UCC FINANCING STATEMENT
(Form UCC1)
ORIGINAL FILING
Date Prepared: March 28, 2025
Filing Reference: To be assigned by filing office upon acceptance
Filing Office:
Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, DE 19901
Note: This document constitutes an original UCC-1 Financing Statement filing. This is not an amendment, continuation, assignment, or termination of a previously filed financing statement.
Box 1 — DEBTOR INFORMATION (ORGANIZATION)
1a. Organization's Exact Legal Name
Nexford Properties, LLC
The name set forth above is the exact legal name of the Debtor as it appears in the Debtor's organizational documents filed with the Delaware Secretary of State. The name has been verified against the Debtor's Certificate of Formation and all subsequent amendments thereto, as well as the Delaware Secretary of State's online corporate records database, to ensure strict compliance with the requirements of Delaware Uniform Commercial Code § 9-503(a)(1) regarding the sufficiency of a debtor's name on a financing statement.
1b. Mailing Address
The address set forth above is the mailing address of the Debtor as maintained through its registered agent, Crowne Albany Corporation, at the Debtor's registered office in the State of Delaware.
1c. Type of Organization
Limited Liability Company
1d. Jurisdiction of Organization
Delaware
The Debtor is organized under the laws of the State of Delaware. Pursuant to Delaware Uniform Commercial Code § 9-301(1), the law of the jurisdiction in which the Debtor is organized governs the perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. Accordingly, this financing statement is being filed with the Delaware Secretary of State, which is the correct office for perfection of a security interest in personal property of a Delaware limited liability company.
1e. Organizational Identification Number
Delaware Secretary of State File Number: [To be confirmed from organizational records]
The organizational identification number is the file number assigned to the Debtor by the Delaware Secretary of State upon the filing of the Debtor's Certificate of Formation. The number will be confirmed from organizational records and inserted prior to filing. The Debtor is a Delaware limited liability company and its organizational identification number is its Delaware Secretary of State entity file number.
1f. Additional Debtor Information
Tax Identification / EIN: [To be inserted per entity records]
Note: The Debtor's federal Employer Identification Number is a separately assigned EIN for Nexford Properties, LLC as a distinct legal entity. The EIN to be inserted is not the EIN of the Debtor's parent company, Nexford Industrial Holdings Inc. (EIN 36-4178552), as Nexford Properties, LLC is a separate subsidiary entity with its own taxpayer identification number.
Debtor Classification: The Debtor is an organization, not an individual. The individual debtor fields on Form UCC1 (including individual name, suffix, and related fields) are not applicable to this filing.
Box 2 — ADDITIONAL DEBTOR
Not Applicable.
This is a single debtor filing. Nexford Properties, LLC is the sole debtor on this UCC-1 Financing Statement. No additional debtor information is required or included.
Separate UCC-1 financing statements are being filed contemporaneously with this filing for each additional Loan Party under the Credit Agreement and related Loan Documents in their respective filing jurisdictions, including, without limitation, the following entities:
• Nexford Industrial Holdings Inc. (Borrower) — Delaware Secretary of State
• Granite Peak NIH Holdings, LLC (Holdings) — Delaware Secretary of State
• Each Subsidiary Guarantor — in the applicable filing jurisdiction based on such Subsidiary Guarantor's jurisdiction of organization
A complete list of all UCC-1 financing statements being filed in connection with the closing of the Term Loan B facility is set forth in the "Context Within Filing Program" section of this document.
Box 3 — SECURED PARTY INFORMATION
3a. Organization's Name
Crescent Harbor Bank, N.A., as Collateral Agent
The Secured Party is filing this financing statement in its capacity as Collateral Agent for the benefit of the Secured Parties (as defined in the Credit Agreement referenced herein). Crescent Harbor Bank, N.A. is a national banking association organized and existing under the laws of the United States of America, with its principal office located at 320 Federal Street, Boston, Massachusetts 02110.
3b. Mailing Address
Box 4 — COLLATERAL DESCRIPTION
The collateral covered by this financing statement consists of the following:
All assets and personal property of the Debtor, whether now owned or hereafter acquired, and all proceeds and products thereof, including but not limited to:
(a) All accounts and accounts receivable, including, without limitation, all rights to payment of a monetary obligation, whether or not earned by performance, and all health-care-insurance receivables;
(b) All chattel paper, whether tangible or electronic, including, without limitation, all records that evidence both a monetary obligation and a security interest in specific goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and a license of software used in the goods, a lease of specific goods, or a lease of specific goods and a license of software used in the goods;
(c) All deposit accounts, including, without limitation, all demand, time, savings, passbook, or similar accounts maintained with a bank or other depositary institution;
(d) All documents, including, without limitation, all documents of title, bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods, and any other document which in the regular course of business or financing is treated as adequately evidencing that the person in possession or control of it is entitled to receive, control, hold, and dispose of the document and the goods it covers;
(e) All equipment, including, without limitation, all goods other than inventory, farm products, or consumer goods, and all machinery, vehicles, furniture, fixtures (to the extent constituting personal property), tools, parts, supplies, and all other tangible personal property of a similar nature;
(f) All fixtures, including, without limitation, all goods that have become so related to particular real property that an interest in them arises under real property law, to the extent such fixtures constitute personal property under the Uniform Commercial Code;
(g) All general intangibles, including, without limitation, all payment intangibles and software, and all things in action, goodwill, corporate or other business records, inventions, designs, blueprints, plans, specifications, customer lists, tax refund claims, rights and claims against carriers and shippers, rights to indemnification, and all other intangible personal property of every kind and nature;
(h) All goods, including, without limitation, all inventory and equipment, and all things that are movable when a security interest attaches, and all embedded software, unborn young of animals, growing crops, and manufactured homes;
(i) All instruments, including, without limitation, all negotiable instruments, promissory notes, drafts, and any other writing that evidences a right to the payment of a monetary obligation, is not itself a security agreement or lease, and is of a type that in the ordinary course of business is transferred by delivery with any necessary indorsement or assignment;
(j) All intellectual property, including, without limitation, all patents and patent applications, all trademarks, service marks, trade names, trade dress, and all applications and registrations therefor, all copyrights and copyright applications and registrations, all trade secrets, proprietary information, know-how, technology, and technical data, and all licenses, sublicenses, and other agreements granting rights with respect to any of the foregoing;
(k) All inventory, including, without limitation, all goods held for sale or lease or to be furnished under contracts of service, all goods that are leased by the Debtor as lessor, all goods that are furnished or are to be furnished by the Debtor under contracts of service, all raw materials, work in process, and finished goods, and all materials used or consumed in the Debtor's business;
(l) All investment property, including, without limitation, all certificated securities, uncertificated securities, securities accounts, securities entitlements, commodity contracts, and commodity accounts, and all equity interests in subsidiaries and other entities;
(m) All letter-of-credit rights, including, without limitation, all rights to payment and performance under any letter of credit;
(n) All money, including, without limitation, all currency, coins, and funds, whether held in any deposit account or otherwise;
(o) All commercial tort claims as identified in the Security Agreement, including, without limitation, all claims arising in tort, the claimant on which is an organization, or the claimant on which is an individual and the claim arose in the course of the claimant's business or profession and does not include damages arising out of personal injury to or death of an individual;
(p) All supporting obligations, including, without limitation, all letters of credit, guarantees, and other secondary obligations that support the payment or performance of any of the foregoing collateral;
(q) All proceeds and products of each and all of the foregoing, including, without limitation, all insurance proceeds, all cash and non-cash proceeds, all collections and other amounts received or receivable on account of the foregoing collateral, and all claims against third parties for loss of, damage to, or destruction of any of the foregoing collateral; and
(r) All books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to any of the foregoing or are otherwise necessary or helpful in the collection or realization thereof.
Governing Agreement Reference: This financing statement is filed in connection with, and the security interest described herein is granted pursuant to, that certain Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation, as Borrower, the Guarantors party thereto (including Nexford Properties, LLC, as a Subsidiary Guarantor), and Crescent Harbor Bank, N.A., a national banking association, as Collateral Agent for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time. Capitalized terms used in the collateral description that are not otherwise defined herein have the meanings assigned to them in the Security Agreement.
Note Regarding Scope of Lien: This filing covers a blanket lien on substantially all personal property assets of the Debtor. Real property interests held by the Debtor are separately perfected through mortgage recordings in the applicable county recording offices. Nexford Properties, LLC is the real property holding entity within the Nexford corporate group, and the real property interests held by the Debtor are the subject of separate mortgages, deeds of trust, and related fixture filings being recorded as part of the post-closing deliverables under the Credit Agreement.
Box 5 — CHECK BOXES AND ADDITIONAL INFORMATION
5a. Type of Filing
This Financing Statement covers timber to be cut.
This Financing Statement covers as-extracted collateral.
This Financing Statement is filed as a fixture filing.
None of the above — Standard personal property filing.
This is a standard personal property filing and is not a fixture filing, nor does it cover timber to be cut or as-extracted collateral. Accordingly, no real property information (including a description of the real property to which the collateral relates, the name of the record owner, and the county in which the real property is located) is included in this financing statement.
Note Regarding Fixture Filings: Separate fixture filings for the mortgaged properties owned by the Debtor are being prepared and will be filed as part of the post-closing mortgage recordings, which are due on or before April 30, 2025, pursuant to the terms of the Credit Agreement. The mortgaged properties for which separate fixture filings are being made include:
(i) 1400 Industrial Parkway, Schaumburg, Illinois 60173;
(ii) 2750 Commerce Drive, Rockford, Illinois 61109;
(iii) 600 Manufacturers Row, Greenville, South Carolina 29605; and
(iv) 9100 Westpark Industrial Boulevard, Houston, Texas 77063.
Fixture filings for the foregoing properties will be filed in the applicable county recording offices in Cook County, Illinois; Winnebago County, Illinois; Greenville County, South Carolina; and Harris County, Texas, respectively, as well as with the Delaware Secretary of State as required by applicable law.
5b. Alternative Designation
Debtor is a Transmitting Utility: No
Transmitting Utility
The Debtor is not a transmitting utility within the meaning of UCC § 9-102(a)(81). This financing statement is therefore subject to the standard five-year lapse period under UCC § 9-515(a) and will need to be continued by the filing of a UCC-3 continuation statement within six months prior to the expiration of the five-year period.
5c. Filer Reference Information
The filer reference information set forth above is provided for the internal record-keeping purposes of the filing party and its counsel and is not part of the official financing statement record.
Box 6 — OPTIONAL FILER INFORMATION / SEND ACKNOWLEDGMENT COPY TO
Return / Acknowledgment Address:
Calderwood & Harkness LLP
Attention: Sophie Tremblay / Marcus Leung
425 Lexington Avenue New York, New York 10017
The filing office is requested to return the acknowledgment copy of this financing statement, together with the file-stamped copy reflecting the filing date, time, and filing number assigned by the Delaware Secretary of State, to the address set forth above. All correspondence, questions, and communications regarding this filing should be directed to:
Sophie Tremblay, Esq. Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4000
Email: stremblay@calderwoodharkness.com
Marcus Leung, Esq. Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4000
Email: mleung@calderwoodharkness.com
ADDITIONAL FILING DETAILS AND INSTRUCTIONS
Filing Fee. The standard filing fee for a UCC-1 financing statement filed with the Delaware Secretary of State is as prescribed by the Delaware Secretary of State's fee schedule. As of the date of this filing, the fee for a standard one-page UCC-1 financing statement is $186.00. If this financing statement, including the collateral description, exceeds one page as formatted by the filing office, additional page fees may apply in accordance with the Delaware Secretary of State's fee schedule then in effect. The filing fee is being remitted by Calderwood & Harkness LLP on behalf of the Secured Party, Crescent Harbor Bank, N.A., as Collateral Agent, via the firm's prepaid filing account with the Delaware Secretary of State's office.
Authorization. Nexford Properties, LLC, as Debtor, has authorized the filing of this financing statement pursuant to the Security Agreement dated as of March 28, 2025. Specifically, Section 4.3 of the Security Agreement provides that each Grantor (including Nexford Properties, LLC) authorizes the Collateral Agent to file one or more financing statements, continuation statements, and amendments thereto, in any filing office in any Uniform Commercial Code jurisdiction, as the Collateral Agent deems necessary or desirable in order to perfect and maintain the perfection and priority of the security interests granted under the Security Agreement.
Pursuant to UCC § 9-509(b), the filing of a financing statement is authorized by the debtor if the debtor has authenticated a security agreement that covers the collateral described in the financing statement. Nexford Properties, LLC has authenticated the Security Agreement, which grants a security interest in the collateral described in box 4 of this financing statement. Accordingly, a separate written authorization for the filing of this financing statement is not required. No separate authorization letter is being filed with, or attached to, this financing statement.
Related Transaction Documents
This UCC-1 Financing Statement is being filed in connection with the following transaction documents:
(a) Credit Agreement, dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation, as Borrower, the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., a national banking association, as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders party thereto from time to time, governing a senior secured Term Loan B credit facility in an aggregate principal amount of $1,400,000,000 (One Billion Four Hundred Million Dollars);
(b) Security Agreement, dated as of March 28, 2025 (the "Security Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto (including Nexford Properties, LLC, as a Subsidiary Guarantor), and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties; and
(c) Guarantee Agreement, dated as of March 28, 2025 (the "Guarantee Agreement"), among the Guarantors party thereto (including Nexford Properties, LLC) and Crescent Harbor Bank, N.A., as Administrative Agent for the benefit of the Secured Parties, pursuant to which each Guarantor has unconditionally guaranteed the prompt and complete payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents.
Capitalized terms used in this section that are not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement or the Security Agreement, as applicable.
Context Within Filing Program
This UCC-1 Financing Statement is one of thirteen (13) UCC-1 financing statements being filed simultaneously on March 28, 2025, in connection with the closing of the Term Loan B facility under the Credit Agreement. The complete filing program is set forth below:
Delaware Secretary of State Filings (7 filings):
Non-Delaware Filings (6 filings):
UCC-3 Termination Statements: In connection with the refinancing of the existing credit facilities, UCC-3 Termination Statements are being filed on March 31, 2025 (the third business day following the closing date), to terminate all prior UCC-1 financing statements filed in favor of Atlas Meridian Bank, N.A., as the existing collateral agent under the refinanced credit facilities. The UCC-3 Termination Statements will be filed with each applicable filing office in which a UCC-1 financing statement was previously filed in favor of Atlas Meridian Bank, N.A. The filing of such UCC-3 Termination Statements is a condition subsequent under Section 6.14 of the Credit Agreement and is the responsibility of counsel to the Borrower, Calderwood & Harkness LLP, in coordination with counsel to Atlas Meridian Bank, N.A.
Nature of Debtor Entity
Nexford Properties, LLC is a Delaware limited liability company formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. The following information is provided for reference purposes in connection with this filing:
Full Legal Name: Nexford Properties, LLC
Jurisdiction of Organization: Delaware
Entity Type: Limited Liability Company
Role Under Credit Agreement: Subsidiary Guarantor
Description: Nexford Properties, LLC is the real property holding entity within the Nexford corporate group. It holds title to, and operates, certain real property assets utilized in the business operations of Nexford Industrial Holdings Inc. and its subsidiaries, including the industrial and manufacturing facilities described in the mortgage and fixture filing schedule set forth in Section 5a above.
Ownership: Nexford Properties, LLC is a direct or indirect wholly-owned domestic restricted subsidiary of Nexford Industrial Holdings Inc., the Borrower under the Credit Agreement. As a wholly-owned domestic restricted subsidiary, Nexford Properties, LLC is required to be a Guarantor under the Credit Agreement and a Grantor under the Security Agreement.
Principal Address: c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
Registered Agent: Crowne Albany Corporation, 1209 Orange Street, Wilmington, Delaware 19801
Secured Party Capacity
Crescent Harbor Bank, N.A. is named as the Secured Party on this financing statement in its capacity as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement and the related Loan Documents. The security interest perfected by this financing statement secures the Obligations of the Borrower and the Guarantors (including the Debtor) under the Credit Agreement, the Security Agreement, the Guarantee Agreement, and all other Loan Documents, as such terms are defined in the Credit Agreement.
The following information regarding Crescent Harbor Bank, N.A. is provided for reference purposes:
Full Legal Name: Crescent Harbor Bank, N.A.
Entity Type: National Banking Association, organized and existing under the National Bank Act, 12 U.S.C. § 21 et seq.
Headquarters: 320 Federal Street, Boston, Massachusetts 02110
Capacity Under Credit Agreement: Administrative Agent and Collateral Agent
Additional Roles: Crescent Harbor Bank, N.A. also serves as sole lead left arranger and bookrunner for the $1,400,000,000 senior secured Term Loan B facility. Ironwood Capital Markets, LLC and Northvane Securities, Inc. serve as Joint Lead Arrangers and Joint Bookrunners.
Benefit of Filing: This financing statement is filed for the benefit of all Secured Parties under the Credit Agreement, including the Administrative Agent, the Collateral Agent, and each Lender that is or becomes a party to the Credit Agreement from time to time. The Collateral Agent holds the security interest perfected by this financing statement for the ratable benefit of all such Secured Parties in accordance with the terms of the Credit Agreement and the Security Agreement.
CERTIFICATION AND FILING INSTRUCTIONS
The undersigned, as counsel to the Secured Party, certifies that the information contained in this UCC-1 Financing Statement is true and correct to the best of its knowledge and belief, and hereby instructs the Delaware Secretary of State to accept this financing statement for filing in accordance with the Uniform Commercial Code as adopted in the State of Delaware.
This financing statement is to be filed as a standard (non-expedited) filing unless otherwise instructed. If expedited processing is available and desired, please charge the additional expedited processing fee to the Calderwood & Harkness LLP prepaid account referenced below.
Prepaid Account Information:
Account Holder: Calderwood & Harkness LLP Account Number: [On file with the Delaware Secretary of State]
PREPARED AND SUBMITTED BY:
Calderwood & Harkness LLP
By: ________
Name: Sophie Tremblay
Title: Partner
Date: March 28, 2025
By: ________
Name: Marcus Leung
Title: Associate
Date: March 28, 2025
CONFIDENTIAL — This document and the information contained herein are confidential and are intended solely for use in connection with the filing of this UCC-1 Financing Statement with the Delaware Secretary of State. This document is prepared by Calderwood & Harkness LLP as counsel to Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and is subject to the attorney-client privilege and work product doctrine. The internal notes, filing instructions, and contextual information set forth herein are for the reference of counsel and the filing parties only and do not form part of the official UCC-1 Financing Statement as filed with the Delaware Secretary of State.
| Calderwood & Harkness LLP | Matter No. 1005-00001 | Billing Code: IBL-NIH-2025-031 | |
| Field | Information | ||
| Street Address | c/o Penmark Industries, 1209 Orange Street | ||
| City | Wilmington | ||
| State | Delaware | ||
| Postal Code | 19801 | ||
| Country | United States | ||
| Field | Information | ||
| Street Address | 320 Federal Street | ||
| City | Boston | ||
| State | Massachusetts | ||
| Postal Code | 02110 | ||
| Country | United States | ||
| Field | Information | ||
| Law Firm Matter Number | Calderwood & Harkness LLP Matter No.: 1005-00001 | ||
| Billing Code | IBL-NIH-2025-031 | ||
| Transaction Reference | Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B | ||
| No. | Debtor Entity | DE File No. | Entity Type |
| 1 | Nexford Industrial Holdings Inc. | 5765432 | Delaware Corporation (Borrower) |
| 2 | Granite Peak NIH Holdings, LLC | 7234891 | Delaware LLC (Holdings) |
| 3 | Nexford Precision Components, Inc. | [To be confirmed] | Delaware Corporation (Subsidiary Guarantor) |
| 4 | Nexford Engineered Systems, LLC | [To be confirmed] | Delaware LLC (Subsidiary Guarantor) |
| 5 | Nexford Coatings & Surface Technologies, Inc. | [To be confirmed] | Delaware Corporation (Subsidiary Guarantor) |
| 6 | Nexford Properties, LLC | *[To be confirmed]* | Delaware LLC (Subsidiary Guarantor) |
| 7 | Nexford International Holdings, Inc. | [To be confirmed] | Delaware Corporation (Subsidiary Guarantor) |
| No. | Debtor Entity | Filing Office | Entity Type |
| 8 | Nexford Manufacturing Services, LLC | Illinois Secretary of State | Illinois LLC (Subsidiary Guarantor) |
| 9 | Clearfield Tool & Die, Inc. | Pennsylvania Department of State | Pennsylvania Corporation (Subsidiary Guarantor) |
| 10 | Summit Industrial Fabrication Co. | South Carolina Secretary of State | South Carolina Corporation (Subsidiary Guarantor) |
| 11 | Ridgepoint Specialty Coatings, LLC | Texas Secretary of State | Texas LLC (Subsidiary Guarantor) |
| 12 | Lakeshore Precision Engineering, Inc. | Michigan Department of State | Michigan Corporation (Subsidiary Guarantor) |
| 13 | [Reserved for additional entity, if any] | [To be confirmed] | [To be confirmed] |