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Contract analysis / ucc-1-delaware-ncst.docx
ucc-1-delaware-ncst.docx
1005-00001 · 10 clauses
High · 0 Medium · 2 Standard · 0
1. Transaction Context
1. Transaction Context This UCC-1 Financing Statement is one of thirteen (13) UCC-1 Financing Statements being filed simultaneously at or promptly following the closing on March 28, 2025, to perfect the first-priority security interest granted by each Loan Party under the Security Agreement dated as of March 28, 2025, in connection with the $1,400,000,000 Senior Secured Term Loan B facility provided pursuant to the C
2. Debtor Entity Details
2. Debtor Entity Details Nexford Coatings & Surface Technologies, Inc. ("NCST") is a corporation organized and existing under the laws of the State of Delaware. NCST is a direct, wholly-owned subsidiary of Nexford Industrial Holdings Inc. NCST has been identified as a "Subsidiary Guarantor" under the Guarantee Agreement dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as
3. Business Segment
3. Business Segment NCST operates Nexford's Industrial Coatings & Surface Technologies business segment, which accounts for approximately 17% of Nexford's consolidated last-twelve-months ("LTM") revenue of approximately $2,100,000,000. The segment specializes in the development, manufacture, and distribution of advanced industrial coatings, surface treatment chemicals, protective finishes, and related specialty produ
4. Acquisition History and Mortgaged Property Medium
⚑ Assignment / subcontracting
4. Acquisition History and Mortgaged Property NCST was part of the original Nexford platform at the time of the leveraged acquisition by Granite Peak Capital Partners ("Granite Peak") in January 2019. NCST has been continuously owned by NIH since that date and has not undergone any change in legal name, state of organization, or organizational structure since the original acquisition. The Houston facility at 9100 Wes
5. Filing Jurisdiction Rationale
5. Filing Jurisdiction Rationale This UCC-1 Financing Statement is filed with the Delaware Secretary of State because the Debtor, Nexford Coatings & Surface Technologies, Inc., is organized as a corporation under the laws of the State of Delaware. Under UCC § 9-301(1), the local law of the jurisdiction in which the debtor is located governs perfection, the effect of perfection or nonperfection, and the priority of a
6. Companion Filings — Delaware
6. Companion Filings — Delaware The following UCC-1 Financing Statements are being filed simultaneously in Delaware for the other Delaware-organized Loan Parties: All Delaware companion filings name Crescent Harbor Bank, N.A., as Collateral Agent, as the Secured Party and contain collateral descriptions substantially identical to the collateral description set forth in box 4 of this Financing Statement, subject to en
7. Companion Filings — Non-Delaware Jurisdictions
7. Companion Filings — Non-Delaware Jurisdictions The following UCC-1 Financing Statements are being filed simultaneously in the respective states of organization for non-Delaware Loan Parties: Each of these filings will be made with the Secretary of State (or equivalent filing office) of the applicable state of organization, consistent with UCC § 9-301(1) and § 9-307(e).
8. Termination of Prior Liens
8. Termination of Prior Liens In connection with the refinancing of the existing credit facilities, UCC-3 Termination Statements will be filed on or about March 31, 2025, to terminate all existing UCC-1 Financing Statements in favor of Atlas Meridian Bank, N.A. (the agent under the prior credit facility being refinanced with the proceeds of the Term Loan B) across all filing jurisdictions, including the State of Dela
9. Responsible Attorneys
9. Responsible Attorneys Lead Associate: Marcus Leung, Calderwood & Harkness LLP Working Associate: Sophie Tremblay, Calderwood & Harkness LLP (filing coordination and filing office acknowledgment recipient) Responsible Partner: Claudia Merritt, Calderwood & Harkness LLP All UCC filings are subject to review and approval by Claudia Merritt prior to submission to the applicable filing offices. Drafts of all thirteen U
10. Review and Approval Log Medium
⚑ Confidentiality undertaking
10. Review and Approval Log — END OF UCC-1 FINANCING STATEMENT AND ADMINISTRATIVE NOTES — CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGED Calderwood & Harkness LLP | 425 Lexington Avenue | New York, NY 10017 Matter No. 1005-00001 | Billing Code: IBL-NIH-2025-031 © 2025 Calderwood & Harkness LLP. All rights reserved. Entity | Entity Type | DE File No. Nexford Industrial Holdings Inc. | Corporation |