1020-00003 · Tallgrass Capital Holdings · Correspondence

client-closing-letter-2022-07-15.docx DOCUMENT Capital Markets

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Counselors at Law 600 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

July 15, 2022

VIA EMAIL AND FIRST-CLASS MAIL

Douglas Evanston, Esq. General Counsel & Corporate Secretary Greenfield Agricultural Partners LLC 1420 Prairie Ridge Boulevard, Suite 300 Des Moines, Iowa 50309

Linda Shao-Perkins Chief Financial Officer Greenfield Agricultural Partners LLC 1420 Prairie Ridge Boulevard, Suite 300 Des Moines, Iowa 50309

Re: Termination and Matter Closing — Proposed Rule 144A Private Placement of $30,000,000 Aggregate Principal Amount of Senior Unsecured Notes due 2027 by Greenfield Agricultural Partners LLC

C&H Matter No. 1020-00003 / Billing No. 014723.00001

Dear Douglas and Linda:

I. Introduction and Purpose of Letter

Calderwood & Harkness LLP ("C&H" or the "Firm") is writing to formally confirm the administrative closing of the above-referenced matter. As you know, C&H served as issuer's counsel to Greenfield Agricultural Partners LLC ("GAP" or the "Company") in connection with a proposed $30,000,000 Rule 144A private placement of senior unsecured notes due 2027 (the "Notes"). As discussed during our July 8, 2022 conference call and as more fully described below, the offering was terminated prior to closing, and no Notes were issued, sold, or delivered to any investor.

The purpose of this letter is to provide a comprehensive written record of the matter and its resolution by: (i) summarizing the proposed transaction and its key terms; (ii) identifying the surviving contractual obligations of the Company following termination of the offering; (iii) addressing document retention considerations for both the Company and the Firm; (iv) discussing certain practical and legal considerations relevant to any potential future offering by the Company; and (v) confirming the administrative closing of this matter on C&H's records. We encourage you to review this letter carefully and to contact us with any questions.

II. Summary of the Proposed Transaction

A. Transaction Overview

GAP proposed to issue $30,000,000 in aggregate principal amount of senior unsecured notes with a five-year maturity. The targeted issuance date was June 30, 2022, with a corresponding maturity date of June 30, 2027. The Notes were to bear interest at a fixed rate, with the initial price talk communicated on March 15, 2022, indicating a coupon in the range of 8.750% to 9.250% per annum, payable semi-annually.

The offering was structured as an exempt transaction pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), with resales to be made under Rule 144A promulgated thereunder, exclusively to qualified institutional buyers ("QIBs") as defined in Rule 144A(a)(1). The Notes were not registered under the Securities Act, and no registration statement was filed with the Securities and Exchange Commission in connection with the proposed offering.

Ridgeline Securities LLC ("Ridgeline"), a member firm of the Financial Industry Regulatory Authority, served as the sole initial purchaser and placement agent for the proposed offering. Heartland Trust Company, National Association ("Heartland Trust") was proposed to serve as trustee and paying agent under the indenture governing the Notes. Pinnacle Ratings Group, Inc. ("Pinnacle") provided a non-public indicative credit assessment of B+ with a stable outlook, which was communicated on March 30, 2022.

In anticipation of the offering, CUSIP number 39572L AA 3 and ISIN number US39572LAA35 were reserved for the Notes through the CUSIP Service Bureau. These identifiers were never activated, as the offering did not proceed to closing. The Notes, the indenture, and all related transaction documentation were to be governed by the laws of the State of New York.

B. Use of Proceeds

The net proceeds of the offering, after deducting the initial purchaser's discount and estimated offering expenses, were intended to be allocated by the Company as follows:

1. Refinancing of Existing Credit Facility. Approximately $18,000,000 was to be applied to refinance the then-outstanding drawn balance on the Company's $40,000,000 senior secured revolving credit facility with Meridian Commercial Bank, N.A. (the "Meridian Facility"). The Meridian Facility bears interest at a floating rate equal to the Secured Overnight Financing Rate ("SOFR") plus 325 basis points and matures on August 15, 2024. The partial refinancing was intended to reduce the Company's near-term exposure to floating-rate interest expense and to free up availability under the Meridian Facility for working capital purposes.

2. Capital Expenditures. Approximately $9,250,000 was to be applied toward capital expenditures related to the construction and commissioning of the Company's new adjuvant blending facility located at 3800 University Boulevard, Ames, Iowa 50010 (the "Ames Facility"). The Ames Facility project represents a significant expansion of the Company's specialty crop-protection product manufacturing capabilities.

3. General Corporate Purposes. Approximately $2,000,000 was to be used for general corporate purposes, including working capital needs and potential opportunistic acquisitions of complementary product lines or distribution relationships.

4. Transaction Fees and Expenses. Approximately $750,000 was earmarked for the payment of estimated transaction fees and expenses, including legal fees, rating agency fees, trustee fees, printing costs, and other customary offering-related expenses.

C. Key Parties

The following parties were involved in, or proposed to be involved in, the offering:

D. Timeline of Key Events

The following is a chronological summary of the material events in connection with the proposed offering, from engagement through termination:

III. Termination of the Offering

A. Basis for Termination

On July 1, 2022, Ridgeline Securities exercised its termination right under Section 9(b) of the Purchase Agreement dated June 20, 2022, between GAP and Ridgeline (the "Purchase Agreement"). Section 9(b) is the so-called "market out" provision, which permits the initial purchaser to terminate its obligations under the Purchase Agreement under specified market disruption conditions.

Ridgeline's termination notice, addressed to Douglas Evanston and delivered by email with a confirming hard copy, cited two principal grounds for the exercise of its §9(b) termination right: (i) a material adverse change in financial markets making the sale of the Notes on the terms contemplated by the Purchase Agreement impracticable, and (ii) Ridgeline's inability, after commercially reasonable efforts, to assemble a book of investor orders at any coupon rate at or below 10.250%, the maximum fixed-rate coupon authorized by GAP's board of managers.

The market conditions cited by Ridgeline were objectively supported by publicly available data. Between June 10, 2022, and June 28, 2022 — the period during which the bookbuilding process was most actively underway — the Corvalex Aldermere Securities U.S. High Yield B-Rated Index option-adjusted spread ("OAS") widened from 498 basis points to 587 basis points, representing an 89 basis-point widening in less than three weeks. This spread widening reflected a broad repricing of risk in the high-yield credit markets driven by heightened concerns regarding Federal Reserve monetary policy tightening, inflationary pressures, and deteriorating macroeconomic outlook. In the agricultural sector specifically, comparable recent issuances traded down during this period; the Harvest Ridge Crop Sciences 8.500% Senior Notes due 2027, which had priced in early May 2022, traded down approximately 3.5 points on the secondary market during this same timeframe.

In light of these conditions, and following the unsuccessful pricing call on June 28, 2022, GAP's board of managers declined to authorize a coupon in excess of 10.250%, concluding that the all-in cost of the Notes at such levels would be prohibitive relative to the Company's existing floating-rate borrowing cost under the Meridian Facility (SOFR + 325 basis points) and would not represent a sufficiently attractive long-term refinancing solution.

B. C&H's Analysis of Termination Validity

At the Company's request, C&H conducted a thorough review of Ridgeline's termination notice and the circumstances surrounding the exercise of the §9(b) market-out right. Based on our review, we concluded that Ridgeline's invocation of Section 9(b) was properly made in accordance with the contractual language of the Purchase Agreement. Specifically, the notice was delivered in writing, within the permitted timeframe, and to the parties designated in the Purchase Agreement to receive such notice. The factual predicates cited by Ridgeline — namely, the material adverse change in financial market conditions and the inability to build a book of investor orders at or below the maximum authorized coupon — were well-documented by contemporaneous market data and were consistent with the market-out conditions described in §9(b). We found no basis to challenge the validity of the termination.

We note for the record that our analysis was memorialized in a privileged internal closing memorandum dated July 8, 2022, a copy of which was provided to you. That memorandum should be maintained by the Company as a privileged attorney-client communication.

C. Status of Transaction Documents

As a result of the termination, the status of the principal transaction documents is as follows:

Purchase Agreement. The Purchase Agreement between GAP and Ridgeline Securities was executed on June 20, 2022, and was terminated effective July 1, 2022, pursuant to Ridgeline's exercise of its §9(b) market-out right. As discussed more fully in Section IV of this letter, certain provisions of the Purchase Agreement survive its termination.

Preliminary Offering Memorandum. The preliminary Offering Memorandum, dated June 1, 2022, was distributed by Ridgeline to potential QIB investors in connection with the bookbuilding process. No final Offering Memorandum was prepared or distributed. The preliminary Offering Memorandum is no longer effective for any purpose, and no investor relied upon it to make an investment in the Notes, as no Notes were offered, sold, or delivered.

Indenture. Drafts of the proposed Indenture between GAP and Heartland Trust were exchanged among counsel through version 6 (dated June 15, 2022), which represented the final exchanged draft. The Indenture was never executed by any party, and no obligations arose or arose thereunder.

Registration Rights Agreement. A draft Registration Rights Agreement was circulated by C&H on June 15, 2022. The Registration Rights Agreement was never executed, and no registration obligations arose.

10b-5 Negative Assurance Letter. A draft negative assurance letter was prepared by C&H but was never finalized or delivered, as closing did not occur.

Officer's Certificate. A draft officer's certificate was prepared in anticipation of closing but was never executed.

To be clear and for the avoidance of any doubt: no Notes were issued, sold, or delivered; no closing occurred; and no securities of the Company were offered to or purchased by any investor in connection with this proposed transaction.

IV. Surviving Contractual Obligations

Although the offering was terminated prior to closing and no Notes were issued or sold, certain provisions of the Purchase Agreement survive termination and continue to impose obligations on the Company. We summarize the most significant of these below.

A. Expense Reimbursement (Purchase Agreement §7)

Notwithstanding the termination of the Purchase Agreement, Section 7 thereof provides that GAP is obligated to reimburse Ridgeline Securities for certain fees and expenses incurred by Ridgeline in connection with the proposed offering, regardless of whether the offering is consummated. Specifically, the Company's reimbursement obligation encompasses the following:

(i) Initial Purchaser's Counsel Fees. The fees and disbursements of Ridgeline's counsel, Pryor, Glendenning & Haas LLP, subject to a cap of $225,000. Based on information provided to us by Pryor, Glendenning & Haas, the fees incurred by that firm in connection with the offering are estimated to be approximately $210,000. This amount falls within the contractual cap.

(ii) Other Out-of-Pocket Expenses. Other reasonable and documented out-of-pocket expenses of Ridgeline incurred in connection with the offering, subject to a cap of $50,000. These expenses may include, among other things, travel costs, due diligence expenses, and communication charges.

On July 11, 2022, C&H sent an expense reimbursement acknowledgment letter on behalf of the Company to Thomas Reardon at Ridgeline Securities, confirming GAP's obligations under Section 7 of the Purchase Agreement and requesting that Ridgeline and its counsel submit itemized invoices for reimbursable fees and expenses within thirty (30) days of the date of that letter. To date, we have not received the final invoices, but we expect them to be submitted in due course.

We note that the placement fee of 2.50% of the aggregate principal amount of the Notes (which would have been $750,000 had the offering closed) was never earned by Ridgeline, as the offering did not close, and accordingly is not payable.

B. Indemnification Provisions

The indemnification provisions contained in the Purchase Agreement, including without limitation GAP's indemnification obligations in favor of Ridgeline, its affiliates, directors, officers, employees, and controlling persons, survive the termination of the Purchase Agreement by their express terms. The Company should be aware of these continuing indemnification obligations. However, we wish to note that, as of the date of this letter, no indemnification claims have been asserted by Ridgeline or any other party, and none are expected. The risk of any such claim is, in our judgment, remote, given that no Notes were offered, sold, or delivered to any investor, no investor suffered any loss, and no disclosure document was finalized or relied upon in connection with any completed securities transaction.

C. Summary of Estimated Transaction Expenses Incurred

Although the offering did not close, the Company incurred significant professional fees and expenses in connection with the proposed transaction. The following table summarizes the estimated transaction expenses incurred by or on behalf of the Company:

The foregoing amounts are estimates based on the information currently available to us and may be subject to adjustment upon receipt of final invoices. The Firm's final invoice for legal services rendered in connection with this matter is being submitted separately to Linda Shao-Perkins under the terms of the engagement letter dated February 21, 2022.

V. CUSIP / ISIN Cancellation

As noted above, CUSIP number 39572L AA 3 and ISIN number US39572LAA35 were reserved with the CUSIP Service Bureau in anticipation of the proposed offering. Since no Notes were issued or are outstanding, these identifiers were never activated and no securities are associated with them.

Nevertheless, the continued existence of reserved but unactivated CUSIP and ISIN numbers can create confusion in securities identification databases and may complicate future capital markets transactions by the Company. Accordingly, C&H recommends that the Company take prompt steps to cancel or release these reservations. We suggest that Douglas Evanston coordinate directly with Ridgeline Securities (which, as initial purchaser, was the party that applied for the CUSIP reservation) or, alternatively, contact the CUSIP Service Bureau operated by Harborview & Co. directly to request the cancellation of the reserved numbers. We are available to assist in this process should the Company wish us to do so under a supplemental engagement.

VI. Document Retention

Firm Document Retention

C&H will retain its files related to Matter No. 1020-00003, including all work product, correspondence, research memoranda, and document drafts, in accordance with the Firm's standard document retention policies as described in Section 12 of the engagement letter dated February 21, 2022. Under those policies, the Firm generally retains closed-matter files for a period of ten (10) years following the date of administrative closing, after which the files may be destroyed without further notice to the client unless the client has requested longer retention or the Firm determines, in its sole discretion, that extended retention is warranted.

Company Document Retention

We strongly recommend that the Company retain copies of all transaction documents, due diligence materials, and related correspondence generated in connection with the proposed offering. While the offering did not close and no securities were issued, these materials have continuing relevance for several purposes, including potential future offerings, audit inquiries, tax compliance, and the remote possibility of any claim arising from the terminated transaction.

In particular, the Company should ensure that the following categories of documents are retained in a secure and accessible manner:

• The executed Purchase Agreement dated June 20, 2022, and Ridgeline's formal termination notice dated July 1, 2022, together with all related correspondence regarding the termination and expense reimbursement;

• All board resolutions of the GAP board of managers relating to the proposed offering, including without limitation the resolution authorizing the offering and the resolution setting the maximum coupon at 10.250%;

• The preliminary Offering Memorandum dated June 1, 2022, including all appendices and exhibits thereto;

• All drafts of the Indenture (through version 6, dated June 15, 2022), the Registration Rights Agreement, and other transaction documents;

• Due diligence materials and management presentations, including all materials provided to Ridgeline, its counsel, and potential investors;

• All correspondence with Pinnacle Ratings Group, Inc. regarding the non-public indicative credit assessment of B+ (stable outlook), including the rating letter dated March 30, 2022;

• Financial statements and related materials provided by or on behalf of the Company to Clarendon Harris & Co. LLP, Ridgeline Securities, and potential investors;

• The C&H privileged internal closing memorandum dated July 8, 2022; and

• All invoices and records related to the transaction expenses summarized in Section IV.C above.

These documents may be relevant in the event of any future offering by the Company, any audit or regulatory inquiry, or — however unlikely — any claim arising from or related to the terminated transaction. We recommend that these documents be retained for a minimum period consistent with the Company's own document retention policies and, in any event, for not less than seven (7) years from the date of this letter.

VII. Considerations for a Potential Future Offering

While the termination of this offering is undoubtedly disappointing, the Company's underlying business fundamentals and capital needs have not changed. In the event that the Company and its board of managers determine to pursue a capital markets transaction in the future — whether a re-launch of the proposed Notes offering or an alternative financing structure — we set forth below certain practical and legal considerations that may be useful in that evaluation.

A. Market Timing

As described in Section III.A above, credit market conditions for high-yield agricultural issuers deteriorated significantly during June 2022, and these conditions were the proximate cause of the offering's failure to price. Any re-launch of the offering or any alternative capital markets transaction should be carefully timed to a more receptive market environment. We recommend that the Company's management and board of managers, in consultation with Tallgrass Capital Holdings LP and any future placement agent or financial advisor, continue to monitor high-yield credit spreads — particularly in the B-rated segment of the market — as well as agricultural-sector credit conditions, commodity pricing trends, and broader macroeconomic indicators, before making a determination to re-enter the market.

The Company may also wish to consider whether a different financing structure (e.g., a secured offering, a convertible instrument, or a term loan B) might achieve more favorable execution in the prevailing market environment.

B. Financial Statement Refresh

The preliminary Offering Memorandum dated June 1, 2022, included audited financial statements for the Company's fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, as audited by Clarendon Harris & Co. LLP (engagement partner: Martin Okafor). These financial statements would be stale for purposes of any offering launched after December 31, 2022.

For any offering launched in calendar year 2023 or later, the Company would be required to include audited financial statements for the fiscal year ended December 31, 2022, and potentially for the fiscal year ended December 31, 2023, depending on the timing. In addition, unaudited interim financial statements for the most recent quarterly period would likely be required, depending on the applicable accounting standards and market expectations for Rule 144A offerings by non-reporting issuers.

We recommend that the Company coordinate with Clarendon Harris well in advance of any future offering regarding the timeline for completing the required audits, the availability of the engagement partner, and any comfort letter requirements that may be imposed by a future initial purchaser. Audit readiness and timely delivery of financial statements are frequently critical-path items in capital markets transactions.

C. Rating Agency Re-Engagement

The Pinnacle Ratings Group indicative credit assessment of B+ (stable outlook), issued on March 30, 2022, was a non-public, indicative assessment provided solely for the Company's internal evaluation and for use in connection with the proposed offering. It was not a formal published credit rating.

A re-launch of the offering would in all likelihood require re-engagement with Pinnacle (lead analyst: Josephine Tran) for an updated assessment. Such re-engagement would involve additional rating agency fees and would require Pinnacle to conduct an updated review of the Company's financial performance, capital structure, competitive position, and industry conditions. The updated assessment may differ from the March 2022 indicative rating, depending on intervening developments.

The Company should also consider, in consultation with its financial advisors, whether to seek a formal published credit rating for any future offering rather than a non-public indicative assessment. A published rating, while entailing additional cost and disclosure requirements, could meaningfully broaden the potential investor base by permitting participation by institutional investors that are subject to investment-grade or ratings-based portfolio guidelines.

D. Due Diligence and Document Refresh

A substantial amount of legal, financial, and business due diligence was conducted in connection with the proposed offering during the first and second quarters of 2022. While much of this work product retains its value, any future offering would require a comprehensive refresh of the due diligence record, including but not limited to the following areas:

• Updates to the schedule of material contracts, including any new agreements or amendments entered into since the conclusion of the prior due diligence review;

• Updated litigation and judgment searches at the federal and state levels;

• Updated environmental compliance reviews, particularly with respect to the Ames Facility and any other facilities subject to EPA, Iowa Department of Natural Resources, or other regulatory oversight;

• Updated regulatory compliance review, including any changes in agricultural chemical regulatory requirements or registrations;

• Refreshed title, lien, and UCC searches with respect to the Company's real and personal property; and

• Updated organizational, good standing, and authority documentation.

The Indenture (draft v.6, dated June 15, 2022), the draft Registration Rights Agreement, and other transaction documents prepared in connection with this offering could serve as a useful starting point for any future offering, potentially reducing future drafting time and associated legal costs. However, these documents would need to be updated to reflect any changes in the transaction terms, updated financial data, intervening developments in applicable law or market practice, and any changes in the identity of the initial purchaser, trustee, or other transaction parties.

Additionally, the Company should be mindful that the existing Meridian Facility ($40,000,000 commitment; maturity August 15, 2024) will approach its maturity date over the coming two years. Any future capital markets transaction should be carefully coordinated with the Company's overall refinancing strategy for the Meridian Facility to ensure optimal capital structure management and to avoid any cross-default or cross-acceleration concerns.

E. Sponsor Considerations

Tallgrass Capital Holdings LP, as the majority owner of the Company with a 68.2% ownership interest, should be consulted regarding any future offering plans at an early stage. Nathan Cordero (Managing Partner) and Priya Venkatesh (Vice President, Capital Markets) of Tallgrass were actively involved in the transaction process throughout the life of the proposed offering and will likely play a central role in any future capital markets decision-making by the Company.

Any future engagement with an initial purchaser — whether Ridgeline Securities or another FINRA member placement agent — would require the negotiation and execution of a new purchase agreement and the initiation of fresh marketing efforts. The Company is not bound to use Ridgeline for any future offering, and C&H would recommend that the Company consider soliciting proposals from multiple potential initial purchasers in connection with any future transaction to ensure competitive terms and broad distribution capabilities.

VIII. Administrative Closing of the Matter

C&H hereby confirms the administrative closing of Matter No. 1020-00003 (billing number 014723.00001) effective as of the date of this letter, July 15, 2022. This closing reflects the termination of the proposed offering and the completion of all legal work associated with the matter.

The C&H engagement team for this matter consisted of the following attorneys:

• Robert Adeyemi, Partner (Responsible Partner)

• Jennifer Kwon, Partner (Billing Partner)

• Claire Dempsey, Associate (Lead Associate)

• Audrey Zhou, Associate (Working Associate)

The Firm's final invoice for professional services rendered in connection with this matter will be submitted separately to Linda Shao-Perkins in accordance with the billing procedures set forth in the engagement letter dated February 21, 2022. We respectfully request prompt attention to the final invoice upon receipt.

With the administrative closing of this matter, C&H's representation of Greenfield Agricultural Partners LLC in connection with the proposed Rule 144A private placement of the Notes has concluded. The closing of this matter does not affect any other engagement, if any, between C&H and the Company. Any future engagement of C&H by the Company, whether in connection with a new capital markets transaction or otherwise, would require the execution of a new engagement letter setting forth the scope, terms, and conditions of such engagement.

IX. Closing Remarks

We wish to express our sincere appreciation for the opportunity to represent Greenfield Agricultural Partners LLC in connection with this matter. We recognize that the termination of the offering, after months of diligent preparation by the Company's management team, is a disappointing outcome. However, the market conditions that prevented the offering from closing were beyond the control of the Company and its advisors, and we believe that the Company's decision not to authorize a coupon in excess of 10.250% was a prudent exercise of financial judgment that preserved the Company's optionality for the future.

The work product generated during this engagement — including the substantially negotiated Indenture, the draft Registration Rights Agreement, and the extensive due diligence record — represents a meaningful foundation that can be leveraged to reduce the time, cost, and complexity of any future capital markets transaction that the Company may choose to pursue.

We would welcome the opportunity to discuss this letter, the surviving obligations described herein, or any considerations relating to a potential future offering at your convenience. Please do not hesitate to contact me directly at the coordinates listed below.

Robert Adeyemi Calderwood & Harkness LLP 600 Lexington Avenue New York, New York 10022 Direct Telephone: (212) 558-4127

Email: radeyemi@calderwoodharkness.com

We look forward to the opportunity to continue to serve Greenfield Agricultural Partners LLC in the future.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Robert Adeyemi Partner

cc: (via email)

Marcus J. Reinhart, Chief Executive Officer, Greenfield Agricultural Partners LLC Nathan Cordero, Managing Partner, Tallgrass Capital Holdings LP Jennifer Kwon, Billing Partner, Calderwood & Harkness LLP Claire Dempsey, Lead Associate, Calderwood & Harkness LLP

Enclosures: None (final invoice to be submitted separately)

NY\12847523.4

Role	Entity / Individual	Additional Information
Issuer	Greenfield Agricultural Partners LLC	Iowa limited liability company; EIN 47-3918206; Iowa Secretary of State File No. 723841
Majority Owner / Sponsor	Tallgrass Capital Holdings LP	68.2% ownership interest; the remaining 31.8% is held by management and legacy family interests
Initial Purchaser / Placement Agent	Ridgeline Securities LLC	FINRA member broker-dealer
Initial Purchaser's Counsel	Pryor, Glendenning & Haas LLP	—
Proposed Trustee / Paying Agent	Heartland Trust Company, N.A.	—
Trustee's Counsel	Brantley & Whitford LLP	—
Independent Auditor	Clarendon Harris & Co. LLP	—
Rating Agency (Indicative)	Pinnacle Ratings Group, Inc.	Non-public indicative rating: B+ (stable outlook)
Date	Event
February 21, 2022	C&H engagement letter executed by GAP; matter opened on the Firm's records as Matter No. 1020-00003
March 1, 2022	Kickoff call with Ridgeline Securities; comprehensive due diligence request list circulated to GAP management and Clarendon Harris & Co. LLP
March 15, 2022	Initial price talk communicated by Ridgeline to potential investors (8.750%–9.250% fixed coupon)
March 30, 2022	Pinnacle Ratings Group non-public indicative credit assessment received (B+, stable outlook)
April 8, 2022	First draft of the Offering Memorandum circulated by C&H to all transaction parties
April 22, 2022	First draft of the Indenture circulated by C&H to Ridgeline and Heartland Trust
May 6, 2022	First draft of the Purchase Agreement circulated by Pryor, Glendenning & Haas LLP on behalf of Ridgeline
May 20, 2022	Due diligence sessions and management presentations completed; participation by GAP management, Ridgeline analysts, and counsel
June 1, 2022	Near-final preliminary Offering Memorandum distributed by Ridgeline to potential QIB investors
June 10, 2022	Revised price talk communicated by Ridgeline (9.500%–10.000%) following material deterioration in the high-yield credit market
June 15, 2022	Indenture draft v.6 (final exchanged draft) and draft Registration Rights Agreement circulated by C&H
June 20, 2022	Purchase Agreement executed by GAP and Ridgeline Securities (subject to pricing supplement and closing conditions)
June 28, 2022	Pricing call held; Ridgeline unable to build sufficient book of orders at 10.250% (the maximum coupon authorized by the GAP board of managers); offering pulled
June 30, 2022	Targeted (but not achieved) issuance and closing date
July 1, 2022	Formal termination notice received from Ridgeline under Purchase Agreement §9(b) (market-out provision)

July 8, 2022	C&H internal closing memorandum analyzing the termination circulated to GAP management
July 15, 2022	Matter formally closed (terminated); this letter issued
Expense Category	Estimated Amount
C&H legal fees (issuer's counsel)	$385,000
Pryor, Glendenning & Haas LLP legal fees (initial purchaser's counsel; reimbursable by GAP under Purchase Agreement §7)	$210,000
Heartland Trust Company, N.A. (proposed trustee acceptance fee)	$15,000
Pinnacle Ratings Group, Inc. (rating agency fee)	$75,000
Printing and EDGAR-related expenses	$22,000
Miscellaneous expenses (including travel, courier, and communication costs)	$18,000
Total Estimated Issuer Transaction Expenses	$725,000

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Counselors at Law 600 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
July 15, 2022
VIA EMAIL AND FIRST-CLASS MAIL
Douglas Evanston, Esq. General Counsel & Corporate Secretary Greenfield Agricultural Partners LLC 1420 Prairie Ridge Boulevard, Suite 300 Des Moines, Iowa 50309
Linda Shao-Perkins Chief Financial Officer Greenfield Agricultural Partners LLC 1420 Prairie Ridge Boulevard, Suite 300 Des Moines, Iowa 50309
Re: Termination and Matter Closing — Proposed Rule 144A Private Placement of $30,000,000 Aggregate Principal Amount of Senior Unsecured Notes due 2027 by Greenfield Agricultural Partners LLC
C&H Matter No. 1020-00003 / Billing No. 014723.00001
Dear Douglas and Linda:
I. Introduction and Purpose of Letter
Calderwood & Harkness LLP ("C&H" or the "Firm") is writing to formally confirm the administrative closing of the above-referenced matter. As you know, C&H served as issuer's counsel to Greenfield Agricultural Partners LLC ("GAP" or the "Company") in connection with a proposed $30,000,000 Rule 144A private placement of senior unsecured notes due 2027 (the "Notes"). As discussed during our July 8, 2022 conference call and as more fully described below, the offering was terminated prior to closing, and no Notes were issued, sold, or delivered to any investor.
The purpose of this letter is to provide a comprehensive written record of the matter and its resolution by: (i) summarizing the proposed transaction and its key terms; (ii) identifying the surviving contractual obligations of the Company following termination of the offering; (iii) addressing document retention considerations for both the Company and the Firm; (iv) discussing certain practical and legal considerations relevant to any potential future offering by the Company; and (v) confirming the administrative closing of this matter on C&H's records. We encourage you to review this letter carefully and to contact us with any questions.
II. Summary of the Proposed Transaction
A. Transaction Overview
GAP proposed to issue $30,000,000 in aggregate principal amount of senior unsecured notes with a five-year maturity. The targeted issuance date was June 30, 2022, with a corresponding maturity date of June 30, 2027. The Notes were to bear interest at a fixed rate, with the initial price talk communicated on March 15, 2022, indicating a coupon in the range of 8.750% to 9.250% per annum, payable semi-annually.
The offering was structured as an exempt transaction pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), with resales to be made under Rule 144A promulgated thereunder, exclusively to qualified institutional buyers ("QIBs") as defined in Rule 144A(a)(1). The Notes were not registered under the Securities Act, and no registration statement was filed with the Securities and Exchange Commission in connection with the proposed offering.
Ridgeline Securities LLC ("Ridgeline"), a member firm of the Financial Industry Regulatory Authority, served as the sole initial purchaser and placement agent for the proposed offering. Heartland Trust Company, National Association ("Heartland Trust") was proposed to serve as trustee and paying agent under the indenture governing the Notes. Pinnacle Ratings Group, Inc. ("Pinnacle") provided a non-public indicative credit assessment of B+ with a stable outlook, which was communicated on March 30, 2022.
In anticipation of the offering, CUSIP number 39572L AA 3 and ISIN number US39572LAA35 were reserved for the Notes through the CUSIP Service Bureau. These identifiers were never activated, as the offering did not proceed to closing. The Notes, the indenture, and all related transaction documentation were to be governed by the laws of the State of New York.
B. Use of Proceeds
The net proceeds of the offering, after deducting the initial purchaser's discount and estimated offering expenses, were intended to be allocated by the Company as follows:
1. Refinancing of Existing Credit Facility. Approximately $18,000,000 was to be applied to refinance the then-outstanding drawn balance on the Company's $40,000,000 senior secured revolving credit facility with Meridian Commercial Bank, N.A. (the "Meridian Facility"). The Meridian Facility bears interest at a floating rate equal to the Secured Overnight Financing Rate ("SOFR") plus 325 basis points and matures on August 15, 2024. The partial refinancing was intended to reduce the Company's near-term exposure to floating-rate interest expense and to free up availability under the Meridian Facility for working capital purposes.
2. Capital Expenditures. Approximately $9,250,000 was to be applied toward capital expenditures related to the construction and commissioning of the Company's new adjuvant blending facility located at 3800 University Boulevard, Ames, Iowa 50010 (the "Ames Facility"). The Ames Facility project represents a significant expansion of the Company's specialty crop-protection product manufacturing capabilities.
3. General Corporate Purposes. Approximately $2,000,000 was to be used for general corporate purposes, including working capital needs and potential opportunistic acquisitions of complementary product lines or distribution relationships.
4. Transaction Fees and Expenses. Approximately $750,000 was earmarked for the payment of estimated transaction fees and expenses, including legal fees, rating agency fees, trustee fees, printing costs, and other customary offering-related expenses.
C. Key Parties
The following parties were involved in, or proposed to be involved in, the offering:
D. Timeline of Key Events
The following is a chronological summary of the material events in connection with the proposed offering, from engagement through termination:
III. Termination of the Offering
A. Basis for Termination
On July 1, 2022, Ridgeline Securities exercised its termination right under Section 9(b) of the Purchase Agreement dated June 20, 2022, between GAP and Ridgeline (the "Purchase Agreement"). Section 9(b) is the so-called "market out" provision, which permits the initial purchaser to terminate its obligations under the Purchase Agreement under specified market disruption conditions.
Ridgeline's termination notice, addressed to Douglas Evanston and delivered by email with a confirming hard copy, cited two principal grounds for the exercise of its §9(b) termination right: (i) a material adverse change in financial markets making the sale of the Notes on the terms contemplated by the Purchase Agreement impracticable, and (ii) Ridgeline's inability, after commercially reasonable efforts, to assemble a book of investor orders at any coupon rate at or below 10.250%, the maximum fixed-rate coupon authorized by GAP's board of managers.
The market conditions cited by Ridgeline were objectively supported by publicly available data. Between June 10, 2022, and June 28, 2022 — the period during which the bookbuilding process was most actively underway — the Corvalex Aldermere Securities U.S. High Yield B-Rated Index option-adjusted spread ("OAS") widened from 498 basis points to 587 basis points, representing an 89 basis-point widening in less than three weeks. This spread widening reflected a broad repricing of risk in the high-yield credit markets driven by heightened concerns regarding Federal Reserve monetary policy tightening, inflationary pressures, and deteriorating macroeconomic outlook. In the agricultural sector specifically, comparable recent issuances traded down during this period; the Harvest Ridge Crop Sciences 8.500% Senior Notes due 2027, which had priced in early May 2022, traded down approximately 3.5 points on the secondary market during this same timeframe.
In light of these conditions, and following the unsuccessful pricing call on June 28, 2022, GAP's board of managers declined to authorize a coupon in excess of 10.250%, concluding that the all-in cost of the Notes at such levels would be prohibitive relative to the Company's existing floating-rate borrowing cost under the Meridian Facility (SOFR + 325 basis points) and would not represent a sufficiently attractive long-term refinancing solution.
B. C&H's Analysis of Termination Validity
At the Company's request, C&H conducted a thorough review of Ridgeline's termination notice and the circumstances surrounding the exercise of the §9(b) market-out right. Based on our review, we concluded that Ridgeline's invocation of Section 9(b) was properly made in accordance with the contractual language of the Purchase Agreement. Specifically, the notice was delivered in writing, within the permitted timeframe, and to the parties designated in the Purchase Agreement to receive such notice. The factual predicates cited by Ridgeline — namely, the material adverse change in financial market conditions and the inability to build a book of investor orders at or below the maximum authorized coupon — were well-documented by contemporaneous market data and were consistent with the market-out conditions described in §9(b). We found no basis to challenge the validity of the termination.
We note for the record that our analysis was memorialized in a privileged internal closing memorandum dated July 8, 2022, a copy of which was provided to you. That memorandum should be maintained by the Company as a privileged attorney-client communication.
C. Status of Transaction Documents
As a result of the termination, the status of the principal transaction documents is as follows:
Purchase Agreement. The Purchase Agreement between GAP and Ridgeline Securities was executed on June 20, 2022, and was terminated effective July 1, 2022, pursuant to Ridgeline's exercise of its §9(b) market-out right. As discussed more fully in Section IV of this letter, certain provisions of the Purchase Agreement survive its termination.
Preliminary Offering Memorandum. The preliminary Offering Memorandum, dated June 1, 2022, was distributed by Ridgeline to potential QIB investors in connection with the bookbuilding process. No final Offering Memorandum was prepared or distributed. The preliminary Offering Memorandum is no longer effective for any purpose, and no investor relied upon it to make an investment in the Notes, as no Notes were offered, sold, or delivered.
Indenture. Drafts of the proposed Indenture between GAP and Heartland Trust were exchanged among counsel through version 6 (dated June 15, 2022), which represented the final exchanged draft. The Indenture was never executed by any party, and no obligations arose or arose thereunder.
Registration Rights Agreement. A draft Registration Rights Agreement was circulated by C&H on June 15, 2022. The Registration Rights Agreement was never executed, and no registration obligations arose.
10b-5 Negative Assurance Letter. A draft negative assurance letter was prepared by C&H but was never finalized or delivered, as closing did not occur.
Officer's Certificate. A draft officer's certificate was prepared in anticipation of closing but was never executed.
To be clear and for the avoidance of any doubt: no Notes were issued, sold, or delivered; no closing occurred; and no securities of the Company were offered to or purchased by any investor in connection with this proposed transaction.
IV. Surviving Contractual Obligations
Although the offering was terminated prior to closing and no Notes were issued or sold, certain provisions of the Purchase Agreement survive termination and continue to impose obligations on the Company. We summarize the most significant of these below.
A. Expense Reimbursement (Purchase Agreement §7)
Notwithstanding the termination of the Purchase Agreement, Section 7 thereof provides that GAP is obligated to reimburse Ridgeline Securities for certain fees and expenses incurred by Ridgeline in connection with the proposed offering, regardless of whether the offering is consummated. Specifically, the Company's reimbursement obligation encompasses the following:
(i) Initial Purchaser's Counsel Fees. The fees and disbursements of Ridgeline's counsel, Pryor, Glendenning & Haas LLP, subject to a cap of $225,000. Based on information provided to us by Pryor, Glendenning & Haas, the fees incurred by that firm in connection with the offering are estimated to be approximately $210,000. This amount falls within the contractual cap.
(ii) Other Out-of-Pocket Expenses. Other reasonable and documented out-of-pocket expenses of Ridgeline incurred in connection with the offering, subject to a cap of $50,000. These expenses may include, among other things, travel costs, due diligence expenses, and communication charges.
On July 11, 2022, C&H sent an expense reimbursement acknowledgment letter on behalf of the Company to Thomas Reardon at Ridgeline Securities, confirming GAP's obligations under Section 7 of the Purchase Agreement and requesting that Ridgeline and its counsel submit itemized invoices for reimbursable fees and expenses within thirty (30) days of the date of that letter. To date, we have not received the final invoices, but we expect them to be submitted in due course.
We note that the placement fee of 2.50% of the aggregate principal amount of the Notes (which would have been $750,000 had the offering closed) was never earned by Ridgeline, as the offering did not close, and accordingly is not payable.
B. Indemnification Provisions
The indemnification provisions contained in the Purchase Agreement, including without limitation GAP's indemnification obligations in favor of Ridgeline, its affiliates, directors, officers, employees, and controlling persons, survive the termination of the Purchase Agreement by their express terms. The Company should be aware of these continuing indemnification obligations. However, we wish to note that, as of the date of this letter, no indemnification claims have been asserted by Ridgeline or any other party, and none are expected. The risk of any such claim is, in our judgment, remote, given that no Notes were offered, sold, or delivered to any investor, no investor suffered any loss, and no disclosure document was finalized or relied upon in connection with any completed securities transaction.
C. Summary of Estimated Transaction Expenses Incurred
Although the offering did not close, the Company incurred significant professional fees and expenses in connection with the proposed transaction. The following table summarizes the estimated transaction expenses incurred by or on behalf of the Company:
The foregoing amounts are estimates based on the information currently available to us and may be subject to adjustment upon receipt of final invoices. The Firm's final invoice for legal services rendered in connection with this matter is being submitted separately to Linda Shao-Perkins under the terms of the engagement letter dated February 21, 2022.
V. CUSIP / ISIN Cancellation
As noted above, CUSIP number 39572L AA 3 and ISIN number US39572LAA35 were reserved with the CUSIP Service Bureau in anticipation of the proposed offering. Since no Notes were issued or are outstanding, these identifiers were never activated and no securities are associated with them.
Nevertheless, the continued existence of reserved but unactivated CUSIP and ISIN numbers can create confusion in securities identification databases and may complicate future capital markets transactions by the Company. Accordingly, C&H recommends that the Company take prompt steps to cancel or release these reservations. We suggest that Douglas Evanston coordinate directly with Ridgeline Securities (which, as initial purchaser, was the party that applied for the CUSIP reservation) or, alternatively, contact the CUSIP Service Bureau operated by Harborview & Co. directly to request the cancellation of the reserved numbers. We are available to assist in this process should the Company wish us to do so under a supplemental engagement.
VI. Document Retention
Firm Document Retention
C&H will retain its files related to Matter No. 1020-00003, including all work product, correspondence, research memoranda, and document drafts, in accordance with the Firm's standard document retention policies as described in Section 12 of the engagement letter dated February 21, 2022. Under those policies, the Firm generally retains closed-matter files for a period of ten (10) years following the date of administrative closing, after which the files may be destroyed without further notice to the client unless the client has requested longer retention or the Firm determines, in its sole discretion, that extended retention is warranted.
Company Document Retention
We strongly recommend that the Company retain copies of all transaction documents, due diligence materials, and related correspondence generated in connection with the proposed offering. While the offering did not close and no securities were issued, these materials have continuing relevance for several purposes, including potential future offerings, audit inquiries, tax compliance, and the remote possibility of any claim arising from the terminated transaction.
In particular, the Company should ensure that the following categories of documents are retained in a secure and accessible manner:
• The executed Purchase Agreement dated June 20, 2022, and Ridgeline's formal termination notice dated July 1, 2022, together with all related correspondence regarding the termination and expense reimbursement;
• All board resolutions of the GAP board of managers relating to the proposed offering, including without limitation the resolution authorizing the offering and the resolution setting the maximum coupon at 10.250%;
• The preliminary Offering Memorandum dated June 1, 2022, including all appendices and exhibits thereto;
• All drafts of the Indenture (through version 6, dated June 15, 2022), the Registration Rights Agreement, and other transaction documents;
• Due diligence materials and management presentations, including all materials provided to Ridgeline, its counsel, and potential investors;
• All correspondence with Pinnacle Ratings Group, Inc. regarding the non-public indicative credit assessment of B+ (stable outlook), including the rating letter dated March 30, 2022;
• Financial statements and related materials provided by or on behalf of the Company to Clarendon Harris & Co. LLP, Ridgeline Securities, and potential investors;
• The C&H privileged internal closing memorandum dated July 8, 2022; and
• All invoices and records related to the transaction expenses summarized in Section IV.C above.
These documents may be relevant in the event of any future offering by the Company, any audit or regulatory inquiry, or — however unlikely — any claim arising from or related to the terminated transaction. We recommend that these documents be retained for a minimum period consistent with the Company's own document retention policies and, in any event, for not less than seven (7) years from the date of this letter.
VII. Considerations for a Potential Future Offering
While the termination of this offering is undoubtedly disappointing, the Company's underlying business fundamentals and capital needs have not changed. In the event that the Company and its board of managers determine to pursue a capital markets transaction in the future — whether a re-launch of the proposed Notes offering or an alternative financing structure — we set forth below certain practical and legal considerations that may be useful in that evaluation.
A. Market Timing
As described in Section III.A above, credit market conditions for high-yield agricultural issuers deteriorated significantly during June 2022, and these conditions were the proximate cause of the offering's failure to price. Any re-launch of the offering or any alternative capital markets transaction should be carefully timed to a more receptive market environment. We recommend that the Company's management and board of managers, in consultation with Tallgrass Capital Holdings LP and any future placement agent or financial advisor, continue to monitor high-yield credit spreads — particularly in the B-rated segment of the market — as well as agricultural-sector credit conditions, commodity pricing trends, and broader macroeconomic indicators, before making a determination to re-enter the market.
The Company may also wish to consider whether a different financing structure (e.g., a secured offering, a convertible instrument, or a term loan B) might achieve more favorable execution in the prevailing market environment.
B. Financial Statement Refresh
The preliminary Offering Memorandum dated June 1, 2022, included audited financial statements for the Company's fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, as audited by Clarendon Harris & Co. LLP (engagement partner: Martin Okafor). These financial statements would be stale for purposes of any offering launched after December 31, 2022.
For any offering launched in calendar year 2023 or later, the Company would be required to include audited financial statements for the fiscal year ended December 31, 2022, and potentially for the fiscal year ended December 31, 2023, depending on the timing. In addition, unaudited interim financial statements for the most recent quarterly period would likely be required, depending on the applicable accounting standards and market expectations for Rule 144A offerings by non-reporting issuers.
We recommend that the Company coordinate with Clarendon Harris well in advance of any future offering regarding the timeline for completing the required audits, the availability of the engagement partner, and any comfort letter requirements that may be imposed by a future initial purchaser. Audit readiness and timely delivery of financial statements are frequently critical-path items in capital markets transactions.
C. Rating Agency Re-Engagement
The Pinnacle Ratings Group indicative credit assessment of B+ (stable outlook), issued on March 30, 2022, was a non-public, indicative assessment provided solely for the Company's internal evaluation and for use in connection with the proposed offering. It was not a formal published credit rating.
A re-launch of the offering would in all likelihood require re-engagement with Pinnacle (lead analyst: Josephine Tran) for an updated assessment. Such re-engagement would involve additional rating agency fees and would require Pinnacle to conduct an updated review of the Company's financial performance, capital structure, competitive position, and industry conditions. The updated assessment may differ from the March 2022 indicative rating, depending on intervening developments.
The Company should also consider, in consultation with its financial advisors, whether to seek a formal published credit rating for any future offering rather than a non-public indicative assessment. A published rating, while entailing additional cost and disclosure requirements, could meaningfully broaden the potential investor base by permitting participation by institutional investors that are subject to investment-grade or ratings-based portfolio guidelines.
D. Due Diligence and Document Refresh
A substantial amount of legal, financial, and business due diligence was conducted in connection with the proposed offering during the first and second quarters of 2022. While much of this work product retains its value, any future offering would require a comprehensive refresh of the due diligence record, including but not limited to the following areas:
• Updates to the schedule of material contracts, including any new agreements or amendments entered into since the conclusion of the prior due diligence review;
• Updated litigation and judgment searches at the federal and state levels;
• Updated environmental compliance reviews, particularly with respect to the Ames Facility and any other facilities subject to EPA, Iowa Department of Natural Resources, or other regulatory oversight;
• Updated regulatory compliance review, including any changes in agricultural chemical regulatory requirements or registrations;
• Refreshed title, lien, and UCC searches with respect to the Company's real and personal property; and
• Updated organizational, good standing, and authority documentation.
The Indenture (draft v.6, dated June 15, 2022), the draft Registration Rights Agreement, and other transaction documents prepared in connection with this offering could serve as a useful starting point for any future offering, potentially reducing future drafting time and associated legal costs. However, these documents would need to be updated to reflect any changes in the transaction terms, updated financial data, intervening developments in applicable law or market practice, and any changes in the identity of the initial purchaser, trustee, or other transaction parties.
Additionally, the Company should be mindful that the existing Meridian Facility ($40,000,000 commitment; maturity August 15, 2024) will approach its maturity date over the coming two years. Any future capital markets transaction should be carefully coordinated with the Company's overall refinancing strategy for the Meridian Facility to ensure optimal capital structure management and to avoid any cross-default or cross-acceleration concerns.
E. Sponsor Considerations
Tallgrass Capital Holdings LP, as the majority owner of the Company with a 68.2% ownership interest, should be consulted regarding any future offering plans at an early stage. Nathan Cordero (Managing Partner) and Priya Venkatesh (Vice President, Capital Markets) of Tallgrass were actively involved in the transaction process throughout the life of the proposed offering and will likely play a central role in any future capital markets decision-making by the Company.
Any future engagement with an initial purchaser — whether Ridgeline Securities or another FINRA member placement agent — would require the negotiation and execution of a new purchase agreement and the initiation of fresh marketing efforts. The Company is not bound to use Ridgeline for any future offering, and C&H would recommend that the Company consider soliciting proposals from multiple potential initial purchasers in connection with any future transaction to ensure competitive terms and broad distribution capabilities.
VIII. Administrative Closing of the Matter
C&H hereby confirms the administrative closing of Matter No. 1020-00003 (billing number 014723.00001) effective as of the date of this letter, July 15, 2022. This closing reflects the termination of the proposed offering and the completion of all legal work associated with the matter.
The C&H engagement team for this matter consisted of the following attorneys:
• Robert Adeyemi, Partner (Responsible Partner)
• Jennifer Kwon, Partner (Billing Partner)
• Claire Dempsey, Associate (Lead Associate)
• Audrey Zhou, Associate (Working Associate)
The Firm's final invoice for professional services rendered in connection with this matter will be submitted separately to Linda Shao-Perkins in accordance with the billing procedures set forth in the engagement letter dated February 21, 2022. We respectfully request prompt attention to the final invoice upon receipt.
With the administrative closing of this matter, C&H's representation of Greenfield Agricultural Partners LLC in connection with the proposed Rule 144A private placement of the Notes has concluded. The closing of this matter does not affect any other engagement, if any, between C&H and the Company. Any future engagement of C&H by the Company, whether in connection with a new capital markets transaction or otherwise, would require the execution of a new engagement letter setting forth the scope, terms, and conditions of such engagement.
IX. Closing Remarks
We wish to express our sincere appreciation for the opportunity to represent Greenfield Agricultural Partners LLC in connection with this matter. We recognize that the termination of the offering, after months of diligent preparation by the Company's management team, is a disappointing outcome. However, the market conditions that prevented the offering from closing were beyond the control of the Company and its advisors, and we believe that the Company's decision not to authorize a coupon in excess of 10.250% was a prudent exercise of financial judgment that preserved the Company's optionality for the future.
The work product generated during this engagement — including the substantially negotiated Indenture, the draft Registration Rights Agreement, and the extensive due diligence record — represents a meaningful foundation that can be leveraged to reduce the time, cost, and complexity of any future capital markets transaction that the Company may choose to pursue.
We would welcome the opportunity to discuss this letter, the surviving obligations described herein, or any considerations relating to a potential future offering at your convenience. Please do not hesitate to contact me directly at the coordinates listed below.
Robert Adeyemi Calderwood & Harkness LLP 600 Lexington Avenue New York, New York 10022 Direct Telephone: (212) 558-4127
Email: radeyemi@calderwoodharkness.com
We look forward to the opportunity to continue to serve Greenfield Agricultural Partners LLC in the future.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Robert Adeyemi Partner
cc: (via email)
Marcus J. Reinhart, Chief Executive Officer, Greenfield Agricultural Partners LLC Nathan Cordero, Managing Partner, Tallgrass Capital Holdings LP Jennifer Kwon, Billing Partner, Calderwood & Harkness LLP Claire Dempsey, Lead Associate, Calderwood & Harkness LLP
Enclosures: None (final invoice to be submitted separately)
NY\12847523.4
Role | Entity / Individual | Additional Information
Issuer | Greenfield Agricultural Partners LLC | Iowa limited liability company; EIN 47-3918206; Iowa Secretary of State File No. 723841
Majority Owner / Sponsor | Tallgrass Capital Holdings LP | 68.2% ownership interest; the remaining 31.8% is held by management and legacy family interests
Initial Purchaser / Placement Agent | Ridgeline Securities LLC | FINRA member broker-dealer
Initial Purchaser's Counsel | Pryor, Glendenning & Haas LLP | —
Proposed Trustee / Paying Agent | Heartland Trust Company, N.A. | —
Trustee's Counsel | Brantley & Whitford LLP | —
Independent Auditor | Clarendon Harris & Co. LLP | —
Rating Agency (Indicative) | Pinnacle Ratings Group, Inc. | Non-public indicative rating: B+ (stable outlook)
Date | Event
February 21, 2022 | C&H engagement letter executed by GAP; matter opened on the Firm's records as Matter No. 1020-00003
March 1, 2022 | Kickoff call with Ridgeline Securities; comprehensive due diligence request list circulated to GAP management and Clarendon Harris & Co. LLP
March 15, 2022 | Initial price talk communicated by Ridgeline to potential investors (8.750%–9.250% fixed coupon)
March 30, 2022 | Pinnacle Ratings Group non-public indicative credit assessment received (B+, stable outlook)
April 8, 2022 | First draft of the Offering Memorandum circulated by C&H to all transaction parties
April 22, 2022 | First draft of the Indenture circulated by C&H to Ridgeline and Heartland Trust
May 6, 2022 | First draft of the Purchase Agreement circulated by Pryor, Glendenning & Haas LLP on behalf of Ridgeline
May 20, 2022 | Due diligence sessions and management presentations completed; participation by GAP management, Ridgeline analysts, and counsel
June 1, 2022 | Near-final preliminary Offering Memorandum distributed by Ridgeline to potential QIB investors
June 10, 2022 | Revised price talk communicated by Ridgeline (9.500%–10.000%) following material deterioration in the high-yield credit market
June 15, 2022 | Indenture draft v.6 (final exchanged draft) and draft Registration Rights Agreement circulated by C&H
June 20, 2022 | Purchase Agreement executed by GAP and Ridgeline Securities (subject to pricing supplement and closing conditions)
June 28, 2022 | Pricing call held; Ridgeline unable to build sufficient book of orders at 10.250% (the maximum coupon authorized by the GAP board of managers); offering pulled
June 30, 2022 | Targeted (but not achieved) issuance and closing date
July 1, 2022 | Formal termination notice received from Ridgeline under Purchase Agreement §9(b) (market-out provision)
July 8, 2022 | C&H internal closing memorandum analyzing the termination circulated to GAP management
July 15, 2022 | Matter formally closed (terminated); this letter issued
Expense Category | Estimated Amount
C&H legal fees (issuer's counsel) | $385,000
Pryor, Glendenning & Haas LLP legal fees (initial purchaser's counsel; reimbursable by GAP under Purchase Agreement §7) | $210,000
Heartland Trust Company, N.A. (proposed trustee acceptance fee) | $15,000
Pinnacle Ratings Group, Inc. (rating agency fee) | $75,000
Printing and EDGAR-related expenses | $22,000
Miscellaneous expenses (including travel, courier, and communication costs) | $18,000
Total Estimated Issuer Transaction Expenses | $725,000

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