the Nominating and Corporate Governance Committee (and, in the latter case, as Chair of such committee), in each case, in accordance with the Constitutional Documents and the applicable committee charters.
The nature of the role makes it impossible to be specific about the maximum time commitment. You may be required to devote additional time to the Company in respect of preparation time and ad hoc matters which may arise and particularly when the Company is undergoing a period of increased activity. At certain times it may be necessary to convene additional Board, committee or shareholder meetings.
By accepting this appointment, you have confirmed that you (i) have fully disclosed to the Board your current other significant commitments and agree to inform the chairman of the Board promptly of any change to these commitments; and (ii) are able to allocate sufficient time to meet the expectations of your role and to comply with your obligations under Delaware law. The agreement of the Chairman of the Board should be sought before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company.
3. Role
Under Delaware law, non-executive directors have the same general legal duties to the Company as an executive director. The Board as a whole is collectively responsible for the success of the Company. The Board:
(a) provides entrepreneurial leadership of the Company within the framework of prudent and effective controls which enable risks to be assessed and managed;
(b) sets the Company's strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives and reviews management performance; and
(c) sets the Company's values and standards and ensures that its obligations to its shareholders and others are understood and met.
Each director must act in a manner that satisfies his or her duties under Delaware law. In summary, the duty of loyalty requires that each director act in good faith and in the best interest of the corporation and its stockholders in making a business decision. The duty of care requires that each director inform himself or herself prior to making a business decision of all material information reasonably available to them. This duty requires each director to proceed with a
“critical eye” in assessing information. The duty of care emphasizes the importance of process over substance. A director can be wrong, as determined retroactively, in a decision he or she makes so long as he or she follows the right process in making it.
In addition to the above mentioned duties which are applicable to all directors, the role of a non-executive director is to bring objectivity and independence to the Board and has the following key elements:
(a) strategy – non-executive directors should constructively challenge and contribute to the development of strategy;
(b) performance – non-executive directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
(c) risk – non-executive directors should satisfy themselves that the Company's financial information is accurate and that the Company's financial controls and systems of risk management are robust and defensible;
(d) people – non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointment and, where necessary, removing senior management and in succession planning;
(e) skills – devote time to developing and refreshing your knowledge and skills;
(f) values – uphold high standards of integrity and probity and support me and the other directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond;
(g) information – insist on receiving high-quality information sufficiently in advance of board meetings; and
(h) stakeholders' views – take into account the views of shareholders and other stakeholders where appropriate.
You will of course be expected to comply with the principles of good corporate governance, relevant UK and US legislation and all and any guidelines issued from time to time by the Institute of Directors and/or any regulatory authority, including the rules of each stock exchange on which the Company's shares are traded.
You will also be required to comply with the Company's Policy on Dealings in Securities (the "Code"), a copy of which you acknowledge you have been provided with. The Code is separate from the insider dealing provisions contained in the Criminal Justice Act 1993 and the prohibitions on insider trading arising under the US Securities Exchange Act of 1934 and you may not at any time enter into any transaction which contravenes such provisions irrespective of whether this should also breach the Code. You may also not at any time enter into any transaction or engage in any behaviour which constitutes insider dealing, unlawful disclosure of inside information or market manipulation under the UK Market Abuse Regulation or applicable U.S. or other laws.
The above is a general overview of your duties as a non-executive director, and the nuances of your duties are based on the underlying applicable facts and your actions (or inactions) in connection therewith.
4. Review and Duration
Your performance, along with the rest of the Board, will be reviewed annually. If in the interim there are matters which cause you concern about your role you should discuss them with me and, if applicable, counsel. Continuation of your contract of appointment is contingent on satisfactory performance and re-election at forthcoming AGMs.
I mentioned above the provisions of the Constitutional Documents dealing with appointment and retirement of directors. Subject to these and the provisions contained in clause 1 above, there will be a discussion prior to the next occasion on which you come up for re-appointment in accordance with the Constitutional Documents and thereafter on every such occasion. If agreed and, subject to approval of shareholders, your appointment will on each such occasion be renewed until the AGM at which you next ordinarily come up for re-election.
5. Fees
Your fee as a director will be US$200,000 per annum before tax which will be subject to annual review by the Board. Such payment will consist of US$100,000 cash (to be paid quarterly in arrears) and US$100,000 in Restricted Stock Unit awards (vesting on the first anniversary date of the grant date) under the Company’s Amended and Restated Omnibus 2021 Omnibus Incentive Plan (as such may be amended, restated and supplemented). The Company will reimburse you in accordance with the Constitutional Documents for all reasonable and properly documented expenses you properly incur in performing the duties of your office.
You will be solely responsible for the payment (in any jurisdiction) of any taxes and employee or national or social insurance contributions arising in respect of, or by any reason of, the payment of fees under this letter (except to the extent to which the Company has made or does make an actual deduction in respect of such liability) and you shall indemnify and keep indemnified the Company in respect of such taxes and national or social insurance together with any interest, penalties, costs or expenses incurred by the Company in connection therewith.
Your appointment will not be pensionable, nor (except as provided above with respect to your director fee) will you participate in any of the Company's incentive schemes for the benefit of employees.
Expenses reimbursed may include reasonable travel and accommodation expenses and reasonable legal and other fees if circumstances should arise in which it was necessary for you to seek independent advice about the performance of your duties. The circumstances in which this might occur may be problematic and, if you are minded to seek such advice, I would expect you to discuss the issue in advance either with me or, in my absence, another of the Company's non-executive directors before taking such advice.
On termination of the appointment, you will only be entitled to fees accrued up to the date of termination together with reimbursement of any expenses properly incurred prior to that date.
6. Outside Interests
It is understood that you may have business interests other than those of the Company. However, you should not, without the prior consent of the Board accept any appointment which might involve a direct or indirect conflict of interest between the Company or any of its subsidiary undertakings (together the "Group") and any other duties or interests which you have. If you anticipate that any possible conflict might arise, you will be expected to discuss the matter with me or another of the non-executive directors in advance so we may seek an appropriate solution. Further, in the event that you become aware at any time of any potential conflicts of
interest that you may have, these should be disclosed to the Chairman of the Board as soon as apparent.
7. Insurance and Indemnity
The Company has directors' and officers' liability insurance and it intends to maintain such cover for the period of your appointment. If you would like a copy of the policy document, please let me know. In addition, the Constitutional Documents will require indemnification for directors and officers (including advancement of expenses) to the maximum extent permitted by Delaware law. This means a director will be indemnified if he or she acts in good faith and in a manner he or she reasonably believes to be in, or not opposed to, the best interests of the Company. The terms and conditions of such indemnification are memorialized, and subject to the terms and conditions set forth in, [TBD - the Indemnification Agreement, dated ________, 2025, by and between you and the Company].
8. Confidential Information
During the course of your appointment you will come into possession of trade secrets and confidential information relating to the business and finances, and products of the Company and other companies in the Group. This confidential information is and remains the property of the Company, any Group company and/or its or their clients, employers or suppliers. You should not of course either during the course of your appointment or at any time after its termination for any reason use, other than for the purposes of the Company or any company in the Group, or disclose to any person or persons whatsoever, any such confidential or secret information or any other confidential or secret information which may have come to your knowledge during the term of and as a result of your appointment. This restriction does not apply to information which has come into the public domain other than as a result of your failure to observe the confidentiality provisions set out herein or to the extent that such information is required to be disclosed: (i) by any applicable law, regulation or court order; or (ii) to any applicable regulatory authority that requires it.
In addition, your duties under Delaware law contemplate a duty of confidentiality, which requires that directors maintain confidentiality with respect to material non-public information about the Company and its performance.
At the termination of your appointment you will surrender and deliver up to the Company all confidential information you possess and, at the election of the Company, expunge all confidential information from any computer or other similar device into which it was programmed and destroy all notes or memoranda containing confidential information in your possession or control.
Your attention is also drawn to the requirements both under legislation and regulation as to the disclosure of inside information and price sensitive information. Consequently you should avoid making any statements that might risk a breach of these requirements without prior clearance from the Board.
You hereby waive, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” in respect of all copyright works created by you in the course of performing your duties hereunder.
9. Data Protection
You acknowledge that the Company (and where relevant the Group), will process personal data (including, where necessary, sensitive personal data) in relation to you, both inside and (if it is necessary or desirable for the Company to do so) outside the European Economic Area. The reasons for carrying out such processing are for the proper administration and management of your appointment as a non-executive director of the Company, to perform under this letter, and to comply with legal and regulatory obligations. Your personal data (including, where appropriate, sensitive personal data) may be disclosed to regulatory bodies, government agencies and other third parties as required by law or for administration purposes.
You agree to keep the Company informed of any changes to your personal data about you and to comply with all relevant data protection legislation.
10. Miscellaneous
Please let me know if you have any questions about any of the matters raised in this letter. In any event, I should be grateful if you would return to me the enclosed copy signed to acknowledge receipt and acceptance of the arrangements set out here.
The terms of this letter supersede all previous arrangements between you and the Company or any Group company regarding your appointment as a non-executive director of the Company.
This letter may be executed in any number of counterparts but shall not take effect until each party has executed at least one counterpart. Each counterpart when executed shall constitute an original but all the counterparts shall together constitute a single and the same agreement.
In the event of any conflict between the terms of the Constitutional Documents and the provisions of this letter, the Constitutional Documents shall prevail.
This letter and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and you hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America, the United Kingdom or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this letter, (iii) waive any objection to the laying of venue of any such action or proceeding in the
Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
Yours sincerely
Simon Lee
Chairman
I hereby acknowledge receipt of and accept the terms set out in this letter.
CREDIT AGREEMENT
Dated as of February 28, 2023
among
PUBLIC POLICY HOLDING COMPANY, INC.,
and
ALPINE GROUP PARTNERS, LLC,
ALPINE ADVISORS LLC,
BAY STRATEGIES LLC,
BLUE ENGINE MESSAGE & MEDIA, LLC,
CFW GROUP LLC,
COLUMBIA CAMPAIGN GROUP LLC,
CROSSROADS STRATEGIES, LLC,
FORBES TATE PARTNERS LLC,
JDA FRONTLINE PARTNERS, LLC,
KP PUBLIC AFFAIRS LLC,
MULTISTATE ASSOCIATES, LLC,
O’NEILL & PARTNERS, LLC,
SEVEN LETTER ONA LLC
As the Borrower,
and
BANK OF AMERICA, N.A.,
as the Lender
CREDIT AGREEMENT
This CREDIT AGREEMENT is entered into as of February 28, 2023, among PUBLIC POLICY HOLDING COMPANY, INC., a Delaware corporation (“Company”), ALPINE GROUP PARTNERS, LLC, a Delaware limited liability company, ALPINE ADVISORS LLC, a Delaware limited liability company, BAY STRATEGIES LLC, a Delaware limited liability company, BLUE ENGINE MESSAGE & MEDIA, LLC, a Delaware limited liability company, CFW GROUP LLC, a Delaware limited liability company, COLUMBIA CAMPAIGN GROUP LLC, a Delaware limited liability company, CROSSROADS STRATEGIES, LLC, a Delaware limited liability company, FORBES TATE PARTNERS LLC, a Delaware limited liability company, JDA FRONTLINE PARTNERS, LLC, a Delaware limited liability company, KP PUBLIC AFFAIRS LLC, a Delaware limited liability company, MULTISTATE ASSOCIATES, LLC, a Delaware limited liability company (“Multistate”), O’NEILL & PARTNERS, LLC, a Delaware limited liability company and SEVEN LETTER ONA LLC, a Delaware limited liability company (together with Company, individually and collectively, the “Borrower”), and BANK OF AMERICA, N.A., as the Lender (the “Lender”).
PRELIMINARY STATEMENTS:
WHEREAS, the Loan Parties (as hereinafter defined) have requested that the Lender make loans and other financial accommodations to the Borrower in the maximum principal amount of up to Seventeen Million Dollars ($17,000,000).
WHEREAS, the Lender has agreed to make such loans and other financial accommodations to the Borrower on the terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.01 Defined Terms.
As used in this Agreement, the following terms shall have the meanings set forth below:
“Account Debtor” means any Person who is obligated on a Receivable and “Account Debtors” means all Persons who are obligated on Receivables.
“Acquisition” means any transaction, or any series of related transactions, consummated on or after the Closing Date, by which the Company (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power for the election of directors or other similar management personnel of a Person or a majority of the outstanding Equity Interests of a Person.
“Additional Secured Obligations” means (a) all obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements, and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and
disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding.
“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
“Agreement” means this Credit Agreement, including all schedules, exhibits and annexes hereto, as amended, restated, supplemented or otherwise modified from time to time.
“Applicable Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.
“Applicable Rate” means, for any day, in respect of the Term Facility or the Revolving Facility, as the context may require, the greater of (i) BSBY Rate or the BSBY Daily Floating Rate, as applicable, plus 2.25% per annum or (ii) the Index Floor. For the purposes of this paragraph, “Index Floor” means 0% percent.
“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease.
“Audited Financial Statements” means the audited Consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2021, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.
“Authorization to Share Insurance Information” means the authorization in form and substance satisfactory to the Lender (or such other form as required by each of the Loan Party’s insurance companies).
“Autoborrow Agreement” has the meaning specified in Section 2.02(f).
“Availability Period” means (a) in respect of the Revolving Facility, the period from and including the Closing Date to the earliest of (i) the Maturity Date for the Revolving Facility, (ii) the date of termination of the Revolving Commitments pursuant to Section 2.07, and (iii) the date of termination of the Commitment of the Lender to make Revolving Loans and L/C Credit Extensions pursuant to Section 8.02 and (b) in respect of the Term Facility, the period from, and including the Closing Date to three (3) Business Days following the Closing Date.
“Bank of America” means Bank of America, N.A. and its successors.
“Base Rate” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the BSBY Rate
plus one percent (1.00%), subject to the interest rate floors set forth therein; provided, that, if the Base Rate shall be less than 1%, such rate shall be deemed 1% for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.
“Base Rate Loan” means a Revolving Loan or a Term Loan that bears interest based on the Base Rate.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code, or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
“Bloomberg” means Bloomberg Index Services Limited.
“Borrower” has the meaning specified in the introductory paragraph hereto.
“Borrower Notice” has the meaning specified in Section 2.13(a).
“Borrower Request and Assumption Agreement” has the meaning specified in Section 2.13(a).
“Borrowing” means a Revolving Borrowing or a Term Borrowing, as the context may require.
“Borrowing Base” has the meaning described in Section 2.03.
“Borrowing Base Certificate” has the meaning described in Section 5.05(d).
“Borrowing Base Deficiency” has the meaning described in Section 2.03.
“BSBY” means the Bloomberg Short-Term Bank Yield Index rate.
“BSBY Daily Floating Rate” means a fluctuating rate of interest which can change on each banking day. The rate will be adjusted on each banking day to equal the BSBY Screen Rate for U.S. Dollar deposits two (2) Business Days prior to the date of determination for a one-month term.
“BSBY Rate” means a rate of interest per annum equal to the BSBY Screen Rate as determined for each Adjustment Date two (2) Business Days prior to the Adjustment Date (for delivery on the first day of such interest period) with a term of one-month, three-month or six-month as determined by the Borrower pursuant to the Loan Notice; provided that if such rate is not published on such determination date, then the rate will be the BSBY Screen Rate on the first banking day immediately prior thereto. If at
any time the BSBY Rate is less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
“BSBY Rate Loan” means a Revolving Loan or a Term Loan that bears interest at a rate based on the BSBY Rate or the BSBY Daily Floating Rate, as applicable.
“BSBY Screen Rate” means the Bloomberg Short-Term Bank Yield Index rate administered by Bloomberg Index Services Limited and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Lender from time to time).
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Lender’s Office is located, and if such day relates to any interest rate settings as to BSBY Rate Loans, any fundings, disbursements, settlements and payments in Dollars in respect of any such BSBY Rate Loans, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such BSBY Rate Loans, in New York City.
“Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations).
“Capitalized Lease” means any lease that has been or is required to be, in accordance with GAAP, recorded, classified and accounted for as a capitalized lease or financing lease.
“Cash Collateralize” means to deposit in a Controlled Account or pledge and deposit with or deliver to the Lender, as Collateral for L/C Obligations, (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts satisfactory to the Lender, and/or (c) if the Lender shall agree, in its sole discretion, other credit support, in each case, in Dollars and pursuant to documentation in form and substance satisfactory to the Lender. “Cash Collateralized” has a meaning correlative thereto.
“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Permitted Liens):
(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof having maturities of not more than three hundred sixty days (360) days from the date of acquisition thereof; provided, that, the full faith and credit of the United States is pledged in support thereof;
(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is the Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System of the United States, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition, and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than ninety (90) days from the date of acquisition thereof;
(c) commercial paper issued by any Person organized under the laws of any state of the United States and rated at least “Prime–1” (or the then equivalent grade) by Moody’s or at least “A–1” (or
the then equivalent grade) by S&P, in each case with maturities of not more than one hundred eighty (180) days from the date of acquisition thereof; and
(d) Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition.
“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.
“Change in Law” means the occurrence, after the Closing Date, of any of the following, (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.
“Change of Control” the Company shall cease to own and control, of record and beneficially, directly or indirectly, at least fifty one percent (51%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower on a fully diluted basis (which for this purpose shall exclude all Equity Interests that have not yet vested).
“Closing Date” means the date hereof.
“Code” means the Internal Revenue Code of 1986, as amended.
“Collateral” means all of the “Collateral” and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Lender.
“Collateral Account” has the meaning set forth in Section 2.04(n).
“Collateral Documents” means, collectively, the Security Agreement, each of the collateral assignments, security agreements, pledge agreements, account control agreements or other similar agreements delivered to the Lender pursuant to Section 6.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Lender.
“Commitment” means the Term Commitment or the Revolving Commitment, as the context may require.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
“Communication” means this Agreement, any Loan Document and any document, any amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.
“Company” has the meaning specified in the introductory paragraph hereto.
“Company LTIP” means the Company’s 2021 Omnibus Incentive Plan.
“Compliance Certificate” means a certificate substantially in the form of Exhibit A.
“Conforming Changes” means, with respect to the use, administration of or any conventions associated with BSBY or any proposed Successor Rate, as applicable, any conforming changes to the definition of Base Rate, BSBY, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definition of Business Day, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Lender, to reflect the adoption and implementation of such applicable rate, and to permit the administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Lender determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).
“Consolidated” means, when used with reference to financial statements or financial statement items of the Borrower and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.
“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote ten percent (10.0%) or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.
“Controlled Account” means each deposit account and securities account that is subject to a Qualifying Control Agreement.
“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Covered Party” has the meaning set forth in Section 10.19.
“Credit Extension” means each of the following: (a) a Borrowing; and (b) an L/C Credit Extension.
“Daily Simple SOFR” with respect to any applicable determination date means the secured overnight financing rate (“SOFR”) published on such date by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source).
“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.
“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
“Default Rate” means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2.0%) in excess of the rate otherwise applicable thereto, and (b) with respect to any Obligation for which a rate is not specified or available, a rate per annum equal to the Base Rate, plus the Applicable Rate for Revolving Loans that are Base Rate Loans, plus two percent (2.0%), in each case, to the fullest extent permitted by Applicable Law.
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“Designated Account” has the meaning specified in Section 2.11(a)(i).
“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.
“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any property by any Loan Party or Subsidiary (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
“Dollar” and “$” mean lawful money of the United States.
“Domestic Subsidiary” means any Subsidiary organized under the laws of any political subdivision of the United States.
“EBITDA” means, for any period, the sum of the following for Borrower in accordance with GAAP: (a) Net Income for the most recently completed Measurement Period; plus (b) the following to the extent deducted in calculating such Net Income (without duplication), (i) Interest Charges, (ii) the provision for federal, state, local and foreign income taxes payable, (iii) depreciation and amortization expense, (iv) non-cash charges and losses (excluding any such non-cash charges or losses to the extent (A) there were cash charges with respect to such charges and losses in past accounting periods, or (B) there is a reasonable expectation that there will be cash charges with respect to such charges and losses in future accounting periods); (v) transaction fees, costs and out-of-pocket expenses related to the consummation of the Purchase Agreement Transaction, the Facility, this Agreement and the other Loan Documents, in each case to the extent paid within ninety (90) days of the Closing Date, and with respect to which Borrower has provided the Lender evidence satisfactory to the Lender in the Lender’s discretion, (vi) with respect to any Permitted Acquisition, costs, fees, charges, or expenses consisting of out-of-pocket expenses owed by the Borrower or any of their Subsidiaries to any Person for services performed
by such Person in connection with such Permitted Acquisition, in each case to the extent paid within ninety (90) days of the closing of such Permitted Acquisition, and with respect to which Borrower has provided the Lender evidence satisfactory to the Lender in the Lender’s discretion, (vii) transaction fees, costs and expenses incurred in connection with any amendments, restatements, supplements or other modifications of this Agreement and the other Loan Documents, in each case to the extent paid within ninety (90) days of such amendment, restatement, supplement or other modification and with respect to which the Borrower has provided the Lender evidence satisfactory to the Lender in the Lender’s discretion, provided that the sum of all amounts under (v), (vi), and (vii) do not exceed four percent (4%) of the Borrowers’ EBIDTA, without including add backs set forth in under (v), (vi), and (vii), and (viii) any Post-Combination Expense recorded; less (c) (i) any Post-Combination Expense Reduction and (ii) without duplication, and to the extent reflected as a gain or otherwise included in the calculation of Net Income for such period, non-cash gains (excluding any such non-cash gains to the extent (A) there were cash gains with respect to such gains in past accounting periods, or (B) there is a reasonable expectation that there will be cash gains with respect to such gains in future accounting periods).
“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.
“Eligible Receivable” and “Eligible Receivables” means, at any time of determination thereof, the unpaid portion of each account (as such term is defined in Article 9 of the UCC) (net of any returns, discounts, claims, credits, charges, accrued rebates or other allowances, offsets, deductions, counterclaims, disputes or other defenses and reduced by the aggregate amount of all reserves, limits and deductions provided for in this definition and elsewhere in this Agreement) receivable in United States Dollars by Borrower, provided each account conforms and continues to conform to the following criteria to the satisfaction of Lender:
(a) the account arose in the ordinary course of a Borrower’s business from a bona fide outright sale of goods by a Borrower or from services performed or to be performed by Borrower;
(b) the account is a valid, legally enforceable obligation of the Account Debtor and requires no further act on the part of any Person under any circumstances to make the account payable by the Account Debtor;
(c) the account is based upon an enforceable order or contract, written or oral, for services performed, and the same performed in accordance with such order or contract, or services to be performed;
(d) if the account arises from the performance of services, whether or not such services have been fully rendered, and such account is not currently the subject of any warranty claim or obligation;
(e) the account is evidenced by an invoice or other documentation in form acceptable to Lender, dated no later than the date of shipment or performance and containing only terms normally offered by such Borrower;
(f) the amount shown on the books of each Borrower and on any invoice, certificate, schedule or statement delivered to Lender is owing to such Borrower and no partial payment has been received unless reflected with that delivery;
(g) the account is not outstanding more than ninety (90) days from the date of the invoice therefor;
(h) the account is not owing by any Account Debtor for which Lender has deemed fifty percent (50%) or more of such Account Debtor’s other accounts due to Borrower to be non-Eligible Receivables based on sub-section (g) above;
(i) the account is not owing by an Account Debtor or a group of affiliated Account Debtors whose then existing accounts owing to Borrower exceed in aggregate face amount fifteen percent (15%) of Borrower’s total Receivables;
(j) the Account Debtor has not returned, rejected or refused to retain, or otherwise notified any Borrower of any dispute concerning, or claimed nonconformity of, any of the services from the sale of which the accounts arose;
(k) the account is not subject to any present or contingent (and no facts exist which are the basis for any future) offset, claim, deduction or counterclaim, dispute or defense in law or equity on the part of such Account Debtor, or any claim for credits, allowances, or adjustments by the Account Debtor because of inferior, or unsatisfactory services, or for any other reason including, without limitation, those arising on account of a breach of any express or implied representation or warranty;
(l) the Account Debtor is not a Subsidiary or Affiliate of a Borrower or an employee, officer, director or shareholder of a Borrower or any Subsidiary or Affiliate of a Borrower;
(m) the Account Debtor is not incorporated or primarily conducting business or otherwise located in any jurisdiction outside of the United States of America, unless the Account Debtor’s obligations with respect to such account are secured by a letter of credit, guaranty or banker’s acceptance having terms and from such issuers and confirmation banks as are acceptable to Lender in its sole and absolute discretion (which letter of credit, guaranty or banker’s acceptance is subject to the perfected Lien of Lender);
(n) as to which none of the following events has occurred with respect to the Account Debtor on such account: death or judicial declaration of incompetency of an Account Debtor who is an individual; the filing by or against the Account Debtor of a request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a bankrupt, winding-up, or other relief under the bankruptcy, insolvency, or similar laws of the United States, any state or territory thereof, or any foreign jurisdiction, now or hereafter in effect; the making of any general assignment by the Account Debtor for the benefit of creditors; the appointment of a receiver or trustee for the Account Debtor or for any of the assets of the Account Debtor, including, without limitation, the appointment of or taking possession by a “custodian,” as defined in the Federal Bankruptcy Code; the institution by or against the Account Debtor of any other type of insolvency proceeding (under the bankruptcy laws of the United States or otherwise) or of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against, or winding up of affairs of, the Account Debtor; the sale, assignment, or transfer of all or any material part of the assets of the Account Debtor; the nonpayment generally by the Account Debtor of its debts as they become due; or the cessation of the business of the Account Debtor as a going concern;
(o) the Account Debtor is not a Governmental Authority, unless all rights of such Borrower with respect to such account have been assigned to Lender on terms acceptable to Lender pursuant to the Assignment of Claims Act of 1940, as amended, to the extent such assignment is requested by the Lender pursuant to any of the Loan Documents;
(p) such Borrower is not indebted in any manner to the Account Debtor (as creditor, lessor, supplier or otherwise), with the exception of customary credits, adjustments and/or discounts given to an Account Debtor by such Borrower in the ordinary course of its business;
(q) the account does not arise from services under or related to any warranty obligation of a Borrower or out of service charges, finance charges or other fees for the time value of money;
(r) the account is not evidenced by chattel paper or an instrument of any kind and is not secured by any letter of credit;
(s) the title of the Borrower to the account is absolute and is not subject to any prior assignment, claim, Lien, or security interest, except Permitted Liens;
(t) no bond or other undertaking by a guarantor or surety has been or is required to be obtained, supporting the performance of Borrower or any other obligor in respect of any of Borrower’s agreements with the Account Debtor or supporting the account and any of the Account Debtor’s obligations in respect of the account;
(u) each Borrower has the full and unqualified right and power to assign and grant a security interest in, and Lien on, the account to Lender as security and collateral for the payment of the Obligations;
(v) the account does not arise out of a contract with, or order from, an Account Debtor that, by its terms, forbids or makes void or unenforceable the assignment or grant of a security interest by a Borrower to Lender of the account arising from such contract or order;
(w) the account is subject to a Lien in favor of Lender, which Lien is perfected as to the account by the filing of financing statements and which Lien upon such filing constitutes a first priority security interest and Lien;
(x) no part of the account represents a progress billing or a retainage; and
(y) Lender in the good faith exercise of its sole and absolute discretion has not deemed the account ineligible because of uncertainty as to the creditworthiness of the Account Debtor or because Lender otherwise considers the collateral value of such account to Lender to be impaired or its ability to realize such value to be insecure.
In the event of any dispute, under the foregoing criteria, as to whether an account is, or has ceased to be, an Eligible Receivable, the decision of Lender in the good faith exercise of its sole and absolute discretion shall control.
“Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetland, flora and fauna.
“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws (including common law), regulations, standards, ordinances, rules, judgments, interpretations, orders, decrees, permits, agreements or governmental restrictions relating to pollution or the protection of the Environment (to the extent related to exposure to Hazardous Materials), including those relating to the manufacture, generation, handling, transport, storage, treatment, Release or threat of Release of Hazardous Materials, air emissions and discharges to waste or public systems.
“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, directly or indirectly relating to (a) any violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials in violation of Environmental Law, (c) exposure to any Hazardous Materials in violation of Environmental Law, (d) Release or threatened Release of any Hazardous Materials, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“Environmental Permit” means any permit, certification, registration, approval, identification number, license or other authorization required under any Environmental Law.
“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
“Equity Issuance” means, any issuance by any Borrower to any Person of its Equity Interests, other than (a) any issuance of its Equity Interests pursuant to the exercise of options or warrants, (b) any issuance of its Equity Interests pursuant to the conversion of any debt securities to equity or the conversion of any class of equity securities to any other class of equity securities, (c) any issuance of options or warrants relating to its Equity Interests. The term “Equity Issuance” shall not be deemed to include any Disposition.
“Equity Partner” means any Person who now or hereafter owns any ownership interest in a Borrower and is or was an employee of Borrower.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Sections 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other
than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate; or (i) a failure by the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.
“Event of Default” has the meaning specified in Section 8.01.
“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any other “keepwell, support or other agreement” for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, or grant by such Loan Party of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.
“Existing Letters of Credit” means those certain Letters of Credit issued by the Lender for the account of a Borrower listed in Schedule 1.01(c) attached hereto.
“Extraordinary Receipt” means any cash, in an amount of at least Three Hundred Thousand Dollars ($300,000), received by or paid to or for the account of any Person not in the ordinary course of business, including proceeds of key man or property insurance (except to the extent such proceeds are promptly used to replace Collateral or to hire replacement management), indemnity payments and any purchase price adjustments; provided, that, an Extraordinary Receipt shall not include cash receipts from proceeds of insurance or indemnity payments to the extent that such proceeds, awards or payments are received by any Person in respect of any third party claim against such Person and applied to pay (or to reimburse such Person for its prior payment of) such claim and the costs and expenses of such Person with respect thereto.
“Facility” means the Term Facility or the Revolving Facility, as the context may require.
“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) the Commitments have terminated, (b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Lender shall have been made).
“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.
“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of
New York as the federal funds effective date; provided, that, if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
“Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) (i) EBITDA (without duplication), less (ii) the aggregate amount of all non-financed cash Capital Expenditures, less (iii) Restricted Payments paid in cash; to (b) the sum of (i) Interest Charges, (ii) the aggregate principal amount of all regularly scheduled principal payments on Indebtedness (determined without giving effect to any reduction of such scheduled principal payments resulting from the application of any voluntary or optional prepayments made during such period), in each case, of or by the Borrower for the most recently completed Measurement Period.
“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.
“FRB” means the Board of Governors of the Federal Reserve System of the United States.
“Funded Indebtedness” means, as of any date of determination, for the Borrower, the sum of: (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all purchase money Indebtedness; (c) the maximum amount available to be drawn under issued and outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (d) all obligations in respect of the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business, (ii) in connection with any Permitted Acquisition by the Company or (iii) in connection with any Acquisition consummated prior to the Closing Date); (e) all Attributable Indebtedness; (f) all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) without duplication, all guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (f) above of Persons other than the Borrower; and (h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower.
“GAAP” means generally accepted accounting principles in the United States set forth from time to time 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 agencies with similar functions of comparable stature and authority within the accounting profession) including, without limitation, the FASB ASC, that are applicable to the circumstances as of the date of determination, consistently applied and subject to Section 1.03.
“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without limitation, any supra-national bodies such as the European Union or the European Central Bank).
“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals,
pollutants, contaminants or compounds of any nature in any form regulated pursuant to any Environmental Law.
“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby), bankers’ acceptances, bank guaranties and similar instruments;
(c) net obligations of such Person under any Swap Contract;
(d) all obligations of such Person to pay the deferred purchase price of property or services other than (i) trade accounts payable in the ordinary course of business and not past due for more than sixty (60) days after the date on which such trade account was created, (ii) in connection with any Permitted Acquisition by the Company or (iii) in connection with any Acquisition consummated prior to the Closing Date;
(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
(f) all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of such Person;
(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and
(h) all Guarantees of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.
“Indemnitee” has the meaning specified in Section 10.04(b).
“Information” has the meaning specified in Section 10.07(a)(i).
“Inspection Fee Cap” has the meaning specified in Section 6.10(a).
“Intellectual Property” has the meaning set forth in the Security Agreement.
“Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to
the extent treated as interest, in accordance with GAAP, (b) all interest paid or payable with respect to discontinued operations, and (c) the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP, in each case, of or by the Borrower on a Consolidated basis for the most recently completed Measurement Period.
“Interest Payment Date” means, (a) as to any BSBY Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, that, if any Interest Period for a BSBY Rate Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.
“Interest Period” means, as to each BSBY Rate Loan, the period commencing on the date such BSBY Rate Loan is disbursed or converted to or continued as a BSBY Rate Loan and ending on the date one (1), three (3) or six (6) months thereafter (in each case, subject to availability), as selected by the Borrower in its Loan Notice, provided, that:
(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day, unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.
“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person (including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guaranties Indebtedness of such other Person), or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.
“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.
“IRS” means the United States Internal Revenue Service.
“ISP” means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time).
“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Borrowing.
“L/C Commitment” means, with respect to the Lender, the commitment of the Lender to issue Letters of Credit hereunder in an amount of up to Two Million Dollars ($2,000,000). The L/C Commitment amount of the Lender may be modified from time to time by agreement between the Lender and the Borrower.
“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof, the extension of the expiry date thereof, or the increase of the amount thereof.
“L/C Disbursement” means the issuance of a Letter of Credit by the Lender in favor of the Borrower or any of its Subsidiaries in accordance with the terms of Section 2.04.
“L/C Obligations” means, (i) as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all unreimbursed amounts and (ii) as of the Closing Date, the Existing Letters of Credit. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be outstanding in the amount so remaining available to be drawn.
“Lender” means Bank of America, N.A. and its successors and assigns.
“Lender’s Office” means the Lender’s address, specified in Section 6.03 herein, or such other appropriate, account, or such other address or account as the Lender may from time to time notify the Borrower; which office may include any Affiliate of the Lender or any domestic or foreign branch of the Lender or such Affiliate.
“Letter of Credit” means any standby letter of credit issued hereunder.
“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Lender.
“Letter of Credit Expiration Date” means the day that is seven (7) days prior to the Maturity Date then in effect for the Revolving Facility (or, if such day is not a Business Day, the next preceding Business Day).
“Letter of Credit Fee” has the meaning specified in Section 2.04(l).
“Letter of Credit Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) Two Million Dollars ($2,000,000) and (b) the Revolving Facility. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Facility.
“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including
any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property and any financing lease having substantially the same economic effect as any of the foregoing).
“Loan” means an extension of credit by the Lender to the Borrower under Article II in the form of a Term Loan or a Revolving Loan.
“Loan Documents” means, collectively, (a) this Agreement, (b) the Collateral Documents, (c) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.12, and (d) all other certificates, agreements, documents and instruments executed and delivered, in each case, by or on behalf of any Loan Party pursuant to the foregoing (but specifically excluding any Secured Hedge Agreement or any Secured Cash Management Agreement) and any amendments, modifications or supplements thereto or to any other Loan Document or waivers hereof or to any other Loan Document; provided, that, “Loan Documents” shall mean any of the foregoing that is signed by any Loan Party and the Lender.
“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of BSBY Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit B or such other form as may be approved by the Lender (including any form on an electronic platform or electronic transmission system as shall be approved by the Lender), appropriately completed and signed by a Responsible Officer of the Borrower.
“Loan Parties” means, each of the Borrower now or hereafter a party to this Agreement.
“Master Agreement” has the meaning set forth in the definition of “Swap Contract.”
“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole; or (b) a material adverse effect on (i) the ability of any Loan Party to perform its Obligations under any Loan Document to which it is a party, (ii) the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party or (iii) the rights, remedies and benefits available to, or conferred upon, the Lender under any Loan Documents.
“Material Contract” means, with respect to any Loan Party, each contract or agreement (a) to which such Person is a party involving consideration payable to or by such Loan Party in excess of five percent (5.0%) of total revenue of the Loan Parties in any year or (b) otherwise material to the business, condition (financial or otherwise), operations, performance, properties or prospects of such Loan Party or (c) any other contract, agreement, permit or license, written or oral, of the Borrower and its Subsidiaries as to which the breach, nonperformance, cancellation or failure to renew by any party thereto, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
“Maturity Date” means (a) with respect to the Revolving Facility, January 31, 2026, and (b) with respect to the Term Facility, January 31, 2026; provided, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
“Maximum Rate” has the meaning set forth in Section 10.09.
“Measurement Period” means, at any date of determination, the most recently completed four (4) fiscal quarters of the Company.
“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.12(a) or (b), an amount equal to one hundred and five percent (105%) of the Outstanding Amount of all L/C Obligations, and (b) otherwise, an amount determined by Lender.
“Minimum Collateral Coverage” means as of the date of determination, the ratio of (a) the Borrowing Base, including any Eligible Receivables, which would otherwise be excluded pursuant to subsection (g) of the definition of “Eligible Receivables,” to the (b) sum of the Term Commitment and the then Revolving Commitment.
“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions.
“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
“Net Income” means, at any date of determination, the net income (or loss) of the Borrower for the most recently completed Measurement Period.
“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit C or such other form as may be approved by the Lender (including any form on an electronic platform or electronic transmission system as shall be approved by the Lender), appropriately completed and signed by a Responsible Officer.
“Obligations” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, or Letter of Credit and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding.
“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.
“Officer’s Certificate” means a certificate substantially the form of Exhibit D or any other form approved by the Lender.
“Organization Documents” means, (a) with respect to any corporation, the charter or certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction); (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other
applicable agreement of formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) and (d) with respect to all entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).
“Outstanding Amount” means (a) with respect to the Term Loan and Revolving Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of the Term Loan and Revolving Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of unreimbursed amounts.
“Patriot Act” has the meaning specified in Section 10.18.
“PBGC” means the Pension Benefit Guaranty Corporation.
“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate or with respect to which the Borrower or any ERISA Affiliate has any liability and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.
“Permitted Acquisition” means the Purchase Agreement Transaction and any Acquisition by the Company in a transaction that satisfies each of the following requirements in the reasonable discretion of the Lender:
(a) (i) the material line or lines of business of the Person to be acquired (A) is not substantially different from the business of the Borrower or (B) is substantially related, complementary or incidental to, or a reasonable development or expansion of, the business of the Borrower, and (ii) the Borrower provides such documentation as the Lender may reasonably request, including, without limitation, a joinder agreement, in order to join such Person to this Agreement as a Borrower and to encumber such Person’s collateral (including such documentation as the Lender may reasonably request to satisfy the Lender’s “know your customer” and other regulatory requirements);
(b) any future earn out payments made in connection with any Acquisition by Borrower shall be subordinated to this Agreement on terms satisfactory to Lender;
(c) both before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of the representations and warranties in the Loan Documents is true and correct (except (i) any such representation or warranty which relates to a specified prior date) and no Default or Event of Default exists, will exist, or would result therefrom;
(d) as soon as available, but not less than thirty (30) days prior to such Acquisition, the Borrower has provided the Lender (i) notice of such Acquisition and (ii) a copy of all business
and financial information reasonably requested by the Lender, which demonstrate compliance with all financial and other covenants after giving effect to the Acquisition, including pro forma financial statements, a pro forma Compliance Certificate, and statements of cash flow;
(e) if any accounts acquired in connection with such Acquisition are proposed to be included in the determination of the Borrowing Base, the Lender shall have received evidence, which shall be satisfactory to the Lender, that such receivables constitute Eligible Receivables;
(f) if such Acquisition is an acquisition of the Equity Interests of a Person, such Acquisition is structured so that the acquired Person shall become a wholly-owned Subsidiary of the Company and a Loan Party;
(g) if such Acquisition is an acquisition of assets, such Acquisition is structured so that a Borrower or another Loan Party shall acquire such assets free and clear of all Liens, other than those in favor of the Lender and Permitted Liens;
(h) if such Acquisition is an acquisition of Equity Interests, such Acquisition will not result in any violation of Regulation U;
(i) if such Acquisition involves a merger or a consolidation involving the Company or any other Loan Party, the Company or such Loan Party, as applicable, shall be the surviving entity;
(j) in connection with an Acquisition of the Equity Interests of any Person, all Liens on property of such Person shall be terminated unless the Lender in its sole discretion consents otherwise, and in connection with an Acquisition of the assets of any Person, all Liens on such assets shall be terminated prior to, or at the time of, the closing of such Acquisition;
(k) the Loan Parties shall be in pro forma compliance with all covenants under the Loan Documents, including without limitation, the financial covenants set forth in Section 7.12 as of the most recently ended fiscal quarter, after giving effect to such Acquisition, as evidenced by a pro forma compliance certificate; and
(l) the Borrower shall have delivered to the Lender the draft documentation relating to such Acquisition in advance of closing, which documentation must be satisfactory to the Lender in all material respects, and the final executed documentation relating to such Acquisition within one (1) day following the consummation thereof.
“Permitted Investments” has the meaning set forth in Section 7.03.
“Permitted Liens” has the meaning set forth in Section 7.01.
“Permitted Transfers” means (a) Dispositions of property to the Borrower or any Subsidiary; provided, that, if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party; (c) Dispositions of accounts receivable in connection with the collection or compromise thereof; (b) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries; and (c) the sale or disposition of Cash Equivalents for fair market value.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.
“Post-Combination Expense” means an expense that is paid in the form of cash or stock to seller(s) in any Acquisition, in which, the cash or stock paid is subject to vesting requirements and/or clawback rights that requires such seller(s) to remain employed during a stated period of time, in accordance with FASB Topic 805-10-55-25a.
“Post-Combination Expense Reduction” means a credit to expense or income for previously recognized Post-Combination Expense that was forfeited or refunded due to a vesting or clawback requirement or any other requirement under GAAP.
“Purchase Agreement” means that certain purchase agreement dated March 1, 2023, by and among Seller, Multistate and the Company.
“Purchase Agreement Documents” means collectively the Purchase Agreement and any and all other agreements, documents or instruments (together with any and all amendments, modifications, and supplements thereto, restatements thereof, and substitutes therefore) previously, now or hereafter executed and delivered by the Seller, Multistate, the Company, or any other Person in connection with the Purchase Agreement Transaction.
“Purchase Agreement Transaction” means the asset purchase agreement transaction contemplated by the provisions of the Purchase Agreement.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
“QFC Credit Support” has the meaning specified in Section 10.19.
“Qualifying Control Agreement” means an agreement, among a Loan Party, a depository institution or securities intermediary and the Lender, which agreement is in form and substance acceptable to the Lender and which provides the Lender with “control” (as such term is used in Article 9 of the UCC) over the deposit account(s) or securities account(s) described therein.
“Receivables” means any of the Borrower’s presently existing and hereafter arising or acquired accounts receivable, notes receivable and other rights to payment for goods sold or leased or for services rendered, whether or not they have been earned by performance, and all rights in any merchandise or goods which any of the same may represent, and all rights, title, security, guarantees, indemnities and warranties with respect to each of the foregoing, including, without limitation, any right of stoppage in transit, and any other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with securitization transactions involving accounts receivables.
“Regulation U” means Regulation U of the FRB, as in effect from time to time and all official rulings and interpretations thereunder or thereof.
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.
“Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment, or into, from or through any building, structure or facility.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York.
“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.
“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of the Term Loan or Revolving Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.
“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party, in its own capacity or in its capacity as a general manager, as applicable. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent requested by the Lender, each Responsible Officer will provide an incumbency certificate and to the extent requested by the Lender, appropriate authorization documentation, in form and substance satisfactory to the Lender.
“Restricted Payment” means (a) any dividend or other distribution, including any tax distribution, direct or indirect, on account of any shares (or equivalent) of any class of Equity Interests of the Borrower or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests of the Borrower or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of any Loan Party or any of its Subsidiaries, now or hereafter outstanding, and (d) any bonuses paid to employees of Borrower in the ordinary course of business and consistent with past practices for such Borrower.
“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of BSBY Rate Loans, having the same Interest Period made by the Lender pursuant to Section 2.01(b).
“Revolving Commitment” means the Lender’s obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01(b) and (b) issue Letters of Credit for the account of the Borrower pursuant to Section 2.04. The Revolving Commitment on the Closing Date shall be Three Million Dollars ($3,000,000).
“Revolving Facility” means, at any time, the aggregate amount of the Lender’s Revolving Commitments at such time.
“Revolving Loan” has the meaning specified in Section 2.01(b).
“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.
“Sale and Leaseback Transaction” means, with respect to any Loan Party or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.
“Sanction(s)” means any sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.
“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions.
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the OFAC, or the U.S. Department of State , the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.
“Scheduled Unavailability Date” has the meaning specified in Section 3.03(b)(ii).
“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“Secured Cash Management Agreement” means any Cash Management Agreement between the any Loan Party and the Lender or an Affiliate of the Lender.
“Secured Hedge Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract required by or not prohibited under Article VI or Article VII between the Borrower and the Lender or an Affiliate of the Lender.
“Secured Obligations” means all Obligations and all Additional Secured Obligations.
“Securities Act” means the Securities Act of 1933, including all amendments thereto and regulations promulgated thereunder.
“Security Agreement” means the security and pledge agreement, dated as of the Closing Date, executed in favor of the Lender by each of the Loan Parties.
“Seller” means Multistate Associates, Inc., a New York corporation.
“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of the Borrower as of such date, determined in accordance with GAAP.
“SOFR Adjustment” means with respect to Daily Simple SOFR means 0.11448% (11.448 basis points) and with respect to Term SOFR means 0.11448% (11.448 basis points) for an interest period of one-month’s duration, 0.26161% (26.161 basis points) for an interest period of three-months’ duration, 0.42826% (42.826 basis points) for an interest period of six-months’ duration, and 0.71513% (71.513 basis points) for an interest period of twelve-months’ duration.
“Solvency Certificate” means a solvency certificate in substantially in the form of Exhibit E.
“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“Subordinated Debt” means any Indebtedness incurred by any Loan Party which by its terms (a) is subordinated in right of payment to the prior payment of the Obligations and (b) contains other terms, including without limitation, standstill, interest rate, maturity and amortization, and insolvency-related provisions, in all respects acceptable to the Lender in its sole discretion.
“Subordination Provisions” has the meaning specified in Section 8.01(m).
“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.
“Successor Rate” has the meaning specified in Section 3.03(b).
“Supported QFC” has the meaning specified in Section 10.19.
“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
“Swap Obligations” means with respect to any Loan Party any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include the Lender or any Affiliate of the Lender).
“Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds but are not otherwise included in the definition of “Indebtedness” or as a liability on the Consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.
“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term Borrowing” means a borrowing consisting of the Term Loan, and in the case of a BSBY Rate Loan, having the same Interest Period made by the Lender pursuant to Section 2.01(a).
“Term Commitment” means the Lender’s obligation to make the Term Loan to the Borrower pursuant to Section 2.01(a). The Term Commitment on the Closing Date shall be Fourteen Million Dollars ($14,000,000).
“Term Facility” means, at any time, (a) on or prior to the Closing Date, the amount of the Term Commitment at such time and (b) thereafter, the principal amount of the Term Loan outstanding at such time.
“Term Loan” means an advance made by the Lender under the Term Facility.
“Term SOFR” means, for the applicable corresponding Interest Period of BSBY (or if any Interest Period does not correspond to an interest period applicable to SOFR, the closest corresponding interest period of SOFR, and if such interest period of SOFR corresponds equally to two Interest Periods of BSBY, the corresponding interest period of the shorter duration shall be applied) the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.
“Threshold Amount” means $500,000.
“Total Leverage Ratio” means, as of the date of determination, the ratio of (a) Funded Indebtedness as of such date; to (b) EBITDA of the Borrower for the most recently completed Measurement Period.
“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations.
“Type” means, with respect to a Loan, its character as a Base Rate Loan or a BSBY Rate Loan.
“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided, that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.
“United States” and “U.S.” mean the United States of America.
“U.S. Special Resolution Regimes” has the meaning specified in Section 10.21.
“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Persons, even though the right to so vote has been suspended by the happening of such contingency.
1.02 Other Interpretive Provisions.
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including the Loan Documents and any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified, extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any and all references to “Borrower”, regardless of whether preceded by the term “a”, “any”, “each of”, “all”, “and/or” or any other similar term, shall be deemed to refer, as the context requires, to each and every (and/or any one or all) parties constituting a Borrower, individually and/or in the aggregate.
(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from, and including,”; the words “to” and “until” each mean “to, but excluding,”; and the word “through” means “to, and including,”.
(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
(d) Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).
1.03 Accounting Terms.
(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at one-hundred percent (100.0%) of the outstanding principal amount thereof, and the effects of FASB ASC Topic 825 on financial liabilities shall be disregarded, and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB ASC Topic 825 “Financial Instruments” (or any other financial accounting standard having a similar result or effect) to value any Indebtedness of the Borrower or any Subsidiary at “fair value”, as defined therein. For purposes of determining the amount of any outstanding Indebtedness, no effect shall be given to any election by the Borrower to measure an item of Indebtedness using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification 825–10–25 (formerly known as FASB 159) or any similar accounting standard).
(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or Lender shall so request, the Lender and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.
1.04 Rounding.
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
1.05 Times of Day.
Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
1.06 Letter of Credit Amounts.
Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that, with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
1.07 UCC Terms.
Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.
1.08 Rates
The Lender does not warrant, nor accept responsibility, nor shall the Lender have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “BSBY Daily Floating Rate” or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rates (including, without limitation, any Successor Rate) or the effect of any of the foregoing, or of any Conforming Changes.
ARTICLE II
COMMITMENTS AND CREDIT EXTENSIONS
2.01 Loans.
(a) Term Borrowing. Subject to the terms and conditions set forth herein, the Lender agrees to make a single Term Loan to the Borrower, in Dollars, on the Closing Date in an amount not to exceed the Term Facility. The Term Borrowing shall consist of the Term Loan made by the Lender. The Term Borrowing repaid or prepaid may not be reborrowed. The Term Loan may be a Base Rate Loan or BSBY Rate Loan, as further provided herein; provided, however, the Term Borrowing made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as a Base Rate Loan unless the Borrower delivers a Loan Notice not less than three (3) Business Days prior to the date of such Term Borrowing.
(b) Revolving Borrowings. Subject to the terms and conditions set forth herein, the Lender agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower, in Dollars, from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of the Revolving Commitment; provided, however, that after giving effect to any Revolving Borrowing, the Total Revolving Outstandings shall not exceed the lesser of the Revolving Commitment or the Borrowing Base. Within the limits of the Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow Revolving Loans, prepay under Section 2.06, and reborrow under this Section 2.01(b). Revolving Loans may be Base Rate Loans or BSBY Rate
Loans, as further provided herein; provided, however, that any Revolving Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a Loan Notice not less than three (3) Business Days prior to the date of such Revolving Borrowing.
(c) During the Availability Period, Lender agrees to make advances under the Revolving Credit Facility in accordance with the provisions of this Agreement; provided that after giving effect to Borrower’s request, the outstanding principal balance of the Revolving Loan would not exceed the lesser of (a) the Revolving Commitment or (b) the then most current Borrowing Base.
2.02 Borrowings, Conversions and Continuations of Loans.
(a) Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of BSBY Rate Loans shall be made upon the Borrower’s irrevocable notice to the Lender, which may be given by (A) telephone or (B) a Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Lender of a Loan Notice. Each such Loan Notice must be received by the Lender not later than 11:00 a.m. two (2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of BSBY Rate Loans or of any conversion of BSBY Rate Loans to Base Rate Loans. Each Borrowing of, conversion to or continuation of BSBY Rate Loans shall be, unless otherwise agreed by Lender, in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Section 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be, unless otherwise agreed by Lender, in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each Loan Notice and each telephonic notice shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable BSBY Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of BSBY Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.
(b) Advances. Following receipt of a Loan Notice for a Facility, upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Lender shall make the requested funds available to the Borrower either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Lender by the Borrower; provided, however, that, if, on the date a Loan Notice with respect to a Revolving Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.
(c) BSBY Rate Loans. Except as otherwise provided herein, a BSBY Rate Loan may be continued or converted only on the last day of an Interest Period for such BSBY Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as BSBY Rate Loans without the consent of the Lender, and the Lender may demand that any or all of the outstanding BSBY Rate Loans be converted immediately to Base Rate Loans.
(d) Interest Rates. Each determination of an interest rate by the Lender pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower in the absence of manifest error.
(e) Interest Periods. After giving effect to the Term Borrowing, conversion of the Term Loan from one Type to the other, and all continuations of the Term Loan as the same Type, there shall not be more than three (3) Interest Periods in effect in respect of the Term Facility. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than three (3) Interest Periods in effect in respect of the Revolving Facility.
(f) Autoborrow. Notwithstanding anything contained herein to the contrary, in order to facilitate Borrowings, the Borrower and the Lender may mutually agree to, and are hereby authorized to, enter into an autoborrow agreement in form and substance satisfactory to the Lender (the “Autoborrow Agreement”) providing for the automatic advance by the Lender of Revolving Loans under the conditions set forth in such agreement, which shall be in addition to the conditions set forth herein. At any time an Autoborrow Agreement is in effect, the requirements for Revolving Loan Borrowings set forth herein shall not apply, and all Revolving Loan Borrowings shall be made in accordance with the Autoborrow Agreement.
(g) Conforming Changes. With respect to BSBY the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Lender shall post each such amendment implementing such Conforming Changes to the Borrower reasonably promptly after such amendment becomes effective.
2.03 Borrowing Base.
(a) As used in this Agreement, the term “Borrowing Base” means at any time, an amount equal to eighty percent (80%) of the amount of Eligible Receivables.
(b) The Borrowing Base shall be computed based on the Borrowing Base Certificate most recently delivered to and accepted by Lender in its sole and absolute discretion. In the event Borrower fails to furnish a Borrowing Base Certificate required by Section 5.05(d), or in the event Lender believes that a Borrowing Base Certificate is no longer accurate, Lender may, in its sole and absolute discretion exercised from time to time and without limiting its other rights and remedies under this Agreement, suspend the making of or limit advances under the Revolving Loan. The Borrowing Base shall be subject to reduction by amounts credited to the Collateral Account since the date of the most recent Borrowing Base Certificate and by the amount of any Receivable which was included in the Borrowing Base but which Lender determines fails to meet the respective criteria applicable from time to time for Eligible Receivables.
(c) If at any time the total of the aggregate principal amount of the Total Revolving Outstandings exceeds the Borrowing Base, a borrowing base deficiency (“Borrowing Base Deficiency”) shall exist. Each time a Borrowing Base Deficiency exists, Borrower, at the sole and absolute discretion of Lender exercised from time to time, shall pay the Borrowing Base Deficiency ON DEMAND to Lender.
(d) Without implying any limitation on Lender’s discretion with respect to the Borrowing Base, the criteria for Eligible Receivables contained in the definition of Eligible Receivables are in part based upon the business operations of Borrower existing on or about the Closing Date and upon information and records furnished to Lender by Borrower. If at any time or from time to time hereafter, the business operations of Borrower change or such information and records furnished to Lender is incorrect or misleading, Lender in its reasonable discretion, may at any time and from time to time during the duration of this Agreement change such criteria or add new criteria. Lender may communicate such changed or additional criteria to Borrower from time to time in writing.
2.04 Letters of Credit.
(a) The Letter of Credit Commitment. Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, the Borrower may request that the Lender issue, at any time and from time to time during the Availability Period, Letters of Credit in Dollars for its own account in such form as is acceptable to Lender in its reasonable determination. Letters of Credit issued hereunder shall constitute utilization of the Revolving Commitments. The Existing Letters of Credit shall be deemed to have been issued hereunder and shall constitute utilization of the Revolving Commitments.
(b) Notice of Issuance, Amendment, Extension, Reinstatement or Renewal.
(i) To request the issuance of a Letter of Credit (or the amendment of the terms and conditions, extension of the terms and conditions, extension of the expiration date, or reinstatement of amounts paid, or renewal of an outstanding Letter of Credit), the Borrower shall deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the Lender) to the Lender not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Lender may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, extended, reinstated and/or renewed, and specifying the date of issuance, amendment, extension, reinstatement and/or renewal (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with clause (d) below), the amount of such Letter of Credit, the name and address of the beneficiary thereof, the purpose and nature of the requested Letter of Credit, and such other information as shall be necessary to prepare, amend, extend, reinstate and/or renew such Letter of Credit. If requested by the Lender, the Borrower also shall submit a Letter of Credit Application and reimbursement agreement on the Lender’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Letter of Credit Application and reimbursement agreement or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control.
(ii) If the Borrower so requests in any applicable Letter of Credit Application (or the amendment of an outstanding Letter of Credit), the Lender may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter
of Credit”); provided, that, any such Auto-Extension Letter of Credit shall permit the Lender to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon by the Borrower and the Lender at the time such Letter of Credit is issued. Unless otherwise directed by the Lender, the Borrower shall not be required to make a specific request to the Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lender may permit the extension of such Letter of Credit at any time to an expiration date not later than the date permitted pursuant to clause (d) below; provided, that, the Lender shall not (A) permit any such extension if the Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its extended form under the terms hereof (except that the expiration date may be extended to a date that is no more than one (1) year from the then-current expiration date), or (B) be obligated to permit such extension if the Lender has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Borrower that one (1) or more of the applicable conditions set forth in Section 4.02 is not then satisfied, and in each such case directing the Lender not to permit such extension.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the Lender may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the Lender, the Borrower shall not be required to make a specific request to the Lender to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Lender may reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the Lender to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the Lender shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Reinstatement Deadline from the Borrower that one (1) or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause (b)(iii)) and, in each case, directing the Lender not to permit such reinstatement.
(c) Limitations on Amounts, Issuance and Amendment. A Letter of Credit shall be issued, amended, extended, reinstated and/or renewed only if (and, upon issuance, amendment, extension, reinstatement and/or renewal of each Letter of Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to each such issuance, amendment, extension, reinstatement and/or renewal, the aggregate amount of the outstanding Letters of Credit issued by the Lender shall not exceed its L/C Commitment at such time.
(i) The Lender shall not be under any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Lender from issuing the Letter of Credit, or any Law applicable to the Lender, or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Lender, shall prohibit, or request that the Lender refrain from, the
issuance of letters of credit generally or the Letter of Credit in particular, or shall impose upon the Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the Lender in good faith deems material to it;
(B) the issuance of such Letter of Credit would violate one or more policies of the Lender applicable to letters of credit generally;
(C) except as otherwise agreed by the Lender, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit; or
(D) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(ii) The Lender shall be under no obligation to amend any Letter of Credit if (A) the Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(d) Expiration Date. Each Letter of Credit shall have a stated expiration date no later than the earlier of: (i) the date that is twelve (12) months after the date of issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, whether automatic or by amendment, the date that is twelve (12) months after the then-current expiration date of such Letter of Credit); and (ii) the date that is five (5) Business Days prior to the Maturity Date.
(e) Reimbursement. If the Lender shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the Lender in respect of such L/C Disbursement by paying to the Lender an amount equal to such L/C Disbursement not later than 12:00 p.m. (noon) on (i) the next Business Day that the Borrower receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. on such Business Day, or (ii) the second (2nd) Business Day following the day that the Borrower receives such notice, if such notice is not received prior to such time, provided, that, if such L/C Disbursement is not less than $100,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or this Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans.
(f) Obligations Absolute. The Borrower’s obligation to reimburse L/C Disbursements as provided in clause (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, and irrespective of:
(i) any lack of validity or enforceability of this Agreement, any other Loan Document or any Letter of Credit, or any term or provision herein or therein;
(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may
be acting), the Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement in such draft or other document being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
(iv) waiver by the Lender of any requirement that exists for the Lender’s protection and not the protection of the Borrower, or any waiver by the Lender which does not in fact materially prejudice the Borrower;
(v) honor of a demand for payment presented electronically, even if such Letter of Credit required that demand be in the form of a draft;
(vi) any payment made by the Lender in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit, if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;
(vii) payment by the Lender under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit; or
(viii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.04, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
(g) Examination. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the Lender. The Borrower shall be conclusively deemed to have waived any such claim against the Lender and its correspondents unless such notice is given as aforesaid.
(h) Liability. Neither the Lender nor any of its Related Parties shall have any liability or responsibility by reason of, or in connection with, the issuance or transfer of any Letter of Credit by the Lender, or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under, or relating to, any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation, or any consequence arising from causes beyond the control of the Lender; provided, that, the foregoing shall not be construed to excuse the Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by Applicable Law) suffered by the Borrower that are caused by the Lender’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Lender
(as finally determined by a court of competent jurisdiction), the Lender shall be deemed to have exercised care in each such determination, and that:
(i) the Lender may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation;
(ii) the Lender may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit;
(iii) the Lender shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and
(iv) this sentence shall establish the standard of care to be exercised by the Lender when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by Applicable Law, any standard of care inconsistent with the foregoing).
Without limiting the foregoing, neither the Lender nor any of its Related Parties shall have any liability or responsibility by reason of (A) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (B) the Lender declining to take-up documents and make payment, (C) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor, (D) following a Borrower’s waiver of discrepancies with respect to such documents or request for honor of such documents, or (E) the Lender retaining proceeds of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to the Lender.
(i) Applicability of ISP and UCP. Unless otherwise expressly agreed by the Lender and the Borrower when a Letter of Credit is issued by the Lender, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, the Lender shall not be responsible to the Borrower for, and the Lender’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the Lender required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the Lender or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade — International Financial Services Association (BAFT–IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.
(j) Documentary and Processing Charges Payable to the Lender. The Borrower shall pay directly to the Lender for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Lender relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are non-refundable.
(k) Disbursement Procedures. The Lender for any Letter of Credit shall, within the time allowed by Applicable Laws or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit. The Lender shall promptly after such examination notify the Borrower in writing of such demand for payment if the Lender has made, or will make, an L/C Disbursement thereunder; provided, that, any failure to give, or delay in giving, such notice shall not relieve the Borrower of its obligation to reimburse the Lender with respect to any such L/C Disbursement.
(l) Letter of Credit Fees. The Borrower shall pay to the Lender a Letter of Credit fee (the “Letter of Credit Fee”) for each standby Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. Letter of Credit Fees shall be in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the election of the Lender in its sole discretion, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.
(m) Interim Interest. If the Lender for any standby Letter of Credit shall make any L/C Disbursement, then, unless the Borrower shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from, and including, the date such L/C Disbursement is made to, but excluding, the date that the Borrower reimburses such L/C Disbursement, at the rate per annum then applicable to Base Rate Loans; provided, that, if the Borrower fails to reimburse such L/C Disbursement when due pursuant to clause (e) of this Section 2.04, then Section 2.08(b) shall apply.
(n) Cash Collateralization.
(i) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Lender demanding the deposit of Cash Collateral pursuant to this clause (r)(i), the Borrower shall immediately deposit into an account established and maintained on the books and records of the Lender (the “Collateral Account”) an amount in cash equal to one-hundred and five percent (105.0%) of the L/C Obligations as of such date, plus any accrued and unpaid interest thereon, provided, that, the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (f) of Section 8.01. Such deposit shall be held by the Lender as collateral for the payment and performance of the obligations of the Borrower under this Agreement. In addition, and without limiting the foregoing or clause (d) above, if any L/C Obligations remain outstanding after the expiration date specified in said clause (d), the Borrower shall immediately deposit into the Collateral Account an amount in cash equal to one-hundred and five percent (105.0%) of such L/C Obligations as of such date, plus any accrued and unpaid interest thereon.
(ii) The Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Lender and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Collateral Account. Moneys in the Collateral Account shall be applied by the Lender to reimburse the Lender for L/C Disbursements for which it has not been reimbursed, together with related fees, costs, and customary processing
charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the L/C Obligations at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.
(o) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.
2.05 Reserved.
2.06 Prepayments.
(a) Optional. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loan and Revolving Loans in whole or in part without premium or penalty. Each prepayment of the outstanding Term Loan pursuant to this Section 2.06(a) shall be applied to the principal repayment installments thereof in inverse order of maturity.
(b) Mandatory.
(i) If for any reason a Borrowing Base Deficiency occurs at any time, the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such Borrowing Base Deficiency; provided, however, that, the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless, after the prepayment of the Revolving Loans, the Total Revolving Outstandings exceed the lesser of the Revolving Facility or the Borrowing Base at such time.
(ii) Prepayments of the Revolving Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Facility required pursuant to this Section 2.06(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, Cash Collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in this Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party that has provided Cash Collateral) to reimburse the Lender.
(iii) Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.06(b) shall be applied first (1st) to Base Rate Loans and then to BSBY Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.056(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.
(iv) Extraordinary Receipts. Within ten (10) Business Days of receipt by the Borrower or any Subsidiary of any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in this Section 2.06(b), the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate principal amount equal to no more than Three Hundred Thousand Dollars ($300,000) of all cash proceeds received therefrom.
2.07 Repayment of Loans.
(a) Term Loan. The Borrower shall repay to the Lender the principal amount of the Term Loan, unless accelerated sooner pursuant to Section 8.02, in equal monthly installments of principal each in the amount of Two Hundred Ninety-One Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($291,666.67), commencing March 28, 2023, and on the same day of each month thereafter, plus interest on the Term Loan, until the Maturity Date for the Term Facility. Provided, however, that, (i) the final principal repayment installment of the Term Loan shall be repaid on the Maturity Date for the Term Facility and in any event shall be in an amount equal to the outstanding aggregate principal amount of the Term Loan, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on the BSBY Rate Loan) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on the BSBY Rate Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.
(b) Revolving Loans. The Borrower shall repay to the Lender on the Maturity Date for the Revolving Facility the aggregate principal amount of all Revolving Loans outstanding on such date.
2.08 Interest and Default Rate.
(a) Interest. Subject to the provisions of Section 2.07(b), (i) each BSBY Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable Borrowing date at a rate per annum equal to the Applicable Rate for such Facility for such Interest Period; and (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate for such Facility. To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.
(b) Default Rate.
(i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws.
(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Lender such
amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws.
(iii) Upon the request of the Lender, while any Event of Default exists (including a payment default), all outstanding Obligations may accrue at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws.
(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c) Interest Payments. Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
2.09 Fees.
In addition to certain fees described in subsection (l) of Section 2.04 the Borrower shall pay to the Lender a nonrefundable upfront fee on the Closing Date of $42,500.
2.10 Computation of Interest and Fees.
All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the BSBY Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365 day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11, bear interest for one (1) day. Each determination by the Lender of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
2.11 Payments Generally.
All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Lender at the Lender’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. All payments received by the Lender after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject to Section 2.07(a) and as otherwise specifically provided for in this Agreement, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(a) Direct Debit.
(i) The Borrower agrees that on the due date of any amount due under this Agreement, the Lender will debit the amount due from deposit account number 226005725740 owned by the Company, or such other of the Borrower’s accounts with the Lender as designated in writing by the Borrower (the “Designated Account”). Should there be insufficient funds in the Designated Account to pay all such sums when due, the full amount of such deficiency shall be immediately due and payable by the Borrower in accordance with the terms of this Agreement.
(ii) The Borrower may terminate this direct debit arrangement at any time by sending written notice to the Lender at the address specified at the end of this Agreement.
2.12 Cash Collateral.
(a) Certain Credit Support Events. If (i) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, or (ii) the Borrower shall be required to provide Cash Collateral pursuant to the terms hereof, the Borrower shall immediately following any request by the Lender, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount. Additionally, if the Lender notifies the Company at any time that the Outstanding Amount of all L/C Obligations at such time exceeds one-hundred and five percent (105.0)% of the Letter of Credit Sublimit then in effect, then within three (3) Business Days after receipt of such notice, the Company shall provide Cash Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit.
(b) Grant of Security Interest. The Borrower hereby grants to (and subjects to the control of) the Lender and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as Collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.12(c). If at any time the Lender determines that Cash Collateral is subject to any right or claim of any Person other than the Lender, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Lender, pay or provide to the Lender additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in one or more Controlled Accounts at Bank of America. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.
(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.12 or Sections 2.04, 2.06 or 8.03 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.
(d) Release. Cash Collateral (or the appropriate portion thereof) provided to secure obligations shall be released promptly following the determination by the Lender that there exists excess Cash Collateral; provided, however, that, (i) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (ii) the Person providing Cash Collateral and the Lender may agree that Cash Collateral shall not be released but instead held to support future anticipated obligations.
(e) Without implying any limitation to the foregoing, as additional Collateral and security for the Obligations for all Permitted Acquisitions, other than the Purchase Agreement Transaction, which is the subject of the Purchase Agreement, and any Acquisitions consummated prior to the Closing Date, Borrower hereby assigns to Lender all of its respective rights, title and interest in, to, and under, the documentation relating to such Acquisition, including, without limitation, all of the benefits of any representations and warranties provided by the Seller and any and all rights of Borrower to indemnification from the Seller or any other Person contained therein. Borrower agrees that neither the assignment to the Lender nor any other provision contained in this Agreement or any of the other Loan
Documents shall impose on Lender any obligation or liability of Borrower under the documentation relating to such Acquisition. Borrower hereby agrees to indemnify Lender and hold Lender harmless from any and all claims, actions, suits, losses, damages, costs, expenses, fees, obligations and liabilities which may be incurred by or imposed upon Lender by virtue of the assignment of and Lien on Borrower’s rights, title and interest in, to, and under the documentation relating to such Acquisition. Borrower further acknowledges and agrees that following the occurrence of an Event of Default, Lender shall be entitled to enforce any and all rights and remedies available to Borrower under the documentation relating to such Acquisition and/or Applicable Laws with respect to such documentation.
2.13 Borrower.
(a) Borrower. The Company may at any time, upon not less than fifteen (15) Business Days’ notice from the Company to the Lender (or such shorter period as may be agreed by the Lender in its sole discretion), request to designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Borrower to receive Loans hereunder by delivering to the Lender a duly executed notice and agreement in substantially the form of Exhibit F (a “Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) the Lender must agree to such Applicant Borrower becoming a Borrower and (ii) the Lender shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Lender, as may be required by the Lender (the requirements in clauses (i) and (ii) hereof, the “Borrower Requirements”). If the Borrower Requirements are met, the Lender shall send a notice in substantially the form of Exhibit G (a “Borrower Notice”) to the Company specifying the effective date upon which the Applicant Borrower shall constitute a Borrower for purposes hereof, whereupon the Lender agrees to permit such Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided, that, no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Borrower until the date five (5) Business Days after such effective date.
(b) Obligations. Except as specifically provided herein, the Secured Obligations of the Company and Borrower shall be joint and several in nature (unless such joint and several liability (i) shall result in adverse tax consequences to any such Borrower or (ii) is not permitted by any Law applicable to such Borrower, in which either such case, the liability of such Borrower shall be several in nature) regardless of which such Person actually receives Credit Extensions hereunder or the amount of such Credit Extensions received or the manner in which the Lender accounts for such Credit Extensions on its books and records. Notwithstanding anything contained to the contrary herein or in any Loan Document (including any Borrower Request and Assumption Agreement), (A) no Borrower that is a Foreign Subsidiary shall be obligated with respect to any Secured Obligations of the Company or of any Domestic Subsidiary; and (B) the Secured Obligations owed by a Borrower that is a Foreign Subsidiary shall be several and not joint with the Secured Obligations of the Company or of any Borrower that is a Domestic Subsidiary and Foreign Subsidiary.
(c) Appointment. Each Subsidiary of the Company that is or becomes a “Borrower” pursuant to this Section 2.13 hereby irrevocably appoints the Company to act as its agent for all purposes of this Agreement and the other Loan Documents and agrees that (i) the Company may execute such documents on behalf of such Borrower as the Company deems appropriate in its sole discretion and each Borrower shall be obligated by all of the terms of any such document executed on its behalf (ii) any notice or communication delivered by the Lender to the Company shall be deemed delivered to each Borrower and (iii) the Lender may accept, and be permitted to rely on, any document, instrument or agreement executed by the Company on behalf of each Loan Party.
ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01 Taxes.
If any payments to the Lender under this Agreement are made from outside the United States, the Borrower will not deduct any foreign Taxes from any payments it makes to the Lender. If any such Taxes are imposed on any payments made by the Borrower (including payments under this Section 3.01), the Borrower shall pay the Taxes and will also pay to the Lender, at the time interest is paid, any additional amount which the Lender specifies as necessary to preserve the after-Tax yield the Lender would have received if such Taxes had not been imposed. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority, as provided in this Section 3.01, the Borrower will deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.
The Borrower will confirm that it has paid the Taxes by giving the Lender official Tax receipts (or notarized copies) within thirty (30) days after the due date.
3.02 Illegality.
If the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender or the Lender’s Office to make, maintain or fund or charge interest with respect to any Credit Extension, or to determine or charge interest rates based upon the BSBY Rate or the BSBY Daily Floating Rate, as applicable, then, upon notice thereof by the Lender to the Borrower, (a) any obligation of the Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue BSBY Rate Loans or to convert Base Rate Loans to BSBY Rate Loans shall be suspended, and (b) if such notice asserts the illegality of the Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the BSBY Rate component of the Base Rate, the interest rate on which Base Rate Loans of the Lender shall, if necessary to avoid such illegality, be determined by the Lender without reference to the BSBY Rate component of the Base Rate, in each case until the Lender notifies the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from the Lender, prepay or, if applicable, convert all BSBY Rate Loans of the Lender to Base Rate Loans (the interest rate on which Base Rate Loans of the Lender shall, if necessary to avoid such illegality, be determined by the Lender without reference to the BSBY Rate component of the Base Rate), either on the last day of the Interest Period therefor, if the Lender may lawfully continue to maintain such BSBY Rate Loans to such day, or immediately, if the Lender may not lawfully continue to maintain such BSBY Rate Loans and (ii) if such notice asserts the illegality of the Lender determining or charging interest rates based upon the BSBY Rate, the Lender shall during the period of such suspension compute the Base Rate applicable to the Lender without reference to the BSBY Rate component thereof until the Borrower is advised in writing by the Lender that it is no longer illegal for the Lender to determine or charge interest rates based upon the BSBY Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05.
3.03 Inability to Determine Rates.
(a) If in connection with any request for a BSBY Rate Loan or a conversion to or continuation thereof, as applicable, (i) the Lender determines (which determination shall be conclusive
absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or the Scheduled Unavailability Date has occurred (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the BSBY Rate or the BSBY Daily Floating Rate, as applicable, for any requested Interest Period with respect to a proposed BSBY Rate Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Lender determines that for any reason that the BSBY Rate or the BSBY Daily Floating Rate, as applicable, for any requested Interest Period with respect to a proposed BSBY Rate Loan does not adequately and fairly reflect the cost to the Lender of funding such BSBY Rate Loan, the Lender will promptly so notify the Borrower. Thereafter, (x) the obligation of the Lender to make or maintain BSBY Rate Loans or to convert Base Rate Loans to BSBY Rate Loans shall be suspended (to the extent of the affected BSBY Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the BSBY Rate component of the Base Rate, the utilization of the BSBY Rate component in determining the Base Rate shall be suspended, in each case until the Lender revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, or conversion to or continuation of BSBY Rate Loans (to the extent of the affected BSBY Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (ii) any outstanding BSBY Rate Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period.
(b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Lender determines (which determination shall be conclusive absent manifest error), or the Borrower notifies the Lender that the Borrower has determined, that:
(i) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of BSBY, including, without limitation, because the BSBY Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii) Bloomberg or any successor administrator of the BSBY Screen Rate or a Governmental Authority having or purporting to have jurisdiction over the Lender or Bloomberg or such administrator has made a public statement identifying a specific date after which one month, three month and six month interest periods of BSBY or the BSBY Screen Rate shall or will no longer be representative or made available, or used for determining the interest rate of loans, or shall or will otherwise cease, or that such interest periods or BSBY Screen Rate have failed to comply with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Lender, that will continue to provide such representative interest periods of BSBY after such specific date (the latest date on which one month, three month and six month interest periods of BSBY or the BSBY Screen Rate are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”);
then, on a date and time determined by the Lender (any such date, the “BSBY Replacement Date”), which date shall be at the end of an Interest Period or on the relevant Interest Payment Date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, BSBY will be replaced hereunder and under any Loan Document with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Lender, in each case, without any amendment to, or further
action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”):
(x) Term SOFR plus the SOFR Adjustment; and
(y) Daily Simple SOFR plus the SOFR Adjustment;
(z)Provided that, if initially BSBY is replaced with the rate contained in clause (y) above (Daily Simple SOFR plus the SOFR Adjustment) and subsequent to such replacement, the Lender determines that Term SOFR has become available and is administratively feasible for the Lender in its sole discretion, and the Lender notifies the Borrower of such availability, then from and after the beginning of the Interest Period, relevant Interest Payment Date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice, the Successor Rate shall be Term SOFR plus the SOFR Adjustment.
If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a monthly basis.
Notwithstanding anything to the contrary herein, (i) if the Lender determines that neither of the alternatives set forth in clauses (x) and (y) above are available on or prior to the BSBY Replacement Date or (ii) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Lender and the Borrower may amend this Agreement solely for the purpose of replacing BSBY or any then current Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant Interest Payment Date or payment period for interest calculated, as applicable, with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated bilateral credit facilities executed in the United States for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated bilateral credit facilities executed in the United States for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Lender from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate.
The Lender will promptly (in one or more notices) notify the Borrower of the implementation of any Successor Rate.
Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Lender, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Lender.
Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than 0%, the Successor Rate will be deemed to be 0% for the purposes of this Agreement and the other Loan Documents.
If the Successor Rate includes a SOFR-based rate, then, as of the BSBY Replacement Date, the Applicable Rate that applies to the commitment fee set forth in Section 2.09 shall increase by the percentage points equal to the SOFR Adjustment for an interest period of one month’s duration.
In connection with the implementation of a Successor Rate, the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in
any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Lender shall provide each such amendment implementing such Conforming Changes to the Borrower reasonably promptly after such amendment becomes effective.
3.04 Increased Costs.
(a) Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, the Lender (except any reserve requirement);
(ii) subject the Lender to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on the Lender any other condition, cost or expense affecting this Agreement or BSBY Rate Loans made by the Lender or any Letter of Credit;
and the result of any of the foregoing shall be to increase the cost to the Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to the Lender of issuing or maintaining any Letter of Credit (or of maintaining its obligation to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or any other amount) then, upon request of the Lender, the Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered.
(b) Capital Requirements. If the Lender determines that any Change in Law affecting the Lender or the Lender’s Office or the Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on the Lender’s capital or on the capital of the Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of the Lender or the Loans made by or the Letters of Credit issued by the Lender, to a level below that which the Lender or the Lender’s holding company could have achieved but for such Change in Law (taking into consideration the Lender’s policies and the policies of the Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to the Lender such additional amount or amounts as will compensate the Lender or the Lender’s holding company for any such reduction suffered.
(c) Certificates for Reimbursement. A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 3.04 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay the Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.
(d) Delay in Requests. Failure or delay on the part of the Lender to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of the Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate the Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered
more than nine (9) months prior to the date that the Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of the Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).
3.05 Compensation for Losses.
Upon demand of the Lender from time to time, the Borrower shall promptly compensate the Lender for and hold the Lender harmless from any loss, cost or expense incurred by it as a result of:
(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or
(b) any failure by the Borrower (for a reason other than the failure of the Lender to make a Loan) to prepay as set forth in a Notice of Loan Prepayment delivered by the Borrower to the Lender in accordance with Section 2.06, or borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower in a Loan Notice delivered by the Borrower to the Lender in accordance with Section 2.02(a), including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by the Lender in connection with the foregoing.
3.06 Survival.
All of the Borrower’s obligations under this Article III shall survive termination of the Commitments, repayment of all other Obligations hereunder and the Facility Termination Date.
ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01 Conditions of Initial Credit Extension.
The obligation of the Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) Execution of Credit Agreement; Loan Documents. The Lender shall have received (i) counterparts of this Agreement, executed by a Responsible Officer of each Loan Party, (ii) counterparts of the Security Agreement and each other Collateral Document, executed by a Responsible Officer of the applicable Loan Parties and a duly authorized officer of each other Person party thereto, as applicable and (iii) counterparts of any other Loan Document, executed by a Responsible Officer of the applicable Loan Party and a duly authorized officer of each other Person party thereto.
(b) Officer’s Certificate. The Lender shall have received an Officer’s Certificate dated the Closing Date, certifying as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party.
(c) Legal Opinions of Counsel. The Lender shall have received an opinion or opinions (including, if requested by the Lender, local counsel opinions) of counsel for the Loan Parties, dated the Closing Date and addressed to the Lender, in form and substance acceptable to the Lender.
(d) Financial Statements. The Lender shall have received audited Consolidated balance sheets of the Company for the fiscal year ended December 31, 2021, and unaudited Consolidated balance sheets of the Company for the fiscal year ended December 31, 2022, in addition to copies of the financial statements referred to in Section 5.05, each in form and substance satisfactory to each of them.
(e) Personal Property Collateral. The Lender shall have received, in form and substance satisfactory to the Lender:
(i) (A) searches of UCC filings in the jurisdiction of incorporation of each Loan Party or where a filing would need to be made in order to perfect the Lender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens and (B) tax lien, judgment and bankruptcy searches;
(ii) completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Lender’s sole discretion, to perfect the Lender’s security interest in the Collateral;
(iii) to the extent required to be delivered, filed, registered or recorded pursuant to the terms and conditions of the Collateral Documents, all instruments, documents and chattel paper in the possession of Borrower, together with allonges or assignments as may be necessary or appropriate to create and perfect the Lender’s security interest in the Collateral; and
(f) Liability, Casualty, Property, Terrorism and Business Interruption Insurance. The Lender shall have received copies of insurance policies, declaration pages, certificates, and endorsements of insurance or insurance binders evidencing liability, casualty, property, terrorism and business interruption insurance meeting the requirements set forth herein or in the Collateral Documents or as required by the Lender.
(g) Solvency Certificate. The Lender shall have received a Solvency Certificate signed by a Responsible Officer of the Borrower as to the financial condition, Solvency and related matters of the Borrower and its Subsidiaries, after giving effect to the initial Borrowings under the Loan Documents and the other transactions contemplated hereby.
(h) Reserved.
(i) Loan Notice. The Lender shall have received a Loan Notice with respect to the Loans to be made on the Closing Date.
(j) Existing Indebtedness of the Loan Parties. All of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (other than existing Indebtedness set forth on Schedule 4.01(j) and Indebtedness permitted to exist pursuant to Section 7.02) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date.
(k) Anti-Money-Laundering; Beneficial Ownership. The Borrower shall have provided to the Lender, and the Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and any Loan Party that qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation shall have delivered to the Lender a Beneficial Ownership Certification in relation to such Loan Party.
(l) Consents. The Lender shall have received evidence that all boards of directors, governmental, shareholder and material third party consents and approvals necessary in connection with the entering into of this Agreement and the Purchase Agreement Documents have been obtained.
(m) Fees and Expenses. The Lender shall have received all fees and expenses, if any, owing pursuant to Section 2.09.
(n) Due Diligence. The Lender shall have completed a due diligence investigation of the Borrower and its Subsidiaries in scope, and with results, satisfactory to the Lender.
(o) A/R and A/P Aging Reports. Lender shall have received (i) a current detailed aging schedule of all Receivables by Account Debtor, in such detail, and accompanied by such supporting information, as Lender may reasonably request and (ii) current a detailed aging of all accounts payable by supplier, in such detail, and accompanied by such supporting information, as Lender may reasonably request.
(p) Other Documents. All other documents provided for herein or which the Lender may reasonably request or require.
(q) Additional Information. Such additional information and materials which the Lender shall reasonably request or require.
(r) Purchase Agreement Transaction. The Purchase Agreement Transaction shall have been completed and closed prior to or simultaneously herewith upon terms and conditions satisfactory to Lender, in accordance with the Purchase Agreement and Applicable Laws.
Lender shall have received photocopies of all Purchase Agreement Documents executed, delivered and/or furnished in connection with the Purchase Agreement Transaction, together with a certificate signed by a Responsible Officer of Multistate certifying that the Purchase Agreement and the other Purchase Agreement Documents furnished to Lender are true, correct, in full force and effect and the provisions thereof have not been in any way modified, amended or waived, the Purchase Agreement Transaction has been closed and completed in accordance with the Purchase Agreement and the other Purchase Agreement Documents furnished to Lender and in accordance with all Applicable Laws, Multistate has obtained all consents, licenses and approvals to permit it to engage in the business previously operated and conducted by the Seller, and the Seller has duly and properly assigned to Multistate all of its right, title and interest in, and to, any and all Trademarks, Copyrights and Patents, together with the goodwill of the Seller associated with, and/or symbolized by, any of the foregoing, together with the goodwill associated with, or symbolized by any of the foregoing from the Seller to Multistate.
4.02 Conditions to all Credit Extensions.
The obligation of the Lender to honor any Request for Credit Extension is subject to the following conditions precedent:
(a) Representations and Warranties. The representations and warranties of the Borrower and each other Loan Party contained in Article II, Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, if such representation or warranty is qualified by materiality
or a material adverse effect, in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is qualified by materiality or a material adverse effect, in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.
(b) Default. No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.
(c) Request for Credit Extension. The Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.
Each Request for Credit Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Each Loan Party represents and warrants to the Lender, as of the date made or deemed made, that:
5.01 Existence, Qualification and Power.
Each Loan Party represents and warrants that (a) it is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) it has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) Multistate can execute, deliver and perform its obligations under the Purchase Agreement Documents to which it is a party, (d) it can close and consummate the Purchase Agreement Transaction, (e) it is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (f) this financing is being used, in part, for the Purchase Agreement Transaction. The copy of the Organization Documents of each Loan Party provided to the Lender pursuant to the terms of this Agreement is a true and correct copy of each such document, each of which is valid and in full force and effect.
5.02 Authorization; No Contravention.
The execution, delivery and performance by each Loan Party of each Loan Document has been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien under, or require any payment to be made under (i) any Contractual Obligation, in any material respect, to which such Borrower is a party or affecting such Borrower or the properties of such Borrower or any of its
Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Borrower or its property is subject; or (c) violate any Applicable Law.
5.03 Governmental Authorization; Other Consents.
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, enforcement against, or the closing and consummation of any Loan Party of this Agreement, any other Loan Document, or any of the Purchase Agreement Documents (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof) or (d) the exercise by the Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, other than (i) authorizations, approvals, actions, notices and filings which have been duly obtained and (ii) filings to perfect the Liens created by the Collateral Documents.
5.04 Binding Effect.
This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
5.05 Financial Statements; No Material Adverse Effect.
(a) Audited Annual Financial Statements. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower as of the date thereof and its results of operations, cash flows and changes in Shareholders’ Equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Borrower as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness.
(b) Quarterly Financial Statements. The unaudited Consolidated balance sheets of the Borrower and dated December 31, 2022 and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in Shareholders’ Equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Material Adverse Effect. Since the date of the balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
(d) Borrowing Base Certificate. Company will furnish to Lender no less frequently than monthly and at such other times as may be requested by Lender a report of the Borrowing Base (each a Borrowing Base Certificate; collectively, the “Borrowing Base Certificates”) in the form required from time to time by Lender, appropriately completed and duly signed. The Borrowing Base Certificate shall contain the amount and payments on the Receivables, and the calculations of the Borrowing Base, all in such detail, and accompanied by such supporting and other information, as Lender may from time to time request. Upon Lender’s request and upon the creation of any Receivables, or at such other intervals as Lender may require, Borrower will provide Lender with (a) confirmatory assignment schedules; (b) copies of Account Debtor invoices; (c) evidence of shipment or delivery; and (d) such further schedules, documents and/or information regarding the Receivables as Lender may reasonably require. The items to be provided under this subsection shall be in form satisfactory to Lender, and certified as true and correct by a Responsible Officer (or by any other officers or employees of the Company whom a Responsible Officer from time to time authorizes in writing to do so), and delivered to Lender from time to time solely for Lender’s convenience in maintaining records of the Collateral. The failure of the Company to delivery any of such items to Lender shall not affect, terminate, modify, or otherwise limit the Liens of Lender on the Collateral.
5.06 Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
5.07 No Default.
Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.
5.08 Ownership of Property.
Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
5.09 Environmental Matters.
Except as could not, individually or in the aggregate, reasonably be expected to result in any Material Adverse Effect on the Loan Party:
(i) (A) None of the properties currently or formerly owned, or, to the knowledge of each Loan Party, leased or operated by each Loan Party is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) to the knowledge of each Loan Party, there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or
disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to the knowledge of each Loan Party, on any property formerly owned, leased or operated by each Loan Party; (C) there is no and never has been any asbestos or asbestos-containing material on, at or in any property currently owned, or to the knowledge of each Loan Party, leased or operated by any Loan Party; (D) Hazardous Materials have not been released on, at, under or from any property currently or formerly owned, or to the knowledge of each Loan Party, leased or operated by any Loan Party or any property by or on behalf, or otherwise arising from the operations, of a Loan Party; and (E) no Loan Party has become subject to any Environmental Liability or knows of any facts or circumstances that could reasonably be expected to give rise to any Environmental Liability;
(ii) (A) Each Loan Party is not undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release of Hazardous Materials at, on, under, or from any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned, or to the knowledge of each Loan Party, leased or operated by any Loan Party has been disposed of in a manner which could not reasonably expected to result in liability to a Loan Party;
(iii) Each Loan Party: (A) is, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (B) hold all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (C) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; (D) to the extent within the control of the Loan Parties and their respective Subsidiaries, will timely renew and comply with each of their Environmental Permits and any additional Environmental permits that may be required of any of them without material expense, and timely comply with any current, future or potential Environmental Law without material expense; and (E) are not aware of any requirements proposed for adoption or implementation under any Environmental Law.
5.10 Insurance.
The properties of each Loan Party are insured with financially sound and reputable insurance companies not Affiliates of each Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates. The general liability, casualty, property, terrorism and business interruption insurance coverage of the Loan Parties as in effect on the Closing Date, and as of the last date such Schedule 5.10 was required to be updated in accordance with Section 6.02, is outlined as to carrier, policy number, expiration date, type, amount and deductibles on Schedule 5.10 and such insurance coverage complies with the requirements set forth in this Agreement and the other Loan Documents.
5.11 Taxes.
Each Loan Party has timely filed all federal, state and other material tax returns and reports required to be filed, and have timely paid all federal, state and other material Taxes (whether or not shown on a tax return) levied or imposed upon it or its properties, income or assets otherwise due and payable,
except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against any Loan Party or any Subsidiary that would, if made, be reasonable expected to have a Material Adverse Effect, nor is there any tax sharing agreement applicable to each Loan Party (other than any agreement entered into in the ordinary course of business and the primary purpose of which is not related to Taxes).
5.12 ERISA Compliance.
(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter or is subject to a favorable opinion letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the knowledge of the Loan Parties, nothing has occurred that would prevent or cause the loss of such tax-qualified status.
(b) There are no pending or, to the knowledge of each Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.
(c) (i) No ERISA Event has occurred, and no Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan; (ii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is sixty percent (60.0%) or higher and no Loan Party nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below sixty percent (60.0%) as of the most recent valuation date; (iii) no Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (iv) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.
(d) Neither any Loan Party nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (i) on the Closing Date, those listed on Schedule 5.12 hereto, and (ii) thereafter, Pension Plans not otherwise prohibited by this Agreement.
(e) Each Loan Party represents and warrants as of the Closing Date that each Loan Party is not and will not be using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to each Loan Party’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement.
5.13 Margin Regulations; Investment Company Act.
(a) Margin Regulations. The Loan Parties are not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than twenty-five percent (25.0%) of the value of the assets (of each Loan Party) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between each Loan Party and the Lender or any Affiliate of the Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.
(b) Investment Company Act. None of the Loan Parties, any Subsidiary, or to the knowledge of each Loan Party, any Person Controlling the Loan Parties is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
5.14 Disclosure.
Each Loan Party has disclosed to the Lender all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries or any other Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that, with respect to projected financial information, estimates and other forward looking information and information of a general economic or a general industry nature and budgets, each Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time such projections were prepared.
5.15 Compliance with Laws.
Each Loan Party and each Subsidiary thereof is in compliance with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
5.16 Solvency.
Each Loan Party is individually Solvent.
5.17 Casualty, Etc.
Neither the businesses nor the properties of the Loan Parties are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
5.18 Sanctions Concerns and Anti-Corruption Laws.
(a) Sanctions Concerns. No Loan Party, nor, to the knowledge of the Loan Parties, any director, officer, employee, agent, Affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by one or more individuals or entities that are (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals or HMT’s Consolidated List of Financial Sanctions Targets, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction. Each Loan Party has conducted its business in compliance with all applicable Sanctions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions.
(b) Anti-Corruption Laws. Each Loan Party has conducted its business in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977 and other applicable anti-corruption legislation in other jurisdictions and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.
5.19 Responsible Officers.
Set forth on Schedule 1.01(b) are Responsible Officers, holding the offices indicated next to their respective names, as of the Closing Date and as of the last date such Schedule 1.01(b)was required to be updated in accordance with Sections 6.02, 6.13 and 6.14 and such Responsible Officers are the duly elected and qualified officers of such Loan Party and are duly authorized to execute and deliver, on behalf of each Loan Party, this Agreement, and the other Loan Documents.
5.20 Subsidiaries; Equity Interests; Loan Parties.
(a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule 5.20(a) was required to be updated in accordance with Sections 6.02: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding (other than options granted pursuant to the Company LTIP), (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e., voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.
(b) Loan Parties. Set forth on Schedule 5.20(b) is a complete and accurate list of all Loan Parties, showing as of the Closing Date, or as of the last date such Schedule 5.20(b) was required to be updated in accordance with Section 6.02 (as to each Loan Party) (i) the exact legal name, (ii) any former legal names of such Loan Party in the four (4) months prior to the Closing Date, (iii) the jurisdiction of its incorporation or organization, as applicable, (iv) the type of organization, (v) the jurisdictions in which such Loan Party is qualified to do business, (vi) the address of its chief executive office, (vii) the address of its principal place of business, (viii) its U.S. federal taxpayer identification number, (ix) the organization identification number, (x) ownership information (e.g., publicly held or if private or partnership, the owners and partners of each of the Loan Parties) and (xi) the industry or nature of business of such Loan Party.
5.21 Collateral Representations.
(a) Collateral Documents. The provisions of the Collateral Documents are effective to create in favor of the Lender a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed prior to the Closing Date and as contemplated hereby and by the Collateral Documents, and to the extent that a security interest may be perfected by the filing of a financing statement, no other filing or other action will be necessary to perfect or protect such Liens.
(b) Deposit Accounts and Securities Accounts.
(i) Set forth on Schedule 5.21(b)(i), as of the Closing Date and as of the last date such Schedule 5.21(b)(i) was required to be updated in accordance with Section 6.02, is a description of all deposit accounts and securities accounts of the Loan Parties, including the name of (A) the applicable Loan Party, (B) in the case of a deposit account, the depository institution account, and (C) in the case of a securities account, the securities intermediary or issuer and the average aggregate market value held in such securities account, as applicable.
(c) Material Contracts. Set forth on Schedule 5.21(c), as of the Closing Date and as of the last date such Schedule 5.21(c) was required to be updated in accordance with Section 6.02, is a complete and accurate list of all Material Contracts of each Loan Party.
5.22 Beneficial Ownership Certification.
The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.
5.23 Designation as Senior Indebtedness.
The Obligations constitute “Designated Senior Indebtedness” or any similar designation (with respect to indebtedness that having the maximum rights as “senior debt”) under and as defined in any agreement governing any Subordinated Debt and the Subordination Provisions set forth in each such agreement are legally valid and enforceable against the parties thereto.
5.24 Reserved.
5.25 Intellectual Property; Licenses, Etc.
Each Loan Party owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses and other intellectual property rights that are used in the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Loan Parties, neither the operation of the business, nor any product, service, process, method, substance, part or other material now used, or now contemplated to be used, by the Loan Parties infringes, misappropriates or otherwise violates upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Loan Parties, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Loan Parties, there has been no unauthorized use, access, interruption, modification, corruption or malfunction of any information technology assets or systems (or any information or transactions stored or contained therein or transmitted thereby) owned or used by the Loan Parties, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
5.26 Purchase Agreement Transactions.
(a) Transaction. Lender has received true and correct photocopies of the Purchase Agreement and each of the other Purchase Agreement Documents, executed, delivered and/or furnished on or before the Closing Date in connection with the Purchase Agreement Transaction. Neither the Purchase Agreement nor any of the other Purchase Agreement Documents have been modified, changed, supplemented, canceled, amended or otherwise altered or affected, except as otherwise disclosed to Lender in writing on or before the Closing Date. The Purchase Agreement Transaction has been, or simultaneously herewith, effected, closed and consummated pursuant to, and in accordance with, the terms and conditions of the Purchase Agreement and with all Applicable Laws.
(b) Reserved.
(c) Bulk Transfer. The Seller and Borrower have each complied with any and all Laws governing the transfer of all or substantially all of the Seller’s assets, so that as of the Closing Date, the assets described in the Purchase Agreement shall be transferred by the Seller to Borrower free from all claims, Liens, encumbrances, and security interests of any nature whatsoever, except as otherwise permitted by the Purchase Agreement and as otherwise disclosed in writing to Lender.
(d) HSR Act. If necessary under Applicable Law, Borrower, the Seller, their respective Affiliates and all other necessary Persons, as appropriate, have (a) made such filings as may be required by the HSR Act, (b) provided all such supplemental information or materials requested under the HSR Act by the Federal Trade Commission, the Anti-Trust Division of United States Department of Justice or any other Governmental Authority with respect to such filings or with respect to the sale contemplated by the Purchase Agreement Transaction, and (c) have cooperated fully with any investigation or inquiry by the Federal Trade Commission, the Anti-Trust Division of United States Department of Justice, or any other Governmental Authority with respect to such filings or with respect to the sale contemplated by the Purchase Agreement Transaction. All applicable waiting periods (or extensions thereof) under the HSR Act have terminated or expired with respect to the sale contemplated by the Purchase Agreement Transaction.
(e) Solvency. Borrower is Solvent prior to and after giving effect to the Purchase Agreement Transaction.
5.27 OFAC.
Neither Borrower nor any of its Subsidiaries (a) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act, (b) is in violation of (i) the Trading with the Enemy Act, (ii) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (iii) the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended, (c) is a Sanctioned Person, (d) has its assets in Sanctioned Countries, or (e) derives its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Countries. No part of the proceeds of any Loans or other extensions of credit hereunder will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.
ARTICLE VI
AFFIRMATIVE COVENANTS
Each of the Loan Parties hereby covenants and agrees that, on the Closing Date and thereafter until the Facility Termination Date, such Loan Party shall, and shall cause each of its Subsidiaries, to:
6.01 Financial Statements.
Deliver to the Lender, in form and detail satisfactory to the Lender:
(a) Audited Financial Statements. As soon as available, but in any event within one hundred fifty (150) days after the end of each fiscal year of the Loan Parties (commencing with the fiscal year ended December 31, 2022), a Consolidated balance sheet of the Loan Parties as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in Shareholders’ Equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of MNBLUM LLC or an independent certified public accountant of nationally recognized standing reasonably acceptable to the Lender, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.
(b) Quarterly Financial Statements. As soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Loan Parties, a Consolidated balance sheet of the Loan Parties as at the end of such fiscal quarter, and the related Consolidated statements of income or operations, changes in Shareholders’ Equity and cash flows for such fiscal quarter and for the portion of the Loan Parties’ fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of the Company as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cash flows of each Loan Party, subject only to normal year-end audit adjustments and the absence of footnotes.
(c) Monthly Borrowing Base Certificate. As soon as available, but in any event within thirty (30) days of the end of each calendar month, and at such other times as may be requested by the Lender, as of the period then ended, a Borrowing Base Certificate and supporting information in connection therewith, together with accounts receivable aging report and any additional reports with respect to the Borrowing Base as the Lender may reasonably request.
(d) Monthly Reports. During any month in which the outstanding principal balance of the Revolving Loan exceeds at any time Two Million Dollars ($2,000,000), Borrower shall furnish to Lender within thirty (30) days after the end of such month, in addition to the Borrowing Base Certificate pursuant to clause (c) above, a report containing the following information:
(i) a detailed aging schedule of all Receivables by Account Debtor, in such detail, and accompanied by such supporting information, as Lender may from time to time reasonably request;
(ii) a detailed aging of all accounts payable by supplier, in such detail, and accompanied by such supporting information, as Lender may from time to time reasonably request;
(iii) such other information as Lender may reasonably request.
As to any information contained in materials furnished pursuant to Section 6.02(f), each Loan Party shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of each Loan Party to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein.
6.02 Certificates; Other Information.
Deliver to the Lender, in form and detail satisfactory to the Lender:
(a) Compliance Certificate. (i) Commencing on March 31, 2023 and concurrently with the delivery of the financial statements referred to in clause (b) of Section 6.01, Concurrently with the delivery of the financial statements referred to in clause (b) of Section 6.01 (commencing with the delivery of the financial statements for the fiscal quarter ended March 31, 2023), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller which is a Responsible Officer of the Loan Parties, and in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Loan Parties shall also provide, if necessary for the determination of compliance with Section 7.11, a statement of reconciliation conforming such financial statements to GAAP, and (ii) concurrently with the filing of the Company’s annual report and the Company’s semi-annual RNS announcement, a copy of management’s discussion and analysis with respect to such financial statements. Unless the Lender requests executed originals, delivery of the Compliance Certificate may be by electronic communication including fax or email and shall be deemed to be an original and authentic counterpart thereof for all purposes.
(b) Updated Schedules. Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(a), the following updated Schedules to this Agreement (which may be attached to the Compliance Certificate) to the extent required to make the representation related to such Schedule true and correct as of the date of such Compliance Certificate: Schedules 1.01(c), 5.10, 5.20(a), 5.20(b), 5.21(b)(i) and 5.21(c).
(c) Calculations. Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(b) required to be delivered with the financial statements referred to in Section 6.01(a), a certificate (which may be included in such Compliance Certificate) including the amount of all Restricted Payments, Investments (including Permitted Acquisitions), Dispositions, Capital Expenditures, issuances of Indebtedness and Equity Issuance that were made during the prior fiscal year and amounts received in connection with any Extraordinary Receipt during the prior fiscal year.
(d) Changes in Entity Structure. Within ten (10) days prior to any merger, consolidation, dissolution or other change in entity structure of any Loan Party or any of its Subsidiaries permitted pursuant to the terms hereof, provide notice of such change in entity structure to the Lender, along with such other information as reasonably requested by the Lender. Provide notice to the Lender, not less than ten (10) days prior (or such extended period of time as agreed to by the Lender) of any change in any Loan Party’s legal name, state of organization, or organizational existence.
(e) Audit Reports; Management Letters; Recommendations. Promptly after any request by the Lender, copies of any detailed audit reports, management letters or recommendations submitted to the
board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them.
(f) Annual Reports; Etc. Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Loan Parties, and copies of all annual, regular, periodic and special reports and registration statements which the Loan Parties may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Lender pursuant hereto;.
(g) Debt Securities Statements and Reports. Promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lender pursuant to Section 6.01 or any other clause of this Section 6.02.
(h) SEC Notices. Promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof.
(i) Notices. Not later than five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement regarding or related to any breach or default by any party thereto or any other event that could materially impair the value of the interests or the rights of any Loan Party or otherwise have a Material Adverse Effect and, from time to time upon request by the Lender, such information and reports regarding such instruments, indentures and loan and credit and similar agreements as the Lender may reasonably request.
(j) Environmental Notice. Promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect.
(k) Anti-Money-Laundering; Beneficial Ownership Regulation. Promptly following any request therefor, information and documentation reasonably requested by the Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act.
(l) Beneficial Ownership. To the extent any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, an updated Beneficial Ownership Certification promptly following any change in the information provided in the Beneficial Ownership Certification delivered to any Lender in relation to such Loan Party that would result in a change to the list of beneficial owners identified in such certification.
(m) Additional Information. Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Lender may from time to time reasonably request.
(n) Documents required to be delivered pursuant to clauses (a) or (b) of Section 6.01 or pursuant to Section 6.02(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Loan Parties post such documents, or provides a link thereto on the Loan Parties’ website on the Internet at the website address listed on Schedule 1.01(a), or (ii) on which such documents are posted on the Loan Parties’ behalf on an Internet or intranet website, if any, to which the Lender has access (whether a commercial, third-party website or whether sponsored by the Lender); provided, that, (x) the Loan Parties shall deliver paper copies of such documents to the Lender upon its request to the Loan Parties to deliver such paper copies until a written request to cease delivering paper copies is given by the Lender and (y) the Loan Parties shall notify the Lender (by fax transmission or e-mail transmission) of the posting of any such documents and provide to the Lender by e-mail electronic versions (i.e., soft copies) of such documents.
6.03 Notices.
Except as set forth in Section 10.02, all notices, requests and demands to or upon the parties to this Agreement shall be in writing and shall be deemed to have been given or made when delivered by hand on a Business Day, or two (2) days after the date when deposited in the mail, postage prepaid by registered or certified mail, return receipt requested, or when sent by overnight courier, on the Business Day next following the day on which the notice is delivered to such overnight courier, addressed as follows:
| | | | | | | | | | | |
| Borrower: | Public Policy Holding Company, Inc. 800 North Capital Street, NW, Suite 800 Washington, DC 20002 Attention: Bill Chess, CFO and Jill Kendrick, COO and Neal Strum, Chief Legal Officer | |
| | | |
| With a copy to: | Venable, LLP 750 East Pratt Street, Suite 900 Baltimore, Maryland 21202 Attn: Gueter Aurelien, Esquire | |
| | | |
| | | |
| Lender: | Bank of America, N.A. 8300 Greensboro Drive, Suite 400 McLean, Virginia 22102 Attention: Holver L. Rivera, SVP | |
| | | |
| With a copy to: | Troutman Pepper Hamilton Sanders LLP
401 9th St. NW, Suite 1000
Washington, District of Columbia 20004
Attention: Richard M. Pollak, Esquire | |
By written notice, each party to this Agreement may change the address to which notice is given to that party, provided that such changed notice shall include a street address to which notices may be delivered by overnight courier in the ordinary course on any Business Day.
Promptly, but in any event within two (2) Business Days, Borrower shall notify the Lender:
(a) of the occurrence of any Default;
(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Loan Parties; (ii) any action, suit, dispute, litigation, investigation, proceeding or suspension involving any Loan Party or any of their respective properties and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding any Loan Party;
(c) of the occurrence of any ERISA Event;
(d) of any material change in accounting policies or financial reporting practices by each Loan Party; and
(e) of receipt of any Extraordinary Receipt for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(iv).
Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of each Loan Party setting forth details of the occurrence referred to therein and to the extent applicable, stating what action each Loan Party has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
6.04 Payment of Obligations.
Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by each Loan Party; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.
6.05 Preservation of Existence, Etc.
(a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05;
(b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and
(c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.
6.06 Maintenance of Properties.
(a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and
(b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
6.07 Maintenance of Insurance.
(a) Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of each Loan Party, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and all such insurance shall: (i) provide for not less than thirty (30) days’ prior notice to the Lender of termination, lapse or cancellation of such insurance; (ii) name the Lender as mortgagee (in the case of property insurance) or additional insured (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable; (iii) if reasonably requested by the Lender, include a breach of warranty clause; and (iv) be reasonably satisfactory in all other respects to the Lender.
(b) Evidence of Insurance. Cause the Lender to be named as lenders’ loss payable, loss payee or mortgagee, as its interest may appear, and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of any Collateral, and cause, unless otherwise agreed to by the Lender, each provider of any such insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Lender that it will give the Lender thirty (30) days prior written notice before any such policy or policies shall be altered or cancelled (or ten (10) days prior notice in the case of cancellation due to the nonpayment of premiums). Annually, upon expiration of current insurance coverage, the Loan Parties shall provide, or cause to be provided, to the Lender, such evidence of insurance as required by the Lender, including, but not limited to: (i) certified copies of such insurance policies; (ii) evidence of such insurance policies (including, without limitation and as applicable, ACORD Form 28 certificates (or similar form of insurance certificate), and ACORD Form 25 certificates (or similar form of insurance certificate)); (iii) declaration pages for each insurance policy; and (iv) lender’s loss payable endorsement if the Lender is not on the declarations page for such policy. As requested by the Lender, the Loan Parties agree to deliver to the Lender an Authorization to Share Insurance Information.
6.08 Compliance with Laws.
Comply with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which: (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
6.09 Books and Records.
Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary, as the case may be.
6.10 Inspection Rights.
(a) Permit representatives and independent contractors of the Lender to visit and inspect any of its properties, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to each Loan Party. to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, up to one time per Fiscal Year (unless an Event of Default has occurred and is continuing), in each instance, at the expense of each Loan Party not to exceed $20,000 per Fiscal Year beginning with the Fiscal Year ending December 31, 2023 for each such inspection (the “Inspection Fee Cap”) (other than to the extent conducted during the continuance of an Event of Default); provided the Loan Parties shall only be obligated to reimburse Lender for its reasonable, out-of-pocket expenses of any inspection permitted hereunder. When an Event of Default exists the Lender (or any of its respective representatives or independent contractors) may do any of the foregoing at the expense of each Loan Party at any time during normal business hours and without advance notice.
(b) If requested by the Lender in its sole discretion, permit the Lender and its representatives, upon reasonable advance notice to each Loan Party, to conduct, at the expense of each Loan Party, provided that such expense does not exceed the Inspection Fee Cap, and not more frequently than annually, unless a Default has occurred and is continuing: (i) personal property asset appraisal on personal property Collateral of each Loan Party and its Subsidiaries; and (ii) field exam on the accounts receivable, payables, controls and systems of each Loan Party. If requested by the Lender in its sole discretion, permit the Lender, and its representatives, upon reasonable advance notice to each Loan Party, to conduct an annual audit of the Collateral at the expense of each Loan Party.
6.11 Use of Proceeds.
Use the proceeds of the Credit Extensions for general corporate purposes and for the Purchase Agreement Transaction not in contravention of any Law or of any Loan Document.
6.12 Covenant to Give Security.
(a) Personal Property. Each Loan Party will cause all of its tangible and intangible personal property now owned or hereafter acquired by it, to be subject at all times to a first priority, perfected Lien (subject to Permitted Liens to the extent permitted by the Loan Documents) in favor of the Lender to secure the Secured Obligations pursuant to the terms and conditions of the Collateral Documents. Each Loan Party shall provide opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Lender.
(b) Account Control Agreements. Each Loan Party shall not open, maintain or otherwise have any deposit or other accounts (including securities accounts) at any bank or other financial institution, or any other account where money or securities are or may be deposited or maintained with any Person, other than (i) deposit accounts that are maintained at all times with depositary institutions as to which the Lender shall have received a Qualifying Control Agreement, (ii) securities accounts that are maintained at all times with financial institutions as to which the Lender shall have received a Qualifying Control Agreement, (iii) deposit accounts established solely as payroll and other zero balance accounts and such accounts are held at Bank of America, and (iv) other deposit accounts, so long as at any time the balance in any such account does not exceed $100,000 and the aggregate balance in all such accounts does not exceed $100,000.
(c) Updated Schedules. Concurrently with the delivery of any Collateral pursuant to the terms of this Section 6.14, each Loan Party shall provide the Lender with the applicable updated Schedule(s): 5.20(a) and 5.21(c).
(d) Further Assurances. At any time upon request of the Lender, promptly execute and deliver any and all further instruments and documents and take all such other action as the Lender may deem necessary or desirable to maintain in favor of the Lender, Liens and insurance rights on the Collateral that are duly perfected in accordance with the requirements of, or the obligations of the Loan Parties under, the Loan Documents and all Applicable Laws.
6.13 Compliance with Terms of Leaseholds.
Make all payments and otherwise perform all obligations in respect of all leases of real property to which each Loan Party or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Lender of any default by any party with respect to such leases and cooperate with the Lender in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.
6.14 Anti-Corruption Laws; Sanctions.
Conduct its business in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977 and other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.
6.15 Cash Management.
Maintain all primary cash management and treasury business with Bank of America or any of its Affiliates, including, without limitation, all deposit accounts, disbursement accounts, investment accounts and lockbox accounts.
6.16 Further Assurances.
Promptly upon request by the Lender, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Lender may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by Applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Lender the rights granted or now or hereafter intended to be granted to the Lender under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party is or is to be a party.
ARTICLE VII
NEGATIVE COVENANTS
Each of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, no Loan Party shall directly or indirectly:
7.01 Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”):
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b);
(c) Liens for Taxes not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Statutory Liens such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than forty-five (45) days or which are being contested in good faith and by appropriate proceedings diligently conducted; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP and the aggregate amount of such Liens is less than $500,000;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA in an aggregate amount not to exceed $500,000;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);
(i) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by each Loan Party or any of its Subsidiaries with the Lender, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;
(j) Liens arising out of judgments or awards not resulting in an Event of Default; provided, that, the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review;
(k) Any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and covering only the assets so leased, licensed or subleased;
(l) Liens securing Indebtedness permitted under Section 7.02, in an aggregate principal amount not to exceed $300,000, provided that such Liens do not at any time encumber any property other than the property financed by such Indebtedness;
(m) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums, in an aggregate principal amount not to exceed $500,000; and
(n) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $300,000, provided, that, no such Lien shall extend to or cover any Collateral.
7.02 Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness, except:
(a) Indebtedness under the Loan Documents;
(b) Indebtedness outstanding on the date hereof and listed on Schedule 4.01(j) and any refinancings, refundings, renewals or extensions thereof; provided, that, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension;
(c) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that, the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $50,000;
(d) Guarantees of the Borrower or any Subsidiary in respect of Indebtedness, in an aggregate principal amount not to exceed $300,000, otherwise permitted hereunder of the Borrower or any wholly-owned Subsidiary, including in respect of Investments permitted hereunder;
(e) Indebtedness owed to any Person providing workers' compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;
(f) Indebtedness arising in connection with the endorsement of instruments or other payment items for deposit in the ordinary course of business;
(g) Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, commercial cards (including so- called “purchase cards”, “procurement cards” or “p-cards”), or unsecured Indebtedness incurred in respect of
netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business with the Lender;
(h) Indebtedness comprising Permitted Investments;
(i) Indebtedness incurred in connection with any Permitted Acquisitions, including, without limitation, any obligation to make any earn out payments in connection with any Permitted Acquisitions, provided, however, that the Lender has consented, in writing, to the amounts of such earn out payments and such earn out payments are Subordinated Debt on terms acceptable to the Lender; and
(j) other unsecured Indebtedness in an aggregate principal amount not exceeding $300,000 at any time outstanding; so long as (i) no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Indebtedness, and (ii) such Indebtedness is subordinated in right of payment to the obligations of Borrower under this Agreement on terms and conditions acceptable to the Lender.
7.03 Investments.
Make or hold any Investments, except (collectively, “Permitted Investments”):
(a) Investments held by each Loan Party in the form of cash or Cash Equivalents;
(b) advances to officers, directors and employees of each Loan Party in an aggregate amount not to exceed $300,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;
(c) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled Account Debtors to the extent reasonably necessary in order to prevent or limit loss;
(d) Guarantees permitted by Section 7.02;
(e) Investments existing on the date hereof (other than those referred to in Section 7.03(c)) and set forth on Schedule 7.03;
(f) Investments in any Permitted Acquisition;
(g) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business;
(h) Investments of any Person existing at the time such Person becomes a newly created Subsidiary of a Borrower, and is required to become a Loan Party under this Agreement, or consolidates or merges with a Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition); and
(i) other Investments not contemplated by the above provisions not exceeding $300,000 in the aggregate in any fiscal year of each Loan Party.
7.04 Fundamental Changes.
Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:
(a) any Subsidiary may merge with the Borrower, provided, that the Borrower shall be the continuing or surviving Person; and
(b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) (i) to the Borrower or (ii) pursuant to Dispositions permitted by Section 7.05(d).
7.05 Dispositions.
Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Permitted Transfers;
(b) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary, which is a Loan Party;
(e) (i) Dispositions of Cash Equivalents in the ordinary course of business made to a Person that is not an Affiliate of any Loan Party, in exchange for reasonably equivalent value, and (ii) conversions of Cash Equivalents into cash or other Cash Equivalents;
(f) licenses, sublicenses, leases or subleases (including any license or sublicense of Intellectual Property) granted to third parties in the ordinary course of business not interfering with the business of the Loan Parties or any of their Subsidiaries;
(g) the sale, assignment, lease, conveyance, transfer or other disposition of property of a Loan Party or any Subsidiary thereof to Borrower or any other Loan Party; and
(h) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower.
7.06 Restricted Payments.
Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:
(a) each Subsidiary may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; and
(b) each Loan Party may declare and make dividend payments or other distributions.
7.07 Earn Out Payments.
Declare or make, directly or indirectly, any earn outs payable in connection with any Permitted Acquisition, if a Default or Event of Default shall have occurred, of any Person or such Person’s assets by Borrower, if a Default shall have occurred and is continuing at the time of such payment, or would result therefrom.
7.08 Change in Nature of Business.
Engage in any material line of business substantially different from those lines of business conducted by each Loan Party and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.
7.09 Transactions with Affiliates.
Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such officer or director, other than (a) normal and reasonable compensation and reimbursement of expenses of officers and directors, (b) any grants under the Company LTIP; (c) receipt of any distributions or dividends to any Loan Party or equity owner of a Loan Party; (d) receipt of any payments made to a Loan Party for any amounts owed to such Loan Party; (e) payment of any earn outs that may be due and payable in connection with a Permitted Acquisition, including any Acquisition consummated prior to the Closing Date, and (f) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on fair and reasonable terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms’ length transaction with a Person other than an officer, director or Affiliate. For the avoidance of doubt, (a) any transaction among Borrowers and (b) any distribution from any Borrower (other than the Company) to the Company shall be permitted.
7.10 Burdensome Agreements.
Enter into, or permit to exist, any Contractual Obligation (except for this Agreement and the other Loan Documents) that (a) encumbers or restricts the ability of any such Person to (i) to act as a Loan Party; (ii) make Restricted Payments to any Loan Party, (iii) pay any Indebtedness or other obligation owed to any Loan Party, (iv) make loans or advances to any Loan Party, or (v) create any Lien upon any of their properties or assets, whether now owned or hereafter acquired, except, in the case of clause (a)(v) only, for any document or instrument governing Indebtedness incurred pursuant to Section 7.02(c), provided, that, any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith.
7.11 Use of Proceeds.
Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
7.12 Financial Covenants.
(a) Total Leverage Ratio. Permit the Total Leverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Company to be greater than 2:50 to 1.00.
(b) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of each Loan Party set forth below to be less than the 1.50 to 1.00.
(c) Equity Partner Departures. Permit, in any fiscal quarter, the total number of Equity Partners of Borrower, taken as a whole to, to decline by more than 15% from the total number of Equity Partners as of the immediately preceding fiscal quarter other than any declines resulting from the departures of any Equity Partners by reason of death, disability or permanent retirement.
(d) Minimum Collateral Coverage Test. Permit the Minimum Collateral Coverage, as of February 28, 2024, to be less than 1.00 to 1.00.
7.13 Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting Changes.
(a) Amend any of its Organization Documents in any manner that is reasonably likely to result in a Material Adverse Effect;
(b) change its fiscal year;
(c) without providing ten (10) days prior written notice to the Lender (or such extended period of time as agreed to by the Lender), change its name, state of formation, form of organization or principal place of business; or
(d) make any change in accounting policies or reporting practices, except as required by GAAP.
7.14 Sale and Leaseback Transactions.
Enter into any Sale and Leaseback Transaction.
7.15 Sanctions.
Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender or otherwise) of Sanctions.
7.16 Anti-Corruption Laws.
Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other anti-corruption legislation in other jurisdictions.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
8.01 Events of Default.
Any of the following shall constitute an event of default (each, an “Event of Default”):
(a) Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) within three (3) days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five (5) days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or
(b) Specific Covenants. (i) Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.05, 6.08, 6.10, 6.11, 6.12, or Article VII or (ii) any of the Loan Parties fails to perform or observe any material term, covenant or agreement contained in, the Security Agreement; or
(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in clauses (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after the earlier of (i) notice of such failure given in accordance with the terms of this Agreement or (ii) the Borrower or such Loan Party should have or has actual knowledge of such failure; or
(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or
(e) Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or Cash Collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or
(f) Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for forty-five (45) calendar days; or any proceeding under any Debtor Relief Law relating to any
such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for forty-five (45) calendar days, or an order for relief is entered in any such proceeding; or
(g) Inability to Pay Debts; Attachment. (i) Any Loan Party becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or
(h) Judgments. There is entered against the Borrower or any Loan Party (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of ten (10) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or
(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or
(j) Invalidity of Loan Documents. (i) Any Loan Party fails to perform or observe any covenant or agreement contained in any other Loan Document or any default or event of default occurs under any other Loan Document; or (ii) any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations arising under the Loan Documents, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document or it is or becomes unlawful for a Loan Party to perform any of its obligations under the Loan Documents; or
(k) Collateral Documents. Any Collateral Document after delivery thereof pursuant to the terms of the Loan Documents shall for any reason cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on the Collateral purported to be covered thereby, or any Loan Party shall assert the invalidity of such Liens; or
(l) Change of Control. There occurs any Change of Control; or
(m) Subordination. (i) Any of the subordination, standstill, payover and insolvency related provisions of any of the Subordinated Debt (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Subordinated Debt; or (ii) any Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions, (B) that the Subordination Provisions exist for the benefit of the Lender or (C) that all payments of principal
of or premium and interest on the applicable Subordinated Debt, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.
If a Default shall have occurred under the Loan Documents, then such Default will continue to exist until it either is cured (to the extent specifically permitted) in accordance with the Loan Documents or is otherwise expressly waived by Lender as determined in accordance with Section 10.01; and once an Event of Default occurs under the Loan Documents, then such Event of Default will continue to exist until it is expressly waived by the Lender, as required hereunder in Section 10.01.
8.02 Remedies upon Event of Default.
If any Event of Default occurs and is continuing, the Lender may take any or all of the following actions:
(a) declare the Commitment of the Lender to make Loans and L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;
(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Loan Party;
(c) require that each Loan Party Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and
(d) exercise all rights and remedies available to it under the Loan Documents or Applicable Law or equity;
provided, however, that, upon the occurrence of an actual or deemed entry of an order for relief with respect to each Loan Party under the Bankruptcy Code of the United States, the obligation of the Lender to make Loans and L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the each Loan Party to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Lender.
8.03 Application of Funds.
After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02) or if at any time insufficient funds are received by and available to the Lender to pay fully all Secured Obligations then due hereunder, any amounts received on account of the Secured Obligations shall, subject to the provisions of Section 2.12(c), be applied by the Lender in its sole discretion. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets.
ARTICLE IX
RESERVED
ARTICLE X
MISCELLANEOUS
10.01 Amendments, Etc.
No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by each Loan Party or any other Loan Party therefrom, shall be effective unless in writing signed by the Lender and each Loan Party or the applicable Loan Party, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
10.02 Notices; Effectiveness; Electronic Communications.
(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax transmission or e-mail transmission as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, to the address, fax number, e-mail address or telephone number specified for each Loan Party or any other Loan Party or the Lender on Schedule 1.01(a).
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by fax transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in clause (b) below shall be effective as provided in such clause (b).
(b) Electronic Communications.
(i) Notices and other communications to the Lender hereunder may be delivered or furnished by electronic communication (including e-mail, FPML messaging, and Internet or intranet websites) pursuant to an electronic communications agreement (or such other procedures approved by the Lender). The Lender or each Loan Party may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
(ii) Unless the Lender otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (B) notices and other communications posted to an Internet or intranet website shall be deemed received by the intended recipient upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail address or other
written acknowledgement) indicating that such notice or communication is available and identifying the website address therefor; provided, that, for both clauses (A) and (B), if such notice or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.
(c) Change of Address, Etc. Each Loan Party and the Lender may change its address, fax number or telephone number or e-mail address for notices and other communications hereunder by notice to the other parties hereto.
(d) Reliance by Lender. The Lender shall be entitled to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Loan Notices, Letter of Credit Applications and Notice of Loan Prepayment) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party. All telephonic notices to and other telephonic communications with the Lender may be recorded by the Lender, and each of the parties hereto hereby consents to such recording.
10.03 No Waiver; Cumulative Remedies; Enforcement.
No failure by the Lender to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
10.04 Expenses; Indemnity; Damage Waiver.
(a) Costs and Expenses. The Loan Parties shall pay (i) all reasonable out-of-pocket expenses incurred by the Lender and its Affiliates (including but not limited to the reasonable out-of-pocket fees, charges and disbursements of outside counsel for the Lender and due diligence expenses) in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by the Lender (including fees, charges and disbursements of any outside counsel for the Lender for the Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.04, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
(b) Indemnification by the Loan Parties. The Loan Parties shall indemnify the Lender and each Related Party (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) arising out of, in connection with, or as
a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned, leased or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, or willful misconduct of such Indemnitee. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
(c) Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and each Loan Party hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.
(d) Payments. All amounts due under this Section 10.04 shall be payable not later than ten (10) Business Days after demand therefor.
(e) Survival. The agreements in this Section 10.04 and the indemnity provisions of Section 10.02(d) shall survive the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.
10.05 Payments Set Aside.
To the extent that any payment by or on behalf of each Loan Party is made to the Lender, or the Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.
10.06 Successors and Assigns.
This Agreement is binding on each Loan Party’s and the Lender’s successors and assignees. Each Loan Party agrees that it may not assign this Agreement without the Lender’s prior written consent. The Lender may sell participations in or assign this Loan, and may exchange information about the Loan Parties (including, without limitation, any information regarding any hazardous substances) with actual or potential participants or assignees. If a participation is sold or the Loan is assigned, the purchaser will have the right of set-off against each Loan Party.
10.07 Treatment of Certain Information; Confidentiality.
(a) Treatment of Certain Information. The Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed, subject to Section 10.07(b), (i) to its Affiliates, its auditors and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (A) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to each Loan Party and its obligations, this Agreement or payments hereunder, (vii) on a confidential basis to any rating agency in connection with rating any Loan Party or its Subsidiaries or the credit facilities provided hereunder, (viii) with the consent of each Loan Party or to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section 10.07 or (2) becomes available to the Lender or any of its Affiliates on a nonconfidential basis from a source other than each Loan Party or (ix) is independently discovered or developed by a party hereto without utilizing any Information received from each Loan Party or violating the terms of this Section 10.07. For purposes of this Section 10.07, “Information” means all information received from each Loan Party any of their respective businesses, other than any such information that is available to the Lender on a nonconfidential basis prior to disclosure by each Loan Party or any Subsidiary, provided, that, in the case of information received from each Loan Party or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the Lender may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Lender in connection with the administration of this Agreement, the other Loan Documents and the Commitments.
(b) Required Acknowledgment of Information. Lender acknowledges that the Information relating to the Loan Parties may contain:
(i) material non-public information within the meaning of the U.S. federal securities laws. As such, Lender hereby confirms that Lender and its employees, advisors and others, in each case, permitted to receive Information through Lender (collectively,
“Representatives”) will not (A) communicate any such Information to any other person in circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities based upon such information, or (B) effect any transaction in (x) any securities of Company, (y) any securities that are convertible into or exchangeable for securities of Company or (z) any derivative with respect to securities of Company, whether any such transaction described in clause (x), (y) or (z) above is to be settled by delivery of securities, in cash or otherwise, until such material non-public information contained in the Information has been publicly disclosed by Company through a press release or by a public filing of such information with the relevant regulator and/or exchange or otherwise no longer constitutes material non-public information within the meaning of the U.S. federal securities laws; and
(ii) inside information within the meaning of the Criminal Justice Act 1993 and Market Abuse Regulation under the laws of England and Wales. As such, Lender hereby (a) consents to being made an insider within the meaning of such laws, and agree to bring to the attention of its Representatives the prohibitions on insider dealing, unlawful disclosure of inside information and market manipulation under such laws, and (b) agree to comply, and advise all of its Representatives to comply, with such laws.
(c) Press Releases. The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public disclosure using the name of the Lender or its Affiliates or referring to this Agreement or any of the Loan Documents without the prior written consent of the Lender, unless (and only to the extent that) the Loan Parties or such Affiliate is required to do so under law and then, in any event the Loan Parties or such Affiliate will consult with such Person before issuing such press release or other public disclosure.
(d) Customary Advertising Material. The Loan Parties consent to the publication by the Lender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties.
10.08 Right of Setoff.
If an Event of Default shall have occurred and be continuing, the Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by the Lender or any such Affiliate to or for the credit or the account of each Loan Party against any and all of the obligations of each Loan Party now or hereafter existing under this Agreement or any other Loan Document to the Lender or its Affiliates, irrespective of whether or not the Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of each Loan Party may be contingent or unmatured, secured or unsecured, or are owed to a branch, office or Affiliate of the Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of the Lender and its Affiliates under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that the Lender or its Affiliates may have under Applicable Law. The Lender agrees to notify each Loan Party promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
10.09 Interest Rate Limitation.
Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “Maximum Rate”). If the Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to each Loan Party. In determining whether the interest contracted for, charged, or received by the Lender exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
10.10 Integration; Effectiveness.
This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Lender, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Lender and when the Lender shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
10.11 Survival of Representations and Warranties.
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Lender, regardless of any investigation made by the Lender or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding and until the Facility Termination Date.
10.12 Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
10.13 Governing Law; Jurisdiction; Etc.
(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN
DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(b) SUBMISSION TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE LENDER OR ANY RELATED PARTY IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c) WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (B) OF THIS SECTION 10.13. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
10.14 Waiver of Jury Trial.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.14.
10.15 Subordination.
Each Loan Party (a “Subordinating Loan Party”) hereby subordinates the payment of all obligations and Indebtedness of any other Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Subordinating Loan Party as subrogee of Lender or resulting from such Subordinating Loan Party’s performance under this Guaranty, to the indefeasible payment in full in cash of all Obligations. If the Lender so requests, any such obligation or Indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the Lender and the proceeds thereof shall be paid over to the Lender on account of the Secured Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this Agreement.
10.16 No Advisory or Fiduciary Responsibility.
In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the services regarding this Agreement provided by the Lender and any Affiliate thereof are arm’s-length commercial transactions between each Loan Party and their respective Affiliates, on the one hand, and the Lender and its Affiliates, on the other hand, (ii) each the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the Lender and its Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for each Loan Party, any other Loan Party or any of their respective Affiliates, or any other Person and (ii) neither the Lender nor any of its Affiliates has any obligation to each Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Lender and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each Loan Party, the other Loan Parties and their respective Affiliates, and neither the Lender nor any of its Affiliates has any obligation to disclose any of such interests to each Loan Party, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each other Loan Party hereby waives and releases any claims that it may have against the Lender or any of its Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby.
10.17 Electronic Execution; Electronic Records; Counterparts.
This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each Loan Party and the Lender agree that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in
accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Lender may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Lender is not under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Lender has agreed to accept such Electronic Signature, the Lender shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Lender, Electronic Signature shall be promptly followed by a manually executed counterpart.
The Lender shall not be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).
Each Loan Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document, and (ii) waives any claim against the Lender for any liabilities arising solely from the Lender’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
10.18 USA PATRIOT Act Notice.
The Lender hereby notifies each Loan Party 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”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow the Lender to identify each Loan Party in accordance with the Patriot Act. Each Loan Party shall, promptly following a request by the Lender, provide all such other documentation and information that the Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.
10.19 Acknowledgement Regarding Any Supported QFCs.
To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
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BORROWER: | PUBLIC POLICY HOLDING
COMPANY, INC. | |
| | |
| | |
| By: | /s/ G. Stewart Hall | |
| | G. Stewart Hall | |
| | Chief Executive Officer | |
| | | | | | | | | | | | | | | | | |
| ALPINE GROUP PARTNERS, LLC | | |
| |
| By: | Public Policy Holding Company, Inc., its
General Manager | |
| | | | |
| | | | |
| | By: | /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
| |
| |
| ALPINE ADVISORS LLC | | |
| |
| By: | Public Policy Holding Company, Inc., its
General Manager | |
| | | | |
| | | | | |
| | By: | /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
| |
| |
| BAY STRATEGIES LLC | | |
| |
| By: | Public Policy Holding Company, Inc., its
General Manager | |
| | | | |
| | | | |
| | By: | /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
[Signature Page to Credit Agreement]
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| BLUE ENGINE MESSAGE & MEDIA, LLC |
| | | |
| By: | Public Policy Holding Company, Inc., its
General Manager | |
| | | | | |
| | | | | |
| | By: | /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
| | | | | | | | | | | | | | | | | |
| CFW GROUP LLC | | |
| |
| By: | Public Policy Holding Company, Inc., its General Manager | |
| | | | |
| | | | |
| | By: | /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
| |
| |
| COLUMBIA CAMPAIGN GROUP LLC | | |
| |
| By: | Public Policy Holding Company, Inc., its
General Manager | |
| | | | |
| | | | | |
| | By: | /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
| |
| |
| CROSSROADS STRATEGIES, LLC | | |
| |
| By: | Public Policy Holding Company, Inc., its
General Manager | |
| | | | |
| | | | |
| | By: | /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
[Signature Page to Credit Agreement]
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| FORBES TATE PARTNERS LLC | | |
| | | |
| By: | Public Policy Holding Company, Inc., its
General Manager | |
| | | | | |
| | | | | |
| | By: | /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
| | | | | | | | | | | | | | | | | |
| JDA FRONTLINE PARTNERS, LLC | | |
| |
| By: | Public Policy Holding Company, Inc., its General Manager | |
| | | | |
| | | | |
| | By: | /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
| |
| |
| KP PUBLIC AFFAIRS LLC | | |
| |
| By: | Public Policy Holding Company, Inc., its
General Manager | |
| | | | |
| | | | | |
| | By: | /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
| |
| |
| MULTISTATE ASSOCIATES, LLC | | |
| |
| By: | Public Policy Holding Company, Inc., its
General Manager | |
| | | | |
| | | | |
| | By: | /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
[Signature Page to Credit Agreement]
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| O’NEILL & PARTNERS, LLC | | |
| | | |
| By: | Public Policy Holding Company, Inc., its
General Manager | |
| | | | | |
| | | | | |
| | By: | /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
| | | | | |
| | | | | |
| SEVEN LETTER ONA LLC | |
| | | |
| By: | Public Policy Holding Company, Inc., its
General Manager | |
| | | | | |
| | | | | |
| | By: | /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| BANK OF AMERICA, N.A., as Lender | | |
| | | | | | |
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| By: | | | | |
| Name: | | | | |
| Title: | | | | | |
[Signature Page to Credit Agreement]
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| O’NEILL & PARTNERS, LLC | | |
| | | |
| By: | Public Policy Holding Company, Inc., its
General Manager | |
| | | | | |
| | | | | |
| | By: | | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
| | | | | |
| | | | | |
| SEVEN LETTER ONA LLC | |
| | | |
| By: | Public Policy Holding Company, Inc., its
General Manager | |
| | | | | |
| | | | | |
| | By: | | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| BANK OF AMERICA, N.A., as Lender | | |
| | | | | | |
| | | | | |
| By: | | | /s/ Holver Rivera | | |
| Name: | Holver Rivera | | |
| Title: | | Senior Vice President | | |
[Signature Page to Credit Agreement]
EXHIBIT A
FORM OF COMPLIANCE CERTIFICATE
(See Attached)
EXHIBIT A
[Form of]
Compliance Certificate
Financial Statement Date: [________, ____]
| | | | | |
| TO: | Bank of America, N.A., as lender (the “Lender”) |
| |
RE: | Credit Agreement, dated as of February 28, 2023, by and among Public Policy Holding Company, Inc., a Delaware corporation (the “Company”), Alpine Group Partners, LLC, a Delaware limited liability company, Alpine Advisors LLC, a Delaware limited liability company, Bay Strategies LLC, a Delaware limited liability company, Blue Engine Message & Media, LLC, a Delaware limited liability company, CFW Group LLC, a Delaware limited liability company, Columbia Campaign Group LLC, a Delaware limited liability company, Crossroads Strategies, LLC, a Delaware limited liability company, Forbes Tate Partners LLC, a Delaware limited liability company, JDA Frontline Partners, LLC, a Delaware limited liability company, KP Public Affairs LLC, a Delaware limited liability company, O’Neill & Partners, LLC, a Delaware limited liability company, MultiState Associates, LLC, a Delaware limited liability company, Seven Letter ONA LLC a Delaware limited liability company (together with the Company, each individually a “Borrower” and collectively, the “Borrowers”), and the Lender (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) |
| |
DATE: | ___________ __, 202_ |
The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the Chief Executive Officer of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Lender on the behalf of the Company and the other Loan Parties, and that:
1. The Company has delivered (i) the year-end audited financial statements required by Section 6.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section and (ii) the consolidating balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year. Such consolidating statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Company and its Subsidiaries.
2. The Company has delivered the unaudited financial statements required by Section 6.01(b) of the Credit Agreement for the fiscal quarter of the Company ended as of the above date. Such consolidated financial statements fairly present the financial condition, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating financial statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Company and its Subsidiaries.
3. The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Company and its Subsidiaries during the accounting period covered by such financial statements.
4. A review of the activities of the Company and its Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Company and each of the other Loan Parties performed and observed all its obligations under the Loan Documents, and
[select one:]
[to the best knowledge of the undersigned, during such fiscal period each of the Loan Parties performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]
--or—
[to the best knowledge of the undersigned, the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]
5. The representations and warranties of the Company and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith are true and correct in all material respects on and as of the date hereof, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, including the statements in connection with which this Compliance Certificate is delivered.
6. The financial covenant analyses and information set forth on Schedule A attached hereto are true and accurate on and as of the date of this Certificate.
Delivery of an executed counterpart of a signature page of this Certificate by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Certificate.
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| | | | | | | | | | | |
| PUBLIC POLICY HOLDING
COMPANY, INC. | |
| | | |
| | | |
| By: | |
| | G. Stewart Hall | |
| | Chief Executive Officer | |
Schedule A
Financial Statement Date: [________, ____] (“Statement Date”)
(a) Total Leverage Ratio. Permit the Total Leverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Company to be greater than 2:50 to 1.00.
(b) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of each Loan Party set forth below to be less than the 1.50 to 1.00.
(c) Equity Partner Departures. Permit, in any fiscal quarter, the total number of Equity Partners of Borrower, taken as a whole to, to decline by more than 15% from the total number of Equity Partners as of the immediately preceding fiscal quarter other than any declines resulting from the departures of any Equity Partners by reason of death, disability or permanent retirement.
(d) Minimum Collateral Coverage Test. Permit the Minimum Collateral Coverage, as of February 28, 2024, to be less than 1.00 to 1.00.
EXHIBIT B
FORM OF LOAN NOTICE
(See Attached)
Loan Notice
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| TO: | Bank of America, N.A., as lender (the “Lender”) |
| |
RE: | Credit Agreement, dated as of February 28, 2023, by and among, Public Policy Holding Company, Inc. a Delaware corporation (the “Company”), the other Borrowers named therein, and the Lender (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) |
| |
DATE: | ____________________, 202_ |
The undersigned hereby requests the following1:
Revolving Facility
| | | | | | | | | | | | | | |
Indicate: Borrowing or Conversion or Continuation | Indicate: Applicable Borrower Name | Indicate: Requested Amount | Indicate: Base Rate Loan or BSBY Rate Loan | For BSBY Rate Loans Indicate: Interest Period (e.g. 1, 3 or 6 month interest period) |
| | | | |
| | | | |
| | | | |
Term Facility
| | | | | | | | | | | | | | | | | | | | |
| Indicate: Borrowing or Conversion or Continuation | Indicate: Applicable Borrower Name | Indicate: Requested Amount | Indicate: Base Rate Loan or BSBY Rate Loan | For BSBY Rate Loans Indicate: Interest Period (e.g. 1, 3 or 6 month interest period) | |
| | | | | | |
| | | | | | |
| | | | | | |
The Revolving Borrowing requested herein complies with the proviso to the first sentence of Section 2.01(b) of the Credit Agreement.
The Company hereby represents and warrants that the conditions specified in Section 4.02 of the Credit Agreement shall be satisfied on and as of the date of the Credit Extension Date.
1 Note to Borrower. For multiple borrowings, conversions and/or continuations for a particular facility, fill out a new row for each borrowing/conversion and/or continuation.
Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
| | | | | | | | | | | |
| Public Policy Holding Company, Inc. a Delaware corporation |
| | | |
| By: | |
| | G. Stewart Hall | |
| | Chief Executive Officer | |
EXHIBIT C
FORM OF NOTICE OF PREPAYMENT
(See Attached)
EXHIBIT C
[Form of]
Notice of Loan Prepayment
Date: [___________, _____]
| | | | | |
| TO: | Bank of America, N.A., as lender (the “Lender”) |
| |
RE: | Credit Agreement, dated as of [Date of Credit Agreement], by and among [Borrower Name], a [Jurisdiction and Type of Organization] (the [“Borrower”][“Company”]), the Guarantors, and the Lender (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) |
| |
DATE: | [Date] |
[The Borrower][name of applicable Borrower (the Borrower”)] hereby notifies the Lender that on [_____________]pursuant to the terms of Section 2.06 (Prepayments) of the Credit Agreement, the Borrower intends to prepay/repay the following Loans as more specifically set forth below:
[Revolving Loans]
| | | | | | | | | | | | | | |
Indicate: Applicable Borrower Name | Indicate: Requested Amount | [Indicate: Currency] | Indicate: Base Rate Loan or [BSBY Rate Loan][Daily SOFR Loan][Term SOFR Loan] [Alternative Currency Daily Rate Loan or Alternative Currency Term Rate Loan] | [For [BSBY Rate Loans][Term SOFR Loans]][For Alternative Currency Term Rate Loans] Indicate: Interest Period (e.g. 1, 3 or 6 month interest period) |
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[Term Loans]
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Indicate: Applicable Borrower Name | Indicate: Requested Amount | [Indicate: Currency] | Indicate: Base Rate Loan or [BSBY Rate Loan][Daily SOFR Loan][Term SOFR Loan] [Alternative Currency Daily Rate Loan or Alternative Currency Term Rate Loan] | [For [BSBY Rate Loans][Term SOFR Loans]][For Alternative Currency Term Rate Loans] Indicate: Interest Period (e.g. 1, 3 or 6 month interest period) |
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Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
| | | | | | | | | | | | | | | | | |
| [BORROWER NAME], a [Jurisdiction and Type of Organization] | |
| | | | | |
| By: | |
| Name: | |
| Title: | |
EXHIBIT D
FORM OF OFFICER’S CERTIFICATE
(See Attached)
General Manager’s Certificate
| | | | | |
| TO: | Bank of America, N.A., as lender (the “Lender”) |
| |
RE: | Credit Agreement, dated as of February 28, 2023, by and among O’Neill & Partners, LLC, a Delaware limited liability company (the “Company”), and the Lender (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) |
| |
DATE: | ______ __, 20__ |
The undersigned, the sole General Manager of ____________ (the “Company”) hereby certifies as follows:
1. Attached hereto as Exhibit A is a true and complete copy of the certificate of formation of the Company and all amendments thereto as in effect on the date hereof certified as a recent date by the appropriate Governmental Authorities of the state of organization of the Company.
2. Attached hereto as Exhibit B is a true and complete copy of the operating agreement of the Company and all amendments, restatements or supplements thereto as in effect on the date hereof.
3. Attached hereto as Exhibit C is a true and complete copy of resolutions duly adopted by the sole General Manager of the Company as of the date hereof. Such resolutions have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof, and such resolutions are the only corporate proceedings of the Company now in force relating to or affecting the matters referred to therein.
4. Attached hereto as Exhibit D are true and complete copies of the certificates of good standing, existence or its equivalent of the Company certified as of a recent date by the appropriate Governmental Authorities of the state of organization of the Company and each other state in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect.
5. Each of the following persons is an authorized officer of the General Manager of the Company, holding the office indicated next to his/her name below on the date hereof, and the signature appearing opposite the name of such officer below is his/her true and genuine signature, and such officer is duly authorized to execute and deliver, on behalf of the General Manager of the Company, the Credit Agreement, and the other Loan Documents to be issued pursuant thereto:
Delivery of an executed counterpart of a signature page of this Certificate by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Certificate.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, I hereunder subscribe my name effective as of the day and year set forth above.
I, _______, the _________ of the Company, hereby certify that _______ is the duly elected and qualified ________ of the Company and that his/her true and genuine signature is set forth above.
Exhibit A
[Certificate of Formation, as amended]
Exhibit B
[Operating Agreement]
Exhibit C
[Resolutions]
Exhibit D
[Certificate of Good Standing]
EXHIBIT E
FORM OF SOLVENCY CERTIFICATE
(See Attached)
Solvency Certificate
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| TO: | Bank of America, N.A., as lender (the “Lender”) |
| |
RE: | Credit Agreement, dated as of February 28, 2023, by and among Public Policy Holding Company, Inc., a Delaware corporation (the “Company”), Alpine Group Partners, LLC, a Delaware limited liability company, Alpine Advisors LLC, a Delaware limited liability company, Bay Strategies LLC, a Delaware limited liability company, Blue Engine Message & Media, LLC, a Delaware limited liability company, CFW Group LLC, a Delaware limited liability company, Columbia Campaign Group LLC, a Delaware limited liability company, Crossroads Strategies, LLC, a Delaware limited liability company, Forbes Tate Partners LLC, a Delaware limited liability company, JDA Frontline Partners, LLC, a Delaware limited liability company, KP Public Affairs LLC, a Delaware limited liability company, O’Neill & Partners, LLC, a Delaware limited liability company, MultiState Associates, LLC, a Delaware limited liability company, Seven Letter ONA LLC a Delaware limited liability company (together with the Company, each individually a “Borrower” and collectively, the “Borrowers”), and the Lender (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) |
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DATE: | _________ __, 202__ |
The undersigned Responsible Officer of the Company is familiar with the properties, businesses, assets and liabilities of the Loan Parties and is duly authorized to execute this Certificate on behalf of the Borrowers.
The undersigned certifies that he/she has made such investigation and inquiries as to the financial condition of the Loan Parties as the undersigned deems necessary and prudent for the purpose of providing this Certificate. The undersigned acknowledges that the Lender is relying on the truth and accuracy of this Certificate in connection with the making of Credit Extensions and the other transactions contemplated under the Credit Agreement.
The undersigned certifies that the financial information, projections and assumptions which underlie and form the basis for the representations made in this Certificate were reasonable when made and were made in good faith and continue to be reasonable as of the date hereof.
BASED ON THE FOREGOING, the undersigned certifies that, both before and after giving effect to the transactions contemplated by the Credit Agreement:
(a) The fair value of the property of each Loan Party, is greater than the total amount of liabilities, including contingent liabilities, of such Loan Party.
(b) The present fair salable value of the assets of each Loan Party is not less than the amount that will be required to pay the probable liability of such Loan Party on their debts as they become absolute and matured.
(c) Each Loan Party does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s individual ability to pay such debts and liabilities as they mature.
(d) No Loan Party is engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Loan Party’s property would constitute an unreasonably small capital.
(e) Each Loan Party is able to pay its individual debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business.
(f) The amount of contingent liabilities at any time have been computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
Delivery of an executed counterpart of a signature page of this Certificate by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Certificate.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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| PUBLIC POLICY HOLDING
COMPANY, INC. | |
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| | | |
| By: | |
| | Name: | |
| | Title: | |
[Signature Page to Solvency Certificate]
EXHIBIT F
FORM OF BORROWER REQUEST AND ASSUMPTION AGREEMENT
(See Attached)
EXHIBIT F
[Form of]
Borrower Request and Assumption Agreement
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| TO: | Bank of America, N.A., as Lender (the “Lender”) |
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RE: | Credit Agreement, dated as of [Date of Credit Agreement], by and among [Borrower Name], a [Jurisdiction and Type of Organization] (the [“Borrower”][“Company”]), the Guarantors, [the Applicant Borrowers,] and the Lender (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) |
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DATE: | [Date] |
Each of ______________________ (the “Applicant Borrower”) and the Company hereby confirms, represents and warrants to the Lender that the Applicant Borrower is a Subsidiary of the Company.
The documents required to be delivered to the Lender under Section 2.13 of the Credit Agreement will be furnished to the Lender in accordance with the requirements of the Credit Agreement.
The parties hereto hereby confirm that, with effect from the date of the Borrower Notice for the Applicant Borrower, except as expressly set forth in the Credit Agreement, the Applicant Borrower shall have obligations, duties and liabilities toward each of the other parties to the Credit Agreement and other Loan Documents identical to those which the Applicant Borrower would have had if the Applicant Borrower had been an original party to the Loan Documents as a Borrower. Effective as of the date of the Borrower Notice for the Applicant Borrower, the Applicant Borrower hereby ratifies, and agrees to be bound by, all representations and warranties, covenants, and other terms, conditions and provisions of the Credit Agreement and the other applicable Loan Documents.
The parties hereto hereby request that the Applicant Borrower be entitled to receive Loans under the Credit Agreement, and understand, acknowledge and agree that neither the Applicant Borrower nor the Company on its behalf shall have any right to request any Loans for its account unless and until the date five (5) Business Days after the effective date designated by the Lender in a Borrower Notice delivered to the Company and the Lender pursuant to Section 2.13 of the Credit Agreement.
[In connection with the foregoing, the Applicant Borrower and the Company hereby agree as follows with the Lender, for the benefit of the Secured Parties:
1. The Applicant Borrower hereby acknowledges, agrees and confirms that, by its execution of this Borrower Request and Assumption Agreement, the Applicant Borrower will be deemed to be a party to the Security Agreement, and shall have all the rights and obligations of an “Grantor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. The Applicant Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting the generality of the
foregoing terms of this Paragraph 1, the Applicant Borrower hereby grants, pledges and assigns to the Lender, for the benefit of the Secured Parties, a continuing security interest in, and a right of set off, to the extent applicable, against any and all right, title and interest of the Applicant Borrower in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of the Applicant Borrower.
2. The Applicant Borrower acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto and each Collateral Document and the schedules and exhibits thereto. The information on the schedules to the Credit Agreement and the Collateral Documents are hereby supplemented (to the extent permitted under the Credit Agreement or Collateral Documents) to reflect the information shown on the attached Schedule A.
3. The Company confirms that the Credit Agreement is, and upon the Applicant Borrower becoming a party thereto, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Applicant Borrower becoming a Borrower, the term “Obligations,” as used in the Credit Agreement, shall include all obligations of the Applicant Borrower under the Credit Agreement and under each other Loan Document.
4. Each of the Company and the Applicant Borrower agrees that at any time and from time to time, upon the written request of the Lender, it will execute and deliver such further documents and do such further acts as the Lender may reasonably request in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents in order to effect the purposes of this Applicant Borrower Request and Assumption Agreement.
This Borrower Request and Assumption Agreement shall constitute a Loan Document under the Credit Agreement.
THIS BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The terms of Sections 10.13 and 10.14 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.
This Borrower Request and Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Designated Borrower Request and Assumption Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
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| [APPLICANT BORROWER] |
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| | | | | |
| By: | |
| Name: | |
| Title: | |
Schedule A
Schedules to Credit Agreement and Collateral Documents
[TO BE COMPLETED BY APPLICANT BORROWER]]
EXHIBIT G
FORM OF BORROWER NOTICE
(See Attached)
SCHEDULE 1.01(a)
NOTICE INFORMATION
Notice information for all Loan Parties:
Address: 800 North Capitol Street NW, Suite 800, Washington, DC 20002
Phone Number: (202) 688-0020
Email: neal.strum@pphcompany.com
jill.kendrick@pphcompany.com
SCHEDULE 1.01(b)
RESPONSIBLE OFFICERS
G. Stewart Hall – Chief Executive Officer
Bill Chess – Chief Financial Officer
Jill Kendrick – Chief Operating Officer
SCHEDULE 1.01(c)
EXISTING LETTERS OF CREDIT
Irrevocable Standby Letter of Credit Number 68180556, dated June 30, 2022, issued by Bank of America, N.A. to Forbes Tate Partners LLC.
Irrevocable Standby Letter of Credit Number 68180557, dated July 15, 2022, issued by Bank of America, N.A. Public Policy Holding Company Inc.
Irrevocable Standby Letter of Credit Number 68180558, dated July 25, 2022, issued by Bank of America, N.A. to O’Neill & Partners LLC.
SCHEDULE 4.01(j)
EXISTING INDEBTEDNESS
Irrevocable Standby Letter of Credit Number 68180556, dated June 30, 2022, issued by Bank of America, N.A. to Forbes Tate Partners LLC.
Irrevocable Standby Letter of Credit Number 68180557, dated July 1, 2022, issued by Bank of America, N.A. Public Policy Holding Company Inc.
Irrevocable Standby Letter of Credit Number 68180558, dated July 25, 2022, issued by Bank of America, N.A. to O’Neill & Partners LLC.
Tenant improvement advance pursuant to that certain Second Amendment to Office Lease, dated March 23rd, 2018, by and between Boyd DC I GSA, LLC and the Company.
The earnout payment pursuant to that certain Asset Purchase Agreement, dated October 1, 2022, by and among KP Public Affairs LLC, KP Public Affairs, LLC, and the Company.
All accounts payable outstanding for more than sixty (60) days, as reflected in the Financial Statements.
Premium Finance Agreement, dated July 17, 2022, by and between the Company and FIRST Insurance Funding, a Division of Lake Forest Bank & Trust Company, N.A., financing $47,673.17 in insurance premiums (“Cyber Insurance Financing”).
Premium Finance Agreement, dated December 16, 2022, by and between the Company and FIRST Insurance Funding, a Division of Lake Forest Bank & Trust Company, N.A., financing $342,026.40 in insurance premiums (“D&O Insurance Financing”).
Premium Finance Agreement, dated June 10, 2022, by and between the Company and FIRST Insurance Funding, a Division of Lake Forest Bank & Trust Company, N.A., financing $53,920 in insurance premiums (“EO Insurance Financing” and, together with Cyber Insurance Financing and D&O Insurance Financing, the “Insurance Financings”).
Schedule 5.10
INSURANCE
See attached.
| | | | | |
| Public Policy Holding Company, Inc. |
PROPERTY
| | | | | | | | |
Carrier: | | CNA Insurance Companies |
Blanket Coverages
| | | | | | | | |
| Subject | Amount | Cause of Loss |
Business Personal Property | $5,915,264 | Special |
Business Income with Extra Expense | $3,375,000 | Special |
Equipment Breakdown | Included | Special |
| | |
Deductibles
| | | | | |
| Subject | Deductible |
Business Personal Property | $1,000 |
Business Income with Extra Expense | 24 Hours |
Equipment Breakdown | $1,000 |
| |
| | | | | | | | |
| Maury, Donnelly & Parr, Inc. | 24 Commerce Street, Baltimore, MD 21202 | www.mdpins.com | 1 |
| | | | | |
| Public Policy Holding Company, Inc. |
GENERAL LIABILITY
| | | | | | | | |
Carrier: | | CNA Insurance Companies |
Coverage
| | | | | |
| Description | Limit |
| General Aggregate | $2,000,000 |
| Products / Completed Operations Aggregate | $2,000,000 |
| Each Occurrence | $1,000,000 |
| Personal and Advertising Injury | $1,000,000 |
| Fire Damage – Any One Fire | $100,000 |
| Medical Expense – Any One Person | $15,000 |
| Employee Benefits Liability Aggregate | $1,000,000 |
| Employee Benefits Liability Each Employee | $1,000,000 |
| Employee Benefits Deductible | $1,000 |
| Hired & Non-Owned Liability | $1,000,000 |
Endorsements
| | |
Forms |
|
•Blanket Additional Insured Endorsement •Blanket Waiver of Subrogation •Blanket Primary & Non-Contributory Wording •General Aggregate per Location •General Aggregate per Project |
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| Maury, Donnelly & Parr, Inc. | 24 Commerce Street, Baltimore, MD 21202 | www.mdpins.com | 2 |
| | | | | |
| Public Policy Holding Company, Inc. |
ERRORS & OMISSIONS
| | | | | | | | |
| Carrier: | | Certain Underwriters at Lloyds |
Coverage
| | | | | | | | |
| Description | Limit | Deductible |
| General Aggregate | $3,000,000 | $15,000 |
| Section A: Errors & Omissions | $3,000,000 | $15,000 |
| Section B: Breach of Contract | $3,000,000 | $15,000 |
| Section C: Sub-Contractor Vicarious Liability | $3,000,000 | $15,000 |
Section D: Contingent Bodily Injury & Property Damage Liability | $3,000,000 | $15,000 |
Section E: Intellectual Property Rights Infringement | $3,000,000 | $15,000 |
| Section F: Pollution Liability | $3,000,000 | $15,000 |
| Section G: Regulatory Costs and Fines | $3,000,000 | $15,000 |
| Section H: Dishonesty of Employees | $3,000,000 | $15,000 |
| Section I: Payment of Withheld Fees | $3,000,000 | $15,000 |
| Insuring Clause 6: Loss Mitigation | $3,000,000 | $0 |
| Insuring Clause 7: Court Attendance Costs | $100,000 | $0 |
Insuring Clause 8: Reputation & Brand Protection | $100,000 | $0 |
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| Maury, Donnelly & Parr, Inc. | 24 Commerce Street, Baltimore, MD 21202 | www.mdpins.com | 3 |
| | | | | |
| Public Policy Holding Company, Inc. |
DIRECTORS AND OFFICERS LIABILITY
| | | | | | | | |
| Carrier: | | Certain Underwriters at Lloyds |
Coverage
| | | | | |
| Description | Limit |
| Directors and Officers Liability Aggregate | $5,000,000 |
| Security Holder Demand Investigatory Costs Sublimit | $250,000 |
Deductibles
| | | | | |
| Description | Deductible |
Each Claim, Investigation or Inquiry all Insured Persons under Insuring Clause I.A | NIL |
Each Claim, Investigation or Inquiry under Insuring Clause I.B., other than a Securities Claim | $2,000,000 |
| Each Securities Claim under Insuring Clause I.B | $2,000,000 |
| Each Securities Claim under Insuring Clause I.C | $2,000,000 |
| each Security Holder Demand under Insuring Clause I.D | NIL |
| Prior and Pending Litigation Date | 12/16/2021 |
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| Maury, Donnelly & Parr, Inc. | 24 Commerce Street, Baltimore, MD 21202 | www.mdpins.com | 4 |
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| Public Policy Holding Company, Inc. |
EMPLOYMENT PRACTICES LIABILITY
Coverage
| | | | | |
| Description | Limit |
| Employment Practices Liability Aggregate | $2,000,000 |
Employment Practices Liability – Third Party Claim Coverage | $2,000,000 |
Deductibles
| | | | | |
| Description | Deductible |
| Retention- Employment Practices Liability | $25,000 |
Retention- Employment Practices Liability, Third Party Claims | $25,000 |
| Prior and Pending Proceeding Date | 1/08/2016 |
| Continuity Date | 1/08/2016 |
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| Maury, Donnelly & Parr, Inc. | 24 Commerce Street, Baltimore, MD 21202 | www.mdpins.com | 5 |
| | | | | |
| Public Policy Holding Company, Inc. |
CYBER LIABILITY
| | | | | | | | |
| Carrier: | | Trisura Specialty Insurance Company |
Coverage
| | | | | |
| Claims-Made Liability | Limit |
| Aggregate Limit | $ 1,000,000 |
| | | | | | | | |
| Insuring Agreements | Sub-Limit | Retention |
| A. Information Privacy | | |
A.1. Information Privacy Liability | $ 1,000,000 | $ 50,000 |
A.2. Regulatory Liability | $ 1,000,000 | $ 50,000 |
A.3. Event Response and Management | $ 1,000,000 | $ 50,000 |
A.4. PCI-DSS Liability | $ 1,000,000 | $ 50,000 |
| B. Network Security | | |
B.1. Network Security Liability | $ 1,000,000 | $ 50,000 |
B.2. Event Response and Recovery | $ 1,000,000 | $ 50,000 |
| C. Business Interruption | | |
C.1. Direct Business Interruption | $ 1,000,000 | $ 50,000 |
C.2. Contingent Business Interruption | $ 1,000,000 | $ 50,000 |
| D. Cyber Extortion | | |
D.1. Cyber Extortion | $ 1,000,000 | $ 50,000 |
| E. Financial Fraud | | |
E.1. Social Engineering | $ 250,000 | $ 50,000 |
E.2. Computer Fraud | $ 250,000 | $ 50,000 |
| F. Media Content | | |
F.1. Media Liability | $ 1,000,000 | $ 50,000 |
F.2. Media Event Response | $ 1,000,000 | $ 50,000 |
| G. Reputational Harm | | |
G.1. Reputational Harm | $ 1,000,000 | $ 50,000 |
| | | | | | | | |
| System Failure Enhancement to Business Interruption Insuring Agreements | Limit | Retention |
| Direct System Failure | $ 1,000,000 | Waiting Period: 8 Hours |
| Contingent System Failure Limit: | $ 1,000,000 | Waiting Period: 8 Hours |
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| Maury, Donnelly & Parr, Inc. | 24 Commerce Street, Baltimore, MD 21202 | www.mdpins.com | 6 |
| | | | | |
| Public Policy Holding Company, Inc. |
CRIME
| | | | | | | | |
| Carrier: | | The Hartford Insurance Company |
Coverage
| | | | | | | | | | | |
| Description | Limit | Deductible |
| Employee Dishonesty | $2,000,000 | $15,000 |
| Money Orders and Counterfeit Currency | $50,000 | $0 |
| Computer Systems Restoration Expenses | $25,000 | $1,000 |
| Identity Recovery Expenses Reimbursement | $25,000 | $250 |
| Deception Fraud | $15,000 | $5,000 |
| Investigative Expense Sublimit | $25,000 | $0 |
| | | |
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| Maury, Donnelly & Parr, Inc. | 24 Commerce Street, Baltimore, MD 21202 | www.mdpins.com | 7 |
| | | | | |
| Public Policy Holding Company, Inc. |
FOREIGN LIABILITY
General Liability Coverage
| | | | | |
| Description | Limit |
| Master Control Program Aggregate | $4,000,000 |
| General Aggregate | $2,000,000 |
| Products / Completed Operations Aggregate | $2,000,000 |
| Each Occurrence | $1,000,000 |
| Personal and Advertising Injury | $1,000,000 |
| Damage to Premises Rented to You | $50,000 |
| Medical Expense – Any One Person | $25,000 |
| Hired & Non-Owned Liability | |
Auto Liability Coverage
| | | | | |
| Description | Limit |
| Liability | $1,000,000 |
| Auto Medical Payments | $25,000 |
Hired Physical Damage – Foreign Coverage |
|
| Each Auto/Each Loss Limit | $25,000 |
| Deductible – Each Auto | $1,000. |
Workers Compensation Coverage
| | | | | |
| Description | Limit |
Employers Liability Insurance |
|
| Bodily Injury by Accident, Each Accident | $1,000,000 |
| Bodily Injury by Disease, Policy Limit | $1,000,000 |
| Bodily Injury by Disease, Each Employee | $1,000,000 |
Kidnap & Ransom Coverage
| | | | | |
| Description | Limit |
| Coverage Part Aggregate | $10,000,000 |
| Ransom | $1,000,000 |
| Consultant Expense | $1,000,000 |
| | | | | | | | |
| Maury, Donnelly & Parr, Inc. | 24 Commerce Street, Baltimore, MD 21202 | www.mdpins.com | 8 |
| | | | | |
| Public Policy Holding Company, Inc. |
COMMERCIAL WORKERS
COMPENSATION
| | | | | | | | |
| Carrier: | | CNA Insurance Companies |
Coverage
| | | | | |
| Description | Limit |
Part A – Workers’ Compensation Insurance States Covered: AL, AZ, CA, CO, CT, DC, FL, GA, IL, KY, MA, MS, NC, NY, OR, RI, TN, TX, VA, WI |
Part B – Employers Liability Insurance |
|
| Bodily Injury by Accident, Each Accident | $1,000,000 |
| Bodily Injury by Disease, Policy Limit | $1,000,000 |
| Bodily Injury by Disease, Each Employee | $1,000,000 |
Part C – Other States Insurance All states except: AK, ND, OH, WA, WY |
| | | | | | | | |
| Maury, Donnelly & Parr, Inc. | 24 Commerce Street, Baltimore, MD 21202 | www.mdpins.com | 9 |
| | | | | |
| Public Policy Holding Company, Inc. |
EXCESS INSURANCE
| | | | | | | | |
| Carrier: | | CNA Insurance Companies |
Coverage
| | | | | |
| Description | Limit |
| General Aggregate | $5,000,000 |
| Each Occurrence | $5,000,000 |
| Self-Insured Retention (SIR) | $10,000 |
| | | | | | | | |
| Maury, Donnelly & Parr, Inc. | 24 Commerce Street, Baltimore, MD 21202 | www.mdpins.com | 10 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | PUBLPOL-01 | | CBENSON |
CERTIFICATE OF LIABILITY INSURANCE | | | DATE (MM/DD/YYYY) 2/24/2023 |
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. | |
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). | |
PRODUCER Maury, Donnelly & Parr, Inc. 24 Commerce St. Baltimore, MD 21202 | | CONTACT NAME: | | | | | |
| PHONE (A/C, No, Ext): | (410) 685-4625 | FAX
(A/C, No): | (410) 685-3071 |
| E-MAIL ADDRESS: | | | | | |
| INSURER(S) AFFORDING COVERAGE | | NAIC # | |
| INSURER A : American Casualty Co. of Reading, PA | 20427 | |
| INSURED | | INSURER B : Continental Insurance Company | 35289 | |
Public Policy Holding Company 800 N. Capital Street, NW Washington, DC 20002 | INSURER C : Certain Underwriters at Lloyds | | |
INSURER D : Twin City Fire Ins. Co. | | 29459 | |
| INSURER E : | | | | | |
| INSURER F : | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| COVERAGES CERTIFICATE NUMBER: 1 | REVISION NUMBER: 1 |
| THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. |
INSR LTR | TYPE OF INSURANCE | | ADDL INSD | SUBR WVD | POLICY NUMBER | POLICY EFF (MM/DD/YYYY) | POLICY EXP (MM/DD/YYYY) | LIMITS |
| A | X | COMMERCIAL GENERAL LIABILITY | | | | | | | | EACH OCCURRENCE | $ | 1,000,000 | |
| | CLAIMS-MADE | X | OCCUR | | | X | X | 7018148029 | 1/8/2023 | 1/8/2024 | DAMAGE TO RENTED PREMISES (Ea occurrence) | $ | 100,000 | |
| ____________________________________ | | MED EXP (Any one person) | $ | 15,000 | |
| ____________________________________ | | PERSONAL & ADV INJURY | $ | 1,000,000 | |
| GEN'L AGGREGATE LIMIT APPLIES PER: | | | GENERAL AGGREGATE | $ | 2,000,000 | |
| POLICY | X | PRO-JECT | X | LOC | | | PRODUCTS - COMP/OP AGG | $ | 2,000,000 | |
| OTHER: | | | | | | | | | | $ | |
| B | AUTOMOBILE LIABILITY | | | X
| X
| 7018148032
| 1/8/2023
| 1/8/2024
| COMBINED SINGLE LIMIT (Ea accident) | $ | 1,000,000 | |
| ANY AUTO | | | | BODILY INJURY (Per person) | $ | |
| OWNED AUTOS ONLY | | SCHEDULED AUTOS | | | BODILY INJURY (Per accident) | $ | |
| X | HIRED AUTOS ONLY | X | NON-OWNED AUTOS ONLY | | | PROPERTY DAMAGE (Per accident) | $ | |
| | | | | | | | | | | | $ | |
| B | X | UMBRELLA LIAB | X | OCCUR | | | X | X | 7018148063 | 1/8/2023 | 1/8/2024 | EACH OCCURRENCE | $ | 5,000,000 | |
| EXCESS LIAB | | CLAIMS-MADE | | AGGREGATE | $ | 5,000,000 | |
| DED | X | RETENTION $ 10,000 | | $ | |
| A | WORKERS COMPENSATION AND EMPLOYERS' LIABILITY | | Y / N | | N / A | | 7018148046 | 1/8/2023 | 1/8/2024 | X | PER STATUTE | | OTH-ER | | |
ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) | | | E.L. EACH ACCIDENT | $ | 1,000,000 | |
| | | | | E.L. DISEASE - EA EMPLOYEE | $ | 1,000,000 | |
If yes, describe under DESCRIPTION OF OPERATIONS below | | | | | | E.L. DISEASE - POLICY LIMIT | $ | 1,000,000 | |
C | Errors & Omissions | | | PSK0239467433 | 5/30/2022 | 5/30/2023 | Limit | | 3,000,000 | |
| D | Crime/Fidelity Cov | | | 30 KB 0350390-22 | 4/1/2022 | 4/1/2023 | Limit | | 1,000,000 | |
| | | | | | | | |
| ACORD 25 (2016/03) | | © 1988-2015 ACORD CORPORATION. All rights reserved. |
| The ACORD name and logo are registered marks of ACORD |
| | |
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Hired & Non-Owned Physical Damage: $50,000 Limit Deductible: $500 Cyber Liability Coverage: Insurer- Trisura Specialty Insurance Company Policy Number- ATB-6632466-01 Policy Effective Dates- 7/17/2022 - 7/17/2023 Aggregate Limit- $1,000,000 Deductible- $50,000 SEE ATTACHED ACORD 101 |
| | | | | | | | | | | | | | | | | |
| CERTIFICATE HOLDER | | CANCELLATION | |
Bank of America, NA; Its Successors and/or Assigns
Attn: Insurance Division
Mail Code: NC1-026-06-07
Gateway Village - 900 Building, 900 W. Trade Street
Charlotte, NC 28255 | | | SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. | |
| | AUTHORIZED REPRESENTATIVE | |
| | | | /s/ | |
| | | | |
| | | | | | | | |
| ACORD 25 (2016/03) | | © 1988-2015 ACORD CORPORATION. All rights reserved. |
| The ACORD name and logo are registered marks of ACORD |
| | | | | | | | | | | | | | |
| AGENCY CUSTOMER ID: PUBLPOL-01 CBENSON LOC #: 0 |
| ADDITIONAL REMARKS SCHEDULE | Page 1 of 1 |
| AGENCY | | | NAMED INSURED Public Policy Holding Company 800 N. Capital Street, NW Washington, DC 20002 |
| Maury, Donnelly & Parr, Inc. |
| POLICY NUMBER | | |
| SEE PAGE 1 |
| CARRIER | | NAIC CODE | | |
| SEE PAGE 1 | | SEE P 1 | EFFECTIVE DATE: SEE PAGE 1 | |
ADDITIONAL REMARKS
| | |
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance |
|
Description of Operations/Locations/Vehicles: BANK OF AMERICA, N.A.; Its Successors and/or Assigns; Insurance Division is included as additional insured as required by written contract. A waiver of subrogation applies in favor of the additional insured. |
|
|
|
|
| | | | | | | | |
| ACORD 101 (2008/01) | | © 2008 ACORD CORPORATION. All rights reserved. |
| The ACORD name and logo are registered marks of ACORD |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| EVIDENCE OF PROPERTY INSURANCE | CBENSON |
DATE (MM/DD/YYYY) 2/24/2023 |
THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. |
| AGENCY | PHONE
(A/C, No, Ext): | (410) 685-4625 | COMPANY American Casualty Co. of Reading, PA CNA Plaza 26S Chicago, IL 60685 |
Maury, Donnelly & Parr, Inc.
24 Commerce St.
Baltimore, MD 21202 | |
| | | | | | | | |
FAX (A/C, No): (410) 685-3071 | E-MAIL
ADDRESS: | | | | | | |
| CODE: | SUB CODE: | | | | | |
AGENCY CUSTOMER ID #: PUBLPOL-01 | | | | | |
INSURED Public Policy Holding Company, Inc. 800 N. Capitol Street, NW Suite 800 Washington, DC 20002 | LOAN NUMBER | | POLICY NUMBER 7018148029 |
EFFECTIVE DATE 1/8/2023 | EXPIRATION DATE 1/8/2024 | £ CONTINUED UNTIL TERMINATED IF CHECKED |
THIS REPLACES PRIOR EVIDENCE DATED:
|
PROPERTY INFORMATION
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LOCATION/DESCRIPTION
All Locations |
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. |
| COVERAGE INFORMATION | PERILS INSURED | | BASIC | | BROAD | X | SPECIAL | | | | | | | |
| COVERAGE / PERILS / FORMS | | AMOUNT OF INSURANCE | DEDUCTIBLE | |
| | | | | | | | | | | | | | | |
| Blkt Bus Pers Prop including TIB: All Risks Cov/ Replacement Cost | | $5,915,264 | | 1,000 | |
| Business Income/Extra Expense- Actual Loss Sustained | | $3,375,000 | | 24 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
REMARKS (Including Special Conditions)
CANCELLATION
| | | | | | | | |
| SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. | |
ADDITIONAL INTEREST
| | | | | | | | | | | | | | | | | | | | |
| NAME AND ADDRESS | | ADDITIONAL INSURED | X | LENDER'S LOSS PAYABLE | X | LOSS PAYEE |
| | MORTGAGEE | | | | |
Bank of America, NA;
Attn: Specialty Insurance Monitoring Group
Mail Code: NC1-026-06-07
Gateway Village - 900 Building, 900 W. Trade Street
Charlotte, NC 28255 | LOAN # |
| AUTHORIZED REPRESENTATIVE |
| /s/ |
| | | | | | | | |
| ACORD 27 (2016/03) | | © 1993-2015 ACORD CORPORATION. All rights reserved. |
| The ACORD name and logo are registered marks of ACORD |
| | | | | | | | |
| | SB300113D
(Ed. 6-16)
Policy # 7018148029 |
ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS LIABILITY COVERAGE FORM
SCHEDULE
| | | | | |
| Name Of Person Or Organization: Bank of America |
| |
| It is understood and agreed that the section entitled WHO IS AN INSURED is amended with the addition of the following: A. The person or organization shown in the Schedule is an insured, but only with respect to such person or organization's liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. in the performance of your ongoing operations; or 2. in connection with premises owned by or rented to you. B. However, if coverage for the additional insured is required by written contract or written agreement, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide such additional insured with: 1. coverage broader than required by such contract or agreement; or 2. a higher limit of insurance than required by such contract or agreement. C. The coverage granted by this endorsement does not apply to "bodily injury" or "property damage" included within the "products-completed operations hazard." Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. |
| |
| | |
| SB300113D (Ed. 6-16) |
Page 1 of 1 |
Copyright, CNA All Rights Reserved.
| | | | | | | | |
| | SB300022C (Ed. 6-16) Policy #: 7018148029 |
| | | | | |
| THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION SCHEDULE |
Name Of Person Or Organization: Bank of America |
| * Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations. |
| This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS We waive any right of recovery we may have against: 1. Any person or organization shown above or in the Declarations; or 2. Any person or organization with which you have a written contract that requires such a waiver, provided the contract was executed prior to the loss. All other terms and conditions of the Policy remain unchanged. |
| | |
| SB300022C (Ed. 6-16) |
Page 1 of 1 |
Copyright, CNA All Rights Reserved.
| | | | | | | | |
| | SB-147086-B (Ed. 04/10) Policy #: 7018148029 |
| | | | | | | | | | | | | | | | | | | | | | | |
| THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LOSS PAYABLE CLAUSES This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY |
| | SCHEDULE* | | |
Prem.
No. | | Description
of Property | | Loss Payee
(Name & Address) | | Provision Applicable
(Indicate Paragraph
A, B, C or D) |
| | | | | | |
| 1 | | | | Bank of America | | B |
| The following is added to the Businessowners Special Property Coverage Form LOSS PAYMENT Loss Condition, as shown in the Declarations or by an "A," "B" "C," or "D" in the Schedule: A.LOSS PAYABLE CLAUSE For Covered Property in which both you and a Loss Payee shown in the Schedule or in the Declarations have an insurable interest, we will: 1.Adjust losses with you; and 2.Pay any claim for loss or damage jointly to you and the Loss Payee, as interests may appear. B.LENDER'S LOSS PAYABLE CLAUSE 1.The Loss Payee shown in the Schedule or in the Declarations is a creditor (including a mortgageholder or trustee) with whom you have entered a contract for the sale of Covered Property, whose interest in that Covered Property is established by such written contracts as: a.Warehouse receipts; b.A contract for deed; c.Bills of lading; or d.Financing statements. 2.For Covered Property in which both you and a Loss Payee have an insurable interest: a.We will pay for covered loss or damage to each Loss Payee in their | order of precedence, as interests may appear. b.The Loss Payee has the right to receive loss payment even if the Loss Payee has started foreclosure for similar action on the Covered Property. c.If we deny your claim because of your acts or because you have failed to comply with the terms of this policy, the Loss Payee will still have the right to receive loss payment if the Loss Payee: (1)Pays any premium due under this policy at our request if you have failed to do so; (2)Submits a signed, sworn proof of loss within 60 days after receiving notice from us of your failure to do so; and (3)Has notified us of any change in ownership, occupancy or substantial change in risk known to the Loss Payee. All of the terms of the Businessowners Special Property Coverage Form will then apply directly to the Loss Payee. d.If we pay the Loss Payee for any loss or damage and deny payment to you because of your acts or because you have failed to comply with the terms of this policy: (1)The Loss Payee's rights will be transferred to us to the extent of the amount we pay; and (2)The Loss Payee's right to recover the full amount of the Loss Payee's claim will not be impaired. At our option, we may pay to the Loss Payee the whole principal on the debt plus any accrued interest. In this event, you will pay your remaining debt to us. |
| | | | | |
| SB-147086-B | Page 1 of 2 |
| (Ed. 04/10) | |
3.If we cancel this policy, we will give written notice to the Loss Payee at least:
a.10 days before the effective date of cancellation if we cancel for your nonpayment of premium; or
b.30 days before the effective date of cancellation if we cancel for any other reason.
4.If we do not renew this policy, we will give written notice to the Loss Payee at least 10 days before the expiration date of this policy.
C. CONTRACT OF SALE CLAUSE
1. The Loss Payee shown in the Schedule or in the Declarations is a person or organization you have entered a contract with for the sale of Covered Property.
2. For Covered Property in which both you and the Loss Payee have an insurable interest, we will:
a. Adjust losses with you; and
b. Pay any claim for loss or damage jointly to you and the Loss Payee, as interests may appear.
3. The following is added to the OTHER INSURANCE Businessowners Common Policy Condition:
For Covered Property that is the subject of a contract of sale, the word "you" includes the Loss Payee.
D. BUILDING OWNER LOSS PAYABLE CLAUSE
1. The Loss Payee shown in the Schedule or in the Declarations is the owner of the described building, in which you are a tenant.
2. We will adjust losses to the described building with the Loss Payee. Any loss payment made to the Loss Payee will satisfy your claims against us for the owner's property.
3. We will adjust losses to tenant's improvements and betterments with you, unless the lease provides otherwise.
| | | | | |
| SB-147086-B | Page 2 of 2 |
| (Ed. 04/10) | |
Schedule 5.12
PENSION PLANS
None.
SCHEDULE 5.20(a)
SUBSIDIARIES, JOINT VENTURES, PARTNERSHIPS AND OTHER EQUITY INVESTMENTS
| | | | | | | | | | | | | | | | | | | | |
| Issuer | Owner | Total Number of Shares Outstanding | Number of Shares Owned by Loan Party | Certificate Number(s) | Percentage of Owned Membership Interests by Loan Party | Class and Nature (Voting, Non- Voting, Preferred, Etc.) |
| | | | | | |
| | | | | | |
Alpine Group Partners, LLC | The Company | N/A | N/A | N/A | 100% | Voting |
| | | | | | |
| | | | | | |
| Alpine Advisors LLC | The Company | N/A | N/A | N/A | 100% | Voting |
| | | | | | |
| | | | | | |
| Bay Strategies LLC | The Company | N/A | N/A | N/A | 100% | Voting |
| | | | | | |
| | | | | | |
Blue Engine Message & Media, LLC | The Company | N/A | N/A | N/A | 100% | Voting |
| | | | | | |
| | | | | | |
| CFW Group LLC | The Company | N/A | N/A | N/A | 100% | Voting |
| | | | | | |
| | | | | | |
Columbia Campaign Group LLC | The Company | N/A | N/A | N/A | 100% | Voting |
| | | | | | |
| | | | | | |
Crossroads Strategies, LLC | The Company | N/A | N/A | N/A | 100% | Voting |
| | | | | | |
| | | | | | |
Forbes Tate Partners LLC | The Company | N/A | N/A | N/A | 100% | Voting |
| | | | | | |
| | | | | | |
JDA Frontline Partners, LLC | The Company | N/A | N/A | N/A | 100% | Voting |
| | | | | | |
| | | | | | |
| KP Public Affairs LLC | The Company | N/A | N/A | N/A | 100% | Voting |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Issuer | Owner | Total Number of Shares Outstanding | Number of Shares Owned by Loan Party | Certificate Number(s) | Percentage of Owned Membership Interests by Loan Party | Class and Nature (Voting, Non- Voting, Preferred, Etc.) |
| | | | | | |
| | | | | | |
O’Neill & Partners, LLC | The Company | N/A | N/A | N/A | 100% | Voting |
| | | | | | |
| | | | | | |
Multistate Associates, LLC | The Company | N/A | N/A | N/A | 100% | Voting |
| | | | | | |
| | | | | | |
| Seven Letter ONA LLC | O’Neill & Partners, LLC and Blue Engine Message & Media, LLC (each own 50% of ownership interests) | N/A | N/A | N/A | 100% | Voting |
| | | | | | |
| | | | | | |
| Signalytic LLC | The Company | N/A | N/A | N/A | 100% | Voting |
| | | | | | |
SCHEDULE 5.20(b)
LOAN PARTIES
| | | | | |
| Exact Legal Name of Loan Party: | Public Policy Holding Company, Inc. |
| • Registered in Washington D.C. as PPHC Inc. • PPHC was registered as a trade name in Washington D.C. on October 31, 2022 |
| Previous Legal Names within the five (5) years prior to the Closing Date: |
| Jurisdiction of Organization/Incorporation: | Delaware |
| Type of Organization: | Corporation |
| |
| Jurisdictions where Qualified to do Business: | Delaware, Alabama, Arizona, Washington D.C., Massachusetts, New Jersey, New York |
| |
| Address of Chief Executive Office: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| |
| Address of Principal Place of Business: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| |
| U.S. Federal Taxpayer Identification Number, or Unique Identification Number (as applicable) | 87-3557229 |
| Organizational Identification Number (if any): | File Number 4992651 |
| |
| Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners): | Publicly held |
| Industry or Nature of Business: | NAICS: 551114 |
| | | | | |
| Exact Legal Name of Loan Party: | Alpine Group Partners, LLC |
| |
| Previous Legal Names within the five (5) years prior to the Closing Date: | N/A |
| Jurisdiction of Organization/Incorporation: | Delaware |
| Type of Organization: | Limited liability company |
| Jurisdictions where Qualified to do Business: | Delaware, Washington D.C., Oregon |
| |
| Address of Chief Executive Office: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| |
| Address of Principal Place of Business: | 500 North Capitol Street NW, Suite 210 Washington, DC 20001 |
| | | | | |
| |
| U.S. Federal Taxpayer Identification Number, or Unique Identification Number (as applicable) | 84-3847511 |
| Organizational Identification Number (if any): | File Number 7572131 |
| |
| Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners): | Private; Public Policy Holding Company, Inc. is the sole member. |
| Industry or Nature of Business: | NAICS: 541820 |
| | | | | |
| Exact Legal Name of Loan Party: | Alpine Advisors LLC |
| |
| Previous Legal Names within the five (5) years prior to the Closing Date: | N/A |
| Jurisdiction of Organization/Incorporation: | Delaware |
| Type of Organization: | Limited liability company |
| Jurisdictions where Qualified to do Business: | Delaware, Washington D.C. |
| |
| Address of Chief Executive Office: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| |
| Address of Principal Place of Business: | 500 North Capitol Street NW, Suite 210 Washington, DC 20001 |
| |
| U.S. Federal Taxpayer Identification Number, or Unique Identification Number (as applicable) | 86-2124853 |
| Organizational Identification Number (if any): | 4974819 |
| |
| Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners): | Private; Public Policy Holding Company, Inc. is the sole member. |
| Industry or Nature of Business: | NAICS: 541820 |
| | | | | |
| Exact Legal Name of Loan Party: | Bay Strategies LLC |
| |
| Previous Legal Names within the five (5) years prior to the Closing Date: | N/A |
| Jurisdiction of Organization/Incorporation: | Delaware |
| Type of Organization: | Limited liability company |
| Jurisdictions where Qualified to do Business: | Delaware, Washington D.C. |
| |
| Address of Chief Executive Office: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| | | | | |
| |
| Address of Principal Place of Business: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| |
| U.S. Federal Taxpayer Identification Number, or Unique Identification Number (as applicable) | 81-1162317 |
| Organizational Identification Number (if any): | File Number 5942442 |
| |
| Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners): | Private; Public Policy Holding Company, Inc. is the sole member. |
| Industry or Nature of Business: | NAICS: 541820 |
| | | | | |
| Exact Legal Name of Loan Party: | Blue Engine Message & Media, LLC |
| |
| Previous Legal Names within the five (5) years prior to the Closing Date: | • d/b/a Seven Letter; Seven Letter was registered as a trade name in Washington D.C. on July 12, 2019 • Registered in Washington D.C. as Blue Engine Message & Media Partners LLC |
| Jurisdiction of Organization/Incorporation: | Delaware |
| Type of Organization: | Limited liability company |
| Jurisdictions where Qualified to do Business: | Delaware, Wisconsin, Washington D.C. |
| |
| Address of Chief Executive Office: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| |
| Address of Principal Place of Business: | 1140 Connecticut Avenue NW, Suite 800 Washington, DC 20036 |
| |
| U.S. Federal Taxpayer Identification Number, or Unique Identification Number (as applicable) | 37-1906378 |
| Organizational Identification Number (if any): | File Number 6974269 |
| |
| Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners): | Private; Public Policy Holding Company, Inc. is the sole member. |
| Industry or Nature of Business: | NAICS: 541820 |
| | | | | |
| Exact Legal Name of Loan Party: | CFW Group LLC |
| |
| Previous Legal Names within the five (5) years prior to the Closing Date: | N/A |
| Jurisdiction of Organization/Incorporation: | Delaware |
| Type of Organization: | Limited liability company |
| | | | | |
| Jurisdictions where Qualified to do Business: | Delaware |
| |
| Address of Chief Executive Office: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| |
| Address of Principal Place of Business: | 777 6th Street NW, 8th Floor Washington, DC 20001 |
| |
| U.S. Federal Taxpayer Identification Number, or Unique Identification Number (as applicable) | 47-0975540 |
| Organizational Identification Number (if any): | File Number 5535130 |
| |
| Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners): | Private; Public Policy Holding Company, Inc. is the sole member. |
| Industry or Nature of Business: | NAICS: 541820 |
| | | | | |
| Exact Legal Name of Loan Party: | Columbia Campaign Group LLC |
| |
| Previous Legal Names within the five (5) years prior to the Closing Date: | N/A |
| Jurisdiction of Organization/Incorporation: | Delaware |
| Type of Organization: | Limited liability company |
| Jurisdictions where Qualified to do Business: | Delaware, Washington D.C. |
| |
| Address of Chief Executive Office: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| |
| Address of Principal Place of Business: | 777 6th Street NW, 8th Floor Washington, DC 20001 |
| |
| U.S. Federal Taxpayer Identification Number, or Unique Identification Number (as applicable) | 81-1060969 |
| Organizational Identification Number (if any): | File Number 5933314 |
| |
| Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners): | Private; Public Policy Holding Company, Inc. is the sole member. |
| Industry or Nature of Business: | NAICS: 541820 |
| | | | | |
| Exact Legal Name of Loan Party: | Crossroads Strategies, LLC |
| |
| Previous Legal Names within the five (5) years prior to the Closing Date: | Registered in Washington D.C. as Crossroads Strategies Partners LLC |
| Jurisdiction of Organization/Incorporation: | Delaware |
| | | | | |
| Type of Organization: | Limited liability company |
| |
| Jurisdictions where Qualified to do Business: | Delaware, Alabama, Washington D.C., Maryland, Mississippi, Washington |
| |
| Address of Chief Executive Office: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| |
| Address of Principal Place of Business: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| |
| U.S. Federal Taxpayer Identification Number, or Unique Identification Number (as applicable) | 37-1731850 |
| Organizational Identification Number (if any): | File Number 5327060 |
| |
| Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners): | Private; Public Policy Holding Company, Inc. is the sole member. |
| Industry or Nature of Business: | NAICS: 541820 |
| | | | | |
| Exact Legal Name of Loan Party: | Forbes Tate Partners LLC |
| |
| Previous Legal Names within the five (5) years prior to the Closing Date: | N/A |
| Jurisdiction of Organization/Incorporation: | Delaware |
| Type of Organization: | Limited liability company |
| |
| Jurisdictions where Qualified to do Business: | Delaware, Alabama, Colorado, Washington D.C., Florida, Georgia, Idaho, Illinois, Kansas, Massachusetts, Pennsylvania, Texas, Virginia |
| |
| Address of Chief Executive Office: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| |
| Address of Principal Place of Business: | 777 6th Street NW, 8th Floor Washington, DC 20001 |
| |
| U.S. Federal Taxpayer Identification Number, or Unique Identification Number (as applicable) | 47-0975138 |
| Organizational Identification Number (if any): | File Number 5534542 |
| |
| Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners): | Private; Public Policy Holding Company, Inc. is the sole member. |
| Industry or Nature of Business: | 541820 |
| | | | | |
| Exact Legal Name of Loan Party: | JDA Frontline Partners, LLC |
| |
| Previous Legal Names within the five (5) years prior to the Closing Date: | N/A |
| Jurisdiction of Organization/Incorporation: | Delaware |
| Type of Organization: | Limited liability company |
| Jurisdictions where Qualified to do Business: | Delaware, Washington D.C., South Carolina |
| |
| Address of Chief Executive Office: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| |
| Address of Principal Place of Business: | 1140 Connecticut Avenue NW, Suite 800 Washington, DC 20001 |
| |
| U.S. Federal Taxpayer Identification Number, or Unique Identification Number (as applicable) | 47-3993755 |
| Organizational Identification Number (if any): | File Number 5743412 |
| |
| Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners): | Private; Public Policy Holding Company, Inc. is the sole member. |
| Industry or Nature of Business: | NAICS: 541820 |
| | | | | |
| Exact Legal Name of Loan Party: | KP Public Affairs LLC |
| |
| Previous Legal Names within the five (5) years prior to the Closing Date: | Registered in California on August 22, 2022 as KP Public Affairs Partners LLC |
| Jurisdiction of Organization/Incorporation: | Delaware |
| Type of Organization: | Limited liability company |
| Jurisdictions where Qualified to do Business: | Delaware, California |
| |
| Address of Chief Executive Office: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| |
| Address of Principal Place of Business: | 621 Capitol Mall, Suite 1900 Sacramento, CA 95814 |
| |
| U.S. Federal Taxpayer Identification Number, or Unique Identification Number (as applicable) | 36-5031831 |
| Organizational Identification Number (if any): | File Number 6924310 |
| |
| Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners): | Private; Public Policy Holding Company, Inc. is the sole member. |
| Industry or Nature of Business: | NAICS: 541820 |
| | | | | |
| Exact Legal Name of Loan Party: | Multistate Associates, LLC |
| |
| Previous Legal Names within the five (5) years prior to the Closing Date: | N/A |
| Jurisdiction of Organization/Incorporation: | Delaware |
| Type of Organization: | Limited liability company |
| Jurisdictions where Qualified to do Business: | Delaware, Washington D.C.1 |
| |
| Address of Chief Executive Office: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| |
| Address of Principal Place of Business: | 800 North Capitol Street NW, Suite 800 Washington, DC 200022 |
| |
| U.S. Federal Taxpayer Identification Number, or Unique Identification Number (as applicable) | 92-1297908 |
| Organizational Identification Number (if any): | File Number 7133729 |
| |
| Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners): | Private; Public Policy Holding Company, Inc. is the sole member. |
| Industry or Nature of Business: | NAICS: 541820 |
| | | | | |
| Exact Legal Name of Loan Party: | O’Neill & Partners, LLC |
| |
| Previous Legal Names within the five (5) years prior to the Closing Date: | d/b/a O’Neill & Associates; O’Neill & Associates was registered as a fictious name in Massachusetts on January 23, 2019 and as a trade name in Washington D.C. on January 18, 2019 |
| Jurisdiction of Organization/Incorporation: | Delaware |
| Type of Organization: | Limited liability company |
| |
| Jurisdictions where Qualified to do Business: | Delaware, Massachusetts, Washington D.C., Connecticut |
| |
| Address of Chief Executive Office: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| |
| Address of Principal Place of Business: | 18 Tremont Street, Suite 600 Boston, MA 02108 |
| |
| U.S. Federal Taxpayer Identification Number, or Unique Identification Number (as applicable) | 38-4089159 |
| Organizational Identification Number (if any): | File Number 6974261 |
1 Qualification pending in Washington D.C.
2 The principal place of business of Multistate Associates, LLC will soon change to 515 King Street, Suite 300, Alexandria, VA 22314.
| | | | | |
| |
| Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners): | Private; Public Policy Holding Company, Inc. is the sole member. |
| Industry or Nature of Business: | NAICS: 541820 |
| | | | | |
| Exact Legal Name of Loan Party: | Seven Letter ONA LLC |
| |
Previous Legal Names within the five (5) years prior to the Closing Date: | N/A |
| Jurisdiction of Organization/Incorporation: | Delaware |
| Type of Organization: | Limited liability company |
| Jurisdictions where Qualified to do Business: | Delaware, Massachusetts |
| |
| Address of Chief Executive Office: | 800 North Capitol Street NW, Suite 800 Washington, DC 20002 |
| |
| Address of Principal Place of Business: | 18 Tremont Street, Suite 600 |
| Boston, MA 02108 |
| |
| U.S. Federal Taxpayer Identification Number, or Unique Identification Number (as applicable) | 85-1060208 |
| Organizational Identification Number (if any): | File Number 7846526 |
| |
Ownership Information (e.g. publicly held, if private or partnership—identity of owners/partners): | Private; Public Policy Holding Company, Inc. is the sole member. |
| Industry or Nature of Business: | NAICS: 541820 |
SCHEDULE 5.21(b)
DEPOSIT AND SECURITIES ACCOUNTS
| | | | | | | | |
Name of Bank | Account Number | Account Name |
Bank of America | 226005706756 | Alpine Group Partners LLC |
Bank of America | 226005692051 | Bay Strategies LLC |
Bank of America | 226005699818 | Blue Engine Message & Media, LLC |
Bank of America | 226005706523 | Blue Engine Message & Media, LLC |
Bank of America | 226005692035 | Columbia Campaign Group LLC |
Bank of America | 226005684770 | Crossroads Strategies LLC Operating |
Bank of America | 226005706992 | Forbes Tate Partners LLC |
Bank of America | 226005691544 | JDA Frontline Partners LLC |
Bank of America | 226005797448 | KP Public Affairs LLC |
Bank of America | 2260056962803 | Middle American Project LLC |
Bank of America | 226005725795 | Multistate Associates LLC |
Bank of America | 226005701256 | O’Neill & Partners, LLC (Payroll) |
Bank of America | 226005701243 | O’Neill & Partners LLC |
Bank of America | 2260056843994 | Public Policy Holding Company, Inc. Concentration |
Bank of America | 226005708440 | Seven Letter ONA LLC |
Bank of America | 226005709818 | Alpine Advisors LLC |
3 This account is currently open, but will be closed soon.
4 This account is currently open, but will be closed soon.
SCHEDULE 5.21(c)
MATERIAL CONTRACTS
| | | | | | | | |
| Loan Party | Description of Material Contract | Date of Material Contract |
| | |
| | |
| Public Policy Holding Company, Inc.; KP Public Affairs LLC | KP Public Affairs, LLC, a Delaware limited liability company, purchased the assets of KP Public Affairs LLC, a California limited liability company, pursuant to that certain Asset Purchase Agreement, dated October 1, 2022, by and among KP Public Affairs, LLC, KP Public Affairs LLC, the owners of 100% of the limited liability company membership interests of KP Public Affairs LLC, and the Company | October 1, 2022 |
| | |
| Public Policy Holding Company, Inc.; Forbes Tate Partners LLC | Forbes Tate Partners, LLC, a Delaware limited liability company, purchased the assets of Engage, LLC, a Virginia limited liability company, pursuant to that certain Asset Purchase Agreement, dated November 1, 2022, by and among Forbes Tate Partners, LLC, Engage, LLC, the owners of 100% of the limited liability company membership interests of Engage, LLC, and the Company | November 1, 2022 |
| | |
| Alpine Group Partners, LLC | Lease by and between 500 North Capitol LLC and Alpine Group Inc., as amended, for space in the real property located at 500 North Capitol Street NW, Washington DC | July 8, 2015 |
| | |
| Blue Engine Message & Media, LLC | Office Building Lease by and between WRIT 1140 CT, LLC (now Zircon 1140 Conn Property LLC) and Blue Engine Message & Media, LLC and Bully Pulpit Interactive, LLC, as amended, for space in the real property located at 1140 Connecticut Avenue NW, Washington, DC | June 29, 2012 |
| | |
| Forbes Tate Partners LLC | Deed of Lease between TK Properties, 814 King Street, L.L.C. (now Old Town #1 LLC) and Engage, LLC, as amended, as assigned to Forbes Tate Partners, LLC pursuant to that certain Assignment and Assumption by and among Old Town #1, LLC, Engage, LLC and Forbes Tate Partners, LLC dated November 1, 2022, for space in the real property located at 814 King Street, Alexandria, VA | May 12, 2014 |
| | |
| Forbes Tate Partners LLC | Gross Lease between MEPT 777 6th Street LLC and Forbes Tate Partners LLC for space in the real property located at 777 6th Street NW, Washington DC | June 12, 2015 |
| | | | | | | | |
| Loan Party | Description of Material Contract | Date of Material Contract |
| | |
| KP Public Affairs LLC | 621 Capitol Mall Lease between 621 Capitol Mall, LLC and KP Public Affairs, LLC, as amended, for space in the real property located at 621 Capitol Mall, Sacramento, CA. | August 18, 2017 |
| | |
| O’Neill & Partners, LLC | Lease between JPPF 18 Tremont, LLC and O’Neill & Partners, LLC for space in the real property located at 18 Tremont Street, Boston, MA | October 28, 2020 |
| | |
| Public Policy Holding Company, Inc. | Office Lease between Public Policy Holding Company, LLC and CIM Urban REIT Properties III, LP (now Boyd DC I GSA, LLC), as amended, for space in the real property located at 800 Nort Capitol Street NW, Washington, DC | October 17, 2016 |
| | |
| Public Policy Holding Company, Inc. | Service Agreement between Public Policy Holding Company, Inc. and Box Office for office space and services located at 2200 E Williams Field Rd. Gilbert, AZ | May 27, 2021 |
SCHEDULE 7.01
PERMITTED EXISTING LIENS
The Insurance Financings.
Equipment lease of coffee machine and beverage cooler pursuant to that certain Account Service Agreement, by and between Blue Engine Message & Media LLC and Monumental Vending Inc.
Equipment lease of printer pursuant to that certain Cost Per Copy Agreement, dated June 19, 2018, by and between Blue Engine Message & Media LLC and Xerox Financial Services LLC.
Equipment lease of copier pursuant to that certain Equipment, Software & Services Agreement, dated May 29, 2018, by and between Forbes Tate Partners LLC and Centric Business Systems.
Equipment lease of printer pursuant to that certain Lease Number 25513036, dated July 23, 2019, by and between Forbes Tate Partners LLC and De Lage Landen Financial Services, Inc.
Equipment lease of various office equipment pursuant to that certain Agreement No. 148513, dated July 25, 2020, by and between Forbes Tate Partners LLC and GreatAmerica Financial Services Corporation.
Equipment lease of IT hardware through Silent Quadrant and equipment lease of copier scanners by Alpine Group, Inc.
Equipment lease of Xerox machine by O’Neill & Partners, LLC.
Equipment lease of printer, copier, scanner, and fax pursuant to that certain Lease Agreement, dated October 22, 2018, by and between O’Neill & Associates, LLC and Xerox Financial Services LLC.
SCHEDULE 7.03
PERMITTED EXISTING INVESTMENTS
Term Note, dated December 13, 2021, by and between The Alpine Group, Inc., as Borrower, and the Company, as Lender, connected to a term loan of a maximum borrowing of $750,000, of which $513,000 was actually borrowed.
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of April 30, 2024, is by and among PUBLIC POLICY HOLDING COMPANY, INC., a Delaware corporation (“Company”), ALPINE GROUP PARTNERS, LLC, a Delaware limited liability company, ALPINE ADVISORS LLC, a Delaware limited liability company, BAY STRATEGIES LLC, a Delaware limited liability company, BLUE ENGINE MESSAGE & MEDIA, LLC, a Delaware limited liability company, CFW GROUP LLC, a Delaware limited liability company, COLUMBIA CAMPAIGN GROUP LLC, a Delaware limited liability company, CROSSROADS STRATEGIES, LLC, a Delaware limited liability company, FORBES TATE PARTNERS LLC, a Delaware limited liability company, JDA FRONTLINE PARTNERS, LLC, a Delaware limited liability company, KP PUBLIC AFFAIRS LLC, a Delaware limited liability company, MULTISTATE ASSOCIATES, LLC, a Delaware limited liability company, O’NEILL & PARTNERS, LLC, a Delaware limited liability company, SEVEN LETTER ONA LLC, a Delaware limited liability company, and CONCORDANT LLC, a Delaware limited liability company (together with Company, individually and collectively, the “Existing Borrower”), and LUCAS PUBLIC AFFAIRS, LLC, a Delaware limited liability company (the “New Borrower”, and together with the Existing Borrower, individually and collectively, the “Borrower”); and BANK OF AMERICA, N.A., as the lender (the “Lender”).
The Existing Borrower and the Lender are parties to that certain Credit Agreement dated as of February 28, 2023 (as amended, amended and restated, supplemented, substituted, extended, renewed or otherwise modified from time to time the “Credit Agreement”), and they now desire to, among other things, (i) make a new supplemental term loan to the Borrower in the principal amount of Thirteen Million Dollars ($13,000,000) and (ii) amend certain provisions of the Credit Agreement as provided herein.
Accordingly, for and in consideration of the premises and the mutual covenants contained herein, the receipt and sufficiency of which consideration are hereby mutually acknowledged, the Borrower and the Lender hereby agree as follows:
1. Capitalized Terms. Capitalized terms used in this Amendment which are not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement, as amended by this Amendment.
2. Outstanding Principal Balance of Existing Loans. The Borrower acknowledges that as of the date hereof the outstanding principal balance of the existing Term Loan is Ten Million Two Hundred Eight Thousand Three Hundred Thirty-Three and 29/100 Dollars ($10,208,333.29). Borrower represents and warrants to Lender that the outstanding principal balance of the existing Term Loan and Revolving Loans are due and owing to Lender, without offset or defense of any kind or nature and in the event Borrower has any offsets or defenses thereto, Borrower hereby irrevocably waives all such offsets and defenses.
3. Amendments to the Credit Agreement. As of the date all of the conditions set forth in Section 5 of this Amendment are fully satisfied, the Borrower and the Lender agree that the following provisions of the Credit Agreement are amended as follows:
3.1. Defined Terms.
(a) The following defined terms in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety as follows:
“Applicable Rate” means, for any day, (i) in respect of the Term Facility or the Revolving Facility, as the context may require, Term SOFR plus 2.25% per annum and (ii) in respect of the Supplemental Term Facility Term SOFR plus 2.60% per annum.
“Availability Period” means (a) in respect of the Revolving Facility, the period from and including the Closing Date to the earliest of (i) the Maturity Date for the Revolving Facility, (ii) the date of termination of the Revolving Commitments pursuant to Section 2.07, and (iii) the date of termination of the Commitment of the Lender to make Revolving Loans and L/C Credit Extensions pursuant to Section 8.02, (b) in respect of the Term Facility, the period from, and including the Closing Date to three (3) Business Days following the Closing Date, and (c) in respect of the Supplemental Term Facility, the period from, and including, the First Amendment Closing Date to the earliest of (i) the date that falls one hundred eighty (180) days after the First Amendment Closing Date, (ii) the Maturity Date for the Supplemental Term Facility and (iii) the date of termination of the commitments of the Lender to make Supplemental Term Loans pursuant to Section 8.02.
“Base Rate” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Term SOFR plus one percent (1.00%), subject to the interest rate floors set forth therein; provided, that, if the Base Rate shall be less than 1%, such rate shall be deemed 1% for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.
“Base Rate Loan” means a Revolving Loan, a Term Loan or a Supplemental Term Loan that bears interest based on the Base Rate.
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Lender’s Office is located.
“Commitment” means the Term Commitment, the Supplemental Term Commitment, or the Revolving Commitment, as the context may require.
“Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR or any proposed Successor Rate or Term SOFR, as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the
discretion of the Lender, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Lender determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).
“Facility” means the Term Facility, the Supplemental Term Facility, or the Revolving Facility, as the context may require.
“Interest Payment Date” means, (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, that, if any Interest Period for a Term SOFR Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.
“Interest Period” means, as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one (1), three (3) or six (6) months thereafter, as selected by the Borrower in its Loan Notice, or such other period that is twelve months or less requested by the Borrower and consented to by the Lender (in the case of each requested Interest Period, subject to availability), provided, that:
(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day, unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.
“Loan” means an extension of credit by the Lender to the Borrower under Article II in the form of a Term Loan, a Supplemental Term Loan or a Revolving Loan.
“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Term SOFR Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit B or such other form as may be approved by the Lender (including any form on an electronic platform or electronic transmission system as shall be approved by the Lender), appropriately completed and signed by a Responsible Officer of the Borrower.
“Maturity Date” means (a) with respect to the Revolving Facility, January 31, 2026, (b) with respect to the Term Facility, January 31, 2026, and (c) with respect to the Supplemental Term Facility, April 30, 2028; provided, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
“Outstanding Amount” means (a) with respect to the Term Loan, the Supplemental Term Loans and the Revolving Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of the Term Loan, the Supplemental Term Loans and the Revolving Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of unreimbursed amounts.
“Purchase Agreement” means, individually and collectively, the Closing Date Purchase Agreement and the Project Prince Purchase Agreement, as applicable.
“Purchase Agreement Documents” means the Closing Date Purchase Agreement Documents and the Project Prince Purchase Agreement Documents, as applicable.
“Purchase Agreement Transaction” means individually and collectively, the Closing Date Purchase Agreement Transaction or the Project Prince Purchase Agreement Transaction, as applicable.
“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of the Term Loan, the Supplemental Term Loans or Revolving Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.
“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by the Lender pursuant to Section 2.01(b).
“Seller” means individually or collectively, as the context may require, the Closing Date Seller and the Project Prince Seller.
“SOFR Adjustment” means with respect to Daily Simple SOFR means 0.10% (10 basis points) and with respect to Term SOFR means 0.10% (10 basis points) for any interest period.
“Term Borrowing” means a borrowing consisting of the Term Loan and the simultaneous Supplemental Term Loans of the same Type, and, in the case of Term SOFR Loans, having the same Interest Period made by the Lender pursuant to Section 2.01(a).
“Term SOFR” means:
(a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such
determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest Period; and
(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to such date with a term of one month commencing that day; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such term;
provided that if the Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero the Term SOFR shall be deemed zero for purposes of this Agreement.
“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Term SOFR Loan.
(b) Section 1.01 of the Credit Agreement is hereby amended to add in the appropriate alphabetical order the following definitions:
“CME” means CME Group Benchmark Administration Limited.
“Closing Date Purchase Agreement” means that certain purchase agreement dated March 1, 2023, by and among Closing Date Seller, Multistate and the Company
“Closing Date Purchase Agreement Documents” means collectively the Closing Date Purchase Agreement and any and all other agreements, documents or instruments (together with any and all amendments, modifications, and supplements thereto, restatements thereof, and substitutes therefore) previously, now or hereafter executed and delivered by the Closing Date Seller, Multistate, the Company, or any other Person in connection with the Closing Date Purchase Agreement Transaction.
“Closing Date Purchase Agreement Transaction” means the asset purchase agreement transaction contemplated by the provisions of the Closing Date Purchase Agreement.
“Closing Date Seller” means Multistate Associates, Inc., a New York corporation.
“First Amendment Closing Date” means April 30, 2024.
“Project Prince Purchase Agreement” means that certain asset purchase agreement dated May 1, 2024, by and among Project Prince Seller, Lucas Public Affairs, LLC, the Company and the owners of Project Prince Seller.
“Project Prince Purchase Agreement Documents” means collectively the Project Prince Purchase Agreement and any and all other agreements, documents or instruments (together with any and all amendments, modifications, and supplements thereto, restatements thereof, and substitutes therefore) previously, now or hereafter executed and delivered by the Project Prince Seller, Lucas Public Affairs, LLC, the Company, or any other Person in connection with the Project Prince Purchase Agreement Transaction.
“Project Prince Purchase Agreement Transaction” means the asset purchase agreement transaction contemplated by the provisions of the Project Prince Purchase Agreement.
“Project Prince Seller” means Lucas Public Affairs, a California corporation.
“SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).
“Supplemental Term Commitment” means the Lender’s obligation to make the Supplemental Term Loans to the Borrower pursuant to Section 2.01(a). The Supplemental Term Commitment on the First Amendment Closing Date shall be Thirteen Million Dollars ($13,000,000).
“Supplemental Term Facility” means, (a) at any time during the Availability Period in respect of such Facility, the sum of (i) the aggregate amount of the Supplemental Term Commitment remaining at such time, and (ii) the aggregate principal amount of the Supplemental Term Loans outstanding at such time, and (b) thereafter, the aggregate principal amount of the Supplemental Term Loans outstanding at such time.
“Supplemental Term Loan” means an advance made by the Lender under the Supplemental Term Facility.
“Term SOFR Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.
“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Lender) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Lender from time to time).
“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
(c) Section 1.01 of the Credit Agreement is hereby amended by deleting paragraphs “b” and “e” of the definition of “Permitted Acquisition” and replacing such paragraphs with the following:
(b) any future cash earnout payments in an amount of Two Million Dollars ($2,000,000) or in excess thereof made in connection with any Acquisition by Borrower shall be subject to compliance with paragraph (k) of the definition of Permitted Acquisition;
(e) reserved;
(d) Section 1.01 of the Credit Agreement is hereby amended to remove the following defined terms and their respective definitions: “Borrowing Base”, “Borrowing Base Certificate”, “Borrowing Base Deficiency”, “BSBY”, “BSBY Daily Floating Rate”, “BSBY Rate”, “BSBY Rate Loan”, “BSBY Screen Rate”, “Eligible Receivable” and “Minimum Collateral Coverage”.
3.2. Loans. Section 2.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
2.01 Loans.
(a) Term Borrowing. Subject to the terms and conditions set forth herein, the Lender agrees to make (i) a single Term Loan to the Borrower, in Dollars, on the Closing Date in an amount not to exceed the Term Facility and (ii) Supplemental Term Loans to the Borrower, in Dollars, from time to time, on any Business Day during the Availability Period for the Supplemental Term Facility, in an aggregate amount not to exceed the Supplemental Term Facility. The Term Borrowings shall consist of the Term Loan and the Supplemental Term Loans made by the Lender. Term Borrowings repaid or prepaid may not be reborrowed. The Term Loan and the Supplemental Term Loan may be Base Rate Loans or Term SOFR Loans, as further provided herein; provided, however, any Term Borrowing made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as a Base Rate Loan unless the Borrower delivers a Loan Notice not less than three (3) Business Days prior to the date of such Term Borrowing.
(b) Revolving Borrowings. Subject to the terms and conditions set forth herein, the Lender agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower, in Dollars, from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of the Revolving Commitment; provided, however, that after giving effect to any Revolving Borrowing, the Total Revolving Outstandings shall not exceed the Revolving Commitment. Within the limits of the Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow Revolving Loans, prepay under Section 2.06, and reborrow under this Section 2.01(b). Revolving Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein; provided, however, that any Revolving Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a Loan Notice not less than three (3) Business Days prior to the date of such Revolving Borrowing.
3.3. Borrowings, Conversions and Continuations of Loans. Section 2.02 of the Credit Agreement is hereby amended and restated in its entirety as follows:
2.02 Borrowings, Conversions and Continuations of Loans.
(a) Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Lender, which may be given by (A) telephone or (B) a Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Lender of a Loan Notice. Each such Loan Notice must be received by the Lender not later than 11:00 a.m. (i) two (2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be, unless otherwise agreed by Lender, in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the
entire principal thereof then outstanding). Except as provided in Sections 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be, unless otherwise agreed by Lender, in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each Loan Notice and each telephonic notice shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Term SOFR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.
(b) Advances. Following receipt of a Loan Notice for a Facility, upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Lender shall make the requested funds available to the Borrower either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Lender by the Borrower; provided, however, that, if, on the date a Loan Notice with respect to a Revolving Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.
(c) Term SOFR Loans. Except as otherwise provided herein, a Term SOFR Loan may be continued or converted only on the last day of an Interest Period for such Term SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term SOFR Loans without the consent of the Lender, and the Lender may demand that any or all of the outstanding Term SOFR Loans be converted immediately to Base Rate Loans.
(d) Interest Rates. Each determination of an interest rate by the Lender pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower in the absence of manifest error.
(e) Interest Periods. After giving effect to the Term Borrowing, conversion of the Term Loan or Supplemental Term Loan from one Type to the other, and all continuations of the Term Loan or Supplemental Term Loan as the same Type, there shall not be more than three (3) Interest Periods in effect in respect of the Term Facility or Supplemental Term Facility. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of
Revolving Loans as the same Type, there shall not be more than three (3) Interest Periods in effect in respect of the Revolving Facility.
(f) Conforming Changes. With respect to SOFR or Term SOFR, the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Lender shall post each such amendment implementing such Conforming Changes to the Borrower reasonably promptly after such amendment becomes effective.
3.4. Borrowing Base. Section 2.03 of the Credit Agreement is hereby amended and restated in its entirety as follows:
2.03 Reserved.
3.5. Prepayment. Section 2.06 of the Credit Agreement is hereby amended and restated in its entirety as follows:
2.06 Prepayments.
(a) Optional. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loan, Supplemental Term Loan and Revolving Loans in whole or in part without premium or penalty. Each prepayment of the outstanding Term Loan or Supplemental Term Loans pursuant to this Section 2.06(a) shall be applied to the principal repayment installments thereof in inverse order of maturity.
(b) Mandatory.
(i) Reserved.
(ii) Prepayments of the Revolving Facility made pursuant to this Section 2.06(b), first, shall be applied ratably to the L/C Borrowings, second, shall be applied to the outstanding Revolving Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Facility required pursuant to this Section 2.06(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, Cash Collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in this Section 2.06(b). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party that has provided Cash Collateral) to reimburse the Lender.
(iii) Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.06(b) shall be applied first (1st) to Base Rate Loans and then to Term SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.06(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.
(iv) Extraordinary Receipts. Within ten (10) Business Days of receipt by the Borrower or any Subsidiary of any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in this Section 2.06(b), the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate principal amount equal to no more than Three Hundred Thousand Dollars ($300,000) of all cash proceeds received therefrom.
3.6. Repayment of Loans. Section 2.07(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(a) (i) Term Loan. The Borrower shall repay to the Lender the principal amount of the Term Loan, unless accelerated sooner pursuant to Section 8.02, in equal monthly installments of principal each in the amount of Two Hundred Ninety-One Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($291,666.67), commencing March 28, 2023, and on the same day of each month thereafter, plus interest on the Term Loan, until the Maturity Date for the Term Facility. Provided, however, that, (i) the final principal repayment installment of the Term Loan shall be repaid on the Maturity Date for the Term Facility and in any event shall be in an amount equal to the outstanding aggregate principal amount of the Term Loan, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on the Term SOFR Loan) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on the Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.
(ii) Supplemental Term Loans. The Borrower shall repay to the Lender the principal amount of the Supplemental Term Loans, unless accelerated sooner pursuant to Section 8.02, as follows (1) commencing May 1, 2024, and on the same day of each month thereafter during the Availability Period, monthly payments of interest on the Supplemental Term Loan, and (2) commencing November 1, 2024, and on the same day of each month thereafter, in forty-two (42) equal monthly installments of principal each in the amount of 1.25% of the unpaid principal balance of the Supplemental Term Loan as of October 31, 2024, plus interest on the Supplemental Term Loan, until the Maturity Date for the Supplemental Term Facility. Provided, however, that, (i) the final principal repayment installment of the Supplemental Term Loan shall be repaid on the Maturity Date for the Supplemental Term Facility and in any event shall be in an amount equal to the outstanding aggregate principal amount of the Supplemental Term Loan, (ii) if any
principal repayment installment to be made by the Borrower (other than principal repayment installments on the Term SOFR Loan) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on the Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.
3.7. Interest. Section 2.08(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(a) Interest. Subject to the provisions of Section 2.07(b), (i) each Term SOFR Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable Borrowing date at a rate per annum equal to the Applicable Rate for such Facility for such Interest Period; and (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate for such Facility. To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.
3.8. Fees. Section 2.09 of the Credit Agreement is hereby amended and restated in its entirety as follows:
2.09. Fees. In addition to certain fees described in subsection (l) of Section 2.04, the Borrower shall pay to the Lender:
(i) a nonrefundable upfront fee on the Closing Date of $42,500,
(ii) a nonrefundable upfront fee on the First Amendment Closing Date of $26,000, and
(iii) a nonrefundable fee in an amount equal to a rate per annum equal to 0.20% (calculated on the basis of actual number of days elapsed in a 365 day year) times the average daily amount by which the Supplemental Term Commitment exceeds the Outstanding Amount of the Supplemental Term Loans during the Availability Period, which fee shall accrue during the relevant Availability Period and shall be due and payable on the last day of the Availability Period for the Supplemental Term Facility.
3.9. Computation of Interest and Fees. Section 2.10 of the Credit Agreement is hereby amended and restated in its entirety as follows:
2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Term SOFR) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365 day year). Interest shall accrue on each
Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11, bear interest for one (1) day. Each determination by the Lender of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
3.10. Illegality. Section 3.02 of the Credit Agreement is hereby amended and restated in its entirety as follows:
3.02 Illegality. If the Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Lender or the Lender’s Office to make, maintain or fund or charge interest with respect to any Credit Extension, or to determine or charge interest rates based upon SOFR or Term SOFR, then, upon notice thereof by the Lender to the Borrower, (a) any obligation of the Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended, and (b) if such notice asserts the illegality of the Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of the Lender shall, if necessary to avoid such illegality, be determined by the Lender without reference to the Term SOFR component of the Base Rate, in each case until the Lender notifies the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from the Lender, prepay or, if applicable, convert all Term SOFR Loans to Base Rate Loans (the interest rate on which Base Rate Loans of the Lender shall, if necessary to avoid such illegality, be determined by the Lender without reference to the Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if the Lender may lawfully continue to maintain such Term SOFR Loan to such day, or immediately, if the Lender may not lawfully continue to maintain such Term SOFR Loan and (ii) if such notice asserts the illegality of the Lender determining or charging interest rates based upon SOFR, the Lender shall during the period of such suspension compute the Base Rate applicable to the Lender without reference to the Term SOFR component thereof until the Borrower is advised in writing by the Lender that it is no longer illegal for the Lender to determine or charge interest rates based upon SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05.
3.11. Inability to Determine Rates. Section 3.03 of the Credit Agreement is hereby amended and restated in its entirety as follows:
3.03 Inability to Determine Rates.
(a) If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a to or continuation of any of such Loans, as applicable, (i) the Lender determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under clause (i) of Section 3.03(b) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with
respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Lender determines that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to the Lender of funding such Loan, the Lender will promptly so notify the Borrower. Thereafter, (x) the obligation of the Lender to make or maintain Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Lender revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a Borrowing of, or conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein and (ii) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period.
(b) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Lender determines (which determination shall be conclusive absent manifest error), or the Borrower notifies the Lender that the Borrower has determined, that:
(i) (i) adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii) (ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Lender or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Lender, that will continue to provide such representative interest periods of Term SOFR after such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”);
then, on a date and time determined by the Lender (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with, Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Lender, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”).
If the Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a monthly basis.
Notwithstanding anything to the contrary herein, (i) if the Lender determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date or (ii) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then in each case, the Lender and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated bilateral credit facilities executed in the United States for such alternative benchmark and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated bilateral credit facilities executed in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate.
The Lender will promptly (in one or more notices) notify the Borrower of the implementation of any Successor Rate.
Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Lender, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Lender.
Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than 0%, the Successor Rate will be deemed to be 0% for the purposes of this Agreement and the other Loan Documents.
In connection with the implementation of a Successor Rate, the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Lender shall provide each such amendment implementing such Conforming Changes to the Borrower reasonably promptly after such amendment becomes effective.
3.12. Increased Costs Generally. Section 3.04(a)(iii) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(iii) impose on the Lender any other condition, cost or expense affecting this Agreement or Term SOFR Loans made by the Lender or any Letter of Credit;
3.13. Borrowing Base Certificate. Section 5.05(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(d) Reserved.
3.14. Financial Statements. Section 6.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
6.01 Financial Statements.
Deliver to the Lender, in form and detail satisfactory to the Lender:
(a) Audited Financial Statements. As soon as available, but in any event within one hundred fifty (150) days after the end of each fiscal year of the Loan Parties (commencing with the fiscal year ended December 31, 2022), a Consolidated balance sheet of the Loan Parties as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in Shareholders’ Equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of MNBLUM LLC or an independent certified public accountant of nationally recognized standing reasonably acceptable to the Lender, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.
(b) Quarterly Financial Statements. As soon as available, but in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Loan Parties, a Consolidated balance sheet of the Loan Parties as at the end of such fiscal quarter, and the related Consolidated statements of income or operations, changes in Shareholders’ Equity and cash flows for such fiscal quarter and for the portion of the Loan Parties’ fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of the Company as fairly presenting the financial condition, results of operations, Shareholders’ Equity and cash flows of each Loan Party, subject only to normal year-end audit adjustments and the absence of footnotes.
As to any information contained in materials furnished pursuant to Section 6.02(f), each Loan Party shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of each Loan Party to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein.
3.15. Use of Proceeds. Section 6.11 of the Credit Agreement is hereby amended and restated in its entirety as follows:
6.11 Use of Proceeds.
Use the proceeds of the Credit Extensions for general corporate purposes and for the Purchase Agreement Transaction and the other Permitted Acquisitions not in contravention of any Law or of any Loan Document.
3.16. Financial Covenants. Section 7.12 of the Credit Agreement is hereby amended and restated in its entirety as follows:
7.12 Financial Covenants.
(a) Total Leverage Ratio. Permit the Total Leverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Company to be greater than 2:50 to 1.00.
(b) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of each Loan Party set forth below to be less than the 1.25 to 1.00.
(c) Equity Partner Departures. Permit, in any fiscal quarter, the total number of Equity Partners of Borrower, taken as a whole to, to decline by more than 15% from the total number of Equity Partners as of the immediately preceding fiscal quarter other than any declines resulting from the departures of any Equity Partners by reason of death, disability or permanent retirement.
4. Representations and Warranties. Each Borrower hereby represents and warrants to the Lender that:
4.1. Each Borrower is in compliance with all of the terms, covenants and conditions of the Credit Agreement, and all of the terms, covenants and conditions of each of the other Loan Documents to which it is a party.
4.2. There exists no Event of Default and no event has occurred, or condition exists which, with the giving of notice or lapse of time, or both, would constitute an Event of Default.
4.3. After giving effect to this Amendment, the representations and warranties contained in the Credit Agreement are, except to the extent that they relate solely to an earlier date, true with the same effect as though such representations and warranties had been made on the date hereof.
4.4. Each Borrower has full requisite power and authority to execute and deliver this Amendment, to perform its obligations under the Credit Agreement and to incur the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary corporate or limited liability company action. No consent or approval of the shareholders or members of each Borrower which has not been obtained and no consent or approval of, notice to or filing with, any public authority which has not been obtained or made is required as a condition to the validity of this Amendment.
4.5. This Amendment and the Credit Agreement constitute the valid and legally binding obligations of the Borrower, enforceable in accordance with their respective terms, except as the enforceability hereof or thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
4.6. There is no existing mortgage, lease, indenture, contract or other agreement binding on the Borrower or affecting their property, that would conflict with or in any way prevent the execution or delivery of this Amendment or the carrying out of the terms of the Credit Agreement.
5. Conditions. The effectiveness of this Amendment is subject to the following conditions precedent:
5.1. Amendment. The Borrower and the Lender shall have executed and delivered one or more counterparts of this Amendment.
5.2. Consent and Reaffirmation of Grantor. The Borrower shall have executed and delivered to the Lender the Consent and Reaffirmation of Grantor attached hereto.
5.3. Joinder. The Existing Borrower and the New Borrower shall have executed and delivered the Joinder Agreement dated as of the date hereof and have performed all of the obligations thereunder.
5.4. Officer’s Certificate. The Lender shall have received Officer’s Certificates dated as of the date hereof, certifying as to the Organization Documents of each Borrower (or, with respect to the Existing Borrowers, the amendments, if any, to the Organizational Documents delivered to the Lender on the Closing Date) (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Borrower, the good standing, existence or its equivalent of each Borrower and of the incumbency (including specimen signatures) of the Responsible Officers of each Borrower.
5.5. Solvency Certificate. The Lender shall have received a Solvency Certificate signed by a Responsible Officer of the Company as to the financial condition, solvency and related matters of Borrower and its Subsidiaries, after giving effect to the transactions contemplated hereby.
5.6. Financial Condition Certificate. The Lender shall have received, in form and substance satisfactory to the Lender, a certificate or certificates executed by a Responsible Officer of Borrower as of the date hereof, as to certain financial matters.
5.7. KYC Information. Upon the request of the Lender, (a) the Borrower shall have provided to the Lender, and the Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and (b) if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall have delivered Beneficial Ownership Certifications to the Lender. For purposes hereof: (i) “Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, and (ii) “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
5.8. Payment of Fees. Borrower shall pay to the Lender the fees and expenses set forth in Section 8 of this Amendment.
5.9. Other Conditions. The Lender shall have received any and all other certificates, statements, opinions and other documents required by the terms of this Amendment or otherwise requested by the Lender.
6. No Other Amendments; Reaffirmation; No Novation; No Waiver; Reservation of Rights and Release.
6.1. Except as expressly amended hereby, the terms of the Credit Agreement shall remain in full force and effect in all respects, and each Borrower hereby reaffirms its obligations under the Credit Agreement and under each of the other Loan Documents to which it is a party. Each
Borrower acknowledges and agrees that (a) the execution and delivery of this Amendment and consummation of the transactions contemplated hereby do not reduce, discharge, release, impair or otherwise limit any such Borrower’s obligations under the Credit Agreement or any of the other Loan Documents to which it is a party, (b) no Borrower has any offset, counterclaim or defense of any kind to its obligations, covenants or agreements under the Credit Agreement or any of the other Loan Documents to which it is a party, (c) nothing contained in this Amendment shall be deemed to constitute a waiver or release by the Lender of any default or Event of Default that may now or hereafter exist under the Credit Agreement or any of the other Loan Documents, or of the Lender’s right to exercise any and all of its rights and remedies thereunder, all of which rights and remedies are hereby reserved by the Lender, and (d) nothing contained in this Amendment shall be construed to constitute a novation with respect to the indebtedness described in the Credit Agreement and the other Loan Documents.
6.2. Each Borrower, for itself and for its successors and assigns, hereby releases and forever discharges the Lender and the Lender’s, respective predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives and affiliates (collectively, the “Lender Group”), from any and all presently existing claims, demands, damages, liabilities, actions and/or causes of action of any nature whatsoever, including, without limitation, all claims, demands and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which any Borrower may have or claim to have against any of the Lender Group arising out of facts or events in any way related to the Credit Agreement, any of the other Loan Documents, or the transactions contemplated thereby or hereby that exist on the date hereof or arise from facts or actions occurring prior hereto or on the date hereof.
6.3. Without limiting the generality of the foregoing or the Security Agreement, each Borrower hereby acknowledges and agrees that (i) the security interests and liens granted under the Security Agreement secure the Borrower’s indebtedness, obligations and liabilities under the Credit Agreement, as amended by this Amendment and the other Loan Documents (as each of such Loan Documents may have been affected by this Amendment), (ii) this Amendment does not release, impair or otherwise limit any of its obligations under the Security Agreement, (iii) the Security Agreement remains in full force and effect in all respects, and (iv) all references in the Security Agreement to the “Credit Agreement” shall be deemed references to the Credit Agreement as amended by this Amendment.
7. References. All references in the Credit Agreement to “this Agreement,” “herein,” “hereunder” or other words of similar import, and all references to the “Credit Agreement” or similar words in the other Loan Documents, or any other document or instrument that refers to the Credit Agreement, shall be deemed to be references to the Credit Agreement as amended by this Amendment.
8. Fees and Expenses. In consideration of Lender’s agreement to amend the terms of the Credit Agreement, the Borrower hereby agrees that it will pay all reasonable out-of-pocket expenses incurred by the Lender in connection with the preparation of this Amendment and the consummation of the transactions described herein, including, without limitation, the reasonable attorneys’ fees and expenses of the Lender.
9. Applicable Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York, without reference to conflicts of law principles.
10. Counterparts; Electronic Delivery. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument. Delivery by any party to this Amendment of its signatures hereon through facsimile or other electronic image file (including .pdf) (i) may be relied upon as if this Amendment were physically delivered with an original hand-written signature of such party, and (ii) shall be binding on such party for all purposes.
11. Successors. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
12. FINAL AGREEMENT. BY SIGNING THIS AMENDMENT, EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN OR AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS AMENDMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES, AND (D) THIS AMENDMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.
[Signatures begin on following page]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under seal, all as of the day and year first above written.
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BORROWER: | PUBLIC POLICY HOLDING COMPANY, INC. |
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| By: | /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
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| ALPINE GROUP PARTNERS, LLC | | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| ALPINE ADVISORS LLC | | |
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| By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| BAY STRATEGIES LLC | | |
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| By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
Signature Page to First Amendment to Credit Agreement
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| BLUE ENGINE MESSAGE & MEDIA, LLC |
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| By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| CFW GROUP LLC | | |
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| By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| COLUMBIA CAMPAIGN GROUP LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| CROSSROADS STRATEGIES, LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
Signature Page to First Amendment to Credit Agreement
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| FORBES TATE PARTNERS LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| JDA FRONTLINE PARTNERS, LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| KP PUBLIC AFFAIRS LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| MULTISTATE ASSOCIATES, LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
Signature Page to First Amendment to Credit Agreement
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| O'NEILL & PARTNERS, LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| SEVEN LETTER ONA LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| CONCORDANT LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| LUCAS PUBLIC AFFAIRS, LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
Signature Pages Continue
Signature Page to First Amendment to Credit Agreement
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| BANK OF AMERICA, N.A., as Lender |
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| By: | /s/ Holver Rivera | |
| Name: Holver Rivera | |
| Title: Senior Vice President | |
Signature Page to First Amendment to Credit Agreement
CONSENT AND REAFFIRMATION OF GRANTOR
Capitalized terms used herein shall have the meanings specified in the foregoing Amendment. Pursuant to that certain Security and Pledge Agreement dated as of February 28, 2023 (the “Security Agreement”) the undersigned (“Grantor”) granted to Lender a continuing security interest in the Collateral to secure the Borrower’s obligations under the Credit Agreement. Grantor hereby consents and agrees to the terms of the Amendment, and, without limiting the generality of the terms of the Security Agreement and each other Collateral Document and/or any agreement under which it has granted to the Lender a lien or security interest in any of its real or personal property (collectively, the “Supporting Documents”), acknowledges and agrees that (i) the Supporting Documents cover and apply to the Borrower’s obligations under the Credit Agreement, as amended by the Amendment, (ii) each reference in the Supporting Documents to the “Credit Agreement” shall be deemed to be a reference to the Credit Agreement as amended by the Amendment, (iii) the Amendment does not release, impair or otherwise limit any of Grantor’s obligations under the Supporting Documents, (iv) Grantor does not have any offset, counterclaim or defense of any kind to its obligations, covenants or agreements under the Supporting Documents, all of which obligations, covenants and agreements are hereby expressly reaffirmed, and (v) the Supporting Documents remain in full force and effect in all respects. Although each has been informed of the terms of the Amendment, it understands and agrees that the Lender has no duty to so notify it or any other grantor now or in the future, or to seek this or any future acknowledgment, consent or reaffirmation, and nothing contained herein shall create or imply any such duty as to any transactions, past or future.
Grantor, for itself and for its successors and assigns, hereby releases and forever discharges the Lender and the Lender’s, respective predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives and affiliates (collectively, the “Lender Group”), from any and all presently existing claims, demands, damages, liabilities, actions and/or causes of action of any nature whatsoever, including, without limitation, all claims, demands and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which Grantor may have or claim to have against any of the Lender Group arising out of facts or events in any way related to the Supporting Documents, the Credit Agreement or the transactions contemplated thereby that exist on the date hereof or arise from facts or actions occurring prior hereto or on the date hereof.
[Signatures begin on following page]
Grantor has duly executed this Consent and Reaffirmation of Grantor under seal, all as of the day and year first written in the foregoing Amendment.
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GRANTOR: | PUBLIC POLICY HOLDING COMPANY, INC. |
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| By: | /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
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| ALPINE GROUP PARTNERS, LLC | | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| ALPINE ADVISORS LLC | | |
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| By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| BAY STRATEGIES LLC | | |
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| By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
Signature Page to Consent and Reaffirmation of Grantor
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| BLUE ENGINE MESSAGE & MEDIA, LLC |
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| By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| CFW GROUP LLC | | |
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| By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| COLUMBIA CAMPAIGN GROUP LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| CROSSROADS STRATEGIES, LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
Signature Page to Consent and Reaffirmation of Grantors
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| FORBES TATE PARTNERS LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| JDA FRONTLINE PARTNERS, LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| KP PUBLIC AFFAIRS LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| MULTISTATE ASSOCIATES, LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
Signature Page to Consent and Reaffirmation of Grantors
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| O'NEILL & PARTNERS, LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| SEVEN LETTER ONA LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| CONCORDANT LLC | |
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| | By: Public Policy Holding Company, Inc., its General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
Signature Page to Consent and Reaffirmation of Grantors
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of June 6, 2024, is by and among PUBLIC POLICY HOLDING COMPANY, INC., a Delaware corporation (“Company”), ALPINE GROUP PARTNERS, LLC, a Delaware limited liability company, ALPINE ADVISORS LLC, a Delaware limited liability company, BAY STRATEGIES LLC, a Delaware limited liability company, BLUE ENGINE MESSAGE & MEDIA, LLC, a Delaware limited liability company, CFW GROUP LLC, a Delaware limited liability company, COLUMBIA CAMPAIGN GROUP LLC, a Delaware limited liability company, CROSSROADS STRATEGIES, LLC, a Delaware limited liability company, FORBES TATE PARTNERS LLC, a Delaware limited liability company, JDA FRONTLINE PARTNERS, LLC, a Delaware limited liability company, KP PUBLIC AFFAIRS LLC, a Delaware limited liability company, MULTISTATE ASSOCIATES, LLC, a Delaware limited liability company, O’NEILL & PARTNERS, LLC, a Delaware limited liability company, SEVEN LETTER ONA LLC, a Delaware limited liability company, CONCORDANT LLC, a Delaware limited liability company, and LUCAS PUBLIC AFFAIRS, LLC, a Delaware limited liability company (together with Company, individually and collectively, the “Existing Borrower”), PPHC INTERNATIONAL US, LLC, a Delaware limited liability company (the “New Borrower”, and together with the Existing Borrower, individually and collectively, the “Borrower”), PPHC INTERNATIONAL LTD, a limited company incorporated under the laws of England and Wales, and PAGEFIELD COMMUNICATIONS LIMITED, a limited company incorporated under the laws of England and Wales (individually and collectively, the “Guarantor”, and together with the Borrower, each a “Loan Party”, and collectively, the “Loan Parties”); and BANK OF AMERICA, N.A., as the lender (the “Lender”).
The Existing Borrower and the Lender are parties to that certain Credit Agreement dated as of February 28, 2023 (as amended, amended and restated, supplemented, substituted, extended, renewed or otherwise modified from time to time the “Credit Agreement”), and they now desire to, among other things, (i) increase the Supplemental Term Facility to an aggregate principal amount equal to Twenty-Five Million Dollars ($25,000,000) and (ii) amend certain provisions of the Credit Agreement as provided herein.
Accordingly, for and in consideration of the premises and the mutual covenants contained herein, the receipt and sufficiency of which consideration are hereby mutually acknowledged, the Loan Parties and the Lender hereby agree as follows:
1. Capitalized Terms. Capitalized terms used in this Amendment which are not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement, as amended by this Amendment.
2. Supplemental Term Commitment. Notwithstanding anything in the Credit Agreement to the contrary, Borrower acknowledges and agrees that as of the First Amendment Closing Date, the Supplemental Term Commitment was in the principal amount equal to Six Million Dollars ($6,000,000), and immediately after giving effect to this Amendment, the Supplemental Term Commitment shall be in the principal amount equal to Nineteen Million Dollars ($19,000,000).
3. Outstanding Principal Balance of Loans. The Borrower acknowledges that as of the date hereof (x) the outstanding principal balance of (a) the Term Loan is Nine Million Six Hundred Twenty-Four Thousand Nine Hundred Ninety-Nine And 95/100 Dollars ($9,624,999.95), and (b) the Supplemental Term Loan is Six Million Dollars ($6,000,000), and (y) the outstanding amount of L/C Obligations under the Revolving Loans are Five Hundred Sixty-Five Thousand Seven Hundred Sixty-Three and 17/100 Dollars ($565,763.17). Borrower represents and warrants to Lender that the outstanding principal balance
of the Term Loan, the Supplemental Term Loan and the Revolving Loans are due and owing to Lender, without offset or defense of any kind or nature and in the event Borrower has any offsets or defenses thereto, Borrower hereby irrevocably waives all such offsets and defenses.
4. Amendments to the Credit Agreement. As of the date all of the conditions set forth in Section 5 of this Amendment are fully satisfied, the Loan Parties and the Lender agree that the following provisions of the Credit Agreement are amended as follows:
4.1. Defined Terms.
(a) The following defined terms in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety as follows:
“Availability Period” means (a) in respect of the Revolving Facility, the period from and including the Closing Date to the earliest of (i) the Maturity Date for the Revolving Facility, (ii) the date of termination of the Revolving Commitments pursuant to Section 2.07, and (iii) the date of termination of the Commitment of the Lender to make Revolving Loans and L/C Credit Extensions pursuant to Section 8.02, (b) in respect of the Term Facility, the period from, and including the Closing Date to three (3) Business Days following the Closing Date, and (c) in respect of the Supplemental Term Facility, (i) the period from, and including the First Amendment Closing Date to three (3) Business Days following the First Amendment Closing Date, and (ii) the period from, and including the Second Amendment Closing Date to three (3) Business Days following the Second Amendment Closing Date.
“Purchase Agreement” means, individually and collectively, the Closing Date Purchase Agreement, the Project Prince Purchase Agreement, and the Project Hermes Purchase Agreement, as applicable.
“Purchase Agreement Documents” means the Closing Date Purchase Agreement Documents, the Project Prince Purchase Agreement Documents, and the Project Hermes Purchase Agreement Documents, as applicable.
“Purchase Agreement Transaction” means individually and collectively, the Closing Date Purchase Agreement Transaction, the Project Prince Purchase Agreement Transaction, or the Project Hermes Purchase Agreement Transaction, as applicable.
“Seller” means individually or collectively, as the context may require, the Closing Date Seller, the Project Prince Seller and the Project Hermes Seller.
“Supplemental Term Commitment” means the Lender’s obligation to make the Supplemental Term Loans to the Borrower pursuant to Section 2.01(a). The Supplemental Term Commitment on the Second Amendment Closing Date shall be Nineteen Million Dollars ($19,000,000).
(b) Section 1.01 of the Credit Agreement is hereby amended to add in the appropriate alphabetical order the following definitions:
“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of the kind described in clauses (a) through (g) of the definition thereof or other obligation payable or performable by another Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of the kind described in clauses (a) through (g) of the definition thereof or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed or expressly undertaken by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.
“Guaranteed Obligations” has the meaning set forth in Section 9.01.
“Guarantors” means, collectively, (a) PPHC International Ltd, Pagefield Communications Limited and certain Subsidiaries of the Borrower as are or may from time to time become parties to this Agreement pursuant to Section 6.17, and (b) with respect to Additional Secured Obligations owing by any Loan Party or any of its Subsidiaries and any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 9.01 and 9.11) under the Guaranty, the Borrower.
“Guaranty” means, collectively, the Guarantee made by the Guarantors under Article IX in favor of the Lender, together with each other guaranty delivered pursuant to Section 6.17.
“Loan Documents” means, collectively, (a) this Agreement, (b) the Guaranty, (c) the Collateral Documents, (d) each Joinder Agreement, (e) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.12, and (d) all other certificates, agreements, documents and instruments executed and delivered, in each case, by or on behalf of any Loan Party pursuant to the foregoing (but specifically excluding any Secured Hedge Agreement or any Secured Cash Management Agreement) and any amendments, modifications or supplements thereto or to any other Loan Document or waivers hereof or to any other Loan Document; provided, that, “Loan Documents” shall mean any of the foregoing that is signed by any Loan Party and the Lender.
“Loan Parties” means, collectively each of the Borrower and Guarantors now or hereafter a party to this Agreement.
“Project Hermes Purchase Agreement” means that certain share purchase agreement dated June 7, 2024, by and among PPHC International Ltd, and the Company and the owners of the Project Hermes Seller.
“Project Hermes Purchase Agreement Documents” means collectively the Project Hermes Purchase Agreement and any and all other agreements, documents or instruments (together with any and all amendments, modifications, and supplements thereto, restatements thereof, and substitutes therefore) previously, now or hereafter executed and delivered by the Project Hermes Seller, PPHC International Ltd, the Company, or any other Person in connection with the Project Hermes Purchase Agreement Transaction.
“Project Hermes Purchase Agreement Transaction” means the share purchase agreement transaction contemplated by the provisions of the Project Hermes Purchase Agreement.
“Project Hermes Seller” means Pagefield Communications Limited.
“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
“Second Amendment Closing Date” means June 6, 2024.
“Specified Loan Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 9.11).
4.2. Term Loans. Section 2.01(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(a) Term Borrowing. Subject to the terms and conditions set forth herein, the Lender agrees to make (i) a single Term Loan to the Borrower, in Dollars, on the Closing Date in an amount not to exceed the Term Facility and (ii) Supplemental Term Loans to the Borrower, in Dollars, on (1) the First Amendment Closing Date, and (2) the Second Amendment Closing Date, in an aggregate amount not to exceed the Supplemental Term Facility. The Term Borrowings shall consist of the Term Loan and the Supplemental Term Loans made by the Lender. Term Borrowings repaid or prepaid may not be reborrowed. The Term Loan and the Supplemental Term Loan may be Base Rate Loans or Term SOFR Loans, as further provided herein; provided, however, any Term Borrowing made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as a Base Rate Loan unless the Borrower delivers a Loan Notice not less than three (3) Business Days prior to the date of such Term Borrowing.
4.3. Repayment of Loans. Section 2.07(a)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(ii) Supplemental Term Loans. The Borrower shall repay to the Lender the principal amount of the Supplemental Term Loans, unless accelerated sooner pursuant to Section 8.02, as follows (1) commencing May 1, 2024, and on the same day of each
month thereafter through October 31, 2024, monthly payments of interest on the Supplemental Term Loans, and (2) commencing November 1, 2024, and on the same day of each month thereafter, in forty-two (42) equal monthly installments of principal each in the amount of 1.25% of the unpaid principal balance of the Supplemental Term Loans as of October 31, 2024, plus interest on the Supplemental Term Loans, until the Maturity Date for the Supplemental Term Facility. Provided, however, that, (i) the final principal repayment installment of the Supplemental Term Loan shall be repaid on the Maturity Date for the Supplemental Term Facility and in any event shall be in an amount equal to the outstanding aggregate principal amount of the Supplemental Term Loan, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on the Term SOFR Loan) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on the Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.
4.4. Fees. Section 2.09 of the Credit Agreement is hereby amended and restated in its entirety as follows:
2.09. Fees. In addition to certain fees described in subsection (l) of Section 2.04, the Borrower shall pay to the Lender:
(i) a nonrefundable upfront fee on the Closing Date of $42,500,
(ii) a nonrefundable upfront fee on the First Amendment Closing Date of $26,000, and
(iii) (ii) a nonrefundable upfront fee on the Second Amendment Closing Date of $24,000.
4.5. Covenant to Guarantee Obligations. ARTICLE VI of the Credit Agreement is hereby amended by adding a new Section 6.17 immediately after Section 6.16 as follows:
6.17. Covenant to Guarantee Obligations.
The Loan Parties will cause their Subsidiaries whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Lender in its reasonable discretion)) (i) become a Guarantor hereunder by way of execution of a Joinder Agreement or (ii) become a co-borrower pursuant to paragraph (f) of the definition of “Permitted Acquisitions”; provided, that, in each case, no Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower. In connection therewith, the Loan Parties shall give notice to the Lender not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed to by the Lender in its reasonable discretion), or acquiring the Equity Interests of any other Person. In connection with the foregoing, the Loan Parties shall deliver to the Lender, with respect
to each new Guarantor or co-Borrower to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b) – (e) and such other documents or agreements as the Lender may reasonably request, including without limitation, updated Schedules to this Agreement.
4.6. Continuing Guaranty. ARTICLE IX of the Credit Agreement is hereby amended and restated in its entirety as follows:
ARTICLE IX
CONTINUING GUARANTY.
9.01 Guaranty.
Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided, that, (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other Applicable Law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Lender’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.
9.02 Rights of Lender.
Each Guarantor consents and agrees that the Lender may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Secured Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Secured Obligations; (c) apply such security and direct the order or manner of sale thereof as the Lender in its sole discretion may determine; and (d) release or substitute one or more of
any endorsers or other guarantors of any of the Secured Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.
9.03 Certain Waivers.
Each Guarantor waives: (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Lender whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Lender; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.
9.04 Obligations Independent.
The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.
9.05 Subrogation.
No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Secured Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and the Commitments and the Facilities are terminated. If any amounts are paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Lender and shall forthwith be paid to the Lender to reduce the amount of the Secured Obligations, whether matured or unmatured.
9.06 Termination; Reinstatement.
This Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect
or be revived, as the case may be, if any payment by or on behalf of the Borrower or a Guarantor is made, or any of the Lender exercises its right of setoff, in respect of the Secured Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Lender is in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this Section 9.06 shall survive termination of this Guaranty.
9.07 Stay of Acceleration.
If acceleration of the time for payment of any of the Secured Obligations is stayed, in connection with any case commenced by or against a Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly and severally, immediately upon demand by the Lender.
9.08 Condition of Borrower.
Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and the Lender has no any duty, and such Guarantor is not relying on the Lender at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Lender to disclose such information and any defense relating to the failure to provide the same).
9.09 Appointment of Company.
Each of the Loan Parties hereby appoints the Company to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that: (a) the Company may execute such documents and provide such authorizations on behalf of such Loan Parties as the Company deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf; (b) any notice or communication delivered by the Lender to the Company shall be deemed delivered to each Loan Party; and (c) the Lender may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Company on behalf of each of the Loan Parties.
9.10 Right of Contribution.
The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under Applicable Law.
9.11 Keepwell.
Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article IX voidable under Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.11 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 9.11 to constitute, and this Section 9.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.
5. Representations and Warranties. Each Loan Party hereby represents and warrants to the Lender that:
5.1. Each Loan Party is in compliance with all of the terms, covenants and conditions of the Credit Agreement, and all of the terms, covenants and conditions of each of the other Loan Documents to which it is a party.
5.2. There exists no Event of Default and no event has occurred, or condition exists which, with the giving of notice or lapse of time, or both, would constitute an Event of Default.
5.3. After giving effect to this Amendment, the representations and warranties contained in the Credit Agreement are, except to the extent that they relate solely to an earlier date, true with the same effect as though such representations and warranties had been made on the date hereof.
5.4. Each Loan Party has full requisite power and authority to execute and deliver this Amendment, to perform its obligations under the Credit Agreement and to incur the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary corporate or limited liability company action. No consent or approval of the shareholders or members of each Loan Party which has not been obtained and no consent or approval of, notice to or filing with, any public authority which has not been obtained or made is required as a condition to the validity of this Amendment.
5.5. This Amendment and the Credit Agreement constitute the valid and legally binding obligations of the Loan Parties, enforceable in accordance with their respective terms, except as the enforceability hereof or thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
5.6. There is no existing mortgage, lease, indenture, contract or other agreement binding on the Loan Parties or affecting their property, that would conflict with or in any way prevent the execution or delivery of this Amendment or the carrying out of the terms of the Credit Agreement.
5.7. Each of PPHC International Ltd and Pagefield Communications Limited hereby makes the representations and undertakings set forth on Rider 1 attached hereto.
6. Conditions. The effectiveness of this Amendment is subject to the following conditions precedent:
6.1. Amendment. The Loan Parties and the Lender shall have executed and delivered one or more counterparts of this Amendment.
6.2. Consent and Reaffirmation of Grantor. The Borrower shall have executed and delivered to the Lender the Consent and Reaffirmation of Grantor attached hereto.
6.3. Joinder. The Existing Borrower, the New Borrower and the Guarantor shall have executed and delivered the Joinder Agreement dated as of the date hereof and have performed all of the obligations thereunder.
6.4. Officer’s Certificate. The Lender shall have received Officer’s Certificates dated as of the date hereof, certifying as to the Organization Documents of each Borrower (or, with respect to the Existing Borrower, the amendments, if any, to the Organizational Documents delivered to the Lender on the Closing Date) (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Borrower, the good standing, existence or its equivalent of each Borrower and of the incumbency (including specimen signatures) of the Responsible Officers of each Borrower.
6.5. Solvency Certificate. The Lender shall have received a Solvency Certificate signed by a Responsible Officer of the Company as to the financial condition, solvency and related matters of the Company and its Subsidiaries, after giving effect to the transactions contemplated hereby.
6.6. Closing Certificate. The Lender shall have received, in form and substance satisfactory to the Lender, a certificate or certificates executed by a Responsible Officer of the Company as of the date hereof, as to the Project Hermes Purchase Agreement Transaction.
6.7. Subordination Agreement. The Lender, the owners of the Project Hermes Seller and PPHC International Ltd shall have executed a Subordination Agreement dated as of the date hereof.
6.8. KYC Information. Upon the request of the Lender, (a) the Loan Parties shall have provided to the Lender, and the Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and (b) if any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Loan Party shall have delivered Beneficial Ownership Certifications to the Lender. For purposes hereof: (i) “Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, and (ii) “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
6.9. Payment of Fees. The Borrower shall pay to the Lender the fees and expenses set forth in Section 8 of this Amendment.
6.10. Other Conditions. The Lender shall have received any and all other certificates, statements, opinions and other documents required by the terms of this Amendment or otherwise requested by the Lender.
7. Post-Closing. Within ten (10) Business Days of the completion of the stamping and registration formalities required under the Applicable Law, Lender shall have received:
7.1. UK Security Documents. Fully executed originals of those certain debenture, security and share pledge agreements, each under the laws of England and Wales, and other related documents, if any, regarding the pledge to the Lender by PPHC International Ltd and Pagefield Communications Limited a perfected security interest in all of their respective assets, including all equity.
7.2. Director’s Certificate. Director’s Certificates certifying as to the Organization Documents of each Guarantor, the resolutions of the governing body of each Guarantor, the good standing, existence or its equivalent of each Guarantor and of the incumbency (including specimen signatures) of the director of each Guarantor.
7.3. UK Counsel Opinion. A duly executed legal opinion of Katten Muchin Rosenman UK LLP.
8. No Other Amendments; Reaffirmation; No Novation; No Waiver; Reservation of Rights and Release.
8.1. Except as expressly amended hereby, the terms of the Credit Agreement shall remain in full force and effect in all respects, and each Loan Party hereby reaffirms its obligations under the Credit Agreement and under each of the other Loan Documents to which it is a party. Each Loan Party acknowledges and agrees that (a) the execution and delivery of this Amendment and consummation of the transactions contemplated hereby do not reduce, discharge, release, impair or otherwise limit any such Loan Party’s obligations under the Credit Agreement or any of the other Loan Documents to which it is a party, (b) no Loan Party has any offset, counterclaim or defense of any kind to its obligations, covenants or agreements under the Credit Agreement or any of the other Loan Documents to which it is a party, (c) nothing contained in this Amendment shall be deemed to constitute a waiver or release by the Lender of any default or Event of Default that may now or hereafter exist under the Credit Agreement or any of the other Loan Documents, or of the Lender’s right to exercise any and all of its rights and remedies thereunder, all of which rights and remedies are hereby reserved by the Lender, and (d) nothing contained in this Amendment shall be construed to constitute a novation with respect to the indebtedness described in the Credit Agreement and the other Loan Documents.
8.2. Each Loan Party, for itself and for its successors and assigns, hereby releases and forever discharges the Lender and the Lender’s, respective predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives and affiliates (collectively, the “Lender Group”), from any and all presently existing claims, demands, damages, liabilities, actions and/or causes of action of any nature whatsoever, including, without limitation, all claims, demands and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which any Loan Party may have or claim to have against any of the Lender Group arising out of facts or events in any way related to the Credit Agreement, any of the other Loan Documents, or the transactions contemplated thereby or hereby that exist on the date hereof or arise from facts or actions occurring prior hereto or on the date hereof.
8.3. Without limiting the generality of the foregoing or the Security Agreement, each Loan Party hereby acknowledges and agrees that (i) the security interests and liens granted under the
Security Agreement secure the Borrower’s indebtedness, obligations and liabilities under the Credit Agreement, as amended by this Amendment and the other Loan Documents (as each of such Loan Documents may have been affected by this Amendment), (ii) this Amendment does not release, impair or otherwise limit any of its obligations under the Security Agreement, (iii) the Security Agreement remains in full force and effect in all respects, and (iv) all references in the Security Agreement to the “Credit Agreement” shall be deemed references to the Credit Agreement as amended by this Amendment.
9. References. All references in the Credit Agreement to “this Agreement,” “herein,” “hereunder” or other words of similar import, and all references to the “Credit Agreement” or similar words in the other Loan Documents, or any other document or instrument that refers to the Credit Agreement, shall be deemed to be references to the Credit Agreement as amended by this Amendment.
10. Fees and Expenses. In consideration of Lender’s agreement to amend the terms of the Credit Agreement, the Loan Parties hereby agree that they will pay all reasonable out-of-pocket expenses incurred by the Lender in connection with the preparation of this Amendment and the consummation of the transactions described herein, including, without limitation, the reasonable attorneys’ fees and expenses of the Lender.
11. Applicable Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York, without reference to conflicts of law principles.
12. Counterparts; Electronic Delivery. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument. Delivery by any party to this Amendment of its signatures hereon through facsimile or other electronic image file (including .pdf) (i) may be relied upon as if this Amendment were physically delivered with an original hand-written signature of such party, and (ii) shall be binding on such party for all purposes.
13. Successors. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
14. FINAL AGREEMENT. BY SIGNING THIS AMENDMENT, EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN OR AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS AMENDMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES, AND (D) THIS AMENDMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.
[Signatures begin on following page]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under seal, all as of the day and year first above written.
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BORROWER: | PUBLIC POLICY HOLDING COMPANY, INC. |
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| By: /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
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| ALPINE GROUP PARTNERS, LLC | | |
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| | By: Public Policy Holding Company, Inc., its | |
| | | | General Manager | | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| ALPINE ADVISORS LLC | | |
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| By: | Public Policy Holding Company, Inc., its | |
| | | General Manager | | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| BAY STRATEGIES LLC | | |
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| By: | Public Policy Holding Company, Inc., its | |
| | | General Manager | | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
[Signature Page to Second Amendment to Credit Agreement]
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| BLUE ENGINE MESSAGE & MEDIA, LLC |
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| By: | Public Policy Holding Company, Inc., its | |
| | | General Manager | | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| CFW GROUP LLC |
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| By: | Public Policy Holding Company, Inc., its | |
| | | General Manager | | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| COLUMBIA CAMPAIGN GROUP LLC | |
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| By: | Public Policy Holding Company, Inc., its | |
| | | General Manager | | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| CROSSROADS STRATEGIES, LLC | |
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| By: | Public Policy Holding Company, Inc., its | |
| | | General Manager | | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
[Signature Page to Second Amendment to Credit Agreement]
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| FORBES TATE PARTNERS LLC |
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| | By: | Public Policy Holding Company, Inc., its | |
| | | | General Manager | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| JDA FRONTLINE PARTNERS, LLC | |
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| | By: | Public Policy Holding Company, Inc., its | |
| | | | General Manager | |
| | | | | | | |
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| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
| | | | | | | |
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| KP PUBLIC AFFAIRS LLC | |
| | | | | | | |
| | By: | Public Policy Holding Company, Inc., its | |
| | | | General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| | | | | | | |
| MULTISTATE ASSOCIATES, LLC | |
| | | | | | | |
| | By: | Public Policy Holding Company, Inc., its | |
| | | | General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
[Signature Page to Second Amendment to Credit Agreement]
| | | | | | | | | | | | | | | | | | | | | | | |
| O’NEILL & PARTNERS, LLC |
| | | | | | | |
| | By: | Public Policy Holding Company, Inc., its | |
| | | | General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
| | | | | | | |
| | | | | | | |
| SEVEN LETTER ONA LLC | |
| | | | | | | |
| | By: | Public Policy Holding Company, Inc., its | |
| | | | General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| | | | | | | |
| CONCORDANT LLC | |
| | | | | | | |
| | By: | Public Policy Holding Company, Inc., its | |
| | | | General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
| | | | | | | |
| | | | | | | |
| LUCAS PUBLIC AFFAIRS, LLC | |
| | | | | | | |
| | By: | Public Policy Holding Company, Inc., its | |
| | | | General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
[Signature Page to Second Amendment to Credit Agreement]
| | | | | | | | | | | | | | | | | | | | | | | |
| PPHC INTERNATIONAL US, LLC |
| | | | | | | |
| | By: | Public Policy Holding Company, Inc., its | |
| | | | General Manager | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
[Signature Pages Continue]
[Signature Page to Second Amendment to Credit Agreement]
| | | | | | | | | | | | | | |
| GUARANTOR: | PPHC INTERNATIONAL LTD | |
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| | | | |
| By: | /s/ G. Stewart Hall | |
| | G. Stewart Hall | |
| | Director | |
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| | | | |
| PAGEFIELD COMMUNICATIONS LIMITED |
| | | | |
| | | | |
| By: | /s/ Roeland Smits | |
| | Roeland Smits | |
| | Director | |
[Signature Page to Second Amendment to Credit Agreement]
| | | | | | | | | | | | | | |
| BANK OF AMERICA, N.A., |
| as Lender | |
| | | | |
| By: | /s/ Holver Rivera | |
| Name: Holver Rivera | |
| Title: Senior Vice President | |
[Signature Page to Second Amendment to Credit Agreement]
Rider 1 – UK Law Representations and Undertakings
Representations
1. Centre of Main Interest. For the purposes of Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast) (the “EU Regulation”), each of the English Loan Party’s centre of main interest (as that term is used in Article 3(1) of the EU Regulation) is situated in England and Wales and it has no “establishment” (as that term is used in Article 2(10) of the EU Regulation) in any other jurisdiction.
2. Legal and beneficial ownership. Each Loan Party and each of its Subsidiaries is the sole legal and beneficial owner of the respective assets over which any such Loan Party or Subsidiary purports to grant Collateral.
3. Governing Law and Enforcement. Subject to the Legal Reservations, the choice of governing law of the Loan Documents will be recognised and enforced in its respective jurisdiction of organization or incorporation, and any judgment obtained in relation to a Loan Document in the jurisdiction of the governing law of that Loan Document will be recognised and enforced in its respective jurisdiction of organization or incorporation.
4. Filings. Under the laws of any applicable jurisdiction it is not necessary that the Loan Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Loan Documents or the transactions contemplated by the Loan Documents except (a) registration of particulars of the English Collateral Documents and the Security and Pledge Agreement at Companies House in England and Wales under section 859A of the Companies Act 2006 and payment of associated fees; and registration of particulars of the English Debenture at the public register of the UK Intellectual Property Office or EU Intellectual Property Office (to the extent such Intellectual Property is registered at the UK Intellectual Property Office or EU Intellectual Property Office) and payment of associated fees, which registrations, filings, taxes and fees will be made and paid promptly after the date of the relevant Loan Document.
5. PSC Register. No Loan Party has issued or intends to issue any warning notice or restrictions notice under Schedule 1B of the Companies Act 2006 in respect of any shares which constitute Collateral. No Loan Party has received any warning notice or restrictions notice under Schedule 1B of the Companies Act 2006 in respect of any shares which constitute Collateral.
6. Employer. No English Loan Party is or has at any time been an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004 of the United Kingdom) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993 of the United Kingdom) and no English Loan Party is or has at any time been “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the Pensions Act 2004 of the United Kingdom) such an employer.
Positive Undertakings
1. Employee Benefits. In respect of each English Loan Party; (i) ensure that all pension schemes operated by or maintained for the benefit of members of such English Loan Party and/or any of their employees are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 and that no action or omission is taken by such English Loan Party in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse
Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or such English Loan Party ceasing to employ any member of such a pension scheme); (ii) ensure that such English Loan Party is not or has not been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or "connected" with or an "associate" of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer; (iii) deliver to the Lender at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the relevant English Loan Party), actuarial reports in relation to all pension schemes mentioned in paragraph (i) above; and (iv) promptly notify the Lender of any material change in the rate of contributions to any pension schemes mentioned in paragraph (i) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).
2. Persons with Significant Control Regime. Each English Loan Party shall within the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the Companies Act 2006 in respect of shares subject to the security created under the Collateral Documents and promptly provide the Lender with a copy of that notice.
3. Centre of Main Interests. Each English Loan Party undertakes that it will not intentionally move its “centre of main interests” (as that term is used in Article 3(1) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (Insolvency Regulation)) to any other jurisdiction which would have a Material Adverse Effect on the Lender without the prior written consent of the Lender.
Definitions
“English Collateral Documents” means any Collateral Document governed by the laws of England and Wales, including the English Debenture and the English Share Charge.
“English Debenture” means an English law governed debenture to be entered into between (1) the English Loan Parties and (2) the Lender in form and substance satisfactory to the Lender.
“English Loan Parties” means (1) Pagefield Communications Limited, (2) PPHC International Ltd and (3) any other direct or indirect subsidiary of the Borrower that is incorporated or registered under the laws of England and Wales that becomes a Loan Party.
“English Share Charge” means an English law governed share charge to be entered into between (1) PPHC International US, LLC and (2) the Lender in form and substance satisfactory to the Lender.
“Legal Reservations” means (a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors; (b) the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim; (c) the limitation of the enforcement of the terms of leases of real property by laws of general application to those leases; (d) similar principles, rights and remedies under the laws of any Relevant Jurisdiction; and (e) any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinions supplied to the Lender under this Agreement.
"Limitation Acts" means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.
"Relevant Jurisdiction" means in relation to an English Loan Party:
(a) its jurisdiction of incorporation;
(b) any jurisdiction where any asset subject to or intended to be subject to the English Collateral Documents to be created by it is situated;
(c) any jurisdiction where it conducts its business; and
(d) the jurisdiction whose laws govern the perfection of any of the English Collateral Documents entered into by it.
CONSENT AND REAFFIRMATION OF GRANTOR
Capitalized terms used herein shall have the meanings specified in the foregoing Amendment. Pursuant to that certain Security and Pledge Agreement dated as of February 28, 2023 (the “Security Agreement”) the undersigned (“Grantor”) granted to Lender a continuing security interest in the Collateral to secure the Borrower’s obligations under the Credit Agreement. Grantor hereby consents and agrees to the terms of the Amendment, and, without limiting the generality of the terms of the Security Agreement and each other Collateral Document and/or any agreement under which it has granted to the Lender a lien or security interest in any of its real or personal property (collectively, the “Supporting Documents”), acknowledges and agrees that (i) the Supporting Documents cover and apply to the Borrower’s obligations under the Credit Agreement, as amended by the Amendment, (ii) each reference in the Supporting Documents to the “Credit Agreement” shall be deemed to be a reference to the Credit Agreement as amended by the Amendment, (iii) the Amendment does not release, impair or otherwise limit any of Grantor’s obligations under the Supporting Documents, (iv) Grantor does not have any offset, counterclaim or defense of any kind to its obligations, covenants or agreements under the Supporting Documents, all of which obligations, covenants and agreements are hereby expressly reaffirmed, and (v) the Supporting Documents remain in full force and effect in all respects. Although each has been informed of the terms of the Amendment, it understands and agrees that the Lender has no duty to so notify it or any other grantor now or in the future, or to seek this or any future acknowledgment, consent or reaffirmation, and nothing contained herein shall create or imply any such duty as to any transactions, past or future.
Grantor, for itself and for its successors and assigns, hereby releases and forever discharges the Lender and the Lender’s, respective predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives and affiliates (collectively, the “Lender Group”), from any and all presently existing claims, demands, damages, liabilities, actions and/or causes of action of any nature whatsoever, including, without limitation, all claims, demands and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which Grantor may have or claim to have against any of the Lender Group arising out of facts or events in any way related to the Supporting Documents, the Credit Agreement or the transactions contemplated thereby that exist on the date hereof or arise from facts or actions occurring prior hereto or on the date hereof.
[Signatures begin on following page]
Grantor has duly executed this Consent and Reaffirmation of Grantor under seal, all as of the day and year first written in the foregoing Amendment.
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GRANTOR: | PUBLIC POLICY HOLDING COMPANY, INC. |
| | | | | | | |
| By: /s/ G. Stewart Hall | | |
| | | G. Stewart Hall | | |
| | | Chief Executive Officer | | |
| | | | | | | |
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| ALPINE GROUP PARTNERS, LLC | | |
| | | | | | | |
| | By: Public Policy Holding Company, Inc., its General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
| | | | | | | |
| | | | | | | |
| ALPINE ADVISORS LLC | | |
| | | | | | | |
| By: | Public Policy Holding Company, Inc., its General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
| | | | | | | |
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| BAY STRATEGIES LLC | | |
| | | | | | | |
| By: | Public Policy Holding Company, Inc., its General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
[Signature Page to Consent and Reaffirmation of Grantors]
| | | | | | | | | | | | | | | | | | | | | | | |
| BLUE ENGINE MESSAGE & MEDIA, LLC |
| | | | | | | |
| By: | Public Policy Holding Company, Inc., its General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| CFW GROUP LLC |
| | | | | | | |
| By: | Public Policy Holding Company, Inc., its General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| COLUMBIA CAMPAIGN GROUP LLC | |
| | | | | | | |
| | By: Public Policy Holding Company, Inc., its General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| CROSSROADS STRATEGIES, LLC | |
| | | | | | | |
| | By: Public Policy Holding Company, Inc., its General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
[Signature Page to Consent and Reaffirmation of Grantors]
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| FORBES TATE PARTNERS LLC |
| | | | | | | |
| | By: Public Policy Holding Company, Inc., its General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
| | | | | | | |
| | | | | | | |
| JDA FRONTLINE PARTNERS, LLC | |
| | | | | | | |
| | By: Public Policy Holding Company, Inc., its General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
| | | | | | | |
| | | | | | | |
| KP PUBLIC AFFAIRS LLC | |
| | | | | | | |
| | By: Public Policy Holding Company, Inc., its General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
| | | | | | | |
| | | | | | | |
| MULTISTATE ASSOCIATES, LLC | |
| | | | | | | |
| | By: Public Policy Holding Company, Inc., its General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
[Signature Page to Consent and Reaffirmation of Grantors]
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| O’NEILL & PARTNERS, LLC |
| | | | | | | |
| | By: Public Policy Holding Company, Inc., its General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
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| SEVEN LETTER ONA LLC | |
| | | | | | | |
| | By: Public Policy Holding Company, Inc., its General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
| | | | | | | |
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| CONCORDANT LLC | |
| | | | | | | |
| | By: Public Policy Holding Company, Inc., its General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
| | | | | | | |
| | | | | | | |
| LUCAS PUBLIC AFFAIRS, LLC | |
| | | | | | | |
| | By: Public Policy Holding Company, Inc., its General Manager | |
| | | | | | | |
| | | | | | | |
| | | | By: | /s/ G. Stewart Hall | | |
| | | | | G. Stewart Hall | | |
| | | | | Chief Executive Officer | | |
[Signature Page to Consent and Reaffirmation of Grantors]
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of January 24, 2025, is by and among PUBLIC POLICY HOLDING COMPANY, INC., a Delaware corporation (“Company”), ALPINE GROUP PARTNERS, LLC, a Delaware limited liability company, ALPINE ADVISORS LLC, a Delaware limited liability company, BAY STRATEGIES LLC, a Delaware limited liability company, BLUE ENGINE MESSAGE & MEDIA, LLC, a Delaware limited liability company, CFW GROUP LLC, a Delaware limited liability company, COLUMBIA CAMPAIGN GROUP LLC, a Delaware limited liability company, CROSSROADS STRATEGIES, LLC, a Delaware limited liability company, FORBES TATE PARTNERS LLC, a Delaware limited liability company, JDA FRONTLINE PARTNERS, LLC, a Delaware limited liability company, KP PUBLIC AFFAIRS LLC, a Delaware limited liability company, MULTISTATE ASSOCIATES, LLC, a Delaware limited liability company, O’NEILL & PARTNERS, LLC, a Delaware limited liability company, CONCORDANT LLC, a Delaware limited liability company, LUCAS PUBLIC AFFAIRS, LLC, a Delaware limited liability company, and PPHC INTERNATIONAL US, LLC, a Delaware limited liability company (together with Company, individually and collectively, the “Borrower”), PPHC INTERNATIONAL LTD, a limited company incorporated under the laws of England and Wales, and PAGEFIELD COMMUNICATIONS LIMITED, a limited company incorporated under the laws of England and Wales (individually and collectively, the “Guarantor”, and together with the Borrower, each a “Loan Party”, and collectively, the “Loan Parties”); and BANK OF AMERICA, N.A., as the lender (the “Lender”).
The Borrower and the Lender are parties to that certain Credit Agreement dated as of February 28, 2023 (as amended, amended and restated, supplemented, substituted, extended, renewed or otherwise modified from time to time the “Credit Agreement”), and they now desire to, among other things, (i) make a new supplemental term loan to the Borrower in the principal amount equal to Twenty-Four Million Dollars ($24,000,000) and (ii) amend certain provisions of the Credit Agreement as provided herein.
Accordingly, for and in consideration of the premises and the mutual covenants contained herein, the receipt and sufficiency of which consideration are hereby mutually acknowledged, the Loan Parties and the Lender hereby agree as follows:
1. Capitalized Terms. Capitalized terms used in this Amendment which are not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement, as amended by this Amendment.
2. Outstanding Principal Balance of Loans. The Borrower acknowledges that as of the date hereof (x) the outstanding principal balance of (a) the Term Loan is $7,583,333.26, and (b) the Supplemental Term Loan is $24,062,500.00, and (y) the outstanding amount of L/C Obligations under the Revolving Loans is $565,763.17 and the outstanding principal balance under the Revolving Loans is $0. Borrower represents and warrants to Lender that the outstanding principal balance of the Term Loan, the Supplemental Term Loan and the Revolving Loans are due and owing to Lender, without offset or defense of any kind or nature and in the event Borrower has any offsets or defenses thereto, Borrower hereby irrevocably waives all such offsets and defenses.
3. Amendments to the Credit Agreement. As of the date all of the conditions set forth in Section 5 of this Amendment are fully satisfied, the Loan Parties and the Lender agree that the following provisions of the Credit Agreement are amended as follows:
3.1. Defined Terms.
(a) The following defined terms in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety as follows:
“Applicable Rate” means, for any day, (i) in respect of the Term Facility or the Revolving Facility, as the context may require, Term SOFR plus 2.25% per annum, (ii) in respect of the Supplemental Term Facility Term SOFR plus 2.60% per annum, and (iii) in respect of the Second Supplemental Term Facility Term SOFR plus 2.60% per annum.
“Availability Period” means (a) in respect of the Revolving Facility, the period from and including the Closing Date to the earliest of (i) the Maturity Date for the Revolving Facility, (ii) the date of termination of the Revolving Commitments pursuant to Section 2.07, and (iii) the date of termination of the Commitment of the Lender to make Revolving Loans and L/C Credit Extensions pursuant to Section 8.02, (b) in respect of the Term Facility, the period from, and including the Closing Date to three (3) Business Days following the Closing Date, (c) in respect of the Supplemental Term Facility, (i) the period from, and including the First Amendment Closing Date to three (3) Business Days following the First Amendment Closing Date, and (ii) the period from, and including the Second Amendment Closing Date to three (3) Business Days following the Second Amendment Closing Date, and (d) in respect of the Second Supplemental Term Facility, the period from, and including, the Third Amendment Closing Date to the earlier to occur of (i) the date that falls two hundred seventy (270) days after the Third Amendment Closing Date and (ii) the date of funding of the Second Supplemental Term Facility in any amount.
“Commitment” means the Term Commitment, the Supplemental Term Commitment, the Second Supplemental Term Commitment, or the Revolving Commitment, as the context may require.
“Facility” means the Term Facility, the Supplemental Term Facility, the Second Supplemental Term Facility, or the Revolving Facility, as the context may require.
“Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) (i) EBITDA (without duplication), less (ii) the aggregate amount of all non-financed cash Capital Expenditures, less (iii) Restricted Payments paid in cash, less (iv) any earnout payments paid in connection with any Permitted Acquisitions; to (b) the sum of (i) Interest Charges, (ii) the aggregate principal amount of all regularly scheduled principal payments on Indebtedness (determined without giving effect to any reduction of such scheduled principal payments resulting from the application of any voluntary or optional prepayments made during such period), in each case, of or by the Borrower for the most recently completed Measurement Period.
“Loan” means an extension of credit by the Lender to the Borrower under Article II in the form of a Term Loan, a Supplemental Term Loan, a Second Supplemental Term Loan, or a Revolving Loan.
“Maturity Date” means (a) with respect to the Revolving Facility, March 31, 2029, (b) with respect to the Term Facility, March 31, 2029, (c) with respect to the Supplemental Term Facility, April 30, 2028, and (d) with respect to the Second Supplemental Term Facility,
March 31, 2029; provided, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
“Outstanding Amount” means (a) with respect to the Term Loan, the Supplemental Term Loans, the Second Supplemental Term Loan, and the Revolving Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of the Term Loan, the Supplemental Term Loans, the Second Supplemental Term Loan, and the Revolving Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of unreimbursed amounts.
“Purchase Agreement” means, individually and collectively, the Closing Date Purchase Agreement, the Project Prince Purchase Agreement, the Project Hermes Purchase Agreement, and the Project Thunder Purchase Agreement, as applicable.
“Purchase Agreement Documents” means the Closing Date Purchase Agreement Documents, the Project Prince Purchase Agreement Documents, the Project Hermes Purchase Agreement Documents, and the Project Thunder Purchase Agreement Documents, as applicable.
“Purchase Agreement Transaction” means individually and collectively, the Closing Date Purchase Agreement Transaction, the Project Prince Purchase Agreement Transaction, the Project Hermes Purchase Agreement Transaction, and the Project Thunder Purchase Agreement Transaction, as applicable.
“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of the Term Loan, the Supplemental Term Loans, the Second Supplemental Term Loan or Revolving Loans, a Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.
“Seller” means individually or collectively, as the context may require, the Closing Date Seller, the Project Prince Seller, the Project Hermes Seller and the Project Thunder Seller.
“Term Borrowing” means a borrowing consisting of the Term Loan and the simultaneous Supplemental Term Loans and Second Supplemental Term Loan of the same Type, and, in the case of Term SOFR Loans, having the same Interest Period made by the Lender pursuant to Section 2.01(a).
(b) Section 1.01 of the Credit Agreement is hereby amended to add in the appropriate alphabetical order the following definitions:
“Project Thunder Purchase Agreement” means that certain asset purchase agreement dated as of January 24, 2025, by and among Trailrunner, PPHC International US, LLC, PPHC International Ltd, the Company and Project Thunder Seller.
“Project Thunder Purchase Agreement Documents” means collectively the Project Thunder Purchase Agreement and any and all other agreements, documents or instruments (together with any and all amendments, modifications, and supplements thereto, restatements thereof, and substitutes therefore) previously, now or hereafter executed and
delivered by the Project Thunder Seller, Trailrunner, PPHC International US, LLC, PPHC International Ltd, the Company, or any other Person in connection with the Project Thunder Purchase Agreement Transaction.
“Project Thunder Purchase Agreement Transaction” means the asset purchase agreement transaction contemplated by the provisions of the Project Thunder Purchase Agreement.
“Project Thunder Seller” means, collectively, Trailrunner International, LLC, a Texas limited liability company, Trailrunner International Global Holdings, LLC, a Texas limited liability company, Shanghai Trailrunner International Business Consulting Co., LTD., a P.R. China company, and Jim Wilkinson, as seller principal.
“Second Supplemental Term Commitment” means the Lender’s obligation to make the Second Supplemental Term Loan to the Borrower pursuant to Section 2.01(a). The Second Supplemental Term Commitment on the Third Amendment Closing Date shall be Twenty- Four Million Dollars ($24,000,000).
“Second Supplemental Term Facility” means, (a) at any time during the Availability Period in respect of such Facility, the amount of the Second Supplemental Term Commitment, and (b) thereafter, the principal amount of the Second Supplemental Term Loan outstanding at such time.
“Second Supplemental Term Loan” means an advance made by the Lender under the Second Supplemental Term Facility.
“Third Amendment Closing Date” means January 24, 2025.
“Trailrunner” means Trailrunner International, LLC, a Delaware limited liability company.
(c) Section 1.01 of the Credit Agreement is hereby amended by deleting paragraph “e” of the definition of “Permitted Acquisition” and replacing such paragraph with the following:
(e) the Project Thunder Purchase Agreement Transaction, subject to the full satisfaction of the conditions set forth in Section 4.03.
3.2. Term Loans. Section 2.01(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(a) Term Borrowing. Subject to the terms and conditions set forth herein, the Lender agrees to make (i) a single Term Loan to the Borrower, in Dollars, on the Closing Date in an amount not to exceed the Term Facility, (ii) Supplemental Term Loans to the
Borrower, in Dollars, on (1) the First Amendment Closing Date, and (2) the Second Amendment Closing Date, in an aggregate amount not to exceed the Supplemental Term Facility, and (iii) a single Second Supplemental Term Loan to the Borrower, in Dollars, on any Business Day during the Availability Period for the Second Supplemental Term Facility. The Term Borrowings shall consist of the Term Loan, the Supplemental Term Loans and the Second Supplemental Term Loan made by the Lender. Term Borrowings repaid or prepaid may not be reborrowed. The Term Loan, the Supplemental Term Loans and the Second Supplemental Term Loan may be Base Rate Loans or Term SOFR Loans, as further provided herein; provided, however, any Term Borrowing made on the Closing Date or
any of the three (3) Business Days following the Closing Date shall be made as a Base Rate Loan unless the Borrower delivers a Loan Notice not less than three (3) Business Days prior to the date of such Term Borrowing.
3.3. Prepayment. Section 2.06(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(a) Optional. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loan, Supplemental Term Loans, Second Supplemental Term Loan, and Revolving Loans in whole or in part without premium or penalty. Each prepayment of the outstanding Term Loan, Supplemental Term Loans or Second Supplemental Term Loan pursuant to this Section 2.06(a) shall be applied to the principal repayment installments thereof in inverse order of maturity.
3.4. Repayment of Loans.
3.4.1. Section 2.07(a)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(i) Term Loan. The Borrower shall repay to the Lender the principal amount of the Term Loan, unless accelerated sooner pursuant to Section 8.02, in equal monthly installments of principal each in the amount of One Hundred Seventy-Five Thousand Dollars ($175,000), commencing March 28, 2025, and on the same day of each month thereafter, plus interest on the Term Loan, until the Maturity Date for the Term Facility. Provided, however, that, (i) the final principal repayment installment of the Term Loan shall be repaid on the Maturity Date for the Term Facility and in any event shall be in an amount equal to the outstanding aggregate principal amount of the Term Loan, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on the Term SOFR Loan) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on the Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.
3.4.2. Section 2.07(a) of the Credit Agreement is hereby amended by adding a new Section 2.7(a)(iii) immediately after Section 2.7(a)(ii) as follows:
(iii) Second Supplemental Term Loan. The Borrower shall repay to the Lender the principal amount of the Second Supplemental Term Loan, unless accelerated sooner pursuant to Section 8.02, as follows (1) commencing on the first day of the month following the month on which Borrower draws under the Second Supplemental Term Facility, and on the same day of each month thereafter through March 1, 2026, in equal monthly installments of principal each in the amount of 0.83% of the unpaid principal balance of the Second Supplemental Term Loan as of the funding date, plus interest on the Second Supplemental Term Loan, and (2) commencing April 1, 2026, and on the same day of each month thereafter, in equal monthly installments of principal each in the amount of 1.25% of the unpaid principal balance of the Second Supplemental Term Loan as of the funding date, plus interest on the Second Supplemental Term Loan until the Maturity Date for the Second Supplemental Term Facility. Provided, however, that, (i) the final principal repayment installment of the Second Supplemental Term Loan shall be repaid on the Maturity Date for the Second Supplemental Term Facility and in any event shall be in an amount equal to the outstanding principal amount of the Second Supplemental Term Loan, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on the Term SOFR Loan) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on the Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.
3.5. Fees. Section 2.09 of the Credit Agreement is hereby amended and restated in its entirety as follows:
2.09. Fees. In addition to certain fees described in subsection (l) of Section 2.04, the Borrower shall pay to the Lender:
(i) a nonrefundable upfront fee on the Closing Date of $42,500,
(ii) a nonrefundable upfront fee on the First Amendment Closing Date of $26,000,
(iii) a nonrefundable upfront fee on the Second Amendment Closing Date of $24,000;
(iv) a nonrefundable upfront fee on the Third Amendment Closing Date of $48,000; and
(v) in an amount equal to a rate per annum equal to 0.20% (calculated on the basis of actual number of days elapsed in a 365 day year) times the average daily amount by which the Second Supplemental Term Commitment exceeds the Outstanding Amount of the Second Supplemental Term Loan during the Availability Period, which fee shall
accrue commencing on the date that is 30 days following the Third Amendment Closing Date through the last day of the Availability Period for the Second Supplemental Term Facility, and shall be due and payable on the last day of the Availability Period for the Second Supplemental Term Facility.
3.6. Conditions to Second Supplemental Term Loan. A new Section 4.03 of the Credit Agreement is hereby added as follows:
4.03 Conditions to Second Supplemental Term Loan. The obligation of the Lender to make the Second Supplemental Term Loan is subject to the satisfaction of the following conditions precedent (in addition to the conditions set forth in Section 4.02):
(a) the Borrower shall have executed documentation as the Lender may reasonably request, including, without limitation, a joinder agreement, in order to join
Trailrunner to this Agreement as a Borrower and to encumber Trailrunner’s Collateral (including such documentation as the Lender may reasonably request to satisfy the Lender’s “know your customer” and other regulatory requirements);
(b) subject to paragraph (b) of the definition of “Permitted Acquisition,” Lender shall have received an executed subordination agreement in connection with any future earnout payments made in connection with the Project Thunder Purchase Agreement Transaction on terms satisfactory to Lender;
(c) the Loan Parties shall be in pro forma compliance with all covenants under the Loan Documents, including without limitation, the financial covenants set forth in Section 7.12 as of the most recently ended fiscal quarter, after giving effect to the Project Thunder Purchase Agreement Transaction, as evidenced by a pro forma compliance certificate; and
(d) the Project Thunder Purchase Agreement Transaction shall have been completed and closed prior to or simultaneously with the making of the Second Supplemental Term Loan upon terms satisfactory to Lender and Lender shall have received fully executed copies of the Project Thunder Purchase Agreement Documents.
3.7. Indebtedness. Section 7.02(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(i) Unsecured Indebtedness incurred in connection with any Permitted Acquisitions, including, without limitation, any obligation to make any earnout payments in connection with any Permitted Acquisitions, provided, that (i) such earnout payments comply with paragraph (b) of the definition of Permitted Acquisition or (ii) the Lender has consented, in writing, to the amounts of such earnout payments, such earnout payments are unsecured and such earnout payments are Subordinated Debt on terms acceptable to the Lender; and
3.8. Financial Covenants. Section 7.12(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(b) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio as of the end of any Measurement Period (i) ending as of the end of the fiscal quarters of the Loan Parties ending March 31, 2025 through and including September 30, 2025, to be
less than the 1.10 to 1.00, and (ii) ending as of the fiscal quarter of the Loan Parties ending December 31, 2025 and the end of each fiscal quarters of the Loan Parties thereafter, to be less than the 1.25 to 1.00.
4. Representations and Warranties. Each Loan Party hereby represents and warrants to the Lender that:
4.1. Each Loan Party is in compliance with all of the terms, covenants and conditions of the Credit Agreement, and all of the terms, covenants and conditions of each of the other Loan Documents to which it is a party.
4.2. There exists no Event of Default and no event has occurred, or condition exists which, with the giving of notice or lapse of time, or both, would constitute an Event of Default.
4.3. After giving effect to this Amendment, the representations and warranties contained in the Credit Agreement are, except to the extent that they relate solely to an earlier date, true with the same effect as though such representations and warranties had been made on the date hereof.
4.4. Each Loan Party has full requisite power and authority to execute and deliver this Amendment, to perform its obligations under the Credit Agreement and to incur the obligations provided for herein and therein, all of which have been duly authorized by all proper and necessary corporate or limited liability company action. No consent or approval of the shareholders or members of each Loan Party which has not been obtained and no consent or approval of, notice to or filing with, any public authority which has not been obtained or made is required as a condition to the validity of this Amendment.
4.5. This Amendment and the Credit Agreement constitute the valid and legally binding obligations of the Loan Parties, enforceable in accordance with their respective terms, except as the enforceability hereof or thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
4.6. There is no existing mortgage, lease, indenture, contract or other agreement binding on the Loan Parties or affecting their property, that would conflict with or in any way prevent the execution or delivery of this Amendment or the carrying out of the terms of the Credit Agreement.
5. Conditions. The effectiveness of this Amendment is subject to the following conditions precedent:
5.1. Amendment. The Loan Parties and the Lender shall have executed and delivered one or more counterparts of this Amendment.
5.2. Consent and Reaffirmation of Grantor. The Borrower shall have executed and delivered to the Lender the Consent and Reaffirmation of Grantor attached hereto.
5.3. Officer’s Certificate. The Lender shall have received Officer’s Certificates dated as of the date hereof, certifying as to the Organization Documents of each Borrower (or the amendments, if any, to the Organizational Documents delivered to the Lender on the Closing Date) (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Borrower, the good
standing, existence or its equivalent of each Borrower and of the incumbency (including specimen signatures) of the Responsible Officers of each Borrower.
5.4. Solvency Certificate. The Lender shall have received a Solvency Certificate signed by a Responsible Officer of the Company as to the financial condition, solvency and related matters of the Company and its Subsidiaries, after giving effect to the transactions contemplated hereby.
5.5. KYC Information. Upon the request of the Lender, (a) the Loan Parties shall have provided to the Lender, and the Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and (b) if any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Loan Party shall have delivered Beneficial Ownership Certifications to the Lender. For purposes hereof: (i) “Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, and (ii) “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
5.6. Payment of Fees. The Borrower shall pay to the Lender the fees and expenses set forth in Section 8 of this Amendment.
5.7. Other Conditions. The Lender shall have received any and all other certificates, statements, opinions and other documents required by the terms of this Amendment or otherwise requested by the Lender.
6. No Other Amendments; Reaffirmation; No Novation; No Waiver; Reservation of Rights and Release.
6.1. Except as expressly amended hereby, the terms of the Credit Agreement shall remain in full force and effect in all respects, and each Loan Party hereby reaffirms its obligations under the Credit Agreement and under each of the other Loan Documents to which it is a party. Each Loan Party acknowledges and agrees that (a) the execution and delivery of this Amendment and consummation of the transactions contemplated hereby do not reduce, discharge, release, impair or otherwise limit any such Loan Party’s obligations under the Credit Agreement or any of the other Loan Documents to which it is a party, (b) no Loan Party has any offset, counterclaim or defense of any kind to its obligations, covenants or agreements under the Credit Agreement or any of the other Loan Documents to which it is a party, (c) nothing contained in this Amendment shall be deemed to constitute a waiver or release by the Lender of any default or Event of Default that may now or hereafter exist under the Credit Agreement or any of the other Loan Documents, or of the Lender’s right to exercise any and all of its rights and remedies thereunder, all of which rights and remedies are hereby reserved by the Lender, and (d) nothing contained in this Amendment shall be construed to constitute a novation with respect to the indebtedness described in the Credit Agreement and the other Loan Documents.
6.2. Each Loan Party, for itself and for its successors and assigns, hereby releases and forever discharges the Lender and the Lender’s, respective predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives and affiliates (collectively, the “Lender Group”), from any and all presently existing claims, demands, damages, liabilities, actions and/or causes of action of any nature whatsoever, including, without limitation, all claims, demands and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted,
which any Loan Party may have or claim to have against any of the Lender Group arising out of facts or events in any way related to the Credit Agreement, any of the other Loan Documents, or the transactions contemplated thereby or hereby that exist on the date hereof or arise from facts or actions occurring prior hereto or on the date hereof.
6.3. Without limiting the generality of the foregoing or the Security Agreement, each Loan Party hereby acknowledges and agrees that (i) the security interests and liens granted under the Security Agreement secure the Borrower’s indebtedness, obligations and liabilities under the Credit Agreement, as amended by this Amendment and the other Loan Documents (as each of such Loan Documents may have been affected by this Amendment), (ii) this Amendment does not release, impair or otherwise limit any of its obligations under the Security Agreement, (iii) the Security Agreement remains in full force and effect in all respects, and (iv) all references in the Security Agreement to the “Credit Agreement” shall be deemed references to the Credit Agreement as amended by this Amendment.
7. References. All references in the Credit Agreement to “this Agreement,” “herein,” “hereunder” or other words of similar import, and all references to the “Credit Agreement” or similar words in the other
Loan Documents, or any other document or instrument that refers to the Credit Agreement, shall be deemed to be references to the Credit Agreement as amended by this Amendment.
8. Fees and Expenses. In consideration of Lender’s agreement to amend the terms of the Credit Agreement, the Loan Parties hereby agree that they will pay all reasonable out-of-pocket expenses incurred by the Lender in connection with the preparation of this Amendment and the consummation of the transactions described herein, including, without limitation, the reasonable attorneys’ fees and expenses of the Lender.
9. Applicable Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York, without reference to conflicts of law principles.
10. Counterparts; Electronic Delivery. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument. Delivery by any party to this Amendment of its signatures hereon through facsimile or other electronic image file (including .pdf) (i) may be relied upon as if this Amendment were physically delivered with an original hand-written signature of such party, and (ii) shall be binding on such party for all purposes.
11. Successors. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
12. FINAL AGREEMENT. BY SIGNING THIS AMENDMENT, EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN OR AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS AMENDMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES, AND (D) THIS AMENDMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.
[Signatures begin on following page]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under seal, all as of the day and year first above written.
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BORROWER: | PUBLIC POLICY HOLDING COMPANY, INC. |
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| By: | /s/ G. Stewart Hall | |
| | G. Stewart Hall | |
| | Chief Executive Officer | |
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| ALPINE GROUP PARTNERS, LLC |
| | | | | |
| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| ALPINE ADVISORS LLC | |
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| By: | Public Policy Holding Company. Inc., its General Manage | |
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| | | | | |
| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| BAY STRATEGIES LLC | |
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| By: | Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
[Signature Page to Third Amendment to Credit Agreement]
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| BLUE ENGINE MESSAGE & MEDIA, LLC | |
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| By: | Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| CFW GROUP LLC | |
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| By: | Public Policy Holding Company. Inc., its General Manage | |
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| | | | | |
| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| COLUMBIA CAMPAIGN GROUP LLC | |
| | | | | |
| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | | | |
| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| CROSSROADS STRATEGIES, LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
[Signature Page to Third Amendment to Credit Agreement]
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| FORBES TATE PARTNERS LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | | | |
| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| JDA FRONTLINE PARTNERS, LLC | |
| | | | | |
| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| KP PUBLIC AFFAIRS LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| MULTISTATE ASSOCIATES, LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
[Signature Page to Third Amendment to Credit Agreement]
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| O’NEILL & PARTNERS, LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| CONCORDANT LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| LUCAS PUBLIC AFFAIRS, LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
[Signature Page to Third Amendment to Credit Agreement]
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| PPHC INTERNATIONAL US, LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
[Signature Pages Continue]
[Signature Page to Third Amendment to Credit Agreement]
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| GUARANTOR: | PPHC INTERNATIONAL LTD |
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| By: | /s/ G. Stewart Hall | |
| Name: G. Stewart Hall | |
| Title: Director | |
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| PAGEFIELD COMMUNICATIONS LIMITED |
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| By: | | |
| Name: Roeland Smits | |
| Title: Director | |
[Signature Page to Third Amendment to Credit Agreement]
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| GUARANTOR: | PPHC INTERNATIONAL LTD |
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| By: | /s/ G. Stewart Hall | |
| Name: G. Stewart Hall | |
| Title: Director | |
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| PAGEFIELD COMMUNICATIONS LIMITED |
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| | | |
| By: | /s/ Roeland Smits | |
| Name: Roeland Smits | |
| Title: Director | |
[Signature Page to Third Amendment to Credit Agreement]
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| BANK OF AMERICA, N.A., as Lender |
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| By: | /s/ Holver Rivera | |
| Name: Holver Rivera | |
| Title: Senior Vice President | |
[Signature Page to Third Amendment to Credit Agreement]
CONSENT AND REAFFIRMATION OF GRANTOR
Capitalized terms used herein shall have the meanings specified in the foregoing Amendment. Pursuant to that certain Security and Pledge Agreement dated as of February 28, 2023 (the “Security Agreement”) the undersigned (“Grantor”) granted to Lender a continuing security interest in the Collateral to secure the Borrower’s obligations under the Credit Agreement. Grantor hereby consents and agrees to the terms of the Amendment, and, without limiting the generality of the terms of the Security Agreement and each other Collateral Document and/or any agreement under which it has granted to the Lender a lien or security interest in any of its real or personal property (collectively, the “Supporting Documents”), acknowledges and agrees that (i) the Supporting Documents cover and apply to the Borrower’s obligations under the Credit Agreement, as amended by the Amendment, (ii) each reference in the Supporting Documents to the “Credit Agreement” shall be deemed to be a reference to the Credit Agreement as amended by the Amendment, (iii) the Amendment does not release, impair or otherwise limit any of Grantor’s obligations under the Supporting Documents, (iv) Grantor does not have any offset, counterclaim or defense of any kind to its obligations, covenants or agreements under the Supporting Documents, all of which obligations, covenants and agreements are hereby expressly reaffirmed, and (v) the Supporting Documents remain in full force and effect in all respects. Although each has been informed of the terms of the Amendment, it understands and agrees that the Lender has no duty to so notify it or any other grantor now or in the future, or to seek this or any future acknowledgment, consent or reaffirmation, and nothing contained herein shall create or imply any such duty as to any transactions, past or future.
Grantor, for itself and for its successors and assigns, hereby releases and forever discharges the Lender and the Lender’s, respective predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives and affiliates (collectively, the “Lender Group”), from any and all presently existing claims, demands, damages, liabilities, actions and/or causes of action of any nature whatsoever, including, without limitation, all claims, demands and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which Grantor may have or claim to have against any of the Lender Group arising out of facts or events in any way related to the Supporting Documents, the Credit Agreement or the transactions contemplated thereby that exist on the date hereof or arise from facts or actions occurring prior hereto or on the date hereof.
[Signatures begin on following page]
Grantor has duly executed this Consent and Reaffirmation of Grantor under seal, all as of the day and year first written in the foregoing Amendment.
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GRANTOR: | PUBLIC POLICY HOLDING COMPANY, INC. |
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| By: | /s/ G. Stewart Hall | |
| | G. Stewart Hall | |
| | Chief Executive Officer | |
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| ALPINE GROUP PARTNERS, LLC |
| | | | | |
| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| ALPINE ADVISORS LLC | |
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| By: | Public Policy Holding Company. Inc., its General Manage | |
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| | | | | |
| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| BAY STRATEGIES LLC | |
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| By: | Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
[Signature Page to Consent and Reaffirmation of Grantors]
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| BLUE ENGINE MESSAGE & MEDIA, LLC | |
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| By: | Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| CFW GROUP LLC | |
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| By: | Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| COLUMBIA CAMPAIGN GROUP LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| CROSSROADS STRATEGIES, LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
[Signature Page to Consent and Reaffirmation of Grantors]
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| FORBES TATE PARTNERS LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| JDA FRONTLINE PARTNERS, LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| KP PUBLIC AFFAIRS LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| MULTISTATE ASSOCIATES, LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
[Signature Page to Consent and Reaffirmation of Grantors]
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| O’NEILL & PARTNERS, LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| CONCORDANT LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| LUCAS PUBLIC AFFAIRS, LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
[Signature Page to Consent and Reaffirmation of Grantors]
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| PPHC INTERNATIONAL US, LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | /s/ G. Stewart Hall | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| PPHC INTERNATIONAL LTD |
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| By: | /s/ G. Stewart Hall | |
| Name: G. Stewart Hall | |
| Title: Director | |
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| PAGEFIELD COMMUNICATIONS LIMITED |
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| By: | | |
| Name: Roeland Smits | |
| Title: Director | |
[Signature Page to Consent and Reaffirmation of Grantors]
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| PPHC INTERNATIONAL US, LLC | |
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| | By: Public Policy Holding Company. Inc., its General Manage | |
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| | | By: | | |
| | | | G. Stewart Hall | |
| | | | Chief Executive Officer | |
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| PPHC INTERNATIONAL LTD |
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| By: | | |
| Name: G. Stewart Hall | |
| Title: Director | |
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| PAGEFIELD COMMUNICATIONS LIMITED |
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| By: | /s/ Roeland Smits | |
| Name: Roeland Smits | |
| Title: Director | |
[Signature Page to Consent and Reaffirmation of Grantors]
October 8, 2025
Securities and Exchange Commission 100 F Street, N.E.
Washington, DC 20549
To Whom It May Concern:
We have read “Changes in and Disagreements with Accountants on Accounting and Financial Disclosure,” in the form attached hereto, from the draft registration statement on Form S-1 of Public Policy Holding Company, Inc., and we agree with the statements concerning our firm contained therein.
Very truly yours,
/s/ MN Blum, LLC
MN Blum, LLC
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Upon the recommendation of our audit committee, we engaged Forvis Mazars, LLP on July 13, 2024 as the Company’s independent external (statutory) auditors for the year ending December 31, 2024. In connection with this appointment, in July 2024, upon the recommendation of our audit committee, we terminated the engagement of MN Blum, LLC (“MN Blum”) as our component auditor and terminated the engagement of Crowe U.K. LLP (“Crowe UK”) as our statutory auditor for the year ended December 31, 2024.
Neither MN Blum nor Crowe UK prepared reports on our financial statements for the year ended December 31, 2024.
No report by MN Blum or Crowe UK on our financial statements for the years ended December 31, 2022 or 2023, or for any subsequent interim period, contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, and there were no disagreements with respect to any such period with MN Blum or Crowe UK on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of MN Blum or Crowe UK, respectively, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report for such period.
There were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K for such years and subsequent interim period through July 13, 2024.
During the fiscal years ended December 31, 2023 and 2022, and during the interim period through July 13, 2024, neither the Company nor anyone on its behalf consulted with Forvis Mazars, LLP regarding either (1) the application of accounting principles to a specific transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Forvis Mazars, LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (2) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
Exhibit 16.2
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7 October, 2025 | |
Crowe U.K. LLP Chartered Accountants Member of Crowe Global 2nd Floor 55 Ludgate Hill London EC4M 7JW, UK Tel +44 (0)20 7842 7100 Fax +44 (0)20 7583 1720 |
www.crowe.co.uk |
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Dear Securities and Exchange Commission:
We have been asked by Public Policy Holding Company, Inc. (“PPHC”) to write to you to state whether we agree with certain disclosures that we are informed that PPHC has filed with the SEC.
We hereby provide this letter to you, but we do so on the basis that we do not accept any liability or duty whatsoever to the SEC or to anyone else in relation to the provision or content of this letter.
We have been provided by PPHC with the text set out in the Appendix hereto, which we are informed is from Management's Discussion and Analysis of Financial Condition and Results of Operations in the draft registration statement on Form S-1 of PPHC.
We confirm that we agree with the following statements within that text that relate to our firm, Crowe U.K. LLP (“Crowe”):
1.Crowe’s role as auditor of PPHC was not renewed after completion of our FY23
audit.
2.Crowe did not prepare reports on PPHC’s financial statements for the year ended 31 December 2024.
3.No report by Crowe on PPHC’s financial statements for the years ended December 31, 2022 or 2023 contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, and there were no disagreements with respect to any such period with Crowe on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Crowe would have caused us to make reference to the subject matter of the disagreement(s) in connection with our report for such period.
4.Crowe was not aware during our audits of any “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K for the years ended December 31, 2022 or 2023.
Yours faithfully
/s/ Crowe U.K. LLP
Crowe U.K. LLP
Crowe U.K. LLP is a limited liability partnership registered in England and Wales with registered number OC307043. The registered office is at 2nd Floor, 55 Ludgate Hill, London EC4M 7JW. A list of the LLP’s members is available at the registered office. All insolvency practitioners in the firm are licensed in the UK by the Insolvency Practitioners Association. Crowe U.K. LLP is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a separate and independent legal entity. Crowe U.K. LLP and its affiliates are not responsible or liable for any acts or omissions of Crowe Global or any other member of Crowe Global.
Changes in and disagreements with accountants on accounting and financial disclosure
Upon the recommendation of our audit committee, we engaged Forvis Mazars, LLP on July 13, 2024 as the Company’s independent external (statutory) auditors for the year ending December 31, 2024. In connection with this appointment, in July 2024, upon the recommendation of our audit committee, we terminated the engagement of MN Blum, LLC (“MN Blum”) as our component auditor and terminated the engagement of Crowe U.K. LLP (“Crowe UK”) as our statutory auditor for the year ended December 31, 2024.
Neither MN Blum nor Crowe UK prepared reports on our financial statements for the year ended December 31, 2024.
No report by MN Blum or Crowe UK on our financial statements for the years ended December 31, 2022 or 2023, or for any subsequent interim period, contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, and there were no disagreements with respect to any such period with MN Blum or Crowe UK on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of MN Blum or Crowe UK, respectively, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report for such period.
There were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K for such years and subsequent interim period through July 13, 2024.
In accordance with Item 304(a)(3) of Regulation S-K, we have provided MN Blum and Crowe UK with a copy of this prospectus and requested that each of MN Blum and Crowe UK furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the statements made herein.
During the fiscal years ended December 31, 2023 and 2022, and during the interim period through July 13, 2024, neither the Company nor anyone on its behalf consulted with Forvis Mazars, LLP regarding either (1) the application of accounting principles to a specific transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Forvis Mazars, LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (2) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
List of subsidiaries of Public Policy Holding Company, Inc.
The following are the subsidiaries of Public Policy Holding Company, Inc. as of August 15, 2025, excluding certain subsidiaries which are not, alone or in the aggregate, significant subsidiaries as defined in Rule 1-02(w) of Regulation S-X :
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Name of Subsidiary | | Jurisdiction of Incorporation | | Equity interest (%) |
Crossroads Strategies, LLC | | Delaware | | 100 |
Forbes Tate Partners LLC | | Delaware | | 100 |
Blue Engine Message & Media, LLC (doing business as Seven Letter) | | Delaware | | 100 |
O’Neill & Partners, LLC (doing business as O’Neill & Associates) | | Delaware | | 100 |
Alpine Group Partners, LLC | | Delaware | | 100 |
KP Public Affairs LLC | | Delaware | | 100 |
MultiState Associates, LLC | | Delaware | | 100 |
Concordant LLC | | Delaware | | 100 |
Lucas Public Affairs, LLC | | Delaware | | 100 |
Pagefield Communications Limited | | United Kingdom | | 100 |
TrailRunner International, LLC | | Delaware | | 100 |
Pine Cove Strategies, LLC | | Delaware | | 100 |
Consent to be Named as a Director Appointee
In connection with the filing by Public Policy Holding Company, Inc. (the “Company”) of a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a person appointed to the board of directors of the Company with such appointment to be effective immediately prior to the initial listing of the Company’s common stock on Nasdaq. I also consent to the filing of this consent as an exhibit to such registration statement and any amendments thereto.
Dated: October 10, 2025
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| /s/ Charles D. Brown | |
| Name: Charles D. Brown | |
Consent to be Named as a Director Appointee
In connection with the filing by Public Policy Holding Company, Inc. (the “Company”) of a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a person appointed to the board of directors of the Company with such appointment to be effective immediately prior to the initial listing of the Company’s common stock on Nasdaq. I also consent to the filing of this consent as an exhibit to such registration statement and any amendments thereto.
Dated: October 10, 2025
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| /s/ Kathleen L Casey | |
| Name: Kathleen L. Casey | |
Consent of Independent Registered Public Accounting Firm
We consent to the inclusion in this Registration Statement on Form S-1 of Public Policy Holding Company, Inc. for the registration of the initial public offering of common stock of our report dated June 6, 2025, (except for a) the determination of earnings per share in the Consolidated Statements of Operations and Comprehensive Loss and the presentation of share counts in the Consolidated Statements of Stockholders’ Equity as discussed in Notes 1 and Note 12, and the subsequent events discussed in Note 13 as to which the date is September 3, 2025; and b) the effects of the reverse stock split discussed in Note 1 as to which the date is October 10, 2025), with respect to the consolidated financial statements of Public Policy Holding Company, Inc. for the year ended December 31, 2024 included in this Registration Statement. We also consent to the reference to our firm under the caption “Experts” in this Registration Statement.
/s/ Forvis Mazars, LLP
Tysons, Virginia
October 10, 2025
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement on Form S-1 of our report dated May 14, 2025, relating to the financial statements of Public Policy Holding Company, Inc. and subsidiaries for the year ended December 31, 2023. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
| | |
| /s/ MN Blum LLC |
| MN Blum LLC |
| Rockville, Maryland |
|
| October 8, 2025 |
