CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
DUE DILIGENCE REQUEST LIST — TAX
Calloway-Briggs Renewables Inc.
Proposed Initial Public Offering
C&H Matter No. 1015-00001
March 21, 2022 (Initial Circulation) Updated April 8, 2022
Prepared by:
Leonard Cross, Specialist Partner, Tax Brendan Walsh, Lead Associate, Capital Markets Natasha Forbes, Working Associate, Capital Markets
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Addressed to:
Sandra Haverford, General Counsel & Corporate Secretary, Calloway-Briggs Renewables Inc. Marcus Yoon, Chief Financial Officer, Calloway-Briggs Renewables Inc. Priya Anand, SVP, Finance & Treasurer, Calloway-Briggs Renewables Inc.
Copies to:
Jennifer Kwon, Responsible Partner, Calderwood & Harkness LLP Alan Kessler, Managing Partner, Kessler McBride & Associates LLP Linda McBride, Partner — Tax Structures, Kessler McBride & Associates LLP Gregory Sondheim, Lead Engagement Partner, Ashford & Pemberton LLP
INTRODUCTION AND GENERAL INSTRUCTIONS
This request list identifies the tax-related documents and information required by Calderwood & Harkness LLP ("C&H") and Kessler McBride & Associates LLP ("KMA") in connection with the due diligence review for the proposed initial public offering (the "IPO" or the "Offering") of approximately $600,000,000 of common stock of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") on the New York Stock Exchange (proposed ticker: CBRI). The documents and information identified herein are necessary for, among other things, the preparation and review of the Registration Statement on Form S-1 (including the prospectus), the rendering of tax opinions, the preparation of comfort letter requests to the Company's independent auditors, and the evaluation of risk factors and other disclosures required under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Scope of Review. Unless otherwise specified, the term "Company" as used herein refers collectively to Calloway-Briggs Renewables Inc. (EIN: 83-4027615), a Delaware corporation headquartered at 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746, and each of its direct and indirect subsidiaries. The material subsidiaries of the Company that are included within the scope of this request list are as follows:
• CBR Holdings LLC, a Delaware limited liability company
• Calloway-Briggs Operating Company LLC, a Texas limited liability company
• Solaris West Solar LLC, a Texas limited liability company
• Red Mesa Wind Energy LLC, an Oklahoma limited liability company
• Painted Rock Solar LLC, an Arizona limited liability company
• Pronghorn Wind LLC, a Texas limited liability company
• Brazos Energy Storage LLC, a Texas limited liability company
• Mesquite Wind Holdings LLC, a Texas limited liability company
• Cimarron Solar Development LLC, a New Mexico limited liability company
• CBR Development Co. LLC, a Texas limited liability company
Review Period. Unless otherwise indicated, the requests set forth herein cover the period from January 1, 2019 (the beginning of the earliest audited fiscal year included in the Registration Statement) through the most recent available date. Where a request calls for information for specific fiscal years, the fiscal year refers to the calendar year ended December 31 of the year specified. To the extent that the Company or any subsidiary has a fiscal year that differs from a calendar year, responses should identify such fiscal year and provide the corresponding information.
Format and Delivery. Electronic copies of all responsive documents are preferred. All documents should be uploaded to the secure virtual data room established for this transaction (the "Data Room"), which is hosted by Sundial Technologies (Venue). Documents should be Bates-stamped with a sequential numbering prefix of "CBR-TAX-" (e.g., CBR-TAX-000001). Where responsive documents have already been uploaded to the Data Room in connection with other request lists, cross-references to the existing data-room document identification numbers are acceptable, provided that the cross-reference is clearly identified by request number.
Privileged Documents. Certain requests herein may call for documents or information that the Company considers to be protected by the attorney-client privilege, the work-product doctrine, or other applicable privileges. Requests for privileged documents should be flagged separately for discussion with Sandra Haverford, General Counsel & Corporate Secretary, prior to production. The Company should not waive any privilege without prior consultation with C&H.
Form of Responses. The Company is requested to identify all responsive documents by the applicable request number. Where no responsive documents exist, or where a request is not applicable to the Company, the Company should so indicate by noting "None" or "Not applicable" with a brief explanation. Partial responses should be identified as such and supplemented as additional information becomes available.
Coordination with Other Request Lists. This request list should be read in conjunction with the following related due diligence request lists, which contain additional requests for documents and information that may be relevant to tax matters:
• Corporate/General Due Diligence Request List (dated March 14, 2022)
• Debt and Financing Request List (dated March 14, 2022)
• Employment & Benefits Request List (dated March 18, 2022)
To the extent that a document is responsive to requests in more than one list, the Company need only produce one copy of the document and may cross-reference the production in response to each applicable request.
Kessler McBride & Associates LLP. KMA, led by Alan Kessler, Managing Partner, and Linda McBride, Partner — Tax Structures, serves as the external tax structuring advisor to the Company in connection with the Offering. KMA is authorized by the Company and by C&H to receive all responses to this request list and to participate fully in the tax due diligence review. Any documents produced in response to this request list will be shared with KMA unless the Company expressly instructs otherwise in writing.
Continuing Nature of Requests. The requests set forth herein are continuing in nature. The Company should supplement its responses promptly if additional responsive documents are identified, created, or received at any time prior to the completion of the due diligence review and the closing of the Offering.
I. FEDERAL INCOME TAX RETURNS AND CORRESPONDENCE
1.1 Copies of all federal income tax returns (including, without limitation, IRS Forms 1120, 1120-S, 1065, and all schedules, statements, and attachments thereto) filed by CBR and each of its direct and indirect subsidiaries for fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021. This request includes any amended returns (e.g., Forms 1120-X) filed for any of the foregoing fiscal years. If any return for fiscal year 2021 has not yet been filed as of the date of the Company's response, please provide the most recent draft thereof and advise as to the expected filing date.
1.2 Copies of all federal tax return extension requests (IRS Forms 7004, Application for Automatic Extension of Time to File Certain Business Income Tax, Information, and Other Returns) filed by CBR and each of its subsidiaries for fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, together with evidence of timely filing thereof.
1.3 Copies of all federal estimated tax payment calculations and vouchers (IRS Forms 1120-W, Estimated Tax for Corporations, or equivalent workpapers) prepared by or on behalf of CBR and each of its subsidiaries for fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, and for the first quarter of fiscal year 2022. Please also provide records of all estimated tax payments actually made, including dates and amounts.
1.4 Copies of all federal information returns filed by or on behalf of CBR and each of its subsidiaries for fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, including, without limitation, IRS Forms 1099 (all variants, including 1099-MISC, 1099-NEC, 1099-INT, 1099-DIV), Forms W-2, Forms 1042-S (Foreign Person's U.S. Source Income Subject to Withholding), Forms W-2G, and similar information returns. If providing complete copies of all Forms W-2 is impracticable due to volume, summary transmittal forms (Forms W-3) and representative samples may be provided, together with a certification of the total number of Forms W-2 filed and aggregate amounts reported for each fiscal year.
1.5 Copies of all correspondence with the Internal Revenue Service ("IRS"), including but not limited to:
(a) audit or examination notices, including IRS Letters 2205 and 2205-A;
(b) information document requests (IDRs) issued by the IRS;
(c) notices of proposed adjustment (Forms 5701);
(d) revenue agent reports (Forms 4549, 4549-A, and similar);
(e) thirty-day letters and ninety-day letters (statutory notices of deficiency);
(f) closing agreements (IRS Forms 906);
(g) private letter rulings and applications therefor;
(h) technical advice memoranda and requests therefor;
(i) determination letters and applications therefor;
(j) any other written correspondence to or from the IRS, including penalty assessment notices and abatement requests; and
(k) any correspondence with the IRS Appeals Office, the Taxpayer Advocate Service, or the IRS Office of Chief Counsel.
This request covers all open tax years and any closed tax years for which correspondence remains relevant to open matters, unresolved issues, or ongoing disputes.
1.6 A written description of any ongoing, pending, or threatened IRS audits, examinations, or investigations involving CBR or any of its subsidiaries, including, for each such matter:
(a) the identity of the IRS office (e.g., Large Business & International Division, Small Business/Self-Employed Division, campus examination) conducting or initiating the audit, examination, or investigation;
(b) the tax years under review;
(c) the specific issues raised or under examination;
(d) the current status of the matter and any expected timeline for resolution; and
(e) an estimate of the potential exposure, if available.
1.7 A schedule of all open federal tax years for CBR and each of its subsidiaries, specifying:
(a) the regular statute of limitations expiration date for each open year;
(b) any extensions of the statute of limitations (IRS Forms 872, Consent to Extend the Time to Assess Tax, or Forms 872-A, Special Consent to Extend the Time to Assess Tax) or waivers currently in effect, including the terms and expiration dates of such extensions or waivers; and
(c) any other circumstances that may extend the applicable statute of limitations (e.g., substantial omission of income under Section 6501(e), fraud, or failure to file a required return).
1.8 Copies of any closing agreements (IRS Forms 906 or equivalent) or advance pricing agreements entered into by CBR or any of its subsidiaries with the IRS, together with any related correspondence or submissions.
1.9 Copies of all applications for employer identification numbers (IRS Forms SS-4, Application for Employer Identification Number) for CBR and each of its subsidiaries, together with the corresponding IRS notices of assignment (CP 575 or equivalent). Please confirm that the employer identification number for Calloway-Briggs Renewables Inc. is 83-4027615.
II. STATE AND LOCAL TAX RETURNS AND CORRESPONDENCE
2.1 Copies of all state and local income, franchise, gross receipts, margin, and similar tax returns filed by CBR and each of its subsidiaries for fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, in each jurisdiction where such returns were filed. This request encompasses, without limitation, the following jurisdictions and tax types:
(a) Texas — franchise (margin) tax returns (Texas Franchise Tax Report, Forms 05-158-A and 05-158-B, and related schedules);
(b) New Mexico — corporate income and franchise tax returns;
(c) Arizona — corporate income tax returns;
(d) California — corporation franchise or income tax returns (Forms 100, 100W, and related schedules);
(e) Oklahoma — corporate income tax returns and franchise tax returns; and
(f) any other state or local jurisdictions in which returns were filed.
2.2 A schedule of all states and local jurisdictions in which CBR or any of its subsidiaries: (i) files tax returns; (ii) is registered or qualified to do business; or (iii) has nexus (including physical presence nexus and economic nexus) or has determined that nexus may exist. For each jurisdiction, the schedule should specify:
(a) the name of the entity filing or potentially required to file;
(b) the type(s) of return filed (income, franchise, gross receipts, margin, etc.);
(c) the basis for nexus (physical presence, economic nexus, registration, or other);
(d) any projects, operations, or employees located in the jurisdiction; and
(e) the dates on which filing obligations commenced.
This request specifically addresses the Company's operations and projects located in Texas, New Mexico, Arizona, California, and Oklahoma, but is not limited to those jurisdictions. If the Company or any subsidiary has determined that it does not have nexus in a state where it conducts activities (e.g., construction management, equipment sourcing, or power sales), please describe the basis for that determination.
2.3 Copies of all correspondence with state and local taxing authorities, including but not limited to audit notices, assessment notices, proposed adjustments, closing agreements, settlement agreements, penalty notices, and any protests, petitions, or appeals filed, for all open tax years.
2.4 A written description of any ongoing, pending, or threatened state or local tax audits, examinations, investigations, or disputes involving CBR or any of its subsidiaries, including, for each such matter, the jurisdiction, the tax type, the tax years involved, the issues raised, the current status, and the estimated exposure.
2.5 A schedule of all open state and local tax years for CBR and each of its subsidiaries, including any extensions of the applicable statutes of limitations or waivers currently in effect, specifying the jurisdiction, the tax type, the year, the regular statute-of-limitations expiration date, and the extended expiration date (if applicable).
2.6 Copies of any voluntary disclosure agreements entered into by CBR or any of its subsidiaries with any state or local taxing authority, together with all related correspondence, applications, and closing documentation. In addition, copies of any nexus studies, nexus questionnaire responses, or nexus analyses prepared by or on behalf of the Company.
2.7 Copies of any state or local tax incentive agreements, tax abatement agreements, enterprise-zone certifications, freeport exemptions, or similar tax incentive or tax-reduction arrangements applicable to any project site owned or operated by CBR or any of its subsidiaries. This request includes, without limitation, any agreements with school districts, counties, municipalities, or other local taxing jurisdictions relating to property tax abatements or payments in lieu of taxes, as well as any renewable-energy-specific state tax incentives.
2.8 Copies of any analyses or memoranda regarding Texas margin tax computations for CBR and its Texas-organized or Texas-operating subsidiaries, including the method of computation elected (cost of goods sold, compensation, EZ computation, or 70% of total revenue), apportionment methodology, and any positions taken with respect to the characterization of revenue or deductions under the Texas margin tax.
III. ENTITY CLASSIFICATION AND TAX STRUCTURE
3.1 A comprehensive schedule of all entities in the CBR organizational structure, including, for each entity:
(a) legal name;
(b) entity type (corporation, limited liability company, limited partnership, general partnership, or other);
(c) jurisdiction of formation;
(d) date of formation;
(e) federal tax classification (C-corporation, S-corporation, disregarded entity, or partnership);
(f) whether any entity classification election has been filed (IRS Form 8832) or whether the entity relies on default classification rules;
(g) the direct parent entity and ownership percentage; and
(h) the functional purpose of the entity (holding company, operating company, project-level special-purpose vehicle, development entity, etc.).
This schedule should cover the full organizational chain, including but not limited to: Calloway-Briggs Renewables Inc. (Delaware C-corporation, parent entity) → CBR Holdings LLC (Delaware) → Calloway-Briggs Operating Company LLC (Texas) → project-level special-purpose vehicles (Solaris West Solar LLC, Red Mesa Wind Energy LLC, Painted Rock Solar LLC, Pronghorn Wind LLC, Brazos Energy Storage LLC, Mesquite Wind Holdings LLC, Cimarron Solar Development LLC, and CBR Development Co. LLC), as well as any other entities not listed above.
3.2 Copies of all IRS entity classification elections (IRS Forms 8832, Entity Classification Election) filed by any subsidiary of CBR, including evidence of timely filing and IRS acknowledgment. In addition, copies of any automatic classification reliance letters or other correspondence from the IRS relating to entity classification.
3.3 Copies of any analyses, memoranda, presentations, or other materials regarding the decision to structure the IPO as a traditional C-corporation offering rather than as an "Up-C" structure (in which a new corporate entity is interposed above an operating partnership) or a "Down-C" structure, including any analyses prepared by the Company's management, KMA, or other tax or financial advisors. Please note that C&H's independent analysis of this structural question is being prepared separately by Leonard Cross and will be circulated under separate cover; however, all Company-prepared or advisor-prepared analyses are requested for purposes of the due diligence review.
3.4 Copies of any tax receivable agreement ("TRA") drafts, term sheets, economic analyses, or discussion materials considered but ultimately not adopted by the Company in connection with the IPO structuring process, including any correspondence or meeting notes reflecting the reasons such arrangements were not pursued.
3.5 Copies of all intercompany agreements in effect at any time during the review period, including, without limitation:
(a) management-services agreements;
(b) administrative-services agreements;
(c) cost-sharing agreements or cost-allocation arrangements;
(d) any agreements allocating income, expenses, deductions, losses, credits, or other tax attributes among CBR and its subsidiaries; and
(e) any other agreements governing the economic or tax relationship among affiliated entities.
3.6 A description of any "check-the-box" elections (IRS Form 8832) that have been made or are contemplated for any entity in the CBR organizational structure, including the effective date of each election, the classification elected, and the classification that would have applied absent the election. If any election is currently being considered in connection with the IPO reorganization, please describe the proposed election and the expected tax consequences thereof.
3.7 A current organizational chart showing the legal and tax-classification structure of all entities in the CBR organizational structure, annotated with:
(a) ownership percentages for each entity;
(b) the federal tax classification of each entity (C-corporation, disregarded entity, or partnership);
(c) the jurisdiction of formation for each entity; and
(d) any tax-equity investors or third-party owners (including Veltara Basin Financial LLC).
IV. TAX-EQUITY PARTNERSHIPS AND STRUCTURES
4.1 Copies of all partnership agreements, limited liability company operating agreements, and all amendments, supplements, and side letters thereto, governing tax-equity investment structures involving CBR or any of its subsidiaries, including, without limitation:
(a) the amended and restated limited liability company agreement (or equivalent governing document) for Solaris West Solar LLC, pursuant to which Veltara Basin Financial LLC made a tax-equity investment of approximately $280,000,000 in a partnership-flip structure, with the flip expected to occur in or about 2028; and
(b) any other tax-equity or partnership-flip arrangements for any other project in the CBR portfolio, whether currently in effect, terminated, or under negotiation.
4.2 Copies of all tax-equity term sheets, commitment letters, investor-side letters, confidentiality agreements, and other preliminary or ancillary documentation relating to any tax-equity investment.
4.3 Copies of all contribution agreements, subscription agreements, capital call notices, capital contribution receipts, and other funding documentation relating to any tax-equity partnership or investment.
4.4 Copies of all partnership allocations and distributions calculations for each tax-equity partnership for fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, including:
(a) Hypothetical-Liquidation-at-Book-Value ("HLBV") calculations and the methodology documentation underlying such calculations for all tax-equity partnerships, including Solaris West Solar LLC;
(b) annual allocation schedules for each partner's share of income, loss, deductions, credits, and distributions;
(c) HLBV model workpapers, including all underlying assumptions, discount rates, production estimates, and other inputs used in the HLBV models; and
(d) any reconciliations between book and tax allocations.
4.5 A description of the partnership-flip structure for each tax-equity arrangement, including:
(a) the pre-flip and post-flip allocation percentages for each partner with respect to income, loss, deductions, credits (including investment tax credits and production tax credits), and cash distributions;
(b) the flip trigger dates or conditions (including, for Solaris West Solar LLC, the expected flip date of 2028 and the specific yield-based or date-based triggers);
(c) a description of the compliance analysis under Revenue Procedure 2007-65 (safe harbor for wind energy partnership-flip transactions) or any other applicable IRS safe harbor (including any safe harbor for solar investment tax credit partnerships under published IRS guidance);
(d) any true-up or adjustment mechanisms applicable after the flip; and
(e) any buyout rights or call options exercisable by CBR or its affiliates following the flip.
4.6 Copies of all partnership tax returns (IRS Forms 1065, U.S. Return of Partnership Income, and all Schedules K-1, Partner's Share of Income, Deductions, Credits, etc.) filed by or for each tax-equity partnership for fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021. If any Form 1065 for fiscal year 2021 has not yet been filed, please provide the most recent draft thereof.
4.7 Copies of any analyses or memoranda regarding the impact of the proposed IPO on existing tax-equity partnerships, including, without limitation:
(a) whether the IPO constitutes a "change of control," "transfer," "change in membership," or similar triggering event under any tax-equity partnership agreement (with specific attention to the Veltara Basin Financial LLC partnership agreement for Solaris West Solar LLC);
(b) whether the IPO constitutes a "recapture event," "disqualifying event," or similar event that could trigger tax credit recapture or indemnification obligations under any tax-equity partnership agreement;
(c) the impact, if any, of the IPO on the timing of the partnership flip and the economics of the tax-equity structure; and
(d) any changes to the CBR organizational structure contemplated in connection with the IPO that could affect the tax-equity partnerships.
4.8 Copies of all consents, waivers, acknowledgments, or other correspondence from tax-equity investors (including Veltara Basin Financial LLC) regarding the proposed IPO or any related transactions.
4.9 Copies of all tax indemnity agreements, tax protection agreements, tax gross-up provisions, or similar tax-related obligations in any tax-equity partnership, joint venture, or similar agreement, together with any analyses of the Company's potential exposure thereunder.
4.10 A description of any make-whole provisions, yield-protection provisions, early-buyout provisions, or other economic-adjustment mechanisms contained in any tax-equity partnership agreement, including the trigger events, calculation methodology, and estimated exposure (to the extent quantifiable).
V. INVESTMENT TAX CREDIT (ITC) AND PRODUCTION TAX CREDIT (PTC)
5.1 A comprehensive schedule of all investment tax credit ("ITC") and production tax credit ("PTC") claims made by or on behalf of CBR and its subsidiaries, organized by project, including, for each project:
(a) the type of credit claimed (ITC under Section 48 or PTC under Section 45);
(b) the credit rate claimed (e.g., 30% ITC, full PTC rate, or reduced rate);
(c) the placed-in-service date or commercial operation date ("COD");
(d) the eligible basis (for ITC) or eligible production in kilowatt-hours (for PTC);
(e) the total amount of credit claimed for each of fiscal years 2019, 2020, and 2021; and
(f) the entity on whose return the credit was reported.
The following projects are specifically within the scope of this request:
Please also identify any development-stage projects (including, without limitation, Silverleaf Wind and Copper Basin Solar + Storage) for which beginning-of-construction steps have been taken or are planned.
5.2 Copies of all IRS Forms 3468 (Investment Credit), Forms 8835 (Renewable Electricity Production Credit), Forms 8936 (Qualified Plug-in Electric Drive Motor Vehicle Credit, to the extent applicable to storage), and any successor or related forms filed by or on behalf of CBR and its subsidiaries for fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021.
5.3 Copies of all documentation establishing "beginning of construction" for purposes of the ITC or PTC safe harbors, including, for each applicable project:
(a) evidence of physical work of a significant nature, including construction contracts, site preparation records, equipment procurement orders, and contemporaneous documentation of construction activities;
(b) Five-Percent Safe Harbor cost calculations, including a schedule of all costs incurred prior to the beginning-of-construction date, copies of supporting invoices and payment records, and the total cost or fair market value of the project for purposes of the five-percent threshold;
(c) continuous-construction and/or continuous-efforts documentation, including narrative descriptions and supporting records of construction progress and development activities undertaken in each calendar year following the beginning-of-construction date; and
(d) identification of the specific IRS Notices and guidance relied upon in establishing beginning of construction, including but not limited to IRS Notices 2013-29, 2013-60, 2014-46, 2015-25, 2016-31, 2017-04, 2018-59, 2019-43, 2020-41, 2021-5, and 2021-41.
5.4 A schedule of all ITC recapture exposure by project, including, for each project for which an ITC has been claimed:
(a) the original ITC claim date and amount;
(b) the current status within the five-year recapture period (Section 50(a));
(c) a description of events that could trigger full or partial recapture, including dispositions, changes in use, changes in ownership structure, and increases in tax-exempt use percentage;
(d) an analysis of whether the proposed IPO or any pre-IPO reorganization transaction triggers any ITC recapture or could be characterized as a disposition or change of ownership for purposes of Section 50(a); and
(e) the amount of potential recapture exposure for each project, net of any reduction for elapsed years in the recapture period.
5.5 Copies of all safe-harbor opinions, legal analyses, memoranda, or other written advice regarding ITC or PTC qualification for any project owned or under development by CBR or its subsidiaries, including any opinions or analyses prepared by KMA, C&H, or other tax advisors.
5.6 A description of the ITC or PTC elections made or anticipated for projects currently under construction (Mesquite Wind, 420 MW, expected COD Q3 2022; Cimarron Solar, 350 MW, expected COD Q1 2023) and for development-pipeline projects (including Silverleaf Wind and Copper Basin Solar + Storage), including the basis for each election and any analysis of the relative value of the ITC versus the PTC for each project.
5.7 Copies of any analyses or memoranda regarding the impact of pending or proposed federal tax legislation on ITC or PTC eligibility for the CBR portfolio, including, without limitation, any analysis of the Build Back Better Act (H.R. 5376, as passed by the U.S. House of Representatives on November 19, 2021) or successor proposals under consideration as of the date hereof, and any assessment of the potential impact of direct pay, transferability, prevailing wage, and apprenticeship requirements on the Company's credit positions.
VI. SECTION 409A VALUATIONS AND EQUITY COMPENSATION TAX MATTERS
6.1 Copies of all independent valuations of CBR common stock prepared for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), from the date of the earliest outstanding equity award through the most recent valuation date, including, for each valuation:
(a) the name of the valuation firm engaged;
(b) the valuation date;
(c) the fair market value per share as determined;
(d) the primary and secondary valuation methodologies employed (e.g., income approach/Discounted cash flow, market approach/guideline public company method, market approach/guideline transaction method, asset approach/adjusted net asset method); and
(e) the complete valuation report, including all exhibits, appendices, and supporting schedules.
6.2 A comprehensive schedule of all grants of stock options, restricted stock, restricted stock units ("RSUs"), phantom equity, profits interests, stock appreciation rights, and any other form of equity-based or equity-linked compensation granted by CBR or any of its subsidiaries, from inception of the Company through Q1 2022, including, for each grant:
(a) the grant date;
(b) the exercise price or grant price per share (or, for profits interests, the applicable threshold or participation percentage);
(c) the number of shares, units, or interests subject to the award;
(d) the vesting schedule (including any acceleration provisions);
(e) the expiration date (for options and SARs);
(f) the name and title of the grantee, or, for broad-based grants to non-executive employees, a summary by employee category, department, or level;
(g) the Section 409A valuation relied upon at the time of grant (identified by date and fair market value per share); and
(h) whether the award is intended to be exempt from or compliant with Section 409A.
6.3 Copies of any analyses, memoranda, or workpapers regarding "cheap stock" issues — that is, any grants of stock options, restricted stock, or other equity awards made at exercise prices or valuations below the fair market value of the Company's common stock as subsequently determined for financial reporting purposes, Section 409A purposes, or in connection with the IPO pricing process. This request includes any retrospective fair value analyses prepared by the Company's independent auditors (Ashford & Pemberton LLP) or any valuation firm for purposes of stock-based compensation expense under ASC 718.
6.4 Copies of all equity incentive plan documents, including all amendments, restatements, and supplements thereto, including:
(a) any existing stock option plan(s);
(b) any existing restricted stock or RSU plan(s);
(c) any existing phantom equity or profits interest plan(s);
(d) drafts of the proposed 2022 Omnibus Equity Incentive Plan, which is expected to authorize a share reserve of 12,727,273 shares, representing approximately 10% of the total shares of common stock outstanding on a fully exercised basis immediately following the IPO (based on 127,272,727 shares outstanding post-IPO on a fully diluted basis); and
(e) drafts of the proposed 2022 Employee Stock Purchase Plan ("ESPP"), which is expected to authorize a share reserve of 2,545,455 shares, representing approximately 2% of total shares of common stock outstanding post-IPO on a fully diluted basis, with a purchase price discount of 15%, six-month offering periods, and qualification under Section 423 of the Code.
6.5 Copies of any IRS Forms 3921 (Exercise of an Incentive Stock Option Under Section 422(b)) or IRS Forms 3922 (Transfer of Stock Acquired Through an Employee Stock Purchase Plan Under Section 423(c)) filed by CBR or any of its subsidiaries for any fiscal year within the review period.
6.6 Copies of any analyses or memoranda regarding Section 409A compliance for any deferred compensation arrangements maintained by CBR or its subsidiaries, including, without limitation, nonqualified deferred compensation plans, supplemental executive retirement plans, severance arrangements, retention agreements, and change-in-control provisions in employment agreements. Please include any outside counsel opinions or analysis letters regarding Section 409A compliance.
6.7 A description of any Section 409A correction actions taken or contemplated by CBR or any of its subsidiaries pursuant to IRS Notice 2008-113, IRS Notice 2010-6, Treasury Regulation Section 1.409A-4, or any subsequent guidance, including a description of the operational or documentary failure, the correction method applied, and any additional taxes imposed on or reimbursed to affected individuals.
6.8 Copies of any Section 280G analyses or calculations (excess parachute payments) prepared in connection with the proposed IPO or any prior change-of-control event, including any projections of potential Section 280G exposure based on assumed IPO pricing, analyses of "reasonable compensation" under Section 280G(b)(4), and any shareholder vote or waiver arrangements contemplated under Section 280G(b)(5)(B).
VII. TAX-SHARING, TAX-INDEMNITY, AND TAX-ALLOCATION AGREEMENTS
7.1 Copies of all tax-sharing agreements, tax-allocation agreements, and tax-indemnity agreements (whether freestanding or embodied in provisions of operating agreements, stockholders' agreements, or similar governing documents) among CBR and its subsidiaries, or between CBR or any subsidiary and any third party, including, without limitation, Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista"), and any affiliates of Pinnacle Vista.
7.2 Copies of any tax-indemnification provisions contained in acquisition agreements (asset purchase agreements, stock purchase agreements, merger agreements), contribution agreements, joint venture agreements, or other transaction documents pursuant to which CBR or any of its subsidiaries acquired assets, equity interests, or businesses during the review period or with respect to which indemnification obligations remain in effect.
7.3 A description of the method by which the Company allocates consolidated federal income tax liability among the members of the CBR consolidated group (if CBR and its subsidiaries file a consolidated federal income tax return), including whether the allocation is based on a separate-return-liability method, a pro-rata method, or some other allocation methodology, and copies of any written allocation policies or procedures.
7.4 Copies of any agreements, covenants, or provisions (whether in the Pinnacle Vista stockholders' agreement, Pinnacle Vista investment documents, or otherwise) that require CBR to maintain specific tax attributes, make or refrain from making specific tax elections, adopt or refrain from adopting specific tax positions, or otherwise restrict the Company's discretion with respect to tax matters.
VIII. TRANSFER PRICING AND INTERCOMPANY TRANSACTIONS
8.1 A description of all material intercompany transactions among CBR and its subsidiaries during the review period, including, without limitation:
(a) management fees or administrative fees charged by CBR or any subsidiary to another member of the group;