CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
WIRE TRANSFER INSTRUCTIONS DIVIDEND DISTRIBUTION TO GRANITE PEAK NIH HOLDINGS, LLC
March 26, 2025
INTRODUCTORY STATEMENT
These wire transfer instructions (these "Wire Instructions") are delivered in connection with the closing (the "Closing") of that certain Credit Agreement, dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto (collectively, the "Guarantors"), Crescent Harbor Bank, N.A., in its capacity as Administrative Agent and Collateral Agent (the "Administrative Agent"), and the several banks and other financial institutions from time to time party thereto as Lenders (the "Lenders"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
The purpose of these Wire Instructions is to provide the wire transfer instructions necessary to effect the dividend distribution of approximately Three Hundred Thirty-Five Million and 00/100 Dollars ($335,000,000.00) (the "Dividend Distribution") from the Borrower to Granite Peak NIH Holdings, LLC, a Delaware limited liability company ("Holdings"), as the direct parent and sole equity holder of the Borrower. The Dividend Distribution is to be funded from the net proceeds of the $1,400,000,000 Senior Secured Term Loan B facility (the "Term Loan B Facility") established under the Credit Agreement on the closing date of March 28, 2025 (the "Closing Date").
The Dividend Distribution forms part of the dividend recapitalization contemplated by the Credit Agreement and the related transaction documents. Upon receipt by Holdings, the proceeds of the Dividend Distribution will ultimately flow through Granite Peak NIH Holdings, LLC to its equity owners, namely Granite Peak Capital Fund IV, LP, a Delaware limited partnership, which holds approximately ninety-two percent (92%) of the outstanding equity interests in Holdings, and GP Fund IV Co-Invest, LP, a Delaware limited partnership, which holds the remaining approximately eight percent (8%) of the outstanding equity interests in Holdings, in each case in accordance with the terms of Holdings' limited liability company agreement and the applicable distribution waterfall provisions set forth therein. The upstream distributions from Holdings to Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP are not the subject of these Wire Instructions and will be governed by separate wire transfer instructions to be provided by Holdings' authorized representatives.
SECTION 1: RECIPIENT / BENEFICIARY INFORMATION
The following sets forth the identifying information for the intended recipient and beneficiary of the Dividend Distribution:
Holdings is a party to the Credit Agreement in its capacity as a Holdings Guarantor and has executed and delivered a Guaranty in favor of the Administrative Agent for the benefit of the Secured Parties. Holdings is the direct parent of the Borrower and, as such, is the intended recipient of the Dividend Distribution. The payment of the Dividend Distribution to Holdings is expressly permitted under Section 7.06 of the Credit Agreement, subject to the satisfaction of the conditions set forth therein, including, without limitation, the requirement that no Default or Event of Default shall have occurred and be continuing on the date of such distribution.
SECTION 2: WIRE TRANSFER DETAILS
The following sets forth the wire transfer details for the Dividend Distribution. All parties are advised to review these instructions carefully and to verify the accuracy of the information contained herein prior to initiating the wire transfer.
Derivation of Wire Transfer Amount. The approximate amount of the Dividend Distribution has been derived as follows, based on the sources and uses of funds set forth in the draft Funds Flow Memorandum, which is expected to be finalized on or about March 27, 2025:
The foregoing sources and uses are approximate and are presented for informational purposes only. The final amounts will be set forth in the execution version of the Funds Flow Memorandum, which shall be controlling in all respects. In particular, the amount of the payoff of the existing Atlas Meridian Bank, N.A. first lien term loan is subject to final per diem interest calculations through and including the Closing Date, and the aggregate amount of transaction fees and expenses may be adjusted to reflect final invoices received from advisors and service providers on or prior to the Closing Date. Any adjustments to the foregoing line items will result in a corresponding adjustment to the Dividend Distribution amount and/or the cash to balance sheet amount, as set forth in the Funds Flow Memorandum.
Beneficiary Banking Information:
All wire transfer amounts are denominated in United States Dollars (USD). The wire transfer should be initiated as a Fedwire funds transfer and should be sent on a same-day, immediately available funds basis. The reference line / OBI field information set forth above must be included in the wire transfer to ensure proper identification and allocation of funds upon receipt by the beneficiary bank.
SECTION 3: ORIGINATOR / SENDING PARTY INFORMATION
The following sets forth the identifying information for the originator and sending party of the wire transfer:
Note Regarding Disbursement of Funds. On the Closing Date, the proceeds of the Term Loan B Facility will be funded by the Lenders to Crescent Harbor Bank, N.A., as Administrative Agent, in accordance with the funding mechanics set forth in Section 2.02 of the Credit Agreement. Upon satisfaction (or waiver) of all conditions precedent to the initial borrowing under the Credit Agreement, as set forth in Section 4.01 thereof, Crescent Harbor Bank, N.A. will disburse the Term Loan B proceeds in accordance with the Funds Flow Memorandum. The Dividend Distribution wire set forth herein will be initiated by Crescent Harbor Bank, N.A. directly from the Term Loan B proceeds held by the Administrative Agent, and will be sent to the beneficiary account identified in Section 2 above. For the avoidance of doubt, the Dividend Distribution proceeds will not pass through or be held in any account of the Borrower prior to disbursement; rather, the Administrative Agent will effect the wire transfer directly from its funding account to the beneficiary account of Holdings as specified herein.
All parties acknowledge that the timing and execution of the Dividend Distribution wire transfer are contingent upon (a) the receipt by the Administrative Agent of the aggregate Term Loan B proceeds from the Lenders, (b) the satisfaction or waiver of all conditions precedent to the initial borrowing set forth in Section 4.01 of the Credit Agreement, (c) the delivery of a fully executed Funds Flow Memorandum, and (d) the receipt by the Administrative Agent of these Wire Instructions, duly executed and confirmed by the authorized signatories of the Borrower and Holdings.
SECTION 4: AUTHORIZATION AND CONFIRMATION
These Wire Instructions have been duly authorized by each of Nexford Industrial Holdings Inc. and Granite Peak NIH Holdings, LLC. The individuals identified below have been duly authorized by their respective entities to approve and confirm these Wire Instructions on behalf of such entities:
For Nexford Industrial Holdings Inc. (Borrower):
Michelle Kaplan, Chief Financial Officer, Nexford Industrial Holdings Inc., is a duly authorized signatory of the Borrower and has been authorized by the Board of Directors of the Borrower to approve and execute these Wire Instructions and to authorize the disbursement of the Dividend Distribution on the Closing Date.
Priya Mehta, Vice President, Treasury & Corporate Finance, Nexford Industrial Holdings Inc., is a duly authorized signatory of the Borrower and has been authorized by the Chief Financial Officer of the Borrower to approve and execute these Wire Instructions and to authorize the disbursement of the Dividend Distribution on the Closing Date.
Either Ms. Kaplan or Ms. Mehta, acting individually, shall have full authority to approve and confirm these Wire Instructions on behalf of the Borrower.
For Granite Peak NIH Holdings, LLC (Holdings):
Ryan Ostrowski, Principal, Granite Peak Capital Partners, LP, in his capacity as authorized representative of Granite Peak NIH Holdings, LLC (as managing member of Holdings), is authorized to confirm these Wire Instructions, including the beneficiary account information set forth in Section 2 above, on behalf of Holdings.
Amendment and Modification of Wire Instructions. Any changes, amendments, or modifications to these Wire Instructions — including, without limitation, any changes to the beneficiary bank, beneficiary account name, beneficiary account number, ABA/routing number, SWIFT code, wire transfer amount, or reference/OBI field — must be confirmed in writing by the authorized signatories identified above and must be verified by telephone callback to the authorized contacts listed in Section 5 below prior to the initiation of any wire transfer reflecting such changes. No oral modification or amendment of these Wire Instructions shall be effective unless and until confirmed in writing and verified by telephone callback as set forth herein. Crescent Harbor Bank, N.A., in its capacity as Administrative Agent, shall be entitled to rely upon these Wire Instructions (as amended or modified in accordance with this paragraph) and shall have no liability for acting in good faith reliance thereon.
SECTION 5: CALLBACK VERIFICATION CONTACTS
In accordance with the callback verification procedures described in Section 4, any party seeking to verify or modify these Wire Instructions should contact the following authorized individuals. All callbacks should be made to the telephone numbers listed below; email communications alone shall not constitute sufficient verification for purposes of these Wire Instructions.
For Granite Peak NIH Holdings, LLC / Granite Peak Capital Partners, LP:
For Nexford Industrial Holdings Inc.:
For Calderwood & Harkness LLP (Borrower's Counsel):
Each of the foregoing individuals has been designated as an authorized callback contact for purposes of verifying the wire transfer instructions set forth in this document. The Administrative Agent and any other party involved in the execution of the Dividend Distribution wire transfer are entitled to rely upon oral confirmation received from any of the foregoing individuals and shall have no obligation to obtain confirmation from more than one authorized contact per entity listed above, unless otherwise required by the internal policies of the Administrative Agent.
SECTION 6: IMPORTANT NOTICES AND DISCLAIMERS
The following notices and disclaimers apply to these Wire Instructions and to the wire transfer contemplated hereby. All parties are advised to read these provisions carefully.
1. Closing Date Condition. The wire transfer contemplated by these Wire Instructions must be initiated on the Closing Date (March 28, 2025) and is conditioned upon the prior satisfaction or waiver of all conditions precedent to the initial borrowing under the Credit Agreement, as set forth in Section 4.01 thereof. No disbursement of the Dividend Distribution shall be made, and no wire transfer shall be initiated, unless and until the Administrative Agent has confirmed that all such conditions precedent have been satisfied or waived in accordance with the terms of the Credit Agreement.
2. Final Amount Subject to Reconciliation. The exact dollar amount of the Dividend Distribution wire transfer is subject to final reconciliation as set forth in the execution version of the Funds Flow Memorandum dated March 27, 2025. The approximate amount of $335,000,000.00 set forth in Section 2 above is based on the most recent draft of the Funds Flow Memorandum available as of the date hereof and may be adjusted to reflect final payoff amounts, final fee calculations, and other adjustments. In the event of any discrepancy between the wire transfer amount set forth in these Wire Instructions and the wire transfer amount set forth in the execution version of the Funds Flow Memorandum, the Funds Flow Memorandum shall control in all respects, and the wire transfer shall be initiated in the amount set forth in the Funds Flow Memorandum.
3. Limited Purpose. These Wire Instructions are provided solely for the purpose of facilitating the Closing of the Credit Agreement and the disbursement of the Term Loan B proceeds in accordance with the Funds Flow Memorandum. These Wire Instructions may not be used for any other purpose, and no party may rely upon these Wire Instructions in connection with any transaction other than the Closing.
4. Confidentiality. These Wire Instructions contain confidential financial and account information pertaining to the parties identified herein. These Wire Instructions are intended solely for the use of the parties to the Credit Agreement and the related transaction documents, and their respective counsel and advisors, as identified in the Distribution List set forth below. Any unauthorized use, disclosure, distribution, or reproduction of these Wire Instructions, in whole or in part, is strictly prohibited. Recipients of these Wire Instructions who are not the intended recipients are requested to notify Calderwood & Harkness LLP immediately and to destroy all copies of these Wire Instructions in their possession.
5. Wire Fraud Prevention Notice. ALL PARTIES ARE STRONGLY ADVISED TO INDEPENDENTLY VERIFY THE WIRE INSTRUCTIONS SET FORTH HEREIN VIA TELEPHONE CALLBACK TO THE AUTHORIZED CONTACTS LISTED IN SECTION 5 ABOVE PRIOR TO INITIATING ANY WIRE TRANSFER. Wire fraud and business email compromise schemes have become increasingly prevalent in connection with large commercial transactions. If any party receives wire instructions that differ from the instructions set forth in this document, or receives purported changes to these wire instructions via email or other electronic communication, such party should not act upon such instructions without first confirming the authenticity of the instructions by telephone callback to the authorized contacts listed in Section 5 above. Calderwood & Harkness LLP, the Borrower, Holdings, and the Administrative Agent shall not be liable for any losses, damages, or costs arising from the initiation of a wire transfer based on unauthorized, altered, or fraudulent wire instructions, where such party failed to verify the wire instructions by telephone callback as described herein.
ACKNOWLEDGMENT AND CONFIRMATION
By executing this document below, each of the undersigned hereby (a) confirms the accuracy of the wire transfer instructions set forth herein, (b) authorizes the Administrative Agent to initiate the Dividend Distribution wire transfer on the Closing Date in accordance with these Wire Instructions (as may be adjusted by the Funds Flow Memorandum), and (c) acknowledges and agrees to the important notices and disclaimers set forth in Section 6 above.
GRANITE PEAK NIH HOLDINGS, LLC
GRANITE PEAK NIH HOLDINGS, LLC
By: Granite Peak Capital Partners, LP,
its Managing Member
By: Granite Peak Capital GP IV, LLC,
its General Partner
By: ________
Name: Ryan Ostrowski
Title: Principal, Authorized Signatory
Date: ________
NEXFORD INDUSTRIAL HOLDINGS INC.
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: ________
or
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: Priya Mehta
Title: Vice President, Treasury & Corporate Finance
Date: ________
DISTRIBUTION LIST
Copies of these Wire Instructions have been delivered to the following parties and their designated contacts. Distribution of these Wire Instructions does not constitute any waiver of the confidentiality obligations applicable hereto.
This document contains confidential information. If you have received this document in error, please notify Calderwood & Harkness LLP immediately at (212) 558-4000 and destroy all copies.
| Calderwood & Harkness LLP | 425 Lexington Avenue | New York, New York 10017 Matter No. 1005-00001 | Billing Code: IBL-NIH-2025-031 |
| Matter No.: | 1005-00001 | ||
| Billing Code: | IBL-NIH-2025-031 | ||
| Designation: | CONFIDENTIAL | ||
| Reference: | $1,400,000,000 Senior Secured Term Loan B — Nexford Industrial Holdings Inc. | ||
| Recipient / Beneficiary: | Granite Peak NIH Holdings, LLC | ||
| Entity Type: | Delaware limited liability company | ||
| Employer Identification Number (EIN): | 85-3291047 | ||
| Delaware Secretary of State File Number: | 7234891 | ||
| Registered Agent and Office: | c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801 | ||
| Principal Business Address: | c/o Granite Peak Capital Partners, LP, 600 Steamboat Road, Suite 300, Greenwich, CT 06830 | ||
| Capacity in Transaction: | Holdings Guarantor under the Credit Agreement and direct parent and sole equity holder of the Borrower; recipient of the Dividend Distribution | ||
| Wire Transfer Amount: | $335,000,000.00 (Three Hundred Thirty-Five Million and 00/100 Dollars) | ||
| Note: | Approximate amount; the final amount of the Dividend Distribution is subject to adjustment per the execution version of the Funds Flow Memorandum dated March 27, 2025 (the "Funds Flow Memorandum"). | ||
| Sources | Amount | ||
| Term Loan B Facility — Gross Proceeds | $1,400,000,000.00 | ||
| Total Sources | $1,400,000,000.00 | ||
| Uses | Amount | ||
| (i) Payoff of Existing Atlas Meridian Bank, N.A. First Lien Term Loan (including accrued and unpaid interest through the Closing Date) | ($879,375,000.00) | ||
| (ii) Transaction Fees and Expenses (including arranger fees, legal fees, advisory fees, and other closing costs) | ($38,625,000.00) | ||
| (iii) Cash to Balance Sheet of the Borrower | ($147,000,000.00) | ||
| (iv) Dividend Distribution to Holdings | ($335,000,000.00) | ||
| Total Uses | ($1,400,000,000.00) | ||
| Beneficiary Bank: | Ridgeway National Trust, N.A. | ||
| Beneficiary Bank Address: | 780 Third Avenue, 14th Floor, New York, New York 10017 |
| Beneficiary Bank ABA / Routing Number: | 021-084-376 |
| Beneficiary Bank SWIFT Code: | RNTRUS33 |
| Beneficiary Account Name: | Granite Peak NIH Holdings, LLC |
| Beneficiary Account Number: | 8840-2617-5903 |
| Reference / OBI Field: | "Nexford Industrial Holdings Inc. — Dividend Distribution — Closing Date March 28, 2025" |
| Originator: | Nexford Industrial Holdings Inc. |
| Entity Type: | Delaware corporation |
| Employer Identification Number (EIN): | 36-4178552 |
| Headquarters Address: | 1400 Industrial Parkway, Schaumburg, IL 60173 |
| Originating Bank: | Crescent Harbor Bank, N.A. |
| Capacity: | Administrative Agent under the Credit Agreement; disbursing agent for Term Loan B proceeds on the Closing Date |
| Originating Bank Address: | 320 Federal Street, Boston, MA 02110 |
| Name: | Ryan Ostrowski |
| Title: | Principal, Granite Peak Capital Partners, LP |
| Direct Telephone: | (203) 742-8810 |
| Mobile Telephone: | (917) 605-3124 |
| Email: | rostrowski@granitepeakcap.com |
| Name: | Priya Mehta |
| Title: | Vice President, Treasury & Corporate Finance |
| Direct Telephone: | (847) 593-2240 |
| Mobile Telephone: | (312) 804-6751 |
| Email: | priya.mehta@nexfordindustrial.com |
| Name: | Michelle Kaplan |
| Title: | Chief Financial Officer |
| Direct Telephone: | (847) 593-2200 |
| Mobile Telephone: | (312) 509-4438 |
| Email: | michelle.kaplan@nexfordindustrial.com |
| Name: | Marcus Leung |
| Title: | Lead Associate, Banking & Leveraged Finance |
| Direct Telephone: | (212) 558-4712 |
| Mobile Telephone: | (646) 381-9504 |
| Email: | mleung@calderwoodharkness.com |
| Name: | Claudia Merritt |
| Title: | Partner, Banking & Leveraged Finance |
| Direct Telephone: | (212) 558-4300 |
| Mobile Telephone: | (917) 223-6670 |
| Email: | cmerritt@calderwoodharkness.com |
| Party | Attention |
| Crescent Harbor Bank, N.A. (Administrative Agent) | Elaine Prescott, Managing Director, Leveraged Finance |
Thomas Nakamura, Director, Loan Syndication
Calderwood & Harkness LLP (Borrower's Counsel)
Marcus Leung, Lead Associate
Whitfield & Gage LLP (Administrative Agent's Counsel)
Jonathan Ferris, Associate
| Kellner Brandt & Associates LLP (Sponsor's Counsel) | Patricia Voss, Partner |
| Nexford Industrial Holdings Inc. (Borrower) | David Engstrom, General Counsel |
Michelle Kaplan, Chief Financial Officer
Priya Mehta, VP, Treasury & Corporate Finance
| Granite Peak Capital Partners, LP (Sponsor) | Ryan Ostrowski, Principal |
| Stonebridge Advisory Group, LLC (Financial Advisor) | Andrew Castellano, Managing Director |