Stephanie and Lisa,
Copying Jonathan for visibility. Below is a status update on the OFAC, EU sanctions, and AML/KYC screening workstream for the Ironhaven Data Centers LLC $950,000,000 Senior Secured Term Loan B financing. With the syndication close target of April 19 now one week out, we need KYC/sanctions clearance for all seven lender commitments before or promptly after that date. This memo summarizes where we stand across the full lender group and the borrower parties.
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**1. OFAC Screening — US Lenders and Borrower Parties (Completed / Clear)**
OFAC screening against both the SDN List and the SSI List has been completed and cleared for the following lenders:
- **Crescent Harbor Bank, N.A.** — $200,000,000 commitment. OCC-chartered national bank. Cleared. Beneficial ownership review was straightforward given the bank's publicly listed parent. - **Ridgeline National Bank** — $175,000,000 commitment. National bank. Cleared. No issues identified. - **Marlowe Asset Management Meridian Capital, LLC** — $150,000,000 commitment. Delaware LLC (credit fund). Cleared. Beneficial owners at the >25% threshold have been screened and cleared. - **Atlas Peak Credit Partners, LP** — $125,000,000 commitment. Delaware LP (credit fund). Cleared. Beneficial owners screened and cleared. - **Pacific Rim Institutional Lending Corp.** — $75,000,000 commitment. Delaware corporation, subsidiary of a Cayman-domiciled CLO vehicle. Cleared. Upstream fund investors holding >10% economic interest have been screened per the Credit Agreement requirements. No hits.
On the borrower side, OFAC screening has been completed and cleared for:
- **Ironhaven Data Centers LLC** (EIN 84-3291057) - **Ironhaven Holdings Inc.** (EIN 84-3291044) - Key management: Marcus Delaine, Rebecca Sung, Jonathan Pryce-Williams, Andrei Volkov, and Natasha Greenfeld
I can also confirm that the FinCEN beneficial ownership certification (CDD Rule) for Ironhaven has been received from Jonathan and is on file.
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**2. EU Sanctions Screening — Frankfurt-Nexus Parties (Completed / Clear)**
EU Consolidated Sanctions List screening pursuant to Council Regulation (EU) No 269/2014 has been completed and cleared for the following parties:
- **Ironhaven Frankfurt GmbH** (HRB 129457, Amtsgericht Frankfurt am Main) — Cleared. Managing directors Marcus Delaine and Katarina Bremer screened and cleared. - **NordBrücke AG** — $150,000,000 commitment allocated entirely to the Frankfurt EUR sub-tranche (€253,571,429 equivalent). BaFin-regulated credit institution. Cleared. Dr. Stefan Kleinhans and beneficial owners screened and cleared.
A few notes on the German-law items:
- BaFin / German Anti-Money Laundering Act (GwG) KYC requirements apply to IHDC Frankfurt and each lender participating in the EUR sub-tranche. NordBrücke AG's GwG compliance documentation has been received and reviewed. - The German Transparenzregister filing for IHDC Frankfurt GmbH has been submitted. We are awaiting confirmation of registration and are coordinating with Wendt Falkenberg on this. Will report back once we have confirmation.
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**3. Osprey Insurance Capital, Ltd. — Flagged for Additional Review**
This is the one open item requiring attention before we can finalize the screening workstream.
**Osprey Insurance Capital, Ltd.** — $75,000,000 commitment. Bermuda exempted company (registered office: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda).
OFAC screening of the entity itself is **cleared** on the SDN and SSI lists. However, additional review is required due to a UK-person nexus:
- Fiona Abernathy (Head of Credit Investments) and certain other key personnel appear to be UK persons (UK nationals and/or residents). This triggers a review under the UK sanctions regime administered by the Office of Financial Sanctions Implementation (OFSI). - We need to complete OFSI Consolidated List screening for all Osprey beneficial owners and key decision-makers before we can clear this lender. - Additionally, as a Bermuda-domiciled entity, we should confirm Osprey's own sanctions compliance program and obtain enhanced representations beyond the standard form in the Credit Agreement.
Our recommendation is to request a **sanctions representations side letter** from Osprey providing enhanced OFAC, EU, and UK/OFSI sanctions representations, warranties, and an indemnity. This is consistent with market practice for offshore lenders with multi-jurisdictional sanctions exposure.
I should also flag for coordination purposes that Sylvia Hartwell's tax team needs the W-8BEN-E from Osprey for the withholding/treaty analysis. Lisa — could you loop Sylvia in when you reach out on the side letter so we can consolidate requests?
**Action Items — Osprey:**
1. **Daniel** to prepare and circulate the OFSI screening memorandum for Osprey by end of next week (target: April 19). 2. **Lisa** to draft the enhanced sanctions representations side letter for Osprey and circulate to Stephanie for review. 3. **Daniel** to request from Fiona Abernathy (via Crescent Harbor's syndication desk / Priya Nair) the additional beneficial ownership and UK-person information needed for OFSI screening. 4. **Daniel/Lisa** to coordinate with Blackthorn & Brightmoor Systems (Catherine Ellsworth / Derek Huang) on lender-side expectations regarding the Osprey side letter.
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**4. KYC Documentation Collection — Overall Status Summary**
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The master AML/KYC due diligence summary chart is being maintained separately and will be finalized once Osprey is cleared. As a reminder, each lender will need to execute the form Lender KYC/OFAC Compliance Certificate (previously circulated) prior to funding on the Closing Date, currently targeted for June 3, 2024.
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**5. Next Steps / Timeline**
- **April 19, 2024** — Syndication close. All commitments expected to be in hand. Osprey OFSI clearance and side letter to be completed before or shortly after this date. - **May 1, 2024** — Final credit agreement circulation. Sanctions representations and the Osprey side letter should be finalized in advance of this date. - **May 15, 2024** — Signing. All lender KYC/OFAC Compliance Certificates must be in hand. - **June 3, 2024** — Closing / Funding.
Jonathan — one request on the borrower-side diligence: could you confirm whether any additional IHDC personnel or Thornfield Capital Partners personnel need to be screened beyond those already covered? For reference, we have screened and cleared David Thornfield, Elena Castillo, and Graham Ashworth at Thornfield Infrastructure Fund III, LP (the equity sponsor) as part of the borrower-side diligence. If there have been any personnel changes or if there are other individuals who should be captured, please let us know at your earliest convenience.
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Happy to set up a call early next week to discuss the Osprey situation and any other open items — I'll send around a few times. In the interim, I will update the conditions precedent checklist to reflect the current sanctions/KYC workstream status as outlined above.
Please let me know if you have any questions.
Best regards,
**Daniel Obi** Lead Associate, Banking & Finance Calderwood & Harkness LLP 125 Broad Street New York, NY 10004 T: +1 (212) 555-0147 E: dobi@calderwoodharkness.com
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