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Contract analysis / letter-to-pinnacle-ferc-status.docx
letter-to-pinnacle-ferc-status.docx
High · 3
Medium · 3
Standard · 1
I. Purpose of Letter
I. Purpose of Letter Calderwood & Harkness LLP serves as outside regulatory counsel to Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted limited company (Registry No. CR-381204), and its wholly owned U.S. subsidiary, Ridgeline Midstream Services LLC ("Ridgeline" or the "Borrower"), a Delaware limited liability company (EIN: 87-4231956), with its principal office at 700 Kanawha Boulevard East, Suite 1400
II. Background — The FERC Proceedings
Standard
⚑ Commercial term
II. Background — The FERC Proceedings A. Nature of the Proceedings On May 12, 2022, Ridgeline filed an application before the FERC (the "Application") seeking two forms of regulatory authorization. First, in Docket No. RP22-847-000, Ridgeline filed for approval of an initial tariff rate for interstate transportation service on the Ridgeline Pipeline System (as defined below) pursuant to Sections 4 and 7 of the Natura
III. Procedural History
Medium
⚑ Notice / time limit to track
III. Procedural History A. Initial Proceedings (May 2022 – January 2023) The procedural history of these proceedings has been extensive, spanning more than two years from the initial filing to the present. The following is a summary of the key procedural milestones: May 12, 2022: Ridgeline filed the Application with the FERC. Calderwood & Harkness opened its engagement in connection with the filing under Matter No. 1
1. Inadequate support for the proposed 14.00% return on equity, including an insufficient
1. Inadequate support for the proposed 14.00% return on equity, including an insufficient discounted cash flow ("DCF") proxy group analysis;
2. Absence of a fuel, lost, and unaccounted-for gas ("FL&U") tracker mechanism in the pro
2. Absence of a fuel, lost, and unaccounted-for gas ("FL&U") tracker mechanism in the proposed tariff;
3. Missing derivation and supporting workpapers for the interruptible transportation ("IT
3. Missing derivation and supporting workpapers for the interruptible transportation ("IT") rate;
4. Insufficient load factor support and analysis;
4. Insufficient load factor support and analysis;
5. Absence of capacity release provisions consistent with 18 C.F.R. § 284.8;
5. Absence of capacity release provisions consistent with 18 C.F.R. § 284.8;
6. Incomplete compliance with North American Energy Standards Board ("NAESB") Wholesale G
6. Incomplete compliance with North American Energy Standards Board ("NAESB") Wholesale Gas Quadrant ("WGQ") standards;
7. Missing electronic bulletin board ("EBB") posting requirements;
7. Missing electronic bulletin board ("EBB") posting requirements;
8. Inadequate shipper-must-have-title provisions;
8. Inadequate shipper-must-have-title provisions;
9. Failure to file the proposed interconnection agreement with ATPC as a FERC rate schedu
9. Failure to file the proposed interconnection agreement with ATPC as a FERC rate schedule;
10. Absence of penalty revenue crediting provisions;
High
⚑ Penalty / liquidated damages
10. Absence of penalty revenue crediting provisions;
11. Inadequate creditworthiness provisions for prospective shippers;
11. Inadequate creditworthiness provisions for prospective shippers;
12. Missing segmentation and flexible receipt-and-delivery-point provisions;
12. Missing segmentation and flexible receipt-and-delivery-point provisions;
13. Absence of greenhouse gas ("GHG") cost recovery provisions; and
13. Absence of greenhouse gas ("GHG") cost recovery provisions; and
14. Failure to address the implications of FERC Order No. 2222 on Ridgeline's tariff stru
High
⚑ Penalty / liquidated damages
14. Failure to address the implications of FERC Order No. 2222 on Ridgeline's tariff structure and service offerings. February 6, 2023: In response to the breadth and significance of the Deficiency Letter, ALJ Whitfield issued an order staying the procedural schedule in its entirety, pending Ridgeline's response to the identified deficiencies. All testimony and discovery deadlines were suspended. March 15, 2023: Ridg
IV. Summary of Tariff Redesign Progress
High
⚑ Penalty / liquidated damages
IV. Summary of Tariff Redesign Progress The tariff redesign encompasses a comprehensive revision of the FERC Gas Tariff to address all fourteen deficiency items identified in the OEMR's Deficiency Letter of January 19, 2023. Set forth below is a summary of the key changes being implemented as part of the redesign: Rate Methodology. The most significant change in the redesign is the shift from a 100% load factor rate
V. Settlement Discussions
V. Settlement Discussions Settlement Judge Howard Margolis has convened four settlement conferences in these proceedings, held on the following dates: November 30, 2022; March 8, 2023; July 12, 2023; and January 18, 2024. All parties — Ridgeline, ATPC, MGPC, and CMGA — have participated in each conference, together with their respective counsel. Settlement Judge Margolis has remained actively engaged and has facilita
VI. Regulatory Covenant Compliance
VI. Regulatory Covenant Compliance This Section addresses Ridgeline's compliance with its regulatory covenant obligations under the Credit Agreement. As the Agent is aware, Section 6.12 of the Credit Agreement requires the Borrower to use commercially reasonable efforts to obtain and maintain all permits, licenses, and regulatory approvals necessary for the operation of the Pipeline System, including FERC tariff appr
VII. Anticipated Timeline
VII. Anticipated Timeline Based on the current procedural posture of the FERC proceedings and the progress of the tariff redesign, we anticipate the following timeline of key milestones: Settlement discussions under the direction of Settlement Judge Margolis may continue in parallel with the resumed hearing process, and any settlement reached during or after the hearing would be subject to Commission approval under 1
VIII. Request for Acknowledgment; No Waiver
Medium
⚑ Forum / governing law
VIII. Request for Acknowledgment; No Waiver We respectfully request that the Agent acknowledge receipt of this letter and distribute copies to the syndicate lenders, Granite Trust Company and Lakeshore Capital Bank, in accordance with the Agent's obligations under the Credit Agreement. We wish to clarify that this letter is provided for informational purposes in connection with the regulatory covenant compliance prov
IX. Confidentiality
Medium
⚑ Forum / governing law
IX. Confidentiality This letter and its contents are confidential and are provided solely for the use of the Agent and the Lenders under the Credit Agreement. The information contained herein is subject to the confidentiality provisions set forth in Section 10.07 of the Credit Agreement governing the treatment of Borrower information, and we respectfully request that the Agent and the Lenders treat this letter and it