Contract analysis
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Contract analysis / due-diligence-request-list.docx
due-diligence-request-list.docx
High · 6
Medium · 5
Standard · 2
1. Copies of Documents. Please provide complete copies of all documents responsive to eac
1. Copies of Documents. Please provide complete copies of all documents responsive to each request, including all exhibits, schedules, attachments, amendments, supplements, side letters, and ancillary agreements.
2. Identification by Request Number. All documents produced in response to this Request L
2. Identification by Request Number. All documents produced in response to this Request List should be clearly identified by the applicable request number(s) to which they are responsive. Where a single document is responsive to multiple requests, it need only be produced once, with a cross-reference notation to all applicable request numbers.
3. Privileged or Confidential Items. If any document or information responsive to a parti
Medium
⚑ Confidentiality undertaking
3. Privileged or Confidential Items. If any document or information responsive to a particular request is believed to be subject to the attorney-client privilege, work product doctrine, or other applicable privilege, or if the producing party believes that the document or information is subject to heightened confidentiality restrictions that would limit its distribution within the working group, please so indicate an
4. Non-Existent Items. If any document or category of documents requested herein does not
4. Non-Existent Items. If any document or category of documents requested herein does not exist, please so indicate in writing with a brief explanation. A negative response is as important as an affirmative one for purposes of the due diligence record.
5. Oral Information. Where written documents are not available, please provide the reques
Medium
⚑ Confidentiality undertaking
5. Oral Information. Where written documents are not available, please provide the requested information orally, and we will prepare a written memorandum summarizing the information provided for confirmation by the Company. Scope and Limitations. This Request List is not intended to be exhaustive. Supplemental requests for documents and information may be issued from time to time as the due diligence review progresse
I. CORPORATE ORGANIZATION AND GOOD STANDING
I. CORPORATE ORGANIZATION AND GOOD STANDING The following requests relate to the corporate organization, formation, governance, and good standing of GAP. These materials are essential for confirming the Company's valid existence, authority to conduct business, and authority to enter into the transactions contemplated by the proposed offering. 1.1. Certificate of organization (or articles of organization) of GAP as or
II. CAPITALIZATION AND EQUITY INTERESTS
Standard
⚑ Commercial term
II. CAPITALIZATION AND EQUITY INTERESTS The following requests relate to the capitalization of GAP and the rights and obligations associated with the Company's outstanding equity interests. 2.1. A complete schedule of all outstanding membership interests, units, or other equity interests in GAP, identifying for each class or series: the number of authorized interests, the number of outstanding interests, the name and
III. SUBSIDIARIES AND INVESTMENTS
III. SUBSIDIARIES AND INVESTMENTS The following requests relate to GAP's subsidiaries and any other entities in which GAP holds an ownership or investment interest. 3.1. A comprehensive list of all subsidiaries of GAP, both direct and indirect, including for each subsidiary: the legal name, jurisdiction of organization, date of organization, ownership percentage (direct and indirect), a brief description of the entit
IV. EXISTING INDEBTEDNESS
Medium
⚑ Assignment / subcontracting
IV. EXISTING INDEBTEDNESS The following requests relate to all existing indebtedness of GAP and its subsidiaries, including the senior secured revolving credit facility with Meridian Commercial Bank, N.A. and any other outstanding debt obligations. These materials are critical for purposes of analyzing the terms and conditions of the Company's existing debt, any restrictions on the incurrence of additional indebtedne
V. FINANCIAL STATEMENTS AND FINANCIAL INFORMATION
High
⚑ Indemnity / guarantee obligation
V. FINANCIAL STATEMENTS AND FINANCIAL INFORMATION The following requests relate to the historical and projected financial performance and condition of GAP. These materials will form the basis for the financial disclosures in the Offering Memorandum and are essential for the working group's due diligence review. 5.1. Complete copies of the audited consolidated financial statements of GAP for fiscal years ended Decembe
VI. MATERIAL CONTRACTS
High
⚑ Non-compete / exclusivity restraint
VI. MATERIAL CONTRACTS The following requests relate to contracts and agreements that are material to the business, operations, financial condition, or results of operations of GAP. 6.1. Copies of all contracts, agreements, and commitments to which GAP or any of its subsidiaries is a party that have an annual value in excess of $500,000 or that are otherwise material to the business, operations, financial condition,
VII. REAL PROPERTY
Medium
⚑ Assignment / subcontracting
VII. REAL PROPERTY The following requests relate to all real property owned or leased by GAP and its subsidiaries, including the proposed Ames, Iowa adjuvant blending facility. Given that a material portion of the offering proceeds ($9.25 million) is earmarked for capital expenditures at the Ames facility, detailed documentation regarding that project is of particular importance to the due diligence review. 7.1. A co
VIII. INTELLECTUAL PROPERTY
High
⚑ Non-compete / exclusivity restraint
VIII. INTELLECTUAL PROPERTY The following requests relate to the intellectual property assets of GAP and its subsidiaries. Given the importance of proprietary formulations and product registrations to the Company's business in specialty crop-protection chemicals, adjuvants, and bio-stimulants, a thorough review of the Company's intellectual property portfolio is a significant component of the due diligence process. 8
IX. LITIGATION AND LEGAL PROCEEDINGS
Medium
⚑ Forum / governing law
IX. LITIGATION AND LEGAL PROCEEDINGS The following requests relate to all pending, threatened, or recently concluded litigation, arbitration, administrative proceedings, and governmental investigations involving GAP or any of its subsidiaries. These materials are essential for assessing the Company's litigation exposure and for preparing the risk factors and legal proceedings disclosures in the Offering Memorandum. 9
X. ENVIRONMENTAL MATTERS
High
⚑ Penalty / liquidated damages
X. ENVIRONMENTAL MATTERS The following requests relate to environmental compliance, permitting, and liabilities. Given the nature of GAP's business in the manufacture and distribution of crop-protection chemicals, adjuvants, and bio-stimulants, environmental matters are a critical area of due diligence for the proposed offering. 10.1. A comprehensive list of all environmental permits, licenses, registrations, and app
XI. REGULATORY AND GOVERNMENT MATTERS
High
⚑ Penalty / liquidated damages
XI. REGULATORY AND GOVERNMENT MATTERS The following requests relate to governmental and regulatory approvals, compliance, and related matters applicable to GAP's operations. The Company's manufacture and distribution of crop-protection chemicals, adjuvants, and bio-stimulants is subject to extensive federal, state, and local regulation, and a thorough understanding of the Company's regulatory posture is essential to
XII. TAX MATTERS
High
⚑ Indemnity / guarantee obligation
XII. TAX MATTERS The following requests relate to federal, state, and local tax matters affecting GAP and its subsidiaries. 12.1. Copies of federal income tax returns (Forms 1065 or 1120, as applicable) filed by GAP for fiscal years 2019, 2020, and 2021, together with all schedules, attachments, and supporting workpapers. Please also confirm GAP's federal income tax classification (i.e., whether GAP is taxed as a par
XIII. EMPLOYEE AND LABOR MATTERS
Standard
⚑ Commercial term
XIII. EMPLOYEE AND LABOR MATTERS The following requests relate to GAP's employees, labor relations, compensation and benefits programs, and human resources matters. 13.1. The total number of employees of GAP and its subsidiaries (on a combined basis), broken down by: (a) full-time, part-time, and temporary/seasonal employees; (b) exempt and non-exempt employees; and (c) location and functional department (e.g., manuf
XIV. INSURANCE
XIV. INSURANCE The following requests relate to the Company's insurance program and claims history. 14.1. A comprehensive schedule of all insurance policies currently in force maintained by GAP or any of its subsidiaries, including for each policy: the type of coverage (e.g., commercial general liability, product liability, property, business interruption, umbrella/excess liability, directors and officers liability,