C&H Matter No. 1015-00001 Document Index No. 72 Reviewed by: J. Kwon (Partner), B. Walsh (Lead Associate), N. Forbes (Working Associate)
HARGROVE KEATING & CO. 383 Madison Place New York, NY 10017
[__], 2022
Ashford & Pemberton LLP 30 Rockefeller Plaza, Suite 2800 New York, NY 10112
Attention: Gregory Sondheim, Lead Engagement Partner
cc: Irene Valdez, Audit Manager
Re: Calloway-Briggs Renewables Inc. — Proposed Initial Public Offering of Common Stock — Request for Bring-Down Comfort Letters
Dear Mr. Sondheim:
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 shares of common stock, par value $0.01 per share (the "Common Stock"), of Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a Delaware corporation headquartered at 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746.
Reference is made to the initial comfort letter delivered by Ashford & Pemberton dated June 8, 2022 (the "Initial Comfort Letter"), addressed to the several underwriters named below in connection with the Offering. The Initial Comfort Letter was the first of three planned circle-up comfort letter deliveries contemplated at the organizational meeting for the Offering, which was held during the week of March 14–18, 2022 (the "Organizational Meeting"), and was delivered in accordance with the procedures and scope agreed upon at that time.
Reference is further made to the Registration Statement on Form S-1 (SEC CIK 0001948372) initially filed confidentially with the Securities and Exchange Commission (the "SEC"), as amended by Amendment No. 1 thereto (EDGAR Accession No. 0001948372-22-000002, dated May 20, 2022) and Amendment No. 2 thereto (EDGAR Accession No. 0001948372-22-000003, dated June 10, 2022) (the Registration Statement, as so amended and as it may be further amended or supplemented, the "Registration Statement"). The Registration Statement includes a prospectus (the "Prospectus") relating to the Offering.
Reference is also made to the Underwriting Agreement (near-final draft), among CBR, Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership (as selling stockholder, the "Selling Stockholder"), and the several underwriters named therein (collectively, the "Underwriters"), pursuant to which Hargrove Keating & Co. is acting as lead-left book-running manager and representative of the several Underwriters (the "Underwriting Agreement"). The Underwriting Agreement contemplates the execution of a Pricing Agreement (as defined therein) establishing the final public offering price per share and the allocation of shares among the several Underwriters.
The proposed Offering consists of approximately $600,000,000 in the aggregate of shares of Common Stock (inclusive of the overallotment option described below), at an assumed midpoint initial public offering price of $22.00 per share, to be listed on the New York Stock Exchange under the ticker symbol "CBRI."
The several Underwriters named in the Underwriting Agreement are as follows:
We understand and acknowledge that Ashford & Pemberton serves as the independent registered public accounting firm that has audited the consolidated financial statements of CBR and its subsidiaries for the fiscal years ended December 31, 2019 ("FY 2019"), December 31, 2020 ("FY 2020"), and December 31, 2021 ("FY 2021"), and has reviewed the unaudited interim consolidated financial data for the quarter ended March 31, 2022 ("Q1 2022"), in each case as included in the Registration Statement. We understand that Gregory Sondheim serves as lead engagement partner and Irene Valdez serves as audit manager on the CBR engagement.
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-down comfort letters addressed to the several Underwriters, in form and substance reasonably satisfactory to the Representative and to the Underwriters' counsel, Prescott, Danforth & Yee LLP ("Underwriters' Counsel").
Specifically, the Underwriting Agreement requires the delivery of two bring-down comfort letters from Ashford & Pemberton:
(a) A bring-down comfort letter to be delivered on the pricing date (i.e., the date on which the Pricing Agreement is executed by the parties, establishing the final public offering price per share and the share allocation among the several Underwriters) (the "Pricing Date"); and
(b) A bring-down comfort letter to be delivered on the closing date (i.e., the date on which shares of Common Stock are delivered to the several Underwriters against payment of the aggregate purchase price therefor) (the "Closing Date") and, if applicable, on any additional closing date in connection with the exercise of the overallotment option.
These two bring-down comfort letters, together with the Initial Comfort Letter dated June 8, 2022, constitute the three planned circle-ups established at the Organizational Meeting, consistent with customary practice for initial public offerings of this size and nature. Specifically:
• Circle-Up No. 1 (Initial Comfort Letter): Delivered June 8, 2022, in connection with the filing of Amendment No. 2 to the Registration Statement.
• Circle-Up No. 2 (Pricing Date Bring-Down): To be delivered on the Pricing Date, updating the Initial Comfort Letter through the Pricing Change Period Cut-Off Date (as defined below).
• Circle-Up No. 3 (Closing Date Bring-Down): To be delivered on the Closing Date (and, if applicable, on any additional closing date), further updating the comfort letter procedures through the Closing Change Period Cut-Off Date (as defined below).
Each of the bring-down comfort letters requested herein should be prepared in accordance with the applicable professional standards governing comfort letters issued by independent public accountants, specifically Statement on Auditing Standards No. 72 ("SAS 72"), as codified in AU-C Section 920, Letters for Underwriters and Certain Other Requesting Parties, and the related guidance published by the American Institute of Certified Public Accountants (the "AICPA"). The scope and form of each bring-down comfort letter should be consistent with the standards and procedures described therein.
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 counsel:
Prescott, Danforth & Yee LLP 1271 Avenue of the Americas New York, NY 10020
Attention: Margaret Yee, Partner, Capital Markets
Copies of the Pricing Date Bring-Down Letter should also be delivered to issuer's counsel:
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Attention: Jennifer Kwon, Responsible Partner
B. Scope of Bring-Down Procedures — Pricing Date
The Pricing Date Bring-Down Letter should update the Initial Comfort Letter dated June 8, 2022, to extend the "change period" covered by the comfort letter procedures. Specifically, the change period for the Pricing Date Bring-Down Letter (the "Pricing Change Period") should run from the cut-off date used in the Initial Comfort Letter through a date not more than three (3) business days prior to the Pricing Date (such date, the "Pricing Change Period Cut-Off Date"). We request that the Pricing Date Bring-Down Letter address each of the following categories of procedures:
(a) Independence. Ashford & Pemberton should reconfirm that it remains independent with respect to CBR within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and the applicable rules and regulations of the SEC thereunder, including Rule 2-01 of Regulation S-X. Such reconfirmation should cover the period from the date of the Initial Comfort Letter through the date of the Pricing Date Bring-Down Letter.
(b) Audited Financial Statements. Ashford & Pemberton should reconfirm that the audited consolidated financial statements of CBR and its subsidiaries for FY 2019, FY 2020, and FY 2021, included in the Registration Statement, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the related rules and regulations adopted by the SEC, including the requirements of Regulation S-X. By way of reference, the audited consolidated financial statements included in the Registration Statement reflect the following consolidated revenue figures:
• FY 2019: $312.8 million
• FY 2020: $401.5 million
• FY 2021: $487.3 million
(c) Unaudited Interim Financial Data. Ashford & Pemberton should reconfirm the procedures performed with respect to the unaudited interim consolidated financial data for Q1 2022 (quarter ended March 31, 2022; revenue of $131.4 million) included in the Registration Statement, including confirmation that such unaudited interim consolidated financial data complies as to form in all material respects with the applicable accounting requirements of Article 10 of Regulation S-X.
(d) No Material Changes — Change Period. Ashford & Pemberton should provide a statement that, during the Pricing Change Period (from the cut-off date used in the Initial Comfort Letter through the Pricing Change Period Cut-Off Date), there has been:
(i) no decrease in total revenue;
(ii) no decrease in Adjusted EBITDA (as defined in the Registration Statement);
(iii) no decrease in net income;
(iv) no decrease in total assets;
(v) no decrease in total stockholders' equity;
(vi) no increase in total debt; and
(vii) no increase in total liabilities;
in each case as compared to the amounts set forth in the most recent financial statements included in the Registration Statement (being the unaudited interim consolidated financial data for Q1 2022), except as described in the Registration Statement or as set forth in the Pricing Date Bring-Down Letter. For reference, the key financial metrics against which changes should be measured are as follows:
(e) Tick-and-Tie Procedures. Ashford & Pemberton should reconfirm that specified financial data, financial amounts, and percentages set forth in the Registration Statement have been compared (ticked and tied) to the audited consolidated financial statements, the unaudited interim consolidated financial data, and/or CBR's underlying accounting records and found to be in agreement. The specific financial data, amounts, and percentages to be covered by the tick-and-tie procedures are set forth in Appendix A to this letter and include, without limitation, financial data appearing in the following sections of the Registration Statement:
• Prospectus Summary (business overview financial highlights)
• Selected Financial Data
• Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A")
• Capitalization Table
• Dilution Analysis
• Business Section
• Description of Indebtedness
• Use of Proceeds
• Principal and Selling Stockholders Table
• Underwriting Section
(f) Non-GAAP Financial Measures. Ashford & Pemberton should reconfirm the procedures performed with respect to the Adjusted EBITDA reconciliation to GAAP net income as presented in the Registration Statement, including the accuracy of the arithmetic of the reconciliation and the agreement of the underlying GAAP line items to the audited or reviewed financial statements, as applicable. The Adjusted EBITDA reconciliation should continue to be traceable to the Company's accounting records and consistent with the reconciliation methodology disclosed in the Registration Statement.
(g) Pro Forma Financial Information. To the extent that any pro forma financial information reflecting the anticipated use of proceeds from the Offering is included in the Registration Statement, Ashford & Pemberton should reconfirm the procedures performed with respect to such pro forma financial information. As described in the Registration Statement, the Company intends to use the net proceeds from the Offering as follows:
• Approximately $200 million to repay a portion of the outstanding borrowings under the Term Loan B facility;
• Approximately $100 million to fund a portion of the construction costs of the Cimarron Solar project (350 MW, Doña Ana County, NM, expected commercial operation date Q1 2023); and
• Approximately $71.7 million for general corporate purposes.
To the extent that the Registration Statement contains pro forma capitalization or pro forma financial data reflecting such use of proceeds, the bring-down procedures should address the continued accuracy of such pro forma presentations.
C. Bring-Down Statement
We request that the Pricing Date Bring-Down Letter include the customary "bring-down" negative assurance statement, substantially in the following form:
"With respect to the period from [initial comfort letter cut-off date] to [Pricing Change Period Cut-Off Date], nothing has come to our attention that caused us to believe that:
(i) there were any changes in the capital stock (including the Company's 100,000,000 shares of Common Stock outstanding immediately prior to the Offering) or increases in long-term debt, or decreases in total assets, stockholders' equity, or net current assets of the Company and its consolidated subsidiaries, in each case as compared to the amounts shown in the most recent balance sheet included in the Registration Statement; or
(ii) for the period from the end of the most recent fiscal quarter included in the Registration Statement (March 31, 2022) through the Pricing Change Period Cut-Off Date, there were any decreases in total revenue, Adjusted EBITDA (as defined in the Registration Statement), or net income, in each case as compared to the comparable period of the preceding fiscal year;
except in each case as described in, or contemplated by, the Registration Statement or as set forth in this letter."
The foregoing form of bring-down statement is intended to be illustrative and not prescriptive, and Ashford & Pemberton should prepare the bring-down statement in accordance with the applicable professional standards, including SAS 72 / AU-C Section 920. We are prepared to discuss the precise formulation of the bring-down language with Ashford & Pemberton and Underwriters' Counsel.
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 in Section V below is exercised, an additional bring-down comfort letter should also be delivered on the additional closing date, as described in Section V.
The Closing Date Bring-Down Letter should be addressed to the same parties as the Pricing Date Bring-Down Letter, specifically:
(a) Each of the several Underwriters named in the Underwriting Agreement;
(b) Prescott, Danforth & Yee LLP, as Underwriters' Counsel (1271 Avenue of the Americas, New York, NY 10020; Attention: Margaret Yee, Partner, Capital Markets); and
(c) Copy to Calderwood & Harkness LLP, as Issuer's Counsel (599 Lexington Avenue, New York, NY 10022; Attention: Jennifer Kwon, Responsible Partner).
B. Scope of Bring-Down Procedures — Closing Date
The Closing Date Bring-Down Letter should further update the Pricing Date Bring-Down Letter, extending the change period covered by the comfort letter procedures through a date not more than three (3) business days prior to the Closing Date (such date, the "Closing Change Period Cut-Off Date"). The change period for the Closing Date Bring-Down Letter (the "Closing Change Period") should run from the Pricing Change Period Cut-Off Date through the Closing Change Period Cut-Off Date.
The Closing Date Bring-Down Letter should cover the same categories of procedures set forth in Section III.B above (paragraphs (a) through (g)), applied to the updated Closing Change Period. Specifically, and without limitation, we request:
(a) Reconfirmation of the independence of Ashford & Pemberton with respect to CBR;
(b) Reconfirmation regarding the audited consolidated financial statements for FY 2019, FY 2020, and FY 2021;
(c) Reconfirmation regarding the unaudited interim consolidated financial data for Q1 2022;
(d) A statement regarding changes (or the absence of changes) in the specified financial metrics during the Closing Change Period, including any events or changes arising between the Pricing Change Period Cut-Off Date and the Closing Change Period Cut-Off Date;
(e) Reconfirmation of the tick-and-tie procedures with respect to the financial data, amounts, and percentages identified in Appendix A;
(f) Reconfirmation regarding the Adjusted EBITDA reconciliation and non-GAAP financial measures; and
(g) Reconfirmation regarding any pro forma financial information included in the Registration Statement.
We particularly note the importance of identifying any events or changes arising during the period between the Pricing Change Period Cut-Off Date and the Closing Change Period Cut-Off Date, as such period — while typically brief — may coincide with the public dissemination of the final prospectus and the commencement of trading in the Company's Common Stock.
C. Bring-Down Statement
The Closing Date Bring-Down Letter should include the same form of negative-assurance-style bring-down statement described in Section III.C above, with the change period updated to extend through the Closing Change Period Cut-Off Date. The language should be substantially in the same form as the Pricing Date bring-down statement, mutatis mutandis, to reflect the updated dates and any intervening developments.
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, if any. At the assumed midpoint IPO price of $22.00 per share, the overallotment option represents approximately $78,300,000 of additional shares. The overallotment option is exercisable, in whole or in part, at any time within thirty (30) days from the date of the final prospectus.
In the event that the overallotment option is exercised, in whole or in part, after the initial Closing Date, and an additional closing is required for the delivery of the additional shares purchased pursuant to such exercise, we request that Ashford & Pemberton deliver an additional bring-down comfort letter on such additional closing date (the "Additional Closing Date Bring-Down Letter"). The Additional Closing Date Bring-Down Letter should be in the same form and substance as the Closing Date Bring-Down Letter described in Section IV above, but with the change period further extended through a date not more than three (3) business days prior to the additional closing date.
The addressees and scope of the Additional Closing Date Bring-Down Letter should be identical to those set forth in Section IV above. To the extent that the overallotment option is exercised in multiple tranches, resulting in more than one additional closing date, a separate bring-down comfort letter should be delivered on each such additional closing date.
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.) and to Underwriters' Counsel (Prescott, Danforth & Yee LLP).
(b) Each bring-down comfort letter should be prepared in accordance with Statement on Auditing Standards No. 72 (SAS 72), as codified in AU-C Section 920, and the guidance of the AICPA, including the relevant illustrative comfort letter formats set forth in the appendices to AU-C Section 920.
(c) Each bring-down comfort letter should reference the then-current version of the Registration Statement, including the most recent amendment or supplement thereto filed with the SEC prior to the applicable delivery date. As of the date of this letter, the most current amendment is Amendment No. 2 (EDGAR Accession No. 0001948372-22-000003, dated June 10, 2022). If the Registration Statement is further amended prior to effectiveness — for example, by the filing of a pricing amendment incorporating the final public offering price and share allocation, or by the filing of an amendment incorporating updated financial statements as a result of financial-statement staleness under Rule 3-12 of Regulation S-X — the bring-down comfort letters should reference the then-current version of the Registration Statement as so amended.
(d) Each bring-down comfort letter should be executed by a partner of Ashford & Pemberton authorized to sign on behalf of the firm and should be delivered in original counterpart (with copies) to the Representative and to Underwriters' Counsel.
(e) The bring-down comfort letters should be dated as of the applicable delivery date (Pricing Date, Closing Date, or additional closing date, as the case may be).
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 & Pemberton LLP, with Gregory Sondheim serving as lead engagement partner and Irene Valdez serving as audit manager. These financial statements include the consolidated balance sheets as of December 31, 2019, 2020, and 2021, and the related consolidated statements of operations, comprehensive income, changes in stockholders' equity, and cash flows for each of the three fiscal years in the period ended December 31, 2021, together with the notes thereto.
B. Unaudited Interim Consolidated Financial Data
The unaudited interim consolidated financial data of CBR and its subsidiaries for Q1 2022 (the quarter ended March 31, 2022), reviewed by Ashford & Pemberton in accordance with SAS standards applicable to reviews of interim financial information. Such financial data includes the unaudited condensed consolidated balance sheet as of March 31, 2022, and the related unaudited condensed consolidated statements of operations and cash flows for the three-month period ended March 31, 2022, together with the notes thereto.
C. Additional Interim Financial Data
In the event that additional interim financial data is subsequently included in the Registration Statement as a result of financial-statement staleness updates required by Rule 3-12 of Regulation S-X (or otherwise), the bring-down comfort letters should also cover such additional interim financial data.
D. Key Financial Metrics
For purposes of the change-period analysis described in Sections III.B(d) and IV.B above, the key financial metrics to be addressed are as follows:
FY 2021 (Audited):
Q1 2022 (Unaudited):
E. Operating Capacity and Key Projects
For purposes of the tick-and-tie procedures and the change-period analysis, we note that the Registration Statement discloses the following operating capacity and key project data:
• Operating capacity: 3.8 GW
• Capacity under construction: 1.4 GW
• Development pipeline: 6.2 GW
Key projects and construction status reflected in the Registration Statement include:
• Mesquite Wind: 420 MW wind generation facility, Oldham County, Texas; expected commercial operation date ("COD") Q3 2022.
• Cimarron Solar: 350 MW solar generation facility, Doña Ana County, New Mexico; expected COD Q1 2023.
To the extent that the bring-down comfort letters address financial data related to these projects (including project-level capital expenditures, construction-in-progress balances, or project financing draw amounts), such data should be ticked and tied to the Company's accounting records.
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 shares of Common Stock outstanding: 100,000,000 shares
• Post-IPO shares of Common Stock outstanding (base offering): 123,713,636 shares
• Post-IPO shares of Common Stock outstanding (full exercise of overallotment option): 127,272,727 shares
B. Offering Economics
• Aggregate offering size (including overallotment): $600,000,000
• Base offering size: $521,700,000
• Overallotment option size: $78,300,000
• Gross spread (underwriting discount): 5.50%
• Total underwriting discount (full exercise): $33,000,000
C. Use of Proceeds
• Approximately $200 million: Repayment of Term Loan B facility
• Approximately $100 million: Construction funding for Cimarron Solar project
• Approximately $71.7 million: General corporate purposes
D. Valuation Metrics
• Pre-money equity valuation: $2.2 billion (based on assumed midpoint IPO price of $22.00 per share × 100,000,000 pre-IPO shares)
• Post-money equity valuation (base offering): $2.72 billion
• Enterprise value / EBITDA multiple: approximately 19.4x FY 2021 Adjusted EBITDA
E. Debt Facilities
F. Dilution Analysis
All financial data, amounts, and percentages set forth in the Dilution section of the Registration Statement, including the dilution per share to new investors, should be ticked and tied to the Company's accounting records and the offering assumptions.
G. Selected Financial Data
All financial data appearing in the Selected Financial Data tables of the Registration Statement, covering FY 2019, FY 2020, FY 2021, and Q1 2022, should be ticked and tied to the audited and reviewed financial statements, as applicable.
H. Equity Plan Reserves
• 2022 Omnibus Equity Incentive Plan: 12,727,273 shares reserved for issuance
• 2022 Employee Stock Purchase Plan ("ESPP"): 2,545,455 shares reserved for issuance
A complete schedule of financial data, amounts, and percentages to be covered by the bring-down procedures, cross-referenced to specific page numbers and section headings in Amendment No. 2 of the Registration Statement, is set forth in Appendix A attached hereto.
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 West tax-equity partnership) and is a significant element of the Company's accounting for its renewable energy project investments.
We note that the SEC Staff raised questions regarding the Company's HLBV methodology disclosures in both rounds of comment letters on the Registration Statement. Specifically, the SEC Staff issued a total of twenty-five (25) comments across two comment letters, a number of which addressed the HLBV methodology, the related financial presentations and reconciliations, and the adequacy of the Company's disclosures regarding the assumptions and judgments inherent in the HLBV approach. In response, the Company incorporated revisions to its HLBV disclosures in both Amendment No. 1 (filed May 20, 2022) and Amendment No. 2 (filed June 10, 2022).
In light of the significance of the HLBV methodology to the Company's financial statements and the attention paid to this topic by the SEC Staff, we request that the bring-down comfort letters specifically address whether the HLBV-related financial presentations and reconciliations included in the Registration Statement remain consistent with the audited consolidated financial statements and the Company's underlying accounting records. This should include, without limitation:
(a) The HLBV-related disclosures in the footnotes to the audited consolidated financial statements;
(b) The HLBV-related reconciliations and presentations in the MD&A section of the Registration Statement;
(c) Any HLBV-related financial data appearing elsewhere in the Registration Statement, including in the Business section and the Description of Indebtedness section; and
(d) Confirmation that any revisions to the HLBV disclosures incorporated in response to the SEC Staff comments are consistent with the Company's audited financial statements and accounting records.
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 requested by Ashford & Pemberton in connection with the bring-down procedures, including any management representation letter updating or supplementing the management representation letter previously delivered in connection with the Initial Comfort Letter;
(b) Provide Ashford & Pemberton with reasonable access to the Company's books, records, and accounting personnel as may be necessary to complete the bring-down procedures; and
(c) Be available for discussions with Ashford & Pemberton regarding any changes in the Company's financial condition, results of operations, or business that may have occurred during the applicable change period.
In addition, Calderwood & Harkness LLP, as issuer's counsel to CBR, has confirmed that it will be available to coordinate with Ashford & Pemberton on the scope of the bring-down comfort letters and to review and comment on drafts as appropriate.
We respectfully request that Ashford & Pemberton circulate draft bring-down comfort letters to the following parties at least two (2) business days prior to the applicable delivery date to permit review and comment:
(a) The Underwriters: Hargrove Keating & Co. (Attention: Oliver Marchetti, Managing Director, Equity Capital Markets; Sonia Tran, Director, Power & Renewables Investment Banking);
(b) Underwriters' Counsel: Prescott, Danforth & Yee LLP (Attention: Margaret Yee, Partner; Scott Halverson, Counsel);
(c) Issuer's Counsel: Calderwood & Harkness LLP (Attention: Jennifer Kwon, Responsible Partner; Brendan Walsh, Lead Associate; Natasha Forbes, Working Associate).
We believe that the advance circulation of drafts will facilitate the timely resolution of any scope or formulation issues and will help to ensure that the bring-down comfort letters can be executed and delivered in final form on the applicable delivery dates without unnecessary delay.
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 Hargrove Keating & Co. 383 Madison Place New York, NY 10017 Telephone: (212) 555-4815
Email: sonia.tran@hargovekeating.com
Daniel Furman Vice President, Equity Capital Markets Syndicate Hargrove Keating & Co. 383 Madison Place New York, NY 10017 Telephone: (212) 555-4822
Email: daniel.furman@hargovekeating.com
We would appreciate receiving written acknowledgment from Ashford & Pemberton LLP confirming its willingness to deliver the bring-down comfort letters on the terms and in the scope described in this letter. Such acknowledgment may be delivered by email to the contacts listed above, with a copy to Underwriters' Counsel and Issuer's Counsel at the addresses and contact information set forth above.
We thank you for your continued cooperation in connection with this Offering, and we look forward to working with you to bring the comfort letter process to a successful conclusion.
Very truly yours,
HARGROVE KEATING & CO. As Representative of the Several Underwriters
By: ________
Name: Oliver Marchetti
Title: Managing Director, Equity Capital Markets
[Signature line left blank — never executed]
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 Walsh, Lead Associate Natasha Forbes, Working Associate
Prescott, Danforth & Yee LLP (Underwriters' Counsel) 1271 Avenue of the Americas New York, NY 10020
Margaret Yee, Partner Scott Halverson, Counsel Anita Desmond, Associate
Whitfield Archer & Doss LLP (Selling Stockholder's Counsel) 51 West 52nd Street New York, NY 10019