[sheet: Cover]
Field | Value
Matter | Dunmore Energy Holdings Ltd. — $850,000,000 9.375% Senior Secured Notes due 2032
Matter Number | 1016-00003
Prepared By | Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017
Responsible Partner | Jennifer Kwon
Lead Associate | Eric Johannsen
Working Associate | Claire Dempsey
Date Sent | April 21, 2025
Sent To | Alistair Forde, General Counsel, Dunmore Energy Holdings Ltd.
Client Address (Houston) | 2900 Post Oak Boulevard, Suite 3100, Houston, TX 77056
Client Address (Grand Cayman) | 14th Floor, Harbour Place Tower, 103 South Church Street, George Town, Grand Cayman KY1-1002
Offering Type | Rule 144A / Regulation S Private Placement
Issuer | Dunmore Energy Holdings Ltd. (Cayman Islands exempted company)
Co-Issuer | Dunmore upstream Finance Corp. (Delaware corporation)
Indenture Trustee / Collateral Agent | Northgate Trust Company, N.A.
Initial Purchasers | Ridgeline Capital Markets LLC (Lead Left); Clarion Securities Inc.; Pinnacle Partners LLC
Initial Purchasers' Counsel | Whitfield Baxter & Cohn LLP
Independent Auditor | Alverton & Co. LLP
Reserves Engineer | Duval Howard & Partners
Instructions | Please provide responsive documents in electronic format (PDF or native) via the secure data room. Where a document does not exist, please confirm in writing. All responses should be organized by category and item number. Questions should be directed to Eric Johannsen (ejohannsen@calderwoodharkness.com) or Claire Dempsey (cdempsey@calderwoodharkness.com).
[sheet: I. Corporate & Organizational]
Item No. | Category | Description of Request | Applicable Entity(ies) | Jurisdiction | Date Requested | Date Received | Status | Notes / Comments
I-1 | Charter Documents | Memorandum and Articles of Association (current, as amended) of the Issuer | Dunmore Energy Holdings Ltd. | Cayman Islands | 2025-04-21 | Pending | Cayman Registry No. MC-384726
I-2 | Charter Documents | Certificate of Incorporation / Certificate of Registration | Dunmore Energy Holdings Ltd. | Cayman Islands | 2025-04-21 | Pending
I-3 | Charter Documents | Certificate of Incorporation and Bylaws of the Co-Issuer | Dunmore upstream Finance Corp. | Delaware | 2025-04-21 | Pending | EIN: 93-4728106; registered agent: Ashgrove Services Inc., 28 Liberty Street, New York, NY 10005
I-4 | Charter Documents | Certificate of Incorporation / Formation documents and Bylaws / LLC Agreement / Articles of Association for each Guarantor subsidiary | Dunmore Nigeria E&P Ltd.; Dunmore Gulf Operations LLC; Dunmore Renewables LLC; Dunmore Senegal S.A.; Dunmore Midstream Holdings Inc.; Dunmore Trading Ltd. | Nigeria; Delaware; Delaware; Senegal; Delaware; England & Wales | 2025-04-21 | Pending
I-5 | Good Standing | Certificates of good standing / compliance for the Issuer, Co-Issuer, and each Guarantor in their jurisdiction of formation and each jurisdiction where they are qualified to do business | All Issuers and Guarantors | Multiple | 2025-04-21 | Pending
I-6 | Organizational Chart | Current corporate organizational chart showing all subsidiaries, ownership percentages, and jurisdictions of formation | Dunmore Energy Holdings Ltd. (consolidated) | All | 2025-04-21 | Pending | Should reflect: Harborview Capital Partners Fund VI, L.P. (62.4%); Management/Directors (18.3%); Solstice Infrastructure Fund LP (11.1%); Alderman Family Office LLC (8.2%)
I-7 | Board/Manager Minutes | Board of directors / managers meeting minutes and written consents for the past three years for the Issuer and each Guarantor | All Issuers and Guarantors | Multiple | 2025-04-21 | Pending
I-8 | Shareholder/Member Records | Shareholder register / member register; capitalization table; copies of any shareholders' agreements, voting agreements, or registration rights agreements | Dunmore Energy Holdings Ltd. | Cayman Islands | 2025-04-21 | Pending
I-9 | Officers & Directors | List of current officers and directors (with titles and appointment dates) for the Issuer, Co-Issuer, and each Guarantor | All | Multiple | 2025-04-21 | Pending | Key officers: Marcus Ellingham (CEO); Deepa Rajaram (CFO); Alistair Forde (GC); Board Chair: Lady Constance Harrowby
I-10 | Incumbency | Specimen signatures of all authorized signatories for the Issuer, Co-Issuer, and each Guarantor | All | Multiple | 2025-04-21 | Pending
I-11 | Registered Agents | List of registered agents and registered offices in each jurisdiction | All | Multiple | 2025-04-21 | Pending | DEH registered office: c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104
I-12 | Qualification | Certificates of authority / foreign qualification in each state or country where the entity transacts business | All U.S. entities | Multiple U.S. states | 2025-04-21 | Pending
I-13 | Corporate Governance | Copies of all corporate governance guidelines, committee charters (audit, compensation, nominating), and codes of conduct | Dunmore Energy Holdings Ltd. | Cayman Islands | 2025-04-21 | Pending
I-14 | Powers of Attorney | Copies of any outstanding powers of attorney granted by any Issuer or Guarantor | All | Multiple | 2025-04-21 | Pending
I-15 | Prior Transactions | Copies of documents relating to any mergers, acquisitions, dispositions, or reorganizations within the past five years | All | Multiple | 2025-04-21 | Pending
I-16 | Subsidiary Ledger | Complete list of all direct and indirect subsidiaries (including dormant entities), with jurisdiction of formation, date of formation, and ownership percentage | Dunmore Energy Holdings Ltd. | All | 2025-04-21 | Pending
I-17 | Joint Ventures | Copies of all joint venture agreements, partnership agreements, and consortium arrangements | All Issuers and Guarantors | Multiple | 2025-04-21 | Pending
I-18 | Authorizing Resolutions | Board and shareholder resolutions authorizing the issuance of the Notes, execution of the Indenture, and granting of guarantees and security interests | All Issuers and Guarantors | Multiple | 2025-04-21 | Pending | Drafts to be circulated by C&H for adoption prior to closing
I-19 | Seal / Chop | Copies of corporate seal impressions or company chops, if applicable | All Issuers and Guarantors | Multiple | 2025-04-21 | Pending
I-20 | Amendments | Copies of all amendments to charter documents, bylaws, or operating agreements within the past five years | All Issuers and Guarantors | Multiple | 2025-04-21 | Pending
[sheet: II. Financial Information]
Item No. | Category | Description of Request | Applicable Entity(ies) | Period / Date | Date Requested | Date Received | Status | Notes / Comments
II-1 | Audited Financials | Audited consolidated financial statements (including notes) for the three most recent fiscal years (FY 2022, FY 2023, FY 2024) | Dunmore Energy Holdings Ltd. (consolidated) | FY 2022–2024 | 2025-04-21 | Pending | Auditor: Alverton & Co. LLP (Graham Stillwell, Lead Engagement Partner); FY 2024 Revenue: $2,140,000,000; EBITDA: $816,000,000; Net Income: $294,000,000
II-2 | Audit Letters | Management representation letters to independent auditors for the three most recent fiscal years | Dunmore Energy Holdings Ltd. | FY 2022–2024 | 2025-04-21 | Pending
II-3 | Interim Financials | Unaudited interim consolidated financial statements (quarterly) for FY 2025 to the most recent available date | Dunmore Energy Holdings Ltd. (consolidated) | Q1 2025 | 2025-04-21 | Pending
II-4 | Balance Sheet | Most recent consolidated balance sheet, including detail on total assets ($4,870,000,000), total debt ($1,320,000,000 pre-offering), and cash and equivalents ($185,000,000) | Dunmore Energy Holdings Ltd. | As of 12/31/2024 | 2025-04-21 | Pending
II-5 | Capital Expenditures | Schedule of capital expenditures for the past three fiscal years and current year budget (FY 2024: $387,000,000) | Dunmore Energy Holdings Ltd. (consolidated) | FY 2022–2025E | 2025-04-21 | Pending
II-6 | Debt Schedule | Schedule of all outstanding indebtedness, including principal amounts, interest rates, maturity dates, security, and any financial covenants | All Issuers and Guarantors | Current | 2025-04-21 | Pending | ABL Revolver: $470M drawn / $750M commitment, SOFR+275bps, matures June 2028 (Velthorn National Bank, N.A.); 7.50% Sr. Unsecured Notes due Oct 2028: $850M outstanding
II-7 | Projections | Financial projections / forecasts / budgets prepared by management for the next five years, if available | Dunmore Energy Holdings Ltd. | FY 2025–2029 | 2025-04-21 | Pending
II-8 | Working Capital | Working capital analysis and any seasonal borrowing patterns on the ABL revolver | Dunmore Energy Holdings Ltd. | Trailing 12 months | 2025-04-21 | Pending
II-9 | Bank Accounts | Schedule of all deposit accounts, securities accounts, and commodity accounts, including account numbers and financial institutions | All Issuers and Guarantors | Current | 2025-04-21 | Pending | Relevant for collateral / intercreditor analysis (ABL Priority Collateral includes deposit accounts)
II-10 | Credit Agreements | Copies of (a) the ABL Credit Agreement with Velthorn National Bank, N.A. (including all amendments), and (b) the indenture governing the existing 7.50% Senior Unsecured Notes due 2028 | Dunmore Energy Holdings Ltd. | Current | 2025-04-21 | Pending | ABL Agent's Counsel: Pruitt Halsey LLP, 600 Travis Street, Suite 4000, Houston, TX 77002
II-11 | Guarantees | Schedule of all guarantees, letters of credit, surety bonds, and other contingent liabilities | All Issuers and Guarantors | Current | 2025-04-21 | Pending
II-12 | Hedging | Schedule of all derivative and hedging agreements (commodity, interest rate, FX), including counterparty, notional amount, and maturity | Dunmore Energy Holdings Ltd. (consolidated) | Current | 2025-04-21 | Pending
II-13 | Intercompany | Schedule of all intercompany loans, receivables, payables, and transfer pricing arrangements | All Issuers and Guarantors | Current | 2025-04-21 | Pending | Intercompany receivables form part of Notes collateral
II-14 | Rating Agency | Copies of all correspondence with rating agencies and current rating reports | Dunmore Energy Holdings Ltd. | Current | 2025-04-21 | Pending | Lodestar Ratings International: preliminary B2/Stable (analyst: Catherine Irvine); Veridian Credit Assessments Inc.: preliminary B+/Stable (analyst: James Fenwick)
II-15 | Use of Proceeds | Detailed breakdown of the anticipated use of proceeds from the offering ($850M gross proceeds less OID of $12,750,000 and estimated fees/expenses) | Dunmore Energy Holdings Ltd. | Closing date | 2025-04-21 | Pending | Expected uses: Cayar Offshore Phase II development ($250M); refinance portion of ABL ($350M); general corporate purposes ($237.25M)
II-16 | Pro Forma Financials | Pro forma capitalization and pro forma consolidated balance sheet giving effect to the offering and the application of proceeds | Dunmore Energy Holdings Ltd. (consolidated) | Pro forma as of 12/31/2024 | 2025-04-21 | Pending
II-17 | Internal Controls | Description of internal controls over financial reporting, including any material weaknesses or significant deficiencies identified | Dunmore Energy Holdings Ltd. | FY 2024 | 2025-04-21 | Pending
II-18 | Related Party Transactions | Schedule and description of all related party transactions for the past three fiscal years | All Issuers and Guarantors | FY 2022–2024 | 2025-04-21 | Pending | Include transactions with Harborview Capital Partners and affiliates
[sheet: III. Regulatory & Licensing]
Item No. | Category | Description of Request | Applicable Entity(ies) | Jurisdiction / Regulator | Date Requested | Date Received | Status | Notes / Comments
III-1 | Nigerian E&P Licenses | Oil Mining Leases (OML 47 and OML 63): copies of the original lease grants, renewals, amendments, and current status with DPR / NUPRC | Dunmore Nigeria E&P Ltd. | Nigeria — DPR / NUPRC | 2025-04-21 | Pending | Nigerian National Petroleum Company holds back-in rights in OML 47 and OML 63
III-2 | Nigerian Regulatory Approvals | All approvals, consents, and no-objection letters from the Nigerian National Petroleum Company (NNPC) and the Department of Petroleum Resources (DPR) in connection with Dunmore's operations and any security interests | Dunmore Nigeria E&P Ltd. | Nigeria — NNPC / DPR | 2025-04-21 | Pending | Nigerian counsel: Abayomi Chambers (Chidinma Okafor), 14 Broad Street, Victoria Island, Lagos
III-3 | Senegal PSC | Production Sharing Contract for the Cayar Offshore Block: full executed copy including all amendments and extensions | Dunmore Senegal S.A. | Senegal — Ministère de l'Énergie | 2025-04-21 | Pending | Senegalese counsel: Theron Moss & Associates SARL (Moustapha Sy), Rue Moussé Diop 22, Plateau, Dakar
III-4 | Senegal Permits | All exploration and production permits, environmental authorizations, and governmental consents for the Cayar Offshore Block | Dunmore Senegal S.A. | Senegal | 2025-04-21 | Pending
III-5 | GoM Permits — BOEM/BSEE | Copies of all BOEM and BSEE permits, lease assignments, and approvals for Green Canyon and Garden Banks deepwater leases | Dunmore Gulf Operations LLC | U.S. — BOEM / BSEE | 2025-04-21 | Pending
III-6 | GoM Lease Instruments | Copies of all OCS lease instruments, unit agreements, and any pipeline right-of-way grants for GoM operations | Dunmore Gulf Operations LLC | U.S. — BOEM | 2025-04-21 | Pending
III-7 | Texas Renewables | Permits, interconnection agreements, power purchase agreements, and ERCOT registrations for the 220 MW West Texas solar portfolio | Dunmore Renewables LLC | U.S. — Texas / ERCOT | 2025-04-21 | Pending
III-8 | Midstream Permits | All FERC, state railroad commission, and pipeline safety permits for midstream pipeline and processing infrastructure | Dunmore Midstream Holdings Inc. | U.S. — FERC / State | 2025-04-21 | Pending
III-9 | Trading Licenses | FCA authorization, EMIR reporting status, and any other regulatory licenses for trading operations | Dunmore Trading Ltd. | England & Wales — FCA | 2025-04-21 | Pending | English counsel: Cresswell & Greaves LLP (Fiona Halsted), 10 Fenchurch Avenue, London EC3M 5BN
III-10 | Anti-Corruption Compliance | Copies of FCPA and UK Bribery Act compliance policies, training records, and any reports of internal investigations or voluntary disclosures | All Issuers and Guarantors | Multiple | 2025-04-21 | Pending
III-11 | Sanctions Compliance | Sanctions compliance policies and procedures; results of any prior OFAC, EU, or UK sanctions screening; any voluntary self-disclosures or enforcement actions | All Issuers and Guarantors | Multiple | 2025-04-21 | Pending | OFAC screening being conducted by Sandoval Compliance Solutions LLC (Rosa Medina); completed April 25, 2025
III-12 | Export Controls | Export control compliance policies and any BIS licenses or authorizations | All Issuers and Guarantors | U.S. — BIS | 2025-04-21 | Pending
III-13 | Government Investigations | Description of any pending or threatened government investigations, subpoenas, or enforcement proceedings | All Issuers and Guarantors | Multiple | 2025-04-21 | Pending
III-14 | Nigerian Content Requirements | Documentation of compliance with the Nigerian Oil and Gas Industry Content Development Act (Nigerian Content Act), including NCDMB approvals and local content reports | Dunmore Nigeria E&P Ltd. | Nigeria — NCDMB | 2025-04-21 | Pending
III-15 | Data Privacy | Copies of data privacy and data protection policies, GDPR compliance documentation, and any data processing agreements | All Issuers and Guarantors | Multiple — UK ICO / EU / Nigeria NDPR | 2025-04-21 | Pending
[sheet: IV. Environmental]
Item No. | Category | Description of Request | Applicable Entity(ies) | Jurisdiction | Date Requested | Date Received | Status | Notes / Comments
IV-1 | Environmental Permits | Copies of all environmental permits, approvals, and compliance certificates for all operating assets in Nigeria, Senegal, GoM, and West Texas | All operating subsidiaries | Multiple | 2025-04-21 | Pending
IV-2 | EIAs | Environmental Impact Assessments for OML 47, OML 63, Cayar Offshore Block, Green Canyon, Garden Banks, and West Texas solar facilities | All operating subsidiaries | Multiple | 2025-04-21 | Pending
IV-3 | Spill / Incident Reports | Records of any oil spills, gas releases, environmental incidents, and remediation activities for the past five years | All operating subsidiaries | Multiple | 2025-04-21 | Pending
IV-4 | GHG Emissions Data | Scope 1 and Scope 2 greenhouse gas emissions data for the past three fiscal years (FY 2024: Scope 1 = 1.42 million metric tons CO₂e; Scope 2 = 0.18 million metric tons CO₂e) | Dunmore Energy Holdings Ltd. (consolidated) | All | 2025-04-21 | Pending | ESG data prepared by Barrisford Advisory Group LLC (Nathan Reyes Linley CPAs LLP), 1700 K Street NW, Suite 900, Washington, DC 20006
IV-5 | Methane / Flaring | Gas flaring and methane emissions data, including flaring intensity metrics (FY 2024: 3.8 m³/boe vs. industry avg. 5.1 m³/boe) | All upstream subsidiaries | Multiple | 2025-04-21 | Pending
IV-6 | Community Development | Records of community development and social investment expenditures, particularly in Nigeria (FY 2024: $14.2 million) | Dunmore Nigeria E&P Ltd. | Nigeria | 2025-04-21 | Pending
IV-7 | Net-Zero Commitment | Documentation supporting Dunmore's net-zero by 2050 commitment, including any published sustainability reports, board-approved targets, and interim milestones | Dunmore Energy Holdings Ltd. | All | 2025-04-21 | Pending
IV-8 | Environmental Liabilities | Schedule of any known or contingent environmental liabilities, including decommissioning / asset retirement obligations | All operating subsidiaries | Multiple | 2025-04-21 | Pending
IV-9 | Compliance Orders | Copies of any environmental compliance orders, notices of violation, consent decrees, or enforcement actions | All operating subsidiaries | Multiple | 2025-04-21 | Pending
IV-10 | Water Management | Water usage, produced water disposal, and water recycling data for all operations | All operating subsidiaries | Multiple | 2025-04-21 | Pending
IV-11 | Phase I/II Reports | Any Phase I or Phase II environmental site assessments for owned or leased properties | All Issuers and Guarantors | Multiple | 2025-04-21 | Pending
IV-12 | Biodiversity / Habitat | Biodiversity assessments, habitat management plans, and any protected species or protected area considerations for all operating sites | All operating subsidiaries | Multiple | 2025-04-21 | Pending
[sheet: V. Reserves & Operations]
Item No. | Category | Description of Request | Applicable Entity(ies) | Asset / Region | Date Requested | Date Received | Status | Notes / Comments
V-1 | Reserves Reports | Independent reserves reports prepared by Duval Howard & Partners (Dr. Evelyn Marchetti) as of December 31, 2024 for all producing and development assets | All upstream subsidiaries | OML 47 (142.6 MMboe, PV-10 $2,840M); OML 63 (87.3 MMboe, PV-10 $1,620M); Cayar Offshore (64.1 MMboe, PV-10 $1,190M); GoM Green Canyon / Garden Banks (51.8 MMboe, PV-10 $1,050M) | 2025-04-21 | Pending | Total proved reserves: 345.8 MMboe; Total PV-10: $6,700M
V-2 | Production Data | Monthly and annual production data (oil, gas, NGLs) by asset for the past three fiscal years | All upstream subsidiaries | All assets | 2025-04-21 | Pending
V-3 | Development Plans | Current development plans and capital budgets for Cayar Offshore Phase II ($250M from Notes proceeds) and any other material development projects | Dunmore Senegal S.A.; Dunmore Gulf Operations LLC | Cayar Offshore; GoM | 2025-04-21 | Pending
V-4 | JOAs | Joint Operating Agreements for all operated and non-operated properties | All upstream subsidiaries | All assets | 2025-04-21 | Pending
V-5 | Operatorship | Confirmation of operator status for each asset; list of working interest holders and their percentages | All upstream subsidiaries | All assets | 2025-04-21 | Pending
V-6 | Solar Portfolio | Technical specifications, capacity factor data, and interconnection agreements for the 220 MW West Texas solar portfolio | Dunmore Renewables LLC | West Texas | 2025-04-21 | Pending
V-7 | Midstream Assets | Description and capacity of pipeline and processing infrastructure; throughput data | Dunmore Midstream Holdings Inc. | Multiple | 2025-04-21 | Pending
V-8 | Decline Curves | Production decline curve analyses for all material producing wells and fields | All upstream subsidiaries | All assets | 2025-04-21 | Pending
V-9 | Drilling Inventory | Schedule of proved undeveloped (PUD) locations and risked exploration prospects with estimated costs and timing | All upstream subsidiaries | All assets | 2025-04-21 | Pending
V-10 | Health & Safety | Health, safety, and environmental (HSE) performance data for the past three fiscal years, including TRIR, LTIR, and fatality records | All operating subsidiaries | All assets | 2025-04-21 | Pending