Re: Holdback payment in May - URGENT (Canada - Waterloo & Oakville)

From
Steve Koyanagi <skoyanagi@thekey.com>
To
Kate Goodrich <kate.goodrich@thekey.com>
CC
Paul Kahn <paul.kahn@thekey.com>, Laszlo Kovacs <laszlo.kovacs@thekey.com>, Rebecca Ng <rebecca.ng@thekey.com>, Geraldine Nath <geraldine.nath@thekey.com>, Timothy Thomas <tt@thekey.com>, Nina Kani <nkani@thekey.com>, Brian Fialko <brian.fialko@thekey.com>
Date
Mon, 13 May 2024 09:23:10 -0700
Folder
INBOX
$160k CAD is the amount. There is another 160k CAD payment owed in a year
less any indemnity amounts.

As far as how to make it out, can we follow the same protocol as the
5/16/23 payment?

Let me know if you need more info. Thanks.

On Mon, May 13, 2024 at 9:18 AM Kate Goodrich <kate.goodrich@thekey.com>
wrote:

> In order to make this payment, I need someone to please confirm the exact
> amount to be sent and to whom. Is it *$160,000.00 CAD* sent to *Angie and
> Matt Kunnath* jointly? I will request payment instructions from them at
> the contact listed in this thread - are there any others with payments
> related to this?
>
> On Fri, May 3, 2024 at 11:15 AM Paul Kahn <paul.kahn@thekey.com> wrote:
>
>> approved
>>
>> On Fri, May 3, 2024 at 9:57 AM Laszlo Kovacs <laszlo.kovacs@thekey.com>
>> wrote:
>>
>>> Ok- Thanks all. We will get a wire setup for Monday (the 6th) to get
>>> the payment out for this year.  (Paul – Can you please approve)
>>>
>>>
>>>
>>> Kate – Can you please check if we have the payment instructions for this
>>> one in the Treasury folder? If not, we’ll need to reach out to Anjana, Matt
>>> & Angie for clarity on if this is one payment or multiple and what the
>>> payment instructions should be.
>>>
>>>
>>>
>>> Thanks,
>>>
>>>
>>>
>>> *From:* Rebecca Ng <rebecca.ng@thekey.com>
>>> *Sent:* Thursday, May 2, 2024 6:40 PM
>>> *To:* Geraldine Nath <geraldine.nath@thekey.com>
>>> *Cc:* Steve Koyanagi <skoyanagi@thekey.com>; Timothy Thomas <
>>> tt@thekey.com>; Kate Goodrich <kate.goodrich@thekey.com>; Laszlo Kovacs
>>> <laszlo.kovacs@thekey.com>; Nina Kani <nkani@thekey.com>;
>>> brian.fialko@thekey.com
>>> *Subject:* Re: Holdback payment in May - URGENT (Canada - Waterloo &
>>> Oakville)
>>>
>>>
>>>
>>> Payment of $135,068.84 CAD was made on 05/16/2023. There was $24,931.16
>>> CAD deducted from 2023 $160k CAD payment for pre-close royalties payables
>>> per Lucas' notes.
>>>
>>>
>>>
>>> We have $320k CAD accrued in GL account 210200-Escrow in HCA Canada
>>> subsidiary/location ($160k CAD for 2024 and $160k CAD for 2025).
>>>
>>>
>>>
>>>
>>>
>>> Thank you,
>>>
>>>
>>>
>>> Rebecca
>>>
>>>
>>>
>>> On Thu, May 2, 2024 at 4:16 PM Geraldine Nath <geraldine.nath@thekey.com>
>>> wrote:
>>>
>>> All:
>>>
>>>
>>>
>>> Looping in Rebecca who handles the accounting for this.  Rebecca, can
>>> you answer the questions below?
>>>
>>>
>>>
>>> *gerri nath*
>>>
>>> Chief Accounting Officer, TheKey
>>>
>>> Mobile: 561-879-0132
>>>
>>>
>>>
>>>
>>>
>>> *From:* Steve Koyanagi <skoyanagi@thekey.com>
>>> *Sent:* Thursday, May 2, 2024 3:05 PM
>>> *To:* Timothy Thomas <tt@thekey.com>
>>> *Cc:* Geraldine Nath <geraldine.nath@thekey.com>; Kate Goodrich <
>>> kate.goodrich@thekey.com>; Laszlo Kovacs <laszlo.kovacs@thekey.com>;
>>> Nina Kani <nkani@thekey.com>
>>> *Subject:* Re: Holdback payment in May - URGENT (Canada - Waterloo &
>>> Oakville)
>>>
>>>
>>>
>>> Hi Team,
>>>
>>>
>>>
>>> I reviewed the share purchase agreement ("SPA") and here is the
>>> background. This deal closed on 3/23/22 and as part of the transaction 480k
>>> of the purchase price was held back to account for indemnity claims.
>>>
>>>
>>>
>>> On an annual basis for 3 years post-close, we are required to pay back
>>> 1/3 of the holdback amount (160k) within 45 days of the closing date
>>> anniversary.  This means we should have paid 160k back to the Seller in May
>>> 2023. Can you confirm this was done?
>>>
>>>
>>>
>>> Legal is not aware of any indemnity claims so this means 160k would be
>>> due on 5/6/24.  Was this previously accrued? I know Kirk (and Lucas on his
>>> deals) would usually work with the finance team.
>>>
>>>
>>>
>>> If helpful, happy to jump on a call to discuss further.
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>> On Thu, May 2, 2024 at 7:52 AM Steve Koyanagi <skoyanagi@thekey.com>
>>> wrote:
>>>
>>> I’ll research and circle back asap.
>>>
>>>
>>>
>>> FYI this is the first I’ve heard about it as they did not reach out to
>>> me.
>>>
>>>
>>> *Steve Koyanagi *
>>>
>>> Assistant General Counsel
>>>
>>> *Please note my email has changed: *
>>>
>>> skoyanagi@thekey.com <https://brand.thekey.com/esg/skoyanagi@thekey.com>
>>>
>>> 650-722-6476
>>>
>>> *TheKey.com <https://www.thekey.com/>*
>>>
>>> [image: TheKey] <https://homecareassistance.com/>
>>>
>>>
>>>
>>>
>>>
>>> On Thu, May 2, 2024 at 7:43 AM Timothy Thomas <tt@thekey.com> wrote:
>>>
>>> Hi Kate,
>>>
>>>
>>>
>>> Unfortunately I wasn't involved in their acquisition, nor do I have
>>> access to their purchase agreement.
>>>
>>>
>>> @Steve Koyanagi <skoyanagi@thekey.com> Can you comment on a holdback
>>> payment due for our purchase of Arya Healthy Living Inc and Arya Health
>>> Living Oakville Inc?
>>>
>>>
>>>
>>> On Thu, May 2, 2024 at 10:26 AM Kate Goodrich <kate.goodrich@thekey.com>
>>> wrote:
>>>
>>> Good morning Tim,
>>>
>>>
>>>
>>> Please see email thread below - the previous owners of Waterloo and
>>> Oaville are inquiring about a holdback payment for 2024 they say is due May
>>> 15. Apparently they were working with Ethan originally and then Kirk Hayes.
>>> I'm not aware of what this is/how to proceed. Can you advise?
>>>
>>>
>>>
>>> Thanks,
>>>
>>> Kate
>>>
>>>
>>>
>>> ---------- Forwarded message ---------
>>> From: *Anjana Kunnath* <anj.kunnath@gmail.com>
>>> Date: Thu, May 2, 2024 at 10:13 AM
>>> Subject: Re: Holdback payment in May - URGENT (Canada - Waterloo &
>>> Oakville)
>>> To: Madhu Vijayan <madhu.vijayan@outlook.com>
>>> Cc: geraldine.nath@thekey.com <geraldine.nath@thekey.com>,
>>> kate.goodrich@thekey.com <kate.goodrich@thekey.com>
>>>
>>>
>>>
>>> Hello Gerri and Kate,
>>>
>>>
>>>
>>> Following up on the below email. It’s imperative we connect before the
>>> due date (May 15)of the holdback payment for 2024. If this does not fall
>>> under your purview, please redirect us to the treasurer of The Key. Our
>>> contact was Ethan Stein and then Kirk Hayes after Ethan’s departure.
>>>
>>>
>>>
>>> We have left voicemail in this regard and reached out to Steve Koyangi
>>> as well. Unfortunately, there has been no response from The Key.
>>>
>>>
>>>
>>> I cannot stress the urgency of this matter. We do not want to involve
>>> legal counsel unless required.
>>>
>>>
>>>
>>> Regards,
>>>
>>> Angie Kunnath
>>>
>>> 519 590 2792
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>> On Mon, Apr 22, 2024 at 1:50 PM Madhu Vijayan <madhu.vijayan@outlook.com>
>>> wrote:
>>>
>>> Hello Gerri, Kate,
>>>
>>>
>>>
>>> I hope all is well with you. I had a bounce back on this email to Kirk
>>> Hayes. Can you please guide me on who should I connect regarding a payment
>>> from The Key for 2024, as part of our holdback from 2022 acquisition of
>>> Home Care Assistance Waterloo and Home Care Assistance Oakville? The
>>> scheduled payments as per the Sale Purchase Agreement are in the month of
>>> May of 2023, 2024 and 2025.
>>>
>>>
>>>
>>> Thank you, kindly,
>>>
>>>
>>>
>>> Matt & Angie
>>>
>>> Direct: 647-992-0224
>>>
>>>
>>>
>>> Begin forwarded message:
>>>
>>>
>>>
>>> *From: *Madhu Vijayan <madhu.vijayan@outlook.com>
>>>
>>> *Subject: **Holdback payment in May*
>>>
>>> *Date: *April 19, 2024 at 12:44:22 PM EDT
>>>
>>> *To: *Kirk Hayes <khayes@thekey.com>
>>>
>>> *Cc: *Angie Kunnath <anj.kunnath@gmail.com>
>>>
>>>
>>>
>>> Hello Kirk,
>>>
>>> I hope all is well with you. I was wondering when would the holdback
>>> payment from our 2022 transaction, be released in the month of May?
>>>
>>> Thank you,
>>>
>>> Matt Vijayan
>>> Angie Kunnath
>>> Previous owners of Home Care Assistance Waterloo & Oakville
>>>
>>>
>>>
>>>
>>>
>>>
>>> --
>>>
>>> *Tim Thomas*
>>>
>>> Head of Canada Division
>>>
>>> *Please note my email has changed:*
>>>
>>> tt@TheKey.com <tt@thekey.com>
>>>
>>> (514) 591-9387
>>>
>>> *TheKey.ca <https://www.thekey.ca/>*
>>>
>>> [image: TheKey] <https://www.thekey.com/>
>>>
>>>
>>>
>>>

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