1016-00001 · Dunmore Energy Holdings · Correspondence

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PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

MEMORANDUM

TO: File — C&H Matter No. 1016-00001

FROM: Monica Reyes, Senior Associate, Antitrust & Competition, Calderwood & Harkness LLP

DATE: October 17, 2025

RE: Summary of Meet-and-Confer with Meridian Attorney General's Office — Civil Investigative Demand No. AG-ANT-2025-04172 (Dunmore Energy Holdings Ltd. and Dunmore Fuel Supply, Inc.) — Meeting held October 17, 2025

This memorandum summarizes the substance of the meet-and-confer conference held on October 17, 2025, between counsel for the three respondents to Civil Investigative Demand No. AG-ANT-2025-04172 ("CID") and representatives of the Meridian Attorney General's Office, Antitrust Division. The conference addressed several outstanding issues relating to the scope of the CID's document requests, the format and logistics of forthcoming document productions, confidentiality protections, and the AG's anticipated schedule for oral examinations of corporate representatives. This memorandum is prepared for the file and is intended to preserve a contemporaneous record of the discussions, agreements reached, and action items arising from the meeting.

I. PARTICIPANTS

The following individuals participated in the meet-and-confer conference:

Calderwood & Harkness LLP (counsel for Dunmore Energy Holdings Ltd. and Dunmore Fuel Supply, Inc.):

• Howard Bellamy, Partner, Antitrust & Competition

• Monica Reyes, Senior Associate, Antitrust & Competition

Meridian Attorney General's Office, Antitrust Division (500 Capitol Avenue, Suite 300, Baxter City, Meridian 39201):

• Alicia Brennan, Assistant Attorney General, Lead Counsel for the Investigation

• Derek Montague, Senior Assistant Attorney General, Chief of the Antitrust Division

Whitfield, Strauss & DeVane LLP (counsel for Galloway Petroleum Corp.):

• Gregory Whitfield, Partner (Birmingham, AL office; 420 20th Street North, Suite 1600, Birmingham, AL 35203)

Archer Colby LLP (counsel for Ridgeline Energy Partners LLC):

• Diane Colby, Partner (Atlanta, GA office; 191 Peachtree Street NE, Suite 3200, Atlanta, GA 30303)

The conference was conducted by video conference via Northgate Data Systems. The meeting commenced at approximately 2:00 PM Central Time and concluded at approximately 3:25 PM Central Time, lasting approximately eighty-five (85) minutes.

II. TOPICS DISCUSSED

The discussion proceeded in a generally collaborative and orderly fashion. AAG Brennan opened the meeting by confirming the agenda topics she wished to cover, which substantially corresponded to the items Calderwood & Harkness had proposed in its October 14, 2025 agenda email to the group. The following is a summary of each substantive topic addressed during the conference, organized by subject matter.

A. Confirmation of Extended CID Response Deadline

AAG Brennan opened the substantive portion of the meeting by confirming that the extended CID response deadline of November 3, 2025 remains in full force and effect for all three respondents to the CID — namely, Dunmore Energy Holdings Ltd. and its subsidiary Dunmore Fuel Supply, Inc. (collectively, "Dunmore"), Galloway Petroleum Corp. ("Galloway"), and Ridgeline Energy Partners LLC ("Ridgeline"). AAG Brennan stated that this deadline applies uniformly across all respondents and that no respondent-specific variations in deadline had been discussed or were under consideration by the AG's office.

By way of background, the CID was issued on August 22, 2025, and the original response deadline was forty (40) calendar days from issuance, falling on October 3, 2025. Calderwood & Harkness submitted a written request for an extension of the response deadline by letter dated September 22, 2025, citing the volume and complexity of the documents responsive to the CID, the need to coordinate privilege review across multiple Dunmore business units, and the time required to establish an appropriate technology-assisted review protocol with Dunmore's e-discovery vendor, Brindoval Analytics LLC. The Meridian AG's office granted the requested extension on September 26, 2025, establishing the current deadline of November 3, 2025. It is my understanding that counsel for Galloway and Ridgeline submitted similar extension requests on or about the same date and received the same extension.

AAG Brennan stated clearly during the meeting that the AG's office does not anticipate granting any further extensions of the response deadline absent extraordinary circumstances. She did not define what would constitute "extraordinary circumstances," but her tone and phrasing conveyed that the AG's office views the November 3, 2025 deadline as firm. No respondent's counsel requested any additional extension during the conference, and no respondent raised any concern about its ability to meet the current deadline.

B. Scope of Document Requests 7–12 — Agreed Narrowing

The most substantive portion of the discussion concerned the scope of Document Requests 7 through 12 of the CID. These requests, as originally drafted, have been a point of concern for Calderwood & Harkness since the CID was first received and reviewed.

Original Scope of Requests 7–12. As drafted in the CID, Requests 7 through 12 sought "all communications" between employees of any respondent and employees of any other respondent "regardless of subject matter" during the four-year period from January 1, 2021 through December 31, 2024. Each of the six requests was directed at a different pairing of respondent entities, capturing the full matrix of inter-respondent communications. The requests contained no subject-matter limitation and, on their face, would have required production of any and all communications between employees of the respondent companies, regardless of whether the communications bore any relationship to the subject matter of the AG's investigation — i.e., alleged bid-rigging and price-fixing in connection with Meridian Department of Transportation fuel-supply contracts.

Calderwood & Harkness's Objection. Howard Bellamy raised Calderwood & Harkness's previously stated objection to the breadth of Requests 7–12. Mr. Bellamy explained that the requests, as originally drafted, are facially overbroad because they would capture a substantial volume of legitimate business communications that are entirely unrelated to fuel pricing or Meridian DOT procurement activity. By way of illustration, Mr. Bellamy noted that Dunmore and the other respondents are participants in the same industry and engage in a range of routine commercial interactions that have no bearing on the conduct under investigation. These include, without limitation, pipeline-capacity sharing arrangements, joint-venture governance communications, industry-association governance matters (including communications relating to the American Petroleum Institute and the Southern Fuel Marketers Association), routine commercial transactions involving unrelated products or geographies, and other ordinary-course business dealings. Mr. Bellamy stated that requiring production of all such communications without any subject-matter nexus to the investigation would impose an enormous and disproportionate burden on Dunmore and would yield a production overwhelmingly composed of irrelevant material.

Gregory Whitfield, on behalf of Galloway, and Diane Colby, on behalf of Ridgeline, voiced similar objections and indicated that they shared the concerns expressed by Mr. Bellamy.

AG's Proposed Narrowing. AAG Brennan responded to the respondents' collective objection by indicating that the AG's office was willing to narrow the scope of Requests 7–12. AAG Brennan proposed that the requests be limited to communications that satisfy at least one of the following four criteria:

(i) Communications that reference the Meridian Department of Transportation ("Meridian DOT"), any Meridian state fuel-supply contract, or any Meridian state procurement process;

(ii) Communications that concern fuel pricing, fuel supply, or bid strategy in the State of Meridian;

(iii) Communications that relate to any meeting, call, or gathering at which fuel pricing or bidding was discussed among respondents or their representatives; or

(iv) Communications that were exchanged within thirty (30) calendar days before or after the submission deadline for any Meridian DOT Request for Proposals ("RFP") during the relevant period (January 1, 2021 through December 31, 2024).

AAG Brennan presented these as disjunctive criteria — i.e., a communication need only satisfy one of the four criteria to be within the narrowed scope. She also confirmed that the relevant time period (January 2021 through December 2024) would remain unchanged under the proposed narrowing.

Respondents' Acceptance. Calderwood & Harkness accepted the proposed narrowed scope as reasonable on behalf of Dunmore. Mr. Bellamy stated that the narrowed scope appropriately focuses the requests on communications bearing a plausible nexus to the investigation's subject matter while still permitting the AG's office to obtain the information it needs. Gregory Whitfield accepted the narrowed scope on behalf of Galloway, and Diane Colby accepted the narrowed scope on behalf of Ridgeline. All three respondents' counsel expressed satisfaction with the proposed narrowing.

Memorialization. The parties agreed that the AG's office would memorialize the agreed-upon narrowing of Requests 7–12 in a formal written letter addressed to all respondents' counsel. AAG Brennan indicated that the letter would be sent within approximately one week of the meeting, which would place the expected delivery date at or around October 24, 2025. Calderwood & Harkness will review the letter upon receipt to confirm that the written memorialization accurately reflects the oral representations made during the conference. Any discrepancy between the letter and the agreements reached during this meeting will be promptly raised with the AG's office.

C. Privilege Log Format and Requirements

AAG Brennan next addressed the AG's office's expectations with respect to privilege logs that will accompany the respondents' document productions.

Categorical Logging. AAG Brennan stated that the AG's office will permit categorical logging only to the extent that the documents grouped within a given category share truly common characteristics. She identified two examples of permissible categorical groupings: (1) documents distributed through recurring legal-department distribution lists (e.g., weekly or monthly legal-update emails circulated to a standard set of recipients on a recurring basis), and (2) serial attorney-client communications on the same subject matter exchanged within a narrow timeframe (e.g., an email chain between in-house counsel and a business executive regarding a specific legal question, where the chain consists of multiple back-and-forth messages over the course of several days).

Individual Entries. AAG Brennan further stated that individual privilege log entries are required for all unique privileged documents that do not fall within a permissible categorical grouping. She emphasized that the AG's office will scrutinize categorical designations and may challenge groupings that it views as inappropriately broad or that appear to be used as a means of avoiding the burden of preparing an individual-entry log.

Required Fields. AAG Brennan specified the following fields as required for each entry (whether individual or categorical) on the privilege log:

Calderwood & Harkness confirmed that Dunmore's production will include an individual-entry privilege log meeting these specifications. Mr. Bellamy noted that Dunmore's privilege log will be prepared in a manner consistent with Meridian Rule of Civil Procedure 26(b)(5), which requires parties withholding documents on privilege grounds to describe the nature of the withheld documents in a manner sufficient to enable other parties to assess the applicability of the claimed privilege.

No dispute was raised by any participant regarding the required privilege log format. Gregory Whitfield and Diane Colby each confirmed agreement with the specified format on behalf of Galloway and Ridgeline, respectively.

D. Production Format

AAG Brennan confirmed the AG's office's requirements and preferences with respect to the technical format of document productions.

Accepted Production Format. The AG's office will accept document productions in the following format:

• TIFF images with corresponding extracted text files (.txt) for each document;

• Metadata load files in Ashgrove Technologies .dat format;

• Image load files in Relativity .opt format; and

• Native format productions for file types that lose material functionality when converted to TIFF images, including but not limited to spreadsheets (e.g., Ashbury Holdings Excel .xlsx files), databases (e.g., Ridgeway Data Systems .mdb or .accdb files), and other file types where formatting, embedded formulas, pivot tables, or other dynamic features are integral to the document's content and meaning. AAG Brennan stated that native productions are not merely acceptable but are preferred for such file types.

Bates Numbering Convention. The Bates numbering convention for Dunmore's production was previously established in the Statement of Work executed between Calderwood & Harkness and Brindoval Analytics LLC, Dunmore's e-discovery vendor, dated September 12, 2025. The agreed convention is as follows:

DEH-MERID-000001 through DEH-MERID-[final]

This prefix was selected to identify the documents as originating from Dunmore Energy Holdings in connection with the Meridian investigation. Galloway and Ridgeline will use separate, non-overlapping Bates prefix conventions for their respective productions. The specific prefixes for Galloway and Ridgeline were not discussed at this meeting.

Delivery Medium. No discussion took place regarding the specific delivery medium for the document productions (e.g., encrypted USB drives, secure file-transfer protocols, physical hard drives, etc.). AAG Brennan indicated that this logistical detail would be confirmed closer to the production date. Calderwood & Harkness will follow up with the AG's office on this point as the November 3, 2025 deadline approaches to ensure sufficient lead time for delivery logistics.

E. Confidentiality Designations and Protective Order

Calderwood & Harkness raised the issue of confidentiality protections for commercially sensitive documents that will be included in Dunmore's document production. Mr. Bellamy explained that the documents responsive to the CID are likely to include a range of proprietary and competitively sensitive materials, including but not limited to proprietary pricing models, margin analyses, competitive-intelligence reports, internal bid strategies, customer data, and other trade-secret and confidential business information. Mr. Bellamy stated that Dunmore has a strong interest in ensuring that such materials receive appropriate confidentiality protections in connection with their production to the AG's office.

AG's Willingness to Enter Protective Order. AAG Brennan stated that the AG's office is willing to enter into a stipulated protective order governing confidentiality designations for documents produced by all respondents in connection with the CID. She indicated that the AG's office recognizes that respondents have legitimate confidentiality interests in certain categories of business documents and that a protective order is an appropriate mechanism for addressing those interests.

Important Caveat — Meridian Public Records Law. AAG Brennan raised an important caveat regarding the limitations on confidentiality protections that may be available for documents produced to a state agency. She noted that Meridian's public-records laws (Meridian Code Annotated § 25-61-1 et seq.) may impose constraints on the scope and enforceability of confidentiality protections for documents in the AG's possession. Specifically, AAG Brennan stated that documents held by the AG's office may be subject to public-records requests filed by third parties, including members of the media and the general public, and that the protective order would need to account for this statutory framework. She did not indicate what specific provisions the AG's office would propose to address this issue, but she acknowledged that the intersection of the protective order and Meridian's public-records statute would need to be carefully addressed in the draft order.

This is a matter of significant concern for Dunmore. Calderwood & Harkness will need to carefully review the AG's draft protective order to assess the adequacy of the proposed protections in light of Meridian's public-records laws. In particular, we will need to evaluate whether the protective order provides a meaningful mechanism for respondents to contest disclosure of confidential documents in response to a public-records request — e.g., advance notice of any such request, an opportunity to assert applicable exemptions under the public-records statute, and a right to seek judicial intervention before disclosure occurs.

Timeline for Draft Protective Order. AAG Brennan indicated that the AG's office will circulate a draft protective order to all respondents' counsel by October 24, 2025. This is the same target date that AAG Brennan identified for the letter memorializing the narrowed scope of Document Requests 7–12.

Dunmore's Intended Confidentiality Designations. Calderwood & Harkness noted that Dunmore intends to designate certain documents produced in response to the CID as "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" as appropriate based on the sensitivity of the material. Mr. Bellamy stated that Dunmore reserves the right to apply, modify, or remove confidentiality designations pending the negotiation and entry of the protective order. Until a protective order is in place, Dunmore's production will be made subject to a reservation of rights with respect to confidentiality.

Action Item — Coordinated Review. Calderwood & Harkness, Whitfield, Strauss & DeVane, and Archer Colby agreed that upon receipt of the AG's draft protective order, all respondents' counsel will review the draft and coordinate comments. Calderwood & Harkness will take the lead in coordinating this review under the Joint Defense and Common Interest Agreement executed by the three respondents' counsel on October 1, 2025 (the "JDA"). The goal is to present a unified respondents' response to the AG's draft, to the extent the respondents' interests are aligned, while preserving each respondent's ability to raise individual concerns as necessary.

F. Oral Examination of Corporate Representatives

Senior Assistant Attorney General Derek Montague addressed the AG's office's plans for oral examinations of designated corporate representatives.

Intent to Schedule Examinations. Sr. AAG Montague stated that the AG's office intends to schedule oral examinations of designated corporate representatives for each of the three respondents. He characterized these examinations as a standard component of the AG's investigation under the CID and indicated that the AG's office views the document productions as a necessary predicate to conducting informed and efficient examinations.

Anticipated Timing. Montague indicated that the AG's office anticipates scheduling oral examinations in January 2026. He did not propose specific dates for the examinations during this meeting. The January 2026 timeframe is consistent with the AG's stated plan to first complete its review and preliminary analysis of the respondents' document productions (due November 3, 2025) before proceeding to the oral examination phase of the investigation.

Deposition Notice Requirements. Montague confirmed that the AG's office will serve formal deposition notices on each respondent at least thirty (30) days in advance of any scheduled oral examination, consistent with standard practice under Meridian law and the AG's customary procedures.

Calderwood & Harkness's Response. Calderwood & Harkness acknowledged the CID's demand for designation of corporate representatives and confirmed Dunmore's willingness to make appropriate representatives available for examination at a mutually convenient time following the AG's review of the document productions. Mr. Bellamy did not identify specific individuals who would serve as Dunmore's designated representatives at this time, as the formal deposition notices have not yet been served and the specific topics for examination have not been identified.

Deferred Issues. No discussion took place during the meeting regarding the specific topics for the oral examinations or the number of corporate representatives that each respondent would be required to designate. Montague stated that those details would be addressed in the formal deposition notices when they are served. Calderwood & Harkness will assess the scope of the examination topics once the notices are received and will work with Dunmore to identify and prepare appropriate designees.

G. Cooperation Credit and AG's Posture

Howard Bellamy raised the topic of the AG's posture toward cooperating respondents. Specifically, Mr. Bellamy inquired whether the AG's office would consider providing cooperation credit to respondents that provide timely and complete responses to the CID and otherwise cooperate with the investigation.

AAG Brennan's Response. AAG Brennan responded that the AG's office will "take into account the timeliness and completeness of each respondent's cooperation in determining what remedies to seek." This statement was measured and carefully worded. AAG Brennan did not elaborate further on the specific form that cooperation credit might take. She did not address whether cooperation credit could result in reduced civil penalties, more favorable settlement terms, forbearance from seeking debarment of a cooperating respondent from state contracting, or any other specific benefit. Her statement was limited to the general principle that cooperation would be a factor in the AG's remedial calculus.

Decline to Discuss Settlement. AAG Brennan explicitly declined to discuss potential settlement terms or parameters at this stage of the investigation. She stated that the investigation is ongoing and that it would be premature to engage in settlement discussions before the AG's office has reviewed the respondents' document productions and completed the oral examination phase.

No Indication of Separate Cooperation or Leniency Discussions. There was no indication during the meeting that any respondent has been approached separately by the AG's office regarding a cooperation agreement, leniency agreement, or any other form of preferential treatment in exchange for cooperation. AAG Brennan's statements were directed to all respondents' counsel collectively and did not suggest any differentiation among the respondents with respect to cooperation.

III. ACTION ITEMS

Based on the discussions summarized above, the following action items have been identified for Calderwood & Harkness's immediate attention:

1. Await AG's letter memorializing the narrowed scope of Document Requests 7–12. AAG Brennan indicated this letter will be sent within approximately one week, with a target delivery date of October 24, 2025. Upon receipt, Calderwood & Harkness must carefully review the letter to confirm that the written memorialization accurately reflects the four narrowing criteria agreed upon during the meet-and-confer (i.e., the criteria set forth in Section II.B above). Any discrepancy between the letter and the oral agreements reached during the meeting should be raised promptly with AAG Brennan.

2. Await AG's draft protective order. AAG Brennan indicated the draft protective order will be circulated to all respondents' counsel by October 24, 2025. Upon receipt, Calderwood & Harkness must review the draft for consistency with Dunmore's confidentiality needs, with particular attention to the treatment of "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" materials and the intersection of the protective order's provisions with Meridian's public-records laws (Meridian Code Ann. § 25-61-1 et seq.). We should assess whether the draft provides adequate protections including advance notice and an opportunity to be heard before any disclosure of confidential documents in response to a public-records request.

3. Circulate draft protective order to JDA counsel for coordinated review. Upon receipt of the AG's draft protective order, Calderwood & Harkness will share the draft with Gregory Whitfield at Whitfield, Strauss & DeVane LLP and Diane Colby at Archer Colby LLP for coordinated review and comment under the Joint Defense and Common Interest Agreement dated October 1, 2025. The objective is to develop a unified respondents' response to the AG's draft to the greatest extent possible, consistent with each respondent's individual interests. Calderwood & Harkness will propose a deadline for receipt of comments from JDA counsel to ensure a timely consolidated response.

4. Continue TAR document review on schedule to meet the November 3, 2025 production deadline. Technology-Assisted Review (TAR) 1.0 training commenced on October 10, 2025, and validation checkpoints are ongoing. Calderwood & Harkness must maintain the current timeline and coordinate closely with Daniel Furrow at Brindoval Analytics LLC, Dunmore's e-discovery vendor, to ensure that all processing and review milestones are met. Any issues that may jeopardize the November 3, 2025 deadline must be escalated immediately to Howard Bellamy for assessment and, if necessary, communication with the AG's office. Given AAG Brennan's clear statement that no further extensions will be granted absent extraordinary circumstances, timely completion of the document review and production is of paramount importance.

5. Begin preparing Dunmore Fuel Supply corporate representative(s) for potential January 2026 oral examination. Although the AG's office has not yet served formal deposition notices and has not identified specific examination topics, it is prudent to begin preparation now. Calderwood & Harkness should identify likely designees for the corporate representative examination. Terrence "Terry" Kinloch, Vice President of Government Contracts at Dunmore Fuel Supply, Inc., is the likely primary designee given his direct oversight of the Meridian DOT bidding process and his involvement in the pricing and bid-strategy decisions that are at the center of the AG's investigation. Calderwood & Harkness should begin developing an outline of anticipated examination topics based on the scope of the CID and should coordinate with Patricia Aldridge, Dunmore's General Counsel, on the selection of representative(s) and the preparation process.

6. Brief Patricia Aldridge on meeting outcomes. A call with Patricia Aldridge, General Counsel of Dunmore Energy Holdings Ltd., is scheduled for October 17, 2025 at 5:00 PM CT. The briefing should cover all topics discussed during the meet-and-confer, with particular attention to the following: (a) the agreed narrowing of the scope of Document Requests 7–12 and the four criteria adopted; (b) the timeline for the AG's draft protective order and the public-records law issues raised by AAG Brennan; (c) the AG's stated intent to schedule oral examinations in January 2026; and (d) the AG's office's general statement regarding cooperation credit and its refusal to discuss settlement at this stage.

This memorandum was prepared on October 17, 2025 and reflects my best recollection of the meeting's substance. No court reporter was present, and no transcript of the meeting exists. If any participant has additions or corrections to this summary, they should be communicated to me promptly so that this memorandum can be supplemented.

Monica Reyes Senior Associate, Antitrust & Competition Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Tel: (202) 555-0147

Email: mreyes@calderwoodharkness.com

Field	Description
Bates Begin	Beginning Bates number of the withheld document
Bates End	Ending Bates number of the withheld document
Date	Date of the document
Author	Author or sender of the document
Recipient(s)	Primary recipient(s) of the document
CC	Individuals copied on the document
Document Type	Type of document (e.g., email, memorandum, letter, presentation)
Subject / Description	Brief description of the subject matter of the document, stated with sufficient specificity to permit the AG's office to assess the privilege claim without revealing privileged content
Basis for Privilege Assertion	Identification of the specific privilege asserted (i.e., attorney-client privilege, work-product doctrine, or other identified basis)

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP
MEMORANDUM
TO: File — C&H Matter No. 1016-00001
FROM: Monica Reyes, Senior Associate, Antitrust & Competition, Calderwood & Harkness LLP
DATE: October 17, 2025
RE: Summary of Meet-and-Confer with Meridian Attorney General's Office — Civil Investigative Demand No. AG-ANT-2025-04172 (Dunmore Energy Holdings Ltd. and Dunmore Fuel Supply, Inc.) — Meeting held October 17, 2025
This memorandum summarizes the substance of the meet-and-confer conference held on October 17, 2025, between counsel for the three respondents to Civil Investigative Demand No. AG-ANT-2025-04172 ("CID") and representatives of the Meridian Attorney General's Office, Antitrust Division. The conference addressed several outstanding issues relating to the scope of the CID's document requests, the format and logistics of forthcoming document productions, confidentiality protections, and the AG's anticipated schedule for oral examinations of corporate representatives. This memorandum is prepared for the file and is intended to preserve a contemporaneous record of the discussions, agreements reached, and action items arising from the meeting.
I. PARTICIPANTS
The following individuals participated in the meet-and-confer conference:
Calderwood & Harkness LLP (counsel for Dunmore Energy Holdings Ltd. and Dunmore Fuel Supply, Inc.):
• Howard Bellamy, Partner, Antitrust & Competition
• Monica Reyes, Senior Associate, Antitrust & Competition
Meridian Attorney General's Office, Antitrust Division (500 Capitol Avenue, Suite 300, Baxter City, Meridian 39201):
• Alicia Brennan, Assistant Attorney General, Lead Counsel for the Investigation
• Derek Montague, Senior Assistant Attorney General, Chief of the Antitrust Division
Whitfield, Strauss & DeVane LLP (counsel for Galloway Petroleum Corp.):
• Gregory Whitfield, Partner (Birmingham, AL office; 420 20th Street North, Suite 1600, Birmingham, AL 35203)
Archer Colby LLP (counsel for Ridgeline Energy Partners LLC):
• Diane Colby, Partner (Atlanta, GA office; 191 Peachtree Street NE, Suite 3200, Atlanta, GA 30303)
The conference was conducted by video conference via Northgate Data Systems. The meeting commenced at approximately 2:00 PM Central Time and concluded at approximately 3:25 PM Central Time, lasting approximately eighty-five (85) minutes.
II. TOPICS DISCUSSED
The discussion proceeded in a generally collaborative and orderly fashion. AAG Brennan opened the meeting by confirming the agenda topics she wished to cover, which substantially corresponded to the items Calderwood & Harkness had proposed in its October 14, 2025 agenda email to the group. The following is a summary of each substantive topic addressed during the conference, organized by subject matter.
A. Confirmation of Extended CID Response Deadline
AAG Brennan opened the substantive portion of the meeting by confirming that the extended CID response deadline of November 3, 2025 remains in full force and effect for all three respondents to the CID — namely, Dunmore Energy Holdings Ltd. and its subsidiary Dunmore Fuel Supply, Inc. (collectively, "Dunmore"), Galloway Petroleum Corp. ("Galloway"), and Ridgeline Energy Partners LLC ("Ridgeline"). AAG Brennan stated that this deadline applies uniformly across all respondents and that no respondent-specific variations in deadline had been discussed or were under consideration by the AG's office.
By way of background, the CID was issued on August 22, 2025, and the original response deadline was forty (40) calendar days from issuance, falling on October 3, 2025. Calderwood & Harkness submitted a written request for an extension of the response deadline by letter dated September 22, 2025, citing the volume and complexity of the documents responsive to the CID, the need to coordinate privilege review across multiple Dunmore business units, and the time required to establish an appropriate technology-assisted review protocol with Dunmore's e-discovery vendor, Brindoval Analytics LLC. The Meridian AG's office granted the requested extension on September 26, 2025, establishing the current deadline of November 3, 2025. It is my understanding that counsel for Galloway and Ridgeline submitted similar extension requests on or about the same date and received the same extension.
AAG Brennan stated clearly during the meeting that the AG's office does not anticipate granting any further extensions of the response deadline absent extraordinary circumstances. She did not define what would constitute "extraordinary circumstances," but her tone and phrasing conveyed that the AG's office views the November 3, 2025 deadline as firm. No respondent's counsel requested any additional extension during the conference, and no respondent raised any concern about its ability to meet the current deadline.
B. Scope of Document Requests 7–12 — Agreed Narrowing
The most substantive portion of the discussion concerned the scope of Document Requests 7 through 12 of the CID. These requests, as originally drafted, have been a point of concern for Calderwood & Harkness since the CID was first received and reviewed.
Original Scope of Requests 7–12. As drafted in the CID, Requests 7 through 12 sought "all communications" between employees of any respondent and employees of any other respondent "regardless of subject matter" during the four-year period from January 1, 2021 through December 31, 2024. Each of the six requests was directed at a different pairing of respondent entities, capturing the full matrix of inter-respondent communications. The requests contained no subject-matter limitation and, on their face, would have required production of any and all communications between employees of the respondent companies, regardless of whether the communications bore any relationship to the subject matter of the AG's investigation — i.e., alleged bid-rigging and price-fixing in connection with Meridian Department of Transportation fuel-supply contracts.
Calderwood & Harkness's Objection. Howard Bellamy raised Calderwood & Harkness's previously stated objection to the breadth of Requests 7–12. Mr. Bellamy explained that the requests, as originally drafted, are facially overbroad because they would capture a substantial volume of legitimate business communications that are entirely unrelated to fuel pricing or Meridian DOT procurement activity. By way of illustration, Mr. Bellamy noted that Dunmore and the other respondents are participants in the same industry and engage in a range of routine commercial interactions that have no bearing on the conduct under investigation. These include, without limitation, pipeline-capacity sharing arrangements, joint-venture governance communications, industry-association governance matters (including communications relating to the American Petroleum Institute and the Southern Fuel Marketers Association), routine commercial transactions involving unrelated products or geographies, and other ordinary-course business dealings. Mr. Bellamy stated that requiring production of all such communications without any subject-matter nexus to the investigation would impose an enormous and disproportionate burden on Dunmore and would yield a production overwhelmingly composed of irrelevant material.
Gregory Whitfield, on behalf of Galloway, and Diane Colby, on behalf of Ridgeline, voiced similar objections and indicated that they shared the concerns expressed by Mr. Bellamy.
AG's Proposed Narrowing. AAG Brennan responded to the respondents' collective objection by indicating that the AG's office was willing to narrow the scope of Requests 7–12. AAG Brennan proposed that the requests be limited to communications that satisfy at least one of the following four criteria:
(i) Communications that reference the Meridian Department of Transportation ("Meridian DOT"), any Meridian state fuel-supply contract, or any Meridian state procurement process;
(ii) Communications that concern fuel pricing, fuel supply, or bid strategy in the State of Meridian;
(iii) Communications that relate to any meeting, call, or gathering at which fuel pricing or bidding was discussed among respondents or their representatives; or
(iv) Communications that were exchanged within thirty (30) calendar days before or after the submission deadline for any Meridian DOT Request for Proposals ("RFP") during the relevant period (January 1, 2021 through December 31, 2024).
AAG Brennan presented these as disjunctive criteria — i.e., a communication need only satisfy one of the four criteria to be within the narrowed scope. She also confirmed that the relevant time period (January 2021 through December 2024) would remain unchanged under the proposed narrowing.
Respondents' Acceptance. Calderwood & Harkness accepted the proposed narrowed scope as reasonable on behalf of Dunmore. Mr. Bellamy stated that the narrowed scope appropriately focuses the requests on communications bearing a plausible nexus to the investigation's subject matter while still permitting the AG's office to obtain the information it needs. Gregory Whitfield accepted the narrowed scope on behalf of Galloway, and Diane Colby accepted the narrowed scope on behalf of Ridgeline. All three respondents' counsel expressed satisfaction with the proposed narrowing.
Memorialization. The parties agreed that the AG's office would memorialize the agreed-upon narrowing of Requests 7–12 in a formal written letter addressed to all respondents' counsel. AAG Brennan indicated that the letter would be sent within approximately one week of the meeting, which would place the expected delivery date at or around October 24, 2025. Calderwood & Harkness will review the letter upon receipt to confirm that the written memorialization accurately reflects the oral representations made during the conference. Any discrepancy between the letter and the agreements reached during this meeting will be promptly raised with the AG's office.
C. Privilege Log Format and Requirements
AAG Brennan next addressed the AG's office's expectations with respect to privilege logs that will accompany the respondents' document productions.
Categorical Logging. AAG Brennan stated that the AG's office will permit categorical logging only to the extent that the documents grouped within a given category share truly common characteristics. She identified two examples of permissible categorical groupings: (1) documents distributed through recurring legal-department distribution lists (e.g., weekly or monthly legal-update emails circulated to a standard set of recipients on a recurring basis), and (2) serial attorney-client communications on the same subject matter exchanged within a narrow timeframe (e.g., an email chain between in-house counsel and a business executive regarding a specific legal question, where the chain consists of multiple back-and-forth messages over the course of several days).
Individual Entries. AAG Brennan further stated that individual privilege log entries are required for all unique privileged documents that do not fall within a permissible categorical grouping. She emphasized that the AG's office will scrutinize categorical designations and may challenge groupings that it views as inappropriately broad or that appear to be used as a means of avoiding the burden of preparing an individual-entry log.
Required Fields. AAG Brennan specified the following fields as required for each entry (whether individual or categorical) on the privilege log:
Calderwood & Harkness confirmed that Dunmore's production will include an individual-entry privilege log meeting these specifications. Mr. Bellamy noted that Dunmore's privilege log will be prepared in a manner consistent with Meridian Rule of Civil Procedure 26(b)(5), which requires parties withholding documents on privilege grounds to describe the nature of the withheld documents in a manner sufficient to enable other parties to assess the applicability of the claimed privilege.
No dispute was raised by any participant regarding the required privilege log format. Gregory Whitfield and Diane Colby each confirmed agreement with the specified format on behalf of Galloway and Ridgeline, respectively.
D. Production Format
AAG Brennan confirmed the AG's office's requirements and preferences with respect to the technical format of document productions.
Accepted Production Format. The AG's office will accept document productions in the following format:
• TIFF images with corresponding extracted text files (.txt) for each document;
• Metadata load files in Ashgrove Technologies .dat format;
• Image load files in Relativity .opt format; and
• Native format productions for file types that lose material functionality when converted to TIFF images, including but not limited to spreadsheets (e.g., Ashbury Holdings Excel .xlsx files), databases (e.g., Ridgeway Data Systems .mdb or .accdb files), and other file types where formatting, embedded formulas, pivot tables, or other dynamic features are integral to the document's content and meaning. AAG Brennan stated that native productions are not merely acceptable but are preferred for such file types.
Bates Numbering Convention. The Bates numbering convention for Dunmore's production was previously established in the Statement of Work executed between Calderwood & Harkness and Brindoval Analytics LLC, Dunmore's e-discovery vendor, dated September 12, 2025. The agreed convention is as follows:
DEH-MERID-000001 through DEH-MERID-[final]
This prefix was selected to identify the documents as originating from Dunmore Energy Holdings in connection with the Meridian investigation. Galloway and Ridgeline will use separate, non-overlapping Bates prefix conventions for their respective productions. The specific prefixes for Galloway and Ridgeline were not discussed at this meeting.
Delivery Medium. No discussion took place regarding the specific delivery medium for the document productions (e.g., encrypted USB drives, secure file-transfer protocols, physical hard drives, etc.). AAG Brennan indicated that this logistical detail would be confirmed closer to the production date. Calderwood & Harkness will follow up with the AG's office on this point as the November 3, 2025 deadline approaches to ensure sufficient lead time for delivery logistics.
E. Confidentiality Designations and Protective Order
Calderwood & Harkness raised the issue of confidentiality protections for commercially sensitive documents that will be included in Dunmore's document production. Mr. Bellamy explained that the documents responsive to the CID are likely to include a range of proprietary and competitively sensitive materials, including but not limited to proprietary pricing models, margin analyses, competitive-intelligence reports, internal bid strategies, customer data, and other trade-secret and confidential business information. Mr. Bellamy stated that Dunmore has a strong interest in ensuring that such materials receive appropriate confidentiality protections in connection with their production to the AG's office.
AG's Willingness to Enter Protective Order. AAG Brennan stated that the AG's office is willing to enter into a stipulated protective order governing confidentiality designations for documents produced by all respondents in connection with the CID. She indicated that the AG's office recognizes that respondents have legitimate confidentiality interests in certain categories of business documents and that a protective order is an appropriate mechanism for addressing those interests.
Important Caveat — Meridian Public Records Law. AAG Brennan raised an important caveat regarding the limitations on confidentiality protections that may be available for documents produced to a state agency. She noted that Meridian's public-records laws (Meridian Code Annotated § 25-61-1 et seq.) may impose constraints on the scope and enforceability of confidentiality protections for documents in the AG's possession. Specifically, AAG Brennan stated that documents held by the AG's office may be subject to public-records requests filed by third parties, including members of the media and the general public, and that the protective order would need to account for this statutory framework. She did not indicate what specific provisions the AG's office would propose to address this issue, but she acknowledged that the intersection of the protective order and Meridian's public-records statute would need to be carefully addressed in the draft order.
This is a matter of significant concern for Dunmore. Calderwood & Harkness will need to carefully review the AG's draft protective order to assess the adequacy of the proposed protections in light of Meridian's public-records laws. In particular, we will need to evaluate whether the protective order provides a meaningful mechanism for respondents to contest disclosure of confidential documents in response to a public-records request — e.g., advance notice of any such request, an opportunity to assert applicable exemptions under the public-records statute, and a right to seek judicial intervention before disclosure occurs.
Timeline for Draft Protective Order. AAG Brennan indicated that the AG's office will circulate a draft protective order to all respondents' counsel by October 24, 2025. This is the same target date that AAG Brennan identified for the letter memorializing the narrowed scope of Document Requests 7–12.
Dunmore's Intended Confidentiality Designations. Calderwood & Harkness noted that Dunmore intends to designate certain documents produced in response to the CID as "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" as appropriate based on the sensitivity of the material. Mr. Bellamy stated that Dunmore reserves the right to apply, modify, or remove confidentiality designations pending the negotiation and entry of the protective order. Until a protective order is in place, Dunmore's production will be made subject to a reservation of rights with respect to confidentiality.
Action Item — Coordinated Review. Calderwood & Harkness, Whitfield, Strauss & DeVane, and Archer Colby agreed that upon receipt of the AG's draft protective order, all respondents' counsel will review the draft and coordinate comments. Calderwood & Harkness will take the lead in coordinating this review under the Joint Defense and Common Interest Agreement executed by the three respondents' counsel on October 1, 2025 (the "JDA"). The goal is to present a unified respondents' response to the AG's draft, to the extent the respondents' interests are aligned, while preserving each respondent's ability to raise individual concerns as necessary.
F. Oral Examination of Corporate Representatives
Senior Assistant Attorney General Derek Montague addressed the AG's office's plans for oral examinations of designated corporate representatives.
Intent to Schedule Examinations. Sr. AAG Montague stated that the AG's office intends to schedule oral examinations of designated corporate representatives for each of the three respondents. He characterized these examinations as a standard component of the AG's investigation under the CID and indicated that the AG's office views the document productions as a necessary predicate to conducting informed and efficient examinations.
Anticipated Timing. Montague indicated that the AG's office anticipates scheduling oral examinations in January 2026. He did not propose specific dates for the examinations during this meeting. The January 2026 timeframe is consistent with the AG's stated plan to first complete its review and preliminary analysis of the respondents' document productions (due November 3, 2025) before proceeding to the oral examination phase of the investigation.
Deposition Notice Requirements. Montague confirmed that the AG's office will serve formal deposition notices on each respondent at least thirty (30) days in advance of any scheduled oral examination, consistent with standard practice under Meridian law and the AG's customary procedures.
Calderwood & Harkness's Response. Calderwood & Harkness acknowledged the CID's demand for designation of corporate representatives and confirmed Dunmore's willingness to make appropriate representatives available for examination at a mutually convenient time following the AG's review of the document productions. Mr. Bellamy did not identify specific individuals who would serve as Dunmore's designated representatives at this time, as the formal deposition notices have not yet been served and the specific topics for examination have not been identified.
Deferred Issues. No discussion took place during the meeting regarding the specific topics for the oral examinations or the number of corporate representatives that each respondent would be required to designate. Montague stated that those details would be addressed in the formal deposition notices when they are served. Calderwood & Harkness will assess the scope of the examination topics once the notices are received and will work with Dunmore to identify and prepare appropriate designees.
G. Cooperation Credit and AG's Posture
Howard Bellamy raised the topic of the AG's posture toward cooperating respondents. Specifically, Mr. Bellamy inquired whether the AG's office would consider providing cooperation credit to respondents that provide timely and complete responses to the CID and otherwise cooperate with the investigation.
AAG Brennan's Response. AAG Brennan responded that the AG's office will "take into account the timeliness and completeness of each respondent's cooperation in determining what remedies to seek." This statement was measured and carefully worded. AAG Brennan did not elaborate further on the specific form that cooperation credit might take. She did not address whether cooperation credit could result in reduced civil penalties, more favorable settlement terms, forbearance from seeking debarment of a cooperating respondent from state contracting, or any other specific benefit. Her statement was limited to the general principle that cooperation would be a factor in the AG's remedial calculus.
Decline to Discuss Settlement. AAG Brennan explicitly declined to discuss potential settlement terms or parameters at this stage of the investigation. She stated that the investigation is ongoing and that it would be premature to engage in settlement discussions before the AG's office has reviewed the respondents' document productions and completed the oral examination phase.
No Indication of Separate Cooperation or Leniency Discussions. There was no indication during the meeting that any respondent has been approached separately by the AG's office regarding a cooperation agreement, leniency agreement, or any other form of preferential treatment in exchange for cooperation. AAG Brennan's statements were directed to all respondents' counsel collectively and did not suggest any differentiation among the respondents with respect to cooperation.
III. ACTION ITEMS
Based on the discussions summarized above, the following action items have been identified for Calderwood & Harkness's immediate attention:
1. Await AG's letter memorializing the narrowed scope of Document Requests 7–12. AAG Brennan indicated this letter will be sent within approximately one week, with a target delivery date of October 24, 2025. Upon receipt, Calderwood & Harkness must carefully review the letter to confirm that the written memorialization accurately reflects the four narrowing criteria agreed upon during the meet-and-confer (i.e., the criteria set forth in Section II.B above). Any discrepancy between the letter and the oral agreements reached during the meeting should be raised promptly with AAG Brennan.
2. Await AG's draft protective order. AAG Brennan indicated the draft protective order will be circulated to all respondents' counsel by October 24, 2025. Upon receipt, Calderwood & Harkness must review the draft for consistency with Dunmore's confidentiality needs, with particular attention to the treatment of "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" materials and the intersection of the protective order's provisions with Meridian's public-records laws (Meridian Code Ann. § 25-61-1 et seq.). We should assess whether the draft provides adequate protections including advance notice and an opportunity to be heard before any disclosure of confidential documents in response to a public-records request.
3. Circulate draft protective order to JDA counsel for coordinated review. Upon receipt of the AG's draft protective order, Calderwood & Harkness will share the draft with Gregory Whitfield at Whitfield, Strauss & DeVane LLP and Diane Colby at Archer Colby LLP for coordinated review and comment under the Joint Defense and Common Interest Agreement dated October 1, 2025. The objective is to develop a unified respondents' response to the AG's draft to the greatest extent possible, consistent with each respondent's individual interests. Calderwood & Harkness will propose a deadline for receipt of comments from JDA counsel to ensure a timely consolidated response.
4. Continue TAR document review on schedule to meet the November 3, 2025 production deadline. Technology-Assisted Review (TAR) 1.0 training commenced on October 10, 2025, and validation checkpoints are ongoing. Calderwood & Harkness must maintain the current timeline and coordinate closely with Daniel Furrow at Brindoval Analytics LLC, Dunmore's e-discovery vendor, to ensure that all processing and review milestones are met. Any issues that may jeopardize the November 3, 2025 deadline must be escalated immediately to Howard Bellamy for assessment and, if necessary, communication with the AG's office. Given AAG Brennan's clear statement that no further extensions will be granted absent extraordinary circumstances, timely completion of the document review and production is of paramount importance.
5. Begin preparing Dunmore Fuel Supply corporate representative(s) for potential January 2026 oral examination. Although the AG's office has not yet served formal deposition notices and has not identified specific examination topics, it is prudent to begin preparation now. Calderwood & Harkness should identify likely designees for the corporate representative examination. Terrence "Terry" Kinloch, Vice President of Government Contracts at Dunmore Fuel Supply, Inc., is the likely primary designee given his direct oversight of the Meridian DOT bidding process and his involvement in the pricing and bid-strategy decisions that are at the center of the AG's investigation. Calderwood & Harkness should begin developing an outline of anticipated examination topics based on the scope of the CID and should coordinate with Patricia Aldridge, Dunmore's General Counsel, on the selection of representative(s) and the preparation process.
6. Brief Patricia Aldridge on meeting outcomes. A call with Patricia Aldridge, General Counsel of Dunmore Energy Holdings Ltd., is scheduled for October 17, 2025 at 5:00 PM CT. The briefing should cover all topics discussed during the meet-and-confer, with particular attention to the following: (a) the agreed narrowing of the scope of Document Requests 7–12 and the four criteria adopted; (b) the timeline for the AG's draft protective order and the public-records law issues raised by AAG Brennan; (c) the AG's stated intent to schedule oral examinations in January 2026; and (d) the AG's office's general statement regarding cooperation credit and its refusal to discuss settlement at this stage.
This memorandum was prepared on October 17, 2025 and reflects my best recollection of the meeting's substance. No court reporter was present, and no transcript of the meeting exists. If any participant has additions or corrections to this summary, they should be communicated to me promptly so that this memorandum can be supplemented.
Monica Reyes Senior Associate, Antitrust & Competition Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Tel: (202) 555-0147
Email: mreyes@calderwoodharkness.com
Field | Description
Bates Begin | Beginning Bates number of the withheld document
Bates End | Ending Bates number of the withheld document
Date | Date of the document
Author | Author or sender of the document
Recipient(s) | Primary recipient(s) of the document
CC | Individuals copied on the document
Document Type | Type of document (e.g., email, memorandum, letter, presentation)
Subject / Description | Brief description of the subject matter of the document, stated with sufficient specificity to permit the AG's office to assess the privilege claim without revealing privileged content
Basis for Privilege Assertion | Identification of the specific privilege asserted (i.e., attorney-client privilege, work-product doctrine, or other identified basis)

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

MEMORANDUM

I. PARTICIPANTS

II. TOPICS DISCUSSED

III. ACTION ITEMS

Record

Parties

Dates

Amounts