Contract analysis

I. Executive Summary Calderwood & Harkness LLP has been engaged by Ironside Capital Management LP ("Ironside" or "ICM") to assess whether a voluntary filing with the Committee on Foreign Investment in the United States ("CFIUS") is advisable in connection with the proposed acquisition of one hundred percent (100%) of the outstanding equity interests of Cascadia Renewables Holdings, Inc. ("Cascadia" or "CRH") by Casca

II. Background A. The Transaction The proposed transaction is structured as a negotiated acquisition of one hundred percent (100%) of the outstanding equity interests of CRH by AcquisitionCo. AcquisitionCo is a newly formed Delaware corporation that was organized for the sole purpose of effectuating this acquisition and will serve as the direct holding company for Cascadia following the closing. The selling parties i

1. Ironside Capital Management LP Ironside Capital Management LP ("Ironside" or "ICM") is a Delaware limited partnership headquartered at 590 Madison Avenue, 38th Floor, New York, New York 10022. Ironside was founded in 2009 by Marcus J. Calloway and is registered as an investment adviser with the U.S. Securities and Exchange Commission ("SEC") pursuant to the Investment Advisers Act of 1940, as amended. As of the mo

2. ICM Cascadia Co-Invest, LP ICM Cascadia Co-Invest, LP ("ICM Co-Invest" or the "Vehicle") is a Delaware limited partnership formed on July 22, 2022 (Delaware Secretary of State File No. 7439218; Employer Identification Number 88-3921457). The registered agent for ICM Co-Invest is Cascade Systems, located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. ICM Co-Invest was formed for the sole purpose of makin

3. Meridian Infrastructure Partners LP Meridian Infrastructure Partners LP ("Meridian") is a Delaware limited partnership headquartered at 200 Clarendon Street, Suite 4200, Boston, Massachusetts 02116. Meridian was co-founded by David R. Hargreaves, who serves as Managing Partner. As of the most recent reporting period, Meridian manages total AUM of approximately $22.5 billion across a series of infrastructure-focuse

4. Meridian Infrastructure Partners Fund IV, LP ("Fund IV") Meridian Infrastructure Partners Fund IV, LP ("Fund IV") is a Delaware limited partnership with total committed capital of approximately $6.2 billion. Fund IV is a 2021 vintage infrastructure fund targeting investments in North American energy, water, transport, and digital infrastructure assets. Fund IV has committed $750,000,000 to the Cascadia transaction

5. Meridian Infrastructure GP IV LLC Meridian Infrastructure GP IV LLC is a Delaware limited liability company that serves as the general partner of both Fund IV and ICM Co-Invest. As noted above, its managers are David R. Hargreaves, Lillian Fong, and Graham Whitfield. The LLC does not have any foreign persons among its members or managers. C. The Target Cascadia Renewables Holdings, Inc. ("Cascadia" or "CRH") is a

III. CFIUS Legal Framework A. Statutory and Regulatory Authority The Committee on Foreign Investment in the United States ("CFIUS") is an interagency committee of the United States Government established pursuant to Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565) (the "DPA"). CFIUS is chaired by the Secretary of the Treasury and includes representatives from the Departments of State,

IV. Risk Assessment: Why a Voluntary Filing Is Nonetheless Advisable Although we have concluded that the proposed transaction does not constitute a "covered transaction" and that no mandatory filing obligation exists, we nonetheless recommend that the parties file a voluntary short-form declaration with CFIUS. This recommendation is based on a careful assessment of the risks and benefits associated with a voluntary f

V. Recommended Filing Approach A. Declaration vs. Full Joint Voluntary Notice Based on the analysis set forth in Sections III and IV above, we recommend filing a short-form declaration pursuant to 31 C.F.R. § 800.401(f) rather than a full joint voluntary notice under 31 C.F.R. § 800.501. This recommendation is grounded in the following considerations: (a) No foreign person is involved in the transaction, and the tran

VI. Coordination with Other Regulatory Approvals The CFIUS filing is independent of, but complementary to, the FERC and OPUC regulatory proceedings. While CFIUS operates under a separate statutory framework and review process, the substantive themes addressed in the CFIUS declaration — including the domestic ownership structure, the nature of the acquiring parties, and the absence of foreign government influence — ar

VII. Conclusion and Recommendation Based on the analysis set forth in this memorandum, we reach the following conclusions and recommendation:

1. The proposed acquisition of Cascadia Renewables Holdings, Inc. by Cascadia Acquisition Corp. does not constitute a "covered transaction" under Section 721 of the Defense Production Act of 1950, as amended, because no "foreign person" (as defined at 31 C.F.R. § 800.224) is involved as an acquirer, investor, or party exercising control or governance rights in any entity in the acquisition chain.

2. There is no mandatory filing obligation under FIRRMA or the implementing regulations at 31 C.F.R. Parts 800 or 802.

3. Notwithstanding the foregoing, we strongly recommend that the parties file a voluntary short-form declaration with CFIUS to obtain safe harbor protection. This recommendation is based on: (a) the critical infrastructure nature of Cascadia's assets, including fourteen FERC-licensed hydroelectric generation facilities, six wind farms, and three water-treatment concessions (including the Bull Run Filtration Project s

4. We are prepared to draft the declaration and to coordinate with Breckenridge Sloane & Pratt LLP upon Ironside's authorization to proceed. We anticipate that the declaration can be finalized and submitted within the week of September 12-16, 2022, consistent with the target timeline discussed in Section V.C above. We respectfully request that Ironside confirm its authorization to proceed with the filing at its earli

VIII. Post-Filing Update This section was added upon receipt of CFIUS acknowledgment and response, and supplements the original memorandum dated September 5, 2022. Consistent with the recommendation set forth in this memorandum, a voluntary short-form declaration was prepared by Calderwood & Harkness LLP, in coordination with Breckenridge Sloane & Pratt LLP, and was submitted to CFIUS on behalf of AcquisitionCo. The