Dear Priya,
I hope this email finds you well. My name is Sophie Tremblay, and I am an associate at Calderwood & Harkness LLP working with Claudia Merritt and Marcus Leung on the $1.4 billion senior secured Term Loan B refinancing and dividend recapitalization for Nexford Industrial Holdings Inc. (Matter No. 1005-00001).
I am writing to request certified organizational documents, good standing certificates, and incumbency information for all Loan Parties in connection with the closing conditions, secretary's certificates (and authorized person's certificates for the LLC entities), and the local counsel opinions that will be delivered at closing by Briarcliff Legal Group PA (Catherine Ellsworth) for the Delaware-organized entities and Hargrove & Whitmore LLP (Robert Kimura) for the Illinois entities. As you may recall, Marcus's due diligence request list circulated on February 4, 2025, included these items at a high level under the organizational documents category. This email is intended to provide a more detailed, entity-by-entity breakdown to help your team organize the collection process efficiently.
I have set out below what we will need, organized by category.
**1. Certified Organizational Documents**
For each Loan Party, we will need a certified copy of the entity's charter document from the applicable Secretary of State (or equivalent filing office), as follows:
**A. Delaware-Organized Entities** (certified by the Delaware Secretary of State):
1. **Nexford Industrial Holdings Inc.** (Delaware corporation; DE File No. 5765432) — Certificate of Incorporation, as amended and/or restated 2. **Granite Peak NIH Holdings, LLC** (Delaware LLC; DE File No. 7234891) — Certificate of Formation, as amended 3. **Nexford Precision Components, Inc.** (Delaware corporation) — Certificate of Incorporation 4. **Nexford Engineered Systems, LLC** (Delaware LLC) — Certificate of Formation 5. **Nexford Coatings & Surface Technologies, Inc.** (Delaware corporation) — Certificate of Incorporation 6. **Nexford Properties, LLC** (Delaware LLC) — Certificate of Formation 7. **Nexford International Holdings, Inc.** (Delaware corporation) — Certificate of Incorporation
**B. Non-Delaware Domestic Entities** (certified by the applicable state filing office):
8. **Nexford Manufacturing Services, LLC** (Illinois LLC) — Articles of Organization, certified by the Illinois Secretary of State 9. **Clearfield Tool & Die, Inc.** (Pennsylvania corporation) — Articles of Incorporation, certified by the Pennsylvania Department of State 10. **Summit Industrial Fabrication Co.** (South Carolina corporation) — Articles of Incorporation, certified by the South Carolina Secretary of State 11. **Ridgepoint Specialty Coatings, LLC** (Texas LLC) — Certificate of Formation, certified by the Texas Secretary of State 12. **Lakeshore Precision Engineering, Inc.** (Michigan corporation) — Articles of Incorporation, certified by the Michigan Department of State
Please note that the two Canadian entities — Nexford Canada Holdings ULC (British Columbia) and Nexford Canada Manufacturing, Inc. (Ontario) — are not Loan Parties or Guarantors under the credit facility, so certified organizational documents are not required for them at this stage. We may, however, follow up separately with respect to the limited equity pledge of Nexford Canada Holdings ULC.
**2. Good Standing Certificates**
We will need current certificates of good standing (or certificates of existence/status, as applicable depending on each jurisdiction's terminology) for each of the 13 Loan Parties from their respective jurisdictions of organization. The 13 Loan Parties are as follows:
1. Nexford Industrial Holdings Inc. (Delaware) — Borrower 2. Granite Peak NIH Holdings, LLC (Delaware) — Holdings Guarantor 3. Nexford Precision Components, Inc. (Delaware) — Subsidiary Guarantor 4. Nexford Engineered Systems, LLC (Delaware) — Subsidiary Guarantor 5. Nexford Coatings & Surface Technologies, Inc. (Delaware) — Subsidiary Guarantor 6. Nexford Manufacturing Services, LLC (Illinois) — Subsidiary Guarantor 7. Nexford Properties, LLC (Delaware) — Subsidiary Guarantor 8. Nexford International Holdings, Inc. (Delaware) — Subsidiary Guarantor 9. Clearfield Tool & Die, Inc. (Pennsylvania) — Subsidiary Guarantor 10. Summit Industrial Fabrication Co. (South Carolina) — Subsidiary Guarantor 11. Ridgepoint Specialty Coatings, LLC (Texas) — Subsidiary Guarantor 12. Lakeshore Precision Engineering, Inc. (Michigan) — Subsidiary Guarantor
The above reflects the Borrower, the Holdings Guarantor, and the 11 Subsidiary Guarantors.
Because the good standing certificates must be dated within five (5) business days of the anticipated closing date (currently targeted for March 28, 2025), we understand that these will need to be ordered closer to closing. However, we would ask that you please confirm at your earliest convenience that all entities are currently in good standing in their respective jurisdictions of organization so that there are no surprises as we approach closing. If any entity has lapsed or has outstanding franchise tax or annual report obligations, please let us know immediately so we can address any issues well in advance.
In addition, to the extent readily available, we would appreciate good standing certificates (or equivalent) from any states where the Loan Parties are qualified to do business as foreign entities — particularly Illinois for any entities that operate in Illinois but are organized elsewhere.
**3. Internal / Uncertified Governing Documents**
In addition to the state-certified charter documents, we will need complete, fully executed copies of each entity's internal governing documents, which would not typically be on file with the Secretary of State:
- **Bylaws** (for each corporation) — current versions, as amended through the date hereof, including specifically Nexford Industrial Holdings Inc.'s Amended and Restated Bylaws - **LLC Agreements / Operating Agreements** (for each LLC) — current versions, as amended through the date hereof, including specifically: - Granite Peak NIH Holdings, LLC — LLC Agreement (or equivalent operating agreement) - Nexford Engineered Systems, LLC — LLC Agreement - Nexford Manufacturing Services, LLC — LLC Agreement - Nexford Properties, LLC — LLC Agreement - Ridgepoint Specialty Coatings, LLC — LLC Agreement
If any of the LLC entities have amended, restated, or supplemented their operating agreements since formation, please provide all versions, including any amendments or side letters.
**4. Incumbency Information**
We will need a current list of all officers, directors, managers, and/or authorized signatories for each Loan Party. This information will be incorporated into the secretary's certificates (for corporations) and authorized person's certificates (for LLCs) to be delivered at closing. Specifically:
- **Nexford Industrial Holdings Inc.** — Names and titles of all directors and officers, including at a minimum James Thornton (CEO), Michelle Kaplan (CFO), and David Engstrom (General Counsel & Corporate Secretary). - **Granite Peak NIH Holdings, LLC** — Name(s) of the manager(s) or managing member(s) authorized to act on behalf of Holdings. - **Each Subsidiary Guarantor** — Names and titles of all officers and/or managers authorized to execute documents on behalf of the entity.
Additionally, please confirm who will be the authorized signatory for each entity at closing, as we will need to reflect this in the closing documents and signature pages.
**5. Board/Manager Resolutions**
As you are aware, we will be preparing board resolutions (for the corporate entities) and manager/member consents (for the LLC entities) authorizing the transaction, the guarantee, and the security/collateral documents. We understand that Nexford's board resolutions were adopted on January 13, 2025, and that Holdings' manager/member resolutions were adopted on the same date.
Could you please confirm whether resolutions or written consents have already been adopted for each Subsidiary Guarantor authorizing their entry into the guarantee and collateral documents? If resolutions have not yet been adopted for any Subsidiary Guarantor, we are happy to prepare draft resolutions/consents for your review and adoption. We will circulate forms for review once we have assembled the entity information requested above.
**6. Timing and Logistics**
We would appreciate receiving the certified organizational documents and internal governing documents as soon as practicable, and ideally no later than **February 21, 2025**. This timeline will allow Calderwood & Harkness and the local counsel firms (Briarcliff Legal Group PA and Hargrove & Whitmore LLP) sufficient time to review the documents in advance of drafting the secretary's certificates, authorized person's certificates, and opinion back-up materials.
As noted above, the good standing certificates will be ordered closer to closing, but we would appreciate confirmation now that all entities are in good standing.
If it would be helpful, we are happy to coordinate directly with Nexford's registered agent — Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801 — for the Delaware certified documents and good standing certificates. Please let us know if you would like us to handle that coordination.
Finally, please note that we are separately coordinating with Kellner Brandt & Associates LLP (Patricia Voss) regarding any documents that may be needed from the Granite Peak fund entities at the top of the organizational structure (Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP). Those entities are not Loan Parties, but we may need certain information from them for purposes of organizational chart verification and equity ownership confirmation.
I recognize that this is a substantial document collection effort, and we very much appreciate your and your team's help in pulling everything together. These materials are essential for the closing deliverables, and getting them in hand early will help us keep the transaction on track for the March 28 target closing date.
Please do not hesitate to reach out if you have any questions or if it would be helpful to schedule a brief call to walk through the list together. I am available anytime.
Thank you very much, Priya.
Best regards,
Sophie Tremblay Associate Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 T: (212) 558-4073 E: stremblay@calderwoodharkness.com