[sheet: Closing Checklist]

Item No.	Category	Document / Deliverable	Description	Responsible Party	Due Date	Status	Notes / Comments
--	--	HEADER ROW	GREENFIELD AGRICULTURAL PARTNERS LLC — $30,000,000 Senior Unsecured Notes due June 30, 2027 — Rule 144A Private Placement — Draft Closing Checklist — Anticipated Closing Date: June 30, 2022 — Prepared by: Claire Dempsey / Audrey Zhou, Calderwood & Harkness LLP — DRAFT — Last Updated: June 28, 2022	--	--	--	--
I.	TRANSACTION AGREEMENTS
1	Transaction Agreements	Indenture (executed)	Indenture between Greenfield Agricultural Partners LLC, as Issuer, and Heartland Trust Company, National Association, as Trustee, governing $30,000,000 aggregate principal amount of Senior Unsecured Notes due June 30, 2027. Final draft: v.6 dated June 15, 2022. Governed by New York law.	Calderwood & Harkness LLP / Heartland Trust Company, N.A.	2022-06-30	PENDING — Draft v.6 circulated; execution awaiting pricing	Gregory Arndt (Heartland Trust) to arrange trustee execution. Brantley & Whitford LLP (Eleanor Whitford) reviewing on behalf of trustee.
2	Transaction Agreements	Purchase Agreement — Pricing Supplement	Pricing supplement to the Purchase Agreement dated June 20, 2022, between Greenfield Agricultural Partners LLC and Ridgeline Securities LLC, setting forth the final coupon rate, issue price, and closing date for the $30,000,000 Notes. Purchase Agreement executed June 20, 2022 (subject to pricing supplement and closing conditions).	Ridgeline Securities LLC / Pryor, Glendenning & Haas LLP	2022-06-28	NOT COMPLETED — Pricing call on June 28, 2022 failed; offering pulled	Final attempted coupon: 10.250% (maximum authorized by GAP board). Ridgeline unable to build sufficient book. Placement fee of 2.50% ($750,000) was never earned.
3	Transaction Agreements	Registration Rights Agreement (executed)	Registration Rights Agreement by Greenfield Agricultural Partners LLC for the benefit of holders of the Notes, obligating GAP to file an exchange offer registration statement with the SEC within 180 days of issuance and consummate exchange within 270 days. Draft dated June 15, 2022. Governed by New York law.	Calderwood & Harkness LLP	2022-06-30	PENDING — Draft circulated June 15, 2022; never executed	Moot due to offering termination.
II.	OPINIONS AND NEGATIVE ASSURANCE LETTERS
4	Opinions / Letters	C&H Legal Opinion to Ridgeline Securities LLC	Legal opinion of Calderwood & Harkness LLP, as issuer's counsel, addressed to Ridgeline Securities LLC, covering due authorization, valid issuance, enforceability of Notes and Indenture, no conflicts, Securities Act exemption under Section 4(a)(2) / Rule 144A, and New York law matters.	Calderwood & Harkness LLP (Robert Adeyemi)	2022-06-30	PENDING — Draft in preparation
5	Opinions / Letters	C&H 10b-5 Negative Assurance Letter	Negative assurance (10b-5) disclosure letter from Calderwood & Harkness LLP addressed to Ridgeline Securities LLC regarding the Preliminary Offering Memorandum dated June 1, 2022. States nothing came to C&H's attention causing it to believe the OM contained an untrue statement of material fact or omitted a material fact, subject to customary limitations.	Calderwood & Harkness LLP (Robert Adeyemi)	2022-06-30	PENDING — Draft prepared; never finalized or delivered
6	Opinions / Letters	Pryor, Glendenning & Haas LLP Legal Opinion	Legal opinion of Pryor, Glendenning & Haas LLP, as initial purchaser's counsel, addressed to Ridgeline Securities LLC, covering enforceability, Securities Act exemption, and related matters.	Pryor, Glendenning & Haas LLP (David Glendenning / Rachel Moriyama)	2022-06-30	PENDING — Draft not yet received	PGH estimated fees ~$210,000 (reimbursable by issuer per Purchase Agreement §7, capped at $225,000).
III.	CERTIFICATES AND CORPORATE DOCUMENTS
7	Certificates / Corporate	Secretary's / Officer's Certificate	Closing certificate executed by Douglas Evanston, General Counsel & Corporate Secretary of GAP, certifying: (i) board of managers resolutions authorizing the offering, execution of Indenture, Purchase Agreement, Registration Rights Agreement, and issuance of Notes (max authorized coupon 10.250%); (ii) incumbency and specimen signatures of Marcus J. Reinhart (CEO), Linda Shao-Perkins (CFO), Douglas Evanston (GC); (iii) certified copies of GAP certificate of organization and operating agreement; (iv) good standing certificate from Iowa Secretary of State (File No. 723841).	Greenfield Agricultural Partners LLC (Douglas Evanston) / Calderwood & Harkness LLP	2022-06-30	PENDING — Draft prepared; never executed	EIN: 47-3918206
8	Certificates / Corporate	Good Standing Certificate — Iowa Secretary of State	Certificate of good standing for Greenfield Agricultural Partners LLC from the Iowa Secretary of State. File No. 723841. Registered agent: Capitol Filings, Inc., 400 E. Grand Avenue, Des Moines, Iowa 50309.	Greenfield Agricultural Partners LLC (Douglas Evanston)	2022-06-28	PENDING — Not yet ordered	To be dated no more than 5 business days prior to closing.
9	Certificates / Corporate	Good Standing Certificate — Delaware (Tallgrass Capital Holdings LP)	Certificate of good standing for Tallgrass Capital Holdings LP (majority owner, 68.2%) from the Delaware Secretary of State, if required under Purchase Agreement representations.	Tallgrass Capital Holdings LP (Nathan Cordero / Priya Venkatesh)	2022-06-28	PENDING — Not yet ordered	Tallgrass GP: Tallgrass Capital GP LLC (Delaware LLC).
10	Certificates / Corporate	CFO Certificate re: Financial Statements	Certificate of Linda Shao-Perkins, CFO, certifying accuracy of financial information in the Offering Memorandum, including FY 2021 revenue of $189,400,000 and FY 2021 EBITDA of $27,600,000, and no material adverse change since December 31, 2021.	Greenfield Agricultural Partners LLC (Linda Shao-Perkins)	2022-06-30	PENDING — Draft in preparation
IV.	AUDITOR DELIVERABLES
11	Auditor	Clarendon Harris & Co. LLP Comfort Letter	Comfort letter from Clarendon Harris & Co. LLP, independent auditor, addressed to Ridgeline Securities LLC, covering financial data in the Offering Memorandum (FY 2019, 2020, 2021 audited financial statements). Engagement Partner: Martin Okafor.	Clarendon Harris & Co. LLP (Martin Okafor)	2022-06-30	PENDING — Draft comfort letter not yet received	Clarendon Harris principal office: 801 Grand Avenue, Suite 1200, Des Moines, Iowa 50309.
12	Auditor	Clarendon Harris & Co. LLP Bring-Down Comfort Letter	Bring-down comfort letter from Clarendon Harris & Co. LLP dated as of the closing date, confirming no material changes to previously delivered comfort letter.	Clarendon Harris & Co. LLP (Martin Okafor)	2022-06-30	PENDING
V.	TRUSTEE / PAYING AGENT DELIVERABLES
13	Trustee	Heartland Trust Company, N.A. — Trustee Acceptance	Written acceptance by Heartland Trust Company, National Association of its appointment as Trustee and Paying Agent under the Indenture. Contact: Gregory Arndt, Vice President, Corporate Trust.	Heartland Trust Company, N.A. (Gregory Arndt)	2022-06-30	PENDING — Awaiting execution of Indenture	Heartland Trust: 100 South Wacker Drive, Suite 2600, Chicago, Illinois 60606. Trustee acceptance fee: ~$15,000.
14	Trustee	Heartland Trust Company, N.A. — Authentication Order	Written order from GAP to Heartland Trust to authenticate the Notes in the aggregate principal amount of $30,000,000.	Calderwood & Harkness LLP / Greenfield Agricultural Partners LLC	2022-06-30	PENDING
15	Trustee	Brantley & Whitford LLP — Trustee's Counsel Opinion	Opinion of Brantley & Whitford LLP (Eleanor Whitford), counsel to Heartland Trust Company, N.A., regarding trustee's authority and due authorization. Principal office: 200 East Randolph Street, Suite 5400, Chicago, Illinois 60601.	Brantley & Whitford LLP (Eleanor Whitford)	2022-06-30	PENDING — Draft not yet received
VI.	DTC AND SECURITIES MATTERS
16	DTC / Securities	DTC Eligibility Letter	Letter confirming eligibility of the Notes for book-entry transfer and settlement through The Depository Trust Company. CUSIP: 39572L AA 3 (reserved, never activated). ISIN: US39572LAA35 (reserved, never activated).	Ridgeline Securities LLC / Calderwood & Harkness LLP	2022-06-28	PENDING — CUSIP and ISIN reserved but never activated	CUSIP and ISIN reservations to be cancelled following termination.
17	DTC / Securities	Global Note	Global note in the aggregate principal amount of $30,000,000 in form attached as exhibit to the Indenture, to be deposited with DTC or its nominee.	Calderwood & Harkness LLP / Heartland Trust Company, N.A.	2022-06-30	PENDING — Form included in Indenture draft v.6

VII.	FUNDS FLOW AND FINANCIAL MATTERS
18	Funds Flow	Funds Flow Memorandum	Memorandum setting forth the flow of funds on the closing date, including: (i) $30,000,000 aggregate proceeds from sale of Notes; (ii) deduction of placement fee ($750,000 at 2.50%); (iii) $18,000,000 payoff to Meridian Commercial Bank, N.A. to refinance revolving credit facility (drawn balance as of March 31, 2022: $18,000,000; facility: $40,000,000 commitment, SOFR + 325 bps, maturing August 15, 2024); (iv) $9,250,000 to capital expenditure account for Ames adjuvant blending facility (3800 University Boulevard, Ames, Iowa 50010); (v) $2,000,000 to general corporate purposes; (vi) approximately $750,000 for estimated transaction fees and expenses. Wire instructions for all parties.	Calderwood & Harkness LLP / Greenfield Agricultural Partners LLC (Linda Shao-Perkins)	2022-06-28	PENDING — Draft in preparation	Meridian Commercial Bank, N.A.: 225 West Washington Street, Suite 3000, Chicago, Illinois 60606. Net proceeds after placement fee: $29,250,000.
19	Funds Flow	Meridian Commercial Bank, N.A. — Payoff Letter	Payoff letter from Meridian Commercial Bank, N.A. confirming the outstanding balance on the senior secured revolving credit facility ($18,000,000 as of March 31, 2022), per diem interest, wire instructions, and release of liens upon receipt of payoff amount.	Meridian Commercial Bank, N.A. / Greenfield Agricultural Partners LLC	2022-06-28	PENDING — Not yet requested	Existing facility: $40,000,000 commitment; SOFR + 325 bps; matures August 15, 2024.
20	Funds Flow	Lien Release — Meridian Commercial Bank, N.A.	UCC-3 termination statements and other lien release documents from Meridian Commercial Bank, N.A. to be filed upon payoff of revolving credit facility.	Meridian Commercial Bank, N.A. / Calderwood & Harkness LLP	2022-06-30	PENDING
VIII.	INITIAL PURCHASER DELIVERABLES
21	Initial Purchaser	Ridgeline Securities LLC — Selling Restrictions Acknowledgment	Written acknowledgment by Ridgeline Securities LLC of selling restrictions under Securities Act Section 4(a)(2) and Rule 144A (resale only to qualified institutional buyers). Contact: Thomas Reardon (Managing Director, Leveraged Finance); Samantha Ortiz (VP, Debt Capital Markets).	Ridgeline Securities LLC (Thomas Reardon / Samantha Ortiz)	2022-06-30	PENDING	Ridgeline: 399 Park Avenue South, 22nd Floor, New York, New York 10016.
22	Initial Purchaser	Ridgeline Securities LLC — QIB Investor Letters	Letters from each purchaser confirming qualified institutional buyer status under Rule 144A.	Ridgeline Securities LLC	2022-06-30	PENDING — Dependent on book-building	Book-building not completed; offering pulled June 28, 2022.
IX.	RATING AGENCY
23	Rating Agency	Pinnacle Ratings Group, Inc. — Rating Letter	Confirmation from Pinnacle Ratings Group, Inc. of the published credit rating for the Notes. Indicative rating: B+ (stable outlook), communicated March 30, 2022 (non-public). Lead Analyst: Josephine Tran.	Pinnacle Ratings Group, Inc. (Josephine Tran)	2022-06-28	PENDING — Formal rating never published	Pinnacle: 1185 Avenue of the Americas, 30th Floor, New York, New York 10036. Rating agency fee: ~$75,000.
X.	MISCELLANEOUS
24	Miscellaneous	Preliminary Offering Memorandum (Final Version)	Confirmation that the near-final Preliminary Offering Memorandum dated June 1, 2022, as distributed to potential QIB investors, is in agreed form. Printing/EDGAR costs: ~$22,000.	Calderwood & Harkness LLP	2022-06-01	COMPLETED — Distributed June 1, 2022	Final version distributed; no final OM prepared due to termination.
25	Miscellaneous	Evidence of Insurance	Certificates of insurance evidencing GAP's existing insurance coverage as required by the Indenture covenants.	Greenfield Agricultural Partners LLC (Douglas Evanston)	2022-06-28	PENDING
26	Miscellaneous	Blue Sky / State Securities Law Compliance Memo	Memorandum confirming compliance with applicable state securities laws or exemptions for the Rule 144A offering.	Calderwood & Harkness LLP	2022-06-28	PENDING — Draft in preparation	Rule 144A exemption generally preempts state blue sky laws for QIB sales.
27	Miscellaneous	Closing Binder Index	Index of all executed closing documents for assembly into closing binders.	Calderwood & Harkness LLP (Claire Dempsey / Audrey Zhou)	2022-06-30	NOT STARTED	Moot due to termination.

[sheet: Transaction Summary]

Field	Value
Transaction	$30,000,000 Rule 144A Private Placement of Senior Unsecured Notes due June 30, 2027
Issuer	Greenfield Agricultural Partners LLC (Iowa LLC)
Issuer Address	1420 Prairie Ridge Boulevard, Suite 300, Des Moines, Iowa 50309
Issuer EIN	47-3918206
Iowa SOS File No.	723841
Registered Agent	Capitol Filings, Inc., 400 E. Grand Avenue, Des Moines, Iowa 50309
CEO	Marcus J. Reinhart
CFO	Linda Shao-Perkins
General Counsel & Corp. Secretary	Douglas Evanston
Majority Owner (68.2%)	Tallgrass Capital Holdings LP, 2200 Financial Center Drive, Suite 1800, Des Moines, Iowa 50312
Tallgrass Key Contacts	Nathan Cordero (Managing Partner); Priya Venkatesh (Partner, Portfolio Operations)
Minority Owners (31.8%)	Management and legacy family interests
Initial Purchaser	Ridgeline Securities LLC, 399 Park Avenue South, 22nd Floor, New York, New York 10016
Initial Purchaser Contacts	Thomas Reardon (MD, Leveraged Finance); Samantha Ortiz (VP, Debt Capital Markets)
Placement Fee	2.50% ($750,000) — Unearned
Issuer's Counsel	Calderwood & Harkness LLP, 600 Lexington Avenue, New York, New York 10022
C&H Team	Robert Adeyemi (Responsible Partner); Jennifer Kwon (Billing Partner); Claire Dempsey (Lead Associate); Audrey Zhou (Working Associate)
C&H Matter No.	1020-00003
C&H Billing No.	014723.00001
Initial Purchaser's Counsel	Pryor, Glendenning & Haas LLP, 51 West 52nd Street, 40th Floor, New York, New York 10019
PGH Contacts	David Glendenning (Partner); Rachel Moriyama (Senior Associate)
Proposed Trustee / Paying Agent	Heartland Trust Company, N.A., 100 South Wacker Drive, Suite 2600, Chicago, Illinois 60606
Trustee Contact	Gregory Arndt, Vice President, Corporate Trust
Trustee's Counsel	Brantley & Whitford LLP (Eleanor Whitford), 200 East Randolph Street, Suite 5400, Chicago, Illinois 60601

Independent Auditor	Clarendon Harris & Co. LLP (Martin Okafor), 801 Grand Avenue, Suite 1200, Des Moines, Iowa 50309
Rating Agency (Indicative)	Pinnacle Ratings Group, Inc. (Josephine Tran), 1185 Avenue of the Americas, 30th Floor, New York, New York 10036 — Indicative rating: B+ (stable), March 30, 2022
Existing Lender / Agent	Meridian Commercial Bank, N.A., 225 West Washington Street, Suite 3000, Chicago, Illinois 60606
Existing Revolver	$40,000,000 commitment; $18,000,000 drawn (as of 3/31/2022); SOFR + 325 bps; matures August 15, 2024
Aggregate Principal Amount	$30,000,000
Targeted Maturity	June 30, 2027 (5-year tenor)
CUSIP (Reserved)	39572L AA 3 (never activated)
ISIN (Reserved)	US39572LAA35 (never activated)
Initial Price Talk (3/15/2022)	8.750%–9.250%
Revised Price Talk (6/10/2022)	9.500%–10.000%
Final Attempted Coupon (6/28/2022)	10.250% (max authorized by board)
GAP FY 2021 Revenue	$189,400,000
GAP FY 2021 EBITDA	$27,600,000
Pro Forma Net Leverage (post-refi)	~1.09× ($30.0M ÷ $27.6M)
Use of Proceeds — Revolver Refinancing	$18,000,000
Use of Proceeds — Capex (Ames Facility)	$9,250,000 (3800 University Boulevard, Ames, Iowa 50010)
Use of Proceeds — General Corporate	$2,000,000
Use of Proceeds — Fees & Expenses	$750,000
Expense Reimbursement Cap (PGH Counsel Fees)	$225,000 (Purchase Agreement §7)
Expense Reimbursement Cap (PGH OOP)	$50,000 (Purchase Agreement §7)
Governing Law	New York
Securities Exemption	Securities Act Section 4(a)(2); Rule 144A resale to QIBs
Targeted Closing Date	June 30, 2022 (not achieved)
Offering Status	PULLED AT LAUNCH — June 28, 2022
Termination	Ridgeline exercised §9(b) market-out on July 1, 2022

Matter Closed

[sheet: Timeline]

Date	Event	Responsible Party	Status
2022-02-21	Matter opened; C&H engagement letter executed with Greenfield Agricultural Partners LLC	Calderwood & Harkness LLP / Greenfield Agricultural Partners LLC	COMPLETED
2022-03-01	Kickoff call with Ridgeline Securities LLC; due diligence request list circulated to GAP management and Clarendon Harris & Co. LLP	Calderwood & Harkness LLP	COMPLETED
2022-03-15	Initial price talk communicated: 8.750%–9.250%	Ridgeline Securities LLC	COMPLETED
2022-03-30	Pinnacle Ratings Group indicative rating received: B+ (stable outlook)	Pinnacle Ratings Group, Inc. (Josephine Tran)	COMPLETED
2022-04-08	First draft Offering Memorandum circulated	Calderwood & Harkness LLP	COMPLETED
2022-04-22	First draft Indenture circulated	Calderwood & Harkness LLP	COMPLETED
2022-05-06	First draft Purchase Agreement circulated	Pryor, Glendenning & Haas LLP	COMPLETED
2022-05-20	Due diligence sessions and management presentations completed	Greenfield Agricultural Partners LLC / Ridgeline Securities LLC	COMPLETED
2022-06-01	Near-final Preliminary Offering Memorandum distributed to potential QIB investors	Calderwood & Harkness LLP / Ridgeline Securities LLC	COMPLETED
2022-06-10	Revised price talk communicated: 9.500%–10.000% (market deterioration)	Ridgeline Securities LLC	COMPLETED
2022-06-15	Indenture draft v.6 and Registration Rights Agreement draft circulated	Calderwood & Harkness LLP	COMPLETED
2022-06-20	Purchase Agreement executed by Greenfield and Ridgeline (subject to pricing supplement and closing conditions)	Greenfield Agricultural Partners LLC / Ridgeline Securities LLC	COMPLETED
2022-06-28	Pricing call — Ridgeline unable to build sufficient book at 10.250%; OFFERING PULLED	Ridgeline Securities LLC	FAILED
2022-06-30	Targeted closing / issuance date	All parties	NOT ACHIEVED
2022-07-01	Formal termination notice from Ridgeline Securities LLC under Purchase Agreement §9(b) (market out)	Ridgeline Securities LLC	COMPLETED
2022-07-08	C&H internal closing/termination memorandum circulated	Calderwood & Harkness LLP (Claire Dempsey)	COMPLETED
2022-07-15	Matter formally closed (terminated)	Calderwood & Harkness LLP	COMPLETED

[sheet: Expense Summary]

Expense Category	Payee / Vendor	Estimated Amount	Notes
Issuer's Counsel Legal Fees	Calderwood & Harkness LLP	$385,000	Through termination; Matter No. 1020-00003 / Billing No. 014723.00001
Initial Purchaser's Counsel Legal Fees (Reimbursable)	Pryor, Glendenning & Haas LLP	$210,000	Reimbursable by issuer per Purchase Agreement §7; capped at $225,000
Trustee Acceptance Fee	Heartland Trust Company, N.A.	$15,000	Proposed; may not be payable given offering did not close
Rating Agency Fee	Pinnacle Ratings Group, Inc.	$75,000	Indicative rating B+ (stable); formal rating never published
Printing / EDGAR	Various	$22,000	Offering Memorandum preparation and distribution
Miscellaneous	Various	$18,000	Filing fees, courier, document reproduction, etc.
TOTAL ESTIMATED ISSUER TRANSACTION EXPENSES	$725,000	$385,000 + $210,000 + $15,000 + $75,000 + $22,000 + $18,000 = $725,000
Placement Fee (UNEARNED — not included above)	Ridgeline Securities LLC	$0	2.50% × $30,000,000 = $750,000; never earned due to termination
Initial Purchaser's OOP Expense Reimbursement Cap	Ridgeline Securities LLC	$50,000	Per Purchase Agreement §7; cap of $50,000 for out-of-pocket expenses regardless of closing

[sheet: Closing Checklist]
Item No. | Category | Document / Deliverable | Description | Responsible Party | Due Date | Status | Notes / Comments
-- | -- | HEADER ROW | GREENFIELD AGRICULTURAL PARTNERS LLC — $30,000,000 Senior Unsecured Notes due June 30, 2027 — Rule 144A Private Placement — Draft Closing Checklist — Anticipated Closing Date: June 30, 2022 — Prepared by: Claire Dempsey / Audrey Zhou, Calderwood & Harkness LLP — DRAFT — Last Updated: June 28, 2022 | -- | -- | -- | --
I. | TRANSACTION AGREEMENTS
1 | Transaction Agreements | Indenture (executed) | Indenture between Greenfield Agricultural Partners LLC, as Issuer, and Heartland Trust Company, National Association, as Trustee, governing $30,000,000 aggregate principal amount of Senior Unsecured Notes due June 30, 2027. Final draft: v.6 dated June 15, 2022. Governed by New York law. | Calderwood & Harkness LLP / Heartland Trust Company, N.A. | 2022-06-30 | PENDING — Draft v.6 circulated; execution awaiting pricing | Gregory Arndt (Heartland Trust) to arrange trustee execution. Brantley & Whitford LLP (Eleanor Whitford) reviewing on behalf of trustee.
2 | Transaction Agreements | Purchase Agreement — Pricing Supplement | Pricing supplement to the Purchase Agreement dated June 20, 2022, between Greenfield Agricultural Partners LLC and Ridgeline Securities LLC, setting forth the final coupon rate, issue price, and closing date for the $30,000,000 Notes. Purchase Agreement executed June 20, 2022 (subject to pricing supplement and closing conditions). | Ridgeline Securities LLC / Pryor, Glendenning & Haas LLP | 2022-06-28 | NOT COMPLETED — Pricing call on June 28, 2022 failed; offering pulled | Final attempted coupon: 10.250% (maximum authorized by GAP board). Ridgeline unable to build sufficient book. Placement fee of 2.50% ($750,000) was never earned.
3 | Transaction Agreements | Registration Rights Agreement (executed) | Registration Rights Agreement by Greenfield Agricultural Partners LLC for the benefit of holders of the Notes, obligating GAP to file an exchange offer registration statement with the SEC within 180 days of issuance and consummate exchange within 270 days. Draft dated June 15, 2022. Governed by New York law. | Calderwood & Harkness LLP | 2022-06-30 | PENDING — Draft circulated June 15, 2022; never executed | Moot due to offering termination.
II. | OPINIONS AND NEGATIVE ASSURANCE LETTERS
4 | Opinions / Letters | C&H Legal Opinion to Ridgeline Securities LLC | Legal opinion of Calderwood & Harkness LLP, as issuer's counsel, addressed to Ridgeline Securities LLC, covering due authorization, valid issuance, enforceability of Notes and Indenture, no conflicts, Securities Act exemption under Section 4(a)(2) / Rule 144A, and New York law matters. | Calderwood & Harkness LLP (Robert Adeyemi) | 2022-06-30 | PENDING — Draft in preparation
5 | Opinions / Letters | C&H 10b-5 Negative Assurance Letter | Negative assurance (10b-5) disclosure letter from Calderwood & Harkness LLP addressed to Ridgeline Securities LLC regarding the Preliminary Offering Memorandum dated June 1, 2022. States nothing came to C&H's attention causing it to believe the OM contained an untrue statement of material fact or omitted a material fact, subject to customary limitations. | Calderwood & Harkness LLP (Robert Adeyemi) | 2022-06-30 | PENDING — Draft prepared; never finalized or delivered
6 | Opinions / Letters | Pryor, Glendenning & Haas LLP Legal Opinion | Legal opinion of Pryor, Glendenning & Haas LLP, as initial purchaser's counsel, addressed to Ridgeline Securities LLC, covering enforceability, Securities Act exemption, and related matters. | Pryor, Glendenning & Haas LLP (David Glendenning / Rachel Moriyama) | 2022-06-30 | PENDING — Draft not yet received | PGH estimated fees ~$210,000 (reimbursable by issuer per Purchase Agreement §7, capped at $225,000).
III. | CERTIFICATES AND CORPORATE DOCUMENTS
7 | Certificates / Corporate | Secretary's / Officer's Certificate | Closing certificate executed by Douglas Evanston, General Counsel & Corporate Secretary of GAP, certifying: (i) board of managers resolutions authorizing the offering, execution of Indenture, Purchase Agreement, Registration Rights Agreement, and issuance of Notes (max authorized coupon 10.250%); (ii) incumbency and specimen signatures of Marcus J. Reinhart (CEO), Linda Shao-Perkins (CFO), Douglas Evanston (GC); (iii) certified copies of GAP certificate of organization and operating agreement; (iv) good standing certificate from Iowa Secretary of State (File No. 723841). | Greenfield Agricultural Partners LLC (Douglas Evanston) / Calderwood & Harkness LLP | 2022-06-30 | PENDING — Draft prepared; never executed | EIN: 47-3918206
8 | Certificates / Corporate | Good Standing Certificate — Iowa Secretary of State | Certificate of good standing for Greenfield Agricultural Partners LLC from the Iowa Secretary of State. File No. 723841. Registered agent: Capitol Filings, Inc., 400 E. Grand Avenue, Des Moines, Iowa 50309. | Greenfield Agricultural Partners LLC (Douglas Evanston) | 2022-06-28 | PENDING — Not yet ordered | To be dated no more than 5 business days prior to closing.
9 | Certificates / Corporate | Good Standing Certificate — Delaware (Tallgrass Capital Holdings LP) | Certificate of good standing for Tallgrass Capital Holdings LP (majority owner, 68.2%) from the Delaware Secretary of State, if required under Purchase Agreement representations. | Tallgrass Capital Holdings LP (Nathan Cordero / Priya Venkatesh) | 2022-06-28 | PENDING — Not yet ordered | Tallgrass GP: Tallgrass Capital GP LLC (Delaware LLC).
10 | Certificates / Corporate | CFO Certificate re: Financial Statements | Certificate of Linda Shao-Perkins, CFO, certifying accuracy of financial information in the Offering Memorandum, including FY 2021 revenue of $189,400,000 and FY 2021 EBITDA of $27,600,000, and no material adverse change since December 31, 2021. | Greenfield Agricultural Partners LLC (Linda Shao-Perkins) | 2022-06-30 | PENDING — Draft in preparation
IV. | AUDITOR DELIVERABLES
11 | Auditor | Clarendon Harris & Co. LLP Comfort Letter | Comfort letter from Clarendon Harris & Co. LLP, independent auditor, addressed to Ridgeline Securities LLC, covering financial data in the Offering Memorandum (FY 2019, 2020, 2021 audited financial statements). Engagement Partner: Martin Okafor. | Clarendon Harris & Co. LLP (Martin Okafor) | 2022-06-30 | PENDING — Draft comfort letter not yet received | Clarendon Harris principal office: 801 Grand Avenue, Suite 1200, Des Moines, Iowa 50309.
12 | Auditor | Clarendon Harris & Co. LLP Bring-Down Comfort Letter | Bring-down comfort letter from Clarendon Harris & Co. LLP dated as of the closing date, confirming no material changes to previously delivered comfort letter. | Clarendon Harris & Co. LLP (Martin Okafor) | 2022-06-30 | PENDING
V. | TRUSTEE / PAYING AGENT DELIVERABLES
13 | Trustee | Heartland Trust Company, N.A. — Trustee Acceptance | Written acceptance by Heartland Trust Company, National Association of its appointment as Trustee and Paying Agent under the Indenture. Contact: Gregory Arndt, Vice President, Corporate Trust. | Heartland Trust Company, N.A. (Gregory Arndt) | 2022-06-30 | PENDING — Awaiting execution of Indenture | Heartland Trust: 100 South Wacker Drive, Suite 2600, Chicago, Illinois 60606. Trustee acceptance fee: ~$15,000.
14 | Trustee | Heartland Trust Company, N.A. — Authentication Order | Written order from GAP to Heartland Trust to authenticate the Notes in the aggregate principal amount of $30,000,000. | Calderwood & Harkness LLP / Greenfield Agricultural Partners LLC | 2022-06-30 | PENDING
15 | Trustee | Brantley & Whitford LLP — Trustee's Counsel Opinion | Opinion of Brantley & Whitford LLP (Eleanor Whitford), counsel to Heartland Trust Company, N.A., regarding trustee's authority and due authorization. Principal office: 200 East Randolph Street, Suite 5400, Chicago, Illinois 60601. | Brantley & Whitford LLP (Eleanor Whitford) | 2022-06-30 | PENDING — Draft not yet received
VI. | DTC AND SECURITIES MATTERS
16 | DTC / Securities | DTC Eligibility Letter | Letter confirming eligibility of the Notes for book-entry transfer and settlement through The Depository Trust Company. CUSIP: 39572L AA 3 (reserved, never activated). ISIN: US39572LAA35 (reserved, never activated). | Ridgeline Securities LLC / Calderwood & Harkness LLP | 2022-06-28 | PENDING — CUSIP and ISIN reserved but never activated | CUSIP and ISIN reservations to be cancelled following termination.
17 | DTC / Securities | Global Note | Global note in the aggregate principal amount of $30,000,000 in form attached as exhibit to the Indenture, to be deposited with DTC or its nominee. | Calderwood & Harkness LLP / Heartland Trust Company, N.A. | 2022-06-30 | PENDING — Form included in Indenture draft v.6
VII. | FUNDS FLOW AND FINANCIAL MATTERS
18 | Funds Flow | Funds Flow Memorandum | Memorandum setting forth the flow of funds on the closing date, including: (i) $30,000,000 aggregate proceeds from sale of Notes; (ii) deduction of placement fee ($750,000 at 2.50%); (iii) $18,000,000 payoff to Meridian Commercial Bank, N.A. to refinance revolving credit facility (drawn balance as of March 31, 2022: $18,000,000; facility: $40,000,000 commitment, SOFR + 325 bps, maturing August 15, 2024); (iv) $9,250,000 to capital expenditure account for Ames adjuvant blending facility (3800 University Boulevard, Ames, Iowa 50010); (v) $2,000,000 to general corporate purposes; (vi) approximately $750,000 for estimated transaction fees and expenses. Wire instructions for all parties. | Calderwood & Harkness LLP / Greenfield Agricultural Partners LLC (Linda Shao-Perkins) | 2022-06-28 | PENDING — Draft in preparation | Meridian Commercial Bank, N.A.: 225 West Washington Street, Suite 3000, Chicago, Illinois 60606. Net proceeds after placement fee: $29,250,000.
19 | Funds Flow | Meridian Commercial Bank, N.A. — Payoff Letter | Payoff letter from Meridian Commercial Bank, N.A. confirming the outstanding balance on the senior secured revolving credit facility ($18,000,000 as of March 31, 2022), per diem interest, wire instructions, and release of liens upon receipt of payoff amount. | Meridian Commercial Bank, N.A. / Greenfield Agricultural Partners LLC | 2022-06-28 | PENDING — Not yet requested | Existing facility: $40,000,000 commitment; SOFR + 325 bps; matures August 15, 2024.
20 | Funds Flow | Lien Release — Meridian Commercial Bank, N.A. | UCC-3 termination statements and other lien release documents from Meridian Commercial Bank, N.A. to be filed upon payoff of revolving credit facility. | Meridian Commercial Bank, N.A. / Calderwood & Harkness LLP | 2022-06-30 | PENDING
VIII. | INITIAL PURCHASER DELIVERABLES
21 | Initial Purchaser | Ridgeline Securities LLC — Selling Restrictions Acknowledgment | Written acknowledgment by Ridgeline Securities LLC of selling restrictions under Securities Act Section 4(a)(2) and Rule 144A (resale only to qualified institutional buyers). Contact: Thomas Reardon (Managing Director, Leveraged Finance); Samantha Ortiz (VP, Debt Capital Markets). | Ridgeline Securities LLC (Thomas Reardon / Samantha Ortiz) | 2022-06-30 | PENDING | Ridgeline: 399 Park Avenue South, 22nd Floor, New York, New York 10016.
22 | Initial Purchaser | Ridgeline Securities LLC — QIB Investor Letters | Letters from each purchaser confirming qualified institutional buyer status under Rule 144A. | Ridgeline Securities LLC | 2022-06-30 | PENDING — Dependent on book-building | Book-building not completed; offering pulled June 28, 2022.
IX. | RATING AGENCY
23 | Rating Agency | Pinnacle Ratings Group, Inc. — Rating Letter | Confirmation from Pinnacle Ratings Group, Inc. of the published credit rating for the Notes. Indicative rating: B+ (stable outlook), communicated March 30, 2022 (non-public). Lead Analyst: Josephine Tran. | Pinnacle Ratings Group, Inc. (Josephine Tran) | 2022-06-28 | PENDING — Formal rating never published | Pinnacle: 1185 Avenue of the Americas, 30th Floor, New York, New York 10036. Rating agency fee: ~$75,000.
X. | MISCELLANEOUS
24 | Miscellaneous | Preliminary Offering Memorandum (Final Version) | Confirmation that the near-final Preliminary Offering Memorandum dated June 1, 2022, as distributed to potential QIB investors, is in agreed form. Printing/EDGAR costs: ~$22,000. | Calderwood & Harkness LLP | 2022-06-01 | COMPLETED — Distributed June 1, 2022 | Final version distributed; no final OM prepared due to termination.
25 | Miscellaneous | Evidence of Insurance | Certificates of insurance evidencing GAP's existing insurance coverage as required by the Indenture covenants. | Greenfield Agricultural Partners LLC (Douglas Evanston) | 2022-06-28 | PENDING
26 | Miscellaneous | Blue Sky / State Securities Law Compliance Memo | Memorandum confirming compliance with applicable state securities laws or exemptions for the Rule 144A offering. | Calderwood & Harkness LLP | 2022-06-28 | PENDING — Draft in preparation | Rule 144A exemption generally preempts state blue sky laws for QIB sales.
27 | Miscellaneous | Closing Binder Index | Index of all executed closing documents for assembly into closing binders. | Calderwood & Harkness LLP (Claire Dempsey / Audrey Zhou) | 2022-06-30 | NOT STARTED | Moot due to termination.
[sheet: Transaction Summary]
Field | Value
Transaction | $30,000,000 Rule 144A Private Placement of Senior Unsecured Notes due June 30, 2027
Issuer | Greenfield Agricultural Partners LLC (Iowa LLC)
Issuer Address | 1420 Prairie Ridge Boulevard, Suite 300, Des Moines, Iowa 50309
Issuer EIN | 47-3918206
Iowa SOS File No. | 723841
Registered Agent | Capitol Filings, Inc., 400 E. Grand Avenue, Des Moines, Iowa 50309
CEO | Marcus J. Reinhart
CFO | Linda Shao-Perkins
General Counsel & Corp. Secretary | Douglas Evanston
Majority Owner (68.2%) | Tallgrass Capital Holdings LP, 2200 Financial Center Drive, Suite 1800, Des Moines, Iowa 50312
Tallgrass Key Contacts | Nathan Cordero (Managing Partner); Priya Venkatesh (Partner, Portfolio Operations)
Minority Owners (31.8%) | Management and legacy family interests
Initial Purchaser | Ridgeline Securities LLC, 399 Park Avenue South, 22nd Floor, New York, New York 10016
Initial Purchaser Contacts | Thomas Reardon (MD, Leveraged Finance); Samantha Ortiz (VP, Debt Capital Markets)
Placement Fee | 2.50% ($750,000) — Unearned
Issuer's Counsel | Calderwood & Harkness LLP, 600 Lexington Avenue, New York, New York 10022
C&H Team | Robert Adeyemi (Responsible Partner); Jennifer Kwon (Billing Partner); Claire Dempsey (Lead Associate); Audrey Zhou (Working Associate)
C&H Matter No. | 1020-00003
C&H Billing No. | 014723.00001
Initial Purchaser's Counsel | Pryor, Glendenning & Haas LLP, 51 West 52nd Street, 40th Floor, New York, New York 10019
PGH Contacts | David Glendenning (Partner); Rachel Moriyama (Senior Associate)
Proposed Trustee / Paying Agent | Heartland Trust Company, N.A., 100 South Wacker Drive, Suite 2600, Chicago, Illinois 60606
Trustee Contact | Gregory Arndt, Vice President, Corporate Trust
Trustee's Counsel | Brantley & Whitford LLP (Eleanor Whitford), 200 East Randolph Street, Suite 5400, Chicago, Illinois 60601
Independent Auditor | Clarendon Harris & Co. LLP (Martin Okafor), 801 Grand Avenue, Suite 1200, Des Moines, Iowa 50309
Rating Agency (Indicative) | Pinnacle Ratings Group, Inc. (Josephine Tran), 1185 Avenue of the Americas, 30th Floor, New York, New York 10036 — Indicative rating: B+ (stable), March 30, 2022
Existing Lender / Agent | Meridian Commercial Bank, N.A., 225 West Washington Street, Suite 3000, Chicago, Illinois 60606
Existing Revolver | $40,000,000 commitment; $18,000,000 drawn (as of 3/31/2022); SOFR + 325 bps; matures August 15, 2024
Aggregate Principal Amount | $30,000,000
Targeted Maturity | June 30, 2027 (5-year tenor)
CUSIP (Reserved) | 39572L AA 3 (never activated)
ISIN (Reserved) | US39572LAA35 (never activated)
Initial Price Talk (3/15/2022) | 8.750%–9.250%
Revised Price Talk (6/10/2022) | 9.500%–10.000%
Final Attempted Coupon (6/28/2022) | 10.250% (max authorized by board)
GAP FY 2021 Revenue | $189,400,000
GAP FY 2021 EBITDA | $27,600,000
Pro Forma Net Leverage (post-refi) | ~1.09× ($30.0M ÷ $27.6M)
Use of Proceeds — Revolver Refinancing | $18,000,000
Use of Proceeds — Capex (Ames Facility) | $9,250,000 (3800 University Boulevard, Ames, Iowa 50010)
Use of Proceeds — General Corporate | $2,000,000
Use of Proceeds — Fees & Expenses | $750,000
Expense Reimbursement Cap (PGH Counsel Fees) | $225,000 (Purchase Agreement §7)
Expense Reimbursement Cap (PGH OOP) | $50,000 (Purchase Agreement §7)
Governing Law | New York
Securities Exemption | Securities Act Section 4(a)(2); Rule 144A resale to QIBs
Targeted Closing Date | June 30, 2022 (not achieved)
Offering Status | PULLED AT LAUNCH — June 28, 2022
Termination | Ridgeline exercised §9(b) market-out on July 1, 2022
Matter Closed | July 15, 2022
[sheet: Timeline]
Date | Event | Responsible Party | Status
2022-02-21 | Matter opened; C&H engagement letter executed with Greenfield Agricultural Partners LLC | Calderwood & Harkness LLP / Greenfield Agricultural Partners LLC | COMPLETED
2022-03-01 | Kickoff call with Ridgeline Securities LLC; due diligence request list circulated to GAP management and Clarendon Harris & Co. LLP | Calderwood & Harkness LLP | COMPLETED
2022-03-15 | Initial price talk communicated: 8.750%–9.250% | Ridgeline Securities LLC | COMPLETED
2022-03-30 | Pinnacle Ratings Group indicative rating received: B+ (stable outlook) | Pinnacle Ratings Group, Inc. (Josephine Tran) | COMPLETED
2022-04-08 | First draft Offering Memorandum circulated | Calderwood & Harkness LLP | COMPLETED
2022-04-22 | First draft Indenture circulated | Calderwood & Harkness LLP | COMPLETED
2022-05-06 | First draft Purchase Agreement circulated | Pryor, Glendenning & Haas LLP | COMPLETED
2022-05-20 | Due diligence sessions and management presentations completed | Greenfield Agricultural Partners LLC / Ridgeline Securities LLC | COMPLETED
2022-06-01 | Near-final Preliminary Offering Memorandum distributed to potential QIB investors | Calderwood & Harkness LLP / Ridgeline Securities LLC | COMPLETED
2022-06-10 | Revised price talk communicated: 9.500%–10.000% (market deterioration) | Ridgeline Securities LLC | COMPLETED
2022-06-15 | Indenture draft v.6 and Registration Rights Agreement draft circulated | Calderwood & Harkness LLP | COMPLETED
2022-06-20 | Purchase Agreement executed by Greenfield and Ridgeline (subject to pricing supplement and closing conditions) | Greenfield Agricultural Partners LLC / Ridgeline Securities LLC | COMPLETED
2022-06-28 | Pricing call — Ridgeline unable to build sufficient book at 10.250%; OFFERING PULLED | Ridgeline Securities LLC | FAILED
2022-06-30 | Targeted closing / issuance date | All parties | NOT ACHIEVED
2022-07-01 | Formal termination notice from Ridgeline Securities LLC under Purchase Agreement §9(b) (market out) | Ridgeline Securities LLC | COMPLETED
2022-07-08 | C&H internal closing/termination memorandum circulated | Calderwood & Harkness LLP (Claire Dempsey) | COMPLETED
2022-07-15 | Matter formally closed (terminated) | Calderwood & Harkness LLP | COMPLETED
[sheet: Expense Summary]
Expense Category | Payee / Vendor | Estimated Amount | Notes
Issuer's Counsel Legal Fees | Calderwood & Harkness LLP | $385,000 | Through termination; Matter No. 1020-00003 / Billing No. 014723.00001
Initial Purchaser's Counsel Legal Fees (Reimbursable) | Pryor, Glendenning & Haas LLP | $210,000 | Reimbursable by issuer per Purchase Agreement §7; capped at $225,000
Trustee Acceptance Fee | Heartland Trust Company, N.A. | $15,000 | Proposed; may not be payable given offering did not close
Rating Agency Fee | Pinnacle Ratings Group, Inc. | $75,000 | Indicative rating B+ (stable); formal rating never published
Printing / EDGAR | Various | $22,000 | Offering Memorandum preparation and distribution
Miscellaneous | Various | $18,000 | Filing fees, courier, document reproduction, etc.
TOTAL ESTIMATED ISSUER TRANSACTION EXPENSES | $725,000 | $385,000 + $210,000 + $15,000 + $75,000 + $22,000 + $18,000 = $725,000
Placement Fee (UNEARNED — not included above) | Ridgeline Securities LLC | $0 | 2.50% × $30,000,000 = $750,000; never earned due to termination
Initial Purchaser's OOP Expense Reimbursement Cap | Ridgeline Securities LLC | $50,000 | Per Purchase Agreement §7; cap of $50,000 for out-of-pocket expenses regardless of closing

[sheet: Closing Checklist]

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