Contract analysis

I. Executive Summary The purpose of this memorandum is to provide Ironside Capital Management LP ("Ironside" or "ICM") with a comprehensive analysis of the governance framework applicable to ICM Cascadia Co-Invest, LP (the "Vehicle" or "Co-Invest") during the dormancy period that commenced on January 9, 2023. On that date, Meridian Infrastructure GP IV LLC (the "GP") issued a Capital Call Suspension Notice pursuant t

II. Background A. Formation and Purpose of the Co-Investment Vehicle ICM Cascadia Co-Invest, LP was formed as a Delaware limited partnership. The Certificate of Limited Partnership was filed with the Delaware Secretary of State on July 22, 2022, and was assigned Delaware Secretary of State File Number 7439218. The Vehicle was assigned Employer Identification Number 88-3921457 by the Internal Revenue Service. The regi

III. Analysis of Ironside's Rights During Dormancy The LP Agreement and Side Letter provide Ironside with a comprehensive set of protective rights during any period of dormancy following a Material Impediment Event declaration. These rights are designed to ensure transparency, preserve Ironside's consent authority over material actions, and provide a mechanism for Ironside to exit the Vehicle if dormancy persists. We

Section 7.04(a) of the LP Agreement, as supplemented by the Side Letter, requires the GP to provide quarterly written status reports to the LP during any period of dormancy following a Material Impediment Event declaration. These reports serve as the primary mechanism through which Ironside will receive information about the status of the Vehicle and the underlying transaction during the dormancy period. The LP Agree

Section 5.03 of the LP Agreement establishes a set of actions that require the prior written consent of the LP during any period of dormancy following a Material Impediment Event. These consent rights provide Ironside with effective veto power over a range of material GP actions and are central to Ironside's governance protections during dormancy. Specifically, the following actions require Ironside's prior written c

IV. Ironside's Continuing Obligations During Dormancy While dormancy suspends the Vehicle's investment activity and capital call obligations, Ironside and the Vehicle itself retain certain ongoing obligations that must be satisfied during the dormancy period. These obligations are primarily administrative and compliance-related in nature, but they are nonetheless important to track and fulfill diligently. A. Entity M

Section 10.02 of the LP Agreement provides that the LP must cooperate reasonably with the GP in connection with the Vehicle's operations, regulatory filings, and tax reporting during the dormancy period. This cooperation obligation is not onerous but does require Ironside to respond in a timely and good-faith manner to reasonable requests from the GP. Specifically, Ironside's cooperation obligations may include: (i)

V. GP's Duties and Constraints During Dormancy The dormancy period does not relieve the GP of its obligations to the Vehicle or to Ironside as the LP. To the contrary, the GP remains subject to fiduciary duties, expense management obligations, and constraints on its authority that are specifically designed to protect the LP's interests during periods of inactivity. A. Fiduciary Duties Under the LP Agreement and the D

VI. Financial Exposure Analysis During Dormancy A thorough understanding of Ironside's financial exposure during the dormancy period is essential to informed decision-making regarding strategic options. This section analyzes Ironside's capital at risk, estimated dormancy expenses, opportunity costs, and considerations related to the R&W insurance and debt commitment. A. Capital Deployed The Vehicle has called and dep

VII. Strategic Options Ironside has several strategic options available to it during the dormancy period. The appropriate course of action depends on a number of factors, including the evolution of the concession renegotiation, the status of regulatory approvals, the availability of financing, the relationship with Meridian, and Ironside's broader investment strategy and portfolio considerations. We analyze each opti