Oliver,
I hope this message finds you well. My name is Brendan Walsh, and I am the lead associate at Calderwood & Harkness LLP working with Jennifer Kwon on the proposed initial public offering of Calloway-Briggs Renewables Inc. ("CBR") (C&H Matter No. 1015-00001). I am writing to circulate draft materials in advance of the organizational meeting, which is currently scheduled for the week of March 14–18, 2022.
Please find attached the following three documents for the working group's review:
**1. Draft Organizational Meeting Agenda**
The agenda covers the topics we expect to address during the meeting at CBR's Austin headquarters (4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746). Principal discussion items include:
- Proposed offering size of approximately $600,000,000 in the aggregate (inclusive of the underwriters' overallotment option) - Assumed midpoint IPO price of $22.00 per share - Underwriting economics, including a 5.50% gross spread - Primary/secondary split — the offering will consist of primary shares issued by CBR and secondary shares of approximately $150,000,000 sold by Pinnacle Vista Capital Partners III, LP - Use of proceeds, including repayment of the existing Term Loan B facility, construction funding for the Cimarron Solar project, and general corporate purposes - Lock-up period of 180 days and identification of lock-up parties - Proposed listing on the New York Stock Exchange under the ticker symbol "CBRI" - S-1 drafting schedule and due diligence plan - Comfort letter process with Ashford & Pemberton LLP, including three circle-ups: initial, bring-down, and pricing - NYSE listing application and FINRA corporate financing filing timeline - D&O insurance review and financial printer engagement
**2. Working Group List / Responsibility Matrix**
The attached working group list provides a comprehensive contact directory and responsibility assignments for all parties involved in the transaction, including:
- **CBR Management:** Garrett Calloway, Elaine Briggs, Marcus Yoon, Sandra Haverford, Priya Anand, and others - **Pinnacle Vista Capital Partners:** Hugh Pemberton and Diane Kovac, with their counsel at Whitfield Archer & Doss LLP (Christine Navarro, Philip Archer, Derek Fong) - **Hargrove Keating & Co.** (Lead-Left Book-Runner): Oliver Marchetti, Sonia Tran, Daniel Furman - **Linden Pratt Securities LLC** (Joint Book-Runner): Rebecca Innes, James Alcorn - **Graymont Brothers Inc.** (Joint Book-Runner): Kenneth Sato, Lisa Trujillo - **Co-Managers:** Barfield Stuart & Co. and Crane Whitley Capital LLC - **Underwriters' Counsel:** Prescott, Danforth & Yee LLP (Margaret Yee, Scott Halverson, Anita Desmond) - **Issuer's Counsel:** Calderwood & Harkness LLP (Jennifer Kwon, Theodore Langston, Brendan Walsh, Natasha Forbes, Leonard Cross) - **Auditor:** Ashford & Pemberton LLP (Gregory Sondheim, Irene Valdez) - **Tax Advisor:** Kessler McBride & Associates LLP (Alan Kessler, Linda McBride) - **Transfer Agent:** Continental Shareowner Services, Inc. (Maria Costello) - **Financial Printer:** Ridgeway Financial Printing Corp. (Alan Greenidge) - **D&O Insurance Broker:** Dravello Place Insurance Advisors LLC (Nina Radcliffe) - **IR Advisor:** Broadmark Strategic Communications Inc. (Jason Eklund)
Oliver — I would appreciate it if you could confirm that the Hargrove Keating personnel listed are correct and flag any additional contacts who should be added to the distribution.
**3. Proposed Project Timeline**
The attached timeline sets out a high-level milestone schedule for the transaction. Key target dates include:
- **March 14–18, 2022:** Organizational meeting in Austin - **March 21 – April 29, 2022:** Due diligence sessions and initial S-1 drafting - **Week of April 11, 2022:** Target confidential submission of DRS-1 to the SEC (CBR qualifies as an emerging growth company under the JOBS Act, permitting confidential submission) - Anticipated SEC review period and comment response cycle to follow - Comfort letter delivery and FINRA/NYSE filing coordination - Roadshow and pricing timeline (subject to market conditions, to be discussed further at the organizational meeting)
**Logistics**
The organizational meeting will be held at CBR's headquarters at 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746. Sandra Haverford's team at CBR is handling conference room logistics and building access. Dial-in details for those who will be participating remotely will follow separately early next week.
I would ask that Oliver and all recipients please review the attached materials and send any comments, corrections, or additions **by end of day Monday, March 14**, so that we can finalize the documents for the start of the meeting.
Jennifer Kwon will lead the meeting discussions on behalf of issuer's counsel, and she looks forward to working with the full group next week.
Thank you all in advance for your review. Please do not hesitate to reach out to me or Jennifer with any questions in the meantime.
Best regards,
**Brendan Walsh** Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 T: +1 (212) 558-7234 E: bwalsh@calderwoodharkness.com
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