[sheet: Cover]

Field	Value
Memorandum Title	Reactivation Checklist — Regulatory Refilings, Financing Refresh, and EPA Reinstatement
Prepared By	Calderwood & Harkness LLP
Matter Number	1023-00001
Date	October 1, 2024
Prepared For	Ironside Capital Management LP — Marcus J. Calloway (Founder & CIO) and Renata Obasi (Senior Managing Director, Infrastructure)
Lead Associate	Theresa Kim
Working Associate	Owen Fischer
Responsible Partner	Pamela Cross
Billing Partner	Nicholas Stern
Tax Specialist	Sylvia Hartwell
Classification	PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Re	ICM Cascadia Co-Invest, LP — Reactivation of Acquisition of Cascadia Renewables Holdings, Inc.
Client Entity	Ironside Capital Management LP, 590 Madison Avenue, 38th Floor, New York, NY 10022
Co-Investment Vehicle	ICM Cascadia Co-Invest, LP (EIN: 88-3921457; DE SOS File No. 7439218)
General Partner	Meridian Infrastructure GP IV LLC
Target	Cascadia Renewables Holdings, Inc. (Oregon corporation)
Enterprise Value (Agreed)	$1,950,000,000
Status	Dormant since January 9, 2023; reactivation under consideration following Meridian feasibility memo dated September 1, 2024

[sheet: Master Checklist]

Item No.	Workstream	Sub-Category	Action Item	Description / Detail	Responsible Party	Supporting Counsel	Estimated Timeline	Priority	Dependencies	Status	Notes / Reference Documents
1	Regulatory — FERC	FERC §203 Re-Filing	Prepare and file new FERC §203 application for transfer of Cascadia hydroelectric licenses	Prior FERC §203 approval (Docket No. EC22-143-000, received December 15, 2022) lapsed as of June 15, 2024 due to transaction not closing within extended 18-month period. New application required under Federal Power Act §203 for transfer of 14 hydroelectric facility licenses.	Meridian Infrastructure Partners LP / Breckenridge Sloane & Pratt LLP (Charles A. Delacroix)	Calderwood & Harkness LLP (review on behalf of ICM Co-Invest)	8–12 months from filing to approval	Critical	EPA reinstatement or replacement must be in progress; updated ownership structure required	Not Started	Prior docket: EC22-143-000; conditional approval included license-transfer filing requirements
2	Regulatory — FERC	FERC §203 Re-Filing	Update FERC application exhibits to reflect current ownership, financial statements, and any structural changes since original filing	Original filing dated October 19, 2022. Exhibits must be updated for any changes in Fund IV / Co-Invest allocation, Cascadia financials post-FY 2021, and revised concession framework.	Breckenridge Sloane & Pratt LLP	Calderwood & Harkness LLP	4–6 weeks (concurrent with application drafting)	Critical	Updated Cascadia financials from Halstead & Greer LLP; revised concession terms	Not Started
3	Regulatory — FERC	FERC §203 Re-Filing	Assess whether conditional requirements from prior approval carry forward or require fresh negotiation with FERC staff	Prior approval was conditioned on license-transfer filings; determine if same conditions apply or if new/additional conditions may be imposed	Breckenridge Sloane & Pratt LLP	Calderwood & Harkness LLP	2–4 weeks (preliminary assessment)	High	None	Not Started
4	Regulatory — OPUC	OPUC Proceedings Un-Stay	File joint motion to lift stay of OPUC proceedings (Docket No. UM-2287)	OPUC application filed October 14, 2022; proceedings stayed at joint request of parties since February 2023. Joint motion required from Cascadia Acquisition Corp. and Cascadia to reactivate.	Meridian / Breckenridge Sloane & Pratt LLP; Cascadia / Ridgeway, Ashford & Malone PC (Nina R. Castellano)	Calderwood & Harkness LLP (review)	2–4 weeks to file motion; 4–8 months for proceedings to conclude post-unstay	Critical	Requires cooperation of Cascadia and Selling Shareholders; EPA reinstatement or replacement	Not Started	Docket UM-2287
5	Regulatory — OPUC	OPUC Proceedings Un-Stay	Update OPUC application and supplemental filings to reflect revised concession terms, current financial position, and any changed circumstances	Tentative concession framework reached June 30, 2024 between Portland Metropolitan Water District and Cascadia; Bull Run Filtration Project terms may affect OPUC analysis	Breckenridge Sloane & Pratt LLP / Ridgeway, Ashford & Malone PC	Calderwood & Harkness LLP	4–6 weeks	High	Finalization of revised concession agreement	Not Started
6	Regulatory — CFIUS	CFIUS Confirmation	Confirm no new CFIUS filing required; assess whether prior clearance (acknowledged September 20, 2022) remains effective	Original voluntary notice filed with no foreign ownership issues identified. Confirm no material change in investor composition that would trigger new filing requirement.	Calderwood & Harkness LLP	2–3 weeks (assessment only)	Medium	None	Not Started	Prior clearance effective via notice process; no further action was required
7	Financing	New Debt Commitment	Engage lenders for new senior secured term loan and revolving credit facility	Prior commitment letter (Atlas National Bank, N.A. as lead arranger/admin agent; Pinnacle Credit Partners LLC as co-lender) expired October 31, 2023 without further extension. Original terms: $975M senior secured term loan (Atlas $650M, Pinnacle $325M) + $150M revolving credit facility. New commitment required; market terms may differ.	Meridian Infrastructure Partners LP / Blackthorn Advisory Group LLC (financial advisor)	Calderwood & Harkness LLP (co-invest structural protections); Breckenridge Sloane & Pratt LLP (lead)	3–6 months for commitment; additional 2–3 months for definitive documentation	Critical	EPA reinstatement or replacement; updated Cascadia financials and projections	Not Started	Prior extension fee was $2,437,500 (0.25% × $975M), paid by Fund IV
8	Financing	New Debt Commitment	Determine whether Atlas National Bank, N.A. and Pinnacle Credit Partners LLC remain willing lenders or whether new lender syndicate is needed	Initial outreach to prior lenders; assess appetite and indicative terms	Meridian / Blackthorn Advisory Group LLC	Breckenridge Sloane & Pratt LLP	4–6 weeks for preliminary indications	Critical	None	Not Started
9	Financing	New Debt Commitment	Negotiate co-invest structural protections in new credit agreement term sheet	Prior C&H comment letter (September 6, 2022) to Atlas (via BSP) requested equity cure rights, information covenants, and consent provisions affecting co-investment vehicle; similar protections needed in any new facility	Calderwood & Harkness LLP	Concurrent with credit agreement negotiation	High	Selection of lender(s)	Not Started
10	Financing	Cost Allocation	Determine allocation of new financing costs between Meridian Fund IV and ICM Co-Invest	Co-Investment Allocation Agreement (July 29, 2022) governs cost allocation: Fund IV 71.43% / ICM Co-Invest 28.57% of total equity. Verify applicability to refinancing costs.	Calderwood & Harkness LLP / Breckenridge Sloane & Pratt LLP	2–4 weeks	High	New debt commitment terms	Not Started
11	EPA	EPA Reinstatement or Replacement	Negotiate reinstatement of Equity Purchase Agreement or execution of replacement agreement	EPA (executed September 15, 2022) as amended three times (Nov 22, 2022; Mar 15, 2023; Jun 28, 2023) — third extended outside date expired December 31, 2023. Mutual Standstill and Preservation Agreement executed February 15, 2024 preserves transaction documents. Determine whether Fourth Amendment or entirely new EPA is more practical.	All EPA parties: Selling Shareholders (Timberline Growth Equity Fund III, LP / Hugh Callister; Weir Family Trust / Jonathan M. Weir; Management Rollover Pool), Cascadia Renewables Holdings, Inc. (CEO Jonathan M. Weir, CFO Sandra K. Llewellyn), Cascadia Acquisition Corp.	Calderwood & Harkness LLP (ICM Co-Invest); Breckenridge Sloane & Pratt LLP (Meridian/AcquisitionCo); Ridgeway, Ashford & Malone PC (Cascadia); Garvey Lennox LLP / Steven F. Yun (Timberline)	2–4 months for negotiation and execution	Critical	Revised valuation; revised concession terms; new financing commitment; regulatory re-filing status	Not Started	Governing law: Delaware
12	EPA	Valuation Reassessment	Reassess enterprise value in light of revised concession framework and passage of time	Original EV: $1,950,000,000 (implied EV/EBITDA ~14.1x on FY 2021 EBITDA of $138M). Bull Run concession annual revenue ~$64M (13.1% of $487M FY 2021 revenue) subject to revised terms under tentative framework reached June 30, 2024. Updated Cascadia financials needed from Halstead & Greer LLP.	Meridian / Blackthorn Advisory Group LLC; Ironside (Renata Obasi)	Calderwood & Harkness LLP (co-invest economic implications)	4–8 weeks	Critical	Finalized concession terms; updated Cascadia audited financials	Not Started
13	EPA	Representations and Warranties	Negotiate updated representations and warranties; reassess R&W allocation between Fund IV (71.43%) and ICM Co-Invest (28.57%)	Original R&W analysis (C&H memo September 2, 2022) must be refreshed. Disclosure schedules will require comprehensive update.	Calderwood & Harkness LLP / Breckenridge Sloane & Pratt LLP / Ridgeway, Ashford & Malone PC	Concurrent with EPA negotiation	High	Updated due diligence	Not Started
14	EPA	Closing Conditions	Update closing conditions checklist for new/revised EPA	Original checklist (September 15, 2022) must be updated for new regulatory filing timelines, new financing conditions, revised no-MAE condition, and any new third-party consents	Calderwood & Harkness LLP	2–4 weeks (initial draft); ongoing updates	High	EPA reinstatement/replacement terms	Not Started
15	EPA	Seller Engagement	Confirm continued willingness of Selling Shareholders to proceed	Timberline Growth Equity Fund III, LP (62%), Weir Family Trust (18%), Management Rollover Pool (20%, expected 50% rollover = 10% of total). Selling shareholders' counsel: Ridgeway, Ashford & Malone PC; Garvey Lennox LLP.	Meridian (David R. Hargreaves)	Breckenridge Sloane & Pratt LLP; Calderwood & Harkness LLP	2–4 weeks for initial indications	Critical	None	Not Started
16	Insurance — R&W	R&W Policy Reactivation	Negotiate reactivation of Northgate Specialty Insurance Co. R&W insurance policy	Policy No. NSW-RI-2022-09814; coverage limit $195M (10% of $1.95B EV); premium deposit $4,875,000 (2.5% rate on limit) paid September 2, 2022. Coverage period tolled per Side Letter dated January 20, 2023. Determine whether policy can be reactivated on existing terms or requires re-underwriting. Governing law: Connecticut.	Calderwood & Harkness LLP (drafted tolling side letter)	Breckenridge Sloane & Pratt LLP	4–8 weeks for Northgate assessment; additional time if re-underwriting required	High	EPA reinstatement/replacement; updated Cascadia disclosures	Not Started	If EV changes, coverage limit ($195M = 10% of EV) and premium will need adjustment
17	Insurance — R&W	R&W Policy Reactivation	Assess whether additional premium or revised terms required due to passage of time and changed risk profile	Over 2 years since policy originally bound. Changed circumstances include concession renegotiation, passage of time, updated financials.	Calderwood & Harkness LLP / Northgate Specialty Insurance Co.	Concurrent with reactivation negotiation	High	Northgate assessment	Not Started
18	Insurance — D&O	D&O Tail Policy	Confirm status of Sentinel Directors & Officers Underwriters Inc. D&O tail policy for Cascadia management	D&O tail policy arranged as part of original transaction. Confirm whether policy remains in force or requires renewal/replacement.	Breckenridge Sloane & Pratt LLP / Ridgeway, Ashford & Malone PC	Calderwood & Harkness LLP	2–4 weeks	Medium	None	Not Started	Sentinel D&O Underwriters Inc., 101 Park Avenue, Suite 3200, New York, NY 10178
19	Due Diligence	Updated Due Diligence	Conduct refreshed due diligence on Cascadia Renewables Holdings, Inc.	Original C&H due diligence completed August–September 2022 across 8 workstreams (corporate structure, material contracts, regulatory permits, real property, environmental, employment/benefits, litigation, IP). Over 2 years elapsed; comprehensive refresh required.	Calderwood & Harkness LLP (Theresa Kim, Owen Fischer)	Clearwater Environmental Consulting Inc. (environmental update); Halstead & Greer LLP (financial/audit update)	6–10 weeks	Critical	Cascadia cooperation; data room reopening	Not Started	Summary DD Report and Risk Matrix dated September 1, 2022 to be used as baseline
20	Due Diligence	Concession Update	Obtain and review final terms of revised Portland Metropolitan Water District concession agreement	Tentative framework reached June 30, 2024. Bull Run Filtration Project concession (40-year term from ~2018, annual revenue ~$64M) being renegotiated under Oregon SB 1567 (2022). Final terms required for updated diligence and valuation.	Cascadia / Ridgeway, Ashford & Malone PC	Calderwood & Harkness LLP	Dependent on Water District finalization — estimated 2–4 months	Critical	Water District and Cascadia agreement	Not Started
21	Due Diligence	Environmental Update	Commission updated Phase I/Phase II environmental assessments if required	Original reports by Clearwater Environmental Consulting Inc. (4800 Meadows Road, Suite 300, Lake Oswego, OR 97035). Assess whether update or reliance letter sufficient.	Clearwater Environmental Consulting Inc.	Calderwood & Harkness LLP	4–8 weeks if new reports needed	Medium	Scope determination	Not Started
22	Co-Invest Vehicle Governance	LP Agreement Review	Review LP Agreement provisions for reactivation; determine whether amendment required	LP Agreement of ICM Cascadia Co-Invest, LP (July 29, 2022). Material Impediment Event declared January 9, 2023 under §7.04. Reactivation would require GP (Meridian GP IV LLC) to lift suspension and issue new capital call(s). Ironside's wind-down election right under §7.04(c) ripened July 9, 2024 (18-month dormancy mark); Ironside has not exercised.	Calderwood & Harkness LLP	2–3 weeks	High	Ironside decision on wind-down vs. reactivation	Not Started	Governing law: Delaware
23	Co-Invest Vehicle Governance	Side Letter Review	Review Side Letter provisions (no management fee, MFN, reporting, wind-down rights) for reactivation implications	Side Letter between Ironside and Meridian GP IV LLC dated July 29, 2022. Confirm that co-invest economics remain as agreed: 0% management fee, 10% carried interest above 8% preferred return (compounded quarterly).	Calderwood & Harkness LLP	1–2 weeks	High	None	Not Started
24	Co-Invest Vehicle Governance	Capital Call Planning	Model anticipated capital calls for reactivation	Total commitment: $300,000,000. Capital called to date: $22,500,000 (7.5%). Unfunded commitment: $277,500,000. GP commitment: $30,000 (0.01%); LP commitment: $299,970,000 (99.99%). New call(s) needed for reactivation expenses, updated deposits, and ultimately closing equity contribution.	Calderwood & Harkness LLP / Kendrick Thorne & Associates LLP (fund admin)	2–4 weeks (initial modeling)	High	Updated transaction economics; revised EV if applicable	Not Started

25	Co-Invest Vehicle Governance	Co-Investment Allocation Agreement	Review and potentially amend Co-Investment Allocation Agreement if transaction economics change	Agreement dated July 29, 2022 between Fund IV (71.43% / $750M) and ICM Co-Invest (28.57% / $300M). If EV or equity split changes, allocation must be updated.	Calderwood & Harkness LLP / Breckenridge Sloane & Pratt LLP	Concurrent with EPA renegotiation	High	Revised EV and equity contribution amounts	Not Started
26	Co-Invest Vehicle Governance	Entity Compliance	Confirm ICM Cascadia Co-Invest, LP remains in good standing in Delaware	EIN: 88-3921457; DE SOS File No. 7439218. Annual compliance (franchise tax, annual report, registered agent: Cascade Systems, 160 Greentree Drive, Suite 101, Dover, DE 19904) maintained through dormancy per annual compliance memos (FY 2022, FY 2023).	Calderwood & Harkness LLP / Kendrick Thorne & Associates LLP	1–2 weeks (verification)	Medium	None	Not Started	FY 2024 compliance also to be confirmed
27	Co-Invest Vehicle Governance	Standstill Agreement	Assess whether Mutual Standstill and Preservation Agreement (February 15, 2024) needs to be terminated or amended upon reactivation	Agreement preserves transaction documents and provides framework for reactivation. Determine proper termination/transition mechanism.	Calderwood & Harkness LLP / Breckenridge Sloane & Pratt LLP	2–3 weeks	High	EPA reinstatement decision	Not Started
28	Tax	Updated Tax Analysis	Complete updated tax structuring analysis for reactivation scenario	Original tax analysis by Sylvia Hartwell (July 20, 2022). Updated memo dated October 20, 2024 in progress. Covers partnership classification, allocation provisions, carried interest characterization, state/local tax (Delaware, Oregon), UBTI, and implications of any structural changes.	Sylvia Hartwell (Calderwood & Harkness LLP) / Kendrick Thorne & Associates LLP	3–5 weeks	High	Revised transaction structure if any	Not Started
29	Tax	K-1 Preparation	Ensure tax year 2024 K-1 planning accounts for reactivation expenses and any change in vehicle activity	K-1 reviews completed for TY 2022 and TY 2023 (Sylvia Hartwell). Dormancy expenses treated as organizational/operating costs. Reactivation may trigger additional items.	Kendrick Thorne & Associates LLP / Sylvia Hartwell	Ongoing through tax season	Medium	Reactivation timing	Not Started
30	Financial	Sources and Uses Update	Prepare updated sources and uses table reflecting any changes to EV, equity contributions, financing terms, and transaction costs	Original S&U: Sources — $750M Fund IV + $300M ICM Co-Invest + $975M term loan = $2,025M. Uses — $1,950M EV + $50M txn costs + $25M WC escrow = $2,025M. All figures subject to revision.	Ironside (Renata Obasi) / Meridian (Lillian Fong, Graham Whitfield) / Blackthorn Advisory Group LLC	Calderwood & Harkness LLP	Concurrent with EPA and financing negotiations	Critical	Revised EV; new debt terms; updated cost estimates	Not Started
31	Financial	Dormancy Cost Reconciliation	Reconcile all dormancy-period expenses charged to the co-invest vehicle	Annualized dormancy operating expenses ~$185,000 (fund admin, registered agent, DE franchise tax, audit, K-1 preparation). Dormancy period: January 9, 2023 to reactivation date (~22+ months as of November 2024). Approximate total dormancy costs: ~$340,000+.	Kendrick Thorne & Associates LLP	Calderwood & Harkness LLP	2–3 weeks	Medium	None	Not Started
32	Financial	Capital Deployment Summary	Prepare summary of capital called ($22,500,000) and deployment to date	Single capital call August 15, 2022: $22,500,000 applied to organizational expenses ($285,000), placement-agent fee ($1,050,000 to Rivermark Capital Markets Inc.), R&W insurance deposit ($4,875,000 to Northgate Specialty), due-diligence costs and deposits ($12,790,000), working-capital reserve ($3,500,000). Reconciliation: $285K + $1,050K + $4,875K + $12,790K + $3,500K = $22,500K.	Calderwood & Harkness LLP / Kendrick Thorne & Associates LLP	1–2 weeks	Medium	None	Not Started
33	Acquisition Entity	Cascadia Acquisition Corp.	Confirm Cascadia Acquisition Corp. (Delaware corporation) remains in good standing and authorized to act	AcquisitionCo is wholly owned by Fund IV and ICM Co-Invest. Verify DE corporate compliance, registered agent, authorized officer(s).	Breckenridge Sloane & Pratt LLP	Calderwood & Harkness LLP	1–2 weeks	Medium	None	Not Started
34	Timeline	Overall Reactivation Timeline Estimate	Develop integrated timeline for all workstreams	Critical path items: (1) Seller/management re-engagement (2–4 weeks), (2) Concession finalization (2–4 months), (3) EPA reinstatement/replacement (2–4 months), (4) New financing commitment (3–6 months), (5) FERC §203 re-filing and approval (8–12 months), (6) OPUC proceedings (4–8 months after unstay). Estimated total timeline to close: 12–18 months from reactivation decision.	All parties	Calderwood & Harkness LLP (coordination for ICM)	See individual items	Critical	All workstreams	Not Started

[sheet: Regulatory Status Summary]

Regulatory Body	Approval Type	Docket / Reference No.	Original Filing Date	Approval Date	Current Status	Expiration / Lapse	Action Required for Reactivation	Estimated Re-Approval Timeline	Notes
Federal Energy Regulatory Commission (FERC)	§203 Transfer of Jurisdictional Facilities	EC22-143-000	2022-10-19	2022-12-15	Lapsed	Approval lapsed June 15, 2024 (18-month period as extended by FERC staff letter)	New §203 application required; full re-filing with updated exhibits	8–12 months from filing	Conditional approval originally included license-transfer filing requirements; 14 hydroelectric facilities affected
Oregon Public Utility Commission (OPUC)	Transfer of Utility Assets	UM-2287	2022-10-14	N/A — pending	Stayed	Proceedings stayed at joint request since February 2023; no expiration but application may be deemed stale	File joint motion to lift stay; update application and supplemental filings	4–8 months after proceedings resume	Revised concession framework (Bull Run Filtration Project) may affect OPUC analysis
Committee on Foreign Investment in the United States (CFIUS)	Voluntary Notice	N/A	Filed pre-September 20, 2022	Effective clearance September 20, 2022	Cleared — no further action required	N/A	Confirm no change in investor composition triggers new filing; likely no new filing needed	2–3 weeks for assessment only	No foreign ownership issues identified in original review

[sheet: Financing Status]

Facility	Lender(s)	Original Amount	Lender Split	Original Commitment Date	Extension(s)	Expiration Date	Extension Fee Paid	Current Status	Action Required	Notes
Senior Secured Term Loan	Atlas National Bank, N.A. (lead arranger/admin agent) and Pinnacle Credit Partners LLC (co-lender)	$975,000,000	Atlas: $650,000,000; Pinnacle: $325,000,000	2022-08-30	Extended once to October 31, 2023	2023-10-31	$2,437,500 (0.25% × $975M; paid by Meridian Fund IV)	Expired	New commitment required from existing or new lender syndicate; full re-negotiation of terms	Original governing law: New York
Revolving Credit Facility	Atlas National Bank, N.A.	$150,000,000	Atlas: $150,000,000	2022-08-30	Coterminous with term loan extension	2023-10-31	Included in term loan extension fee	Expired	New revolving facility to be negotiated alongside term loan	Undrawn at all times

[sheet: Insurance Status]

Policy Type	Carrier	Policy Number	Coverage Limit	Premium / Deposit Paid	Rate	Bound Date	Tolling / Suspension	Current Status	Governing Law	Action Required	Notes
Representations & Warranties Insurance	Northgate Specialty Insurance Co.	NSW-RI-2022-09814	$195,000,000	$4,875,000	2.5% of coverage limit	2022-09-01	Coverage period tolled per Side Letter dated January 20, 2023 (drafted by C&H)	Bound but tolled/suspended	Connecticut	Negotiate reactivation: determine if policy can resume on existing terms or re-underwriting required; if EV changes, coverage limit (10% of EV) and premium will require adjustment	Coverage limit = 10% × $1,950,000,000 EV; premium deposit paid September 2, 2022
D&O Tail Policy	Sentinel Directors & Officers Underwriters Inc.	Not specified	Not specified	Not specified	N/A	Arranged as part of original transaction	N/A	Status to be confirmed	N/A	Confirm policy remains in force for Cascadia management; determine if renewal or replacement needed	101 Park Avenue, Suite 3200, New York, NY 10178

[sheet: Capital Position]

Line Item	Amount	Percentage of Total Commitment	Date / Period	Notes
Total Committed Capital	$300,000,000	100.00%	July 29, 2022	Per LP Agreement; GP: $30,000 (0.01%); LP (Ironside): $299,970,000 (99.99%)
Capital Called — Call #1	$22,500,000	7.50%	August 15, 2022	Single capital call to date
Organizational Expenses	$285,000	0.10%	From Call #1 proceeds	Vehicle formation costs
Placement-Agent Fee (Rivermark Capital Markets Inc.)	$1,050,000	0.35%	Paid at first close, July 29, 2022	0.35% × $300M committed capital
R&W Insurance Premium Deposit (Northgate Specialty)	$4,875,000	1.63%	Paid September 2, 2022	2.5% × $195M coverage limit
Due-Diligence Costs and Deposits	$12,790,000	4.26%	From Call #1 proceeds	Environmental, legal, financial, and other DD costs
Working-Capital Reserve	$3,500,000	1.17%	From Call #1 proceeds	Vehicle operating reserve
Total Call #1 Proceeds Deployed	$22,500,000	7.50%	Reconciliation: $285K + $1,050K + $4,875K + $12,790K + $3,500K = $22,500K
Unfunded Commitment	$277,500,000	92.50%	As of October 1, 2024	$300M − $22.5M
Estimated Dormancy Operating Expenses (Annualized)	$185,000	0.06%	January 2023 – present	Fund admin (Kendrick Thorne & Associates LLP), registered agent, DE franchise tax, audit, K-1 preparation
Estimated Cumulative Dormancy Costs (Jan 2023 – Oct 2024, ~21 months)	$323,750	0.11%	January 9, 2023 – October 1, 2024	~$185,000 × (21/12)

[sheet: Cover]
Field | Value
Memorandum Title | Reactivation Checklist — Regulatory Refilings, Financing Refresh, and EPA Reinstatement
Prepared By | Calderwood & Harkness LLP
Matter Number | 1023-00001
Date | October 1, 2024
Prepared For | Ironside Capital Management LP — Marcus J. Calloway (Founder & CIO) and Renata Obasi (Senior Managing Director, Infrastructure)
Lead Associate | Theresa Kim
Working Associate | Owen Fischer
Responsible Partner | Pamela Cross
Billing Partner | Nicholas Stern
Tax Specialist | Sylvia Hartwell
Classification | PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Re | ICM Cascadia Co-Invest, LP — Reactivation of Acquisition of Cascadia Renewables Holdings, Inc.
Client Entity | Ironside Capital Management LP, 590 Madison Avenue, 38th Floor, New York, NY 10022
Co-Investment Vehicle | ICM Cascadia Co-Invest, LP (EIN: 88-3921457; DE SOS File No. 7439218)
General Partner | Meridian Infrastructure GP IV LLC
Target | Cascadia Renewables Holdings, Inc. (Oregon corporation)
Enterprise Value (Agreed) | $1,950,000,000
Status | Dormant since January 9, 2023; reactivation under consideration following Meridian feasibility memo dated September 1, 2024
[sheet: Master Checklist]
Item No. | Workstream | Sub-Category | Action Item | Description / Detail | Responsible Party | Supporting Counsel | Estimated Timeline | Priority | Dependencies | Status | Notes / Reference Documents
1 | Regulatory — FERC | FERC §203 Re-Filing | Prepare and file new FERC §203 application for transfer of Cascadia hydroelectric licenses | Prior FERC §203 approval (Docket No. EC22-143-000, received December 15, 2022) lapsed as of June 15, 2024 due to transaction not closing within extended 18-month period. New application required under Federal Power Act §203 for transfer of 14 hydroelectric facility licenses. | Meridian Infrastructure Partners LP / Breckenridge Sloane & Pratt LLP (Charles A. Delacroix) | Calderwood & Harkness LLP (review on behalf of ICM Co-Invest) | 8–12 months from filing to approval | Critical | EPA reinstatement or replacement must be in progress; updated ownership structure required | Not Started | Prior docket: EC22-143-000; conditional approval included license-transfer filing requirements
2 | Regulatory — FERC | FERC §203 Re-Filing | Update FERC application exhibits to reflect current ownership, financial statements, and any structural changes since original filing | Original filing dated October 19, 2022. Exhibits must be updated for any changes in Fund IV / Co-Invest allocation, Cascadia financials post-FY 2021, and revised concession framework. | Breckenridge Sloane & Pratt LLP | Calderwood & Harkness LLP | 4–6 weeks (concurrent with application drafting) | Critical | Updated Cascadia financials from Halstead & Greer LLP; revised concession terms | Not Started
3 | Regulatory — FERC | FERC §203 Re-Filing | Assess whether conditional requirements from prior approval carry forward or require fresh negotiation with FERC staff | Prior approval was conditioned on license-transfer filings; determine if same conditions apply or if new/additional conditions may be imposed | Breckenridge Sloane & Pratt LLP | Calderwood & Harkness LLP | 2–4 weeks (preliminary assessment) | High | None | Not Started
4 | Regulatory — OPUC | OPUC Proceedings Un-Stay | File joint motion to lift stay of OPUC proceedings (Docket No. UM-2287) | OPUC application filed October 14, 2022; proceedings stayed at joint request of parties since February 2023. Joint motion required from Cascadia Acquisition Corp. and Cascadia to reactivate. | Meridian / Breckenridge Sloane & Pratt LLP; Cascadia / Ridgeway, Ashford & Malone PC (Nina R. Castellano) | Calderwood & Harkness LLP (review) | 2–4 weeks to file motion; 4–8 months for proceedings to conclude post-unstay | Critical | Requires cooperation of Cascadia and Selling Shareholders; EPA reinstatement or replacement | Not Started | Docket UM-2287
5 | Regulatory — OPUC | OPUC Proceedings Un-Stay | Update OPUC application and supplemental filings to reflect revised concession terms, current financial position, and any changed circumstances | Tentative concession framework reached June 30, 2024 between Portland Metropolitan Water District and Cascadia; Bull Run Filtration Project terms may affect OPUC analysis | Breckenridge Sloane & Pratt LLP / Ridgeway, Ashford & Malone PC | Calderwood & Harkness LLP | 4–6 weeks | High | Finalization of revised concession agreement | Not Started
6 | Regulatory — CFIUS | CFIUS Confirmation | Confirm no new CFIUS filing required; assess whether prior clearance (acknowledged September 20, 2022) remains effective | Original voluntary notice filed with no foreign ownership issues identified. Confirm no material change in investor composition that would trigger new filing requirement. | Calderwood & Harkness LLP | 2–3 weeks (assessment only) | Medium | None | Not Started | Prior clearance effective via notice process; no further action was required
7 | Financing | New Debt Commitment | Engage lenders for new senior secured term loan and revolving credit facility | Prior commitment letter (Atlas National Bank, N.A. as lead arranger/admin agent; Pinnacle Credit Partners LLC as co-lender) expired October 31, 2023 without further extension. Original terms: $975M senior secured term loan (Atlas $650M, Pinnacle $325M) + $150M revolving credit facility. New commitment required; market terms may differ. | Meridian Infrastructure Partners LP / Blackthorn Advisory Group LLC (financial advisor) | Calderwood & Harkness LLP (co-invest structural protections); Breckenridge Sloane & Pratt LLP (lead) | 3–6 months for commitment; additional 2–3 months for definitive documentation | Critical | EPA reinstatement or replacement; updated Cascadia financials and projections | Not Started | Prior extension fee was $2,437,500 (0.25% × $975M), paid by Fund IV
8 | Financing | New Debt Commitment | Determine whether Atlas National Bank, N.A. and Pinnacle Credit Partners LLC remain willing lenders or whether new lender syndicate is needed | Initial outreach to prior lenders; assess appetite and indicative terms | Meridian / Blackthorn Advisory Group LLC | Breckenridge Sloane & Pratt LLP | 4–6 weeks for preliminary indications | Critical | None | Not Started
9 | Financing | New Debt Commitment | Negotiate co-invest structural protections in new credit agreement term sheet | Prior C&H comment letter (September 6, 2022) to Atlas (via BSP) requested equity cure rights, information covenants, and consent provisions affecting co-investment vehicle; similar protections needed in any new facility | Calderwood & Harkness LLP | Concurrent with credit agreement negotiation | High | Selection of lender(s) | Not Started
10 | Financing | Cost Allocation | Determine allocation of new financing costs between Meridian Fund IV and ICM Co-Invest | Co-Investment Allocation Agreement (July 29, 2022) governs cost allocation: Fund IV 71.43% / ICM Co-Invest 28.57% of total equity. Verify applicability to refinancing costs. | Calderwood & Harkness LLP / Breckenridge Sloane & Pratt LLP | 2–4 weeks | High | New debt commitment terms | Not Started
11 | EPA | EPA Reinstatement or Replacement | Negotiate reinstatement of Equity Purchase Agreement or execution of replacement agreement | EPA (executed September 15, 2022) as amended three times (Nov 22, 2022; Mar 15, 2023; Jun 28, 2023) — third extended outside date expired December 31, 2023. Mutual Standstill and Preservation Agreement executed February 15, 2024 preserves transaction documents. Determine whether Fourth Amendment or entirely new EPA is more practical. | All EPA parties: Selling Shareholders (Timberline Growth Equity Fund III, LP / Hugh Callister; Weir Family Trust / Jonathan M. Weir; Management Rollover Pool), Cascadia Renewables Holdings, Inc. (CEO Jonathan M. Weir, CFO Sandra K. Llewellyn), Cascadia Acquisition Corp. | Calderwood & Harkness LLP (ICM Co-Invest); Breckenridge Sloane & Pratt LLP (Meridian/AcquisitionCo); Ridgeway, Ashford & Malone PC (Cascadia); Garvey Lennox LLP / Steven F. Yun (Timberline) | 2–4 months for negotiation and execution | Critical | Revised valuation; revised concession terms; new financing commitment; regulatory re-filing status | Not Started | Governing law: Delaware
12 | EPA | Valuation Reassessment | Reassess enterprise value in light of revised concession framework and passage of time | Original EV: $1,950,000,000 (implied EV/EBITDA ~14.1x on FY 2021 EBITDA of $138M). Bull Run concession annual revenue ~$64M (13.1% of $487M FY 2021 revenue) subject to revised terms under tentative framework reached June 30, 2024. Updated Cascadia financials needed from Halstead & Greer LLP. | Meridian / Blackthorn Advisory Group LLC; Ironside (Renata Obasi) | Calderwood & Harkness LLP (co-invest economic implications) | 4–8 weeks | Critical | Finalized concession terms; updated Cascadia audited financials | Not Started
13 | EPA | Representations and Warranties | Negotiate updated representations and warranties; reassess R&W allocation between Fund IV (71.43%) and ICM Co-Invest (28.57%) | Original R&W analysis (C&H memo September 2, 2022) must be refreshed. Disclosure schedules will require comprehensive update. | Calderwood & Harkness LLP / Breckenridge Sloane & Pratt LLP / Ridgeway, Ashford & Malone PC | Concurrent with EPA negotiation | High | Updated due diligence | Not Started
14 | EPA | Closing Conditions | Update closing conditions checklist for new/revised EPA | Original checklist (September 15, 2022) must be updated for new regulatory filing timelines, new financing conditions, revised no-MAE condition, and any new third-party consents | Calderwood & Harkness LLP | 2–4 weeks (initial draft); ongoing updates | High | EPA reinstatement/replacement terms | Not Started
15 | EPA | Seller Engagement | Confirm continued willingness of Selling Shareholders to proceed | Timberline Growth Equity Fund III, LP (62%), Weir Family Trust (18%), Management Rollover Pool (20%, expected 50% rollover = 10% of total). Selling shareholders' counsel: Ridgeway, Ashford & Malone PC; Garvey Lennox LLP. | Meridian (David R. Hargreaves) | Breckenridge Sloane & Pratt LLP; Calderwood & Harkness LLP | 2–4 weeks for initial indications | Critical | None | Not Started
16 | Insurance — R&W | R&W Policy Reactivation | Negotiate reactivation of Northgate Specialty Insurance Co. R&W insurance policy | Policy No. NSW-RI-2022-09814; coverage limit $195M (10% of $1.95B EV); premium deposit $4,875,000 (2.5% rate on limit) paid September 2, 2022. Coverage period tolled per Side Letter dated January 20, 2023. Determine whether policy can be reactivated on existing terms or requires re-underwriting. Governing law: Connecticut. | Calderwood & Harkness LLP (drafted tolling side letter) | Breckenridge Sloane & Pratt LLP | 4–8 weeks for Northgate assessment; additional time if re-underwriting required | High | EPA reinstatement/replacement; updated Cascadia disclosures | Not Started | If EV changes, coverage limit ($195M = 10% of EV) and premium will need adjustment
17 | Insurance — R&W | R&W Policy Reactivation | Assess whether additional premium or revised terms required due to passage of time and changed risk profile | Over 2 years since policy originally bound. Changed circumstances include concession renegotiation, passage of time, updated financials. | Calderwood & Harkness LLP / Northgate Specialty Insurance Co. | Concurrent with reactivation negotiation | High | Northgate assessment | Not Started
18 | Insurance — D&O | D&O Tail Policy | Confirm status of Sentinel Directors & Officers Underwriters Inc. D&O tail policy for Cascadia management | D&O tail policy arranged as part of original transaction. Confirm whether policy remains in force or requires renewal/replacement. | Breckenridge Sloane & Pratt LLP / Ridgeway, Ashford & Malone PC | Calderwood & Harkness LLP | 2–4 weeks | Medium | None | Not Started | Sentinel D&O Underwriters Inc., 101 Park Avenue, Suite 3200, New York, NY 10178
19 | Due Diligence | Updated Due Diligence | Conduct refreshed due diligence on Cascadia Renewables Holdings, Inc. | Original C&H due diligence completed August–September 2022 across 8 workstreams (corporate structure, material contracts, regulatory permits, real property, environmental, employment/benefits, litigation, IP). Over 2 years elapsed; comprehensive refresh required. | Calderwood & Harkness LLP (Theresa Kim, Owen Fischer) | Clearwater Environmental Consulting Inc. (environmental update); Halstead & Greer LLP (financial/audit update) | 6–10 weeks | Critical | Cascadia cooperation; data room reopening | Not Started | Summary DD Report and Risk Matrix dated September 1, 2022 to be used as baseline
20 | Due Diligence | Concession Update | Obtain and review final terms of revised Portland Metropolitan Water District concession agreement | Tentative framework reached June 30, 2024. Bull Run Filtration Project concession (40-year term from ~2018, annual revenue ~$64M) being renegotiated under Oregon SB 1567 (2022). Final terms required for updated diligence and valuation. | Cascadia / Ridgeway, Ashford & Malone PC | Calderwood & Harkness LLP | Dependent on Water District finalization — estimated 2–4 months | Critical | Water District and Cascadia agreement | Not Started
21 | Due Diligence | Environmental Update | Commission updated Phase I/Phase II environmental assessments if required | Original reports by Clearwater Environmental Consulting Inc. (4800 Meadows Road, Suite 300, Lake Oswego, OR 97035). Assess whether update or reliance letter sufficient. | Clearwater Environmental Consulting Inc. | Calderwood & Harkness LLP | 4–8 weeks if new reports needed | Medium | Scope determination | Not Started
22 | Co-Invest Vehicle Governance | LP Agreement Review | Review LP Agreement provisions for reactivation; determine whether amendment required | LP Agreement of ICM Cascadia Co-Invest, LP (July 29, 2022). Material Impediment Event declared January 9, 2023 under §7.04. Reactivation would require GP (Meridian GP IV LLC) to lift suspension and issue new capital call(s). Ironside's wind-down election right under §7.04(c) ripened July 9, 2024 (18-month dormancy mark); Ironside has not exercised. | Calderwood & Harkness LLP | 2–3 weeks | High | Ironside decision on wind-down vs. reactivation | Not Started | Governing law: Delaware
23 | Co-Invest Vehicle Governance | Side Letter Review | Review Side Letter provisions (no management fee, MFN, reporting, wind-down rights) for reactivation implications | Side Letter between Ironside and Meridian GP IV LLC dated July 29, 2022. Confirm that co-invest economics remain as agreed: 0% management fee, 10% carried interest above 8% preferred return (compounded quarterly). | Calderwood & Harkness LLP | 1–2 weeks | High | None | Not Started
24 | Co-Invest Vehicle Governance | Capital Call Planning | Model anticipated capital calls for reactivation | Total commitment: $300,000,000. Capital called to date: $22,500,000 (7.5%). Unfunded commitment: $277,500,000. GP commitment: $30,000 (0.01%); LP commitment: $299,970,000 (99.99%). New call(s) needed for reactivation expenses, updated deposits, and ultimately closing equity contribution. | Calderwood & Harkness LLP / Kendrick Thorne & Associates LLP (fund admin) | 2–4 weeks (initial modeling) | High | Updated transaction economics; revised EV if applicable | Not Started
25 | Co-Invest Vehicle Governance | Co-Investment Allocation Agreement | Review and potentially amend Co-Investment Allocation Agreement if transaction economics change | Agreement dated July 29, 2022 between Fund IV (71.43% / $750M) and ICM Co-Invest (28.57% / $300M). If EV or equity split changes, allocation must be updated. | Calderwood & Harkness LLP / Breckenridge Sloane & Pratt LLP | Concurrent with EPA renegotiation | High | Revised EV and equity contribution amounts | Not Started
26 | Co-Invest Vehicle Governance | Entity Compliance | Confirm ICM Cascadia Co-Invest, LP remains in good standing in Delaware | EIN: 88-3921457; DE SOS File No. 7439218. Annual compliance (franchise tax, annual report, registered agent: Cascade Systems, 160 Greentree Drive, Suite 101, Dover, DE 19904) maintained through dormancy per annual compliance memos (FY 2022, FY 2023). | Calderwood & Harkness LLP / Kendrick Thorne & Associates LLP | 1–2 weeks (verification) | Medium | None | Not Started | FY 2024 compliance also to be confirmed
27 | Co-Invest Vehicle Governance | Standstill Agreement | Assess whether Mutual Standstill and Preservation Agreement (February 15, 2024) needs to be terminated or amended upon reactivation | Agreement preserves transaction documents and provides framework for reactivation. Determine proper termination/transition mechanism. | Calderwood & Harkness LLP / Breckenridge Sloane & Pratt LLP | 2–3 weeks | High | EPA reinstatement decision | Not Started
28 | Tax | Updated Tax Analysis | Complete updated tax structuring analysis for reactivation scenario | Original tax analysis by Sylvia Hartwell (July 20, 2022). Updated memo dated October 20, 2024 in progress. Covers partnership classification, allocation provisions, carried interest characterization, state/local tax (Delaware, Oregon), UBTI, and implications of any structural changes. | Sylvia Hartwell (Calderwood & Harkness LLP) / Kendrick Thorne & Associates LLP | 3–5 weeks | High | Revised transaction structure if any | Not Started
29 | Tax | K-1 Preparation | Ensure tax year 2024 K-1 planning accounts for reactivation expenses and any change in vehicle activity | K-1 reviews completed for TY 2022 and TY 2023 (Sylvia Hartwell). Dormancy expenses treated as organizational/operating costs. Reactivation may trigger additional items. | Kendrick Thorne & Associates LLP / Sylvia Hartwell | Ongoing through tax season | Medium | Reactivation timing | Not Started
30 | Financial | Sources and Uses Update | Prepare updated sources and uses table reflecting any changes to EV, equity contributions, financing terms, and transaction costs | Original S&U: Sources — $750M Fund IV + $300M ICM Co-Invest + $975M term loan = $2,025M. Uses — $1,950M EV + $50M txn costs + $25M WC escrow = $2,025M. All figures subject to revision. | Ironside (Renata Obasi) / Meridian (Lillian Fong, Graham Whitfield) / Blackthorn Advisory Group LLC | Calderwood & Harkness LLP | Concurrent with EPA and financing negotiations | Critical | Revised EV; new debt terms; updated cost estimates | Not Started
31 | Financial | Dormancy Cost Reconciliation | Reconcile all dormancy-period expenses charged to the co-invest vehicle | Annualized dormancy operating expenses ~$185,000 (fund admin, registered agent, DE franchise tax, audit, K-1 preparation). Dormancy period: January 9, 2023 to reactivation date (~22+ months as of November 2024). Approximate total dormancy costs: ~$340,000+. | Kendrick Thorne & Associates LLP | Calderwood & Harkness LLP | 2–3 weeks | Medium | None | Not Started
32 | Financial | Capital Deployment Summary | Prepare summary of capital called ($22,500,000) and deployment to date | Single capital call August 15, 2022: $22,500,000 applied to organizational expenses ($285,000), placement-agent fee ($1,050,000 to Rivermark Capital Markets Inc.), R&W insurance deposit ($4,875,000 to Northgate Specialty), due-diligence costs and deposits ($12,790,000), working-capital reserve ($3,500,000). Reconciliation: $285K + $1,050K + $4,875K + $12,790K + $3,500K = $22,500K. | Calderwood & Harkness LLP / Kendrick Thorne & Associates LLP | 1–2 weeks | Medium | None | Not Started
33 | Acquisition Entity | Cascadia Acquisition Corp. | Confirm Cascadia Acquisition Corp. (Delaware corporation) remains in good standing and authorized to act | AcquisitionCo is wholly owned by Fund IV and ICM Co-Invest. Verify DE corporate compliance, registered agent, authorized officer(s). | Breckenridge Sloane & Pratt LLP | Calderwood & Harkness LLP | 1–2 weeks | Medium | None | Not Started
34 | Timeline | Overall Reactivation Timeline Estimate | Develop integrated timeline for all workstreams | Critical path items: (1) Seller/management re-engagement (2–4 weeks), (2) Concession finalization (2–4 months), (3) EPA reinstatement/replacement (2–4 months), (4) New financing commitment (3–6 months), (5) FERC §203 re-filing and approval (8–12 months), (6) OPUC proceedings (4–8 months after unstay). Estimated total timeline to close: 12–18 months from reactivation decision. | All parties | Calderwood & Harkness LLP (coordination for ICM) | See individual items | Critical | All workstreams | Not Started
[sheet: Regulatory Status Summary]
Regulatory Body | Approval Type | Docket / Reference No. | Original Filing Date | Approval Date | Current Status | Expiration / Lapse | Action Required for Reactivation | Estimated Re-Approval Timeline | Notes
Federal Energy Regulatory Commission (FERC) | §203 Transfer of Jurisdictional Facilities | EC22-143-000 | 2022-10-19 | 2022-12-15 | Lapsed | Approval lapsed June 15, 2024 (18-month period as extended by FERC staff letter) | New §203 application required; full re-filing with updated exhibits | 8–12 months from filing | Conditional approval originally included license-transfer filing requirements; 14 hydroelectric facilities affected
Oregon Public Utility Commission (OPUC) | Transfer of Utility Assets | UM-2287 | 2022-10-14 | N/A — pending | Stayed | Proceedings stayed at joint request since February 2023; no expiration but application may be deemed stale | File joint motion to lift stay; update application and supplemental filings | 4–8 months after proceedings resume | Revised concession framework (Bull Run Filtration Project) may affect OPUC analysis
Committee on Foreign Investment in the United States (CFIUS) | Voluntary Notice | N/A | Filed pre-September 20, 2022 | Effective clearance September 20, 2022 | Cleared — no further action required | N/A | Confirm no change in investor composition triggers new filing; likely no new filing needed | 2–3 weeks for assessment only | No foreign ownership issues identified in original review
[sheet: Financing Status]
Facility | Lender(s) | Original Amount | Lender Split | Original Commitment Date | Extension(s) | Expiration Date | Extension Fee Paid | Current Status | Action Required | Notes
Senior Secured Term Loan | Atlas National Bank, N.A. (lead arranger/admin agent) and Pinnacle Credit Partners LLC (co-lender) | $975,000,000 | Atlas: $650,000,000; Pinnacle: $325,000,000 | 2022-08-30 | Extended once to October 31, 2023 | 2023-10-31 | $2,437,500 (0.25% × $975M; paid by Meridian Fund IV) | Expired | New commitment required from existing or new lender syndicate; full re-negotiation of terms | Original governing law: New York
Revolving Credit Facility | Atlas National Bank, N.A. | $150,000,000 | Atlas: $150,000,000 | 2022-08-30 | Coterminous with term loan extension | 2023-10-31 | Included in term loan extension fee | Expired | New revolving facility to be negotiated alongside term loan | Undrawn at all times
[sheet: Insurance Status]
Policy Type | Carrier | Policy Number | Coverage Limit | Premium / Deposit Paid | Rate | Bound Date | Tolling / Suspension | Current Status | Governing Law | Action Required | Notes
Representations & Warranties Insurance | Northgate Specialty Insurance Co. | NSW-RI-2022-09814 | $195,000,000 | $4,875,000 | 2.5% of coverage limit | 2022-09-01 | Coverage period tolled per Side Letter dated January 20, 2023 (drafted by C&H) | Bound but tolled/suspended | Connecticut | Negotiate reactivation: determine if policy can resume on existing terms or re-underwriting required; if EV changes, coverage limit (10% of EV) and premium will require adjustment | Coverage limit = 10% × $1,950,000,000 EV; premium deposit paid September 2, 2022
D&O Tail Policy | Sentinel Directors & Officers Underwriters Inc. | Not specified | Not specified | Not specified | N/A | Arranged as part of original transaction | N/A | Status to be confirmed | N/A | Confirm policy remains in force for Cascadia management; determine if renewal or replacement needed | 101 Park Avenue, Suite 3200, New York, NY 10178
[sheet: Capital Position]
Line Item | Amount | Percentage of Total Commitment | Date / Period | Notes
Total Committed Capital | $300,000,000 | 100.00% | July 29, 2022 | Per LP Agreement; GP: $30,000 (0.01%); LP (Ironside): $299,970,000 (99.99%)
Capital Called — Call #1 | $22,500,000 | 7.50% | August 15, 2022 | Single capital call to date
Organizational Expenses | $285,000 | 0.10% | From Call #1 proceeds | Vehicle formation costs
Placement-Agent Fee (Rivermark Capital Markets Inc.) | $1,050,000 | 0.35% | Paid at first close, July 29, 2022 | 0.35% × $300M committed capital
R&W Insurance Premium Deposit (Northgate Specialty) | $4,875,000 | 1.63% | Paid September 2, 2022 | 2.5% × $195M coverage limit
Due-Diligence Costs and Deposits | $12,790,000 | 4.26% | From Call #1 proceeds | Environmental, legal, financial, and other DD costs
Working-Capital Reserve | $3,500,000 | 1.17% | From Call #1 proceeds | Vehicle operating reserve
Total Call #1 Proceeds Deployed | $22,500,000 | 7.50% | Reconciliation: $285K + $1,050K + $4,875K + $12,790K + $3,500K = $22,500K
Unfunded Commitment | $277,500,000 | 92.50% | As of October 1, 2024 | $300M − $22.5M
Estimated Dormancy Operating Expenses (Annualized) | $185,000 | 0.06% | January 2023 – present | Fund admin (Kendrick Thorne & Associates LLP), registered agent, DE franchise tax, audit, K-1 preparation
Estimated Cumulative Dormancy Costs (Jan 2023 – Oct 2024, ~21 months) | $323,750 | 0.11% | January 9, 2023 – October 1, 2024 | ~$185,000 × (21/12)

[sheet: Cover]

Record

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Dates

Amounts