1023-00001 · Ironside Capital Management LP · Dormancy/Quarterly Reviews

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

To: Marcus J. Calloway, Founder & Chief Investment Officer, Ironside Capital Management LP Renata Obasi, Senior Managing Director, Infrastructure, Ironside Capital Management LP

From: Theresa Kim, Lead Associate, Funds & Asset Management, Calderwood & Harkness LLP Reviewed by: Pamela Cross, Responsible Partner, Funds & Asset Management, Calderwood & Harkness LLP

Date: July 18, 2023

Re: Review of GP Quarterly Status Report — Q2 2023 (April 1 – June 30, 2023) ICM Cascadia Co-Invest, LP

C&H Matter No.: 1023-00001

I. Executive Summary

This memorandum sets forth Calderwood & Harkness LLP's ("C&H") review and analysis of the quarterly status report for the second quarter of 2023 (the "Q2 Report") delivered by Meridian Infrastructure GP IV LLC (the "GP") to Ironside Capital Management LP ("Ironside" or the "LP") on July 10, 2023. The Q2 Report covers the period from April 1, 2023 through June 30, 2023, and was delivered pursuant to (i) Section 7.04(b) of the Amended and Restated Agreement of Limited Partnership of ICM Cascadia Co-Invest, LP (the "Vehicle"), dated July 29, 2022 (the "LP Agreement"), and (ii) Section 4 of the Side Letter between Ironside and the GP, dated July 29, 2022 (the "Side Letter"). This memorandum is intended solely for the use of Ironside's senior investment team in evaluating the status of the Vehicle and the underlying transaction, and should be treated as privileged and confidential attorney-client communication and attorney work product in all respects.

As background, the Vehicle was formed to facilitate Ironside's co-investment alongside Meridian Infrastructure Partners Fund IV, LP ("Fund IV") in the acquisition of Cascadia Renewables Holdings, Inc. ("Cascadia"), a diversified infrastructure platform operating principally in Oregon and Washington. The Vehicle has remained dormant since January 9, 2023, when the GP formally declared a Material Impediment Event (as defined in LP Agreement §1.01) and issued the Capital Call Suspension Notice to Ironside. The basis for the declaration, as described in our prior memoranda, was the Portland Metropolitan Water District's notice of intent to renegotiate the 40-year Bull Run Filtration Project concession — a key revenue-generating asset of Cascadia — citing changed regulatory requirements under Oregon Senate Bill 1567 (2022).

During the Q2 2023 period, three significant developments occurred that bear on the Vehicle's status and the trajectory of the underlying transaction:

(a) Debt Commitment Extension. Atlas National Bank, N.A. and Pinnacle Credit Partners LLC extended the debt commitment letter to October 31, 2023, from its prior expiration date of April 30, 2023, preserving the financing condition under the Equity Purchase Agreement through such date.

(b) Third Amendment to the Equity Purchase Agreement. The parties to the Equity Purchase Agreement (the "EPA") executed the Third Amendment on June 28, 2023, extending the outside date from June 30, 2023 to December 31, 2023. This represents the third extension of the outside date since the EPA was originally executed.

(c) Continued Stay of OPUC Proceedings. The proceedings before the Oregon Public Utility Commission in Docket No. UM-2287 remain stayed at the joint request of the transaction parties, with no substantive proceedings occurring during Q2 2023.

Notably, the concession renegotiation between Cascadia and the Portland Metropolitan Water District — the underlying cause of the Material Impediment Event — remains unresolved as of the date of this memorandum. No framework agreement or term sheet has been agreed upon, notwithstanding continued discussions between the parties during the quarter.

Overall, C&H finds the Q2 Report to be in material compliance with the reporting requirements set forth in the LP Agreement and the Side Letter, subject to the specific observations and information gaps identified in this memorandum. In particular, C&H notes that the GP's treatment of the concession renegotiation status and its reactivation assessment could benefit from additional quantitative detail, and that several upcoming deadlines — most critically the October 31, 2023 expiration of the debt commitment letter — warrant proactive engagement by Ironside with the GP and its counsel. Our specific recommendations for follow-up actions are set forth in Sections XI and XII below.

II. Compliance with Reporting Requirements

A. Timeliness. Section 7.04(b) of the LP Agreement requires the GP to deliver a written quarterly status report to each limited partner within fifteen (15) business days after the end of each calendar quarter during any period in which a Material Impediment Event is in effect and the Vehicle is in a dormancy period (as defined in LP Agreement §1.01). This obligation runs continuously until such time as the Material Impediment Event is cured, the Vehicle is reactivated, or the Vehicle is wound down in accordance with LP Agreement §8.02.

The second calendar quarter of 2023 ended on June 30, 2023, which was a Friday. Counting fifteen (15) business days from and including July 3, 2023 (the next business day, as July 1 and July 2 were a Saturday and Sunday, respectively, and July 4, 2023 was the Independence Day federal holiday), the reporting deadline fell on approximately July 21, 2023. The Q2 Report was delivered by the GP to Ironside via email and overnight courier on July 10, 2023 — nine (9) business days before the expiration of the prescribed period. This delivery was timely and consistent with the GP's prior practice: the Q1 2023 report covering the period January 1, 2023 through March 31, 2023 was delivered on April 14, 2023, which was similarly within the prescribed fifteen-business-day window.

C&H has no timeliness concerns with respect to the Q2 Report.

B. Content Completeness

Section 4 of the Side Letter, negotiated by Ironside as a condition to its commitment to the Vehicle, imposes enhanced content requirements on the quarterly status reports delivered during any dormancy period. Specifically, each quarterly report must include the following six enumerated elements:

(i) a summary of the current status of the Material Impediment Event, including a description of any developments during the applicable quarter that bear on the resolution or continuation of such event;

(ii) updates on the status of all regulatory approvals required for the consummation of the acquisition of Cascadia, including any filings made, approvals received, or proceedings commenced or concluded during the applicable quarter;

(iii) updates on the Equity Purchase Agreement and any amendments, waivers, or modifications thereto executed during the applicable quarter;

(iv) a financial summary of the Vehicle, including its capital position, unfunded commitments, and any changes in capitalization during the applicable quarter;

(v) a summary of Vehicle operating expenses incurred during the applicable quarter, including identification of specific expense categories and amounts; and

(vi) the GP's assessment of the prospects for reactivation of the Vehicle and the underlying transaction, or, in the alternative, the GP's recommendation regarding wind-down of the Vehicle.

C&H has reviewed the Q2 Report against each of these six required content elements. Each element is addressed in the Q2 Report in some fashion. The report is organized in a manner that tracks these requirements, with separate sections devoted to the Material Impediment Event status (Section 2 of the Q2 Report), regulatory updates (Section 3), EPA developments (Section 4), financial summary (Section 5), operating expenses (Section 6), and the GP's reactivation assessment (Section 7).

However, as discussed in greater detail in Sections III through IX below, C&H notes that the treatment of certain items in the Q2 Report could be more detailed and informative, particularly with respect to: (a) the concession renegotiation status, where the Q2 Report provides only narrative descriptions of meetings held without quantitative analysis of potential outcomes; and (b) the GP's reactivation assessment, which is qualitative in nature and does not address several key reactivation prerequisites or provide a timeline or probability framework. These observations are not, in C&H's view, material compliance deficiencies, but they do represent areas where Ironside could benefit from requesting supplemental information from the GP.

III. Status of Material Impediment Event

The GP confirms in the Q2 Report that the Material Impediment Event declared on January 9, 2023 remains in effect as of the end of Q2 2023. As discussed in prior C&H memoranda, the basis for the Material Impediment Event declaration was the Portland Metropolitan Water District's October 28, 2022 notice of intent to renegotiate the 40-year Bull Run Filtration Project concession agreement. The concession was originally executed in approximately 2018 and generates annual revenue of approximately $64 million to Cascadia. The Water District's renegotiation notice cited changed regulatory requirements under Oregon Senate Bill 1567 (2022), which imposed new water-quality treatment and filtration standards applicable to public water systems serving populations in excess of 100,000.

The Q2 Report states that Cascadia's management team — specifically, CEO Jonathan M. Weir and CFO Sandra K. Llewellyn — and representatives of the Portland Metropolitan Water District have continued negotiations during Q2 2023. The report notes that meetings were held in April and June 2023, but provides limited detail regarding the substance of those discussions. The Q2 Report does not indicate that any framework agreement, term sheet, or agreement in principle has been reached, nor does it provide a timeline for anticipated resolution.

The GP's characterization of the status of negotiations is consistent with C&H's understanding based on Ironside's prior communications with Meridian's investment team. However, C&H observes that the Q2 Report does not attempt to quantify the potential impact of revised concession terms on Cascadia's projected revenue or EBITDA. This omission is notable for several reasons. The Bull Run Filtration Project concession represents approximately $64 million in annual revenue, which constitutes roughly 13.1% of Cascadia's consolidated fiscal year 2021 revenue of approximately $487 million (the most recent full fiscal year for which audited financials were included in the acquisition data room). To the extent that renegotiation results in a material reduction in the concession's economics — whether through reduced availability payments, increased capital expenditure obligations borne by Cascadia, or shortened concession terms — such changes could materially affect the enterprise valuation of $1.95 billion that underpins the co-investment thesis. At that valuation, the implied EV/EBITDA multiple is approximately 14.1x based on Cascadia's FY 2021 adjusted EBITDA of approximately $138 million. A downward revision to Cascadia's EBITDA resulting from impaired concession economics would compress the return profile for the co-investment and potentially call into question whether the acquisition should proceed at the agreed-upon pricing.

Recommendation: C&H recommends that Ironside request that future quarterly reports from the GP include a quantitative assessment of concession renegotiation scenarios and their impact on Cascadia's target valuation. Specifically, the GP should be asked to provide sensitivity analyses reflecting potential changes to the Bull Run concession's annual revenue contribution, capital expenditure requirements, and remaining term, along with the resulting impact on Cascadia's consolidated EBITDA and the implied enterprise value under the EPA pricing framework. This information is essential to Ironside's ability to evaluate the continued viability of the co-investment and to make informed decisions regarding its rights under the LP Agreement, including its eventual wind-down election right under §7.04(c).

IV. Equity Purchase Agreement — Third Amendment

A. Extension of Outside Date

The Q2 Report confirms that the Third Amendment to the Equity Purchase Agreement was executed on June 28, 2023, two days before the then-current outside date of June 30, 2023 would have expired. The Third Amendment extends the outside date from June 30, 2023 to December 31, 2023, thereby preserving the EPA and the transaction structure through the end of calendar year 2023.

For context, this is the third extension of the EPA's outside date since the agreement was originally executed:

• Original EPA: The Equity Purchase Agreement was executed with an original outside date of December 31, 2022, reflecting the parties' initial expectation that the acquisition of Cascadia would close before year-end 2022.

• First Amendment (November 22, 2022): Executed following the Portland Metropolitan Water District's October 28, 2022 renegotiation notice, extending the outside date from December 31, 2022 to March 31, 2023, to provide time to assess the implications of the concession renegotiation.

• Second Amendment (March 15, 2023): Executed approximately two weeks before the March 31, 2023 outside date, extending the outside date to June 30, 2023, as the Material Impediment Event remained unresolved.

• Third Amendment (June 28, 2023): As described above, extending the outside date to December 31, 2023.

All parties to the EPA executed the Third Amendment. The parties include: (a) the Selling Shareholders, comprised of Timberline Growth Equity Fund III, LP (holding approximately 62% of Cascadia's equity), the Weir Family Trust (holding approximately 18%), and the Management Rollover Pool (holding approximately 20%); (b) Cascadia Renewables Holdings, Inc., the target company; and (c) Cascadia Acquisition Corp., the special purpose acquisition vehicle through which Fund IV and the Vehicle are structured to acquire Cascadia's equity.

C&H has reviewed the Third Amendment in connection with a separate analysis provided in our memorandum of the same period (C&H Matter No. 1023-00001, Sub-File 3A-4). Based on that review, the Third Amendment is consistent with the prior two amendments in form and substance. The sole operative change effected by the Third Amendment is the extension of the outside date set forth in Section 10.01(b)(i) of the EPA from June 30, 2023 to December 31, 2023. No other substantive terms of the EPA — including the purchase price, representations and warranties, closing conditions, indemnification provisions, or other material terms — were modified by the Third Amendment. The representations and warranties of the parties set forth in the EPA were reaffirmed as of the date of the Third Amendment, and each party certified that no event had occurred that would constitute a breach of any representation or warranty or give rise to a failure of any closing condition (other than the conditions that by their nature are to be satisfied at closing).

B. Termination Rights

As of the new outside date of December 31, 2023, each party to the EPA retains the right to terminate the agreement if the closing has not occurred by such date, subject to the conditions and limitations set forth in EPA Article X. Specifically, under Section 10.01(b)(i), either the Selling Shareholders (acting jointly) or the Buyer may terminate the EPA by written notice to the other parties if the closing has not occurred on or before December 31, 2023, provided that the terminating party is not then in material breach of any of its obligations under the EPA that would have caused or contributed to the failure of the closing to occur.

C&H will continue to monitor the implications of the termination rights as the December 31, 2023 outside date approaches. In this regard, Ironside should be aware that this third extension likely represents the final extension that can be readily obtained from all EPA parties. Each successive extension requires the agreement of all parties, including the Selling Shareholders. As a practical matter, the Selling Shareholders — particularly Timberline Growth Equity Fund III, LP, which holds the majority position and is itself a private equity fund with its own fund lifecycle and limited partner reporting obligations — may become less willing to agree to further extensions absent clear evidence of transaction momentum toward closing. The Weir Family Trust and Management Rollover Pool may have similar concerns, particularly if the continued uncertainty surrounding the concession renegotiation erodes confidence in the likelihood of a successful transaction. Should the EPA terminate on December 31, 2023 without closing, the consequences for the Vehicle would need to be carefully assessed under LP Agreement §8.02 (wind-down provisions), including the return of unfunded capital commitments and the disposition of the Vehicle's assets (principally the called capital deployed to date).

V. Debt Commitment Letter — Extension

A. Extension Terms

The Q2 Report confirms that Atlas National Bank, N.A. ("Atlas"), acting in its capacity as lead arranger and administrative agent, and Pinnacle Credit Partners LLC ("Pinnacle"), acting as co-lender, have extended the expiration date of the debt commitment letter from its prior expiration date of April 30, 2023 to October 31, 2023. The prior expiration date of April 30, 2023 was itself an extension from the original expiration date, which was set at a date in early 2023 in connection with the original anticipated closing timeline.

The original debt commitment letter was dated August 30, 2022, and provides for the following credit facilities in connection with the acquisition of Cascadia:

• Senior Secured Term Loan Facility: $975 million in aggregate principal amount, allocated between Atlas ($650 million) and Pinnacle ($325 million).

• Revolving Credit Facility: $150 million in aggregate availability, provided solely by Atlas.

The total committed debt financing of $1.125 billion (term loan plus revolver) represents a significant component of the overall sources-and-uses framework for the acquisition, which totals approximately $2.025 billion.

In connection with the extension, an extension fee of 0.25% of the $975 million term loan commitment — equaling $2,437,500 — was paid by Meridian Infrastructure Partners Fund IV, LP ("Fund IV"). C&H notes that this fee was borne entirely by Fund IV and was not allocated to the co-investment Vehicle. This allocation is consistent with the GP's stated position that extension costs incurred during the dormancy period that are attributable to the sponsor's decision to pursue extensions of the transaction timeline are properly characterized as Fund IV-level expenses rather than Vehicle-level expenses. C&H concurs that this position is reasonable and consistent with the co-investment cost allocation framework set forth in LP Agreement §3.05(c), which provides that costs arising from the GP's or Fund IV's discretionary decisions during a dormancy period shall not be allocated to the Vehicle absent the LP's prior written consent.

B. Implications for Co-Invest Vehicle

The extension of the debt commitment letter preserves the financing condition under Section 7.03(a)(iii) of the EPA through October 31, 2023. However, the debt commitment letter now expires two months before the EPA's new outside date of December 31, 2023. This temporal gap creates a meaningful structural risk for the transaction and, by extension, for the Vehicle.

Specifically, if the debt commitment letter expires on October 31, 2023 without further extension, the financing condition under the EPA may become unsatisfied as of such date. An unsatisfied financing condition could have several consequences:

(a) It could give rise to a termination right in favor of the Selling Shareholders under EPA Article X, on the basis that the Buyer can no longer demonstrate the availability of committed financing sufficient to consummate the acquisition.

(b) It could require the equity sponsors — Fund IV and, indirectly, the Vehicle — to either obtain a replacement financing commitment from alternative lenders or negotiate a further extension of the existing commitment with Atlas and Pinnacle, potentially at additional cost and on revised terms reflecting then-prevailing credit market conditions.

(c) In the unlikely but theoretically possible scenario, the equity sponsors could seek to fund the acquisition on an all-equity basis. However, this is impractical given the magnitude of the term loan facility ($975 million) relative to the total sources and uses of $2.025 billion. An all-equity acquisition would require approximately $2.025 billion in equity capital, far exceeding the combined commitments of Fund IV and the Vehicle and fundamentally altering the return profile of the investment.

C&H intends to address the debt commitment gap and its implications in a separate, more detailed analysis in the coming weeks. In the interim, Ironside should proactively inquire with the GP and Meridian's investment team regarding their plans for addressing this gap, including whether discussions with Atlas and Pinnacle regarding a further commitment extension are underway, and whether alternative financing sources are being explored.

For further background on the debt commitment extension and the associated cost allocation analysis, C&H refers Ironside to our separate memorandum dated April 28, 2023 (C&H Matter No. 1023-00001, Sub-File 2C-2), which addresses these matters in detail.

VI. Regulatory Approvals Status

A. FERC §203 Approval

The Q2 Report notes that approval under Section 203 of the Federal Power Act was received from the Federal Energy Regulatory Commission ("FERC") on December 15, 2022, in Docket No. EC22-143-000. The FERC order authorized the proposed disposition and acquisition of jurisdictional facilities, subject to certain conditions, including the completion of license-transfer filings with respect to Cascadia's FERC-jurisdictional hydroelectric and transmission assets following the closing of the acquisition.

The FERC approval includes a standard 18-month lapse provision. Under this provision, absent either the consummation of the approved transaction or an extension granted by FERC staff, the authorization would automatically lapse approximately 18 months from the date of the order — i.e., on or about June 15, 2024. As of the end of Q2 2023, no license-transfer filings have been made because the transaction has not closed. The GP states in the Q2 Report that it intends to monitor the lapse timeline and will seek a FERC staff extension if necessary to preserve the authorization.

C&H Observation: The June 15, 2024 lapse date is now less than twelve months away. While FERC staff extensions of lapse provisions are routinely granted in the ordinary course, they are not automatic and require an affirmative filing demonstrating good cause for the delay. If the transaction does not close or the FERC approval is not extended before June 15, 2024, a new FERC §203 application would be required. A new filing would add both time (FERC's typical processing time for §203 applications is approximately 60–90 days for uncontested filings) and cost to any reactivation effort, and would be subject to review under then-prevailing regulatory conditions, which may differ from those in effect at the time of the original December 2022 order. Ironside should factor this lapse timeline into its overall assessment of reactivation feasibility and the associated costs of delay.

B. Oregon Public Utility Commission (OPUC)

The application for OPUC approval was filed on October 14, 2022, and is docketed as Docket No. UM-2287. The Q2 Report confirms that the proceedings before the OPUC remain stayed at the joint request of the parties to the transaction. The stay has been in effect since February 2023, when the GP and the other transaction parties filed a joint motion to stay proceedings pending resolution of the Material Impediment Event. The OPUC granted the joint motion without opposition.

No substantive proceedings occurred during Q2 2023. The stay is expected to continue until such time as the transaction parties jointly request reactivation of the proceeding, which would occur only if the Material Impediment Event is cured and the transaction is proceeding toward closing.

C&H Observation: The continued stay of the OPUC proceedings preserves the application without prejudice, which is favorable to the transaction parties. However, C&H notes that the OPUC has inherent authority to manage its docket and may, if the stay extends for a significantly prolonged period, require the parties to file a status update or show cause why the application should not be dismissed for lack of prosecution. While C&H is not aware of any specific OPUC precedent establishing a fixed time limit for stays of this nature, it would be prudent for the GP and its regulatory counsel to maintain periodic informal communication with OPUC staff to ensure that the stay remains in good standing and that no procedural risks arise from the extended period of inactivity.

C. CFIUS. No further action is required with respect to the Committee on Foreign Investment in the United States ("CFIUS"). The GP and Cascadia Acquisition Corp. filed a voluntary notice with CFIUS, which was acknowledged on September 20, 2022. Clearance was effectively received through the notice process, and no foreign ownership, control, or influence concerns were identified. The Q2 Report appropriately notes this item as fully resolved, and C&H concurs. No ongoing CFIUS monitoring obligations apply to this transaction.

VII. Vehicle Financial Summary

A. Capital Position

The Q2 Report sets forth the Vehicle's capital position as of June 30, 2023, which remains unchanged from the prior quarter:

The single capital call of $22,500,000 was issued on August 15, 2022, representing 7.5% of total committed capital. No additional capital calls have been made during the dormancy period, which is consistent with the Capital Call Suspension Notice dated January 9, 2023 (issued concurrently with the Material Impediment Event declaration). Under LP Agreement §5.02(d), the GP is prohibited from issuing additional capital calls during a dormancy period except to fund Vehicle operating expenses if the working-capital reserve is insufficient, and only with not less than thirty (30) days' prior written notice to the LP.

No distributions of any kind — including return of capital, preferred return, or carried interest distributions — have been made by the Vehicle since inception.

B. Application of Called Capital (Unchanged from Prior Reports)

The $22,500,000 in called capital has been applied as follows, with no changes from the allocation reported in the Q1 2023 report:

C&H has reconciled the individual line items to the total called capital and confirms that the figures are internally consistent. The allocation is unchanged from the Vehicle's inception and prior quarterly reports, as no new expenditures from called capital (other than operating expenses drawn from the working-capital reserve, as discussed in Section VII.C below) have been incurred during the dormancy period.

C. Q2 2023 Operating Expenses

The Q2 Report itemizes the Vehicle's dormancy operating expenses for Q2 2023. Total operating expenses for the quarter were reported at approximately $46,000, which annualizes to approximately $184,000. This figure is consistent with C&H's independently estimated annualized dormancy operating expenses of approximately $185,000, based on our review of the Vehicle's cost structure and applicable service provider agreements.

The Q2 2023 operating expenses consist of the following principal components:

• Fund administration fees: Paid to Kendrick Thorne & Associates LLP, the Vehicle's fund administrator, for quarterly NAV reporting, investor reporting coordination, and general fund accounting services during the dormancy period. These fees are payable pursuant to the Fund Administration Agreement dated August 1, 2022.

• Registered agent fees: Paid to Cascade Systems for maintenance of the Vehicle's registered agent in the State of Delaware, as required under the Delaware Revised Uniform Limited Partnership Act.

• Delaware franchise tax accrual: Pro rata quarterly accrual for the Vehicle's annual Delaware franchise tax obligation, calculated based on the Vehicle's authorized capital.

• Audit and K-1 preparation fees: Pro rata allocation of fees payable to the Vehicle's independent auditor for annual audit and tax return preparation services, accrued ratably over the fiscal year.

These operating expenses are funded from the working-capital reserve of $3,500,000 established at the time of the initial capital call. At the current quarterly run rate of approximately $46,000 (annualized to approximately $184,000), C&H estimates that the working-capital reserve is sufficient to cover approximately 19 years of dormancy operating expenses. This is not a near-term concern. However, C&H will continue to monitor the operating expense run rate and working-capital reserve adequacy in connection with each quarterly report review.

D. Economic Terms (Unchanged)

The economic terms of the Vehicle remain unchanged from inception:

• Management Fee: None. The Side Letter provides that no management fee shall be charged by the GP to the Vehicle, either during the investment period or during dormancy.

• Carried Interest: Ten percent (10%) of net profits allocable to the GP above an eight percent (8%) preferred return to the LP, compounded quarterly. No carried interest has been earned or accrued, as the Vehicle has not generated any investment income or realized any gains.

• Investment Income/Losses: No investment income or losses were recognized during Q2 2023. The Vehicle's assets consist solely of cash and the working-capital reserve, held in deposit accounts. The Q2 Report does not indicate any interest income earned on the deposit balances, which is consistent with the GP's prior practice of sweeping de minimis interest income against operating expenses.

VIII. R&W Insurance Policy Status

The Q2 Report confirms that the representations and warranties insurance policy issued by Northgate Specialty Insurance Co. (Policy No. NSW-RI-2022-09814) remains in tolled status pursuant to the Tolling Side Letter executed by Northgate and the insureds on January 20, 2023. The policy provides a coverage limit of $195 million, representing approximately 10% of the $1.95 billion enterprise value of Cascadia, and is intended to backstop certain of the Selling Shareholders' representations and warranties in the EPA in lieu of a traditional escrow or indemnity holdback.

The Tolling Side Letter, which C&H reviewed at the time of its execution (see C&H memorandum dated January 25, 2023, C&H Matter No. 1023-00001, Sub-File 2A-3), suspends the running of the coverage period under the R&W policy during the dormancy period of the co-investment Vehicle. The effect of the tolling is to preserve the policy's coverage period such that, if the transaction ultimately closes and the policy is activated, the coverage period would commence from the closing date rather than from the original policy inception date. The governing law of the R&W policy is the law of the State of Connecticut.

No claims have been made under the policy, and no circumstances giving rise to a potential claim have been reported to Northgate by any insured party. The premium deposit of $4,875,000, paid from the Vehicle's called capital at inception, remains on deposit with Northgate Specialty.

C&H Observation: While the tolling arrangement preserves the Vehicle's position with respect to the R&W policy in the near term, Ironside should understand that reactivation of the policy — i.e., the transition from tolled status to active coverage upon closing of the transaction — would be subject to Northgate's agreement and potentially supplemental underwriting. This is particularly the case if the concession renegotiation materially changes Cascadia's risk profile, financial condition, or asset base, or if a significant period of time has elapsed since the original underwriting was conducted (August–September 2022). R&W insurers routinely reserve the right to require updated diligence, bring-down representations, and potentially revised terms (including premium adjustments or coverage exclusions) when policies are activated after extended dormancy or tolling periods. Ironside should confirm, through appropriate channels, whether Northgate has been consulted regarding the conditions under which it would agree to reactivate the policy and whether any supplemental underwriting requirements have been communicated.

IX. GP's Assessment of Reactivation Prospects

The Q2 Report includes a section addressing the GP's assessment of the prospects for reactivation of the Vehicle and the underlying transaction, as required by Side Letter §4(vi). The GP states that it "continues to believe reactivation remains possible" if the Bull Run Filtration Project concession renegotiation is resolved on terms that do not materially impair the economics of the transaction. However, the GP does not provide a specific timeline for anticipated resolution, a probability assessment, or a framework for evaluating what would constitute terms that "do not materially impair" transaction economics.

The GP notes that Meridian's financial advisor, Blackthorn Advisory Group LLC, is actively monitoring market conditions and comparable infrastructure transaction multiples, and that Meridian's investment team is in regular communication with Cascadia's management regarding the progress of the concession renegotiation. The Q2 Report does not, however, describe the substance of these communications or indicate whether any preliminary financial analysis has been conducted regarding the impact of potential concession renegotiation outcomes on the transaction.

C&H Observation: The GP's reactivation assessment, while not technically deficient under the express terms of Side Letter §4(vi), is qualitative rather than quantitative and does not address several key reactivation prerequisites that would need to be satisfied before the transaction could move toward closing. These prerequisites include, at a minimum:

(a) Resolution of the Concession Renegotiation. The Material Impediment Event cannot be cured, and the Vehicle cannot be reactivated, until the Bull Run concession renegotiation is resolved on terms acceptable to the GP and the equity sponsors.

(b) Financing Availability. The current debt commitment letter expires on October 31, 2023. Reactivation of the transaction after that date would require either a further extension of the existing commitment or the procurement of replacement financing, potentially on different terms reflecting then-current credit market conditions, base rates, and lender appetite for infrastructure acquisition financing.

(c) FERC Approval Preservation. The FERC §203 approval is subject to an 18-month lapse provision expiring approximately June 15, 2024. If the transaction has not closed by that date and no extension has been obtained, a new FERC filing would be required.

(d) OPUC Proceedings Reactivation. The OPUC application in Docket No. UM-2287 would need to be reactivated from its current stayed status, and OPUC approval would need to be obtained, before closing could occur.

(e) Potential Transaction Repricing. Depending on the outcome of the concession renegotiation and changes in market conditions, the parties may need to renegotiate the purchase price or other economic terms of the EPA, which would require the consent of all parties including the Selling Shareholders.

Recommendation: C&H recommends that Ironside request that future quarterly reports from the GP include a more detailed reactivation roadmap, setting forth the key milestones and decision points that would need to be achieved before the transaction could proceed to closing. The roadmap should identify each reactivation prerequisite, the current status of each prerequisite, the GP's assessment of the timeline for achievement, and any interdependencies among the various prerequisites. This information would enable Ironside to make more informed decisions regarding its continued participation in the Vehicle and the exercise of its rights under the LP Agreement.

X. Dormancy Duration and Wind-Down Election Right

As of June 30, 2023, the dormancy period has been in effect for approximately five (5) months and twenty-one (21) days, measured from the GP's January 9, 2023 declaration of the Material Impediment Event and issuance of the Capital Call Suspension Notice.

Under Section 7.04(c) of the LP Agreement, Ironside, as the sole limited partner of the Vehicle, has the right to elect a wind-down of the Vehicle if the dormancy period exceeds eighteen (18) months. This right is exercisable by written notice from Ironside to the GP at any time after the 18-month period has elapsed, and is not subject to GP consent or approval. Upon exercise of the wind-down election right, the GP is obligated to commence wind-down proceedings in accordance with LP Agreement §8.02 within thirty (30) days of receipt of Ironside's notice.

The 18-month mark, calculated from January 9, 2023, will occur on or about July 9, 2024 — approximately twelve (12) months from the end of Q2 2023. No action is required from Ironside at this time with respect to the wind-down election right. However, C&H will continue to monitor the dormancy period duration in connection with each quarterly report review and will advise Ironside in advance of the 18-month trigger date regarding the process, implications, and strategic considerations associated with the potential exercise of the wind-down election right.

It is worth noting that the wind-down election right is independent of the EPA termination right and the debt commitment expiration. Even if the EPA remains in effect and financing is available, Ironside retains the right to elect wind-down of the Vehicle if it determines, in its sole discretion, that the continued dormancy is not in its interest. Conversely, the wind-down election right does not obligate Ironside to take any action — it may choose to continue to participate in the Vehicle beyond the 18-month mark if it believes reactivation remains a viable prospect. C&H will provide a detailed analysis of the wind-down election right and its implications, including the expected recovery of invested capital upon wind-down, in a separate memorandum to be delivered prior to the 18-month trigger date.

XI. Information Gaps and Follow-Up Items

Based on C&H's review of the Q2 Report, the following information gaps and follow-up items have been identified. C&H recommends that Ironside raise each of these items with the GP, through Breckenridge Sloane & Pratt LLP (Charles A. Delacroix), Meridian's fund counsel, in connection with its ongoing dialogue regarding the Vehicle and the underlying transaction:

1. Concession Renegotiation Detail. Request that the GP provide quantitative scenarios for revised concession terms and their impact on Cascadia's revenue, EBITDA, and enterprise value. At minimum, the GP should be asked to model a base case, a downside case, and a severe downside case reflecting potential concession renegotiation outcomes, and to quantify the impact of each scenario on the co-investment's projected returns.

2. Debt Commitment Gap. Inquire regarding the GP's and Meridian's plans for addressing the gap between the debt commitment letter expiration date (October 31, 2023) and the EPA outside date (December 31, 2023). Specifically, Ironside should ask whether discussions with Atlas National Bank, N.A. and Pinnacle Credit Partners LLC regarding a further commitment extension are underway, and if so, what terms (including any additional extension fees) are being discussed. Ironside should also inquire whether alternative financing sources are being explored in the event that the existing lenders are unwilling to extend further.

3. FERC Lapse Timeline. Confirm the GP's plan for seeking a FERC staff extension of the §203 approval in Docket No. EC22-143-000 before the approximately June 15, 2024 lapse date. Ironside should request information regarding the timeline for filing the extension request, the basis on which the extension would be sought, and any costs associated with the extension process.

4. OPUC Stay Status. Confirm that the OPUC has not indicated any concerns regarding the continued stay of proceedings in Docket No. UM-2287, and that there is no risk of the application being dismissed for lack of prosecution or administrative inactivity. The GP should be asked whether its regulatory counsel has had any informal communications with OPUC staff regarding the status of the docket.

5. R&W Insurance Reactivation. Confirm whether Northgate Specialty Insurance Co. has been consulted regarding the conditions under which the R&W policy (Policy No. NSW-RI-2022-09814) would be reactivated from tolled status, including whether supplemental underwriting would be required, whether the premium deposit would be credited against any revised premium, and whether any coverage exclusions or modifications would be imposed in connection with reactivation.

C&H is available to assist Ironside in drafting the appropriate correspondence to Meridian's counsel requesting this information, and to review any responses received.

XII. Conclusion and Recommendation

Based on C&H's review, the Q2 Report is in material compliance with the reporting requirements set forth in LP Agreement §7.04(b) and Side Letter §4. The Q2 Report was timely delivered — nine business days before the applicable deadline — and addresses each of the six required content elements specified in Side Letter §4. While C&H has identified certain areas where the GP's reporting could be more detailed and informative, particularly with respect to the quantitative dimensions of the concession renegotiation and the reactivation assessment, these observations do not rise to the level of material compliance deficiencies.

The key risk areas for Ironside as of the end of Q2 2023 continue to be:

(i) Unresolved Concession Renegotiation. The Bull Run Filtration Project concession renegotiation remains the underlying cause of the Material Impediment Event and the primary obstacle to transaction reactivation. The lack of a framework agreement or term sheet, after approximately eight months of negotiations, introduces uncertainty regarding both the timeline for resolution and the ultimate impact on Cascadia's economics and the co-investment thesis.

(ii) Approaching Debt Commitment Expiration. The Atlas/Pinnacle debt commitment letter expires on October 31, 2023, two months before the EPA outside date of December 31, 2023. This gap creates a structural financing risk that could jeopardize the transaction's viability even if the concession renegotiation is resolved. Ironside should prioritize obtaining clarity from the GP regarding plans to address this gap.

(iii) Medium-Term FERC Approval Lapse Risk. The FERC §203 approval in Docket No. EC22-143-000 is subject to an 18-month lapse provision expiring approximately June 15, 2024. While this date is approximately eleven months away, the lead time required to file an extension request and the potential consequences of a lapse (necessitating a new §203 application) warrant early attention.

Recommendations:

C&H recommends the following actions:

1. Ironside should transmit the information requests identified in Section XI above to Meridian Infrastructure GP IV LLC, through its fund counsel at Breckenridge Sloane & Pratt LLP (contact: Charles A. Delacroix, Partner), at Ironside's earliest convenience. C&H is available to assist in drafting the appropriate correspondence.

2. C&H should continue to review each quarterly status report delivered by the GP during the dormancy period, and to provide Ironside with a written analysis of each such report, identifying compliance issues, information gaps, and risk factors.

3. C&H will continue to monitor the dormancy period duration and will advise Ironside as the eighteen-month wind-down election right trigger (approximately July 9, 2024) approaches. C&H will prepare a detailed memorandum analyzing the wind-down election right and its implications in advance of that date.

4. C&H will prepare a separate analysis of the debt commitment gap issue (October 31, 2023 expiration versus December 31, 2023 EPA outside date) and its implications for the financing condition under the EPA, to be delivered to Ironside within the next thirty days.

C&H is available to discuss this memorandum and its recommendations with Ironside's investment team at Ironside's convenience. Please do not hesitate to contact Theresa Kim (direct: 212-558-4912; tkim@calderwoodharkness.com) or Pamela Cross (direct: 212-558-3740; pcross@calderwoodharkness.com) with any questions.

•

Prepared by:

________________________________________

Theresa Kim Lead Associate Funds & Asset Management Practice Group Calderwood & Harkness LLP

Reviewed by:

________________________________________

Pamela Cross Responsible Partner Funds & Asset Management Practice Group Calderwood & Harkness LLP

cc (internal): Nicholas Stern, Billing Partner, Calderwood & Harkness LLP Owen Fischer, Working Associate, Calderwood & Harkness LLP (internal file copy)

Distribution: This memorandum is privileged and confidential, prepared at the direction of and for the exclusive use of Ironside Capital Management LP. It constitutes attorney-client communication and attorney work product protected from disclosure under applicable law. It should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP. Any unauthorized distribution, copying, or use of this memorandum is strictly prohibited.

Item	Amount	Percentage
Total Committed Capital	$300,000,000	100.00%
GP Commitment (Meridian Infrastructure GP IV LLC)	$30,000	0.01%
LP Commitment (Ironside Capital Management LP)	$299,970,000	99.99%
Capital Called to Date	$22,500,000	7.50%
Unfunded Commitment	$277,500,000	92.50%
Expense Category	Amount
Organizational expenses	$285,000
Placement-agent fee (Rivermark Capital Markets Inc.) (0.35% × $300,000,000)	$1,050,000
R&W insurance premium deposit (Northgate Specialty Insurance Co., Policy No. NSW-RI-2022-09814) (2.5% × $195,000,000 coverage limit)	$4,875,000
Due-diligence costs and deposits	$12,790,000
Working-capital reserve	$3,500,000
Total	$22,500,000

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
To: Marcus J. Calloway, Founder & Chief Investment Officer, Ironside Capital Management LP Renata Obasi, Senior Managing Director, Infrastructure, Ironside Capital Management LP
From: Theresa Kim, Lead Associate, Funds & Asset Management, Calderwood & Harkness LLP Reviewed by: Pamela Cross, Responsible Partner, Funds & Asset Management, Calderwood & Harkness LLP
Date: July 18, 2023
Re: Review of GP Quarterly Status Report — Q2 2023 (April 1 – June 30, 2023) ICM Cascadia Co-Invest, LP
C&H Matter No.: 1023-00001
I. Executive Summary
This memorandum sets forth Calderwood & Harkness LLP's ("C&H") review and analysis of the quarterly status report for the second quarter of 2023 (the "Q2 Report") delivered by Meridian Infrastructure GP IV LLC (the "GP") to Ironside Capital Management LP ("Ironside" or the "LP") on July 10, 2023. The Q2 Report covers the period from April 1, 2023 through June 30, 2023, and was delivered pursuant to (i) Section 7.04(b) of the Amended and Restated Agreement of Limited Partnership of ICM Cascadia Co-Invest, LP (the "Vehicle"), dated July 29, 2022 (the "LP Agreement"), and (ii) Section 4 of the Side Letter between Ironside and the GP, dated July 29, 2022 (the "Side Letter"). This memorandum is intended solely for the use of Ironside's senior investment team in evaluating the status of the Vehicle and the underlying transaction, and should be treated as privileged and confidential attorney-client communication and attorney work product in all respects.
As background, the Vehicle was formed to facilitate Ironside's co-investment alongside Meridian Infrastructure Partners Fund IV, LP ("Fund IV") in the acquisition of Cascadia Renewables Holdings, Inc. ("Cascadia"), a diversified infrastructure platform operating principally in Oregon and Washington. The Vehicle has remained dormant since January 9, 2023, when the GP formally declared a Material Impediment Event (as defined in LP Agreement §1.01) and issued the Capital Call Suspension Notice to Ironside. The basis for the declaration, as described in our prior memoranda, was the Portland Metropolitan Water District's notice of intent to renegotiate the 40-year Bull Run Filtration Project concession — a key revenue-generating asset of Cascadia — citing changed regulatory requirements under Oregon Senate Bill 1567 (2022).
During the Q2 2023 period, three significant developments occurred that bear on the Vehicle's status and the trajectory of the underlying transaction:
(a) Debt Commitment Extension. Atlas National Bank, N.A. and Pinnacle Credit Partners LLC extended the debt commitment letter to October 31, 2023, from its prior expiration date of April 30, 2023, preserving the financing condition under the Equity Purchase Agreement through such date.
(b) Third Amendment to the Equity Purchase Agreement. The parties to the Equity Purchase Agreement (the "EPA") executed the Third Amendment on June 28, 2023, extending the outside date from June 30, 2023 to December 31, 2023. This represents the third extension of the outside date since the EPA was originally executed.
(c) Continued Stay of OPUC Proceedings. The proceedings before the Oregon Public Utility Commission in Docket No. UM-2287 remain stayed at the joint request of the transaction parties, with no substantive proceedings occurring during Q2 2023.
Notably, the concession renegotiation between Cascadia and the Portland Metropolitan Water District — the underlying cause of the Material Impediment Event — remains unresolved as of the date of this memorandum. No framework agreement or term sheet has been agreed upon, notwithstanding continued discussions between the parties during the quarter.
Overall, C&H finds the Q2 Report to be in material compliance with the reporting requirements set forth in the LP Agreement and the Side Letter, subject to the specific observations and information gaps identified in this memorandum. In particular, C&H notes that the GP's treatment of the concession renegotiation status and its reactivation assessment could benefit from additional quantitative detail, and that several upcoming deadlines — most critically the October 31, 2023 expiration of the debt commitment letter — warrant proactive engagement by Ironside with the GP and its counsel. Our specific recommendations for follow-up actions are set forth in Sections XI and XII below.
II. Compliance with Reporting Requirements
A. Timeliness.  Section 7.04(b) of the LP Agreement requires the GP to deliver a written quarterly status report to each limited partner within fifteen (15) business days after the end of each calendar quarter during any period in which a Material Impediment Event is in effect and the Vehicle is in a dormancy period (as defined in LP Agreement §1.01). This obligation runs continuously until such time as the Material Impediment Event is cured, the Vehicle is reactivated, or the Vehicle is wound down in accordance with LP Agreement §8.02.
The second calendar quarter of 2023 ended on June 30, 2023, which was a Friday. Counting fifteen (15) business days from and including July 3, 2023 (the next business day, as July 1 and July 2 were a Saturday and Sunday, respectively, and July 4, 2023 was the Independence Day federal holiday), the reporting deadline fell on approximately July 21, 2023. The Q2 Report was delivered by the GP to Ironside via email and overnight courier on July 10, 2023 — nine (9) business days before the expiration of the prescribed period. This delivery was timely and consistent with the GP's prior practice: the Q1 2023 report covering the period January 1, 2023 through March 31, 2023 was delivered on April 14, 2023, which was similarly within the prescribed fifteen-business-day window.
C&H has no timeliness concerns with respect to the Q2 Report.
B. Content Completeness
Section 4 of the Side Letter, negotiated by Ironside as a condition to its commitment to the Vehicle, imposes enhanced content requirements on the quarterly status reports delivered during any dormancy period. Specifically, each quarterly report must include the following six enumerated elements:
(i) a summary of the current status of the Material Impediment Event, including a description of any developments during the applicable quarter that bear on the resolution or continuation of such event;
(ii) updates on the status of all regulatory approvals required for the consummation of the acquisition of Cascadia, including any filings made, approvals received, or proceedings commenced or concluded during the applicable quarter;
(iii) updates on the Equity Purchase Agreement and any amendments, waivers, or modifications thereto executed during the applicable quarter;
(iv) a financial summary of the Vehicle, including its capital position, unfunded commitments, and any changes in capitalization during the applicable quarter;
(v) a summary of Vehicle operating expenses incurred during the applicable quarter, including identification of specific expense categories and amounts; and
(vi) the GP's assessment of the prospects for reactivation of the Vehicle and the underlying transaction, or, in the alternative, the GP's recommendation regarding wind-down of the Vehicle.
C&H has reviewed the Q2 Report against each of these six required content elements. Each element is addressed in the Q2 Report in some fashion. The report is organized in a manner that tracks these requirements, with separate sections devoted to the Material Impediment Event status (Section 2 of the Q2 Report), regulatory updates (Section 3), EPA developments (Section 4), financial summary (Section 5), operating expenses (Section 6), and the GP's reactivation assessment (Section 7).
However, as discussed in greater detail in Sections III through IX below, C&H notes that the treatment of certain items in the Q2 Report could be more detailed and informative, particularly with respect to: (a) the concession renegotiation status, where the Q2 Report provides only narrative descriptions of meetings held without quantitative analysis of potential outcomes; and (b) the GP's reactivation assessment, which is qualitative in nature and does not address several key reactivation prerequisites or provide a timeline or probability framework. These observations are not, in C&H's view, material compliance deficiencies, but they do represent areas where Ironside could benefit from requesting supplemental information from the GP.
III. Status of Material Impediment Event
The GP confirms in the Q2 Report that the Material Impediment Event declared on January 9, 2023 remains in effect as of the end of Q2 2023. As discussed in prior C&H memoranda, the basis for the Material Impediment Event declaration was the Portland Metropolitan Water District's October 28, 2022 notice of intent to renegotiate the 40-year Bull Run Filtration Project concession agreement. The concession was originally executed in approximately 2018 and generates annual revenue of approximately $64 million to Cascadia. The Water District's renegotiation notice cited changed regulatory requirements under Oregon Senate Bill 1567 (2022), which imposed new water-quality treatment and filtration standards applicable to public water systems serving populations in excess of 100,000.
The Q2 Report states that Cascadia's management team — specifically, CEO Jonathan M. Weir and CFO Sandra K. Llewellyn — and representatives of the Portland Metropolitan Water District have continued negotiations during Q2 2023. The report notes that meetings were held in April and June 2023, but provides limited detail regarding the substance of those discussions. The Q2 Report does not indicate that any framework agreement, term sheet, or agreement in principle has been reached, nor does it provide a timeline for anticipated resolution.
The GP's characterization of the status of negotiations is consistent with C&H's understanding based on Ironside's prior communications with Meridian's investment team. However, C&H observes that the Q2 Report does not attempt to quantify the potential impact of revised concession terms on Cascadia's projected revenue or EBITDA. This omission is notable for several reasons. The Bull Run Filtration Project concession represents approximately $64 million in annual revenue, which constitutes roughly 13.1% of Cascadia's consolidated fiscal year 2021 revenue of approximately $487 million (the most recent full fiscal year for which audited financials were included in the acquisition data room). To the extent that renegotiation results in a material reduction in the concession's economics — whether through reduced availability payments, increased capital expenditure obligations borne by Cascadia, or shortened concession terms — such changes could materially affect the enterprise valuation of $1.95 billion that underpins the co-investment thesis. At that valuation, the implied EV/EBITDA multiple is approximately 14.1x based on Cascadia's FY 2021 adjusted EBITDA of approximately $138 million. A downward revision to Cascadia's EBITDA resulting from impaired concession economics would compress the return profile for the co-investment and potentially call into question whether the acquisition should proceed at the agreed-upon pricing.
Recommendation: C&H recommends that Ironside request that future quarterly reports from the GP include a quantitative assessment of concession renegotiation scenarios and their impact on Cascadia's target valuation. Specifically, the GP should be asked to provide sensitivity analyses reflecting potential changes to the Bull Run concession's annual revenue contribution, capital expenditure requirements, and remaining term, along with the resulting impact on Cascadia's consolidated EBITDA and the implied enterprise value under the EPA pricing framework. This information is essential to Ironside's ability to evaluate the continued viability of the co-investment and to make informed decisions regarding its rights under the LP Agreement, including its eventual wind-down election right under §7.04(c).
IV. Equity Purchase Agreement — Third Amendment
A. Extension of Outside Date
The Q2 Report confirms that the Third Amendment to the Equity Purchase Agreement was executed on June 28, 2023, two days before the then-current outside date of June 30, 2023 would have expired. The Third Amendment extends the outside date from June 30, 2023 to December 31, 2023, thereby preserving the EPA and the transaction structure through the end of calendar year 2023.
For context, this is the third extension of the EPA's outside date since the agreement was originally executed:
•  Original EPA: The Equity Purchase Agreement was executed with an original outside date of December 31, 2022, reflecting the parties' initial expectation that the acquisition of Cascadia would close before year-end 2022.
•  First Amendment (November 22, 2022): Executed following the Portland Metropolitan Water District's October 28, 2022 renegotiation notice, extending the outside date from December 31, 2022 to March 31, 2023, to provide time to assess the implications of the concession renegotiation.
•  Second Amendment (March 15, 2023): Executed approximately two weeks before the March 31, 2023 outside date, extending the outside date to June 30, 2023, as the Material Impediment Event remained unresolved.
•  Third Amendment (June 28, 2023): As described above, extending the outside date to December 31, 2023.
All parties to the EPA executed the Third Amendment. The parties include: (a) the Selling Shareholders, comprised of Timberline Growth Equity Fund III, LP (holding approximately 62% of Cascadia's equity), the Weir Family Trust (holding approximately 18%), and the Management Rollover Pool (holding approximately 20%); (b) Cascadia Renewables Holdings, Inc., the target company; and (c) Cascadia Acquisition Corp., the special purpose acquisition vehicle through which Fund IV and the Vehicle are structured to acquire Cascadia's equity.
C&H has reviewed the Third Amendment in connection with a separate analysis provided in our memorandum of the same period (C&H Matter No. 1023-00001, Sub-File 3A-4). Based on that review, the Third Amendment is consistent with the prior two amendments in form and substance. The sole operative change effected by the Third Amendment is the extension of the outside date set forth in Section 10.01(b)(i) of the EPA from June 30, 2023 to December 31, 2023. No other substantive terms of the EPA — including the purchase price, representations and warranties, closing conditions, indemnification provisions, or other material terms — were modified by the Third Amendment. The representations and warranties of the parties set forth in the EPA were reaffirmed as of the date of the Third Amendment, and each party certified that no event had occurred that would constitute a breach of any representation or warranty or give rise to a failure of any closing condition (other than the conditions that by their nature are to be satisfied at closing).
B. Termination Rights
As of the new outside date of December 31, 2023, each party to the EPA retains the right to terminate the agreement if the closing has not occurred by such date, subject to the conditions and limitations set forth in EPA Article X. Specifically, under Section 10.01(b)(i), either the Selling Shareholders (acting jointly) or the Buyer may terminate the EPA by written notice to the other parties if the closing has not occurred on or before December 31, 2023, provided that the terminating party is not then in material breach of any of its obligations under the EPA that would have caused or contributed to the failure of the closing to occur.
C&H will continue to monitor the implications of the termination rights as the December 31, 2023 outside date approaches. In this regard, Ironside should be aware that this third extension likely represents the final extension that can be readily obtained from all EPA parties. Each successive extension requires the agreement of all parties, including the Selling Shareholders. As a practical matter, the Selling Shareholders — particularly Timberline Growth Equity Fund III, LP, which holds the majority position and is itself a private equity fund with its own fund lifecycle and limited partner reporting obligations — may become less willing to agree to further extensions absent clear evidence of transaction momentum toward closing. The Weir Family Trust and Management Rollover Pool may have similar concerns, particularly if the continued uncertainty surrounding the concession renegotiation erodes confidence in the likelihood of a successful transaction. Should the EPA terminate on December 31, 2023 without closing, the consequences for the Vehicle would need to be carefully assessed under LP Agreement §8.02 (wind-down provisions), including the return of unfunded capital commitments and the disposition of the Vehicle's assets (principally the called capital deployed to date).
V. Debt Commitment Letter — Extension
A. Extension Terms
The Q2 Report confirms that Atlas National Bank, N.A. ("Atlas"), acting in its capacity as lead arranger and administrative agent, and Pinnacle Credit Partners LLC ("Pinnacle"), acting as co-lender, have extended the expiration date of the debt commitment letter from its prior expiration date of April 30, 2023 to October 31, 2023. The prior expiration date of April 30, 2023 was itself an extension from the original expiration date, which was set at a date in early 2023 in connection with the original anticipated closing timeline.
The original debt commitment letter was dated August 30, 2022, and provides for the following credit facilities in connection with the acquisition of Cascadia:
•  Senior Secured Term Loan Facility: $975 million in aggregate principal amount, allocated between Atlas ($650 million) and Pinnacle ($325 million).
•  Revolving Credit Facility: $150 million in aggregate availability, provided solely by Atlas.
The total committed debt financing of $1.125 billion (term loan plus revolver) represents a significant component of the overall sources-and-uses framework for the acquisition, which totals approximately $2.025 billion.
In connection with the extension, an extension fee of 0.25% of the $975 million term loan commitment — equaling $2,437,500 — was paid by Meridian Infrastructure Partners Fund IV, LP ("Fund IV"). C&H notes that this fee was borne entirely by Fund IV and was not allocated to the co-investment Vehicle. This allocation is consistent with the GP's stated position that extension costs incurred during the dormancy period that are attributable to the sponsor's decision to pursue extensions of the transaction timeline are properly characterized as Fund IV-level expenses rather than Vehicle-level expenses. C&H concurs that this position is reasonable and consistent with the co-investment cost allocation framework set forth in LP Agreement §3.05(c), which provides that costs arising from the GP's or Fund IV's discretionary decisions during a dormancy period shall not be allocated to the Vehicle absent the LP's prior written consent.
B. Implications for Co-Invest Vehicle
The extension of the debt commitment letter preserves the financing condition under Section 7.03(a)(iii) of the EPA through October 31, 2023. However, the debt commitment letter now expires two months before the EPA's new outside date of December 31, 2023. This temporal gap creates a meaningful structural risk for the transaction and, by extension, for the Vehicle.
Specifically, if the debt commitment letter expires on October 31, 2023 without further extension, the financing condition under the EPA may become unsatisfied as of such date. An unsatisfied financing condition could have several consequences:
(a) It could give rise to a termination right in favor of the Selling Shareholders under EPA Article X, on the basis that the Buyer can no longer demonstrate the availability of committed financing sufficient to consummate the acquisition.
(b) It could require the equity sponsors — Fund IV and, indirectly, the Vehicle — to either obtain a replacement financing commitment from alternative lenders or negotiate a further extension of the existing commitment with Atlas and Pinnacle, potentially at additional cost and on revised terms reflecting then-prevailing credit market conditions.
(c) In the unlikely but theoretically possible scenario, the equity sponsors could seek to fund the acquisition on an all-equity basis. However, this is impractical given the magnitude of the term loan facility ($975 million) relative to the total sources and uses of $2.025 billion. An all-equity acquisition would require approximately $2.025 billion in equity capital, far exceeding the combined commitments of Fund IV and the Vehicle and fundamentally altering the return profile of the investment.
C&H intends to address the debt commitment gap and its implications in a separate, more detailed analysis in the coming weeks. In the interim, Ironside should proactively inquire with the GP and Meridian's investment team regarding their plans for addressing this gap, including whether discussions with Atlas and Pinnacle regarding a further commitment extension are underway, and whether alternative financing sources are being explored.
For further background on the debt commitment extension and the associated cost allocation analysis, C&H refers Ironside to our separate memorandum dated April 28, 2023 (C&H Matter No. 1023-00001, Sub-File 2C-2), which addresses these matters in detail.
VI. Regulatory Approvals Status
A. FERC §203 Approval
The Q2 Report notes that approval under Section 203 of the Federal Power Act was received from the Federal Energy Regulatory Commission ("FERC") on December 15, 2022, in Docket No. EC22-143-000. The FERC order authorized the proposed disposition and acquisition of jurisdictional facilities, subject to certain conditions, including the completion of license-transfer filings with respect to Cascadia's FERC-jurisdictional hydroelectric and transmission assets following the closing of the acquisition.
The FERC approval includes a standard 18-month lapse provision. Under this provision, absent either the consummation of the approved transaction or an extension granted by FERC staff, the authorization would automatically lapse approximately 18 months from the date of the order — i.e., on or about June 15, 2024. As of the end of Q2 2023, no license-transfer filings have been made because the transaction has not closed. The GP states in the Q2 Report that it intends to monitor the lapse timeline and will seek a FERC staff extension if necessary to preserve the authorization.
C&H Observation: The June 15, 2024 lapse date is now less than twelve months away. While FERC staff extensions of lapse provisions are routinely granted in the ordinary course, they are not automatic and require an affirmative filing demonstrating good cause for the delay. If the transaction does not close or the FERC approval is not extended before June 15, 2024, a new FERC §203 application would be required. A new filing would add both time (FERC's typical processing time for §203 applications is approximately 60–90 days for uncontested filings) and cost to any reactivation effort, and would be subject to review under then-prevailing regulatory conditions, which may differ from those in effect at the time of the original December 2022 order. Ironside should factor this lapse timeline into its overall assessment of reactivation feasibility and the associated costs of delay.
B. Oregon Public Utility Commission (OPUC)
The application for OPUC approval was filed on October 14, 2022, and is docketed as Docket No. UM-2287. The Q2 Report confirms that the proceedings before the OPUC remain stayed at the joint request of the parties to the transaction. The stay has been in effect since February 2023, when the GP and the other transaction parties filed a joint motion to stay proceedings pending resolution of the Material Impediment Event. The OPUC granted the joint motion without opposition.
No substantive proceedings occurred during Q2 2023. The stay is expected to continue until such time as the transaction parties jointly request reactivation of the proceeding, which would occur only if the Material Impediment Event is cured and the transaction is proceeding toward closing.
C&H Observation: The continued stay of the OPUC proceedings preserves the application without prejudice, which is favorable to the transaction parties. However, C&H notes that the OPUC has inherent authority to manage its docket and may, if the stay extends for a significantly prolonged period, require the parties to file a status update or show cause why the application should not be dismissed for lack of prosecution. While C&H is not aware of any specific OPUC precedent establishing a fixed time limit for stays of this nature, it would be prudent for the GP and its regulatory counsel to maintain periodic informal communication with OPUC staff to ensure that the stay remains in good standing and that no procedural risks arise from the extended period of inactivity.
C. CFIUS.  No further action is required with respect to the Committee on Foreign Investment in the United States ("CFIUS"). The GP and Cascadia Acquisition Corp. filed a voluntary notice with CFIUS, which was acknowledged on September 20, 2022. Clearance was effectively received through the notice process, and no foreign ownership, control, or influence concerns were identified. The Q2 Report appropriately notes this item as fully resolved, and C&H concurs. No ongoing CFIUS monitoring obligations apply to this transaction.
VII. Vehicle Financial Summary
A. Capital Position
The Q2 Report sets forth the Vehicle's capital position as of June 30, 2023, which remains unchanged from the prior quarter:
The single capital call of $22,500,000 was issued on August 15, 2022, representing 7.5% of total committed capital. No additional capital calls have been made during the dormancy period, which is consistent with the Capital Call Suspension Notice dated January 9, 2023 (issued concurrently with the Material Impediment Event declaration). Under LP Agreement §5.02(d), the GP is prohibited from issuing additional capital calls during a dormancy period except to fund Vehicle operating expenses if the working-capital reserve is insufficient, and only with not less than thirty (30) days' prior written notice to the LP.
No distributions of any kind — including return of capital, preferred return, or carried interest distributions — have been made by the Vehicle since inception.
B. Application of Called Capital (Unchanged from Prior Reports)
The $22,500,000 in called capital has been applied as follows, with no changes from the allocation reported in the Q1 2023 report:
C&H has reconciled the individual line items to the total called capital and confirms that the figures are internally consistent. The allocation is unchanged from the Vehicle's inception and prior quarterly reports, as no new expenditures from called capital (other than operating expenses drawn from the working-capital reserve, as discussed in Section VII.C below) have been incurred during the dormancy period.
C. Q2 2023 Operating Expenses
The Q2 Report itemizes the Vehicle's dormancy operating expenses for Q2 2023. Total operating expenses for the quarter were reported at approximately $46,000, which annualizes to approximately $184,000. This figure is consistent with C&H's independently estimated annualized dormancy operating expenses of approximately $185,000, based on our review of the Vehicle's cost structure and applicable service provider agreements.
The Q2 2023 operating expenses consist of the following principal components:
•  Fund administration fees: Paid to Kendrick Thorne & Associates LLP, the Vehicle's fund administrator, for quarterly NAV reporting, investor reporting coordination, and general fund accounting services during the dormancy period. These fees are payable pursuant to the Fund Administration Agreement dated August 1, 2022.
•  Registered agent fees: Paid to Cascade Systems for maintenance of the Vehicle's registered agent in the State of Delaware, as required under the Delaware Revised Uniform Limited Partnership Act.
•  Delaware franchise tax accrual: Pro rata quarterly accrual for the Vehicle's annual Delaware franchise tax obligation, calculated based on the Vehicle's authorized capital.
•  Audit and K-1 preparation fees: Pro rata allocation of fees payable to the Vehicle's independent auditor for annual audit and tax return preparation services, accrued ratably over the fiscal year.
These operating expenses are funded from the working-capital reserve of $3,500,000 established at the time of the initial capital call. At the current quarterly run rate of approximately $46,000 (annualized to approximately $184,000), C&H estimates that the working-capital reserve is sufficient to cover approximately 19 years of dormancy operating expenses. This is not a near-term concern. However, C&H will continue to monitor the operating expense run rate and working-capital reserve adequacy in connection with each quarterly report review.
D. Economic Terms (Unchanged)
The economic terms of the Vehicle remain unchanged from inception:
•  Management Fee: None. The Side Letter provides that no management fee shall be charged by the GP to the Vehicle, either during the investment period or during dormancy.
•  Carried Interest: Ten percent (10%) of net profits allocable to the GP above an eight percent (8%) preferred return to the LP, compounded quarterly. No carried interest has been earned or accrued, as the Vehicle has not generated any investment income or realized any gains.
•  Investment Income/Losses: No investment income or losses were recognized during Q2 2023. The Vehicle's assets consist solely of cash and the working-capital reserve, held in deposit accounts. The Q2 Report does not indicate any interest income earned on the deposit balances, which is consistent with the GP's prior practice of sweeping de minimis interest income against operating expenses.
VIII. R&W Insurance Policy Status
The Q2 Report confirms that the representations and warranties insurance policy issued by Northgate Specialty Insurance Co. (Policy No. NSW-RI-2022-09814) remains in tolled status pursuant to the Tolling Side Letter executed by Northgate and the insureds on January 20, 2023. The policy provides a coverage limit of $195 million, representing approximately 10% of the $1.95 billion enterprise value of Cascadia, and is intended to backstop certain of the Selling Shareholders' representations and warranties in the EPA in lieu of a traditional escrow or indemnity holdback.
The Tolling Side Letter, which C&H reviewed at the time of its execution (see C&H memorandum dated January 25, 2023, C&H Matter No. 1023-00001, Sub-File 2A-3), suspends the running of the coverage period under the R&W policy during the dormancy period of the co-investment Vehicle. The effect of the tolling is to preserve the policy's coverage period such that, if the transaction ultimately closes and the policy is activated, the coverage period would commence from the closing date rather than from the original policy inception date. The governing law of the R&W policy is the law of the State of Connecticut.
No claims have been made under the policy, and no circumstances giving rise to a potential claim have been reported to Northgate by any insured party. The premium deposit of $4,875,000, paid from the Vehicle's called capital at inception, remains on deposit with Northgate Specialty.
C&H Observation: While the tolling arrangement preserves the Vehicle's position with respect to the R&W policy in the near term, Ironside should understand that reactivation of the policy — i.e., the transition from tolled status to active coverage upon closing of the transaction — would be subject to Northgate's agreement and potentially supplemental underwriting. This is particularly the case if the concession renegotiation materially changes Cascadia's risk profile, financial condition, or asset base, or if a significant period of time has elapsed since the original underwriting was conducted (August–September 2022). R&W insurers routinely reserve the right to require updated diligence, bring-down representations, and potentially revised terms (including premium adjustments or coverage exclusions) when policies are activated after extended dormancy or tolling periods. Ironside should confirm, through appropriate channels, whether Northgate has been consulted regarding the conditions under which it would agree to reactivate the policy and whether any supplemental underwriting requirements have been communicated.
IX. GP's Assessment of Reactivation Prospects
The Q2 Report includes a section addressing the GP's assessment of the prospects for reactivation of the Vehicle and the underlying transaction, as required by Side Letter §4(vi). The GP states that it "continues to believe reactivation remains possible" if the Bull Run Filtration Project concession renegotiation is resolved on terms that do not materially impair the economics of the transaction. However, the GP does not provide a specific timeline for anticipated resolution, a probability assessment, or a framework for evaluating what would constitute terms that "do not materially impair" transaction economics.
The GP notes that Meridian's financial advisor, Blackthorn Advisory Group LLC, is actively monitoring market conditions and comparable infrastructure transaction multiples, and that Meridian's investment team is in regular communication with Cascadia's management regarding the progress of the concession renegotiation. The Q2 Report does not, however, describe the substance of these communications or indicate whether any preliminary financial analysis has been conducted regarding the impact of potential concession renegotiation outcomes on the transaction.
C&H Observation: The GP's reactivation assessment, while not technically deficient under the express terms of Side Letter §4(vi), is qualitative rather than quantitative and does not address several key reactivation prerequisites that would need to be satisfied before the transaction could move toward closing. These prerequisites include, at a minimum:
(a) Resolution of the Concession Renegotiation. The Material Impediment Event cannot be cured, and the Vehicle cannot be reactivated, until the Bull Run concession renegotiation is resolved on terms acceptable to the GP and the equity sponsors.
(b) Financing Availability. The current debt commitment letter expires on October 31, 2023. Reactivation of the transaction after that date would require either a further extension of the existing commitment or the procurement of replacement financing, potentially on different terms reflecting then-current credit market conditions, base rates, and lender appetite for infrastructure acquisition financing.
(c) FERC Approval Preservation. The FERC §203 approval is subject to an 18-month lapse provision expiring approximately June 15, 2024. If the transaction has not closed by that date and no extension has been obtained, a new FERC filing would be required.
(d) OPUC Proceedings Reactivation. The OPUC application in Docket No. UM-2287 would need to be reactivated from its current stayed status, and OPUC approval would need to be obtained, before closing could occur.
(e) Potential Transaction Repricing. Depending on the outcome of the concession renegotiation and changes in market conditions, the parties may need to renegotiate the purchase price or other economic terms of the EPA, which would require the consent of all parties including the Selling Shareholders.
Recommendation: C&H recommends that Ironside request that future quarterly reports from the GP include a more detailed reactivation roadmap, setting forth the key milestones and decision points that would need to be achieved before the transaction could proceed to closing. The roadmap should identify each reactivation prerequisite, the current status of each prerequisite, the GP's assessment of the timeline for achievement, and any interdependencies among the various prerequisites. This information would enable Ironside to make more informed decisions regarding its continued participation in the Vehicle and the exercise of its rights under the LP Agreement.
X. Dormancy Duration and Wind-Down Election Right
As of June 30, 2023, the dormancy period has been in effect for approximately five (5) months and twenty-one (21) days, measured from the GP's January 9, 2023 declaration of the Material Impediment Event and issuance of the Capital Call Suspension Notice.
Under Section 7.04(c) of the LP Agreement, Ironside, as the sole limited partner of the Vehicle, has the right to elect a wind-down of the Vehicle if the dormancy period exceeds eighteen (18) months. This right is exercisable by written notice from Ironside to the GP at any time after the 18-month period has elapsed, and is not subject to GP consent or approval. Upon exercise of the wind-down election right, the GP is obligated to commence wind-down proceedings in accordance with LP Agreement §8.02 within thirty (30) days of receipt of Ironside's notice.
The 18-month mark, calculated from January 9, 2023, will occur on or about July 9, 2024 — approximately twelve (12) months from the end of Q2 2023. No action is required from Ironside at this time with respect to the wind-down election right. However, C&H will continue to monitor the dormancy period duration in connection with each quarterly report review and will advise Ironside in advance of the 18-month trigger date regarding the process, implications, and strategic considerations associated with the potential exercise of the wind-down election right.
It is worth noting that the wind-down election right is independent of the EPA termination right and the debt commitment expiration. Even if the EPA remains in effect and financing is available, Ironside retains the right to elect wind-down of the Vehicle if it determines, in its sole discretion, that the continued dormancy is not in its interest. Conversely, the wind-down election right does not obligate Ironside to take any action — it may choose to continue to participate in the Vehicle beyond the 18-month mark if it believes reactivation remains a viable prospect. C&H will provide a detailed analysis of the wind-down election right and its implications, including the expected recovery of invested capital upon wind-down, in a separate memorandum to be delivered prior to the 18-month trigger date.
XI. Information Gaps and Follow-Up Items
Based on C&H's review of the Q2 Report, the following information gaps and follow-up items have been identified. C&H recommends that Ironside raise each of these items with the GP, through Breckenridge Sloane & Pratt LLP (Charles A. Delacroix), Meridian's fund counsel, in connection with its ongoing dialogue regarding the Vehicle and the underlying transaction:
1.  Concession Renegotiation Detail. Request that the GP provide quantitative scenarios for revised concession terms and their impact on Cascadia's revenue, EBITDA, and enterprise value. At minimum, the GP should be asked to model a base case, a downside case, and a severe downside case reflecting potential concession renegotiation outcomes, and to quantify the impact of each scenario on the co-investment's projected returns.
2.  Debt Commitment Gap. Inquire regarding the GP's and Meridian's plans for addressing the gap between the debt commitment letter expiration date (October 31, 2023) and the EPA outside date (December 31, 2023). Specifically, Ironside should ask whether discussions with Atlas National Bank, N.A. and Pinnacle Credit Partners LLC regarding a further commitment extension are underway, and if so, what terms (including any additional extension fees) are being discussed. Ironside should also inquire whether alternative financing sources are being explored in the event that the existing lenders are unwilling to extend further.
3.  FERC Lapse Timeline. Confirm the GP's plan for seeking a FERC staff extension of the §203 approval in Docket No. EC22-143-000 before the approximately June 15, 2024 lapse date. Ironside should request information regarding the timeline for filing the extension request, the basis on which the extension would be sought, and any costs associated with the extension process.
4.  OPUC Stay Status. Confirm that the OPUC has not indicated any concerns regarding the continued stay of proceedings in Docket No. UM-2287, and that there is no risk of the application being dismissed for lack of prosecution or administrative inactivity. The GP should be asked whether its regulatory counsel has had any informal communications with OPUC staff regarding the status of the docket.
5.  R&W Insurance Reactivation. Confirm whether Northgate Specialty Insurance Co. has been consulted regarding the conditions under which the R&W policy (Policy No. NSW-RI-2022-09814) would be reactivated from tolled status, including whether supplemental underwriting would be required, whether the premium deposit would be credited against any revised premium, and whether any coverage exclusions or modifications would be imposed in connection with reactivation.
C&H is available to assist Ironside in drafting the appropriate correspondence to Meridian's counsel requesting this information, and to review any responses received.
XII. Conclusion and Recommendation
Based on C&H's review, the Q2 Report is in material compliance with the reporting requirements set forth in LP Agreement §7.04(b) and Side Letter §4. The Q2 Report was timely delivered — nine business days before the applicable deadline — and addresses each of the six required content elements specified in Side Letter §4. While C&H has identified certain areas where the GP's reporting could be more detailed and informative, particularly with respect to the quantitative dimensions of the concession renegotiation and the reactivation assessment, these observations do not rise to the level of material compliance deficiencies.
The key risk areas for Ironside as of the end of Q2 2023 continue to be:
(i) Unresolved Concession Renegotiation. The Bull Run Filtration Project concession renegotiation remains the underlying cause of the Material Impediment Event and the primary obstacle to transaction reactivation. The lack of a framework agreement or term sheet, after approximately eight months of negotiations, introduces uncertainty regarding both the timeline for resolution and the ultimate impact on Cascadia's economics and the co-investment thesis.
(ii) Approaching Debt Commitment Expiration. The Atlas/Pinnacle debt commitment letter expires on October 31, 2023, two months before the EPA outside date of December 31, 2023. This gap creates a structural financing risk that could jeopardize the transaction's viability even if the concession renegotiation is resolved. Ironside should prioritize obtaining clarity from the GP regarding plans to address this gap.
(iii) Medium-Term FERC Approval Lapse Risk. The FERC §203 approval in Docket No. EC22-143-000 is subject to an 18-month lapse provision expiring approximately June 15, 2024. While this date is approximately eleven months away, the lead time required to file an extension request and the potential consequences of a lapse (necessitating a new §203 application) warrant early attention.
Recommendations:
C&H recommends the following actions:
1.  Ironside should transmit the information requests identified in Section XI above to Meridian Infrastructure GP IV LLC, through its fund counsel at Breckenridge Sloane & Pratt LLP (contact: Charles A. Delacroix, Partner), at Ironside's earliest convenience. C&H is available to assist in drafting the appropriate correspondence.
2.  C&H should continue to review each quarterly status report delivered by the GP during the dormancy period, and to provide Ironside with a written analysis of each such report, identifying compliance issues, information gaps, and risk factors.
3.  C&H will continue to monitor the dormancy period duration and will advise Ironside as the eighteen-month wind-down election right trigger (approximately July 9, 2024) approaches. C&H will prepare a detailed memorandum analyzing the wind-down election right and its implications in advance of that date.
4.  C&H will prepare a separate analysis of the debt commitment gap issue (October 31, 2023 expiration versus December 31, 2023 EPA outside date) and its implications for the financing condition under the EPA, to be delivered to Ironside within the next thirty days.
C&H is available to discuss this memorandum and its recommendations with Ironside's investment team at Ironside's convenience. Please do not hesitate to contact Theresa Kim (direct: 212-558-4912; tkim@calderwoodharkness.com) or Pamela Cross (direct: 212-558-3740; pcross@calderwoodharkness.com) with any questions.
•    
Prepared by:
________________________________________
Theresa Kim Lead Associate Funds & Asset Management Practice Group Calderwood & Harkness LLP
Reviewed by:
________________________________________
Pamela Cross Responsible Partner Funds & Asset Management Practice Group Calderwood & Harkness LLP
cc (internal): Nicholas Stern, Billing Partner, Calderwood & Harkness LLP Owen Fischer, Working Associate, Calderwood & Harkness LLP (internal file copy)
Distribution: This memorandum is privileged and confidential, prepared at the direction of and for the exclusive use of Ironside Capital Management LP. It constitutes attorney-client communication and attorney work product protected from disclosure under applicable law. It should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP. Any unauthorized distribution, copying, or use of this memorandum is strictly prohibited.
Item | Amount | Percentage
Total Committed Capital | $300,000,000 | 100.00%
GP Commitment (Meridian Infrastructure GP IV LLC) | $30,000 | 0.01%
LP Commitment (Ironside Capital Management LP) | $299,970,000 | 99.99%
Capital Called to Date | $22,500,000 | 7.50%
Unfunded Commitment | $277,500,000 | 92.50%
Expense Category | Amount
Organizational expenses | $285,000
Placement-agent fee (Rivermark Capital Markets Inc.) (0.35% × $300,000,000) | $1,050,000
R&W insurance premium deposit (Northgate Specialty Insurance Co., Policy No. NSW-RI-2022-09814) (2.5% × $195,000,000 coverage limit) | $4,875,000
Due-diligence costs and deposits | $12,790,000
Working-capital reserve | $3,500,000
Total | $22,500,000

MEMORANDUM

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

Record

Parties

Dates

Amounts