[sheet: Cover Memo]

[sheet: Cover Memo]
Field | Detail
Document Title | W-8/W-9 Collection Memorandum and Checklist for Loan Parties
Date | March 14, 2025
Prepared By | Sophie Tremblay, Working Associate, Banking & Finance, Calderwood & Harkness LLP
Supervised By | Sylvia Hartwell, Specialist Partner, Tax, Calderwood & Harkness LLP
Matter | Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization
Matter Number | 1005-00001
Billing Code | IBL-NIH-2025-031
Client | Nexford Industrial Holdings Inc.
Administrative Agent / Collateral Agent | Crescent Harbor Bank, N.A.
Governing Credit Agreement | NIH Credit Agreement — Execution Version (anticipated closing March 28, 2025)
Purpose | This checklist tracks the collection of IRS Forms W-9 (Request for Taxpayer Identification Number and Certification) from each domestic Loan Party and IRS Forms W-8BEN-E or W-8IMY from each foreign subsidiary, as required under the Credit Agreement's tax provisions (including FATCA compliance and withholding tax provisions) and as needed for the closing deliverables package.
Legal Requirement — Domestic Entities | Each domestic Loan Party must provide a completed and signed IRS Form W-9 certifying its U.S. taxpayer identification number (EIN) and confirming it is not subject to backup withholding. Required for all Guarantors and the Borrower.
Legal Requirement — Foreign Entities | Each foreign subsidiary (not a Loan Party guarantor, but relevant for intercompany loan and withholding purposes) must provide a completed IRS Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting) or, if applicable, IRS Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting), to establish eligibility for reduced withholding rates under applicable tax treaties and to comply with FATCA requirements.
Deadline | All forms must be collected and verified prior to closing on March 28, 2025.
Distribution | Completed forms to be included in closing deliverables to Crescent Harbor Bank, N.A. as Administrative Agent; copies retained in Calderwood & Harkness LLP matter files.
Note on FATCA | The Credit Agreement requires compliance with the Foreign Account Tax Compliance Act (FATCA — IRC Sections 1471–1474). Lenders and Loan Parties must provide applicable tax documentation to avoid FATCA withholding on payments under the facility.
Contact for Questions | Sophie Tremblay (stremblay@calderwoodharkness.com) or Sylvia Hartwell (shartwell@calderwoodharkness.com)
[sheet: Domestic Loan Parties — W-9]
Item No. | Full Legal Name | Short Name | Entity Type | Jurisdiction of Organization | Role in Transaction | EIN | Address | Form Required | Form Received | Date Received | Reviewed & Verified | Reviewer Initials | Notes / Issues
1 | Nexford Industrial Holdings Inc. | Nexford / NIH | Corporation | Delaware | Borrower | 36-4178552 | 1400 Industrial Parkway, Schaumburg, IL 60173 | W-9 | Yes | 2025-03-10 | Yes | ST | Signed by Michelle Kaplan, CFO
2 | Granite Peak NIH Holdings, LLC | Holdings | Limited Liability Company | Delaware | Holdings Guarantor | 85-3291047 | c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801 | W-9 | Yes | 2025-03-11 | Yes | ST | Signed by authorized person; EIN confirmed
3 | Nexford Precision Components, Inc. | NPC | Corporation | Delaware | Subsidiary Guarantor | 47-2583910 | 2750 Commerce Drive, Rockford, IL 61101 | W-9 | Yes | 2025-03-12 | Yes | ST
4 | Nexford Engineered Systems, LLC | NES | Limited Liability Company | Delaware | Subsidiary Guarantor | 82-1647329 | 600 Manufacturers Row, Greenville, SC 29607 | W-9 | Yes | 2025-03-12 | Yes | ST
5 | Nexford Coatings & Surface Technologies, Inc. | NCST | Corporation | Delaware | Subsidiary Guarantor | 74-3198265 | 9100 Westpark Industrial Boulevard, Houston, TX 77063 | W-9 | Yes | 2025-03-12 | Yes | ST
6 | Nexford Manufacturing Services, LLC | NMS | Limited Liability Company | Illinois | Subsidiary Guarantor | 36-4892710 | 1400 Industrial Parkway, Schaumburg, IL 60173 | W-9 | Yes | 2025-03-12 | Yes | ST
7 | Nexford Properties, LLC | NP LLC | Limited Liability Company | Delaware | Subsidiary Guarantor | 85-6734120 | c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801 | W-9 | Yes | 2025-03-12 | Yes | ST | Real property holding entity
8 | Nexford International Holdings, Inc. | NIH Intl | Corporation | Delaware | Subsidiary Guarantor (CFC Holdco — limited pledge: 65% voting / 100% non-voting equity of first-tier foreign subs) | 82-4571098 | c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801 | W-9 | Yes | 2025-03-12 | Yes | ST | CFC holdco; domestic entity, W-9 required
9 | Clearfield Tool & Die, Inc. | Clearfield | Corporation | Pennsylvania | Subsidiary Guarantor | 23-2917845 | 175 Clearfield Avenue, Clearfield, PA 16830 | W-9 | Pending | No | Requested from Priya Mehta on 3/10; follow-up sent 3/13
10 | Summit Industrial Fabrication Co. | Summit | Corporation | South Carolina | Subsidiary Guarantor | 57-1384926 | 820 Summit Drive, Spartanburg, SC 29303 | W-9 | Yes | 2025-03-13 | Yes | ST
11 | Ridgepoint Specialty Coatings, LLC | Ridgepoint | Limited Liability Company | Texas | Subsidiary Guarantor | 74-5821093 | 9100 Westpark Industrial Boulevard, Houston, TX 77063 | W-9 | Yes | 2025-03-13 | Yes | ST
12 | Lakeshore Precision Engineering, Inc. | Lakeshore | Corporation | Michigan | Subsidiary Guarantor | 38-4210573 | 3200 Lakeshore Boulevard, Muskegon, MI 49441 | W-9 | Pending | No | Acquired 2024; awaiting signed form from local controller
13 | Nexford Automation Solutions, Inc. | NAS | Corporation | Delaware | Subsidiary Guarantor | 36-7921485 | 1400 Industrial Parkway, Schaumburg, IL 60173 | W-9 | Yes | 2025-03-13 | Yes | ST
SUMMARY | Received: 11 / 13 | Pending: 2 | Completion: 84.6% | Outstanding: Clearfield Tool & Die, Inc. (#9) and Lakeshore Precision Engineering, Inc. (#12). Follow-up coordinated by Priya Mehta, VP Treasury & Corporate Finance, Nexford.
[sheet: Foreign Subsidiaries — W-8]
Item No. | Full Legal Name | Short Name | Entity Type | Jurisdiction of Organization | Role / Status | Parent Entity | Address | Form Required | Applicable Treaty Country | FATCA Status / Chapter 4 Classification | Form Received | Date Received | Reviewed & Verified | Reviewer Initials | Notes / Issues
1 | Nexford Canada Holdings ULC | NCH ULC | Unlimited Liability Company | British Columbia, Canada | Foreign Subsidiary — Excluded from Guarantee; equity pledged via CFC Holdco limited pledge (65% voting / 100% non-voting) | Nexford International Holdings, Inc. | 1055 West Georgia Street, Suite 1500, Vancouver, BC V6E 4N7, Canada | W-8BEN-E | Canada (U.S.–Canada Income Tax Treaty) | Active NFFE / Exempt Beneficial Owner (to be confirmed) | Pending | No | Form requested from Priya Mehta 3/10; treaty benefits analysis per Sylvia Hartwell tax memo dated 3/7. Confirm whether W-8IMY may also be required given ULC flow-through structure.
2 | Nexford Canada Manufacturing, Inc. | NCM | Corporation | Ontario, Canada | Foreign Subsidiary — Excluded from Guarantee; indirect sub of Nexford via NIH Intl and NCH ULC | Nexford Canada Holdings ULC | 400 Industrial Road, Mississauga, ON L5T 2R3, Canada | W-8BEN-E | Canada (U.S.–Canada Income Tax Treaty) | Active NFFE (to be confirmed) | Pending | No | Form requested from Priya Mehta 3/10; confirm Chapter 4 status with local accountants at Firth Marlowe CPAs LLP. Treaty Article XI (Interest) — 0% rate on arm's-length intercompany interest to be confirmed.
SUMMARY | Received: 0 / 2 | Pending: 2 | Completion: 0.0% | Both Canadian entities pending. Sylvia Hartwell reviewing treaty eligibility and FATCA classification per tax memo dated March 7, 2025.
[sheet: Summary & Status]
Category | Total Entities | Forms Received | Forms Pending | Completion % | Target Completion Date | Action Items / Notes
Domestic Loan Parties (W-9) | 13 | 11 | 2 | 84.6% | 2025-03-28 | Outstanding: Clearfield Tool & Die, Inc. and Lakeshore Precision Engineering, Inc. Follow-up emails sent 3/13. Priya Mehta (VP, Treasury & Corporate Finance, Nexford) coordinating internally. Escalation to Michelle Kaplan (CFO) if not received by 3/21.
Foreign Subsidiaries (W-8BEN-E / W-8IMY) | 2 | 0 | 2 | 0.0% | 2025-03-28 | Both Canadian entities pending. Nexford Canada Holdings ULC (W-8BEN-E) and Nexford Canada Manufacturing, Inc. (W-8BEN-E). Sylvia Hartwell reviewing treaty eligibility and FATCA classification per tax memo dated March 7, 2025. Local Canadian counsel and Firth Marlowe CPAs LLP engaged to assist with form preparation.
TOTAL | 15 | 11 | 4 | 73.3% | 2025-03-28 | All forms must be collected, reviewed, and verified before closing on March 28, 2025. Forms to be delivered to Crescent Harbor Bank, N.A. as Administrative Agent as part of closing deliverables. Next status update scheduled for March 21, 2025.
[sheet: Form Requirements Reference]
Form Type | Full Form Name | Applicable To | Key Fields to Verify | Common Issues / Errors | IRS Form Revision Date | Notes
W-9 | Request for Taxpayer Identification Number and Certification | All domestic Loan Parties (Borrower, Holdings Guarantor, 11 Subsidiary Guarantors) | Legal name matches entity name on credit agreement; correct EIN; correct entity classification (corporation, LLC, etc.); signed and dated; backup withholding certification; exempt payee code (if applicable) | Mismatched legal name vs. DBA; unsigned form; incorrect entity classification; stale form (must be current revision); missing or incorrect EIN; failure to check backup withholding exemption box when applicable | Rev. October 2018 (or most recent) | Verify EIN against Nexford organizational documents on file. Nexford EIN: 36-4178552; Holdings EIN: 85-3291047. Ensure all forms use current IRS revision. Forms do not expire but must reflect current information.
W-8BEN-E | Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities) | Foreign subsidiaries (Nexford Canada Holdings ULC; Nexford Canada Manufacturing, Inc.) | Part I: Legal name, country of incorporation, Chapter 3 status (corporation/disregarded entity), Chapter 4 (FATCA) status; Part II: Disregarded entity (if applicable); Part III: Treaty claim — Article and rate for interest income; Part XXV: Signature by authorized person with capacity and date | Incorrect Chapter 4 classification; missing treaty claim when applicable; failure to identify treaty country (Canada); incomplete Part III for treaty benefits on intercompany interest; form not signed by authorized person; expired form (valid for 3 years from date of signing through end of last calendar year in period) | Rev. October 2021 (or most recent) | Canadian entities may claim reduced withholding under U.S.–Canada Income Tax Treaty, Article XI (Interest) — potential 0% rate on arm's-length interest. Coordinate with Sylvia Hartwell on treaty article and rate. FATCA classification (Active NFFE vs. Passive NFFE) to be confirmed based on entity financials.
W-8IMY | Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting | Applicable if any foreign entity acts as intermediary or flow-through entity for payments under the facility | Part I: Entity identification and type of intermediary/flow-through entity; Chapter 3 and Chapter 4 status; Part IV or other applicable part based on entity type; withholding statement attached (if intermediary); signed and dated by authorized person | Rarely applicable in this structure; may be needed if NCH ULC is treated as flow-through for Canadian tax purposes; missing withholding statement attachment; incorrect classification of intermediary type; failure to attach required underlying W-8BEN-E forms for beneficial owners | Rev. October 2021 (or most recent) | Confirm with Sylvia Hartwell whether W-8IMY is required in lieu of or in addition to W-8BEN-E for NCH ULC given its unlimited liability company structure under British Columbia law. ULCs may be treated as disregarded entities or partnerships for U.S. tax purposes depending on check-the-box elections.