CALDERWOOD & HARKNESS LLP
CONFIDENTIAL
INTERNAL CONFLICTS CHECK MEMORANDUM
TO: Patricia Dunmore, Responsible Partner, Energy & Infrastructure Practice Group
FROM: David Stanton, Working Associate, Energy & Infrastructure Practice Group
DATE: June 19, 2025
RE: Conflicts Check — Proposed Representation of Calloway-Briggs Renewables Inc. in Connection with Solar Power Purchase Agreement with Meridian DataCore Solutions Inc. (Saguaro Flats Solar Project)
MATTER NO.: 1015-00002 (Pending)
CLASSIFICATION: Attorney Work Product — Privileged & Confidential — Not for Distribution Outside Calderwood & Harkness LLP. This memorandum is prepared in connection with the Firm's internal conflict-of-interest review procedures and is subject to the protections of the attorney work-product doctrine and the attorney-client privilege. This memorandum should not be disclosed to any person outside the Firm without prior written authorization from the Firm's General Counsel.
I. PURPOSE
This memorandum documents the results of the conflicts-of-interest search conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Calloway-Briggs Renewables Inc. ("CBR") as seller's counsel in the negotiation of a twenty (20)-year power purchase agreement (the "PPA") with Meridian DataCore Solutions Inc. ("Meridian" or "MDS") for the full energy output and associated environmental attributes of the planned 150 MW(ac) Saguaro Flats Solar Project located in Pecos County, Texas (the "Project"). The PPA will be entered into between Saguaro Flats Solar LLC, a wholly owned special-purpose subsidiary of CBR, as Seller, and Meridian, as Buyer.
The proposed engagement was initiated following a business development discussion between Patricia Dunmore and CBR's General Counsel, Rachel Muñoz, on June 16, 2025. The anticipated engagement letter date is June 20, 2025. In order to permit timely clearance before finalization of the engagement letter and commencement of substantive work, the conflicts check described herein was run on June 19, 2025.
The proposed C&H engagement team for this matter would consist of the following attorneys:
The scope of the proposed engagement encompasses the drafting, negotiation, and execution of the PPA, including all ancillary documentation such as the guaranty agreement (if any), the lender consent and direct agreement, estoppel certificates, and related instruments necessary to support the financing of the Project. The Firm's representation would be limited to CBR (as Seller's parent) and Saguaro Flats Solar LLC (as Seller); the Firm would not represent any lender, equity investor, EPC contractor, or other transaction participant.
This memorandum identifies each party and affiliate searched, describes the search methodology employed, reports the results of the search, analyzes the results under the applicable rules of professional conduct, and sets forth recommendations for engagement letter disclosures and other protective measures.
II. PARTIES AND AFFILIATES SEARCHED
The following parties and affiliates were searched in the Firm's New Matter Intake System ("NMIS"), which serves as the Firm's comprehensive conflicts database. For each party, the full legal name, entity type, headquarters, identifying numbers, business description, and key personnel searched are set forth below. Affiliates and related entities were identified through publicly available corporate records, information provided by CBR in its engagement questionnaire dated June 17, 2025, and the Firm's independent research.
A. Client — Calloway-Briggs Renewables Inc. ("CBR")
• Full Legal Name: Calloway-Briggs Renewables Inc.
• Entity Type: Corporation organized under the laws of the State of Delaware
• Headquarters: 4200 Travis Street, Suite 1800, Houston, Texas 77002
• Registered Agent (DE): Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904
• Employer Identification Number (EIN): 82-4637201
• Business Description: CBR is an independent renewable energy developer and operator with an operating portfolio of approximately 1.8 GW of solar and wind generation assets located across the Electric Reliability Council of Texas ("ERCOT"), the Southwest Power Pool ("SPP"), and the Midcontinent Independent System Operator ("MISO") market regions. CBR was founded in 2011 and is headquartered in Houston, Texas. CBR's development pipeline includes an additional approximately 2.4 GW of solar, wind, and battery storage projects in various stages of development.
• Key Personnel Searched:
• Lena Calloway-Briggs — Co-Founder, Chairwoman & Chief Executive Officer
• Marcus Tiernan — President & Chief Operating Officer
• Janet Okafor — Senior Vice President, Origination & Commercial
• Derek Engstrom — Vice President, Project Finance & Treasury
• Rachel Muñoz — General Counsel
• Financial Profile: Consolidated revenue for fiscal year 2024 of approximately $312 million; consolidated EBITDA of approximately $118 million. Pinnacle Ratings Group corporate family rating of BBB− (stable outlook, assigned March 2024).
B. Project Company — Saguaro Flats Solar LLC
• Full Legal Name: Saguaro Flats Solar LLC
• Entity Type: Limited liability company organized under the laws of the State of Delaware; wholly owned (100%) by CBR
• Registered Agent (DE): Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904
• Employer Identification Number (EIN): 93-1284506
• Manager: Calloway-Briggs Renewables Inc.
• Role in Transaction: Saguaro Flats Solar LLC is the special-purpose project company formed to develop, construct, own, and operate the 150 MW(ac) Saguaro Flats Solar Project. It will serve as the contractual "Seller" under the PPA and as the borrower under the project-finance facility described below. The entity was formed on or about February 14, 2024, and has no material assets other than the Project-related contracts and permits.
C. Equity Sponsor — Ridgepoint Capital Partners LP
• Full Legal Name: Ridgepoint Capital Partners LP
• Entity Type: Limited partnership organized under the laws of the State of Delaware; Houston-based infrastructure-focused private equity fund
• Ownership Interest: Ridgepoint Capital Partners LP holds approximately 68% of CBR's outstanding common equity. The remaining approximately 32% is held by CBR's founders, management, and other minority investors.
• Key Personnel Searched:
• Alan Driscoll — Managing Partner
• Role in Transaction: Ridgepoint is the majority equity sponsor of CBR and, through its ownership of CBR, is the indirect majority owner of Saguaro Flats Solar LLC. Ridgepoint is not expected to be a direct signatory to the PPA, although it may be asked to provide a limited guaranty of certain of Seller's obligations or to participate in the financing-related documentation.
D. Counterparty — Meridian DataCore Solutions Inc. ("Meridian" or "MDS")
• Full Legal Name: Meridian DataCore Solutions Inc.
• Entity Type: Corporation organized under the laws of the State of Delaware; publicly traded on the Nasdaq Global Select Market under the ticker symbol "MDCS"
• Headquarters: 700 Lakeshore Parkway, Building C, Austin, Texas 78746
• Employer Identification Number (EIN): 47-5918320
• Business Description: Meridian is a hyperscale and co-location data center operator with fourteen (14) active campuses representing approximately 480 MW of critical IT load across the states of Texas, Virginia, Ohio, and Nevada. Meridian's data center operations serve enterprise cloud computing, artificial intelligence workloads, and content delivery network customers. As of June 2025, Meridian's market capitalization was approximately $8.2 billion. For fiscal year 2024, Meridian reported revenue of approximately $2.1 billion and EBITDA of approximately $740 million.
• Credit Rating: Pinnacle Ratings Group corporate rating of BBB (stable outlook).
• Key Personnel Searched:
• Thomas Vellinger — Chief Executive Officer
• Priya Chandrasekaran — Chief Financial Officer
• Nathan Gilroy — Senior Vice President, Energy & Sustainability
• Amara Osei — Vice President, Procurement & Contracts
• Victor Langford — Deputy General Counsel
• Role in Transaction: Meridian will serve as "Buyer" under the PPA, purchasing the full energy output and associated renewable energy certificates from the Project on a fixed-price, pay-as-produced basis over the twenty-year contract term. The PPA is intended to serve Meridian's corporate renewable energy procurement objectives and to support the electricity load requirements of Meridian's Texas-based data center campuses.
E. Counterparty's Counsel — Hargrove & Linden LLP
• Full Legal Name: Hargrove & Linden LLP
• Office: 300 Congress Avenue, Suite 2200, Austin, Texas 78701
• Lead Partner Searched: Evelyn Crumveth, Partner, Energy & Commercial Transactions Practice
• Associate Searched: Ryan Matsuda, Associate
• Role in Transaction: Hargrove & Linden LLP has been retained by Meridian as Buyer's counsel for the negotiation of the PPA.
F. Lead Lender / Administrative Agent — Tralvendo National Bank, N.A.
• Full Legal Name: Tralvendo National Bank, N.A.
• Headquarters: 600 Main Street, Suite 3000, Dallas, Texas 75202
• Role in Transaction: Tralvendo will serve as Administrative Agent and Lead Arranger for the $108,000,000 Saguaro Flats construction-to-term loan facility (the "Facility"). Tralvendo also holds $21,000,000 of the Facility commitments in its own right and will issue the Seller's $7,000,000 standby letter of credit required under the PPA as credit support for Seller's performance obligations.
• Key Contact Searched:
• Diane Roessler — Director, Project Finance Group
G. Syndicate Lenders
The following institutions have been identified as syndicate lenders participating in the Facility alongside Tralvendo:
• Osprey Commercial Lending Corp. — Delaware corporation; commitment amount: $36,000,000
• Grandview Savings Bank, FSB — Federal savings bank; commitment amount: $27,000,000
• Blue Prairie Capital Markets LLC — Delaware limited liability company; commitment amount: $24,000,000
Each of the syndicate lenders was searched by full legal name and commonly used short names.
H. Lender's Counsel — Whitfield Stroval & Cade LLP
• Full Legal Name: Whitfield Stroval & Cade LLP
• Office: 51 West 52nd Street, 30th Floor, New York, New York 10019
• Lead Partner Searched: Philip Thornton, Partner, Project Finance & Structured Lending Practice
• Role in Transaction: Whitfield Stroval & Cade LLP has been retained by Tralvendo, as Administrative Agent, on behalf of the lender group, to serve as lender's counsel in connection with the negotiation and documentation of the Facility and related lender-consent and direct-agreement documentation.
I. EPC Contractor — Sunbelt Power Construction LLC
• Full Legal Name: Sunbelt Power Construction LLC
• Headquarters: 2100 Industrial Blvd., San Antonio, Texas 78221
• Role in Transaction: Sunbelt has been selected as the engineering, procurement, and construction ("EPC") contractor for the Project under a fixed-price, turnkey EPC contract with a contract price of $142,500,000. Sunbelt is expected to achieve commercial operation of the Project by the fourth quarter of 2026.
J. Independent Engineer — Gresham Engineering Advisors Inc.
• Full Legal Name: Gresham Engineering Advisors Inc.
• Headquarters: 8700 Shoal Creek Blvd., Suite 350, Austin, Texas 78757
• Role in Transaction: Gresham has been retained by Tralvendo, on behalf of the lender group, to serve as the independent engineer for the Project, providing construction monitoring, milestone certification, and technical review services.
K. Insurance Broker and Carriers
• Broker: Fieldstone Risk Advisors LLC, Houston, Texas — insurance broker for the Project
• Builder's Risk / Property Insurer: Commonwealth Mutual Insurance Co. — an Ohio mutual insurance company providing builder's risk insurance during construction and property and equipment breakdown insurance during operations
• General Liability Insurer: Ridgeway Casualty Group Inc. — a Connecticut corporation providing commercial general liability insurance for the Project
L. Solar Resource Consultant — Heliograph Energy Consulting LLC
• Full Legal Name: Heliograph Energy Consulting LLC
• Headquarters: Denver, Colorado
• Role in Transaction: Heliograph has been retained to provide an independent solar resource assessment for the Project site, including P50 and P90 energy production estimates, which will be relied upon by the lender group and by CBR in connection with PPA pricing and financial modeling.
M. Ground Lessor — Redrock Mesa Ranch LP
• Full Legal Name: Redrock Mesa Ranch LP
• Entity Type: Limited partnership organized under the laws of the State of Texas
• Role in Transaction: Redrock Mesa Ranch LP is the fee owner of approximately 1,400 acres of land located along FM Road 1776 in Pecos County, Texas, which constitutes the Project site. Saguaro Flats Solar LLC has entered into a thirty-five (35)-year ground lease with Redrock Mesa Ranch LP for the use of the site for solar energy generation purposes.
N. Transmission Service Provider — West Texas Wires LLC
• Full Legal Name: West Texas Wires LLC
• Entity Type: Limited liability company organized under the laws of the State of Texas
• Role in Transaction: West Texas Wires LLC is the transmission service provider responsible for the generator interconnection of the Project at the Fort Stockton 345 kV Substation. The Project holds ERCOT interconnection queue position ERCOT-GI-2024-0437, and the interconnection agreement with West Texas Wires LLC is expected to be executed in the third quarter of 2025.
O. Credit Rating Agency — Pinnacle Ratings Group
• Full Legal Name: Pinnacle Ratings Group (a division of Pinnacle Financial Analytics Inc.)
• Headquarters: New York, New York
• Role in Transaction: Pinnacle Ratings Group is the credit rating agency that has issued corporate family ratings for both CBR (BBB−, stable outlook) and Meridian (BBB, stable outlook). These ratings are relevant to the creditworthiness assessments underpinning the PPA's credit support provisions. Pinnacle is not a party to the PPA or any other transaction document.
P. Auditor — Aldgate & Pryor CPAs LLP
• Full Legal Name: Aldgate & Pryor CPAs LLP
• Headquarters: Houston, Texas
• Role: External auditor for CBR; provides annual audit opinions on CBR's consolidated financial statements.
Q. Registered Agent — Capitol Registered Agents LLC
• Full Legal Name: Capitol Registered Agents LLC
• Address: 850 New Burton Road, Suite 201, Dover, Delaware 19904
• Role: Serves as the Delaware registered agent for both CBR and Saguaro Flats Solar LLC.
III. SEARCH METHODOLOGY
The conflicts check was conducted in accordance with the Firm's Conflicts Clearance Policy (as amended, effective January 1, 2025) and the Firm's New Business Intake Procedures Manual. The search encompassed the following databases, systems, and records:
1. Firm's New Matter Intake / Conflicts Database ("NMIS"): The NMIS is the Firm's central conflicts database, which contains records of all current and former clients, adverse parties, co-parties, and related entities for every matter handled by the Firm since its founding in 1962. The database is updated on a continuous basis as new matters are opened and existing matters are closed. As of the date of this search, the NMIS contained records for approximately 87,400 client/entity entries and approximately 142,000 individual matter entries.
2. Lateral Hire Disclosure Records: Records maintained by the Firm's Conflicts & New Business Department reflecting prior-firm client relationships disclosed by laterally hired attorneys at the time of their hiring. These records are cross-referenced with the NMIS to identify potential imputed conflicts arising from lateral hires.
3. Personnel Records: The Firm's human resources records, searched to identify any prior employment of proposed engagement team members at Hargrove & Linden LLP, Whitfield Stroval & Cade LLP, or any other firm representing a party in the transaction.
4. Financial Interest Disclosures: The annual financial interest and outside activity disclosures filed by each proposed engagement team member pursuant to the Firm's Personal Conflicts Policy, reviewed to identify direct or indirect financial interests in any party to the transaction, including securities holdings in Meridian DataCore Solutions Inc. (publicly traded, Nasdaq: MDCS).
The following search terms were employed in querying the NMIS:
• Full legal names of all parties and affiliates listed in Section II above
• Commonly used short names and abbreviations (e.g., "CBR," "MDS," "Meridian," "Tralvendo," "Ridgepoint," "Saguaro Flats")
• Ticker symbols (MDCS)
• Employer Identification Numbers (EINs) for all entities for which EINs were available
• "Doing business as" (d/b/a) names, if any
• Full names of all key personnel identified in Section II above
• Names of all proposed C&H engagement team members
The search was conducted on June 19, 2025, by David Stanton (Working Associate, Energy & Infrastructure), with the assistance of Margaret Llewellyn and Jonathan Ortega of the Firm's Conflicts & New Business Department. A confirmation of the search results was generated by the NMIS system and has been retained in the Firm's files for Matter No. 1015-00002.
IV. SEARCH RESULTS
Set forth below are the results of the conflicts search for each party and affiliate identified in Section II. For each party, the memorandum indicates whether any current or prior representations, adverse representations, or other potential conflicts were identified, together with a preliminary assessment and conclusion.
A. Calloway-Briggs Renewables Inc. / Saguaro Flats Solar LLC
No current or prior representations of Calloway-Briggs Renewables Inc. or any CBR subsidiary (including Saguaro Flats Solar LLC) were identified in the Firm's NMIS database. Additionally, no prior adverse representations against CBR or any CBR affiliate were identified. The Firm has had no prior attorney-client relationship with CBR or any entity within the CBR corporate family.
Conclusion: No conflict. CBR is a new client to the Firm.
B. Ridgepoint Capital Partners LP / Alan Driscoll
No current representations of Ridgepoint Capital Partners LP or Alan Driscoll were identified in the NMIS database. No prior adverse representations against Ridgepoint or Mr. Driscoll were identified.
One historic matter was identified in which the Firm represented a portfolio company of a different Ridgepoint-affiliated fund — specifically, Ridgepoint Real Assets Fund II LP (a separate fund vehicle from Ridgepoint Capital Partners LP) — in an unrelated commercial real estate acquisition transaction (Matter No. 1015-00002, closed approximately October 2019). The matter has been closed for more than five years, involved no overlap with CBR, the Saguaro Flats Project, or any renewable energy matter, and the Firm's client in that engagement was the portfolio company itself (not Ridgepoint as an entity). No confidential information received in that engagement is relevant to the proposed PPA matter.
Conclusion: No conflict. No ongoing duty of loyalty to Ridgepoint Capital Partners LP or its affiliates. The prior representation of a portfolio company of a separate Ridgepoint-affiliated fund does not give rise to a current-client or former-client conflict.
C. Meridian DataCore Solutions Inc.
No current representation of Meridian DataCore Solutions Inc. was identified in any practice group within the Firm. The NMIS search confirmed that Meridian is not a current client of C&H.
One prior engagement involving Meridian was identified: In 2022, the Firm's Capital Markets practice group advised Lone Star Securities LLC, a member of an underwriting syndicate, in connection with the public offering of Meridian's 5.125% Senior Notes due 2032 (Matter No. 1015-00002, closed approximately August 2022). In that engagement, the Firm represented the underwriter (Lone Star Securities LLC), not Meridian. The Firm did not serve as issuer's counsel and did not receive from Meridian any confidential information beyond the publicly filed offering documents and customary due diligence materials that were shared with the entire underwriting syndicate. The matter was fully concluded; no ongoing obligations or continuing duties exist.
In the proposed PPA engagement, Meridian would occupy an adverse-party role as the Buyer counterparty to CBR's Seller. Because the Firm has no current attorney-client relationship with Meridian, no direct conflict arises under New York Rules of Professional Conduct, Rule 1.7 (concurrent conflicts of interest involving current clients). Additionally, because the Firm's prior engagement involved representation of the underwriter rather than Meridian itself, Meridian is not properly characterized as a "former client" of the Firm for purposes of Rule 1.9. Even were Meridian to be treated as a former client arguendo, the prior capital markets engagement is not "substantially related" to the proposed PPA engagement — the two matters involve entirely different subject matter, different legal issues, and different factual circumstances, and no confidential information obtained in the prior engagement would be material to the PPA negotiation.
Conclusion: No disqualifying conflict. The prior underwriter-side representation does not create a current-client conflict (Rule 1.7) or a substantial-relationship conflict with a former client (Rule 1.9) because the Firm did not receive confidential information from Meridian material to the proposed PPA engagement.
D. Hargrove & Linden LLP / Evelyn Crumveth / Ryan Matsuda
No current or prior representation of Hargrove & Linden LLP or its individual attorneys, Evelyn Crumveth and Ryan Matsuda, was identified in the NMIS database. No prior adverse representations involving Hargrove & Linden LLP were identified. No proposed engagement team member has any prior employment or personal relationship with Hargrove & Linden LLP or its attorneys.
Conclusion: No conflict.
E. Tralvendo National Bank, N.A.
The Firm has represented Tralvendo National Bank, N.A. on two prior, unrelated project-finance matters, both of which are now closed:
(i) Matter No. 1015-00002 (closed, approximately March 2020): The Firm represented Tralvendo as administrative agent in connection with a $65,000,000 construction loan facility for a wind energy project in the Oklahoma panhandle. The borrower in that matter was an unrelated project company with no connection to CBR or Ridgepoint. The matter was fully completed and closed approximately five years ago.
(ii) Matter No. 1015-00002 (closed, approximately November 2023): The Firm represented Tralvendo as lender in connection with the amendment and restatement of a $40,000,000 term loan facility for an industrial cogeneration facility in Corpus Christi, Texas. Again, the borrower was an unrelated entity with no connection to any party in the proposed engagement. The matter was fully completed and closed approximately nineteen months ago.
In the proposed engagement, Tralvendo occupies the role of administrative agent and lead lender to CBR's project company, Saguaro Flats Solar LLC. The Firm would coordinate with Tralvendo and its counsel (Whitfield Stroval & Cade LLP) on PPA bankability provisions, the form of the Lender Consent and Direct Agreement, and related lender requirements, but the Firm would not represent Tralvendo in this transaction. Tralvendo's interests and CBR's interests are generally aligned insofar as both parties seek a bankable, enforceable, and fully financeable PPA. However, certain tensions could arise with respect to specific provisions of the Lender Consent and Direct Agreement, including lender step-in rights, cure periods, assignment provisions, and default remedies, where the lender group's interests may not be perfectly aligned with those of the Seller.
Notwithstanding these potential tensions, Tralvendo is not properly characterized as an "adverse party" in the context of this engagement. The Firm is not currently representing Tralvendo in any active matter, and the prior closed engagements do not create an ongoing duty of loyalty that would conflict with the proposed representation of CBR. No confidential information obtained from Tralvendo in the prior closed matters — which involved entirely different borrowers, projects, and credit structures — is relevant to the proposed PPA engagement.
Conclusion: No disqualifying conflict. As a precautionary measure, it is recommended that the Firm inform CBR in the engagement letter that the Firm has previously represented Tralvendo National Bank, N.A. in unrelated matters and may in the future represent Tralvendo in matters unrelated to the Saguaro Flats Project. This disclosure will ensure transparency and preserve CBR's ability to provide informed consent to the engagement terms.
F. Syndicate Lenders — Osprey Commercial Lending Corp., Grandview Savings Bank FSB, Blue Prairie Capital Markets LLC
No current or prior representations of Osprey Commercial Lending Corp., Grandview Savings Bank FSB, or Blue Prairie Capital Markets LLC were identified in the NMIS database. No prior adverse representations involving any of these entities were identified.
Conclusion: No conflict as to any syndicate lender.
G. Whitfield Stroval & Cade LLP / Philip Thornton
No current or prior representation of Whitfield Stroval & Cade LLP or Philip Thornton was identified in the NMIS database. Although the Firm and Whitfield Stroval & Cade LLP may find themselves on opposite sides of certain negotiation points in connection with the Lender Consent and Direct Agreement — where the Firm, representing the Seller, may advocate for narrower lender step-in rights and shorter cure periods than the lender group may prefer — Whitfield Stroval & Cade LLP is lender's counsel and does not occupy an adverse-party position relative to CBR. The relationship between borrower's counsel and lender's counsel in a project-finance transaction is cooperative in nature, with areas of negotiation rather than adversity.
Conclusion: No conflict.
H. Sunbelt Power Construction LLC
No current or prior representations of Sunbelt Power Construction LLC were identified in the NMIS database. No prior adverse representations involving Sunbelt were identified.
Conclusion: No conflict.
I. Gresham Engineering Advisors Inc.
No current or prior representations of Gresham Engineering Advisors Inc. were identified in the NMIS database. No prior adverse representations involving Gresham were identified.
Conclusion: No conflict.
J. Fieldstone Risk Advisors LLC / Commonwealth Mutual Insurance Co. / Ridgeway Casualty Group Inc.
No current or prior representations of Fieldstone Risk Advisors LLC, Commonwealth Mutual Insurance Co., or Ridgeway Casualty Group Inc. were identified in the NMIS database. No prior adverse representations involving any of these entities were identified.
Conclusion: No conflict as to any insurance-related party.
K. Heliograph Energy Consulting LLC
No current or prior representations of Heliograph Energy Consulting LLC were identified in the NMIS database. No prior adverse representations involving Heliograph were identified.
Conclusion: No conflict.
L. Redrock Mesa Ranch LP
No current or prior representations of Redrock Mesa Ranch LP were identified in the NMIS database. No prior adverse representations involving Redrock Mesa Ranch LP were identified.
Conclusion: No conflict.
M. West Texas Wires LLC
No current or prior representations of West Texas Wires LLC were identified in the NMIS database. No prior adverse representations involving West Texas Wires LLC were identified.
Conclusion: No conflict.
N. Pinnacle Ratings Group
The Firm currently represents Pinnacle Ratings Group (a division of Pinnacle Financial Analytics Inc.) in an active, unrelated engagement. Specifically, the Firm's Corporate & Securities practice group is providing general regulatory advice to Pinnacle in connection with certain compliance matters arising under the Credit Rating Agency Reform Act and related SEC regulations (Matter No. 1015-00002, opened approximately September 2024, currently active). The responsible partner for that engagement is Sandra Whitmore (Partner, Corporate & Securities).
Pinnacle's role in the Saguaro Flats transaction is limited to having issued corporate credit ratings for both CBR (BBB−) and Meridian (BBB). These ratings are publicly available and are referenced in the PPA's credit support provisions and in the lender group's credit analysis. Pinnacle is not a party to the PPA, is not a counterparty to any transaction document, is not a service provider to the Project, and has no adversarial relationship whatsoever with CBR or with any other party to the transaction. Pinnacle's credit ratings are informational in nature and were issued independently in the ordinary course of Pinnacle's rating agency business.
No direct or material adversity exists between CBR and Pinnacle. The Firm's representation of CBR in the PPA negotiation will not require the Firm to take any position adverse to Pinnacle, challenge any Pinnacle rating, or otherwise act in a manner inconsistent with the Firm's duties to Pinnacle as a current client. Accordingly, the concurrent representations do not give rise to a conflict under Rule 1.7(a) of the New York Rules of Professional Conduct.
Conclusion: No disqualifying conflict. As a matter of best practice and transparency, it is recommended that the Pinnacle relationship be noted in the engagement letter disclosure to CBR.
O. Aldgate & Pryor CPAs LLP
No current or prior representations of Aldgate & Pryor CPAs LLP were identified in the NMIS database. No prior adverse representations involving Aldgate & Pryor were identified.
Conclusion: No conflict.
P. Capitol Registered Agents LLC
No current or prior representations of Capitol Registered Agents LLC were identified in the NMIS database. No prior adverse representations involving Capitol Registered Agents were identified.
Conclusion: No conflict.
Q. Personnel / Attorney Screening
Each proposed engagement team member was individually screened for personal conflicts, including direct or indirect financial interests in any party to the transaction, family relationships with officers, directors, or employees of any party, and prior employment relationships with any law firm or entity involved in the transaction. The results of this screening are summarized as follows:
Specifically, no proposed team member holds any securities of Meridian DataCore Solutions Inc. (Nasdaq: MDCS) or any other publicly traded entity that is a party to the transaction. No proposed team member has any family relationship within the third degree of consanguinity or affinity with any officer, director, or key employee of any party identified in Section II. No proposed team member has been previously employed by Hargrove & Linden LLP, Whitfield Stroval & Cade LLP, or any other firm or entity involved in the transaction.
Conclusion: No personal conflicts identified for any proposed engagement team member.
V. ANALYSIS AND ETHICAL FRAMEWORK
A. Applicable Rules
The Firm is organized and headquartered in New York and is subject to the New York Rules of Professional Conduct (the "NYRPC"), which govern conflicts of interest arising in connection with the Firm's representations. The two primary rules applicable to this conflicts analysis are:
Rule 1.7 — Current Client Conflicts of Interest. Rule 1.7(a) provides that, except as permitted by paragraph (b), a lawyer shall not represent a client if a reasonable lawyer would conclude that (1) the representation will involve the lawyer in representing differing interests, or (2) there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. Where a concurrent conflict exists, Rule 1.7(b) permits the representation to proceed if the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client, the representation is not prohibited by law, the representation does not involve the assertion of a claim by one client against another client represented by the lawyer in the same litigation or proceeding, and each affected client gives informed consent confirmed in writing.