Attachment: Proposed Hearing Agenda — Interim DIP Financing Hearing (May 22, 2025).pdf
Dear Chambers of the Honorable Margaret R. Dunleavy:
I write on behalf of Greenfield Agricultural Partners LLC ("Greenfield" or the "Debtor"), the debtor and debtor-in-possession in the above-captioned case, to respectfully request that the Court schedule an interim hearing on the Debtor's Emergency Motion for DIP Financing and to submit a proposed hearing agenda for the Court's consideration. I am an associate at Calderwood & Harkness LLP, counsel to the Debtor in this proceeding. The responsible partner on this matter is Nathaniel Bower.
**Case Background**
On May 15, 2025 (the "Petition Date"), Greenfield filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division, Case No. 25-01147.
**The DIP Financing Motion and Related First-Day Filings**
Concurrently with its petition, on May 15, 2025, the Debtor filed an Emergency Motion for Entry of Interim and Final Orders Authorizing Debtor-in-Possession Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364, and 507 (the "DIP Financing Motion"). The DIP Financing Motion seeks authority for Greenfield to enter into a $175,000,000 senior secured superpriority revolving credit facility (the "DIP Facility") with a syndicate of lenders led by Ironclad Capital Partners LP, as Administrative Agent.
The Debtor also filed the following related first-day motions on the Petition Date: (i) a Motion for Authority to Use Cash Collateral of pre-petition secured lenders in the ordinary course, subject to adequate protection; and (ii) a Motion for Authority to Pay Pre-Petition Claims of Critical Vendors in an amount up to $12,000,000, covering critical chemical raw material suppliers and essential service providers.
**Request to Schedule Interim Hearing for May 22, 2025**
The Debtor respectfully requests that the Court schedule an interim hearing on the DIP Financing Motion for May 22, 2025, which is five (5) business days after the Petition Date, or at the earliest date convenient to the Court. The urgency of this request is driven by the following circumstances:
First, as of the Petition Date, the Debtor had only approximately $11,800,000 in unrestricted cash on hand. This amount is insufficient to fund the Debtor's ongoing operations — which encompass three manufacturing plants located in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas; fourteen (14) regional distribution centers; and a workforce of approximately 2,300 employees — through the critical spring and summer growing season without access to debtor-in-possession financing.
Second, the DIP Credit Agreement provides for an interim draw of up to $80,000,000 upon entry of an Interim DIP Order, which is essential to provide immediate liquidity to sustain operations, preserve going-concern value, and prevent irreparable harm to the estate.
Third, a milestone under the DIP Facility requires entry of the Interim DIP Order within five (5) business days of the Petition Date — that is, by May 22, 2025. Failure to meet this milestone would constitute an Event of Default under the DIP Credit Agreement and could jeopardize the Debtor's access to the entire DIP Facility.
The Debtor notes that the proposed Final DIP Order hearing is targeted for a date on or before June 19, 2025 (thirty-five (35) days after the Petition Date), and the Debtor will separately request scheduling for that hearing.
**Proposed Hearing Agenda**
Attached hereto as a PDF is the Debtor's Proposed Hearing Agenda for the May 22, 2025 interim hearing, which is submitted for the Court's consideration and is subject to the Court's discretion. By way of summary, the proposed agenda includes the following matters:
1. **Emergency Motion for Entry of Interim Order Authorizing DIP Financing.** The Debtor will present its need for the $175,000,000 DIP Facility and seek entry of the proposed Interim Order authorizing borrowings of up to $80,000,000 on an interim basis. The proposed Interim Order provides for: (a) the granting of superpriority administrative expense claims under § 364(c)(1) and first-priority priming liens under § 364(d); (b) adequate protection for pre-petition secured lenders (Prairie State Bank, N.A., as first lien agent), including replacement liens, § 507(b) claims, and current-pay interest; (c) approval of a professional fee and U.S. Trustee fee carve-out ($2,500,000 for estate professionals and $500,000 for U.S. Trustee fees post-trigger); and (d) approval of the DIP Budget, a thirteen-week budget covering May 15, 2025 through August 13, 2025, attached as Exhibit A to the proposed Interim Order. The Debtor's presentation will be supported by the Declaration of Patricia Langford, Chief Financial Officer of Greenfield, and the Declaration of Nolan Ashworth of Claridge Advisory Group LLC, the Debtor's financial advisor.
2. **Motion for Authority to Use Cash Collateral.** Authority for the Debtor to use cash collateral of pre-petition secured lenders in the ordinary course, subject to adequate protection.
3. **Motion for Authority to Pay Pre-Petition Claims of Critical Vendors.** Authority to pay up to $12,000,000 in pre-petition claims of critical chemical raw material suppliers and essential service providers.
4. **Application to Approve Retention of Calderwood & Harkness LLP as Debtor's Counsel.** Approval nunc pro tunc to the Petition Date.
5. **Scheduling of Final Hearing.** The Debtor will request that the Court set the final hearing on the DIP Financing Motion for a date on or before June 19, 2025, and establish deadlines for the filing of objections.
**Notice and Service**
Notice of the filing of the DIP Financing Motion and of this scheduling request has been provided to the following parties:
- Harmon & Keach LLP (Richard Yeung and Laura Brennan), counsel to the DIP Agent and DIP Lenders, who are copied on this email; - The Office of the United States Trustee, Region 12, which is copied on this email; - Prairie State Bank, N.A. (pre-petition first lien agent), via its counsel; - Meridian Trust Company (collateral agent and indenture trustee for the Senior Unsecured Notes); and - The twenty (20) largest unsecured creditors as identified in the Debtor's petition.
The Debtor understands that an Official Committee of Unsecured Creditors has not yet been appointed by the United States Trustee. The Debtor will provide prompt notice to any committee and its counsel immediately upon appointment.
**Consent and Status of Objections**
Harmon & Keach LLP, on behalf of the DIP Lender group, consents to the proposed hearing date of May 22, 2025. Prairie State Bank, N.A. has indicated conditional consent to the proposed priming, subject to the adequate protection terms reflected in the Adequate Protection Stipulation that the Debtor intends to file with the Court. No objections to the scheduling of the interim hearing have been received to date.
**Contact Information**
I am available to provide any additional information or materials that the Court or chambers may require. My contact information is below. Nathaniel Bower, the responsible partner on this matter, is also available at the Court's convenience and may be reached at nbower@calderwoodharkness.com or (515) 244-7800.
We are grateful for the Court's attention to this matter given the time-sensitive nature of the Debtor's liquidity needs.
Respectfully submitted,
Gabrielle Moss Calderwood & Harkness LLP 801 Grand Avenue, Suite 3300 Des Moines, IA 50309 Tel: (515) 244-7822 Email: gmoss@calderwoodharkness.com
450 Park Avenue New York, NY 10022 Tel: (212) 558-4000
*Counsel for Greenfield Agricultural Partners LLC, Debtor and Debtor-in-Possession*
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