FR EA

Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / closing-checklist-draft.xlsx
closing-checklist-draft.xlsx
1020-00003 · 10 clauses
High · 0 Medium · 3 Standard · 4
I. | TRANSACTION AGREEMENTS Medium
⚑ Notice / time limit to track
I. | TRANSACTION AGREEMENTS 1 | Transaction Agreements | Indenture (executed) | Indenture between Greenfield Agricultural Partners LLC, as Issuer, and Heartland Trust Company, National Association, as Trustee, governing $30,000,000 aggregate principal amount of Senior Unsecured Notes due June 30, 2027. Final draft: v.6 dated June 15, 2022. Governed by New York law. | Calderwood & Harkness LLP / Heartland Trust Compan
II. | OPINIONS AND NEGATIVE ASSURANCE LETTERS Medium
⚑ Liability cap to check against exposure
II. | OPINIONS AND NEGATIVE ASSURANCE LETTERS 4 | Opinions / Letters | C&H Legal Opinion to Ridgeline Securities LLC | Legal opinion of Calderwood & Harkness LLP, as issuer's counsel, addressed to Ridgeline Securities LLC, covering due authorization, valid issuance, enforceability of Notes and Indenture, no conflicts, Securities Act exemption under Section 4(a)(2) / Rule 144A, and New York law matters. | Calderwood &
III. | CERTIFICATES AND CORPORATE DOCUMENTS
III. | CERTIFICATES AND CORPORATE DOCUMENTS 7 | Certificates / Corporate | Secretary's / Officer's Certificate | Closing certificate executed by Douglas Evanston, General Counsel & Corporate Secretary of GAP, certifying: (i) board of managers resolutions authorizing the offering, execution of Indenture, Purchase Agreement, Registration Rights Agreement, and issuance of Notes (max authorized coupon 10.250%); (ii) incu
IV. | AUDITOR DELIVERABLES
IV. | AUDITOR DELIVERABLES 11 | Auditor | Clarendon Harris & Co. LLP Comfort Letter | Comfort letter from Clarendon Harris & Co. LLP, independent auditor, addressed to Ridgeline Securities LLC, covering financial data in the Offering Memorandum (FY 2019, 2020, 2021 audited financial statements). Engagement Partner: Martin Okafor. | Clarendon Harris & Co. LLP (Martin Okafor) | 2022-06-30 | PENDING — Draft comfort lett
V. | TRUSTEE / PAYING AGENT DELIVERABLES Standard
⚑ Commercial term
V. | TRUSTEE / PAYING AGENT DELIVERABLES 13 | Trustee | Heartland Trust Company, N.A. — Trustee Acceptance | Written acceptance by Heartland Trust Company, National Association of its appointment as Trustee and Paying Agent under the Indenture. Contact: Gregory Arndt, Vice President, Corporate Trust. | Heartland Trust Company, N.A. (Gregory Arndt) | 2022-06-30 | PENDING — Awaiting execution of Indenture | Heartland T
VI. | DTC AND SECURITIES MATTERS Standard
⚑ Commercial term
VI. | DTC AND SECURITIES MATTERS 16 | DTC / Securities | DTC Eligibility Letter | Letter confirming eligibility of the Notes for book-entry transfer and settlement through The Depository Trust Company. CUSIP: 39572L AA 3 (reserved, never activated). ISIN: US39572LAA35 (reserved, never activated). | Ridgeline Securities LLC / Calderwood & Harkness LLP | 2022-06-28 | PENDING — CUSIP and ISIN reserved but never activate
VII. | FUNDS FLOW AND FINANCIAL MATTERS Standard
⚑ Commercial term
VII. | FUNDS FLOW AND FINANCIAL MATTERS 18 | Funds Flow | Funds Flow Memorandum | Memorandum setting forth the flow of funds on the closing date, including: (i) $30,000,000 aggregate proceeds from sale of Notes; (ii) deduction of placement fee ($750,000 at 2.50%); (iii) $18,000,000 payoff to Meridian Commercial Bank, N.A. to refinance revolving credit facility (drawn balance as of March 31, 2022: $18,000,000; facilit
VIII. | INITIAL PURCHASER DELIVERABLES
VIII. | INITIAL PURCHASER DELIVERABLES 21 | Initial Purchaser | Ridgeline Securities LLC — Selling Restrictions Acknowledgment | Written acknowledgment by Ridgeline Securities LLC of selling restrictions under Securities Act Section 4(a)(2) and Rule 144A (resale only to qualified institutional buyers). Contact: Thomas Reardon (Managing Director, Leveraged Finance); Samantha Ortiz (VP, Debt Capital Markets). | Ridgeli
IX. | RATING AGENCY Standard
⚑ Commercial term
IX. | RATING AGENCY 23 | Rating Agency | Pinnacle Ratings Group, Inc. — Rating Letter | Confirmation from Pinnacle Ratings Group, Inc. of the published credit rating for the Notes. Indicative rating: B+ (stable outlook), communicated March 30, 2022 (non-public). Lead Analyst: Josephine Tran. | Pinnacle Ratings Group, Inc. (Josephine Tran) | 2022-06-28 | PENDING — Formal rating never published | Pinnacle: 1185 Avenue
X. | MISCELLANEOUS Medium
⚑ Liability cap to check against exposure
X. | MISCELLANEOUS 24 | Miscellaneous | Preliminary Offering Memorandum (Final Version) | Confirmation that the near-final Preliminary Offering Memorandum dated June 1, 2022, as distributed to potential QIB investors, is in agreed form. Printing/EDGAR costs: ~$22,000. | Calderwood & Harkness LLP | 2022-06-01 | COMPLETED — Distributed June 1, 2022 | Final version distributed; no final OM prepared due to termination. 2