Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the Oregon Public Utility Commission ("OPUC" or the "Commission") approval process applicable to the proposed acquisition of 100% of the outstanding equity interests of Cascadia Renewables Holdings, Inc. ("Cascadia" or "CRH"), an Oregon corporation, by Cascadia Acquisition Corp. ("Acquisition Corp."), a newly formed Delaware corporation wholly owned by

II. Background on the Transaction A. Transaction Overview Cascadia Renewables Holdings, Inc. is an Oregon corporation headquartered at 1100 SW Sixth Avenue, Suite 1800, Portland, Oregon 97204. Founded in 2003, Cascadia owns and operates a diversified portfolio of renewable energy and water-infrastructure assets across the Pacific Northwest, including fourteen (14) hydroelectric generation facilities, six (6) wind far

III. Oregon Regulatory Framework A. Governing Statutes The OPUC's authority to review and approve changes of control of Oregon public utilities derives from several interrelated statutory provisions in Oregon Revised Statutes Chapter 757. The principal statutes applicable to the proposed transaction are summarized below. ORS § 757.480 — Transfer of Utility Property and Change of Control. This is the primary statute g

IV. Application Requirements and Filing Process A. Filing Content Requirements The OPUC application for approval of the proposed acquisition must contain a comprehensive set of information addressing the transaction structure, the parties involved, the financial implications, and the public interest considerations. Based on our review of OAR Chapter 860, Division 027 and prior OPUC filings in comparable proceedings,

V. OPUC Review Process and Expected Timeline A. Procedural Stages The OPUC review process for a change-of-control application under ORS § 757.480 proceeds through several distinct procedural stages. While the specific procedures may vary depending on whether the proceeding is contested or uncontested, the general progression is as follows:

1. Filing and Docket Assignment. Upon receipt of a complete application, the OPUC's Administrative Hearings Division assigns a docket number and opens a formal proceeding. The docket number serves as the official case reference throughout the proceeding. For the Cascadia transaction, the anticipated docket number is UM-2287, which was subsequently confirmed upon the filing of the application on October 14, 2022. The

2. Public Notice and Comment Period. Following the acceptance of a complete application, the OPUC publishes a public notice in the Commission's bulletin and, in some cases, in newspapers of general circulation in affected service areas. The public notice describes the proposed transaction, identifies the parties, and invites interested persons and entities to file comments or petitions to intervene in the proceeding.

3. Intervention and Party Status. Interested parties who wish to participate actively in the proceeding—beyond the submission of written comments—may file petitions to intervene. Intervention grants the petitioner full party status, including the right to participate in discovery, file testimony, cross-examine witnesses, and participate in settlement negotiations. Based on our review of comparable proceedings, we ant

4. Discovery and Testimony. If the proceeding is contested—meaning that one or more intervenors raise substantive objections to the application or request a formal evidentiary hearing—the Commission or its designated administrative law judge ("ALJ") will establish a procedural schedule that typically includes phases for written discovery (interrogatories and requests for production of documents), the filing of direct

5. Settlement Conferences. In many Oregon utility proceedings, the parties engage in settlement negotiations aimed at reaching a stipulated resolution that can be presented to the Commission for approval. Settlement conferences may be convened at the direction of the ALJ or may be initiated voluntarily by the parties. Stipulated agreements typically set forth a negotiated set of conditions under which the parties agr

6. Hearing. If the proceeding is not resolved by stipulation, the ALJ will conduct evidentiary hearings at which the parties present their cases through live testimony, cross-examination of witnesses, and the introduction of exhibits. The ALJ will prepare a proposed order containing findings of fact and conclusions of law, which is submitted to the full Commission for review.

7. Commission Decision. The full Commission issues a final order approving, approving with conditions, or denying the application. In contested proceedings, the Commission may adopt, modify, or reject the ALJ's proposed order. In stipulated proceedings, the Commission typically issues a final order adopting the stipulation. The final order is subject to reconsideration and judicial review under applicable Oregon admi

VI. Precedent Transactions and OPUC Outcomes A. Summary of Relevant Precedents In evaluating the likely outcome of the OPUC review process for the Cascadia transaction, we have identified and reviewed several recent OPUC proceedings involving changes of control of Oregon utilities or utility-owning holding companies. We have focused in particular on proceedings involving infrastructure fund or private equity acquirer

VII. Strategic Considerations for Ironside and ICM Co-Invest A. Disclosure Obligations The OPUC review process will require extensive disclosure regarding the identities, financial condition, and qualifications of all entities and individuals involved in the acquisition. As the investment adviser to ICM Co-Invest and the ultimate economic interest holder (through its affiliated limited partners) of a 28.57% equity in