Mergers & Acquisitions Quarterly

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.

On October 1, 2024, KeyBanc Capital Markets served as Joint Lead Arranger and Co-Documentation Agent on a $3 billion Senior Secured Revolving Credit Facility for SM Energy Company. Proceeds were used to fund the acquisition of Uinta Basin assets from XCL Resources, LLC.

KeyBank Community Development Lending & Investment provided $67.5 million in capital for the new construction of Redmond Landing Apartments, a 156-unit affordable housing project in Redmond, Oregon. All 156 units will serve families and individuals earning 60% of the area median income (AMI). The property will feature a community room for residents and is close to many critical neighborhood services such as grocery stores, healthcare sites, and a public library. We want to thank Southport for its sponsorship and shared mission to build much-needed affordable housing in Oregon.

The financing includes a $42 million construction loan, a $25 million Fannie M.TEB permanent loan, and $31.5 million in tax-exempt bonds underwritten by KeyBanc Capital Markets.

KeyBank Community Development Lending & Investment provided a $5 million term debt facility investment to the CDP Connecticut Loan Fund, a non-profit CDFI in Bridgeport, Connecticut. CDP operates as the Connecticut Small Business Boost Fund and is a loan program created to address the capital needs of the small businesses and nonprofit organizations of the state of Connecticut as they continue emerging from the heart of the COVID-19 pandemic and seek to propel their communities forward. The effort targets under-resourced and under-banked communities, with a goal of reaching Connecticut’s most fiscally and economically distressed municipalities. We want to thank the CDP Connecticut Loan Fund for its commitment and for making a difference in Connecticut’s communities.

On September 27, 2024, KeyBanc Capital Markets (KBCM) successfully closed the syndication of $190 million Senior Secured Credit Facilities (the Credit Facilities) for Mesquite Gaming, LLC (Mesquite Gaming or the Company), a portfolio company of Oaktree Capital Management (Oaktree). The Credit Facilities are composed of a $35 million Revolving Credit Facility and a $155 million Term Loan. Proceeds from the Credit Facilities will be used to refinance existing indebtedness, fund working capital and capital expenditures, and pay transaction-related fees and expenses. KBCM acted as Left Lead Arranger, Joint Lead Bookrunner, and Administrative Agent on the transaction.

Oaktree is a leader among global investment managers specializing in alternative investments. The firm emphasizes an opportunistic, value-oriented, and risk-controlled approach to investments in credit, private equity, real estate, and listed equities. The Mesquite Gaming investment was part of Oaktree’s Special Situations strategy, which uses a highly flexible approach to make control or significant-influence-oriented private equity and debt investments in middle market companies experiencing temporary challenges, stress, or distress, or are seeking an alternative to traditional capital markets. Special Situations portfolio companies within the commercial gaming space include Mesquite Gaming, J&J Ventures Gaming (one of the largest distributed gaming companies in the U.S.), Interblock (a leading developer and producer of luxury electronic table games), and Awager (an online gaming supplier), among other investments across sectors.

Mesquite Gaming is the owner and operator of the Casablanca Resort and the Virgin River Hotel & Casino in Mesquite, Nevada, about 80 miles from Las Vegas and 40 miles from St. George, Utah. The Company is uniquely situated in a growing population center along Interstate 15, one of the busiest interstates in the U.S., offering a convenient casino experience to both local and drive-in customers. The combined properties feature 1,200+ rooms, 1,900+ slot machines, 30+ table games, multiple golf courses, and a full suite of other amenities.

On August 26, 2024, KeyBanc Capital Markets Inc. (KBCM) successfully closed a $59 million Senior Secured Credit Facility (the Facility) for Jupiter Power’s Callisto I Energy Center battery storage project (Callisto I or the Project) in ERCOT. The Facility will bridge to the purchase of the investment tax credits generated by the Project, and proceeds will be used to reimburse Jupiter for its construction costs. KBCM acted as Lead Arranger, Sole Bookrunner, Administrative Agent, and Collateral Agent. Callisto I is a 200 megawatt/400 megawatt hour utility-scale standalone battery energy storage project in Harris County, Texas. The Project reached commercial operations in August 2024. The Project will help manage energy supply and demand imbalances, growing load requirements, and increase resilience from extreme weather events in the Houston metropolitan area. This represents the second transaction between Jupiter Power and KBCM.

Jupiter Power Overview:
Headquartered in Austin, Texas and formed in 2017, Jupiter Power is a premier developer, owner, and operator of utility-scale energy storage projects. The Company’s portfolio of operational and under-construction projects is one of the largest in the country, including the leading energy storage fleet in Texas. Additionally, Jupiter has a development pipeline of more than 11 gigawatts.. Jupiter Power is owned by BlackRock Alternatives via a fund managed by its Diversified Infrastructure business. BlackRock is the world’s largest asset manager and holds over $50 billion of infrastructure AUM, composed of equity, debt, and alternative solutions, with the goal of driving the clean energy transition.