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Tallgrass Capital Holdings Capital Markets 12 docs · open →

Document types detected

Analysis / memo5

Contract / agreement3

Other2

Correspondence1

Engagement letter1

Parties across the matter

CERTIFICATE Greenfield Agricultural Partners LLCFOR DELIVERY Ridgeline Securities LLCGREENFIELD AGRICULTURAL PARTNERS LLCGreenfield Agricultural Partners LLCHARKNESS LLPHaas LLPHarkness LLPIssuer Greenfield Agricultural Partners LLCLIST Greenfield Agricultural Partners LLCLeveraged Finance Ridgeline Securities LLCOfficer Greenfield Agricultural Partners LLCRidgeline Securities LLCSecretary Greenfield Agricultural Partners LLCTallgrass Capital GP LLC

Chronology

2027-06-30 · termination-analysis-memo-2022-07-08.docx

… $30,000,000 Rule 144A private placement of senior unsecured notes due June 30, 2027 (the "Notes"). This memorandum also identifies GAP's surviving obligations under the Purc …

2027-06-30 · 10b-5-disclosure-letter-draft.docx

… $30,000,000 Aggregate Principal Amount of Senior Unsecured Notes due June 30, 2027 — Rule 144A Private Placement; Purchase Agreement dated June 20, 2022 (the "Purchase Agre …

2027-06-30 · closing-checklist-draft.xlsx

… LD AGRICULTURAL PARTNERS LLC — $30,000,000 Senior Unsecured Notes due June 30, 2027 — Rule 144A Private Placement — Draft Closing Checklist — Anticipated Closing Date: June …

2027-06-30 · officers-certificate-draft.docx

… $30,000,000 Aggregate Principal Amount of Senior Unsecured Notes due June 30, 2027 June 30, 2022 The undersigned, Douglas Evanston, hereby certifies as follows in his capac …

2027-06-30 · client-closing-letter-2022-07-15.docx

… ssuance date was June 30, 2022, with a corresponding maturity date of June 30, 2027. The Notes were to bear interest at a fixed rate, with the initial price talk communicate …

2027-06-30 · expense-reimbursement-letter-ridgeline-2022-07-11.docx

… 00,000 aggregate principal amount of GAP's senior unsecured notes due June 30, 2027 (the "Notes"), which were to be offered and sold in a private placement to qualified inst …

2027-06-30 · indenture-draft-v6-2022-06-15.docx

… ___ $30,000,000 Aggregate Principal Amount Senior Unsecured Notes due June 30, 2027 ________________________________________ CUSIP: 39572L AA 3 (reserved) ISIN: US39572LAA35 …

2027-06-30 · preliminary-offering-memorandum-2022-06-01.docx

… pricing; initial price talk 8.750%–9.250%). The notes will mature on June 30, 2027. Interest on the notes will be payable semi-annually in arrears on June 30 and December 3 …

2027-06-30 · purchase-agreement-executed-2022-06-20.docx

… ENT $30,000,000 Aggregate Principal Amount Senior Unsecured Notes due June 30, 2027 June 20, 2022 This PURCHASE AGREEMENT (this "Agreement") is entered into as of June 20, 2 …

2027-06-30 · registration-rights-agreement-draft-2022-06-15.docx

… ,000,000 aggregate principal amount of its Senior Unsecured Notes due June 30, 2027 (the "Notes"). RECITALS WHEREAS, the Company and the Initial Purchaser have entered into, …

2024-08-15 · termination-analysis-memo-2022-07-08.docx

… vernight Financing Rate ("SOFR") plus 325 basis points and matures on August 15, 2024. (b) Approximately $9.25 million for capital expenditures related to the construction of …

2024-08-15 · closing-checklist-draft.xlsx

… 8,000,000; facility: $40,000,000 commitment, SOFR + 325 bps, maturing August 15, 2024); (iv) $9,250,000 to capital expenditure account for Ames adjuvant blending facility (380 …

2024-08-15 · client-closing-letter-2022-07-15.docx

… vernight Financing Rate ("SOFR") plus 325 basis points and matures on August 15, 2024. The partial refinancing was intended to reduce the Company's near-term exposure to float …

2024-08-15 · due-diligence-request-list.docx

… ation of the maturity date of the Meridian Facility (understood to be August 15, 2024), and copies of any option to extend or any amendments providing for extension of the mat …

2024-08-15 · indenture-draft-v6-2022-06-15.docx

… Overnight Financing Rate ("SOFR") plus 325 basis points, maturing on August 15, 2024, as such facility may be amended, restated, supplemented, modified, extended, renewed, re …

2024-08-15 · preliminary-offering-memorandum-2022-06-01.docx

… + 325 basis points. The Meridian revolving credit facility matures on August 15, 2024 and is secured by substantially all of GAP's assets. • Approximately $9,250,000 to fund …

2024-08-15 · purchase-agreement-executed-2022-06-20.docx

… nancing Rate ("SOFR") plus 325 basis points per annum, and matures on August 15, 2024, as more fully described in Schedule 3 hereto. "Exchange Act" means the Securities Exchan …

2023-03-28 · registration-rights-agreement-draft-2022-06-15.docx

… suance date), the Consummation Deadline would have been approximately March 28, 2023. "DTC" means The Depository Trust Company, or any successor thereto. "Exchange Act" means …

2022-12-30 · termination-analysis-memo-2022-07-08.docx

… nually in arrears on June 30 and December 30 of each year, commencing December 30, 2022. The offering was structured as a private placement exempt from registration under Sectio …

2022-12-30 · indenture-draft-v6-2022-06-15.docx

… ent Date" means each June 30 and December 30 of each year, commencing December 30, 2022; provided that if any Interest Payment Date would otherwise fall on a day that is not a B …

2022-12-30 · preliminary-offering-memorandum-2022-06-01.docx

… nually in arrears on June 30 and December 30 of each year, commencing December 30, 2022. The notes will be senior unsecured obligations of GAP and will rank pari passu in right …

2022-12-27 · registration-rights-agreement-draft-2022-06-15.docx

… ted issuance date), the Filing Deadline would have been approximately December 27, 2022. "FINRA" means the Financial Industry Regulatory Authority, Inc. "Holder" means any holde …

2022-08-10 · expense-reimbursement-letter-ridgeline-2022-07-11.docx

… ithin thirty (30) days of the date of this letter (i.e., on or before August 10, 2022). While GAP does not intend to assert a statute of limitations defense with respect to in …

2022-07-15 · closing-checklist-draft.xlsx

2022-07-15 · client-closing-letter-2022-07-15.docx

… : (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com July 15, 2022 VIA EMAIL AND FIRST-CLASS MAIL Douglas Evanston, Esq. General Counsel & Corporate Secreta …

2022-07-11 · client-closing-letter-2022-07-15.docx

… , travel costs, due diligence expenses, and communication charges. On July 11, 2022, C&H sent an expense reimbursement acknowledgment letter on behalf of the Company to Thom …

2022-07-11 · expense-reimbursement-letter-ridgeline-2022-07-11.docx

… : (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com July 11, 2022 Thomas Reardon Managing Director, Leveraged Finance Ridgeline Securities LLC 399 Park Ave …

2022-07-08 · termination-analysis-memo-2022-07-08.docx

… icable privilege. CALDERWOOD & HARKNESS LLP INTERNAL MEMORANDUM Date: July 8, 2022 To: Robert Adeyemi, Partner, Capital Markets From: Claire Dempsey, Lead Associate, Capita …

2022-07-08 · closing-checklist-draft.xlsx

… e Agreement §9(b) (market out) | Ridgeline Securities LLC | COMPLETED 2022-07-08 | C&H internal closing/termination memorandum circulated | Calderwood & Harkness LLP (Cla …

2022-07-08 · client-closing-letter-2022-07-15.docx

… enior unsecured notes due 2027 (the "Notes"). As discussed during our July 8, 2022 conference call and as more fully described below, the offering was terminated prior to c …

2022-07-01 · termination-analysis-memo-2022-07-08.docx

… elevant to a potential re-launch of the offering at a future date. On July 1, 2022, Ridgeline delivered formal written termination notice to GAP, invoking the market-out cl …

2022-07-01 · 10b-5-disclosure-letter-draft.docx

… red. Offering terminated June 28, 2022; Purchase Agreement terminated July 1, 2022 pursuant to §9(b) (market out). …

2022-07-01 · closing-checklist-draft.xlsx

2022-07-01 · client-closing-letter-2022-07-15.docx

… ination: III. Termination of the Offering A. Basis for Termination On July 1, 2022, Ridgeline Securities exercised its termination right under Section 9(b) of the Purchase …

2022-07-01 · expense-reimbursement-letter-ridgeline-2022-07-11.docx

… wledge receipt of Ridgeline's formal written termination notice dated July 1, 2022 (the "Termination Notice"), in which Ridgeline exercised its right to terminate the Purch …

2022-06-30 · termination-analysis-memo-2022-07-08.docx

… te coupon with a five-year maturity, with a targeted issuance date of June 30, 2022, and a maturity date of June 30, 2027. Interest on the Notes was to be payable semi-annua …

2022-06-30 · 10b-5-disclosure-letter-draft.docx

… Billing No.: 014723.00001 DRAFT — Prepared for anticipated closing on June 30, 2022. Never finalized or delivered. Offering terminated June 28, 2022; Purchase Agreement term …

2022-06-30 · closing-checklist-draft.xlsx

… ivate Placement — Draft Closing Checklist — Anticipated Closing Date: June 30, 2022 — Prepared by: Claire Dempsey / Audrey Zhou, Calderwood & Harkness LLP — DRAFT — Last Upd …

2022-06-30 · officers-certificate-draft.docx

… ggregate Principal Amount of Senior Unsecured Notes due June 30, 2027 June 30, 2022 The undersigned, Douglas Evanston, hereby certifies as follows in his capacity as General …

2022-06-30 · client-closing-letter-2022-07-15.docx

… cured notes with a five-year maturity. The targeted issuance date was June 30, 2022, with a corresponding maturity date of June 30, 2027. The Notes were to bear interest at …