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Contract analysis / memo-ucc-search-results-summary.docx
memo-ucc-search-results-summary.docx
1005-00001 · 31 clauses
High · 3 Medium · 2 Standard · 4
I. Purpose and Scope
I. Purpose and Scope This memorandum summarizes the results of Uniform Commercial Code lien searches conducted in connection with the proposed $1,400,000,000 senior secured Term Loan B facility (the "New Credit Facility") to be entered into by Nexford Industrial Holdings Inc. (the "Borrower"), with Crescent Harbor Bank, N.A. acting as lead left arranger, administrative agent, and collateral agent (in such capacity, "
II. Summary of Findings Standard
⚑ Commercial term
II. Summary of Findings The following is a high-level executive summary of the UCC search results. Detailed findings for each jurisdiction and each Loan Party are set forth in Section IV below. Atlas Meridian Bank Filings. The UCC searches revealed existing UCC-1 financing statements in favor of Atlas Meridian Bank, N.A., as collateral agent, filed against each of the twelve domestic Loan Parties in their respective
III. Entities Searched and Filing Jurisdictions High
⚑ Uncapped liability exposure
III. Entities Searched and Filing Jurisdictions A. Table of Loan Parties and Applicable Filing Jurisdictions Under UCC § 9-301(1), the law of the jurisdiction in which a debtor is located governs the perfection and priority of a security interest in the debtor's property. Under UCC § 9-307(e), a registered organization (such as a corporation or limited liability company) is located in its jurisdiction of organization
IV. Detailed Search Results by Jurisdiction
IV. Detailed Search Results by Jurisdiction A. Delaware Secretary of State Eight Loan Parties are organized in Delaware and thus have UCC financing statement filings at the Delaware Secretary of State, Division of Corporations. The Delaware Secretary of State maintains an electronic filing and search system, and search results were returned as of February 13, 2025.
1. Nexford Industrial Holdings Inc. Medium
⚑ Liability cap to check against exposure
1. Nexford Industrial Holdings Inc. Delaware Entity File No.: 5765432 | EIN: 36-4178552 Registered Agent: Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 Search Date: February 13, 2025 Filing 1: UCC-1 Financing Statement (Atlas Meridian — Blanket Lien) • File Number: 2019-2345678 • Filing Date: June 14, 2019 • Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pitts
2. Granite Peak NIH Holdings, LLC.
2. Granite Peak NIH Holdings, LLC. Delaware Entity File No.: 7234891 | EIN: 85-3291047 Registered Agent: Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 Search Date: February 13, 2025 Filing 1: UCC-1 Financing Statement (Atlas Meridian — Equity Pledge) • File Number: 2019-2345701 • Filing Date: June 14, 2019 • Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pitts
3. Nexford Precision Components, Inc.
3. Nexford Precision Components, Inc. Delaware Entity File No.: 5812437 | EIN: 36-4291883 Registered Agent: Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 Search Date: February 13, 2025 Filing 1: UCC-1 Financing Statement (Atlas Meridian — Blanket Lien) • File Number: 2019-2345723 • Filing Date: June 14, 2019 • Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pit
4. Nexford Engineered Systems, LLC.
4. Nexford Engineered Systems, LLC. Delaware Entity File No.: 5923178 | EIN: 36-4302917 Registered Agent: Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 Search Date: February 13, 2025 Filing 1: UCC-1 Financing Statement (Atlas Meridian — Blanket Lien) • File Number: 2019-2345745 • Filing Date: June 14, 2019 • Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pitts
5. Nexford Coatings & Surface Technologies, Inc.
5. Nexford Coatings & Surface Technologies, Inc. Delaware Entity File No.: 6014293 | EIN: 36-4378824 Registered Agent: Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 Search Date: February 13, 2025 Filing 1: UCC-1 Financing Statement (Atlas Meridian — Blanket Lien) • File Number: 2019-2345767 • Filing Date: June 14, 2019 • Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty
6. Nexford Properties, LLC.
6. Nexford Properties, LLC. Delaware Entity File No.: 6127854 | EIN: 36-4451920 Registered Agent: Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 Search Date: February 13, 2025 Filing 1: UCC-1 Financing Statement (Atlas Meridian — Blanket Lien) • File Number: 2019-2345789 • Filing Date: June 14, 2019 • Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pittsburgh, P
7. Nexford International Holdings, Inc. High
⚑ Uncapped liability exposure
7. Nexford International Holdings, Inc. Delaware Entity File No.: 6238741 | EIN: 36-4512083 Registered Agent: Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 Search Date: February 13, 2025 Filing 1: UCC-1 Financing Statement (Atlas Meridian — Limited CFC Holdco Equity Pledge) • File Number: 2019-2345812 • Filing Date: June 14, 2019 • Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 5
1. Nexford Manufacturing Services, LLC.
1. Nexford Manufacturing Services, LLC. Illinois Organization File No.: 07823491 | EIN: 36-4623187 Registered Agent: Ashgrove Services Inc., 208 South LaSalle Street, Suite 814, Chicago, IL 60604 Search Date: February 14, 2025 Filing 1: UCC-1 Financing Statement (Atlas Meridian — Blanket Lien) • File Number: IL-2019-0178234 • Filing Date: June 14, 2019 • Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent,
1. Clearfield Tool & Die, Inc. Medium
⚑ Notice / time limit to track
1. Clearfield Tool & Die, Inc. Pennsylvania Entity No.: 4298713 | EIN: 25-1892347 Registered Office: 175 Clearfield Avenue, Clearfield, PA 16830 Search Date: February 14, 2025 Note: Clearfield Tool & Die, Inc. was acquired by Nexford Industrial Holdings Inc. in October 2021 and joined as a Subsidiary Guarantor under the Existing Credit Agreement pursuant to a Supplement to the Guaranty Agreement and a Supplement to t
1. Summit Industrial Fabrication Co.
1. Summit Industrial Fabrication Co. South Carolina Entity No.: C-0234891 | EIN: 57-1238745 Registered Agent: Ashgrove Services Inc., 2 Office Park Court, Suite 103, Columbia, SC 29223 Search Date: February 15, 2025 Note: Summit Industrial Fabrication Co. was acquired by Nexford Industrial Holdings Inc. in July 2022 and joined as a Subsidiary Guarantor under the Existing Credit Agreement pursuant to a Supplement to t
1. Ridgepoint Specialty Coatings, LLC.
1. Ridgepoint Specialty Coatings, LLC. Texas Entity File No.: 0804512389 | EIN: 84-4923781 Registered Agent: Ashgrove Services Inc., 1999 Bryan Street, Suite 900, Dallas, TX 75201 Search Date: February 15, 2025 Note: Ridgepoint Specialty Coatings, LLC was acquired by Nexford Coatings & Surface Technologies, Inc. in April 2023 and joined as a Subsidiary Guarantor under the Existing Credit Agreement pursuant to a Suppl
1. Lakeshore Precision Engineering, Inc.
1. Lakeshore Precision Engineering, Inc. Michigan Entity ID: 802412378 | EIN: 38-4178923 Registered Agent: Ashgrove Services Inc., 40600 Ann Arbor Road East, Suite 201, Plymouth, MI 48170 Search Date: February 12, 2025 Note: Lakeshore Precision Engineering, Inc. was acquired by Nexford Precision Components, Inc. in February 2024 and joined as a Subsidiary Guarantor under the Existing Credit Agreement pursuant to a Su
V. Consolidated Summary of Atlas Meridian Bank Filings Requiring Termination
V. Consolidated Summary of Atlas Meridian Bank Filings Requiring Termination The following master table consolidates all UCC-1 financing statements in favor of Atlas Meridian Bank, N.A. as Collateral Agent that must be terminated at or promptly following the closing of the New Credit Facility: Total: Twelve (12) UCC-1 financing statements in favor of Atlas Meridian Bank, N.A. as Collateral Agent to be terminated acro
VI. Summary of Non-Atlas Meridian Filings (Permitted Liens)
VI. Summary of Non-Atlas Meridian Filings (Permitted Liens) The following table summarizes all UCC-1 financing statements filed by parties other than Atlas Meridian Bank, N.A. that were identified in the search results: Of the three non-Atlas Meridian filings identified, two (the Crestline Capital and Great Lakes Equipment filings) appear on their face to be permitted liens that will remain in place following the clo
VII. Action Items and Recommendations
VII. Action Items and Recommendations A. Pre-Closing Actions The following actions should be completed prior to the anticipated closing date of March 28, 2025:
1. Payoff Letter and Termination Authorization (Atlas Meridian Bank, N.A.) Standard
⚑ Commercial term
1. Payoff Letter and Termination Authorization (Atlas Meridian Bank, N.A.) Obtain a payoff letter from Atlas Meridian Bank, N.A. (primary contact: Sandra Vickers, Managing Director, Portfolio Management, telephone: (412) 555-8200, email: svickers@atlasmeridian.com) confirming: (a) the aggregate payoff amount required to repay in full all obligations outstanding under the Existing Credit Agreement, currently estimated
2. Lien Release Authorization (Atlas Meridian Bank, N.A.) Standard
⚑ Commercial term
2. Lien Release Authorization (Atlas Meridian Bank, N.A.) Obtain a comprehensive lien release authorization letter from Atlas Meridian Bank, N.A. (or its counsel) authorizing the release and termination of all liens and security interests held by Atlas Meridian in its capacity as Collateral Agent under the Existing Credit Agreement, including: (a) UCC-3 Termination Statements in all six filing jurisdictions; (b) mort
3. Stale Filing — Commonwealth Business Credit, LLC (Clearfield Tool & Die, Inc.)
3. Stale Filing — Commonwealth Business Credit, LLC (Clearfield Tool & Die, Inc.) As described in Section IV.C above, a UCC-1 financing statement filed by Commonwealth Business Credit, LLC against Clearfield Tool & Die, Inc. in Pennsylvania (File No. PA-2018-0567823) was identified in the search results. This filing predates Nexford's acquisition of Clearfield in October 2021 and appears to be a stale filing from a p
4. Equipment Lease Filing — Great Lakes Equipment Leasing Corp. (Lakeshore Precision Engin
4. Equipment Lease Filing — Great Lakes Equipment Leasing Corp. (Lakeshore Precision Engineering, Inc.) As described in Section IV.F above, a precautionary UCC-1 financing statement filed by Great Lakes Equipment Leasing Corp. against Lakeshore Precision Engineering, Inc. in Michigan (File No. MI-2023-0189234) was identified. The following steps should be taken: (a) Contact Priya Mehta to confirm the nature of the un
5. Equipment Financing — Crestline Capital Leasing, LLC (Nexford Industrial Holdings Inc.)
5. Equipment Financing — Crestline Capital Leasing, LLC (Nexford Industrial Holdings Inc.) As described in Section IV.A above, a UCC-1 financing statement filed by Crestline Capital Leasing, LLC against the Borrower in Delaware (File No. 2022-8765432) was identified, reflecting a purchase money or equipment financing lien on specified CNC machining equipment. The following confirmatory step should be taken: (a) Conta
1. Escrow of UCC-3 Termination Statements (Atlas Meridian Bank Filings) Standard
⚑ Commercial term
1. Escrow of UCC-3 Termination Statements (Atlas Meridian Bank Filings) Prepare and hold in escrow twelve (12) UCC-3 Termination Statements covering all Atlas Meridian Bank, N.A. filings identified in Section V above, covering all six filing jurisdictions. These termination statements will be delivered to our filing agent (Capitol Lien Services, Inc.) with irrevocable instructions to file upon Calderwood & Harkness's
2. Filing of New UCC-1 Financing Statements (Crescent Harbor Bank, N.A.)
2. Filing of New UCC-1 Financing Statements (Crescent Harbor Bank, N.A.) Simultaneously with the termination of the Atlas Meridian filings, thirteen (13) new UCC-1 Financing Statements naming Crescent Harbor Bank, N.A., as Collateral Agent, as the secured party, will be filed in the applicable filing jurisdictions covering each of the twelve (12) Loan Parties. These new UCC-1 filings are being prepared separately und
1. Filing of UCC-3 Termination Statements
1. Filing of UCC-3 Termination Statements File all twelve (12) UCC-3 Termination Statements for the Atlas Meridian Bank liens identified in Section V above. Target filing date: March 31, 2025 (three business days post-closing). Responsible attorney: Sophie Tremblay. Filing to be effected through Capitol Lien Services, Inc.
2. Filing of New UCC-1 Financing Statements
2. Filing of New UCC-1 Financing Statements File all thirteen (13) UCC-1 Financing Statements in favor of Crescent Harbor Bank, N.A. as Collateral Agent on the closing date (March 28, 2025) or promptly thereafter. Filing to be effected through Capitol Lien Services, Inc. As noted above, the count of thirteen (13) new filings corresponds to one filing per Loan Party per jurisdiction of organization: one for Holdings (
3. Confirmation of Filing Receipts
3. Confirmation of Filing Receipts Upon receipt of filing confirmations from the applicable filing offices, confirm all filing receipt numbers and acknowledgment numbers for each UCC-1 and UCC-3 filing. Update the post-closing checklist with: (a) the filing date, (b) the assigned file number, (c) the filing jurisdiction, and (d) the debtor name for each filing. Distribute the updated post-closing checklist to Claudia
4. Post-Closing Bring-Down Searches
4. Post-Closing Bring-Down Searches Order bring-down UCC lien searches in all six filing jurisdictions approximately thirty (30) days after the closing date to confirm: (a) the successful filing and indexing of all new UCC-1 Financing Statements in favor of Crescent Harbor Bank, N.A. as Collateral Agent; (b) the successful filing and indexing of all UCC-3 Termination Statements terminating the Atlas Meridian Bank fil
VIII. Conclusion High
⚑ Non-compete / exclusivity restraint
VIII. Conclusion Based on the UCC search results summarized in this memorandum, the lien environment affecting the Loan Parties is consistent with expectations and with the representations made by the Borrower in connection with the due diligence process for the New Credit Facility. Atlas Meridian Bank, N.A., in its capacity as Collateral Agent under the Existing Credit Agreement dated June 14, 2019 (as amended throu