Jonathan M.A. Melmed

Partner Corporate, Finance and Investments

New York: +1 212 556 2344 [email protected]

Jonathan Melmed is a Mergers & Acquisitions/Private Equity corporate partner based in New York. He is Co-Chair of the firm’s Global Private Equity/M&A practice with over 20 years of experience and is currently serving on our Policy Committee, the firm’s governing and management group. Jonathan represents private equity funds, pension plans, sovereigns, family offices, hedge funds, corporate clients and investment banks re U.S. and international M&A, private equity and complex corporate transactions. Jonathan has extensive M&A and PE experience across many sectors, including in the energy, power, infrastructure, financial services, media, telecommunications, fiber, telecom, technology, life sciences, health care, pharma, and real estate/REIT sectors, and has extensive SPAC M&A experience. Jonathan is also the Co-Chair of the firm’s Global Energy Power & Infrastructure practice, leads our Canada practice and co-leads our Energy Transition practice. Jonathan is also consistently recognized as a leading renewable energy lawyer in the U.S. by Legal 500 U.S. and has one of the most active renewable energy and infra Private Equity and M&A practices in the country.

Recognition and Honors

He has been recognized as a leading M&A lawyer in Chambers USA in 2014-2015, 2020, and 2021, and in Chambers Global in 2014 - 2021. Jonathan was also recognized as a leading U.S. Private Equity Buyouts lawyer by Legal 500 U.S. in 2016-2021. Additionally, in 2011-2014 and 2017-2021 Jonathan was recognized by the Legal 500 U.S. for M&A as well as in 2013, 2014, and 2017-2021 as a leading lawyer in the U.S. for Energy: Renewable/Alternative Power. Legal 500 U.S. for M&A has referred to Mr. Melmed as “incredibly responsive and able to handle difficult negotiations and matters...results oriented.” Jonathan has also been recognized by New York Super Lawyers for M&A in 2010, 2013, 2014, 2015, 2016, 2017, 2018, and 2019.

Jonathan’s representative fund clients have included, among others, The Alaska Permanent Fund, Blackstone Energy Partners, BMO Capital, Brevan Howard, Brookfield Energy Partners, the Caisse de Dépôt et Placement du Québec, Caithness Private Equity, Capital Dynamics, Citi Alternative Investments, Crestline Private Equity, D.E. Shaw, DRI Capital, DW Partners, EJF Capital, Elliott Associates, EnerTech Capital Partners, Axium Infrastructure, First Reserve, Greensoil Investments, Hapoalim Capital, Harbinger Capital Partners, iCON Infrastructure, La Coop fédérée, LBO France Gestion, Lyxor (f/k/a Société Générale Asset Management), Macquarie Capital, Morgan Stanley 1 www.kslaw.com 1 Private Equity, Novus Capital, OMERS Private Equity, Ontario Teachers, Opus Capital, SCP Private Equity, Southern Cross Private Equity, Starwood Energy Group, Strategic Value Partners, TOMS Capital, TPG Sixth Street Partners and UBS Infrastructure & Private Equity.

Matters

Represented Hotwire Communications, a leading provider of fiber-to-the-home in the United States, in connection with a large private equity investment by Blackstone Tactical Opportunities and Blackstone Infrastructure Partners. (2021)

Represented Lightning Systems, Inc. re its merger with GigCapital3, Inc., a special purpose acquisition company (or SPAC). (2021)

Representing Starwood Energy Group Global re numerous renewable natural gas Private Equity acquisitions in the U.S. from various developers. (2021)

Representing Axium Infrastructure re its acquisition of 100% of Upper Peninsula Holding Company from Basalt Infrastructure Partners. Please click here to read the press release. (2021)

Representing Capital Dynamics, a Swiss/NYC-based PE fund re its pending acquisition of a 70% interest in a 127MW operating solar power plant located in Arizona from Apollo Global Management. (2021)

Representing a private equity fund re its acquisition of recycled water gathering systems and wells in the Permian basin. (2021)

Representing UBS Infrastructure and Private Equity, re the sale of a portfolio of 14 conventional/natural gas, operating power plants located in the U.S. and in the Caribbean to Contour Global, PLC. (2021)

Representing TPG/TSSP/Infrastructure re a private equity transaction in the U.S. Student Housing space structured as a P3. (2021)

Representing an equity member of a consortium of private capital that is re-developing New York's JFK Airport's Terminal 1 as part of a P3 transaction. (2021)

Represented Starwood Energy Group re its acquisition and construction equity financing of Gulf Coast Ammonia, the developer of a world-scale $900 million anhydrous ammonia plant in Texas, from Macquarie Capital, Mabanaft GmbH & Co. KG and Agrifos. The deal was named the “2019 North American Petrochemicals Deal of the Year” by Proximo. Please click here to read the press release. (2020)

Represented Capital Dynamics, a Swiss/NYC-based PE fund re its acquisition of a 300MW portfolio of operating solar power plants located in California, Delaware and Arizona from LS Power. Please click here to read the press release. (2020)

Represented D.E. Shaw Renewable Investments re its acquisition, tax equity financing and project financing of two solar PV projects in Louisiana, totaling 70 MW. Please click here to read the press release. (2020)

Represented Axium Infrastructure re its acquisition of a large equity interest in CPV Three Rivers Energy Center, a 1,258 MW power project to be constructed in northeastern Illinois, from affiliates of General Electric Company and Competitive Power Ventures, Inc. Please click here to read the

2 www.kslaw.com 2 press release. (2020)

Represented Capital Dynamics, a Swiss/NYC private equity fund re its acquisition from Middle River Power and the subsequent development and construction of the 60 MW / 240 MWh Coso battery storage project located in California as one of the first battery storage projects selected to meet the California Public Utilities Commission’s mandate to meet California’s rapidly increasing needs for resource adequacy. (2020)

Represented Macquarie Green re its private equity investment in a battery storage business. (2020)

Represented a private equity fund re its acquisition and associated construction financing of a 39- acre organic produce greenhouse complex. (2020)

Represented DE Shaw Renewable Investments re its sale of a 49% equity interest in a portfolio of operating and to be constructed solar projects to a group of financial investors, led by Ullico and Fiera Infrastructure. (2020)

Represented DE Shaw Renewable Investments re its acquisition, tax equity and project financing of a 100 MWac solar PV project in Utah. (2020)

Represented Macquarie Green re its investment in an electric vehicle joint venture with a leading electric vehicle manufacturer. (2020)

Represented Luminus Management re its (Section 363 of the U.S. Bankruptcy Code) acquisition of the trucking logistics/assets and subsidiaries comprising the Mexico-based business of Taylor Express, Inc., from the Celadon Group, Inc. (2020)

Represented a private equity fund re its bid to acquire certain rail operations and related assets from Dow at certain Dow-owned manufacturing sites in the U.S. and Canada. (2020)

Represented Starwood Energy re its bid to acquire two combined-cycle gas turbine facilities located in California and Arizona and the senior debt of two combined-cycle gas turbine facilities in Massachusetts and New York from CSG Investments/Beal Bank. (2020)

Represented a private equity fund re its bid to acquire a waste to renewable natural gas facility located in Oregon from Equilibrium Capital. (2020)

Representing an ethanol producer and affiliate of a hybrid hedge/private equity fund re a first in kind tax equity financing under 45Q Carbon Sequestration transaction located in Texas. (2020)

Represented a private equity fund backed management buyout of a non-U.S. bank. (2020)

Represented DE Shaw & Co. re a real estate private equity sell-side transaction in the U.S. (2020)

Represented Axium Infrastructure re its bid to acquire a portfolio of 1.9GW of renewable energy assets in the U.S. (2020)

Represented Morguard re its acquisition of a 50% equity interest in a multi-family residential property located in Chicago from CIM Group. (2020)

Represented InstarAGF Infrastructure re its acquisition of Texas-based Oilfield Water Logistics, an energy services company from Natural Gas Partners. Please click here to read the press release. (2019)

Represented DE Shaw & Co. and its FinTech portfolio company re a private equity investment by a

3 www.kslaw.com 3 private equity fund into such portfolio company. (2019)

Represented InstarAGF Essential Infrastructure, a North American-based private equity fund, re its leveraged buyout of a portfolio of US pipeline and terminal assets from affiliates of Buckeye Partners, L.P., including a jet fuel pipeline from Port Everglades, Florida to the Ft. Lauderdale and Miami, Florida airports, pipelines and terminal facilities serving the Reno, Nevada, San Diego, California and Memphis, Tennessee airports, and refined petroleum products terminals in Sacramento and Stockton, California (2018).

Represented Starwood Energy Group Global, a leading private equity fund focused on energy infrastructure, re its $1.23 billion acquisition of 100% of the equity interests in the operating subsidiaries of two of Dominion Energy’s combined-cycle gas turbine plants. (2018)

Represented Tradewind Energy re the divestiture of its 3GW+ wind asset portfolio to Invenergy, LLC. (2019)

Represented Morguard re its pending acquisition of a multi-family residential property in the U.S. (2019)

Represented Atlas Merchant Capital re its bid to acquire a consumer lending business in the U.S. (2019)

Represented Caisse de dépôt et placement du Québec re its acquisition of a substantial minority interest in Avison Young, a leading real estate services company located in Canada and the U.S. (2018)

Represented Axium Infrastructure re its acquisition of a 50% equity interest in a transmission line called Coachella under development from Oak Tree Capital. (2019)

Represented Tradewind Energy, Inc. re its sale of its 5GW+ solar power and energy storage platforms to Macquarie Infrastructure/Capital. (2019)

Represented Starwood Energy Group re its (Section 363 of the U.S. Bankruptcy Code) leveraged buyout of 100% of the assets constituting the West Lorain Power Plant located in Lorain, Ohio from FirstEnergy Generation, LLC which are oil-fired power plants. (2019)

Represented Starwood Energy Group re its acquisition of the RockGen and Garrison combined cycle natural gas electric generation facilities from affiliates of Calpine Corporation, a portfolio company of Energy Capital Partners. (2019)

Represented Goldman Sachs Special Situations Investing Group, Inc. in connection with the equity aspects of Gymboree Group, Inc.

Represented InstarAGF re its bid to acquire a U.S. desalinization business. (2019)

Represented a PE Fund re a bid to acquire a portfolio of wind and solar assets. (2019)

Represented LBO France in connection with an industrial sector recapitalization. (2019)

Represented a PE-sponsored company and its affiliate re a joint venture with a leading oil & gas company in a section 45Q novel tax equity transaction involving ethanol and carbon sequestration. (2019)

Represented Starwood Energy Group re the sale of a 50% equity interest in its Compass Power Generation gas-fired portfolio located in Massachusetts and Pennsylvania, to an affiliate of JERA 4 www.kslaw.com 4 Co. (2018)

Represented DE Shaw Renewable Investments re connection with the acquisition of a solar PV power plant located in Louisiana. (2018)

Represented UBS Infrastructure re an acquisition of a combined cycle natural gas power plant portfolio located in Connecticut. (2018)

Represented a hedge fund re a pending proxy dispute with an energy company. (2018)

Represented Starwood Energy Group re its bid for a combined cycle natural gas portfolio located in Arizona. (2018)

Represented DE Shaw Renewable Investments in connection with the acquisition and tax equity financing of a solar PV power plant located in California. (2018)

Represented Axium Infrastructure re its bid to acquire a hydro pump storage facility located in Pennsylvania. (2018)

Represented Luminus Management re its bid to acquire two jack-up rigs located in Mexico. (2018)

Represented InstarAGF Asset Management re its bid for a midstream pipeline located in Ohio. (2018)

Represented Axium Infrastructure re its bid to acquire a 50% interest in a solar power plant portfolio. (2018)

Represented Axium Infrastructure re its bid to acquire a solar distributed generation portfolio in the U.S. (2018)

Represented InstarAGF Asset Management re its acquisition from Lincolnshire Management of AMPORTS, a U.S. and Mexico-based logistics car processing port terminal portfolio (2018).

Represented OMERS Private Equity re its sale of Sysomos, a data analytics company. (2018)

Represented an energy/infra private equity fund re its acquisition of a natural gas power plant portfolio located in PJM. (2018)

Represented UBS Infrastructure & Private Equity re its acquisition of a significant minority interest in a 785 MW combined-cycle natural-gas-fired electricity generation power plant located in Connecticut from G.E. (2017)

Represented DE Shaw Renewable Investments re its acquisition, tax equity financing, and project financings of a 46 MW solar power plant in Arizona; Seller was Torch Clean Energy. (2017)

Represented Starwood Energy Group re its leveraged buyout of a portfolio of natural-gas-fired electricity generation plants located in Massachusetts, from Dynegy, Inc. (2017)

Represented Global Partnership Investing Capital (“GPI”), a private equity fund, in connection with the $2.5 billion funding round of GrabTaxi.

Represented DE Shaw Renewable Investments re the acquisition, tax equity financing and back- leverage debt financing of the Cuyama Project, a utility scale 40 MW-ac solar PV project, from First Solar, Inc. located in California.

Represented Axium Infrastructure in connection with the Axium-led consortium to acquire the 5 www.kslaw.com 5 energy assets that supply Ohio State University in excess of $1 billion. (This transaction marked one of the largest P3 social infrastructure deals in the U.S.) (2017)

Represented OMERS Private Equity (USA) re its acquisition of a U.S.-India based technology company. (2017)

Represented First Reserve re its sale of its energy/infrastructure portfolio to BlackRock. (2017)

Represented Morguard, a $21 billion AUM, Toronto/NY-based real estate buyout fund/REIT, re its leveraged buyout of a 46-story luxury apartment building from Magellan Development for $222.5 million located in Chicago, IL. (2017)

Represented Spring Lane Capital, re the first closing of its $400 million targeted inaugural energy buyout fund. (2017)

Represented OMERS Private Equity re its sale of Marketwired to NASDAQ. (2016)

Represented Starwood Energy Group, a Greenwich, CT-based private equity fund, re its acquisition of a 790-megawatt combined-cycle natural-gas-fired generation power plant and a 50MW "Peaker" natural-gas-fired generation power plant located in Marcus Hook, Pennsylvania from NextEra Energy Resources for $760M. (2016)

Represented a leading NY-based hedge fund , re its acquisition and related tax equity and construction financing of a 52MW PV solar power project located in Mississippi, which marks the largest solar project development in Mississippi. (2016)

Represented First Reserve, a Greenwich, CT-based private equity fund, in connection with the leveraged buyout from Apex Clean Energy and multiple financings of a 298 megawatt wind farm under development in Oklahoma. This transaction marked the first U.S. renewables acquisition by First Reserve and was named the Financial Deal of the Year at the 2015 Platts Global Energy Awards. (2016)

Represented UBS Infrastructure & Private Equity, a New York-based private equity fund, re its leveraged buyout of a portfolio of 14 conventional energy power plants located in the U.S. and in the Caribbean. (2016)

Represented Brookfield Renewable Energy Partners, a Canadian-based private equity fund, re its leveraged buyout of two hydro power plants (approximately 292 MW) located in Pennsylvania from Talen Energy for $860M. (2016)

Represented Axium Infrastructure, a private equity fund, re its acquisition from EDF Renewable Energy, Inc. of a 50% equity interest in the Slate Creek Wind Project, LLC, a 150 MW operating wind farm located in Kansas. (2016)

Represented a Canadian real estate buyout fund re its establishment of a U.S. private REIT with a Canadian pension plan to acquire U.S. multi-family buildings and offices. (2016)

Represented AIG re its private equity investment in a cybersecurity company. (2016)

Represented Vale re a tender offer bid for all of the outstanding shares of capital stock of NYSE- listed Alcan Inc. The winning bid was for $38 billion. (2016)

Represented a co-lead investment bank as financial advisor to CNOOC Ltd., China’s largest producer of offshore crude oil and natural gas, re its $19.4 billion acquisition of Nexen Inc., an

6 www.kslaw.com 6 NYSE-listed upstream oil and gas company. This transaction was named “Global M&A Deal of the Year” by The American Lawyer. (2016)

Represented the Alaska Permanent Fund in connection with a private equity transaction involving BlackRock Private Equity in the U.S. (2016)

Represented Harbinger Capital Partners LLC re its acquisition of Old Mutual U.S. Life Holdings, Inc. for approximately $350 million. (2016)

Represented Elliott Management, a New York-based hedge fund, re a proposed acquisition in the insurance sector. (2016)

Represented a U.S. private equity fund re its bid to acquire a C&I solar portfolio located in the U.S. (2016)

Represented a U.S. private equity fund re its bid to acquire a hydro portfolio located in the U.S. (2016)

Represented a U.S. hedge fund re its acquisition of a 100MW solar power plant located in Arizona under development and its ongoing tax equity financing of such project. (2016)

Represented a New York-based private equity fund re its bid to acquire a portfolio of natural gas power-producing assets located in Colorado. (2016)

Represented UMT Consulting, a technology consulting company, re its sale to Ernst & Young. (2015)

Represented an energy company re the sale of a U.S., utility scale solar PV portfolio. (2015)

Represented a private equity fund re its bid to acquire a NY-based wind energy company. (2015)

Represented an international pension plan re its acquisition of a U.S. social media company. (2015)

Represented Kruger Energy re the potential sale of a U.S. energy asset in the solar sector. (2015)

Represented Swiss Life re a private equity investment in a 1.1 GW U.S. wind portfolio. (2015)

Represented a non-U.S. pension plan re its acquisition of an equity interest in a U.S. toll road. (2014)

Represented LBO France Gestion re its leveraged buyout of 100% of McIntosh, a high-end audio equipment company, and certain other U.S. operating subsidiaries of Italy-based Fine Sounds S.p.A. (2014)

Represented UBS Infrastructure & Private Equity re its acquisition of a U.S. wind farm portfolio. (2014)

Represented Kruger Energy re its acquisition of three solar projects located in California with 130 MW of PV. (2014)

Represented Morguard Corporation re its acquisition of a 49% equity interest in Chicago-based multi-family property development from CIM Fund III. (2014)

Represented Future Electronics re an Asia & European financing transaction. (2014)

7 www.kslaw.com 7 Represented certain life insurance companies re their acquisition financing of a utility scale, solar power plant portfolio. (2014)

Represented the Alaska Permanent Fund re a private equity transaction involving LS Power in the U.S. (2013)

Represented Fiera Axium Infrastructure re its an acquisition of a 49% private equity interest in a wind farm portfolio located in Oregon State from EDP Renewables North America. (2013)

Represented Johnson & Johnson in connection with a media sector U.S. acquisition. (2013)

Represented Morguard Corporation re its $450M acquisition of certain multi-family residences from Pearlmark. (2013)

Represented Virginia-based EJF Capital re a corporate M&A matter in the U.S. involving a U.S. REIT. (2013)

Represented the Alaska Permanent Fund, indirectly through its investment in Global Infrastructure Partners Ltd and directly along with several co-investors, re the acquisition of a 35% interest in the container terminal operations business of Switzerland’s MSC Mediterranean Shipping Co. SA for approximately $1.93 billion. (2013)

Represented a private equity management team re a joint venture with a prominent hedge fund to create a platform to acquire distressed private equity/hedge funds and alternative asset managers. (2013)

Represented a Canadian healthcare company in connection with a U.S. high yield offering. (2013)

Represented Japan-based Mitsui re a private equity investment in a GDF Suez Canada’s 680 MW wind farm aggregation. (2012)

Represented Toronto-based Morguard Corporation re its acquisition, through a wholly owned subsidiary, of a 100% freehold interest in Alta at K Station, a LEED Gold Certified high rise residential rental complex in Chicago, Illinois for approximately $300 million. (2012)

Credentials EDUCATION B.C.L., McGill University, Distinction, Dean’s Honour List LL.B., McGill University, Distinction, Dean’s Honour List B.A., McGill University, with Great Distinction, Dean’s Honour List, James McGill Scholar

ADMISSIONS New York

LANGUAGES English French

Recognition Recognized as a leading U.S. M&A lawyer by Chambers USA

2014, 2015 AND 2020

8 www.kslaw.com 8 Recognized as a leading business lawyer by Chambers Global

2014, 2015, 2016, 2017, 2018, 2019, AND 2020

Recognized as a leading U.S. Private Equity Buyouts lawyer by Legal 500 U.S.

2017, 2018, 2019, AND 2020

Recognized as a leading U.S. M&A lawyer by Legal 500 U.S.

2011, 2012, 2013, 2014, 2017, 2018, 2019, AND 2020

Recognized as a leading U.S. Securities lawyer in the category of Capital Markets: Global Offerings

LEGAL 500 U.S. 2013

Named by New York Super Lawyers for M&A

2010, 2013, 2014, 2015, 2016, 2017, 2018, AND 2019

Insights CLIENT ALERT October 2, 2020 A First Look at California’s Executive Order Banning Fuel-Burning Vehicles and Imposing Other Greenhouse Gas Reducing Restrictions

May 29, 2020 California Amends Its Low Carbon Fuel Standard (“LCFS”)

NEWSLETTER June 18, 2020 Energy Newsletter – June 2020

VIEW ALL ON KSLAW.COM

Events CONFERENCE August 8, 2019 Insurance M&A for Private Equity Funds

SPEAKING ENGAGEMENT November 17, 2020 Jonathan Melmed to Speak Virtually on Proximo’s 2020 U.S. Power & Renewables Conference

December 4, 2018 Jonathan Melmed to Speak at PEI Infrastructure’s Annual New York Summit

VIEW ALL ON KSLAW.COM

9 www.kslaw.com 9 News CASES & DEALS August 10, 2021 King & Spalding Advises Riverview Acquisition Corp. on SPAC IPO

May 6, 2021 King & Spalding Advises Lightning eMotors in SPAC Transaction

RECOGNITION June 10, 2021 Legal 500 United States 2021 Ranks King & Spalding Practices Among the Top in the Nation

VIEW ALL ON KSLAW.COM

10 www.kslaw.com 10