Dear Nina,
I hope this email finds you well. My name is Brendan Walsh, and I am the lead associate at Calderwood & Harkness LLP working on the proposed initial public offering of Calloway-Briggs Renewables Inc. ("CBR" or the "Company"). Our firm represents CBR, as issuer, in connection with the proposed initial public offering of shares of its common stock on the New York Stock Exchange.
Sandra Haverford, CBR's General Counsel and Corporate Secretary (copied here), has identified Dravello Place Insurance Advisors LLC ("Fenwick Place") as the Company's directors' and officers' liability insurance broker and has authorized Calderwood & Harkness to coordinate directly with Fenwick Place on the IPO-related D&O insurance placement. I am writing to initiate that process and to outline the information and deliverables we will need from Fenwick Place in order to ensure the D&O program is in place ahead of pricing.
**I. Background on the Company and the Offering**
By way of background, CBR is a Delaware-incorporated, Texas-headquartered developer and operator of utility-scale solar, wind, and battery-storage projects. The Company's principal offices are located at 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746. Key facts regarding the Company and the proposed offering are set forth below:
- **Proposed Offering:** IPO of approximately $600,000,000 of common stock (including a 15% overallotment option granted to the underwriters). - **Proposed Listing:** New York Stock Exchange, under the ticker symbol "CBRI." - **Assumed Midpoint Offering Price:** $22.00 per share. - **Pre-IPO Shares Outstanding:** 100,000,000 (fully diluted). - **Post-IPO Shares Outstanding:** Approximately 123.7 million (base deal); approximately 127.3 million assuming full exercise of the overallotment option. - **Implied Post-Money Equity Valuation (Base):** Approximately $2.72 billion. - **FY 2021 Revenue:** $487.3 million. - **FY 2021 Total Assets:** $3.94 billion. - **Employees:** Approximately 1,240. - **Lead-Left Book-Running Manager:** Hargrove Keating & Co. - **Registration Statement:** The Company anticipates filing a confidential draft registration statement on Form S-1 with the SEC in the coming days. - **Target Timeline:** The Company and its underwriters are working toward a potential pricing in Q2 2022, subject to market conditions and SEC review.
**II. Pre-IPO Ownership Structure**
The Company's pre-IPO equity ownership is as follows:
- **Pinnacle Vista Capital Partners III, LP:** Approximately 62% of pre-IPO fully diluted common stock. - **Founders and Management:** Approximately 24%. - **Other Pre-IPO Holders:** Approximately 14%.
Pinnacle Vista intends to sell approximately $150 million in secondary shares in the offering and will remain a significant stockholder of the Company following the IPO.
**III. Board of Directors and Executive Officers**
The Company's Board of Directors will consist of seven members at the time of the IPO:
| Director
The Company's Named Executive Officers are as follows:
- Marcus Yoon, Chief Financial Officer - Sandra Haverford, General Counsel & Corporate Secretary - Dale Renfroe, Chief Operating Officer - Priya Anand, SVP, Finance & Treasurer - Tomás Quintero, SVP, Project Development - Rachel Whitmore, Chief People Officer
Please note that the Company is entering into individual indemnification agreements with each director and executive officer in connection with the IPO. We can provide the form of indemnification agreement for your reference as it is finalized.
**IV. Request for D&O Quotes and Policy Forms**
We respectfully request that Fenwick Place proceed with marketing the following D&O insurance program on behalf of CBR, to be effective upon the closing of the IPO:
1. **Primary D&O Policy.** We request updated quotes for a public-company D&O policy providing appropriate Side A (non-indemnifiable loss), Side B (corporate reimbursement), and Side C (entity securities coverage) insuring agreements. It is our understanding that the Company's current primary carrier is Meridian National Assurance Company (Policy No. DNO-22-048871). Please confirm whether Meridian National will provide the public-company primary layer on terms acceptable for a newly public issuer or whether remarketing the primary layer to alternative carriers is advisable.
2. **Excess Layers.** Please obtain quotes from the Company's existing excess carriers—Stonebridge Indemnity Corp. (Layer 1 excess) and Commonwealth Omnivrel Insurance Ltd. (Layer 2 excess)—as well as any additional excess carriers that may be needed to build out an appropriate public-company D&O tower.
3. **Target Tower Size.** Based on our preliminary assessment, we believe a **$50 million aggregate D&O tower** is appropriate given CBR's anticipated post-IPO market capitalization (approximately $2.72 billion), its industry profile in the renewable-energy sector, and the composition of its board and officer group. We would welcome Fenwick Place's independent view on the adequacy of this limit and any benchmarking data you may have for similarly situated renewable-energy or clean-technology companies that have recently gone public.
4. **Side A DIC Coverage.** We request that the placement include a **non-rescindable Side A difference-in-conditions (DIC) policy** to provide an additional layer of protection for individual directors and officers in the event of coverage gaps, rescission, or insolvency of the underlying carriers.
5. **IPO-Specific Considerations.** Given the nature of the transaction, the program should address the following: - **Prospectus Liability / Securities Act Coverage:** Coverage for claims arising under Sections 11, 12, and 15 of the Securities Act of 1933 in connection with the IPO registration statement and prospectus. - **Retroactive Date for Prior Acts Coverage:** The retroactive date should extend back to the Company's founding in 2014 to ensure seamless coverage for any pre-IPO acts that may give rise to post-IPO claims. - **Entity Coverage for Securities Claims (Side C):** Confirmation that the Side C insuring agreement provides entity-level coverage for securities claims, as is customary for a public-company program. - **Selling-Stockholder Liability:** Coverage for the potential liability of Pinnacle Vista Capital Partners III, LP as a selling stockholder in the offering, to the extent available and customary.
6. **Run-Off / Tail Coverage.** Please include tail/run-off pricing in the quotes in the event the pre-IPO private-company policy requires a tail endorsement to cover claims arising from pre-IPO acts that are reported after the IPO-effective policy incepts.
7. **Policy Forms.** We request **complete specimen policy forms and applications for all layers** (primary, each excess layer, and the Side A DIC) so that Calderwood & Harkness can conduct a thorough review of the terms, conditions, exclusions, and definitions prior to binding. Please provide these in Word format where available.
8. **Premium Estimates.** We request preliminary premium indications for the proposed tower at the target limit. For context, Sandra Haverford may share the Company's current annual premium information with you directly.
**V. Timeline and Deliverables**
We respectfully request that Fenwick Place provide **initial quotes and specimen policy forms by approximately April 22, 2022**. This timeline will allow Calderwood & Harkness sufficient time to prepare a D&O insurance coverage memorandum analyzing the proposed tower for IPO readiness and to negotiate any necessary policy amendments before pricing.
As noted above, the D&O program must be bound prior to the pricing of the offering. Accordingly, timely completion of the marketing process is critical to the overall IPO timeline.
Please flag at your earliest convenience any underwriting information, completed applications, or supplemental materials that the carriers will require from CBR management in order to provide quotes. We ask that you coordinate directly with Sandra Haverford for any company-specific data or financial information. Please note that no attachments accompany this initial email; however, we can provide the draft Form S-1 (or relevant excerpts, including the "Management and Board of Directors" section and risk factors) under an appropriate confidentiality or non-disclosure agreement if needed by the carriers for underwriting purposes.
**VI. Coordination and Next Steps**
We would be happy to schedule a call among Fenwick Place, Sandra Haverford, Jennifer Kwon (partner, Calderwood & Harkness, copied here), and me to discuss the placement approach, coverage priorities, and timeline in more detail. Please let us know your availability over the next week.
In the interim, we would appreciate it if you could (a) confirm receipt of this email and (b) provide a preliminary timeline for the marketing process so that we can coordinate with the broader IPO workstream. For your information, Calderwood & Harkness will separately be reviewing the Company's existing D&O program and indemnification provisions as part of our overall IPO due diligence.
Thank you very much for your attention to this matter, Nina. We look forward to working with you and the Fenwick Place team on this placement.
Best regards,
**Brendan Walsh** Associate, Capital Markets Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 T: (212) 558-7342 E: bwalsh@calderwoodharkness.com
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