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Contract analysis / memo-existing-lien-security-package.docx
memo-existing-lien-security-package.docx
1005-00001 · 35 clauses
High · 2 Medium · 7 Standard · 1
I. Purpose and Scope Medium
⚑ Assignment / subcontracting
I. Purpose and Scope The purpose of this memorandum is to analyze the existing security and guarantee package maintained under the credit facilities provided by Atlas Meridian Bank, N.A. ("Atlas Meridian") to Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower"). Specifically, this memorandum identifies all pledged collateral, guarantors, UCC financing statement filings, mortgaged real property, deposit acco
II. Overview of Existing Credit Facilities High
⚑ Penalty / liquidated damages
II. Overview of Existing Credit Facilities A. Existing Credit Agreement The existing credit facilities are governed by that certain Credit Agreement, dated as of June 14, 2019 (as amended, the "Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto, as amended by: (i)
III. Existing Guarantee Package
III. Existing Guarantee Package A. Holdings Guarantor The existing Guarantee Agreement includes as a guarantor Granite Peak NIH Holdings, LLC ("Granite Peak" or "Holdings"), the direct parent of the Borrower. Key organizational and identifying information for Holdings is as follows: Granite Peak is a holding company with no material operations or assets other than its equity interest in Nexford. Its guarantee of the
1. Nexford Precision Components, Inc. ("NPC")
1. Nexford Precision Components, Inc. ("NPC") • Jurisdiction of Organization: Delaware (corporation) • Principal Office: 2750 Commerce Drive, Rockford, IL 61101 • Description: Operates the Precision Components manufacturing plant in Rockford, Illinois; one of Nexford's original operating subsidiaries • Joined as Guarantor: June 14, 2019 (original closing date)
2. Nexford Engineered Systems, LLC ("NES")
2. Nexford Engineered Systems, LLC ("NES") • Jurisdiction of Organization: Delaware (limited liability company) • Principal Office: 600 Manufacturers Row, Greenville, SC 29607 • Description: Operates the Engineered Systems manufacturing plant in Greenville, South Carolina; one of Nexford's original operating subsidiaries • Joined as Guarantor: June 14, 2019 (original closing date)
3. Nexford Coatings & Surface Technologies, Inc. ("NCST")
3. Nexford Coatings & Surface Technologies, Inc. ("NCST") • Jurisdiction of Organization: Delaware (corporation) • Principal Office: 9100 Westpark Industrial Boulevard, Houston, TX 77063 • Description: Operates the Coatings & Surface Technologies division; one of Nexford's original operating subsidiaries • Joined as Guarantor: June 14, 2019 (original closing date)
4. Nexford Manufacturing Services, LLC ("NMS")
4. Nexford Manufacturing Services, LLC ("NMS") • Jurisdiction of Organization: Illinois (limited liability company) • Principal Office: 1400 Industrial Parkway, Schaumburg, IL 60173 • Description: Provides centralized manufacturing services and operates out of the Schaumburg headquarters facility • Joined as Guarantor: June 14, 2019 (original closing date)
5. Nexford Properties, LLC ("NP LLC")
5. Nexford Properties, LLC ("NP LLC") • Jurisdiction of Organization: Delaware (limited liability company) • Registered Address: c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801 • Description: Holds certain real property assets of the Nexford group, including the Schaumburg headquarters facility • Joined as Guarantor: June 14, 2019 (original closing date)
6. Nexford International Holdings, Inc. ("NIH Intl")
6. Nexford International Holdings, Inc. ("NIH Intl") • Jurisdiction of Organization: Delaware (corporation; CFC holdco) • Registered Address: c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801 • Description: Serves as the holding company for Nexford's foreign subsidiary interests, including Nexford Canada Holdings ULC; classified as a controlled foreign corporation holding company for U.S. tax purposes
7. Clearfield Tool & Die, Inc. ("Clearfield")
7. Clearfield Tool & Die, Inc. ("Clearfield") • Jurisdiction of Organization: Pennsylvania (corporation) • Principal Office: 175 Clearfield Avenue, Clearfield, PA 16830 • Description: Specialty tool and die manufacturing; acquired by Nexford in 2021 • Joined as Guarantor: Joinder Agreement dated on or about November 8, 2021, executed in connection with the Second Amendment
8. Summit Industrial Fabrication Co. ("Summit")
8. Summit Industrial Fabrication Co. ("Summit") • Jurisdiction of Organization: South Carolina (corporation) • Principal Office: 820 Summit Drive, Spartanburg, SC 29303 • Description: Industrial fabrication services; acquired by Nexford in 2022 • Joined as Guarantor: Joinder Agreement dated on or about April 15, 2023, executed in connection with the Third Amendment (note: the joinder was executed in connection with t
9. Ridgepoint Specialty Coatings, LLC ("Ridgepoint")
9. Ridgepoint Specialty Coatings, LLC ("Ridgepoint") • Jurisdiction of Organization: Texas (limited liability company) • Principal Office: 9100 Westpark Industrial Boulevard, Houston, TX 77063 • Description: Specialty industrial coatings; acquired by Nexford in 2023; co-located with NCST at the Houston facility • Joined as Guarantor: Joinder Agreement dated on or about April 15, 2023, executed in connection with the
10. Lakeshore Precision Engineering, Inc. ("Lakeshore") High
⚑ Uncapped liability exposure
10. Lakeshore Precision Engineering, Inc. ("Lakeshore") • Jurisdiction of Organization: Michigan (corporation) • Principal Office: 3200 Lakeshore Boulevard, Muskegon, MI 49441 • Description: Precision engineering and machining services; acquired by Nexford in 2024 • Joined as Guarantor: Joinder Agreement dated on or about September 12, 2024, executed in connection with the Fourth Amendment • Note: As discussed in Sec
IV. Existing Collateral — Personal Property Security Interests Medium
⚑ Assignment / subcontracting
IV. Existing Collateral — Personal Property Security Interests A. Security Agreement (Personal Property) The existing Security Agreement, dated as of June 14, 2019, among the Borrower, the Guarantors party thereto, and Atlas Meridian Bank, N.A., as Collateral Agent, grants to the Collateral Agent a first-priority security interest in substantially all personal property assets of the Borrower and each Guarantor (colle
V. Existing Collateral — Equity Pledges Medium
⚑ Liability cap to check against exposure
V. Existing Collateral — Equity Pledges A. Holdings Pledge (Equity in Nexford) Granite Peak NIH Holdings, LLC, as the direct parent of the Borrower, has pledged 100% of its equity interests in Nexford Industrial Holdings Inc. (consisting of all issued and outstanding shares of common stock) to Atlas Meridian Bank, N.A. as Collateral Agent, pursuant to the Holdings Pledge Agreement dated as of June 14, 2019. This pled
VI. Existing Collateral — Real Property (Mortgages) Medium
⚑ Assignment / subcontracting
VI. Existing Collateral — Real Property (Mortgages) A. Overview. Under the existing credit facilities, Atlas Meridian Bank, N.A., as Collateral Agent, holds mortgages (including deeds of trust, deeds to secure debt, or equivalent instruments, as applicable under the laws of the relevant jurisdiction) on certain owned real property of the Loan Parties. The Credit Agreement requires that mortgages be granted on all own
VII. Existing UCC Financing Statements
VII. Existing UCC Financing Statements A. Filing Jurisdictions Based on the UCC lien searches conducted to date and the organizational jurisdictions of each Loan Party, UCC-1 financing statements in favor of Atlas Meridian Bank, N.A. (as Collateral Agent) have been filed in the following six (6) jurisdictions:
1. Delaware Secretary of State. UCC-1 financing statements have been filed against the fol
1. Delaware Secretary of State. UCC-1 financing statements have been filed against the following entities, each of which is organized in the State of Delaware: (a) Nexford Industrial Holdings Inc. (DE File No. 5765432); (b) Granite Peak NIH Holdings, LLC (DE File No. 7234891); (c) Nexford Precision Components, Inc.; (d) Nexford Engineered Systems, LLC; (e) Nexford Coatings & Surface Technologies, Inc.; (f) Nexford Pr
2. Illinois Secretary of State. A UCC-1 financing statement has been filed against Nexford
2. Illinois Secretary of State. A UCC-1 financing statement has been filed against Nexford Manufacturing Services, LLC, which is organized as a limited liability company under the laws of the State of Illinois.
3. Pennsylvania Department of State. A UCC-1 financing statement has been filed against Cl
3. Pennsylvania Department of State. A UCC-1 financing statement has been filed against Clearfield Tool & Die, Inc., which is organized as a corporation under the laws of the Commonwealth of Pennsylvania.
4. South Carolina Secretary of State. A UCC-1 financing statement has been filed against S
4. South Carolina Secretary of State. A UCC-1 financing statement has been filed against Summit Industrial Fabrication Co., which is organized as a corporation under the laws of the State of South Carolina.
5. Texas Secretary of State. A UCC-1 financing statement has been filed against Ridgepoint
5. Texas Secretary of State. A UCC-1 financing statement has been filed against Ridgepoint Specialty Coatings, LLC, which is organized as a limited liability company under the laws of the State of Texas.
6. Michigan Department of State. A UCC-1 financing statement has been filed against Lakesh
6. Michigan Department of State. A UCC-1 financing statement has been filed against Lakeshore Precision Engineering, Inc., which is organized as a corporation under the laws of the State of Michigan. In total, we have identified approximately twelve (12) UCC-1 financing statements filed across the six jurisdictions listed above (seven filings in Delaware and one filing in each of the remaining five states). B. UCC Fi
VIII. Release and Termination Mechanics at Closing Medium
⚑ Assignment / subcontracting
VIII. Release and Termination Mechanics at Closing A. Payoff and Repayment At the closing of the new Term Loan B (target: March 28, 2025), the entire outstanding balance under the existing first lien term loan will be repaid in full from the proceeds of the new $1,400,000,000 Term Loan B with Crescent Harbor Bank, N.A. The estimated payoff amount, as of the anticipated closing date, is $879,375,000, consisting of: •
IX. Comparison: Existing Package vs. Proposed New Security Package Medium
⚑ Liability cap to check against exposure
IX. Comparison: Existing Package vs. Proposed New Security Package A. Continuity of Collateral and Guarantor Universe The proposed security and guarantee package under the new $1,400,000,000 Term Loan B with Crescent Harbor Bank, N.A. is designed to substantially mirror the existing package under the Atlas Meridian credit facilities. The following key elements of the security structure will remain consistent: • Same
X. Open Items and Recommendations
X. Open Items and Recommendations A. Action Items for C&H Based on the analysis set forth in this memorandum, the following action items should be addressed by C&H in connection with the closing:
1. Obtain and Review Payoff Letter. Obtain and review the payoff letter from Atlas Meridi Standard
⚑ Commercial term
1. Obtain and Review Payoff Letter. Obtain and review the payoff letter from Atlas Meridian Bank, N.A. (Sandra Vickers, Managing Director, Portfolio Management). Confirm the exact payoff amount (principal, accrued interest, fees, and other amounts), the per diem interest figure, wire transfer instructions, and the payoff deadline. The payoff letter should be in form and substance acceptable to C&H and Whitfield & Gag
2. Prepare Lien Release Authorization Letter. Prepare the lien release authorization lett
2. Prepare Lien Release Authorization Letter. Prepare the lien release authorization letter (or equivalent instrument) for Atlas Meridian's execution. The letter should authorize all release and termination actions identified in Section VIII.B above. Circulate a draft to Atlas Meridian's counsel (and to Whitfield & Gage) for review no later than two weeks before closing.
3. Prepare UCC-3 Termination Statements. Prepare UCC-3 Termination Statement forms for ea
3. Prepare UCC-3 Termination Statements. Prepare UCC-3 Termination Statement forms for each of the twelve (12) UCC-1 financing statements in the six (6) filing jurisdictions (Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan). Arrange for Atlas Meridian's authorization of each termination statement. Coordinate with the filing agent (Hollowell Technologies) for prompt post-closing filing.
4. Coordinate with Illinois Local Counsel on Mortgage Releases. Coordinate with Hargrove
4. Coordinate with Illinois Local Counsel on Mortgage Releases. Coordinate with Hargrove & Whitmore LLP (Robert Kimura, contact partner) regarding Illinois mortgage release procedures for Cook County and Winnebago County. Confirm the correct form of release instrument under Illinois law and the recording requirements for each county recorder's office.
5. Coordinate Return of Physical Pledged Collateral. Coordinate with Atlas Meridian (or i Medium
⚑ Assignment / subcontracting
5. Coordinate Return of Physical Pledged Collateral. Coordinate with Atlas Meridian (or its custodian) regarding the return of all physical pledged collateral, including stock certificates, undated endorsed-in-blank stock powers, membership interest assignment documents, and endorsed intercompany promissory notes. Determine whether the physical instruments should be returned to the Borrower for subsequent re-pledge t
6. Confirm Identification of All DACAs and SACAs. Confirm with Nexford's treasury departm
6. Confirm Identification of All DACAs and SACAs. Confirm with Nexford's treasury department that all existing DACAs and SACAs have been identified and that termination notices will be prepared and delivered at or promptly following closing. Coordinate the execution of replacement DACAs and SACAs in favor of Crescent Harbor.
7. Confirm IP Security Interest Release Filings. Confirm the specific IP security interes
7. Confirm IP Security Interest Release Filings. Confirm the specific IP security interest recordings at the USPTO and the U.S. Copyright Office and coordinate with Nexford's intellectual property counsel (Whitaker, Sun & Holt LLP) regarding the preparation and filing of release instruments at each office.
8. Cross-Reference UCC Search Results. Upon receipt of the forthcoming Memorandum — UCC S
8. Cross-Reference UCC Search Results. Upon receipt of the forthcoming Memorandum — UCC Search Results Summary (dated February 18, 2025), cross-reference the detailed UCC search results against the filings identified in this memorandum to confirm completeness and identify any discrepancies, unexpected filings, or potential name errors.
9. Confirm Lakeshore Joinder and Michigan UCC Filing. Confirm that Lakeshore Precision En
9. Confirm Lakeshore Joinder and Michigan UCC Filing. Confirm that Lakeshore Precision Engineering, Inc. (acquired in 2024; organized in Michigan) was properly joined as a guarantor and grantor under the existing Guarantee Agreement, Security Agreement, and Pledge Agreements. Obtain and review the joinder agreement executed in connection with the Fourth Amendment. Confirm that the UCC-1 financing statement was timely