Corporate Deal Report 2021

AbsenceSoft Inc., a portfolio company of Bow River Capital Software Growth Equity Fund, in connection with the recapitalization of AbsenceSoft with Norwest Venture Partners.

BayMedica, Inc. in connection with its acquisition by InMed Pharmaceuticals, Inc.

Destination Pet, LLC in connection with its acquisition of 33 veterinary hospitals and pet care centers, including: • 24 veterinary hospitals previously operated by Veterinary Care, Inc d/b/a VitalPet and TVET Management, LLC dba VitalPet through an auction in the U.S. Bankruptcy Court in Houston, Texas. • Five distressed integrated pet care and veterinary hospitals in Arizona. • Four stand-alone veterinary hospitals and pet centers located in North Carolina, Texas, and California. Destination Pet, LLC in its acquisition of a cloud-based software platform and related intellectual property assets that permit enhanced communication between veterinary clinics and their customers.

Mergers and Acquisitions

BayMedica, Inc.

This year, our expansive M&A team helped over 60 clients with a variety of transactions, including mergers, acquisitions, joint ventures, dispositions, and private equity transactions. Some of our 2021 transactions included:

ActiveProspect, Inc. in connection with the acquisition of LeadsBridge, Inc.

Bow River Capital Software Growth Equity Fund in connection with its majority recapitalization of Xyleme, Inc.

eLum Technologies, Inc. in connection with the sale of 100% of the issued and outstanding shares of capital stock from its shareholders to a Cayman Islands exempted limited partnership.

Graham Group Ltd. in its acquisition of Milender White Inc.

FINEOS Corporation in its acquisition of Digin Technologies LLC dba Spraoi.

Jackson Hole Real Estate Associates in connection with its equity sale to Compass, Inc.

Infomedia Ltd in its acquisition of SimplePart, LLC.

Pacific Pipe Company, Inc. in connection with its acquisition by Core & Main, Inc.

Jackson Hole Real Estate Associates

Pacific Pipe Company, Inc.

Healthcare Building Solutions, Inc. in connection with a sale transaction whereby the Company sold all of its outstanding equity to a subsidiary of Latticework Capital Management.

PayneWest Insurance, Inc. in connection with a transaction whereby Marsh & McLennan Agency LLC acquired PayneWest Insurance, Inc. in a reverse subsidiary merger transaction.

PayneWest Insurance, Inc.

A subsidiary of Scout Clean Energy LLC in connection with the acquisition from Azimuth Renewables, LLC of Stockton Lake Solar, LLC which owns an early stage 112 MW solar development project in Polk County, Missouri.

Rubico Acquisition Corp.

Prairie Smokehouse Partners, LLC, a wholly owned subsidiary of Western's Smokehouse Partners, LLC, in connection with the acquisition of substantially all of the assets of Sky Snacks, LLC.

Western’s Smokehouse Company, LLC

Scout Clean Energy LLC

Whittaker & Associates, Inc., an accounting firm based in Boise, in connection with its sale to KDP, LLP, an Oregon accounting firm.

Whittaker & Associates, Inc.

Century Gaming, Inc. dba Century Gaming Technologies in connection with its agreement to be acquired by Accel Entertainment, Inc., a leading distributed gaming operator in the US, in a cash and stock transaction.

Century Gaming, Inc.

Clearway Energy Group LLC, through its wholly owned subsidiary, Renew Development HoldCo LLC, in connection with the negotiation of an MIPSA for the acquisition of a solar project in Southwest Power Pool, including real estate due diligence.

Clearway Energy Group, LLC

Conrad & Bischoff Inc. in connection with its acquisition by Parkland Corporation.

Conrad & Bischoff Inc.

Destination Pet, LLC in connection with its acquisition of over 25 veterinary hospitals and pet care centers in 2021.

Leeward Renewable Energy, LLC in the acquisition from Tri Global Energy of: • The 400 MW Honey Creek Solar project located in White County, Indiana • The 200 MW Hoosier Line Wind project located in White County, Indiana • The 150 MW Blackford Solar project located in Blackford County, Indiana • The 200 MW Blackford Wind project located in Blackford County, Indiana • Series B investment in Wint – Wi Ltd.

Leeward Renewable Energy, LLC

Rubico Acquisition Corp. in its $22M acquisition of the Caesars Entertainment Inc. and VIVI Properties Inc. racing & entertainment property Harrah’s Louisiana Downs Casino, Racing & Entertainment.

The owners of Small Mine Development, LLC in connection with the sale of 100% of their ownership interest in the Company to an Employee Stock Ownership Plan (ESOP).

Small Mine Development, LLC

E.S. Nutrition, Inc. dba Elite Sweets in connection with its Series Seed financing.

This past year, we had the opportunity to serve the diverse legal needs of emerging companies throughout all stages of development, from forming tax-efficient business structures, to debt and equity financing, to planning for and executing on exit strategies. Some of our 2021 transactions included:

VENTURE CAPITAL AND EMERGING GROWTH

Frontman, Inc. in connection with its $1.25M Series Seed financing round.

Kitu Life Inc. d/b/a Super Coffee in connection with its $106M Series C financing.

Mindful Foods, Inc. in connection with its Series A financing.

NextWorld Evergreen in connection with the following investments: • $45M investment in Sambazon, Inc. in its Series F Preferred Stock financing. • Series B investment in The Citizenry, Inc.

PowerPlant Ventures in connection with its $40M Series C investment in Miyoko's Creamery.

Purely Elizabeth LLC in connection with its Series B financing.

Suffolk Tech LLC, an affiliate of Suffolk Construction Company, in connection with the following investments: • Series B investment in WhyHotel Inc. • Convertible note financing investment in Envelope City, Inc. • Convertible note investment in Maverick Work Wear, Inc. • SAFE investment in EquipmentShare.com Inc. • Investment in Agora Systems, Inc.

Mindful Foods, Inc.

The Last Gameboard, Inc. in connection with its $4M Series Seed Preferred equity financing.

Suffolk Tech LLC in connection with the following investments: • Series B investment in Wint – Wi Ltd. • SAFE investment in Flexbase Technologies, Inc. • Series B Investment in Canvas Construction, Inc. • Series C Investment in HqO, Inc.

Stratia LLC in connection with its Series Seed financing.

Verdant Microgrid, LLC in connection with a $150M exclusive financing agreement for the development of microgrid projects with ClearGen, LLC.

Verdant Microgrid, LLC

Brimstone Energy in connection with its $5.1M Seed financing.

Brimstone Energy

Veritas Fine Cannabis family of companies in connection with its $6M Series B financing.

Carrick-Harvest

Fabric Global in connection with its Series Seed offering.

Fabric Global

The Pro’s Closet Inc. in connection with its $40M Series B Preferred financing.

Rowan Petcare, Inc. in connection with their Series Seed financing.

Shameless Pets Inc. in connection with their Series A Preferred financing. Carterra Inc. in connection with its $6M round of financing led by Ballast Point Ventures with participation from current investor, Telegraph Hill Partners.

CircleUp Growth Partners in connection with the following investments: • $6M Series A investment in Everything Legendary. • Series A investment in Mented Cosmetics, Inc. • $4M Series A investment in Simple Skiff Beverages, Inc., a Delaware corporation, dba Ohza Mimosas. • $3.5M Series A investment in Los Sundays. • $7M Series A investment in Serenity Kids. • $10.5M Series Seed investment in GEM Health Inc.

Southern California Public Power Authority (SCPPA) in connection with its entry into a 20-year PPA for the procurement of energy, capacity, and environmental attributes from three geothermal projects located in Inyo County, California, owned and operated by Coso Geothermal Power Holdings, LLC.

We work side by side with our energy and infrastructure clients to build strong projects. Our extensive experience developing, financing, and buying and selling projects allows us to step in at any stage of a project’s life-cycle to help complete the development of a facility, a financing, a purchase or sale, or any other transaction. Some of our 2021 transactions included:

PROJECT DEVELOPMENT AND FINANCE

Clearway Energy Group, LLC in connection with the negotiation of a Turbine Supply Agreement and Long-Term Supply Agreement with the Cedar Creek wind farm.

Clearway Energy Group, LLC

Hunter Solar, LLC in connection with the tax equity and debt financing of approximately $75M for its 75 MW AC solar power plant and related facilities located in Colorado.

D.E. Shaw Renewables

Hoosier Energy Rural Electric Cooperative, Inc. in its Power Purchase Agreement (PPA) with Clēnera’s affiliate, Rustic Hills Solar LLC.

Hoosier Energy Rural Electric Cooperative, Inc.

Leeward Renewable Energy in connection with a PPA with Guzman Energy for the 145 MW Panorama Wind Farm in Colorado

Leeward Renewable Energy

SunShare, LLC in connection with a $30M investment from Ember Infrastructure.

Our team utilized their experience, knowledge, responsiveness, and sophistication in the ever-changing areas of securities and capital markets to guide clients through the many opportunities and challenges that were presented over the uncertain times of the last year. Some of our 2021 transactions included:

Securities and capital markets

Comrit Investments I, LP in connection with tender offers totaling $44.2M for shares of the following real estate investment trusts (REITs): • NorthStar Healthcare Income, Inc. • Steadfast Apartment REIT, Inc. • Griffin-American Healthcare REIT III, Inc. • Griffin-American Healthcare REIT IV, Inc. • KBS Real Estate Investment Trust III, Inc. • Griffin Capital Essential Asset REIT, Inc. • InvenTrust Properties Corp. • Pacific Oak Strategic Opportunity REIT, Inc. • KBS Real Estate Investment Trust II, Inc. • SmartStop Self-Storage REIT, Inc. • Sila Realty Trust • Phillips Edison & Company • CIM Real Estate Finance Trust, Inc. • CNL Healthcare Properties, Inc. • Benefit Street Partners Realty Trust, Inc. • NorthStar Healthcare Income, Inc. • KBS Real Estate Investment Trust II, Inc. • Pacific Oak Strategic Opportunity REIT, Inc. • SmartStop Self Storage REIT, Inc. • Griffin Realty Trust, Inc. • CIM Real Estate Finance Trust, Inc. • Sila Realty Trust • Resource REIT, Inc. .

DCP Midstream, LP and its wholly owned subsidiary DCP Midstream Operating, LP in connection with its issuance of $400M in 3.250% senior notes due in 2032 at a price to the public of 100% of their face value.

DCP Midstream Partners LP

SM Energy Company in connection with its cash tender offer for all of its 6.125% Senior Notes due 2022 and up to $172.3M aggregate principal amount of its 5.000% Senior Notes due 2024. SM Energy Company in connection with its public offering of $400M aggregate principal amount of 6.500% Senior Notes due in 2028.

SM Energy Co.