1015-00001 · Graymont Brothers Inc · Registration Statement

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UNDERWRITING

The following section forms part of the prospectus included in the Registration Statement on Form S-1 filed by Calloway-Briggs Renewables Inc. with the Securities and Exchange Commission in connection with the proposed initial public offering of shares of its common stock. This offering was placed in dormant status on June 17, 2022, and the registration statement has not been declared effective. This section reflects the near-final draft as of that date, with pricing terms shown at the assumed filing-range midpoint of $22.00 per share. All terms remain subject to change upon any reactivation of the offering. See "Dormancy Notice" below.

General; Identification of Underwriters

Calloway-Briggs Renewables Inc. (the "Company," "CBR," "we," "us," or "our") and Pinnacle Vista Capital Partners III, LP (the "selling stockholder") have entered into an underwriting agreement (the "Underwriting Agreement") with the several underwriters named below, for whom Hargrove Keating & Co. is acting as representative of the underwriters (the "Representative"). Subject to the terms and conditions set forth in the Underwriting Agreement, each of the underwriters has agreed, severally and not jointly, to purchase from the Company and the selling stockholder, and the Company and the selling stockholder have agreed to sell to each of the underwriters, the number of shares of common stock, par value $0.01 per share ("common stock"), set forth opposite such underwriter's name in the table below. The Underwriting Agreement provides that the obligation of the several underwriters to purchase the shares included in this offering is subject to approval of certain legal matters by counsel and to certain other conditions described under "— Conditions to Closing; Representations and Warranties" below.

Prescott, Danforth & Yee LLP, 1271 Avenue of the Americas, New York, NY 10020, is acting as counsel to the underwriters in connection with this offering.

The following table sets forth the names of the underwriters, together with the number of shares of common stock that each underwriter has severally agreed to purchase in the base offering:

The percentage of the base offering allocated to each underwriter, and the approximate dollar amount of shares to be purchased by each underwriter at the assumed midpoint public offering price of $22.00 per share, are as follows:

Hargrove Keating & Co. is acting as lead-left book-running manager and coordinating underwriter for this offering. Linden Pratt Securities LLC and Graymont Brothers Inc. are acting as joint book-running managers. Barfield Stuart & Co. and Crane Whitley Capital LLC are acting as co-managers for this offering.

The principal offices of each underwriter are located as follows:

• Hargrove Keating & Co.: 383 Madison Place, New York, NY 10017

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

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

• Barfield Stuart & Co.: 101 Federal Street, Boston, MA 02110

• Crane Whitley Capital LLC: 600 Travis Street, Suite 4400, Houston, TX 77002

Each of the underwriters named above is a broker-dealer registered with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA").

Primary and Secondary Shares

The offering consists of both primary shares being sold by the Company and secondary shares being sold by the selling stockholder.

Of the 23,713,636 shares of common stock being offered in the base offering (excluding any shares issuable upon exercise of the overallotment option described below):

• 16,895,455 shares are primary shares being sold by Calloway-Briggs Renewables Inc. At the assumed midpoint public offering price of $22.00 per share, the aggregate offering amount attributable to the primary shares is approximately $371,700,000 (before deducting the underwriting discount and estimated offering expenses payable by the Company).

• 6,818,182 shares are secondary shares being sold by Pinnacle Vista Capital Partners III, LP, the selling stockholder. At the assumed midpoint public offering price of $22.00 per share, the aggregate offering amount attributable to the secondary shares is approximately $150,000,000 (before deducting the underwriting discount).

The Company will not receive any of the proceeds from the sale of shares by the selling stockholder. The selling stockholder will receive all of the net proceeds attributable to the secondary shares after deducting the underwriting discount applicable to such shares.

The Company intends to use the net proceeds from the sale of the primary shares as follows:

• approximately $200,000,000 to repay a portion of the outstanding indebtedness under the Term Loan B facility with Veltrano National Bank, as administrative agent, which matures on March 15, 2027, and currently bears interest at a rate of SOFR plus 3.25% per annum;

• approximately $100,000,000 to fund construction costs associated with the Cimarron Solar project, the Company's 450-megawatt utility-scale solar generation facility currently under development in Cimarron County, Oklahoma, which is expected to achieve commercial operation in the fourth quarter of 2024; and

• approximately $71,700,000 for general corporate purposes, including working capital, capital expenditures, and potential future acquisitions or strategic investments.

For additional information regarding the Company's intended use of proceeds, see "Use of Proceeds" elsewhere in this prospectus.

Overallotment Option

The Company and the selling stockholder have granted to the underwriters an option, exercisable for a period of 30 days from and including the date of the final prospectus, to purchase up to an additional 3,559,091 shares of common stock (the "overallotment shares") at the public offering price, less the underwriting discount per share set forth on the cover page of this prospectus, solely for the purpose of covering over-allotments, if any. The overallotment option represents 15% of the number of shares offered in the base offering. At the assumed midpoint public offering price of $22.00 per share, the aggregate value of the overallotment shares is approximately $78,300,000.

If the underwriters exercise the overallotment option in full, the total number of shares of common stock offered in this offering would be 27,272,727 shares (consisting of the 23,713,636 base offering shares plus 3,559,091 overallotment shares), representing a total aggregate offering amount of approximately $600,000,000 at the assumed midpoint public offering price. In such event, the total underwriting discount would be approximately $33,000,000, and the total proceeds to the Company and the selling stockholder, before deducting estimated offering expenses, would be approximately $567,000,000.

The precise allocation of the overallotment shares between the Company (as primary shares) and the selling stockholder (as secondary shares) is to be determined at the time of pricing and will be set forth in the final prospectus.

To the extent the overallotment option is not exercised in full, each underwriter's commitment to purchase overallotment shares will be reduced on a pro rata basis in accordance with its percentage commitment set forth in the underwriter allocation table above.

Offering Price and Underwriting discount

The public offering price per share, the underwriting discount per share, and the proceeds per share to the Company and the selling stockholder (before deducting estimated offering expenses) are set forth on the cover page of this prospectus.

The assumed midpoint public offering price is $22.00 per share. The underwriting discount (or "gross spread") is 5.50% of the public offering price, which equals $1.21 per share (calculated as $22.00 × 5.50%). The net proceeds per share to the Company and the selling stockholder, before deducting estimated offering expenses, are $20.79 per share ($22.00 minus $1.21).

The following table summarizes the public offering price, the underwriting discount, and the proceeds to the Company and the selling stockholder, on a per share and aggregate basis, assuming both no exercise and full exercise of the overallotment option:

Note: The precise allocation of the aggregate proceeds between the Company and the selling stockholder upon full exercise of the overallotment option will be determined at the time of pricing and will depend upon the allocation of overallotment shares between the Company and the selling stockholder.

Allocation of Gross Spread

The underwriting discount consists of the following components, which are expressed as a percentage of the total underwriting discount:

• Management fee: 20% of the total underwriting discount. Assuming full exercise of the overallotment option and a total underwriting discount of $33,000,000, the management fee would equal $6,600,000. The management fee is payable to the book-running managers in accordance with their respective roles and the terms of the agreement among underwriters.

• Underwriting fee: 20% of the total underwriting discount. Assuming full exercise of the overallotment option and a total underwriting discount of $33,000,000, the underwriting fee would equal $6,600,000. The underwriting fee compensates the underwriters for assuming the risk of purchasing the shares on a firm-commitment basis and is allocated among the underwriters in proportion to their respective share commitments.

• Selling concession: 60% of the total underwriting discount. Assuming full exercise of the overallotment option and a total underwriting discount of $33,000,000, the selling concession would equal $19,800,000. The selling concession is payable to underwriters and selected dealers in connection with the distribution of shares to investors and may be reallowed to selected dealers participating in the offering.

Expense Reimbursement. The Company has agreed to reimburse the underwriters for certain expenses incurred in connection with the offering related to FINRA filings, including legal fees and disbursements associated with review of the offering by FINRA's Corporate Financing Department, in an aggregate amount not to exceed $350,000 (the "underwriter expense reimbursement cap"). Except for the underwriting discount and such FINRA-related expense reimbursement, the underwriters are not receiving any other compensation or remuneration from the Company or the selling stockholder in connection with this offering.

Conditions to Closing; Representations and Warranties

The Underwriting Agreement provides that the obligations of the several underwriters to purchase and pay for the shares of common stock to be sold hereunder are subject to the satisfaction or waiver of certain conditions precedent at or prior to the closing date (expected to be the third business day following the date of pricing, or such other date as the Company and the Representative may agree, in accordance with Rule 15c6-1 under the Exchange Act). These conditions include, among others, the following:

(a) Legal opinions. Receipt by the Representative of the favorable legal opinion and negative assurance (10b-5) letter of Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022 (counsel to the Company), dated as of the closing date, in form and substance satisfactory to the Representative, covering such matters as are customarily addressed in legal opinions delivered in connection with initial public offerings of equity securities registered under the Securities Act, including the due authorization and valid issuance of the shares, the accuracy and completeness of the registration statement and prospectus, compliance with the Securities Act and the rules and regulations promulgated thereunder, and the absence of any required consents, approvals, or authorizations.

(b) Underwriters' counsel opinion. Receipt by the Representative of the favorable legal opinion and negative assurance (10b-5) letter of Prescott, Danforth & Yee LLP (counsel to the underwriters), dated as of the closing date, in form and substance satisfactory to the Representative.

(c) Comfort letters. Receipt by the Representative of comfort letters from Ashford & Pemberton LLP, 30 Rockefeller Plaza, Suite 2800, New York, NY 10112 (the Company's independent registered public accounting firm; lead engagement partner: Gregory Sondheim, CPA), in form and substance satisfactory to the Representative. The Company has agreed to cause Ashford & Pemberton LLP to deliver the following comfort letters in connection with the offering:

(i) an initial comfort letter, delivered on or prior to the date the registration statement is declared effective, covering certain financial data and statistical information contained in the registration statement and the prospectus;

(ii) a bring-down comfort letter, delivered on the date of pricing, updating the initial comfort letter through a date not more than three business days prior to the date of such letter; and

(iii) a pricing comfort letter (or "closing circle-up"), delivered on the closing date, further updating the bring-down comfort letter through a date not more than three business days prior to the closing date.

In total, three circle-ups of the comfort letter are contemplated.

(d) Officer's certificate. Receipt by the Representative of a certificate, dated as of the closing date, executed by Garrett Calloway, Chief Executive Officer of the Company, and Marcus Yoon, Chief Financial Officer of the Company, in their capacities as officers of the Company and not individually, certifying that (i) the representations and warranties of the Company in the Underwriting Agreement are true and correct as of the closing date with the same force and effect as if made on such date, (ii) the Company has performed all obligations and satisfied all conditions required to be performed or satisfied by it under the Underwriting Agreement on or before the closing date, and (iii) since the date of the most recent financial statements included in the prospectus, there has been no material adverse effect (as defined in the Underwriting Agreement) on the business, assets, properties, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole.

(e) Secretary's certificate. Receipt by the Representative of a certificate of Sandra Haverford, Secretary of the Company, dated as of the closing date, certifying (i) the incumbency and signatures of the officers of the Company executing the Underwriting Agreement and related documents, (ii) the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company, each as in effect on the closing date, and (iii) the resolutions of the Board of Directors (or a duly authorized committee thereof) and, to the extent required, the stockholders of the Company authorizing the execution, delivery, and performance of the Underwriting Agreement and the consummation of the transactions contemplated thereby, including the issuance and sale of the primary shares and the filing of the registration statement.

(f) Good-standing certificates. Receipt by the Representative of certificates of good standing (or equivalent certificates) for the Company and each of its material subsidiaries, issued by the Secretary of State (or equivalent governmental authority) of the respective jurisdictions of incorporation or formation of such entities, dated not earlier than five business days prior to the closing date.

(g) Other customary closing conditions. Such other documents, instruments, and certificates as the Representative may reasonably request, including the absence of any stop order, proceeding, or investigation by the SEC with respect to the registration statement, the absence of any injunction or order by any court or governmental authority restraining or prohibiting the offering, and the listing of the shares of common stock on the New York Stock Exchange.

The Underwriting Agreement contains customary representations and warranties by the Company relating to, among other things:

• the accuracy of the registration statement and the prospectus (including any preliminary prospectus and any free writing prospectus) and the absence of any untrue statement of a material fact or omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

• the due organization, valid existence, and good standing of the Company and each of its subsidiaries;

• the Company's corporate power and authority to execute, deliver, and perform its obligations under the Underwriting Agreement;

• the due authorization, valid issuance, and full payment and non-assessability of the shares of common stock being offered;

• the accuracy and completeness of the Company's financial statements included in the prospectus, which have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis;

• the absence of undisclosed material liabilities;

• compliance with all applicable laws, rules, and regulations, including the Securities Act, the Exchange Act, and the rules and regulations of the SEC and the NYSE;

• the absence of any material legal proceedings not disclosed in the prospectus;

• the absence of any material adverse effect since the date of the most recent balance sheet included in the prospectus; and

• such other matters as are customarily addressed in underwriting agreements for initial public offerings of equity securities.

Material Adverse Effect Definition

The Underwriting Agreement includes a definition of "material adverse effect" that is used as a condition to the underwriters' obligations and in the representations and warranties made by the Company. As used in the Underwriting Agreement, a "material adverse effect" means any event, change, occurrence, condition, circumstance, or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on:

(a) the business, assets, properties, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole; or

(b) the ability of the Company to consummate the transactions contemplated by the Underwriting Agreement, including the issuance and sale of the shares and the performance of its other obligations thereunder.

This definition is subject to the following customary carve-outs. None of the following, individually or in the aggregate, shall be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expected to be, a material adverse effect:

(i) changes in general economic conditions, financial markets, or capital markets in the United States or globally, including changes in interest rates, exchange rates, or commodity prices;

(ii) changes in, or new interpretations of, GAAP or other applicable accounting standards, or changes in applicable laws, rules, or regulations, including tax laws;

(iii) changes, events, or conditions generally affecting the renewable-energy industry, the utility industry, or the electric-power generation sector, including changes in government policy, subsidies, tax credits, or incentive programs applicable to such industries;

(iv) earthquakes, floods, hurricanes, tornadoes, or other natural disasters, epidemics, pandemics (including COVID-19 and any variants thereof), or public health emergencies, or acts of war (whether or not declared), armed conflict, sabotage, cyberattack, or terrorism;

(v) changes, events, or conditions resulting from the announcement or pendency of the offering and the other transactions contemplated by the Underwriting Agreement, including the impact thereof on the Company's relationships with its customers, suppliers, employees, joint venture partners, lenders, or governmental authorities; and

(vi) any decline in the market price or trading volume of the Company's common stock (if then publicly traded) or any decline in the Company's credit rating or the credit rating of any of its indebtedness;

provided, however, that the exceptions set forth in clauses (i), (ii), (iii), and (iv) above shall not apply to the extent that the relevant event, change, occurrence, condition, circumstance, or development has a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, as compared to other companies of similar size operating in the renewable-energy or utility industries in the geographic regions in which the Company operates.

Termination

The Underwriting Agreement provides that the Representative may terminate the Underwriting Agreement, in its sole discretion, by written notice to the Company at any time prior to the closing, upon the occurrence of any of the following events:

(a) since the time of execution of the Underwriting Agreement or the earlier respective dates as of which information is given in the registration statement and the prospectus, there has been a material adverse change in the business, assets, properties, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, which material adverse change, in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offering, sale, or delivery of the shares on the terms and in the manner contemplated by the prospectus;

(b) there has occurred any suspension or material limitation of trading in any securities of the Company on the New York Stock Exchange or on any national securities exchange in the United States, or any suspension or material limitation of trading generally on the New York Stock Exchange, the Nasdaq Stock Market, or any other national securities exchange;

(d) there has occurred an outbreak or escalation of hostilities between the United States and any foreign power, a declaration of war by the United States, or any other substantial national or international calamity or emergency (including, without limitation, acts of terrorism), if the effect of any such event, in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offering, sale, or delivery of the shares on the terms and in the manner contemplated by the prospectus; or

(e) there has occurred any material disruption in the securities settlement, payment, or clearance systems in the United States, including the facilities of The Depository Trust Company, that, in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offering, sale, or delivery of the shares.

These termination provisions reflect customary market-out, disaster-out, and force-majeure termination triggers that are standard in firm-commitment underwriting agreements for initial public offerings. Any such termination shall be without liability of any party to any other party, except that the Company shall remain liable for certain expenses as provided in the Underwriting Agreement and except that the provisions of the Underwriting Agreement relating to indemnification and contribution shall survive such termination.

Indemnification and Contribution

The Company and the selling stockholder have agreed, jointly and severally (subject to certain limitations in the case of the selling stockholder), to indemnify and hold harmless each underwriter, its directors, officers, employees, agents, and affiliates, and each person, if any, who controls any underwriter within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Securities Act"), or Section 20 of the Exchange Act, against any and all losses, claims, damages, liabilities, and expenses (including reasonable costs of investigation and legal fees and expenses) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement (or any amendment or supplement thereto), any preliminary prospectus, the prospectus (or any amendment or supplement thereto), any issuer free writing prospectus, any "testing-the-waters" communication, or any road show materials, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company and the selling stockholder shall not be liable to any underwriter to the extent that any such loss, claim, damage, liability, or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any underwriter through the Representative expressly for use in the registration statement, any preliminary prospectus, the prospectus, or any amendment or supplement thereto.

Each underwriter has agreed, severally and not jointly, to indemnify and hold harmless the Company, the selling stockholder, each of their respective directors and officers, and each person, if any, who controls the Company or the selling stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages, liabilities, and expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement, any preliminary prospectus, the prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, but in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such underwriter through the Representative expressly for use therein.

If the indemnification provided for in the Underwriting Agreement is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any losses, claims, damages, liabilities, or expenses referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities, or expenses in such proportion as is appropriate to reflect (i) the relative benefits received by the Company and the selling stockholder, on the one hand, and the underwriters, on the other hand, from the offering of the shares, and (ii) the relative fault of the Company and the selling stockholder, on the one hand, and the underwriters, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities, or expenses. The relative benefits received by the Company and the selling stockholder, on the one hand, and the underwriters, on the other hand, shall be deemed to be in the same respective proportions as the total net proceeds from the offering (before deducting expenses) received by the Company and the selling stockholder, and the total underwriting discount received by the underwriters, bear to the aggregate public offering price of the shares.

Lock-Up Agreements

Individual Lock-Ups. Each of the Company's directors, executive officers, and holders of 1% or more of the Company's pre-IPO common stock (consisting of approximately 18 persons and entities in total) have agreed, or will agree prior to the commencement of the offering, to enter into lock-up agreements with the Representative in the form attached as an exhibit to the Underwriting Agreement.

Under the terms of the lock-up agreements, each such person and entity (the "lock-up parties") has agreed that, during a period commencing on the date of the final prospectus and continuing through and including the date that is 180 days after the date of the final prospectus (the "lock-up period"), he, she, or it will not, without the prior written consent of Hargrove Keating & Co. (as Representative), directly or indirectly:

(a) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into, exercisable for, or exchangeable for shares of common stock (including, without limitation, shares of common stock that may be deemed to be beneficially owned by the lock-up party in accordance with the rules and regulations of the SEC, and shares of common stock that may be issued upon the exercise of any option or warrant), whether now owned or hereafter acquired;

(b) enter into any swap, hedge, short sale, forward, put, call, or other agreement, transaction, or arrangement that transfers, in whole or in part, any of the economic consequences of ownership of shares of common stock or any securities convertible into, exercisable for, or exchangeable for shares of common stock, whether any such transaction is to be settled by delivery of common stock, in cash, or otherwise; or

(c) make any demand for, or exercise any right with respect to, the registration under the Securities Act of any shares of common stock or any securities convertible into, exercisable for, or exchangeable for shares of common stock.

The lock-up parties include, among others, the following individuals and entities:

• Garrett Calloway, Chairman and Chief Executive Officer

• Elaine Briggs, Vice Chair and Co-Founder

• Marcus Yoon, Chief Financial Officer

• Sandra Haverford, General Counsel and Secretary

• Dale Renfroe, Chief Operating Officer

• Priya Anand, Chief Technology Officer

• Tomás Quintero, Senior Vice President, Project Development

• Rachel Whitmore, Senior Vice President, Regulatory Affairs

• Hugh Pemberton, Director

• Diane Kovac, Director

• Warren Okoro, Director

• Catherine Liang, Director

• Richard Estavez, Director

• Pinnacle Vista Capital Partners III, LP (the selling stockholder)

together with certain other holders of 1% or more of the Company's pre-IPO common stock.

The lock-up restrictions described above are subject to the following exceptions and carve-outs:

(i) Transfers to affiliates or immediate family members. Transfers of shares or securities to any affiliate (as defined in Rule 405 under the Securities Act) of the lock-up party, or to any member of the immediate family of the lock-up party (or to any trust for the direct or indirect benefit of the lock-up party or such family member), provided that the transferee executes and delivers to the Representative a lock-up agreement in substantially the same form as that executed by the transferor, agreeing to be bound by the lock-up restrictions for the remainder of the lock-up period.

(ii) Estate-planning transfers. Transfers made by the lock-up party as part of a bona fide estate plan or for estate-planning purposes, including transfers to a revocable trust, family trust, family limited partnership, or similar vehicle, provided that the transferee agrees to be bound by the lock-up restrictions for the remainder of the lock-up period and no public filing or report is required or made voluntarily in connection with such transfer (other than any filing on Form 4 or Form 5 that is required to be made under the Exchange Act and that clearly indicates in the footnotes thereto that the transfer was made for estate-planning purposes and that no change in beneficial ownership is being effected).

(iii) Rule 10b5-1 trading plans. The establishment (but not the execution or amendment during the lock-up period) of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that (A) such plan does not provide for any sales or other transfers of common stock during the lock-up period, and (B) no public announcement, filing, or disclosure is required or made voluntarily in connection with the establishment of such plan.

(iv) Pledges to lenders. Pledges of shares of common stock or other securities to one or more lending institutions as collateral or security for any loan, advance, or extension of credit, provided that such pledge is not made in connection with, or in furtherance of, any monetization transaction, and the lock-up party provides prior written notice to the Representative of any such pledge.

Early Release. The lock-up restrictions may be released prior to the expiration of the 180-day lock-up period upon (a) the prior written consent of Hargrove Keating & Co. (as Representative), which consent may be given at any time and with respect to any lock-up party, in the Representative's sole discretion, or (b) the occurrence of a "Change of Control" (as defined in the lock-up agreements). For purposes of the lock-up agreements, a "Change of Control" means the consummation of a merger, consolidation, tender offer, exchange offer, or other business combination or transaction that results in any person or group (other than the lock-up party, its affiliates, or the Company) acquiring beneficial ownership of more than 50% of the outstanding voting securities of the Company.

As of June 17, 2022 (the date the offering was placed in dormant status), 15 of the 18 identified lock-up signatories had executed and delivered their lock-up agreements to the Representative, with three lock-up agreements remaining outstanding and expected to be obtained prior to any reactivation of the offering.

Issuer Lock-Up. The Company has agreed that, for a period of 180 days following the date of the final prospectus, it will not, without the prior written consent of Hargrove Keating & Co. (as Representative), directly or indirectly:

(a) issue, sell, offer to sell, contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of any shares of common stock or any securities convertible into, exercisable for, or exchangeable for shares of common stock; or

(b) file, or cause to be filed, any registration statement under the Securities Act with respect to any shares of common stock or any securities convertible into, exercisable for, or exchangeable for shares of common stock.

The issuer lock-up is subject to the following customary exceptions:

(i) Equity incentive plans. The grant of stock options, restricted stock units, restricted stock awards, performance share units, or other awards, and the issuance of shares of common stock upon the exercise, vesting, or settlement thereof, pursuant to the Company's 2022 Omnibus Equity Incentive Plan (which has a share reserve of 12,727,273 shares) and the issuance of shares of common stock pursuant to the Company's 2022 Employee Stock Purchase Plan (which has a share reserve of 2,545,455 shares), in each case as described in this prospectus.

(ii) Acquisition-related issuances. The issuance of shares of common stock or securities convertible into common stock in connection with bona fide mergers, acquisitions of businesses or assets, joint ventures, strategic alliances, or other similar transactions, provided that (A) the aggregate number of shares issued pursuant to this exception does not exceed 5% of the total number of shares of common stock outstanding immediately following the closing of this offering (calculated on a fully diluted basis), and (B) the recipients of any such shares execute and deliver to the Representative lock-up agreements in substantially the same form as those described above, agreeing to be bound by the lock-up restrictions for the remainder of the lock-up period.

Shares Outstanding Before and After the Offering

The following table summarizes the number of shares of common stock that will be outstanding before and after the offering, assuming (i) the conversion of all outstanding shares of preferred stock into common stock and the reclassification of the Company's capital stock in connection with the corporate reorganization described elsewhere in this prospectus, and (ii) no exercise of outstanding stock options or settlement of outstanding restricted stock units after the date of this prospectus:

The pre-IPO share count of 100,000,000 shares represents the fully diluted share count after giving effect to (i) the conversion of all outstanding shares of Series A Preferred Stock and Series B Preferred Stock into shares of common stock, (ii) the reclassification of all outstanding shares of Class B common stock into shares of common stock (on a one-for-one basis), and (iii) the effects of the corporate reorganization described under "Corporate Reorganization" elsewhere in this prospectus.

At the assumed midpoint public offering price of $22.00 per share:

• The implied pre-money equity valuation of the Company is $2,200,000,000 (100,000,000 pre-IPO shares × $22.00 per share).

• The implied post-money equity valuation (assuming no exercise of the overallotment option) is approximately $2,721,700,000 (123,713,636 post-IPO shares × $22.00 per share).

• The implied post-money equity valuation (assuming full exercise of the overallotment option) is approximately $2,800,000,000 (127,272,727 post-IPO shares × $22.00 per share).

The approximate pre-IPO ownership of the Company is as follows:

• Pinnacle Vista Capital Partners III, LP: approximately 62% of the fully diluted pre-IPO common stock.

• Founder and management group: approximately 24% of the fully diluted pre-IPO common stock.

• Other pre-IPO holders: approximately 14% of the fully diluted pre-IPO common stock.

Following the completion of the offering (and after giving effect to the sale of 6,818,182 secondary shares by the selling stockholder), Pinnacle Vista Capital Partners III, LP will beneficially own approximately [ ]% of the outstanding common stock (or approximately [ ]% if the overallotment option is exercised in full). The precise post-offering ownership percentages will be set forth in the final prospectus upon pricing.

Price Stabilization, Short Positions, and Penalty Bids

Stabilization. In connection with this offering, the underwriters may engage in stabilizing transactions, which involve making bids for, or purchases of, shares of common stock in the open market for the purpose of pegging, fixing, or maintaining the price of the common stock. Stabilizing transactions may have the effect of preventing or retarding a decline in the market price of the common stock below the public offering price. Stabilizing transactions are permitted under Regulation M under the Exchange Act and may be conducted on the New York Stock Exchange, in the over-the-counter market, or otherwise. The underwriters are not required to engage in these activities, and if commenced, any such activity may be discontinued at any time without notice, subject to certain conditions.

Syndicate Short Position and Covering Transactions

In connection with this offering, the underwriters may over-allot shares of common stock by selling more shares of common stock than the total number of shares set forth in the underwriter allocation table above (that is, more than 23,713,636 shares). This over-allotment creates a "short position" in the common stock for the account of the underwriters. The short position may be either a "covered short position" or a "naked short position."

• A covered short position is a short position that does not exceed the number of shares of common stock available for purchase under the overallotment option — that is, a short position of not more than 3,559,091 shares. The underwriters may close out a covered short position either by exercising the overallotment option, in whole or in part, or by purchasing shares of common stock in the open market. In determining the source of shares to close out a covered short position, the underwriters will consider, among other things, the price of shares of common stock available for purchase in the open market as compared to the price at which they may purchase shares through the overallotment option. If the underwriters sell more shares than could be covered by the overallotment option, a naked short position exists.

• A naked short position is a short position that exceeds the number of shares available under the overallotment option — that is, a short position in excess of 3,559,091 shares. Because the overallotment option cannot be used to close out a naked short position, the underwriters must close out any naked short position by purchasing shares of common stock in the open market. A naked short position is more likely to be created if the underwriters are concerned that downward pressure on the price of the common stock in the open market after pricing could adversely affect investors who purchase in this offering.

Penalty Bids. The Representative may impose a penalty bid. A penalty bid is an arrangement pursuant to which the Representative may reclaim from a syndicate member all or a portion of the selling concession otherwise payable to such syndicate member with respect to any shares originally sold by such syndicate member that are subsequently repurchased by the underwriters in stabilizing transactions or syndicate covering transactions. The imposition of a penalty bid may have the effect of discouraging syndicate members from facilitating secondary-market sales of shares shortly after pricing, which could otherwise put downward pressure on the market price of the common stock.

Effect of Activities

These stabilizing transactions, syndicate covering transactions, and penalty bids may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of the common stock in the open market may be higher than the price that might otherwise exist in the absence of these transactions. These transactions may be effected on the New York Stock Exchange or otherwise, and if commenced, may be discontinued at any time without notice.

Neither the Company nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the common stock. In addition, neither the Company nor any of the underwriters makes any representation that the Representative will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Offering Expenses

The estimated expenses of the offering (excluding the underwriting discount), all of which are payable by the Company, are set forth in the table below:

\* Amount to be completed upon reactivation and pricing of the offering. Certain expense amounts are left blank because the offering has not yet priced. The SEC registration fee will be calculated based on the aggregate offering price in accordance with Section 6(b) of the Securities Act and Rule 457 thereunder. The FINRA filing fee will be calculated in accordance with FINRA Rule 5110(j). The NYSE listing fee will be calculated based on the number of shares to be listed and the aggregate market value thereof in accordance with the NYSE Listed Company Manual. All estimated expense amounts will be set forth in the final prospectus.

Listing

The Company has applied to list its shares of common stock on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI." NYSE Listing Application No. NYSE-2022-04218 was submitted on April 11, 2022. The listing of the shares on the NYSE is subject to the Company's satisfaction of the NYSE's quantitative and qualitative listing standards, including requirements relating to minimum market capitalization, public float, share distribution, number of round-lot holders, and corporate governance. There can be no assurance that the NYSE will approve the Company's listing application. Prior to this offering, there has been no public market for the Company's common stock.

FINRA Compliance

All of the underwriters participating in the distribution of the shares offered hereby are members of FINRA. This offering is being conducted in compliance with the applicable provisions of FINRA Rule 5110 (the "Corporate Financing Rule"), including the filing of the required documents with the FINRA Corporate Financing Department.

The Company's FINRA filing number in connection with this offering is 20221129-01. The underwriting compensation payable in connection with this offering, as described in this section (including the underwriting discount and the underwriter expense reimbursement), does not exceed the maximum compensation limits permitted under FINRA Rule 5110. The underwriter expense reimbursement cap of $350,000 for FINRA-related expenses incurred by the underwriters has been disclosed in the FINRA corporate financing application filed in connection with the offering.

Based on information provided by the underwriters and a review of public filings, no underwriter participating in this offering has a FINRA-restricted-person affiliation with the Company or the selling stockholder that would require additional disclosure or limitations under FINRA Rule 5110 or FINRA Rule 5121 (Public Offerings of Securities with Conflicts of Interest).

Electronic Distribution

A prospectus in electronic format may be made available on one or more websites maintained by the underwriters or their affiliates or by selling group members participating in this offering. The Representative may agree to allocate a number of shares of common stock to one or more underwriters for sale to their respective online brokerage account holders. Any such allocation of shares for Internet distribution will be made by the Representative on the same basis as other allocations and will be subject to the same terms and conditions as any other allocation of shares in this offering. Other than the prospectus in electronic format, the information on the websites of any underwriter or selling group member is not part of this prospectus, has not been approved or endorsed by the Company or any underwriter, and should not be relied upon by prospective investors.

Directed Share Program

No directed share program is being implemented by the Company or the underwriters in connection with this offering. The Company has not reserved any shares of common stock for sale at the initial public offering price to directors, officers, employees, or other persons associated with the Company.

Relationships with Underwriters

Certain of the underwriters and their respective affiliates have provided in the past, and may provide in the future, various investment banking, financial advisory, commercial banking, capital markets, lending, and other financial services to the Company and its affiliates in the ordinary course of business, for which such underwriters and their affiliates have received, and may in the future receive, customary fees, commissions, and other compensation.

Veltrano National Bank, which serves as administrative agent and a lender under the Company's senior secured credit facilities (including the Term Loan A facility, the Term Loan B facility, and the revolving credit facility), is not affiliated with any underwriter named in this prospectus. As described under "Use of Proceeds" elsewhere in this prospectus, the Company intends to use approximately $200,000,000 of the net proceeds from the sale of primary shares in this offering to repay a portion of the outstanding indebtedness under the Term Loan B facility with Veltrano National Bank, as administrative agent. Because Veltrano National Bank is not affiliated with any underwriter named herein, no underwriter will receive 5% or more of the net proceeds of this offering (excluding underwriting compensation), and this offering is not deemed to present a conflict of interest under FINRA Rule 5121.

In the ordinary course of their business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Company or its affiliates. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

Selling Restrictions — International

Notice to Prospective Investors in the European Economic Area

The shares of common stock offered hereby are not intended to be offered, sold, or otherwise made available to, and should not be offered, sold, or otherwise made available to, any retail investor in the European Economic Area (the "EEA"). For purposes of this provision, a "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in Article 4(1), point (11) of Directive 2014/65/EU (as amended, "MiFID II"), (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in Article 4(1), point (10) of MiFID II, or (iii) not a qualified investor as defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the shares or otherwise making them available to retail investors in the EEA has been prepared, and therefore offering or selling the shares or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

This prospectus has been prepared on the basis that any offer of shares in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of shares. Neither this prospectus nor any other offering material relating to the shares has been or will be submitted to the competent authority of any Member State of the EEA for approval under the Prospectus Regulation, and accordingly this prospectus does not constitute an approved prospectus within the meaning of the Prospectus Regulation.

Any offer of shares in any Member State of the EEA is limited to persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation.

Notice to Prospective Investors in the United Kingdom

The shares of common stock offered hereby are not intended to be offered, sold, or otherwise made available to, and should not be offered, sold, or otherwise made available to, any retail investor in the United Kingdom. For purposes of this provision, a "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in Article 2, point (8) of Regulation (EU) No 2017/565 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"), (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in Article 2(1), point (8) of Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom by virtue of the EUWA, or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation (as defined below). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the United Kingdom by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the shares or otherwise making them available to retail investors in the United Kingdom has been prepared, and therefore offering or selling the shares or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

This prospectus has been prepared on the basis that any offer of shares in the United Kingdom will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the EUWA (the "UK Prospectus Regulation") from the requirement to publish a prospectus for offers of shares. This prospectus is not an approved prospectus for the purposes of the UK Prospectus Regulation and has not been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority.

This prospectus is being distributed in the United Kingdom only to, and is directed only at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are persons falling within Article 49(2)(a) through (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any shares may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This prospectus must not be acted on or relied upon by persons who are not relevant persons. Any investment or investment activity to which this prospectus relates is available only to relevant persons and will be engaged in only with relevant persons.

Notice to Prospective Investors in Canada

The shares of common stock may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are "accredited investors" as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are "permitted clients" as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable Canadian securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory.

Notice to Prospective Investors in Hong Kong

The shares of common stock have not been offered or sold, and will not be offered or sold, in Hong Kong, by means of any document, other than (i) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the "SFO") and any rules made thereunder, or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (the "C(WUMP)O"), or which do not constitute an offer to the public within the meaning of the C(WUMP)O. No advertisement, invitation, or document relating to the shares has been or may be issued, or has been or may be in the possession of any person for the purposes of issuance, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong), other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made thereunder.

Notice to Prospective Investors in Japan

The shares of common stock have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the "FIEA"), and accordingly, the shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5 of the definition of a resident in Article 6, Paragraph 1, Item 5 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations, and ministerial guidelines of Japan in effect at the relevant time.

Notice to Prospective Investors in Other Jurisdictions

The shares of common stock offered hereby have not been registered under the securities laws of any jurisdiction other than the United States and may not be offered, sold, or otherwise transferred in any jurisdiction outside of the United States where such offer, sale, or transfer would require registration, qualification, or compliance with any applicable securities laws, except in compliance with an applicable exemption from such requirements. Each underwriter has agreed that it will not offer, sell, or deliver shares of common stock in any jurisdiction outside of the United States except under circumstances that will result in compliance with any applicable securities laws and regulations of such jurisdiction. Persons into whose possession this prospectus or any shares come must inform themselves about, and observe, any restrictions on the distribution of this prospectus and the offer and sale of shares in their respective jurisdictions.

Transfer Agent and Registrar

The transfer agent and registrar for the Company's common stock is Continental Shareowner Services, Inc., 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004.

Dormancy Notice

The offering described in this section was placed in dormant status on June 17, 2022, in light of prevailing market conditions at that time. As of the date on which the offering was placed in dormant status:

• The registration statement on Form S-1 had not been declared effective by the SEC.

• No pricing of the offering had occurred, and the public offering price, underwriting discount, and related terms had not been finalized.

• The Underwriting Agreement had not been executed by the Company, the selling stockholder, or any of the underwriters.

• 15 of the 18 identified lock-up signatories had executed lock-up agreements, with three remaining outstanding.

The terms, conditions, and other matters described in this "Underwriting" section reflect the near-final draft of the proposed terms as of June 17, 2022, and remain subject to change, in whole or in part, upon any reactivation of the offering. Upon reactivation, the Company and the underwriters would expect to update the registration statement and the prospectus, including this section, to reflect th

UNDERWRITING
The following section forms part of the prospectus included in the Registration Statement on Form S-1 filed by Calloway-Briggs Renewables Inc. with the Securities and Exchange Commission in connection with the proposed initial public offering of shares of its common stock. This offering was placed in dormant status on June 17, 2022, and the registration statement has not been declared effective. This section reflects the near-final draft as of that date, with pricing terms shown at the assumed filing-range midpoint of $22.00 per share. All terms remain subject to change upon any reactivation of the offering. See "Dormancy Notice" below.
General; Identification of Underwriters
Calloway-Briggs Renewables Inc. (the "Company," "CBR," "we," "us," or "our") and Pinnacle Vista Capital Partners III, LP (the "selling stockholder") have entered into an underwriting agreement (the "Underwriting Agreement") with the several underwriters named below, for whom Hargrove Keating & Co. is acting as representative of the underwriters (the "Representative"). Subject to the terms and conditions set forth in the Underwriting Agreement, each of the underwriters has agreed, severally and not jointly, to purchase from the Company and the selling stockholder, and the Company and the selling stockholder have agreed to sell to each of the underwriters, the number of shares of common stock, par value $0.01 per share ("common stock"), set forth opposite such underwriter's name in the table below. The Underwriting Agreement provides that the obligation of the several underwriters to purchase the shares included in this offering is subject to approval of certain legal matters by counsel and to certain other conditions described under "— Conditions to Closing; Representations and Warranties" below.
Prescott, Danforth & Yee LLP, 1271 Avenue of the Americas, New York, NY 10020, is acting as counsel to the underwriters in connection with this offering.
The following table sets forth the names of the underwriters, together with the number of shares of common stock that each underwriter has severally agreed to purchase in the base offering:
The percentage of the base offering allocated to each underwriter, and the approximate dollar amount of shares to be purchased by each underwriter at the assumed midpoint public offering price of $22.00 per share, are as follows:
Hargrove Keating & Co. is acting as lead-left book-running manager and coordinating underwriter for this offering. Linden Pratt Securities LLC and Graymont Brothers Inc. are acting as joint book-running managers. Barfield Stuart & Co. and Crane Whitley Capital LLC are acting as co-managers for this offering.
The principal offices of each underwriter are located as follows:
•  Hargrove Keating & Co.: 383 Madison Place, New York, NY 10017
•  Linden Pratt Securities LLC: 200 Vesey Street, 40th Floor, New York, NY 10281
•  Graymont Brothers Inc.: 555 California Street, Suite 3200, San Francisco, CA 94104
•  Barfield Stuart & Co.: 101 Federal Street, Boston, MA 02110
•  Crane Whitley Capital LLC: 600 Travis Street, Suite 4400, Houston, TX 77002
Each of the underwriters named above is a broker-dealer registered with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA").
Primary and Secondary Shares
The offering consists of both primary shares being sold by the Company and secondary shares being sold by the selling stockholder.
Of the 23,713,636 shares of common stock being offered in the base offering (excluding any shares issuable upon exercise of the overallotment option described below):
•  16,895,455 shares are primary shares being sold by Calloway-Briggs Renewables Inc. At the assumed midpoint public offering price of $22.00 per share, the aggregate offering amount attributable to the primary shares is approximately $371,700,000 (before deducting the underwriting discount and estimated offering expenses payable by the Company).
•  6,818,182 shares are secondary shares being sold by Pinnacle Vista Capital Partners III, LP, the selling stockholder. At the assumed midpoint public offering price of $22.00 per share, the aggregate offering amount attributable to the secondary shares is approximately $150,000,000 (before deducting the underwriting discount).
The Company will not receive any of the proceeds from the sale of shares by the selling stockholder. The selling stockholder will receive all of the net proceeds attributable to the secondary shares after deducting the underwriting discount applicable to such shares.
The Company intends to use the net proceeds from the sale of the primary shares as follows:
•  approximately $200,000,000 to repay a portion of the outstanding indebtedness under the Term Loan B facility with Veltrano National Bank, as administrative agent, which matures on March 15, 2027, and currently bears interest at a rate of SOFR plus 3.25% per annum;
•  approximately $100,000,000 to fund construction costs associated with the Cimarron Solar project, the Company's 450-megawatt utility-scale solar generation facility currently under development in Cimarron County, Oklahoma, which is expected to achieve commercial operation in the fourth quarter of 2024; and
•  approximately $71,700,000 for general corporate purposes, including working capital, capital expenditures, and potential future acquisitions or strategic investments.
For additional information regarding the Company's intended use of proceeds, see "Use of Proceeds" elsewhere in this prospectus.
Overallotment Option
The Company and the selling stockholder have granted to the underwriters an option, exercisable for a period of 30 days from and including the date of the final prospectus, to purchase up to an additional 3,559,091 shares of common stock (the "overallotment shares") at the public offering price, less the underwriting discount per share set forth on the cover page of this prospectus, solely for the purpose of covering over-allotments, if any. The overallotment option represents 15% of the number of shares offered in the base offering. At the assumed midpoint public offering price of $22.00 per share, the aggregate value of the overallotment shares is approximately $78,300,000.
If the underwriters exercise the overallotment option in full, the total number of shares of common stock offered in this offering would be 27,272,727 shares (consisting of the 23,713,636 base offering shares plus 3,559,091 overallotment shares), representing a total aggregate offering amount of approximately $600,000,000 at the assumed midpoint public offering price. In such event, the total underwriting discount would be approximately $33,000,000, and the total proceeds to the Company and the selling stockholder, before deducting estimated offering expenses, would be approximately $567,000,000.
The precise allocation of the overallotment shares between the Company (as primary shares) and the selling stockholder (as secondary shares) is to be determined at the time of pricing and will be set forth in the final prospectus.
To the extent the overallotment option is not exercised in full, each underwriter's commitment to purchase overallotment shares will be reduced on a pro rata basis in accordance with its percentage commitment set forth in the underwriter allocation table above.
Offering Price and Underwriting discount
The public offering price per share, the underwriting discount per share, and the proceeds per share to the Company and the selling stockholder (before deducting estimated offering expenses) are set forth on the cover page of this prospectus.
The assumed midpoint public offering price is $22.00 per share. The underwriting discount (or "gross spread") is 5.50% of the public offering price, which equals $1.21 per share (calculated as $22.00 × 5.50%). The net proceeds per share to the Company and the selling stockholder, before deducting estimated offering expenses, are $20.79 per share ($22.00 minus $1.21).
The following table summarizes the public offering price, the underwriting discount, and the proceeds to the Company and the selling stockholder, on a per share and aggregate basis, assuming both no exercise and full exercise of the overallotment option:
Note: The precise allocation of the aggregate proceeds between the Company and the selling stockholder upon full exercise of the overallotment option will be determined at the time of pricing and will depend upon the allocation of overallotment shares between the Company and the selling stockholder.
Allocation of Gross Spread
The underwriting discount consists of the following components, which are expressed as a percentage of the total underwriting discount:
•  Management fee: 20% of the total underwriting discount. Assuming full exercise of the overallotment option and a total underwriting discount of $33,000,000, the management fee would equal $6,600,000. The management fee is payable to the book-running managers in accordance with their respective roles and the terms of the agreement among underwriters.
•  Underwriting fee: 20% of the total underwriting discount. Assuming full exercise of the overallotment option and a total underwriting discount of $33,000,000, the underwriting fee would equal $6,600,000. The underwriting fee compensates the underwriters for assuming the risk of purchasing the shares on a firm-commitment basis and is allocated among the underwriters in proportion to their respective share commitments.
•  Selling concession: 60% of the total underwriting discount. Assuming full exercise of the overallotment option and a total underwriting discount of $33,000,000, the selling concession would equal $19,800,000. The selling concession is payable to underwriters and selected dealers in connection with the distribution of shares to investors and may be reallowed to selected dealers participating in the offering.
Expense Reimbursement.  The Company has agreed to reimburse the underwriters for certain expenses incurred in connection with the offering related to FINRA filings, including legal fees and disbursements associated with review of the offering by FINRA's Corporate Financing Department, in an aggregate amount not to exceed $350,000 (the "underwriter expense reimbursement cap"). Except for the underwriting discount and such FINRA-related expense reimbursement, the underwriters are not receiving any other compensation or remuneration from the Company or the selling stockholder in connection with this offering.
Conditions to Closing; Representations and Warranties
The Underwriting Agreement provides that the obligations of the several underwriters to purchase and pay for the shares of common stock to be sold hereunder are subject to the satisfaction or waiver of certain conditions precedent at or prior to the closing date (expected to be the third business day following the date of pricing, or such other date as the Company and the Representative may agree, in accordance with Rule 15c6-1 under the Exchange Act). These conditions include, among others, the following:
(a) Legal opinions. Receipt by the Representative of the favorable legal opinion and negative assurance (10b-5) letter of Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022 (counsel to the Company), dated as of the closing date, in form and substance satisfactory to the Representative, covering such matters as are customarily addressed in legal opinions delivered in connection with initial public offerings of equity securities registered under the Securities Act, including the due authorization and valid issuance of the shares, the accuracy and completeness of the registration statement and prospectus, compliance with the Securities Act and the rules and regulations promulgated thereunder, and the absence of any required consents, approvals, or authorizations.
(b) Underwriters' counsel opinion. Receipt by the Representative of the favorable legal opinion and negative assurance (10b-5) letter of Prescott, Danforth & Yee LLP (counsel to the underwriters), dated as of the closing date, in form and substance satisfactory to the Representative.
(c) Comfort letters. Receipt by the Representative of comfort letters from Ashford & Pemberton LLP, 30 Rockefeller Plaza, Suite 2800, New York, NY 10112 (the Company's independent registered public accounting firm; lead engagement partner: Gregory Sondheim, CPA), in form and substance satisfactory to the Representative. The Company has agreed to cause Ashford & Pemberton LLP to deliver the following comfort letters in connection with the offering:
(i) an initial comfort letter, delivered on or prior to the date the registration statement is declared effective, covering certain financial data and statistical information contained in the registration statement and the prospectus;
(ii) a bring-down comfort letter, delivered on the date of pricing, updating the initial comfort letter through a date not more than three business days prior to the date of such letter; and
(iii) a pricing comfort letter (or "closing circle-up"), delivered on the closing date, further updating the bring-down comfort letter through a date not more than three business days prior to the closing date.
In total, three circle-ups of the comfort letter are contemplated.
(d) Officer's certificate. Receipt by the Representative of a certificate, dated as of the closing date, executed by Garrett Calloway, Chief Executive Officer of the Company, and Marcus Yoon, Chief Financial Officer of the Company, in their capacities as officers of the Company and not individually, certifying that (i) the representations and warranties of the Company in the Underwriting Agreement are true and correct as of the closing date with the same force and effect as if made on such date, (ii) the Company has performed all obligations and satisfied all conditions required to be performed or satisfied by it under the Underwriting Agreement on or before the closing date, and (iii) since the date of the most recent financial statements included in the prospectus, there has been no material adverse effect (as defined in the Underwriting Agreement) on the business, assets, properties, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole.
(e) Secretary's certificate. Receipt by the Representative of a certificate of Sandra Haverford, Secretary of the Company, dated as of the closing date, certifying (i) the incumbency and signatures of the officers of the Company executing the Underwriting Agreement and related documents, (ii) the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company, each as in effect on the closing date, and (iii) the resolutions of the Board of Directors (or a duly authorized committee thereof) and, to the extent required, the stockholders of the Company authorizing the execution, delivery, and performance of the Underwriting Agreement and the consummation of the transactions contemplated thereby, including the issuance and sale of the primary shares and the filing of the registration statement.
(f) Good-standing certificates. Receipt by the Representative of certificates of good standing (or equivalent certificates) for the Company and each of its material subsidiaries, issued by the Secretary of State (or equivalent governmental authority) of the respective jurisdictions of incorporation or formation of such entities, dated not earlier than five business days prior to the closing date.
(g) Other customary closing conditions. Such other documents, instruments, and certificates as the Representative may reasonably request, including the absence of any stop order, proceeding, or investigation by the SEC with respect to the registration statement, the absence of any injunction or order by any court or governmental authority restraining or prohibiting the offering, and the listing of the shares of common stock on the New York Stock Exchange.
The Underwriting Agreement contains customary representations and warranties by the Company relating to, among other things:
•  the accuracy of the registration statement and the prospectus (including any preliminary prospectus and any free writing prospectus) and the absence of any untrue statement of a material fact or omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
•  the due organization, valid existence, and good standing of the Company and each of its subsidiaries;
•  the Company's corporate power and authority to execute, deliver, and perform its obligations under the Underwriting Agreement;
•  the due authorization, valid issuance, and full payment and non-assessability of the shares of common stock being offered;
•  the accuracy and completeness of the Company's financial statements included in the prospectus, which have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis;
•  the absence of undisclosed material liabilities;
•  compliance with all applicable laws, rules, and regulations, including the Securities Act, the Exchange Act, and the rules and regulations of the SEC and the NYSE;
•  the absence of any material legal proceedings not disclosed in the prospectus;
•  the absence of any material adverse effect since the date of the most recent balance sheet included in the prospectus; and
•  such other matters as are customarily addressed in underwriting agreements for initial public offerings of equity securities.
Material Adverse Effect Definition
The Underwriting Agreement includes a definition of "material adverse effect" that is used as a condition to the underwriters' obligations and in the representations and warranties made by the Company. As used in the Underwriting Agreement, a "material adverse effect" means any event, change, occurrence, condition, circumstance, or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on:
(a) the business, assets, properties, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole; or
(b) the ability of the Company to consummate the transactions contemplated by the Underwriting Agreement, including the issuance and sale of the shares and the performance of its other obligations thereunder.
This definition is subject to the following customary carve-outs. None of the following, individually or in the aggregate, shall be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expected to be, a material adverse effect:
(i) changes in general economic conditions, financial markets, or capital markets in the United States or globally, including changes in interest rates, exchange rates, or commodity prices;
(ii) changes in, or new interpretations of, GAAP or other applicable accounting standards, or changes in applicable laws, rules, or regulations, including tax laws;
(iii) changes, events, or conditions generally affecting the renewable-energy industry, the utility industry, or the electric-power generation sector, including changes in government policy, subsidies, tax credits, or incentive programs applicable to such industries;
(iv) earthquakes, floods, hurricanes, tornadoes, or other natural disasters, epidemics, pandemics (including COVID-19 and any variants thereof), or public health emergencies, or acts of war (whether or not declared), armed conflict, sabotage, cyberattack, or terrorism;
(v) changes, events, or conditions resulting from the announcement or pendency of the offering and the other transactions contemplated by the Underwriting Agreement, including the impact thereof on the Company's relationships with its customers, suppliers, employees, joint venture partners, lenders, or governmental authorities; and
(vi) any decline in the market price or trading volume of the Company's common stock (if then publicly traded) or any decline in the Company's credit rating or the credit rating of any of its indebtedness;
provided, however, that the exceptions set forth in clauses (i), (ii), (iii), and (iv) above shall not apply to the extent that the relevant event, change, occurrence, condition, circumstance, or development has a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, as compared to other companies of similar size operating in the renewable-energy or utility industries in the geographic regions in which the Company operates.
Termination
The Underwriting Agreement provides that the Representative may terminate the Underwriting Agreement, in its sole discretion, by written notice to the Company at any time prior to the closing, upon the occurrence of any of the following events:
(a) since the time of execution of the Underwriting Agreement or the earlier respective dates as of which information is given in the registration statement and the prospectus, there has been a material adverse change in the business, assets, properties, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, which material adverse change, in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offering, sale, or delivery of the shares on the terms and in the manner contemplated by the prospectus;
(b) there has occurred any suspension or material limitation of trading in any securities of the Company on the New York Stock Exchange or on any national securities exchange in the United States, or any suspension or material limitation of trading generally on the New York Stock Exchange, the Nasdaq Stock Market, or any other national securities exchange;
(c) a general banking moratorium has been declared by federal or state authorities in the United States;
(d) there has occurred an outbreak or escalation of hostilities between the United States and any foreign power, a declaration of war by the United States, or any other substantial national or international calamity or emergency (including, without limitation, acts of terrorism), if the effect of any such event, in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offering, sale, or delivery of the shares on the terms and in the manner contemplated by the prospectus; or
(e) there has occurred any material disruption in the securities settlement, payment, or clearance systems in the United States, including the facilities of The Depository Trust Company, that, in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offering, sale, or delivery of the shares.
These termination provisions reflect customary market-out, disaster-out, and force-majeure termination triggers that are standard in firm-commitment underwriting agreements for initial public offerings. Any such termination shall be without liability of any party to any other party, except that the Company shall remain liable for certain expenses as provided in the Underwriting Agreement and except that the provisions of the Underwriting Agreement relating to indemnification and contribution shall survive such termination.
Indemnification and Contribution
The Company and the selling stockholder have agreed, jointly and severally (subject to certain limitations in the case of the selling stockholder), to indemnify and hold harmless each underwriter, its directors, officers, employees, agents, and affiliates, and each person, if any, who controls any underwriter within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Securities Act"), or Section 20 of the Exchange Act, against any and all losses, claims, damages, liabilities, and expenses (including reasonable costs of investigation and legal fees and expenses) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement (or any amendment or supplement thereto), any preliminary prospectus, the prospectus (or any amendment or supplement thereto), any issuer free writing prospectus, any "testing-the-waters" communication, or any road show materials, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company and the selling stockholder shall not be liable to any underwriter to the extent that any such loss, claim, damage, liability, or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any underwriter through the Representative expressly for use in the registration statement, any preliminary prospectus, the prospectus, or any amendment or supplement thereto.
Each underwriter has agreed, severally and not jointly, to indemnify and hold harmless the Company, the selling stockholder, each of their respective directors and officers, and each person, if any, who controls the Company or the selling stockholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages, liabilities, and expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement, any preliminary prospectus, the prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, but in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such underwriter through the Representative expressly for use therein.
If the indemnification provided for in the Underwriting Agreement is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any losses, claims, damages, liabilities, or expenses referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities, or expenses in such proportion as is appropriate to reflect (i) the relative benefits received by the Company and the selling stockholder, on the one hand, and the underwriters, on the other hand, from the offering of the shares, and (ii) the relative fault of the Company and the selling stockholder, on the one hand, and the underwriters, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities, or expenses. The relative benefits received by the Company and the selling stockholder, on the one hand, and the underwriters, on the other hand, shall be deemed to be in the same respective proportions as the total net proceeds from the offering (before deducting expenses) received by the Company and the selling stockholder, and the total underwriting discount received by the underwriters, bear to the aggregate public offering price of the shares.
Lock-Up Agreements
Individual Lock-Ups.  Each of the Company's directors, executive officers, and holders of 1% or more of the Company's pre-IPO common stock (consisting of approximately 18 persons and entities in total) have agreed, or will agree prior to the commencement of the offering, to enter into lock-up agreements with the Representative in the form attached as an exhibit to the Underwriting Agreement.
Under the terms of the lock-up agreements, each such person and entity (the "lock-up parties") has agreed that, during a period commencing on the date of the final prospectus and continuing through and including the date that is 180 days after the date of the final prospectus (the "lock-up period"), he, she, or it will not, without the prior written consent of Hargrove Keating & Co. (as Representative), directly or indirectly:
(a) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into, exercisable for, or exchangeable for shares of common stock (including, without limitation, shares of common stock that may be deemed to be beneficially owned by the lock-up party in accordance with the rules and regulations of the SEC, and shares of common stock that may be issued upon the exercise of any option or warrant), whether now owned or hereafter acquired;
(b) enter into any swap, hedge, short sale, forward, put, call, or other agreement, transaction, or arrangement that transfers, in whole or in part, any of the economic consequences of ownership of shares of common stock or any securities convertible into, exercisable for, or exchangeable for shares of common stock, whether any such transaction is to be settled by delivery of common stock, in cash, or otherwise; or
(c) make any demand for, or exercise any right with respect to, the registration under the Securities Act of any shares of common stock or any securities convertible into, exercisable for, or exchangeable for shares of common stock.
The lock-up parties include, among others, the following individuals and entities:
•  Garrett Calloway, Chairman and Chief Executive Officer
•  Elaine Briggs, Vice Chair and Co-Founder
•  Marcus Yoon, Chief Financial Officer
•  Sandra Haverford, General Counsel and Secretary
•  Dale Renfroe, Chief Operating Officer
•  Priya Anand, Chief Technology Officer
•  Tomás Quintero, Senior Vice President, Project Development
•  Rachel Whitmore, Senior Vice President, Regulatory Affairs
•  Hugh Pemberton, Director
•  Diane Kovac, Director
•  Warren Okoro, Director
•  Catherine Liang, Director
•  Richard Estavez, Director
•  Pinnacle Vista Capital Partners III, LP (the selling stockholder)
together with certain other holders of 1% or more of the Company's pre-IPO common stock.
The lock-up restrictions described above are subject to the following exceptions and carve-outs:
(i) Transfers to affiliates or immediate family members. Transfers of shares or securities to any affiliate (as defined in Rule 405 under the Securities Act) of the lock-up party, or to any member of the immediate family of the lock-up party (or to any trust for the direct or indirect benefit of the lock-up party or such family member), provided that the transferee executes and delivers to the Representative a lock-up agreement in substantially the same form as that executed by the transferor, agreeing to be bound by the lock-up restrictions for the remainder of the lock-up period.
(ii) Estate-planning transfers. Transfers made by the lock-up party as part of a bona fide estate plan or for estate-planning purposes, including transfers to a revocable trust, family trust, family limited partnership, or similar vehicle, provided that the transferee agrees to be bound by the lock-up restrictions for the remainder of the lock-up period and no public filing or report is required or made voluntarily in connection with such transfer (other than any filing on Form 4 or Form 5 that is required to be made under the Exchange Act and that clearly indicates in the footnotes thereto that the transfer was made for estate-planning purposes and that no change in beneficial ownership is being effected).
(iii) Rule 10b5-1 trading plans. The establishment (but not the execution or amendment during the lock-up period) of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that (A) such plan does not provide for any sales or other transfers of common stock during the lock-up period, and (B) no public announcement, filing, or disclosure is required or made voluntarily in connection with the establishment of such plan.
(iv) Pledges to lenders. Pledges of shares of common stock or other securities to one or more lending institutions as collateral or security for any loan, advance, or extension of credit, provided that such pledge is not made in connection with, or in furtherance of, any monetization transaction, and the lock-up party provides prior written notice to the Representative of any such pledge.
Early Release. The lock-up restrictions may be released prior to the expiration of the 180-day lock-up period upon (a) the prior written consent of Hargrove Keating & Co. (as Representative), which consent may be given at any time and with respect to any lock-up party, in the Representative's sole discretion, or (b) the occurrence of a "Change of Control" (as defined in the lock-up agreements). For purposes of the lock-up agreements, a "Change of Control" means the consummation of a merger, consolidation, tender offer, exchange offer, or other business combination or transaction that results in any person or group (other than the lock-up party, its affiliates, or the Company) acquiring beneficial ownership of more than 50% of the outstanding voting securities of the Company.
As of June 17, 2022 (the date the offering was placed in dormant status), 15 of the 18 identified lock-up signatories had executed and delivered their lock-up agreements to the Representative, with three lock-up agreements remaining outstanding and expected to be obtained prior to any reactivation of the offering.
Issuer Lock-Up.  The Company has agreed that, for a period of 180 days following the date of the final prospectus, it will not, without the prior written consent of Hargrove Keating & Co. (as Representative), directly or indirectly:
(a) issue, sell, offer to sell, contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of any shares of common stock or any securities convertible into, exercisable for, or exchangeable for shares of common stock; or
(b) file, or cause to be filed, any registration statement under the Securities Act with respect to any shares of common stock or any securities convertible into, exercisable for, or exchangeable for shares of common stock.
The issuer lock-up is subject to the following customary exceptions:
(i) Equity incentive plans. The grant of stock options, restricted stock units, restricted stock awards, performance share units, or other awards, and the issuance of shares of common stock upon the exercise, vesting, or settlement thereof, pursuant to the Company's 2022 Omnibus Equity Incentive Plan (which has a share reserve of 12,727,273 shares) and the issuance of shares of common stock pursuant to the Company's 2022 Employee Stock Purchase Plan (which has a share reserve of 2,545,455 shares), in each case as described in this prospectus.
(ii) Acquisition-related issuances. The issuance of shares of common stock or securities convertible into common stock in connection with bona fide mergers, acquisitions of businesses or assets, joint ventures, strategic alliances, or other similar transactions, provided that (A) the aggregate number of shares issued pursuant to this exception does not exceed 5% of the total number of shares of common stock outstanding immediately following the closing of this offering (calculated on a fully diluted basis), and (B) the recipients of any such shares execute and deliver to the Representative lock-up agreements in substantially the same form as those described above, agreeing to be bound by the lock-up restrictions for the remainder of the lock-up period.
Shares Outstanding Before and After the Offering
The following table summarizes the number of shares of common stock that will be outstanding before and after the offering, assuming (i) the conversion of all outstanding shares of preferred stock into common stock and the reclassification of the Company's capital stock in connection with the corporate reorganization described elsewhere in this prospectus, and (ii) no exercise of outstanding stock options or settlement of outstanding restricted stock units after the date of this prospectus:
The pre-IPO share count of 100,000,000 shares represents the fully diluted share count after giving effect to (i) the conversion of all outstanding shares of Series A Preferred Stock and Series B Preferred Stock into shares of common stock, (ii) the reclassification of all outstanding shares of Class B common stock into shares of common stock (on a one-for-one basis), and (iii) the effects of the corporate reorganization described under "Corporate Reorganization" elsewhere in this prospectus.
At the assumed midpoint public offering price of $22.00 per share:
•  The implied pre-money equity valuation of the Company is $2,200,000,000 (100,000,000 pre-IPO shares × $22.00 per share).
•  The implied post-money equity valuation (assuming no exercise of the overallotment option) is approximately $2,721,700,000 (123,713,636 post-IPO shares × $22.00 per share).
•  The implied post-money equity valuation (assuming full exercise of the overallotment option) is approximately $2,800,000,000 (127,272,727 post-IPO shares × $22.00 per share).
The approximate pre-IPO ownership of the Company is as follows:
•  Pinnacle Vista Capital Partners III, LP: approximately 62% of the fully diluted pre-IPO common stock.
•  Founder and management group: approximately 24% of the fully diluted pre-IPO common stock.
•  Other pre-IPO holders: approximately 14% of the fully diluted pre-IPO common stock.
Following the completion of the offering (and after giving effect to the sale of 6,818,182 secondary shares by the selling stockholder), Pinnacle Vista Capital Partners III, LP will beneficially own approximately [ ]% of the outstanding common stock (or approximately [ ]% if the overallotment option is exercised in full). The precise post-offering ownership percentages will be set forth in the final prospectus upon pricing.
Price Stabilization, Short Positions, and Penalty Bids
Stabilization.  In connection with this offering, the underwriters may engage in stabilizing transactions, which involve making bids for, or purchases of, shares of common stock in the open market for the purpose of pegging, fixing, or maintaining the price of the common stock. Stabilizing transactions may have the effect of preventing or retarding a decline in the market price of the common stock below the public offering price. Stabilizing transactions are permitted under Regulation M under the Exchange Act and may be conducted on the New York Stock Exchange, in the over-the-counter market, or otherwise. The underwriters are not required to engage in these activities, and if commenced, any such activity may be discontinued at any time without notice, subject to certain conditions.
Syndicate Short Position and Covering Transactions
In connection with this offering, the underwriters may over-allot shares of common stock by selling more shares of common stock than the total number of shares set forth in the underwriter allocation table above (that is, more than 23,713,636 shares). This over-allotment creates a "short position" in the common stock for the account of the underwriters. The short position may be either a "covered short position" or a "naked short position."
•  A covered short position is a short position that does not exceed the number of shares of common stock available for purchase under the overallotment option — that is, a short position of not more than 3,559,091 shares. The underwriters may close out a covered short position either by exercising the overallotment option, in whole or in part, or by purchasing shares of common stock in the open market. In determining the source of shares to close out a covered short position, the underwriters will consider, among other things, the price of shares of common stock available for purchase in the open market as compared to the price at which they may purchase shares through the overallotment option. If the underwriters sell more shares than could be covered by the overallotment option, a naked short position exists.
•  A naked short position is a short position that exceeds the number of shares available under the overallotment option — that is, a short position in excess of 3,559,091 shares. Because the overallotment option cannot be used to close out a naked short position, the underwriters must close out any naked short position by purchasing shares of common stock in the open market. A naked short position is more likely to be created if the underwriters are concerned that downward pressure on the price of the common stock in the open market after pricing could adversely affect investors who purchase in this offering.
Penalty Bids.  The Representative may impose a penalty bid. A penalty bid is an arrangement pursuant to which the Representative may reclaim from a syndicate member all or a portion of the selling concession otherwise payable to such syndicate member with respect to any shares originally sold by such syndicate member that are subsequently repurchased by the underwriters in stabilizing transactions or syndicate covering transactions. The imposition of a penalty bid may have the effect of discouraging syndicate members from facilitating secondary-market sales of shares shortly after pricing, which could otherwise put downward pressure on the market price of the common stock.
Effect of Activities
These stabilizing transactions, syndicate covering transactions, and penalty bids may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of the common stock in the open market may be higher than the price that might otherwise exist in the absence of these transactions. These transactions may be effected on the New York Stock Exchange or otherwise, and if commenced, may be discontinued at any time without notice.
Neither the Company nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the common stock. In addition, neither the Company nor any of the underwriters makes any representation that the Representative will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.
Offering Expenses
The estimated expenses of the offering (excluding the underwriting discount), all of which are payable by the Company, are set forth in the table below:
\* Amount to be completed upon reactivation and pricing of the offering. Certain expense amounts are left blank because the offering has not yet priced. The SEC registration fee will be calculated based on the aggregate offering price in accordance with Section 6(b) of the Securities Act and Rule 457 thereunder. The FINRA filing fee will be calculated in accordance with FINRA Rule 5110(j). The NYSE listing fee will be calculated based on the number of shares to be listed and the aggregate market value thereof in accordance with the NYSE Listed Company Manual. All estimated expense amounts will be set forth in the final prospectus.
Listing
The Company has applied to list its shares of common stock on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI." NYSE Listing Application No. NYSE-2022-04218 was submitted on April 11, 2022. The listing of the shares on the NYSE is subject to the Company's satisfaction of the NYSE's quantitative and qualitative listing standards, including requirements relating to minimum market capitalization, public float, share distribution, number of round-lot holders, and corporate governance. There can be no assurance that the NYSE will approve the Company's listing application. Prior to this offering, there has been no public market for the Company's common stock.
FINRA Compliance
All of the underwriters participating in the distribution of the shares offered hereby are members of FINRA. This offering is being conducted in compliance with the applicable provisions of FINRA Rule 5110 (the "Corporate Financing Rule"), including the filing of the required documents with the FINRA Corporate Financing Department.
The Company's FINRA filing number in connection with this offering is 20221129-01. The underwriting compensation payable in connection with this offering, as described in this section (including the underwriting discount and the underwriter expense reimbursement), does not exceed the maximum compensation limits permitted under FINRA Rule 5110. The underwriter expense reimbursement cap of $350,000 for FINRA-related expenses incurred by the underwriters has been disclosed in the FINRA corporate financing application filed in connection with the offering.
Based on information provided by the underwriters and a review of public filings, no underwriter participating in this offering has a FINRA-restricted-person affiliation with the Company or the selling stockholder that would require additional disclosure or limitations under FINRA Rule 5110 or FINRA Rule 5121 (Public Offerings of Securities with Conflicts of Interest).
Electronic Distribution
A prospectus in electronic format may be made available on one or more websites maintained by the underwriters or their affiliates or by selling group members participating in this offering. The Representative may agree to allocate a number of shares of common stock to one or more underwriters for sale to their respective online brokerage account holders. Any such allocation of shares for Internet distribution will be made by the Representative on the same basis as other allocations and will be subject to the same terms and conditions as any other allocation of shares in this offering. Other than the prospectus in electronic format, the information on the websites of any underwriter or selling group member is not part of this prospectus, has not been approved or endorsed by the Company or any underwriter, and should not be relied upon by prospective investors.
Directed Share Program
No directed share program is being implemented by the Company or the underwriters in connection with this offering. The Company has not reserved any shares of common stock for sale at the initial public offering price to directors, officers, employees, or other persons associated with the Company.
Relationships with Underwriters
Certain of the underwriters and their respective affiliates have provided in the past, and may provide in the future, various investment banking, financial advisory, commercial banking, capital markets, lending, and other financial services to the Company and its affiliates in the ordinary course of business, for which such underwriters and their affiliates have received, and may in the future receive, customary fees, commissions, and other compensation.
Veltrano National Bank, which serves as administrative agent and a lender under the Company's senior secured credit facilities (including the Term Loan A facility, the Term Loan B facility, and the revolving credit facility), is not affiliated with any underwriter named in this prospectus. As described under "Use of Proceeds" elsewhere in this prospectus, the Company intends to use approximately $200,000,000 of the net proceeds from the sale of primary shares in this offering to repay a portion of the outstanding indebtedness under the Term Loan B facility with Veltrano National Bank, as administrative agent. Because Veltrano National Bank is not affiliated with any underwriter named herein, no underwriter will receive 5% or more of the net proceeds of this offering (excluding underwriting compensation), and this offering is not deemed to present a conflict of interest under FINRA Rule 5121.
In the ordinary course of their business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Company or its affiliates. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.
Selling Restrictions — International
Notice to Prospective Investors in the European Economic Area
The shares of common stock offered hereby are not intended to be offered, sold, or otherwise made available to, and should not be offered, sold, or otherwise made available to, any retail investor in the European Economic Area (the "EEA"). For purposes of this provision, a "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in Article 4(1), point (11) of Directive 2014/65/EU (as amended, "MiFID II"), (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in Article 4(1), point (10) of MiFID II, or (iii) not a qualified investor as defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the shares or otherwise making them available to retail investors in the EEA has been prepared, and therefore offering or selling the shares or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
This prospectus has been prepared on the basis that any offer of shares in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of shares. Neither this prospectus nor any other offering material relating to the shares has been or will be submitted to the competent authority of any Member State of the EEA for approval under the Prospectus Regulation, and accordingly this prospectus does not constitute an approved prospectus within the meaning of the Prospectus Regulation.
Any offer of shares in any Member State of the EEA is limited to persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation.
Notice to Prospective Investors in the United Kingdom
The shares of common stock offered hereby are not intended to be offered, sold, or otherwise made available to, and should not be offered, sold, or otherwise made available to, any retail investor in the United Kingdom. For purposes of this provision, a "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in Article 2, point (8) of Regulation (EU) No 2017/565 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"), (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in Article 2(1), point (8) of Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom by virtue of the EUWA, or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation (as defined below). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the United Kingdom by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the shares or otherwise making them available to retail investors in the United Kingdom has been prepared, and therefore offering or selling the shares or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
This prospectus has been prepared on the basis that any offer of shares in the United Kingdom will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the EUWA (the "UK Prospectus Regulation") from the requirement to publish a prospectus for offers of shares. This prospectus is not an approved prospectus for the purposes of the UK Prospectus Regulation and has not been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority.
This prospectus is being distributed in the United Kingdom only to, and is directed only at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are persons falling within Article 49(2)(a) through (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any shares may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This prospectus must not be acted on or relied upon by persons who are not relevant persons. Any investment or investment activity to which this prospectus relates is available only to relevant persons and will be engaged in only with relevant persons.
Notice to Prospective Investors in Canada
The shares of common stock may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are "accredited investors" as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are "permitted clients" as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable Canadian securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory.
Notice to Prospective Investors in Hong Kong
The shares of common stock have not been offered or sold, and will not be offered or sold, in Hong Kong, by means of any document, other than (i) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the "SFO") and any rules made thereunder, or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (the "C(WUMP)O"), or which do not constitute an offer to the public within the meaning of the C(WUMP)O. No advertisement, invitation, or document relating to the shares has been or may be issued, or has been or may be in the possession of any person for the purposes of issuance, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong), other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made thereunder.
Notice to Prospective Investors in Japan
The shares of common stock have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the "FIEA"), and accordingly, the shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5 of the definition of a resident in Article 6, Paragraph 1, Item 5 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations, and ministerial guidelines of Japan in effect at the relevant time.
Notice to Prospective Investors in Other Jurisdictions
The shares of common stock offered hereby have not been registered under the securities laws of any jurisdiction other than the United States and may not be offered, sold, or otherwise transferred in any jurisdiction outside of the United States where such offer, sale, or transfer would require registration, qualification, or compliance with any applicable securities laws, except in compliance with an applicable exemption from such requirements. Each underwriter has agreed that it will not offer, sell, or deliver shares of common stock in any jurisdiction outside of the United States except under circumstances that will result in compliance with any applicable securities laws and regulations of such jurisdiction. Persons into whose possession this prospectus or any shares come must inform themselves about, and observe, any restrictions on the distribution of this prospectus and the offer and sale of shares in their respective jurisdictions.
Transfer Agent and Registrar
The transfer agent and registrar for the Company's common stock is Continental Shareowner Services, Inc., 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004.
Dormancy Notice
The offering described in this section was placed in dormant status on June 17, 2022, in light of prevailing market conditions at that time. As of the date on which the offering was placed in dormant status:
•  The registration statement on Form S-1 had not been declared effective by the SEC.
•  No pricing of the offering had occurred, and the public offering price, underwriting discount, and related terms had not been finalized.
•  The Underwriting Agreement had not been executed by the Company, the selling stockholder, or any of the underwriters.
•  15 of the 18 identified lock-up signatories had executed lock-up agreements, with three remaining outstanding.
The terms, conditions, and other matters described in this "Underwriting" section reflect the near-final draft of the proposed terms as of June 17, 2022, and remain subject to change, in whole or in part, upon any reactivation of the offering. Upon reactivation, the Company and the underwriters would expect to update the registration statement and the prospectus, including this section, to reflect th

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