1005-00002 · Granite Peak Capital Partners · Diligence

bring-down-dd-call-memo.docx DOCUMENT Capital Markets

6 / 12 ← → ✕

Contract analysis Extract to table

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — FOR INTERNAL USE ONLY

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 48th Floor New York, NY 10006

BRING-DOWN DUE DILIGENCE CALL MEMORANDUM

Matter No.: 1005-00002

Date of Memorandum: December 4, 2025

To: Jennifer Kwon, Responsible Partner, Capital Markets Theodore Langston, Billing Partner, Capital Markets

From: Eric Johannsen, Working Associate, Capital Markets

Reviewed By: Natasha Forbes, Lead Associate, Capital Markets

Re: Bring-Down Due Diligence Call — $150,000,000 Add-On Tap of 8.750% Senior Secured Notes due 2030 by Nexford Industrial Holdings Inc.

Client: Nexford Industrial Holdings Inc.

I. Purpose and Background

This memorandum summarizes the bring-down due diligence call (the "Call") conducted on December 4, 2025, in advance of the expected pricing on December 5, 2025, of additional 8.750% Senior Secured Notes due 2030 by Nexford Industrial Holdings Inc. The purpose of this memorandum is to document, for the internal files of Calderwood & Harkness LLP, the topics covered during the Call and the confirmations provided by management of the Issuer and other participants, and to provide a record supporting the firm's delivery of the 10b-5 negative assurance letter and legal opinion at the closing of the offering.

Nexford Industrial Holdings Inc. ("Nexford," the "Issuer," or the "Company"), a Delaware corporation headquartered at 2400 Commerce Parkway, Suite 800, Schaumburg, IL 60173, is issuing $150,000,000 in aggregate principal amount of additional 8.750% Senior Secured Notes due 2030 (the "Add-On Notes") as a further issuance under and pursuant to that certain Indenture, dated as of March 15, 2023 (as amended, supplemented, or otherwise modified from time to time, the "Original Indenture"), among Nexford, the subsidiary guarantors party thereto (collectively, the "Guarantors"), and Ridgeline Trust Company, N.A., as trustee (the "Trustee") and collateral agent (the "Collateral Agent"). The Add-On Notes will constitute part of a single class of securities with the existing $475,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2030 previously issued under the Original Indenture (the "Existing Notes"). Upon issuance of the Add-On Notes, the total aggregate outstanding principal amount of the 8.750% Senior Secured Notes due 2030 will be $625,000,000.

The Add-On Notes are being offered in a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A under the Securities Act and Regulation S under the Securities Act. Broadleaf Securities LLC is acting as lead initial purchaser and sole bookrunner, and Fieldstone Capital Markets, Inc. is acting as co-manager (together, the "Initial Purchasers").

The net proceeds of the offering of the Add-On Notes, based on estimated gross proceeds of approximately $152,250,000 (reflecting an anticipated issue price of 101.500% of par), are expected to be used as follows:

• Approximately $138,000,000 to fund the acquisition (the "Kessler Acquisition") of Kessler Precision Components, Inc. ("Kessler"), an Ohio corporation;

• Approximately $5,000,000 to pay estimated transaction fees and expenses (including underwriting discounts, legal fees, accounting fees, trustee fees, and other customary costs); and

• Approximately $9,250,000 for general corporate purposes.

The offering memorandum supplement (the "Offering Memorandum Supplement") is dated December 3, 2025 and supplements the offering memorandum dated March 15, 2023, with respect to the Existing Notes (together with the Offering Memorandum Supplement, the "Offering Memorandum"). The First Supplemental Indenture to the Original Indenture is expected to be executed on or about the pricing date, and the Purchase Agreement among the Issuer, the Guarantors, and the Initial Purchasers is expected to be executed at pricing on December 5, 2025, with delivery and settlement to occur on the closing date of December 10, 2025.

This memorandum is prepared solely for the internal files of Calderwood & Harkness LLP and is protected by the attorney-client privilege and the work product doctrine. It is not intended for distribution outside the firm and should not be provided to any third party without the express written consent of the responsible partner.

II. Call Details

A. Date and Time

The Call was held on December 4, 2025, commencing at approximately 10:00 a.m. Eastern Time. The Call was conducted by teleconference.

B. Participants

The following individuals participated in the Call:

Nexford Industrial Holdings Inc. (Issuer)

Granite Peak Capital Partners, LP (Private Equity Sponsor)

Calderwood & Harkness LLP (Issuer's Counsel)

Broadleaf Securities LLC (Lead Initial Purchaser / Bookrunner)

Whitmore & Stein LLP (Initial Purchasers' Counsel)

III. Summary of Topics Covered and Management Responses

Jennifer Kwon opened the Call by noting that the purpose of the bring-down due diligence session was to confirm, on the eve of expected pricing, the continued accuracy and completeness of the disclosures contained in the Offering Memorandum Supplement and to identify any developments or changes since the date of the most recent financial statements and the date of the Offering Memorandum Supplement that may be material to the offering. She further noted that the Call would follow the customary format for a bring-down due diligence session and that each management participant should respond fully and accurately to the questions posed. Each of the topics addressed during the Call, together with management's responses, is summarized below.

A. No Material Adverse Change Since Last Financial Statements

Jennifer Kwon opened the substantive portion of the Call by asking management whether any material adverse change in the business, operations, financial condition, earnings, or prospects of Nexford or any of the Guarantors had occurred since September 30, 2025, the date of the most recent financial statements included in the Offering Memorandum Supplement.

Sandra Okafor, Chief Financial Officer, confirmed that no material adverse change had occurred since September 30, 2025. Ms. Okafor stated that revenue and Adjusted EBITDA trends through November 2025 remain consistent with the last-twelve-month ("LTM") period ended September 30, 2025. She noted that for the LTM period ended September 30, 2025, Nexford reported LTM Revenue of approximately $1,280,000,000 and LTM Adjusted EBITDA of approximately $247,000,000, reflecting an EBITDA margin of approximately 19.3%. Ms. Okafor indicated that preliminary unaudited results for October and November 2025 are broadly in line with these trends and that there has been no material deterioration in any key financial metric.

Marcus DeLeon, Chief Executive Officer, confirmed that there were no material changes to the Company's operations, customer relationships, or business outlook since September 30, 2025. Mr. DeLeon stated that Nexford's business continues to operate in the ordinary course and that no material disruptions have occurred.

Ms. Okafor further confirmed that there have been no material changes to Nexford's accounting policies or practices since September 30, 2025, and that the Company's independent auditors, Meridian Ledger LLP, continue in their engagement without any qualification of or disagreement with Nexford's financial statements or accounting treatment.

B. Status of the Kessler Precision Components, Inc. Acquisition

Jennifer Kwon asked management to provide an update on the status of the Kessler Acquisition, including the current expected timeline for closing and whether any issues have arisen since the execution of the acquisition purchase agreement.

Raymond Chiu, General Counsel and Secretary, provided the following update. Mr. Chiu confirmed that the Stock Purchase Agreement (the "Kessler Purchase Agreement") for the acquisition of 100% of the issued and outstanding capital stock of Kessler Precision Components, Inc. ("Kessler"), an Ohio corporation headquartered at 1455 Innovation Boulevard, Dayton, OH 45402, was duly executed on November 15, 2025. The sellers under the Kessler Purchase Agreement are The Kessler Family Trust, which holds approximately 72% of Kessler's outstanding equity, and Northland Growth Equity Fund III, LP, which holds the remaining approximately 28%. The agreed purchase price for 100% of Kessler's equity is $138,000,000 in cash, with no rollover equity component. This purchase price represents an enterprise value multiple of approximately 6.0x Kessler's LTM EBITDA of approximately $23,000,000.

Mr. Chiu stated that the closing of the Kessler Acquisition is expected to occur on or about December 12, 2025, which is two business days following the expected settlement date of the Add-On Notes on December 10, 2025. The Kessler Purchase Agreement contains a financing condition that will be deemed satisfied upon the successful closing of the Add-On Notes offering. Mr. Chiu confirmed that, based on communications with Hargrove & Tilson LLP, counsel to the sellers (located in Dayton, OH), all seller-side closing conditions under the Kessler Purchase Agreement are expected to be satisfied on schedule, and the sellers have not indicated any intention to delay or not consummate the transaction.

Mr. Chiu further confirmed that a representation and warranty insurance policy has been bound with Atherton Specialty Insurance Co. The policy provides a limit of liability of $13,800,000 (representing approximately 10% of the enterprise value of the Kessler Acquisition) and carries a retention of $1,380,000. The policy is expected to incept upon the closing of the Kessler Acquisition.

Additionally, Mr. Chiu confirmed that Thomas Kessler, the President and Founder of Kessler, has executed all required ancillary agreements in connection with the Kessler Acquisition, including a non-competition and non-solicitation agreement with customary terms.

In response to a follow-up question from Jennifer Kwon regarding whether there had been any material adverse change in Kessler's business since the execution of the Kessler Purchase Agreement, Mr. Chiu confirmed that no such material adverse change has occurred. Kessler's LTM Revenue of approximately $115,000,000 remains on track, and operations continue in the ordinary course without disruption.

Mr. Chiu noted that, upon the consummation of the Kessler Acquisition, Kessler will be required to become a subsidiary guarantor under the Original Indenture within 30 days of the closing of the acquisition, pursuant to the after-acquired property covenant contained in Section 4.15 of the Original Indenture. Calderwood & Harkness LLP will coordinate with Nexford's in-house legal team to prepare the requisite joinder documentation and supplemental guaranty.

C. Representations and Warranties — Purchase Agreement

Robert Houghton of Whitmore & Stein LLP, counsel to the Initial Purchasers, asked management to confirm that all representations and warranties of the Issuer and the Guarantors contained in the Purchase Agreement (expected to be dated as of December 5, 2025, among Nexford, the Guarantors, Broadleaf Securities LLC, and Fieldstone Capital Markets, Inc.) remain true and correct in all material respects as of the date of the Call and are expected to remain true and correct in all material respects as of the expected closing date of December 10, 2025.

Sandra Okafor confirmed that, to her knowledge, all representations and warranties of the Issuer and the Guarantors contained in the draft Purchase Agreement, a substantially final form of which has been circulated to the parties, remain true and correct in all material respects as of the date of the Call. Ms. Okafor stated that she is not aware of any facts or circumstances that have arisen since the preparation and distribution of the draft Purchase Agreement that would render any representation or warranty contained therein inaccurate or misleading in any material respect.

Raymond Chiu likewise confirmed that, to his knowledge, all representations and warranties remain true and correct in all material respects, and he is not aware of any facts, circumstances, or developments that would cause any such representation or warranty to become inaccurate or misleading.

Marcus DeLeon confirmed the same from an operational perspective, stating that the business and operations of Nexford and the Guarantors have continued in the ordinary course consistent with past practice, and that nothing has come to his attention that would affect the accuracy of the representations and warranties in the Purchase Agreement.

D. Litigation — No Pending or Threatened Material Proceedings

Jennifer Kwon asked whether there is any pending or threatened litigation, arbitration, administrative proceeding, government investigation, or similar action against Nexford, any of the nine existing subsidiary guarantors, Nexford Parent Corp., or any of their respective directors or officers that would be material to Nexford or the Guarantors taken as a whole, or that would need to be disclosed in the Offering Memorandum Supplement.

Raymond Chiu confirmed that there are no pending or threatened material proceedings involving the Company, any Guarantor, Nexford Parent Corp., or any of their respective directors or officers. Mr. Chiu stated that no new litigation has been filed against, and no new threats of litigation have been received by, Nexford or any Guarantor since the preparation of the Offering Memorandum Supplement dated December 3, 2025. He noted that certain routine employment and commercial matters continue to arise in the ordinary course of business, but that such matters are not individually or in the aggregate material to the Company or the Guarantors taken as a whole, and would not require disclosure in the Offering Memorandum Supplement.

Mr. Chiu further confirmed that no governmental inquiry, investigation, or enforcement action has been received by or directed at Nexford or any Guarantor since the date of the Offering Memorandum Supplement, or, to his knowledge, is contemplated by any governmental authority.

E. No Undisclosed Material Liabilities

Natasha Forbes asked management to confirm that there are no material liabilities, contingent or otherwise, of Nexford, any Guarantor, or Nexford Parent Corp. that are not reflected in or reserved against in the financial statements included in the Offering Memorandum Supplement or otherwise disclosed therein.

Sandra Okafor confirmed that there are no undisclosed material liabilities, whether contingent or otherwise, of the Company, any Guarantor, or Nexford Parent Corp. Ms. Okafor stated that all material off-balance-sheet arrangements, contingencies, and commitments have been disclosed in the Offering Memorandum Supplement, including in the notes to the financial statements and the "Management's Discussion and Analysis" section.

David Altschuler, Treasurer, confirmed that there are no material tax liabilities or pending tax disputes involving Nexford, any Guarantor, or Nexford Parent Corp. that have not been disclosed in the Offering Memorandum Supplement. Mr. Altschuler noted that all material tax positions have been properly reserved and reflected in the financial statements.

F. ABL Facility — Availability and Compliance

James Winterbottom of Broadleaf Securities LLC asked for an update on the status of the Company's asset-based revolving credit facility (the "ABL Facility") with Lakefront National Bank, as administrative agent and collateral agent (the "ABL Agent"), including current borrowings, availability, and compliance with applicable covenants.

David Altschuler provided the following update regarding the ABL Facility:

Mr. Altschuler confirmed that the current availability of approximately $146,800,000 is calculated as the total commitment of $200,000,000 less outstanding borrowings of approximately $45,000,000 and outstanding letters of credit of approximately $8,200,000. He further confirmed that, subject to borrowing base availability, the Company has ample liquidity through the ABL Facility to meet its near-term operational requirements.

Mr. Altschuler confirmed that there are no defaults or events of default under the ABL Facility and that Nexford is in compliance with all covenants under the ABL Facility, including the springing fixed charge coverage ratio covenant (which is not currently triggered). No amendments, waivers, or modifications have been requested or are pending under the ABL Facility.

In response to a follow-up question from Natasha Forbes, Mr. Altschuler confirmed that the Intercreditor Agreement, dated as of March 15, 2023, between Ridgeline Trust Company, N.A., in its capacity as Collateral Agent under the Original Indenture, and Lakefront National Bank, in its capacity as ABL Agent under the ABL Facility, remains in full force and effect with no modifications, amendments, or supplements since its execution. The Intercreditor Agreement governs the relative priority of the liens securing the Senior Secured Notes and the ABL Facility, respectively.

G. Indenture Covenant Compliance — Pro Forma Basis

Jennifer Kwon asked management to confirm that, after giving pro forma effect to the issuance of the $150,000,000 Add-On Notes and the consummation of the Kessler Acquisition (and the application of the net proceeds thereof), Nexford is in compliance with the incurrence covenants under the Original Indenture, including the Fixed Charge Coverage Ratio incurrence test set forth in Section 4.09 of the Original Indenture, which requires a minimum Fixed Charge Coverage Ratio of 2.00 to 1.00.

Sandra Okafor confirmed that the Company is in compliance with all incurrence covenants under the Original Indenture on a pro forma basis after giving effect to the issuance of the Add-On Notes and the Kessler Acquisition. Ms. Okafor provided the following pro forma financial data in support of her confirmation:

• Pro forma Adjusted EBITDA (combined): approximately $270,000,000, consisting of Nexford LTM Adjusted EBITDA of approximately $247,000,000 plus Kessler LTM Adjusted EBITDA of approximately $23,000,000.

• The Add-On Notes are being incurred under the ratio basket in Section 4.09(a) of the Original Indenture, and not under the general Permitted Indebtedness basket (which permits the greater of $75,000,000 and 12.5% of Total Assets, as defined in the Original Indenture).

• Pro forma total debt: approximately $980,000,000, consisting of approximately $830,000,000 of pre-deal total debt (including the Existing Notes, ABL borrowings, and other indebtedness) plus the $150,000,000 Add-On Notes.

• Pro forma total net leverage: approximately 4.1x on an unadjusted EBITDA basis (calculated as approximately $918,750,000 of pro forma net debt divided by approximately $225,000,000 of unadjusted EBITDA), and approximately 3.4x on an adjusted EBITDA basis (calculated as approximately $918,750,000 of pro forma net debt divided by approximately $270,000,000 of pro forma Adjusted EBITDA).

• Pro forma secured net leverage: approximately 2.7x on an unadjusted EBITDA basis and approximately 2.25x on an adjusted EBITDA basis.

Ms. Okafor confirmed that the pro forma Fixed Charge Coverage Ratio exceeds the 2.00x minimum threshold required under the incurrence test.

Ms. Okafor and Mr. Altschuler further confirmed that no Event of Default or Default (each as defined in the Original Indenture) has occurred and is continuing under the Original Indenture as of the date of the Call.

Ms. Okafor and Mr. Altschuler also confirmed that the Restricted Payments basket under Section 4.07 of the Original Indenture (the greater of $60,000,000 and 10% of Total Assets) has not been exceeded, and that Nexford has not made any Restricted Payments that are not otherwise permitted under the terms of the Original Indenture.

H. Environmental, Regulatory, and Labor Matters

Natasha Forbes asked management for updates on any environmental, regulatory, or labor developments since the date of the Offering Memorandum Supplement that may be material to the Company or the Guarantors or that may require disclosure.

Raymond Chiu confirmed the following:

• Environmental: No new environmental remediation orders, notices of violation, or investigations have been received by or directed at Nexford or any Guarantor since the date of the Offering Memorandum Supplement. All existing environmental matters previously disclosed remain within the scope of the disclosures contained in the Offering Memorandum Supplement.

• Regulatory Approvals and Permits: There have been no changes in material permits, licenses, or regulatory approvals held by Nexford or any Guarantor. All such permits and licenses remain in full force and effect.

• Occupational Health and Safety: No new citations from the Occupational Safety and Health Administration ("OSHA") or any equivalent state agency have been issued to the Company or any Guarantor, and no material workplace safety incidents have occurred since the date of the Offering Memorandum Supplement.

• Labor and Employment: There are no pending or threatened union organizing campaigns at any facility of Nexford or any Guarantor. No collective bargaining agreements to which Nexford or any Guarantor is a party are expiring within the next six months.

• Regulatory Environment: There have been no material changes in the regulatory environment affecting Nexford's primary end markets, including aerospace, defense, and energy. All government contracts and security clearances held by Nexford and the Guarantors remain in good standing, and no debarment, suspension, or exclusion proceedings have been initiated or are pending.

Marcus DeLeon confirmed that he is not aware of any pending or expected material regulatory changes that could adversely affect the business, operations, or financial condition of the Company or the Guarantors.

I. Material Customer and Supplier Matters

Angela Moretti of Broadleaf Securities LLC asked whether there have been any changes in Nexford's material customer or supplier relationships since September 30, 2025, or any loss of, or material change in terms with, any significant customer or supplier.

Marcus DeLeon provided the following confirmations:

• No loss of any material customer or supplier has occurred since September 30, 2025. All relationships with the Company's top ten customers (by revenue) and top ten suppliers (by spend) remain intact and in good standing.

• No material renegotiation of terms with any top customer or supplier has occurred, and no such renegotiation is currently pending or anticipated.

• No material supply chain disruptions have been experienced by the Company or any Guarantor since September 30, 2025.

• The Company's backlog and order pipeline remain consistent with historical trends, and Mr. DeLeon is not aware of any pending or expected changes that would result in a material deviation from such trends.

• With respect to Kessler specifically, Mr. DeLeon noted that Kessler's customer and supplier relationships remain stable, and no material customer or supplier of Kessler has indicated an intention to terminate or materially alter its relationship with Kessler following the change of control that will result from the consummation of the Kessler Acquisition.

J. Additional Questions from Initial Purchasers' Counsel

Robert Houghton of Whitmore & Stein LLP asked whether Nexford or any Guarantor has entered into any material agreements, amendments, or modifications since the date of the Offering Memorandum Supplement that have not been previously disclosed to the Initial Purchasers or their counsel.

Raymond Chiu confirmed that no such material agreements, amendments, or modifications have been entered into by the Company or any Guarantor since the date of the Offering Memorandum Supplement. Mr. Chiu noted that all material contracts of the Company and the Guarantors have been made available to the Initial Purchasers' counsel in connection with their due diligence review and are reflected in the disclosures contained in the Offering Memorandum Supplement.

Diana Castillo of Whitmore & Stein LLP asked whether there have been any changes to the capitalization or equity ownership of Nexford since September 30, 2025.

Raymond Chiu confirmed that there have been no changes to the capitalization or equity ownership of the Company since September 30, 2025. Granite Peak Capital Fund V, LP continues to hold approximately 82% of the equity interests in Nexford indirectly through its ownership of Nexford Parent Corp., with the remaining approximately 18% held by members of the Company's management team and certain co-investors. No equity issuances, repurchases, or transfers have occurred.

Robert Houghton asked whether any ERISA or employee benefit plan matters have arisen since the date of the Offering Memorandum Supplement, including any prohibited transactions, plan terminations, or funding deficiencies with respect to any defined benefit plan.

Sandra Okafor confirmed that no ERISA or employee benefit plan matters have arisen since the date of the Offering Memorandum Supplement. Ms. Okafor stated that all employee benefit plans sponsored by the Company or any ERISA Affiliate are in compliance in all material respects with the requirements of ERISA, the Internal Revenue Code, and applicable law, and that no prohibited transactions, plan terminations, or funding deficiencies have occurred.

IV. Management Confirmations — Summary

At the conclusion of the substantive discussion, Jennifer Kwon asked each member of the Company's management team present on the Call to affirmatively confirm each of the matters addressed during the Call. Management of Nexford (Marcus DeLeon, Sandra Okafor, Raymond Chiu, and David Altschuler) each affirmatively confirmed, without qualification, each of the following items:

1. No Material Adverse Change. No material adverse change in the business, operations, financial condition, earnings, or prospects of Nexford or any Guarantor has occurred since September 30, 2025.

2. Kessler Acquisition Status. The Kessler Acquisition remains on track for closing on or about December 12, 2025, and all conditions to closing under the Kessler Purchase Agreement are expected to be satisfied on schedule.

3. Representations and Warranties. All representations and warranties of the Issuer and the Guarantors in the Purchase Agreement remain true and correct in all material respects as of the date of the Call and are expected to remain so as of the expected closing date of December 10, 2025.

4. No Material Litigation. There are no pending or threatened material litigation proceedings, arbitrations, administrative proceedings, governmental investigations, or similar actions against Nexford, any Guarantor, Nexford Parent Corp., or any of their respective directors or officers.

5. No Undisclosed Material Liabilities. There are no material liabilities, contingent or otherwise, of Nexford, any Guarantor, or Nexford Parent Corp. that are not reflected in or reserved against in the financial statements included in the Offering Memorandum Supplement or otherwise disclosed therein.

6. ABL Facility. Current availability under the ABL Facility is approximately $146,800,000, and the Company is in compliance with all covenants under the ABL Facility with no defaults or events of default.

7. Indenture Covenant Compliance. After giving pro forma effect to the issuance of the Add-On Notes and the Kessler Acquisition, the Company is in compliance with all incurrence covenants under the Original Indenture, including the 2.00x Fixed Charge Coverage Ratio incurrence test.

8. Environmental, Regulatory, and Labor Matters. There have been no material environmental, regulatory, or labor developments since the date of the Offering Memorandum Supplement.

9. Customer and Supplier Relationships. There have been no material changes to customer or supplier relationships since September 30, 2025.

10. No Undisclosed Material Agreements, Capitalization Changes, or ERISA Issues. No undisclosed material agreements have been entered into, no changes to capitalization or equity ownership have occurred, and no ERISA or employee benefit plan matters have arisen since the date of the Offering Memorandum Supplement.

Catherine Briggs, Vice President of Granite Peak Capital Partners, LP, the private equity sponsor of the Company, confirmed from the sponsor's perspective that she is not aware of any facts or circumstances inconsistent with the confirmations provided by management during the Call.

V. Offering Memorandum Supplement — Confirmation of Accuracy

Jennifer Kwon asked management to confirm that the Offering Memorandum Supplement dated December 3, 2025 does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Marcus DeLeon confirmed that, to his knowledge, the Offering Memorandum Supplement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Mr. DeLeon stated that the descriptions of the Company's business, operations, and strategy contained in the Offering Memorandum Supplement are accurate and complete in all material respects.

Sandra Okafor confirmed that, to her knowledge, the financial information and other financial disclosures contained in the Offering Memorandum Supplement are accurate and complete in all material respects, and do not contain any material misstatement or omission.

Raymond Chiu confirmed that, to his knowledge, the legal and regulatory disclosures contained in the Offering Memorandum Supplement, including the descriptions of the terms of the Add-On Notes, the Original Indenture, the collateral arrangements, and the Company's material contracts and legal proceedings, are accurate and complete in all material respects.

Each of Mr. DeLeon, Ms. Okafor, and Mr. Chiu further confirmed that no events have occurred since the date of the Offering Memorandum Supplement that would require any supplement or amendment thereto.

VI. Next Steps and Timeline

Jennifer Kwon summarized the expected timeline for the remainder of the transaction as follows:

Upon expiration of the 40-day Regulation S distribution compliance period on January 19, 2026, the Add-On Notes (bearing temporary CUSIPs 65438T AB3 (Rule 144A) and U65438 AB5 (Regulation S)) will become fungible with the Existing Notes (bearing CUSIPs 65438T AA5 (Rule 144A) and U65438 AA7 (Regulation S)).

An Officers' Certificate is expected to be executed by Sandra Okafor and Raymond Chiu at closing on December 10, 2025, certifying, among other things, all of the foregoing matters addressed during the Call, including the accuracy of the representations and warranties, the absence of any material adverse change, compliance with the incurrence covenants, and the absence of any default or event of default under the Original Indenture.

Calderwood & Harkness LLP will deliver its legal opinion and 10b-5 negative assurance letter at closing on December 10, 2025, addressed to the Initial Purchasers, covering the matters customarily addressed in such opinions and letters in connection with a Rule 144A/Regulation S offering of high yield debt securities.

VII. Conclusion and File Note

The Call concluded at approximately 11:15 a.m. Eastern Time on December 4, 2025.

No issues were raised during the Call that would be material to the offering of the Add-On Notes or the issuance of the legal opinion or 10b-5 negative assurance letter at closing. All confirmations were given affirmatively and without qualification by each member of the Company's management team present on the Call, and by the representative of the private equity sponsor.

Based on the Call and the confirmations received, there are no matters that, in the judgment of the undersigned, would preclude the issuance by Calderwood & Harkness LLP of the 10b-5 negative assurance letter or the legal opinion at the closing of the offering on December 10, 2025, subject to the satisfaction of all other closing conditions and the completion of all other customary diligence procedures.

This memorandum has been prepared by Eric Johannsen and reviewed by Natasha Forbes for the internal files of Calderwood & Harkness LLP in connection with matter no. 1005-00002. This memorandum is protected by the attorney-client privilege and the work product doctrine and should not be distributed outside the firm without the prior written consent of the responsible partner, Jennifer Kwon.

Prepared by:

________________________________________

Eric Johannsen Working Associate, Capital Markets Calderwood & Harkness LLP

Date: December 4, 2025

Reviewed by:

________________________________________

Natasha Forbes Lead Associate, Capital Markets Calderwood & Harkness LLP

Date: December 4, 2025

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — FOR INTERNAL USE ONLY Calderwood & Harkness LLP — Matter No. 1005-00002

Name	Title
Marcus DeLeon	Chief Executive Officer
Sandra Okafor	Chief Financial Officer
Raymond Chiu	General Counsel & Secretary
David Altschuler	Treasurer
Name	Title
Catherine Briggs	Vice President
Name	Title
Jennifer Kwon	Responsible Partner, Capital Markets
Natasha Forbes	Lead Associate, Capital Markets
Eric Johannsen	Working Associate, Capital Markets (prepared this memorandum)
Name	Title
Angela Moretti	Managing Director, Investment Banking
James Winterbottom	Director, High Yield Capital Markets
Name	Title
Robert Houghton	Partner
Diana Castillo	Associate
ABL Facility Metric	Amount
Total ABL Commitment	$200,000,000
Outstanding Borrowings (as of Call date)	Approximately $45,000,000
Outstanding Letters of Credit	Approximately $8,200,000
Current Availability	Approximately $146,800,000
Maturity Date	September 15, 2027
Milestone	Expected Date
Pricing of Add-On Notes	December 5, 2025

Closing and Settlement of Add-On Notes	December 10, 2025 (T+3 business days from pricing)
Closing of Kessler Acquisition	December 12, 2025
Expiration of 40-Day Reg S Distribution Compliance Period	January 19, 2026
Exchange Offer Registration Statement Effectiveness Deadline	December 10, 2026 (365 days from closing)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — FOR INTERNAL USE ONLY
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 48th Floor New York, NY 10006
BRING-DOWN DUE DILIGENCE CALL MEMORANDUM
Matter No.: 1005-00002
Date of Memorandum: December 4, 2025
To: Jennifer Kwon, Responsible Partner, Capital Markets Theodore Langston, Billing Partner, Capital Markets
From: Eric Johannsen, Working Associate, Capital Markets
Reviewed By: Natasha Forbes, Lead Associate, Capital Markets
Re: Bring-Down Due Diligence Call — $150,000,000 Add-On Tap of 8.750% Senior Secured Notes due 2030 by Nexford Industrial Holdings Inc.
Client: Nexford Industrial Holdings Inc.
I. Purpose and Background
This memorandum summarizes the bring-down due diligence call (the "Call") conducted on December 4, 2025, in advance of the expected pricing on December 5, 2025, of additional 8.750% Senior Secured Notes due 2030 by Nexford Industrial Holdings Inc. The purpose of this memorandum is to document, for the internal files of Calderwood & Harkness LLP, the topics covered during the Call and the confirmations provided by management of the Issuer and other participants, and to provide a record supporting the firm's delivery of the 10b-5 negative assurance letter and legal opinion at the closing of the offering.
Nexford Industrial Holdings Inc. ("Nexford," the "Issuer," or the "Company"), a Delaware corporation headquartered at 2400 Commerce Parkway, Suite 800, Schaumburg, IL 60173, is issuing $150,000,000 in aggregate principal amount of additional 8.750% Senior Secured Notes due 2030 (the "Add-On Notes") as a further issuance under and pursuant to that certain Indenture, dated as of March 15, 2023 (as amended, supplemented, or otherwise modified from time to time, the "Original Indenture"), among Nexford, the subsidiary guarantors party thereto (collectively, the "Guarantors"), and Ridgeline Trust Company, N.A., as trustee (the "Trustee") and collateral agent (the "Collateral Agent"). The Add-On Notes will constitute part of a single class of securities with the existing $475,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2030 previously issued under the Original Indenture (the "Existing Notes"). Upon issuance of the Add-On Notes, the total aggregate outstanding principal amount of the 8.750% Senior Secured Notes due 2030 will be $625,000,000.
The Add-On Notes are being offered in a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A under the Securities Act and Regulation S under the Securities Act. Broadleaf Securities LLC is acting as lead initial purchaser and sole bookrunner, and Fieldstone Capital Markets, Inc. is acting as co-manager (together, the "Initial Purchasers").
The net proceeds of the offering of the Add-On Notes, based on estimated gross proceeds of approximately $152,250,000 (reflecting an anticipated issue price of 101.500% of par), are expected to be used as follows:
•  Approximately $138,000,000 to fund the acquisition (the "Kessler Acquisition") of Kessler Precision Components, Inc. ("Kessler"), an Ohio corporation;
•  Approximately $5,000,000 to pay estimated transaction fees and expenses (including underwriting discounts, legal fees, accounting fees, trustee fees, and other customary costs); and
•  Approximately $9,250,000 for general corporate purposes.
The offering memorandum supplement (the "Offering Memorandum Supplement") is dated December 3, 2025 and supplements the offering memorandum dated March 15, 2023, with respect to the Existing Notes (together with the Offering Memorandum Supplement, the "Offering Memorandum"). The First Supplemental Indenture to the Original Indenture is expected to be executed on or about the pricing date, and the Purchase Agreement among the Issuer, the Guarantors, and the Initial Purchasers is expected to be executed at pricing on December 5, 2025, with delivery and settlement to occur on the closing date of December 10, 2025.
This memorandum is prepared solely for the internal files of Calderwood & Harkness LLP and is protected by the attorney-client privilege and the work product doctrine. It is not intended for distribution outside the firm and should not be provided to any third party without the express written consent of the responsible partner.
II. Call Details
A. Date and Time
The Call was held on December 4, 2025, commencing at approximately 10:00 a.m. Eastern Time. The Call was conducted by teleconference.
B. Participants
The following individuals participated in the Call:
Nexford Industrial Holdings Inc. (Issuer)
Granite Peak Capital Partners, LP (Private Equity Sponsor)
Calderwood & Harkness LLP (Issuer's Counsel)
Broadleaf Securities LLC (Lead Initial Purchaser / Bookrunner)
Whitmore & Stein LLP (Initial Purchasers' Counsel)
III. Summary of Topics Covered and Management Responses
Jennifer Kwon opened the Call by noting that the purpose of the bring-down due diligence session was to confirm, on the eve of expected pricing, the continued accuracy and completeness of the disclosures contained in the Offering Memorandum Supplement and to identify any developments or changes since the date of the most recent financial statements and the date of the Offering Memorandum Supplement that may be material to the offering. She further noted that the Call would follow the customary format for a bring-down due diligence session and that each management participant should respond fully and accurately to the questions posed. Each of the topics addressed during the Call, together with management's responses, is summarized below.
A. No Material Adverse Change Since Last Financial Statements
Jennifer Kwon opened the substantive portion of the Call by asking management whether any material adverse change in the business, operations, financial condition, earnings, or prospects of Nexford or any of the Guarantors had occurred since September 30, 2025, the date of the most recent financial statements included in the Offering Memorandum Supplement.
Sandra Okafor, Chief Financial Officer, confirmed that no material adverse change had occurred since September 30, 2025. Ms. Okafor stated that revenue and Adjusted EBITDA trends through November 2025 remain consistent with the last-twelve-month ("LTM") period ended September 30, 2025. She noted that for the LTM period ended September 30, 2025, Nexford reported LTM Revenue of approximately $1,280,000,000 and LTM Adjusted EBITDA of approximately $247,000,000, reflecting an EBITDA margin of approximately 19.3%. Ms. Okafor indicated that preliminary unaudited results for October and November 2025 are broadly in line with these trends and that there has been no material deterioration in any key financial metric.
Marcus DeLeon, Chief Executive Officer, confirmed that there were no material changes to the Company's operations, customer relationships, or business outlook since September 30, 2025. Mr. DeLeon stated that Nexford's business continues to operate in the ordinary course and that no material disruptions have occurred.
Ms. Okafor further confirmed that there have been no material changes to Nexford's accounting policies or practices since September 30, 2025, and that the Company's independent auditors, Meridian Ledger LLP, continue in their engagement without any qualification of or disagreement with Nexford's financial statements or accounting treatment.
B. Status of the Kessler Precision Components, Inc. Acquisition
Jennifer Kwon asked management to provide an update on the status of the Kessler Acquisition, including the current expected timeline for closing and whether any issues have arisen since the execution of the acquisition purchase agreement.
Raymond Chiu, General Counsel and Secretary, provided the following update. Mr. Chiu confirmed that the Stock Purchase Agreement (the "Kessler Purchase Agreement") for the acquisition of 100% of the issued and outstanding capital stock of Kessler Precision Components, Inc. ("Kessler"), an Ohio corporation headquartered at 1455 Innovation Boulevard, Dayton, OH 45402, was duly executed on November 15, 2025. The sellers under the Kessler Purchase Agreement are The Kessler Family Trust, which holds approximately 72% of Kessler's outstanding equity, and Northland Growth Equity Fund III, LP, which holds the remaining approximately 28%. The agreed purchase price for 100% of Kessler's equity is $138,000,000 in cash, with no rollover equity component. This purchase price represents an enterprise value multiple of approximately 6.0x Kessler's LTM EBITDA of approximately $23,000,000.
Mr. Chiu stated that the closing of the Kessler Acquisition is expected to occur on or about December 12, 2025, which is two business days following the expected settlement date of the Add-On Notes on December 10, 2025. The Kessler Purchase Agreement contains a financing condition that will be deemed satisfied upon the successful closing of the Add-On Notes offering. Mr. Chiu confirmed that, based on communications with Hargrove & Tilson LLP, counsel to the sellers (located in Dayton, OH), all seller-side closing conditions under the Kessler Purchase Agreement are expected to be satisfied on schedule, and the sellers have not indicated any intention to delay or not consummate the transaction.
Mr. Chiu further confirmed that a representation and warranty insurance policy has been bound with Atherton Specialty Insurance Co. The policy provides a limit of liability of $13,800,000 (representing approximately 10% of the enterprise value of the Kessler Acquisition) and carries a retention of $1,380,000. The policy is expected to incept upon the closing of the Kessler Acquisition.
Additionally, Mr. Chiu confirmed that Thomas Kessler, the President and Founder of Kessler, has executed all required ancillary agreements in connection with the Kessler Acquisition, including a non-competition and non-solicitation agreement with customary terms.
In response to a follow-up question from Jennifer Kwon regarding whether there had been any material adverse change in Kessler's business since the execution of the Kessler Purchase Agreement, Mr. Chiu confirmed that no such material adverse change has occurred. Kessler's LTM Revenue of approximately $115,000,000 remains on track, and operations continue in the ordinary course without disruption.
Mr. Chiu noted that, upon the consummation of the Kessler Acquisition, Kessler will be required to become a subsidiary guarantor under the Original Indenture within 30 days of the closing of the acquisition, pursuant to the after-acquired property covenant contained in Section 4.15 of the Original Indenture. Calderwood & Harkness LLP will coordinate with Nexford's in-house legal team to prepare the requisite joinder documentation and supplemental guaranty.
C. Representations and Warranties — Purchase Agreement
Robert Houghton of Whitmore & Stein LLP, counsel to the Initial Purchasers, asked management to confirm that all representations and warranties of the Issuer and the Guarantors contained in the Purchase Agreement (expected to be dated as of December 5, 2025, among Nexford, the Guarantors, Broadleaf Securities LLC, and Fieldstone Capital Markets, Inc.) remain true and correct in all material respects as of the date of the Call and are expected to remain true and correct in all material respects as of the expected closing date of December 10, 2025.
Sandra Okafor confirmed that, to her knowledge, all representations and warranties of the Issuer and the Guarantors contained in the draft Purchase Agreement, a substantially final form of which has been circulated to the parties, remain true and correct in all material respects as of the date of the Call. Ms. Okafor stated that she is not aware of any facts or circumstances that have arisen since the preparation and distribution of the draft Purchase Agreement that would render any representation or warranty contained therein inaccurate or misleading in any material respect.
Raymond Chiu likewise confirmed that, to his knowledge, all representations and warranties remain true and correct in all material respects, and he is not aware of any facts, circumstances, or developments that would cause any such representation or warranty to become inaccurate or misleading.
Marcus DeLeon confirmed the same from an operational perspective, stating that the business and operations of Nexford and the Guarantors have continued in the ordinary course consistent with past practice, and that nothing has come to his attention that would affect the accuracy of the representations and warranties in the Purchase Agreement.
D. Litigation — No Pending or Threatened Material Proceedings
Jennifer Kwon asked whether there is any pending or threatened litigation, arbitration, administrative proceeding, government investigation, or similar action against Nexford, any of the nine existing subsidiary guarantors, Nexford Parent Corp., or any of their respective directors or officers that would be material to Nexford or the Guarantors taken as a whole, or that would need to be disclosed in the Offering Memorandum Supplement.
Raymond Chiu confirmed that there are no pending or threatened material proceedings involving the Company, any Guarantor, Nexford Parent Corp., or any of their respective directors or officers. Mr. Chiu stated that no new litigation has been filed against, and no new threats of litigation have been received by, Nexford or any Guarantor since the preparation of the Offering Memorandum Supplement dated December 3, 2025. He noted that certain routine employment and commercial matters continue to arise in the ordinary course of business, but that such matters are not individually or in the aggregate material to the Company or the Guarantors taken as a whole, and would not require disclosure in the Offering Memorandum Supplement.
Mr. Chiu further confirmed that no governmental inquiry, investigation, or enforcement action has been received by or directed at Nexford or any Guarantor since the date of the Offering Memorandum Supplement, or, to his knowledge, is contemplated by any governmental authority.
E. No Undisclosed Material Liabilities
Natasha Forbes asked management to confirm that there are no material liabilities, contingent or otherwise, of Nexford, any Guarantor, or Nexford Parent Corp. that are not reflected in or reserved against in the financial statements included in the Offering Memorandum Supplement or otherwise disclosed therein.
Sandra Okafor confirmed that there are no undisclosed material liabilities, whether contingent or otherwise, of the Company, any Guarantor, or Nexford Parent Corp. Ms. Okafor stated that all material off-balance-sheet arrangements, contingencies, and commitments have been disclosed in the Offering Memorandum Supplement, including in the notes to the financial statements and the "Management's Discussion and Analysis" section.
David Altschuler, Treasurer, confirmed that there are no material tax liabilities or pending tax disputes involving Nexford, any Guarantor, or Nexford Parent Corp. that have not been disclosed in the Offering Memorandum Supplement. Mr. Altschuler noted that all material tax positions have been properly reserved and reflected in the financial statements.
F. ABL Facility — Availability and Compliance
James Winterbottom of Broadleaf Securities LLC asked for an update on the status of the Company's asset-based revolving credit facility (the "ABL Facility") with Lakefront National Bank, as administrative agent and collateral agent (the "ABL Agent"), including current borrowings, availability, and compliance with applicable covenants.
David Altschuler provided the following update regarding the ABL Facility:
Mr. Altschuler confirmed that the current availability of approximately $146,800,000 is calculated as the total commitment of $200,000,000 less outstanding borrowings of approximately $45,000,000 and outstanding letters of credit of approximately $8,200,000. He further confirmed that, subject to borrowing base availability, the Company has ample liquidity through the ABL Facility to meet its near-term operational requirements.
Mr. Altschuler confirmed that there are no defaults or events of default under the ABL Facility and that Nexford is in compliance with all covenants under the ABL Facility, including the springing fixed charge coverage ratio covenant (which is not currently triggered). No amendments, waivers, or modifications have been requested or are pending under the ABL Facility.
In response to a follow-up question from Natasha Forbes, Mr. Altschuler confirmed that the Intercreditor Agreement, dated as of March 15, 2023, between Ridgeline Trust Company, N.A., in its capacity as Collateral Agent under the Original Indenture, and Lakefront National Bank, in its capacity as ABL Agent under the ABL Facility, remains in full force and effect with no modifications, amendments, or supplements since its execution. The Intercreditor Agreement governs the relative priority of the liens securing the Senior Secured Notes and the ABL Facility, respectively.
G. Indenture Covenant Compliance — Pro Forma Basis
Jennifer Kwon asked management to confirm that, after giving pro forma effect to the issuance of the $150,000,000 Add-On Notes and the consummation of the Kessler Acquisition (and the application of the net proceeds thereof), Nexford is in compliance with the incurrence covenants under the Original Indenture, including the Fixed Charge Coverage Ratio incurrence test set forth in Section 4.09 of the Original Indenture, which requires a minimum Fixed Charge Coverage Ratio of 2.00 to 1.00.
Sandra Okafor confirmed that the Company is in compliance with all incurrence covenants under the Original Indenture on a pro forma basis after giving effect to the issuance of the Add-On Notes and the Kessler Acquisition. Ms. Okafor provided the following pro forma financial data in support of her confirmation:
•  Pro forma Adjusted EBITDA (combined): approximately $270,000,000, consisting of Nexford LTM Adjusted EBITDA of approximately $247,000,000 plus Kessler LTM Adjusted EBITDA of approximately $23,000,000.
•  The Add-On Notes are being incurred under the ratio basket in Section 4.09(a) of the Original Indenture, and not under the general Permitted Indebtedness basket (which permits the greater of $75,000,000 and 12.5% of Total Assets, as defined in the Original Indenture).
•  Pro forma total debt: approximately $980,000,000, consisting of approximately $830,000,000 of pre-deal total debt (including the Existing Notes, ABL borrowings, and other indebtedness) plus the $150,000,000 Add-On Notes.
•  Pro forma total net leverage: approximately 4.1x on an unadjusted EBITDA basis (calculated as approximately $918,750,000 of pro forma net debt divided by approximately $225,000,000 of unadjusted EBITDA), and approximately 3.4x on an adjusted EBITDA basis (calculated as approximately $918,750,000 of pro forma net debt divided by approximately $270,000,000 of pro forma Adjusted EBITDA).
•  Pro forma secured net leverage: approximately 2.7x on an unadjusted EBITDA basis and approximately 2.25x on an adjusted EBITDA basis.
Ms. Okafor confirmed that the pro forma Fixed Charge Coverage Ratio exceeds the 2.00x minimum threshold required under the incurrence test.
Ms. Okafor and Mr. Altschuler further confirmed that no Event of Default or Default (each as defined in the Original Indenture) has occurred and is continuing under the Original Indenture as of the date of the Call.
Ms. Okafor and Mr. Altschuler also confirmed that the Restricted Payments basket under Section 4.07 of the Original Indenture (the greater of $60,000,000 and 10% of Total Assets) has not been exceeded, and that Nexford has not made any Restricted Payments that are not otherwise permitted under the terms of the Original Indenture.
H. Environmental, Regulatory, and Labor Matters
Natasha Forbes asked management for updates on any environmental, regulatory, or labor developments since the date of the Offering Memorandum Supplement that may be material to the Company or the Guarantors or that may require disclosure.
Raymond Chiu confirmed the following:
•  Environmental: No new environmental remediation orders, notices of violation, or investigations have been received by or directed at Nexford or any Guarantor since the date of the Offering Memorandum Supplement. All existing environmental matters previously disclosed remain within the scope of the disclosures contained in the Offering Memorandum Supplement.
•  Regulatory Approvals and Permits: There have been no changes in material permits, licenses, or regulatory approvals held by Nexford or any Guarantor. All such permits and licenses remain in full force and effect.
•  Occupational Health and Safety: No new citations from the Occupational Safety and Health Administration ("OSHA") or any equivalent state agency have been issued to the Company or any Guarantor, and no material workplace safety incidents have occurred since the date of the Offering Memorandum Supplement.
•  Labor and Employment: There are no pending or threatened union organizing campaigns at any facility of Nexford or any Guarantor. No collective bargaining agreements to which Nexford or any Guarantor is a party are expiring within the next six months.
•  Regulatory Environment: There have been no material changes in the regulatory environment affecting Nexford's primary end markets, including aerospace, defense, and energy. All government contracts and security clearances held by Nexford and the Guarantors remain in good standing, and no debarment, suspension, or exclusion proceedings have been initiated or are pending.
Marcus DeLeon confirmed that he is not aware of any pending or expected material regulatory changes that could adversely affect the business, operations, or financial condition of the Company or the Guarantors.
I. Material Customer and Supplier Matters
Angela Moretti of Broadleaf Securities LLC asked whether there have been any changes in Nexford's material customer or supplier relationships since September 30, 2025, or any loss of, or material change in terms with, any significant customer or supplier.
Marcus DeLeon provided the following confirmations:
•  No loss of any material customer or supplier has occurred since September 30, 2025. All relationships with the Company's top ten customers (by revenue) and top ten suppliers (by spend) remain intact and in good standing.
•  No material renegotiation of terms with any top customer or supplier has occurred, and no such renegotiation is currently pending or anticipated.
•  No material supply chain disruptions have been experienced by the Company or any Guarantor since September 30, 2025.
•  The Company's backlog and order pipeline remain consistent with historical trends, and Mr. DeLeon is not aware of any pending or expected changes that would result in a material deviation from such trends.
•  With respect to Kessler specifically, Mr. DeLeon noted that Kessler's customer and supplier relationships remain stable, and no material customer or supplier of Kessler has indicated an intention to terminate or materially alter its relationship with Kessler following the change of control that will result from the consummation of the Kessler Acquisition.
J. Additional Questions from Initial Purchasers' Counsel
Robert Houghton of Whitmore & Stein LLP asked whether Nexford or any Guarantor has entered into any material agreements, amendments, or modifications since the date of the Offering Memorandum Supplement that have not been previously disclosed to the Initial Purchasers or their counsel.
Raymond Chiu confirmed that no such material agreements, amendments, or modifications have been entered into by the Company or any Guarantor since the date of the Offering Memorandum Supplement. Mr. Chiu noted that all material contracts of the Company and the Guarantors have been made available to the Initial Purchasers' counsel in connection with their due diligence review and are reflected in the disclosures contained in the Offering Memorandum Supplement.
Diana Castillo of Whitmore & Stein LLP asked whether there have been any changes to the capitalization or equity ownership of Nexford since September 30, 2025.
Raymond Chiu confirmed that there have been no changes to the capitalization or equity ownership of the Company since September 30, 2025. Granite Peak Capital Fund V, LP continues to hold approximately 82% of the equity interests in Nexford indirectly through its ownership of Nexford Parent Corp., with the remaining approximately 18% held by members of the Company's management team and certain co-investors. No equity issuances, repurchases, or transfers have occurred.
Robert Houghton asked whether any ERISA or employee benefit plan matters have arisen since the date of the Offering Memorandum Supplement, including any prohibited transactions, plan terminations, or funding deficiencies with respect to any defined benefit plan.
Sandra Okafor confirmed that no ERISA or employee benefit plan matters have arisen since the date of the Offering Memorandum Supplement. Ms. Okafor stated that all employee benefit plans sponsored by the Company or any ERISA Affiliate are in compliance in all material respects with the requirements of ERISA, the Internal Revenue Code, and applicable law, and that no prohibited transactions, plan terminations, or funding deficiencies have occurred.
IV. Management Confirmations — Summary
At the conclusion of the substantive discussion, Jennifer Kwon asked each member of the Company's management team present on the Call to affirmatively confirm each of the matters addressed during the Call. Management of Nexford (Marcus DeLeon, Sandra Okafor, Raymond Chiu, and David Altschuler) each affirmatively confirmed, without qualification, each of the following items:
1.  No Material Adverse Change. No material adverse change in the business, operations, financial condition, earnings, or prospects of Nexford or any Guarantor has occurred since September 30, 2025.
2.  Kessler Acquisition Status. The Kessler Acquisition remains on track for closing on or about December 12, 2025, and all conditions to closing under the Kessler Purchase Agreement are expected to be satisfied on schedule.
3.  Representations and Warranties. All representations and warranties of the Issuer and the Guarantors in the Purchase Agreement remain true and correct in all material respects as of the date of the Call and are expected to remain so as of the expected closing date of December 10, 2025.
4.  No Material Litigation. There are no pending or threatened material litigation proceedings, arbitrations, administrative proceedings, governmental investigations, or similar actions against Nexford, any Guarantor, Nexford Parent Corp., or any of their respective directors or officers.
5.  No Undisclosed Material Liabilities. There are no material liabilities, contingent or otherwise, of Nexford, any Guarantor, or Nexford Parent Corp. that are not reflected in or reserved against in the financial statements included in the Offering Memorandum Supplement or otherwise disclosed therein.
6.  ABL Facility. Current availability under the ABL Facility is approximately $146,800,000, and the Company is in compliance with all covenants under the ABL Facility with no defaults or events of default.
7.  Indenture Covenant Compliance. After giving pro forma effect to the issuance of the Add-On Notes and the Kessler Acquisition, the Company is in compliance with all incurrence covenants under the Original Indenture, including the 2.00x Fixed Charge Coverage Ratio incurrence test.
8.  Environmental, Regulatory, and Labor Matters. There have been no material environmental, regulatory, or labor developments since the date of the Offering Memorandum Supplement.
9.  Customer and Supplier Relationships. There have been no material changes to customer or supplier relationships since September 30, 2025.
10.  No Undisclosed Material Agreements, Capitalization Changes, or ERISA Issues. No undisclosed material agreements have been entered into, no changes to capitalization or equity ownership have occurred, and no ERISA or employee benefit plan matters have arisen since the date of the Offering Memorandum Supplement.
Catherine Briggs, Vice President of Granite Peak Capital Partners, LP, the private equity sponsor of the Company, confirmed from the sponsor's perspective that she is not aware of any facts or circumstances inconsistent with the confirmations provided by management during the Call.
V. Offering Memorandum Supplement — Confirmation of Accuracy
Jennifer Kwon asked management to confirm that the Offering Memorandum Supplement dated December 3, 2025 does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Marcus DeLeon confirmed that, to his knowledge, the Offering Memorandum Supplement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Mr. DeLeon stated that the descriptions of the Company's business, operations, and strategy contained in the Offering Memorandum Supplement are accurate and complete in all material respects.
Sandra Okafor confirmed that, to her knowledge, the financial information and other financial disclosures contained in the Offering Memorandum Supplement are accurate and complete in all material respects, and do not contain any material misstatement or omission.
Raymond Chiu confirmed that, to his knowledge, the legal and regulatory disclosures contained in the Offering Memorandum Supplement, including the descriptions of the terms of the Add-On Notes, the Original Indenture, the collateral arrangements, and the Company's material contracts and legal proceedings, are accurate and complete in all material respects.
Each of Mr. DeLeon, Ms. Okafor, and Mr. Chiu further confirmed that no events have occurred since the date of the Offering Memorandum Supplement that would require any supplement or amendment thereto.
VI. Next Steps and Timeline
Jennifer Kwon summarized the expected timeline for the remainder of the transaction as follows:
Upon expiration of the 40-day Regulation S distribution compliance period on January 19, 2026, the Add-On Notes (bearing temporary CUSIPs 65438T AB3 (Rule 144A) and U65438 AB5 (Regulation S)) will become fungible with the Existing Notes (bearing CUSIPs 65438T AA5 (Rule 144A) and U65438 AA7 (Regulation S)).
An Officers' Certificate is expected to be executed by Sandra Okafor and Raymond Chiu at closing on December 10, 2025, certifying, among other things, all of the foregoing matters addressed during the Call, including the accuracy of the representations and warranties, the absence of any material adverse change, compliance with the incurrence covenants, and the absence of any default or event of default under the Original Indenture.
Calderwood & Harkness LLP will deliver its legal opinion and 10b-5 negative assurance letter at closing on December 10, 2025, addressed to the Initial Purchasers, covering the matters customarily addressed in such opinions and letters in connection with a Rule 144A/Regulation S offering of high yield debt securities.
VII. Conclusion and File Note
The Call concluded at approximately 11:15 a.m. Eastern Time on December 4, 2025.
No issues were raised during the Call that would be material to the offering of the Add-On Notes or the issuance of the legal opinion or 10b-5 negative assurance letter at closing. All confirmations were given affirmatively and without qualification by each member of the Company's management team present on the Call, and by the representative of the private equity sponsor.
Based on the Call and the confirmations received, there are no matters that, in the judgment of the undersigned, would preclude the issuance by Calderwood & Harkness LLP of the 10b-5 negative assurance letter or the legal opinion at the closing of the offering on December 10, 2025, subject to the satisfaction of all other closing conditions and the completion of all other customary diligence procedures.
This memorandum has been prepared by Eric Johannsen and reviewed by Natasha Forbes for the internal files of Calderwood & Harkness LLP in connection with matter no. 1005-00002. This memorandum is protected by the attorney-client privilege and the work product doctrine and should not be distributed outside the firm without the prior written consent of the responsible partner, Jennifer Kwon.
Prepared by:
________________________________________
Eric Johannsen Working Associate, Capital Markets Calderwood & Harkness LLP
Date: December 4, 2025
Reviewed by:
________________________________________
Natasha Forbes Lead Associate, Capital Markets Calderwood & Harkness LLP
Date: December 4, 2025
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — FOR INTERNAL USE ONLY Calderwood & Harkness LLP — Matter No. 1005-00002
Name | Title
Marcus DeLeon | Chief Executive Officer
Sandra Okafor | Chief Financial Officer
Raymond Chiu | General Counsel & Secretary
David Altschuler | Treasurer
Name | Title
Catherine Briggs | Vice President
Name | Title
Jennifer Kwon | Responsible Partner, Capital Markets
Natasha Forbes | Lead Associate, Capital Markets
Eric Johannsen | Working Associate, Capital Markets (prepared this memorandum)
Name | Title
Angela Moretti | Managing Director, Investment Banking
James Winterbottom | Director, High Yield Capital Markets
Name | Title
Robert Houghton | Partner
Diana Castillo | Associate
ABL Facility Metric | Amount
Total ABL Commitment | $200,000,000
Outstanding Borrowings (as of Call date) | Approximately $45,000,000
Outstanding Letters of Credit | Approximately $8,200,000
Current Availability | Approximately $146,800,000
Maturity Date | September 15, 2027
Milestone | Expected Date
Pricing of Add-On Notes | December 5, 2025
Closing and Settlement of Add-On Notes | December 10, 2025 (T+3 business days from pricing)
Closing of Kessler Acquisition | December 12, 2025
Expiration of 40-Day Reg S Distribution Compliance Period | January 19, 2026
Exchange Offer Registration Statement Effectiveness Deadline | December 10, 2026 (365 days from closing)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — FOR INTERNAL USE ONLY

BRING-DOWN DUE DILIGENCE CALL MEMORANDUM

Record

Parties

Dates

Amounts