1023-00001 · Ironside Capital Management LP · Engagement

conflicts-check-memo.docx DOCUMENT Funds

30 / 75 ← → ✕

MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It is prepared in anticipation of the provision of legal services and contains the mental impressions, conclusions, and legal analysis of attorneys at Calderwood & Harkness LLP. Do not distribute outside the firm without express authorization from the Responsible Partner.

To: Pamela Cross, Responsible Partner, Funds & Asset Management

From: Owen Fischer, Associate, Funds & Asset Management

Date: July 14, 2022

Re: Conflicts Clearance — Proposed Representation of Ironside Capital Management LP in Connection with Co-Investment Vehicle Formation and Cascadia Renewables Acquisition

Matter Number: 1023-00001

Right-click to update Table of Contents

I. Purpose and Summary of Conclusions

This memorandum documents the results of the comprehensive conflicts check conducted by the undersigned in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Ironside Capital Management LP ("Ironside" or "ICM"), a Delaware limited partnership headquartered at 590 Madison Avenue, 38th Floor, New York, NY 10022. Ironside was founded in 2009 and is a registered investment adviser with the U.S. Securities and Exchange Commission (the "SEC"). Ironside currently has approximately $14.8 billion in assets under management ("AUM") deployed across equity long/short, credit, and infrastructure strategies. The infrastructure strategy was launched in 2019 and currently manages approximately $3.2 billion in infrastructure-related assets across three dedicated vehicles.

The scope of the proposed representation encompasses the formation, structuring, governance, and ongoing legal advisory services relating to a co-investment vehicle (to be formed as a Delaware limited partnership, name to be determined) organized to participate alongside Meridian Infrastructure Partners Fund IV, LP ("Fund IV") in the acquisition of 100% of the outstanding equity interests of Cascadia Renewables Holdings, Inc. ("Cascadia"), a Pacific Northwest-based renewable-energy and water-infrastructure platform. The co-investment vehicle will be managed by Meridian Infrastructure GP IV LLC, which will serve as its general partner. Ironside is expected to commit approximately $300 million to the co-investment vehicle, representing the entirety of the limited partner capital commitment in the vehicle. The target enterprise value for the Cascadia acquisition is approximately $1.95 billion.

The proposed engagement was initiated following preliminary discussions between Marcus J. Calloway, Founder and Chief Investment Officer of Ironside, and Renata Obasi, Senior Managing Director, Infrastructure, of Ironside, with the Firm's Funds & Asset Management practice group. Engagement materials, including a term sheet, a preliminary draft of the co-investment side letter, and background due diligence materials on the transaction, were received by the Firm on July 11, 2022.

Summary of Conclusions: Based on the comprehensive conflicts search described herein, no disqualifying conflicts have been identified that would preclude Calderwood & Harkness LLP from accepting the proposed engagement. Two informational matters have been flagged for disclosure and waiver consideration, as detailed in Section VI of this memorandum. Both matters are addressed in the proposed engagement letter dated July 14, 2022. Accordingly, the engagement may proceed subject to the Responsible Partner's final approval.

This memorandum has been reviewed by Pamela Cross (Responsible Partner) and Nicholas Stern (Billing Partner).

II. Methodology

The conflicts search was conducted in accordance with Calderwood & Harkness LLP's Conflicts Clearance Policy and Procedures Manual (revised January 2022) and the applicable requirements of the New York Rules of Professional Conduct, including Rules 1.7 (Conflict of Interest: Current Clients), 1.8 (Current Clients: Specific Conflicts Rules), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest).

The following steps were undertaken:

1. Firm-Wide Electronic Conflicts Database Query. The Firm's centralized electronic conflicts database (Ridgeway Health IT, Version 6.4) was queried against all parties, principals, known affiliates, and related entities identified in the preliminary engagement materials received from Marcus J. Calloway and Renata Obasi of Ironside. The database contains records of all current and former client relationships, adverse party designations, and associated entities dating back to the Firm's founding. Search parameters included exact name matches, partial name matches, phonetic variations, and known abbreviations, as further detailed in Appendix A.

2. New Business Intake System Review. The Firm's New Business Intake ("NBI") system was reviewed to identify any pending engagement requests, recently opened matters, or recently declined matters involving any of the searched parties. This review captures matters that may not yet be fully reflected in the conflicts database due to processing lag.

3. Active and Closed Matter Lists. Active and closed matter lists for all relevant practice groups were reviewed, including Funds & Asset Management, Mergers & Acquisitions, Finance, Tax, Real Estate, Environmental, and Regulatory/Government Affairs. This review was conducted to identify any representations that may not have been captured by the electronic database queries due to variations in party name entry or coding.

4. Principal and Individual Searches. Searches were conducted against the names of all known principals and key individuals associated with each party, as enumerated in Section III below. Individual searches were run to capture any personal representations, estate planning engagements, or other matters involving these individuals in their personal capacities.

5. Practice Group Leader Consultations. Informal consultations were conducted with the practice group leaders of the Finance and Real Estate groups to confirm whether any pending or recently completed matters involved any of the searched parties, particularly Atlas National Bank, N.A. and Meridian Infrastructure Partners LP, given the Firm's active lending and infrastructure practices.

All searches were conducted on July 13 and July 14, 2022. The search parameters, search terms, and detailed results are set forth in Appendix A to this memorandum.

III. Parties and Related Entities Searched

The following parties, affiliates, principals, and related entities were identified from the preliminary engagement materials and searched against the Firm's conflicts systems. Each party is described below with its role in the proposed transaction.

A. Client — Ironside Capital Management LP

• Full Legal Name: Ironside Capital Management LP

• Entity Type: Delaware limited partnership

• Headquarters: 590 Madison Avenue, 38th Floor, New York, NY 10022

• Date of Formation: 2009

• Registration: Registered investment adviser with the SEC (CRD No. 153287)

• AUM: Approximately $14.8 billion firm-wide; infrastructure strategy launched in 2019, currently managing approximately $3.2 billion in infrastructure-related assets across three dedicated vehicles

• Principals Searched:

• Marcus J. Calloway — Founder and Chief Investment Officer

• Renata Obasi — Senior Managing Director, Infrastructure

• Known Affiliates Searched:

• Ironside Capital Management GP LLC (Delaware LLC; general partner of ICM)

• Ironside Capital Holdings LLC (Delaware LLC; holding company)

• Ironside Infrastructure Fund I, LP (Delaware LP; 2019 vintage)

• Ironside Infrastructure Fund II, LP (Delaware LP; 2021 vintage)

• Ironside Infrastructure Co-Invest I, LP (Delaware LP)

• Ironside Credit Opportunities Fund, LP (Delaware LP)

• Ironside Equity Partners Fund, LP (Delaware LP)

• Ironside Capital Management (UK) LLP (England and Wales limited liability partnership; London-based advisory affiliate)

B. Sponsor / Lead Investor — Meridian Infrastructure Partners LP

• Full Legal Name: Meridian Infrastructure Partners LP

• Entity Type: Delaware limited partnership

• Headquarters: 200 Clarendon Street, Suite 4200, Boston, MA 02116

• AUM: Approximately $22.5 billion across all funds and vehicles

• Principals Searched:

• David R. Hargreaves — Managing Partner and Co-Founder

• Lillian Fong — Partner, Portfolio

• Graham Whitfield — Partner, Operations

• Related Entities Searched:

• Meridian Infrastructure Partners Fund IV, LP ("Fund IV") — a $6.2 billion infrastructure fund, vintage 2021; the vehicle through which Meridian will make its primary investment in Cascadia alongside the co-investment vehicle

• Meridian Infrastructure GP IV LLC — a Delaware limited liability company serving as the general partner of Fund IV and proposed general partner of the co-investment vehicle

• Meridian Infrastructure Partners Fund III, LP (Delaware LP; 2018 vintage)

• Meridian Infrastructure Partners Fund II, LP (Delaware LP; 2015 vintage)

• Meridian Infrastructure Partners Fund I, LP (Delaware LP; 2012 vintage)

• Meridian Infrastructure Management LLC (Delaware LLC; management company)

• Meridian Infrastructure Advisors LLC (Delaware LLC; advisory entity)

• Meridian Real Assets GP LLC (Delaware LLC)

It is noted that Meridian is not a client of the Firm in this engagement. Calderwood & Harkness LLP represents Ironside in its capacity as limited partner and co-investor. Meridian and its affiliates are represented by Breckenridge Sloane & Pratt LLP.

C. Target Company — Cascadia Renewables Holdings, Inc.

• Full Legal Name: Cascadia Renewables Holdings, Inc.

• Entity Type: Oregon corporation

• Headquarters: 1100 SW Sixth Avenue, Suite 1800, Portland, OR 97204

• Date of Incorporation: 2003

• Principals Searched:

• Jonathan M. Weir — Chief Executive Officer

• Sandra K. Llewellyn — Chief Financial Officer

• Business Description: Cascadia owns and operates a diversified portfolio of renewable-energy and water-infrastructure assets across the Pacific Northwest, including 14 hydroelectric facilities, 6 wind farms, and 3 water-treatment concessions located across Oregon, Washington, and Idaho. The company's revenue base is supported by long-term power purchase agreements ("PPAs") with investment-grade utility counterparties and municipal water-service contracts, with a weighted-average remaining contract life of approximately 22 years.

• Financial Summary (Fiscal Year Ended December 31, 2021):

• Revenue: $487 million

• EBITDA: $138 million

• Total Assets: approximately $1.6 billion

• Known Subsidiaries and Operating Entities Searched:

• Cascadia Hydro Operations LLC (Oregon LLC)

• Cascadia Wind Holdings LLC (Oregon LLC)

• Columbia Gorge Wind Farm LLC (Oregon LLC)

• Willamette Water Services Inc. (Oregon corporation)

• Pacific Ridge Renewables LLC (Washington LLC)

• Clearwater Basin Power LLC (Idaho LLC)

• Cascadia Transmission LLC (Oregon LLC)

• Cascadia O&M Services Inc. (Oregon corporation)

Cascadia is the target of the acquisition and is not a client of the Firm in this engagement. Cascadia is represented by Ridgeway, Ashford & Malone PC.

D. Selling Shareholders

1. Timberline Growth Equity Fund III, LP.

• Entity Type: Delaware limited partnership (growth equity fund)

• Ownership Interest: Approximately 62% of Cascadia equity

• General Partner: Timberline Growth Partners LLC (Delaware LLC)

• Managing Partner: Hugh Callister

• Address: 900 SW Fifth Avenue, Suite 2600, Portland, OR 97204

• Legal Counsel: Garvey Lennox LLP

2. Weir Family Trust.

• Ownership Interest: Approximately 18% of Cascadia equity

• Trustee: Jonathan M. Weir (also CEO of Cascadia)

• Legal Counsel: Ridgeway, Ashford & Malone PC (shared with Cascadia)

3. Management Rollover Pool.

• Ownership Interest: Approximately 20% of Cascadia equity, held by approximately 25 members of Cascadia's management team

• Expected Treatment: Approximately 50% rollover (representing approximately 10% of total equity) into the post-acquisition ownership structure; the remaining 50% of management equity (approximately 10% of total equity) will be cashed out at closing

• Legal Counsel: Ridgeway, Ashford & Malone PC (in coordination with individual counsel, if applicable)

E. Counterparty and Other Counsel (Known at Engagement Opening)

• Breckenridge Sloane & Pratt LLP ("BSP") — Counsel to Meridian Infrastructure Partners LP and Meridian Infrastructure GP IV LLC; lead partner: Charles A. Delacroix (Boston office); address: One Federal Street, Suite 3600, Boston, MA 02110

• Ridgeway, Ashford & Malone PC ("RAM") — Counsel to Cascadia Renewables Holdings, Inc. and the Selling Shareholders (other than Timberline); lead partner: Nina R. Castellano (Portland office); address: 1000 SW Broadway, Suite 1600, Portland, OR 97205

• Garvey Lennox LLP ("GL") — Counsel to Timberline Growth Equity Fund III, LP and Timberline Growth Partners LLC; lead partner: Steven F. Yun; address: 111 SW Columbia Street, Suite 1100, Portland, OR 97201

F. Financing Sources (Known or Anticipated)

• Atlas National Bank, N.A. — Anticipated lead arranger and administrative agent for the senior secured credit facility supporting the acquisition; address: 383 Madison Avenue, New York, NY 10179

• Pinnacle Credit Partners LLC — Anticipated co-lender and syndication participant in the senior secured credit facility; address: 600 Lexington Avenue, 20th Floor, New York, NY 10022

G. Placement Agent

• Rivermark Capital Markets Inc. — Placement agent retained by Ironside for the co-investment vehicle, responsible for investor communications and subscription documentation support; address: 745 Fifth Avenue, Suite 1400, New York, NY 10151

H. Insurance Carriers (Known or Anticipated)

• Northgate Specialty Insurance Co. — Anticipated underwriter of representations and warranties insurance ("R&W Insurance") policy in connection with the acquisition; domiciled in Connecticut

• Sentinel Directors & Officers Underwriters Inc. — Anticipated carrier for D&O tail policy for pre-closing Cascadia directors and officers; address: 101 Park Avenue, Suite 3200, New York, NY 10178

I. Advisors and Consultants

• Blackthorn Advisory Group LLC — Financial advisor retained by Meridian in connection with the Cascadia acquisition; address: 399 Park Avenue, 14th Floor, New York, NY 10022

• Halstead & Greer LLP — Independent auditor and tax advisor to Cascadia; address: 200 Market Street, Suite 1500, Portland, OR 97201

• Kendrick Thorne & Associates LLP — Anticipated fund administrator and tax preparer for the co-investment vehicle; address: One Liberty Plaza, Suite 4100, New York, NY 10006

• Clearwater Environmental Consulting Inc. — Retained to conduct Phase I and Phase II environmental site assessments of Cascadia's operating facilities; address: 4800 Meadows Road, Suite 300, Lake Oswego, OR 97035

J. Regulatory Bodies (Not Subject to Conflicts Check but Noted for Completeness)

The following regulatory bodies are expected to have jurisdiction over one or more aspects of the proposed transaction. These agencies are not subject to the Firm's standard conflicts check but are noted here for completeness and to facilitate supplemental screening should the Firm become involved in regulatory advocacy in connection with this matter.

• Oregon Public Utility Commission ("OPUC") — Regulatory authority over Cascadia's Oregon-based utility operations

• Federal Energy Regulatory Commission ("FERC") — Federal authority over wholesale power sales and hydroelectric licensing; Federal Power Act §203 approval anticipated for transfer of control of FERC-jurisdictional assets

• Committee on Foreign Investment in the United States ("CFIUS") — Voluntary CFIUS notice anticipated given the infrastructure nature of the assets; no foreign ownership component has been identified, but Ironside's limited partner base may include foreign investors triggering a precautionary filing

• U.S. Securities and Exchange Commission ("SEC") — Ongoing regulatory oversight of Ironside as a registered investment adviser

IV. Conflicts Search Results — Detailed Findings

The following section sets forth the detailed results of the conflicts search conducted for each party, affiliate, and principal identified in Section III. For each entry, the results of the prior representation search, adverse representation search, and current conflict analysis are reported.

A. Ironside Capital Management LP and Affiliates

Prior Representations: The conflicts database returned no prior representations of Ironside Capital Management LP or any of its affiliated entities by Calderwood & Harkness LLP. No matters were identified in the active matter list, the closed matter list, or the New Business Intake system involving Ironside or any variation of its name. A search for Marcus J. Calloway and Renata Obasi returned no results indicating any prior engagement of the Firm by either individual in a personal or professional capacity. The Firm has not previously represented Ironside in any fund formation, regulatory, transactional, or advisory capacity.

Adverse Representations: The search confirmed that Calderwood & Harkness LLP has never represented any party in a matter adverse to Ironside Capital Management LP or any of its affiliates. No litigation, arbitration, regulatory, or transactional matters were identified in which any C&H client took a position adverse to Ironside.

Conclusion: No conflict identified. Ironside is a new client relationship for the Firm.

B. Meridian Infrastructure Partners LP and Affiliates (Including GP IV LLC and Fund IV)

Prior Representations: The conflicts database returned two historical results for Meridian Infrastructure Partners LP. First, in 2017, the Firm's Tax practice group provided a limited tax opinion to Meridian Infrastructure Partners Fund II, LP in connection with an internal restructuring of a portfolio holding (Matter No. 1023-00001; lead partner: Catherine Hwang; matter closed January 2018). Second, in 2019, the Firm's Real Estate group represented Meridian Infrastructure Partners Fund III, LP in the acquisition of a toll-road concession in Virginia (Matter No. 1023-00001; lead partner: Gregory Fontaine; matter closed September 2019). Both representations were completed and the matters are closed. Neither involved Meridian Infrastructure Partners Fund IV, LP, Meridian Infrastructure GP IV LLC, or any of the principals identified in this engagement. No currently active matters were identified for any Meridian entity.

Adverse Representations: The search confirmed that Calderwood & Harkness LLP does not currently represent, and has not previously represented, any party in a matter adverse to Meridian Infrastructure Partners LP, Meridian Infrastructure GP IV LLC, Fund IV, or any of the other Meridian affiliates searched. No pending or closed adversarial matters were identified.

Analysis of Potential Issue: It is noted that in the proposed engagement, C&H will represent Ironside as the limited partner (holding a 99.99% economic interest) in a co-investment vehicle in which Meridian Infrastructure GP IV LLC will serve as the general partner (holding a 0.01% economic interest with a $30,000 capital commitment) and will exercise control over capital calls, distributions, investment decisions, and the day-to-day management of the vehicle. Although Ironside and Meridian GP IV LLC are currently aligned in their desire to consummate the Cascadia acquisition, the LP/GP relationship inherently carries the potential for future divergence of interests. Such divergence could arise in connection with, among other things, disputes over the timing or amount of capital calls, the calculation or distribution of carried interest, the exercise of dormancy or wind-down provisions, follow-on investment decisions, or conflicts of interest between the co-investment vehicle and Fund IV. This structural dynamic does not give rise to a current conflict under Rule 1.7 of the New York Rules of Professional Conduct, as C&H does not represent and will not represent Meridian GP IV LLC or any Meridian entity in this engagement. However, the matter is flagged as an informational item warranting disclosure to Ironside and ongoing monitoring. This matter is further discussed in Section VI.A below.

Current Representations: No current active matters for Meridian or against Meridian were identified.

Conclusion: No disqualifying conflict. Informational matter noted and addressed in Section VI.A.

C. Cascadia Renewables Holdings, Inc.

Prior Representations: The conflicts database returned no prior representations of Cascadia Renewables Holdings, Inc. or any of its known subsidiaries or operating entities by Calderwood & Harkness LLP. No matters were identified involving Cascadia Hydro Operations LLC, Cascadia Wind Holdings LLC, Columbia Gorge Wind Farm LLC, Willamette Water Services Inc., Pacific Ridge Renewables LLC, Clearwater Basin Power LLC, Cascadia Transmission LLC, or Cascadia O&M Services Inc. Searches for Jonathan M. Weir and Sandra K. Llewellyn in their individual capacities returned no results.

Adverse Representations: The search confirmed that Calderwood & Harkness LLP has never represented any party in a matter adverse to Cascadia or any of its subsidiaries. No litigation, regulatory, or transactional matters were identified involving adversity to Cascadia.

Role in Transaction: Cascadia is the target of the proposed acquisition. C&H will not represent Cascadia in any capacity. Cascadia is separately represented by Ridgeway, Ashford & Malone PC (lead partner: Nina R. Castellano).

Conclusion: No conflict identified.

D. Timberline Growth Equity Fund III, LP / Timberline Growth Partners LLC

Prior Representations: The conflicts database returned no prior representations of Timberline Growth Equity Fund III, LP, Timberline Growth Partners LLC, or any related Timberline entity by Calderwood & Harkness LLP. A search for Hugh Callister, Managing Partner of Timberline Growth Partners LLC, returned no results indicating any prior engagement of the Firm by Mr. Callister in a personal or professional capacity.

Adverse Representations: The search confirmed that Calderwood & Harkness LLP has never represented any party in a matter adverse to Timberline or its affiliates.

Role in Transaction: Timberline Growth Equity Fund III, LP is the majority selling shareholder, holding approximately 62% of Cascadia's equity. Timberline is expected to sell its entire interest at closing. Timberline is separately represented by Garvey Lennox LLP (lead partner: Steven F. Yun).

Conclusion: No conflict identified.

E. Weir Family Trust / Jonathan M. Weir

Prior Representations: The conflicts database returned no prior representations of the Weir Family Trust or Jonathan M. Weir by Calderwood & Harkness LLP in any capacity. No estate planning, trust, personal, or corporate matters were identified involving Mr. Weir or any trust bearing his name.

Adverse Representations: No adverse representations were identified.

Conclusion: No conflict identified.

F. Breckenridge Sloane & Pratt LLP

Note: Breckenridge Sloane & Pratt LLP is counterparty counsel in this transaction, representing Meridian Infrastructure Partners LP and Meridian Infrastructure GP IV LLC. While Calderwood & Harkness LLP does not typically conduct full conflicts checks against opposing counsel, the Firm's internal policy requires notation of any significant collaborative or adverse history with opposing law firms that could bear on the conduct of the engagement.

A review of the Firm's records indicates that C&H and BSP have been on opposite sides of transactions in the ordinary course, including several fund formation and M&A matters over the past five years. No matters involving inter-firm disputes, fee disputes, disqualification motions, or other adversarial proceedings between C&H and BSP were identified. The Firm's relationship with BSP is professional and collegial.

The lead BSP partner on this engagement, Charles A. Delacroix, has been a counterpart to C&H attorneys on at least three prior transactions. No issues of concern have been reported.

Conclusion: No conflict identified.

G. Ridgeway, Ashford & Malone PC / Garvey Lennox LLP

Note: Ridgeway, Ashford & Malone PC serves as counsel to Cascadia Renewables Holdings, Inc. and certain selling shareholders. Garvey Lennox LLP serves as counsel to Timberline Growth Equity Fund III, LP. Both firms are noted as counterparty counsel for purposes of this memorandum.

A review of the Firm's records indicates no significant collaborative or adverse history with either RAM or GL that would bear on the conduct of this engagement. Both firms are regional Pacific Northwest practices with which C&H has had limited prior interaction.

Conclusion: No conflict identified.

H. Atlas National Bank, N.A.

Prior Representations: Atlas National Bank, N.A. is a significant financial institution with which Calderwood & Harkness LLP has an ongoing professional relationship. The conflicts database returned multiple results, reflecting the Firm's history of representing Atlas in its capacity as lender, administrative agent, and underwriter in various financing transactions. A review of the relevant results indicates the following:

(i) Current Active Matters: The Firm's Finance practice group currently represents Atlas National Bank, N.A. as administrative agent and lead arranger in two unrelated credit facilities: (a) a $750 million revolving credit facility for Harborview Logistics Inc. (Matter No. 1023-00001; lead partner: Daniel Kowalski), and (b) a $1.2 billion term loan facility for Greystone Manufacturing Corp. (Matter No. 1023-00001; lead partner: Samantha Reeves). Both matters are lender-side representations and involve industries and parties unrelated to the instant transaction.

(ii) Closed Matters: The Firm has represented Atlas on approximately 14 lending and capital markets transactions over the past five years, all of which have been completed and closed. None of these matters involved Ironside, Meridian, Cascadia, or any of the other parties to the current transaction.

Adverse Representations: The search confirmed that Calderwood & Harkness LLP does not currently represent, and has not previously represented, any party in a matter directly adverse to Atlas National Bank, N.A. in connection with the instant transaction or any factually related matter.

Analysis: In this engagement, Atlas is anticipated to serve as lead arranger and administrative agent for the senior secured credit facility supporting the Cascadia acquisition. C&H is not representing any party on the financing side of this transaction. The Firm's client, Ironside, is an equity co-investor whose commitment will be funded through its own capital, not through the Atlas-arranged credit facility. C&H's role is limited to representing Ironside as the LP in the co-investment vehicle and advising on the formation, governance, and related documentation of that vehicle. Accordingly, C&H is not taking a position adverse to Atlas in this engagement. However, to the extent that the co-investment vehicle's limited partnership agreement or side letter negotiations implicate the terms of the credit facility — for example, in connection with equity cure rights, distribution waterfalls, or intercreditor arrangements — there is a theoretical possibility that C&H's advocacy on behalf of Ironside could touch upon Atlas's economic interests. This informational matter is addressed further in Section VI.B below.

Conclusion: No disqualifying conflict. Informational matter noted and addressed in Section VI.B.

I. Pinnacle Credit Partners LLC

Prior Representations: The conflicts database returned no prior representations of Pinnacle Credit Partners LLC by Calderwood & Harkness LLP. No active or closed matters involving Pinnacle were identified.

Adverse Representations: No adverse representations were identified.

Conclusion: No conflict identified.

J. Rivermark Capital Markets Inc.

Prior Representations: The conflicts database returned no prior representations of Rivermark Capital Markets Inc. by Calderwood & Harkness LLP. No active or closed matters involving Rivermark were identified.

Adverse Representations: No adverse representations were identified.

Conclusion: No conflict identified.

K. Northgate Specialty Insurance Co. / Sentinel Directors & Officers Underwriters Inc.

Prior Representations: The conflicts database returned no prior representations of Northgate Specialty Insurance Co. or Sentinel Directors & Officers Underwriters Inc. by Calderwood & Harkness LLP. No active or closed matters involving either carrier were identified. A search of common abbreviations and parent company names for both carriers also returned no results.

Adverse Representations: No adverse representations were identified.

Conclusion: No conflict identified.

L. Blackthorn Advisory Group LLC

Prior Representations: The conflicts database returned no prior representations of Blackthorn Advisory Group LLC by Calderwood & Harkness LLP. No active or closed matters involving Blackthorn were identified.

Adverse Representations: No adverse representations were identified.

Conclusion: No conflict identified.

M. Halstead & Greer LLP / Kendrick Thorne & Associates LLP / Clearwater Environmental Consulting Inc.

Halstead & Greer LLP: The conflicts database returned no prior representations of Halstead & Greer LLP by Calderwood & Harkness LLP. No active or closed matters involving Halstead & Greer were identified. No adverse representations were identified.

Kendrick Thorne & Associates LLP: The conflicts database returned no prior representations of Kendrick Thorne & Associates LLP by Calderwood & Harkness LLP. No active or closed matters involving Kendrick Thorne were identified. No adverse representations were identified.

Clearwater Environmental Consulting Inc.: The conflicts database returned no prior representations of Clearwater Environmental Consulting Inc. by Calderwood & Harkness LLP. No active or closed matters involving Clearwater were identified. No adverse representations were identified.

Conclusion: No conflict identified for any of the three advisor/consultant entities.

N. Principals and Key Individuals

In addition to the entity-level searches described above, the conflicts database was queried against the names of all principals and key individuals associated with each party to the transaction. The comprehensive list of individuals searched is as follows:

• Marcus J. Calloway (Founder & CIO, Ironside)

• Renata Obasi (Senior Managing Director, Infrastructure, Ironside)

• David R. Hargreaves (Managing Partner & Co-Founder, Meridian)

• Lillian Fong (Partner, Portfolio, Meridian)

• Graham Whitfield (Partner, Operations, Meridian)

• Jonathan M. Weir (CEO, Cascadia; Trustee, Weir Family Trust)

• Sandra K. Llewellyn (CFO, Cascadia)

• Hugh Callister (Managing Partner, Timberline Growth Partners LLC)

• Charles A. Delacroix (Lead Partner, Breckenridge Sloane & Pratt LLP)

• Nina R. Castellano (Lead Partner, Ridgeway, Ashford & Malone PC)

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It is prepared in anticipation of the provision of legal services and contains the mental impressions, conclusions, and legal analysis of attorneys at Calderwood & Harkness LLP. Do not distribute outside the firm without express authorization from the Responsible Partner.
To: Pamela Cross, Responsible Partner, Funds & Asset Management
From: Owen Fischer, Associate, Funds & Asset Management
Date: July 14, 2022
Re: Conflicts Clearance — Proposed Representation of Ironside Capital Management LP in Connection with Co-Investment Vehicle Formation and Cascadia Renewables Acquisition
Matter Number: 1023-00001
Right-click to update Table of Contents
I. Purpose and Summary of Conclusions
This memorandum documents the results of the comprehensive conflicts check conducted by the undersigned in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Ironside Capital Management LP ("Ironside" or "ICM"), a Delaware limited partnership headquartered at 590 Madison Avenue, 38th Floor, New York, NY 10022. Ironside was founded in 2009 and is a registered investment adviser with the U.S. Securities and Exchange Commission (the "SEC"). Ironside currently has approximately $14.8 billion in assets under management ("AUM") deployed across equity long/short, credit, and infrastructure strategies. The infrastructure strategy was launched in 2019 and currently manages approximately $3.2 billion in infrastructure-related assets across three dedicated vehicles.
The scope of the proposed representation encompasses the formation, structuring, governance, and ongoing legal advisory services relating to a co-investment vehicle (to be formed as a Delaware limited partnership, name to be determined) organized to participate alongside Meridian Infrastructure Partners Fund IV, LP ("Fund IV") in the acquisition of 100% of the outstanding equity interests of Cascadia Renewables Holdings, Inc. ("Cascadia"), a Pacific Northwest-based renewable-energy and water-infrastructure platform. The co-investment vehicle will be managed by Meridian Infrastructure GP IV LLC, which will serve as its general partner. Ironside is expected to commit approximately $300 million to the co-investment vehicle, representing the entirety of the limited partner capital commitment in the vehicle. The target enterprise value for the Cascadia acquisition is approximately $1.95 billion.
The proposed engagement was initiated following preliminary discussions between Marcus J. Calloway, Founder and Chief Investment Officer of Ironside, and Renata Obasi, Senior Managing Director, Infrastructure, of Ironside, with the Firm's Funds & Asset Management practice group. Engagement materials, including a term sheet, a preliminary draft of the co-investment side letter, and background due diligence materials on the transaction, were received by the Firm on July 11, 2022.
Summary of Conclusions: Based on the comprehensive conflicts search described herein, no disqualifying conflicts have been identified that would preclude Calderwood & Harkness LLP from accepting the proposed engagement. Two informational matters have been flagged for disclosure and waiver consideration, as detailed in Section VI of this memorandum. Both matters are addressed in the proposed engagement letter dated July 14, 2022. Accordingly, the engagement may proceed subject to the Responsible Partner's final approval.
This memorandum has been reviewed by Pamela Cross (Responsible Partner) and Nicholas Stern (Billing Partner).
II. Methodology
The conflicts search was conducted in accordance with Calderwood & Harkness LLP's Conflicts Clearance Policy and Procedures Manual (revised January 2022) and the applicable requirements of the New York Rules of Professional Conduct, including Rules 1.7 (Conflict of Interest: Current Clients), 1.8 (Current Clients: Specific Conflicts Rules), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest).
The following steps were undertaken:
1.  Firm-Wide Electronic Conflicts Database Query. The Firm's centralized electronic conflicts database (Ridgeway Health IT, Version 6.4) was queried against all parties, principals, known affiliates, and related entities identified in the preliminary engagement materials received from Marcus J. Calloway and Renata Obasi of Ironside. The database contains records of all current and former client relationships, adverse party designations, and associated entities dating back to the Firm's founding. Search parameters included exact name matches, partial name matches, phonetic variations, and known abbreviations, as further detailed in Appendix A.
2.  New Business Intake System Review. The Firm's New Business Intake ("NBI") system was reviewed to identify any pending engagement requests, recently opened matters, or recently declined matters involving any of the searched parties. This review captures matters that may not yet be fully reflected in the conflicts database due to processing lag.
3.  Active and Closed Matter Lists. Active and closed matter lists for all relevant practice groups were reviewed, including Funds & Asset Management, Mergers & Acquisitions, Finance, Tax, Real Estate, Environmental, and Regulatory/Government Affairs. This review was conducted to identify any representations that may not have been captured by the electronic database queries due to variations in party name entry or coding.
4.  Principal and Individual Searches. Searches were conducted against the names of all known principals and key individuals associated with each party, as enumerated in Section III below. Individual searches were run to capture any personal representations, estate planning engagements, or other matters involving these individuals in their personal capacities.
5.  Practice Group Leader Consultations. Informal consultations were conducted with the practice group leaders of the Finance and Real Estate groups to confirm whether any pending or recently completed matters involved any of the searched parties, particularly Atlas National Bank, N.A. and Meridian Infrastructure Partners LP, given the Firm's active lending and infrastructure practices.
All searches were conducted on July 13 and July 14, 2022. The search parameters, search terms, and detailed results are set forth in Appendix A to this memorandum.
III. Parties and Related Entities Searched
The following parties, affiliates, principals, and related entities were identified from the preliminary engagement materials and searched against the Firm's conflicts systems. Each party is described below with its role in the proposed transaction.
A. Client — Ironside Capital Management LP
•  Full Legal Name: Ironside Capital Management LP
•  Entity Type: Delaware limited partnership
•  Headquarters: 590 Madison Avenue, 38th Floor, New York, NY 10022
•  Date of Formation: 2009
•  Registration: Registered investment adviser with the SEC (CRD No. 153287)
•  AUM: Approximately $14.8 billion firm-wide; infrastructure strategy launched in 2019, currently managing approximately $3.2 billion in infrastructure-related assets across three dedicated vehicles
•  Principals Searched:
•  Marcus J. Calloway — Founder and Chief Investment Officer
•  Renata Obasi — Senior Managing Director, Infrastructure
•  Known Affiliates Searched:
•  Ironside Capital Management GP LLC (Delaware LLC; general partner of ICM)
•  Ironside Capital Holdings LLC (Delaware LLC; holding company)
•  Ironside Infrastructure Fund I, LP (Delaware LP; 2019 vintage)
•  Ironside Infrastructure Fund II, LP (Delaware LP; 2021 vintage)
•  Ironside Infrastructure Co-Invest I, LP (Delaware LP)
•  Ironside Credit Opportunities Fund, LP (Delaware LP)
•  Ironside Equity Partners Fund, LP (Delaware LP)
•  Ironside Capital Management (UK) LLP (England and Wales limited liability partnership; London-based advisory affiliate)
B. Sponsor / Lead Investor — Meridian Infrastructure Partners LP
•  Full Legal Name: Meridian Infrastructure Partners LP
•  Entity Type: Delaware limited partnership
•  Headquarters: 200 Clarendon Street, Suite 4200, Boston, MA 02116
•  AUM: Approximately $22.5 billion across all funds and vehicles
•  Principals Searched:
•  David R. Hargreaves — Managing Partner and Co-Founder
•  Lillian Fong — Partner, Portfolio
•  Graham Whitfield — Partner, Operations
•  Related Entities Searched:
•  Meridian Infrastructure Partners Fund IV, LP ("Fund IV") — a $6.2 billion infrastructure fund, vintage 2021; the vehicle through which Meridian will make its primary investment in Cascadia alongside the co-investment vehicle
•  Meridian Infrastructure GP IV LLC — a Delaware limited liability company serving as the general partner of Fund IV and proposed general partner of the co-investment vehicle
•  Meridian Infrastructure Partners Fund III, LP (Delaware LP; 2018 vintage)
•  Meridian Infrastructure Partners Fund II, LP (Delaware LP; 2015 vintage)
•  Meridian Infrastructure Partners Fund I, LP (Delaware LP; 2012 vintage)
•  Meridian Infrastructure Management LLC (Delaware LLC; management company)
•  Meridian Infrastructure Advisors LLC (Delaware LLC; advisory entity)
•  Meridian Real Assets GP LLC (Delaware LLC)
It is noted that Meridian is not a client of the Firm in this engagement. Calderwood & Harkness LLP represents Ironside in its capacity as limited partner and co-investor. Meridian and its affiliates are represented by Breckenridge Sloane & Pratt LLP.
C. Target Company — Cascadia Renewables Holdings, Inc.
•  Full Legal Name: Cascadia Renewables Holdings, Inc.
•  Entity Type: Oregon corporation
•  Headquarters: 1100 SW Sixth Avenue, Suite 1800, Portland, OR 97204
•  Date of Incorporation: 2003
•  Principals Searched:
•  Jonathan M. Weir — Chief Executive Officer
•  Sandra K. Llewellyn — Chief Financial Officer
•  Business Description: Cascadia owns and operates a diversified portfolio of renewable-energy and water-infrastructure assets across the Pacific Northwest, including 14 hydroelectric facilities, 6 wind farms, and 3 water-treatment concessions located across Oregon, Washington, and Idaho. The company's revenue base is supported by long-term power purchase agreements ("PPAs") with investment-grade utility counterparties and municipal water-service contracts, with a weighted-average remaining contract life of approximately 22 years.
•  Financial Summary (Fiscal Year Ended December 31, 2021):
•  Revenue: $487 million
•  EBITDA: $138 million
•  Total Assets: approximately $1.6 billion
•  Known Subsidiaries and Operating Entities Searched:
•  Cascadia Hydro Operations LLC (Oregon LLC)
•  Cascadia Wind Holdings LLC (Oregon LLC)
•  Columbia Gorge Wind Farm LLC (Oregon LLC)
•  Willamette Water Services Inc. (Oregon corporation)
•  Pacific Ridge Renewables LLC (Washington LLC)
•  Clearwater Basin Power LLC (Idaho LLC)
•  Cascadia Transmission LLC (Oregon LLC)
•  Cascadia O&M Services Inc. (Oregon corporation)
Cascadia is the target of the acquisition and is not a client of the Firm in this engagement. Cascadia is represented by Ridgeway, Ashford & Malone PC.
D. Selling Shareholders
1. Timberline Growth Equity Fund III, LP.  
•  Entity Type: Delaware limited partnership (growth equity fund)
•  Ownership Interest: Approximately 62% of Cascadia equity
•  General Partner: Timberline Growth Partners LLC (Delaware LLC)
•  Managing Partner: Hugh Callister
•  Address: 900 SW Fifth Avenue, Suite 2600, Portland, OR 97204
•  Legal Counsel: Garvey Lennox LLP
2. Weir Family Trust.  
•  Ownership Interest: Approximately 18% of Cascadia equity
•  Trustee: Jonathan M. Weir (also CEO of Cascadia)
•  Legal Counsel: Ridgeway, Ashford & Malone PC (shared with Cascadia)
3. Management Rollover Pool.  
•  Ownership Interest: Approximately 20% of Cascadia equity, held by approximately 25 members of Cascadia's management team
•  Expected Treatment: Approximately 50% rollover (representing approximately 10% of total equity) into the post-acquisition ownership structure; the remaining 50% of management equity (approximately 10% of total equity) will be cashed out at closing
•  Legal Counsel: Ridgeway, Ashford & Malone PC (in coordination with individual counsel, if applicable)
E. Counterparty and Other Counsel (Known at Engagement Opening)
•  Breckenridge Sloane & Pratt LLP ("BSP") — Counsel to Meridian Infrastructure Partners LP and Meridian Infrastructure GP IV LLC; lead partner: Charles A. Delacroix (Boston office); address: One Federal Street, Suite 3600, Boston, MA 02110
•  Ridgeway, Ashford & Malone PC ("RAM") — Counsel to Cascadia Renewables Holdings, Inc. and the Selling Shareholders (other than Timberline); lead partner: Nina R. Castellano (Portland office); address: 1000 SW Broadway, Suite 1600, Portland, OR 97205
•  Garvey Lennox LLP ("GL") — Counsel to Timberline Growth Equity Fund III, LP and Timberline Growth Partners LLC; lead partner: Steven F. Yun; address: 111 SW Columbia Street, Suite 1100, Portland, OR 97201
F. Financing Sources (Known or Anticipated)
•  Atlas National Bank, N.A. — Anticipated lead arranger and administrative agent for the senior secured credit facility supporting the acquisition; address: 383 Madison Avenue, New York, NY 10179
•  Pinnacle Credit Partners LLC — Anticipated co-lender and syndication participant in the senior secured credit facility; address: 600 Lexington Avenue, 20th Floor, New York, NY 10022
G. Placement Agent
•  Rivermark Capital Markets Inc. — Placement agent retained by Ironside for the co-investment vehicle, responsible for investor communications and subscription documentation support; address: 745 Fifth Avenue, Suite 1400, New York, NY 10151
H. Insurance Carriers (Known or Anticipated)
•  Northgate Specialty Insurance Co. — Anticipated underwriter of representations and warranties insurance ("R&W Insurance") policy in connection with the acquisition; domiciled in Connecticut
•  Sentinel Directors & Officers Underwriters Inc. — Anticipated carrier for D&O tail policy for pre-closing Cascadia directors and officers; address: 101 Park Avenue, Suite 3200, New York, NY 10178
I. Advisors and Consultants
•  Blackthorn Advisory Group LLC — Financial advisor retained by Meridian in connection with the Cascadia acquisition; address: 399 Park Avenue, 14th Floor, New York, NY 10022
•  Halstead & Greer LLP — Independent auditor and tax advisor to Cascadia; address: 200 Market Street, Suite 1500, Portland, OR 97201
•  Kendrick Thorne & Associates LLP — Anticipated fund administrator and tax preparer for the co-investment vehicle; address: One Liberty Plaza, Suite 4100, New York, NY 10006
•  Clearwater Environmental Consulting Inc. — Retained to conduct Phase I and Phase II environmental site assessments of Cascadia's operating facilities; address: 4800 Meadows Road, Suite 300, Lake Oswego, OR 97035
J. Regulatory Bodies (Not Subject to Conflicts Check but Noted for Completeness)
The following regulatory bodies are expected to have jurisdiction over one or more aspects of the proposed transaction. These agencies are not subject to the Firm's standard conflicts check but are noted here for completeness and to facilitate supplemental screening should the Firm become involved in regulatory advocacy in connection with this matter.
•  Oregon Public Utility Commission ("OPUC") — Regulatory authority over Cascadia's Oregon-based utility operations
•  Federal Energy Regulatory Commission ("FERC") — Federal authority over wholesale power sales and hydroelectric licensing; Federal Power Act §203 approval anticipated for transfer of control of FERC-jurisdictional assets
•  Committee on Foreign Investment in the United States ("CFIUS") — Voluntary CFIUS notice anticipated given the infrastructure nature of the assets; no foreign ownership component has been identified, but Ironside's limited partner base may include foreign investors triggering a precautionary filing
•  U.S. Securities and Exchange Commission ("SEC") — Ongoing regulatory oversight of Ironside as a registered investment adviser
IV. Conflicts Search Results — Detailed Findings
The following section sets forth the detailed results of the conflicts search conducted for each party, affiliate, and principal identified in Section III. For each entry, the results of the prior representation search, adverse representation search, and current conflict analysis are reported.
A. Ironside Capital Management LP and Affiliates
Prior Representations: The conflicts database returned no prior representations of Ironside Capital Management LP or any of its affiliated entities by Calderwood & Harkness LLP. No matters were identified in the active matter list, the closed matter list, or the New Business Intake system involving Ironside or any variation of its name. A search for Marcus J. Calloway and Renata Obasi returned no results indicating any prior engagement of the Firm by either individual in a personal or professional capacity. The Firm has not previously represented Ironside in any fund formation, regulatory, transactional, or advisory capacity.
Adverse Representations: The search confirmed that Calderwood & Harkness LLP has never represented any party in a matter adverse to Ironside Capital Management LP or any of its affiliates. No litigation, arbitration, regulatory, or transactional matters were identified in which any C&H client took a position adverse to Ironside.
Conclusion: No conflict identified. Ironside is a new client relationship for the Firm.
B. Meridian Infrastructure Partners LP and Affiliates (Including GP IV LLC and Fund IV)
Prior Representations: The conflicts database returned two historical results for Meridian Infrastructure Partners LP. First, in 2017, the Firm's Tax practice group provided a limited tax opinion to Meridian Infrastructure Partners Fund II, LP in connection with an internal restructuring of a portfolio holding (Matter No. 1023-00001; lead partner: Catherine Hwang; matter closed January 2018). Second, in 2019, the Firm's Real Estate group represented Meridian Infrastructure Partners Fund III, LP in the acquisition of a toll-road concession in Virginia (Matter No. 1023-00001; lead partner: Gregory Fontaine; matter closed September 2019). Both representations were completed and the matters are closed. Neither involved Meridian Infrastructure Partners Fund IV, LP, Meridian Infrastructure GP IV LLC, or any of the principals identified in this engagement. No currently active matters were identified for any Meridian entity.
Adverse Representations: The search confirmed that Calderwood & Harkness LLP does not currently represent, and has not previously represented, any party in a matter adverse to Meridian Infrastructure Partners LP, Meridian Infrastructure GP IV LLC, Fund IV, or any of the other Meridian affiliates searched. No pending or closed adversarial matters were identified.
Analysis of Potential Issue: It is noted that in the proposed engagement, C&H will represent Ironside as the limited partner (holding a 99.99% economic interest) in a co-investment vehicle in which Meridian Infrastructure GP IV LLC will serve as the general partner (holding a 0.01% economic interest with a $30,000 capital commitment) and will exercise control over capital calls, distributions, investment decisions, and the day-to-day management of the vehicle. Although Ironside and Meridian GP IV LLC are currently aligned in their desire to consummate the Cascadia acquisition, the LP/GP relationship inherently carries the potential for future divergence of interests. Such divergence could arise in connection with, among other things, disputes over the timing or amount of capital calls, the calculation or distribution of carried interest, the exercise of dormancy or wind-down provisions, follow-on investment decisions, or conflicts of interest between the co-investment vehicle and Fund IV. This structural dynamic does not give rise to a current conflict under Rule 1.7 of the New York Rules of Professional Conduct, as C&H does not represent and will not represent Meridian GP IV LLC or any Meridian entity in this engagement. However, the matter is flagged as an informational item warranting disclosure to Ironside and ongoing monitoring. This matter is further discussed in Section VI.A below.
Current Representations: No current active matters for Meridian or against Meridian were identified.
Conclusion: No disqualifying conflict. Informational matter noted and addressed in Section VI.A.
C. Cascadia Renewables Holdings, Inc.
Prior Representations: The conflicts database returned no prior representations of Cascadia Renewables Holdings, Inc. or any of its known subsidiaries or operating entities by Calderwood & Harkness LLP. No matters were identified involving Cascadia Hydro Operations LLC, Cascadia Wind Holdings LLC, Columbia Gorge Wind Farm LLC, Willamette Water Services Inc., Pacific Ridge Renewables LLC, Clearwater Basin Power LLC, Cascadia Transmission LLC, or Cascadia O&M Services Inc. Searches for Jonathan M. Weir and Sandra K. Llewellyn in their individual capacities returned no results.
Adverse Representations: The search confirmed that Calderwood & Harkness LLP has never represented any party in a matter adverse to Cascadia or any of its subsidiaries. No litigation, regulatory, or transactional matters were identified involving adversity to Cascadia.
Role in Transaction: Cascadia is the target of the proposed acquisition. C&H will not represent Cascadia in any capacity. Cascadia is separately represented by Ridgeway, Ashford & Malone PC (lead partner: Nina R. Castellano).
Conclusion: No conflict identified.
D. Timberline Growth Equity Fund III, LP / Timberline Growth Partners LLC
Prior Representations: The conflicts database returned no prior representations of Timberline Growth Equity Fund III, LP, Timberline Growth Partners LLC, or any related Timberline entity by Calderwood & Harkness LLP. A search for Hugh Callister, Managing Partner of Timberline Growth Partners LLC, returned no results indicating any prior engagement of the Firm by Mr. Callister in a personal or professional capacity.
Adverse Representations: The search confirmed that Calderwood & Harkness LLP has never represented any party in a matter adverse to Timberline or its affiliates.
Role in Transaction: Timberline Growth Equity Fund III, LP is the majority selling shareholder, holding approximately 62% of Cascadia's equity. Timberline is expected to sell its entire interest at closing. Timberline is separately represented by Garvey Lennox LLP (lead partner: Steven F. Yun).
Conclusion: No conflict identified.
E. Weir Family Trust / Jonathan M. Weir
Prior Representations: The conflicts database returned no prior representations of the Weir Family Trust or Jonathan M. Weir by Calderwood & Harkness LLP in any capacity. No estate planning, trust, personal, or corporate matters were identified involving Mr. Weir or any trust bearing his name.
Adverse Representations: No adverse representations were identified.
Conclusion: No conflict identified.
F. Breckenridge Sloane & Pratt LLP
Note: Breckenridge Sloane & Pratt LLP is counterparty counsel in this transaction, representing Meridian Infrastructure Partners LP and Meridian Infrastructure GP IV LLC. While Calderwood & Harkness LLP does not typically conduct full conflicts checks against opposing counsel, the Firm's internal policy requires notation of any significant collaborative or adverse history with opposing law firms that could bear on the conduct of the engagement.
A review of the Firm's records indicates that C&H and BSP have been on opposite sides of transactions in the ordinary course, including several fund formation and M&A matters over the past five years. No matters involving inter-firm disputes, fee disputes, disqualification motions, or other adversarial proceedings between C&H and BSP were identified. The Firm's relationship with BSP is professional and collegial.
The lead BSP partner on this engagement, Charles A. Delacroix, has been a counterpart to C&H attorneys on at least three prior transactions. No issues of concern have been reported.
Conclusion: No conflict identified.
G. Ridgeway, Ashford & Malone PC / Garvey Lennox LLP
Note: Ridgeway, Ashford & Malone PC serves as counsel to Cascadia Renewables Holdings, Inc. and certain selling shareholders. Garvey Lennox LLP serves as counsel to Timberline Growth Equity Fund III, LP. Both firms are noted as counterparty counsel for purposes of this memorandum.
A review of the Firm's records indicates no significant collaborative or adverse history with either RAM or GL that would bear on the conduct of this engagement. Both firms are regional Pacific Northwest practices with which C&H has had limited prior interaction.
Conclusion: No conflict identified.
H. Atlas National Bank, N.A.
Prior Representations: Atlas National Bank, N.A. is a significant financial institution with which Calderwood & Harkness LLP has an ongoing professional relationship. The conflicts database returned multiple results, reflecting the Firm's history of representing Atlas in its capacity as lender, administrative agent, and underwriter in various financing transactions. A review of the relevant results indicates the following:
(i) Current Active Matters: The Firm's Finance practice group currently represents Atlas National Bank, N.A. as administrative agent and lead arranger in two unrelated credit facilities: (a) a $750 million revolving credit facility for Harborview Logistics Inc. (Matter No. 1023-00001; lead partner: Daniel Kowalski), and (b) a $1.2 billion term loan facility for Greystone Manufacturing Corp. (Matter No. 1023-00001; lead partner: Samantha Reeves). Both matters are lender-side representations and involve industries and parties unrelated to the instant transaction.
(ii) Closed Matters: The Firm has represented Atlas on approximately 14 lending and capital markets transactions over the past five years, all of which have been completed and closed. None of these matters involved Ironside, Meridian, Cascadia, or any of the other parties to the current transaction.
Adverse Representations: The search confirmed that Calderwood & Harkness LLP does not currently represent, and has not previously represented, any party in a matter directly adverse to Atlas National Bank, N.A. in connection with the instant transaction or any factually related matter.
Analysis: In this engagement, Atlas is anticipated to serve as lead arranger and administrative agent for the senior secured credit facility supporting the Cascadia acquisition. C&H is not representing any party on the financing side of this transaction. The Firm's client, Ironside, is an equity co-investor whose commitment will be funded through its own capital, not through the Atlas-arranged credit facility. C&H's role is limited to representing Ironside as the LP in the co-investment vehicle and advising on the formation, governance, and related documentation of that vehicle. Accordingly, C&H is not taking a position adverse to Atlas in this engagement. However, to the extent that the co-investment vehicle's limited partnership agreement or side letter negotiations implicate the terms of the credit facility — for example, in connection with equity cure rights, distribution waterfalls, or intercreditor arrangements — there is a theoretical possibility that C&H's advocacy on behalf of Ironside could touch upon Atlas's economic interests. This informational matter is addressed further in Section VI.B below.
Conclusion: No disqualifying conflict. Informational matter noted and addressed in Section VI.B.
I. Pinnacle Credit Partners LLC
Prior Representations: The conflicts database returned no prior representations of Pinnacle Credit Partners LLC by Calderwood & Harkness LLP. No active or closed matters involving Pinnacle were identified.
Adverse Representations: No adverse representations were identified.
Conclusion: No conflict identified.
J. Rivermark Capital Markets Inc.
Prior Representations: The conflicts database returned no prior representations of Rivermark Capital Markets Inc. by Calderwood & Harkness LLP. No active or closed matters involving Rivermark were identified.
Adverse Representations: No adverse representations were identified.
Conclusion: No conflict identified.
K. Northgate Specialty Insurance Co. / Sentinel Directors & Officers Underwriters Inc.
Prior Representations: The conflicts database returned no prior representations of Northgate Specialty Insurance Co. or Sentinel Directors & Officers Underwriters Inc. by Calderwood & Harkness LLP. No active or closed matters involving either carrier were identified. A search of common abbreviations and parent company names for both carriers also returned no results.
Adverse Representations: No adverse representations were identified.
Conclusion: No conflict identified.
L. Blackthorn Advisory Group LLC
Prior Representations: The conflicts database returned no prior representations of Blackthorn Advisory Group LLC by Calderwood & Harkness LLP. No active or closed matters involving Blackthorn were identified.
Adverse Representations: No adverse representations were identified.
Conclusion: No conflict identified.
M. Halstead & Greer LLP / Kendrick Thorne & Associates LLP / Clearwater Environmental Consulting Inc.
Halstead & Greer LLP: The conflicts database returned no prior representations of Halstead & Greer LLP by Calderwood & Harkness LLP. No active or closed matters involving Halstead & Greer were identified. No adverse representations were identified.
Kendrick Thorne & Associates LLP: The conflicts database returned no prior representations of Kendrick Thorne & Associates LLP by Calderwood & Harkness LLP. No active or closed matters involving Kendrick Thorne were identified. No adverse representations were identified.
Clearwater Environmental Consulting Inc.: The conflicts database returned no prior representations of Clearwater Environmental Consulting Inc. by Calderwood & Harkness LLP. No active or closed matters involving Clearwater were identified. No adverse representations were identified.
Conclusion: No conflict identified for any of the three advisor/consultant entities.
N. Principals and Key Individuals
In addition to the entity-level searches described above, the conflicts database was queried against the names of all principals and key individuals associated with each party to the transaction. The comprehensive list of individuals searched is as follows:
•  Marcus J. Calloway (Founder & CIO, Ironside)
•  Renata Obasi (Senior Managing Director, Infrastructure, Ironside)
•  David R. Hargreaves (Managing Partner & Co-Founder, Meridian)
•  Lillian Fong (Partner, Portfolio, Meridian)
•  Graham Whitfield (Partner, Operations, Meridian)
•  Jonathan M. Weir (CEO, Cascadia; Trustee, Weir Family Trust)
•  Sandra K. Llewellyn (CFO, Cascadia)
•  Hugh Callister (Managing Partner, Timberline Growth Partners LLC)
•  Charles A. Delacroix (Lead Partner, Breckenridge Sloane & Pratt LLP)
•  Nina R. Castellano (Lead Partner, Ridgeway, Ashford & Malone PC)
•  Steven F. Yun (Lead Partner, Garvey Lennox LLP)
Results: No conflicts were identified for any of the individuals listed above. No prior representations of, or adverse representations against, any individual were found. No personal matters, estate planning engagements, or other individual-capacity representations were identified.
Conclusion: No conflict identified for any individual.
V. Analysis of Potential Positional and Issue Conflicts
In addition to the party-specific conflicts analysis set forth in Section IV, the following analysis addresses structural, positional, and issue-based conflicts that may arise from the nature of the proposed engagement and the transaction structure.
A. LP vs. GP Dynamic
Calderwood & Harkness LLP will represent Ironside Capital Management LP in its capacity as the sole limited partner (with a 99.99% economic interest) in the co-investment vehicle. Meridian Infrastructure GP IV LLC will serve as the general partner of the co-investment vehicle, holding a 0.01% economic interest (with a capital commitment of $30,000) and exercising full management authority over the vehicle, including the power to make capital calls, determine distributions, execute investment and disposition decisions, and manage the day-to-day operations of the vehicle. Meridian Infrastructure GP IV LLC is separately represented by Breckenridge Sloane & Pratt LLP.
The LP/GP dynamic in private fund and co-investment structures inherently carries the potential for divergence of interests. While the parties are currently aligned in their shared objective of consummating the Cascadia acquisition on favorable terms, the following areas of potential future divergence are noted for monitoring purposes:
(a) Capital Calls: The GP has the authority to issue capital calls to the LP. Disputes may arise if the GP calls capital in excess of the LP's expectations or at times that are financially inconvenient to the LP.
(b) Distributions: The waterfall provisions governing the distribution of proceeds from the co-investment vehicle may give rise to disputes regarding the calculation and timing of distributions, including the application of preferred return thresholds, catch-up provisions, and carried interest allocations.
(c) Investment Decisions: The GP controls all investment and disposition decisions. To the extent the co-investment vehicle is asked to participate in follow-on investments or capital expenditures beyond the initial Cascadia acquisition, the GP's exercise of this authority could diverge from the LP's economic interests or investment thesis.
(d) Conflicts Between the Vehicle and Fund IV: Meridian Infrastructure GP IV LLC also serves as the general partner of Fund IV, which is making its own substantial investment in the Cascadia acquisition. Conflicts may arise between Fund IV and the co-investment vehicle with respect to the allocation of co-investment expenses, the terms of any intercreditor or co-invest side letter, or the priority of distributions.
(e) Dormancy and Wind-Down: Disputes could arise regarding the timing of the vehicle's wind-down, the exercise of GP removal provisions, or the imposition of dormancy provisions.
These areas of potential divergence do not give rise to a current conflict under Rule 1.7 of the New York Rules of Professional Conduct, as Calderwood & Harkness LLP does not represent and will not represent Meridian Infrastructure GP IV LLC or any Meridian entity in this engagement. The Firm's prior representations of Meridian affiliates (described in Section IV.B) were completed and closed, and they do not give rise to duties under Rule 1.9 that would restrict the Firm's ability to advocate on behalf of Ironside in this transaction.
Conclusion: Not a current conflict, but the LP/GP dynamic is flagged for ongoing monitoring. The engagement letter includes appropriate acknowledgment of this structural feature, as detailed in Section VI.A.
B. Multi-Party Transaction — Role Clarity
The proposed transaction involves multiple parties with distinct and sometimes divergent interests, including the co-investor (Ironside), the sponsor (Meridian), the target company (Cascadia), the selling shareholders (Timberline, the Weir Family Trust, and the Management Rollover Pool), the lenders (Atlas National Bank and Pinnacle Credit Partners), and various advisors and service providers.
Calderwood & Harkness LLP's role in this engagement is limited to representing Ironside Capital Management LP in its capacity as the LP/co-investor in the co-investment vehicle. The Firm does not represent and will not represent the co-investment vehicle itself, Meridian Infrastructure Partners LP, Meridian Infrastructure GP IV LLC, Fund IV, Cascadia Renewables Holdings, Inc., any selling shareholder, any lender, any placement agent, any insurance carrier, or any other party to the transaction.
There is no joint representation in this engagement. The engagement letter clearly delineates the scope of C&H's representation and the identity of the Firm's sole client (Ironside Capital Management LP).
Conclusion: Role clarity confirmed. No conflict arises from the multi-party nature of the transaction.
C. Firm's Relationship with Atlas National Bank, N.A.
As described in Section IV.H, Calderwood & Harkness LLP currently represents Atlas National Bank, N.A. as administrative agent and lead arranger in two unrelated credit facilities (Matter Nos. 1023-00001 and 1023-00001). These representations are lender-side matters in industries and transactions unrelated to the instant engagement.
In the current engagement, Atlas is anticipated to serve as lead arranger and administrative agent for the senior secured credit facility supporting the Cascadia acquisition. C&H's client, Ironside, is an equity co-investor whose capital commitment will be funded from Ironside's own resources, not through the Atlas-arranged credit facility. The Firm's representation of Ironside does not place C&H in a position of direct adversity to Atlas. Specifically:
(a) C&H will not represent any borrower or guarantor under the credit facility.
(b) C&H will not negotiate the terms of the credit agreement or any related financing documents on behalf of any party.
(c) C&H's role is limited to advising Ironside on the formation, governance, and operational documentation of the co-investment vehicle.
However, it is acknowledged that certain provisions of the co-investment vehicle's limited partnership agreement or related transaction documents may implicate the terms of the credit facility. For example, the co-investment vehicle's distribution waterfall, equity cure rights, or pledge and collateral arrangements could interact with Atlas's security interests and lending covenants. To the extent that C&H's advocacy on behalf of Ironside in the negotiation of these provisions touches upon Atlas's economic interests, the situation warrants monitoring and, if a direct conflict materializes, re-evaluation of the Firm's position.
Conclusion: No disqualifying conflict exists at the present time. The Firm's existing relationship with Atlas is informational in nature and is addressed through disclosure, as detailed in Section VI.B. If the scope of C&H's representation expands to include active negotiation of credit agreement terms or any matter directly adverse to Atlas's interests, a supplemental conflicts analysis should be conducted promptly.
VI. Informational Matters Requiring Disclosure or Waiver Consideration
Two informational matters have been identified that, while not constituting disqualifying conflicts, warrant disclosure to the client and, where appropriate, acknowledgment or informed consent.
A. Informational Matter 1: GP/LP Dynamic — Meridian Infrastructure GP IV LLC
Description: Calderwood & Harkness LLP will represent Ironside Capital Management LP as the sole limited partner in the co-investment vehicle. Meridian Infrastructure GP IV LLC will serve as the general partner of the co-investment vehicle with full management authority and control. While Meridian Infrastructure GP IV LLC is separately represented by Breckenridge Sloane & Pratt LLP, the structural nature of the LP/GP relationship creates the possibility of future divergence of interests between Ironside (as LP) and Meridian GP IV LLC (as GP), as discussed in Section V.A. Additionally, the Firm has previously represented Meridian-affiliated entities in two completed and closed matters (described in Section IV.B), creating a former-client relationship with Meridian entities, although the prior representations are not substantially related to the current engagement and therefore do not give rise to a Rule 1.9 disqualifying conflict.
Recommendation: The engagement letter should include, and does include, a clear disclosure that Calderwood & Harkness LLP does not represent the general partner or the co-investment vehicle itself, that the Firm's sole client in this engagement is Ironside Capital Management LP, and that Ironside should be aware of the inherent potential for divergent interests between the LP and GP in a private fund structure. The engagement letter further provides that, in the event of a dispute between Ironside and Meridian Infrastructure GP IV LLC, Ironside would be free to continue to engage Calderwood & Harkness LLP to represent it in such dispute, subject to the Firm's standard conflicts analysis at that time.
Status: This disclosure has been included in the engagement letter dated July 14, 2022, prepared by Owen Fischer and reviewed by Pamela Cross and Nicholas Stern. No separate waiver from Ironside is required at this time, as the disclosure is informational in nature and no current conflict exists. However, Ironside's acknowledgment of the disclosure should be confirmed upon execution of the engagement letter.
B. Informational Matter 2: Atlas National Bank, N.A. — Existing Firm Relationship
Description: Calderwood & Harkness LLP currently represents Atlas National Bank, N.A. as administrative agent and lead arranger in two unrelated credit facilities (Matter Nos. 1023-00001 and 1023-00001). In the proposed engagement, Atlas is anticipated to serve as lead arranger and administrative agent for the senior secured credit facility supporting the Cascadia acquisition. Although the Firm is not representing any borrower adverse to Atlas in this transaction, and the Firm's role is limited to advising Ironside on the equity co-investment structure, the Firm's existing client relationship with Atlas warrants disclosure to Ironside.
Analysis: The Firm's representation of Ironside in the co-investment engagement does not involve any current, direct adversity to Atlas. The co-investment vehicle will not be a borrower under the credit facility, and C&H will not negotiate any financing documents. However, as noted in Section V.C, certain aspects of the co-investment vehicle's documentation — including distribution restrictions, equity cure provisions, or collateral arrangements — may interact with the credit facility terms in ways that could theoretically affect Atlas's economic position. If the engagement scope were to expand such that C&H were asked to negotiate provisions directly adverse to Atlas's interests as a lender, a supplemental conflicts analysis and potential waiver would be required.
Recommendation: The engagement letter should include, and does include, a disclosure of the Firm's existing client relationship with Atlas National Bank, N.A., along with a statement that the Firm does not believe such relationship creates a conflict with respect to the proposed representation of Ironside, but that the Firm's ability to represent Ironside in matters directly adverse to Atlas may be limited by the Firm's duties to Atlas as a current client. The engagement letter further provides that, if a direct conflict with Atlas materializes, the Firm will promptly notify Ironside and, if necessary, assist Ironside in engaging alternative counsel.
Status: This disclosure has been included in the engagement letter dated July 14, 2022. Ironside's acknowledgment of the disclosure should be confirmed upon execution of the engagement letter. The Firm's Finance practice group (Daniel Kowalski and Samantha Reeves, lead partners on the Atlas matters) has been notified of the co-investment engagement for internal coordination purposes. No supplemental waiver from Atlas is required at this time, as the Firm is not taking a position adverse to Atlas in this engagement.
VII. Conclusion and Clearance
Based on the comprehensive conflicts search conducted on July 13–14, 2022, encompassing all parties, principals, known affiliates, related entities, counterparty counsel, financing sources, placement agents, insurance carriers, advisors, and consultants identified in the preliminary engagement materials, no disqualifying conflicts have been identified that would preclude Calderwood & Harkness LLP from representing Ironside Capital Management LP in connection with the formation and governance of the co-investment vehicle and related matters pertaining to the acquisition of Cascadia Renewables Holdings, Inc.
Two informational matters have been identified, flagged, and addressed through appropriate disclosures in the engagement letter dated July 14, 2022:
1.  The GP/LP dynamic inherent in the co-investment vehicle structure, where Meridian Infrastructure GP IV LLC serves as general partner with management authority over the vehicle in which Ironside serves as sole limited partner; and
2.  The Firm's existing client relationship with Atlas National Bank, N.A., which is anticipated to serve as lead arranger and administrative agent for the acquisition financing.
Neither informational matter constitutes a disqualifying conflict under the New York Rules of Professional Conduct. Both matters have been disclosed to Ironside in the engagement letter, and Ironside's acknowledgment will be confirmed upon execution.
The engagement may proceed under Matter Number 1023-00001.
Billing Partner: Nicholas Stern, Partner, Funds & Asset Management
Responsible Partner: Pamela Cross, Partner, Funds & Asset Management
VIII. Ongoing Monitoring Obligations
This conflicts clearance is current as of July 14, 2022. The Firm's conflicts database has been updated to reflect the new engagement, the identity of the client (Ironside Capital Management LP), and all parties, counterparties, and related entities listed herein.
The following ongoing monitoring obligations are noted:
1.  Supplemental Screening for New Parties. Any new parties, counterparties, or material changes in the transaction structure or participants should be reported to the conflicts team for supplemental screening. In particular, if additional co-investors, limited partners, lenders, or syndication participants join the transaction, supplemental conflicts checks should be run promptly and the results documented in a supplemental memorandum to this file.
2.  Financing Syndication. The senior secured credit facility is expected to be syndicated to additional lenders beyond Atlas National Bank, N.A. and Pinnacle Credit Partners LLC. As the syndicate is finalized, supplemental conflicts checks should be run against all syndicate members.
3.  Management Rollover Participants. Approximately 25 members of Cascadia management are expected to participate in the management rollover pool. To the extent that the identities of specific rollover participants become known and relevant to the Firm's representation of Ironside, supplemental individual searches should be conducted.
4.  Regulatory Proceedings. The transaction involves regulatory proceedings before FERC (Federal Power Act §203 approval for the transfer of control of FERC-jurisdictional assets), OPUC (Oregon public utility regulatory approval), and a voluntary CFIUS notice. If Calderwood & Harkness LLP becomes involved in regulatory advocacy in connection with this matter, additional conflicts screening for governmental-affairs matters may be required. The Firm's Government Affairs and Regulatory practice group should be consulted before any regulatory filings or submissions are made on behalf of Ironside.
5.  Atlas National Bank Monitoring. The informational matter regarding the Firm's relationship with Atlas National Bank, N.A. should be monitored on an ongoing basis. If the scope of C&H's representation of Ironside expands to include any matter in which the Firm would be required to take a position directly adverse to Atlas's interests as a lender, a supplemental conflicts analysis should be conducted and, if necessary, appropriate waivers obtained or alternative counsel arrangements made.
6.  GP/LP Dispute Monitoring. In the event that any dispute arises between Ironside (as LP) and Meridian Infrastructure GP IV LLC (as GP), the Firm should promptly conduct a supplemental conflicts analysis to confirm that C&H's ability to represent Ironside in such dispute is not impaired by the Firm's prior representations of Meridian-affiliated entities or any intervening relationship.
7.  Periodic Review. In accordance with the Firm's standard practice, the conflicts clearance for this matter should be reviewed and refreshed at each significant milestone of the engagement, including at the signing of definitive transaction documents, at closing, and at any subsequent material event during the life of the co-investment vehicle.
Appendix A: Conflicts Search Parameters
The following table sets forth the search terms used, the date and time of each search, the database(s) queried, and the identity of the person conducting the search.
Confirmation of Review: The search parameters, search results, and this memorandum have been reviewed by Pamela Cross, Responsible Partner, Funds & Asset Management, on July 14, 2022.
Appendix B: Summary Table of Clearance Results
The following table summarizes the conflicts clearance results for all parties and entities searched in connection with the proposed engagement.
All principal individuals listed in Section III.N — including Marcus J. Calloway, Renata Obasi, David R. Hargreaves, Lillian Fong, Graham Whitfield, Jonathan M. Weir, Sandra K. Llewellyn, Hugh Callister, Charles A. Delacroix, Nina R. Castellano, and Steven F. Yun — have also been cleared with no conflicts identified.
Signature block
Prepared by:
________________________________________
Owen Fischer Associate, Funds & Asset Management Calderwood & Harkness LLP
Date: July 14, 2022
Reviewed and Approved by:
________________________________________
Pamela Cross Partner, Funds & Asset Management Calderwood & Harkness LLP
Date: July 14, 2022
Matter Number: 1023-00001
This memorandum is privileged and confidential attorney work product prepared in connection with Calderwood & Harkness LLP's evaluation of a proposed client engagement. It should be maintained in the firm's conflicts files and should not be disclosed to any person outside the firm without the express authorization of the Responsible Partner.
Search Term | Variations Searched | Date/Time of Search | Database(s) Queried | Conducted By
Ironside Capital Management LP | Ironside Capital; Ironside; ICM; Ironside Capital Mgmt | 07/13/2022, 9:14 AM | Ridgeway Health IT; NBI | Owen Fischer
Ironside Capital Management GP LLC | Ironside GP; ICM GP | 07/13/2022, 9:16 AM | Ridgeway Health IT; NBI | Owen Fischer
Ironside Capital Holdings LLC | Ironside Holdings | 07/13/2022, 9:17 AM | Ridgeway Health IT; NBI | Owen Fischer
Ironside Infrastructure Fund I, LP | Ironside Infra I; Ironside Infrastructure I | 07/13/2022, 9:19 AM | Ridgeway Health IT; NBI | Owen Fischer
Ironside Infrastructure Fund II, LP | Ironside Infra II; Ironside Infrastructure II | 07/13/2022, 9:20 AM | Ridgeway Health IT; NBI | Owen Fischer
Ironside Infrastructure Co-Invest I, LP | Ironside Co-Invest; Ironside Infra Co-Invest | 07/13/2022, 9:21 AM | Ridgeway Health IT; NBI | Owen Fischer
Ironside Credit Opportunities Fund, LP | Ironside Credit; Ironside Credit Opps | 07/13/2022, 9:22 AM | Ridgeway Health IT; NBI | Owen Fischer
Ironside Equity Partners Fund, LP | Ironside Equity; Ironside EP | 07/13/2022, 9:23 AM | Ridgeway Health IT; NBI | Owen Fischer
Ironside Capital Management (UK) LLP | Ironside UK; ICM UK | 07/13/2022, 9:24 AM | Ridgeway Health IT; NBI | Owen Fischer
Marcus J. Calloway | Calloway, Marcus; M. Calloway; Marc Calloway | 07/13/2022, 9:26 AM | Ridgeway Health IT; NBI | Owen Fischer
Renata Obasi | Obasi, Renata; R. Obasi | 07/13/2022, 9:27 AM | Ridgeway Health IT; NBI | Owen Fischer
Meridian Infrastructure Partners LP | Meridian Infrastructure; Meridian Infra; Meridian; MIP | 07/13/2022, 9:30 AM | Ridgeway Health IT; NBI | Owen Fischer
Meridian Infrastructure Partners Fund IV, LP | Meridian Fund IV; MIP Fund IV; Meridian IV | 07/13/2022, 9:32 AM | Ridgeway Health IT; NBI | Owen Fischer
Meridian Infrastructure GP IV LLC | Meridian GP IV; MIP GP IV | 07/13/2022, 9:33 AM | Ridgeway Health IT; NBI | Owen Fischer
Meridian Infrastructure Partners Fund III, LP | Meridian Fund III; MIP Fund III | 07/13/2022, 9:34 AM | Ridgeway Health IT; NBI | Owen Fischer
Meridian Infrastructure Partners Fund II, LP | Meridian Fund II; MIP Fund II | 07/13/2022, 9:35 AM | Ridgeway Health IT; NBI | Owen Fischer
Meridian Infrastructure Partners Fund I, LP | Meridian Fund I; MIP Fund I | 07/13/2022, 9:36 AM | Ridgeway Health IT; NBI | Owen Fischer
Meridian Infrastructure Management LLC | Meridian Management; MIP Management | 07/13/2022, 9:37 AM | Ridgeway Health IT; NBI | Owen Fischer
Meridian Infrastructure Advisors LLC | Meridian Advisors; MIP Advisors | 07/13/2022, 9:38 AM | Ridgeway Health IT; NBI | Owen Fischer
Meridian Real Assets GP LLC | Meridian Real Assets; MRA GP | 07/13/2022, 9:39 AM | Ridgeway Health IT; NBI | Owen Fischer
David R. Hargreaves | Hargreaves, David; D. Hargreaves | 07/13/2022, 9:41 AM | Ridgeway Health IT; NBI | Owen Fischer
Lillian Fong | Fong, Lillian; L. Fong | 07/13/2022, 9:42 AM | Ridgeway Health IT; NBI | Owen Fischer
Graham Whitfield | Whitfield, Graham; G. Whitfield | 07/13/2022, 9:43 AM | Ridgeway Health IT; NBI | Owen Fischer
Cascadia Renewables Holdings, Inc. | Cascadia Renewables; Cascadia; CRH | 07/13/2022, 10:02 AM | Ridgeway Health IT; NBI | Owen Fischer
Cascadia Hydro Operations LLC | Cascadia Hydro | 07/13/2022, 10:04 AM | Ridgeway Health IT; NBI | Owen Fischer
Cascadia Wind Holdings LLC | Cascadia Wind | 07/13/2022, 10:05 AM | Ridgeway Health IT; NBI | Owen Fischer
Columbia Gorge Wind Farm LLC | Columbia Gorge; CGWF | 07/13/2022, 10:06 AM | Ridgeway Health IT; NBI | Owen Fischer
Willamette Water Services Inc. | Willamette Water; WWS | 07/13/2022, 10:07 AM | Ridgeway Health IT; NBI | Owen Fischer
Pacific Ridge Renewables LLC | Pacific Ridge; PRR | 07/13/2022, 10:08 AM | Ridgeway Health IT; NBI | Owen Fischer
Clearwater Basin Power LLC | Clearwater Basin; CBP | 07/13/2022, 10:09 AM | Ridgeway Health IT; NBI | Owen Fischer
Cascadia Transmission LLC | Cascadia Trans | 07/13/2022, 10:10 AM | Ridgeway Health IT; NBI | Owen Fischer
Cascadia O&M Services Inc. | Cascadia O&M; Cascadia Operations | 07/13/2022, 10:11 AM | Ridgeway Health IT; NBI | Owen Fischer
Jonathan M. Weir | Weir, Jonathan; J. Weir; Jon Weir | 07/13/2022, 10:13 AM | Ridgeway Health IT; NBI | Owen Fischer
Sandra K. Llewellyn | Llewellyn, Sandra; S. Llewellyn | 07/13/2022, 10:14 AM | Ridgeway Health IT; NBI | Owen Fischer
Timberline Growth Equity Fund III, LP | Timberline Fund III; Timberline Growth III; Timberline | 07/13/2022, 10:20 AM | Ridgeway Health IT; NBI | Owen Fischer
Timberline Growth Partners LLC | Timberline GP; Timberline Partners | 07/13/2022, 10:21 AM | Ridgeway Health IT; NBI | Owen Fischer
Hugh Callister | Callister, Hugh; H. Callister | 07/13/2022, 10:22 AM | Ridgeway Health IT; NBI | Owen Fischer
Weir Family Trust | Weir Trust; Weir Family | 07/13/2022, 10:24 AM | Ridgeway Health IT; NBI | Owen Fischer
Breckenridge Sloane & Pratt LLP | BSP; Breckenridge Sloane | 07/13/2022, 10:30 AM | Ridgeway Health IT; NBI | Owen Fischer
Charles A. Delacroix | Delacroix, Charles; C. Delacroix | 07/13/2022, 10:31 AM | Ridgeway Health IT; NBI | Owen Fischer
Ridgeway, Ashford & Malone PC | RAM; Ridgeway Ashford | 07/13/2022, 10:33 AM | Ridgeway Health IT; NBI | Owen Fischer
Nina R. Castellano | Castellano, Nina; N. Castellano | 07/13/2022, 10:34 AM | Ridgeway Health IT; NBI | Owen Fischer
Garvey Lennox LLP | GL; Garvey Lennox | 07/13/2022, 10:35 AM | Ridgeway Health IT; NBI | Owen Fischer
Steven F. Yun | Yun, Steven; S. Yun; Steve Yun | 07/13/2022, 10:36 AM | Ridgeway Health IT; NBI | Owen Fischer
Atlas National Bank, N.A. | Atlas National; Atlas Bank; ANB | 07/13/2022, 10:45 AM | Ridgeway Health IT; NBI | Owen Fischer
Pinnacle Credit Partners LLC | Pinnacle Credit; Pinnacle Partners; PCP | 07/13/2022, 10:48 AM | Ridgeway Health IT; NBI | Owen Fischer
Rivermark Capital Markets Inc. | Rivermark Capital; Rivermark; RCM | 07/13/2022, 10:50 AM | Ridgeway Health IT; NBI | Owen Fischer
Northgate Specialty Insurance Co. | Northgate Insurance; Northgate Specialty; NSI | 07/13/2022, 10:55 AM | Ridgeway Health IT; NBI | Owen Fischer
Sentinel Directors & Officers Underwriters Inc. | Sentinel D&O; Sentinel Underwriters; Sentinel | 07/13/2022, 10:57 AM | Ridgeway Health IT; NBI | Owen Fischer
Blackthorn Advisory Group LLC | Blackthorn Advisory; Blackthorn; BAG | 07/13/2022, 11:05 AM | Ridgeway Health IT; NBI | Owen Fischer
Halstead & Greer LLP | Halstead Greer; H&G | 07/13/2022, 11:08 AM | Ridgeway Health IT; NBI | Owen Fischer
Kendrick Thorne & Associates LLP | Kendrick Thorne; KTA | 07/13/2022, 11:10 AM | Ridgeway Health IT; NBI | Owen Fischer
Clearwater Environmental Consulting Inc. | Clearwater Environmental; Clearwater Consulting; CEC | 07/13/2022, 11:12 AM | Ridgeway Health IT; NBI | Owen Fischer
Party / Entity | Role | Prior C&H Representation | Adverse Representation | Current Conflict | Disposition
Ironside Capital Management LP | Client | None | None | None | Cleared
Meridian Infrastructure Partners LP | Sponsor | Yes (2 closed matters: 1023-00001, 1023-00001) | None | None | Cleared (informational matter noted — Section VI.A)
Meridian Infrastructure GP IV LLC | GP of Vehicle | None (separate entity from prior Meridian representations) | None | None | Cleared (informational matter noted — Section VI.A)
Meridian Infrastructure Partners Fund IV, LP | Co-investor | None | None | None | Cleared
Cascadia Renewables Holdings, Inc. | Target | None | None | None | Cleared
Timberline Growth Equity Fund III, LP | Seller | None | None | None | Cleared
Timberline Growth Partners LLC | Seller GP | None | None | None | Cleared
Weir Family Trust | Seller | None | None | None | Cleared
Atlas National Bank, N.A. | Lender | Yes (2 current active matters: 1023-00001, 1023-00001; 14 closed matters) | None | None | Cleared (informational matter noted — Section VI.B)
Pinnacle Credit Partners LLC | Co-lender | None | None | None | Cleared
Rivermark Capital Markets Inc. | Placement agent | None | None | None | Cleared
Northgate Specialty Insurance Co. | R&W insurer | None | None | None | Cleared
Sentinel D&O Underwriters Inc. | D&O insurer | None | None | None | Cleared
Blackthorn Advisory Group LLC | Financial advisor | None | None | None | Cleared
Halstead & Greer LLP | Target auditor | None | None | None | Cleared
Kendrick Thorne & Associates LLP | Fund admin | None | None | None | Cleared
Clearwater Environmental Consulting Inc. | Environmental consultant | None | None | None | Cleared
Breckenridge Sloane & Pratt LLP | Sponsor counsel | Noted (professional interactions in ordinary course) | N/A | None | Cleared
Ridgeway, Ashford & Malone PC | Target counsel | Noted (no significant interactions) | N/A | None | Cleared
Garvey Lennox LLP | Seller counsel | Noted (no significant interactions) | N/A | None | Cleared

MEMORANDUM

Record

Parties

Dates

Amounts