All,
I am pleased to confirm that, as of today, December 4, 2023, all principal transaction documents for the formation of Solstice Plateau Energy Holdings LLC, the 50/50 joint venture between Calloway-Briggs Renewables Inc. ("CBR") and Lumen Ridge Infrastructure Partners LLC ("Lumen Ridge"), have been duly executed and delivered by the parties. (C&H Matter No. 48172.001.)
The following agreements were executed today:
1. **Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC** — executed by Calloway-Briggs Renewables Inc. (by Margaret Calloway, CEO) and Lumen Ridge Infrastructure Partners LLC (by Nathaniel Forsythe, Managing Partner).
2. **Contribution Agreement** — between Calloway-Briggs Renewables Inc. and Solstice Plateau Energy Holdings LLC, governing CBR's contribution of eight solar development projects (aggregate ~1,200 MW DC; agreed valuation of $90,000,000) to the JV.
3. **Development and Construction Management Agreement** — between Solstice Plateau Energy Holdings LLC and Calloway-Briggs Renewables Inc., appointing CBR as development and construction manager for all JV projects (1.5% annual development management fee; 3.0% construction management fee on hard construction costs).
4. **Tax Protection Agreement** — between Solstice Plateau Energy Holdings LLC and Calloway-Briggs Renewables Inc., providing a seven-year tax protection against recognition of built-in gain on contributed assets ($55,800,000 built-in gain; $90,000,000 book value vs. $34,200,000 tax basis).
5. **Escrow Agreement** — among Calloway-Briggs Renewables Inc., Lumen Ridge Infrastructure Partners LLC, and Continental Fiduciary Trust Company, as escrow agent, governing the deposit and release of closing funds (CBR: $60,000,000 cash; Lumen Ridge: $150,000,000 cash; escrow account reference CFT-2024-00847).
Executed signature pages for each of the five agreements listed above are attached to this email for the parties' records. Fully conformed copies of each executed agreement will follow under separate cover.
**Path to Closing / Next Steps**
Please note that signing today does not constitute closing. Closing remains subject to the satisfaction of the remaining conditions precedent as set forth in the LLC Agreement. The key outstanding items between now and closing are as follows:
- **Brazos Point Permit** — The one remaining outstanding environmental permit (Wharton County, TX) must be received prior to closing. - **Certificate of Formation** — Filing with the Delaware Secretary of State for Solstice Plateau Energy Holdings LLC to be completed prior to closing. - **Escrow Funding** — Both parties to deposit their respective cash contributions into escrow at Continental Fiduciary Trust Company in advance of closing. - **Project-Level Credit Facility** — Lumen Ridge to finalize the commitment letter with Trident National Bank, N.A. for the up to $480,000,000 project-level debt facility. - **Legal Opinions and Officer/Secretary Certificates** — To be delivered at closing.
The scheduled closing date remains **February 15, 2024**. Derek Okonkwo will circulate an updated closing checklist shortly.
Thank you to everyone on both sides for your considerable efforts in reaching this milestone. Please do not hesitate to reach out if you have any questions in the meantime.
Best regards,
Megan Chu Lead Associate, Mergers & Acquisitions Calderwood & Harkness LLP 1000 Louisiana Street, Suite 5500 Houston, TX 77002
**Attachments:** - Signature Pages — LLC Agreement (Solstice Plateau Energy Holdings LLC) - Signature Pages — Contribution Agreement - Signature Pages — Development and Construction Management Agreement - Signature Pages — Tax Protection Agreement - Signature Pages — Escrow Agreement