All,
I am pleased to confirm that the closing of the formation of Solstice Plateau Energy Holdings LLC (the "JV" or "Solstice Plateau"), the 50/50 joint venture between Calloway-Briggs Renewables Inc. ("CBR") and Lumen Ridge Infrastructure Partners LLC ("Lumen Ridge"), was completed today, February 20, 2024 (Calderwood & Harkness LLP Matter No. 48172.001). Below is a summary of the key closing actions, deliverables exchanged, and immediate next steps.
**I. Capital Contributions and Funds Flow**
All closing funds have been released from escrow held by Continental Fiduciary Trust Company (escrow account reference CFT-2024-00847). Specifically:
- CBR's cash contribution of $60,000,000 and Lumen Ridge's cash contribution of $150,000,000 (aggregate cash contributions of $210,000,000) have been released from escrow and wired to Solstice Plateau's operating account at Trident National Bank, N.A. - CBR's in-kind contribution of the eight-project solar development portfolio (agreed valuation of $90,000,000) has been effectuated pursuant to the Contribution Agreement. - Total initial capital contributions: $300,000,000 ($150,000,000 from each Member).
**II. Entity Formation**
- The Certificate of Formation for Solstice Plateau Energy Holdings LLC was filed with the Delaware Secretary of State on February 19, 2024 (DE SOS File Number 7849312). - Registered Agent: Peachtree Corporate Services, Inc., 1209 Orange Street, Suite 300, Wilmington, DE 19801. - EIN: 93-4158203.
**III. Executed Transaction Documents**
All transaction documents were fully executed and delivered at closing, including the following:
1. Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC (executed December 4, 2023; effective as of the Closing Date); 2. Contribution Agreement (Project Portfolio) between CBR and Solstice Plateau; 3. Development and Construction Management Agreement between Solstice Plateau and CBR; 4. Tax Protection Agreement between Solstice Plateau and CBR; and 5. Escrow Agreement among CBR, Lumen Ridge, and Continental Fiduciary Trust Company.
**IV. Closing Deliverables Exchanged**
The following closing deliverables were exchanged or confirmed as of today's closing:
*CBR / Calderwood & Harkness Deliverables:* - Legal opinion of Calderwood & Harkness LLP delivered to Lumen Ridge (signed by James Prentice) - Officer's Certificate of CBR executed by Margaret Calloway, CEO - Secretary's Certificate of CBR with attested board resolutions - Certificate of Good Standing for CBR from the Texas Secretary of State (TX SOS File Number 0801647392, dated February 12, 2024)
*Lumen Ridge / Haverford, Quinn & Steele Deliverables:* - Counterparty closing deliverables received from Haverford, Quinn & Steele LLP on behalf of Lumen Ridge, including officer's certificate, certificate of good standing, and legal opinion
*Previously Delivered / Third-Party Confirmations:* - Confirmation of Cascadia Growth Equity Fund III, L.P. consent (previously delivered November 20, 2023) - HSR clearance confirmation — early termination granted November 8, 2023 (HSR Transaction Number 20231018-CBR-LRI) - Brazos Point project permit (received January 10, 2024) — the final outstanding closing condition satisfied
**V. Initial Officers and Governance**
Pursuant to the LLC Agreement: - Daniel Estrada (CBR) will serve as initial Chief Executive Officer of Solstice Plateau. - Victor Osei (Lumen Ridge) will serve as initial Chief Financial Officer of Solstice Plateau. - CBR holds the initial Chair of the Management Committee (Year 1 rotating chair).
**VI. Next Steps**
1. **Closing Binder.** Calderwood & Harkness will prepare and circulate the final closing binder and closing binder index. Derek Okonkwo is coordinating this effort, and we expect to finalize and distribute the binder within the next few days.
2. **Independent Auditor / Tax.** Pennington Clarke LLP (Harold Yeung) has been engaged as the JV's independent auditor and tax return preparer (engagement letter dated January 8, 2024). Initial coordination with Pennington Clarke will follow shortly.
3. **Credit Facility.** The Trident National Bank credit facility (reference TNB-EIF-2024-0193; commitment letter executed January 22, 2024) is in place, and Lumen Ridge will proceed with drawing down project-level financing as construction commences.
4. **Insurance.** The insurance program is in place, with builder's risk and commercial property coverage through Ironclad Mutual Insurance Co. (policy BRX-2024-SP-00412), arranged by Blackthorn Risk Advisors LLC.
Please note that the final closing checklist (updated through today's date) and the funds flow memorandum are available in the data room and will be included in the closing binder.
Congratulations to both the CBR and Lumen Ridge teams on a successful closing. This has been a tremendous collaborative effort across all parties, and we are pleased to have reached this milestone. Please do not hesitate to reach out if you have any questions.
Best regards,
Megan Chu Senior Associate Calderwood & Harkness LLP 1000 Louisiana Street, Suite 5500 Houston, TX 77002 T: (713) 555-4218 E: mchu@calderwoodharkness.com
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