Tax Incentive Finance Quarterly

On November 24, 2025, Diversified Energy Company (Diversified or the Company) closed its acquisition of Canvas Energy Inc. (Canvas) for total consideration of approximately $550 million. Diversified acquired Canvas through a corporate transaction with ~3.7 million shares issued to the seller, on-hand liquidity, and proceeds from a new ABS offering. This transaction expands Diversified's presence in Major, Kingfisher and Canadian Counties, and results in combined pro forma production of ~1.3 Bcfe/d.

KeyBanc Capital Markets served as Exclusive Buy-Side Advisor to Diversified.

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 Appalachian Basin spans Pennsylvania, Virginia, West Virginia, Kentucky, Tennessee, and Ohio and consists of multiple productive, shallow conventional formations and two productive, deeper unconventional shale formations, the Marcellus Shale and the slightly deeper Utica Shale. Diversified also operates in the Bossier and Haynesville shale formations and the Cotton Valley sandstones in East Texas and West Louisiana, the Barnett Shale in North Texas and the Mid-Continent producing areas across Central Texas, along with the Anadarko Basin across North Texas and Oklahoma and Permian Basin in West Texas and New Mexico.

Canvas is a private E&P, backed by Amzak Capital Management (Amzak), Avenue Capital Group (Avenue), and Millstreet Capital Management (Millstreet). Canvas engages in the exploration and production of oil and gas, primarily in the Anadarko Basin. 

Headquartered in Boca Raton, Florida, Amzak is a diversified investment manager focused on private equity, real estate, fixed income, and industrial businesses. Headquartered in New York, New York, Avenue is a global investment firm focused on specialty lending, opportunistic credit, and other special situations investments across the United States, Europe and Asia. Headquartered in Boston, Massachusetts, Millstreet is a SEC-registered investment adviser pursuing return streams uncorrelated with traditional asset classes.

On November 21, 2025, KeyBanc Capital Markets (KBCM) successfully advised SeaWestern Holdings, Inc. (SeaWestern or the Company), a portfolio company of Traction Capital Partners (Traction), on its sale to Municipal Emergency Services, LLC (MES), a portfolio company of Platte River Equity L.P. (Platte River). KBCM was selected to serve as SeaWestern’s Exclusive Sell-Side Advisor based on its industry-leading Specialty Distribution investment banking practice, experience in the fire and safety distribution industry, longstanding relationship with the Company and proven M&A execution capabilities.

Founded in 1977 and headquartered in Kirkland, Washington, SeaWestern is a leading distributor of critical fire and life safety solutions in the Western United States. SeaWestern provides best-in-class turnout gear, self-contained breathing apparatuses (SCBAs), compressors, personal protective equipment and emergency vehicle apparatuses. The Company’s footprint spans across 11 states, serving over 2,000 fire stations with distribution rights granted by industry-leading OEM partnerships.

Headquartered in Tacoma, Washington, Traction is a lower middle-market independent sponsor investing in businesses headquartered in the Western United States. The firm focuses on long-term investments while preserving the legacy of the prior owner's business.

Headquartered in Miami, Florida, MES is a leading equipment supplier and service provider to first responders throughout North America. MES’s workforce includes over 300 sales reps and service technicians, covering the United States and Canada from 41 locations.

Headquartered in Denver, Colorado, Platte River Equity is a leading middle-market private equity firm with over $1.7 billion of assets under management. The firm focuses on investing in middle market companies in the United States that possess scalable business models with protected market positions and strong customer relationships.

On November 12, 2025, KeyBanc Capital Markets served as Joint Lead Arranger, Joint Bookrunner and Co-Documentation Agent on a $1.7 billion Senior Secured Credit Facility for Harvest Midstream I, L.P., consisting of a $1.1 billion Senior Secured Revolving Credit Facility and a $600 million Term Loan A. Proceeds will be used to fund the acquisition of Green River Basin assets and Uinta Basin assets from MPLX LP and for general corporate purposes.

Cain Brothers, a division of KeyBanc Capital Markets, served as exclusive financial advisor to Retina-Vitreous Associates Medical Group (“LA Retina”) on its strategic affiliation with Retina Consultants of America (“RCA”), a leading management services organization of retina specialists. Financial terms were not disclosed.

Cain Brothers was engaged to serve as LA Retina’s exclusive financial advisor due to its extensive history of advising physician practices, expertise in ophthalmology and retina, and deep relationships with the relevant buyers. Cain Brothers conducted a competitive marketing process to identify the right partner for LA Retina. This transaction continues Cain Brothers’ strong record in the multi-site physician services sector and is the eighth retina specialty practice Cain Brothers has represented since 2020.

Founded in 1977, LA Retina provides comprehensive medical and surgical care for retinal, macular, and vitreous conditions across Southern California. The practice also offers advanced diagnostic imaging, intravitreal injections, laser treatments, and access to clinical research trials for patients with complex eye diseases. LA Retina’s 11 board-certified and fellowship-trained ophthalmologists take an individualized approach to care that enables patients to receive personalized treatment plans focused on preserving and restoring vision.

RCA is a network of leading retina specialists with the mission of saving sight and improving patient lives through innovation and the highest quality care. Through RCA’s physician-centered practice management model, physicians continue to drive clinical care and practice culture, while benefitting from the business expertise, resources, and shared best practices available through RCA. Physicians across the RCA network conduct more than 2 million visits annually, delivering high-quality care to patients in 23 states. For more information about RCA and its network of practices, please visit www.retinaconsultantsofamerica.com. 

Cain Brothers, a division of KeyBanc Capital Markets, served as exclusive financial advisor to Tenor Health Foundation in its pending acquisition of three hospitals from affiliates of Community Health Systems, Inc. (NYSE: CYH). Cain Brothers was also engaged to arrange debt financing associated with the transaction.

Tenor Health entered into a definitive agreement to acquire 186-bed Regional Hospital of Scranton and 122-bed Moses Taylor Hospital in Scranton, Pennsylvania and 369-bed Wilkes-Barre General Hospital in Wilkes-Barre, Pennsylvania from Commonwealth Health, a subsidiary of Community Health Systems. Rosemawr Management is providing the acquisition financing.

The transaction is subject to customary regulatory approvals and closing conditions and is expected to close in the fourth quarter of 2025. Terms are not being disclosed.

With a mission rooted in advancing equitable and innovative care, Tenor Health Foundation was formed to identify, own, manage, and turn around financially challenged hospitals. They are committed to the needs of a community, providing compassionate care, and delivery quality patient outcomes.

Community Health Systems owns or leases 70 affiliated hospitals in 14 states, with more than 10,000 beds, and operates more than 1,000 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers and ambulatory surgery centers. CHS reported consolidated revenues of $12.6 billion for the last 12 months ending 9/30/2025.

On October 28, 2025, KeyBanc Capital Markets (KBCM) successfully advised ACME Technologies, Inc. (ACME or the Company), on its sale to Peek Travel, Inc. (Peek). KBCM was engaged as the Exclusive Sell-Side Advisor due to its industry-leading sector expertise in ticketing and track record with vertical software and payments business models.

ACME empowers non-profit institutions with its best-in-class visitor experience software via a cloud-based enterprise-grade platform, enabling seamless ticketing and embedded payments offerings for guests. The Company has over a decade of experience providing a breadth of offerings ranging from online ticketing, membership, donation, and payment solutions for the largest Arts and Culture institutions in the US and Canada. ACME has sold 220+ million tickets and memberships, and served 60M+ visitors since its founding in 2014.

Peek is the operating system powering the experiences industry—from museums and attractions to tours and activities. With over $7B in bookings, Peek’s AI-powered platform has helped thousands of merchants to increase revenues, save time and deliver seamless guest experiences. Customers include MoMA, Whitney Museum, Seattle Aquarium, Bryant Park, Looping Group, and Museum of Ice Cream. The company has raised over $150 million from institutional investors including Springcoast Partners, WestCap and Goldman Sachs Alternatives.

On October 23, 2025, KeyBanc Capital Markets served as Co-Documentation Agent on a $500 million Senior Unsecured Revolving Credit Facility for Texas Pacific Land Corporation. Proceeds will be used for general corporate purposes.

On October 14, 2025, KeyBanc Capital Markets Inc. (KBCM) closed $75 million in Senior Secured Credit Facilities for Lightshift Energy’s battery energy storage systems (BESS) portfolio of six operating and 10 construction-ready projects. This financing, which includes a term loan, construction-to-term loan, and tax equity bridge loan, will help strengthen and accelerate Lightshift’s rapidly growing pipeline of energy storage projects across the East Coast.

The portfolio includes 16 battery energy storage projects, totaling 88 MW and 384 MWh in capacity, with installations located in Massachusetts (27 MW), Vermont (19 MW), and Virginia (42 MW). These construction-ready projects are expected to reach commercial operation during the second half of 2026. Revenue will be generated through energy storage service agreements with public power utilities and an industrial client.

This marks the second transaction in 2025 with Lightshift Energy. Earlier in June, KeyBanc Capital Markets served as exclusive financial advisor for Lightshift’s development capital raise from Aiga Capital Partners. 

About Lightshift Energy
Lightshift is a utility-scale energy storage project developer, owner and operator headquartered in Arlington, Virginia. Founded in 2019, Lightshift is developing a diverse, multi-gigawatt pipeline of energy storage projects, located throughout the U.S. With leading energy storage analytics, application design, finance, and development expertise, Lightshift deploys dynamic, multi-use energy storage projects that maximize value for utilities and other partners, while reinvesting directly into the communities where their projects are located.

On October 3, 2025, KeyBanc Capital Markets Inc. (KBCM) successfully closed the syndication of $300 million Senior Secured Credit Facilities for WarHorse Gaming, LLC, wholly owned by the Winnebago Tribe of Nebraska’s award-winning economic development corporation, Ho-Chunk, Inc. The financing included a $250 million Term Loan A and a $50 million Revolving Credit Facility. Proceeds will be used to refinance existing indebtedness, fund working capital and capital expenditures, and general corporate purposes.

KBCM was selected to serve as Joint Lead Arranger on the transaction due to our successful track record of executing syndicated transactions and industry expertise in the debt capital markets.

About WarHorse Gaming, LLC
The Tribe established WarHorse in 2022 to develop, own, and operate two commercial casinos in eastern Nebraska: WarHorse Gaming Lincoln, LLC and WarHorse Gaming Omaha, LLC. WarHorse completed its multi-phase development in April 2025 and currently features an aggregate of 1,900 slot machines, 28 table games, several F&B options, and other premium amenities.

About Ho-Chunk, Inc.
Ho-Chunk, Inc. (“Ho-Chunk”) was established in 1994 as an independent commercial entity owned by the Tribe. Ho-Chunk owns and operates a diversified portfolio of businesses spanning multiple end markets including gaming & real estate, manufacturing & distribution, consumer, and government contracting. As a long-term capital provider, Ho-Chunk prioritizes their dual mission of generating revenue and affecting positive social and economic impact.

About Winnebago Tribe of Nebraska
Winnebago Tribe of Nebraska is a federally recognized sovereign nation comprised of over 5,000 enrolled members. Tribal lands encompass over 27,600 acres across eastern Nebraska.

On October 3, 2025, KeyBanc Capital Markets (KBCM) successfully advised Avance Investment Management, LLC (Avance or the Company) on its acquisition of Barchemy, LLC (Barchemy), a developer and manufacturer of chocolate and confectionery ingredients. KBCM was engaged to serve as the Exclusive Buy-Side Advisor to Avance based on our long-standing relationship with the Company and Barchemy, deep Food & Beverage domain expertise and relevant M&A execution experience.

Avance is a private equity firm with offices in New York and Miami, focused on building middle market businesses in partnership with talented founders and management teams. Avance makes thematic investments within the Consumer, Services and Technology sectors in the U.S., seeking attractive opportunities with catalysts for growth within fragmented spaces with consolidation opportunities. The Company has a long history of partnering with founder-owned businesses, industry executives and management teams to add value.

Founded in 2005, Barchemy is an innovative manufacturer of high-quality, better-for-you chocolate and confectionary ingredients for the nutritional bar, bakery, confectionary and ice cream industries. Barchemy specializes in custom-formulated solutions across several applications and formats, offering an assortment of ~300 coatings, filings and inclusions. Barchemy is headquartered near Pittsburgh, Pennsylvania where it operates ~110K sq. ft. of manufacturing space across three facilities.

Cain Brothers, a division of KeyBanc Capital Markets, is serving as the exclusive advisor to CommonSpirit Health in its sale of Trinity Health System. CommonSpirit and University of Pittsburgh Medical Center have publicly announced the signing of a non-binding letter of intent to integrate Trinity into the UPMC system.

Cain Brothers was engaged based on our expertise in the hospital and health system sector and strong understanding of the local market.  Cain Brothers engaged with parties interested in continuing Trinity’s mission, leading to a letter of intent with UPMC. Over the next several months, both parties will work towards a definitive agreement, pending customary regulatory review and approvals.

CommonSpirit Health is one of the nation’s largest nonprofit Catholic health systems, delivering over 20 million patient encounters annually across 138 hospital-based locations and 2,300 care sites. Serving 24 states, CommonSpirit Health employs 160,000 team members, including 45,000 nurses and 25,000 physicians.

Trinity Health System, based in Steubenville, Ohio, is a member of CommonSpirit. With a full network of hospitals, physician practices, and specialty services across the Ohio Valley, Trinity Health System is committed to improving community health with excellence and faith-driven service.

UPMC is a leading nonprofit health care provider and insurer headquartered in Pittsburgh. With 100,000 employees and 5,000 physicians, UPMC operates 40 hospitals and 800 outpatient sites across Pennsylvania, New York, Maryland, and overseas. UPMC’s insurance services cover more than 4 million members. UPMC invests nearly $2 billion annually in community benefits, the most of any health system in Pennsylvania.

KeyBank Community Development Lending & Investment provided $71.2 million in capital for new construction of The Heights, a 160-unit affordable housing project in Akron, Ohio. All 160 units will serve families and individuals earning no more than 40%-70% of Area Median Income (AMI). The property will feature amenities for residents that will include a clubhouse and picnic area, fitness center, and a playground. We want to thank DFP Development LLC and Industrial Realty Group LLC for their sponsorship and shared mission to build much-needed affordable housing in Ohio.

The financing includes a $30.1 million construction loan, $26.2 million in LIHTC equity, $15.4 million permanent loan arranged by Key Commercial Mortgage Group, and $25 million public sale of tax-exempt private activity bonds arranged by KeyBank Capital Markets.