Tax Incentive Finance Quarterly

Cain Brothers, a division of KeyBanc Capital Markets, served as exclusive financial advisor to EmblemHealth. 

EmblemHealth has sold its wholly owned subsidiary, ConnectiCare, to Molina Healthcare (NYSE: MOH). The transaction enables Molina to add an established government business with a recognized brand, a statewide provider network and a new state, while EmblemHealth will use proceeds to focus on existing business lines. Cain Brothers was engaged as exclusive financial advisor because of its long-standing relationship with EmblemHealth as well as deep domain expertise in managed care. 

ConnectiCare is a leading health plan in Connecticut and has been dedicated to making the state a healthier place to live and work since its founding in 1981. ConnectiCare has a range of products and services for businesses, municipalities, and individuals, as well as those who are Medicare-eligible, and is the leading provider of individual health insurance in the state.

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 full 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.

Molina Healthcare, a FORTUNE 500 company, provides managed healthcare services under the Medicaid and Medicare programs and through the state insurance marketplaces.

KeyBanc Capital Markets (KBCM) successfully advised Ravelin Technology Ltd. (Ravelin), a leading AI-native enterprise fraud prevention technology platform, on its sale to Worldpay International Group Ltd. (Worldpay), a portfolio company of GTCR. The transaction is expected to close in Q1 2025.

Ravelin is a leading fraud prevention platform trusted by global brands to protect against the myriad threats posed by fraudsters. The company’s fraud prediction and prevention solutions identify payment fraud, account takeover, return and refund abuse, promotion and voucher abuse, and marketplace fraud. Ravelin also performs 3D-Secure identification. With a proven track record of delivering tangible results, Ravelin is committed to helping businesses thrive in an increasingly complex digital landscape.

Worldpay is an industry-leading payments technology and solutions company with unique capabilities to power omni-commerce around the globe. Its processing solutions allow businesses of all sizes to take, make, and manage payments in person and online from anywhere in the world. Annually, Worldpay processes more than 50 billion transactions in 146 countries and 135 currencies, helping its customers become more efficient, more secure, and more successful.

On January 17, 2025, KeyBanc Capital Markets (KBCM) successfully advised Astro Shapes, LLC (Astro Shapes or the Company), a portfolio company of Monomoy Capital Partners (Monomoy), on its sale to Wynnchurch Capital L.P. (Wynnchurch). KBCM was chosen to serve as Astro Shapes’ Sell-Side Advisor based on its industry-leading Metals and Building Products practices and proven M&A execution capabilities.

Headquartered in Struthers, Ohio, Astro Shapes is a leading manufacturer of custom aluminum extrusion products for customers across multiple attractive end markets including Residential and Commercial Building Products, RV/Non-Auto Transportation, and other consumer products. The Company operates three facilities with six state-of-the art extrusion presses, two paint lines, fabrication capabilities, and other value-added finishing services. Astro Shapes is a one-stop shop providing high-quality, customized products to address the unique needs of leading original equipment manufacturers (OEMs) and customers across multiple end markets.

Monomoy is a New York-based private investment firm with more than $5 billion in assets under management across a family of investment funds. Monomoy invests in middle-market businesses that can benefit from operational and financial improvement with a focus on manufacturing, distribution, and business services companies across industrial and consumer product sectors in North America.

Headquartered in Chicago, Wynnchurch is a leading middle market private equity investment firm with more than $9 billion in assets under management. The firm focuses on middle market companies in the United States and Canada that possess the potential for substantial growth and profit improvement.

On January 17, 2025, KeyBanc Capital Markets (KBCM) successfully advised JELD-WEN Holding, Inc. (JELD-WEN or the Company), on the court-ordered divestiture of its Towanda, Pennsylvania, facility and related assets to Woodgrain Millwork, Inc. (Woodgrain). KBCM was hired by the Honorable Lawrence F. Stengel, in his capacity as the Special Master, pursuant to the Order of United States District Judge Robert E. Payne. KBCM was chosen to serve as Exclusive Sell-Side Advisor based on its industry-leading Building Products practice, proven M&A execution capabilities, and relevant carveout transaction experience.

Headquartered in Charlotte, North Carolina, JELD-WEN is a leading manufacturer of interior and exterior doors, wood, vinyl and aluminum windows, wall systems, shower enclosures, closet systems, and other interior and exterior components used in the construction, repair, and remodel of residential homes and nonresidential buildings. The Company’s Towanda, Pennsylvania, facility produces a wide range of interior door-skin products as well as its MiraTEC- and Extira-branded exterior trim products.

Headquartered in Fruitland, Idaho, Woodgrain is a family-owned, vertically integrated manufacturer and distributor of doors, windows, moulding, trim, engineered and composite lumber, and other related building products for use in new construction as well as repair and remodeling projects. The company’s network of 45 manufacturing facilities and warehouses spread across North and South America supply thousands of dealers in the United States.

On January 21, 2025, Torch Clean Energy (Torch or the Company), a premier U.S.-based utility-scale solar and storage developer, announced a strategic investment from Morgan Stanley Infrastructure Partners (MSIP). This partnership with MSIP marks a pivotal transformation for Torch, enabling it to transition from a development platform to an integrated clean power platform with capabilities across development, construction, and asset management. MSIP’s investment in Torch provides committed capital to expand and transition the Torch platform. KeyBanc Capital Markets (KBCM) served on the transaction as Exclusive Financial Advisor to Torch Clean Energy.

KBCM ran a dual-track process for Torch — a broadly marketed sale of the Company’s development-complete solar and storage portfolio in parallel with a platform equity capital raise marketed to select investors. This approach allowed Torch to consider a transformational platform partnership alongside a non-dilutive asset sale. KBCM highlighted Torch’s differentiated strategy and above-market profitability, which resulted in the Company’s equity partnership with MSIP. 

About Torch Clean Energy
Torch Clean Energy is a clean energy and battery storage developer with extensive experience developing, permitting, designing, and building solar, wind, and battery energy storage projects. Torch has originated, developed, and sold 1.2+ gigawatts (GW) of renewable power projects. Based in Boulder, Colorado, Torch Clean Energy has operated as an independent, founder-owned developer since 2015. 

About Morgan Stanley Infrastructure Partners
Morgan Stanley Infrastructure Partners (MSIP) is a leading global private infrastructure investment platform with approximately $16 billion in assets under management. Founded in 2006, MSIP has invested in a diverse portfolio of more than 35 investments across transport, digital infrastructure, energy transition, and utilities. MSIP targets assets that provide essential public goods and services with the potential for value creation through active asset management.

On January 14, 2025, KeyBanc Capital Markets (KBCM) successfully closed on an undisclosed amount of Senior Secured Credit Facilities in support of Stellex Capital Management’s acquisition of ICS Holding, LLC. KBCM served as Joint Lead Arranger, Joint Bookrunner and Syndication Agent on the transaction.

On January 8, 2025, KeyBanc Capital Markets served as Joint Bookrunner on a $500 million Senior Notes offering for Kimmeridge Texas Gas, LLC. Proceeds will be used for general corporate purposes.

On January 8, 2025, KeyBanc Capital Markets (KBCM) successfully advised Gluware, Inc. (Gluware), on its acquisition by Cuadrilla Capital, LLC (Cuadrilla Capital). KBCM was engaged as the Exclusive Financial Advisor because of its industry leading infrastructure software sector expertise and strong M&A capabilities.

Gluware powers the world’s most complex enterprise networks with enterprise-grade, intent-based, multi-vendor, intelligent network automation — ready out-of-the-box or as a unifying developer platform. The leading choice of the Global 2000, Gluware’s self-operating and auto-remediating platform handles millions of network changes simultaneously, flawlessly, and in minutes, saving businesses significant time and resources. Gluware is the only turnkey, intelligent network automation software platform for NetOps and NetDevOps that automates enterprise networks in as little as 30 days.

Cuadrilla is a leading enterprise software investment firm founded in 2021 with over $500 million in assets under management. Cuadrilla partners with exceptional SaaS companies with strong product-market fit and significant strategic value to drive accelerated growth and long-term success. The firm is headquartered in Santa Barbara, California.

On January 7, 2025, KeyBanc Capital Markets served as Co-Manager on a $171 million Follow-On Equity Offering for Kimbell Royalty Partners, LP.

On January 2, 2025, KeyBanc Capital Markets (KBCM) successfully advised Air Temp Holding, LLC (Air Temp), a portfolio company of Anvil Capital Partners (Anvil), on its sale to PremiStar, LLC (PremiStar), a portfolio company of Partners Group. KBCM served as Air Temp’s Exclusive Sell-Side Advisor based on its industry-leading Industrial & Business Services practice, longstanding relationship with Anvil, and proven M&A execution capabilities.

Founded in 2001, Air Temp is one of the largest independent commercial HVAC, plumbing, and mechanical service providers in the Northeastern U.S. Air Temp offers service, maintenance, retrofits, controls, and energy efficient solutions to longstanding customers primarily serving the education, municipal, manufacturing, and healthcare end markets.

Anvil is a Boston-based private equity firm that invests in manufacturing and service companies based in the Northeastern U.S. Anvil specializes in acquiring established micro-market companies with identifiable potential for outsized value creation.

Founded in 1930 as Reedy Industries, PremiStar is a leading provider of commercial HVAC, plumbing, and building controls services. PremiStar provides industry-leading solutions from 50 strategically located branches in 14 states, with a network of 1,700+ field technicians who service more than 14,000 customers across the U.S.

Partners Group is a global private equity firm with a North America headquarters in Broomfield, Colorado. The firm has ~$149 billion in assets under management and has invested over $221 billion across private equity, private credit, infrastructure, royalties, and real estate strategies.

Central Maine Healthcare and Prime Healthcare Foundation have finalized their affiliation agreement, allowing the residents of central, western, and Midcoast Maine to continue to have access to the highest-quality, most advanced health care in the region. 

Cain Brothers was engaged by Central Maine Healthcare as its exclusive advisor based on its expertise in the hospital and health system sector and strong understanding of the New England market. Cain Brothers engaged with parties interested in continuing CMH’s mission and finalized an affiliation agreement with Prime Healthcare Foundation. Terms include continued local governance and management, ongoing community commitment, and significant capital investment, and are subject to regulatory approval.

Central Maine Healthcare is an integrated health system serving more than 400,000 residents and includes 600 physicians and advanced practice professionals in more than 40 locations, as well as Central Maine Medical Center in Lewiston, a 250-bed, not-for-profit, Level III Trauma Center that serves as the base for LifeFlight of Maine, the state’s only medical helicopter. CMH also operates the Bridgton and Rumford hospitals, two 25-bed critical-access hospitals serving the Lakes Region and River Valley communities, respectively.

CMH includes two long-term care communities, Bolster Heights, an 84-bed assisted living facility, and Rumford Community Home, an 85-bed, active-living community, as well as Maine’s first nursing and medical imaging programs, Maine College of Health Professions. 

Prime Healthcare is one of the nation’s leading health systems, serving more than 2.6 million patient visits annually. With nearly 45,000 employees and physicians, Prime operates 44 hospitals and more than 300 outpatient locations in 14 states. Fourteen of the company's hospitals are members of the Prime Healthcare Foundation, a 501(c)(3) not-for-profit public charity. Based in Ontario, Canada, Prime is nationally recognized for quality care and has been named a Top 10 and Top 15 Health System by Truven Health Analytics. Its hospitals have been named among the nation’s “100 Top Hospitals” 69 times and have received more Patient Safety Excellence Awards from Healthgrades than any other health system in the past eight years. 

KeyBanc Capital Markets, Inc. (KBCM) served as exclusive financial advisor to AMPYR Energy USA (AMPYR or the Company) on its development capital raise from Crayhill Capital Management LP (Crayhill). The transaction closed in December 2024. 

Transaction Overview
KBCM was engaged by AMPYR to raise a strategic development capital facility to fund its utility-scale solar and energy storage development pipeline. The facility will provide up to $200 million of capital. KBCM leveraged existing relationships with leading capital providers to conduct a targeted process that resulted in multiple attractive offers, maximizing competitive tension, which ultimately optimized the terms of the facility. KBCM supported AMPYR throughout the entire process, identifying prospective lenders, guiding the marketing strategy, and negotiating structure and terms through transaction close.

AMPYR Energy USA Overview
Founded in 2021, AMPYR specializes in the development, construction, operation, and optimization of utility-scale solar power generation and co-located storage projects across all major markets in the country. AMPYR is a joint venture between AGP Group (AGP) and Hartree Partners (Hartree). AGP has a decade-long track record in development, construction, and operation of renewable IPPs globally. Key partners of AGP delivered more than 3 gigawatts (GW) of renewable assets at a predecessor business and successfully exited the platform to Global Infrastructure Partners. Hartree, a New York-headquartered global merchant commodities company, is active in energy trading and the renewable energy sector with a portfolio of 20 million megawatt hours (MWh) under management.

Crayhill Capital Management LP Overview
Founded in 2015, Crayhill is an asset-based private credit manager based in New York City. Its asset-based investment strategies draw on deep sector expertise and relationships throughout the structured finance and specialty finance markets