Contract analysis
Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.
Contract analysis / insurance-submission-transmittal-letter.docx
insurance-submission-transmittal-letter.docx
High · 1
Medium · 3
Standard · 3
1. Purpose and Introduction
1. Purpose and Introduction This letter serves as a formal transmittal of the environmental diligence reports and supporting documentation compiled in connection with Whitfield & Calder Insurance Advisors LLC's ("Whitfield & Calder") engagement to evaluate and place a Pollution Legal Liability ("PLL") insurance policy on behalf of our client, Crestline Packaging Solutions LLC ("Crestline"). As you are aware, Crestlin
2. Transaction Overview
Standard
⚑ Commercial term
2. Transaction Overview Crestline proposes to acquire one hundred percent (100%) of the outstanding common stock of Allegheny Chemical Coatings, Inc. ("ACC"), a Pennsylvania corporation headquartered at 2200 Iron Works Boulevard, McKeesport, Pennsylvania 15132. ACC is a specialty industrial coatings manufacturer producing epoxy, polyurethane, and solvent-based coatings for the packaging, automotive, and general indus
3. Summary of Target Facilities
Medium
⚑ Forum / governing law
3. Summary of Target Facilities ACC operates four facilities across the Commonwealth of Pennsylvania and the State of West Virginia. All four facilities are included within the proposed scope of PLL coverage. A summary of each facility is set forth below. Detailed environmental findings for each facility are addressed in Section 4 and in the enclosed diligence reports. 3.1 Facility 1 — McKeesport Main Plant (Headquar
4. Summary of Environmental Diligence Findings
Standard
⚑ Commercial term
4. Summary of Environmental Diligence Findings Environmental diligence for this transaction was conducted by TerraVerde Environmental Consulting LLC ("TerraVerde"), retained by Crestline under the direction of Calderwood & Harkness. The TerraVerde project team consists of the following key personnel: • Dr. Nina Sorensen, P.E., CHMM — Principal-in-Charge • Kevin O'Malley, P.G. — Project Manager • Alicia Reyes, P.G. —
5. Regulatory and Compliance Overview
High
⚑ Penalty / liquidated damages
5. Regulatory and Compliance Overview Calderwood & Harkness has conducted comprehensive regulatory compliance reviews of all ACC facilities. The detailed findings are set forth in the enclosed compliance review memoranda (Enclosures 10 through 14), to which we respectfully direct the underwriter's attention. A brief summary of key regulatory and compliance findings is provided below for reference. RCRA Compliance: Al
6. Enclosed Documents
6. Enclosed Documents The following documents are enclosed with this letter for inclusion in the underwriting submission package to Ironclad Specialty Insurance Company. Documents are numbered sequentially for ease of reference: Enclosure 1: TerraVerde Environmental Consulting LLC, Phase I Environmental Site Assessment — McKeesport Main Plant, 2200 Iron Works Boulevard, McKeesport, PA 15132 (dated August 15, 2022) En
7. Documents to Follow (Supplemental Submissions)
7. Documents to Follow (Supplemental Submissions) The following documents are not yet available and will be transmitted to Whitfield & Calder as supplemental submissions as soon as they become available: (a) TerraVerde Phase II ESA Report — Clarksburg Resin Blending Facility. Analytical results from Keystone Analytical Laboratories, Inc. are pending. Results are expected by approximately October 28, 2022. The Phase I
8. Requested PLL Coverage Parameters
Standard
⚑ Commercial term
8. Requested PLL Coverage Parameters Referencing our prior discussions with Mr. Whitfield and Ms. Petrov regarding the desired PLL coverage structure, Calderwood & Harkness sets forth below the key coverage parameters that should be communicated to the underwriter as part of the formal submission. Proposed Insured: Crestline Packaging Solutions LLC, and its successors and assigns, including Allegheny Chemical Coating
9. Desired Policy Terms (Indicative)
Medium
⚑ Liability cap to check against exposure
9. Desired Policy Terms (Indicative) Calderwood & Harkness understands that Ironclad Specialty Insurance Company has previously indicated potential interest in providing PLL coverage for this transaction. Based on our understanding of the discussions between Whitfield & Calder and Ironclad Specialty, the following indicative terms have been discussed: We emphasize that these are non-binding indications only and are s
10. Confidentiality and Privilege
Medium
⚑ Confidentiality undertaking
10. Confidentiality and Privilege All materials enclosed with this letter are confidential and proprietary to Crestline Packaging Solutions LLC and are provided solely for purposes of obtaining PLL insurance underwriting in connection with Crestline's proposed acquisition of ACC. The enclosed materials should not be used, disclosed, or disseminated for any other purpose. We note specifically that certain of the enclo
11. Contact Information and Next Steps
11. Contact Information and Next Steps For questions regarding the environmental diligence materials, the regulatory compliance reviews, or any other aspect of this submission package, the primary point of contact is: Harrison Caldwell, Of Counsel Calderwood & Harkness LLP 1900 Euclid Avenue, Suite 3200 Cleveland, OH 44115 Telephone: (216) 555-7418 Email: hcaldwell@calderwoodharkness.com The secondary contact for thi