Mergers & Acquisitions Quarterly

On June 10, 2025, KeyBanc Capital Markets (KBCM) successfully advised Thermogenics (the Company), a portfolio company of Audax Private Equity (Audax), on its sale to Morgan Stanley Capital Partners (Morgan Stanley). KBCM was chosen to serve as Thermogenics’ Sell-Side Advisor based on its industry-leading Industrial & Business Services practice, longstanding relationship with Audax and the Company, and proven M&A execution capabilities. KBCM previously advised Thermogenics in its sale to Audax in 2022.

Thermogenics is a provider of boiler lifecycle solutions in North America, offering boiler service & maintenance, equipment sales, and rental solutions for its customers' mission critical boilers in industrial, commercial, and institutional sectors. With 24/7 factory-trained technician support and its boiler rentals solution set, Thermogenics and its affiliated brands function as a one-stop shop for its customers' most complex steam and heating needs. Headquartered in Aurora, ON, Thermogenics operates across North America with locations in Ottawa, ON, Cincinnati, OH, Jacksonville, FL, Orlando, FL, Sioux City, IA, West Hartford, CT, Greensboro, NC, Apache Junction, AZ and Las Vegas, NV.

Headquartered in Boston, with offices in San Francisco, New York, London and Hong Kong, Audax Private Equity manages three strategies: its Flagship and Origins private equity strategies, seeking control buyouts in the core middle and lower middle markets, respectively, and its Strategic Capital strategy that provides customized equity solutions to PE-backed portfolio companies to help drive continued growth. With approximately $19 billion of assets under management as of March 2025, over 290 team members, and 100-plus investment professionals, Audax has invested in more than 175 platforms and over 1,350 add-on acquisitions since its founding in 1999. Through our disciplined Buy & Build approach, across six core industry verticals, Audax seeks to help portfolio companies execute organic and inorganic growth initiatives with the aim of fueling revenue expansion, optimizing operations, and significantly increasing equity value.

Morgan Stanley is a leading middle-market private equity platform focused on privately negotiated equity and equity-related investments primarily in North America. The firm seeks to create value in portfolio companies primarily in a series of subsectors in the industrial and business services, healthcare and consumer markets.

KeyBank Community Development Lending and Investment (CDLI) has provided $43.6 million in construction loans and arranged $7.6 million in permanent loans for the acquisition and rehabilitation of Lee Plaza in Detroit. The 15-story, Art Deco historical landmark will be transformed into housing for seniors and families. The property will include 182 units, of which 117 units will be restricted to individuals 55 years or older and 65 units will be available to families. All tenants are required to earn at or below 60 percent of the area median income. The project, which was acquired by the city and subdivided into three separate condo units, will be completed in three phases. KeyBank’s financing covers the first two phases — floors 2-5 and floors 6-10. The project received additional funding through historic tax credit equity totaling $46.7 million as well as low-income housing tax credit equity from other banks. The City of Detroit provided $27.7 million in soft financing and Invest Detroit and the Michigan State Housing and Development Agency also contributed to the project.

The borrowers and developers, Ethos Development and The Roxbury Group, are Detroit-based real estate development firms.

KeyBank Community Development Lending and Investment (CDLI) provided a $12 million construction loan and invested $16.1 million in Low Income Housing Tax Credit (LIHTC) equity for the construction of Churchill Gateway II, a 70-unit affordable housing family project located at 10526 Churchill Avenue, in Cleveland, Ohio. KeyBank Commercial Mortgage Group also arranged a $5.6 million Freddie Mac permanent loan for the project. Churchill Gateway also has state and local support and received an additional $1.75 million in funding from Ohio Housing Finance Agency.

Churchill Gateway II is the second phase of the anchor development along the East 105th corridor, creating a connection between the Glenville neighborhood to the north and the job center at University Circle to the south. Churchill Gateway Phase II will provide much-needed high-quality affordable housing in the fast-growing Glenville neighborhood of Cleveland. This project will consist of one, four-story building with one-, two- and three-bedroom units for residents earning 30-60% of the area median income and will contain 19 units supported by project-based subsidies.

The sponsor, The NRP Group, is one of the nation's top multifamily real estate developers, general contractors, and property management firms in the United States. Headquartered in Cleveland, The NRP Group is ranked nationally as one of the top 20 affordable housing developers by the National Multifamily Housing Council (#11), and one of the top 25 affordable housing developers by Affordable Housing Finance (#4), a leading industry publication.

Supportive services will be provided by the May Dugan Center, a certified refugee resettlement agency, whose services include assisting refugees, recent immigrants and new Americans to secure housing. As prospective tenants of the project, the May Dugan Center will help these individuals and families navigate the application and leasing process.

Seaver Rickert and Ryan Olman of KeyBank CDLI structured the financing. Robbie Lynn of KeyBank CMG arranged the permanent loan.

Cain Brothers, a division of KeyBanc Capital Markets, served as exclusive financial advisor to ChristianaCare in its acquisition of Crozer Health’s outpatient centers in southeastern Pennsylvania.

On May 27th, 2025, ChristianaCare was the successful bidder in a highly competitive bankruptcy auction to acquire five ambulatory surgery and outpatient centers in Delaware County, Pennsylvania that were part of the Crozer Health regional health system. Crozer is subsidiary of Prospect Medical Holdings, who filed for bankruptcy protection earlier this year. The transaction complements ChristianaCare’s plans for expansion in the service area. 

ChristianaCare is a non-profit regional healthcare system that provides healthcare services to all of Delaware and portions of the bordering counties in Pennsylvania, Maryland and New Jersey. The system includes an extensive network of primary care and outpatient services, hospitals and specialized centers of excellence. ChristianaCare reported consolidated revenues of $3.1 billion for the last twelve months ending June 30, 2024.

Crozer Health was one of the largest private hospital systems in Pennsylvania, operating multiple hospitals, primary care clinics and outpatient centers across the state. Crozer Health was a subsidiary of Prospect Medical Holdings, a California-based national network of hospitals and affiliated medical groups, who filed for Chapter 11 Bankruptcy in January 2025.

Due to its deep experience with strategic and tactical M&A advisory, Cain Brothers was engaged to serve as financial advisor to assist with financial due diligence, valuation, and bankruptcy auction strategy and tactics. A Purchase Agreement was signed on May 27th, with closing subject to court approval and regulatory review in mid-2025.

On May 21, 2025, KeyBanc Capital Markets served as Joint Bookrunner on Hinge Health, Inc.’s (Hinge Health or the Company) $502.9 million Initial Public Offering of 15,715,900 shares, including overallotment.

Headquartered in San Francisco, California, Hinge Health leverages software, including AI, to largely automate care for joint and muscle health, delivering an outstanding member experience, improved member outcomes, and cost reductions for its clients. The Company has designed its platform to address a broad spectrum of MSK care – from acute injury, to chronic pain, to post-surgical rehabilitation. The platform helps ease members’ pain, improve their function, and reduce their need for surgeries, all while driving health equity by enabling members to engage in their exercise therapy sessions from anywhere.

On May 13, 2025, KeyBanc Capital Markets (KBCM) closed the sale of a 100% equity stake in Sun Tribe Development to TerraForm Power, an affiliate of Brookfield Asset Management. KBCM was mandated by Sun Tribe as its exclusive financial advisor to identify a strategic partner to support the continued buildout of their 4+ GW solar and energy storage pipeline. With the transaction, TerraForm is initiating a new growth strategy and more than doubling its development pipeline to over 6,000 MW of solar and battery energy storage.

About Sun Tribe Development
Founded in 2019 and headquartered in Charlottesville, Virginia, Sun Tribe is a utility-scale solar and energy storage developer focused on development in the Mid-Atlantic and Southeast regions. Their track record includes the establishment of a 4 GW project pipeline and monetizing over 20 projects which represent 800+ MW across four states since inception. Counterparties to Sun Tribe PPAs and owners of Sun Tribe-developed projects include Dominion Energy (NYSE: DOM), Duke Energy (NYSE: DUK), Con Edison Utilities (NYSE: ED), PPL Utilities (NYSE: PPL), RWE Clean Energy (DAX: RWE), and more, placing Sun Tribe in the company of some of the nation’s most sophisticated power buyers and owner-operators.

About TerraForm Power
TerraForm Power, a controlled affiliate of Brookfield Asset Management, is a leading owner, operator, and producer of renewable energy in North America. The company’s portfolio contains 3,400 MW of utility-scale wind, solar, and battery storage facilities with operations in 23 U.S. states and Ontario, Canada. TerraForm Power’s high-quality diversified assets generate significant organic cash flow, and support repowering, co-location, and hybridization opportunities within its broad existing footprint, as well as greenfield development. The company has a high-quality, approximately 6,000 MW renewable development pipeline and is well positioned to meet surging electricity demand.

About Brookfield Asset Management
Brookfield Asset Management Ltd. (NYSE: BAM, TSX: BAM) is a leading global alternative asset manager, headquartered in New York, with over $1 trillion of assets under management. Brookfield operates Brookfield Renewable Partners (NYSE: BEP, TSX: BEP), one of the world’s largest publicly traded platforms for renewable power and sustainable solutions. Their renewable power portfolio consists of hydroelectric, wind, utility-scale solar, and storage facilities and their sustainable solutions assets include their investment in a leading global nuclear services business and a portfolio of investments in carbon capture and storage capacity, agricultural renewable natural gas, materials recycling and eFuels manufacturing capacity, among others.

On May 15, 2025, KeyBanc Capital Markets Inc. (KBCM) successfully closed on three facilities totaling $1.3 billion of Senior Secured Credit Facilities (the Facilities) for Doral Renewables’ Mammoth South and Central projects (Portfolio).

The Facilities comprise a $412 million Construction-to-Term Loan, $624 million in Tax Equity and Tax Credit Bridge Loans, and $259 million in Letters of Credit. This transaction will help fund construction of the 1.1 GW Portfolio and serves as the takeout to the KBCM-led bridge financing that closed in August 2024. KBCM acted as Coordinating Lead Arranger, Sole Bookrunner, Administrative Agent, Collateral Agent, and Depositary Agent.

The project is in Pulaski County, Indiana, and along with its sister project, Mammoth North, will form the largest standalone solar portfolio in the U.S. The project includes three utility-scale solar projects: Mammoth South, Mammoth Central I, and Mammoth Central II, totaling 1,128 MWdc. All three have long-term investment grade rated power purchase agreements and are expected to be operational by December 2026. Once operational, the Mammoth Solar portfolio will have a capacity of 1.3 GW and power approximately 275,000 households annually.

This represents the third transaction between Doral Renewables and KBCM.

Doral Renewables Overview
Headquartered in Philadelphia, Pennsylvania, Doral Renewables is a developer, owner, and operator of utility-scale solar, co-located solar and storage, and standalone storage projects across North America. The Company’s solar and storage development portfolio totals over 18 GW, including 400 MW in operation and 950 MW under construction. The Company operates in 22 states across seven electricity markets and has over $2.5 billion in long-term wholesale power purchase agreements with U.S. customers.

Doral Renewables has global leadership and investments from the Doral Group (TASE: DORL.TA), Migdal Group, and Clean Air Generation, with further financial backing from Apollo Global Management (NYSE: APO), a leading global asset manager. In June 2024, Doral Renewables announced a $400 million minority equity investment on behalf of the largest Dutch pension fund, APG, which looks after the pensions of 4.6 million participants and manages approximately €544 billion in pension assets.

KeyBanc Capital Markets served as Joint Lead Arranger on the successful close of $770 million Senior Secured Credit Facilities in relation to a hospital real estate portfolio recapitalization. 

A joint venture between Medical Properties Trust and Blue Owl Real Estate recapitalized its Utah hospital portfolio — a five-asset, 692-bed hospital portfolio located in Utah. The hospitals are leased by Catholic Health Initiatives (CHI), a subsidiary of CommonSpirit Health and a member of its obligated group under the Master Trust Indenture governing its bonds. The triple net master lease terms include annual rental increases with the backing of CommonSpirit’s obligated group. The portfolio is situated in a high-value healthcare market and is expected to see continued growth.