Starboard Merger Company, LLC (d/b/a AHF Products)

KeyBanc Capital Markets and Cain Brothers, a division of KeyBanc Capital Markets, successfully priced $1.0 billion of Convertible Senior Notes Due 2030 for Integer Holdings Corporation. 

The offering was upsized from $750 million to $875 million, prior to the exercise of the overallotment option. The Notes will mature in 2030 and bear interest at a rate of 1.875% per annum, with a conversion premium of 27.50%. Both the coupon and the conversion premium priced at the midpoint of the initial talk ranges. Proceeds from the offering will be used to refinance a portion of the company’s outstanding 2028 Convertible Senior Notes, repay borrowings under its revolving credit facility, fund the cost of capped call transactions, and for general corporate purposes.

Integer is one of the largest medical device contract development and manufacturing organizations in the world, serving the cardiac rhythm management, neuromodulation, and cardio and vascular markets. As a strategic partner of choice to medical device companies and OEMs, Integer is committed to enhancing the lives of patients worldwide by providing innovative, high-quality products and solutions. Integer’s brands include Greatbatch Medical^® and Lake Region Medical^®.

On March 17, 2025, KeyBanc Capital Markets (KBCM) successfully closed Senior Secured Credit Facilities of an undisclosed amount in support of Sandbrook Capital’s acquisition of Intellirent. KBCM served as Sole Lead Arranger and Administrative Agent on the transaction.

Intellirent specializes in the global rental of field-ready test equipment for electrical applications, offering tailored selection, preparation, technical support, and logistics to ensure optimal performance and delivery. The company offers a broad range of critical testing equipment for field service technicians to perform maintenance and repair, installation and commissioning, and emergency response on critical electrical infrastructure.

On March 14, 2025, Diversified Energy Company PLC (NYSE & LSE: DEC) (Diversified or the Company) closed on its acquisition of Maverick Natural Resources, LLC (Maverick) for $1.275 billion. Diversified agreed to acquire the assets for ~$207 million of cash, ~21.2 million of Diversified common shares, and assumed ~$700 million of Maverick’s outstanding debt. The transaction enters Diversified into the Permian Basin and Rockies and expands its current operations in Ark-La-Tex and the Western Anadarko. The combined company will have an average daily production of ~1,200 MMcfe/d.

KeyBanc Capital Markets was selected as a Buy-Side Advisor to Diversified because of its deep relationships and extensive experience in Ark-La-Tex, the Permian Basin, the Rockies, and the Western Anadarko.

Diversified is a leading independent energy company focused on natural gas and liquids production, transportation, marketing and well retirement, primarily located within the Appalachian and Central regions of the United States. The Company’s strategy is to acquire existing long-life assets and to make investments in those assets to improve environmental and operational performance under a modern field management philosophy. Diversified’s target assets are characterized by multi-decade production profiles and low decline rates.

Maverick is a private E&P, backed by EIG Global Energy Partners (EIG). Maverick engages in the exploration and production of oil and gas, primarily in Ark-La-Tex, the Permian Basin, and the Western Anadarko. Maverick has additional operations in Florida and the Rockies. At the time of the transaction, Maverick produced ~350 MMcfe/d that was ~55% liquids-weighted.

Headquartered in Washington, D.C., EIG is a leading provider of capital to the global energy industry since 1982, with ~$49.8 billion in committed capital in 416 portfolio investments across 44 countries.

On March 14, 2025, KeyBanc Capital Markets served as Administrative Agent, Coordinating Lead Arranger, Sole Bookrunner and Joint Lead Arranger on a $1.5 billion Senior Secured Revolving Credit Facility for Diversified Energy Company PLC. Proceeds will be used to fund the acquisition of Maverick Natural Resources, LLC and for general corporate purposes.

The transaction includes a $10.8 million ($139,408/unit) non-recourse, first mortgage loan secured by a 100-unit, partially age-restricted, garden-style apartment complex known as Overlook Apartments, located in Middletown, New York. Built in 1983 and renovated in 2007, the property consists of six, two-story residential buildings and one community/office building. The improvements are situated on a seven-acre site. The proposed loan will be used to refinance the property's existing debt. The loan is structured with a seven-year term, and subsequent to a three-year interest only period, amortizes on a 35-year schedule.

KeyBanc Capital Markets and Cain Brothers, a division of KeyBanc Capital Markets, successfully closed the syndication of $625 million of Senior Secured Credit Facilities in support of ImageFirst Holdings, a portfolio company of Calera Capital.

The Credit Facilities consist of a $125 million Revolving Credit Facility, and a $500 million Term Loan B. Proceeds from the Credit Facilities will be used to refinance existing indebtedness and fund a distribution to shareholders.

ImageFirst is a leading provider of outsourced laundry and textile rental services with a focus on outpatient and specialty healthcare in the U.S. With 70+ locations across 33 states serving over 28,000 customer locations, the Company provides mission critical services to their customers who cannot care for patients without clean linens and other laundry products.

Founded in 1991, Calera Capital is a private investment firm based in San Francisco and Boston that has invested over $4 billion of equity into leading middle market companies. Calera has significant experience and a successful track record of investment in commercial services, healthcare services, and other businesses similar with ImageFirst.

On March 7, 2025, KeyBanc Capital Markets (KBCM) served as Sole Placement Agent to Terravet REIT, Inc. (Terravet) on their entity-level preferred equity investment (the Investment) from Sculptor Capital Management, Inc. (Sculptor). KBCM ran a broad marketing process that yielded critical mass of actionable investment proposals, which drove competition between potential investors and ultimately attractive terms and pricing. The Investment will be used to reduce debt and execute an active acquisition pipeline to further scale the platform.

KeyBank Real Estate Capital serves as Administrative Agent and Lead Arranger on the company’s Credit Facility as well as all other of Terravet Real Estate Solutions’ credit facilities across their private equity platform.

Terravet REIT is managed by Terravet Real Estate Solutions, which was first established in 2012 as the first institutional and preeminent aggregator of net leased veterinary and niche human healthcare real estate. Terravet aims to drive outsized risk adjusted returns through acquiring recession resistant real estate in highly fragmented healthcare sub sectors, primarily veterinary and ophthalmology. To date, the Terravet Companies have utilized proprietary relationships and its unique position within its market to acquire over 200 properties.

Sculptor is a leading global alternative asset management firm providing investment products in a range of areas including multi-strategy, credit, and real estate. Sculptor’s capabilities span all major geographies, in strategies including fundamental equities, corporate credit, real estate debt and equity, merger arbitrage, structured credit and private investments.

KeyBanc Capital Markets and Cain Brothers successfully closed the syndication of $1.058 billion of Senior Secured Credit Facilities in support of Eversana, a portfolio company of JLL Partners and Water Street Healthcare Partners. 

The Credit Facilities consist of a $108 million Revolving Credit Facility and a $950 million First Lien Term Loan. Proceeds from the Credit Facilities will be used to refinance existing indebtedness and pay transaction-related expenses. 

Eversana is a Chicago-based provider of drug commercialization services for pharmaceutical and biotechnology customers with over 6,000 employees and 30 locations across the globe. Services include strategic advisory, market access, global pricing, HEOR, and agency with expertise in over 100 therapeutic areas. The Company serves a diverse customer base of over 650 organizations, including the top 25 pharmaceutical companies and top 10 biotechs in the world.

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 their 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.

On March 4th, 2025, KeyBanc Capital Markets Inc. (KBCM) successfully closed on $1.7 billion of Senior Secured Credit Facilities (the Facilities) supporting Copia Power’s utility-scale solar plus energy storage project (Maricopa or the Project). The Facilities comprise a $1,416 million construction-to-term loan, a $90 million tax-credit bridge loan, and $204 million in letters of credit. Proceeds will be used to fund the Project’s construction costs. KBCM acted as Coordinating Lead Arranger, Joint Bookrunner, and Syndication Agent.

Maricopa is a 691 MWdc solar + 2,200 MWh energy storage project located in Maricopa County, Arizona, interconnecting to the Arizona Public Service owned Delaney Substation. The Project is being developed with tier-1 equipment and will be constructed in two phases beginning in Q1 2025. Maricopa is expected to reach full commercial operations in Q1 2027.

This represents the fourth transaction between Copia Power and KBCM.

Copia Power Overview
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 GW solar and energy storage pipeline, Copia’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 20+ GW development pipeline across the U.S. with an additional 1.5 GW of projects beginning construction in the last 12 months. KBCM advised Copia Power (f.k.a. Birch) on its platform investment from The Carlyle Group in March 2021.

On February 27, 2025, KeyBanc Capital Markets served as Joint Lead Arranger and Co-Syndication Agent on a $2 billion Senior Secured Revolving Credit Facility for Mach Natural Resources LP. Proceeds will be used for general corporate purposes.

Florida Power & Light Company (FPL) is a rate-regulated electric utility involved in the generation, transmission, distribution and sale of electric energy in Florida. FPL is the largest electric utility in the state of Florida and one of the largest electric utilities in the U.S. As of December 31, 2023, FPL had 32,276 megawatts of net generating capacity, approximately 90,000 circuit miles of transmission and distribution lines and 883 substations.

FPL priced $2.0 billion of First Mortgage Bonds in three tranches:

• A $350 add-on of FPL’s 5.300% First Mortgage Bonds due 2034 at a spread of T+73 bps and a price of 100.109%
• $950 million of First Mortgage Bonds due 2055 at a spread of T+93 bps for a coupon of 5.700%
• $700 million of First Mortgage Bonds due 2065 at a spread of T+103 bps for a coupon of 5.800%

The deal was extremely well received by the market, with a total orderbook size of $11.9 billon, resulting in a 6.0x overall oversubscription. The 2064 tranche alone attracted over $5.5 billion in interest, representing an 8.0x oversubscription. Each tranche also priced with minimal or no new issue concessions.

FPL plans to use net proceeds from the offering for general corporate purposes, including repaying a portion of its outstanding commercial paper obligations and prefunding the refinancing of a portion of its bonds maturing in 2025.

KeyBanc Capital Markets acted as Active Joint Bookrunner on the transaction.

On February 20, 2025, KeyBanc Capital Markets acted as Placement Agent on a $530 million asset-backed securitization (ABS) for Diversified Energy Company PLC (Diversified or the Company). This is Diversified’s tenth ABS transaction, holding it as the largest issuer of PDP securitizations. The ABS was oversubscribed at ~7x. The transaction is collateralized by conventional Appalachian assets.

Diversified (NYSE & LSE: DEC) is a leading independent energy company focused on natural gas and liquids production, transportation, marketing, and well retirement, primarily located within the Appalachian and Central regions of the United States. The Company’s strategy is to acquire existing long-life assets and to make investments in those assets to improve environmental and operational performance under a modern field management philosophy. Diversified’s target assets are characterized by multi-decade production profiles and low decline rates.

On February 19, 2025, KeyBanc Capital Markets acted as Joint Bookrunner on a $123.25 million Follow-On Offering for Diversified Energy Company PLC (Diversified or the Company). Total shares allotted in the offering were 8.5 million excluding overallotment, at an offering price of $14.50. Proceeds will be used repay a portion of the debt expected to be incurred in connection with Diversified’s pending acquisition of Maverick Natural Resources and for general corporate purposes.

Diversified (NYSE & LSE: DEC) is a leading independent energy company focused on natural gas and liquids production, transportation, marketing, and well retirement, primarily located within the Appalachian and Central regions of the United States. The Company’s strategy is to acquire existing long-life assets and to make investments in those assets to improve environmental and operational performance under a modern field management philosophy. Diversified’s target assets are characterized by multi-decade production profiles and low decline rates.

On February 11, 2025, KeyBanc Capital Markets was party to a successful closing and syndication of a debut $1 billion five-year Term Loan B (the TLB) for Hilcorp Energy I, LP (Hilcorp or the Company). Proceeds will be used to repay borrowings under the senior secured revolving credit facility, which has a borrowing base of $3.5 billion and elected commitments of $2.1 billion. The TLB is pari-passu with the senior secured revolving credit facility. In 2024, Hilcorp acquired: (i) Alaska assets for $1 billion on November 1, 2024, and (ii) Permian assets for $950 million on December 31, 2024. The Company has a pending acquisition in the Permian expected to close in 1Q25.

Founded in 1988 and based in Houston, Texas, Hilcorp is one of the largest independent exploration and production companies in the United States, with a strategic focus on conventional, mature, legacy oil and gas assets. Hilcorp operates assets across Alaska, New Mexico, Texas, Louisiana, Wyoming, and in the Utica in northeast Ohio and western Pennsylvania.

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.

On February 4, 2025, KeyBanc Capital Markets served as Senior Co-Manager on National Fuel Gas Company’s offering of $500 million of Senior Notes due 2030 and $500 million of Senior Notes due 2035. Proceeds will be used for general corporate purposes.

On February 21, 2025, KeyBanc Capital Markets 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.

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.

In February 2025, KeyBanc Capital Markets acted as Joint Bookrunner on Freedom Mortgage Holdings LLC’s (Freedom or the Company) offering of $650 million Senior Notes due 2032. Proceeds from the offerings will be used to pay down a portion of the KeyBank MSR facility and to pay related fees and expenses.

Freedom is a leading nationwide residential mortgage loan originator and servicer. The Company focuses primarily on originating and servicing Agency-eligible residential mortgage loans collateralized by one- to four-family homes throughout the U.S.

The transaction includes an $8.2 million ($133/SF) non-recourse, first mortgage loan secured by a 79,163 square foot (61,881 NRA), 697-unit self-storage facility known as Mini U Storage Santa Fe, located in Santa Fe, NM. Built in 2009 and renovated in 2016, the subject is currently improved with three single-story self-storage buildings and one, 2-story building containing a leasing office and storage units, situated on a 2.83-acre site. The proposed loan will be used to refinance existing debt. The loan is structured with a 10-year interest only term.

The transaction includes a 1,068-bed (313-unit) garden-style, off-campus student housing community in Southern Florida. Built in 2001 and renovated in 2022, the property consists of 24, 3-story apartment buildings. The proposed loan will be used to refinance existing debt on the property. The loan is structured with a 10-year term, and subsequent to a 5-year interest only period, amortizes on a 30-year schedule. The improvements are situated on a 41.2-acre site.

KeyBank Beach Point Direct Lending Program and Cain Brothers, a division of KeyBanc Capital Markets, successfully closed Senior Secured Credit Facilities in support of Strive Medical LLC, a portfolio company of NMS Capital.

In January 2025, Cain Brothers, a division of KeyBanc Capital Markets successfully led the syndication of Senior Secured Credit Facilities for Strive Medical as Left Lead Arranger, Joint Bookrunner and Administrative Agent. The Credit Facilities consist of a Revolving Credit Facility, a Unitranche Term Loan and a Delayed Draw Term Loan. Proceeds from the Credit Facilities were used to refinance existing indebtedness, finance the acquisition of Charles Pharmacy & Surgical and provide capital for future acquisitions.

Headquartered in Irving, Texas, Strive provides urological, wound care, continuous glucose monitoring, and other disposable medical supplies to patients across the US. Since its founding, Strive’s focus is to provide patients with the highest quality customer service and best products to manage their chronic medical conditions. The acquisition of Charles Pharmacy & Surgical complements the Company’s existing product offering and adds insulin pumps and other supplies that further increase Strive’s footprint in the diabetes space.

Founded in 2010, NMS Capital is a New York based private investment firm focused on driving sustainable growth for middle market companies. NMS typically seeks to provide first-time institutional capital, with a focus on the healthcare and business services sectors. NMS currently has ~$1.5 billion in assets under management along with ~$550 million of founder capital retained in their businesses.

The transaction includes a $15,623,000 ($195,288/unit) non-recourse, first mortgage loan secured by 80-unit, garden style apartment complex known as The Valley Apartments located in Dublin, CA. Built in 1970, the property consists of four 2-story apartment buildings. The improvements are situated on a 2.92-acre site. The proposed loan will be used to refinance the existing debt of the property. The loan is structured with a 5-year term, and subsequent to a 2-year interest only period, amortizes on a 30-year schedule.

On January 30, 2025, KeyBanc Capital Markets served as Senior Co-Manager on Infinity Natural Resources, Inc.’s $304.75 million Initial Public Offering.

The transaction includes a $17.1 million ($150,596/bed) non-recourse, first mortgage loan secured by a 114-bed skilled nursing facility known as Complete Care at Mercerville Center, located in Hamilton Township, New Jersey. Built in 1967, the facility is licensed for 114 beds/54 units and has been operating at its full capacity. The property consists of one- and two-story buildings, totaling 34,642 gross square feet and spread across 5.4 acres of land. The proposed loan will be used to refinance the existing debt of the property. The loan is structured with a 35-year term and amortizes on a 35-year schedule.

The transaction includes a $16,664,000 ($177,277/bed) non-recourse, first mortgage loan secured by a 94-bed skilled nursing facility known as Complete Care at Park Place located in South Brunswick Township, NJ. Built in 1996, the Subject is licensed for 94 beds/ 49 units and has been operating at its full capacity. The property consists of one-story building, totaling 46,940 gross-sf and spread across a 5.68 acre of land. The proposed loan will be used to refinance the existing debt of the property. The loan is structured with a 35-year term and amortizes on a 35-year schedule.

KeyBanc Capital Markets served as exclusive sell-side advisor to Renewable Properties on the sale of its 11 megawatt direct current (MW_DC) solar community solar portfolio to Nautilus Solar. The portfolio was composed of two late-stage community solar assets in Illinois. The transaction closed in January 2025.

Nautilus Solar Energy Overview
Nautilus Solar Energy is one of the largest providers of community solar in the U.S., providing cleaner energy to residential and commercial customers in local communities. Nautilus operates and manages more than 150 solar farms in 12 states and is responsible for financing, development, maintenance, and customer service for the lifetime of the project. Founded in 2006, Nautilus has helped shape the future of solar to provide an equitable and affordable renewable energy choice for all. Nautilus is owned by Power Sustainable, a wholly owned subsidiary of Power Corporation of Canada. Power Sustainable is a multi-platform alternative asset manager with a long-term investment approach focused on sustainable strategies.

Renewable Properties Overview
Founded in 2017, Renewable Properties specializes in developing and investing in small-scale utility, community solar, energy storage, and electric vehicle (EV) infrastructure projects throughout the U.S. Led by experienced renewable energy professionals with development and investment experience, Renewable Properties is active in 16 states and has more than 1.2 gigawatts (GW) of solar and energy storage under development with over 250 MW under construction or in operation. Renewable Properties works closely with communities, developers, landowners, utilities, and financial institutions looking to invest in solar energy systems.

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.