1023-00001 · Ironside Capital Management LP · Dormancy/Compliance

annual-compliance-memo-fy2023.docx DOCUMENT Funds

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MEMORANDUM

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

TO: Pamela Cross, Responsible Partner, Funds & Asset Management, Calderwood & Harkness LLP Nicholas Stern, Billing Partner, Funds & Asset Management, Calderwood & Harkness LLP

CC: Renata Obasi, Senior Managing Director, Infrastructure, Ironside Capital Management LP Owen Fischer, Working Associate, Funds & Asset Management, Calderwood & Harkness LLP

FROM: Theresa Kim, Lead Associate, Funds & Asset Management, Calderwood & Harkness LLP

DATE: February 2024

RE: Annual Compliance Memorandum — ICM Cascadia Co-Invest, LP (EIN: 88-3921457; DE SOS File No. 7439218) — Fiscal Year 2023

C&H Matter No.: 1023-00001

I. Purpose and Summary

This memorandum documents the annual compliance obligations completed or pending for ICM Cascadia Co-Invest, LP (the "Vehicle" or the "Partnership") for the fiscal year ending December 31, 2023 ("FY 2023"). It is prepared in accordance with the firm's standard practice of providing an annual compliance review for all fund vehicles and co-investment entities maintained by clients of the Funds & Asset Management practice group. This memorandum constitutes the second annual compliance memorandum prepared by Calderwood & Harkness LLP ("C&H") with respect to the Vehicle, following the initial FY 2022 compliance memorandum dated February 2023.

ICM Cascadia Co-Invest, LP is a Delaware limited partnership formed on July 22, 2022, pursuant to a Certificate of Limited Partnership filed with the Delaware Secretary of State. The Partnership was organized as a co-investment vehicle to facilitate a proposed acquisition of equity interests in Cascadia Renewables Holdings, Inc., an Oregon corporation with renewable energy operations in Oregon, Washington, and Idaho. The general partner of the Partnership is Meridian Infrastructure GP IV LLC, a Delaware limited liability company, which holds a 0.01% general partnership interest. The sole limited partner is Ironside Capital Management LP, a Delaware limited partnership, which holds a 99.99% limited partnership interest. The Partnership's Amended and Restated Agreement of Limited Partnership, dated as of August 10, 2022 (the "LP Agreement"), governs the rights and obligations of the partners.

Total committed capital of the Vehicle is $300,000,000. As of the date of this memorandum, a single capital call in the amount of $22,500,000 has been made, which was dated August 15, 2022 and funded on or about August 22, 2022. The unfunded capital commitment of the partners as of December 31, 2023 is $277,500,000. Of the called capital, approximately $3,500,000 was designated as working-capital reserve to fund ongoing dormancy operating expenses, administrative fees, and related costs. An additional $4,875,000 was applied to the premium deposit on the representations and warranties insurance policy described in Section IX below. The balance of called capital remains on deposit in the Vehicle's designated custodial account.

The Vehicle has been dormant since January 9, 2023, when Meridian Infrastructure GP IV LLC, in its capacity as General Partner, issued a capital-call suspension notice pursuant to Section 7.04 of the LP Agreement, declaring the existence of a Material Impediment Event (as defined in the LP Agreement). The Material Impediment Event arose from delays in the FERC Section 203 approval process and related regulatory proceedings before the Oregon Public Utility Commission. No investment activity, additional capital calls, or distributions have occurred since January 9, 2023, and accordingly, no such activity occurred during FY 2023.

The annualized dormancy operating expenses of the Vehicle are estimated at approximately $185,000. These expenses encompass fund administration fees payable to Kendrick Thorne & Associates LLP, registered agent fees payable to Cascade Systems, the Delaware franchise tax, audit and accounting fees, and Schedule K-1 preparation costs. All dormancy operating expenses are funded from the working-capital reserve established at the time of the initial capital call.

Summary Conclusion: Based on our review, all required FY 2023 filings and entity maintenance actions have been completed or are on track for timely completion within the applicable filing periods. No material compliance deficiencies have been identified. The Vehicle remains in good standing in Delaware and continues to be maintained in dormant status pending a determination by Ironside Capital Management LP as to whether to reactivate the proposed transaction or elect to wind down the Vehicle pursuant to Section 7.04(c) of the LP Agreement.

II. Entity Identification and Basic Information

The following table summarizes the key identifying and structural information for the Vehicle. This information has been confirmed against the Certificate of Limited Partnership on file with the Delaware Secretary of State, the LP Agreement, and records maintained in the C&H matter file.

No changes to any of the foregoing information occurred during FY 2023. The registered agent, registered office, principal office address, general partner, and limited partner each remained unchanged throughout the fiscal year. Accordingly, no Certificate of Amendment or other filing with the Delaware Secretary of State was necessary during FY 2023 to reflect any modification to the Vehicle's organizational information.

III. Delaware Franchise Tax — FY 2023

A. Applicability. Delaware limited partnerships are subject to an annual tax imposed pursuant to 6 Del. C. § 17-1109. Unlike the franchise tax applicable to Delaware corporations, which is calculated based on authorized shares or assumed par value capital, the annual tax for a Delaware limited partnership is a flat statutory fee of $300 per year under the current rate schedule. This annual tax applies regardless of whether the limited partnership conducted business, earned income, or held assets during the applicable tax year. The annual tax is due and payable on or before June 1 of each year for the preceding calendar year.

Because ICM Cascadia Co-Invest, LP is a Delaware limited partnership, it is subject to this annual tax obligation for FY 2023. The dormant status of the Vehicle does not affect the applicability of the tax; as long as the Certificate of Limited Partnership remains on file with the Delaware Secretary of State, the annual tax obligation continues to accrue.

B. FY 2023 Filing Status

The FY 2023 Delaware annual tax of $300 for ICM Cascadia Co-Invest, LP is due on or before June 1, 2024. As of the date of this memorandum, the payment deadline has not yet arrived. We have confirmed with Kendrick Thorne & Associates LLP, in its capacity as fund administrator, that the FY 2023 annual tax payment is included on the Vehicle's compliance calendar and that funding for the payment is available from the Vehicle's working-capital reserve.

For reference, the prior year's annual tax obligation (FY 2022) in the amount of $300 was timely paid, as confirmed in the FY 2022 compliance memorandum dated February 2023. No penalties, interest, or delinquency notices were incurred with respect to the FY 2022 payment.

It should be noted that failure to timely pay the Delaware annual limited partnership tax results in the imposition of a $200 late penalty and interest at the rate of 1.5% per month on the unpaid amount. Continued failure to pay the annual tax may ultimately result in the administrative cancellation of the Certificate of Limited Partnership by the Delaware Secretary of State, which would effectively terminate the legal existence of the Partnership. Given the potential adverse consequences of a cancellation — including the loss of the Vehicle's capacity to hold assets, enforce contractual rights, and resume operations — timely payment of the annual tax is essential, even during the dormancy period.

C. Action Items

1. Confirm with Kendrick Thorne & Associates LLP that the FY 2023 Delaware annual tax payment of $300 has been calendared for submission and that the payment will be funded from the Vehicle's working-capital reserve (originally funded at approximately $3,500,000 from the August 15, 2022 capital call proceeds).

2. Following submission of the payment, verify receipt by the Delaware Secretary of State's office and retain confirmation of payment (whether in the form of a receipt, canceled check, or electronic confirmation) in the C&H matter file.

3. Ensure that the FY 2024 annual tax obligation ($300, due June 1, 2025) is added to the compliance calendar.

IV. Delaware Annual Report

A. Applicability. Unlike Delaware corporations, which are required to file an annual report with the Delaware Division of Corporations pursuant to 8 Del. C. § 502, Delaware limited partnerships are not required to file a separate annual report with the Delaware Secretary of State. The Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.) does not impose an annual report filing obligation on limited partnerships. The annual tax payment described in Section III above satisfies the Partnership's sole annual state filing obligation in Delaware.

Accordingly, no annual report filing was required for ICM Cascadia Co-Invest, LP for FY 2023, and none was made. This is consistent with the Vehicle's treatment in FY 2022.

B. Good Standing Verification

Although no annual report filing is required, we recommend that a Certificate of Good Standing (also referred to as a Certificate of Status) be obtained from the Delaware Secretary of State confirming that ICM Cascadia Co-Invest, LP remains in good standing as of the date following the FY 2023 annual tax payment. A Certificate of Good Standing serves as official confirmation that the Partnership's Certificate of Limited Partnership is on file and that all taxes due to the State of Delaware have been timely paid.

Maintaining good standing is necessary for several important purposes. First, good standing is a prerequisite to the enforceability of the LP Agreement and the contractual rights of the partners. Second, the Vehicle's capacity to hold assets (including, but not limited to, the working-capital reserve, the premium deposit on the R&W insurance policy, and any claims or rights under the Equity Purchase Agreement) depends on the continued legal existence of the Partnership. Third, should the proposed transaction be reactivated, the Vehicle would need to demonstrate good standing in connection with any financing, regulatory filing, or closing deliverable.

A Certificate of Good Standing was obtained for FY 2022, and a copy is retained in the C&H matter file. The same should be obtained for FY 2023 following confirmation of the annual tax payment.

C. Action Items

1. Following confirmation of the FY 2023 Delaware annual tax payment, order a Certificate of Good Standing from the Delaware Secretary of State for ICM Cascadia Co-Invest, LP.

2. Retain a copy of the Certificate of Good Standing in the C&H matter file.

3. Provide a copy of the Certificate of Good Standing to Renata Obasi at Ironside Capital Management LP and to Meridian Infrastructure GP IV LLC, in accordance with the General Partner's quarterly reporting obligations under Section 6.02 of the LP Agreement.

V. Registered Agent Maintenance

A. Current Registered Agent

The Partnership's registered agent in the State of Delaware is Cascade Systems ("NRAI"), with a registered office address at 160 Greentree Drive, Suite 101, Dover, DE 19904. NRAI has served as the registered agent for the Vehicle since the date of its formation on July 22, 2022. The registered agent engagement is maintained as an ongoing annual service, and the annual fee for registered agent services is included within the Vehicle's estimated annualized dormancy operating expenses of approximately $185,000.

Under 6 Del. C. § 17-104, every Delaware limited partnership is required to maintain a registered office and a registered agent in the State of Delaware at all times. The registered agent serves as the designated recipient for service of process and official governmental correspondence directed to the Partnership. Maintenance of a registered agent is a fundamental entity maintenance requirement, and the failure to maintain a registered agent in Delaware can result in administrative penalties and, in certain circumstances, can impair the Partnership's good standing.

B. FY 2023 Status

The registered agent service with NRAI remained active and in good standing throughout FY 2023. No changes to the registered agent or the registered office address occurred during the fiscal year. We have confirmed with NRAI that the engagement remained continuously in effect and that all applicable fees were current as of December 31, 2023.

During FY 2023, no service of process, legal notices, or official communications from any governmental authority were received through the registered agent. This is consistent with the Vehicle's dormant status and the absence of any pending litigation, regulatory proceedings, or third-party claims directed at the Partnership during the fiscal year. NRAI has confirmed that no documents were received on behalf of ICM Cascadia Co-Invest, LP during the period from January 1, 2023 through December 31, 2023.

C. Renewal and Action Items

1. Confirm that the registered agent engagement with NRAI has been renewed for FY 2024 and that the annual registered agent fee has been paid or is calendared for payment from the Vehicle's working-capital reserve.

2. Verify that the registered agent and registered office information on file with the Delaware Secretary of State remains accurate and current. Based on our review, no changes are anticipated.

3. In the event that a change in registered agent is contemplated (which is not currently anticipated), a Certificate of Amendment to the Certificate of Limited Partnership must be filed with the Delaware Secretary of State pursuant to 6 Del. C. § 17-202 to reflect the new registered agent and/or registered office address.

VI. Federal Tax Return — Partnership Return (Form 1065) and Schedule K-1

A. FY 2023 Filing Obligation

ICM Cascadia Co-Invest, LP is classified as a partnership for federal income tax purposes. As such, the Partnership is a pass-through entity that does not itself pay federal income tax; rather, items of income, gain, loss, deduction, and credit are allocated to the partners and reported on their respective individual or entity tax returns. The Partnership is, however, required to file IRS Form 1065 (U.S. Return of Partnership Income) for each taxable year in which the Partnership is in existence, regardless of whether the Partnership had income or conducted active business operations during the year.

The filing deadline for the FY 2023 Form 1065 (tax year ending December 31, 2023) is March 15, 2024. The Partnership may obtain an automatic six-month extension by filing IRS Form 7004 on or before March 15, 2024, which would extend the filing deadline to September 15, 2024. Kendrick Thorne & Associates LLP ("Kendrick Thorne"), in its capacity as the Vehicle's fund administrator and tax preparer, is responsible for the preparation and timely filing of the Form 1065 and for the issuance of Schedule K-1 (Partner's Share of Income, Deductions, Credits, etc.) to each partner — namely, Meridian Infrastructure GP IV LLC (as General Partner) and Ironside Capital Management LP (as Limited Partner).

B. FY 2023 Tax Profile

During FY 2023, the Vehicle was dormant, with no investment income, capital gains, interest income (other than de minimis interest on the custodial account), realized or unrealized gains or losses, or distributions. The Partnership did not acquire or dispose of any assets during FY 2023, nor did it engage in any investment or operational activity.

The reportable items on the FY 2023 Form 1065 are expected to consist primarily of dormancy-period operating expenses incurred during the fiscal year. These expenses include the following categories:

(a) Fund administration fees payable to Kendrick Thorne & Associates LLP;

(b) Registered agent fees payable to Cascade Systems;

(d) Audit and accounting fees, if any;

(e) Schedule K-1 preparation costs; and

(f) Miscellaneous administrative costs.

The total estimated annual dormancy operating expenses are approximately $185,000. These expenses are expected to generate ordinary losses for federal income tax purposes, which will be allocated 99.99% to Ironside Capital Management LP and 0.01% to Meridian Infrastructure GP IV LLC, consistent with the respective partnership interest percentages set forth in the LP Agreement.

No carried interest, incentive allocation, preferred return, or performance-based calculations are applicable during the dormancy period, as there have been no investment returns, income, or gains to which such provisions would apply. The Vehicle's tax profile for FY 2023 is therefore expected to be straightforward, consisting solely of the allocation of ordinary losses attributable to operating expenses.

C. Schedule K-1 Review

A separate memorandum reviewing the FY 2023 Schedule K-1 for Ironside Capital Management LP's partnership interest has been prepared by Sylvia Hartwell, Specialist Partner, Tax, Calderwood & Harkness LLP (see C&H K-1 Review Memorandum — Tax Year 2023, dated March 2024, C&H Matter No. 1023-00001). That memorandum provides a detailed analysis of the income and loss allocations reflected on the K-1, the treatment of dormancy-period expenses, applicable state filing requirements arising from the partnership interest, and any unrelated business taxable income ("UBTI") implications that may be relevant to Ironside's tax-exempt limited partners. The K-1 Review Memorandum should be referenced for all substantive tax analysis related to FY 2023.

D. Action Items

1. Confirm with Kendrick Thorne & Associates LLP the expected filing date for the FY 2023 Form 1065, or, if an extension is to be filed, confirm that IRS Form 7004 will be timely submitted on or before March 15, 2024.

2. Upon issuance by Kendrick Thorne, obtain copies of the Schedule K-1s issued to each partner (Meridian Infrastructure GP IV LLC and Ironside Capital Management LP) and review for accuracy and consistency with the LP Agreement's allocation provisions.

3. Coordinate with Sylvia Hartwell, Specialist Partner, Tax, regarding any state tax filing implications arising from the FY 2023 K-1, including potential filing obligations in Delaware, Oregon, and any other jurisdictions in which the Vehicle may be deemed to have nexus.

4. Retain copies of the filed Form 1065 and all K-1s in the C&H matter file.

VII. State Tax Filings — Delaware, Oregon, and Other Jurisdictions

A. Delaware. The State of Delaware does not impose an income tax on limited partnerships. The annual tax described in Section III of this memorandum (i.e., the $300 flat annual limited partnership tax under 6 Del. C. § 17-1109) constitutes the only Delaware-level tax obligation applicable to ICM Cascadia Co-Invest, LP. No separate Delaware partnership income tax return, composite return, or withholding obligation is required. This treatment is unchanged from FY 2022.

B. Oregon. ICM Cascadia Co-Invest, LP was organized for the purpose of investing in equity interests in Cascadia Renewables Holdings, Inc. ("Cascadia"), an Oregon corporation with operating subsidiaries engaged in renewable energy generation, transmission, and related activities in the states of Oregon, Washington, and Idaho. Had the proposed acquisition been consummated, the Vehicle would likely have been treated as conducting business in Oregon (through its indirect ownership of Oregon-based operating entities) and would have been subject to Oregon income tax filing obligations, including potential composite return and withholding requirements for nonresident partners.

However, because the underlying acquisition was never consummated, and because the Vehicle has been dormant since January 9, 2023 with no business operations, no Oregon-source income, and no nexus-creating activities in the State of Oregon during FY 2023, the Vehicle did not conduct business in Oregon during FY 2023. Accordingly, no Oregon composite return, partnership income tax return, or withholding obligation is expected for FY 2023.

This analysis would need to be reassessed in the event that the proposed transaction is reactivated and the Vehicle acquires equity interests in Cascadia. In such a scenario, the Vehicle's Oregon tax filing obligations — including obligations under Oregon's pass-through entity tax regime and composite filing requirements — would need to be evaluated in light of the nature and extent of the Vehicle's direct and indirect Oregon-source income and business activities.

C. Other States

Based on the Vehicle's dormant status during FY 2023, no income tax filing obligations have been identified in Washington, Idaho, or any other state jurisdiction. Washington does not impose a state income tax, although the state does impose a business and occupation ("B&O") tax that could be relevant in a reactivation scenario depending on the nature of the Vehicle's activities. Idaho imposes an income tax on partnerships with Idaho-source income, but no such income was generated during FY 2023.

These determinations are based on the Vehicle's current dormant status and the absence of any business activity, income, or nexus-creating contacts in these jurisdictions during FY 2023. State tax filing obligations in all potentially relevant jurisdictions would need to be comprehensively reassessed if the transaction is reactivated and the Vehicle commences investment operations.

D. Action Items

1. Confirm with Kendrick Thorne & Associates LLP that no state income tax returns are required to be filed by or on behalf of ICM Cascadia Co-Invest, LP for FY 2023 in any jurisdiction.

2. Calendar a reassessment of state tax obligations in the event that the Vehicle is reactivated for the proposed Cascadia transaction or any alternative investment.

3. Coordinate with Sylvia Hartwell on any state tax issues identified in the K-1 Review Memorandum.

VIII. Entity Maintenance — Certificate of Limited Partnership

A. Current Status

The Certificate of Limited Partnership for ICM Cascadia Co-Invest, LP remains on file with the Delaware Secretary of State under File No. 7439218. The Certificate was originally filed on July 22, 2022 and has not been amended since its initial filing. The Certificate reflects the following information:

• Name of Limited Partnership: ICM Cascadia Co-Invest, LP

• Name of General Partner: Meridian Infrastructure GP IV LLC

• Registered Agent: Cascade Systems

• Registered Office: 160 Greentree Drive, Suite 101, Dover, DE 19904

No amendments to the Certificate of Limited Partnership were filed during FY 2023. The General Partner (Meridian Infrastructure GP IV LLC) remains unchanged, and no modifications to the Partnership's name, registered agent, or registered office occurred during the fiscal year.

B. Amendment Requirements

Under 6 Del. C. § 17-202, a Certificate of Amendment must be filed with the Delaware Secretary of State to reflect any of the following changes:

(a) A change in the name of the limited partnership;

(b) A change in the name or address of the general partner;

(d) Any other change that the general partner deems appropriate to include in the Certificate.

No such changes are currently anticipated for FY 2024. However, the following scenario should be noted: if Ironside Capital Management LP elects to exercise its wind-down right under Section 7.04(c) of the LP Agreement, the Partnership would enter a winding-up period. The 18-month dormancy trigger date specified in Section 7.04(c) — calculated as 18 months from the commencement of the Material Impediment Event on January 9, 2023 — fell on July 9, 2024. As of the date of this memorandum, Ironside has not elected to exercise this right. However, if Ironside does elect to wind down the Vehicle, the winding-up process would ultimately conclude with the filing of a Certificate of Cancellation of Certificate of Limited Partnership with the Delaware Secretary of State pursuant to 6 Del. C. § 17-203. This filing would formally terminate the legal existence of the Partnership.

C. Action Items

1. No action is required at this time with respect to the Certificate of Limited Partnership.

2. Monitor the status of Ironside's wind-down election right under Section 7.04(c) of the LP Agreement. If Ironside elects to initiate a wind-down, C&H should be prepared to coordinate the dissolution and cancellation procedures, including the preparation and filing of a Certificate of Cancellation.

3. Continue to monitor for any developments that would require an amendment to the Certificate of Limited Partnership (e.g., changes in the General Partner, registered agent, or Partnership name).

IX. Insurance and Contractual Status During Dormancy

A. Representations and Warranties Insurance Policy

In connection with the proposed acquisition of Cascadia Renewables Holdings, Inc., a representations and warranties ("R&W") insurance policy was obtained from Northgate Specialty Insurance Co. ("Northgate") under Policy No. NSW-RI-2022-09814. The policy was bound on September 1, 2022, with a coverage limit of $195,000,000, representing 10% of the enterprise value of Cascadia ($1,950,000,000). The R&W policy was procured to provide the Vehicle with post-closing indemnification coverage for breaches of the seller's representations and warranties in the Equity Purchase Agreement.

A premium deposit of $4,875,000 was paid on September 2, 2022, funded from the proceeds of the August 15, 2022 capital call. The premium deposit remains with Northgate.

Following the declaration of the Material Impediment Event and the suspension of transaction activity, C&H negotiated a tolling arrangement with Northgate, memorialized in a Side Letter dated January 20, 2023 (the "Northgate Side Letter"). Under the Northgate Side Letter, the coverage period under the R&W policy is tolled during the dormancy period, meaning that the policy inception date and the commencement of the coverage period will be adjusted to align with the actual closing date if the transaction is reactivated and consummated. This tolling arrangement preserves the Vehicle's right to the coverage without requiring the payment of additional premium during the dormancy period, subject to certain conditions and reactivation requirements specified in the Northgate Side Letter.

During FY 2023, no claims were filed under the R&W policy, and the policy remained in tolled status throughout the fiscal year. No correspondence or communications from Northgate were received during FY 2023 (other than routine annual policy status confirmations). The continued tolling status of the policy should be confirmed annually with Northgate to ensure that the tolling arrangement remains in effect and that no conditions to continued tolling have been triggered.

B. LP Agreement and Side Letter Compliance

The LP Agreement and the Side Letter between Ironside Capital Management LP and Meridian Infrastructure GP IV LLC (dated August 10, 2022 and January 9, 2023, respectively) remain in full force and effect. During FY 2023, the General Partner delivered all required quarterly status reports to Ironside and C&H, as follows:

• Q1 2023 report (delivered April 14, 2023) — reviewed by C&H

• Q2 2023 report (delivered July 13, 2023) — reviewed by C&H

• Q3 2023 report (delivered October 12, 2023) — reviewed by C&H

• Q4 2023 report (delivered January 11, 2024) — reviewed by C&H

Each quarterly report was reviewed by C&H for compliance with the reporting requirements set forth in Section 6.02 of the LP Agreement and the applicable provisions of the Side Letter. No material deficiencies were identified in any of the quarterly reports. In addition, no defaults, breaches, or disputes under the LP Agreement or the Side Letter were identified during FY 2023.

C. Equity Purchase Agreement and Standstill Status

The Equity Purchase Agreement (the "EPA") between the Vehicle (as buyer), Cascade Pacific Energy Partners LLC (as seller), and Cascadia Renewables Holdings, Inc. (as the target company), as amended through the Third Amendment dated June 28, 2023, expired by its terms on December 31, 2023 (the "Outside Date"). The Third Amendment, which extended the Outside Date from September 30, 2023 to December 31, 2023, was the final extension agreed to by the parties. No party exercised termination rights prior to the expiration of the Outside Date; rather, the EPA expired by operation of its own terms on December 31, 2023.

The expiration of the EPA does not affect the continued legal existence or entity maintenance obligations of the Vehicle. However, it is a significant development in the overall transaction context.

Subsequent to the expiration of the EPA, the parties entered into a Mutual Standstill and Preservation Agreement, dated February 15, 2024 (the "Standstill Agreement"). The Standstill Agreement, which was executed in FY 2024, provides a framework for the parties to preserve the possibility of reactivating the transaction while refraining from certain actions that could impair the value of the target company or the regulatory approvals already obtained. Although the execution of the Standstill Agreement falls outside the FY 2023 compliance period, it provides important context for the continued maintenance of the Vehicle and is therefore noted herein.

Additionally, the debt commitment letter issued by Atlas National Bank, N.A. and Pinnacle Credit Partners LLC in connection with the proposed acquisition expired on October 31, 2023. The expiration of the debt commitment letter means that new financing commitments would need to be obtained in a reactivation scenario. This matter is being monitored by the C&H deal team.

X. Summary of Compliance Actions and Calendar

A. Completed Actions (FY 2023)

The following compliance actions were completed or maintained during FY 2023:

1. Registered Agent Engagement. The registered agent engagement with Cascade Systems was maintained in active and good standing throughout FY 2023. No lapses in service occurred.

2. Service of Process / Official Communications. No service of process, legal notices, or official communications from any governmental authority were received through the registered agent during FY 2023, consistent with the Vehicle's dormant status.

3. Certificate of Limited Partnership. The Certificate of Limited Partnership for ICM Cascadia Co-Invest, LP remains on file with the Delaware Secretary of State (File No. 7439218), unamended since its initial filing on July 22, 2022.

4. GP Quarterly Reports. The General Partner delivered all four quarterly status reports during FY 2023 (Q1 through Q4 2023), each of which was reviewed by C&H and found to be in compliance with the LP Agreement.

5. Prior Year Delaware Annual Tax. The FY 2022 Delaware annual limited partnership tax of $300 was timely paid, as confirmed in the FY 2022 compliance memorandum dated February 2023.

B. Pending / Upcoming Actions

The following table summarizes the compliance actions that are pending or upcoming as of the date of this memorandum:

XI. Estimated Annual Compliance Costs — FY 2023

The following is a summary of the estimated annual compliance and operating costs attributable to maintaining the Vehicle in dormant status during FY 2023:

The individual component costs are consolidated by Kendrick Thorne & Associates LLP as part of the Vehicle's fund administration engagement and are reflected in aggregate in the annual dormancy operating expense estimate. A detailed breakdown of individual line items is maintained in Kendrick Thorne's records and is available upon request.

All dormancy operating expenses are funded from the Vehicle's working-capital reserve, which was originally established at $3,500,000 from the proceeds of the August 15, 2022 capital call. Based on the current annual burn rate of approximately $185,000, the working-capital reserve is sufficient to fund dormancy operating expenses for approximately 18.9 years at the current rate, absent any additional extraordinary expenses. No additional capital call for operating expenses is anticipated for the foreseeable future.

XII. Conclusion and Recommendations

Based on the review set forth in this memorandum, ICM Cascadia Co-Invest, LP remains in compliance with all Delaware entity maintenance requirements and all federal and state tax obligations for FY 2023. No material compliance deficiencies have been identified. All required filings and maintenance actions have been completed or are on track for timely completion within the applicable filing periods.

The Vehicle remains dormant with no investment activity, and all compliance obligations during the dormancy period are limited to entity maintenance (Certificate of Limited Partnership, registered agent, Delaware franchise tax), federal tax filings (Form 1065 and Schedule K-1), and contractual compliance (LP Agreement quarterly reporting). No state income tax filings were required for FY 2023 due to the Vehicle's dormant status and lack of nexus in any income-taxing state.

We recommend the following courses of action going forward:

1. Maintain Good Standing. Continue to maintain the Vehicle in good standing in Delaware by timely paying the annual franchise tax and renewing the registered agent engagement. Good standing is essential to preserving the Vehicle's legal capacity and contractual rights.

2. Continue Dormant Status. Maintain the Vehicle in dormant status pending resolution of the reactivation-versus-wind-down determination by Ironside Capital Management LP and Meridian Infrastructure GP IV LLC.

3. Monitor Wind-Down Election. Note that Ironside's wind-down election right under Section 7.04(c) of the LP Agreement ripened on July 9, 2024, which is 18 months from the commencement of the Material Impediment Event on January 9, 2023. As of the date of this memorandum, Ironside has not exercised this right. C&H should continue to monitor the status of this election right and be prepared to coordinate dissolution and cancellation procedures if Ironside elects to wind down the Vehicle.

4. Monitor Regulatory Approvals. The FERC Section 203 approval (Docket No. EC22-143-000, issued October 14, 2022) is expected to lapse on June 15, 2024, absent transaction closing or a request for extension. In a reactivation scenario, a new FERC Section 203 application would need to be filed, which would introduce additional timeline and regulatory risk. The OPUC proceedings (Docket No. UM-2287) remain stayed at the joint request of the parties, and the stay should be monitored for any activity or expiration.

5. R&W Insurance Tolling. Confirm the continued tolling status of the Northgate Specialty Insurance Co. R&W policy (Policy No. NSW-RI-2022-09814) on an annual basis.

6. Annual Compliance Memorandum. Calderwood & Harkness LLP will continue to monitor the Vehicle's compliance obligations and will prepare an updated annual compliance memorandum for FY 2024 in the ordinary course.

Any questions regarding this memorandum or the compliance status of ICM Cascadia Co-Invest, LP should be directed to Theresa Kim (tkim@calderwoodharkness.com; 212-555-4718) or Pamela Cross (pcross@calderwoodharkness.com; 212-555-3201).

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Theresa Kim Lead Associate, Funds & Asset Management 125 Broad Street, 44th Floor New York, NY 10004 Tel: (212) 555-4718

Email: tkim@calderwoodharkness.com

Distribution List

This memorandum is a privileged and confidential attorney-client communication prepared by Calderwood & Harkness LLP for the exclusive use of the addressees and the persons identified on the distribution list. It is not intended for distribution to, or use by, any other person or entity. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this memorandum in error, please contact the sender immediately and destroy all copies.

Item	Detail
Full Legal Name	ICM Cascadia Co-Invest, LP
Entity Type	Delaware limited partnership
Employer Identification Number (EIN)	88-3921457
Delaware Secretary of State File Number	7439218
Date of Formation	July 22, 2022 (Certificate of Limited Partnership filed)
Registered Agent	Cascade Systems, 160 Greentree Drive, Suite 101, Dover, DE 19904
Registered Office Address	160 Greentree Drive, Suite 101, Dover, DE 19904 (same as registered agent)
Principal Office / Business Address	c/o Ironside Capital Management LP, 590 Madison Avenue, 38th Floor, New York, NY 10022
General Partner	Meridian Infrastructure GP IV LLC (Delaware LLC, 0.01% general partnership interest)
Limited Partner	Ironside Capital Management LP (Delaware limited partnership, 99.99% limited partnership interest)
Fund Administrator / Tax Preparer	Kendrick Thorne & Associates LLP, One Liberty Plaza, Suite 4100, New York, NY 10006
Independent Auditor (Target-level)	Halstead & Greer LLP (auditor of Cascadia Renewables Holdings, Inc.)
Entity Status	Dormant — no active investment or capital-call activity since January 9, 2023
Governing Law of LP Agreement	State of Delaware
Total Committed Capital	$300,000,000
Capital Called to Date	$22,500,000 (single capital call dated August 15, 2022)
Unfunded Capital Commitments	$277,500,000
Action Item	Responsible Party	Deadline
FY 2023 Delaware annual tax ($300)	Kendrick Thorne & Associates LLP (payment); C&H to confirm	June 1, 2024
Certificate of Good Standing (Delaware)	C&H to order from DE SOS	Following confirmation of tax payment
FY 2023 Form 1065 filing (or extension via Form 7004)	Kendrick Thorne & Associates LLP	March 15, 2024 (or September 15, 2024 with automatic extension)
FY 2023 Schedule K-1 issuance and review	Kendrick Thorne (preparation and issuance); Sylvia Hartwell, C&H Tax (review)	Per Form 1065 filing timeline
Registered agent renewal for FY 2024	Kendrick Thorne & Associates LLP (coordination); C&H to confirm	Per engagement terms (annual renewal)
Northgate R&W insurance tolling status confirmation	C&H / Theresa Kim	Annual confirmation

Monitor wind-down election status (LP Agreement §7.04(c))	C&H / Pamela Cross	Ongoing (18-month trigger date: July 9, 2024)
Monitor FERC §203 approval lapse (Docket No. EC22-143-000)	C&H deal team	Expected lapse: June 15, 2024
State tax filing reassessment (if reactivation occurs)	Kendrick Thorne / Sylvia Hartwell	As needed
Cost Category	Estimated Amount
Delaware annual limited partnership tax	$300
Registered agent annual fee (NRAI)	Included in total below
Fund administration services (Kendrick Thorne & Associates LLP)	Included in total below
Form 1065 preparation and Schedule K-1 issuance (Kendrick Thorne)	Included in total below
Audit / accounting fees (if applicable)	Included in total below
Miscellaneous administrative costs	Included in total below
Total Estimated Annual Dormancy Operating Expenses	Approximately $185,000
Recipient	Affiliation	Method
Pamela Cross	Calderwood & Harkness LLP (Responsible Partner)	Internal distribution
Nicholas Stern	Calderwood & Harkness LLP (Billing Partner)	Internal distribution
Renata Obasi	Ironside Capital Management LP (Senior Managing Director)	Encrypted email
Owen Fischer	Calderwood & Harkness LLP (Working Associate)	Internal distribution
Sylvia Hartwell	Calderwood & Harkness LLP (Specialist Partner, Tax)	Internal distribution
File	C&H Matter No. 1023-00001	Matter file

MEMORANDUM
PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
TO: Pamela Cross, Responsible Partner, Funds & Asset Management, Calderwood & Harkness LLP Nicholas Stern, Billing Partner, Funds & Asset Management, Calderwood & Harkness LLP
CC: Renata Obasi, Senior Managing Director, Infrastructure, Ironside Capital Management LP Owen Fischer, Working Associate, Funds & Asset Management, Calderwood & Harkness LLP
FROM: Theresa Kim, Lead Associate, Funds & Asset Management, Calderwood & Harkness LLP
DATE: February 2024
RE: Annual Compliance Memorandum — ICM Cascadia Co-Invest, LP (EIN: 88-3921457; DE SOS File No. 7439218) — Fiscal Year 2023
C&H Matter No.: 1023-00001
I. Purpose and Summary
This memorandum documents the annual compliance obligations completed or pending for ICM Cascadia Co-Invest, LP (the "Vehicle" or the "Partnership") for the fiscal year ending December 31, 2023 ("FY 2023"). It is prepared in accordance with the firm's standard practice of providing an annual compliance review for all fund vehicles and co-investment entities maintained by clients of the Funds & Asset Management practice group. This memorandum constitutes the second annual compliance memorandum prepared by Calderwood & Harkness LLP ("C&H") with respect to the Vehicle, following the initial FY 2022 compliance memorandum dated February 2023.
ICM Cascadia Co-Invest, LP is a Delaware limited partnership formed on July 22, 2022, pursuant to a Certificate of Limited Partnership filed with the Delaware Secretary of State. The Partnership was organized as a co-investment vehicle to facilitate a proposed acquisition of equity interests in Cascadia Renewables Holdings, Inc., an Oregon corporation with renewable energy operations in Oregon, Washington, and Idaho. The general partner of the Partnership is Meridian Infrastructure GP IV LLC, a Delaware limited liability company, which holds a 0.01% general partnership interest. The sole limited partner is Ironside Capital Management LP, a Delaware limited partnership, which holds a 99.99% limited partnership interest. The Partnership's Amended and Restated Agreement of Limited Partnership, dated as of August 10, 2022 (the "LP Agreement"), governs the rights and obligations of the partners.
Total committed capital of the Vehicle is $300,000,000. As of the date of this memorandum, a single capital call in the amount of $22,500,000 has been made, which was dated August 15, 2022 and funded on or about August 22, 2022. The unfunded capital commitment of the partners as of December 31, 2023 is $277,500,000. Of the called capital, approximately $3,500,000 was designated as working-capital reserve to fund ongoing dormancy operating expenses, administrative fees, and related costs. An additional $4,875,000 was applied to the premium deposit on the representations and warranties insurance policy described in Section IX below. The balance of called capital remains on deposit in the Vehicle's designated custodial account.
The Vehicle has been dormant since January 9, 2023, when Meridian Infrastructure GP IV LLC, in its capacity as General Partner, issued a capital-call suspension notice pursuant to Section 7.04 of the LP Agreement, declaring the existence of a Material Impediment Event (as defined in the LP Agreement). The Material Impediment Event arose from delays in the FERC Section 203 approval process and related regulatory proceedings before the Oregon Public Utility Commission. No investment activity, additional capital calls, or distributions have occurred since January 9, 2023, and accordingly, no such activity occurred during FY 2023.
The annualized dormancy operating expenses of the Vehicle are estimated at approximately $185,000. These expenses encompass fund administration fees payable to Kendrick Thorne & Associates LLP, registered agent fees payable to Cascade Systems, the Delaware franchise tax, audit and accounting fees, and Schedule K-1 preparation costs. All dormancy operating expenses are funded from the working-capital reserve established at the time of the initial capital call.
Summary Conclusion: Based on our review, all required FY 2023 filings and entity maintenance actions have been completed or are on track for timely completion within the applicable filing periods. No material compliance deficiencies have been identified. The Vehicle remains in good standing in Delaware and continues to be maintained in dormant status pending a determination by Ironside Capital Management LP as to whether to reactivate the proposed transaction or elect to wind down the Vehicle pursuant to Section 7.04(c) of the LP Agreement.
II. Entity Identification and Basic Information
The following table summarizes the key identifying and structural information for the Vehicle. This information has been confirmed against the Certificate of Limited Partnership on file with the Delaware Secretary of State, the LP Agreement, and records maintained in the C&H matter file.
No changes to any of the foregoing information occurred during FY 2023. The registered agent, registered office, principal office address, general partner, and limited partner each remained unchanged throughout the fiscal year. Accordingly, no Certificate of Amendment or other filing with the Delaware Secretary of State was necessary during FY 2023 to reflect any modification to the Vehicle's organizational information.
III. Delaware Franchise Tax — FY 2023
A. Applicability. Delaware limited partnerships are subject to an annual tax imposed pursuant to 6 Del. C. § 17-1109. Unlike the franchise tax applicable to Delaware corporations, which is calculated based on authorized shares or assumed par value capital, the annual tax for a Delaware limited partnership is a flat statutory fee of $300 per year under the current rate schedule. This annual tax applies regardless of whether the limited partnership conducted business, earned income, or held assets during the applicable tax year. The annual tax is due and payable on or before June 1 of each year for the preceding calendar year.
Because ICM Cascadia Co-Invest, LP is a Delaware limited partnership, it is subject to this annual tax obligation for FY 2023. The dormant status of the Vehicle does not affect the applicability of the tax; as long as the Certificate of Limited Partnership remains on file with the Delaware Secretary of State, the annual tax obligation continues to accrue.
B. FY 2023 Filing Status
The FY 2023 Delaware annual tax of $300 for ICM Cascadia Co-Invest, LP is due on or before June 1, 2024. As of the date of this memorandum, the payment deadline has not yet arrived. We have confirmed with Kendrick Thorne & Associates LLP, in its capacity as fund administrator, that the FY 2023 annual tax payment is included on the Vehicle's compliance calendar and that funding for the payment is available from the Vehicle's working-capital reserve.
For reference, the prior year's annual tax obligation (FY 2022) in the amount of $300 was timely paid, as confirmed in the FY 2022 compliance memorandum dated February 2023. No penalties, interest, or delinquency notices were incurred with respect to the FY 2022 payment.
It should be noted that failure to timely pay the Delaware annual limited partnership tax results in the imposition of a $200 late penalty and interest at the rate of 1.5% per month on the unpaid amount. Continued failure to pay the annual tax may ultimately result in the administrative cancellation of the Certificate of Limited Partnership by the Delaware Secretary of State, which would effectively terminate the legal existence of the Partnership. Given the potential adverse consequences of a cancellation — including the loss of the Vehicle's capacity to hold assets, enforce contractual rights, and resume operations — timely payment of the annual tax is essential, even during the dormancy period.
C. Action Items
1. Confirm with Kendrick Thorne & Associates LLP that the FY 2023 Delaware annual tax payment of $300 has been calendared for submission and that the payment will be funded from the Vehicle's working-capital reserve (originally funded at approximately $3,500,000 from the August 15, 2022 capital call proceeds).
2. Following submission of the payment, verify receipt by the Delaware Secretary of State's office and retain confirmation of payment (whether in the form of a receipt, canceled check, or electronic confirmation) in the C&H matter file.
3. Ensure that the FY 2024 annual tax obligation ($300, due June 1, 2025) is added to the compliance calendar.
IV. Delaware Annual Report
A. Applicability. Unlike Delaware corporations, which are required to file an annual report with the Delaware Division of Corporations pursuant to 8 Del. C. § 502, Delaware limited partnerships are not required to file a separate annual report with the Delaware Secretary of State. The Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.) does not impose an annual report filing obligation on limited partnerships. The annual tax payment described in Section III above satisfies the Partnership's sole annual state filing obligation in Delaware.
Accordingly, no annual report filing was required for ICM Cascadia Co-Invest, LP for FY 2023, and none was made. This is consistent with the Vehicle's treatment in FY 2022.
B. Good Standing Verification
Although no annual report filing is required, we recommend that a Certificate of Good Standing (also referred to as a Certificate of Status) be obtained from the Delaware Secretary of State confirming that ICM Cascadia Co-Invest, LP remains in good standing as of the date following the FY 2023 annual tax payment. A Certificate of Good Standing serves as official confirmation that the Partnership's Certificate of Limited Partnership is on file and that all taxes due to the State of Delaware have been timely paid.
Maintaining good standing is necessary for several important purposes. First, good standing is a prerequisite to the enforceability of the LP Agreement and the contractual rights of the partners. Second, the Vehicle's capacity to hold assets (including, but not limited to, the working-capital reserve, the premium deposit on the R&W insurance policy, and any claims or rights under the Equity Purchase Agreement) depends on the continued legal existence of the Partnership. Third, should the proposed transaction be reactivated, the Vehicle would need to demonstrate good standing in connection with any financing, regulatory filing, or closing deliverable.
A Certificate of Good Standing was obtained for FY 2022, and a copy is retained in the C&H matter file. The same should be obtained for FY 2023 following confirmation of the annual tax payment.
C. Action Items
1. Following confirmation of the FY 2023 Delaware annual tax payment, order a Certificate of Good Standing from the Delaware Secretary of State for ICM Cascadia Co-Invest, LP.
2. Retain a copy of the Certificate of Good Standing in the C&H matter file.
3. Provide a copy of the Certificate of Good Standing to Renata Obasi at Ironside Capital Management LP and to Meridian Infrastructure GP IV LLC, in accordance with the General Partner's quarterly reporting obligations under Section 6.02 of the LP Agreement.
V. Registered Agent Maintenance
A. Current Registered Agent
The Partnership's registered agent in the State of Delaware is Cascade Systems ("NRAI"), with a registered office address at 160 Greentree Drive, Suite 101, Dover, DE 19904. NRAI has served as the registered agent for the Vehicle since the date of its formation on July 22, 2022. The registered agent engagement is maintained as an ongoing annual service, and the annual fee for registered agent services is included within the Vehicle's estimated annualized dormancy operating expenses of approximately $185,000.
Under 6 Del. C. § 17-104, every Delaware limited partnership is required to maintain a registered office and a registered agent in the State of Delaware at all times. The registered agent serves as the designated recipient for service of process and official governmental correspondence directed to the Partnership. Maintenance of a registered agent is a fundamental entity maintenance requirement, and the failure to maintain a registered agent in Delaware can result in administrative penalties and, in certain circumstances, can impair the Partnership's good standing.
B. FY 2023 Status
The registered agent service with NRAI remained active and in good standing throughout FY 2023. No changes to the registered agent or the registered office address occurred during the fiscal year. We have confirmed with NRAI that the engagement remained continuously in effect and that all applicable fees were current as of December 31, 2023.
During FY 2023, no service of process, legal notices, or official communications from any governmental authority were received through the registered agent. This is consistent with the Vehicle's dormant status and the absence of any pending litigation, regulatory proceedings, or third-party claims directed at the Partnership during the fiscal year. NRAI has confirmed that no documents were received on behalf of ICM Cascadia Co-Invest, LP during the period from January 1, 2023 through December 31, 2023.
C. Renewal and Action Items
1. Confirm that the registered agent engagement with NRAI has been renewed for FY 2024 and that the annual registered agent fee has been paid or is calendared for payment from the Vehicle's working-capital reserve.
2. Verify that the registered agent and registered office information on file with the Delaware Secretary of State remains accurate and current. Based on our review, no changes are anticipated.
3. In the event that a change in registered agent is contemplated (which is not currently anticipated), a Certificate of Amendment to the Certificate of Limited Partnership must be filed with the Delaware Secretary of State pursuant to 6 Del. C. § 17-202 to reflect the new registered agent and/or registered office address.
VI. Federal Tax Return — Partnership Return (Form 1065) and Schedule K-1
A. FY 2023 Filing Obligation
ICM Cascadia Co-Invest, LP is classified as a partnership for federal income tax purposes. As such, the Partnership is a pass-through entity that does not itself pay federal income tax; rather, items of income, gain, loss, deduction, and credit are allocated to the partners and reported on their respective individual or entity tax returns. The Partnership is, however, required to file IRS Form 1065 (U.S. Return of Partnership Income) for each taxable year in which the Partnership is in existence, regardless of whether the Partnership had income or conducted active business operations during the year.
The filing deadline for the FY 2023 Form 1065 (tax year ending December 31, 2023) is March 15, 2024. The Partnership may obtain an automatic six-month extension by filing IRS Form 7004 on or before March 15, 2024, which would extend the filing deadline to September 15, 2024. Kendrick Thorne & Associates LLP ("Kendrick Thorne"), in its capacity as the Vehicle's fund administrator and tax preparer, is responsible for the preparation and timely filing of the Form 1065 and for the issuance of Schedule K-1 (Partner's Share of Income, Deductions, Credits, etc.) to each partner — namely, Meridian Infrastructure GP IV LLC (as General Partner) and Ironside Capital Management LP (as Limited Partner).
B. FY 2023 Tax Profile
During FY 2023, the Vehicle was dormant, with no investment income, capital gains, interest income (other than de minimis interest on the custodial account), realized or unrealized gains or losses, or distributions. The Partnership did not acquire or dispose of any assets during FY 2023, nor did it engage in any investment or operational activity.
The reportable items on the FY 2023 Form 1065 are expected to consist primarily of dormancy-period operating expenses incurred during the fiscal year. These expenses include the following categories:
(a) Fund administration fees payable to Kendrick Thorne & Associates LLP;
(b) Registered agent fees payable to Cascade Systems;
(c) The Delaware annual limited partnership tax ($300);
(d) Audit and accounting fees, if any;
(e) Schedule K-1 preparation costs; and
(f) Miscellaneous administrative costs.
The total estimated annual dormancy operating expenses are approximately $185,000. These expenses are expected to generate ordinary losses for federal income tax purposes, which will be allocated 99.99% to Ironside Capital Management LP and 0.01% to Meridian Infrastructure GP IV LLC, consistent with the respective partnership interest percentages set forth in the LP Agreement.
No carried interest, incentive allocation, preferred return, or performance-based calculations are applicable during the dormancy period, as there have been no investment returns, income, or gains to which such provisions would apply. The Vehicle's tax profile for FY 2023 is therefore expected to be straightforward, consisting solely of the allocation of ordinary losses attributable to operating expenses.
C. Schedule K-1 Review
A separate memorandum reviewing the FY 2023 Schedule K-1 for Ironside Capital Management LP's partnership interest has been prepared by Sylvia Hartwell, Specialist Partner, Tax, Calderwood & Harkness LLP (see C&H K-1 Review Memorandum — Tax Year 2023, dated March 2024, C&H Matter No. 1023-00001). That memorandum provides a detailed analysis of the income and loss allocations reflected on the K-1, the treatment of dormancy-period expenses, applicable state filing requirements arising from the partnership interest, and any unrelated business taxable income ("UBTI") implications that may be relevant to Ironside's tax-exempt limited partners. The K-1 Review Memorandum should be referenced for all substantive tax analysis related to FY 2023.
D. Action Items
1. Confirm with Kendrick Thorne & Associates LLP the expected filing date for the FY 2023 Form 1065, or, if an extension is to be filed, confirm that IRS Form 7004 will be timely submitted on or before March 15, 2024.
2. Upon issuance by Kendrick Thorne, obtain copies of the Schedule K-1s issued to each partner (Meridian Infrastructure GP IV LLC and Ironside Capital Management LP) and review for accuracy and consistency with the LP Agreement's allocation provisions.
3. Coordinate with Sylvia Hartwell, Specialist Partner, Tax, regarding any state tax filing implications arising from the FY 2023 K-1, including potential filing obligations in Delaware, Oregon, and any other jurisdictions in which the Vehicle may be deemed to have nexus.
4. Retain copies of the filed Form 1065 and all K-1s in the C&H matter file.
VII. State Tax Filings — Delaware, Oregon, and Other Jurisdictions
A. Delaware. The State of Delaware does not impose an income tax on limited partnerships. The annual tax described in Section III of this memorandum (i.e., the $300 flat annual limited partnership tax under 6 Del. C. § 17-1109) constitutes the only Delaware-level tax obligation applicable to ICM Cascadia Co-Invest, LP. No separate Delaware partnership income tax return, composite return, or withholding obligation is required. This treatment is unchanged from FY 2022.
B. Oregon. ICM Cascadia Co-Invest, LP was organized for the purpose of investing in equity interests in Cascadia Renewables Holdings, Inc. ("Cascadia"), an Oregon corporation with operating subsidiaries engaged in renewable energy generation, transmission, and related activities in the states of Oregon, Washington, and Idaho. Had the proposed acquisition been consummated, the Vehicle would likely have been treated as conducting business in Oregon (through its indirect ownership of Oregon-based operating entities) and would have been subject to Oregon income tax filing obligations, including potential composite return and withholding requirements for nonresident partners.
However, because the underlying acquisition was never consummated, and because the Vehicle has been dormant since January 9, 2023 with no business operations, no Oregon-source income, and no nexus-creating activities in the State of Oregon during FY 2023, the Vehicle did not conduct business in Oregon during FY 2023. Accordingly, no Oregon composite return, partnership income tax return, or withholding obligation is expected for FY 2023.
This analysis would need to be reassessed in the event that the proposed transaction is reactivated and the Vehicle acquires equity interests in Cascadia. In such a scenario, the Vehicle's Oregon tax filing obligations — including obligations under Oregon's pass-through entity tax regime and composite filing requirements — would need to be evaluated in light of the nature and extent of the Vehicle's direct and indirect Oregon-source income and business activities.
C. Other States
Based on the Vehicle's dormant status during FY 2023, no income tax filing obligations have been identified in Washington, Idaho, or any other state jurisdiction. Washington does not impose a state income tax, although the state does impose a business and occupation ("B&O") tax that could be relevant in a reactivation scenario depending on the nature of the Vehicle's activities. Idaho imposes an income tax on partnerships with Idaho-source income, but no such income was generated during FY 2023.
These determinations are based on the Vehicle's current dormant status and the absence of any business activity, income, or nexus-creating contacts in these jurisdictions during FY 2023. State tax filing obligations in all potentially relevant jurisdictions would need to be comprehensively reassessed if the transaction is reactivated and the Vehicle commences investment operations.
D. Action Items
1. Confirm with Kendrick Thorne & Associates LLP that no state income tax returns are required to be filed by or on behalf of ICM Cascadia Co-Invest, LP for FY 2023 in any jurisdiction.
2. Calendar a reassessment of state tax obligations in the event that the Vehicle is reactivated for the proposed Cascadia transaction or any alternative investment.
3. Coordinate with Sylvia Hartwell on any state tax issues identified in the K-1 Review Memorandum.
VIII. Entity Maintenance — Certificate of Limited Partnership
A. Current Status
The Certificate of Limited Partnership for ICM Cascadia Co-Invest, LP remains on file with the Delaware Secretary of State under File No. 7439218. The Certificate was originally filed on July 22, 2022 and has not been amended since its initial filing. The Certificate reflects the following information:
• Name of Limited Partnership: ICM Cascadia Co-Invest, LP
• Name of General Partner: Meridian Infrastructure GP IV LLC
• Registered Agent: Cascade Systems
• Registered Office: 160 Greentree Drive, Suite 101, Dover, DE 19904
No amendments to the Certificate of Limited Partnership were filed during FY 2023. The General Partner (Meridian Infrastructure GP IV LLC) remains unchanged, and no modifications to the Partnership's name, registered agent, or registered office occurred during the fiscal year.
B. Amendment Requirements
Under 6 Del. C. § 17-202, a Certificate of Amendment must be filed with the Delaware Secretary of State to reflect any of the following changes:
(a) A change in the name of the limited partnership;
(b) A change in the name or address of the general partner;
(c) A change in the name or address of the registered agent or registered office; or
(d) Any other change that the general partner deems appropriate to include in the Certificate.
No such changes are currently anticipated for FY 2024. However, the following scenario should be noted: if Ironside Capital Management LP elects to exercise its wind-down right under Section 7.04(c) of the LP Agreement, the Partnership would enter a winding-up period. The 18-month dormancy trigger date specified in Section 7.04(c) — calculated as 18 months from the commencement of the Material Impediment Event on January 9, 2023 — fell on July 9, 2024. As of the date of this memorandum, Ironside has not elected to exercise this right. However, if Ironside does elect to wind down the Vehicle, the winding-up process would ultimately conclude with the filing of a Certificate of Cancellation of Certificate of Limited Partnership with the Delaware Secretary of State pursuant to 6 Del. C. § 17-203. This filing would formally terminate the legal existence of the Partnership.
C. Action Items
1. No action is required at this time with respect to the Certificate of Limited Partnership.
2. Monitor the status of Ironside's wind-down election right under Section 7.04(c) of the LP Agreement. If Ironside elects to initiate a wind-down, C&H should be prepared to coordinate the dissolution and cancellation procedures, including the preparation and filing of a Certificate of Cancellation.
3. Continue to monitor for any developments that would require an amendment to the Certificate of Limited Partnership (e.g., changes in the General Partner, registered agent, or Partnership name).
IX. Insurance and Contractual Status During Dormancy
A. Representations and Warranties Insurance Policy
In connection with the proposed acquisition of Cascadia Renewables Holdings, Inc., a representations and warranties ("R&W") insurance policy was obtained from Northgate Specialty Insurance Co. ("Northgate") under Policy No. NSW-RI-2022-09814. The policy was bound on September 1, 2022, with a coverage limit of $195,000,000, representing 10% of the enterprise value of Cascadia ($1,950,000,000). The R&W policy was procured to provide the Vehicle with post-closing indemnification coverage for breaches of the seller's representations and warranties in the Equity Purchase Agreement.
A premium deposit of $4,875,000 was paid on September 2, 2022, funded from the proceeds of the August 15, 2022 capital call. The premium deposit remains with Northgate.
Following the declaration of the Material Impediment Event and the suspension of transaction activity, C&H negotiated a tolling arrangement with Northgate, memorialized in a Side Letter dated January 20, 2023 (the "Northgate Side Letter"). Under the Northgate Side Letter, the coverage period under the R&W policy is tolled during the dormancy period, meaning that the policy inception date and the commencement of the coverage period will be adjusted to align with the actual closing date if the transaction is reactivated and consummated. This tolling arrangement preserves the Vehicle's right to the coverage without requiring the payment of additional premium during the dormancy period, subject to certain conditions and reactivation requirements specified in the Northgate Side Letter.
During FY 2023, no claims were filed under the R&W policy, and the policy remained in tolled status throughout the fiscal year. No correspondence or communications from Northgate were received during FY 2023 (other than routine annual policy status confirmations). The continued tolling status of the policy should be confirmed annually with Northgate to ensure that the tolling arrangement remains in effect and that no conditions to continued tolling have been triggered.
B. LP Agreement and Side Letter Compliance
The LP Agreement and the Side Letter between Ironside Capital Management LP and Meridian Infrastructure GP IV LLC (dated August 10, 2022 and January 9, 2023, respectively) remain in full force and effect. During FY 2023, the General Partner delivered all required quarterly status reports to Ironside and C&H, as follows:
• Q1 2023 report (delivered April 14, 2023) — reviewed by C&H
• Q2 2023 report (delivered July 13, 2023) — reviewed by C&H
• Q3 2023 report (delivered October 12, 2023) — reviewed by C&H
• Q4 2023 report (delivered January 11, 2024) — reviewed by C&H
Each quarterly report was reviewed by C&H for compliance with the reporting requirements set forth in Section 6.02 of the LP Agreement and the applicable provisions of the Side Letter. No material deficiencies were identified in any of the quarterly reports. In addition, no defaults, breaches, or disputes under the LP Agreement or the Side Letter were identified during FY 2023.
C. Equity Purchase Agreement and Standstill Status
The Equity Purchase Agreement (the "EPA") between the Vehicle (as buyer), Cascade Pacific Energy Partners LLC (as seller), and Cascadia Renewables Holdings, Inc. (as the target company), as amended through the Third Amendment dated June 28, 2023, expired by its terms on December 31, 2023 (the "Outside Date"). The Third Amendment, which extended the Outside Date from September 30, 2023 to December 31, 2023, was the final extension agreed to by the parties. No party exercised termination rights prior to the expiration of the Outside Date; rather, the EPA expired by operation of its own terms on December 31, 2023.
The expiration of the EPA does not affect the continued legal existence or entity maintenance obligations of the Vehicle. However, it is a significant development in the overall transaction context.
Subsequent to the expiration of the EPA, the parties entered into a Mutual Standstill and Preservation Agreement, dated February 15, 2024 (the "Standstill Agreement"). The Standstill Agreement, which was executed in FY 2024, provides a framework for the parties to preserve the possibility of reactivating the transaction while refraining from certain actions that could impair the value of the target company or the regulatory approvals already obtained. Although the execution of the Standstill Agreement falls outside the FY 2023 compliance period, it provides important context for the continued maintenance of the Vehicle and is therefore noted herein.
Additionally, the debt commitment letter issued by Atlas National Bank, N.A. and Pinnacle Credit Partners LLC in connection with the proposed acquisition expired on October 31, 2023. The expiration of the debt commitment letter means that new financing commitments would need to be obtained in a reactivation scenario. This matter is being monitored by the C&H deal team.
X. Summary of Compliance Actions and Calendar
A. Completed Actions (FY 2023)
The following compliance actions were completed or maintained during FY 2023:
1. Registered Agent Engagement. The registered agent engagement with Cascade Systems was maintained in active and good standing throughout FY 2023. No lapses in service occurred.
2. Service of Process / Official Communications. No service of process, legal notices, or official communications from any governmental authority were received through the registered agent during FY 2023, consistent with the Vehicle's dormant status.
3. Certificate of Limited Partnership. The Certificate of Limited Partnership for ICM Cascadia Co-Invest, LP remains on file with the Delaware Secretary of State (File No. 7439218), unamended since its initial filing on July 22, 2022.
4. GP Quarterly Reports. The General Partner delivered all four quarterly status reports during FY 2023 (Q1 through Q4 2023), each of which was reviewed by C&H and found to be in compliance with the LP Agreement.
5. Prior Year Delaware Annual Tax. The FY 2022 Delaware annual limited partnership tax of $300 was timely paid, as confirmed in the FY 2022 compliance memorandum dated February 2023.
B. Pending / Upcoming Actions
The following table summarizes the compliance actions that are pending or upcoming as of the date of this memorandum:
XI. Estimated Annual Compliance Costs — FY 2023
The following is a summary of the estimated annual compliance and operating costs attributable to maintaining the Vehicle in dormant status during FY 2023:
The individual component costs are consolidated by Kendrick Thorne & Associates LLP as part of the Vehicle's fund administration engagement and are reflected in aggregate in the annual dormancy operating expense estimate. A detailed breakdown of individual line items is maintained in Kendrick Thorne's records and is available upon request.
All dormancy operating expenses are funded from the Vehicle's working-capital reserve, which was originally established at $3,500,000 from the proceeds of the August 15, 2022 capital call. Based on the current annual burn rate of approximately $185,000, the working-capital reserve is sufficient to fund dormancy operating expenses for approximately 18.9 years at the current rate, absent any additional extraordinary expenses. No additional capital call for operating expenses is anticipated for the foreseeable future.
XII. Conclusion and Recommendations
Based on the review set forth in this memorandum, ICM Cascadia Co-Invest, LP remains in compliance with all Delaware entity maintenance requirements and all federal and state tax obligations for FY 2023. No material compliance deficiencies have been identified. All required filings and maintenance actions have been completed or are on track for timely completion within the applicable filing periods.
The Vehicle remains dormant with no investment activity, and all compliance obligations during the dormancy period are limited to entity maintenance (Certificate of Limited Partnership, registered agent, Delaware franchise tax), federal tax filings (Form 1065 and Schedule K-1), and contractual compliance (LP Agreement quarterly reporting). No state income tax filings were required for FY 2023 due to the Vehicle's dormant status and lack of nexus in any income-taxing state.
We recommend the following courses of action going forward:
1. Maintain Good Standing. Continue to maintain the Vehicle in good standing in Delaware by timely paying the annual franchise tax and renewing the registered agent engagement. Good standing is essential to preserving the Vehicle's legal capacity and contractual rights.
2. Continue Dormant Status. Maintain the Vehicle in dormant status pending resolution of the reactivation-versus-wind-down determination by Ironside Capital Management LP and Meridian Infrastructure GP IV LLC.
3. Monitor Wind-Down Election. Note that Ironside's wind-down election right under Section 7.04(c) of the LP Agreement ripened on July 9, 2024, which is 18 months from the commencement of the Material Impediment Event on January 9, 2023. As of the date of this memorandum, Ironside has not exercised this right. C&H should continue to monitor the status of this election right and be prepared to coordinate dissolution and cancellation procedures if Ironside elects to wind down the Vehicle.
4. Monitor Regulatory Approvals. The FERC Section 203 approval (Docket No. EC22-143-000, issued October 14, 2022) is expected to lapse on June 15, 2024, absent transaction closing or a request for extension. In a reactivation scenario, a new FERC Section 203 application would need to be filed, which would introduce additional timeline and regulatory risk. The OPUC proceedings (Docket No. UM-2287) remain stayed at the joint request of the parties, and the stay should be monitored for any activity or expiration.
5. R&W Insurance Tolling. Confirm the continued tolling status of the Northgate Specialty Insurance Co. R&W policy (Policy No. NSW-RI-2022-09814) on an annual basis.
6. Annual Compliance Memorandum. Calderwood & Harkness LLP will continue to monitor the Vehicle's compliance obligations and will prepare an updated annual compliance memorandum for FY 2024 in the ordinary course.
Any questions regarding this memorandum or the compliance status of ICM Cascadia Co-Invest, LP should be directed to Theresa Kim (tkim@calderwoodharkness.com; 212-555-4718) or Pamela Cross (pcross@calderwoodharkness.com; 212-555-3201).
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Theresa Kim Lead Associate, Funds & Asset Management 125 Broad Street, 44th Floor New York, NY 10004 Tel: (212) 555-4718
Email: tkim@calderwoodharkness.com
Distribution List
This memorandum is a privileged and confidential attorney-client communication prepared by Calderwood & Harkness LLP for the exclusive use of the addressees and the persons identified on the distribution list. It is not intended for distribution to, or use by, any other person or entity. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this memorandum in error, please contact the sender immediately and destroy all copies.
Item | Detail
Full Legal Name | ICM Cascadia Co-Invest, LP
Entity Type | Delaware limited partnership
Employer Identification Number (EIN) | 88-3921457
Delaware Secretary of State File Number | 7439218
Date of Formation | July 22, 2022 (Certificate of Limited Partnership filed)
Registered Agent | Cascade Systems, 160 Greentree Drive, Suite 101, Dover, DE 19904
Registered Office Address | 160 Greentree Drive, Suite 101, Dover, DE 19904 (same as registered agent)
Principal Office / Business Address | c/o Ironside Capital Management LP, 590 Madison Avenue, 38th Floor, New York, NY 10022
General Partner | Meridian Infrastructure GP IV LLC (Delaware LLC, 0.01% general partnership interest)
Limited Partner | Ironside Capital Management LP (Delaware limited partnership, 99.99% limited partnership interest)
Fund Administrator / Tax Preparer | Kendrick Thorne & Associates LLP, One Liberty Plaza, Suite 4100, New York, NY 10006
Independent Auditor (Target-level) | Halstead & Greer LLP (auditor of Cascadia Renewables Holdings, Inc.)
Entity Status | Dormant — no active investment or capital-call activity since January 9, 2023
Governing Law of LP Agreement | State of Delaware
Total Committed Capital | $300,000,000
Capital Called to Date | $22,500,000 (single capital call dated August 15, 2022)
Unfunded Capital Commitments | $277,500,000
Action Item | Responsible Party | Deadline
FY 2023 Delaware annual tax ($300) | Kendrick Thorne & Associates LLP (payment); C&H to confirm | June 1, 2024
Certificate of Good Standing (Delaware) | C&H to order from DE SOS | Following confirmation of tax payment
FY 2023 Form 1065 filing (or extension via Form 7004) | Kendrick Thorne & Associates LLP | March 15, 2024 (or September 15, 2024 with automatic extension)
FY 2023 Schedule K-1 issuance and review | Kendrick Thorne (preparation and issuance); Sylvia Hartwell, C&H Tax (review) | Per Form 1065 filing timeline
Registered agent renewal for FY 2024 | Kendrick Thorne & Associates LLP (coordination); C&H to confirm | Per engagement terms (annual renewal)
Northgate R&W insurance tolling status confirmation | C&H / Theresa Kim | Annual confirmation
Monitor wind-down election status (LP Agreement §7.04(c)) | C&H / Pamela Cross | Ongoing (18-month trigger date: July 9, 2024)
Monitor FERC §203 approval lapse (Docket No. EC22-143-000) | C&H deal team | Expected lapse: June 15, 2024
State tax filing reassessment (if reactivation occurs) | Kendrick Thorne / Sylvia Hartwell | As needed
Cost Category | Estimated Amount
Delaware annual limited partnership tax | $300
Registered agent annual fee (NRAI) | Included in total below
Fund administration services (Kendrick Thorne & Associates LLP) | Included in total below
Form 1065 preparation and Schedule K-1 issuance (Kendrick Thorne) | Included in total below
Audit / accounting fees (if applicable) | Included in total below
Miscellaneous administrative costs | Included in total below
Total Estimated Annual Dormancy Operating Expenses | Approximately $185,000
Recipient | Affiliation | Method
Pamela Cross | Calderwood & Harkness LLP (Responsible Partner) | Internal distribution
Nicholas Stern | Calderwood & Harkness LLP (Billing Partner) | Internal distribution
Renata Obasi | Ironside Capital Management LP (Senior Managing Director) | Encrypted email
Owen Fischer | Calderwood & Harkness LLP (Working Associate) | Internal distribution
Sylvia Hartwell | Calderwood & Harkness LLP (Specialist Partner, Tax) | Internal distribution
File | C&H Matter No. 1023-00001 | Matter file

MEMORANDUM

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

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