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Contract analysis / letter-sc-to-ridgeline-opinions.docx
letter-sc-to-ridgeline-opinions.docx
1016-00003 · 12 clauses
High · 0 Medium · 1 Standard · 3
I. Introduction Standard
⚑ Commercial term
I. Introduction We refer to the Purchase Agreement dated as of May 12, 2025 (the "Purchase Agreement") among (i) Dunmore Energy Holdings Ltd., a Cayman Islands exempted company ("DEH" or the "Issuer"), and Dunmore upstream Finance Corp., a Delaware corporation ("DUFC" or the "Co-Issuer," and together with DEH, the "Issuers"), (ii) the Guarantors named therein (each as defined below), and (iii) Ridgeline Capital Marke
II. Defined Terms
II. Defined Terms Capitalized terms used but not otherwise defined in this letter shall have the respective meanings assigned to such terms in the Purchase Agreement, the Indenture, or the Final Offering Memorandum dated May 14, 2025 (the "Final OM"), as applicable. In the event of any conflict among such definitions, the definitions set forth in the Purchase Agreement shall control for purposes of this letter. As us
III. Documents Being Delivered Standard
⚑ Commercial term
III. Documents Being Delivered Enclosed herewith for delivery to Ridgeline Capital Markets LLC, on behalf of itself and the other Initial Purchasers (Clarion Securities Inc. and Pinnacle Partners LLC), are the following documents: A. 10b-5 Disclosure Letter (Negative Assurance) Enclosed as Enclosure 1 is a letter from Calderwood & Harkness LLP to the Initial Purchasers, dated as of May 15, 2025, providing customary n
IV. Additional Closing Opinions Delivered Separately Medium
⚑ Assignment / subcontracting
IV. Additional Closing Opinions Delivered Separately For completeness, we note that the following additional opinions of local counsel to the Issuers and the Guarantors are being delivered separately to the Initial Purchasers at the Closing on the Closing Date, and copies of each such opinion (in substantially final draft form) have been previously circulated to Whitfield Baxter & Cohn LLP (Attn: Harrison Cates, Lead
V. Tax Memorandum Standard
⚑ Commercial term
V. Tax Memorandum We note for the record that a Tax Memorandum prepared by Leonard Cross, Specialist Partner, Tax, of Calderwood & Harkness LLP (the "Tax Memorandum"), addressing, among other things, (i) the U.S. federal income tax treatment of the Notes (including original issue discount ("OID") in the amount of $12,750,000, representing approximately 1.50% of the $850,000,000 aggregate principal amount of the Notes
VI. Distribution to Other Initial Purchasers
VI. Distribution to Other Initial Purchasers We respectfully request that Ridgeline Capital Markets LLC distribute copies of the enclosed deliverables (Enclosures 1 through 4) to each of the other Initial Purchasers as follows: (a) Clarion Securities Inc. Attn: Derek Holmgren One Financial Center Boston, MA 02111 (b) Pinnacle Partners LLC Attn: Julia Song 200 West Street, Suite 4400 New York, NY 10282 In the alternat
VII. Copies to Initial Purchasers' Counsel
VII. Copies to Initial Purchasers' Counsel Copies of all enclosed deliverables (Enclosures 1 through 4) are being simultaneously transmitted to Whitfield Baxter & Cohn LLP, counsel to the Initial Purchasers, at the following address: Whitfield Baxter & Cohn LLP Attn: Harrison Cates; Priya Naveen 51 West 52nd Street New York, NY 10019
VIII. Reliance and Limitations
VIII. Reliance and Limitations Each opinion and the 10b-5 disclosure letter enclosed herewith is subject in all respects to the assumptions, qualifications, exceptions, and limitations set forth therein. We urge the Initial Purchasers and their counsel to review each such document carefully and in its entirety. The opinions and the 10b-5 disclosure letter are rendered solely for the benefit of the addressees identifi
IX. Contact Information
IX. Contact Information Any questions regarding the enclosed deliverables or any other aspect of the Closing should be directed to: Jennifer Kwon Partner, Capital Markets Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4312 Email: jennifer.kwon@calderwoodharkness.com Eric Johannsen Lead Associate, Capital Markets Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
2. Opinion — New York Law Enforceability (Indenture, Purchase Agreement, Registration Rig
2. Opinion — New York Law Enforceability (Indenture, Purchase Agreement, Registration Rights Agreement, U.S. Collateral Agreement)
3. Opinion — Corporate Authorization (Dunmore upstream Finance Corp. and U.S. Guarantors)
3. Opinion — Corporate Authorization (Dunmore upstream Finance Corp. and U.S. Guarantors)
4. Opinion — Securities Law / No-Registration (Rule 144A and Regulation S)
4. Opinion — Securities Law / No-Registration (Rule 144A and Regulation S) cc: (via email and overnight courier) Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd., 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056 Deepa Rajaram, Chief Financial Officer, Dunmore Energy Holdings Ltd., 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056 Harrison Cates, Whitfield Baxter & Cohn LLP, 51 West 52nd Street