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Contract analysis / letter-to-noteholders-ferc-update.docx
letter-to-noteholders-ferc-update.docx
High · 1
Medium · 1
Standard · 4
I. Introduction and Purpose
Standard
⚑ Commercial term
I. Introduction and Purpose Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") serves as outside counsel to Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted limited company (Cayman Registry No. CR-381204), and its wholly owned U.S. subsidiary, Ridgeline Midstream Services LLC ("Ridgeline"), a Delaware limited liability company (EIN: 87-4231956), with principal offices at 700 Kanawha Boulevard
II. Background on the FERC Proceedings
Standard
⚑ Commercial term
II. Background on the FERC Proceedings A. Overview of the Ridgeline Pipeline System Ridgeline owns and operates the Ridgeline Pipeline System (the "System"), a 187-mile, 24-inch-diameter high-pressure natural gas transmission pipeline that extends from the Wetzel County Interconnect in Wetzel County, West Virginia (the receipt point), to the Waynesburg Compressor Station in Greene County, Pennsylvania (the delivery p
III. Procedural History and Current Status
High
⚑ Penalty / liquidated damages
III. Procedural History and Current Status A. Key Procedural Milestones The proceedings have followed the procedural trajectory summarized below: May 12, 2022: Ridgeline filed its application and initial tariff in Docket Nos. RP22-847-000 and RP22-847-001. June 14, 2022: FERC issued a Notice of Filing, establishing an intervention deadline of August 15, 2022, and inviting comments on the application. July 28, 2022 —
IV. Tariff Redesign — Current Status
Standard
⚑ Commercial term
IV. Tariff Redesign — Current Status A. Engagement of Braswell Energy Consulting Group In connection with the comprehensive redesign of the tariff, DEH engaged Braswell Energy Consulting Group LLC ("Braswell"), a Virginia limited liability company based in McLean, Virginia, with offices at 8300 Greensboro Drive, Suite 450, McLean, Virginia 22102, pursuant to an engagement letter dated April 15, 2023, under engagement
V. Settlement Discussions
V. Settlement Discussions Settlement discussions have been conducted under the auspices of Settlement Judge Howard Margolis, as contemplated by the Commission's September 22, 2022 order. To date, four settlement conferences have been held: First settlement conference: November 30, 2022 Second settlement conference: March 8, 2023 Third settlement conference: July 12, 2023 Fourth settlement conference: January 18, 2024
VI. Relevance to the Notes
Standard
⚑ Commercial term
VI. Relevance to the Notes A. Notes Overview As noted above, Ridgeline issued $150,000,000 aggregate principal amount of 7.875% Second Lien Senior Secured Notes due 2030 on September 22, 2021, pursuant to the Indenture. The Notes are secured by a second-priority lien on substantially all assets of Ridgeline, including the Ridgeline Pipeline System, the compressor stations, and related equipment, easements, rights-of-
VII. Anticipated Next Steps and Timeline
VII. Anticipated Next Steps and Timeline Looking ahead, the principal milestones and anticipated next steps in the FERC proceedings are as follows: February 21, 2025: Filing deadline for the redesigned FERC Gas Tariff, Original Volume No. 1, and supplemental testimony in Docket Nos. RP22-847-000 and RP22-847-001. Ridgeline intends to meet this deadline, and the fourth draft of the revised tariff is currently undergoi
VIII. Disclaimer and Limitations
Medium
⚑ Forum / governing law
VIII. Disclaimer and Limitations We wish to reiterate the following important limitations and disclaimers with respect to this letter: This letter is provided for informational purposes only and does not constitute a legal opinion, officer's certificate, compliance certificate, or any other certification, warranty, or representation under the Indenture, the Senior Secured Credit Facility, or any other agreement, inst