1005-00001 · Nexford Industrial Holdings · Transaction Documents/Credit Agreement

internal-memo-change-of-control-analysis.docx DOCUMENT Finance & Banking

113 / 157 ← → ✕

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

INTERNAL MEMORANDUM

TO: Claudia Merritt, Responsible Partner, Banking & Finance, Calderwood & Harkness LLP

FROM: Marcus Leung, Lead Associate, Banking & Finance, Calderwood & Harkness LLP

DATE: March 11, 2025

RE: Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B — Analysis of Change of Control Provision

MATTER NO.: 1005-00001

CLIENT/MATTER CODE: IBL-NIH-2025-031

I. Executive Summary

The purpose of this memorandum is to analyze the change of control provision contained in the third-round draft of the Credit Agreement (the "Credit Agreement") for the $1,400,000,000 senior secured Term Loan B facility among Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (the "Administrative Agent" or "Collateral Agent"), and the several Lenders from time to time party thereto (collectively, the "Lenders"). The Credit Agreement draft under review was prepared and circulated by Whitfield & Gage LLP ("W&G"), counsel to Crescent Harbor Bank, N.A., on March 4, 2025.

The change of control provision as currently drafted by W&G contains three independent trigger events, any one of which, if it occurs, constitutes a "Change of Control" under the Credit Agreement. These three prongs operate disjunctively: the occurrence of any single prong is sufficient to give rise to a Change of Control, and the Lenders need not demonstrate that more than one prong has been triggered.

This memorandum: (a) describes each of the three trigger prongs in detail; (b) analyzes each prong in light of Nexford's current ownership structure and the position of Granite Peak Capital Partners, LP ("Granite Peak" or the "Sponsor") and its affiliated entities; (c) compares the provision to market terms observed in recent sponsor-backed Term Loan B transactions closed or syndicated during the 2024–2025 period; and (d) provides specific, actionable recommendations for borrower-favorable revisions that we propose to incorporate into our next mark-up of the Credit Agreement.

Our overall assessment is that the change of control provision is broadly consistent with market practice for sponsor-backed TLB transactions of comparable size and leverage profile. However, the provision contains certain drafting points where borrower refinements are advisable, and where we believe W&G and Crescent Harbor Bank are likely to have room for negotiation. In particular, we identify the following areas of concern:

• The definition of "Permitted Holders" should be expanded to expressly name all relevant Granite Peak entities and to accommodate inter-fund transfers, successor funds, and management equity holders;

• The treatment of GP Fund IV Co-Invest, LP as a Permitted Holder is implicit but not express, creating a potential ambiguity that should be resolved;

• The cross-default mechanics linking the Credit Agreement's change of control definition to the change of control definition in the Senior Unsecured Notes Indenture (the "Existing Indenture") require qualification to avoid a "ratchet effect" and to account for scenarios where the noteholders waive their repurchase rights; and

• Several borrower-favorable provisions common in recent precedent transactions—including an IPO carve-out, a cure period, and a leverage-based sunset on the voting equity threshold—are absent from the current draft and should be proposed.

Each of these issues is discussed in detail below.

II. Background — Transaction Structure and Ownership

A. The Borrower

Nexford Industrial Holdings Inc. is a Delaware corporation headquartered at 1400 Industrial Parkway, Schaumburg, Illinois 60173. Nexford operates as a diversified industrials and specialty manufacturing platform with operations across seventeen facilities in the United States, Mexico, and Germany. For the twelve-month period ended December 31, 2024, Nexford reported consolidated revenue of approximately $2.1 billion and LTM Adjusted EBITDA of approximately $385,000,000, as calculated in accordance with the definition of "Consolidated Adjusted EBITDA" set forth in the Credit Agreement, inclusive of permitted pro forma adjustments and run-rate cost savings.

B. Acquisition History and Sponsor Involvement

Granite Peak Capital Partners, LP acquired Nexford in January 2019 through its fourth institutional fund, Granite Peak Capital Fund IV, LP ("Fund IV"), for an enterprise value of approximately $1,650,000,000. The equity investment at the time of acquisition was approximately $725,000,000. The managing partners of Granite Peak are Derek Calloway (Co-Founder & Managing Partner) and Vanessa Liu (Co-Founder & Managing Partner). The deal team lead for the Nexford investment is Ryan Ostrowski, Principal at Granite Peak Capital Partners.

C. Current Ownership Structure

The current ownership chain is as follows:

• Granite Peak Capital Fund IV, LP holds approximately 92% of the outstanding membership interests of Granite Peak NIH Holdings, LLC ("Holdings"), a Delaware limited liability company.

• GP Fund IV Co-Invest, LP holds the remaining approximately 8% of the outstanding membership interests of Holdings. GP Fund IV Co-Invest, LP is a co-investment vehicle that invested alongside Fund IV in connection with the original 2019 acquisition.

• Holdings (Granite Peak NIH Holdings, LLC) owns 100% of the issued and outstanding capital stock of Nexford Industrial Holdings Inc.

Holdings is the direct parent of Nexford and will serve as a Guarantor under the Credit Agreement. In addition, Holdings will pledge 100% of its equity interests in Nexford to Crescent Harbor Bank, N.A. as Collateral Agent, as part of the first-lien security package.

D. The Transaction

The $1,400,000,000 Term Loan B facility is structured to accomplish the following:

• Refinancing: Repayment in full of the existing $875,000,000 first lien term loan and the existing $190,000,000 revolving credit facility, in each case outstanding under a Credit Agreement dated January 15, 2019, with Atlas Meridian Bank, N.A. as administrative agent (the "Existing Credit Facility"). The total payoff amount for the Existing Credit Facility is approximately $1,065,000,000, inclusive of accrued interest, fees, and breakage costs.

• Dividend Recapitalization: Approximately $335,000,000 of the Term Loan B proceeds will fund a dividend recapitalization to Granite Peak and the co-investors, distributed through Holdings to Fund IV and GP Fund IV Co-Invest, LP on a pro rata basis.

On a pro forma basis after giving effect to the closing of the Term Loan B and the application of proceeds, Nexford's first lien net leverage ratio will be approximately 3.38x (calculated as pro forma first lien net debt of approximately $1,300,000,000 divided by LTM Adjusted EBITDA of $385,000,000). Total net leverage, including the $250,000,000 of Senior Unsecured Notes discussed below, will be approximately 4.03x.

E. Existing Senior Unsecured Notes

Nexford has $250,000,000 in aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (the "Senior Unsecured Notes") outstanding under an Indenture dated November 8, 2021 (the "Existing Indenture" or "Senior Unsecured Notes Indenture"), with Pinnacle Trust Company serving as trustee (the "Trustee"). The Senior Unsecured Notes are not being refinanced in connection with this transaction and will remain outstanding following the closing of the Term Loan B.

An intercreditor agreement (the "Intercreditor Agreement") on a First Lien/Unsecured basis will be entered into between Crescent Harbor Bank, N.A., as First Lien Collateral Agent, and Pinnacle Trust Company, as Unsecured Notes Trustee, to govern the relative priority of claims, lien subordination, and enforcement standstill provisions between the first lien lenders and the holders of the Senior Unsecured Notes.

III. Description of the Change of Control Provision — Current Draft

The change of control provision appears in Section 2.05(b)(iv) of the Credit Agreement and incorporates the defined term "Change of Control" set forth in Section 1.01. We describe each of the three trigger prongs below, together with our analysis of the practical and legal implications of each.

A. Trigger Prong 1 — Voting Equity Acquisition Threshold

1. Text as Drafted

As set forth in clause (a) of the definition of "Change of Control," a Change of Control occurs upon:

"the acquisition by any 'person' or 'group' (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than one or more Permitted Holders, of direct or indirect beneficial ownership of more than 35% of the total outstanding Voting Equity Interests of Holdings."

The term "Permitted Holder" is defined in Section 1.01 to include: (i) Granite Peak Capital Partners, LP; (ii) any fund or investment vehicle managed, advised, or controlled, directly or indirectly, by Granite Peak Capital Partners, LP or its affiliates; (iii) any co-investment vehicle investing alongside Granite Peak Capital Partners, LP or its affiliates; and (iv) the directors, officers, and members of management of the Borrower who hold equity interests in Holdings.

2. Analysis. This prong is the primary ownership-based trigger. It is designed to permit continued Granite Peak ownership—and any internal restructurings within the Granite Peak fund family—without triggering a change of control, while capturing the scenario in which an outside third party (whether through a negotiated acquisition, hostile tender, open market purchases, or otherwise) accumulates a blocking or controlling position in Holdings.

Several aspects of this prong merit discussion:

Threshold level. The 35% threshold is tested against the "Voting Equity Interests" of Holdings. Since Holdings is a Delaware limited liability company, the "Voting Equity Interests" are the membership interests carrying voting rights under the Holdings LLC Agreement. We note that the 35% level is measured on a "more than" basis (i.e., exceeding 35%), so an acquisition of exactly 35% would not trigger this prong. This is consistent with standard drafting conventions.

Testing entity. The threshold is tested at the Holdings level, not at the Nexford level. This is appropriate given the ownership structure: Holdings is the direct parent of Nexford and the entity whose equity interests are pledged to the Collateral Agent. An acquisition of Holdings membership interests is the most likely path by which a third party would acquire indirect control of Nexford.

Current compliance. As of the date hereof, Granite Peak Capital Fund IV, LP (92%) and GP Fund IV Co-Invest, LP (8%) hold 100% of the outstanding membership interests of Holdings. Both entities fall within the Permitted Holder definition, and accordingly, this prong is not triggered at closing.

Potential concern — Co-Invest vehicle. While GP Fund IV Co-Invest, LP appears to be covered by the Permitted Holder definition through clause (iii) (co-investment vehicles investing alongside Granite Peak), this coverage is implicit rather than explicit. The definition does not name GP Fund IV Co-Invest, LP. If there were a dispute as to whether GP Fund IV Co-Invest, LP is truly "investing alongside" Granite Peak for purposes of this definition—for example, if the co-invest vehicle were to be restructured or its interests transferred to limited partners of the co-invest—ambiguity could arise. We recommend that the co-invest vehicle be expressly named in the definition, as discussed in Section VI below.

Potential concern — Successor funds. The Permitted Holder definition covers funds "managed, advised, or controlled" by Granite Peak or its affiliates. If Granite Peak raises successor funds (e.g., Granite Peak Capital Fund V, LP or Granite Peak Capital Fund VI, LP) and the Holdings interest is transferred from Fund IV to a successor fund as part of a fund restructuring, continuation vehicle transaction, or GP-led secondary, the successor fund should qualify as a Permitted Holder under this definition. However, the definition does not expressly reference successor funds or successor general partner entities. If the general partner entity for Fund V were a different legal entity than Granite Peak Capital GP IV, LLC (the current Fund IV general partner), and if there were any question as to whether that successor entity is an "affiliate" of Granite Peak Capital Partners, LP, the coverage could be challenged. We recommend express inclusion of successor funds and successor GP entities, as discussed in Section VI.

B. Trigger Prong 2 — Borrower Ceasing to Be Direct Wholly-Owned Subsidiary of Holdings

1. Text as Drafted

Clause (b) of the definition of "Change of Control" provides that a Change of Control occurs if:

"Nexford Industrial Holdings Inc. shall at any time cease to be a direct, wholly-owned Subsidiary of Holdings."

2. Analysis. This prong serves as a structural protection for the Lenders. Its purpose is to ensure that the collateral package—which includes the pledge by Holdings of 100% of its equity interests in Nexford—remains effective and complete throughout the life of the facility. It prevents Holdings from selling, transferring, or otherwise disposing of any portion of its equity interest in Nexford, or from permitting the issuance of new Nexford equity to a third party, without triggering the Change of Control consequences.

The prong also prevents the insertion of any intermediate holding company or other entity between Holdings and Nexford. If, for example, Holdings were to contribute its Nexford stock to a newly formed intermediate holding company (with Holdings owning 100% of the intermediate holding company and the intermediate holding company owning 100% of Nexford), Nexford would cease to be a "direct" subsidiary of Holdings, and this prong would be triggered.

As of the expected closing date, Holdings owns 100% of the issued and outstanding capital stock of Nexford, and this prong is satisfied at closing.

We note that this prong does not include a Permitted Holder exception. Even if a Permitted Holder were to acquire a minority equity interest in Nexford (e.g., through a management equity issuance at the Nexford level rather than the Holdings level), this prong would be triggered because Nexford would cease to be "wholly-owned" by Holdings. This is an intentional design feature of the provision and is consistent with the Lenders' expectation that all Nexford equity remain subject to the Holdings pledge.

Practical implication. Any future restructuring that inserts an intermediate holding company between Holdings and Nexford—a common step in preparation for an initial public offering—would require either (i) lender consent or a waiver, or (ii) a simultaneous amendment to the Credit Agreement to revise this prong. This should be flagged to Granite Peak in connection with any future IPO planning.

C. Trigger Prong 3 — Cross-Default to Senior Unsecured Notes Indenture Change of Control

1. Text as Drafted

Clause (c) of the definition of "Change of Control" provides that a Change of Control occurs upon:

"the occurrence of a 'Change of Control' (or any analogous event, however denominated or defined) under the Existing Indenture governing the 7.250% Senior Unsecured Notes due 2028 issued by the Borrower."

2. Nature of the Cross-Trigger

This provision functions as a cross-trigger. It is not technically a cross-default (which would require an actual default or event of default under the Existing Indenture), but rather a cross-definitional reference: if the factual circumstances satisfy the definition of "Change of Control" in the Existing Indenture, then a "Change of Control" is also deemed to have occurred under the Credit Agreement, regardless of whether the Existing Indenture's change of control actually results in any remedial action by the Trustee or the noteholders.

This is an important distinction. Under the Existing Indenture, a Change of Control does not automatically result in acceleration of the Senior Unsecured Notes. Rather, it triggers a "Change of Control Triggering Event," which requires the issuer (Nexford) to make an offer to repurchase the notes at 101% of their principal amount, plus accrued and unpaid interest. The noteholders may accept or decline the offer. If all noteholders decline, the notes remain outstanding and no remedial action is taken. Under the Credit Agreement's current drafting, however, the mere definitional occurrence of a Change of Control under the Existing Indenture—even if the noteholders unanimously waive their repurchase right—would still trigger a Change of Control under the Credit Agreement. This is a significant drafting point that we address in our recommendations below.

3. Analysis of the Existing Indenture's Change of Control Provision

We have reviewed the Existing Indenture (dated November 8, 2021) and note the following with respect to its change of control definition. The Existing Indenture defines "Change of Control" to include the following events:

(a) any "person" or "group" (within the meaning of Section 13(d) of the Securities Exchange Act of 1934), other than "Permitted Holders" (as defined in the Indenture), becoming the beneficial owner of more than 50% of the total voting power of all outstanding voting stock of the Issuer (Nexford) or its direct parent entity;

(b) the sale, lease, transfer, or other disposition (other than by way of merger, consolidation, or amalgamation), in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its restricted subsidiaries, taken as a whole, to any person or group (other than to a Permitted Holder);

(c) the consummation of any merger, consolidation, or amalgamation of the Issuer with or into another person, or any merger, consolidation, or amalgamation of another person with or into the Issuer, in any such event pursuant to a transaction in which the outstanding voting stock of the Issuer is converted into or exchanged for cash, securities, or other property, unless immediately after such transaction the holders of the voting stock of the Issuer immediately prior to such transaction hold more than 50% of the total voting power of all outstanding voting stock of the surviving or resulting entity.

Several observations are relevant:

Higher voting equity threshold. The Existing Indenture uses a 50% threshold for the voting equity acquisition trigger (clause (a)), compared to the Credit Agreement's 35% threshold. Accordingly, any event that triggers the Indenture's voting equity prong would almost certainly already trigger Prong 1 of the Credit Agreement definition (since a party acquiring more than 50% would necessarily have acquired more than 35%). The cross-trigger in Prong 3 therefore adds no incremental coverage with respect to voting equity acquisitions.

Additional trigger events. The Existing Indenture includes "substantially all assets" and "merger/consolidation" triggers (clauses (b) and (c)) that are not directly replicated in Prongs 1 and 2 of the Credit Agreement's Change of Control definition. Prong 3's cross-trigger imports these additional scenarios into the Credit Agreement, which provides the first lien Lenders with incremental protection against asset dispositions and business combination transactions that might not independently trigger Prongs 1 or 2.

Permitted Holder definition in the Existing Indenture. The Existing Indenture's definition of "Permitted Holders" may differ in scope from the Credit Agreement's definition. We have compared the two definitions and note the following potential divergences:

• The Existing Indenture's Permitted Holders definition was negotiated in 2021 and names "Granite Peak Capital Partners, LP and its Affiliates" as Permitted Holders. The definition of "Affiliates" in the Indenture follows the standard Rule 12b-2 formulation.

• The Existing Indenture does not expressly reference co-investment vehicles, nor does it include a separate clause for management equity holders.

• If the Existing Indenture's Permitted Holders definition is narrower than the Credit Agreement's definition, there is a risk that an event that is permitted under the Credit Agreement (because the acquirer qualifies as a Permitted Holder under the Credit Agreement) could nonetheless trigger a Change of Control under the Existing Indenture (because the same acquirer does not qualify as a Permitted Holder under the Indenture), which would in turn cross-trigger a Change of Control under the Credit Agreement through Prong 3.

This circular dynamic—where the broader Credit Agreement definition is effectively overridden by the narrower Indenture definition through the cross-trigger—is a known risk in multi-layered capital structures. We recommend qualifying the cross-trigger to mitigate this risk, as discussed in Section VI below. We also recommend preparing a detailed side-by-side comparison of the Permitted Holder definitions in the Credit Agreement and the Existing Indenture to identify all points of divergence. A preliminary comparison chart is attached as Appendix A.

D. Consequence of a Change of Control

Upon the occurrence of a Change of Control, the Administrative Agent (Crescent Harbor Bank, N.A.), at the direction of the Required Lenders (defined in Section 1.01 as Lenders holding more than 50% of the aggregate outstanding principal amount of the Term Loans), may declare all outstanding Obligations under the Credit Agreement immediately due and payable. The relevant provision is set forth in Section 2.05(b)(iv):

"Upon the occurrence of a Change of Control, at the written direction of the Required Lenders delivered to the Administrative Agent, the Administrative Agent shall declare all outstanding Obligations under this Agreement to be immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived by the Borrower."

Several observations regarding the consequence mechanic:

Mandatory prepayment, not Event of Default. The Change of Control is structured as a mandatory prepayment event rather than an Event of Default per se. However, Section 8.01(d) of the Credit Agreement provides that a failure to make any mandatory prepayment when due constitutes an Event of Default. Therefore, if the Required Lenders direct acceleration and the Borrower fails to repay, an Event of Default would result, triggering all remedies available under Article VIII, including foreclosure on the collateral.

No prepayment premium. No prepayment premium or make-whole amount is applicable to a Change of Control prepayment. This is distinct from the 101 soft call premium applicable to voluntary and mandatory prepayments made in connection with a Repricing Transaction within the first six months following the closing date. The absence of a premium on Change of Control prepayment is market-standard for Term Loan B facilities.

Comparison to Existing Indenture. Under the Existing Indenture, a Change of Control Triggering Event requires Nexford to make an offer to repurchase the Senior Unsecured Notes at 101% of their aggregate principal amount, plus accrued and unpaid interest to the date of repurchase. This 1% premium is standard for high-yield indentures but is not replicated in the Credit Agreement, which is consistent with Term Loan B market practice.

IV. Market Comparison — Recent Sponsor-Backed Term Loan B Transactions

To contextualize the Nexford Credit Agreement's change of control provision, we have reviewed the change of control provisions in a sample of thirty-seven sponsor-backed Term Loan B transactions that closed or were syndicated during the period from January 2024 through February 2025. These transactions ranged in size from $500,000,000 to $3,200,000,000 and included borrowers across the industrials, healthcare, technology, and business services sectors. The leverage profiles ranged from approximately 2.5x to 5.5x first lien net leverage.

Our observations with respect to specific drafting points are set forth below.

A. Voting Equity Threshold

Across the thirty-seven precedent transactions reviewed, the most common voting equity threshold for the change of control trigger was 35%, which was used in approximately twenty-two transactions (approximately 60% of the sample). Approximately eleven transactions (approximately 30%) used a 50% threshold or a "more than 50%" formulation. The remaining four transactions (approximately 10%) used other formulations, including "a majority of the total voting power" or thresholds tied to specific ownership percentages negotiated on a bespoke basis.

The 35% threshold in the Nexford Credit Agreement is therefore at the more lender-protective end of the market range, though it falls squarely within the mainstream of market practice. We note that the choice of threshold often correlates with the leverage profile of the transaction: higher-leverage transactions tend to employ the more protective 35% threshold, while lower-leverage transactions more frequently employ 50%.

Recommendation. Given Granite Peak's 100% ownership of Holdings through Fund IV and the Co-Invest vehicle, the 35% threshold does not create any practical risk for the Sponsor in the near term. However, if Granite Peak contemplates a partial exit prior to a full sale—for example, through an initial public offering, a secondary sale to a strategic or financial buyer, or a GP-led secondary transaction—a 35% threshold limits flexibility by requiring that any acquirer be kept below 35% (or qualify as a Permitted Holder) to avoid triggering the Change of Control. We recommend negotiating to increase the threshold to 50%, or, at a minimum, ensuring that the definition of "Permitted Holders" is broadly drawn to accommodate the most likely partial exit scenarios. A potential compromise position—maintaining 35% with a leverage-based sunset to 50%—is discussed in Section VI.

B. Permitted Holder Definition — Breadth and Scope

Market practice in sponsor-backed TLB transactions is to define "Permitted Holders" broadly to encompass: (i) the Sponsor and its affiliated funds (including predecessor and successor funds); (ii) co-investment vehicles investing alongside the Sponsor; (iii) management equity holders (officers, directors, and employees who hold equity interests acquired pursuant to management equity plans or rollover arrangements); and (iv) any successor fund, successor general partner entity, or successor management company of the Sponsor.

The current draft of the Nexford Credit Agreement includes each of these categories in some form, but the coverage is, in certain respects, less express than we would prefer.

Key drafting point — Co-Invest vehicle. The current draft includes "any co-investment vehicle investing alongside Granite Peak Capital Partners, LP or its affiliates" as a Permitted Holder. GP Fund IV Co-Invest, LP is the relevant co-investment vehicle, and it appears to fall within this description. However, the vehicle is not named expressly. If the co-invest vehicle were restructured—for example, if its limited partners were to receive direct interests in Holdings in a dissolution of the co-invest—those limited partners might not independently qualify as Permitted Holders. We recommend naming GP Fund IV Co-Invest, LP expressly in the definition.

Additional consideration — Successor funds. The definition covers funds "managed, advised, or controlled" by Granite Peak or its affiliates. Granite Peak Capital Fund IV, LP is managed by its general partner, Granite Peak Capital GP IV, LLC. If Granite Peak raises a successor fund (e.g., Fund V), the general partner of Fund V may be a different legal entity (e.g., Granite Peak Capital GP V, LLC). Whether Granite Peak Capital GP V, LLC is an "affiliate" of Granite Peak Capital Partners, LP or of Granite Peak Capital GP IV, LLC will depend on the specific ownership and control relationships. While we expect these entities to be affiliates in practice, we recommend that the Permitted Holder definition expressly include any successor fund or successor general partner entity of Granite Peak to eliminate any ambiguity.

Recommendation. We recommend that the Permitted Holder definition expressly include: (a) Granite Peak Capital Fund IV, LP (by name); (b) GP Fund IV Co-Invest, LP (by name); (c) any other fund, investment vehicle, or account managed, advised, or sub-advised by Granite Peak Capital GP IV, LLC or any successor general partner entity; (d) any portfolio company or holding entity controlled by any Permitted Holder; and (e) as a general catch-all, any "Related Party" of any Permitted Holder, where "Related Party" is defined to include affiliates, subsidiaries, managed funds, and the partners, members, directors, officers, and employees of any of the foregoing. Additionally, we recommend including a customary "passive investor" carve-out, under which any holder of publicly traded equity interests acquired in open market transactions (following any future IPO) would not be considered a member of a "group" with the Sponsor solely by reason of such ownership.

C. Direct Wholly-Owned Subsidiary Requirement

Approximately twenty-six of the thirty-seven precedent transactions (approximately 70%) require the borrower to remain a direct wholly-owned subsidiary of the holdings entity (or whatever entity has pledged the borrower's equity interests as collateral). This is a standard structural protection and is consistent with the approach taken in the Nexford Credit Agreement.

A smaller number of precedent transactions (approximately 20%) permit indirect ownership through one or more intermediate holding companies, provided that the collateral agent retains a first-priority perfected security interest in 100% of the borrower's equity, whether held directly or indirectly. This more flexible formulation is typically seen in transactions where the sponsor anticipates future structural reorganizations (e.g., in preparation for an IPO).

Recommendation. The current formulation requiring Nexford to remain a direct wholly-owned subsidiary of Holdings is market-standard, and we do not recommend seeking to change this provision at this time. However, we should flag to Granite Peak and to Patricia Voss at Kellner Brandt & Associates LLP (the Sponsor's counsel) that any future restructuring inserting an intermediate holding company between Holdings and Nexford—a step that is commonly taken in connection with IPO preparations—would require lender consent or a waiver. If Granite Peak has near-term IPO plans (within the next 12–18 months), we may wish to negotiate additional flexibility in this provision at the outset.

D. Cross-Trigger to Other Debt Instruments

A cross-trigger to the change of control definition contained in subordinated or unsecured notes indentures is a common feature in TLB facilities where the borrower has outstanding high-yield notes. In our sample, approximately twenty-four of the thirty-seven precedent transactions (approximately 65%) included a cross-trigger to at least one other debt instrument, and approximately eight of those twenty-four (approximately 33% of the cross-trigger group, or approximately 22% of the full sample) included a qualification limiting the cross-trigger to situations where the relevant triggering event actually results in acceleration or a required repurchase offer under the cross-referenced instrument.

The risk of an unqualified cross-trigger is the "ratchet effect" described above: the most restrictive change of control definition across the capital structure effectively governs all debt layers. In the Nexford context, the Credit Agreement's 35% voting equity threshold is more restrictive than the Existing Indenture's 50% threshold, so the ratchet effect runs primarily from the Credit Agreement to the Indenture (not vice versa) with respect to voting equity acquisitions. However, the Indenture's "substantially all assets" and "merger/consolidation" triggers introduce scenarios that are not independently covered by Prongs 1 and 2 of the Credit Agreement, and the Indenture's potentially narrower Permitted Holder definition could create a reverse ratchet effect for certain types of transactions. The cross-trigger in Prong 3 therefore imports incremental risk that warrants attention.

Recommendation. We recommend accepting the cross-trigger provision in principle—since it provides useful incremental protection to the Lenders with respect to asset sales and mergers not otherwise captured by the Credit Agreement—but requesting a qualification limiting Prong 3 to situations where a "Change of Control Triggering Event" (as defined in the Existing Indenture) has actually occurred and the Trustee or the holders of the Senior Unsecured Notes have not waived their repurchase right within the applicable notice period. This prevents a scenario where the definitional occurrence of a Change of Control under the Indenture cross-triggers the Credit Agreement even though the noteholders have elected not to exercise their repurchase right and the notes remain outstanding and unaffected.

E. Consequence Mechanics — Declaration vs. Automatic Acceleration

Approximately thirty of the thirty-seven precedent transactions (approximately 80%) structure the change of control consequence as requiring affirmative action by the Required Lenders to direct the Administrative Agent to accelerate, rather than providing for automatic acceleration upon the occurrence of the Change of Control. The Nexford Credit Agreement follows this approach, which is the market-standard formulation and is generally borrower-favorable relative to automatic acceleration.

A smaller number of precedent transactions (approximately six, or approximately 16%) provide the borrower with a cure period—typically ranging from ten to thirty calendar days—between the occurrence of the Change of Control and the date on which the Required Lenders may direct acceleration. During this cure period, the borrower has the opportunity to arrange refinancing, negotiate with the Lenders, or otherwise cure the Change of Control. This is a less common but increasingly observed borrower-favorable feature.

Recommendation. The current "Required Lender direction" mechanic is market-standard, and we do not anticipate significant resistance from W&G on this point. We do, however, recommend requesting a ten-business-day notice period between the Administrative Agent's delivery of a notice of Change of Control and the date on which acceleration becomes effective. This would provide Nexford with a meaningful (but limited) window to arrange refinancing or negotiate a waiver. We recognize that Crescent Harbor may resist any cure period on the basis that the Change of Control itself is a bright-line event that should not be subject to a grace period, but we believe a short notice period is commercially reasonable and consistent with the trend in recent precedent transactions.

V. Interaction with Other Credit Agreement Provisions

A. Interaction with Restricted Payment Covenant

The Credit Agreement contains a negative covenant in Section 7.06 restricting the Borrower's ability to make restricted payments, including dividends, distributions, and other payments to equity holders. The principal exceptions include:

(i) an annual general basket of $25,000,000 per fiscal year;

(ii) a "builder basket" equal to 50% of cumulative Consolidated Net Income accruing from and after the first day of the first fiscal quarter commencing after the Closing Date (i.e., from April 1, 2025), plus a $50,000,000 "starter amount," less the aggregate amount of restricted payments previously made in reliance on this basket;

(iii) unlimited restricted payments, subject to (A) no Event of Default existing or resulting therefrom and (B) pro forma compliance with a Total Net Leverage Ratio not exceeding 3.75 to 1.00, calculated on a pro forma basis after giving effect to such restricted payment and any incurrence of indebtedness in connection therewith; and

(iv) various other customary exceptions (tax distributions, payments to Holdings for overhead expenses, equity repurchases from departing employees, etc.).

Relevance to Change of Control analysis. A change of control scenario may arise from a leveraged buyout in which the acquirer seeks to use Nexford's cash flow or borrowing capacity to finance the acquisition—for example, through an upstream dividend or distribution to the acquiring entity. The restricted payment covenant limits the ability to upstream cash for this purpose, serving as an independent constraint on hostile change of control transactions. However, a friendly change of control (e.g., Granite Peak's sale of its Holdings interest to a third party) would not necessarily involve any restricted payment by Nexford, and the restricted payment covenant would not serve as a practical impediment to such a transaction.

B. Interaction with Fundamental Changes Covenant

Section 7.04 of the Credit Agreement contains a negative covenant restricting "Fundamental Changes," which are defined to include mergers, consolidations, dissolutions, liquidations, and sales, transfers, or dispositions of all or substantially all of the assets of the Borrower or any Guarantor. Certain Fundamental Changes are permitted, including mergers where the Borrower is the surviving entity, provided no Event of Default results and various other conditions are satisfied.

Interaction with Change of Control. Certain scenarios may independently constitute both (i) a violation of the Fundamental Changes covenant and (ii) a Change of Control. For example, a sale of all or substantially all of Nexford's assets would violate Section 7.04 (unless a specific exception applies) and would also trigger the Existing Indenture's change of control definition (through the "substantially all assets" prong), which would in turn cross-trigger the Credit Agreement's Change of Control through Prong 3.

However, we note a potential gap: certain transactions—such as a reverse triangular merger in which Nexford survives as the surviving entity—might not violate the Fundamental Changes covenant (because Nexford is the surviving entity and the other conditions of the Fundamental Changes covenant are satisfied) but could still trigger the Existing Indenture's change of control if, after the merger, the pre-existing equity holders of Nexford do not hold more than 50% of the voting power of the surviving entity. Through Prong 3, this Indenture trigger would cross-trigger the Credit Agreement's Change of Control. This scenario warrants attention in our drafting review.

C. Interaction with the Intercreditor Agreement

The First Lien/Unsecured Intercreditor Agreement between Crescent Harbor Bank, N.A. (as First Lien Collateral Agent) and Pinnacle Trust Company (as Unsecured Notes Trustee) will govern the relative rights and priorities of the first lien lenders and the unsecured noteholders with respect to collateral proceeds and enforcement actions.

In a change of control scenario, both the first lien Lenders (through the Credit Agreement's acceleration mechanic) and the holders of the Senior Unsecured Notes (through the Existing Indenture's repurchase offer mechanic) may have concurrent acceleration or repurchase rights. If both classes exercise their respective remedies simultaneously, the Intercreditor Agreement must address the waterfall of proceeds from any collateral enforcement, asset disposition, or refinancing. Specifically:

• The Intercreditor Agreement should provide that all first lien claims are satisfied in full before any distribution is made to the unsecured noteholders from proceeds of shared collateral.

• The Intercreditor Agreement should address whether the unsecured noteholders are subject to an enforcement standstill during any period in which the first lien Collateral Agent is pursuing remedies.

• The Intercreditor Agreement should address the treatment of the 101% repurchase premium payable to the unsecured noteholders under the Indenture—specifically, whether this premium is subordinated to the first lien claims.

We will review the draft Intercreditor Agreement (which W&G has indicated will be circulated on or about March 12, 2025) for consistency with the change of control mechanics in the Credit Agreement and the Existing Indenture.

D. Interaction with the Security Package

The principal collateral securing the Term Loan B consists of: (i) the Holdings Pledge Agreement, pursuant to which Granite Peak NIH Holdings, LLC pledges 100% of its equity interests in Nexford to Crescent Harbor Bank, N.A. as Collateral Agent; and (ii) the Borrower Security Agreement, pursuant to which Nexford pledges substantially all of its personal property assets (including accounts, equipment, inventory, intellectual property, and general intangibles) to the Collateral Agent.

In a change of control scenario in which a third party acquires Holdings membership interests (triggering Prong 1), the Collateral Agent's security interest in the Nexford equity pledged by Holdings would remain in place, because the pledge is a lien on the equity of Nexford (held by Holdings), not a lien on the equity of Holdings itself. The change of control definition tests acquisition of equity in Holdings, not in Nexford directly; this is appropriate because the Lenders' economic protection depends on their ability to foreclose on the Nexford equity, which is the asset subject to the pledge.

However, we note that if a third party acquires control of Holdings (e.g., by acquiring all of Holdings' membership interests), the new owner of Holdings would effectively control the entity that has pledged Nexford's equity. While the pledge agreement should contain standard provisions preventing the pledgor from taking actions that impair the collateral, the change of control mechanic provides an additional layer of protection by allowing the Lenders to accelerate before such a change in control of Holdings can translate into operational changes at the Nexford level.

VI. Specific Drafting Recommendations

Based on the analysis set forth in Sections III through V above, we recommend the following revisions to the change of control provision in the next mark-up of the Credit Agreement.

A. Expand Permitted Holder Definition

We recommend revising the definition of "Permitted Holders" in Section 1.01 to expressly include the following:

(i) Granite Peak Capital Partners, LP;

(ii) Granite Peak Capital Fund IV, LP;

(iii) GP Fund IV Co-Invest, LP;

(iv) Granite Peak Capital GP IV, LLC;

(v) any fund, investment vehicle, account, or co-investment vehicle managed, advised, sub-advised, or controlled, directly or indirectly, by any of the persons described in clauses (i) through (iv), or by any successor general partner, successor management company, or successor investment advisor of any such person;

(vi) any successor fund, parallel fund, overage fund, or alternative investment vehicle of Granite Peak Capital Fund IV, LP or any other fund described in clause (v);

(vii) directors, officers, employees, and consultants of the Borrower, Holdings, or any Restricted Subsidiary who hold equity interests in Holdings or any direct or indirect parent entity of the Borrower acquired pursuant to any management equity plan, stock option plan, equity incentive plan, or rollover arrangement;

(viii) any person or entity that is a "Related Party" of any Permitted Holder, where "Related Party" means, with respect to any person, such person's affiliates, subsidiaries, managed funds, limited partners, and the partners, members, directors, officers, employees, and agents of any of the foregoing; and

(ix) any person or entity whose acquisition of beneficial ownership of Voting Equity Interests of Holdings constitutes a "Permitted Transfer" under the Holdings LLC Agreement as in effect on the Closing Date (or as thereafter amended with the consent of the Administrative Agent).

Additionally, we recommend including a "passive investor" carve-out providing that, following any initial public offering of equity interests of the Borrower, Holdings, or any direct or indirect parent entity of the Borrower, any holder of equity interests acquired in open market transactions through a national securities exchange shall not be deemed a member of a "group" (within the meaning of Section 13(d) of the Securities Exchange Act) with any Permitted Holder solely by reason of such holder's ownership of publicly traded equity interests, absent an affirmative agreement, arrangement, or understanding among such holder and any Permitted Holder to act as a group.

B. Consider Increasing Threshold from 35% to 50%

We recommend proposing to increase the voting equity threshold in Prong 1 from "more than 35%" to "more than 50%," which would align the Credit Agreement more closely with the Existing Indenture's 50% threshold and provide Granite Peak greater flexibility in connection with partial exits, secondary sales, or IPO transactions.

Anticipated counterargument. We expect that W&G and Crescent Harbor may resist this proposal on the basis that the leveraged nature of the transaction (pro forma first lien net leverage of approximately 3.38x; total net leverage of approximately 4.03x, including the $250,000,000 of Senior Unsecured Notes) warrants a more conservative threshold that provides the Lenders with earlier notice of, and protection against, a shift in control of Holdings. At the 35% level, the Lenders are protected against the accumulation of a significant blocking position by a third party, even if that party does not acquire majority control.

Compromise position. If the 50% threshold is not achievable, we recommend proposing a leverage-based sunset mechanism: the threshold would be 35% initially but would automatically increase to 50% if (and for so long as) the Borrower's pro forma First Lien Net Leverage Ratio (as defined in the Credit Agreement) is less than or equal to 3.00 to 1.00, as demonstrated in the most recently delivered Compliance Certificate. This compromise recognizes the Lenders' interest in greater protection at higher leverage levels while providing the Sponsor with enhanced flexibility as the business deleverages.

C. Qualify the Cross-Trigger to Existing Indenture

We recommend revising Prong 3 (clause (c) of the "Change of Control" definition) to limit its application to situations where a "Change of Control Triggering Event" (as such term or any analogous concept is defined in the Existing Indenture) has occurred and either (i) the required repurchase offer has been made and accepted by holders of at least a specified percentage of the outstanding Senior Unsecured Notes, or (ii) the repurchase offer period has expired without the Trustee or the requisite holders waiving their repurchase rights. As an alternative formulation, we could propose that Prong 3 is triggered only if the Existing Indenture change of control event would actually result in the Senior Unsecured Notes becoming due and payable or subject to mandatory repurchase (i.e., the repurchase offer is triggered and is not waived by the requisite holders).

The purpose of this qualification is to prevent a scenario in which a definitional Change of Control occurs under the Existing Indenture but is functionally irrelevant because the noteholders elect not to exercise their repurchase rights. Without this qualification, the Credit Agreement's Change of Control would be triggered by an event that has no practical consequences for the unsecured noteholders, imposing an unnecessary constraint on the Borrower and the Sponsor.

D. Add a Cure Period / Notice Mechanic

We recommend requesting the insertion of a notice and cure period provision in Section 2.05(b)(iv), providing as follows:

Upon the occurrence of a Change of Control, the Administrative Agent shall promptly deliver written notice thereof to the Borrower (a "Change of Control Notice"). The Borrower shall have ten (10) Business Days from the date of receipt of the Change of Control Notice (the "Change of Control Cure Period") to either (i) repay in full all outstanding Obligations under this Agreement or (ii) deliver to the Administrative Agent a committed refinancing commitment letter from one or more lenders reasonably acceptable to the Administrative Agent, together with a certification by a Responsible Officer that such refinancing is expected to close within thirty (30) calendar days. If the Borrower fails to satisfy either clause (i) or clause (ii) within the Change of Control Cure Period, the Administrative Agent, at the direction of the Required Lenders, may declare all outstanding Obligations immediately due and payable.

We acknowledge that this provision is less common than the standard formulation and may face resistance from W&G. However, the ten-business-day period is commercially reasonable and provides the Borrower with a meaningful opportunity to arrange an orderly refinancing rather than facing an abrupt acceleration.

E. Carve-Out for IPO Transactions

We recommend adding an express carve-out to the Change of Control definition for initial public offering transactions, as follows:

Notwithstanding anything herein to the contrary, an initial public offering of the equity interests of the Borrower, Holdings, or any direct or indirect parent entity of the Borrower that results in the listing of such equity interests on a national securities exchange (including the New York Stock Exchange or the Nasdaq Stock Market) shall not constitute a "Change of Control," provided that, immediately after giving effect to such initial public offering, the Permitted Holders collectively retain beneficial ownership of at least 35% (or, if the threshold in clause (a) of this definition has been increased to 50% pursuant to any leverage-based sunset, at least 50%) of the total outstanding Voting Equity Interests of Holdings (or such successor entity).

This type of IPO carve-out is increasingly common in sponsor-backed TLB transactions and reflects the commercial reality that an IPO is a typical Sponsor exit pathway that should not be impeded by the change of control provision. In our precedent sample, approximately nineteen of the thirty-seven transactions (approximately 51%) included an express IPO carve-out.

F. Clarify "Beneficial Ownership" Standard

The definition of Change of Control in Prong 1 references "beneficial ownership" within the meaning of Section 13(d) of the Securities Exchange Act of 1934. This is the standard formulation and is generally well understood. However, we recommend confirming, either in the definition itself or in a drafting note to be resolved during negotiation, that the "beneficial ownership" standard is not intended to capture: (i) derivative positions (e.g., total return swaps, equity swaps, or contracts for differences) that provide economic exposure to the Voting Equity Interests of Holdings but do not confer voting rights; (ii) voting agreements or proxies that grant voting power over Voting Equity Interests without conferring economic ownership; or (iii) securities lending arrangements or similar temporary transfers of voting rights.

While Section 13(d) beneficial ownership has been extensively interpreted by the SEC and the courts, the application of this standard to LLC membership interests (as opposed to publicly traded equity securities) is less well established. A clarifying provision would reduce the risk of unintended triggers in connection with customary commercial arrangements.

VII. Summary of Recommendations

The following table summarizes our recommendations, with reference to the current draft language, proposed revisions, and an assessment of priority level:

VIII. Next Steps

Based on the analysis and recommendations set forth in this memorandum, we propose the following next steps:

1. Internal review. Discuss the recommendations set forth herein with Claudia Merritt. If approved, these recommendations will be incorporated into the Calderwood & Harkness marked draft of the Credit Agreement (the "C&H Marked Third Draft"), which we are targeting for circulation to W&G no later than March 18, 2025.

2. Coordination with Sponsor's counsel. Coordinate with Patricia Voss at Kellner Brandt & Associates LLP, counsel to Granite Peak, to confirm Granite Peak's views on (a) the appropriate scope of the Permitted Holder definition, (b) the preferred voting equity threshold (35% vs. 50% vs. compromise position), and (c) whether Granite Peak has any near-term IPO plans that should inform our approach to the IPO carve-out and the direct wholly-owned subsidiary requirement. We will schedule a call with Patricia Voss for the week of March 17, 2025.

3. Permitted Holder comparison chart. Prepare a detailed side-by-side comparison of the "Permitted Holders" definition in the Credit Agreement draft and the "Permitted Holders" definition in the Existing Indenture, identifying all points of divergence and assessing the risk of misalignment. A preliminary comparison is included in Appendix A; we will finalize this chart following the call with Patricia Voss.

4. Intercreditor Agreement review. Review the draft First Lien/Unsecured Intercreditor Agreement, which W&G has indicated will be circulated on or about March 12, 2025, for consistency with the change of control mechanics in the Credit Agreement and the Existing Indenture. We will prepare a separate memorandum addressing the Intercreditor Agreement if significant issues are identified.

5. W&G call. Raise the Prong 3 cross-trigger qualification and other key drafting points on the next call with Margaret Ashby (partner, Whitfield & Gage LLP) and Elaine Prescott (Managing Director, Crescent Harbor Bank, N.A.). This call is currently scheduled for March 14, 2025, at 2:00 p.m. Eastern. We will prepare a brief talking points memorandum in advance of the call outlining our positions and anticipated counterarguments.

Please let me know if you have any questions or if you would like to discuss any of the foregoing in advance of the next scheduled team meeting.

Appendix A — Comparison Chart: Change of Control Definitions

The following table provides a side-by-side comparison of the change of control provisions in the Nexford Credit Agreement (current W&G draft), the Nexford Existing Indenture (Senior Unsecured Notes due 2028), and market median terms observed in recent sponsor-backed TLB transactions (2024–2025 sample, n=37).

Appendix B — Relevant Defined Terms from Credit Agreement Draft

The following defined terms are reproduced from the Whitfield & Gage LLP third-round draft of the Credit Agreement, dated March 4, 2025. These terms are set forth in Section 1.01 of the Credit Agreement.

"Change of Control" means the occurrence of any of the following events:

(a) the acquisition by any "person" or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than one or more Permitted Holders, of direct or indirect beneficial ownership of more than 35% of the total outstanding Voting Equity Interests of Holdings;

(b) Nexford Industrial Holdings Inc. shall at any time cease to be a direct, wholly-owned Subsidiary of Holdings; or

(c) the occurrence of a "Change of Control" (or any analogous event, however denominated or defined) under the Existing Indenture governing the 7.250% Senior Unsecured Notes due 2028 issued by the Borrower.

"Permitted Holders" means (a) Granite Peak Capital Partners, LP, (b) any fund or investment vehicle managed, advised, or controlled, directly or indirectly, by Granite Peak Capital Partners, LP or its Affiliates, (c) any co-investment vehicle investing alongside Granite Peak Capital Partners, LP or its Affiliates, and (d) the directors, officers, and members of management of the Borrower who hold equity interests in Holdings.

"Required Lenders" means, at any time, Lenders having Term Loans representing more than 50% of the aggregate outstanding principal amount of all Term Loans at such time; provided that the Term Loans of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

"Holdings" means Granite Peak NIH Holdings, LLC, a Delaware limited liability company, and the direct parent of the Borrower.

"Voting Equity Interests" means, with respect to any person, the Equity Interests of such person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of some contingency. With respect to Holdings, the Voting Equity Interests shall be the membership interests carrying voting rights under the limited liability company agreement of Holdings.

This memorandum has been prepared for internal use by Calderwood & Harkness LLP and is protected by the attorney-client privilege and the work product doctrine. This memorandum should not be disclosed to any third party without the prior written consent of the responsible partner.

No.	Recommendation	Current Draft	Proposed Revision	Priority
1	Expand Permitted Holder definition	Covers Granite Peak and affiliated funds generically; does not expressly name Fund IV, Co-Invest, or GP entity	Expressly name Granite Peak Capital Fund IV, LP; GP Fund IV Co-Invest, LP; Granite Peak Capital GP IV, LLC; include successor funds, Related Parties, and passive investor carve-out	High
2	Consider increasing threshold from 35% to 50%	More than 35% of Voting Equity Interests of Holdings	Increase to more than 50%; backup position: sunset to 50% when First Lien Net Leverage Ratio ≤ 3.00x	Medium
3	Qualify cross-trigger to Existing Indenture	Triggered upon occurrence of "Change of Control" under Existing Indenture (unqualified)	Limit to "Change of Control Triggering Event" under Indenture where repurchase right is not waived	High
4	Add 10-business-day cure/notice period	No cure period; acceleration upon Required Lender direction	Insert 10-business-day notice period with right to repay or deliver committed refinancing letter	Medium
5	Add IPO carve-out	No IPO carve-out	IPO on NYSE or Nasdaq not a Change of Control if Permitted Holders retain at least 35% (or 50%) post-IPO	Medium
6	Clarify beneficial ownership standard	References Section 13(d) beneficial ownership without further clarification	Confirm exclusion of derivative positions, voting agreements, and securities lending from beneficial ownership	Low
Provision	Nexford Credit Agreement (W&G Third Draft)	Nexford Existing Indenture (Senior Unsecured Notes due 2028; Pinnacle Trust Co. as Trustee)	Market Median (Sponsor-Backed TLBs, 2024–2025)
Voting equity threshold	More than 35% of Voting Equity Interests of Holdings, by any person or group other than Permitted Holders	More than 50% of total voting power of all voting stock of the Issuer (Nexford) or its direct parent, by any person or group other than Permitted Holders	35% (approx. 60% of transactions); 50% (approx. 30%); other (approx. 10%)
Permitted Holder definition breadth	Granite Peak and affiliated funds (generic); co-invest vehicles (generic); management holders	Granite Peak Capital Partners, LP and its Affiliates (Rule 12b-2 standard); no express reference to co-invest or management holders	Sponsor and affiliated funds (by name); co-invest vehicles (by name or generic); management holders; successor funds; Related Parties
Direct ownership requirement	Borrower must remain direct, wholly-owned subsidiary of Holdings	No direct ownership requirement; tested at voting power level	Approx. 70% require direct wholly-owned subsidiary status; approx. 2

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
INTERNAL MEMORANDUM
TO: Claudia Merritt, Responsible Partner, Banking & Finance, Calderwood & Harkness LLP
FROM: Marcus Leung, Lead Associate, Banking & Finance, Calderwood & Harkness LLP
DATE: March 11, 2025
RE: Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B — Analysis of Change of Control Provision
MATTER NO.: 1005-00001
CLIENT/MATTER CODE: IBL-NIH-2025-031
I. Executive Summary
The purpose of this memorandum is to analyze the change of control provision contained in the third-round draft of the Credit Agreement (the "Credit Agreement") for the $1,400,000,000 senior secured Term Loan B facility among Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (the "Administrative Agent" or "Collateral Agent"), and the several Lenders from time to time party thereto (collectively, the "Lenders"). The Credit Agreement draft under review was prepared and circulated by Whitfield & Gage LLP ("W&G"), counsel to Crescent Harbor Bank, N.A., on March 4, 2025.
The change of control provision as currently drafted by W&G contains three independent trigger events, any one of which, if it occurs, constitutes a "Change of Control" under the Credit Agreement. These three prongs operate disjunctively: the occurrence of any single prong is sufficient to give rise to a Change of Control, and the Lenders need not demonstrate that more than one prong has been triggered.
This memorandum: (a) describes each of the three trigger prongs in detail; (b) analyzes each prong in light of Nexford's current ownership structure and the position of Granite Peak Capital Partners, LP ("Granite Peak" or the "Sponsor") and its affiliated entities; (c) compares the provision to market terms observed in recent sponsor-backed Term Loan B transactions closed or syndicated during the 2024–2025 period; and (d) provides specific, actionable recommendations for borrower-favorable revisions that we propose to incorporate into our next mark-up of the Credit Agreement.
Our overall assessment is that the change of control provision is broadly consistent with market practice for sponsor-backed TLB transactions of comparable size and leverage profile. However, the provision contains certain drafting points where borrower refinements are advisable, and where we believe W&G and Crescent Harbor Bank are likely to have room for negotiation. In particular, we identify the following areas of concern:
• The definition of "Permitted Holders" should be expanded to expressly name all relevant Granite Peak entities and to accommodate inter-fund transfers, successor funds, and management equity holders;
• The treatment of GP Fund IV Co-Invest, LP as a Permitted Holder is implicit but not express, creating a potential ambiguity that should be resolved;
• The cross-default mechanics linking the Credit Agreement's change of control definition to the change of control definition in the Senior Unsecured Notes Indenture (the "Existing Indenture") require qualification to avoid a "ratchet effect" and to account for scenarios where the noteholders waive their repurchase rights; and
• Several borrower-favorable provisions common in recent precedent transactions—including an IPO carve-out, a cure period, and a leverage-based sunset on the voting equity threshold—are absent from the current draft and should be proposed.
Each of these issues is discussed in detail below.
II. Background — Transaction Structure and Ownership
A. The Borrower
Nexford Industrial Holdings Inc. is a Delaware corporation headquartered at 1400 Industrial Parkway, Schaumburg, Illinois 60173. Nexford operates as a diversified industrials and specialty manufacturing platform with operations across seventeen facilities in the United States, Mexico, and Germany. For the twelve-month period ended December 31, 2024, Nexford reported consolidated revenue of approximately $2.1 billion and LTM Adjusted EBITDA of approximately $385,000,000, as calculated in accordance with the definition of "Consolidated Adjusted EBITDA" set forth in the Credit Agreement, inclusive of permitted pro forma adjustments and run-rate cost savings.
B. Acquisition History and Sponsor Involvement
Granite Peak Capital Partners, LP acquired Nexford in January 2019 through its fourth institutional fund, Granite Peak Capital Fund IV, LP ("Fund IV"), for an enterprise value of approximately $1,650,000,000. The equity investment at the time of acquisition was approximately $725,000,000. The managing partners of Granite Peak are Derek Calloway (Co-Founder & Managing Partner) and Vanessa Liu (Co-Founder & Managing Partner). The deal team lead for the Nexford investment is Ryan Ostrowski, Principal at Granite Peak Capital Partners.
C. Current Ownership Structure
The current ownership chain is as follows:
• Granite Peak Capital Fund IV, LP holds approximately 92% of the outstanding membership interests of Granite Peak NIH Holdings, LLC ("Holdings"), a Delaware limited liability company.
• GP Fund IV Co-Invest, LP holds the remaining approximately 8% of the outstanding membership interests of Holdings. GP Fund IV Co-Invest, LP is a co-investment vehicle that invested alongside Fund IV in connection with the original 2019 acquisition.
• Holdings (Granite Peak NIH Holdings, LLC) owns 100% of the issued and outstanding capital stock of Nexford Industrial Holdings Inc.
Holdings is the direct parent of Nexford and will serve as a Guarantor under the Credit Agreement. In addition, Holdings will pledge 100% of its equity interests in Nexford to Crescent Harbor Bank, N.A. as Collateral Agent, as part of the first-lien security package.
D. The Transaction
The $1,400,000,000 Term Loan B facility is structured to accomplish the following:
• Refinancing: Repayment in full of the existing $875,000,000 first lien term loan and the existing $190,000,000 revolving credit facility, in each case outstanding under a Credit Agreement dated January 15, 2019, with Atlas Meridian Bank, N.A. as administrative agent (the "Existing Credit Facility"). The total payoff amount for the Existing Credit Facility is approximately $1,065,000,000, inclusive of accrued interest, fees, and breakage costs.
• Dividend Recapitalization: Approximately $335,000,000 of the Term Loan B proceeds will fund a dividend recapitalization to Granite Peak and the co-investors, distributed through Holdings to Fund IV and GP Fund IV Co-Invest, LP on a pro rata basis.
On a pro forma basis after giving effect to the closing of the Term Loan B and the application of proceeds, Nexford's first lien net leverage ratio will be approximately 3.38x (calculated as pro forma first lien net debt of approximately $1,300,000,000 divided by LTM Adjusted EBITDA of $385,000,000). Total net leverage, including the $250,000,000 of Senior Unsecured Notes discussed below, will be approximately 4.03x.
E. Existing Senior Unsecured Notes
Nexford has $250,000,000 in aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (the "Senior Unsecured Notes") outstanding under an Indenture dated November 8, 2021 (the "Existing Indenture" or "Senior Unsecured Notes Indenture"), with Pinnacle Trust Company serving as trustee (the "Trustee"). The Senior Unsecured Notes are not being refinanced in connection with this transaction and will remain outstanding following the closing of the Term Loan B.
An intercreditor agreement (the "Intercreditor Agreement") on a First Lien/Unsecured basis will be entered into between Crescent Harbor Bank, N.A., as First Lien Collateral Agent, and Pinnacle Trust Company, as Unsecured Notes Trustee, to govern the relative priority of claims, lien subordination, and enforcement standstill provisions between the first lien lenders and the holders of the Senior Unsecured Notes.
III. Description of the Change of Control Provision — Current Draft
The change of control provision appears in Section 2.05(b)(iv) of the Credit Agreement and incorporates the defined term "Change of Control" set forth in Section 1.01. We describe each of the three trigger prongs below, together with our analysis of the practical and legal implications of each.
A. Trigger Prong 1 — Voting Equity Acquisition Threshold
1. Text as Drafted
As set forth in clause (a) of the definition of "Change of Control," a Change of Control occurs upon:
"the acquisition by any 'person' or 'group' (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than one or more Permitted Holders, of direct or indirect beneficial ownership of more than 35% of the total outstanding Voting Equity Interests of Holdings."
The term "Permitted Holder" is defined in Section 1.01 to include: (i) Granite Peak Capital Partners, LP; (ii) any fund or investment vehicle managed, advised, or controlled, directly or indirectly, by Granite Peak Capital Partners, LP or its affiliates; (iii) any co-investment vehicle investing alongside Granite Peak Capital Partners, LP or its affiliates; and (iv) the directors, officers, and members of management of the Borrower who hold equity interests in Holdings.
2. Analysis. This prong is the primary ownership-based trigger. It is designed to permit continued Granite Peak ownership—and any internal restructurings within the Granite Peak fund family—without triggering a change of control, while capturing the scenario in which an outside third party (whether through a negotiated acquisition, hostile tender, open market purchases, or otherwise) accumulates a blocking or controlling position in Holdings.
Several aspects of this prong merit discussion:
Threshold level. The 35% threshold is tested against the "Voting Equity Interests" of Holdings. Since Holdings is a Delaware limited liability company, the "Voting Equity Interests" are the membership interests carrying voting rights under the Holdings LLC Agreement. We note that the 35% level is measured on a "more than" basis (i.e., exceeding 35%), so an acquisition of exactly 35% would not trigger this prong. This is consistent with standard drafting conventions.
Testing entity. The threshold is tested at the Holdings level, not at the Nexford level. This is appropriate given the ownership structure: Holdings is the direct parent of Nexford and the entity whose equity interests are pledged to the Collateral Agent. An acquisition of Holdings membership interests is the most likely path by which a third party would acquire indirect control of Nexford.
Current compliance. As of the date hereof, Granite Peak Capital Fund IV, LP (92%) and GP Fund IV Co-Invest, LP (8%) hold 100% of the outstanding membership interests of Holdings. Both entities fall within the Permitted Holder definition, and accordingly, this prong is not triggered at closing.
Potential concern — Co-Invest vehicle. While GP Fund IV Co-Invest, LP appears to be covered by the Permitted Holder definition through clause (iii) (co-investment vehicles investing alongside Granite Peak), this coverage is implicit rather than explicit. The definition does not name GP Fund IV Co-Invest, LP. If there were a dispute as to whether GP Fund IV Co-Invest, LP is truly "investing alongside" Granite Peak for purposes of this definition—for example, if the co-invest vehicle were to be restructured or its interests transferred to limited partners of the co-invest—ambiguity could arise. We recommend that the co-invest vehicle be expressly named in the definition, as discussed in Section VI below.
Potential concern — Successor funds. The Permitted Holder definition covers funds "managed, advised, or controlled" by Granite Peak or its affiliates. If Granite Peak raises successor funds (e.g., Granite Peak Capital Fund V, LP or Granite Peak Capital Fund VI, LP) and the Holdings interest is transferred from Fund IV to a successor fund as part of a fund restructuring, continuation vehicle transaction, or GP-led secondary, the successor fund should qualify as a Permitted Holder under this definition. However, the definition does not expressly reference successor funds or successor general partner entities. If the general partner entity for Fund V were a different legal entity than Granite Peak Capital GP IV, LLC (the current Fund IV general partner), and if there were any question as to whether that successor entity is an "affiliate" of Granite Peak Capital Partners, LP, the coverage could be challenged. We recommend express inclusion of successor funds and successor GP entities, as discussed in Section VI.
B. Trigger Prong 2 — Borrower Ceasing to Be Direct Wholly-Owned Subsidiary of Holdings
1. Text as Drafted
Clause (b) of the definition of "Change of Control" provides that a Change of Control occurs if:
"Nexford Industrial Holdings Inc. shall at any time cease to be a direct, wholly-owned Subsidiary of Holdings."
2. Analysis. This prong serves as a structural protection for the Lenders. Its purpose is to ensure that the collateral package—which includes the pledge by Holdings of 100% of its equity interests in Nexford—remains effective and complete throughout the life of the facility. It prevents Holdings from selling, transferring, or otherwise disposing of any portion of its equity interest in Nexford, or from permitting the issuance of new Nexford equity to a third party, without triggering the Change of Control consequences.
The prong also prevents the insertion of any intermediate holding company or other entity between Holdings and Nexford. If, for example, Holdings were to contribute its Nexford stock to a newly formed intermediate holding company (with Holdings owning 100% of the intermediate holding company and the intermediate holding company owning 100% of Nexford), Nexford would cease to be a "direct" subsidiary of Holdings, and this prong would be triggered.
As of the expected closing date, Holdings owns 100% of the issued and outstanding capital stock of Nexford, and this prong is satisfied at closing.
We note that this prong does not include a Permitted Holder exception. Even if a Permitted Holder were to acquire a minority equity interest in Nexford (e.g., through a management equity issuance at the Nexford level rather than the Holdings level), this prong would be triggered because Nexford would cease to be "wholly-owned" by Holdings. This is an intentional design feature of the provision and is consistent with the Lenders' expectation that all Nexford equity remain subject to the Holdings pledge.
Practical implication. Any future restructuring that inserts an intermediate holding company between Holdings and Nexford—a common step in preparation for an initial public offering—would require either (i) lender consent or a waiver, or (ii) a simultaneous amendment to the Credit Agreement to revise this prong. This should be flagged to Granite Peak in connection with any future IPO planning.
C. Trigger Prong 3 — Cross-Default to Senior Unsecured Notes Indenture Change of Control
1. Text as Drafted
Clause (c) of the definition of "Change of Control" provides that a Change of Control occurs upon:
"the occurrence of a 'Change of Control' (or any analogous event, however denominated or defined) under the Existing Indenture governing the 7.250% Senior Unsecured Notes due 2028 issued by the Borrower."
2. Nature of the Cross-Trigger
This provision functions as a cross-trigger. It is not technically a cross-default (which would require an actual default or event of default under the Existing Indenture), but rather a cross-definitional reference: if the factual circumstances satisfy the definition of "Change of Control" in the Existing Indenture, then a "Change of Control" is also deemed to have occurred under the Credit Agreement, regardless of whether the Existing Indenture's change of control actually results in any remedial action by the Trustee or the noteholders.
This is an important distinction. Under the Existing Indenture, a Change of Control does not automatically result in acceleration of the Senior Unsecured Notes. Rather, it triggers a "Change of Control Triggering Event," which requires the issuer (Nexford) to make an offer to repurchase the notes at 101% of their principal amount, plus accrued and unpaid interest. The noteholders may accept or decline the offer. If all noteholders decline, the notes remain outstanding and no remedial action is taken. Under the Credit Agreement's current drafting, however, the mere definitional occurrence of a Change of Control under the Existing Indenture—even if the noteholders unanimously waive their repurchase right—would still trigger a Change of Control under the Credit Agreement. This is a significant drafting point that we address in our recommendations below.
3. Analysis of the Existing Indenture's Change of Control Provision
We have reviewed the Existing Indenture (dated November 8, 2021) and note the following with respect to its change of control definition. The Existing Indenture defines "Change of Control" to include the following events:
(a) any "person" or "group" (within the meaning of Section 13(d) of the Securities Exchange Act of 1934), other than "Permitted Holders" (as defined in the Indenture), becoming the beneficial owner of more than 50% of the total voting power of all outstanding voting stock of the Issuer (Nexford) or its direct parent entity;
(b) the sale, lease, transfer, or other disposition (other than by way of merger, consolidation, or amalgamation), in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its restricted subsidiaries, taken as a whole, to any person or group (other than to a Permitted Holder);
(c) the consummation of any merger, consolidation, or amalgamation of the Issuer with or into another person, or any merger, consolidation, or amalgamation of another person with or into the Issuer, in any such event pursuant to a transaction in which the outstanding voting stock of the Issuer is converted into or exchanged for cash, securities, or other property, unless immediately after such transaction the holders of the voting stock of the Issuer immediately prior to such transaction hold more than 50% of the total voting power of all outstanding voting stock of the surviving or resulting entity.
Several observations are relevant:
Higher voting equity threshold. The Existing Indenture uses a 50% threshold for the voting equity acquisition trigger (clause (a)), compared to the Credit Agreement's 35% threshold. Accordingly, any event that triggers the Indenture's voting equity prong would almost certainly already trigger Prong 1 of the Credit Agreement definition (since a party acquiring more than 50% would necessarily have acquired more than 35%). The cross-trigger in Prong 3 therefore adds no incremental coverage with respect to voting equity acquisitions.
Additional trigger events. The Existing Indenture includes "substantially all assets" and "merger/consolidation" triggers (clauses (b) and (c)) that are not directly replicated in Prongs 1 and 2 of the Credit Agreement's Change of Control definition. Prong 3's cross-trigger imports these additional scenarios into the Credit Agreement, which provides the first lien Lenders with incremental protection against asset dispositions and business combination transactions that might not independently trigger Prongs 1 or 2.
Permitted Holder definition in the Existing Indenture. The Existing Indenture's definition of "Permitted Holders" may differ in scope from the Credit Agreement's definition. We have compared the two definitions and note the following potential divergences:
• The Existing Indenture's Permitted Holders definition was negotiated in 2021 and names "Granite Peak Capital Partners, LP and its Affiliates" as Permitted Holders. The definition of "Affiliates" in the Indenture follows the standard Rule 12b-2 formulation.
• The Existing Indenture does not expressly reference co-investment vehicles, nor does it include a separate clause for management equity holders.
• If the Existing Indenture's Permitted Holders definition is narrower than the Credit Agreement's definition, there is a risk that an event that is permitted under the Credit Agreement (because the acquirer qualifies as a Permitted Holder under the Credit Agreement) could nonetheless trigger a Change of Control under the Existing Indenture (because the same acquirer does not qualify as a Permitted Holder under the Indenture), which would in turn cross-trigger a Change of Control under the Credit Agreement through Prong 3.
This circular dynamic—where the broader Credit Agreement definition is effectively overridden by the narrower Indenture definition through the cross-trigger—is a known risk in multi-layered capital structures. We recommend qualifying the cross-trigger to mitigate this risk, as discussed in Section VI below. We also recommend preparing a detailed side-by-side comparison of the Permitted Holder definitions in the Credit Agreement and the Existing Indenture to identify all points of divergence. A preliminary comparison chart is attached as Appendix A.
D. Consequence of a Change of Control
Upon the occurrence of a Change of Control, the Administrative Agent (Crescent Harbor Bank, N.A.), at the direction of the Required Lenders (defined in Section 1.01 as Lenders holding more than 50% of the aggregate outstanding principal amount of the Term Loans), may declare all outstanding Obligations under the Credit Agreement immediately due and payable. The relevant provision is set forth in Section 2.05(b)(iv):
"Upon the occurrence of a Change of Control, at the written direction of the Required Lenders delivered to the Administrative Agent, the Administrative Agent shall declare all outstanding Obligations under this Agreement to be immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived by the Borrower."
Several observations regarding the consequence mechanic:
Mandatory prepayment, not Event of Default. The Change of Control is structured as a mandatory prepayment event rather than an Event of Default per se. However, Section 8.01(d) of the Credit Agreement provides that a failure to make any mandatory prepayment when due constitutes an Event of Default. Therefore, if the Required Lenders direct acceleration and the Borrower fails to repay, an Event of Default would result, triggering all remedies available under Article VIII, including foreclosure on the collateral.
No prepayment premium. No prepayment premium or make-whole amount is applicable to a Change of Control prepayment. This is distinct from the 101 soft call premium applicable to voluntary and mandatory prepayments made in connection with a Repricing Transaction within the first six months following the closing date. The absence of a premium on Change of Control prepayment is market-standard for Term Loan B facilities.
Comparison to Existing Indenture. Under the Existing Indenture, a Change of Control Triggering Event requires Nexford to make an offer to repurchase the Senior Unsecured Notes at 101% of their aggregate principal amount, plus accrued and unpaid interest to the date of repurchase. This 1% premium is standard for high-yield indentures but is not replicated in the Credit Agreement, which is consistent with Term Loan B market practice.
IV. Market Comparison — Recent Sponsor-Backed Term Loan B Transactions
To contextualize the Nexford Credit Agreement's change of control provision, we have reviewed the change of control provisions in a sample of thirty-seven sponsor-backed Term Loan B transactions that closed or were syndicated during the period from January 2024 through February 2025. These transactions ranged in size from $500,000,000 to $3,200,000,000 and included borrowers across the industrials, healthcare, technology, and business services sectors. The leverage profiles ranged from approximately 2.5x to 5.5x first lien net leverage.
Our observations with respect to specific drafting points are set forth below.
A. Voting Equity Threshold
Across the thirty-seven precedent transactions reviewed, the most common voting equity threshold for the change of control trigger was 35%, which was used in approximately twenty-two transactions (approximately 60% of the sample). Approximately eleven transactions (approximately 30%) used a 50% threshold or a "more than 50%" formulation. The remaining four transactions (approximately 10%) used other formulations, including "a majority of the total voting power" or thresholds tied to specific ownership percentages negotiated on a bespoke basis.
The 35% threshold in the Nexford Credit Agreement is therefore at the more lender-protective end of the market range, though it falls squarely within the mainstream of market practice. We note that the choice of threshold often correlates with the leverage profile of the transaction: higher-leverage transactions tend to employ the more protective 35% threshold, while lower-leverage transactions more frequently employ 50%.
Recommendation. Given Granite Peak's 100% ownership of Holdings through Fund IV and the Co-Invest vehicle, the 35% threshold does not create any practical risk for the Sponsor in the near term. However, if Granite Peak contemplates a partial exit prior to a full sale—for example, through an initial public offering, a secondary sale to a strategic or financial buyer, or a GP-led secondary transaction—a 35% threshold limits flexibility by requiring that any acquirer be kept below 35% (or qualify as a Permitted Holder) to avoid triggering the Change of Control. We recommend negotiating to increase the threshold to 50%, or, at a minimum, ensuring that the definition of "Permitted Holders" is broadly drawn to accommodate the most likely partial exit scenarios. A potential compromise position—maintaining 35% with a leverage-based sunset to 50%—is discussed in Section VI.
B. Permitted Holder Definition — Breadth and Scope
Market practice in sponsor-backed TLB transactions is to define "Permitted Holders" broadly to encompass: (i) the Sponsor and its affiliated funds (including predecessor and successor funds); (ii) co-investment vehicles investing alongside the Sponsor; (iii) management equity holders (officers, directors, and employees who hold equity interests acquired pursuant to management equity plans or rollover arrangements); and (iv) any successor fund, successor general partner entity, or successor management company of the Sponsor.
The current draft of the Nexford Credit Agreement includes each of these categories in some form, but the coverage is, in certain respects, less express than we would prefer.
Key drafting point — Co-Invest vehicle. The current draft includes "any co-investment vehicle investing alongside Granite Peak Capital Partners, LP or its affiliates" as a Permitted Holder. GP Fund IV Co-Invest, LP is the relevant co-investment vehicle, and it appears to fall within this description. However, the vehicle is not named expressly. If the co-invest vehicle were restructured—for example, if its limited partners were to receive direct interests in Holdings in a dissolution of the co-invest—those limited partners might not independently qualify as Permitted Holders. We recommend naming GP Fund IV Co-Invest, LP expressly in the definition.
Additional consideration — Successor funds. The definition covers funds "managed, advised, or controlled" by Granite Peak or its affiliates. Granite Peak Capital Fund IV, LP is managed by its general partner, Granite Peak Capital GP IV, LLC. If Granite Peak raises a successor fund (e.g., Fund V), the general partner of Fund V may be a different legal entity (e.g., Granite Peak Capital GP V, LLC). Whether Granite Peak Capital GP V, LLC is an "affiliate" of Granite Peak Capital Partners, LP or of Granite Peak Capital GP IV, LLC will depend on the specific ownership and control relationships. While we expect these entities to be affiliates in practice, we recommend that the Permitted Holder definition expressly include any successor fund or successor general partner entity of Granite Peak to eliminate any ambiguity.
Recommendation. We recommend that the Permitted Holder definition expressly include: (a) Granite Peak Capital Fund IV, LP (by name); (b) GP Fund IV Co-Invest, LP (by name); (c) any other fund, investment vehicle, or account managed, advised, or sub-advised by Granite Peak Capital GP IV, LLC or any successor general partner entity; (d) any portfolio company or holding entity controlled by any Permitted Holder; and (e) as a general catch-all, any "Related Party" of any Permitted Holder, where "Related Party" is defined to include affiliates, subsidiaries, managed funds, and the partners, members, directors, officers, and employees of any of the foregoing. Additionally, we recommend including a customary "passive investor" carve-out, under which any holder of publicly traded equity interests acquired in open market transactions (following any future IPO) would not be considered a member of a "group" with the Sponsor solely by reason of such ownership.
C. Direct Wholly-Owned Subsidiary Requirement
Approximately twenty-six of the thirty-seven precedent transactions (approximately 70%) require the borrower to remain a direct wholly-owned subsidiary of the holdings entity (or whatever entity has pledged the borrower's equity interests as collateral). This is a standard structural protection and is consistent with the approach taken in the Nexford Credit Agreement.
A smaller number of precedent transactions (approximately 20%) permit indirect ownership through one or more intermediate holding companies, provided that the collateral agent retains a first-priority perfected security interest in 100% of the borrower's equity, whether held directly or indirectly. This more flexible formulation is typically seen in transactions where the sponsor anticipates future structural reorganizations (e.g., in preparation for an IPO).
Recommendation. The current formulation requiring Nexford to remain a direct wholly-owned subsidiary of Holdings is market-standard, and we do not recommend seeking to change this provision at this time. However, we should flag to Granite Peak and to Patricia Voss at Kellner Brandt & Associates LLP (the Sponsor's counsel) that any future restructuring inserting an intermediate holding company between Holdings and Nexford—a step that is commonly taken in connection with IPO preparations—would require lender consent or a waiver. If Granite Peak has near-term IPO plans (within the next 12–18 months), we may wish to negotiate additional flexibility in this provision at the outset.
D. Cross-Trigger to Other Debt Instruments
A cross-trigger to the change of control definition contained in subordinated or unsecured notes indentures is a common feature in TLB facilities where the borrower has outstanding high-yield notes. In our sample, approximately twenty-four of the thirty-seven precedent transactions (approximately 65%) included a cross-trigger to at least one other debt instrument, and approximately eight of those twenty-four (approximately 33% of the cross-trigger group, or approximately 22% of the full sample) included a qualification limiting the cross-trigger to situations where the relevant triggering event actually results in acceleration or a required repurchase offer under the cross-referenced instrument.
The risk of an unqualified cross-trigger is the "ratchet effect" described above: the most restrictive change of control definition across the capital structure effectively governs all debt layers. In the Nexford context, the Credit Agreement's 35% voting equity threshold is more restrictive than the Existing Indenture's 50% threshold, so the ratchet effect runs primarily from the Credit Agreement to the Indenture (not vice versa) with respect to voting equity acquisitions. However, the Indenture's "substantially all assets" and "merger/consolidation" triggers introduce scenarios that are not independently covered by Prongs 1 and 2 of the Credit Agreement, and the Indenture's potentially narrower Permitted Holder definition could create a reverse ratchet effect for certain types of transactions. The cross-trigger in Prong 3 therefore imports incremental risk that warrants attention.
Recommendation. We recommend accepting the cross-trigger provision in principle—since it provides useful incremental protection to the Lenders with respect to asset sales and mergers not otherwise captured by the Credit Agreement—but requesting a qualification limiting Prong 3 to situations where a "Change of Control Triggering Event" (as defined in the Existing Indenture) has actually occurred and the Trustee or the holders of the Senior Unsecured Notes have not waived their repurchase right within the applicable notice period. This prevents a scenario where the definitional occurrence of a Change of Control under the Indenture cross-triggers the Credit Agreement even though the noteholders have elected not to exercise their repurchase right and the notes remain outstanding and unaffected.
E. Consequence Mechanics — Declaration vs. Automatic Acceleration
Approximately thirty of the thirty-seven precedent transactions (approximately 80%) structure the change of control consequence as requiring affirmative action by the Required Lenders to direct the Administrative Agent to accelerate, rather than providing for automatic acceleration upon the occurrence of the Change of Control. The Nexford Credit Agreement follows this approach, which is the market-standard formulation and is generally borrower-favorable relative to automatic acceleration.
A smaller number of precedent transactions (approximately six, or approximately 16%) provide the borrower with a cure period—typically ranging from ten to thirty calendar days—between the occurrence of the Change of Control and the date on which the Required Lenders may direct acceleration. During this cure period, the borrower has the opportunity to arrange refinancing, negotiate with the Lenders, or otherwise cure the Change of Control. This is a less common but increasingly observed borrower-favorable feature.
Recommendation. The current "Required Lender direction" mechanic is market-standard, and we do not anticipate significant resistance from W&G on this point. We do, however, recommend requesting a ten-business-day notice period between the Administrative Agent's delivery of a notice of Change of Control and the date on which acceleration becomes effective. This would provide Nexford with a meaningful (but limited) window to arrange refinancing or negotiate a waiver. We recognize that Crescent Harbor may resist any cure period on the basis that the Change of Control itself is a bright-line event that should not be subject to a grace period, but we believe a short notice period is commercially reasonable and consistent with the trend in recent precedent transactions.
V. Interaction with Other Credit Agreement Provisions
A. Interaction with Restricted Payment Covenant
The Credit Agreement contains a negative covenant in Section 7.06 restricting the Borrower's ability to make restricted payments, including dividends, distributions, and other payments to equity holders. The principal exceptions include:
(i) an annual general basket of $25,000,000 per fiscal year;
(ii) a "builder basket" equal to 50% of cumulative Consolidated Net Income accruing from and after the first day of the first fiscal quarter commencing after the Closing Date (i.e., from April 1, 2025), plus a $50,000,000 "starter amount," less the aggregate amount of restricted payments previously made in reliance on this basket;
(iii) unlimited restricted payments, subject to (A) no Event of Default existing or resulting therefrom and (B) pro forma compliance with a Total Net Leverage Ratio not exceeding 3.75 to 1.00, calculated on a pro forma basis after giving effect to such restricted payment and any incurrence of indebtedness in connection therewith; and
(iv) various other customary exceptions (tax distributions, payments to Holdings for overhead expenses, equity repurchases from departing employees, etc.).
Relevance to Change of Control analysis. A change of control scenario may arise from a leveraged buyout in which the acquirer seeks to use Nexford's cash flow or borrowing capacity to finance the acquisition—for example, through an upstream dividend or distribution to the acquiring entity. The restricted payment covenant limits the ability to upstream cash for this purpose, serving as an independent constraint on hostile change of control transactions. However, a friendly change of control (e.g., Granite Peak's sale of its Holdings interest to a third party) would not necessarily involve any restricted payment by Nexford, and the restricted payment covenant would not serve as a practical impediment to such a transaction.
B. Interaction with Fundamental Changes Covenant
Section 7.04 of the Credit Agreement contains a negative covenant restricting "Fundamental Changes," which are defined to include mergers, consolidations, dissolutions, liquidations, and sales, transfers, or dispositions of all or substantially all of the assets of the Borrower or any Guarantor. Certain Fundamental Changes are permitted, including mergers where the Borrower is the surviving entity, provided no Event of Default results and various other conditions are satisfied.
Interaction with Change of Control. Certain scenarios may independently constitute both (i) a violation of the Fundamental Changes covenant and (ii) a Change of Control. For example, a sale of all or substantially all of Nexford's assets would violate Section 7.04 (unless a specific exception applies) and would also trigger the Existing Indenture's change of control definition (through the "substantially all assets" prong), which would in turn cross-trigger the Credit Agreement's Change of Control through Prong 3.
However, we note a potential gap: certain transactions—such as a reverse triangular merger in which Nexford survives as the surviving entity—might not violate the Fundamental Changes covenant (because Nexford is the surviving entity and the other conditions of the Fundamental Changes covenant are satisfied) but could still trigger the Existing Indenture's change of control if, after the merger, the pre-existing equity holders of Nexford do not hold more than 50% of the voting power of the surviving entity. Through Prong 3, this Indenture trigger would cross-trigger the Credit Agreement's Change of Control. This scenario warrants attention in our drafting review.
C. Interaction with the Intercreditor Agreement
The First Lien/Unsecured Intercreditor Agreement between Crescent Harbor Bank, N.A. (as First Lien Collateral Agent) and Pinnacle Trust Company (as Unsecured Notes Trustee) will govern the relative rights and priorities of the first lien lenders and the unsecured noteholders with respect to collateral proceeds and enforcement actions.
In a change of control scenario, both the first lien Lenders (through the Credit Agreement's acceleration mechanic) and the holders of the Senior Unsecured Notes (through the Existing Indenture's repurchase offer mechanic) may have concurrent acceleration or repurchase rights. If both classes exercise their respective remedies simultaneously, the Intercreditor Agreement must address the waterfall of proceeds from any collateral enforcement, asset disposition, or refinancing. Specifically:
• The Intercreditor Agreement should provide that all first lien claims are satisfied in full before any distribution is made to the unsecured noteholders from proceeds of shared collateral.
• The Intercreditor Agreement should address whether the unsecured noteholders are subject to an enforcement standstill during any period in which the first lien Collateral Agent is pursuing remedies.
• The Intercreditor Agreement should address the treatment of the 101% repurchase premium payable to the unsecured noteholders under the Indenture—specifically, whether this premium is subordinated to the first lien claims.
We will review the draft Intercreditor Agreement (which W&G has indicated will be circulated on or about March 12, 2025) for consistency with the change of control mechanics in the Credit Agreement and the Existing Indenture.
D. Interaction with the Security Package
The principal collateral securing the Term Loan B consists of: (i) the Holdings Pledge Agreement, pursuant to which Granite Peak NIH Holdings, LLC pledges 100% of its equity interests in Nexford to Crescent Harbor Bank, N.A. as Collateral Agent; and (ii) the Borrower Security Agreement, pursuant to which Nexford pledges substantially all of its personal property assets (including accounts, equipment, inventory, intellectual property, and general intangibles) to the Collateral Agent.
In a change of control scenario in which a third party acquires Holdings membership interests (triggering Prong 1), the Collateral Agent's security interest in the Nexford equity pledged by Holdings would remain in place, because the pledge is a lien on the equity of Nexford (held by Holdings), not a lien on the equity of Holdings itself. The change of control definition tests acquisition of equity in Holdings, not in Nexford directly; this is appropriate because the Lenders' economic protection depends on their ability to foreclose on the Nexford equity, which is the asset subject to the pledge.
However, we note that if a third party acquires control of Holdings (e.g., by acquiring all of Holdings' membership interests), the new owner of Holdings would effectively control the entity that has pledged Nexford's equity. While the pledge agreement should contain standard provisions preventing the pledgor from taking actions that impair the collateral, the change of control mechanic provides an additional layer of protection by allowing the Lenders to accelerate before such a change in control of Holdings can translate into operational changes at the Nexford level.
VI. Specific Drafting Recommendations
Based on the analysis set forth in Sections III through V above, we recommend the following revisions to the change of control provision in the next mark-up of the Credit Agreement.
A. Expand Permitted Holder Definition
We recommend revising the definition of "Permitted Holders" in Section 1.01 to expressly include the following:
(i) Granite Peak Capital Partners, LP;
(ii) Granite Peak Capital Fund IV, LP;
(iii) GP Fund IV Co-Invest, LP;
(iv) Granite Peak Capital GP IV, LLC;
(v) any fund, investment vehicle, account, or co-investment vehicle managed, advised, sub-advised, or controlled, directly or indirectly, by any of the persons described in clauses (i) through (iv), or by any successor general partner, successor management company, or successor investment advisor of any such person;
(vi) any successor fund, parallel fund, overage fund, or alternative investment vehicle of Granite Peak Capital Fund IV, LP or any other fund described in clause (v);
(vii) directors, officers, employees, and consultants of the Borrower, Holdings, or any Restricted Subsidiary who hold equity interests in Holdings or any direct or indirect parent entity of the Borrower acquired pursuant to any management equity plan, stock option plan, equity incentive plan, or rollover arrangement;
(viii) any person or entity that is a "Related Party" of any Permitted Holder, where "Related Party" means, with respect to any person, such person's affiliates, subsidiaries, managed funds, limited partners, and the partners, members, directors, officers, employees, and agents of any of the foregoing; and
(ix) any person or entity whose acquisition of beneficial ownership of Voting Equity Interests of Holdings constitutes a "Permitted Transfer" under the Holdings LLC Agreement as in effect on the Closing Date (or as thereafter amended with the consent of the Administrative Agent).
Additionally, we recommend including a "passive investor" carve-out providing that, following any initial public offering of equity interests of the Borrower, Holdings, or any direct or indirect parent entity of the Borrower, any holder of equity interests acquired in open market transactions through a national securities exchange shall not be deemed a member of a "group" (within the meaning of Section 13(d) of the Securities Exchange Act) with any Permitted Holder solely by reason of such holder's ownership of publicly traded equity interests, absent an affirmative agreement, arrangement, or understanding among such holder and any Permitted Holder to act as a group.
B. Consider Increasing Threshold from 35% to 50%
We recommend proposing to increase the voting equity threshold in Prong 1 from "more than 35%" to "more than 50%," which would align the Credit Agreement more closely with the Existing Indenture's 50% threshold and provide Granite Peak greater flexibility in connection with partial exits, secondary sales, or IPO transactions.
Anticipated counterargument. We expect that W&G and Crescent Harbor may resist this proposal on the basis that the leveraged nature of the transaction (pro forma first lien net leverage of approximately 3.38x; total net leverage of approximately 4.03x, including the $250,000,000 of Senior Unsecured Notes) warrants a more conservative threshold that provides the Lenders with earlier notice of, and protection against, a shift in control of Holdings. At the 35% level, the Lenders are protected against the accumulation of a significant blocking position by a third party, even if that party does not acquire majority control.
Compromise position. If the 50% threshold is not achievable, we recommend proposing a leverage-based sunset mechanism: the threshold would be 35% initially but would automatically increase to 50% if (and for so long as) the Borrower's pro forma First Lien Net Leverage Ratio (as defined in the Credit Agreement) is less than or equal to 3.00 to 1.00, as demonstrated in the most recently delivered Compliance Certificate. This compromise recognizes the Lenders' interest in greater protection at higher leverage levels while providing the Sponsor with enhanced flexibility as the business deleverages.
C. Qualify the Cross-Trigger to Existing Indenture
We recommend revising Prong 3 (clause (c) of the "Change of Control" definition) to limit its application to situations where a "Change of Control Triggering Event" (as such term or any analogous concept is defined in the Existing Indenture) has occurred and either (i) the required repurchase offer has been made and accepted by holders of at least a specified percentage of the outstanding Senior Unsecured Notes, or (ii) the repurchase offer period has expired without the Trustee or the requisite holders waiving their repurchase rights. As an alternative formulation, we could propose that Prong 3 is triggered only if the Existing Indenture change of control event would actually result in the Senior Unsecured Notes becoming due and payable or subject to mandatory repurchase (i.e., the repurchase offer is triggered and is not waived by the requisite holders).
The purpose of this qualification is to prevent a scenario in which a definitional Change of Control occurs under the Existing Indenture but is functionally irrelevant because the noteholders elect not to exercise their repurchase rights. Without this qualification, the Credit Agreement's Change of Control would be triggered by an event that has no practical consequences for the unsecured noteholders, imposing an unnecessary constraint on the Borrower and the Sponsor.
D. Add a Cure Period / Notice Mechanic
We recommend requesting the insertion of a notice and cure period provision in Section 2.05(b)(iv), providing as follows:
Upon the occurrence of a Change of Control, the Administrative Agent shall promptly deliver written notice thereof to the Borrower (a "Change of Control Notice"). The Borrower shall have ten (10) Business Days from the date of receipt of the Change of Control Notice (the "Change of Control Cure Period") to either (i) repay in full all outstanding Obligations under this Agreement or (ii) deliver to the Administrative Agent a committed refinancing commitment letter from one or more lenders reasonably acceptable to the Administrative Agent, together with a certification by a Responsible Officer that such refinancing is expected to close within thirty (30) calendar days. If the Borrower fails to satisfy either clause (i) or clause (ii) within the Change of Control Cure Period, the Administrative Agent, at the direction of the Required Lenders, may declare all outstanding Obligations immediately due and payable.
We acknowledge that this provision is less common than the standard formulation and may face resistance from W&G. However, the ten-business-day period is commercially reasonable and provides the Borrower with a meaningful opportunity to arrange an orderly refinancing rather than facing an abrupt acceleration.
E. Carve-Out for IPO Transactions
We recommend adding an express carve-out to the Change of Control definition for initial public offering transactions, as follows:
Notwithstanding anything herein to the contrary, an initial public offering of the equity interests of the Borrower, Holdings, or any direct or indirect parent entity of the Borrower that results in the listing of such equity interests on a national securities exchange (including the New York Stock Exchange or the Nasdaq Stock Market) shall not constitute a "Change of Control," provided that, immediately after giving effect to such initial public offering, the Permitted Holders collectively retain beneficial ownership of at least 35% (or, if the threshold in clause (a) of this definition has been increased to 50% pursuant to any leverage-based sunset, at least 50%) of the total outstanding Voting Equity Interests of Holdings (or such successor entity).
This type of IPO carve-out is increasingly common in sponsor-backed TLB transactions and reflects the commercial reality that an IPO is a typical Sponsor exit pathway that should not be impeded by the change of control provision. In our precedent sample, approximately nineteen of the thirty-seven transactions (approximately 51%) included an express IPO carve-out.
F. Clarify "Beneficial Ownership" Standard
The definition of Change of Control in Prong 1 references "beneficial ownership" within the meaning of Section 13(d) of the Securities Exchange Act of 1934. This is the standard formulation and is generally well understood. However, we recommend confirming, either in the definition itself or in a drafting note to be resolved during negotiation, that the "beneficial ownership" standard is not intended to capture: (i) derivative positions (e.g., total return swaps, equity swaps, or contracts for differences) that provide economic exposure to the Voting Equity Interests of Holdings but do not confer voting rights; (ii) voting agreements or proxies that grant voting power over Voting Equity Interests without conferring economic ownership; or (iii) securities lending arrangements or similar temporary transfers of voting rights.
While Section 13(d) beneficial ownership has been extensively interpreted by the SEC and the courts, the application of this standard to LLC membership interests (as opposed to publicly traded equity securities) is less well established. A clarifying provision would reduce the risk of unintended triggers in connection with customary commercial arrangements.
VII. Summary of Recommendations
The following table summarizes our recommendations, with reference to the current draft language, proposed revisions, and an assessment of priority level:
VIII. Next Steps
Based on the analysis and recommendations set forth in this memorandum, we propose the following next steps:
1. Internal review. Discuss the recommendations set forth herein with Claudia Merritt. If approved, these recommendations will be incorporated into the Calderwood & Harkness marked draft of the Credit Agreement (the "C&H Marked Third Draft"), which we are targeting for circulation to W&G no later than March 18, 2025.
2. Coordination with Sponsor's counsel. Coordinate with Patricia Voss at Kellner Brandt & Associates LLP, counsel to Granite Peak, to confirm Granite Peak's views on (a) the appropriate scope of the Permitted Holder definition, (b) the preferred voting equity threshold (35% vs. 50% vs. compromise position), and (c) whether Granite Peak has any near-term IPO plans that should inform our approach to the IPO carve-out and the direct wholly-owned subsidiary requirement. We will schedule a call with Patricia Voss for the week of March 17, 2025.
3. Permitted Holder comparison chart. Prepare a detailed side-by-side comparison of the "Permitted Holders" definition in the Credit Agreement draft and the "Permitted Holders" definition in the Existing Indenture, identifying all points of divergence and assessing the risk of misalignment. A preliminary comparison is included in Appendix A; we will finalize this chart following the call with Patricia Voss.
4. Intercreditor Agreement review. Review the draft First Lien/Unsecured Intercreditor Agreement, which W&G has indicated will be circulated on or about March 12, 2025, for consistency with the change of control mechanics in the Credit Agreement and the Existing Indenture. We will prepare a separate memorandum addressing the Intercreditor Agreement if significant issues are identified.
5. W&G call. Raise the Prong 3 cross-trigger qualification and other key drafting points on the next call with Margaret Ashby (partner, Whitfield & Gage LLP) and Elaine Prescott (Managing Director, Crescent Harbor Bank, N.A.). This call is currently scheduled for March 14, 2025, at 2:00 p.m. Eastern. We will prepare a brief talking points memorandum in advance of the call outlining our positions and anticipated counterarguments.
Please let me know if you have any questions or if you would like to discuss any of the foregoing in advance of the next scheduled team meeting.
Appendix A — Comparison Chart: Change of Control Definitions
The following table provides a side-by-side comparison of the change of control provisions in the Nexford Credit Agreement (current W&G draft), the Nexford Existing Indenture (Senior Unsecured Notes due 2028), and market median terms observed in recent sponsor-backed TLB transactions (2024–2025 sample, n=37).
Appendix B — Relevant Defined Terms from Credit Agreement Draft
The following defined terms are reproduced from the Whitfield & Gage LLP third-round draft of the Credit Agreement, dated March 4, 2025. These terms are set forth in Section 1.01 of the Credit Agreement.
"Change of Control" means the occurrence of any of the following events:
(a) the acquisition by any "person" or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than one or more Permitted Holders, of direct or indirect beneficial ownership of more than 35% of the total outstanding Voting Equity Interests of Holdings;
(b) Nexford Industrial Holdings Inc. shall at any time cease to be a direct, wholly-owned Subsidiary of Holdings; or
(c) the occurrence of a "Change of Control" (or any analogous event, however denominated or defined) under the Existing Indenture governing the 7.250% Senior Unsecured Notes due 2028 issued by the Borrower.
"Permitted Holders" means (a) Granite Peak Capital Partners, LP, (b) any fund or investment vehicle managed, advised, or controlled, directly or indirectly, by Granite Peak Capital Partners, LP or its Affiliates, (c) any co-investment vehicle investing alongside Granite Peak Capital Partners, LP or its Affiliates, and (d) the directors, officers, and members of management of the Borrower who hold equity interests in Holdings.
"Required Lenders" means, at any time, Lenders having Term Loans representing more than 50% of the aggregate outstanding principal amount of all Term Loans at such time; provided that the Term Loans of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.
"Holdings" means Granite Peak NIH Holdings, LLC, a Delaware limited liability company, and the direct parent of the Borrower.
"Voting Equity Interests" means, with respect to any person, the Equity Interests of such person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such person, even if the right so to vote has been suspended by the happening of some contingency. With respect to Holdings, the Voting Equity Interests shall be the membership interests carrying voting rights under the limited liability company agreement of Holdings.
This memorandum has been prepared for internal use by Calderwood & Harkness LLP and is protected by the attorney-client privilege and the work product doctrine. This memorandum should not be disclosed to any third party without the prior written consent of the responsible partner.
No. | Recommendation | Current Draft | Proposed Revision | Priority
1 | Expand Permitted Holder definition | Covers Granite Peak and affiliated funds generically; does not expressly name Fund IV, Co-Invest, or GP entity | Expressly name Granite Peak Capital Fund IV, LP; GP Fund IV Co-Invest, LP; Granite Peak Capital GP IV, LLC; include successor funds, Related Parties, and passive investor carve-out | High
2 | Consider increasing threshold from 35% to 50% | More than 35% of Voting Equity Interests of Holdings | Increase to more than 50%; backup position: sunset to 50% when First Lien Net Leverage Ratio ≤ 3.00x | Medium
3 | Qualify cross-trigger to Existing Indenture | Triggered upon occurrence of "Change of Control" under Existing Indenture (unqualified) | Limit to "Change of Control Triggering Event" under Indenture where repurchase right is not waived | High
4 | Add 10-business-day cure/notice period | No cure period; acceleration upon Required Lender direction | Insert 10-business-day notice period with right to repay or deliver committed refinancing letter | Medium
5 | Add IPO carve-out | No IPO carve-out | IPO on NYSE or Nasdaq not a Change of Control if Permitted Holders retain at least 35% (or 50%) post-IPO | Medium
6 | Clarify beneficial ownership standard | References Section 13(d) beneficial ownership without further clarification | Confirm exclusion of derivative positions, voting agreements, and securities lending from beneficial ownership | Low
Provision | Nexford Credit Agreement (W&G Third Draft) | Nexford Existing Indenture (Senior Unsecured Notes due 2028; Pinnacle Trust Co. as Trustee) | Market Median (Sponsor-Backed TLBs, 2024–2025)
Voting equity threshold | More than 35% of Voting Equity Interests of Holdings, by any person or group other than Permitted Holders | More than 50% of total voting power of all voting stock of the Issuer (Nexford) or its direct parent, by any person or group other than Permitted Holders | 35% (approx. 60% of transactions); 50% (approx. 30%); other (approx. 10%)
Permitted Holder definition breadth | Granite Peak and affiliated funds (generic); co-invest vehicles (generic); management holders | Granite Peak Capital Partners, LP and its Affiliates (Rule 12b-2 standard); no express reference to co-invest or management holders | Sponsor and affiliated funds (by name); co-invest vehicles (by name or generic); management holders; successor funds; Related Parties
Direct ownership requirement | Borrower must remain direct, wholly-owned subsidiary of Holdings | No direct ownership requirement; tested at voting power level | Approx. 70% require direct wholly-owned subsidiary status; approx. 2

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

INTERNAL MEMORANDUM

MATTER NO.: 1005-00001

CLIENT/MATTER CODE: IBL-NIH-2025-031

Record

Parties

Dates

Amounts