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Contract analysis / om-backup-memorandum.docx
om-backup-memorandum.docx
1016-00003 · 9 clauses
High · 0 Medium · 3 Standard · 4
I. INTRODUCTION AND SCOPE Medium
⚑ Liability cap to check against exposure
I. INTRODUCTION AND SCOPE A. Purpose of Memorandum This memorandum has been prepared by the engagement team of Calderwood & Harkness LLP for the purpose of identifying and cross-referencing the source documentation for every material factual statement contained in the Final Offering Memorandum dated May 14, 2025 (the "OM" or the "Final OM"), relating to the offering by Dunmore Energy Holdings Ltd. ("DEH" or the "Issu
II. COVER PAGE AND SUMMARY OF THE OFFERING Medium
⚑ Forum / governing law
II. COVER PAGE AND SUMMARY OF THE OFFERING A. Issuer / Co-Issuer Identification Statement in the OM: The OM identifies the Issuer as Dunmore Energy Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands, and the Co-Issuer as Dunmore upstream Finance Corp., a Delaware corporation. Source and Verification: The identification and legal status of the Issuer were verified against the followin
III. PROSPECTUS SUMMARY / BUSINESS OVERVIEW
III. PROSPECTUS SUMMARY / BUSINESS OVERVIEW A. Company Overview Statements in the OM: The OM describes Dunmore as an integrated upstream and midstream oil and gas company that operates assets across West Africa (Nigeria and Senegal) and the Gulf of Mexico, with a nascent renewable energy portfolio. The OM provides the following specific information regarding the company's corporate presence and employee base: • Regis
IV. USE OF PROCEEDS Standard
⚑ Commercial term
IV. USE OF PROCEEDS A. Allocation of Proceeds Statements in the OM: The OM describes the intended use of the net proceeds of the offering as follows: • Gross proceeds: $837,250,000 (calculated as $850,000,000 × 98.50%) • Repay a portion of the existing 7.50% Senior Unsecured Notes due October 15, 2028: $450,000,000 • Fund Cayar Offshore Phase II development capital expenditures: $250,000,000 • General corporate purpo
V. CAPITALIZATION AND INDEBTEDNESS Standard
⚑ Commercial term
V. CAPITALIZATION AND INDEBTEDNESS A. Pre-Offering Debt Statements in the OM: The OM includes a capitalization table reflecting the Issuers' debt obligations as of March 31, 2025, on an actual and as-adjusted basis (giving effect to the offering and the use of proceeds). The pre-offering debt structure is described as follows: • ABL Revolver: $470,000,000 drawn under a $750,000,000 total commitment asset-based lendin
VI. SELECTED FINANCIAL DATA Standard
⚑ Commercial term
VI. SELECTED FINANCIAL DATA A. Consolidated Financial Highlights (FY 2024) Statements in the OM: The OM includes a "Selected Financial Data" section presenting the following consolidated financial highlights for the fiscal year ended December 31, 2024: • Revenue: $2,140,000,000 • EBITDA: $816,000,000 • EBITDA margin: 38.1% (calculated as $816M ÷ $2,140M) • Capital expenditures: $387,000,000 • Net income: $294,000,000
VII. DESCRIPTION OF THE BUSINESS — RESERVES AND OPERATIONS
VII. DESCRIPTION OF THE BUSINESS — RESERVES AND OPERATIONS A. Proved Reserves (as of December 31, 2024) Statements in the OM: The OM presents the following proved reserves data as of December 31, 2024: Source and Verification: • Duval Howard & Partners Reserves Reports — The reserves data was verified against the reserves reports prepared by Duval Howard & Partners as of December 31, 2024 (Dr. Evelyn Marchetti, Lead
VIII. DESCRIPTION OF NOTES Medium
⚑ Forum / governing law
VIII. DESCRIPTION OF NOTES A. Key Terms Statements in the OM: The "Description of Notes" section of the OM sets forth the detailed terms of the Notes, including the coupon rate, maturity date, interest payment dates, denominations, CUSIP/ISIN numbers, and governing law. Source and Verification: All terms in the "Description of Notes" section were verified against the executed Indenture dated May 15, 2025, among Dunmo
IX. RISK FACTORS Standard
⚑ Commercial term
IX. RISK FACTORS A. General Business and Industry Risks Statements in the OM: The OM includes an extensive "Risk Factors" section describing the principal risks associated with an investment in the Notes, including risks related to the Dunmore group's business, the oil and gas industry, the jurisdictions in which the Dunmore group operates, the Notes and the collateral, and the offering structure. Source and Verifica