PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT COMMUNICATION
EU SANCTIONS SCREENING REPORT
Screening of All Frankfurt-Nexus Parties Under EU Consolidated Sanctions List
Ironhaven Data Centers LLC $950,000,000 Senior Secured Term Loan B Financing
Prepared by: Calderwood & Harkness LLP 125 Broad Street New York, NY 10004
Authors: Daniel Obi, Lead Associate, Banking & Finance Lisa Morrow, Working Associate, Banking & Finance
Under the Supervision of: Stephanie Okafor, Responsible Partner, Banking & Finance
Date: May 10, 2024
Matter Number: 1043-00001
May 10, 2024
Classification: PRIVILEGED AND CONFIDENTIAL — Attorney Work Product / Attorney-Client Communication. This memorandum has been prepared by Calderwood & Harkness LLP in connection with its engagement as counsel to Ironhaven Data Centers LLC and its subsidiaries. This document is protected by the attorney-client privilege, the work product doctrine, and any other applicable privileges or immunities. No portion of this memorandum may be disclosed to any third party without the express prior written consent of Calderwood & Harkness LLP.
Addressees: This report is prepared for internal use by Calderwood & Harkness LLP and for review by Stephanie Okafor, Responsible Partner. A summary version of the conclusions contained herein may be delivered, upon authorization by Ms. Okafor and the client, to Crescent Harbor Bank, N.A. (in its capacity as Administrative Agent under the Credit Agreement) and to Blackthorn & Sundial Software (in its capacity as counsel to the Administrative Agent).
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I. EXECUTIVE SUMMARY
This EU Sanctions Screening Report (this "Report") sets forth the results of sanctions screening conducted by Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") in connection with the Frankfurt campus component of the $950,000,000 Senior Secured Term Loan B financing (the "Facility") to be extended to Ironhaven Data Centers LLC ("IHDC" or the "Borrower") and its wholly owned German subsidiary, Ironhaven Frankfurt GmbH ("IHDC Frankfurt" or the "Co-Borrower"), pursuant to that certain Credit Agreement, dated as of June 3, 2024 (the "Credit Agreement"), among the Borrower, the Co-Borrower, Ironhaven Holdings Inc. (the "Parent Guarantor"), the lenders from time to time party thereto (the "Lenders"), and Crescent Harbor Bank, N.A. (the "Administrative Agent").
The Facility includes a EUR sub-tranche in the amount of €253,571,429 (equivalent to approximately $275,000,000 at a EUR/USD exchange rate of 1.0846, as of the date hereof) (the "Frankfurt Sub-Tranche"), the proceeds of which will be used to fund Phase I construction of IHDC Frankfurt's data center campus located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany (the "Frankfurt Campus"). The Frankfurt Sub-Tranche is secured by a comprehensive German-law security package and is supported in part by NordBrücke AG's $150,000,000 commitment, which is allocated entirely to the Frankfurt Sub-Tranche.
The purpose of this Report is to document the screening of all parties with a nexus to the Frankfurt Campus (collectively, the "Frankfurt-Nexus Parties" or the "Screened Parties") against the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions (the "EU Consolidated Sanctions List"), as maintained by the European Commission, and against supplementary EU restrictive measures lists. Screening was conducted pursuant to the requirements of Council Regulation (EU) No 269/2014 (as amended and supplemented) and related EU sanctions frameworks, including sector-specific restrictive measures under Council Regulation (EU) No 833/2014.
The Frankfurt-Nexus Parties screened in connection with this Report include:
(a) Ironhaven Frankfurt GmbH — the Co-Borrower under the EUR sub-tranche and the registered owner of the Frankfurt Campus;
(b) NordBrücke AG — the German lender whose $150,000,000 commitment is allocated entirely to the Frankfurt Sub-Tranche, and which also serves as Frankfurt Escrow Bank and account bank for IHDC Frankfurt;
(c) Ironhaven Data Centers LLC — the Borrower under the USD tranche and the 100% owner of IHDC Frankfurt;
(d) Ironhaven Holdings Inc. — the Parent Guarantor and direct owner of 100% of IHDC's membership interests;
(e) Thornfield Capital Partners, LP and Affiliated Entities — the private equity sponsor and ultimate beneficial ownership chain;
(f) Pinnacle Trust Company, N.A. — the Collateral Agent and Security Trustee, acting through its London branch for the German-law security package;
(g) Euronova Digital GmbH — the anchor tenant under a pre-lease letter of intent for 20 MW at the Frankfurt Campus, whose lease payments are subject to the Globalzession;
(h) Wendt Falkenberg Rechtsanwälte PartG mbB — German local counsel to the Borrower and Co-Borrower; and
(i) Blackthorn & Sundial Software (Frankfurt Office) — German counsel to the Administrative Agent.
Conclusion: Based on the screening conducted as of May 8, 2024, no Screened Party, nor any of its identified beneficial owners, directors, officers, managing directors, or key personnel, appears on the EU Consolidated Sanctions List or any supplementary EU restrictive measures lists reviewed in connection with this Report. All Frankfurt-Nexus Parties are cleared for purposes of proceeding toward the anticipated closing date of June 3, 2024, subject to the bring-down screening recommended in Section VI below.
This Report complements two additional sanctions-related memoranda prepared concurrently by Calderwood & Harkness in connection with the Facility: (i) the OFAC and Sanctions Compliance Memorandum, which addresses screening of all transaction parties under the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and blocked Persons List ("SDN List") and related OFAC sanctions programs; and (ii) the UK/OFSI Sanctions Screening Memorandum, which addresses screening of Osprey Insurance Capital, Ltd. (Bermuda, $75,000,000 commitment) and other parties with a United Kingdom nexus under the UK Office of Financial Sanctions Implementation ("OFSI") Consolidated List. Those memoranda are maintained separately under the same matter number and should be read in conjunction with this Report for a comprehensive view of the sanctions compliance posture of the transaction.
II. SCOPE OF REVIEW AND LEGAL FRAMEWORK
A. Applicable EU Sanctions Regulations
The screening documented in this Report was conducted with reference to the following EU sanctions regulations and frameworks, each as currently in force and as amended through all supplementary and amending regulations adopted through the date of screening:
1. Council Regulation (EU) No 269/2014 concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty, and independence of Ukraine. This regulation, which has been amended and supplemented through multiple packages of sanctions adopted by the Council of the European Union in response to Russia's military aggression against Ukraine (including all measures adopted through the fourteenth package, as applicable), provides for the freezing of funds and economic resources belonging to, owned, held, or controlled by listed natural and legal persons. The regulation also prohibits the making available, directly or indirectly, of funds or economic resources to or for the benefit of listed persons. Given the magnitude of the Frankfurt Sub-Tranche and the involvement of a German-domiciled Co-Borrower and German-domiciled Lender, compliance with this regulation is of paramount importance.
2. Council Regulation (EU) No 833/2014 concerning restrictive measures in view of Russia's actions destabilizing the situation in Ukraine. This regulation imposes sector-specific sanctions, including restrictions on the provision of certain financial services, the transfer of certain technologies, and the sale or export of certain goods to designated entities and persons. While the data center sector is not directly targeted by the sectoral restrictions, certain dual-use technology restrictions and financial services prohibitions have potential implications for cross-border financing transactions involving EU-domiciled entities, and the screening was conducted with these considerations in mind.
3. Council Regulation (EU) No 267/2012 concerning restrictive measures against Iran. This regulation imposes comprehensive financial sanctions, including asset freezes, against designated Iranian persons and entities, as well as sectoral restrictions on financial services and trade. Given the international scope of the parties involved in the Facility, screening was conducted against the Iran-related designations on the EU Consolidated Sanctions List.
4. Additional EU Sanctions Programs. Screening was also conducted against designations under the following EU sanctions programs, to the extent such designations are included in the EU Consolidated Sanctions List:
(a) Restrictive measures in view of the situation in Belarus (Council Regulation (EU) No 765/2006, as amended);
(b) Restrictive measures against Syria (Council Regulation (EU) No 36/2012, as amended);
(c) Restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty, and independence of other targeted jurisdictions, including but not limited to those related to Libya, the Democratic Republic of the Congo, Mali, Myanmar/Burma, and other country-specific regimes; and
(d) The EU's autonomous anti-terrorism sanctions (Council Regulation (EC) No 2580/2001) and the EU's restrictive measures against the proliferation of weapons of mass destruction (Council Regulation (EU) 2017/1509 concerning the Democratic People's Republic of Korea).
5. EU Consolidated List. The principal screening tool employed for this Report is the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions (the "EU Consolidated Sanctions List" or the "Consolidated List"), which is maintained by the European Commission and aggregates all designations under the various EU sanctions regulations described above into a single searchable database. The Consolidated List is updated regularly to reflect new designations, delistings, and amendments. The version of the Consolidated List used for the screening documented in this Report was accessed on May 8, 2024.
B. Screening Methodology
The screening was conducted using the following methodology and tools:
1. Primary Database. The EU Consolidated Sanctions List was accessed through the European Commission's Financial Sanctions database (accessible at https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions) on May 8, 2024. Each Screened Party was searched using the full legal name, trade names, short names, and known aliases. Searches were also conducted using registered addresses, registration numbers, and other identifying information as available.
2. Supplementary Screening Platform. In addition to direct searches of the EU Consolidated Sanctions List, all Screened Parties were run through Calderwood & Harkness's third-party sanctions screening platform (the "Screening Platform"), which employs name-matching algorithms, fuzzy-logic search capabilities, and phonetic matching to identify potential matches, near-matches, and false positives. The Screening Platform integrates the EU Consolidated Sanctions List along with other global sanctions lists (including OFAC, OFSI, and UN Security Council lists) and generates automated match reports. For purposes of this Report, only the EU-related results of the Screening Platform are documented; results under other sanctions regimes are addressed in separate memoranda.
3. Scope of Screening — Entities. For each entity among the Screened Parties, the following information was screened:
(a) Full legal name as registered in the applicable commercial register or organizational documents;
(b) Short names, trade names, and commonly used abbreviations or aliases;
(c) Registered office address and principal place of business;
(d) Commercial register or corporate formation jurisdiction and registration numbers;
(e) Tax identification numbers and VAT identification numbers (where available); and
(f) Known aliases or prior names.
4. Scope of Screening — Natural Persons. For each natural person identified as a beneficial owner (holding more than 25% of the economic or voting interest in a Screened Party), managing director, officer, or key contact of a Screened Party, the following information was screened:
(a) Full legal name (first name, middle name(s), and surname);
(b) Date of birth (where available);
(c) Nationality (where available);
(d) Place of birth (where available); and
(e) Known aliases, transliterations, or prior names.
5. Beneficial Ownership Threshold. Consistent with the requirements of the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG") and the EU Anti-Money Laundering Directives, beneficial ownership screening was conducted for all natural persons holding, directly or indirectly, more than 25% of the economic or voting interest in any corporate Screened Party. For fund structures (such as Thornfield Infrastructure Fund III, LP), the ultimate controlling person was identified by tracing through the general partner and management chain rather than through individual limited partner commitments, consistent with standard practice for institutional private equity fund structures.
6. Verification and Cross-Referencing. Beneficial ownership information was cross-referenced against publicly available registry data, including extracts from the German Commercial Register (Handelsregister) maintained by the local courts (Amtsgerichte) and the German Transparency Register (Transparenzregister), as applicable. No independent investigation was conducted beyond such cross-referencing; reliance was placed on KYC documentation provided by or on behalf of the Screened Parties.
C. Nexus to Frankfurt Campus
The Frankfurt Campus is the primary asset securing the Frankfurt Sub-Tranche and is central to the German-law security package contemplated under the Credit Agreement. The specific property details are as follows:
1. Property Description. The Frankfurt Campus is located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, and is registered in the land register (Grundbuch) of Frankfurt am Main-Ost, Sheet (Blatt) 54321, Section (Flur) 12, Parcel (Flurstück) 789. The site encompasses approximately 18.7 hectares and has been designated for data center use under the applicable local development plan (Bebauungsplan). IHDC Frankfurt is the registered owner of the parcel.
2. Frankfurt Sub-Tranche. The EUR sub-tranche of €253,571,429 (equivalent to approximately $275,000,000 at EUR/USD 1.0846) will fund the Phase I construction of the Frankfurt Campus, which is estimated for completion in Q1 2026. Phase I is designed to provide 40 MW of critical IT load capacity, with a planned total capacity of 80 MW upon completion of Phase II.
3. German-Law Security Package. The German-law security package securing the Frankfurt Sub-Tranche includes the following:
(a) Grundschuld (land charge) over the Frankfurt Campus parcel registered in the land register of Frankfurt am Main-Ost, in the amount of €253,571,429 plus 18% p.a. interest and a one-time additional amount of 10%, in favor of Pinnacle Trust Company, N.A., London Branch, as Security Trustee;
(b) Globalzession (global assignment) of all current and future receivables of IHDC Frankfurt, including (without limitation) receivables arising under tenant leases at the Frankfurt Campus (including the Euronova Digital GmbH pre-lease);
(c) Kontoverpfändung (pledge of bank accounts) over all bank accounts maintained by IHDC Frankfurt at NordBrücke AG, including the construction escrow account and the operating accounts;
(d) Sicherungsübereignung (security transfer of movable assets) of all movable assets located at or pertaining to the Frankfurt Campus, including generators, uninterruptible power supply systems, cooling infrastructure, and IT infrastructure; and
(e) Anteilsverpfändung (share pledge) of 100% of the shares (Geschäftsanteile) in IHDC Frankfurt, granted by IHDC as the sole shareholder.
4. NordBrücke AG Commitment. NordBrücke AG's $150,000,000 commitment under the Facility is allocated entirely to the Frankfurt Sub-Tranche. NordBrücke AG also serves as the Frankfurt Escrow Bank under the Frankfurt Campus Construction Escrow Agreement and as the account bank for IHDC Frankfurt, with all relevant accounts subject to the Kontoverpfändung described above.
5. BaFin/GwG Compliance. In addition to EU sanctions compliance, the German Anti-Money Laundering Act (GwG) imposes obligations on IHDC Frankfurt and each lender participating in the EUR sub-tranche. KYC documentation has been collected concurrently for purposes of GwG compliance and is addressed in the separate AML/KYC Summary Chart maintained under this matter number. The sanctions screening documented herein is complementary to, but distinct from, the GwG compliance obligations.
III. SCREENED PARTIES — DETAILED RESULTS
The following sections set forth the detailed screening results for each Frankfurt-Nexus Party. For each Screened Party, the entity information, ownership and beneficial ownership structure, key personnel, and screening results are presented.
A. Ironhaven Frankfurt GmbH (Co-Borrower)
1. Entity Information
IHDC Frankfurt was incorporated in September 2023 as a special-purpose entity formed to hold and develop the Frankfurt Campus. It has no employees other than its local managing director, Katarina Bremer, and operates under the management and operational oversight of IHDC. All construction and development activities at the Frankfurt Campus are conducted through IHDC Frankfurt as the contracting entity.
2. Ownership / Beneficial Owners
IHDC Frankfurt is 100% owned by Ironhaven Data Centers LLC, a Delaware limited liability company (EIN 84-3291057). The complete beneficial ownership chain is as follows:
• Ironhaven Frankfurt GmbH (the Co-Borrower) is a wholly owned subsidiary of Ironhaven Data Centers LLC ("IHDC"), a Delaware limited liability company.
• IHDC is a wholly owned subsidiary of Ironhaven Holdings Inc., a Delaware corporation (EIN 84-3291044).
• Ironhaven Holdings Inc. is a portfolio company of Thornfield Infrastructure Fund III, LP, a Delaware limited partnership (vintage 2021, committed capital approximately $4.8 billion).
• Thornfield Infrastructure Fund III, LP is managed by its general partner, Thornfield Capital Partners, LP, a Delaware limited partnership, whose general partner in turn is Thornfield Capital Management LLC, a Delaware limited liability company.
• The ultimate controlling person (within the meaning of the GwG and the EU Anti-Money Laundering Directives) is David Thornfield, Founder and Managing Partner of Thornfield Capital Partners, LP, with a business address at 800 Park Avenue, 22nd Floor, New York, NY 10021.
Beneficial ownership information was verified by reference to (i) the Handelsregisterauszug (commercial register extract) for IHDC Frankfurt obtained from the Amtsgericht Frankfurt am Main on April 22, 2024, (ii) the Transparenzregister filing for IHDC Frankfurt (documenting the ultimate beneficial ownership chain through to David Thornfield), (iii) the certified organizational documents of IHDC, Ironhaven Holdings Inc., and Thornfield Infrastructure Fund III, LP, and (iv) the KYC questionnaire completed by IHDC's General Counsel, Jonathan Pryce-Williams, on behalf of the Ironhaven entities.
3. Managing Directors
The following individuals serve as managing directors (Geschäftsführer) of IHDC Frankfurt and were individually screened:
Marcus Delaine serves as CEO of Ironhaven Data Centers LLC and was appointed as a managing director of IHDC Frankfurt upon its incorporation. He is a U.S. national and resides in Ashburn, Virginia. Katarina Bremer is a German national and serves as the locally resident managing director of IHDC Frankfurt, with primary responsibility for day-to-day operations, regulatory compliance, and coordination with local authorities and contractors. Both individuals were screened using their full legal names, dates of birth, and nationalities.
4. Screening Result
Entity Name — Ironhaven Frankfurt GmbH: No match found on the EU Consolidated Sanctions List. No match found through the supplementary Screening Platform. The entity name was searched in full legal form and in abbreviated forms (including "Ironhaven Frankfurt," "IHDC Frankfurt," and "Ironhaven GmbH"). No potential matches or near-matches were identified.
Beneficial Owners and Managing Directors: All individuals identified in the beneficial ownership chain (David Thornfield, and the managing directors Marcus Delaine and Katarina Bremer) were screened individually against the EU Consolidated Sanctions List. No matches were found.
Status: CLEARED
B. NordBrücke AG (German Lender — Frankfurt Sub-Tranche)
1. Entity Information
NordBrücke AG is a mid-sized German commercial bank headquartered in Frankfurt am Main, with a focus on corporate lending, structured finance, and acquisition finance. It holds a full banking license under the German Banking Act (Kreditwesengesetz, "KWG") and is supervised by BaFin and the European Central Bank (through the Single Supervisory Mechanism, as applicable). NordBrücke AG has an extensive track record of participation in syndicated lending facilities in the German market, including in the digital infrastructure and real estate sectors.
NordBrücke AG's $150,000,000 commitment is allocated entirely to the Frankfurt Sub-Tranche, making it the sole lender with a commitment denominated exclusively in the Frankfurt tranche. In addition to its role as a Lender, NordBrücke AG serves as the Frankfurt Escrow Bank under the Frankfurt Campus Construction Escrow Agreement, through which the proceeds of the Frankfurt Sub-Tranche will be disbursed in tranches to fund construction milestones. NordBrücke AG also serves as the account bank for IHDC Frankfurt, maintaining the operating accounts and the construction escrow account, all of which are subject to the Kontoverpfändung in favor of the Security Trustee.
2. Ownership / Beneficial Owners
As a BaFin-regulated credit institution, NordBrücke AG is subject to comprehensive and ongoing supervisory monitoring, including with respect to its ownership structure and the fitness and propriety of its shareholders and key function holders. Beneficial ownership information for NordBrücke AG was provided in its KYC package, which was received by Calderwood & Harkness on April 15, 2024, and supplemented on April 29, 2024.
Based on the information provided and cross-referenced against filings in the German Transparency Register (Transparenzregister) and publicly available shareholder disclosures, the following significant shareholders of NordBrücke AG were identified:
Rheinische Beteiligungsgesellschaft mbH is a German-domiciled investment holding company. Its beneficial ownership was traced to a consortium of German regional savings banks (Sparkassen), none of which holds individually more than 25% of NordBrücke AG's shares. Kommunale Versorgungskasse Hessen is a public-law pension fund for municipal employees in the State of Hesse. Both entities were screened against the EU Consolidated Sanctions List with no matches found.
Dr. Stefan Kleinhans, Head of Structured & Acquisition Finance and the primary relationship contact for the Facility, was screened individually against the EU Consolidated Sanctions List. No match was found.
3. Screening Result
Entity Name — NordBrücke AG: No match found on the EU Consolidated Sanctions List. No match found through the supplementary Screening Platform. The entity name was searched in full legal form and in variations (including "Nordbrücke," "NordBruecke," "Nord Brücke," and "Nordbruecke AG").
Beneficial Owners (>25%): Rheinische Beteiligungsgesellschaft mbH (34.2%) — No match. Kommunale Versorgungskasse Hessen (18.7%) — screened as a courtesy notwithstanding that this shareholder falls below the 25% threshold; No match.
Key Personnel: Dr. Stefan Kleinhans — No match.
Status: CLEARED
C. Ironhaven Data Centers LLC (Borrower / Parent of IHDC Frankfurt)
1. Entity Information
IHDC is the principal operating entity of the Ironhaven data center platform and serves as the Borrower under the USD tranche of the Facility. IHDC's headquarters are located in the Ashburn, Virginia data center corridor, and it currently owns and operates three operational data center campuses in the United States (Ashburn, VA; Hillsboro, OR; and San Antonio, TX), with the Frankfurt Campus representing its first international expansion. IHDC is the sole shareholder of IHDC Frankfurt and will grant the Anteilsverpfändung over 100% of IHDC Frankfurt's shares as part of the German-law security package.
2. Key Personnel Screened
The following officers and key personnel of IHDC were individually screened against the EU Consolidated Sanctions List:
With respect to Andrei Volkov, the CTO, we note that Mr. Volkov is a naturalized U.S. citizen born in Kharkiv, Ukraine. His name was screened with particular care using multiple transliteration variants (including "Andriy Volkov," "Andrey Volkov," and Cyrillic-script equivalents where supported by the Screening Platform). No match or near-match was identified. Mr. Volkov has been a U.S. citizen since 2008 and has no current ties to any sanctioned jurisdictions based on the information provided.
Similarly, with respect to Natasha Greenfeld, the VP of Treasury & Capital Markets, the Screening Platform identified a low-confidence potential match against a sanctioned individual with a similar surname. Upon manual review and comparison of full biographical details (including date of birth, nationality, and place of birth), the potential match was determined to be a false positive, and Ms. Greenfeld was confirmed as a distinct individual with no connection to the sanctioned person.
3. Screening Result
Entity Name — Ironhaven Data Centers LLC: No match found on the EU Consolidated Sanctions List. No match found through the supplementary Screening Platform. The entity name was searched in full legal form and in variations (including "Ironhaven," "IHDC," "Iron Haven Data Centers," and "Ironhaven Data Centers").
Officers and Beneficial Owners: All five individuals listed above were screened individually. No matches were found. One false positive (Natasha Greenfeld) was identified, reviewed, and cleared.
Status: CLEARED
D. Ironhaven Holdings Inc. (Parent Guarantor)
1. Entity Information
Ironhaven Holdings Inc. was incorporated as the parent holding company of the Ironhaven data center platform. It is a portfolio company of Thornfield Infrastructure Fund III, LP and serves as the Parent Guarantor under the Credit Agreement, guaranteeing the obligations of the Borrower and the Co-Borrower. Ironhaven Holdings Inc. holds 100% of the membership interests in IHDC and has no material operations or assets other than its investment in IHDC.
2. Screening Result
Entity Name — Ironhaven Holdings Inc.: No match found on the EU Consolidated Sanctions List. No match found through the supplementary Screening Platform. The entity name was searched in full legal form and in variations (including "Ironhaven Holdings," "Iron Haven Holdings," and "Ironhaven Holdings Incorporated").
Beneficial Ownership: Beneficial ownership was traced through the Thornfield Capital Partners, LP / Thornfield Infrastructure Fund III, LP structure to David Thornfield as the ultimate controlling person. David Thornfield was screened individually — No match.
Status: CLEARED
E. Thornfield Capital Partners, LP and Affiliated Entities (Sponsor)
1. Entity Information
Thornfield Capital Partners, LP is a private equity firm focused on infrastructure investments, with a particular emphasis on digital infrastructure, energy transition, and transportation. Thornfield Infrastructure Fund III, LP is the relevant fund that holds the investment in Ironhaven Holdings Inc. The fund's committed capital of approximately $4.8 billion represents institutional investor commitments from pension funds, sovereign wealth funds, insurance companies, and endowments. Thornfield's assets under management across all funds total approximately $14.2 billion.
The Thornfield entities were screened as a group, and each entity was searched individually against the EU Consolidated Sanctions List.
2. Key Personnel Screened
David Thornfield is identified as the ultimate controlling person of the Thornfield platform and, through the chain of ownership described in Section III.A.2 above, the ultimate beneficial owner of IHDC Frankfurt. Elena Castillo leads the digital infrastructure investment vertical at Thornfield and is the designated board observer for Ironhaven Holdings Inc. Graham Ashworth is a portfolio operations professional with day-to-day involvement in the Ironhaven platform.
3. Screening Result
Entity Names: Thornfield Capital Partners, LP — No match. Thornfield Capital Management LLC — No match. Thornfield Infrastructure Fund III, LP — No match. Each entity was searched in full legal form and in variations (including "Thornfield Capital," "Thornfield Partners," "Thornfield Infrastructure," and "Thornfield Fund III").
Key Personnel: David Thornfield — No match. Elena Castillo — No match. Graham Ashworth — No match.
Status: CLEARED
F. Pinnacle Trust Company, N.A. (Collateral Agent / Security Trustee — London Branch)
1. Entity Information
Pinnacle Trust Company, N.A. acts as the Collateral Agent under the Credit Agreement and, through its London branch, serves as the Security Trustee for the German-law security package. The use of the London branch for the German security documentation is consistent with standard market practice for cross-border syndicated lending transactions involving German-law collateral and a parallel-debt (Parallelverbindlichkeit) structure, which enables the Security Trustee to hold the German-law security interests for the benefit of the syndicate of Lenders.
2. Screening Result
Entity Name — Pinnacle Trust Company, N.A.: No match found on the EU Consolidated Sanctions List. No match found through the supplementary Screening Platform. The entity name was searched in full legal form and in variations (including "Pinnacle Trust Company," "Pinnacle Trust," "Pinnacle Trust Co.," and "Pinnacle Trust Company NA London Branch").
Key Personnel: William Hargrove, SVP, Corporate Trust — No match.
Status: CLEARED
G. Euronova Digital GmbH (Frankfurt Campus Anchor Tenant)
1. Entity Information
Euronova Digital GmbH is a German digital infrastructure services company that has executed a pre-lease letter of intent to occupy 20 MW of critical IT load capacity at the Frankfurt Campus. Euronova was screened in connection with this Report because of its commercial nexus to the Frankfurt Campus and, in particular, because receivables arising under the Euronova lease agreement (once executed as a definitive lease) will be subject to the Globalzession in favor of the Security Trustee. As such, lease payments from Euronova Digital GmbH will constitute part of the collateral securing the Frankfurt Sub-Tranche, and the creditworthiness and sanctions compliance status of Euronova are relevant to the Lenders' security.
2. Screening Result
Entity Name — Euronova Digital GmbH: No match found on the EU Consolidated Sanctions List. No match found through the supplementary Screening Platform. The entity name was searched in full legal form and in variations (including "Euronova Digital," "Euronova GmbH," and "EuroNova Digital").
Key Personnel: Key personnel identified through publicly available information (including the managing directors of Euronova Digital GmbH as listed in the Handelsregister) were screened individually. No matches were found.
Status: CLEARED
H. Wendt Falkenberg Rechtsanwälte PartG mbB (German Local Counsel — Borrower Side)
1. Entity Information
Wendt Falkenberg Rechtsanwälte PartG mbB is a Frankfurt-based German law firm with a focus on banking and finance, real estate, and corporate transactions. Dr. Lukas Wendt leads the firm's banking and finance practice and serves as the lead partner for the German-law documentation in connection with the Facility, including the Grundschuldbestellungsurkunde, the Globalzessionsvertrag, the Kontoverpfändungsvertrag, the Sicherungsübereignungsvertrag, and the Anteilsverpfändungsvertrag. Julia Falkenberg is the lead partner for real estate and security matters, with particular responsibility for the land charge (Grundschuld) documentation and coordination with the Grundbuchamt (land registry office).
Wendt Falkenberg was screened as a Frankfurt-Nexus Party because of its direct role in the German-law aspects of the transaction and its involvement in the perfection of security interests over the Frankfurt Campus and related assets.
2. Screening Result
Entity Name — Wendt Falkenberg Rechtsanwälte PartG mbB: No match found on the EU Consolidated Sanctions List. No match found through the supplementary Screening Platform.
Key Personnel: Dr. Lukas Wendt — No match. Julia Falkenberg — No match.
Status: CLEARED
I. Blackthorn & Sundial Software — Frankfurt Office (Agent's German Counsel)
1. Entity Information
Blackthorn & Sundial Software is an international law firm with offices in major financial centers, including Frankfurt am Main. The Frankfurt office serves as German counsel to the Administrative Agent in connection with the Facility. Maximilian Roth, a German-qualified partner in the Banking & Finance group, is the designated lead partner for the German-law aspects of the Facility on behalf of the Agent, with responsibility for review of the German-law security documentation prepared by Wendt Falkenberg and for issuance of an independent German-law legal opinion on enforceability of the security interests.
2. Screening Result
Entity Name — Blackthorn & Sundial Software: No match found on the EU Consolidated Sanctions List. No match found through the supplementary Screening Platform. The entity name was searched as "Blackthorn & Sundial Software," "Blackthorn and Brightmoor Systems," and "Blackthorn Sundial Software."
Key Personnel: Maximilian Roth — No match.
Status: CLEARED
IV. SUMMARY RESULTS TABLE
The following table consolidates the screening results for all Frankfurt-Nexus Parties:
All beneficial owners holding more than 25% of the economic or voting interest in any Screened Party, all managing directors, officers, and key personnel identified in the transaction documents, and all significant shareholders and key contacts were individually screened against the EU Consolidated Sanctions List as of May 8, 2024. No matches were found for any individual. One false positive (Natasha Greenfeld, VP of Treasury & Capital Markets, IHDC) was identified, manually reviewed, and resolved as described in Section III.C.2 above.
V. LIMITATIONS AND QUALIFICATIONS
The screening results documented in this Report are subject to the following limitations and qualifications:
1. Temporal Limitation. Screening was conducted as of May 8, 2024, utilizing the version of the EU Consolidated Sanctions List available on that date. The EU Consolidated Sanctions List is updated periodically by the European Commission to reflect new designations, delistings, amendments, and corrections. It is possible that the EU Consolidated Sanctions List will be updated between the date of screening and the anticipated closing date of June 3, 2024. Accordingly, as recommended in Section VI below, a bring-down screening of all Frankfurt-Nexus Parties should be conducted within 48 hours prior to the closing date to confirm that no new designations have been made with respect to any Screened Party or its beneficial owners.
2. Reliance on KYC Documentation. Calderwood & Harkness relied on KYC documentation and beneficial ownership information provided by or on behalf of each Screened Party in preparing this Report. No independent investigation was conducted to verify the accuracy or completeness of such information, beyond cross-referencing publicly available registries, including the German Commercial Register (Handelsregister), the German Transparency Register (Transparenzregister), and the Delaware Secretary of State corporate records database. Calderwood & Harkness makes no representation or warranty as to the accuracy or completeness of the underlying KYC information.
3. Scope — EU Sanctions Only. This Report covers screening under EU sanctions regulations only, as described in Section II.A above. Screening under other sanctions regimes, including:
(a) the U.S. Treasury Department's Office of Foreign Assets Control (OFAC), including the SDN List, the Sectoral Sanctions Identifications List, and Executive Order-based sanctions programs;
(b) the UK Office of Financial Sanctions Implementation (OFSI) Consolidated List; and
(c) compliance with the German Anti-Money Laundering Act (GwG) and BaFin regulatory requirements,
is addressed in separate memoranda maintained under the same matter number and should be consulted for a comprehensive assessment of the sanctions and AML compliance posture of the transaction.
4. Osprey Insurance Capital, Ltd. The screening of Osprey Insurance Capital, Ltd. (a Bermuda-domiciled insurance company with a $75,000,000 commitment under the Facility) for UK/OFSI sanctions purposes is covered in the separate UK/OFSI Sanctions Screening Memorandum. Osprey was not identified as having a direct Frankfurt nexus requiring EU screening beyond its participation in the aggregate Facility. Osprey's $75,000,000 commitment may be allocated partly to the USD tranche, and its participation in the Frankfurt Sub-Tranche (if any) has not been finalized as of the date hereof. To the extent Osprey's commitment is allocated to the Frankfurt Sub-Tranche prior to closing, supplemental EU screening of Osprey and its beneficial owners should be conducted and documented.
5. NordBrücke AG — Regulated Institution. NordBrücke AG's $150,000,000 commitment is allocated entirely to the Frankfurt Sub-Tranche. As a BaFin-regulated credit institution, NordBrücke AG is subject to comprehensive and ongoing compliance obligations under German and EU law, including sanctions compliance requirements under Council Regulation (EU) No 269/2014 and the GwG. Calderwood & Harkness's screening of NordBrücke AG for purposes of this Report is supplementary to NordBrücke AG's own compliance obligations and does not relieve NordBrücke AG or any other party of independent obligations to comply with applicable sanctions laws and regulations.
6. Beneficial Ownership — Fund Structures. With respect to the Thornfield entities, beneficial ownership screening was conducted at the general partner and management level (i.e., tracing control through Thornfield Capital Partners, LP and its general partner, Thornfield Capital Management LLC, to David Thornfield). Individual limited partners of Thornfield Infrastructure Fund III, LP were not individually screened, consistent with standard market practice for institutional private equity fund structures in which no single limited partner holds a controlling interest. The general partner has represented that no limited partner holds more than 25% of the committed capital of the fund.
7. No Legal Opinion. No legal opinion is expressed in this Report. This Report is a factual summary of the screening results obtained through the methodology described in Section II.B above. The Report does not constitute legal advice regarding the applicability or interpretation of any EU sanctions regulation and should not be relied upon as such. Parties seeking legal advice regarding EU sanctions compliance should consult qualified EU sanctions counsel.
VI. RECOMMENDATION AND NEXT STEPS
Based on the screening results documented in this Report, the following recommendations are made:
1. Clearance for Closing. All Frankfurt-Nexus Parties are cleared for purposes of proceeding toward the anticipated closing of the Facility on June 3, 2024. No impediments to closing have been identified from an EU sanctions perspective based on the screening conducted as of May 8, 2024.
2. Bring-Down Screening. Calderwood & Harkness recommends that a bring-down screening of all Frankfurt-Nexus Parties be conducted against the then-current version of the EU Consolidated Sanctions List no later than June 1, 2024 (i.e., two business days prior to the closing date). The bring-down screening should cover all entities and individuals identified in this Report and should be conducted using the same methodology described in Section II.B above. If any changes to the EU Consolidated Sanctions List are identified between now and the bring-down date that may be relevant to the Screened Parties, Calderwood & Harkness will provide prompt notification to Ms. Okafor and the deal team.
3. Lender and Borrower Compliance Certificates. Each Lender participating in the EUR sub-tranche (NordBrücke AG) and each Borrower party (IHDC Frankfurt and IHDC) should be required to deliver Lender KYC/OFAC Compliance Certificates and Borrower Sanctions Compliance Certificates (as applicable) prior to funding, confirming ongoing compliance with applicable sanctions laws and regulations, including EU sanctions regulations. Calderwood & Harkness should review the form of such certificates to ensure that they encompass EU sanctions compliance in addition to OFAC compliance.
4. Transparenzregister Filing. Calderwood & Harkness recommends that the team confirm with Wendt Falkenberg that the Transparenzregister filing for IHDC Frankfurt — documenting the beneficial ownership chain from IHDC Frankfurt through IHDC, Ironhaven Holdings Inc., and Thornfield Infrastructure Fund III, LP to David Thornfield and Thornfield Capital Partners, LP — has been completed and that a receipt or acknowledgment of filing has been obtained. This filing is required under Section 20 of the GwG and must be in place prior to the disbursement of funds.
5. GwG Coordination with Wendt Falkenberg. Calderwood & Harkness should coordinate with Wendt Falkenberg Rechtsanwälte PartG mbB regarding any German regulatory notifications or filings required under the GwG in connection with the disbursement of EUR sub-tranche funds through NordBrücke AG's escrow arrangement. This includes confirmation that NordBrücke AG has completed its own GwG due diligence with respect to IHDC Frankfurt as a customer and that any required notifications to the Financial intelligence Unit (Zentralstelle für Finanztransaktionsuntersuchungen, "FIU") have been made or are not required.
6. Supplemental Report. The results of the bring-down screening to be conducted on or about June 1, 2024 should be memorialized in a supplemental report or addendum to this Report. Such supplemental report should be included in the closing deliverables and filed under the same matter number. In the event that the bring-down screening identifies any new designations affecting a Screened Party, Calderwood & Harkness should immediately notify Ms. Okafor and the client and prepare a detailed assessment of the implications for the closing.
7. Ongoing Monitoring. Following the closing, the Credit Agreement should be reviewed to confirm that it contains appropriate representations, warranties, and covenants regarding ongoing sanctions compliance by the Borrower, the Co-Borrower, and the Parent Guarantor, including with respect to EU sanctions. Calderwood & Harkness should also advise the client regarding the establishment of an internal sanctions compliance monitoring program to ensure ongoing compliance with EU sanctions regulations for the duration of the Facility.
VII. APPENDICES
Appendix A — EU Consolidated Sanctions List Search Parameters
The following table sets forth the search terms used for each entity and individual screened in connection with this Report. All searches were conducted against the EU Consolidated Sanctions List as accessed through the European Commission's Financial Sanctions database on May 8, 2024 (database version: May 7, 2024 update). Supplementary screening was conducted through Calderwood & Harkness's third-party Screening Platform on the same date.
Database Version: EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, last updated May 7, 2024.
Date of Access: May 8, 2024.
Entities Searched:
Individuals Searched:
PDF printouts of search results for each entity and individual search are maintained in the electronic matter file under the subfolder "Sanctions Screening / EU Consolidated List / May 2024" and are available upon request.
Appendix B — Beneficial Ownership Charts
Chart 1: IHDC Frankfurt Ownership Chain
The following chart illustrates the beneficial ownership chain from Ironhaven Frankfurt GmbH to the ultimate controlling person:
David Thornfield (Ultimate Controlling Person)