Counsel:
I am writing to set out the logistics for document execution, signature page circulation, and closing-day mechanics for the above-referenced transaction. As discussed, closing remains on track for **Friday, March 28, 2025**. All principal commercial and legal terms of the Credit Agreement and ancillary documents have been substantially agreed, and we are now in a position to move to execution.
Please review the below carefully and note the action items assigned to your respective firms.
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**1. Transaction Recap**
For reference, the key transaction parameters are as follows:
- **Borrower:** Nexford Industrial Holdings Inc. - **Facility:** $1,400,000,000 Senior Secured Term Loan B - **Administrative Agent / Collateral Agent:** Crescent Harbor Bank, N.A. - **Joint Lead Arrangers:** Crescent Harbor Bank, N.A., Ironwood Capital Markets, LLC, and Northvane Securities, Inc. - **Governing Law:** New York - **Purpose of Facility:** Refinancing of existing Atlas Meridian credit facilities, dividend recapitalization, payment of transaction fees and expenses, and cash to balance sheet
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**2. Document Execution Package**
Set forth below are the key closing documents requiring execution by the various parties. This list should be read in conjunction with the final closing agenda, which will be circulated separately on March 27.
1. **Credit Agreement** — execution version, among Nexford Industrial Holdings Inc. (Borrower), the Guarantors, Crescent Harbor Bank, N.A. (Administrative Agent and Collateral Agent), and the Lenders 2. **Guarantee Agreement** — among Granite Peak NIH Holdings, LLC (Holdings Guarantor) and each of the eleven (11) Subsidiary Guarantors, in favor of Crescent Harbor Bank, N.A. as Collateral Agent 3. **Security Agreement** (Personal Property) — among the Borrower, the Guarantors, and Crescent Harbor Bank, N.A. as Collateral Agent 4. **Holdings Pledge Agreement** — Granite Peak NIH Holdings, LLC pledging 100% of equity interests in Nexford Industrial Holdings Inc. 5. **Borrower Pledge Agreement** — Nexford Industrial Holdings Inc. pledging equity interests in its direct domestic subsidiaries 6. **Subsidiary Pledge Agreements** — each Subsidiary Guarantor (NPC, NES, NCST, NMS, NP LLC, NIH Intl, Clearfield, Summit, Ridgepoint, and Lakeshore) pledging equity interests in lower-tier subsidiaries 7. **CFC Holdco Limited Pledge Agreement** — Nexford International Holdings, Inc. pledging 65% of voting equity and 100% of non-voting equity in Nexford Canada Holdings ULC 8. **intellectual Property Security Agreement** 9. **Intercreditor Agreement** (First Lien / Unsecured) — among Crescent Harbor Bank, N.A. (First Lien Collateral Agent), Pinnacle Trust Company (Unsecured Notes Trustee), and Nexford Industrial Holdings Inc. 10. **Deposit Account Control Agreements** — covering accounts at Crescent Harbor Bank and operating accounts at Redstone National Bank (accounts ending -4471, -4472, and -6633) 11. **Securities Account Control Agreements** 12. **Intercompany Note** — endorsed and pledged to the Collateral Agent
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**3. Signature Page Protocol**
Signature pages for the above documents are being circulated **today** (March 25) concurrently with this email. Please coordinate execution and return as follows:
- **Whitfield & Gage LLP** (Margaret / Jonathan): Please coordinate execution by Crescent Harbor Bank, N.A. in all capacities (Administrative Agent, Collateral Agent, and Lender). Please also coordinate the collection of lender signature pages from all syndicate participants.
- **Kellner Brandt & Associates LLP** (Patricia): Please coordinate execution by Granite Peak NIH Holdings, LLC as Holdings Guarantor. Please ensure the authorized signatory is consistent with the manager/member resolutions adopted on January 13, 2025.
- **Calderwood & Harkness LLP**: We will coordinate execution by Nexford Industrial Holdings Inc. and each Subsidiary Guarantor, working directly with David Engstrom (General Counsel & Corporate Secretary) and Priya Mehta (VP, Treasury).
- **Hargrove & Whitmore LLP** (Robert): No signature pages are required from your client at this time. However, please confirm that you are prepared to deliver the Illinois law enforceability and perfection opinion on the closing date (see Section 5 below).
- **Briarcliff Legal Group PA** (Catherine): No signature pages are required from your client at this time. However, please confirm that you are prepared to deliver the Delaware entity opinions (due organization, good standing, and authority) on the closing date (see Section 5 below).
**Deadline for Return of Executed Signature Pages:**
All executed signature pages must be returned in **PDF (scanned)** to me and Sophie Tremblay (stremblay@calderwoodharkness.com) no later than **Thursday, March 27, 2025 at 5:00 PM ET**.
**Originals** should follow by overnight courier to:
> Calderwood & Harkness LLP > 425 Lexington Avenue > New York, NY 10017 > Attn: Sophie Tremblay
**Escrow Protocol:** All signature pages will be held in escrow by Calderwood & Harkness and will be released only upon confirmation that all conditions precedent under the Credit Agreement have been satisfied or waived and that funding has occurred.
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**4. Closing Certificates and Officer's Certificates**
Calderwood & Harkness is preparing the following certificates for execution by officers of Nexford on or before March 28:
- **Closing Certificate of the Borrower** - **Officer's Certificate** (Representations and Warranties; No Default) — to be signed by Michelle Kaplan, Chief Financial Officer - **Secretary's Certificate** (Incumbency, Resolutions, Organizational Documents) — to be signed by David Engstrom, General Counsel & Corporate Secretary - **Solvency Certificate** — to be signed by Michelle Kaplan, Chief Financial Officer - **Pro Forma Compliance Certificate** — reflecting pro forma first lien net leverage of approximately 3.38x and total net leverage of approximately 4.03x - **Use of Proceeds Compliance Certificate** (Sanctions / OFAC / Anti-Corruption representations)
In addition:
- **Secretary's Certificate of Granite Peak NIH Holdings, LLC** — Kellner Brandt (Patricia) to coordinate execution - **Secretary's Certificates of each Subsidiary Guarantor** — Calderwood & Harkness is coordinating with Nexford
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**5. Legal Opinions — Confirmation of Delivery**
I would ask that each opinion-giving firm confirm by return email that it is on track to deliver its respective opinion(s) on March 28:
- **Calderwood & Harkness LLP**: (i) New York law enforceability opinion (Borrower and Guarantors) and (ii) New York UCC security interest perfection opinion. Claudia Merritt will be the signing partner.
- **Hargrove & Whitmore LLP** (Robert): Illinois law enforceability and perfection opinion. Please confirm the opinion is in final form. We have not received comments since the preliminary draft circulated with your correspondence of March 12.
- **Briarcliff Legal Group PA** (Catherine): Delaware law entity opinions covering due organization, good standing, and authority for all Delaware-organized Loan Parties. Please confirm the opinion is in final form.
The **Opinion Back-Up Certificate** will be executed by Nexford and delivered to each opinion-giving counsel on the closing date.
As a reminder, bring-down good standing certificates have been ordered from the respective Secretaries of State and are expected to be received within five (5) business days of closing.
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**6. Funds Flow and Payoff Mechanics**
The draft funds flow memorandum was circulated on March 22. We are targeting execution of the final version on **March 27**, with sign-off by all parties. For coordination purposes, the anticipated funds flow is summarized below:
**Sources:** - Term Loan B proceeds (Crescent Harbor Bank and syndicate lenders): $1,400,000,000
**Uses:** - Payoff of existing Atlas Meridian first lien term loan: $879,375,000 (principal of $875,000,000 plus approximately $4,375,000 in accrued interest) - Termination of existing revolving credit facility: $0 outstanding; commitment to be terminated - Dividend to Granite Peak NIH Holdings, LLC: approximately $335,000,000 - Transaction fees and expenses: approximately $38,625,000 - Cash to Nexford balance sheet: $147,000,000
**Additional Items:**
- Wire transfer instructions for the Nexford accounts, the Atlas Meridian payoff, and the Granite Peak NIH Holdings dividend are being finalized and will be circulated separately. - The **payoff letter** from Atlas Meridian Bank, N.A. (Sandra Vickers) has been received and reviewed. The **lien release authorization letter** will be executed by Atlas Meridian on March 27. - **UCC-1 financing statements** have been prepared for filing on the closing date in all applicable jurisdictions: Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan. Calderwood & Harkness will handle all filings. - **UCC-3 termination statements** for the Atlas Meridian liens will be filed promptly post-closing, with a target date of March 31.
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**7. Post-Closing Items**
As a reminder, mortgages for the following four properties are post-closing deliverables due by **April 30, 2025**:
1. 1400 Industrial Parkway, Schaumburg, IL (Cook County) — appraised value: $85,000,000 2. 2750 Commerce Drive, Rockford, IL (Winnebago County) — appraised value: $42,000,000 3. 600 Manufacturers Row, Greenville, SC (Greenville County) — appraised value: $38,000,000 4. 9100 Westpark Industrial Boulevard, Houston, TX (Harris County) — appraised value: $28,000,000
Title insurance policies from Landmark Title Assurance Company are also due by April 30.
Robert — we will need Hargrove & Whitmore's assistance with the Illinois mortgage forms for the Cook County and Winnebago County recordings. We will follow up separately on this.
A formal post-closing obligations letter will be circulated following the closing.
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**8. Closing Day Logistics — March 28**
The closing will be conducted **virtually / telephonically**. Calderwood & Harkness will coordinate a closing call at **10:00 AM ET on Friday, March 28** to:
- Confirm satisfaction of all conditions precedent under the Credit Agreement - Release signature pages from escrow - Confirm funding and completion of wire transfers - Confirm payoff of the Atlas Meridian facilities - Confirm payment of the dividend to Granite Peak NIH Holdings
**Anticipated Participants:** All counsel on this distribution, Nexford (David Engstrom, Priya Mehta, Michelle Kaplan), Crescent Harbor Bank (Elaine Prescott, Thomas Nakamura), Granite Peak Capital (Ryan Ostrowski), and Stonebridge Advisory (Andrew Castellano).
Dial-in details will follow separately.
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**9. Action Items Summary**
1. **All counsel:** Review and confirm the closing agenda (final version to be circulated March 27). 2. **Whitfield & Gage:** Return Crescent Harbor Bank and lender executed signature pages by **March 27, 5:00 PM ET**. 3. **Kellner Brandt:** Return Holdings Guarantor executed signature pages by **March 27, 5:00 PM ET**. 4. **Hargrove & Whitmore:** Confirm the Illinois law opinion is in final form and will be delivered on March 28. 5. **Briarcliff Legal Group:** Confirm the Delaware entity opinions are in final form and will be delivered on March 28. 6. **All counsel:** Flag any remaining open items and revert to me or Sophie Tremblay immediately. 7. **All:** Join the closing call on **March 28 at 10:00 AM ET** (dial-in to follow).
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Thank you all for your continued efforts on this transaction. We are in good shape heading into closing, and I appreciate everyone's responsiveness over the past several weeks.
For document logistics and signature page collection, please direct inquiries to **Sophie Tremblay** (stremblay@calderwoodharkness.com; 212-548-6220). I am available for any substantive questions, and **Claudia Merritt** (cmerritt@calderwoodharkness.com; 212-548-6100) is available for any principal-level matters.
Best regards,
**Marcus Leung** Senior Associate Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 D: 212-548-6184 mleung@calderwoodharkness.com
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