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Contract analysis / comfort-letter-request-draft.docx
comfort-letter-request-draft.docx
1015-00001 · 22 clauses
High · 0 Medium · 8 Standard · 5
I. Introduction and Background Medium
⚑ Confidentiality undertaking
I. Introduction and Background Hargrove Keating & Co. ("HK&Co."), acting as representative of the several underwriters (including Linden Pratt Securities LLC, Graymont Brothers Inc., Barfield Stuart & Co., and Crane Whitley Capital LLC, collectively with HK&Co., the "Underwriters"), writes in connection with the proposed initial public offering (the "Offering") of shares of common stock, par value $0.01 per share (th
II. Purpose of the Request
II. Purpose of the Request The Underwriters request that A&P deliver comfort letters to the Underwriters in connection with the Offering, as contemplated by the conditions to closing set forth in the Underwriting Agreement. The comfort letters are intended to assist the Underwriters in conducting a reasonable investigation of the financial information included in the Registration Statement and the Prospectus for purp
1. Initial Comfort Letter. The initial comfort letter is to be delivered on or about the Medium
⚑ Confidentiality undertaking
1. Initial Comfort Letter. The initial comfort letter is to be delivered on or about the date of the effectiveness of the Registration Statement (or, in the case of a transaction proceeding by means of a confidential submission, at such date prior to the launch of the Offering as may be agreed upon among the parties). The initial comfort letter will address all of the procedures and financial information described in
2. Bring-Down Comfort Letter. The bring-down comfort letter is to be delivered on the pri Standard
⚑ Commercial term
2. Bring-Down Comfort Letter. The bring-down comfort letter is to be delivered on the pricing date of the Offering (i.e., the date on which the public offering price, the underwriting discount, and the number of shares to be sold are determined). The bring-down comfort letter will update the procedures and change-period coverage through a cut-off date applicable to such bring-down letter and will confirm, repeat, or
3. Pricing/Closing Comfort Letter. The pricing/closing comfort letter is to be delivered Standard
⚑ Commercial term
3. Pricing/Closing Comfort Letter. The pricing/closing comfort letter is to be delivered on the closing date of the Offering (i.e., the date on which the shares of Common Stock are delivered to the Underwriters against payment of the purchase price). The pricing/closing comfort letter will update the procedures and change-period coverage through a cut-off date applicable to such closing letter and will confirm, repea
III. Identification of Financial Statements and Financial Information Medium
⚑ Liability cap to check against exposure
III. Identification of Financial Statements and Financial Information The following sets forth the financial statements, financial information, and other financial data included (or to be included) in the Registration Statement and the Prospectus with respect to which the Underwriters request that A&P provide comfort. A. Audited Consolidated Financial Statements The Registration Statement includes the following audit
IV. Requested Procedures — Independence Medium
⚑ Liability cap to check against exposure
IV. Requested Procedures — Independence The Underwriters request that the comfort letter include a statement by A&P confirming that A&P is an independent registered public accounting firm with respect to CBR within the meaning of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable rules and regulations adopted by the SEC and the PCAOB, including but not limited
V. Requested Procedures — Audited Financial Statements
V. Requested Procedures — Audited Financial Statements The Underwriters request that the comfort letter include the following with respect to the audited consolidated financial statements of CBR described in Section III.A above: (a) A statement that the audited consolidated financial statements and the related reports of independent registered public accounting firm included in the Registration Statement comply as to
VI. Requested Procedures — Unaudited Interim Financial Information
VI. Requested Procedures — Unaudited Interim Financial Information The Underwriters request that the comfort letter include the following with respect to the unaudited condensed consolidated interim financial information of CBR described in Section III.B above: (a) A statement confirming that A&P has performed a review of the unaudited condensed consolidated financial statements for the three months ended March 31, 2
VII. Requested Procedures — Change Period Standard
⚑ Commercial term
VII. Requested Procedures — Change Period The Underwriters request that A&P perform the following procedures with respect to the period subsequent to the most recent financial statements included in the Registration Statement (the "change period"): A. Change-Period Definition. For purposes of the initial comfort letter, the "change period" is defined as the period beginning on the later of (i) the most recent audited
VIII. Requested Procedures — Specific Financial Data (Tick-and-Tie) Medium
⚑ Liability cap to check against exposure
VIII. Requested Procedures — Specific Financial Data (Tick-and-Tie) The Underwriters request that A&P compare specific amounts, percentages, financial data, and other numerical information appearing in the Registration Statement (including the Prospectus and any amendments or supplements thereto) to the audited consolidated financial statements, the unaudited condensed consolidated interim financial information, and
IX. Requested Procedures — Tables and Schedules Standard
⚑ Commercial term
IX. Requested Procedures — Tables and Schedules In addition to the tick-and-tie procedures described in Section VIII above, the Underwriters specifically request that A&P verify the numerical accuracy and internal consistency of the following tables and schedules included in the Prospectus: (a) Selected Financial Data Table. Verification that all amounts presented in the Selected Financial Data table are accurately e
X. Requested Procedures — Subsequent Events Medium
⚑ Liability cap to check against exposure
X. Requested Procedures — Subsequent Events The Underwriters request that A&P carry out procedures relating to events subsequent to the date of the latest balance sheet included in the Registration Statement (i.e., March 31, 2022) that may require disclosure in, or adjustment to, the consolidated financial statements in accordance with GAAP and the applicable requirements of the SEC's rules and regulations. Specifica
XI. Requested Procedures — HLBV Methodology and Tax-Equity Accounting Medium
⚑ Liability cap to check against exposure
XI. Requested Procedures — HLBV Methodology and Tax-Equity Accounting Given the focus of the SEC Staff's comment letters on the Company's accounting for its tax-equity financing arrangements, the Underwriters specifically request that A&P address the following matters in the comfort letter: (a) Description of HLBV Methodology. Confirmation that the description of the Hypothetical-Liquidation-at-Book-Value ("HLBV") me
XII. Comfort Letter Delivery Schedule
XII. Comfort Letter Delivery Schedule The following table sets forth the three planned circle-ups, together with the applicable delivery occasions, approximate timing, and cut-off dates: The specific dates for each delivery are to be determined based on the offering timeline and will be communicated to A&P as promptly as practicable once such dates are established. The exact dates have been left blank in this request
XIII. Scope and Addressees
XIII. Scope and Addressees A. Addressees. Each comfort letter delivered by A&P pursuant to this request should be addressed to the following parties: • Hargrove Keating & Co., as Representative of the Several Underwriters 383 Madison Place New York, NY 10017 • Linden Pratt Securities LLC • Graymont Brothers Inc. • Barfield Stuart & Co. • Crane Whitley Capital LLC B. Copies. Copies of each comfort letter, and of each
XIV. Form and Scope Limitations Medium
⚑ Liability cap to check against exposure
XIV. Form and Scope Limitations The Underwriters acknowledge and agree that the following limitations and qualifications apply to the comfort letter and to the procedures described in this request: (a) The comfort letter procedures are limited to those described in AU-C Section 920 (Letters for Underwriters and Certain Other Requesting Parties) and the related professional standards and interpretive guidance. The pro
XV. Contact Information and Logistics
XV. Contact Information and Logistics The following individuals should serve as the primary points of contact for all matters relating to the comfort letter process: Underwriter Contacts: Oliver Marchetti Managing Director, Equity Capital Markets Hargrove Keating & Co. 383 Madison Place New York, NY 10017 Daniel Furman Vice President, ECM Syndicate Hargrove Keating & Co. 383 Madison Place New York, NY 10017 Company C
XVI. Closing Standard
⚑ Commercial term
XVI. Closing We respectfully request A&P's prompt acknowledgment of receipt of this letter and confirmation of A&P's willingness to deliver the comfort letters on the terms and in accordance with the procedures described herein. In the event that A&P has any concerns, questions, or proposed modifications regarding the scope, form, or timing of the requested comfort letter, we ask that A&P communicate such matters pro
1. Initial Comfort Letter | Effectiveness of Registration Statement / launch of the Offeri
1. Initial Comfort Letter | Effectiveness of Registration Statement / launch of the Offering | [●] | Five (5) business days prior to delivery
2. Bring-Down Comfort Letter | Pricing date of the Offering | [●] | Five (5) business days
2. Bring-Down Comfort Letter | Pricing date of the Offering | [●] | Five (5) business days prior to delivery
3. Pricing/Closing Comfort Letter | Closing date of the Offering | [●] | Five (5) business
3. Pricing/Closing Comfort Letter | Closing date of the Offering | [●] | Five (5) business days prior to delivery