PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
INTERNAL MEMORANDUM
CALDERWOOD & HARKNESS LLP 125 Broad Street New York, NY 10004
Date: June 2, 2024
Matter Number: 1043-00001
Billing Code: IHDC-TLB-2024
To: Stephanie Okafor, Responsible Partner, Banking & Finance
From: Daniel Obi, Lead Associate, Banking & Finance; Lisa Morrow, Working Associate, Banking & Finance
Re: Ironhaven Data Centers LLC — $950,000,000 Senior Secured Term Loan B — Bring-Down Due Diligence Confirmation in Advance of June 3, 2024 Closing
CC: Philip Hartmann, Billing Partner; Sylvia Hartwell, Specialist Partner, Tax
I. EXECUTIVE SUMMARY AND PURPOSE
The purpose of this memorandum is to confirm, as of June 2, 2024 (the day prior to the scheduled Closing Date of June 3, 2024), that (a) all representations and warranties of the Loan Parties remain true and correct in all material respects, (b) no Material Adverse Change has occurred since the Signing Date of May 15, 2024, and (c) all remaining conditions precedent to the initial funding under the Credit Agreement have been satisfied or are reasonably expected to be satisfied by the time of funding on June 3, 2024. This memorandum is being provided for the use of the deal team in connection with the final closing preparations and is intended to serve as the firm's internal bring-down due diligence record.
This memorandum references and is prepared in connection with that certain Credit Agreement, dated as of May 15, 2024 (the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Borrower"), Ironhaven Frankfurt GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany ("IHDC Frankfurt" or the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation ("Holdings" or the "Parent Guarantor"), Crescent Harbor Bank, N.A., a national banking association, in its capacity as administrative agent (in such capacity, "Crescent Harbor" or the "Administrative Agent"), Pinnacle Trust Company, N.A., a national trust company, in its capacity as collateral agent (in such capacity, "Pinnacle Trust" or the "Collateral Agent"), and the several financial institutions and other lenders from time to time party thereto (the "Lenders"). The CUSIP for the facility is 46283LAA5. The Crescent Harbor internal deal reference is CHB-LF-2024-0287.
As background, the signing and the closing of the facility were bifurcated. Signing occurred on May 15, 2024, and the closing and initial funding are scheduled for June 3, 2024, subject to the satisfaction of all conditions precedent set forth in the Credit Agreement. The bifurcation was structured to accommodate the completion of certain German-law security documentation, the finalization of payoff mechanics for existing indebtedness, and the completion of certain escrow arrangements for the construction-phase disbursement structure.
The transaction consists of a $950,000,000 Senior Secured Term Loan B, structured in two tranches: (i) a $675,000,000 USD Tranche and (ii) a €253,571,429 EUR Sub-Tranche (equivalent to approximately $275,000,000, calculated at the agreed EUR/USD exchange rate of 1.0846). The Credit Agreement is governed by the laws of the State of New York, provided that certain security documents relating to the assets of IHDC Frankfurt are governed by German law. The maturity date of the facility is June 3, 2031, seven years from the scheduled Closing Date.
Conclusion. Based on the diligence conducted through June 2, 2024, and as described in detail in the sections that follow, we confirm that all conditions precedent to the initial funding under the Credit Agreement have been satisfied or are expected to be satisfied by the time of funding, that all representations and warranties of the Loan Parties bring down accurately in all material respects as of the date hereof, and that no Material Adverse Change has occurred since the Signing Date. Calderwood & Harkness is prepared to deliver its closing opinions on June 3, 2024, and the Officer's Closing Certificate and Solvency Certificate are in final form and ready for execution by the authorized officers of the Borrower on the Closing Date.
II. METHODOLOGY AND SCOPE OF BRING-DOWN DILIGENCE
This Section describes the scope and methodology of the bring-down due diligence undertaken by Calderwood & Harkness in connection with the scheduled closing. The diligence covered the period from May 15, 2024 (the Signing Date) through June 2, 2024 (the date of this memorandum) and was designed to identify any changes in circumstances, events, or conditions that would (i) render any representation or warranty of the Loan Parties inaccurate in any material respect, (ii) constitute or give rise to a Material Adverse Change, (iii) create an Event of Default or Default under the Credit Agreement, or (iv) otherwise impede the satisfaction of any condition precedent to funding.
Diligence Approach. Our bring-down diligence comprised the following principal workstreams:
• Updated Corporate Records Review. We reviewed the organizational documents, good standing certificates, and registered agent confirmations for each Loan Party to confirm that no changes had been made to formation documents, operating agreements, or board/member resolutions since the Signing Date.
• Financial Data Review. We reviewed the most recently available interim financial data for the IHDC consolidated group to confirm that no material adverse changes in financial condition had occurred and that the Borrower remained in pro forma compliance with the financial covenants set forth in the Credit Agreement.
• Litigation Searches. We conducted updated litigation searches in Delaware, Virginia, and New York to identify any new actions, suits, proceedings, or investigations involving any Loan Party filed or commenced since the Signing Date.
• Lien Searches. We obtained updated UCC, federal tax lien, and judgment lien search results from the Delaware Secretary of State, the Loudoun County Circuit Court, and applicable federal courts to confirm the absence of new liens, judgments, or encumbrances on the assets of the Loan Parties.
• Insurance Confirmations. We confirmed with the Borrower's insurance broker that all required insurance policies remained in force and that the Collateral Agent had been properly named as loss payee and additional insured.
• Regulatory Filings. We reviewed applicable regulatory filings and confirmations, including the German Handelsregister and Transparenzregister for IHDC Frankfurt.
• Sanctions Re-Screening. We re-screened all Loan Parties, their officers, directors, and beneficial owners, as well as all Lenders and their relevant principals, against the OFAC SDN and SSI lists, the EU Consolidated Sanctions List, and the UK OFSI Consolidated List of Financial Sanctions Targets.
• Officer Certifications and Management Interviews. We reviewed draft closing certificates and conducted management interviews to obtain oral and written confirmations regarding the continued accuracy of representations and warranties and the absence of any Material Adverse Change.
Management Interviews. On June 1, 2024, Daniel Obi and Lisa Morrow conducted a telephone conference with the following members of IHDC management:
• Jonathan Pryce-Williams, General Counsel & Secretary
• Rebecca Sung, Chief Financial Officer
• Natasha Greenfeld, Vice President, Treasury & Capital Markets
During this call, management confirmed the absence of any material changes in the business, operations, financial condition, assets, or prospects of IHDC or any of its subsidiaries since the Signing Date. Management further confirmed that no new material contracts had been entered into outside the ordinary course of business, no material litigation had been commenced or threatened, no material customer or tenant had been lost, and no casualty or condemnation event had occurred at any IHDC property. Detailed notes from this call are maintained in the matter file.
German-Law Coordination. We coordinated with Wendt Falkenberg Rechtsanwälte PartG mbB ("Wendt Falkenberg"), borrower's German counsel (Dr. Lukas Wendt, senior partner, and Julia Falkenberg, associate partner), regarding all German-law matters, including the status of IHDC Frankfurt's organization and existence, the execution and notarization of the German security documents, the filing of the Grundschuld with the Grundbuchamt, the status of the Transparenzregister filing, and German tax compliance matters. Wendt Falkenberg has confirmed that all German-law conditions precedent have been satisfied or, in the case of the Grundbuch registration (which is a post-closing item agreed to by the Administrative Agent), are on track to be completed.
Lender's Counsel Coordination. We reviewed comments, confirmations, and correspondence received from Blackthorn & Sundial Software ("Blackthorn & Brightmoor Systems"), counsel to the Administrative Agent and the Lenders (Catherine Ellsworth, partner, and Derek Huang, associate), through June 1, 2024. Blackthorn & Brightmoor Systems has confirmed that, from the Lender's perspective, all conditions precedent have been satisfied or are expected to be satisfied on or before the Closing Date, and that the Lenders are prepared to fund on June 3, 2024.
Period Covered. The bring-down diligence covered the period from May 15, 2024 (the Signing Date) through June 2, 2024 (the date of this memorandum). Certain conditions precedent will be satisfied on the Closing Date itself (June 3, 2024) and are addressed in Section VII.C below.
III. BRING-DOWN OF REPRESENTATIONS AND WARRANTIES
This Section addresses the bring-down of the representations and warranties of each Loan Party under the Credit Agreement and the related Loan Documents, organized by entity. For each representation and warranty, we have confirmed, through the diligence described in Section II and through specific inquiries and searches described below, that the applicable representation remains true and correct in all material respects as of June 2, 2024.
III.A. Borrower — Ironhaven Data Centers LLC
Organization and Good Standing. IHDC remains a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. We obtained an updated Certificate of Good Standing from the Delaware Secretary of State dated May 30, 2024, confirming IHDC's good standing in its state of formation. IHDC is also qualified to transact business as a foreign limited liability company in the Commonwealth of Virginia, and we obtained an updated Certificate of Good Standing from the Virginia State Corporation Commission dated May 31, 2024. IHDC's registered agent in Delaware continues to be Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904. IHDC's federal Employer Identification Number is 84-3291057. There have been no changes to IHDC's organizational status since the Signing Date.
Power and Authority. There has been no change to IHDC's organizational documents since May 15, 2024. The Certificate of Formation and the Amended and Restated Limited Liability Company Operating Agreement of IHDC remain in full force and effect as delivered to the Administrative Agent at signing. The member resolutions and board resolutions of IHDC authorizing the execution, delivery, and performance of the Credit Agreement and the other Loan Documents to which IHDC is a party remain in full force and effect and have not been amended, modified, or rescinded in any respect. We confirmed this through review of the records of IHDC maintained by Jonathan Pryce-Williams and through direct inquiry during the June 1, 2024 management call.
No Conflicts. Jonathan Pryce-Williams confirmed on the June 1, 2024 call, and subsequently by email on June 2, 2024, that IHDC has not entered into any material contracts, agreements, or arrangements since the Signing Date that would conflict with, or result in a breach of, the Credit Agreement or any other Loan Document, or that would create any lien on the assets of IHDC other than Permitted Liens as defined in the Credit Agreement. We have reviewed the list of contracts entered into by IHDC since May 15, 2024, all of which are ordinary-course operating agreements (equipment procurement, maintenance services) and none of which would give rise to any conflict.
Financial Statements. No updated audited or unaudited financial statements for IHDC have been issued since the Signing Date. The most recent financial data reviewed consists of the unaudited quarterly financial statements for the quarter ended March 31, 2024, which were delivered to the Administrative Agent prior to signing. The last twelve months ("LTM") Adjusted EBITDA as of March 31, 2024 was $165,800,000. LTM revenue as of September 30, 2023 (the most recent audited period) was $412,600,000. No restatement, adjustment, or qualification of IHDC's financial statements has been issued or proposed by Ashford & Mercer LLP, IHDC's independent auditor (engagement partner: Angela Whitfield, CPA). We confirmed this with both Rebecca Sung and Jonathan Pryce-Williams.
Material Adverse Change. Rebecca Sung confirmed during the June 1, 2024 management call, and subsequently by email on June 2, 2024, that no Material Adverse Change (as defined in Section 1.01 of the Credit Agreement) in the business, operations, property, financial condition, or assets of IHDC or any of its subsidiaries has occurred since May 15, 2024. A detailed discussion of the Material Adverse Change analysis is set forth in Section IV below.
Litigation. An updated litigation search was conducted on May 31, 2024, covering the following jurisdictions: (i) the Court of Chancery of the State of Delaware and the United States District Court for the District of Delaware, (ii) all courts of general jurisdiction in the Commonwealth of Virginia, including the Loudoun County Circuit Court, and the United States District Court for the Eastern District of Virginia, and (iii) all courts of general jurisdiction in the State of New York and the United States District Court for the Southern District of New York. No new actions, suits, proceedings, or investigations involving IHDC as a named party were identified. Jonathan Pryce-Williams further confirmed that, to his knowledge after due inquiry, there is no pending or threatened litigation, arbitration, or governmental investigation against IHDC that could reasonably be expected to have a Material Adverse Effect.
Tax Compliance. IHDC remains current on all material federal, state, and local tax obligations. No federal, state, or local tax liens have been filed against IHDC or any of its assets. Natasha Greenfeld confirmed that all estimated tax payments have been timely made and that there are no pending tax audits, examinations, or assessments. Our updated tax lien search (described in Section V) confirmed the absence of any tax lien filings.
ERISA. No ERISA-related events, reportable events, accumulated funding deficiencies, or prohibited transactions have occurred with respect to any employee benefit plan maintained or contributed to by IHDC since the Signing Date. IHDC does not maintain or contribute to any defined benefit pension plan subject to Title IV of ERISA. Jonathan Pryce-Williams confirmed this during the management call.
Environmental. No new environmental claims, notices of violation, remediation orders, or other environmental matters have arisen with respect to the Virginia campus located at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147, or any other property owned, operated, or leased by IHDC, since the Signing Date. The Phase I Environmental Site Assessment and Phase II Environmental Site Assessment prepared by Greenline Environmental Solutions, Inc. (Dr. Ramon Quelibo, P.E., project director), both dated April 2024, remain current, have not been supplemented or amended, and continue to reflect no recognized environmental conditions requiring further investigation or remediation. Jonathan Pryce-Williams confirmed the absence of any new environmental matters.
OFAC / Sanctions. A comprehensive re-screening of IHDC, its officers, directors, and beneficial owners was conducted on June 1, 2024, against the following sanctions lists: (i) the Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List ("SDN List") and the Sectoral Sanctions Identifications List ("SSI List"), (ii) the European Union Consolidated Sanctions List maintained pursuant to Council Regulation (EU) No 269/2014 and related regulations, and (iii) the United Kingdom Office of Financial Sanctions Implementation ("OFSI") Consolidated List of Financial Sanctions Targets. No matches were identified for IHDC or any of its officers, directors, or beneficial owners. The Beneficial Ownership Certification previously delivered to the Administrative Agent pursuant to the FinCEN Customer Due Diligence Rule (31 C.F.R. § 1010.230) remains accurate and has not changed since May 15, 2024.
Insurance. All insurance policies required under the Credit Agreement remain in full force and effect. The insurance program, placed and maintained by Calloway & Strand Insurance Brokers, Inc. (Patricia Calloway, account executive), includes builder's risk, property, commercial general liability, and business interruption coverage. Pinnacle Trust Company, N.A. has been confirmed as loss payee and additional insured under all applicable policies. No lapse, cancellation, or material modification of any required insurance policy has occurred since the Signing Date. The final Insurance Compliance Certificate was delivered by Calloway & Strand on May 24, 2024.
Material Contracts. The Pre-Lease Letter of Intent between IHDC and Stratos Cloud Services, Inc. for 30 MW of critical load capacity at the Virginia campus (annual rent of $14,400,000, five-year initial term) remains in full force and effect and has not been terminated, amended, modified, or repudiated by either party. Jonathan Pryce-Williams confirmed during the management call that Stratos Cloud Services, Inc. has not indicated any intention to withdraw from or renegotiate the LOI. No new material contracts have been entered into by IHDC outside the ordinary course of business since the Signing Date.
intellectual Property. There has been no change in IHDC's intellectual property portfolio since the Signing Date. No new claims of infringement, misappropriation, or other violation of any third party's intellectual property rights have been made against IHDC, and IHDC has not received any cease-and-desist letters or similar communications. The IP Security Agreement in favor of Pinnacle Trust remains in full force and effect.
Ownership. IHDC remains wholly owned by Ironhaven Holdings Inc. No transfer, assignment, encumbrance (other than the Equity Interest Pledge in favor of Pinnacle Trust), or other disposition of any membership interest in IHDC has occurred. Thornfield Capital Partners, LP, through Thornfield Infrastructure Fund III, LP (vintage 2021, $4.8 billion committed capital), continues to hold, indirectly, 100% of the equity interests of Holdings. No change of control (as defined in the Credit Agreement) has occurred or is pending.
III.B. Parent Guarantor — Ironhaven Holdings Inc.
Organization and Good Standing. Holdings remains a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. We obtained an updated Certificate of Good Standing from the Delaware Secretary of State dated May 30, 2024, confirming Holdings' good standing. Holdings' federal Employer Identification Number is 84-3291044. There have been no changes to Holdings' organizational status since the Signing Date.
Power and Authority. The resolutions of the Board of Directors of Holdings authorizing the execution, delivery, and performance of the Guarantee Agreement and the Equity Interest Pledge Agreement (pursuant to which Holdings pledged 100% of the membership interests in IHDC to the Collateral Agent) remain in full force and effect and have not been amended, modified, or rescinded. No changes have been made to the Certificate of Incorporation or Bylaws of Holdings since the Signing Date.
No Conflicts. Holdings has not entered into any contracts, agreements, or arrangements since the Signing Date that would conflict with its obligations under the Guarantee Agreement, the Equity Interest Pledge Agreement, or any other Loan Document to which it is a party. Jonathan Pryce-Williams, who also serves as an officer of Holdings, confirmed this during the June 1, 2024 management call.
Financial Condition. Holdings does not prepare separate unconsolidated financial statements. Its financial condition is reflected in the consolidated financial statements of IHDC and its subsidiaries. As noted above, no updated financial statements have been issued since the Signing Date, and no Material Adverse Change has occurred.
Litigation. Our updated litigation searches (described above in Section III.A) covered Holdings as a named party. No actions, suits, proceedings, or investigations involving Holdings were identified.
Ownership of IHDC. Holdings continues to own 100% of the issued and outstanding membership interests of IHDC. No transfer, assignment, or encumbrance of any membership interest in IHDC has occurred, other than the pledge to Pinnacle Trust pursuant to the Equity Interest Pledge Agreement.
OFAC / Sanctions. Re-screening of Holdings and its officers and directors against the OFAC SDN/SSI lists, the EU Consolidated Sanctions List, and the UK OFSI list was completed on June 1, 2024. No matches were identified.
III.C. Co-Borrower — Ironhaven Frankfurt GmbH
Organization and Existence. IHDC Frankfurt remains duly organized and validly existing as a Gesellschaft mit beschränkter Haftung (GmbH) under the laws of the Federal Republic of Germany. We obtained an updated Handelsregisterauszug (commercial register extract) from the Amtsgericht Frankfurt am Main (registration number HRB 129457) dated May 29, 2024, which confirms that no changes have been made to the registered details of IHDC Frankfurt since the Signing Date. IHDC Frankfurt's registered office remains at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany. The Managing Directors (Geschäftsführer) of IHDC Frankfurt continue to be Marcus Delaine and Katarina Bremer. There have been no changes to the shareholder composition, share capital, or management of IHDC Frankfurt.
German Tax Compliance. IHDC Frankfurt's Steuernummer is 045/127/98321 and its Umsatzsteuer-Identifikationsnummer (USt-IdNr.) is DE347891205. Wendt Falkenberg has confirmed, following coordination with IHDC Frankfurt's German tax advisors, that there are no outstanding tax liabilities, assessments, or audits pending against IHDC Frankfurt as of the date hereof. All required German corporate tax (Körperschaftsteuer), trade tax (Gewerbesteuer), and value-added tax (Umsatzsteuer) filings are current.
Transparenzregister. The filing with the German Transparenzregister (Transparency Register) in respect of IHDC Frankfurt's beneficial ownership structure has been confirmed and remains current as of May 2024. No changes to the beneficial ownership information have occurred since the Signing Date. Wendt Falkenberg has verified the accuracy of the filing and confirmed that no update or amendment is required.
BaFin / GwG Compliance. The KYC documentation for IHDC Frankfurt required under the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG") remains current and has been provided to the applicable German financial institutions, including NordBrücke AG (as Frankfurt Escrow Bank and account bank for IHDC Frankfurt's operating accounts). No changes to the KYC information have occurred, and no requests for updated documentation have been received from any German regulatory authority or financial institution.
EU Sanctions. A comprehensive re-screening of IHDC Frankfurt, Katarina Bremer (as Managing Director with individual nexus to the EU), and the upstream beneficial ownership chain against the EU Consolidated Sanctions List (maintained pursuant to Council Regulation (EU) No 269/2014 and related instruments) was completed on June 1, 2024. No matches were identified. In addition, IHDC Frankfurt was re-screened against the German national sanctions list maintained by the Deutsche Bundesbank. No matches were identified.
Material Contracts. The Pre-Lease Letter of Intent between IHDC Frankfurt and Euronova Digital GmbH for 20 MW of critical load capacity at the Frankfurt campus (annual rent of €9,800,000, seven-year initial term) remains in full force and effect and has not been terminated, amended, modified, or repudiated by either party. Marcus Delaine confirmed by email to Dr. Lukas Wendt on May 31, 2024 that Euronova Digital GmbH has not indicated any intention to withdraw from or renegotiate the LOI. No new material contracts have been entered into by IHDC Frankfurt outside the ordinary course of business since the Signing Date.
Frankfurt Campus Real Property. There have been no changes to the real property owned by IHDC Frankfurt at Hanauer Landstraße 188, Frankfurt am Main, Germany. The Grundbuch reference for the parcel is: Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789 (approximately 18.7 hectares). No new encumbrances, third-party claims, easements, rights of way, or other restrictions have been recorded or threatened against the parcel since the Signing Date. The Grundschuld in favor of Pinnacle Trust (through its London branch, as Security Trustee) has been submitted for registration (as described in Section VII.B), and Wendt Falkenberg has confirmed that no competing claims to priority exist.
Shareholder Resolutions. The resolutions of IHDC (as sole quotaholder of IHDC Frankfurt) authorizing IHDC Frankfurt's entry into the Credit Agreement, the German Parallel Debt and Security Trust Agreement, and all other German security documents to which IHDC Frankfurt is a party remain in full force and effect and have not been amended, modified, or rescinded.
IV. ABSENCE OF MATERIAL ADVERSE CHANGE
Based on our inquiries of IHDC management (as described in Section II), our review of interim financial data, our litigation and lien search results, our review of publicly available information, and our coordination with German counsel, we confirm that no Material Adverse Change (as defined in Section 1.01 of the Credit Agreement) has occurred in the business, operations, property, financial condition, or prospects of IHDC, Holdings, or IHDC Frankfurt since the Signing Date of May 15, 2024.
In reaching this conclusion, we considered the following specific factors, each of which was the subject of inquiry during the June 1, 2024 management call and, where applicable, confirmed through independent verification:
No Loss of Material Customer or Tenant. Neither IHDC nor IHDC Frankfurt has experienced the loss, termination, or material modification of any customer relationship, lease, or pre-lease arrangement since the Signing Date. The Stratos Cloud Services, Inc. LOI (Virginia campus) and the Euronova Digital GmbH LOI (Frankfurt campus) both remain in full force and effect. No material customer has notified IHDC or IHDC Frankfurt of any intention to reduce, terminate, or renegotiate its business relationship.
No Casualty or Condemnation. No casualty loss (including fire, flood, or other natural disaster), condemnation, eminent domain proceeding, or other event resulting in physical damage to or loss of any material asset of IHDC or IHDC Frankfurt has occurred since the Signing Date. Both the Virginia campus site (4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147) and the Frankfurt campus site (Hanauer Landstraße 188, Frankfurt am Main, Germany) remain in their prior condition, with construction and development activities proceeding on schedule.
No Adverse Regulatory Action. No adverse regulatory action, investigation, inquiry, enforcement proceeding, or similar action has been commenced or threatened by any governmental authority against IHDC, Holdings, or IHDC Frankfurt. No permits, licenses, or approvals necessary for the conduct of the business of any Loan Party have been revoked, suspended, or materially modified.
No Material Litigation. As confirmed by the updated litigation searches described in Section III.A above, no material litigation, arbitration, administrative proceeding, or governmental investigation has been commenced or, to the knowledge of management after due inquiry, threatened against any Loan Party since the Signing Date.
No Downgrade or Withdrawal of Private Credit Estimate. The private credit estimate assigned to the facility by Sentinel Ratings International, LLC (Lorraine Dupont, lead analyst) has not been downgraded, withdrawn, or placed on negative watch since its issuance. IHDC management is not aware of any circumstances that would be likely to result in a downgrade or withdrawal.
No Change to Projected Construction Timelines. The projected construction timelines for both campuses remain unchanged: Phase I of the Virginia campus (Ironhaven Ashburn I) is estimated to achieve substantial completion in Q4 2025, and Phase I of the Frankfurt campus (Ironhaven Frankfurt I) is estimated to achieve substantial completion in Q1 2026. Rebecca Sung confirmed that neither project has experienced material delays, cost overruns, or contractor defaults.
No Material Adverse Change in Market Conditions or Competitive Position. Based on our review of publicly available industry data and management's representations, there has been no material adverse change in the data center market generally, or in IHDC's competitive position within that market, since the Signing Date. Demand for data center capacity in both the Northern Virginia market and the Frankfurt market remains strong, and IHDC's pipeline of prospective tenants and customers has not materially changed.
For the foregoing reasons, we are satisfied that no Material Adverse Change has occurred.
V. BRING-DOWN OF LIEN SEARCHES
We obtained updated lien search results on May 31, 2024, covering each Loan Party and its assets, to confirm the absence of any new liens, judgments, or encumbrances arising since the Signing Date.
UCC Searches — Delaware Secretary of State. Updated UCC searches were obtained from the Delaware Secretary of State on May 31, 2024, for the following debtors:
• Ironhaven Data Centers LLC (Organization ID: 7293846)
• Ironhaven Holdings Inc. (Organization ID: 7293819)
The search results confirmed that the only pre-existing UCC-1 financing statement on file against IHDC is that of Greystone Mezzanine Fund II, LP (filing number 2022-2847613; CUSIP 39817MAB3), secured party, covering all assets of IHDC as debtor, filed in connection with the existing $130,000,000 mezzanine credit facility. As described below in Section VII.B and Section VII.C, this filing will be terminated at closing via UCC-3 termination statement upon receipt of the payoff amount. No other UCC-1 filings were identified against IHDC or Holdings, other than the UCC-1 financing statements filed by or on behalf of Pinnacle Trust Company, N.A. in connection with the present transaction.
UCC Searches — Loudoun County Circuit Court. An updated UCC search was obtained from the Loudoun County Circuit Court on May 31, 2024. No new fixture filings or financing statements were identified against IHDC, other than the fixture filing made in connection with the present transaction.
Federal Tax Lien Searches. Updated federal tax lien searches were conducted in the following jurisdictions: (i) the Delaware Secretary of State, (ii) the Loudoun County Circuit Court, and (iii) the New York County Clerk's office (New York County, New York). No federal tax lien filings were identified against any Loan Party.
Judgment Lien Searches. Updated judgment lien searches were conducted in Delaware, Virginia, and New York. No judgment liens were identified against any Loan Party.
Greystone Mezzanine Fund II, LP — Payoff and Lien Release. As noted above, the only pre-existing lien identified in the UCC search is the financing statement filed by Greystone Mezzanine Fund II, LP. This lien will be terminated at closing on June 3, 2024. The payoff amount is $132,708,333.33, consisting of $130,000,000 in outstanding principal and $2,708,333.33 in accrued PIK interest (calculated as $130,000,000 × 12.50% × 60/360, from the last payment date of April 4, 2024 to the anticipated payoff date of June 3, 2024). A payoff letter was received from Greystone Mezzanine Fund II, LP on May 28, 2024, containing wire instructions, a lien release authorization, and a direction to file a UCC-3 termination statement with the Delaware Secretary of State. The UCC-3 termination statement has been prepared and is ready for filing upon confirmation of receipt of the payoff amount by Greystone Mezzanine Fund II, LP on June 3, 2024.
Summary. No new liens, judgments, or encumbrances have been discovered since the initial lien search summary was provided to Crescent Harbor Bank, N.A. on May 8, 2024 as part of the initial due diligence package. The lien profile of the Loan Parties is clean, subject only to the Greystone filing, which will be terminated at closing.
VI. BRING-DOWN OF SANCTIONS AND KYC SCREENING
VI.A. Borrower-Side Re-Screening
A comprehensive sanctions re-screening of all Loan Parties and their officers, directors, and beneficial owners was completed on June 1, 2024. The re-screening was conducted against the following sanctions lists:
• OFAC Specially Designated Nationals and blocked Persons List (SDN List)
• OFAC Sectoral Sanctions Identifications List (SSI List)
• European Union Consolidated Sanctions List (maintained pursuant to Council Regulation (EU) No 269/2014 and related regulations)
• United Kingdom Office of Financial Sanctions Implementation (OFSI) Consolidated List of Financial Sanctions Targets
The following individuals and entities were screened:
• Ironhaven Data Centers LLC
• Ironhaven Holdings Inc.
• Ironhaven Frankfurt GmbH
• Marcus Delaine, Managing Director, IHDC Frankfurt
• Rebecca Sung, Chief Financial Officer, IHDC
• Jonathan Pryce-Williams, General Counsel & Secretary, IHDC
• Andrei Volkov, Director and Board Member, IHDC
• Natasha Greenfeld, Vice President, Treasury & Capital Markets, IHDC
• Katarina Bremer, Managing Director, IHDC Frankfurt
• Thornfield Capital Partners, LP (indirect parent)
• Thornfield Infrastructure Fund III, LP (indirect parent)
• All beneficial owners identified in the FinCEN CDD Beneficial Ownership Certification
Results. No matches were identified for any screened individual or entity. The Beneficial Ownership Certification previously delivered to the Administrative Agent remains accurate and has not changed since the Signing Date.
The EU Consolidated Sanctions List screening was given particular attention with respect to IHDC Frankfurt, Katarina Bremer, and the upstream ownership chain, given the German-law nexus of the Co-Borrower. No matches were identified.
The UK OFSI screening is not directly applicable to the Borrower-side parties given the absence of a UK-law nexus; however, the screening was completed as a precautionary measure given the participation of Osprey Insurance Capital, Ltd. (a Bermuda exempted company with a UK-person nexus through its Head of Credit Investments, Fiona Abernathy). No matches were identified.
VI.B. Lender-Side Re-Screening
All seven Lenders participating in the facility were re-screened against the OFAC SDN/SSI lists, the EU Consolidated Sanctions List, and the UK OFSI list on June 1, 2024. The results are as follows:
All Lender KYC/OFAC Compliance Certificates previously delivered at or prior to signing remain current. No Lender has notified the Administrative Agent of any change in its sanctions or KYC status.
The total committed amounts of all seven Lenders are confirmed as follows:
$200,000,000 + $175,000,000 + $150,000,000 + $125,000,000 + $150,000,000 + $75,000,000 + $75,000,000 = $950,000,000
This equals the aggregate committed amount under the Credit Agreement.
VII. STATUS OF CONDITIONS PRECEDENT TO CLOSING
VII.A. Conditions Previously Satisfied (at or before Signing — May 15, 2024)
The following conditions precedent were satisfied at or before the Signing Date of May 15, 2024. We have confirmed that each remains in effect and has not been revoked, modified, or otherwise impaired since the date of its satisfaction:
1. Credit Agreement. Execution and delivery of the Credit Agreement by the Borrower, the Co-Borrower, the Parent Guarantor, the Administrative Agent, the Collateral Agent, and the Lenders on May 15, 2024.
2. Guarantee Agreement. Execution and delivery of the Guarantee Agreement by Ironhaven Holdings Inc. in favor of the Administrative Agent for the benefit of the Secured Parties.
3. Intercreditor Agreement. Execution and delivery of the First Lien / Super-Senior Intercreditor Agreement among IHDC, Crescent Harbor Bank, N.A. (in its dual capacities as Term Loan Agent under the Credit Agreement and Revolver Agent under the existing $100,000,000 Super-Senior Revolving Credit Facility dated January 12, 2023), and Pinnacle Trust Company, N.A. (as Collateral Agent).
4. U.S. Security Documents. Execution and delivery of all U.S.-law governed security documents, including:
(a) the Pledge and Security Agreement, pursuant to which IHDC granted a first-priority security interest in substantially all of its personal property (subject to customary carve-outs) to Pinnacle Trust, as Collateral Agent;
(b) the Equity Interest Pledge Agreement, pursuant to which Holdings pledged 100% of the membership interests in IHDC to Pinnacle Trust, as Collateral Agent;
(c) the Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, encumbering the Virginia campus real property (Loudoun County, Virginia, parcels 087-27-1234 and 087-27-1235, comprising approximately 142 acres) in favor of Pinnacle Trust, as beneficiary;
(d) the Environmental Indemnity Agreement, executed by IHDC in favor of the Administrative Agent and the Collateral Agent;
(e) the Deposit Account Control Agreements ("DACAs") covering all deposit accounts of IHDC maintained at Crescent Harbor Bank, N.A. and other depository institutions;
(f) the intellectual Property Security Agreement, granting a security interest in all trademarks, copyrights, patents, and related intellectual property of IHDC to Pinnacle Trust, as Collateral Agent.
5. Collateral Agent Appointment Agreement. Execution and delivery of the Collateral Agent Appointment Agreement with Pinnacle Trust Company, N.A., providing for an annual fee of $125,000 for domestic (U.S.) collateral administration and $75,000 for German collateral administration, for an aggregate annual fee of $200,000.
6. Organizational Documents. Delivery of certified copies of all organizational documents for each Loan Party, including: Certificate of Formation and Amended and Restated Limited Liability Company Operating Agreement of IHDC; Certificate of Incorporation and Bylaws of Holdings; and Handelsregisterauszug and Gesellschaftsvertrag (Articles of Association) of IHDC Frankfurt.
7. Secretary's/Officer's Certificate. Delivery of a Secretary's/Officer's Certificate from Jonathan Pryce-Williams, attesting to (i) the organizational documents of each U.S. Loan Party, (ii) the incumbency of authorized signatories, and (iii) the resolutions of the governing bodies of each U.S. Loan Party authorizing the transactions.
8. Board Resolutions — Holdings. Resolutions of the Board of Directors of Ironhaven Holdings Inc., duly adopted on May 10, 2024, authorizing the execution, delivery, and performance of the Guarantee Agreement and the Equity Interest Pledge Agreement.
9. Shareholder Resolutions — IHDC Frankfurt. Resolutions of IHDC (as sole quotaholder of IHDC Frankfurt), duly adopted on May 10, 2024, authorizing IHDC Frankfurt's entry into the Credit Agreement as Co-Borrower and the execution and delivery of the German security documents.
10. Good Standing Certificates. Initial good standing certificates for IHDC (Delaware and Virginia) and Holdings (Delaware), each dated on or about May 14, 2024.
11. Calderwood & Harkness Legal Opinions. Delivery of the following legal opinions from Calderwood & Harkness LLP, each dated May 15, 2024:
(a) New York / Delaware law opinion regarding the enforceability of the Credit Agreement, the Guarantee Agreement, and the U.S. Security Documents;
(b) U.S. Regulatory opinion regarding compliance with applicable banking regulations, margin regulations (Regulations T, U, and X), and the Investment Company Act of 1940;
(c) Virginia law opinion regarding the enforceability of the Deed of Trust and the perfection of security interests in the Virginia campus real property;
(d) Tax opinion (prepared by Sylvia Hartwell, Specialist Partner, Tax) regarding the U.S. federal income tax treatment of the facility, including withholding tax considerations for non-U.S. Lenders.
12. Wendt Falkenberg Legal Opinion. Delivery of a legal opinion from Wendt Falkenberg Rechtsanwälte PartG mbB (Dr. Lukas Wendt and Julia Falkenberg), dated May 15, 2024, regarding (i) the corporate capacity and due authorization of IHDC Frankfurt, (ii) the enforceability of the Credit Agreement and the German security documents as against IHDC Frankfurt, and (iii) the perfection and priority of the German security interests (subject to the post-closing Grundbuch registration).
13. UCC Filings. UCC-1 Financing Statements filed with the Delaware Secretary of State in respect of IHDC (as debtor) and Holdings (as debtor), and a UCC-1 fixture filing made with the Loudoun County Circuit Court in respect of the Virginia campus. Filing receipts are on file.
14. Title Insurance. Issuance of an ALTA Lender's Title Insurance Policy by Keystone Title Guaranty Company in the amount of $475,000,000, insuring Pinnacle Trust Company, N.A.'s first-priority lien on the Virginia campus real property. Raymond Hobbs (Senior Vice President, Commercial Underwriting, Keystone Title Guaranty Company) confirmed issuance. The policy includes all required endorsements, including the ALTA 3.1-06 (Zoning – Completed Structure), ALTA 9-06 (Restrictions, Encroachments, Minerals – Comprehensive), and ALTA 28-06 (Easement – Damage or Enforced Removal) endorsements.
15. Survey and Legal Description. An ALTA/NSPS Land Title Survey and Legal Description Certificate for Loudoun County parcels 087-27-1234 and 087-27-1235 was delivered and certified by a registered land surveyor.
16. Appraisals. MAI appraisals for both the Virginia campus and the Frankfurt campus were prepared and delivered by Meridian Valuation Group, LLC (Howard Finch, MAI, senior managing director). The appraised "as-is" value of the Virginia campus was $520,000,000 and the appraised "as-stabilized" value (upon completion of Phase I and lease-up) was $1,050,000,000. The appraised "as-is" value of the Frankfurt campus was €340,000,000 and the appraised "as-stabilized" value was €720,000,000. All appraisals comply with USPAP and the applicable provisions of the Credit Agreement.
17. Environmental Assessments. Phase I and Phase II Environmental Site Assessments for both campuses, prepared by Greenline Environmental Solutions, Inc. (Dr. Ramon Quelibo, P.E.), were delivered and found satisfactory by the Administrative Agent and the Collateral Agent.
18. Private Credit Estimate. A private credit estimate in respect of the facility was obtained from Sentinel Ratings International, LLC (Lorraine Dupont, lead analyst) and delivered to the Administrative Agent.
19. Confidential Information Memorandum. A Confidential Information Memorandum was transmitted to Crescent Harbor Bank, N.A. for distribution to prospective Lenders, accompanied by a 10b-5-style negative assurance letter from Calderwood & Harkness, dated March 14, 2024.
20. Beneficial Ownership Certification. The Beneficial Ownership Certification required by the FinCEN Customer Due Diligence Rule (31 C.F.R. § 1010.230) was executed by Jonathan Pryce-Williams on behalf of IHDC and delivered to the Administrative Agent.
21. Transparenzregister Filing. The Transparenzregister filing for IHDC Frankfurt was confirmed and found current by Wendt Falkenberg.
22. Tax Forms. IRS Form W-8BEN-E packages were collected from NordBrücke AG and Osprey Insurance Capital, Ltd. (each a non-U.S. Lender) and delivered to the Administrative Agent.
23. Lender KYC/OFAC Compliance Certificates. All seven Lender KYC/OFAC Compliance Certificates were received by the Administrative Agent (seven of seven Lenders).
VII.B. Conditions Satisfied Between Signing and This Memorandum (May 16 – June 2, 2024)
The following conditions precedent were satisfied during the period between the Signing Date and the date of this memorandum:
German Security Documents. All German-law security documents have been executed and, where required, notarized. Specifically:
(a) German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag) — Executed by IHDC Frankfurt and Pinnacle Trust Company, N.A. (through its London branch, as Security Trustee). This agreement creates the parallel debt structure necessary under German law to support the non-accessory security interests granted in favor of the Security Trustee.
(b) German Land Charge Agreement (Grundschuldbestellungsurkunde) — Notarized before a German notary public. This agreement creates a Grundschuld (non-accessory land charge) over the Frankfurt campus real property (Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789) in favor of Pinnacle Trust Company, N.A. (through its London branch, as Security Trustee). Filing with the Grundbuchamt (Land Registry) was submitted by Wendt Falkenberg on May 20, 2024. Confirmation of registration is expected by August 2024. This is a recognized post-closing item, and the Administrative Agent has agreed that registration of the Grundschuld need not be completed prior to the Closing Date. Julia Falkenberg of Wendt Falkenberg has confirmed submission and has received an informal priority confirmation from the Grundbuchamt indicating that no competing applications for registration are pending.
(c) German Global Assignment of Receivables (Globalzession) — Executed by IHDC Frankfurt in favor of Pinnacle Trust (through its London branch, as Security Trustee), assigning all present and future receivables of IHDC Frankfurt as security.
(d) German Account Pledge Agreement (Kontoverpfändung) — Executed by IHDC Frankfurt in favor of Pinnacle Trust (through its London branch, as Security Trustee), pledging all accounts of IHDC Frankfurt maintained at NordBrücke AG. Notification of the pledge was duly delivered to NordBrücke AG as account bank, and NordBrücke AG has acknowledged receipt of the notification.
(e) German Security Transfer of Movable Assets (Sicherungsübereignungsvertrag) — Executed by IHDC Frankfurt in favor of Pinnacle Trust (through its London branch, as Security Trustee), transferring ownership of specified movable assets by way of security.
(f) German Share Pledge Agreement (Anteilsverpfändungsvertrag) — Notarized before a German notary public. Under this agreement, 100% of the shares (Geschäftsanteile) in IHDC Frankfurt (HRB 129457) have been pledged by IHDC (as sole quotaholder) in favor of Pinnacle Trust Company, N.A. (through its London branch, as Security Trustee).
(g) German Security Purpose Agreement (Sicherungszweckerklärung) — Executed by IHDC Frankfurt, IHDC, and Pinnacle Trust (through its London branch, as Security Trustee), defining the security purpose (Sicherungszweck) for all German security interests.
Insurance Compliance Certificate. The final Insurance Compliance Certificate was received from Calloway & Strand Insurance Brokers, Inc. (Patricia Calloway, account executive) on May 24, 2024. The certificate confirms that all insurance policies required under the Credit Agreement are in place, that the policy limits and coverage types meet the requirements specified in the Credit Agreement, and that Pinnacle Trust Company, N.A. has been named as loss payee and additional insured under all applicable policies.
Bring-Down Lien Searches. Updated UCC, judgment, and tax lien searches were completed on May 31, 2024, as described in detail in Section V above. The results confirmed the absence of any new liens, judgments, or encumbrances on the assets of the Loan Parties.
Bring-Down Sanctions Screening. Comprehensive sanctions re-screening of all Loan Parties, their officers, directors, and beneficial owners, and all Lenders and their relevant principals, was completed on June 1, 2024, as described in detail in Section VI above. No matches were identified.
Osprey Sanctions Side Letter. An enhanced sanctions representations side letter from Osprey Insurance Capital, Ltd., executed by Fiona Abernathy (Head of Credit Investments), was delivered on May 22, 2024. The side letter provides enhanced representations regarding Osprey's compliance with OFAC, EU, and UK OFSI sanctions requirements and includes specific representations regarding the absence of any sanctioned persons in Osprey's upstream ownership chain or investment portfolio.
Payoff Letter — Greystone Mezzanine Fund II, LP. The payoff letter from Greystone Mezzanine Fund II, LP was received on May 28, 2024. The payoff letter confirms the following:
• Outstanding principal: $130,000,000
• Accrued PIK interest: $2,708,333.33 (calculated as $130,000,000 × 12.50% per annum × 60/360, from the last payment date of April 4, 2024 to the anticipated payoff date of June 3, 2024)
• Total payoff amount: $132,708,333.33
• Wire instructions for the payoff amount have been confirmed and verified.
• The payoff letter includes an authorization for lien release and a direction to file a UCC-3 termination statement with the Delaware Secretary of State.
• The UCC-3 termination statement has been prepared by Calderwood & Harkness and is ready for filing upon confirmation of receipt of the payoff amount by Greystone on June 3, 2024.
Escrow Agreements. Both construction escrow agreements have been executed:
(a) Virginia Campus Construction Escrow Agreement ($475,000,000), among IHDC, Crescent Harbor Bank, N.A. (as Administrative Agent), and Pinnacle Trust Company, N.A. (as Escrow Agent), was executed on May 17, 2024. This agreement governs the disbursement of loan proceeds allocated to the construction of the Virginia campus (Ironhaven Ashburn I), subject to specified draw conditions including independent engineer certifications.
(b) Frankfurt Campus Construction Escrow Agreement (€253,571,429), among IHDC Frankfurt, Crescent Harbor Bank, N.A. (as Administrative Agent), and NordBrücke AG (as Frankfurt Escrow Bank), was executed on May 20, 2024. This agreement governs the disbursement of EUR sub-tranche loan proceeds allocated to the construction of the Frankfurt campus (Ironhaven Frankfurt I), subject to specified draw conditions.
VII.C. Conditions to Be Satisfied on Closing Date (June 3, 2024)
The following conditions precedent will be satisfied on the Closing Date, June 3, 2024. We have confirmed that each is prepared for execution and delivery and is expected to be satisfied without impediment:
Solvency Certificate. Rebecca Sung, Chief Financial Officer of IHDC, will execute the Solvency Certificate on June 3, 2024, certifying the solvency of IHDC and its subsidiaries on a consolidated basis, after giving effect to the transactions contemplated by the Credit Agreement (including the incurrence of the Term Loan B, the repayment of the Greystone mezzanine facility, and the receipt of the Thornfield equity contribution). The Solvency Certificate confirms that, after giving effect to such transactions, (i) the fair value of the assets of IHDC and its subsidiaries on a consolidated basis exceeds their total liabilities, (ii) IHDC and its subsidiaries are able to pay their debts as they become due, and (iii) IHDC and its subsidiaries do not have unreasonably small capital for the conduct of their business. The draft Solvency Certificate was reviewed and approved by Rebecca Sung on June 1, 2024, and is attached in substantially final form as Appendix E.
Officer's Closing Certificate. An authorized officer of IHDC will execute the Officer's Closing Certificate on June 3, 2024, certifying (i) the accuracy of all representations and warranties of the Loan Parties in all material respects as of the Closing Date, (ii) the absence of any Default or Event of Default, and (iii) the satisfaction of all conditions precedent to funding. The draft Officer's Closing Certificate was reviewed and approved by Jonathan Pryce-Williams on June 1, 2024, and is attached in substantially final form as Appendix E.
Bring-Down Representation Certificate. Jonathan Pryce-Williams will provide oral and written confirmation on June 3, 2024 that all representations and warranties of the Loan Parties under the Credit Agreement and the other Loan Documents remain true and correct in all material respects as of the Closing Date (except for representations and warranties that by their terms speak only as of an earlier date, which shall be true and correct in all material respects as of such earlier date).
No Default Confirmation. Jonathan Pryce-Williams will confirm, orally and in writing, on June 3, 2024 that no Event of Default or Default exists under the Credit Agreement or any other Loan Document, or would result from the initial funding on June 3, 2024.
Funds Flow Execution. The Funds Flow Memorandum has been finalized and is attached as Appendix D. The sources and uses of funds are summarized as follows:
Sources of Funds:
The net Term Loan B proceeds are calculated as $950,000,000 × 99.50% = $945,250,000 (reflecting the 50 basis point original issue discount).
Uses of Funds:
The ticking fee of $527,778 represents the fee accrued during the period from the commitment date of March 15, 2024 to the Closing Date of June 3, 2024, calculated as $950,000,000 × 0.25% per annum × 80/360 (80 days / 360-day year). The Wendt Falkenberg legal fees of $417,725 represent €385,000 converted at the agreed EUR/USD rate of 1.0846.
Sources equal Uses — Confirmed. Total sources of $1,355,250,000 equal total uses of $1,355,250,000.
Wire Instructions. All wire instructions have been confirmed and verified as of June 2, 2024. Instructions for the Greystone payoff, the escrow deposits, the fee payments, and the receipt of the Thornfield equity contribution have been independently verified by Natasha Greenfeld (VP, Treasury & Capital Markets, IHDC) and Thomas Beckett (VP, Loan Operations & Agency Services, Crescent Harbor Bank, N.A.). Callback procedures have been established for all wire transfers in excess of $1,000,000.
Recording of Deed of Trust. The Deed of Trust encumbering the Virginia campus real property (Loudoun County parcels 087-27-1234 and 087-27-1235) has been submitted for recording with the Loudoun County Circuit Court, Clerk's Office. Recording receipt is anticipated on or before June 3, 2024. Keystone Title Guaranty Company has confirmed that the title insurance policy remains in effect and covers the recording gap period.
Promissory Notes. Individual Promissory Notes for each Lender will be dated June 3, 2024 and delivered to the Administrative Agent upon funding. The Promissory Notes are in final form and are summarized as follows:
VIII. PRO FORMA FINANCIAL COVENANT COMPLIANCE
We have confirmed that the Borrower will be in pro forma compliance with the financial covenants set forth in the Credit Agreement after giving effect to the closing and the initial funding on June 3, 2024. The pro forma capitalization and covenant compliance calculations are as follows:
Pro Forma Capitalization:
Net Leverage Ratio:
Net Total Debt / Adjusted EBITDA = $887,500,000 ÷ $165,800,000 = 5.35x