BUSINESS
Overview
Calloway-Briggs Renewables Inc. ("CBR," the "Company," "we," "us," or "our") is one of the leading independent developers, owners, and operators of utility-scale renewable energy and battery storage projects in the United States. We develop, construct, own, and operate a diversified portfolio of renewable energy generation and storage assets, principally consisting of utility-scale solar photovoltaic ("PV") facilities, onshore wind farms, and battery energy storage systems ("BESS"). Our mission is to accelerate the transition to a clean energy economy by delivering reliable, low-cost renewable power at scale.
CBR was incorporated in the State of Delaware and is headquartered at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. Our Employer Identification Number is 83-4027615. We were founded in 2014 by Garrett Calloway, our Chairman and Chief Executive Officer, and Elaine Briggs, our President, Development, who collectively identified the opportunity to build a differentiated, fully integrated renewable energy platform focused on the most attractive resource regions of the United States. Since inception, we have grown from a small development-stage enterprise into one of the largest independent renewable energy platforms in the country, with a current portfolio encompassing three core technologies—utility-scale solar PV, onshore wind, and lithium-ion battery energy storage—deployed across five states: Texas, New Mexico, Arizona, California, and Oklahoma.
As of the date of this prospectus, our portfolio encompasses the following:
• Operating Capacity: Approximately 3.8 gigawatts ("GW") of renewable energy capacity across 22 projects located in Texas, New Mexico, Arizona, California, and Oklahoma, generating stable, largely contracted cash flows.
• Under Construction: Approximately 1.4 GW of capacity under construction across two projects—Mesquite Wind (420 MW, Oldham County, Texas, expected commercial operation date ("COD") in the third quarter of 2022) and Cimarron Solar (350 MW, Doña Ana County, New Mexico, expected COD in the first quarter of 2023)—which, upon completion, will significantly expand our operating fleet.
• Development Pipeline: Approximately 6.2 GW of development-stage projects at various stages of advancement, including land control, permitting, interconnection studies, and offtake origination, providing multi-year visibility into our future growth trajectory.
In total, our portfolio encompasses approximately 11.4 GW across all stages of development, construction, and operation, positioning CBR among the largest independent renewable energy platforms in the United States.
We employ approximately 1,240 people as of the date of this prospectus, located across our corporate headquarters in Austin, Texas and our project sites in Texas, New Mexico, Arizona, California, and Oklahoma. Our team includes experienced professionals with deep expertise in project development, engineering, procurement, construction management, finance, operations, and regulatory affairs.
We intend to list our common stock on the New York Stock Exchange ("NYSE") under the ticker symbol "CBRI."
For the fiscal year ended December 31, 2021, we generated total revenue of $487.3 million, Adjusted EBITDA of $218.6 million, and net income of $41.7 million. As of December 31, 2021, we had total assets of $3.94 billion, total debt of $1.71 billion, and estimated cash and cash equivalents of approximately $185 million. Our revenue has grown from $312.8 million in fiscal year 2019 to $401.5 million in fiscal year 2020 to $487.3 million in fiscal year 2021, representing a compound annual growth rate ("CAGR") of approximately 25%. This growth has been driven principally by the expansion of our operating capacity from 2.1 GW in fiscal year 2019 to 2.9 GW in fiscal year 2020 to 3.8 GW in fiscal year 2021, reflecting our successful track record of developing and bringing projects online.
We believe that our scale, geographic and technology diversification, integrated development capabilities, experienced management team, and strong financial profile position us to capitalize on the significant long-term growth opportunity in the U.S. renewable energy market.
Our Competitive Strengths
We believe that the following competitive strengths differentiate CBR from other participants in the renewable energy industry and will continue to drive our growth and financial performance.
Large-Scale, Diversified Operating Portfolio
We have built one of the largest and most diversified independent renewable energy portfolios in the United States, with approximately 3.8 GW of operating capacity as of the date of this prospectus. Our operating fleet is diversified across three core technologies—utility-scale solar PV, onshore wind, and battery energy storage—which provides resilience across varying resource conditions, market structures, and technology cycles. Geographic diversification across five states—Texas, New Mexico, Arizona, California, and Oklahoma—reduces our exposure to any single weather pattern, grid operator, regulatory regime, or wholesale electricity market. For example, our Texas-based assets operate within the Electric Reliability Council of Texas ("ERCOT") market, while our Oklahoma wind assets participate in the Southwest Power Pool ("SPP") and our California solar assets are interconnected to the California Independent System Operator ("CAISO") grid. This geographic and market diversity enhances the stability and predictability of our cash flows.
Our 22 operating projects generate stable, largely contracted revenue under long-term power purchase agreements ("PPAs") with investment-grade utilities and corporate offtakers. We believe that this contracted revenue base provides a high degree of cash flow visibility and supports our ability to service our obligations, reinvest in growth, and deliver attractive returns to our stockholders.
Significant and Visible Growth Pipeline
Our growth trajectory is supported by a substantial portfolio of projects under construction and in development. We currently have approximately 1.4 GW of capacity under active construction across two projects:
• Mesquite Wind (420 MW, Oldham County, Texas), where construction is substantially underway and the project is expected to achieve commercial operation in the third quarter of 2022; and
• Cimarron Solar (350 MW, Doña Ana County, New Mexico), where construction activities are progressing and the project is expected to achieve commercial operation in the first quarter of 2023.
Upon completion, these two projects will expand our operating capacity to approximately 5.2 GW. Beyond our under-construction projects, we have a development pipeline of approximately 6.2 GW of projects at various stages of advancement across our five-state footprint. This pipeline includes both greenfield development opportunities at new sites and expansion opportunities at or adjacent to our existing operating facilities, where we benefit from established relationships with landowners, grid operators, and local communities. Our development pipeline provides multi-year visibility into our growth trajectory and positions us to sustain the strong capacity growth we have achieved in recent years.
Integrated Development Platform
We have built a fully integrated development platform that encompasses the full lifecycle of a renewable energy project, from initial site origination and land acquisition through development, permitting, engineering, procurement, construction management, and long-term asset operations and maintenance. This integrated approach provides us with several advantages over competitors that rely on third parties for one or more of these functions. By controlling the development process from end to end, we are able to identify and originate high-quality project sites efficiently, optimize project design and configuration to maximize returns, manage construction risk effectively through experienced in-house construction management teams, and retain the operational upside associated with long-term asset ownership.
Our development platform is led by Elaine Briggs, our President, Development, and Tomás Quintero, our Senior Vice President, Project Development, who together have overseen the successful development and completion of numerous projects since CBR's founding. Our in-house development team has a demonstrated track record of identifying attractive development sites, securing land rights, navigating complex federal, state, and local permitting processes, managing interconnection applications and studies, originating offtake agreements with creditworthy counterparties, and bringing projects from conception through commercial operation on time and on budget. We believe that this integrated capability is a meaningful competitive advantage that is difficult for newer market entrants to replicate.
Experienced Management Team and Sponsorship
Our management team brings extensive experience and a proven track record in the renewable energy industry. Co-founders Garrett Calloway, our Chairman and Chief Executive Officer, and Elaine Briggs, our President, Development, have collectively more than 30 years of experience in the renewable energy sector, spanning project development, construction, operations, finance, and corporate strategy. Under their leadership, CBR has grown from a startup development company into one of the leading independent renewable energy platforms in the United States.
Our management team features a deep bench of experienced professionals across all functional areas critical to our business, including:
• Marcus Yoon, Chief Financial Officer, who oversees all financial reporting, corporate finance, capital markets, and treasury functions;
• Sandra Haverford, General Counsel, who manages legal, regulatory, compliance, and governance matters;
• Dale Renfroe, Chief Operating Officer, who oversees all asset operations, maintenance, and performance optimization;
• Priya Anand, Senior Vice President, Finance & Treasurer, who manages project finance, tax equity, and capital structure optimization;
• Tomás Quintero, Senior Vice President, Project Development, who leads greenfield project origination, development, and permitting; and
• Rachel Whitmore, Chief People Officer, who oversees human capital management, talent acquisition, and organizational development.
In addition to our experienced management team, we benefit from the strategic support and sponsorship of Pinnacle Vista Capital Partners III, LP ("Pinnacle Vista" or the "Sponsor"), a leading private equity fund with approximately $14.2 billion of assets under management. Pinnacle Vista initially invested $385 million in CBR in 2017, followed by a $120 million follow-on investment in 2019, for a total invested capital of $505 million. Pinnacle Vista's managing partners, Hugh Pemberton and Diane Kovac, each serve on the CBR Board of Directors, providing valuable strategic counsel and governance oversight. Pinnacle Vista's involvement has provided CBR with access to institutional capital, operational expertise, and a broad network of industry relationships that have supported our growth.
Strong Financial Profile with Multiple Capital Sources
We have established a diversified and flexible capital structure that provides us with access to multiple sources of financing to fund our growth. Our capital structure includes the following principal components:
• Corporate-Level Credit Facilities: We maintain a $400 million revolving credit facility with Veltrano National Bank, maturing in January 2027, and a $650 million Term Loan B facility (of which approximately $612.5 million was outstanding as of December 31, 2021) with Veltrano National Bank, maturing in January 2029. These corporate-level facilities provide us with liquidity to fund corporate purposes, development-stage expenditures, and working capital needs.
• Project-Finance Construction-to-Term Facilities: We utilize non-recourse project-level financing to fund the construction and operation of individual projects. As of the date of this prospectus, we have two construction-to-term facilities in place: a $165 million facility with Prairie Commercial Bank, N.A. for Mesquite Wind (conversion date December 2024) and a $143 million facility with Prairie Commercial Bank, N.A. for Cimarron Solar (conversion date March 2025). Project-level financing allows us to optimize our capital structure by ring-fencing project risk and leveraging the stable cash flows of our individual assets.
• Tax-Equity Partnerships: We have established tax-equity partnerships to monetize the federal tax incentives associated with our renewable energy projects. Veltara Basin Financial LLC has invested $280 million in a tax-equity partnership with respect to our Solaris West Solar project, with a partnership flip expected in 2028. Tax-equity partnerships are a critical component of our financing strategy, enabling us to reduce the effective cost of capital for our projects.
As of December 31, 2021, we had estimated cash and cash equivalents of approximately $185 million. We have demonstrated our ability to access diverse financing sources, including corporate debt, project finance, tax equity, and equity capital, and we intend to continue to optimize our capital structure to support our growth objectives. We believe that the proceeds from this offering, combined with our existing capital resources, will provide us with the financial flexibility to execute on our near-term growth plans.
Favorable Regulatory and Policy Environment
The U.S. renewable energy industry benefits from a supportive federal and state policy environment that underpins the economic competitiveness of solar, wind, and battery storage technologies. At the federal level, the Investment Tax Credit ("ITC") and Production Tax Credit ("PTC") provide significant economic incentives for the development and construction of renewable energy projects. State-level renewable portfolio standards ("RPS") and clean energy mandates in our target markets of Texas, New Mexico, Arizona, California, and Oklahoma create binding or voluntary requirements for utilities to procure increasing amounts of renewable energy. We believe that these policy tailwinds, combined with the secular trends toward decarbonization, grid modernization, and the electrification of transportation and buildings, will continue to drive robust demand for new renewable energy capacity and battery storage for the foreseeable future. Our portfolio is well-positioned to benefit from these trends.
Our Growth Strategy
We intend to pursue the following strategies to grow our business, expand our portfolio, and create long-term value for our stockholders.
Develop and Construct Our 6.2 GW Pipeline
The core of our growth strategy is the continued conversion of our 6.2 GW development pipeline into operating projects that generate stable, long-term cash flows. Our development pipeline includes projects at various stages of advancement, from early-stage site origination and land control to advanced permitting, interconnection, and offtake origination. We intend to systematically advance these projects through our disciplined development process, bringing them to the construction stage as they achieve key milestones and securing appropriate financing for each project.
In the near term, our pipeline development efforts are focused on two flagship projects:
• Silverleaf Wind (600 MW, Irion County, Texas, expected COD in the fourth quarter of 2024): Silverleaf Wind is a large-scale onshore wind project in West Texas. We have secured site control and are actively progressing through the permitting process. The project is expected to benefit from the strong wind resources characteristic of the West Texas region and from the robust wholesale electricity market in ERCOT.
• Copper Basin Solar + Storage (750 MW solar PV + 300 MW / 1,200 MWh BESS, Riverside County, California, expected COD in the second quarter of 2025): Copper Basin is a hybrid solar-plus-storage project in Southern California. This project is designed to meet California's growing demand for dispatchable clean energy resources and to capitalize on the premium pricing available for solar-plus-storage configurations in the CAISO market. The integrated BESS component will enable the facility to shift energy delivery to periods of highest demand and grid value, enhancing the project's economics relative to standalone solar.
We apply a disciplined project-selection process to all development opportunities, targeting markets with strong wind or solar resources, favorable permitting environments, manageable interconnection timelines, and robust power markets with creditworthy offtake counterparties. We believe that our integrated development platform, experienced development team, and deep knowledge of our five-state footprint give us a meaningful competitive advantage in identifying, originating, and executing high-quality development opportunities.
Expand Into Adjacent Technologies and Markets
We intend to expand our technology and market capabilities to capitalize on the evolving needs of the U.S. power grid. Battery energy storage represents a particularly attractive growth opportunity for CBR. We have demonstrated our battery storage capabilities through the successful development and operation of the Brazos Storage project (200 MW / 800 MWh, Fort Bend County, Texas), which has been operational since the fourth quarter of 2021. Brazos Storage is one of the largest standalone battery storage facilities in Texas and provides grid services including energy arbitrage, frequency regulation, and ancillary services.
Building on this foundation, we intend to increase our deployment of battery storage assets, both as standalone facilities and in hybrid configurations paired with solar PV generation. Hybrid solar-plus-storage projects, such as our Copper Basin Solar + Storage project currently in development, offer compelling economics by enabling the co-optimization of generation and storage, reducing interconnection costs through shared infrastructure, and providing dispatchable clean energy that commands premium pricing in wholesale and bilateral markets. We believe that battery storage will become an increasingly critical component of the U.S. power grid as renewable energy penetration increases and grid operators require greater flexibility, reliability, and resilience.
In addition to battery storage, we will continue to assess potential expansion into additional geographies beyond our current five-state footprint, focusing on regions with favorable renewable energy fundamentals, including strong resource quality, supportive policy environments, and attractive wholesale market structures.
Pursue Strategic Acquisitions and Portfolio Optimization
We intend to complement our organic growth with opportunistic acquisitions of operating or late-stage development assets that enhance our portfolio and provide attractive risk-adjusted returns. The renewable energy sector remains highly fragmented, and we believe there are significant opportunities to acquire assets from smaller developers who lack the scale, capital, and operational infrastructure to maximize the long-term value of their projects. Our integrated platform, financial resources, and operating expertise position us to be an acquirer of choice for such assets.
In addition to acquisitions, we intend to optimize our existing portfolio through repowering, expansion, and technology upgrades. As equipment technology continues to advance, repowering existing wind and solar facilities with newer, more efficient turbines and modules can meaningfully increase energy production and revenue from existing sites, often leveraging existing interconnection rights and land positions. We will evaluate repowering and expansion opportunities across our operating fleet on an ongoing basis.
Capitalize on Growing Corporate and Utility Demand for Clean Energy
We are well-positioned to benefit from the rapidly growing demand for clean energy from both utilities and corporate offtakers. Utilities across our target markets are increasingly procuring renewable energy to meet state-mandated renewable portfolio standards and clean energy targets, as well as to replace aging fossil-fuel generation with lower-cost renewable alternatives. At the same time, a growing number of corporations have made ambitious sustainability commitments and are seeking to procure clean energy through long-term PPAs to meet their environmental, social, and governance ("ESG") objectives.
We have established a strong track record of originating and executing long-term PPAs with investment-grade utilities and creditworthy corporate offtakers, and we intend to continue to leverage our reputation, scale, and diversified portfolio to secure attractive offtake contracts for our development-stage and operating projects. The contracted nature of our revenue base provides stability and predictability that supports our growth and capital allocation strategies.
Maintain Financial Discipline and Optimize Capital Structure
We are committed to maintaining a strong balance sheet and a disciplined approach to capital allocation that supports both our growth objectives and the long-term financial health of the Company. We intend to use the net proceeds from this offering as follows:
• Approximately $200 million to repay a portion of our outstanding Term Loan B facility with Veltrano National Bank, reducing our corporate leverage and interest expense;
• Approximately $100 million toward the construction of our Cimarron Solar project (350 MW, Doña Ana County, New Mexico); and
• Approximately $71.7 million for general corporate purposes, which may include funding development-stage expenditures, working capital, and other capital needs.
Following this offering, we intend to maintain an investment-grade-aspiring balance sheet with leverage levels consistent with those of our peer renewable energy companies. We will seek to optimize our capital structure through a balanced mix of corporate debt, non-recourse project finance, tax equity, and retained cash flows, ensuring that we maintain the financial flexibility to pursue our growth strategy while preserving a conservative credit profile.
Industry Overview
Renewable Energy Market Overview
The U.S. renewable energy market has experienced substantial growth over the past decade, driven by the convergence of declining technology costs, supportive federal and state policies, and increasing demand for clean energy from utilities, corporations, and consumers. According to industry data, solar and wind energy represent the fastest-growing segments of the U.S. power generation fleet, and together they accounted for the majority of new electricity generation capacity additions in recent years.
As of the end of 2021, the United States had approximately 135 GW of installed wind capacity and approximately 120 GW of installed solar capacity, with annual installations continuing to increase. Battery energy storage has also emerged as a rapidly growing segment of the U.S. power market, with cumulative installed capacity exceeding 4 GW by the end of 2021. Industry analysts forecast that annual additions of solar, wind, and battery storage capacity will continue to accelerate through at least 2030, driven by the need to replace aging fossil-fuel generation, meet state clean energy mandates, and address growing electricity demand from the electrification of transportation, buildings, and industrial processes.
The cost of generating electricity from utility-scale solar PV and onshore wind has declined dramatically over the past decade, to the point where these technologies are now among the lowest-cost sources of new electricity generation in most U.S. markets, even before accounting for federal tax incentives. This cost competitiveness is a fundamental driver of the continued growth in renewable energy deployment and underpins the long-term economic attractiveness of our business model.
Favorable Supply and Demand Dynamics
The U.S. power generation fleet is undergoing a generational transformation driven by several powerful supply and demand dynamics that we believe will support robust growth in renewable energy and battery storage deployment for the foreseeable future.
On the supply side, a significant portion of the U.S. fossil-fuel generation fleet—particularly coal-fired power plants and older natural gas facilities—is approaching the end of its useful economic life and is being retired at an accelerating pace. These retirements create a need for replacement generation capacity, and renewable energy, given its cost competitiveness and environmental attributes, is increasingly the preferred source of that replacement capacity. In addition, the aging of certain early-generation wind and solar facilities will create opportunities for repowering with newer, more efficient equipment.
On the demand side, U.S. electricity demand is expected to grow meaningfully over the coming decades as a result of the electrification of the transportation sector (including electric vehicles), the electrification of heating and cooling in buildings, and the growing electricity consumption of data centers, industrial facilities, and other end uses. This demand growth will require significant additions of new generation capacity, creating a substantial addressable market for renewable energy developers.
Grid reliability concerns, including those highlighted by extreme weather events, are also driving increased demand for battery energy storage. Storage assets provide critical grid services, including the ability to firm intermittent renewable generation, provide frequency regulation and voltage support, and meet peak demand during periods of system stress. We expect battery storage to become an increasingly important component of the U.S. power grid and a significant growth area for our business.
Federal Tax Incentives
Federal tax incentives have played a critical role in supporting the growth of the U.S. renewable energy industry and represent an important component of the economics of our projects. The two principal federal tax incentives for renewable energy are the Investment Tax Credit ("ITC") and the Production Tax Credit ("PTC").
• Investment Tax Credit (ITC): The ITC provides a tax credit equal to 30% (or such other applicable rate) of the eligible cost basis of qualifying solar energy projects that meet the applicable commence-construction requirements. The ITC reduces the after-tax cost of capital for solar projects and is typically monetized through tax-equity partnerships with financial institutions. CBR's solar projects benefit from the ITC.
• Production Tax Credit (PTC): The PTC provides an inflation-adjusted per-kilowatt-hour ("kWh") tax credit for electricity generated by qualifying wind energy projects during the first ten years of operation. The PTC is a key economic driver for our wind projects and has been a critical enabler of the growth of the U.S. wind industry.
Both the ITC and the PTC are subject to safe-harbor and begin-construction rules, which allow developers to qualify for tax incentives at specified rates by commencing construction of a project within certain time frames and satisfying continuity-of-construction requirements. CBR actively manages its project development timelines and construction schedules to ensure compliance with these requirements and to maximize the tax incentive value of its projects. Our tax structuring is advised by Kessler McBride & Associates LLP.
CBR's portfolio benefits from both the ITC, which applies to our solar projects, and the PTC, which applies to our wind projects. Our battery storage projects may also qualify for applicable tax incentives, depending on their configuration and the applicable statutory requirements.
State and Regional Policy Environment
In addition to federal tax incentives, the renewable energy markets in which we operate benefit from a range of supportive state-level policies, including renewable portfolio standards ("RPS"), clean energy mandates, and other regulations that drive demand for new renewable energy capacity.
• Texas: Texas operates a competitive wholesale electricity market administered by the Electric Reliability Council of Texas ("ERCOT"). While Texas has met its original RPS target, the state's abundant wind and solar resources, combined with the competitive ERCOT market, provide strong merchant pricing opportunities for renewable energy generators. Texas is the largest wind energy market in the United States and one of the fastest-growing solar markets.
• New Mexico: New Mexico has adopted increasingly ambitious clean energy targets, including a requirement that investor-owned utilities achieve 50% renewable energy by 2030 and 100% zero-carbon electricity by 2045. These targets create a strong regulatory driver for new renewable energy procurement in the state.
• Arizona: Arizona has established a renewable energy standard requiring regulated utilities to generate a specified percentage of their electricity from renewable sources. The state's exceptional solar resources make it one of the most attractive markets for utility-scale solar development in the country.
• California: California has adopted some of the most aggressive clean energy targets in the nation, including a requirement of 60% renewable energy by 2030 and a goal of 100% clean electricity by 2045. These targets, combined with the state's large electricity demand and high wholesale electricity prices, create significant opportunities for both renewable energy generation and battery storage.
• Oklahoma: Oklahoma's competitive wind resources and supportive regulatory environment have made it one of the leading wind energy markets in the United States. The state benefits from its location within the Southwest Power Pool, which provides access to a broad regional wholesale electricity market.
Competitive Landscape. The U.S. renewable energy industry is competitive and includes a diverse range of participants, including independent power producers, vertically integrated utilities with renewable energy development arms, private equity-backed developers, and smaller independent developers. CBR competes with these participants for development sites, interconnection capacity, offtake agreements, equipment supply, and financing.
We believe that we are well-positioned to compete effectively in this market due to several key advantages, including the scale and diversification of our operating portfolio, our fully integrated development platform, our experienced management team and deep industry relationships, our geographic focus on high-quality resource regions, and our demonstrated access to multiple sources of capital. In addition, significant barriers to entry exist in the utility-scale renewable energy sector, including the complexity of federal, state, and local permitting processes, the difficulty of acquiring and securing land rights, long lead times and growing congestion in grid interconnection queues, and the substantial capital requirements and financing expertise needed to develop, construct, and operate large-scale projects. We believe that these barriers to entry provide a degree of protection against new competitors and reinforce the competitive advantages of established platforms like CBR.
Our Project Portfolio
Overview. As of the date of this prospectus, our total project portfolio encompasses approximately 11.4 GW of capacity across all stages of development, construction, and operation, distributed across our five-state footprint of Texas, New Mexico, Arizona, California, and Oklahoma. Our portfolio is organized as follows:
• Operating: Approximately 3.8 GW across 22 projects;
• Under Construction: Approximately 1.4 GW across two projects; and
• Development Pipeline: Approximately 6.2 GW across multiple projects at various stages of advancement.
Our projects are held through wholly-owned, project-level special purpose vehicles ("SPVs") organized under Calloway-Briggs Operating Company LLC ("CB Operating"), a Texas limited liability company that is 100% owned by CBR Holdings LLC, a Delaware limited liability company that is in turn 100% owned by Calloway-Briggs Renewables Inc. This corporate structure allows us to ring-fence project-level risk, facilitate non-recourse project financing, and provide operational and administrative flexibility.
The following sections describe our significant operating projects, our projects under construction, and our development pipeline in greater detail.
Operating Projects.
Solaris West Solar.
Solaris West Solar is one of CBR's flagship solar facilities. The project consists of a large-scale, single-axis tracker solar PV installation located in Pecos County, Texas, within the ERCOT market. The facility utilizes high-efficiency crystalline silicon solar modules mounted on single-axis tracking systems that optimize energy production by following the sun's path throughout the day. Solaris West is interconnected to the ERCOT transmission grid and benefits from the exceptional solar irradiance characteristic of the West Texas region. The project generates revenue under a combination of long-term PPAs and merchant energy sales. The tax-equity partnership with Veltara Basin Financial LLC was structured to monetize the federal ITC associated with the project, with a partnership flip expected in 2028, at which point CBR is expected to acquire Veltara Basin's residual interest in the project entity.
Red Mesa Wind.
Red Mesa Wind was CBR's first utility-scale wind farm and represents an important milestone in the Company's development history. The project is located in Custer County, Oklahoma, a region with Class 4+ wind resources that are among the strongest in the continental United States. Red Mesa consists of modern, utility-scale wind turbines with hub heights and rotor diameters optimized for the specific wind profile of the site. The project participates in the Southwest Power Pool ("SPP") wholesale electricity market and benefits from the PTC for qualifying wind production. Red Mesa has performed consistently since achieving commercial operation in the first quarter of 2019 and continues to generate stable contracted and merchant revenue.
Painted Rock Solar.
Painted Rock Solar is a utility-scale solar PV facility located in Maricopa County, Arizona, an area that benefits from strong solar irradiance levels and proximity to the major load centers of the Phoenix metropolitan area. The project employs single-axis tracker technology and high-efficiency crystalline silicon modules. Painted Rock is interconnected to the regional transmission grid and generates revenue under long-term PPA arrangements with investment-grade utility counterparties. The project has demonstrated strong operating performance since achieving commercial operation in the fourth quarter of 2020.
Pronghorn Wind.
Pronghorn Wind is CBR's largest wind facility and one of the most significant additions to our operating portfolio. Located in Nolan County, Texas, the project benefits from its position in one of the strongest and most consistent wind resource areas in the continental United States. The facility utilizes modern, utility-scale wind turbines and is interconnected to the ERCOT transmission grid. Pronghorn Wind achieved commercial operation in the second quarter of 2021 and generates revenue under a combination of long-term PPAs and merchant energy sales within the ERCOT market. The project qualifies for the federal PTC, providing additional economic value during its first ten years of operation.
Brazos Storage.
Brazos Storage is one of the largest standalone battery energy storage facilities in the state of Texas. The project employs lithium-ion battery technology with a storage capacity of 800 megawatt-hours ("MWh"), providing a four-hour duration at its rated 200 MW discharge capacity. Brazos Storage is interconnected to the ERCOT grid and provides a range of grid services, including energy arbitrage (charging during periods of low prices and discharging during periods of high prices), frequency regulation, capacity provision, and ancillary services. The facility achieved commercial operation in the fourth quarter of 2021 and has demonstrated the operational and economic viability of standalone battery storage in the ERCOT market. Brazos Storage is a key component of our strategy to expand our battery storage capabilities and serves as a platform for the application of lessons learned to future storage deployments, including hybrid solar-plus-storage configurations.
Additional Operating Projects. In addition to the five significant operating projects described above, our operating portfolio includes 17 additional solar and wind installations across our five-state footprint, with aggregate capacity bringing the total operating fleet to approximately 3.8 GW. These additional projects are generally smaller in individual scale but collectively contribute meaningfully to our revenue, geographic diversification, and operational footprint. Each of these projects is held through a wholly-owned SPV organized under CB Operating and is managed by our in-house operations team.
Projects Under Construction
Mesquite Wind.
Mesquite Wind is a large-scale onshore wind project located in Oldham County in the Texas Panhandle, a region recognized for its strong and consistent wind resources. Construction of the project is substantially underway, and we expect Mesquite Wind to achieve commercial operation in the third quarter of 2022. The project is being constructed under a non-recourse, construction-to-term financing facility provided by Prairie Commercial Bank, N.A., with total commitments of $165 million and a conversion date of December 2024, at which point the facility is expected to convert from a construction loan to a term loan secured by the operating project. Mesquite Wind is expected to benefit from the federal PTC for qualifying wind energy production and will be interconnected to the ERCOT transmission grid. Upon completion, Mesquite Wind will meaningfully increase our wind capacity and our overall operating fleet.
Cimarron Solar.
Cimarron Solar is a utility-scale solar PV facility under construction in Doña Ana County, New Mexico. The project employs single-axis tracker technology and high-efficiency crystalline silicon modules, and is designed to capitalize on the strong solar resources of southern New Mexico. Construction is actively progressing, and we expect Cimarron Solar to achieve commercial operation in the first quarter of 2023. The project is being constructed under a non-recourse, construction-to-term financing facility provided by Prairie Commercial Bank, N.A., with total commitments of $143 million and a conversion date of March 2025. Approximately $100 million of the net proceeds from this offering will be allocated to fund a portion of the remaining construction costs for Cimarron Solar. See "Use of Proceeds." The project is expected to qualify for the federal ITC and will benefit from New Mexico's supportive regulatory environment and clean energy targets.
Development Pipeline.
Silverleaf Wind.
Silverleaf Wind is a large-scale onshore wind project in Irion County, Texas, which is situated in the West Texas region known for its exceptional wind resources. We have secured site control through long-term land lease agreements and are actively progressing through the permitting process. Silverleaf Wind is one of the anchor projects in our near-term development pipeline and, upon completion, would represent one of our largest wind facilities. We expect the project to benefit from the strong wind resources and competitive wholesale electricity pricing available in the ERCOT market.
Copper Basin Solar + Storage.
Copper Basin Solar + Storage is a hybrid solar-plus-storage project in development in Riverside County, California. The project is designed to combine a 750 MW utility-scale solar PV facility with a 300 MW / 1,200 MWh battery energy storage system, creating a dispatchable clean energy resource that can deliver power to the grid during periods of highest demand and value. The hybrid configuration allows for shared interconnection infrastructure, reducing costs, and enables the project to capture premium pricing available for dispatchable renewable energy in the CAISO market. Copper Basin is designed to meet California's growing demand for clean, dispatchable energy resources and is expected to benefit from the state's ambitious clean energy targets and favorable market dynamics.
Remaining Development Pipeline. In addition to Silverleaf Wind and Copper Basin Solar + Storage, our development pipeline includes multiple additional projects across Texas, New Mexico, Arizona, California, and Oklahoma at various stages of development, including land acquisition and site control, environmental and cultural resource studies, permitting applications, interconnection queue position management, and offtake origination. The aggregate capacity of our development pipeline, including Silverleaf Wind and Copper Basin Solar + Storage, is approximately 6.2 GW. Our pipeline development activities are managed by CBR Development Co. LLC, a Texas limited liability company that is 100% owned by CB Operating. Development-stage projects are subject to various risks and uncertainties, including permitting delays, interconnection queue congestion, offtake contracting timelines, and financing availability, and there can be no assurance that all projects in the development pipeline will ultimately be constructed and operated. See "Risk Factors."
Portfolio Summary Table
The following table summarizes our significant projects as of the date of this prospectus:
The table above reflects our individually significant projects. Our total operating portfolio of approximately 3.8 GW includes 17 additional operating projects not individually listed above.
Technology and Operations
Solar PV Technology
Our solar PV facilities employ single-axis tracker technology, which mounts solar modules on a rotating axis that follows the sun's path from east to west throughout the day. Single-axis trackers significantly increase energy production compared to fixed-tilt mounting systems by maintaining a more optimal angle of incidence between the sunlight and the module surface. Our solar facilities utilize high-efficiency crystalline silicon modules sourced from leading tier-one manufacturers. The combination of advanced tracker technology and high-efficiency modules maximizes energy yield and revenue per megawatt of installed capacity.
Each of our solar facilities is equipped with a supervisory control and data acquisition ("SCADA") monitoring system that provides real-time performance tracking and enables remote monitoring and optimization of plant operations. Our SCADA systems collect and analyze data on module output, inverter performance, tracker positioning, weather conditions, and other key operating parameters, enabling our operations team to identify and address performance deviations quickly and to optimize plant output on an ongoing basis.
Onshore Wind Technology
Our onshore wind facilities utilize modern, utility-scale wind turbines manufactured by leading global turbine suppliers. Turbine hub heights and rotor diameters are selected and optimized based on site-specific wind resource assessments to maximize energy capture for each project location. Our wind facilities employ advanced anemometry and wind-forecasting technology, including meteorological towers and remote sensing equipment, to characterize wind resources during the development phase and to optimize turbine performance during operations.
Wind turbine technology has advanced significantly in recent years, with larger rotor diameters and higher hub heights enabling turbines to capture energy from lower-speed wind regimes and to generate meaningfully more electricity per turbine than prior generations of equipment. We evaluate repowering opportunities at our existing wind facilities to take advantage of these technological advancements and to increase energy production and revenue from our existing sites.
Battery Energy Storage Systems
We deploy lithium-ion battery energy storage technology in our BESS facilities. Our Brazos Storage project (200 MW / 800 MWh, Fort Bend County, Texas) is one of the largest standalone battery storage facilities in the state and demonstrates our capabilities in this rapidly growing technology. Lithium-ion batteries offer several advantages for grid-scale storage applications, including high round-trip efficiency, rapid response times, proven reliability at scale, and declining costs.
Our battery storage assets provide a range of valuable grid services, including:
• Energy Arbitrage: Charging during periods of low electricity prices and discharging during periods of high prices, capturing the spread between off-peak and on-peak market clearing prices.
• Frequency Regulation: Providing rapid, automated responses to grid frequency deviations, helping to maintain grid stability.
• Capacity Provision: Providing firm capacity to meet peak demand periods and reducing the need for peaking generation from fossil-fuel sources.
• Ancillary Services: Providing other grid support services as required by the applicable grid operator.
We are expanding our BESS deployment through hybrid solar-plus-storage configurations, as exemplified by our Copper Basin Solar + Storage project (750 MW solar PV + 300 MW / 1,200 MWh BESS) currently in development in Riverside County, California. Hybrid configurations enable the co-optimization of renewable generation and storage, shared interconnection infrastructure, and the provision of dispatchable clean energy that commands premium pricing in wholesale and bilateral markets.
Operations and Asset Management
CBR manages all of its operating assets through its in-house operations team, which is led by Dale Renfroe, our Chief Operating Officer. Day-to-day operations are conducted through Calloway-Briggs Operating Company LLC, our operating subsidiary. Our operations team is responsible for the full scope of asset management activities, including plant operations, performance monitoring, preventive and corrective maintenance, warranty management, regulatory compliance, health and safety, and environmental stewardship.
We employ proprietary SCADA and monitoring systems that enable remote surveillance and performance optimization of our operating fleet from our central operations center in Austin, Texas, supplemented by on-site personnel at each project location. Our SCADA systems provide real-time visibility into the operating performance of each asset and enable our team to identify and respond to performance issues rapidly, minimizing downtime and maximizing energy production. We have developed long-term operations and maintenance ("O&M") strategies for each of our projects, including scheduled preventive maintenance programs, spare parts inventory management, and long-term service agreements with original equipment manufacturers and qualified third-party service providers.
As of the date of this prospectus, we employ approximately 1,240 people across our corporate headquarters and project-site operations. Our operations and asset management capabilities are a core element of our integrated platform and a key driver of the long-term performance and value of our assets.
Environmental and Safety
Environmental compliance across our portfolio is overseen by our in-house environmental team, with specialized support provided by Greenridge Environmental Sciences LLC, an independent environmental consulting firm. Dr. Nadine Torres, Principal Scientist at Greenridge, leads the firm's engagement with CBR, which includes the conduct of Phase I and Phase II environmental site assessments for new project sites and the provision of ongoing permitting and regulatory compliance support.
We are committed to environmental stewardship in the development, construction, and operation of our projects. Our environmental programs include measures to mitigate avian and bat mortality at our wind facilities, habitat conservation and restoration activities, and compliance with all applicable federal, state, and local environmental laws and regulations. We conduct environmental impact assessments, cultural resource surveys, and biological resource studies as part of our development process for all new projects.
Safety is a core value at CBR. We maintain comprehensive safety programs across all of our construction and operating sites, including safety training, incident reporting and investigation, hazard identification and mitigation, and compliance with Occupational Safety and Health Administration ("OSHA") regulations and industry best practices. Our safety programs are designed to protect the health and well-being of our employees, contractors, and the communities in which we operate.
Customers and Revenue Contracts
Power Purchase Agreements (PPAs)
A substantial majority of our operating capacity is contracted under long-term power purchase agreements with investment-grade utilities and creditworthy corporate offtakers. These PPAs generally have terms ranging from 10 to 25 years and provide for the sale of electricity generated by our projects at specified fixed or escalating prices. Long-term PPAs provide stable, predictable cash flows that support our ability to service debt obligations, fund operations, and reinvest in growth. The contracted nature of our revenue base also reduces our exposure to short-term fluctuations in wholesale electricity prices.
We maintain a diversified base of PPA counterparties, including regulated utilities, municipal utilities, electric cooperatives, and corporate buyers across multiple industries. This counterparty diversification reduces our credit risk and limits our exposure to any single offtaker. We actively manage our PPA portfolio, seeking to balance the stability of long-term contracted revenue with the opportunity to capture favorable market pricing on uncontracted volumes.
Merchant Exposure. A portion of our portfolio—particularly our assets located in the ERCOT market in Texas—operates on a merchant basis, selling electricity at prevailing wholesale market prices. Merchant exposure provides us with the opportunity to capture upside from favorable market conditions, including price spikes during periods of high demand or constrained supply, as experienced during peak summer months in the ERCOT market.
Our battery storage assets, including Brazos Storage, generate revenue primarily through merchant activities, including energy arbitrage (capturing the spread between low and high electricity prices) and the sale of ancillary services (such as frequency regulation) in the ERCOT market. The revenue profile of battery storage assets is inherently merchant in nature, although we evaluate opportunities to contract a portion of storage revenue through tolling agreements and capacity contracts where economically attractive.
Revenue Composition. For the fiscal year ended December 31, 2021, we generated total revenue of $487.3 million. Our revenue is primarily composed of the following components:
• Contracted PPA Revenue: Revenue earned under long-term power purchase agreements with utility and corporate offtakers, which represents the largest component of our total revenue.
• Merchant Energy Sales: Revenue earned from the sale of electricity at wholesale market prices, primarily from our ERCOT-based assets.
• Ancillary Services Revenue: Revenue earned from the provision of ancillary services, including frequency regulation and capacity provision, primarily from our battery storage assets.
Our revenue has grown from $312.8 million in fiscal year 2019 to $401.5 million in fiscal year 2020 to $487.3 million in fiscal year 2021, driven principally by the expansion of our operating capacity from 2.1 GW to 2.9 GW to 3.8 GW over that same period. We expect revenue to continue to grow as we bring our under-construction projects online and advance our development pipeline.
Corporate Structure
Organizational Structure. Calloway-Briggs Renewables Inc. is a Delaware corporation that serves as the issuer and the entity whose common stock will be listed on the NYSE. Our business is conducted through a holding-company structure, with CBR as the ultimate parent entity. The following summarizes our principal organizational structure:
Calloway-Briggs Renewables Inc. (Delaware corporation — the Issuer)
CBR Holdings LLC (Delaware LLC, 100% owned by CBR) — intermediate holding company
Calloway-Briggs Operating Company LLC (Texas LLC, 100% owned by CBR Holdings) — operating entity and parent of all project-level SPVs
• Solaris West Solar LLC (Texas)
• Red Mesa Wind Energy LLC (Oklahoma)
• Painted Rock Solar LLC (Arizona)
• Pronghorn Wind LLC (Texas)
• Brazos Energy Storage LLC (Texas)
• Mesquite Wind Holdings LLC (Texas)
• Cimarron Solar Development LLC (New Mexico)
• CBR Development Co. LLC (Texas) — pipeline development entity
• Other non-material subsidiaries
Each project is held through a wholly-owned, project-level special purpose vehicle organized as a limited liability company under the laws of the state in which the project is located or, in certain cases, under the laws of the State of Texas. This structure facilitates non-recourse project-level financing, isolates project-level risk, and provides administrative and operational flexibility.
Registered Agent. Our registered agent for service of process in Delaware is Capitol Statutory Services, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
Ownership and Sponsorship
Prior to this offering, our ownership is held by the following principal groups:
• Pinnacle Vista Capital Partners III, LP: Approximately 62% of our outstanding common stock (pre-IPO basis).
• Co-Founders and Management: Garrett Calloway, Elaine Briggs, and other members of management collectively hold approximately 24% of our outstanding common stock (pre-IPO basis).
• Earlier-Stage Investors and Employees: Approximately 14% of our outstanding common stock (pre-IPO basis) is held by earlier-stage investors and employees.
Pinnacle Vista Capital Partners, LP is a leading private equity firm headquartered at 900 Park Avenue, 38th Floor, New York, New York 10021. Pinnacle Vista was co-founded by Hugh Pemberton and Diane Kovac and manages approximately $14.2 billion of assets under management across four flagship funds. The firm's Series III Fund (2016 vintage, approximately $4.8 billion of committed capital) is the primary investment vehicle through which Pinnacle Vista holds its interest in CBR. Pinnacle Vista made its initial investment in CBR of $385 million in 2017, followed by a $120 million follow-on investment in 2019, for a total invested capital of $505 million. Hugh Pemberton and Diane Kovac, managing partners of Pinnacle Vista, each serve on the CBR Board of Directors.
In connection with this offering, Pinnacle Vista will sell secondary shares representing approximately $150 million of aggregate value (approximately 6,818,182 shares at the assumed initial public offering price of $22.00 per share). Following the completion of this offering and the secondary sale, Pinnacle Vista will continue to hold a significant ownership stake in CBR. See "Principal and Selling Stockholders" for additional information regarding the ownership interests of Pinnacle Vista and our other principal stockholders, including the pre- and post-offering ownership percentages.
Following the completion of this offering, Pinnacle Vista is expected to continue to hold a majority of the voting power of our outstanding common stock, and as a result, CBR may be deemed a "controlled company" within the meaning of the NYSE listing rules. As a controlled company, we would be entitled to elect to rely on certain exemptions from the NYSE's corporate governance requirements, including exemptions from the requirements that a majority of our Board of Directors consist of independent directors and that our compensation and nominating committees be composed entirely of independent directors. See "Risk Factors" and "Certain Relationships and Related-Party Transactions" for additional discussion of the implications of our controlled-company status.
Regulatory Environment
Federal Regulation. Our business is subject to comprehensive federal regulation, including the following:
Federal Energy Regulatory Commission (FERC). Our operating subsidiaries hold market-based rate authority from the Federal Energy Regulatory Commission, which allows us to sell electricity at market-determined prices in the wholesale electricity markets. Market-based rate authority is subject to ongoing compliance requirements, including periodic filings demonstrating the absence of market power and compliance with FERC's reporting and record-keeping requirements. We monitor FERC regulatory developments on an ongoing basis and maintain compliance with all applicable FERC regulations.
North American Electric Reliability Corporation (NERC). As operators of generation facilities interconnected to the bulk power system, our operating subsidiaries are subject to the reliability standards promulgated by the North American Electric Reliability Corporation and its regional reliability entities. These standards address a range of operational and planning matters, including facility ratings, protection systems, and generator interconnection requirements. We maintain compliance programs to ensure adherence to all applicable NERC reliability standards.
Internal Revenue Service (IRS) / Tax Incentives. The economic viability of our solar and wind projects is enhanced by federal tax incentives, including the Investment Tax Credit and the Production Tax Credit, as described under "Industry Overview — Federal Tax Incentives" above. Eligibility for these tax incentives is determined under the Internal Revenue Code and is subject to safe-harbor and begin-construction requirements, as well as continuity-of-construction standards. We carefully manage our project development and construction timelines to ensure compliance with these requirements. Our tax structuring is advised by Kessler McBride & Associates LLP, a nationally recognized tax advisory firm with deep expertise in renewable energy tax matters.
State Regulation. Our projects operate in five states—Texas, New Mexico, Arizona, California, and Oklahoma—each of which has its own regulatory framework governing the development, construction, and operation of renewable energy facilities. The level of state regulatory oversight varies by jurisdiction:
• In Texas, the ERCOT market operates as a competitive, deregulated wholesale electricity market, and our generation assets are generally not subject to traditional public utility regulation or rate-setting by the Public Utility Commission of Texas.
• In New Mexico, Arizona, California, and Oklahoma, our projects are subject to varying degrees of oversight by the respective state public utility commissions, including requirements related to permitting, siting, interconnection, and, in certain cases, competitive procurement processes.
Each of our operating jurisdictions has adopted renewable portfolio standards or clean energy targets that require or incentivize the procurement of renewable energy by utilities, creating regulatory demand drivers for our projects. We monitor state regulatory developments in each of our operating jurisdictions and engage in regulatory proceed