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Contract analysis / letter-merritt-to-nexford-board-re-closing-confirmation.docx
letter-merritt-to-nexford-board-re-closing-confirmation.docx
1005-00001 · 43 clauses
High · 2 Medium · 3 Standard · 7
1. Introduction and Closing Confirmation Standard
⚑ Commercial term
1. Introduction and Closing Confirmation Calderwood & Harkness LLP, as borrower's counsel to Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower"), is pleased to confirm that the closing of the $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B" or the "Facility") occurred on March 28, 2025 (the "Closing Date"). The Facility was established pursuant to the Credit Agreement dated as of the C
2. Transaction Overview Medium
⚑ Forum / governing law
2. Transaction Overview The transaction consummated on the Closing Date consists of a senior secured Term Loan B financing in the aggregate principal amount of $1,400,000,000, the proceeds of which were used to refinance Nexford's existing credit facilities and to fund a dividend recapitalization distribution to the Borrower's indirect equity sponsors. The principal parties to the transaction are summarized below: Bo
3. Use of Proceeds Standard
⚑ Commercial term
3. Use of Proceeds The sources and uses of funds in connection with the closing of the Facility are as follows: Sources. Uses. The Board should note that the existing $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (CUSIP: 65432X AB9) (the "Senior Unsecured Notes"), issued under an indenture dated as of June 14, 2019, with Pinnacle Trust Company, as trustee, remain outstanding and ar
4. Principal Terms of the Credit Agreement High
⚑ Penalty / liquidated damages
4. Principal Terms of the Credit Agreement The following is a summary of the principal terms of the Credit Agreement. The Board is encouraged to review the Credit Agreement in its entirety for a complete understanding of the rights, obligations, covenants, and other terms governing the Facility. 4.1 Facility Amount and Type The Facility consists of a $1,400,000,000 senior secured Term Loan B (institutional term loan)
5. Guarantors
5. Guarantors The obligations of the Borrower under the Credit Agreement and the other Loan Documents are guaranteed by each of the following entities: Holdings Guarantor: Granite Peak NIH Holdings, LLC, a Delaware limited liability company and the direct parent of the Borrower. Holdings has pledged 100% of its equity interests in Nexford to the Collateral Agent. Subsidiary Guarantors (11 entities):
1. Nexford Precision Components, Inc., a Delaware corporation
1. Nexford Precision Components, Inc., a Delaware corporation
2. Nexford Engineered Systems, LLC, a Delaware limited liability company
2. Nexford Engineered Systems, LLC, a Delaware limited liability company
3. Nexford Coatings & Surface Technologies, Inc., a Delaware corporation
3. Nexford Coatings & Surface Technologies, Inc., a Delaware corporation
4. Nexford Manufacturing Services, LLC, an Illinois limited liability company
4. Nexford Manufacturing Services, LLC, an Illinois limited liability company
5. Nexford Properties, LLC, a Delaware limited liability company
5. Nexford Properties, LLC, a Delaware limited liability company
6. Nexford International Holdings, Inc., a Delaware corporation (CFC holdco — limited ple
6. Nexford International Holdings, Inc., a Delaware corporation (CFC holdco — limited pledge of 65% voting equity and 100% non-voting equity of first-tier foreign subsidiaries, as described in Section 6 below)
7. Clearfield Tool & Die, Inc., a Pennsylvania corporation
7. Clearfield Tool & Die, Inc., a Pennsylvania corporation
8. Summit Industrial Fabrication Co., a South Carolina corporation
8. Summit Industrial Fabrication Co., a South Carolina corporation
9. Ridgepoint Specialty Coatings, LLC, a Texas limited liability company
9. Ridgepoint Specialty Coatings, LLC, a Texas limited liability company
10. Lakeshore Precision Engineering, Inc., a Michigan corporation High
⚑ Uncapped liability exposure
10. Lakeshore Precision Engineering, Inc., a Michigan corporation The Board should note that Nexford Canada Holdings ULC, an unlimited liability company organized under the laws of British Columbia, and Nexford Canada Manufacturing, Inc., a corporation organized under the laws of Ontario, are excluded from the guarantee obligations as foreign subsidiaries and do not provide guarantees or security interests under the
6. Security / Collateral Package Standard
⚑ Commercial term
6. Security / Collateral Package The obligations under the Credit Agreement are secured by a first-priority security interest (subject to customary permitted liens) in substantially all assets of the Borrower and each Guarantor. The collateral package includes the following: Equity Interests: • 100% of the equity interests in the Borrower (pledged by Holdings) and in each direct domestic subsidiary of the Borrower an
7. Intercreditor Arrangement
7. Intercreditor Arrangement In connection with the closing, the parties executed a First Lien/Unsecured Intercreditor Agreement (the "Intercreditor Agreement") among Crescent Harbor Bank, N.A., in its capacity as First Lien Collateral Agent under the Credit Agreement, Pinnacle Trust Company, in its capacity as trustee under the indenture governing the Senior Unsecured Notes, and Nexford Industrial Holdings Inc., as
8. UCC Filings and Lien Perfection
8. UCC Filings and Lien Perfection UCC-1 Financing Statements naming Crescent Harbor Bank, N.A., as Collateral Agent, as secured party were filed on the Closing Date (or, in the case of certain jurisdictions, submitted for filing on the Closing Date with filing to be effective upon acceptance by the applicable filing office) with the following Secretaries of State and Departments of State: • Delaware (Secretary of St
9. Refinancing of Existing Facilities Standard
⚑ Commercial term
9. Refinancing of Existing Facilities The proceeds of the Term Loan B were used, in part, to refinance and retire Nexford's existing senior secured credit facilities in their entirety. The existing credit facilities were governed by that certain Credit Agreement dated as of June 14, 2019 (as amended, the "Existing Credit Agreement"), among Nexford Industrial Holdings Inc., as borrower, the guarantors party thereto, A
10. Dividend Recapitalization Standard
⚑ Commercial term
10. Dividend Recapitalization Concurrently with the closing of the Facility and the refinancing of the existing credit facilities, approximately $335,000,000 of the proceeds of the Term Loan B were distributed as a dividend from Nexford Industrial Holdings Inc. to its direct parent, Granite Peak NIH Holdings, LLC, and thence to Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP, the indirect equity holders
11. Key Documents Executed at Closing
11. Key Documents Executed at Closing The following principal transaction documents were executed and delivered on the Closing Date, March 28, 2025:
1. Credit Agreement, dated as of March 28, 2025, among Nexford Industrial Holdings Inc. (
1. Credit Agreement, dated as of March 28, 2025, among Nexford Industrial Holdings Inc. (as Borrower), the Guarantors party thereto, Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent), Ironwood Capital Markets, LLC and Northvane Securities, Inc. (as Joint Lead Arrangers), and the Lenders from time to time party thereto.
2. Guarantee Agreement, dated as of March 28, 2025, among the Guarantors party thereto an
2. Guarantee Agreement, dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent.
3. Security Agreement (Personal Property), dated as of March 28, 2025, among the Borrower
3. Security Agreement (Personal Property), dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent.
4. Holdings Pledge Agreement, dated as of March 28, 2025, by Granite Peak NIH Holdings, L
4. Holdings Pledge Agreement, dated as of March 28, 2025, by Granite Peak NIH Holdings, LLC in favor of Crescent Harbor Bank, N.A., as Collateral Agent (pledging 100% of the equity interests in Nexford Industrial Holdings Inc.).
5. Borrower Pledge Agreement, dated as of March 28, 2025, by Nexford Industrial Holdings
5. Borrower Pledge Agreement, dated as of March 28, 2025, by Nexford Industrial Holdings Inc. in favor of Crescent Harbor Bank, N.A., as Collateral Agent (pledging 100% of the equity interests in each direct domestic subsidiary of the Borrower).
6. Subsidiary Pledge Agreements, each dated as of March 28, 2025, by each Subsidiary Guar
6. Subsidiary Pledge Agreements, each dated as of March 28, 2025, by each Subsidiary Guarantor in favor of Crescent Harbor Bank, N.A., as Collateral Agent (pledging equity interests in lower-tier domestic subsidiaries).
7. CFC Holdco Limited Pledge Agreement, dated as of March 28, 2025, by Nexford Internatio
7. CFC Holdco Limited Pledge Agreement, dated as of March 28, 2025, by Nexford International Holdings, Inc. in favor of Crescent Harbor Bank, N.A., as Collateral Agent (pledging 65% of the voting equity and 100% of the non-voting equity of Nexford Canada Holdings ULC). 8. intellectual Property Security Agreement, dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N
9. Deposit Account Control Agreements, each dated as of March 28, 2025, among the applica
9. Deposit Account Control Agreements, each dated as of March 28, 2025, among the applicable Loan Parties, Crescent Harbor Bank, N.A., as Collateral Agent, and each applicable depositary bank.
10. Securities Account Control Agreements, each dated as of March 28, 2025, among the app
10. Securities Account Control Agreements, each dated as of March 28, 2025, among the applicable Loan Parties, Crescent Harbor Bank, N.A., as Collateral Agent, and each applicable securities intermediary.
11. Intercompany Note, dated as of March 28, 2025, pledged to Crescent Harbor Bank, N.A.,
11. Intercompany Note, dated as of March 28, 2025, pledged to Crescent Harbor Bank, N.A., as Collateral Agent.
12. First Lien/Unsecured Intercreditor Agreement, dated as of March 28, 2025, among Cresc
12. First Lien/Unsecured Intercreditor Agreement, dated as of March 28, 2025, among Crescent Harbor Bank, N.A. (as First Lien Collateral Agent), Pinnacle Trust Company (as Unsecured Notes Trustee), and Nexford Industrial Holdings Inc.
13. UCC-1 Financing Statements, filed in all applicable jurisdictions as described in Sec
13. UCC-1 Financing Statements, filed in all applicable jurisdictions as described in Section 8 above. Complete copies of each of the foregoing documents are included in the closing binder and will be delivered to the Board promptly following the preparation of the final binder.
12. Closing Certificates and Opinions Delivered Standard
⚑ Commercial term
12. Closing Certificates and Opinions Delivered In connection with the closing of the Facility, the following closing certificates and deliverables were executed and delivered by or on behalf of the Borrower, Holdings, and the Subsidiary Guarantors on the Closing Date: • Closing Certificate of the Borrower, certifying that all conditions precedent to borrowing under the Credit Agreement have been satisfied. • Officer
1. Legal Opinion of Calderwood & Harkness LLP — addressing the enforceability of the Cred Medium
⚑ Forum / governing law
1. Legal Opinion of Calderwood & Harkness LLP — addressing the enforceability of the Credit Agreement, the Guarantee Agreement, the Security Agreement, and the other Loan Documents governed by New York law, and the absence of conflicts with applicable law and certain material agreements of the Loan Parties.
2. Legal Opinion of Calderwood & Harkness LLP — addressing the creation and perfection of
2. Legal Opinion of Calderwood & Harkness LLP — addressing the creation and perfection of security interests in personal property collateral under Article 9 of the Uniform Commercial Code as in effect in the State of New York.
3. Legal Opinion of Hargrove & Whitmore LLP (Robert Kimura, Partner) — addressing the enf
3. Legal Opinion of Hargrove & Whitmore LLP (Robert Kimura, Partner) — addressing the enforceability of the Loan Documents under Illinois law and the perfection of security interests under the Illinois Uniform Commercial Code with respect to the Illinois-organized Loan Party.
4. Legal Opinion of Briarcliff Legal Group PA (Catherine Ellsworth, Partner) — addressing
4. Legal Opinion of Briarcliff Legal Group PA (Catherine Ellsworth, Partner) — addressing the due organization, valid existence, and good standing of each Delaware-organized Loan Party, and the corporate authority of such entities to enter into and perform their obligations under the Loan Documents.
13. Ratings
13. Ratings The following credit ratings were assigned to the Borrower and the Term Loan B facility on February 26, 2025, prior to the Closing Date: The ratings reflect the agencies' assessment of the Borrower's credit profile, including pro forma leverage, cash flow generation, industry positioning, and the security package provided in connection with the Term Loan B. The one-notch uplift assigned by Sentinel Credit
14. Key Financial Metrics Standard
⚑ Commercial term
14. Key Financial Metrics For the Board's reference, the following key financial metrics were utilized in connection with the closing of the Facility, based on audited and management-reported financial data as of and for the twelve-month period ended December 31, 2024: The permitted EBITDA add-backs of $28,000,000 consist of the following items, each of which has been reviewed and approved by the Administrative Agent
15. Post-Closing Obligations
15. Post-Closing Obligations Certain deliverables were not completed as of the Closing Date and are required to be delivered on a post-closing basis in accordance with the Credit Agreement and the post-closing obligations schedule. The principal post-closing obligations are as follows: • Mortgages. Mortgages in favor of Crescent Harbor Bank, N.A., as Collateral Agent, for each of the four mortgaged properties describ
16. Advisors and Counsel
16. Advisors and Counsel The following advisors and counsel participated in the transaction: Borrower's Counsel: Calderwood & Harkness LLP Claudia Merritt, Responsible Partner Ian Blackwood, Billing Partner Marcus Leung, Lead Associate Sophie Tremblay, Working Associate Sylvia Hartwell, Tax Arranger's / Agent's Counsel: Whitfield & Gage LLP Margaret Ashby, Lead Partner Jonathan Ferris, Associate Sponsor's Counsel: Ke
17. Closing Medium
⚑ Confidentiality undertaking
17. Closing Calderwood & Harkness LLP remains available to the Board of Directors and to Nexford's management for any questions regarding the transaction, the Credit Agreement, the other Loan Documents, and ongoing compliance obligations. We are prepared to assist with all matters relating to the administration of the Facility, including covenant compliance monitoring, amendment and waiver requests, and any future in