[sheet: Cover]

Field	Value
Document Title	Issues List / Term Sheet Comparison — Equity Purchase Agreement Key Terms vs. Ironside Capital Management LP Investment Parameters
Date	August 25, 2022
Prepared By	Theresa Kim, Lead Associate, Funds & Asset Management
Reviewed By	Pamela Cross, Responsible Partner; Nicholas Stern, Billing Partner
Client	Ironside Capital Management LP
Matter	ICM Cascadia Co-Invest, LP — Cascadia Renewables Holdings, Inc. Acquisition
Matter Number	1023-00001
Confidentiality	ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
Purpose	Comparison of EPA key terms (BSP draft dated August 20, 2022 with C&H mark-up) against Ironside's investment parameters and risk tolerances for co-investment vehicle participation
EPA Parties	Selling Shareholders (Timberline Growth Equity Fund III, LP; Weir Family Trust; Management Rollover Pool), Cascadia Renewables Holdings, Inc., and Cascadia Acquisition Corp.
Co-Invest Vehicle	ICM Cascadia Co-Invest, LP (28.57% of total equity; $300M commitment)
Fund IV	Meridian Infrastructure Partners Fund IV, LP (71.43% of total equity; $750M commitment)
Enterprise Value	$1,950,000,000
Equity Value	$1,050,000,000
Sponsor Counsel	Breckenridge Sloane & Pratt LLP (Charles A. Delacroix)
Target Counsel	Ridgeway, Ashford & Malone PC (Nina R. Castellano)
Seller Counsel (Timberline)	Garvey Lennox LLP (Steven F. Yun)

[sheet: Transaction Summary]

Parameter	Value	Notes / Source
Target	Cascadia Renewables Holdings, Inc.	Oregon corporation; HQ: 1100 SW Sixth Avenue, Suite 1800, Portland, OR 97204
Target Business	14 hydroelectric facilities, 6 wind farms, 3 water-treatment concessions (OR, WA, ID)	Long-term PPAs and municipal water-service contracts; weighted-average remaining life ~22 years
Target CEO	Jonathan M. Weir	Also trustee of Weir Family Trust (18% equity holder)
Target CFO	Sandra K. Llewellyn
Acquisition Type	100% equity acquisition via Cascadia Acquisition Corp. (Delaware)	Newly formed acquisition subsidiary
Enterprise Value	$1,950,000,000	Per EPA
Equity Value	$1,050,000,000	EV less $900M net debt
Net Debt	$900,000,000	Implied
FY 2021 Revenue	$487,000,000	Per Halstead & Greer LLP audit
FY 2021 EBITDA	$138,000,000	Per Halstead & Greer LLP audit
Implied EV/EBITDA	~14.1x	$1,950M ÷ $138M = 14.13x
Bull Run Filtration Project Concession Revenue	~$64,000,000 per annum	40-year concession from ~2018 with Portland Metropolitan Water District
Fund IV Equity Commitment	$750,000,000 (71.43%)	Meridian Infrastructure Partners Fund IV, LP
ICM Co-Invest Equity Commitment	$300,000,000 (28.57%)	ICM Cascadia Co-Invest, LP
Total Equity	$1,050,000,000	$750M + $300M
Senior Secured Term Loan	$975,000,000	Atlas National Bank, N.A. ($650M) + Pinnacle Credit Partners LLC ($325M)
Revolving Credit Facility	$150,000,000	Atlas National Bank (undrawn at close)
Total Sources	$2,025,000,000	$1,050M equity + $975M term loan
Total Uses	$2,025,000,000	$1,950M EV + $50M est. transaction costs + $25M WC escrow
Transaction Costs (est.)	$50,000,000
Working-Capital Adjustment Escrow	$25,000,000	Per EPA
R&W Insurance Limit	$195,000,000	10% of EV; Northgate Specialty Insurance Co., Policy No. NSW-RI-2022-09814
R&W Insurance Premium Deposit	$4,875,000	2.5% rate on $195M limit; paid Sept 2, 2022
Governing Law (EPA)	Delaware

Selling Shareholders	Timberline Growth Equity Fund III, LP (62%), Weir Family Trust (18%), Management Rollover Pool (20%; 50% rollover = 10% of total)
ICM Co-Invest Capital Called	$22,500,000	7.5% of $300M; single call August 15, 2022
ICM Co-Invest Unfunded	$277,500,000	$300M − $22.5M
Co-Invest Carried Interest	10% above 8% preferred return (compounded quarterly)	vs. 20% carry in Fund IV main partnership
Co-Invest Management Fee	0%	Per Side Letter dated July 29, 2022

[sheet: Representations & Warranties]

Issue #	Rep Category	EPA Provision	BSP Draft Term	Ironside Parameter / Risk Tolerance	Gap Analysis	C&H Comment / Recommendation	Risk Level	Status	Cross-Reference
1	Organization & Good Standing	Art. III, §3.01	Standard — Cascadia and each subsidiary duly organized and in good standing in jurisdiction of formation and each jurisdiction where required	Market; acceptable	No gap	Acceptable as drafted; confirm list of jurisdictions includes OR, WA, ID	Low	Resolved	DD Memo: Corporate Structure (Aug 8, 2022)
2	Authority & Enforceability	Art. III, §3.02	Standard — binding obligations enforceable in accordance with terms, subject to customary enforceability exceptions	Market; acceptable	No gap	Acceptable	Low	Resolved
3	Capitalization	Art. III, §3.03	Sellers represent as to ownership of Cascadia equity; cap table set forth in Schedule 3.03; no outstanding options/warrants except management rollover pool	Confirm clean cap table; management rollover pool at 20% with 50% rollover (10% of total) must be specifically scheduled	Verify rollover mechanics and anti-dilution	Ensure rollover pool participants individually identified in Schedule 3.03; confirm no drag-along issues with rolling management	Medium	Open	DD Memo: Corporate Structure (Aug 8, 2022)
4	Subsidiaries	Art. III, §3.04	Complete list of subsidiaries in Schedule 3.04; each duly organized; all equity interests owned free and clear of liens	Verify subsidiary structure matches DD findings; confirm no minority interests or JV complications	No significant gap; confirm completeness of subsidiary list	Cross-check Schedule 3.04 against corporate structure chart from DD; verify no undisclosed subsidiaries or JV interests	Low	Resolved	DD Memo: Corporate Structure (Aug 8, 2022)
5	Financial Statements	Art. III, §3.05	Audited financials for FY 2019–2021 and interim unaudited financials through June 30, 2022; prepared in accordance with GAAP consistently applied; present fairly in all material respects	FY 2021 revenue $487M, EBITDA $138M per Halstead & Greer audit; require bring-down to most recent practicable date	Request interim financials through latest month-end prior to closing	Request bring-down to within 30 days of closing; add specific rep that no material off-balance-sheet liabilities exist	Medium	Open	Summary DD Report (Sep 1, 2022)
6	No Undisclosed Liabilities	Art. III, §3.06	No liabilities except as reflected in financial statements or incurred in ordinary course since balance sheet date	Standard; acceptable with adequate disclosure schedules	No significant gap	Acceptable; verify adequacy of disclosure schedules	Low	Resolved
7	Absence of Certain Changes	Art. III, §3.07	Since December 31, 2021, no events that individually or in the aggregate have had or would reasonably be expected to have an MAE	Must be carefully calibrated with MAE definition; interim period changes should be fully disclosed	Confirm scope covers all material interim developments including Bull Run concession renegotiation notice	Verify disclosure of all interim period changes; ensure concession renegotiation notice is covered	Medium	Open	MAE Analysis — separate memo
8	Compliance with Laws	Art. III, §3.08	Cascadia and each subsidiary in compliance with all applicable laws in all material respects; no notice of violation received	Standard; acceptable. Must specifically address FERC, OPUC, and state environmental regulations	No significant gap	Acceptable; verify cross-reference to regulatory permits representation	Low	Resolved
9	No Conflicts / Consents	Art. III, §3.09	Execution and delivery of EPA does not conflict with organizational documents, material contracts, or applicable law; required consents listed in Schedule 3.09	Verify completeness of consent schedule; particularly concession agreements and PPAs requiring change-of-control consents	Critical — Bull Run concession may require consent from Portland Metropolitan Water District	Cross-reference with closing condition re: third-party consents; ensure all change-of-control triggers identified	Medium	Open	DD Memo: Material Contracts (Aug 22, 2022)
10	Material Contracts	Art. III, §3.10	All material contracts listed in Schedule 3.10; no breach or default; defined as contracts with annual value >$5M	Critical — must cover all PPAs, water concessions (esp. Bull Run at ~$64M/yr), municipal contracts, O&M agreements; $5M threshold acceptable given portfolio scale	Ensure Bull Run Filtration Project concession (40-year term, ~$64M annual revenue) specifically scheduled and that pending concession issues are disclosed	Add specific requirement to schedule all government contracts, concession agreements, and PPAs regardless of dollar threshold; flag Bull Run concession for enhanced disclosure given Portland Metropolitan Water District relationship	High	Open	DD Memo: Material Contracts (Aug 22, 2022)
11	Real Property	Art. III, §3.11	Fee-owned and leased real property listed in schedules; customary representations re: title, liens, condition	14 hydroelectric facilities, 6 wind farms, 3 water-treatment facilities — significant real property portfolio; require title insurance commitments	Verify easement and right-of-way coverage is comprehensive	Recommend title insurance for key properties; verify all FERC-licensed facility lands included	Medium	Open	DD Memo: Real Property (Aug 25, 2022)
12	Personal Property / Assets	Art. III, §3.12	Cascadia owns or has valid rights to use all assets necessary for the conduct of the business as currently conducted	Standard; acceptable for infrastructure portfolio	No significant gap	Acceptable; confirm adequacy for turbine and generation equipment	Low	Resolved
13	Environmental	Art. III, §3.13	Compliance with Environmental Laws; no pending or threatened actions; all permits current; Phase I and Phase II reports delivered	Zero tolerance for material unremediated contamination; require reliance on Clearwater Environmental Consulting Phase I/II reports	Confirm all 23 facilities covered by Phase I/II assessments; negotiate ability for co-invest to rely on Clearwater reports	Add right to rely on Clearwater Phase I/II reports; consider environmental indemnity escrow for identified issues; verify all facilities assessed	High	Open	DD Memo: Environmental (Aug 29, 2022)
14	Regulatory Compliance / Permits	Art. III, §3.14	All material permits and licenses held and in good standing; includes FERC licenses, state utility permits, water rights	Critical for infrastructure asset — FERC hydroelectric licenses and state utility permits are value drivers	Ensure FERC licenses specifically represented as transferable; address OPUC and Oregon regulatory requirements	Require specific schedule of FERC licenses with expiration dates and transferability confirmation; tie to FERC §203 approval condition	High	Open	DD Memo: Regulatory Permits (Aug 18, 2022)
15	Intellectual Property	Art. III, §3.15	Standard IP reps — ownership, no infringement, adequate licenses	Low risk area for infrastructure platform	No significant gap	Acceptable as drafted	Low	Resolved	DD Memo: IP (Aug 23, 2022)
16	Employment / Benefits	Art. III, §3.16	Employee census, benefit plans, no pending labor disputes, WARN Act compliance	~25 management members in rollover pool; verify CBA status; WARN Act analysis needed	Confirm number of employees across jurisdictions for WARN analysis; CBA review needed	Add specific rep re: management rollover pool terms; confirm no CBA obstacles to closing; WARN Act analysis in progress	Medium	Open	DD Memo: Employment (Aug 26, 2022)
17	Litigation	Art. III, §3.17	No pending or threatened actions, suits, or proceedings that would be material; scheduled exceptions	Verify current litigation profile; ensure Portland Water District concession dispute is NOT characterized as litigation but is fully disclosed	Confirm whether concession renegotiation notice triggers disclosure under this representation	Recommend carving the concession renegotiation out of litigation rep and addressing under Material Contracts or separate disclosure; monitor closely	Medium	Open	DD Memo: Litigation (Aug 19, 2022)
18	Tax	Art. III, §3.18	Standard tax reps — all returns filed, all taxes paid, no audits pending, no tax liens	Verify with Halstead & Greer; state tax positions in OR, WA, ID need specific attention	Confirm adequacy of tax reps across multi-state operations	Coordinate with Sylvia Hartwell (C&H Tax) and Halstead & Greer; request tax opinion or representation on material tax positions	Medium	Open	Tax Structuring Memo (Jul 20, 2022)
19	Insurance	Art. III, §3.19	All material insurance policies current and in force; no pending claims that would reduce coverage below policy limits	Standard; verify adequate coverage for infrastructure assets	No significant gap	Acceptable; cross-check with environmental and property insurance coverage	Low	Resolved
20	Absence of Changes (Interim Covenant)	Art. III, §3.20	Since balance sheet date, business conducted in ordinary course consistent with past practice; no material adverse change	Closely tied to MAE definition — critical given Bull Run concession issue	Must be carefully calibrated with MAE definition in §8.01	Tie to MAE analysis; ensure interim period operations covenant is comprehensive	High	Open	MAE Analysis — separate memo
21	Anti-Corruption / FCPA	Art. III, §3.21	Standard FCPA/anti-bribery reps — no payments to government officials; compliance policies in place	Standard; acceptable given domestic US operations primarily with municipal/state counterparties	No significant gap	Acceptable as drafted; verify scope covers municipal concession relationships	Low	Resolved
22	Related Party Transactions	Art. III, §3.22	All related party transactions disclosed in Schedule 3.22; Weir Family Trust relationships fully disclosed	Verify all Weir family and management relationships are disclosed; particular attention to any service agreements or leases with related parties	Confirm completeness of related party disclosure given CEO's dual role as Weir Family Trust trustee	Review Schedule 3.22 against DD findings; ensure all Weir family relationships disclosed including personal guarantees and management service arrangements	Medium	Open	DD Memo: Corporate Structure (Aug 8, 2022)
23	Brokers / Finders	Art. III, §3.23	No broker or finder entitled to fees in connection with transaction except Whitfield Bancorp LLC (seller's advisor)	Standard; acceptable — seller's advisor fees are seller's responsibility	No gap	Acceptable	Low	Resolved
24	Data Privacy / Cybersecurity	Art. III, §3.24	Compliance with applicable data privacy laws; no material data breaches in last 3 years; adequate cybersecurity measures in place	Standard for infrastructure company; low-risk area given limited consumer data	No significant gap	Acceptable; confirm scope covers SCADA and operational technology systems	Low	Resolved

[sheet: Indemnification]

Issue #	Indemnification Term	EPA Provision	BSP Draft Term	Ironside Parameter / Risk Tolerance	Gap Analysis	C&H Comment / Recommendation	Risk Level	Status	Cross-Reference
1	General Indemnification Cap	Art. VII, §7.02(a)	10% of enterprise value = $195,000,000	Matches R&W insurance coverage limit ($195M); acceptable if R&W insurance provides back-stop	Aligned with R&W insurance; confirm no gaps	Acceptable; coordinate with Northgate Specialty policy to ensure seamless coverage transition from contractual indemnity to insurance	Medium	Open	R&W Insurance Coverage Memo (Aug 31, 2022)
2	Fundamental Reps Cap	Art. VII, §7.02(b)	100% of equity purchase price (aggregate seller cap)	Market for fundamental reps (organization, authority, capitalization, tax, brokers)	No gap	Acceptable	Low	Resolved
3	Deductible / Basket	Art. VII, §7.03	Tipping basket: 1% of enterprise value = $19,500,000; once exceeded, recovery from dollar one	Ironside prefers first-dollar coverage above basket; 1% = $19.5M is market for this deal size	Acceptable threshold; confirm whether R&W insurance retention aligns	Verify R&W insurance retention amount aligns with or is lower than basket; negotiate if misaligned	Medium	Open	R&W Insurance Coverage Memo (Aug 31, 2022)
4	Mini-Basket / De Minimis	Art. VII, §7.03(b)	Individual claims below $250,000 do not count toward basket	Standard; acceptable	No gap	Acceptable	Low	Resolved
5	Survival — General Reps	Art. VII, §7.04(a)	18 months from closing	Ironside prefers 24 months; 18 months is within market range	Potential gap; negotiate upward if possible	Push for 24-month survival; if 18 months accepted, ensure R&W insurance policy period extends beyond	Medium	Open
6	Survival — Fundamental Reps	Art. VII, §7.04(b)	Full statute of limitations + 60 days	Market; acceptable	No gap	Acceptable	Low	Resolved
7	Survival — Tax Reps	Art. VII, §7.04(c)	Full statute of limitations + 60 days	Market; acceptable	No gap	Acceptable	Low	Resolved
8	Survival — Environmental Reps	Art. VII, §7.04(d)	36 months from closing	Ironside prefers full statute of limitations given infrastructure asset profile	Gap — 36 months may be insufficient for latent environmental claims	Push for extended survival (statute of limitations or at minimum 60 months) given 23-facility portfolio; coordinate with Clearwater Phase II findings	High	Open	DD Memo: Environmental (Aug 29, 2022)
9	Special Indemnity — Bull Run Concession	Art. VII, §7.05	BSP draft silent on specific indemnity for concession renegotiation risk	Ironside requires specific indemnity or escrow for potential revenue reduction from Bull Run concession renegotiation (~$64M/yr at risk)	Significant gap — no specific protection for known concession risk	Propose special indemnity for losses arising from Bull Run concession renegotiation with separate cap and extended survival; alternative: escrow mechanism	High	Open	DD Memo: Material Contracts (Aug 22, 2022)
10	R&W Insurance Interaction	Art. VII, §7.06	Buyer agrees to pursue R&W insurance before seeking contractual indemnity from sellers for covered reps	Standard for R&W-backed deals; acceptable provided policy has adequate coverage	Confirm policy exclusions do not create uncovered gaps between contractual indemnity limitations and R&W policy exclusions	Map EPA indemnification provisions against Northgate policy exclusions to identify coverage gaps; prepare gap analysis	High	Open	R&W Insurance Coverage Memo (Aug 31, 2022)
11	Co-Invest Allocation of Indemnification Rights	Art. VII, §7.07	Pro rata allocation between Fund IV (71.43%) and ICM Co-Invest (28.57%)	Ironside requires clear pro rata allocation; no joint and several exposure beyond its 28.57% share	Confirm no joint and several liability provisions that would expose ICM Co-Invest beyond its pro rata share	Ensure EPA and Co-Investment Allocation Agreement provide explicit pro rata cap on ICM Co-Invest indemnification exposure at 28.57%	High	Open	Reps & Warranties Risk Allocation Memo (Sep 2, 2022)
12	Exclusive Remedy	Art. VII, §7.08	Indemnification is exclusive post-closing remedy (except fraud)	Market; acceptable with fraud carve-out	No gap	Acceptable; confirm fraud carve-out is broadly defined	Low	Resolved
13	Indemnification Procedures — Notice Requirements	Art. VII, §7.09	Written notice of claim within 30 days of becoming aware; failure to provide timely notice does not waive right unless prejudicial to indemnifying party	Standard; acceptable — non-prejudicial late notice carve-out is important	No gap	Acceptable; ensure co-invest vehicle receives copies of all indemnification notices	Low	Resolved
14	Third-Party Claim Defense	Art. VII, §7.10	Indemnifying party has right to assume defense of third-party claims; buyer consent required for settlement involving non-monetary relief or admission of liability	Standard; acceptable with buyer consent requirement for non-monetary settlements	No gap	Acceptable; verify consent right extends to co-invest vehicle for claims disproportionately affecting co-invest	Low	Resolved
15	Mitigation Obligation	Art. VII, §7.11	Buyer has obligation to use commercially reasonable efforts to mitigate losses; insurance recoveries offset indemnification payments	Standard; acceptable — mitigation obligation should not be overly burdensome	Confirm mitigation standard is commercially reasonable (not best efforts)	Acceptable as drafted; verify insurance offset provisions do not create perverse incentives to delay insurance claims	Low	Resolved

[sheet: Closing Conditions]

Issue #	Closing Condition	EPA Provision	BSP Draft Term	Ironside Parameter / Risk Tolerance	Gap Analysis	C&H Comment / Recommendation	Risk Level	Current Status	Expected Timeline
1	FERC §203 Approval	Art. VI, §6.01(a)	Condition to all parties — receipt of FERC approval under Federal Power Act §203 for transfer of hydroelectric licenses	Critical condition; non-waivable for Ironside	No gap in condition itself; FERC Docket No. EC22-143-000; application to be filed Oct 19, 2022	Track FERC timeline; note 18-month lapse provision in FERC orders — if not closed within 18 months, approval lapses and must be re-filed	High	Application to be filed Oct 19, 2022	Expected review period 60–120 days
2	OPUC Approval	Art. VI, §6.01(b)	Condition to all parties — receipt of Oregon Public Utility Commission approval for transfer of utility assets	Critical condition; non-waivable	OPUC Docket No. UM-2287; application to be filed Oct 14, 2022	Track OPUC timeline; review precedent for similar infrastructure transfers in Oregon	High	Application to be filed Oct 14, 2022	Expected review period 90–180 days
3	CFIUS Clearance	Art. VI, §6.01(c)	Condition to all parties — CFIUS clearance or expiration of applicable review period	Standard for infrastructure assets; no foreign ownership issues identified	Voluntary notice recommended; no foreign ownership issues expected	Voluntary notice filed; expect acknowledgment by Sept 20, 2022; low risk of adverse finding	Low	Voluntary notice filed	30–45 day review expected
4	No Material Adverse Effect	Art. VI, §6.02(a)	Condition to buyer — no MAE shall have occurred since date of EPA	Critical; see MAE definition analysis (separate issue)	MAE definition must be carefully negotiated — see Reps & Warranties sheet, Issue #20, and separate MAE memo	Cross-reference MAE definition; ensure adequate carve-outs do not swallow the condition (particularly re: regulatory changes and concession renegotiation)	High	Open	N/A
5	Accuracy of Reps & Warranties (Bring-Down)	Art. VI, §6.02(b)	Condition to buyer — seller reps accurate in all material respects at closing (double-materiality scrub where reps are already qualified by materiality)	Standard; acceptable	No gap	Verify bring-down standard is appropriate; monitor for changes during interim period	Medium	Open	At closing
6	Compliance with Covenants	Art. VI, §6.02(c)	Condition to buyer — sellers have complied with all covenants in all material respects	Standard; acceptable	No gap	Acceptable	Low	Open	At closing
7	No Injunction	Art. VI, §6.03	Mutual condition — no law, order, or injunction prohibiting the transaction	Standard; acceptable	No gap	Acceptable	Low	Open	At closing
8	Financing Condition	Art. VI, §6.02(d)	Condition to buyer — receipt of debt financing on terms substantially consistent with commitment letter	Critical; debt commitment from Atlas National Bank ($650M) and Pinnacle Credit Partners ($325M); commitment letter executed Aug 30, 2022	Ironside requires certainty of financing; confirm SunGard/limited-conditionality provisions in commitment letter	Coordinate with debt commitment letter review; ensure financing condition in EPA is reverse-break-fee backstopped if financing fails for reasons not attributable to buyer	High	Commitment letter executed Aug 30, 2022	Commitment valid through Dec 31, 2022 (initial period)
9	Third-Party Consents	Art. VI, §6.02(e)	Condition to buyer — receipt of specified third-party consents (including counterparty consents under material PPAs and concession agreements)	May be challenging for Bull Run concession given renegotiation notice; verify which consents are closing conditions vs. post-closing covenants	Significant risk — if Bull Run concession counterparty withholds consent or conditions it on renegotiated terms	Identify all required third-party consents; assess risk of consent failure for Bull Run and other municipal contracts; consider whether consent requirement should be post-closing covenant for certain contracts	High	Open	Ongoing
10	Officer's Certificate	Art. VI, §6.02(f)	Condition to buyer — delivery of officer's certificate by Cascadia CEO and CFO certifying satisfaction of closing conditions	Standard; acceptable	No gap	Acceptable	Low	Open	At closing
11	R&W Insurance Policy	Art. VI, §6.02(g)	Condition to buyer — R&W insurance policy bound and in effect	Policy bound Sept 1, 2022 (Northgate Specialty Insurance Co.); $195M limit	Confirm policy will remain in effect through closing; address tolling if closing is delayed	Policy bound; monitor for any premium adjustments if closing delayed beyond initial coverage period	Medium	Bound Sept 1, 2022	In effect
12	Working Capital Escrow Funding	Art. VI, §6.02(h)	Condition to buyer — sellers to deposit $25M into escrow account at Atlas National Bank for working-capital adjustment	Standard; $25M escrow aligns with transaction summary	No gap	Acceptable; verify escrow agreement terms including release mechanics and dispute resolution	Low	Open	At closing
13	Idaho Public Utilities Commission Notification	Art. VI, §6.01(d)	Condition to all parties — filing of notification with Idaho PUC (no approval required; notification only for two Idaho wind farms)	Standard notification; lower regulatory risk than FERC/OPUC approvals	No gap; notification requirement only	File notification concurrently with FERC/OPUC applications; monitor for any Idaho PUC inquiry	Low	Open	To be filed Oct 14, 2022
14	HSR Act Clearance	Art. VI, §6.01(e)	Condition to all parties — expiration or early termination of HSR Act waiting period	Standard for deal above $101M threshold; filing expected promptly after signing	No antitrust concerns identified; expect early termination	File within 5 business days of signing; request early termination	Low	Open	30-day waiting period; early termination expected

[sheet: MAE Definition]

Issue #	MAE Component	EPA Provision	BSP Draft Language	Ironside Position	Gap Analysis	C&H Comment / Recommendation	Risk Level	Status
1	Core MAE Definition	§8.01(a)	Any event, change, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, results of operations, financial condition, or assets of Cascadia and its subsidiaries, taken as a whole	Standard formulation; acceptable	No gap on core definition	Acceptable; focus negotiation on carve-outs	Low	Resolved
2	General Economic Conditions Carve-Out	§8.01(a)(i)	Changes in general economic or business conditions (unless disproportionately affecting Cascadia relative to comparably situated companies)	Standard; acceptable with disproportionate-impact exception	Confirm disproportionate-impact exception is included	Acceptable with disproportionate-impact exception	Low	Resolved
3	Industry Conditions Carve-Out	§8.01(a)(ii)	Changes affecting the renewable energy or water infrastructure industry generally (unless disproportionately affecting Cascadia)	Standard; acceptable with disproportionate-impact exception	No gap	Acceptable	Low	Resolved
4	Regulatory/Legal Changes Carve-Out	§8.01(a)(iii)	Changes in applicable law or regulations (unless disproportionately affecting Cascadia)	Critical — Oregon SB 1567 (2022) cited by Portland Metropolitan Water District as basis for concession renegotiation	Must ensure that specific regulatory changes triggering the Bull Run concession renegotiation are NOT carved out, or that disproportionate-impact exception applies	Negotiate to exclude from carve-out any regulatory change that specifically and disproportionately affects Cascadia's concession agreements; alternative: add specific reference to Oregon SB 1567	High	Open
5	Pending Concession Renegotiation	§8.01(a)(vi) (proposed)	BSP draft does not address concession renegotiation specifically	Ironside requires either (a) specific exclusion of Bull Run renegotiation from MAE carve-outs, or (b) separate closing condition addressing concession status	Significant gap — concession renegotiation is known risk with ~$64M annual revenue impact (13.1% of FY 2021 revenue)	Propose specific provision that material adverse changes in terms of the Bull Run Filtration Project concession (or any concession representing >5% of revenue) are not carved out of MAE definition	High	Open
6	Transaction-Related Carve-Out	§8.01(a)(iv)	Effects arising from the announcement or pendency of the transaction	Standard; acceptable — prevents seller from arguing that customer/employee reactions to the deal itself constitute an MAE	No gap	Acceptable	Low	Resolved
7	Quantitative Threshold	§8.01(b) (proposed)	BSP draft does not include quantitative threshold for MAE	Ironside would benefit from quantitative guidance but acknowledges this is typically not included	No specific gap; market practice is qualitative standard	Do not propose quantitative threshold (unlikely to be accepted); instead focus on carve-out negotiations, particularly around concession risk	Low	Resolved
8	Force Majeure / Natural Disaster Carve-Out	§8.01(a)(v)	Changes arising from natural disasters, pandemics, acts of war, terrorism (unless disproportionately affecting Cascadia)	Standard; acceptable given Pacific Northwest natural disaster exposure (seismic, wildfire); disproportionate-impact exception critical	Confirm disproportionate-impact exception covers events affecting Cascadia's specific geographic concentrations (OR, WA, ID)	Acceptable with disproportionate-impact exception; monitor wildfire season risk during interim period given facility locations	Medium	Resolved
9	Seasonality / Weather Pattern Carve-Out	§8.01(a)(vii) (proposed)	BSP draft includes carve-out for variations in weather patterns affecting hydroelectric generation output	Ironside opposes broad weather carve-out — sustained drought would materially impair hydroelectric revenue (~60% of portfolio)	Gap — carve-out is overly broad; could mask material decline in hydroelectric output	Narrow weather carve-out to exclude only normal seasonal variations consistent with historical patterns; sustained drought or material water supply reduction should NOT be carved out	Medium	Open
10	Buyer Actions Carve-Out	§8.01(a)(viii)	Changes resulting from any action taken or omitted to be taken by buyer or its affiliates	Standard; acceptable	No gap	Acceptable	Low	Resolved

[sheet: Cover]
Field | Value
Document Title | Issues List / Term Sheet Comparison — Equity Purchase Agreement Key Terms vs. Ironside Capital Management LP Investment Parameters
Date | August 25, 2022
Prepared By | Theresa Kim, Lead Associate, Funds & Asset Management
Reviewed By | Pamela Cross, Responsible Partner; Nicholas Stern, Billing Partner
Client | Ironside Capital Management LP
Matter | ICM Cascadia Co-Invest, LP — Cascadia Renewables Holdings, Inc. Acquisition
Matter Number | 1023-00001
Confidentiality | ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
Purpose | Comparison of EPA key terms (BSP draft dated August 20, 2022 with C&H mark-up) against Ironside's investment parameters and risk tolerances for co-investment vehicle participation
EPA Parties | Selling Shareholders (Timberline Growth Equity Fund III, LP; Weir Family Trust; Management Rollover Pool), Cascadia Renewables Holdings, Inc., and Cascadia Acquisition Corp.
Co-Invest Vehicle | ICM Cascadia Co-Invest, LP (28.57% of total equity; $300M commitment)
Fund IV | Meridian Infrastructure Partners Fund IV, LP (71.43% of total equity; $750M commitment)
Enterprise Value | $1,950,000,000
Equity Value | $1,050,000,000
Sponsor Counsel | Breckenridge Sloane & Pratt LLP (Charles A. Delacroix)
Target Counsel | Ridgeway, Ashford & Malone PC (Nina R. Castellano)
Seller Counsel (Timberline) | Garvey Lennox LLP (Steven F. Yun)
[sheet: Transaction Summary]
Parameter | Value | Notes / Source
Target | Cascadia Renewables Holdings, Inc. | Oregon corporation; HQ: 1100 SW Sixth Avenue, Suite 1800, Portland, OR 97204
Target Business | 14 hydroelectric facilities, 6 wind farms, 3 water-treatment concessions (OR, WA, ID) | Long-term PPAs and municipal water-service contracts; weighted-average remaining life ~22 years
Target CEO | Jonathan M. Weir | Also trustee of Weir Family Trust (18% equity holder)
Target CFO | Sandra K. Llewellyn
Acquisition Type | 100% equity acquisition via Cascadia Acquisition Corp. (Delaware) | Newly formed acquisition subsidiary
Enterprise Value | $1,950,000,000 | Per EPA
Equity Value | $1,050,000,000 | EV less $900M net debt
Net Debt | $900,000,000 | Implied
FY 2021 Revenue | $487,000,000 | Per Halstead & Greer LLP audit
FY 2021 EBITDA | $138,000,000 | Per Halstead & Greer LLP audit
Implied EV/EBITDA | ~14.1x | $1,950M ÷ $138M = 14.13x
Bull Run Filtration Project Concession Revenue | ~$64,000,000 per annum | 40-year concession from ~2018 with Portland Metropolitan Water District
Fund IV Equity Commitment | $750,000,000 (71.43%) | Meridian Infrastructure Partners Fund IV, LP
ICM Co-Invest Equity Commitment | $300,000,000 (28.57%) | ICM Cascadia Co-Invest, LP
Total Equity | $1,050,000,000 | $750M + $300M
Senior Secured Term Loan | $975,000,000 | Atlas National Bank, N.A. ($650M) + Pinnacle Credit Partners LLC ($325M)
Revolving Credit Facility | $150,000,000 | Atlas National Bank (undrawn at close)
Total Sources | $2,025,000,000 | $1,050M equity + $975M term loan
Total Uses | $2,025,000,000 | $1,950M EV + $50M est. transaction costs + $25M WC escrow
Transaction Costs (est.) | $50,000,000
Working-Capital Adjustment Escrow | $25,000,000 | Per EPA
R&W Insurance Limit | $195,000,000 | 10% of EV; Northgate Specialty Insurance Co., Policy No. NSW-RI-2022-09814
R&W Insurance Premium Deposit | $4,875,000 | 2.5% rate on $195M limit; paid Sept 2, 2022
Governing Law (EPA) | Delaware
Selling Shareholders | Timberline Growth Equity Fund III, LP (62%), Weir Family Trust (18%), Management Rollover Pool (20%; 50% rollover = 10% of total)
ICM Co-Invest Capital Called | $22,500,000 | 7.5% of $300M; single call August 15, 2022
ICM Co-Invest Unfunded | $277,500,000 | $300M − $22.5M
Co-Invest Carried Interest | 10% above 8% preferred return (compounded quarterly) | vs. 20% carry in Fund IV main partnership
Co-Invest Management Fee | 0% | Per Side Letter dated July 29, 2022
[sheet: Representations & Warranties]
Issue # | Rep Category | EPA Provision | BSP Draft Term | Ironside Parameter / Risk Tolerance | Gap Analysis | C&H Comment / Recommendation | Risk Level | Status | Cross-Reference
1 | Organization & Good Standing | Art. III, §3.01 | Standard — Cascadia and each subsidiary duly organized and in good standing in jurisdiction of formation and each jurisdiction where required | Market; acceptable | No gap | Acceptable as drafted; confirm list of jurisdictions includes OR, WA, ID | Low | Resolved | DD Memo: Corporate Structure (Aug 8, 2022)
2 | Authority & Enforceability | Art. III, §3.02 | Standard — binding obligations enforceable in accordance with terms, subject to customary enforceability exceptions | Market; acceptable | No gap | Acceptable | Low | Resolved
3 | Capitalization | Art. III, §3.03 | Sellers represent as to ownership of Cascadia equity; cap table set forth in Schedule 3.03; no outstanding options/warrants except management rollover pool | Confirm clean cap table; management rollover pool at 20% with 50% rollover (10% of total) must be specifically scheduled | Verify rollover mechanics and anti-dilution | Ensure rollover pool participants individually identified in Schedule 3.03; confirm no drag-along issues with rolling management | Medium | Open | DD Memo: Corporate Structure (Aug 8, 2022)
4 | Subsidiaries | Art. III, §3.04 | Complete list of subsidiaries in Schedule 3.04; each duly organized; all equity interests owned free and clear of liens | Verify subsidiary structure matches DD findings; confirm no minority interests or JV complications | No significant gap; confirm completeness of subsidiary list | Cross-check Schedule 3.04 against corporate structure chart from DD; verify no undisclosed subsidiaries or JV interests | Low | Resolved | DD Memo: Corporate Structure (Aug 8, 2022)
5 | Financial Statements | Art. III, §3.05 | Audited financials for FY 2019–2021 and interim unaudited financials through June 30, 2022; prepared in accordance with GAAP consistently applied; present fairly in all material respects | FY 2021 revenue $487M, EBITDA $138M per Halstead & Greer audit; require bring-down to most recent practicable date | Request interim financials through latest month-end prior to closing | Request bring-down to within 30 days of closing; add specific rep that no material off-balance-sheet liabilities exist | Medium | Open | Summary DD Report (Sep 1, 2022)
6 | No Undisclosed Liabilities | Art. III, §3.06 | No liabilities except as reflected in financial statements or incurred in ordinary course since balance sheet date | Standard; acceptable with adequate disclosure schedules | No significant gap | Acceptable; verify adequacy of disclosure schedules | Low | Resolved
7 | Absence of Certain Changes | Art. III, §3.07 | Since December 31, 2021, no events that individually or in the aggregate have had or would reasonably be expected to have an MAE | Must be carefully calibrated with MAE definition; interim period changes should be fully disclosed | Confirm scope covers all material interim developments including Bull Run concession renegotiation notice | Verify disclosure of all interim period changes; ensure concession renegotiation notice is covered | Medium | Open | MAE Analysis — separate memo
8 | Compliance with Laws | Art. III, §3.08 | Cascadia and each subsidiary in compliance with all applicable laws in all material respects; no notice of violation received | Standard; acceptable. Must specifically address FERC, OPUC, and state environmental regulations | No significant gap | Acceptable; verify cross-reference to regulatory permits representation | Low | Resolved
9 | No Conflicts / Consents | Art. III, §3.09 | Execution and delivery of EPA does not conflict with organizational documents, material contracts, or applicable law; required consents listed in Schedule 3.09 | Verify completeness of consent schedule; particularly concession agreements and PPAs requiring change-of-control consents | Critical — Bull Run concession may require consent from Portland Metropolitan Water District | Cross-reference with closing condition re: third-party consents; ensure all change-of-control triggers identified | Medium | Open | DD Memo: Material Contracts (Aug 22, 2022)
10 | Material Contracts | Art. III, §3.10 | All material contracts listed in Schedule 3.10; no breach or default; defined as contracts with annual value >$5M | Critical — must cover all PPAs, water concessions (esp. Bull Run at ~$64M/yr), municipal contracts, O&M agreements; $5M threshold acceptable given portfolio scale | Ensure Bull Run Filtration Project concession (40-year term, ~$64M annual revenue) specifically scheduled and that pending concession issues are disclosed | Add specific requirement to schedule all government contracts, concession agreements, and PPAs regardless of dollar threshold; flag Bull Run concession for enhanced disclosure given Portland Metropolitan Water District relationship | High | Open | DD Memo: Material Contracts (Aug 22, 2022)
11 | Real Property | Art. III, §3.11 | Fee-owned and leased real property listed in schedules; customary representations re: title, liens, condition | 14 hydroelectric facilities, 6 wind farms, 3 water-treatment facilities — significant real property portfolio; require title insurance commitments | Verify easement and right-of-way coverage is comprehensive | Recommend title insurance for key properties; verify all FERC-licensed facility lands included | Medium | Open | DD Memo: Real Property (Aug 25, 2022)
12 | Personal Property / Assets | Art. III, §3.12 | Cascadia owns or has valid rights to use all assets necessary for the conduct of the business as currently conducted | Standard; acceptable for infrastructure portfolio | No significant gap | Acceptable; confirm adequacy for turbine and generation equipment | Low | Resolved
13 | Environmental | Art. III, §3.13 | Compliance with Environmental Laws; no pending or threatened actions; all permits current; Phase I and Phase II reports delivered | Zero tolerance for material unremediated contamination; require reliance on Clearwater Environmental Consulting Phase I/II reports | Confirm all 23 facilities covered by Phase I/II assessments; negotiate ability for co-invest to rely on Clearwater reports | Add right to rely on Clearwater Phase I/II reports; consider environmental indemnity escrow for identified issues; verify all facilities assessed | High | Open | DD Memo: Environmental (Aug 29, 2022)
14 | Regulatory Compliance / Permits | Art. III, §3.14 | All material permits and licenses held and in good standing; includes FERC licenses, state utility permits, water rights | Critical for infrastructure asset — FERC hydroelectric licenses and state utility permits are value drivers | Ensure FERC licenses specifically represented as transferable; address OPUC and Oregon regulatory requirements | Require specific schedule of FERC licenses with expiration dates and transferability confirmation; tie to FERC §203 approval condition | High | Open | DD Memo: Regulatory Permits (Aug 18, 2022)
15 | Intellectual Property | Art. III, §3.15 | Standard IP reps — ownership, no infringement, adequate licenses | Low risk area for infrastructure platform | No significant gap | Acceptable as drafted | Low | Resolved | DD Memo: IP (Aug 23, 2022)
16 | Employment / Benefits | Art. III, §3.16 | Employee census, benefit plans, no pending labor disputes, WARN Act compliance | ~25 management members in rollover pool; verify CBA status; WARN Act analysis needed | Confirm number of employees across jurisdictions for WARN analysis; CBA review needed | Add specific rep re: management rollover pool terms; confirm no CBA obstacles to closing; WARN Act analysis in progress | Medium | Open | DD Memo: Employment (Aug 26, 2022)
17 | Litigation | Art. III, §3.17 | No pending or threatened actions, suits, or proceedings that would be material; scheduled exceptions | Verify current litigation profile; ensure Portland Water District concession dispute is NOT characterized as litigation but is fully disclosed | Confirm whether concession renegotiation notice triggers disclosure under this representation | Recommend carving the concession renegotiation out of litigation rep and addressing under Material Contracts or separate disclosure; monitor closely | Medium | Open | DD Memo: Litigation (Aug 19, 2022)
18 | Tax | Art. III, §3.18 | Standard tax reps — all returns filed, all taxes paid, no audits pending, no tax liens | Verify with Halstead & Greer; state tax positions in OR, WA, ID need specific attention | Confirm adequacy of tax reps across multi-state operations | Coordinate with Sylvia Hartwell (C&H Tax) and Halstead & Greer; request tax opinion or representation on material tax positions | Medium | Open | Tax Structuring Memo (Jul 20, 2022)
19 | Insurance | Art. III, §3.19 | All material insurance policies current and in force; no pending claims that would reduce coverage below policy limits | Standard; verify adequate coverage for infrastructure assets | No significant gap | Acceptable; cross-check with environmental and property insurance coverage | Low | Resolved
20 | Absence of Changes (Interim Covenant) | Art. III, §3.20 | Since balance sheet date, business conducted in ordinary course consistent with past practice; no material adverse change | Closely tied to MAE definition — critical given Bull Run concession issue | Must be carefully calibrated with MAE definition in §8.01 | Tie to MAE analysis; ensure interim period operations covenant is comprehensive | High | Open | MAE Analysis — separate memo
21 | Anti-Corruption / FCPA | Art. III, §3.21 | Standard FCPA/anti-bribery reps — no payments to government officials; compliance policies in place | Standard; acceptable given domestic US operations primarily with municipal/state counterparties | No significant gap | Acceptable as drafted; verify scope covers municipal concession relationships | Low | Resolved
22 | Related Party Transactions | Art. III, §3.22 | All related party transactions disclosed in Schedule 3.22; Weir Family Trust relationships fully disclosed | Verify all Weir family and management relationships are disclosed; particular attention to any service agreements or leases with related parties | Confirm completeness of related party disclosure given CEO's dual role as Weir Family Trust trustee | Review Schedule 3.22 against DD findings; ensure all Weir family relationships disclosed including personal guarantees and management service arrangements | Medium | Open | DD Memo: Corporate Structure (Aug 8, 2022)
23 | Brokers / Finders | Art. III, §3.23 | No broker or finder entitled to fees in connection with transaction except Whitfield Bancorp LLC (seller's advisor) | Standard; acceptable — seller's advisor fees are seller's responsibility | No gap | Acceptable | Low | Resolved
24 | Data Privacy / Cybersecurity | Art. III, §3.24 | Compliance with applicable data privacy laws; no material data breaches in last 3 years; adequate cybersecurity measures in place | Standard for infrastructure company; low-risk area given limited consumer data | No significant gap | Acceptable; confirm scope covers SCADA and operational technology systems | Low | Resolved
25 | Water Rights | Art. III, §3.25 | All water rights necessary for hydroelectric and water-treatment operations are valid, in good standing, and transferable | Critical for 14 hydroelectric facilities and 3 water-treatment concessions; water rights are core asset value | Verify transferability of all water rights in OR, WA, ID; cross-reference with regulatory permits | Require specific schedule of water rights with permit numbers, volumes, expiration dates, and transferability status; coordinate with Clearwater Environmental on any contested water rights | High | Open | DD Memo: Regulatory Permits (Aug 18, 2022)
[sheet: Indemnification]
Issue # | Indemnification Term | EPA Provision | BSP Draft Term | Ironside Parameter / Risk Tolerance | Gap Analysis | C&H Comment / Recommendation | Risk Level | Status | Cross-Reference
1 | General Indemnification Cap | Art. VII, §7.02(a) | 10% of enterprise value = $195,000,000 | Matches R&W insurance coverage limit ($195M); acceptable if R&W insurance provides back-stop | Aligned with R&W insurance; confirm no gaps | Acceptable; coordinate with Northgate Specialty policy to ensure seamless coverage transition from contractual indemnity to insurance | Medium | Open | R&W Insurance Coverage Memo (Aug 31, 2022)
2 | Fundamental Reps Cap | Art. VII, §7.02(b) | 100% of equity purchase price (aggregate seller cap) | Market for fundamental reps (organization, authority, capitalization, tax, brokers) | No gap | Acceptable | Low | Resolved
3 | Deductible / Basket | Art. VII, §7.03 | Tipping basket: 1% of enterprise value = $19,500,000; once exceeded, recovery from dollar one | Ironside prefers first-dollar coverage above basket; 1% = $19.5M is market for this deal size | Acceptable threshold; confirm whether R&W insurance retention aligns | Verify R&W insurance retention amount aligns with or is lower than basket; negotiate if misaligned | Medium | Open | R&W Insurance Coverage Memo (Aug 31, 2022)
4 | Mini-Basket / De Minimis | Art. VII, §7.03(b) | Individual claims below $250,000 do not count toward basket | Standard; acceptable | No gap | Acceptable | Low | Resolved
5 | Survival — General Reps | Art. VII, §7.04(a) | 18 months from closing | Ironside prefers 24 months; 18 months is within market range | Potential gap; negotiate upward if possible | Push for 24-month survival; if 18 months accepted, ensure R&W insurance policy period extends beyond | Medium | Open
6 | Survival — Fundamental Reps | Art. VII, §7.04(b) | Full statute of limitations + 60 days | Market; acceptable | No gap | Acceptable | Low | Resolved
7 | Survival — Tax Reps | Art. VII, §7.04(c) | Full statute of limitations + 60 days | Market; acceptable | No gap | Acceptable | Low | Resolved
8 | Survival — Environmental Reps | Art. VII, §7.04(d) | 36 months from closing | Ironside prefers full statute of limitations given infrastructure asset profile | Gap — 36 months may be insufficient for latent environmental claims | Push for extended survival (statute of limitations or at minimum 60 months) given 23-facility portfolio; coordinate with Clearwater Phase II findings | High | Open | DD Memo: Environmental (Aug 29, 2022)
9 | Special Indemnity — Bull Run Concession | Art. VII, §7.05 | BSP draft silent on specific indemnity for concession renegotiation risk | Ironside requires specific indemnity or escrow for potential revenue reduction from Bull Run concession renegotiation (~$64M/yr at risk) | Significant gap — no specific protection for known concession risk | Propose special indemnity for losses arising from Bull Run concession renegotiation with separate cap and extended survival; alternative: escrow mechanism | High | Open | DD Memo: Material Contracts (Aug 22, 2022)
10 | R&W Insurance Interaction | Art. VII, §7.06 | Buyer agrees to pursue R&W insurance before seeking contractual indemnity from sellers for covered reps | Standard for R&W-backed deals; acceptable provided policy has adequate coverage | Confirm policy exclusions do not create uncovered gaps between contractual indemnity limitations and R&W policy exclusions | Map EPA indemnification provisions against Northgate policy exclusions to identify coverage gaps; prepare gap analysis | High | Open | R&W Insurance Coverage Memo (Aug 31, 2022)
11 | Co-Invest Allocation of Indemnification Rights | Art. VII, §7.07 | Pro rata allocation between Fund IV (71.43%) and ICM Co-Invest (28.57%) | Ironside requires clear pro rata allocation; no joint and several exposure beyond its 28.57% share | Confirm no joint and several liability provisions that would expose ICM Co-Invest beyond its pro rata share | Ensure EPA and Co-Investment Allocation Agreement provide explicit pro rata cap on ICM Co-Invest indemnification exposure at 28.57% | High | Open | Reps & Warranties Risk Allocation Memo (Sep 2, 2022)
12 | Exclusive Remedy | Art. VII, §7.08 | Indemnification is exclusive post-closing remedy (except fraud) | Market; acceptable with fraud carve-out | No gap | Acceptable; confirm fraud carve-out is broadly defined | Low | Resolved
13 | Indemnification Procedures — Notice Requirements | Art. VII, §7.09 | Written notice of claim within 30 days of becoming aware; failure to provide timely notice does not waive right unless prejudicial to indemnifying party | Standard; acceptable — non-prejudicial late notice carve-out is important | No gap | Acceptable; ensure co-invest vehicle receives copies of all indemnification notices | Low | Resolved
14 | Third-Party Claim Defense | Art. VII, §7.10 | Indemnifying party has right to assume defense of third-party claims; buyer consent required for settlement involving non-monetary relief or admission of liability | Standard; acceptable with buyer consent requirement for non-monetary settlements | No gap | Acceptable; verify consent right extends to co-invest vehicle for claims disproportionately affecting co-invest | Low | Resolved
15 | Mitigation Obligation | Art. VII, §7.11 | Buyer has obligation to use commercially reasonable efforts to mitigate losses; insurance recoveries offset indemnification payments | Standard; acceptable — mitigation obligation should not be overly burdensome | Confirm mitigation standard is commercially reasonable (not best efforts) | Acceptable as drafted; verify insurance offset provisions do not create perverse incentives to delay insurance claims | Low | Resolved
[sheet: Closing Conditions]
Issue # | Closing Condition | EPA Provision | BSP Draft Term | Ironside Parameter / Risk Tolerance | Gap Analysis | C&H Comment / Recommendation | Risk Level | Current Status | Expected Timeline
1 | FERC §203 Approval | Art. VI, §6.01(a) | Condition to all parties — receipt of FERC approval under Federal Power Act §203 for transfer of hydroelectric licenses | Critical condition; non-waivable for Ironside | No gap in condition itself; FERC Docket No. EC22-143-000; application to be filed Oct 19, 2022 | Track FERC timeline; note 18-month lapse provision in FERC orders — if not closed within 18 months, approval lapses and must be re-filed | High | Application to be filed Oct 19, 2022 | Expected review period 60–120 days
2 | OPUC Approval | Art. VI, §6.01(b) | Condition to all parties — receipt of Oregon Public Utility Commission approval for transfer of utility assets | Critical condition; non-waivable | OPUC Docket No. UM-2287; application to be filed Oct 14, 2022 | Track OPUC timeline; review precedent for similar infrastructure transfers in Oregon | High | Application to be filed Oct 14, 2022 | Expected review period 90–180 days
3 | CFIUS Clearance | Art. VI, §6.01(c) | Condition to all parties — CFIUS clearance or expiration of applicable review period | Standard for infrastructure assets; no foreign ownership issues identified | Voluntary notice recommended; no foreign ownership issues expected | Voluntary notice filed; expect acknowledgment by Sept 20, 2022; low risk of adverse finding | Low | Voluntary notice filed | 30–45 day review expected
4 | No Material Adverse Effect | Art. VI, §6.02(a) | Condition to buyer — no MAE shall have occurred since date of EPA | Critical; see MAE definition analysis (separate issue) | MAE definition must be carefully negotiated — see Reps & Warranties sheet, Issue #20, and separate MAE memo | Cross-reference MAE definition; ensure adequate carve-outs do not swallow the condition (particularly re: regulatory changes and concession renegotiation) | High | Open | N/A
5 | Accuracy of Reps & Warranties (Bring-Down) | Art. VI, §6.02(b) | Condition to buyer — seller reps accurate in all material respects at closing (double-materiality scrub where reps are already qualified by materiality) | Standard; acceptable | No gap | Verify bring-down standard is appropriate; monitor for changes during interim period | Medium | Open | At closing
6 | Compliance with Covenants | Art. VI, §6.02(c) | Condition to buyer — sellers have complied with all covenants in all material respects | Standard; acceptable | No gap | Acceptable | Low | Open | At closing
7 | No Injunction | Art. VI, §6.03 | Mutual condition — no law, order, or injunction prohibiting the transaction | Standard; acceptable | No gap | Acceptable | Low | Open | At closing
8 | Financing Condition | Art. VI, §6.02(d) | Condition to buyer — receipt of debt financing on terms substantially consistent with commitment letter | Critical; debt commitment from Atlas National Bank ($650M) and Pinnacle Credit Partners ($325M); commitment letter executed Aug 30, 2022 | Ironside requires certainty of financing; confirm SunGard/limited-conditionality provisions in commitment letter | Coordinate with debt commitment letter review; ensure financing condition in EPA is reverse-break-fee backstopped if financing fails for reasons not attributable to buyer | High | Commitment letter executed Aug 30, 2022 | Commitment valid through Dec 31, 2022 (initial period)
9 | Third-Party Consents | Art. VI, §6.02(e) | Condition to buyer — receipt of specified third-party consents (including counterparty consents under material PPAs and concession agreements) | May be challenging for Bull Run concession given renegotiation notice; verify which consents are closing conditions vs. post-closing covenants | Significant risk — if Bull Run concession counterparty withholds consent or conditions it on renegotiated terms | Identify all required third-party consents; assess risk of consent failure for Bull Run and other municipal contracts; consider whether consent requirement should be post-closing covenant for certain contracts | High | Open | Ongoing
10 | Officer's Certificate | Art. VI, §6.02(f) | Condition to buyer — delivery of officer's certificate by Cascadia CEO and CFO certifying satisfaction of closing conditions | Standard; acceptable | No gap | Acceptable | Low | Open | At closing
11 | R&W Insurance Policy | Art. VI, §6.02(g) | Condition to buyer — R&W insurance policy bound and in effect | Policy bound Sept 1, 2022 (Northgate Specialty Insurance Co.); $195M limit | Confirm policy will remain in effect through closing; address tolling if closing is delayed | Policy bound; monitor for any premium adjustments if closing delayed beyond initial coverage period | Medium | Bound Sept 1, 2022 | In effect
12 | Working Capital Escrow Funding | Art. VI, §6.02(h) | Condition to buyer — sellers to deposit $25M into escrow account at Atlas National Bank for working-capital adjustment | Standard; $25M escrow aligns with transaction summary | No gap | Acceptable; verify escrow agreement terms including release mechanics and dispute resolution | Low | Open | At closing
13 | Idaho Public Utilities Commission Notification | Art. VI, §6.01(d) | Condition to all parties — filing of notification with Idaho PUC (no approval required; notification only for two Idaho wind farms) | Standard notification; lower regulatory risk than FERC/OPUC approvals | No gap; notification requirement only | File notification concurrently with FERC/OPUC applications; monitor for any Idaho PUC inquiry | Low | Open | To be filed Oct 14, 2022
14 | HSR Act Clearance | Art. VI, §6.01(e) | Condition to all parties — expiration or early termination of HSR Act waiting period | Standard for deal above $101M threshold; filing expected promptly after signing | No antitrust concerns identified; expect early termination | File within 5 business days of signing; request early termination | Low | Open | 30-day waiting period; early termination expected
[sheet: MAE Definition]
Issue # | MAE Component | EPA Provision | BSP Draft Language | Ironside Position | Gap Analysis | C&H Comment / Recommendation | Risk Level | Status
1 | Core MAE Definition | §8.01(a) | Any event, change, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, results of operations, financial condition, or assets of Cascadia and its subsidiaries, taken as a whole | Standard formulation; acceptable | No gap on core definition | Acceptable; focus negotiation on carve-outs | Low | Resolved
2 | General Economic Conditions Carve-Out | §8.01(a)(i) | Changes in general economic or business conditions (unless disproportionately affecting Cascadia relative to comparably situated companies) | Standard; acceptable with disproportionate-impact exception | Confirm disproportionate-impact exception is included | Acceptable with disproportionate-impact exception | Low | Resolved
3 | Industry Conditions Carve-Out | §8.01(a)(ii) | Changes affecting the renewable energy or water infrastructure industry generally (unless disproportionately affecting Cascadia) | Standard; acceptable with disproportionate-impact exception | No gap | Acceptable | Low | Resolved
4 | Regulatory/Legal Changes Carve-Out | §8.01(a)(iii) | Changes in applicable law or regulations (unless disproportionately affecting Cascadia) | Critical — Oregon SB 1567 (2022) cited by Portland Metropolitan Water District as basis for concession renegotiation | Must ensure that specific regulatory changes triggering the Bull Run concession renegotiation are NOT carved out, or that disproportionate-impact exception applies | Negotiate to exclude from carve-out any regulatory change that specifically and disproportionately affects Cascadia's concession agreements; alternative: add specific reference to Oregon SB 1567 | High | Open
5 | Pending Concession Renegotiation | §8.01(a)(vi) (proposed) | BSP draft does not address concession renegotiation specifically | Ironside requires either (a) specific exclusion of Bull Run renegotiation from MAE carve-outs, or (b) separate closing condition addressing concession status | Significant gap — concession renegotiation is known risk with ~$64M annual revenue impact (13.1% of FY 2021 revenue) | Propose specific provision that material adverse changes in terms of the Bull Run Filtration Project concession (or any concession representing >5% of revenue) are not carved out of MAE definition | High | Open
6 | Transaction-Related Carve-Out | §8.01(a)(iv) | Effects arising from the announcement or pendency of the transaction | Standard; acceptable — prevents seller from arguing that customer/employee reactions to the deal itself constitute an MAE | No gap | Acceptable | Low | Resolved
7 | Quantitative Threshold | §8.01(b) (proposed) | BSP draft does not include quantitative threshold for MAE | Ironside would benefit from quantitative guidance but acknowledges this is typically not included | No specific gap; market practice is qualitative standard | Do not propose quantitative threshold (unlikely to be accepted); instead focus on carve-out negotiations, particularly around concession risk | Low | Resolved
8 | Force Majeure / Natural Disaster Carve-Out | §8.01(a)(v) | Changes arising from natural disasters, pandemics, acts of war, terrorism (unless disproportionately affecting Cascadia) | Standard; acceptable given Pacific Northwest natural disaster exposure (seismic, wildfire); disproportionate-impact exception critical | Confirm disproportionate-impact exception covers events affecting Cascadia's specific geographic concentrations (OR, WA, ID) | Acceptable with disproportionate-impact exception; monitor wildfire season risk during interim period given facility locations | Medium | Resolved
9 | Seasonality / Weather Pattern Carve-Out | §8.01(a)(vii) (proposed) | BSP draft includes carve-out for variations in weather patterns affecting hydroelectric generation output | Ironside opposes broad weather carve-out — sustained drought would materially impair hydroelectric revenue (~60% of portfolio) | Gap — carve-out is overly broad; could mask material decline in hydroelectric output | Narrow weather carve-out to exclude only normal seasonal variations consistent with historical patterns; sustained drought or material water supply reduction should NOT be carved out | Medium | Open
10 | Buyer Actions Carve-Out | §8.01(a)(viii) | Changes resulting from any action taken or omitted to be taken by buyer or its affiliates | Standard; acceptable | No gap | Acceptable | Low | Resolved

[sheet: Cover]

Record

Parties

Dates

Amounts