James and Megan,
Good news — we received the executed written consent from Cascadia Growth Equity Fund III, L.P. this afternoon. The consent was executed today by Owen Charbonneau, Managing Director, and was delivered pursuant to Section 7.04(b) of CBR's Amended and Restated Stockholders' Agreement. As you know, Cascadia holds an approximately 22% equity stake in Calloway-Briggs Renewables Inc., and CBR's stockholders' agreement requires Cascadia's prior written consent for material transactions, including the proposed JV formation with Lumen Ridge. This satisfies the consent condition your team identified in the Cascadia consent analysis memo.
Specifically, the consent covers: (i) the formation of Solstice Plateau Energy Holdings LLC as a 50/50 joint venture between CBR and Lumen Ridge Infrastructure Partners LLC; (ii) CBR's contribution of the eight-project solar development portfolio (approximately 1,200 MW, at an agreed valuation of $90,000,000) and CBR's $60,000,000 cash contribution, representing CBR's aggregate $150,000,000 initial capital commitment against a total aggregate equity commitment of $300,000,000 ($150,000,000 from each member); and (iii) CBR's entry into the LLC Agreement, Contribution Agreement, Development and Construction Management Agreement, Tax Protection Agreement, and all related ancillary documents.
I'm attaching a scanned copy of the executed consent for your files and for inclusion in the closing deliverables (C&H Matter No. 48172.001). The original will be held by CBR and can be made available for the closing binder as needed.
Please confirm receipt and let me know if you need anything additional from Cascadia or from us on this front. With HSR early termination already granted on November 8 and the Cascadia consent now in hand, the remaining material closing condition is receipt of the Brazos Point project permit from Wharton County, which is still pending. This is a good milestone — glad to have it behind us as we push toward the November 28 target for final document circulation and December 4 signing.
Best regards,
Rebecca Whitfield General Counsel Calloway-Briggs Renewables Inc. 2300 Travis Street, Suite 4200 Houston, TX 77006 (713) 555-4810 rwhitfield@calloway-briggs.com
Attachment: Cascadia Growth Equity Fund III LP — Executed Written Consent (11.20.2023) [O. Charbonneau].pdf