Contract analysis

1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding under 28 U.S.C. § 157(b)(2)(A) (matters concerning the administration of the estate), (D) (orders to turn over property of the estate), (M) (orders approving the use or lease of property, including use of cash collateral), and (O) (other proceedings affecting the liquidation of the assets of the estate or

2. Venue is proper in this District under 28 U.S.C. §§ 1408 and 1409. The Debtor's principal place of business and corporate headquarters are located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa, which is within the Northern District of Iowa. The Debtor has maintained its principal place of business at this location for the greater part of the 180-day period preceding the Petition Date, and the Debtor's primary man

3. The statutory predicates for the relief requested herein are Sections 105, 361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3), 364(d), and 507 of the Bankruptcy Code, together with Bankruptcy Rules 2002, 4001(b), 4001(c), and 9014.

II. BACKGROUND A. The Debtor's Business and Operations

4. Greenfield Agricultural Partners LLC is an Iowa limited liability company duly formed and existing under the laws of the State of Iowa. The Debtor's registered agent is Capitol Registered Agents Inc., located at 400 E. Court Avenue, Suite 200, Des Moines, Iowa 50309. The Debtor was originally formed in 2003 and has operated continuously in the agricultural chemicals industry for over two decades.

5. The Debtor manufactures and distributes specialty agricultural chemicals, including herbicides, fungicides, adjuvants, and seed treatments, serving the agricultural sector across a twelve-state region encompassing the Midwest and Mid-South. The Debtor's products are formulated, manufactured, and packaged at its three manufacturing facilities and distributed through its network of fourteen regional distribution cen

6. The Debtor operates the following manufacturing facilities: (a) Cedar Falls, Iowa (1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613) — This facility serves as the Debtor's corporate headquarters and primary manufacturing plant. The Cedar Falls facility encompasses approximately 320,000 square feet of manufacturing, formulation, and warehouse space on a 45-acre campus. The facility operates three herbicide formula

7. In addition to its manufacturing facilities, the Debtor operates fourteen regional distribution centers across the Midwest and Mid-South, strategically positioned to ensure timely delivery of products to customers during the critical application windows of the growing season. The Debtor also operates a 640-acre research and development farm located at 4500 University Boulevard, Ames, Iowa 50010, where the Debtor c

8. As of the Petition Date, the Debtor employed approximately 2,300 individuals across all locations, including approximately 720 employees classified as direct manufacturing and formulation personnel, approximately 480 employees in logistics and distribution, approximately 340 employees in sales and marketing, approximately 180 employees in research and development, and the balance in administrative, finance, regula

9. The Debtor's business is inherently seasonal in nature, with peak sales concentrated in the second and third fiscal quarters (April through September), corresponding to the spring planting and application season and the full summer growing season. The timing of this Chapter 11 case is particularly significant because the Debtor filed its petition during the heart of the spring application season. Any interruption

10. The Debtor's flagship herbicide product is ClearGuard XR, a proprietary post-emergent herbicide formulation designed for use in corn and soybean production. ClearGuard XR has historically accounted for approximately 28% of the Debtor's total annual revenue. As discussed further below, the EPA's delay in completing the re-registration review of ClearGuard XR has created significant uncertainty among distributors a

11. On May 15, 2025, the Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code, commencing the above-captioned case. This is a single-entity filing; Greenfield Agricultural Partners LLC is the sole debtor in this case. The Debtor has no subsidiary entities that are debtors in this proceeding at this time.

12. The Debtor continues to operate its business and manage its properties as debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or official committee of unsecured creditors has been appointed in this case as of the date of this Motion, although the Debtor anticipates that the United States Trustee will seek to form an official committee of unsecured creditors in

13. The Debtor's management team consists of the following individuals, each of whom continues to serve in his or her respective capacity: (a) Derek Calloway — Chief Executive Officer and Manager. Mr. Calloway has served as CEO since 2018 and has over 25 years of experience in the agricultural chemicals industry. (b) Patricia Langford — Chief Financial Officer. Ms. Langford has served as CFO since 2020 and oversees a

14. The Debtor's Chapter 11 filing was the product of a series of compounding operational, financial, and regulatory pressures that collectively rendered the Debtor's pre-petition capital structure unsustainable.

15. Operational Pressures. The 2024 growing season was marked by severe drought conditions across the Debtor's primary service territory, particularly in Iowa, Illinois, Indiana, and Missouri. The drought significantly depressed demand for crop protection chemicals, as farmers reduced input spending in anticipation of lower yields and reduced profitability. At the same time, commodity prices for corn and soybeans dec

16. FY 2024 Financial Performance. For the fiscal year ended December 31, 2024, the Debtor reported revenue of $612.4 million and EBITDA of $38.7 million. The Debtor's last-twelve-months ("LTM") Adjusted EBITDA, as calculated pursuant to the definitions set forth in the First Lien Term Loan credit agreement, was $37.7 million. These results were substantially below the Debtor's internal budget and the performance lev

17. Leverage Covenant Breach. As of December 31, 2024, the Debtor's Total Net Leverage Ratio under the First Lien Term Loan credit agreement tested at approximately 9.82x, calculated as follows: total funded debt of $382.3 million ($310.0 million First Lien Term Loan plus $72.3 million ABL Revolver drawn balance), less cash on hand of $11.8 million, yielding net funded debt of $370.5 million, divided by LTM Adjusted

18. Forbearance Agreement. On January 31, 2025, Prairie State Bank, National Association, in its capacity as administrative agent under the First Lien Term Loan credit agreement (the "First Lien Agent"), entered into a Forbearance Agreement with the Debtor. Pursuant to the Forbearance Agreement, the First Lien Agent and the requisite percentage of First Lien Lenders agreed to forbear from exercising remedies with res

19. Missed Interest Payment on Senior Unsecured Notes. On March 15, 2025, the Debtor was required to make its semi-annual interest payment on the $84.2 million Senior Unsecured Notes (bearing interest at a fixed rate of 9.50% per annum, due March 2027, with Meridian Trust Company serving as Indenture Trustee). The total interest payment due was $3,999,500 (calculated as $84,200,000 × 9.50% ÷ 2). Due to acute liquidit

20. Cedar Falls Plant Capital Expenditure. In the first quarter of 2025, the Debtor undertook a critical compressor overhaul at the Cedar Falls manufacturing plant at a total cost of $4.2 million. The compressor system is essential to the operation of the herbicide formulation lines at the Cedar Falls facility, and the overhaul was necessary to maintain continuous production capability. Due to cash flow constraints,

21. Critical Vendor Exposure. As of the Petition Date, the Debtor's top five chemical raw material suppliers were owed an aggregate of approximately $9.4 million in pre-petition trade payables. These suppliers provide essential active ingredients and formulation components without which the Debtor cannot manufacture its products. The Debtor's management team has been in active discussions with each of these suppliers

22. The combination of the leverage covenant default, the expiration of the Forbearance Agreement on May 1, 2025, the uncured default under the Senior Unsecured Notes Indenture, and the imminent threat of lender enforcement action, together with the Debtor's critical liquidity shortfall, precipitated the filing of this Chapter 11 case on the Petition Date. D. Pre-Petition Capital Structure

23. As of the Petition Date, the Debtor's capital structure consisted of the following funded debt obligations:

24. First Lien Term Loan. • Agent: Prairie State Bank, National Association, as administrative agent and collateral agent (500 Main Street, Suite 1200, Kansas City, Missouri 64105). • Outstanding Principal: $310,000,000. • Original Closing Date: November 2021. • Maturity Date: November 2026. • Interest Rate: Secured Overnight Financing Rate ("SOFR") plus 450 basis points (4.50%). • Security: First-priority lien on su

25. ABL Revolver. • Agent: Prairie State Bank, National Association, as administrative agent. • Participating Banks: Hawthorn National Bank and Northland Savings Bank, F.S.B. • Total Commitment: $95,000,000. • Outstanding Drawn Amount: $72,300,000. • Original Closing Date: March 2023. • Maturity Date: May 2026. • Interest Rate: SOFR plus 275 basis points (2.75%). • Security: First-priority lien on accounts receivable

26. Senior Unsecured Notes. • Indenture Trustee: Meridian Trust Company (101 Park Avenue, 20th Floor, New York, New York 10178). • Outstanding Principal: $84,200,000. • Issuance Date: March 2024. • Maturity Date: March 2027. • Interest Rate: 9.50% fixed rate, payable semi-annually on March 15 and September 15. • Security: Unsecured.

27. Trade and Other Unsecured Claims. As of the Petition Date, the Debtor estimates that it owes approximately $22,700,000 in trade payables and other unsecured obligations, including amounts owed to raw material suppliers, logistics providers, utilities, professional services firms, and other general unsecured creditors.

28. The Debtor's total funded debt as of the Petition Date is approximately $489,200,000, summarized as follows:

29. Cash on hand at the Petition Date was $11,800,000. The Debtor's management and its financial advisor, Claridge Advisory Group LLC, estimate the Debtor's enterprise value at a mid-point range of $280 million to $340 million, based on a combination of comparable company analysis, precedent transaction analysis, and discounted cash flow analysis. The Bellwether Valuation Services Inc. appraisal of real property, equ

30. The Debtor has retained or is in the process of retaining the following professionals to assist with the administration of this Chapter 11 case: (a) Debtor's Bankruptcy Counsel: Calderwood & Harkness LLP. The engagement team consists of Nathaniel Bower (Responsible Partner, Bankruptcy & Restructuring), Colette Whitman (Billing Partner, Bankruptcy & Restructuring), Gabrielle Moss (Lead Associate, Bankruptcy & Rest

III. THE DIP FACILITY A. The DIP Marketing Process and Selection of the DIP Lenders

31. Prior to the Petition Date, the Debtor, with the assistance of its financial advisor, Claridge Advisory Group LLC, conducted a thorough process to identify and evaluate potential sources of debtor-in-possession financing. Claridge Advisory Group LLC has extensive experience in distressed financing transactions in the agricultural, industrial, and specialty chemical sectors, and brought to bear its market knowledg

32. Beginning in early April 2025, Claridge Advisory contacted approximately twelve potential DIP financing sources, including commercial banks, direct lending funds, distressed debt funds, and specialty finance companies. Of these, five institutions executed non-disclosure agreements and received access to a virtual data room containing the Debtor's financial projections, historical financial statements, asset appra

33. First, the Debtor received an indicative standalone proposal from Ridgeline Opportunity Fund III LP for a DIP facility in the amount of $125,000,000, bearing interest at SOFR plus 900 basis points, with a SOFR floor of 4.50%, a closing fee of 2.50%, and more restrictive milestone deadlines, including a requirement that the Debtor file a plan of reorganization or Section 363 sale motion within 120 days of the Peti

34. Second, the Debtor received the syndicate proposal led by Ironclad Capital Partners LP, in which Ironclad, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC proposed a DIP facility in the amount of $175,000,000, bearing interest at SOFR plus 850 basis points, with a SOFR floor of 4.00%, a closing fee of 2.00%, and milestone deadlines that the Debtor's management and advisors considered more a

35. After careful evaluation of both proposals, considering facility size, pricing (including all-in cost of funds), covenant flexibility, milestone timing, lender experience, and certainty of execution, the Debtor determined, with the concurrence of Claridge Advisory Group LLC, that the Ironclad-led syndicate proposal represented the best available financing on the most favorable terms reasonably obtainable. The Iro

36. Nolan Ashworth, Managing Director of Claridge Advisory Group LLC, will provide detailed testimony in his Declaration (filed separately as Exhibit D) supporting the reasonableness and necessity of the DIP terms and confirming that the Ironclad-led syndicate proposal represents the best available financing for the Debtor's estate. B. The DIP Parties

37. The parties to the DIP Credit Agreement are as follows:

38. Borrower: Greenfield Agricultural Partners LLC, as debtor and debtor-in-possession.

39. Administrative Agent and Lead Arranger: Ironclad Capital Partners LP, a Delaware limited partnership with offices at 600 Lexington Avenue, 34th Floor, New York, New York 10022. Ironclad Capital Partners LP is a credit-focused alternative investment firm with approximately $8.2 billion in assets under management, specializing in distressed debt, special situations, and debtor-in-possession lending across the indus

40. Co-Lender: Ridgeline Opportunity Fund III LP, a Delaware limited partnership with offices at 200 S. Wacker Drive, Suite 2900, Chicago, Illinois 60606. The Ridgeline contact for this transaction is Samuel Ostrowski (Managing Director, Special Situations). Ridgeline is committing $50,000,000, representing 28.57% of the total DIP Facility.

41. Co-Lender: Bramblewood Credit Advisors LLC, a Delaware limited liability company with offices at 100 Federal Street, Suite 3100, Boston, Massachusetts 02110. The Bramblewood contact for this transaction is Christine Morel (Principal). Bramblewood is committing $25,000,000, representing 14.29% of the total DIP Facility.

42. Collateral Agent: Meridian Trust Company, a New York trust company with offices at 101 Park Avenue, 20th Floor, New York, New York 10178. The Meridian contact for this transaction is Robert Fennimore (Vice President, Corporate Trust). Meridian Trust Company also serves as the Indenture Trustee for the Debtor's pre-petition Senior Unsecured Notes; Meridian has represented that it has implemented appropriate inform

43. Counsel to DIP Agent and DIP Lenders: Harmon & Keach LLP, 51 West 52nd Street, New York, New York 10019. The Harmon & Keach team consists of Richard Yeung (Partner, lead counsel) and Laura Brennan (Senior Associate). C. Summary of Material Terms of the DIP Credit Agreement

44. The following is a summary of the material terms of the DIP Credit Agreement, dated as of May 22, 2025 (the anticipated date of entry of the Interim Order), a copy of which is attached as Exhibit B to the Proposed Interim Order. This summary is qualified in its entirety by reference to the DIP Credit Agreement, and in the event of any conflict between this summary and the terms of the DIP Credit Agreement, the DI

45. Facility Type. Senior secured superpriority revolving credit facility.

46. Facility Size. $175,000,000 in aggregate commitments, allocated among the DIP Lenders as follows:

47. Interest Rate. SOFR plus 850 basis points (8.50%) per annum, calculated on the basis of a 360-day year for actual days elapsed. The DIP Credit Agreement provides for a SOFR floor of 4.00%, resulting in an effective minimum all-in interest rate of 12.50% (4.00% floor plus 8.50% spread). Upon the occurrence and during the continuance of an Event of Default, the interest rate shall increase by an additional 200 basi

48. Fees. (a) Closing Fee: 2.00% of total commitments, equal to $3,500,000, earned in full upon entry of the Interim Order and payable from the initial DIP draw. (b) Unused Line Fee: 0.50% per annum on the average daily undrawn portion of the DIP commitments, payable quarterly in arrears. (c) Exit Fee: 1.00% of aggregate commitments, equal to $1,750,000, payable upon the earlier of maturity, termination, or repayment

49. Interim Draw. Upon entry of the Interim Order, the Debtor shall be authorized to draw up to $80,000,000 under the DIP Facility to fund immediate operational needs, professional fees, and other purposes permitted by the DIP Orders and the DIP Budget.

50. Final Draw. Upon entry of the Final Order, the remaining $95,000,000 in availability under the DIP Facility shall become accessible to the Debtor, subject to satisfaction of the applicable conditions precedent set forth in the DIP Credit Agreement.

51. Maturity. The DIP Facility shall mature on the earliest of: (a) twelve (12) months from the Petition Date (i.e., May 15, 2026); (b) the effective date of a confirmed plan of reorganization in this Chapter 11 case; (c) the consummation of a sale of substantially all of the Debtor's assets under Section 363 of the Bankruptcy Code; or (d) the occurrence of an Event of Default that has not been waived by the requisit

52. Use of Proceeds. The proceeds of the DIP Facility shall be used for the following purposes, as set forth in the DIP Budget: (a) working capital and general corporate purposes of the Debtor in the ordinary course of business; (b) payment of costs of administration of this Chapter 11 case, including professional fees and expenses of the Debtor's retained professionals and any official committee; (c) adequate protec

53. Roll-Up. As a condition of the ABL Revolver lenders' consent to the DIP Facility and to priming, $20,000,000 of pre-petition ABL Revolver obligations owed to Prairie State Bank, N.A., Hawthorn National Bank, and Northland Savings Bank, F.S.B. shall be "rolled up" into the DIP Facility and treated as DIP obligations bearing the same interest rate, priority, and security as all other DIP obligations. The roll-up sh

54. The DIP Facility is secured and prioritized as follows:

55. Superpriority Administrative Expense Claim. Pursuant to Section 364(c)(1) of the Bankruptcy Code, all DIP obligations shall constitute allowed superpriority administrative expense claims against the Debtor's estate, with priority over all administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code, subject only to the Carve-Out (as defined below). The DIP superpriority claim

56. First-Priority Priming Liens. Pursuant to Section 364(d) of the Bankruptcy Code, all DIP obligations shall be secured by first-priority priming liens on all pre-petition collateral, priming the existing liens of Prairie State Bank, N.A., in its capacity as First Lien Agent under the First Lien Term Loan credit agreement and as Agent under the ABL Revolver credit agreement, and the liens of any other pre-petition

57. First-Priority Lien on Unencumbered Assets. Pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, all DIP obligations shall be secured by first-priority liens on all assets of the Debtor that were not subject to valid, perfected liens as of the Petition Date, including any property acquired by the estate after the Petition Date, all proceeds and products thereof, and all post-petition assets of eve