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Contract analysis / conflicts-clearance-memo.docx
conflicts-clearance-memo.docx
1016-00008 · 42 clauses
High · 3 Medium · 2 Standard · 1
I. PURPOSE AND SUMMARY
I. PURPOSE AND SUMMARY This memorandum is submitted to request formal conflicts clearance for the opening of a new client matter involving the representation of Dunmore Energy Holdings Ltd. ("DEH" or "Dunmore") and its affiliates in connection with a proposed transfer of federal Production Tax Credits ("PTCs") under Section 6418 of the Internal Revenue Code of 1986, as amended (the "Code"), generated by the 250 MW Ri
II. CLIENT IDENTIFICATION
II. CLIENT IDENTIFICATION A. Primary Client Background. Dunmore Energy Holdings Ltd. is a privately held energy company controlled by the Dunmore family. DEH is active in upstream oil and gas operations, principally in the Permian Basin of West Texas and southeastern New Mexico, and has maintained a growing portfolio of renewable energy assets across the western United States, including onshore wind, utility-scale so
2. Ridgeway Wind Energy LLC. Standard
⚑ Commercial term
2. Ridgeway Wind Energy LLC. Project Details. The Ridgeway Wind Project is a 250 MW nameplate-capacity onshore wind generation facility located on approximately 28,000 acres of leased ranchland situated approximately 14 miles northeast of Miles City in Custer County, Montana. The Project achieved commercial operations on November 14, 2025, as certified by Meridian Technical Advisors LLC (the independent engineer reta
III. DESCRIPTION OF PROPOSED ENGAGEMENT High
⚑ Indemnity / guarantee obligation
III. DESCRIPTION OF PROPOSED ENGAGEMENT Nature of Matter. This is an advisory engagement involving scoping and structuring advice on the monetization of transferable federal Production Tax Credits under IRC § 6418, generated by the Ridgeway Wind Project. The engagement encompasses analysis of the legal, tax, and regulatory framework applicable to the proposed Transfer Transaction and the provision of strategic recomm
IV. PROSPECTIVE COUNTERPARTY IDENTIFICATION High
⚑ Indemnity / guarantee obligation
IV. PROSPECTIVE COUNTERPARTY IDENTIFICATION A. Tax Credit Buyer Background. Pinnacle Atlantic Partners LP is a diversified financial services holding company headquartered in New York. Pinnacle maintains a significant tax credit investment platform and has been an active participant in the IRC § 6418 transferable tax credit market since the adoption of the transfer election mechanism under the Inflation Reduction Act
V. OTHER ENGAGED PARTIES AND THIRD PARTIES High
⚑ Penalty / liquidated damages
V. OTHER ENGAGED PARTIES AND THIRD PARTIES The following parties have been identified as participants in or parties related to the proposed Transfer Transaction. Each is described below along with an assessment of its relevance to the conflicts analysis. A. Client's Outside Tax Advisor Role. Grayson Birch & Co. LLP is an independent tax advisory firm retained by DEH. In connection with the Ridgeway Wind Project and t
VI. CONFLICTS SEARCH PARAMETERS
VI. CONFLICTS SEARCH PARAMETERS The Conflicts Department is requested to conduct a comprehensive conflicts search using the parameters set forth below. A. Search Terms The following search terms should be run across all applicable databases. Each full legal name, short name, abbreviation, and known d/b/a or former name should be searched independently and in combination with relevant variations (including common miss
1. Dunmore Energy Holdings Ltd. (DEH / Dunmore)
1. Dunmore Energy Holdings Ltd. (DEH / Dunmore)
2. Dunmore Renewables Inc. (DRI)
2. Dunmore Renewables Inc. (DRI)
3. Ridgeway Wind Energy LLC (RWE / Ridgeway Wind)
3. Ridgeway Wind Energy LLC (RWE / Ridgeway Wind)
4. Pinnacle Atlantic Partners LP (PAP / Pinnacle)
4. Pinnacle Atlantic Partners LP (PAP / Pinnacle)
5. Hargrove, Liddell & Strauss LLP (HL&S)
5. Hargrove, Liddell & Strauss LLP (HL&S)
6. Grayson Birch & Co. LLP (Grayson Birch)
6. Grayson Birch & Co. LLP (Grayson Birch)
7. Redstone Capital Bank, N.A. (Redstone)
7. Redstone Capital Bank, N.A. (Redstone)
8. Northfield Specialty Insurance Co. (Northfield)
8. Northfield Specialty Insurance Co. (Northfield)
9. Commonwealth Fiduciary Trust Company (Commonwealth Fiduciary)
9. Commonwealth Fiduciary Trust Company (Commonwealth Fiduciary)
10. Meridian Technical Advisors LLC (Meridian)
10. Meridian Technical Advisors LLC (Meridian)
11. Corbin Hale & Associates Inc. (Corbin Hale)
11. Corbin Hale & Associates Inc. (Corbin Hale)
12. Great Plains Municipal Power Authority (GPMPA)
12. Great Plains Municipal Power Authority (GPMPA)
13. NorthStar Transmission Holdings LLC (NorthStar)
13. NorthStar Transmission Holdings LLC (NorthStar) Key Individuals:
1. Callum Dunmore (Chairman, DEH)
1. Callum Dunmore (Chairman, DEH)
3. Marcus Petrov (VP Tax, DEH)
3. Marcus Petrov (VP Tax, DEH)
4. Angela Whitfield (VP Renewables Development, DEH)
4. Angela Whitfield (VP Renewables Development, DEH)
5. Diana Calloway (Managing Partner, Pinnacle)
5. Diana Calloway (Managing Partner, Pinnacle)
6. Jonathan Frey (Head of Tax Credit Investments, Pinnacle)
6. Jonathan Frey (Head of Tax Credit Investments, Pinnacle)
7. Priya Sandoval (SVP Structuring, Pinnacle)
7. Priya Sandoval (SVP Structuring, Pinnacle)
8. Nathaniel Strauss (Lead Partner, HL&S)
8. Nathaniel Strauss (Lead Partner, HL&S)
9. Catherine Yoon (Senior Associate, HL&S)
9. Catherine Yoon (Senior Associate, HL&S)
10. Howard Ellison (Partner, Grayson Birch)
10. Howard Ellison (Partner, Grayson Birch)
11. Dr. Paul Marlowe Commerce Bank (Lead Contact, Meridian)
11. Dr. Paul Marlowe Commerce Bank (Lead Contact, Meridian)
12. Steven Rask (Lead Contact, Corbin Hale)
12. Steven Rask (Lead Contact, Corbin Hale) Any known d/b/a names, former names, or trade names associated with any of the above entities or individuals should also be searched to the extent such information is available in the firm's records or has been disclosed by the client. B. Databases to Search The following databases and information sources should be searched in connection with this conflicts clearance reques
1. Pinnacle Atlantic Partners LP and its affiliates — As the adverse counterparty to the
1. Pinnacle Atlantic Partners LP and its affiliates — As the adverse counterparty to the Transfer Transaction, any current or prior representation of Pinnacle or its affiliates is of critical importance to the conflicts analysis. The search should encompass all known Pinnacle entities, funds, and related investment vehicles.
2. Hargrove, Liddell & Strauss LLP — As counterparty counsel to Pinnacle, any current or
2. Hargrove, Liddell & Strauss LLP — As counterparty counsel to Pinnacle, any current or prior relationship between Calderwood & Harkness and HL&S (including co-counsel arrangements, referral relationships, or adverse matters) should be identified and reported.
3. Redstone Capital Bank, N.A. — As the Project lender with contractual interests potenti
3. Redstone Capital Bank, N.A. — As the Project lender with contractual interests potentially implicated by the proposed Transfer Transaction, any current or prior representation of Redstone or its affiliates is material to the conflicts analysis, particularly any lending-side or banking-side representation that could create a positional or direct conflict with the proposed engagement.
VII. PRELIMINARY CONFLICTS ANALYSIS Medium
⚑ Confidentiality undertaking
VII. PRELIMINARY CONFLICTS ANALYSIS The following preliminary analysis is based on the preparer's current knowledge and informal inquiries conducted prior to the submission of this memorandum. This analysis is preliminary in nature and is subject to revision upon completion of the formal conflicts search by the Conflicts Department. A. Known Conflicts Pinnacle Atlantic Partners LP. As of the date of this memorandum,
VIII. WAIVER / CONSENT REQUIREMENTS
VIII. WAIVER / CONSENT REQUIREMENTS As of the date of this memorandum, the preliminary conflicts analysis has not identified any conflict requiring a waiver or informed consent from the client, any adverse party, or any third party. However, the following contingencies are noted: (a) If the formal conflicts search identifies a current representation of Pinnacle Atlantic Partners LP or any Pinnacle affiliate, the enga
IX. REQUESTED ACTION
IX. REQUESTED ACTION The Conflicts Department is respectfully requested to take the following actions:
1. Run Conflicts Searches. Conduct the conflicts searches described in Section VI of this
1. Run Conflicts Searches. Conduct the conflicts searches described in Section VI of this memorandum, using the identified search terms, databases, and priority designations, and report the results to Sylvia Hartwell (Responsible Partner) and Garrett Simmons (Working Associate).
2. Expedited Processing. This request is submitted on an expedited basis. The engagement
2. Expedited Processing. This request is submitted on an expedited basis. The engagement was opened on March 9, 2026, and an initial scoping call with the client's Vice President, Tax (Marcus Petrov) is anticipated within the first week following the date of this memorandum. Prompt completion of the conflicts search is critical to ensure that the engagement team can proceed with substantive advisory work without dela
3. Report and Clearance. Upon completion of the conflicts searches, the Conflicts Departm
3. Report and Clearance. Upon completion of the conflicts searches, the Conflicts Department is requested to provide a written report of results and, if no disqualifying conflicts are identified, issue formal conflicts clearance for the engagement to proceed under Matter Number 1016-00008, Billing Code 09417.00001.
4. Escalation. In the event that any search result identifies a potential conflict or req
4. Escalation. In the event that any search result identifies a potential conflict or requires further analysis, the Conflicts Department is requested to escalate the matter promptly to the firm's General Counsel and the Conflicts Committee, with copies to Sylvia Hartwell and Garrett Simmons, so that the issue can be evaluated and resolved as expeditiously as possible.
X. CERTIFICATION AND APPROVAL Medium
⚑ Confidentiality undertaking
X. CERTIFICATION AND APPROVAL Prepared by: Garrett Simmons Associate, Tax Department Calderwood & Harkness LLP Date: March 9, 2026 Reviewed by: ________________________________________ Sylvia Hartwell Responsible Partner, Tax Department Calderwood & Harkness LLP Date: ________ Conflicts Clearance: ________________________________________ Conflicts Department Calderwood & Harkness LLP Date: ________ Comments / Conditi