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CONFIDENTIAL TREATMENT REQUESTED

CALDERWOOD & HARKNESS LLP Counselors at Law

599 Lexington Avenue New York, New York 10022

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

C&H Matter No. 1015-00001

April 11, 2022

VIA HAND DELIVERY AND ELECTRONIC SUBMISSION

New York Stock Exchange, Inc. Listings and Compliance Department 11 Wall Street New York, New York 10005

Re: Application for Listing of Common Stock of Calloway-Briggs Renewables Inc., par value $0.01 per share — Proposed Ticker Symbol: CBRI — NYSE Listing Application No. NYSE-2022-04218

Dear Sir or Madam:

I. Introduction

Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") acts as counsel to Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a corporation organized and existing under the laws of the State of Delaware, with its principal executive offices located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. On behalf of the Company, we are pleased to submit the enclosed original listing application (Application No. NYSE-2022-04218) for the listing and registration of shares of common stock, par value $0.01 per share (the "Common Stock"), of Calloway-Briggs Renewables Inc. on the New York Stock Exchange (the "NYSE" or the "Exchange") under the proposed ticker symbol "CBRI."

The listing application is being submitted in connection with the Company's proposed initial public offering (the "IPO" or the "Offering") of shares of Common Stock, as described more fully herein and in the enclosed application and supporting materials. The listing application is being submitted contemporaneously with the confidential submission of a draft registration statement on Form S-1 (the "DRS-1") to the United States Securities and Exchange Commission (the "SEC") pursuant to Section 6(e) of the Securities Act of 1933, as amended (the "Securities Act"), as enacted by the Jumpstart Our Business Startups Act of 2012, as amended (the "JOBS Act"). The confidential submission to the SEC was made on April 11, 2022, and bears EDGAR Accession No. 0001948372-22-000001 (SEC CIK No. 0001948372).

We respectfully request that the NYSE review the enclosed application on a confidential basis, as described in Section XII below, and we look forward to working cooperatively with the Listings and Compliance Department throughout the review process.

II. Description of the Company

Calloway-Briggs Renewables Inc. is a Delaware-incorporated C-corporation engaged in the development, construction, ownership, and operation of utility-scale solar photovoltaic, onshore wind, and battery energy storage system ("BESS") projects across the United States. The Company was founded in 2014 by Garrett Calloway, who serves as Co-Founder, Chairman of the Board of Directors, and Chief Executive Officer, and Elaine Briggs, who serves as Co-Founder and President, Development. Since its founding, the Company has grown from a single-project developer into one of the leading independent renewable energy platforms in the southwestern and central United States.

As of the date hereof, the Company employs approximately 1,240 full-time employees across its Austin, Texas headquarters and regional offices in Albuquerque, New Mexico; Phoenix, Arizona; Los Angeles, California; and Oklahoma City, Oklahoma. The Company's Employer Identification Number (EIN) is 83-4027615. The Company's registered agent in the State of Delaware is Capitol Statutory Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.

The Company's current operating portfolio comprises approximately 3.8 gigawatts ("GW") of operating renewable-energy generating and storage capacity across 22 individual projects located in the states of Texas, New Mexico, Arizona, California, and Oklahoma. In addition to its operating portfolio, the Company has approximately 1.4 GW of capacity currently under construction across multiple solar, wind, and BESS projects, with anticipated commercial operation dates ranging from the third quarter of 2022 through the fourth quarter of 2023. The Company also maintains a robust development pipeline of approximately 6.2 GW, which includes projects in various stages of development from early-stage origination through advanced development with executed interconnection agreements, land control, and offtake arrangements. The Company's combined operating, under-construction, and development portfolio thus totals approximately 11.4 GW.

For the fiscal year ended December 31, 2021 ("FY 2021"), the Company reported consolidated revenue of $487.3 million, Adjusted EBITDA (a non-GAAP financial measure) of $218.6 million, and net income attributable to the Company of $41.7 million. Total consolidated assets as of December 31, 2021 were approximately $3.94 billion. The Company's financial statements for FY 2021 and the prior two fiscal years have been audited by Ashford & Pemberton LLP, as described further in Section VIII below.

Pursuant to the JOBS Act, the Company qualifies as an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act and Section 3(a)(80) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As an emerging growth company, the Company intends to take advantage of certain reduced disclosure and other requirements available to emerging growth companies, including, among other things, the extended transition period for complying with new or revised accounting standards and reduced executive compensation disclosure, as will be set forth in the Company's registration statement.

III. Description of the Proposed Offering

The Company proposes to conduct an initial public offering of shares of Common Stock with an aggregate offering size of approximately $600,000,000, inclusive of shares subject to the underwriters' overallotment option. The principal terms of the proposed Offering are summarized as follows:

Offering Size. The base offering is expected to consist of shares of Common Stock having an aggregate public offering price of approximately $521,700,000. In addition, the Company and the selling stockholder identified below intend to grant the underwriters a 30-day option to purchase up to approximately $78,300,000 of additional shares of Common Stock (representing 15% of the base offering), exercisable in whole or in part at the option of the underwriters solely to cover overallotments (the "Overallotment Option" or "Greenshoe Option"). Assuming full exercise of the Overallotment Option, the total aggregate public offering price of the Offering would be approximately $600,000,000.

Assumed Offering Price. For purposes of the listing application and related filing calculations, the Company has assumed a midpoint IPO price of $22.00 per share of Common Stock. The actual public offering price will be determined by negotiation among the Company, the selling stockholder, and the representatives of the underwriters at the time of pricing and may differ from this assumed price.

Shares to Be Offered. Based on the assumed midpoint IPO price of $22.00 per share, the Offering is expected to include the following shares:

Primary and Secondary Components. The Offering will consist of both primary shares issued and sold by the Company and secondary shares sold by Pinnacle Vista Capital Partners III, LP (the "Selling Stockholder"), as follows:

• Primary Shares (sold by the Company): Approximately 16,895,455 shares of Common Stock, representing approximately $371,700,000 at the assumed midpoint IPO price. The net proceeds of the primary offering (after deducting underwriting discounts and commissions and estimated offering expenses) will be received by the Company and are expected to be used for general corporate purposes, including the repayment of certain indebtedness and the funding of the Company's development pipeline, as will be described more fully in the prospectus.

• Secondary Shares (sold by the Selling Stockholder): Approximately 6,818,182 shares of Common Stock, representing approximately $150,000,000 at the assumed midpoint IPO price. The Company will not receive any proceeds from the sale of secondary shares by the Selling Stockholder.

Pre-IPO and Post-IPO Capitalization. As of the date hereof, on a fully diluted basis following the reclassification of the Company's existing capital stock to be effected in connection with the IPO, the Company expects to have 100,000,000 shares of Common Stock outstanding prior to the Offering. Following the Offering, the Company expects the following shares to be outstanding:

Implied Valuation. Based on the assumed midpoint IPO price of $22.00 per share and 100,000,000 pre-IPO shares outstanding, the implied pre-money equity valuation of the Company is $2,200,000,000. Based on the base offering (no Overallotment exercise) and 123,713,636 post-IPO shares outstanding, the implied post-money equity valuation is approximately $2,721,700,000.

A detailed capitalization table reflecting both pre-IPO and pro forma post-IPO capitalization is enclosed with the application materials as described in Section X below.

IV. Underwriting Syndicate

The Company has engaged the following underwriting syndicate in connection with the proposed Offering:

Lead-Left Book-Running Manager and Coordinating Underwriter:

Hargrove Keating & Co. 383 Madison Place New York, New York 10017 Key Contact: Oliver Marchetti, Managing Director, Equity Capital Markets Telephone: (212) 270-6000

Joint Book-Running Managers:

Linden Pratt Securities LLC 200 Vesey Street, 40th Floor New York, New York 10281

Graymont Brothers Inc. 555 California Street, Suite 3200 San Francisco, California 94104

Co-Managers:

Barfield Stuart & Co. 101 Federal Street Boston, Massachusetts 02110

Crane Whitley Capital LLC 600 Travis Street, Suite 4400 Houston, Texas 77002

Underwriters' Counsel:

Prescott, Danforth & Yee LLP 1271 Avenue of the Americas New York, New York 10020 Key Contact: Margaret Yee, Partner Telephone: (212) 403-1000

The underwriters' gross spread is expected to be 5.50% of the public offering price per share, which is consistent with customary underwriting discounts for initial public offerings of this size and type. The underwriting agreement between the Company, the Selling Stockholder, and the underwriters is expected to be executed at the time of pricing and will contain customary representations, warranties, indemnification obligations, and conditions to closing. A copy of the draft underwriting agreement will be filed as an exhibit to the registration statement.

V. Pre-IPO Ownership and Post-IPO Share Distribution

Pre-IPO Ownership. As of the date hereof, the pre-IPO ownership of the Company's outstanding equity, on a fully diluted basis following the reclassification, is as follows:

Pinnacle Vista Capital Partners III, LP is a Delaware limited partnership. Its general partner is Pinnacle Vista Capital Management LLC, a Delaware limited liability company, with its principal office located at 900 Park Avenue, 38th Floor, New York, New York 10021. Pinnacle Vista Capital Partners III, LP is the Company's largest stockholder and has been a significant investor in the Company since 2017.

Post-IPO Ownership. Following the completion of the Offering (assuming the base offering and no exercise of the Overallotment Option), Pinnacle Vista Capital Partners III, LP is expected to remain a significant stockholder of the Company, holding approximately 44.6% of the outstanding shares of Common Stock (or approximately 43.4% assuming full exercise of the Overallotment Option). Depending on Pinnacle Vista's post-IPO voting power, together with arrangements under the Amended and Restated Stockholders' Agreement to be entered into among the Company, Pinnacle Vista, and certain other stockholders in connection with the IPO, the Company may qualify for the "controlled company" exemption under Section 303A of the NYSE Listed Company Manual. Whether the Company will elect to rely on the controlled-company exemption is discussed further in Section VI below.

Selling Stockholder. The Selling Stockholder in the Offering is Pinnacle Vista Capital Partners III, LP, which intends to sell approximately 6,818,182 secondary shares in the Offering (representing approximately $150,000,000 at the assumed midpoint IPO price), as described in Section III above.

Anticipated Distribution. The Company anticipates that the Offering will result in a broad public distribution of shares of Common Stock sufficient to satisfy the NYSE's initial listing distribution requirements, including the requirements with respect to the minimum number of publicly held shares, the minimum number of round-lot holders, and aggregate market value of publicly held shares. Share distribution projections prepared by the Company and the lead underwriter are enclosed with the application materials as described in Section X below.

VI. Corporate Governance

The Company is committed to maintaining strong corporate governance practices consistent with the requirements of the NYSE Listed Company Manual and applicable securities laws and regulations. Set forth below is a summary of the Company's governance structure and practices that will be in effect upon the closing of the IPO.

Board of Directors. The Board of Directors of the Company (the "Board") currently consists of seven members, as follows:

The Board currently includes three independent directors — Mr. Okoro, Ms. Liang, and Mr. Estavez — each of whom has been determined by the Board to satisfy the independence requirements of Section 303A.02 of the NYSE Listed Company Manual and Rule 10A-3 under the Exchange Act. If the Company qualifies for and elects to rely upon the controlled-company exemption under Section 303A.00 of the NYSE Listed Company Manual, the Company intends to avail itself of the phase-in provisions for independent-director composition on certain committees as permitted thereunder. In any event, the Board is expected to have a majority of independent directors within the time periods prescribed by the NYSE rules and applicable phase-in provisions.

Board Committees. The Board has established the following standing committees, each of which will have a written charter that will be available on the Company's website and filed with the Exchange:

Audit Committee. The Audit Committee consists of Warren Okoro (Chair), Catherine Liang, and Richard Estavez, each of whom is independent under Section 303A.02 of the NYSE Listed Company Manual, satisfies the additional independence requirements for audit committee members under Rule 10A-3 under the Exchange Act, and is financially literate as required by the NYSE rules. Mr. Okoro has been designated by the Board as the "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K under the Securities Act.

Compensation Committee. The Compensation Committee consists of Catherine Liang (Chair), Richard Estavez, and Warren Okoro, each of whom is independent under Section 303A.02 of the NYSE Listed Company Manual and satisfies the additional independence requirements for compensation committee members under Section 303A.05 of the NYSE Listed Company Manual and Rule 10C-1 under the Exchange Act.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consists of Richard Estavez (Chair), Catherine Liang, and Hugh Pemberton. Mr. Estavez and Ms. Liang are each independent under Section 303A.02 of the NYSE Listed Company Manual. Mr. Pemberton is a Pinnacle Vista Capital designee and is not considered independent. To the extent the Company relies upon the controlled-company exemption under Section 303A.00 of the NYSE Listed Company Manual, the Company will be exempt from the requirement that the Nominating and Corporate Governance Committee be composed entirely of independent directors.

Governing Documents. In connection with the closing of the IPO, the Company will adopt an Amended and Restated Certificate of Incorporation (the "Amended Charter") and Amended and Restated Bylaws (the "Amended Bylaws"), drafts of which are enclosed with the application materials. The Amended Charter will provide for, among other things, a classified board structure (with three classes of directors serving staggered three-year terms), the elimination of cumulative voting, and a forum-selection clause designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) as the exclusive forum for certain intra-corporate disputes. The Amended Bylaws will include advance-notice provisions for stockholder nominations of directors and proposals of other business at annual meetings of stockholders.

Code of Business Conduct and Ethics. Prior to the listing of the Common Stock on the NYSE, the Company will adopt a Code of Business Conduct and Ethics (the "Code") applicable to all directors, officers, and employees of the Company and its subsidiaries. The Code will satisfy the requirements of Section 303A.10 of the NYSE Listed Company Manual and the rules and regulations of the SEC. A draft of the Code is enclosed with the application materials.

Compliance with NYSE Standards. The Company intends to comply with all applicable NYSE corporate governance listing standards set forth in Section 303A of the NYSE Listed Company Manual, or to rely on applicable exemptions (including, as noted above, the controlled-company exemption under Section 303A.00, if applicable, and the accommodations available to emerging growth companies under the JOBS Act), as more fully detailed in the enclosed listing application.

VII. Equity Plans

In connection with the IPO, the Company's Board of Directors and stockholders have approved, or will approve prior to the effectiveness of the registration statement, the following equity incentive plans:

2022 Omnibus Equity Incentive Plan. The Company will adopt its 2022 Omnibus Equity Incentive Plan (the "Omnibus Plan"), which will provide for the grant of stock options (both incentive stock options and nonqualified stock options), restricted stock units ("RSUs"), performance stock units ("PSUs"), restricted stock awards, stock appreciation rights, and other equity-based awards to eligible employees, directors, and consultants of the Company and its subsidiaries. The Omnibus Plan will have an initial share reserve of 12,727,273 shares of Common Stock, representing approximately 10% of the total shares of Common Stock expected to be outstanding on a fully diluted basis following the completion of the Offering (assuming full exercise of the Overallotment Option). The Omnibus Plan will include an "evergreen" provision pursuant to which the number of shares reserved for issuance will automatically increase on the first day of each fiscal year during the term of the plan by a number of shares equal to the lesser of (a) a specified percentage of the total number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year and (b) such lesser number of shares as determined by the Board. The terms of the evergreen provision will be described in detail in the prospectus included in the registration statement.

2022 Employee Stock Purchase Plan. The Company will also adopt its 2022 Employee Stock Purchase Plan (the "ESPP"), which will be intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended. The ESPP will have an initial share reserve of 2,545,455 shares of Common Stock, representing approximately 2% of the total shares of Common Stock expected to be outstanding on a fully diluted basis following the completion of the Offering (assuming full exercise of the Overallotment Option). The ESPP will permit eligible employees to purchase shares of Common Stock at a discount of 15% from the lower of the fair market value of the Common Stock on the first day or the last day of each six-month offering period.

VIII. Financial Qualification Summary

The Company's consolidated financial statements for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021 have been audited by Ashford & Pemberton LLP, an independent registered public accounting firm. The lead engagement partner for the Company's audit is Gregory Sondheim, CPA. Ashford & Pemberton LLP's audit reports are included in the draft registration statement filed confidentially with the SEC on April 11, 2022.

Set forth below is a summary of selected historical financial data for the Company:

The Company believes it satisfies the NYSE's initial listing financial standards applicable to domestic companies, including the applicable earnings test under Section 102.01C of the NYSE Listed Company Manual, the global market capitalization test, and/or the revenues test, as more fully detailed in the enclosed listing application. The Company's compliance with each applicable quantitative listing standard is addressed in the body of the application and the supporting financial schedules.

IX. Transfer Agent and Registrar

The Company has appointed Continental Shareowner Services, Inc. as the transfer agent and registrar for the Common Stock. The contact information for Continental Shareowner Services, Inc. is as follows:

Continental Shareowner Services, Inc. 1 Ashbury Asset Advisors Plaza, 30th Floor New York, New York 10004 Contact: Maria Costello, Vice President, Corporate Actions Telephone: (212) 509-4000

Eligibility for book-entry clearance and settlement through The Depository Trust Company ("DTC") will be confirmed in advance of the listing date. The Company and its transfer agent are working with DTC to ensure that the shares of Common Stock will be DTC-eligible on or prior to the effective date of the registration statement.

X. Enclosures

Enclosed herewith for the NYSE's review are the following documents and materials in connection with the listing application:

1. Original Listing Application (NYSE Application No. NYSE-2022-04218), including all required exhibits and schedules as prescribed by the NYSE Listed Company Manual and applicable NYSE rules and guidance.

2. Draft Amended and Restated Certificate of Incorporation of Calloway-Briggs Renewables Inc. (IPO form), to be filed with the Secretary of State of the State of Delaware and to become effective upon the closing of the IPO.

3. Draft Amended and Restated Bylaws of Calloway-Briggs Renewables Inc. (IPO form), to be adopted by the Board effective upon the closing of the IPO.

4. Draft Prospectus (extracted from the DRS-1 filed confidentially with the SEC on April 11, 2022, EDGAR Accession No. 0001948372-22-000001), marked as "Confidential — Subject to Completion."

5. Capitalization Table reflecting both pre-IPO capitalization and pro forma post-IPO capitalization (at both the base offering level and assuming full exercise of the Overallotment Option), prepared as of March 31, 2022.

6. Corporate Governance Certifications executed by the Company's General Counsel, certifying the Company's compliance with, or intended reliance on exemptions from, the applicable corporate governance listing standards of the NYSE.

7. Share Distribution Projections prepared by the Company and the lead underwriter, Hargrove Keating & Co., setting forth the anticipated number of round-lot holders, publicly held shares, and aggregate market value of publicly held shares following the completion of the Offering.

8. Draft Board Committee Charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board.

9. Biographies of Directors and Executive Officers of the Company, including biographical information, qualifications, and independence determinations for each director and biographical and professional information for each executive officer.

10. Draft Code of Business Conduct and Ethics applicable to all directors, officers, and employees of the Company and its subsidiaries.

XI. FINRA Filing Cross-Reference

We note for the NYSE's records that a corporate financing application (FINRA Filing No. 20221129-01) has been concurrently filed with the Financial Industry Regulatory Authority, Inc. ("FINRA") Corporate Financing Department in connection with the proposed Offering, as required by FINRA Rule 5110. The FINRA filing addresses the underwriting compensation arrangements and other terms of the Offering. The Company and the underwriters will work cooperatively with FINRA staff to obtain the requisite "no objections" determination in advance of the effectiveness of the registration statement.

XII. Confidential Treatment Request

We respectfully request that the NYSE treat the enclosed listing application and all supporting materials submitted in connection therewith as confidential, and that such materials not be made available for public inspection, in accordance with the NYSE's applicable policies and procedures regarding confidential treatment of listing applications. This request is made on the basis that the Company has not yet publicly filed its registration statement on Form S-1 with the SEC and is relying on the confidential submission process available to emerging growth companies under Section 6(e) of the Securities Act, as enacted by the JOBS Act.

The Company and its counsel are aware that certain information contained in the listing application may become publicly available at a later date in accordance with NYSE policies. The Company anticipates that the registration statement will be publicly filed with the SEC, and the listing application materials will become non-confidential, at a date to be determined following the completion of the SEC staff's review of the confidentially submitted DRS-1 and any subsequent amendments thereto. We will notify the NYSE promptly upon the public filing of the registration statement.

XIII. Key Contacts and Availability

For the convenience of the NYSE Listings and Compliance Department, set forth below are the principal contacts for purposes of the NYSE's review of the enclosed application:

Calderwood & Harkness LLP (Company Counsel):

Jennifer Kwon, Partner, Capital Markets (Responsible Partner) 599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4127

Email: jkwon@calderwoodharkness.com

Brendan Walsh, Associate, Capital Markets (Lead Associate) 599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4893

Email: bwalsh@calderwoodharkness.com

Calloway-Briggs Renewables Inc.:

Sandra Haverford, General Counsel & Corporate Secretary 4200 Ridgeline Parkway, Suite 1100 Austin, Texas 78746 Telephone: (512) 555-0100

Email: shaverford@calloway-briggs.com

Marcus Yoon, Chief Financial Officer 4200 Ridgeline Parkway, Suite 1100 Austin, Texas 78746 Telephone: (512) 555-0104

Email: myoon@calloway-briggs.com

We and the Company are available at your convenience to answer any questions, provide supplemental information, or arrange meetings with members of the Company's management team, as the NYSE may require in connection with its review of the enclosed application. We are committed to providing prompt and complete responses to any comments or requests for additional information from the NYSE staff.

XIV. Closing

We appreciate the NYSE's consideration of the enclosed listing application on behalf of Calloway-Briggs Renewables Inc. and look forward to the NYSE's review. We believe that the Company is an excellent candidate for listing on the New York Stock Exchange and that the Common Stock will be of significant interest to the investing public. We are confident that the Company meets or will meet all applicable initial listing requirements of the NYSE and respectfully request that the application be given favorable consideration.

Thank you for your time and attention to this matter. Please do not hesitate to contact me directly at (212) 558-4127 or by email at jkwon@calderwoodharkness.com should you have any questions or require any additional information.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Jennifer Kwon Partner, Capital Markets Telephone: (212) 558-4127

Email: jkwon@calderwoodharkness.com

Enclosures (as described in Section X above)

cc (via email):

Sandra Haverford, General Counsel & Corporate Secretary, Calloway-Briggs Renewables Inc. Marcus Yoon, Chief Financial Officer, Calloway-Briggs Renewables Inc. Garrett Calloway, Chairman & Chief Executive Officer, Calloway-Briggs Renewables Inc. Oliver Marchetti, Managing Director, Hargrove Keating & Co. Margaret Yee, Partner, Prescott, Danforth & Yee LLP Brendan Walsh, Associate, Calderwood & Harkness LLP Natasha Forbes, Associate, Calderwood & Harkness LLP

CONFIDENTIAL — This letter and the enclosed materials contain confidential and proprietary information regarding Calloway-Briggs Renewables Inc. and its proposed initial public offering. This letter and the enclosed materials are submitted to the New York Stock Exchange, Inc. solely in connection with the Company's listing application and are subject to the confidential treatment request set forth in Section XII hereof. Any unauthorized disclosure, distribution, or use of the information contained herein is strictly prohibited.

Shares	Aggregate Offering Price
Base Offering	23,713,636 shares	$521,700,000
Overallotment Option	3,559,091 shares	$78,300,000
Total (Full Exercise)	27,272,727 shares	$600,000,000

Shares Outstanding

Pre-IPO (fully diluted, post-reclassification)	100,000,000
Post-IPO (base offering, no Overallotment exercise)	123,713,636
Post-IPO (full Overallotment exercise)	127,272,727
Stockholder	Approximate Ownership (%)
Pinnacle Vista Capital Partners III, LP	62%
Founders and management	24%
Earlier-stage investors and employees	14%
Total	100%
Director	Independence Status	Affiliation/Designation
Garrett Calloway	Non-independent	Management (Co-Founder, Chairman & CEO)
Elaine Briggs	Non-independent	Management (Co-Founder & President, Development)
Hugh Pemberton	Non-independent	Pinnacle Vista Capital designee
Diane Kovac	Non-independent	Pinnacle Vista Capital designee
Warren Okoro	Independent	—
Catherine Liang	Independent	—
Richard Estavez	Independent	—
Financial Metric	FY 2019	FY 2020	FY 2021	Q1 2022 (Unaudited)
Revenue	$312.8 million	$401.5 million	$487.3 million	$131.4 million
Net Income	—	—	$41.7 million	—
Adjusted EBITDA	—	—	$218.6 million	—
Total Assets	—	—	$3.94 billion	—
Total Debt	—	—	$1.71 billion	—
Estimated Cash	—	—	$185 million	—

CONFIDENTIAL TREATMENT REQUESTED
CALDERWOOD & HARKNESS LLP Counselors at Law
599 Lexington Avenue New York, New York 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
C&H Matter No. 1015-00001
April 11, 2022
VIA HAND DELIVERY AND ELECTRONIC SUBMISSION
New York Stock Exchange, Inc. Listings and Compliance Department 11 Wall Street New York, New York 10005
Re: Application for Listing of Common Stock of Calloway-Briggs Renewables Inc., par value $0.01 per share — Proposed Ticker Symbol: CBRI — NYSE Listing Application No. NYSE-2022-04218
Dear Sir or Madam:
I. Introduction
Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") acts as counsel to Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a corporation organized and existing under the laws of the State of Delaware, with its principal executive offices located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. On behalf of the Company, we are pleased to submit the enclosed original listing application (Application No. NYSE-2022-04218) for the listing and registration of shares of common stock, par value $0.01 per share (the "Common Stock"), of Calloway-Briggs Renewables Inc. on the New York Stock Exchange (the "NYSE" or the "Exchange") under the proposed ticker symbol "CBRI."
The listing application is being submitted in connection with the Company's proposed initial public offering (the "IPO" or the "Offering") of shares of Common Stock, as described more fully herein and in the enclosed application and supporting materials. The listing application is being submitted contemporaneously with the confidential submission of a draft registration statement on Form S-1 (the "DRS-1") to the United States Securities and Exchange Commission (the "SEC") pursuant to Section 6(e) of the Securities Act of 1933, as amended (the "Securities Act"), as enacted by the Jumpstart Our Business Startups Act of 2012, as amended (the "JOBS Act"). The confidential submission to the SEC was made on April 11, 2022, and bears EDGAR Accession No. 0001948372-22-000001 (SEC CIK No. 0001948372).
We respectfully request that the NYSE review the enclosed application on a confidential basis, as described in Section XII below, and we look forward to working cooperatively with the Listings and Compliance Department throughout the review process.
II. Description of the Company
Calloway-Briggs Renewables Inc. is a Delaware-incorporated C-corporation engaged in the development, construction, ownership, and operation of utility-scale solar photovoltaic, onshore wind, and battery energy storage system ("BESS") projects across the United States. The Company was founded in 2014 by Garrett Calloway, who serves as Co-Founder, Chairman of the Board of Directors, and Chief Executive Officer, and Elaine Briggs, who serves as Co-Founder and President, Development. Since its founding, the Company has grown from a single-project developer into one of the leading independent renewable energy platforms in the southwestern and central United States.
As of the date hereof, the Company employs approximately 1,240 full-time employees across its Austin, Texas headquarters and regional offices in Albuquerque, New Mexico; Phoenix, Arizona; Los Angeles, California; and Oklahoma City, Oklahoma. The Company's Employer Identification Number (EIN) is 83-4027615. The Company's registered agent in the State of Delaware is Capitol Statutory Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
The Company's current operating portfolio comprises approximately 3.8 gigawatts ("GW") of operating renewable-energy generating and storage capacity across 22 individual projects located in the states of Texas, New Mexico, Arizona, California, and Oklahoma. In addition to its operating portfolio, the Company has approximately 1.4 GW of capacity currently under construction across multiple solar, wind, and BESS projects, with anticipated commercial operation dates ranging from the third quarter of 2022 through the fourth quarter of 2023. The Company also maintains a robust development pipeline of approximately 6.2 GW, which includes projects in various stages of development from early-stage origination through advanced development with executed interconnection agreements, land control, and offtake arrangements. The Company's combined operating, under-construction, and development portfolio thus totals approximately 11.4 GW.
For the fiscal year ended December 31, 2021 ("FY 2021"), the Company reported consolidated revenue of $487.3 million, Adjusted EBITDA (a non-GAAP financial measure) of $218.6 million, and net income attributable to the Company of $41.7 million. Total consolidated assets as of December 31, 2021 were approximately $3.94 billion. The Company's financial statements for FY 2021 and the prior two fiscal years have been audited by Ashford & Pemberton LLP, as described further in Section VIII below.
Pursuant to the JOBS Act, the Company qualifies as an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act and Section 3(a)(80) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As an emerging growth company, the Company intends to take advantage of certain reduced disclosure and other requirements available to emerging growth companies, including, among other things, the extended transition period for complying with new or revised accounting standards and reduced executive compensation disclosure, as will be set forth in the Company's registration statement.
III. Description of the Proposed Offering
The Company proposes to conduct an initial public offering of shares of Common Stock with an aggregate offering size of approximately $600,000,000, inclusive of shares subject to the underwriters' overallotment option. The principal terms of the proposed Offering are summarized as follows:
Offering Size. The base offering is expected to consist of shares of Common Stock having an aggregate public offering price of approximately $521,700,000. In addition, the Company and the selling stockholder identified below intend to grant the underwriters a 30-day option to purchase up to approximately $78,300,000 of additional shares of Common Stock (representing 15% of the base offering), exercisable in whole or in part at the option of the underwriters solely to cover overallotments (the "Overallotment Option" or "Greenshoe Option"). Assuming full exercise of the Overallotment Option, the total aggregate public offering price of the Offering would be approximately $600,000,000.
Assumed Offering Price. For purposes of the listing application and related filing calculations, the Company has assumed a midpoint IPO price of $22.00 per share of Common Stock. The actual public offering price will be determined by negotiation among the Company, the selling stockholder, and the representatives of the underwriters at the time of pricing and may differ from this assumed price.
Shares to Be Offered. Based on the assumed midpoint IPO price of $22.00 per share, the Offering is expected to include the following shares:
Primary and Secondary Components. The Offering will consist of both primary shares issued and sold by the Company and secondary shares sold by Pinnacle Vista Capital Partners III, LP (the "Selling Stockholder"), as follows:
• Primary Shares (sold by the Company): Approximately 16,895,455 shares of Common Stock, representing approximately $371,700,000 at the assumed midpoint IPO price. The net proceeds of the primary offering (after deducting underwriting discounts and commissions and estimated offering expenses) will be received by the Company and are expected to be used for general corporate purposes, including the repayment of certain indebtedness and the funding of the Company's development pipeline, as will be described more fully in the prospectus.
• Secondary Shares (sold by the Selling Stockholder): Approximately 6,818,182 shares of Common Stock, representing approximately $150,000,000 at the assumed midpoint IPO price. The Company will not receive any proceeds from the sale of secondary shares by the Selling Stockholder.
Pre-IPO and Post-IPO Capitalization. As of the date hereof, on a fully diluted basis following the reclassification of the Company's existing capital stock to be effected in connection with the IPO, the Company expects to have 100,000,000 shares of Common Stock outstanding prior to the Offering. Following the Offering, the Company expects the following shares to be outstanding:
Implied Valuation. Based on the assumed midpoint IPO price of $22.00 per share and 100,000,000 pre-IPO shares outstanding, the implied pre-money equity valuation of the Company is $2,200,000,000. Based on the base offering (no Overallotment exercise) and 123,713,636 post-IPO shares outstanding, the implied post-money equity valuation is approximately $2,721,700,000.
A detailed capitalization table reflecting both pre-IPO and pro forma post-IPO capitalization is enclosed with the application materials as described in Section X below.
IV. Underwriting Syndicate
The Company has engaged the following underwriting syndicate in connection with the proposed Offering:
Lead-Left Book-Running Manager and Coordinating Underwriter:
Hargrove Keating & Co. 383 Madison Place New York, New York 10017 Key Contact: Oliver Marchetti, Managing Director, Equity Capital Markets Telephone: (212) 270-6000
Joint Book-Running Managers:
Linden Pratt Securities LLC 200 Vesey Street, 40th Floor New York, New York 10281
Graymont Brothers Inc. 555 California Street, Suite 3200 San Francisco, California 94104
Co-Managers:
Barfield Stuart & Co. 101 Federal Street Boston, Massachusetts 02110
Crane Whitley Capital LLC 600 Travis Street, Suite 4400 Houston, Texas 77002
Underwriters' Counsel:
Prescott, Danforth & Yee LLP 1271 Avenue of the Americas New York, New York 10020 Key Contact: Margaret Yee, Partner Telephone: (212) 403-1000
The underwriters' gross spread is expected to be 5.50% of the public offering price per share, which is consistent with customary underwriting discounts for initial public offerings of this size and type. The underwriting agreement between the Company, the Selling Stockholder, and the underwriters is expected to be executed at the time of pricing and will contain customary representations, warranties, indemnification obligations, and conditions to closing. A copy of the draft underwriting agreement will be filed as an exhibit to the registration statement.
V. Pre-IPO Ownership and Post-IPO Share Distribution
Pre-IPO Ownership. As of the date hereof, the pre-IPO ownership of the Company's outstanding equity, on a fully diluted basis following the reclassification, is as follows:
Pinnacle Vista Capital Partners III, LP is a Delaware limited partnership. Its general partner is Pinnacle Vista Capital Management LLC, a Delaware limited liability company, with its principal office located at 900 Park Avenue, 38th Floor, New York, New York 10021. Pinnacle Vista Capital Partners III, LP is the Company's largest stockholder and has been a significant investor in the Company since 2017.
Post-IPO Ownership. Following the completion of the Offering (assuming the base offering and no exercise of the Overallotment Option), Pinnacle Vista Capital Partners III, LP is expected to remain a significant stockholder of the Company, holding approximately 44.6% of the outstanding shares of Common Stock (or approximately 43.4% assuming full exercise of the Overallotment Option). Depending on Pinnacle Vista's post-IPO voting power, together with arrangements under the Amended and Restated Stockholders' Agreement to be entered into among the Company, Pinnacle Vista, and certain other stockholders in connection with the IPO, the Company may qualify for the "controlled company" exemption under Section 303A of the NYSE Listed Company Manual. Whether the Company will elect to rely on the controlled-company exemption is discussed further in Section VI below.
Selling Stockholder. The Selling Stockholder in the Offering is Pinnacle Vista Capital Partners III, LP, which intends to sell approximately 6,818,182 secondary shares in the Offering (representing approximately $150,000,000 at the assumed midpoint IPO price), as described in Section III above.
Anticipated Distribution. The Company anticipates that the Offering will result in a broad public distribution of shares of Common Stock sufficient to satisfy the NYSE's initial listing distribution requirements, including the requirements with respect to the minimum number of publicly held shares, the minimum number of round-lot holders, and aggregate market value of publicly held shares. Share distribution projections prepared by the Company and the lead underwriter are enclosed with the application materials as described in Section X below.
VI. Corporate Governance
The Company is committed to maintaining strong corporate governance practices consistent with the requirements of the NYSE Listed Company Manual and applicable securities laws and regulations. Set forth below is a summary of the Company's governance structure and practices that will be in effect upon the closing of the IPO.
Board of Directors. The Board of Directors of the Company (the "Board") currently consists of seven members, as follows:
The Board currently includes three independent directors — Mr. Okoro, Ms. Liang, and Mr. Estavez — each of whom has been determined by the Board to satisfy the independence requirements of Section 303A.02 of the NYSE Listed Company Manual and Rule 10A-3 under the Exchange Act. If the Company qualifies for and elects to rely upon the controlled-company exemption under Section 303A.00 of the NYSE Listed Company Manual, the Company intends to avail itself of the phase-in provisions for independent-director composition on certain committees as permitted thereunder. In any event, the Board is expected to have a majority of independent directors within the time periods prescribed by the NYSE rules and applicable phase-in provisions.
Board Committees. The Board has established the following standing committees, each of which will have a written charter that will be available on the Company's website and filed with the Exchange:
Audit Committee. The Audit Committee consists of Warren Okoro (Chair), Catherine Liang, and Richard Estavez, each of whom is independent under Section 303A.02 of the NYSE Listed Company Manual, satisfies the additional independence requirements for audit committee members under Rule 10A-3 under the Exchange Act, and is financially literate as required by the NYSE rules. Mr. Okoro has been designated by the Board as the "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K under the Securities Act.
Compensation Committee. The Compensation Committee consists of Catherine Liang (Chair), Richard Estavez, and Warren Okoro, each of whom is independent under Section 303A.02 of the NYSE Listed Company Manual and satisfies the additional independence requirements for compensation committee members under Section 303A.05 of the NYSE Listed Company Manual and Rule 10C-1 under the Exchange Act.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee consists of Richard Estavez (Chair), Catherine Liang, and Hugh Pemberton. Mr. Estavez and Ms. Liang are each independent under Section 303A.02 of the NYSE Listed Company Manual. Mr. Pemberton is a Pinnacle Vista Capital designee and is not considered independent. To the extent the Company relies upon the controlled-company exemption under Section 303A.00 of the NYSE Listed Company Manual, the Company will be exempt from the requirement that the Nominating and Corporate Governance Committee be composed entirely of independent directors.
Governing Documents. In connection with the closing of the IPO, the Company will adopt an Amended and Restated Certificate of Incorporation (the "Amended Charter") and Amended and Restated Bylaws (the "Amended Bylaws"), drafts of which are enclosed with the application materials. The Amended Charter will provide for, among other things, a classified board structure (with three classes of directors serving staggered three-year terms), the elimination of cumulative voting, and a forum-selection clause designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) as the exclusive forum for certain intra-corporate disputes. The Amended Bylaws will include advance-notice provisions for stockholder nominations of directors and proposals of other business at annual meetings of stockholders.
Code of Business Conduct and Ethics. Prior to the listing of the Common Stock on the NYSE, the Company will adopt a Code of Business Conduct and Ethics (the "Code") applicable to all directors, officers, and employees of the Company and its subsidiaries. The Code will satisfy the requirements of Section 303A.10 of the NYSE Listed Company Manual and the rules and regulations of the SEC. A draft of the Code is enclosed with the application materials.
Compliance with NYSE Standards. The Company intends to comply with all applicable NYSE corporate governance listing standards set forth in Section 303A of the NYSE Listed Company Manual, or to rely on applicable exemptions (including, as noted above, the controlled-company exemption under Section 303A.00, if applicable, and the accommodations available to emerging growth companies under the JOBS Act), as more fully detailed in the enclosed listing application.
VII. Equity Plans
In connection with the IPO, the Company's Board of Directors and stockholders have approved, or will approve prior to the effectiveness of the registration statement, the following equity incentive plans:
2022 Omnibus Equity Incentive Plan. The Company will adopt its 2022 Omnibus Equity Incentive Plan (the "Omnibus Plan"), which will provide for the grant of stock options (both incentive stock options and nonqualified stock options), restricted stock units ("RSUs"), performance stock units ("PSUs"), restricted stock awards, stock appreciation rights, and other equity-based awards to eligible employees, directors, and consultants of the Company and its subsidiaries. The Omnibus Plan will have an initial share reserve of 12,727,273 shares of Common Stock, representing approximately 10% of the total shares of Common Stock expected to be outstanding on a fully diluted basis following the completion of the Offering (assuming full exercise of the Overallotment Option). The Omnibus Plan will include an "evergreen" provision pursuant to which the number of shares reserved for issuance will automatically increase on the first day of each fiscal year during the term of the plan by a number of shares equal to the lesser of (a) a specified percentage of the total number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year and (b) such lesser number of shares as determined by the Board. The terms of the evergreen provision will be described in detail in the prospectus included in the registration statement.
2022 Employee Stock Purchase Plan. The Company will also adopt its 2022 Employee Stock Purchase Plan (the "ESPP"), which will be intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended. The ESPP will have an initial share reserve of 2,545,455 shares of Common Stock, representing approximately 2% of the total shares of Common Stock expected to be outstanding on a fully diluted basis following the completion of the Offering (assuming full exercise of the Overallotment Option). The ESPP will permit eligible employees to purchase shares of Common Stock at a discount of 15% from the lower of the fair market value of the Common Stock on the first day or the last day of each six-month offering period.
VIII. Financial Qualification Summary
The Company's consolidated financial statements for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021 have been audited by Ashford & Pemberton LLP, an independent registered public accounting firm. The lead engagement partner for the Company's audit is Gregory Sondheim, CPA. Ashford & Pemberton LLP's audit reports are included in the draft registration statement filed confidentially with the SEC on April 11, 2022.
Set forth below is a summary of selected historical financial data for the Company:
The Company believes it satisfies the NYSE's initial listing financial standards applicable to domestic companies, including the applicable earnings test under Section 102.01C of the NYSE Listed Company Manual, the global market capitalization test, and/or the revenues test, as more fully detailed in the enclosed listing application. The Company's compliance with each applicable quantitative listing standard is addressed in the body of the application and the supporting financial schedules.
IX. Transfer Agent and Registrar
The Company has appointed Continental Shareowner Services, Inc. as the transfer agent and registrar for the Common Stock. The contact information for Continental Shareowner Services, Inc. is as follows:
Continental Shareowner Services, Inc. 1 Ashbury Asset Advisors Plaza, 30th Floor New York, New York 10004 Contact: Maria Costello, Vice President, Corporate Actions Telephone: (212) 509-4000
Eligibility for book-entry clearance and settlement through The Depository Trust Company ("DTC") will be confirmed in advance of the listing date. The Company and its transfer agent are working with DTC to ensure that the shares of Common Stock will be DTC-eligible on or prior to the effective date of the registration statement.
X. Enclosures
Enclosed herewith for the NYSE's review are the following documents and materials in connection with the listing application:
1. Original Listing Application (NYSE Application No. NYSE-2022-04218), including all required exhibits and schedules as prescribed by the NYSE Listed Company Manual and applicable NYSE rules and guidance.
2. Draft Amended and Restated Certificate of Incorporation of Calloway-Briggs Renewables Inc. (IPO form), to be filed with the Secretary of State of the State of Delaware and to become effective upon the closing of the IPO.
3. Draft Amended and Restated Bylaws of Calloway-Briggs Renewables Inc. (IPO form), to be adopted by the Board effective upon the closing of the IPO.
4. Draft Prospectus (extracted from the DRS-1 filed confidentially with the SEC on April 11, 2022, EDGAR Accession No. 0001948372-22-000001), marked as "Confidential — Subject to Completion."
5. Capitalization Table reflecting both pre-IPO capitalization and pro forma post-IPO capitalization (at both the base offering level and assuming full exercise of the Overallotment Option), prepared as of March 31, 2022.
6. Corporate Governance Certifications executed by the Company's General Counsel, certifying the Company's compliance with, or intended reliance on exemptions from, the applicable corporate governance listing standards of the NYSE.
7. Share Distribution Projections prepared by the Company and the lead underwriter, Hargrove Keating & Co., setting forth the anticipated number of round-lot holders, publicly held shares, and aggregate market value of publicly held shares following the completion of the Offering.
8. Draft Board Committee Charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board.
9. Biographies of Directors and Executive Officers of the Company, including biographical information, qualifications, and independence determinations for each director and biographical and professional information for each executive officer.
10. Draft Code of Business Conduct and Ethics applicable to all directors, officers, and employees of the Company and its subsidiaries.
XI. FINRA Filing Cross-Reference
We note for the NYSE's records that a corporate financing application (FINRA Filing No. 20221129-01) has been concurrently filed with the Financial Industry Regulatory Authority, Inc. ("FINRA") Corporate Financing Department in connection with the proposed Offering, as required by FINRA Rule 5110. The FINRA filing addresses the underwriting compensation arrangements and other terms of the Offering. The Company and the underwriters will work cooperatively with FINRA staff to obtain the requisite "no objections" determination in advance of the effectiveness of the registration statement.
XII. Confidential Treatment Request
We respectfully request that the NYSE treat the enclosed listing application and all supporting materials submitted in connection therewith as confidential, and that such materials not be made available for public inspection, in accordance with the NYSE's applicable policies and procedures regarding confidential treatment of listing applications. This request is made on the basis that the Company has not yet publicly filed its registration statement on Form S-1 with the SEC and is relying on the confidential submission process available to emerging growth companies under Section 6(e) of the Securities Act, as enacted by the JOBS Act.
The Company and its counsel are aware that certain information contained in the listing application may become publicly available at a later date in accordance with NYSE policies. The Company anticipates that the registration statement will be publicly filed with the SEC, and the listing application materials will become non-confidential, at a date to be determined following the completion of the SEC staff's review of the confidentially submitted DRS-1 and any subsequent amendments thereto. We will notify the NYSE promptly upon the public filing of the registration statement.
XIII. Key Contacts and Availability
For the convenience of the NYSE Listings and Compliance Department, set forth below are the principal contacts for purposes of the NYSE's review of the enclosed application:
Calderwood & Harkness LLP (Company Counsel):
Jennifer Kwon, Partner, Capital Markets (Responsible Partner) 599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4127
Email: jkwon@calderwoodharkness.com
Brendan Walsh, Associate, Capital Markets (Lead Associate) 599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4893
Email: bwalsh@calderwoodharkness.com
Calloway-Briggs Renewables Inc.:
Sandra Haverford, General Counsel & Corporate Secretary 4200 Ridgeline Parkway, Suite 1100 Austin, Texas 78746 Telephone: (512) 555-0100
Email: shaverford@calloway-briggs.com
Marcus Yoon, Chief Financial Officer 4200 Ridgeline Parkway, Suite 1100 Austin, Texas 78746 Telephone: (512) 555-0104
Email: myoon@calloway-briggs.com
We and the Company are available at your convenience to answer any questions, provide supplemental information, or arrange meetings with members of the Company's management team, as the NYSE may require in connection with its review of the enclosed application. We are committed to providing prompt and complete responses to any comments or requests for additional information from the NYSE staff.
XIV. Closing
We appreciate the NYSE's consideration of the enclosed listing application on behalf of Calloway-Briggs Renewables Inc. and look forward to the NYSE's review. We believe that the Company is an excellent candidate for listing on the New York Stock Exchange and that the Common Stock will be of significant interest to the investing public. We are confident that the Company meets or will meet all applicable initial listing requirements of the NYSE and respectfully request that the application be given favorable consideration.
Thank you for your time and attention to this matter. Please do not hesitate to contact me directly at (212) 558-4127 or by email at jkwon@calderwoodharkness.com should you have any questions or require any additional information.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Jennifer Kwon Partner, Capital Markets Telephone: (212) 558-4127
Email: jkwon@calderwoodharkness.com
Enclosures (as described in Section X above)
cc (via email):
Sandra Haverford, General Counsel & Corporate Secretary, Calloway-Briggs Renewables Inc. Marcus Yoon, Chief Financial Officer, Calloway-Briggs Renewables Inc. Garrett Calloway, Chairman & Chief Executive Officer, Calloway-Briggs Renewables Inc. Oliver Marchetti, Managing Director, Hargrove Keating & Co. Margaret Yee, Partner, Prescott, Danforth & Yee LLP Brendan Walsh, Associate, Calderwood & Harkness LLP Natasha Forbes, Associate, Calderwood & Harkness LLP
CONFIDENTIAL — This letter and the enclosed materials contain confidential and proprietary information regarding Calloway-Briggs Renewables Inc. and its proposed initial public offering. This letter and the enclosed materials are submitted to the New York Stock Exchange, Inc. solely in connection with the Company's listing application and are subject to the confidential treatment request set forth in Section XII hereof. Any unauthorized disclosure, distribution, or use of the information contained herein is strictly prohibited.
Shares | Aggregate Offering Price
Base Offering | 23,713,636 shares | $521,700,000
Overallotment Option | 3,559,091 shares | $78,300,000
Total (Full Exercise) | 27,272,727 shares | $600,000,000
Shares Outstanding
Pre-IPO (fully diluted, post-reclassification) | 100,000,000
Post-IPO (base offering, no Overallotment exercise) | 123,713,636
Post-IPO (full Overallotment exercise) | 127,272,727
Stockholder | Approximate Ownership (%)
Pinnacle Vista Capital Partners III, LP | 62%
Founders and management | 24%
Earlier-stage investors and employees | 14%
Total | 100%
Director | Independence Status | Affiliation/Designation
Garrett Calloway | Non-independent | Management (Co-Founder, Chairman & CEO)
Elaine Briggs | Non-independent | Management (Co-Founder & President, Development)
Hugh Pemberton | Non-independent | Pinnacle Vista Capital designee
Diane Kovac | Non-independent | Pinnacle Vista Capital designee
Warren Okoro | Independent | —
Catherine Liang | Independent | —
Richard Estavez | Independent | —
Financial Metric | FY 2019 | FY 2020 | FY 2021 | Q1 2022 (Unaudited)
Revenue | $312.8 million | $401.5 million | $487.3 million | $131.4 million
Net Income | — | — | $41.7 million | —
Adjusted EBITDA | — | — | $218.6 million | —
Total Assets | — | — | $3.94 billion | —
Total Debt | — | — | $1.71 billion | —
Estimated Cash | — | — | $185 million | —

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