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Contract analysis / selling-stockholder-questionnaire-pvcp.docx
selling-stockholder-questionnaire-pvcp.docx
High · 1
Medium · 4
Standard · 7
1. Accuracy and Completeness. All responses to this questionnaire must be accurate and co
1. Accuracy and Completeness. All responses to this questionnaire must be accurate and complete in all material respects as of the date of execution by the Selling Stockholder. The Selling Stockholder undertakes to promptly notify Calderwood & Harkness LLP and the Company of any changes to the information provided herein prior to the effectiveness of the Registration Statement, the pricing of the Offering, or the clo
2. Public Disclosure. The information provided in response to this questionnaire will be
2. Public Disclosure. The information provided in response to this questionnaire will be used for the Registration Statement and related SEC filings, including any amendments or supplements thereto. To the extent that information provided by the Selling Stockholder is included in the prospectus forming a part of the Registration Statement or any other SEC filing, such information will become publicly available. The S
3. Defined Terms. All capitalized terms used but not defined in this questionnaire have t
3. Defined Terms. All capitalized terms used but not defined in this questionnaire have the meanings given to them in the most recent draft of the Registration Statement, copies of relevant portions of which have been furnished to WA&D under separate cover. In the event of any inconsistency between a defined term as used in this questionnaire and the corresponding definition in the Registration Statement, the definit
4. Beneficial Ownership. The term "beneficial ownership" as used in this questionnaire ha
Medium
⚑ Notice / time limit to track
4. Beneficial Ownership. The term "beneficial ownership" as used in this questionnaire has the meaning ascribed to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, a person "beneficially owns" securities if such person, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares: (a) voting power, w
5. Return of Questionnaire. The completed and executed questionnaire should be returned t
5. Return of Questionnaire. The completed and executed questionnaire should be returned to: Brendan Walsh, Senior Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4000 Email: walshb@calderwoodharkness.com With a copy to: Jennifer Kwon, Partner Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-3100 Email: kwonj@calderwoodh
6. Scope of Responses. If any question is not applicable to the Selling Stockholder, plea
6. Scope of Responses. If any question is not applicable to the Selling Stockholder, please respond "Not Applicable" or "N/A" rather than leaving the response blank. If additional space is required for any response, please attach additional pages clearly referencing the applicable question number.
7. Consultation with Counsel. The Selling Stockholder is encouraged to consult with its o
7. Consultation with Counsel. The Selling Stockholder is encouraged to consult with its own legal counsel, Whitfield Archer & Doss LLP, in connection with the completion of this questionnaire. PART I — IDENTIFICATION AND CONTACT INFORMATION
Section 1: Full Legal Name and Entity Information
Section 1: Full Legal Name and Entity Information 1.1 State the full legal name of the Selling Stockholder: Pinnacle Vista Capital Partners III, LP 1.2 State any other names under which the Selling Stockholder conducts business, is commonly known, or by which it may be identified in market parlance or informal communications (including any trade names, abbreviated names, or informal designations): "Pinnacle Vista"; "
Section 2: General Partner / Managing Entity
Section 2: General Partner / Managing Entity 2.1 Identify the general partner, managing member, or managing entity of the Selling Stockholder: Pinnacle Vista Capital Management LLC ("PVCM") 2.2 Entity type of the general partner or managing entity: Delaware limited liability company 2.3 Principal office address of the general partner or managing entity: 900 Park Avenue, 38th Floor New York, New York 10021 2.4 Identif
Section 3: Contact Information for Questionnaire
Section 3: Contact Information for Questionnaire 3.1 Identify the primary contact person for all correspondence related to this questionnaire, the Registration Statement, and the Offering: Christine Navarro, Partner, Capital Markets Whitfield Archer & Doss LLP 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1200 Email: cnavarro@whitfieldarcherdoss.com 3.2 Identify any additional contacts at outside
Section 4: Natural Persons with Voting or Dispositive Power
Section 4: Natural Persons with Voting or Dispositive Power 4.1 Identify each natural person who exercises or shares voting power over the shares of Common Stock of CBR beneficially owned by the Selling Stockholder: (a) Hugh Pemberton — exercises shared voting power in his capacity as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of the Selling Stockholder. (b) Diane Kovac — exercises
Section 5: Shares Beneficially Owned Prior to the Offering
Medium
⚑ Notice / time limit to track
Section 5: Shares Beneficially Owned Prior to the Offering 5.1 State the total number of shares of Common Stock of CBR beneficially owned by the Selling Stockholder as of the date hereof (prior to giving effect to the IPO): Approximately 62,000,000 shares of Common Stock. 5.2 State the percentage of outstanding shares of Common Stock represented by the shares identified in Section 5.1, based on the total number of sh
Section 6: Shares to Be Sold in the Offering
Standard
⚑ Commercial term
Section 6: Shares to Be Sold in the Offering 6.1 State the number of shares of Common Stock to be sold by the Selling Stockholder in the Offering (base offering, excluding shares subject to the overallotment option): 6,818,182 shares of Common Stock (calculated based on an aggregate dollar amount of approximately $150,000,000 and an assumed midpoint IPO price of $22.00 per share; subject to adjustment based on the ac
Section 7: Shares Beneficially Owned After the Offering
Section 7: Shares Beneficially Owned After the Offering 7.1 State the number of shares of Common Stock expected to be beneficially owned by the Selling Stockholder after the Offering (assuming the base offering only, without exercise of the overallotment option): 62,000,000 − 6,818,182 = approximately 55,181,818 shares of Common Stock. 7.2 State the percentage of outstanding shares of Common Stock expected to be repr
Section 8: Other Securities of the Company
Section 8: Other Securities of the Company 8.1 Does the Selling Stockholder beneficially own any securities of CBR other than shares of Common Stock (including, without limitation, options, warrants, convertible notes, preferred stock, restricted stock units, phantom equity, profit interests, or any other derivative or equity-linked securities)? [Respond. Note that the pre-IPO shares have been stated on a fully dilut
Section 9: Short Positions and Hedging
Standard
⚑ Commercial term
Section 9: Short Positions and Hedging 9.1 Does the Selling Stockholder hold any short position in any securities of CBR, including without limitation any short sale, put option, or other position that would benefit from a decline in the market price of CBR's securities? ________________________________________ 9.2 Has the Selling Stockholder entered into any hedging, total return swap, equity swap, collar, prepaid v
Section 10: Material Relationships with the Company
Standard
⚑ Commercial term
Section 10: Material Relationships with the Company 10.1 Describe any material relationship that the Selling Stockholder or any of its affiliates has had within the past three years with CBR or any of its predecessors, subsidiaries, or affiliates, other than the Selling Stockholder's ownership of Common Stock. Include any contractual, commercial, financial, advisory, employment, or other material relationship. The Se
Section 11: Officers and Directors
Section 11: Officers and Directors 11.1 Does any officer, director, partner, member, or employee of the Selling Stockholder or its affiliates serve as a director or officer of CBR? Yes. The following individuals associated with the Selling Stockholder (through its general partner, Pinnacle Vista Capital Management LLC) serve as directors of CBR: (a) Hugh Pemberton — Director of CBR (non-independent, Pinnacle Vista de
Section 12: Voting Agreements and Arrangements
Section 12: Voting Agreements and Arrangements 12.1 Describe any voting agreement, proxy, consent, or other arrangement or understanding relating to the voting of shares of Common Stock of CBR to which the Selling Stockholder is a party or by which it is bound: The Selling Stockholder is a party to the Existing Stockholders' Agreement (to be amended and restated as the A&R Stockholders' Agreement upon the closing of
Section 13: FINRA Member Affiliations
Section 13: FINRA Member Affiliations 13.1 Is the Selling Stockholder a member of FINRA? ________________________________________ 13.2 Is the Selling Stockholder an affiliate of a FINRA member (within the meaning of FINRA rules)? ________________________________________ 13.3 Does any officer, director, general partner, managing member, or other person associated with the Selling Stockholder have any association or af
Section 14: FINRA Rule 5110 / 5130 / 5131 Restricted Person Analysis
Section 14: FINRA Rule 5110 / 5130 / 5131 Restricted Person Analysis 14.1 Is the Selling Stockholder a "restricted person" within the meaning of FINRA Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings)? ________________________________________ 14.2 Is the Selling Stockholder a "covered person" within the meaning of FINRA Rule 5131 (New Issue Allocations and Distributions)? __________
Section 15: Underwriter Compensation
Standard
⚑ Commercial term
Section 15: Underwriter Compensation 15.1 Has the Selling Stockholder made or agreed to make any payments, in cash or in kind, directly or indirectly, to any FINRA member in connection with the Offering, other than the underwriting discount (the gross spread of 5.50% of the public offering price to be paid to the underwriters in connection with the Offering as described in the underwriting agreement)? _______________
Section 16: Manner of Sale
Standard
⚑ Commercial term
Section 16: Manner of Sale 16.1 Describe the manner in which the Selling Stockholder intends to sell the shares of Common Stock in the Offering: The Selling Stockholder intends to sell shares of Common Stock through the underwriters in the firm-commitment underwritten initial public offering contemplated by the Registration Statement. The Selling Stockholder does not intend to sell any shares of Common Stock in any m
Section 17: Lock-Up Agreement
Section 17: Lock-Up Agreement 17.1 Has the Selling Stockholder entered into, or does the Selling Stockholder expect to enter into, a lock-up agreement in connection with the Offering? Yes. The Selling Stockholder has agreed to enter into a lock-up agreement substantially in the form attached to the underwriting agreement (the "Lock-Up Agreement"), providing for a lock-up period of 180 days following the date of the f
Section 18: Legal Proceedings
Section 18: Legal Proceedings 18.1 Is the Selling Stockholder a party to any pending or threatened legal proceedings involving CBR or any of its securities? ________________________________________ ________________________________________ 18.2 Is the Selling Stockholder subject to any pending or threatened legal proceeding, governmental investigation, or regulatory action that could reasonably be expected to affect t
Section 19: Tax Status
Section 19: Tax Status 19.1 Describe the Selling Stockholder's U.S. federal income tax classification: The Selling Stockholder is treated as a partnership (limited partnership) for U.S. federal income tax purposes. The Selling Stockholder is not subject to U.S. federal income tax at the entity level; rather, items of income, gain, loss, deduction, and credit of the Selling Stockholder are passed through to its partne
Section 20: Additional Information
Medium
⚑ Forum / governing law
Section 20: Additional Information 20.1 Provide any other information that the Selling Stockholder believes may be material to the preparation of the Registration Statement or any other SEC filing, or that may be required by applicable law, rule, or regulation in connection with the Offering: ________________________________________ ________________________________________ ________________________________________ 20.
Section 21: Representations of the Selling Stockholder
Medium
⚑ Forum / governing law
Section 21: Representations of the Selling Stockholder The Selling Stockholder hereby represents and warrants to CBR and to Calderwood & Harkness LLP, as of the date of execution of this questionnaire, as follows: 21.1 All information provided by the Selling Stockholder in this questionnaire, including all schedules and exhibits hereto, is true, correct, and complete in all material respects as of the date hereof, an
Section 22: Obligation to Update
Section 22: Obligation to Update The Selling Stockholder hereby acknowledges that it has a continuing obligation to update the information contained in this questionnaire if any response herein becomes inaccurate or incomplete in any material respect at any time prior to (a) the effectiveness of the Registration Statement, (b) the pricing of the Offering, or (c) the closing of the Offering. The Selling Stockholder ag
1. The number of shares beneficially owned after the Offering assuming full exercise of t
1. The number of shares beneficially owned after the Offering assuming full exercise of the overallotment option will depend on the allocation of overallotment shares between shares to be sold by the Company (primary) and shares to be sold by the Selling Stockholder (secondary). This figure will be updated upon finalization of the overallotment allocation.
2. The percentage of post-IPO outstanding shares assuming full exercise of the overallotm
2. The percentage of post-IPO outstanding shares assuming full exercise of the overallotment option will be calculated based on the total shares outstanding of approximately 127,272,727.
3. Pre-IPO shares outstanding: 100,000,000 shares (fully diluted, post-reclassification o
3. Pre-IPO shares outstanding: 100,000,000 shares (fully diluted, post-reclassification of all outstanding preferred stock into Common Stock).
4. Post-IPO shares outstanding (base): Approximately 123,713,636 shares, consisting of th
4. Post-IPO shares outstanding (base): Approximately 123,713,636 shares, consisting of the pre-IPO shares outstanding plus the newly issued shares to be sold by the Company in the primary offering (approximately $450,000,000 ÷ $22.00 per share = approximately 20,454,545 primary shares, plus shares underlying the overallotment if applicable, plus accounting for total share count reconciliation including the secondary
5. Post-IPO shares outstanding (full exercise of overallotment option): Approximately 127
5. Post-IPO shares outstanding (full exercise of overallotment option): Approximately 127,272,727 shares.
6. Assumed midpoint IPO price: $22.00 per share.
Standard
⚑ Commercial term
6. Assumed midpoint IPO price: $22.00 per share.
7. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Ac
7. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. Schedule B — Chain of Beneficial Ownership The following describes the chain of beneficial ownership from the natural persons who exercise voting and dispositive power over the shares of Common Stock of CBR held by the Selling Stockholder: Level 1 — Natural Persons: Hugh Pemberton (Co-Founder & Managing Partner) Diane Kovac (C
1. Existing Stockholders' Agreement
1. Existing Stockholders' Agreement Parties: CBR, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs. Description: Governs the rights and obligations of the stockholders with respect to governance, transfer restrictions, board designation rights, standstill provisions, and information rights. The Existing Stockholders' Agreement will be amended and restated in its entirety upon the closing o
2. Registration Rights Agreement
High
⚑ Indemnity / guarantee obligation
2. Registration Rights Agreement Parties: CBR and Pinnacle Vista Capital Partners III, LP. Description: Provides the Selling Stockholder with demand registration rights, piggyback registration rights, and S-3 shelf registration rights with respect to shares of Common Stock held by the Selling Stockholder. Includes customary provisions regarding underwriter cutback, holdback, indemnification, and expense reimbursement
3. Management-Services Agreement
Standard
⚑ Commercial term
3. Management-Services Agreement Parties: CBR and Pinnacle Vista Capital Management LLC. Description: Pursuant to the Management-Services Agreement, PVCM provides certain management, consulting, and advisory services to CBR in exchange for an annual fee of $2,400,000. The Management-Services Agreement was entered into in connection with the Selling Stockholder's initial investment in CBR in 2017. Status: Currently in
4. Board Designation Arrangements
4. Board Designation Arrangements Parties: CBR, Pinnacle Vista Capital Partners III, LP (acting through Pinnacle Vista Capital Management LLC). Description: Hugh Pemberton and Diane Kovac serve as non-independent directors of CBR designated by the Selling Stockholder. Board designation rights are governed by the Existing Stockholders' Agreement (and will be governed by the A&R Stockholders' Agreement upon IPO closing
5. Lock-Up Agreement
5. Lock-Up Agreement Parties: The Selling Stockholder and the underwriters (represented by Hargrove Keating & Co., as lead-left book-runner). Description: Provides for a 180-day lock-up period following the date of the final prospectus, restricting the Selling Stockholder's ability to sell, transfer, or otherwise dispose of shares of Common Stock during the Lock-Up Period, subject to certain customary carve-outs. The
6. Custody Agreement
6. Custody Agreement Parties: The Selling Stockholder and Hargrove Keating & Co. Description: Provides for the custody of the Secondary Shares with Hargrove Keating & Co. during the Offering period. The Custody Agreement will contain customary provisions regarding the holding, release, and delivery of the Secondary Shares in connection with the closing of the Offering. Status: To be entered into prior to the closing
7. Power of Attorney
7. Power of Attorney Parties: The Selling Stockholder (as grantor) and designated attorneys-in-fact. Description: The Selling Stockholder will execute a power of attorney appointing one or more attorneys-in-fact for the purpose of executing and delivering the underwriting agreement, the pricing agreement, and related documents on behalf of the Selling Stockholder in connection with the Offering. The power of attorney