Dear Maria,
I hope this email finds you well. My name is Natasha Forbes and I am an associate at Calderwood & Harkness LLP (599 Lexington Avenue, New York, NY 10022) working on the proposed initial public offering of Calloway-Briggs Renewables Inc. ("CBR" or the "Company"). This matter is being handled under C&H Matter No. 1015-00001.
Calderwood & Harkness serves as issuer's counsel to CBR in connection with the proposed IPO of the Company's common stock on the New York Stock Exchange. As discussed and confirmed during the organizational meeting held March 14–18, 2022, in Austin, Texas, Continental Shareowner Services, Inc. ("Continental") has been selected to serve as transfer agent and registrar for the offering, and I am writing to formally confirm that engagement and to initiate the process for obtaining DTC eligibility.
**I. Confirmation of Engagement**
We confirm that Continental Shareowner Services, Inc. (1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004) has been selected to serve as transfer agent and registrar for the common stock, par value $0.01 per share (proposed ticker symbol: CBRI), of Calloway-Briggs Renewables Inc., a Delaware corporation headquartered at 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746.
In connection with the foregoing, we would appreciate it if you could:
- Forward Continental's standard form of Transfer Agent and Registrar Agreement for review by Calderwood & Harkness and the Company; - Confirm Continental's standard fee schedule applicable to this engagement; and - Identify any specific documentation or corporate resolutions required from the issuer to formalize the engagement.
For day-to-day coordination purposes, the primary client contacts at CBR will be Sandra Haverford, General Counsel (shaverford@calloway-briggs.com), and Priya Anand, SVP, Finance & Treasurer (panand@calloway-briggs.com), both of whom are copied on this email.
**II. Share Information for Transfer Agent Setup**
For purposes of account setup, please find below a summary of the Company's capitalization and proposed offering details:
- *Pre-IPO shares outstanding:* 100,000,000 shares of common stock (fully diluted, post-reclassification of all preferred stock) - *Proposed aggregate offering size:* approximately $600,000,000 (inclusive of the overallotment option) - *Assumed midpoint offering price:* $22.00 per share - Base shares to be issued: 23,713,636 shares - Overallotment shares: 3,559,091 shares - Total shares (full exercise of overallotment): 27,272,727 shares - *Post-IPO shares outstanding:* - Base deal: 123,713,636 shares - Full overallotment exercise: 127,272,727 shares
Please note that the offering will include both primary shares (newly issued by the Company) and secondary shares sold by the selling stockholder, Pinnacle Vista Capital Partners III, LP (6,818,182 shares / $150,000,000 at the assumed midpoint price of $22.00 per share). Continental will therefore need to handle both the new issuance of primary shares and the transfer of existing shares on behalf of the selling stockholder.
Additional issuer information:
- *EIN:* 83-4027615 - *Jurisdiction of incorporation:* Delaware - *Registered agent:* Capitol Statutory Services, Inc., 1209 Orange Street, Wilmington, DE 19801
**III. DTC Eligibility**
As you are aware, DTC (Depository Trust Company) eligibility is a condition to closing under the underwriting agreement and a requirement for listing on the NYSE. All shares are expected to be issued in book-entry form through DTC's facilities; no physical certificates are anticipated.
We would appreciate it if you could provide the following information regarding the DTC eligibility process:
1. The standard DTC eligibility application forms and any required supporting documentation; 2. The typical processing timeline from application submission to confirmation of eligibility; 3. Whether Continental will coordinate directly with DTC on the Company's behalf or whether CBR or its counsel should submit the application independently; and 4. Any fees associated with the DTC eligibility application.
**IV. Listing and Underwriting Context**
For your reference, the key participants in the transaction are as follows:
- *Stock Exchange:* New York Stock Exchange (NYSE Listing Application No. NYSE-2022-04218 has been submitted) - *Lead-Left Book-Running Manager:* Hargrove Keating & Co. - *Joint Book-Runners:* Linden Pratt Securities LLC and Graymont Brothers Inc. - *Co-Managers:* Barfield Stuart & Co. and Crane Whitley Capital LLC - *Underwriters' Counsel:* Prescott, Danforth & Yee LLP (Margaret Yee, partner)
The Company expects to confidentially submit the draft registration statement on Form S-1 to the SEC in the coming weeks. Continental Shareowner Services will be referenced in the registration statement as the transfer agent and registrar for the Company's common stock. Once the working group list (responsibility matrix) is finalized, we will circulate it to the full working group, including Continental's contact details.
**V. Equity Plans**
The Board of Directors has approved (or will shortly approve) the following equity compensation plans in connection with the IPO:
- *2022 Omnibus Equity Incentive Plan:* 12,727,273 share reserve (representing approximately 10% of post-IPO shares outstanding on a fully-exercised basis) - *2022 Employee Stock Purchase Plan:* 2,545,455 share reserve (representing approximately 2% of post-IPO shares outstanding on a fully-exercised basis)
Could you please let us know whether Continental offers equity plan administration services, or whether a separate plan administrator will need to be engaged? If a separate administrator is required, please advise on any coordination that would be needed between Continental and such administrator.
**VI. Lock-Up Considerations**
In connection with the offering, 180-day lock-up agreements will restrict the transfer of shares held by the Company's directors, officers, and holders of 1% or more of the pre-IPO common stock (approximately 18 persons and entities in total). We would appreciate your guidance on the following:
- Whether Continental will need copies of the executed lock-up agreements; and - What procedures Continental follows to enforce transfer restrictions during the lock-up period (e.g., stop-transfer legends, stop-transfer instructions, or other mechanisms).
**VII. Timeline and Next Steps**
To summarize, we would be grateful if you could confirm receipt of this email and provide the following at your earliest convenience:
1. Continental's standard form of Transfer Agent and Registrar Agreement; 2. Applicable fee schedule; 3. DTC eligibility application materials and estimated processing timeline; 4. A list of required corporate documents (e.g., certified charter, bylaws, board resolutions, incumbency certificates, etc.); and 5. Any additional forms or information needed to set up the CBR account.
The working group is currently targeting a confidential SEC submission in mid-April, with a potential roadshow and pricing to follow thereafter, subject to market conditions. Given that timeline, we would like to move promptly to finalize the engagement documentation and initiate the DTC eligibility process.
We would also be happy to schedule an introductory call among Sandra, Priya, and the team at Continental to discuss logistics and any open items. Please let us know your availability and we will coordinate.
Thank you very much for Continental Shareowner Services' participation in this transaction. We look forward to working with you.
Best regards,
Natasha Forbes Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 T: (212) 558-7243 E: nforbes@calderwoodharkness.com
Brendan Walsh, lead associate on this matter (bwalsh@calderwoodharkness.com), is also available should you have any questions.
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