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Contract analysis / bring-down-dd-call-memo.docx
bring-down-dd-call-memo.docx
1005-00002 · 18 clauses
High · 0 Medium · 4 Standard · 1
I. Purpose and Background Standard
⚑ Commercial term
I. Purpose and Background This memorandum summarizes the bring-down due diligence call (the "Call") conducted on December 4, 2025, in advance of the expected pricing on December 5, 2025, of additional 8.750% Senior Secured Notes due 2030 by Nexford Industrial Holdings Inc. The purpose of this memorandum is to document, for the internal files of Calderwood & Harkness LLP, the topics covered during the Call and the con
II. Call Details
II. Call Details A. Date and Time The Call was held on December 4, 2025, commencing at approximately 10:00 a.m. Eastern Time. The Call was conducted by teleconference. B. Participants The following individuals participated in the Call: Nexford Industrial Holdings Inc. (Issuer) Granite Peak Capital Partners, LP (Private Equity Sponsor) Calderwood & Harkness LLP (Issuer's Counsel) Broadleaf Securities LLC (Lead Initial
III. Summary of Topics Covered and Management Responses Medium
⚑ Notice / time limit to track
III. Summary of Topics Covered and Management Responses Jennifer Kwon opened the Call by noting that the purpose of the bring-down due diligence session was to confirm, on the eve of expected pricing, the continued accuracy and completeness of the disclosures contained in the Offering Memorandum Supplement and to identify any developments or changes since the date of the most recent financial statements and the date
I. Material Customer and Supplier Matters Medium
⚑ Forum / governing law
I. Material Customer and Supplier Matters Angela Moretti of Broadleaf Securities LLC asked whether there have been any changes in Nexford's material customer or supplier relationships since September 30, 2025, or any loss of, or material change in terms with, any significant customer or supplier. Marcus DeLeon provided the following confirmations: • No loss of any material customer or supplier has occurred since Sept
IV. Management Confirmations — Summary
IV. Management Confirmations — Summary At the conclusion of the substantive discussion, Jennifer Kwon asked each member of the Company's management team present on the Call to affirmatively confirm each of the matters addressed during the Call. Management of Nexford (Marcus DeLeon, Sandra Okafor, Raymond Chiu, and David Altschuler) each affirmatively confirmed, without qualification, each of the following items:
1. No Material Adverse Change. No material adverse change in the business, operations, fi
1. No Material Adverse Change. No material adverse change in the business, operations, financial condition, earnings, or prospects of Nexford or any Guarantor has occurred since September 30, 2025.
2. Kessler Acquisition Status. The Kessler Acquisition remains on track for closing on or
2. Kessler Acquisition Status. The Kessler Acquisition remains on track for closing on or about December 12, 2025, and all conditions to closing under the Kessler Purchase Agreement are expected to be satisfied on schedule.
3. Representations and Warranties. All representations and warranties of the Issuer and t
3. Representations and Warranties. All representations and warranties of the Issuer and the Guarantors in the Purchase Agreement remain true and correct in all material respects as of the date of the Call and are expected to remain so as of the expected closing date of December 10, 2025.
4. No Material Litigation. There are no pending or threatened material litigation proceed Medium
⚑ Forum / governing law
4. No Material Litigation. There are no pending or threatened material litigation proceedings, arbitrations, administrative proceedings, governmental investigations, or similar actions against Nexford, any Guarantor, Nexford Parent Corp., or any of their respective directors or officers.
5. No Undisclosed Material Liabilities. There are no material liabilities, contingent or
5. No Undisclosed Material Liabilities. There are no material liabilities, contingent or otherwise, of Nexford, any Guarantor, or Nexford Parent Corp. that are not reflected in or reserved against in the financial statements included in the Offering Memorandum Supplement or otherwise disclosed therein.
6. ABL Facility. Current availability under the ABL Facility is approximately $146,800,00
6. ABL Facility. Current availability under the ABL Facility is approximately $146,800,000, and the Company is in compliance with all covenants under the ABL Facility with no defaults or events of default.
7. Indenture Covenant Compliance. After giving pro forma effect to the issuance of the Ad
7. Indenture Covenant Compliance. After giving pro forma effect to the issuance of the Add-On Notes and the Kessler Acquisition, the Company is in compliance with all incurrence covenants under the Original Indenture, including the 2.00x Fixed Charge Coverage Ratio incurrence test.
8. Environmental, Regulatory, and Labor Matters. There have been no material environmenta
8. Environmental, Regulatory, and Labor Matters. There have been no material environmental, regulatory, or labor developments since the date of the Offering Memorandum Supplement.
9. Customer and Supplier Relationships. There have been no material changes to customer o
9. Customer and Supplier Relationships. There have been no material changes to customer or supplier relationships since September 30, 2025.
10. No Undisclosed Material Agreements, Capitalization Changes, or ERISA Issues. No undis
10. No Undisclosed Material Agreements, Capitalization Changes, or ERISA Issues. No undisclosed material agreements have been entered into, no changes to capitalization or equity ownership have occurred, and no ERISA or employee benefit plan matters have arisen since the date of the Offering Memorandum Supplement. Catherine Briggs, Vice President of Granite Peak Capital Partners, LP, the private equity sponsor of the
V. Offering Memorandum Supplement — Confirmation of Accuracy
V. Offering Memorandum Supplement — Confirmation of Accuracy Jennifer Kwon asked management to confirm that the Offering Memorandum Supplement dated December 3, 2025 does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Marcus DeLeon confirmed that, to his knowledge,
VI. Next Steps and Timeline
VI. Next Steps and Timeline Jennifer Kwon summarized the expected timeline for the remainder of the transaction as follows: Upon expiration of the 40-day Regulation S distribution compliance period on January 19, 2026, the Add-On Notes (bearing temporary CUSIPs 65438T AB3 (Rule 144A) and U65438 AB5 (Regulation S)) will become fungible with the Existing Notes (bearing CUSIPs 65438T AA5 (Rule 144A) and U65438 AA7 (Regu
VII. Conclusion and File Note Medium
⚑ Confidentiality undertaking
VII. Conclusion and File Note The Call concluded at approximately 11:15 a.m. Eastern Time on December 4, 2025. No issues were raised during the Call that would be material to the offering of the Add-On Notes or the issuance of the legal opinion or 10b-5 negative assurance letter at closing. All confirmations were given affirmatively and without qualification by each member of the Company's management team present on