Tax Incentive Finance Quarterly

On November 3, 2025, KeyBanc Capital Markets Inc. (KBCM) successfully closed $1.05 billion of Senior Secured Credit Facilities (the Facilities) for Apex Clean Energy (Apex). The Facilities are comprised of a $500 million Term Loan Facility, a $400 million Letter of Credit Facility, and a $150 million Revolving Credit Facility. Proceeds will be used to fund Apex’s next phase of growth. KBCM acted as Coordinating Lead Arranger.

Apex Clean Energy Overview
Apex Clean Energy was founded with a singular focus: to accelerate the shift to clean energy. Through origination, development, construction, and operation of utility-scale wind, solar, and storage facilities and distributed energy resources, Apex is expanding the renewable frontier across the United States. The company’s mission-driven team uses a data-focused approach and an unrivaled portfolio of projects to create solutions for the world’s most innovative and forward-thinking customers.

KeyBanc Capital Markets and Cain Brothers, a division of KeyBanc Capital Markets, Inc., successfully closed a financing in support of Sevita, a portfolio company of Centerbridge Partners, Madison Dearborn Partners, and The Vistria Group.

Proceeds from the financing were used to acquire BrightSpring Health’s Community Living division and to refinance existing indebtedness. The transaction consisted of a $314 million Revolving Credit Facility, a $875 million Term Loan B, a $375 million Delayed Draw Term Loan B, and $1.275 billion of Senior Secured Notes.

Sevita is a national provider of home and community-based services to specialized, complex patient populations with a range of medical, behavioral, and social needs. Since being founded in 1980, the Company has evolved from a single residential program to a diversified network operating across 40 states with 43,900+ individuals served.

Centerbridge Partners is a New York City-headquartered private investment firm with $18 billion of capital commitments and $38 billion of AUM. Founded in 2005, Centerbridge seeks to back strong management teams to drive operational improvements and other value creation strategies.

Founded in 1992, Madison Dearborn Partners is a Chicago-based private equity firm, with $19 billion of committed capital, focusing on the Basic Industries, Financial Services, Healthcare, and Technology & Government sectors.

Headquartered in Chicago and founded in 2013, The Vistria Group is a private equity firm focused on investing in the Education, Financial Services, and Healthcare sectors with $7 billion of AUM across 40+ portfolio companies.

On December 22, 2025, KeyBanc Capital Markets (KBCM) successfully advised Excel Testing and Engineering Holdings, LLC (Excel Engineering, or the Company), a portfolio company of Rock Island Capital (Rock Island), on its sale to Fusion Capital Partners (Fusion). 

KBCM was selected to serve as Exclusive Sell-Side Advisor based on its industry-leading Industrial & Business Services practice, deep industry expertise, extensive financial buyer relationships, relevant transaction experience and proven track record of successful M&A execution. 

Founded in 2002, Excel Engineering is a leading North American engineering and equipment testing, inspection, certification and compliance (TICC) services platform, delivering trusted, independent testing solutions across a diverse array of applications, including internal combustion engines, powertrains, generators and battery systems. The Company has earned its reputation as the partner of choice based on its technical expertise and long-tenured relationships with blue-chip OEMs. Excel Engineering is headquartered in Diagonal, Iowa and has three testing facilities across the Midwest. 

Based in Chicago, Illinois, Rock Island is a private equity firm focused on partnering with middle-market companies in the United States to support their growth objectives. Rock Island provides flexible structure capital investments across manufacturing, distribution and service companies with tested business models and experienced management teams. 

Fusion is a Los Angeles, California-based private equity firm focused on investments in engineered products and essential services businesses across the commercial and industrial markets of North America. Fusion seeks to make equity investments in middle-market companies with a robust value creation plan and facing an inflection point in their growth journey.

On December 18, 2025, KeyBanc Capital Markets (KBCM) successfully advised Hasgrove Limited (Interact), a leading provider of employee experience software, on its majority investment from Castik Capital S.à r.l. (Castik). This strategic investment will allow Interact to accelerate product innovation, scale operations, and expand global reach through both targeted M&A and market expansion. Selling shareholders included Unicorn Asset Management, Octopus Ventures, and Perwyn Advisors. KBCM worked alongside its exclusive U.K. partner Clearwater International on the transaction.

Headquartered in Manchester, United Kingdom, Interact is a leading employee experience platform that helps organizations facilitate internal communication, foster knowledge sharing, and boost employee engagement. Interact provides solutions for enterprise Internal Communications, Human Resources, and Information Technology teams. The company currently serves a broad range of blue-chip customers across North America, EMEA, and the Middle East, with its largest markets being the United States and the United Kingdom.

Founded in 2014 and based in Luxembourg, Castik is a private equity investment manager acquiring majority ownership positions in European companies. Castik’s sector focus covers technology-enabled business services, software and internet platforms, specialist healthcare, and industrial technology.

On December 17, 2025, KeyBanc Capital Markets Inc. (KBCM) successfully closed $66.5 million of Senior Secured Credit Facilities (the Facilities) in support of Cenergy Power (Cenergy), their IL Grounded III portfolio (the Portfolio) and in collaboration with ESP Solar LLC and Grounded ESP III LLC. The Facilities total a $26.2 million construction-to-term loan, $38.6 million in aggregate bridge loans, and $1.7 million in letters of credit, which will be utilized to fund the Portfolio’s construction costs. KBCM acted as Coordinating Lead Arranger, Depositary Agent, Collateral Agent, and Administrative Agent.

The Portfolio comprises four Illinois community solar assets totaling 20 MW across the Ameren and ComEd utility zones. All projects received the IL Shines REC awards and are expected to reach commercial operations in 2026.

This represents the second financing transaction between KBCM and Cenergy.

About Cenergy Power
Based in California, Cenergy is a leading national commercial solar developer with over 450 MWs of solar experience working with local communities and businesses.

On December 16, 2025, KeyBanc Capital Markets (KBCM) successfully advised Kingston HealthCare Company, LLC (Kingston) on its sale to American Healthcare REIT, Inc. (AHR), along with its operating partner Trilogy Health Services, LLC (Trilogy). This strategic acquisition deepens Trilogy’s presence across Indiana and Ohio, strengthening its mission to make lives better for residents, their families, and their communities through exceptional care and service. KBCM served as Exclusive Sell-Side Advisor to Kingston.

Kingston HealthCare Company, based in Toledo, Ohio, operates 14 senior living communities and employs over 1,800 team members. Kingston has provided high-quality senior care for nearly four decades, earning a reputation for excellence, innovation, and a deep commitment to their employees and residents.

American Healthcare REIT (NYSE: AHR) is a self-managed real estate investment trust that acquires, owns, and operates a diversified portfolio of clinical healthcare real estate properties, focusing primarily on senior housing, skilled nursing facilities, outpatient medical buildings, and other healthcare-related facilities.

Trilogy Health Services, founded in 1997, is based in Louisville, Kentucky and operates more than 130 senior living communities throughout Kentucky, Indiana, Ohio, Michigan, and Wisconsin. Recognized for its outstanding clinical quality and innovative solutions, Trilogy serves more than 12,000 seniors and employs about 18,000 team members.

On December 15, 2025, KeyBanc Capital Markets (KBCM) successfully advised AtScale, the leading Universal Semantic Layer technology provider, on a significant strategic investment from Snowflake. KBCM was retained as the Exclusive Financial Advisor due to its strong capital-raising capabilities, as well as its industry-leading infrastructure software sector expertise, close relationships within the strategic ecosystem, and its ability to handle complex transactions.

AtScale enables smarter data-driven decisions by delivering a Universal Semantic Layer that unifies business logic, accelerates performance, and provides consistent metrics across BI tools and AI applications. As the pioneer of modern semantic layer technology, AtScale has helped leading enterprises turn their cloud data platforms into governed, scalable, analytics-ready environments for more than a decade. Recognized as a Leader and Fast Mover in GigaOm's 2025 Semantic Layer Radar, AtScale serves more global Fortune 500 enterprises in production than any other semantic layer provider.

Snowflake is the platform for the AI era, making it easy for enterprises to innovate faster and get more value from data. More than 12,600 customers around the globe, including hundreds of the world’s largest companies, use Snowflake’s AI Data Cloud to build, use and share data, applications and AI. With Snowflake, data and AI are transformative for everyone. Based in Bozeman, Montana, Snowflake trades on the New York Stock Exchange under the ticker SNOW.

On December 1, 2025, KeyBanc Capital Markets (KBCM) successfully advised FluentStream Corp. (FluentStream or the Company), a leading provider of enterprise-grade business phone services for small and medium-sized organizations, on its sale to Ooma, Inc. (Ooma).

Founded in 2010, FluentStream is a cloud communications provider, offering voice, text, mobile, and call-center features. Under PSG’s ownership since 2018, the Company has grown significantly through a series of acquisitions and expanded partner programs. FluentStream is headquartered in Denver, Colorado, and serves approximately 80,000 users across North America.

Founded in 2003, Ooma (NYSE: OOMA) delivers phone, messaging, video, and advanced communications services. Ooma’s offerings include Ooma Office for small to medium-sized businesses; Ooma AirDial for businesses looking to replace aging copper phone lines; Ooma 2600Hz for businesses that provide their own communications solutions built on a white-label platform; and Ooma Telo for residential consumers who value a landline experience. Ooma is headquartered in Sunnyvale, California, and serves more than 2 million users across North America.

Cain Brothers, a division of KeyBanc Capital Markets, acted as exclusive financial advisor to Blue Cross and Blue Shield of Kansas City ("KC") on its pending affiliation with Highmark, Inc ("Highmark"). 

Cain Brothers was engaged to identify an optimal partner that could help achieve efficiencies, add new capabilities, and drive more affordable health care. Through this affiliation, Blue KC will maintain its local leadership, brand, and commitment to accessible and affordable health care, while gaining access to Highmark’s scale, diversified businesses and leading technology capabilities. This affiliation further solidifies Cain Brothers’ managed care franchise and demonstrates its unparalleled experience advising BCBS plans.

Serving members since 1938, Blue Cross and Blue Shield of Kansas City is the largest not-for-profit health insurer in Missouri and the only not-for-profit commercial health insurer in Kansas City.  Blue KC provides health coverage services to more than one million residents in the greater Kansas City area, including Johnson and Wyandotte counties in Kansas and 30 counties in Northwest Missouri. Blue KC's mission: to provide affordable access to healthcare and to improve the health of its members.

An independent licensee of the Blue Cross Blue Shield Association, Highmark, Inc., together with its affiliates, collectively comprise the fifth largest overall Blue Cross Blue Shield-affiliated organization in the country with more than 7 million members in Pennsylvania, Delaware, West Virginia, and western and northeastern New York. Its diversified businesses serve group customer and individual needs across the United States through dental insurance and other related businesses.

In late November 2025, KeyBanc Capital Markets (KBCM) successfully advised Campers Inn, Inc. (Campers Inn or the Company) on its acquisition of Lazydays Holdings Inc. (Lazydays).  

KBCM was selected to serve as Campers Inn’s Exclusive Buy-Side Advisor based on its industry-leading specialty distribution practice, long history of transaction success within the recreational products industry and track record of successful M&A execution.

Campers Inn is a leading, family-owned and operated distributor of recreational vehicles and related services. Founded in 1966, the Company offers a wide selection of new and pre-owned recreational vehicles, parts, accessories and maintenance solutions to retail customers nationwide. Headquartered in Jacksonville, Florida, the Company operates more than 50 dealership locations throughout the country post-acquisition. Campers Inn maintains relationships with over 30 industry-leading OEMs to provide a diversified product portfolio to their customers.

Headquartered in Tampa, Florida, Lazydays is a leading provider of new and used recreational vehicles and service solutions throughout the United States. Founded in 1976, Lazydays has developed a strong reputation for providing premier customer experience, supported by exceptional service and unparalleled product expertise. Lazydays operates across 13 facilities nationwide, offering a full suite of solutions, including sales, service, parts & accessories, financing and maintenance, creating a one-stop-shop platform for its customers. Lazydays was formerly a publicly listed company on the Nasdaq stock exchange (GORV).

On November 25, 2025, KeyBanc Capital Markets Inc. (KBCM) successfully closed the syndication of $425 million Senior Secured Credit Facilities for Jamul Indian Village Development Corporation (JIVDC), a wholly-owned enterprise of the Jamul Indian Village of California (the Tribe). The Credit Facilities are comprised of a $200 million Revolving Credit Facility and a $225 million Term Loan. Proceeds from the Credit Facilities will be used to refinance existing debt and pay related fees and expenses. 

KBCM acted as Left Lead Arranger, Joint Bookrunner and Administrative Agent on the financing and was awarded Left Lead Arranger due to its long-standing relationship with JIVDC and its expertise in debt capital markets and Native American financial services. Previously in 2023, KBCM led the financing in support of JIVDC’s construction and development of the Jamul Casino’s ~$270 million boutique hotel tower. 

About Jamul Indian Village of California
Jamul Indian Village of California, formally recognized in 1981 as a sovereign Indian nation by the United States Government, is one of the 13 bands of the Kumeyaay Nation and has approximately 75 enrolled members. The Tribe, through JIDVC, owns and operates the Jamul Casino. 

About Jamul Casino
Opened in 2016, the Jamul Casino is in Jamul, California, San Diego County, and is owned and operated by Jamul Indian Village Development Corporation. The award-winning casino features nearly 1,700 slot machines, 52 live table games, a dedicated poker room, and various restaurants, bars, and lounges. In August 2025, JIVDC welcomed guests to the official grand opening of its state-of-the-art boutique hotel tower, marking a new era in Southern California hospitality and transforming the Casino into San Diego’s premier new luxury destination. The 16-story property features 200 rooms, a premium spa with a full-service salon, a rooftop pool with sweeping mountain views, and a signature dining venue.

On November 25, 2025, KeyBanc Capital Markets (KBCM) successfully advised Warren Equity Partners (WEP) on its acquisition of American Roller Company (American Roller, or the Company). 

KBCM was selected to serve as Warren’s Buy-Side Advisor based on its industry-leading Industrial & Business Services practice, longstanding relationship with WEP, and unique insight into American Roller and its industry.

WEP is a Jacksonville, Florida-based private equity firm targeting investments in middle market companies operating primarily across infrastructure, utilities, industrial, and business services end markets. WEP is currently investing out of their $2.3 billion fifth fund and, since inception, has raised a total of $4.5 billion in capital across 34 platform investments and 179 total completed transactions.

Founded in 1938, American Roller provides design, repair, and testing services for industrial rollers. The Company designs and services products including heat transfer rollers, arco-Tron charge rollers, chrome plating, arco-flow rollers, and anti-static idler rollers for a wide range of applications within the metals, pulp & paper, power generation, marine, medical, textile, printing, and flexible packaging end markets.