CONFIDENTIAL TREATMENT REQUESTED
CALDERWOOD & HARKNESS LLP Attorneys at Law
599 Lexington Avenue New York, New York 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
April 11, 2022
VIA EDGAR CORRESPONDENCE
Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Attention: Office of Energy & Transportation
Re: Calloway-Briggs Renewables Inc. Confidential Submission of Draft Registration Statement on Form S-1 CIK No.: 0001948372
Dear Ladies and Gentlemen:
We are writing on behalf of our client, Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a corporation organized under the laws of the State of Delaware and headquartered at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. Calderwood & Harkness LLP serves as counsel to the Company in connection with the matters described herein. This letter accompanies the confidential submission of a draft registration statement on Form S-1 (the "Draft Registration Statement" or "DRS-1") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the proposed initial public offering of shares of the Company's common stock. This matter is referenced internally as C&H Matter No. 1015-00001, and the corresponding EDGAR Accession Number for this submission is 0001948372-22-000001.
Emerging Growth Company Status and JOBS Act Accommodation
The Company is an "emerging growth company" as that term is defined in Section 2(a)(19) of the Securities Act, as amended by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). For the fiscal year ended December 31, 2021, the Company's total annual gross revenues were approximately $487.3 million. This amount is below the $1.235 billion threshold established under Section 2(a)(19) of the Securities Act for purposes of determining emerging growth company status. Accordingly, the Company qualifies as an emerging growth company and is eligible to submit a draft registration statement for confidential review by the staff (the "Staff") of the Division of Corporation Finance.
Pursuant to Section 6(e)(1) of the Securities Act, the Company is submitting the Draft Registration Statement on a confidential basis for nonpublic review by the Staff prior to a public filing with the Commission. The Company confirms that, in accordance with the requirements of Section 6(e)(1), it will publicly file the registration statement (together with all prior confidential draft submissions) not less than fifteen (15) days before the date on which the Company conducts a "road show" (as defined in Rule 433(h)(4) under the Securities Act) in connection with the proposed offering, or, in the absence of a road show, not less than fifteen (15) days before the requested effective date of the registration statement.
Description of the Proposed Offering
The Company proposes to register the initial public offering of shares of its common stock, par value $0.01 per share (the "Common Stock"). The proposed aggregate offering size is approximately $600,000,000, inclusive of a 15% overallotment option (the "Greenshoe"). The offering will consist of both (i) primary shares of Common Stock to be issued and sold by the Company (the "Primary Shares") and (ii) secondary shares of Common Stock to be sold by Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership and the Company's largest stockholder (the "Selling Stockholder" or "Pinnacle Vista") (the "Secondary Shares").
The key terms of the proposed offering, based on an assumed midpoint offering price of $22.00 per share (which has been assumed solely for filing and registration fee calculation purposes, and with respect to which a definitive price range will be included in a subsequent amendment to the Draft Registration Statement), are summarized below:
The Company notes that the final price range, the final number of shares to be offered, and certain other offering-specific information have been intentionally omitted from the Draft Registration Statement and will be included in a subsequent amendment prior to any public filing or the commencement of a road show.
The Company intends to apply to list its Common Stock on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI."
Identification of the Underwriters
The following investment banks have been engaged to serve as underwriters in connection with the proposed offering:
• Hargrove Keating & Co. — Lead-Left Book-Running Manager and Coordinating Underwriter
• Linden Pratt Securities LLC — Joint Book-Running Manager
• Graymont Brothers Inc. — Joint Book-Running Manager
• Barfield Stuart & Co. — Co-Manager
• Crane Whitley Capital LLC — Co-Manager
Prescott, Danforth & Yee LLP, with offices in New York, New York, serves as counsel to the underwriters in connection with the proposed offering.
Description of the Company
Calloway-Briggs Renewables Inc. is a Delaware-incorporated, Texas-headquartered developer and operator of utility-scale solar, wind, and battery-storage projects across the United States. The Company was founded in 2014 by Garrett Calloway (Chairman and Chief Executive Officer) and Elaine Briggs (President, Development). As of the date of this submission, the Company maintains an operating portfolio of approximately 3.8 gigawatts ("GW") of renewable-energy generation and storage capacity across 22 projects located in Texas, New Mexico, Arizona, California, and Oklahoma. In addition, the Company has approximately 1.4 GW of capacity currently under construction and a development pipeline of approximately 6.2 GW of future projects at various stages of development and permitting. The Company employs approximately 1,240 individuals. The Company's Employer Identification Number (EIN) is 83-4027615.
The Company's current pre-IPO capitalization reflects the following approximate ownership structure:
• Pinnacle Vista Capital Partners III, LP (a 2016-vintage private equity fund managed by Pinnacle Vista Capital Management LLC): approximately 62% of outstanding Common Stock;
• Co-founders (Garrett Calloway and Elaine Briggs) and members of senior management: approximately 24% of outstanding Common Stock; and
• Earlier-stage investors and current and former employees (including shares subject to outstanding equity awards): approximately 14% of outstanding Common Stock.
Contents of the Submission
The Draft Registration Statement being submitted herewith consists of the following components:
Part I — Prospectus. The preliminary prospectus included in Part I of the Draft Registration Statement contains the following sections:
• Prospectus Summary
• Risk Factors
• Use of Proceeds
• Dividend Policy
• Capitalization
• Dilution
• Selected Consolidated Financial Data
• Management's Discussion and Analysis of Financial Condition and Results of Operations
• Business
• Regulatory and Environmental Overview
• Management and Board of Directors
• Executive Compensation
• Principal and Selling Stockholders
• Certain Relationships and Related-Party Transactions
• Description of Capital Stock
• Description of Indebtedness
• Shares Eligible for Future Sale
• Material U.S. Federal Income Tax Consequences to Non-U.S. Holders
• Underwriting
• Legal Matters
• Experts
Part II — Information Not Required in Prospectus. Part II of the Draft Registration Statement includes:
• Item 13: Other Expenses of Issuance and Distribution
• Item 14: Indemnification of Directors and Officers
• Item 15: Recent Sales of Unregistered Securities
• Item 16: Exhibits and Financial Statement Schedules
• Item 17: Undertakings
Financial Statements. The Draft Registration Statement includes audited consolidated financial statements of the Company for the fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, audited by Ashford & Pemberton LLP, an independent registered public accounting firm (lead engagement partner: Gregory Sondheim, CPA). The Draft Registration Statement also includes unaudited interim consolidated financial data for the quarter ended March 31, 2022.
Exhibits. Certain exhibits to the Draft Registration Statement are included in draft form. The Company expects to complete and finalize all required exhibits in a subsequent amendment to the Draft Registration Statement prior to public filing.
The Company notes that, as indicated above, the price range, final share numbers, and certain other offering-specific information have been omitted from this initial confidential submission and will be included in a subsequent amendment.
Use of Proceeds
As described more fully in the Draft Registration Statement, the Company currently intends to use the net proceeds from the sale of Primary Shares in the offering as follows:
(a) approximately $200,000,000 to repay a portion of the Company's outstanding Term Loan B facility with Veltrano National Bank, N.A., which matures in September 2027 and currently bears interest at a rate of SOFR plus 3.25%;
(b) approximately $100,000,000 to fund a portion of the construction costs of the Cimarron Solar project, a 350-megawatt utility-scale solar photovoltaic facility located in Doña Ana County, New Mexico, which is expected to achieve commercial operation in the first quarter of 2024; and
(c) approximately $71,700,000 for general corporate purposes, including working capital and potential future acquisitions and development activities.
The Company will not receive any proceeds from the sale of Secondary Shares by the Selling Stockholder.
Concurrent Filings and Applications
In connection with the proposed offering, the Company notes the following concurrent filings and applications:
• The Company is contemporaneously submitting a listing application to the New York Stock Exchange in respect of the proposed listing of its Common Stock under the ticker symbol "CBRI" (NYSE Application No. NYSE-2022-04218).
• A corporate financing application pursuant to FINRA Rule 5110 (Filing No. 20221129-01) is currently being prepared by counsel to the underwriters and will be filed with the Financial Industry Regulatory Authority, Inc. ("FINRA") in due course. We will supplement this submission with confirmation of such filing upon completion.
Scaled Disclosure Accommodations
In preparing the Draft Registration Statement, the Company has elected to take advantage of certain scaled disclosure accommodations available to emerging growth companies under the JOBS Act and the rules and regulations of the Commission. Specifically, the Company has elected to utilize the following accommodations:
1. Reduced Financial Statement Periods. The Company has presented management's discussion and analysis of financial condition and results of operations ("MD&A") for two fiscal years (fiscal years ended December 31, 2020 and December 31, 2021) rather than three fiscal years, in reliance on the accommodations available to emerging growth companies under Section 102(b)(1) of the JOBS Act.
2. Reduced Executive Compensation Disclosure. The Company has provided executive compensation disclosure consistent with the requirements applicable to emerging growth companies under the JOBS Act, which permits the Company to omit a Compensation Discussion and Analysis ("CD&A") and provide reduced tabular and narrative compensation disclosure in accordance with the requirements of Regulation S-K Item 402 as applicable to smaller reporting companies and emerging growth companies.
3. Extended Transition Period for New Accounting Standards. The Company has elected to take advantage of the extended transition period for complying with new or revised financial accounting standards pursuant to Section 107(b) of the JOBS Act, under which the Company will adopt new or revised accounting standards on the timeline applicable to non-public companies until such time as the Company ceases to be an emerging growth company or irrevocably elects to opt out of such extended transition period.
4. Exemption from Auditor Attestation on Internal Controls. The Company is relying on the exemption from the requirement to obtain an auditor attestation report on the effectiveness of the Company's internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002, as permitted for emerging growth companies under Section 103(a)(3) of the JOBS Act.
Confidentiality Request
The Company respectfully requests that the Draft Registration Statement and this cover letter be treated as confidential by the Commission, its divisions, offices, and Staff. The Company has not authorized, and does not intend to authorize, any public disclosure regarding this confidential submission at this time. The Company's request for confidential treatment is made in reliance on the confidentiality protections afforded by Section 6(e) of the Securities Act, as added by the JOBS Act, and the related rules and guidance of the Commission regarding the confidential submission of draft registration statements by emerging growth companies.
Contact Information for Staff Communications
We respectfully request that all correspondence, comments, and communications from the Staff regarding this submission and the Draft Registration Statement be directed to the following individuals at Calderwood & Harkness LLP:
Jennifer Kwon, Partner Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4127
Email: jkwon@calderwoodharkness.com
Brendan Walsh, Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 558-4593
Email: bwalsh@calderwoodharkness.com
We also respectfully request that copies of any correspondence from the Staff be sent simultaneously to the following individuals at the Company:
Sandra Haverford General Counsel & Corporate Secretary Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, Texas 78746 Telephone: (512) 880-3400
Email: shaverford@cbrenewables.com
Marcus Yoon Chief Financial Officer Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, Texas 78746 Telephone: (512) 880-3425
Email: myoon@cbrenewables.com
We appreciate the Staff's time and attention in reviewing the Draft Registration Statement and this accompanying cover letter. Should the Staff have any questions or comments regarding this submission, or should the Staff desire any additional information, please do not hesitate to contact the undersigned at (212) 558-4127 or Brendan Walsh at (212) 558-4593. We are happy to make ourselves and representatives of the Company available at the Staff's convenience to discuss any matters arising from the review of the Draft Registration Statement. If the Staff believes it would be helpful, we would welcome the opportunity to arrange a pre-filing conference to discuss any significant issues prior to the commencement of the formal review process.
We thank you for your consideration.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Jennifer Kwon, Partner
Telephone: (212) 558-4127 Facsimile: (212) 558-3521
cc:
Sandra Haverford, General Counsel & Corporate Secretary, Calloway-Briggs Renewables Inc. Marcus Yoon, Chief Financial Officer, Calloway-Briggs Renewables Inc. Garrett Calloway, Chairman & Chief Executive Officer, Calloway-Briggs Renewables Inc. Oliver Marchetti, Managing Director, Equity Capital Markets, Hargrove Keating & Co. Margaret Yee, Partner, Prescott, Danforth & Yee LLP Christine Navarro, Partner, Whitfield Archer & Doss LLP Gregory Sondheim, Lead Engagement Partner, Ashford & Pemberton LLP
Enclosure: Draft Registration Statement on Form S-1 (EDGAR Accession No. 0001948372-22-000001)
| Component | Dollar Amount (Approx.) | Shares (Approx.) |
| Base offering (total) | $521,700,000 | 23,713,636 |
| Primary shares (Company) | $371,700,000 | 16,895,455 |
| Secondary shares (Selling Stockholder) | $150,000,000 | 6,818,182 |
| Overallotment option (Greenshoe) | $78,300,000 | 3,559,091 |
| Total offering (full exercise) | $600,000,000 | 27,272,727 |