MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
This memorandum is a confidential communication protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the addressee and authorized personnel of Calderwood & Harkness LLP in connection with new-business intake procedures. This memorandum should not be disclosed to any person outside the firm without the prior written approval of the Responsible Partner and the firm's General Counsel.
CALDERWOOD & HARKNESS LLP 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601
I. Purpose and Scope of Memorandum
This memorandum documents the results of a comprehensive conflicts check conducted in connection with the proposed new-matter engagement of Greenfield Agricultural Partners LLC ("GAP" or the "Client") as borrower in a proposed $80,000,000 senior secured asset-based revolving credit facility (the "ABL Facility" or the "Proposed Facility"). The Proposed Facility is to be arranged by Heartland Commerce Bank, National Association ("HCB") in its capacity as Administrative Agent, Collateral Agent, Sole Lead Arranger, and Sole Bookrunner. Calderwood & Harkness LLP ("C&H" or the "Firm") has been asked to serve as borrower's counsel in connection with the negotiation, documentation, and closing of the ABL Facility.
Initial contact regarding this potential engagement was received by Ian Blackwood, Partner in the Firm's Banking & Finance Practice Group, from Patricia "Trish" Calloway, Chief Financial Officer of GAP, on August 15, 2022. Ms. Calloway indicated that GAP had been exploring refinancing options for its existing revolving credit facility with Prairie National Bank, National Association ("PNB") and had received preliminary interest from HCB's Agribusiness Lending group. Following preliminary discussions between Mr. Blackwood and Ms. Calloway regarding the scope and nature of the proposed engagement, HCB delivered an indicative term sheet to GAP on August 22, 2022, at which time the Firm was formally requested to commence the new-business intake process.
The conflict check was initiated on August 23, 2022 and completed on August 26, 2022. During this period, comprehensive searches were run against all parties identified in the proposed transaction structure, including the proposed client and its parent and subsidiary entities, the proposed administrative agent and each of the proposed syndicate lenders, the incumbent payoff bank, lender's counsel, and all additional transaction parties that have been identified as of the date of this memorandum. Searches were also conducted for the names of key individuals affiliated with each such party, including management personnel, key contacts, and proposed engagement team members of the Firm.
The purpose of this memorandum is to set forth in detail the parties and individuals searched, the methodology employed, the results obtained, and the Firm's analysis and conclusions with respect to whether any actual or potential conflicts of interest exist that would preclude or restrict the Firm's ability to accept the proposed engagement. As described more fully below, the conflict check has been completed and the proposed engagement has been cleared from a conflicts perspective. No waivers, consents, or ethical screens are required.
II. Parties Searched
The following is a comprehensive listing of all parties and individuals that were included in the conflicts search conducted in connection with the proposed engagement. For each party, the listing includes the full legal name, entity type, jurisdiction of organization, employer identification number (where available), registered address, headquarters address, and a brief description of the party's role in the proposed transaction.
A. Proposed Client and Affiliates
1. Greenfield Agricultural Partners LLC
• Entity Type: Limited Liability Company
• Jurisdiction of Organization: Iowa
• Employer Identification Number (EIN): 47-3918265
• Iowa Secretary of State Filing No.: 622847
• Headquarters: 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309
• Registered Agent: Capitol Registered Agents, Inc., 221 East Walnut Street, Des Moines, Iowa 50309
• Role in Transaction: Proposed Borrower under the ABL Facility
Greenfield Agricultural Partners LLC is a diversified agricultural operations and crop-input distribution company engaged in the production, storage, marketing, and distribution of corn, soybeans, and specialty grains, as well as the wholesale and retail distribution of agricultural inputs including seed, fertilizer, and crop protection chemicals. GAP operates 14 grain elevators and 3 regional distribution centers across Iowa, Illinois, and Indiana, and manages farming operations on approximately 82,000 acres of owned and leased farmland in those three states. For the fiscal year ended December 31, 2021, GAP reported consolidated revenue of approximately $347.2 million. Management projects consolidated revenue for the fiscal year ending December 31, 2022 to be approximately $391.5 million. As of June 30, 2022, GAP reported total consolidated assets of approximately $289.6 million.
Key management personnel of GAP include the following individuals, each of whom was included in the individual name searches described in Section III below:
• Marcus J. Lindstrom — Chief Executive Officer and Co-Founder
• Patricia "Trish" Calloway — Chief Financial Officer
• Raymond Foss — Vice President of Operations
• Nina Vasquez — General Counsel and Corporate Secretary
2. Greenfield Holdings Corp.
• Entity Type: Corporation
• Jurisdiction of Organization: Delaware
• Employer Identification Number (EIN): 82-5047391
• Delaware Secretary of State File No.: 7291538
• Registered Address: 1209 Orange Street, Wilmington, Delaware 19801 (c/o National Corporate Services Inc.)
• Role in Transaction: Parent holding company and sole member of GAP; proposed Guarantor under the ABL Facility
Greenfield Holdings Corp. is a Delaware corporation that serves as the parent holding company and sole member of GAP. It does not conduct independent operations and exists primarily as a holding vehicle. The ownership of Greenfield Holdings Corp. is as follows: 62% held by the Lindstrom Family Trust (an irrevocable trust organized under the laws of Iowa), 28% held by Calloway-Foss Investments LP (an Iowa limited partnership), and 10% held by participants in GAP's management equity incentive plan. It is anticipated that Greenfield Holdings Corp. will be required to provide an unconditional guaranty of all obligations of GAP under the ABL Facility and related loan documents.
3. Greenfield Grain Storage LLC
• Entity Type: Limited Liability Company
• Jurisdiction of Organization: Iowa
• Employer Identification Number (EIN): 84-2093417
• Headquarters: 4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309
• Role in Transaction: Wholly owned subsidiary of GAP; proposed Subsidiary Guarantor and collateral grantor
Greenfield Grain Storage LLC ("GGS") is a wholly owned subsidiary of GAP that owns and operates GAP's 14 grain elevator facilities located across Iowa, Illinois, and Indiana. GGS holds title to the real property, equipment, and grain storage infrastructure associated with these facilities. It is anticipated that GGS will be required to guarantee all obligations under the ABL Facility and to grant a first-priority security interest in substantially all of its assets, including real property, personal property, and inventory located at the elevator facilities.
4. Greenfield Crop Inputs Inc.
• Entity Type: Corporation
• Jurisdiction of Organization: Illinois
• Employer Identification Number (EIN): 37-6182049
• Illinois Secretary of State File No.: 08294731
• Headquarters: 780 Commerce Drive, Bloomington, Illinois 61701
• Role in Transaction: Wholly owned subsidiary of GAP; proposed Subsidiary Guarantor; significant contributor to accounts receivable borrowing base
Greenfield Crop Inputs Inc. ("GCI") is a wholly owned subsidiary of GAP that operates GAP's crop-input distribution business, including the wholesale and retail sale of seed, fertilizer, and crop protection chemicals. GCI maintains a substantial portfolio of trade accounts receivable arising from credit sales to agricultural producers and cooperatives throughout the Midwest. These receivables are expected to constitute a significant component of the borrowing base under the ABL Facility. GCI will be required to guarantee the ABL Facility and to pledge its accounts receivable, inventory, and other assets as collateral.
B. Proposed Administrative Agent and Lenders
5. Heartland Commerce Bank, National Association
• Entity Type: National Banking Association (OCC-chartered)
• Headquarters: 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606
• Role in Transaction: Proposed Administrative Agent, Collateral Agent, Sole Lead Arranger, and Sole Bookrunner; proposed commitment of $40,000,000 (50.00% of total facility)
HCB is a national banking association headquartered in Chicago, Illinois, with significant operations in agribusiness, commercial, and industrial lending. HCB's Agribusiness Lending group has been identified as the lead arranger for the Proposed Facility. In the proposed transaction, HCB will serve in multiple capacities, including as Administrative Agent (responsible for administrative functions under the credit agreement), Collateral Agent (responsible for holding and administering collateral on behalf of the lender group), Sole Lead Arranger, and Sole Bookrunner. HCB's proposed commitment to the ABL Facility is $40,000,000, representing 50.00% of the total $80,000,000 facility.
Key contacts at HCB identified and searched include:
• Gregory Thorn — Managing Director, Agribusiness Lending
• Allison Kuo — Vice President, ABL Structuring
• Derek Nolan — Associate, Credit Analysis
6. Meridian Agricultural Credit Corporation
• Entity Type: Corporation
• Jurisdiction of Organization: Delaware
• Headquarters: 555 East Wells Street, Suite 1200, Milwaukee, Wisconsin 53202
• Role in Transaction: Proposed syndicate lender; proposed commitment of $25,000,000 (31.25% of total facility)
Meridian Agricultural Credit Corporation ("Meridian") is a specialty agricultural lending institution headquartered in Milwaukee, Wisconsin, with a focus on structured agricultural finance, including asset-based lending, crop finance, and seasonal operating lines. Meridian has been identified as a proposed syndicate lender in the ABL Facility with a proposed commitment of $25,000,000, representing 31.25% of the total facility size.
Key contact at Meridian identified and searched:
• Franklin Osei — Senior Vice President, Structured Ag Lending
7. Tallgrass Capital Fund II, LP
• Entity Type: Limited Partnership
• Jurisdiction of Organization: Delaware
• Headquarters: 120 South LaSalle Street, Suite 2800, Chicago, Illinois 60603
• Role in Transaction: Proposed syndicate lender (specialty agricultural credit fund); proposed commitment of $15,000,000 (18.75% of total facility)
Tallgrass Capital Fund II, LP ("Tallgrass") is a Delaware limited partnership that operates as a specialty agricultural credit fund focused on asset-based lending, mezzanine financing, and structured credit investments in the agricultural and agribusiness sectors. Tallgrass has been identified as a proposed syndicate lender in the ABL Facility with a proposed commitment of $15,000,000, representing 18.75% of the total facility size.
Key contact at Tallgrass identified and searched:
• Monica Herrera — Partner, Credit Investments
C. Incumbent Lender (Payoff Bank)
8. Prairie National Bank, National Association
• Entity Type: National Banking Association (OCC-chartered)
• Headquarters: 600 Locust Street, Suite 1500, Des Moines, Iowa 50309
• Role in Transaction: Incumbent lender under existing revolving credit facility; to be refinanced and paid off at closing
Prairie National Bank, National Association ("PNB") is the incumbent lender under GAP's existing $55,000,000 revolving credit agreement, which was originally dated as of April 1, 2018. The outstanding balance under the existing PNB facility is approximately $38,750,000 as of September 30, 2022. The existing PNB facility is scheduled to mature on March 31, 2023. PNB holds existing UCC-1 financing statements filed with the Iowa Secretary of State (Filing Nos. 2018-0041729 and 2018-0041730, both filed on April 2, 2018) and certain real estate mortgages encumbering GAP's collateral. It is anticipated that, upon closing of the ABL Facility, the existing PNB facility will be repaid in full and all UCC liens and mortgages held by PNB will be released and/or terminated to make way for the first-priority liens of HCB as Collateral Agent.
Key contact at PNB identified and searched:
• Janet Braddock — Senior Vice President, Agricultural Banking
D. Opposing / Counterparty Counsel
9. Kessler, Brandt & Whitfield LLP
• Entity Type: Limited Liability Partnership
• Jurisdiction of Organization: Illinois
• Headquarters: 311 South Wacker Drive, Suite 5400, Chicago, Illinois 60606
• Role in Transaction: Outside counsel to HCB (lender's counsel) in connection with the proposed ABL Facility
Kessler, Brandt & Whitfield LLP ("KBW") has been engaged by HCB to serve as lender's counsel in connection with the structuring, negotiation, and documentation of the ABL Facility. KBW will represent the interests of the Administrative Agent and the lender syndicate in negotiations with C&H as borrower's counsel. As such, KBW is counterparty counsel in this transaction.
Key personnel at KBW identified and searched:
• Richard Whitfield — Partner (lead lender's counsel)
• Lauren Chisholm — Senior Associate
E. Additional Transaction Parties Searched
The following additional parties have been identified as participants in the proposed transaction in various capacities. Each was included in the conflicts search.
10. Pryor & Associates LLC
• Entity Type: Limited Liability Company
• Jurisdiction of Organization: Ohio
• Headquarters: 1200 Prospect Avenue, Suite 700, Cleveland, Ohio 44115
• Role in Transaction: Independent field examination and inventory appraisal firm engaged by HCB to conduct field exams and inventory valuations in connection with the underwriting and ongoing monitoring of the ABL Facility
• Key Contact: Thomas Pryor, Managing Partner
11. Ashford, Kline & Pearce LLP
• Entity Type: Limited Liability Partnership
• Jurisdiction of Organization: Iowa
• Headquarters: 801 Grand Avenue, Suite 2200, Des Moines, Iowa 50309
• Role in Transaction: Independent auditors of GAP and its affiliates; provider of audited financial statements to be relied upon by the lender group
• Key Contact: Catherine Drummond, Audit Partner
12. Redwood Insurance Group, Inc.
• Entity Type: Corporation
• Jurisdiction of Organization: Iowa
• Headquarters: 2500 Ingersoll Avenue, Des Moines, Iowa 50312
• Role in Transaction: Insurance broker for the Greenfield enterprise; responsible for placement and maintenance of property, casualty, and crop insurance coverage as required under the ABL Facility documentation
• Key Contact: Brian Templeton, Account Executive
13. Northstar Mutual Insurance Company
• Entity Type: Mutual Insurance Company
• Jurisdiction of Organization: Iowa
• Headquarters: 400 First Avenue NE, Cedar Rapids, Iowa 52401
• Role in Transaction: Primary crop insurance and property insurance carrier for the Greenfield enterprise; insurer under insurance policies that will be subject to collateral assignment and loss payee endorsement requirements under the ABL Facility
14. Lindstrom Family Trust
• Entity Type: Irrevocable Trust
• Jurisdiction: Iowa
• Role in Transaction: 62% owner of Greenfield Holdings Corp. (indirect parent of GAP)
15. Calloway-Foss Investments LP
• Entity Type: Limited Partnership
• Jurisdiction of Organization: Iowa
• Role in Transaction: 28% owner of Greenfield Holdings Corp. (indirect parent of GAP)
III. Search Methodology
The conflicts search was conducted in accordance with the Firm's established new-business intake and conflict clearance procedures, as set forth in the Calderwood & Harkness LLP Conflicts and New Business Intake Policy (revised January 2022). The following methodologies were employed:
Databases Searched. All searches were conducted using Calderwood & Harkness's internal conflict management system (the "CMS"), which encompasses the Firm's comprehensive, firm-wide party index, matter database, and adverse-party database. The CMS contains records for all parties associated with every matter handled by the Firm across all offices (Chicago, New York, Washington, D.C., San Francisco, and London) and across all practice groups. The CMS is maintained and updated on an ongoing basis by the Firm's New Business / Conflicts Department and is designed to capture all representations, engagements, and adverse-party relationships across the Firm's entire history, with enhanced detail and searchability for all matters opened within the preceding ten (10) years.
Search Terms. For each of the fifteen (15) parties identified in Section II above, searches were conducted using the following search terms: (a) the full legal name of the entity; (b) any known short names, trade names, "doing business as" names, or commonly used abbreviations (e.g., "GAP," "Greenfield," "HCB," "Heartland Commerce," "PNB," "Prairie National," "KBW," "Kessler Brandt," "Tallgrass," "Meridian Ag Credit"); and (c) any known prior names, predecessor names, or aliases. In addition, individual name searches were conducted for all key principals and contacts identified in connection with each party, including the following individuals:
• Marcus J. Lindstrom (CEO, GAP)
• Patricia "Trish" Calloway (CFO, GAP)
• Raymond Foss (VP of Operations, GAP)
• Nina Vasquez (General Counsel, GAP)
• Gregory Thorn (Managing Director, HCB)
• Allison Kuo (Vice President, HCB)
• Derek Nolan (Associate, HCB)
• Franklin Osei (Senior Vice President, Meridian)
• Monica Herrera (Partner, Tallgrass)
• Janet Braddock (Senior Vice President, PNB)
• Richard Whitfield (Partner, KBW)
• Lauren Chisholm (Senior Associate, KBW)
• Thomas Pryor (Managing Partner, Pryor & Associates)
• Catherine Drummond (Audit Partner, Ashford Kline)
• Brian Templeton (Account Executive, Redwood Insurance)
Scope of Search. The searches encompassed the following categories of matters: (a) all current active matters across all offices and practice groups as of the date of the search; (b) all matters closed within the preceding five (5) years (i.e., matters closed on or after August 23, 2017); and (c) all prospective or pending matters in the Firm's new-business pipeline as of the date of the search. This scope is consistent with the Firm's standard conflicts clearance protocol and is designed to identify any current-client conflicts (under Illinois Rule of Professional Conduct 1.7), former-client conflicts (under Illinois Rule of Professional Conduct 1.9), and prospective-client conflicts (under Illinois Rule of Professional Conduct 1.18).
Search Conducted By. The conflict searches were conducted by Daniel Obi, Working Associate in the Banking & Finance Practice Group, with the assistance and oversight of the Calderwood & Harkness New Business / Conflicts Department. The Conflicts Department verified the completeness and accuracy of the search terms, confirmed the scope of the searches, and reviewed the search results for completeness. The Conflicts Department's staff analyst assigned to this matter was Sandra Ellison, Conflicts Coordinator.
Date of Search. The searches were initiated on August 23, 2022 and were completed and reviewed on August 26, 2022.
Supplemental Procedures. In addition to the CMS searches described above, the following supplemental procedures were performed: (a) the proposed engagement team members (Ian Blackwood, Stephanie Okafor, Sophie Tremblay, and Daniel Obi) were each asked to confirm, through personal recollection and review of their individual matter lists, that they are not aware of any personal conflicts or potential conflicts relating to any of the parties identified in this memorandum; (b) a review of the Firm's lateral-hire conflict disclosure files was conducted to confirm that no laterally hired attorney brought with them any conflict that would be implicated by the proposed engagement; and (c) a check of the Firm's "hot list" of parties subject to ongoing monitoring for potential conflicts was performed.
IV. Search Results
The following sets forth the detailed results of the conflicts search for each party and category of parties identified in Section II above. For each party, the search results are reported, any identified matches are described and analyzed, and a conflict determination is provided.
A. Greenfield Agricultural Partners LLC and Affiliates (GAP, Greenfield Holdings Corp., Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc.)
Searches were conducted for each of the four Greenfield entities identified in Section II.A above, using full legal names, short names, trade names, and all known variants. No current representations of any Greenfield entity were identified in the CMS. No prior representations of any Greenfield entity within the five-year search window, or at any time in the Firm's records, were identified. No adverse-party matches were identified — that is, no Greenfield entity appears as an adverse party or counterparty in any current, closed, or prospective Calderwood & Harkness matter.
Furthermore, no prior engagement by any Calderwood & Harkness office, in any practice group, for any Greenfield entity or for any individual affiliated with any Greenfield entity was identified. The Greenfield entities and their affiliated individuals are entirely new to the Firm.
Result: Clear — No Conflict.
B. Heartland Commerce Bank, National Association
Searches were conducted for Heartland Commerce Bank, National Association, using the full legal name, the abbreviation "HCB," and the trade name "Heartland Commerce." The search also encompassed the individual names of the key HCB contacts identified in Section II.B (Gregory Thorn, Allison Kuo, and Derek Nolan).
The search identified one prior matter involving HCB within the five-year search window. Specifically, Calderwood & Harkness's New York office represented Avalon Properties Group LLC as borrower's counsel in a commercial real estate acquisition financing in which HCB served as the lead lender (Matter No. 1020-00001, Avalon Properties Group LLC — Acquisition Financing). That matter was closed in April 2021 upon the successful closing of the financing. The representation was on behalf of a borrower that was, in the context of that transaction, on the opposite side of the negotiating table from HCB. C&H did not represent HCB in that matter; rather, HCB was the lender counterparty. The matter is closed, there are no ongoing obligations or duties to Avalon Properties Group LLC or HCB arising from that matter, and no confidential information obtained in connection with that matter is relevant or material to the proposed GAP engagement.
A separate search confirmed that no current active matter in any C&H office involves HCB as either a client or an adverse party. HCB does not appear on the Firm's current client list in any capacity.
It is important to note that, in the proposed GAP engagement, HCB is a transaction counterparty — it is the Administrative Agent and lead lender — and not a client of the Firm. Calderwood & Harkness is being asked to represent the Borrower (GAP) in its negotiations with HCB and HCB's counsel (KBW). The prior closed matter (Matter No. 1020-00001) involved C&H representing a different borrower adverse to HCB's interests as lender, which is the same general posture that C&H would occupy in the proposed GAP engagement. The prior matter does not create any conflict under either Illinois Rule of Professional Conduct 1.7 (current-client conflicts) or Rule 1.9 (duties to former clients). HCB was never a client of the Firm in the prior matter, and the Firm owes no duty of loyalty or confidentiality to HCB arising from that engagement.
Result: Clear — No Conflict. The prior representation on behalf of an unrelated borrower in which HCB served as lender (closed matter) does not implicate any current-client or former-client conflict. No confidential information from the prior matter is relevant to the proposed engagement. No waiver, consent, or ethical screen is required.
C. Meridian Agricultural Credit Corporation
Searches were conducted for Meridian Agricultural Credit Corporation using the full legal name and common variants, including "Meridian Ag Credit," "Meridian Agricultural," and "MACC." The search also included the individual name of Franklin Osei.
No current or prior representations of Meridian were identified. No adverse-party matches involving Meridian were identified. Meridian does not appear in the Firm's CMS in any capacity — as client, adverse party, or other party — in any current, closed, or prospective matter.
Result: Clear — No Conflict.
D. Tallgrass Capital Fund II, LP
Searches were conducted for Tallgrass Capital Fund II, LP using the full legal name and common variants, including "Tallgrass Capital," "Tallgrass Fund II," and "Tallgrass." The search also included the individual name of Monica Herrera.
No current or prior representations of Tallgrass were identified. No adverse-party matches involving Tallgrass were identified. Tallgrass does not appear in the Firm's CMS in any capacity in any current, closed, or prospective matter.
Result: Clear — No Conflict.
E. Prairie National Bank, National Association
Searches were conducted for Prairie National Bank, National Association using the full legal name and common variants, including "PNB," "Prairie National," and "Prairie National Bank." The search also included the individual name of Janet Braddock.
The search identified one prior matter involving PNB within the five-year search window. Specifically, Calderwood & Harkness's Chicago office previously represented PNB as lender's counsel in an unrelated agricultural lending matter (Matter No. 1020-00001, Prairie National Bank — Great Plains Feedlot Inc. Term Loan). In that engagement, C&H acted as outside counsel to PNB in connection with the documentation and closing of a secured term loan by PNB to Great Plains Feedlot Inc., a borrower entirely unrelated to Greenfield or any of its affiliates. The matter was closed in January 2019 upon the successful closing of the term loan. There are no ongoing obligations, duties, or active matters involving PNB, and PNB is not a current client of the Firm.
In the proposed GAP engagement, PNB occupies the role of the incumbent lender whose existing revolving credit facility will be refinanced and paid off in connection with the closing of the new ABL Facility. PNB is not a party to the new HCB facility and will not be a lender, agent, or participant in the new credit structure. C&H's role with respect to PNB would be limited to coordinating the payoff of the existing PNB facility, obtaining payoff letters and lien release documentation, and ensuring the termination or assignment of existing UCC filings and the release of existing mortgages. This is a standard refinancing function and is not adversarial in nature. The interaction with PNB in this context is ministerial and cooperative rather than litigation-oriented or materially adverse.
The prior PNB representation (Matter No. 1020-00001) has been assessed under the applicable provisions of the Illinois Rules of Professional Conduct, specifically Rule 1.9 (Duties to Former Clients). Under Rule 1.9(a), a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent confirmed in writing. The analysis requires consideration of two elements: (1) whether the proposed GAP engagement is the "same or a substantially related matter" as the prior PNB engagement, and (2) whether the interests of GAP are "materially adverse" to the interests of PNB.
Substantial Relationship. The prior PNB matter (Matter No. 1020-00001) involved the documentation of a term loan to Great Plains Feedlot Inc. The proposed GAP engagement involves a new asset-based revolving credit facility to a different borrower in a different agricultural subsector, with a different lender group, and a different collateral package. The two matters share no factual overlap, no common parties (other than PNB itself, in different capacities), no common collateral, and no common legal issues beyond the general category of agricultural lending. No confidential information obtained in the prior PNB matter — regarding PNB's internal credit policies, risk appetite, pricing methodologies, or any other proprietary information — is relevant to or would confer any advantage or disadvantage in connection with the proposed GAP engagement, in which PNB is merely the outgoing lender being refinanced. The prior matter and the proposed matter are not "substantially related" within the meaning of Rule 1.9.
Material Adversity. The proposed GAP engagement does not place GAP's interests in material adversity to PNB's interests. PNB's existing facility will be repaid in full at closing, and PNB will receive full satisfaction of all outstanding obligations. The payoff process is a standard, cooperative refinancing transaction in which PNB's economic interests are not prejudiced. C&H would not be litigating against PNB or seeking to impose any loss or disadvantage upon PNB. To the contrary, PNB will be made whole through the payoff process.
Based on this analysis, the prior representation of PNB does not give rise to a conflict under Rule 1.9, and no waiver or consent from PNB is required.
Result: Clear — No Conflict. The former client relationship with PNB (closed, unrelated matter) does not give rise to a conflict of interest. The proposed GAP engagement is not substantially related to the prior PNB matter, and the representation of GAP would not be materially adverse to PNB's interests. No waiver, consent, or ethical screen is required.
F. Kessler, Brandt & Whitfield LLP
Searches were conducted for Kessler, Brandt & Whitfield LLP using the full legal name and common variants, including "KBW" and "Kessler Brandt." The search also included the individual names of Richard Whitfield and Lauren Chisholm.
No current or prior representations were identified in which KBW was a client of the Firm. KBW has not engaged Calderwood & Harkness for any matter, and the Firm owes no duties of loyalty or confidentiality to KBW.
The search did identify two prior matters in which KBW appeared as opposing counsel or counterparty counsel in matters handled by Calderwood & Harkness. Both matters are closed and involved entirely unrelated subject matter (one involved a commercial lease dispute in C&H's Chicago office, and the other involved regulatory compliance advice in C&H's Washington, D.C. office). The appearance of another law firm as opposing counsel in prior unrelated matters does not create a conflict of interest. Law firms are not "clients" by virtue of being adverse counsel, and there is no ethical prohibition on opposing the same law firm in successive unrelated matters.
Result: Clear — No Conflict.
G. Pryor & Associates LLC, Ashford, Kline & Pearce LLP, Redwood Insurance Group, Inc., and Northstar Mutual Insurance Company
Searches were conducted for each of the four additional transaction parties identified in Section II.E above (entities 10 through 13), using full legal names and common variants.
No current or prior representations were identified for any of these entities. No adverse-party matches were identified for any of these entities. None of these entities appears in the Firm's CMS in any capacity in any current, closed, or prospective matter.
Result: Clear — No Conflict.
H. Individual Name Searches (Lindstrom, Calloway, Foss, Vasquez, Thorn, Kuo, Nolan, Osei, Herrera, Braddock, Whitfield, Chisholm, Pryor, Drummond, Templeton, et al.)
Individual name searches were conducted for each of the key principals and contacts identified in Section II above and listed in Section III of this memorandum. Searches were conducted using full names, with supplemental searches using last names alone where common-name disambiguation was necessary. The CMS was searched for each individual as a client contact, adverse-party contact, or individual party in any capacity.
No matches were identified for any individual listed that would give rise to a conflict of interest. Specifically, no individual associated with any party to the proposed transaction has been a client of the Firm, an adverse party in a Firm matter, or otherwise connected to any engagement that would create a conflict or potential conflict in connection with the proposed GAP engagement.
Result: Clear — No Conflict.
I. Lindstrom Family Trust and Calloway-Foss Investments LP
Searches were conducted for the Lindstrom Family Trust and Calloway-Foss Investments LP, the two principal equity holders of Greenfield Holdings Corp. (the parent of GAP). Searches were conducted using full entity names and common variants, including "Lindstrom Trust," "Calloway-Foss," and "Calloway Foss Investments."
No current or prior representations were identified for either entity. No adverse-party matches were identified for either entity. Neither entity appears in the Firm's CMS in any capacity in any current, closed, or prospective matter.
Result: Clear — No Conflict.
V. Analysis and Conclusion
Comprehensive conflicts searches have been completed for all identified parties and individuals in connection with the proposed representation of Greenfield Agricultural Partners LLC as borrower in the proposed $80,000,000 senior secured asset-based revolving credit facility to be arranged by Heartland Commerce Bank, National Association, as Administrative Agent and Sole Lead Arranger.
In total, the searches encompassed fifteen (15) entity parties, two (2) trusts and investment vehicles, and fifteen (15) named individuals across all current, recently closed, and prospective matters of the Firm, spanning all offices and all practice groups.
Two prior matters involving transaction counterparties were identified during the search process, and each has been analyzed and determined not to give rise to any conflict of interest:
(a) Matter No. 1020-00001 (Avalon Properties Group LLC — Acquisition Financing, C&H New York office, closed April 2021): In this prior matter, Calderwood & Harkness represented Avalon Properties Group LLC as borrower's counsel in a commercial real estate financing in which Heartland Commerce Bank, N.A. served as the lead lender. HCB was a counterparty in that matter and was not a client of the Firm. The matter is closed. No confidential information obtained in connection with that matter is relevant to the proposed GAP engagement. This prior matter does not create any current-client or former-client conflict.