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1015-00001 · Graymont Brothers Inc · Registration Statement

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SUBJECT TO COMPLETION, DATED [●], 2022

PRELIMINARY PROSPECTUS

CALLOWAY-BRIGGS RENEWABLES INC.

23,713,636 Shares of Common Stock

Par Value $0.01 Per Share

This is the initial public offering of shares of common stock of Calloway-Briggs Renewables Inc. No public market currently exists for our common stock. We are offering shares of our common stock at an assumed initial public offering price of $22.00 per share, which is the midpoint of the estimated price range of $[●] to $[●] per share.

Primary and Secondary Offering. Calloway-Briggs Renewables Inc. (the "Company") is offering [●] shares of common stock (the "primary shares"), representing approximately $371,700,000 of the base offering at the assumed midpoint price of $22.00 per share. Pinnacle Vista Capital Partners III, LP (the "selling stockholder") is offering 6,818,182 shares of common stock (the "secondary shares"), representing approximately $150,000,000 of the base offering at $22.00 per share. The Company will not receive any proceeds from the sale of shares by the selling stockholder. See "Principal and Selling Stockholders."

Listing. Application has been made to list our common stock on the New York Stock Exchange (the "NYSE") under the ticker symbol "CBRI." NYSE Listing Application No. NYSE-2022-04218. No assurance can be given that such listing will be approved.

Underwriter Allocation (Base Offering)

Overallotment Option. The Company has granted the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 3,559,091 additional shares of common stock at the initial public offering price, less the underwriting discount, to cover overallotments, if any. These additional shares represent approximately $78,300,000 at the assumed midpoint price of $22.00 per share. If the underwriters exercise the overallotment option in full, the total offering size will be 27,272,727 shares, representing aggregate gross proceeds of approximately $600,000,000.

Underwriting discount and Proceeds

Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page [●] of this prospectus for a discussion of the factors you should carefully consider before deciding to invest in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery and Settlement. The underwriters expect to deliver the shares of common stock to purchasers on or about [●], 2022, through the book-entry facilities of The Depository Trust Company.

Controlled Company Status. Upon completion of this offering, Pinnacle Vista Capital Partners III, LP, together with shares held by our founders, will control approximately [●]% of the voting power of our outstanding common stock. As a result, we expect to be a "controlled company" within the meaning of the corporate governance rules of the NYSE. See "Risk Factors" and "Management and Board of Directors" for additional information regarding the implications of our controlled company status.

Joint Book-Running Managers

Hargrove Keating & Co. Linden Pratt Securities Graymont Brothers

Co-Managers

Barfield Stuart & Co. Crane Whitley Capital

The date of this prospectus is [●], 2022.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully, including the sections entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the consolidated financial statements and related notes thereto included elsewhere in this prospectus, before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements."

Unless the context requires otherwise, references in this prospectus to "CBR," "Calloway-Briggs," the "Company," "we," "us," and "our" refer to Calloway-Briggs Renewables Inc. and its consolidated subsidiaries. All references to "dollars" or "$" are to United States dollars. We report our financial results on a fiscal year basis ending December 31. References to "FY 2021," for example, refer to the fiscal year ended December 31, 2021.

Our Company

Overview. Calloway-Briggs Renewables Inc. is a leading developer, owner, and operator of utility-scale renewable energy and battery storage projects across the United States. We focus on the development, financing, construction, and long-term operation of utility-scale solar photovoltaic ("solar PV"), onshore wind, and battery energy storage systems ("BESS") that deliver clean, reliable, and competitively priced electricity to utilities, municipalities, cooperatives, and corporate offtakers.

Calloway-Briggs Renewables Inc. was incorporated in the State of Delaware and is headquartered at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. The Company was founded in 2014 by Garrett Calloway and Elaine Briggs, who identified an opportunity to build a vertically integrated platform capable of developing renewable energy projects from early-stage origination through commercial operation and long-term asset management. Since our founding, we have grown from a two-person development shop into a fully integrated independent power producer with a diversified portfolio spanning three complementary technologies — utility-scale solar PV, onshore wind, and battery energy storage — positioned across some of the most attractive renewable energy markets in the continental United States.

Our geographic footprint encompasses operations in Texas, New Mexico, Arizona, California, and Oklahoma, where we benefit from strong renewable energy resources, well-developed transmission infrastructure, supportive state-level regulatory environments, and robust wholesale power markets. As of the date of this prospectus, we employ approximately 1,240 full-time employees across our corporate headquarters in Austin, Texas, our regional development offices, and our operating project sites.

Operating Portfolio and Pipeline

We have built a substantial and growing portfolio of renewable energy and storage assets, consisting of the following:

• Operating capacity: 3.8 GW across 22 projects located in Texas, New Mexico, Arizona, California, and Oklahoma. Our operating portfolio generates revenue through a combination of long-term power purchase agreements ("PPAs") with investment-grade counterparties, merchant energy sales, and ancillary services revenue.

• Under construction: 1.4 GW of projects that are fully permitted, fully financed, and actively under construction, which we expect to reach commercial operation during 2022 and early 2023.

• Development pipeline: 6.2 GW of identified projects at various stages of development, ranging from early-stage site control and resource assessment through advanced-stage permitting, interconnection queue position, and offtake origination.

• Total potential portfolio: Approximately 11.4 GW, which represents the aggregate of our operating, under-construction, and development-stage projects. We believe our development pipeline provides substantial multi-year growth visibility and positions us to capitalize on the accelerating demand for clean energy across the United States.

Key Operating Projects

The following table summarizes certain of our most significant projects:

Our operating projects benefit from high-quality renewable energy resources, long-term contracted revenue streams, and efficient operating practices that we have refined over multiple development cycles. Our under-construction and development-stage projects are designed to leverage the same site selection discipline, engineering standards, and operational expertise that have enabled us to successfully bring 3.8 GW of capacity to commercial operation.

Competitive Strengths. We believe the following competitive strengths differentiate us from other renewable energy developers and position us for continued growth:

• Diversified portfolio across solar, wind, and battery storage technologies. Our multi-technology platform reduces our exposure to any single resource type, provides diversification across generation profiles and revenue streams, and enables us to offer integrated solutions — including co-located solar-plus-storage projects — to our offtake counterparties.

• Strong development pipeline providing multi-year growth visibility. Our 6.2 GW development pipeline represents a significant inventory of future growth opportunities. We have a disciplined approach to pipeline management, advancing projects through defined stage gates that allow us to allocate development capital efficiently and manage risk across our portfolio.

• Experienced management team with deep industry expertise. Our management team, led by co-founders Garrett Calloway and Elaine Briggs, brings decades of combined experience in renewable energy development, project finance, power marketing, and utility-scale construction management. Our senior leadership team has collectively overseen the development, financing, and construction of more than 8 GW of renewable energy projects across their careers.

• Attractive geographic markets with strong renewable energy resources and supportive regulatory environments. We operate in five states — Texas, New Mexico, Arizona, California, and Oklahoma — that benefit from excellent solar irradiance and wind resources, robust and competitive wholesale electricity markets (including the Electric Reliability Council of Texas, the Southwest Power Pool, the Western Energy Imbalance Market, and the California Independent System Operator), and state-level renewable portfolio standards and clean energy mandates that support long-term demand for renewable generation.

• Long-term contracted revenue base through power purchase agreements. A substantial majority of our operating capacity is supported by long-term PPAs with investment-grade utilities, municipalities, cooperatives, and corporate offtakers. As of December 31, 2021, the weighted-average remaining contract life of our operating PPAs was approximately 14 years, providing significant revenue visibility and cash flow stability.

• Proven track record of project execution. Since our founding in 2014, we have successfully developed, financed, constructed, and brought to commercial operation 3.8 GW of renewable energy and storage capacity across 22 projects. Our development and construction track record demonstrates our ability to execute complex infrastructure projects on time and within budget.

• Scalable operating platform with proprietary SCADA and monitoring systems. We have invested in a centralized asset management and monitoring platform, including proprietary supervisory control and data acquisition ("SCADA") systems, remote diagnostics, and predictive maintenance capabilities, that enable us to efficiently manage a growing portfolio of geographically dispersed assets while optimizing performance and minimizing downtime.

Growth Strategy. Our growth strategy is designed to capitalize on the significant and expanding opportunity in the U.S. renewable energy market. Key elements of our growth strategy include:

• Execute on our 1.4 GW under-construction portfolio. We are currently constructing the Mesquite Wind project (420 MW, Oldham County, Texas; expected commercial operation date Q3 2022) and the Cimarron Solar project (350 MW, Doña Ana County, New Mexico; expected commercial operation date Q1 2023). Both projects are fully financed through construction-to-term credit facilities with Prairie Commercial Bank, N.A., and we expect them to contribute meaningful incremental revenue and Adjusted EBITDA upon reaching commercial operation.

• Advance our 6.2 GW development pipeline through permitting, interconnection, and offtake origination. We intend to systematically advance our development pipeline, targeting the conversion of approximately 1.0 GW to 1.5 GW of development-stage capacity to construction-ready status annually. This effort involves securing all necessary federal, state, and local permits; advancing through interconnection study processes and securing transmission service agreements; and originating and executing long-term PPAs with creditworthy counterparties.

• Pursue selective acquisitions of operating and development-stage renewable energy assets. We intend to supplement our organic growth with disciplined acquisition activity, targeting operating renewable energy assets with contracted cash flows as well as development-stage portfolios that can be integrated into our existing platform. We believe our operating expertise, financial resources, and market relationships position us to identify and execute attractive acquisition opportunities.

• Expand battery energy storage capabilities. Building on the successful development and commissioning of our 200 MW / 800 MWh Brazos Storage project in Fort Bend County, Texas, we intend to significantly expand our battery energy storage capabilities. Our Copper Basin Solar + Storage project in Riverside County, California (750 MW solar PV + 300 MW / 1,200 MWh BESS) represents a key element of this strategy. We believe that battery storage is an increasingly critical component of the renewable energy value chain, enabling grid reliability, time-shifting of renewable generation, and participation in high-value ancillary services markets.

• Capitalize on federal and state incentives. We intend to continue to benefit from available federal and state incentives for renewable energy development, including the federal Investment Tax Credit ("ITC") for solar and storage projects and the federal Production Tax Credit ("PTC") for wind projects. We also expect to benefit from state-level incentives, renewable portfolio standards, and clean energy mandates in each of the states in which we operate.

Our Sponsor — Pinnacle Vista Capital Partners

Pinnacle Vista Capital Partners, LP is a New York-based private equity firm with approximately $14.2 billion in assets under management across four flagship funds. The firm focuses on investments in the energy, infrastructure, and industrial sectors, with a particular emphasis on energy transition and decarbonization themes. The general partner of Pinnacle Vista Capital Partners, LP is Pinnacle Vista Capital Management LLC, which was co-founded and is managed by Hugh Pemberton and Diane Kovac.

Pinnacle Vista Capital Partners III, LP (the "Series III Fund"), a 2016 vintage fund with total committed capital of $4.8 billion, made an initial equity investment of $385 million in CBR in 2017, followed by a $120 million follow-on investment in 2019, for aggregate invested capital of $505 million. The Series III Fund's investment in CBR has been instrumental in funding the Company's growth from approximately 1.0 GW of operating capacity at the time of the initial investment to its current 3.8 GW operating portfolio.

Prior to this offering, Pinnacle Vista Capital Partners III, LP holds approximately 62% of our fully diluted common stock. In connection with this offering, Pinnacle Vista will sell 6,818,182 shares of our common stock, representing approximately $150,000,000 at the assumed midpoint price of $22.00 per share. The Company will not receive any proceeds from the sale of shares by Pinnacle Vista.

Following this offering (assuming no exercise of the overallotment option), Pinnacle Vista Capital Partners III, LP will hold approximately [●]% of our outstanding common stock. Hugh Pemberton and Diane Kovac serve on our board of directors as designees of Pinnacle Vista Capital Partners III, LP, pursuant to the terms of a director nomination agreement that will be entered into in connection with this offering.

For additional information regarding Pinnacle Vista's ownership of our common stock and its relationship with the Company, see "Certain Relationships and Related-Party Transactions" and "Principal and Selling Stockholders."

Our Corporate Structure

Calloway-Briggs Renewables Inc. is the publicly traded parent entity that will serve as the issuer of the shares of common stock offered hereby. Our corporate structure is organized as follows:

• Calloway-Briggs Renewables Inc. (Delaware corporation) — the publicly traded parent entity and issuer.

• CBR Holdings LLC (Delaware limited liability company, 100% owned by Calloway-Briggs Renewables Inc.) — serves as an intermediate holding company through which we hold our interest in our principal operating subsidiary.

• Calloway-Briggs Operating Company LLC (Texas limited liability company, 100% owned by CBR Holdings LLC) — our principal operating entity, through which we conduct substantially all of our business operations.

• Project-Level Special-Purpose Vehicles. Each of our renewable energy and storage projects is held through a separate special-purpose vehicle ("SPV") that is wholly owned by Calloway-Briggs Operating Company LLC. This project-level SPV structure is customary in the renewable energy industry and facilitates project-level financing, tax-equity investment, and risk isolation. Our principal project-level SPVs include:

• 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)

Our registered agent in the State of Delaware is Capitol Statutory Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. Our Employer Identification Number ("EIN") is 83-4027615.

An organizational chart depicting the complete parent-subsidiary chain, including all material subsidiaries, is included elsewhere in this prospectus. See "Our Corporate Structure."

Summary Risk Factors

Investing in our common stock involves substantial risk. You should carefully consider all of the information set forth in this prospectus, and in particular, you should evaluate the specific factors set forth under "Risk Factors" beginning on page [●] of this prospectus, before deciding whether to invest in our common stock. The following is a summary of certain of the principal risks associated with an investment in our common stock. This summary is not exhaustive and is qualified in its entirety by reference to the more detailed discussion of risk factors appearing elsewhere in this prospectus.

• Industry and market risks. Our business depends in part on the availability and continuation of governmental incentives for renewable energy, including the federal Investment Tax Credit and Production Tax Credit. Changes in renewable energy policy at the federal or state level, reductions or eliminations of tax incentives, adverse changes in renewable portfolio standards, or unfavorable shifts in the political or regulatory landscape could materially and adversely affect our business. In addition, fluctuations in wholesale electricity prices and natural gas prices, increased competition from other renewable energy developers, conventional power generators, and emerging technologies, and general macroeconomic conditions could adversely impact our revenue and profitability.

• Operational risks. The development and construction of utility-scale renewable energy projects involve significant risks, including the potential for project delays, construction cost overruns, equipment supply chain disruptions, and performance shortfalls relative to expectations. We rely on third-party engineering, procurement, and construction ("EPC") contractors and equipment suppliers, including turbine manufacturers, solar panel manufacturers, and battery system integrators, and the failure of any such counterparty to perform its obligations could adversely affect our projects. Technology risk, including the potential for underperformance or premature degradation of solar panels, wind turbines, or battery systems, could reduce expected generation or storage capacity. Transmission and interconnection constraints, including delays in interconnection queue processing by regional transmission organizations and independent system operators, could delay or prevent the commercial operation of our projects.

• Financial risks. As of December 31, 2021, we had $1.71 billion of total debt outstanding, which subjects us to significant debt service obligations and financial risk. Our credit facilities contain restrictive covenants that limit our operational and financial flexibility, including restrictions on our ability to incur additional indebtedness, make investments, pay dividends, and engage in certain transactions. We depend on tax-equity financing and partnership-flip structures to monetize tax credits generated by our projects, and the availability and terms of tax-equity financing are subject to market conditions, changes in tax law, and investor appetite. The hypothetical liquidation at book value ("HLBV") accounting methodology that we use to allocate earnings and losses among the partners in our tax-equity structures introduces complexity into our financial reporting and may result in volatility in our reported earnings.

• Regulatory and environmental risks. Our projects are subject to extensive federal and state permitting requirements, including environmental review under the National Environmental Policy Act, state environmental quality acts, and various other federal, state, and local laws and regulations. We are subject to regulation by the Federal Energy Regulatory Commission ("FERC"), the North American Electric Reliability Corporation ("NERC"), and various state public utility commissions. Failure to obtain or maintain necessary permits, licenses, and regulatory approvals, or changes in applicable laws and regulations, could adversely affect our ability to develop, construct, and operate our projects.

• Tax-equity structure risks. We rely on tax-equity partnerships to monetize the ITC and PTC generated by our projects. These structures involve the risk of ITC recapture if the underlying projects fail to satisfy the applicable placed-in-service and continuous operation requirements during the five-year recapture period. The timing and mechanics of partnership-flip transactions, pursuant to which tax-equity investors' allocations of income, loss, and cash distributions change upon achieving a target rate of return, are complex and subject to IRS scrutiny. The HLBV methodology used to account for these structures may result in allocations of income and loss that differ from the underlying economics of the partnership.

• Controlled company risks. Following this offering, Pinnacle Vista Capital Partners III, LP, together with shares held by our founders, will continue to beneficially own a majority of the voting power of our outstanding common stock. As a result, we expect to qualify as a "controlled company" under the corporate governance rules of the NYSE and may elect to rely on certain exemptions from the independence requirements applicable to the board of directors and its committees. This concentrated ownership may limit the ability of other stockholders to influence corporate matters and may discourage or prevent a change of control of the Company that other stockholders might consider beneficial.

• Offering-related risks. Prior to this offering, there has been no public market for our common stock, and we cannot assure you that an active, liquid, and orderly trading market will develop or be maintained. The market price of our common stock may be volatile and could decline significantly below the initial public offering price. The expiration of lock-up agreements 180 days following the date of the final prospectus could result in substantial sales of our common stock in the public market, which could adversely affect the market price of our common stock. Purchasers of our common stock in this offering will experience immediate dilution in net tangible book value per share as a result of the offering, and may experience additional dilution in the future as a result of equity awards under our 2022 Omnibus Equity Incentive Plan and our 2022 Employee Stock Purchase Plan.

• Material adverse effect risks. Certain events or conditions, whether individually or in the aggregate, could constitute a material adverse effect on our business, financial condition, results of operations, cash flows, or prospects. Investors should carefully evaluate the full scope of risk factors described elsewhere in this prospectus.

The Offering

The following table summarizes the principal terms of this offering:

Use of Proceeds

We estimate that the net proceeds to the Company from the sale of the primary shares in this offering (after deducting the underwriting discount of 5.50% and estimated offering expenses payable by us) will be approximately $[●] million (or approximately $[●] million if the underwriters exercise their overallotment option in full), based on an assumed initial public offering price of $22.00 per share.

We intend to use the net proceeds from this offering as follows:

• Approximately $200 million to repay a portion of the outstanding balance under our Corporate Term Loan B facility with Veltrano National Bank, as administrative agent (outstanding balance of $612.5 million as of December 31, 2021; LIBOR + 275 basis points; maturity January 2029). Following such repayment, the outstanding balance under the Term Loan B facility would be reduced to approximately $412.5 million.

• Approximately $100 million to fund the continued construction of the Cimarron Solar project, a 350 MW utility-scale solar PV project located in Doña Ana County, New Mexico, which we expect to achieve commercial operation in the first quarter of 2023.

• Approximately $71.7 million for general corporate purposes, including working capital, capital expenditures, and potential acquisitions of operating and development-stage renewable energy assets, although we have not identified any specific acquisition targets as of the date of this prospectus.

We will not receive any proceeds from the sale of shares by the selling stockholder, Pinnacle Vista Capital Partners III, LP. All proceeds from the sale of secondary shares will be received by the selling stockholder.

Pending the application of the net proceeds as described above, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing securities or hold them as cash and cash equivalents.

Dividend Policy. We do not anticipate paying any cash dividends on our common stock for the foreseeable future. We intend to retain all available funds and future earnings, if any, for the development, operation, and expansion of our business. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, general business conditions, and such other factors as our board of directors may deem relevant.

Our ability to pay dividends is further restricted by certain covenants in our credit agreements with Veltrano National Bank, as administrative agent, which limit the payment of dividends and other restricted payments unless certain financial conditions are satisfied. See "Description of Indebtedness."

Lock-Up Agreements. In connection with this offering, we, all of our directors, all of our executive officers, Pinnacle Vista Capital Partners III, LP, and holders of 1% or more of our pre-IPO common stock (approximately 18 persons and entities in total) have agreed, subject to certain exceptions, not to offer, pledge, sell, contract to sell, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of our common stock, for a period of 180 days following the date of the final prospectus relating to this offering, without the prior written consent of Hargrove Keating & Co.

The foregoing lock-up restrictions are subject to early release with the prior written consent of Hargrove Keating & Co., at its sole discretion, or upon the occurrence of a Change of Control (as defined in the lock-up agreements). The lock-up agreements also contain customary carve-outs for:

(a) transfers to affiliates of the locked-up party, provided that such affiliate agrees to be bound by the same lock-up restrictions;

(b) estate-planning transfers, including transfers to trusts, family members, or charitable organizations;

(c) the adoption (but not the execution) of Rule 10b5-1 trading plans under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and

(d) pledges of shares to lending institutions as collateral for bona fide indebtedness, provided that no foreclosure or other disposition of such pledged shares occurs during the lock-up period.

See "Shares Eligible for Future Sale" and "Underwriting" for a more detailed description of the lock-up arrangements.

Controlled Company Status

Following the completion of this offering, Pinnacle Vista Capital Partners III, LP, together with shares held by our founders, Garrett Calloway and Elaine Briggs, will beneficially own a majority of the voting power of our outstanding common stock. As a result, we expect to qualify as a "controlled company" within the meaning of the corporate governance listing standards of the NYSE. Under the NYSE rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group, or another company is a "controlled company" and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:

• a majority of the board of directors consist of independent directors;

• the compensation committee be composed entirely of independent directors; and

• director nominees be selected, or recommended for the board's selection, either by a nominating/corporate governance committee composed entirely of independent directors or by a majority of the independent directors.

We may elect to utilize some or all of these exemptions for so long as we remain a controlled company. If we cease to be a controlled company, we will be required to comply with these provisions within the applicable transition periods. See "Management and Board of Directors — Controlled Company Exemption."

Emerging Growth Company Status

We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") because our total annual gross revenue for the fiscal year ended December 31, 2021 was $487.3 million, which is below the $1.235 billion threshold established under the JOBS Act (as adjusted for inflation).

As an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to:

• reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;

• exemption from the requirement to obtain an attestation report from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act");

• extended transition periods for complying with new or revised accounting standards; and

• exemption from the requirement to comply with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and financial statements.

We may take advantage of these exemptions until we no longer qualify as an emerging growth company. We will cease to be an emerging growth company on the earliest of: (i) the last day of the first fiscal year in which our annual gross revenue equals or exceeds $1.235 billion; (ii) the last day of the fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the preceding three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the date on which we are deemed to be a "large accelerated filer" under the Exchange Act. See "Risk Factors — Risks Related to This Offering."

Risk Factors. See "Risk Factors" beginning on page [●] of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

Summary Historical and Pro Forma Financial Data

The following tables set forth our summary historical consolidated financial data for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021 (each audited by Ashford & Pemberton LLP, our independent registered public accounting firm) and for the three months ended March 31, 2022 (unaudited). The summary pro forma financial data gives effect to the offering and the application of net proceeds as described under "Use of Proceeds," as if such transactions had occurred on December 31, 2021 (for balance sheet data) or at the beginning of the earliest period presented (for income statement data).

The summary financial data set forth below should be read in conjunction with "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the consolidated financial statements and the related notes thereto included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future, and our results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022 or any other period.

Summary Consolidated Statements of Operations Data

(1) Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss) plus interest expense, net, income tax expense (benefit), depreciation and amortization, stock-based compensation expense, unrealized gains (losses) on derivative instruments, acquisition and transaction-related costs, and certain other non-recurring items. We believe Adjusted EBITDA is a useful measure because it allows management and investors to evaluate our operating performance exclusive of certain non-cash and non-recurring items that do not directly reflect our core business operations. Adjusted EBITDA is not a measure defined under accounting principles generally accepted in the United States of America ("GAAP") and should not be considered as an alternative to net income (loss), cash flows from operating activities, or any other measure of financial performance derived in accordance with GAAP. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures" for a reconciliation of Adjusted EBITDA to GAAP net income (loss), the most directly comparable GAAP measure.

Summary Consolidated Balance Sheet Data (as of December 31, 2021)

(1) Pro forma as adjusted to give effect to (i) the sale of [●] shares of common stock by us in this offering at an assumed initial public offering price of $22.00 per share, after deducting the underwriting discount of 5.50% and estimated offering expenses payable by us, and (ii) the application of net proceeds from this offering as described under "Use of Proceeds," including the repayment of approximately $200 million of the outstanding balance under our Corporate Term Loan B facility with Veltrano National Bank, as administrative agent. This pro forma presentation does not give effect to the sale of shares by the selling stockholder, from which we will not receive any proceeds.

Summary Operational Data

Our Management Team

Our management team is led by our co-founders, Garrett Calloway and Elaine Briggs, who founded CBR in 2014 and have collectively overseen the growth of the Company from inception to its current 3.8 GW operating portfolio. Our senior management team combines deep industry expertise in renewable energy development, project finance, power marketing, engineering, and corporate management. The following table sets forth certain information regarding our executive officers:

See "Management and Board of Directors" for complete biographical information regarding each of our executive officers.

Our Board of Directors

Upon the completion of this offering, our board of directors will consist of seven members, as set forth below:

Warren Okoro has been designated as the "audit committee financial expert" (as defined under the rules and regulations of the SEC) and will serve as the chairperson of the audit committee of our board of directors. Each of Mr. Okoro, Ms. Liang, and Mr. Estavez satisfies the independence requirements of the NYSE listing standards and Rule 10A-3 under the Exchange Act. See "Management and Board of Directors" for complete biographical information regarding each of our directors and for a description of committee assignments.

Our Principal and Registered Offices

• Principal Executive Offices: 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746

• Telephone: [●]

• Website: [●]

Information contained on, or accessible through, our website does not constitute part of this prospectus and should not be relied upon in connection with making any investment decision with respect to our common stock. The inclusion of our website address in this prospectus is an inactive textual reference only.

• Delaware Registered Agent: Capitol Statutory Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801

Summary of Existing Indebtedness

The following table summarizes certain information regarding our material indebtedness as of December 31, 2021:

Our Corporate Revolving Credit Facility and Corporate Term Loan B are governed by a single credit agreement, dated as of January 15, 2021, among Calloway-Briggs Operating Company LLC, as borrower, Calloway-Briggs Renewables Inc. and CBR Holdings LLC, as guarantors, Veltrano National Bank, as administrative agent, and the lenders from time to time party thereto. The credit agreement contains customary affirmative and negative covenants, including financial maintenance covenants requiring us to maintain a maximum consolidated net leverage ratio and a minimum consolidated interest coverage ratio.

See "Description of Indebtedness" for a more complete description of our debt obligations, including the material terms and conditions of each of our credit facilities and the tax-equity partnership arrangement.

Equity Incentive Plans

In connection with this offering, we intend to adopt the following equity compensation plans:

2022 Omnibus Equity Incentive Plan. We intend to adopt the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "2022 Plan") prior to the completion of this offering. The 2022 Plan will provide for a reserve of 12,727,273 shares of our common stock, representing 10% of the post-IPO outstanding shares on a fully-exercised basis (based on 127,272,727 shares outstanding assuming full exercise of the overallotment option). The 2022 Plan will authorize the compensation committee of our board of directors (or, in the case of awards to non-employee directors, the full board) to grant stock options (both incentive stock options and non-qualified stock options), restricted stock units ("RSUs"), performance stock units ("PSUs"), stock appreciation rights, restricted stock awards, and other equity-based awards. The 2022 Plan will include an "evergreen" provision pursuant to which the number of shares available for issuance under the 2022 Plan will automatically increase on the first day of each fiscal year, beginning with fiscal year 2023, by an amount equal to the lesser of (i) 2% of the total shares of common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as the board of directors may determine.

2022 Employee Stock Purchase Plan. We intend to adopt the Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan (the "2022 ESPP") prior to the completion of this offering. The 2022 ESPP will provide for a reserve of 2,545,455 shares of our common stock, representing 2% of the post-IPO outstanding shares (based on 127,272,727 shares outstanding assuming full exercise of the overallotment option). The 2022 ESPP will allow eligible employees to purchase shares of our common stock at a 15% discount to the lower of the fair market value of our common stock on the first day or the last day of each six-month offering period. The 2022 ESPP is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended.

See "Executive Compensation" for additional information regarding our equity incentive plans, including a description of the material terms of the 2022 Plan and the 2022 ESPP.

Additional Information

Our SEC Central Index Key ("CIK") number is 0001948372. We have filed a registration statement on Form S-1 (File No. 333-[●]) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of common stock offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement, certain portions of which have been omitted in accordance with the rules and regulations of the SEC. For further information pertaining to us and the shares of common stock offered hereby, reference is made to the registration statement, including the exhibits and schedules thereto. Statements contained in this prospectus regarding the contents of any contract, agreement, or other document are not necessarily complete, and in each instance, reference is made to the copy of such contract, agreement, or document filed as an exhibit to the registration statement. The registration statement, including the exhibits thereto, may be inspected and copied at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, and copies may be obtained at prescribed rates from the SEC's Public Reference Room. In addition, the registration statement, including the exhibits thereto, is available on the SEC's website at www.sec.gov.

Transfer Agent and Registrar. The transfer agent and registrar for our common stock is Continental Shareowner Services, Inc., 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004.

Underwriter	Number of Shares	Approximate Dollar Amount
Hargrove Keating & Co. (lead-left book-running manager)	9,485,455	$208,680,000
Linden Pratt Securities LLC	5,928,409	$130,425,000
Graymont Brothers Inc.	4,742,727	$104,340,000
Barfield Stuart & Co.	2,371,364	$52,170,000
Crane Whitley Capital LLC	1,185,682	$26,085,000
Total	23,713,636	$521,700,000
Per Share	Total (No Overallotment)	Total (Full Overallotment)
Public offering price	$22.00	$521,700,000	$600,000,000
Underwriting discount (5.50%)	$1.21	$28,693,500	$33,000,000
Proceeds to the Company (before expenses)	$20.79	$351,506,500	—
Proceeds to the selling stockholder (before expenses)	$20.79	$141,763,650	—
Project Name	Technology	Capacity (MW)	Location	Status	COD
Solaris West	Solar PV	450	Pecos County, TX	Operating	Q3 2020
Red Mesa Wind	Onshore Wind	380	Custer County, OK	Operating	Q1 2019
Painted Rock Solar	Solar PV	320	Maricopa County, AZ	Operating	Q4 2020
Pronghorn Wind	Onshore Wind	510	Nolan County, TX	Operating	Q2 2021
Brazos Storage	Battery (Li-ion)	200 MW / 800 MWh	Fort Bend County, TX	Operating	Q4 2021
Mesquite Wind	Onshore Wind	420	Oldham County, TX	Under Construction	Exp. Q3 2022
Cimarron Solar	Solar PV	350	Doña Ana County, NM	Under Construction	Exp. Q1 2023
Silverleaf Wind	Onshore Wind	600	Irion County, TX	Development	Exp. Q4 2024
Copper Basin Solar + Storage	Solar PV + BESS	750 + 300 MW / 1,200 MWh	Riverside County, CA	Development	Exp. Q2 2025
Item	Detail
Common stock offered by us	[●] shares (approximately 16,895,455 shares), representing approximately $371,700,000 in primary proceeds at the assumed midpoint price of $22.00 per share
Common stock offered by the selling stockholder	6,818,182 shares (approximately $150,000,000 at $22.00 per share)

Overallotment option	Up to 3,559,091 additional shares of common stock (approximately $78,300,000 at the assumed midpoint price), exercisable by the underwriters for 30 days from the date of this prospectus
Total shares offered (base offering)	23,713,636 shares
Total shares offered (assuming full exercise of overallotment option)	27,272,727 shares
Common stock outstanding before this offering	100,000,000 shares (on a fully diluted basis, giving effect to the reclassification of our capital stock in connection with this offering)
Common stock to be outstanding after this offering (base offering, no overallotment)	123,713,636 shares
Common stock to be outstanding after this offering (assuming full exercise of overallotment option)	127,272,727 shares
Assumed initial public offering price	$22.00 per share (the midpoint of the estimated price range of $[●] to $[●] per share)
Par value	$0.01 per share
Proposed NYSE listing	Under the ticker symbol "CBRI"
FY 2019	FY 2020	FY 2021	Q1 2022 (unaudited)
Revenue	$312.8M	$401.5M	$487.3M	$131.4M
Adjusted EBITDA (1)	$138.7M	$179.2M	$218.6M	$59.8M
Net Income (Loss)	($22.4M)	$14.1M	$41.7M	$8.3M
Actual	Pro Forma (as adjusted) (1)
Cash and cash equivalents	$185.0M	$[●]M
Total assets	$3,940.0M	$[●]M
Total debt	$1,710.0M	$[●]M (reflecting approximately $200M Term Loan B repayment)
Total stockholders' equity	$[●]M	$[●]M
FY 2019	FY 2020	FY 2021	Q1 2022
Operating Capacity (GW)	2.1	2.9	3.8	3.8
Under Construction (GW)	—	—	—	1.4
Development Pipeline (GW)	—	—	—	6.2
Name	Title
Garrett Calloway	Co-Founder, Chairman & Chief Executive Officer
Elaine Briggs	Co-Founder & President, Development

Marcus Yoon	Chief Financial Officer
Sandra Haverford	General Counsel & Corporate Secretary
Dale Renfroe	Chief Operating Officer
Priya Anand	Senior Vice President, Finance & Treasurer
Tomás Quintero	Senior Vice President, Project Development
Rachel Whitmore	Chief People Officer
Name	Affiliation	Independence
Garrett Calloway	CBR (Chairman & CEO)	Non-independent (management)
Elaine Briggs	CBR (President)	Non-independent (management)
Hugh Pemberton	Pinnacle Vista Capital Partners	Non-independent (investor designee)
Diane Kovac	Pinnacle Vista Capital Partners	Non-independent (investor designee)
Warren Okoro	Independent	Independent
Catherine Liang	Independent	Independent
Richard Estavez	Independent	Independent
Facility	Agent / Counterparty	Commitment / Invested	Outstanding (12/31/2021)	Maturity
Corporate Revolving Credit Facility	Veltrano National Bank (Admin. Agent)	$400,000,000	$[●]	January 2027
Corporate Term Loan B	Veltrano National Bank (Admin. Agent)	$650,000,000	$612,500,000	January 2029
Tax-Equity Partnership (Solaris West)	Veltara Basin Financial LLC	$280,000,000 invested	—	Flip in 2028
Construction-to-Term Facility (Mesquite Wind)	Prairie Commercial Bank, N.A.	$165,000,000	$[●]	Conversion Dec. 2024
Construction-to-Term Facility (Cimarron Solar)	Prairie Commercial Bank, N.A.	$143,000,000	$[●]	Conversion Mar. 2025
Total Debt	$1,710,000,000

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED [●], 2022
PRELIMINARY PROSPECTUS
CALLOWAY-BRIGGS RENEWABLES INC.
23,713,636 Shares of Common Stock
Par Value $0.01 Per Share
This is the initial public offering of shares of common stock of Calloway-Briggs Renewables Inc. No public market currently exists for our common stock. We are offering shares of our common stock at an assumed initial public offering price of $22.00 per share, which is the midpoint of the estimated price range of $[●] to $[●] per share.
Primary and Secondary Offering. Calloway-Briggs Renewables Inc. (the "Company") is offering [●] shares of common stock (the "primary shares"), representing approximately $371,700,000 of the base offering at the assumed midpoint price of $22.00 per share. Pinnacle Vista Capital Partners III, LP (the "selling stockholder") is offering 6,818,182 shares of common stock (the "secondary shares"), representing approximately $150,000,000 of the base offering at $22.00 per share. The Company will not receive any proceeds from the sale of shares by the selling stockholder. See "Principal and Selling Stockholders."
Listing. Application has been made to list our common stock on the New York Stock Exchange (the "NYSE") under the ticker symbol "CBRI." NYSE Listing Application No. NYSE-2022-04218. No assurance can be given that such listing will be approved.
Underwriter Allocation (Base Offering)
Overallotment Option. The Company has granted the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 3,559,091 additional shares of common stock at the initial public offering price, less the underwriting discount, to cover overallotments, if any. These additional shares represent approximately $78,300,000 at the assumed midpoint price of $22.00 per share. If the underwriters exercise the overallotment option in full, the total offering size will be 27,272,727 shares, representing aggregate gross proceeds of approximately $600,000,000.
Underwriting discount and Proceeds
Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page [●] of this prospectus for a discussion of the factors you should carefully consider before deciding to invest in our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Delivery and Settlement. The underwriters expect to deliver the shares of common stock to purchasers on or about [●], 2022, through the book-entry facilities of The Depository Trust Company.
Controlled Company Status. Upon completion of this offering, Pinnacle Vista Capital Partners III, LP, together with shares held by our founders, will control approximately [●]% of the voting power of our outstanding common stock. As a result, we expect to be a "controlled company" within the meaning of the corporate governance rules of the NYSE. See "Risk Factors" and "Management and Board of Directors" for additional information regarding the implications of our controlled company status.
Joint Book-Running Managers
Hargrove Keating & Co. Linden Pratt Securities Graymont Brothers
Co-Managers
Barfield Stuart & Co. Crane Whitley Capital
The date of this prospectus is [●], 2022.
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PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully, including the sections entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the consolidated financial statements and related notes thereto included elsewhere in this prospectus, before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements."
Unless the context requires otherwise, references in this prospectus to "CBR," "Calloway-Briggs," the "Company," "we," "us," and "our" refer to Calloway-Briggs Renewables Inc. and its consolidated subsidiaries. All references to "dollars" or "$" are to United States dollars. We report our financial results on a fiscal year basis ending December 31. References to "FY 2021," for example, refer to the fiscal year ended December 31, 2021.
Our Company
Overview. Calloway-Briggs Renewables Inc. is a leading developer, owner, and operator of utility-scale renewable energy and battery storage projects across the United States. We focus on the development, financing, construction, and long-term operation of utility-scale solar photovoltaic ("solar PV"), onshore wind, and battery energy storage systems ("BESS") that deliver clean, reliable, and competitively priced electricity to utilities, municipalities, cooperatives, and corporate offtakers.
Calloway-Briggs Renewables Inc. was incorporated in the State of Delaware and is headquartered at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. The Company was founded in 2014 by Garrett Calloway and Elaine Briggs, who identified an opportunity to build a vertically integrated platform capable of developing renewable energy projects from early-stage origination through commercial operation and long-term asset management. Since our founding, we have grown from a two-person development shop into a fully integrated independent power producer with a diversified portfolio spanning three complementary technologies — utility-scale solar PV, onshore wind, and battery energy storage — positioned across some of the most attractive renewable energy markets in the continental United States.
Our geographic footprint encompasses operations in Texas, New Mexico, Arizona, California, and Oklahoma, where we benefit from strong renewable energy resources, well-developed transmission infrastructure, supportive state-level regulatory environments, and robust wholesale power markets. As of the date of this prospectus, we employ approximately 1,240 full-time employees across our corporate headquarters in Austin, Texas, our regional development offices, and our operating project sites.
Operating Portfolio and Pipeline
We have built a substantial and growing portfolio of renewable energy and storage assets, consisting of the following:
• Operating capacity: 3.8 GW across 22 projects located in Texas, New Mexico, Arizona, California, and Oklahoma. Our operating portfolio generates revenue through a combination of long-term power purchase agreements ("PPAs") with investment-grade counterparties, merchant energy sales, and ancillary services revenue.
• Under construction: 1.4 GW of projects that are fully permitted, fully financed, and actively under construction, which we expect to reach commercial operation during 2022 and early 2023.
• Development pipeline: 6.2 GW of identified projects at various stages of development, ranging from early-stage site control and resource assessment through advanced-stage permitting, interconnection queue position, and offtake origination.
• Total potential portfolio: Approximately 11.4 GW, which represents the aggregate of our operating, under-construction, and development-stage projects. We believe our development pipeline provides substantial multi-year growth visibility and positions us to capitalize on the accelerating demand for clean energy across the United States.
Key Operating Projects
The following table summarizes certain of our most significant projects:
Our operating projects benefit from high-quality renewable energy resources, long-term contracted revenue streams, and efficient operating practices that we have refined over multiple development cycles. Our under-construction and development-stage projects are designed to leverage the same site selection discipline, engineering standards, and operational expertise that have enabled us to successfully bring 3.8 GW of capacity to commercial operation.
Competitive Strengths. We believe the following competitive strengths differentiate us from other renewable energy developers and position us for continued growth:
• Diversified portfolio across solar, wind, and battery storage technologies. Our multi-technology platform reduces our exposure to any single resource type, provides diversification across generation profiles and revenue streams, and enables us to offer integrated solutions — including co-located solar-plus-storage projects — to our offtake counterparties.
• Strong development pipeline providing multi-year growth visibility. Our 6.2 GW development pipeline represents a significant inventory of future growth opportunities. We have a disciplined approach to pipeline management, advancing projects through defined stage gates that allow us to allocate development capital efficiently and manage risk across our portfolio.
• Experienced management team with deep industry expertise. Our management team, led by co-founders Garrett Calloway and Elaine Briggs, brings decades of combined experience in renewable energy development, project finance, power marketing, and utility-scale construction management. Our senior leadership team has collectively overseen the development, financing, and construction of more than 8 GW of renewable energy projects across their careers.
• Attractive geographic markets with strong renewable energy resources and supportive regulatory environments. We operate in five states — Texas, New Mexico, Arizona, California, and Oklahoma — that benefit from excellent solar irradiance and wind resources, robust and competitive wholesale electricity markets (including the Electric Reliability Council of Texas, the Southwest Power Pool, the Western Energy Imbalance Market, and the California Independent System Operator), and state-level renewable portfolio standards and clean energy mandates that support long-term demand for renewable generation.
• Long-term contracted revenue base through power purchase agreements. A substantial majority of our operating capacity is supported by long-term PPAs with investment-grade utilities, municipalities, cooperatives, and corporate offtakers. As of December 31, 2021, the weighted-average remaining contract life of our operating PPAs was approximately 14 years, providing significant revenue visibility and cash flow stability.
• Proven track record of project execution. Since our founding in 2014, we have successfully developed, financed, constructed, and brought to commercial operation 3.8 GW of renewable energy and storage capacity across 22 projects. Our development and construction track record demonstrates our ability to execute complex infrastructure projects on time and within budget.
• Scalable operating platform with proprietary SCADA and monitoring systems. We have invested in a centralized asset management and monitoring platform, including proprietary supervisory control and data acquisition ("SCADA") systems, remote diagnostics, and predictive maintenance capabilities, that enable us to efficiently manage a growing portfolio of geographically dispersed assets while optimizing performance and minimizing downtime.
Growth Strategy. Our growth strategy is designed to capitalize on the significant and expanding opportunity in the U.S. renewable energy market. Key elements of our growth strategy include:
• Execute on our 1.4 GW under-construction portfolio. We are currently constructing the Mesquite Wind project (420 MW, Oldham County, Texas; expected commercial operation date Q3 2022) and the Cimarron Solar project (350 MW, Doña Ana County, New Mexico; expected commercial operation date Q1 2023). Both projects are fully financed through construction-to-term credit facilities with Prairie Commercial Bank, N.A., and we expect them to contribute meaningful incremental revenue and Adjusted EBITDA upon reaching commercial operation.
• Advance our 6.2 GW development pipeline through permitting, interconnection, and offtake origination. We intend to systematically advance our development pipeline, targeting the conversion of approximately 1.0 GW to 1.5 GW of development-stage capacity to construction-ready status annually. This effort involves securing all necessary federal, state, and local permits; advancing through interconnection study processes and securing transmission service agreements; and originating and executing long-term PPAs with creditworthy counterparties.
• Pursue selective acquisitions of operating and development-stage renewable energy assets. We intend to supplement our organic growth with disciplined acquisition activity, targeting operating renewable energy assets with contracted cash flows as well as development-stage portfolios that can be integrated into our existing platform. We believe our operating expertise, financial resources, and market relationships position us to identify and execute attractive acquisition opportunities.
• Expand battery energy storage capabilities. Building on the successful development and commissioning of our 200 MW / 800 MWh Brazos Storage project in Fort Bend County, Texas, we intend to significantly expand our battery energy storage capabilities. Our Copper Basin Solar + Storage project in Riverside County, California (750 MW solar PV + 300 MW / 1,200 MWh BESS) represents a key element of this strategy. We believe that battery storage is an increasingly critical component of the renewable energy value chain, enabling grid reliability, time-shifting of renewable generation, and participation in high-value ancillary services markets.
• Capitalize on federal and state incentives. We intend to continue to benefit from available federal and state incentives for renewable energy development, including the federal Investment Tax Credit ("ITC") for solar and storage projects and the federal Production Tax Credit ("PTC") for wind projects. We also expect to benefit from state-level incentives, renewable portfolio standards, and clean energy mandates in each of the states in which we operate.
Our Sponsor — Pinnacle Vista Capital Partners
Pinnacle Vista Capital Partners, LP is a New York-based private equity firm with approximately $14.2 billion in assets under management across four flagship funds. The firm focuses on investments in the energy, infrastructure, and industrial sectors, with a particular emphasis on energy transition and decarbonization themes. The general partner of Pinnacle Vista Capital Partners, LP is Pinnacle Vista Capital Management LLC, which was co-founded and is managed by Hugh Pemberton and Diane Kovac.
Pinnacle Vista Capital Partners III, LP (the "Series III Fund"), a 2016 vintage fund with total committed capital of $4.8 billion, made an initial equity investment of $385 million in CBR in 2017, followed by a $120 million follow-on investment in 2019, for aggregate invested capital of $505 million. The Series III Fund's investment in CBR has been instrumental in funding the Company's growth from approximately 1.0 GW of operating capacity at the time of the initial investment to its current 3.8 GW operating portfolio.
Prior to this offering, Pinnacle Vista Capital Partners III, LP holds approximately 62% of our fully diluted common stock. In connection with this offering, Pinnacle Vista will sell 6,818,182 shares of our common stock, representing approximately $150,000,000 at the assumed midpoint price of $22.00 per share. The Company will not receive any proceeds from the sale of shares by Pinnacle Vista.
Following this offering (assuming no exercise of the overallotment option), Pinnacle Vista Capital Partners III, LP will hold approximately [●]% of our outstanding common stock. Hugh Pemberton and Diane Kovac serve on our board of directors as designees of Pinnacle Vista Capital Partners III, LP, pursuant to the terms of a director nomination agreement that will be entered into in connection with this offering.
For additional information regarding Pinnacle Vista's ownership of our common stock and its relationship with the Company, see "Certain Relationships and Related-Party Transactions" and "Principal and Selling Stockholders."
Our Corporate Structure
Calloway-Briggs Renewables Inc. is the publicly traded parent entity that will serve as the issuer of the shares of common stock offered hereby. Our corporate structure is organized as follows:
• Calloway-Briggs Renewables Inc. (Delaware corporation) — the publicly traded parent entity and issuer.
• CBR Holdings LLC (Delaware limited liability company, 100% owned by Calloway-Briggs Renewables Inc.) — serves as an intermediate holding company through which we hold our interest in our principal operating subsidiary.
• Calloway-Briggs Operating Company LLC (Texas limited liability company, 100% owned by CBR Holdings LLC) — our principal operating entity, through which we conduct substantially all of our business operations.
• Project-Level Special-Purpose Vehicles. Each of our renewable energy and storage projects is held through a separate special-purpose vehicle ("SPV") that is wholly owned by Calloway-Briggs Operating Company LLC. This project-level SPV structure is customary in the renewable energy industry and facilitates project-level financing, tax-equity investment, and risk isolation. Our principal project-level SPVs include:
• 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)
Our registered agent in the State of Delaware is Capitol Statutory Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. Our Employer Identification Number ("EIN") is 83-4027615.
An organizational chart depicting the complete parent-subsidiary chain, including all material subsidiaries, is included elsewhere in this prospectus. See "Our Corporate Structure."
Summary Risk Factors
Investing in our common stock involves substantial risk. You should carefully consider all of the information set forth in this prospectus, and in particular, you should evaluate the specific factors set forth under "Risk Factors" beginning on page [●] of this prospectus, before deciding whether to invest in our common stock. The following is a summary of certain of the principal risks associated with an investment in our common stock. This summary is not exhaustive and is qualified in its entirety by reference to the more detailed discussion of risk factors appearing elsewhere in this prospectus.
• Industry and market risks. Our business depends in part on the availability and continuation of governmental incentives for renewable energy, including the federal Investment Tax Credit and Production Tax Credit. Changes in renewable energy policy at the federal or state level, reductions or eliminations of tax incentives, adverse changes in renewable portfolio standards, or unfavorable shifts in the political or regulatory landscape could materially and adversely affect our business. In addition, fluctuations in wholesale electricity prices and natural gas prices, increased competition from other renewable energy developers, conventional power generators, and emerging technologies, and general macroeconomic conditions could adversely impact our revenue and profitability.
• Operational risks. The development and construction of utility-scale renewable energy projects involve significant risks, including the potential for project delays, construction cost overruns, equipment supply chain disruptions, and performance shortfalls relative to expectations. We rely on third-party engineering, procurement, and construction ("EPC") contractors and equipment suppliers, including turbine manufacturers, solar panel manufacturers, and battery system integrators, and the failure of any such counterparty to perform its obligations could adversely affect our projects. Technology risk, including the potential for underperformance or premature degradation of solar panels, wind turbines, or battery systems, could reduce expected generation or storage capacity. Transmission and interconnection constraints, including delays in interconnection queue processing by regional transmission organizations and independent system operators, could delay or prevent the commercial operation of our projects.
• Financial risks. As of December 31, 2021, we had $1.71 billion of total debt outstanding, which subjects us to significant debt service obligations and financial risk. Our credit facilities contain restrictive covenants that limit our operational and financial flexibility, including restrictions on our ability to incur additional indebtedness, make investments, pay dividends, and engage in certain transactions. We depend on tax-equity financing and partnership-flip structures to monetize tax credits generated by our projects, and the availability and terms of tax-equity financing are subject to market conditions, changes in tax law, and investor appetite. The hypothetical liquidation at book value ("HLBV") accounting methodology that we use to allocate earnings and losses among the partners in our tax-equity structures introduces complexity into our financial reporting and may result in volatility in our reported earnings.
• Regulatory and environmental risks. Our projects are subject to extensive federal and state permitting requirements, including environmental review under the National Environmental Policy Act, state environmental quality acts, and various other federal, state, and local laws and regulations. We are subject to regulation by the Federal Energy Regulatory Commission ("FERC"), the North American Electric Reliability Corporation ("NERC"), and various state public utility commissions. Failure to obtain or maintain necessary permits, licenses, and regulatory approvals, or changes in applicable laws and regulations, could adversely affect our ability to develop, construct, and operate our projects.
• Tax-equity structure risks. We rely on tax-equity partnerships to monetize the ITC and PTC generated by our projects. These structures involve the risk of ITC recapture if the underlying projects fail to satisfy the applicable placed-in-service and continuous operation requirements during the five-year recapture period. The timing and mechanics of partnership-flip transactions, pursuant to which tax-equity investors' allocations of income, loss, and cash distributions change upon achieving a target rate of return, are complex and subject to IRS scrutiny. The HLBV methodology used to account for these structures may result in allocations of income and loss that differ from the underlying economics of the partnership.
• Controlled company risks. Following this offering, Pinnacle Vista Capital Partners III, LP, together with shares held by our founders, will continue to beneficially own a majority of the voting power of our outstanding common stock. As a result, we expect to qualify as a "controlled company" under the corporate governance rules of the NYSE and may elect to rely on certain exemptions from the independence requirements applicable to the board of directors and its committees. This concentrated ownership may limit the ability of other stockholders to influence corporate matters and may discourage or prevent a change of control of the Company that other stockholders might consider beneficial.
• Offering-related risks. Prior to this offering, there has been no public market for our common stock, and we cannot assure you that an active, liquid, and orderly trading market will develop or be maintained. The market price of our common stock may be volatile and could decline significantly below the initial public offering price. The expiration of lock-up agreements 180 days following the date of the final prospectus could result in substantial sales of our common stock in the public market, which could adversely affect the market price of our common stock. Purchasers of our common stock in this offering will experience immediate dilution in net tangible book value per share as a result of the offering, and may experience additional dilution in the future as a result of equity awards under our 2022 Omnibus Equity Incentive Plan and our 2022 Employee Stock Purchase Plan.
• Material adverse effect risks. Certain events or conditions, whether individually or in the aggregate, could constitute a material adverse effect on our business, financial condition, results of operations, cash flows, or prospects. Investors should carefully evaluate the full scope of risk factors described elsewhere in this prospectus.
The Offering
The following table summarizes the principal terms of this offering:
Use of Proceeds
We estimate that the net proceeds to the Company from the sale of the primary shares in this offering (after deducting the underwriting discount of 5.50% and estimated offering expenses payable by us) will be approximately $[●] million (or approximately $[●] million if the underwriters exercise their overallotment option in full), based on an assumed initial public offering price of $22.00 per share.
We intend to use the net proceeds from this offering as follows:
• Approximately $200 million to repay a portion of the outstanding balance under our Corporate Term Loan B facility with Veltrano National Bank, as administrative agent (outstanding balance of $612.5 million as of December 31, 2021; LIBOR + 275 basis points; maturity January 2029). Following such repayment, the outstanding balance under the Term Loan B facility would be reduced to approximately $412.5 million.
• Approximately $100 million to fund the continued construction of the Cimarron Solar project, a 350 MW utility-scale solar PV project located in Doña Ana County, New Mexico, which we expect to achieve commercial operation in the first quarter of 2023.
• Approximately $71.7 million for general corporate purposes, including working capital, capital expenditures, and potential acquisitions of operating and development-stage renewable energy assets, although we have not identified any specific acquisition targets as of the date of this prospectus.
We will not receive any proceeds from the sale of shares by the selling stockholder, Pinnacle Vista Capital Partners III, LP. All proceeds from the sale of secondary shares will be received by the selling stockholder.
Pending the application of the net proceeds as described above, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing securities or hold them as cash and cash equivalents.
Dividend Policy. We do not anticipate paying any cash dividends on our common stock for the foreseeable future. We intend to retain all available funds and future earnings, if any, for the development, operation, and expansion of our business. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, general business conditions, and such other factors as our board of directors may deem relevant.
Our ability to pay dividends is further restricted by certain covenants in our credit agreements with Veltrano National Bank, as administrative agent, which limit the payment of dividends and other restricted payments unless certain financial conditions are satisfied. See "Description of Indebtedness."
Lock-Up Agreements. In connection with this offering, we, all of our directors, all of our executive officers, Pinnacle Vista Capital Partners III, LP, and holders of 1% or more of our pre-IPO common stock (approximately 18 persons and entities in total) have agreed, subject to certain exceptions, not to offer, pledge, sell, contract to sell, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of our common stock, for a period of 180 days following the date of the final prospectus relating to this offering, without the prior written consent of Hargrove Keating & Co.
The foregoing lock-up restrictions are subject to early release with the prior written consent of Hargrove Keating & Co., at its sole discretion, or upon the occurrence of a Change of Control (as defined in the lock-up agreements). The lock-up agreements also contain customary carve-outs for:
(a) transfers to affiliates of the locked-up party, provided that such affiliate agrees to be bound by the same lock-up restrictions;
(b) estate-planning transfers, including transfers to trusts, family members, or charitable organizations;
(c) the adoption (but not the execution) of Rule 10b5-1 trading plans under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and
(d) pledges of shares to lending institutions as collateral for bona fide indebtedness, provided that no foreclosure or other disposition of such pledged shares occurs during the lock-up period.
See "Shares Eligible for Future Sale" and "Underwriting" for a more detailed description of the lock-up arrangements.
Controlled Company Status
Following the completion of this offering, Pinnacle Vista Capital Partners III, LP, together with shares held by our founders, Garrett Calloway and Elaine Briggs, will beneficially own a majority of the voting power of our outstanding common stock. As a result, we expect to qualify as a "controlled company" within the meaning of the corporate governance listing standards of the NYSE. Under the NYSE rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group, or another company is a "controlled company" and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:
• a majority of the board of directors consist of independent directors;
• the compensation committee be composed entirely of independent directors; and
• director nominees be selected, or recommended for the board's selection, either by a nominating/corporate governance committee composed entirely of independent directors or by a majority of the independent directors.
We may elect to utilize some or all of these exemptions for so long as we remain a controlled company. If we cease to be a controlled company, we will be required to comply with these provisions within the applicable transition periods. See "Management and Board of Directors — Controlled Company Exemption."
Emerging Growth Company Status
We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") because our total annual gross revenue for the fiscal year ended December 31, 2021 was $487.3 million, which is below the $1.235 billion threshold established under the JOBS Act (as adjusted for inflation).
As an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to:
• reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;
• exemption from the requirement to obtain an attestation report from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act");
• extended transition periods for complying with new or revised accounting standards; and
• exemption from the requirement to comply with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and financial statements.
We may take advantage of these exemptions until we no longer qualify as an emerging growth company. We will cease to be an emerging growth company on the earliest of: (i) the last day of the first fiscal year in which our annual gross revenue equals or exceeds $1.235 billion; (ii) the last day of the fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the preceding three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the date on which we are deemed to be a "large accelerated filer" under the Exchange Act. See "Risk Factors — Risks Related to This Offering."
Risk Factors. See "Risk Factors" beginning on page [●] of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.
Summary Historical and Pro Forma Financial Data
The following tables set forth our summary historical consolidated financial data for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021 (each audited by Ashford & Pemberton LLP, our independent registered public accounting firm) and for the three months ended March 31, 2022 (unaudited). The summary pro forma financial data gives effect to the offering and the application of net proceeds as described under "Use of Proceeds," as if such transactions had occurred on December 31, 2021 (for balance sheet data) or at the beginning of the earliest period presented (for income statement data).
The summary financial data set forth below should be read in conjunction with "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the consolidated financial statements and the related notes thereto included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future, and our results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022 or any other period.
Summary Consolidated Statements of Operations Data
(1) Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss) plus interest expense, net, income tax expense (benefit), depreciation and amortization, stock-based compensation expense, unrealized gains (losses) on derivative instruments, acquisition and transaction-related costs, and certain other non-recurring items. We believe Adjusted EBITDA is a useful measure because it allows management and investors to evaluate our operating performance exclusive of certain non-cash and non-recurring items that do not directly reflect our core business operations. Adjusted EBITDA is not a measure defined under accounting principles generally accepted in the United States of America ("GAAP") and should not be considered as an alternative to net income (loss), cash flows from operating activities, or any other measure of financial performance derived in accordance with GAAP. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures" for a reconciliation of Adjusted EBITDA to GAAP net income (loss), the most directly comparable GAAP measure.
Summary Consolidated Balance Sheet Data (as of December 31, 2021)
(1) Pro forma as adjusted to give effect to (i) the sale of [●] shares of common stock by us in this offering at an assumed initial public offering price of $22.00 per share, after deducting the underwriting discount of 5.50% and estimated offering expenses payable by us, and (ii) the application of net proceeds from this offering as described under "Use of Proceeds," including the repayment of approximately $200 million of the outstanding balance under our Corporate Term Loan B facility with Veltrano National Bank, as administrative agent. This pro forma presentation does not give effect to the sale of shares by the selling stockholder, from which we will not receive any proceeds.
Summary Operational Data
Our Management Team
Our management team is led by our co-founders, Garrett Calloway and Elaine Briggs, who founded CBR in 2014 and have collectively overseen the growth of the Company from inception to its current 3.8 GW operating portfolio. Our senior management team combines deep industry expertise in renewable energy development, project finance, power marketing, engineering, and corporate management. The following table sets forth certain information regarding our executive officers:
See "Management and Board of Directors" for complete biographical information regarding each of our executive officers.
Our Board of Directors
Upon the completion of this offering, our board of directors will consist of seven members, as set forth below:
Warren Okoro has been designated as the "audit committee financial expert" (as defined under the rules and regulations of the SEC) and will serve as the chairperson of the audit committee of our board of directors. Each of Mr. Okoro, Ms. Liang, and Mr. Estavez satisfies the independence requirements of the NYSE listing standards and Rule 10A-3 under the Exchange Act. See "Management and Board of Directors" for complete biographical information regarding each of our directors and for a description of committee assignments.
Our Principal and Registered Offices
• Principal Executive Offices: 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746
• Telephone: [●]
• Website: [●]
Information contained on, or accessible through, our website does not constitute part of this prospectus and should not be relied upon in connection with making any investment decision with respect to our common stock. The inclusion of our website address in this prospectus is an inactive textual reference only.
• Delaware Registered Agent: Capitol Statutory Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801
Summary of Existing Indebtedness
The following table summarizes certain information regarding our material indebtedness as of December 31, 2021:
Our Corporate Revolving Credit Facility and Corporate Term Loan B are governed by a single credit agreement, dated as of January 15, 2021, among Calloway-Briggs Operating Company LLC, as borrower, Calloway-Briggs Renewables Inc. and CBR Holdings LLC, as guarantors, Veltrano National Bank, as administrative agent, and the lenders from time to time party thereto. The credit agreement contains customary affirmative and negative covenants, including financial maintenance covenants requiring us to maintain a maximum consolidated net leverage ratio and a minimum consolidated interest coverage ratio.
See "Description of Indebtedness" for a more complete description of our debt obligations, including the material terms and conditions of each of our credit facilities and the tax-equity partnership arrangement.
Equity Incentive Plans
In connection with this offering, we intend to adopt the following equity compensation plans:
2022 Omnibus Equity Incentive Plan. We intend to adopt the Calloway-Briggs Renewables Inc. 2022 Omnibus Equity Incentive Plan (the "2022 Plan") prior to the completion of this offering. The 2022 Plan will provide for a reserve of 12,727,273 shares of our common stock, representing 10% of the post-IPO outstanding shares on a fully-exercised basis (based on 127,272,727 shares outstanding assuming full exercise of the overallotment option). The 2022 Plan will authorize the compensation committee of our board of directors (or, in the case of awards to non-employee directors, the full board) to grant stock options (both incentive stock options and non-qualified stock options), restricted stock units ("RSUs"), performance stock units ("PSUs"), stock appreciation rights, restricted stock awards, and other equity-based awards. The 2022 Plan will include an "evergreen" provision pursuant to which the number of shares available for issuance under the 2022 Plan will automatically increase on the first day of each fiscal year, beginning with fiscal year 2023, by an amount equal to the lesser of (i) 2% of the total shares of common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as the board of directors may determine.
2022 Employee Stock Purchase Plan. We intend to adopt the Calloway-Briggs Renewables Inc. 2022 Employee Stock Purchase Plan (the "2022 ESPP") prior to the completion of this offering. The 2022 ESPP will provide for a reserve of 2,545,455 shares of our common stock, representing 2% of the post-IPO outstanding shares (based on 127,272,727 shares outstanding assuming full exercise of the overallotment option). The 2022 ESPP will allow eligible employees to purchase shares of our common stock at a 15% discount to the lower of the fair market value of our common stock on the first day or the last day of each six-month offering period. The 2022 ESPP is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended.
See "Executive Compensation" for additional information regarding our equity incentive plans, including a description of the material terms of the 2022 Plan and the 2022 ESPP.
Additional Information
Our SEC Central Index Key ("CIK") number is 0001948372. We have filed a registration statement on Form S-1 (File No. 333-[●]) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of common stock offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement, certain portions of which have been omitted in accordance with the rules and regulations of the SEC. For further information pertaining to us and the shares of common stock offered hereby, reference is made to the registration statement, including the exhibits and schedules thereto. Statements contained in this prospectus regarding the contents of any contract, agreement, or other document are not necessarily complete, and in each instance, reference is made to the copy of such contract, agreement, or document filed as an exhibit to the registration statement. The registration statement, including the exhibits thereto, may be inspected and copied at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, and copies may be obtained at prescribed rates from the SEC's Public Reference Room. In addition, the registration statement, including the exhibits thereto, is available on the SEC's website at www.sec.gov.
Transfer Agent and Registrar. The transfer agent and registrar for our common stock is Continental Shareowner Services, Inc., 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004.
Underwriter | Number of Shares | Approximate Dollar Amount
Hargrove Keating & Co. (lead-left book-running manager) | 9,485,455 | $208,680,000
Linden Pratt Securities LLC | 5,928,409 | $130,425,000
Graymont Brothers Inc. | 4,742,727 | $104,340,000
Barfield Stuart & Co. | 2,371,364 | $52,170,000
Crane Whitley Capital LLC | 1,185,682 | $26,085,000
Total | 23,713,636 | $521,700,000
Per Share | Total (No Overallotment) | Total (Full Overallotment)
Public offering price | $22.00 | $521,700,000 | $600,000,000
Underwriting discount (5.50%) | $1.21 | $28,693,500 | $33,000,000
Proceeds to the Company (before expenses) | $20.79 | $351,506,500 | —
Proceeds to the selling stockholder (before expenses) | $20.79 | $141,763,650 | —
Project Name | Technology | Capacity (MW) | Location | Status | COD
Solaris West | Solar PV | 450 | Pecos County, TX | Operating | Q3 2020
Red Mesa Wind | Onshore Wind | 380 | Custer County, OK | Operating | Q1 2019
Painted Rock Solar | Solar PV | 320 | Maricopa County, AZ | Operating | Q4 2020
Pronghorn Wind | Onshore Wind | 510 | Nolan County, TX | Operating | Q2 2021
Brazos Storage | Battery (Li-ion) | 200 MW / 800 MWh | Fort Bend County, TX | Operating | Q4 2021
Mesquite Wind | Onshore Wind | 420 | Oldham County, TX | Under Construction | Exp. Q3 2022
Cimarron Solar | Solar PV | 350 | Doña Ana County, NM | Under Construction | Exp. Q1 2023
Silverleaf Wind | Onshore Wind | 600 | Irion County, TX | Development | Exp. Q4 2024
Copper Basin Solar + Storage | Solar PV + BESS | 750 + 300 MW / 1,200 MWh | Riverside County, CA | Development | Exp. Q2 2025
Item | Detail
Common stock offered by us | [●] shares (approximately 16,895,455 shares), representing approximately $371,700,000 in primary proceeds at the assumed midpoint price of $22.00 per share
Common stock offered by the selling stockholder | 6,818,182 shares (approximately $150,000,000 at $22.00 per share)
Overallotment option | Up to 3,559,091 additional shares of common stock (approximately $78,300,000 at the assumed midpoint price), exercisable by the underwriters for 30 days from the date of this prospectus
Total shares offered (base offering) | 23,713,636 shares
Total shares offered (assuming full exercise of overallotment option) | 27,272,727 shares
Common stock outstanding before this offering | 100,000,000 shares (on a fully diluted basis, giving effect to the reclassification of our capital stock in connection with this offering)
Common stock to be outstanding after this offering (base offering, no overallotment) | 123,713,636 shares
Common stock to be outstanding after this offering (assuming full exercise of overallotment option) | 127,272,727 shares
Assumed initial public offering price | $22.00 per share (the midpoint of the estimated price range of $[●] to $[●] per share)
Par value | $0.01 per share
Proposed NYSE listing | Under the ticker symbol "CBRI"
FY 2019 | FY 2020 | FY 2021 | Q1 2022 (unaudited)
Revenue | $312.8M | $401.5M | $487.3M | $131.4M
Adjusted EBITDA (1) | $138.7M | $179.2M | $218.6M | $59.8M
Net Income (Loss) | ($22.4M) | $14.1M | $41.7M | $8.3M
Actual | Pro Forma (as adjusted) (1)
Cash and cash equivalents | $185.0M | $[●]M
Total assets | $3,940.0M | $[●]M
Total debt | $1,710.0M | $[●]M (reflecting approximately $200M Term Loan B repayment)
Total stockholders' equity | $[●]M | $[●]M
FY 2019 | FY 2020 | FY 2021 | Q1 2022
Operating Capacity (GW) | 2.1 | 2.9 | 3.8 | 3.8
Under Construction (GW) | — | — | — | 1.4
Development Pipeline (GW) | — | — | — | 6.2
Name | Title
Garrett Calloway | Co-Founder, Chairman & Chief Executive Officer
Elaine Briggs | Co-Founder & President, Development
Marcus Yoon | Chief Financial Officer
Sandra Haverford | General Counsel & Corporate Secretary
Dale Renfroe | Chief Operating Officer
Priya Anand | Senior Vice President, Finance & Treasurer
Tomás Quintero | Senior Vice President, Project Development
Rachel Whitmore | Chief People Officer
Name | Affiliation | Independence
Garrett Calloway | CBR (Chairman & CEO) | Non-independent (management)
Elaine Briggs | CBR (President) | Non-independent (management)
Hugh Pemberton | Pinnacle Vista Capital Partners | Non-independent (investor designee)
Diane Kovac | Pinnacle Vista Capital Partners | Non-independent (investor designee)
Warren Okoro | Independent | Independent
Catherine Liang | Independent | Independent
Richard Estavez | Independent | Independent
Facility | Agent / Counterparty | Commitment / Invested | Outstanding (12/31/2021) | Maturity
Corporate Revolving Credit Facility | Veltrano National Bank (Admin. Agent) | $400,000,000 | $[●] | January 2027
Corporate Term Loan B | Veltrano National Bank (Admin. Agent) | $650,000,000 | $612,500,000 | January 2029
Tax-Equity Partnership (Solaris West) | Veltara Basin Financial LLC | $280,000,000 invested | — | Flip in 2028
Construction-to-Term Facility (Mesquite Wind) | Prairie Commercial Bank, N.A. | $165,000,000 | $[●] | Conversion Dec. 2024
Construction-to-Term Facility (Cimarron Solar) | Prairie Commercial Bank, N.A. | $143,000,000 | $[●] | Conversion Mar. 2025
Total Debt | $1,710,000,000

PRELIMINARY PROSPECTUS

CALLOWAY-BRIGGS RENEWABLES INC.

PROSPECTUS SUMMARY

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