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Contract analysis / conflict-check-memorandum.docx
conflict-check-memorandum.docx
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I. Purpose and Summary
Standard
⚑ Commercial term
I. Purpose and Summary The purpose of this memorandum is to memorialize the results of the conflict of interest clearance process undertaken by Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the Firm's proposed engagement as issuer's counsel to Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore") in the offering of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032 (the "
II. Scope of Conflict Search
II. Scope of Conflict Search A. Search Methodology The conflict clearance process employed in connection with this matter was comprehensive and multi-layered, consistent with the Firm's standard procedures for high-value capital markets engagements. The following steps were undertaken:
1. Centralized Conflicts Database Search. Searches were conducted in C&H's centralized co
1. Centralized Conflicts Database Search. Searches were conducted in C&H's centralized conflicts database through the Firm's new-matter intake system ("IntakeIQ"). The database contains records of all current and former clients, adverse parties, and related entities across all active and closed matters in the Firm's history. Searches were performed using full legal names, aliases, short names, known trade names, and
2. Active and Closed Matter Review. The searches encompassed all active matters currently
2. Active and Closed Matter Review. The searches encompassed all active matters currently open in the Firm's system, as well as all closed matters within the Firm's records. No time limitation was applied to the search of closed matters; the database includes records dating to the Firm's founding.
3. Manual Practice Group Inquiries. In addition to the database searches, manual inquirie
3. Manual Practice Group Inquiries. In addition to the database searches, manual inquiries were circulated to all partners in the following practice groups: Capital Markets, Energy (including Oil & Gas and Renewables sub-groups), Tax, and Litigation (including Regulatory Enforcement and Investigations). Each partner in these groups was asked to confirm whether they were aware of any current or prior engagement, perso
4. Engagement Team Clearance. Each member of the proposed C&H engagement team was individ
4. Engagement Team Clearance. Each member of the proposed C&H engagement team was individually cleared through the IntakeIQ system and provided a written confirmation regarding the absence of personal conflicts, financial interests, and family relationships with any identified party to the transaction.
5. Date of Search. All searches were conducted on April 14, 2025. The results described i
5. Date of Search. All searches were conducted on April 14, 2025. The results described in this memorandum are current as of that date. To the extent that additional parties are identified during the course of the engagement, supplemental conflict searches will be conducted promptly. B. Parties Searched The following is a complete list of all entities and individuals searched in the conflicts database, organized by t
1. Issuer and Co-Issuer.
1. Issuer and Co-Issuer. (a) Dunmore Energy Holdings Ltd. — Cayman Islands exempted company; Cayman Registry No. MC-384726. Short names searched: "Dunmore," "DEH," "Dunmore Energy," "Block." (b) Dunmore upstream Finance Corp. — Delaware corporation; EIN 93-4728106. Short name searched: "DUFC," "Dunmore upstream," "Dunmore Finance."
2. Guarantor Subsidiaries.
2. Guarantor Subsidiaries. (a) Dunmore Nigeria E&P Ltd. — Nigerian limited company. Short names searched: "Dunmore Nigeria," "DNEP." (b) Dunmore Gulf Operations LLC — Delaware limited liability company. Short names searched: "Dunmore Gulf," "DGO." (c) Dunmore Renewables LLC — Delaware limited liability company. Short names searched: "Dunmore Renewables." (d) Dunmore Senegal S.A. — Senegalese société anonyme. Short na
3. Dunmore Directors and Officers.
3. Dunmore Directors and Officers. (a) Marcus Ellingham — Chief Executive Officer. (b) Deepa Rajaram — Chief Financial Officer. (c) Alistair Forde — General Counsel. (d) Lady Constance Harrowby — Board Chair (Independent Director).
4. Initial Purchasers.
4. Initial Purchasers. (a) Ridgeline Capital Markets LLC — Lead Initial Purchaser / Lead Left Bookrunner. Individual searches conducted for: Thomas Whitford (Head of Energy Capital Markets) and Simone Achterberg (Coverage Banker). (b) Clarion Securities Inc. — Joint Bookrunner. Individual search conducted for: Derek Holmgren (Coverage Banker). (c) Pinnacle Partners LLC — Co-Manager. Individual search conducted for: J
5. Initial Purchasers' Counsel.
5. Initial Purchasers' Counsel. (a) Whitfield Baxter & Cohn LLP ("WBC"). Individual searches conducted for: Harrison Cates (Lead Partner) and Priya Naveen (Associate).
6. Trustee and Collateral Agent.
6. Trustee and Collateral Agent. (a) Northgate Trust Company, N.A. — EIN 13-6520098. Individual search conducted for: William Kerrigan (Vice President, Corporate Trust).
7. Paying Agent / Registrar / Transfer Agent.
7. Paying Agent / Registrar / Transfer Agent. (a) Beacon Fiduciary Services LLC. Individual search conducted for: Sandra Mitchum (Relationship Manager).
8. Existing ABL Agent.
8. Existing ABL Agent. (a) Velthorn National Bank, N.A. Individual search conducted for: Robert Cavanaugh (Relationship Manager).
9. ABL Agent's Counsel.
9. ABL Agent's Counsel. (a) Pruitt Halsey LLP (Houston, Texas).
10. Equity Sponsors and Major Shareholders.
10. Equity Sponsors and Major Shareholders. (a) Harborview Capital Partners Fund VI, L.P. — 62.4% equity holder of DEH. Individual searches conducted for: Elaine Prescott (Managing Director) and David Stein (Partner). Additionally, searches were conducted for the Harborview Capital Partners platform generally, including Harborview Capital Partners Fund III, L.P., Harborview Capital Partners Fund IV, L.P., and Harborv
11. Rating Agencies.
11. Rating Agencies. (a) Lodestar Ratings International. Individual search conducted for: Catherine Irvine (Lead Analyst). (b) Veridian Credit Assessments Inc. Individual search conducted for: James Fenwick (Lead Analyst).
12. Local Counsel (Foreign Jurisdictions).
12. Local Counsel (Foreign Jurisdictions). (a) Kincaid & Moreau LLP — Cayman Islands counsel. Individual search conducted for: Nigel Ashworth. (b) Abayomi Chambers — Nigerian counsel. Individual search conducted for: Chidinma Okafor. (c) Cresswell & Greaves LLP — English counsel. Individual search conducted for: Fiona Halsted. (d) Theron Moss & Associates SARL — Senegalese counsel. Individual search conducted for: Mo
13. Independent Auditor.
13. Independent Auditor. (a) Alverton & Co. LLP. Individual search conducted for: Graham Stillwell (Lead Engagement Partner).
14. Reserves Engineer.
14. Reserves Engineer. (a) Duval Howard & Partners. Individual search conducted for: Dr. Evelyn Marchetti (Lead Consultant).
15. ESG Consultant.
15. ESG Consultant. (a) Barrisford Advisory Group LLC. Individual search conducted for: Nathan Reyes Linley CPAs LLP (Lead Consultant).
16. Sanctions / OFAC Advisor.
16. Sanctions / OFAC Advisor. (a) Sandoval Compliance Solutions LLC. Individual search conducted for: Rosa Medina (Lead Consultant).
III. Conflict Analysis — Issuer and Affiliates
Medium
⚑ Forum / governing law
III. Conflict Analysis — Issuer and Affiliates A. Dunmore Energy Holdings Ltd. and Subsidiaries A comprehensive search of the C&H conflicts database was conducted for Dunmore Energy Holdings Ltd. and each of its identified subsidiaries, including Dunmore upstream Finance Corp. (the proposed co-issuer), Dunmore Nigeria E&P Ltd., Dunmore Gulf Operations LLC, Dunmore Renewables LLC, Dunmore Senegal S.A., Dunmore Midstre
IV. Conflict Analysis — Initial Purchasers
IV. Conflict Analysis — Initial Purchasers A. Ridgeline Capital Markets LLC Ridgeline Capital Markets LLC will act as Lead Initial Purchaser and Lead Left Bookrunner for the offering. A thorough search of the conflicts database was conducted for Ridgeline Capital Markets LLC, as well as for the individual bankers identified in Section II.B above, specifically Thomas Whitford (Head of Energy Capital Markets) and Simon
V. Conflict Analysis — Initial Purchasers' Counsel
V. Conflict Analysis — Initial Purchasers' Counsel A. Whitfield Baxter & Cohn LLP Whitfield Baxter & Cohn LLP ("WBC") will serve as counsel to the Initial Purchasers in this offering. C&H and WBC are both prominent capital markets practices and regularly appear on opposite sides of securities offerings, with one firm acting as issuer's counsel and the other as underwriters' or initial purchasers' counsel. This is a c
VI. Conflict Analysis — Trustee, Agents, and Service Providers
Medium
⚑ Forum / governing law
VI. Conflict Analysis — Trustee, Agents, and Service Providers A. Northgate Trust Company, N.A. Northgate Trust Company, N.A. will serve as Trustee and Collateral Agent under the indenture governing the Notes. A comprehensive search of the conflicts database was conducted for Northgate Trust Company, N.A. (EIN 13-6520098), and for William Kerrigan (Vice President, Corporate Trust). The search revealed that C&H has a
VII. Conflict Analysis — Equity Sponsors and Major Shareholders
Medium
⚑ Confidentiality undertaking
VII. Conflict Analysis — Equity Sponsors and Major Shareholders A. Harborview Capital Partners Fund VI, L.P. Harborview Capital Partners Fund VI, L.P. ("Harborview Fund VI") is the majority equity holder of DEH, holding approximately 62.4% of the outstanding equity interests. The Harborview Capital Partners platform manages multiple investment funds across several vintages. In addition to searching Harborview Fund VI
VIII. Conflict Analysis — Rating Agencies
VIII. Conflict Analysis — Rating Agencies A. Lodestar Ratings International Lodestar Ratings International has assigned a preliminary rating of B2 / Stable to the Notes. A search of the conflicts database was conducted for Lodestar Ratings International and for Catherine Irvine (Lead Analyst). No C&H representation of Lodestar in any capacity was identified. No adverse representation against Lodestar was identified.
IX. Conflict Analysis — Local Counsel and Other Advisors
IX. Conflict Analysis — Local Counsel and Other Advisors A. Kincaid & Moreau LLP (Cayman Islands Counsel) Kincaid & Moreau LLP ("K&M") will act as Cayman Islands counsel to DEH, providing opinions and advice on Cayman Islands law matters under C&H's coordination as lead transaction counsel. K&M's role in this transaction is that of co-counsel engaged to provide local law expertise; K&M is not an adverse party and wil
X. Conflict Analysis — Engagement Team
X. Conflict Analysis — Engagement Team Each member of the proposed C&H engagement team has been individually cleared through the Firm's IntakeIQ system. In addition, each team member has provided a written confirmation, through the Firm's electronic intake system, that they have no financial interests, family relationships, prior personal representations, or other circumstances that would create a conflict of interes
XI. Summary of Cleared Matters Requiring Notation
XI. Summary of Cleared Matters Requiring Notation The following table summarizes the four matters that were flagged during the conflict search, reviewed by the undersigned, and cleared. These matters are noted for the record to ensure a complete and transparent clearance file. No other matters were flagged during the conflict search process.
XII. Conclusion and Recommendation
Medium
⚑ Confidentiality undertaking
XII. Conclusion and Recommendation All conflict searches in connection with the proposed engagement of Calderwood & Harkness LLP as issuer's counsel to Dunmore Energy Holdings Ltd. in the $850,000,000 9.375% Senior Secured Notes due 2032 offering were completed as of April 14, 2025. No disqualifying conflicts of interest were identified with respect to any party listed in Section II of this memorandum. The Firm has c
XIII. Distribution and Retention
Medium
⚑ Liability cap to check against exposure
XIII. Distribution and Retention This memorandum constitutes attorney work product and is subject to the attorney-client privilege and the work product doctrine. The contents of this memorandum are confidential and are not to be disclosed to any person outside the Firm without the prior written approval of the Responsible Partner. Distribution of this memorandum is limited to the following: (a) Jennifer Kwon, Respons