Elaine,
Thank you for the productive call earlier today. As discussed, I wanted to memorialize in writing where we stand on the transaction across three fronts — (1) document readiness, (2) syndication timeline, and (3) the path to closing on our March 28 target date — and to flag the remaining items that will need attention over the next ten days. I have organized this by topic for ease of reference.
---
**1. Document Status — Credit Agreement and Ancillary Documents**
We returned Calderwood & Harkness's mark-up of the third draft credit agreement to Whitfield & Gage earlier today. As you know, Whitfield & Gage circulated that third draft on March 17, and I am pleased to report that the number of remaining open items is now quite limited. The key commercial terms are substantially agreed, and the handful of outstanding points are primarily drafting-level matters that we do not expect will require escalation to principal-level discussions.
We are maintaining our Credit Agreement Issues List, which is now at Version 3.0. We plan to finalize it internally tomorrow (March 19) and circulate it to all parties promptly thereafter.
For the record and for confirmation by all sides, the agreed key commercial terms are as follows:
- **Margin:** SOFR + 400 bps - **SOFR Floor:** 0.75% - **Amortization:** 1.00% per annum ($3,500,000 quarterly) - **Maturity:** 7 years (March 28, 2032) - **Financial Covenant:** Springing first lien net leverage covenant at 5.00x, tested only when revolving borrowings exceed 40% of commitments - **MFN Protection:** 50 bps most favored nation threshold on incremental term loans incurred within 12 months of closing - **Soft Call:** 101 repricing premium for the first 6 months - **Excess Cash Flow Sweep:** 50% / 25% / 0%, with step-downs at 4.25x and 3.50x first lien net leverage, respectively - **Change of Control:** 35% voting equity threshold, with a carve-out for Granite Peak and its affiliates
Please let me know if any party views these terms differently.
With respect to the intercreditor agreement (First Lien / Unsecured), we plan to circulate Calderwood & Harkness's marked draft to Whitfield & Gage tomorrow, March 19. This document addresses the arrangement between Crescent Harbor as first lien collateral agent and Pinnacle Trust Company as trustee for the $250,000,000 7.250% Senior Unsecured Notes due 2028. Given that the intercreditor provisions in the credit agreement are already largely settled, we expect this document to converge quickly.
The security, guarantee, and pledge documents are in good shape. First drafts were circulated on March 10, and revised drafts followed on March 17. The collateral package, as agreed, consists of a first-priority lien on substantially all assets of the Borrower and Guarantors, including:
- 100% of the equity interests in domestic subsidiaries - 65% of voting equity and 100% of non-voting equity in first-tier foreign subsidiaries (i.e., the limited pledge of Nexford International Holdings, Inc.'s interest in Nexford Canada Holdings ULC) - Accounts receivable, inventory, and equipment - intellectual property - Deposit and securities accounts - General intangibles - Owned real property with a fair market value in excess of $10 million
As previously agreed, mortgages on the four qualifying properties are post-closing deliverables, with a deadline of April 30, 2025, per the post-closing schedule. The properties are:
1. 1400 Industrial Parkway, Schaumburg, IL 2. 2750 Commerce Drive, Rockford, IL 3. 600 Manufacturers Row, Greenville, SC 4. 9100 Westpark Industrial Boulevard, Houston, TX
These properties carry a combined appraised value of approximately $193,000,000. We are coordinating with Hargrove & Whitmore LLP (Robert Kimura) on the Illinois mortgage forms and with Landmark Title Assurance Company on title commitments for all four properties.
Finally, deposit account control agreements are being finalized for accounts held at Crescent Harbor Bank and for the operating accounts at Redstone National Bank (accounts ending -4471, -4472, and -6633). We do not anticipate any issues on that front.
---
**2. Syndication Status**
Based on our understanding from Thomas and your team, the syndication is progressing well. As you know, Ironwood Capital Markets, LLC and Northvane Securities, Inc. formally joined as joint lead arrangers on March 7, with commitments of $200,000,000 and $150,000,000, respectively, and lead arranger and anchor investor allocations were finalized on March 14.
The current committed syndicate, as we understand it, is as follows:
| Lender
This leaves approximately $400,000,000 to be placed through general syndication targeting additional institutional investors and CLO vehicles. As I understand it, the target close for general syndication is March 21 — just three days from now. Elaine, it would be helpful to get a status update on whether Crescent Harbor is on track to achieve full syndication by that date, and whether any feedback from the market has raised concerns about pricing at SOFR + 400 bps with the 50 bps OID (99.50 issue price) that might implicate the market flex provisions. The 100 bps upfront fee to participating lenders appears to be in line with market, but we would appreciate your team's current read.
For reference, the ratings continue to be supportive: Keystone Ratings Group assigned a B1 corporate family rating and B1 facility rating, and Sentinel Credit Analytics assigned a B+ corporate credit rating and BB- facility rating (reflecting collateral coverage), each issued on February 26, 2025.
---
**3. Path to March 28 Closing — Key Milestones and Action Items**
Set forth below is the critical path as we see it:
- **March 19:** C&H to circulate marked intercreditor agreement and finalized Credit Agreement Issues List v3.0 - **March 20–21:** Final resolution of remaining open credit agreement points between Marcus Leung (C&H) and Jonathan Ferris (Whitfield & Gage); general syndication target close - **March 22:** Target for near-final / substantially agreed credit agreement - **March 24:** Target for execution-ready credit agreement and all ancillary documents - **March 25:** Pre-closing; signature pages begin circulating to all parties - **March 26:** Closing certificates and officer's certificates prepared; wire transfer instructions finalized; C&H to review payoff letter from Atlas Meridian Bank, N.A. (Sandra Vickers) confirming payoff of $879,375,000 (i.e., $875,000,000 principal plus approximately $4,375,000 accrued interest on the existing first lien term loan); the existing $190,000,000 revolving credit facility is undrawn and will be terminated at closing - **March 27:** Final closing agenda distributed; bring-down good standing certificates and lien searches confirmed; funds flow memorandum finalized: - *Sources:* $1,400,000,000 Term Loan B proceeds - *Uses:* $879,375,000 Atlas Meridian payoff; approximately $335,000,000 dividend to Granite Peak NIH Holdings, LLC; approximately $38,625,000 transaction fees and expenses; $147,000,000 cash to balance sheet - **March 28:** Closing and funding — all documents executed and delivered; proceeds wired; Atlas Meridian repaid in full; dividend paid to Holdings; UCC-1 financing statements filed in Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan; lien release authorization obtained from Atlas Meridian - **March 31:** Post-closing original document deliveries; UCC-3 termination statements filed to terminate Atlas Meridian liens
Borrower's closing deliverables include: (i) closing certificate, (ii) officer's certificate (to be signed by Michelle Kaplan, CFO), (iii) secretary's certificate (David Engstrom, General Counsel & Corporate Secretary), (iv) solvency certificate, (v) pro forma compliance certificate (showing approximately 3.38x first lien net leverage and approximately 4.03x total net leverage, each comfortably below the 5.00x covenant threshold), and (vi) use of proceeds / OFAC / sanctions compliance certificate.
Legal opinions are on track. Calderwood & Harkness will deliver the New York law enforceability opinion and UCC perfection opinion; Hargrove & Whitmore LLP will deliver an Illinois law enforceability and perfection opinion; and Briarcliff Legal Group PA (Catherine Ellsworth) will deliver Delaware entity opinions covering organization, good standing, and authority. We plan to circulate our draft opinion on Thursday the 20th for your counsel's review.
For the avoidance of doubt, the existing $250,000,000 7.250% Senior Unsecured Notes due 2028 (Pinnacle Trust Company, trustee) are not being refinanced and will remain outstanding, subject to the intercreditor arrangement referenced above.
---
**4. Requests and Next Steps**
A few specific asks:
1. **Elaine** — Could you please confirm that Crescent Harbor is comfortable with the March 28 closing date given the current document and syndication trajectory?
2. **Thomas** — Would you be able to provide an updated syndication allocation schedule reflecting any new commitments received since March 14?
3. **Margaret** — Does Whitfield & Gage have any timing concerns regarding turnaround of the marked intercreditor agreement (which you will receive tomorrow) and delivery of the near-final credit agreement by March 22?
4. **David / Priya** — The Nexford team, including Michelle Kaplan, should remain available for any calls needed to resolve remaining items over the next several days.
I should also note that Ryan Ostrowski at Granite Peak and Patricia Voss at Kellner Brandt & Associates are being kept apprised of progress separately by Marcus Leung and will coordinate on sponsor-side deliverables on a parallel track.
---
Thank you, Elaine, to you and your entire team for the smooth and well-organized process to date. We are in excellent shape heading into the final stretch. The Calderwood & Harkness team — Marcus Leung, Sophie Tremblay, and I — is available at any time over the next ten days through closing. Please do not hesitate to reach out.
Best regards,
**Claudia Merritt** Partner Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 T: (212) 558-4000 D: (212) 558-4173 E: cmerritt@calderwoodharkness.com
---
*CONFIDENTIALITY NOTICE: This email message, including any attachments, is for the sole use of the intended recipient(s) and may contain information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any dissemination, distribution, copying, or other use of this communication is strictly prohibited. Attorney-client privilege is not waived by transmission of this message. If you have received this communication in error, please notify the sender immediately by reply email and permanently delete all copies of this message and any attachments.*