1023-00001
· Ironside Capital Management LP · Transaction Documents/EPA
epa-closing-conditions-checklist.xlsx
DOCUMENT
Funds
[sheet: Cover]
| Field | Value |
| Document Title | Closing Conditions Checklist — Equity Purchase Agreement |
| Transaction | Acquisition of 100% of the Equity of Cascadia Renewables Holdings, Inc. by Cascadia Acquisition Corp. |
| Prepared By | Calderwood & Harkness LLP |
| C&H Matter No. | 1023-00001 |
| Responsible Partner | Pamela Cross |
| Billing Partner | Nicholas Stern |
| Lead Associate | Theresa Kim |
| Working Associate | Owen Fischer |
| Client | Ironside Capital Management LP (as LP of ICM Cascadia Co-Invest, LP) |
| Client Contact | Renata Obasi, Senior Managing Director, Infrastructure |
| EPA Date | September 15, 2022 |
| EPA Parties — Sellers | Timberline Growth Equity Fund III, LP; Weir Family Trust; Management Rollover Pool |
| EPA Parties — Target | Cascadia Renewables Holdings, Inc. |
| EPA Parties — Buyer | Cascadia Acquisition Corp. (wholly owned by Meridian Infrastructure Partners Fund IV, LP and ICM Cascadia Co-Invest, LP) |
| Governing Law | Delaware |
| Enterprise Value | $1,950,000,000 |
| Equity Value (Est.) | $1,050,000,000 |
| Checklist Created | September 15, 2022 |
| Last Updated | November 15, 2024 |
| Current Status | Transaction Dormant; EPA Outside Date Expired December 31, 2023; Mutual Standstill in Effect (February 15, 2024) |
| CONFIDENTIAL | Attorney-Client Privileged / Attorney Work Product |
[sheet: Regulatory Approvals]
| Item No. | EPA Section | Closing Condition Description | Responsible Party | Regulatory Body | Docket / Reference No. | Filing Date | Approval Date | Conditions / Notes | Expiration / Lapse Date | Current Status | Last Updated |
| RA-1 | §6.01(a) | FERC §203 Approval — Transfer of hydroelectric licenses held by Cascadia and subsidiaries under Federal Power Act §203 | Buyer / Sellers jointly | Federal Energy Regulatory Commission (FERC) | EC22-143-000 | 2022-10-19 | 2022-12-15 | Approval received December 15, 2022, conditioned on license-transfer filings post-closing. Original 18-month lapse period extended by FERC staff letter to June 15, 2024. Approval lapsed June 15, 2024 — re-filing required if transaction reactivated. | 2024-06-15 | LAPSED — Re-filing required | 2024-11-15 |
| RA-2 | §6.01(b) | Oregon Public Utility Commission (OPUC) Approval — Transfer of utility assets in Oregon | Buyer / Sellers jointly | Oregon Public Utility Commission (OPUC) | UM-2287 | 2022-10-14 | Application filed October 14, 2022. Proceedings stayed at joint request of parties since February 2023. Remains pending and stayed as of last update. Must be un-stayed and adjudicated if transaction reactivated. | PENDING — Proceedings Stayed | 2024-11-15 | ||
| RA-3 | §6.01(c) | CFIUS Clearance — Voluntary notice under Section 721 of the Defense Production Act | Buyer | Committee on Foreign Investment in the United States (CFIUS) | N/A | 2022-09-15 | 2022-09-20 | Voluntary notice filed; no foreign ownership issues identified. Notice acknowledged September 20, 2022. No further action required. Clearance effectively received. | SATISFIED | 2022-09-20 | |
| RA-4 | §6.01(d) | HSR Act — Antitrust clearance (Hart-Scott-Rodino filing, if applicable) | Buyer / Sellers | Federal Trade Commission (FTC) / Department of Justice (DOJ) | N/A | Determined not applicable based on transaction structure and party characteristics. No HSR filing required. | NOT APPLICABLE | 2022-09-15 |
[sheet: Financing Conditions]
| Item No. | EPA Section | Closing Condition Description | Responsible Party | Counterparty / Provider | Commitment Amount | Execution / Effective Date | Expiration Date | Extension History | Conditions / Notes | Current Status | Last Updated |
| FC-1 | §6.02(a) | Senior Secured Term Loan — Debt commitment letter in full force and effect; conditions to funding satisfied or waived | Buyer (Cascadia Acquisition Corp.) | Atlas National Bank, N.A. (Lead Arranger / Admin Agent) and Pinnacle Credit Partners LLC (Co-Lender) | $975,000,000 | 2022-08-30 | 2023-10-31 | Original expiration: not specified in initial letter. Extended to April 30, 2023 (first extension), then to October 31, 2023 (second extension; extension fee of $2,437,500 = 0.25% × $975M paid by Meridian Fund IV on April 30, 2023). No further extension obtained. | Atlas share: $650,000,000; Pinnacle share: $325,000,000. Commitment letter expired October 31, 2023. New financing must be arranged if transaction reactivated. | EXPIRED — New commitment required | 2024-11-15 |
| FC-2 | §6.02(a) | Revolving Credit Facility — Commitment in full force and effect (undrawn at closing) | Buyer (Cascadia Acquisition Corp.) | Atlas National Bank, N.A. | $150,000,000 | 2022-08-30 | 2023-10-31 | Tied to term loan commitment letter; expired concurrently. | Facility to be undrawn at closing; available for post-closing working capital needs. | EXPIRED — New commitment required | 2024-11-15 |
| FC-3 | §6.02(b) | Equity Funding — Meridian Fund IV equity commitment funded at closing | Meridian Infrastructure Partners Fund IV, LP | Meridian Infrastructure GP IV LLC (GP of Fund IV) | $750,000,000 | 2022-07-29 | N/A — Fund IV commitment in place; subject to Fund IV LP Agreement terms. Fund IV is a $6.2 billion fund, vintage 2021. | Fund IV committed $750,000,000 (71.43% of total equity). Status of Fund IV commitment to be confirmed upon reactivation. | UNFUNDED — Commitment believed to remain in place per Co-Investment Allocation Agreement | 2024-11-15 | |
| FC-4 | §6.02(b) | Equity Funding — ICM Co-Invest equity commitment funded at closing | ICM Cascadia Co-Invest, LP | Ironside Capital Management LP (LP, 99.99%); Meridian Infrastructure GP IV LLC (GP, 0.01%) | $300,000,000 | 2022-07-29 | Capital called to date: $22,500,000 (August 15, 2022). Capital calls suspended January 9, 2023 (Material Impediment Event). Unfunded commitment: $277,500,000. | ICM Co-Invest committed $300,000,000 (28.57% of total equity). GP commitment: $30,000. LP commitment: $299,970,000. Vehicle dormant since January 9, 2023. Wind-down election right ripened July 9, 2024 — not yet exercised by Ironside. | PARTIALLY FUNDED / DORMANT — Capital call suspended | 2024-11-15 |
[sheet: Buyer Conditions]
| Item No. | EPA Section | Closing Condition Description | Condition Type | Responsible Party / Source | Required Deliverables | Status | Notes / Comments | Last Updated |
| BC-1 | §6.02(c) | Accuracy of Sellers' and Target's Representations and Warranties — Representations and warranties of Sellers and Target shall be true and correct as of signing and as of the closing date (subject to materiality / MAE qualifiers) | Bring-down | Timberline Growth Equity Fund III, LP; Weir Family Trust; Management Rollover Pool; Cascadia Renewables Holdings, Inc. | Officers' certificate from Target CEO (Jonathan M. Weir) and CFO (Sandra K. Llewellyn); certificate from each Seller | NOT YET DELIVERABLE — Transaction dormant | Representations include fundamental reps (organization, authority, capitalization) and business reps (financial statements, contracts, compliance, litigation, environmental, IP, tax, employees/benefits). To be assessed at closing. Bull Run concession renegotiation may impact accuracy of certain business representations. | 2024-11-15 |
| BC-2 | §6.02(d) | Performance of Sellers' and Target's Covenants — Sellers and Target shall have performed in all material respects all covenants required to be performed prior to or at closing | Covenant compliance | Sellers; Cascadia Renewables Holdings, Inc. | Officers' certificate; evidence of covenant compliance | NOT YET DELIVERABLE — Transaction dormant | Includes interim operating covenants (ordinary course operation of Cascadia business). Extended dormancy period creates heightened risk of covenant deviations — to be assessed upon reactivation. | 2024-11-15 |
| BC-3 | §6.02(e) | No Material Adverse Effect — Since the date of the EPA, no Material Adverse Effect shall have occurred with respect to Cascadia and its subsidiaries, taken as a whole | No-MAE condition | Cascadia Renewables Holdings, Inc. | Officers' certificate; bring-down due diligence | UNDER REVIEW — Key risk area | Portland Metropolitan Water District renegotiation of Bull Run Filtration Project concession (notice October 28, 2022) was the triggering event for dormancy. Bull Run annual revenue ~$64M vs. Cascadia total revenue $487M (FY 2021) = ~13.1% of revenue. Tentative concession framework reached June 30, 2024 — terms and economic impact under analysis (see C&H memo dated August 15, 2024). MAE analysis to be updated upon reactivation. | 2024-11-15 |
| BC-4 | §6.02(f) | No Legal Impediment — No order, injunction, decree, or law shall be in effect that restrains, enjoins, or prohibits the consummation of the transactions | Legal impediment | N/A — objective condition | Officers' certificates; legal opinion | BELIEVED SATISFIED — No known impediments | No known legal impediments as of last update. Oregon SB 1567 (2022) regulatory changes cited in concession renegotiation but do not directly prohibit the acquisition. | 2024-11-15 |
| BC-5 | §6.02(g) | Regulatory Approvals — All Required Regulatory Approvals shall have been obtained and remain in full force and effect | Regulatory | See Regulatory Approvals sheet | Copies of all approvals; evidence approvals remain in effect | NOT SATISFIED — FERC approval lapsed; OPUC pending/stayed | Cross-reference to Regulatory Approvals sheet. FERC lapsed June 15, 2024; OPUC stayed; CFIUS cleared. FERC re-filing and OPUC proceedings un-stay required. | 2024-11-15 |
| BC-6 | §6.02(h) | Third-Party Consents — All material third-party consents listed on Schedule 6.02(h) shall have been obtained | Third-party consents | Cascadia Renewables Holdings, Inc.; Sellers | Executed consents; evidence of delivery | PARTIALLY OBTAINED — Status to be confirmed on reactivation | Includes consents under power-purchase agreements, municipal water-service contracts, O&M agreements, and key vendor contracts. Some consents obtained prior to dormancy; status of remainder and any new consent requirements to be re-assessed. | 2024-11-15 |
| BC-7 | §6.02(i) | Financing Condition — The debt financing contemplated by the Debt Commitment Letter shall be available to be funded at closing on the terms set forth therein (or on terms no less favorable to Buyer) | Financing | Atlas National Bank, N.A.; Pinnacle Credit Partners LLC | Evidence of funding availability; credit agreement execution | NOT SATISFIED — Debt commitment expired October 31, 2023 | New financing must be arranged. See Financing Conditions sheet. | 2024-11-15 |
| BC-8 | §6.02(j) | R&W Insurance Policy — The R&W insurance policy shall be in full force and effect and bound on terms consistent with those in effect as of the EPA date | Insurance | Northgate Specialty Insurance Co. | Evidence of policy in force; confirmation from carrier | TOLLED — Coverage period tolled per Side Letter dated January 20, 2023 | Policy No. NSW-RI-2022-09814. Coverage limit: $195,000,000 (10% of EV). Premium deposit paid: $4,875,000 (2.5% × $195M). Policy bound September 1, 2022. Tolling Side Letter executed January 20, 2023. Reactivation of policy required upon transaction reactivation — carrier confirmation needed. | 2024-11-15 |
| BC-9 | §6.02(k) | Management Rollover — Management Rollover Pool participants shall have executed rollover agreements for 50% of their equity (10% of total Cascadia equity) into the acquisition structure | Rollover | Management Rollover Pool (~25 members) | Executed rollover agreements; updated cap table | NOT YET DELIVERABLE — Rollover commitment letters obtained pre-dormancy; binding rollover agreements to be executed at closing | Management holds 20% of Cascadia equity; expected to roll 50% (= 10% of total). Individual commitment letters obtained from key executives. Binding agreements to be executed at or prior to closing. | 2024-11-15 |
| BC-10 | §6.02(l) | Working-Capital Escrow — Establishment of $25,000,000 working-capital adjustment escrow account | Escrow | Buyer / Sellers | Executed escrow agreement; evidence of funding | NOT YET DELIVERABLE | Escrow to be funded from acquisition sources at closing. Escrow agent to be designated. | 2024-11-15 |
[sheet: Seller Conditions]
| Item No. | EPA Section | Closing Condition Description | Condition Type | Responsible Party / Source | Required Deliverables | Status | Notes / Comments | Last Updated |
| SC-1 | §6.03(a) | Accuracy of Buyer's Representations and Warranties — Representations and warranties of Buyer shall be true and correct as of signing and as of the closing date | Bring-down | Cascadia Acquisition Corp. | Officers' certificate from authorized officer of Buyer | NOT YET DELIVERABLE — Transaction dormant | Buyer reps include organization, authority, no conflicts, financing, and investment intent. | 2024-11-15 |
| SC-2 | §6.03(b) | Performance of Buyer's Covenants — Buyer shall have performed in all material respects all covenants required to be performed prior to or at closing | Covenant compliance | Cascadia Acquisition Corp.; Meridian Infrastructure Partners Fund IV, LP; ICM Cascadia Co-Invest, LP | Officers' certificate | NOT YET DELIVERABLE — Transaction dormant | Includes obligation to use reasonable best efforts to obtain financing and regulatory approvals. | 2024-11-15 |
| SC-3 | §6.03(c) | No Legal Impediment — No order, injunction, decree, or law shall be in effect restraining or prohibiting the transactions | Legal impediment | N/A — objective condition | Officers' certificates | BELIEVED SATISFIED — No known impediments | Same analysis as Buyer condition BC-4. | 2024-11-15 |
| SC-4 | §6.03(d) | Regulatory Approvals — All Required Regulatory Approvals shall have been obtained | Regulatory | See Regulatory Approvals sheet | Copies of approvals | NOT SATISFIED — Same status as BC-5 | Cross-reference to Regulatory Approvals sheet. | 2024-11-15 |
| SC-5 | §6.03(e) | Equity Funding Commitment — Evidence that equity funding commitments of Meridian Fund IV and ICM Co-Invest are available for funding at closing | Financing / equity | Meridian Infrastructure Partners Fund IV, LP; ICM Cascadia Co-Invest, LP | Equity commitment letters or equivalent confirmation | NOT YET DELIVERABLE — Co-Invest dormant; Fund IV status to be confirmed | Total equity required: $1,050,000,000 (Fund IV: $750M / 71.43%; ICM Co-Invest: $300M / 28.57%). | 2024-11-15 |
[sheet: Closing Deliverables — Buyer]
| Item No. | EPA Section | Deliverable Description | Delivering Party | Receiving Party | Form / Template Status | Execution Status | Notes | Last Updated |
| BD-1 | §2.02(a) | Aggregate Purchase Price — Wire transfer of immediately available funds in the amount of the purchase price to accounts designated by Sellers | Cascadia Acquisition Corp. | Timberline Growth Equity Fund III, LP (62%); Weir Family Trust (18%); Management Rollover Pool (net of rollover, 10%) | N/A | NOT YET DELIVERABLE | Total equity value $1,050,000,000. Pro rata among Sellers. Net of management rollover amounts. Funded from equity commitments and debt proceeds. | 2024-11-15 |
| BD-2 | §2.02(b) | Working-Capital Escrow Deposit — Funding of $25,000,000 escrow | Cascadia Acquisition Corp. | Escrow Agent (TBD) | Escrow agreement draft prepared | NOT YET DELIVERABLE | 2024-11-15 | |
| BD-3 | §2.03(a) | Buyer Officer's Certificate — Certificate as to satisfaction of Seller closing conditions | Cascadia Acquisition Corp. | Sellers | Form prepared | NOT YET DELIVERABLE | 2024-11-15 | |
| BD-4 | §2.03(b) | Secretary's Certificate — Buyer organizational documents, resolutions, incumbency | Cascadia Acquisition Corp. | Sellers | Form prepared | NOT YET DELIVERABLE | Must reflect current organizational structure of Cascadia Acquisition Corp. as wholly owned by Fund IV and ICM Co-Invest. | 2024-11-15 |
| BD-5 | §2.03(c) | Good Standing Certificate — Buyer (Delaware) | Cascadia Acquisition Corp. | Sellers | To be obtained from DE Secretary of State | NOT YET DELIVERABLE | 2024-11-15 | |
| BD-6 | §2.03(d) | Legal Opinion of Buyer's Counsel — Opinion of Breckenridge Sloane & Pratt LLP (Meridian counsel) as to Buyer authority, enforceability, etc. | Breckenridge Sloane & Pratt LLP (Charles A. Delacroix) | Sellers | Draft prepared pre-dormancy | NOT YET DELIVERABLE | C&H to also provide opinion letter on behalf of ICM Co-Invest if required. | 2024-11-15 |
| BD-7 | §2.03(e) | R&W Insurance Policy — Binder confirmation and evidence of policy in force | Northgate Specialty Insurance Co. | Sellers / Buyer | Policy bound September 1, 2022; tolled January 20, 2023 | TOLLED — Reactivation required | Policy No. NSW-RI-2022-09814. Coverage limit $195,000,000. | 2024-11-15 |
| BD-8 | §2.03(f) | Credit Agreement — Executed credit agreement consistent with Debt Commitment Letter | Atlas National Bank, N.A.; Pinnacle Credit Partners LLC; Cascadia Acquisition Corp. | All parties | Term sheet prepared; definitive agreement not finalized | NOT DELIVERABLE — Commitment expired | Senior secured term loan: $975M; Revolver: $150M. New financing required. | 2024-11-15 |
| BD-9 | §2.03(g) | Equity Commitment Letters or Certificates — Evidence of equity funding availability from Fund IV and ICM Co-Invest | Meridian Infrastructure Partners Fund IV, LP; ICM Cascadia Co-Invest, LP | Sellers | To be prepared upon reactivation | NOT YET DELIVERABLE | Fund IV: $750M; ICM Co-Invest: $300M. Co-Invest has $22.5M called / $277.5M unfunded. | 2024-11-15 |
| BD-10 | §2.03(h) | D&O Tail Insurance — Evidence of binding of D&O tail policy for Cascadia management | Sentinel Directors & Officers Underwriters Inc. | Cascadia management; Sellers | Policy terms negotiated pre-dormancy | NOT YET DELIVERABLE | Sentinel Directors & Officers Underwriters Inc., 101 Park Avenue, Suite 3200, New York, NY 10178. | 2024-11-15 |