DUE DILIGENCE DOCUMENT AND INFORMATION REQUEST LIST
Greenfield Agricultural Partners LLC
Proposed $30,000,000 Rule 144A Private Placement of Senior Unsecured Notes due 2027
Prepared by:
Calderwood & Harkness LLP 600 Lexington Avenue New York, New York 10022
C&H Matter No.: 1020-00003
March 1, 2022
CONFIDENTIAL — SUBJECT TO ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE
This document and the information contained herein are confidential and privileged. This document has been prepared by Calderwood & Harkness LLP in its capacity as issuer's counsel in connection with the proposed offering described herein. Distribution of this document is limited to the persons and entities identified on the Distribution List set forth below. Any unauthorized reproduction, distribution, or disclosure of this document or its contents is strictly prohibited.
DISTRIBUTION LIST
The following persons and entities are authorized recipients of this Due Diligence Document and Information Request List. All recipients are reminded that the materials provided in response to this request list, and this request list itself, are subject to the confidentiality undertakings executed in connection with the proposed offering.
Greenfield Agricultural Partners LLC ("GAP" or the "Company"):
Marcus J. Reinhart, Chief Executive Officer Linda Shao-Perkins, Chief Financial Officer Douglas Evanston, General Counsel & Corporate Secretary
1420 Prairie Ridge Boulevard, Suite 300 Des Moines, Iowa 50309
Clarendon Harris & Co. LLP (Independent Auditor):
Martin Okafor, Engagement Partner
801 Grand Avenue, Suite 1200 Des Moines, Iowa 50309
Ridgeline Securities LLC (Initial Purchaser):
Thomas Reardon, Managing Director, Leveraged Finance Samantha Ortiz, Vice President, Debt Capital Markets
399 Park Avenue South, 22nd Floor New York, New York 10016
Pryor, Glendenning & Haas LLP (Initial Purchaser's Counsel):
David Glendenning, Partner, Capital Markets Rachel Moriyama, Senior Associate, Capital Markets
51 West 52nd Street, 40th Floor New York, New York 10019
INTRODUCTORY INSTRUCTIONS
This Due Diligence Document and Information Request List (this "Request List") has been prepared by Calderwood & Harkness LLP ("C&H"), in its capacity as counsel to Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Company" or "GAP"), in connection with the proposed offering by GAP of $30,000,000 aggregate principal amount of senior unsecured notes due 2027 (the "Notes"). The Notes will be offered in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), for resale under Rule 144A promulgated thereunder to qualified institutional buyers ("QIBs") as defined in Rule 144A(a)(1) under the Securities Act.
This Request List is designed to facilitate the due diligence review that is customary and appropriate in connection with a private placement of debt securities of this nature. The purpose of this due diligence review is to assist the working group in preparing an offering memorandum (the "Offering Memorandum") for the Notes and to satisfy the reasonable investigation obligations of the parties involved in the offering.
Instructions for Responding Parties. In responding to this Request List, the following guidelines should be observed:
1. Copies of Documents. Please provide complete copies of all documents responsive to each request, including all exhibits, schedules, attachments, amendments, supplements, side letters, and ancillary agreements.
2. Identification by Request Number. All documents produced in response to this Request List should be clearly identified by the applicable request number(s) to which they are responsive. Where a single document is responsive to multiple requests, it need only be produced once, with a cross-reference notation to all applicable request numbers.
3. Privileged or Confidential Items. If any document or information responsive to a particular request is believed to be subject to the attorney-client privilege, work product doctrine, or other applicable privilege, or if the producing party believes that the document or information is subject to heightened confidentiality restrictions that would limit its distribution within the working group, please so indicate and identify the document by general description without waiving any applicable privilege.
4. Non-Existent Items. If any document or category of documents requested herein does not exist, please so indicate in writing with a brief explanation. A negative response is as important as an affirmative one for purposes of the due diligence record.
5. Oral Information. Where written documents are not available, please provide the requested information orally, and we will prepare a written memorandum summarizing the information provided for confirmation by the Company.
Scope and Limitations. This Request List is not intended to be exhaustive. Supplemental requests for documents and information may be issued from time to time as the due diligence review progresses and as the working group identifies additional areas of inquiry. The Company and its advisors are encouraged to produce any additional documents or information, not specifically requested herein, that they believe would be material to a potential investor's investment decision with respect to the Notes or that would be necessary or appropriate for inclusion in the Offering Memorandum.
Time Period. Unless otherwise specified in an individual request, all documents and information should cover the period from January 1, 2019 through the present date and should be updated on a rolling basis through the closing of the offering.
Response Deadline. Initial responses to this Request List are requested by March 15, 2022. To the extent that certain documents or information require additional time to compile, please notify the C&H team as soon as practicable so that an appropriate schedule can be established.
Point of Contact. All responses and inquiries related to this Request List should be directed to:
Claire Dempsey, Lead Associate Audrey Zhou, Working Associate Calderwood & Harkness LLP 600 Lexington Avenue New York, New York 10022
Working Group Distribution. Please note that all materials produced in response to this Request List will be shared among the members of the working group, including Ridgeline Securities LLC, as initial purchaser of the Notes, and Pryor, Glendenning & Haas LLP, as counsel to the initial purchaser. All such distribution will be subject to the confidentiality undertakings and non-disclosure agreements previously executed by and among the members of the working group. Any documents or information that the Company believes should be subject to additional restrictions on distribution within the working group should be clearly identified, and the Company should notify C&H prior to production so that appropriate arrangements can be made.
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I. CORPORATE ORGANIZATION AND GOOD STANDING
The following requests relate to the corporate organization, formation, governance, and good standing of GAP. These materials are essential for confirming the Company's valid existence, authority to conduct business, and authority to enter into the transactions contemplated by the proposed offering.
1.1. Certificate of organization (or articles of organization) of GAP as originally filed with the Iowa Secretary of State (File No. 723841), together with all amendments, restatements, certificates of amendment, and certificates of correction filed with the Iowa Secretary of State at any time from the date of original filing to the present. If the Company has filed a restated certificate of organization, please provide both the restated certificate and all prior versions.
1.2. The current operating agreement (or amended and restated operating agreement) of GAP, including all amendments, modifications, supplements, waivers, and side letters thereto. If the operating agreement has been amended and restated, please provide the most recent amended and restated operating agreement together with all subsequent amendments, as well as the original operating agreement and each prior amendment for historical reference.
1.3. Confirmation of the Company's employer identification number (EIN: 47-3918206), including any IRS determination letter, Form SS-4 confirmation, or CP 575 notice received from the Internal Revenue Service.
1.4. A certificate of good standing (or certificate of existence) from the Iowa Secretary of State, dated within thirty (30) days of the date of this Request List, confirming that GAP is in good standing and authorized to transact business in the State of Iowa.
1.5. Certificates of qualification, registration, or authority to do business as a foreign limited liability company in each state and jurisdiction in which GAP is so qualified or registered, together with certificates of good standing from the secretary of state (or equivalent filing authority) of each such jurisdiction, in each case dated within thirty (30) days of the date of this Request List.
1.6. A comprehensive list of all jurisdictions (domestic and foreign) in which GAP is qualified to do business, maintains offices or facilities, employs personnel, or otherwise conducts business operations. For each such jurisdiction, please indicate the nature of the Company's presence (e.g., office, manufacturing facility, warehouse, distribution center, sales representatives, employees only) and the date of initial qualification.
1.7. Confirmation of the Company's current registered agent for service of process in the State of Iowa, including the name and address of the registered agent (believed to be Capitol Filings, Inc., 400 E. Grand Avenue, Des Moines, Iowa 50309) and a copy of any registered agent appointment or designation agreement. To the extent the Company has designated registered agents in other jurisdictions of qualification, please provide similar confirmation for each such jurisdiction.
1.8. A complete organizational chart showing GAP's corporate structure, including all direct and indirect subsidiaries, joint ventures, partnerships, and affiliated entities, with ownership percentages, jurisdictions of organization, and a brief description of the business purpose or activity of each entity. The organizational chart should also identify the ownership chain above GAP, including Tallgrass Capital Holdings LP and its general partner, as well as any management or legacy family ownership interests.
1.9. Documentation of the ownership structure of GAP, including documentation of the 68.2% membership interest held by Tallgrass Capital Holdings LP and the 31.8% membership interest held by management and legacy family interests. Please provide copies of all unit purchase agreements, subscription agreements, equity contribution agreements, capital contribution receipts, admission agreements, and any other documents evidencing the issuance of, or payment for, membership interests in GAP by each of its members.
1.10. Organizational documents of Tallgrass Capital Holdings LP, a Delaware limited partnership, and its general partner Tallgrass Capital GP LLC, a Delaware limited liability company, to the extent relevant to governance of, or consent rights over, GAP. This includes, without limitation, any provisions of the limited partnership agreement or operating agreement that grant Tallgrass Capital Holdings LP or its general partner the right to approve, consent to, or veto actions of GAP, including the incurrence of indebtedness, the granting of liens, the making of investments, or the entering into of material agreements.
1.11. Copies of all equity holders' agreements, voting agreements, member agreements, registration rights agreements, preemptive rights agreements, co-sale agreements, right of first refusal agreements, investor rights agreements, or other agreements among GAP's members or between GAP and any of its members, in each case whether or not currently in effect.
1.12. Complete copies of the minutes of all meetings and written consents in lieu of meetings of the board of managers (or equivalent governing body) of GAP for the period from January 1, 2019 to the present, including any attachments, exhibits, or materials presented at such meetings. Please include minutes of any telephonic or virtual meetings.
1.13. Complete copies of the minutes of all meetings and written consents in lieu of meetings of any committees of the board of managers, including (without limitation) any audit committee, compensation committee, finance committee, nominating or governance committee, or special committee, for the period from January 1, 2019 to the present.
1.14. Complete copies of the minutes of all meetings and written consents in lieu of meetings of the members of GAP for the period from January 1, 2019 to the present.
1.15. A current list of all managers and officers of GAP, including full legal names, titles, dates of initial appointment, and, if applicable, dates of any re-appointments or changes in title.
1.16. Incumbency certificates for all current officers of GAP, certified by the Corporate Secretary or other authorized officer, confirming the names, titles, and specimen signatures of each officer currently authorized to act on behalf of the Company.
II. CAPITALIZATION AND EQUITY INTERESTS
The following requests relate to the capitalization of GAP and the rights and obligations associated with the Company's outstanding equity interests.
2.1. A complete schedule of all outstanding membership interests, units, or other equity interests in GAP, identifying for each class or series: the number of authorized interests, the number of outstanding interests, the name and address of each holder, the number and class of interests held by each holder, the percentage interest represented by each holder's interests, and any applicable vesting schedules or forfeiture conditions. Please also identify any membership interests that have been authorized but not yet issued, reserved for issuance, or that have been repurchased, redeemed, or cancelled.
2.2. Copies of all equity incentive plans, unit option plans, phantom equity plans, profits interest plans, long-term incentive plans, deferred compensation plans involving equity-based awards, or similar arrangements adopted by GAP, including all plan documents, board or member resolutions authorizing such plans, and all individual award agreements, grant letters, or similar documentation evidencing awards made to any participant under any such plan.
2.3. Copies of all outstanding warrants, options, convertible instruments, exchangeable interests, or other securities or contractual rights that are exercisable for, convertible into, or exchangeable for membership interests or other equity interests in GAP, together with a schedule identifying the holder, exercise or conversion price, expiration date, and number and class of interests issuable upon exercise or conversion.
2.4. Copies of all put/call agreements, buy-sell agreements, rights of first refusal, rights of first offer, tag-along rights, drag-along rights, co-sale rights, and any other agreements granting any person the right to require the purchase, sale, or transfer of equity interests in GAP, whether contained in the operating agreement or in separate agreements.
2.5. A fully diluted capitalization table as of the most recent practicable date, setting forth the number and class of all outstanding equity interests and all interests issuable upon exercise, conversion, or exchange of any outstanding options, warrants, convertible instruments, or other rights, including the resulting percentage ownership of each holder on a fully diluted basis.
III. SUBSIDIARIES AND INVESTMENTS
The following requests relate to GAP's subsidiaries and any other entities in which GAP holds an ownership or investment interest.
3.1. A comprehensive list of all subsidiaries of GAP, both direct and indirect, including for each subsidiary: the legal name, jurisdiction of organization, date of organization, ownership percentage (direct and indirect), a brief description of the entity's business purpose or activities, and the entity type (e.g., corporation, limited liability company, limited partnership). If any subsidiary is dormant or inactive, please so indicate.
3.2. Copies of the organizational documents (certificates of incorporation, articles of organization, certificates of formation, operating agreements, partnership agreements, bylaws, and all amendments thereto) for each subsidiary of GAP.
3.3. Certificates of good standing (or certificates of existence) for each subsidiary of GAP in its jurisdiction of organization, dated within thirty (30) days of the date of this Request List.
3.4. A description of any joint ventures, partnerships, strategic alliances, consortium arrangements, or minority investments in which GAP or any of its subsidiaries participates, including the identity of the other parties, the ownership or participation percentage, the nature of the venture or investment, and copies of all governing agreements.
IV. EXISTING INDEBTEDNESS
The following requests relate to all existing indebtedness of GAP and its subsidiaries, including the senior secured revolving credit facility with Meridian Commercial Bank, N.A. and any other outstanding debt obligations. These materials are critical for purposes of analyzing the terms and conditions of the Company's existing debt, any restrictions on the incurrence of additional indebtedness, and the treatment of existing indebtedness in connection with the proposed offering.
4.1. A complete copy of the credit agreement (and all amendments, amendment and restatement agreements, restatements, supplements, waivers, joinders, and modifications thereto) governing the $40,000,000 senior secured revolving credit facility with Meridian Commercial Bank, N.A. (225 West Washington Street, Suite 3000, Chicago, Illinois 60606), as administrative agent (the "Meridian Facility").
4.2. Copies of all ancillary documents relating to the Meridian Facility, including, without limitation: (a) all security agreements, pledge agreements, collateral assignments, and other documents granting a security interest in the Company's assets; (b) all guaranty agreements; (c) all intercreditor agreements, subordination agreements, and other agreements governing the relative priority of indebtedness; (d) all mortgages, deeds of trust, fixture filings, and other real property security documents; (e) copies of all UCC-1 financing statements filed in connection with the Meridian Facility, together with any UCC-3 amendments or continuations; (f) all deposit account control agreements, securities account control agreements, and blocked account agreements; and (g) any fee letters, engagement letters, or commitment letters relating to the Meridian Facility.
4.3. The current outstanding balance under the Meridian Facility (understood to be approximately $18,000,000 as of the most recent available date), together with: (a) copies of all borrowing base certificates delivered to Meridian during the past four fiscal quarters; (b) copies of all compliance certificates delivered to Meridian during the past four fiscal quarters; (c) a schedule of all amounts drawn and repaid under the Meridian Facility during the past twelve months; and (d) a description of any amounts available but undrawn under the Meridian Facility.
4.4. Confirmation of the current applicable interest rate and the complete pricing grid for the Meridian Facility, including the applicable reference rate (understood to be SOFR), the applicable margin (understood to be 325 basis points), any SOFR adjustment or floor, and any commitment fee or unused line fee applicable to undrawn amounts.
4.5. Confirmation of the maturity date of the Meridian Facility (understood to be August 15, 2024), and copies of any option to extend or any amendments providing for extension of the maturity date. Please also describe any mandatory prepayment provisions, including any excess cash flow sweep, asset sale sweep, or debt issuance sweep that may be triggered in connection with the proposed offering.
4.6. Copies of all correspondence between GAP and Meridian Commercial Bank, N.A. (or its counsel) regarding any events of default, potential events of default, waivers of default, proposed amendments, or other material communications relating to the Meridian Facility, for the period from January 1, 2019 to the present.
4.7. A description of any required consents, approvals, or notices under the Meridian credit agreement (or any related document) in connection with the proposed offering of the Notes, including any consent required for the incurrence of unsecured indebtedness, the refinancing of the Meridian Facility with offering proceeds, or any other transaction contemplated by the proposed offering. If consent is required, please provide copies of any consent requests sent to, or consents received from, Meridian.
4.8. Copies of all other debt instruments, loan agreements, promissory notes, notes payable, indentures, capital lease obligations, finance lease obligations, deferred purchase price obligations, letters of credit, surety bonds, performance bonds, reimbursement agreements, and similar instruments or obligations to which GAP or any of its subsidiaries is a party or by which any of their respective assets is bound.
4.9. Copies of all subordination agreements, intercreditor agreements, collateral sharing agreements, pari passu agreements, or other agreements governing the relative priority, subordination, or ranking of any indebtedness of GAP or its subsidiaries.
4.10. A complete schedule of all outstanding indebtedness of GAP and its subsidiaries (on a consolidated basis) as of the most recent practicable date, including for each item of indebtedness: the creditor or holder, the original principal amount, the current outstanding principal balance, the applicable interest rate (and whether fixed or floating), the maturity date, whether the indebtedness is secured or unsecured (and if secured, a description of the collateral), and any guarantees.
V. FINANCIAL STATEMENTS AND FINANCIAL INFORMATION
The following requests relate to the historical and projected financial performance and condition of GAP. These materials will form the basis for the financial disclosures in the Offering Memorandum and are essential for the working group's due diligence review.
5.1. Complete copies of the audited consolidated financial statements of GAP for fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, as prepared and audited by Clarendon Harris & Co. LLP, including in each case: (a) the consolidated balance sheet; (b) the consolidated statement of income (or statement of operations); (c) the consolidated statement of cash flows; (d) the consolidated statement of members' equity (or statement of changes in members' equity); and (e) the notes to the consolidated financial statements.
5.2. Copies of the independent auditor's reports issued by Clarendon Harris & Co. LLP in connection with each of the audited financial statements referenced in Request 5.1, including any qualifications, explanatory paragraphs, emphasis of matter paragraphs, or going concern opinions. Additionally, please provide copies of all management representation letters delivered by GAP to Clarendon Harris & Co. LLP in connection with each audit for fiscal years 2019, 2020, and 2021.
5.3. With respect to fiscal year 2021, management has reported approximately $189.4 million in revenue and approximately $27.6 million in EBITDA. Please provide any supporting management calculations, worksheets, or reconciliations of EBITDA and any other non-GAAP metrics used by management. Please also provide any segment-level or product-line revenue detail supporting the aggregate revenue figure, including a breakdown of revenue by product line (crop-protection chemicals, adjuvants, and bio-stimulants) and by geographic region, if available.
5.4. Unaudited interim consolidated financial statements for the most recent fiscal quarter and year-to-date period available (i.e., Q4 2021 results if not included in the audited annual statements, and Q1 2022 results to the extent available), including balance sheets, income statements, and statements of cash flows, together with any comparative prior period data.
5.5. Annual operating budgets and financial projections or forecasts for fiscal years 2022 and 2023, including all underlying assumptions, sensitivity analyses, and management commentary. If the Company has prepared multiple scenarios (e.g., base case, upside case, downside case), please provide all such scenarios.
5.6. Monthly or quarterly management reporting packages, including variance analyses, for each of the past twelve (12) months.
5.7. A detailed reconciliation of any non-GAAP financial measures used by management or included in any Company materials to the nearest comparable GAAP measure, including, without limitation, reconciliations of EBITDA, Adjusted EBITDA, free cash flow, and any other non-GAAP metrics.
5.8. Pro forma financial information reflecting the proposed offering and the anticipated use of proceeds, including: (a) a pro forma balance sheet as of the most recent period end, giving effect to the issuance of the Notes, the application of offering proceeds (including the refinancing of the $18.0 million drawn balance under the Meridian revolving credit facility, $9.25 million allocated to capital expenditures for the Ames adjuvant blending facility, $2.0 million for general corporate purposes, and $0.75 million for estimated transaction fees and expenses), and any related adjustments; and (b) a pro forma income statement and pro forma interest expense calculation reflecting the Notes.
5.9. Pro forma leverage calculations, including the Company's pro forma net debt-to-EBITDA ratio following the issuance of the Notes and application of proceeds. Management's preliminary indication is that pro forma net leverage will be approximately 1.09× (calculated as $30.0 million Notes outstanding divided by $27.6 million EBITDA, with the Meridian revolving facility drawn balance reduced to zero post-refinancing). Please provide all supporting calculations, adjustments, and assumptions.
5.10. Copies of any "comfort letter," agreed-upon procedures report, or similar communication issued by Clarendon Harris & Co. LLP in connection with any prior financing, capital markets transaction, or securities offering by GAP.
5.11. Schedules of accounts receivable aging, inventory breakdown (by category, including raw materials, work-in-process, and finished goods), and accounts payable aging, in each case as of the most recent period end available.
5.12. A description of any off-balance-sheet arrangements, contingent liabilities, guarantees, indemnification obligations, or other obligations that are not reflected on the Company's balance sheet but that could reasonably be expected to have a material effect on the Company's financial condition, results of operations, or liquidity.
5.13. Copies of any communications from Clarendon Harris & Co. LLP to the Company's board of managers, audit committee, or management regarding internal control deficiencies, material weaknesses, significant deficiencies, or other matters identified during the course of the audit process, for each of fiscal years 2019, 2020, and 2021. Please also provide any management response letters or remediation plans prepared by the Company in response to such communications.
VI. MATERIAL CONTRACTS
The following requests relate to contracts and agreements that are material to the business, operations, financial condition, or results of operations of GAP.
6.1. Copies of all contracts, agreements, and commitments to which GAP or any of its subsidiaries is a party that have an annual value in excess of $500,000 or that are otherwise material to the business, operations, financial condition, or results of operations of GAP, including any amendments, modifications, supplements, waivers, or side letters thereto. For purposes of this request, a contract should be considered "material" if its termination, breach, or non-renewal would reasonably be expected to have a material adverse effect on the Company.
6.2. Copies of all supply agreements, purchase agreements, and procurement contracts for raw materials, active ingredients, inert ingredients, solvents, surfactants, and other inputs used in the manufacture of crop-protection chemicals, adjuvants, and bio-stimulants, together with any related quality assurance agreements, specifications documents, or supply chain continuity agreements.
6.3. Copies of all distribution agreements, sales agency agreements, independent representative agreements, and customer contracts that individually represent more than 5% of GAP's consolidated revenue in any of fiscal years 2019, 2020, or 2021.
6.4. Copies of all toll manufacturing agreements, contract manufacturing agreements, co-packing agreements, and similar agreements pursuant to which GAP utilizes third-party manufacturing capacity or provides manufacturing services to third parties.
6.5. Copies of all long-term purchase commitments, take-or-pay arrangements, volume commitment agreements, minimum purchase obligations, or similar contractual commitments, together with a schedule of remaining obligations under each such commitment.
6.6. Copies of all agreements between GAP (or any of its subsidiaries) and Tallgrass Capital Holdings LP (or any of its affiliates), including, without limitation, any management services agreements, monitoring fee agreements, transaction advisory agreements, consulting agreements, tax sharing agreements, expense reimbursement arrangements, and similar agreements. For each such agreement, please identify the annual fees or payments made thereunder for each of fiscal years 2019, 2020, and 2021.
6.7. Copies of all joint venture agreements, strategic alliance agreements, co-development agreements, research and development collaboration agreements, and similar arrangements to which GAP or any of its subsidiaries is a party.
6.8. Copies of all non-compete agreements, non-solicitation agreements, exclusivity agreements, and restrictive covenant agreements to which GAP or any of its subsidiaries is a party, whether as the beneficiary or the obligor.
6.9. A list and copies of all contracts containing change-of-control provisions, anti-assignment clauses, consent-to-assignment provisions, most-favored-nation pricing provisions, or other provisions that may be triggered by, or relevant to, the proposed offering of the Notes or any future change in control of the Company.
6.10. Copies of all contracts, agreements, and transactions entered into by GAP or any of its subsidiaries outside the ordinary course of business within the past three (3) years.
6.11. Copies of any material contracts that have been terminated, expired without renewal, or are currently the subject of a dispute (whether or not litigation has been commenced) within the past three (3) years. For each such contract, please provide a brief description of the circumstances of termination, expiration, or dispute.
VII. REAL PROPERTY
The following requests relate to all real property owned or leased by GAP and its subsidiaries, including the proposed Ames, Iowa adjuvant blending facility. Given that a material portion of the offering proceeds ($9.25 million) is earmarked for capital expenditures at the Ames facility, detailed documentation regarding that project is of particular importance to the due diligence review.
7.1. A comprehensive list of all real property owned by GAP or any of its subsidiaries, including street addresses, legal descriptions, tax parcel identification numbers, acreage or square footage, and a description of the current use of each property (e.g., manufacturing, office, warehouse, distribution, agricultural).
7.2. Copies of all deeds, title insurance policies, title commitments, surveys, ALTA/NSPS surveys, title search reports, and title opinions for all owned real properties. Please also provide copies of any outstanding exceptions to title, including easements, encumbrances, restrictions, covenants, conditions, and reservations affecting the properties.
7.3. Documentation of the Company's headquarters property located at 1420 Prairie Ridge Boulevard, Suite 300, Des Moines, Iowa 50309, including the applicable lease agreement (and all amendments thereto) if the premises are leased, or the applicable deed and ownership documentation if the premises are owned. If leased, please include the landlord's name, annual base rent, lease term, renewal and expansion options, tenant improvement allowances, and any landlord consent requirements applicable to the proposed offering or the Company's business generally.
7.4. Detailed documentation relating to the proposed Ames, Iowa adjuvant blending facility located at 3800 University Boulevard, Ames, Iowa 50010 (the "Ames Facility"), including:
(a) Copies of any purchase agreement, option agreement, letter of intent, or term sheet for the acquisition or lease of the Ames Facility site, together with any title reports, title commitments, or preliminary title opinions for the site;
(b) Copies of all environmental site assessments (Phase I and, if available, Phase II) conducted in connection with the Ames Facility site, including the identity of the firm conducting each assessment and the date of completion;
(c) Copies of all zoning approvals, land use permits, conditional use permits, variances, site plan approvals, building permits, construction permits, and any other governmental approvals obtained or applied for in connection with the development and construction of the Ames Facility;
(d) Copies of all construction contracts, architectural agreements, engineering agreements, design-build agreements, and project management agreements relating to the Ames Facility, together with any performance bonds, payment bonds, or construction guarantees;
(e) The estimated capital expenditure budget for the Ames Facility project ($9,250,000 allocated from the proposed offering proceeds), including a detailed line-item breakdown of budgeted costs (site acquisition, site preparation, construction, equipment, installation, commissioning, permitting, professional fees, contingency, etc.);
(f) The anticipated timeline for construction, including key milestones, expected commencement of construction, expected substantial completion date, and expected operational commencement date; and
(g) A description of the expected production capacity, product lines to be manufactured, and projected revenue contribution of the Ames Facility upon commencement of operations.
7.5. A comprehensive list of all real property leased by GAP or any of its subsidiaries (as tenant or subtenant), including street addresses, the identity of each landlord (or sublandlord), annual base rent and any additional rent (e.g., CAM charges, taxes, insurance), lease commencement and expiration dates, any renewal options and the terms thereof, any expansion options, any purchase options, and a description of the current use of each leased property.
7.6. Copies of all real property leases, subleases, ground leases, and amendments thereto, including all exhibits, schedules, and attachments (e.g., site plans, tenant work letters, rent commencement letters, estoppels, subordination and non-disturbance agreements).
7.7. Copies of all mortgages, deeds of trust, assignments of rents and leases, liens, security interests, encumbrances, or other interests in real property granted by GAP or any of its subsidiaries to any third party, including those granted in connection with the Meridian Facility or any other indebtedness.
7.8. Copies of any real property appraisals conducted within the past three (3) years for any owned property, together with a description of the appraised value, the appraisal methodology, and the identity of the appraiser.
VIII. INTELLECTUAL PROPERTY
The following requests relate to the intellectual property assets of GAP and its subsidiaries. Given the importance of proprietary formulations and product registrations to the Company's business in specialty crop-protection chemicals, adjuvants, and bio-stimulants, a thorough review of the Company's intellectual property portfolio is a significant component of the due diligence process.
8.1. A comprehensive list of all patents and patent applications (both U.S. and foreign) owned by or assigned to GAP or any of its subsidiaries, including for each: the patent number (or application number), the title or description of the invention, the filing date, the issue date (if issued), the expiration date, the jurisdiction, the named inventor(s), and the current status (issued, pending, abandoned, etc.).
8.2. A comprehensive list of all trademarks and service marks (both registered and unregistered) owned or used by GAP or any of its subsidiaries, including for each registered mark: the registration number, the jurisdiction of registration, the registration date, the renewal date, the class(es) of goods or services, and the current status. For unregistered marks, please identify the mark, the geographic scope of use, and the date of first use in commerce.
8.3. A comprehensive list of all registered copyrights owned by GAP or any of its subsidiaries, including the registration number, the title of the work, the date of registration, and the nature of the work.
8.4. A list and general description of all trade secrets and proprietary formulations material to the business, including crop-protection chemical formulations, adjuvant blends, bio-stimulant compositions, manufacturing processes, and other proprietary know-how. For each such trade secret, please describe the measures taken to maintain its confidentiality and the approximate commercial value or significance to the business. (The Company need not disclose the trade secrets themselves but should identify and describe them at a level of generality sufficient for due diligence purposes.)
8.5. Copies of all intellectual property license agreements, whether inbound (i.e., licenses granted to GAP by third parties) or outbound (i.e., licenses granted by GAP to third parties), including all royalty, fee, and payment terms, exclusivity provisions, field-of-use limitations, territorial restrictions, sublicensing rights, and termination provisions.
8.6. Copies of all intellectual property assignment agreements pursuant to which any patents, trademarks, copyrights, trade secrets, or other intellectual property rights have been assigned to or from GAP or any of its subsidiaries.
8.7. A description of any pending or threatened intellectual property disputes, including infringement claims, misappropriation claims, invalidity challenges, inter partes reviews, post-grant reviews, oppositions, cancellation proceedings, or cease-and-desist communications, whether involving GAP's own intellectual property or third-party intellectual property. For each such matter, please provide copies of any relevant correspondence, pleadings, or other documentation.
8.8. Copies of any freedom-to-operate opinions, patentability opinions, non-infringement opinions, or invalidity opinions obtained by GAP or any of its subsidiaries within the past five (5) years in connection with any product, formulation, or manufacturing process.
8.9. A description of the Company's intellectual property protection policies and procedures, including copies of any standard-form employee invention assignment agreements, employee confidentiality and non-disclosure agreements, contractor invention assignment agreements, and any internal policies regarding the identification, protection, and management of intellectual property assets.
IX. LITIGATION AND LEGAL PROCEEDINGS
The following requests relate to all pending, threatened, or recently concluded litigation, arbitration, administrative proceedings, and governmental investigations involving GAP or any of its subsidiaries. These materials are essential for assessing the Company's litigation exposure and for preparing the risk factors and legal proceedings disclosures in the Offering Memorandum.
9.1. A comprehensive schedule of all pending litigation, arbitration, mediation, administrative proceedings, and governmental investigations in which GAP or any of its subsidiaries is a party (whether as plaintiff, defendant, respondent, petitioner, or intervenor), including for each matter: the case name, court or tribunal, case or docket number, the nature of the claims, the relief sought (including the amount of damages claimed, if specified), the current status and anticipated next steps, and outside counsel retained.
9.2. A comprehensive schedule of all threatened litigation, demand letters, claims, pre-litigation disputes, tolling agreements, or other communications received by GAP or any of its subsidiaries within the past three (3) years that could reasonably be expected to result in litigation or legal proceedings. Please provide copies of all such demand letters and related correspondence.
9.3. Copies of all complaints, petitions, answers, counterclaims, cross-claims, motions for summary judgment, memoranda of law, expert reports, settlement agreements, consent orders, final judgments, awards, and appellate decisions in all pending or recently concluded matters.
9.4. A schedule of all litigation, arbitration, or administrative proceedings settled or concluded within the past five (5) years, including for each matter: the case name, the nature of the claims, the amount of any settlement payment (whether paid by or to the Company), and a description of any non-monetary terms of settlement (e.g., injunctive relief, ongoing obligations).
9.5. A description of any pending or threatened class action lawsuits, multi-district litigation, mass tort claims, or consolidated proceedings involving GAP or any of its subsidiaries.
9.6. Copies of any consent decrees, injunctions, court orders, administrative orders, or similar orders currently in effect to which GAP or any of its subsidiaries is subject.
9.7. A detailed description of any product liability claims, including claims related to crop-protection chemicals, adjuvants, bio-stimulants, or any other products manufactured, distributed, or sold by the Company, including: the nature of the alleged injury or damage, the product(s) involved, the jurisdiction, and the current status.
9.8. A summary of legal expenses incurred by GAP for each of fiscal years 2019, 2020, and 2021, broken out by category of matter (e.g., litigation, regulatory, transactional, general corporate) to the extent available.
9.9. A description of any reserves, accruals, or contingency provisions established in the Company's financial statements for litigation, claims, or other legal proceedings, including the methodology used to determine such reserves and any changes in reserves during the applicable periods.
X. ENVIRONMENTAL MATTERS
The following requests relate to environmental compliance, permitting, and liabilities. Given the nature of GAP's business in the manufacture and distribution of crop-protection chemicals, adjuvants, and bio-stimulants, environmental matters are a critical area of due diligence for the proposed offering.
10.1. A comprehensive list of all environmental permits, licenses, registrations, and approvals (federal, state, and local) held by GAP or any of its subsidiaries, including, without limitation: EPA establishment numbers, FIFRA product registrations, state pesticide registrations, Clean Air Act permits, Clean Water Act/NPDES permits, Resource Conservation and Recovery Act (RCRA) permits, state air quality permits, state water discharge permits, and any other environmental authorizations. For each permit, please identify the issuing authority, the permit number, the effective date, the expiration date, and the facility or activity covered.
10.2. Copies of all environmental compliance audits, environmental assessments, environmental management system reviews, and similar evaluations conducted by or for GAP or any of its subsidiaries within the past five (5) years, whether conducted internally or by third-party consultants.
10.3. Copies of all Phase I and Phase II environmental site assessments prepared for any real property currently or formerly owned, operated, or leased by GAP or any of its subsidiaries, including the proposed Ames, Iowa facility site at 3800 University Boulevard, Ames, Iowa 50010. For each assessment, please identify the firm that conducted the assessment, the date of the assessment, and any recognized environmental conditions, controlled recognized environmental conditions, or de minimis conditions identified.
10.4. Copies of all notices of violation, notices of non-compliance, consent orders, compliance orders, cease-and-desist orders, administrative orders, enforcement actions, penalty assessments, and similar communications received from any federal, state, or local environmental regulatory authority within the past five (5) years.
10.5. A description of any past or present soil contamination, groundwater contamination, surface water contamination, air contamination, or other environmental contamination at any current or former property owned, operated, or leased by GAP or any of its subsidiaries, including a description of any remediation, cleanup, corrective action, or monitoring activities that have been undertaken, are ongoing, or are anticipated. Please include copies of any remediation work plans, feasibility studies, remedial action plans, closure reports, and no-further-action letters.
10.6. A description of any pending or threatened environmental litigation, claims, citizen suits, toxic tort claims, contribution actions, or third-party demands relating to environmental matters involving GAP or any of its subsidiaries, together with copies of all related correspondence and pleadings.
10.7. Records of hazardous waste generation, storage, transportation, treatment, and disposal by GAP or any of its subsidiaries, including RCRA hazardous waste manifests, EPA identification numbers, biennial reports, annual waste generation reports, and copies of contracts with hazardous waste transporters and disposal facilities.
10.8. Copies of any environmental insurance policies, pollution legal liability policies, environmental impairment liability policies, or site-specific environmental liability policies maintained by GAP or any of its subsidiaries, including all endorsements, exclusions, and policy limits.
10.9. Copies of all material correspondence between GAP (or any of its subsidiaries) and the U.S. Environmental Protection Agency, the Iowa Department of Natural Resources, or any other federal, state, or local environmental regulatory agency within the past three (3) years.
10.10. A description of the Company's environmental management systems, environmental health and safety programs, environmental compliance training programs, and internal environmental compliance policies and procedures.
XI. REGULATORY AND GOVERNMENT MATTERS
The following requests relate to governmental and regulatory approvals, compliance, and related matters applicable to GAP's operations. The Company's manufacture and distribution of crop-protection chemicals, adjuvants, and bio-stimulants is subject to extensive federal, state, and local regulation, and a thorough understanding of the Company's regulatory posture is essential to the due diligence process.
11.1. A comprehensive list of all federal, state, and local governmental permits, licenses, approvals, authorizations, and registrations material to GAP's operations (other than environmental permits, which are addressed in Section X), including any permits related to manufacturing, storage, transportation, labeling, marketing, or sale of the Company's products.
11.2. Copies of all product registrations under the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA) and corresponding state-level pesticide registrations for each product manufactured, distributed, or sold by GAP or any of its subsidiaries. Please also provide a schedule identifying each registered product by trade name, EPA registration number, active ingredient(s), product type, and the states in which the product is currently registered.
11.3. A description of any EPA registration review proceedings, re-registration proceedings, or data call-in notices affecting any active ingredient in any product manufactured, distributed, or sold by GAP or any of its subsidiaries. Please include a timeline for any such proceedings and an assessment of the potential impact on the Company's product portfolio.
11.4. Copies of all material correspondence between GAP (or any of its subsidiaries) and the U.S. Environmental Protection Agency, the U.S. Department of Agriculture, the U.S. Food and Drug Administration, or any other federal agency regarding GAP's products or operations within the past three (3) years, including any stop-sale orders, warning letters, inspection reports, or audit findings.
11.5. A description of the Company's compliance with applicable U.S. Department of Transportation (DOT) regulations governing the transportation, packaging, labeling, and placarding of hazardous materials, including any DOT hazardous materials registrations and any inspection or compliance review reports.
11.6. Copies of any Occupational Safety and Health Administration (OSHA) citations, penalties, inspection reports, settlement agreements, or abatement certifications issued to or involving GAP or any of its subsidiaries within the past five (5) years. Please also provide the Company's OSHA 300 logs (Log of Work-Related Injuries and Illnesses) for the past three years.
11.7. A description of any pending or threatened regulatory investigations, enforcement actions, administrative proceedings, or inquiries by any governmental authority involving GAP or any of its subsidiaries, including the identity of the governmental authority, the nature of the investigation or inquiry, and the current status.
11.8. Copies of all government contracts, government grants, government subsidies, or government-funded cooperative agreements to which GAP or any of its subsidiaries is a party, together with any related certifications, representations, or compliance obligations.
11.9. Copies of any lobbying registrations, lobbying disclosure reports, or political contribution filings made by GAP or any of its subsidiaries under federal, state, or local law.
11.10. Copies of the Company's policies and procedures relating to compliance with the Foreign Corrupt Practices Act (FCPA), anti-bribery laws, anti-money laundering laws, and economic sanctions regulations, to the extent applicable to the Company's operations. If no such policies exist, please so indicate.
XII. TAX MATTERS
The following requests relate to federal, state, and local tax matters affecting GAP and its subsidiaries.
12.1. Copies of federal income tax returns (Forms 1065 or 1120, as applicable) filed by GAP for fiscal years 2019, 2020, and 2021, together with all schedules, attachments, and supporting workpapers. Please also confirm GAP's federal income tax classification (i.e., whether GAP is taxed as a partnership, a disregarded entity, or a corporation for federal income tax purposes) and the basis for such classification (e.g., default classification under the "check-the-box" regulations or an affirmative election on Form 8832).
12.2. Copies of all state and local income tax returns, franchise tax returns, and business privilege tax returns filed by GAP and its subsidiaries for all applicable jurisdictions for fiscal years 2019, 2020, and 2021.
12.3. Copies of all IRS audit reports, revenue agent reports, notices of deficiency, notices of proposed adjustment, examination reports, and state and local tax audit reports for the past five (5) years. Please also identify any open or unresolved tax years for federal and state purposes.
12.4. A schedule of any ongoing or pending federal, state, or local tax audits, examinations, disputes, claims, assessments, or appeals, including the identity of the taxing authority, the tax years under examination, the issues in dispute, and the current status.
12.5. Copies of any tax sharing agreements, tax allocation agreements, tax indemnification agreements, tax distribution agreements, or similar agreements between GAP and Tallgrass Capital Holdings LP, its affiliates, or any other party.
12.6. Copies of any private letter rulings, closing agreements, technical advice memoranda, or determination letters received from the Internal Revenue Service or any state or local taxing authority.
12.7. A description of any pending applications for, or proposed changes in, the tax status of GAP or any of its subsidiaries, including any change in entity classification, change in accounting method, or change in tax year.
12.8. An analysis of all net operating losses, tax credits, and carryforwards or carrybacks available to GAP or any of its subsidiaries, including the amounts, types, expiration dates, and any limitations on utilization (e.g., Section 382 limitations).
12.9. Copies of property tax assessments, property tax bills, and property tax payment records for all owned real property for the past three (3) years.
12.10. A description of the Company's sales and use tax compliance practices, including a list of all jurisdictions in which GAP collects and remits sales or use tax, copies of any sales and use tax registrations, and copies of any sales and use tax audit reports, assessments, or deficiency notices received within the past five (5) years.
XIII. EMPLOYEE AND LABOR MATTERS
The following requests relate to GAP's employees, labor relations, compensation and benefits programs, and human resources matters.
13.1. The total number of employees of GAP and its subsidiaries (on a combined basis), broken down by: (a) full-time, part-time, and temporary/seasonal employees; (b) exempt and non-exempt employees; and (c) location and functional department (e.g., manufacturing, sales and marketing, research and development, general and administrative, finance, executive). Please indicate the date as of which the headcount is provided.
13.2. An organizational chart for senior management and key personnel, showing reporting relationships, functional responsibilities, and any open or unfilled positions at the director level and above.
13.3. Copies of all employment agreements, executive employment agreements, offer letters, and retention agreements for all executive officers and key employees, including, without limitation, Marcus J. Reinhart (Chief Executive Officer), Linda Shao-Perkins (Chief Financial Officer), and Douglas Evanston (General Counsel & Corporate Secretary). For each such agreement, please include all amendments, supplements, and side letters.
13.4. Copies of any collective bargaining agreements, labor union agreements, or similar labor organization agreements to which GAP or any of its subsidiaries is a party or by which any of their employees are covered. If there are no such agreements, please confirm that the Company's workforce is non-unionized.
13.5. A description of any labor disputes, strikes, work stoppages, slowdowns, lockouts, picketing, boycotts, unfair labor practice charges, union organizing campaigns, representation petitions, or similar labor relations activities involving GAP or any of its subsidiaries within the past five (5) years.
13.6. A description of all employee benefit plans maintained by GAP or any of its subsidiaries, including health insurance (medical, dental, vision), life insurance, disability insurance (short-term and long-term), retirement plans (401(k) plans, defined benefit pension plans, profit-sharing plans), and any other welfare benefit plans or fringe benefit programs. For each plan, please provide: (a) the plan document; (b) the most recent summary plan description; (c) the most recent annual report (Form 5500) with all schedules and attachments; (d) any determination letters or opinion letters from the IRS; (e) any compliance testing results (e.g., ADP/ACP testing for 401(k) plans); and (f) copies of any service provider agreements (e.g., third-party administrator agreements, investment management agreements, insurance contracts).
13.7. A description of any defined benefit pension plans, multi-employer pension plans, or post-retirement benefit obligations (other than statutory requirements) maintained by or contributed to by GAP or any of its subsidiaries, including copies of the most recent actuarial valuations, funding status reports, and any notices of endangered or critical status under ERISA.
13.8. Copies of all equity-based compensation plans, including unit option plans, profits interest plans, phantom equity plans, and similar arrangements (see also Section II above for additional detail on capitalization-related requests).
13.9. A description of the Company's severance policies, including copies of any formal severance plans, change-of-control severance agreements, golden parachute arrangements, or employment agreements containing severance provisions. For each such arrangement, please describe the triggering events, the benefits payable, and any applicable limitations or conditions.
13.10. A description of any pending or threatened employment-related litigation, charges, complaints, or investigations, including claims or charges filed with the U.S. Equal Employment Opportunity Commission (EEOC), state human rights commissions, the U.S. Department of Labor, or any other governmental agency, as well as any whistleblower claims, retaliation claims, wage and hour claims, or workplace safety claims.
13.11. Workers' compensation claims history for the past three (3) fiscal years, including the number of claims filed, the aggregate amounts paid, any pending claims, and the Company's experience modification rate (EMR).
13.12. Copies of the Company's employee handbook and all material human resources policies, including policies relating to: anti-harassment and anti-discrimination, equal employment opportunity, code of conduct and ethics, whistleblower protection, data privacy and information security, drug and alcohol testing, social media use, and conflict of interest.
13.13. Copies of all independent contractor agreements, consulting agreements, and staffing agency agreements for individuals or firms providing services material to the Company's operations, together with any analyses of independent contractor classification.