Mergers & Acquisitions Quarterly

On December 6, 2024, KeyBanc Capital Markets (KBCM) successfully closed the syndication of a $125 million Senior Secured Credit Facility for Michael Baker International, LLC (“Michael Baker” or the “Company”), a portfolio company of DC Capital Partners (DC Capital). The $125 million Incremental First Lien Term Loan is interchangeable with the existing portion, and proceeds were used to support the acquisition of AstreaX, Inc. and fund cash to the balance sheet. KBCM served as Joint Lead Arranger and Joint Bookrunner on the transaction.

Headquartered in Pittsburgh, Pennsylvania, Michael Baker is a leading provider of engineering and consulting services and has been solving some of the world’s most complex infrastructure challenges for more than 80 years, with a legacy of expertise, experience, innovation, and integrity. The Company’s services include design, planning, architectural, environmental, and program management. Michael Baker’s clients include U.S. federal, state, and municipal governments, as well as large corporations.

Founded in 2019 and headquartered in Phoenix, Arizona, AstreaX is a leading provider of software development and implementation services for government modernization technologies, with expertise in SaaS, digital identity, enterprise systems, and consumer portal solutions for state departments of motor vehicles.

Founded in 2007, DC Capital Partners is a middle market private equity firm with offices in Alexandria, Virginia, and West Palm Beach, Florida. DC Capital makes control equity investments in middle market companies that provide differentiated and innovative services and solutions in the Government and Engineering markets.

Cain Brothers, a division of KeyBanc Capital Markets, served as exclusive financial advisor to Theoria Medical in its sale to Amulet Capital Partners.

Theoria Medical retained Cain Brothers based on its experience in primary and post-acute care, expertise in value-based payments, and relationships with the relevant buyer universe. Cain Brothers, along with the Company’s founders, designed and executed a targeted process to find the ideal partner to help facilitate the next phase of growth. This transaction continues Cain Brothers’ strong track record of representing founder-led businesses in partnering with private equity firms.

Theoria Medical is a high-growth, tech-enabled, value-based primary care provider serving senior living communities throughout the United States. Founded in 2019, Theoria leverages proprietary technology and a fully integrated care model to deliver exceptional clinical outcomes while lowering costs. Operating across 300+ facilities in 22 states, the Company ensures 24/7 access to high-quality care through a team of more than 600 providers.

Amulet Capital Partners is a middle-market private equity firm exclusively focused on the healthcare sector. With deep industry expertise, Amulet is committed to using its capital and resources to improve quality, outcomes, and access throughout the healthcare system. Amulet is currently investing from its third fund.

Cain Brothers, a division of KeyBanc Capital Markets, served as exclusive financial advisor to AdventHealth in its pending acquisition of ShorePoint Health Port Charlotte and certain assets of ShorePoint Health Punta Gorda from affiliates of Community Health Systems, Inc. (NYSE: CYH).

AdventHealth signed a definitive agreement to purchase 254-bed ShorePoint Health — Port Charlotte and certain assets of ShorePoint Health — Punta Gorda from affiliates of Community Health Systems, Inc. for $265 million. Based north of Fort Myers, Florida, ShorePoint Health also includes related businesses, such as physician clinic operations and outpatient services. The transaction is expected to close in the first quarter of 2025, subject to regulatory approvals and closing conditions.

AdventHealth is a connected system of care for every stage of life and health. A shared vision, common values, focus on whole-person health, and commitment to making communities healthier unify the system's hospital campuses in diverse regions throughout nine states. AdventHealth owns or manages 50 hospitals in nine states with reported consolidated revenues of $18.9 billion for the past 12 months ending September 30, 2024.

Community Health Systems, Inc. owns or leases 69 affiliated hospitals in 15 states, with more than 11,000 beds, and operates more than 1,000 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers, and ambulatory surgery centers. CHS reported consolidated revenues of $12.6 billion for the past twelve months ending September 30, 2024.

Cain Brothers, a division of KeyBanc Capital Markets, served as exclusive financial advisor to EmblemHealth in the sale of its subsidiary, WellSpark, to Vitality.

Cain Brothers was engaged by EmblemHealth to sell its wholly owned subsidiary, WellSpark, because of its long-standing relationship and employer health expertise. On November 19, Vitality announced the acquisition of WellSpark and its intention to integrate WellSpark’s coaching solutions, offering Vitality’s employer and health plan clients access to a range of new services and additional tools to support their health and well-being. 

WellSpark is a health coaching company and digital platform that provides wellness solutions to employers as part of their benefits offerings. Since its beginning in 2013, the company has helped its members live healthier and more fulfilling lives by providing human-to-human support, intervening early for chronic condition management, and breaking biopsychosocial barriers that prevent its members from making lasting change.

EmblemHealth is one of the nation’s largest nonprofit health insurers, with more than 3 million members and an 80-year legacy of serving New York’s communities. The company offers a range of commercial and government-sponsored health plans to employers, individuals, and families, as well as convenient community resources. As a market leader in value-based care, EmblemHealth partners with top providers and hospitals to deliver quality, affordable care.

Guided by a core purpose of making people healthier, Vitality is the leader in improving health to unlock outcomes that matter. By blending industry-leading smart tech, data, AI, incentives, and behavioral science, Vitality inspires healthy changes in individuals and organizations. As one of the largest health and well-being companies in the world, Vitality brings a dynamic and diverse perspective through successful partnerships with the most forward-thinking insurers and employers.

More than 35 million people in 41 markets globally engage in the Vitality program.

On November 1, 2024, KeyBanc Capital Markets Inc. (KBCM) successfully closed on $1.23 billion in Senior Secured Credit Facilities to support Copia Power’s Centennial Flats utility-scale solar plus energy storage project. The financing includes a $898 million construction-to-term loan, a $257 million tax-credit bridge loan, and $74 million in letters of credit. Proceeds will be used to fund the project’s construction costs. KBCM acted as Coordinating Lead Arranger.

Centennial Flats is a 675 megawatt direct current (MW_DC)  solar + 1,068 megawatt hour (MWh) energy storage project in La Paz County, Arizona, and will interconnect to the California ISO-market. Developed with tier-1 equipment, Centennial Flats will be constructed in three phases beginning in Q4 2024, with commercial operations expected in Q3 2026. The project is expected to create more than 400 jobs during construction.     

This represents the third transaction between Copia Power and KBCM.

About Copia Power
Copia Power is a renewable energy infrastructure platform launched by The Carlyle Group (NASDAQ: CG) in March 2021. Created with the acquisition of Tenaska’s 6 gigawatt (GW) solar and energy storage pipeline, Copia Power's goal is to become a leading, integrated energy transition platform specializing in developing, owning, and operating giga-scale projects in select U.S. markets. The company is led by industry veterans with extensive shared experience in developing, commercializing, constructing, and operating more than 10 GW of renewable energy projects. Since its launch, Copia Power has built a robust 18+ GW development pipeline across the U.S. with an additional 1.5 GW of projects beginning construction in the past 12 months.

On November 6, 2024, KeyBanc Capital Markets (KBCM) successfully closed on a Senior Secured Credit Facility of up to $60 million, comprised solely of a construction-to-term loan facility. The proceeds will be used to fund projects associated with RPC Power, LLC, a joint venture between Riley Exploration Permian, Inc. and Conduit Power, LLC. RPC Power was formed in 2023 to construct, own and operate power generation assets. KBCM served as Coordinating Lead Arranger, Sole Bookrunner, Administrative Agent and Collateral Agent on the transaction.

RPC Power's initial scope was to use Riley Permian’s produced natural gas for a 20MW portfolio of generation assets which provide power for a portion of Riley’s operations in Yoakum County, Texas. RPC Power expanded its scope in 2024 to allow for the generation and sale of dispatchable power and related services to ERCOT, with plans for an additional 100MW of generation and battery energy storage systems across multiple facilities in West Texas.

Conduit Power, LLC provides customized full-service solutions to help commercial and industrial customers lower power procurement costs and improve the uptime and reliability of delivered power. Conduit's offering includes turnkey design, procurement, and construction of electrical infrastructure, ongoing operations and maintenance of equipment, power procurement and brokerage, and asset financing. Conduit's dispatchable power reduces its customers’ carbon footprint while enabling further integration of additional renewable generation into their systems. Conduit is actively developing multiple 100-200+ MW combined thermal generation and battery storage portfolios as well as behind-the-meter solutions.

Riley Permian (NYSE:REPX) is a growth-oriented energy company with operations in Texas and New Mexico. Riley focuses on applying modern horizontal drilling and completions techniques to oil-saturated and liquids-rich formations. Additionally, Riley invests in infrastructure projects such as electric power that it believes can optimize its operations and diversify its revenue mix.

Founded in 2013, Grey Rock is a private equity firm based in Dallas, Texas. Grey Rock invests across the energy value chain with private equity funds focusing on investments in natural resources, carbon capture, industrial electrification, and power optimization. Conduit represents one of Grey Rock’s first investments in its Net Zero Opportunities Fund.

KeyBank Community Development Lending & Investment provided $93 million in capital for the new construction and permanent financing of Caravel Apartments, a 234-unit senior affordable housing project in Columbus, Ohio. All 234 units will serve senior citizens earning no more than 60% of the area median income (AMI). Supportive services will be offered to residents through a service coordinator who will provide guidance and linkage to community service providers, assistance with food resources, financial fitness workshops, and credit/budgeting counseling sessions. We want to thank Kittle Property Group for its sponsorship and shared mission to build much-needed affordable housing in Ohio.

The financing includes a $43.2 million construction loan, $23.7 million in LIHTC equity, a $26.1 million Fannie Mae MTEB, and $37.8 million in tax-exempt bonds underwritten by KeyBanc Capital Markets.

On October 24, 2024, KeyBanc Capital Markets Inc. (KBCM) closed $870 million in Senior Secured Credit Facilities supporting Greenbacker Renewable Energy Company’s (GREC) utility-scale solar project, Cider. The financing includes a $373 million construction-to-term loan, a $418 million tax-equity bridge loan, and $79 million in letters of credit. The funds will be used to fund the project’s construction costs. KBCM acted as Coordinating Lead Arranger, Administrative Agent, Collateral Agent, Depositary Agent, and Co-Documentation Agent.

Based in Genesee County, New York, the Cider solar project will generate a total of 674 megawatts direct current (MW_DC)/megwatt alternating current (MW_AC), making it the largest utility-scale solar farm in the state when completed. Expected to reach commercial operation in Q1 2027, the project is anticipated to power more than 120,000 homes. It has secured a 20-year contract with the New York State Energy Research and Development Authority (NYSERDA).

In addition to providing clean, affordable, renewable energy, Cider will deliver significant community benefits, including tax revenue for local governments and schools, funding for first responders and the public library, job creation, and support for local businesses.

This represents the 10th transaction between GREC and KBCM.

About Greenbacker Renewable Energy Company
Greenbacker Renewable Energy Company (GREC) is a publicly registered, non-traded limited liability company that acquires and manages income-generating renewable energy and other energy-related businesses. GREC’s portfolio is primarily comprised of wind, solar, and storage projects that sell power and renewable energy credits under long-term contracts to creditworthy counterparties such as utilities, municipalities, and corporations.

KeyBanc Capital Markets (KBCM) and Cain Brothers, a division of KBCM, successfully closed the syndication of $855 million in Senior Secured Credit Facilities in support of Viant Medical Holdings, a portfolio company of JLL Partners and Water Street Healthcare Partners. 

The Credit Facilities consist of a $100 million Revolving Credit Facility, a $680 million First Lien Term Loan, and a $75 million First Lien Delayed Draw Term Loan. Proceeds will be used to refinance existing indebtedness and to pay transaction-related fees and expenses. 

Viant is a contract manufacturing organization specializing in medical device components. The company offers a broad range of capabilities that supports global medical device original equipment manufacturers’ production of devices for diagnostic, orthopedic, surgical, and other applications.

JLL Partners is a New York–based middle market private equity firm specializing in healthcare, industrials, and business services. Since being founded in 1988, JLL Partners has raised $5.8 billion across eight funds, working to accelerate growth and elevate its portfolio companies through organic growth initiatives, operational enhancements, and strategic M&A.

Founded in 2005, Water Street Healthcare Partners is a private equity firm focused exclusively on the healthcare industry. The Sponsor has ~$7.5 billion in AUM and is investing out of its fifth fund. Water Street is currently an investor in 21 healthcare companies across numerous healthcare subsectors.

Cain Brothers, a division of KeyBanc Capital Markets, served as the exclusive financial advisor to ProductLife Group on its acquisition of Halloran Consulting Group. 

Cain Brothers was engaged to serve as PLG’s exclusive financial advisor based on its deep experience across the regulatory and compliance consulting space and the broader pharma services continuum. Halloran represents PLG’s second acquisition in North America, a primary focus for the company, as it expands beyond Europe.

ProductLife Group’s mission is to support patient access to safe and effective healthcare solutions by delivering worldwide consulting and outsourcing services through the entire product life. Combining local expertise with global reach spanning more than 150 countries, PLG is the Life Sciences Industry reference strategic partner for the development, market introduction, and life cycle management of product portfolios, and the related business and digital transformation. With a goal of continuously improving the value delivered to teams and clients, PLG is committed to long-term partnership, innovation, flexibility, and cost efficiency.

Founded in 1998 by Laurie Halloran, Halloran is known as one of the largest specialty regulatory agencies of its kind, which allows for a differentiated proposition with an end-to-end solution that is strategic and tactical, all while retaining flexibility that meets every client’s needs. The team of 100 consultants supports sponsors from their first regulatory filing through commercialization.

KeyBanc Capital Markets and Cain Brothers successfully closed the syndication of $635 million in Senior Secured Credit Facilities in support of US Fertility Enterprises, a portfolio company of Amulet Capital Partners.

The Credit Facilities consist of a $60 million Revolving Credit Facility, a $550 million Term Loan, and a $25 million Delayed Draw Term Loan. Proceeds from the Credit Facilities will be used to refinance existing indebtedness and to pay transaction-related fees and expenses. This transaction represents US Fertility’s inaugural broadly syndicated facility.

KeyBanc Capital Markets and Cain Brothers were selected to serve as Left Lead Arranger and Administrative Agent due to our best-in-class leveraged finance platform, expertise in the women’s health space, and long-standing relationship with Amulet Capital Partners. 

US Fertility is the leading fertility group in the United States offering a broad range of assistive reproductive technology services and ancillary life sciences offerings. Since 2021, the Company has grown from ~85 physicians across 59 locations to the leading IVF platform in the nation with over 200 physicians across 105 treatment locations and 30+ embryology labs.

Amulet is a middle market private equity investment firm based in Greenwich, Connecticut, and Walnut Creek, California, focused exclusively on the healthcare sector. Amulet seeks to achieve long-term capital appreciation through privately negotiated investments in healthcare companies. Amulet focuses on those segments it believes have the most attractive long-term fundamentals with a target investment size between $25 million and $200 million.

On October 2, 2024, KeyBanc Capital Markets served as Joint Bookrunner on a $600 million Senior Notes offering for Ascent Resources Utica Holdings, LLC (Ascent). Ascent is a portfolio company of EMG, First Reserve Corporation, and Riverstone Holdings. Proceeds will be used for general corporate purposes.