--000000000000fb23cf0627d53530 Content-Type: multipart/alternative; boundary="000000000000fb23cc0627d5352f" --000000000000fb23cc0627d5352f Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Hi Hope all is well. Also if you are creating a new entity we are most likely going to need a new tax ID number as well as a new BL number. Thank you *Michael Jichetti* Head of Tax Email: Michael.Jichetti@thekey.com [image: TheKey] On Tue, Nov 26, 2024 at 1:37=E2=80=AFPM Geraldine Nath wrote: > Tammi: > > > > A meeting early next week to plan will be great. *I=E2=80=99ll be on poi= nt to > work with all the finance teams to assess the impacts*. To your > questions: > > > > - None of the operating entities have commercial financing or other > loans. That said they do have amounts owed internally to/from each ot= her > as well as U.S. TheKey entities. We can handle collapsing this from a= n > accounting perspective. Not sure if the attorney needs to know more, = let > me know. > > > > *gerri nath* > > Chief Accounting Officer, TheKey > > Mobile: 561-879-0132 > > > > > > *From:* Tammi Franzese > *Sent:* Tuesday, November 26, 2024 11:27 AM > *To:* Geraldine Nath ; Nina Kani nkani@thekey.com> > *Cc:* Nina Kani ; Michael Jichetti michael.jichetti@thekey.com>; Natalie Cahoone ; > Timothy Thomas ; Steve Koyanagi > *Subject:* Re: Collapsing Canadian Entities? PRIVILEGED AND CONFIDENTIAL > > > > Hi Gerri, > > > > Here's the update - > > > > Outside counsel is targeting completion for 12/31/24. Some of the timing > depends on different provincial governments, but they think it's possible= . > If he thinks it'll be delayed, our attorney will advise right away. > > > > @Nina Kani @Geraldine Nath = @Timothy > Thomas Below are some tasks and questions. (We need to > reply to our attorney asap on these to meet this target date) > > > > THEKEY REBRAND FOR ALL CAN. ENTITIES - > > This amalgamation will be an opportunity to implement the long-overdue > rebrand for HCA in Canada. As you know, some of the Canadian entities hav= e > =E2=80=9CTheKey=E2=80=9D DBAs, although many of the legal names remain as= sociated with HCA. *If > you would like to rebrand the consolidated operating entity under =E2=80= =9CTheKey=E2=80=9D > banner, can you please provide three names for us to submit for > reservation?* I would suggest something along the lines of =E2=80=9CTheKe= y Care > Ltd.=E2=80=9D as the primary choice. The second choice could be =E2=80=9C= TheKey Care Canada > Ltd.=E2=80=9D. Etc. *Please confirm.* > > > - @Nina Kani * Do you agree with counsel's proposed > rebrand names? Any others you would prefer?* > > TIM'S AVAILABILITY IN DECEMBER - > > We will also need *Tim @Timothy Thomas to be available > the month of December to sign affidavits of amalgamation. He will need to > visit a local notary or lawyer to swear these documents. *The affidavits > largely confirm that no creditor will be prejudiced by the amalgamation. > > > - @Timothy Thomas * Please let us know if this will be > an issue.* > > COMMERCIAL FINANCING OR OTHER LOANS - > > Do any of the operating entities have commercial financing or other > loans? If so, we will need to consider how to deal with competing loans > between separate operating entities. > > > - @Geraldine Nath *Please advise.* > > OTHER UPDATES TO VARIOUS BUSINESS ACCOUNTS - > > Finally, please consider what updates TheKey will need to make to the > various business accounts (i.e. tax, employee, business licences, etc.) t= o > reflect the new name of the entity. I recommend this process be started > ASAP so that your team can make the necessary updates and provide the > required approvals upon amalgamation. Your external accounting team will > also need to be advised of the planned amalgamation. > > > - @Michael Jichetti @Geraldine Nath > Please let us know of other updates and > update TheKey's external accounting team. > > > All, let me know if anyone else needs to be looped in, and *I'll be glad > to add them to the email so that privilege will be maintained.* > > > > I suggest having a meeting early next week to make sure we have everythin= g > covered. I'll send out invitations next. (If you feel this isn't necessar= y, > let me know.) > > > > Thank you. > > > > *Sincerely,* > > *Tammi Franzese* > > Senior Corporate Paralegal | > *T