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Contract analysis / bring-down-comfort-letter-request.docx
bring-down-comfort-letter-request.docx
1015-00001 · 24 clauses
High · 0 Medium · 3 Standard · 16
I. Introduction and Background Medium
⚑ Confidentiality undertaking
I. Introduction and Background Hargrove Keating & Co. ("Hargrove Keating" or the "Representative"), acting as representative of the several underwriters (as defined below) named in the Underwriting Agreement (as defined below), writes to request that Ashford & Pemberton LLP ("Ashford & Pemberton" or "A&P") deliver bring-down comfort letters in connection with the proposed initial public offering (the "Offering") of s
II. Reference to the Underwriting Agreement Requirements Standard
⚑ Commercial term
II. Reference to the Underwriting Agreement Requirements The Underwriting Agreement contains certain conditions to the obligations of the several Underwriters to purchase the shares of Common Stock at the closing of the Offering. Among such conditions, Section 7(h) of the Underwriting Agreement (near-final draft) requires, as a condition to the closing of the Offering, the delivery by Ashford & Pemberton of bring-dow
III. Request for Bring-Down Comfort Letter as of the Pricing Date Standard
⚑ Commercial term
III. Request for Bring-Down Comfort Letter as of the Pricing Date A. Delivery Timing and Addressees We respectfully request that Ashford & Pemberton deliver a bring-down comfort letter (the "Pricing Date Bring-Down Letter") on the Pricing Date, which is the date of execution of the Pricing Agreement. The Pricing Date Bring-Down Letter should be addressed to each of the several Underwriters named above and to their co
IV. Request for Bring-Down Comfort Letter as of the Closing Date Standard
⚑ Commercial term
IV. Request for Bring-Down Comfort Letter as of the Closing Date A. Delivery Timing and Addressees We respectfully request that Ashford & Pemberton deliver a further bring-down comfort letter (the "Closing Date Bring-Down Letter") on the Closing Date. The Closing Date is expected to be three (3) business days after the Pricing Date, consistent with T+3 settlement. In the event that the overallotment option described
V. Overallotment Option — Additional Closing Date Standard
⚑ Commercial term
V. Overallotment Option — Additional Closing Date The Underwriting Agreement provides for an overallotment option (commonly referred to as a "greenshoe") granting the several Underwriters the right to purchase up to an additional 3,559,091 shares of Common Stock (representing approximately 15% of the base offering shares) at the public offering price, less the underwriting discount, solely to cover over-allotments, i
VI. Format and Form of Bring-Down Comfort Letters Medium
⚑ Assignment / subcontracting
VI. Format and Form of Bring-Down Comfort Letters We request that each bring-down comfort letter (including the Pricing Date Bring-Down Letter, the Closing Date Bring-Down Letter, and any Additional Closing Date Bring-Down Letter) satisfy the following format and form requirements: (a) Each bring-down comfort letter should be in form and substance reasonably satisfactory to the Representative (Hargrove Keating & Co.)
VII. Financial Statements and Periods Covered Standard
⚑ Commercial term
VII. Financial Statements and Periods Covered We request that the bring-down comfort letters cover the following financial statements and financial data, all as included in the Registration Statement: A. Audited Consolidated Financial Statements The audited consolidated financial statements of CBR and its subsidiaries for FY 2019, FY 2020, and FY 2021 (each fiscal year ended December 31), audited by Ashford & Pembert
VIII. Specific Financial Data and Amounts to Be Addressed Standard
⚑ Commercial term
VIII. Specific Financial Data and Amounts to Be Addressed In addition to the general scope of procedures described above, we request that the bring-down comfort letters confirm the continued accuracy of financial data, financial amounts, and percentages appearing throughout the Registration Statement. The specific items to be addressed include, without limitation, the following: A. Capitalization Table • Pre-IPO shar
IX. Procedures Related to the HLBV Methodology and Tax-Equity Accounting
IX. Procedures Related to the HLBV Methodology and Tax-Equity Accounting We request specific confirmation in the bring-down comfort letters regarding the Hypothetical-Liquidation-at-Book-Value ("HLBV") methodology disclosures in the Registration Statement. As you are aware, the HLBV methodology is used by the Company to allocate income and loss among the members of its tax-equity partnerships (including the Solaris W
X. Conditions and Cooperation
X. Conditions and Cooperation We wish to confirm that CBR management will cooperate fully with Ashford & Pemberton in connection with the bring-down procedures described herein. Specifically, Marcus Yoon, Chief Financial Officer of CBR, and Priya Anand, Senior Vice President, Finance & Treasurer of CBR, have each confirmed their willingness to: (a) Provide such management representation letters as may be reasonably r
XI. Contact Information
XI. Contact Information The primary contacts at Hargrove Keating & Co. for all matters relating to this request and the bring-down comfort letter process are as follows: Oliver Marchetti Managing Director, Equity Capital Markets Hargrove Keating & Co. 383 Madison Place New York, NY 10017 Telephone: (212) 555-4800 Email: oliver.marchetti@hargovekeating.com Sonia Tran Director, Power & Renewables Investment Banking Har
XII. Distribution List Medium
⚑ Assignment / subcontracting
XII. Distribution List cc (via email and hand delivery): Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746 Sandra Haverford, General Counsel & Corporate Secretary Marcus Yoon, Chief Financial Officer Priya Anand, Senior Vice President, Finance & Treasurer Calderwood & Harkness LLP (Issuer's Counsel) 599 Lexington Avenue New York, NY 10022 Jennifer Kwon, Responsible Partner Brendan Wa
1. Prospectus Summary — Business Overview Financial Highlights Standard
⚑ Commercial term
1. Prospectus Summary — Business Overview Financial Highlights Financial data appearing in the Prospectus Summary section of the Registration Statement, including: • Operating capacity figures (3.8 GW operating, 1.4 GW under construction, 6.2 GW development pipeline) • FY 2021 revenue ($487.3M), Adjusted EBITDA ($218.6M), and net income ($41.7M) • Q1 2022 revenue ($131.4M) and Adjusted EBITDA ($59.8M) • Historical re
2. Selected Financial Data
2. Selected Financial Data All financial data appearing in the Selected Financial Data tables, covering FY 2019, FY 2020, FY 2021, and Q1 2022, including: • Consolidated revenue, cost of revenue, gross profit, and gross margin • Operating income and operating margin • Net income and net income per share (basic and diluted) • Adjusted EBITDA and Adjusted EBITDA margin • Total assets, total liabilities, and total stock
3. Management's Discussion and Analysis of Financial Condition and Results of Operations Standard
⚑ Commercial term
3. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial data, amounts, and percentages appearing in the MD&A section, including: • Revenue and revenue growth (period-over-period comparisons) • Cost of revenue and gross margin analysis • Operating expenses (SG&A, depreciation and amortization, development costs) • Adjusted EBITDA reconciliation from GAAP net income (including
4. Capitalization Table Standard
⚑ Commercial term
4. Capitalization Table All amounts in the capitalization table, including: • Pre-IPO capitalization (actual) • Post-IPO capitalization (as adjusted for the base offering) • Post-IPO capitalization (as further adjusted for full exercise of the overallotment option) • Cash and cash equivalents • Total debt (by facility: Corporate Revolver, Term Loan B, project-level facilities, tax-equity obligations) • Total stockhol
5. Dilution Analysis Standard
⚑ Commercial term
5. Dilution Analysis All amounts and per-share data in the Dilution section, including: • Net tangible book value per share before the Offering • Increase in net tangible book value per share attributable to the Offering • Net tangible book value per share after the Offering • Dilution per share to new investors • Percentage dilution • Weighted-average price per share paid by existing stockholders
6. Business Section — Operating Capacity and Project-Level Data
6. Business Section — Operating Capacity and Project-Level Data Financial data and operating statistics appearing in the Business section, including: • Operating capacity by technology (wind, solar) and geography • Capacity under construction and expected commercial operation dates • Development pipeline capacity • Project-level financial data (capital costs, projected revenue, capacity factors) • Power purchase agre
7. Description of Indebtedness Standard
⚑ Commercial term
7. Description of Indebtedness All amounts, terms, and financial data appearing in the Description of Indebtedness section, including: • Corporate Revolving Credit Facility: $400M commitment, maturity January 2027, interest rate terms • Term Loan B: $650M original principal, $612.5M outstanding, maturity January 2029, interest rate terms • Mesquite Wind Project Facility: $165M, conversion date December 2024 • Cimarro
8. Use of Proceeds Standard
⚑ Commercial term
8. Use of Proceeds All amounts and percentages in the Use of Proceeds section, including: • Net proceeds calculation (aggregate offering price less underwriting discount and estimated offering expenses) • Allocation of net proceeds (~$200M Term Loan B repayment, ~$100M Cimarron Solar, ~$71.7M general corporate purposes) • Description of Term Loan B facility to be partially repaid (interest rate, maturity, outstanding
9. Principal and Selling Stockholders Table Standard
⚑ Commercial term
9. Principal and Selling Stockholders Table All share amounts and percentages in the Principal and Selling Stockholders table, including: • Shares owned before the Offering (number and percentage) • Shares to be sold in the Offering (number) • Shares owned after the Offering (number and percentage) — base offering and full exercise scenarios • Pinnacle Vista Capital Partners III, LP ownership (pre- and post-Offering)
10. Underwriting Section Standard
⚑ Commercial term
10. Underwriting Section All amounts in the Underwriting section, including: • Share allocations among the several Underwriters • Public offering price per share • Underwriting discount per share • Proceeds per share (before offering expenses) to the Company and the Selling Stockholder • Total underwriting discount: 5.50% gross spread ($33,000,000 on full exercise) • Overallotment option: 3,559,091 additional shares
11. Non-GAAP Reconciliation — Adjusted EBITDA Standard
⚑ Commercial term
11. Non-GAAP Reconciliation — Adjusted EBITDA All amounts in the Adjusted EBITDA reconciliation tables, including: • GAAP net income (starting point) • Interest expense (net) • Income tax expense • Depreciation and amortization • Stock-based compensation expense • Non-cash items related to tax-equity partnerships (HLBV adjustments) • Acquisition and integration costs • Other non-recurring items • Adjusted EBITDA (res
12. HLBV-Related Disclosures in Footnotes to Financial Statements Standard
⚑ Commercial term
12. HLBV-Related Disclosures in Footnotes to Financial Statements All HLBV-related financial data and disclosures in the footnotes to the audited consolidated financial statements and the unaudited interim consolidated financial data, including: • Description of HLBV methodology and key assumptions • Tax-equity partnership carrying values • Allocation of income and loss among partnership members • Impact of investmen