[sheet: Cover]
Field | Value
Transaction | Senior Secured Superpriority Debtor-in-Possession Credit Facility — $175,000,000
Borrower / Debtor | Greenfield Agricultural Partners LLC
Borrower Address | 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613
Borrower EIN | 42-8837291
Bankruptcy Case No. | 25-01147
Court | U.S. Bankruptcy Court, Northern District of Iowa (Cedar Rapids Division)
Judge | Hon. Margaret R. Dunleavy
Petition Date | May 15, 2025
Administrative Agent | Ironclad Capital Partners LP
Agent Address | 600 Lexington Avenue, 34th Floor, New York, NY 10022
Collateral Agent | Meridian Trust Company
Collateral Agent Address | 101 Park Avenue, 20th Floor, New York, NY 10178
DIP Lenders | Ironclad Capital Partners LP ($100M); Ridgeline Opportunity Fund III LP ($50M); Bramblewood Credit Advisors LLC ($25M)
Pre-Petition First Lien Agent | Prairie State Bank, National Association
Debtor's Counsel | Calderwood & Harkness LLP
Engagement No. | 1020-00002
Responsible Partner | Nathaniel Bower
Billing Partner | Colette Whitman
Lead Associate | Gabrielle Moss
Working Associate | Amy Chesterton
DIP Lender Counsel | Harmon & Keach LLP
Debtor's Financial Advisor | Claridge Advisory Group LLC
Appraiser | Bellwether Valuation Services Inc.
Auditor / Tax Advisor | Holloway & Birch LLP
Interim Closing Target Date | May 22, 2025
Final Closing Target Date | June 19, 2025
Governing Law (Credit Agreement) | New York
Governing Law (Bankruptcy Proceedings) | Iowa
Prepared By | Calderwood & Harkness LLP
Last Updated | May 21, 2025
[sheet: Interim Closing]
Item No. | Category | Description | Document / Deliverable | Responsible Party | Target Date | Status | Notes
1 | Credit Agreement | Senior Secured Superpriority Debtor-in-Possession Credit Agreement — execution version — among Greenfield Agricultural Partners LLC as Borrower, Ironclad Capital Partners LP as Administrative Agent, and Ironclad, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC as Lenders, with Meridian Trust Company as Collateral Agent. $175,000,000 facility; SOFR + 850 bps; SOFR floor 4.00%; closing fee 2.00% ($3,500,000); exit fee 1.00% ($1,750,000); unused line fee 0.50% p.a. | dip-credit-agreement-execution.docx | Calderwood & Harkness LLP / Harmon & Keach LLP | May 22, 2025 | Executed | Dated as of Interim Order entry date; New York law governs
2 | Promissory Notes | DIP Promissory Note — Ironclad Capital Partners LP — $100,000,000 commitment (57.14% of facility); SOFR + 850 bps | dip-promissory-note-ironclad.docx | Calderwood & Harkness LLP | May 22, 2025 | Executed | Executed by Greenfield as maker
3 | Promissory Notes | DIP Promissory Note — Ridgeline Opportunity Fund III LP — $50,000,000 commitment (28.57% of facility); SOFR + 850 bps | dip-promissory-note-ridgeline.docx | Calderwood & Harkness LLP | May 22, 2025 | Executed | Executed by Greenfield as maker
4 | Promissory Notes | DIP Promissory Note — Bramblewood Credit Advisors LLC — $25,000,000 commitment (14.29% of facility); SOFR + 850 bps | dip-promissory-note-bramblewood.docx | Calderwood & Harkness LLP | May 22, 2025 | Executed | Executed by Greenfield as maker
5 | Security Documents | DIP Security Agreement — Greenfield to Meridian Trust Company as Collateral Agent — first-priority priming lien under §364(d) on substantially all assets (accounts, inventory, equipment, general intangibles, proceeds) | dip-security-agreement.docx | Calderwood & Harkness LLP | May 22, 2025 | Executed | Superpriority lien per §364(c)(1), priming lien per §364(d), lien on unencumbered assets per §364(c)(2) and (c)(3)
6 | Security Documents | DIP Pledge Agreement — pledge of membership interests and equity of Greenfield | dip-pledge-agreement.docx | Calderwood & Harkness LLP | May 22, 2025 | Executed
7 | Security Documents | DIP intellectual Property Security Agreement — security interest in all patents, trademarks (including ClearGuard XR brand), copyrights, trade secrets, and related IP | dip-ip-security-agreement.docx | Calderwood & Harkness LLP | May 22, 2025 | Executed | Includes flagship herbicide brand ClearGuard XR
8 | Mortgages | Mortgage, Assignment of Leases and Rents, and Security Agreement — Cedar Falls Plant — 1400 Prairie Ridge Drive, Cedar Falls, IA 50613 — in favor of Meridian Trust Company as Collateral Agent | mortgage-cedar-falls.docx | Calderwood & Harkness LLP | May 22, 2025 | Executed | Iowa law governs; to be recorded with Black Hawk County Recorder
9 | Mortgages | Mortgage, Assignment of Leases and Rents, and Security Agreement — Decatur Plant — 2200 Industrial Boulevard, Decatur, IL 62521 — in favor of Meridian Trust Company as Collateral Agent | mortgage-decatur.docx | Calderwood & Harkness LLP | May 22, 2025 | Executed | Illinois law governs; to be recorded with Macon County Recorder
10 | Mortgages | Mortgage, Assignment of Leases and Rents, and Security Agreement — Jonesboro Plant — 815 County Road 740, Jonesboro, AR 72401 — in favor of Meridian Trust Company as Collateral Agent | mortgage-jonesboro.docx | Calderwood & Harkness LLP | May 22, 2025 | Executed | Arkansas law governs; to be recorded with Craighead County Circuit Clerk
11 | Court Orders | Proposed Interim Order Authorizing Debtor-in-Possession Financing — authorizing borrowing of up to $80,000,000 on interim basis; granting superpriority liens and adequate protection; DIP Budget attached as Exhibit A; DIP Credit Agreement as Exhibit B | proposed-interim-order-dip.docx | Calderwood & Harkness LLP | May 22, 2025 | Pending Entry | Must be entered within 5 business days of Petition Date
12 | Court Filings | Emergency Motion for Entry of Interim and Final Orders Authorizing DIP Financing pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364, and 507 — filed in Case No. 25-01147 | emergency-motion-dip-financing.docx | Calderwood & Harkness LLP | May 15, 2025 | Filed | Filed on Petition Date
13 | Court Filings | Declaration of Patricia Langford (CFO) in Support of DIP Financing Motion — attesting to financial condition, $489,200,000 total debt, liquidity needs, causes of distress | declaration-langford-dip.docx | Calderwood & Harkness LLP | May 15, 2025 | Filed | Pre-petition total debt: $310M 1L + $72.3M ABL + $84.2M unsecured notes + $22.7M trade
14 | Court Filings | Declaration of Nolan Ashworth (Claridge Advisory Group LLC) in Support of DIP Financing Motion — describing marketing process, reasonableness of terms, and 13-week cash flow analysis | declaration-ashworth-dip.docx | Calderwood & Harkness LLP / Claridge Advisory | May 15, 2025 | Filed | Engagement lead for Claridge
15 | DIP Budget | 13-Week DIP Budget (May 15, 2025 — August 13, 2025) — Exhibit A to Interim Order — operating receipts $129,600,000; operating disbursements $133,900,000; restructuring fees $16,100,000; net cash outflow $35,050,000; ending cash $56,750,000 | 13-week-dip-budget.xlsx | Claridge Advisory / Calderwood & Harkness LLP | May 22, 2025 | Final | Reconciliation: $11,800 opening + $80,000 interim draw – $35,050 net outflow = $56,750 ending cash; compliant with $15M minimum liquidity covenant
16 | Certificates | Officer's Certificate — Conditions Precedent to Interim Draw — signed by Derek Calloway (CEO) and Patricia Langford (CFO) — certifying satisfaction of all CPs including reps and warranties, absence of defaults, entry of Interim Order | officers-certificate-interim-draw.docx | Greenfield (Calloway / Langford) | May 22, 2025 | Pending | To be delivered concurrently with Interim Order
17 | Certificates | Solvency Certificate (as of Petition Date — limited) — delivered by Patricia Langford (CFO) — certifying post-DIP-funding solvency on going-concern basis | solvency-certificate.docx | Greenfield (Langford) | May 22, 2025 | Pending | Customary DIP solvency qualification; exclusive of avoidance actions
18 | Certificates | Perfection Certificate — identifying all filing jurisdictions, organizational details (Iowa LLC, EIN 42-8837291), collateral locations (Cedar Falls, IA; Decatur, IL; Jonesboro, AR; Ames, IA R&D farm at 4500 University Blvd), deposit accounts, LC rights, IP registrations | perfection-certificate.docx | Calderwood & Harkness LLP / Greenfield | May 22, 2025 | Pending | Registered agent: Capitol Registered Agents Inc., 400 E. Court Ave., Suite 200, Des Moines, IA 50309
19 | Borrowing Request | Borrowing Request — Initial DIP Draw — $80,000,000 — from Greenfield to Ironclad Capital Partners LP as Administrative Agent — specifying borrowing date, interest period, funds flow instructions | borrowing-request-initial-draw.docx | Greenfield (James Delacroix, VP Treasury) | May 22, 2025 | Pending | Allocation: Ironclad $45,714,286 (57.14%); Ridgeline $22,857,143 (28.57%); Bramblewood $11,428,571 (14.29%)
20 | UCC Filings | UCC-1 Financing Statement — Iowa Secretary of State — Greenfield as Debtor, Meridian Trust Company as Secured Party — all assets | N/A — to be filed | Calderwood & Harkness LLP | May 22, 2025 | Pending Filing | Iowa SOS; blanket filing
21 | UCC Filings | UCC-1 Financing Statement — Delaware Secretary of State (if applicable for Ironclad, Ridgeline, Bramblewood entity-level filings) | N/A — to be filed | Harmon & Keach LLP | May 22, 2025 | Pending Filing | As required
22 | UCC Filings | UCC-1 Financing Statement — USPTO — Intellectual property filing (patents, trademarks including ClearGuard XR) | N/A — to be filed | Calderwood & Harkness LLP | May 22, 2025 | Pending Filing | Supplemental IP perfection
23 | Adequate Protection | Adequate Protection Stipulation between Greenfield and Prairie State Bank, N.A. as pre-petition first lien agent — replacement liens (junior to DIP liens and carve-out), §507(b) superpriority claim (junior to DIP superpriority), current-pay interest at SOFR + 450 bps, monthly reporting | adequate-protection-stipulation.docx | Calderwood & Harkness LLP / Prairie State Bank | May 22, 2025 | Executed | Filed with Court
24 | Intercreditor | Intercreditor Agreement — Ironclad Capital Partners LP (DIP Agent) / Prairie State Bank, N.A. (pre-petition first lien agent) — lien priority, waterfall, standstill, remedies | intercreditor-agreement.docx | Calderwood & Harkness LLP / Harmon & Keach LLP | May 22, 2025 | Executed | New York law governs
25 | Consent | Consent Letter — Prairie State Bank, N.A. — signed by Thomas Whitaker (SVP, Loan Workout Group) — consenting to priming of pre-petition first liens by DIP liens, subject to adequate protection terms in Interim and Final Orders | consent-letter-prairie-state.docx | Prairie State Bank (Thomas Whitaker) | May 20, 2025 | Received | Dated May 20, 2025; conditional on Court-approved adequate protection
26 | ABL Roll-Up | Documentation of $20,000,000 pre-petition ABL roll-up into DIP Facility — agreed by ABL Revolver lenders (Prairie State Bank, Hawthorn National Bank, Northland Savings Bank, F.S.B.) | Per DIP Credit Agreement provisions | Calderwood & Harkness LLP / Harmon & Keach LLP | May 22, 2025 | Pending | Contingent on ABL lender consent; $72.3M drawn on $95M ABL; $20M to be rolled into DIP
27 | Insurance | Certificate of Insurance — D&O Liability — Stonebridge Insurance Group Ltd. — Policy No. SIG-DO-2024-07821 — $15,000,000 aggregate limit | To be obtained from Stonebridge | Greenfield (Monica Huang, General Counsel) | May 22, 2025 | Pending | Confirm coverage remains in force post-petition
28 | Insurance | Certificate of Insurance — Property and Casualty — covering Cedar Falls, Decatur, and Jonesboro manufacturing plants and 14 regional distribution centers | To be obtained from carrier | Greenfield (Monica Huang) | May 22, 2025 | Pending | DIP Lenders / Collateral Agent to be named as additional insured / loss payee
29 | Legal Opinions | Legal Opinion of Calderwood & Harkness LLP — enforceability opinion re: DIP Credit Agreement, Security Agreement, and related loan documents (Iowa and New York law) | To be delivered | Calderwood & Harkness LLP (Nathaniel Bower) | May 22, 2025 | Draft | Covers authorization, execution, enforceability
30 | Legal Opinions | Legal Opinion of Harmon & Keach LLP (or local counsel) — as to perfection of security interests and liens in applicable jurisdictions | To be delivered | Harmon & Keach LLP (Richard Yeung) | May 22, 2025 | Draft
31 | Organizational Documents | Certified copy of Certificate of Organization / Articles of Organization — Greenfield Agricultural Partners LLC — Iowa Secretary of State | To be obtained | Greenfield (Monica Huang) | May 22, 2025 | Pending | Iowa LLC
32 | Organizational Documents | Good Standing Certificate — Greenfield — Iowa Secretary of State | To be obtained | Greenfield (Monica Huang) | May 22, 2025 | Pending | Dated within 30 days
33 | Organizational Documents | Certified copy of Operating Agreement (as amended) — Greenfield Agricultural Partners LLC | To be obtained | Greenfield (Monica Huang) | May 22, 2025 | Pending
34 | Organizational Documents | Manager / Member Resolutions authorizing DIP Facility, execution of all loan documents, and granting of liens | To be prepared | Calderwood & Harkness LLP / Greenfield | May 22, 2025 | Draft | Derek Calloway as CEO and Manager to execute
35 | Organizational Documents | Incumbency Certificate — Greenfield — identifying authorized signatories (Derek Calloway, CEO; Patricia Langford, CFO; Monica Huang, GC) | To be prepared | Greenfield (Monica Huang) | May 22, 2025 | Pending
36 | Appraisals | Appraisal Report — Bellwether Valuation Services Inc. — real property, equipment, inventory, and intellectual property — for borrowing base and collateral coverage purposes | To be delivered by Bellwether (Gregory Pineda, Senior Managing Director) | Bellwether Valuation Services Inc. | May 22, 2025 | Pending | Covers Cedar Falls, Decatur, Jonesboro plants; Ames R&D farm; 14 distribution centers; enterprise value est. $280M–$340M
37 | Cash Collateral | Motion for Authority to Use Cash Collateral Pursuant to 11 U.S.C. § 363 | motion-cash-collateral.docx | Calderwood & Harkness LLP | May 15, 2025 | Filed | Filed concurrently with DIP Financing Motion
38 | Court Filings — Related | Motion for Authority to Pay Pre-Petition Claims of Critical Vendors (up to $12,000,000) — covering top 5 suppliers owed ~$9,400,000 and Norris Industrial Services LLC ($1,600,000 for Cedar Falls compressor overhaul) | motion-critical-vendors.docx | Calderwood & Harkness LLP | May 15, 2025 | Filed | First-day motion; includes $1.6M Norris claim of $4.2M total overhaul
39 | Court Filings — Related | Application to Approve Retention of Calderwood & Harkness LLP as Debtor's Counsel — 11 U.S.C. § 327(a) — engagement 1020-00002; rates: Partners $1,450–$1,750/hr, Associates $850–$1,150/hr, Paralegals $425/hr | motion-retention-calderwood-harkness.docx | Calderwood & Harkness LLP | May 15, 2025 | Filed | Nunc pro tunc to Petition Date
40 | Fee Payment | Closing Fee payment — $3,500,000 (2.00% × $175,000,000) — to DIP Lenders pro rata | Wire instructions per DIP Credit Agreement | Greenfield (James Delacroix) | May 22, 2025 | Pending | Ironclad: $2,000,000; Ridgeline: $1,000,000; Bramblewood: $500,000
41 | Court Scheduling | Email to Court Chambers — scheduling of Interim Hearing for May 22, 2025 and proposed agenda — sent to chambers of Hon. Margaret R. Dunleavy | email-court-chambers-scheduling.eml | Calderwood & Harkness LLP (Gabrielle Moss) | May 16, 2025 | Sent | Copies to Harmon & Keach LLP and U.S. Trustee Region 12
[sheet: Final Closing]
Item No. | Category | Description | Document / Deliverable | Responsible Party | Target Date | Status | Notes
1 | Court Orders | Final Order Authorizing Debtor-in-Possession Financing — authorizing access to full $175,000,000 facility and final approval of all DIP terms, liens, superpriority claims, adequate protection, and milestones | proposed-final-order-dip.docx | Calderwood & Harkness LLP | June 19, 2025 | Pending | Must be entered within 35 days of Petition Date (May 15, 2025)
2 | Certificates | Officer's Certificate — Conditions Precedent to Final Draw availability — confirming continued compliance with all CPs, no Events of Default, accuracy of representations | To be prepared | Greenfield (Calloway / Langford) | June 19, 2025 | Pending
3 | Supplemental Borrowing Request | Borrowing Request — Final Draw — up to $95,000,000 ($175M – $80M interim draw) — to be submitted as needed after Final Order entry | To be prepared | Greenfield (James Delacroix) | Post-June 19, 2025 | Pending | Subject to borrowing base and covenant compliance
4 | Financial Covenants | Confirmation of compliance with minimum liquidity covenant ($15,000,000 at all times) | Compliance certificate | Greenfield (Patricia Langford, CFO) | June 19, 2025 | Pending | Cash + availability ≥ $15M
5 | Financial Covenants | Confirmation of compliance with maximum budget variance covenant (actual disbursements ≤ 115% of budgeted on rolling 4-week basis, tested weekly) | Variance report | Claridge Advisory / Greenfield | June 19, 2025 | Pending | 15% maximum cumulative variance
6 | Financial Covenants | Confirmation of compliance with minimum EBITDA covenant (≥ negative $5,000,000 for any rolling 4-week period) | EBITDA calculation | Claridge Advisory / Greenfield | June 19, 2025 | Pending
7 | UCC Filings | Confirmation of UCC-1 filing and recording of all mortgages in Iowa (Black Hawk County), Illinois (Macon County), and Arkansas (Craighead County) | Filing confirmations / recorded instruments | Calderwood & Harkness LLP | June 19, 2025 | Pending | Verify perfection of all real property and personal property liens
8 | Appraisals | Final appraisal report from Bellwether Valuation Services Inc. — if supplemental valuation required | To be delivered if needed | Bellwether (Gregory Pineda) | June 19, 2025 | Pending
9 | Insurance | Confirmation of all required insurance endorsements naming DIP Lenders / Collateral Agent as additional insured / loss payee | Insurance certificates / endorsements | Greenfield (Monica Huang) | June 19, 2025 | Pending
10 | No Default Certificate | Certificate confirming no Event of Default or event that with notice or lapse of time would constitute an Event of Default | To be prepared | Greenfield (Calloway / Langford) | June 19, 2025 | Pending
11 | Committee Formation | Confirmation of status of Official Committee of Unsecured Creditors — counsel: Archer Grayson & Cole LLP (Franklin Desmond, Partner; Keiko Tanaka, Associate) | N/A — informational | U.S. Trustee Region 12 | Prior to June 19, 2025 | Pending | UCC counsel at 1201 N. Market St., Suite 1600, Wilmington, DE 19801; and 330 Madison Ave., NY, NY 10017
12 | U.S. Trustee Fees | Quarterly U.S. Trustee fee payment — estimated ~$325,000 per quarter | Payment confirmation | Greenfield (Patricia Langford) | Ongoing | Pending | Based on projected disbursements
13 | Reporting | Delivery of initial monthly reporting package to DIP Agent and pre-petition first lien agent (per adequate protection stipulation) | Financial reports | Greenfield / Claridge Advisory | Ongoing post-Final Order | Pending
[sheet: Milestones]
Milestone No. | Milestone Description | Deadline | Days from Petition Date | Status | Notes
1 | Entry of Interim DIP Order — authorizing interim borrowing of $80,000,000 | May 22, 2025 | 7 | Pending | 5 business days from Petition Date
2 | Entry of Final DIP Order — authorizing full $175,000,000 facility | June 19, 2025 | 35 | Pending | 35 days from Petition Date
3 | Filing of Plan of Reorganization or §363 Sale Motion | October 12, 2025 | 150 | Pending | 150 days from Petition Date
4 | Plan Confirmation or §363 Sale Closing | February 8, 2026 | 270 | Pending | 270 days from Petition Date
5 | DIP Facility Outside Maturity Date | May 15, 2026 | 365 | N/A | 12 months from Petition Date; earlier of maturity, plan effective date, §363 sale consummation, or Event of Default
[sheet: Parties & Contacts]
Entity | Role | Key Contact(s) | Title(s) | Address | Jurisdiction / Entity Type
Greenfield Agricultural Partners LLC | Borrower / Debtor-in-Possession | Derek Calloway; Patricia Langford; Russell Teague; Monica Huang; James Delacroix | CEO; CFO; COO; General Counsel & Secretary; VP Treasury & Capital Markets | 1400 Prairie Ridge Drive, Cedar Falls, IA 50613 | Iowa LLC
Ironclad Capital Partners LP | DIP Administrative Agent / Lead Lender ($100M — 57.14%) | Martin Halberstam; Diana Voss; Kevin Pratt | Managing Partner; Partner, Head of Structured Credit; VP Portfolio Management | 600 Lexington Avenue, 34th Floor, New York, NY 10022 | Delaware LP
Ridgeline Opportunity Fund III LP | DIP Co-Lender ($50M — 28.57%) | Samuel Ostrowski | Managing Director, Special Situations | 200 S. Wacker Drive, Suite 2900, Chicago, IL 60606 | Delaware LP
Bramblewood Credit Advisors LLC | DIP Co-Lender ($25M — 14.29%) | Christine Morel | Principal | 100 Federal Street, Suite 3100, Boston, MA 02110 | Delaware LLC
Prairie State Bank, N.A. | Pre-Petition First Lien Agent / ABL Agent | Thomas Whitaker; Angela Reeves | SVP Loan Workout Group; VP Loan Administration | 500 Main Street, Suite 1200, Kansas City, MO 64105 | National Banking Association (OCC)
Hawthorn National Bank | Pre-Petition ABL Revolver Participant | National Banking Association (OCC — Illinois)
Northland Savings Bank, F.S.B. | Pre-Petition ABL Revolver Participant | Federal Savings Bank (OTS/OCC — Minnesota)
Meridian Trust Company | Collateral Agent (DIP) / Indenture Trustee (Unsecured Notes) | Robert Fennimore | VP, Corporate Trust | 101 Park Avenue, 20th Floor, New York, NY 10178 | New York Trust Company
Calderwood & Harkness LLP | Debtor's Bankruptcy Counsel | Nathaniel Bower; Colette Whitman; Gabrielle Moss; Amy Chesterton | Responsible Partner; Billing Partner; Lead Associate; Working Associate | 450 Park Avenue, New York, NY 10022; 801 Grand Avenue, Suite 3300, Des Moines, IA 50309 | New York LLP
Harmon & Keach LLP | Counsel to DIP Agent / Lenders | Richard Yeung; Laura Brennan | Partner (lead); Senior Associate | 51 West 52nd Street, New York, NY 10019 | New York LLP
Archer Grayson & Cole LLP | Counsel to Official Committee of Unsecured Creditors (upon appointment) | Franklin Desmond; Keiko Tanaka | Partner; Associate | 1201 N. Market Street, Suite 1600, Wilmington, DE 19801; 330 Madison Avenue, New York, NY 10017 | Delaware LLP
Claridge Advisory Group LLC | Debtor's Financial / Restructuring Advisor | Nolan Ashworth; Rebecca Liu | Managing Director (engagement lead); Director | 299 Park Avenue, 18th Floor, New York, NY 10171 | Delaware LLC
Holloway & Birch LLP | Debtor's Auditor and Tax Advisor | Andrew Sorensen | Audit Partner | 155 N. Wacker Drive, Suite 4400, Chicago, IL 60606 | Illinois LLP
Bellwether Valuation Services Inc. | Appraiser (Collateral / Borrowing Base) | Gregory Pineda | Senior Managing Director | 70 W. Madison Street, Suite 3000, Chicago, IL 60602 | Illinois Corporation
Stonebridge Insurance Group Ltd. | D&O Insurance Carrier | 1 Liberty Plaza, 45th Floor, New York, NY 10006 (U.S. office) | Bermuda Exempted Company
Capitol Registered Agents Inc. | Iowa Registered Agent for Greenfield | 400 E. Court Avenue, Suite 200, Des Moines, IA 50309 | Iowa Corporation
Norris Industrial Services LLC | Contractor — Cedar Falls compressor overhaul ($1.6M unpaid of $4.2M total) | Iowa LLC
[sheet: Pre-Petition Debt Summary]
Tranche | Agent / Trustee | Outstanding Amount | Committed Amount | Maturity | Interest Rate | Security | Original Closing Date | Notes
First Lien Term Loan | Prairie State Bank, N.A. | $310,000,000 | $310,000,000 | November 2026 | SOFR + 450 bps | First-priority lien on substantially all assets | November 2021 | Net leverage covenant breach at 12/31/2024: actual 9.82x vs. 6.50x max; forbearance executed 1/31/2025, expired 5/1/2025
ABL Revolver | Prairie State Bank, N.A. (with Hawthorn National Bank and Northland Savings Bank, F.S.B.) | $72,300,000 | $95,000,000 | May 2026 | SOFR + 275 bps | First-priority lien on receivables and inventory (split-collateral) | March 2023 | $20,000,000 to be rolled up into DIP Facility
Senior Unsecured Notes (9.50% due 2027) | Meridian Trust Company (Indenture Trustee) | $84,200,000 | $84,200,000 | March 2027 | 9.50% fixed | Unsecured | March 2024 | Missed semi-annual interest of $3,681,250 on 3/15/2025 ($3,999,500 due less $318,250 paid); grace period expired 4/14/2025
Trade and Other Unsecured Claims | N/A | $22,700,000 | N/A | Various | Various | Unsecured | N/A | Total unsecured claims pool: $84.2M + $22.7M = $106,900,000
TOTAL | $489,200,000 | FY2024 Revenue: $612.4M; EBITDA: $38.7M; LTM Adj. EBITDA (credit agmt): $37.7M; Cash at petition: $11.8M; est. EV $280M–$340M; ~2,300 employees