Tax Incentive Finance Quarterly

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 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 (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.

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 18, 2025, KeyBank Specialty Finance Lending (KBSFL) closed a new $100MM senior secured revolving credit facility with Lendistry Core SPV II, LLC as the borrower. The facility is secured by a portfolio of small business loans originated by Lendistry. Individual loans within the portfolio range from $10,000 to $500,000 and span a diverse set of industry sectors. The structure includes a revolving period, followed by an amortization term. Lendistry Core SPV II, LLC is a bankruptcy remote wholly owned special purpose entity owned by B.S.D. Capital, Inc. dba Lendistry. KeyBank Specialty Finance Lending served as Administrative Agent and Sole Lender.

Lendistry Overview
Lendistry, also known as B.S.D. Capital, is a small business lender founded in 2015 by Everett Sands. Over the past decade, the company has originated more than $5 billion in loans through multiple lending channels. Lendistry has grown into a significant player in the small business lending space by partnering with 15 states to deliver financing through various federal and state economic programs. The company plans to expand its state-level partnerships to more than 40 states by 2026. Lendistry also serves as the servicer for most of its originated loans and generates additional fee income by facilitating loans and grant funding available through government programs.

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.